GCP Infrastructure Investments
Ltd
("GCP Infra" or the
"Company")
12 December 2024
LEI 213800W64MNATSIV5Z47
Annual report and financial statements for the
year ended 30 September 2024
The Directors of the Company are pleased to
announce the Company's annual results for the year ended 30
September 2024. The full annual report and financial statements can
be accessed via the Company's website www.graviscapital.com/funds/gcp-infra/literature
and will be posted to shareholders on 10 January 2025.
About the Company
The Company seeks to provide shareholders with
regular, sustained, long-term dividend income whilst preserving the
capital value of its investments over the long term by generating
exposure to infrastructure debt and/or similar assets. It is
currently invested in a diversified, partially inflation-protected
portfolio of investments, primarily in the renewable energy, social
housing and PPP/PFI sectors.
The Company is a FTSE 250, closed-ended
investment company incorporated in Jersey. It was admitted to the
Official List and to trading on the LSE's Main Market in July 2010.
It had a market capitalisation of £684.7 million at
30 September 2024.
Highlights for the year
Financial
Portfolio valuation
£960.0m
30 September 2023: £1.0bn
Representing a mature, diversified and
operational portfolio of 50 investments across the renewable,
PPP/PFI and supported living sectors.
Dividends for the year
7.0p
30 September 2023: 7.0p
Delivering the dividend target set by the Board
for the financial year of 7.0 pence per share.
NAV
per share
105.22p
30 September 2023: 109.79p
Reflecting downward revaluations incurred during
the year, offset by the impact of share buybacks.
Weighted average annualised
yield1
7.8%
30 September 2023: 7.9%
Representing a yield on the portfolio of
investments with stable, pre-determined, long‑term, public sector backed revenues.
Dividend
yield1
8.9%
30 September 2023: 10.3%
Representing the yield on the closing share
price of 78.60 pence per share at 30 September 2024.
Net
assets
£913.1m
30 September 2023: £956.6m
Reflecting disposals of assets during the year
in line with the stated aims of the Company's capital allocation
policy.
Partially inflation
protected
47%
30 September 2023: 41%
Representing the percentage of the portfolio, by
value that have some form of inflation protection.
Total shareholder
return1
28.4%
30 September 2023: -25.2%
Reflecting improvements in market factors and
the implementation of the capital allocation policy.
NAV
total return1
2.2%
30 September 2023: 3.7%
Continuing to meet its investment objective of
capital preservation, with a NAV total return1 of 176.6%
since IPO.
Andrew Didham,
Chairman of GCP Infra, commented:
The Company has maintained its 14-year track
record of delivering on its objectives of income generation,
capital preservation and diversification for its shareholders. The
Company generated total profit and comprehensive income for the
year of £19.5 million (30 September 2023: £30.9 million) and paid a
dividend of 7.0 pence per ordinary share (30 September 2023: 7.0
pence). For the forthcoming financial year, the Company has set a
dividend target1 of 7.0 pence per share.
The impact of a higher rate environment,
combined with reduced demand from wealth and retail investors
looking for alternative sources of income, continues to weigh on
the Company's share price. At the year end, the Company's share
price was 78.90 pence, representing a 25.0%
discount2 to NAV (30 September 2022: 67.70 pence,
representing a 38.3% discount2 to NAV). The Board
and the Investment Adviser are working closely to address the
discount¹ at which the shares trade through the execution of the
Company's capital allocation policy.
Progress has been made on executing the stated
aims of the policy, including the refinancing of the Company's RCF
in March 2024, which saw a reduction in total commitments by £40
million, and repayments of £47 million. Additionally, the Company
disposed of its interests in Blackcraig wind farm at a 6.4% premium
to the valuation as of 31 March 2024, with further disposals
occurring post year end. While progress on disposals has been
slower than anticipated, the Company is resuming its share buyback
programme imminently and remains committed to its goal of returning
at least £50 million to shareholders in the near term.
The new government's ambitious infrastructure
targets, spanning decarbonisation, energy security, and the digital
economy, are supported by innovative revenue models like
contracts-for-difference, which offer potential opportunities for
future investments. The focus on streamlining planning, grid
connections, and the National Wealth Fund by the new government is
also particularly encouraging. We look forward seeing how the
policy environment in the UK evolves over the coming
months.
1. APM - for definition and calculation
methodology, refer to the APMs section below.
Capital
allocation
Leverage
£57.0m
30 September 2023: £104.0m
Representing a significant reduction in leverage
and an LTV1 of 6.2%.
Disposals
£31.4m
30 September 2023: £nil
Reflecting disposal of interests in Blackcraig
wind farm at a 6.4% premium to the valuation at 31 March
2024.
Share buybacks
3.4m
30 September 2023: 13.6m
Totalling 17.0 million shares bought back since
the buyback programme commenced in March 2023.
ESG
ESG
policy
1
new
30 September 2023: None
Implemented an ESG policy to ensure investment
practices align with the Investment Adviser's Responsible
Investment policy.
Renewable generation
1,320 GWh
30 September 2023: 1,398 GWh
Representing renewable energy exported by
portfolio assets, equivalent to powering 488,842 average
homes.
SDG
alignment
9
SDGs
30 September 2023: 9 SDGs
Reflecting the alignment of the portfolio with
certain SDGs, as outlined by the United Nations.
Community support
£3.9m
30 September 2023: £3.6m
Reflecting the contribution to Community Benefit
Funds by portfolio assets since IPO.
Charities supported
14
30 September 2023: 5 charities
Representing charities supported by the Company
and the Investment Adviser raising c. £47,000 during the
year.
Internships hosted
5
30 September 2023: 3
Continued supporting young talent through the
Investment Adviser's paid internship scheme.
1. APM - for definition and calculation
methodology, refer to the APMs section below.
Read more below.
At a glance
The Company's purpose is to invest in UK
infrastructure debt and/or similar assets to provide regular,
sustained, long-term dividends and to preserve the capital value of
its investments over the long term.
Dividend
income
|
Diversification
|
Capital
preservation
|
Sustainability1
|
To provide shareholders with regular, sustained,
long-term dividends.
|
To invest in a diversified portfolio
of debt and/or similar assets secured against UK
infrastructure projects.
|
To preserve the capital value of investments
over the long term.
|
To focus on the sustainability of the portfolio
and make a positive impact.
|
The Company paid a dividend of 7.0 pence in
respect of the year. A dividend target2 of 7.0 pence has
been set for the forthcoming financial year.
|
The investment portfolio is exposed to a wide
variety of assets in terms of project type and the source of its
underlying cash flow.
|
The Company has
generated a NAV total
return3 for the year of 2.2% and
176.6% since the Company's IPO in 2010.
|
The investment portfolio is focused on
sustainable infrastructure which has a positive environmental and
social impact.
|
7.0p
|
50
|
0.41%
|
62%
|
Dividends paid for the year ended
30 September 2024
|
Number of investments at 30 September
2024
|
Aggregate downward revaluations since IPO
(annualised)3
|
Portfolio contributing to
green economy4
|
14
|
473
|
105.22p
|
38%
|
Consecutive years of dividends paid
|
Number of underlying assets in the
portfolio
|
NAV per share at 30 September 2024
|
Portfolio that benefits end users within
society5
|
Read more below
|
|
|
|
1. Non-financial objective. Further information
is included below.
2. The dividend target set out above is a target
only and not a profit forecast or estimate and there can be no
assurance that it will be met.
3. APM - for definition and calculation
methodology, refer to the APMs section below.
4. The LSE Green Economy Mark recognises
London-listed companies generating more than half their revenues
from green environmental products and services. The Company's
portfolio is 62% invested in the renewable energy
sector.
5. The Company's portfolio is 12% invested in
supported living and 23% invested in PPP/PFI projects in the
healthcare, education, waste, housing, energy efficiency and
justice sectors which are measured in alignment with the UN SDGs,
and 3% of the portfolio is invested in PPP/PFI leisure
projects.
Our portfolio
The Company's portfolio is comprised of loans
secured against assets in the UK which fall under the following
classifications:
|
Number of
|
|
Sector
|
assets
|
% of
portfolio
|
Geothermal
|
1
|
1%
|
Solar
|
53,246
|
25%
|
PPP/PFI
|
145
|
26%
|
Supported living
|
905
|
12%
|
Hydro-electric
|
14
|
2%
|
Gas peaking
|
2
|
1%
|
Biomass
|
4
|
10%
|
Electric vehicles
|
250
|
1%
|
Wind
|
10
|
13%
|
Anaerobic digestion
|
19
|
9%
|
Read more below.
Senior ranking security
53%
Weighted average annualised
yield1
7.8%
Average life
11
years
Partially inflation protected
47%
1. APM - for definition and calculation
methodology, refer to the APMs section below.
Creating long-term value
Our investment
case
The Company has a number of key differentiators
that make it well positioned to take advantage of attractive
risk-adjusted returns.
Scale
The Company targets smaller investment
opportunities that may be overlooked by larger investors, such as
commercial banks. This flexibility allows the Company to enter
niche markets and scale investments over time through follow-on
financing to existing borrowers, which supports long-term growth
and enhances returns by increasing exposure to successful
investments.
Diversification
The Company has an explicit objective of
diversifying across a range of asset classes. This means the
Investment Adviser seeks the most attractive risk-adjusted returns
as it is not bound to invest in sectors that are unattractive due
to higher competition or asset characteristics.
Track record
The Company has been investing in the
infrastructure sector for over a decade. This has allowed the
Investment Adviser to develop its expertise in several specialist
asset classes, such as anaerobic digestion and biomass. As part of
this, the Investment Adviser has a proven model which assesses and
evaluates opportunities in new asset classes.
Debt
focus
The Company's focus on debt provides flexibility
across senior and subordinated positions, allowing it to match
investment risk with an appropriate capital structure solution and
associated return. This approach allows the Company to tailor
investments according to risk profiles, maximising returns while
managing risk effectively.
Sustainability
expertise
The Company's investment philosophy is centred
on the long‑term
sustainability of its portfolio. As part of this philosophy, the
Board and the Investment Adviser continually seek to improve the
way ESG criteria is embedded, integrated, monitored and measured
within the portfolio.
Making a
positive impact
The Board and the Investment Adviser work
closely to ensure the Company's activities have a positive
impact.
Sustainable Development
Goals
By investing in assets that are integral to
society, including those which contribute to a greener economy, the
Company aligns with certain SDGs, as outlined by the United Nations
("UN"). These goals were created in 2015 by the UN to create a
better and more sustainable world by 2030. The Company's portfolio
positively contributes to the provision of renewable energy, the
development of infrastructure to support economic growth, and also
provides high-quality and safe buildings for vulnerable adults,
healthcare patients and students. Furthermore, the Company's
approach to governance, labour and health and safety makes a
positive contribution to the employees, customers, suppliers and
local communities in which the assets operate.
B
Corp
In April 2024, the Investment Adviser was
awarded a B Corp certification. Certified B Corporations are
leaders in the global movement for an inclusive, equitable and
regenerative economy.
As a certified B Corp, the Investment Adviser is
part of a community of like-minded businesses that engage with each
other to share ideas and best practice. The certification
formalises the Investment Adviser's sustainable and long-term
business model, as well as providing a framework to ensure it
continues to operate in accordance with the highest ESG
standards.
Read more in the Investment Adviser's
Responsible Investment report.
Overall B Impact Score
Based on the B Impact Assessment, the Investment
Adviser achieved an overall score of 99.4. The median score
for ordinary businesses who complete the assessment
is 50.9.
SDG
Innovation Accelerator
In 2024, five employees from the Investment
Adviser participated in the SDG Innovation Accelerator for Young
Professionals. This programme empowers young talent under the age
of 35 by driving collaborative business innovation aligned with the
UN SDGs. An intensive, nine month programme, the Innovation
Accelerator is designed to promote sustainability by activating the
potential of future business leaders and change makers.
Three employees participated in the programme as
'innovators', seeking to identify and solve sustainability issues
within the Investment Adviser and two senior members also
participated as a 'mentor' and 'champion', to help guide the
innovators on their sustainability journey.
As part of the programme, the team of innovators
came up with ideas to improve the social benefits received by
employees at the Investment Adviser. The employees presented their
findings and ideas to a group of industry professionals, as well as
the Responsible Investment committee of the Investment
Adviser.
Benefitting the
environment
The Company invests in renewable energy
generation which has a positive environmental impact.
Clean energy
infrastructure
The assets in the Company's portfolio have
strong environmental credentials, with 62% of the portfolio
invested in renewable energy projects that provide alternative
energy sources to fossil fuels. The Board recognises that investing
in clean energy infrastructure is one of the main ways to protect
our planet against climate change, and the Company is committed to
finding new and innovative ways to support the transition to net
zero through its investments.
The carbon impact of infrastructure contributes
to a significant proportion of the UK's national emissions from a
construction, operation and maintenance perspective. In many cases,
the UK's existing infrastructure was not originally designed and
constructed with global warming in mind. The Investment Adviser has
sought to introduce energy efficiency projects at portfolio assets
where there were opportunities to do so.
In October 2020, the Company was awarded the
Green Economy Mark from the London Stock Exchange. This
classification recognises companies that are driving forward the
global green economy.
SolarCatcher
The Company has provided funding of up to
£20 million to support the build-out of innovative renewable
energy infrastructure on public sector sites, predominantly
schools, across England. Named 'SolarCatcher', the project is a
fresh approach to the energy transition, as it uses existing car
park infrastructure to generate on-site renewable energy for
schools and academies, whilst providing electric vehicle charging
points for staff and visitors.
As part of the financing, each school enters
into a power purchase agreement with SolarCatcher under which they
purchase power produced by the solar panels for use within the
school, thereby reducing the power they need to draw from the
electricity grid. These power purchase agreements are executed for
a fixed price which is lower than the price the schools pay to
their usual supplier.
Electric vehicles
In the global push towards net-zero emissions,
decarbonisation of the transport sector is key. The Company has
financed the acquisition of 250 zero-emission capable London black
cabs for two fleet operators. These investments have a unique
financing structure, which is a 'pay-for-mile' scheme managed by
Zeti, a platform for investment in electric vehicle fleets, over a
circa five year term.
The fleets benefit from the maximum low-emission
vehicle plug-in Government grant funding and from accelerated
capital allowances that result in a one year deduction against
taxable profits that are equal to the full cost of the
vehicle.
Biomass
Biomass is the term given to the organic raw
material which can be used directly in power plants or can be used
to produce biofuels. Unlike other renewable sources of power,
biomass can be available 24/7 and is not reliant on the weather. It
is the technology most closely comparable to fossil fuelled power
stations and, as such, is most suited to the requirements of the
electrical grid network.
The Company was a first mover in biomass
gasification technology in the UK through its investment in
Birmingham Bio Power Ltd. This plant uses four gasifier units fed
with up to 72,000 tonnes of waste wood per year sourced from the
West Midlands, and has been operational since 2016. The Company
also lends to waste wood projects in Widnes and Northern Ireland,
along with smaller anaerobic digestion plants in Scotland and
Northern Ireland.
Benefitting
society
The Company's portfolio has clear benefits
to communities and end users in society.
Infrastructure, by definition, has a core social
purpose. With long-term investment in renewable energy, PFI assets
such as schools and hospitals, and social housing for vulnerable
adults, the Company's portfolio has an overall positive impact on
society. By investing in the supported living sector, the Company
has funded properties across the UK that benefit vulnerable adults.
Through the Company's investments in the PPP/PFI sector it is
exposed to a number of sub-sectors including education, healthcare,
waste, leisure and housing. These assets are integral to UK society
and provide long-term partnerships with the public
sector.
Community Benefit
Funds
Renewable projects not only have a positive
impact on the environment but also have wider benefits for society,
improving local communities through CBFs. A CBF is a voluntary
commitment by a developer to provide funds which are made available
to local community projects. By way of an example, the accepted
standard commitment for a wind farm is £5,000 per MW. These funds
can be used to finance any initiative a community deems appropriate
and necessary for their local area, including community-owned
renewable energy projects, recreational facilities or equipment for
local schools. Benefits under the protocol are negotiated directly
with host communities and tailored to their needs to ensure a
positive legacy is achieved. The Company's portfolio assets have
donated £3.9 million to CBFs since its IPO.
Supported living
The Company has historically targeted
investments in the 'supported living' sector through financing the
development or conversion of accommodation to suit specific care
needs for individuals with learning, physical or mental
disabilities. One portfolio the Company has invested in comprises
13 properties and 51 units of supported living accommodation which
are designed to meet the individual and unique needs of adults with
disabilities and mental health problems. The portfolio is leased to
Westmoreland Supported Housing Ltd, which is a registered provider
of social housing. The Company supported Westmoreland over a period
of financial distress. As a result, Westmoreland is now in a
materially better financial position than it was previously and
continues to provide high-quality accommodation and care for its
vulnerable tenants.
Internships
The Investment Adviser offers paid internships
to young people, prioritising those from diverse backgrounds who
may otherwise find it difficult to find work experience.
This year, two paid internships were offered to
students participating in the 10,000 Black Interns programme, which
offers paid internship opportunities across more than 25 sectors,
along with training and development opportunities. Another two
internships were offered to students in the Young Women in Finance
programme, a not-for-profit social organisation dedicated to the
eradication of gender bias for new graduates entering the finance
industry. One other internship was offered to an ESG masters
student.
All interns worked across different projects at
the Company, with a particular focus on the climate risk assessment
and ESG policy.
Capital
allocation policy
The Board is continuing to execute the policy
and has made progress during the year.
Policy aims
In recognition of the disconnect between share
price and NAV, and the material discount1 at which the
shares are trading, the Company reported that it planned to follow
a progressive capital allocation policy in its 2023 annual report.
This sought to realise £150 million of capital through disposals or
refinancings to facilitate a material reduction in its RCF, return
at least £50 million to shareholders, and rebalance underlying
portfolio exposures.
The capital allocation policy has three key
priorities: a material reduction in leverage, an improvement in the
risk-adjusted return of the existing portfolio, and facilitating
the return of at least £50 million of capital to shareholders
whilst maintaining the dividend target.
The Board's focus during the financial year has
been on the execution of the policy. The Investment Adviser's focus
has therefore been on refinancing loans and disposing of
investments where appropriate to achieve the Company's aims. The
stated aims of the policy were based on interactions with
shareholders and sought to address their concerns. This included
reducing leverage while interest rates were high by decreasing the
size of the RCF and ultimately paying down the drawn balance. Refer
below for further information.
Targets of the policy -
£150m Capital realisation target
·
Reduce leverage
|
·
Improve risk-adjusted return
|
·
Buy back Company shares
|
·
Cycle out of certain sectors
|
·
Refocus the portfolio on debt
|
·
Reduce exposure to merchant electricity prices
|
1. APM - for definition and calculation
methodology, refer to the APMs section below.
Disposals
The Investment Adviser has sought to restructure
the underlying exposures in the portfolio and exit sectors where
investors have concerns, as well as reducing the Company's exposure
to merchant electricity prices and demonstrating a conservative
valuation methodology through its sales processes. The policy also
involved completing buybacks as a potential discount
management tool, while simultaneously returning capital to
shareholders.
The first transaction was completed earlier in
the year, with the disposal of the Company's interest in Blackcraig
wind farm. See below for further information.
Post year end, the Company completed the
disposal of a portfolio of rooftop solar assets, generating
proceeds of £6.8 million. Further, it expects to complete, subject
to contract, on the disposal of a portfolio of onshore wind farms,
generating proceeds of c.£20 million. The Company's disposals total
£38.2 million at the end of 2024, with a pipeline of additional
disposals in excess of £150 million.
The Investment Adviser has consistently
witnessed delays in transaction processes across the market, which
has slowed progress towards achieving the stated aims of the
capital allocation policy. However, the Company expects to complete
additional disposals in 2025, and remains committed to the capital
realisation target and stated ambitions, with the share buyback
programme recommencing imminently.
Blackcraig
Wind Farm
In April 2024, the Company disposed of its
interest in loan notes secured against Blackcraig Wind Farm, a
52.9MW onshore wind farm located outside Dumfries and Galloway in
Scotland, at a 6.4% premium to its valuation at 31 March 2024. The
Company originally acquired the senior secured loan notes in 2017
from the UK Green Investment Bank. The disposal generated net cash
proceeds of £31.4 million which included principal and interest and
were used to reduce the drawn balance on the Company's
RCF.
Chairman's statement
I am pleased to present the Company's annual
report for the year ended 30 September
2024.
Andrew
Didham
Chairman
Introduction
I am pleased to present the Company's annual
report and financial statements for the year to 30 September 2024.
The Company's shares have continued to trade at a material
discount¹ to the NAV during the year. The impact of a higher rate
environment, combined with reduced demand from wealth and retail
investors looking for alternative sources of income, continues to
weigh on the Company's share price.
The current yield on 15-year gilts is similar to
where it was at the Company's IPO. The disconnect between the
Company's shares trading at a premium at IPO and for the majority
of the period since, and the material discount1 at which
it trades today, remains. However, over this period, it has a 14
year track record of delivering on its objectives of income
generation, capital preservation and diversification. The Company's
mature, diverse and operational portfolio will continue delivering
on these objectives moving forward.
The Company remains committed to the capital
allocation policy set out in the 2023 annual report. While progress
on disposals has been slower than expected, the Investment Adviser
continues to progress with material transactions that will, if
completed, allow the Company to achieve the objectives set out in
the previous annual report.
As a Company that invests in UK infrastructure
that benefits from public sector support, the wider policy
environment and the availability of long-term revenue support
models is important. The new Government has adopted, and in certain
cases extended, ambitious targets for infrastructure deployment to
address the challenges of population change, decarbonisation and
energy security, as well as the transition to a digital economy. It
has been encouraging to see the growth of the
contract-for-difference scheme which supports renewable energy
generation and the emergence of other contract-for-difference,
regulated asset base or cap and floor revenue support models in
sectors such as biomethane, carbon, hydrogen, sustainable aviation
fuels, interconnectors and long duration energy storage. These may
present opportunities for the Company when it resumes investing in
the future. The expected increased focus on policy which supports
new infrastructure development across the planning process, grid
connections and the establishment of the National Wealth Fund
(previously the UK Infrastructure Bank) is also
encouraging.
1. APM - for definition and calculation
methodology, refer to the APMs section below.
Capital
allocation policy
The Board remains committed to the capital
allocation policy detailed in the Company's 2023 annual report.
Progress has been made during the year, with further developments
made post year end, as the Company seeks to execute on its target
of releasing £150 million (c.15% of the portfolio) to facilitate
the key priorities of the policy:
· reduction of
leverage, reducing the drawn balance of the RCF to zero;
· return at least
£50 million of capital to shareholders, in addition to maintaining
the Company's dividend target; and
· rebalancing the
portfolio and materially reducing exposure to supported living, and
to merchant electricity prices, while re-focusing the portfolio on
debt.
Reduction of leverage
The Board has prioritised the reduction of
leverage whilst interest rates have been elevated. The Company's
RCF was refinanced in March 2024, with total commitments
reduced from £190 million to £150 million in line with this stated
aim. The drawn balance of the facility has reduced from £104
million at 30 September 2023 to a materially reduced level of
£57 million at year end following repayments. Subject to the
completion of a further pipeline of disposals, the Company
continues to work towards reducing drawn balances to zero alongside
the buyback programme. Further details on the Company's financing
activity are provided below and details of the RCF can be found in
note 15.
Return of capital
In total, 3.4 million shares were repurchased
during the year under the existing share buyback authority. The
repurchase of shares continues to offer attractive returns, given
the current discount¹ to NAV, and the dividend yield on the share
price of 8.9% at 30 September 2024. The Company's shares have
traded at an average discount1 of 32.4% during the year
and an average premium1 of 3.4% since IPO. At 30
September 2024, the share price was 78.90 pence, representing a
discount1 to NAV of 25.0%.
The Company will be recommencing the share
buyback programme imminently, and remains committed to its target
of returning at least £50 million to shareholders in the near
term.
The method by which the Company will return
£50 million of capital to shareholders remains under
consideration. The Board continues to believe that the use of share
repurchases is a means of addressing imbalances in supply and
demand which may otherwise create volatility in the rating of the
Company's shares.
Portfolio rebalancing
The focus of investment-related activity for the
Investment Adviser and the Board during the year was releasing the
target £150 million of capital through refinancings and disposals.
The first of these occurred in April 2024, when the Company
announced the disposal of its interest in loan notes secured
against Blackcraig Wind Farm, a 52.9MW onshore wind farm located in
Dumfries and Galloway, Scotland. The disposal generated net cash
proceeds of £31.4 million which represented a 6.4% premium to the
valuation of the investment at 31 March 2024.
Further transactions were completed post year
end, including the disposal of a portfolio of rooftop solar assets
installed on domestic properties across the UK, generating proceeds
of £6.8 million. The Company expects to complete, subject to
contract, on the disposal of a portfolio of two onshore wind farms
in the UK, expected to generate proceeds of c.£20 million.
Transactions in the supported living sector have been significantly
slower moving than expected; however, there is positive momentum
and the Company believes it will be able to materially reduce
exposure to this sector in 2025.
The Company made one new loan of £2.6 million in
the year to an existing borrower. Portfolio follow-on investments
of £24.7 million made during the year were focused on restructuring
and management to preserve value and potential future
profitability. This was offset by repayments of £39.2 million,
giving a net repayment from the existing portfolio of £11.9
million.
1. APM - for definition and calculation
methodology, refer to the APMs section below.
Financial
performance
This year, financial performance continued to be
driven by electricity prices and inflation. A material cooling in
both factors resulted in downward revaluations during the year and
had a resulting negative impact on profitability. The Company
generated total profit and comprehensive income of £19.5 million
(30 September 2023: £30.9 million).
The net assets of the Company decreased to
£913.1 million (105.22 pence per share) from £956.6 million the
previous year (109.79 pence per share). Further information on
financial performance can be found below.
The Company seeks to pay regular, sustained,
long-term dividends to shareholders, and paid a 7.0 pence per share
dividend for the year, in line with the target for this financial
year. The same target¹ is reaffirmed for the forthcoming financial
year. The dividend of 7.0 pence per share for the year was 0.3
times covered on an earnings cover2 basis, which
includes investment revaluations in accordance with IFRS, and was
1.0 times covered on an adjusted earnings cover2 basis,
calculated on the Investment Adviser's assessment of adjusted net
earnings2 in the year. Further information can be found
below.
ESG
The Company's portfolio continues to have a
positive impact as it contributes to the generation of renewable
energy and finances infrastructure that has clear benefits to users
in society. The Board and the Investment Adviser believe that
investing in assets with a positive environmental and social impact
is key to protecting our planet for future generations.
The Company has made good progress this year
against the ESG objectives set out in the 2023 annual report,
including implementing an ESG policy to formalise ESG processes and
ensure the Company's responsible investment practices align with
the Investment Adviser's responsible investment policy.
The Investment Adviser obtained certification as
a B Corporation during the year, formalising its sustainable and
long-term business model. The certification provides a framework to
ensure the Investment Adviser continues to operate in accordance
with the highest sustainability standards. The Investment Adviser
also improved its PRI score for the second consecutive year,
highlighting its commitment to improvements in its ESG credentials.
These achievements complement those of the Company, which was
awarded the Green Economy Mark from the LSE in 2020 in recognition
of the Company's contribution towards driving a greener
economy.
More details on the Company's approach to
responsible investment can be found in the sustainability section
below.
Market
outlook
At the time of writing, the Bank of England base
rate is 4.75%, following the Bank of England's decision to cut
rates by 0.25% in August 2024 and November 2024. These were the
first cuts since the onset of the Covid-19 pandemic in 2020.
Inflation has cooled significantly over the year compared to
previous periods. CPI rose by 1.7% in the year to 30 September
2024, and then to 2.3% in the twelve months to 31 October
2024. The link between electricity prices and inflation in the UK
is strong, and the Board recognises that geopolitical tensions in
the Middle East and the conflict in Ukraine may impact electricity
prices and have a knock-on effect on inflation going
forward.
As mentioned previously, the policy backdrop for
the sector has become increasingly positive. Despite this, there
remains a disconnect between investment company sentiment and
broader infrastructure investment. The Board and the Investment
Adviser recognise there is a broad range of investment
opportunities in the current market at attractive rates. However,
these remain secondary to the priority of addressing the discount²
and shareholder concerns.
1. The dividend target set out above is a target
only and not a profit forecast or estimate and there can be no
assurance that it will be met.
2. APM - for definition and calculation
methodology, refer to the APMs below.
The Board also acknowledges the positive
developments post year end regarding cost disclosure requirements,
with HMT drafting a Statutory Instrument to remove the requirement
for investment companies to publish ongoing charges, a figure
widely accepted to be an inaccurate representation of the actual
cost of investing in shares in an investment company. With many
citing this misleading cost as a headwind for investment in the
investment company sector, the potential for the cost to be removed
may create demand for shares going forward. The Statutory
Instrument became law on 22 November 2024. However, following this
announcement, investment platforms have said they will continue
requiring ongoing charges to be disclosed. The Investment Adviser
is working to address this, and the Board will continue monitoring
the impact of cost disclosure on the Company's share
price.
The
Board
The Board composition will see several changes
in the year ahead to align with corporate governance best practice.
Michael Gray and Julia Chapman have both served on the Board for
nine years, and their retirement will be phased over the coming
year. Mr Gray will retire from the Board in February 2025, and Ms
Chapman will stay on the Board for a further transition period,
assisting with the identification of an appropriate
replacement.
I would like to take this opportunity to
acknowledge the important role Mr Gray and Ms Chapman have played
in the stewardship of the Company during their tenure and thank
them for their invaluable contribution to the Company.
I am delighted to extend a warm welcome to Ian
Brown, currently the Head of Banking and Investments at the UK's
National Wealth Fund, who will be appointed to the Board subject to
regulatory and shareholder approval. Mr Brown will bring a wealth
of knowledge and experience in the UK lending and infrastructure
sector and will greatly contribute to the Company's strategic
direction.
Further information on Mr Brown, including his
biography, will be included in the 2025 AGM circular and announced
upon his appointment. There are no details requiring disclosure in
respect of this appointment under paragraph 6.4.8 of the UK Listing
Rules of the FCA.
Andrew
Didham
Chairman
11 December 2024
Strategic report
Evolution of
the portfolio
Since the Company's IPO in 2010, the
infrastructure sector has evolved considerably, becoming a better
understood and more mainstream asset class. The Company has a track
record of being an early-mover, ensuring it invests into maturing
sectors and captures an enhanced risk-adjusted return. With a
changing landscape of Government support over the last 14 years,
the Company has retained an entrepreneurial approach to identifying
new investments. As such, the portfolio has evolved over time in
response to changing investment opportunities and
requirements.
At the Company's IPO in 2010, the Company was
the first UK infrastructure debt focused investment company in the
UK, with its portfolio comprising 100% subordinated PFI.
The aftermath of the global financial crisis on the long-dated
debt market was longer lasting than expected and therefore the
Company was able to benefit from attractive investment
opportunities, whilst maintaining dividend
payment levels.
In 2012, the Company made its first renewable
energy investment in domestic rooftop solar projects, which have
now grown to c.50,000 systems. This was followed by investments in
the anaerobic digestion, biomass and wind sectors, with the Company
lending to the first waste wood power station to be developed in
the UK. Investments in the renewable energy sector continued into
2014, with the Company making its first investment in the
hydro-electric sector.
The Company then made its first investment in
social housing in 2016, entering into the supported living sector.
Investment in the renewable energy sector continued into 2018, when
the Company made its first investment in the offshore wind sector,
investing in Race Bank wind farm.
In 2021, the Company made its first investment
in the Eden Geothermal project, which is the first deep geothermal
well in the UK since 1986.
At the year end, the valuation of the Company's
portfolio was £960 million.
Strategic overview
The
market
The
infrastructure market
Infrastructure comprises the fundamental
physical systems that are essential to the functioning of society
and its economy, covering a variety of industries and sectors.
Infrastructure investments typically comprise a significant initial
investment which is repaid over the life of the asset in
consideration for the essential service it provides. Typically,
these investments are long-term, stable and provide inflation
protection, and have inherent capital protection through the
physical nature of the assets.
Almost half of the Company's investments by
value have some form of inflation protection. This includes direct
links to inflation for supported living and certain renewable
assets, as well as a mechanism that increases loan principal values
based on inflation exceeding a set threshold (usually 2.75% to
3.0%).
Investors have historically valued the long
lives of infrastructure assets, which often outlive political and
economic cycles, and the services they provide. Increasingly, the
need to decarbonise the energy sector to achieve legally binding
targets and accelerating digitalisation trends has prompted further
interest in the sector.
The Investment Adviser has witnessed significant
early developments in new policy initiatives from the new
Government since their victory in the general election in July
2024:
· planning reform
was a key agenda item in the new Government manifesto, with swift
changes to the National Planning Policy Framework highlighting
ambitions in increased housebuilding and the development of new
onshore renewable energy generation;
· the National
Wealth Fund and Great British Energy have been formed with public
funding to accelerate efforts to decarbonise the UK's electricity
system and encourage private funding in UK
infrastructure;
· mission control
has been launched with Chris Stark, former Chief Executive of the
Climate Change committee, in charge of tracking progress towards
delivering a net zero electricity system by 2030 and co-ordinating
between Government entities; and
· the merger of the
National Infrastructure Commission ("NIC") and the Infrastructure
Projects Authority ("IPA") into a new body, the National
Infrastructure and Service Transformation Authority ("NISTA"), to
better support the delivery of major capital projects.
These new policies support UK infrastructure
investment, while new subsidy regimes for emerging technologies
(Net Zero Hydrogen Scheme, Carbon Capture Business Model) and the
expansion of existing regimes (such as the CfD scheme) offer an
attractive opportunity for the UK to drastically scale up the
deployment of new infrastructure.
In the Autumn Budget, announced post year end,
the new Government outlined its plan to address the large deficit
and the need for increased investment in the UK's distressed
finances and assets. While taxes and NHS funding grabbed the
initial headlines (including £1.5 billion for new hospital beds and
diagnostic centres), the new Government's commitment to making the
UK a clean energy superpower was a positive reinforcement. The
Board believes this presents a material opportunity for investment
and growth in the UK and is needed for the UK to stay on track with
its decarbonisation commitments. The Board is also looking forward
to the announcement of the Government's ten year infrastructure
strategy to be published in spring 2025, along with the newly
formed National Infrastructure and Service Transformation Authority
which will be set up to oversee it.
Challenges and
opportunities
The table below sets out some of the key
challenges and associated opportunities for UK infrastructure
investment.
|
|
Infrastructure
|
Government
|
Investment
|
|
Challenge
|
opportunities
|
support/intervention
|
characteristics
|
Decarbonisation
|
Decarbonisation of the UK economy by 2050, with
intermediary targets in place such as the decarbonisation of the
electricity system by 2030
|
· Further
investment in established renewable sectors such as wind and
solar
· Deployment of
less-established renewables across electricity, heat, transport,
carbon capture and storage
|
· CfD,
Interconnector cap and floor
· Green Gas Support
Scheme, Net Zero Hydrogen Scheme, Industrial Carbon Capture
business model
· Various grants
and capital support
|
· Inflation-linked
subsidy support but reliant on merchant prices long term
· Subsidy support
regimes designed to make the deployment of new technology
economically viable
|
High energy
prices
|
High energy prices and reliance on foreign
suppliers into the energy system
|
· Low-marginal cost
domestic renewable generators
· Nuclear
(including small modular reactors)
· Grid
infrastructure
such as interconnectors
· Energy
storage
· Energy efficiency
schemes
|
· Price
cap
· Carbon
pricing
· Energy Profits
Levy
· Long Duration
Energy Storage cap and floor
|
· Exposure to
wholesale energy prices. Some contractual income (some
inflation-linked) from capacity mechanism or grid service
arrangements
|
Climate
change
|
Climate change adaptation:
increased frequency of extreme weather events in
new geographies
|
· Flood
defences
· River flood
mitigation measures
|
· The Government
has a large direct investment flood defence programme
· New policy
initiatives set to be introduced by the new Government. See above
for details
|
· Limited current
investment opportunities, but expected to be a growth
area
|
Ageing
population
|
A growing and ageing population will place
different demands on social infrastructure
|
·
Housing
· Healthcare and
social care provision
·
Transport
·
Education
·
Utilities
|
· This remains a
focus of direct Government funding, however there has been recent
speculation about new private investment in public
procurements
|
· Investment
opportunities are typically in the private sector (e.g. private
care homes, private schools). These have more corporate or property
investment characteristics which are less attractive to the
Company
· Potential for new
funding model for private investment into public infrastructure
procurement (PFI v3.0)
|
Digitalisation
|
Digitalisation drives a greater need for access
to online services
|
· Broadband
infrastructure
· Data centres and
associated energy systems
|
· Capital support
for rural deployment
|
· Demand-based
risks and, in certain geographies, competition for
customers
|
How
the Company is responding to market opportunities and
challenges:
Whilst the policy backdrop for the UK
infrastructure sector is positive, there remains a disconnect
between market sentiment and broader infrastructure investment.
Focus remains on addressing the share price discount1 to
NAV at which the shares trade and any shareholder concerns. The
Company's response to the current market environment is as
follows:
1. Reduce
leverage:
Central bank base rates remain at elevated
levels globally, with the Bank of England's base rate currently at
4.75%. The Company's RCF incurs a margin over SONIA. As is typical
with elevated base rates, this borrowing is less accretive to value
than in a low interest rate environment. The Company has
prioritised paying down all drawn balances under the RCF and has
reduced amounts drawn by £47 million during the year.
2. Return
capital to shareholders:
The Board and the Investment Adviser believe the
implied yield on the Company's shares, which are trading at a
significant discount1 to NAV, is higher than the actual
risk on the underlying investments given the positive ongoing
performance of the portfolio. Therefore, buying back the Company's
shares offers an attractive risk-adjusted return for shareholders.
The Company has also committed to returning £50 million to
shareholders as part of its capital allocation policy. The Company
will be recommencing the buyback programme imminently, working
towards satisfying this commitment.
1. APM - for definition and calculation
methodology, refer to the APMs section below.
3. Adjust the
underlying portfolio exposures:
The Company has committed to reducing equity
risks, as well as its exposure to the supported living sector. It
is intended that the portfolio will be refocused on debt
investments in sectors with attractive risk-adjusted
returns.
The disposal of the Company's interest in loan
notes secured against Blackcraig wind farm, a 52.9MW onshore wind
farm, at a 6.4% premium to the valuation at 31 March 2024,
generated net cash proceeds of £31.4 million. The disposal of a
c.8.3MW portfolio of domestic rooftop solar installations post year
end, and the disposal of a portfolio of onshore wind assets with
combined generating capacity of 28MW, subject to contract, are
expected to reduce the Company's exposure to merchant electricity
prices by c.£27 million.
Furthermore, active transactions in the
supported living sector are expected to materially reduce the
Company's exposure to this sector in early 2025.
4. Engage with
shareholders:
The Company and the Investment Adviser have
sought to engage with shareholders to better understand their
concerns and develop a strategy to address these. This has been
combined with enhanced transparency in reporting, including a
line-by-line breakdown of the portfolio, which is available on the
Company's website, and broader attempts to share new and insightful
information more frequently.
Key
policies
Investment
strategy
The Company's investment strategy is set out in
its investment objective, policy and strategy below. It should be
considered in conjunction with the Chairman's statement and the
strategic report which provides an in-depth review of the Company's
performance and future strategy. Further information on the
Company's business model and purpose is set out below.
Investment
objective
The Company's investment objective is to provide
shareholders with regular, sustained, long-term dividends and to
preserve the capital value of its investment assets over the long
term.
