REG - Ecofin US Renewables - Half-year Report
30/09/2025 07:00
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RNS Number : 2716B Ecofin US Renewables Infrastr.Trust 30 September 2025
ECOFIN U.S. RENEWABLES INFRASTRUCTURE TRUST PLC
(the "Company" or "RNEW")
Half-yearly Report for the six months ended 30 June 2025
Investment 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).
Investment Manager
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 30 June 2025
40.6 cents $56.0 million 24.6 cents(2)
29.6 pence(1) £40.8 million(1) 17.93 pence(2)
Net Asset Value ("NAV") per share NAV Share price
(9.2)%(3) (19.3)%(3)
NAV total return Share price total return
Operational
7.5 years(4) 3 100.2 GWh(5)
Weighted average remaining term of revenue contracts Assets Clean electricity generated in H1 2025
167.6 MW(5)
Portfolio generating capacity
Figures reported either as at the referenced date or over the six months ended
30 June 2024. All references to cents and dollars ($) are to the currency of
the U.S., unless stated otherwise.
1. 30 June 2025 exchange rate of £0.72918 = $1.00
2. RNEW & RNEP LSE closing price as at 30 June 2025
3. These are alternative performance measures. ("APMs"). Definitions
of these APMs and how other performance measures used by the Company have been
calculated can be found on page 23.
4. This only relates to the Company's remaining three assets.
5. Represents the Company's share of portfolio generating capacity,
relating to the Company's remaining assets as at 30 June 2025.
Invested and committed assets
• As at 30 June 2025, RNEW's diversified renewable energy portfolio
consisted of 3 assets spread across two states with a total capacity of 167.6
MW that generated 100.2 GWh of clean electricity in the period and included:
• operating solar assets generating 53.9 GWh
• operating wind asset generating 46.4 GWh
• No major health and safety incidents occurred across the portfolio
during the Period.
• The Company's NAV was $56.0 million or 40.6 cents per Share at 30 June
2025. The NAV total return over the period was (9.2*) %.
• The Company has no outstanding debt following the sale of the DG Solar
Portfolio which completed on 10 March 2025.
Financial information As at or period to 30 June 2025 As at or year to 31 December 2024
Net assets (million) $56.0 $61.6
Shares in issue (million) 138.1 138.1
NAV per share (cents) 40.6 44.7
Share price (cents) 24.6 30.5
Share price discount to NAV1 39.3% 31.8%
Dividends declared per share (cents) - 0.7
NAV total return per share1 (9.2)% (46.5)%
Share price total return1 (19.3)% (44.6)%
Cash (million)(2) $12.2 $10.3
Leverage (million)(3) - $22.9
1. These are alternative performance measures ("APMs"). Definitions of these
APMs and how other performance measures used by the Company are calculated can
be found on page 23.
2. This includes cash held by the Company's subsidiary. Cash held by the
subsidiary as at 30 June 2025 was $11.7 million (as at 31 December 2024: $9.5
million).
3. Project leverage is excluded.
Chair's Statement
Introduction
I am pleased to provide shareholders with the Company's half-yearly report for
the six months ended 30 June 2025.
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.
Progress on the Managed Wind Down
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 is 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
includes 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 $299,000.
The net proceeds of the Disposal have been 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 has also been 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.
The Company's remaining three assets are being marketed for sale and any
progress will be announced to the market as and when appropriate.
Performance, NAV and Valuation
The NAV total return per share was (9.2)% for the six months ended 30 June
2025. Other key metrics were:
· For the six months ended 30 June 2025, the Group has reported a
combined loss after tax of $5.7 million, compared to a combined loss after tax
of $25.9 million for the six month period ended 30 June 2024;
· The NAV per share (cents) as at 30 June 2025 is 40.6 (24.6
cents per Ordinary Share) compared to cents 65.0 (52.0 cents per Ordinary
Share) as at 30 June 2024.; and
· A significant difference in sterling NAV in the period to 30 June
2025 has been the exchange rate which has moved from 1.256 to 1.372.
The NAV at 30 June 2025 was $56.0m, a decrease of $5.7m in the period. This
fall comprised a $5.5m unrealised loss on the remaining investments, plus
$0.2m loss on the revenue account.
