REG-Foresight Solar & Infrastructure VCT PLC : Half-yearly report <Origin Href="QuoteRef">FTSV.L</Origin>
29/02/2016 14:00
FORESIGHT SOLAR & INFRASTRUCTURE VCT PLC
Financial Highlights
Ordinary Shares Fund Six months ended 31 December 2015 Year ended 30 June 2015
Net asset value per share 105.9p 109.9p
Revenue return per share 0.5p 1.0p
Total (loss)/return per share (0.8)p 14.9p
Share price per share 104.5p 102.5p
C Shares Fund Six months ended 31 December 2015 Year ended 30 June 2015
Net asset value per share 82.0p 91.7p
Revenue return per share (0.0)p 0.2p
Total (loss)/return per share (7.0)p (1.0)p
Share price per share 88.5p 93.5p
Chairman's Statement
Summary Financial Highlights
* Net asset value per Ordinary Share at 31 December 2015 was 105.9p after
payments of 3.0p in dividends (30 June 2015: 109.9p).
* Net asset value per C Share at 31 December 2015 was 82.0p after payments of
2.5p in dividends (30 June 2015: 91.7p).
* Total net asset value return (including dividends paid since launch) at 31
December 2015 is 125.9p for the Ordinary Shares fund and 89.5p for the C
Shares fund.
Ordinary Shares Fund
* An interim dividend of 3.0p per Ordinary Share was paid on 13 November 2015.
* An interim dividend of 3.0p per Ordinary Share will be paid on 8 April 2016.
based on an ex-dividend date of 17 March 2016 and a record date of 18 March
2016.
C Shares Fund
* An interim dividend of 2.5p per C Share was paid on 13 November 2015.
* An interim dividend of 2.5p per C Share will be paid on 8 April 2016 based
on an ex-dividend date of 17 March 2016 and a record date of 18 March 2016.
* One new investment was made during the period totalling £950,000.
Dividend History
Ordinary Shares Dividend per share
13 November 2015 3.0p
10 April 2015 3.0p
14 November 2014 3.0p
4 April 2014 3.0p
25 October 2013 3.0p
12 April 2013 2.5p
31 October 2012 2.5p
C Shares Fund Dividend per share
13 November 2015 2.5p
10 April 2015 2.5p
14 November 2014 2.5p
Introduction
As outlined in my statement last October, 2015 saw a significant strategic
shift in the UK Government's policies with respect to renewable energy
investment. Although this has changed fundamentally the landscape for future
investment in PV solar, as an established owner of assets these changes are
not expected to have a material detrimental effect on our existing portfolio.
Additionally, changing legislation permits investment in energy generating
investments (subject to them not benefitting from any form of Government
subsidy) albeit for a very short period until 5 April 2016, after which time
they will also be prohibited for VCTs. Consequently, given the complementary
nature of this investment opportunity to those already being pursued by the
Company, the Board decided to launch a 'D' Share fund raising to take
advantage of it. The fund will invest in new electricity generation projects
in the very short term as well as longer term energy related infrastructure
investments such as smart meters. The offer for up to £20 million opened on 1
February 2016 and will close on 31 August 2016.
Performance - Ordinary Shares Fund
The underlying net asset value decreased by 1.0p per Ordinary Share before
deducting the 3.0p per Ordinary share dividend paid during the period.
The valuation of the UK portfolio decreased by approximately £0.5 million
(1.2p per Ordinary Share) principally as a result of the Government's removal
of Levy Exemption Certificates (LECs) for renewable energy schemes from August
2015. The overall impact was partially offset by improvements in the
valuations of our Italian and Spanish assets.
The restructuring of the debt component of our Italian holdings due to be
completed this month, February 2016, will put the portfolio on a sound footing
and in a position to recommence distributions to the VCT later in the year. At
the same time we continue to pursue international arbitration proceedings
against the Government of Spain for breaching the protections available under
the Energy Charter Treaty and international law in order to remedy our losses.
The Spanish and Italian assets account for circa 8% of the Ordinary share
portfolio.