Investment
policy and strategy
The Company seeks to generate exposure to the
debt of UK infrastructure project companies, their owners or their
lenders and related and/or similar assets which provide regular and
predictable long‑term cash
flows.
Core
projects
The Company will invest at least 75% of its
total assets, directly or indirectly, in investments with exposure
to infrastructure projects with the following characteristics (core
projects):
· pre-determined,
long-term, public sector backed revenues;
· no construction
or property risks; and
· benefit from
contracts where revenues are availability based.
In respect of such core projects, the Company
focuses predominantly on taking debt exposure (on a senior or
subordinated basis) and may also obtain limited exposure to
shareholder interests.
Non-core
projects
The Company may also invest up to an absolute
maximum of 25% of its total assets (at the time the relevant
investment is made) in non-core projects, taking exposure to
projects that have not yet completed construction, projects in the
regulated utilities sector and projects with revenues that are
entirely demand based or private sector backed (to the extent that
the Investment Adviser considers that there is a reasonable level
of certainty in relation to the likely level of demand and/or the
stability of the resulting revenue).
There is no, and it is not anticipated that
there will be any, outright property exposure of the Company
(except potentially as additional security).
Diversification
The Company will seek to maintain a diversified
portfolio of investments and manage its assets in a manner which is
consistent with the objective of spreading risk. No more than 10%
in value of its total assets (at the time the relevant investment
is made) will consist of securities or loans relating to any one
individual infrastructure asset (having regard to risks relating to
any cross default or cross-collateralisation provisions). This
objective is subject to the Company having a sufficient level of
investment capital from time to time, the ability of the Company to
invest its cash in suitable investments and the investment
restrictions in respect of 'outside scope' projects described
above.
It is the intention of the Directors that the
assets of the Company are (as far as is reasonable in the context
of a UK infrastructure portfolio) appropriately diversified by
asset type (e.g. PPP/PFI healthcare, PPP/PFI education, solar
power, social housing, biomass etc.) and by revenue source (e.g.
NHS Trusts, local authorities, FiT, ROCs etc.).
Policies
Distribution
The Company seeks to provide its shareholders
with regular, sustained, long-term dividend income.
The Company has the authority to offer a scrip
dividend alternative to shareholders. The offer of a scrip dividend
alternative was suspended at the Board's discretion for all
dividends during the year, due to the discount1 between
the likely scrip dividend reference price and the relevant
quarterly NAV per share of the Company. The Board intends to keep
the payment of future scrip dividends under review.
Leverage and gearing
The Company intends to make prudent use of
leverage to finance the acquisition of investments and enhance
returns for shareholders. Structural gearing of investments is
permitted up to a maximum of 20% of the Company's NAV immediately
following drawdown of the relevant debt.
The calculation of leverage under the UK AIFM
Regime in note 15 to the financial statements includes derivative
financial instruments as is required by the applicable
regulation.
Our
non-financial objectives
The key non-financial objectives of the Company
are:
· to build and
maintain strong relationships with all key stakeholders of the
Company, including (but not limited to) shareholders and
borrowers;
· to continue to
focus on creating a long‑term,
sustainable business relevant to the Company's
stakeholders;
· to develop and
increase the understanding of infrastructure debt as an asset
class; and
· to focus on the
long-term sustainability of the portfolio and make a positive
impact, through contributing towards the generation of renewable
energy and financing infrastructure that is integral to
society.
Business model
The Company's purpose is to invest in UK
infrastructure debt and/or similar assets to provide regular,
sustained, long-term dividends and to preserve the capital value of
its investments over the long term.
Investment
objectives
|
Sustainability
considerations
|
Implementation of investment
strategy
|
Key performance
Indicators
|
Sustainability
indicators
|
Dividend income
To provide shareholders with regular, sustained,
long‑term
dividends.
|
Governance
The Company operates under a robust governance
framework. Read more on pages 100 to 133 in the full annual report
on the Company's website.
|
Board of Directors
|
Stewardship and oversight
|
Dividend income
7.0p
Dividends per share paid for the year ended 30
September 2024
|
Governance
50%
Board positions filled with either gender or
ethnically diverse members
|
Capital preservation
To preserve the capital value of its investment
assets over the long term.
|
Environmental
The Investment Adviser positively screens for
assets which benefit the environment. Read
more below.
|
Investing
The Company seeks to generate exposure to
infrastructure debt and/or similar assets in the renewable energy,
social
housing and
PPP/PFI sectors.
The Investment Adviser provides advisory
services relating to the
portfolio in accordance with
the Company's investment objective and
policy.
Financing
The Company manages its capital
on a highly conservative basis, with
consideration given to stakeholder needs.
The Investment Adviser is implementing the
Board's capital allocation policy in order to rebalance the
portfolio and increase shareholder returns.
|
Operating
The Company pays careful attention to the
control and management of the portfolio and its operating
costs.
The day-to-day provision of investment advice
and administration of the Company is provided by the Investment
Adviser and the Administrator respectively, whose roles are
overseen by the Board.
Managing
As an investment company, the Company seeks to
take investment risk.
The Investment Adviser works alongside the Board
to manage risks and shape the risk policy of the Company. It is
also responsible for risk monitoring, measuring and
managing.
|
Capital preservation
0.41%
Aggregate downward revaluations since IPO¹
(annualised)
|
Environmental
1,320
GWh
Renewable energy exported by portfolio
assets
|
Diversification
To invest in a diversified portfolio of debt
and/or similar assets secured against UK infrastructure
projects.
|
Social
The Investment Adviser positively screens for
assets which benefit society. Read more below.
|
Financing
The Company manages its capital on a highly
conservative basis, with consideration given to stakeholder
needs.
|
Managing
As an investment company, the Company seeks to
take investment risk.
|
Diversification
50
Number of investments at 30 September
2024
|
Social
801
FTEs at portfolio asset level
at 30 June 20242
|
|
Financial
The Company uses credit facilities,
hedging arrangements, cash flow forecasts and
stress scenarios to ensure financial viability. Read more
below.
|
The Investment Adviser is implementing the
Board's capital allocation policy in order to rebalance the
portfolio and increase shareholder returns.
|
The Investment Adviser works alongside the Board
to manage risks and shape the risk policy of the Company. It is
also responsible for risk monitoring, measuring and
managing.
|
|
Financial
0.32
times3
Basic dividend cover (IFRS)
at 30 September 2024
|
1. APM - for definition and calculation
methodology, refer to the APMs section below.
2. Twelve month period to 30 June 2024 to
facilitate data inclusion in the annual report.
3. The dividend of 7.0 pence per share is fully
covered by an adjusted EPS1 of 7.09 pence per
share.
Company impact
Sustainability
credentials
The Company has a positive environmental impact
through its investments in renewable energy, PPP/PFI and supported
living. The Board aims to enhance the integration of ESG criteria
in the Company's operations, ensuring that the portfolio not only
addresses the current needs of stakeholders, but is also able to
adapt to future challenges.
The Investment Adviser continued its data
collection project this year to collect material ESG metrics from
assets in its portfolio. The data collection project enables the
Investment Adviser to assess the impact portfolio assets are having
on the environment and society. The process involves the Investment
Adviser's portfolio management team liaising with each asset
operator to obtain relevant ESG data on the underlying portfolio
assets. The data points that are considered material by the
Investment Adviser are detailed in the table below.
The data collection project enabled the
Investment Adviser to compare data with the previous year. It was
noted that the 1,320 GWh of renewable energy exported by portfolio
assets marginally decreased during the year, primarily due to
reduced wind power and solar irradiance. The percentage of SPVs
with at least one female board member increased from 36% to 49%
year-on-year, following the appointment of an additional female
director to SPV boards.
Further information on the Company's data
collection project can be found below.
SDG alignment of the Company's
portfolio:
SDG 3 - GOOD HEALTH AND
WELL-BEING
|
SDG 4 - QUALITY
EDUCATION
|
UN SDG target 3.8
|
UN SDG target 4.1
|
1,649
|
40
|
49
|
26,196
|
Hospital beds provided by
portfolio1
|
Healthcare facilities
in portfolio1
|
Schools in portfolio1
|
School places provided
by portfolio2
|
2023: 1,6764
|
2023: 404
|
2023: 494
|
2023: 26,6884
|
|
|
|
|
SDG 5 - GENDER
EQUALITY
|
SDG 7 - AFFORDABLE AND CLEAN
ENERGY
|
UN SDG target 5.5
|
UN SDG target 7.2
|
50%
|
49%
|
1,320 GWh
|
488,842
|
Board gender and
ethnic diversity5
|
Gender diversity of SPV company
boards5
|
Renewable energy exported by portfolio
assets1
|
Equivalent homes powered by portfolio
assets1,7
|
2023: 50%6
|
2023: 36%6
|
2023: 1,398 GWh2
|
2023: 450,8892
|
|
|
|
|
SDG 8 - DECENT WORK AND ECONOMIC
GROWTH
|
SDG 9 - INDUSTRY,
INNOVATION
|
|
AND INFRASTRUCTURE
|
UN SDG target 8.3
|
UN SDG target
9.3
|
UN SDG target
9.4
|
54,493
|
801
|
£1.7bn
|
21%
|
Number of underlying assets
in portfolio5
|
FTEs at portfolio assets3
|
Total investment in infrastructure projects
since IPO
|
SPVs reporting energy conservation
strategies3
|
2023: 55,2806
|
2023: 8564
|
2023: £1.7bn⁶
|
2023: 42%4
|
|
|
|
|
SDG 11 - SUSTAINABLE CITIES AND
COMMUNITIES
|
SDG 15 - LIFE ON LAND
|
UN SDG target 11.1
|
UN SDG target 15.5
|
£202.8m
|
905
|
64%
|
60%
|
Investment in social housing projects
since IPO
|
Number of social
housing units3
|
Renewables portfolio reporting habitat
gain or loss3
|
SPVs reporting ESG as a board
agenda item3
|
2023: £166.7m6
|
2023: 9054
|
2023: 65%4
|
2023: 60%4
|
|
|
|
|
SDG 17 - PARTNERSHIPS FOR THE
GOALS
|
|
|
UN SDG target 17.2
|
|
|
£428.1m
|
35%
|
|
|
Investments in PPP/PFI since IPO
|
SPVs reporting local
|
|
|
|
community initiatives3
|
|
|
2023: £428.1m6
|
2023: 47%4
|
|
|
1. Twelve month period to 30 June
2024.
2. Twelve month period to 30 June
2023.
3. At 30 June 2024.
4. At 30 June 2023.
5. At 30 September 2024.
6. At 30 September 2023.
7. Source: Ofgem, average
gas and electricity usage.
Q&A with the Investment Adviser
Philip
Kent
CEO, Investment Adviser
Capital
allocation policy
Do
you expect to fully execute on the targets laid out in the
capital allocation policy, and what is next for the Company
once it has completed its stated aims?
To facilitate the aims of the policy, the
Investment Adviser has been focused on executing disposals and
refinancing processes to realise the £150 million capital target.
The Company's disposals total £38.2 million at the end of 2024,
with a pipeline of additional disposals in excess of £150 million.
We have experienced consistent delays across transactions
throughout the year, with processes taking longer than expected
across all sectors. However, the Board and the Investment Adviser
remain committed to achieving the stated aims of the capital
allocation policy as quickly as possible.
The capital allocation policy was developed in
conjunction with shareholders to help address the disconnect
between share price and NAV. Once the Company has executed on the
stated aims of the policy, the Board will re-evaluate its position
based on the price at which shares are trading. If there is a
material discount1 thereafter, the Board will evaluate
the merits of continuing to return capital to shareholders against
the risks of decreasing the Company's scale. Nevertheless, we, and
the Board remain optimistic about future investment
opportunities.
The new Government has made encouraging
commitments to decarbonisation that will require significant
investment across the UK. A heightened interest rate environment
also offers the opportunity to take materially reduced risk to
achieve the same level of return or capture elevated returns from
new technologies that will form part of the Government's
decarbonisation mandate.
Investment
opportunities
Where does the Investment Adviser see
attractive opportunities in the UK infrastructure
market?
The UK infrastructure market finds itself
in a far better position than it was at this time last
year, with aggressive ambitions for deployment of renewables: 60GW
offshore wind, 50GW solar photovoltaic, 30GW onshore wind and 10GW
of low carbon hydrogen capacity, and decarbonisation of the
electricity grid by 2030. This comes alongside policy support in a
number of new sectors, including a cap and floor scheme for
long-duration energy storage, and ambitions for four industrial
carbon capture and storage clusters sequestering 20 to 30 million
tonnes of carbon dioxide per year by 2030.
The Company is well placed to benefit from a
transitioning subsidy landscape, and has a track record of being an
early-mover in new sectors, particularly through its focus on debt.
Significant policy developments will be required in the next decade
to support widespread decarbonisation across existing sectors (wind
and solar), but also across a broad spectrum of industries
including heat, transport, industry and agriculture. There are
attractive opportunities to benefit from enhanced returns in new
technologies before yields compress, which is an approach the
Company has a legacy of executing. Fundamentally, the ambitions
stated will require levels of investment that have not previously
been seen, and this will stretch liquidity in the market, providing
further investment opportunities for the Company.
1. APM - for definition and calculation
methodology, refer to the APMs section below.
Share price
performance
What
do you believe has caused the disconnect between share price rating
and NAV?
There are several reasons for the
discount1 between the share price and underlying NAV.
One of the most significant reasons is the current interest rate
environment, as increases in base rates have fed through to
discount rates, which has caused valuations to decrease. This has
increased the cost of debt, with many investment companies relying
on leverage for capital deployment programmes and to enhance
returns. At the same time, investors have seen an attractive
opportunity to reallocate into traditional fixed income such as
government and corporate debt.
We now find ourselves in a position where
central banks have started to cut interest rates, and we hope
that as this progresses the relative attractiveness of listed
investment companies increases.
The increased interest rate environment has
highlighted areas of stress within some investment companies, where
shareholders have focused on valuations, highlighting a lack of
uniformity in methodology. In a handful of isolated cases, flaws in
certain approaches have caused contagion across a whole asset
class, such as social housing and battery energy
storage.
Cost
disclosure
Can
you explain the legacy of double counting in cost disclosure, and
what recent developments mean for investment
companies?
In the United Kingdom, the Financial Conduct
Authority ("UK FCA") is responsible for implementing regulations to
ensure a financial product is transparent when disclosing the costs
associated with investing. These costs can include fees for fund
management, transaction costs or the charges of underlying assets.
The aim for cost disclosure is to provide investors with a clear
view of how much they are paying, which allows them to make
informed decisions.
In 2018, the European Union ("EU") introduced
the Packaged Retail and Insurance-based Investment Products
("PRIIPs") regulation, which required investment managers to
provide retail investors with a Key Information Document ("KID"),
explaining a product's features, risks and all associated costs,
including their ongoing charges figures ("OCFs"). This regime runs
parallel to the 2009 Undertakings for the Collective Investment in
Transferable Securities ("UCITS") regulation, which applies to the
EU and any UK funds that market themselves to EU
investors.
Following Brexit, the UK began work on updating
its own PRIIPs regime, with the UK FCA reviewing and adjusting the
framework to make it more relevant to the UK market. As part of
this, the UK FCA implemented new cost disclosure guidance on 1
July 2022, which required closed‑ended investment companies to report in the
same way as open-ended funds.
These regulations aimed to increase transparency
for non-UCITS vehicles by requiring them to disclose their costs
more clearly. However, as investment companies already provided
detailed cost information under the former rules, institutional
investors and intermediaries were made to report these costs again
in their own disclosures to clients, which has resulted in double
counting. As a result of the double counting, some investors have
been unable to invest in investment companies or have significantly
reduced their exposure.
It is broadly accepted by the industry and by
the Government, that this single aggregated figure is not an
accurate representation of the actual costs of investment in shares
in an investment company. Following the successful campaigning of a
group of parliamentarians and industry participants, HM Treasury
proposed a Statutory Instrument to remove the requirement for
investment companies, along with persons advising on or selling
shares of investment companies, to produce a KID. Additionally,
investment companies, and firms investing in them will not be
required to disclose costs and charges relating to investment
companies to clients, pursuant to the MiFID Org
Regulation.
The Statutory Instrument became law on 22
November 2024. However, additional issues have been encountered
post period end, with investment platforms continuing to require
ongoing charges to be disclosed in the KID. We continue to monitor
the impact of cost disclosure on the Company, and the Investment
Adviser has been active in the campaign to resolve the
issue.
1. APM - for definition and calculation
methodology, refer to the APMs section below.
Investment Adviser's report
Company
position
The Company's portfolio remains well diversified
across a wide range of operational renewable energy projects,
social infrastructure (through PPP/PFI schemes) and supported
living projects. The Company's explicit diversification objective
has historically enabled it to adapt to developments in any one
sector (such as decreasing yields and more competition) and move
into other areas if a sector no longer represents attractive
risk-adjusted returns.
In the 14 years since its IPO, the Company has
seen this cycle play out across multiple sectors and has adapted
its approach to investing as one sector matures or sought out new
sectors for investment. Similarly, where there have been changes to
investor sentiment around certain sectors (such as supported
living) or an end to a subsidy regime (such as in PPP/PFI), the
Company has been able to maintain its investment policy, objective
and strategy which have been consistent since IPO.
Key investment
activity
The Investment Adviser's focus for the year has
been executing the Company's capital allocation policy. The first
disposal contributing to the stated aims was completed in April
2024. Post year end, one additional disposal was completed, with
another disposal expected to complete, subject to contract. As
previously noted, there are three stated aims of the policy:
reducing leverage, returning capital to shareholders,
and adjusting exposure to supported living and merchant
electricity prices within the portfolio.
The Company has made material progress in
reducing leverage, with total commitments reduced from £190 million
to £150 million in March 2024, and drawn balances reduced to
£57 million at year end, down from £104 million at 30
September 2023. This represents a net debt position of £45.2
million at 30 September 2024 and an LTV of 6.2%.
Furthermore, the Company completed buybacks of
3.4 million shares for a consideration of £2.2 million.
Post year end, the rooftop solar assets disposal
and the expected disposal of onshore wind assets will reduce loans
with exposure to merchant electricity prices by c.£27 million. The
Investment Adviser is progressing transactions which will
materially reduce the Company's exposure to the supported living
sector in 2025.
New investments have not been a priority for the
Company due to its focus on its capital allocation policy. However,
the Company has completed a handful of follow-on investments to
optimise the performance of existing portfolio investments and made
one new investment to support an existing borrower. A full summary
of investments and repayments for the year is shown
below.
Investment
risk
The table below details the Investment Adviser's
view of the changes to the risk ratings for sectors where changes
have been observed in the past year.
Risk
|
Sector
|
Change in year
|
Description
|
Market
risk
The risk of an investment being exposed to
changes in market prices, such as electricity prices or
inflation.
|
Renewables
(all sectors)
|
Decreased
|
Electricity prices have continued to soften over
the course of 2024, with reduced levels of volatility across the
sector. However, geopolitical tensions in the Middle East continue
to pose a risk.
The Company is exposed to electricity prices and
inflation as part of its renewable energy portfolio, and the higher
price environment has been beneficial to its assets. In the year,
inflation has eased to a level where this is no longer an issue for
borrowers, causing the risk to decrease.
|
Supported living
|
Decreased
|
Inflationary increases in the interest rates on
Company's loans weren't matched on a pass-through basis with
increases in local authority rent payments during periods of
abnormal inflation, which place the Company's borrowers under
pressure.
|
Credit
risk
The risk of reliance on customers and suppliers
to provide goods and/or services for a project and manage certain
project risks as
part of such arrangements.
|
Supported living
|
Decreased
|
The leases on the underlying properties have
inflation linkage and, as such, the amounts charged to RPs have
increased during the year. The underlying RPs have agreed to pass
the increases on to local authorities. As inflation has eased, this
pressure has decreased. We have also seen material progress by the
RPs to improve their governance protocols to comply with the RSH's
standards.
|
Operational
risk
The risk of exposure to the construction and/or
operations of
a project associated with the
failure of people, processes and/or systems
required to monetise an asset.
|
Renewables (all sectors)
|
Decreased
|
Operations have improved across the portfolio,
with changes in the management and operational teams at certain
biomass and bio-power plants having positive impacts on
performance.
|
Legal/regulatory risk
The risk associated with changes
to laws and/or regulations. This covers UK-wide,
non-specific risks, such as changes to the tax regime, and specific
risks such as changes to a subsidy regime that a project relies
on.
|
Renewables (all sectors)
|
Decreased
|
The UK finds itself in a very different position
to this time last year, with a new Government and considerably more
certainty around policy support for renewable energy. The clean
energy transition is second only to economic growth in the new
Government's mandate, early policy developments, and further
detailed announcements as part of the Autumn Budget, suggest a
supportive policy environment.
Significant changes to the UK tax regime are
unlikely to impact the Company's portfolio of loans.
|
Interest
capitalised
The Company received total loan interest income
of £87.3 million (30 September 2023: £80.8 million) from the
underlying investment portfolio. Of this, £65.1 million was
received in cash and £22.2 million was capitalised in the year
(30 September 2023: £58.8 million and £22.0 million
respectively). Refer to note 3 for further information. The
capitalisation of interest occurs for three reasons:
1) Where interest has been paid to the Company
late (often as a result of moving cash through the Company and
borrower corporate structures), a capitalisation automatically
occurs from an accounting point of view.
2) On a scheduled basis, where a loan has been
designed to contain an element of capitalisation of interest due to
the nature of the underlying cash flows. Examples include projects
in construction that are not generating operational cash flows, or
subordinated loans where the bulk of subordinated cash flows are
towards the end of the assumed life of a project, after the
repayment of senior loans. Planning future capital investment
commitments in this way is an effective method of reinvesting
repayments received from the portfolio back into other portfolio
projects.
3) Where loans are not performing in line with
financial models, resulting in:
(i) lock-up of cash flows to
investors who are junior to senior lenders; and
(ii) cash generation is not sufficient to
service debt.
Other unscheduled capitalisations in the year
related to the re-direction of cash flows into three gas-to-grid
anaerobic digestion projects in Scotland to address performance
issues encountered in the year.
The table below shows a breakdown of interest
capitalised during the year and amounts paid as part of final
repayment or disposal proceeds:
|
30
September
|
30
September
|
30
September
|
30
September
|
|
2024
|
2024
|
2023
|
2023
|
|
£'000
|
£'000
|
£'000
|
£'000
|
Loan interest
received
|
|
65,129
|
|
58,791
|
Capitalised (planned)
|
14,868
|
|
18,253
|
|
Capitalised (unscheduled)
|
7,300
|
|
3,706
|
|
Loan interest
capitalised
|
22,168
|
|
21,959
|
|
Capitalised amounts subsequently settled as a
repayment
|
(9,297)
|
9,297
|
(10,822)
|
10,822
|
Adjusted loan
interest capitalised1
|
12,871
|
|
11,137
|
|
Adjusted loan
interest received1
|
|
74,426
|
|
69,613
|
The table below illustrates the forecast
component of interest capitalised that is planned and
unscheduled.
|
30
September
|
% of total interest
|
2024
|
2025
|
2026
|
2027
|
2028
|
2029
|
Capitalised (planned)
|
19%
|
9%
|
9%
|
10%
|
14%
|
10%
|
Capitalised (unscheduled)
|
9%
|
1%
|
-
|
-
|
-
|
-
|
The Investment Adviser and the independent
Valuation Agent review any capitalisation of interest and
associated increases to borrowings to confirm that such an increase
in debt, and the associated cost of interest, can ultimately be
serviced over the life of the asset. To the extent an increase in
loan balance is not serviceable, a downward revaluation is
recognised, notwithstanding that such an amount remains due and
payable by the underlying borrower and where capitalisation has not
been scheduled, it attracts default interest payable.
1. APM - for definition and calculation
methodology, refer to the APMs section below.
Sector background and update
Renewables
Renewable projects generate renewable energy
across the heat, electricity and transport sectors and benefit from
long‑term Government
subsidies.
62%
Percentage of portfolio by value
£597.8m
Valuation of sector
Background
Renewable energy comprises energy sources that
naturally replenish themselves and have a positive environmental
impact. The Company was an early-mover in supporting renewable
energy projects in the UK. Over the last decade, it has invested in
a range of technologies across the sector, initially financing a
portfolio of domestic rooftop solar projects in 2011, an investment
that has grown to c.50,000 systems today.
Since the Company's IPO in 2010, many subsidy
support regimes have come and gone in the UK, with the portfolio
benefiting from exposure to a range of subsidies. The UK has made
significant progress with its decarbonisation objectives, but to
fully achieve its ambitions, it needs to go further and
faster.
Current
position
The new Government has made the clean energy
transition second only to economic growth in its mandate, showing
clear conviction in introducing new policy and funding support for
renewable energy. With ambitious targets for the deployment of
existing mature technologies, as well as new policy support to
facilitate the transition of sectors at a more nascent stage, two
new funding bodies have been established, the National Wealth Fund
and Great British Energy.
The CfD remains the key support mechanism for
low-carbon generation and supports both mature and developing
technologies. The results of the sixth allocation round were
announced in September 2024, which awarded contracts for 9.6GW of
capacity, a significant improvement from the previous round. The
existing pool of alternate support mechanisms includes the Green
Gas Support Scheme and the Net Zero Hydrogen Fund.
The UK renewable energy market remains subject
to the results of the Review of Electricity Market Arrangements
("REMA"), which was launched in response to a rapidly evolving
electricity system with an increasingly volatile generation mix and
demand profile. The Investment Adviser hopes the aspirations of the
new Government in encouraging new deployment will factor into
policy considerations before sweeping changes are made.
Future
outlook
Ambitious targets have been set in the UK not
just for electricity generation, but across the wider energy
transition, with a new framework for carbon capture clusters
located across industrial clusters in the UK, as well as mandated
levels of sustainable aviation fuel ("SAF") usage, and deployment
of electric vehicles ("EVs"). The outlook for the renewable energy
market in the UK is the most positive it has been in over a decade,
and the ambitions of the new Government have the potential to
significantly accelerate deployment of both mature and emerging
technologies.
Reform of the planning regime in the UK is
essential to facilitate the deployment of new renewable energy. The
Company will continue to monitor the success of the new Government
in reforming and modernising the planning process to facilitate its
targets.
The Board and Investment Adviser are actively
monitoring the development of new subsidy regimes in the UK, and
believe the Company is well placed to benefit from new policy
frameworks when it is in a position to resume investing.
Impact
1,320 GWh
- Renewable energy exported by portfolio
assets1
SDG
alignment
SDG 7 - AFFORDABLE AND CLEAN ENERGY
SDG 8 - DECENT WORK AND ECONOMIC
GROWTH
1. Twelve month period to 30 June 2024 to
facilitate inclusion in the annual report.
UBB Waste
facility
UBB Waste is an energy-from-waste facility
located in Gloucester. It disposes of Gloucestershire's residual
waste by processing waste that remains after the residents of
Gloucestershire have separated out as much of the recyclable and
green waste as they can. This is waste that would otherwise go to
landfill.
The facility is largely automated and combusts
up to 190,000 tonnes of waste each year (approximately 75% of which
is provided by Gloucestershire County Council). Heat generated from
the combustion process is then converted into electricity through
the application of a steam turbine. Generating more than 14.6MW,
the facility produces enough electricity to power the equivalent of
c.25,000 homes each year.
Construction of the facility began in August
2016 and reached completion in October 2019. The Company first
invested £48 million via senior secured debt in 2017. The loan is
amortising, with the interest rate set at 7.92% and the final
repayment date set for 2042.
Revenue from the project comes from various
sources and is highly contracted. A significant proportion comes
from 'gate fees' for processing waste, which are at a fixed price
and index linked through a CfD agreement with Gloucestershire
County Council over a 25 year concession period.
The capacity that remains after Gloucestershire
County Council has delivered all residual household waste generated
within the county is serviced by processing additional waste from
nearby third party commercial and industrial parties. This presents
an opportunity for the Gloucestershire energy-from-waste facility
to earn additional gate fees.
Another significant source of revenue comes from
the electricity generated by the facility, which is sold directly
into the grid via a PPA agreement at a fixed price.
As an investment, the Gloucestershire
energy‑from-waste facility has
several defensive characteristics. Barriers to entry in terms of
construction are extremely high, it's a real asset providing a
valuable service and, because the Company is invested in its debt,
there's the added benefit of capital structure
protection.
Sustainability
indicators
Environment
65,360 MWh
Energy exported in
2023/241
Social
44
FTEs at portfolio
asset level1
Governance
3
ISO certifications1
Financial
£39.7m
Valuation at 30 September 2024
1. Data at 30 June 2024 to facilitate inclusion
in the annual report.
Supported living
Supported living projects create long-dated cash
flows supported by the UK Government through the secured pledge of
centrally funded benefits.
12%
Percentage of portfolio by value
£118.1m
Valuation of sector
Background
The Company has historically targeted a subset
of social housing provision referred to as 'supported living',
through financing the development or conversion of existing
accommodation to suit specific care requirements of individuals
with learning, physical or mental disabilities. This involves
providing debt finance to entities that own and develop properties
which are leased under a long-term fully repairing and insuring
lease to RPs who operate and manage the properties. The RPs receive
housing benefits for individuals housed in such properties. The
budget for housing benefits in this sector is funded by the central
Government and has historically been, and remains, highly protected
and uncapped.
Current
position
As the Company has reported previously, a number
of RPs to which the Company's investments are exposed have
historically been graded non-compliant in respect of governance and
financial viability by the Regulator of Social Housing ("RSH").
During the year, new management was appointed in a number of the
non-compliant RPs, with positive progress made in addressing the
concerns of the RSH. The Company has agreed to a number of
concessions in the contracts between RPs and borrowers which seek
to enhance the financial viability of these entities and retain the
long-term value of its investments.
The Investment Adviser maintains the view that
the fundamentals of the sector, which is underpinned by a
well‑protected housing benefit
budget and a care model that has demonstrated healthcare and
financial benefits for the recipients and the UK Government, remain
attractive. However, listed companies specialising in the sector
have faced a number of challenges, with these issues negatively
impacting sentiment towards the asset class.
Future
outlook
The Company is aware of the concerns of some
shareholders regarding the sector and has highlighted its intention
to reduce its exposure to the sector as part of its capital
allocation policy. The Investment Adviser has been exploring
opportunities for the Company to reduce its exposure through
disposals or refinancings and expects to materially reduce
investment in the sector in the future.
Impact
3,050 - People
housed in supported accommodation1
SDG
alignment
SDG 9 - INDUSTRY, INNOVATION AND
INFRASTRUCTURE
SDG 11 - SUSTAINABLE CITIES AND
COMMUNITIES
1. Data at 30 June 2024 to facilitate data
inclusion in the annual report.
Hilldale
Housing Association
The Company has, since 2015, been invested in a
portfolio of 20 properties which provide 94 units that are leased
to Hilldale Housing Association ('Hilldale'), a not-for-profit RP
of social housing in the UK and a subsidiary of Change Housing.
Hilldale provides supported living accommodation to vulnerable
adults with learning disabilities, mental health issues, and other
physical or sensory disabilities. The Company's exposure is held
through senior debt facilities extended to two underlying
borrowers.
Hilldale operates under a 'lease-based' model,
holding properties under long-term leases and letting them out to
individuals in return for exempt rents which are claimed from local
authorities. As has been highlighted previously, the specialist
supported living industry has faced a number of challenges in
recent years as the sector has matured and regulations and
regulatory oversight have evolved. Lease-based social housing
providers have faced continued scrutiny from the RSH, in particular
around their financial viability given the structure under which
they operate. Hilldale has not been immune from this, and has been
working to stabilise the business and improve its financial
position and standing with the regulator.
It has also been working through a period of
increased costs driven by higher energy prices and inflationary
pressures. As a result, the Company has been collaboratively
working with Hilldale to ensure that support is provided both to
the company itself and to its tenants.
In 2023, the Company, via its borrowers, agreed
to a cap on the inflation applied to contractual lease rents due
from Hilldale, limiting this to 7% compared to CPI, which has been
at times in excess of 10%. In March 2024, the Company and its
borrowers agreed to provide further support to Hilldale to help it
achieve its long‑term
financial goals, providing a minor reduction in lease rents payable
and a one year break in lease rent indexation. This has allowed
Hilldale to navigate the challenges above, as well as the increased
costs which it has been facing. This agreement has aligned the
leases with industry standards, including the timing of rental
indexation and the provision of support for the improvement of EPC
ratings across the portfolio.
As a result of this support, Hilldale is now in
a good position and can continue with its goal of supporting
vulnerable individuals. Its relationship with the Company remains a
positive one.
Sustainability
indicators
Environment
D
Average EPC rating1
Social
14
FTEs at portfolio
asset level1
Governance
5
Governance policies
implemented1
Financial
£17.7m
Valuation at 30 September 2024
1. Data at 30 June 2024 to facilitate inclusion
in the annual report.
PPP/PFI
PPP/PFI enables the procurement of private
sector infrastructure financing through access to
long‑term, public sector
backed and availability-based payments.
26%
Percentage of portfolio by value
£244.1m
Valuation of sector
Background
Partnerships between the public and private
sector to develop, build, own and operate (or a combination
thereof) infrastructure have taken a number of forms, with the best
known as PFI (Public Finance Initiative), which originated in the
UK in the mid-1990s. Since this time, over £60 billion has been
invested in the development of new projects across the healthcare,
education, leisure, transport and other sectors under such schemes.
The design and implementation of revenue support mechanisms such as
PFI has been devolved to the Scottish, Welsh and Northern Irish
administrations. The Company has exposure to a number of asset
classes within the PPP/PFI sector including education, healthcare,
waste, leisure and housing.
Current
position
The PPP/PFI model for procuring infrastructure
fell out of favour before 2020 and there are no material new
projects expected to be procured this way in the medium term in
England. In Scotland and Wales, the devolved administrations have
designed versions of the Mutual Investment Model ("MIM") to
facilitate private finance which supports major capital projects,
with success developing healthcare, education and transportation
projects. To date, these have been large projects benefiting from
significant competition for financing and competitive rates from
bank lenders.
Future
outlook
There has been speculation that the new
Government in the UK will develop a funding model which encourages
private capital to finance new social infrastructure; however,
there has not yet been any formal confirmation of this. If this
were to change, it would reverse long‑standing policies against the procurement of new
infrastructure using private sector finance, supported by
long‑term
availability‑based payments.
Should there be any changes to procurement models, or attractive
opportunities through the MIM regime, the Company would consider
investment opportunities alongside its broader capital allocation
policies.
Impact
26,196 - School
places at portfolio assets1
SDG
alignment
SDG 3 - GOOD HEALTH AND WELL-BEING
SDG 4 - QUALITY EDUCATION
1. Data at 30 June 2024 to facilitate data
inclusion in the annual report.
GCP Healthcare
1A
The Company has issued a loan note secured
against subordinated debt in the New Queen Elizabeth II ('QEII')
Hospital in Welwyn Garden City, and six Local Improvement Finance
Trust ("LIFT") projects in the South East and Midlands. The primary
counterparty for each project is the local Primary Care Trust
("PCT"). PCTs are statutory NHS bodies responsible for the delivery
of health services. The LIFT assets are underpinned via a head
lease with Community Health Partnerships ("CHP"), a Department of
Health and Social Care owned company.
The New QEII hospital in Welwyn Garden City is
the largest asset, a day hospital that opened in 2015 replacing the
original Queen Elizabeth hospital that opened in 1963. It provides
a range of outpatient clinics and services including blood tests,
as well as an urgent treatment centre which is open every
day.
The hospital was designed to be sustainable and
environmentally friendly; the shape and layout of the building
creates natural shading, the window glass prevents the building
from getting too hot and a planted green roof encourages
biodiversity.
The underlying loan is financed from the
subordinated cash flows that arise from the projects, with the
investment returning an IRR of 7.7%. The loan allows the Company to
earn an attractive yield from a portfolio of mature,
well‑performing PPP/PFI
projects that benefit from Government-backed cash flows without
taking equity risk, and therefore fits the Company's investment
strategy. The nature of the underlying projects (non-acute
healthcare services) is at the stable and secure end of the
infrastructure spectrum of asset types.
The Company's portfolio comprises loans secured
against 40 healthcare projects representing 9% of the portfolio by
value.
Sustainability
indicators
Environment
C
Average EPC rating1
Governance
8
Governance policies
implemented1
Financial
£2.8m
Valuation at 30 September 2024
1. Data at 30 June 2024 to facilitate inclusion
in the annual report.
Investment portfolio
Portfolio
performance
The Company is exposed to a portfolio of 50
investments with a weighted average annualised yield1 of
7.8% and an average life of eleven years. The portfolio has
performed materially in line with expectations during the year. The
priority for the Investment Adviser has been executing the capital
allocation policy, as it actively works to refinance or dispose of
investments to achieve its stated aims.
During the year, the Company announced the
disposal of its interest in loan notes secured against Blackcraig
Wind Farm, a 52.9MW onshore wind farm located in Dumfries and
Galloway, Scotland. The wind farm benefits from ROC subsidy support
and has been operational since 2018. The disposal occurred at a
6.4% premium to the valuation at 31 March 2024 and generated cash
proceeds of £31.4 million.
The disposal was supportive of the Company's
assessment of its conservation approach to valuation methodology
for the renewable energy assets in the portfolio. In line with the
objectives of the capital allocation policy, the proceeds of the
disposal were used to prepay drawn balances under the Company's
RCF.
From an operational perspective, the renewables
portfolio is performing in line with expectations, with the Company
benefiting from diversification in technologies across varying
weather patterns. Across renewable energy assets, wind speeds have
been below long-term averages nationwide, combined with a number of
electrical faults and elevated curtailment in Northern Ireland,
which has impacted performance. Solar irradiance has been below
budget, as the UK has suffered from less sunshine hours than
average over the last twelve months. The hydro portfolio benefited
from higher than average rainfall levels in the winter
period.
Previously, the Company reported ongoing
challenges at a portfolio of gas-to-grid anaerobic digestion
projects in Scotland. Significant progress has been made,
completing grid upgrade works to provide a more reliable method of
injecting biogas into the gas grid and reducing the likelihood of
curtailment. Further development to implement carbon capture and
storage capability at the projects is in process, with planning
permission granted on two of the three sites, and the third
application submitted for approval.
A portfolio of solar investments continues to be
exposed to the outcome of ongoing Ofgem audits relating to the
accreditation and ongoing compliance of eight ground-mount
commercial solar projects accredited under the RO. The Company had
no further contact from Ofgem during the year. Three projects in
total in the portfolio have had their ROCs revoked. Eleven projects
have been audited and retained their ROCs, while a further eight
remain subject to audit.
A claim has been filed in connection with the
Company's rights under the original investment documentation in
respect of the losses it has incurred due to the revocation. The
aggregate provisions in connection to the circumstances relating to
the audits total £6.9 million, which were recognised at 30
September 2023.
The Company remains confident that it will be
able to either solely or cumulatively: (i) address Ofgem's queries
to prevent or mitigate any negative impacts on the further eight
assets that remain under audit; (ii) successfully challenge any
adverse decision by Ofgem on other assets under audit; or (iii)
recover losses it incurs from third parties in relation to a breach
of investment documentation across all affected assets.
The Company made follow-on investments in
respect of these assets during the year, seeking to preserve and
enhance value by performing repowering and funding additional works
or exploration. The total quantum of these investments was
£0.75 million.
1. APM - for definition and calculation
methodology, refer to the APMs section below.
