REG - GCP Infra Inv Ltd - Annual report and financial statements <Origin Href="QuoteRef">GCPI.L</Origin> - Part 6
14/12/2017 07:07
- Part 6: For the preceding part double click ID:nRSN2966Ze at 27 October 2017. On 15 November 2017, the Company announced that it had entered into a conditional, binding commitment to subscribe for a series of loan notes with a value of c.£53 million. The proceeds of which have been deployed to finance investments in five operational onshore wind farms located across the UK. A further six advances totalling £65.9 million have been advanced to Project Companies under existing loan facilities since the year end. On 27 November 2017, the Company announced that it had entered into an agreement with RBSI in respect of an increase to the £75 million revolving credit facility entered into on 17 January 2017. The increased facility is for an amount of £90 million. On 30 November 2017, the Company announced that it has completed a refinancing by funds and accounts under management by Blackrock Investment Management (UK) Limited of a portfolio of loan notes held by the Company which are secured against infrastructure assets in the UK and which were valued at £97.4 million as at 30 September 2017. Pursuant to this refinancing, the Company will retain a subordinated investment of £27.7 million secured against the cash flows from the same portfolio of assets at a materially enhanced rate of return. As at 1 December 2017, Mr Paul De Gruchy, together with his family held an indirect interest of 481,746 ordinary shares in the Company following a scrip issue allotment of 7,356 shares. As at 1 December 2017, Mr Clive Spears held 26,942 ordinary shares in the Company following a scrip issue allotment of 411 shares. As at 1 December 2017, the voting directors of the Investment Adviser hold directly or indirectly, and together with their family members, 2,922,769 ordinary shares in the Company following a scrip issue allotment of shares. As at 1 December 2017, the non-voting directors of the Investment Adviser hold directly or indirectly, and together with their family members, 6,236,299 ordinary shares in the Company following a scrip issue allotment of shares. On 13 December 2017, the Investment Advisory Agreement was reviewed by the Board and its term was extended such that the earliest possible effective termination date changed from 28 February 2019 to 28 February 2022. The Investment Advisory Agreement was also amended such that it may be terminated by the Company or the Investment Adviser by giving 24 months' written notice, with such notice to not be given prior to 29 February 2020. As the Investment Adviser is deemed to be a related party to the Company, entering into the amended Investment Advisory Agreement is a smaller related party transaction under the Listing Rules and, therefore, falls within the requirements of Listing Rule 11.1.10 R. 23. Ultimate controlling party It is the view of the Directors that there is no ultimate controlling party. 24. Non-consolidated SPVs The following SPVs have not been consolidated in these financial statements, as a result of applying IFRS 10 and Investment Entities (Amendments to IFRS 10, IFRS 12 and IAS 27). The Company is classed as an investment entity and has measured these SPVs at fair value through profit or loss. All of the below non-consolidated SPVs are incorporated and domiciled in the United Kingdom. SPV Company Name Ownership interest in loan notes Cardale PFI Limited (formerly GCP Programme Funding Limited) 100% GCP Asset Finance 1 Limited 100% GCP Biomass 1 Limited 100% GCP Biomass 2 Limited 100% GCP Biomass 3 Limited 100% GCP Biomass 4 Limited 100% GCP Biomass 5 Limited 100% GCP Bridge Holdings Ltd 100% GCP Commercial Solar 1 Limited 100% GCP Education 1 Limited 100% GCP Green Energy 1 Limited 100% GCP Healthcare 1 Limited 100% GCP Hydro 1 Limited 100% GCP Onshore Wind 1 Limited 100% GCP Onshore Wind 2 Limited (dissolved on 23 May 2017) 100% GCP Onshore Wind 3 Limited 100% GCP Programme Funding 1 Limited 100% GCP RHI Boiler 1 Limited 100% GCP Rooftop Solar 1 Limited 100% GCP Rooftop Solar 2 Limited 100% GCP Rooftop Solar 3 Limited 100% GCP Rooftop Solar 4 Limited 100% GCP Rooftop Solar 5 Limited 100% GCP Rooftop Solar 6 Limited1 37.7% GCP Social Housing 1 Limited 100% FHW Dalmore (Salford Pendleton Housing) Plc1 13.2% 1. The Company owns the entirety of the subordinated loan note class issued by the SPV. GLOSSARY OF KEY TERMS AIC Association of Investment Companies AIC Code AIC Code of Corporate Governance AIC Guide Corporate Governance Guide for Investment Companies AIF Alternative Investment Fund AIFM Alternative Investment Fund Manager AIFMD Alternative Investment Fund Managers Directive Annualised yield The effective annual rate of return taking into account the effect of compounding interest Average life The weighted average of the length of time until principal repayments BEPS Base Erosion Profit Shifting Borrower The entity which issues loan notes to GCP Infrastructure Investments Limited, usually a special purpose vehicle CBE Commander of the Most Excellent Order of the British Empire CfDs Contracts for difference CIF Law Collective Investment Funds (Jersey) Law 1988 The Company GCP Infrastructure Investments Limited C shares A share class issued by the Company from time to time. Conversion shares are used to raise new funds without penalising existing shareholders. The funds raised are ring-fenced from the rest of the Company until they are substantially invested Disclosure Rules Listing Rules and the Disclosure and Transparency Rules EEA European Economic Area EU European Union Facility Revolving credit facility with RBSI FCA Financial Conduct Authority FiT Feed-in tariff FRC Financial Reporting Council GIB Green Investment Bank IFRS International Financial Reporting Standards KPMG KPMG Channel Islands Limited The Law The Companies (Jersey) Law 1991, (as amended) LIFT Local Improvement Finance Trust LSE London Stock Exchange MAR Market Abuse Regulation MWe Megawatt equivalent NAV Net asset value NPD Non-profit distributing procurement model O&M Operation and maintenance Ordinary shares The ordinary share capital of GCP Infrastructure Investments Limited PFI Private Finance Initiative PF2 Private Finance 2 PIE Public Infrastructure Exemption PPA Power purchase agreement PPP Public-private partnership Project Company A special purpose company which owns and operates an asset RBSI Royal Bank of Scotland International Limited RHI Renewable heat incentive ROCs Renewable obligation certificates Senior ranking security Security that gives a loan priority over other debt owed by the issuer in terms of control and repayment in the event of default or issuer bankruptcy SID Senior Independent Director SPV Special Purpose Vehicle Total shareholder return Share price growth with dividends deemed to be reinvested on the dividend date UK Code UK Corporate Governance Code UKLA United Kingdom Listing Authority CORPORATE INFORMATION The Company GCP Infrastructure Investments Limited 12 Castle Street St Helier Jersey JE2 3RT Directors Ian Reeves CBE (Chairman) Clive Spears (Deputy Chairman) David Pirouet Paul De Gruchy Michael Gray Julia Chapman Administrator, Secretary and Registered Office of the Company Link Alternative Fund Services (Jersey) Limited (formerly Capita Financial Administrators (Jersey) Limited) 12 Castle Street St Helier Jersey JE2 3RT Adviser on English law Stephenson Harwood LLP 1 Finsbury Circus London EC2M 7SH Adviser on Jersey law Carey Olsen 47 Esplanade St Helier Jersey JE1 0BD Depositary Link Corporate Services (Jersey) Limited (formerly Capita Trust Company (Jersey) Limited) 12 Castle Street St Helier Jersey JE2 3RT Financial adviser and broker Stifel Nicolaus Europe Limited 150 Cheapside London EC2V 6ET Financial PR Buchanan Communications 107 Cheapside London EC2V 6DN Independent Auditor KPMG Channel Islands Limited 37 Esplanade St Helier Jersey JE4 8WQ Investment Adviser and AIFM Gravis Capital Management Limited (formerly Gravis Capital Partners LLP) 24 Savile Row London W1S 2ES Operational bankers Lloyds Bank International Limited 9 Broad Street St Helier Jersey JE4 8NG Royal Bank of Scotland International Limited 71 Bath Street St Helier Jersey JE4 8PJ Registrar Link Market Services (Jersey) Limited (formerly Capita Registrars (Jersey) Limited) 12 Castle Street St Helier Jersey JE2 3RT Valuation Agent Mazars LLP Tower Bridge House St Katherine's Way London E1W 1DD This information is provided by RNS The company news service from the London Stock Exchange
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