The overall performance of the Ordinary Shares fund remains robust and the
total return since inception as at 31 December 2015 was 125.9p per Ordinary
Share compared with the fund's original target of a total 5 year return of
130.0p per Ordinary Share.
Ordinary Shareholder Individual Roll-Over Option
As noted in the original prospectus, the Board undertook to write to
Shareholders with respect to their individual roll-over option choices which
was envisaged to be in June 2015, four years after the original offer closed
in June 2011. As the offer was eventually extended until November 2011, this
period has been extended by a few months.
In line with its original intention, the Board has included a separate
enclosure for Shareholders to complete and return in respect of their
anticipated preference to either sell or hold their shares once their minimum
five year holding period has expired. This declaration will provide both the
Board and the Manager with an indication of whether Shareholders intend to
liquidate their holdings or to remain invested for the longer term, although a
final confirmation of the declaration will be sought later in 2016. This, in
turn, will allow the Board and Manager to better plan asset realisations over
the coming months.
i. Movement in Net Asset Value of the Ordinary Shares Fund
During the period, the net asset value of the Ordinary Shares fund decreased
to 105.9p per share (£40.5 million) at 31 December 2015 from 109.9p per share
(£42.1 million) at 30 June 2015. The main reason behind the fall in net
assets was the aggregate performance of the investment portfolio decreasing by
0.7p, a dividend payment of 3.0p per Ordinary Share and income less expenses
of negative 0.3p. This is summarised further in the table below:
Pence per
Ordinary
£'000 Share
NAV at 30 June 2015 42,111 109.9
Dividends paid (1,150) (3.0)
UK investments valuation decrease (462) (1.2)
Italian investments valuation increase 164 0.4
Spanish investments valuation increase 38 0.1
Other (167) (0.3)
NAV at 31 December 2015 40,534 105.9
ii. Cash & Deal Flow
The Ordinary Shares fund had cash and liquid resources of £10,000 at 31
December 2015. The Company receives regular interest and loan stock payments
and dividends from its underlying investments enabling it to continue to fund
its dividend policy as well as meeting expenses in the ordinary course of
business as they fall due.
iii. Investment Gains & Losses
There were no realised gains or losses during the period for the Ordinary
Shares fund.
During the period the Ordinary Shares fund recognised unrealised losses of
£259,000. Further information regarding the breakdown of this amount is
contained in the Manager's Report.
iv. Running Costs
The annual management fee of the Ordinary Shares fund is 1.5%. During the
period the management fees totalled £313,000, of which £78,000 was charged
to the revenue account and £235,000 was charged to the capital account.
v. Ordinary Share Dividends
The Board originally planned to pay dividends of 5.0p per Ordinary Share each
year throughout the life of Foresight Solar & Infrastructure VCT plc after the
first year, payable bi-annually via dividends of 2.5p per Ordinary Share in
April and October each year. The level of dividends is not, however,
guaranteed. The Board is pleased to announce that the next interim dividend,
of 3.0p per Ordinary Share, will be paid on 8 April 2016 based on an
ex-dividend date of 17 March 2016 and a record date of 18 March 2016, which
means that total dividends of 6.0p per Ordinary Share will have been paid
during the 2015/16 year.
vi. Ordinary Share Issues & Buybacks
During the period under review, 26,094 Ordinary Shares were repurchased for
cancellation. No new shares were issued.
Performance - C Shares Fund
The underlying net asset value decreased by 7.2p per 'C' Share before
deducting the 2.5p per 'C' share dividend paid during the year.
The valuation of the UK portfolio decreased by approximately £0.8 million
(6.4p per C Share). This decrease in valuation was driven principally by the
removal of Levy Exemption Certificates (LECs) for renewable energy by the
Government from August 2015 and a reduction in actual and forecast power
prices. The 'C' shares fund has a greater exposure to ROC subsidised projects
than the Ordinary shares fund. This means a greater proportion of project
revenues are exposed to changes in power prices. The US solar investment in
the 'C' share portfolio helps to diversify this particular risk.
