REG - Aquila Eur Renwables Aquila Euro Rnw-AERI - Half-year Report
30/09/2025 07:00
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RNS Number : 2890B Aquila European Renewables PLC 30 September 2025
AQUILA EUROPEAN RENEWABLES PLC
LEI No: 213800UKH1TZIC9ZRP41
HALF-YEARLY REPORT
FOR THE SIX MONTHS ENDED 30 JUNE 2025
INVESTMENT OBJECTIVE
The Company's Investment Objective is to realise all existing assets in the
Company's portfolio in an orderly manner.
HIGHLIGHTS
FINANCIAL INFORMATION
as at 30 June 2025
30 June 2025 30 June 2024
Ordinary Share Price (cents) 62.6 64.9
NAV per Ordinary Share (cents)(1) 73.9 88.7
Ordinary Share price Discount to NAV(1) (15.3%) (26.9%)
Net Assets (EUR million) 279.3 335.3
Dividend Yield(4) 5.0% 8.9%
Dividends per Ordinary Share (cents)(3) 1.58 2.9
Ongoing Charges(1,5) 1.0% 1.1%
Total NAV Return per Ordinary Share(1,2) (10.9%) (7.1%)
1. This disclosure is considered to represent the Company's alternative
performance measures ("APMs"). Definitions of these APMs and other performance
measures used, together with how these measures have been calculated, can be
found below. All references to cents are in euros, unless stated otherwise.
2. Calculation based on NAV per Ordinary Share in euros, includes
dividends and assumes no reinvestment of dividends.
3. Dividends paid/payable and declared relating to the period.
4. Dividend yield is calculated by annualising the dividends paid year
to date per share by the current market share price as at 30 June 2025.
5. Calculation based on average NAV over the period and regular
recurring annual operating costs of the Company, further details can be found
below.
AT A GLANCE
Portfolio Breakdown(1)
Diversified Technologies
Solar PV - 230.7 MWp
Wind energy - 174.8 MW
As a result of the diversification of generation technologies, the seasonal
production patterns of these asset types complement each other, balancing cash
flow, whereas the geographic diversification serves to reduce exposure to any
one single energy market.
CHAIRMAN'S STATEMENT
INTRODUCTION
In the first half of 2025, the Company continued to implement its Managed
Wind-Down strategy, progressing realisations where market conditions have
allowed. As at the date of this Interim Report, the Company has completed the
sale of Sagres (its hydropower investment in Portugal) at the 31 December 2024
valuation, adjusted for distributions received prior to the transaction's
completion in June 2025. This was the second significant disposal after the
realization of the Tesla investment in September 2024.
As detailed in the Company's announcement 'Update on Sales Process' published
on 28 July 2025, the Company and its advisers underwent a significant amount
of work to progress a potential transaction with the previous preferred
bidder. While a transaction for the Company's wind and solar PV assets has not
been concluded, active sale processes are ongoing in close coordination with
the Company's financial adviser, Rothschild & Co, and further updates will
be provided to shareholders as soon as possible in the fourth quarter of 2025.
The Company is approaching the final stages of a potential sale of a portion
of the portfolio and intends to update shareholders imminently. The Board is
very mindful of the Shareholders' objectives and continues to work hard with
its advisers to deliver on these.
The current market for renewable generation investments in Europe has been
influenced by several factors:
(i) lower-than-expected resource, with the Company's assets affected
by subdued wind conditions and below-average solar irradiation;
(ii) electricity prices in the first half of 2025 coming in below
expectations, alongside a substantial reduction in forward price forecasts
since the end of 2024; and
(iii) increased cost pressures, particularly in relation to grid
balancing activities.
These factors, combined with a decision to increase the discount rates applied
to the valuation of the Company's investments to reflect the current high risk
environment and in line with listed peers, resulted in a 12.8% decrease in the
gross asset value and a 10.2% reduction in net asset value between 31 December
2024 and 30 June 2025.
The Company's share price moved from 66.0 cents at 31 December 2024 to 62.6
cents at 30 June 2025, and subsequently to 42 cents as at 26 September 2025,
representing a 43% discount to the 30 June 2025 NAV.
KEY DEVELOPMENTS
As referred to in the Introduction, in June 2025, the Company sold its 17.99%
stake in its hydropower investment in Portugal, referred to as Sagres, to the
other joint shareholders. The internal rate of return (IRR) achieved on this
project was 9.59%, a good result. Sagres is a 107.6 MW operational hydropower
plant in Portugal, which the company acquired in 2019. The proceeds from the
sale were retained and support the Company's working capital requirements,
which no longer have access to the revolving credit facility ("RCF"), which
was cancelled in April 2025 in order to reduce expenses. A consequence of
cancelling the RCF was a requirement to use cash of EUR 2.8 million to
collateralise guarantees relating to dismantling obligations associated with
the Company's Spanish solar PV investments.
PERFORMANCE
The Company's NAV per Ordinary Share was 73.9 cents as at 30 June 2025,
resulting in a NAV total return per Ordinary Share of -10.9%, including
dividends during the period. Movement in the NAV was driven by various
factors. On one hand there has been a reduction in expected European power
price curves, which on average fell across the portfolio over the next five
years contributing to a decline in NAV (around 4.6%). On the other hand, the
portfolio discount rate increased to 8.8% in line with listed peers and due to
a combination of rising beta values, higher risk-free rates across financial
markets, and additional risk premia applied to certain assets to account for
local market challenges. This change resulted in a further decline in NAV
(approximately 5.2%).
In 2025, the Company has paid or declared dividends of 1.58 cents per Ordinary
Share. Since the IPO in June 2019, the Company has returned EUR 122.5 million
to shareholders in the form of dividends and share buybacks, equivalent to
29.7% of total raised capital.(1)
Over the reporting period, total revenue was 31.2% below budget due to
persistently lower short-term electricity spot market prices across most
portfolio markets. This reflects the continued decline in commodity prices
compared to the previous year, subdued power demand from a mild winter across
Europe, and further downward pressure on Guarantee of Origin ("GoO") prices.
Additionally, high gas storage levels throughout 2024 sustained lower power
prices, which particularly impacted the merchant-exposed part of the portfolio
- currently accounting for 52.2% of total revenues. Production was 24.4% below
budget during the 12-month period, primarily due to lower irradiation for the
solar portfolio, curtailment of the Iberian solar PV assets during periods of
negative power prices and lower than forecast average wind resource in the
Nordics. This in turn was partially offset by continued strong performance
from the hydropower portfolio due to higher-than-forecast water availability,
sustaining a strong positive trend for the hydropower portfolio since June
2023.
ESG
Despite the Company being in Managed Wind-Down, the portfolio continues to
contribute towards the UN Sustainable Development Goals to ensure access to
affordable, reliable, sustainable and modern energy for all. Full details of
the Company's approach to combating climate change, enhancing biodiversity,
boosting regional and local community engagement, ensuring sustainable supply
chain management and best-practice labour standards, as well as other
environmental and social topics, can be found in this dedicated report.
OUTLOOK
The Board remains confident in the long-term fundamentals of the European
renewable energy sector, supported by the urgent need to decarbonise energy
systems, favourable European regulatory frameworks promoting energy security,
and expected growth in power demand from industrial recovery, electrification
of heat and transport, and the expanding requirements of data centres and
artificial intelligence ("AI"). AI in particular is anticipated to be a
significant driver of future energy consumption, underscored by the European
Commission's recent EUR 200 billion investment pledge in AI.
In the context of the Company's Managed Wind-Down, the Board's priority is to
complete the asset sale programme efficiently, while safeguarding value and
returning capital to shareholders in a timely and cost-effective manner.
IAN NOLAN
Chairman
30 September 2025
1. Raised capital including shares issued to the Investment Adviser as
payment of the management fee.
INVESTMENT ADVISER'S REPORT
Leader in Investment and Asset Management in European Renewables
Overall CO₂eq emissions avoided(2
) 3.4 million tonnes
Green energy produced(2)
11.8 TWh
Households supplied(2)
3.3 million
INVESTMENT ADVISER BACKGROUND(1
) Aquila Capital Investmentgesellschaft mbH ('Aquila Capital') is one of the
leading investment and industrial development companies, managing over EUR
15.4 billion on behalf of institutional investors worldwide and running one of
the largest clean energy portfolios in Europe. Over the past two decades,
Aquila Capital and its subsidiaries have committed themselves to supporting
the clean energy transition and creating a more sustainable world.
Additionally, it has projects in sustainable real estate and green logistics,
either completed or under development. Aquila Capital also invests in energy
efficiency, carbon forestry and data centres.
The Investment Adviser's expert investment teams comprise 700 employees
worldwide. Moreover, the strategic partnership entered into in 2019 with
Japan's Daiwa Energy & Infrastructure draws on its sector networks and
experience to screen, develop, finance, manage and operate investments along
the entire value chain. As this business model requires local management
teams, Aquila Capital is represented across 19 investment offices.
Aquila Capital's in-house Markets Management Group ("MMG"), a team of experts
dedicated to sourcing and structuring Power Purchase Agreements ("PPAs"),
market analysis, trading, origination, FX, interest rates and other hedging
products, has facilitated the Company's proactive approach to hedging and risk
management. Since its inception, the team has structured, negotiated and put
in place more than 32 PPAs and has created an extensive network of offtakers,
being recognised as one of the most important players in the European
landscape. The ultimate aim is to secure stable revenues whilst always
ensuring the best possible risk-adjusted return. MMG also supports the rest of
the teams within Aquila by providing market insights, analysis, research and
regulatory knowledge. It also undertakes regular reporting on market evolution
and events and ad hoc research to identify emerging market trends.
The Company's Alternative Investment Fund Manager ("AIFM"), FundRock
Management Company (Guernsey) Limited, has appointed Aquila Capital as its
Investment Adviser for the Company. Aquila Capital's key responsibilities are
to originate, analyse and assess suitable renewable energy infrastructure
investments and advise the AIFM accordingly, as well as to provide Asset
Management services.
The Investment Adviser announced a strategic partnership with Commerzbank AG
on 18 January 2024 aimed at significantly accelerating the Investment
Adviser's growth into one of the leading asset managers for sustainable
investment strategies in Europe. Commerzbank is a major listed European
banking institution serving a diverse client base of around 26,000 corporate
client groups and nearly 11 million private and corporate clients, with a
global presence in more than 40 countries.
