REG - GCP Infra Inv Ltd - Half-year report and financial statements 2025
12/06/2025 07:00
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RNS Number : 4797M GCP Infrastructure Investments Ltd 12 June 2025
GCP Infrastructure Investments Limited
("GCP Infra" or the "Company")
12 June 2025
LEI 213800W64MNATSIV5Z47
Half-yearly report and financial statements for the period ended 31 March 2025
The Directors of the Company are pleased to announce the Company's half-yearly
results for the period ended 31 March 2025. The half-yearly report and
financial statements can be accessed via the Company's website at
www.gcpinfra.co.uk
About the Company
The Company seeks to provide shareholders with regular, sustained, long-term
dividend income whilst preserving the capital value of its investments by
generating exposure to infrastructure debt and/or similar assets. It is
currently invested in a diversified, partially inflation protected portfolio
of investments, primarily in the renewable energy, social housing and PPP/PFI
sectors.
The Company is a FTSE 250, closed-ended investment company incorporated in
Jersey. It was admitted to the Official List and to trading on the London
Stock Exchange's Main Market in July 2010. It had a market capitalisation of
£607.7 million at 31 March 2025.
At a glance
HY23 HY24 HY25
Net assets £m 991.9 933.9 871.7
Profit for the period £m 25.8 9.9 0.4
Dividends for the period p 3.5 3.5 3.5
Aggregate downward revaluations since IPO(1) (annualised) % 0.31 0.38 0.46
Share price p 85.20 72.30 71.30
NAV per share p 112.24 107.62 102.28
Highlights for the period
· Dividends of 3.5 pence per share for the six month period to 31
March 2025 (31 March 2024: 3.5 pence per share), paid in line with the
target(2) of 7.0 pence set for the financial year.
· Total shareholder return(1) for the period of -5.3% (31 March 2024:
12.5%) and total shareholder return since IPO(1) of 91.1%. Total NAV return(1)
for the period of 0.5% (31 March 2024: 1.2%) and total NAV return since IPO(1)
of 178.0%.
· Profit for the period of £0.4 million (31 March 2024: £9.9
million). The decrease primarily reflects a reduction in loan interest
received from solar assets with equity-like exposure. For further information
refer to the financial review below.
· No new loans advanced during the period, with advances to existing
borrowers totalling £13.1 million in accordance with existing contractual
obligations. For further information refer below.
· Loan repayments of £44.4 million from renewables, PPP/PFI and
supported living projects as part of the capital allocation policy. These
included two disposal processes relating to underlying renewable energy
assets. Further information is given below.
· Company NAV per ordinary share at 31 March 2025 of 102.28 pence
(31 March 2024: 107.62 pence).
· Third party independent valuation of the Company's partially
inflation‑protected investment portfolio at 31 March 2025 of £902.9 million
(31 March 2024: £1.0 billion). The principal value at 31 March 2025 was
£932.7 billion.
· Post period end, the Company made further advances, pursuant to
existing contractual obligations, of £1.8 million and received repayments of
£3.2 million.
1. APM - for definition and calculation methodology, refer to the APMs section
below.
2. The dividend target is a target only and not a profit forecast or estimate
and there can be no assurance that it will be met.
Andrew Didham, Chairman of GCP Infra, commented:
The Company's shares continued to trade at a discount to NAV in the period.
This issue is not individual to the Company, with other companies in the
listed alternatives sector facing similar share price pressure. This remains a
function of an elevated interest rate environment, a challenging macroeconomic
backdrop, and continued outflows from UK-focused equity funds. Although, as a
result, the dividend yield on share price at 31 March 2025 was 9.8%, which the
Board believes represents an attractive entry point for investors.
The Board and the Investment Adviser remain committed to reducing the
discount(1) at which the Company's shares trade. The Company has proactively
explored consolidation opportunities, raised capital through disposals of
assets, and applied this capital to reducing fund level leverage and returning
capital to shareholders through buybacks. These have been proactive measures
to address the discount, with a net repayment of leverage of £63.0 million
and £13.7 million returned to shareholders. Disposals of £57.1 million have
been completed so far, and the Company is focused on delivering its commitment
to realise £150 million, facilitating the return of £50 million to
shareholders, and repayment of drawn balances under the revolving credit
facility.
The Board and the Investment Adviser remain focused on the Company's capital
allocation policy as a route to reducing the share price discount to NAV.
Further realisations at NAV demonstrate it is the most appropriate valuation
for shares. The NAV at 31 March 2025 was 102.28 pence per share. The Company
has generated a NAV total return(1) for the period of 0.5% and total NAV
return since IPO(1) of 178.0%.
During the period, two disposal processes relating to underlying renewable
energy assets were completed, facilitating the repayment of £23.0 million
across three of the Company's loan positions.
Despite market challenges, the Company generated total income of £8.5 million
(31 March 2024: £19.9 million) and profit for the period of £0.4 million (31
March 2024: £9.9 million). The Company declared and paid dividends of £30.3
million (31 March 2024: £30.4 million) in line with the dividend target(2) of
7.0 pence per share set out for the year ending 30 September 2025.
The Board and Investment Adviser would like to thank shareholders for their
ongoing support of the Company.
1. APM - for definition and calculation methodology, refer to the APMs section
below.
2. The dividend target is a target only and not a profit forecast or estimate
and there can be no assurance that it will be met.
Investment objectives and KPIs
The Company primarily invests in UK infrastructure debt and/or similar assets
to meet the following key objectives:
Dividend income Diversification Capital preservation
To provide shareholders with regular, To invest in a diversified portfolio of debt and/or similar assets secured To preserve the capital value of its investments over the long term.
against UK infrastructure projects.
sustained, long‑term dividends.
Key performance indicators
The Company has set a dividend target(1) of 7.0 pence per share for the The investment portfolio is exposed to a The Company has generated total NAV return(5) for the period of 0.5% and
financial year ending 30 September 2025.
178.0% since the Company's IPO in 2010.
wide variety of assets in terms of project type and source of underlying cash
flow.
3.5p 48 102.28p
Dividends paid for the six month period ended Number of investments at 31 March 2025 NAV per share at 31 March 2025
31 March 2025
£0.4m 13.4%(3) 0.46%
Profit for the six month period ended 31 March 2025 Size of largest investment as a percentage of total assets Aggregate downward revaluations since IPO (annualised)(5)
ESG indicators
59% 41% 50%
Portfolio by value contributing to the green economy(2) Portfolio by value that benefits end users within society(4) Board gender and ethnic diversity(6)
Further information on Company performance can be found in the financial
review below.
1. The dividend target is a target only and not a profit forecast or estimate
and there can be no assurance that it will be met.
2. The Company has been awarded the LSE Green Economy Mark which recognises
London-listed companies generating more than half their revenues from green
environmental products and services.
3. The Cardale PFI loan is secured on a cross-collateralised basis against 18
separate operational PFI projects, with no exposure to any individual project
being in excess of 10% of the total portfolio (calculated by reference to the
percentage of total assets).
4. The Company's portfolio is 24% invested in PPP/PFI projects in the
healthcare, education, waste, housing, energy efficiency and justice sectors
and 14% in the supported living sectors which are measured in alignment with
the UN SDGs, and 3% of the portfolio is invested in PPP/PFI leisure projects.
5. APM - for definition and calculation methodology, refer to the APMs section
below.
6. The Board is composed of six Directors, including one Director from a
minority ethnic group and two female Directors.
Portfolio at a glance
The Company's portfolio comprises underlying assets located across the UK
which fall under the following classifications:
Number of
assets within Percentage
Sector sector of portfolio
Geothermal 1 project 1%
Solar 52,619 installations 26%
PPP/PFI 145 assets 27%
Supported living 911 units 14%
Hydro 14 schemes 2%
Gas peaking 2 plants 1%
Biomass 4 sites 11%
Electric vehicles 250 vehicles 1%
Wind 8 sites 10%
Anaerobic digestion 19 plants 7%
Senior ranking security
54%
Weighted average annualised yield(1)
8.0%
Average life
11 years
Partially inflation protected
49%
Principal value of portfolio
£932.7bn
1. APM - for definition and calculation methodology, refer to the APMs section
below.
Chairman's interim statement
I am pleased to present the half-yearly report for the Company for the period
ended 31 March 2025.
Andrew Didham
Chairman
Introduction
The Company's shares, alongside the wider alternative income listed sector,
continued to trade at a discount(1) to the Company's NAV per share during the
period. This continues to be a function of an elevated interest rate
environment, the macro-economic backdrop and continued outflows from
UK-focused equity funds. As a result, the Company's annual dividend target of
7.0 pence per ordinary share represents a yield of 9.8% on the share price at
31 March 2025. This is an attractive entry point for investors seeking a
stable and secure income underpinned by a mature, diverse and operational
portfolio of UK‑based infrastructure projects.
The Board and Investment Adviser remain committed to reducing the discount(1)
at which the shares trade. Over the last 18 months, the Company has
proactively explored consolidation opportunities, raised capital through
disposals of assets and applied this capital to reducing fund-level leverage
and returning capital to shareholders through buybacks. The current focus
remains on delivering the commitment to realise £150 million of disposals
for these purposes.
It is also important to recognise that the current period represents a time of
heightened uncertainty with tariffs threatening the established global trade
system, a reduction in the UK's growth expectations and several listed peers
seeking to execute on disposal programmes. These circumstances have
contributed to a delay in asset realisations.
Share price performance
The Board continues to closely monitor the Company's share price and NAV, and
actively engages with shareholders and potential investors to encourage demand
for the Company's shares. At 31 March 2025, the share price was 71.30
pence, representing a 9.6% decrease in share price from the financial year
end. Total shareholder return(1) for the period was -5.3% and total
shareholder return since IPO(1) in 2010 was 91.1%.
The Company's shares have traded at an average discount(1) to NAV of 30.4%
during the period and an average premium¹ of 2.6% since IPO. At 31 March
2025, the share price was 71.30 pence, representing a discount¹ to NAV of
30.3%. On 10 June 2025, this had tightened to 28.1%.
1. APM - for definition and calculation methodology, refer to the APMs section
below.
The Board and the Investment Adviser are focused on the Company's capital
allocation policy in order to demonstrate that NAV is the most appropriate
valuation for shares. The NAV at 31 March 2025 was 102.28 pence per share.
The Company has generated a NAV total return1 for the period of 0.5% and total
NAV return since IPO(1) of 178.0%.
Capital allocation
The Board adopted a disciplined capital allocation policy in the Company's
2023 annual report. The policy confirmed its intentions to prioritise a
material reduction in leverage and facilitate the return of at least £50
million of capital, whilst maintaining the dividend target.
In order to facilitate this capital allocation policy, the Investment
Adviser's focus has been on refinancing loans and disposing of investments
where appropriate to deliver the following outcomes:
· exit certain sectors, including materially exiting the supported
living sector;
· reduce exposure to merchant electricity prices; and
· re-focus the portfolio on debt.
During the period, in support of the capital allocation policy, two disposal
processes relating to underlying renewable energy assets were completed. These
facilitated the repayment of £23.0 million across three of the Company's loan
positions, two of which were realised as a result. The Investment Adviser is
actively working on a pipeline of disposals in sectors that meet the criteria
highlighted above.
Financing
The Company has a £150.0 million RCF with AIB (UK) Plc, Lloyds Bank Plc,
Clydesdale Bank Plc (trading as Virgin Money) and Mizuho Bank Limited. The
facility has a three year term expiring in March 2027.
During the period, £24.0 million of the RCF was repaid in line with the
Directors' stated aim of reducing leverage under the capital allocation
policy. At 31 March 2025, the Company had £41.0 million drawn under the RCF
(30 September 2024: £57.0 million).
The facility gives the Company access to flexible debt finance, which allows
it to take advantage of investment opportunities as they arise, and may also
be used to manage the Company's working capital requirements.
Financial update
The Company generated total income of £8.5 million (31 March 2024: £19.9
million) and profit for the period of £0.4 million (31 March 2024: £9.9
million). The Company declared and paid dividends of £30.3 million (31 March
2024: £30.4 million) in line with the dividend target(2) of 7.0 pence per
share set out for the year ending 30 September 2025.
The net assets of the Company decreased from £913.1 million (105.22 pence per
share) at 30 September 2024 to £871.7 million (102.28 pence per share) at
31 March 2025, reflecting repayments received and changes in the valuation
of the portfolio during the period. Further information on valuation movements
is given below.
Cash and cash equivalents marginally increased from £11.76 million at
30 September 2024 to £11.78 million at 31 March 2025.
1. APM - for definition and calculation methodology, refer to the APMs section
below.
2. The dividend target is a target only and not a profit forecast or estimate
and there can be no assurance that it will be met.
Dividends
The Company aims to provide shareholders with regular, sustained, long-term
dividends. For the period to 31 March 2025, the Company paid dividends of 3.5
pence per share.
The Board and Investment Adviser do not believe there have been any material
changes in the Company's ability to service sustained, long‑term dividends
since the assessment was carried out in 2021 which established a dividend
target(1) of 7.0 pence per share per annum.
The Company continues to assess dividend coverage by using several metrics,
most notably, loan interest accrued(2), which considers interest accruing to
the benefit of the Company during the relevant period. In the period to 31
March 2025, dividend cover using this metric, i.e. adjusted earnings cover(2),
was 0.9 times. Earnings cover under IFRS was 0.01 times.
Whilst the Company's primary focus is on the reallocation of capital, the
Board believes that reducing leverage and rebalancing the portfolio will
further support the Company's dividend target.
Investment and disposals
Consistent with the capital allocation policy, the Company made no new
investments during the period to 31 March 2025. The Company advanced £13.1
million to existing borrowers in line with existing contractual agreements.
In November 2024, the Company completed the disposal of a portfolio of rooftop
solar assets installed on domestic properties in the UK at the prevailing
valuation, generating proceeds of £6.8 million.
In January 2025, the Company completed the sale of its interests in two
operational onshore wind farms, with a combined generating capacity of 28MW.
The total consideration, including contingent amounts, represented
approximately 88% of the assets' valuations as reflected in the net asset
value at 30 September 2024.
The transaction generated initial cash proceeds of approximately £16.5
million, with an additional £1.3 million contingent consideration and £1.0
million in realised tax benefits. The assets were originally acquired in 2017
from funds managed by Platina Partners. The current realised IRR on the
investments is 9.7% excluding contingent amounts. Proceeds from the disposal
were deployed in line with the Company's capital allocation policy and
contributed towards its stated objective of returning at least £50 million to
shareholders through share buybacks.
At 10 June 2025, the Company's net debt position was £43.2 million.
Furthermore, the disposals have reduced the Company's exposure to equity-like
interests in the onshore wind sector, demonstrating progress against the key
objectives of the capital allocation policy.
The Investment Adviser is in discussions for the disposal of up to
£200 million of investments in line with the capital allocation policy.
Operational overview
The Company's investment portfolio performed well during the period.
The Company's focus on availability-based projects has meant the portfolio
has continued to generate predictable revenues despite the volatile economic
backdrop.
Power price volatility in the near-term forward curve remains a driver of
volatility in the Company's net asset value, mitigated by the Company's and
borrowers' hedging activity at a Company and asset level respectively. Since
2023, electricity prices have traded within a narrower range compared to the
extreme volatility observed in 2022. However, material differences remain
among long-term electricity price forecast providers. The Company's valuation
methodology continues to apply the average of the last four quarterly AFRY
curves, which remains at a level materially below those used by alternative
providers. Further details are provided below.