Portfolio
summary
Portfolio by sector
type
PPP/PFI
|
26%
|
Healthcare
|
9%
|
Education
|
6%
|
Waste (PPP/PFI)
|
4%
|
Leisure
|
3%
|
Housing (PPP)
|
2%
|
Energy efficiency
|
1%
|
Justice
|
1%
|
Renewables
|
62%
|
Solar (commercial)
|
15%
|
Wind (onshore)
|
13%
|
Solar (rooftop)
|
10%
|
Biomass
|
10%
|
Anaerobic digestion
|
9%
|
Hydro
|
2%
|
Geothermal
|
1%
|
Gas peaking
|
1%
|
Electric vehicles
|
1%
|
SH
|
12%
|
Supported living
|
12%
|
Portfolio by income
type
PPP/PFI
|
26%
|
Unitary charge
|
21%
|
Gate fee (contracted)
|
2%
|
Electricity (fixed/floor)
|
1%
|
Lease income
|
1%
|
ROC
|
1%
|
Renewables
|
62%
|
ROC
|
21%
|
Electricity (merchant)
|
17%
|
FIT
|
15%
|
RHI
|
3%
|
Electricity (fixed/floor)
|
3%
|
Pay per mile
|
1%
|
Embedded benefits
|
1%
|
Gas (merchant)
|
1%
|
Portfolio by annualised
yield1
>10%
|
4%
|
8-10%
|
29%
|
<8%
|
67%
|
Portfolio by average life
(years)
>20
|
14%
|
10-20
|
15%
|
<10
|
71%
|
Portfolio by investment
type
Senior
|
53%
|
Subordinated
|
41%
|
Equity
|
6%
|
1. APM - for definition and calculation
methodology, refer to the APMs section below.
Top
ten investments
Key
1
Project type
2
% of total portfolio
3
Cash flow type
1 Cardale PFI
Investments1
1
PPP/PFI
2
12.7%
3
Unitary charge
2 Gravis Solar
1
1
Commercial solar
2
9.7%
3
ROC/PPA/FiT
3 GCP Programme
Funding S14
1
Biomass
2
5.4%
3
ROC/RHI/Merchant
4 GCP Bridge
Holdings
1
Various2
2
5.0%
3
ROC/Lease/PPA
5 GCP Programme
Funding S10
1
Supported living
2
4.5%
3
Lease
6 GCP Programme
Funding S3
1
Anaerobic digestion
2
4.4%
3
ROC/RHI
7 Gravis Asset
Holdings H
1
Onshore wind
2
4.4%
3
ROC/PPA
8 GCP Biomass
2
1
Biomass
2
4.1%
3
ROC/PPA
9 GCP Social
Housing 1 B Notes
1
Supported living
2
3.8%
3
Lease
10 GCP Green
Energy 1 Ltd
1
Onshore wind/Commercial solar
2
3.7%
3
ROC/FiT/Merchant
Top ten revenue counterparties
|
% of total
portfolio
|
|
Top ten project service providers
|
% of total
portfolio
|
Ecotricity Limited
|
9.2%
|
|
WPO UK Services Limited
|
21%
|
Viridian Energy Supply Limited
|
7.8%
|
|
PSH Operations Limited
|
13%
|
Office of Gas and Electricity Markets
|
6.4%
|
|
Vestas Celtic Wind Technology
Limited
|
11%
|
Npower Limited
|
6.3%
|
|
Solar Maintenance Services Limited
|
10%
|
Statkraft Markets Gmbh
|
5.9%
|
|
A Shade Greener Maintenance Limited
|
9%
|
Bespoke Supportive Tenancies Limited
|
4.6%
|
|
2G Energy Limited
|
6%
|
Smartestenergy Limited
|
4.5%
|
|
Pentair
|
4%
|
Total Gas & Energy Limited
|
4.4%
|
|
Atlantic Biogas Ltd
|
4%
|
Good Energy Limited
|
4.4%
|
|
Thyson
|
4%
|
Gloucestershire County Council
|
4.1%
|
|
Gloucestershire County Council
|
4%
|
1. The Cardale loan is secured on a
cross-collateralised basis against 18 individual operational PFI
projects.
2. GCP Bridge Holdings is secured against a
portfolio of six infrastructure investments in the renewable energy
and PPP/PFI sectors.
Portfolio
overview
In the reporting year, the valuation of the
portfolio decreased from £1,046.6 million at the prior year end to
£960 million. The principal value of the portfolio at 30 September
2024 was £965.3 million (30 September 2023: £1,001.1 million).
Investments made and repayments received during the year are
summarised in the chart below:
Investment analysis for year ended 30
September 2024
Investments and
repayments
|
£m
|
New investments
|
2.6
|
Further advances
|
24.7
|
Scheduled repayments
|
(39.2)
|
Unscheduled repayments
|
(24.7)
|
Net investment/(repayment)
|
(36.6)
|
Sector
analysis
|
|
|
Investments
(£m)
|
|
Repayments (£m)
|
4.8
|
Anaerobic digestion
|
(5.2)
|
3.7
|
Biomass
|
(1.9)
|
0.4
|
Hydro
|
(1.7)
|
0.2
|
Onshore wind
|
(36.9)
|
-
|
Commercial solar
|
(5.0)
|
0.2
|
Rooftop solar
|
(3.6)
|
8.7
|
PPP/PFI
|
(8.2)
|
5.1
|
Supported living
|
-
|
0.6
|
Geothermal
|
-
|
0.9
|
Flexible generation
|
-
|
-
|
Electric vehicles
|
(1.4)
|
0.1
|
EV charging
|
-
|
2.6
|
Agriculture/ resource
use
|
-
|
Investments and
repayments post year end
|
£m
|
New investments
|
-
|
Further advances
|
0.3
|
Scheduled repayments
|
(2.1)
|
Unscheduled repayments
|
(6.8)
|
Net investment/(repayment)
|
(8.6)
|
Sector analysis
post year end
|
|
|
Investments
(£m)
|
|
Repayments (£m)
|
0.2
|
Anaerobic digestion
|
-
|
-
|
Biomass
|
-
|
-
|
Hydro
|
-
|
-
|
Offshore wind
|
-
|
-
|
Onshore wind
|
-
|
-
|
Commercial solar
|
(6.8)
|
-
|
Rooftop solar
|
(1.7)
|
-
|
PPP/PFI
|
(0.4)
|
-
|
Supported living
|
-
|
0.1
|
Geothermal
|
-
|
-
|
Flexible generation
|
-
|
-
|
Electric vehicles
|
-
|
-
|
EV charging
|
-
|
-
|
Agriculture/ resource
use
|
-
|
Capital
structure
As part of its investment portfolio, the Company
has targeted investments across a number of asset classes and
within different elements of the capital subordinated or
equity.
Discount
rates
The independent Valuation Agent carries out a
fair market valuation of the Company's investments on behalf of the
Board on a quarterly basis. The valuation principles used by
the independent Valuation Agent are based on a discounted cash flow
methodology. A fair value of each asset acquired by the
Company is calculated by applying an appropriate discount rate
(determined by the independent Valuation Agent) to the cash flow
expected to arise from each asset. Further information is included
in note 19.3 to the financial statements.
The weighted average discount rate used across
the Company's investment portfolio at 30 September 2024 was 7.95%,
compared to 7.69% at 30 September 2023. Increases to
discount rates were applied by the independent Valuation Agent
during the year as a result of the changes in gilt and wider credit
markets, and with reference to market transactions. The third party
independent valuation of the Company's portfolio at 30 September
2024 was £960 million (30 September 2023: £1,046.6 million). The
principal value was £965.3 million (30 September 2023: £1,001.1
million) at the year end.
The valuation of investments is sensitive to
changes in discount rates and sensitivity analysis detailing this
is presented in note 19.3 to the financial statements.
Performance
updates
The specific factors that have impacted the
valuation in the reporting year are summarised in the table
below.
Valuation performance
attribution
|
|
Impact
|
Impact
|
Driver
|
Description
|
(£m)
|
(pps)
|
Tax
computations
|
Impact of the latest tax computations
|
1.1
|
0.13
|
Principal
indexation
|
Contractual inflationary adjustment to loan
principal
|
0.8
|
0.09
|
Other
inflationary movements
|
Other inflationary mechanics across the
portfolio
|
3.2
|
0.37
|
|
Total upward
valuation movements
|
5.1
|
0.59
|
Discount
rates
|
Increase in discount rates across the
portfolio
|
(10.6)
|
(1.22)
|
Power
prices¹
|
Power price movements in the year
|
(13.7)
|
(1.58)
|
Energy yield
assessment
|
Updated portfolio energy yield
assessment
|
(7.8)
|
(0.90)
|
Project
long-term budget
|
Updates to the long-term budget for a waste wood
power station
|
(5.6)
|
(0.65)
|
Inflation
forecast
|
Inflation movements in the year
|
(3.4)
|
(0.39)
|
Onshore wind
asset outage
|
One-off valuation adjustment to reflect an
onshore wind asset outage
|
(2.0)
|
(0.23)
|
Actuals
performance
|
Impact of renewables actual generation lower
than forecast
|
(3.0)
|
(0.35)
|
Other downward
movements
|
Other downward movements
|
(3.2)
|
(0.37)
|
|
Total downward
valuation movements
|
(49.3)
|
(5.69)
|
Interest
receipts
|
Net valuation movements attributable to the
timing of debt service payments between periods
|
(7.6)
|
(0.88)
|
Net realised
gains
|
Historic indexation realised on loan
repayment
|
1.9
|
0.22
|
|
Total other
valuation movements
|
(5.7)
|
(0.66)
|
|
Total net
valuation movements before hedging
|
(49.9)
|
(5.76)
|
Commodity swap
- unrealised²
|
Derivative financial instrument entered into for
the purpose of hedging electricity price movements
|
(0.4)
|
(0.05)
|
Commodity swap
- realised²
|
|
0.9
|
0.10
|
|
Total net
valuation movements after hedging
|
(49.4)
|
(5.71)
|
1. Refer to commodity swap below.
2. The derivative financial instrument is
utilised to mitigate volatility in electricity price movements as
detailed above, refer to note 18 for further details.
Pipeline of
investment opportunities
The Company's focus this year has been on
executing its capital allocation policy, however, it continues to
engage with market participants to stay informed of transaction
activity and potential investment opportunities across existing
sectors and emerging technologies. With the current elevated Bank
of England base rates, the cost of debt from banks, offered at a
margin over SONIA, is higher than it has been historically, which
means the Company is more competitive than it would be in a
low-rate environment. Current market opportunities offer the
potential to reinvest at a lower risk-adjusted return, or to seek
out significantly higher returns. The Company also has potential
follow-on investment opportunities in the existing portfolio,
benefiting from the known credit of existing
counterparties.
Portfolio
sensitivities
This section details the sensitivity of the
value of the investment portfolio to several risk factors to which
it is exposed. A summary of the overall investment portfolio risks,
and the Investment Adviser's view of the changes in risk, can be
found above. Sensitivity analysis to changes in discount rates on
the valuation of financial assets is presented in note 19.3 to the
financial statements.
Renewable valuations
The table below summarises the key assumptions
used in forecasting cash flows from renewable assets in which the
Company is invested, and the range of assumptions the
Investment Adviser observes in the market.
The Investment Adviser does not consider that
the market compensates such differences in assumptions by applying
a higher or lower discount rate to recognise the increased or
decreased risks respectively of a valuation, resulting in potential
material valuation differences. This is shown in the sensitivity of
the Company's NAV to a variation of such assumptions in the table
below, on a pence per share basis.
Assumption
|
Company
approach
|
Lower
valuations
|
Estimated NAV impact
(pence per share)
|
Higher
valuations
|
Electricity
price
forecast1
|
Futures (three years) and Afry four quarter
average long term. Electricity Generator Levy applied
until
31 March 2028
|
Afry Q3 2024 Central-Low
|
(3.25)
|
3.57
|
Aurora Q3 Central 2024
|
Capture
prices
(wind,
solar)
|
Asset-specific curve applied to
each project
|
Higher capture prices
|
(0.60)
|
3.17
|
No capture prices
|
Asset
life
|
Lesser of planning, lease, technical
life (20-25 years)
|
Contractual limitations
|
-
|
2.83
|
Asset life of 40 years (solar) and 30 years
(wind)
|
Taxation
|
Long-term corporation tax assumption of 25.0%
from 1 April 2023
|
Long-term corporation tax assumption of 25.0%
from 1 April 2023
|
-
|
0.68
|
Short-term corporation tax assumption of 25.0%
then 19.0% thereafter
|
Indexation
|
OBR forecast in the short term, followed by
long-term RPI of 2.5%
and long-term CPI of 2.0%
|
OBR forecast in the short term, followed by
long-term RPI of 2.5% and long-term CPI of 2.0%
|
-
|
0.29
|
0.5% increase to inflation forecasts
|
1. Lower valuations updated to reflect the Afry
Q3 2024 Central-Low curve, compared to the previous year which used
the Afry Q3 2023 curve.
Inflation
A total of 47% of the Company's investments by
value have some form of inflation protection. This is structured as
a direct link between the return and realised inflation (relevant
to the supported living assets and certain renewable assets) and a
principal indexation mechanism which increases the principal value
of the Company's loans outstanding by a share of realised inflation
over a pre-determined strike level (typically 2.75% to
3.0%).
The table below summarises the change in
interest accruals and potential NAV impact associated with a
movement in inflation.
Sensitivity
applied to base case
inflation forecast assumption
|
(2.0%)
|
(1.5%)
|
(1.0%)
|
(0.5%)
|
0%
|
0.5%
|
1.0%
|
1.5%
|
2.0%
|
NAV impact
(pence per share)
|
(6.09)
|
(4.69)
|
(3.21)
|
(1.64)
|
-
|
1.73
|
3.71
|
5.80
|
7.99
|
Electricity prices
A number of the Company's investments rely on
market electricity prices for a proportion of their revenues.
Changes in electricity prices may therefore impact a borrower's
ability to service debt or, in cases where the Company has taken
enforcement action and/or has direct exposure through its
investment structure, it may impact overall returns.
The Company continues to account for the impact
of the UK Government's Electricity Generator Levy on energy
generators. However, power prices have softened significantly since
the charge was implemented and are not forecast to be greater than
the benchmark level (£75 per MWh) consistently in the future. As
such, the impact on the Company's portfolio has been minimal. More
broadly, the Company's approach of using the quoted futures price
for the three year period immediately after a valuation date, and
the Afry average thereafter, has not changed
year-on-year.
Over the course of the year, both near-term
futures prices and longer-term Afry projections have softened, and
have displayed considerably less volatility than in recent years.
In the short term, healthy European gas supplies have helped reduce
price expectations, with levels significantly more stable than they
were this time last year. In the long term, ambitious
decarbonisation targets from the new Government, and the potential
for new policies to incentivise deployment, have the potential to
significantly change the future generation mix. The shift away from
traditional thermal generation in the medium to long term and
decreased technology costs have reduced the margin price of the
system. Recent geopolitical developments in the Middle East and the
continuing conflict in Ukraine have the potential to increase oil
prices, which could feed through into electricity
prices.
The table below shows the forecasted impact on
the portfolio of a given percentage change in electricity prices
over the full life of the forecast period, the impact on hedging
arrangements in the period to expiry (31 March 2025), and the
subsequent net impact on a pence per share basis. Further
information on the Company's hedging arrangements is detailed below
and in note 18 to the financial statements.
Sensitivity
applied to base case
|
|
|
|
|
|
electricity
price forecast assumption
|
(10%)
|
(5%)
|
0%
|
5%
|
10%
|
Portfolio price sensitivity
|
(9.11)
|
(4.61)
|
-
|
4.46
|
8.92
|
Fixed PPA sensitivity
|
0.24
|
0.12
|
-
|
(0.12)
|
(0.24)
|
Total
|
(8.87)
|
(4.49)
|
-
|
4.34
|
8.68
|
Hedge sensitivity
|
0.02
|
0.01
|
-
|
(0.01)
|
(0.02)
|
Net sensitivity
(pence per share)
|
(8.85)
|
(4.48)
|
-
|
4.33
|
8.66
|
Hedging
As further detailed in note 18 to the financial
statements, the Company continues to engage in a hedging strategy,
entering financial derivative arrangements to hedge a portion of
its financial exposure to merchant electricity prices on a seasonal
basis. The Company continues to lock in attractive electricity
prices by fixing prices under PPAs at an asset level, as well as
mitigating volatility through hedging arrangements at a Company
level. During the year, the Company engaged with an additional
hedge counterparty, diversifying its pool of potential hedge
providers and optimising the rates offered.
The Investment Adviser and Board will continue
to review the hedging strategy on an ongoing basis with the
objective of mitigating excessive NAV volatility and managing risks
relating to hedging, including credit and cash flow
impacts.
Financial review
Financial
performance
It has been a challenging financial year for the
Company, with investment revaluations driven by electricity prices
and inflation negatively impacting profitability. This year has
seen a material cooling in both factors. Refer above for analysis
of valuation movements.
Total income generated by the Company was £38.3
million (30 September 2023: £51.7 million), comprising loan
interest of £87.3 million, net unrealised valuation losses on
investments of £51.8 million, net realised gains on investment
disposal of £1.9 million and other income of £0.5 million (30
September 2023: loan interest of £80.8 million, net unrealised
valuation losses on investments of £51.6 million and net realised
gains on investment disposal of £0.1 million). Refer to note 3 for
further information.
Net gains on derivative financial instruments at
year end were £0.5 million (30 September 2023: £12.9 million),
reflecting the electricity price hedging arrangements which locked
in attractive price levels for the Company. Refer to note 18 for
further information.
Total income was offset by operating costs for
the year of £11.3 million (30 September 2023: £11.4 million) which
include the Investment Adviser's fees, the Administrator's fees,
the Directors' fees and other third party service provider
costs.
These, and other operating costs, have remained
broadly in line with previous years.
The Company remains modestly geared at the year
end, with a loan to value1 of 6.2%. Finance costs have
decreased year-on-year to £7.5 million (30 September 2023:
£9.4 million), due to the reduction in the drawn balance of the RCF
following the net repayment of £47 million during
the year.
Total profit and comprehensive income has
decreased from £30.9 million in the prior year to £19.5 million. As
previously noted, the year‑on‑year
reduction was primarily attributable to investment revaluations in
the year.
1. APM - for definition and calculation
methodology, refer to the APMs section below.
Revolving
credit facility
The Company has credit arrangements of
£150 million across four lenders: Lloyds, AIB, Mizuho and
Clydesdale. At year end, £57.0 million was drawn and the terms in
place are summarised below:
Facility
|
Size
|
Margin 2024
|
Expiry
|
RCF
|
£150m
|
SONIA +2.0%
|
March 2027
|
The RCF is due to expire in March 2027. The
Investment Adviser completed the refinancing of the previous
facility in March 2024, reducing total commitments by £40 million,
in line with the Board's stated intention to reduce leverage by the
end of 2024.
The total drawn balance of the facility has
reduced from £104 million at 30 September 2023 to a
materially reduced level of £57 million at year end following
repayments of the RCF throughout the year.
Further details are disclosed in note 15 to the
financial statements.
Net
assets
The net assets of the Company have decreased
from £956.6 million at 30 September 2023 to £913.1 million at 30
September 2024. The Company's NAV per share has decreased from
109.79 pence at the prior year end to 105.22 pence at 30 September
2024, a decrease of 4.2%. This is primarily due to downward
revaluations of investments as detailed above.
Cash
generation
The Company received debt service payments of
£129.0 million (30 September 2023: £136.8 million) during the year,
comprising £65.1 million of cash interest payments and £63.9
million of loan principal repayments (30 September 2023: £58.8
million and £78 million). The Company paid cash dividends of £60.8
million during the year (30 September 2023: £61.8 million). The
Company aims to manage its cash position effectively by minimising
cash balances, whilst maintaining the financial flexibility to
pursue a pipeline of investment opportunities. This is achieved
through the active monitoring of cash held, income generated from
the portfolio and the efficient use of the Company's
RCF.
Hedging
The Company entered into two separate
arrangements to hedge its financial exposure to electricity prices
during the year. The Investment Adviser recommended hedging c.75%
of the Company's exposure to the GB market for the summer 2024
season at a fixed price of £62 per MWh and the winter 2024/25
season at a fixed price of £82.20 per MWh. The
mark‑to-market of the hedge at
30 September 2024 was a liability of £0.1 million. Further details
on the Company's electricity price exposure and hedging strategy
can be found above and in note 18.
Share price
performance
The Company's total shareholder
return1 was 28.4% for the year (30 September 2023:
-25.2%) and 101.8% since its IPO in 2010. During the year, the
Company's shares have traded at a discount1 to NAV, with
an average of 32.4% for the year and a discount1 of 25%
at the year end. The shares have traded at an average
premium1 of 3.8% since IPO (30 September 2023: 7.9%
premium1 since IPO). The share price at 30 September
2024 was 78.60 pence per share (30 September 2023: 67.70
pence).
Further details on share movements are disclosed
in note 16 to the financial statements.
Dividends
The Company aims to provide shareholders with
regular, sustained, long-term dividends. For the year ended 30
September 2024, the Company paid a dividend of 7.0 pence per
ordinary share (30 September 2023: 7.0 pence).
The Board and Investment Adviser do not believe
there have been any material changes in the Company's ability to
service sustained and long‑term dividends since the assessment in early
2021 that established a dividend target2 of 7.0 pence
per share. As such, the Company has set a target2 at the
same level, 7.0 pence per ordinary share, for the forthcoming
financial year.
1. APM - for definition and calculation
methodology, refer to the APMs section below.
2. The dividend target set out above is a target
only and not a profit forecast or estimate and there can be no
assurance that it will be met.
Dividend
cover
In determining the dividend target1
for the forthcoming financial year, the Board and Investment
Adviser reviewed the sustainability of the dividend level against
various metrics, most notably the APM based on interest income
accruing to the benefit of the Company from the underlying
investment portfolio, which is; loan interest
accrued2.
The Board recognises there are various methods
of assessing dividend coverage. The Board and the Investment
Adviser consider this metric to be a key measure in relation to the
ongoing assessment of dividend coverage alongside earnings
cover2 calculated under IFRS. The loan interest
accrued2 metric adjusts for the impact of
pull‑to‑par, which is a feature of recognising earnings
from the investment portfolio presented under IFRS.
|
|
30 September 2024
|
30 September
2023
|
Earnings cover2
|
Notes
|
£'000
|
pps
|
£'000
|
pps
|
Total profit and comprehensive income
|
|
19,514
|
2.25
|
30,905
|
3.50
|
Dividends paid in the year
|
9
|
60,750
|
7.003
|
61,785
|
7.00
|
Earnings
cover2
|
|
|
0.32
|
|
0.50
|
|
|
30 September 2024
|
30 September
2023
|
Adjusted earnings cover2,4
|
Notes
|
£'000
|
pps
|
£'000
|
pps
|
Loan interest accrued2
|
|
79,808
|
9.20
|
86,911
|
9.86
|
Other income
|
3
|
493
|
0.06
|
9,544
|
1.08
|
Total expenses
|
5, 19
|
(11,338)
|
(1.31)
|
(11,422)
|
(1.30)
|
Finance costs
|
6
|
(7,477)
|
(0.86)
|
(9,378)
|
(1.06
|
Adjusted net earnings2
|
|
61,486
|
7.09
|
75,655
|
8.58
|
Dividends paid in the year
|
9
|
60,750
|
7.003
|
61,785
|
7.00
|
Adjusted
earnings cover2
|
|
|
1.01
|
|
1.23
|
|
|
30 September 2024
|
30 September
2023
|
Cash earnings cover2,4
|
Notes
|
£'000
|
pps
|
£'000
|
pps
|
Adjusted loan interest
received2
|
|
74,426
|
8.58
|
69,613
|
7.89
|
Total expenses paid2
|
|
(10,612)
|
(1.22)
|
(11,016)
|
(1.25)
|
Finance costs paid
|
|
(6,550)
|
(0.75)
|
(8,716)
|
(0.99)
|
Total net cash received2
|
|
57,264
|
6.61
|
49,881
|
5.65
|
Dividends paid during the year
|
9
|
60,750
|
7.00³
|
61,785
|
7.00
|
Cash earnings
cover2
|
|
|
0.94
|
|
0.81
|
|
|
30 September
|
30
September
|
|
|
2024
|
2023
|
|
Notes
|
Shares
|
Shares
|
Weighted
average number of shares
|
10
|
867,940,448
|
881,850,353
|
Further analysis on dividends is shown in note 9
to the financial statements.
1. The dividend target set out above is a target
only and not a profit forecast or estimate and there can be no
assurance that it will be met.
2. APM - for definition and calculation
methodology, refer to the APMs section below.
3. Includes 2023 fourth interim dividend of 1.75
pence per share paid in the 2024 financial year.
4. Principal repayments are excluded for the
purpose of calculating dividend cover.
Sustainability
Statement from the Chair of the Sustainability
committee
Dawn
Crichard
Chair of the Sustainability committee
I am pleased to present the sustainability
report for the Company for the year ended 30 September
2024. As Chair of the Sustainability committee, I am excited to
share the progress the Board has made against the Company's ESG
objectives as described in the 2023 annual report, as well as our
plans for the future.
This year, the Company introduced a formal ESG
policy, which formalises its ESG processes. The Investment Adviser
also obtained B Corp certification, formalising its sustainable and
long-term business model, and providing a rigorous framework
against which to benchmark its sustainable activities. The
Investment Adviser improved its PRI score for the second
consecutive year, highlighting its commitment to continual
improvement in its ESG focus and reporting. Both achievements
complement the Company's Green Economy Mark from the LSE, which was
awarded in 2020 in recognition of the Company's contribution
towards driving a greener economy.
Infrastructure has a positive purpose and the
Company's assets have a strong social and environmental impact. The
Board aims to enhance the integration of ESG criteria in the
Company's operations, ensuring that the portfolio not only
addresses the current needs of stakeholders, but is also able to
adapt to future challenges and needs. The Company finances
infrastructure which benefits end users in society and its
portfolio contributes to the generation of renewable energy. The
Board is committed to creating a positive social and environmental
impact through the Company's investments.
With the election of the new Government in July
2024, it is evident there may be greater opportunity for private
investment in the renewable energy infrastructure
sector.
The new Government has pledged to work with the
private sector to double onshore wind, triple solar power and
quadruple offshore wind by 2030, with increased spending across the
renewable energy infrastructure sector. The Company's investments
in financing renewable energy assets are pivotal to this journey,
with 62% of the portfolio generating 1,320 GWh of renewable energy
this year, sufficient to power 488,842 average
households1.
The Company's investments in the supported
living sector provide support for vulnerable adults, helping those
in the community that need it the most. These properties blend
specially adapted residences with purpose-built facilities,
facilitating the delivery of high-quality supported living
services.
PPP/PFI assets in the Company's portfolio are
integral to the functioning of UK society, and provide long-term
partnerships with the public sector. Within this sector, the
Company's investments span education, healthcare, waste, leisure
and housing. Highlights include investments secured against 49
schools which offer 26,196 school places and 40 healthcare
facilities providing beds for 1,649 patients.
There is no doubt that investing in clean energy
infrastructure is key to protecting our planet from climate change.
The Company aims to build a sustainable and positive future through
its investments in renewable energy, supported living and PPP/PFI
projects. This is a future that combines social responsibility with
environmental stewardship.
1. Source: Ofgem, average gas and electricity
usage.
ESG
policy
The Company has strong ESG credentials,
demonstrated through the positive impact of its portfolio. The
Company invests in assets that are integral to society, including
those that contribute to a greener economy. As a result, the
Company aligns with certain SDGs, which promote sustainable
development globally through social, economic and environmental
initiatives.
This year, the Company implemented an ESG policy
to formalise its ESG processes and ensure its responsible
investment practices align with the Investment Adviser's
Responsible Investment policy.
The ESG policy addresses three key areas,
outlined below:
Investment policy
The Company seeks investment opportunities which
generate sustainable returns whilst simultaneously having a
positive environmental and social impact. This is achieved through
positive and negative ESG screening, detailed ESG due diligence and
comprehensive ongoing monitoring and engagement.
Corporate governance
The Board is committed to undertaking its
activities in a carbon-neutral manner, utilising carbon offsetting
measures where necessary.
The Board seeks to govern the Company in
accordance with all applicable laws, rules and regulations, as well
as corporate governance best practice.
The Board has established a Sustainability
committee responsible for developing, implementing and monitoring
the Company's ESG policies and procedures.
The Board aims to fully comply with the
recommendations of the TCFD and consider other similar
initiatives.
Activities of key service
providers
The Company seeks to influence its main service
providers to ensure they are following best practice regarding ESG
matters.
The ESG policy is split into seven sections,
covering screening, ESG due diligence, monitoring and engagement,
corporate governance, modern slavery, corporate ESG initiatives and
ESG frameworks.
The ESG policy can be found on the Company's
website.
Q&A with Dawn Crichard, Chair of the Sustainability
committee
How does the
Company approach climate change risk, and what specific measures
has it taken to reduce the carbon footprint of its
portfolio?
The Company includes climate change risks within
the emerging risks category of its risk management framework.
Climate change risks are both physical and transitional, and the
Board considers climate change risks a long-term issue. The impact
of climate change on the Company's portfolio is monitored by the
Board, the Sustainability committee and the Investment Adviser.
This includes monitoring and assessing the impact of changing
Government policies on the investment portfolio and the Company as
a whole. The Investment Adviser, on behalf of the Company, carries
out an annual climate risk assessment for each underlying portfolio
asset to assess the actual and potential impact of climate-related
risks across the portfolio. The analysis considers both physical
and transition risks for each asset and is supported by expert
third party consultants.
The carbon impact of infrastructure contributes
to a significant proportion of the UK's national emissions from a
construction, operation and maintenance perspective. In many cases,
the UK's existing infrastructure was not originally designed and
constructed with global warming in mind.
The Investment Adviser has sought to encourage
energy efficiency projects at portfolio assets where there are
opportunities to do so; for example, the Company's 'SolarCatcher'
initiative supported the installation of solar panels and electric
vehicle charging points at schools in England to help reduce energy
costs and incentivise increased electric vehicle uptake among
employees.
As the Company is a debt provider that doesn't
own or control 94% of assets in the portfolio, there are certain
limitations in the Company's influence on portfolio assets. As
such, the Company is limited in its capacity to reduce the carbon
emissions of its assets but it can influence them by supporting
energy-saving schemes.
What steps has
the Sustainability committee taken to promote diversity, equity and
inclusion ("DEI")? How does it maintain progress in these
areas?
The Board considers DEI an important factor in
ensuring all Board members have the right balance of skills,
experience and independence to make informed and knowledgeable
decisions. The right blend of perspectives is critical to ensuring
the success of the Company. The Board monitors the DEI criteria of
the companies it invests in through its annual data collection
project.
The Board maintains 50% gender and ethnic
diversity, with 49% gender diversity of SPV company boards,
increasing from 36% in the previous year. The Board and the
Investment Adviser recognise that gender diversity is a challenge
in the investment industry, and that a concerted and collaborative
effort is required to make the financial services sector more open
and attractive for women at all levels of seniority. As such, the
Investment Adviser supports the Young Women Into Finance
Scholarship programme, a not-for-profit social organisation
dedicated to the eradication of gender bias for new graduates
entering the finance industry.
The Investment Adviser also participated in the
10,000 Black Interns programme this year for the second year, which
offers paid internship opportunities across more than 25 sectors,
along with training and development opportunities.
This commitment to paid internships reflects the
Investment Adviser's passion for inspiring change and helping young
people achieve a career in the investment industry.
What are the
Board's expectations regarding ESG reporting and transparency from
portfolio companies? How does the Investment Adviser ensure
companies are meeting these standards and the data they provide is
reliable?
The Investment Adviser carries out an annual
data collection project to collect material ESG metrics from the
underlying portfolio. The process involves the Investment Adviser's
portfolio management team liaising with each asset operator to
obtain relevant ESG data on the underlying portfolio assets. In
addition, key relevant ESG indicators are monitored by the
Investment Adviser's portfolio management team. The Investment
Adviser seeks to engage with equity owners and/or operators of
projects to understand the ESG factors relevant to those projects
or properties, and, where possible, use influence as a lender of
capital or investor to manage exposure to ESG risks.
This year, GHG emissions verified data was 74%,
compared to 53% in the prior year. This increase in supporting
evidence for Scope 1, 2 and 3 suggests that, with the support of
the Investment Adviser, underlying assets are becoming more
familiar with the data collection project. Changes in carbon
footprint data are monitored over time and reported on in the
annual report.
For the second year, the Company utilised the
services of Aardvark, an independent external ESG certification
service who provide independent and impartial auditing and
certification services. Aardvark reviewed the outputs from the data
collection project, verifying the calculated carbon emissions were
correct and provided limited assurance. As part of this, Aardvark
reviewed primary evidence supporting the data collection and, where
this was absent, they reviewed the reliability of secondary data.
Aardvark have also made recommendations on how the Company can
improve its data collection so that it can prepare for a reasonable
assurance process in future.
The Company engaged Terra Instinct, a
sustainability advisory firm, to perform a gap analysis on the
Company's TCFD disclosures and climate risk assessment. The gap
analysis examined the Company's current approach to the disclosures
and climate risk assessment, identifying specific areas for
recommendations on how it could be improved.
In addition, new investments provide the
opportunity to include data requirements as part of the loan
documentation.
How does the
Sustainability committee and the Investment Adviser ensure that the
Company is capitalising on Government policy initiatives that
support increased investment in sustainability?
Government policy supporting infrastructure
investment is likely to grow with the new Government's ambitious
decarbonisation targets. The new Government has ambitions to
accelerate the deployment of renewable energy, which is expected to
involve a massive overhaul of the UK renewable energy sector and is
set to increase incentives for private investment in renewable
energy infrastructure. As an experienced infrastructure provider,
the Company is well placed to capitalise on Government policies
that incentivise this investment.
As such, increased Government policy support in
this area may incentivise the Company to expand into new areas for
investment, and as part of this, the Sustainability committee works
with the Investment Adviser to incorporate and monitor
sustainability considerations into the investment process. In
addition, the Investment Adviser is an experienced investor in new
and existing green technologies and opportunities. This experience
enables the Company to react quickly to new Government initiatives
and the Board regularly reviews and monitors these
opportunities.
What metrics or
benchmarks does the Board use to measure the success of its ESG
policies over time?
As the Company invests in infrastructure that is
integral to society, the Company's activities align with
certain SDGs, as outlined by the UN. When developing the Company's
focus areas, the Board considered the SDGs that have the highest
materiality to the Company and sector and the SDGs that it may have
an impact on, as well as those that have the highest impact on
stakeholders. The SDGs are important to investors and there is a
strong business case for investing in sectors aligned with the
SDGs. The Company reports its alignment with the SDGs to highlight
its responsible investment efforts. This reporting is key to
building trust, transparency and accountability with stakeholders.
The Investment Adviser also reports its responsible investment
activities to the PRI through its annual assessment process. The
PRI reporting process is the largest global reporting project on
responsible investment. This year, the Investment Adviser improved
its PRI assessment score, scoring an average of 80 points out of
100, with scores higher than the median in each category. Refer
below for more information.
ESG
integration
The Company and the Investment Adviser have made
considerable progress with integrating ESG considerations across
the Company.
Governance
2023
· The
Sustainability committee reviewed and updated the Company's Modern
Slavery statement.
· Blackcraig Wind
Farm achieved a GRESB rating of four green stars and 90 out of 100
points.
· The Investment
Adviser achieved its aim of carbon neutrality by 2023.
· The Investment
Adviser considered the application of the SFDR to the Company and
undertook training on the topic.
2024
· The Company
formalised and published an ESG policy, which encompasses all
aspects of responsible investment.
· The Investment
Adviser achieved B Corp certification with a score of
99.4.
· Biodiversity and
DEI considerations were added to the ESG due diligence process, as
well as a climate risk assessment for all new
investments.
· The Investment
Adviser began a process which ensures each potential asset
undergoes a credit risk assessment that incorporates
ESG risk.
2025
(and further)
· The Company and
Investment Adviser to apply lessons learnt and best practice across
the portfolio where appropriate.
· Work with
borrowers to understand where the Company can support them in their
diversity ambitions.
· The Company to
consider further initiatives to reduce carbon emissions across the
portfolio and at the Investment Adviser.
· Continue to embed
ESG considerations into the investment process more broadly,
utilising third party consultants as appropriate.
· The Company to
consider publishing a separate Human Rights policy.
· The Investment
Adviser to continue reviewing responsible investment practices to
improve its B Corp score over time.
Reporting
2023
· The Company
continued to develop its data collection project, and collection of
ESG metrics and targets.
· The Company
appointed an external consultant to review carbon emissions
data.
· The Investment
Adviser expanded its Responsible Investment report to include
additional information under TCFD.
· The Company
broadened its TCFD reporting to include a partial 2ºC warming
scenario under strategy c) disclosures.
· The Company
expanded its climate risk assessment to include opportunities and a
partial 2ºC climate scenario.
· The Investment
Adviser reviewed the potential biodiversity impact for two
portfolio assets and undertook training on biodiversity net gain
opportunities.
2024
· Engaged Terra
Instinct to perform a gap analysis on the Company's climate risk
assessment.
· Expanded TCFD
reporting to include all physical risks in a 2°C global warming
scenario.
· Continued to work
with Aardvark to review the data collection project and verify the
calculated carbon emissions data, working towards reasonable
assurance in the future.
· Analysed the UK's
SDR and investment label rules.
· Engaged Terra
Instinct to perform a gap analysis on the Company's TCFD
disclosures.
· Terra Instinct
undertook analysis to prepare the Company for future reporting
under the ISSB published standards.
2025
(and further)
· The Company to
consider further ESG metrics and targets and improve data
collection coverage and quality.
· The Company to
continue its project to obtain reasonable assurance over its carbon
emissions data.
· Continue to
prepare to report under new ISSB standards that are applicable to
the Company.
· Consider
recommendations from the ESG consultants with a view to
implementing in future years.
· Consider material
and relevant specific ESG targets for the Company under TCFD
metrics and targets c) disclosures.
· The Company to
continue developing its climate risk assessment in line with best
practice recommendations.
· Assess the
feasibility of making the data collection process a half-yearly
exercise and develop training in this area.
· Consider
reporting under SDR when the Company is brought into
scope.
Awareness
2023
· The Investment
Adviser introduced biodiversity considerations into its investment
process and ran biodiversity training for staff
members.
· The Investment
Adviser funded three ESG‑focused internships to support the work on the
Company's ESG strategy and to assist with the data collection
project.
2024
· The Investment
Adviser continued its involvement with the 10,000 Black Interns
programme and the Young Women Into Finance programme.
· The Investment
Adviser participated in a mid-term review by Investors in People to
review its status.
· The Investment
Adviser expanded its charity of the year scheme to include more
charities and continued to offer paid volunteering days to
employees.
2025
(and further)
· The Company to
implement biodiversity net gain reporting for portfolio
assets.
· The Company to
produce a separate ESG report.
· Improve the
coverage of the Company's data collection project.
· Continue to work
with partners to offer further internships with the Investment
Adviser.
· The Investment
Adviser to introduce a formal recruitment policy which incorporates
DEI criteria where possible.
Responsible Investment
Investment
process
The Investment Adviser has been a signatory to
the PRI since 2019. The PRI, established in 2006, is a global
collaborative network of investors working together to put the six
principles of the PRI into practice. The Investment Adviser
recognises that applying these principles better aligns its
investment activities with the broader interests of society and has
committed to their adoption and implementation. ESG considerations
are integrated into the Company's investment decisions and are led
by the investment team.
As part of its responsibilities as a signatory
to the PRI, the Investment Adviser is required to report publicly
on its responsible investment activities each year. In turn, it
receives a PRI assessment report. The assessment uses the reported
information of signatories and outlines how signatories'
responsible investment practices compare year-on-year, across asset
classes, and with peers at a local and global
level.
