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RNS Number : 6659Q Triple Point Energy Transition PLC 19 December 2024
THIS ANNOUNCEMENT HAS BEEN DETERMINED TO CONTAIN INSIDE INFORMATION FOR THE
PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 (AS IT
FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWL) ACT
2018).
Triple Point Energy Transition plc
("TENT" or the "Company" or, together with its subsidiaries, the "Group")
UNAUDITED RESULTS FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2024
RAPID PROGRESS CONTINUES FOLLOWING ADOPTION OF MANAGED WIND-DOWN STRATEGY
Triple Point Energy Transition plc (ticker: TENT) announces its unaudited
results for the six months ended 30 September 2024. In March 2024,
Shareholders voted to approve the managed wind-down of the Company and, within
the first six months, a majority of the Company's assets have been sold. The
sale of the remaining investments is anticipated to complete in Q1 2025.
30 September 31 March 30 September 2023
2024 2024
unaudited audited unaudited
Net Asset Value ("NAV") £77.3m £86.7m £95.1m
NAV per share 77.24p 86.66p 95.09p
Value of the portfolio(1) £47.2m £83.4m £92.4m
Cash and cash equivalents(2) £30.2m £7.8m £3.2m
Dividend declared per share 2.75p 5.50p 2.75p
Special Dividend declared per share 25.00p - -
Value of disposals £54.5m £2.1m -
(1) Including CHP Portfolio deferred consideration as at 30 September 2024
(2) Cash and cash equivalents held in the Company and subsidiary company
including cash allocated for special dividends
Unaudited NAV movement
The fall in unaudited NAV for the six-month period to 30 September 2024 is
primarily driven by the adjustments to the carrying value of TENT Holdings
Limited ("TENT Holdings") to align the valuation as at 30 September 2024 with
the anticipated proceeds from the disposal, which is expected to reach a final
agreement and complete in the next quarter.
Highlights
· The disposal of a debt facility provided to a subsidiary of Virmati
Energy Ltd (trading as Field), to fund a portfolio of four Battery Energy
Storage Systems ("BESS") assets ("BESS Portfolio"), at the carrying value on
19 April 2024.
· The repayment and cancellation of TENT Holdings' Revolving Credit
Facility ("RCF") on 19 April 2024.
· The refinancing of three Combined Heat and Power ("CHP") loans (the
"CHP Portfolio") for a total consideration of £17.5 million (including £3
million of deferred consideration) on 24 June 2024.
· The disposal of the Company's assets to date, including the full
repayment of the Innova debt facility, represents 92.0% of carrying value.
· A special dividend of 25 pence per ordinary share was announced on 6
September 2024 and paid on 4 October 2024.
· The Company entered into exclusivity with a potential buyer for TENT
Holdings, the owner of the Hydroelectric Portfolio and LED Receivables Finance
Facility, with the disposal anticipated to complete in Q1 2025.
Strategic Update
Significant progress has been made since Shareholders voted 99.85% in favour
of the wind-down of the Company in March 2024. The majority of the Company's
assets have been sold within six months following this vote, reflecting the
quality of the Company's portfolio. The remaining assets are anticipated to be
sold, in line with previous communications to Shareholders, by the end of the
current financial year.
Given the substantial progress made in the managed wind-down, and in order to
reduce operating costs, John Roberts has decided to stand down as Chair of the
Company with immediate effect. Rosemary Boot will assume the role of Chair and
the remaining Directors will continue on the Board until Shareholders have
voted in favour of the proposed members' voluntary liquidation and liquidators
are appointed.
John Roberts, the Company's outgoing Chair, commented:
"The Board is pleased with the prompt progress made in disposing of the
Company's assets following the almost unanimous vote to adopt a managed
wind-down strategy, particularly given that the orderly realisation involves
selling a diverse range of debt and equity investments in energy transition
assets to multiple different parties. Achieving 92% of the carrying value to
date is a creditable outcome in an environment of higher base rates, lower
forward power price expectations and other sectoral headwinds. The Board is
keen to maximise the cash returned to Shareholders as part of the wind-down
and has carefully considered the required size and composition of the Board.