The overall performance of the 'C' Shares fund is disappointing to date but
the opportunity to refinance the portfolio together with other operational
efficiencies being implemented should see performance improving.
i. Movement in Net Asset Value of the C Shares Fund
During the period, the net assets of the C Shares fund decreased to 82.0p per
share (£10.3 million) at 31 December 2015 from 91.7p per share (£11.5
million) as at 30 June 2015, largely due to the aggregate performance of the
investment portfolio and dividends paid.
This is summarised further in the table below:
Pence per
£'000 C share
NAV at 30 June 2015 11,477 91.7
Dividends paid (312) (2.5)
UK investments valuation decrease (797) (6.4)
Other (108) (0.8)
NAV at 31 December 2015 10,260 82.0
ii. Cash & Deal Flow
During the period, the C share class invested £0.95 million in the EOSOL
project in Lancaster, California. The project has been operational since 2013
and the region benefits from some of the highest irradiation levels in the
world. At 31 December 2015 the C Share fund had cash or near cash resources of
£8,000.
iii. Investment Gains & Losses
There were no realised gains or losses during the period.
During the period the C Shares fund recognised unrealised losses of
£797,000. Further information regarding the breakdown of this amount is
contained in the Manager's Report.
iv. Running Costs
The annual management fee of the C Shares fund is 1.75%. During the period
the management fees totalled £98,000, of which £25,000 was charged to the
revenue account and £73,000 was charged to the capital account.
v. C Share Dividends
The Board is pleased to announce that the next interim dividend, of 2.5p per
C Share, will be paid on 8 April 2016 based on an ex-dividend date of 17 March
2016 and a record date of 18 March 2016, which means that total dividends of
5.0p per C Share will have been paid during the 2015/16 year.
Outlook - C Shares Fund
The proceeds of the C Share offer have been fully allocated to new projects
currently being completed. Further details on these investments and their
underlying performance will be provided when they have completed over the next
few months.
Overall Company Outlook
The O share portfolio continues to perform in line with expectations. As a
mature solar fund based on FIT revenues, its future performance will be
dependent mostly on our efforts to improve operational efficiency and any
restructuring benefits that can be extracted from the smaller European
investments.
The performance of the C Share portfolio in the last six months has been
impacted by a combination of the abrupt removal of LECs by the UK government
in August 2015 as well as the continuing fall in power prices. Our objective
is to focus on a combination of operational and financing improvements and,
when, over the next few months our final investment begins to generate power
and revenues the trend in underlying NAV should begin to improve.
David Hurst-Brown
Chairman
29 February 2016
Investment Manager's Report
Ordinary Shares
Regulatory and Market Changes
There have been a number of regulatory developments over the second half of
2015 but it is important to note that the changes to the Renewables Obligation
scheme have no impact on the Fund's existing operating assets or any of the
projects under exclusivity. In relation to the immediate pipeline, the single
project under development will qualify for 1.3 ROC banding upon its imminent
completion through Scorpii Solar as noted on the investment summary on page 7.
In the Budget on 8 July 2015 changes were announced to the Climate Change
Levy ("CCL") with the removal of Levy Exemption Certificates ("LECs")
impacting both existing and new solar investments from 1 August 2015. This
announcement led to a c. 3% reduction in future cash flows at project level.
It should be noted that the CCL announcement represented a change in tax
policy, in that it removed an existing tax benefit for electricity sourced
from renewable sources, rather than a subsidy change. The impact of this
change is fully reflected in the fund's NAV.
In July 2015, the Government held consultations around solar PV growth and
its provisions for banded support for new solar PV under the Renewables
Obligation Scheme ("RO Scheme"). Following the consultations, the Department
of Energy and Climate Change ("DECC") announced in December it would close the
RO Scheme to new solar PV of 5MW and below from 1 April 2016 onwards, subject
to certain Grace Periods.
The decision by DECC was driven by the significant increase in the installed
capacity of UK solar in recent years, expected to exceed 10GW by the end of
March 2016. DECC had previously flagged that it would continue to monitor the
deployment of new installations and the subsequent impact this would have on
the Levy Control Framework ("LCF"). We believe this confirms DECC's continued
intention to introduce changes that support the future sustainability of the
LCF, without impacting the existing support mechanisms for renewable energy
investments already in place.
