REG - Greencoat UK Wind - Final Results Announcement
27/02/2025 07:15
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RNS Number : 6080Y Greencoat UK Wind PLC 27 February 2025
LEI: 213800ZPBBK8H51RX165
27 February 2025
GREENCOAT UK WIND PLC
(the "Company")
Greencoat UK Wind PLC reports results for the year ended 31 December 2024
Greencoat UK Wind PLC today announces the final results for the year to 31
December 2024 as below.
These results were approved by the Board of Directors on 26 February 2025.
Greencoat UK Wind PLC is the leading listed renewable infrastructure fund,
invested in UK wind farms. The Company's aim is to provide investors with an
annual dividend that increases in line with RPI inflation while preserving the
capital value of its investment portfolio in the long term on a real basis
through reinvestment of excess cashflow over the long term.
The Company provides investors with the opportunity to participate directly in
the ownership of UK wind farms, so increasing the resources and capital
dedicated to the deployment of renewable energy and the reduction of
greenhouse gas emissions.
2024 Highlights
Performance
· Net cash generation (Group and wind farm SPVs) was £278.7
million.
· The Group's investments generated 5,484GWh of renewable
electricity.
Capital allocation
· The Company declared total dividends of 10 pence per share with
respect to the year and is targeting a dividend of 10.35 pence per share for
2025 (increased in line with December 2024 RPI).
· The Company bought back 59.2 million of its own shares at an
average cost of 137 pence per share.
· Accretive acquisition of a further 15.6 per cent interest in Kype
Muir Extension wind farm for £14.25 million from available cash and
divestment of 40 per cent interests in Douglas West and Dalquhandy wind farms
for £41 million.
· Further share buyback programme announced of £100 million over
the next 12 months, taking the total amount committed by the Company to share
buybacks to £200 million.
Balance sheet
· Oversubscribed debt refinancing with existing lenders, which
reduced the Company's RCF to £400 million, and refinanced £325 million of
near maturing term debt with £425 million of term debt on 5-7 year tenors.
· Aggregate Group Debt of £2,244 million as at 31 December 2024,
equivalent to 39.7 per cent of GAV.
Key Metrics
As at As at
31 December 2024
31 December 2023
Market capitalisation £2,878.5 million £3,502.9 million
Share price 127.7 pence 151.5 pence
Dividends with respect to the year £226.8 million £231.4 million
Dividends with respect to the year per share 10 pence 10 pence
GAV £5,652.7 million £6,169.0 million
NAV £3,409.1 million £3,794.0 million
NAV per share 151.2 pence 164.1 pence
TSR (8.6) per cent 5.4 per cent
Discount to NAV 15.6 per cent 7.7 per cent
CO(2) emissions avoided in the year 2.2 million tonnes 1.9 million tonnes
Homes powered in the year 2.0 million homes 1.8 million homes
Funds invested in community projects in the year £5.7 million £4.4 million
Commenting on today's results, Lucinda Riches, Chairman of Greencoat UK Wind,
said:
"The Board and the Investment Manager recognise that this has been a
challenging year for investors, but have been working hard to drive
shareholder value through proactive actions and continued active asset
management. Despite lower portfolio generation for the year, cash generation
has remained strong at £279m. Over the next five years we expect to generate
over £1 billion in excess cashflow, and additional capital should be
available through further opportunistic disposals, providing optionality for
capital allocation and shareholder returns.
"Notwithstanding the current market conditions, our simple, low risk and
proven model remains highly attractive. We have a sizeable and diverse
portfolio of high quality assets and are well positioned to help deliver the
UK government's net zero ambitions. We are continuing to deliver net returns
to investors of 10% on NAV, and we remain confident in our ability to continue
to meet our objectives of dividend growth in line with RPI and capital
preservation over the longer term."
Annual report
A copy of the annual report has been submitted to the National Storage
Mechanism and will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) . The annual report
will also shortly be available on the Company's website at
www.greencoat-ukwind.com (http://www.greencoat-ukwind.com) where further
information on the Company can also be found.
Details of the conference call for analysts and investors:
There will be a conference call at 8.30am today for analysts and investors.
Analysts and investors can register and watch the event at:
https://www.netroadshow.com/events/login?show=f8d7cd58&confId=77520
(https://url.jer.m.mimecastprotect.com/s/nUSbCnrk5yFpqvm0tJhPTJ0ajj?domain=netroadshow.com)
Presentation materials will be posted on the Company's
website, www.greencoat-ukwind.com (http://www.greencoat-ukwind.com) , from
8.30am.
For further information, please contact:
Greencoat UK Wind PLC 020 7832 9425
Stephen Lilley
Matt Ridley
Headland Consultancy 020 3805 4822
Stephen Malthouse
Rob Walker
Charlie Twigg
About Greencoat UK Wind
Greencoat UK Wind PLC is the leading listed renewable infrastructure fund,
invested in UK wind farms. The Company's aim is to provide investors with an
annual dividend that increases in line with RPI inflation while preserving the
capital value of its investment portfolio in the long term on a real basis
through reinvestment of excess cash flow.
The Company provides investors with the opportunity to participate directly in
the ownership of UK wind farms, so increasing the resources and capital
dedicated to the deployment of renewable energy and the reduction of
greenhouse gas emissions.
Defining Characteristics
Greencoat UK Wind PLC was designed for investors from first principles to be
simple, transparent and low risk.
· The Group is invested solely in UK wind farms.
· Wind is the most mature and largest scale renewable technology in the
UK.
· The UK has a long established regulatory regime, high wind resource
and over £100 billion worth of wind farms in operation.
· The Group is wholly independent and thus avoids conflicts of
interests in its investment decisions.
· The independent Board is actively involved in key investment
decisions and in monitoring the efficient operation of the assets, and works
in conjunction with the most experienced investment management team in the
sector.
· Low gearing is important to ensure a high level of cash flow
stability and higher tolerance to downside sensitivities.
· The Group invests in sterling assets and thus does not incur material
currency risk.
Chairman's Statement
I am pleased to present the Annual Report of Greencoat UK Wind PLC for the
year ended 31 December 2024.
The Board and the Investment Manager recognise that this has been a
challending year for shareholders and have been working hard to continue to
maximise value for shareholders. .
In July we saw the election of a government that is committed to delivering a
net zero electricity grid by 2030, which requires the sector to grow two to
threefold over the next decade. As the leading financial owner of
operational UK wind farms, we are well positioned to be a part of this
transformation.
Our net generating capacity is 2GW and last year we generated 5.5TWh of
renewable electricity, approximately 2 per cent of the UK's electricity
demand.
During 2024, the portfolio generated sufficient electricity to power 2.0
million homes and avoided CO2 emissions of approximately 2.2 millions tonnes
through the displacement of thermal generation.
Performance
Portfolio generation for the year was 5,484GWh, 13 per cent below budget owing
to low wind and lower availability, with a notable export cable failure at
Hornsea 1 in the first half of the year.
Despite lower than budgeted output, net cash generated by the Group and wind
farm SPVs was £279 million and underlying dividend cover for the period was
1.3x on £221 million of dividends paid in the year, normalised for the
additional dividend of 1.23 pence per share paid in early 2024 for 2023.
With the final dividend for the year, our investors will have received £1,215
million of dividends since listing and reinvested £935 million of excess cash
flow generation.
Dividends and Returns
Declared dividends for the year total 10 pence per share, with the fourth and
final quarterly dividend of 2.50 pence per share to be paid on 28 February
2025.
With our continuing strong cash flow and dividend cover we can confidently
target a dividend of 10.35 pence per share with respect to 2025, increased in
line with December's RPI of 3.5 per cent.
NAV decreased by 12.9 pence per share to 151.2 pence per share, with the most
significant movements from power price forecasts, largely seen in the first
half, and the results of wind yield analysis, announced with the Q4 NAV on 29
January 2025. As a result of the decrease in the Company's NAV, its TSR for
the year ending 31 December 2024 was -8.6 per cent.
Equity markets have continued to be challenging throughout the year, with
particular difficulties for investment trusts. Whilst interest rates have
started to fall, longer term gilt rates have risen towards the end of year and
outflows from the UK stock market have continued, resulting in a reduction in
the share price during the year. Some progress has been made to address cost
disclosure rules, which have served as an investment disincentive for wealth
and retail investors in alternative investment trusts, but a final resolution
and implementation has yet to arrive.
The Company has maintained its discount rates at higher levels, with the
forecast return to investors being 10 per cent return on NAV (net of all
costs). This includes reinvestment of excess cash generation (dividend cover)
in addition to the dividends paid. At the share price on 31 December 2024, the
return to shareholders is 12.5 per cent. Given the nature of the Company's
business, we believe that this return compares well with the 10 year gilt
rate, which was 4.5 per cent immediately prior to the date of this report.
Since listing, aggregate historical dividend cover of 1.8x, emanating from a
higher return, has enabled the Company to reinvest and grow its NAV
considerably more than its peers in addition to generating a higher dividend
yield.
Investment and divestment
During the year, we invested £14.25 million into a further 15.6 per cent
interest in Kype Muir Extension from free cash flow, increasing the Group's
stake in the wind farm to 65.5 per cent. In December, we completed our first
disposals, generating £41 million from the sale of 40 per cent interests in
Dalquhandy and Douglas West wind farms. These divestments were made at their
prevailing NAVs. Proceeds were used to buy back shares and reduce the
Company's drawn Revolving Credit Facility (RCF).
The Company has, and will continue, to deliver on its objectives by allocating
its capital wisely and to the advantage of its shareholders. The Company has
bought back over £100 million of its shares at a discount to NAV since
October 2023. Over the next five years, the Company expects that its excess
cash generation will exceed £1 billion, and that additional capital will be
available through further prudent disposals. The Company will has initiated a
further share buy back programme of £100 million. Remaining excess capital
will be applied dynamically and allocated between further, or accelerated,
share buy backs and repaying debt to reduce the Company's gearing level.
Outlook and Strategy
Wind continues to be the most mature and widely deployed renewable energy
technology in the UK (30 per cent of GB electricity generation in 2024).
The change in government during the year has resulted in a significant
increase in aspirations for the wind sector and for renewable generation in
general. Were the government's targets of doubling onshore and triple offshore
wind capacity to be realised by 2030, we estimate an additional £175 billion
of investment would be needed.
The Company continues to support the UK Government's commitment to achieve Net
Zero by 2050 through acquiring operational wind farms and thereby allowing
developers and utilities to recycle their capital into further renewable
energy projects, and by demonstrating the attractive long term returns in the
industry through our prudent management of wind farms, thereby reducing the
cost of capital.
Demand for green electrons continues to strengthen further. The continuing
decarbonisation of transport and heating through electrification, as well as
green hydrogen production, will require a further 30TWh of renewable
electricity per annum by 2030. This represents approximately one tenth of the
UK's current annual electrical demand and approximately five times the Group's
current annual electrical output.
Our Investment Objective has remained unchanged over the last 12 years since
listing: to provide shareholders with an annual dividend that increases in
line with RPI inflation while preserving the capital value of the investment
portfolio in real terms. Since listing, the dividend has been increased by
more than RPI, given the 14.2% increase in 2024, although currently NAV has
grown by slightly less than RPI.
Our objective has been achieved through a focused strategy of investing only
in wind farms and only in the UK while maintaining a balanced exposure to
power prices. Our intention remains to adhere to this core strategy, which we
believe will continue to generate market leading returns for investors.
The Company is investing in a mature and growing market, and the Board
believes that there should continue to be further opportunities for
investments that are beneficial to shareholders.
The Company regularly reviews its capital allocation policy by considering a
range of options to optimise returns to shareholders. In addition to
increasing the dividend by more than RPI, and making an additional dividend
payment of £29 million in early 2024, the Company has been buying back shares
since October 2023. During 2024, the Company bought back 59.2 million shares
and at the date of this report has bought back 73.5 million shares at an
average cost of 136.8 pence per share.
The Company maintains a disciplined approach to acquisitions, only investing
when it is considered to be in the interests of shareholders to do so. During
2024, the Company made an accretive £14.25m follow-on investment in Kype Muir
Extension, which offered shareholders better value than an additional buyback
of the Company's shares. We continue to pursue opportunistic disposals with a
view to generating further capital for allocation to the advantage of the
Company's shareholders.
Through strong cash flow and dividend cover, coupled with our disciplined
approach to capital allocation, we are confident in our ability to continue to
meet the objectives of dividend growth in line with RPI and long term capital
preservation in real terms.
Health and Safety and the Environment
As a responsible investor in operating wind farms, the Company takes its
health and safety responsibilities very seriously. We work with our Investment
Manager to promote the highest standard of health, safety and environmental
management practices in managing our portfolio of investments. Detailed key
performance indicators and the results of audits are regularly reviewed by the
Board and action taken where necessary. We continue to monitor the standards
maintained by the operators of our wind farm investments, to ensure that these
are at least in line with the wider industry, while seeking continuous
improvement.
Climate Change and Sustainability
As a Company investing in wind farms, our strategy and activities naturally
make a positive contribution towards the worldwide goal of achieving a net
zero carbon emissions economy and limiting global warming to 1.5°C. The
Company also considers the recommendations of the Taskforce for
Climate-related Financial Disclosures ("TCFD"). Detailed disclosures can be
found in the Strategic Report.
The Company is an Article 9 fund under the EU Sustainable Financial Disclosure
Regulation ("SFDR"). The Company's Investment Policy supports the
environmental objective of climate change mitigation that helps to facilitate
the transition to a low carbon economy. The Company will continue to provide
periodic reporting as required under Article 9 of the SFDR in its Annual
Report.
In 2024, following an assessment of the final FCA Sustainability Disclosure
Requirement ("SDR") rules by the Investment Manager, the Board approved the
adoption of the Sustainability Focus label, reflecting the Company's
Investment Objective to invest mostly in operating wind farms. Through
investing in wind farms, the Company generates renewable electricity that
helps to facilitate the transition to a low carbon economy and contributes to
the environmental objective of climate change mitigation.
The Board, Governance and Executive Management
On 1 March 2024, Abigail Rotheroe joined the Board. Abigail brought with her
extensive experience in the investment and asset management industry, with a
focus on ESG.
On 1 February 2025, Taraneh Azad joined the Board. Taraneh brings with her
experience in global energy markets and strategic insight into sustainability
and energy transition.
Both Abigail and Taraneh bring experience that complements and broadens the
skillset of the Board.
At the Company's AGM on 24 April 2024, Martin McAdam retired from the Company
and on behalf of the Board, I would like to thank him for his services as a
non-executive Director since his appointment in 2015 and for his wisdom and
insight.
The annual internal evaluation of the Board raised no significant issues. The
Group's governance is further described in the Corporate Governance Report.
We have also announced that Stephen Lilley will be stepping down from leading
the Investment Manager after the AGM on 24 April 2025 . At that point, Matt
Ridley will be joined by Steve Packwood, as investment managers of the
Company. The Board would like to thank Stephen for his vision, judgement and
unwavering commitment to list, manage and grow the Company over the last 12
years and look forward to continuing to work alongside Matt and Steve as the
Company continues to develop.
We also recently announced that we have agreed a change in the way that we
remunerate the Investment Manager. Given that the shares have traded at a
discount for some time now, we believed that it was appropriate that the
Investment Management fee was linked to the value of the shares managed, so we
changed the basis of remuneration to the lower of market capitalisation and
NAV. This change took effect at the beginning of 2025. In addition to
fostering even stronger alignment with the Company's shareholders, the
revision in fee structure demonstrates sector leadership and strong corporate
governance.
The Board and Investment Manager are keen to demonstrate their commitment to
making the right decisions for shareholders.
Annual General Meeting
At the AGM on 24 April 2024, the Company held a Continuation Vote as a
consequence of trading at an average discount to NAV of 10.5 per cent over the
12 month period ending 31 December 2023, with 11 per cent of shareholders
voting in favour of discontinuation, therefore, the resolution confirmed
continuation. I reiterate my gratitude to shareholders for their continued
support of the Company on behalf of the Board and the Investment Manager.
Given the shares have traded at a discount greater than 10 per cent on average
during 2024, a continuation vote with also be held at the AGM, which will take
place at 4pm on 24 April 2025 at the office of the Investment Manager.
Details of the formal business of the meeting are set out in a separate
circular which is sent to shareholders with the Annual Report.
Lucinda Riches C.B.E.
Chairman
26 February 2025
Investment Manager's Report
The Investment Manager
The investment management team covers all the skills and experience required
to manage the Group: investment, ownership, finance and operation. The
Investment Manager is authorised and regulated by the Financial Conduct
Authority and is a full scope UK AIFM.
The team is led by Stephen Lilley and Matt Ridley.
As part of a phased succession process from the Company's founders, Stephen
Lilley will be stepping down after the AGM on 24 April 2025. Matt Ridley will
be joined by Steve Packwood as investment managers of the business.
Steve brings a broad experience in the renewables industry including the
development, construction, financing and operations of wind farms across
Europe.
The other key figures in the Investment Manager's team dedicated to managing
the Company remain unchanged, and the majority of the team have been involved
in the management of the Group for over 6 years. The investment management
team has breadth and depth, with core competencies across investment, asset
management and finance, and is supported by the 120 strong wider team within
the Investment Manager.
Investment Portfolio
As at 31 December 2024, the Group owned investments in a diversified portfolio
of 49 operating UK wind farms totalling 1,983MW.
Asset Management
The Group operates a sizeable and diverse portfolio of 49 assets with net
generating capacity of 2GW. The Investment Manager has an experienced and
specialist asset management team, which has expanded considerably as the
portfolio has grown. The team focuses on the safe and optimal performance of
the Group's assets, as well as ensuring the delivery of the Company's long
term investment case. The team continues to move forward several key
initiatives to optimise the performance of the Group's assets, creating long
term value for shareholders. Initiatives include, for instance, lease
extensions, turbine performance upgrades, and revenue and operating cost
optimisation. Together these initiatives have, since 2016, added approximately
£143 million to NAV.
Operating and Financial Performance
Portfolio generation in the year was 5,484GWh, 13 per cent below budget owing
to low wind.
The following table shows wind speed and portfolio generation since IPO:
UK weighted average wind speed Generation
(variation to long term mean) ((1))
(variation to budget) ((2))
2013 (adjusted) +3% +12%
2014 -2% 1%
2015 +5% +15%
2016 -4% -2%
2017 1% -1%
2018 -2% -2%
2019 -6% -7%
2020 +4% -1%
2021 -10% -19%
2022 -3% -3%
2023 -5% -11%
2024 -3% -11%
((1)) Current year and historical figures updated against an updated 20 year
average long term mean.
((2)).Current year and historical budget figures adjusted to reflect current
P50 figures.
The portfolio's generating budget is a long term (30 years) estimation. The
annual standard deviation of wind speed is 6 per cent and the annual standard
deviation of generation is 10 per cent (less than 2 per cent over 30 years).
The Company periodically reviews the portfolio's energy yield estimates and
decided to harmonise the data set used in long term wind speed correlation in
conjunction with an expert third party. This has also added a number of recent
years to the correlation data which, as can been seen in the table above, are
lower than long term average UK wind speeds. This has served to lower the long
term average, resulting in a 2.4 per cent reduction in long term generation
expectations.
Net cash generated by the Group and wind farm SPVs was £278.7 million and
dividend cover for the year was 1.3x.
Group and wind farm SPV cash flows For the year ended 31 December 2024
£'000
Net cash generation ((1)) 278,724
Dividends paid (249,777)
Net disposals ((2)) 25,045
Transaction costs (522)
Share buybacks (80,418)
Share buyback costs (521)
Net amounts drawn under debt facilities (30,000)
Upfront finance costs (8,721)
Movement in cash (Group and wind farm SPVs) (66,190)
Opening cash balance (Group and wind farm SPVs) 221,217
Closing cash balance (Group and wind farm SPVs) 155,027
Net cash generation 278,724
Dividends ((3)) 221,176
Dividend cover 1.3x
((1) ) Alternative Performance Measure as defined below.
((2) ) Includes net cash acquired and disposed.
((3) ) Dividends adjusted by £28,601k for additional dividends paid to
bring the 2023 dividend to 10 pence per share.
The following tables provide further detail in relation to net cash generation
of £278.7 million:
Net Cash Generation - Breakdown ((1)) For the year ended
31 December 2024
£'000
Revenue 771,106
Operating expenses (216,436)
Tax (66,690)
SPV level debt interest (17,758)
SPV level debt amortisation (62,726)
Other (8,116)
Wind farm cash flow 399,380
Management fee (30,522)
Operating expenses (3,169)
Ongoing finance costs (92,224)
Other 6,582
Group cash flow (119,333)
VAT (Group and wind farm SPVs) (1,323)
Net cash generation 278,724
(1 ) Alternative Performance Measure as defined below.
Net Cash Generation - Reconciliation to Net Cash Flows from Operating For the year ended
Activities ((1))
31 December 2024
£'000
Net cash flows from operating activities ((2)) 391,011
Movement in cash balances of wind farm SPVs ((3)) (21,722)
Movement in security cash deposits ((4)) (26,779)
Repayment of shareholder loan investment ((2)) 28,439
Finance costs ((2)) (100,946)
Upfront finance costs ((5)) 8,721
Net cash generation 278,724
(1) Alternative Performance Measure as defined below.
(2) Consolidated Statement of Cash Flows.
(3) Includes net cash acquired and disposed.
(4) Note 11 to the Consolidated Financial Statements.
(5) £7,725k facility arrangement fees plus £1,216k professional fees plus
£3,374k swap termination fees less £3,594k income on swap termination per
Note 13 to the Consolidated Financial Statements.
Investment and Gearing
The Investment Manager believes that there should continue to be further
opportunities for investments that are beneficial to shareholders in the
medium and long term. The Company will maintain its disciplined approach to
acquisitions, and, at present, expects only to invest in further assets when
it is considered to be more accretive than buying back shares, or repaying
debt.
The Company continued its £100 million share buyback programme, having now
repurchased 65.8 million shares as of 31 December 2024, at an average cost of
138 pence per share. The Company will initiate a further share buyback
programme of at least £100 million. Remaining excess capital will be applied
dynamically and allocated between further, or accelerated, share buybacks and
repaying debt to reduce the Company's gearing level
The Company recently announced its first disposal of a 40 per cent stake in
Dalquhandy and Douglas West, and continues to progress other selective
disposals, with the aim of generating further capital to deploy to the
advantage of its shareholders. In the near term, any disposal proceeds would
be expected to repay the Company's RCF.
As at 31 December 2024, Aggregate Group Debt was £2,244 million, comprising
£1,464 million((1)) of term debt at Company level, £270 million drawn under
the Company's RCF plus £510 million being the Group's share of limited
recourse debt in Hornsea 1. Cash balances (Group and wind farm SPVs) as at 31
December 2024 were £155 million.
(1 ) Term debt comprises £1,490 million of loan facilities less
£26 million relating to the fair value of interest rate swaps held at Group
level.
Gearing as at 31 December 2024 was 39.7 per cent of GAV, with a weighted cost
of debt of 4.68 per cent across a spread of maturities (November 2026 to March
2036):
Facility Maturity date Loan principal Loan margin Swap rate All-in rate Fair Value of Swap
£ 000 % / SONIA % £ 000
%
RCF 26 Sep 27 270,000 1.5000 4.8500 ((2)) 6.3500 -
NAB 1 Nov 26 75,000 1.5000 1.5980 3.0980 (4,050)
NAB 1 Nov 26 25,000 1.5000 0.8425 2.3425 (1,711)
CIBC 14 Nov 26 100,000 1.4000 0.8133 2.2133 (6,937)
Lloyds 9 May 27 150,000 1.6000 5.7360 7.3360 5,165
CBA 4 Nov 27 100,000 1.6000 1.3680 2.9680 (8,204)
ABN AMRO 2 May 28 100,000 1.7500 5.1330 6.8830 3,214
Virgin Money 3 May 28 50,000 1.7500 5.0880 6.8380 1,531 ((3))
Barclays 3 May 28 25,000 1.7500 5.0880 6.8380 766
ANZ 3 May 28 75,000 1.7500 5.4750 7.2250 3,106
NAB 26 Sep 29 100,000 1.5500 3.6660 5.2160 (1,991)
ANZ 26 Sep 29 75,000 1.6000 3.6412 5.2412 (1,601)
AXA 31 Jan 30 125,000 - - 3.0300 -
AXA 31 Jan 30 75,000 1.7000 1.4450 3.1450 (9,938) ((4))
CBA 26 Sep 30 150,000 1.6500 3.6300 5.2800 (3,290)
AXA 28 Apr 31 25,000 - - 6.4300 -
AXA 28 Apr 31 115,000 1.8000 4.8500 ((2)) 6.5000 -
AXA 26 Sep 31 25,000 - - 5.4420 -
CIBC 26 Sep 31 100,000 1.7500 3.6545 5.4045 (2,276)
Hornsea 1((5)) 31 Mar 36 509,849 - - 2.6000 -
2,269,849 Weighted average 4.6770 (26,217)
( )
((1)) Term debt comprises £1,490 million of loan facilities less £26 million
relating to the fair value of interest rate swaps held at Group level.
((2)) Facility pays SONIA as variable rate.
((3)) Virgin Money debt tranche hedged with Barclays swap.
((4)) AXA debt tranche hedged with an NAB swap.
((5)) Reflecting the fair value of debt at SPV level, which is not included in
the Consolidated Statement of Financial Position.
The Group completed a £725 million refinancing of its RCF and near maturing
term loans in September 2024 with its existing set of lenders. The process
also involved migrating all lenders to a Common Terms Agreement, which
provides the Group with a consistent set of terms across its facilities.
The Company reduced the size of its RCF to £400 million (down from £600
million), of which £270 million was drawn at 31 December 2024 and refinanced
£325 million of term loans that were due to expire between November 2024 and
May 2026. The Company's next maturing term facility expires in November 2026.
As part of the debt refinancing, the Company migrated its interest rate swaps
to Holdco. As a result, the Company is no longer required to cash
collateralise against any unfavourable positions of its interest rates swaps,
which was beneficial to the Company's use of capital. A further consequence is
that the Group must now reflect the fair value of its interest rate swaps in
its Aggregate Group Debt for its NAV calculation as well as within its loans
and borrowings on its Consolidated Statement of Financial Position.
Net Asset Value
The following table sets out the movement in NAV from 31 December 2023 to 31
December 2024:
£'000 Pence per share
NAV as at 31 December 2023 3,793,997 164.1
Net cash generation 278,724 12.4
Dividend (249,777) (11.1)
Depreciation (58,484) (2.6)
Power price (116,616) (5.2)
Inflation (31,765) (1.4)
Energy yield (146,844) (6.5)
Movements in fair value of debt 26,217 1.2
Share buybacks (80,939) 0.6
Accretive investment 5,494 0.2
Other ((1)) (10,903) (0.5)
NAV as at 31 December 2024 3,409,104 151.2
((1)) Includes annual budget updates and debt refinancing cashflows.
Reconciliation of Statutory Net Assets to Reported NAV
As at As at
31 December 2024
31 December 2023
£'000 £'000
Operating portfolio 5,516,201 5,964,343
Cash (wind farm SPVs) 135,892 159,293
Fair value of investments((1)) 5,652,093 6,123,636
Cash (Group) 19,135 21,805
Other relevant assets/(liabilities) (18,492) 23,556
GAV 5,652,736 6,168,997
Aggregate Group Debt((1)) (2,243,632) (2,375,000)
NAV 3,409,104 3,793,997
Reconciling items - -
Statutory net assets 3,409,104 3,793,997
Shares in issue 2,254,109,306 2,312,131,799
NAV per share (pence) 151.2 164.1
((1)) Includes limited recourse debt of £510 million at Hornsea 1, not
included in the Consolidated Statement of Financial Position.
Health and Safety and the Environment
Health and safety is of key importance to both the Company and the Investment
Manager.
The Investment Manager is an active member of SafetyOn, the UK's leading
health and safety focused organisation for the onshore wind industry. The
Investment Manager also has its own health and safety forum, chaired by
Stephen Lilley, where best practice is discussed and key learnings from
incidents across the industry are shared.
During the year, routine health and safety audits were conducted across 13
sites by an independent consultant. In addition, the Investment Manager
undertook 44 safety walks. No material areas of concern were identified from
all audits and safety walks performed in the year.
The Company has continued to contribute to local community funds and to invest
in a range of local environmental and social projects. In addition, the
Company has funded a £250,000 programme to advance knowledge on blade
recycling and repurposing. During the year, the 'Added Value Coatings'
research project concluded and identified that successful grinding of recycled
materials could be added to new turbine materials without compromising the
physical properties of the blades.
During 2024, the portfolio powered approximately 2.0 millions homes and
avoided the emission of approximately 2.2 millions tonnes of CO2.
Power Price
Long term power price forecasts are provided by a leading market consultant,
updated quarterly, and may be adjusted by the Investment Manager where more
conservative assumptions are considered appropriate. Short term power price
assumptions reflect the forward curve as at 31 December 2024.
A discount of 10-20 per cent is applied to power price assumptions in all
years to reflect the fact that wind generation typically captures a lower
price than the base load power price. During the year, the portfolio captured
an average price of £64.64/MWh versus an average N2EX index price of
£72.45/MWh (11 per cent discount).
In addition to the above capture discount, a further discount is applied to
reflect the terms of each PPA. The price of some PPAs is expressed as a
percentage of a given price index, whereas other PPAs include a fixed £/MWh
discount to the price index. Other PPAs pay a fixed £/MWh price for power.
The following table and chart show the assumed power price (post capture
discount, pre PPA discount) and also the price post a representative PPA
discount (90 per cent x index price).
£/MWh (real 2023) 2025 2026 2027 2028 2029 2030 2031
Pre PPA discount 73.26 64.86 63.50 64.80 65.52 65.12 63.60
Post representative PPA discount 65.93 58.37 57.15 58.32 58.97 58.61 57.24
2032 2033 2034 2035 2036 2037 2038 2039 2040 2041
Pre PPA discount 61.60 61.04 61.04 60.08 62.72 62.56 60.80 60.88 56.96 55.52
Post representative PPA discount 55.44 54.94 54.94 54.07 56.45 56.30 54.72 54.79 51.26 49.97
2042 2043 2044 2045 2046 2047 2048 2049 2050 2051
Pre PPA discount 54.64 54.88 56.16 55.52 54.80 53.92 53.36 54.48 52.56 53.04
Post representative PPA discount 49.18 49.39 50.54 49.97 49.32 48.53 48.02 49.03 47.30 47.74
2052 2053 2054 2055 2056 2057 2058 2059 2060 2061
Pre PPA discount 51.76 50.80 50.56 50.48 50.80 48.64 46.80 45.92 44.00 43.20
Post representative PPA discount 46.58 45.72 45.50 45.43 45.72 43.78 42.12 41.33 39.60 38.88
The portfolio benefits from a substantial fixed revenue base. Furthermore,
most fixed revenues are index linked (RPI in the case of ROCs, CPI in the case
of CFDs).
The fixed revenue base means that dividend cover is robust in the face of
extreme downside power price sensitivities:
2025 2026 2027 2028 2029
RPI increase (%) 3.5 3.5 3.5 3.5
Dividend (pence / share) 10.35 10.71 11.09 11.48 11.88
Dividend (£ 000) 233,300 241,466 249,917 258,664 267,717
Dividend cover (x)
Base case 1.9 1.9 1.9 2.0 2.1
£50/MWh 1.5 1.6 1.6 1.6 1.6
£40/MWh 1.4 1.5 1.4 1.4 1.4
£30/MWh 1.3 1.3 1.2 1.2 1.2
£20/MWh 1.1 1.1 1.0 1.0 0.9
£10/MWh 1.0 0.9 0.8 0.8 0.7
All numbers illustrative. Power prices real 2023, pre PPA discount.
The Group's strategy remains to maintain an appropriate balance between fixed
and merchant revenue. To the extent that merchant revenues were to increase as
a proportion of total revenues then new fixed price PPAs would be entered
into. However, it is likely that an appropriate revenue balance would be
maintained through the acquisition of new fixed revenue streams (for example,
offshore wind CFD assets) or divestment of merchant assets.
The Company notes that in December, the Government published an Autumn Update
on REMA. Policy choices are expected to be made by mid-2025, and the central
issue is whether to adopt either a zonal electricity market design, or to
re-design the current national market. The Government has previously stated
that the implementation of either choice would take up to 5 years and there is
continued recognition that investor confidence must be maintained through any
reforms.
The Company has successfully navigated changes to the electricity market,
including the introduction of the CFD regime, the Capacity Market and the
Electricity Generation Levy and continues to be an active participant in
reform discussions. The Company, and other leading investors in the sector,
continue to reinforce to the Government the importance of investor confidence
in the sector.
Inflation
Base case assumptions in relation to inflation are:
CPI: 2.5 per cent (all years)
RPI: 3.5 per cent (2025-2030), 2.5 per cent (2031 onwards)
The ROC price is inflated annually from 1 April each year based on the
previous year's average RPI. For example, on 1 April 2025, the ROC price will
increase by 3.6 per cent (average RPI over 2024).
CFD prices are also inflated annually from 1 April each year. However, in the
case of CFDs, the price is inflated based on January CPI. For example, on 1
April 2025, CFD prices will increase by 3.0 per cent (January 2025 CPI).
Given the explicit inflation linkage of a substantial proportion of portfolio
revenue (ROCs, CFDs, certain PPAs) and the implicit inflation linkage inherent
in power prices, there is a strong link between inflation and portfolio
return.
Returns
The levered portfolio IRR stands at 11 per cent. Given that the Company's
ongoing charges ratio is less than 1 per cent, the net return to investors is
thus 10 per cent (assuming investment at a share price equal to NAV - the
return is greater assuming investment at a share price below NAV).
A 10 per cent inflation linked return should be very attractive versus other
investment opportunities. The Company's 12 year track record demonstrates
relatively low volatility and the historical and projected dividend cover is
robust. By investing in operating UK wind farms (that are higher returning
than European or solar generation assets, and lower risk than batteries or
development assets), the Company aims to continue to generate consistent
superior risk adjusted returns.
A total return of 10 per cent and a dividend yield of 6 per cent would imply
NAV growth of 4 per cent. The total return is more important than the dividend
yield, which depends on the chosen dividend policy (the Company could choose a
different combination of dividend yield and NAV growth).
Excess cash generation (dividend cover) is reinvested to drive NAV growth.
Therefore, the size of dividend cover is important; it is not just a question
of "covered or not covered". The business model is self funding and does not
rely on further equity issuance.
Since IPO, aggregate historical dividend cover has been 1.8x and the Group has
reinvested £935 million to deliver long term growth in NAV on a real basis.
The chart below shows NAV per share versus RPI:
Outlook
The Group expects to continue generating strong cashflow and dividend cover.
Coupled with opportunistic disposals, the Group expects to have over £1
billion of capital to allocate over the next five years to enable it to grow
its dividend in line with RPI and to provide long term capital preservation in
real terms.
Whilst the Group maintains a disciplined approach to acquisitions, the size of
the market it operates in is expected to continue to grow. There are currently
approximately 31GW (over £100 billion) of operating UK wind farms (16GW
onshore plus 15GW offshore). The Group's market share is approximately 6 per
cent.
In December the Government published the Clean Power 2030 Action Plan, which
sets out its delivery plan to accelerate to a clean electricity grid by 2030.