During the period, the Company revised the long-term availability assumptions
of a portfolio of biomethane to grid anaerobic digestion projects and a waste
wood power station. These projects are owned by the Company following
enforcement activity.
ESG
The Company's investments deliver products or services that have inherent
environmental and social benefits. For the year ended 30 September 2024(3),
the Company's renewables portfolio exported 1,320 GWh of green energy, which
is the equivalent power for 488,842 homes. The remainder of the portfolio
provided 1,649 hospital beds, 26,196 school places and 911 supported living
units for people with learning, physical or mental disabilities. Further
information can be found on page 31 of the Company's 2024 annual report.
1. The dividend target is a target only and not a profit forecast or estimate
and there can be no assurance that it will be met.
2. APM - for definition and calculation methodology, refer to the APMs section
below.
3. Data at 30 June 2024 to facilitate inclusion in the 2024 annual report.
The Investment Adviser seeks to measure, engage with and encourage
improvements in the governance of portfolio assets. Its focus on ESG aims to
reduce the risks of investment whilst supporting, and even increasing, the
returns available for shareholders.
The Board is committed to upholding best reporting practices on ESG matters,
including promoting transparency on the Company's ESG performance, and will
continue to publish further information in the Company's annual report for the
financial year ending 30 September 2025.
Risks
As part of the Company's semi-annual risk assessment, the Board reviewed the
principal risks and uncertainties detailed on pages 89 to 96 of the Company's
2024 annual report. The existing principal risks and uncertainties are
expected to remain relevant to the Company for the next six months of the
financial year.
The Board also concluded that, although the existing principal risks are
unchanged, the probability and impact of some have changed. Refer below
for further information.
Future market outlook
The Company remains committed to completing £150 million of disposals and
applying the proceeds in accordance with the published capital allocation
policy.
The evolution of the Company's activities beyond this point will depend on the
evolution of the share price discount(1) to NAV. The Company expects that,
when completed, the disposal and capital allocation programme may provide a
catalyst for a re-rating of the Company's shares. This should be supported by
the UK central bank further cutting interest rates over the remainder of 2025.
The Board remains committed to monitoring and responding to the Company's
rating, and taking such activities as it considers appropriate to reduce any
material share price discount(1) to net asset value. The Board and Investment
Adviser will continue to engage with the Company's shareholders through these
considerations, recognising that there is likely to be a divergence of opinion
amongst the Company's shareholder base.
The UK has set itself ambitious targets for new infrastructure development to
address the challenges of a growing and ageing population, decarbonisation,
energy security and digitalisation. Established support mechanisms such as the
contract‑for‑difference, alongside new mechanisms such as the hydrogen and
carbon removals business models are likely to generate investment
opportunities that will be relevant for the Company. The recent Planning and
Infrastructure Bill, the ongoing review of electricity market arrangements
("REMA"), Clean Power 2030 Action Plan and TM04+ grid connection reforms
propose various structural changes that seek to unlock projects and promote
investment. Refer below for further information. There is a need to take such
proposals and rapidly develop and implement the reforms, policies and detailed
guidance needed to give developers and funders alike the confidence to invest.
The Board
Ian Brown joined the Board on 13 February 2025 following regulatory and
shareholder approval. At the same time, Michael Gray, who served as the
Investment committee chair, retired from the Board following nine years of
service. The Board extends its gratitude for his significant contribution to
the Company. Alex Yew took over as chair of the Investment committee, with
effect from 13 February 2025. I would also like to extend a warm welcome to
Heather Bestwick who joined the Board as a non-executive Director, on 29 April
2025, bringing over 30 years of experience in the financial services sector.
She is an English solicitor and a qualified Cayman Islands attorney and notary
public. She has acted as an independent non-executive director of a number of
investment funds and corporate services providers since 2014.
Final thoughts
The persistent material share price discount to the Company's NAV per share
continues to represent an attractive proposition for incoming investors.
For existing investors, the Company and Investment Adviser remain committed
to taking actions needed to improve the Company's share price rating.
The Company is advised by an experienced team with a proven track record of
long‑term value creation for shareholders. It has a well-diversified
portfolio of assets that deliver products or services that are required for
the effective operation of the modern economy whilst generating positive
environmental and social impacts.
The Board and Investment Adviser are grateful to shareholders for their
ongoing support of the Company.
Andrew Didham
Chairman
11 June 2025
1. APM - for definition and calculation methodology, refer to the APMs below.
For more information, please refer to the Investment Adviser's report below.
Investment Adviser's report
The Company seeks to provide shareholders with long-term dividends and
preserve the capital value of its investments through exposure to a
diversified portfolio of UK infrastructure projects.
Investment objective and policy
Investment strategy
The Company's investment strategy is set out in its investment objective,
policy and strategy below. It should be considered in conjunction with the
Chairman's statement and the Investment Adviser's report, which provide an
in-depth review of the Company's performance and future strategy. Further
information on the business model and purpose is set out on pages 28 and 29 of
the Company's annual report and financial statements for the year ended 30
September 2024.
Investment objective
The Company's investment objective is to provide shareholders with regular,
sustained, long-term dividends and to preserve the capital value of its
investment assets over the long term.
Investment policy and strategy
The Company seeks to generate exposure to the debt of UK infrastructure
Project Companies, their owners or their lenders, and related and/or similar
assets which provide regular and predictable long-term cash flows.
Core projects
The Company will invest at least 75% of its total assets, directly or
indirectly, in investments with exposure to infrastructure projects with the
following characteristics (core projects):
· pre-determined, long-term, public sector backed revenues;
· no construction or property risks; and
· benefit from contracts where revenues are availability based.
In respect of such core projects, the Company focuses predominantly on taking
debt exposure (on a senior or subordinated basis) and may also obtain limited
exposure to shareholder interests.
Non-core projects
The Company may also invest up to an absolute maximum of 25% of its total
assets (at the time the relevant investment is made) in non-core projects,
taking exposure to projects that have not yet completed construction, projects
in the regulated utilities sector and projects with revenues that are entirely
demand based or private sector backed (to the extent that the Investment
Adviser considers that there is a reasonable level of certainty in relation to
the likely level of demand and/or the stability of the resulting revenue). At
31 March 2025, the Company's exposure to non-core projects was c.3% of the
portfolio by value.
There is no, and it is not anticipated that there will be any, outright
property exposure of the Company (except potentially as additional security).
Diversification
The Company will seek to maintain a diversified portfolio of investments and
manage its assets in a manner which is consistent with the objective of
spreading risk. No more than 10% in value of its total assets (at the time the
relevant investment is made) will consist of securities or loans relating to
any one individual infrastructure asset (having regard to risks relating to
any cross‑default or cross-collateralisation provisions). This objective is
subject to the Company having a sufficient level of investment capital from
time to time, the ability of the Company to invest its cash in suitable
investments and the investment restrictions in respect of 'outside scope'
projects described above.
It is the intention of the Directors that the assets of the Company are (as
far as is reasonable in the context of a UK infrastructure portfolio)
appropriately diversified by asset type (e.g. PFI healthcare, PFI education,
solar power, social housing, biomass etc.) and by revenue source (e.g. NHS
Trusts, local authorities, FiT, ROCs etc.).
Non-financial objectives of the Company
The key non-financial objectives of the Company are:
· to build and maintain strong relationships with all key
stakeholders of the Company, including (but not limited to) shareholders and
borrowers;
· to continue to focus on creating a long‑term, sustainable
business relevant to all stakeholders;
· to develop and increase the understanding of the investment
strategy of the Company and infrastructure as an investment class; and
· to focus on the long-term sustainability of the portfolio and make
a positive impact through contributing towards the generation of renewable
energy and financing infrastructure that is integral to society.
Key policies
Distribution
The Company seeks to provide its shareholders with regular, sustained,
long‑term dividend income.
The Company has authority to offer a scrip dividend alternative to
shareholders. The offer of a scrip dividend alternative was suspended at the
Board's discretion, for all dividends during the period, as a result of the
discount(1) between the likely scrip dividend reference price and the relevant
quarterly NAV per share of the Company. The Board intends to keep the payment
of future scrip dividends under review.
Leverage and gearing
The Company intends to make prudent use of leverage to finance the acquisition
of investments and enhance returns for shareholders. Structural gearing of
investments is permitted up to a maximum of 20% of the Company's NAV
immediately following drawdown of the relevant debt.
1. APM - for definition and calculation methodology, refer to the APMs section
below.
The Investment Adviser
Gravis Capital Management Limited is the appointed Investment Adviser and AIFM
to the Company.
The Investment Adviser has a long track record of working in the UK
infrastructure market, particularly with regard to debt advisory work, and has
established close relationships with key participants in the UK infrastructure
market, including equity investors and lenders. The senior management team at
Gravis has extensive specialist expertise and a demonstrable track record of
originating, structuring and managing infrastructure debt investments. Further
information can be found on pages 106 to 109 of the 2024 annual report.
The Investment Adviser is an independently managed business with ORIX
Corporation as its majority shareholder. ORIX Corporation is a global
financial services company based in Japan with assets under management of ¥74
trillion(1) globally.
UK infrastructure sector overview
Infrastructure plays a key role in supporting how the UK addresses society's
current challenges. The UK Government is seeking to support economic growth
through infrastructure investment across housing, transport, energy and the
digital economy. This supports the UK's industrial strategy, promoting the
onshoring of supply chains associated with designing, building, owning and
operating infrastructure.
The UK Infrastructure Bank has become the National Wealth Fund with an
expanded remit, and has made several investments across ports, energy, raw
materials and providing investment to local authority initiatives. GB Energy
has been established and will be headquartered in Aberdeen, with its future
role still to be confirmed in detail.
The recently published Planning and Infrastructure Bill 2025 seeks to reform
planning in England and Wales to 'get Britain building again', including
supporting the Government's target to build 1.5 million new homes and
fast-track planning decisions on 150 major infrastructure projects. The Clean
Power 2030 Action Plan, prepared by 'Mission Control' for the Government's
2030 low carbon electricity target, was also published in the period. This
sets out an ambitious plan that requires investment of £40 billion per annum
for the next six years, with the objective of reducing the emissions intensity
of the electricity grid to less than 50 gCO(2)/kWh as part of a plan that
would see up to 50 GW of offshore wind, 29 GW of solar energy and 27 GW of
battery energy storage capacity.
The TM04+ grid connection reforms were approved by Ofgem in April 2025,
updating the grid connection process from a first‑come, first-served model
to a 'ready and needed' model in which projects that are close to being ready
to build and are geographically favourable are provided with firm grid
connection arrangements. The UK Government has committed to updating the
market on its long-running review of electricity market arrangements, in which
locational pricing has been proposed, later this summer.
Overall, these reforms are needed, and subject to final decisions and
successful implementation, have the potential to support infrastructure
investment. However, uncertainty around market arrangements and legislative
processes and frameworks make investment more difficult, which in turn makes
ambitious targets unlikely to be achieved.
It has been positive to see that the first phase of projects in the UK's
carbon and hydrogen business model clusters have been announced at Teesside
and HyNet (Merseyside): a combination of the regulated asset base and
contract‑for‑difference models that have supported CO(2) transport and
storage infrastructure and the decarbonisation of large emitters respectively.
Similarly, the Silvertown Tunnel, the first new crossing of the River Thames
east of Tower Bridge since 1991, opened in April 2025.
Sector update:
Renewable energy
The Company's portfolio is 59% invested in the renewables sector, with a
valuation at the period end of £539.2 million.
The Company's largest exposure continues to be a diversified portfolio of
renewable energy projects. This includes several equity-like exposures
resulting from past enforcements. The Company's diversification across
intermittent and baseload technologies, as well as exposure to renewable
electricity and heat projects, mitigates technology-specific risks such as
price cannibalisation and weather conditions.
Overall, the period was disappointing from a wind and solar resource
availability perspective. Across the UK, wind resource was 2% lower than the
five year average, and solar irradiation was reduced by 5% compared to the
previous year. The Company's projects located in Northern Ireland also
suffered from grid constraint and curtailment, limiting the ability of such
projects to export electricity to the grid. Electricity prices remain
structurally higher than at the time of investment, positively supporting cash
generation in the underlying projects.
1. Data as at 31 March 2025.
The contract-for-difference continues to be the primary support mechanism for
UK renewables. In recent auction rounds, budgets have been made available for
onshore renewables including solar PV and onshore wind, and emerging
technologies such as floating offshore wind also receiving support. Offshore
wind continues to be the primary beneficiary of this regime.
It has been pleasing to see the development of the carbon removal and hydrogen
business models, in which the UK Government is supporting investment in
transport and storage infrastructure for hydrogen and CO(2) through regulated
asset base models and abatement (such as carbon capture) in emitters through
new contracts-for-difference linked to natural gas or voluntary carbon
markets. These mechanisms, if successful, have the potential to create
attractive investment opportunities for the Company's existing, and potential
new, projects in the future.
Sector update:
Supported living
The Company's portfolio is 14% invested in the supported living sector, with a
valuation at the period end of £123.2 million.
The Company was one of the first listed investment companies to invest in the
supported living sector. However, the Company stopped making new investments
in the sector in 2018 and has been actively reducing its exposure to the
sector since then. The Board's capital allocation policy adopted in the 2023
annual report and financial statements reconfirmed the Company's intention to
prioritise a material reduction in its exposure to the supported living sector
and the Company is actively working on a programme of disposals.
The Company has provided debt finance to entities that own and develop
properties which are leased under a long-term fully repairing and insuring
lease to Registered Providers ("RPs") who operate and manage the properties.
The RPs that have leased properties from the Company's borrowers have faced
continued challenges in respect of governance and financial viability by the
Regulator of Social Housing.
During the period, there have been positive developments with several
registered providers to which the Company's borrowers have leased properties.
My Space completed a CVA and rental payments have re-commenced on a
pass-through basis. Bespoke Supported Tenancies have completed a restructuring
of leases to align with income receipts and updated maintenance budgets, the
impact of which has been factored into the Company's valuation. The Company
expects further progress in the short term on initiatives to consolidate
registered providers, supporting the overall long-term viability of the
sector.
Sector update:
PPP/PFI
The Company's portfolio is 27% invested in the PPP/PFI sector, with a
valuation at the period end of £240.5 million.
There are very few primary investment opportunities remaining in the PPP/PFI
sector, as the UK Government has moved away from supporting investments that
use these models. At the time of the Company's IPO in 2010, the portfolio
comprised subordinated debt investments in projects procured under PPP models.
These projects remain a core part of the portfolio. While the Investment
Adviser continues to review secondary opportunities when presented, they are
typically small in scale and subject to competitive bidding processes. There
is the potential that a PPP/PFI type model is re-introduced by the UK
Government to support the procurement of private sector finance for social
infrastructure and the Company will closely monitor any developments on this
front.
The Investment Adviser continues to actively review alternative funding
models, including the mutual investment model, licence‑based models such as
the regulated asset base approach and direct procurement for customers in the
water sector, or offshore or onshore transmission licensing frameworks.
Macro-economic update
Market update
The period has been dominated by uncertainty generated by the newly appointed
US Administration, particularly through the proposed introduction of material
tariffs on trade and risks of a resulting trade war between the world's
largest economies. Whilst the Company's portfolio remains defensive in the
context of such risks, the proposals have the potential to be sufficiently
far-reaching that no investor or asset class is unaffected. The Company and
Investment Adviser continue to closely monitor the evolution of such policies
to assess potential impacts on the Company's investment portfolio and
shareholders.
