REG - Ecofin US Renewables - Final Results
30/04/2026 07:02
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260430:nRSd4818Ca&default-theme=true
RNS Number : 4818C Ecofin US Renewables Infrastr.Trust 30 April 2026
Ecofin u.s. renewables infrastructure trust PLC
Annual Report and Accounts for the year ended 31 December 2025
About the Company
Ecofin U.S. Renewables Infrastructure Trust PLC ("RNEW" or the "Company") is a
closed ended investment company incorporated in England and Wales. The
Company's ordinary shares ("Shares") were admitted to the Official List of the
Financial Conduct Authority ("FCA") and to trading on the premium listing
segment of the main market of the London Stock Exchange ("LSE") on 22 December
2020. The Company's Shares are traded in USD (ticker: RNEW), or in GBP
(ticker: RNEP). The Company has been awarded the London Stock Exchange's Green
Economy Mark.
On 14 January 2025, Shareholders approved the following new Investment
Objective to facilitate the Managed Wind-Down of the Company.
Objective
Ecofin U.S. Renewables Infrastructure Trust PLC (the Company, and together
with its subsidiaries and subsidiary undertakings from time to time, the
Group) will be managed, either by an external third party investment manager
or internally by the Company's Board of Directors, with the intention of
realising all the assets in the Group's portfolio, in an orderly manner with a
view to ultimately returning cash to the Company's Shareholders following
repayment of any outstanding borrowings of the Group from the proceeds of the
assets realised pursuant to the Investment Policy (the Managed Wind-Down).
Self-Managed Alternative Investment Fund
RNEW is supported by Sustainability Partners Services, LLC ("Sustainability
Partners") which was appointed as the Company's Infrastructure Business
Service Provider on 6 May 2025 to provide day-to-day operational support to
the Company in relation to the management of the Company's business and assets
(including providing support to the Company's other service providers in
relation to valuations and financial reporting).
Previously this role was undertaken by Ecofin Advisors, LLC ("Ecofin") who
served notice on the Company in February 2025.
On 25 June 2025 the Financial Conduct Authority approved the Company's
application to become a self-managed alternative investment fund. The Company
intends to remain self-managed for the remainder of the wind-down process.
Highlights
Financial
As at 31 December 2025
Net Asset Value ("NAV") per share
37.6 cents
28.0 pence(1)
( )
NAV
US$51.9 million
£38.5 million(1)
( )
Share price
20.2 cents(2)
15.0 pence(2)
Year ended 31 December 2025 ("Year")
NAV total return
(15.7)%(3)
( )
Share price total return
(33.8)%(3)
( )
Dividends per share declared
0.0 cents
Operational
Weighted average remaining term of revenue contracts
17 years(5)
( )
Assets
2
Clean energy generated in 2025
187.5 GWh(4)
( )
Portfolio generating capacity
53.40 MW(4)
Figures reported either as at the referenced date or over the year ended 31
December 2025. All references to cents and dollars (US$) are to the currency
of the U.S. unless stated otherwise.
1. 31 December 2025 exchange rate of £0.7434 = US$1.00
2. RNEW LSE closing price as at 31 December 2025
3. These are alternative performance measures. ("APMs"). Definitions of how
these APMs and other performance measures used by the Company have been
calculated can be found in the Annual Financial Report.
4. Represents the Company's share of portfolio generating capacity.
5. The remaining contract terms are 17 years for Beacons 2 and 5.
Portfolio
Investment Name Sector Capacity (MW)(1) Number of assets State Ownership(2) Phase Acquisition Status Remaining revenue contract term (years)(3)
Beacon 2 Utility-Scale Solar 29.5 1 California 49.5% Operational Completed Feb. 2021 17
Beacon 5 Utility-Scale Solar 23.9 1 California 49.5% Operational Completed Feb. 2021 17
----------- ----------- -----------
Total(3) 53.40 2 17
====== ====== ======
1. Capacity reflects RNEW's proportionate ownership interest in the
assets.
2. Cash equity ownership.
3. Average remaining revenue contract term (years).
Our Business Model
Investment Objective
On 14 January 2025, Shareholders approved the following new Investment
Objective to facilitate the Managed Wind-Down of the Company. The newly
adopted Investment Objective is set out below:
Ecofin U.S. Renewables Infrastructure Trust PLC (the Company, and together
with its subsidiaries and subsidiary undertakings from time to time, the
Group) will be managed, either by an external third party investment manager
or internally by the Company's Board of Directors, with the intention of
realising all the assets in the Group's portfolio, in an orderly manner with a
view to ultimately returning cash to the Company's Shareholders following
repayment of any outstanding borrowings of the Group from the proceeds of the
assets realised pursuant to the Investment Policy (the Managed Wind-Down).
Structure
The Company does not have any employees and outsources its activities to third
party service providers, including the Infrastructure Business Services
Provider and Administrator who are the principal service providers.
The Company made its investments through a wholly-owned U.S. holding company,
RNEW Holdco LLC ("Holdco"), other intermediate holding companies and
underlying special purpose vehicles ("SPVs", organised as U.S. limited
liability companies or LLCs) that hold the Renewable Assets. Net proceeds from
the sale of the Company's assets will be used to repay the Company's debt.
Following the closing of the DG Solar sale, the Company's Revolving Credit
Facility was fully repaid during the year.
The Company has a 31 December financial year end and announces half-year
results in September and full-year results in April.
Management of the Company
The Company has a board of three non-executive Directors, details of each
can be found in the Directors' Experience and Contribution section of the
Corporate Governance Statement. The Board's role is to manage the governance
of the Company in the interests of Shareholders and other stakeholders. In
particular, the Board monitors adherence to the Investment Policy and gearing
policy limits, determines the risk appetite, sets Company policies and
monitors the performance of the Infrastructure Business Services Provider and
other key service providers. The Board meets a minimum of six times a year for
regular Board meetings, with additional ad hoc meetings taking place dependent
upon the requirements of the business. The Board reviews the performance of
all key service providers on an annual basis through its Management Engagement
Committee.
RNEW is supported by Sustainability Partners Services, LLC ("Sustainability
Partners") which was appointed as the Company's Infrastructure Business
Service Provider on 6 May 2025 to provide day-to-day operational support to
the Company in relation to the management of the Company's business and assets
(including providing support to the Company's other service providers in
relation to valuations and financial reporting).
Previously this role was undertaken by Ecofin Advisors, LLC ("Ecofin") who
served notice on the Company in February 2025 and their appointment was
terminated on 6 May 2025.
On 25 June 2025 the Financial Conduct Authority approved the Company's
application to become a self-managed alternative investment fund. The Company
intends to remain self-managed for the remainder of the wind-down process. As
an investment trust, the Company does not have any employees and is reliant on
third party service providers for its operational requirements. Likewise, the
SPVs which hold the portfolio assets do not have any employees and services
are provided through third party providers.
The Board has delegated administration, fund accounting and company
secretarial services to Apex Listed Companies Services (UK) Limited.
Chair's Statement
Introduction
I am pleased to provide Shareholders with my annual chair's statement,
covering the year from 1 January 2025 to 31 December 2025 (the "Year").
On 14 January 2025, Shareholders formally approved the adoption of the new
investment policy and the Board is in the process of implementing the Managed
Wind Down. Under the Managed Wind Down, the Board is seeking to implement an
incremental sales programme of the Company's assets in an orderly manner with
a view to repaying borrowings and subsequently making returns of capital to
Shareholders while aiming to obtain the best available value for the Company's
assets at the time of their realisations.
The Year under review has seen the Board make significant progress in
implementing the managed wind down of the Company.
Progress on the Managed Wind Down
(a) DG Solar Sale
The first sale of assets, which was announced on 13 December 2024, comprised
the sale of the distributed solar assets of the Company, whereby the Group had
entered into an agreement to sell (the "Disposal") its DG Solar Assets (the
"DG Portfolio") to a subsidiary of True Green Capital Fund IV, LP ("TGC Fund
IV" or the "Buyer") for cash consideration of approximately US$38.4 million
plus the assumption by the Buyer of approximately US$15.6 million of
project-level debt. The Disposal was the first sale to be concluded as part of
the Managed Wind Down and this transaction completed on 10 March 2025. The net
closing payment payable to RNEW Capital, LLC (an indirect wholly-owned
subsidiary of the Company) (the "Seller") was approximately US$37.1 million.
This amount was calculated after making certain adjustments as set out in the
Sale and Purchase Agreement ("SPA") and as described in the circular to
Shareholders dated 23 December 2024 (the "Circular"). This included
adjustments for the amount of project-level debt secured on assets in the DG
Portfolio assumed by the Buyer, the Time-based Adjustment and as a result of
an approximately US$1.0 million shortfall in the estimated level of net
working capital below the target set out in the SPA. The net proceeds of the
Disposal (after deduction of estimated tax liabilities and other costs
expected to be paid out of the proceeds of the Disposal) were approximately
US$33.5 million. After the net working capital true-up, escrow was returned to
the buyer along with a payment of US$299,000. The net proceeds of the Disposal
were used in part to make a mandatory prepayment of approximately US$22.9
million in respect of the Seller's revolving credit facility (the "RCF").
After giving effect to such prepayment, the amount drawn on the RCF was
reduced to nil. The total available commitment of the two RCF tranches was
reduced following such prepayment to a total of US$10 million, reflecting the
Group's lower borrowing base after the sale of the DG Portfolio.
(b) Whirlwind sale
On 31 October 2025, the Company announced that it had signed a letter of
intent, (the "Proposal") for the sale of Whirlwind, its 59.8 MW wind project
in Texas (the "Project") and this transaction closed on 30 December 2025, just
prior to the Year end. The buyer was Buho Infrastructure, LLC.
The total consideration payable to RNEW Capital, LLC (an indirect wholly-owned
subsidiary of the Company) (the Seller) consists of:
US$12.0 million which was received at closing (the "Closing Payment"), plus
an "Escrow Holdback" of US$11.0 million, which has been placed into an
interest-bearing escrow (the "Escrow"). The escrow serves as a security for
the resolution of the interconnection stability curtailment issue (the
"Stability Issue") which is limiting the Project's operational capacity. The
Escrow Holdback is sized assuming the current 32.2MW of curtailment at an
initial value of US$341,615 per MW of curtailed capacity ("Initial Escrow
Value").
Full Release: All escrowed funds are released to the Seller upon the full
lifting of the Project's operational curtailment and Project can operate
consistently at full nameplate capacity, confirming the resolution of the
Stability Issue.
Partial Release: If there is a partial lifting of the Project's operational
curtailment then escrow funds proportional to the MWs of curtailment lifted
multiplied by the Remaining Value as per the table below will be released from
Escrow to the Seller.
Initial Escrow Value Monthly Reduction Rate (US$/MW) US$341,615/MW Remaining Value
(US$/MW)
1 Jan 2026 (13,199) 328,416
1 Feb 2026 (13,199) 315,217
1 Mar 2026 (13,199) 302,019
1 Apr 2026 (23,913) 278,106
1 May 2026 (23,913) 254,193
1 Jun 2026 (23,913) 230,280
1 Jul 2026 (32,609) 197,671
1 Aug 2026 (32,609) 165,062
1 Sep 2026 (32,609) 132,453
1 Oct 2026 (44,909) 88,354
1 Nov 2026 (44,909) 44,255
1 Dec 2026 (44,255) -
========== ========== ==========
Monthly Reduction: Beginning 1 January 2026 and on the 1st of every successive
month, funds will be forfeited from Escrow to the Buyer for every MW still
under curtailment, compensating for the reduced asset value. The monthly
reduction amount forfeited from Escrow to Buyer will be equal to the Monthly
Reduction Rate shown in the table multiplied by the MWs under curtailment at
that time. For example, if on 1 March 2026 the curtailment is 10MW, then
US$131,990 (US$13,199/MW x 10MW) will be forfeited from Escrow to Buyer.
As at the date hereof, the curtailment has not been lifted and US$1,620,000
has so far been forfeited to the Buyer from the Escrow Holdback.
Final Deadline: Any remaining Escrow balance is forfeited to the Buyer if the
Stability Issue is not resolved by 1 December 2026.
plus
a "Repowering Earnout" of up to US$7.0 million :US$269,230 shall be payable
for each eligible unit that is repowered and placed in service by 31 December
2027, provided such unit qualifies for the Production Tax Credit ("PTC").