Given the progress in respect of the disposals to date, and the substantial
progress made in respect of the sale of TENT Holdings, we believe that a Board
of three Directors is sufficient to oversee the short remaining period prior
to the proposed members' voluntary liquidation. Accordingly, I have decided to
stand down with immediate effect. It has been a privilege to serve as Chair of
TENT and I am confident the last period of the Company's orderly realisation
is in good hands."
Rosemary Boot, the Company's incoming Chair, commented:
"On behalf of the Board, Triple Point and our Shareholders, I would like to
thank John for his contribution to the Company since IPO in 2020, particularly
during the last two years in what has been a challenging time for investment
trusts operating in the energy transition sector, with significant
macro-economic and political turmoil over that period. We wish John well in
his future activities, and I look forward to working with my fellow Directors
and Triple Point to achieve the best result possible in respect of the
remaining asset disposals, prior to entering into a proposed members'
voluntary liquidation."
For further information, please contact:
Triple Point Investment Management LLP +44 (0) 20 7201 8989
Jonathan Hick
Chloé Smith
J.P. Morgan Cazenove (Corporate Broker) +44 (0) 20 3493 8000
William Simmonds
Jérémie Birnbaum
Akur Limited (Financial Adviser) +44 (0) 20 7493 3631
Tom Frost
Siobhan Sergeant
LEI: 213800UDP142E67X9X28
Further information on the Company can be found on its
website: http://www.tpenergytransition.com/
(https://eur03.safelinks.protection.outlook.com/?url=http%3A%2F%2Fwww.tpenergytransition.com%2F&data=05%7C01%7CRebecca.Lillington%40triplepoint.co.uk%7C5d7dc58447154d71da6108da8a648af1%7Ccde8812e0dbd4dc3b4463655beb81efb%7C0%7C0%7C637974461674664827%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=Qxux6XDdRNrDI2LBUqkiVrj0UyfH30KOouLRCg%2FPxmY%3D&reserved=0)
NOTES:
The Company is an investment trust which was established to invest in assets
that support the transition to a lower carbon, more efficient energy system
and help the UK achieve Net Zero.
The Investment Manager is Triple Point Investment Management LLP ("Triple
Point") which is authorised and regulated by the Financial Conduct Authority.
Triple Point manages private, institutional, and public capital, and has a
proven track record of investment in energy transition and decentralised
energy projects.
On 22 March 2024, Shareholders approved the Company's proposed orderly
realisation of assets and on 6 September 2024 the Company declared a special
dividend to return value to Shareholders.
CHAIR'S STATEMENT
Introduction
12 months ago, the Board decided to recommend an orderly wind-down to deliver
value to Shareholders. The orderly wind-down received almost unanimous support
from Shareholders who voted at the General Meeting in March 2024. During the
six-month period to 30 September 2024, the Company has focused on progressing
the asset sales processes, whilst maintaining the performance of its assets.
Orderly wind-down update
Over the course of the six-month period the following assets were disposed of
or repaid:
Development financing
The Innova Facility was repaid on 5 April 2024.
BESS Portfolio
In April 2024, following approval by Shareholders, the Group sold the BESS
Portfolio loan facility to Triple Point Leasing Limted ("TPLL") for its
carrying value. Given the significant increase in base rates since the loan
was agreed in March 2022 and the decline in BESS revenues, this was seen as a
highly satisfactory outcome for Shareholders. The BESS Portfolio loan facility
was one of the first merchant (predominantly uncontracted revenues) BESS loan
facilities in the UK and won Energy Storage Deal of the Year award in 2022.
Since 2022, we have seen a number of high street bank lenders funding BESS
using similar structures. The Group is pleased to have played a part in
accelerating the energy transition by pioneering finance to this important
asset class.