This year, the Investment Adviser improved its
PRI assessment score, scoring an average of 80 points out of 100
and four out of five stars for each category. Areas of improvement
from this year's score were policy, governance and strategy, which
improved by a total of nine points, and fixed income, which
also increased by nine points. This was an improvement on
2022's score of an average of 76 points.
The Investment Adviser continued to score higher
than the median in each category. The chart on page 64 of the full
annual report on the Company's website provides further information
on the Investment Adviser's results.
Investment
Adviser PRI scorecard - year to 31 December 2023.
AUM
coverage
Policy governance and strategy | 89%
Direct - Listed equity - Active fundamental
>50% |
73%
Direct - Fixed income - Corporate >+10 and <=50% |
79%
Confidence building measures | 80%
Responsible
Investment policy
The Investment Adviser's Responsible Investment
policy is integrated into investment management processes and
incorporates pre-investment, active ownership and governance
processes, as detailed below.
Pre-investment
|
Active
ownership
|
Deal
screening
|
ESG
due diligence processes
|
Monitoring and
engagement
|
Reporting
|
Investment management processes positively
screen
for investments that promote sustainability,
conform with
the Investment Adviser's values and benefit
society, including,
but not limited to, the areas of climate change
mitigation and adaptation, energy transition, critical
infrastructure, decarbonising transportation, affordable living,
social housing, education and healthcare.
The screening excludes investments which focus
on non‑medical animal testing,
armaments, alcohol production, pornography, tobacco, coal
production and power, and nuclear fuel production. Investments with
ongoing or persistent involvement in
human rights abuses are also
excluded.
|
Prior to a new investment being approved, the
relevant
investment team assess how
the investment fares against key relevant ESG
criteria and
includes an assessment of ESG characteristics in
every
investment proposal submitted
to the Company's Investment committee for
approval.
The assessment typically
covers ESG-related risks and opportunities, and,
to the
extent applicable, relevant
policies and procedures, alignment with industry
or investment‑specific
standards
and ratings, and compliance
with relevant ESG‑related regulation and legislation.
This year, the Company added biodiversity to the
ESG due diligence process, as well as DEI. A climate risk
assessment was also added for all new investments.
|
Following execution and investment, key
relevant
ESG indicators are monitored
by the Investment Adviser's portfolio management
team.
The Investment Adviser seeks
to engage with equity owners and/or operators of
projects
to understand the ESG factors relevant to those
projects or properties, and, where
possible, use influence as a lender of capital
or investor to manage exposure to ESG risks.
|
The Investment Adviser reports on an annual
basis, with its Responsible Investment report published each year.
The Responsible Investment report sits alongside a PRI report,
which summarises the Investment Adviser's responsible investment
activities.
The Investment Adviser applies the
recommendations of the TCFD in its own reporting and encourages the
application of the TCFD framework, in its funds, in line with
reporting requirements.
|
Governance and
responsibilities
|
The Investment Adviser operates a Responsible
Investment committee which comprises senior personnel from across
the business, including two representatives from the team that
provide investment advice to the Company. The committee is
responsible
for all aspects of the Investment Adviser's
Responsible Investment policy, including oversight of ESG
initiatives, reporting, regulatory compliance, staff training and
making recommendations to the
board of the Investment Adviser.
The Investment Adviser has a clearly defined
governance structure with detailed processes that cover business
operations, including investment management and portfolio
monitoring and reporting.
|
In addition to its board, the Investment Adviser
employs a team of professionals with in-depth experience in the
investment industry and asset classes.
The Investment Adviser's approach to stewardship
and engagement is based on the Principles of the UK Stewardship
Code 2020 and is in line with its philosophy on responsible
investing.
|
Portfolio
governance
Governance at the Company level is clearly
managed and articulated to achieve the Company's investment
strategy, including managing risks and creating a positive
environmental and social impact. The Investment Adviser engages
with the underlying assets' boards to enhance governance at the
portfolio level. Investment documentation issued by the Company
includes standard provisions to ensure effective governance within
investee companies including compliance by these companies with
applicable environmental, health and safety, anti-money laundering,
know your customer and employment requirements.
During the year, the Investment Adviser
continued to develop its climate risk assessment process for each
underlying portfolio asset. The process assesses the actual and
potential impacts of climate‑related risks and opportunities across the
portfolio and considers both physical and transition risks and
transition opportunities for each asset. Further information can be
found below.
The directors and employees of the Investment
Adviser sit on the boards of, and control, the SPVs through which
the Company invests. The Company has delegated the day-to-day
operations of these SPVs to the Investment Adviser through the
Investment Advisory Agreement. The Company collects diversity data
on new investment opportunities and the Investment Adviser includes
diversity data in its responsible investment checklist, collecting
data from potential borrowers that approach the Company. Diversity
data is also collected from borrowers as part of the data
collection project.
The Board and the Investment Adviser value
relationships with borrowers, ensuring time is spent building and
maintaining these relationships. Engagement takes the form of
regular interaction with the borrowers by the portfolio management
teams, including periodic site visits to the underlying assets and
their managers. Site visits are an important aspect of the
portfolio management role and have both technical and commercial
benefits. They allow the Investment Adviser to assess the
performance of both asset and contractor and investigate any
important project issues that arise.
Furthermore, site visits give the Investment
Adviser the opportunity to understand the operations and
relationships important to each project and its long-term success.
Where the Company is exposed to RPs that have been graded as
non-compliant in respect of governance, the Investment Adviser has
been working with the RPs to improve processes, people and systems
in seeking to address the RSH's governance concerns. Refer above
for further information.
In the financial year, 22 site visits were
conducted, representing 25% of the portfolio by value and 24% of
all SPV companies, including visits to the UBB Waste project (refer
above), and renewables and PPP/PFI assets in various UK
locations.
SDR
During the year, the Company analysed the new
Policy Statement on Sustainability Disclosure Requirements ("SDR")
and investment labels. This Policy Statement sets out the UK FCA's
final rules on anti-greenwashing, a new labelling regime, naming
and marketing rules, product and entity-level disclosures, as well
as distributor obligations. As the Company is domiciled in Jersey,
it is a non-UK AIF and is therefore unable to use a sustainability
label at present. If HMT extends the SDR regime to overseas funds,
the Company will consider the implementation of a label. The
Company is currently in compliance with the anti-greenwashing rules
issued under SDR.
Data collection
project
This year, the Investment Adviser continued to
improve its data collection project to collect material ESG metrics
from the underlying portfolio for the twelve month period to
30 June 20241.
The process involves the Investment Adviser's
portfolio management team liaising with each asset operator to
obtain relevant ESG data on the underlying portfolio assets. The
data points that are considered material by the Investment Adviser
are detailed in the table below.
This year, environmental coverage increased from
72% in the prior year to 77% this year. This was primarily due to
an increased response rate from borrowers.
Several challenges continued to be faced in
respect of the availability of the data requested, insofar as the
Company is a debt provider and does not own or control 94% of
assets in the portfolio.
In the drive for increased transparency in
reporting across the industry, the Company has actively sought to
improve its data collection project by obtaining limited assurance
of its carbon footprint data for the second consecutive year. The
Company continued its engagement with Aardvark, an external ESG
certification service who provide independent and impartial
auditing and certification services. Aardvark reviewed the outputs
from the data collection project, verifying the emissions
calculations and data for covering Scope 1 and 2 with the inclusion
of Scope 3 as far as is practically possible. It was found that a
total of 74% of the assets by value had emissions calculations that
were supported by primary or secondary evidence.
1. Period chosen to facilitate data inclusion in
the annual report.
This was a marked improvement from the previous
reporting year where just 53% of the portfolio-level emissions were
supported by primary and/or secondary evidence. As part of this,
Aardvark reviewed where the use of estimated data for the missing
data would be useful or potentially inaccurate.
The Company continues to prepare for a
reasonable assurance process in the future, with the assistance of
Aardvark, who have provided valuable feedback regarding the
Company's carbon emission metrics over the last two years,
supporting ongoing enhancement.
Whilst 26% of the emissions data cannot be
verified at this stage, the reporting and verification process by
Aardvark has led to the development and identification of further
steps the Company can take to improve this process in future
reporting periods.
The Company also worked with Terra Instinct, an
independent external consultant, to advise on the data collection
project. This included advice on the ESG data collection approach
based on industry frameworks.
They also conducted an independent review of the
Company's TCFD disclosures for any significant inconsistencies and
provided recommendations for areas where additional data could be
presented.
Portfolio data
coverage1
Environmental
5%2
2024
77%
2023
72%
Social
(1)%3
2024
73%
2023
74%
Governance
(6%)4
2024
80%
2023
86%
Carbon
footprint5
2024
Primary and secondary data 74%
Estimated data 0%
No data 26%
2023
Primary and secondary data 53%
Estimated data 31%
No data 16%
Impact
(2%)6
2024
94%
2023
92%
1. Percentage of data entries for applicable
KPIs per ESG area weighted by portfolio value.
2. Air pollutants emitted, water consumption,
waste generated/disposed, energy conservation strategies and net
habitat gain or loss.
3. Total FTEs, hours worked, satisfaction
surveys, absenteeism rates, H&S metrics, community benefit fund
contribution and key engagement initiatives with local
community/stakeholders.
4. Gender diversity, Board reporting, ISO
alignment/certification, green building certificates, governance
and regulatory policies in place and audited accounts.
5. Fuel combusted, imported energy use, water,
waste, biogenic emissions, mitigated emissions (landfill),
renewable energy and biogas exported, buildings' EPC ratings and
energy efficiency plans.
6. People housed, school places, hospital beds
and renewable energy and biogas exported.
Corporate ESG initiatives
The Board promotes a positive dialogue with its
key service providers regarding social and environmental areas. All
key service providers, including the Investment Adviser and the
Administrator, regularly report on their efforts and progress in
areas such as diversity, the environment and social impact. Service
provider initiatives include policies such as promoting paid rather
than unpaid internships, charitable donations, volunteering days
and encouraging low carbon office environments as well as business
travel.
B
Corp
In April 2024, the Investment Adviser was
awarded a B Corp certification. This involved the Investment
Adviser undergoing a 'B Impact Assessment', which measures a
company's entire ESG performance. To achieve certification, B Corps
must score at least 80 points, with the assessment evaluating a
company's practices and outputs across five categories: governance,
workers, community, the environment and customers. The Investment
Adviser started the process in 2022 and received B Corp
certification in April 2024, with a score of 99.4.
Carbon emissions
The Company and the Investment Adviser run their
operations on a carbon-neutral basis to support the transition to
net zero. As part of its corporate social responsibility, the Board
supports the local Jersey charity, Jersey Trees for Life as well as
using their scheme to offset its carbon emissions from flights to
and from the UK. Whilst not a verified carbon offsetting assurance
scheme, the offsetting benefits Jersey Trees for Life, which is the
only charity that is dedicated solely to the protection and
preservation of trees in Jersey. The charity's aim is to encourage
the protection, preservation and planting of trees, and to foster
an appreciation of trees through community education for their
amenity, ecological preservation and social importance.
The Investment Adviser's premises in London hold
a BREEAM 'Excellent' rating, meaning it scored over 70% in a BREEAM
assessment, which measures the sustainability performance of
buildings. The Investment Adviser encourages the use of public
transport and minimisation of flight travel in its business travel
policy and operates an electric vehicle scheme and a bike to work
scheme.
The Investment Adviser fully offsets its carbon
emissions by contributing to a portfolio which is run by provider
Climate Impact Partners, whose aim is to reduce one billion tonnes
of CO2 by 2030.
Whilst the Board and the Investment Adviser do
not consider offsetting to be by any means a perfect solution to
the impact its activities have on the environment, both parties
believe it is a useful starting point. The aim is to reduce
emissions with the intention of continuing to investigate and
follow best practice in this area.
Investors in People
In 2022, the Investment Adviser was awarded an
'Investors in People' accreditation. The Investment Adviser has
committed to working with Investors in People over a three year
time frame, with the aim of improving its accreditation level over
that time. It encourages everyone in the business to reach their
potential and provides regular training to staff, including funding
for specific industry qualifications. The Investment Adviser also
operates a range of measures to support the physical and mental
health of its employees, including a private healthcare package and
guidance on healthy working practices.
This year, the Investment Adviser held two
training sessions for employees on improving mental health at work.
It also offers hybrid working arrangements for all
employees.
Investors in People carried out a review of the
Investment Adviser's progress this year, which involved conducting
a business-wide employee feedback survey and holding focus groups
with a sample of 13 employees across the business. The survey
had a participation rate of 82%. Feedback from the review indicated
a positive shift in transparency across the business, as well as
improvements in leadership. The review also provided the Investment
Adviser with an action plan which identified areas of improvement
and actions that can be taken to implement this over
time.
Volunteering
initiatives
The Investment Adviser operates a volunteering
initiative which encourages employees to volunteer for charitable
or not‑for-profit purposes by
giving an additional two days' paid leave plus two days' unpaid
leave per year. It continues to operate its charity of the year
scheme, and engage with fundraising, events and through
volunteering. This year, the charity of the year scheme was split
between charities, including Street Child, Guide Dogs, and Trees
for Cities. A total of 19 employees participated with more than 102
hours spent volunteering. This provided employees with an
opportunity to work as a team and engage with the local community.
The total amount raised for charities this year was almost
£47,000.
Diversity,
equity and inclusion
The Investment Adviser has a formal diversity
policy, and holds diversity and equality training for all
employees. The Investment Adviser also carries out an anonymous
questionnaire to help understand the makeup of its workforce. This
means the data can be monitored over time as the Investment Adviser
strives for improvements in DEI, while also considering specific
areas of focus.
Internships
The Investment Adviser also continued its
participation in the 10,000 Black Interns programme this year,
which offers paid internship opportunities across more than 25
sectors, along with training and development
opportunities.
The Investment Adviser offered two paid
internships as part of the programme, with both interns working
across the Company. It also facilitated two paid internships for
students as part of the Young Women in Finance programme, as well
as hosting two students for work experience placement as part of
the programme. Young Women in Finance is an organisation dedicated
to the eradication of gender bias for new graduates entering the
finance industry, with a goal of achieving a 50/50 gender split in
graduate recruitment figures by 2030. One other internship was
offered to an ESG masters student. The interns worked across teams
at the Investment Adviser with a particular focus on the Company's
climate risk assessment.
19
Employees volunteered
102
Hours spent volunteering
£47,000
Raised for charity
Gender
diversity1
Gender of
employees
Female
38.9%
Male
55.6%
Prefer not to say
5.5%
Ethnic
diversity1
Ethnic
group
White
British
58.3%
Ethnic minority
36.1%
Prefer not to say
5.6%
1. As at 31 March 2024.
A
day in the life of an intern
Morning:
As an intern at the Investment Adviser, my
mornings are usually occupied with tasks like summarising initial
investment opportunities and participating in team calls and
meetings. These tasks offer a first-hand glimpse into the world of
infrastructure investment, which I find very exciting.
Occasionally, I get the chance to visit the Company's assets, which
adds a different dimension to my experience.
Skill
building:
Financial modelling is a critical skill in
finance, and the Investment Adviser has a structured modelling
programme in place for interns. This includes a financial modelling
exercise that I work on week-by-week. It's a hands-on way to
enhance my financial analysis skills and gain practical experience
in asset management.
The
team:
One of the highlights of my internship is
informal coffee meetings with team members. These conversations not
only allow me to understand their career paths and roles within
Gravis but also provide opportunities to assist with any tasks they
might need help with. It's a dual-purpose opportunity - learning
and contributing simultaneously.
Regular
check-ins:
I have regular catch-up meetings with my
supervisor, where we discuss my current work, address any questions
or challenges I'm facing, and delve into career-related advice.
It's a mentorship opportunity that helps me navigate my internship
and future career prospects effectively.
Presentation:
Towards the end of my internship, I was
allocated time to work on a presentation for the team. The
presentation centred around a regulatory update that had
significant implications for asset managers, particularly regarding
disclosure requirements.
In the last week of my internship, I presented
to the entire infrastructure team in a collaborative session with
several questions from the team. This experience was the highlight
of my internship, as it offered a practical application of my
skills, and allowed me to showcase my contribution to the team's
knowledge and efforts in this area. I also introduced myself
to the Board of the Company and explained what I had been working
on, which included presenting my findings.
Governance
Disclose the organisation's governance around
climate‑related risks and
opportunities.
Compliance
statement
The Company has voluntarily and partially
reported against all four core elements of the TCFD and the eleven
recommended disclosures, taking into account the TCFD 'Guidance for
All Sectors', as well as the supplemental guidance for the
financial sector.
This year, the Company has partially reported
against 'Strategy (c)' in respect of different
climate‑related scenarios,
including developing its 2ºC or lower scenario, and has included
more physical risks and improved its data sources.
The Company has omitted to report against
'Metrics and Targets (c)' as the Company continues to develop and
refine its data collection exercise this year, including the use of
external consultants. As a debt fund, the Board is committed to a
thoughtful process of establishing material, accurate and relevant
climate-related metrics and targets. It intends to continue
developing its approach in the coming years, including its aim of
obtaining reasonable assurance over its ESG metrics.
For this reason, the Company is not in full
compliance with the TCFD requirements at this stage. It will
continue to work towards full compliance.
A. The Board's
oversight of climate‑related risks and
opportunities
The Board is responsible for setting and
monitoring the Company's strategy, which includes consideration of
climate‑related risks and
opportunities.
The Board is informed about relevant
climate‑related issues as part
of the quarterly reporting cycle by the Investment Adviser and the
Company's own committees.
The Company's committees contribute as
follows:
· Audit and Risk
committee: responsible for climate‑related disclosures and sustainability risk
assessment
· Sustainability
committee: developing, implementing and monitoring ESG policies and
activities
· Investment
committee: considering ESG impacts during the investment due
diligence process
· Management
Engagement committee: ensuring key suppliers operate in a socially
responsible manner
The Sustainability committee formally meets once
a year and engages informally with the Investment Adviser and other
service providers regularly, including participating in briefings
and new initiatives. It formally reports to the Board at each
quarterly Board meeting. This quarterly engagement includes
relevant training and ESG updates for the Board, both regulatory
and Company specific.
The Investment Adviser utilises external
consultants as appropriate, and acquires expertise where needed,
including through recruitment. This year, the Investment Adviser
funded five ESG-focused internships to support the work the Board
is doing as part of its ESG processes and to assist the Investment
Adviser with the climate risk assessment and ESG policy. The
internships enabled the Company to benefit from a fresh, more
diverse perspective with enthusiasm and expertise across
environmental matters.
B. Describe
management's role in assessing and managing
climate‑related risks and
opportunities
The Investment Adviser has over a decade of
experience in identifying assets with a core environmental and/or
social benefit for the Company. The Investment Adviser's in-house
expertise includes a Head of Private Credit who has significant
experience in incorporating ESG factors into credit ratings.
Members of the investment team also have significant experience in
sustainable investing. Responsible investment processes are
overseen by the Responsible Investment committee, which reports to
the board of the Investment Adviser. Further information is
provided on pages 106 to 109 in the full annual report on the
Company's website.
Climate risks are considered at each stage of
the investment process, including the initial deal screening of
opportunities and investment due diligence processes. Risk
assessment takes the form of both quantitative analysis and
qualitative assessments which look at the ESG approach of investee
companies.
Environmental impact assessments are carried out
where appropriate as part of the due diligence process to identify
potential transition and physical short, medium and long-term
impacts on costs and viability across service providers and
investments.
ESG risks are also incorporated in the credit
risk management process. The Investment Adviser identifies relevant
ESG risks which could materially impact the credit quality of
borrowers. The relevance and materiality of those ESG risks are
identified, recorded and assessed. The Investment Adviser assigns
an ESG risk (low, medium and high) to each loan to reflect ESG
risks potentially impacting the ability and willingness of the
borrower to meet its financial obligations on a timely basis. The
risk of an asset becoming obsolete because of the energy transition
or physical climate risk (such as flooding or drought) or
governance without the necessary controls in place, would
be categorised as loans with a high ESG risk.
This information is presented to the Investment
committee as part of the investment approval process with the Board
directly or indirectly addressing climate-related risks and
opportunities when evaluating and approving new investments.
The Investment Adviser provides fortnightly, ad hoc and quarterly
updates to the Board on asset performance, including the response
of assets to climate events.
Following execution and investment, key relevant
ESG indicators are monitored by the portfolio management teams. The
Investment Adviser seeks to engage with investors to understand
relevant ESG factors and to manage exposure
to risks.
Strategy
Disclose the actual and potential impacts of
climate‑related risks and
opportunities on the organisation's businesses, strategy and
financial planning where such information is material.
A. Describe the
climate‑related risks and opportunities the organisation
has identified over the short, medium and
long term
The Investment Adviser, through its climate risk
assessment, has identified, based on current climate conditions,
that the portfolio is exposed to physical risks arising from
extreme weather events; examples include Storm Eunice in February
2022, which caused damage to solar panels at a solar farm in the
portfolio, and increased rainfall leading to flooding at an
anaerobic digestion plant in the portfolio, which negatively
impacted production at the plant until the end of 2023. However,
the overall financial impact of these physical risks to the Company
is not material and various mitigants are in place such as
comprehensive insurance policies which cover physical damage due to
weather‑related events. It is
recognised, however, that such insurance policies may not always be
available at a reasonable cost or at all and physical resilience or
protection of assets is kept under review and action is taken when
it is appropriate.
The Company defines short, medium and
long‑term risk time horizons
as follows: short term: zero to three years; medium term: four to
eight years; long term: more than eight years. When considering
materiality, the Investment Adviser considered the financial impact
each risk could potentially have on the asset if it were to
materialise. Further information can be found below.
The main short-term physical risk exposures for
the portfolio are water damage and heat stress. However, there are
mitigants in place.
For example, the likelihood of these assets
experiencing damage at the same time is low due to their
geographical dispersion.
The Investment Adviser has also implemented
mitigation plans to strengthen the weather resistance of certain
assets during the year. These involved improving drainage across
anaerobic digestion sites and solar farms in the portfolio to avoid
flooding risks. The portfolio assets have general maintenance
regimes in place for assets to mitigate the impact of weather,
which include applying galvanic paint to prevent rusting on steel
structures. In addition, the Investment Adviser switched the fuel
supply of a bio-power asset, meaning it can now source fuel from
different waste transfer station locations to mitigate the impact
of a climate event in one location impacting supply. The Investment
Adviser will continue to monitor and review mitigation plans to
avoid physical damage to the portfolio assets.
Medium to long term, more frequent extreme
weather may place significant pressure on energy infrastructure,
including renewables, and could cause damage to components, power
lines and transmission grids, including potential disruption to
supply chains. Significant impacts may arise in the social
infrastructure sector, leading to localised strain on public
services, and the potential closure of facilities. Higher
temperatures may also impact key components of renewables projects
and could also lead to the overheating of buildings, which can
adversely impact vulnerable people.
The Company is also exposed to transition risks
in the short term from sudden and unexpected changes to Government
policy. An example of this is the Electricity Generator Levy in the
UK, which taxes certain renewable energy generating assets until
2028.
In the medium to long term, any policy changes
to the MEES would impact properties in the social housing sector.
The ability to claim MEES exemption caps the maximum exposure to
£10,000 per property. Overall, 49% of the social housing portfolio
has an EPC rating equal to a C or above, whilst 36% has an EPC
rating of D or below, with the remainder either unavailable or
unrated. The obligation to improve the energy efficiency of the
properties below a 'C' rating sits with the third party RPs under
fully repairing and insuring leases, and this will be closely
monitored with borrowers.
An increased focus on the ESG aspects of the
investment process presents significant opportunities for the
Company. At IPO, ESG considerations were not as prominent for
investors as they have become in recent years.
Whilst many investment funds and companies are
seeking to quantify and reduce their negative environmental and
social impact, the Company finds itself in a position where all its
investments have a positive environmental or social contribution,
meaning sustainability is inherent in the
Company's portfolio.
As the UK embarks on the largest transformation
of its infrastructure in recent history as part of the transition
to net zero, there will be a significant private sector investment
requirement to support this, and public sector support will be
needed across a range of asset classes. The new Government has
pledged to work with the private sector to double onshore wind,
triple solar power, and quadruple offshore wind by 2030, with
increased spending across the renewable energy infrastructure
sector. The new Government's Green Prosperity Plan is set to
'partner with businesses' to invest in 'industries of the future',
with the aim of creating 650,000 jobs.
B. Describe the
impact of climate‑related risks
and opportunities on the organisation's businesses, strategy
and financial planning
The primary physical impact of climate change on
the business will be experienced by the Project Companies the
Company lends to: firstly, by increased operating costs or reduced
revenues due to physical risks materialising.
In many cases, physical mitigation measures
exist and there is a degree of contractual protection built
into loan agreements from these increased costs.
Secondly, the credit quality of the Project
Companies may deteriorate. For example, extreme weather events
might materially increase the cost of insuring some assets,
or they might make some assets uninsurable. These impacts, if
material, may lead to a reduction in the valuation of the
portfolio.
Regarding the Company's strategy, the portfolio
benefits from its geographic, technological and market
diversification. Conversely, opportunities may arise which enable
the Company to deploy capital to a wider range of asset classes,
providing further diversification into new sectors and thereby
increasing revenues.
For financial planning, one potential
transitional impact of climate change arises from the increased
deployment of renewable power generation reducing the marginal cost
of electricity and impacting revenue. A mitigating factor for this
is the increased use of direct PPAs, which will thereby secure
steady revenue streams. The Investment Adviser, on behalf of the
Company, has successfully implemented a number of these agreements.
Further information on the Company's electricity price exposure can
be found above. Based on the climate risk analysis undertaken,
referred to below, the Investment Adviser does not currently
propose to make any changes to financial forecasts due to climate
risk.
C. Describe the
resilience of the organisation's strategy, taking into
consideration different climate‑related
scenarios, including a 2ºC or lower scenario
The climate change risk assessment carried out
by the Investment Adviser has concluded that the Company's strategy
is resilient to both the physical and transition risks associated
with climate change. This year, the Investment Adviser increased
the scope of its 2ºC or lower scenario to include analysis of
changes in physical risks. In doing so, it has noted resilience to
the identified physical risks associated with climate change, with
heat stress the only score that increases in a 2ºC or lower global
warming scenario. The other physical risk scores remained the same.
Transition risks were not included in the assessment, due to
difficulty in obtaining independent data points. However, the
Investment Adviser will look to include these in future climate
risk assessments as it works towards the Company achieving full
compliance with TCFD.
The results of the assessment demonstrated that
whilst there are physical and transitional risks in the context of
the Company's diversified portfolio, the financial impacts were not
material. For example, a storm might generate strong winds which
could have a negative impact on revenue from wind turbines, causing
them to shut down in stormy conditions, but would not necessarily
have an adverse impact on other assets in the portfolio,
illustrating the resilience of a diversified portfolio.
Risk
management
Disclose how the organisation identifies,
assesses and manages climate‑related risks.
A. Describe the
organisation's processes for identifying and assessing
climate‑related risks
The Board of Directors directly or indirectly
addresses climate-related risks and opportunities when evaluating
and approving new investments, including a climate risk assessment
for each new investment.
As part of the Investment Adviser's due
diligence process, climate risk assessments are carried out on each
portfolio asset where appropriate. The Investment Adviser also
carries out ongoing performance monitoring, including asset site
visits by experienced personnel; further information is given
above. Fortnightly updates and quarterly detailed reports on asset
performance are also provided to the Board.
Climate change has become a key risk faced by
infrastructure investors. The Company continues to focus on the
potential impacts of climate change and the risk factors associated
with rising global temperatures. As such, the Investment Adviser
has conducted a detailed portfolio-wide climate risk assessment
across each of the 473 individual assets in the portfolio. This
risk assessment includes an analysis of the impact of a 2ºC or
lower global warming scenario.
The risk assessment considers nine risk factors
divided between physical and transition risks:
· Physical risks:
these are events that are driven by a shift in temperatures and
weather patterns. The assessment considers five risks: flood risk;
heat stress; water stress; fires and wildfires; severe winds and
storms. These events have been chosen based on their materiality to
the overall portfolio. Refer to the table below for further detail
on materiality.
· Transition risks:
these are the risks related to the transition to a low-carbon
economy. Four areas were considered: policy or regulatory;
technological; market; and reputational risks.
External and internal data points were used to
assess assets in the portfolio. Historic weather data was used to
inform heat stress, water stress and severe wind. UK Government
databases were used to obtain data for flood risk and wildfire data
for all available sites in the portfolio. IPCC data was used to
determine heat stress, water stress and severe winds in the 2ºC
warming scenario. The Beaufort wind scale was used to assess the
threshold at which wind speeds are considered high. EPC ratings
were obtained from UK Government databases.
An asset-by-asset assessment was undertaken
internally by the Investment Adviser's portfolio management team to
consider the specifics of each investment and to understand the
overall exposure to climate change and any mitigating factors. The
results from the risk assessment form part of the portfolio
management decision-making process and help identify further
mitigation strategies, informing whether any changes are required
to the underlying financial forecasts of the Company.
The climate risk assessment was completed by
evaluating the impact and likelihood of a climate change event
happening within the remaining lifetime of each asset, divided
between physical and transition risks. The risk assessment scores
were calculated by multiplying impact and likelihood metrics to
form a total score for each asset.
For physical and transition risk, the impact
metric indicates the financial impact each risk could potentially
have on the asset. This metric is scored on a scale of 1 to 5, with
5 being the highest and 1 having a lower impact.
Each score indicates a specific financial impact
as shown in the table below:
Score
|
Materiality
|
Impact
|
5
|
Significant
|
>£5
million
|
4
|
Major
|
£2 million - £5
million
|
3
|
Moderate
|
£501,000 - £2
million
|
2
|
Minor
|
£51,000 -
£500,000
|
1
|
Negligible
|
<£50,000
|
The likelihood score for physical risk is based
on past Met Office data to determine the probability of a specific
weather event happening, based on the specific location of the
asset.
For transition risk, the likelihood score was
rated between 0% and 100% based on the probability of a climate
event happening within the remaining lifetime of the asset. This
probability was converted to a score between 1 and 5 to keep
consistency between the physical and transition risk likelihood
scores, seen in the table below:
Probability
|
Score
|
<5%
|
1
|
5% - 15%
|
2
|
15% - 25%
|
3
|
25% - 35%
|
4
|
>35%
|
5
|
The impact and likelihood metrics were
multiplied with each other to give a score for each risk
identified, which led to each physical and transition risk metric
being given a total rating out of 25. These individual ratings were
then weighted by the portfolio valuation of each asset to give an
aggregated score by sub-sector and sector. A final rating between 0
and 225 was obtained by combining total physical and transition
risks scores.
The chart based on the weighted average rating
for each sector on page 78 of the full annual report on the
Company's website shows the output of this process, indicating the
sectors that are most vulnerable to climate change. The placement
of each sector highlights its risk exposure, with a low risk
between 0-33%, medium risk between 33-66% and high risk between
66-100%. Each sector is plotted based on the risk percentage for
each physical and transition risk.
Under physical risks, the biggest exposure is to
fires/wildfires and water stress. An increase in the frequency of
fires/wildfires is most likely to impact the social housing sector,
while an increase in water stress is most likely to impact the
renewables sector.
Wildfires are becoming a bigger threat in the
UK, with England averaging 30,000 wildfires a year, according to
data from the Forestry Commission. Water stress is also becoming a
bigger issue, with global warming causing higher rainfall in the UK
and making rising water levels a bigger threat globally. This year,
the Investment Adviser refined its water stress analysis by mapping
assets to their water providers to see if they were in an area of
stress.
Under transition risks, the portfolio is most
exposed to policy/regulatory change, as well as technological
change. Within the renewables portfolio, biomass projects account
for some 10% of portfolio value and are most likely to be
influenced by regulatory and market changes. While the Investment
Adviser views the biomass sector as well placed to benefit from the
transition to net zero as a form of low-carbon baseload power,
uncertainty around the possible participation in the UK ETS along
with future power price caps for renewable generators, is reflected
in the regulatory and technological risk scores. While the new
Government included some provisions in their Autumn Budget for the
introduction of the UK ETS, there is still some uncertainty about
the impact it will have on portfolio assets.
The Investment Adviser also undertook the
analysis of a 2ºC or lower global warming scenario on assets in the
portfolio. This analysis concluded that the Company's strategy is
relatively resilient to the physical risks associated with climate
change.
In the 2ºC scenario, the Investment Adviser
considered changes in the likelihood of the occurrence of physical
climate risks and focused on the impact of a 2ºC change in
likelihood scores in the physical risk section. Transition risks
were not included due to difficulty in obtaining independent data
points, as well as the assumption that transition risks will not be
impacted in the same way as physical risks in a 2ºC warming
scenario. The Company recognises it has further to go in achieving
full compliance with a 2ºC increased temperature scenario because
of this and is committed to including transition risk data points
in future years.
The likelihood score for heat stress, water
stress, severe winds and wildfires in a 2ºC temperature increase
scenario was based on the probability of each metric occurring,
using past Met Office data and UK Government data to determine the
probability of a specific weather event and applying a multiplier
for each physical risk. This multiplier was based on data from the
IPCC, which is the United Nations body for assessing climate
change. The Investment Adviser acknowledges this is a different
data source than was used in last year's assessment; however, it
considers it a more reliable data source from which to obtain
future weather projections.
After running the 2ºC scenario, it was
determined that physical risks mostly remained the same, with the
exception of heat stress, which increased by 0.4 rating points.
This has led the Investment Adviser to conclude the Company's
strategy is relatively resilient to both the physical and
transition risks associated with climate change.
The Investment Adviser and the Board recognise
that the prioritisation of climate change requires a change of
Government approach, primarily through regulation.
Regulatory changes through mechanisms such as
the UK ETS, power price caps, energy efficiency standards and
windfall taxes on renewable energy generators may further impact
the portfolio.
Based on the analysis undertaken, the Investment
Adviser does not currently propose to make any changes to its
financial forecasts due to climate risk. As detailed above, in the
medium to long term, any changes to MEES for buildings could impact
certain assets, and these will be closely monitored with borrowers.
The Investment Adviser also intends to closely monitor the impact
of rising global temperatures on its investments, as the increasing
likelihood of rising temperatures could impact the portfolio, as
evidenced in a 2ºC rising temperature scenario. The Investment
Adviser intends to update the climate risk assessment on an annual
basis.
This year, the Company engaged Terra Instinct,
a sustainability advisory firm, to perform a review of
the Company's TCFD disclosures and climate risk assessment. The
review examined the Company's current approach to the climate risk
assessment, providing recommendations on how it could be
improved.
By partially implementing the recommendations,
the Investment Adviser improved the reliability of its data source
for the multiplier in the 2ºC warming scenario analysis in this
year's reporting. The Investment Adviser will continue to work
towards implementing further recommendations in future
years.
For details on the portfolio exposures - climate
change risk - refer to page 78 of the full annual report on the
Company's website.
The Company will continue to refine its approach
to materiality as the availability, completeness and accuracy of
data improves over time.
Whilst the Investment Adviser has concluded that
the portfolio is exposed to low physical and transition risk, the
climate opportunities for each asset have not been quantified in
this exercise. This is an area that will be considered further in
future assessments.
The Investment Adviser has identified several
transition opportunities for the Company. These surround
optimisation, expansion and life extension opportunities for the
portfolio following growing demand for renewable energy and energy
security. This is expected to cause renewable energy demand to
increase, driven by the decarbonisation of transport and heating
amongst other factors.
While opportunities related to physical and
transition risks have not been quantified to date, the Board and
the Investment Adviser hope to include these in future
reports.
The Investment Adviser aims to continue
improving all areas of its climate risk assessment, including the
data collection process, controls around this process and creating
meaningful disclosures in order to help monitor and mitigate
exposure to climate change. Areas identified for improvement
include:
· including
transition risks in a 2ºC or lower scenario;
· implementing
further recommendations from Terra Instinct; and
· combining climate
opportunities into the assessment.
B. Describe the
organisation's processes for managing
climate‑related risks
The portfolio is diversified across a number of
asset classes and ESG processes are embedded into investment
decision making. The importance of the Investment Adviser's
engagement and influence in helping portfolio companies improve
their ESG performance is crucial. Further information is given in
the risk section below.
C. Describe how
processes for identifying, assessing and managing
climate‑related risks are integrated into the
organisation's overall risk
management
The way in which the Company manages risk and
principal risks and uncertainties is described below. The Board
does not consider climate‑related risk a principal risk, however it does
recognise climate-related risk as an emerging risk. Refer below for
further information.
Metrics and targets
Disclose the metrics and targets used to assess
and manage the relevant climate‑related risks and opportunities where such
information is material.
A. Disclose the
metrics used by the organisation to assess
climate‑related risks and opportunities in line with its
strategy and risk management process
The Investment Adviser includes an assessment of
ESG characteristics in every investment proposal submitted to the
Company's Investment committee for approval. Prior to the approval
of a new investment, the Investment Adviser assesses how the
investment rates against relevant ESG criteria, laid out in an ESG
checklist tailored to the Company. The checklist typically covers
the counterparty's commitment and capability to effectively
identify, monitor and manage potential ESG-related risks and
opportunities and, to the extent applicable, the availability of
relevant policies and procedures, alignment with industry or
investment-specific standards and ratings, and compliance with
relevant ESG‑related
regulation and legislation. Each asset undergoes a credit risk
assessment that incorporates ESG risk, which reflects the potential
for ESG risks to impact the ability and willingness of the borrower
to meet their financial obligations in a timely basis.
During the year, the Investment Adviser carried
out a climate risk assessment for each underlying asset. Further
information on the methodology used to complete the climate risk
assessment is included above.
B. Disclose
Scope 1, Scope 2 and, if appropriate, Scope 3 greenhouse gas
emissions and the related risks
As an investment company, the Company does not
have a significant environmental impact by itself.
With no employees or property and an outsourced
services model, there are no Scope 1 (direct) and Scope 2 (indirect
through power demand) climate‑related emissions to report, and as an
investment fund specifically, its Scope 3 (other indirect)
emissions fall under two categories within Scope 3 as defined by
the GHG Protocol:
Category 1: Purchased goods and
services
The emissions from services provided by the
Company's top ten third party service providers and emissions from
travel of the Board. The top ten third party service providers
represent 92% of the annual expenditure of the Company and
therefore these were deemed the most material in the context of the
Company's outsourced service model.
The Company used a supplier-specific approach
whereby expenditure for each service provider is multiplied by the
service provider's organisational carbon footprint intensity in
tCO2e (market‑based
Scope 1 and 2 plus upstream Scope 3 emissions) as disclosed through
publicly available data. Using this approach, the Company was able
to report attributable supplier emissions covering 98% of its
annual spend across nine of its top ten suppliers.
Category 15:
Investments
The emissions of the underlying portfolio. As
this is only the third year a detailed data collection exercise has
been undertaken, there are still plenty of challenges faced in
respect to the availability of the data requested, insofar as the
Company is a debt provider and does not own or control 94% of
assets in the portfolio.
As such, emissions data points were obtained
from 74% of portfolio assets by value. Estimated emissions data was
not used this year, due to the increase in emissions data collected
directly from portfolio assets. Further steps will be taken to
improve this process in future reporting periods.
The Investment Adviser will continue to liaise
with asset operators to improve and refine the availability of
future ESG data which will continue to be collected and reported on
an annual basis. Further information on the data collection
exercise can be found above.