Based on the 26 qualifying units in the Project, the total Repowering Earnout
is up to US$7,000,000.
Investment manager and management arrangements
On 7 February 2025, Ecofin Advisors, LLC ("Ecofin"), had given notice of
termination of the Investment Management Agreement.
On 6 May 2025, and following Ecofin having served notice of termination on 7
February 2025, the Company announced new management arrangements as follows:
- Self Management: On 6 May 2025 it was announced that the Company had
applied to the FCA to become registered as a self-managed alternative
investment fund. Subject to FCA approval, the Company intended that it will
remain self-managed for the remainder of its wind-down process. The Company
also agreed with Ecofin that the AIFM Agreement will be terminated with effect
from the date of the FCA's approval of the Company's application (the
"Effective Date"). Ecofin agreed to waive all fees payable to it by the
Company pursuant to the AIFM Agreement between the 6 May 2025 and the
Effective Date. Upon the early termination of Ecofin's appointment on the
Effective Date, Ecofin agreed to pay the Company the sum of US$100,000. On 25
June 2025 the FCA approved the Company's application to become a self managed
alternative investment fund. The Company now carries out the functions
previously carried out by the AIFM, Ecofin.
- Infrastructure business services agreement: On 6 May 2025, the
Company announced the appointment of Sustainability Partners Services, to
provide day-to-day operational support to the Company in relation to the
management of the Company's business and assets (including providing support
to the Company's other service providers in relation to valuations and
financial reporting). Nancy Johnson, previously the VP, Finance and Asset
Management at Ecofin had accepted a new role with Sustainability Partners as
Chief Financial Officer and would continue to oversee the management of the
assets thus providing the continuity required for a seamless transition.
Pursuant to the agreement with Sustainability Partners (the "Infrastructure
Business Services Agreement"), the Company agreed to pay Sustainability
Partners a one-off setup fee of US$50,000 and an ongoing annual services fee
equal to the lesser of one per cent. of the market value of the Company's
ordinary shares or the Company's Net Asset Value, subject to a minimum annual
fee of US$325,000. Subject to limited immediate rights of termination
(including on the insolvency of the Company or Sustainability Partners), the
Infrastructure Business Services Agreement may be terminated on twelve months'
written notice.
Apex Listed Company Services UK Limited remains the Administrator and Company
Secretary for the Company.
Operational update
Following the sales mentioned above, the Company's sole remaining renewable
energy assets comprise the Beacon 2 and 5 solar farms. A separate Operational
Report from Sustainability Partners can be found in the Annual Financial
Report.
Performance, NAV and Valuation:
The NAV total return per Ordinary Share was (15.7)% for the year ended 31
December 2025. Other key metrics were:
For the year ended 31 December 2025, the Group has reported a combined loss
after tax of US$9.8 million, compared to a combined loss after tax of US$53.97
million for the year ended 31 December 2024.
The NAV as at 31 December 2025 was US$51.9 million (equating to 37.6 cents per
Ordinary Share) (31 December 2024: US$61.7 million equating to 44.7 cents per
Ordinary Share), a decrease of 15.9%, principally as the result of the sale of
the DG Solar assets in March 2025 and Whirlwind assets in December 2025 in
accordance with the Managed Wind Down. In addition, the independent valuation
of Beacon 2 and 5 remained broadly consistent with the prior year and did not
result in a material change in NAV.
In sterling terms, the Ordinary Share NAV at 31 December 2025 was £38.5
million (28.0p per Ordinary Share) compared to £45.9 million (33.2 per
Ordinary Share) as at 31 December 2024.
The portfolio valuation of the remaining assets after the sale of the DG Solar
and Whirlwind assets as at 31 December 2025 was provided by an independent
valuation firm, Kroll, LLC, independent provider of financial and risk
advisory solutions.
Fair value of the Beacon asset was derived using an income approach (DCF
methodology) given the sale process had stalled and there were no additional
bids, which follows IPEV Guidelines. Typically, DCF is deemed the most
appropriate methodology when detailed projection of future cash flows is
possible. Under the income approach, the fair value of each asset is derived
by projecting the future cash flows of an asset, based on a range of operating
assumptions for revenues and expenses, and discounting those future cash flows
to the present day with a pre-tax discount rate appropriately calibrated to
the risk profile of the asset and market dynamics.
The blended weighted average pre-tax discount rate used at 31 December 2025
was 7.9% (31 December 2024: 8.4% blended).
The basis of valuation relies on financial forecasts which by their very
nature are uncertain. The forecasts and projections are based upon assumptions
about events and circumstances which have not yet transpired. The Company
cannot provide any assurance that the estimates will be representative of the
cash flows which will actually be achieved during the forecast period. If
these assumptions are not correct or do not hold true, the valuations could
change materially. Sustainability Partners confirmed that the information
provided to Kroll for their valuation was materially complete, fair in the
manner of its portrayal and, therefore, forms a reliable basis for the
valuation. As the Company is in Managed Wind Down, the ultimate determinant of
values will be what willing buyers are prepared to pay for the Company's
remaining assets.
Financing and gearing
As discussed above, following the DG Solar Sale, the RCF was fully repaid and
the Group had no debt at holding company level and hence gearing was nil as at
31 December 2025.
The Company had non-recourse project-level debt of approximately US$43.5
million secured on the Beacon 2 and Beacon 5 projects, maturing on 30 June
2026.
Subsequent to year end, the Company progressed a refinancing of the Beacon 2
and Beacon 5 project-level debt, together with the buyout of the remaining tax
equity investor interests in the projects. The transactions are scheduled to
close around end of April 2026, subject to customary closing conditions.
In connection with the tax equity buyout, the Company expects to acquire the
remaining interests held by the tax equity investor in Beacon 2 and Beacon 5.
The aggregate purchase price is expected to be approximately US$4.2 million,
comprising approximately US$2.2 million for Beacon 2 and US$2.0 million for
Beacon 5. Following completion, the tax equity investor will cease to be a
member of the project holding entities.
Based on the current refinancing model, the new funded term loan facilities
are expected to total approximately US$84.1 million, comprising approximately
US$46.6 million for Beacon 2 and US$37.5 million for Beacon 5. Proceeds are
expected to be used to repay existing project-level indebtedness and related
transaction costs.
Upon completion, the refinancing is expected to extend the maturity profile of
the project-level debt and simplify the ownership structure of Beacon 2 and
Beacon 5.
Group Cash Position at 31 December 2025
The Group cash position amounted to US$23,696,000 (2024: US$14,840,000) at 31
December 2025. These amounts include cash and cash equivalents at Holdco
companies.
Dividends
During 2025, no dividends were declared. The Board's focus going forward will
be to realise the remaining assets and, in due course, return capital to
Shareholders. Dividends will be restricted to such amount, if any, as required
to maintain Investment Trust status.
Returning Capital to Shareholders
As announced on 26 February 2026, as realisations of the Company's assets
occur, the Board believes it would be prudent to have a method for returning
available capital amounts to Shareholders to the extent possible.
After due consideration, the Board believes that one of the fairest and most
efficient ways of returning cash to Shareholders is by adopting a B Share
Scheme whereby the Company will be able to issue redeemable B Shares to
Shareholders and to redeem them on each Redemption Date without further action
being required by Shareholders.
At the General Meeting held on 7 April 2026, the Shareholders approved the
adoption of the B Share scheme. The quantum of B Share Returns of Capital to
Shareholders will be capped at half the amount of the Company's distributable
profit. At the date of this report, that is approximately US$20 million. The
timing of B Share Returns of Capital are at the discretion of the Board, which
will announce details of each B Share Return of Capital, including the
relevant Record Date, Redemption Price and Redemption Date, through an RIS
Announcement.
The adoption of a B Share Scheme will not limit the ability of the Company to
return cash to Shareholders by using other mechanisms and the Board will
continue to review its efficiency over time.
Board
I joined the Board in July 2024, becoming Chair on 14 January 2025 when
Patrick O'Donnell Bourke stepped down. Tammy Richards resigned from the Board
on 26 June 2025.
On 8 December 2025 Nancy Johnson was appointed as a director of the Company,
having parted ways with Sustainability Partners.
The Board currently comprises three directors who together have a good balance
of sector, investment trust and wider financial investment experience.
Subsequent Events
On 22 January the Company announced the appointment of Canaccord Genuity
Limited to act as the Company's sole corporate broker.
On 26 February 2026, the Company published details of the proposed B Share
scheme, a mechanism by which capital could be returned to Shareholders.
On 7 April 2026 at a General Meeting of the Company, the Shareholders approved
the B Share scheme.
The Company progressed a refinancing of the Beacon 2 and Beacon 5
project-level debt, together with the buyout of the remaining tax equity
investor interests in the projects.
Outlook
The exact outcome of the Whirlwind sale is not known at the date of this
report. To date the Company received a payment of US$12m at closing but
significant sums of US$9.38 million are still subject to the Escrow Holdback,
the release of which is dependent on curtailment being lifted by ERCOT. In
addition, there is the possibility of an earn out of up to US$7m, details of
which are described above. The outcome of both the Escrow Holdback and the
Earn Out remain uncertain and unknown at this time.
The focus of the Company and the Board is to ensure an orderly Managed Wind
Down which as at the date of this report will require the sale of the
remaining assets, Beacon 2 and 5. However the Company is not a forced seller
at any price in the short term and the Board will review in detail to
understand what if anything needs to be carried out before any sale to improve
the likelihood of receiving a fair price for Shareholders and, in so far as it
is possible, the appropriate timing of any sale, recognising also that there
may need to be a period of time before there is greater clarity of the
environment for selling renewable assets. This includes the impact the
economic policies of the US Administration may have on the Company's ability
to operate these assets whilst at the same time seeking a fair price for
Shareholders for these assets as part of a Managed Wind down. However the
Board does not expect the Company to retain the asset for any length of time
and will keep Shareholders informed as its thinking progresses. The Board will
also continue to consult with the Company's key Shareholders to make sure that
it is fully aware of Shareholders' feedback at all times, particularly with
regard to the Managed Wind-Down process.
Annual General Meeting
We look forward to welcoming Shareholders at the Company's Annual General
Meeting ("AGM") to be held on 17 June 2026.
Brett Miller
Chair
29 April 2026
Operational Report
for the twelve months ended December 2025
RNEW is supported by Sustainability Partners which was appointed as the
Company's Infrastructure Business Service Provider on 6 May 2025 to provide
day-to-day operational support to the Company in relation to the management of
the Company's business and assets (including providing support to the
Company's other service providers in relation to valuations and financial
reporting). Previously this role was undertaken by Ecofin who served notice on
the Company in February 2025. On 25 June 2025 the Financial Conduct Authority
approved the Company's application to become a self-managed alternative
investment fund. The Company intends to remain self-managed for the remainder
of the wind-down process. During the twelve months ended 31 December 2025, the
portfolio generated 187.5 GWh of clean energy, 2.9% below budget. The table
below presents the operating performance of assets held during the year,
including Whirlwind, which was sold on 30 December 2025.
Of the total, solar assets generated 98.9 GWh, 4.5% below budget and wind
assets generated 88.6 GWh, 1.0% below budget. The portfolio's 100% contracted
revenue structure generated revenues of $4.7 million for the Company in 2025.
As at 31 December 2025, RNEW's portfolio had 100% of its revenue contracted
with a weighted average remaining term of 17.0 years. Approximately 99% of the
portfolio benefits from fixed-price revenues, with annual escalators of 1-2%,
through PPAs. These fixed price contracts mitigate market price risk for the
term of the contracts.
Cash flows were below budget primarily due to underperformance of Beacon 2 and
5 and Whirlwind operating at a reduced capacity during 2025.
Whirlwind
The Whirlwind Wind Farm has experienced ongoing operational challenges this
year and was operating at a reduced capacity of 27.6MW during 2025 due to an
oscillation issue encountered when reconnecting to the Matador Substation. The
Balance of Plant manager, NAES, was working closely with Siemens Gamesa to
implement the required "weak grid settings" to mitigate the oscillation and
restore the facility to full output, subject to ERCOT approval.
The sale of Whirlwind was completed as part of the managed wind-down on 30
December 2025.
Beacon 2 and Beacon 5
The Beacon 2 and Beacon 5 solar assets also faced issues during late 2025.