UK inflation has fallen since its peak and has stabilised, albeit still at a
level above the Bank of England's targets. Further interest rate cuts are
expected in 2025 that will make the Company's investments and dividend
yield(1) look more attractive on a relative basis.
The UK's economic growth prospects continue to look weak, with the Autumn
Budget raising taxes on labour and relying on growth creation through
investment to sustain a level of fiscal headroom that looks increasingly slim.
UK-focused funds have experienced more outflows than any other investment
sector since 2021, with Calastone estimating that £10 billion was withdrawn
from UK equity funds during 2024(2). Similarly, funds with a responsible
investment objective saw outflows of £7 billion over 2023 and 2024. A general
shift from actively managed strategies to index-tracker/ETF structures has
also been a powerful theme. All of these dynamics are relevant for certain
shareholders and have contributed to the reduction in demand for the Company's
shares.
1. APM - for definition and calculation methodology, refer to the APMs section
below.
2. Source: Calastone Fund Flows data;
https://www.calastone.com/insights/equity-funds-enjoyed-record-inflows-of-27bn-in-2024-shrugging-off-warning-signals-from-the-bond-markets/.
Key valuation assumptions
The table below summarises the key assumptions used to forecast cash flows
from renewable assets the Company has invested in, and the range of
assumptions the Investment Adviser observes in the market.
The Investment Adviser does not consider that such differences in assumptions
are compensated for in the market by applying a higher or lower discount rate
to recognise the increased or decreased risks respectively of a valuation,
resulting in potential material valuation differences. This is shown in the
sensitivity of the Company's NAV to a variation of such assumptions in the
table, on a pence per share basis.
Assumption Company approach Lower valuations Company valuation Higher valuations
sensitivity (pps)
Electricity price forecasts Futures (three years) AFRY Q1 Low-Central 2025 (2.57) 3.14 Aurora Q1 2025
and AFRY four quarter average long term. Electricity Generator
Levy applied to 31 March 2028
Capture prices (wind, solar) Asset-specific curve applied to each project Higher capture prices (0.29) 2.45 No capture prices
Asset life Lesser of planning, lease, technical life (20‑25 years) Contractual limitations - 2.63 Asset life of 40 years (solar) and 30 years (wind)
Corporation tax Long-term corporation Long-term corporation tax assumption of 25% - 0.63 Short-term corporation tax assumption of 25% then 19% thereafter
tax assumption of 25%
Indexation OBR short term, 2.5% OBR short term, 2.5% RPI and 2.0% CPI long term - 0.36 0.5% increase to inflation forecasts
RPI and 2.0% CPI long term
Investment and portfolio review
Portfolio summary
At the period end, the Company held exposure to 48 investments with a total
valuation of £902.9 million. Approximately 1% of the portfolio was exposed to
assets in their construction phase.
Portfolio by sector type
PPP/PFI 27%
Healthcare 10%
Education 6%
Waste (PPP) 4%
Leisure 3%
Housing (PPP) 2%
Energy efficiency 1%
Justice 1%
Renewables 59%
Solar (commercial) 15%
Solar (rooftop) 11%
Biomass 11%
Wind (onshore) 10%
Anaerobic digestion 7%
Hydro 2%
Geothermal 1%
Gas peaking 1%
Electric vehicles 1%
SL 14%
Supported living 14%
Portfolio by income type
PPP/PFI 27%
Unitary charge 22%
Gate fee (contracted) 2%
Electricity (fixed/floor) 1%
Lease income 1%
ROC 1%
Renewables 59%
ROC 20%
Electricity (merchant) 16%
FiT 15%
Electricity (fixed/floor) 3%
RHI 2%
Embedded benefits 1%
Gas (merchant) 1%
Pay per mile 1%
SL 14%
Lease income 14%
Portfolio by annualised yield(1)
>10% 4%
8-10% 32%
<8% 64%
Portfolio by average life (years)
>20 15%
10-20 11%
<10 74%
Portfolio by investment type
Equity 5%
Senior 54%
Subordinated 41%
1. APM - for definition and calculation methodology, refer to the APMs section
below.
Top ten investments
Key
1. Project type
2. % of total portfolio
3. Cash flow type
1 Cardale PFI Investments(1)
1. PPP/PFI
2. 13.6%
3. Unitary charge
2 Gravis Solar 1
1. Commercial solar
2. 9.5%
3. ROC/PPA/FiT
3 GCP Programme Funding S14
1. Biomass
2. 5.8%
3. ROC/RHI/Merchant
4 GCP Bridge Holdings(2)
1. Various
2. 5.1%
3. ROC/Lease/PPA
5 GCP Biomass 2
1. Biomass
2. 5.0%
3. ROC/PPA
6 GCP Programme Funding S10
1. Anaerobic digestion
2. 5.0%
3. ROC/RHI
7 GCP Social Housing 1 Ltd B Notes
1. Supported living
2. 4.1%
3. Lease
8 Gravis Asset Holdings H
1. Onshore wind
2. 4.1%
3. ROC/PPA
9 GCP Green Energy 1
1. Commercial solar/Onshore wind
2. 3.8%
3. ROC/PPA
10 GCP Rooftop Solar Finance Plc
1. Onshore wind
2. 3.8%
3. ROC/PPA
Top ten revenue counterparties % of total portfolio
Ecotricity Limited 9.4%
Npower Limited 7.3%
Viridian Energy Supply Limited 7.2%
Statkraft Markets GmbH 5.9%
Bespoke Supportive Tenancies Limited 5.1%
Office of Gas and Electricity Markets 4.7%
Smartestenergy Limited 4.5%
Good Energy Limited 4.5%
Gloucestershire County Council 4.2%
ENGIE Power Limited 4.0%
Top ten project service providers % of total portfolio
WPO UK Services Limited 20%
PSH Operations Limited 13%
Solar Maintenance Services Limited 10%
A Shade Greener Maintenance Limited 9%
Vestas Celtic Wind Technology Limited 8%
Veolia ES (UK) Limited 5%
Cobalt Energy Limited 5%
Urbaser Limited 4%
Gloucestershire County Council 4%
2G Energy Limited 4%
1. Cardale PFI Investments is secured on a cross-collateralised basis against
18 separate operational PFI projects.
2. GCP Bridge Holdings is secured against a portfolio of six infrastructure
investments in the renewable energy and PPP sectors.
Investments and repayments
During the period, the Company made 17 advances totalling £13.1 million under
existing contractual obligations, £10 million of which was in relation to
capitalised interest. No new investments were made during the period, in line
with the Board's stated capital allocation policy. The Company received 32
repayments totalling £44.4 million, 29 of which were scheduled repayments and
two were disposal processes relating to underlying renewable energy assets.
Post period end, the Company made further advances, pursuant to existing
contractual obligations, of £1.8 million and received scheduled repayments of
£1.9 million and unscheduled repayments of £1.3 million, giving a net
repayment position of £1.4 million. A detailed breakdown of the movements in
the valuation of the investment portfolio is provided below.
Investment analysis for the period
Investments and repayments £m
New investments -
Further advances 13.1
Scheduled repayments (21.4)
Unscheduled repayments (23.0)
Net investment/(repayment) (31.3)
Sector analysis Investments £m Repayments £m
Anaerobic digestion 2.6 (0.6)
Biomass - (0.8)
Hydro - (0.8)
Onshore wind - (24.0)
Commercial solar - (8.6)
Rooftop solar - (3.1)
PPP/PFI 5.0 (3.9)
Supported living 2.5 (1.9)
Geothermal 0.1 -
Flexible generation 0.5 -
Electric vehicles - (0.7)
EV charging 0.8 -
Agriculture/ Resource use 1.6 -
Investments and repayments post period end £m
New investments -
Further advances 1,8
Scheduled repayments (1.9)
Unscheduled repayments (1.3)
Net investment/(repayment) (1.4)
Sector analysis post period end Investments £m Repayments £m
Anaerobic digestion - 1.3
Biomass - -
Hydro - 1.0
Onshore wind - -
Commercial solar - 0.5
Rooftop solar 0.1 -
PPP/PFI - 0.4
Supported living - -
Geothermal - -
Flexible generation 1.7 -
Electric vehicles - -
EV charging - -
Agriculture/ Resource use - -
Pipeline of investment opportunities
The Company's focus this period has been on executing its capital allocation
policy; however, it continues to engage with market participants to stay
informed of transaction activity and potential investment opportunities across
existing sectors and emerging technologies. With the current elevated Bank of
England base rate, the cost of debt from banks, offered at a margin over
SONIA, is higher than it has been historically, which means the Company is
more competitive than it would be in a low‑rate environment.
Current market opportunities offer the potential to reinvest at a lower
risk‑adjusted return, or to seek out significantly higher returns. The
Company also has potential follow‑on investment opportunities in the
existing portfolio, benefiting from the known credit of existing
counterparties.
Portfolio sensitivities
This section details the sensitivity of the value of the investment portfolio
to a number of risk factors to which it is exposed. A summary of the overall
investment portfolio risks, and the Investment Adviser's approach to risk, can
be found on pages 34 to 36 of the Company's annual report and financial
statements for the year ended 30 September 2024.
Electricity prices
A number of the Company's investments rely on market electricity prices for a
component of their revenues. Changes in electricity prices impact a borrower's
ability to service debt or, in cases where the Company has stepped into
projects and/or has direct exposure through its investment structure, impact
overall returns.
The Company seeks to mitigate this exposure to market electricity prices in
the short to medium term by selling power to users under power price
agreements that do not vary with market prices. The Investment Adviser
continues to review opportunities to hedge electricity market prices to lock
in attractive price levels relative to the original investment projection and
to mitigate volatility in NAV.
The table below shows the forecast impact on the portfolio of a given
percentage change in electricity prices over the full life of the forecast
period to the maturity of the hedge, the impact on hedging arrangements and
the subsequent net impact on a pence per share basis. Further information on
the Company's hedging arrangements is detailed in note 10 to the financial
statements.
Sensitivity applied to base case
electricity price forecast assumption (10%) (5%) 0% 5% 10%
Portfolio sensitivity (pence per share) (4.68) (2.48) - 2.12 4.25
Hedge sensitivity (pence per share) 0.01 0.01 - (0.01) (0.01)
Net sensitivity (pence per share) (4.66) (2.48) - 2.12 4.23
Inflation
Just under half (49%) of the Company's investments by portfolio value have
some form of inflation protection. This is structured as a direct link between
the return and realised inflation (relevant to the supported living assets and
certain renewables) and/or a principal indexation mechanism which increases
the principal value of the Company's loans outstanding by a share of realised
inflation over a pre‑determined strike level (typically 2.75% to 3.00%).
The table below summarises the change in interest accruals and potential NAV
impact associated with a movement in inflation.
Sensitivity applied to base case inflation forecast assumption (2.0%) (1.5%) (1.0%) (0.5%) 0.0% 0.5% 1.0% 1.5% 2.0%
NAV impact (pence per share) (7.24) (5.50) (3.74) (1.84) - 2.21 4.61 7.14 9.83
Portfolio performance update
The weighted average discount rate used across the Company's portfolio at 31
March 2025 was 8.36% (30 September 2024: 7.95%). At the period end, c.1% (30
September 2024: c.1%) of the Company's portfolio was exposed to assets at the
construction stage of development.
Electricity prices, while still above pre-2022 levels, continued to stabilise
in 2025 following the sharp volatility seen during the energy crisis.
This has supported solid cash generation across the Company's portfolio,
particularly when compared to assumptions in the original investment case.
However, both short-term and long-term prices have declined further in recent
periods. The Company continues to manage this proactively by securing fixed
prices through power purchase agreements and maintaining a disciplined hedging
strategy where appropriate.
The performance of the assets and the valuation metrics adopted by the Company
and validated by the independent Valuation Agent support the Company's NAV.
This is demonstrated by the Company's disposals completed to date, which on a
weighted average basis have been completed in line with the prevailing NAV.
ROCs have been revoked by Ofgem on three projects in the portfolio. The
Company has made a claim in connection with its rights under the original
investment documentation in respect of the losses incurred because of the
revocations. The Investment Adviser remains confident that it will be able to
either solely or cumulatively: (i) address Ofgem's queries to prevent or
mitigate negative impacts on a further four assets under audit; (ii)
successfully challenge any adverse decisions by Ofgem on other assets under
audit; or (iii) recover losses it incurs from third parties in relation to a
breach of investment documentation across all affected assets.
Inflation, which remained elevated throughout much of last year, continued to
fall in 2025 and is now closer to the Bank of England's target rate. While
this has not impacted operational performance, the sustained decline in
inflation has led to lower forecast cash flows from the Company's loans,
resulting in a corresponding reduction in their valuation.
Valuation impact attribution
The specific factors that have impacted the valuation in the reporting period
are summarised in the table below.
Impact Impact
Driver Description (£m) (pps)
Inflation forecast Inflation movements in the period 6.9 0.81
O&M budget update Revised operating budget reflecting improved forecast cash flows 3.1 0.36
Other upward movements Other upward movements across the portfolio 5.1 0.60
Total upward valuation movements 15.1 1.77
Asset-specific revaluations Revised long-term availability forecast for a gas-to-grid anaerobic digestion (24.5) (2.87)
portfolio
Actuals performance Impact of renewables actual generation lower than forecast (12.7) (1.49)
Discount rates Increase in discount rates across the portfolio (3.5) (0.41)
Total downward valuation movements (40.7) (4.77)
Interest receipts Net valuation movements attributable to the timing of debt service payments 2.1 0.25
between periods
Net realised losses Net loss on disposal of underlying assets (2.3) (0.27)
Total other valuation movements (0.2) (0.02)
Total net valuation movements before hedging (25.8) (3.02)
Commodity swap - unrealised(1) Derivative financial instrument entered into for the purpose of 0.1 0.01
hedging electricity price movements
Commodity swap - realised(1) (0.3) (0.04)
Total net valuation movements after hedging (26.0) (3.05)
1. The derivative financial instrument was utilised to mitigate volatility in
electricity price movements; refer to notes 10 and 13 for further details.
Interest capitalised
During the period, £36.5 million (31 March 2024: £41.3 million) of loan
interest accrued(1) was generated on the underlying investment portfolio for
the benefit of the Company. During the period, £34.4 million (31 March 2024:
£45.0 million) was received in cash or capitalised interest.
The capitalisation of interest occurs for three reasons:
1. Where interest has been paid to the Company late (often as a result of
moving cash through the Company and borrower corporate structures), a
capitalisation automatically occurs from an accounting point of view.
2. On a scheduled basis, where a loan has been designed to contain an element
of capitalisation of interest due to the nature of the underlying cash flows.
Examples include projects in construction that are not generating operational
cash flows, or subordinated loans where the bulk of subordinated cash flows
are towards the end of the assumed life of a project, after the repayment of
senior loans. Planning future capital investment commitments in this way is an
effective way of reinvesting repayments received from the portfolio back into
other portfolio projects.
3. Loans are not performing in line with the financial model, resulting in:
(i) lock-up of cash flows to investors who are junior to senior lenders; and
(ii) cash generation is not sufficient to service debt.