The Company has measured and disclosed the
emissions from its underlying portfolio in accordance with the GHG
Protocol. Emissions from investments (Category 15) comprise
proportional Scope 1 and Scope 2 and limited Scope 3 emissions of
the underlying portfolio and have been allocated based on the
Company's proportional share of total enterprise value (total
equity plus debt) in accordance with the guidance for debt
investments and project finance.
The Company has not reported total projected
lifetime Scope 1 and Scope 2 emissions of any new projects financed
during the year. It will seek to include this information for
future years where possible.
Greenhouse gas
emissions
The Company has measured its emissions in
accordance with the GHG Protocol. An operational control approach
was used to define the organisational boundary and responsibility
for GHG emissions. Emissions have been measured over the twelve
month period to 30 June 2024. The period chosen was to facilitate
data inclusion in the Company's annual report.
|
|
Year ended
30 September
20241
|
Year
ended
30 September
20231
|
|
|
|
|
Absolute
|
Attributable
|
Absolute
|
Attributable
|
|
|
emissions
|
emissions
|
emissions
|
emissions
|
|
|
tCO2e
|
tCO2e
|
tCO2e
|
tCO2e
|
|
|
Portfolio
|
Portfolio
|
Portfolio
|
Portfolio
|
|
|
Scope
1, 2 & 3
|
Scope
1, 2 & 3
|
Scope
1, 2 &
3
|
Scope
1, 2 &
3
|
|
GHG emissions
|
|
|
|
|
Scope
1
|
Direct GHG emissions - occur from sources that
are owned or controlled by the organisation
|
-
|
-
|
-
|
-
|
Scope
2
|
Indirect GHG emissions - occur from the
generation of purchased electricity, heating, cooling and
steam
|
-
|
-
|
-
|
-
|
|
Energy consumption used to calculate above
emissions: /(kWh)
|
-
|
-
|
-
|
-
|
|
Total gross
Scope 1 and Scope 2 emissions /tCO2e
|
-
|
-
|
-
|
-
|
Scope
3
|
Category 1, emissions from indirect purchased
goods and services
|
171
|
171
|
124
|
124
|
|
Category 15, emissions from
investments
|
43,136
|
15,948
|
36,752
|
13,030
|
|
Total gross
Scope 3 emissions /tCO2e
|
43,307
|
16,119
|
36,876
|
13,154
|
|
Total gross
Scope 1, Scope 2 and Scope 3 emissions
/tCO2e
|
43,307
|
16,119
|
36,876
|
13,154
|
C. Describe the
targets used by the organisation to manage
climate‑related risks and performance against
targets
The Board and the Investment Adviser are
committed to improving the Company's data capture and disclosure to
help drive more consistent reporting across the industry. The
Company has continued to make progress towards achieving full
compliance with TCFD and has expanded its reporting this year to
include more physical risks in its 2ºC or lower global warming
scenario, as well as improving the reliability of the data used in
its 2ºC or lower scenario.
The Company intends to continue to develop its
approach in relation to targets. However, given that the Company
does not own or control 94% of the assets in the portfolio, certain
challenges remain around setting climate-related targets at a
portfolio level.
The Company has thoroughly considered the
implementation of the SBTi, particularly regarding target
setting.
However, there is currently no existing guidance
from the SBTi on the infrastructure sector which assists with
formulating targets. Formally submitting targets comes at a cost to
the Company and it is therefore important to ensure it is good
value for stakeholders. The first step is to establish internal
targets, and the Company is in the process of ensuring robust and
reliable data to establish a target base year.
The data collection exercise undertaken this
year continues to provide the Company with useful portfolio-level
data. This allows the Board and the Investment Adviser to focus on
areas that are material. The data will also assist the Board in
selecting relevant targets to manage risk and performance and
inform other mitigations such as regular engagement, oversight and
review.
The Company also engaged Aardvark, an
independent and external provider, to advise on potential next
steps to enable it to extend its reasonable assurance to commission
independent assurance of its ESG data collection process in future
years.
In addition, the Company engaged Terra Instinct
to perform a review of the Company's TCFD disclosures and climate
risk assessment, with the aim of the Investment Adviser
implementing further recommendations for future periods.
The Investment Adviser runs its operations on a
carbon-neutral basis. The Company is committed to achieving carbon
neutrality by offsetting emissions generated by business travel,
therefore supporting the transition to net zero.
1. 12 month period to 30 June 2023 or 2024 to
facilitate data inclusion in the Company's annual
report.
Stakeholders
Introduction
Stakeholders are integral to the
long‑term success of the
Company. They include shareholders, borrowers, lenders, the public
sector, suppliers and local communities.
As a member of the AIC, the Company reports
against the AIC Code on a comply or explain basis. Whilst the
Company is not domiciled in the UK, by reporting against the AIC
Code, the Company voluntarily meets the obligations under section
172 of the UK Companies Act 2006.
The Directors seek to understand the needs and
priorities of the Company's stakeholders in accordance with the UK
Companies Act 2006. All Board discussions involve careful
consideration of the longer‑term consequences of any decisions and their
implications for stakeholders.
The Board believes that the Company's key
stakeholders comprise shareholders, borrowers, lenders, the public
sector, suppliers and local communities. This section sets out why
and how the Company engages with these stakeholders and the actions
taken by it to ensure that their interests are considered by the
Board.
The Board always aims to be fair and balanced in
its approach. The needs of different stakeholders are considered as
well as the consequences of any long-term decisions.
The stakeholder model below demonstrates how the
Company interacts with its stakeholders. These relationships
provide the foundation for the Company's longevity, which is
beneficial to all parties. The Board understands the value of
maintaining a high standard of business conduct and stakeholder
engagement, whilst also ensuring the Company positively impacts the
environment in which it operates.
The Directors recognise that, both individually
and collectively, their overarching duty is to act in good faith
and in a way that promotes the success of the Company as set out in
section 172 of the UK Companies Act 2006. The Directors act for the
benefit of shareholders and in the interests of stakeholders as a
whole, having regard, amongst other matters, for the likely
consequences of any decision in the long term on the following
considerations.
Section
172:
Promoting the success of the
Company
The Board of Directors consider, both
individually and together, that they have acted in a way they
consider, in good faith, is likely to promote the success of the
Company for the benefit of its members as a whole in the decisions
taken during the year as set out below.
The
interests of the Company's employees
The Company has no employees but has close
working relationships with the employees of the Investment Adviser
and the Administrator to which it outsources its main
functions.
Refer to the stakeholder engagement section
below and to the governance section on pages 100 to 133 of the full
annual report on the Company's website.
The
need to foster the Company's business relationships with suppliers,
customers and others
The Board has a close working relationship with
all its advisers and regularly engages with all parties.
Refer to the stakeholder engagement section
below.
The
impact of the Company's operations on the community and the
environment
The Company's activities are beneficial to the
environment as they comprise, in part, renewable energy investments
that positively impact the environment and climate change,
regulatory and UK Government targets.
Refer to the sustainability section
above.
The
desirability of the Company maintaining a reputation for high
standards of business conduct
Under the leadership of the Chairman, the Board
operates with the core values of integrity and impartiality and the
aim of maintaining its reputation for high standards in all areas
of the business it conducts.
Refer to Board values and culture in the
governance section on page 111 in the full annual report on the
Company's website.
The
need to act fairly between shareholders of the
Company
The Board actively engages with shareholders and
considers their interests when setting the Company's
strategy.
This section sets out why and how the Company
engages with stakeholders and the actions taken to ensure that
their interests are taken into account in the Board's decision
making.
Stakeholders: Why and how we engage
Shareholders
All investors in the Company, be they
institutional, such as pension funds or wealth managers, or retail,
such as private individuals.
Why
engage
The Company generates earnings that benefit
shareholders through dividend income. The Board and the Investment
Adviser recognise the importance of engaging with shareholders on a
regular basis to maintain a high level of transparency and
accountability, acting fairly and to inform the Company's decision
making and future strategy.
How
the Company engages
The Company, primarily through its Investment
Adviser and brokers, engages in ongoing communication with its
shareholders via market interactions, analyst and marketing
presentations who regularly provide feedback to the Board. The
feedback received from shareholders during the course of these
interactions is taken into consideration when setting the future
strategy of the Company and any Board decisions which impact
shareholders.
The Board encourages shareholders to attend and
vote at general meetings of the Company so that they may discuss
governance and strategy with them and understand their issues and
concerns. The Chairman of the Board and the Chair of each committee
attend general meetings of the Company to answer any questions
posed by shareholders.
The Board recognises that the Company is
required to have its formal shareholder meetings in Jersey, which
may preclude shareholders from attending. To address this
issue, the Company, together with the Investment Adviser, annually
host a 'Capital Markets Day' in London.
This year the event was held in January 2024 and
provided an opportunity for investors to meet the Board, the
Investment Adviser and investee companies, as well as hearing in
greater detail the work being undertaken to drive value within the
portfolio.
Further information is provided on page 113 in
the full annual report on the Company's website and the
presentation from the event is available on the Company's website.
The Investment Adviser is planning to hold the next Capital Markets
Day in January 2025. Further information will be published by the
Company in due course.
Further communication with shareholders is
achieved through the annual and half‑yearly reports, news releases via the LSE and
the Company's website. This information is supplemented by the
quarterly calculation and publication of the NAV per share on the
LSE and the publication of a quarterly factsheet by the Investment
Adviser.
The Company's annual report is dispatched to
shareholders by post (where requested) and is also available to
download from the Company's website, together with the half-yearly
report. In the annual report, the Directors seek to provide
shareholders with sufficient information to allow them to obtain a
reasonable understanding of developments affecting the business and
the prospects for the Company in the year ahead.
Refer above and below for further information.
Up-to-date information is provided on the Company's
website.
Borrowers
Owners of the Project Companies to which the
Company advances loans.
Why
engage
The Company values its relationships with
borrowers, ensuring time is spent building and maintaining these
relationships. By engaging with borrowers and understanding their
needs, the Company can build long-lasting relationships that are
beneficial to both parties. Borrower contact enables direct
feedback and informs strategic decision making at the Board
level.
How
the Company engages
The Company has been able to advance a further
£27.3 million to existing borrowers in the financial year under
review with a further £0.3 million post year end.
The Investment Adviser closely engages with
borrowers on an ongoing basis. Engagement takes the form of regular
interaction with the borrowers by its dedicated portfolio
management team.
Refer above for further details and information
about site visits carried out during the year.
The Board takes advantage of all available
opportunities to engage with borrowers. This includes participating
in site visits led by the Investment Adviser.
Suppliers
Suppliers across the UK and Jersey who provide
administrative services to the Company.
Why
engage
The Company's suppliers include third party
service providers engaged to provide corporate or administrative
services, in addition to the investment advisory services provided
by the Investment Adviser. These services are critical to the
ongoing operational performance of the Company. It relies on the
performance of third party service providers to perform its main
functions.
How
the Company engages
The Board has a close working relationship with
all its advisers and regularly engages with all parties. The
Management Engagement committee regularly monitors the performance
and reviews the terms of each service contract. This informs
decision making at the Board level in regard to the continuing
appointment of service providers.
The Audit and Risk committee also conducts an
annual review of the internal controls of the Investment Adviser
and the Administrator; this includes a visit to the offices of both
service providers. Refer below for further details.
Public
sector
Organisations owned and operated by the UK
Government that exist to provide public services for
society.
Why
engage
Governments and regulators play a central role
in shaping renewable energy, PFI and social housing sector policy.
Changes in UK Government policy may adversely affect the ability of
the Company to successfully pursue its investment policy and meet
its investment objective or provide favourable returns to
shareholders.
How
the Company engages
The Company engages with local government and
regulatory bodies at regular intervals and participates in focus
groups and research projects on the infrastructure sector through
the Investment Adviser. UK infrastructure policy informs strategic
decision making at a Board level with consideration given to the
impact the Company has on the sector.
Cost disclosure requirements have impacted the
Company this financial year; however, positive developments have
been made, with a Statutory Instrument to remove the requirement
for investment companies to publish ongoing charges, becoming law
on 22 November 2024. The Investment Adviser has been heavily
involved in the campaign to resolve the cost disclosure issue, and
it has been a significant area of engagement for the
Company.
The Company has historically benefitted from
co-investment alongside public bodies seeking to 'crowd-in' private
sector capital and will continue to seek and evaluate such
opportunities. In addition, the Company supports efforts to
mobilise private capital to promote decarbonisation
efforts.
The introduction of a new Government this year
has meant increased focus on the UK's decarbonisation targets. In
their first Budget, announced post year end in October 2024, the
new Government announced their commitment to make the UK a clean
energy superpower. This is beneficial for the Company, as the
Investment Adviser has an extensive track record in the renewable
energy sector, as well as the proven ability to target emerging
sectors. This means the Company is well placed to benefit from
increased investment opportunities associated with the energy
transition.
Society
The Company makes a positive impact through its
investments in renewables and assets such as schools and hospitals
which are integral to society.
Why
engage
Through its investments in renewable energy
projects and assets such as schools and hospitals, the Company's
activities indirectly impact the lives of thousands of people
across the UK. The Company is committed to being socially
responsible and the Directors consider community involvement to be
an important part of that responsibility.
How
the Company engages
The Company indirectly provides benefits to
society through its investment activities, as it contributes to the
generation of renewable energy and provides financing for
infrastructure that has clear benefits to end users in
society.
Investing in renewables, PPP/PFI and social
housing projects indirectly creates job opportunities in supply
chains that benefit local communities across the UK.
Renewables projects not only have a positive
impact on the environment but also have wider benefits for society,
for example, improving local communities through Community Benefit
Funds.
The Company's investments in supported living
have funded various social housing projects across the UK, offering
high-quality accommodation for vulnerable people. The Investment
Adviser is focused on operating to the highest ethical standard in
this area due to the vulnerability of stakeholders.
Lenders
Financial institutions and providers of the
Company's credit facilities.
Why
engage
The Company's facilities are used to make
investments in accordance with its investment policy. These
arrangements provide the Company with access to flexible debt
finance, enabling it to take advantage of investment opportunities
as they arise as opposed to holding cash which is awaiting
investment. Access to these facilities is vital for the efficient
capital management of the Company.
How
the Company engages
Lenders are financial institutions that provide
debt finance in the form of an RCF. The Company, through its
Investment Adviser, engages with its lenders on a regular basis,
and there is a strong, supportive long‑standing relationship. The Investment Adviser,
on behalf of the Company, has engaged positively with its lenders
during the year.
The Company has in place an RCF with a total
commitment of £150 million, following the refinance of the previous
facility in March 2024, where commitments were reduced from
£190 million in line with the Board's stated intention of
reducing leverage.
The new facility will expire in March 2027.
These arrangements are anticipated to provide the Company with
continued access to flexible debt finance, enabling it to take
advantage of investment opportunities as they arise, and may also
be used to manage the Company's working capital requirements from
time to time.
Further details on the Company's RCF can be
found in note 15 to the financial statements.
Information on key Board decisions during the
year and their impact on stakeholders can be found in the
governance section on pages 114 to 115 in the full annual report on
the Company's website.
Risk management
The Board and the Investment Adviser recognise
that risk is inherent to the operation of the Company and are
committed to effective risk management to protect and maximise
shareholder value.
Approach to
risk management
The Board has the ultimate responsibility for
risk management and internal controls within the Company. The Board
has adopted a risk management framework to govern how it identifies
existing and emerging risks, determines risk appetite, identifies
mitigation and controls, and how it assesses, monitors and measures
risk and reports on risk.
Risk review
process
The Board, with the assistance of the Audit and
Risk committee, undertakes a formal risk review twice a year to
assess the effectiveness of the Company's risk management process
and internal control systems. During the year, the Board continued
to track its most material risks ('A' risks) on a risk matrix
showing relative probability and impact. This allowed the Board to
identify the twelve principal risks facing the Company, as
described below. Additional, less material, risks ('B' risks) are
monitored by the Board on a watchlist.
In addition to the Audit and Risk committee, the
Company's Investment committee, Management Engagement committee and
Sustainability committee have a key role and contribute to the
overall risk management and governance structure. Consideration is
given to the materiality of risks in designing systems of internal
control; however, no system of control can provide absolute
assurance against the incidence of risk, misstatement or
loss.
The following are the key components the Company
has in place to provide effective internal control:
Execution risk
· The Board and the
Investment committee have agreed clearly defined investment
criteria, which specify investment characteristics, authority and
exposure limits.
· The Board and the
Audit and Risk committee receive and review assurance reports on
the controls of the Investment Adviser and Administrator undertaken
by a professional third party service provider.
· The contractual
agreements with the Investment Adviser and other third party
service providers, and their adherence and ongoing performance, are
regularly reviewed by the Board and at least annually by the
Management Engagement committee.
Portfolio risk
· The Investment
Adviser prepares quarterly reports which allow the Board to assess
the performance of the Company's portfolio and more general market
conditions.
Financial risk
· The Investment
Adviser and the Administrator prepare financial projections and
financial information which allow the Board to assess the Company's
activities and review its financial performance.
· The Company has
policies and procedures in place to ensure compliance with legal
and regulatory requirements which are monitored by the
Board.
Other risks
· The Board
monitors the outputs from the Company's and the Investment
Adviser's compliance officers.
Emerging risks
· Emerging risks
are a standard item on the Board's agenda with a continual focus
and scanning of the regulatory horizon to ensure early awareness
and engagement.
· Climate risk is
now a key consideration for the stability of future risk-adjusted
financial returns, with both physical and transition risks
considered.
· The Board,
through its Sustainability committee, directly or indirectly
addresses climate-related risks and opportunities when evaluating
and approving new investments, including an ESG risk and impact
assessment completed for each new investment.
· More details on
how the Board of Directors identifies, assesses and manages
emerging risks, including climate change risk, is provided
below.
Risk
appetite
As an investment company, the Company seeks to
take investment risk. The Company's investment policy above sets
out the key components of its risk appetite. The Company and the
Board seek to manage investment risk within set risk and return
parameters. Information on the Investment Adviser's view on current
asset risk characteristics for each risk sector is included in the
Investment Adviser's report above.
Role of the
AIFM
The Investment Adviser is the appointed AIFM to
the Company and is required to operate an effective and suitable
risk management framework to allow the identification, monitoring
and management of the risks to which the Investment Adviser and the
AIFs under its management are exposed.
The Investment Adviser's permanent risk
management function has a primary role alongside the Board in
shaping the risk policy of the Company. It also has responsibility
for risk monitoring and risk measuring to ensure that the risk
level complies with the Company's risk profile on an ongoing
basis.
The principal risks faced by the Company
detailed below are categorised under the headings of execution
risk, portfolio risk, financial risk1 and other
risks.
Category 1:
Execution risk
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Risk
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Impact
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How
the risk is managed
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Change in residual risk over the
year
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1 Investment
due diligence
Investment due diligence may
not reveal all the facts
relevant
to an investment and may not highlight
issues that could affect that investment's performance. This risk
is likely to be greater
in new investment sectors such as geothermal,
hydrogen storage, forestry and electric vehicles.
Link to
strategy: 1, 3
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If an investment underperforms relative to
expectations, the interest and principal received
on the investment may be
lower than envisaged,
negatively impacting the performance of the
Company.
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In addition to due diligence carried out by the
Investment committee of the Board and
the Investment Adviser,
various third party financial, technical,
insurance and legal experts are engaged to
advise on specific project risks.
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Stable
The current macro-economic environment is
uncertain, and the future outlook for inflation and interest rates
is difficult to predict with accuracy; however, the Board does not
intend to increase this risk from its existing heightened
level.
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2 Availability
of suitable investments and reinvestment risk
There is no guarantee that the Company will be
able to identify suitable investments with risk and return
characteristics that
fit within the investment
strategy of the Company.
Where suitable investments
can be identified, the Company may face
competition in closing
a transaction. This is a risk
when raising capital and reinvesting capital
repaid to the Company under existing loan agreements.
Link to
strategy: 1, 2, 3
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If the Company cannot invest capital in suitable
assets in a timely and appropriate manner, the uninvested cash
balance
will have a negative impact
on the Company's returns.
If the only available investments with an
appropriate risk profile yield lower rates of return than have
historically been
achievable, the Company's overall returns may be
adversely affected. Furthermore, if loans are prepaid earlier than
expected, the repayment of capital is accelerated, leading to a
potential cash drag. Ultimately, this risks the sustainability of
the dividend.
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The Investment Adviser is constantly engaging
with the market, seeking new deals,
and building a specifically identified
investment pipeline before the Company seeks to raise additional
capital in order
to ensure that it is deployed in
a timely fashion. Consideration is also given to
any scheduled capital repayments.
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Increased
Notwithstanding the current capital allocation
policy, the Investment Adviser continues to explore future
investment opportunities, and the value of the pipeline has
increased relative to available funds.
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1. The principal financial risks, the Company's
policies for managing these risks and the policy and practice with
regard to financial instruments are summarised in note
19.
Risk
|
Impact
|
How the risk is
managed
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Change in
residual risk over the year
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3 Reliance on
the Investment Adviser
The Company is heavily reliant on third party
service providers
to carry out its main functions.
In particular, the Company depends on the
Investment Adviser and the expertise of
its key personnel and staff to implement the
Company's strategy and investment policy,
to deliver its objectives and to maintain
sufficient day-to-day oversight of investments.
Should any key personnel leave the employment of
the Investment Adviser and it is unable to recruit other
individuals of similar experience and credibility, this may have a
negative impact on the performance of both the Investment Adviser
and the Company.
The Company is also reliant on the effectiveness
of the Investment Adviser's control environment.
Link to
strategy: 1, 3
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Failure by the Investment
Adviser to carry out its
obligations in accordance
with the terms of its
appointment, or to exercise
due skill and care, could have
a material effect on the Company's
performance.
Any poor performance, misconduct or
misrepresentation by the Investment Adviser may manifest itself in
direct financial losses or result in damage to
the Company's reputation,
having longer-term financial consequences on
the
Company's performance.
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The performance of the Investment Adviser is
monitored closely by the Board. In addition, the Management
Engagement committee performs a formal review process at least once
a year, which considers the ongoing performance of the Investment
Adviser. The Audit and Risk committee also conducts an annual
control review.
The Investment Adviser has industry and asset
knowledge
of specific use and importance
to the Company. The Company has entered into a
contractual agreement with the Investment Adviser on terms that
it
considers to be mutually fair
and reasonable. The Investment Adviser monitors
its key personnel to ensure that their experience fits the role and
proper training is provided for continued professional
development.
The Investment Adviser obtains assurance of its
controls processes annually through the completion of an
ISAE 3402 audit by external auditor, Deloitte LLP.
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Stable
The Investment Adviser continues to provide
adequate resources and act with due skill, care and diligence in
its responsibilities as Investment Adviser and AIFM to the
Company.
The Company's shares continue to trade at a
significant discount1 to NAV, in line with the wider
market, which means that new investment deals are not being
prioritised. The Investment Adviser is following the Board's
capital allocation policy before considering new
investments.
The relationship between the Investment Adviser
and the Board remains strong, open and collaborative and the
Directors gain additional comfort from the fact that the Investment
Adviser is part of the wider ORIX Corporation group, a global
financial services company.
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1. APM - for definition and calculation
methodology, refer to the APMs section below.
Category 2:
Portfolio risk
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Risk
|
Impact
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How
the risk is managed
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Change in residual risk over the
year
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4 Changes in
laws, regulations and/or UK Government policy impacting
investments
Changes in laws, regulations and/or UK
Government policy,
in particular those relating to the PPP/PFI and
renewable energy markets, may have an adverse effect on the
Company.
Link to
strategy: 1, 2, 3
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Potential adverse effect on the performance of
the Company's investment portfolio and the returns achieved by the
Company.
Price capping or other intervention in the
energy
market may impact returns.
Reduced support for private sector finance of
infrastructure and/or a material change in the approach to
infrastructure delivery (such as nationalisation) represent risks
to the
Company's ability to reinvest
capital.
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Any changes in laws, regulations and/or policy,
or the application thereof, are monitored by the Board on an
ongoing basis.
The Investment Adviser
engages with industry bodies to understand and
influence Government policy options.
Given the UK Government's reliance on private
capital for, inter alia, the funding of new social and economic
infrastructure and renewable energy projects, it is the view of the
Investment Adviser and the Board that, despite potential short-term
intervention in the energy market, the risk of any future
significant changes in policy is low and is more likely to have a
prospective impact rather than a retrospective effect.
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Stable
The implementation of the Electricity Generator
Levy in January 2023 has impacted the short-term profitability of
certain assets in the portfolio. The levy will be in place until
31 March 2028.
The new Government is expected to increase
action around climate policy as it prioritises decarbonisation and
the transition to net zero.
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5 Performance
of, and reliance on, subcontractors
The performance of the Company's investments is
typically dependent on the performance of subcontractors, most
notably facilities managers and operations and
maintenance subcontractors.
The Company is heavily reliant on subcontractors
to carry out their obligations in accordance with the terms of
their appointment and to exercise due skill and care.
Link to
strategy: 1, 2
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If a key subcontractor was to
be replaced due to the
insolvency of that subcontractor or for any
other reason, the replacement subcontractor
may charge a higher price for
the relevant services than previously paid. The
resulting increase in costs may result in the Company receiving
lower interest and principal payments than envisaged.
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The competence and financial strength of
subcontractors,
as well as the terms and feasibility of their
engagement, are a key focus of investment
due diligence. The Board and
the Investment Adviser monitor the Company's
exposure to any given subcontractor and ensure that the risk
of
underperformance is mitigated through
diversification.
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Stable
The concentration of credit risk to any
individual project did not exceed 10% of the Company's portfolio at
the year end, which is the maximum amount permissible per the
Company's investment policy. Notwithstanding these issues, there
has been no evidence of insolvency indicators in the subcontractor
group.
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Risk
|
Impact
|
How
the risk is managed
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Change in residual risk over the
year
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6
Technological, operational or construction
issues
The Company's investments
are exposed to construction and/or operational
risks or utilise relatively new or developing technologies and may
not perform as expected. Over the life of a project, components of
a project may need to be replaced or undergo a major refurbishment;
these costs may be higher than projected. Operational risks also
include cyber risks.
In addition, climate change, in the form of
changes to weather patterns, can also have an impact on assets in
relation to their operation and/or construction, especially in
relation to wind and solar assets.
Link to
strategy: 1, 3
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In the event of material operational or
construction issues, the interest and
principal payments received
by the Company may be
lower than expected or
forecast and/or additional
costs may be incurred.
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The Investment Adviser undertakes extensive due
diligence on all projects
regarding expected performance. A full package
of insurance
and manufacturer guarantees
is put in place to protect the Company from
unforeseen events. The Board ensures that the Company has security
over the assets against which it is lending, so in the instance of
a borrower default it can enforce security over the assets and
implement performance improvement plans.
The Investment Adviser's dedicated portfolio
management team monitors the performance of investments on an
ongoing basis. Monitoring takes the form of regular interaction
with borrowers, including periodic site visits to the underlying
assets. The Investment Adviser reports to the Board on asset
performance on a quarterly basis.
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Increased
The Company continues to face challenges in its
gas-to-grid anaerobic digestion projects in Scotland, representing
4.4% of the portfolio. Significant progress has been made,
completing grid upgrade works to provide a more reliable method of
injecting biogas into the gas grid and reducing the likelihood of
curtailment.
Construction exposure was 1% at 30 September
2024 (30 September 2023: 1%).
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Category 3:
Financial risk
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Risk
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Impact
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How
the risk is managed
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Change in residual risk over the
year
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7
Valuation
The value of the investments made by the Company
will change from time to time according to a variety of factors,
including actual and anticipated movements in energy prices,
interest rates, inflation and/or discount rates and general market
pricing of similar investments.
The Company makes investments which rely on
detailed financial models based on certain assumptions, estimates
and projections of
each investment's future cash flow. Such
assumptions include, inter alia, inflation, power prices, interest
rates, feedstock costs, asset productivity, taxation, lifecycle and
insurance costs. There is a risk these assumptions may be
incorrect.
Link to
strategy: 3
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Such changes to valuations
may negatively impact the
value of the Company's investment
portfolio.
There can be no assurance
that assumptions will turn out
to be accurate, and actual data could have an
adverse impact
on the performance of the Company's
investments.
Errors may occur in the calculation of an
investment valuation with a potential corresponding impact
upon
the Company's published financial
statements.
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The Company's infrastructure investments are
generally low volatility investments with
stable, pre-determined, long‑term, public sector
backed revenues. Nearly half
of the Company's investment portfolio is exposed
to some
form of inflation protection mechanism. The
Company's investments are valued by an independent Valuation
Agent
with reference to duration-matched interest
rates,
typically between 15 and 25
year rates. The discount rates currently used to
value the Company's investments
include a premium to the risk-free rate that
offers protection in the event of rate rises.
When modelling future cash flows and structuring
debt profiles, the Investment Adviser uses assumptions considered
to be conservative by third party experts. The Investment Adviser
constantly monitors the actual performance of projects and takes
action where appropriate.
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Stable
The Company is exposed to a number of
shareholder interests, 6% of the portfolio by value (a reduction of
3% compared to the prior year) either as a result of the specific
targeting of these positions or through enforcing its security as a
result of the occurrence of defaults. Such exposures are more
sensitive to changes in market factors, such as electricity prices,
and the operational performance of projects, and are therefore
likely to result in increased volatility in the valuation of the
portfolio.
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Risk
|
Impact
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How
the risk is managed
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Change in residual risk over the
year
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8 Company
liquidity and balance sheet risk
The Company requires cash flows from investment
income and loan repayments to fund
its investment activities.
The Company utilises borrowing facilities to
finance and/or part‑finance
further acquisitions
in accordance with the Company's investment
policy. However, there can be no guarantee that any such facility
will be available to the Company on commercially acceptable terms
or at all.
Link to
strategy: 1
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If the Company is unable to secure borrowing
facilities
this may adversely affect the Company's
investment returns and may have a material
adverse effect on the
Company's financial position
and its operating results.
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The RCF has historically been
in place to fund potential investments in the
near term
and to avoid holding material amounts of
uninvested cash awaiting investment. Consideration may also
be
given to other forms of credit
as part of the Company's
future funding strategy.
Through the use of forecasting and modelling
techniques,
the Investment Adviser has
the capability to plan in
advance the sale of assets
if required for liquidity purposes.
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Decreased
The Board and the Investment Adviser continue to
pay close attention to cash flow modelling and cash cover to
finance acquisitions and to pay dividends.
During the year, the Company disposed of its
interest in loan notes secured against Blackcraig Wind Farm. The
disposal occurred at a 6.4% premium to the valuation of the project
at 31 March 2024. The Investment Adviser, on behalf of the Company,
continues to progress a number of additional disposal
opportunities.
The Company reduced its RCF from £190 million to
£150 million and has repaid amounts of £47 million in line
with the Board's stated intention to reduce leverage by the end
of 2024.
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Category 4:
Other risks
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Risk
|
Impact
|
How
the risk is managed
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Change in residual risk over the
year
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9 Litigation or
legal risk
Litigation or legal action either
by the Company or against it
or its assets, which involve
legal costs, management time and resources with
potential asset impairment
consequences, notwithstanding possible
mitigation through insurance schemes.
The Company is required to disclose material
litigation to shareholders and/or the Company's
regulators.
Link to
strategy: 1, 3
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Any material legal claims or regulatory action
against the Company or its underlying
assets may adversely
damage the Company's reputation and affect the
Company's ability to
successfully pursue its investment policy, meet
its investment objective and/or provide favourable returns to
shareholders.
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The Board is kept informed
by the Investment Adviser regarding any
litigation or regulatory action relating to
the portfolio. If necessary, a
sub‑committee of the
Board
is constituted to oversee a specific
matter.
Insurance regarding representations and
warranties is considered on its merits by the Investment Adviser
for each transaction.
|
Stable
Previously disclosed litigation and regulatory
proceedings regarding a number of solar assets have continued to
progress during the year. Further details are set out in the
Investment Adviser's report above.
|
10
Geopolitical
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Impacts on supply chains, inflation, interest
rates, and adverse exchange rate movements. Potential
volatility
on long-term power prices affecting the
Company's exposure to shareholder interests. Increase in
the
volume of capital flowing into infrastructure
and renewable projects creating downward pressure on yields and
difficulty
in sourcing investments within
the required risk return parameters of the
Company's investment strategy. Potential for increased uncertainty
around investment valuations if Government subsidy or support is
unpredictable.
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Regular engagement with the public sector
through the Investment Adviser. The Investment Adviser conducts
quarterly reviews on important and/or emerging topics
for
the Board's consideration. Monitoring of key
emerging issues is undertaken by the Directors on an ongoing
basis.
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Stable
The world remains turbulent, with the ongoing
war in Ukraine and unrest in the Middle East. This is balanced by a
new Government in the UK who are committed to making the UK a clean
energy superpower as set out in their Autumn Budget. This is set to
increase energy security in the UK and promote investment in the
renewable energy sector.
The Board does not consider that this risk needs
to be increased from its existing heightened level. The Board,
along with the Investment Adviser, continues to closely monitor the
impact of these issues on the portfolio.
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Risk of a sustained shift in the geopolitical
environment. For instance, international conflict,
a winding back of globalisation, trade wars and
the desire to be more self-sufficient in energy,
and increased migrant flows.
Link to
strategy: 1, 2, 3
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Risk
|
Impact
|
How the risk is
managed
|
Change in
residual risk over the year
|
11
Share price discount1 or
premium1 to
NAV
The Company's share price discount¹ to NAV will
persist
and widen to a significant level,
or will remain at an insufficiently large or
consistent premium1.
Link to
strategy: 1, 2, 3
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A significant discount1 may prevent the Company
raising more capital. If the Company
is unable to secure further
capital for investment, this
may adversely affect the Company's ability to
achieve
its investment policy and
strategy and/or maintain a diversified portfolio
of investments.
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The level of discount¹ that the Company's shares
are trading
at has meant that buybacks
have become an attractive
option from an investment
point of view relative to other opportunities.
Consequently, during the year, the Company has continued its
share
buyback programme. The decision to buy back
shares
is subject to ongoing evaluation by the Board of
the Company's share price, the investment pipeline and the
available cash resources of the Company. The level of discount¹
relative to the NAV per share is closely monitored by the
Board.
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Stable
The Company's shares have traded at an average
discount1 of 32.4% during the year and an average
premium1 of 3.8% since IPO. The level of share price
discount1 is closely monitored by the Board.
The Company is executing on its capital
allocation policy with progress made to date, which is expected to
enhance earnings per share and dividend cover going
forward.
|
12
Strategic positioning
The Company's shares are trading at a persistent
discount1 to NAV. In this environment
there is a strong argument to prioritise
de-levering and buying back shares over making any new investments.
The Board has to determine the right balance and set the strategy
accordingly. Shareholders may disagree with the strategy, or it may
not work as intended.
Link to
strategy: 1, 2, 3
|
Implementation of the wrong strategy or poor
execution of
it will damage sentiment in the Company,
exacerbating the discount1.
|
The Board is prioritising the allocation of
capital to pay
down the balance drawn under
its RCF alongside the buyback
of shares. Select sales of
portfolio assets are also under consideration.
At the same time, the Investment Adviser continues to develop a
pipeline of new investment opportunities and is considering the
refinance of existing positions to improve returns and/or reduce
risk, whilst acknowledging the current high hurdle for new
investment.
|
Stable
The Board and the Investment Adviser are working
closely to address the discount¹ at which the shares trade through
the execution of the capital allocation policy.
|
Key to strategy
references
1 - Dividend income
2 - Diversification
3 - Capital preservation
1. APM - for definition and calculation
methodology, refer to the APMs section below.
Emerging
risks
Emerging risks need to be managed differently
than 'business as usual' risks. Emerging risks are, by their
nature, more challenging to identify, assess and manage. There is a
lack of data to assess and to base the risk response on. The
relevant emerging risks for the Company are described below.
Emerging risks is an area the Board will continue to
consider.
Emerging
risks
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Risk
|
Impact
|
How
the risk is managed
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Change in residual risk over the
year
|
1 Climate
change
a)
Physical
Higher frequency and severity
of extreme weather conditions, for example
intense heat waves, storm surges and higher water levels on
coasts.
|
If renewable assets are
damaged by extreme weather events, with the
subsequent inability to connect to the grid,
or suffer reduced availability,
this would impact revenue.
|
The portfolio is diversified
across a number of asset
classes and physical locations and ESG processes
are embedded in investment
decision making.
The Investment Adviser has a Responsible
Investment policy and a Responsible Investment committee to monitor
and implement ESG initiatives. Environmental impact assessments are
carried out
as part of the due diligence process. The
Investment
Adviser also carries out
ongoing performance
monitoring, including site visits
by experienced personnel. Regular fortnightly
updates,
ad hoc and quarterly detailed reports on asset
performance
are provided to the Board.
|
Stable
The Board considers this a long-term issue; the
impact of climate change on the Company's portfolio will continue
to be closely monitored by the Board, the ESG committee and the
Investment Adviser.
During the year, the Investment Adviser carried
out a climate risk assessment for each underlying portfolio asset
as part of its TCFD disclosures to assess the actual and potential
impacts of climate‑related
risks and opportunities across the portfolio. The analysis
considered both physical and transition risks for each asset.
Further information is given above.
|
2 Climate
change
b)
Transition
Risks associated with the
long‑term trends arising from
climate change and the energy transition it requires. This includes
increasing regulation, insurance availability and price, government
inertia or over‑reaction,
failure of
business models, and
changing consumer and
business preferences.
|
Increased focus on
sustainability and ESG
factors amongst governments, regulators,
shareholders and
the wider community. Any associated
consequences
arising from
this risk, such as regulatory
or legal sanctions including financial and
reputational damage. Governmental availability, sufficiency and
consistency of support mechanisms to enable the transition to a low
carbon economy. Potential increase in costs to the
Company.
|
The Board is focused on this area. Compliance
with both
new and existing reporting requirements and best
practice
is managed by the Investment Adviser and
monitored by the Audit and Risk committee and
the Sustainability committee.
|
Stable
The new Government is expected to increase
action around climate policy as it prioritises decarbonisation and
the transition to net zero.
However, Government climate policy, transition
planning frameworks, and standards of best practice are all nascent
and will continue to evolve for some time.
The Sustainability committee and the Investment
Adviser will continue to monitor and assess the impact of these
policies on the investment portfolio and the Company as a
whole.
|
Going concern assessment and
viability statement
Going
concern
The Directors have considered the financial
prospects of the Company for the next twelve months and made an
assessment of the Company's ability to continue as a going concern.
The Directors' assessment included consideration of the
availability of the Company's RCF, hedging arrangements, cash flow
forecasts and stress scenarios.
The Directors are satisfied that the Company has
the resources to continue in business for the foreseeable future
and are not aware of any material uncertainties that may cast
significant doubt upon the Company's ability to continue as a going
concern.
Viability
statement
At least twice a year, the Board carries out a
robust assessment of the principal and emerging risks facing the
Company, including those that may threaten its business model,
future performance, solvency and liquidity.
The Directors have considered each of the
Company's principal risks, detailed above, that could materially
affect the cash flows of the underlying projects that support the
Company's investments.
The potential impact of a further increase in
power prices and, in particular, the consequent cash requirements
of the Company's hedging programme, have been considered in the
context of each project in the portfolio.
The Directors also considered the Company's
policy for monitoring, managing and mitigating its exposure to
these risks.
The Directors have assessed the prospects of the
Company over a longer period than the twelve months from the date
of signing the report required by the going concern provision. The
Board has conducted this review for a period covering the next five
years as, over this period, it believes the risk of changes in UK
Government policy that would result in retrospective adjustments to
public sector backed cash flows is low.