Beacon 2 underperformed by 2.8%, mainly due to issues with inverters. Beacon 5
underperformed by 6.6%, with inverters also experiencing faults. Increased
inverter downtime was attributed to an insufficient spare parts inventory.
This issue was addressed with the O&M provider, NovaSource, and the asset
manager, Arevon, and a decision was made to transition away from Arevon at the
end of 2025.
The onboarding of the new asset manager, Radian Gen, was completed in December
2025. Radian's focus on establishing and maintaining a robust spare parts
inventory is expected to significantly reduce inverter downtime and improve
overall production in 2026.
In a related initiative, Ecofin together with the projects' co-owner, S&B
Energy, are exploring a Battery Energy Storage Solution (BESS) at the Beacon
site to enhance value and there are also proposals to extend the PPA.
Investment Name Sector State Actual Budget GWh Above % Above
(GWh)
(GWh)
(Below) Budget
(Below) Budget
Beacon 2 Utility-Scale Solar California 55.1 56.7 (1.6) (2.8%)
Beacon 5 Utility-Scale Solar California 43.8 46.9 (3.1) (6.6%)
---------- ---------- ---------- ----------
Solar Subtotal 98.9 103.6 (4.7) (4.5%)
Whirlwind* Wind Texas 88.6 89.5 (0.9) (1.0%)
---------- ---------- ---------- ----------
Wind Subtotal 88.6 89.5 (0.9) (1.0%)
---------- ---------- ---------- ----------
Total 187.5 193.1 (5.6) (2.9%)
===== ===== ===== =====
*Whirlwind was sold on 30 December 2025 and is included in the table above to
present operating performance for the year ended 31 December 2025.
Investment Objective and Investment Policy
At a General Meeting held on 14 January 2025 the following new investment
objective and investment policy were adopted:
Investment objective
The Company's investment objective is to realise all the assets in the Group's
portfolio, in an orderly manner with a view to ultimately returning cash to
the Company's Shareholders following repayment of any outstanding borrowings
of the Group from the proceeds of the assets realised pursuant to the
Investment Policy (the Managed Wind Down).
Investment policy and strategy
The assets of the Group will be realised in an orderly manner, returning cash
to the Company's Shareholders at such times and in such manner as the Board of
directors of the Company from time to time (the Board) may, in its absolute
discretion, determine. The Board will endeavour to realise all of the Group's
assets in a manner that achieves a balance between maximising the net value
received from those assets and making timely returns to the Company's
Shareholders.
The Company will cease to make any new investments (including any follow-on
investments) or to undertake any capital expenditure, except with the prior
written approval of the Board and where, in the opinion of the Board, in its
absolute discretion:
a. failure to make the investment or undertake the capital expenditure would
result in a breach of contract or applicable law or regulation by the Company,
any member of its Group or any vehicle through which it holds its investments;
or
b. the investment or capital expenditure is considered necessary to protect
or enhance the value of any existing investment or to facilitate an orderly
disposal,
any such investment or capital expenditure being a "Permitted Investment".
Subject to the ability of the Company to make Permitted Investments, any cash
received by the Group during the Managed Wind-Down that has not been used to
repay borrowings prior to its distribution to the Company's Shareholders will
be held by the Group as cash in Sterling or U.S. Dollar on deposit and/or as
cash equivalent securities, including short-dated corporate bonds or other
cash equivalents, cash funds or bank cash deposits (and/or funds holding such
investments).
The net proceeds from realisations will be used to repay borrowings and make
timely returns of capital to the Company's Shareholders (net of provisions for
the Company's costs and expenses) in such manner as the Board considers
appropriate.
Investment restrictions
The Company will continue to comply with the requirements imposed by the UK
Listing Rules made by the Financial Conduct Authority in force from time to
time, notwithstanding that the concentration of the value of the Company's
portfolio in fewer holdings will reduce diversification and the spread of
investment risk.
Gearing policy
The Group may utilise borrowings for short-term liquidity and working capital
purposes.
Gearing represented by borrowings shall not exceed 25 per cent. of net asset
value, measured at the point of entry into or acquiring such debt.
Currency and hedging policy
The Group may use derivatives for the purposes of hedging, partially or fully:
a) electricity price risk relating to any electricity or other benefit
including renewable energy credits or incentives, generated from its renewable
energy assets not sold under a power purchase agreement (PPA), as further
described below;
b) currency risk in relation to any Sterling (or other non - U.S. Dollar)
denominated operational expenses of the Company;
c) other project risks that can be cost-effectively managed through
derivatives (including, without limitation, weather risk); and
d) interest rate risk associated with the Company's debt facilities.
In order to hedge electricity price risk, the Company may enter into
specialised derivatives, such as contracts for difference or other hedging
arrangements, which may be part of a tripartite or other PPA arrangement in
certain wholesale markets where such arrangements are required to provide an
effective fixed price under the PPA.
Members of the Group will only enter into hedging or other derivative
contracts when they reasonably expect to have an exposure to a price or rate
risk that is the subject of the hedge.
Amendments to the investment objective, policy and investment restrictions
If the Board considers it appropriate to amend materially the investment
objective, investment policy or investment restrictions of the Company,
Shareholder approval to any such amendment will be sought by way of an
ordinary resolution proposed at an annual or other general meeting of the
Company.
Risk Management
Principal Risks
The Board is responsible for the ongoing identification, evaluation and
management of the principal risks faced by the Company. On behalf of the
Board, the Risk Committee has established a process for the regular review of
these risks and their mitigation. This process principally involves a
semi-annual review of the Company's risk matrix and accords with the UK
Corporate Governance Code (the "UK Code") and the Financial Reporting
Council's ("FRC") Guidance on Risk Management, Internal Control and Related
Financial and Business Reporting. The Directors have carried out a robust
assessment of the principal risks facing the Company, including those that
would threaten its business model, future performance, solvency and liquidity.
The following sections detail the risks the Board considers to be the most
significant to the Company:
Risk Possible Consequences Change in risk assessment during the year Risk Mitigation and Controls Current Year Risk Scores
Electricity Price Lower electricity prices in the U.S. could negatively impact the Company's Decreased The Company aims to sell output under long-term offtake arrangements with Medium
returns and/or the value of its two remaining investments. credit worthy counterparties. As at the date of this report, the portfolio
benefited from a weighted average revenue contract term of 17 years. In its
asset valuations, the Company uses long-term electricity price forecasts
prepared by an independent third party.
Interest Rate, Currency and Inflation The Company may be adversely affected by changes in interest, currency No change Interest, currency and inflation rates are monitored regularly by the Company. Medium
exchange and inflation rates. Rising interest rates may lead to higher The Company may implement interest and currency rate hedging by fixing a
discount rates. portion of the Company's exposure to any floating rate obligation using
interest or currency rate swaps or other means.
Where possible, the Company enters into medium to long-term contracts to fix
costs. Inflation risk can also be partly mitigated where projects' revenue
offtake arrangements are subject to indexation.
Discount rates are reviewed regularly by the Board, and on a semi-annual basis
by the Independent Valuer.
Managed Wind-Down With effect from 14 January 2025 the Company revised its Investment Policy and No change On 11 March 2025 and 31 December 2025, the Company announced the completion of High
is now in a Managed Wind Down. The Company may not be able to sell its its sale of its DG Solar assets and Whirlwind respectively. The Board's focus
remaining assets at attractive prices and in a timely manner. is to sell the Company's remaining assets.
Operational Performance Renewable Assets may encounter operational difficulties that cause them to No change Operational support is provided by Sustainability Partners LLC. Additionally, Medium
perform at lower levels than expected. insurance programmes are in place for each asset.
Investment Valuation The valuation of assets are inherently subjective and uncertain. No change An Independent Valuer conducts a valuation of the Company's assets, including Medium
a review of discount rates, on a semi-annual basis.
Projections are based on the Independent Valuer's and the Board's assessment
at the date of valuation and are only estimates of future results.
Political and Regulatory The value of existing investments may be impacted by changes in government No change Due diligence is undertaken at purchase with support from legal advisers and Medium
policy, in government policy incentives or in U.S. tax laws. monitoring of political and regulatory risks is ongoing. When incentive
programs are changed, the changes typically affect projects that have yet to
be built. Existing projects are usually grandfathered and retain the benefits
associated with the incentive scheme in place when they were constructed. The
Board seeks to reduce exposure to political and regulatory risk by entering
into long-term contracts to fix both revenue streams associated with
incentives and costs (e.g. property taxes).
The Board monitors potential changes in policy that could affect RNEW's
portfolio.
Cyber Information and technology systems and those of other service providers to the No change The Company relies on the systems of its service providers. Cyber security Medium
Company may be vulnerable to cyber security breaches and identity theft which policies and procedures are maintained by key service providers and are
could adversely impact the Company's ability to continue to operate without reported to the Board periodically. The Administrator and the Board include
interruption. cyber risk in their reviews of counterparties.
Service Provider Reliance The Company has no employees and is reliant on the performance of third-party No change Through its Management Engagement Committee, the Board conducts a formal High
service providers. assessment of each key service provider's performance once a year. To assist
its ability to properly oversee the Company's service providers, the Board
Service Providers may be unable to complete their role or may not perform requires them to notify it as soon as reasonably practicable following any
well, which could lead to a deterioration in Shareholder value. material breach of their contracts with the Company.
Counterparty There is the potential for losses to be incurred due to default by an offtaker No change A fundamental part of Sustainability Partners LLC's due diligence process Medium
or other counterparty. involves reviewing the most recent credit rating of the offtaker provided by a
third party credit rating agency or performing an independent credit review of
the offtaker's credit status.
The credit status of other counterparties (e.g. banks) is also assessed and
monitored.
Climate The Company is exposed to the impacts of climate change i.e. risks relating to Increased The Board considers the potential impact the weather may have on electricity High
weather conditions and performance of equipment. production. By no longer being invested in diverse projects spread across the
U.S. the impact of any localised, potentially unfavourable weather conditions
is a big risk.
ESG Risks such as health and safety, respect for human rights, bribery, No change The Company monitors the portfolio and quantifies the ESG impact of its High
corruption, environmental management practices, duty of care and compliance investments.
with relevant laws and regulations, may also arise.
Each service provider has, and is responsible for, its own health and safety
policies and procedures.
Deferred consideration A risk exists that the Company will not receive the deferred payments from the New risk The Board meets regularly with the Purchaser to discuss progress. High
Whirlwind sale.
Investment Trust Status If the Company were to fall below the 35% threshold of the aggregate New risk The Board monitors the shareholding and issued a market announcement on 15 High
proportion of the Company's voting power held by the public, or otherwise fail April 2026.
to satisfy the HMRC investment trust regime, it would risk loss of its
investment trust status, including loss of the exemption from UK corporate tax
on chargeable gains and other tax consequences.
========= ================= ====== ============== =========
Risks are managed and mitigated by the Board through continual review, policy
setting, and regular reviews of the Company's risk matrix by the Risk
Committee to ensure that procedures are in place with the intention of
minimising the impact of the above- mentioned risks.
Members of the Risk Committee bring a diversity of external knowledge,
including of the renewable energy and investment trust (and financial services
generally) marketplaces, trends, threats etc. as well as macro/strategic
insight. The Risk Committee carries out a formal risk assessment at each of
its meetings (minimum twice a year).
The Company's Broker regularly reports to the Board on markets, the investment
company sector and the Company's peer group. The Infrastructure Business
Service Provider works with reputable EPC firms to reduce the risk that any
materials sourced from vendors employing the use of forced labour end up in
the Company's projects and actively monitors developments on this issue. The
Company is not aware of any such materials having been used in the Company's
projects.
The Company Secretary briefs the Board on forthcoming legislation/regulatory
change in the UK that might impact the Company. The Auditor also provides an
annual update on regulatory changes relevant to the Company.
The Company is a member of the Association of Investment Companies ("AIC"),
which provides regular technical updates as well as drawing members' attention
to forthcoming industry/regulatory issues and advising on compliance
obligations.
When required, experts are employed to provide information and technical
advice, including legal and tax.
Business Review
The Strategic Report has been prepared to provide information to Shareholders
to assess how the Directors have performed their duty to promote the success
of the Company.