Power Prices
UK power prices continued a downward trend throughout 2015, driven in part by
lower gas prices due to stockpiles of liquefied gas and above average winter
temperatures during Q1 and Q4 of 2015. As a result, the Company has revised
downwards its forecast power prices by an average of c.13% over the period,
with a greater revision being seen in the front end of the curve. This has led
to a reduction in NAV.
It should be noted that the impact of falling power prices on the portfolio
is mitigated to a certain extent by the fact that a large proportion of
portfolio revenues received are from subsidies and associated green benefits
which are fixed and index-linked.
Ordinary Shares
UK Assets
Four plants in Kent, Somerset and Wiltshire are the principal assets of the
Ordinary Shares fund and are all trading successfully and benefiting from
index linked Feed-in Tariffs (FiTs) over 25 years. The favourable differential
between the yield on new ROC based plants and the cost of the bond means that
investors in Foresight Solar VCT's Ordinary Shares fund are benefiting from
higher dividends and greater capital appreciation as a result of this
refinancing. This has enabled 130.0p per share to be restored as the target
total return of the share class despite the negative impact of the Spanish
assets (see below).
This was the first period that materially benefitted from the Capacity
Agreements with the Turweston solar project. These agreements substantially
take the form of the original agreements in place with the four FiT assets.
Turweston is a 16.45 MW site and benefits from 1.4 ROCs. Following completion
of Turweston in December 2014, the Ordinary Share class became fully
re-invested.
During the period under review production from the four FiT sites was
approximately 4% lower than expectations due to lower levels of solar
irradiation. The technical efficiency of the plants continued to exceed
expectations. The performance of Turweston mirrored that of the FiT assets.
European Assets
Although the Foresight Solar VCT Ordinary Shares fund is predominantly
comprised of UK solar assets, the Company also has exposure to several assets
in both Italy and Spain accounting in aggregate for approximately 8% of the
portfolio value. The Spanish and Italian assets achieved production levels
slightly above expectations despite suffering from poor irradiation during the
period.
The Italian solar sector is now stabilising as it adapts to unfavourable
regulatory changes and increased risk, driven by the government's desire to
reduce the cost of renewable energy to domestic electricity consumers, who
indirectly fund the subsidies.
Foresight has analysed the impact of these changes in legislation across the
portfolio and recently completed refinancing of the Italian portfolio
following the 31 December period end. This has led to a more efficient debt
package which will result in a small increase in carrying value for the
Italian portfolio and will facilitate ongoing distributions from the
portfolio.
The Spanish asset owned by the Company has also been negatively impacted by
changes in legislation, which have effectively placed a cap on the returns
that Spanish solar assets can generate. This cap has been set at 7.4%.
(Calculated as 300 basis points over the average
of the 10 year Spanish Government Bond yield). The Ordinary Shares fund's
exposure to the Company's only Spanish asset is 3.0% of the portfolio value. A
provision of 50% is in place against the cost of the Spanish asset held by
Foresight Solar VCT plc.
The Investment Manager is progressing compensation claims for the
retrospective legislative changes in Italy and Spain but the outcome, quantum
and timing of any compensation is currently difficult to predict.
Exit
Despite the impact of the Italian and Spanish assets on the share class,
alongside the continued decline in forecast prices in the wholesale power
market, we continue to believe that the 130p target for the Ordinary Shares
Fund is achievable. The Board will write separately to shareholders to set out
the relevant timescales and exit opportunities from this share class.
'C' Shares
Investments into Saron and New Kaine, sized at 6.3MW and 1.9MW respectively,
were completed during 2015. The Fund has a third asset under exclusivity that,
upon completion, will see all of the C share class fund fully deployed.
During the period under review production from the two UK sites was
approximately 5% below expectations due to lower levels of irradiation. The
technical efficiency of the plant continued to exceed expectations.
It has taken longer to fully deploy the 'C' shares than expected partly due
to the relatively small size of the 'C' share investee companies required to
satisfy the VCT rules. Solar project sizes have been at 5MWs on the whole
driven by the ROC subsidy requirements and associated project development
activity which creates an investment size bigger than some of the £4m
investee companies but not big enough to attract bank lenders to the projects.