The table below shows a breakdown of interest capitalised during the period
and amounts paid as part of final repayment or disposal proceeds:
31 March 31 March 31 March 31 March
2025 2025 2024 2024
£'000 £'000 £'000 £'000
Loan interest received 24,369 32,622
Capitalised amounts settled as part of disposal proceeds 2,850 -
Capitalised (planned) 7,187 7,199
Capitalised (unscheduled) 2,796 5,140
Loan interest capitalised 9,983 12,339
Capitalised amounts subsequently settled as part of repayments (4,924) 4,924 (4,910) 4,910
Adjusted loan interest capitalised(1) 5,059 7,429
Adjusted loan interest received(1) 32,143 37,532
The table below illustrates the forecast component of interest capitalised
that is planned and unscheduled.
The Investment Adviser and the independent Valuation Agent review any
capitalisation of interest and associated increase to borrowings to confirm
that such an increase in debt, and the associated cost of interest, can
ultimately be serviced over the life of the asset. To the extent an increase
in loan balance is not serviceable, a downward revaluation is recognised,
notwithstanding that such amount remains due and payable by the underlying
borrower and where capitalisation has not been scheduled, it will attract
default interest payable.
30 September
% of total interest 2024 2025 2026 2027 2028 2029
Capitalised (planned) 19% 8% 9% 9% 11% 13%
Capitalised (unscheduled) 9% 5% - - - -
1. APM - for definition and calculation methodology, refer to the APMs section
below.
Risks and viability
In the period, two of the principal risks included in the Company's 2024
annual report and financial statements have seen their residual risk increase,
and three have seen their residual risk decrease, with all other principal
risks remaining stable.
Category 1: Execution risk
Risk Impact How the risk is managed Change in residual risk over the period
2 Availability of suitable investments and reinvestment risk If the Company cannot invest capital The Investment Adviser is constantly engaging with the market, seeking new Decreased Notwithstanding
deals, and building a specifically identified investment pipeline before the
in suitable assets in a timely and appropriate manner, the Company seeks to raise additional capital in order to ensure that it is the current capital allocation policy, the Investment Adviser continues to
deployed in a timely fashion. Consideration is also given to any scheduled explore future investment opportunities.
There is no guarantee that the Company will be able to identify suitable uninvested cash balance will have a negative impact on the Company's returns. capital repayments.
investments with risk If the only available investments with an appropriate risk profile yield
and return characteristics that lower rates of return than have
fit within the investment strategy of the Company. Where suitable investments historically been achievable, the Company's overall returns may
can be identified,
be adversely affected.
the Company may face competition in closing a transaction. This is a risk when
raising capital and Furthermore,
reinvesting capital repaid to the Company under existing loan agreements. if loans are prepaid earlier than expected, the repayment of capital is
accelerated, leading to
a potential cash drag. Ultimately,
Link to strategy: 1, 2, 3
this risks the sustainability of the dividend.
Category 2: Portfolio risk
Risk Impact How the risk is managed Change in residual risk over the period
4 Changes in laws, regulations and/or UK Government policy, or the action of Potential adverse effect on the performance of the Company's investment Any changes in laws, regulations and/or policy, or the application thereof, Decreased
regulators impacting investments portfolio and the are monitored by the Board on an ongoing basis.
Previously disclosed litigation and regulatory proceedings regarding a number
returns generated by the of solar assets have continued to progress during the period. Further
information is included above.
Changes in laws, regulations and/or UK Government policy, Company. The Investment Adviser
in particular those relating to the PPP/PFI and renewable energy markets, may engages with industry bodies
have an adverse effect on the Company.
Price capping or other intervention in the energy market may impact returns. to understand and influence Government policy options.
Regulatory action, in particular relating to licensing or qualification for
support regimes, may impact revenue streams. Reduced support for private Given the UK Government's reliance on private capital for, inter alia, the
funding of new social and economic infrastructure and renewable energy
sector finance of infrastructure and/or a material change in the approach to projects, it is the view of the Investment Adviser and the Board that, despite
infrastructure potential short-term intervention in the energy market, the risk of any future
Link to strategy: 1, 2, 3
significant changes in policy is low and is more likely to have a prospective
delivery (such as nationalisation) represent risks to the Company's ability to impact rather than a retrospective effect.
reinvest capital.
Category 2: Portfolio risk
Risk Impact How the risk is managed Change in residual risk over the period
5 Performance of, and reliance on, subcontractors If a key subcontractor was to be replaced due to the insolvency of that The competence and financial strength of subcontractors, as Decreased
subcontractor or for any other reason, the replacement subcontractor may
The performance of the Company's investments is typically, to a considerable charge a well as the terms and feasibility During the period, there have been positive developments with several
degree, dependent on the performance of subcontractors, most notably
registered providers to which the Company's borrowers have leased properties.
facilities higher price for the relevant services than previously paid. of their engagements, are a
managers and operations and maintenance subcontractors. key focus of investment due diligence. The Board and the Investment Adviser
monitor The Company expects further progress in the short term on initiatives to
The resulting increase in costs
consolidate registered providers,
the Company's exposure to any given subcontractor and ensure that the risk of
The Company is heavily reliant may result in the Company receiving lower interest and principal payments than
supporting the overall long-term viability of the sectors.
envisaged. underperformance is mitigated through diversification.
on subcontractors to carry out their obligations in accordance with the terms
of their appointment and to exercise due skill and care.
Link to strategy: 1, 2
Category 2: Portfolio risk
Risk Impact How the risk is managed Change in residual risk over the period
10 Geopolitical Impacts on supply chains, Regular engagement with the public sector through the Investment Adviser. The Increased
Investment Adviser conducts quarterly reviews on important and/or emerging
Risk of a sustained shift in the geopolitical environment. For instance, inflation, interest rates, and topics for the Board's consideration. The global landscape remains complex, with the war in Ukraine continuing and
international conflict, a winding back of globalisation, trade wars and the
persistent tensions in parts of the Middle East. However, the situation has
desire to be more self-sufficient in energy, adverse exchange rate Monitoring of key emerging shown signs
and increased migrant flows. movements. Potential volatility on long-term power prices affecting issues is undertaken by the Directors on an ongoing basis. of stabilisation. In the UK, the Government has made
the Company's exposure to shareholder interests. Increase in the volume of tangible progress on its clean energy strategy, as outlined in the Autumn
capital flowing into infrastructure and renewable projects, creating downward Budget. Increased investment in renewables and improved energy security have
Link to strategy: 1, 2, 3 pressure on yields and difficulty in sourcing investments within the required begun to yield positive results,
risk-return parameters of the Company's investment
contributing to greater economic resilience.
strategy. Potential for increased uncertainty around investment valuations if
Government subsidy
or support is unpredictable. However, the new US Administration has pursued an aggressive trade policy that
will impact global inflation and interest rates and disrupt supply chains.
Global growth will slow down and the UK will not be immune from the effects.
Uncertainty will remain for some time.
Category 2: Portfolio risk
Risk Impact How the risk is managed Change in residual risk over the period
12 Strategic positioning Implementation of the wrong strategy or poor execution of it The Board is prioritising the allocation of capital to pay Increased
The Company's shares are trading at a persistent discount(1) to NAV. In this will damage sentiment in the down the balance drawn under The Board and the Investment Adviser are working closely to address the
environment,
discount¹ at which the shares trade through the execution of the capital
Company, exacerbating the discount(1). its RCF alongside the buyback allocation policy. However, the asset disposal programme is taking longer than
there is a strong argument to prioritise de-levering and buying back shares
envisaged.
over making any new investments. The Board has to determine the right balance of shares. Select sales of
and set the strategy accordingly. Shareholders may disagree with the strategy,
or it may not work portfolio assets are also under consideration. At the same time, the
Investment Adviser
as intended.
continues to develop a pipeline
of new investment opportunities and is considering the refinance of existing
Link to strategy: 1, 2, 3 positions to improve returns and/or reduce risk, whilst acknowledging the
current high hurdle for new investment.
Key to strategy references
1 - Dividend income
2 - Diversification
3 - Capital preservation
1. APM - for definition and calculation methodology, refer to the APMs section
below.
Financial review
During the period, the Company generated income of £8.5 million and a profit
of £0.4 million. The Company's total shareholder return(1) was -5.3% and
total NAV return(1) was 0.5%.
Financial performance
During the period, the Company generated operating income of £8.5 million (31
March 2024: £19.9 million), including loan interest income of £34.4 million
and net valuation losses on investments of £25.8 million (31 March 2024:
loan interest income of £45.0 million and net valuation losses on investments
of £26.0 million).
Net losses on derivative financial instruments at period end were
£0.2 million (31 March 2024: profit of £0.7 million).
Administration costs of £5.7 million (31 March 2024: £5.6 million) were
incurred during the period; these include the Investment Adviser's fee, the
Directors' fees and other third party service provider fees. These, and other
operating costs, have remained broadly in line with the previous period.
Finance costs have reduced to £2.4 million from £4.4 million, reflecting
lower amounts drawn compared to the prior period.
Total profit generated for the period was £0.4 million (31 March 2024: £9.9
million). The decrease from the prior period primarily reflects a reduction in
loan interest received from solar assets that experienced lower generation due
to irradiance levels, lower prevailing power prices, and increased capital and
other expenditure.
Cash generation
The Company received loan principal repayments of £44.4 million and made cash
advances totalling £3.1 million in the period (31 March 2024: £19.5 million
in principal repayments and cash advances totalling £nil million).
Furthermore, the Company made net repayments of £16.0 million on its RCF.
Loan interest receipts of £24.4 million were used to pay cash dividends of
£30.3 million (31 March 2024: £32.6 million and £30.4 million
respectively). The Company aims to manage its cash position effectively by
minimising cash balances while maintaining financial flexibility.
The Directors have assessed the Company's cash resources and availability of
funding as part of the going concern assessment. The Company held cash
balances of £11.8 million at the period end and does not expect the level of
annual expense to increase materially. The Directors and the Investment
Adviser believe that scheduled loan interest receipts, repayments and the
Company's RCF will provide sufficient liquidity for the Company.
Dividends
The Company paid dividends of 3.5 pence per share in respect of the six months
to 31 March 2025. This is in line with the dividend target(1) set out for the
year ending 30 September 2025 of 7.0 pence per share. On an annualised basis,
this represents a yield of 9.8% against the share price at 31 March 2025.
Share price performance
The Company's total shareholder return(2) was -5.3% for the period and 91.1%
since the Company's IPO in 2010. The Company has continued to experience
weakness in its share price in line with similar investment companies. The
shares have traded at an average discount(2) to NAV of 30.4% over the period
and an average premium(2) of 2.6% since IPO. The share price at the period
end was 71.30 pence per share, which represents a discount(2) to NAV of
30.3%.
Revolving credit facility
At 31 March 2025, £41.0 million of the £150.0 million RCF was drawn. During
the period, net amounts of £16.0 million were repaid in line with the
Directors stated aim of reducing leverage under the capital allocation policy.
Further details on the Company's RCF can be found in notes 8 and 13.
1. The dividend target is a target only and not a profit forecast or estimate
and there can be no assurance that it will be met.
2. APM - for definition and calculation methodology, refer to the APMs section
below.
Statement of Directors' responsibilities
Under the terms of the DTRs of the FCA, the Directors are responsible for
preparing the half-yearly report and unaudited interim condensed financial
statements in accordance with applicable regulations.
The Directors confirm to the best of their knowledge that:
· the unaudited interim condensed set of financial statements has
been prepared in accordance with IAS 34 Interim Financial Reporting as adopted
by the EU;
· the Chairman's interim statement and the Investment Adviser's
report constitute the Company's interim management report, which include a
fair review of the information required by DTR 4.2.7R (indication of important
events during the first six months and description of principal risks and
uncertainties for the remaining six months of the year); and
· 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).
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company's website.
Legislation in Jersey governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
On behalf of the Board
Andrew Didham
Chairman
11 June 2025
Independent review report
To GCP Infrastructure Investments Limited
Conclusion
We have been engaged by GCP Infrastructure Investments Limited (the "Company")
to review the unaudited interim condensed set of financial statements in the
half-yearly financial report for the six months ended 31 March 2025 of the
Company, which comprises the statement of financial position, the statement of
comprehensive income, the statement of changes in equity, the statement of
cash flows and the related explanatory notes.
Based on our review, nothing has come to our attention that causes us to
believe that the unaudited interim condensed set of financial statements in
the half‑yearly financial report for the six months ended 31 March 2025 is
not prepared, in all material respects, in accordance with IAS 34 Interim
Financial Reporting as adopted by the EU and the Disclosure Guidance and
Transparency Rules ("the DTR") of the UK's Financial Conduct Authority ("the
UK FCA").
Scope of review
We conducted our review in accordance with International Standard on Review
Engagements (UK) 2410 Review of Interim Financial Information Performed by the
Independent Auditor of the Entity ("ISRE (UK) 2410") issued by the Financial
Reporting Council for use in the UK. A review of interim financial information
consists of making enquiries, primarily of persons responsible for financial
and accounting matters, and applying analytical and other review procedures.
We read the other information contained in the half-yearly financial report
and consider whether it contains any apparent misstatements or material
inconsistencies with the information in the unaudited interim condensed set of
financial statements.
A review is substantially less in scope than an audit conducted in accordance
with International Standards on Auditing (UK) and consequently does not enable
us to obtain assurance that we would become aware of all significant matters
that might be identified in an audit. Accordingly, we do not express an audit
opinion.
Conclusions relating to going concern
Based on our review procedures, which are less extensive than those performed
in an audit as described in the Scope of review section of this report,
nothing has come to our attention to suggest that the directors have
inappropriately adopted the going concern basis of accounting or that the
directors have identified material uncertainties relating to going concern
that are not appropriately disclosed.
This conclusion is based on the review procedures performed in accordance with
ISRE (UK) 2410. However, future events or conditions may cause the the Company
to cease to continue as a going concern, and the above conclusions are not a
guarantee that the the Company will continue in operation.
Directors' responsibilities
The half-yearly financial report is the responsibility of, and has been
approved by, the directors. The directors are responsible for preparing the
interim financial report in accordance with the DTR of the UK FCA.
As disclosed in note 2, the annual financial statements of the Company are
prepared in accordance with International Financial Reporting Standards as
adopted by the EU. The directors are responsible for preparing the unaudited
interim condensed set of financial statements included in the half-yearly
financial report in accordance with IAS 34 Interim Financial Reporting as
adopted by the EU.
In preparing the half-yearly financial report, the directors are responsible
for assessing the Company's ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless they either intend to liquidate the
Company or to cease operations, or have no realistic alternative but to do so.
Our responsibility
Our responsibility is to express to the Company a conclusion on the unaudited
interim condensed set of financial statements in the half-yearly financial
report based on our review. Our conclusion, including our conclusions relating
to going concern, are based on procedures that are less extensive than audit
procedures, as described in the scope of review paragraph of this report.
The purpose of our review work and to whom we owe our responsibilities
This report is made solely to the Company in accordance with the terms of our
engagement letter to assist the Company in meeting the requirements of the DTR
of the UK FCA. Our review has been undertaken so that we might state to the
Company those matters we are required to state to it in this report and for no
other purpose. To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the Company for our review work,
for this report, or for the conclusions we have reached.