The Strategic Report contains certain forward-looking statements. These
statements are made by the Directors in good faith based on the information
available to them up to the time of their approval of this report and such
statements should be treated with caution due to the inherent uncertainties,
including both economic and business risk factors, underlying any such
forward-looking information.
The Company is an alternative investment fund ("AIF") under the European
Union's alternative investment fund managers' directive ("AIFMD").
Up until 25 June 2025, the Company's Alternative Investment Fund Manager
('AIFM') and Investment Manager was Ecofin.
Following approval by the Financial Conduct Authority, the Company's has
become a self-managed alternative investment fund which became effective on 25
June 2025.
On 6 May 2025, Sustainability Partners Services, LLC were appointed as the
Infrastructure Business Service Provider providing the day-to-day operation
support to the Company in relation to the management of the Company's business
and assets (including providing support to the Company's other service
providers in relation to valuations and financial reporting).
The Directors are responsible for managing the business affairs of the Company
in accordance with the Articles and have overall responsibility for the
Company's activities including the review of investment activity and
performance and the overall supervision of the Company. The Directors may
delegate certain functions to other parties such as the Investment Manager,
the Administrator and the Registrar. In particular, the Directors have
delegated responsibility for managing the portfolio to the Investment Manager.
All the Directors are non-executive. The majority of the Directors were
considered by the Board to be independent of the former Investment Manager and
Infrastructure Business Service Provider upon and since appointment.
A description of the role of the Board can be found in the Corporate
Governance Statement.
Key Performance Indicators
The Company's Board of Directors meets regularly and at each meeting reviews
performance against a number of key performance indicators which include the
following:
- Efficient Return of Capital;
- Dividends;
- Premium/discount of share price to NAV per Share; and
- Ongoing charges ratio.
Dividends
Since the commencement of the managed wind-down process, the Company will pay
dividends as interim dividends only as required to maintain investment trust
status. As the Company's portfolio reduces in size its operating costs will
become a greater proportion of its income. The Company intends to maintain its
investment trust status and listing during this managed realisation process
prior to the Company's eventual liquidation. Maintaining the listing would
allow Shareholders to continue to trade Shares during the managed wind down of
the Company.
The Board has decided to focus the Company's cash-flow in anticipation of
future returns of capital to Shareholders.
Efficient Return of Capital
In line with the Managed Wind-down status of the Company, the Board is focused
on the disposal of the Company's assets and the efficient return of capital to
Shareholders.
On 11 March 2025, the Company announced that it had concluded on the sale of
its investment in US distributed solar assets (the DG Portfolio) to a
subsidiary of True Green Capital Fund IV, LP. The sales proceeds were partly
used to repay the Company's RCF.
On 31 December 2025, the Company announced that it had concluded on the sale
of Whirlwind.
As announced on 26 February 2026, as realisations of the Company's assets
occur, the Board believes it would be prudent to have a method for returning
available capital amounts to Shareholders to the extent possible.
After due consideration, the Board believes that one of the fairest and most
efficient ways of returning cash to Shareholders is by adopting a B Share
Scheme whereby the Company will be able to issue redeemable B Shares to
Shareholders and to redeem them on each Redemption Date without further action
being required by Shareholders.
At the General Meeting held on 7 April 2026, the Shareholders approved the
adoption of the B Share scheme. The quantum of B Share Returns of Capital to
Shareholders will be capped at half the amount of the Company's distributable
profit. At the date of this report, that is approximately $20 million. The
timing of B Share Returns of Capital are at the discretion of the Board, which
will announce details of each B Share Return of Capital, including the
relevant Record Date, Redemption Price and Redemption Date, through an RIS
Announcement.
The adoption of a B Share Scheme will not limit the ability of the Company to
return cash to Shareholders by using other mechanisms and the Board will
continue to review its efficiency over time.
Premium/discount of share price to NAV per Share
The Board monitors the price of the Company's Shares in relation to NAV and
the premium/discount at which the Shares trade. The Company has Shareholder
authority to issue and buy back Shares, which could assist short-term
management of premium and discount respectively. However, the level of
discount or premium is mostly a function of investor sentiment and associated
demand for the Shares, over which the Board may have limited influence.
The share price stood at a 46.3% discount to NAV as at 31 December 2025.
Further details are provided in the Chair's Statement in the Annual Financial
Report.
Ongoing charges ratio
The expenses of managing the Company are carefully monitored by the Board. The
standard performance measure of these is the ongoing charges ratio ("OCR"),
which is calculated by dividing the sum of such expenses over the course of
the year, including those charged to capital, by the average NAV over the
year.
This ratio provides a guide to the effect on performance of annual operating
costs. The Company's OCR for the year to 31 December 2025 was 2.3% (year ended
31 December 2024: 2.30%).
Statement of Directors' Responsibilities in Respect of the Financial
Statements
Directors' responsibilities
The Directors are responsible for preparing the Annual Report and the
financial statements in accordance with international accounting standards in
conformity with the requirements of the Act and applicable law and
regulations.
Company law requires the Directors to prepare financial statements for each
financial year and the Directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of
affairs of the Company and of the profit or loss for the Company for that
period. The Directors are also required to prepare financial statements in
accordance with UK adopted international accounting standards.
In preparing these financial statements, the Directors are required to:
- select suitable accounting policies and then apply them
consistently;
- make judgements and accounting estimates that are reasonable and
prudent;
- state whether they have been prepared in accordance with UK adopted
international accounting standards, subject to any material departures
disclosed and explained in the financial statements;
- prepare the financial statements on the going concern basis unless
it is inappropriate to presume that the Company will continue in business. As
stated in note 2 the Directors do not consider the company to be a going
concern and have prepared the financial statements on a basis other than that
of a going concern; and
- prepare a Directors' Report, a Strategic Report and Directors'
Remuneration Report which comply with the requirements of the Companies Act
2006.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company's transactions and disclose with
reasonable accuracy at any time the financial position of the Company and
enable them to ensure that the financial statements comply with the Act and,
as regards the financial statements, Article 4 of the IAS Regulation.
They are also responsible for safeguarding the assets of the Company and hence
for taking reasonable steps for the prevention and detection of fraud and
other irregularities. The Directors are responsible for ensuring that the
Annual Report and financial statements, taken as a whole, are fair, balanced,
and understandable and provide the information necessary for Shareholders to
assess the Company's performance, business model and strategy.
Website publication
The Directors are responsible for ensuring the Annual Report and the financial
statements are made available on a website. Financial statements are published
on the Company's website in accordance with legislation in the United Kingdom
governing the preparation and dissemination of financial statements, which may
vary from legislation in other jurisdictions. The maintenance and integrity of
the Company's website is the responsibility of the Directors. The Directors'
responsibility also extends to the ongoing integrity of the financial
statements contained therein.
Directors' responsibilities pursuant to DTR4
The Directors confirm to the best of their knowledge:
- The financial statements have been prepared in accordance with the
applicable set of accounting standards and Article 4 of the IAS Regulation and
give a true and fair view of the assets, liabilities, financial position and
profit and loss of the Company; and
- The Annual Report includes a fair review of the development and
performance of the business and the financial position of the Company,
together with a description of the principal risks and uncertainties that it
faces.
Brett Miller
Chair of the Board
29 April 2026
Statement of Comprehensive Income
Year ended 31 December 2025
Year ended 31 December 2025 Year ended 31 December 2024
Notes Revenue Capital Total Revenue Capital Total
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Losses on investments 4 - (9,522) (9,522) - (55,204) (55,204)
Net foreign exchange gains/(losses) - (4) (4) - 4 4
Income 5 1,111 - 1,111 3,246 - 3,246
Investment management fees 6 (290) - (290) (879) - (879)
Other expenses 7 (1,127) - (1,127) (1,138) - (1,138)
----------- ----------- ----------- ----------- ----------- -----------
Profit/(loss) on ordinary activities before finance costs and taxation (306) (9,526) (9,832) 1,229 (55,200) (53,971)
----------- ----------- ----------- ----------- ----------- -----------
Taxation 9 - - - - - -
----------- ----------- ----------- ----------- ----------- -----------
Profit/(loss) on ordinary activities after taxation (306) (9,526) (9,832) 1,229 (55,200) (53,971)
======= ======= ======= ======= ======= =======
Earnings per Share 8 (0.22c) (6.90c) (7.12c) 0.88c (39.97c) (39.09c)
======= ======= ======= ======= ======= =======
The total column of the Statement of Comprehensive Income is the profit and
loss account of the Company.
The supplementary revenue return and capital columns have been prepared in
accordance with the Association of Investment Companies Statement of
Recommended Practice (AIC SORP).
All revenue and capital items in the above statement derive from continuing
operations. No operations were acquired or discontinued during the year.
Profit on ordinary activities after taxation is also the "Total comprehensive
loss for the period".
Statement of Financial Position
Year ended 31 December 2025
Notes As at As at
31 December 2025
31 December 2024
US$'000 US$'000
Non-current assets
Investments at fair value through profit or loss 4 52,072 61,594
Current assets
Cash and cash equivalents 383 828
Trade and other receivables 10 6 57
--------- ---------
389 885
Current liabilities
Trade and other payables 11 (537) (723)
(537) (723)
--------- ---------
Net current (liabilities)/assets (148) 162
Net assets 51,924 61,756
====== ======
Capital and reserves: equity
Share capital 12 1,381 1,381
Share premium 14 12,732 12,732
Special distributable reserve 14 120,548 120,548
Capital reserve 14 (82,431) (72,905)
Revenue reserve 14 (306) -
--------- ---------
Total Shareholders' funds 51,924 61,756
====== ======
Net assets per Ordinary Share (cents) 37.6c 44.7c
No. of ordinary shares in issue 15 138,078,496 138,078,496
====== ======
Approved and authorised by the Board of directors for issue on 29 April 2026.
Brett Miller
Chair of the Board
Company Number: 12809472
Statement of Changes in Equity
Year ended 31 December 2025
Notes Share Share premium Special distributable reserve Capital reserve Revenue reserve Total
capital US$'000 US$'000 US$'000 US$'000 US$'000
US$'000
Opening equity as at 1 January 2025 1,381 12,732 120,548 (72,905) - 61,756
Profit/(loss) and total comprehensive income for the year - - - (9,526) (306) (9,832)
------------ ------------ ------------ ------------ ------------ ------------
Closing equity as at 31 December 2025 1,381 12,732 120,548 (82,431) (306) 51,924
======= ======= ======= ======= ======= =======
YEAR ENDED 31 DECEMBER 2024
Notes Share Share premium Special distributable reserve Capital reserve Revenue reserve Total
capital US$'000 US$'000 US$'000 US$'000 US$'000
US$'000
Opening equity as at 1 January 2024 1,381 12,732 121,250 (17,705) 1 117,659
Transactions with Shareholders
Dividend distribution 13 - - (702) - (1,230) (1,932)
------------ ------------ ------------ ------------ ------------ ------------
Total transactions with Shareholders - - (702) - (1,230) (1,932)
Profit/(loss) and total comprehensive income for the year - - - (55,200) 1,229 (53,971)
------------ ------------ ------------ ------------ ------------ ------------
Closing equity as at 31 December 2024 1,381 12,732 120,548 (72,905) - 61,756
======= ======= ======= ======= ======= =======
Statement of Cash Flows
Year ended 31 December 2025
Notes Year ended Year ended
31 December 31 December 2024
2025 US$'000
US$'000
Operating activities
Loss on ordinary activities before taxation (9,832) (53,971)
Adjustment for unrealised losses on investments 9,522 55,204
Decrease/(increase) in trade and other receivables 51 (49)
Decrease in trade and other payables (186) (72)
------------ ------------
Net cash flow (used in)/from operating activities (445) 1,112
======= =======
Financing activities
Dividends paid 13 - (1,932)
------------ ------------
Net cash flow used in financing activities - (1,932)
======= =======
Decrease in cash (445) (820)
Cash and cash equivalents at start of the Year 828 1,648
Cash and cash equivalents at end of the Year 383 828
======= =======
Notes As at As at
31 December 2025
31 December 2024
US$'000 US$'000
Cash and cash equivalents
Money market cash deposits 383 828
------------ ------------
Total cash and cash equivalents at end of the Year 383 828
======= =======
Notes to the Financial Statements
For the year ended 31 December 2025
1. General Information
Ecofin U.S. Renewables Infrastructure Trust PLC ("RNEW" or the "Company") is a
public company limited by shares incorporated in England and Wales on 12
August 2020 with registered number 12809472. The Company is a closed-ended
investment company with an indefinite life. The Company commenced operations
on 22 December 2020 when its Shares were admitted to trading on the LSE. 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.