The portfolio valuation of the remaining assets after the sale of the DG Solar
assets as at 30 June 2025 was provided by an independent valuation firm,
Kroll, LLC, independent provider of financial and risk advisory solutions.
Fair value of the Beacon and Whirlwind assets was derived using a combined
income approach (DCF methodology) and market approach based on recent bid
prices from third parties, which follows IPEV Guidelines. A 25% weighting is
applied to the income approach and 75% weighting to the market approach when
concluding on fair value. 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. Due to the asset class and available market
data over the forecast horizon, a DCF valuation is typically the basis upon
which renewable assets are traded in the market, however, given recent market
data received by way of bids from third parties, a market approach was also
used in combination to determine fair value.
Fair value of the remaining portfolio assets, the DG Portfolio, were fair
valued as at 31 December 2024 at the agreed upon transaction value.
The blended weighted average pre-tax discount rate as at 30 June 2025 was 8.8%
(30 June 2024: 8.51%, 31 December 2024: 8.4%).
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 investments.
Shareholders should note, that should ERCOT continue to curtail production at
Whirlwind and should full reconnection take longer than expected, this would
negatively impact future DCF calculations and hence future valuations. The
current DCF model for Whirlwind assumes full reconnection takes place by June
2026.
Operational update
During the first half of 2025, RNEW's portfolio, which now comprises 3 solar
and wind assets, faced productivity challenges that have been ongoing.
Whirlwind continues to work with ERCOT and AEP to lift the curtailment
restriction, engaging with engineering consultants to undergo the necessary
studies. Once completed, additional meetings will take place to discuss
approval. The Beacon assets continued facing inverter failures previously
reported. Supply chain delays have stalled progress, but repairs are now
underway and expected to be completed by the end of the year.
Whirlwind
In the first half of 2025, Whirlwind Wind Farm experienced operational
challenges, but produced approximately 9.2% over budgeted production. Ongoing
oscillation and instability issues on the extended transmission line to
Paducah have necessitated curtailment by ERCOT, limiting output to 30 MW until
grid stability improves. Whirlwind continues to collaborate with NAES, the
Balance of Plant manager, and Siemens Gamesa, the turbine O&M provider, to
integrate a real-time data feed into the production database. This enhancement
enables more effective analysis of production drivers and performance metrics.
While Whirlwind's overall production capacity has improved, resolution of
ERCOT's curtailment remains critical to achieving increased operational
potential. Strategies are also being developed to replace damaged
transmission poles and limited roadway access. Both are expected to be
resolved by the end of 2025.
Beacon 2 and 5
In the first half of 2025, Beacon 2 and Beacon 5 solar assets also
experienced minor operational challenges. Production values were (32.5%)
under budgeted production. The primary issues stemmed from inverter
malfunctions, delays in sourcing replacement inverters, and shortages of
cooling pumps. Refurbished inverters have been secured for both sites, with
cooling pumps expected to arrive in Q4 2025. Additionally, proactive
procurement of spare parts is underway to mitigate future disruptions and
enhance operational resilience.
Financing and gearing
During the period under review the Group's debt had been repaid following the
sale of the DG Solar portfolio. As at 31 December 2024 gearing represented
62.5% of Gross Asset Value ("GAV") and at 30 June 2024 it was 47.0% of GAV.
As announced on 21 October 2024, the Company entered into an agreement to
amend and extend the RCF with KeyBank with effect from 18 October 2024. Both
tranches of the RCF are now set to mature on 18 October 2025. Following
closing of the DG Solar Sale, the RCF was repaid in full. There are currently
no plans to borrow any funds under the facility unless there are specific
mediation issues at the remaining assets which require short terms funding and
which improve the saleability and realisable value of the relevant asset.
There are currently no plans to renew the facility in October 2025 subject to
the above.
The Company had non-recourse debt at project level ($42.3 million secured on
the two Beacon projects).
Dividends
During H1 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. Since IPO the total
accumulated dividends paid to shareholders per share has been 13.0 cents per
share.
Board
I joined the Board in July 2024, becoming chairman in January 2025 when
Patrick O'Donnell Bourke stepped down. Tammy Richards stepped down from the
Board following the AGM held on 26 June 2025 in order to pursue other
interests. The board would like to wish her well for the future and express
gratitude for the contribution she made whilst a director. Given that the
Company is in Managed Wind Down with three remaining assets as at the date of
this report there are currently no plans to appoint another director but this
will be kept under review dependent on the progress of the sale of the
remaining assets.