This delay has had an impact on returns as has the competiveness for projects
generally. The current 'C' share NAV reflects these challenges generally
including the impact of power prices as mentioned above.
US assets
During the period the C Shares fund acquired an equity share of a 3.6MW
portfolio located in Lancaster, California, a region which benefits from some
of the highest levels of irradiance in the world. The EOSOL project has been
operational since 2013 and to date has performed above investment base case
projections.
Outlook
With deployment now almost complete across both share classes our focus has
shifted to optimising the financial and technical performance of the sites.
Our six-strong in-house technical team continue to develop initiatives to
improve production levels and we continue to see benefits from a growing
portfolio of solar assets through reduced overheads and improved commercial
terms across a number of maintenance contracts. As we get closer to the 5 year
anniversary of the Ordinary Shares fund, we will actively consider further
refinancing opportunities in order to optimise value ahead of or in
conjunction with any sale.
Jamie Richards
Head of Infrastructure
Foresight Group
29 February 2016
Unaudited Half-Yearly Financial Report and Responsibility Statements
Principal Risks and Uncertainties
The principal risks faced by the Company can be divided into various areas as
follows:
* Performance
* Regulatory
* Operational; and
* Financial
The Board reported on the principal risks and uncertainties faced by the
Company in the Annual Report and Accounts for the year ended 30 June 2015. A
detailed explanation can be on found on page 8 of the Annual Report and
Accounts which is available at www.foresightgroup.eu or by writing to
Foresight Group at The Shard, 32 London Bridge Street, London, SE1 9SG.
In the view of the Board, there have been no changes to the fundamental
nature of these risks since the previous report and these principal risks and
uncertainties are equally applicable to the remaining six months of the
financial year as they were to the six months under review.
Directors' Responsibility Statement:
The Disclosure and Transparency Rules ('DTR') of the UK Listing Authority
require the Directors to confirm their responsibilities in relation to the
preparation and publication of the Unaudited Half-Yearly Financial Report for
the six months ended 31 December 2015.
The Directors confirm to the best of their knowledge that:
(a) the summarised set of financial statements has been prepared in
accordance with the pronouncement on interim reporting issued by the
Accounting Standards Board;
(b) the Unaudited Half-Yearly Financial Report for the six months ended 31
December 2015 includes a fair review of the information required by DTR 4.2.7R
(indication of important events during the first six months of the year and a
description of principal risks and uncertainties that the Company faces for
the remaining six months of the year);
(c) the summarised set of financial statements give a true and fair view of
the assets, liabilities, financial position and profit or loss of the Company
as required by DTR 4.2.4R; and
(d) the interim management report includes a fair review of the information
required by DTR 4.2.8R (disclosure of related parties' transactions and
changes therein).
Going Concern
The Company's business activities, together with the factors likely to affect
its future development, performance and position are set out in the Strategic
Report in the 30 June 2015 Annual Report and Accounts. The financial position
of the Company, its cash flows, liquidity position and borrowing facilities
are described in the Chairman's Statement, Strategic Report and Notes to the
Accounts of the 30 June 2015 Annual Report and Accounts. In addition, the
Annual Report and Accounts includes the Company's objectives, policies and
processes for managing its capital; its financial risk management objectives;
details of its financial instruments and hedging activities; and its exposures
to credit risk and liquidity risk.
The Company has considerable financial resources together with investments
and income generated therefrom, which benefit from Feed-in-Tariffs guaranteed
by the UK Government. As a consequence, the Directors believe that the Company
is well placed to manage its business risks successfully despite the current
uncertain economic outlook.
Cash flow projections have been reviewed and show that the Company has
sufficient funds to meet both its contracted expenditure and its discretionary
cash outflows in the form of the share buy-back programme and dividend policy.
The Company has no external loan finance in place and therefore is not exposed
to any gearing covenants.
The Directors have reasonable expectation that the Company has adequate
resources to continue in operational existence for the foreseeable future.
Thus they continue to adopt the going concern basis of accounting in preparing
the annual financial statements.
The Half-Yearly Financial Report for the six months ended 31 December 2015
has not been audited or reviewed by the auditors.