The Company's investment objective is to realise all the assets in the Group's
portfolio, in an orderly manner with a view to ultimately returning cash to
the Company's shareholders following repayment of any outstanding borrowings
of the Group from the proceeds of the assets realised pursuant to the
Investment Policy (the "Managed Wind-Down).
The financial statements comprise only the results of the Company, as its
investment in RNEW Holdco, LLC ("Holdco") is included at fair value through
profit or loss ("FVTPL") as detailed in the key accounting policies below.
RNEW is supported by Sustainability Partners which was appointed as the
Company's Infrastructure Business Service Provider on 6 May 2025 to provide
day-to-day operational support to the Company in relation to the management of
the Company's business and assets (including providing support to the
Company's other service providers in relation to valuations and financial
reporting).
Previously this role was undertaken by Ecofin Advisors, LLC ("Ecofin") who
served notice on the Company in February 2025.
On 25 June 2025 the Financial Conduct Authority approved the Company's
application to become a self-managed alternative investment fund. The Company
intends to remain self-managed for the remainder of the wind-down process.
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 have been prepared in accordance with applicable law
and UK-adopted international accounting standards. The financial statements
have been prepared on the historical cost basis, as modified for the
measurement of certain financial instruments at FVTPL.
The 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 AIC in July 2022.
The functional currency of the Company is U.S. dollars as this is the currency
of the primary economic environment in which the Company operates and where
its investments are located. The Company's investment in Holdco is denominated
in U.S. dollars and a substantial majority of its income is receivable, and of
its expenses is payable, in U.S. dollars. Also, a majority of the Company's
cash and cash equivalent balances is retained in U.S. dollars. Accordingly,
the financial statements are presented in U.S. dollars rounded to the nearest
thousand dollars. The financial statements are prepared on the basis other
than going concern. Further details can be found in the Strategic Report on in
the Annual Financial Report.
Basis of consolidation
The Company has adopted the amendments to IFRS 10 which state that investment
entities should measure all of their subsidiaries that are themselves
investment entities at fair value.
The Company owns 100% of its subsidiary Holdco and invests in SPVs through its
investment in Holdco. The Company and Holdco meet the definition of an
investment entity as described by IFRS 10. Under IFRS 10, investment entities
measure subsidiaries at fair value rather than consolidate them on a
line-by-line basis, meaning Holdco's cash, debt and working capital balances
are included in investments held at fair value rather than in the Company's
current assets and liabilities. Holdco has one investor, which is the Company.
In substance, Holdco is investing the funds of the investors in the Company on
its behalf and is effectively performing investment management services on
behalf of such unrelated beneficiary investors.
Going concern
Following the General Meeting held on 14 January 2025 at which Shareholders
unanimously voted in favour of a change in the Company's Objective and
Investment Policy in order to facilitate a managed wind-down, the process for
an orderly realisation of the Company's assets and a return of capital to
Shareholders has begun. The Company is therefore preparing its financial
statements on a basis other than going concern due to the Company being in a
managed wind-down.
The Directors will endeavour to realise all of the Company's investments in a
manner that achieves a balance between maximising the net value received from
those investments and making timely returns to Shareholders. Once the Managed
Wind-Down has been completed, the Directors intend to liquidate the Company.
The Directors are satisfied that the Company has adequate resources to
continue in operation throughout the winding down period and to meet all its
liabilities as they fall due. Nonetheless, the Directors do not consider it to
be appropriate to adopt the going concern basis of accounting in preparing the
financial statements. On this basis, the Directors have prepared the financial
statements on a basis other than going concern. All of the balance sheet items
have been recognised on a realisation basis, which is not materially different
from the carrying amount. No additional adjustments to accounting policies or
the valuation basis have arisen as a result of ceasing to apply the going
concern basis.
Characteristics of an investment entity
Under the definition of an investment entity, the Company should satisfy all
three of the following tests:
Company obtains funds from one or more investors for the purpose of providing
those investors with investment management services;
Company commits to its investors that its business purpose is to invest funds
solely for returns from capital appreciation, investment income, or both; and
Company measures and evaluates the performance of substantially all of its
investments on a fair value basis.
In assessing whether the Company meets the definition of an investment entity
set out in IFRS 10, the Directors note that:
- the Company has multiple investors and obtains funds from a diverse
group of Shareholders who would otherwise not have access individually to
investing in renewable energy and sustainable infrastructure investments
("Renewable Assets") due to high barriers to entry and capital requirements;
and
- the Company measures and evaluates the performance of all of its
investments on a fair value basis which is the most relevant for investors in
the Company. Management uses fair value information as a primary measurement
to evaluate the performance of all of the Company's investments and in
decision-making.
The Directors are of the opinion that the Company meets all the
characteristics of an investment entity and therefore meets the definition set
out in IFRS 10. The Directors are satisfied that investment entity accounting
treatment appropriately reflects the Company's activities as an investment
trust.
Critical accounting judgements, estimates and assumptions
Preparation of the financial statements requires management to make
judgements, estimates and assumptions that affect the application of
accounting policies and the reported amount of assets, liabilities, income and
expenses. Estimates are, by their nature, based on judgement and available
information, hence actual results may differ from these judgements, estimates
and assumptions. The estimates and assumptions that have a significant risk of
causing a material adjustment to the carrying value of assets and liabilities
are those used to determine the fair value of the investments as disclosed in
note 4 to the financial statement.
Key judgements
As disclosed above, the Directors have concluded that both the Company and
Holdco meet the definition of an investment entity as defined in IFRS 10. This
conclusion involved a degree of judgement and assessment.
Key estimation and uncertainty: Investments at fair value through profit or
loss
The Company meets the definition of an investment entity as described by IFRS
10, and as such the Company's investment in Holdco is valued at fair value. In
accordance with Company policy, the Company engaged Kroll to carry out a fair
market valuation of the remaining underlying investment in Beacon 2 and 5 as
at 31 December 2025.
Fair value of the remaining operating investment in Beacon 2 and 5 is derived
using a DCF methodology, which follows International Private Equity Valuation
and Venture Capital Valuation Guidelines. Based on discussions with
Management, the Beacon sale process had stalled and no additional bids were
received in the second half of 2025 and, accordingly, the income approach was
weighted at 100% and the market approach at 0%. DCF is deemed the most
appropriate methodology when a detailed projection of future cash flows is
possible. The fair value of the Beacon investment is derived by projecting
future cash flows based on a range of operating assumptions for revenues and
expenses and discounting those future cash flows to present value using
pre-tax discount rates appropriately calibrated to the risk profile of the
asset and market dynamics.
The Company measures the total fair value of Holdco by its net asset value,
which is made up of cash, working capital balances, the fair value of the
remaining Beacon investment as determined using the DCF methodology, and the
carrying value of any other assets and liabilities held at Holdco. Following
completion of the Whirlwind disposal on 30 December 2025, Holdco also retains
exposure to contingent value associated with the escrow holdback and
repowering earnout, the ultimate realisation of which depends on post-closing
contractual outcomes and remains uncertain.
Segmental reporting
The Chief Operating Decision-Maker ("CODM"), which is the Board, is of the
opinion that the Company is engaged in a single segment of business, being
investment in renewable energy infrastructure assets to generate investment
returns whilst preserving capital. The financial information used by the CODM
to manage the Company presents the business as a single segment.
All of the Company's income is generated within the U.S. All of the Group's
non-current assets are located in the U.S.
New standards, interpretations and amendments not yet effective
The following new standards or interpretations are effective for the first
time for periods beginning on or after 1 January 2025 and had no effect on the
Group's or Company's financial statements:
Lack of Exchangeability (Amendments to IAS 21 The Effect of Changes in Foreign
Exchange Rates).
There are a number of standards, amendments to standards, and interpretations
which have been issued by the IASB that are effective in future accounting
periods that the Company has decided not to adopt early.
New and amended standards and interpretations not applied
At the date of authorisation of these financial statements, the following
amendments had been published and will be effective in future accounting
periods.
Effective for accounting periods beginning on or after 1 January 2026:
Classification and measurement of financial instruments (Amendments to IFRS 9
Financial Instruments and IFRS 7)
Effective for accounting periods beginning on or after 1 January 2027:
IFRS 18 Presentation and Disclosures in Financial Statements.
IFRS 19 Subsidiaries without Public Accountability: Disclosures.
IFRS 18 Presentation and Disclosure in Financial Statements, which was issued
by the IASB in April 2024 supersedes IAS 1 and will result in major
consequential amendments to IFRS Accounting Standards including IAS 8 Basis of
preparation of financial statements (renamed from Accounting Policies, Changes
in Accounting Estimates and Errors). Even though IFRS 18 will not have any
effect on the recognition and measurement of items in the consolidated
financial statements, it is expected to have a significant effect on the
presentation and disclosure of certain items. These changes include
categorisation and sub-totals in the statement of profit or loss,
aggregation/disaggregation and labelling of information, and disclosure of
management-defined performance measures. The impact of other new and amended
standards is not expected to be material to the reported results and financial
position of the Group.
3. Material Accounting Policies
Financial Instruments
Financial assets
The Company's financial assets principally comprise an investment held at
FVTPL (investment in Holdco) and trade and other receivables.
The Company's investment in Holdco, being classified as an investment entity
under IFRS 10, is held at FVTPL in accordance with IFRS 9. Gains or losses
resulting from movements in fair value are recognised in the Company's
Statement of Comprehensive Income at each valuation point.
Trade and other receivables are initially recognised at fair value and
subsequently measured at amortised cost using the effective interest rate
method.
Financial liabilities
The Company's financial liabilities include trade and other payables and other
short-term monetary liabilities which are initially recognised at fair value
and subsequently measured at amortised cost using the effective interest rate
method.
Recognition, derecognition and measurement
Financial assets and financial liabilities are recognised in the Company's
Statement of Financial Position when the Company becomes a party to the
contractual provisions of the instrument. Financial assets and financial
liabilities are initially measured at fair value.
Transaction costs that are directly attributable to the acquisition or issue
of financial assets and financial liabilities (other than financial assets and
financial liabilities at FVTPL) are added to or deducted from the fair value
of the financial assets or financial liabilities, as appropriate, on initial
recognition. Transaction costs directly attributable to the acquisition of
financial assets or financial liabilities at FVTPL are recognised immediately
in profit or loss.
Financial assets are derecognised when the rights to receive cash flows from
the investments have expired or the Company has transferred substantially all
risks and rewards of ownership.
A financial liability (in whole or in part) is derecognised when the Company
has extinguished its contractual obligations, or when it expires or is
cancelled.
Subsequent to initial recognition, financial assets at FVTPL are measured at
fair value. Gains and losses resulting from movements in fair value are
recognised in the Statement of Comprehensive Income.
Financial liabilities are subsequently measured at amortised cost using the
effective interest rate method.
Taxation
The following accounting policies for taxation and deferred tax are in respect
of UK tax and deferred taxation.
Investment trusts which have approval under Section 1158 of the Corporation
Tax Act 2010 are not liable for taxation on capital gains. Shortly after
listing the Company received approval as an investment trust by HMRC. Current
tax is the expected tax payable on the taxable income for the Year, using tax
rates that have been enacted or substantively enacted at the date of the
Statement of Financial Position.
Deferred taxation
Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable
profit, and is accounted for using the statement of financial position
liability method. Deferred tax liabilities are recognised for all taxable
temporary differences and deferred tax assets are recognised to the extent
that it is probable that taxable profits will be available against which
deductible temporary differences can be utilised.
Deferred tax is calculated at the tax rates that are expected to apply in the
period when the liability is settled or the asset is realised. Deferred tax is
charged or credited to the Statement of Comprehensive Income except when it
relates to items charged or credited directly to equity, in which case the
deferred tax is also dealt with in equity.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to offset tax assets against tax liabilities and when they
relate to income taxes levied by the same taxation authority and the Company
intends to settle its current tax assets and liabilities on a net basis.
Income
Income includes investment income from financial assets at FVTPL and finance
income.
