REG - Renew Infra Grp Ld - Announcement of Interim Results <Origin Href="QuoteRef">TRIG.L</Origin> - Part 3
19/08/2016 13:40
- Part 3: For the preceding part double click ID:nRSR4857Hb
portfolio valuation discount rate used for valuing the
projects in the portfolio is 8.7% (Dec 2015: 9.0%).
A change to the weighted average discount rate of 8.7% (Dec 2015: 9.0%) by
plus 0.5% has an impact of -£28.3m or minus 0.5% has an impact of +£30.1m on
the valuation.
Power Price
The power price forecasts are based on the base case assumptions from the
valuation date and throughout the operating life of the portfolio. The base
case power pricing is based on the current forecast real price reference curve
data provided by a leading power price forecaster, adjusted to reflect the
value the market will place on such generation in an arm's length
transaction.
A change in the forecast electricity price assumptions by plus 10% has an
impact of +£55.0m or minus 10% has an impact of -£53.8m on the valuation.
Energy Yield
The portfolio's aggregate production outcome for a 10 year period would be
expected to fall somewhere between a P90 10 year exceedance (downside case)
and a P10 10 year exceedance (upside case).
A P90 10 year exceedance has an impact of -£73.0m and a P10 10 year exceedance
has an impact of +£70.6m on the valuation.
Inflation rates
The portfolio valuation assumes long-term inflation of 2.75% per annum for UK
investments (based on the RPI), and 2.00% per annum for France and Republic of
Ireland investments (based on the CPI).
A change in the inflation assumptions by plus 0.5% has an impact of +£38.0m or
minus 0.5% has an impact of -£34.2m on the valuation.
Operating costs
A change in operating costs by plus 10% has an impact of -£25.1m or minus 10%
has an impact of +£24.8m on the valuation.
Currency rates
The spot rate used for the 30 June 2016 valuation, from Euro to Sterling, was
1.1987 (Dec 2015: 1.3569).
A change in currency rates by plus 10% has an impact of +£5.0m or minus 10%
has an impact of
-£5.0m on the valuation.
5. Total operating income
For six months ended 30 June 2016 For six months ended 30 June 2015
Total Total
£'000s £'000s
Interest income 18,281 11,501
Gains on investments 7,569 1,148
25,850 12,649
On the Expanded basis, which includes TRIG UK, the Company's direct
subsidiary, that the Directors consider to be an extension of the Company's
investment activity, the total operating income is £32,784k (Jun 2015:
£17,099k). The reconciliation from the Statutory IFRS basis to the Expanded
basis is shown in Analysis of Financial Results section.
6. Fund expenses
For six months ended For six months ended
30 June 2016 30 June 2015
Total Total
£'000s £'000s
Fees payable to the Company's auditors for the audit of the Company's accounts 24 25
Fees payable to the Company's auditors for audit-related assurance services 26 28
Investment and management fees (Note 14) 99 99
Directors' fees (Note 14) 94 83
Other costs 221 245
464 480
On the Expanded basis, fund expenses are £4,661k (Jun 2015: £2,905k); the
difference being the costs incurred within TRIG UK, the Company's direct
subsidiary. The reconciliation from the Statutory IFRS basis to the Expanded
basis is shown in the Analysis of Financial Results section.
The Company had no employees during the current or prior period. The Company
has appointed the Investment Manager and the Operations Manager to manage the
portfolio, the Company and its subsidiaries, on its behalf.
7. Finance and other (expenses)/income
For six months ended For six months ended
30 June 2016 30 June 2015
Total Total
£'000s £'000s
Interest income:
Interest on bank deposits 16 48
Total finance income 16 48
(Loss)/gain on foreign exchange:
Realised (loss)/gain on settlement of FX forwards (1,278) 1,567
Fair value movement of FX forward contracts (4,803) 1,303
Other foreign exchange movements (91) 3
Total (loss)/gain on foreign exchange (6,172) 2,873
Finance and similar (expenses)/income (6,156) 2,921
On the Expanded basis, excluding foreign exchange movements, finance income is
£23k (Jun 2015: £50k) and finance costs are £2,930k (Jun 2015: £1,467k); the
difference being the Group's acquisition facility costs which are incurred
within TRIG UK, the Company's direct subsidiary. These costs are detailed in
the Analysis of Financial Results section.
The loss on foreign exchange on the Expanded basis is £6,079k (Jun 2015: gain
of £2,852k). The reconciliation from the Statutory IFRS basis to the Expanded
basis, which includes a small FX movement within TRIG UK, the Company's direct
subsidiary, is shown in the Analysis of Financial Results section.