This assessment involved an evaluation of the
potential impact on the Company of these risks occurring. Where
appropriate, the Company's financial model was subject to a
sensitivity analysis involving flexing a number of key assumptions
in the underlying financial forecasts in order to analyse the
effect on the Company's net cash flows and other key financial
ratios. The assumptions used to model these scenarios
included:
· an increase in
the cost of debt by 3% over the all-in margin or operating expenses
of 50%;
· the impact of a
significant proportion of the portfolio, 50%, not yielding, which
is a worst case scenario and would require a number of the
principal risks materialising in parallel; and
· the potential
impact of a short-term increase in electricity prices over the
period to maturity of the financial derivatives by a 99% worst case
scenario and, in particular, the consequent cash requirements of
the Company's hedging programme.
Alongside this analysis, reverse stress testing
was carried out in order to further assess the Company's
viability.
The sensitivity analysis was based on a number
of assumptions, including that the Company's RCF is refinanced in
advance of the date of expiry if required, and it remains in place
to provide short-term finance.
Given the projects that the Company's
investments are secured against are all UK infrastructure projects
that generate long-dated, public sector backed cash flows, the
Board considers the revenue of the Company over that period to be
dependable. This is supported by a diversified portfolio of
investments, reducing exposure to risks affecting a single
sector.
Additionally, the Company primarily invests in
long-dated UK infrastructure debt that earns a fixed rate of
interest and is repaid over time according to a pre-determined
amortisation schedule. As such, assuming that the underlying
projects perform as expected, the Company's cash inflows are
predictable.
Based on this assessment of the principal risks
facing the Company, stress testing and reverse stress testing
undertaken to assess the Company's prospects, the Directors have a
reasonable expectation that the Company will be able to continue in
operation and meet its liabilities as they fall due over the five
year period of assessment.
Approval
The strategic report has been approved by the
Board and signed on its behalf by:
Andrew
Didham
Chairman
11 December 2024
1. APM - for definition and
calculation methodology, refer to the APMs section
below.
Financial statements
Autumn Budget
2024
The Autumn Budget was eagerly anticipated. While
taxes and NHS funding grabbed the initial headlines (including £1.5
billion for new hospital beds and diagnostic centres), the new
Government's commitment to making the UK a clean energy superpower
is increasingly positive. The Board believes this presents a
material opportunity for investment and growth in the UK and is
vital for achieving the UK's decarbonisation
commitments.
Commitments to hire 300 more planners and work
with the National Energy System Operator ("NESO") and Ofgem to
accelerate grid connections are welcome to unlocking development. A
commitment to reform relevant National Policy Statements within
twelve months also recognises the need for planning
reform.
Other infrastructure and clean energy pledges
included £8 billion for carbon capture, usage and storage
infrastructure and include eleven green hydrogen
projects.
There was also support for four new electrolytic
hydrogen projects across Scotland and Wales, £200 million for
electric vehicle charging infrastructure, support for port
infrastructure to facilitate floating offshore wind (£134 million),
the rollout of broadband through Project Gigabit and shared rural
networks (£500 million) and £125 million for Great British Energy
in 2025/26 (£100 million of capital and £25. million of
establishment costs).
In relation to core infrastructure, the
Chancellor built on the new Government's manifesto commitments and
announced £5 billion to meet their commitment of delivering 1.5
million new homes, £1.4 billion to rebuild schools, and £1.2
billion to deliver extra prison services.
The Board is looking forward to the announcement
of the ten year infrastructure strategy which will be published in
the spring of 2025 and a 'Clean Power 2030 Action Plan' which the
new Government have also committed to. Both are expected to contain
more detail than was provided in the Autumn Budget on the new
Government's commitment to decarbonise the electricity grid by
2030, and how it will support wider infrastructure
deployment.
Statement of Directors'
responsibilities
In respect of
the annual report and financial statements
The Directors are responsible for preparing the
financial statements in accordance with applicable law and
regulations.
Company law requires the Directors to prepare
financial statements for each financial year. Under Jersey Company
Law they have elected to prepare the financial statements in
accordance with International Financial Reporting Standards
("IFRS") as adopted by the EU and applicable law.
Under Jersey Company Law, the Directors must not
approve the financial statements unless they are satisfied that
they give a true and fair view of the state of affairs of the
Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the Directors are required
to:
· select suitable
accounting policies and apply them consistently;
· make judgements
and estimates that are reasonable and prudent;
· state whether
applicable accounting standards have been followed, subject to
any material departures disclosed and explained in the
financial statements;
· assess the
Company's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern; and
· use the going
concern basis of accounting unless they either intend to liquidate
the Company or to cease operations, or have no realistic
alternative but to do so.
The Directors are responsible for keeping
adequate accounting records that are sufficient to show and explain
the Company's transactions and disclose with reasonable accuracy at
any time the financial position of the Company and enable them to
ensure that the financial statements comply with Jersey Company
Law. They are responsible for such internal control as they
determine is necessary to enable the preparation of financial
statements that are free from misstatement, whether due to fraud or
error, and have general responsibility for taking such steps as are
reasonably open to them to safeguard the assets of the Company and
to prevent and detect fraud and other irregularities.
The Directors are responsible for the
maintenance and integrity of the corporate and financial
information included on the Company's website. Legislation in
Jersey governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions where
the financial statements are published on the internet.
Directors'
responsibility statement
In accordance with the UK FCA's Disclosure
Guidance and Transparency Rules, each of the Directors on the Board
at the date of this report, whose names are set out on page 116 in
the full annual report on the Company's website, confirms that to
the best of his or her knowledge:
· the financial
statements have been prepared in accordance with IFRS as adopted by
the EU, give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Company;
and
· the strategic
report, including the Directors' report, includes a fair, balanced
review of the development and performance of the business and the
position of the Company, together with a description of the
principal risks and uncertainties that the Company
faces.
The annual report and financial statements,
taken as a whole, are considered by the Board to be fair, balanced
and understandable and provide the information necessary for
shareholders to assess the Company's position and performance,
business model and strategy.
On behalf of the Board
Andrew
Didham
Chairman
11 December 2024
Independent Auditor's report
To the members
of GCP Infrastructure Investments Limited
Our opinion is
unmodified
We have audited the financial statements of GCP
Infrastructure Investments Limited (the "Company"), which comprise
the statement of financial position as at 30 September 2024, the
statements of comprehensive income, changes in equity and cash
flows for the year then ended, and notes, comprising material
accounting policies and other explanatory information.
In our opinion,
the accompanying financial statements:
· give a true and
fair view of the financial position of the Company as at 30
September 2024, and of the Company's financial performance and cash
flows for the year then ended;
· are prepared in
accordance with International Financial Reporting Standards as
adopted by the EU; and
· have been
properly prepared in accordance with the Companies (Jersey) Law,
1991.
Basis for
opinion
We conducted our audit in accordance with
International Standards on Auditing (UK) ("ISAs (UK)") and
applicable law. Our responsibilities are described below. We have
fulfilled our ethical responsibilities under, and are independent
of the Company in accordance with, UK ethical requirements
including the FRC Ethical Standard as applied to listed entities.
We believe that the audit evidence we have obtained is a sufficient
and appropriate basis for our opinion.
Key audit
matters: our assessment of the risks of material
misstatement
Key audit matters are those matters that, in our
professional judgement, were of most significance in the audit of
the financial statements and include the most significant assessed
risks of material misstatement (whether or not due to fraud)
identified by us, including those which had the greatest effect on:
the overall audit strategy; the allocation of resources in the
audit; and directing the efforts of the engagement team. These
matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters. In
arriving at our audit opinion above, the key audit matter was as
follows (unchanged from 2023):
Key audit
matters
|
The
risk
|
Our
response
|
Valuation of
financial assets at fair value through profit or
loss
|
Basis:
|
Our audit
procedures included:
|
£960,023,000 or 98.8% of total assets; (2023:
£1,046,568,000 or 98.3% of total assets)
Refer to the Audit and Risk Committee Report
(above),
note 2.2 - significant accounting
judgements and estimates, and
note 11 - financial assets at fair value through
profit or loss, and
note 19 - financial instruments
|
98.8% of the Company's total assets is
represented by the fair value of a
portfolio of unquoted infrastructure investments
domiciled in the
United Kingdom (the 'Investments').
The Company's estimation of the fair
value of the Investments primarily involves
using a discounted cash flow methodology, where the inputs and
assumptions, such
as the amounts and timings of cash flows, the
use of appropriate discount rates and
the selection of appropriate assumptions
surrounding uncertain future events are subjective.
|
Internal Controls:
We tested the design and implementation of the
controls adopted by the Company over the valuation of the
Investments.
Evaluating experts engaged by
management:
We performed enquiries of the Investment Adviser
and Valuation Agent to update our knowledge of the valuation
process and methodology and reassessed its appropriateness against
industry practice and IFRS.
We evaluated the competency of the Company's
third party Valuation Agent in the context of their ability to
appropriately challenge and review the fair value of the
Investments prepared by the Company, by assessing their
professional qualifications, experience and independence from the
Company.
Use
of KPMG Specialists:
We challenged, with the support of our KPMG
valuation specialist, the reasonableness of discount rates applied
in the valuation by comparing these to independent market data
including discount rates used by peers, recent market transactions
and our KPMG valuation specialist's experience in valuing similar
investments.
|
|
Risk:
There is a risk of error associated
with:
· estimating the
timing and amounts of long-term forecasted cash flows;
and
· the selection and
application of appropriate assumptions, such as discount rates and
other inputs.
Changes to long-term forecasted cash
flows and/or the selection and
application
of different assumptions and inputs may result
in a materially different fair value
being attributed to the Investments
|
Challenging managements' assumptions and
inputs:
We performed substantive procedures in relation
to the Company's determination of fair value on a risk based
selection of Investments, which included:
· for new
Investments during the year, compared the long‑term forecasted cash flows included in the
discounted cash flow model to the terms of the loan agreements,
such as the repayment profile, prepayment premium, loan term and
the coupon;
· assessed the
recoverability of outstanding cash flows by considering financial
performance of underlying assets, the general economic environment
and reviewing the repayment history;
· assessed the
reasonableness of key general and project‑specific inputs and assumptions into the cash
flow projections for equity linked loan notes, to corroborate key
revenues and costs with reference to relevant market data,
underlying contracts, agreements and management information;
and
· assessed the
reliability of the Company's cash flow forecasts included in the
valuation models by appraising the completeness and accuracy of the
retrospective review analysis performed by the Investment
Adviser.
Assessing disclosures:
We considered the adequacy of the Company's
disclosures in note 19.3 in respect of the fair value of
Investments for compliance with IFRS, specifically the estimates
and judgements made by the Company in arriving at that fair value
and the disclosure of the degree of sensitivity of the fair value
to a reasonably possible change in the discount rate.
|
Our application
of materiality and an overview of the scope of our
audit
Materiality for the financial statements as a
whole was set at £10,000,000, determined with reference to a
benchmark of total assets of £971,915,000, of which it represents
approximately 1.0% (2023: 1.0%).
In line with our audit methodology, our
procedures on individual account balances and disclosures were
performed to a lower threshold, performance materiality, so as to
reduce to an acceptable level the risk that individually immaterial
misstatements in individual account balances add up to a material
amount across the financial statements as a whole. Performance
materiality for the Company was set at 75% (2023: 75%) of
materiality for the financial statements as a whole, which equates
to £7,500,000. We applied this percentage in our determination of
performance materiality because we did not identify any factors
indicating an elevated level of risk.
We reported to the Audit and Risk Committee any
corrected or uncorrected identified misstatements exceeding
£500,000, in addition to other identified misstatements that
warranted reporting on qualitative grounds.
Our audit of the Company was undertaken to the
materiality level specified above, which has informed our
identification of significant risks of material misstatement and
the associated audit procedures performed in those areas as
detailed above.
Going
concern
The directors have prepared the financial
statements on the going concern basis as they do not intend to
liquidate the Company or to cease its operations, and as they have
concluded that the Company's financial position means that this is
realistic. They have also concluded that there are no material
uncertainties that could have cast significant doubt over its
ability to continue as a going concern for at least a year from the
date of approval of the financial statements (the "going concern
period").
In our evaluation of the directors' conclusions,
we considered the inherent risks to the Company's business model
and analysed how those risks might affect the Company's financial
resources or ability to continue operations over the going concern
period. The risks that we considered most likely to affect the
Company's financial resources or ability to continue operations
over this period were:
· availability of
capital to meet operating costs and other financial
commitments;
· availability of
credit facilities and the ability of the Company to comply with
debt covenants; and
· the
recoverability of financial assets subject to credit
risk.
We considered whether these risks could
plausibly affect the liquidity in the going concern period by
comparing severe, but plausible downside scenarios that could arise
from these risks individually and collectively against the level of
available financial resources indicated by the Company's financial
forecasts.
We considered whether the going concern
disclosure in note 2.1 to the financial statements gives a full and
accurate description of the directors' assessment of going
concern.
Our conclusions based on this work:
· we consider that
the directors' use of the going concern basis of accounting in the
preparation of the financial statements is appropriate;
· we have not
identified, and concur with the directors' assessment that there is
not, a material uncertainty related to events or conditions that,
individually or collectively, may cast significant doubt on the
Company's ability to continue as a going concern for the going
concern period; and
· we have nothing
material to add or draw attention to in relation to the directors'
statement in the notes to the financial statements on the use of
the going concern basis of accounting with no material
uncertainties that may cast significant doubt over the Company's
use of that basis for the going concern period, and that statement
is materially consistent with the financial statements and our
audit knowledge.
However, as we cannot predict all future events
or conditions and as subsequent events may result in outcomes that
are inconsistent with judgements that were reasonable at the time
they were made, the above conclusions are not a guarantee that the
Company will continue in operation.
Fraud and
breaches of laws and regulations - ability to
detect
Identifying and responding to risks of
material misstatement due to fraud
To identify risks of material misstatement due
to fraud ("fraud risks") we assessed events or conditions that
could indicate an incentive or pressure to commit fraud or provide
an opportunity to commit fraud. Our risk assessment procedures
included:
· enquiring of
management as to the Company's policies and procedures to prevent
and detect fraud as well as enquiring whether management have
knowledge of any actual, suspected or alleged fraud;
· reading minutes
of meetings of those charged with governance; and
· using analytical
procedures to identify any unusual or unexpected
relationships.
As required by auditing standards, we perform
procedures to address the risk of management override of controls,
in particular the risk that management may be in a position to make
inappropriate accounting entries. On this audit we do not believe
there is a fraud risk related to revenue recognition because the
Company's revenue streams are simple in nature with respect to
accounting policy choice, and are easily verifiable to external
data sources or agreements with little or no requirement for
estimation from management. We did not identify any additional
fraud risks.
We performed procedures including
· Identifying
journal entries and other adjustments to test based on risk
criteria and comparing any identified entries to supporting
documentation; and
· incorporating an
element of unpredictability in our audit procedures.
Identifying and responding to risks of
material misstatement due to non‑compliance with laws and
regulations
We identified areas of laws and regulations that
could reasonably be expected to have a material effect on the
financial statements from our sector experience and through
discussion with management (as required by auditing standards), and
from inspection of the Company's regulatory and legal
correspondence, if any, and discussed with management the policies
and procedures regarding compliance with laws and regulations. As
the Company is regulated, our assessment of risks involved gaining
an understanding of the control environment including the entity's
procedures for complying with regulatory requirements.
The Company is subject to laws and regulations
that directly affect the financial statements including financial
reporting legislation and taxation legislation and we assessed the
extent of compliance with these laws and regulations as part of our
procedures on the related financial statement items.
The Company is subject to other laws and
regulations where the consequences of non-compliance could have a
material effect on amounts or disclosures in the financial
statements, for instance through the imposition of fines or
litigation or impacts on the Company's ability to operate. We
identified financial services regulation as being the area most
likely to have such an effect, recognising the regulated nature of
the Company's activities and its legal form. Auditing standards
limit the required audit procedures to identify non-compliance with
these laws and regulations to enquiry of management and inspection
of regulatory and legal correspondence, if any. Therefore if a
breach of operational regulations is not disclosed to us or evident
from relevant correspondence, an audit will not detect that
breach.
Context of the ability of the audit to
detect fraud or breaches of law or regulation
Owing to the inherent limitations of an audit,
there is an unavoidable risk that we may not have detected some
material misstatements in the financial statements, even though we
have properly planned and performed our audit in accordance with
auditing standards. For example, the further removed non-compliance
with laws and regulations is from the events and transactions
reflected in the financial statements, the less likely the
inherently limited procedures required by auditing standards would
identify it.
In addition, as with any audit, there remains a
higher risk of non-detection of fraud, as this may involve
collusion, forgery, intentional omissions, misrepresentations, or
the override of internal controls. Our audit procedures are
designed to detect material misstatement. We are not responsible
for preventing non-compliance or fraud and cannot be expected to
detect non-compliance with all laws and regulations.
Other
information
The directors are responsible for the other
information. The other information comprises the information
included in the annual report but does not include the financial
statements and our auditor's report thereon. Our opinion on the
financial statements does not cover the other information and we do
not express an audit opinion or any form of assurance conclusion
thereon.
In connection with our audit of the financial
statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our
knowledge obtained in the audit, or otherwise appears to be
materially misstated. If, based on the work we have performed, we
conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing
to report in this regard.
Disclosures of
emerging and principal risks and longer term
viability
We are required to perform procedures to
identify whether there is a material inconsistency between the
directors' disclosures in respect of emerging and principal risks
and the viability statement, and the financial statements and our
audit knowledge. we have nothing material to add or draw attention
to in relation to:
· the directors'
confirmation within the Going Concern Assessment and Viability
Statement (above) that they have carried out a robust assessment of
the emerging and principal risks facing the Company, including
those that would threaten its business model, future performance,
solvency or liquidity;
· the emerging and
principal risks disclosures describing these risks and explaining
how they are being managed or mitigated;
· the directors'
explanation in the Going Concern Assessment and Viability Statement
(above) as to how they have assessed the prospects of the Company,
over what period they have done so and why they consider that
period to be appropriate, and their statement as to whether they
have a reasonable expectation that the Company will be able to
continue in operation and meet its liabilities as they fall due
over the period of their assessment, including any related
disclosures drawing attention to any necessary qualifications or
assumptions.
We are also required to review the Going Concern
Assessment and Viability Statement, set out on page 98 under the
Listing Rules. Based on the above procedures, we have concluded
that the above disclosures are materially consistent with the
financial statements and our audit knowledge.
Corporate
governance disclosures
We are required to perform procedures to
identify whether there is a material inconsistency between the
directors' corporate governance disclosures and the financial
statements and our audit knowledge.
Based on those procedures, we have concluded
that each of the following is materially consistent with the
financial statements and our audit knowledge:
· the directors'
statement that they consider that the annual report and financial
statements taken as a whole is fair, balanced and understandable,
and provides the information necessary for shareholders to assess
the Company's position and performance, business model and
strategy;
· the section of
the annual report describing the work of the Audit and Risk
Committee, including the significant issues that the audit and risk
committee considered in relation to the financial statements, and
how these issues were addressed; and
· the section of
the annual report that describes the review of the effectiveness of
the Company's risk management and internal control
systems.
We are required to review the part of Corporate
Governance Statement relating to the Company's compliance with the
provisions of the UK Corporate Governance Code specified by the
Listing Rules for our review. We have nothing to report in this
respect.
We have nothing
to report on other matters on which we are required to report by
exception
We have nothing to report in respect of the
following matters where the Companies (Jersey) Law 1991 requires us
to report to you if, in our opinion:
· adequate
accounting records have not been kept by the Company; or
· the Company's
financial statements are not in agreement with the accounting
records; or
· we have not
received all the information and explanations we require for our
audit.
Respective
responsibilities
Directors'
responsibilities
As explained more fully in their statement set
out above, the directors are responsible for: the preparation of
the financial statements including being satisfied that they give a
true and fair view; such internal control as they determine is
necessary to enable the preparation of financial statements that
are free from material misstatement, whether due to fraud or error;
assessing the Company's ability to continue as a going concern,
disclosing, as applicable, matters related to going concern; and
using the going concern basis of accounting unless they either
intend to liquidate the Company or to cease operations, or have no
realistic alternative but to do so.
Auditor's
responsibilities
Our objectives are to obtain reasonable
assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and
to issue our opinion in an auditor's report. Reasonable assurance
is a high level of assurance, but does not guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in
aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of the financial
statements.
A fuller description of our responsibilities is
provided on the FRC's website at www.frc.org.uk/auditorsresponsibilities.
The purpose of
this report and restrictions on its use by persons other than the
Company's members as a body
This report is made solely to the Company's
members, as a body, in accordance with Article 113A of the
Companies (Jersey) Law 1991 and, in respect of any further matters
on which we have agreed to report, on terms we have agreed with the
Company. Our audit work has been undertaken so that we might
state to the Company's members those matters we are required to
state to them in an auditor's report and for no other
purpose. To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than the Company
and the Company's members, as a body, for our audit work, for this
report, or for the opinions we have formed.
Andrew
Quinn
For and on behalf of KPMG Channel Islands
Limited
Chartered Accountants and Recognized Auditors
Jersey
11 December 2024
Statement of comprehensive income
For the year
ended 30 September 2024
|
|
Year ended
|
Year ended
|
|
|
30 September
|
30
September
|
|
|
2024
|
2023
|
|
Notes
|
£'000
|
£'000
|
Income
|
|
|
|
Net income/gains on financial assets at fair
value through profit or loss
|
3
|
37,340
|
29,301
|
Net gains on derivative financial instruments at
fair value through profit or loss
|
3
|
496
|
12,860
|
Other income
|
3
|
493
|
9,544
|
Total
income
|
|
38,329
|
51,705
|
Expenses
|
|
|
|
Investment advisory fees
|
20
|
(8,300)
|
(8,670)
|
Operating expenses
|
5
|
(3,038)
|
(2,752)
|
Total
expenses
|
|
(11,338)
|
(11,422)
|
Total operating
profit before finance costs
|
|
26,991
|
40,283
|
Finance costs
|
6
|
(7,477)
|
(9,378)
|
Total profit
and comprehensive income for the year
|
|
19,514
|
30,905
|
Basic and diluted earnings per share
(pence)
|
10
|
2.25
|
3.50
|
All of the Company's results are derived from
continuing operations.
The accompanying notes below form an integral
part of these financial statements.
Statement of financial position
As at 30
September 2024
|
|
As at
|
As at
|
|
|
30 September
|
30
September
|
|
|
2024
|
2023
|
|
Notes
|
£'000
|
£'000
|
Assets
|
|
|
|
Cash and cash equivalents
|
14
|
11,755
|
16,867
|
Other receivables and prepayments
|
12
|
137
|
575
|
Derivative financial instruments at fair value
through profit or loss
|
18
|
-
|
265
|
Financial assets at fair value through profit or
loss
|
11, 19
|
960,023
|
1,046,568
|
Total
assets
|
|
971,915
|
1,064,275
|
Liabilities
|
|
|
|
Other payables and accrued expenses
|
13
|
(2,885)
|
(4,048)
|
Derivative financial instruments at fair value
through profit or loss
|
18
|
(110)
|
-
|
Interest bearing loans and borrowings
|
15
|
(55,790)
|
(103,674)
|
Total
liabilities
|
|
(58,785)
|
(107,722)
|
Net
assets
|
|
913,130
|
956,553
|
Equity
|
|
|
|
Share capital
|
16
|
8,678
|
8,712
|
Share premium
|
16
|
858,965
|
861,118
|
Capital redemption reserve
|
17
|
101
|
101
|
Retained earnings
|
|
45,386
|
86,622
|
Total
equity
|
|
913,130
|
956,553
|
Ordinary shares in issue (excluding treasury
shares)
|
16
|
867,812,650
|
871,232,650
|
NAV per ordinary share (pence per
share)
|
|
105.22
|
109.79
|
The financial statements were approved and
authorised for issue by the Board of Directors on 11 December 2024
and signed on its behalf by:
Andrew
Didham
Chairman
Steven
Wilderspin
FCA
Director
The accompanying notes below form an integral
part of these financial statements.
Statement of changes in equity
For the year
ended 30 September 2024
|
|
|
|
Capital
|
|
|
|
|
Share
|
Share
|
redemption
|
Retained
|
Total
|
|
|
capital
|
premium1
|
reserve
|
earnings
|
equity
|
|
Notes
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
At 1 October
2022
|
|
8,848
|
871,606
|
101
|
117,502
|
998,057
|
Total profit and comprehensive income
for the year
|
|
-
|
-
|
-
|
30,905
|
30,905
|
Share repurchases
|
16
|
(136)
|
(10,467)
|
-
|
-
|
(10,603)
|
Shares repurchase costs
|
16
|
-
|
(21)
|
-
|
-
|
(21)
|
Dividends
|
9
|
-
|
-
|
-
|
(61,785)
|
(61,785)
|
At 30 September
2023
|
|
8,712
|
861,118
|
101
|
86,622
|
956,553
|
Total profit and comprehensive income
for the year
|
|
-
|
-
|
-
|
19,514
|
19,514
|
Share repurchases
|
16
|
(34)
|
(2,149)
|
-
|
-
|
(2,183)
|
Shares repurchase costs
|
16
|
-
|
(4)
|
-
|
-
|
(4)
|
Dividends
|
9
|
-
|
-
|
-
|
(60,750)
|
(60,750)
|
At 30 September
2024
|
|
8,678
|
858,965
|
101
|
45,386
|
913,130
|
1.The share premium reserve is a distributable
reserve in accordance with Jersey Company Law. Refer to note 9 for
further information.
The accompanying notes below form an integral
part of these financial statements.
Statement of cash flows
For the year
ended 30 September 2024
|
|
Year ended
|
Year ended
|
|
|
30 September
|
30
September
|
|
|
2024
|
2023
|
|
Notes
|
£'000
|
£'000
|
Cash flows from
operating activities
|
|
|
|
Total operating profit before finance
costs
|
|
26,991
|
40,283
|
Adjustments for:
|
|
|
|
Loan interest income
|
3
|
(87,297)
|
(80,750)
|
Net losses on financial assets at fair value
through profit or loss
|
3
|
49,957
|
51,449
|
Net gains on derivative financial instruments
at fair value through profit or loss
|
3
|
(496)
|
(12,860)
|
Decrease in other payables and accrued
expenses
|
|
(1,097)
|
(33)
|
Decrease/(increase) in other receivables and
prepayments
|
|
436
|
(390)
|
Total
|
|
(11,506)
|
(2,301)
|
Loan interest received
|
3
|
65,129
|
58,791
|
Purchase of financial assets at fair value
through profit or loss
|
11
|
(5,133)
|
(66,739)
|
Repayment of financial assets at fair value
through profit or loss
|
11
|
63,889
|
78,012
|
Proceeds on derivative financial instruments at
fair value through profit or loss
|
3
|
871
|
8,734
|
Net cash flows
generated from operating activities
|
|
113,250
|
76,497
|
Cash flows from
financing activities
|
|
|
|
Proceeds from revolving credit
facility
|
15
|
18,147
|
55,000
|
Repayment of revolving credit
facility
|
15
|
(67,022)
|
(50,000)
|
Share repurchases
|
16
|
(2,183)
|
(10,090)
|
Share repurchase costs
|
16
|
(4)
|
(20)
|
Dividends paid
|
9
|
(60,750)
|
(61,785)
|
Finance costs paid
|
|
(6,550)
|
(8,716)
|
Net cash flows
used in financing activities
|
|
(118,362)
|
(75,611)
|
Net (decrease)/increase in cash and cash
equivalents
|
|
(5,112)
|
886
|
Cash and cash equivalents at beginning of the
year
|
|
16,867
|
15,981
|
Cash and cash
equivalents at end of the year
|
14
|
11,755
|
16,867
|
Net cash flows
generated by operating activities includes:
|
|
|
|
Loan fee income
|
3
|
61
|
9,143
|
Deposit interest received
|
3
|
432
|
401
|
The accompanying notes below form an integral
part of these financial statements.
Notes to the financial statements
For the year
ended 30 September 2024
1. General
information
GCP Infrastructure Investments Limited is a
public company incorporated and domiciled in Jersey on 21 May 2010
with registration number 105775. The Company is governed by
the provisions of Jersey Company Law and the CIF
Law.
The Company is a closed-ended investment company
and its ordinary shares are traded on the Main Market of the
LSE.
The Company makes infrastructure investments,
typically by acquiring interests in debt instruments issued by
infrastructure Project Companies, their owners or their lenders and
related and/or similar assets which provide regular and predictable
long‑term cash
flows.
2. Material
accounting policy information
The principal accounting policies applied in the
preparation of these financial statements are set out below. These
policies, except for the changes discussed in this note, have been
consistently applied throughout the years presented.
2.1
Basis of preparation
These financial statements are prepared in
accordance with IFRS as adopted by the EU. The financial statements
have been prepared under the historical cost convention, as
modified by the revaluation of financial assets and liabilities
held at fair value through profit or loss.
New standards,
amendments and interpretations adopted in the
year
In the current year the Company has applied
amendments to IFRS issued by the IASB. These include annual
improvements to IFRS, changes in standards, legislative and
regulatory amendments, changes in disclosure and presentation
requirements.
The new IFRS that will apply for reporting
periods beginning 1 January 2027 is as follows:
· presentation and
disclosure in financial statements (introduction of IFRS
18).
Under current IFRS accounting standards,
companies use different formats to present their results, making it
difficult for investors to compare financial performance across
companies.
IFRS 18 promotes a more structured income
statement. In particular, it introduces a newly defined 'operating
profit' subtotal and a requirement for all income and expenses to
be allocated between three new distinct categories based on a
company's main business activities.
The Directors are still assessing the impact of
IFRS 18, but at present do not anticipate it to have a material
impact on the financial statements. Other than those detailed
above, there are no new IFRS or IFRIC interpretations that are
issued but not effective that are expected to have a material
impact on the Company's financial statements.
Classification
and measurement of financial instruments
Amendments to IFRS 7 and 9 effective on or
before 1 January 2026, over the following 12 months an assessment
will be conducted on the impact of IFRS 7 and 9 which relate
to settlement of liabilities through electronic payment
systems and the classification of financial assets with ESG
and similar features. The Company has elected not to early adopt
the amendments to IFRS 7 and 9.
Functional and
presentation currency
Items included in the financial statements of
the Company are measured in the currency of the primary economic
environment in which the Company operates. The financial statements
are presented in Pound Sterling and all values have been rounded to
the nearest thousand pounds (£'000) except where otherwise
indicated.
Going
concern
The Directors have made an assessment of the
Company's ability to continue as a going concern and are satisfied
that the Company has the resources to continue in business for the
foreseeable future and for a period of at least twelve months from
the date of the authorisation of these annual financial
statements.
The Investment Adviser has prepared cash flow
forecasts which were challenged and approved by the Directors and
included consideration of the availability of the Company's RCF,
hedging arrangements, cash flow forecasts and stress
scenarios.
The Directors are not aware of any material
uncertainties that cast doubt upon the Company's ability to
continue as a going concern. Therefore, the financial statements
have been prepared on a going concern basis.
2.2
Significant accounting judgements
and estimates
The preparation of financial statements in
accordance with IFRS requires the Directors of the Company to make
judgements, estimates and assumptions that affect the application
of accounting policies and the reported amounts recognised in the
financial statements.
However, uncertainty about these assumptions and
estimates could result in outcomes that require a material
adjustment to the carrying amount of the asset or liability in the
future.
(a) Critical
accounting estimates and assumptions
Fair value of instruments not quoted
in an active market
The valuation process is dependent on
assumptions and estimates which are significant to the reported
amounts recognised in the financial statements taking into account
the structure of the Company and the extent of its investment
activities (refer to note 19 for further information).
(b) Critical
judgements
Assessment of non-current assets held
for sale
The Directors have determined that at the date
of the report, none of the Company's assets fulfil the
classification criteria prescribed by IFRS 5.
This determination has been made with consideration to the
Company's capital allocation policy and the relative progress of
various sales processes. This process requires judgement in
assessing a complex range of commercial factors in the context of
the purpose, objectives and operational norms of the Company and
its sector, and the application of the objective and scope of the
standard. Factors considered include: the probability of completing
a sale within a specified timeframe, the status of commercial
negotiations and related agreements, the relative strength of
obligations or disincentives for non‑performance, and the possibility of impediments
to completion or a change in terms.
Assessment as an investment
entity
The Directors have determined that the SPVs
through which the Company invests fall under the control of the
Company in accordance with the control criteria prescribed by IFRS
10 and therefore meet the definition of subsidiaries. In addition,
the Directors continue to hold the view that the Company meets the
definition of an investment entity and therefore can measure and
present the SPVs at fair value through profit or loss. This process
requires a significant degree of judgement taking into account the
complexity of the structure of the Company and the extent of
investment activities (refer to note 11 for further
information).
Segmental
information
For management purposes, the Company is
organised into one main operating segment. All of the Company's
activities are interrelated and each activity is dependent on the
others. Accordingly, all significant operating decisions by the
Board (as the chief operating decision maker) are based upon
analysis of the Company as one segment. The financial results from
this segment are equivalent to the financial statements of the
Company as a whole. The following table analyses the Company's
underlying operating income per geographical location. The basis
for attributing the operating income is the place of incorporation
of the underlying counterparty.
|
30 September
|
30
September
|
|
2024
|
2023
|
|
£'000
|
£'000
|
Channel Islands
|
432
|
401
|
United Kingdom
|
37,897
|
51,304
|
Total
|
38,329
|
51,705
|
3. Operating
income
The table below analyses the Company's operating
income for the year by investment type:
|
30 September
|
30
September
|
|
2024
|
2023
|
|
£'000
|
£'000
|
Interest received on cash and cash
equivalents
|
432
|
401
|
Loan fee income1
|
61
|
9,143
|
Other
income
|
493
|
9,544
|
Net changes in fair value of financial
instruments at fair value through profit or loss
|
37,836
|
42,161
|
Total
|
38,329
|
51,705
|
1.Includes prepayment fee of £61,000 (30
September 2023: prepayment fees of £8,715,000 and restructuring fee
income of £375,000).
The table below analyses the Company's net
changes in fair value of financial assets and financial liabilities
at fair value through profit or loss:
|
30 September
|
30 September
|
30
September
|
30
September
|
|
2024
|
2024
|
2023
|
2023
|
|
£'000
|
£'000
|
£'000
|
£'000
|
Loan interest received
|
65,129
|
|
58,791
|
|
Loan interest capitalised
|
22,168
|
|
21,959
|
|
Total loan
interest income
|
|
87,297
|
|
80,750
|
Unrealised gains on financial assets at fair
value through profit or loss
|
13,549
|
|
15,017
|
|
Unrealised losses on financial assets at fair
value through profit or loss
|
(65,394)
|
|
(66,603)
|
|
Total net
unrealised losses on financial assets at fair value through profit
or loss
|
(51,845)
|
|
(51,586)
|
|
Net realised gains on disposal of financial
assets at fair value through profit or loss
|
1,888
|
|
137
|
|
Total net
losses on financial assets at fair value through profit or
loss
|
|
(49,957)
|
|
(51,449)
|
Total net
income/gains on financial assets at fair value through profit or
loss
|
|
37,340
|
|
29,301
|
Unrealised (losses)/gains on derivative
financial instruments at fair value through profit or
loss
|
(375)
|
|
4,126
|
|
Realised gains on settlement of derivative
financial instruments at fair value through profit or
loss
|
871
|
|
8,734
|
|
Total net gains on derivative financial
instruments at fair value through profit or loss
|
|
496
|
|
12,860
|
Net changes in
fair value of financial instruments at fair value through profit
or loss
|
|
37,836
|
|
42,161
|
Accounting policy
Interest income and interest expense, other than
interest income received on financial assets at fair value through
profit or loss, are recognised on an accrual basis in the statement
of comprehensive income. Interest income on financial assets is
included in net income/gains on financial assets at fair value
through profit or loss in the statement of comprehensive
income.
Gains or losses on disposals of financial assets
at fair value through profit or loss represent the difference
between the proceeds received on the repayment of loan notes and
the carrying value of loan notes at the time of sale or disposal.
Net gains or losses on disposal of financial assets at
fair value through profit or loss are included in net
income/gains on financial assets at fair value through profit or
loss in the statement of comprehensive income.
Other operating income includes unscheduled
(early) prepayment fees which are recognised in the financial
statements when the contractual provisions are met and the amounts
become due.
The Company holds derivative financial
instruments comprising a commodity swap to hedge its exposure to
the volatility of the electricity prices in the market. It is not
the Company's policy to trade in derivative financial instruments.
Commodity swaps are held at fair value through profit or loss,
being the difference between the fixed legs with a fixed price and
floating legs that are indexed. The Company does not apply hedge
accounting and consequently all gains or losses in the fair value
of the derivative financial instruments are recognised in the
statement of comprehensive income, refer to note
18.
4. Auditor's
remuneration
|
30 September
|
30
September
|
|
2024
|
2023
|
|
£'000
|
£'000
|
Audit fees
|
182
|
169
|
Non-audit fees - review of
half‑yearly report and
financial statements
|
50
|
47
|
Total
|
232
|
216
|
5. Operating
expenses
|
30 September
|
30
September
|
|
2024
|
2023
|
|
£'000
|
£'000
|
Corporate administration and Depositary
fees
|
1,008
|
1,034
|
Legal and professional fees
|
49
|
18
|
Independent Valuation Agent fees
|
260
|
260
|
Directors' remuneration and
expenses1
|
451
|
432
|
Advisory fees
|
229
|
114
|
Registrar fees
|
67
|
74
|
Other expenses
|
974
|
820
|
Total
|
3,038
|
2,752
|
1.Refer to note 7 for further
information.
Key
service providers other than the Investment Adviser (refer to note
20 for disclosures in respect of the Investment
Adviser)
Administrator
and Company Secretary
The Company has appointed Apex Financial
Services (Alternative Funds) Limited as Administrator and Company
Secretary. Fund accounting, administration services and company
secretarial services are provided to the Company pursuant to an
agreement dated 31 January 2014 and amended and restated on 20
November 2023. All Directors have access to the advice and services
of the Company Secretary, who provides guidance to the Board,
through the Chairman, on governance matters. The fee for the
provision of administration and company secretarial services during
the year was £724,000 (30 September 2023: £735,000), of which
£172,000 remains payable at year end (30 September 2023:
£182,000).
Depositary
Depositary services are provided to the Company
by Apex Financial Services (Corporate) Limited pursuant to an
agreement dated 21 July 2014. The fee for the
provision of these services during the year was £284,000 (30
September 2023: £299,000) of which £70,000 remains payable at year
end (30 September 2023: £74,000).
Accounting policy
All operating expenses are charged to the
statement of comprehensive income and are accounted for on an
accrual basis.
6. Finance
costs
|
30 September
|
30
September
|
|
2024
|
2023
|
|
£'000
|
£'000
|
Finance costs
|
7,477
|
9,378
|
Accounting policy
Finance expenses in the statement of
comprehensive income comprise loan arrangement fees, loan
commitment fees, loan interest expense and agency fees which are
accounted for on an accruals basis along with interest accrued on
the facility incurred in connection with the borrowing of funds.
Arrangement fees are amortised over the life of the
facility.
7. Directors'
remuneration
The Directors of the Company are remunerated on
the following basis:
|
30 September
|
30
September
|
|
2024
|
2023
|
|
£'000
|
£'000
|
Andrew Didham
|
96
|
92
|
Ian Reeves CBE1
|
-
|
5
|
Julia Chapman
|
61
|
58
|
Michael Gray
|
76
|
72
|
Steven Wilderspin
|
74
|
70
|
Dawn Crichard
|
73
|
70
|
Alex Yew
|
63
|
55
|
|
443
|
422
|
Directors' expenses
|
8
|
10
|
Total
|
451
|
432
|
1. Ian Reeves CBE stepped down as Chairman of
the Company effective from 20 June 2022 and retired from the Board
on 31 October 2022.