Andrew Quinn
For and on behalf of KPMG Channel Islands Limited
Chartered Accountants and Recognised Auditors
Jersey
11 June 2025
Unaudited interim condensed statement of comprehensive income
For the period 1 October 2024 to 31 March 2025
Notes Period ended Period ended
31 March 31 March
2025 2024
£'000 £'000
Income
Net gains on financial assets at fair value through profit or loss 3 8,542 18,971
Net (losses)/gains on derivative financial instruments at fair value through 3 (183) 709
profit or loss
Other income 3 166 240
Total income 8,525 19,920
Expense
Investment advisory fees 12 (4,002) (4,191)
Operating expenses (1,709) (1,449)
Total expenses (5,711) (5,640)
Total operating profit before finance costs 2,814 14,280
Finance costs (2,426) (4,351)
Total profit and comprehensive income for the period 388 9,929
Basic and diluted earnings per share (pence) 6 0.04 1.14
All of the Company's results are derived from continuing operations.
The accompanying notes below form an integral part of the financial
statements.
Unaudited interim condensed statement of financial position
As at 31 March 2025
(Audited)
As at As at
31 March 30 September
2025 2024
Notes £'000 £'000
Assets
Cash and cash equivalents 11,782 11,755
Other receivables and prepayments 153 137
Financial assets at fair value through profit or loss 11 902,859 960,023
Total assets 914,794 971,915
Liabilities
Other payables and accrued expenses 7 (3,013) (2,885)
Interest bearing loans and borrowings 8 (40,044) (55,790)
Derivative financial instruments at fair value through profit or loss 10 (19) (110)
Total liabilities (43,076) (58,785)
Net assets 871,718 913,130
Equity
Share capital 9 8,523 8,678
Share premium 9 847,606 858,965
Capital redemption reserve 101 101
Retained earnings 15,488 45,386
Total equity 871,718 913,130
Ordinary shares in issue (excluding treasury shares) 852,272,557 867,812,650
NAV per ordinary share (pence per share) 102.28 105.22
Signed and authorised for issue on behalf of the Board of Directors.
Andrew Didham
Chairman
11 June 2025
Steven Wilderspin
Director
11 June 2025
The accompanying notes below form an integral part of the financial
statements.
Unaudited interim condensed statement of changes in equity
For the period 1 October 2024 to 31 March 2025
Capital
Share Share redemption Retained Total
capital premium(1) reserve earnings equity
Notes £'000 £'000 £'000 £'000 £'000
At 1 October 2023 8,712 861,118 101 86,622 956,553
Total profit and comprehensive income for the period - - - 9,929 9,929
Share repurchases 9 (34) (2,149) - - (2,183)
Share repurchase costs 9 - (4) - - (4)
Dividends 5 - - - (30,377) (30,377)
At 31 March 2024 8,678 858,965 101 66,174 933,918
At 1 October 2024 8,678 858,965 101 45,386 913,130
Total profit and comprehensive income for the period - - - 388 388
Share repurchases 9 (155) (11,336) - - (11,491)
Share repurchase costs 9 - (23) - - (23)
Dividends 5 - - - (30,286) (30,286)
At 31 March 2025 8,523 847,606 101 15,488 871,718
1. The share premium is a distributable reserve in accordance with Jersey
Company Law. Refer to note 9 for further information.
The accompanying notes below form an integral part of the financial
statements.
Unaudited interim condensed statement of cash flows
For the period 1 October 2024 to 31 March 2025
Period ended Period ended
31 March 31 March
2025 2024
Notes £'000 £'000
Cash flows from operating activities
Total operating profit before finance costs 2,814 14,280
Adjustments for:
Loan interest income 3 (34,352) (44,961)
Net losses on financial assets at fair value through profit or loss 3 25,810 25,990
Net losses/(gains) on derivative financial instruments at fair value through 3 183 (709)
profit or loss
Increase/(decrease) in other payables and accrued expenses 122 (1,170)
Decrease in other receivables and prepayments 7 430
Total (5,416) (6,140)
Loan interest received 3 24,369 32,622
Purchase of financial assets at fair value through profit or loss 11.7 (3,066) -
Repayment of financial assets at fair value through profit or loss 11.7 44,403 19,503
Realised (losses)/gains on repayment of derivative financial instruments at (274) 807
fair value through profit or loss
Net cash flows generated from operating activities 60,016 46,792
Cash flows from financing activities
Proceeds from revolving credit facility 8,000 147
Repayment of revolving credit facility (24,000) (10,000)
Share repurchases (11,491) (2,183)
Share repurchase costs (23) (4)
Dividends paid 5 (30,286) (30,377)
Finance costs paid (2,189) (3,493)
Net cash flows used in financing activities (59,989) (45,910)
Increase in cash and cash equivalents 27 882
Cash and cash equivalents at beginning of the period 11,755 16,867
Cash and cash equivalents at end of the period 11,782 17,749
Net cash flows from operating activities includes:
Deposit interest received 3 166 240
The accompanying notes below form an integral part of the financial
statements.
Notes to the unaudited interim condensed financial statements
For the period 1 October 2024 to 31 March 2025
1. General information
GCP Infrastructure Investments Limited is a public company incorporated and
domiciled in Jersey on 21 May 2010 with registration number 105775. The
Company is governed by the provisions of the Jersey Company Law and the CIF
Law.
The Company is a closed-ended investment company and its ordinary shares are
traded on the Main Market of the LSE.
The Company makes infrastructure investments, typically by acquiring interests
in debt instruments issued by infrastructure Project Companies, their owners
or their lenders and related and/or similar assets which provide regular and
predictable long‑term cash flows.
2. Material accounting policies
2.1 Basis of preparation
The unaudited interim condensed financial statements for the six month period
1 October 2024 to 31 March 2025 have been prepared in accordance with IAS 34
Interim Financial Reporting, as adopted by the EU.
The unaudited interim condensed financial statements do not include all the
information and disclosures required in annual financial statements and should
be read in conjunction with the Company's annual report and financial
statements for the year ended 30 September 2024. The financial statements for
the year ended 30 September 2024 were prepared in accordance with IFRS as
adopted by the EU and audited by KPMG Channel Islands Limited, who issued an
unqualified audit opinion.
The financial information contained in the unaudited interim condensed
financial statements for the period 1 October 2024 to 31 March 2025 has not
been audited, but has undergone a review by the Company's auditor in
accordance with International Standards on Review Engagements (UK) 2410,
Review of Interim Financial Information Performed by the Independent Auditor
of the Entity, issued by the Financial Reporting Council for use in the UK.
The unaudited interim condensed financial statements have been prepared under
the historical cost convention, as modified by the revaluation of financial
assets held at fair value through profit or loss.
The accounting policies adopted in the preparation of the unaudited interim
condensed financial statements are consistent with those followed in the
preparation of the Company's annual financial statements for the year ended 30
September 2024, except for the new standards and amendments to standards,
which are disclosed below.
New standards, amendments and interpretations
In the reporting period under review, the Company has applied amendments to
IFRS, issued by the IASB. These include annual improvements to IFRS, changes
in standards, legislative and regulatory amendments, changes in disclosures
and presentation requirements.
This incorporated lack of exchangeability (amendments to IAS 21).
The adoption of the changes to accounting standards has had no material impact
on these or prior periods' financial statements.
The amendments to IFRS that will apply for reporting periods beginning 1
January 2026 are the classification and measurement of financial instruments
(IFRS 7 and IFRS 9).
The new IFRS that will apply for reporting periods beginning 1 January 2027 is
the presentation and disclosure in financial statements (introduction of IFRS
18).
Classification and measurement of financial instruments (IFRS 7 and IFRS 9)
The amendments to IFRS 7 and 9 will be effective on or before 1 January 2026.
Over the following twelve months, an assessment will be conducted on the
impact of IFRS 7 and 9 which relate to settlement of liabilities through
electronic payment systems and the classification of financial assets with ESG
and similar features. The Company has elected not to early adopt the
amendments to IFRS 7 and 9.
Presentation and disclosure in financial statements (IFRS 18)
Under current IFRS accounting standards, companies use different formats to
present their results, making it difficult for investors to compare financial
performance across companies. IFRS 18 promotes a more structured income
statement. In particular, it introduces a newly defined 'operating profit'
subtotal and a requirement for all income and expense to be allocated between
three new distinct categories based on a company's main business activities.
The Directors are still assessing the impact of IFRS 18, but do not anticipate
that its adoption will have a material impact on the financial statements.
Other than those detailed above, there are no new IFRS or IFRIC
interpretations that are issued but not effective that are expected to have a
material impact on the Company's financial statements.
Functional and presentation currency
Items included in the unaudited interim condensed financial statements of the
Company are measured in the currency of the primary economic environment in
which the Company operates. The financial statements are presented in Pound
Sterling and all values have been rounded to the nearest thousand pounds
(£'000), except where otherwise indicated.
Going concern
The Directors have made an assessment of the Company's ability to continue as
a going concern and are satisfied that the Company has the resources to
continue in business for the foreseeable future and for a period of at least
twelve months from the date of the authorisation of these unaudited interim
condensed financial statements.
The Investment Adviser has prepared cash flow forecasts which were challenged
and approved by the Directors and included consideration of cash flow
forecasts and stress scenarios.
The Directors are not aware of any material uncertainties that cast doubt upon
the Company's ability to continue as a going concern. Therefore, the unaudited
interim condensed financial statements have been prepared on a going concern
basis.
2.2 Significant accounting judgements and estimates
The preparation of unaudited interim condensed financial statements in
accordance with IFRS requires the Directors of the Company to make judgements,
estimates and assumptions that affect the application of accounting policies
and the reported amounts recognised in the unaudited interim condensed
financial statements. However, uncertainty about these assumptions and
estimates could result in outcomes that require a material adjustment to the
carrying amount of the asset or liability in the future.
(a) Critical accounting estimates and assumptions
Fair value of instruments not quoted in an active market
The valuation process is dependent on assumptions and estimates which are
significant to the reported amounts recognised in the unaudited interim
condensed financial statements, taking into account the structure of the
Company and the extent of its investment activities (refer to note 11 for
further information).
(b) Critical judgements
Assessment of non-current assets held for sale
The Directors have determined that at the date of the report, none of the
Company's assets fulfil the classification criteria prescribed by IFRS 5 for
non-current assets held for sale.
This determination has been made with consideration to the Company's capital
allocation policy and the relative progress of various sales processes.
This process requires judgement in assessing a complex range of commercial
factors in the context of the purpose, objectives and operational norms of the
Company and its sector, and the application of the objective and scope of the
standard. Factors considered include the probability of completing a sale
within a specified timeframe, the status of commercial negotiations and
related agreements, the relative strength of obligations or disincentives for
non‑performance, and the possibility of impediments to completion or a
change in terms.
Assessment as an investment entity
The Directors have determined that the SPVs through which the Company invests
fall under the control of the Company in accordance with the control criteria
prescribed by IFRS 10 and therefore meet the definition of subsidiaries. In
addition, the Directors continue to hold the view that the Company meets the
definition of an investment entity and therefore can measure and present the
SPVs at fair value through profit or loss. This process requires a significant
degree of judgement, taking into account the complexity of the structure of
the Company and extent of investment activities (refer to note 11 of the
annual report and financial statements for the year ended 30 September 2024).
Segmental information
For management purposes, the Company is organised into one main operating
segment. All of the Company's activities are interrelated, and each activity
is dependent on the others. Accordingly, all significant operating decisions
by the Board (as the chief operating decision maker) are based upon the
analysis of the Company as one segment. The financial results from this
segment are equivalent to the unaudited interim condensed financial statements
of the Company as a whole. The following table analyses the Company's
underlying operating income per geographical location. The basis for
attributing the operating income is the place of incorporation of the
underlying counterparty.
31 March 31 March
2025 2024
£'000 £'000
Channel Islands 166 240
United Kingdom 8,359 19,680
Total 8,525 19,920
3. Operating income
The table below analyses the Company's operating income for the period per
investment type:
31 March 31 March
2025 2024
£'000 £'000
Interest on cash and cash equivalents 166 240
Other income 166 240
Net changes in fair value of financial assets and derivative financial 8,359 19,680
instruments at fair value through profit or loss
Total 8,525 19,920
The table below analyses the net changes in fair value of the Company's
financial assets and derivative financial instruments at fair value through
profit or loss:
31 March 31 March 31 March 31 March
2025 2025 2024 2024
£'000 £'000 £'000 £'000
Loan interest received 24,369 32,622
Loan interest capitalised 9,983 12,339
Total loan interest income 34,352 44,961
Unrealised gains on investments at fair value through profit or loss 14,149 12,645
Unrealised losses on investments at fair value through profit or loss (37,629) (38,635)
Realised losses on investments at fair value through profit or loss (2,330)(1) -
Net losses on investments at fair value through profit or loss (25,810) (25,990)
Net gains on financial assets at fair value through profit or loss 8,542 18,971
Unrealised gains/(losses) on derivative financial instruments at fair value 91 (98)
through profit or loss
Realised (losses)/gains on repayment of derivative financial instruments
at fair value through profit or loss (274) 807
Net (losses)/gains on derivative financial instruments at fair value (183) 709
through profit or loss
Net changes in fair value of financial assets and derivative financial 8,359 19,680
instruments at fair value through profit or loss
1. Does not include any contingent consideration.
4. Taxation
Profits arising in the Company for the period 1 October 2024 to 31 March 2025
are subject to tax at the standard rate of 0% (31 March 2024: 0%) in
accordance with the Income Tax (Jersey) Law 1961, as amended.
5. Dividends
Dividends paid for the six month period to 31 March 2025 were 3.50 pence per
share (31 March 2024: 3.50 pence per share) as follows:
Period ended 31 March 2025 Period ended 31 March 2024
Quarter ended Dividend Pence £'000 Pence £'000
Current period dividends
31 March 2025/24(1) Second interim dividend 1.75 - 1.75 -
31 December 2024/23 First interim dividend 1.75 15,099 1.75 15,187
Total 3.50 15,099 3.50 15,187
Prior period dividends
30 September 2024/23 Fourth interim dividend 1.75 15,187 1.75 15,190
30 June 2024/23 Third interim dividend 1.75 - 1.75 -
Total 3.50 15,187 3.50 15,190
Dividends in statement of changes in equity 30,286 30,377
Dividends in cash flow statement 30,286 30,377
1. On 30 April 2025, the Company announced a second interim dividend of 1.75
pence per ordinary share, amounting to £14.9 million paid on 4 June 2025
to ordinary shareholders on the register at 8 May 2025.
In accordance with the Company's constitution, in respect of the ordinary
shares, the Company will distribute the income it receives to the fullest
extent that is deemed appropriate by the Directors.
In declaring a dividend, the Directors consider the payment based on a number
of factors, including accounting profit, fair value treatment of investments
held, future investments, reserves, cash balances and liquidity. The payment
of a dividend is considered by the Board and is declared on a quarterly basis.
Dividends are a form of distribution and, under Jersey Company Law, a
distribution may be paid out of capital. Therefore, the Directors consider the
share premium reserve to be a distributable reserve. Dividends due to the
Company's shareholders are recognised when they become payable.
6. Earnings per share
Basic and diluted earnings per share are calculated by dividing total profit
and comprehensive income for the period attributable to ordinary equity
holders of the Company by the weighted average number of ordinary shares in
issue during the period.