1. Figures presented in this section refer to Aquila Group.
2. Data as at 31 December 2024, based on current portfolio of the Aquila
Group. For details on the methodology for avoided emissions, refer to:
https://www.aquila-capital.de/fileadmin/user_upload/PDF_Files_Whitepaper-Insights/20231121_LAE_White_paper_EN.pdf
(http://www.aquila-capital.de/fileadmin/user_upload/PDF_Files_Whitepaper-Insights/20231121_LAE_White_paper_EN.pdf)
As part of this partnership, Commerzbank acquired a 74.9% stake in Aquila
Capital, whilst ensuring its continued managerial independence, which will
remain autonomous in terms of operations, investment decisions, product
development and brand representation. The parent company of the Investment
Adviser, Aquila Group, will remain engaged as a shareholder with its remaining
25.1% shareholding. The transaction was completed following the receipt of the
required regulatory approvals on 3 June 2024. At the end of May 2025,
portfolio manager Michael Anderson resigned from Aquila Capital to pursue
other interests. Alex Betts has taken over his duties as portfolio manager in
the team responsible for AER. Alex is a highly experienced professional with
well over 30 years of experience in corporate finance and as a private equity
principal investor. Alex joined Aquila five years ago and is based in London.
Current Renewables Portfolio of Aquila Group in Europe(1):
Portfolio Capacity(2)
Wind energy
4,702 MW
1,010 WTGs
Solar PV
15,733 MWp
370 PV parks
Hydropower
1,050 MW
295 plants
Energy storage systems
4,190 MW
15 projects
19 Offices
1. Map is shown for illustrative purposes only. Exact locations of
offices and assets might deviate. Points indicate one or more assets and are
not indicative of size.
2. Data as at 31 December 2024, including historical divestments.
INVESTMENT PORTFOLIO
Project Technology Country Capacity(1) Status COD(2) Asset Life Equipment Manufacturer Energy Offtaker(3) Offtaker Ownership in Asset Leverage(4) Acquisition
from COD
Date
Holmen II Wind energy Denmark 18.0 MW Operational 2018 25y Vestas FiP Energie.dk 100.0% 33.1% July 2019
Olhava Wind energy Finland 34.6 MW Operational 2013-2015 30y Vestas FiT Finnish Energy 100.0% 26.6% September 2019
Svindbaek Wind energy Denmark 32.0 MW Operational 2018 29y Siemens FiP Energie.dk 99.9% 17.7% December 2019 & March 2020
The Rock Wind energy Norway 400.0 MW Operational 2022 30y Nordex PPA Alcoa 13.7%3 63.8% June 2020
Benfica III Solar PV Portugal 19.7 MW Operational 2017, 40y AstroNova PPA Axpo 100.0% 0.0% October 2020
Albeniz Solar PV Spain 50.0 MW Operational 2020 40y Canadian Solar PPA Statkraft 100.0% 25.1% December 2020
Desfina Wind energy Greece 40.0 MW Operational 2022 25y Enercon FiP DAPEEP 89.0%5 54.9% December 2020
Ourique Solar PV Portugal 62.1 MW Operational 2020 40y Suntec CfD ENI 50.0%3 0.0% June 2021
Greco Solar PV Spain 100.0 MW Operational 2019 40y Jinko PPA Statkraft 100.0% 30.2% March 2022
Tiza Solar PV Spain 30.0 MW Operational 2023 40y Canadian Solar PPA Axpo 100.0% 33.5% June 2022
---------------
Total (AER Share) 405.5 MW
=========
1. Installed capacity at 100% ownership.
2. COD = Commissioning date.
3. PPA = Power Purchase Agreement, FiT = Feed-in tariff. FiP = Feed-in
premium, CfD = Contract for Difference.
4. Leverage level calculated as a percent of debt plus fair value as at
30 June 2025.
5. Represents voting interest. Economic interest is approximately 89.9%.
PORTFOLIO UPDATE AS AT 30 JUNE 2025
Sagres
In June 2025, the Company sold its 17.99% stake in its hydropower investment
in Portugal, referred to as Sagres, to the other joint shareholders. The
internal rate of return (IRR) achieved on this project was 9.6%. Sagres is a
107.6 MW operational hydropower plant in Portugal, which the company acquired
in 2019.
The Board is working with its advisers to explore options to return surplus
capital to shareholders following the receipt of Sagres sale proceeds.
Olhava
Olhava is in lock-up following debt covenant breaches driven by a combination
of factors including lower than forecast realised power prices and production,
elevated grid balancing costs and high debt repayment obligations, which are
expected to ease from the end of 2025. It has been necessary to make equity
cure payments from the resources of the company which owns Olhava and agree
that payments under the shareholder loan and of dividends are suspended until
the end of December 2025. In September 2025 an additional equity cure of EUR
508k was paid from the Company's resources. While asset liquidity remains
stable although revenue and cost risks persist from the impending expiry of
the feed-in tariff for most turbines and elevated grid balancing reserves,
constructive discussions with the bank continue in order to modify the terms
of the loan, which are likely to result in the lock up period being extended.
The Board and Investment Adviser continue to monitor the asset's performance
closely against a background of difficult market trading conditions.
Debt
The Board decided to let the revolving credit facility expire on 18 April
2025, minimising fees and expenses going forward. As a result, Tesseract
Holdings Limited used EUR 2.8 million of its cash to collateralise the
remaining outstanding bank guarantees of approximately EUR 2.8 million, which
support dismantling obligations associated with the Company's Spanish solar PV
assets.
CONTRACTED REVENUE POSITION(1)
Revenue Mix - Existing Contracts
Present Value of Revenues (Five Years)(2)
The Board and Investment Adviser are not actively entering into new hedging
opportunities unless the commercial terms are compelling given the Board's
focus on the Managed Wind-Down process. In the first half of 2025 the share of
production sold at market prices was 52.2 compared with 49.0% as at the end of
2024.
Contracted revenue net present value(1
) EUR 196.7m
Contracted revenue(1,2) (aggregate over asset life)
EUR 301.6m
Contracted revenue over the next five years(2
) 47.8%
Weighted average contracted revenue life
9.9 years
1. Contracted revenue as at 30 June 2025, discounted by the weighted
average portfolio discount rate.
2. Aggregate contracted revenue over entire asset life (not discounted).
FINANCIAL PERFORMANCE
PERFORMANCE(1)
Electricity Production (GWh) Variance
1H25 against
Technology Region 1H25 1H24(1) Variance (%) P50 budget
Wind energy Denmark, Finland, Norway, Greece 206.7 226.1 (8.6%) (17.2%)
Solar PV Portugal, Spain 159.5 190.9 (16.5%) (32.1%)
--------------- --------------- --------------- ---------------
Total 366.2 417.0 (12.2%) (24.4%)
========= ========= ========= =========
Load Factors
Technology 1H25 1H24
Wind energy 30.0% 30.7%
Solar PV 14.0% 18.8%
--------------- ---------------
Total 24.9% 27.4%
========= =========
Technical Availability(2)
Technology 1H25 1H24
Wind energy 96.1% 93.6%
Solar PV 92.4% 99.3%
--------------- ---------------
Total 94.6% 96.9%
========= =========
Revenues(3) (EUR million)
Technology 1H25 1H24 Variance (%)
Wind energy 10.9 14.3 (23.5%)
Solar PV 7.1 9.2 (22.5%)
--------------- --------------- ---------------
Total 18.0 23.4 (23.1%)
========= ========= =========
1. Value adjusted for the assets sold so that a comparison is possible.
2. Average technical availability based on weighted installed capacity
(AER share).
3. Includes merchant revenue, contracted revenue and other revenue (e.g.
Guarantees of Origin, Electricity Certificates).
1H25 Monthly Production Performance vs. Budget
The portfolio's production was 24.4% below budget over the reporting period,
primarily due to lower irradiation for the solar portfolio, curtailment of the
Iberian solar PV assets due to periods of negative market prices (c. 33% below
forecast) and a combination of low irradiation and a failure of a transformer
in Portugal, which resulted in 2 months of reduced capacity (now resolved) at
the Ourique plant (ca. 29% below forecast). The production of the portfolio
was also affected from poor wind conditions in Denmark and Greece (c. 21%
below forecast) technical availability issues such as icing in Norway &
Finland (c. 14% below forecast). Due to these factors, the portfolio weighted
average technical availability over the reporting period standing at 94.6%
(1H24: 96.9%).
If the technical availability of a plant falls below the guaranteed level, the
compensation is contractually defined in the respective EPC or O&M
agreement in the form of liquidated damages. However, for certain assets, this
compensation is calculated based on the annual technical availability. As long
as the year-end value remains above the guaranteed threshold, no liquidated
damages are payable.
In Spain, technical curtailments may be compensated (real-time at spot price),
while day-ahead curtailments are not. Commercial curtailments due to negative
prices are not covered by PPAs and excluded from revenues. For wind assets
with baseload PPAs, curtailed volumes must be bought back on the spot market,
usually without compensation. By contrast, Iberian PV assets are generally
contracted under pay-as-produce PPAs, which avoid market buy-back obligations
in case of curtailments or low production.
GEARING(1)
EUR million As at As at Variance (%)
30 June 2025
31 December 2024
NAV 279.3 320.2 (12.8)%
Debt(2) 144.7 151.9 (4.7)%
GAV 424.0 472.2 (10.2)%
Debt (% of GAV)(3) 34.1 32.2
Project debt weighted average maturity (years) 8.1 10.7
Project debt weighted average interest rate (%)(4) 3.1 3.1
========= ========= =========
In the first half of 2025, a total of EUR 4.1 million in bank financing was
repaid excluding the external debt of Sagres included in the amount as at 31
December 2024.
As of 30 June 2025, Olhava's historic DSCR ratio (at 0.91x) was again below
the default threshold of 1.05x under the bank financing with SEB. The breach
is due principally to low power prices in the market. It has been necessary to
make equity cure payments from the resources of the company which owns Olhava
and agree that payments under the shareholder loan and of dividends are
suspended until the end of December 2025. In September 2025 an additional
equity cure of EUR 508k was paid from the Company's resources. Constructive
discussions with the bank are ongoing to modify the terms of the loan, which
are likely to result in the lock up period being extended.