8. Income tax
Under the current system of taxation in Guernsey, the Company is exempt from
tax in Guernsey other than on Guernsey source income (excluding Guernsey bank
interest). Therefore, income from investments is not subject to any tax in
Guernsey, although these investments will bear tax in the individual
jurisdictions in which they operate.
9. Earnings per share
Earnings per share ("EPS") is calculated by dividing the profit attributable
to equity shareholders of the Company by the weighted average number of
Ordinary Shares in issue during the period.
30 June 2016 30 June 2015
Profit/(loss) attributable to equity holders of the Company (£'000s) 19,230 15,090
Weighted average number of Ordinary Shares in issue ('000s) 742,233 470,190
Basic and diluted EPS (pence) 2.6 3.2
10. Dividends
30 June 2016 31 December2015
£'000s £'000s
Amounts recognised as distributions to equity holders during the period:
Interim dividend for the six months ended 31 December 2014 of 3.08p per share - 12,797
Interim dividend for the six months ended 30 June 2015 of 3.08p per share - 20,043
Interim dividend for the six months ended 31 December 2015 of 3.11p per share 22,791 -
Interim dividend for the three months ended 31 March 2016 of 1.5625p per share 11,974 -
34,765 32,840
Dividends settled as a scrip dividend alternative 2,744 4,503
Dividends settled in cash 32,021 28,337
34,765 32,840
On 28 July 2016 (see Note 17), the Company declared an interim dividend of
1.5625 pence per share for the three month period ended 30 June 2016. The
dividend, which is payable on 30 September 2016, is expected to total
£11,975,362, based on a record date of 19 August 2016 and the number of shares
in issue being 766,423,189.
11. Net assets per Ordinary Share
30 June 2016 31 December2015
Shareholders' equity at balance sheet date (£'000s) £744,117 £726,592
Number of shares at balance sheet date, including management shares accrued but not yet issued ('000s) 767,204 733,574
Net Assets per Ordinary Share at balance sheet date (pence) 97.0 99.0
In line with the Investment Management Agreement and the Operations Management
Agreement, 20 per cent of the Group's management fees are to be settled in
Ordinary Shares. Shares are issued to the Investment Manager and the
Operations Manager twice a year in arrears, usually in March and September for
the half year ending December and June, respectively.
As at 30 June 2016, 781,125 shares equating to £745,487, based on a Net Asset
Value ex dividend of 95.44 pence per share (the Net Asset Value at 30 June
2016 of 97.0 pence per share less the interim dividend of 1.5625 pence per
share) were due but had not been issued. The Company intends to issue these
shares on or around 30 September 2016.
As at 31 December 2015, 736,190 shares equating to £705,933, based on a Net
Asset Value ex dividend of 95.89 pence per share (the Net Asset Value at 31
December 2015 of 99.0 pence per share less the interim dividend of 3.11 pence
per share) were due but had not been issued. The Company issued these shares
on 31 March 2016.
In view of this, the denominator in the above Net assets per Ordinary Share
calculation is as follows;
30 June 2016 31 December2015
Ordinary Shares in issue at balance sheet date 766,423 732,838
Number of shares to be issued in lieu of Management fees 781 736
Total number of shares used in Net Assets per Ordinary Share calculation 767,204 733,574
12. Investments at fair value through profit or loss
Investments at fair value through profit or loss is the sum of the Portfolio
Valuation and the carrying amount of TRIG UK, the Company's direct
subsidiary.
30 June 2016 31 December2015
£'000s £'000s
Brought forward 711,604 412,449
Investments 29,300 307,275
Distributions received (23,782) (24,037)
Interest income 18,281 28,037
Gain/(loss) on valuation 7,569 (12,120)
Carried forward 742,972 711,604
The following information is non-statutory. It provides additional information
to users of the interim financial statements, splitting the fair value
movements between the investment portfolio and TRIG UK, the Company's direct
subsidiary.
30 June 2016 31 December2015
£'000s £'000s
Fair value of investment portfolio
Brought forward value of investment portfolio 712,284 472,870
Investments in the period 45,220 254,485
Distributions received (30,769) (42,355)
Interest income 11,690 20,772
Dividend income 1,959 5,341
Gain on valuation 19,136 1,171
Carried forward value of investment portfolio 759,520 712,284
Fair value of TRIG UK
Brought forward value of TRIG UK (680) (60,421)
Cash movement 188 (106)
Working capital movement 62 (722)
Debt movement1 (16,118) 60,569
Carried forward value of TRIG UK (16,548) (680)
Total investments at fair value through profit or loss 742,972 711,604
1 Debt arrangement costs of £1,517k (Dec 2015: £1,735k) have been netted off
the £15,900k (Dec 2015: £Nil) debt drawn by TRIG UK.