Full details of the Directors' remuneration
policy can be found on page 130 in the full annual report on the
Company's website.
8.
Taxation
Profits arising in the Company for the year
ended 30 September 2024 are subject to tax at the standard rate of
0% (30 September 2023: 0%) in accordance with the Income Tax
(Jersey) Law 1961, as amended.
9.
Dividends
Dividends for the year ended 30 September 2024
were 7.0 pence per share (30 September 2023: 7.0 pence per share)
as follows:
|
|
|
30 September
|
30
September
|
|
|
|
2024
|
2023
|
Quarter ended
|
Dividend
|
Pence
|
£'000
|
£'000
|
Current year
dividends
|
|
|
|
|
30 September 20241
|
2024 fourth interim
dividend
|
1.75
|
-
|
-
|
30 June 2024
|
2024 third interim
dividend
|
1.75
|
15,186
|
-
|
31 March 2024
|
2024 second interim
dividend
|
1.75
|
15,187
|
-
|
31 December 2023
|
2024 first interim
dividend
|
1.75
|
15,187
|
-
|
Total
|
|
7.0
|
45,560
|
-
|
Prior year
dividends
|
|
|
|
|
30 September 2023
|
2023 fourth interim
dividend
|
1.75
|
15,190
|
-
|
30 June 2023
|
2023 third interim
dividend
|
1.75
|
-
|
15,365
|
31 March 2023
|
2023 second interim
dividend
|
1.75
|
-
|
15,452
|
31 December 2022
|
2023 first interim
dividend
|
1.75
|
-
|
15,484
|
Total
|
|
7.0
|
15,190
|
46,301
|
30 September 2022
|
2022 fourth interim
dividend
|
1.75
|
-
|
15,484
|
Dividends in statement of changes in
equity
|
|
|
60,750
|
61,785
|
Dividends settled in shares
|
|
|
-
|
-
|
Dividends in
cash flow statement
|
|
|
60,750
|
61,785
|
For the forthcoming financial year, the
Directors have concluded the Company will target2 a
dividend of 7.0 pence per share.
The Board, at its discretion, has suspended the
scrip dividend alternative as a result of the likely
discount3 between any scrip dividend
reference price of the shares and the NAV per share of the Company.
The Board intends to keep the offer of future scrip dividends under
review.
Accounting policy
In accordance with the Company's constitution,
in respect of the ordinary shares, the Company will distribute the
income it receives to the fullest extent that is deemed appropriate
by the Directors.
In declaring a dividend, the Directors consider
the payment based on a number of factors, including accounting
profit, fair value treatment of investments held, future
investments, buybacks, reserves, cash balances and liquidity. The
payment of a dividend is considered by the Board and is declared on
a quarterly basis. Dividends are a form of distribution and, under
Jersey Company Law, a distribution may be paid out of capital.
Therefore, the Directors consider the share premium reserve to be a
distributable reserve. Dividends due to the Company's shareholders
are recognised when they become payable.
1. On 24 October 2024, the Company declared a
fourth interim dividend of 1.75 pence per share amounting to £15.2
million, which was paid on 29 November 2024 to ordinary
shareholders on the register at 1 November 2024.
2. The dividend target set out above is a target
only and not a profit forecast or estimate and there can be no
assurance that it will be met.
3. APM - for definition and calculation
methodology, refer to the APMs section below.
10. Earnings
per share
Basic and diluted earnings per share are
calculated by dividing total profit and comprehensive income for
the year attributable to ordinary equity holders of the Company by
the weighted average number of ordinary shares in issue during the
year.
|
|
Weighted
|
|
|
|
average
|
|
|
Total
profit
|
number of
|
Pence per
|
|
£'000
|
ordinary
shares
|
share
|
Year ended 30
September 2024
|
|
|
|
Basic and diluted earnings per ordinary
share
|
19,514
|
867,940,448
|
2.25
|
Year ended 30
September 2023
|
|
|
|
Basic and diluted earnings per ordinary
share
|
30,905
|
881,850,353
|
3.50
|
11. Financial
assets at fair value through profit or loss
The table below analyses the movements in
financial assets at fair value through profit or loss during the
year by the type of movement:
|
30 September
|
30
September
|
|
2024
|
2023
|
|
£'000
|
£'000
|
Opening
balance
|
1,046,568
|
1,087,331
|
Purchases of financial assets at fair value
through profit of loss
|
27,301
|
138,698
|
Repayments of financial assets at fair value
through profit of loss
|
(63,889)
|
(128,012)
|
Net realised gains on disposal of financial
assets at fair value through profit or loss1
|
1,888
|
137
|
Unrealised gains on financial assets at fair
value through profit or loss2
|
13,549
|
15,017
|
Unrealised losses on financial assets at fair
value through profit or loss
|
(65,394)
|
(66,603)
|
Closing
balance
|
960,023
|
1,046,568
|
1. Gains in the current year relate to the sale
of Blackcraig wind farm, gains in the prior year relate to
principal indexation on realised assets.
2. Includes principal indexation of £0.8 million
(30 September 2023: £4.0 million) applied to certain
loans.
All portfolio assets are held as security
against the RCF (refer to note 15).
The tables below show the reconciliation of
purchases and repayments of financial assets at fair value through
profit or loss to the statement of cash flows:
|
30 September
|
30
September
|
|
2024
|
2023
|
Purchases
|
£'000
|
£'000
|
Purchases of financial assets at fair value
through profit or loss
|
(27,301)
|
(138,698)
|
Loan interest capitalised
|
22,168
|
21,959
|
Non-cash internal transfers
|
-
|
50,000
|
Purchases of financial assets at fair value
through profit or loss in statement of cash flows
|
(5,133)
|
(66,739)
|
|
30 September
|
30
September
|
|
2024
|
2023
|
Repayments
|
£'000
|
£'000
|
Repayments of financial assets at fair value
through profit or loss
|
63,889
|
128,012
|
Non-cash internal transfers
|
-
|
(50,000)
|
Repayments of financial assets at fair value
through profit or loss in statement of cash flows
|
63,889
|
78,012
|
Accounting for
subsidiaries
The Company's investments are made through a
number of SPVs (refer to note 23) which are domiciled in the UK.
The Company owns 100% of the loan notes issued by the SPVs with the
exception of GCP Rooftop Solar 6 plc (37.1%), GCP Rooftop Solar
Finance plc (31.1%) and FHW Dalmore (Salford Pendleton Housing) plc
(13.8%).
The Directors have made an assessment in regard
to whether the Company, as an investor, controls or has significant
influence in the SPVs under the criteria within IFRS 10 and IAS 28,
and whether the SPVs meet the definition of subsidiary or associate
companies in accordance with IFRS 10 and IAS 28.
The Directors are of the opinion that the
Company demonstrates all three of the criteria for all SPVs to be
considered subsidiary companies within the definition of control in
IFRS 10, with the exception of GCP Rooftop Solar 6 plc, GCP Rooftop
Solar Finance plc and FHW Dalmore (Salford Pendleton Housing) plc,
which are considered to be associates within the definition of IAS
28, as the Company has significant influence over the relevant
activities of the SPVs through similar arrangements.
Associates are measured at fair value through profit or loss, as
permitted by IAS 28.
Assessment as an investment
entity
Entities that meet the definition of an
investment entity within IFRS 10 are required to measure their
investments in subsidiaries at fair value through profit or
loss rather than consolidate the subsidiary companies. The criteria
which define an investment entity are as follows:
· an entity that
obtains funds from one or more investors for the purpose of
providing those investors with investment services;
· an entity that
commits to its investors that its business purpose is to invest
funds solely for returns from capital appreciation, investment
income or both; and
· an entity that
measures and evaluates the performance of substantially all of its
investments on a fair value basis.
The Directors have concluded that the Company
continues to meet the characteristics of an investment entity, in
that it has more than one investor and its investors are not
related parties; it holds a portfolio of investments, predominantly
in the form of loan securities which generate returns through
interest income and capital appreciation; and the Company reports
to its investors via quarterly investor information and to its
management, via internal management reports, on a fair value
basis.
Accounting policy
The loan notes held by the Company are shown as
financial assets at fair value through profit or loss in the
statement of financial position, which in the opinion of the
Directors represents the fair value of the SPVs, as any other net
assets held in the SPVs at year end are immaterial.
Principal indexation is applied to certain loan
notes where applicable.` The indexation is a contractually
allowable inflationary adjustment to loan principal calculated
where permitted by a predefined mechanism in a loan agreement. The
effect of the adjustment is to increase or decrease the fair value
of certain loan notes in line with the indexation factor which
takes account of the rate of inflation against a stipulated
inflation threshold of each relevant loan.
The Company recognises a financial asset or a
financial liability when, and only when, it becomes a party to the
contractual provisions of the instrument. Purchases or sales of
financial assets that require delivery of assets within the time
frame generally established by regulation or convention in the
marketplace are recognised on the trade date, i.e. the date that
the Company commits to purchase or sell the asset. A financial
asset (or, where applicable, a part of a financial asset or part of
a group of similar financial assets) is derecognised
where:
· the rights to
receive cash flows from the asset have expired;
· the Company has
transferred its rights to receive cash flows from the asset or has
assumed an obligation to pay the received cash flows in full
without material delay to a third party under a pass-through
arrangement; and
· either (a) the
Company has transferred substantially all the risks and rewards of
the asset, or (b) the Company has neither transferred nor retained
substantially all the risks and rewards of the asset but has
transferred control of the asset.
When the Company transfers a portion of its
rights to receive cash flows from an asset or has entered into a
pass-through arrangement and has neither transferred nor retained
substantially all the risks and rewards of the asset nor
transferred control of the asset, the asset is recognised to the
extent of the Company's continuing involvement in the asset. The
Company derecognises a financial liability when the obligation
under the liability is discharged, cancelled or expired.
Financial assets and financial liabilities at
fair value through profit or loss are recorded in the statement of
financial position at fair value. All transaction costs for such
instruments are recognised directly in the statement of
comprehensive income.
After initial measurement, the Company measures
financial instruments which are classified as fair value through
profit or loss at fair value. Subsequent changes in the fair value
of those financial instruments are recorded in profit or loss in
the statement of comprehensive income.
Fair value is the price that would be received
to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date.
For all other financial instruments not traded in an active market,
the fair value is determined by using appropriate valuation
techniques. Valuation techniques used by the independent Valuation
Agent include using recent arm's length market transactions,
referenced to appropriate current market data, and discounted cash
flow analysis, at all times making as much use of available and
supportable market data as possible.
An analysis of fair values of financial
instruments and further details as to how they are measured are
provided in note 19.
12. Other
receivables and prepayments
|
30 September
|
30
September
|
|
2024
|
2023
|
|
£'000
|
£'000
|
Other receivables and prepayments
|
137
|
575
|
Accounting policy
Receivables are recognised initially at fair
value and subsequently measured at amortised cost using the
effective interest method, less any provision for impairment. The
Company recognises a loss allowance for expected credit losses on
other receivables where necessary.
13. Other
payables and accrued expenses
|
30 September
|
30
September
|
|
2024
|
2023
|
|
£'000
|
£'000
|
Investment advisory fees
|
2,062
|
2,132
|
Other payables and accrued expenses
|
823
|
1,916
|
Total
|
2,885
|
4,048
|
Accounting policy
Payables are recognised initially at fair value
including transaction costs and subsequently measured at amortised
cost using the effective interest method.
14. Cash and
cash equivalents
Cash held by financial institutions at the year
end is shown in the table below:
|
30 September
|
30
September
|
|
2024
|
2023
|
|
£'000
|
£'000
|
Barclays account
|
2,436
|
8,482
|
BONY account
|
527
|
-
|
Lloyds Money Market Call account
|
-
|
-
|
RBSI Capital and Interest
account1
|
6,700
|
4,435
|
RBSI Cash Management account
|
2,092
|
3,950
|
Total
|
11,755
|
16,867
|
1. For the year ended 30 September 2024, capital
and interest received on 30 September 2024 was transferred to the
Barclays account on 1 October 2024. In the prior year,
the same occurred on 29 September 2023 and 2 October 2023,
respectively.
Cash is held at a number of financial
institutions in order to spread credit risk. Cash awaiting
investment is held on behalf of the Company at banks carrying a
minimum rating of A-1, P-1 or F1 from Standard & Poor's,
Moody's or Fitch respectively, or in one or more similarly rated
money market or short-dated gilt funds. Cash is generally held on a
short-term basis, pending subsequent investment. The amount of
working capital that may be held at RBSI is limited to the higher
of £4 million or one quarter of the Company's running costs. Any
excess uninvested/surplus cash is held at other financial
institutions with minimum credit ratings described above. The
maximum amount to be held at any one of these other financial
institutions is £25 million or 25% of total cash balances,
whichever is the larger. It is also recognised that with the advent
of the ring-fenced bank concept, it has become more difficult to
interact with sufficiently well-rated counterparty
banks.
Accounting policy
Cash and cash equivalents in the statement of
financial position and statement of cash flows comprise cash on
hand, demand deposits, short-term deposits in financial
institutions with original maturities of three months or less and
short-term, highly liquid investments that are readily convertible
to known amounts of cash and which are subject to an insignificant
risk of changes in value.
15. Interest
bearing loans and borrowings
|
30 September
|
30
September
|
|
2024
|
2023
|
|
£'000
|
£'000
|
Revolving credit facility
|
57,000
|
104,000
|
Unamortised arrangement fees
|
(1,210)
|
(326)
|
Total
|
55,790
|
103,674
|
The table below analyses the movement for the
year:
|
30 September
|
30
September
|
|
2024
|
2023
|
|
£'000
|
£'000
|
Balance at the
start of the year
|
103,674
|
98,009
|
Changes from
cash flows
|
|
|
Proceeds from revolving credit
facility
|
18,147
|
55,000
|
Repayment of revolving credit
facility
|
(67,022)
|
(50,000)
|
Drawdown for RCF refinancing fees
|
1,875
|
-
|
Non-cash
changes
|
|
|
Amortisation of loan arrangement fees
|
644
|
665
|
Commitment and other capitalised fees
|
(1,528)
|
-
|
Balance at the
end of the year
|
55,790
|
103,674
|
Revolving credit
facility
Expired
facility
Previously, the Company had secured an RCF of
£190 million with Royal Bank of Scotland International, AIB (UK)
plc, Lloyds Bank plc, Clydesdale Bank plc (trading as Virgin Money)
and Mizuho Bank Limited. The RCF was secured against underlying
assets held by the Company. Interest on amounts drawn under the
facility were charged at SONIA plus 2.0% per annum. A commitment
fee was payable on undrawn amounts of 0.7%.
At the beginning of the year, £104 million was
drawn. On 16 February 2024, the facility was repaid as part of
refinancing and entering into a new RCF.
New
facility
On 16 February 2024, the Company entered into a
new secured RCF of £150 million with AIB (UK) plc, Lloyds Bank plc,
Clydesdale Bank plc (trading as Virgin Money) and Mizuho Bank
Limited. The RCF is secured against the portfolio of underlying
assets held by the Company. The facility is repayable in March
2027. Interest on amounts drawn under the facility is charged at
SONIA plus 2.0% per annum. A commitment fee of 0.7% per annum is
payable on undrawn amounts. At 30 September 2024, the total amount
drawn on the RCF was £57 million.
All amounts drawn under the RCF may be used in
or towards the making of investments in accordance with the
Company's investment policy, with additional flexibility to allow
the Company to enhance its working capital management. The facility
provides the Company with continued access to flexible debt
finance, allowing it to take advantage of investment opportunities
as they arise, and may also be used to manage the Company's working
capital requirements from time to time.
The RCF includes loan to value1 and
interest cover1 covenants that are measured at the
Company level. The Company has maintained sufficient headroom
against all measures throughout the financial period and is in full
compliance with all loan covenants at 30 September 2024.
Leverage
For the purposes of the UK AIFM Regime, leverage
is any method which increases the Company's exposure, including the
borrowing of cash and the use of derivatives. It is expressed as a
ratio between the Company's exposure and its NAV and is calculated
under the gross and commitment methods, in accordance with the UK
AIFM Regime.
The Company is required to state its maximum and
actual leverage levels, calculated as prescribed by the UK AIFM
Regime, at 30 September 2024.The figures are as
follows:
|
|
30 September
|
30
September
|
|
|
2024
|
2023
|
|
Maximum
|
Actual
|
Actual
|
Leverage exposure
|
limit
|
exposure
|
exposure
|
Gross method
|
1.20
|
1.05
|
1.10
|
Commitment method
|
1.20
|
1.07
|
1.11
|
The leverage figures disclosed above represent
leverage calculated under the UK AIFM Regime methodology as
follows:
|
30 September
|
30 September
|
30
September
|
30
September
|
|
2024
|
2024
|
2023
|
2023
|
|
Gross
|
Commitment
|
Gross
|
Commitment
|
|
£'000
|
£'000
|
£'000
|
£'000
|
Financial assets at fair value through profit or
loss
|
960,023
|
960,023
|
1,046,568
|
1,046,568
|
Cash and cash equivalents
|
-
|
11,755
|
-
|
16,867
|
Derivative financial instruments at fair value
through profit or loss2
|
1,099
|
1,099
|
2,324
|
2,324
|
Total exposure
under the UK AIFM Regime
|
961,122
|
972,877
|
1,048,892
|
1,065,759
|
Total shareholders' funds (net
assets)
|
913,130
|
913,130
|
956,553
|
956,553
|
Leverage
(ratio)
|
1.05
|
1.07
|
1.10
|
1.11
|
The Company's leverage limit under the UK AIFM
Regime is 1.20, which equates to a gearing limit of 20%. The
Company has maintained sufficient headroom against the limit
throughout the year.
1. APM - for definition and calculation
methodology, refer to the APMs section below.
2. Refer to note 18 for further information on
derivative financial instruments at fair value through profit or
loss.
Accounting policy
Borrowings are recognised initially at fair
value, less attributable costs. Borrowings are subsequently stated
at amortised cost. Any difference between the proceeds (net of
transaction costs) and the redemption value is recognised in the
statement of comprehensive income over the period of the borrowings
using the effective interest method. Transaction costs are spread
over the term of the RCF.
16. Authorised
and issued share capital
|
30 September 2024
|
30 September
2023
|
|
Number
|
|
Number
|
|
Share capital
|
of shares
|
£'000
|
of shares
|
£'000
|
Ordinary shares
issued and fully paid
|
|
|
|
|
Opening balance
|
884,797,669
|
8,848
|
884,797,669
|
8,848
|
Total shares in
issue
|
884,797,669
|
8,848
|
884,797,669
|
8,848
|
Treasury
shares
|
|
|
|
|
Opening balance
|
(13,565,019)
|
(136)
|
-
|
-
|
Shares repurchased
|
(3,420,000)
|
(34)
|
(13,565,019)
|
(136)
|
Total shares
repurchased and held in treasury
|
(16,985,019)
|
(170)
|
(13,565,019)
|
(136)
|
Total ordinary
share capital excluding treasury shares
|
867,812,650
|
8,678
|
871,232,650
|
8,712
|
Share capital represents the nominal amount of
the Company's ordinary shares in issue.
The Company is authorised in accordance with its
Memorandum of Association to issue 1.5 billion ordinary shares, 300
million C shares and 300 million deferred shares, each having a par
value of one pence per share.
|
30 September
|
30
September
|
|
2024
|
2023
|
Share premium
|
£'000
|
£'000
|
Premium on
ordinary shares issued and fully paid
|
|
|
Opening balance
|
861,118
|
871,606
|
Premium on equity shares issued
through:
|
|
|
Share repurchases
|
(2,149)
|
(10,467)
|
Share repurchase costs
|
(4)
|
(21)
|
Total
|
858,965
|
861,118
|
Share premium represents amounts subscribed for
share capital in excess of the nominal value less associated costs
of the issue, less dividend payments charged to premium as and when
appropriate. Share premium is a distributable reserve in accordance
with Jersey Company Law.
The Company's share capital is represented by
one class of ordinary shares. Quantitative information about the
Company's share capital is provided in the statement of changes in
equity.
At 30 September 2024, the Company's issued share
capital comprised 884,797,669 ordinary shares (30 September 2023:
884,797,669), of which 16,985,019 (30 September 2023: 13,565,019)
were held in treasury, and there were no C shares or deferred
shares in issue.
The ordinary shares carry the right to dividends
out of the profits available for distribution attributable to each
share class, if any, as determined by the Directors. Each holder of
an ordinary share is entitled to attend meetings of shareholders
and, on a poll, to one vote for each share held.
Accounting policy
The Directors of the Company continually assess
the classification of the ordinary shares. If the ordinary shares
cease to have all the features or meet all the conditions set out
to be classified as equity, they will be reclassified as financial
liabilities and measured at fair value at the date of
reclassification, with any differences from the previous carrying
amount recognised in equity. Transaction costs incurred by the
Company in issuing, acquiring or reselling its own equity
instruments are accounted for as a deduction from equity to the
extent that they are incremental costs directly attributable to the
equity transaction that otherwise would have been avoided. No gain
or loss is recognised in the statement of comprehensive income on
the purchase, sale, issuance or cancellation of the Company's own
equity instruments.
17. Capital
redemption reserve
|
30 September
|
30
September
|
|
2024
|
2023
|
|
£'000
|
£'000
|
Capital redemption reserve
|
101
|
101
|
The Company is required by Jersey Company Law to
establish and maintain this reserve on the redemption of its own
shares.
18. Derivative
financial instruments at fair value through profit or
loss
On 27 March 2024, the Company entered into a
commodity swap agreement with Axpo under the ISDA Master Agreement
for risk management purposes, which includes full right of set off.
The derivative financial instrument comprises a commodity swap on
electricity/baseload for the purpose of hedging electricity price
market movements, in cases where the Company has stepped into
projects and/or has direct exposure through its investment
structure. The commodity swap agreement expired on 30 September
2024 and was settled in October 2024 in line with the contractual
terms.
On 27 September 2024, the Company entered into a
new commodity swap agreement with LBCM under the ISDA Master
Agreement framework for risk management purposes, which includes
full right of set off. The derivative financial instrument
comprises a commodity swap on baseload electricity for the purpose
of hedging market movements in electricity prices, in cases where
the Company has stepped into projects and/or has direct exposure
through its investment structure. The commodity swap agreement is
due to expire on 31 March 2025.
The table below sets out the valuation of the
swap held by the Company at year end provided by Axpo and
LBCM:
|
|
Total
|
Notional
|
|
|
notional
|
quantity
|
Derivative
|
Maturity
|
quantity
|
per hour
|
Commodity swap - electricity/baseload 'summer
2023'
|
30 September
2023
|
26,352 MWh
|
6 MW
|
Commodity swap - electricity/baseload 'winter
2023/24'
|
31 March
2024
|
21,960 MWh
|
5 MW
|
Commodity swap - electricity/baseload 'summer
2024'
|
30 September
2024
|
35,136 MWh
|
8 MW
|
Commodity swap - electricity/baseload 'winter
2024/25'
|
31 March
2025
|
13,104 MWh
|
3 MW
|
|
|
30 September
|
30
September
|
|
|
2024
|
2023
|
|
|
£'000
|
£'000
|
Fixed
|
|
|
|
Fixed price:
|
|
|
|
Summer 2023 (maturity 30 September
2023)
|
£140.5/MWh
|
-
|
607
|
Winter 2023/24 (maturity 31 March
2024)
|
£106.5/MWh
|
-
|
2,339
|
Summer 2024 (maturity 30 September
2024)
|
£62.0/MWh
|
357
|
-
|
Winter 2024/25 (maturity 31 March
2025)
|
£82.2/MWh
|
1,077
|
-
|
Floating
|
|
|
|
Commodity Reference Price Index: summer
2023
|
Electricity N2EX UK
Power Index Day Ahead
|
-
|
(357)
|
Commodity Reference Price Index: winter
2023/24
|
Electricity N2EX UK
Power Index Day Ahead
|
-
|
(2,324)
|
Commodity Reference Price Index: summer
2024
|
Electricity N2EX UK
Power Index Day Ahead
|
(445)
|
-
|
Commodity Reference Price Index: winter
2024/25
|
Electricity N2EX UK
Power Index Day Ahead
|
(1,099)
|
-
|
Fair
value
|
|
(110)
|
265
|
Accounting policy
Recognition of derivative financial assets and
liabilities takes place when the derivative contracts are entered
into. They are initially recognised and subsequently measured at
fair value; transactions costs, where applicable, are included
directly in finance costs. The Company does not apply hedge
accounting and consequently all gains or losses are recognised in
the statement of comprehensive income in net gains/(losses) on
derivative financial instruments at fair value through profit or
loss.
19. Financial
instruments
The table below sets out the classifications of
the carrying amounts of the Company's financial assets and
financial liabilities into categories of financial instruments
under IFRS 9. The carrying amount of the financial assets and
financial liabilities at amortised cost approximates their fair
value.
|
|
30 September
|
30
September
|
|
|
2024
|
2023
|
|
Notes
|
£'000
|
£'000
|
Financial
assets
|
|
|
|
Cash and cash equivalents
|
14
|
11,755
|
16,867
|
Other receivables and prepayments
|
12
|
137
|
575
|
Financial
assets at amortised cost
|
|
11,892
|
17,442
|
Financial assets at fair value through profit or
loss
|
11
|
960,023
|
1,046,568
|
Derivative financial instruments at fair value
through profit or loss
|
18
|
-
|
265
|
Total
|
|
971,915
|
1,064,275
|
Financial
liabilities
|
|
|
|
Other payables and accrued expenses
|
13
|
(2,885)
|
(4,048)
|
Interest bearing loans and borrowings
|
15
|
(55,790)
|
(103,674)
|
Financial
liabilities measured at amortised cost
|
|
(58,675)
|
(107,722)
|
Derivative financial instruments at fair value
through profit or loss
|
18
|
(110)
|
-
|
Total
|
|
(58,785)
|
(107,722)
|
19.1
Capital management
The Company is funded from equity balances,
comprising issued ordinary share capital as detailed in note 16,
and retained earnings, in addition to an RCF, as detailed in
note 15.
The Company may seek to raise additional capital
from time to time to the extent that the Directors and the
Investment Adviser believe the Company will be able to make
suitable investments, with consideration also given to the
alternatives of share buybacks and a reduction in leverage. The
Company may borrow up to 20% of its NAV at the time any such
borrowings are drawn down. At the year end, the Company remains
modestly geared with a loan to value1 of 6% (30
September 2023: 11%).
19.2
Financial risk management objectives
The Company has an investment policy and
strategy, as summarised above, that sets out its overall investment
strategy and its general risk management philosophy and has
established processes to monitor and control these in a timely and
accurate manner. These guidelines are the subject of regular
operational reviews undertaken by the Investment Adviser to ensure
that the Company's policies are adhered to as it is the Investment
Adviser's duty to identify and assist in the control of risk. The
Investment Adviser reports regularly to the Directors, who have
ultimate responsibility for the overall risk management
approach.
The Investment Adviser and the Directors ensure
that all investment activity is performed in accordance with
investment guidelines. The Company's investment activities expose
it to various types of risks that are associated with the financial
instruments and markets in which it invests. Risk is inherent to
the Company's activities and it is managed through a process of
ongoing identification, measurement and monitoring. The financial
risks to which the Company is exposed include market risk (which
includes other price risk) and interest rate risk, credit risk and
liquidity risk. Furthermore, the Company is exposed to a number of
shareholder interests, 6% of the portfolio by value, either as a
result of the specific targeting of these positions or through
enforcing its security as a result of the occurrence of defaults.
Such exposures are more sensitive to changes in market factors,
such as electricity prices, and the operational performance of
projects and are therefore likely to result in increased volatility
in the valuation of the portfolio.
Geopolitical
and market uncertainties
During the year, market conditions have improved
for the Company. Falling inflation has been met by interest rate
cuts, with the Bank of England announcing a further interest rate
cut of 25 basis points in November 2024. However, following the
announcement of the new Government's Budget at the end of October,
there are concerns that inflation will creep higher as the new
Government growth policy is set to have a knock-on effect on
prices.
The war in Ukraine and the Israel-Hamas conflict
continue to be monitored by the Board and the Investment Adviser;
however, both believe the effect on energy prices and market
volatility has subsided. The Israel-Hamas war in the Middle East is
of particular concern to the Company, as there is a possibility for
sanctions to be implemented, which could have a knock-on effect on
global energy markets. However, the Company's infrastructure
investments are generally low-volatility investments with stable,
pre-determined, long-term, public sector backed
revenues.
There is also uncertainty regarding potential
future Government intervention in the energy market, which may lead
to forecast power prices not being realisable in reality. The
implementation of the Electricity Generator Levy in January 2023
impacted the short-term profitability of certain assets in the
portfolio in the 2023 financial year; however, there has been no
impact in the current financial year. The levy will be in place
until 31 March 2028.
Climate
risk
For the third consecutive year, the Investment
Adviser carried out a climate risk assessment for each underlying
portfolio asset to assess the actual and potential impacts of
climate-related risks and opportunities across the portfolio. The
analysis considered both physical and transition risks for each
asset. The data collected was based upon IPCC, UK Government and
publicly available data, supplemented by data inputs from the
Investment Adviser's portfolio management team and its investment
management team. Further information is given above. Based on the
climate risk analysis undertaken, the Investment Adviser does not
currently propose to make any material changes to financial
forecasts due to climate risk.
1. APM - for definition and calculation
methodology, refer to the APMs section below.
19.3
Market risk
There is a risk that market movements in
interest rates, credit markets and observable yields may decrease
or increase the fair value of the Company's financial assets
without regard to the assets' underlying performance. The fair
value of the Company's financial assets is measured and monitored
on a quarterly basis by the Investment Adviser with the assistance
of the independent Valuation Agent.
The valuation principles used are based on a
discounted cash flow methodology, where applicable. A fair value
for each asset acquired by the Company is calculated by applying a
relevant market discount rate to the contractual cash flows
expected to arise from each asset. At the year end, all investments
were classified as Level 3; refer to note 19.7 for additional
information.
The independent Valuation Agent determines the
discount rates that it believes the market would reasonably apply
to each investment taking into account, inter alia, the following
significant inputs:
· Pound Sterling
interest rates;
· movements of
comparable credit markets; and
· observable yields
on other comparable instruments.
In addition, the following are also considered
as part of the overall valuation process:
· general
infrastructure market activity and investor sentiment;
and
· changes to the
economic, legal, taxation or regulatory environment.
The independent Valuation Agent exercises its
judgement in assessing the expected future cash flows from each
investment. Given that the investments of the Company are generally
fixed-income debt instruments (in some cases with elements of
inflation protection) or other investments with a similar economic
effect, the focus of the independent Valuation Agent is on
assessing the likelihood of any interruptions to the debt service
payments, in light of the operational performance of the underlying
asset as confirmed by the Investment Adviser. Where appropriate,
the independent Valuation Agent will also consider long-term
assumptions that have a direct impact on valuation, such as
electricity prices, inflation and availability. Given fluctuating
electricity prices, the Investment Adviser has continued with a
hedging programme to reduce volatility in the portfolio. Further
information can be found above.
The table below shows how changes in discount
rates affect the changes in the valuation of financial assets at
fair value through profit or loss. The range of discount rates used
reflects the Investment Adviser's view of a reasonable expectation
of valuation movements across the portfolio in a twelve
month period.
30 September
2024
|
|
|
|
|
|
Change in
discount rates
|
0.50%
|
0.25%
|
0.0%
|
(0.25%)
|
(0.50%)
|
Value of financial assets at fair value
(£'000)
|
931,236
|
945,386
|
960,023
|
975,173
|
990,866
|
Change in valuation of financial assets at fair
value through profit or loss (£'000)
|
(28,787)
|
(14,637)
|
-
|
15,150
|
30,843
|
At 30 September 2024, the discount rates used in
the valuation of financial assets ranged from 6.58% to 13.00%, with
a rate of 20.00% being applied to one financial asset due to
changes in the perceived risk associated with one project,
representing 0.63% of the portfolio.
30 September 2023
|
|
|
|
|
|
Change in discount rates
|
0.50%
|
0.25%
|
0.0%
|
(0.25%)
|
(0.50%)
|
Value of financial assets at fair value
(£'000)
|
1,016,759
|
1,031,449
|
1,046,568
|
1,062,134
|
1,078,166
|
Change in valuation of financial assets at fair
value through profit or loss (£'000)
|
(29,809)
|
(15,119)
|
-
|
15,566
|
31,598
|
At 30 September 2023, the discount rates used in
the valuation of financial assets ranged from 6.58% to 13.00%, with
a rate of 20.00% being applied to one financial asset due to
changes in the perceived risk associated with one project,
representing 0.58% of the portfolio.
19.4
Interest rate risk
Interest rate risk has the following
effect:
Fair value of
financial assets
Interest rates are one of the factors which the
independent Valuation Agent takes into account when valuing
financial assets. Interest rate risk is incorporated by the
independent Valuation Agent into the discount rate applied to the
financial assets at fair value through profit or loss. Discount
rate sensitivity analysis is disclosed in note 19.3.
Future cash
flows
The Company primarily invests in senior and
subordinated debt instruments of infrastructure Project Companies.
The financial assets have fixed interest rate coupons, albeit with
some inflation protection and, as such, movements in interest rates
will not directly affect the future cash flows payable to
the Company.
Interest rate hedging may be carried out to seek
protection against falling interest rates in relation to assets
that do not have a minimum fixed rate of return acceptable to the
Company in line with its investment policy and strategy. No
interest rate hedging was undertaken at year end.
Where the debt instrument is subordinated, the
Company is indirectly exposed to the gearing of the infrastructure
Project Companies. The Investment Adviser ensures as part of its
due diligence that the Project Company debt ranking senior to the
Company's investment has been, where appropriate, hedged against
movement in interest rates, through the use of interest rate swaps.
At 30 September 2024, the Company had not entered into any interest
rate swap contracts (30 September 2023: none).
Borrowings
Details of the RCF are given in note
15.
The new facility has a three year term and was
refinanced on similar terms to the previous RCF, with the most
notable amendment being the introduction of additional flexibility
in utilisations and repayments to allow the Company to enhance its
working capital management.
The drawn amount under the RCF at 30 September
2024 was £57 million (30 September 2023: £104 million).
The following tables show an estimate of the
sensitivity of the drawn amounts under the RCF to interest rate
changes of 100, 200 and 300 basis points in a twelve month
period, with all other variables held constant.
30 September
2024
|
|
|
|
|
|
|
|
Change in
interest rates
|
3.0%
|
2.0%
|
1.0%
|
0.0%
|
(1.0%)
|
(2.0%)
|
(3.0%)
|
Value of interest expense (£'000)
|
5,683
|
5,113
|
4,543
|
3,973
|
3,403
|
2,833
|
2,263
|
Changes in interest expense (£'000)
|
1,710
|
1,140
|
570
|
-
|
(570)
|
(1,140)
|
(1,710)
|
30 September 2023
|
|
|
|
|
|
|
|
Change in interest rates
|
3.0%
|
2.0%
|
1.0%
|
0.0%
|
(1.0%)
|
(2.0%)
|
(3.0%)
|
Value of interest expense (£'000)
|
10,594
|
9,554
|
8,514
|
7,474
|
6,434
|
5,394
|
4,354
|
Changes in interest expense (£'000)
|
3,120
|
2,080
|
1,040
|
-
|
(1,040)
|
(2,080)
|
(3,120)
|
Other
financial assets and liabilities
Bank deposits are exposed to and affected by
fluctuations in interest rates. However, the impact of interest
rate risk on these assets and liabilities is not considered
material.
19.5
Credit risk
Credit risk refers to the risk that the
counterparty to a financial instrument will fail to discharge an
obligation or commitment that it has entered into with the Company.
The assets classified at fair value through profit or loss do not
have a published credit rating; however, the Investment Adviser
monitors the financial position and performance of the Project
Companies on a regular basis to ensure that credit risk is
appropriately managed.
The Company is exposed to differing levels of
credit risk on all its assets. Per the statement of financial
position, the Company's total exposure to credit risk is £972
million (30 September 2023: £1,064 million) being the balance of
total assets less prepayments. As a matter of general policy, cash
is held at a number of financial institutions to spread credit
risk, with cash awaiting investment being held on behalf of the
Company at banks which carry a minimum rating of A-1, P-1 or F1
from Standard & Poor's, Moody's or Fitch respectively or in one
or more similarly rated money market or short-dated gilt funds.
Cash is generally held on a short-term basis, pending subsequent
investment. The amount of working capital that may be held at RBSI
is limited to the higher of £4 million or the value of one quarter
of the Company's running costs. Any excess uninvested/surplus cash
is held at other financial institutions with the minimum credit
ratings described above. The maximum amount to be held at any one
of these other financial institutions is £25 million or 25% of
total cash balances, whichever is the larger. It is also recognised
by the Board that the arrival of ring-fenced banking has impacted
the availability of A-rated banks.
Before an investment decision is made, the
Investment Adviser performs extensive due diligence complemented by
professional third party advisers, including technical advisers,
financial and legal advisers, and valuation and insurance experts.
After an investment is made, the Investment Adviser primarily uses
detailed cash flow forecasts to assess the continued
creditworthiness of Project Companies and their ability to pay all
costs as they fall due. The forecasts are regularly updated
with information provided by the Project Companies in order to
monitor ongoing financial performance.
The Project Companies receive a significant
proportion of revenue from Government departments and public sector
or local authority clients.
The Project Companies are reliant on their
subcontractors, particularly facilities managers, continuing to
perform their service delivery obligations such that revenues are
not disrupted. The credit standing of each significant
subcontractor is monitored by the Investment Adviser on an ongoing
basis, and significant exposures are reported to the Directors on a
quarterly basis.
The concentration of credit risk to any
individual project did not exceed 10% of the Company's portfolio at
the year end, which is the maximum amount permissible per the
Company's investment policy. The Investment Adviser regularly
monitors the concentration of risk based upon the nature of each
underlying project to ensure appropriate diversification and risk
remains within acceptable parameters.
The concentration of credit risk associated with
counterparties is deemed to be low due to asset and sector
diversification. The underlying counterparties are typically public
sector entities which pay pre-determined, long-term, public sector
backed revenues in the form of subsidy payments for renewables
transactions (i.e. FiT and ROCs payments), unitary charge payments
for PFI transactions and lease payments for social housing
projects. In the view of the Investment Adviser and the Board, the
public sector generally has both the ability and willingness to
support the obligations to these entities.
There continues to be volatility in electricity
market prices following the Russian invasion of Ukraine in 2022.
These dynamics have resulted in the collapse of some energy
suppliers. The Company has exposure to certain electricity
suppliers through offtake arrangements with renewable project
borrowers. To date, the Company has not been directly impacted
by suppliers that have collapsed.
Through its usual systems and processes, the
Investment Adviser monitors the credit standing of all customers
and suppliers and believes that where offtakers have supply
businesses they remain in a strong position to continue such
arrangements. In any case, the Investment Adviser considers the
offtake market for renewable projects to be a liquid and
competitive sector, meaning any arrangements that are terminated as
part of an offtake collapse could be easily replaced by a new third
party.
The credit risk associated with each Project
Company is further mitigated because the cash flows receivable are
secured over the assets of the Project Company, which in turn has
security over the assets of the underlying projects. The debt
instruments in the portfolio are held by the Company at fair value,
and the credit risk associated with these investments is one of the
factors which the independent Valuation Agent takes into account
when valuing the financial assets.