DEBT SUMMARY AS AT 30 JUNE 2025
Project AER Share Drawn Debt Currency Bullet/amortising Maturity Hedged Type
(EUR million)
Proportion
Olhava 100.0% 8.1 EUR Fully amortising Dec-30/Sep-31 100.0% Bank Debt
Holmen II 100.0% 9.8 DKK Fully amortising Dec-37 92.6% Bank Debt
Svindbaek 99.9% 6.2 DKK Fully amortising Dec-37 100.0% Bank Debt
The Rock: USPP Bond 13.7% 29.9 EUR Fully amortising Sep-45 100.0% Debt Capital Markets
The Rock: Green Bond 13.7% 10.9 EUR Bullet Sep-26 100.0% Debt Capital Markets
Desfina 89.0% 31.3 EUR Fully amortising Dec-39 100.0% Bank Debt
Albeniz 100.0% 10.6 EUR Partly amortising Dec-28 90.0% Bank Debt
Jaén 100.0% 11.9 EUR Partly amortising Dec-28 90.0% Bank Debt
Guillena 100.0% 16.4 EUR Partly amortising Dec-28 90.0% Bank Debt
Tiza 100.0% 9.4 EUR Partly amortising Dec-28 90.0% Bank Debt
--------------- ---------------
Total 144.7 95.3%
========= =========
1. Foreign currency values converted to EUR as at 30 June 2025. Data
represents AER's share of debt. AER share of Desfina debt based on voting
interest.
2. Debt corresponds to senior debt secured at project level.
3. This disclosure is considered to represent the Company's alternative
performance measures ("APMs"). Definitions of these APMs and other performance
measures used, together with how these measures have been calculated, can be
found below. All references to cents are in euros, unless stated otherwise.
4. Weighted average all in interest rate for EUR denominated debt. DKK
denominated debt has an average weighted interest rate of 2.7% (31 December
2024: 2.8%).
VALUATION
The Company's NAV as at 30 June 2025 was EUR 279.3 million or 73.9 cents per
Ordinary Share (31 December 2024: EUR 320.2 million or 84.7 cents per
Ordinary Share). This represents a NAV total return of -10.9% per Ordinary
Share (2024: -8.2%) including dividends.
Dividends of EUR 6.0 million (1.58 cents per Ordinary Share) were paid during
the reporting period.
The main drivers of NAV movement in the value of investments in the reporting
period include:
· Reductions in forecast European power price curves, which on
average across the portfolio decreased over the next 5 years compared to the
last quarter, accounting for 4.6% of the decline in NAV; and
· An increase to the portfolio discount rate to 8.8% in line with
the company listed peers due to the following reasons:
o Increase in risk free rate especially in the long run due to ongoing
uncertainties in the markets (international conflicts, US tariff policy)
o Higher return expectations reflecting the challenging environment for wind
and solar investments
o Change in power price mix applied to the Northern Europe Wind investments
leading to higher cash flow forecasts and consequently higher discount rate
o As a result, the increase in the portfolio discount rate accounted for a
5.2% decline in NAV.
VALUATION METHODOLOGY
The Company owns 100.0% of its subsidiary Tesseract Holdings Limited ("HoldCo"
or "THL"). The Company meets the definition of an investment entity as
described by IFRS 10. As such, the Company's investment in the HoldCo is
valued at fair value.
The Company has acquired underlying investments in SPVs through its investment
in the HoldCo. The Investment Adviser has carried out fair market valuations
of the SPV investments as at 30 June 2025 and the Directors are satisfied with
the methodology, the discount rates and key assumptions applied, and the
valuations.
All SPV investments are at fair value through profit or loss and are valued
using the IFRS 13 framework for fair value measurement. The economic
assumptions shown below were used in the valuation of the SPVs.
VALUATION ASSUMPTIONS
As at 30 June 2025
Discount rates The discount rate used in the valuations is calculated according to
internationally recognised methods. Typical components of the discount rate
are risk free rates, country-specific and asset-specific risk premia.
Power price Power prices are based on power price forecasts from leading market analysts.
The forecasts are independently sourced from providers with coverage in almost
all European markets as well as providers with regional expertise. The
approach is consistently applied to all asset classes (wind and solar PV) and
typically remains unchanged using a blend of two power price curve providers.
However, in respect of the valuations for wind investments in Northern Europe,
the Investment Adviser decided to not use the latest power price forecasts
from one provider due to inconsistencies and differences in key long-term
assumptions over the last forecast periods. The investment advisor is
currently performing an in-depth analysis to consider whether to adjust the
power price curve mix for Northern Europe.
In the meantime, the valuations of wind Investments in Northern Europe are
based on just one power price curve provider.
Energy yield/load factors Estimates are based on third party energy yield assessments, which consider
historic production data (where applicable) and other relevant factors.
Inflation rates Long-term inflation is based on the monetary policy of the European Central
Bank.
Asset life In general, an operating life of 25 to 30 years for onshore wind and 40 years
for solar PV is assumed. In individual cases, a longer operating life is
assumed where the contractual arrangement (i.e. O&M agreement with
availability guarantee) supports such an assumption.
Operating expenses Operating expenses are primarily based on respective contracts and, where not
contracted, on the assessment of a technical adviser.
Taxation rates Underlying country-specific tax rates are derived from due diligence reports
from leading tax consulting firms.
VALUATION SENSITIVITIES
The fair value of the Company's investment in HoldCo is ultimately determined
by the underlying fair values of the SPV investments. As such, sensitivity
analysis is produced to show the impact of reasonable changes in key
assumptions adopted to arrive at the SPV valuation.
For each of the sensitivities, it is assumed that potential changes occur
independently of each other with no effect on any other base case assumption,
and that the number of investments in the SPVs remains static throughout the
modelled life.
The NAV per share impacts from each sensitivity are shown below:
(i) Discount Rates
The DCF valuation of the SPV investments represents the largest component of
the NAV of the Company and the key sensitivities are considered to be the
discount rate used in the DCF valuation assumptions.
The weighted average valuation discount rate applied to calculate the SPV
valuation is 8.8% at 30 June 2025 (2024: 7.3%). An increase or decrease in
this rate by 0.5% at project level has the following effect on valuation:
-0.5% Change +0.5% Change
Discount rate NAV per NAV Total NAV NAV NAV per
Share Impact
Impact
Value
Impact
Share Impact
(EUR cents)
(EUR '000)
(EUR '000)
(EUR '000)
(EUR cents)
Valuation as of 30 June 2025 3.3 291,986 279,328 267,631 (3.1)
========= ========= ========= ========= =========
(ii) Power Price
Long-term power price forecasts are provided by leading market consultants and
are updated quarterly. The sensitivity below assumes a 10% increase or
decrease in merchant power prices relative to the base case for every year of
the asset life.
The sensitivity considers a flat 10% movement in power prices for all years,
i.e. the effect of adjusting the forecast electricity price assumptions in
each of the jurisdictions applicable to the SPV down by 10% and up by 10% from
the base case assumptions for each year throughout the operating life of the
SPV.
A change in the forecast electricity price assumptions by plus or minus 10%
has the following effect on valuation, as shown below.
-10% Change +10% Change
Power Price NAV per NAV Total NAV NAV NAV per
Share Impact
Impact
Value
Impact
Share Impact
(EUR cents)
(EUR '000)
(EUR '000)
(EUR '000)
(EUR cents)
Valuation as of 30 June 2025 (9.2) 244,459 279,328 313,163 8.9
========= ========= ========= ========= =========
(iii) ENERGY YIELD
The base case assumes a "P50" level of output. The P50 output is the estimated
annual amount of electricity generation (in MW) that has a 50% probability of
being exceeded both in any single year and over the long term and a 50%
probability of being underachieved. Hence the P50 is the expected level of
generation over the long term. The sensitivity illustrates the effect of
assuming "P90 10 years" (a downside case) and "P10 10 years" (an upside case)
energy production scenarios. A P90 10 years downside case assumes the average
annual level of electricity generation that has a 90% probability of being
exceeded over a ten-year period. A P10 10 years upside case assumes the
average annual level of electricity generation that has a 10% probability of
being exceeded over a ten-year period. This means that the SPV aggregate
production outcome for any given ten-year period would be expected to fall
somewhere between these P90 and P10 levels with an 80% confidence level, with
a 10% probability of it falling below that range of outcomes and a 10%
probability of it exceeding that range. The sensitivity does not include the
portfolio effect which would reduce the variability because of the
geographical diversification. The sensitivity is applied throughout the next
ten years.
The table below shows the sensitivity of the SPV value to changes in the
energy yield applied to cash flows from project companies in the SPV as per
the terms P90, P50 and P10 explained above.
Energy yield NAV per P90 Total NAV P10 NAV per
Share Impact
10 years
Value
10 years
Share Impact
(EUR cents)
(EUR '000)
(EUR '000)
(EUR '000)
(EUR cents)
Valuation as of 30 June 2025 (4.8) 261,239 279,328 301,772 5.9
========= ========= ========= ========= =========
(iv) Inflation Rates
The projects' income streams are principally a mix of government regulated
tariffs, fixed-price PPAs and merchant revenues. Government regulated tariffs
and fixed-price PPAs tend not to be inflation linked, whilst merchant revenues
are generally subject to inflation. The current contractual life of government
regulated tariffs and fixed-price PPAs are shorter than their respective asset
lives, meaning, from a valuation perspective, the assets are more exposed to
merchant revenues in the late asset life. As described earlier, the Company
intends to renew power price hedges (e.g. in the form of PPAs or other
mechanisms) before the existing contracts (PPAs and government-regulated
tariffs) expire. This rolling hedge strategy is not reflected in the
sensitivities illustrated above. The projects' management and maintenance
expenses typically move with inflation; however, debt payments are fixed. This
results in the SPV returns and valuation being positively correlated to
inflation. The SPVs valuation assumes long-term inflation of 2.0% p.a.
The sensitivity illustrates the effect of a 0.5% decrease and a 0.5% increase
from the assumed annual inflation rates in the financial model for each year
throughout the operating life of the SPV.
Inflation rates NAV per Total NAV NAV per
Share Impact
-0.5%
Value
+0.5%
Share Impact
(EUR cents)
(EUR '000)
(EUR '000)
(EUR '000)
(EUR cents)
Valuation as of 30 June 2025 (2.9) 268,383 279,328 290,971 3.1
========= ========= ========= ========= =========
(v) Asset Life
In general, an operating life of 25 to 30 years for onshore wind energy and 30
years for solar PV is assumed. In individual cases, a longer operating life is
assumed where the contractual set-up (i.e. O&M agreement with availability
guarantee) supports such an assumption.
The sensitivity below shows the valuation impact from a one-year adjustment to
the asset life across the portfolio.