Key Developments During the Period
· At the General Meeting held on 14 January 2025, shareholders
overwhelmingly approved the adoption of the new investment policy, being one
of a Managed Wind Down.
· 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 is entitled to 1 per cent. per annum
of the Net Asset Value ("NAV") up to and equal to US$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 will be determined by the lower of the Company's market capitalisation or
NAV. In addition, management fees for Q3 2024 will be 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, it was announced Ecofin had given notice of
termination of the Investment Management Agreement and that Ecofin would work
with the Board towards an orderly transition during its 12 month notice
period.
· 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
o 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 has
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. This one of fee has been accounted
for as a reduction in the Investment Management fee for the six month period
ending 30 June 2025. 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
o On 6 May 2025, the Company announced the appointment of Sustainability
Partners Services, LLC ("Sustainability Partners"), 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).
o Nancy Johnson, previously the VP, Finance and Asset Management at
Ecofin had accepted a new role with Sustainability Partners as Chief Financial
Officer and will continue to oversee the management of the assets. Nancy
joined Ecofin in 2022 from NextEra Energy, to lead the group's accounting and
asset management team. She has nearly 15 years of experience in the industry
and will provide the continuity required for a seamless transition.
o 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.
o Subject to limited immediate rights of termination (including on the
insolvency of the Company or SP), 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
Outlook
Following the closing of the DG Solar Sale, the Company owns three assets:
Whirlwind and 49.5% of Beacon 2 and 5. The Board is mindful of the overall
objective, to wind down the Company, which will require the sale of the
remaining assets. However, while the Company is not a forced seller at any
price in the short term, the Board remains open to offers that will result in
a fair price for shareholders. The Board is mindful of the substantial period
taken for the sale of the DG Solar Assets, including exclusivity which was
frequently extended. The Board believes that in any possible transaction going
forward covering fewer assets discussions will be kept to a more reasonable
period. The Board does not expect the Company to retain the assets for any
length of time and will keep shareholders informed as developments occur. 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. Whilst the assets
have been independently valued, there can be no certainty as to the prices
they will fetch on a sale.
Brett Miller
Chair
Investment objective
On 14 January 2025, shareholders approved the following new Investment
Objective to facilitate the Managed Wind-Down of the Company:
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').
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. As at 30 June 2025 there were no such
derivatives in place.
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.
Interim Management Report
The Directors are required to provide an Interim Management Report in
accordance with the FCA Disclosure Guidance and Transparency Rules. They
consider that the Chair's Statement and the Investment Manager's Report in
this Half-yearly Report provide details of the important events which have
occurred during the period and their impact on the financial statements. The
following statements on related party transactions, going concern and the
Directors' Responsibility Statement below, together with the Chair's Statement
and the Investment Manager's Report, constitute the Interim Management Report
for the Company for the six months ended 30 June 2025.
Principal Risks and Uncertainties
The Directors have identified the following as the Company's principal risks
and uncertainties. These are described in the Company's Annual Report for the
year ended 31 December 2024 (pages 14 - 16). The only change to the Company's
risks since the year end is the risk previously identified in the annual
accounts for the year ended 31 December 2024 that the Company be unable to
identify a new Investment Manager and AIFM. This risk has fallen away since
the Financial Conduct Authority approved the Company's application to become a
self-managed alternative investment fund and Sustainability Partners Services,
LLC was appointed as the Company's Infrastructure Business Services provider
to take on the role previously undertaken by Ecofin. All other risks remain
unchanged as listed below:
1. Electricity price
2. Interest rate, currency and inflation
3. Managed Wind-Down
4. Operational performance
5. Investment Valuation
6. Political & Regulatory
8. Cyber
9. Service Provider Reliance
10. Counterparty
11. Climate
12. ESG
All the principal risks as listed above will remain equally applicable for the
remaining six months of the year.
Related Party Transactions
The Company's previous Investment Manager, Ecofin was considered a related
party under the Listing Rules. Details of the amounts paid to Ecofin and the
Directors during the Period are detailed in Note 11 to the Financial
Statements.
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.