CHP Portfolio
In June 2024, the loans to Harvest, Glasshouse and Spark Steam (together the
"CHP Portfolio") were refinanced by P3P Partners LLP ("P3P") for a total
consideration of £17.5 million, comprised of an upfront payment of £14.5
million and three deferred payments of £1 million each. £0.25 million of the
first deferred payment was received in September 2024 and the balance of
£0.75 million was received in October 2024. The carrying value of the
remaining two deferred payments of £1 million each on the 30 June 2025 and
30 September 2026 respectively have been discounted by £0.2 million to take
into account the present value of future payments. The receivables have been
transferred by TENT Holdings to the Company, and thus the amounts will remain
payable to the Company subsequent to the planned disposal of TENT Holdings.
Remaining assets disposal
The Company entered into exclusivity with a preferred bidder in respect of the
sale of TENT Holdings, which owns the Hydroelectric Portfolio consisting of
nine run of river hydroelectric power assets, together with the remaining LED
Receivables Finance Facility. Due diligence is well progressed and the Company
believes the disposal will complete in Q1 2025.
Financing
The Group, via its wholly owned subsidiary, TENT Holdings, had a £40 million
Revolving Credit Facility ("RCF"), which was fully repaid and cancelled on 19
April 2024.
Financial Results
The unaudited Net Asset Value ("NAV") of the Company at 30 September
2024 was £77.3 million (31 March 2024: £86.7 million), a decrease
of 11% since the year end. The decrease in NAV is predominately driven by
the fair value decline of £6.6 million during the six-month period. This
fair value adjustment is mainly driven by the decrease in the valuation of
the Hydroelectric Portfolio, based on the anticipated proceeds expected from
the TENT Holdings disposal.
As a result of the £6.6 million reduction in the fair value of the
portfolio, TENT recorded a loss, for the period, of £6.7 million (30
September 2023: loss of £1.6 million).
Distributions
During the six months ended 30 September 2024, the Company declared an interim
dividend of 1.375 pence per ordinary share on 24 June 2024 and another interim
dividend of 1.375 pence per ordinary share on 28 August 2024. The Company
also announced a special dividend of 25.00 pence per ordinary share on 6
September 2024, paid on 4 October 2024.
Environmental, Social and Governance ("ESG")
Since IPO, and under the previous strategy, the Company adopted an approach to
ESG that reflected the importance of sustainability and which sought to add
value to the portfolio. As the Company progresses its wind-down, the focus is
on continued efficiency and safety of all assets and taking a responsible
approach to disposals. The Company is aware of the new Sustainability
Disclosure Requirements ("SDR") and labelling rules, and as a result of
existing circumstances, does not intend to apply for a label under SDR. The
Company has published a statement to explain its position, which can be found
on the website.
Post Balance Sheet
On 4 October 2024 the Company paid a special dividend of 25 pence per ordinary
share.
On 9 October 2024 the Group received a payment of £0.75 million from P3P
being the balance of the first deferred consideration payment due from the CHP
Portfolio loan refinancing.
On 2 December 2024, TENT Holdings transferred the CHP Portfolio promissory
note to the Company, for the fair value of £1.83 million. This transfer was
completed to facilitate the disposal of TENT Holdings Limited.
Board Change
The Board is keen to maximise the cash returned to Shareholders as part of the
wind-down and has carefully considered the required size and composition of
the Board. Given the progress in respect of the disposals to date, and the
substantial progress made in respect of the sale of the TENT Holdings, we
believe that a Board of three Directors is sufficient to oversee the short
remaining period prior to the proposed members' voluntary liquidation.
Accordingly, I have decided to stand down as Chair of the Company and Rosemary
Boot will take over as Chair with immediate effect. Rosemary will remain as
Chair of the Audit Committee for the remaining period until the Company enters
the proposed members' voluntary liquidation which we believe is acceptable in
the circumstances. Furthermore, Anthony White has been appointed as Senior
Independent Director. It has been a privilege to serve as Chair of TENT and I
am confident that the last period of the Company's orderly realisation is in
good hands.
John Roberts
Chair
18 December 2024
INVESTMENT MANAGER'S REPORT
Managed Wind-down Update
As noted in the Chair's statement, the Company's assets that have been sold
and fully repaid to date represent 92% of the carrying value, with the
disposal of TENT Holdings anticipated to close in Q1 2025.