One of the stated goals is a twofold increase in onshore wind capacity and a
fourfold increase in offshore wind capacity by 2030. The market opportunity
therefore remains vast.
The portfolio is robust in the face of downside power price sensitivities and
remains exposed to significant upside (power prices, asset life extension,
asset optimisation, new revenue streams, interest rate cycle etc). The levered
portfolio IRR of 11 per cent and net return to investors of 10 per cent (at
NAV) should be very attractive versus other investment opportunities.
Given the leading market position of the Group and the Investment Manager,
there is no shortage of investment opportunities, further fuelled by the
challenging fundraising environment affecting all buyers (in both public and
private markets). The Company will continue to review its capital allocation
policy and will assess new acquisitions in this light.
In general, the outlook for the Group is extremely encouraging.
Strategic Report
Introduction
The Directors present their Strategic Report for the year ended 31 December
2024. Details of the Directors who held office during the year and as at the
date of this report are given below.
Investment Objective
The Company's aim is to provide investors with an annual dividend that
increases in line with RPI inflation while preserving the capital value of its
investment portfolio in the long term on a real basis through reinvestment of
excess cash flow.
The Company provides investors with the opportunity to participate directly in
the ownership of UK wind farms, so increasing the resources and capital
dedicated to the deployment of renewable energy and the reduction of
greenhouse gas emissions.
The target return to investors is an IRR, net of fees and expenses, of 10 per
cent. As a result of the Company's prospects, strong balance sheet and cash
flow generation, the Board decided to increase the 2025 target dividend to
10.35 pence per share, which represents a 3.5 per cent increase above the
target dividend for 2024 and is in line with than December 2024 RPI. The Board
also decided to pay a 2.5 pence per share dividend for Q4 2024, bringing the
2024 full year dividend to 10 pence per share.
Progress on the objectives is measured by reference to the key metrics as
provided above.
Investment Policy
The Group invests in UK wind farms predominantly with a capacity of over 10MW.
Low gearing ensures that the annual dividend is sufficiently protected against
lower power prices. This means that the Group also has the ability to benefit
from higher power prices as it is not required to enter into long term fixed
price contracts.
The Group generally uses debt to make additional investments and intends to
continue to use short term debt facilities to make further investments, where
appropriate. The Group will look to repay its short term debt facilities by
refinancing them with longer term debt facilities or in the equity markets in
order to refresh its debt capacity. The Group will look to repay its short
term debt facilities with proceeds from disposing of investments. While debt
facilities are drawn, the Group benefits from an increase in investor returns
because borrowing costs are below the underlying return on investments.
The Board believes that there is a significant market in which the Group can
continue to grow over the next few years.
Capital Allocation
The Company regularly reviews its capital allocation policy by considering a
range of options to optimise returns to shareholders. In January 2025, as part
of this consideration, the Company announced an increase in its annual
dividend target for 2025 to 10.35 pence per share, in line with December's RPI
of 3.5 per cent. The dividend with respect to the final quarter
of the year will be 2.5 pence per share, taking the annual dividend for 2024
to 10 pence per share.
Through its share buyback programme, the Company bought back 59.2 million
shares during the year at an average cost of 137 pence per share.
In September 2024, the Company refinanced £725 million of its debt facilities
and reduced its RCF to £400 million, with a lower margin of 1.5 per cent.
Additionally, the Company refinanced £325 million of near maturing term loans
in addition to placing £100 million of new term debt, resulting in a weighted
average cost of debt 4.68 per cent across all facilities.
The Company maintains a disciplined approach to acquisitions and disposals,
only transacting when it is considered to be in the interests of shareholders
to do so. With the Company's share price continuing to trade at a discount to
NAV, the alternatives for capital allocation warrant significant
consideration.
Structure
The Company is a UK registered investment company with a premium listing on
the London Stock Exchange. The Group comprises the Company and Holdco. Holdco
invests in SPVs which hold the underlying wind farm assets. The Group employs
Schroders Greencoat LLP as its Investment Manager.
Discount Control
The Articles of Association require a continuation vote by shareholders if the
share price were to trade at an average discount to NAV of 10 per cent or more
over a 12 month period. This vote was put to shareholders at the AGM on 24
April 2024 and the Company received 88.69 per cent support in continuing in
its current form.
During the year, the Company's shares have traded at an average discount to
NAV of 14 per cent. In accordance with the Company's Articles of Association,
a continuation vote will be proposed at the 2025 AGM.
It is the intention of the Board for the Company to buy back its own shares in
the market through its £100 million share buyback programme if the share
price continues to trade at a material discount to NAV, providing that it is
in the interests of shareholders to do so.
Review of Business and Future Outlook
A detailed discussion of individual asset performance and a review of the
business in the year together with future outlook are covered in the
Investment Manager's Report.
Key Performance Indicators
The Board believes that the key metrics detailed above, which are typical for
investment entities, will provide shareholders with sufficient information to
assess how effectively the Group is meeting its objectives.
Ongoing Charges
The ongoing charges ratio of the Company is 0.95 per cent of the weighted
average NAV for the year to 31 December 2024. This is made up as follows and
has been calculated using the AIC recommended methodology.
31 December 2024 31 December 2023
£'000 % £'000 %
Total management fee 31,043 0.87% 32,844 0.86%
Directors' fees 415 0.01% 385 0.01%
Other ongoing expenses ((1)) 2,336 0.07% 2,058 0.05%
Total 33,794 0.95% 35,287 0.92%
Weighted average NAV 3,579,180 3,834,654
((1)) Other ongoing expenses do not include £1,907k of management and
administration fees relating to the wind farm SPVs that is recharged to them,
£1,153k of broken deal and project costs, and £386k of other non recurring
costs.
If the Company's share price trades at 20 per cent discount to its reported
NAV, the 2025 ongoing charges ratio is expected to be 0.81 per cent.
The Investment Manager is not paid any performance or acquisition fees.
Employees and Officers of the Company
The Company does not have any employees and therefore employee policies are
not required. The Directors of the Company are listed below.
Principal Risks and Uncertainties
In the normal course of business, each investee company has a rigorous risk
management framework with a comprehensive risk register that is reviewed and
updated regularly and approved by its board. The principal risks identified by
the Board to the performance of the Group are detailed below.
The Board maintains a risk matrix setting out the risks affecting both the
Group and the investee companies. This risk matrix is reviewed and updated at
least annually to ensure that procedures are in place to identify principal
risks and to mitigate and minimise the impact of those risks should they
crystallise. This risk matrix is also reviewed and updated to identify
emerging risks, such as climate related risks, and to determine whether any
actions are required. This enables the Board to carry out a robust assessment
of the risks facing the Group, including those risks that would threaten its
business model, future performance, solvency or liquidity.
The risk appetite of the Group is considered in light of the principal risks
and their alignment with the Company's Investment Objective. The Board
considers the risk appetite of the Group and the Company's adherence to the
Investment Policy in the context of the regulatory environment taking into
account, inter alia, gearing and financing risk, wind resource risk, the level
of exposure to power prices and environmental and health and safety risks.
As it is not possible to eliminate risks completely, the purpose of the
Group's risk management policies and procedures is to reduce risks and to
ensure the Group is adequately prepared to respond to such risks and minimise
any impact should they materialise.
The spread of assets within the portfolio ensures that the portfolio benefits
from a diversified wind resource and spreads the exposure to a number of
potential technical risks associated with grid connections and with local
distribution and national transmission networks. In addition, the portfolio
includes 6 different turbine manufacturers, which diversifies technology and
maintenance risks. Finally, each site contains a number of individual
turbines, the performance of which is largely independent of other turbines.
Risks Affecting the Group
Investment Manager
The ability of the Group to achieve the Company's Investment Objective depends
heavily on the experience of the management team within the Investment Manager
and more generally on the Investment Manager's ability to attract and retain
suitable staff. The sustained growth of the Group depends upon the ability of
the Investment Manager to identify, select and execute further investments
which offer the potential for satisfactory returns.
The Investment Management Agreement includes key man provisions which would
require the Investment Manager to employ alternative staff with similar
experience relating to investment, ownership, financing and management of wind
farms should any key man cease to be employed by the Investment Manager. The
Investment Management Agreement ensures that no investments are made following
the loss of key men until suitable replacements are found and there are
provisions for a reduction in the investment management fee during the loss
period. It also outlines the process for key man replacement with the Board's
approval. In addition, the key men are shareholders in the Company.
The Investment Manager is one of Europe's leading renewable investment
managers, which employs over 120 professionals and has c.£10 billion of
assets under management. The Investment Manager is 75 per cent owned by
Schroders Group PLC, founded over 200 years ago, and managing over £777
billion of assets (as of 30 September 2024) with over 6,000 staff globally.
Financing Risk
The Group will finance further investments either by borrowing or by issuing
further shares in addition to its cash resources. The ability of the Group to
deliver expected real NAV growth is dependent on access to debt facilities and
equity capital markets. There can be no assurance
that the Group will be able to borrow additional amounts or refinance on
reasonable terms or that there will be a market for further raising of equity.
Investment Returns Become Unattractive
Higher interest rates could persist, making the listed infrastructure asset
class relatively less attractive to investors. In such circumstances, it is
likely that discount rates would be adjusted to maintain a suitable premium
over increased risk free rates.
Risks Affecting Investee Companies
Regulation
If a change in Government renewable energy policy were applied retrospectively
to current operating projects including those in the Group's portfolio, this
could adversely impact the market price for renewable energy or the value of
the green benefits earned from generating renewable energy. The Government has
evolved the regulatory framework for new projects being developed but has
consistently stood behind the framework that supports operating projects as it
understands the need to ensure investors can trust regulation.
Electricity Prices
Other things being equal, a decline in the market price of electricity would
reduce the investee companies' revenues.
The Group's dividend policy has been designed to withstand significant short
term variability in power prices. A longer period of power price decline would
materially affect the revenues of investee companies.
Wind Resource
The investee companies' revenues are dependent upon wind conditions, which
will vary across seasons and years within statistical parameters. The standard
deviation of energy production is 10 per cent over a 12 month period (less
than 2 per cent over 30 years). Since long term variability is low, there is
no significant diversification benefit to be gained from geographical
diversification across weather systems.
The Group does not have any control over the wind resource but has designed
its dividend policy such that it can withstand significant short term
variability in production relating to wind. Before investment, the Group
carries out extensive due diligence and relevant historical wind data is
available over a substantial period of time. The other component of wind
energy
generation, a wind farm's ability to turn wind into electricity, is mitigated
by purchasing wind farms, where possible, with a proven operating track
record.
When acquiring wind farms that have only recently entered into operation, only
limited operational data is available. In these instances, the acquisition
agreements with the vendors of these wind farms will include a ''wind energy
true-up'' or an appropriate discount to the purchase price.
Asset Life
In the event that the wind turbines do not operate for the period of time
assumed by the Group or require higher than expected maintenance expenditure
to do so, it could have a material adverse effect on investment returns.
The Group performs regular reviews and ensures that maintenance is performed
on all wind turbines across the wind farm portfolio. Regular maintenance
ensures the wind turbines are in good working order, consistent with their
expected life-spans.
Health and Safety and the Environment
The physical location, operation and maintenance of wind farms may, if
inadequately assessed and managed, pose health and safety risks to those
involved. Inappropriate wind farm operation and maintenance may result in
bodily injury, particularly if an individual were to fall from height, fall or
be crushed in transit from a vessel to an offshore installation or be
electrocuted. If an accident were to occur in relation to one or more of the
Group's investments and if the Group were deemed to be at fault, the Group
could be liable for damages or compensation to the extent such loss is not
covered by insurance policies. In addition, adverse publicity or reputational
damage could follow.
The Board reviews health and safety at each of its scheduled Board meetings
and Jim Smith serves as the appointed Health and Safety Director. The Group
also engages an independent health and safety consultant to ensure the ongoing
appropriateness of its health and safety policies.
The investee companies comply with all regulatory and planning conditions
relating to the environment, including in relation to noise emissions, habitat
management and waste disposal.
Going Concern
As further detailed in note 1 to the financial statements, the Directors have
a reasonable expectation that the Company and the Group have adequate
resources to continue in operational existence from the date of approval of
this report to at least February 2026.
The Board note that the Group's Consolidated Statement of Comprehensive Income
showed a loss for the year after tax of £55 million (2023: £126 million
profit). As the Company is an investment entity under IFRS 10, the loss after
tax has been caused by a decrease in the Group's investments at fair value
through profit and loss and the Company's reported NAV. This loss after tax
does not reflect the trading performance Group or its portfolio during the
year.
Accordingly, the Directors continue to adopt the going concern basis in
preparing the financial statements
Longer Term Viability
As further disclosed below, the Company is a member of the AIC and complies
with the AIC Code. In accordance with the AIC Code, the Directors are required
to assess the prospects of the Group over a period longer than the 12 months
associated with going concern. The Directors conducted this review for a
period of 10 years, which is deemed appropriate, given the long term nature of
the Group's investments which are modelled over 30 years, coupled with its
long term strategic planning horizon.
In considering the prospects of the Group, the Directors looked at the key
risks facing both the Group and the investee companies, focusing on the
likelihood and impact of each risk as well as any key contracts, future events
or timescales that may be assigned to each key risk. The Directors also tested
and are comfortable that the Company would continue to remain viable under
several robust downside scenarios, including loss of government subsidies and
a significant decline in long term power price forecasts, both considered
principal risks and uncertainties affecting investee companies.
As a sector focused infrastructure fund, the Group aims to produce stable and
inflating dividends while preserving the capital value of its investment
portfolio on a real basis. The Directors believe that the Group is well placed
to manage its business risks successfully over both the short and long term
and accordingly, the Board has a reasonable expectation that the Group will be
able to continue in operation and to meet its liabilities as they fall due for
a period of at least 10 years.
The Board does not believe that the lower power prices projected in the high
transition risk scenario, will diminish the longer term viability of the
Company.
The Directors have also considered the continuation vote to be proposed at the
Company's AGM in April 2025, caused by the Company's shares trading at 14 per
cent average discount to NAV in line with its Articles of Association. The
Directors believe that the outcome of the shareholder continuation vote will
not impact their opinion of the Company's longer term viability.
While the Directors have no reason to believe that the Group will not be
viable over a longer period, they are of the opinion that it would be
difficult to foresee the economic viability of any company with any degree of
certainty for a period of time greater than 10 years.
Directors' Responsibilities Pursuant to Section 172 of the Companies Act 2006
The Directors are responsible for acting in a way that they consider, in good
faith, is the most likely to promote the success of the Company for the
benefit of its members. In doing so, they should have regard for the needs of
stakeholders and the wider society. The Company's objective is to provide
investors with an annual dividend that increases in line with RPI inflation
while preserving the capital value of its investment portfolio in the long
term on a real basis through reinvestment of excess cash flow.
The Company provides investors with the opportunity to participate directly in
the ownership of UK wind farms, so increasing the resources and capital
dedicated to the deployment of renewable energy and the reduction of
greenhouse gas emissions. The Board is also aware of its responsibility for
the risk management of the Group's climate related risks and for transparent
disclosure of these risks, appreciating how this is integral to the success of
the Company.
Key decisions are those that are either material to the Company or are
significant to any of the Company's key stakeholders, as defined in the
Corporate Governance Report. The Company's engagement with its key
stakeholders, including the Investment Manager, is discussed further in the
Corporate Governance Report. The key decisions and discussions detailed in the
table below were made or approved by the Directors during the year, with the
overall aim of promoting the success of the Company while considering the
impact on its members and wider stakeholders.
Topic Stakeholder considerations and outcome
Dividends Shareholders voted 99.87 per cent in favour to approve the Company's dividend
policy at the AGM on 24 April 2024.
The Board has also announced a target dividend of 10.35 pence per share for
2025, an increase of 3.5 per cent from 2024's target dividend of 10 pence per
share.
Stakeholders influencing and/or impacting considerations:
Shareholders and potential investors
Investments During the year, the Company made a further investment into Kype Muir
Extension.
Following recommendation from the Investment Manager, the Directors consider
all investments in the context of the Company's Investment Policy,
availability of financing and the potential returns to investors. They also
consider each investment in the context of sustainability and its impact on
the surrounding community.
Stakeholders influencing and/or impacting considerations:
Shareholders, potential investors, local communities and Investment Manager.
Divestments During the year, the Group partially divested two wind farms with the proceeds
used to repay the Company's RCF and fund further share buybacks.
Following recommendation from the Investment Manager, the Board considered the
divestments in the context of the Company's capital allocation strategy, its
gearing levels and potential returns to investors.
Stakeholders influencing and/or impacting considerations:
Shareholders, potential investors, local communities and Investment Manager.
Share Capital On 26 October 2023, the Company announced the commencement of a share buyback
programme of up to £100 million executed under the authority granted by
shareholders at the 2023 AGM. The Board determined that buying back shares was
in the best interests of shareholders and authority to continue purchasing
shares was granted by shareholders at the 2024 AGM. As at 31 December 2024,
65.8 million shares were purchased under the above authority at a total cost
of £90.4 million.
During the year, the Company allotted 1,165,019 Ordinary Shares to the
Investment Manager to satisfy the Equity Element of the Investment Management
Fee, in accordance with the Investment Management Agreement. No shares were
issued through equity raisings during the year.
Stakeholders influencing and/or impacting considerations:
Shareholders, potential investors and Investment Manager.
Annual review of service providers The Board annually reviews the Company's external service providers and, in
particular, the quality and costs of the services provided and organisational
strength where appropriate. It has concluded that the interests of the
Company's shareholders would be best served by the ongoing appointments of the
Investment Manager, the Administrator and the Company's other key service
providers on the existing terms.
Stakeholders influencing and/or impacting considerations:
Investment Manager, Administrator and other key service providers.
Investment Management Agreement The Board annually reviews the Investment Manager's fee arrangements to ensure
they remain competitive and fit for purpose. During the year, Company
appointed a third party to conduct an external review of these arrangements in
the context of wider market issues and shareholder feedback which resulted in
a revised fee structure within the Investment Management Agreement.
Stakeholders influencing and/or impacting considerations:
Shareholders, potential investors and Investment Manager.
Strategy session The Board holds an annual strategy session with the Investment Manager,
outside of the scheduled quarterly Board meetings, to consider the Company's
strategic objectives. The Board believes that the strategy session helped to
strengthen a clear and collaborative vision for the strategic direction of the
Company, while taking into account the views and needs of stakeholders.
Stakeholders influencing and/or impacting considerations:
Shareholders, potential investors and Investment Manager.
FCA Sustainability Disclosure Requirements The FCA introduced the sustainability disclosure and labelling regime during
the year and the Board has decided to adopt the Sustainability Focus label
which will help shareholders and new investors identify the Company's
investment strategy against sustainability objectives. The Board will
regularly monitor and report against claims made under the Sustainability
Focus label, engaging with stakeholders to ensure transparency.
Stakeholders influencing and/or impacting considerations:
Shareholders and potential investors.
Recruitment of an additional non-executive Director Following the appointment of Abigail Rotheroe during the year, the Board made
the decision to engage Heidrick & Struggles to commence a further
non-executive director recruitment process to further enhance the Board's
skillset, knowledge and diversity. Following the conclusion of this process,
the Board approved the appointment of Taraneh Azad with effect from 1 February
2025.
Stakeholders influencing and/or impacting considerations:
Shareholders and potential investors
Debt Refinancing With the assistance of the Investment Manager, the Board conducted a £725
million refinancing of its debt facilities during the year with the Company's
existing set of lenders. The process also involved migrating all lenders to a
Common Terms Agreement, offering the Company a consistent set of terms and a
strong platform for its future debt strategy.
The Company's RCF was also reduced to £400 million (down from £600 million)
at a reduced margin which now matures in October 2027 and refinanced £325
million of term loans that were due to mature between November 2024 and May
2026. A further £100 million of term debt was placed with proceeds used to
fund the reduction drawn in the RCF.
Stakeholders influencing and/or impacting considerations:
Shareholders, potential investors and lenders.
Board Composition and Internal Evaluation
During the year, Abigail Rotheroe was appointed as a non-executive Director of
the Company with effect from 1 March 2024.
On 1 February 2025, Taraneh Azad joined the Board following the conclusion of
an externally supported recruitment process with Heidrick & Struggles, who
have no other connection with the Company or individual directors.
As disclosed in the Corporate Governance Report, the Board undertakes a formal
and rigorous internal evaluation of its performance each financial year to
determine effectiveness and performance in various areas, as well as the
Directors' continued independence and tenure. The reviews concluded that the
overall performance of the Board and Audit Committee was satisfactory and the
Board was confident in its ability to continue to govern the Company well.
Environmental, Social and Governance
The Group's approach
The Group invests in wind farms and the environmental benefits of renewable
energy are proven and key to delivering the Government's climate change
objectives. As the largest renewable infrastructure fund and one of the
largest owners of wind farms in the UK, the Company continues to prove the
viability of clean energy as a robust sector for investment.
The Group owns 2GW of installed capacity across 49 onshore and offshore
operating wind farms. By dedicating resources to the deployment of renewable
energy, the Group is playing an active role in reducing the UK's greenhouse
gas emissions and accelerating a move towards Net Zero for the whole economy.
Since listing, the Group's operating wind farms have produced 29.0TWh of clean
energy, avoiding 11.6 million tonnes of CO(2).
During the year, the Group's wind farms generated 5,484GWh of renewable
electricity, sufficient enough to power 2.0m homes((1)) and avoid 2.2 millions
tonnes of CO2 emissions through the displacement of thermal generation((2)).
Through acquiring operational wind farms from third parties, this allows
capital to be recycled into further renewable energy projects.
Both generating renewable electricity and enabling capital recycling
contribute to SDG 7 (ensure access to affordable, reliable, sustainable and
modern energy for all) and SDG 13 (take urgent action to combat climate change
and its impacts).
Responsible Investment
To sustain the long term success of the business, the Board acknowledges and
understands the importance of effective management of ESG matters for all of
the Company's stakeholders.
The Company continues to have an important role to play in championing both
responsible investment and the development of the renewable energy sector.
This is achieved through continuous engagement with all industry stakeholders,
including suppliers, O&M partners, industry associations, policy makers,
peers and communities. The Company transparently shares its ESG approach and
results with investors.
Responsible investing principles have been applied to each of the investments
made, which require the Group to make reasonable endeavours to ensure the
ongoing compliance of its investee companies with its policies on responsible
investment and ESG matters.
Although the non-executive Board has overall responsibility for the activities
of the Company and its investments, the day-to-day management of the business
is delegated to the Investment Manager. This includes responsibility for ESG
matters and applies as investments are being made and continuously during the
life of each wind farm. The Investment Manager assesses how ESG should be
managed and the Company has developed its ESG policy in accordance with the
Investment Manager's ESG Policy. The ESG Policy of the Company is approved
annually and overseen by the Company's Board.
(1) The number of homes powered is based on the average annual household
energy consumption (2.7MWh/annum (Ofgem)), using the latest reported figures,
and reflects the portfolio's actual electricity generation during the year.
(2) The portfolio's estimated CO2 emissions avoided through the displacement
of thermal generation, based on the portfolio's actual electricity generation
during the year. The Group assumes that wind generation replaces CCGT in the
UK and applies a carbon factor of 0.4tCO(2)/MWh (Ofgem).
The Group will continue to lead the way in encouraging responsible investment
to accelerate the development of the UK's wind energy sector further and will
do this in a way that maximises returns for our shareholders and creates
benefits for the communities and the natural environment in which its wind
farms operate.
The Investment Manager has representation on the boards of the operating wind
farm companies, which oversee performance, including on ESG matters, and meet
quarterly. From these ongoing reviews, the Investment Manager reports
quarterly to the Company's Board, with data on production, wind farm
availability, key events and health and safety performance.
This robust management structure enables the Investment Manager to oversee ESG
issues effectively throughout the lifecycle of the Group's wind farms:
Screening
· screening the investment against investment mandate and restrictions;
and
· assessing the ability of the investment to comply with ESG standards.
Due Diligence
· rigorously assessing ESG risks and opportunities of the investment
based on commitment, capacity, track record and features of the wind farm and
key service providers; and
· identifying mitigation plans for ESG risks, where identified.
Investment decision
· identifying and addressing ESG issues in extracts of the Investment
Manager's Investment Committee papers that inform investment decisions; and
· determining and costing plans to address ESG issues, and price into
the investment decision process.
Asset Management
· establishing appropriate governance structures;
· complying with all relevant laws and regulations;
· ensuring ongoing monitoring and management of ESG issues;
· managing impacts on the natural habitat surrounding the wind farms
under management;
· engaging with and supporting the local communities;
· performing due diligence on third parties and ensuring compliance
with the Company's ESG policy; and
· ensuring business integrity with a focus on avoiding money
laundering, negligent or corrupt practices.
Environment
As one of the largest owners of wind farms in the UK, the Group is focused on
taking actions to support climate change mitigation through the generation of
renewable energy, whilst minimising the potential impacts that the operation
of wind farms may have on local habitats and the environment.
The world continues to face a serious climate challenge, exemplified by the
recent announcement that average global surface temperatures were 1.6°C above
preindustrial levels in 2024, exceeding the target of limiting global to
1.5°C set by the Paris Agreement for the first time(1) and the new UK
government is committed to acting as a global leader in greenhouse gas
emissions reduction. The Company supports the UK Government's commitment to
achieve Net Zero by 2050 and to achieve Clean Power by 2030(2) through
acquiring operational wind farms and thereby allowing developers and utilities
to recycle their capital into further renewable energy projects, and by
demonstrating the attractive long term returns in the industry through our
prudent management of wind farms, thereby reducing the cost of capital.
The Group is committed to protecting the local environment around its wind
farms, recognising the potential impact that wind farms can have on local
terrestrial and aquatic wildlife and landscape.
As such, the Group seeks to protect the local environment around its wind
farms by using robust environmental management systems. These include
policies, periodic risk assessments, monitoring and regular reporting to the
Board and the boards of each of the wind farm companies. Through these
measures, the Group also ensures compliance with all applicable laws,
regulations and planning permissions as administered by the Environment
Agency, Health Protection Agency, local authorities, Ofgem, UREGNI or any
other relevant regulatory body, including the data reporting obligations under
Renewable Obligation Order 2009.
1 Copernicus Climate Change Service (C3S), January 2025
2 UK Government, Clean Power 2030 Action Plan, December 2024
The Group's core activities include:
· maintaining management systems to evaluate the potential risks and
impacts of its activities and avoiding or mitigating environmental impacts on
biodiversity, air quality, noise and waste management where relevant;
· overseeing implementation of habitat management plans at its wind
farms;
· undertaking additional environmental impact assessments or undergoing
regular monitoring as required;
· seeking to work with partners who uphold good industry standards -
from operational managers whose management systems comply with the
requirements of ISO 14001:2015 (environmental management systems) to the
material contractors used; and
· reporting regularly to the Board and the boards of each of the wind
farm companies.
The Company also recognises the importance of a circular economy in achieving
Net Zero targets and in reducing the environmental impact associated with
renewable energy generation. After setting up a grant making programme to fund
and support academic research and non-profit projects last year, the first of
two projects concluded during the year. The 'Added-value Coatings' research
project, led by The University of Edinburgh, identified that successful
grinding of recycled materials, notably carbon fibre and glass fibre, could be
added to new turbine materials without compromising the physical properties of
the blades. The second project is led by Imperial College, London and aims to
develop an end-of-life decision making tool to predict how much damage a wind
turbine blade has accumulated in its lifetime. The tool aims to support the
industry in making informed and sustainable decisions about the optimal
end-of-life route for turbine blades. This project is ongoing and is expected
to conclude in the spring of 2027.
CASE STUDY - Wind turbine component repair at Humber Gateway
The Humber Gateway O&M facility has successfully implemented a
Self-Perform strategy, enabling its maintenance team to repair and overhaul
various wind turbine components on site at Grimsby Fish Docks. This approach
mitigates downtime caused by adverse weather by allowing technicians to
enhance their skills and knowledge of component failure modes, while also
upskilling apprentices through hands-on experience in a safe environment.
Technicians manage the on-site workshop as part of their annual objectives,
collaborating with engineers to ensure the availability of appropriate tools
and equipment, reflecting a culture of personal development. Since the project
began in 2020, the maintenance team has:
· Refurbished 118 electric, mechanical, and hydraulic components;
· Overhauled 234 generator power-stop thyristor modules; and
· Retrofitted 219 UPS battery banks with new life cells.
This initiative contributes to reducing component waste and fosters a circular
economy, as the site becomes less dependent on supply chain lead times by
collaborating with local engineering firms. This localised maintenance process
has also facilitated the installation of improved parts, enhancing turbine
robustness.
In 2024, the workshop provided bespoke on site training, including refresher
courses on electrical troubleshooting, hydraulic tooling, electrical torque
guns, and welding. This training reduces the need for external travel,
aligning with the operational lifespan of the wind farm and promoting similar
initiatives at other sites in the future.
Social
Supporting worker safety and fair employment on the Group's sites
Worker safety is a top priority for the Group. The Group also recognises the
need for people to be paid fairly for the work they do and to have appropriate
working conditions. In prioritising these elements, it supports the local
communities in which its wind farms operate, ensuring the long term viability
of its operations.
The Group achieves this through a range of activities, including:
· complying with all applicable laws relating to employment,
occupational health and safety, human rights, prevention of human trafficking
and modern slavery, public safety and security and community matters,
including the Wind Turbine Safety Rules;
· implementing health and safety best practices through wind farm
specific health and safety policies, project management, contractual
arrangements, staff training and stakeholder education;
· assessing and monitoring health and safety practices through wind
farm specific risk identification and prevention activities; and
· reporting on key health and safety data regularly, with escalation
and rapid response procedures in place in case of emergency.
During the year, these activities included:
· 571 regular safety checks carried out by the operations and
maintenance service providers at all wind farms;
· safety walks by the Investment Manager's team at 44 wind farms;
· independent health and safety audits by accredited professionals at
13 wind farms and 3 O&M partners; and
· HV audits at 4 wind farms.
The Group's focus on prevention arises out of a culture of transparent
reporting, collaboration, and best practice. Identifying both hazards and
analysing the causes of incidents is a key risk mitigant.
As a member of Renewable UK, the UK's leading wind energy trade association,
the Company is keen to work with other stakeholders to develop the industry
further including on health and safety. In addition, the Investment Manager is
an active member of SafetyOn, the UK's leading health and safety focused
organisation for the onshore wind industry. With the increase in offshore wind
capacity in the Company's portfolio, the Investment Manager also became a
member of G+ in April 2023, to help ensure industry best practice for offshore
wind assets.
Supporting the communities around the Group's wind farms
It is important that the wind farms are truly part of the community. The
Group's approach aids long term support by local communities for wind farms in
the UK, which ultimately enables the continued growth of the industry.
The Group cares about the communities around its wind farms and engages with
local communities to ensure respect for land and access rights and that its
wind farms are managed in accordance with planning permissions.
The Group holds regular dialogue with community funds and provides financial
support to local groups through community benefit schemes that fund local
projects.
These funds help deliver a range of services, from improving local amenities
and infrastructure to aiding educational projects for local schools.
In 2024, the Group provided £5.7 million to community funds.
Governance
The Board and Investment Manager believe in the value of embedding robust
governance practices and oversight of ESG matters relevant to the Company.
This is important for maintaining the confidence of investors and in
continuing to deliver on our promise of long term returns. Material governance
matters considered include the diversity and experience of its Board, the
adherence of suppliers to responsible business standards, and the robust
management of data integrity and security.
Ensuring key service providers adhere to the Group's expectations of
responsible business practices
As the renewables sector expands, demand for raw materials, resources and
labour to support this development also grow, and the sustainability risks
present in this global supply chain evolve. The Group strives to ensure our
high ESG standards and values are consistently applied across the supply chain
supporting our investments.
In 2024, the Investment Manager updated its Supplier Code of Conduct to ensure
that its suppliers adhere to its definition of good governance and align with
the OECD Guidelines for Multinational Enterprises and the UN Guiding
Principles on Business and Human Rights. The Investment Manager's team is
rolling out the updated Code of Conduct to key service providers to the
Company or ensuring that they have their own Codes of Conduct that demonstrate
equivalent commitments.
Diversity
The Board has a policy to base appointments on merit and against objective
criteria, with due regard for the benefits of diversity, including both gender
and ethnic diversity. Its objective is to attract and maintain a Board that,
as a whole, comprises an appropriate balance of skills and experience.
The Board consists of individuals from relevant and complementary backgrounds
offering experience in the investment management of listed funds, as well as
in the energy sector from both a public policy and a commercial perspective.
As at the date of this report, the Board comprised 2 men and 4 women, all
non-executive Directors who are considered to be independent of the Investment
Manager and free from any business or other relationship that could materially
interfere with the exercise of their independent judgement. Currently, the
Chairman and Audit Committee Chairman positions are both held by women who
represent 33 per cent of Directors on the Board.
The Board recognises the importance of an inclusive and diverse Board in
facilitating a collaborative culture and enhancing the delivery of the
Company's strategic objectives and is compliant with gender and ethnicity
guidelines for UK companies.
In accordance with UK Listing Rule 6.6.6(9), as at the publication date of
this report and as described above, the composition of the Board is as
follows:
Number of Board members in scope Percentage of the Board Number of senior positions on the Board (CEO, CFO,
SID and Chair) (1)
Men 2 33% 1
Women 4 67% 2
Not specified/prefer not to say - - -
(1) The positions of CEO and CFO are not applicable to the Company as an
externally managed investment fund. Senior Board positions will continue to be
reviewed.
Number of Board members in scope Percentage of the Board Number of senior positions on the Board (CEO, CFO,
SID and Chair)(1)
White British or other White (including minority-white groups) 5 83% 3
Mixed/Multiple Ethnic Groups - - -
Asian/Asian British - - -
Black/African/Caribbean/ - - -
Black British
Other ethnic group, including Arab 1 17% 0
Not specified/prefer not to say - - -
(1) The positions of CEO and CFO are not applicable to the Company as an
externally managed investment fund. Senior Board positions will continue to be
reviewed.
The above information is based on voluntary self declaration from the
Directors in response to questions on gender identification and ethnicity
groups (as outlined by the FCA) directors considered themselves to fall
within.
The Investment Manager operates an equal opportunities policy and its partners
and employees comprise 86 men and 36 women.
CASE STUDY - Golden Eagle conservation at Stronelairg and Dunmaglass
The Golden Eagle Research, Conservation and Monitoring Project (RECMP)
operates at the Stronelairg and Dunmaglass sites, primarily funded by the
Dunmaglass wind farm development. The project, coordinated by various
organisations including SSE Renewables and the Highland Raptor Study Group,
focuses on monitoring the status of Golden Eagles and understanding their use
of the upland landscape in the Central Highlands Natural Heritage Zone
(NHZ10).
Between 2015 and 2020, satellite tagging was conducted on 20 Golden Eagles,
revealing an increase in the number of occupied territories in NHZ10 from 19
to 25, alongside high productivity rates of fledged juveniles. This indicates
that NHZ10 is a significant area for the expansion of Golden Eagle territories
in Scotland. The tracking data has also supported several scientific
publications aimed at enhancing understanding of Golden Eagle movements,
noting that tagged eagles typically avoid wind turbines.