On behalf of the Board
David Hurst-Brown
Chairman
29 February 2016
Unaudited Non-Statutory Analysis between the Ordinary Shares and C Shares
Funds
Income Statements
for the six months ended 31 December 2015
Ordinary Shares Fund C Shares Fund
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Investment holding losses - (259) (259) - (797) (797)
Income 442 - 442 75 - 75
Investment management fees (78) (235) (313) (25) (73) (98)
Other expenses (163) - (163) (52) - (52)
Return/(loss) on ordinary activities before taxation 201 (494) (293) (2) (870) (872)
Taxation - - - - - -
Return/(loss) on ordinary activities after taxation 201 (494) (293) (2) (870) (872)
Return/(loss) per share 0.5p (1.3)p (0.8)p (0.0)p (7.0)p (7.0)p
Balance Sheets
at 31 December 2015
Ordinary Shares Fund C Shares Fund
£'000 £'000
Fixed Assets
Investments held at fair value through profit and loss 40,273 9,948
Current assets
Debtors 402 313
Money market securities and other deposits 9 -
Cash 1 8
412 321
Creditors
Amounts falling due within one year (151) (9)
Net current assets 261 312
Net assets 40,534 10,260
Capital and reserves
Called-up share capital 383 125
Share premium - 1,576
Capital redemption reserve 2 -
Profit and loss account 40,149 8,559
Equity shareholders' funds 40,534 10,260
Net asset value per share 105.9p 82.0p
At 31 December 2015 there was an inter-share debtor/creditor of £57,000
which has been eliminated on aggregation.
Unaudited Non-Statutory Analysis between the Ordinary Shares and C Shares
Funds
Reconciliations of Movements in Shareholders' Funds
for the six months ended 31 December 2015
Called-up share capital Share premium account Capital redemption reserve Profit and loss account Total
£'000 £'000 £'000 £'000 £'000
Ordinary Shares Fund
As at 1 July 2015 383 - 2 41,426 42,111
Expenses in relation to share issues - - - (107) (107)
Repurchase of shares - - - (27) (27)
Dividends - - - (1,150) (1,150)
Loss for the period - - - (293) (293)
As at 31 December 2015 383 - 2 40,149 40,534
Called-up share capital Share premium account Capital redemption reserve Profit and loss account Total
£'000 £'000 £'000 £'000 £'000
C Shares fund
As at 1 July 2015 125 1,609 - 9,743 11,477
Expenses in relation to share issues - (33) - - (33)
Dividends - - - (312) (312)
Loss for the period - - - (872) (872)
As at 31 December 2015 125 1,576 - 8,559 10,260
Unaudited Income Statement
for the six months ended 31 December 2015
Six months ended Six months ended Year ended
31 December 2015 (unaudited) 31 December 2014 (unaudited) 30 June 2015 (audited)
Revenue Capital Total Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Investment holding (losses)/gains - (1,056) (1,056) - 2,297 2,297 - 5,525 5,525
Income 517 - 517 609 - 609 1,155 - 1,155
Investment management fees (103) (308) (411) (103) (311) (414) (205) (616) (821)
Gains on the value of derivatives - - - - 154 154 - 154 154
Other expenses (215) - (215) (200) - (200) (433) - (433)
Return/(loss) on ordinary activities before taxation 199 (1,364) (1,165) 306 2,140 2,446 517 5,063 5,580
Taxation - - - (47) 47 - (107) 107 -
Return/(loss) on ordinary activities after taxation 199 (1,364) (1,165) 259 2,187 2,446 410 5,170 5,580
Return/(loss) per share:
Ordinary Share 0.5p (1.3)p (0.8)p 0.5p 5.9p 6.4p 1.0p 13.9p 14.9p
C Share (0.0)p (7.0)p (7.0)p 0.4p (0.7)p (0.3)p 0.2p (1.2)p (1.0)p
The total column of this statement is the profit and loss account of the
Company and the revenue and capital columns represent supplementary
information.
All revenue and capital items in the above Income Statement are derived from
continuing operations. No operations were acquired or discontinued in the
period.
The Company has no recognised gains or losses other than those shown above,
therefore no separate statement of total recognised gains and losses has been
presented.