Asset life NAV per Total NAV NAV per
Share Impact
-1 year
Value
+1 year
Share Impact
(EUR cents)
(EUR '000)
(EUR '000)
(EUR '000)
(EUR cents)
Valuation as of 30 June 2025 (1.0) 275,588 279,328 282,031 0.7
========= ========= ========= ========= =========
(vi) Operating Expenses
The sensitivity shows the effect of a 10.0% decrease and a 10.0% increase to
the base case for annual operating costs for the SPV, in each case assuming
that the change to the base case for operating costs occurs with effect from 1
January 2025 and that change is applied for the remaining life of the assets.
An increase or decrease in operating expenses by 10% at SPV level has the
following effect on valuation, as shown below.
Operating expenses NAV per Total NAV NAV per
Share Impact
-10%
Value
+10%
Share Impact
(EUR cents)
(EUR '000)
(EUR '000)
(EUR '000)
(EUR cents)
Valuation as of 30 June 2025 3.6 265,357 279,328 292,962 (3.7)
========= ========= ========= ========= =========
PORTFOLIO VALUATION - KEY ASSUMPTIONS
Metric 1H25 1H24
Discount rate Weighted average 8.8% 7.3%
Long-term inflation Weighted average 2.0% 2.0%
Remaining asset life1 Wind energy (years) 21 22
Solar PV (years) 35 35
Operating life assumption(2) Wind energy (years) 28 28
Solar PV (years) 40 40
Assumptions were made as at 30 June 2025, namely an increase in the individual
discount rates applied to the Company's investments in line with listed peers
and in order to reflect a combination of factors, including higher perceived
risks to the cash flows forecast to be generated from the investments and
current higher return expectations from investors in Wind and Solar PV
investments.
1. Remaining asset life based on net full load years. Does not consider
any potential asset life extensions.
2. Asset life assumption from date of commissioning.
VALUATION SENSITIVITIES
MARKET COMMENTARY AND OUTLOOK
Electricity Price Forecasts - All Assets (Weighted Average)(
) Power price forecasts used in respect of the period ended 30 June 2025
showed marked reductions in forecast wholesale power price forecasts,
particularly for the Company's wind investments over the next 5-10 years as
well as increases in the discount between the capture and wholesale prices
with the average discount widening by 16% in the next 5 years to 14% of the
wholesale price.
There was a significant widening of the discount between capture and wholesale
prices compared to Q4 2024. This reflects the stronger cannibalization effects
that occur as renewable penetration increases.
Changes to wholesale and capture power price forecasts for the Company's solar
PV investments were less significant although the capture price discount to
wholesale prices widened by 6% to an average discount of c. 28% over the next
10 years with this change offsetting slight improvements in wholesale power
price forecasts in these markets over the same period.
MARKET PRICES
In the first half of 2025, European power markets experienced strong
volatility. Prices rose early in the year, driven by higher gas costs,
seasonal demand, and lower wind generation, while the Iberian Peninsula
benefited from abundant hydro resources and milder weather. As the months
progressed, prices eased significantly across most regions, reflecting lower
seasonal demand, improved hydro reserves in the Nordics and Iberia, and
continued strong solar generation in southern Europe. Overall, the period was
marked by a sharp contrast between an initial surge in prices and a pronounced
correction later in the half-year, resulting in more balanced market
conditions by the end of June.
NORDICS
In the first half of 2025, the Nordic power market showed pronounced
volatility. During the first quarter, the system spot price averaged in the
mid-40s EUR/MWh, up significantly from the previous quarter, driven by higher
winter demand and elevated commodity prices. In contrast, the second quarter
saw prices fall to the mid-20s EUR/MWh, as hydro reservoirs approached 90
percent capacity, wind generation increased sharply-particularly in
Finland-and mild spring temperatures reduced heating demand. These conditions
also intensified wind cannibalization, with capture prices in Finland falling
by almost half compared to the winter months. While spot prices dropped, the
front-year forward contract remained more resilient, hovering in the mid-30s
EUR/MWh in both quarters, with a slight uptick in Q2 reflecting expectations
of tighter supply in the coming winter.
Over the past year, Finland's electricity balancing costs have risen
significantly, driven by a combination of structural market reforms and
growing variability in supply. Finland has introduced an automatic Frequency
Restoration Reserve (aFRR2) energy activation market, with 15 minute
settlement periods, and joined PICASSO, which have changed how imbalance
prices are determined (taking into account both aFRR and mFRR). These recent
reforms have increased the cost of even small deviations and led to more local
activations and more frequent activations, which in many cases come with
higher marginal costs.
IBERIA
Iberian power prices experienced a strong downward trend. Early in the year,
prices eased compared to the previous quarter, supported by higher hydro
availability, stable commodity prices, and above-average wind generation,
which reduced reliance on gas-fired generation. Spot prices averaged in the
mid-80s EUR/MWh, while front-year forward contracts were slightly lower than
in the previous quarter. During spring, prices fell sharply as record solar
output contributed a growing share of the generation mix and hydro reservoirs
recovered, leading to temporarily negative spot prices in May which prompted
curtailment of production to reduce losses. Solar capture prices dropped
significantly due to midday oversupply, while forward prices remained
relatively stable, reflecting ongoing gas price volatility despite abundant
renewable generation.
Spain is seeing a growing problem of technical curtailment, i.e. forced
reductions in renewable generation (especially solar and hydro), because the
grid cannot absorb or reliably manage the excess supply. Transmission and
distribution networks in Spain have not been reinforced at the same pace as
renewable build-out and some regions have substantial clusters of solar PV and
wind projects but limited grid evacuation capacity. When production is high,
the grid operator (REE) has to curtail generation to avoid overloads. For
their mitigation, REE has planned billions in grid reinforcement and
expansion, especially in Andalucía and Extremadura. Also, the development of
pumped hydro and battery storage will allow to store renewable power to be
used when more valued instead of being curtailed. Following the blackout last
March, REE has operated the grid in a "safe" mode, increasing the thermal
capacity in the mix and therefore penalizing especially PV operators.
GREECE
Power prices in Greece were more elevated than other European Greek power
prices showed strong volatility. In early 2025, prices averaged above 130
EUR/MWh, up from the previous quarter, driven by higher demand and reduced
solar and hydro output, which kept gas-fired plants as the main marginal
technology. During spring, prices fell sharply to the mid-80s EUR/MWh,
supported by a significant increase in solar generation and lower gas costs.
Wind capture prices declined substantially due to oversupply, reflecting the
growing impact of renewables on market dynamics.
OUTLOOK
The macroeconomic environment in the first half of 2025 has remained
challenging, but the Company expects gradual improvements in market conditions
over the remainder of the year. Key supportive factors include the potential
stabilization of energy commodity markets following the sharp price
corrections observed in spring and the continued easing of inflationary
pressures across the European Union. Nonetheless, inflation is likely to
remain elevated relative to the past decade, driven by structural trends such
as high labour demand supporting wage growth, ongoing energy transition costs,
constrained housing markets, de-globalisation, and elevated defence spending
amid geopolitical tensions, including the ongoing conflict in Ukraine and
rising uncertainties in the Middle East. Recent increases in European natural
gas prices highlight the persistent exposure of power markets to supply
disruptions and global competition for liquefied natural gas.
Despite these challenges, the Company remains confident in the long-term
outlook for the renewable energy sector. The urgent need to decarbonise energy
supply, coupled with supportive European regulatory frameworks, is expected to
continue driving investment. Rising power demand from industrial recovery,
electrification of transport and heat, and growing energy needs from data
centres and advanced AI applications will provide sustained growth
opportunities for the sector.
Aquila Capital Investmentgesellschaft mbH
30 September 2025
ENVIRONMENTAL, SOCIAL AND GOVERNANCE
1. Environmental
Aquila Group, the Investment Adviser of the Company, focuses on the investment
in, and development of, essential assets. This includes clean energy (wind
energy, solar PV, hydropower and battery storage), sustainable infrastructure
and specialty asset classes, such as carbon forestry and energy efficiency.
In 2022, Aquila Group formalised a mission to become one of the world's
leading sustainable investment and development companies for essential assets
by 2030. To show commitment to the mission, it set a Group-wide goal to avoid
1.5 billion tonnes of CO2e by 2035 in its portfolio's lifetime.
Using the appropriate tools, due-diligence procedures and experts, Aquila
Group ensures it identifies, assesses and mitigates all material ESG factors,
to protect investors from potential financial downside, while considering
their impact on society and the environment. In this context, Aquila Group, a
regulated entity, manages all relevant ESG elements using dedicated
subject-matter experts. Together, we are committed to the UN Sustainable
Development Goals, particularly climate action (SDG #13), clean energy (SDG
#7), industry innovation, and infrastructure (SDG #9).
AER is invested in a diversified portfolio of renewable energy infrastructure
investments, such as wind and solar parks, across continental Europe.
AER's Contribution to the UN Sustainable Development Goals
At least a 40.0% decline below 1990 levels in greenhouse gas emissions
A 32.0% share of renewables in the energy system
A 32.5% improvement in energy efficiency
AER's Contribution to the UN Sustainable Development Goals
Goal Overview Contribution
Towards
UN Sustainable
Development Goals
Ensure access to affordable, reliable, sustainable and modern energy for all · AER's portfolio produces renewable energy which contributes 7
towards Europe's electricity mix
AFFORDABLE AND CLEAN ENERGY
· Renewable energy is a cost-effective source of energy compared to
other options
· AER's investments in renewable assets help support and encourage
further investment in the industry
Build resilient infrastructure, promote inclusive and sustainable · AER targets renewable investments that are supported by high 9
industrialisation and foster innovation quality components and infrastructure to optimise the energy yield and
INDUSTRY, INNOVATION AND INFRASTRUCTURE
subsequent return to investors
· AER's investments help support the construction of shared
infrastructure (e.g. substations) which enables the further expansion of
renewable energy sources
· AER's Investment Adviser is responsible for monitoring and
optimising the Company's day-to-day asset performance. This process also
involves actively exploring how new technologies and other forms of innovation
can be utilised to enhance asset performance and sustainability (energy yield,
O&M, asset life)
Take urgent action to combat climate change and its impacts · The Company's 463.8 MW portfolio powered approximately 144.3 13
thousand households and avoided approximately 145.3 thousand tonnes of CO(2)
CLIMATE ACTION
emissions over the reporting period(1)
· As a signatory to the UN Principles for Responsible Investments
("UN PRI"), the Company's Investment Adviser has integrated ESG criteria all
along its investment process for real assets, which includes considerations of
climate change(1)
1. Actual AER contributions as at 31 December 2024. The CO2 equivalent
avoidance, the average European households supplied and household emissions
are approximations and do not necessarily reflect the exact impact of the
renewable energy projects. The cited sources of information are believed to be
reliable and accurate, however, the completeness, accuracy, validity and
timeliness of the information provided cannot be guaranteed and Aquila Capital
accepts no liability for any damages that may arise directly or indirectly
from the use of this information.