The gains on investment are unrealised.
Investments are generally restricted on their ability to transfer funds to the
Company under the terms of their senior funding arrangements for that
investment. Significant restrictions include:
- Historic and projected debt service and loan life cover ratios exceed a
given threshold;
- Required cash reserve account levels are met;
- Senior lenders have agreed the current financial model that forecasts
the economic performance of the project company;
- Project company is in compliance with the terms of its senior funding
arrangements; and
- Senior lenders have approved the annual budget for the company.
All of the projects met their debt service covenants during the period.
Details of investments recognised at fair value through profit or loss were as
follows:
30 June 2016 31 December 2015
Investments (project name) Country Equity Subordinated loanstock Equity Subordinated loanstock
TRIG UK UK 100.0% 100.0% 100.0% 100.0%
TRIG FC UK 100.0% 100.0% 100.0% 100.0%
Roos UK 100.0% 100.0% 100.0% 100.0%
The Grange UK 100.0% 100.0% 100.0% 100.0%
Hill of Towie UK 100.0% 100.0% 100.0% 100.0%
Green Hill UK 100.0% 100.0% 100.0% 100.0%
Forss UK 100.0% 100.0% 100.0% 100.0%
Altahullion UK 100.0% 100.0% 100.0% 100.0%
Lendrums Bridge UK 100.0% 100.0% 100.0% 100.0%
Lough Hill UK 100.0% 100.0% 100.0% 100.0%
Milane Hill Republic of Ireland 100.0% 100.0% 100.0% 100.0%
Beennageeha Republic of Ireland 100.0% 100.0% 100.0% 100.0%
Haut Languedoc France 100.0% 100.0% 100.0% 100.0%
Haut Cabardes France 100.0% 100.0% 100.0% 100.0%
Cuxac Cabardes France 100.0% 100.0% 100.0% 100.0%
Roussas-Claves France 100.0% 100.0% 100.0% 100.0%
Puits Castan France 100.0% 100.0% 100.0% 100.0%
Churchtown UK 100.0% 100.0% 100.0% 100.0%
East Langford UK 100.0% 100.0% 100.0% 100.0%
Manor Farm UK 100.0% 100.0% 100.0% 100.0%
Parsonage UK 100.0% 100.0% 100.0% 100.0%
Marvel Farms UK 100.0% 100.0% 100.0% 100.0%
Tamar Heights UK 100.0% 100.0% 100.0% 100.0%
Stour Fields UK 100.0% 100.0% 100.0% 100.0%
Meikle Carewe UK 100.0% 100.0% 100.0% 100.0%
Tallentire UK 100.0% 100.0% 100.0% 100.0%
Parley UK 100.0% 100.0% 100.0% 100.0%
Egmere UK 100.0% 100.0% 100.0% 100.0%
Penare UK 100.0% 100.0% 100.0% 100.0%
Earlseat UK 100.0% 100.0% 100.0% 100.0%
Taurbeg Republic of Ireland 100.0% 100.0% 100.0% 100.0%
Four Burrows UK 100.0% 100.0% 100.0% 100.0%
Rothes 2 UK 49.0% 87.0% 49.0% 87.0%
Mid Hill UK 49.0% 87.0% 49.0% 87.0%
Paul's Hill UK 49.0% 87.0% 49.0% 87.0%
Rothes 1 UK 49.0% 87.0% 49.0% 87.0%
Crystal Rig 1 UK 49.0% 87.0% 49.0% 87.0%
Crystal Rig 2 UK 49.0% 87.0% 49.0% 87.0%
Broussan Solar France 48.9% 100.0% - -
Chateau Solar France 41.5% 100.0% - -
Plateau Solar France 42.5% 100.0% - -
Borgo Solar France 48.9% 100.0% - -
Olmo 2 Solar France 48.9% 100.0% - -
Pascialone Solar France 46.4% 100.0% - -
Santa Lucia Solar France 48.9% 100.0% - -
Agrinergie 1&3 Solar France 41.5% 100.0% - -
Agrinergie 5 Solar France 48.9% 100.0% - -
Agrisol Solar France 30.3% 100.0% - -
Chemin Canal Solar France 42.9% 100.0% - -
Ligne des 400 Solar France 41.0% 100.0% - -
Logistisud Solar France 44.0% 100.0% - -
Marie Gallante Solar France 24.9% 100.0% - -
Ste Marguerite Solar France 42.0% 100.0% - -
On 28 January 2016, TRIG acquired, from Akuo, a 100% shareholder loan interest
and a 49% equity interest in a holding company that, alongside some minority
shareholders, owns investments in 15 French solar parks (Broussan Solar,
Chateau Solar, Plateau Solar, Borgo Solar, Olmo 2 Solar, Pascialone Solar,
Santa Lucia Solar, Agrinergie 1&3 Solar, Agrinergie 5 Solar, Agrisol Solar,
Chemin Canal Solar, Ligne des 400 Solar, Logistisud Solar, Marie Gallante
Solar and Ste Marguerite Solar) for consideration of E57.2m.