Unaudited Balance Sheet
at 31 December 2015
Registered Number: 07289280
As at As at As at
31 December 2015 31 December 2014 30 June 2015
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Fixed assets
Investments held at fair value through profit or loss 50,221 51,430 51,705
Current assets
Debtors 715 577 720
Money market securities and other deposits 9 8 9
Cash 9 144 1,221
733 729 1,950
Creditors
Amounts falling due within one year (160) (130) (67)
Net current assets 573 599 1,883
Net assets 50,794 52,029 53,588
Capital and reserves
Called-up share capital 508 508 508
Share premium account 1,576 12,318 1,609
Capital redemption reserve 2 2 2
Profit and loss account 48,708 39,201 51,469
Equity shareholders' funds 50,794 52,029 53,588
Net asset value per share:
Ordinary Share 105.9p 104.7p 109.9p
C Share 82.0p 95.0p 91.7p
Unaudited Reconciliation of Movements in Shareholders' Funds
for the six months ended 31 December 2015
Company Called-up share capital Share premium account Capital redemption reserve Profit and loss account Total
£'000 £'000 £'000 £'000 £'000
As at 1 July 2015 508 1,609 2 51,469 53,588
Expenses in relation to share issues - (33) - (107) (140)
Repurchase of shares - - - (27) (27)
Dividends - - - (1,462) (1,462)
Return for the period - - - (1,165) (1,165)
As at 31 December 2016 508 1,576 2 48,708 50,794
Unaudited Cash Flow Statement
for the six months ended 31 December 2015
Six months ended Six months ended Year ended
31 December 2015 31 December 2014 30 June 2014
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Cash flow from operating activities
Investment income received 585 282 686
Deposit and similar interest received - 1 1
Investment management fees paid (410) (402) (818)
Secretarial fees paid (84) (84) (167)
Other cash payments (141) (129) (289)
Net cash outflow from operating activities and returns on investment (50) (332) (587)
Returns on investment and servicing of finance
Purchase of investments (950) (1,808) (1,808)
Net proceeds on sale of investments 1,378 1,118 4,071
Net proceeds on sale of financial assets - 662 662
Net capital inflow/(outflow) from financial investment 428 (28) 2,925
Equity dividends paid (1,462) (1,463) (2,925)
Financing
Expenses of fund raising (101) (305) (463)
Repurchase of own shares (27) (36) (36)
(128) (341) (499)
Decrease in cash (1,212) (2,164) (1,086)
Reconciliation of net cash flow to movement in net funds
Decrease in cash for the period (1,212) (2,164) (1,086)
Net cash at start of period 1,230 2,316 2,316
Net cash at end of period 18 152 1,230
Analysis of changes in net cash
1 July 2015 Cash flow 31 December 2015
£'000 £'000 £'000
Cash and cash equivalents 1,230 (1,212) 18
Notes to the Unaudited Half-Yearly Financial Report
for the six months ended 31 December 2015
1. The Unaudited Half-Yearly results have been prepared on the basis
of accounting policies set out in the statutory accounts of the Company for
the year ended 30 June 2015. Unquoted investments have been valued in
accordance with the International Private Equity and Venture Capital Valuation
guidelines. Quoted investments are stated at bid prices in accordance with UK
Generally Accepted Accounting Practice.
2. These are not statutory accounts in accordance with S436 of the
Companies Act 2006 and the financial information for the six months ended 31
December 2015 and 31 December 2014 has been neither audited nor reviewed.
Statutory accounts in respect of the year to 30 June 2015 have been audited
and reported on by the Company's auditor and delivered to the Registrar of
Companies and included the report of the auditor which was unqualified and did
not contain a statement under S498(2) or S498(3) of the Companies Act 2006. No
statutory accounts in respect of any period after 30 June 2015 have been
reported on by the Company's auditor or delivered to the Registrar of
Companies.
3. Copies of the Unaudited Half-Yearly Financial Report for the six
months ended 31 December 2015 have been sent to shareholders and are available
for inspection at the Registered Office of the Company at The Shard, 32 London
Bridge Street, London, SE1 9SG.