Once these remaining assets have been disposed of, the next steps in the
wind-down will be, subject to shareholder approval, to proceed with a members'
voluntary liquidation. This will include the appointment of liquidators from
Evelyn Partners and delisting of, and trading in, the Company's ordinary
shares. It is envisaged that the liquidators will seek to make a prompt
distribution of capital to investors.
Portfolio Performance
Hydroelectric Portfolio
The Hydroelectric Portfolio exported 7,178 MWh of electricity to the grid in
the six-month period. This level of generation was 26.2% above forecast. The
good performance is attributable to exceptionally high rainfall in August and
the high availability of the schemes throughout the period. There were no
unplanned outages affecting production.
LED Portfolio
All income due was received in the period.
CHP Portfolio
The three CHP loans were refinanced in June 2024. During the 2.5 months of
ownership in this interim period, no performance reporting was received,
consistent with the reporting requirements under the loan agreements.
BESS Portfolio
The loan facility to Field was realised in April 2024, during which time the
construction of the BESS assets continued to progress.
Portfolio Valuation
The Investment Manager is responsible for carrying out the fair market
valuation of the Group's investments. Portfolio valuations are currently
carried out on a bi-annual basis as at 30 September and 31 March each year.
In line with the Group's valuation methodology, the deferred consideration
receivable for the CHP Portfolio has been valued on a Discounted Cashflow
basis to reflect the time value of money. Given the circumstances of the
orderly wind-down and the ongoing disposal processes in respect of TENT
Holdings, the valuation method for the remaining investments held at 30
September 2024 has been updated to reflect the anticipated consideration,
rather than a Discounted Cashflow Valuation.
The valuation of the portfolio approved by the Directors as at 30 September
2024 is £47.2 million (31 March 2024: £83.4 million). During the period,
TENT Holdings made £29.5 million of capital repayments to TENT following the
repayment of the Innova Facility and the refinancing or disposal of the Boxed
LED Facility, BESS Portfolio loan facility and the CHP Portfolio.
Valuation movements
The valuation movement in the period reflects the change in the valuation of
TENT Holdings, which is primarily driven by the change in value of its largest
assets, the Hydroelectric Portfolio. The total fair value loss for the period
in respect of TENT Holdings was £6.6 million. This fair value adjustment is
primarily attributed to a decline in the portfolio's valuation, reflecting the
anticipated proceeds from the TENT Holdings disposal.
Financial Review
The Company applies IFRS 10 and qualifies as an investment entity. IFRS 10
requires that investment entities measure investments, including subsidiaries
that are themselves investment entities, at fair value except for subsidiaries
that provide investment services which are required to be consolidated.
The Company's single, direct subsidiary, TENT Holdings, is the ultimate
holding company for all the Company's investments.
It is, itself, an investment entity and is therefore measured at fair value.
NAV
The Company's NAV and investment portfolio valuations are calculated on a
bi-annual basis on 31 March and 30 September each year and are prepared by the
Investment Manager. The NAV is reviewed and approved by the Board.
The unaudited NAV of the Company at 30 September 2024 was £77.3 million
(31 March 2024: £86.7 million), a decrease of 11% since the year end.
The decrease in NAV is predominately driven by the fair value decline of
£6.6 million during the six-month period. This fair value
adjustment is mainly driven by the decrease in the valuation of the
Hydroelectric Portfolio.
Operating Results
During the six-month period to 30 September 2024, the Company's unaudited NAV
declined by 11% and the Company reported a loss of £6.7 million, primarily
due to a £6.6 million reduction in the fair value of the investment
portfolio.
Operating Expenses and Ongoing Charges
The operating expenses for the six months ended 30 September 2024 amounted to
£0.9 million (30 September 2023: £1 million). The Company's annualised
ongoing charges ratio ("OCR") for the period is 1.68% (30 September 2023:
2.19%). The calculation has been performed following the AIC methodology,
wherein any one-time expenses have been excluded from the ongoing expenses.
The decrease in OCR is due to the decrease in ongoing expenses.
Sustainability and the approach to Environmental, Social and Governance
Triple Point, as Investment Manager, provides a responsible and sustainable
approach to investment management.