Funding from the project also supports a Golden Eagle Project Officer who
collaborates with various stakeholders to carry out annual breeding censuses.
This role addresses the concerns of landowners and gamekeepers regarding the
potential risks Golden Eagles pose to livestock, while also considering the
threats posed by estate activities like shooting parties.
The success of the RECMP suggests it will continue for the foreseeable future.
Governance
Detailed disclosure on the Company's governance structure and activities can
be found in the Corporate Governance Report and in the TCFD Governance
section.
Task Force on Climate-Related Financial Disclosures (TCFD)
The Company strives to maintain the highest standards of corporate governance
and effective risk identification and management at both Group and wind farm
level. The Company supports the recommendations of the TCFD and refers to them
for guidance on addressing climate related risks and opportunities across the
Group and enhancing our disclosure.
These disclosures are categorised between the 4 thematic areas as recommended
by the TCFD.
Governance
Board oversight and the role of the Investment Manager
The Board is responsible for the determination of the Company's Investment
Objective and Investment Policy. It also oversees the management of the
Company and its investments, including ESG and climate related risks and
opportunities. The Board also delegates the day-to-day management of the
business, including management of ESG matters, to the Investment Manager.
The Audit Committee also considers the Company's climate related disclosures
in its Annual Report and Financial Statements.
As discussed in the Corporate Governance Report, the Board and the Investment
Manager meet regularly and discuss risk management. Climate related risks are
covered during these discussions, as they naturally arise from the Group's
underlying investments and the Company's significant role in the
decarbonisation of the UK economy. A formal risk matrix is maintained by the
Investment Manager and reviewed and approved by the Board on an annual basis.
In addition, the Investment Manager has its own ESG Committee that meets
regularly to discuss ESG and climate related risks relating to the Group and
other funds it manages. This committee has implemented an ESG Policy that
looks to establish best practice in climate related risk management, reporting
and transparency. Stephen Lilley sits on this ESG Committee and therefore
remains well informed and involved with ESG and climate related discussions,
which may impact the Company. Representatives from the Investment Manager also
sit on all of the boards of the wind farm companies, which meet quarterly and
discuss ESG and climate related risk management.
Strategy
The Board understands that climate change poses risks and opportunities to the
Company.
As the leading listed renewable infrastructure fund, invested in UK wind
farms, the Company plays a significant role in the UK renewables industry.
Overall, the Board believes that the decarbonisation of the UK economy will
continue to present a significant investment opportunity and the size of the
Company's growth will be related to the success of the sector and the
engagement of its stakeholders. The Company is committed to its strategy and
Investment Policy of investing in operating wind assets to benefit from this
opportunity. The Company also recognises, however, that there are short term
and medium to long term risks that could impact its future financial
performance. The Company seeks to manage these risks to mitigate potential
impact.
The tables below summarise the principal opportunities and risks identified by
the Company and details, where relevant, how it manages the risks or
opportunities.
Opportunities
Category Climate issue Opportunities Company consideration
Transition Increased demand for renewable energy generation Increasing ambition of corporate and Government Net Zero targets could lead to The Board considers that the decarbonisation of the UK economy will continue
a material increase in the procurement of renewable energy by businesses and to present a significant investment opportunity in the short and medium term
consumers. Moreover, companies are increasingly required to demonstrate their (0-15 years) and the size of the Company's growth will be related to the
commitment to reducing their carbon footprints, which may increase the demand success of the sector and the engagement of its stakeholders.
for corporate PPAs.
Risks
Category Climate issue Risk Company consideration
Transition Retrospective changes to policies providing financial support to renewable There is a risk that the UK Government retrospectively changes its financial The Board considers the likelihood of any retrospective policy change to be
energy support for the renewable energy sector such as ROCs, network charges and low in the short term (less than 5 years). To manage any such risk, the Board
carbon price floors. Retrospective changes to such financial support could and Investment Manager keep themselves abreast of developments in
decrease portfolio revenues and increase operating costs making the technology international support for renewable energy as well as their impact and, where
less commercially viable. possible, respond to changes when and if they happen. The Investment Manager
is also actively engaged in discussion with both industry and the Government
on the ongoing REMA consultation.
Transition Increased renewable generation capacity reduces power prices It is possible that the deployment of new renewable energy generation The Board considers there to be limited potential impact on the Company from
capacity, required to meet future UK and global emission reduction targets, fluctuating power prices due to the nature of the portfolio's cashflows, which
could reduce the power prices captured by the Group's portfolio investments are both fixed and merchant. The Group's dividend policy has also been
resulting in reduced revenues. designed to withstand significant short term variability in generation or
power price capture.
Transition Increased reputational risks associated with climate related disclosures and There is an increase in reputational risk should incorrect or unclear The Company considers the potential impact of this risk to the Company to be
reporting obligations statements be made in climate related disclosures that could result in low in the short and medium term. To manage this risk, the Investment Manager
investor dissatisfaction, fines linked to greenwashing or broader reputational engages specialist consultants to measure and report on the Company's carbon
damage to the Company and the Investment Manager. emissions. The Investment Manager also uses internal processes to monitor
emerging climate related disclosure regulations and disclosures that are made
by the Company are reviewed by the Audit Committee as well as the Investment
Manager's compliance and ESG teams.
Physical Increase in extreme weather events The UK has witnessed an increase in extreme weather events including flooding, The Company considers the impact of such risks to its portfolio to be low. The
heatwaves and storms including high wind speeds in recent years. Extreme current portfolio of wind farms is designed to withstand extreme weather
weather events have the potential to disrupt portfolio operations impacting conditions and to take advantage of weather systems such as increased wind
cash flows, and to damage assets resulting in increased operating costs or speeds. In addition, wind turbines are designed to shut down in the event that
insurance premiums. wind speeds exceed very high speeds to protect them from damage.
The Investment Manager does not consider an increase in flooding to pose
significant issues to the Company's portfolio as onshore wind turbines are not
typically located in areas prone to flooding. To mitigate risk of damage from
extreme weather events, the Company procures property damage and business
interruption insurance should operations be disrupted, or assets be damaged.
Climate scenarios
The Company recognises the requirement under the TCFD for considering the
resilience of its strategy under different climate related scenarios,
including a 2°C or lower increase scenario. The Board has also considered the
potential impact of a high transition risk scenario on its strategy and sets
out high level conclusions below. The scenarios were developed by a market
leading consultant.
To meet the FCA's product level TCFD disclosure requirements, the Company will
publish a separate report on its website before 30 June 2025. This will
include information relating to an assessment of the potential impacts of
specific transition scenarios as listed in the FCA Handbook.
High transition risk scenario
Transition risks are those associated with the pace and extent at which
society adapts and mitigates the risk of climate change. Transition risks can
occur when moving to a greener economy has adverse impacts on certain sectors,
due to policy, legal, market or technological shifts. The Board and the
Investment Manager continue to believe that the key factor that could impact
the Company in the transition to a lower carbon economy is the variability of
long term prices for wholesale electricity. In a lower carbon economy, where
considerable build-out of renewable generation capacity will be required,
there is a risk that the power price received by the Group's portfolio could
be negatively impacted, depending on how successful the Government is in
implementing its plan and depending on future electricity market design
including the ongoing REMA consultation.
The Investment Manager has assessed the potential impact of a high transition
risk scenario using a third party Net Zero model built by leading power market
experts. The model sets out how electricity prices and the market may develop
in line with meeting the legislated target of Net Zero emissions by 2050,
including current and future policy implementation to achieve carbon
neutrality, technological developments and commodity price forecasts for a
global outlook.
In this high transition risk scenario where global temperature increases are
limited to only 1.5(o)C to 2(o)C (most typically associated with Net Zero), it
is assumed that the UK Government is successful in implementing its plan in
its entirety and the REMA consultation does not conclude in significantly
different market design. In this scenario, the long term power price is lower
than the base case used to calculate the Company's NAV. The lower long term
power price, provided by a leading market consultant, reflects the wider
deployment of low marginal cost renewable generation capacity, partially
offset by the expected deployment of electrolysers as part of a growing
hydrogen economy, increased electrification of transport and heat and the
build-out of data centres. Modelling the lower long term power price would
equate to approximately a 21 pence reduction in NAV per share.
The base case long term power price assumes significant renewable generation
and other measures to reduce carbon emissions and represents the independent
consultant's best estimate of likely outturn. The high transition risk
scenario assumes further measures. The precise effect on power price of any
measures (in the base case and in the high transition risk scenario) is highly
uncertain and is highly dependent on future electricity market design. The
high transition risk scenario also assumes no other offsetting factors.
High physical risk scenario
Physical risks may consist of acute physical risk, which can refer to event
driven perils including increased severity and frequency of extreme weather
events, and chronic physical risk, which can refer to longer term shifts in
climate patterns that cause sea level rises, heat waves, droughts and
desertification.
The Board and the Investment Manager continue to believe that a scenario where
global temperature increases are significantly higher than 2(o)C (a high
physical risk scenario) would not lead to any significant physical risk to the
Group's wind farms, which are designed to operate in extreme weather
conditions and are typically not located in areas prone to flooding and
insurance and business continuity plans are in place to manage such an event,
should it occur.
In the medium to long term, the Board and the Investment Manager recognise
that there is a risk that weather systems may change as a result of higher
temperature change scenarios, but do not believe it is possible, at this time,
to determine whether this would impact the Group positively or negatively. The
Investment Manager is in the process of finalising the selection of a physical
climate risk tool to support further assessment of the potential physical
risks associated with the Group and wind farm portfolio.
Risk Management
As a full scope UK AIFM, the Investment Manager has established a Risk
Management Committee that meets on a quarterly basis to discuss, amongst other
matters, the risk framework of the Group and investee companies including
processes for identifying, assessing and managing climate related risks. The
Company's risk matrix, reviewed and approved by the Board, includes climate
related risks.
All risks identified, including climate related risks are assessed based on
likelihood, impact and mitigation. The risk assessment is carried out on a
qualitative basis by the Investment Manager, although consideration is given
to how quantitative measures can be used to support climate related risk
assessment. The risk matrix is then presented to the Board for discussion and
approval on an annual basis.
As mentioned above, climate related risks can be classified into two broad
categories: (i) risks associated with the transition to a decarbonised
economy; and (ii) risks associated with the physical impacts of climate
change. The table below aims to summarise the most material transition and
physical risks associated with climate change and the extent to which the
Board considers the impact high or low, based on exposure and mitigation
actions.
To ensure strong performance and risk mitigation, the Group has specific
oversight on environmental and social issues including climate change. It
reinforces this oversight with a range of activities, including:
· appointing at least one senior representative from the Investment
Manager to the boards of the wind farm companies to ensure monitoring and
influence of both financial and ESG performance, including climate related
risks and opportunities; and
· carrying out due diligence during the acquisition of new wind farms
in accordance with the Investment Manager's established procedures and ESG
Policy, which requires an analysis of climate issues.
The Investment Manager's Investment Committee comprises experienced senior
managers. Whilst making investment decisions, due consideration is given to
climate related risks as well as to opportunities identified during due
diligence.
Metrics and Targets
The world continues to face a serious climate challenge, and the UK is taking
an active role as a global leader in greenhouse gas emissions reduction.
The Government's Net Zero strategy includes:
• complete decarbonisation of the electricity sector by 2035;
• 50GW of offshore wind capacity by 2030;
• 70GW of solar PV capacity by 2035;
• 10GW of low carbon hydrogen production capacity by 2030;
• 24GW of nuclear capacity by 2050;
• capture and store 20-30 MtCO(2) per year by 2030; and
• electrification of transportation (thus increasing demand for
electricity).
The Group supports this strategy by allowing developers and utilities to
recycle their capital, and by demonstrating the attractive long term returns
in the industry through its prudent management of wind farms, thereby reducing
the cost of capital and increasing the potential for further construction of
renewable energay capacity and the decarbonisation of the economy.
Renewable energy generators avoid CO(2) emissions on a net basis at a rate of
approximately 0.4t CO(2) per MWh. Given the size of the Group's investment
portfolio on 31 December 2024, the portfolio's contribution to reducing CO(2)
emissions is approximately 2.4 million tonnes per annum. The portfolio is also
generating sufficient electricity to power 2.2 million homes per annum(1).
The portfolio's Scope 1, Scope 2 and Scope 3 greenhouse gas emissions are
disclosed below.
Metric Definition Scope Year ended Year ended
31 December 2024 31 December 2023
Total carbon emissions The absolute greenhouse gas emissions of a portfolio, expressed in tonnes Scope 1 262 13
CO(2)e(1)
Scope 2 (location based) 1,969 2,162
Scope 2 (market based) 731 1,485
Scope 3 19,047 261,138
Carbon footprint Total carbon emissions for a portfolio normalised by the market value of the Scope 1 & 2 0.2 0.2
portfolio, expressed in tonnes CO(2)e/£M invested(2)
Scope 3 3.3 43
Total (1, 2 & 3) 3.5 43
Weighted Average Carbon Intensity (WACI) Portfolio exposure to carbon-intensive companies, expressed in tonnes Scope 1 & 2 6 3
CO(2)e/£M revenue(2)
Scope 3 67 1,190
Total (1, 2 & 3) 73 1,193
Activity based carbon intensity Total carbon emissions for a portfolio normalised by the renewable electricity Scope 1 & 2 0.00023 0.00038
generation of the portfolio, expressed in tonnes CO(2)e/MWh
Scope 3 0.00374 0.11977
Total (1,2 & 3) 0.00397 0.12015
((1)) Carbon emissions are measured in line with the industry standard
Greenhouse Gas Protocol based on an equity control approach, meaning emissions
from the Group's operations are weighted according to the Group's
proportionate ownership of its SPV investments. Scope 3 emissions are the
result of activities from assets not owned or controlled by the Group, but
that the Group indirectly impacts in its value chain. Scope 3 emissions
include all sources not within the Group's Scope 1 and 2 boundary and include,
inter alia, emissions arising from the construction of each wind farm acquired
in the year, including those emissions associated with the manufacturing and
transport of all equipment and material, before the wind farm was
commissioned, as well as the expected spare part provision throughout its
lifetime.
((2)) Calculations for metrics can be found in the EU SFDR disclosures.
It is the Investment Manager's view that Scope 3 emissions are less meaningful
given the Company's strategy of investing in UK wind farms for the duration of
their asset lives. Furthermore, recognising a wind farm's construction and
whole life operating emissions in the year the Group acquires it is
potentially misleading as it both overestimates carbon emissions in the year
of acquisition and underestimates carbon emissions generated in every other
year.
The carbon payback of a wind turbine, how quickly it offsets the emissions
generated during its manufacture, transportation and on-site construction, is
an indicator of its contribution to accelerating energy transition. At current
rates, carbon payback is typically around 5 months for onshore and offshore
wind farms, which is approximately 3 per cent of the assumed asset life.
Carbon footprint indicators are measured in line with the industry standard
Greenhouse Gas Protocol based on an equity control approach, meaning emissions
from the Group's operations are weighted according to the Group's
proportionate ownership of its SPV investments.
Targets
The Company has not set a carbon emissions reduction target. It commits to
continuing to invest solely in operating wind power generation assets and to
continue growing its renewable energy generation and generating capacity to
support the transition to a Net Zero economy. The Investment Manager has been
a signatory to the Net Zero Asset Managers initiative ('NZAM') since 2021.
NZAM is an international group of asset managers committed to supporting the
goal of net zero greenhouse gas emissions by 2050 or sooner. The Investment
Manager is aware of NZAM's internal review and held a meeting with the
initiative to gain a clearer understanding of their next steps. There will be
further engagement with NZAM to support the revision of its commitments in a
manner that best reflects the interest of shareholders. In 2022, the
Investment Manager formalised a commitment to cut the intensity of its Scope 1
and 2 emissions by 50 per cent by 2030. With support from the Investment
Manager, the Company will work to develop a plan in line with evolving UK
requirements in this regard, including how it intends to reduce its carbon
footprint to support the Investment Manager's commitment whilst continuing to
grow its portfolio and avoid carbon emissions as a result of its generation
activities.
UK Sustainability Disclosure Requirements (SDR)
In 2023, the FCA published its final rules regarding Sustainability Disclosure
Requirements (SDR) which came into force in stages during 2024. During the
year, the Company adopted the Sustainability Focus label which signifies the
Company's commitment to investing in assets that prioritise sustainability for
people and the planet. The Company is committed to providing transparent and
accurate information about our sustainability practices and, with support from
the Investment Manager, will ensure ongoing compliance with SDR criteria
through regular reviews and updates to internal procedures.
EU Sustainable Financial Disclosure Regulation (SFDR)
The Company became Article 9 qualified under EU SFDR in 2022. Through its
Investment Policy of investing in UK wind farms predominately with a capacity
over 10MW, the Company contributes to the environmental objective of climate
change mitigation that helps to facilitate the transition to a low carbon
economy.
ESG Report
The Company publishes an annual standalone ESG Report. This provides further
information on how the Group approaches responsible investment and ESG matters
in addition to further case studies and ESG performance. The Company's ESG
Report for 2024 will be published on its website in April 2025.
On behalf of the Board
Lucinda Riches C.B.E.
Chairman
26 February 2025
Board of Directors
As at the date of this report, the Board comprises 6 individuals from relevant
and complementary backgrounds.
The Directors are of the opinion that the Board as a whole comprises an
appropriate balance of skills, experience and diversity. The Directors of the
Company who were in office during the year and up to the date of signing the
financial statements are listed below.
Lucinda Riches C.B.E., Chairman of the Board (appointed 1 May 2019)
Lucinda Riches C.B.E. (Chairman) brings significant capital markets
experience, having advised public companies on strategy, fundraising and
investor relations for many years. She also brings extensive experience as a
public company non-executive director across a variety of businesses,
including two FTSE 100 companies.
Lucinda worked at UBS and its predecessor firms for 21 years until 2007 where
she was a managing director, global head of Equity Capital Markets and a
member of the board of the investment bank. She is Chairman of Peel Hunt
Limited and a non-executive Director of Ashtead Group plc and Kingfisher PLC.
Previously she was a non-executive Director of UK Financial Investments, a
non-executive Director of The Diverse Income Trust plc, Senior Independent
Director of The British Standards Institution and until 2021 she was a
non-executive Director of CRH plc and Senior Independent Director of ICG
Enterprise Trust plc. She was awarded a C.B.E. in 2017 for her services to
financial services, British industry and to charity.
Caoimhe Giblin, Chairman of the Audit Committee (appointed 1 September 2019)
Caoimhe Giblin (Director and Audit Committee Chairman) has extensive
experience in the electricity industry sector and is currently Co Chief
Executive Officer at ElectroRoute, an energy trading company which is part of
the Mitsubishi Corporation group of companies.
Prior to that, Caoimhe was Director of Finance for SSE Renewables where she
had responsibility for the financial activities of SSE's significant on and
offshore wind development and construction portfolio. Prior to this, Caoimhe
held various roles in the Corporate Finance department at Airtricity where she
gained significant experience of corporate acquisitions and disposals, equity
fundraising, project finance, debt financing and managed the company's
corporate valuation process.
Caoimhe qualified as a Chartered Accountant with KPMG and spent the early part
of her career focusing on providing corporate finance due diligence, internal
audit and risk management services. Caoimhe is a Fellow of Chartered
Accountants Ireland and has a BA in Accounting & Finance and an MBS in
Accounting from Dublin City University. Caoimhe also holds a Diploma in
Company Direction from the Institute of Directors, of which she is a member.
Nick Winser C.B.E. Senior Independent Director (appointed 1 January 2022)
Nick Winser C.B.E. (Senior Independent Director) has a 30 year career in the
energy sector which included being CEO of National Grid across UK and Europe,
President of the European Network of Transmission System Operators for
Electricity and CIGRE UK Chairman. Nick was previously the Chairman of Energy
Systems Catapult and was appointed Chairman of the Advisory Board for the
Energy Revolution ISCF programme in 2018. He was appointed Electricity Network
Commissioner by the Government in summer 2022 and is Energy Commissioner at
the National Infrastructure Commission. During 2024, Nick was appointed as a
Commissioner of the Clean Power 2030 Commission and had taken an advisory role
with the Gas and Electricity Markets Authority.
Nick is a Fellow of the Institute of Engineering and Technology, serving as
its President in 2017/18 and is a Fellow of the Royal Academy of Engineering.
Nick is also former Chairman of the MS Society and a former member of the
Board of the Kier Group.
Jim Smith (appointed 1 May 2023)
Jim Smith (Director) is the former Managing Director of SSE Renewables with 34
years experience within the electricity industry at SSE. Since retiring from
full time employment in 2022 he has transitioned into a number of part time
roles and is Chair of Noriker Power Ltd, Chair of Inverness & Cromarty
Firth Green Freeport Ltd, Chair of Renewable Parts Ltd and non-executive
Director of Reventus Power Ltd. Jim is a renewable energy ambassador for
Cowi UK Ltd.
Jim's early career in SSE was in development, construction and operations in
both hydro and gas fired generation where he became Station Manager at
Peterhead Power Station. He then went on to be Director of Major Projects
responsible for the group's major capital infrastructure investments in
renewables, thermal generation, gas storage and transmission.
Following SSE's acquisition of Airtricity in 2008, he led offshore wind
development and construction before taking responsibility for all wind
development and construction. He subsequently was the Managing Director of the
groups energy trading business before becoming Managing Director of Generation
Operations. Following a restructuring in 2018 Jim became the Managing
Director of SSE Renewables with responsibility for the 4GW operational fleet
and the development pipeline, taking over 5GW (gross) of projects through
financial close prior to his retirement.
Jim is a Mechanical Engineer, trained mediator and a mentor for the MCR
Pathways charity.
Abigail Rotheroe (appointed 1 March 2024)
Abigail Rotheroe (Director) is a CFA Charterholder with over 25 years'
experience in the investment industry. She brings a recent investment
background in ESG and sustainable investing alongside her previous involvement
in institutional and retail asset management. Abigail also has deep
non-executive experience including that as a public company non-executive
director.
During her career in fund management, Abigail has held positions at Schroder
Capital Management, HSBC Asset Management and was a Director of Columbia
Threadneedle Investments managing retail and pension fund assets in Asia and
Emerging markets. Most recently she was the Investment Director of Snowball
Impact Management, responsible for developing the firm's approach to impact
investment and measurement.
Abigail is currently a non-executive director of HydrogenOne Capital Growth
plc (and Chair of the Remuneration and Management Engagement Committee),
Baillie Gifford Shin Nippon plc (and Chair of the Nomination Committee) and
Templeton Emerging Markets Investment Trust plc. She is a member of the
Investment Advisory Committee of WHEB Asset Management LLP, is an investment
committee member for the Joseph Rowntree Charitable Trust and the Robertson
Trust and has sat on the CFA UK's Impact Investing Certificate expert panel,
from its inception to the creation of the certificate.
Taraneh Azad (appointed 1 February 2025)
Taraneh Azad (Director) is the Partner (having previously served as its
Managing Partner and Chief Investment Officer at Systemiq, where she has been
instrumental in transforming the company into a resilient, agile, and trusted
system change organisation. With over 25 years of experience in finance,
commercial, and business development, Taraneh has held senior positions at
Goldman Sachs, Morgan Stanley, Hartree Partners, and TXU Europe in the energy
sector. In these roles, she primarily collaborated with corporates and
sovereigns across Europe and the Middle East, focusing on energy price risk
management.
Taraneh's career began with international development works for projects of
the European Union and the United Nations, showcasing her commitment to global
progress from the outset. Fluent in German, English, and Persian, she has had
the opportunity to work in numerous countries around the world, further
enriching her diverse professional background. At Systemiq, she advises
companies across Europe and the Middle East on sustainability and energy
transition, leveraging her extensive experience and expertise.
Martin McAdam (appointed 1 March 2015 and retired 24 April 2024)
Martin McAdam (Director) is an accomplished executive with significant
experience in the energy and renewables sector. He was formerly Chief
Executive Officer of Aquamarine Power. Prior to that, Martin was President and
Chief Executive Officer of the US subsidiary of Airtricity, a role in which he
constructed over 400MW of wind farm capacity.
Martin spent his early career at ESB, the Irish utility, involved in a number
of activities including power station construction and generation planning.
After a number of years in information services, he returned to the power
industry and joined Airtricity, a significant developer and constructor of
wind farms throughout the UK and Ireland, managing construction of new wind
farms. Martin's role expanded into operations and ultimately to take
responsibility for the growing US business. He led the integration of the
Airtricity generation business unit into the SSE Renewables Division after its
sale.
Martin is a Chartered Engineer and a Fellow of Engineers Ireland and a Fellow
of the Royal Society for the Encouragement of Arts, Manufactures and
Commerce.
Other UK Listed Public Company Directorships
In addition to their directorships of the Company, the below Directors
currently hold the following UK listed public company directorships:
Lucinda Riches C.B.E.
Ashtead Group plc
Peel Hunt Limited
Kingfisher PLC
The Directors have all offered themselves for re-election and resolutions
concerning this will be proposed at the 2025 AGM.
Conflicts of Interest
The Directors have declared any conflicts or potential conflicts of interest
to the Board which has the authority to approve such situations. The Company
Secretary maintains the Register of Directors' Conflicts of Interests which is
reviewed bi-annually by the Board and when changes are notified. The Directors
advise the Company Secretary and the Board as soon as they become aware of any
conflicts of interest. Directors who have conflicts of interest do not take
part in discussions which relate to any of their conflicts.
In accordance with Provision 9 of the AIC Code, the appointment of any
Director has included consideration of the time they have available to the
role. Any additional external appointments will be submitted by Directors to
the Board for consideration with respect to any conflicts arising or time
commitment concerns relating to over-boarding guidelines before approval
before the appointment is accepted. The Investment Manager is also engaged on
occasion to assist in determining potential conflicts arising from external
appointments.
Report of the Directors
The Directors present their Annual Report, together with the consolidated
financial statements of Greencoat UK Wind PLC for the year to 31 December
2024. The Corporate Governance Report forms part of this report.
Details of the Directors who held office during the year and as at the date of
this report are given above.
Capital Structure
The Company has one class of ordinary shares which carry no rights to fixed
income. Shareholders are entitled to all dividends paid by the Company and, on
a winding up, provided the Company has satisfied all of its liabilities, the
shareholders are entitled to all of the surplus assets of the Company.
Shareholders will be entitled to attend and vote at all general meetings of
the Company and, on a poll, to one vote for each ordinary share held.
Authority to Purchase Own Shares
The current authority of the Company to make market purchases of up to 14.99
per cent of its issued share capital expires at the conclusion of the 2025
AGM. Special resolution 15 will be proposed at the forthcoming AGM seeking
renewal of such authority until the next AGM (or 30 June 2026, whichever is
earlier). The price paid for the shares will not be less than the nominal
value or more than the maximum amount permitted to be paid in accordance with
the rules of the UK Listing Authority in force at the date of purchase. This
power will be exercised only if, in the opinion of the Directors, a repurchase
would be in the best interests of shareholders as a whole. Any shares
repurchased under this authority will either be cancelled or held in treasury
at the discretion of the Board for future resale in appropriate market
conditions.
The Directors believe that the renewal of the Company's authority to purchase
shares, as detailed above, is in the best interests of shareholders as a whole
and therefore recommend shareholders to vote in favour of special resolution
15.
The Directors also recommend shareholders to vote in favour of resolutions 12,
13 and 14, which renew their authority to allot equity securities for the
purpose of satisfying the Company's obligations to pay the Equity Element of
the Investment Manager's fee, and also their authority to allot equity
securities for cash either pursuant to the authority conferred by resolution
12 or by way of a sale of treasury shares.
Major Interests in Shares
Significant shareholdings as at 14 February 2025 are detailed below.
Shareholder Ordinary shares held %
14 February 2025
Blackrock Investment Management 5.41
Rathbone Investment Management 5.21
Hargreaves Lansdown Asset Management 5.08
Investec Wealth & Investment 4.55
Schroder Investment Management 4.24
Interactive Investor 3.83
Newton Investment Management 3.73
Charles Stanley 3.07
Evelyn Partners 3.06
FIL Investment International 3.02
Significant shareholdings as at 31 December 2024 are detailed below.
Shareholder Ordinary shares held %
31 December 2024
Rathbone Investment Management 5.63
BlackRock Investment Management 5.23
Hargreaves Lansdown Asset Management 4.78
Investec Wealth & Investment 4.51
Schroder Investment Management 4.43
Newton Investment Management 3.63
Interactive Investor 3.55
FIL Investment International 3.26
Charles Stanley 3.13
Evelyn Partners 3.07
CCLA Investment Management 3.01
Companies Act 2006 Disclosures
In accordance with Schedule 7 of the Large and Medium Sized Companies and
Groups (Accounts and Reports) Regulations 2008 the Directors disclose the
following information:
· the Company's capital structure is detailed in note 16 to the
financial statements and all shareholders have the same voting rights in
respect of the share capital of the Company. There are no restrictions on
voting rights that the Company is aware of, nor any agreement between holders
of securities that result in restrictions on the transfer of securities or on
voting rights;
· there exist no securities carrying special rights with regard to the
control of the Company;
· the Company does not have an employees' share scheme;
· the rules concerning the appointment and replacement of Directors are
contained in the Company's Articles of Association and the Companies Act 2006;
· there exist no agreements to which the Company is party that may
affect its control following a takeover bid;
· there exist no agreements between the Company and its Directors
providing for compensation for loss of office that may occur because of a
takeover bid; and
· the Directors' responsibilities pursuant to Section 172 of the
Companies Act 2006, as detailed in the Strategic Report.
Investment Trust Status
The Company has been approved as an investment trust under sections 1158 and
1159 of the Corporation Taxes Act 2010. As an investment trust, the Company is
required to meet relevant eligibility conditions and ongoing requirements. In
particular, the Company must not retain more than 15 per cent of its eligible
investment income. The Company has conducted and monitored its affairs so as
to enable it to comply with these requirements.
Diversity and Business Review
A business review is detailed in the Investment Manager's Report and the
Group's policy on diversity is detailed in the Strategic Report.
Directors' Indemnity
Directors' and Officers' liability insurance cover is in place in respect of
the Directors. The Company's Articles of Association provide, subject to the
provisions of UK legislation, an indemnity for Directors in respect of costs
which they may incur relating to the defence of any proceedings brought
against them arising out of their positions as Directors, in which they are
acquitted or judgement is given in their favour by the Court.
Except for such indemnity provisions in the Company's Articles of Association
and in the Directors' letters of appointment, there are no qualifying third
party indemnity provisions in force.
Streamlined Energy Carbon Reporting
As the Group has outsourced operations to third parties, there are no
significant greenhouse gas emissions to report from the operations of the
Group. The Group qualifies as a low energy user and is therefore exempt from
disclosures on greenhouse gas emissions and energy consumption.
The underlying assets of the Group's investee companies are renewable energy
generators which avoid CO(2) emissions on a net basis (at a rate of
approximately 0.4t CO(2) per MWh and approximately 2.4 million tonnes per
annum given the size of the Group's investment portfolio as at 31 December
2024).
Further details of the portfolio's Scope 1, Scope 2 and Scope 3 greenhouse gas
emissions can be found in the Strategic Report.
Risks and Risk Management
The Group is exposed to financial risks such as price risk, interest rate
risk, credit risk and liquidity risk and the management and monitoring of
these risks are detailed in note 19 to the financial statements.
Independent Auditor
The Directors will propose the reappointment of BDO LLP as the Company's
Auditor and resolutions concerning this and the remuneration of the Company's
Auditor will be proposed at the 2025 AGM.
So far as each of the Directors at the time that this report was approved are
aware:
· there is no relevant audit information of which the Auditor is
unaware; and
· they have taken all the steps they ought to have taken to make
themselves aware of any audit information and to establish that the Auditor is
aware of that information.
Annual Accounts
The Board is of the opinion that the Annual Report, taken as a whole, is fair,
balanced and understandable and provides the information necessary for
shareholders to assess the position, performance, strategy and business model
of the Company.
The Board recommends that the Annual Report, the Report of the Directors and
the Independent Auditor's Report for the year ended 31 December 2024 are
received and adopted by the shareholders and a resolution concerning this will
be proposed at the 2025 AGM.
Dividend
The Board recommended an interim dividend of £56.2 million, equivalent to 2.5
pence per share with respect to the 3 month period ended 31 December 2024,
bringing total dividends with respect to the year to £226.8million,
equivalent to 10 pence per share as disclosed in note 8 to the financial
statements.
Subsequent Events
Significant subsequent events have been disclosed in note 22 to the financial
statements.
Strategic Report
A review of the business and future outlook, going concern statement and the
principal risks and uncertainties of the Group have not been included in this
report as they are disclosed in the Strategic Report.
On behalf of the Board
Lucinda Riches C.B.E.
Chairman
26 February 2025
Directors' Remuneration Report
This report has been prepared by the Directors in accordance with the
requirements of the Companies Act 2006 and the Large and Medium Sized
Companies and Groups (Accounts and Reports) Regulations 2008. A resolution to
approve the Directors' Remuneration Report will be proposed at the 2025 AGM.
At the AGM on 24 April 2024, shareholders voted 99.61 per cent in favour to
approve the Directors' Remuneration Report for the year ended 31 December
2023.
The Company's Auditor is required to give their opinion on the information
provided on Directors' remuneration in this report and this is explained
further in its report to shareholders. The remainder of this report is outside
the scope of the external audit.
Annual Statement from the Chairman of the Board
The Board, which is profiled above, consists solely of non executive Directors
and is considered to be independent. The Board considers at least annually the
level of the Board's fees, in accordance with the AIC Code. During the year,
the basic fee for non executive Directors increased by £3,300 per annum to
£68,300, the fee for the Senior Independent Director and the Audit Committee
Chairman increased by £3,600 and £3,900 per annum respectively, and the fee
for the Chairman increased by £5,700 per annum to £115,700, following an
internal evaluation. The Board confirmed that this increase was appropriate
through benchmarking by the Investment Manager.
Remuneration Policy
As at the date of this report, the Board comprised 6 Directors, all of whom
are non executive. The Board does not have a separate Remuneration Committee
as, being wholly comprised of non executive Directors, the whole Board
considers these matters.
At the AGM on 28 April 2023, shareholders voted 99.78 per cent in favour to
approve the Company's Remuneration Policy, which is put to a vote by
shareholders every 3 years. The details of the Company's Remuneration Policy
are set out in full below. No changes are expected for 2025 and this policy
will next be put to a vote by shareholders at the 2026 AGM.
Each Director receives a fixed fee per annum based on their roles and
responsibility within the Company and the time commitment required. It is not
considered appropriate that Directors' remuneration should be performance
related and none of the Directors are eligible for pension benefits, share
options, long term incentive schemes or other benefits in respect of their
services as non-executive Directors of the Company.
The Company's Articles of Association empower the Board to award a
discretionary bonus where any Director has been engaged in exceptional work on
a time spent basis to compensate for the additional time spent over their
expected time commitment.