On 11 March 2025, the Company announced the completion of the sale of the DG
Solar assets, which resulted in the repayment of the RCF, leaving cash
resources of US$10 million within the Company and its subsidiaries. Total
expenses of the Company for the period ended 30 June 2025 were US$791,000. No
new investments are to be made under the new Investment Policy and therefore
at the date of approval of these Financial Statements the Company has
significant operating expenses cover.
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. Therefore, 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.
DIRECTORS' STATEMENT OF RESPONSIBILITY FOR THE HALF-YEARLY REPORT
The Directors confirm to the best of their knowledge that:
• The condensed set of financial statements contained within the interim
financial report has been prepared in accordance with FRS 104 Interim
Financial Reporting; and
• The Interim Management Report includes a fair review of the information
required by 4.2.7R and 4.2.8R of the FCA's Disclosure Guidance and
Transparency Rules.
Brett Miller
Chair
For and on behalf of the Board of Directors 29 September 2025
Unaudited Condensed Statement of Comprehensive Income
For the six months ended 30 June 2025
For the six months ended For the six months ended
30 June 2025
30 June 2024
(Unaudited)
(Unaudited)
Revenue Capital Total Revenue Capital Total
Notes $'000 $'000 $'000 $'000 $'000 $'000
Losses on investments 3 - (5,537) (5,537) - (28,203) (28,203)
Net foreign exchange (losses)/gains - (13) (13) - 2 2
Income 4 611 - 611 3,208 - 3,208
Investment management fees 5 (291) - (291) (498) - (498)
Other expenses (500) - (500) (448) - (448)
(Loss)/profit on ordinary activities before taxation
(180) (5,550) (5,730) 2,262 (28,201) (25,939)
Taxation - - - - - -
(Loss)/profit on ordinary activities after taxation (180) (5,550) (5,730) 2,262 (28,201) (25,939)
Earnings per Share (cents) - basic and diluted 6 (0.13c) (4.02c) (4.15c) 1.64c (20.43c) (18.79c)
The total column of the Condensed Statement of Comprehensive Income is the
profit and loss account of the Company.
All revenue and capital items in the above statement derive from continuing
operations.
(Loss)/profit on ordinary activities after taxation is also the "Total
comprehensive (Loss)/profit for the period".
The accompanying notes form part of these interim financial statements.
Unaudited Condensed Statement of Financial Position
As at 30 June 2025
Notes As at 30 June As at 31 December
2025
2024
(Unaudited)
(Audited)
$'000
$'000
Non-current assets
Investments at fair value through profit or loss 3 56,057 61,594
Current assets
Cash and cash equivalents 477 828
Trade and other receivables 318 57
795 885
Current liabilities: amounts falling due within one year
Trade and other payables (826) (723)
Net current (liabilities)/ assets (31) 162
Net assets 56,026 61,756
Capital and reserves: equity
Share capital 7 1,381 1,381
Share premium 12,732 12,732
Special distributable reserve 8 120,548 120,548
Capital reserve (78,455) (72,905)
Revenue reserve (180) -
Total shareholders' funds 56,026 61,756
Net assets per share (cents) 9 40.6c 44.7c
No. of shares in issue 138,078,496 138,078,496
Approved and authorised by the Board of directors for issue on 29 September
2025.
Brett Miller
Chair of the Board
The accompanying notes form part of these interim financial statements.
Ecofin U.S. Renewables Infrastructure Trust PLC is incorporated in England and
Wales with company number 12809472.
Unaudited Condensed Statement of Changes in Equity
For the six months ended 30 June 2025
Six months ended 30 June 2025 (Unaudited)
Special distributable
Share capital Share premium reserve Capital reserve Revenue reserve Total
$'000 $'000 $'000 $'000 $'000 $'000
Opening equity as at 1 January 2025 1,381 12,732 120,548 (72,905) - 61,756
Loss for the period - - - (5,550) (180) (5,730)
Closing equity as at 30 June 2025 1,381 12,732 120,548 (78,455) (180) 56,026
Six months ended 30 June 2024 (Unaudited)
Special distributable
Share capital Share premium reserve Capital reserve Revenue reserve Total
Notes $'000 $'000 $'000 $'000 $'000 $'000
Opening equity as at 1 January 2024
1,381 12,732 121,250 (17,705) 1 117,659
Dividend distribution 10 - - - - (1,933) (1,933)
(Loss)/profit for the period - - - (28,201) 2,262 (25,939)
Closing equity as at 30 June 2024 1,381 12,732 121,250 (45,906) 330 89,787
The accompanying notes form part of these interim financial statements.