On 8 July 2016 (see Note 17), TRIG entered into a binding sale and purchase
agreement to acquire, from investment funds managed by 123Venture, a 51%
equity interest and 100% shareholder loan interest in Midi, a solar
photovoltaic plant in the South of France for consideration of E10.6 million.
Further detail of acquisitions made in the period can be found in the Interim
Management Report.
13. Share capital and reserves
Ordinary Shares Ordinary Shares
30 June 2016 31 December2015
000s 000s
Opening balance 732,838 415,476
Issued for cash 30,000 311,988
Issued as a scrip dividend alternative 2,849 4,459
Issued in lieu of management fees 736 915
Issued at end of period - fully paid 766,423 732,838
On 19 May 2016, the Company issued 30,000,000 shares raising £30,300k before
costs. The Company used the funds to partially repay the Group's revolving
acquisition facility.
The holders of the 766,423,189 (Dec 2015: 732,838,095) Ordinary Shares are
entitled to receive dividends as declared from time to time and are entitled
to one vote per share at meetings of the Company. The Company shares are
issued at nil par value.
Share premium
Share premium
30 June 2016 31 December2015
£'000s £'000s
Opening balance 728,227 411,768
Ordinary Shares issued 33,750 321,085
Cost of Ordinary Shares issued (729) (4,626)
Closing balance 761,248 728,227
Other reserves
30 June 2016 31 December2015
£'000s £'000s
Opening balance 706 428
Shares to be issued in lieu of management fees incurred in H1 2015 - 481
Shares to be issued in lieu of management fees incurred in H2 2015 (Note 14) - 706
Shares to be issued in lieu of management fees incurred in H1 2016 (Note 14) 745 -
Shares issued in the period, transferred to share premium (706) (909)
Closing balance 745 706
Retained reserves
Retained reserves comprise retained earnings, as detailed in the statement of
changes in shareholders' equity.
14. Related party and key advisor transactions
Loans to related parties:
30 June 2016 31 December2015
£'000s £'000s
Short-term receivable from TRIG UK 4 4,000
Short-term balance outstanding from TRIG UK, in relation to Management fees to be settled in shares 745 706
Long-term loan to TRIG UK 491,738 468,937
492,487 473,643
During the period, interest totalling £18,281k (Jun 2015: £11,501k) was
earned, and settled, in respect of the long-term interest-bearing loan between
the Company and its direct subsidiary, TRIG UK.
Key advisor transactions
The Investment Manager to the Group (InfraRed Capital Partners Limited) is
entitled to 65 per cent of the aggregate management fee (see below), payable
quarterly in arrears. The Operations Manager to the Group (Renewable Energy
Systems Limited) is entitled to 35 per cent of the aggregate management fee
(see below), payable quarterly in arrears.
The aggregate management fee payable to the Investment Manager and the
Operations Manager is 1 per cent of the Adjusted Portfolio Value in respect of
the first £1 billion of the Adjusted Portfolio Value, and 0.8 per cent in
respect of the Adjusted Portfolio Value in excess of £1 billion. These fees
are payable by TRIG UK, the Company's direct subsidiary, less the proportion
that relates solely to the Company, the advisory fees, which are payable by
the Company.
The advisory fees payable to the Investment Manager and the Operations Manager
in respect of the advisory services they provide to the Company are £130k per
annum and £70k per annum, respectively. The advisory fees charged to the
Company are included within the 1% total fee amount charged to the Company and
its subsidiary, TRIG UK. The Investment Manager advisory fee charged to the
income statement for the period was £65k (Jun 2015: £64k), of which £32k (Jun
2015: £32k) remained payable in cash at the balance sheet date. The Operations
Manager advisory fee charged to the income statement for the period was £35k
(Jun 2015: £35k), of which £17k (Jun 2015: £18k) remained payable in cash at
the balance sheet date.
The Investment Manager management fee charged to TRIG UK for the period was
£2,358k (Jun 2015: £1,573k), of which £946k (Jun 2015: £673k) remained payable
in cash at the balance sheet date. The Operations Manager management fee
charged to TRIG UK for the period was £1,270k (Jun 2015: £842k), of which
£509k (Jun 2015: £348k) remained payable in cash at the balance sheet date.