The Articles of Association provide that Directors retire and offer themselves
for re-election at the first AGM after their appointment and at least every 3
years thereafter. However, in accordance with the AIC Code, the Directors are
required to be re-elected annually. All of the Directors have been provided
with letters of appointment for an initial term of 3 years and for each 3 year
term thereafter, which are subject to annual re-election in accordance with
the AIC Code. The following table outlines the effective date and expiry date
of each of the Directors' current letters of appointment:
Effective date of current appointment letter Expiry date of
current appointment letter
Lucinda Riches C.B.E. 28 April 2023 27 April 2026
Caoimhe Giblin 1 September 2022 31 August 2025
Nick Winser C.B.E. 28 April 2023 27 April 2026
Jim Smith 1 May 2023 30 April 2026
Abigail Rotheroe 1 March 2024 28 February 2027
Taraneh Azad 1 February 2025 31 January 2028
A Director's appointment may at any time be terminated by and at the
discretion of either the Director or the Company upon 6 months' written
notice. A Director's appointment will automatically end without any right to
compensation whatsoever if they are not re-elected by the shareholders. A
Director's appointment may also be terminated with immediate effect and
without compensation in certain other circumstances. The Board has included
malus and clawback clauses to Director appointment letters in line with new
requirements of the 2024 UK Corporate Governance Code. Being non-executive
Directors, none of the Directors have a service contract with the Company.
The terms and conditions of appointment of non-executive Directors are
available for inspection from the Company's registered office.
Annual Report on Remuneration
During the year, the basic fee for non-executive Directors increased by
£3,300 per annum to £68,300, with effect from 1 January 2024, with the
Senior Independent Director and the Audit Committee Chairman receiving an
additional £3,600 and £3,900 per annum respectively. The Chairman's basic
fee was also increased by £5,700 to £110,000 per annum.
The level of fees for Directors were benchmarked during the year by the
Investment Manager. The Company is the largest independent generator of
renewable electricity in the UK. Its GAV has grown to £5.7 billion through
acquisitions and equity raisings and, in the last 3 years, the Board and its
committees have held 71 meetings.
The Directors remain eligible to receive discretionary payments where
significant additional work is incurred, however, no discretionary payments
were made during the year.
The table below (audited information) shows the total remuneration earned by
each individual Director during the current year:
Paid in the year to 31 December 2024 Fixed remuneration Discretionary remuneration((1)) Total remuneration
Lucinda Riches C.B.E. (Chairman) £115,700 - £115,700
Caoimhe Giblin £78,900 - £78,900
(Audit Committee Chairman)
Nick Winser C.B.E. (Senior Independent Director) £73,600 - £73,600
Jim Smith £68,300 - £68,300
Abigail Rotheroe ((2)) £57,260 - £57,260
Martin McAdam ((3)) £21,519 - £21,519
Total £415,279 - £415,279
((1)) The Directors received no additional discretionary payment during the
year.
((2)) Appointed to the Board with effect from 1 March 2024.
((3)) Retired with effect from 24 April 2024.
The table below (audited information) shows the total remuneration earned by
each individual Director during the prior year:
( )Paid in the year to 31 December 2023 Fixed remuneration Discretionary remuneration((1)) Total remuneration
Lucinda Riches C.B.E. (Chairman) ((2)) £97,178 - £97,178
Caoimhe Giblin £75,000 - £75,000
(Audit Committee Chairman)
Nick Winser C.B.E. (Senior Independent Director) ((3)) £68,397 - £68,397
Martin McAdam £65,000 - £65,000
Jim Smith ((4)) £43,630 - £43,630
Shonaid Jemmett-Page ((5)) £35,562 - £35,562
Total £384,767 - £384,767
((1)) The Directors received no additional discretionary payment during the
year.
((2)) Appointed as Chairman with effect from 28 April 2023.
((3)) Appointed as Senior Independent Director with effect from 28 April
2023.
((4)) Appointed to the Board with effect from 1 May 2023.
((5)) Retired with effect from 28 April 2023.
The table below (audited information) shows the change in total remuneration
earned by each individual Director over prior years:
2024 2023 2022 2021
Paid in the year to 31 December 2023 % change from prior year((1)) % change from prior year % change from prior year % change from prior year
Lucinda Riches C.B.E. (Chairman) ((2)) 19% 66% 6% 10%
Caoimhe Giblin 5% 15% 0% 15%
(Audit Committee Chairman)
Nick Winser C.B.E. (Senior Independent Director) ((3)) 8% 24% 100% n/a
Jim Smith ((4)) 57% 100% n/a n/a
Abigail Rotheroe ((5)) 100% n/a n/a n/a
Martin McAdam -67% 18% 0% 10%
Shonaid Jemmett-Page ((6)) n/a -58% 0% 16%
William Rickett C.B.((7)) n/a n/a 0% 9%
Tim Ingram ((8)) n/a n/a n/a -100%
((1)) Movement in individual Director's salary based on annualised total
figures.
((2)) Appointed as Chairman with effect from 28 April 2023.
((3)) Appointed as Senior Independent Director with effect from 28 April
2023.
((4)) Appointed to the Board with effect from 1 May 2023.
((5)) Appointed to the Board with effect from 1 March 2024.
((6)) Retired with effect from 28 April 2024.
((7)) Retired with effect from 28 April 2022.
((8)) Retired with effect from 30 April 2020.
Directors' Interests (audited information)
Directors who held office and had interests in the shares of the Company as at
31 December 2024 are given in the table below. There were no changes to the
interests of each Director as at the date of this report.
Ordinary shares of 1p each held at 31 December 2024 Ordinary shares of 1p each held at 31 December 2023
Martin McAdam ((1)) n/a 153,689
Lucinda Riches C.B.E. 10,000 120,000
Jim Smith 100,000 100,000
Caoimhe Giblin 70,000 70,000
Abigail Rotheroe ((2)) 57,451 n/a
((1)) Retired with effect from 24 April 2024.
((2)) Appointed to the Board with effect from 1 March 2024.
( )
Relative Importance of Spend on Pay
The remuneration of the Directors with respect to the year totalled £415,279
(2023: £384,767) in comparison to dividends paid or declared to shareholders
with respect to the year of £226,828,614 (2023: £231,414,095) and the cost
of share buybacks of £81,574,856 (2023: £9,501,098). This is 0.2 per cent
(2023: 0.2 per cent) of dividends paid or declared and 0.5 per cent (2023: 4.1
per cent) of the cost of share buybacks.
Company Performance
Due to the positioning of the Company in the market as a sector focused
infrastructure fund investing in UK wind farms to produce stable and inflating
dividends for investors while aiming to preserve capital value, the Directors
consider that a listed infrastructure fund has characteristics of both an
equity index and a bond index. The following graph shows the TSR of the
Company compared to the FTSE 250 index and the Bloomberg Barclays Sterling
Corporate Bond Index:
On behalf of the Board
Lucinda Riches C.B.E.
Chairman
26 February 2025
Statement of Directors' Responsibilities
The Directors are responsible for preparing the Annual Report and the
financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each
financial year. Under that law the Directors are required to prepare the
Group's financial statements, and have elected to prepare the Company's
financial statements, in accordance with UK adopted international accounting
standards and with the requirements of the Companies Act 2006 as applicable to
companies reporting under those standards. Under company law the Directors
must not approve the financial statements unless they are satisfied that they
give a true and fair view of the state of affairs of the Group and Company and
of the profit or loss for the Group for that period.
In preparing these financial statements, the Directors are required to:
· select suitable accounting policies and then apply them consistently;
· present information, including accounting policies, in a manner that
provides relevant, reliable, comparable and understandable information;
· provide additional disclosures when compliance with the specific
requirements of IFRS are insufficient to enable users to understand the impact
of particular transactions, other events and conditions on the Group and
Company financial position and performance;
· make judgements and accounting estimates that are reasonable and
prudent;
· state whether they have been prepared in accordance with UK adopted
international accounting standards, subject to any material departures
disclosed and explained in the financial statements;
· prepare the financial statements on the going concern basis unless it
is inappropriate to presume that the Company will continue in business; and
· prepare a Report of the Directors, a Strategic Report and Directors'
Remuneration Report which comply with the requirements of the Companies Act
2006.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the company's transactions and disclose with
reasonable accuracy at any time the financial position of the company and
enable them to ensure that the financial statements comply with the Companies
Act 2006. They are also responsible for safeguarding the assets of the Company
and hence for taking reasonable steps for the prevention and detection of
fraud and other irregularities. The Directors are responsible for ensuring
that the Annual Report, taken as a whole, is fair, balanced and understandable
and provides the information necessary for shareholders to assess the Group's
performance, business model and strategy.
The Directors are also responsible under section 172 of the Companies Act 2006
to promote the success of the Company for the benefit of its members as a
whole and in doing so have regard for the needs of wider society and other
stakeholders.
Website Publication
The Directors are responsible for ensuring the Annual Report and the financial
statements are made available on a website. Financial statements are published
on the Company's website in accordance with legislation in the UK governing
the preparation and dissemination of financial statements, which may vary from
legislation in other jurisdictions. The maintenance and integrity of the
Company's website is the responsibility of the Directors. The Directors'
responsibilities also extend to the ongoing integrity of the financial
statements contained therein.
Directors' Responsibilities Pursuant to DTR4
The Directors confirm to the best of their knowledge that:
· the Group's financial statements have been prepared in accordance
with UK adopted international accounting standards and with the requirements
of the Companies Act 2006 as applicable to companies reporting under those
standards, and give a true and fair view of the assets, liabilities, financial
position and profit and loss of the Group; and
· the Annual Report includes a fair review of the development and
performance of the business and the financial position of the Group and the
Parent Company, together with a description of the principal risks and
uncertainties that they face.
On behalf of the Board
Lucinda Riches C.B.E.
Chairman
26 February 2025
Corporate Governance Report
This Corporate Governance Report forms part of the Report of the Directors.
The Board operates under a framework for corporate governance which is
appropriate for an investment company. All companies with a premium listing of
equity shares in the UK are required under the UK Listing Rules to report on
how they have applied the UK Code in their Annual Report and financial
statements.
The Company became a member of the AIC with effect from 27 March 2013 and has
therefore put in place arrangements to comply with the AIC Code and, in
accordance with the AIC Code, complies with the UK Code.
The AIC Code, as explained by the AIC Guide, addresses all the principles set
out in the UK Code, as well as setting out additional principles and
recommendations on issues that are of specific relevance to investment
companies such as the Company. In August 2024, the AIC Code was updated and
endorsed by the FRC and the 2024 AIC Code applies to accounting periods
beginning on or after 1 January 2025, with the exception of Provision 34 which
will apply to accounting periods beginning on or after 1 January 2026.
The AIC Code and the AIC Guide are available on the AIC's website,
www.theaic.co.uk (http://www.theaic.co.uk) . The UK Code is available on the
FRC's website, www.frc.org.uk (http://www.frc.org.uk) .
The Company has complied with the recommendations of the AIC Code throughout
the year, where applicable. The Company does not comply with recommendations
relating to the appointment of a Remuneration Committee or a performance
related remuneration policy as, being wholly comprised of non-executive
Directors, the Board itself considers such matters related to remuneration and
does not consider it appropriate for its remuneration to be incentivised
through performance outcomes.
Purpose, Culture and Values
The Company's purpose remains clear; to provide shareholders with an annual
dividend that increases in line with RPI inflation while preserving the
capital value of its investment portfolio in the long term on a real basis
through reinvestment of excess cash flow.
The Company provides investors with the opportunity to participate directly in
the ownership of UK wind farms, so increasing the resources and capital
dedicated to the deployment of renewable energy and the reduction of
greenhouse gas emissions.
As an investment trust with no employees, the Board has agreed that its
culture and values should be aligned with those of the Investment Manager and
centred on long term relationships with the Company's key stakeholders and
sustainable investment as follows:
· Integrity is at the heart of every activity, with importance being
placed on transparency, trustworthiness and dependability.
· The trust of stakeholders is very important to maintain the Company's
reputation, particularly for execution certainty for asset sellers and
delivery of investment promises to investors.
· Respect for differing opinions is to be shown across all interaction
and communication.
· Individual empowerment is sought with growth in responsibility and
autonomy being actively encouraged.
· Collaboration and effectively utilising the collective skills of all
participants is important to ensure ideas and information are best shared.
The Board of Directors continually reviews the Company's purpose, values and
strategy which promote the culture of the Company and focus on long term
relationships with the Company's key stakeholders and sustainable investment.
The Board believes it has a strong culture of collaboration and inclusivity,
which is reflected in the way in which Board meetings are conducted. The
Chairman promotes and facilitates a strong culture of open debate on topics,
encouraging participation and input from all Directors, the Investment Manager
and other advisors and service providers to ensure a wide exchange of views.
The Board annually considers the embedding of a collaborative and inclusive
culture as part of its performance review process.
The Board
As at the date of this report, the Board consists of 6 non-executive Directors
and represents a range of investment, financial and business skills and
experience. During the year, Martin McAdam retired as Director with effect
from 24 April 2024, and Abigail Rotheroe was appointed as a Director with
effect from 1 March 2024. Taraneh Azad has since joined the Board as a
Director with effect from 1 February 2025.
The Chairman of the Board is Lucinda Riches. In considering the independence
of the Chairman, the Board took note of the provisions of the AIC Code
relating to independence, and has determined that Lucinda remains independent
as a non-executive Director with a clear division of responsibilities from the
Investment Manager. The Senior Independent Director is Nick Winser The
Company, as an Investment Trust, has no employees and therefore there is no
requirement for a chief executive.
The Articles of Association provide that Directors shall retire and offer
themselves for re-election at the first AGM after their appointment and at
least every 3 years thereafter. However, the AIC Code requires that Directors
be subject to an annual election by shareholders, and the Directors comply
with this requirement. All of the Directors shall offer themselves for
re-election at the forthcoming AGM. Having considered their effectiveness,
demonstration of commitment to the role, length of service, attendance at
meetings and contribution to the Board's deliberations, the Board approves the
nomination for re-election of the Directors.
The Company's view is that the continuity and experience of its Directors are
important and that a suitable balance needs to be struck with the need for
independence and the refreshing of the skills and expertise of the Board. The
Company believes that some limited flexibility in its approach to Director
rotation and Chair tenure will enable it to manage succession planning more
effectively, as set out below. During the year, the Board conducted
comprehensive
recruitment processes aimed at ensuring a sustained balance of skills and
experience on the Board.
The terms and conditions of appointment of non-executive Directors are
available for inspection from the Company's registered office.
Chair Tenure Policy
The Company's policy on Chair tenure is available on the Company website. The
Company's policy on Chair tenure is that the Chairman should normally serve no
longer than 9 years as a Director and Chairman but, where it is in the best
interests of the Company, its shareholders and stakeholders, the Chairman may
serve for a limited time beyond that to help the Company manage succession
planning whilst at the same time still address the need for regular
refreshment and diversity. In such circumstances the independence of the other
Directors will ensure that the Board as a whole remains independent.
Diversity Policy
The Company's policy on Board diversity is available on the Company website
and sets out the approach that will be adopted to ensure that the Board
remains appropriately balanced, and relevant to the Company's operations. The
composition of the Board is reviewed annually by the Nomination Committee,
including the balance of skills, knowledge, experience and the diversity
policy is considered in conjunction with all Board appointments. The Board's
composition is detailed within the Strategic Report.
Performance and Evaluation
Pursuant to Provision 26 of the AIC Code, the Board undertakes a formal and
rigorous review of its performance each financial year. As a FTSE 250 company,
in keeping with the provisions of the AIC Code, it is the Company's policy
that every 3 years an external consultant, who has no connection with the
Company, carries out a formal review of the Board's performance. This was last
conducted in 2022 and therefore the Board will be subject to an external
review again in 2025. The Board will initiate a tender process and invite
external consultants to participate and complete a pre-qualification
questionnaire to develop a longlist of potential consultants. The chosen
consultant will be selected based on sector experience, process and output
with consideration to fee levels.
An internal evaluation of the Board, the Committees and individual Directors
was conducted during 2024 in the form of annual performance appraisals,
questionnaires and discussions to determine effectiveness and performance in
various areas, as well as the Directors' continued independence and tenure.
This process was facilitated by the Company Secretary. The reviews concluded
that the overall performance of the Board and its Committees was satisfactory
and the Board was confident in its ability to continue to govern the Company
well.
Each individual Director's training and development needs are reviewed
annually. All new Directors receive an induction from the Investment Manager
and Company Secretary, which includes the provision of information about the
Company and their responsibilities. In addition,
site visits and specific Board training sessions are arranged involving
presentations on relevant topics on a regular basis.
Board Responsibilities
The Board will meet, on average, 6 times in each calendar year for scheduled
Board meetings and on an ad hoc basis as and when necessary. At each meeting
the Board follows a formal agenda that will cover the business to be
discussed. Between meetings there is regular contact with the Investment
Manager and the Administrator. The Board requires to be supplied with
information by the Investment Manager, the Administrator and other advisers in
a form appropriate to enable it to discharge its duties.
The Board has responsibility for ensuring that the Company keeps proper
accounting records which disclose with reasonable accuracy at any time the
financial position of the Company and which enable it to ensure that the
financial statements comply with applicable regulation. It is the Board's
responsibility to present a fair, balanced and understandable Annual Report,
which provides the information necessary for shareholders to assess the
performance, strategy and business model of the Company. This responsibility
extends to the half year and other price sensitive public reports.
Audit Committee
The Company's Audit Committee is chaired by Caoimhe Giblin and consists of a
minimum of 3 members. In accordance with best practice, the Company's Chairman
is not a member of the Audit Committee however she does attend Audit Committee
meetings as and when deemed appropriate. The Audit Committee Report in this
report describes the work of the Audit Committee.
Management Engagement Committee
The Company's Management Engagement Committee comprises all of the Directors
and is required to meet at least once per year. The Chairman of the Management
Engagement Committee is Lucinda Riches. The Management Engagement Committee's
main function is to keep under review the performance of the Investment
Manager and make recommendations on any proposed amendment to the Investment
Management Agreement.
The Management Engagement Committee met once during the year and agreed an
amendment to the Investment Management Agreement with the Investment Manager.
Terms of reference for the Management Engagement Committee have been approved
by the Board and are available on the Company's website.
Nominations Committee
The Company's Nominations Committee comprises all of the Directors and is
required to meet at least once per year. The Chairman of the Nominations
Committee is Lucinda Riches. The Nominations Committee's main function is to
plan for Board succession and to review annually the structure, size and
composition of the Board and make recommendation to the Board with regard to
any changes that are deemed necessary. Terms of reference for the Nominations
Committee have been approved by the Board and are available on the Company's
website.
The Nominations Committee met 3 times during the year to consider Director
remuneration and Board succession planning, as well as to commence a non
executive director recruitment process with the assistance of an external
recruitment consultant, Heidrick & Struggles.
For the Director recruitment process, the Nominations Committee developed a
role specification with the assistance of Heidrick & struggles to identify
potential candidates for consideration, with a shortlist of candidates being
interviewed by Committee members and the Investment Manager before a final
decision was taken to recommend the appointment of Taraneh Azad to the Board.
The Nominations Committee will continue to review structure, size and
composition of the Board and report on succession planning annually to
preserve continuity by phasing the retirement of Directors approaching nine
years of service.
Communications and Disclosure Committee
The Company has established a Communications and Disclosure Committee which is
required to meet at least once a year. The committee has responsibility for,
amongst other things, determining on a timely basis the disclosure treatment
of material information, and assisting in the design, implementation and
periodic evaluation of disclosure controls and procedures. The Committee also
has responsibility for the identification of inside information for the
purpose of maintaining the Company's insider list.
Terms of reference for the Communications and Disclosure Committee have been
approved by the Board and are available on the Company's website. Membership
consists of the Chairman (or one other Director) and one of Stephen Lilley and
Matt Ridley. Additional members of the Committee may be appointed and existing
members removed by the Committee. The membership of the Committee is reviewed
by the Board on a periodic basis and at least once a year.
The AIC Code recommends that companies appoint a Remuneration Committee,
however the Board has not deemed this necessary, as being wholly comprised of
non-executive Directors, the whole Board considers these matters.
The Investment Manager
The Board has entered into the Investment Management Agreement with the
Investment Manager under which the Investment Manager is responsible for
developing strategy and the day-to-day management of the Group's investment
portfolio, in accordance with the Group's Investment Objective and Investment
Policy, subject to the overall supervision of the Board. A summary of the fees
paid to the Investment Manager are given in note 3 to the financial
statements.
The Investment Management Agreement may be terminated with immediate effect
and without compensation, by either the Investment Manager or the Company if
the other party has gone into liquidation, administration or receivership or
has committed a material breach of the Investment Management Agreement.
During the year, there was a revision to the terms of the Investment
Management Agreement with the basis of the fee calculation becoming the lower
of market capitalisation and NAV. This revision was effective on 1 January
2025.
The Board as a whole reviewed the Company's compliance with the UK Corporate
Governance Code, the Listing Rules, the Disclosure Guidance and Transparency
Rules and the AIC Code. In accordance with the Listing Rules, the Directors
confirm that the continued appointment of the Investment Manager under the
current terms of the Investment Management Agreement is in the interests of
shareholders. The Board also reviewed the performance of other service
providers and examined the effectiveness of the Company's internal control
systems during the year.
The Administrator and Company Secretary
Ocorian Administration (UK) Limited has acted as the Company's Administrator
and Company Secretary since December 2012 and provides essential services to
the Board, ensuring that Board procedures are followed and that it complies
with the Law and applicable rules and regulations.
The Company Secretary facilitates sound information flows to the Board for it
to function effectively and efficiently to support the decision making process
and advises the Board on updates to Listing and Transparency Rule requirements
and on best practice corporate governance developments. During 2024 and prior
to the publication of this report, the Company Secretary facilitated the
recruitment and induction of two newly appointed Directors and coordinated the
effectiveness evaluation review of the Board in conjunction with the Chairman.
Board Meetings, Committee Meetings and Directors' Attendance
The number of meetings of the full Board attended in the year to 31 December
2024 by each Director is set out below:
Scheduled Board Meetings Additional Board Meetings
(Total of 5) (Total of 7)
Lucinda Riches C.B.E. 5 7
Caoimhe Giblin 5 7
Nick Winser C.B.E. 5 7
Jim Smith 5 7
Abigail Rotheroe ((1)) 3 7
Martin McAdam ((2)) 3 1
((1)) Appointed with effect from 1 March 2024, at which point 2 scheduled
Board meetings had taken place.
((2)) Resigned with effect from 24 April 2024, at which point 2 scheduled
Board meetings and 6 additional Board meeting had taken place.
The number of meetings of the committees of the Board attended in the year to
31 December 2024 by each committee member is set out below:
Audit Committee Meetings Management Engagement Committee Meetings Nominations Committee Meetings
(Total of 4) (Total of 1) (Total of 3)
Lucinda Riches C.B.E. n/a 1 3
Caoimhe Giblin 4 1 3
Nick Winser C.B.E. 4 1 2
Jim Smith 4 1 3
Abigail Rotheroe ((1)) 2 1 2
Martin McAdam ((2)) 2 0 1
( )
((1) ) Appointed to the Board with effect from 1 March 2024, at which point 2
Audit Committee meetings, and 1 Nominations Committee meeting had taken place.
((2) ) Resigned from the Board with effect from 24 April 2024, at which point
2 Audit Committee meetings, no Management Engagement Committee meetings and 1
Nominations Committee meeting had taken place.
Internal Control
The Board is responsible for the Company's system of internal control and for
reviewing its effectiveness. The Board confirms that it has an ongoing process
for identifying, evaluating and managing the significant risks faced by the
Company. This process has been in place throughout the year and has continued
since the year end.
The Company's principal risks and uncertainties are detailed in the Strategic
Report. As further explained in the Audit Committee Report, the risks of the
Company are outlined in a risk matrix which was reviewed and updated during
the year. The Board continually reviews its policy setting and updates the
risk matrix at least annually to ensure that procedures are in place with the
intention of identifying, mitigating and minimising the impact of risks should
they crystallise. The Board has a process in place to identify emerging risks,
such as climate related risks, and to determine whether any actions are
required. The Board relies on reports periodically provided by the Investment
Manager and the Administrator regarding risks that the Company faces. When
required, experts are employed to gather information, including tax and legal
advisers. The Board also regularly monitors the investment environment and the
management of the Company's portfolio, and applies the principles detailed in
the internal control guidance issued by the FRC.
The Board holds an annual risk and strategy discussion, which enables the
Directors to consider risk outside the scheduled quarterly Board meetings.
This enables emerging risks to be identified and discussions on horizon
scanning to occur, so the Board can consider how to manage and potentially
mitigate any relevant emerging risks.
The principal features of the internal controls systems which the Investment
Manager and Administrator have in place in respect of the Group's financial
reporting are focused around the 3 lines of defence model and include:
· internal review of all financial reports;
· review by the Board of financial information prior to its
publication;
· authorisation limits over expenditure incurred by the Group;
· review of valuations; and
· authorisation of investments.
The Board is aware that the implementation of Provision 34 of the AIC Code
will be effective from accounting period beginning after 1 January 2026 and
work is currently being undertaken to ensure the appropriate detail in
relation to the review of the risk management and internal control systems
reported by the Investment Manager will be implemented by the period ended 31
December 2026.
Whistleblowing
The Board has considered the AIC Code recommendations in respect of
arrangements by which staff of the Investment Manager or Administrator may, in
confidence, raise concerns within their respective organisations about
possible improprieties in matters of financial reporting or other matters. It
has concluded that adequate arrangements are in place for the
proportionate and independent investigation of such matters and, where
necessary, for appropriate follow-up action to be taken within their
organisation.
Consumer Duty
On 31 July 2023 the FCA introduced a new Principle for Businesses (Principle
12) applicable to authorised firms in the UK which carry on "retail market
business" and who can determine, or materially influence retail customer
outcomes. This new Principle 12 was accompanied by a package of rules and
guidance, which are collectively known as the Consumer Duty.
The Company is not subject to the Consumer Duty as it is not an FCA authorised
firm. However, the Company is aware that its shares may be held by or on
behalf of retail customers, and that other firms within the distribution chain
of its shares are within scope of the Consumer Duty requirements. Accordingly,
it is the Board's intention that the Company will respond to information and
other requests from UK authorised firms in the distribution chain of the
Company's shares in such a way.
Amendment of Articles of Association
The Company's Articles of Association may be amended by the members of the
Company by special resolution (requiring a majority of at least 75 per cent of
the persons voting on the relevant resolution).
Engagement with Stakeholders
The Company is committed to maintaining good communications and building
positive relationships with all stakeholders, including shareholders, debt
providers, analysts, potential investors, suppliers and the wider communities
in which the Group and its investee companies operate. This includes regular
engagement with the Company's shareholders and other stakeholders by the
Board, the Investment Manager and the Administrator. Highlights of some of the
principal decisions that have been made in the interests of stakeholders can
be found within the section 172 statement of this report. Regular feedback is
provided to the Board to ensure they understand the views of stakeholders and
a stakeholder matrix is reviewed at each scheduled Board and Audit Committee
meeting to record the stakeholders considered for each item of business.
Relations with Shareholders
The Company welcomes the views of shareholders and places great importance on
communication with its shareholders. The Investment Manager is available at
all reasonable times to meet with principal shareholders and key sector
analysts. The Chairman, the Senior Independent Director and other Directors
are also available to meet with shareholders, if required.
All shareholders have the opportunity to put questions to the Company at its
registered address or via email. The AGM of the Company also provides a forum
for shareholders to meet and discuss issues with the Directors and Investment
Manager. The Company issues regulatory announcements via the London Stock
Exchange in respect of routine reporting obligations, periodic financial and
portfolio information updates and in response to other events.
The Board receives comprehensive shareholder reports from the Company's
Registrar and regularly monitors the views of shareholders and the shareholder
profile of the Company. The Board is also kept fully informed of all relevant
market commentary on the Company by the Investment Manager.
Relations with Other Stakeholders
The Company values its relationships with its debt providers. The Investment
Manager ensures that the Company continues to meet its debt covenants and
reporting requirements. During the year, the Company refinanced £725 million
of existing debt.
The Investment Manager conducts presentations with analysts and investors to
coincide with the announcement of the Company's full and half year results,
providing an opportunity for discussions and queries on the Company's
activities, performance and key metrics. In addition to these semi-annual
presentations, the Investment Manager meets regularly with analysts and
investors to provide further updates with how the Company and the investment
portfolio are
performing.
During the year, the Investment Manager hosted a Capital Markets Event, which
included a series of presentations and a question and answer session, which
was well supported by investors and analysts.
The Directors and Investment Manager receive informal feedback from analysts
and investors, which is presented to the Board by the Company's Joint Brokers.
The Company Secretary also receives informal feedback via queries submitted
through the Company's website and these are addressed by the Board, the
Investment Manager or the Company Secretary, where applicable.
The Company recognises that relationships with suppliers are enhanced by
prompt payment and the Company's Administrator ensures all payments are
processed within the contractual terms agreed with the individual suppliers.
The Company, via its Investment Manager, has long term and important
relationships with its operational site managers and turbine operations and
maintenance managers and reviews performance, including health and safety, on
a monthly basis. Representatives of the site manager and SPV board directors
from the Investment Manager, visit all operational sites on a regular basis
and generally carry out safety walks at least once a year on each site. The
Board's Health and Safety Director also visits sites from time to time.
Similarly, environment protection issues are reported on every month by the
site managers and annual habitat management plans are agreed by each SPV board
for all sites to ensure that the environment in and surrounding each windfarm
is carefully protected.
The Directors recognise that the long term success of the Company is linked to
the success of the communities in which the Group, and its investee companies,
operate. During the year, a number of community projects were supported by the
Group's investee companies.
Key decisions made or approved by the Directors during the year and the impact
of those decisions on the Company's members and wider stakeholders is
disclosed further in the Strategic Report.
Shareholders may also find Company information or contact the Company through
its website.
On behalf of the Board
Lucinda Riches C.B.E.
Chairman of the Board
26 February 2025
Audit Committee Report
At the date of this report, the Audit Committee comprised Caoimhe Giblin
(Chairman), Nick Winser, Jim Smith, Abigail Rotheroe and Taraneh Azad. The AIC
Code has a requirement that at least one member of the Audit Committee should
have recent and relevant financial experience and the Audit Committee as a
whole shall have competence relevant to the sector. The Board is satisfied
that the Audit Committee is properly constituted in these respects. The
qualifications and experience of all Audit Committee members are disclosed the
Board of Directors section of this report.
The Audit Committee operates within clearly defined terms of reference which
were reviewed during the financial year and approved by the Board, and include
all matters indicated by Disclosure Guidance and Transparency Rule 7.1 and the
AIC Code and are available for inspection on the Company's website:
www.greencoat-ukwind.com. The Company's Annual Report complies with the
provisions of the Competition and Markets Authority's (CMA) Order.
Audit Committee meetings are scheduled at appropriate times in the reporting
and auditing cycle. The Chairman, other Directors and third parties may be
invited to attend meetings as and when deemed appropriate.
Summary of the Role and Responsibilities of the Audit Committee
The duties of the Audit Committee, amongst other things, include reviewing the
Company's quarterly NAV, half year report, Annual Report and financial
statements and any formal announcements relating to the Company's financial
performance.
The Audit Committee is the forum through which the external Auditor reports to
the Board and is responsible for reviewing the terms of appointment of the
Auditor, together with their remuneration. On an ongoing basis, the Audit
Committee is responsible for reviewing the objectivity of the Auditor along
with the effectiveness of the audit and the terms under which the Auditor is
engaged to perform non-audit services (restricted to the limited scope review
of the half year report and reporting accountant services in relation to
equity raises). The Audit Committee is also responsible for reviewing the
Company's corporate governance framework, system of internal controls and risk
management, ensuring they are suitable for an investment company.
The Audit Committee reports its findings to the Board, identifying any matters
on which it considers that action or improvement is needed, and makes
recommendations on the steps to be taken.
The Audit Committee annually reviews its obligations and processes under the
FRC's Minimum Standard for audit committees to ensure it remains compliant
with the requirements and responsibilities for the oversight of the audit and
audit tender process.
Overview
During the year, the Audit Committee's discussions have been broad ranging. In
addition to the 4 formally convened Audit Committee meetings, the Audit
Committee has had regular contact and meetings with the Investment Manager,
the Administrator and the Auditor. These meetings and discussions focused on,
but were not limited to:
· a detailed analysis of the Company's quarterly NAVs;
· reviewing the updated risk matrix of the Company and assessing the
Company's risk management systems;
· reviewing the Company's corporate governance framework, including
climate related reporting disclosures under the TCFD framework;
· reviewing the internal controls framework for the Company, the
Administrator and the Investment Manager, considering the need for a separate
internal audit function;
· considering any incidents of internal control failure or fraud and
the Company's response;
· considering the ongoing assessment of the Company as a going concern;
· considering the principal risks and period of assessment for the
longer term viability of the Company;
· monitoring the ongoing appropriateness of the Company's status as an
investment entity under IFRS 10, in particular following an acquisition;
· monitoring compliance with AIFMD, the AIC code and other regulatory
and governance frameworks;
· reviewing and approving the audit plan in relation to the audit of
the Company's Annual Report and financial statements;
· monitoring the performance of the Auditor and its engagement with the
Investment Manager and Administrator;
· monitoring compliance with the Company's policy on the provision of
non-audit services by the Auditor;
· reviewing the effectiveness, resources, qualifications and
independence of the Auditor;
· reviewing the Company's adherence to the responsibilities within the
FRC Audit Committees and the External Audit: Minimum Standard; and
· reviewing the anti-money laundering procedures for the Company, the
Administrator and the Investment Manager.
Financial Reporting
The primary role of the Audit Committee in relation to financial reporting is
to review with the Investment Manager, the Administrator and the Auditor the
appropriateness of the half year report and Annual Report and financial
statements, concentrating on, amongst other matters:
· the quality and acceptability of accounting policies and practices;
· the clarity of the disclosures and compliance with financial
reporting standards and relevant financial and governance reporting
requirements;
· amendments to legislation and corporate governance reporting
requirements and accounting treatment of new transactions in the year;
· the impact of new and amended accounting standards on the Company's
financial statements;
· whether the Audit Committee believes that proper and appropriate
processes and procedures have been followed in the preparation of the half
year report and Annual Report and financial statements;
· considering and recommending to the Board for approval the contents
of the annual financial statements and reviewing the Auditor's report thereon
including considering whether the financial statements are overall fair,
balanced and understandable;
· material areas in which significant judgements have been applied or
there has been discussion with the Auditor; and
· any correspondence from regulators in relation to the Company's
financial reporting.
BDO LLP attended 2 of the 4 Audit Committee meetings held during the year. The
Audit Committee has also held private meetings with the Auditor to provide
additional opportunities for open dialogue and feedback. Matters typically
discussed include the Auditor's assessment of the transparency and openness of
interactions with the Investment Manager and the Administrator, confirmation
that there has been no restriction in scope placed on them, the independence
of their audit and how they have exercised professional scepticism.
Significant Issues
The Audit Committee discussed the planning, conduct and conclusions of the
external audit as it proceeded. At the Audit Committee meeting in advance of
the year end, the Audit Committee discussed and approved the Auditor's audit
plan. The Audit Committee identified the carrying value of investments as a
key area of risk of misstatement in the Company's financial statements.
Assessment of the Carrying Value of Investments
The Group has an accounting policy to designate investments at fair value
through profit or loss. Therefore, the most significant risk in the Group's
financial statements is whether its investments are fairly valued due to the
uncertainty involved in determining the investment valuations. There is also
an inherent risk of management override as the Investment Manager's fee is
calculated based on NAV, as disclosed in note 3 to the financial statements.