Dividend income is recognised when received and is reflected in the Statement
of Comprehensive Income as Investment Income. Bank deposit interest income is
earned on bank deposits on an accruals basis.
Expenses
All expenses are accounted for on an accruals basis. In respect of the
analysis between revenue and capital items presented within the Statement of
Comprehensive Income, all expenses, including the Investment Management fee,
are presented in the revenue column of the Statement of Comprehensive income
as they are directly attributable to the operations of the Company.
Details of the Company's fee payments to the Investment Manager and the
Infrastructure Business Service Provider are disclosed in note 6 to the
financial statements.
Foreign currency
Transactions denominated in foreign currencies are translated into U.S.
dollars at actual exchange rates as at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies at the Year
end are reported at the rates of exchange prevailing at the Year end. Any gain
or loss arising from a change in exchange rates subsequent to the date of the
transaction is included as an exchange gain or loss to capital or revenue in
the Statement of Comprehensive Income as appropriate. Foreign exchange
movements on investments are included in the Statement of Comprehensive Income
within gains/losses on investments.
Cash and cash equivalents
Cash and cash equivalents include deposits held at call with banks and other
short-term deposits with original maturities of three months or less.
Share capital and share premium
Shares are classified as equity. Costs directly attributable to the issue of
new Shares (that would have been avoided if there had not been an issue of new
Shares) are recognised against the value of the Share premium account.
Repurchases of the Company's own Shares are recognised and deducted directly
in equity. No gain or loss is recognised in profit or loss on the purchase,
sale, issue or cancellation of the Company's own equity instruments.
Nature and purpose of equity and reserves:
Share capital represents the nominal value (1 cent per share) of the issued
share capital. The Share premium account arose from the net proceeds of new
Shares.
The Special distributable reserve, which can be utilised to fund distributions
to the Company's Shareholders, was created following confirmation of the
Court, through the cancellation and transfer of US$121.3 million in January
2021 from the Share premium account.
The capital reserve reflects any:
- gains or losses on the disposal of investments;
- exchange movements of a capital nature;
- the increases and decreases in the fair value of investments which
have been recognised in the capital column of the Statement of Comprehensive
Income; and
- expenses which are capital in nature.
The revenue reserve reflects all income and expenditure recognised in the
revenue column of the Statement of Comprehensive Income and is distributable
by way of dividend.
The Company's distributable reserves consist of the Special distributable
reserve, the Capital reserve attributable to realised profits and the Revenue
reserve.
Dividend payable
Dividends payable are recognised as distributions in the financial statements
when the Company's obligation to make payment has been established.
4. Investments at Fair Value Through Profit and Loss
As at 31 December 2025 the Company had one investment, being Holdco. The cost
of the investment in Holdco was US$ 134,065,000 (31 December 2024:
US$134,065,000).
As at As at
31 December 2025
31 December 2024
US$'000 US$'000
(a) Summary of valuation
Analysis of closing balance:
Investments at fair value through profit or loss 52,072 61,594
------------ ------------
Total investments as at 31 December 2025 52,072 61,594
======= =======
(b) Movements during the period:
Opening balance of investments, at cost 134,065 134,065
Additions, at cost - -
------------ ------------
Cost of investments as at 31 December 2025 134,065 134,065
Revaluation of investments to fair value:
Unrealised movement in fair value of investments (81,993) (72,471)
------------ ------------
Fair value of investments as at 31 December 2025 52,072 61,594
======= =======
(c) Losses on investments in period
Unrealised losses on investment held brought forward (72,471) (17,267)
Unrealised movement in fair value of investments during the year (9,522) (55,204)
------------ ------------
Losses on Investments (81,993) (72,471)
======= =======
Fair value measurements
IFRS 13 requires disclosure of fair value measurement by level. The level of
fair value hierarchy within the financial assets or financial liabilities is
determined on the basis of the lowest level input that is significant to the
fair value measurement. Financial assets and financial liabilities are
classified in their entirety into only one of the following 3 levels:
Level 1
The unadjusted quoted price in an active market for identical assets or
liabilities that the entity can access at the measurement date.
Level 2
Inputs other than quoted prices included within Level 1 that are observable
(i.e. developed using market data) for the asset or liability, either directly
or indirectly.
Level 3
Inputs are unobservable (i.e. for which market data is unavailable) for the
asset or liability. The classification of the Company's investments held at
fair value is detailed in the table below:
As at 31 December 2025
Level 1 Level 2 Level 3 Total
US$'000 US$'000 US$'000 US$'000
Investments at fair value through profit and loss
Equity investments in Holdco - - 52,072 52,072
------------ ------------ ------------ ------------
Total investments as at 31 December 2025 - - 52,072 52,072
======= ======= ======= =======
As at December 2024
Level 1 Level 2 Level 3 Total
US$'000 US$'000 US$'000 US$'000
Investments at fair value through profit and loss
Equity investments in Holdco - - 61,594 61,594
------------ ------------ ------------ ------------
Total investments as at 31 December 2024 - - 61,594 61,594
======= ======= ======= =======
Due to the nature of the underlying investments held by Holdco, the Company's
investment in Holdco is always expected to be classified as Level 3. There
have been no transfers between levels during the year ended 31 December 2025.
The movement on the Level 3 unquoted investments during the year is shown
below:
As at As at
31 December 2025
31 December 2024
US$'000 US$'000
Opening balance 61,594 116,798
Unrealised loss on investment (9,522) (55,204)
------------ ------------
Closing balance 52,072 61,594
======= =======
Valuation methodology
The Company owns 100% of its subsidiary Holdco through which the Company has
acquired all its underlying investments in SPVs.
As discussed in Note 2, the Company meets the definition of an investment
entity as described by IFRS 10, and as such the Company's investment in Holdco
is valued at fair value. In accordance with Company policy, the Company
engaged Kroll to carry out a fair market valuation of the remaining underlying
investment in Beacon 2 and 5 as at 31 December 2025.
Fair value of the remaining operating investment in Beacon 2 and 5 is derived
using a DCF methodology, which follows International Private Equity Valuation
and Venture Capital Valuation Guidelines. Based on discussions with
Management, the Beacon sale process had stalled and no additional bids were
received in the second half of 2025 and, accordingly, the income approach was
weighted at 100% and the market approach at 0%. DCF is deemed the most
appropriate methodology when a detailed projection of future cash flows is
possible. The fair value of the Beacon investment is derived by projecting
future cash flows based on a range of operating assumptions for revenues and
expenses and discounting those future cash flows to present value using
pre-tax discount rates appropriately calibrated to the risk profile of the
asset and market dynamics.
The Company measures the total fair value of Holdco by its net asset value,
which is made up of cash, working capital balances, the fair value of the
remaining Beacon investment as determined using the DCF methodology, and the
carrying value of any other assets and liabilities held at Holdco. Following
completion of the Whirlwind disposal on 30 December 2025, Holdco also retains
exposure to contingent value associated with the escrow holdback and
repowering earnout, the ultimate realisation of which depends on post-closing
contractual outcomes and remains uncertain.
The Directors have satisfied themselves as to the methodology, the discount
rates used, and key assumptions applied and the valuation.
Valuation Sensitivities
A sensitivity analysis is carried out to show the impact on NAV of changes to
key assumptions. The Beacon 2 and 5 sensitivities are set out below. In
addition, following the disposal of Whirlwind on 30 December 2025, the Company
has considered separate scenario analysis in respect of the contingent value
associated with the Whirlwind escrow holdback and repowering earnout.
(A) Beacon 2 and 5 - DCF valuation sensitivities
The following sensitivities relate solely to Beacon 2 and 5, being the
Company's remaining operating assets as at 31 December 2025. These assets are
valued using a DCF methodology and are therefore subject to sensitivities in
key operating and financial assumptions.
(i) Discount rates
Pre-tax discount rates applied in the Beacon DCF valuation are determined by
Kroll using a multitude of factors, including discount rates disclosed by
global peers and comparable infrastructure asset classes, together with the
internal rate of return inherent in the original purchase price when
underwriting the asset.
The blended weighted average pre-tax discount rate applied to Beacon 2 and 5
as at 31 December 2025 was 7.9% (31 December 2024: 8.4% blended).
An increase or decrease of 0.5% in the discount rate would have the following
impact on NAV:
Discount Rate +50 bps -50 bps
Increase/(decrease) in NAV (US$'000) (2,700) 2,800
NAV per Share 35.8c 39.7c
NAV per Share Change (2.0c) 2.0c
Change (%) (5.2%) 5.4%
======= =======
(ii) Energy Production
The Beacon solar assets are subject to variation in energy production over
time. An assumed "P75" level of energy yield (i.e. a level of energy
production that is below "P50", with a 75% probability of being exceeded)
would cause a decrease in the Beacon valuation, while an assumed "P25" level
of energy output (i.e. a level of energy production that is above "P50", with
a 25% probability of being achieved) would cause an increase in the Beacon
valuation.
Energy production, as measured in MWh per annum, assumed in the Beacon DCF
valuation is based on a "P50" energy yield profile, representing a 50%
probability that the energy production estimate will be met or exceeded over
time. An independent engineer has derived this energy yield estimate by taking
into account a range of irradiation, weather data, ground-based measurements
and design/site-specific loss factors including module performance, module
mismatch, inverter losses and transformer losses, among others. The "P50"
energy yield case includes a 0.5% annual degradation for the Beacon solar
assets through the entirety of the useful life. In addition, the P50 energy
yield case includes an assumption of availability ranging from 98.5% to 99.0%,
as determined reasonable by an independent engineer at the time of
underwriting the asset.
The application of a P75 and a P25 energy yield case would have the following
impact on NAV:
Energy Production P75 P25
Increase/(decrease) in NAV (US$'000) (2,100) 2,100
NAV per Share 36.2c 39.2c
NAV per Share Change (1.5c) 1.5c
Change (%) (4.0%) 4.0%
======= =======
(iii) Curtailment
Curtailment represents the reduction in energy output below the level that
could otherwise be produced, typically due to transmission constraints or grid
balancing requirements. For Beacon 2 and 5, an assumption for curtailment is
incorporated within the DCF valuation based on historical performance and
market expectations.
Curtailment assumptions are inherently uncertain and may vary over time
depending on grid conditions, transmission availability and regional market
dynamics. Changes in assumed curtailment levels would impact projected energy
generation and therefore revenue and valuation.
An increase or decrease of 50% from the assumed level of curtailment would
have the following impact on NAV:
Curtailment -50% 50%
Increase/(decrease) in NAV (US$'000) (100) 100
NAV per Share 37.6c 37.8c
NAV per Share Change (0.1c) 0.1c
Change (%) (0.2%) 0.2%
======= =======
(iv) Merchant Power Prices
The Beacon assets have long-term PPAs in place with a creditworthy energy
purchaser and therefore are not impacted by fluctuations in regional market
energy prices during the contract period. Future merchant power price
forecasts used in the DCF valuation relate to periods following the contracted
term and are derived from regional market forward prices, with appropriate
discounts applied based on the characteristics of the asset.
Inflationary pressures over the long term could present a circumstance of
variability and increase merchant power prices from previous forecasts.
An increase or decrease of 10% in future merchant power price assumptions
would have the following impact on NAV:
Merchant Power Prices -10% 10%
Increase/(decrease) in NAV (US$'000) (1,200) 1,000
NAV per Share 36.8c 38.5c
NAV per Share Change (0.9c) 0.8c
Change (%) (2.3%) 2.1%
======= =======
(v) Operating Expenses
Operating expenses for the Beacon assets include O&M, asset management,
insurance, property taxes, financial asset management, letter of credit
security and other costs. Most operating expenses are contracted with annual
escalation rates, which typically range from 2% to 3% to account for
normalised inflation.
As such, there is typically limited variation in annual operating expenses,
although there may be instances where certain expenses are recontracted and
inflationary pressures over the long term could also affect future operating
expenses.
An increase or decrease of 10% in operating expenses would have the following
impact on NAV:
Operating Expenses 10% -10%
Increase/(decrease) in NAV (US$'000) (900) 800
NAV per Share 37.1c 38.3c
NAV per Share Change (0.6c) 0.6c
Change (%) (1.7%) 1.5%
======= =======
(B) Whirlwind - contingent consideration and scenario analysis Beacon 2 and 5
- DCF valuation sensitivities
Overview of disposal and remaining exposure
The sale of Whirlwind was completed on 30 December 2025 and therefore the
investment was not valued as at 31 December 2025 in accordance with the
Company's Valuation Policy. However, the terms of the sale include two
potential deferred consideration elements: an escrow holdback of US$11.0
million linked to the timing of the resolution of the interconnection
stability curtailment issue, and a repowering earnout of up to US$7.0 million.