Sustainability Disclosures
As the Company is progressing with its orderly wind-down, it is only reporting
according to regulatory requirements.
The Company is aware of the new SDR and labelling rules and, as a result of
existing circumstances, does not intend to apply for a label under SDR. The
Company has published a statement to explain this position, which can be found
on the website.
Operational quality through ESG analysis and asset optimisation
As the Company is now in active wind-down, the ESG focus applied by the
Investment Manager is on continued efficiency and safety of all assets and
taking a responsible approach to disposals.
Conclusion
The market for investment trusts continues to be challenging in a high base
rate environment. Investment trusts in the energy transition sector,
particularly those with lower relative market capitalisations, have been
subject to additional challenges, which is why TENT proposed an orderly
realisation of the Company to Shareholders a year ago. We note that since
TENT's Shareholders' decision, Shareholders of other investment trusts in
TENT's peer group have also approved similar proposals. This course of action
has seen significant value returned to TENT Shareholders in a timely manner
with the majority of the portfolio disposed of, or fully repaid, whilst
achieving 92% of the prevailing carrying value. We are confident of concluding
the remaining sale in Q1 2025 based on the well progressed discussions with
the preferred bidder for TENT Holdings.
We would like to thank TENT's Shareholders for their support since IPO, which
enabled investment in the niche areas of the energy transition, such as
hydro-electric power. TENT also pioneered new approaches to investing into the
energy transition, for example through the award-winning BESS Portfolio loan
facility, which has since been replicated by other lenders.
Achieving Net Zero will require many billions of pounds of capital to be
mobilised annually in the UK alone. Capital markets have a vital role to play
in achieving this through allocating capital to energy transition
opportunities, including investment trusts, in the near term.
Jonathan Hick
TENT Fund Manager
Triple Point Investment Management LLP
18 December 2024
PRINCIPAL RISKS AND UNCERTAINTIES
The principal risks and uncertainties for the Company continue to be those
outlined on pages 26-30 of the Annual Report for the year ended 31 March 2024
and the Board expects those to remain valid for the remainder of the year.
There are a small and limited number of changes in the risk profile of the
Company since the year ended 31 March 2024, predominantly influenced by the
fact that post balance sheet events (sale of the CHP Portfolio) had already
been factored in. Following the progress made on the sale of the remaining
assets, the following changes have been made to the principal risks:
· Sale of assets - realisation - the likelihood has been reduced to
moderate, from moderate-to-high, reflecting the progress made with the sale of
the remaining assets.
· Volatility of NAV - the likelihood has been reduced to moderate, from
moderate-to-high, reflecting the progress made and sale price anticipated for
the remaining assets.
· Post-sale liabilities - given the structure and proposed limitations
anticipated in the sale contract, the impact and likelihood have both been
reduced to low-to-moderate.
· Reliance on the performance of third-party service providers - given
the progress made with the managed wind-down, and the reduced dependency on
third party services, the impact has been reduced to low-to-moderate, from
moderate-to-high.
· Inadequate or inappropriate execution of the wind-down: this risk is
for the Company as a whole and includes the proposed delisting and members'
voluntary liquidation. The causes for this have been extended to include
potential investor activism and consequently the likelihood has been increased
to moderate, from low-to-moderate. This becomes the most material risk to the
Company.
New Risk: Default risk: The risk of delay or failure to collect deferred
consideration, caused by financial strain of underlying counterparty. Given
the first deferred payment relating to sale of the CHP Portfolio loans was not
completed in line with the agreement, the likelihood has been assessed as
moderate and impact as low-moderate.
Emerging risks
There are no new emerging risks that the Board considers relevant at this
time.
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors confirm that to the best of their knowledge this condensed set
of financial statements which have been prepared in accordance with IAS 34 as
adopted by the UK, give a true and fair view of the assets, labilities,
financial position and profit or loss of the Company. The operating and
financial review includes a fair review of the information required by DTR
4.2.7 and DTR 4.2.8 of the Disclosure Guidance and Transparency Rules of the
United Kingdom's Financial Conduct Authority namely: an indication of
important events that have occurred during the period and their impact on the
condensed financial statements and a description of the principal risks and
uncertainties for the remaining six months of the financial year; and material
related party transactions in the period as disclosed in Note 10.