The Investment Manager is responsible for calculating the NAV with the
assistance of the Administrator, prior to approval by the Board.
On a quarterly basis, the Investment Manager provides a detailed analysis of
the NAV highlighting any movements and assumption changes from the previous
quarter's NAV. This analysis and the rationale for any changes made is
considered and challenged by the Chairman of the Audit Committee and
subsequently considered, challenged and approved by the Board. This risk has
been reduced as the terms of the Investment Management Agreement were amended
such that the basis of the investment management fee calculation will be the
lower of the Company's market capitalisation and NAV.
The Audit Committee has satisfied itself that the key estimates and
assumptions used in the valuation model are appropriate and that the
investments have been fairly valued. The key estimates and assumptions include
the useful life of the assets, the discount rates, the level of wind resource,
the rate of inflation, the price at which the power and associated benefits
can be sold and the amount of electricity the assets are expected to produce.
Internal Control
The Audit Committee has established a set of ongoing processes designed to
meet the particular needs of the Company in managing the risks to which it is
exposed.
The Investment Manager has identified the principal risks to which the Company
is exposed, and recorded them on a risk matrix together with the controls
employed to mitigate these risks. The Investment Manager also identifies
emerging risks and determines whether any actions are required. A residual
risk rating has been applied to each risk. The Audit Committee is responsible
for reviewing the risk matrix and associated controls before recommending to
the Board for consideration and approval, challenging the Investment Manager's
assumptions, to ensure a robust internal risk management process.
The Audit Committee considers risk and strategy regularly, and formally
reviewed the updated risk matrix in the first quarter of 2025 and will
continue to do so at least annually. By their nature, these procedures provide
a reasonable, but not absolute, assurance against material misstatement or
loss. Regular reports are provided to the Audit Committee highlighting
material changes to risk ratings.
The Audit Committee reviewed the Group's principal risks and uncertainties as
at 30 June 2024 to determine that these were unchanged from those disclosed in
the Company's 2023 Annual Report and remained the most likely to affect the
Group in the second half of the year.
During the year, the Audit Committee discussed and reviewed in depth the
internal controls frameworks in place at the Investment Manager and the
Administrator. Discussions were centred around 3 lines of defence: assurances
at operational level; internal oversight; and independent objective assurance.
The Administrator holds the International Standard on Assurance Engagements
(ISAE) 3402 SOC Type II certification. This entails an independent rigorous
examination and testing of their controls and processes.
The Audit Committee concluded that these frameworks were appropriate for the
identification, assessment, management and monitoring of financial, regulatory
and other risks, with particular regard to the protection of the interests of
the Company's shareholders.
Internal Audit
The Audit Committee continues to review the need for an internal audit
function and has decided that the systems, processes and procedures employed
by the Company, Investment Manager and Administrator, including their own
internal controls and procedures, provide sufficient assurance that an
appropriate level of risk management and internal control is maintained.
Schroders plc, the parent company of the Investment Manager has an internal
audit function which is responsible for independently assessing and validating
the effectiveness of key controls undertaken by the Investment Manager. In
2023, the Investment Manager's internal audit function engaged directly with
the Directors providing assurance reports which were discussed at the
Company's Audit and Risk Committee meetings. The Company's Administrator and
Company Secretary formally reports to the Board on its internal control
procedures and holds the International Standard on Assurance Engagements
(ISAE) 3402 SOC Type II certification which entails an independent rigorous
examination and testing of its controls and processes. In addition to this,
the Company's external Depositary provides cash monitoring, asset verification
and oversight services to the Company.
The Audit Committee has therefore concluded that shareholders' investments and
the Company's assets are adequately safeguarded and an internal audit function
specific to the Company is considered unnecessary.
The Audit Committee is available on request to meet investors in relation to
the Company's financial reporting and internal controls.
External Auditor
Effectiveness of the Audit Process
The Audit Committee assessed the effectiveness of the audit process by
considering BDO LLP's fulfilment of the agreed audit plan through the
reporting presented to the Audit Committee by BDO LLP and the discussions at
the Audit Committee meeting, which highlighted the major issues that arose
during the course of the audit. In addition, the Audit Committee also sought
feedback from the Investment Manager and the Administrator on the
effectiveness of the audit process. For this financial year, the Audit
Committee was satisfied that there had been appropriate focus and challenge on
the primary areas of audit risk and assessed the quality of the audit process
to be good.
Non-Audit Services
The Audit Committee has a policy regarding the provision of non audit services
by the external Auditor. The Audit Committee monitors the Group's expenditure
on non-audit services provided by the Company's Auditor who should only be
engaged for non-audit services where they are deemed to be the most
commercially viable supplier and prior approval of the Audit Committee has
been sought.
Details of fees paid to BDO LLP during the year are disclosed in note 5 to the
financial statements. The Audit Committee approved these fees after a review
of the level and nature of work to be performed and are satisfied that they
are appropriate for the scope of the work required. The Audit Committee seeks
to ensure that any non-audit services provided by the external Auditor do not
conflict with their statutory and regulatory responsibilities, as well as
their independence, before giving written approval prior to their engagement.
The Audit Committee was satisfied that provision of these non-audit services
did not provide threats to the Auditor's independence.
Independence
The Audit Committee is required to consider the independence of the external
Auditor. In fulfilling this requirement, the Audit Committee has considered a
report from BDO LLP describing its arrangements to identify, report and manage
any conflict of interest and the extent of non-audit services provided by
them.
The Audit Committee has concluded that it considers BDO LLP to be independent
of the Company and that the provision of the non-audit services described
above is not a threat to the objectivity and independence of the conduct of
the audit.
Re-appointment
BDO LLP has been the Company's Auditor from its incorporation on 4 December
2012. The Auditor is required to rotate the audit partner responsible for the
Group audit every 5 years. A new lead partner was appointed in 2020 and
therefore the lead partner will be required to rotate after the completion of
the 2024 year end audit.
The external audit contract is required to be put to tender at least every 10
years. The Audit Committee last conducted a formal and competitive external
audit tender process in 2022 and resolved to reappoint BDO LLP as the
Company's Auditor for the year ending 31 December 2023. The tender process
adhered to the requirements of the FRC's Minimum Standard on audit tendering,
being led by the Audit Committee who had invited challenger audit firms for
consideration against a comprehensive selection criteria and audit quality
indicators published by the FRC.
As described above, the Audit Committee reviewed the effectiveness and
independence of the Auditor and remains satisfied that the Auditor provides
effective independent challenge to the Board, the Investment Manager and the
Administrator. The Audit Committee will continue to monitor the performance of
the Auditor on an annual basis and will consider their independence and
objectivity, taking account of appropriate guidelines.
The Audit Committee has therefore recommended to the Board that BDO LLP be
proposed for re-appointment as the Company's Auditor at the 2025 AGM of the
Company.
The Company has complied with The Statutory Audit Services for Large Companies
Market Investigation (Mandatory Use of Competitive Tender Processes and Audit
Committee Responsibilities) Order 2014 for the 2024 financial year.
Caoimhe Giblin
Chairman of the Audit Committee
26 February 2025
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2024
Note For the year ended For the year ended
31 December 2024
31 December 2023
£'000 £'000
Investment income 4 394,715 422,724
Movement in fair value of investments 9 (341,229) (191,402)
Other income 8,180 3,059
Total income and movement in fair value of investments 61,666 234,381
Operating expenses 5 (37,240) (37,608)
Transaction costs (807) (2,797)
Operating profit 23,619 193,976
Finance expense 13 (105,251) (67,396)
Net movement on interest rate swaps held at fair value 14 26,217 -
(Loss)/profit for the year before tax (55,415) 126,580
Tax 6 - (392)
Loss/profit for the year after tax (55,415) 126,188
(Loss)/profit and total comprehensive (expense)/income attributable to:
Equity holders of the Company (55,415) 126,188
Earnings per share
Basic and diluted earnings from continuing operations in the year (pence) 7 (2.43) 5.44
The accompanying notes form an integral part of the financial statements.
Consolidated Statement of Financial Position
As at 31 December 2024
Note 31 December 2024 31 December 2023
£'000 £'000
Non current assets
Investments at fair value through profit or loss 9 5,142,245 5,538,636
Interest rate swaps held at fair value through profit or loss 14 39,999 -
5,182,244 5,538,636
Current assets
Receivables 11 18,537 41,129
Cash at bank 5,795 21,805
24,332 62,934
Current liabilities
Loans and borrowings 13 - (500,000)
Payables 12 (23,690) (17,573)
Net current assets / (liabilities) 642 (454,639)
Non current liabilities
Loans and borrowings 13 (1,760,000) (1,290,000)
Interest rate swaps held at fair value through profit or loss 14 (13,782)
Net assets 3,409,104 3,793,997
Capital and reserves
Called up share capital 16 23,074 23,121
Share premium 16 2,471,821 2,471,515
Capital redemption reserve 16 113 66
Treasury reserve 16 (73,172) -
Retained earnings 987,268 1,299,295
Total shareholders' funds 3,409,104 3,793,997
Net assets per share (pence) 17 151.2 164.1
Authorised for issue by the Board of Greencoat UK Wind PLC (registered number
08318092) on 26 February 2025 and signed on its behalf by:
Lucinda Riches
C.B.E.
Caoimhe Giblin
Chairman
Director
The accompanying notes form an integral part of the financial statements.
Statement of Financial Position - Company
As at 31 December 2024
Note 31 December 2024 31 December 2023
£'000 £'000
Non current assets
Investments at fair value through profit or loss 9 5,177,725 5,558,357
5,177,725 5,558,357
Current assets
Receivables 11 13,521 40,381
Cash at bank 188 52
13,709 40,433
Current liabilities
Loans and borrowings 13 - (500,000)
Payables 12 (22,330) (14,793)
Net current assets / (liabilities) (8,621) (474,360)
Non current liabilities
Loans and borrowings 13 (1,760,000) (1,290,000)
Net assets 3,409,104 3,793,997
Capital and reserves
Called up share capital 16 23,074 23,121
Share premium 16 2,471,821 2,471,515
Capital redemption reserve 16 113 66
Treasury reserve 16 (73,172) -
Retained earnings 987,268 1,299,295
Total shareholders' funds 3,409,104 3,793,997
Net assets per share (pence) 17 151.2 164.1
The Company has taken advantage of the exemption under section 408 of the
Companies Act 2006 and accordingly has not presented a Statement of
Comprehensive Income for the Company alone. The loss after tax of the Company
alone for the year was £55,415,000 (2023: profit after tax of £126,188,000).
Authorised for issue by the Board on 26 February 2025 and signed on its behalf
by:
Lucinda Riches
C.B.E.
Caoimhe Giblin
Chairman
Director
The accompanying notes form an integral part of the financial statements.
Consolidated and Company Statement of Changes in Equity
For the year ended 31 December 2024
For the year ended Note Share capital Share premium Capital redemption reserve Treasury reserve Retained earnings Total
31 December 2024
£'000 £'000 £'000 £'000 £'000 £'000
Opening net assets attributable to shareholders (1 January 2024) 23,121 2,471,515 66 - 1,299,295 3,793,997
Share buybacks 16 (47) - 47 (74,265) (6,788) (81,053)
Share buyback costs - - - (476) (47) (523)
Shares issued to the Investment Manager 16 - 306 - 1,569 - 1,875
Loss and total comprehensive expense for the year - - - - (55,415) (55,415)
Interim dividends paid in the year 8 - - - - (249,777) (249,777)
Closing net assets attributable to shareholders 23,074 2,471,821 113 (73,172) 987,268 3,409,104
After taking account of cumulative unrealised gains of £207,200,403, the
total reserves distributable by way of a dividend as at 31 December 2024 were
£780,067,479.
For the year ended Note Share capital Share premium Capital redemption reserve Retained earnings Total
31 December 2023
£'000 £'000 £'000 £'000 £'000
Opening net assets attributable to shareholders 23,181 2,470,396 - 1,379,651 3,873,228
(1 January 2023)
Issue of share capital 16 6 1,119 - - 1,125
Share buybacks 16 (66) - 66 (9,439) (9,439)
Share buyback costs - - - (62) (62)
Profit and total comprehensive income for the year - - - 126,188 126,188
Interim dividends paid in the year 8 - - - (197,043) (197,043)
Closing net assets attributable to shareholders 23,121 2,471,515 66 1,299,295 3,793,997
After taking account of cumulative unrealised gains of £522,040,697, the
total reserves distributable by way of a dividend as at 31 December 2023 were
£777,254,592.
The accompanying notes form an integral part of the financial statements.
Consolidated Statement of Cash Flows
For the year ended 31 December 2024
Note For the year ended For the year ended
31 December 2024
31 December 2023
£'000 £'000
Net cash flows from operating activities 18 391,011 359,801
Cash flows from investing activities
Acquisition of investments 9 (14,553) (820,925)
Disposal of investments 9 41,276 -
Transaction costs (522) (2,742)
Repayment of shareholder loan investments 9 28,439 50,199
Net cash flows from investing activities 54,640 (773,468)
Cash flows from financing activities
Share buybacks (80,417) (9,439)
Share buyback costs (521) (56)
Amounts drawn down on loan facilities 139,000 1,040,000
Amounts repaid on loan facilities (169,000) (350,000)
Finance costs (100,946) (67,773)
Dividends paid 8 (249,777) (197,043)
Net cash flows from financing activities (461,661) 415,689
Net (decrease)/increase in cash and cash equivalents during the year (16,010) 2,022
Cash at the beginning of the year 21,805 19,783
Cash and cash equivalents at the end of the year 5,795 21,805
The accompanying notes form an integral part of the financial statements.
Statement of Cash Flows - Company
For the year ended 31 December 2024
Note For the year ended For the year ended
31 December 2024
31 December 2023
£'000 £'000
Net cash flows from operating activities 18 (1,847) (65,695)
Cash flows from investing activities
Loans advanced to Group companies 9 (17,061) (680,800)
Repayment of loans to Group companies 9 482,467 328,412
Net cash flows from investing activities 465,406 (352,388)
Cash flows from financing activities
Share buybacks (80,417) (9,439)
Share buyback costs (521) (56)
Amounts drawn down on loan facilities 13 139,000 1,040,000
Amounts repaid on loan facilities 13 (169,000) (350,000)
Finance costs (102,708) (67,773)
Dividends paid 8 (249,777) (197,043)
Net cash flows from financing activities (463,423) 415,689
Net increase / (decrease) in cash during the year 136 (2,394)
Cash at the beginning of the year 52 2,446
Cash at the end of the year 188 52
The accompanying notes form an integral part of the financial statements.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
1. Material accounting policies
Basis of accounting
The consolidated annual financial statements have been prepared in accordance
with UK adopted international accounting standards and with the requirements
of the Companies Act 2006 as applicable to companies reporting under those
standards.
The annual financial statements have been prepared on the historical cost
basis, as modified for the measurement of certain financial instruments at
fair value through profit or loss. The principal accounting policies are set
out below.
These consolidated financial statements are presented in pounds sterling,
which is the currency of the primary economic environment in which the Group
operates and are rounded to the nearest thousand, unless otherwise stated.
Going concern
The Group's business activities, together with the factors likely to affect
its future development, performance and position, are set out in the
Investment Manager's Report. The Group faces a number of risks and
uncertainties, as set out in the Strategic Report. The financial risk
management objectives and policies of the Group, including exposure to price
risk, interest rate risk, credit risk and liquidity risk are discussed in note
19 to the financial statements.
As at 31 December 2024, the Group had net current assets of £0.6 million
(2023: net current liabilities of £454.6 million), cash balances of £5.8
million (2023: £21.8 million) (excluding cash balances within investee
companies of £135.9 million (2023: £159.3 million)) and security cash
deposits of £13.3 million (2023: £40.1 million).
The Company had £1,490 million (2023: £1,390 million) of term debt as at 31
December 2024, with an additional £270 million drawn on its £400 million
RCF. The covenants on the Group's banking facilities are limited to gearing,
interest cover, and finance charges payable as a percentage of GAV and the
Group is expected to continue to comply with these covenants going forward.
The Group continues to meet day-to-day liquidity needs through its cash
resources.
The major cash outflows of the Group are the payment of dividends, costs
relating to the acquisition of new assets and purchases of its own shares, all
of which are discretionary. The Group has sufficient access to debt, including
its RCF, in order to fund any future wind farm investment within the
parameters of its Investment Policy.
( )
As the Company's shares traded at an average discount to NAV of 14 per cent
during the year, a continuation vote is to be proposed at the Company's AGM in
April 2025 in line with its Articles of Association. The Board believes that
the Company's share price performance during the year is reflective of its
macroeconomic environment, and not of the financial prospects of the Company.
The Board believes that the outcome of the shareholder continuation vote will
not impair the Company's ability to operate as a going concern.
The Board has reviewed Group forecasts and projections which cover a period of
at least 12 months from the date of approval of this report. On the basis of
this review, taking into account foreseeable changes in investment and trading
performance, and after making due enquiries, the Directors have a reasonable
expectation that the Company and the Group have adequate resources to continue
in operational existence from the date of approval of this report to at least
February 2026. Accordingly, they continue to adopt the going concern basis in
preparing the financial statements.
Accounting for subsidiaries
The Directors have concluded that the Group has all the elements of control as
prescribed by IFRS 10 "Consolidated Financial Statements" in relation to all
its subsidiaries and that the Company continues to satisfy the 3 essential
criteria to be regarded as an investment entity as defined in IFRS 10, IFRS 12
"Disclosure of Interests in Other Entities" and IAS 27 "Consolidated and
Separate Financial Statements". The 3 essential criteria are such that the
entity must:
1. Obtain funds from one or more investors for the purpose of providing
these investors with professional investment management services;
2. Commit to its investors that its business purpose is to invest its
funds solely for returns from capital appreciation, investment income or both;
and
3. Measure and evaluate the performance of substantially all of its
investments on a fair value basis.
In satisfying the second essential criteria, the notion of an investment time
frame is critical. An investment entity should not hold its investments
indefinitely but should have an exit strategy for their realisation. Although
the Company has invested in equity interests in wind farms that have an
indefinite life, the underlying wind farm assets that it invests in have an
expected life of 30 years. The Company intends to hold the majority of these
wind farms for the remainder of their useful life to preserve the capital
value of the portfolio. However, as the wind farms are expected to have no
residual value after their 30 year life, the Directors consider that this
demonstrates a clear exit strategy from these investments. During the year,
the Company also sold a minority stake in 2 of its investments as detailed in
the Investment Manager's Report, which offers an additional alternative exit
strategy.
Subsidiaries are therefore measured at fair value through profit or loss, in
accordance with IFRS 13 "Fair Value Measurement" and IFRS 9 "Financial
Instruments". The financial support provided by the Company to its
unconsolidated subsidiaries is disclosed in note 10.
Notwithstanding this, IFRS 10 requires subsidiaries that provide services that
relate to the investment entity's investment activities to be consolidated.
Accordingly, the annual financial statements include the consolidated
financial statements of Greencoat UK Wind PLC and Greencoat UK Wind Holdco
Limited (a 100 per cent owned UK subsidiary). In respect of these entities,
intra-Group balances and any unrealised gains arising from intra-Group
transactions are eliminated in preparing the consolidated financial
statements. Unrealised losses are eliminated unless the costs cannot be
recovered. The financial statements of subsidiaries that are included in the
consolidated financial statements are included from the date that control
commences until the dates that control ceases.
In the Parent Company's financial statements, investments in subsidiaries are
measured at fair value through profit or loss in accordance with IFRS 9, as
permitted by IAS 27.
Accounting for associates and joint ventures
The Group has taken the exemption permitted by IAS 28 "Investments in
Associates and Joint Ventures" and IFRS 11 "Joint Arrangements" for entities
similar to investment entities and measures its investments in associates and
joint ventures at fair value. The Directors consider an associate to be an
entity over which the Group has significant influence, through an ownership of
between 20 per cent and 50 per cent. The Group's associates and joint ventures
are disclosed in note 10.
New and amended standards and interpretations applied
The following new standards or interpretations are effective for the first
time for periods beginning on or after 1 January 2024 and had an effect on the
Group's or Company's financial statements:
· Classification of Liabilities as Current or Non-Current
(Amendments to IAS 1 Presentation of Financial Statements);
· Non-current Liabilities with Covenants (Amendments to IAS 1
Presentation of Financial Statements); and
· Supplier Finance Arrangements (Amendments to IAS 7 Statement of
Cash Flows and IFRS 7 Financial Instruments: Disclosures)
New and amended standards and interpretations not applied
At the date of authorisation of these financial statements, the following new
standards had been published and will be effective in future accounting
periods.
Effective for accounting periods beginning on or after 1 January 2027:
· IFRS 18 Presentation and Disclosures in Financial Statements.
· IFRS 19 Subsidiaries without Public Accountability: Disclosures.
At the date of authorisation of these financial statements, the following
amendments had been published and will be effective in future accounting
periods.
Effective for accounting periods beginning on or after 1 January 2025:
· Lack of Exchangeability (Amendments to IAS 21 The Effects of
Changes in Foreign Exchange Rates)
Effective for accounting periods beginning on or after 1 January 2026:
· Classification and measurement of financial instruments
(Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments:
Disclosures.
The impact of these new and amended standards is not expected to be material
to the reported results and financial position of the Group.
Financial instruments
Financial assets and financial liabilities are recognised in the Group's
Consolidated Statement of Financial Position when the Group becomes a party to
the contractual provisions of the instrument.
At 31 December 2024 and 2023, the carrying amounts of cash at bank, security
cash deposits, receivables, payables, accrued expenses and short term
borrowings reflected in the financial statements are reasonable estimates of
fair value in view of the nature of these instruments or the relatively short
period of time between the original instruments and their expected
realisation. The fair value of advances and other balances with related
parties which are short term or repayable on demand is equivalent to their
carrying amount.
The Group uses interest rate swaps to manage its risks associated with
interest rates, which are recognised as financial assets when the fair value
is positive and as liabilities when the fair value is negative. Gains or
losses resulting from the movement in fair value of the Group's interest rate
swaps are recognised in the Consolidated Statement of Comprehensive Income at
each valuation point.
Financial assets
The classification of financial assets at initial recognition depends on the
purpose for which the financial asset was acquired and its characteristics.
All financial assets are initially recognised at fair value. All purchases of
financial assets are recorded at the date on which the Group became party to
the contractual requirements of the financial asset.
The Group's and Company's financial assets at 31 December 2024 principally
comprise of investments and interest rate swaps held at fair value through
profit or loss and receivables.
Receivables at amortised cost
Impairment provisions for receivables are recognised based on a forward
looking expected credit loss model. All financial assets assessed under this
model are immaterial to the financial statements.
Financial assets held at fair value through profit or loss
Investments are designated upon initial recognition as held at fair value
through profit or loss. Gains or losses resulting from the movement in fair
value of the Group's loan and equity investments are recognised in the
Consolidated Statement of Comprehensive Income at each valuation point. As
shareholder loan investments form part of a managed portfolio of assets whose
performance is evaluated on a fair value basis, loan investments are
designated at fair value in line with equity investments.
The Company's loan and equity investments in Holdco are held at fair value
through profit or loss. Gains or losses resulting from the movement in fair
value are recognised in the Company's Statement of Comprehensive Income at
each valuation point.
Fair value is defined as the amount for which an asset could be exchanged
between knowledgeable willing parties in an arm's length transaction. Fair
value is calculated on a discounted cash flow basis in accordance with IFRS 13
and IFRS 9.
Recognition and derecognition of financial assets
Financial assets are recognised/derecognised at the date of the
purchase/disposal. Investments are initially recognised at cost, being the
fair value of consideration given. Transaction costs are recognised in the
Consolidated Statement of Comprehensive Income as incurred.
A financial asset (in whole or in part) is derecognised either:
· when the Group has transferred substantially all the risks and
rewards of ownership; or
· when it has neither transferred or retained substantially all the
risks and rewards and when it no longer has control over the assets or a
portion of the asset; or
· when the contractual right to receive cash flow has expired.
Financial liabilities
Financial liabilities are classified according to the substance of the
contractual agreements entered into and are recorded on the date on which the
Group becomes party to the contractual requirements of the financial
liability.
All loans and borrowings are initially recognised at cost, being fair value of
the consideration received, less issue costs where applicable. After initial
recognition, all interest bearing loans and borrowings are subsequently
measured at amortised cost using the effective interest rate method. Loan
balances as at the year end have not been discounted to reflect amortised
cost, as the amounts are not materially different from the outstanding
balances.
Finance expenses
Borrowing costs are recognised in the Consolidated Statement of Comprehensive
Income in the period to which they relate on an accruals basis.
Share capital
Financial instruments issued by the Company are treated as equity if the
holder has only a residual interest in the assets of the Company after the
deduction of all liabilities. The Company's ordinary shares are classified as
equity instruments.
Incremental costs directly attributable to the issue of new shares are shown
in share premium as a deduction from proceeds. Incremental costs include those
incurred in connection with the placing and admission which include fees
payable under a placing agreement, legal costs and any other applicable
expenses.
Repurchase of ordinary shares
Where ordinary shares have been repurchased and cancelled, the nominal value
of the ordinary share capital repurchased is transferred out of share capital
and into the capital redemption reserve. The cost of repurchasing the ordinary
shares is recognised in the Consolidated Statement of Changes in Equity and
included within retained earnings.
Where ordinary shares have been repurchased and held in treasury, the
consideration paid is recognised in the Consolidated Statement of Changes in
Equity and deducted from equity attributable to the Company's equity holders
until the shares are cancelled, reissued or sold.
No gain or loss is recognised within the Consolidated Statement of
Comprehensive Income on the purchase, sale, issue or cancellation of the
Company's own equity investments. Share repurchase transactions are accounted
for on a trade date basis. Costs in relation to the repurchase of ordinary
shares, including the related stamp duty and transaction costs are
recognised in the Consolidated Statement of Changes in Equity and included
within the treasury reserve.
Dividends
Dividends payable are recognised as distributions in the financial statements
when the Company's obligation to make payment has been established.
Income recognition
Dividend income and interest income on shareholder loan investments are
recognised when the Group's entitlement to receive payment is established.
Gains or losses resulting from the movement in fair value of the Group's
interest rate swaps or the Group's and Company's investments held at fair
value through profit or loss are recognised in the Consolidated or Company
Statement of Comprehensive Income at each valuation point.
Expenses
Expenses are accounted for on an accruals basis. Share issue expenses of the
Company directly attributable to the issue and listing of shares are charged
to the share premium account.
The Company issues shares to the Investment Manager in exchange for receiving
investment management services. The fair value of the investment management
services received in exchange for shares is recognised as an expense at the
time at which the investment management fees are earned, with a corresponding
increase in equity. The fair value of the investment management services is
calculated by reference to the definition of investment management fees in the
Investment Management Agreement.
Taxation
Under the current system of taxation in the UK, the Group is liable to
taxation on its operations in the UK.
Current tax is the expected tax payable on the taxable income for the period,
using tax rates that have been enacted or substantively enacted at the date of
the Consolidated Statement of Financial Position.
The Group does not expect to recognise any deferred tax assets or liabilities
as it would expect to avail from substantial shareholder relief on any
temporary or permanent difference arising from any potential future sale of an
investment.
2. Critical accounting judgements, estimates and assumptions
The preparation of the financial statements requires the application of
estimates and assumptions which may affect the results reported in the
financial statements. Estimates, by their nature, are based on judgement and
available information.
As disclosed in note 1, the Directors have concluded that the Company meets
the definition of an investment entity as defined in IFRS 10, IFRS 12 and IAS
27. This conclusion involved a degree of judgement and assessment as to
whether the Company met the criteria outlined in the accounting standards.
Significant accounting estimates and assumptions
The estimates and assumptions that have a significant risk of causing a
material adjustment to the carrying value of assets and liabilities are those
used to determine the fair value of the investments as disclosed in note 9 to
the financial statements.
The key assumptions that have a significant impact on the carrying value of
investments that are valued by reference to the discounted value of future
cash flows are the useful life of the assets, the discount rates, the level of
wind resource, the rate of inflation, the price at which the power and
associated benefits can be sold and the amount of electricity the assets are
expected to produce. The sensitivity analysis of these key assumptions is
outlined in note 9 to the financial statements.
Significant judgement
Useful lives are based on the Investment Manager's estimates of the period
over which the assets will generate revenue which are periodically reviewed
for continued appropriateness. The assumption used for the useful life of the
wind farms is 30 years. The actual useful life may be a shorter or longer
period depending on the actual operating conditions experienced by the asset.
The discount rates are subjective and therefore it is feasible that a
reasonable alternative assumption may be used resulting in a different value.
The discount rates applied to the cash flows are reviewed periodically by the
Investment Manager to ensure they are at the appropriate level. The Investment
Manager will take into consideration market transactions, where of similar
nature, when considering changes to the discount rates used.
The revenues and expenditure of the investee companies are frequently partly
or wholly subject to indexation and an assumption is made that inflation will
increase at a long term rate.
The price at which the output from the generating assets is sold is a factor
of both wholesale electricity prices and the revenue received from the
Government support regimes. Future power prices are estimated using external
third party forecasts, and may be adjusted by the Investment Manager where
more conservative assumptions are considered appropriate. These third party
forecasts take the form of specialist consultancy reports, reflecting various
factors including gas prices, carbon prices and renewables deployment, each of
which reflect the UK and global response to climate change. The future power
price assumptions are reviewed as and when these forecasts are updated. There
is an inherent uncertainty in future wholesale electricity price projection.
Specifically commissioned external reports are used to estimate the expected
electrical output from the wind farm assets taking into account the expected
average wind speed at each location and generation data from historical
operation. The actual electrical output may differ considerably from that
estimated in such a report mainly due to the variability of actual wind to
that modelled in any one period. Assumptions around electrical output will be
reviewed periodically in the future when more meaningful information is
available on average wind speeds in the UK, which can cause a material change
in this expectation.
As disclosed in note 10, the fair value of guarantees and counter indemnities
provided by the Group on behalf of its investments are considered to be £nil,
as the Directors do not expect Group cash flows to crystalise as a result of
these guarantees or counter indemnities.
3. Investment management fees
Under the terms of the Investment Management Agreement, the Investment Manager
is entitled to a combination of a Cash Fee and an Equity Element from the
Company.
The Cash Fee is based upon the NAV as at the start of the quarter in question
on the following basis:
· on that part of the then most recently announced NAV up to and
including £500 million, an amount equal to 0.25 per cent of such part of the
NAV;
· on that part of the then most recently announced NAV over £500
million and up to and including £1,000 million, an amount equal to 0.225 per
cent of such part of the NAV;
· on that part of the then most recently announced NAV over £1,000
million and up to and including £3,000 million, an amount equal to 0.2 per
cent of such part of the NAV; and
· on that part of the then most recently announced NAV over £3,000
million, an amount equal to 0.175 per cent of such part of the NAV.
The Equity Element is calculated quarterly in advance and has a value as set
out below:
· on that part of the then most recently announced NAV up to and
including £500 million, 0.05 per cent; and
· on that part of the then most recently announced NAV over £500
million up to and including £1,000 million, 0.025 per cent.
The ordinary shares issued to the Investment Manager under the Equity Element
are subject to a 3 year lock up starting from the quarter in which they are
due to be paid.
As at 31 December each year, the Cash Fee and Equity Element shall be subject
to a true-up to the value that would have been deliverable had they been
calculated quarterly in arrears.
Investment management fees paid or accrued in the year were as follows:
For the year ended For the year ended
31 December 2024
31 December 2023
£'000 £'000
Cash Fee 29,543 31,344
Equity Element 1,500 1,500
31,043 32,844
The value of the Equity Element and the Cash Fee detailed in the table above
include the true-up amount for the year calculated in accordance with the
Investment Management Agreement.
The Cash Fee relating to the quarter ended 31 December 2024 was accrued at
year end. This is further detailed in note 20.
In December 2024, the terms of the Investment Management Agreement were
amended such that the basis of the investment management fee calculation will
be the lower of the Company's market capitalisation and NAV, with effect from
1 January 2025. The fee thresholds and rates applied as set out above remain
unchanged.
4. Investment income
For the year ended For the year ended
31 December 2024
31 December 2023
£'000 £'000
Dividends received (note 20) 323,609 359,939
Interest on shareholder loan investment received (note 20) 71,106 62,785
394,715 422,724
5. Operating expenses
For the year ended For the year ended
31 December 2024
31 December 2023
£'000 £'000
Management fees (note 3) 31,043 32,844
Group and SPV administration fees 1,330 1,231
Non-executive Directors' fees 415 385
Other expenses 4,174 2,895
Fees to the Group's Auditor:
for audit of the statutory financial statements 273 248
for other audit related services 5 5
37,240 37,608
Total fees payable to the Group's Auditor, BDO LLP, for non-audit services
during the year ended 31 December 2024 were £5,100 (2023: £4,800), payable
in relation to a limited procedures on the half year report.
6. Taxation
For the year ended For the year ended
31 December 2024
31 December 2023
£'000 £'000
UK Corporation Tax charge - 392
- 392
The tax charge for the year shown in the Statement of Comprehensive Income is
lower than the standard rate of corporation tax of 25 per cent (2023: 23.52
per cent). The differences are explained below.
For the year ended For the year ended
31 December 2024
31 December 2023
£'000 £'000
(Loss) / profit for the year before taxation (55,415) 126,580
(Loss) / profit for the year multiplied by the standard rate of corporation (13,854) 29,772
tax of 25 per cent (2023: 23.52 per cent)
Fair value movements (not subject to taxation) 87,463 47,667
Dividends received (not subject to taxation) (80,902) (84,660)
Expenditure not deductible for tax purposes 422 658
Surrendering of tax losses to other group companies for nil consideration 5,375 5,042
Other net tax adjustments 1,496 1,521
Adjustment from previous period - 392
Total tax charge - 392
7. Earnings per share
For the year ended For the year ended
31 December 2024
31 December 2023
(Loss) / profit attributable to equity holders of the Company - £'000 (55,415) 126,188
Weighted average number of ordinary shares in issue 2,282,844,863 2,317,758,378
Basic and diluted earnings from continuing operations in the year (pence) (2.43) 5.44
Dilution of the earnings per share as a result of the Equity Element of the
investment management fee as disclosed in note 3 does not have a significant
impact on the basic earnings per share.
8. Dividends declared with respect to the year
Interim dividends paid during the year ended 31 December 2024 Dividend per share Total dividend
pence £'000
With respect to the quarter ended 31 December 2023 3.43 79,114
With respect to the quarter ended 31 March 2024 2.50 57,268
With respect to the quarter ended 30 June 2024 2.50 56,843
With respect to the quarter ended 30 September 2024 2.50 56,552
10.93 249,777
Interim dividends declared after 31 December 2024 and not accrued in the year Dividend per share Total dividend
pence £'000
With respect to the quarter ended 30 December 2024 2.50 56,166
2.50 56,166
On 29 January 2025, the Company announced a dividend of 2.5 pence per share
with respect to the quarter ended 31 December 2024, bringing the total
dividend declared with respect to the year to 31 December 2024 to £226.8
million, equivalent to 10 pence per share. The record date for the dividend
was 14 February 2025 and the payment date is 28 February 2025.
The following table shows dividends paid in the prior year.