Unaudited Condensed Statement of Cash Flows
For the six months ended 30 June 2025
Six months ended 30 June Six months ended 30 June
2025 2024
(Unaudited) (Unaudited)
Notes $'000 $'000
Operating activities
Loss on ordinary activities before taxation (5,730) (25,939)
Adjustment for unrealised losses on investments 5,537 28,203
Increase in trade and other receivables (261) (45)
Increase/(decrease) in trade and other payables 103 (392)
Net cash flow from operating activities (351) 1,827
Financing activities
Dividends paid 10 - (967)
Net cash flow used in financing activities - (967)
(Decrease)/increase in cash (351) 860
Cash and cash equivalents at start of the period 828 1,648
Cash and cash equivalents at end of the period 477 2,508
At 30 June At 30 June
2025 2024
(Unaudited) (Unaudited)
$'000 $'000
Cash and cash equivalents
Money market cash deposits 477 2,508
Total cash and cash equivalents at end of the period 477 2,508
The accompanying notes form part of these interim financial statements.
Notes to the Interim Financial Statements
For the six months ended 30 June 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-end
investment company which is in managed wind-down. The Company commenced
operations on 22 December 2020 when its shares were admitted to trading on the
London Stock Exchange. The Directors intend, at all times, to conduct the
affairs of the Company 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 4(th)
Floor, 140 Aldersgate Street, 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.
Up until 25 June 2025, the Company's '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 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).
Apex Listed Companies Services (UK) Limited provides administrative and
company secretarial services to the Company under the terms of an
administration agreement.
2. Basis of Preparation
The unaudited interim financial statements of the Company have been prepared
in accordance with IAS 34 "Interim Financial Reporting". The accounting
policies, critical accounting judgements, estimates and assumptions are
consistent with those used in the latest audited financial statements for the
year ended 31 December 2024. The interim financial statements are prepared on
the historical cost basis, except for the revaluation of certain financial
instruments at FVTPL.
The interim financial statements have also been prepared as far as is relevant
and applicable to the Company in accordance with the Statement of Recommended
Practice ("SORP") issued by the Association of Investment Companies ("AIC") in
July 2022.
These condensed interim financial statements do not include all information
and disclosures required in the annual financial statements and should be read
in conjunction with the Company's annual financial statements for the year
ended 31 December 2024. The audited annual accounts for the year ended 31
December 2024 have been delivered to Companies House. The audit report thereon
was unqualified.
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 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
interim financial statements are presented in U.S. Dollars rounded to the
nearest thousand dollars.
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 being consolidated 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. 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.
On 11 March 2025, the Company announced the completion of the sale of the DG
Solar assets, which resulted in the repayment of the RCF, leaving cash
resources of US$10 million held by the Company and its subsidiary. Total
expenses of the Company for the period ended 30 June 2025 was US$791,000. No
new investments are to be made under the new Investment Policy and therefore
at the date of approval of these Financial Statements the Company has
significant operating expenses cover.
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. Therefore, 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.
Critical accounting judgements, estimates and assumptions
Preparation of 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 3 to
the interim financial statements.
Key estimation and uncertainty: Investments at fair value through profit or loss
The Company's investments in unquoted investments are valued by reference to
valuation techniques approved by the Directors and in accordance with the
International Private Equity and Venture Capital Valuation ("IPEV")
Guidelines.
Fair values are derived using a combined income approach (discounted cash flow
- the "DCF methodology") and market approach based on recent bid prices from
third parties, which follows IPF guidelines. A 25% weighting is applied to the
income approach and75% to the market approach when concluding on fair value.
The key estimates and assumptions used within the DCF models are consistent
with those used in the latest audited financial statements to 31 December 2024
and include discount rates, annual energy production, curtailment, merchant
power prices, useful life of the assets, and various operating expenses and
associated annual escalation rates often tied to inflation, including
operations and maintenance, asset management, balance of plant, land leases,
insurance, property and other taxes and decommissioning bonds, among other
items. An increase/(decrease) in the key valuation assumptions would lead to a
corresponding decrease/(increase) in the fair value of the investments.