Environmental Initiatives
The natural environment around some of the Company's solar PV parks is the
Desierto de Tabernas National Park, situated to the southeast of Spain and
representing the only desert in the entire European continent. This
constitutes a rich biodiversity of environmental resources that is of
particular geological interest. Specialist advisers have been commissioned to
implement environmental measures to mitigate the impact of the solar PV plants
on the environment and create habitats for flora and fauna.
Several visits per month are made to implement the measures, monitor their
evolution and make necessary adjustments. Below is a selection of closely
monitored measures implemented across some of the Company's solar PV parks for
local flora and fauna.
Flora
· Translocation of rain-fed olive trees
· Planting of broom and palmetto trees to promote landscape
integration and the creation of biotopes appropriate for local species
· Clearing of vegetation through sheep grazing
· Regular maintenance measures and monitoring
Fauna
· Drinking troughs, feeding troughs and perches were installed in
order to suit the local fauna
· A hunting fence was installed to protect wildlife
· Bird nest boxes were installed, specifically for the nesting of
the lesser kestrel, common kestrel, barn owl and little owl species
· A study commissioned to analyse the degree of adaptation of bird
species to the presence of the solar PV parks, with special emphasis on the
lesser kestrel and Montagu's harrier species
· Stands for wild rabbits built to help the breeding and survival
of this species
2. Social
Renewable energy projects can have an inherent major positive impact on the
environment with their ability to decarbonise the energy sector, aiding the
Company in the transition to a low-carbon economy. In light of the European
Green Deal boosting renewable energy projects, investment into clean-energy
assets has accelerated over recent years. As renewable energy deployment
increases, pressure on land is growing. The need to protect biodiversity may
result in conflicts over agricultural and renewable energy land usage.
Conflicts can arise when new renewable projects compete against other types of
land usage, such as residential housing, recreational areas, agriculture and
nature conservation, or when they cause landscape disruptions. Engagement with
local communities is an integral part of the Company's investment philosophy.
The assets continue to support communities by contracting local service
providers, paying local taxes, and lease payments for use of the land.
3. Governance
Independent Board of Directors
The independent Board of Directors is responsible for AERʼs governance and
sustainability policy and its implementation, with the daily operations being
delegated to its independent AIFM, FundRock Management Company (Guernsey)
Limited ("FundRock"). FundRock monitors environmental, social and governance
risks, which are fully integrated across every single stage of its investment
process. The Aquila Group publishes its own Sustainability Report, describing
the Investment Adviser's approach to sustainability within the investment
process. Aquila Capital regards integrity and diversity as key pillars in its
governance and it has been vital for the growth and success of the Company.
The Investment Adviser is fully regulated and supervised by the Federal
Financial Supervisory Authority in Germany.
Board and Employee Diversity
The Board of Directors is appointed based on expertise and merit, being
mindful of the benefits generated by diversity. The Board comprises members
with different skills and experiences, while endeavouring to comply with the
Listing Rules on diversity. The current Board comprises three men and two
women, all non-executive Directors who have a significant number of years of
experience in their relevant fields. Additionally, the Investment Adviser is
also mindful of the benefits provided by diversification, both in culture
(some 30 nationalities are represented among its employees), and in gender
(its gender ratio is 62% male and 38% female).
AER Board:
Men Women
3 2
Investment Adviser:
Men Women
62% 38%
60
Different nationalities
5
GENDER EQUITY
BOARD OF DIRECTORS
The AER Board comprises five directors with deep expertise across private
equity, law, and the energy sector (including renewables).
IAN NOLAN
Non-Executive Chairman
Appointed on 8 April 2019
Ian Nolan led the team that was recruited by the UK Government in 2011 to
establish the UK Green Investment Bank and was its Chief Investment Officer
until 2014. Previously, Mr Nolan held the position of Chief Investment Officer
at 3i Plc and was a Director of Telecity Group Plc. He is currently a Partner
and Chairman of the Investment Committee of Circularity Capital LLP. Mr Nolan
has three decades of experience in finance, private equity and investment
management. He qualified as a chartered accountant with Arthur Andersen and
graduated with a BA in Economics from Cambridge University.
Role
Chairman of the Board
MYRTLE DAWES
Non-executive Director
Appointed on 1 September 2023
Myrtle Dawes has over 30 years' experience of the energy sector, both in the
UK and overseas. She is CEO of the Net Zero Technology Centre, a non-executive
Board member of FirstGroup, and an advisory Board member for the Association
of Black and Minority Engineers. Until recently, she served as a non-executive
Board member of the Centre for Process Innovation.
Ms Dawes holds a Masters in Chemical Engineering and Chemical Technology from
Imperial College. She is a Fellow of the Institute of Chemical Engineers,
Fellow of the Forward Institute and Honorary Fellow of the Association of
Project Managers.
In 2017, Myrtle received recognition for her contribution to business, having
featured in Breaking the Glass Ceiling and being selected as one of 100 Women
to Watch in the Cranfield FTSE Board Report 2017. In 2021 she was recognised
by TE:100 as one of the Women of the Energy Transition.
Role
Member of the Audit and Risk Committee and Remuneration and Nomination
Committee.
DAVID MACLELLAN
Non-executive Director
Appointed on 8 April 2019
David MacLellan has almost 40 years' experience in private equity first with
Murray Johnstone which he joined in 1984 and then with RJD Partners which he
founded in 2001. He was a director of Aberdeen Asset Managers plc following
its acquisition in 2000 of Murray Johnstone where he was latterly chief
executive. Mr MacLellan has served on the boards of a number of companies
including as Chairman of John Laing Infrastructure Fund Limited. He is
currently Chairman of Custodian Income REIT plc, and a director and Chairman
of the audit committees of The Lindsell Train Investment Trust plc and J&J
Denholm Limited. He is a past council member of the British Venture Capital
Association and is a member of the Institute of Chartered Accountants of
Scotland.
Role
Chair of the Audit and Risk Committee and member of the Remuneration and
Nomination Committee.
KENNETH MACRITCHIE
Non-executive Director
Appointed on 8 April 2019
Kenneth MacRitchie has over 30 years' experience of advising on the financing,
development and operation of independent power projects across Europe, the
Middle East and Africa. He was a partner at the global law firm Clifford
Chance and, thereafter, at Shearman & Sterling, where he served on their
Management Board. Mr MacRitchie also has experience of advising the UK
Government on renewable energy policy, and he led the establishment of Low
Carbon Contracts Company Limited, the UK Government owned company that
provides subsidies for the UK renewables industry. He is a graduate of the
Universities of Glasgow, Aberdeen and Manchester.
Role
Member of the Audit and Risk Committee and Remuneration and Nomination
Committee.
PATRICIA RODRIGUES
Non-executive Director
Appointed on 17 April 2019
Dr Patricia Rodrigues has over two decades of leadership experience in
infrastructure and real-asset investment and investment banking, having worked
in $10Bn+ transactions. She is a non-executive Director for several companies
and funds investing in real assets globally, including Legal & General
Assurance Society Ltd. Dr Rodrigues is also an Investment Committee member of
GLIL Infrastructure and AIIF4 (Africa Infrastructure). She began her finance
career at Morgan Stanley and subsequently worked for Macquarie, including as a
Managing Director, where she led new infrastructure and real-asset products
globally. Dr Rodrigues was Head of Portfolio Management for UK Green
Investment Bank, before leading the growth strategy of the non-real-estate
Real Assets business for Townsend. She is recognised as a "Leading Woman in
Infrastructure" and holds a PhD in Engineering from Cambridge University.
Role
Chair of the Remuneration and Nomination Committee and member of the Audit and
Risk Committee.
INTERIM MANAGEMENT REPORT AND RESPONSIBILITY STATEMENT
The Directors are required to provide an Interim Management Report in
accordance with the Financial Conduct Authority ("FCA") Disclosure Guidance
and Transparency Rules ("DTR"). The Chairman's Statement and the Investment
Adviser's Report in this Half-Yearly Report provide details of the important
events which have occurred during the period and their impact on the financial
statements. The following statements on Related Party Transactions, Going
Concern, the Statement of Directors' Responsibilities, the Chairman's
Statement and Investment Adviser's Report, together constitute the Interim
Management Report of the Company for the six months ended 30 June 2025. The
outlook for the Company for the remaining six months of the year ending 31
December 2025 is discussed in the Chairman's Statement and the Investment
Adviser's Report.
Principal Risks and Uncertainties
The principal risks and uncertainties facing the Company were detailed in the
Company's most recent Annual Report for the year ended 31 December 2024, which
can be found on the Company's website at www.aquila-european-renewables.com.
(http://www.aquila-european-renewables.com/) These remain largely unchanged
during the period under review, with the exception of the addition of power
price risks. The key risks are summarised below:
· Economic and Political Risk - The revenue and value of the
Company's investments may be affected by future changes in the economic and
political situation;
· Power Price Risks - The risk that revenues decrease from sales of
power at prevailing market prices. In the year to date there has been a
reduction in expected European power price curves, which on average fell
across the portfolio over the next five years contributing to a decline in NAV
(around 4.6%);
· Operational Risk - The risk that the portfolio underperforms and,
as a result, the target returns are not met over the longer term. The risk
that service providers to the Company underperform, and as a result, impact
the Company's performance, reporting or reputation;
· Financial Risk - The risk that the valuations and underlying
assumptions used to value the investment portfolio are not a fair reflection
of the market, resulting in the investment portfolio being over or
under-valued;
· Compliance, Tax and Legal Risk - The failure to comply with
relevant regulatory changes, tax rules and obligations may result in
reputational damage or create a financial loss to the Company; and
· Emerging Risk - As the run-off progresses there will be a
significantly reduced size to the portfolio, which will in turn reduce the IA
fee and potentially place a strain on available IA resourcing. As several
costs are fixed, this will potentially lead to a growing cost base relative to
the size of the Company.
Principal risks, including emerging risks, are mitigated and managed by the
Board through policy setting and regular reviews of the Company's risk matrix
by the Audit Committee to ensure that procedures are in place with the
intention of minimising the impact of the above-mentioned risks. The Board
relies on periodic reports provided by the Alternative Investment Fund
Manager, Investment Adviser and Administrator regarding risks that the Company
faces. When required, experts will be employed to gather information,
including legal advisers and environmental advisers.