The Directors, all of whom are independent and non-executive, are:
· Dr John Roberts (Chair)
· Rosemary Boot (Senior Independent Director)
· Sonia McCorquodale
· Dr Anthony White
Approval
This Directors' responsibility statement was approved by the Board of
Directors and signed on its behalf by:
John Roberts
Chair
18 December 2024
Interim Condensed Statement of Comprehensive Income
For the six months ended 30 September 2024 (unaudited)
For the six months ended For the six months ended
30 September 2024 30 September 2023
Unaudited Unaudited
Note Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Investment income 3 870 - 870 3,123 - 3,123
Unrealised loss from revaluation of investments at the period end 8 - (6,645) (6,645) - (3,679) (3,679)
Investment return 870 (6,645) (5,775) 3,123 (3,679) (556)
Investment management fees (74) (223) (297) (333) (111) (444)
Other expenses (433) (169) (602) (588) (10) (598)
(507) (392) (899) (921) (121) (1,042)
(Loss)/profit before taxation 363 (7,037) (6,674) 2,202 (3,800) (1,598)
Taxation 4 - - - - - -
(Loss)/profit after taxation 363 (7,037) (6,674) 2,202 (3,800) (1,598)
Other comprehensive income - - - - - -
Total comprehensive (loss)/income 363 (7,037) (6,674) 2,202 (3,800) (1,598)
Basic & diluted (loss)/earnings per share 5 0.36p (7.04p) (6.68p) 2.20p (3.80p) (1.60p)
The total column of this statement is the Income Statement of the Company
prepared in accordance with International Financial Reporting Standards
(IFRS) as adopted by the UK. The supplementary revenue return and capital
columns have been prepared in accordance with the Association of Investment
Companies Statement of Recommended Practice (AIC SORP).
For the period, the allocation of the investment management fees between
revenue and capital have been adjusted to reflect an increased allocation to
the capital column. This change was implemented to align with the divestment
of assets during the wind-down of the Company, where a greater proportion of
the fees relates to capital activities. Additionally, other expenses have been
reviewed, and any costs directly associated with the disposal of the Company's
investments have been allocated to the capital column.
Interim Condensed Statement of Financial Position
As at 30 September 2024 (unaudited)
As at 30 September 2024 As at 31 March 2024
Unaudited Audited
Note £'000 £'000
Current assets
Assets held-for-sale 8 47,245 83,367
Trade and other receivables 26,106 370
Cash and cash equivalents 4,163 3,713
77,514 87,450
Total assets 77,514 87,450
Current liabilities
Trade and other payables (261) (773)
(261) (773)
Net assets 77,253 86,677
Equity attributable to equity holders
Share capital 9 1,000 1,000
Share premium 13 13
Special distributable reserve 88,364 89,815
Capital reserve (12,342) (5,307)
Revenue reserve 218 1,156
Total equity 77,253 86,677
Shareholders' funds
Net asset value per Ordinary Share 7 77.24p 86.66p
The statements were approved by the Directors on 18 December 2024 and are
signed on behalf of the Board by:
Dr John Roberts
Chair
Company registration number: 12693305
Interim Condensed Statement of Changes in Equity
For the six months ended 30 September 2024 (unaudited)
Issued Capital Share Premium Special Distributable Reserve Capital Reserve Revenue Reserve Total
£'000 £'000 £'000 £'000 £'000 £'000
As at 1 April 2024 1,000 13 89,814 (5,305) 1,155 86,677
Distributions to owners
Dividends paid - - (1,450) - (1,300) (2,750)
Sub-total - - (1,450) - (1,300) (2,750)
Total comprehensive loss for the period - - - (7,037) 363 (6,674)
As at 30 September 2024 1,000 13 88,364 (12,342) 218 77,253
For the six months ended 30 September 2023 (unaudited)
Issued Capital Share Premium Special Distributable Reserve Capital Reserve Revenue Reserve Total
£'000 £'000 £'000 £'000 £'000 £'000
As at 1 April 2023 1,000 13 91,037 7,093 306 99,449
Distributions to owners
Dividends paid - - (750) - (2,000) (2,750)
Sub-total - - (750) - (2,000) (2,750)
Total comprehensive income/(loss) for the period - - - (3,800) 2,202 (1,598)
As at 30 September 2023 1,000 13 90,287 3,293 508 95,101
The Company's distributable reserves consist of the Special distributable
reserve, Capital reserve attributable to realised gains and losses and Revenue
reserve.