Segmental reporting
The Chief Operating Decision Maker, 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 Chief Operating
Decision Maker to manage the Company presents the business as a single
segment.
3. Investment Held at Fair Value Through Profit or Loss
As at 30 June 2025, the Company had one investment, being Holdco. The cost of
the investment in Holdco is US$ 134,065,000 (31 December 2024: US$
134,065,000).
As at 30 June As at 31
2025 December 2024
(Unaudited) (Audited)
Total Total
$'000 $'000
(a) Summary of valuation
Analysis of closing balance:
Investment at fair value through profit or loss
56,057 61,594
Total investments 56,057 61,594
(b) Movements during the period
Opening balance of investment, at cost 134,065 134,065
Additions, at cost - -
Cost of investments at period end 134,065 134,065
Revaluation of investments to fair value:
Unrealised loss on investments (78,008) (72,471)
Fair value of investment at period end 56,057 61,594
(c) Losses on investments during the period
Unrealised movement in fair value of investment brought forward (72,471) (17,267)
Unrealised movement in fair value of investments during the period (5,537) (55,204)
Unrealised loss on investments (78,008) (72,471)
Fair value measurements
IFRS 13 requires disclosure of fair value measurement by level. The level of
fair value hierarchy within 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 three levels:
Level 1
The unadjusted quoted price in an active market for identical assets or
liabilities that the entity can access at the measurement date.
Level 2
Inputs other than quoted prices included within Level 1 that are observable
(i.e. developed using market data) for the asset or liability, either directly
or indirectly.
Level 3
Inputs are unobservable (i.e. for which market data is unavailable) for the
asset or liability.
As at 30 June 2025 (Unaudited) As at 31 December 2024 (Audited)
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000
Investment at fair value through profit or loss: 56,057 61,594 61,594
Equity investment in Holdco 56,057 - -
Total investments 56,057 56,057 - - 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 period.
The movement on the Level 3 unquoted investment during the period is shown
below:
As at 30 June As at 31 December
2025 (Unaudited) 2024
$'000 (Audited)
$'000
Opening balance 61,594 116,798
Additions during the period -
Unrealised loss on investment (5,537) (55,204)
Closing balance 56,057 61,594
4. Income
Six months ended 30 June Six months ended 30 June
2025 2024
(Unaudited) (Unaudited)
$'000 $'000
Income from investment 600
Dividends from Holdco Deposit interest 11 3,174
34
Total income 611 3,208
5. Investment Management Fee
Six months ended 30 June 2025 (Unaudited) Six months ended 30 June 2024 (Unaudited)
Revenue Capital Total Revenue Capital Total
$'000 $'000 $'000 $'000 $'000 $'000
Investment Management Fee* 291 - 291 498 - 498
· Includes fees to the Infrastructure Business Services Provider.
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 $500 million; 0.90% per annum of NAV in excess of $500 million up to
and including $1 billion; and 0.80% per annum of NAV in excess of $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 is entitled to 1 per cent. per annum of the Net Asset
Value ("NAV") up to and equal to US$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 will be determined by
the lower of the Company's market capitalisation or NAV. In addition,
management fees for Q3 2024 will be 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 $50,000.
The Investment Manager's fees have been adjusted to reflect a US$100,000 one
off rebate paid by Ecofin, in accordance with their termination agreement.
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.
6. Earnings per Share
Earnings per Share are based on the revenue and capital losses of $180,000 and
$5,550,000, respectively (30 June 2024: the revenue gains and capital losses
of $2,262,000 and $28,201,000, respectively). The weighted average number of
shares in issue for the period was 138,078.496 (30 June 2024:
138.078.496).
7. Share Capital
As at 30 June 2025 As at 31 December 2024
Number of Nominal value Number of Nominal value
Allotted, issued and fully paid: shares $ shares $
Opening and 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. There were no shares issued or bought back during the period
(prior year: none).
As at 30 June 2025, the Company's issued share capital comprised 138,078,496
shares (30 June 2024: 138,078,496; 31 December 2024: 138,078,496) and this is
the total number of shares with voting rights in the Company.
8. Special Distributable Reserve
Following admission of the Company's shares to trading on the LSE in December
2020, 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 $120,548,000,
which can be utilised to fund distributions to the Company's shareholders.