In addition, the Operations Manager received £2,072k (Jun 2015: £1,154k) for
services in relation to Asset Management. These expenses are incurred in the
project companies and are not included in these interim financial statements.
In line with the Investment Management Agreement and the Operations Management
Agreement, 20 per cent of the Group's aggregate management fees are to be
settled in Ordinary Shares. The shares issued to the Managers by the Company
relate to amounts due to the Managers by TRIG UK. Accordingly, TRIG UK
reimburses the Company for the shares issued.
On 31 March 2016, the Company issued 736,190 shares equating to £705,933,
based on a Net Asset Value ex dividend of 95.89 pence per share (the Net Asset
Value at 31 December 2015 of 99.0 pence per share less the interim dividend of
3.11 pence per share) in respect of management fees earned in H2 2015.
As at 30 June 2016, 781,125 shares equating to £745,487, based on a Net Asset
Value ex dividend of 95.44 pence per share (the Net Asset Value at 30 June
2016 of 97.0 pence per share less the interim dividend of 1.5625 pence per
share) were due, in respect of management fees earned in H1 2016, but had not
been issued. The Company intends to issue these shares on or around 30
September 2016.
The Directors of the Company received fees for their services. Total fees for
the Directors for the period were £94,000 (Jun 2015: £83,250). Directors'
expenses of £936 (Jun 2015: £2,254) were also paid in the period.
All of the above transactions were undertaken on an arm's length basis.
15. Guarantees and other commitments
As at 30 June 2016, the Company and or TRIG UK, its direct subsidiary, had
provided £18.5 million (Dec 2015: £18.5 million) in guarantees to the projects
in the TRIG portfolio.
The Company also guarantees the revolving acquisition facility, entered into
by TRIG UK, to enable it to acquire further investments.
16. Contingent consideration
The Group has performance-related contingent consideration obligations of up
to £9.4 million (Dec 2015: £13.9 million) relating to acquisitions completed
prior to 30 June 2016. These payments depend on the performance of certain
wind farms and solar parks and other contracted enhancements. The payments, if
triggered, would be due between 2016 and 2017. The valuation of the
investments in the portfolio does not assume that these enhancements are
achieved. If further payments do become due they would be expected to be
offset by an increase in fair value of the investment due to increased assumed
revenues. The arrangements are generally two way in that if performance is
below base case levels some refund of consideration may become due.
17. Events after the balance sheet date
On 8 July 2016, TRIG entered into a binding sale and purchase agreement to
acquire, from investment funds managed by 123Venture, a 51% equity interest
and 100% shareholder loan interest in Midi, a solar photovoltaic plant in the
South of France for consideration of E10.6 million.
On 28 July 2016, the Company declared an interim dividend of 1.5625 pence per
share for the three month period ended 30 June 2016. The dividend, which is
payable on 30 September 2016, is expected to total £11,975,362, based on a
record date of 19 August 2016 and the number of shares in issue being
766,423,189.
There are no other events after the balance sheet date, which are required to
be disclosed.
DIRECTORS
Helen Mahy (Chairman)
Jonathan (Jon) Bridel
Shelagh Mason
Klaus Hammer
REGISTRAR
Capita Registrars (Guernsey) Limited
Mont Crevelt House
Bulwer Avenue
St. Sampson
Guernsey GY2 4LH
DESIGNATED ADMINISTRATOR TO COMPANY, COMPANY SECRETARY AND REGISTERED OFFICE
Aztec Financial Services (Guernsey) Limited
PO Box 656
East Wing
Trafalgar Court
Les Banques
St Peter Port
Guernsey GY1 3PP
INVESTMENT MANAGER
InfraRed Capital Partners Limited
12 Charles II Street
London SW1Y 4QU
OPERATIONS MANAGER
Renewable Energy Systems Limited
Beaufort Court
Egg Farm Lane
Kings Langley
Hertfordshire WD4 8LR
FINANCIAL PR
Tulchan Communications LLP
85 Fleet Street
London EC4Y 1AE
UK TRANSFER AGENT
Capita Registrars
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU
Helpline: 0871 664 0300
AUDITORS
Deloitte LLP
Regency Court
Esplanade
St Peter Port
Guernsey GY1 3HW
BROKERS
Canaccord Genuity Limited
9th Floor
88 Wood Street
London EC2V 7QR
Liberum Capital Limited
Ropemaker Place
25 Ropemaker Street
London EC2Y 9LY
This information is provided by RNS
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