Total profit Weighted
and average
comprehensive number of
income ordinary Pence
£'000 shares per share
Period ended 31 March 2025
Basic and diluted earnings per ordinary share 388 863,607,680 0.04
Period ended 31 March 2024
Basic and diluted earnings per ordinary share 9,929 868,068,252 1.14
7. Other payables and accrued expenses
(Audited)
31 March 30 September
2025 2024
£'000 £'000
Investment advisory fees 1,960 2,062
Other payables and accrued expenses 1,053 823
Total 3,013 2,885
8. Interest bearing loans and borrowings
(Audited)
31 March 30 September
2025 2024
£'000 £'000
Revolving credit facility 41,000 57,000
Unamortised arrangement fees (956) (1,210)
Total 40,044 55,790
The table below analyses movements over the period:
(Audited)
31 March 30 September
2025 2024
£'000 £'000
Opening balance 55,790 103,674
Changes from cash flow
Proceeds from revolving credit facility 8,000 18,147
Repayment of revolving credit facility (24,000) (67,022)
Drawdown for RCF refinancing fees - 1,875
Non-cash changes
Amortisation of loan arrangement fees 254 644
Commitment and other capitalised fees - (1,528)
Closing balance 40,044 55,790
On 16 February 2024, the Company entered into a new secured RCF of £150.0
million with AIB (UK) Plc, Lloyds Bank Plc, Clydesdale Bank Plc (trading as
Virgin Money) and Mizuho Bank Limited. The RCF is secured against the
portfolio of underlying assets held by the Company. The facility is repayable
in March 2027. Interest on amounts drawn under the facility is charged at
SONIA plus 2.0% per annum. A commitment fee of 0.7% per annum is payable on
undrawn amounts. At 31 March 2025, the total amount drawn on the RCF was
£41.0 million.
All amounts drawn under the RCF may be used in or towards the making of
investments in accordance with the Company's investment policy, with
additional flexibility to allow the Company to enhance its working capital
management. The facility provides the Company with continued access to
flexible debt finance, allowing it to take advantage of investment
opportunities as they arise, and may also be used to manage the Company's
working capital requirements from time to time.
The RCF includes loan to value(1) and interest cover(1) covenants that are
measured at the Company level. The Company has maintained sufficient headroom
against all measures throughout the financial period and is in full compliance
with all loan covenants at 31 March 2025.
9. Authorised and issued share capital
(Audited)
30 September 2024
31 March 2025
Number of Number of
Share capital shares £'000 shares £'000
Ordinary shares issued and fully paid
Opening balance 884,797,669 8,848 884,797,669 8,848
Total shares in issue 884,797,669 8,848 884,797,669 8,848
Treasury shares
Opening balance (16,985,019) (170) (13,565,019) (136)
Shares repurchased (15,540,093) (155) (3,420,000) (34)
Total shares repurchased and held in treasury (32,525,112) (325) (16,985,019) (170)
Total ordinary share capital excluding treasury shares 852,272,557 8,523 867,812,650 8,678
Share capital is representative of the nominal amount of the Company's
ordinary shares in issue.
1. APM - for definition and calculation methodology, refer to the APMs section
below.
The Company is authorised in accordance with its Memorandum of Association to
issue up to 1.5 billion ordinary shares, 300 million C shares and 300 million
deferred shares, each having a par value of 1.00 pence per share.
(Audited)
31 March 30 September
2025 2024
Share premium £'000 £'000
Premium on ordinary shares issued and fully paid:
Opening balance 858,965 861,118
Premium on equity shares issued through:
Share repurchases (11,336) (2,149)
Share repurchase costs (23) (4)
Total 847,606 858,965
Share premium represents amounts subscribed for share capital in excess of
nominal value less associated costs of the issue, less dividend payments
charged to premium as and when appropriate. Share premium is a distributable
reserve in accordance with Jersey Company Law.
The Company's issued share capital is represented by one class of ordinary
shares. Quantitative information about the Company's share capital is provided
in the statement of changes in equity.
At 31 March 2025, the Company's issued share capital comprised 884,797,669
ordinary shares (30 September 2024: 884,797,669), of which 32,525,112 (30
September 2024: 16,985,019) were held in treasury, and there were no C shares
or deferred shares in issue.
The ordinary shares carry the right to dividends out of the profits available
for distribution attributable to each share class, if any, as determined by
the Directors. Each holder of an ordinary share is entitled to attend meetings
of shareholders and, on a poll, to one vote for each share held.
10. Derivative financial instruments at fair value through profit or loss
On 27 March 2024, the Company entered into a new commodity swap agreement with
Axpo Solutions AG under the same standard terms, which expired on 30 September
2024 and was settled in October 2024 in line with the contractual terms. The
Company was granted a credit line of £50.0 million by Axpo Solutions AG in
order to mitigate the need for regular cash flows associated with the hedge.
On 27 September 2024, the Company entered into a new commodity swap agreement
with LBCM under the ISDA Master Agreement framework for risk management
purposes, which includes full right of set off. The derivative financial
instrument comprises a commodity swap on baseload electricity for the purpose
of hedging market movements in electricity prices, in cases where the Company
has stepped into projects and/or has direct exposure through its investment
structure. The commodity swap agreement expired on 31 March 2025.
On 31 March 2025, the Company entered into a new commodity swap agreement with
LBCM under the same standard terms.
The table below sets out the valuation of the swap held by the Company at the
period end, as provided by Axpo Solutions AG:
Total Notional
notional quantity
Derivative Maturity quantity per hour
Commodity swap - electricity/baseload 'summer 2024' 30 September 2024 35,136 MWh 8MW
Commodity swap - electricity/baseload 'winter 2024/25' 31 March 2025 2,229 MWh 3MW
Commodity swap - electricity/baseload 'summer 2025' 30 September 2025 13,176 MWh 3MW
(Audited)
31 March 30 September
2025 2024
£'000 £'000
Fixed
Fixed price: summer 2024 (maturity 30 September 2024) £62.0/MWh - 357
Fixed price: winter 2024/25 (maturity 31 March 2025) £82.2/MWh 183 1,077
Fixed price: summer 2025 (maturity 30 September 2025) £81.91/MWh 1,079 -
Floating
Commodity Reference Price Index: summer 2024 Electricity N2EX UK Power Index Day Ahead - (445)
Commodity Reference Price Index: winter 2024/25 Electricity N2EX UK Power Index Day Ahead (199) (1,099)
Commodity Reference Price Index: summer 2025 Electricity N2EX UK Power Index Day Ahead (1,082) -
Fair value (19) (110)
11. Financial instruments
11.1 Capital management
The Company is funded from equity balances, comprising issued ordinary share
capital, as detailed in note 9, and retained earnings, in addition to a RCF,
as detailed in note 8.
The Company may seek to raise additional capital from time to time, to the
extent the Directors and the Investment Adviser believe the Company will be
able to make suitable investments, with consideration given to the
alternatives of share buybacks and a reduction in leverage. The Company may
borrow up to 20% of its NAV at any such time borrowings are drawn down. At the
period end, the Company remains modestly geared with loan to value(1) of 5%
(30 September 2024: 6%).
11.2 Financial risk management objectives
The Company has an investment policy and strategy, as summarised above, that
sets out its overall investment strategy and its general risk management
philosophy. It also has established processes to monitor and control these in
a timely and accurate manner. These guidelines are subject to regular
operational reviews undertaken by the Investment Adviser to ensure the
Company's policies are adhered to as it is the Investment Adviser's duty to
identify and assist with the control of risk. The Investment Adviser reports
regularly to the Directors, who have the ultimate responsibility for the
overall risk management approach.
The Investment Adviser and the Directors ensure that all investment activity
is performed in accordance with investment guidelines. The Company's
investment activities expose it to various types of risk associated with the
financial instruments and markets in which it invests. Risk is inherent to the
Company's activities and is managed through a process of ongoing
identification, measurement and monitoring. The financial risks to which the
Company is exposed include market risk (which includes other price risk),
interest rate risk, credit risk and liquidity risk. Furthermore, the Company
is exposed to a number of equity-like interests, 5% of the portfolio by value,
either as a result of the specific targeting of these positions or through
enforcing its security as a result of the occurrence of defaults. Such
exposure is sensitive to changes in market factors, such as electricity
prices, and the operational performance of projects, and is therefore likely
to result in increased volatility in the valuation of the portfolio.
Geopolitical and market uncertainties
The Company's infrastructure investments remain largely insulated from
short-term market fluctuations, given their low-volatility nature and stable,
long-term, public sector backed revenue streams.
Market conditions have improved in the period. Falling inflation has prompted
further interest rate cuts by the Bank of England, including a 25 basis points
reduction in March 2025. Earlier concerns that the Government's October 2024
Budget might reignite inflation have not materialised to a significant extent,
though the situation remains under review.
The ongoing war in Ukraine and the Israel-Hamas conflict remain geopolitical
concerns. However, the Board and the Investment Adviser believe their direct
impact on energy prices and market volatility has continued to subside. While
the Israel-Hamas conflict carries ongoing risks, particularly around potential
regional escalation and sanctions, these have not resulted in tangible
disruptions for the Company.
Uncertainty has also risen over international trade following the
implementation of new US tariffs. As part of President Trump's renewed
protectionist policies, these actions have strained relations with key trading
partners and caused global stock markets to decline in early 2025, increasing
volatility and investor caution.
There also continues to be uncertainty regarding potential future Government
intervention in the energy market, which may lead to forecast power prices not
being realisable in reality. The implementation of the Electricity Generator
Levy in January 2023 impacted the short-term profitability of certain assets
in the portfolio in the 2024 financial year; however, there has been no impact
in the current financial year. The levy will be in place until 31 March 2028.
Climate risk
For the third consecutive year, the Investment Adviser carried out a climate
risk assessment for each underlying portfolio asset to assess the actual and
potential impacts of climate-related risks and opportunities across the
portfolio. The analysis considered both physical and transition risks for each
asset. The data collated was based upon publicly available data on flood risk
and EPC ratings, supplemented by inputs from the Investment Adviser's
portfolio management team and its investment management team. Further
information can be found in the Company's 2024 annual report, which is
available on the Company's website. Based on the climate risk analysis
undertaken, the Investment Adviser does not currently propose to make any
material changes to financial forecasts due to climate risk.
11.3 Market risk
There is a risk that market movements in interest rates, credit markets and
observable yields may decrease or increase the fair value of the Company's
financial assets without regard to the assets' underlying performance. The
fair value of the Company's financial assets is measured and monitored on a
quarterly basis by the Investment Adviser with the assistance of the
independent Valuation Agent.
The valuation principles used are based on a discounted cash flow methodology,
where applicable. A fair value for each asset acquired by the Company is
calculated by applying a relevant market discount rate to the contractual cash
flows expected to arise from each asset. At period end, all investments were
classified as Level 3; refer to note 11.7 for additional information.
The independent Valuation Agent determines the discount rate that it believes
the market would reasonably apply to each investment taking into account,
inter alia, the following significant inputs:
· Pound Sterling interest rates;
· movements of comparable credit markets; and
· observable yields on other comparable instruments.
In addition, the following are also considered as part of the overall
valuation process:
· general infrastructure market activity and investor sentiment; and
· changes to the economic, legal, taxation or regulatory environment.
The independent Valuation Agent exercises its judgement in assessing the
expected future cash flows from each investment. Given that the investments of
the Company are generally fixed-income debt instruments (in some cases with
elements of inflation protection) or other investments with a similar economic
effect, the focus of the independent Valuation Agent is assessing the
likelihood of any interruptions to the debt service payments, in light of the
operational performance of the underlying asset. Where appropriate, the
independent Valuation Agent will also consider long‑term assumptions that
have a direct impact on valuation, such as electricity prices, inflation and
availability. Given fluctuating electricity prices, the Investment Adviser has
continued the Company's hedging programme to reduce volatility in the
portfolio. Further information can be found in notes 10 and 13.
The table below shows how changes in discount rates affect the changes in the
valuation of financial assets at fair value. The range of discount rates used
reflects the Investment Adviser's view of a reasonable expectation of
valuation movements across the portfolio over a period of six months.
31 March 2025
Change in discount rate 0.50% 0.25% 0.00% (0.25%) (0.50%)
Valuation of financial assets at fair value (£'000) 875,620 889,003 902,859 917,215 932,101
Change in valuation of financial assets at fair value through profit or loss (27,239) (13,856) - 14,356 29,242
(£'000)
At 31 March 2025, the discount rates used in the valuation of financial assets
ranged from 6.58% to 13.00%, with a rate of 25.00% being applied to one
financial asset due to changes in the perceived risk associated, with this
project representing 0.56% of the portfolio, and a rate of 20.00% being
applied to another financial asset due to changes in the perceived risk
associated, with the project representing 2.64% of the portfolio. The weighted
average discount rate used across the Company's portfolio at 31 March 2025 was
8.36%.
30 September 2024 (audited)
Change in discount rate 0.50% 0.25% 0.00% (0.25%) (0.50%)
Valuation of financial assets at fair value (£'000) 931,236 945,386 960,023 975,173 990,866
Change in valuation of financial assets at fair value through profit or loss (28,787) (14,637) - 15,150 30,843
(£'000)
At 30 September 2024, the discount rates used in the valuation of financial
assets ranged from 6.58% to 13.00%, with a rate of 20.00% applied to one
financial asset due to changes in the perceived risk associated with the
project, representing 0.63% of the portfolio. The weighted average discount
rate used across the Company's portfolio at 30 September 2024 was 7.95%.
11.4 Interest rate risk
Interest rate risk has the following effects:
Fair value of financial assets
Interest rates are one of the factors which the independent Valuation Agent
takes into account when valuing financial assets. Interest rate risk is
incorporated by the independent Valuation Agent into the discount rate applied
to financial assets at fair value through profit or loss. Discount rate
sensitivity analysis is disclosed in note 11.3.
Future cash flows
The Company primarily invests in senior and subordinated debt instruments of
infrastructure Project Companies. The financial assets have fixed interest
rate coupons, albeit with inflation protection, and, as such, movements in
interest rates will not directly affect the future cash flows payable to the
Company.
Interest rate hedging may be carried out to seek protection against falling
interest rates in relation to assets that do not have a minimum fixed rate of
return acceptable to the Company in line with its investment policy and
strategy. No interest rate hedging was undertaken at period end.
Where the debt instrument is subordinated, the Company is indirectly exposed
to the gearing of the infrastructure Project Companies. The Investment Adviser
ensures as part of its due diligence that the Project Company debt, ranking
senior to the Company's investment, has been, where appropriate, hedged
against movements in interest rates through the use of interest rate swaps. At
31 March 2025, the Company had not entered into any interest rate swap
contracts (30 September 2024: none).
Borrowings
During the period, the Company made use of its RCF, which is used to finance
investments and manage its working capital requirements. Details of the RCF
are given in note 8.
The new facility has a three year term and was refinanced on similar terms to
the previous RCF, with the most notable amendment being the introduction of
additional flexibility in utilisations and repayments to allow the Company to
enhance its working capital management.
The amounts drawn under the RCF were £41.0 million (31 March 2024: £96.0
million).
The following table shows an estimate of the sensitivity of the drawn amounts
under the RCF to interest rate changes of 100, 200 and 300 basis points in a
six month period, with all other variables held constant.
31 March 2025
Change in interest rates 3.0% 2.0% 1.0% 0.0% (1.0%) (2.0%) (3.0%)
Interest expense (£'000) 1,938 1,733 1,528 1,323 1,118 913 708
Change in interest expense (£'000) 615 410 205 - (205) (410) (615)
31 March 2024
Change in interest rates 3.0% 2.0% 1.0% 0.0% (1.0%) (2.0%) (3.0%)
Interest expense (£'000) 4,895 4,415 3,935 3,455 2,975 2,495 2,015
Change in interest expense (£'000) 1,440 960 480 - (480) (960) (1,440)
Other financial assets and liabilities
Bank deposits are exposed to and affected by fluctuations in interest rates.