The Company's Annual Report for the year ended 31 December 2024 contains more
detail on the Company's principal risks and uncertainties, including the
Board's ongoing process to identify, and where possible mitigate, the risks.
The Board is of the opinion that these principal risks are equally applicable
to the remaining six months of the financial year as they were to the six
months being reported on.
Related Party Transactions
The Company's Investment Adviser, Aquila Capital Investmentgesellschaft mbH,
and Directors are considered related parties under the Listing Rules. Details
of the amounts paid to the Company's Investment Adviser and the Directors
during the period are detailed in note 11 below.
Going Concern
As at the date of this report the Directors are required to consider whether
they have a reasonable expectation that the Company has adequate resources to
continue in operational existence for the foreseeable future and for a period
of twelve months from the date of the signing of these financial statements
(the "going concern period"). Following the General Meeting held on 30
September 2024 at which shareholders unanimously voted in favour of the
discontinuation of the Company and a change in the Company's Objective and
Investment Policy in order to facilitate the Managed Wind-Down of the Company,
the process for an orderly realisation of the Company's assets and a return of
capital to shareholders has begun and is expected to conclude over a number of
years. The Company is preparing its financial statements on a going concern
basis, although it is recognised that there is material uncertainty over
whether the Company will be in existence in its current form twelve months
from the date of signing of these financial statements, based on whether the
Managed Wind-Down process were to conclude during the going concern period.
These events therefore indicate the existence of a material uncertainty which
may cast significant doubt about the Company's ability to continue as a going
concern. The financial statements do not include the adjustments that would
result if the Company were unable to continue as a going concern.
The Board will seek to realise all of the Company's assets in a manner that
achieves a balance between maximising the proceeds received by the Company
from the sale of those and making timely returns to Shareholders.
The Directors are satisfied that the Company has adequate resources to
continue in operation throughout the Managed Wind-Down period and to meet all
liabilities as they fall due. No material adjustments to accounting policies
or the valuation methodology have arisen as a result of entering Managed
Wind-Down.
Statement of Directors' Responsibilities
The DTR of the FCA requires the Directors to confirm their responsibilities in
relation to the preparation and publication of the Interim Management Report
and Financial Statements. The Directors confirm to the best of their knowledge
that:
· the financial statements contained within the Half-Yearly Report
has been prepared in accordance with the International Accounting Standard 34
- IAS 34 Interim Financial Reporting; and
· the Interim Management Report, together with the Chairman's
Statement and Investment Manager's Report, includes a fair review of the
information required by 4.2.7R and 4.2.8R of the FCA Disclosure Guidance and
Transparency Rules.
The Half-Yearly Report has not been reviewed by the Company's Auditors. The
Half-Yearly Report was approved by the Board on 30 September 2025 and the
above Responsibility Statement was signed on its behalf by the Chairman.
IAN NOLAN
Chairman
For and on behalf of the Board
30 September 2025
Financials
STATEMENT OF COMPREHENSIVE INCOME FOR THE SIX MONTHS ENDED 30 JUNE 2025
Six months ended 30 June 2025 Six months ended 30 June 2024
Notes Revenue (Unaudited) Total Revenue (Unaudited) Total
(EUR '000)
Capital
(EUR '000)
(EUR '000)
Capital
(EUR '000)
(EUR '000)
(EUR '000)
Unrealised losses on investments - (40,112) (40,112) - (31,796) (31,796)
Net foreign exchange losses - (13) (13) - (9) (9)
Interest income 4 7,672 - 7,672 8,182 - 8,182
Other income 4 19 - 19 - - -
Investment Advisory fees 5 (1,105) - (1,105) (1,266) - (1,266)
Other expenses (1,397) - (1,397) (762) - (762)
--------------- --------------- --------------- --------------- --------------- ---------------
Profit/(Loss) on ordinary activities before finance costs and taxation 5,189 (40,125) (34,936) 6,154 (31,805) (25,651)
Finance costs - - - - - -
--------------- --------------- --------------- --------------- --------------- ---------------
Profit/(Loss) on ordinary activities before taxation 5,189 (40,125) (34,936) 6,154 (31,805) (25,651)
Taxation - - - - - -
--------------- --------------- --------------- --------------- --------------- ---------------
Profit/(Loss) on ordinary activities after taxation 5,189 (40,125) (34,936) 6,154 (31,805) (25,651)
Return per Ordinary Share (cents) 6 1.37c (10.61)c (9.24)c 1.63c (8.41)c (6.78)c
========= ========= ========= ========= ========= =========
The total column of the Statement of Comprehensive Income is the profit and
loss account of the Company.
All revenue and capital items in the above statement derive from continuing
operations. No operations were acquired or discontinued during the period.
Profit/(Loss) on ordinary activities after taxation is also the 'total
comprehensive income/(loss) for the period.
The notes are an integral part of these financial statements.
STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2025
Notes As at As at
30 June
31 December
2025
2024
(Unaudited)
(Audited)
(EUR '000)
(EUR '000)
Non-current assets
Investments at fair value through profit or loss 3 279,635 320,432
Current assets
Trade and other receivables 573 29
Cash and cash equivalents 1,155 1,168
--------------- ---------------
1,728 1,197
========= =========
Creditors: amounts falling due within one year
Other creditors (2,035) (1,397)
--------------- ---------------
(2,035) (1,397)
========= =========
Net current assets (307) 200
========= =========
Net assets 279,328 320,232
========= =========
Capital and reserves: equity
Share capital 7 4,082 4,082
Share premium 255,643 255,643
Special distributable reserve s 74,762 75,087
Capital reserve (55,678) (15,553)
Revenue reserve 519 973
--------------- ---------------
Total Shareholders' funds 279,328 320,232
========= =========
Net assets per Ordinary Share (cents) 8 73.87c 84.69c
========= =========
Approved by the Board of Directors and authorised for issue on 30 September
2025 and signed on its behalf by:
IAN NOLAN
Chairman
Company number: 11932433
The notes are an integral part of these financial statements.
STATEMENT OF CHANGES IN EQUITY FOR THE SIX MONTHS ENDED 30 JUNE 2025
For the six months Notes Share Share Special Capital Revenue Total
ended 30 June 2025
capital
premium
distributable
reserve
reserve
(EUR '000)
(Unaudited)
(EUR '000)
(EUR '000)
reserve
(EUR '000)
(EUR '000)
(EUR '000)
Opening equity as at 1 January 2025 4,082 255,643 75,087 (15,553) 973 320,232
Loss for the period - - - (40,125) 5,189 (34,936)
Dividends paid 9 - - (325) - (5,643) (5,968)
--------------- --------------- --------------- --------------- --------------- ---------------
Closing equity as at 30 June 2025 4,082 255,643 74,762 (55,678) 519 279,328
========= ========= ========= ========= ========= =========
For the six months Notes Share Share Special Capital Revenue Total
ended 30 June 2024
capital
premium
distributable
reserve
reserve
(EUR '000)
(Unaudited)
(EUR '000)
(EUR '000)
reserve
(EUR '000)
(EUR '000)
(EUR '000)
Opening equity as at 1 January 2024 4,082 255,643 87,717 23,919 1,180 372,541
Strategic review costs - (691) - - (691)
Loss for the period - - (31,805) 6,154 (25,651)
Dividends paid - (3,971) - (6,719) (10,690)
--------------- --------------- --------------- --------------- --------------- ---------------
Closing equity as at 30 June 2024 4,082 255,643 83,055 (7,886) 615 335,509
========= ========= ========= ========= ========= =========
The notes are an integral part of these financial statements.
STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED 30 JUNE 2025
Notes Six months Six months
ended
ended
30 June
30 June
2025
2024
(Unaudited)
(Unaudited)
(EUR '000)
(EUR '000)
Operating activities
Loss on ordinary activities before finance costs and taxation (34,936) (25,651)
Adjustment for unrealised losses on investments 40,112 31,796
(Increase)/Decrease in trade and other receivables (544) 34
Increase/(Decrease) in other creditors 638 (413)
--------------- ---------------
Net cash from operating activities 5,270 5,766
========= =========
Investing activities
Repayment of investments 3 685 5,316
--------------- ---------------
Net cash from investing activities 685 5,316
========= =========
Financing activities
Strategic review costs - (353)
Dividends paid (5,968) (10,690)
--------------- ---------------
Net cash used in financing activities (5,968) (11,043)
========= =========
(Decrease)/Increase in cash and cash equivalents (13) 39
Cash and cash equivalents at start of period 1,168 1,532
--------------- ---------------
Cash and cash equivalents at end of period 1,155 1,571
========= =========
The notes are an integral part of these financial statements.
NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2025
1. General Information
Aquila European Renewables Plc ("AER", 'the Company') is a public company
limited by shares, incorporated in England and Wales on 8 April 2019 with
registered number 11932433. The Company is domiciled in England and Wales. The
Company is a closed ended investment company with an indefinite life, which is
now in managed wind-down. The Company commenced its operations on 5 June 2019
when the Company's Ordinary Shares were admitted to trading on the London
Stock Exchange. The Directors intend, at all times, to conduct the affairs of
the Company so as to enable it to qualify as an investment trust for the
purposes of section 1158 of the Corporation Tax Act 2010, as amended.
The registered office and principal place of business of the Company is 4th
Floor, 140 Aldersgate St, London, EC1A 4HY.
At a General Meeting held on 30 September 2024, shareholders approved a change
in the Company's Investment Objective and Investment Policy. The new
Investment Objective is to realise all existing assets in the Company's
Portfolio in an orderly manner.
The Company's Investment Adviser is Aquila Capital Investmentgesellschaft mbH,
authorised and regulated by the German Federal Financial Supervisory
Authority.
FundRock Management Company (Guernsey) Limited acts as the Company's
Alternative Investment Fund Manager for the purposes of Directive 2011/61/EU
of the Alternative Investment Fund Managers Directive.
Apex Listed Companies Services (UK) Limited provides administrative and
company secretarial services to the Company under the terms of an
administration agreement between the Company and the Administrator.
2. Basis of Preparation
The financial statements included in this Half-Yearly Report have been
prepared in accordance with IAS 34 Interim Financial Reporting. The accounting
policies, critical accounting judgements, estimates and assumptions are
consistent and should be read in conjunction with the Company's latest annual
audited financial statements for the period ended 31 December 2024. The
financial statements for the year ended 31 December 2024 have been prepared in
accordance with the UK-adopted International Accounting Standards in
conformity with the requirements of the Companies Act 2006, as applicable to
companies reporting under those standards. The financial statements have been
prepared on the historical cost basis, except for the measurement of certain
financial instruments at fair value through profit or loss.