Changes in credit risk affect the discount
rates. The sensitivity of the fair value of the financial assets at
fair value through profit or loss is disclosed in note 19.3. The
Directors have assessed the credit quality of the portfolio at the
year end and based on the parameters set out above, are satisfied
that the credit quality remains within an acceptable range for
long-dated debt.
On 27 March 2024, the Company entered into a
commodity swap agreement with Axpo under the ISDA Master Agreement
for risk management purposes, which includes full right of set off.
The derivative financial instrument comprises a commodity swap on
electricity/baseload for the purpose of hedging electricity price
market movements, in cases where the Company has stepped into
projects and/or has direct exposure through its investment
structure. The commodity swap agreement expired on 30 September
2024 and was settled in October 2024 in line with the contractual
terms.
On 27 September 2024, the Company entered into a
new commodity swap agreement with LBCM under the ISDA Master
Agreement framework for risk management purposes, which includes
full right of set off. The derivative financial instrument
comprises a commodity swap on baseload electricity for the purpose
of hedging market movements in electricity prices, in cases where
the Company has stepped into projects and/or has direct exposure
through its investment structure. The commodity swap agreement is
due to expire on 31 March 2025.
The Company has not been required to post
collateral in respect of the commodity swap agreement. There is
potential for credit risk in relation to the arrangement depending
on whether the arrangement is an asset or a liability at any point
in time. At the date of this report, the Company's exposure to
credit risk relating to the commodity swap agreement is a £38,000
liability. LBCM is a subsidiary of Lloyds Banking Group plc, and
the non-ring-fenced bank of Lloyds Banking Group plc. LBCM has more
than 1,200 employees providing banking, financing and risk
management services to its customers. The Directors are
satisfied that the credit risk associated with this entity as a
counterparty is minimal and remains within the Company's risk
appetite.
Further information on derivative financial
instruments is given in note 18.
19.6
Liquidity risk
Liquidity risk is defined as the risk that the
Company will encounter difficulty in meeting obligations associated
with financial liabilities that are settled by delivering cash or
another financial asset. Exposure to liquidity risk arises because
of the possibility that the Company could be required to pay its
liabilities earlier than expected. The Company's objective is to
maintain a balance between continuity of funding and flexibility
through the use of bank deposits and interest-bearing loans and
borrowings.
The table below analyses the Company's financial
assets and liabilities in relevant maturity groupings based on the
remaining period from the period end to the contractual maturity
date. The Directors have elected to present both assets and
liabilities in the liquidity disclosure to illustrate the net
liquidity exposure of the Company.
All cash flows in the table below are on an
undiscounted basis.
|
Less than
|
One to
|
Three to
|
Greater than
|
|
|
one month
|
three months
|
twelve months
|
twelve months
|
Total
|
30 September
2024
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Non-derivative
financial assets
|
|
|
|
|
|
Cash and cash equivalents
|
11,755
|
-
|
-
|
-
|
11,755
|
Other receivables and prepayments
|
-
|
-
|
137
|
-
|
137
|
Financial assets at fair value through profit or
loss
|
12,594
|
37,137
|
95,661
|
1,945,835
|
2,091,227
|
Derivative
financial assets at fair value through profit or
loss
|
|
|
|
|
|
Inflows
|
357
|
545
|
532
|
-
|
1,434
|
Outflows
|
(445)
|
(537)
|
(562)
|
-
|
(1,544)
|
Total financial
assets
|
24,261
|
37,145
|
95,768
|
1,945,835
|
2,103,009
|
Financial
liabilities
|
|
|
|
|
|
Other payables and accrued expenses
|
-
|
(2,885)
|
-
|
-
|
(2,885)
|
Interest bearing loans and borrowings
|
(393)
|
(733)
|
(3,458)
|
(63,372)
|
(67,956)
|
Total financial
liabilities
|
(393)
|
(3,618)
|
(3,458)
|
(63,372)
|
(70,841)
|
Net
exposure
|
23,868
|
33,527
|
92,310
|
1,882,463
|
2,032,168
|
|
Less than
|
One to
|
Three to
|
Greater
than
|
|
|
one month
|
three
months
|
twelve
months
|
twelve
months
|
Total
|
30 September 2023
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Non-derivative
financial assets
|
|
|
|
|
|
Cash and cash equivalents
|
16,867
|
-
|
-
|
-
|
16,867
|
Other receivables and prepayments
|
-
|
-
|
575
|
-
|
575
|
Financial assets at fair value through profit or
loss
|
-
|
3,498
|
107,523
|
1,785,689
|
1,896,710
|
Derivative
financial assets at fair value through profit or
loss
|
|
|
|
|
|
Inflows
|
607
|
-
|
2,339
|
-
|
2,946
|
Outflows
|
(357)
|
-
|
(2,324)
|
-
|
(2,681)
|
Total financial
assets
|
17,117
|
3,498
|
108,113
|
1,785,689
|
1,914,417
|
Financial
liabilities
|
|
|
|
|
|
Other payables and accrued expenses
|
-
|
(4,048)
|
-
|
-
|
(4,048)
|
Interest bearing loans and borrowings
|
-
|
(2,040)
|
(105,951)
|
-
|
(107,991)
|
Total financial
liabilities
|
-
|
(6,088)
|
(105,951)
|
-
|
(112,039)
|
Net
exposure
|
17,117
|
(2,590)
|
2,162
|
1,785,689
|
1,802,378
|
19.7
Fair values of financial assets and financial
liabilities
Basis of
determining fair value
Loan notes
The independent Valuation Agent carries out
quarterly valuations of the financial assets of the Company. These
valuations are reviewed by the Investment Adviser and the
Directors. The subsequent NAV produced is reviewed and approved by
the Directors on a quarterly basis.
The basis for the independent Valuation Agent's
valuation is described in note 19.3.
Derivative financial
instruments
The valuation principles used are based on
inputs from observable market data, being a commonly quoted
electricity price index, which most closely reflects a Level 2
input. The fair value of the derivative financial instrument is
derived from its mark-to-market ("MTM") valuations provided by Axpo
and LBCM on a quarterly basis. The MTM value is calculated based on
the fixed leg of the commodity swap offset by the market price of
the floating leg which is indexed to the 'Electricity N2EX UK Power
Index Day Ahead'. The Investment Adviser monitors the exposure
internally using its own valuation system. Further information on
derivative financial instruments is given in note 18.
Fair value
measurements
Investments measured and reported at fair value
are classified and disclosed in one of the following fair value
hierarchy levels depending on whether their fair value is based
on:
· Level 1: quoted
prices in active markets for identical assets or
liabilities;
· Level 2: inputs
other than quoted prices included in Level 1 that are observable
for the asset or liability, either directly (as prices) or
indirectly (derived from prices); and
· Level 3: inputs
for the asset or liability that are not based on observable market
data (unobservable inputs).
An investment is always categorised as Level 1,
2 or 3 in its entirety. In certain cases, the fair value
measurement for an investment may use a number of different inputs
that fall into different levels of the fair value hierarchy. In
such cases, an investment level within the fair value hierarchy is
based on the lowest level of input that is significant to the fair
value measurement. The assessment of the significance of a
particular input to the fair value measurement requires judgement
and is specific to the investment.
The Company recognises transfers between levels
of the fair value hierarchy at the end of the reporting year during
which the change has occurred.
The table below analyses all investments held by
the level in the fair value hierarchy into which the fair value
measurement is categorised:
|
|
30 September
|
30
September
|
|
Fair value
|
2024
|
2023
|
|
hierarchy
|
£'000
|
£'000
|
Financial
assets at fair value through profit or loss
|
|
|
|
Loan notes
|
Level 3
|
960,023
|
1,046,568
|
Derivative financial instruments at fair value
through profit or loss
|
Level 2
|
-
|
265
|
Financial
liabilities at fair value through profit or loss
|
|
|
|
Derivative financial instruments at fair value
through profit or loss
|
Level 2
|
(110)
|
-
|
Discount rates between 6.58% and 13.00%, with a
rate of 20.00% being applied to one financial asset due to changes
in the perceived risk associated with one project, representing
0.63% of the portfolio (30 September 2023: 6.58% and 13.00%, with a
rate of 20.00% being applied to one financial asset due to changes
in the perceived risk associated with one project, representing
0.58% of the portfolio) were applied to the investments categorised
as Level 3.
The Directors have classified financial
instruments depending on whether or not there is a consistent data
set comparable and observable transactions and discount rates. The
Directors have classified all loan notes as Level 3. No transfers
were made between levels in the year.
The following table shows a reconciliation of
all movements in the fair value of financial instruments
categorised within Level 3 between the beginning and end of the
year:
|
30 September
|
30
September
|
|
2024
|
2023
|
|
£'000
|
£'000
|
Opening
balance
|
1,046,568
|
1,087,331
|
Purchases of financial assets at fair value
through profit or loss1
|
27,301
|
138,698
|
Repayments of financial assets at fair value
through profit or loss1
|
(63,889)
|
(128,012)
|
Net realised gains on disposal of financial
assets at fair value through profit or loss
|
1,888
|
137
|
Unrealised gains on financial assets at fair
value through profit or loss
|
13,549
|
15,017
|
Unrealised losses on financial assets at fair
value through profit or loss
|
(65,394)
|
(66,603)
|
Closing
balance
|
960,023
|
1,046,568
|
1.Refer to note 11 for a reconciliation to the
statement of cash flows.
For the Company's financial instruments
categorised as Level 3, changing the discount rates used to value
the underlying instruments alters the fair value. A change in the
discount rate used to value the Level 3 investments would have the
effect on the valuation as shown in the table in note 19.3. Refer
to note 11 for movements in financial assets at fair value through
profit or loss throughout the year.
In determining the discount rates for
calculating the fair value of financial assets at fair value
through profit or loss, movements in Pound Sterling, interest
rates, comparable credit markets and observable yield on comparable
instruments could give rise to changes in the discount
rate.
The Directors considered the inputs used in the
valuation of investments and the appropriateness of their
classification in the fair value hierarchy. Should the valuation
approach change, causing an investment to meet the characteristics
of a different level of the fair value hierarchy, it will be
reclassified accordingly in the appropriate period.
20. Related
party disclosures
As defined by IAS 24 Related Party Disclosures,
parties are considered to be related if one party has the ability
to control the other party or exercise significant influence over
the other party in making financial or operational
decisions.
Directors
The non-executive Directors of the Company are
considered to be the key management personnel of the Company.
Directors' remuneration including expenses for the year totalled
£451,000 (30 September 2023: £432,000). At 30 September 2024,
liabilities in respect of these services amounted to £111,000 (30
September 2023: £106,000).
At 30 September 2024, the Directors, together
with their family members, held the following shares in the
Company:
|
30 September 2024
|
30 September
2023
|
|
Shares
|
% of total
|
Shares
|
% of total
|
Director
|
held
|
voting rights
|
held
|
voting
rights
|
Andrew Didham
|
146,345
|
0.017
|
93,024
|
0.011
|
Julia Chapman
|
60,446
|
0.007
|
60,446
|
0.007
|
Steven Wilderspin
|
15,000
|
0.002
|
15,000
|
0.002
|
Dawn Crichard
|
80,463
|
0.009
|
75,261
|
0.009
|
Alex Yew
|
75,000
|
0.009
|
20,000
|
0.002
|
Andrew Didham is an executive vice chairman at
Rothschild & Co, presently on a part-time basis. Rothschild
& Co is engaged by the Company to provide ongoing investor
relations support. The Company and Rothschild & Co maintain
procedures to ensure that Mr Didham has no involvement in either
the decisions concerning the engagement of Rothschild & Co or
the provision of investor relations services to the
Company.
Investment Adviser
The Company is party to an Investment Advisory
Agreement with the Investment Adviser, which was most recently
amended and restated on 26 January 2023, pursuant to
which the Company has appointed the Investment Adviser to provide
advisory services relating to the management of assets on a
day‑to‑day basis in accordance with its investment
objectives and policies, subject to the overall supervision and
direction of the Board of Directors. As a result of the
responsibilities delegated under this agreement, the Company
considers it to be a related party by virtue of being 'key
management personnel'.
Under the terms of the Investment Advisory
Agreement, the notice period of the termination of the Investment
Adviser by the Company is 24 months. The remuneration of the
Investment Adviser is set out below.
For its services to the Company, the Investment
Adviser receives an annual fee at the rate of 0.9% (or such lesser
amount as may be demanded by the Investment Adviser at its own
absolute discretion) multiplied by the sum of:
· the NAV of the
Company; less
· the value of the
cash holdings of the Company pro rata to the period for which such
cash holdings have been held.
The Investment Adviser is also entitled to claim
for expenses arising in relation to the performance of certain
duties and, at its discretion, 1% of the value of any
transactions entered into by the Company (where possible, the
Investment Adviser may seek to charge this fee to the
borrower).
The Investment Adviser receives a fee of 0.25%
of the aggregate gross proceeds from any issue of new shares in
consideration for the provision of marketing and investor
introduction services.
The Company's Investment Adviser is authorised
as an AIFM by the UK FCA under the UK AIFM Regime. The Company has
provided disclosures on its website incorporating the requirements
of the UK AIFM Regime. The Investment Adviser receives an annual
fee of £70,000 in relation to its role as the Company's AIFM,
increased annually at the rate of the RPI. The fee paid to the
Investment Adviser for the year was £89,000 (30 September 2023:
£83,000).
During the year, the Company expensed £8,300,000
(30 September 2023: £8,670,000) in respect of investment advisory
fees, marketing fees and transaction management and documentation
services, and £53,000 (30 September 2023: £17,000) in respect of
expenses. At 30 September 2024, liabilities in respect of
these services amounted to £2,062,000 (30 September 2023:
£2,132,000).
The directors and employees of the Investment
Adviser also sit on the boards of, and control, several SPVs
through which the Company invests. The Company has delegated
the day-to-day operations of these SPVs to the Investment Adviser
through the Investment Advisory Agreement.
While not related parties under IAS 24 Related
Party Disclosures, for transparency, the Investment Adviser has
disclosed the shareholdings of key management personnel. At 30
September 2024, the key management personnel of the Investment
Adviser, together with their family members, directly
or indirectly held 935,268 ordinary shares in the Company,
equivalent to 0.106% of the issued share capital (30 September
2023: 1,017,800 ordinary shares, 0.115% of the issued share
capital).
21. Subsequent
events after the report date
The Company declared, on 24 October 2024, a
fourth interim dividend of 1.75 pence per ordinary share, amounting
to £15.2 million, which was paid on 29 November 2024 to ordinary
shareholders who were recorded on the register at the close of
business on 1 November 2024.
Post year end, the Company made two further
advances totalling £0.3 million. The Company received repayments
totalling £8.9 million in respect of eight investments, including
£6.8 million in respect of the disposal of a portfolio of rooftop
solar assets installed on domestic properties across the
UK.
Post year end, the Company drew down an amount
of £8 million and repaid an amount of £4 million on the RCF,
resulting in a total drawn amount of £61 million.
22. Ultimate
controlling party
It is the view of the Directors that there is no
ultimate controlling party.
23.
Non-consolidated SPVs
The following SPVs have not been consolidated in
these financial statements due to the Company meeting the criteria
of an investment entity and therefore, applying the exemption to
consolidation under IFRS 10, it has measured its financial
interests in these SPVs at fair value through profit or
loss.
Refer to note 11 for the details of contractual
arrangements between the Company and the SPVs and to the risk
disclosures in note 19 for details of events or conditions that
could expose the Company to losses.
During the year and prior year, the Company did
not provide financial support to the unconsolidated
SPVs.
All of the below non-consolidated SPVs are
incorporated and domiciled in the United Kingdom.
|
30 September 2024
|
30 September
2023
|
SPV company name
|
Ownership interest in loan
notes
|
Classification1
|
Ownership interest in
loan notes
|
Classification1
|
GCP Cardale PFI Limited
|
100%
|
Subsidiary
|
100%
|
Subsidiary
|
FHW Dalmore (Salford Pendleton Housing)
plc
|
13.8%
|
Associate
|
13.6%
|
Associate
|
GCP Asset Finance 1 Limited
|
100%
|
Subsidiary
|
100%
|
Subsidiary
|
GCP Biomass 1 Limited
|
100%
|
Subsidiary
|
100%
|
Subsidiary
|
GCP Biomass 2 Limited
|
100%
|
Subsidiary
|
100%
|
Subsidiary
|
GCP Biomass 3 Limited
|
100%
|
Subsidiary
|
100%
|
Subsidiary
|
GCP Bridge Holdings Ltd
|
100%
|
Subsidiary
|
100%
|
Subsidiary
|
GCP Education 1 Limited
|
100%
|
Subsidiary
|
100%
|
Subsidiary
|
GCP Green Energy 1 Limited
|
100%
|
Subsidiary
|
100%
|
Subsidiary
|
GCP Healthcare 1 Limited
|
100%
|
Subsidiary
|
100%
|
Subsidiary
|
GCP Onshore Wind 3 Limited
|
100%
|
Subsidiary
|
100%
|
Subsidiary
|
GCP Programme Funding 1 Limited
|
100%
|
Subsidiary
|
100%
|
Subsidiary
|
GCP RHI Boiler 1 Limited
|
100%
|
Subsidiary
|
100%
|
Subsidiary
|
GCP Rooftop Solar 5 Limited
|
100%
|
Subsidiary
|
100%
|
Subsidiary
|
GCP Rooftop Solar 6 plc
|
37.1%
|
Associate
|
37.2%
|
Associate
|
GCP Rooftop Solar Finance plc
|
31.1%
|
Associate
|
30.8%
|
Associate
|
GCP Social Housing 1 Limited
|
100%
|
Subsidiary
|
100%
|
Subsidiary
|
Gravis Asset Holdings Limited
|
100%
|
Subsidiary
|
100%
|
Subsidiary
|
Gravis Solar 1 Limited
|
100%
|
Subsidiary
|
100%
|
Subsidiary
|
Gravis Solar 2 Limited
|
100%
|
Subsidiary
|
100%
|
Subsidiary
|
GCP Geothermal Funding 1 Limited
|
100%
|
Subsidiary
|
100%
|
Subsidiary
|
1. Refer to note 11 for further
details.
Alternative performance measures
The Board and the Investment Adviser assess the
Company's performance using a variety of measures that are not
defined under IFRS and are therefore classed as alternative
performance measures ("APMs").
Where possible, reconciliations to IFRS are
presented from the APMs to the most appropriate measure prepared in
accordance with IFRS. All items listed below are IFRS financial
statement line items unless otherwise stated.
APMs should be read in conjunction with the
statement of comprehensive income, statement of financial position,
statement of changes in equity and statement of cash flows, which
are presented in the financial statements section of this report.
The APMs may not be directly comparable with measures used by other
companies.
Adjusted
earnings cover
Ratio of the Company's adjusted net
earnings1 per share to the dividend per share. This
metric seeks to show the Company's right to receive future net cash
flows by way of interest income from the portfolio of investments,
by removing: (i) the effect of pull-to-par and; (ii) any upward or
downward revaluations of investments, which are functions of
accounting for financial assets at fair value under IFRS 9, and
that do not contribute to the Company's ability to generate cash
flows.
|
30 Sep
|
30 Sep
|
|
2024
|
2023
|
|
Pence
|
Pence
|
Adjusted earnings
per share1
|
7.09
|
8.58
|
Dividend per share
|
7.0
|
7.0
|
Times
covered
|
1.01
|
1.23
|
Adjusted
earnings per share
The Company's adjusted net earnings1
divided by the weighted average number of shares.
|
30 Sep
|
30 Sep
|
|
2024
|
2023
|
|
£'000
|
£'000
|
Adjusted net earnings1
|
61,486
|
75,655
|
Weighted average number of shares
|
867,940,448
|
881,850,353
|
Adjusted
earnings per share (pence)
|
7.09
|
8.58
|
Adjusted loan
interest capitalised
In respect of a period, a measure of loan
interest capitalised adjusted for amounts subsequently paid as part
of repayments.
|
30 Sep
|
30 Sep
|
|
2024
|
2023
|
|
£'000
|
£'000
|
Capitalised (planned)
|
14,868
|
18,253
|
Capitalised (unscheduled)
|
7,300
|
3,706
|
Loan interest
capitalised
|
22,168
|
21,959
|
Capitalised amounts subsequently settled as part
of repayments
|
(9,297)
|
(10,822)
|
Adjusted loan
interest capitalised
|
12,871
|
11,137
|
Adjusted loan
interest received
In respect of a period, a measure of loan
interest received adjusted for loan interest capitalised and
subsequently paid as part of repayments or disposal
proceeds.
|
30 Sep
|
30 Sep
|
|
2024
|
2023
|
|
£'000
|
£'000
|
Loan interest received
|
65,129
|
58,791
|
Capitalised amounts subsequently settled as part
of repayments
|
9,297
|
10,822
|
Adjusted loan
interest received
|
74,426
|
69,613
|
Adjusted net
earnings
In respect of a period, a measure of loan
interest accrued2 by the portfolio less total expenses
and finance costs. This metric is used in the calculation of
adjusted earnings cover1.
|
30 Sep
|
30 Sep
|
|
2024
|
2023
|
|
£'000
|
£'000
|
Total profit and comprehensive
income/loss
|
19,514
|
30,905
|
Less: income/gains on financial assets at fair
value through profit or loss
|
(37,340)
|
(29,301)
|
Less: gains on derivative financial instruments
at fair value through profit or loss
|
(496)
|
(12,860)
|
Add: loan interest accrued
|
79,808
|
86,911
|
Adjusted net earnings
|
61,486
|
75,655
|
Aggregate
downward revaluations since IPO (annualised)
A measure of the Company's ability to preserve
the capital value of its investments over the long term. It is
calculated as total aggregate downward revaluations divided by
total invested capital since IPO expressed as a time weighted
annual percentage.
|
30 Sep
|
30 Sep
|
|
2024
|
2023
|
|
£'000
|
£'000
|
Total aggregate downward revaluations since
IPO
|
(109,492)
|
(88,996)
|
Total invested capital since IPO
|
1,947,454
|
1,920,237
|
Percentage (annualised)
|
(0.41)
|
(0.36)
|
1. APM - refer to relevant APM above for further
information.
2. APM - refer to relevant APM below for further
information.
Average
NAV
The average of the twelve net asset valuations
calculated monthly over the financial year.
Cash earnings
cover
Ratio of total net cash received per share to
the dividend per share.
|
30 Sep
|
30 Sep
|
|
2024
|
2023
|
|
Pence
|
Pence
|
Total net cash received per
share1
|
6.61
|
5.65
|
Dividend per share
|
7.00
|
7.00
|
Times covered
|
0.94
|
0.81
|
Discount
The price at which the shares of the Company
trade below the NAV per share.
Dividend
yield
A measure of the quantum of dividends paid to
shareholders relative to the market value per share. It is
calculated by dividing the dividend per share for the year by the
share price at the year end.
Earnings
cover
Ratio of the Company's earnings per share to the
dividend per share.
|
30 Sep
|
30 Sep
|
|
2024
|
2023
|
|
Pence
|
Pence
|
Earnings per share
|
2.25
|
3.50
|
Dividend per share
|
7.00
|
7.00
|
Times covered
|
0.32
|
0.50
|
Interest
cover
The ratio of total loan interest income to
finance costs expressed as a percentage.
Loan interest
accrued
The measure of the value of interest accruing on
a loan in respect of a period, calculated based on the contractual
interest rate stated in the loan documentation.
Loan interest accrued1 differs from
net income/gains on financial assets at fair value through profit
or loss, as recognised under IFRS 9, as loan interest
accrued2 is not impacted by movements of:
· the impact of
realised and unrealised gains and losses on financial assets at
fair value through profit or loss;
· the impact of
'pull-to-par' in the unwinding of discount rate adjustments over
time (where the weighted average discount rate used to value
financial assets differs from the interest rate stated in the loan
documentation);
· the impact of
cash flows from loan interest received;
· the impact of
loan interest capitalised; and
· the impact of
loan principal indexation applied.
This metric is used in the calculation of
adjusted net earnings3.
Loan to
value
A measure of the indebtedness of the Company at
the year end, expressed as interest bearing loans and borrowings as
a percentage of net assets.
NAV total
return
A measure showing how the NAV per share has
performed over a period of time, taking into account both capital
returns and dividends paid to shareholders, expressed as a
percentage.
It assumes that dividends paid to shareholders
are reinvested at NAV at the time the shares are quoted
ex-dividend. This is a standard performance metric across the
investment industry and allows comparability across
the sector.
Source: Investment Adviser
1. APM - refer to relevant APM below for further
information.
2. APM - refer to relevant APM above for further
information.
3. APM - refer to relevant APM above for further
information.
Premium
The price at which the shares of the Company
trade above the NAV per share.
Total expenses
paid
In respect of the year, the cash outflows from
the Company in order to settle operating costs. This metric is
used in the calculation of total net cash received.
|
30 Sep
|
30 Sep
|
|
2024
|
2023
|
|
£'000
|
£'000
|
Total expenses per statement of comprehensive
income
|
11,338
|
11,422
|
Adjustment for expense accruals
|
(726)
|
(406)
|
Total expenses
paid
|
10,612
|
11,016
|
Total net cash
received
In respect of a period, the cash inflows from
investments, comprising adjusted loan interest received1
less total expenses paid and finance costs paid. This metric is
used in the calculation of cash earnings
cover2.
|
30 Sep
|
30 Sep
|
|
2024
|
2023
|
|
£'000
|
£'000
|
Adjusted loan interest received
|
74,426
|
69,613
|
Total expenses paid3
|
(10,612)
|
(11,016)
|
Finance costs paid
|
(6,550)
|
(8,716)
|
Total net cash received
|
57,264
|
49,881
|
Total net cash
received per share
The Company's total net cash
received3 divided by the weighted average number of
shares.
|
30 Sep
|
30 Sep
|
|
2024
|
2023
|
|
£'000
|
£'000
|
Total net cash received3
|
57,264
|
49,881
|
Weighted average number of shares
|
867,940,448
|
881,850,353
|
Total net cash
received per share (pence)
|
6.61
|
5.65
|
Total
shareholder return
A measure of the performance of a Company's
shares over time. It combines share price movements and dividends
to show the total return to the shareholder expressed as a
percentage. It assumes that dividends are reinvested in the shares
at the time the shares are quoted ex‑dividend.
This is a standard performance metric across the
investment industry and allows comparability across the
sector.
Source: Bloomberg
Weighted
average annualised yield
The weighted average yield on the investment
portfolio calculated based on the yield of each investment weighted
by the principal balance outstanding on such investment, expressed
as a percentage. It is calculated including borrower company
leverage but before any Company level leverage.
The yield forms a component of investment cash
flows used for the valuation of financial assets at fair value
through profit or loss under IFRS 9.
1. APM - refer to relevant APM above for further
information.
2. APM - refer to relevant APM above for further
information.
3. APM - refer to relevant APM above for further
information.
Glossary of terms
Adjusted earnings cover
Refer to APMs section above
Adjusted loan interest capitalised
Refer to APMs section above
Adjusted loan interest received
Refer to APMs section above
Adjusted net earnings
Refer to APMs section above
Aggregate downward revaluations since IPO
(annualised)
Refer to APMs section above
AGM
The Annual General Meeting of the
Company
AIB
AIB Group (UK)
AIC
Association of Investment Companies
AIC Code
AIC Corporate Governance Code
AIF
Alternative Investment Fund
AIFM
Alternative Investment Fund Manager
APMs
Alternative performance measures
Average life
The weighted average term of the loans in the
investment portfolio
Axpo
Axpo Solutions AG
Borrower
Owners of the Project Companies to which the
Company advances loans
Capture price
The actual electricity price achieved by a
generator in the market
Cash earnings cover
Refer to APMs section above
CBF
Community Benefit Fund
CfD
Contract-for-difference
CIF Law
Collective Investment Funds (Jersey) Law
1988
Clydesdale
Clydesdale Bank plc (trading as Virgin
Money)
Company
GCP Infrastructure Investments
Limited
C shares
A share class issued by the Company from time to
time. Conversion shares are used to raise new funds without
penalising existing shareholders. The funds raised are ring-fenced
from the rest of the Company until they are substantially
invested
Deferred shares
Redeemable deferred shares of £0.01 each in the
capital of the Company arising from C share conversion
Discount
Refer to APMs section above
Dividend cover
Earnings (under IFRS, adjusted or cash) for the
year compared to the dividend for the year
Dividend yield
Refer to APMs section above
Earnings cover
Refer to APMs section above
EEA
European Economic Area
EPC
Energy Performance Certificate
ESG
Environmental, social and governance
EU
European Union
FCA
Fellow Chartered Accountant
FiT
Feed-in tariff
FRC
Financial Reporting Council
FTE
Full-time equivalent
GB market
UK electricity market
GCP Asset Backed
GCP Asset Backed Income Fund Limited
GHG Protocol
Greenhouse gas protocol
GRESB
Global Real Estate Sustainability
Benchmark
GWh
Gigawatt hours
HMT
His Majesty's Treasury
IFRS
International Financial Reporting
Standards
Interest cover
Refer to APMs section above
IPCC
Intergovernmental Panel on Climate
Change
IPO
Initial public offering
IRR
Internal rate of return
ISDA
International Swaps and Derivatives
Association
ISO
International Organisation for
Standardisation
ISSB
International Sustainability
Standards
Jersey Company Law
The Companies (Jersey) Law 1991 (as
amended)
JFSC
Jersey Financial Services Commission
KPIs
Key performance indicators
KPMG
KPMG Channel Islands Limited
LBCM
Lloyds Bank Corporate Markets plc
Lloyds
Lloyds Group plc
Loan interest accrued
Refer to APMs section above
Loan to value
Refer to APMs section above
LSE
London Stock Exchange
MEES
Minimum Energy Efficiency Standards
Mizuho
Mizuho Bank
MW
Megawatt
NAV
Net asset value
NAV total return
Refer to APMs section above
NED
Non-executive Director
OBR
The Office for Budget Responsibility
Official List
The Official List of the UK FCA
Ordinary shares
The ordinary share capital of the
Company
PFI
Private finance initiative
PPA
Power purchase agreement
PPP
Public-private partnership
PPS
Pence per share
Premium
Refer to APMs section above
PRI
Principles for Responsible Investment
Project Company
A special purpose company which owns and
operates an asset
Public sector backed
All revenues arising from UK central Government
or local authorities or from entities themselves substantially
funded by UK central Government or local authorities, obligations
of NHS Trusts, UK registered social landlords and universities and
revenues arising from other Government-sponsored or administered
initiatives for encouraging the usage of renewable or clean energy
in the UK
Pull-to-par
The effect on income recognised in future
periods from the application of a new discount rate to an
investment
RBSI
Royal Bank of Scotland International
Limited
RCF
Revolving credit facility with AIB (UK) plc,
Lloyds Bank plc, Clydesdale Bank plc (trading as Virgin Money) and
Mizuho Bank Limited (formerly with RBSI, AIB Group (UK) plc, Lloyds
Group plc, Clydesdale Bank plc and Mizuho Bank)
Rental indexation
Annual rent increase by an amount specified
in the lease
RHI
Renewable heat incentive
RNS
Regulatory News Service
ROCs
Renewable obligation certificates
Rothschild & Co
NM Rothschild and Sons Ltd
RPs
Registered Providers
RSH
Regulator of Social Housing
SBTi
Science Based Targets initiative
SEM
Irish Single Electricity Market
Senior ranking security
Security that gives a loan priority over other
debt owed by the issuer in terms of control and repayment in the
event of default or issuer bankruptcy
SFDR
The Sustainable Finance Disclosure
Regulation
SONIA
Sterling Overnight Interbank Average
rate
SPV
Special purpose vehicle through which the
Company invests
TCFD
Task Force on Climate-related Financial
Disclosures
Total expenses paid
Refer to APMs section above
Total net cash received
Refer to APMs section above
Total shareholder return
Refer to APMs section above
UK AIFM Regime
Together, The Alternative Investment Fund
Managers Regulations 2013 (as amended by The Alternative Investment
Fund Managers (Amendment etc.) (EU Exit) Regulations 2019)
and the Investment Funds sourcebook forming part of the UK FCA
Handbook, as amended from time to time
UK Code
UK Corporate Governance Code
UK ETS
UK Emissions Trading Scheme
UK FCA
Financial Conduct Authority
UN SDGs
United Nations Sustainable Development
Goals
Weighted average annualised yield
Refer to APMs section above
Weighted average discount rate
A rate of return used in valuation to convert a
series of future anticipated cash flows to present value under a
discounted cash flow approach. It is calculated with reference to
the relative size of each investment
UN SDGs and targets
SDG
3
Good
health and well-being
UN SDG target
3.8
Achieve universal health coverage, including
financial risk protection, access to quality essential healthcare
services and access to safe, effective, quality and affordable
essential medicines and vaccines for all.
SDG
4
Quality education
UN SDG target
4.1
By 2030, ensure that all girls and boys complete
free, equitable and quality primary and secondary education leading
to relevant and effective learning outcomes.
SDG
5
Gender equality
UN SDG target
5.5
Ensure women's full and effective participation
and equal opportunities for leadership at all levels of
decision-making in political, economic and public life.
SDG
7
Affordable and clean
energy
UN SDG target
7.2
By 2030, increase substantially the share of
renewable energy in the global energy mix.
SDG
8
Decent work and economic
growth
UN SDG target
8.3
Promote development-oriented policies that
support productive activities, decent job creation,
entrepreneurship, creativity and innovation, and encourage the
formalisation and growth of micro, small and medium-sized
enterprises, including through access to
financial services.
SDG
9
Industry, innovation and
infrastructure
UN SDG target
9.3
Increase the access of small-scale industrial
and other enterprises, in particular in developing countries, to
financial services, including affordable credit, and their
integration into value chains and markets.
UN SDG target
9.4
By 2030, upgrade infrastructure and retrofit
industries to make them sustainable, with increased
resource‑use efficiency and
greater adoption of clean and environmentally sound technologies
and industrial processes, with all countries taking action in
accordance with their respective capabilities.
SDG
11
Sustainable cities and
communities
UN SDG target
11.1
By 2030, ensure access for all to adequate, safe
and affordable housing and basic services and upgrade
slums.
SDG
15
Life
on land
UN SDG target
15.5
Take urgent and significant action to reduce the
degradation of natural habitats, halt the loss of biodiversity and,
by 2020, protect and prevent the extinction of threatened
species.
SDG
17
Partnerships for the
goals
UN SDG target
17.17
Encourage and promote effective public,
public‑private and civil
society partnerships, building on the experience and resourcing
strategies of partnerships.
Shareholder information
Key dates for
2025
February
Annual General Meeting
March
Company's half-year end
Payment of first interim dividend
June
Half-yearly results announced
Payment of second interim dividend
September
Company's year end
Payment of third interim dividend
December
Payment of fourth interim dividend
December
Annual results announced
Frequency of
NAV publication
The Company's NAV is released to the LSE via RNS
on a quarterly basis and is published on the Company's
website.
Sources of
further information
Copies of the Company's annual and
half‑yearly reports, stock
exchange announcements, investor reports and further information on
the Company can be obtained from the Company's website.
Warning to
users of this report
This report is intended solely for the
information of the person to whom it is provided by the Company,
the Investment Adviser or the Administrator. This report is not
intended as an offer or solicitation for the purchase of shares in
the Company and should not be relied on by any person for the
purpose of accounting, legal or tax advice or for making an
investment decision. The payment of dividends and the repayment of
capital are not guaranteed by the Company. Any forecast, projection
or target is indicative only and not guaranteed in any way, and any
opinions expressed in this report are not statements of fact and
are subject to change, and neither the Company nor the Investment
Adviser is under any obligation to update such
opinions.
Past performance is not a reliable indicator of
future performance, and investors may not get back the original
amount invested. Unless otherwise stated, the sources for all
information contained in this report are the Investment Adviser and
the Administrator. Information contained in this report is believed
to be accurate at the date of publication, but neither the Company,
the Investment Adviser nor the Administrator gives any
representation or warranty as to the report's accuracy or
completeness. This report does not contain and is not to be taken
as containing any financial product advice or financial product
recommendation. Neither the Company, the Investment Adviser nor the
Administrator accept any liability whatsoever for any loss (whether
direct or indirect) arising from the use of this report or its
contents.
Corporate information
The
Company
GCP
Infrastructure Investments Limited
IFC 5
St Helier
Jersey JE1 1ST
Contact:
jerseyinfracosec@apexgroup.com
Corporate website: www.gcpinfra.co.uk
Directors
Andrew Didham (Chairman)
Julia Chapman (Senior Independent
Director)
Michael Gray
Steven Wilderspin
Dawn Crichard
Alex Yew
Administrator,
Company Secretary and Registered Office of the
Company
Apex
Financial Services (Alternative Funds) Limited
IFC 5
St Helier
Jersey JE1 1ST
Tel: +44 (0)1534 722787
Adviser on
English law
Stephenson Harwood LLP
1 Finsbury Circus
London EC2M 7SH
Adviser on
Jersey Company Law
Carey Olsen Jersey LLP
47 Esplanade
St Helier
Jersey JE1 0BD
Depositary
Apex
Financial Services (Corporate) Limited
IFC 5
St Helier
Jersey JE1 1ST
Financial
adviser and joint brokers
Stifel Nicolaus Europe
Limited
150 Cheapside
London EC2V 6ET
Tel: +44 (0)20 7710 7600
RBC
Capital Markets
100 Bishopsgate
London EC2N 4AA
Independent
Auditor
KPMG
Channel Islands Limited
37 Esplanade
St Helier
Jersey JE4 8WQ
Investment
Adviser, AIFM and Security Trustee
Gravis Capital Management
Limited
24 Savile Row
London W1S 2ES
Tel: +44 (0)20 3405 8500
Operational
bankers
Barclays Bank PLC, Jersey
Branch
13 Library Place
St Helier
Jersey JE4 8NE
BNY
Mellon
1 Piccadilly Gardens
Manchester M1 1RN
Lloyds Bank International
Limited
9 Broad Street
St Helier
Jersey JE4 8NG
Royal Bank of Scotland International
Limited
71 Bath Street
St Helier
Jersey JE4 8PJ
Public
relations
Burson Buchanan
Limited
107 Cheapside
London EC2V 6DN
Registrar
Link
Market Services (Jersey) Limited
IFC 5
St Helier
Jersey JE1 1ST
Valuation
Agent
Forvis Mazars LLP
Tower Bridge House
St Katharine's Way
London E1W 1DD
For further information, please
contact:
Gravis Capital Management Limited
Philip Kent
Max Gilbert
|
+44 (0)20
3405 8500
|
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|
RBC Capital
Markets
Matthew Coakes
Elizabeth Evans
|
+44 (0)20
7653 4000
|
|
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Stifel
Nicolaus Europe Limited
Edward Gibson-Watt
Jonathan Wilkes-Green
|
+44 (0)20
7710 7600
|
|
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Buchanan Buchanan Limited
Helen Tarbet
Samuel Adams
Henry Wilson
|
+44 (0)20
7466 5000
|
Notes to the Editor
About GCP Infra
GCP Infra is a closed-ended
investment company and FTSE-250 constituent, its shares are traded
on the main market of the London Stock Exchange. The Company's
objective is to provide shareholders with regular, sustained,
long-term distributions and to preserve capital over the long term
by generating exposure to UK infrastructure debt and related and/or
similar assets.
The Company primarily targets
investments in infrastructure projects with long term, public
sector-backed, availability-based revenues. Where possible,
investments are structured to benefit from partial inflation
protection. GCP Infra is advised by Gravis Capital Management
Limited.
GCP Infra has been awarded
with the London Stock Exchange's Green Economy
Mark in recognition of its contribution to positive environmental
outcomes.