However, the impact of interest rate risk on these assets and liabilities is
not considered material.
11.5 Credit risk
Credit risk refers to the risk that the counterparty to a financial instrument
will fail to discharge an obligation or commitment it has entered into with
the Company. The assets classified at fair value through profit or loss do not
have a published credit rating; however, the Investment Adviser monitors the
financial position and performance of the Project Companies on a regular basis
to ensure that credit risk is appropriately managed.
The Company is exposed to different levels of credit risk across its assets.
Per the unaudited interim condensed statement of financial position, the
Company's total exposure to credit risk is £915.0 million (30 September 2024:
£972.0 million), which is the balance of total assets less other receivables
and prepayments. As a matter of general policy, cash is held at a number of
financial institutions to spread credit risk, with cash awaiting investment
held on behalf of the Company at banks carrying a minimum rating of A-1, P-1
or F1 from Standard & Poor's, Moody's or Fitch respectively or in one or
more similarly rated money market or short-dated gilt funds. Cash is generally
held on a short‑term basis, pending subsequent investment. The amount of
working capital that may be held at RBSI is limited to the higher of £4.0
million or one-quarter of the Company's running costs. Any excess
uninvested/surplus cash is held at other financial institutions with minimum
credit ratings described above. The maximum amount that can be held at any one
of these other financial institutions is £25.0 million or 25% of total cash
balances, whichever is largest. It is also recognised by the Board that the
arrival of ring-fenced banking has impacted the availability of A-rated banks.
Before an investment decision is made, the Investment Adviser performs
extensive due diligence by using professional third party advisers, including
technical advisers, financial and legal advisers, and valuation and insurance
experts. After an investment is made, the Investment Adviser uses detailed
cash flow forecasts to assess the continued creditworthiness of Project
Companies and their ability to pay costs as they fall due. The forecasts are
regularly updated with information provided by the Project Companies in order
to monitor ongoing financial performance.
The Project Companies receive a significant portion of revenue from government
departments and public sector or local authority clients.
The Project Companies are reliant on their subcontractors, particularly
facilities managers, continuing to perform their service delivery obligations
such that revenues are not disrupted. The credit standing of each significant
subcontractor is monitored by the Investment Adviser on an ongoing basis, and
significant exposures are reported to the Directors on a quarterly basis.
The concentration of credit risk to any individual project did not exceed 10%
of the Company's portfolio at the period end, which is the maximum amount
permissible per the Company's investment policy. The Investment Adviser
regularly monitors the concentration of risk, based upon the nature of each
underlying project, to ensure the appropriate diversification and risk remains
within acceptable parameters.
The concentration of credit risk associated with counterparties is deemed low
due to asset and sector diversification. The underlying counterparties are
typically public sector entities which pay pre-determined, long-term, public
sector backed revenue in the form of subsidy payments (i.e. FiT and ROCs
payments) for renewables transactions, unitary charge payments for PFI
transactions or lease payments for social housing projects. In the view of the
Investment Adviser and Board, the public sector generally has both the ability
and willingness to support the obligations of these entities.
There continues to be volatility in electricity market prices following the
Russian invasion of Ukraine in 2022. These dynamics have resulted in the
collapse of some energy suppliers. The Company has exposure to certain
electricity suppliers through offtake arrangements with renewable project
borrowers. To date, the Company has not been directly impacted by suppliers
that have failed.
Through its usual systems and processes, the Investment Adviser monitors the
credit standing of all customers and suppliers and believes that where
offtakers have supply businesses, they are in a strong position to continue
such arrangements. In any case, the Investment Adviser considers the offtake
market for renewable projects to be a liquid and competitive sector, meaning
any arrangements terminated as part of an offtaker collapse could be easily
replaced by a new third party.
The credit risk associated with each Project Company is further mitigated
because the cash flows receivable are secured over the assets of the Project
Company, which in turn has security over the assets of the underlying
projects. The debt instruments held by the Company are held at fair value, and
the credit risk associated with these investments is one of the factors which
the independent Valuation Agent takes into account when valuing the financial
assets.
Changes in credit risk affect the discount rate. The sensitivity of the fair
value of the financial assets at fair value through profit or loss to possible
changes to the discount rates is disclosed in note 11.3. The Directors have
assessed the credit quality of the portfolio at the period end and, based on
the parameters set out in this note, are satisfied that credit quality remains
within an acceptable range for long‑dated debt.
The Company enters into commodity swap agreements for the purpose of hedging
market movements in electricity prices. Refer to note 10 for further details.
There is potential for credit risk in relation to the arrangement depending on
whether the arrangement is an asset or a liability at any point in time. At 10
June 2025, the Company's exposure to credit risk relating to the commodity
swap agreement was £67,000.
Further information on derivative financial instruments is given in note 10.
11.6 Liquidity risk
Liquidity risk is defined as the risk that the Company will face difficulties
in meeting obligations associated with financial liabilities that are settled
by delivering cash or another financial asset. Exposure to liquidity risk
arises because of the possibility that the Company could be required to pay
its liabilities earlier than expected. The Company's objective is to maintain
a balance between the continuity of funding and flexibility through the use of
bank deposits and interest bearing loans and borrowings.
The table below analyses the Company's financial assets and liabilities in
relevant maturity groupings based on the remaining period from the period end
to the contractual maturity date. The Directors have elected to present both
assets and liabilities in the liquidity disclosure to illustrate the net
liquidity exposure of the Company.
All cash flows in the table below are on an undiscounted basis.
One to Three to Greater than
Less than three twelve twelve
one month months months months Total
31 March 2025 £'000 £'000 £'000 £'000 £'000
Non derivative financial assets
Cash and cash equivalents 11,782 - - - 11,782
Other receivables and prepayments - - 153 - 153
Financial assets at fair value through profit or loss 3,680 27,696 93,684 1,955,725 2,080,785
Derivative financial instruments at fair value through profit or loss
Inflows 183 537 542 - 1,262
Outflows (199) (524) (558) - (1,281)
Total financial assets 15,446 27,709 93,821 1,955,725 2,092,701
Financial liabilities
Other payables and accrued expenses - (3,013) - - (3,013)
Interest bearing loans and borrowings (280) (570) (2,560) (47,408) (50,818)
Total financial liabilities (280) (3,583) (2,560) (47,408) (53,831)
Net exposure 15,166 24,126 91,261 1,908,317 2,038,870
One to Three to Greater than
Less than three twelve twelve
one month months months months Total
30 September 2024 (audited) £'000 £'000 £'000 £'000 £'000
Non derivative financial assets
Cash and cash equivalents 11,755 - - - 11,755
Other receivables and prepayments - - 137 - 137
Financial assets at fair value through profit or loss 12,594 37,137 95,661 1,945,835 2,091,227
Derivative financial assets at fair value through profit or loss
Inflows 357 545 532 - 1,434
Outflows (445) (537) (562) - (1,544)
Total financial assets 24,261 37,145 95,768 1,945,835 2,103,009
Financial liabilities
Other payables and accrued expenses - (2,885) - - (2,885)
Interest bearing loans and borrowings (393) (733) (3,458) (63,372) (67,956)
Total financial liabilities (393) (3,618) (3,458) (63,372) (70,841)
Net exposure 23,868 33,527 92,310 1,882,463 2,032,168
11.7 Fair values of financial assets
Basis of determining fair value
Loan notes
The independent Valuation Agent carries out quarterly valuations of the
financial assets of the Company. These valuations are reviewed by the
Investment Adviser and the Directors. The subsequent NAV produced is reviewed
and approved by the Directors on a quarterly basis.
The basis for the independent Valuation Agent's valuations is described in
note 11.3.
Derivative financial instruments
The valuation principles used are based on inputs from observable market data,
which is a commonly quoted electricity price index, and most closely reflects
a Level 2 input. The fair value of the derivative financial instrument is
derived from its mark-to-market ("MtM") valuation provided by LBCM on a
quarterly basis. The MtM value is calculated based on the fixed leg of the
commodity swap offset by the market price of the floating leg which is indexed
to the Electricity N2EX UK Power Index Day Ahead. The Investment Adviser
monitors the exposure internally using its own valuation system. Further
information on derivative financial instruments is given in notes 10 and 13.
Fair value measurements
Investments are measured and reported at fair value and are classified and
disclosed in one of the following fair value hierarchy levels depending on
whether their fair value is based on:
· Level 1: quoted prices in active markets for identical assets or
liabilities;
· Level 2: inputs other than quoted prices included in Level 1 that
are observable for the asset or liability, either directly (as prices)
or indirectly (derived from prices); and
· Level 3: inputs for the asset or liability that are not based on
observable market data (unobservable inputs).
An investment is always categorised as Level 1, 2 or 3 in its entirety. In
certain cases, the fair value measurement for an investment may use a number
of different inputs that fall into different levels of the fair value
hierarchy. In such cases, an investment level within the fair value hierarchy
is based on the lowest level of input that is significant to the fair value
measurement. The assessment of the significance of a particular input to the
fair value measurement requires judgement and is specific to the investment.
The Company recognises transfers between levels of the fair value hierarchy at
the end of the reporting period during which the change has occurred.
The table below analyses all investments held by the level in the fair value
hierarchy into which the fair value measurement is categorised:
(Audited)
31 March 30 September
Fair value 2025 2024
hierarchy £'000 £'000
Financial assets at fair value through profit or loss
Loan notes Level 3 902,859 960,023
Financial liabilities at fair value through profit or loss
Derivative financial instruments at fair value through profit or loss Level 2 (19) (110)
Discount rates between 6.58% and 13.00% (30 September 2024: 6.58% and 13.00%)
were applied to investments categorised as Level 3, with a rate of 25.00% (30
September 2024: 20.00%) applied to one financial asset due to changes in the
perceived risk associated, with this one project representing 0.56% of the
portfolio, and a rate of 20.00% being applied to another financial asset due
to changes in the perceived risk associated, with the project representing
2.64% of the portfolio. The Directors have classified financial instruments
depending on whether or not there is a consistent data set with comparable and
observable transactions and discount rates. The Directors have classified all
loan notes as Level 3. No transfers were made between levels in the period.
The following table shows a reconciliation of all movements in the fair value
of financial instruments categorised within Level 3 between the beginning and
end of the period:
(Audited)
31 March 30 September
2025 2024
£'000 £'000
Opening balance 960,023 1,046,568
Purchases of financial assets at fair value through profit or loss 13,049 27,301
Repayments of financial assets at fair value through profit or loss(1) (44,403) (63,889)
Net realised gains on investments at fair value through profit or loss - 1,888
Net realised losses on investments at fair value through profit or loss (2,330) -
Unrealised gains on investments at fair value through profit or loss 14,149 13,549
Unrealised losses on investments at fair value through profit or loss (37,629) (65,394)
Closing balance 902,859 960,023
The tables below show the reconciliation of purchases and repayments of
financial assets at fair value through profit or loss to the statement of cash
flows:
31 March 31 March
2025 2024
Purchases £'000 £'000
Purchases of financial assets at fair value through profit or loss (13,049) (12,339)
Loan interest capitalised 9,983 12,339
Purchases of financial assets at fair value through profit or loss in 3,066 -
statement of cash flows
31 March 31 March
2025 2024
Repayments £'000 £'000
Repayments of financial assets at fair value through profit or loss 44,403 19,503
Repayments of financial assets at fair value through profit or loss in 44,403 19,503
statement of cash flows
For the Company's financial instruments categorised as Level 3, changing the
discount rates used to value the underlying instruments alters the fair value.
A change in the discount rates used to value the Level 3 investments would
affect the valuation as shown in the table above.
In determining the discount rates for calculating the fair value of financial
assets at fair value through profit or loss, movements to Pound Sterling
interest rates, comparable credit markets and observable yields on comparable
instruments could give rise to changes in the discount rate.
The Directors considered the inputs used in the valuation of investments and
the appropriateness of their classification in the fair value hierarchy.
Should the valuation approach change, causing an investment to meet the
characteristics of a different level of the fair value hierarchy, it will be
reclassified accordingly in the appropriate period.
1. Includes a £16.1 million repayment of two realised loan positions and a
£6.9 million unscheduled partial repayment.
12. Related party disclosures
As defined by IAS 24 Related Party Disclosures, parties are considered to be
related if one party has the ability to control the other party or exercise
significant influence over the other party in making financial or operational
decisions.
Directors
The non-executive Directors are considered to be the key management personnel
of the Company. Directors' remuneration comprised of Directors' fees incurred
in the period, which totalled £245,000 (31 March 2024: £225,000), and
Directors' expenses incurred in the period, which totalled £9,700 (31 March
2024: £3,300). This is in line with the Directors' remuneration policy as
disclosed in the 2024 annual report. At 31 March 2025, liabilities in respect
of these services amounted to £111,000 (30 September 2024: £111,000).
At 31 March 2025, the Directors, together with their family members, held the
following shares in the Company:
(Audited)
30 September 2024
31 March 2025
Shares % of total Shares % of total
Director held voting rights held voting rights
Andrew Didham 176,414 0.021 146,345 0.017
Julia Chapman 60,446 0.007 60,446 0.007
Steven Wilderspin 15,000 0.002 15,000 0.002
Dawn Crichard 80,463 0.009 80,463 0.009
Alex Yew 75,000 0.009 75,000 0.009
Ian Brown(1) 46,116 0.005 - -
1. Ian Brown was appointed as a Director of the Company on 13 February 2025.
Andrew Didham is an executive vice chairman at Rothschild & Co, presently
on a part‑time basis. Rothschild & Co is engaged by the Company to
provide ongoing investor relations support. The Company and Rothschild &
Co maintain procedures to ensure that Mr Didham has no involvement in either
the decisions concerning the engagement of Rothschild & Co or the
provision of investor relation services to the Company.
Investment Adviser
The Company is party to an Investment Advisory Agreement with the Investment
Adviser, which was most recently amended and restated on 26 January 2023,
pursuant to which the Company has appointed the Investment Adviser to provide
advisory services relating to the assets on a day-to-day basis in accordance
with its investment objectives and policies, subject to the overall
supervision and direction of the Board of Directors. As a result of the
responsibilities delegated under this agreement, the Company considers it to
be a related party by virtue of being 'key management personnel'.
Under the terms of the Investment Advisory Agreement, the notice period of the
termination of the Investment Adviser by the Company is 24 months.
For its services to the Company, the Investment Adviser receives an annual fee
at the rate of 0.9% (or such lesser amount as may be demanded by the
Investment Adviser at its own absolute discretion) multiplied by the sum of:
· the NAV of the Company; less
· the value of the cash holdings of the Company pro rata to the
period for which such cash holdings have been held.
The Investment Adviser is also entitled to claim for expenses arising in
relation to the performance of certain duties and, at its discretion, an
arrangement fee of 1% of the value of qualifying transactions (where possible,
the Investment Adviser seeks to charge this fee to the borrower).
The Investment Adviser receives a fee of 0.25% of the aggregate gross proceeds
from any issue of new shares in consideration for the provision of marketing
and investor introduction services.
The Company's Investment Adviser is authorised as an AIFM by the FCA under the
UK AIFM Regime. The Company has provided disclosures on its website,
incorporating the requirements of the UK AIFM Regime. The Investment Adviser
receives an annual fee of £75,000 in relation to its role as the Company's
AIFM, increased annually at the rate of the RPI.