The interim financial statements have also been prepared as far as is relevant
and applicable to the Company in accordance with the Statement of Recommended
Practice ("SORP") issued by the Association of Investment Companies ("AIC") in
July 2022. These financial statements do not include all information and
disclosures required in the annual financial statements and should be read in
conjunction with the Company's annual financial statements of 31 December
2024. The audited annual accounts for the year ended 31 December 2024 have
been delivered to Companies House. The audit report thereon was unmodified.
The functional currency of the Company is euros (EUR), as this is the currency
of the primary economic environment in which the Company operates.
Accordingly, the financial statements are presented in euros, rounded to the
nearest thousand euros, unless otherwise stated.
Accounting for Subsidiary
The Company owns 100.0% of its subsidiary Tesseract Holdings Limited ("THL" or
"HoldCo"), whose registered office and principal place of business is Leaf B,
20th Floor, Tower 42, Old Broad Street, London, England, EC2N 1HQ. The Company
has acquired Renewable Energy Infrastructure Investments (the SPVs) through
its investment in the HoldCo. The Company finances HoldCo through a mix of
loan investments and equity. The loan investment finance represents
Shareholder loans (the "Shareholder loans" or "SHL") provided by the Company
to HoldCo. The Company meets the definition of an investment entity as
described by IFRS 10. Under IFRS 10, an investment entity is required to hold
subsidiaries at fair value through profit or loss and therefore does not
consolidate the subsidiary.
The HoldCo is an investment entity, and as described under IFRS 10, values its
SPV investments at fair value through profit or loss. SPV investments are
investments held at HoldCo. Further details of the HoldCo and SPV structure
and investment can be found in note 14.
Going Concern
The Directors have adopted the going concern basis in preparing the financial
statements, although it is recognised that there is material uncertainty over
whether the Company will be in existence in its current form twelve months
from the date of signing these financial statements. Details of the Directors'
assessment of the going concern status of the Company, which considered the
adequacy of the Company's resources, and the impact of risks and uncertainties
are provided in the Interim Management Report which can be found above.
Critical Accounting Judgements, Estimates and Assumptions
The preparation of the financial statements requires management to make
judgements, estimates and assumptions in certain circumstances that affect
reported amounts. These are judgements, estimates and assumptions that have a
significant risk of causing a material adjustment to the carrying amounts of
assets and liabilities.
The Directors have concluded that the Company meets the definition of an
investment entity as defined in IFRS 10. This conclusion involved a degree of
judgement and assessment as to whether the Company met the criteria outlined
in IFRS 10.
The key assumptions that have a significant impact on the carrying value of
the Companyʼs underlying investments in the SPVs are the discount rates,
useful life of the assets, the rate of inflation, the price at which the power
and associated benefits can be sold, the amount of electricity the assets are
expected to produce and operating costs of the SPVs.
3. Investments at Fair Value through Profit and Loss
As at As at
30 June
31 December
2025
2024
(Unaudited)
(Audited)
(EUR '000)
(EUR '000)
(a) Summary of valuation
Analysis of closing balance:
Investments held at fair value through profit or loss 279,635 320,432
--------------- ---------------
Total investments 279,635 320,432
========= =========
(b) Movements during the period
Opening balance of investments, at cost 335,887 348,415
Repayments during the period (685) (12,528)
--------------- ---------------
Cost of investments 335,202 335,887
========= =========
Revaluation of investments to fair value:
Unrealised movement in fair value of investments (55,567) (15,455)
--------------- ---------------
Balance of capital reserves - investments held (55,567) (15,455)
--------------- ---------------
Fair value of investments 279,635 320,432
========= =========
(c) Losses on investments in the period
Movement on unrealised valuation of investments held (40,112) (39,443)
--------------- ---------------
Losses on investments (40,112) (39,443)
========= =========
The fair value of the Companyʼs equity and the shareholder loans investment
in HoldCo are determined by the underlying fair values of the SPV investments,
which are not traded and contain unobservable inputs. As explained in Note 2,
the Company has made a judgement to fair value of both the equity and
shareholder loan investments together. As such, the Companyʼs equity and the
shareholder loans investments in HoldCo have been classified as Level 3 in the
fair value hierarchy.
Fair Value Measurements
IFRS 13 requires disclosure of fair value measurement by level. The level of
fair value hierarchy within the financial assets or financial liabilities is
determined on the basis of the lowest level input significant to the fair
value measurement. Financial assets and financial liabilities are classified
in their entirety into only one of the following three levels:
Level 1
The unadjusted quoted price in an active market for identical assets or
liabilities that the entity can access at the measurement date.
Level 2
Inputs other than quoted prices included within Level 1 that are observable
(i.e. developed using market data) for the asset or liability, either directly
or indirectly.
Level 3
Inputs are unobservable (i.e. for which market data is unavailable) for the
asset or liability. The classification of the Company's investments held at
fair value is detailed in the table below:
As at 30 June 2025
(Unaudited)
Level 1 Level 2 Level 3 Total
(EUR '000)
(EUR '000)
(EUR '000)
(EUR '000)
Investments at fair value through profit and loss - - 279,635 279,635
--------------- --------------- --------------- ---------------
- - 279,635 279,635
========= ========= ========= =========
As at 31 December 2024
(Audited)
Level 1 Level 2 Level 3 Total
(EUR '000)
(EUR '000)
(EUR '000)
(EUR '000)
Investments at fair value through profit and loss - - 320,432 320,432
--------------- --------------- --------------- ---------------
- - 320,432 320,432
========= ========= ========= =========
Due to the nature of the investments, they are always expected to be
classified as Level 3. There have been no transfers between levels during the
period ended 30 June 2025 (31 December 2024: none). The movement on the Level
3 unquoted investments during the period is shown below:
As at As at
30 June
31 December
2025
2024
(Unaudited)
(Audited)
(EUR '000)
(EUR '000)
Opening balance 320,432 372,403
Repayments during the period (685) (12,528)
Unrealised losses on investments adjustments (40,112) (39,443)
--------------- ---------------
Closing balance 279,635 320,432
========= =========
Valuation Methodology
The Investment Adviser has carried out fair market valuations of the SPV
investments as at 30 June 2025 and the Directors have satisfied themselves as
to the methodology used, the discount rates and key assumptions applied, and
the valuation. All SPV investments are at fair value through profit or loss
and are valued using the IFRS 13 framework for fair value measurement.
The key assumptions that have a significant impact on the carrying value of
the Companyʼs underlying investments in SPVs are the discount rates, useful
life of the assets, the rate of inflation, the price at which the power and
associated benefits can be sold, the amount of electricity the assets are
expected to produce and operating costs of the SPVs.
The discount factors applied to the cash flows are reviewed annually by the
Investment Adviser to ensure they are at the appropriate level. The weighted
average valuation discount rate applied to calculate the SPV valuation is 8.8%
as at 30 June 2025 (31 December 2024: 7.3%).
Useful lives are based on the Investment Adviserʼs estimates of the period
over which the assets will generate revenue, which are periodically reviewed
for continued appropriateness. The assumption generally used for the useful
life of the wind farms is 25 to 30 years and solar PV is 40 years. The actual
useful life may be a shorter or longer period depending on the actual
operating conditions experienced by the asset. The operating lives of
hydropower assets are estimated in accordance with their expected concession
terms.
The price at which the output from the generating assets is sold is a factor
of both wholesale electricity prices and the revenue received from the
government support regime. Future power prices are estimated using external
third-party forecasts, which take the form of specialist consultancy reports.
The future power price assumptions are reviewed as and when these forecasts
are updated. There is an inherent uncertainty in future wholesale electricity
price projection. Long-term power price forecasts are provided by leading
marker consultants, updated quarterly.
Specifically commissioned external reports are used to estimate the expected
electrical output from the wind and hydropower farm and solar PV assets,
taking into account the expected average wind speed at each location and
generation data from historical operation. The actual electrical output may
differ considerably from that estimated in such a report mainly due to the
variability of actual wind to that modelled in any one period. Assumptions
around electrical output will be reviewed only if there is good reason to
suggest there has been a material change in this expectation.
The P50 level of output is the estimated annual amount of electricity
generation (in MW) that has a 50.0% probability of being exceeded both in any
single year and over the long term and a 50.0% probability of being
underachieved.
Climate risks can also affect the carrying value of the Company's underlying
investments. The Company relies (via the HoldCo or relevant SPVs) on
third-party technical advisers to consider the impact of climate risks when
assessing P50 production forecasts.
The operating costs of the SPV companies are frequently partly or wholly
subject to inflation and an assumption is made that inflation will increase at
a long-term rate. The SPV's valuation assumes long-term inflation of 2.0% (31
December 2024: 2.0%). The impact of physical and transition risks associated
with climate change is assessed on a project-by-project basis and factored
into the underlying cash flows as appropriate.
The following assumptions were used in the valuations:
Metric As at As at
30 June
31 December
2025
2024
Discount rate Weighted average 8.8% 7.3%
Long-term inflation Weighted average 2.0 2.0%
Remaining asset life (weighted average)(1) Wind energy 21 23
Solar PV 37 35
========= ========= =========
1 Remaining asset life based on net full load years.
4. Income
Income from investments Six months Six months
ended
ended
30 June
30 June
2025
2024
(Unaudited)
(Unaudited)
(EUR '000)
(EUR '000)
Interest income from shareholder loans 7,672 8,164
Bank interest income - 18
Other income 19 -
--------------- ---------------
Total Income 7,691 8,182
========= =========
5. Investmet Advisory Fees
Six months ended 30 June 2025 Six months ended 30 June 2024
(Unaudited)
(Unaudited)
Revenue Capital Total Revenue Capital Total
(EUR '000)
(EUR '000)
(EUR '000)
(EUR '000)
(EUR '000)
(EUR '000)
Investment advisory fees 1,105 - 1,105 1,266 - 1,266
========= ========= ========= ========= ========= =========
Under the Investment Advisory Agreement, the following fee is payable to the
Investment Adviser:
a) 0.75% per annum of NAV (plus VAT) of the Company up to EUR 300.0
million;
b) 0.65% per annum of NAV (plus VAT) of the Company between EUR
300.0 million and EUR 500.0 million; and
c) 0.55% per annum of NAV (plus VAT) of the Company above EUR 500.0
million.