The escrow holdback was sized assuming 32.2MW of curtailed operational
capacity at an initial value of US$341,615 per MW and is subject to monthly
reductions for any curtailed capacity that remains unresolved. The repowering
earnout is payable only if qualifying units are repowered and placed in
service by 31 December 2027 and the relevant production tax credit conditions
are met.
As at 31 December 2025, the net asset value of Holdco included an amount
representing the Board's view of the contingent value of these two deferred
consideration elements. For carrying value purposes, the Board assumed that
the interconnection stability curtailment issue would be fully resolved on 30
June 2026 and therefore the escrow holdback is valued at US$7,415,000. It is
also assumed that the full repowering earnout of $7,000,000 would be achieved.
The Board has regular discussions with the purchaser regarding progress in
addressing the stability issue and associated requests for further analysis by
ERCOT. However, the outcome of both the escrow holdback and the repowering
earnout remain uncertain and outside of the Board control, therefore there is
no certainty that either deferred consideration element will ultimately be
received in full or at all.
Why traditional DCF sensitivities are not applicable
Traditional DCF sensitivities used for Beacon 2 and 5 are not directly
applicable to Whirlwind for the following reasons:
- Discount rates: not applicable because Whirlwind was disposed of
during the year and the Company's remaining exposure relates to contractual
contingent sale proceeds rather than to discount rate assumptions within an
operating DCF model.
- Energy production: not applicable because the Company no longer
values Whirlwind as an operating asset and its remaining exposure does not
depend on forecast generation volumes under Holdco.
- Curtailment: not applicable as an operating sensitivity because
curtailment affects Whirlwind through the timing and amount of release of the
escrow holdback. That contractual outcome is captured in the scenario analysis
below.
- Merchant power prices: not applicable because the Company no
longer retains exposure to future merchant pricing assumptions for Whirlwind
following the disposal.
- Operating expenses: not applicable because the Company no longer
bears Whirlwind operating costs following the sale and therefore future
operating cost assumptions do not drive the residual value.
Scenario analysis
Accordingly, Whirlwind has been assessed using scenario analysis rather than
DCF-based valuation sensitivities. The scenarios below illustrate the Impact
on NAV of different assumptions for the escrow holdback and repowering
earnout:
Worst case assumes that no further proceeds are realised from either the
escrow holdback or the repowering earnout. Base case assumes full reconnection
by 30 June 2026 and full realisation of the repowering earnout. Best case
assumes full reconnection from 1 May 2026 and full realisation of the
repowering earnout.
Whirlwind Worst case Base case Best case
Assumed further proceeds realised (US$'000) - 14,415 15,955
Increase/(decrease) in NAV (US$'000) (14,415) - 1,540
NAV per Share 27.3c 37.7c 38.8c
NAV per Share Change (10.4c) - 1.1c
Change (%) (27.7%) - 3.0%
======= ======= =======
5 Income
Income from investments Year ended Year ended
31 December 2025
31 December 2024
US$'000 US$'000
Dividends from Holdco 1,100 3,174
Deposit interest 11 72
------------ -------------
Total Income 1,111 3,246
======= =======
6 Investment Manager's Fees and Infrastructure Business Service Provider Fees
Year ended 31 December 2025 Year ended 31 December 2024
Revenue Capital Total Revenue Capital Total
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Investment management fees 23 - 23 879 - 879
Infrastructure Business Service Provider fees 267 - 267 - - -
======= ======= ======= ======= ======= =======
Up until 25 June 2025, the Company's Alternative Investment Fund Manager
('AIFM') and Investment Manager was Ecofin. The Investment Management
Agreement ("IMA") dated 11 November 2020 between the Company and Ecofin,
appointed the AIFM to act as the Company's Investment Manager for the purposes
of the AIFM Directive. Accordingly, the AIFM is responsible for providing
portfolio management and risk management services to the Company.
Under the IMA, Ecofin received a fee of 1.00% per annum of NAV up to and
including US$500 million; 0.90% per annum of NAV in excess of US$500 million
up to and including US$1 billion; and 0.80% per annum of NAV in excess of US$1
billion, invoiced quarterly in arrears. Until such time as 90% of the Net
Initial Proceeds of the Company's IPO was committed to investments, the
Investment Management fee was only charged on the committed capital of the
Company. No performance fee or asset level fees were payable to the AIFM under
the IMA.
On 21 January 2025, it was announced that a successful re-negotiation of the
management fee the Company pays to Ecofin under the Investment Management
Agreement dated 11 November 2020 had been concluded, with the object of the
changes being to better align the interests of Ecofin with Shareholders'
interests. Under the terms of the investment management agreement dated 11
November 2020 Ecofin was entitled to 1 per cent. per annum of the Net Asset
Value ("NAV") up to and equal to USUS$500 million, payable quarterly in
arrears. Following the renegotiation of the management fees in January 2025 in
respect of any quarter beginning 1 January 2025 onwards, the fee was
determined by the lower of the Company's market capitalisation or NAV. In
addition, management fees for Q3 2024 was based on the NAV as adjusted
downwards so as to take into account the price realised for the sale of the DG
Solar assets as per the RNS dated 13 December 2024.
On 7 February 2025, Ecofin served twelve months' notice on the Company to
terminate the IMA. On 6 May 2025, Sustainability Partners Services, LLC
('Sustainability Partners') was appointed Infrastructure Business Services
provider to the Company. In accordance with their agreement with the Company,
Sustainability Partners are entitled to a fee of an amount equal to the lower
of 1.00% per annum of the aggregate market value of all of the Ordinary Shares
of the Company (excluding any treasury shares); and the amount which is
calculated on the following basis: (i) 1% per annum of NAV up to and equal to
US$500 million; (ii) 0.9% per annum of NAV between US$500 million and US$1
billion; and (iii) 0.8% per annum of NAV in excess of US$1 billion; but in any
event no less than US$325,000. In addition to this Sustainability Partners,
was entitled to a one off project setup fee US$50,000.
The role of Sustainability Partners is to provide the day-to-day operation
support to the Company in relation to the management of the Company's business
and assets (including providing support to the Company's other service
providers in relation to valuations and financial reporting).
Following approval by the Financial Conduct Authority, the Company's has
become a self-managed alternative investment fund which became effective on 25
June 2025.
The fees incurred by Sustainability Partners for the period 6 May 2025 to 31
December 2025: US$267,000.
The fees incurred by the Investment Manager for the period 1 January 2025 to 6
May 2025: US$123,000.
The Investment Manager's fees have been adjusted to reflect a US$100,000 one
off rebate paid by Ecofin to the Company, in accordance with their termination
agreement.
7 Other operating expenses
Year ended 31 December 2025 Year ended 31 December 2024
Revenue Capital Total Revenue Capital Total
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Secretary and administrator fees 271 - 271 228 - 228
Directors' Salaries 218 - 218 239 - 239
Directors' Expenses 50 - 50 43 - 43
Broker 205 - 205 82 - 82
Auditor's fees 67 - 67 126 - 126
FCA and listing fees 39 - 39 49 - 49
Depository and custody fees 1 - 1 6 - 6
Registrar's fees 33 - 33 20 - 20
Subscription fee 4 - 4 13 - 13
Public relations fees - - - 8 - 8
Printing and postage costs 38 - 38 30 - 30
Legal fees 100 - 100 23 - 23
Consultancy fees1 206 - 206 71 - 71
Other2 (105) - (105) 200 - 200
---------- ---------- ---------- ---------- ---------- ----------
Total other operating expenses 1,127 - 1,127 1,138 - 1,138
---------- ---------- ---------- ---------- ---------- ----------
====== ====== ====== ====== ====== ======
1- For the year ended 31 December 2024, Consultancy fees were US$71,000 which
have now been segregated from other expenses for the year ended 31 December
2025
2 - During the year ending 31 December 2025 there were write down of over
accruals in 2024 relating to both Advisory and Management fees totalling
US$126,000. As at 31 December 2024 this originally included US$71,000 which
have now been segregated for the year ended 31 December 2025
8 Earnings per Share
Earnings per Share is based on the loss in the Year ended 31 December 2025 of
US$9,832,000 (31 December 2024: loss of US$53,971,000) attributable to the
weighted average number of Shares in issue of 138,078,496 in the Year ended 31
December 2025 (31 December 2024: 138,078,496). Revenue and capital
profit/(loss) are (US$306,000) and (US$9,526,000) respectively (31 December
2024: US$1,229,000 and (US$55,200,000)).
9 Taxation
(a) Analysis of charge in the Year
Year ended 31 December 2025 Year ended 31 December 2024
Revenue Capital Total Revenue Capital Total
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Corporation tax - - - - - -
---------- ---------- ---------- ---------- ---------- ----------
Total tax charge for the Year - - - - - -
====== ====== ====== ====== ====== ======
(b) Factors affecting total tax charge for the year:
The effective UK corporation tax rate applicable to the Company for the Year
is 25% (2024: 25%). The tax charge differs from the charge resulting from
applying the standard rate of UK corporation tax for an investment trust
company.
The differences are explained below:
Year ended 31 December 2025 Year ended 31 December 2024
Revenue Capital Total Revenue Capital Total
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Loss on ordinary activities before taxation (306) (9,526) (9,832) 1,229 (55,200) (53,971)
Corporation tax at 25% (2024: 25%) (77) (2,382) (2,428) 307 (13,800) (13,493)
---------- ---------- ---------- ---------- ---------- ----------
Effects of:
Dividends received (not subject to tax) (278) - (278) (812) (812)
Loss on investments held at fair value not allowable - 2,382 2,382 - 13,800 13,800
Unutilised management expenses 355 - 355 505 - 505
---------- ---------- ---------- ---------- ---------- ----------
Total tax charge for the Year - - - - - -
====== ====== ====== ====== ====== ======
The Company has received approval as an investment trust from His Majesty's
Revenue and Customs ("HMRC"). The Company must meet eligibility conditions and
ongoing requirements for investment trust status to be maintained. In the
opinion of the Directors and the Company Secretary, the Company met the
conditions and requirements for approval.
As announced by the Company on 15 April 2026 the aggregate proportion of the
Company's voting power held by the public (as that term is used in section 446
of the Corporation Tax Act 2020, which outlines the conditions under which a
company is not treated as a close company) is at 38% as at 15 April 2026,
close to the minimum 35% threshold. This 38% includes 10% (of the Company)
held by another investment trust. If the Company were to fall below the 35%
threshold, or otherwise fail to satisfy the HMRC investment trust regime
(including the conditions in CTA 2010 s.1158), it would risk loss of its
investment trust status, including loss of the exemption from UK corporate tax
on chargeable gains and other tax consequences.
Following the disposal of some of the Company's operating assets during the
year, a deferred tax asset of approximately US$630,000 was identified, based
on calculations prepared by an independent external tax adviser. Given the
Company's wind-down status and the limited expectation of future taxable
income, The Board has determined that it is not probable that the deferred tax
asset will be realised. Accordingly, the deferred tax asset has not been
recognised as at 31 December 2025.
10 Trade and other receivables
As at As at
31 December 2025
31 December 2024
US$'000 US$'000
Other receivables 3 54
Bank interest receivables 3 3
---------- ----------
Total 6 57
====== ======
11 Trade and other payables
As at As at
31 December 2025
31 December 2024
US$'000 US$'000
Accrued expenses 537 723
---------- ----------
Total 537 723
====== ======
12 Share capital
Year ended 31 December 2025 Year ended 31 December 2024
No of US$ Nominal value No of US$ Nominal value
shares
US$
shares
US$
Opening balance 138,078,496 - 1,380,784.96 138,078,496 - 1,380,784.96
Closing balance 138,078,496 - 1,380,784.96 138,078,496 - 1,380,784.96
====== ====== ====== ====== ====== ======
The Shares have attached to them full voting, dividend and capital
distribution (including on winding-up) rights. They confer rights of
redemption.