Interim dividends paid during the year ended 31 December 2023 Dividend per share Total dividend
pence £'000
With respect to the quarter ended 31 December 2022 1.93 44,742
With respect to the quarter ended 31 March 2023 2.19 50,775
With respect to the quarter ended 30 June 2023 2.19 50,780
With respect to the quarter ended 30 September 2023 2.19 50,746
8.50 197,043
9. Investments at fair value through profit or loss
31 December 2024 31 December 2023
Group £'000 £'000
Opening balance 5,538,636 4,959,312
Additions 14,553 820,925
Disposals (41,276) -
Repayment of shareholder loan investments (note 20) (28,439) (50,199)
Movement in fair value of investments (341,229) (191,402)
5,142,245 5,538,636
The investments made in underlying assets are carried at fair value through
profit and loss. The investments are typically made through a combination of
shareholder loans and equity into the SPVs which own the underlying asset. The
value of the shareholder loan investments as at 31 December 2024 including
loan interest receivable was £1,437,028,860 (2023: £1,484,003,180).
The movement in investments of the Company during the year and the prior year
was made up as follows:
31 December 2024 31 December 2023
Company £'000 £'000
Opening balance 5,558,357 4,978,816
Loan advanced to Holdco (note 20) 17,061 680,800
Repayment of loan to Holdco (note 20) (482,467) (328,412)
Movement in fair value of investments 84,774 227,153
5,177,725 5,558,357
The Company's shareholder loan investment in Holdco is repayable on demand.
Fair value measurements
IFRS 13 requires disclosure of fair value measurement by level. The level of
fair value hierarchy within the financial assets or financial liabilities is
determined on the basis of the lowest level input that is significant to the
fair value measurement. Financial assets and financial liabilities are
classified in their entirety into only one of the following 3 levels:
· Level 1 - quoted prices (unadjusted) in active markets for identical
assets or liabilities;
· Level 2 - inputs other than quoted prices
included within Level 1 that are observable for the assets or liabilities,
either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
· Level 3 - inputs for assets or liabilities that are not based on
observable market data (unobservable inputs).
The determination of what constitutes 'observable' requires significant
judgement by the Group. The Group considers observable data to be market data
that is readily available, regularly distributed or updated, reliable and
verifiable, not proprietary, and provided by independent sources that are
actively involved in the relevant market.
The financial instruments held at fair value are the investments held by the
Group in the SPVs and the interest rate swaps associated with its term debt
facilities, which are fair valued at each reporting date. The Group's
investments have been classified within Level 3 as the investments are not
traded and contain unobservable inputs. The Company's investments are all
considered to be Level 3 assets. As the fair value of the Company's equity and
loan investments in Holdco is ultimately determined by the underlying fair
values of the SPV investments, the Company's sensitivity analysis of
reasonably possible alternative input assumptions is the same as for the
Group.
Due to the nature of the investments, they are always expected to be
classified as Level 3. There have been no transfers between levels during the
year ended 31 December 2024.
Any transfers between the levels would be accounted for on the last day of
each financial period.
Valuations are derived using a discounted cash flow methodology in line with
IPEV Valuation Guidelines and take into account, inter alia, the following:
· due diligence findings where relevant;
· the terms of any material contracts including PPAs;
· asset performance;
· power price forecast from a leading market consultant; and
· the economic, taxation or regulatory environment.
Further detail on classification of the Group's interest rate swaps is
outlined in note 14.
Sensitivity analysis
The fair value of the Group's investments is £5,142,244,619 (2023:
£5,538,635,628). The analysis below is provided to illustrate the sensitivity
of the fair value of investments to an individual input, while all other
variables remain constant. The Board considers these changes in inputs to be
within reasonable expected ranges. This is not intended to imply the
likelihood of change or that possible changes in value would be restricted to
this range.
31 December 2024
Input Base case Change in input Change in fair value of investments Change in NAV per share
£'000 pence
Discount rate 11 per cent levered portfolio IRR + 0.5 per cent (149,622) (6.6)
- 0.5 per cent 157,924 7.0
Long term inflation rate RPI: 3.5 per cent to 2030, 2.5 per cent thereafter - 0.5 per cent (149,036) (6.6)
CPI: 2.5 per cent
+ 0.5 per cent 156,298 6.9
Energy yield P50 10 year P90 (331,025) (14.7)
10 year P10 330,927 14.7
Power price Forecast by leading consultant - 10 per cent (324,541) (14.4)
+ 10 per cent 321,437 14.3
Asset life 30 years - 5 years (330,080) (14.6)
+ 5 years 219,042 9.7
31 December 2023
Input Base case Change in input Change in fair value of investments Change in NAV per share
£'000 pence
Discount rate 11 per cent levered portfolio IRR + 0.5 per cent (170,310) (7.4)
- 0.5 per cent 179,963 7.8
Long term inflation rate RPI: 3.5 per cent to 2030, - 0.5 per cent (162,604) (7.0)
2.5 per cent thereafter
CPI: 2.5 per cent
+ 0.5 per cent 170,870 7.4
Energy yield P50 10 year P90 (352,901) (15.3)
10 year P10 352,854 15.3
Power price Forecast by leading consultant - 10 per cent (335,334) (14.5)
+ 10 per cent 316,943 13.7
Asset life 30 years - 5 years (313,935) (13.6)
+ 5 years 204,932 8.9
The portfolio is valued on an unlevered basis using a lower discount rate for
fixed cash flows and a higher discount rate for merchant cash flows. This
results in a blended unlevered portfolio IRR. The equivalent levered portfolio
IRR is calculated assuming 35 per cent gearing and an interest rate of 5 per
cent.
The sensitivities above are assumed to be independent of each other. Combined
sensitivities are not presented. The sensitivity analysis shown above would be
the same for the Company as for the Group. Also see the high transition risk
scenario discussed in the Strategic Report.
10. Unconsolidated subsidiaries, associates and joint ventures
The following table shows subsidiaries of the Group. As the Company is
regarded as an Investment Entity as referred to in note 1, these subsidiaries
have not been consolidated in the preparation of the financial statements:
Investment Place of Business Ownership Interest as at Ownership Interest as at
31 December 2024
31 December 2023
Andershaw Scotland((11)) 100% 100%
Bin Mountain Northern Ireland((10)) 100% 100%
Bishopthorpe England((11)) 100% 100%
Braes of Doune Scotland((12)) 100% 100%
Breeze Bidco((1)) Scotland((11)) 100% 100%
Brockaghboy Northern Ireland((10)) 100% 100%
Carcant Scotland((12)) 100% 100%
Church Hill Northern Ireland((10)) 100% 100%
Corriegarth Scotland((12)) 100% 100%
Cotton Farm England((11)) 100% 100%
Crighshane Northern Ireland((10)) 100% 100%
Earl's Hall Farm England((11)) 100% 100%
Glen Kyllachy Scotland((11)) 100% 100%
Kildrummy Scotland((11)) 100% 100%
Langhope Rig Scotland((11)) 100% 100%
Maerdy Wales((11)) 100% 100%
North Hoyle Wales((11)) 100% 100%
Screggagh Northern Ireland((10)) 100% 100%
Slieve Divena Northern Ireland((10)) 100% 100%
Slieve Divena 2 Northern Ireland((10)) 100% 100%
South Kyle Scotland((12)) 100% 100%
Stroupster Scotland((11)) 100% 100%
Tappaghan Northern Ireland((10)) 100% 100%
Twentyshilling Scotland((11)) 100% 100%
Walney Holdco((2)) England((11)) 100% 100%
Windy Rig Scotland((11)) 100% 100%
Bicker Fen England((11)) 80% 80%
Fenlands((3)) England((11)) 80% 80%
Humber Holdco((4)) England((11)) 77.2% 77.2%
Nanclach((1)) Scotland((11)) 75% 75%
Dunmaglass Holdco((5)) Scotland((11)) 71.2% 71.2%
Stronelairg Holdco((6)) Scotland((11)) 71.2% 71.2%
Kype Muir Extension((13)) Scotland((11)) 65.5% 49.9%
Hoylake((7)) England((11)) 63% 63%
Dalquhandy Scotland((12)) 60% 100%
Douglas West Scotland((12)) 60% 100%
London Array((8)) England((11)) 54.9% 54.9%
Drone Hill Scotland((12)) 51.6% 51.6%
North Rhins Scotland((11)) 51.6% 51.6%
Sixpenny Wood England((11)) 51.6% 51.6%
Yelvertoft England((11)) 51.6% 51.6%
SYND Holdco((9)) UK((11)) 51.6% 51.6%
(1) The Group's investment in Nanclach is held through Breeze Bidco.
(2) The Group holds 100 per cent of Walney Holdco, which owns 25.1 per cent of
Walney Wind Farm, resulting in the Group holding a 25.1 per cent indirect
investment in Walney Wind Farm.
(3) The Group's investments in Deeping St. Nicholas, Glass Moor, Red House and
Red Tile are held through Fenlands.
(4) The Group holds 77.2 per cent of Humber Holdco, which owns 49 per cent of
Humber Wind Farm, resulting in the Group holding a 37.8 per cent indirect
investment in Humber Wind Farm.
(5) The Group holds 71.2 per cent of Dunmaglass Holdco, which owns 49.9 per
cent of Dunmaglass Wind Farm, resulting in the Group holding a 35.5 per cent
indirect investment in Dunmaglass Wind Farm.
(6) The Group holds 71.2 per cent of Stronelairg Holdco, which owns 49.9 per
cent of Stronelairg Wind Farm, resulting in the Group holding a 35.5 per cent
indirect investment in Stronelairg Wind Farm.
(7) The Group holds 62.7 per cent of Hoylake, which owns 25 per cent of Burbo
Bank Extension, resulting in the Group holding a 15.7 per cent indirect
investment in Burbo Bank Extension.
(8) The Group holds 54.9 per cent of London Array Holdco, which owns 25 per
cent of London Array Limited, resulting in the Group holding a 13.7 per cent
indirect investment in London Array Limited.
(9) The Group's investments in Drone Hill, North Rhins, Sixpenny Wood and
Yelvertoft are held through SYND Holdco.
(10) The registered office address is Unit 4, The Legacy Building, Queens
Road, Belfast, Northern Ireland, BT3 9DT.
(11) The registered office address is 5th Floor, 20 Fenchurch Street, London,
England, EC3M 3BY.
(12) The registered office address is Dla Piper Scotland Llp Collins House,
Rutland Square, Edinburgh, United Kingdom, EH1 2AA
(13) Investment was an associate as at 31 December 2023.
( )
There are no significant restrictions on the ability of the Group's
unconsolidated subsidiaries to transfer funds in the form of cash dividends.
The following table shows associates and joint ventures of the Group which
have been recognised at fair value as permitted by IAS 28 "Investments in
Associates and Joint Ventures":
Investment Place of Business Ownership Interest as at Ownership Interest as at
31 December 2024
31 December 2023
ML Wind((1)) England((3)) 49% 49%
Little Cheyne Court England((3)) 41% 41%
Clyde Scotland((4)) 28.2% 28.2%
Hornsea 1 Holdco((2)) England((5)) 25% 25%
Rhyl Flats Wales((3)) 24.95% 24.95%
(1) The Group's investments in Middlemoor and Lindhurst are 49 per cent. These
are held through ML Wind.
(2) The Group holds 25 per cent of Hornsea 1 Holdco, which owns 50 per cent of
Hornsea 1 Limited, resulting in the Group holding a 12.5 per cent indirect
investment in Hornsea 1 Limited.
(3) The registered office address is Windmill Hill Business Park, Whitehill
Way, Swindon, Wiltshire, SN5 6PB.
(4) The registered office address is Inveralmond House, 200 Dunkeld Road,
Perth, PH1 3AQ.
(5) The registered office address is 5 Howick Place, London, SW1P 1WG.
Loans advanced by Holdco to the investments are disclosed in note 20.
Guarantees and counter indemnities provided by the Group on behalf of its
investments are as follows:
Provider of security Investment Beneficiary Nature Purpose Amount
£'000
The Company Hornsea 1 National Westminster Bank Letter of credit Debt service - Senior DSRA 58,600
The Company London Array Orsted Guarantee Offtake guarantee 52,500
Holdco Clyde SSE Counter indemnity Grid, radar, decommissioning 21,771
The Company London Array Shareholders Guarantee JOA participants guarantee 20,000
The Company Glen Kyllachy RWE Counter indemnity (Decommissioning/Grid/Farr wind farm wake compensation) 12,238
The Company North Hoyle The Crown Estate Guarantee Decommissioning & rent obligations 11,843
The Company Burbo Orsted Counter indemnity Crown Estate Fees and NATS Radar obligations 11,000
The Company London Array Blue Transmission London Array Limited Guarantee OFTO O&M obligations 11,000
The Company Twentyshilling Whiteside Hill Wind Farm Guarantee Land - Access - Cabling 10,000
The Company Hornsea 1 Orsted Letter of credit Lease obligations 8,410
The Company Hornsea 1 National Westminster Bank Letter of credit Debt service - Mezz DSRA 6,400
The Company Dalquhandy BT PLC Guarantee V-PPA PCG 5,897
The Company South Kyle Land owner Guarantee Decommissioning obligations 5,332
The Company South Kyle East Ayrshire Council Counter indemnity/Letter of credit Decommissioning obligations 5,000
The Company Humber RWE Guarantee Radar 4,900
The Company South Kyle FLS Scottish Ministers Counter indemnity/Letter of credit Decommissioning obligations 4,327
The Company South Kyle Dumfries and Galloway Council Counter indemnity/Letter of credit Decommissioning obligations 3,748
The Company Andershaw Statkraft Guarantee Decommissioning obligations 3,500
The Company Rhyl Flats The Crown Estate Guarantee Decommissioning obligations 3,401
The Company Glen Kyllachy National Grid Energy System Operator Limited Letter of credit Bilateral Connection Agreement Security Cover 2,539
The Company Dalquhandy South Lanarkshire Council Counter indemnity/Letter of credit Decommissioning obligations 2,525
The Company Braes of Doune Land owner Guarantee Decommissioning obligations 2,000
The Company Twentyshilling Dumfries & Galloway Council Counter indemnity/Letter of credit Council - Decommissioning Obligations 1,897
The Company Twentyshilling Ministry of Defence Guarantee Seismic Array Equipment 1,800
The Company South Kyle NATS Guarantee Radar 1,683
The Company Douglas West Land owner Guarantee Decommissioning obligations 1,610
The Company Windy Rig National Grid Counter indemnity/Letter of credit Access rights, grid Decommissioning obligations 1,479
The Company Nanclach Limited Land owners Counter indemnity/Letter of credit Decommissioning obligations 1,348
The Company Twentyshilling NATS Guarantee Radar 1,286
The Company Windy Rig NATS Guarantee Radar 622
The Company Stroupster Land owners Counter indemnity/Unsecured guarantee Decommissioning obligations 338
Holdco Stronelairg SSE Guarantee SPVs' obligations under Elexon and National Grid contracts 301
The Company Hornsea 1 National Westminster Bank Letter of credit Debt service - MRA reserve 300
Holdco Dunmaglass SSE Guarantee SPVs' obligations under Elexon and National Grid contracts 201
The Company Cotton Farm Land owner Guarantee Decommissioning obligations 165
The Company Sixpenny Wood Land owner Guarantee Community fund obligations 150
The Company Twentyshilling Land owner Counter indemnity/Letter of credit Landowner - Decommissioning obligations 101
The Company Yelvertoft Daventry District Council Guarantee Decommissioning obligations 82
The Company Langhope Rig Barclays Bank Plc/Land owner Counter indemnity/Letter of credit Decommissioning obligations 81
The Company Maerdy Natural Resources Wales Guarantee Access rights to neighbouring land n/a
280,375
The fair value of these guarantees and counter indemnities provided by the
Group are considered to be £nil (2023: £nil) as disclosed in note 2.
11. Receivables
Group 31 December 2024 31 December 2023
£'000 £'000
Security cash deposits 13,340 40,119
Swap interest receivable from counterparties 3,816 -
VAT receivable 1,191 676
Prepayments 180 151
Amounts due from SPVs 10 -
Interest income receivable - 111
Other receivables - 72
18,537 41,129
Company 31 December 2024 31 December 2023
£'000 £'000
Security cash deposits 13,340 40,119
Prepayments 181 151
Interest income receivable - 111
13,521 40,381
12. Payables
31 December 2024 31 December 2023
Group £'000 £'000
Loan interest payable (note 13) 13,957 5,487
Commitment fees payable (note 13) 12 235
Letter of credit fees payable (note 13) - 93
Investment management fee payable 6,737 8,090
Amounts due to SPVs (note 20) 821 2,508
Share buybacks payable 636 -
Share buyback costs payable 13 -
Transaction costs payable 347 55
Other payables 1,167 1,105
23,690 17,573
31 December 2024 31 December 2023
Company £'000 £'000
Loan interest payable (note 13) 13,957 5,487
Commitment fee payable (note 13) 12 235
Letter of credit fees payable (note 13) - 93
Investment management fee payable 6,737 8,090
Share buybacks payable 636 -
Share buyback costs payable 13 -
Transaction costs payable 42 -
Other payables 933 888
22,330 14,793
13. Loans and borrowings
31 December 2024 31 December 2023
Group and Company £'000 £'000
Opening balance 1,790,000 1,100,000
Revolving credit facility
Drawdowns 14,000 400,000
Derecognition of RCF on modification (400,000) -
Recognition of RCF on modification 400,000 -
Gain / (loss) on modification - -
Repayments (144,000) (200,000)
Term debt facilities
Repayments (25,000) (150,000)
Derecognition of term debt facilities on modification (1,365,000) -
Drawdowns 125,000 640,000
Recognition of term debt facilities on modification 1,365,000 -
Gain / (loss) on modification - -
Closing balance 1,760,000 1,790,000
Reconciled as:
Current liabilities - 500,000
Non current liabilities 1,760,000 1,290,000
For the year ended For the year ended
31 December 2024
31 December 2023
Group and Company £'000 £'000
Loan interest 94,069 58,787
Facility arrangement fees 7,725 4,350
Swap termination fees 3,374 -
Commitment fees 1,159 2,289
Letter of credit fees 1,114 1,137
Professional fees 1,216 589
Other facility fees 188 244
108,845 67,396
Loan income (3,594) -
Finance expense 105,251 67,396
The loan balance as at 31 December 2024 has not been adjusted to reflect
amortised cost, as the amounts are not materially different from the
outstanding balances.
On 6 September 2024, an additional amount of £14 million was drawn from the
existing RCF and repaid on 30 September 2024.
On 26 September 2024, the Company completed a modification of its debt
facilities. The modification was conducted with the Company's existing set of
lenders who were migrated to a Common Terms Agreement, offering the Company a
consistent set of terms and a strong platform for future debt placements.
As a result,, the Company modified the £400 million drawn balance on its
£600 million RCF and entered into a new £400 million RCF. The margin on the
renewed facility has fallen from 1.75 per cent to 1.50 per cent and it now
matures in October 2027. It is therefore classified as a non current
liability. Other terms of the RCF remain unchanged, including a commitment fee
of 0.65 per cent per annum of any undrawn facility. Subsequent to this, the
Company repaid £130 million (£100 million on 26 September 2024 and £30
million on 31 December 2024)of its RCF and as at 31 December 2024, amounts
drawn under the RCF were £270 million (2023: £400 million), accrued interest
payable was £nil (2023: £228,404) and the outstanding commitment fee payable
was £11,575 (2023: £235,068).
On 26 September 2024, as part of the same modifcation exercise, the Company
also drew down an additional £125 million of term debt, using the proceeds to
repay £25 million of its existing facilities that were due to mature in the
period to May 2026 as well as £100 million of its RCF, as noted above. The
remainder of the existing term debt facilities of £1,365 million were
modified under the terms of the Common Terms Agreement on 26 September 2024.
£1,200 million of the term loans contain associated interest rate swaps which
were novated from the Company to Holdco as part of the modification. The fair
value of these swaps as at 31 December 2024 is set out in note 14. The £115
million term loan tranche with AXA has not been hedged with an interest rate
swap and so the loan will be fully variable until maturity of the loan. £175
million term loan tranches with AXA have fixed all-in rates and have not been
hedged by interest rate swaps.
The Company's term debt has maturity dates of greater than 1 year and
therefore is classified as non current liabilities. All borrowing ranks pari
passu and is secured by a debenture over the assets of the Company, including
its shares in Holdco, with fixed and floating charges in place over the assets
of the Company and Holdco.
At year end 31 December 2023, loans with maturity dates of less than 12 months
amounted to £100 million and were classified as current liabilities. The
remaining term debt of £1,290 million was classified as non current
liabilities. £1,125 million of these term loans contained swaps. £1,050
million of these instruments had been treated as a single fixed rate loan
agreement, which effectively set interest rates payable at fixed rates as:
• the contractual agreements for the loan and swap were directly linked,
were executed at the same time and were not independently transferable;
• there was a common counterparty for loan and swap instruments; and
• all loan and swap instruments were co terminus and their commercial and
financial terms reflected each other.
The providers, maturity dates and interest rates of these term debt facilities
are set out in the table below. These are held in conjunction with the swaps
at Holdco, as set out in note 14.
Provider Maturity date Loan margin Loan Principal Accrued interest at 31 December 2024((1))
(£ 000)
% £'000 £'000
NAB 01-Nov-26 1.50% 75,000 737
NAB 01-Nov-26 1.50% 25,000 246
CIBC 14-Nov-26 1.40% 100,000 900
Lloyds 09-May-27 1.60% 150,000 -
CBA 04-Nov-27 1.60% 100,000 998
ABN AMRO 02-May-28 1.75% 100,000 18
Virgin Money 03-May-28 1.75% 50,000 -
ANZ 03-May-28 1.75% 75,000 13
Barclays 03-May-28 1.75% 25,000 4
NAB 26-Sep-29 1.55% 100,000 1,639
ANZ 26-Sep-29 1.60% 75,000 1,239
AXA 31-Jan-30 3.03%((2)) 125,000 1,583
AXA 31-Jan-30 1.70% 75,000 2,007
CBA 26-Sep-30 1.65% 150,000 2,500
AXA 28-Apr-31 6.434% ((2)) 25,000 4
AXA 28-Apr-31 1.80% 115,000 20
AXA 26-Sep-31 5.442% ((2)) 25,000 357
CIBC 26-Sep-31 1.75% 100,000 1,692
1,490,000 13,957
(1) Loan interest is based on loan margin plus applicable SONIA rate or all in
fixed rate
(2) All in fixed rate
14. Interest rate swaps held at fair value through profit or loss
As outlined in note 13, the Group holds interest rate swaps on £1,200 million
of its term loans, which effectively set interest rates payable at fixed
rates. As part of its debt refinancing during the year, the Company novated
its existing interest rate swaps to Holdco and entered into new interest rate
swaps with Holdco. As a result, the Company is no longer required to cash
collateralise against any unfavourable positions of its interest rates swaps,
which was beneficial to the Company's use of capital.
The interest rate swaps have been recognised as separate financial instruments
at fair value, as summarised in the table below.
31 December 2024 31 December 2023
Group £'000 £'000
Opening balance - -
Fair value of interest rate swap liabilities on novation (21,932) -
Movement in fair value of interest rate swap liabilities 8,150 -
Fair value of interest rate swap liabilities on 31 December 2024 (13,782) -
Group £'000 £'000
Opening balance - -
Fair value of interest rate swap assets on novation 28,462 -
Movement in fair value of interest rate swap assets 11,537 -
Fair value of interest rate swap assets on 31 December 2024 39,999 -
Net movement on interest rate swaps held at fair value 26,217 -
IFRS 13 requires disclosure of fair value measurement by level, as further
detailed in note 9. The fair value of the interest rate swaps associated with
the Group's term debt facilities are measured at each reporting date,
calculated as the present value of estimated future cash flows under the fixed
and floating leg of each swap. Therefore, these have been classified as level
2, because they contain inputs other than quoted prices that are observable
for the asset.
Due to the nature of the interest rate swaps, they are always expected to be
classified as Level 2. There have been no transfers between levels during the
year ended 31 December 2024.
Any transfers between the levels would be accounted for on the last day of
each financial period.
15. Contingencies and commitments
The Group had no contingencies and commitments for the year ended 31 December
2024 (2023: Nil).
16. Share capital - ordinary shares of £0.01
Date Authorised, issued and fully paid Number of shares issued Share capital Share premium Capital redemption reserve Treasury shares Total
£'000 £'000 £'000 £'000 £'000
1 January 2024 2,312,131,799 23,121 2,471,515 66 - 2,494,702
Share buybacks: Repurchased and cancelled (4,683,143) (47) - 47 - -
Repurchased and held in treasury (54,504,369) - - - (74,741) (74,741)
(59,187,512) (47) - 47 (74,741) (74,741)
Shares allotted from treasury to the Investment Manager
7 May 2024 True-up of 2023 and 230,238 - 58 - 317 375
Q4 2023 Equity Element
7 May 2024 Q1 2024 Equity Element 228,532 - 57 - 318 375
7 May 2024 Q2 2024 Equity Element 234,415 - 59 - 316 375
31 July 2024 Q3 2024 Equity Element 235,420 - 62 - 313 375
6 November 2024 Q4 2024 Equity Element 236,414 - 70 - 305 375
1,165,019 - 306 - 1,569 1,875
31 December 2024 2,254,109,306 23,074 2,471,821 113 (73,172) 2,421,836
During the year, the Company purchased a total of 54,504,369 ordinary shares,
to be held in treasury at an aggregate cost of £74,741,000 (including stamp
duty and other fees of £476,000).
Authorised, issued and fully paid Number of shares issued Share capital Share premium Capital redemption reserve Total
Date
£'000 £'000 £'000 £'000
1 January 2023 2,318,089,989 23,181 2,470,396 - 2,493,577
Shares issued to the Investment Manager
3 February 2023 True-up of 2022 and 167,923 2 373 - 375
Q1 2023 Equity Element
5 May 2023 Q2 2023 Equity Element 225,441 2 373 - 375
4 August 2023 Q3 2023 Equity Element 226,182 2 373 - 375
619,546 6 1,119 - 1,125
Share buybacks (6,577,736) (66) - 66 -
31 December 2023 2,312,131,799 23,121 2,471,515 66 2,494,702
The Company announced a share buyback program at the end of October 2023 and
during the year, 4.7 million shares (2023: 6.6 million) were repurchased and
cancelled at a cost of £6,788,000 (2023: £9,439,000). In addition, 54.5
million shares (2023: nil) have been repurchased and held in treasury at a
cost of £74,265,000 (2023: £nil).
Pursuant to the terms of the Investment Management Agreement, the Investment
Manager receives an Equity Element as part payment of its investment
management fee as disclosed in note 3. The figures given in the table in note
3 include the true-up amount of the investment management fee for the periods
calculated in accordance with the Investment Management Agreement and allotted
subsequent to 31 December 2024. During the year, 1.2 million shares held in
treasury were reinstated with the full rights of Ordinary Shares and issued to
the Investment Manager.
As at 31 December 2024, the Company had 53,339,350 shares held in treasury and
the total number of ordinary shares in issue, excluding the shares held in
treasury, was 2,254,109,306.
Shareholders are entitled to all dividends paid by the Company and, on a
winding up, provided the Company has satisfied all of its liabilities, the
shareholders are entitled to all of the residual assets of the Company.
17. Net assets per share
Group and Company 31 December 2024 31 December 2023
Net assets - £'000 3,409,104 3,793,997
Number of ordinary shares issued 2,254,109,306 2,312,131,799
Total net assets - pence 151.2 164.1
18. Reconciliation of operating profit for the year to net cash from operating activities
For the year ended For the year ended
31 December 2024
31 December 2023
Group £'000 £'000
Operating profit for the year 23,619 193,976
Adjustments for:
Movement in fair value of investments (note 9) 341,229 191,402
Transaction costs 807 2,797
Decrease / (increase) in receivables 26,444 (38,639)
(Decrease) / increase in payables (2,588) 9,157
Equity Element of Investment Manager's fee (note 3) 1,500 1,500
Tax paid - (392)
Net cash flows from operating activities 391,011 359,801
For the year ended For the year ended
31 December 2024
31 December 2023
Company £'000 £'000
Operating profit for the year 55,411 193,976
Adjustments for:
Movement in fair value of investments (note 9) (84,774) (227,153)
Decrease / (increase) in receivables 26,896 (40,253)
(Decrease) / increase in payables (880) 6,627
Equity Element of Investment Manager's fee (note 3) 1,500 1,500
Tax paid - (392)
Net cash flows from operating activities (1,847) (65,695)
Reconciliation of cash flows and non cash flow changes in liabilities arising
from financing activities
Loans and borrowings Other liabilities
Group and Company £'000 £'000
As at 1 January 2024 1,790,000 5,791
Cash flows (net) (30,000) (100,946)
Movements in Statement of Comprehensive Income - 105,251
As at 31 December 2024 1,760,000 10,096
Loans and borrowings Other liabilities
Group and Company £'000 £'000
As at 1 January 2023 1,100,000 6,168
Cash flows (net) 690,000 (67,773)
Movements in Statement of Comprehensive Income - 67,396
As at 31 December 2023 1,790,000 5,791
19. Financial risk management
The Investment Manager and the Administrator report to the Board on a
quarterly basis and provide information to the Board which allows it to
monitor and manage financial risks relating to its operations. The Group's
activities expose it to a variety of financial risks: market risk (including
price risk, interest rate risk and foreign currency risk), credit risk and
liquidity risk.
The Group's market risk is managed by the Investment Manager in accordance
with the policies and procedures in place. The Group's overall market
positions are monitored on a quarterly basis by the Board.
Price risk
Price risk is defined as the risk that the fair value of a financial
instrument held by the Group will fluctuate. Investments are measured at fair
value through profit or loss and are valued on a discounted cash flow basis.
Therefore, the value of these investments will be (amongst other risk factors)
a function of the discounted value of their expected cash flows and, as such,
will vary with movements in interest rates and competition for such assets. As
disclosed in note 9, the key assumptions determining fair value of investments
are subjective and therefore it is feasible that a reasonable alternative
assumption may be used resulting in a different valuation for these
investments.
Interest rate risk
The Group's interest rate risk on interest bearing financial assets is limited
to interest earned on security cash deposits. The Group also has exposure to
interest rate risk due to floating interest rates required to service external
borrowings through the RCF and the unhedged £115 million term loan tranche
with AXA. An increase of 1 per cent (2023: 1 per cent) represents the
Investment Manager's assessment of a reasonably possible change in interest
rates. Should the SONIA rate increase by 1 per cent, the annual interest due
on the RCF and AXA term loan would increase by £3,850,000 (2023: £5,150,000)
on the basis that the RCF is £270 million drawn (2023: £400 million). The
Group's only other exposure to interest rate risk is due to the £150 million
term loan with Lloyds, £75 million term loan with AXA and £50 million term
loan with Virgin Money, all of which are hedged by different counterparties.
No material impact is expected for these swaps. The Investment Manager
regularly monitors interest rates to ensure the Group has adequate provisions
in place in the event of significant fluctuations.
The Group also has exposure to interest rate risk due to floating interest
rates with respect to the fair values of the associated interest rate swaps
hedging variable interest rate risk on term debt tranches. Should the SONIA
rate decrease by 1 per cent, the net fair value of the Group's interest rate
swaps would decrease by £45,923,000.
The associated interest rate swaps on amounts drawn under the other term debt
facilities detailed in note 14, effectively set interest payable at a fixed
rate for the full term of the respective loans, thereby mitigating the risks
associated with the variability of cash flows arising from interest rate
fluctuations.
The Board considers that, as shareholder loan investments bear interest at a
fixed rate, they do not carry any interest rate risk.
The Group's interest bearing assets and liabilities as at 31 December 2024 are
summarised below:
Group Fixed rate Floating rate
£'000 £'000
Assets
Security cash deposits (note 11) - 13,340
Swap interest receivable from counterparties (note 11) - 3,816
Interest rate swaps held at fair value through profit or loss - 39,999
Investments 1,437,029 -
1,437,029 57,155
Liabilities
Loans and borrowings (note 13) (1,375,000) (385,000)
Interest rate swaps held at fair value through profit or loss - (13,782)
(1,375,000) (398,781)
The Group's interest bearing assets and liabilities as at 31 December 2023 are
summarised below:
Group Fixed rate Floating rate
£'000 £'000
Assets
Security cash deposits (note 11) - 40,119
Other receivables (note 11) - 111
Investments 1,484,003 -
1,484,003 40,230
Liabilities
Loans and borrowings (note 13) (1,275,000) (515,000)
(1,275,000) (515,000)
The Company's interest bearing assets and liabilities as at 31 December 2024
are summarised below:
Company Fixed rate Floating rate
£'000 £'000
Assets
Security cash deposits (note 11) - 13,340
- 13,340
Liabilities
Loans and borrowings (note 13) (1,375,000) (385,000)
(1,375,000) (385,000)
The Company's interest bearing assets and liabilities as at 31 December 2023
are summarised below:
Company Fixed rate Floating rate
£'000 £'000
Assets
Security cash deposits (note 11) - 40,119
Other receivables (note 11) - 111
- 40,230
Liabilities
Loans and borrowings (note 13) (1,275,000) (515,000)
(1,275,000) (515,000)
Foreign currency risk
Foreign currency risk is defined as the risk that the fair values of future
cash flows will fluctuate because of changes in foreign exchange rates. The
Group's financial assets and liabilities are denominated in GBP and
substantially all of its revenues and expenses are in GBP. The Group is not
considered to be materially exposed to foreign currency risk.
Credit risk
Credit risk is the risk of loss due to the failure of a borrower or
counterparty to fulfil its contractual obligations. The Group is exposed to
credit risk in respect of other receivables, cash at bank, security cash
deposits, loan investments and loan advances. The Group's credit risk exposure
is minimised by dealing with financial institutions with investment grade
credit ratings and making loan investments which are equity in nature. As loan
investments are carried at fair value, any credit risk movement is reflected
in the fair value. The Investment Manager regularly reviews the future cash
flows and valuations of the investee companies, to gain comfort as to the
recoverability of the loans. No balances are past due or impaired.
The table below details the Group's maximum exposure to credit risk:
Group 31 December 2024 31 December 2023
£'000 £'000
Other receivables (note 11) 1,191 859
Swap interest receivable from counterparties (note 11) 3,816 -
Cash at bank 5,795 21,805
Security cash deposits (note 11) 13,340 40,119
Interest rate swaps held at fair value through profit or loss (note 14) 26,217 -
Loan investments (note 9) 1,437,029 1,484,003
1,487,388 1,546,786
The table below details the Company's maximum exposure to credit risk:
Company 31 December 2024 31 December 2023
£'000 £'000
Other receivables (note 11) - 111
Cash at bank 188 52
Security cash deposits (note 11) 13,340 40,119
Loan investments (note 9) 2,230,698 2,696,103
2,244,226 2,736,385
The table below shows the cash balances of the Group and the credit rating for
each counterparty:
Group Rating 31 December 2024 31 December 2023
£'000 £'000
RBS International A 5,795 21,805
5,795 21,805
The table below shows the cash balances of the Company and the credit rating
for each counterparty:
Company Rating 31 December 2024 31 December 2023
£'000 £'000
RBS International A 188 52
188 52
Liquidity risk
Liquidity risk is the risk that the Group and the Company may not be able to
meet a demand for cash or fund an obligation when due. The Investment Manager
and the Board continuously monitor forecast and actual cash flows from
operating, financing and investing activities to consider payment of
dividends, the repurchase of ordinary shares, repayment of the Company's
outstanding debt or further investing activities.