9. Net Assets per Share
Net assets per share is based on $56,026,000 of net assets of the Company as
at 30 June 2025 (31 December 2024: $61,756,000).
10. Dividends
No dividends were paid in respect of the period under review. For the period
to 30 June 2024 the following dividend was paid:
Special distributable reserve Revenue reserve Total
Cents per share $'000 $'000 $'000
Quarter ended 31 March 2024 0.70c - 966 966
A dividend of 70 cents per share for the quarter ended 31 March 2024 was paid
on 19 July 2024.
11. Related Party Transactions with the Investment Manager and the Directors
Investment Manager
Fees payable to Ecofin, who served as Investment Manager during most of the
period under review, are shown in the Statement of Comprehensive Income. As at
30 June 2025, the fee owing to the Investment Manager was $318,000 (31
December 2024: $380,000).
Directors
The Company is governed by a Board of Directors (the "Board"), all of whom are
non-executive, and it has no employees. Three of the Directors who served on
the Board during the period under review were appointed on 22 October 2020.
Brett Miller was appointed on 11 July 2024. Patrick O'Donnell Bourke resigned
on 15 January 2025 and Tammy Richards resigned on 26 June 2025.
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 £55,000 per annum and
the Chair receives a fee of £60,000 per annum. Since 12 August 2024, Mr
Miller has received additional consultancy fees of £12,500 per month to
compensate him for the time he has spent expediting and negotiating the sale
of the Company's assets, liaising with shareholders and researching and
liaising with others on a change in the Investment Manager.
The Directors had the following shareholdings in the Company, all of which
were beneficially owned.
Shares at 30 June 2025 Shares at 31 December 2024
Director
Patrick O'Donnell Bourke (resigned on 14 January 2025) - 104,436
David Fletcher 64,553 64,553
Brett Miller - -
Tammy Richards (resigned on 26 June 2025) - 25,000
12. Status of this report
These interim financial statements are not the Company's statutory accounts
for the purposes of section 434 of the Companies Act 2006. They are unaudited.
The unaudited half-yearly report will be made available at the registered
office of the Company. The report will also be available in electronic format
on the Company's website: www.rnewfund.com
The financial information for the year ended 31 December 2024 has been
extracted from the statutory accounts which have been filed with the Registrar
of Companies. The auditor's report on those accounts was not qualified and did
not contain statements under sections 498 (2) or (3) of the Companies Act
2006.
This half-yearly report was approved by the Board of Directors on 29 September
2025.
Alternative Performance Measures
For the six months ended 30 June 2025
In reporting financial information, the Company presents alternative
performance measures, ("APMs"), which are not defined or specified under the
requirements of IFRS. The Company believes that these APMs, which are not
considered to be a substitute for or superior to IFRS measures, provide
stakeholders with additional helpful information on the performance of the
Company. The APMs presented in this report are shown below:
Premium/discount
The amount, expressed as a percentage, by which the share price is greater
(premium) or less (discount) than the NAV per share.
As at 30 June 2025 (Unaudited) As at 31 December 2024 (Audited)
NAV per share (cents) a 40.6 44.7
Share price (cents) b 24.6 30.5
Discount (b÷a)-1 39.4% 31.8%
Total return
Total return is a measure of performance that includes both income and capital
returns. It 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 per share (Unaudited)
For the six months ended 30 June 2025 (cents) (cents)
Opening at 1 January 2025 a 30.5 44.7
Closing at 30 June 2025 b 24.6 40.6
Dividends declared during the period c - -
Dividend/income adjustment factor1 d 1.0 1.0
Adjusted closing e = (b + c) x d e 24.9 40.3
Total return (e÷a)-1 (19.3)% (9.2)%
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 on the ex-dividend date.
Ongoing charges ratio
A measure, expressed as a percentage of average NAV, of the regular, recurring
annual costs of running an investment company.
As at 30 June 2025 (Unaudited) As at 31
December 2024 (Audited)
Average NAV ($'000) a 71,819 87,694
Annualised expenses ($'000) b 1,582 2,027
Ongoing charges ratio (b÷a) 2.2% 2.3%
Enquiries:
Company Secretary
Apex Listed Companies Services (UK) Ltd
Tel: +44 (0) 20 4582 6470
The Half-yearly financial report will be submitted to the National Storage
Mechanism and will shortly be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
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