As at 31 December 2025, the Company's issued share capital comprised
138,078,496 Shares (31 December 2024: 138,078,496) and this is the total
number of Shares with voting rights in the Company.
13 Dividend
(a) Dividends paid in the Year
The Company paid the following interim dividends during the Year:
Year ended 31 December 2025 Year ended 31 December 2024
Cents per Ordinary share Special distributable reserve US$'000 Revenue reserve US$'000 Total Cents per Ordinary share Special distributable reserve US$'000 Revenue reserve Total
US$'000 US$'000 US$'000
Quarter ended 31 December 2024 - - - - 0.70c - 966 966
Quarter ended 31 March 2025 - - - - 0.70c 702 264 966
Quarter ended 30 June 2025 - - - - - - - -
Quarter ended 30 September 2025 - - - - - - - -
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Total - - - - 1.40c 702 1,230 1,932
====== ====== ====== ====== ====== ====== ====== ======
(b) Dividends paid and payable in respect of the financial year
The dividends paid and payable in respect of the financial years are the basis
on which the requirements of s1158-s1159 of the Corporation Tax Act 2010 are
considered.
Year ended 31 December 2025 Year ended 31 December 2024
Cents per Ordinary share Special distributable reserve US$'000 Revenue reserve US$'000 Total Cents per Ordinary share Special distributable reserve US$'000 Revenue reserve Total
US$'000 US$'000 US$'000
Quarter ended 31 March 2025 - - - - 0.70c 702 264 966
Quarter ended 30 June 2025 - - - - - - - -
Quarter ended 30 September 2025 - - - - - - - -
Quarter ended 31 December 2025 - - - - - - - -
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Total - - - - 0.70c 702 264 966
====== ====== ====== ====== ====== ====== ====== ======
14 Special Distributable Reserve
Following admission of the Company's Shares to trading on the LSE, the
Directors applied to the Court and obtained a judgement on 29 January 2021 to
cancel the amount standing to the credit of the share premium account of the
Company. The amount of the share premium account cancelled and credited to the
Company's Special distributable reserve was US$121,250,000, which can be
utilised to fund distributions to the Company's Shareholders.
15 Net assets per Ordinary Share
Net assets per share is based on US$51,924,000 (31 December 2024:
US$61,756,000) of net assets of the Company as at 31 December 2025
attributable to the 138,078,496 Shares in issue as at the same date (31
December 2024: 138,078,496).
16 Related party transactions
Investment Manager
The IMA with Ecofin was terminated on 6 May 2025. The fees liable to Ecofin
amounted to US$23,000 (2024: US$879,000) and US$123,000 was outstanding at the
year end (2024: US$328,000).
As at the 31 December 2025, the Investment Manager's total holding of Shares
in the Company was 8,780,378 (31 December 2024: 8,780,378).
Directors
The Company is governed by a Board of Directors, all of whom are
non-executive, and it has no employees.
Each of the Directors is entitled to receive a fee from the Company at such
rate as may be determined in accordance with the Articles. Each Director
receives a fee payable by the Company at the rate of £68,000 per annum.
The aggregate remuneration and benefits in kind of the Directors in respect of
the Company's accounting period ending on 31 December 2025 which were paid out
of the assets of the Company were US$218,000 (2024: US$239,000) which is the
GBP equivalent of £162,580 (2024: £199,308). The Directors are also entitled
to out-of-pocket expenses incurred in the proper performance of their duties.
The Directors had the following shareholdings in the Company, all of which
were beneficially owned.
Director Ordinary shares as at Ordinary shares as at
31 December 2025
31 December 2024
Brett Miller nil nil
Patrick O'D Bourke n/a 104,436
Tammy Richards n/a 25,000
Nancy Johnson nil n/a
David Fletcher 64,553 64,553
====== ======
17 Financial risk management
The Infrastructure Business Service Provider, AIFM and the Administrator
report to the Board on a quarterly basis and provide information to the Board
which allows it to monitor and manage financial risks relating to its
operations. The Company's activities expose it to a variety of financial
risks: market risk (including price risk, interest rate risk and foreign
currency risk), credit risk and liquidity risk. These risks are monitored by
the Company. Each risk and its management is summarised below.
(i) Currency Risk
Foreign currency risk is defined as the risk that the fair values of future
cash flows will fluctuate because of changes in foreign exchange rates. Based
on current operations as the Company's financial assets and liabilities are
denominated in U.S. Dollars and substantially all of its revenues and expenses
are in U.S. Dollars, the Directors do not expect frequent transactions in
foreign currencies and therefore currency risk is considered to be low and no
sensitivity to currency risk is presented.
(ii) Interest Rate Risk
The Company's interest rate risk on interest bearing financial assets is
limited to interest earned on money market cash deposits. The Board considers
that, as shareholder loan investments bear interest at a fixed rate, they do
not carry any interest rate risk.
The Company's interest and non-interest bearing assets and liabilities as at
31 December 2025 are summarised below:
Year ended 31 December 2025 Year ended 31 December 2024
Interest bearing Non-interest bearing Total Interest bearing Non-interest bearing Total
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Assets
Cash and cash equivalents 383 - 383 828 - 828
Trade and other receivables - 6 6 - 57 57
Investments at fair value through profit or loss - 52,072 52,072 - 61,594 61,594
---------- ---------- ---------- ---------- ---------- ----------
Total assets 383 52,078 52,461 828 61,651 62,479
====== ====== ====== ====== ====== ======
Liabilities
Trade and other payables - (537) (537) - (723) (723)
---------- ---------- ---------- ---------- ---------- ----------
Total liabilities - (537) (537) - (723) (723)
====== ====== ====== ====== ====== ======
The money market cash deposits and bank accounts included within cash and cash
equivalents bear interest at low or zero interest rates and therefore
movements in interest rates will not materially affect the Company's income
and as such a sensitivity analysis is not necessary.
(iii) Price Risk
Price risk is defined as the risk that the fair value of a financial
instrument held by the Company will fluctuate. As of 31 December 2025, the
Company held one investment, being its shareholding in Holdco, which is
measured at fair value. The value of the underlying renewable energy
investments held by Holdco varies according to a number of factors, including
discount rate, asset performance, solar irradiation, wind speeds, operating
expenses and forecast power prices. The sensitivity of the investment
valuation due to price risk is shown in note 4.
(iv) Credit Risk
Credit risk is the risk of loss due to the failure of a borrower or
counterparty to fulfil its contractual obligations. The Company is exposed to
credit risk in respect of trade and other receivables and cash at bank.
The Company's credit risk exposure as at 31 December is summarised below:
As at As at
31 December 2025
31 December 2024
US$'000 US$'000
Cash and cash equivalents 383 828
Trade and other receivables 6 57
------------ -----------
Total 389 885
======= =======
Cash and cash equivalents are held with U.S. Bank whose Standard & Poor's
credit rating is A. The Company's credit risk exposure is minimised by dealing
with financial institutions with investment grade credit ratings. No balances
are past due or impaired.
Liquidity Risk
Liquidity risk is the risk that the Company may not be able to meet a demand
for cash or fund an obligation when due. The Investment Manager and the Board
continuously monitor forecast and actual cash flows from operating, financing
and investing activities to consider payment of dividends, repayment of the
Company's shareholder loans or further investing activities.
The following tables detail the Company's expected maturity for its financial
assets (excluding equity investment in Holdco) and liabilities together with
the contractual undiscounted cash flow amounts:
Year ended 31 December 2025 Year ended 31 December 2024
Less than 1 year 1-2 years 2-5 years Total Less than 1 year 1-2 years 2-5 years Total
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Assets
Cash and cash equivalents 383 - - 383 828 - - 828
Trade and other receivables 6 - - 6 57 - - 57
Liabilities
Trade and other payables (537) - - (537) (723) - - (723)
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
Net financial assets (148) - - (148) 162 - - 162
======= ======= ======= ======= ======= ======= ======= =======
Capital management
The Company considers its capital to comprise Share capital, distributable
reserves and retained earnings. The Company is not subject to any externally
imposed capital requirements. The Company's share capital and reserves are
shown in the Statement of Financial Position at a total of US$51,924,000
(2024: US$61,756,000).
The Company's primary capital management objectives are to ensure the
sustainability of its capital to support continuing operations, meet its
financial obligations.
18 Unconsolidated Subsidiaries and Associates
The following table shows subsidiaries and associates of the Company. As the
Company is regarded as an Investment Entity as referred to in note 2, these
subsidiaries and associates have not been consolidated in the preparation of
the financial statements. The ultimate parent undertaking is Ecofin U.S.
Renewables Infrastructure Trust PLC.
Name Ownership Interest Investment Category Country of incorporation Registered address
RNEW Holdco, LLC 100% Holdco Subsidiary entity, owns RNEW Blocker, LLC United States 1209 Orange Street,
Wilmington, DE 19801
RNEW Blocker, LLC 100% Holdco Subsidiary entity, owns RNEW Capital, LLC United States 1209 Orange Street,
Wilmington, DE 19801
RNEW Capital, LLC 100% Holdco Subsidiary entity, owns underlying SPV Entities United States 1209 Orange Street,
Wilmington, DE 19801
TC Renewable Holdco I, LLC 100% Holdco Subsidiary entity, owns CD Global Solar CA Beacon 2 Borrower, LLC and United States 1209 Orange Street,
CD Global Solar CA Beacon 5 Borrower, LLC
Wilmington, DE 19801
CD Global Solar CA Beacon 2 Borrower, LLC 49.5%(1) Subsidiary entity, owns investment in Beacon 2 United States 1209 Orange Street,
Wilmington, DE 19801
CD Global Solar CA Beacon 5 Borrower, LLC 49.5%(1) Subsidiary entity, owns investment in Beacon 5 United States 1209 Orange Street,
Wilmington, DE 19801
=========== =========== =========== =========== ===========
1. Represents percentage ownership of class B membership interest in the tax
equity partnership.
19 Subsequent events
On 22 January the Company announced the appointment of Canaccord Genuity
Limited to act as the Company's sole corporate broker.
On 26 February 2026, the Company published details of the proposed B Share
scheme, a mechanism by which capital could be returned to Shareholders.
On 7 April 2026 at a General Meeting of the Company, the Shareholders approved
the B Share scheme.
The Company progressed a refinancing of the Beacon 2 and Beacon 5
project-level debt, together with the buyout of the remaining tax equity
investor interests in the projects.
Alternative Performance Measures
Premium/Discount
The amount, expressed as a percentage, by which the share price is greater or
less the NAV per Share.
As at As at
31 December 2025
31 December 2024
NAV per Ordinary Share (p) a 37.6 44.7
Share price (p) b 20.2 30.5
Discount (b÷a)-1 -46.3% -31.8%
======== ========
Total return
A measure of performance that includes both income and capital returns. This
takes into account capital gains and the assumed reinvestment of dividends
paid out by the Company into its Shares on the ex-dividend date. The total
return is shown below, calculated on both a share price and NAV basis.
Share price NAV
Opening at 1 January 2025 a 30.5 44.7
Closing at 31 December 2025 b 20.2 37.6
Dividend declared during the year c 0.0 0.0
Dividend/income adjustment factor(1) d 1.0000 1.0000
Adjusted closing e = (b + c) x d e 20.2 37.6
Total return (d÷a)-1 33.8% 15.7%
======== ========
(1)
The dividend adjustment factor is calculated on the assumption that the
dividends paid out by the Company are reinvested into the shares of the
Company at the ex-dividend date.
Ongoing charges
A measure, expressed as a percentage of average net assets, of the regular,
recurring annual costs of running an investment company.
As at As at
31 December 2025
31 December 2024
Average NAV a 56,278 87,694
Annualised expenses b 1,294 2,017
Ongoing charges (b÷a) 2.30% 2.30%
======== ========
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END FR SEUESUEMSEFL
Copyright 2019 Regulatory News Service, all rights reservedRecent news on Ecofin US Renewables Infrastructure Trust
See all newsREG - Ecofin US Renewables - B Share scheme apportionment ratio
AnnouncementREG - Ecofin US Renewables - B Share scheme return of capital
AnnouncementREG - Ecofin US Renewables - Notice of AGM
AnnouncementREG - Ecofin US Renewables - B Share scheme return of capital
AnnouncementREG - Ecofin US Renewables - Refinancing & Acquisition of Membership Interests
Announcement