6. Return Per Ordinary Share
Return per ordinary share is based on the loss for the period of EUR
34,936,000 (30 June 2024: loss of EUR 25,651,000) attributable to the weighted
average number of Ordinary Shares in issue of 378,122,130 (30 June 2024:
378,122,130) in the period to 30 June 2025. Revenue profit and capital loss
are EUR 5,189,000 (30 June 2024: EUR 6,154,000) and EUR 40,125,000 (30 June
2024: EUR 31,805,000) respectively.
For the For the
period ended
period ended
30 June
30 June
2025
2024
Revenue return after taxation (EUR '000) 5,189 6,154
Capital return after taxation (EUR '000) (40,125) (31,805)
Total net return (EUR '000) (34,936) (25,651)
Weighted average number of Ordinary Shares 378,122,130 378,122,130
========== ==========
1. Remaining asset life based on net full load years. Includes Tesla, as
at 30 June 2024.
7. TAXATION
Six months ended 30 June 2025 Six months ended 30 June 2025
(Unaudited)
(Unaudited)
Revenue Capital Total Revenue Capital Total
(EUR '000)
(EUR '000)
(EUR '000)
(EUR '000)
(EUR '000)
(EUR '000)
Corporation tax - - - - - -
--------------- --------------- --------------- --------------- --------------- ---------------
Total tax charge for the period - - - - - -
========= ========= ========= ========= ========= =========
Investment companies that have been approved by HM Revenue & Customs under
section 1158 of the Corporation Tax Act 2010 are exempt from tax on capital
gains. Due to the Company's status as an investment trust, and the intention
to continue meeting the conditions required to obtain approval in the
foreseeable future, the Company has not provided for deferred tax on any
capital gains or losses arising on the revaluation of investments.
8. SHARE CAPITAL
As at 30 June 2025 As at 31 December 2024
(Unaudited)
(Audited)
No of shares (EUR '000) No of shares (EUR '000)
Allotted, issued and fully paid Ordinary Shares of 1 cent each ("Ordinary 378,122,130 3,781 378,122,130 3,781
Shares")
------------------- ------------------- ------------------- -------------------
Total 378,122,130 3,781 378,122,130 3,781
=========== =========== =========== ===========
The Ordinary Shares shall carry the right to receive the profits of the
Company available for distribution and determined to be distributed by way of
interim or final dividends at such times as the Directors may determine in
accordance with the Articles of the Company. The holders of Ordinary Shares
have the right to receive notice of, and to attend and vote at General
Meetings of the Company.
There were no shares issued or purchased for treasury during the six month
periods to 30 June 2025 or 31 December 2024.
9. NET ASSETS PER ORDINARY SHARE
Net assets per ordinary share as at 30 June 2025 are based on EUR 279,328,000
(31 December 2024: EUR 320,231,508) of net assets of the Company attributable
to the 378,122,130 (31 December 2024: 378,122,130) Ordinary Shares in issue as
at 30 June 2025.
10. DIVIDEND PAID
The Company has paid the following interim dividends in respect of the year
under review:
Six months ended Six months ended
30 June 2025
30 June 2024
(Unaudited)
(Unaudited)
Cents per Total Cents per Total
Ordinary
(EUR '000)
Ordinary
(EUR '000)
Share
Share
31 December 2024 interim - paid 18 March 2025 (2024: 18 March 2024) 0.79c 2,987 1.3775c 5,211
31 March 2025 interim - paid 13 June 2025 (2024: 14 June 2024) 0.79c 2,981 1.4475c 5,479
--------------- --------------- --------------- ---------------
Total 1.58c 5,968 2.8250c 10,690
========= ========= ========= =========
The dividend relating to the period ended 30 June 2025, which is the basis on
which the requirements of Section 1159 of the Corporation Tax Act 2010 are
considered is detailed below:
Six months ended Six months ended
30 June 2025
30 June 2024
(Unaudited)
(Unaudited)
Total dividends declared in relation to the period Cents per Total Cents per Total
Ordinary
(EUR '000)
Ordinary
(EUR '000)
Share
Share
31 March 2025 interim - paid 13 June 2025 (2024: 14 June 2024) 0.79c 2,987 1.4475c 5,479
30 June 2025 interim - paid 5 September 2025 (2024: 9 September 2024) 0.7934c 3,000 1.4475c 5,473
--------------- --------------- --------------- ---------------
Total 1.5834c 5,987 2.850c 10,952
========= ========= ========= =========
11. TRANSACTIONS WITH THE INVESTMENT ADVISER AND RELATED PARTY TRANSACTIONS
Fees payable to the Investment Adviser are shown in the Income Statement. As
at 30 June 2025, the fee outstanding to the Investment Adviser was EUR
1,105,035 (30 June 2024: EUR 618,503). These balances have been settled by the
Company on 3 July 2025.
AIFM fees for the period ended 30 June 2025 amount to EUR 68,456 (30 June
2024: EUR 60,330). As at 30 June 2025, the fee outstanding to the AIFM was EUR
11,103 (30 June 2024: EUR 18,949). The Company Secretary and Administrator
fees for the period ended 30 June 2025 amount to EUR 91,318 (30 June 2024:
EUR 88,911).
Fees are payable to the Directors in respect of the year to 31 December 2024
at an annual rate of EUR 75,000 to the Chairman, EUR 52,500 to the Chair of
the Audit and Risk Committee and EUR 45,150 to the other Directors. Directors'
fees paid during the six month period to 30 June 2025 was EUR 97,000.
During the period, the Company received repayments of its Shareholder loans to
HoldCo of EUR 685,091 (30 June 2024: EUR 5,316,000). The accrued interest and
the Shareholder loans outstanding at the period end were EUR 221,207,109 (30
June 2024: EUR 228,572,000).
The Directors had the following shareholdings in the Company, all of which
were beneficially owned.
Ordinary shares Ordinary shares
as at
as at
30 June
31 December
2025
2024
(Unaudited)
(Audited)
Ian Nolan 150,000 150,000
David MacLellan 125,000 125,000
Kenneth MacRitchie 50,000 50,000
Patricia Rodrigues 50,000 50,000
Myrtle Dawes nil nil
========= =========
12. COMMITMENTS AND CONTINGENCIES
The Company did not have any new investments or capital commitments during the
first six months of 2025 due to the Company being put into managed wind-down.
13. DISTRIBUTABLE RESERVES
The Company's distributable reserves consist of the special reserve and
revenue reserve. Capital reserve represents unrealised investments and as such
is not distributable.
The revenue reserve is distributable. The amount of the revenue reserve that
is distributable is not necessarily the full amount of the reserve as
disclosed within these financial statements of EUR 519,000 as at 30 June 2025
(31 December 2024: EUR 973,000).
14. POST BALANCE SHEET EVENTS
On 11 September 2025, the Company announced the effective cancellation of its
share premium account, a decision approved by shareholders at the AGM on 19
June 2025. The High Court sanctioned this cancellation on 19 August 2025, and
it was registered with Companies House on 10 September 2025. This action
cancels €255,642,627.68 previously held in the share premium account,
creating distributable reserves. The company intends to use these reserves to
return cash to shareholders through capital returns or dividends as part of
its managed wind-down process. The timing and amount of these returns are
subject to Board discretion, investment realisations, liabilities, working
capital needs, and the nature of distributable reserves.
15. STATUS OF THIS REPORT
These half-yearly financial statements are not the Companyʼs statutory
accounts for the purposes of section 434 of the Companies Act 2006. They are
unaudited. The unaudited Interim Financial Report will be made available to
the public at the Companyʼs registered office. The report will also be
available in electronic format on the Companyʼs website,
www.aquila-european-renewables.com.
The information for the year ended 31 December 2024 has been extracted from
the last published audited financial statements, unless otherwise stated. The
audited financial statements have been delivered to the Registrar of
Companies. PricewaterhouseCoopers LLP reported on those accounts and their
report was unqualified, did not draw attention to any matters by way of
emphasis and did not contain a statement under sections 498(2) or 498(3) of
the Companies Act 2006.
The Interim Financial Report was approved by the Board on 30 September 2025.
OTHER INFORMATION
ALTERNATIVE PERFORMANCE MEASURES
In reporting financial information, the Company presents alternative
performance measures ("APMs"), which are not defined or specified under the
requirements of IFRS. The Company believes that these APMs, which are not
considered to be a substitute for or superior to IFRS measures, provide
stakeholders with additional helpful information on the performance of the
Company. The APMs presented in this report are shown below:
DISCOUNT
The amount, expressed as a percentage, by which the share price is less than
the net asset value per Ordinary Share.
As at 30 June 2025
NAV per Ordinary Share (cents) a 73.87
Share price (cents) b 62.60
--------------- ---------------
Discount (b÷a)-1 15.26%
========= =========
ONGOING CHARGES
A measure, expressed as a percentage of average net assets (quarterly net
assets averaged over the year), of the regular, recurring annual costs of
running an investment company.
As at 30 June 2025
Average NAV (EUR '000) a 314,633
Annualised expenses (EUR '000) b 3,198
--------------- ---------------
Ongoing charges (b÷a) 1.0%
========= =========
TOTAL RETURN
A measure of performance that includes both income and capital returns. This
takes into account capital gains and reinvestment of dividends paid out by the
Company into the Ordinary Shares of the Company on the ex-dividend date.
As at 30 June 2025 Share price NAV
Opening at 1 January 2025 (cents) a 66.0 84.7
Dividend adjustment b 1.6 1.6
Closing at 30 June 2025 (cents) c 62.6 73.9
--------------- --------------- ---------------
Total return (b÷a)-1 (2.8%) (10.9%)
========= ========= =========
GROSS ASSET VALUE
The Company's gross assets comprise the net asset values of the Company's
Ordinary Shares and the debt at the underlying SPV level, with the breakdown
as follows:
Period ended Period ended Year ended
30 June
30 June
31 December
2025
2024
2024
Net Asset Value (EUR '000) a 279,328 335,509 320,231
Debt at the SPV level (EUR '000) b 144,721 164,782 151,987
RCF drawn (EUR '000) c - 26,085 -
--------------- --------------- --------------- ---------------
Gross Asset Value (EUR '000) a+b+c 424,049 526,375 472,219
========= ========= ========= =========
GEARING
The Company's gearing is calculated as total debt as a percentage of Gross
Asset Value.
Period ended Period ended Year ended
30 June
30 June
31 December
2025
2024
2024
Gross Asset Value (EUR '000) a 424,049 526,375 472,219
Debt at the SPV level (EUR '000) b 144,721 164,782 151,987
RCF drawn (EUR '000) c - 26,085 -
--------------- --------------- --------------- ---------------
Gearing ratio (b+c) ÷a 34.1 36.3 32.2
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