The following tables detail the Group's expected maturity for its financial
assets (excluding equity) and liabilities together with the contractual
undiscounted cash flow amounts:
Group - 31 December 2024 Less than 1 year 1 - 5 years 5+ years Total
£'000 £'000 £'000 £'000
Assets
Other receivables (note 11) 1,191 - - 1,191
Cash at bank 5,795 - - 5,795
Security cash deposits (note 11) 13,340 - - 13,340
Loan investments - - 1,437,029 1,437,029
Swap interest receivable from counterparties (note 11) 3,816 - - 3,816
Interest rate swaps held at fair value through profit or loss (note 14) - 24,495 15,504 39,999
Liabilities
Other payables (note 12) (23,690) - - (23,690)
Loans and borrowings (106,901) (1,427,970) (648,337) (2,183,208)
Interest rate swaps held at fair value through profit or loss (note 14) - (13,782) - (13,782)
(106,449) (1,417,257) 804,196 (719,510)
Group - 31 December 2023 Less than 1 year 1 - 5 years 5+ years Total
£'000 £'000 £'000 £'000
Assets
Other receivables (note 11) 859 - - 859
Cash at bank 21,805 - - 21,805
Security cash deposits (note 11) 40,119 - - 40,119
Loan investments - - 1,484,003 1,484,003
Liabilities
Other payables (note 12) (17,573) - - (17,573)
Loans and borrowings (589,744) (1,129,977) (369,089) (2,088,810)
(544,534) (1,129,977) 1,114,914 (559,597)
Liquidity risk
The shareholder loan investments are repayable on demand.
The following tables detail the Company's expected maturity for its financial
assets (excluding equity) and liabilities together with the contractual
undiscounted cash flow amounts:
Company - 31 December 2024 Less than 1 year 1 - 5 years 5+ years Total
£'000 £'000 £'000 £'000
Assets
Cash at bank 188 - - 188
Security cash deposits (note 11) 13,340 - - 13,340
Loan investments - - 2,230,698 2,230,698
Liabilities
Other payables (note 12) (22,330) - - (22,330)
Loans and borrowings (106,901) (1,427,970) (648,337) (2,183,208)
(115,703) (1,427,970) 1,582,361 38,688
Company - 31 December 2023 Less than 1 year 1 - 5 years 5+ years Total
£'000 £'000 £'000 £'000
Assets
Other receivables (note 11) 111 - - 111
Cash at bank 52 - - 52
Security cash deposits (note 11) 40,119 - - 40,119
Loan investments - - 2,696,103 2,696,103
Liabilities
Other payables (note 12) (14,793) - - (14,793)
Loans and borrowings (589,744) (1,129,977) (369,089) (2,088,810)
(564,255) (1,129,977) 2,327,014 632,782
The Group and Company will use cash flow generation, equity placings, debt
refinancing or disposal of assets to manage liabilities as they fall due in
the longer term.
Capital risk management
The Company considers its capital to comprise ordinary share capital,
distributable reserves and retained earnings. The Company is not subject to
any externally imposed capital requirements.
The Group's and the Company's primary capital management objectives are to
ensure the sustainability of its capital to support continuing operations,
meet its financial obligations and allow for growth opportunities. Generally,
acquisitions are anticipated to be funded with a combination of current cash,
debt and equity.
20. Related party transactions
Amounts paid to the Directors during the year are as outlined in the
Directors' Remuneration Report. £49,555 (2023: £46,461) of employer's
national insurance was paid on non-executive Directors' fees during the year.
During the year, the Company increased its loan to Holdco by £17,061,045
(2023: £680,800,000) and Holdco settled amounts of £482,466,847 (2023:
£328,411,737). The amount outstanding at the year end was £2,230,697,675 (31
December 2023: £2,696,103,477).
Under the terms of a Management Services Agreement with Holdco, the Company
receives £1,252,260 per annum in relation to management and administration
services. During the year, £2,665,488 (2023: £800,000) was paid from Holdco
to the Company under this agreement, £1,252,260 was in relation to the 2024
Management Services Agreement and £1,413,228 was in relation to a 2023
Management Services agreement true up. Amounts due to the Company at the year
end were £nil (2023: £nil).
Holdco has Management Service Agreements in place with various wind farms.
Total amounts received by Holdco, amounts paid to the Investment Manager and
amounts paid to the Administrator during the year, are outlined in the table
below.
During the year, Holdco received £3,398,808 (2023: £1,861,994) in relation
to renewables obligation certificate (ROC) proceeds on behalf of Bin Mountain,
Carcant and Tappaghan. Amounts due to these investee companies as at 31
December 2024 were £nil (2023: £3,246).
As at 31 December 2024 £209,721 was due to Bicker Fen (2023: £182,698),
£664,108 was due to Fenlands (2023: £(834,064)), £2,798 was due to North
Hoyle (2023: £924,611), £nil was due to Nanclach (2023: £147,295), £nil
was due to Langhope Rig (2023: £51,783), £nil was due to Douglas West
(2023: £27,133), £nil was due to Burbo (2023: £(1,017,709)), £8,079 was
due from Braes of Doune (2023: £nil), £32,234 was due to London Array (2023:
£nil) and £1,839 was due from SYND (2023: £nil) in respect of tax
payments/rebates paid/received by Holdco.
As at 31 December 2024 £5,095 was due to be recharged to KME Extension,
£3,375 was due to be recharged to each of the following SPVs; Bin Mountain,
Braes of Doune, Carcant, Cotton Farm, Earl's Hall, Kildrummy, Maerdy,
Stroupster, Tappaghan, Screggagh, Langhope Rig, Bishopthorpe, Slieve Divena,
North Hoyle, Corriegarth, Brockaghboy, Crighshane, Church Hill, Slieve Divena
2, Andershaw, Windy Rig, Glen Kyllachy, Twenty Shilling and South Kyle and
£250 was due to be recharged to each of the following SPVs; Drone Hill, North
Rhins, Sixpenny, Yelvertoft, Douglas West and Dalquhandy in respect of
professional fees paid by Holdco.
As at 31 December 2024, under the terms of Management Services Agreements with
the SPVs, Holdco was due to receive £958 from Fenlands and £958 from Bicker
Fen (2023: £982 from Fenlands).
As at 31 December 2024, under the terms of the Investment Management
Agreement, the Company owed the Investment Manager a Cash Fee of £6,736,678.
As at 31 December 2024, an amount of £nil (2023: £1,539,501) was payable
from the Group to Douglas West, being a return of a dividend received during
the year.
` For the year ended
31 December 2024
Income received Expenses paid to the Investment Manager Expenses paid to the Administrator
£ £ £
Andershaw, Bin Mountain, Bishopthorpe, Brockaghboy, Carcant, 1,539,044 769,531 769,531
Church Hill, Cotton Farm, Corriegarth, Crighshane, Dalquhandy,
Douglas West, Earl's Hall Farm, Glen Kyllachy, Kildrummy, Langhope
Rig, Maerdy, North Hoyle, Screggagh, Slieve Divena, Slieve Divena 2,
South Kyle Wind, Stroupster, Tappaghan, Tom Nan Clach,
Twentyshilling, Windy Rig:
£59,194 income receivable per wind farm per annum
per annum
£29,597 expenses payable to the Investment Manager per wind farm
per annum
£29,597 expenses payable to the Administrator per wind farm
per annum
Braes of Doune, Drone Hill, North Rhins, Sixpenny Wood, Yelvertoft 221,980 147,987 147,987
£44,396 income receivable per wind farm per annum
per annum
£29,597 expenses payable to the Investment Manager per wind farm
per annum
£29,597 expenses payable to the Administrator per wind farm
per annum
Dunmaglass Holdco, Stronelairg Holdco: 17,834 - 17,834
£8,917 income receivable per wind farm per annum
£nil expenses payable to the Investment Manager per wind farm per annum
£8,917 expenses payable to the Administrator per wind farm per annum
Bicker Fen, Fenlands: 6,712 6,760 682
£3,356 income receivable per wind farm per annum
£3,380 expenses payable to the Investment Manager per wind farm
per annum
£341 expenses payable to the Administrator per wind farm
per annum
Walney Holdco: 22,434 11,217 11,217
£22,434 income receivable per annum
£11,217 expenses payable to the Investment Manager per annum
£11,217 expenses payable to the Administrator per annum
Humber Holdco: 8,798 - 8,798
£8,798 income receivable per annum
£nil expenses payable to the Investment Manager per annum
£8,798 expenses payable to the Administrator per annum
Burbo Bank Extension: 11,216 - 11,216
£11,216 income receivable per wind farm per annum
per annum
£nil expenses payable to the Investment Manager per wind farm
per annum
£11,216 expenses payable to the Administrator per wind farm
per annum
London Array Holdco: 14,040 - 14,040
£14,040 income receivable per wind farm per annum
per annum
£nil expenses payable to the Investment Manager
per annum
£14,040 expenses payable to the Administrator per annum
per annum
London Array: 20,514 - 20,280
£20,514 income receivable per wind farm per annum
per annum
£nil expenses payable to the Investment Manager
per annum
£20,280 expenses payable to the Administrator
per annum
SYND Holdco ((1)): 12,463 - 12,463
£12,463 income receivable per wind farm per annum
per annum
£nil expenses payable to the Investment Manager
per annum
£12,436 expenses payable to the Administrator
per annum
Breeze Bidco((1)): 12,738 - 12,738
£12,738 income receivable per wind farm per annum
per annum
£nil expenses payable to the Investment Manager
per annum
£12,738 expenses payable to the Administrator
per annum
Hoylake Wind((1)): 9,089 - 9,089
£9.089 income receivable per wind farm per annum
per annum
£nil expenses payable to the Investment Manager
per annum
£9,089 expenses payable to the Administrator
per annum
Total 1,896,861 935,495 1,035,875
( )
((1)) No Management Services Agreement in place. These relate to expenses paid
to the Administrator that are recharged to the SPV.
For the year ended December 2023:
For the year ended
31 December 2023
Income received Expenses paid to the Investment Manager Expenses paid to the Administrator
£ £ £
Andershaw, Bin Mountain, Bishopthorpe, Brockaghboy, Carcant, Church Hill, 1,366,019 683,010 683,010
Cotton Farm, Corriegarth, Crighshane, Douglas West, Earl's Hall Farm, Glen
Kyllachy, Kildrummy, Langhope Rig, Maerdy, North Hoyle, Screggagh, Slieve
Divena, Slieve Divena 2, Stroupster, Tappaghan, Tom Nan Clach, Twentyshilling,
Windy Rig:
£56,918 income receivable per wind farm per annum
£28,459 expenses payable to the Investment Manager per wind farm per annum
£28,459 expenses payable to the Administrator per wind farm per annum
Braes of Doune, Drone Hill, North Rhins, Sixpenny Wood, Yelvertoft: 213,440 71,147 142,293
£42,688 income receivable per wind farm per annum
£14,229 expenses payable to the Investment Manager per wind farm per annum
£28,459 expenses payable to the Administrator per wind farm per annum
Dalquhandy: 32,200 16,100 16,100
£32,200 income receivable per annum
£16,100 expenses payable to the Investment Manager per annum
£16,100 expenses payable to the Administrator per annum
Dunmaglass Holdco, Stronelairg Holdco: 17,148 - 17,148
£8,574 income receivable per wind farm per annum
£nil expenses payable to the Investment Manager per wind farm per annum
£8,574 expenses payable to the Administrator per wind farm per annum
Bicker Fen, Fenlands: 6,548 6,548 -
£3,274 income receivable per wind farm per annum
£3,274 expenses payable to the Investment Manager per wind farm per annum
£nil expenses payable to the Administrator per wind farm per annum
Walney Holdco: 21,570 10,785 10,785
£21,570 income receivable per annum
£10,785 expenses payable to the Investment Manager per annum
£10,785 expenses payable to the Administrator per annum
Humber Holdco: 8,459 - 8,459
£8,459 income receivable per annum
£nil expenses payable to the Investment Manager per annum
£8,459 expenses payable to the Administrator per annum
Burbo Bank Extension: 6,740 6,740 -
£6,740 income receivable per annum
£6,740 expenses payable to the Investment Manager per annum
£nil expenses payable to the Administrator per wind farm per annum
Total 1,672,124 794,330 877,795
The table below shows dividends received in the year from the Group's
investments.
For the year ended For the year ended
31-Dec-24 31-Dec-23
£'000 £'000
Humber Holdco ((1)) 36,936 53,436
London Array Holdco((2)) 31,549 -
Clyde 26,085 46,776
Walney Holdco ((3)) 22,146 25,298
Stronelairg Holdco ((4)) 19,200 26,154
Braes of Doune 15,653 14,361
Stroupster 13,917 6,610
North Hoyle 12,077 14,412
Corriegarth 11,028 13,097
Brockaghboy 10,639 13,804
SYND Holdco ((5)) 9,025 9,430
South Kyle Wind 7,850 -
Fenlands ((6)) 6,800 9,515
ML Wind ((7)) 6,713 10,143
Andershaw 6,650 4,417
Rhyl Flats 5,714 8,258
Tappaghan 5,233 5,017
Little Cheyne Court 4,633 6,437
Cotton Farm 4,543 2,960
Hornsea 1 Holdco ((9)) 4,264 16,842
Kildrummy 4,237 2,359
Dunmaglass Holdco ((10)) 4,080 11,298
Windy Rig 4,080 5,277
Slieve Divena 4,046 4,345
Hoylake ((8)) 3,921 12,583
Langhope Rig 3,879 3,475
Bishopthorpe 3,757 3,944
Crighshane 3,684 2,201
Maerdy 3,594 4,318
Tom nan Clach 3,260 -
Bicker Fen 3,184 3,770
Slieve Divena 2 3,001 2,732
Glen Kyllachy 2,786 2,131
Earl's Hall Farm 2,578 1,788
Douglas West 2,547 1,500
Twentyshilling 1,757 4,046
Church Hill 1,662 1,201
Kype Muir Extension 1,585 -
Carcant 1,446 1,340
Bin Mountain 1,384 1,260
Screggagh 1,379 3,404
Dalquhandy 1,107 -
323,609 359,939
( )
(1) The Group's investment in Humber Gateway is held through
Humber Holdco.
(2) The Group's investment in London Array is held through
London Array Holdco.
(3) The Group's investment in Walney is held through Walney
Holdco.
(4) The Group's investment in Stronelairg is held through
Stronelairg Holdco.
(5) The Group's investment in Drone Hill, North Rhins, Sixpenny
Wood and Yelvertoft are held through SYND Holdco
(6) The Group's investments in Deeping St.Nicholas, Glass Moor,
Red House and Red Tile are held through Fenlands
(7) The Group's investments in Middlemoor and Lindhurst are held
through ML Wind.
(8) The Group's investment in Burbo Bank Extension is held
through Hoylake.
(9) The Group's investment in Hornsea 1 is held through Hornsea
1 Holdco.
(10) The Group's investment in Dunmaglass is held through Dunmaglass
Holdco.
(11) The Group's investment in Tom nan Clach is held through Breeze
Bidco.
The table below shows interest received in the year from the Group's
shareholder loan investments.
For the year ended For the year ended
31-Dec-24 31-Dec-23
£'000 £'000
Walney Holdco ((1)) 10,733 9,994
London Array Holdco((2)) 9,233 2,605
Hoylake ((3)) 8,971 10,662
South Kyle 8,034 4,239
Stronelairg Holdco ((4)) 5,201 5,197
Clyde 4,291 4,283
Dunmaglass Holdco ((5)) 3,350 3,412
Dalquhandy 2,971 -
Windy Rig 2,575 1,850
Corriegarth 2,469 2,805
Twentyshilling 2,395 1,473
Tom nan Clach 2,119 2,890
Andershaw 1,794 1,894
Kype Muir Extension 1,758 -
Slieve Divena 2 1,220 1,340
Douglas West 1,105 2,532
Crighshane 1,093 1,257
Glen Kyllachy 696 2,886
Hornsea 1 Holdco ((6)) 689 2,206
Church Hill 409 843
Dalquhandy - 417
71,106 62,785
(1) The Group's investment in Walney is held through Walney Holdco.
(2) The Group's investment in London Array is held through London Array
Holdco.
(3) The Group's investment in Burbo Bank Extension is held through Hoylake.
(4) The Group's investment in Stronelairg is held through Stronelairg Holdco.
(5) The Group's investment in Dunmaglass is held through Dunmaglass Holdco.
(6) The Group's investment in Hornsea 1 is held through Hornsea 1 Holdco.
The table below shows the Group's shareholder loans with the wind farm
investments.
Loans at 1 January 2024((1)) Loans advanced in the year Loan repayments in the year Loan interest capitalised in the year Disposals made in the year Loans at 31 December 2024 Accrued interest at 31 December 2024 Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Andershaw 29,946 - (790) - - 29,156 96 29,252
Church Hill 12,654 - (226) - - 12,428 340 12,768
Clyde 71,503 - - - - 71,503 1,013 72,516
Corriegarth 42,553 - (1,044) - - 41,509 116 41,625
Crighshane 18,527 - (345) - - 18,182 - 18,182
Dalquhandy 40,878 - - - (16,351) 24,527 281 24,808
Douglas West 40,109 - (1,308) - (15,520) 23,281 740 24,021
Dunmaglass Holdco ((2)) 56,864 - - - - 56,864 921 57,785
Glen Kyllachy 46,630 - - - - 46,630 2,102 48,732
Hornsea 1 Holdco ((3)) 101,331 - (6,708) 5,842 - 100,465 34 100,499
Hoylake ((4)) 179,359 - (6,571) 3,007 - 175,795 - 175,795
Kype Muir Extension 30,159 - - - - 30,159 813 30,972
London Array ((5)) 133,269 - (5,580) - - 127,689 884 128,573
Slieve Divena 2 20,672 - (647) - - 20,025 - 20,025
South Kyle 206,791 - - - - 206,791 4,374 211,165
Stronelairg 86,619 - - - - 86,619 1,306 87,925
Tom nan Clach 65,824 - (5,220) - - 60,604 93 60,697
Twentyshilling 32,190 - - - - 32,190 - 32,190
Walney Holdco ((6)) 172,727 - - - - 172,727 - 172,727
Windy Rig 36,772 - - - - 36,772 - 36,772
1,425,377 - (28,439) 8,849 (31,871) 1,373,916 13,113 1,387,029
( )
(1) Excludes accrued interest at 31 December 2023 of £7,327,479.
(2) The Group's investment in Dunmaglass is held through Dunmaglass Holdco.
(3) The Group's investment in Hornsea 1 is held through Hornsea 1 Holdco.
(4) The Group's investment in Burbo Bank Extension is held through Hoylake.
(5) The Group's investment in London Array is held through London Array
Holdco.
(6) The Group's investment in Walney is held through Walney Holdco.
21. Ultimate controlling party
In the opinion of the Board, on the basis of the shareholdings advised to
them, the Company has no ultimate controlling party.
22. Subsequent events
On 29 January 2025, the Company announced a dividend of £56.2 million,
equivalent to 2.5 pence per share with respect to the quarter ended 31
December 2024, bringing the total dividend declared with respect to the year
to 31 December 2024 to 10 pence per share. The record date for the dividend
was 14 February 2025 and the payment date is 28 February 2025.
On 15 January 2025, the Company announced that Taraneh Azad will join the
Board effective from 1 February 2025.
Post year end, the Company had announced cumulative buybacks of 7.7 million
shares between 1 January and 14 February 2025.
Company Information
Directors (all non-executive) Registered Company Number
Lucinda Riches C.B.E (Chairman) 08318092
Caoimhe Giblin
Nick Winser C.B.E. Registered Office
Jim Smith 5(th) Floor
Abigail Rotheroe((1)) 20 Fenchurch Street
Martin McAdam ((2)) London
Taraneh Azad ((3)) EC3M 3BY
Investment Manager Registered Auditor
Schroders Greencoat LLP BDO LLP
1 London Wall Place 55 Baker Street
London London
EC2Y 5AU W1U 7EU
Administrator and Company Secretary Joint Broker
Ocorian Administration (UK) Limited RBC Capital Markets
Unit 4, The Legacy Building 100 Bishopsgate
Northern Ireland Science Park London
Queen's Road EC2N 4AA
Belfast
BT3 9DT
Joint Broker
Depositary Jefferies International Limited
Ocorian Depositary (UK) Limited 100 Bishopsgate
Unit 4, The Legacy Building London
Northern Ireland Science Park EC2N 4JL
Queen's Road
Belfast
BT3 9DT
Registrar
Computershare Limited
The Pavilions
Bridgwater Road
Bristol
BS99 6ZZ
((1)) Appointed to the Board with effect from 1 March 2024.
((2)) Retired from the Board with effect from 24 April 2024.
((3)) Appointed to the Board with effect from 1 February 2025.
( )
Supplementary Information (unaudited)
Under the Alternative Investment Fund Manager Regulations 2013 (as amended)
the Company is a UK AIF and the Investment Manager is a full scope UK AIFM.
Ocorian Depositary (UK) Limited provides depositary services under the AIFMD.
The AIFMD outlines the required information which has to be made available to
investors prior to investing in an AIF and directs that material changes to
this information be disclosed in the Annual Report of the AIF. There were no
material changes in the year.
All information required to be disclosed under the AIFMD is either disclosed
in this Annual Report or is detailed within a schedule of disclosures on the
Company's website at www.greencoat-ukwind.com
(http://www.greencoat-ukwind.com) .
The Investment Manager covers the potential professional liability risks
resulting from its activities by holding professional indemnity insurance in
accordance with Article 9(7)(b) of AIFMD.
The Investment Manager is one of Europe's leading renewable investment
managers, which employs over 120 professionals and has over £9.5 billion of
assets under management. The Investment Manager is 75 per cent owned by
Schroders Group PLC, founded over 200 years ago, and managing over £777
billion of assets (as of 30 September 2024) with over 6,000 staff globally.
The information in this paragraph relates to the Investment Manager, the AIFM,
and its subsidiary company providing services to the AIFM and it does not
relate to the Company. The total amount of remuneration paid by the Investment
Manager, in its capacity as AIFM, to its 124 staff for the financial year
ending 31 December 2024 was £29.7 million, consisting of £19.2 million fixed
and £10.5 million variable remuneration. The aggregate amount of remuneration
for the 14 staff members of the Investment Manager constituting senior
management and those staff whose actions have a material impact on the risk
profile of the Company was £4.2 million. These figures relate to the
Investment Manager's entire AIFM business and not to the Company.
EU SFDR Disclosures (unaudited)
Annex V
Template periodic disclosure for the financial products referred to in Article
9, paragraphs 1 to 4a, of Regulation (EU) 2019/2088 and Article 5, first
paragraph, of Regulation (EU) 2020/852
Product name: Greencoat UK Wind PLC (the "Company")
Legal entity identifier: 213800ZPBBK8H51RX165
Did this financial product have a sustainable investment objective?
Yes - It made sustainable investments with an environmental objective: 99% -
in economic activities that qualify as environmentally sustainable under the
EU Taxonomy
To what extent was the sustainable investment objective of this financial
product met?
The Company invests in operating UK wind farms, supporting the transition to
Net Zero. The Company's aim is to provide investors with an annual dividend
per Ordinary Share that increases in line with RPI inflation while preserving
the capital value of its investment portfolio on a real basis over the long
term, through re-investment of excess cashflow.
The Company has sustainable investment as its objective within the meaning of
Article 9 SFDR. More specifically, the Company is intended to contribute to
the environmental objective of climate change mitigation on the basis of the
activities of the assets targeted by the Company, which are wind power
generation assets that help to facilitate the transition to a low-carbon
economy.
The Company does not have a carbon reduction objective and has not designated
a reference benchmark for the purpose of attaining the sustainable investment
objective.
As at 31 December 2024, the Company's portfolio comprises interests in 49
operating wind farms totalling 1,983MW capacity.
These sustainable investments contribute to the Company's sustainable
investment objective as the electricity generated from wind farms can be used
in place of non-renewable energy sources, thereby helping to stabilise
greenhouse gas concentrations in the atmosphere and contributing to climate
change mitigation. These investments are considered environmentally
sustainable in accordance with the technical screening criteria of the EU
Taxonomy relating to the environmental objective of climate change mitigation
and electricity generation from wind power.
How did the sustainability indicators perform?
The sustainability indicators used to measure attainment of the sustainable
investment objective of the Company performed as follows in the reporting
period:
· Renewable energy generated: 5,484GWh
· Greenhouse gas emissions(1) avoided: 2.2 million tonnes
CO2e
· Equivalent number of homes powered(2): 2.0 million
…and compared to previous periods?
Sustainability Indicator 2024 2023
Renewable electricity generated (GWh) 5,484 4,743
Greenhouse gas emissions avoided (tCO(2)) 2.2 million 1.9 million
Equivalent number of homes powered 2.0 million 1.8 million
All indicators increased year-on-year reflecting the increase in operating
capacity of the Group in previous years resulting from new investments.
How did the sustainable investments not cause significant harm to any sustainable investment objective?
The Investment Manager has sought to ensure that the Company's sustainable
investments cause no significant harm to any sustainable investment objective
by predominately investing in operating wind farms and by actively engaging
and managing sustainability risks and opportunities for the Company and its
investments prior to investment and on an ongoing basis once an investment has
been made.
Prior to each investment, the Investment Manager's Investment Committee,
responsible for the Company, considered the Company's investment policy,
investment restrictions and the Company's ESG Policy (a copy of which can be
found on the Company's website, as well as the sustainability risks and
opportunities identified during due diligence (including by means of an ESG
checklist).
Each investment made is held through SPVs and the Investment Manager has
appointed senior representatives to each of the boards of those SPVs to
oversee all major strategic and operational decisions.
Sustainability risks and opportunities have been fully embedded into the risk
management framework at both Company and asset SPV level. A risk matrix has
been set up for each new SPV, which includes sustainability risks, and
assesses risks (in respect of the likelihood of its occurrence and the impact
of its occurrence) on a numerical scale.
Ongoing sustainability risks for the portfolio were monitored, managed and
reported on by the Investment Manager to the Company's Board of Directors
which has overall responsibility for the activities of the Company and its
investments.
During 2024, there were no reportable incidents across the portfolio.
Specifically with regards to health and safety, there were 535 workdays lost
to injuries (based on 6 reportable lost time incidents). The Investment
Manager continues its focus on managing health and safety risks including
regular training for asset managers and O&M partners to promote a culture
of reporting to improve awareness and openness on the management of health and
safety at sites. The Investment Manager will continue to monitor health and
safety performance of all sites closely, in line with its ESG Policy
commitments.
In addition, the Company complied with the principles of good governance
contained in the AIC Code, which ensures the Company is in accordance with the
requirements of the UK Corporate Governance Code and provides a framework of
best practice for listed investment companies.
(1) Estimated GHG emissions avoided are calculated assuming that the renewable
wind power generated replaces the marginal generator (i.e., the generation
that is most likely to be displaced as the next dispatch option in the
electricity system) in each region. In the UK, this assumes CCGT generation as
the marginal generator. The "Operating margin" approach is the preferred
option under PCAF guidance for measuring carbon avoided. Carbon emissions
factors (gCO(2)/kWh) for the marginal generator in each region is sourced from
an IEA dataset (2024).
(2) Calculated based on average household consumption estimates. In the UK,
this was 2.7MWh/annum (OFGEM).
How were the indicators for adverse impacts on sustainability factors taken into account?
The Investment Manager considers the Principal Adverse Impacts ("PAIs") of its
investment decisions relating to the Company on sustainability factors and
this informs its approach to long term investment stewardship and stakeholder
engagement.
As the Company predominantly targets investments in operating UK wind farms,
the PAIs that are most relevant to the Company include (but are not limited
to):
Greenhouse gas emissions (Table 1 RTS: PAIs 1-6); and
Number of workdays lost to injuries, accidents, or illness (Table 3 RTS: PAI
3)
The Investment Manager sought to mitigate the impact of the PAIs and other
indicators considered in relation to the Company firstly by implementing the
Company's ESG Policy, which has been developed in line with the Investment
Manager's own ESG Policy. This sets guidance and principles for integrating
sustainability across the Company's business and looks to establish best
practice in climate related risk management, reporting and transparency. It
outlines areas of focus for wind power generation assets including management
of environmental performance, workplace standards, health and safety
practices, governance (including compliance with applicable laws and
regulations) and local community engagements. It also includes a list of key
performance indicators that are monitored and reported on (as appropriate).
Sustainability factors were considered prior to investment as part of early
stage screening, detailed due diligence and the Investment Committee's
decision making, and are managed post acquisition in accordance with the
Investment Manager's wider asset management practices.
A statement on principal adverse impacts on sustainability factors (the "PAI
Statement"), including the list of PAI indicators and associated metrics
considered in relation to the Company, can be found on the Company's website.
The Investment Manager considers the impacts reported within the PAI Statement
do not constitute significant harm to any sustainable investment objective, as
further described in the PAI Statement.
Were sustainable investments aligned with the OECD Guidelines for Multinational Enterprises and the UN Guiding Principles on Business and Human Rights? Details:
Yes - the Investment Manager believes that the Company's sustainable
investments were aligned with the OECD Guidelines for Multinational
Enterprises and the UN Guiding Principles on Business and Human Rights (the
"Minimum Safeguards").
During 2024, the Investment Manager conducted initial due diligence (for new
investments) and ongoing monitoring (for existing investments) of the SPVs in
which the underlying wind assets are held to ensure their alignment with the
Minimum Safeguards.
Further, the Investment Manager ensured that the key service providers
involved in the operations, maintenance and management of the SPVs acquired in
2024 comply with all applicable laws, rules, regulations and overarching
principles in the countries where they operate. This covers anti bribery and
corruption, financial crime, data protection and employment and health and
safety laws (including those relating to human rights, human trafficking,
modern slavery, and public safety). This was achieved, where possible, through
the application of the Investment Manager's 'Code of Conduct' Side Letter,
which was updated during the year to ensure Minimum Safeguards were fully
incorporated, or otherwise provided for in the key service provider contracts,
and monitoring by the Investment Manager's risk function.
There has been no material change to any existing service providers, or any
reports by the SPVs of any misalignment to the Minimum Safeguards.
For more information on how the sustainable investment objective of this
financial product was met, please refer to the Company's ESG Report which can
be found on the Company's website.
How did this financial product consider principal adverse impacts on sustainability factors?
See the response to the question above "How were the indicators for adverse
impacts on sustainability factors taken into account."
What were the top investments of this financial product?
Largest investments Sector % Assets Country
Hornsea 1 Wind 16% UK
Humber Gateway Wind 9% UK
London Array Wind 8% UK
South Kyle Wind 7% UK
Clyde Wind 7% UK
Walney Wind 7% UK
Stronelairg Wind 5% UK
Corriegarth Wind 4% UK
Brockaghboy Wind 3% UK
Burbo Bank Extension Wind 3% UK
What was the proportion of sustainability-related investments?
• What was the asset allocation?
#1 Sustainable covers sustainable investments with environmental or social
objectives.
#2 Not sustainable includes investments which do not qualify as sustainable
investments.
In which economic sectors were the investments made?
All of the Company's investments are in the economic sector "electricity
generation from wind power" (activity 4.3 of the Climate Change Mitigation
Technical Screening Criteria).
To what extent were sustainable investments with an environmental objective aligned with the EU Taxonomy?
Did the financial product invest in fossil gas and/or nuclear energy related activities complying with the EU Taxonomy1?
The Company did not make any investments in fossil gas or nuclear energy
activities. In line with its Investment Policy, the Company will only invest
in UK wind farms.
What was the share of investments made in transitional and enabling
activities? All activities of the Company are low carbon activities so the
share of investments in transitional and enabling activities is zero.
How did the percentage of investments aligned with the EU Taxonomy compare with previous reference periods?
The percentage of investments aligned with the EU Taxonomy remained at 100 per
cent. The Company only invests in wind assets and has policies in place to
prevent significant harm and to ensure Minimum Safeguards, so this is not
expected to change.
(1) Fossil gas and/or nuclear related activities will only comply with the
EU Taxonomy where they contribute to limiting climate change ("climate change
mitigation") and do no significant harm to any EU Taxonomy objective - see
explanatory note in the left hand margin. The full criteria for fossil gas and
nuclear energy economic activities that comply with the EU Taxonomy are laid
down in the Commission Delegated Regulation (EU) 2023/1214
What was the share of sustainable investments with an environmental objective that were not aligned with the EU Taxonomy
There was no share of sustainable investments with an environmental objective
that were not aligned with the EU Taxonomy. 100 per cent of the Company's
sustainable investments are in wind generation assets which are considered
aligned with the EU Taxonomy in accordance with the relevant Technical
Screening Criteria for climate change mitigation (activity 4.3).
What was the share of socially sustainable investments?
0 per cent of the Company's investments are socially sustainable investments.
The Company does not target sustainable investments with a social objective.
What investments were included under "not sustainable", what was their purpose and were there any minimum environmental or social safeguards?
The investments included under "#2 Not sustainable" comprise cash collateral
reserves (to the extent not generated from sustainable investments).
In 2024, "not sustainable" assets were 2 per cent of the Company's NAV and
reflected cash collateral reserves and interest rate swap values. Given the
purpose of these investments, there were no minimum environmental and social
safeguards applied to such investments.
What actions have been taken to attain the sustainable investment objective during the reference period?
The Investment Manager sought to attain the Company's sustainable investment
objective by implementing the binding elements described in the Company's pre
contractual disclosures (Annex 3 RTS) on a continuous basis, and by
integrating sustainability risks in its investment decision making as
described above: "How did the sustainable investments not cause significant
harm to any sustainable investment objective?".
The Company continues to invest in further operating wind farms and in
construction projects to increase its renewable energy generation capacity.
In 2024, the Investment Manager continued to enhance its processes to measure
and monitor the application of the binding elements. For example, the
Investment Manager's Supplier Code of Conduct side letter was updated in 2024
to ensure the adherence of key service providers to standards expected under
Minimum Safeguards. The Investment Manager also integrated the Schroders
Global Norms Breach List and a third party ESG controversy identification tool
into pre investment due diligence and ongoing monitoring processes in 2024 to
further enhance the assessments of key service providers against Minimum
Safeguards.
Further, the Investment Manager continued to engage with stakeholders relevant
to the Group's portfolio to ensure its renewable investments positively impact
the local communities in which they operate. Sustainability related risks and
challenges were regularly discussed within the Investment Manager's asset
management teams, which were also reported to and discussed with the Board
through regular meetings and specific risk register review discussions. Key
sustainability factors such as those relating to health and safety, compliance
with environmental standards and stakeholder relations were regularly
discussed and documented.
How did this financial product perform compared to the reference sustainable benchmark?
Not applicable (N/A) as the Company does not have a carbon reduction objective
and is not managed against a reference benchmark
How did the reference benchmark differ from a broad market index?
N/A
How did this financial product perform with regard to the sustainability indicators to determine the alignment of the reference benchmark with the sustainable investment objective?
N/A
How did this financial product perform compared with the reference benchmark?
N/A
How did this financial product perform compared with the broad market index?