Copies of the Unaudited Half-yearly Financial Report for the six months ended
31 December 2015 are also available electronically at www.foresightgroup.eu.
2Net asset value per share
The net asset value per share is based on net assets at the end of the period
and the number of shares in issue at that date.
Ordinary Shares Fund C Shares Fund
Net assets £'000 Number of Shares in Issue Net assets £'000 Number of Shares in Issue
31 December 2015 40,534 38,290,862 10,260 12,509,245
31 December 2014 40,141 38,331,956 11,888 12,511,089
30 June 2015 42,111 38,331,956 11,477 12,511,089
2Return per share
The weighted average number of shares for the Ordinary Shares and C Shares
funds used to calculate the respective returns are shown in the table below:
Ordinary Shares Fund Number of Shares C Shares Fund Number of Shares
Six months ended 31 December 2015 38,314,971 12,511,079
Six months ended 31 December 2014 38,331,956 12,511,089
Year ended 30 June 2015 38,331,915 12,511,089
2Income
Six months ended Six months ended Year ended
31 December 2015 31 December 2014 30 June 2015
(unaudited) £'000 (unaudited) £'000 (audited) £'000
Loan stock interest 517 608 1,153
Bank interest - 1 2
517 609 1,155
2Investments held at fair value through profit or loss
Company Unquoted & Total
£'000
Book cost as at 1 July 2015 39,373
Investment holding gains 12,332
Valuation at 1 July 2015 51,705
Movements in the period:
Purchases at cost 950
Disposal proceeds (1,378)
Investment holding losses (1,056)
Valuation at 31 December 2015 50,221
Book cost at 31 December 2015 38,945
Investment holding gains 11,276
Valuation at 31 December 2015 50,221
Ordinary Shares Fund Unquoted & Total
£'000
Book cost as at 1 July 2015 29,373
Investment holding gains 12,324
Valuation at 1 July 2015 41,697
Movements in the period:
Disposal proceeds (1,165)
Investment holding losses (259)
Valuation at 31 December 2015 40,273
Book cost at 31 December 2015 28,208
Investment holding gains 12,065
Valuation at 31 December 2015 40,273
C Shares Fund Unquoted & Total
£'000
Book cost as at 1 July 2015 10,000
Investment holding gains 8
Valuation at 1 July 2015 10,008
Movements in the period
Purchases at cost 950
Disposal proceeds (213)
Investment holding losses (797)
Valuation as at 31 December 2015 9,948
Book cost at 31 December 2015 10,737
Investment holding losses (789)
Valuation at 31 December 2015 9,948
2Transactions with the manager
Details of arrangements of the Company with Foresight Group are given in the
Annual Report and Accounts for the year ended 30 June 2015, in the Directors'
Report and Note 3.
Foresight Group, which acts as investment manager to the Company in respect
of its venture capital investments earned fees of £410,000 in the six months
ended 31 December 2015 (31 December 2014: £414,000; 30 June 2015: £821,000).
Foresight Group also provides administration services to the Company via
Foresight Fund Managers Limited, and received fees excluding VAT of £84,000
during the six months ended 31 December 2015 (31 December 2014: £84,000; 30
June 2015: £167,000). The annual administration and accounting fee (which is
payable together with any applicable VAT) is 0.3% of the net funds raised
(subject to a minimum index-linked fee of £60,000 for each of the Ordinary
and C Shares funds).
At the balance sheet date there was £10,000 due to Foresight Group (31
December 2014: £26,000; 30 June 2015: £3,000).
Foresight Group are responsible for external costs such as legal and
accounting fees, incurred on transactions that do not proceed to completion
('abort expenses'). In line with industry practice, Foresight Group retain the
right to charge arrangement and syndication fees and Directors' or monitoring
fees ('deal fees') to companies in which the Company invests.
Foresight Group is also a party to the performance incentive agreement
described in Note 13 of the Annual Report and Accounts for the year ended 30
June 2015.
2Related party transactions
There were no related party transactions in the period.
This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf
of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for
the content, accuracy and originality of the information contained therein.
Source: Foresight Solar VCT PLC via Globenewswire
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