During the period, the Company expensed £4,002,000 (31 March 2024:
£4,191,000) in respect of investment advisory fees, marketing fees and
transaction management and documentation services. At 31 March 2025,
liabilities in respect of these services amounted to £1,960,000 (30 September
2024: £2,062,000).
The Directors and employees of the Investment Adviser also sit on the boards
of, and control, several SPVs through which the Company invests. The Company
has delegated the day-to-day operations of these SPVs to the Investment
Adviser through the Investment Advisory Agreement.
While not related parties under IAS 24 Related Party Disclosures, for
transparency, the Investment Adviser has disclosed the shareholdings of key
management personnel. At 31 March 2025, the key management personnel of the
Investment Adviser, together with their family members, directly or indirectly
held 937,151 ordinary shares in the Company, equivalent to 0.106% of the
issued share capital (30 September 2024: 935,268 ordinary shares, 0.106% of
the issued share capital).
13. Subsequent events after the reporting date
The following events occurred post period end:
· On 30 April 2025, the Company declared a second interim dividend of
1.75 pence per ordinary share, amounting to £14.9 million, which was paid on
4 June 2025 to ordinary shareholders who were recorded on the register at
close of business on 8 May 2025.
· Alex Yew, together with his family members, and Dawn Crichard
purchased a further 25,000 and 14,009 shares in the Company, respectively.
· The Company made two advances totalling £1.8 million. The Company
received repayments totalling £3.2 million in respect of eight investments,
as detailed above.
· The Company drew down an amount of £16.0 million and repaid an
aggregate amount of £5.0 million on the RCF, resulting in a total drawn
amount of £52.0 million.
14. Non-consolidated SPVs
As explained in note 2.2, the Company invests through certain SPVs which are
not consolidated in these financial statements due to the Company meeting the
criteria of an investment entity and therefore applying the exemption to
consolidation under IFRS 10. The Company has measured its financial interests
in these SPVs at fair value through profit or loss.
Refer to note 11 of the 2024 annual report for the details of contractual
arrangements between the Company and the SPVs and to the risk disclosures in
note 11 of this interim report for details of events or conditions that could
expose the Company to losses.
During the period, the Company did not provide financial support to the
unconsolidated SPVs.
For details of the non-consolidated SPVs, refer to the Company's annual report
and financial statements for the year ended 30 September 2024.
15. Ultimate controlling party
It is the view of the Directors that there is no ultimate controlling party.
Alternative performance measures
The Board and the Investment Adviser assess the Company's performance using a
variety of measures that are not defined under IFRS and are therefore classed
as alternative performance measures ("APMs").
Where possible, reconciliations to IFRS are presented from the APMs to the
most appropriate measure prepared in accordance with IFRS. All items listed
below are IFRS financial statement line items unless otherwise stated.
APMs should be read in conjunction with the unaudited interim condensed
statement of comprehensive income, the unaudited interim condensed statement
of financial position, the unaudited interim condensed statement of cash flows
and the unaudited interim condensed statement of changes in equity, which are
presented in the unaudited interim condensed financial statements section of
this report. The APMs below may not be directly comparable to measures used
by other companies.
Adjusted earnings cover
Ratio of the Company's adjusted net earnings(1) per share to the dividend per
share. This metric seeks to show the Company's right to receive future net
cash flows by way of interest income from the portfolio of investments, by
removing: (i) the effect of pull-to-par; and (ii) any upward or downward
revaluations of investments, which are functions of accounting for financial
assets at fair value under IFRS 9, and do not contribute to the Company's
ability to generate cash flows.
31 March 31 March
2025 2024
£'000 £'000
Adjusted earnings per share(2) 3.3 3.6
Dividend per share 3.5 3.5
Times covered 0.9 1.0
Adjusted earnings per share
The Company's adjusted net earnings(1) divided by the weighted average number
of shares.
31 March 31 March
2025 2024
£'000 £'000
Adjusted net earnings(1) 28,361 31,273
Weighted average number of shares 863,607,680 868,068,252
Adjusted earnings per share 3.3 3.6
Adjusted loan interest capitalised
In respect of a period, a measure of loan interest capitalised adjusted for
amounts subsequently paid as part of repayments.
31 March 31 March
2025 2024
£'000 £'000
Capitalised (planned) 7,187 7,665
Capitalised (unscheduled) 2,796 4,674
Loan interest capitalised 9,983 12,339
Capitalised amounts subsequently settled as part of repayments (4,924) (4,910)
Adjusted loan interest capitalised 5,059 7,429
1. APM - refer to relevant APM below for further information.
2. APM - refer to relevant APM above for further information.
Adjusted loan interest received
In respect of a period, a measure of loan interest received adjusted for loan
interest capitalised and subsequently paid as part of repayments or disposal
proceeds.
31 March 31 March
2025 2024
£'000 £'000
Loan interest received 24,369 32,622
Capitalised amounts settled as part of final repayment or disposal proceeds 2,850 -
Capitalised amounts subsequently settled as part of repayments 4,924 4,910
Adjusted loan interest received 32,143 37,532
Adjusted net earnings
In respect of a period, a measure of the loan interest accrued(1) by the
portfolio less total expenses and finance costs. This metric is used in the
calculation of adjusted earnings cover(2).
31 March 31 March
2025 2024
£'000 £'000
Total profit and comprehensive income 388 9,929
Less: income/gains on financial assets at fair value through profit or loss (8,542) (18,971)
Add/(less): losses/(gains) on derivative financial instruments at fair value 183 (709)
through profit or loss
Less: other operating income (166) (240)
Add: loan interest accrued(1) 36,498 41,264
Adjusted net earnings 28,361 31,273
Aggregate downward revaluations since IPO (annualised)
A measure of the Company's ability to preserve the capital value of its
investments over the long term. It is calculated as total aggregate downward
revaluations divided by total invested capital since IPO expressed as a time
weighted annual percentage.
31 March 31 March
2025 2024
£'000 £'000
Total aggregate downward revaluations since IPO (127,378) (98,476)
Total invested capital since IPO 1,960,509 1,932,693
Percentage (annualised) 0.46% 0.38%
Average NAV
The average of the six net asset valuations calculated monthly over the
relevant period.
1. APM - refer to relevant APM below for further information.
2. APM - refer to relevant APM above for further information.
Discount
The price at which the shares of the Company trade below the NAV per share.
Dividend yield
A measure of the quantum of dividends paid to shareholders relative to the
market value per share. It is calculated by dividing the dividend per share
for the twelve month period to 31 March 2025 by the share price at the period
end.
Earnings cover
Ratio of the Company's earnings per share to the dividend per share.
31 March 31 March
2025 2024
£'000 £'000
Earnings per share 0.04 1.1
Dividend per share 3.5 3.5
Times covered 0.01 0.3
Interest cover
The ratio of total loan interest income to finance costs expressed as a
percentage.
Loan interest accrued
The measure of the value of interest accruing on a loan in respect of a
period, calculated based on the contractual interest rate stated in the loan
documentation.
Loan interest accrued differs from net income/gains on financial assets at
fair value through profit or loss, as recognised under IFRS 9, as it does not
include:
· the impact of realised and unrealised gains and losses on financial
assets at fair value through profit or loss;
· the impact of 'pull-to-par' in the unwinding of discount rate
adjustments over time (where the weighted average discount rate used to value
financial assets differs from the interest rate stated in the loan
documentation);
· the impact of cash flows from loan interest received;
· the impact of loan interest capitalised; and
· the impact of loan principal indexation applied.
This metric is used in the calculation of adjusted net earnings(1).
Loan to value
A measure of the indebtedness of the Company at the period end, expressed as
interest bearing loans and borrowings as a percentage of net assets.
1. APM - refer to relevant APM below for further information.
NAV total return
A measure showing how the NAV per share has performed over a period of time,
taking into account both capital returns and dividends paid to shareholders,
expressed as a percentage. It assumes that dividends paid to shareholders are
reinvested at NAV at the time the shares are quoted ex‑dividend.
This is a standard performance metric across the investment industry and
allows for comparability across the sector.
Source: Investment Adviser
Premium
The price at which the shares of the Company trade above the NAV per share.
Total shareholder return
A measure of the performance of a company's shares over time. It combines
share price movements and dividends to show the total return to the
shareholder expressed as a percentage. It assumes that dividends are
reinvested in shares at the time the shares are quoted ex‑dividend.
This is a standard performance metric across the investment industry and
allows for comparability across the sector.
Source: Bloomberg
Weighted average annualised yield
The weighted average yield on the investment portfolio calculated based on the
yield of each investment weighted by the principal balance outstanding on such
investment, expressed as a percentage.
The yield forms a component of investment cash flows used for the valuation of
financial assets at fair value through profit or loss under IFRS 9. It is
calculated including borrower company leverage but before any Company level
leverage.
The yield forms a component of investment cash flows used for the valuation of
financial assets at fair value through profit or loss under IFRS 9.
Glossary of key terms
Adjusted earnings cover
Refer to APMs section above
Adjusted earnings per share
Refer to APMs section above
Adjusted loan interest capitalised
Refer to APMs section above
Adjusted loan interest received
Refer to APMs section above
Adjusted net earnings
Refer to APMs section above
Aggregate downward revaluations since IPO (annualised)
Refer to APMs section above
AIC
Association of Investment Companies
AIFM
Alternative Investment Fund Manager
Average life
The weighted average term of the loans in the investment portfolio
Borrower
The special purpose company which owns and operates an asset
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
CIF Law
Collective Investment Funds (Jersey) Law 1988
The Company
GCP Infrastructure Investments Limited
Deferred shares
Redeemable deferred shares of £0.01 each in the capital of the Company
arising from C share conversion
Discount
Refer to APMs section above
Dividend yield
Refer to APMs section above
DTR
Disclosure Guidance and Transparency Rules of the FCA
Earnings cover
Refer to APMs section above
ESG
Environmental, social and governance
EU
European Union
FCA
Financial Conduct Authority
FiT
Feed-in tariff
IFRS
International Financial Reporting Standards
Interest cover
Refer to APMs section above
IPO
Initial public offering
ISDA
International Swaps and Derivatives Association
Jersey Company Law
The Companies (Jersey) Law 1991 (as amended)
KPIs
Key performance indicators
KPMG
KPMG Channel Islands Limited
LBCM
Lloyds Bank Corporate Markets plc
Loan interest accrued
Refer to APMs section above
Loan to value
Refer to APMs section above
LSE
London Stock Exchange
MW
Megawatt
NAV
Net asset value
NAV total return
Refer to APMs section above
OBR
The Office for Budget Responsibility
Official List
The Official List of the FCA
Ongoing charges ratio
Refer to APMs section above
Ordinary shares
The ordinary share capital of the Company
PFI
Private finance initiative
PPA
Power purchase agreement
PPP
Public-private partnership
Premium
Refer to APMs section above
Project Company
A special purpose company which owns and operates an asset
Public sector backed
All revenues arising from UK central Government or local authorities or from
entities themselves substantially funded by UK central Government or local
authorities, obligations of NHS Trusts, UK registered social landlords and
universities and revenues arising from other Government‑sponsored or
administered initiatives for encouraging the use of renewable or clean energy
in the UK
Pull-to-par
The effect on income recognised in future periods from the application of a
new discount rate to an investment
RBSI
Royal Bank of Scotland International Limited
RCF
Revolving credit facility with AIB (UK) Plc, Lloyds Bank Plc, Clydesdale Bank
Plc (trading as Virgin Money) and Mizuho Bank 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
SONIA
Sterling Overnight Interbank Average rate
SPV
Special purpose vehicle through which the Company invests
Total shareholder return
Refer to APMs section above
UK AIFM Regime
Together, The Alternative Investment Fund Managers Regulations 2013 (as
amended by The Alternative Investment Fund Managers (Amendment etc.) (EU Exit)
Regulations 2019) and the Investment Funds sourcebook forming part of the FCA
Handbook, as amended from time to time
Weighted average annualised yield
Refer to APMs section above
Weighted average discount rate
A rate of return used in valuation to convert a series of future anticipated
cash flows to present value under a discounted cash flow approach. It is
calculated with reference to the relative size of each investment
Corporate information
The Company
GCP Infrastructure Investments Limited
IFC 5
St Helier
Jersey JE1 1ST
Contact: jerseyinfracosec@apexgroup.com
Corporate website: www.gcpinfra.co.uk
Directors
Andrew Didham (Chairman)
Julia Chapman (Senior Independent Director)
Steven Wilderspin
Dawn Crichard
Alex Yew
Michael Gray (retired on 13 February 2025)
Ian Brown (appointed on 13 February 2025)
Heather Bestwick (appointed on 29 April 2025)
Administrator, Secretary and registered office of the Company
Apex Financial Services (Alternative Funds) Limited
IFC 5
St Helier
Jersey JE1 1ST
Tel: +44 (0)20 4549 0700
Advisers on English law
Stephenson Harwood LLP
1 Finsbury Circus
London EC2M 7SH
Advisers on Jersey Company Law
Carey Olsen Jersey LLP
47 Esplanade
St Helier
Jersey JE1 0BD
Depositary
Apex Financial Services (Corporate) Limited
IFC 5
St Helier
Jersey JE1 1ST
Financial Adviser and Joint Brokers
Stifel Nicolaus Europe Limited
150 Cheapside
London EC2V 6ET
Tel: +44 (0)20 7710 7600
RBC Capital Markets
100 Bishopsgate
London EC2N 64AA
Tel: +44 (0)20 653 4000
Independent Auditor
KPMG Channel Islands Limited
37 Esplanade
St Helier
Jersey JE4 8WQ
Investment Adviser, AIFM and Security Trustee
Gravis Capital Management Limited
24 Savile Row
London W1S 2ES
Tel: +44 (0)20 3405 8500
Operational bankers
Barclays Bank PLC, Jersey Branch
13 Library Place
St Helier
Jersey JE4 8NE
BNY Mellon
1 Piccadilly Gardens
Manchester M1 1RN
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
Public relations
Burson Buchanan
107 Cheapside
London EC2V 6DN
Registrar
MUFG Corporate Markets (Jersey) Limited
IFC 5
St Helier
Jersey JE1 1ST
Valuation Agent
Forvis Mazars LLP
Tower Bridge House
St Katharine's Way
London E1W 1DD
For further information, please contact:
Gravis Capital Management Limited +44 (0)20 3405 8500
Philip Kent
Max Gilbert
Cameron Gardner
RBC Capital Markets +44 (0)20 7653 4000
Matthew Coakes
Stifel Nicolaus Europe Limited +44 (0)20 7710 7600
Edward Gibson-Watt
Jonathan Wilkes-Green
Burson Buchanan +44 (0)20 7466 5000
Helen Tarbet
Nick Croysdill
Henry Wilson
Notes to Editors
GCP Infra is a closed-ended investment company and FTSE-250 constituent, its
shares are traded on the main market of the London Stock Exchange. The
Company's objective is to provide shareholders with regular, sustained,
long-term distributions and to preserve capital over the long term by
generating exposure to UK infrastructure debt and related and/or similar
assets.
The Company primarily targets investments in infrastructure projects with long
term, public sector-backed, availability-based revenues. Where possible,
investments are structured to benefit from partial inflation protection. GCP
Infra is advised by Gravis Capital Management Limited.
GCP Infra has been awarded with the London Stock Exchange's Green Economy Mark
in recognition of its contribution to positive environmental outcomes.
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