N/A
Statement on principal adverse impacts "PAIs" of investment decisions on sustainability factors
Financial Product:
Greencoat UK Wind PLC (LEI: 213800ZPBBK8H51RX165) (the "Company"), managed by
Schroders Greencoat LLP (the "Investment Manager")
1. Summary
The Investment Manager considers PAIs of its investment decisions on
sustainability factors in relation to the Company. The present statement is
the consolidated statement on PAIs on sustainability factors of the Company.
This statement on principal adverse impacts on sustainability factors of the
Company covers the reference period from 1 January to 31 December 2024.
The adverse sustainability indicators applicable to investee companies
considered by the Investment Manager are summarised in the table below
(including the relevant table and number associated with the adverse
sustainability indicators listed in Annex I of the RTS(1)).
RTS RTS
Theme Adverse Sustainability Indicator Annex I Table Annex I Number
Greenhouse gas ("GHG") emissions 1 1
Climate and other environment-related indicators
Carbon footprint 1 2
GHG intensity of investee companies 1 3
Exposure to companies active in the fossil fuel sector 1 4
Share of non-renewable energy consumption and production 1 5
Energy consumption intensity per high impact climate sector 1 6
Emissions to water 1 8
Hazardous waste and radioactive waste ratio 1 9
Natural species and protected areas 2 14
Violations of UN Global Compact principles and Organisation for Economic
Cooperation and Development (OECD) Guidelines for Multinational Enterprises
1 10
Social and employee, respect for human rights, anti corruption and anti
bribery matters
Lack of processes and compliance mechanisms to monitor compliance with UN
Global Compact principles and OECD Guidelines for Multinational Enterprises
1 11
Exposure to controversial weapons (anti-personnel mines,
cluster munitions, chemical weapons and biological weapons) 1 14
Number of days lost to injuries, accidents, fatalities or illness 3 3
Lack of a supplier code of conduct 3 4
Lack of anti corruption and anti bribery policies 3 15
2. Description of the PAIs on sustainability factors
Actions taken,
Impact 2024 Impact 2023 and actions planned and targets set for the next reference period
Adverse sustainability indicator Metric Explanation
Greenhouse gas emissions 1. GHG emissions Scope 1 GHG emissions 262 tonnes of CO2 13 tonnes of CO2 Carbon footprint indicators are measured in line with the industry standard The GHG emissions of the Company decreased year on year. For more information
GHG Protocol based on an equity control approach, meaning emissions from the on changes in emissions, see the Historical Comparison section below.
Group's operations are weighted according
The Manager continued its work to switch more import electricity contracts to
to the Group's SPV ownership interest. Scope emissions calculations are renewable energy sources. The main driver of change, however, related to no
verified by third party consultants. acquisitions having taken place in the year (accounted for under Scope 3
capital goods).
Scope 3 emissions include all sources not within the Company's Scope 1 and 2
boundary and include, inter alia, emissions arising from the construction of
each wind farm acquired in 2024, including those emissions associated with
the manufacturing and transport of all equipment and material, before the wind
farm was commissioned as
well as the expected spare part provision throughout its lifetime.
Scope 2 GHG emissions 731 tonnes of CO2 1,485tonnes of CO2(market based)
(market based) 2
1,969 tonnes of CO2 (location based) 2,162 tonnes of CO2 (location based)
Scope 3 GHG emissions 19,047 tonnes of CO2 261,138 tonnes of CO2
Total GHG emissions 20,040 tonnes of CO2 262,637 tonnes of CO2
2. Carbon footprint Carbon footprint 3.46 tonnes of CO2/£ million invested 42.9 tonnes of CO(2)/£ million invested
3. GHG intensity of investee companies GHG intensity of investee companies 73 tonnes of CO2/£ million revenue 535 tonnes of CO2/£ million revenue
4. Exposure to companies active in the fossil fuel sector Share of investments in companies active in the fossil fuel sector 0% 0% The Group does not have any exposure to the fossil fuel sector and will only The Investment Manager continues to screen all investments against the
invest exclusion list in its ESG Policy as part of initial investment screening.
in UK wind farms in accordance with its Investment Objective and Investment
Policy.
5. Share of non renewable energy consumption and production Share of non renewable energy consumption and non renewable energy production Production share: 0% non renewable. Production share: 0% non renewable. The Group's wind farm portfolio generates fully renewable electricity. These With regards to non- renewable energy consumption, see the comment in relation
of investee companies from non renewable energy sources compared
assets consume electricity to PAIs 1-3 above
Consumption share: 32% non renewable. Consumption share: 41.9% non renewable.
to renewable energy sources, expressed as a percentage of total energy sources in the generation of renewable electricity.
6. Energy consumption intensity per high impact climate sector Energy consumption in MWh per million GBP of revenue of investee companies, 0.02 MWh/£m revenue 0.02 MWh/£m revenue Energy consumed reflects electricity imported by the assets. .
per high impact climate sector
Water 7. Emissions to water Tonnes of emissions to water generated by investee companies per million GBP 0 0 Emissions to water reflect any emissions reported by the assets.
invested, expressed as a weighted average
Waste 8. Hazardous waste and radioactive waste ratio Tonnes of hazardous waste and radioactive waste generated by investee 0 0 Hazardous and radioactive waste reflect any waste reported by the assets.
companies per million GBP invested, expressed as a weighted average
Social and employee matters 9. Violations of UN Global Compact principles and Organisation for Economic Share of investments in investee companies that have been involved in 0% Data not available The Investment Manager assesses the Group's SPVs and their key service In 2024, the Investment Manager integrated the Schroders Global Norms Breach
Cooperation and Development (OECD) violations providers for potential violations of UNGC Principles and OECD Guidelines. List and a third party ESG Controversy monitoring solution to assess adherence
This is done through pre investment due diligence and ongoing monitoring of of investments (via SPVs and their key service providers) to global norms.
Guidelines for Multinational Enterprises of the UNGC principles or OECD Guidelines for Multinational Enterprises SPVs and of their key service providers to ensure they are not listed on the
Schroders Global Norms Breach List or flagged for potential breaches via a
third party ESG controversy data provider.
Social and employee matters 10. Violations of UN Global Compact principles and Organisation for Economic Share of investments in investee companies that have been involved in 0% Data not available The Investment Manager assesses the Group's SPVs and their key service In 2024, the Investment Manager integrated the Schroders Global Norms Breach
Cooperation and Development (OECD) violations providers for potential violations of UNGC Principles and OECD Guidelines. List and a third party ESG Controversy monitoring solution to assess adherence
This is done through pre investment due diligence and ongoing monitoring of of investments (via SPVs and their key service providers) to global norms.
Guidelines for Multinational Enterprises of the UNGC principles or OECD Guidelines for Multinational Enterprises SPVs and of their key service providers to ensure they are not listed on the
Schroders Global Norms Breach List or flagged for potential breaches via a
third party ESG controversy data provider.
11. Exposure to controversial weapons Share of investments in investee companies without policies to monitor 0% 0% To ensure investments have policies in place for compliance with the UNGC The Investment Manager updated its Supplier Code of Conduct in 2025. Work is
compliance with the UNGC principles or OECD Guidelines for Multinational Principles and OECD Guidelines, the Investment Manager requires SPVs to adopt underway to ensure all key service providers to the Company have either
(anti-personnel mines, cluster munitions, chemical weapons and biological Enterprises or grievance/complaints handling mechanisms to address violations the Manager's ESG Policy. The Investment Manager also requires all key service adopted the updated Code of Conduct or have an equivalent in place.
weapons) of the UNGC principles or OECD Guidelines for Multinational Enterprises providers to adopt the Investment Manager's 'Code of Conduct Side Letter' (or
an equivalent standard).
Water, waste and material emissions 12. Natural species and protected areas Share of investments in investee companies whose operations affect threatened 0% 0% Investments are assessed to ensure that environmental impact assessments or All habitat management plans are agreed for relevant sites to ensure that the
species
equivalent are carried out for all assets as part of pre-investment due environment in and surrounding each wind farm is carefully protected.
diligence. If any impacts are identified through this process, a habitat
management plan, or equivalent, is introduced to ensure that any potential The Investment Manager continues to carry out due diligence on new investments
impacts are appropriately addressed or mitigated to prevent affecting relating to environmental and biodiversity related
threatened species. The asset management teams monitor adherence of all SPVs
to habitat management plans, where relevant. risks and is committed to implementing any regulatory obligations regarding
habitat
and environmental management.
Share of investments in investee companies without a biodiversity protection 0% 0% Assessed as a percentage of SPV investments without habitat management plans, There was and continues to be a strong commitment to continuous improvement of
policy covering operational sites owned, or any environmental planning requirements, in place, if required as a result environmental management.
of planning obligations or potential impacts identified by environmental
leased, managed in a protected area or an area of high biodiversity value impact assessments or equivalent
outside protected areas
Social and employee matters 13. Number of days lost to injuries, accidents, fatalities or illness Number of workdays lost to injuries, accidents, or illness in investee 154 30 A set of KPIs, including workdays lost, to improve health and safety The Investment Manager has stringent health and safety policies and processes
companies
management and performance in place and a member of the asset management team is nominated as a Director
for each company. Asset Management teams are responsible for the day-to-day
is monitored continuously. These are reported at least on a monthly basis implementation and monitoring of health and safety audits and initiatives. Our
directly to the Investment Manager, the Directors of the SPVs, and the Board. Board also reviews health and safety matters at each of its scheduled
meetings.
The Investment Manager continued to apply the policies and processes
referenced above in 2024 and will continue to apply these in 2025, using
learnings from audits and trend reports to continue to enhance its approach.
14. Lack of a supplier code of conduct Share of investments in investee companies without any supplier code of Data not available Data not available The Manager requires all key service providers of its SPVs to adopt the
conduct Investment Manager's 'Code of Conduct Side Letter' (or an equivalent
standard).
(against unsafe working conditions, precarious work, child labour and forced
labour)
Anti corruption and anti bribery 15. Lack of anti corruption and anti bribery policies Share of investments in entities without policies on anti corruption and anti 0% 0% Upon acquisition, all wholly owned SPV's adopt the policies of the Company
bribery consistent with the United Nations Convention against Corruption including anti corruption and anti-bribery. These policies are regularly
reviewed by legal experts and are updated for new legislation and new
geographies.
3. Description of policies to identify and prioritise principal
adverse impacts on sustainability factors
The Investment Manager seeks to mitigate the impact of PAIs and other
indicators considered in relation to the Company initially by implementing the
Company's ESG Policy. The Company's ESG Policy, which has been developed in
line with the Investment Manager's ESG Policy (a copy of which can be found on
the Investment Manager's website), sets guidance and principles for
integrating sustainability across the Company's business and looks to
establish best practice in climate related risk management, reporting and
transparency. It outlines areas of focus for wind farms including environment,
workplace standards, health and safety practices, governance (including
compliance with applicable laws and regulations) and local community
engagement. It also includes a list of KPIs that are monitored and reported on
as appropriate. Sustainability factors are considered prior to investment as
part of early stage screening, detailed due diligence and the Investment
Manager's Investment Committee's decision making, and managed, post
acquisition, in accordance with the Investment Manager's wider asset
management practices.
The Company's ESG Policy is reviewed annually by the Investment Manager's ESG
Committee and approved by the Board. It was last approved in November 2024.
In implementing its approach to integrating sustainability and the
consideration of PAIs on sustainability factors, the Investment Manager does
not rely on a dedicated team, but rather responsibilities are shared on a
holistic basis:
• the investment and asset management team (as the first line of
defence) who embed sustainability practices (including the consideration of
PAIs on sustainability factors) into their investment decision making and
ongoing management of the assets;
• a dedicated ESG Committee focused on developing the ESG Policy
with support from the sustainability team;
• the Investment Committees; and
• a Valuation Committee independent of portfolio management and
the Investment Manager's Risk Management Committee (as overseen by the AIFM).
Sustainability related risks and challenges are regularly discussed within the
Investment Manager's asset management team and are also reported to and
discussed with the Board at quarterly meetings. A specific risk matrix is also
reviewed and approved on an annual basis by the Board. Key sustainability
factors such as those relating to health and safety, compliance with
environmental standards and stakeholder relations are regularly discussed and
documented.
The boards of each SPV are responsible for ensuring sustainability factors are
considered in the context of the operational performance, business objectives
and broader stakeholder relationships. During the holding period,
representatives of the Investment Manager will take one or more seats on the
board of each SPV and will oversee all major strategic and operational
decisions. Given this structure, outside health and safety risks and
organisational (including governance) risks within the SPVs are limited. None
of the SPVs have employees or management teams and therefore any employee
related social factors are focused on the third party service providers.
The Investment Manager's ESG Committee is responsible for (i) determining the
ESG Policy and reviewing it regularly to ensure it remains relevant to
evolving conditions, (ii) developing and evolving sustainability integration
practices for material sustainability factors within the different businesses
and assets, (iii) leveraging existing resources and research capabilities on
sustainability related topics for the benefit of the investment management
team, and (iv) promoting education and awareness of sustainability trends and
developments and sharing best practice.
The Investment Manager uses information provided directly from wind farm SPVs
in relation to the PAIs. In order to ensure data quality, the Investment
Manager works with specialist external advisers, such as environmental
consultants. These advisers review the Investment Manager's methodologies for
identifying and prioritising PAIs and advise on industry best practices.
The data collected as described above is processed as follows:
• KPI data is sourced directly from SPVs and supplemented by
specialist external advisers such as environmental consultants, as required;
• operations and maintenance service providers used by the SPVs
report to the Investment Manager, on a monthly basis, on a standard set of
KPIs and qualitative factors, such as health and safety, compliance with
relevant laws and regulations, local community engagement and habitat
management, where relevant; and
• carbon footprint indicators are measured in line with the
industry standard GHG Protocol based on an equity control approach, meaning
emissions from the Company's operations are weighted according to the Company
or its SPV's ownership interest. Scope emissions calculations are carried out
by third party consultants.
In some instances, the Company may need to use estimates or proxy data. Where
estimated data is used it will typically represent the minority of data used
and will be based upon reasonable assumptions and appropriate comparators. The
Board and the Investment Manager will act reasonably in using estimated or
proxy data. As the use of such data will vary on a case by case basis, it is
not possible to provide a proportion of estimated data.
Engagement policies
The Company is committed to engaging with all stakeholders relevant to its
portfolio to ensure its renewable investments positively impact the
communities in which they operate. The Board and Investment Manager recognise
that engagement is critical to long term sustainable investment and seek to
build strong, long term relationships with high quality, experienced
counterparties to give consistency of service and standards.
References to international standards
The Company proactively engages with the following responsible business codes
and/or internationally recognised standards to promote sustainable investment
practices, as discussed in the Company's ESG report available on its website:
1. Task Force on Climate-Related Financial Disclosures ("TCFD")
Relevant for Table 1, PAI 1-5 (Greenhouse gas emissions)
The Company aligns with the TCFD recommendations and makes disclosures in the
Strategic Report. These disclosures report on climate change related impacts,
opportunities and risks to the Company. Given the Company's long term
investment perspective, the Board and the Investment Manager constantly assess
the risks its portfolio might be exposed to and factors them into decision
making and risk monitoring.
Historical comparison
Please refer to Table 1 for historical data comparison.
Specifically in relation to health and safety, in 2024 there were 535(2)
workdays lost to injuries (based on 6 reportable lost time incidents) in 2024,
of which 333 workdays lost were associated with one incident. The Investment
Manager continues its focus on managing health and safety risks including
regular training for asset managers and O&M partners to promote a culture
of reporting to improve awareness and openness on the management of health and
safety at sites. The Manager will continue to monitor health and safety
performance of all sites closely, in line with its ESG Policy commitments.
The Company had a 92 per cent decrease in scope 1-3 emissions year on year.
The decrease was primarily driven by the fact the no new assets were invested
in by the Company resulting in capital goods associated embodied carbon
emissions dropping from 240,000tCO2 in 2023 to zero in 2024. Omitting
capital goods, the Company's emissions decreased by 11 per cent. Scope 1
emissions increased due to more SF6 leaks being reported compared to last
year. Scope 2 emissions fell as a result of work to switch electricity import
contracts to renewable energy tariffs. The Investment Manager will continue to
consider the carbon emissions associated with the portfolio assets and
potential opportunities to reduce these, whilst continuing in its focus to
ensure increased renewable energy generation.
Annex
Defined terms used in this statement
For the purposes of this statement, the following definitions shall apply:
(1) Scope 1, 2 and 3 GHG emissions means the scope of greenhouse gas
emissions referred to in points (1)(e)(i) to (iii) of Annex III to Regulation
(EU) 2016/1011 of the European Parliament and of the Council(2);
(2) Greenhouse gas ("GHG") emissions means greenhouse gas emissions
as defined in Article 3, point (1), of Regulation (EU) 2018/842 of the
European Parliament and of the Council(3);
(3) Weighted average means a ratio of the weight of the investment
by the financial market participant in a investee company in relation to the
GAV of the investee company;
(4) Companies active in the fossil fuel sector means companies that
derive any revenues from exploration, mining, extraction, production,
processing, storage, refining or distribution, including transportation,
storage and trade, of fossil fuels as defined in Article 2, point (62), of
Regulation (EU) 2018/1999 of the European Parliament and of the Council(4);
(5) Renewable energy sources means renewable non fossil sources,
namely wind, solar (solar thermal and solar photovoltaic) and geothermal
energy, ambient energy, tide, wave and other ocean energy, hydropower,
biomass, landfill gas, sewage treatment plant gas, and biogas;
(6) Non renewable energy sources means energy sources other than
those referred to in point (5);
(7) Energy consumption intensity means the ratio of energy
consumption per unit of activity, output or any other metric of the investee
company to the total energy consumption of that investee company;
(8) Protected area means designated areas in the European
Environment Agency's Common Database on Designated Areas (CDDA);
(9) High impact climate sectors means the sectors listed in Sections
A to H and Section L of Annex I to Regulation (EC) No 1893/2006 of the
European Parliament and of the Council(5);
(10) Area of high biodiversity value outside protected areas means land
with high biodiversity value as referred to in Article 7b(3) of Directive
98/70/EC of the European Parliament and of the Council(6);
(11) Emissions to water means direct emissions of priority substances as
defined in Article 2(30) of Directive 2000/60/EC of the European Parliament
and of the Council(7)and direct emissions of nitrates, phosphates and
pesticides;
(12) Hazardous waste means hazardous waste as defined in Article 3(2) of
Directive 2008/98/EC of the European Parliament and of the Council(8);
(2) Regulation (EU) 2016/1011 of the European Parliament and of the Council of
8 June 2016 on indices used as benchmarks in financial instruments and
financial contracts or to measure the performance of investment funds and
amending Directives 2008/48/EC and 2014/17/EU and Regulation (EU) No 596/2014
(OJ L 171, 29.6.2016, p. 1).
(3) Regulation (EU) 2018/842 of the European Parliament and of the Council of
30 May 2018 on binding annual greenhouse gas emission reductions by Member
States from 2023 to 2030 contributing to climate action to meet commitments
under the Paris Agreement and amending Regulation (EU) No 525/2013 (OJ L 156,
19.6.2018, p. 26).
(4) Regulation (EU) 2018/1999 of the European Parliament and of the Council of
11 December 2018 on the Governance of the Energy Union and Climate Action,
amending Regulations (EC) No 663/2009 and (EC) No 715/2009 of the European
Parliament and of the Council, Directives 94/22/EC, 98/70/EC, 2009/31/EC,
2009/73/EC, 2010/31/EU, 2012/27/EU and 2013/30/EU of the European Parliament
and of the Council, Council Directives 2009/119/EC and (EU) 2015/652 and
repealing Regulation (EU) No 525/2013 of the European Parliament and of the
Council (OJ L 328, 21.12.2018, p. 1).
(5) Regulation (EC) No 1893/2006 of the European Parliament and of the Council
of 20 December 2006 establishing the statistical classification of economic
activities NACE Revision 2 and amending Council Regulation (EEC) No 3037/90 as
well as certain EC Regulations on specific statistical domains Text with EEA
relevance (OJ L 393, 30.12.2006, p. 1-39).
(6) Directive 98/70/EC of the European Parliament and of the Council of 13
October 1998 relating to the quality of petrol and diesel fuels and amending
Council Directive 93/12/EEC (OJ L 350, 28.12.1998, p. 58).
(7) Directive 2000/60/EC of the European Parliament and of the Council of 23
October 2000 establishing a framework for Community action in the field of
water policy (OJ L 327, 22.12.2000, p. 1).
(8) Directive 2008/98/EC of the European Parliament and of the Council of 19
November 2008 on waste and repealing certain Directives (OJ L 312, 22.11.2008,
p. 3).
(13) Radioactive waste means radioactive waste as defined in Article
3(7) of Council Directive 2011/70/Euratom(9);
(14) Threatened species means endangered species, including flora and
fauna, listed in the European Red List or the IUCN Red List, as referred to in
Section 7 of Annex II to Delegated Regulation (EU) 2023/2139;
(15) UN Global Compact principles means the ten Principles of the United
Nations Global Compact; and
(16) Board means the Directors of the Company.
For the purposes of this Annex, the following formulas shall apply:
(1) 'GHG emissions' shall be calculated in accordance with the
following formula:
(2) 'carbon footprint' shall be calculated in accordance with the
following formula:
(3) 'GHG intensity of investee companies' shall be calculated in
accordance with the following formula:
(4) 'GHG intensity of sovereigns' shall be calculated in accordance
with the following formula:
(5) 'inefficient real estate assets' shall be calculated in
accordance with the following formula:
For the purposes of the formulas, the following definitions shall apply:
(1) Current value of investment means the value in EUR of the
investment by the financial market participant in the investee company;
(2) Current value of all investments means the value in EUR of all
investments by the financial market participant;
(3) Nearly zero energy building (NZEB), primary energy demand (PED)
and energy performance certificate (EPC) shall have the meanings given to them
in paragraphs 2, 5 and 12 of Article 2 of Directive 2010/31/EU of the European
Parliament and of the Council(10).
(9) Council Directive 2011/70/Euratom of 19 July 2011 establishing a Community
framework for the responsible and safe management of spent fuel and
radioactive waste (OJ L 199, 2.8.2011, p. 48).
(10) Directive 2010/31/EU of the European Parliament and of the Council of 19
May 2010 on the energy performance of buildings (recast) (OJ L 153, 18.6.2010,
p. 13)
Defined Terms
ABN AMRO means ABN AMRO Bank N.V.
Aggregate Group Debt means the Group's proportionate share of outstanding
third party borrowings, including its share of limited recourse debt in
Hornsea 1
AGM means Annual General Meeting of the Company
AIC means the Association of Investment Companies
AIC Code means the AIC's Code of Corporate Governance
AIF means an Alternative Investment Fund as defined under the AIFMD
AIFM means an Alternative Investment Fund Manager as defined under the AIFMD
AIFMD means the Alternative Investment Fund Managers Directive
Alternative Performance Measure means a financial measure other than those
defined or specified in the applicable financial reporting framework
Andershaw means Andershaw Wind Power Limited
ANZ means Australia and New Zealand Banking Group Limited
AXA means funds managed by AXA Investment Managers UK Limited
Barclays means Barclays Bank PLC
BDO LLP means the Company's Auditor as at the reporting date
Bicker Fen means Bicker Fen Windfarm Limited
Bin Mountain means Bin Mountain Wind Farm (NI) Limited
Bishopthorpe means Bishopthorpe Wind Farm Limited
Board means the Directors of the Company
Braes of Doune means Braes of Doune Wind Farm (Scotland) Limited
Breeze Bidco means Breeze Bidco (TNC) Limited
Brockaghboy means Brockaghboy Windfarm Limited
Burbo Bank Extension means Hoylake Wind Limited, Greencoat Burbo Extension
Holding (UK) Limited, Burbo Extension Holding Limited and Burbo Extension
Limited
Carbon Footprint means the calculation per TCFD guidance (ni)(outstanding
amount invested(i) total investee debt+equity(i) *investee scope 1 and 2 GHG
emissions(i) Company market value
Carcant means Carcant Wind Farm (Scotland) Limited
Cash Fee means the cash fee that the Investment Manager is entitled to under
the Investment Management Agreement
CBA means Commonwealth Bank of Australia
CCGT means combined cycle gas turbine
CFD means Contract For Difference
Church Hill means Church Hill Wind Farm Limited
CIBC means Canadian Imperial Bank of Commerce
Clyde means Clyde Wind Farm (Scotland) Limited
CO(2) means carbon dioxide
Company means Greencoat UK Wind PLC
Corriegarth means Corriegarth Wind Energy Limited
Cotton Farm means Cotton Farm Wind Farm Limited
CPI means the Consumer Price Index
Crighshane means Crighshane Wind Farm Limited
Dalquhandy means Dalquhandy Wind Farm Limited
Deeping St. Nicholas means Deeping St. Nicholas wind farm
Depreciation means the unwinding of the discount rate assumptions
Douglas West means Douglas West Wind Farm Limited
Drone Hill means Drone Hill Wind Farm Limited
DTR means the Disclosure Guidance and Transparency Rules sourcebook issued by
the Financial Conduct Authority
Dunmaglass means Dunmaglass Holdco and Dunmaglass Wind Farm
Dunmaglass Holdco means Greencoat Dunmaglass Holdco Limited
Dunmaglass Wind Farm means Dunmaglass Wind Farm Limited
Earl's Hall Farm means Earl's Hall Farm Wind Farm Limited
Equity Element means the ordinary shares issued to the Investment Manager
under the Investment Management Agreement
ESG means Environmental, Social and Governance
EU means European Union
EU SFDR means EU Sustainable Financial Disclosure Regulation
FCA means Financial Conduct Authority
Fenlands means Fenland Windfarms Limited
FRC means the Financial Reporting Council
GAV means Gross Asset Value
GB means Great Britain consisting of England, Scotland and Wales
Glass Moor means Glass Moor wind farm
Glen Kyllachy means Glen Kyllachy Wind Farm Limited
Group means Greencoat UK Wind PLC and Greencoat UK Wind Holdco Limited
Holdco means Greencoat UK Wind Holdco Limited
Hornsea 1 means Hornsea 1 Holdco and Hornsea 1 Limited
Hornsea 1 Holdco means Jupiter Investor TopCo Limited
Hoylake means Hoylake Wind Limited
Humber Gateway means Humber Holdco and Humber Wind Farm
Humber Holdco means Greencoat Humber Limited
Humber Wind Farm means RWE Renewables UK Humber Wind Limited
HV means high voltage
IAS means International Accounting Standards
IFRS means International Financial Reporting Standards
Investment Management Agreement means the agreement between the Company and
the Investment Manager
Investment Manager means Schroders Greencoat LLP
IPEV Valuation Guidelines means the International Private Equity and Venture
Capital Valuation Guidelines
IPO mean Initial Public Offering
IRR means Internal Rate of Return
Kildrummy means Kildrummy Wind Farm Limited
KPI means Key Performance Indicator
Kype Muir Extension means Kype Extension Wind Farm Limited
Langhope Rig means Langhope Rig Wind Farm Limited
Levered portfolio IRR means the Internal Rate of Return with an assumed level
of gearing
Lindhurst means Lindhurst Wind Farm
Listing Rules means the listing rules made by the UK Listing Authority under
Section 73A of the Financial Services and Markets Act 2000
Little Cheyne Court means Little Cheyne Court Wind Farm Limited
Lloyds means Lloyds Bank PLC and Lloyds Bank Corporate Markets PLC
London Array means London Array Holdco and London Array Limited
London Array Holdco means Greencoat London Array Holdco Limited
Maerdy means Maerdy Wind Farm Limited
Middlemoor means Middlemoor Wind Farm
ML Wind means ML Wind LLP
NAB means National Australia Bank
Nanclach means Nanclach Limited
NAV means Net Asset Value
NAV per Share means the Net Asset Value per Ordinary Share
Net Zero means the UK Government's strategy to decarbonise all sectors of the
UK economy
North Hoyle means North Hoyle Wind Farm Limited
North Rhins means North Rhins Wind Farm Limited
O&M means operations and maintenance
PPA means Power Purchase Agreement entered into by the Group's wind farms
RBC means the Royal Bank of Canada
RBS International means the Royal Bank of Scotland International Limited
RCF means revolving credit facility
Red House means Red House wind farm
Red Tile means Red Tile wind farm
REMA means Government's Review of Electricity Market Arrangements
Review Section means the front end review section of this report (including
but not limited to the Chairman's Statement, and Investment Manager's Report)
Rhyl Flats means Rhyl Flats Wind Farm Limited
ROC means Renewable Obligation Certificate
RPI means the Retail Price Index
Screggagh means Screggagh Wind Farm Limited
SDG means Sustainable Development Goal
Sixpenny Wood means Sixpenny Wood Wind Farm Limited
Slieve Divena means Slieve Divena Wind Farm Limited
Slieve Divena 2 means Slieve Divena Wind Farm No. 2 Limited
SONIA means the Sterling Overnight Index Average
South Kyle means South Kyle Wind Farm Limited
SPVs means the Special Purpose Vehicles which hold the Group's investment
portfolio of underlying wind farms
Stronelairg means Stronelairg Holdco and Stronelairg Wind Farm
Stronelairg Holdco means Greencoat Stronelairg Holdco Limited
Stronelairg Wind Farm means Stronelairg Wind Farm Limited
Stroupster means Stroupster Caithness Wind Farm Limited
SYND Holdco means SYND Holdco Limited
Tappaghan means Tappaghan Wind Farm (NI) Limited
TCFD means Task Force on Climate-Related Financial Disclosures
Tom nan Clach means Breeze Bidco and Nanclach
TSR means Total Shareholder Return
Twentyshilling means Twentyshilling Limited
UK means the United Kingdom of Great Britain and Northern Ireland
UK Code means the UK Corporate Governance Code issued by the FRC
Virgin Money means Clydesdale Bank Plc
Walney means Walney Holdco and Walney Wind Farm
Walney Holdco means Greencoat Walney Holdco Limited
Walney Wind Farm means Walney (UK) Offshore Windfarms Limited
Windy Rig means Windy Rig Wind Farm Limited
Yelvertoft means Yelvertoft Wind Farm Limited
Alternative Performance Measures
Performance Measure Definition 2024 2023
Aggregate Group Debt The Group's proportionate share of outstanding third party borrowings of £2,244 million £2,375 million
£1,790 million per note 13 to the financial statements plus limited recourse
debt of £585 million at Hornsea 1, not included in the Consolidated Statement
of Financial Position
CO(2) emissions avoided The estimate of the portfolio's CO(2) emissions avoided through the 2.2 million tonnes 1.9 million tonnes
displacement of thermal generation, as at the relevant reporting date. This is
calculated based on the thermal generation displaced. In the UK, this assumes
the displacement of CCGT generation at a carbon intensity factor of 0.4
kgCO2e/KWh.
GAV Gross Asset Value £5,652.7 million £6,169.0 million
Homes powered The estimate of the number of homes powered by electricity generated by the 2.0 million homes 1.8 million homes
portfolio, as at the relevant reporting date. This is calculated based on
average household consumption estimates. In the UK, this was 2.7MWh/annum
(OFGEM).
NAV Net Asset Value £3,409.1 million £3,794.0 million
NAV per share The Net Asset Value per ordinary share per note 17 to the financial statements 151.2 pence 164.1 pence
Net cash generation The operating cash flow of the Group and wind farm SPVs as broken down in the £278.8 million £405.5 million
table below.
Total Shareholder Return ("TSR") The theoretical return to a shareholder on a closing market basis, assuming (8.6) per cent 5.4 per cent
that all dividends received were reinvested without transaction costs into the
Ordinary Shares of the Company at the close of business on the day the shares
were quoted ex dividend
Group and wind farm SPV cash flows For the year ended For the year ended
31 December 2024
31 December 2023
£'000 £'000
Net cash generation 278,724 405,510
Dividends paid (249,777) (197,043)
Net disposals / (acquisitions) 25,045 (820,925)
Transaction costs (522) (2,742)
Share buybacks (80,418) (9,439)
Share buyback costs (521) (56)
Net amounts drawn under debt facilities (30,000) 690,000
Upfront finance costs (8,721) (4,939)
Movement in cash (Group and wind farm SPVs) (66,190) 60,366
Opening cash balance (Group and wind farm SPVs) 221,217 160,851
Closing cash balance (Group and wind farm SPVs) 155,027 221,217
Net cash generation 278,724 405,510
Dividends 221,176 197,043
Dividend cover 1.3x 2.1x
Net Cash Generation - Breakdown For the year ended For the year ended
31 December
31 December 2023
2024
£'000 £'000
Revenue 771,106 785,608
Operating expenses (216,436) (198,611)
Tax (66,690) (62,661)
SPV level debt interest (17,758) (20,044)
SPV level debt amortisation (62,726) (47,129)
Other (8,116) 28,133
Wind farm cash flow 399,380 485,296
Management fee (30,522) (24,993)
Operating expenses (3,169) (2,564)
Ongoing finance costs (92,224) (62,834)
Other 6,582 5,013
Group cash flow (119,333) (85,378)
VAT (Group and wind farm SPVs) (1,323) 5,592
Net cash generation 278,724 405,510
Net Cash Generation - Reconciliation to Net Cash Flows from Operating For the year ended For the year ended
Activities
31 December 2024
31 December 2023
£'000 £'000
Net cash flows from operating activities 391,011 359,801
Movement in cash balances of wind farm SPVs (21,722) 18,225
Movement in security cash deposits (26,779) 40,119
Repayment of shareholder loan investment 28,439 50,199
Finance costs (100,946) (67,773)
Upfront finance costs 8,721 4,939
Net cash generation 278,724 405,510
Cautionary Statement
The Review Section of this report has been prepared solely to provide
additional information to shareholders to assess the Company's strategies and
the potential for those strategies to succeed. These should not be relied on
by any other party or for any other purpose.
The Review Section may include statements that are, or may be deemed to be,
"forward looking statements". These forward looking statements can be
identified by the use of forward looking terminology, including the terms
"believes", "estimates", "anticipates", "expects", "intends", "may", "will" or
"should" or, in each case, their negative or other variations or comparable
terminology.
These forward looking statements include all matters that are not historical
facts. They appear in a number of places throughout this document and include
statements regarding the intentions, beliefs or current expectations of the
Directors and the Investment Manager concerning, amongst other things, the
investment objectives and Investment Policy, financing strategies, investment
performance, results of operations, financial condition, liquidity, prospects,
and distribution policy of the Company and the markets in which it invests.
By their nature, forward looking statements involve risks and uncertainties
because they relate to events and depend on circumstances that may or may not
occur in the future. Forward looking statements are not guarantees of future
performance. The Company's actual investment performance, results of
operations, financial condition, liquidity, distribution policy and the
development of its financing strategies may differ materially from the
impression created by the forward looking statements contained in this
document.
Subject to their legal and regulatory obligations, the Directors and the
Investment Manager expressly disclaim any obligations to update or revise any
forward looking statement contained herein to reflect any change in
expectations with regard thereto or any change in events, conditions or
circumstances on which any statement is based.
In addition, the Review Section may include target figures for future
financial periods. Any such figures are targets only and are not forecasts.
This Annual Report has been prepared for the Company as a whole and therefore
gives greater emphasis to those matters which are significant in respect of
Greencoat UK Wind PLC and its subsidiary undertakings when viewed as a whole.
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