Interim Condensed Statement of Cash Flows
For the six months ended 30 September 2024
For the six months ended 30 September 2024 (Unaudited) For the six months ended 30 September 2023 (Unaudited)
Note £'000 £'000
Cash flows from operating activities
(Loss)/profit before taxation (6,674) (1,598)
Loss/(gain) arising on the revaluation of investments at the period end 8 6,645 3,679
Cash flows from operations (29) 2,081
Interest income (870) (2,190)
Interest received 128 1,337
Dividend income - (933)
Dividend received - 933
Decrease/(increase) in receivables (24,993) 32
(Decrease)/Increase in payables (513) 306
Net cash flows from operating activities (26,277) 1,566
Cash flows from investing activities
Purchase of financial assets at fair value through profit or loss 8 - (8,499)
Loan Principal repaid 29,477 2,785
Net cash flows (used in) investing activities 29,477 (5,714)
Cash flows from financing activities
Dividends paid (2,750) (2,750)
Net cash flows from financing activities (2,750) (2,750)
Net increase/ (decrease) in cash and cash equivalents 450 (6,898)
Reconciliation of net cash flow to movements in cash and cash equivalents
Cash and cash equivalents at beginning of period 3,713 9,257
Net increase/ (decrease) in cash and cash equivalents 450 (6,898)
Cash and cash equivalents at end of the period 4,163 2,359
Notes to the Interim Financial Statements
For the six months ended 30 September 2024
1. General Information
The Company is incorporated and domiciled in the United Kingdom and
registered in England and Wales under number 12693305 pursuant to the
Act. The address of its registered office is The Scalpel, 18(th) Floor, 52
Lime Street, London, EC3M 7AF. The principal place of business is at 1 King
William Street, London EC4N 7AF.
The Company is listed on the closed-ended investment funds category of the
FCA's Official List and its ordinary shares have been admitted to trading on
the Main Market of the London Stock Exchange since 28 October 2022. Prior to
which, and with effect from IPO, the Company's ordinary shares traded on the
Specialist Fund Segment of the Main Market of the London Stock Exchange.
The financial statements comprise only the results of the Company, as its
investment in TENT Holdings is included at fair value through profit or
loss as detailed in the key accounting policies below.
At the General Meeting on 22 March 2024, the Directors proposed an orderly
wind-down of the Company as the best course of action and Shareholders voted
in favour of this proposal. This proposal received almost unanimous support
from the voting Shareholders. Accordingly, the Company's financial statements
have been prepared on a basis other than that of going concern. Except for as
disclosed in the following paragraphs, no further adjustments have been made
in the Company's financial statements in relation to the Company no longer
being a going concern. As at the date of approval of these Interim Financial
Statements, there are no liquidity concerns.
The Company aims to achieve its Investment Objective by conducting an orderly
realisation of the Group's assets, seeking to balance prompt cash returns to
Shareholders with value maximisation, while maintaining an income return as
long as the Group owns assets generating sufficient income.
During the implementation of the managed wind-down in accordance with the new
investment policy, the Company is not making any new investments. Furthermore,
the Company is actively seeking to dispose of its investments and has enlisted
the corporate finance advisory expertise of PwC to ensure these transactions
are executed proficiently and yield the best possible outcomes for
Shareholders. Considering these events, the Company meets the criteria for
assets held for sale under IFRS 5. This conclusion has been reached based on
the following IFRS 5 criteria:
o The Board is committed to a plan to sell the assets.
o The assets are available for immediate sale.
o An active programme to locate a buyer has been initiated.
o The sale is highly probable within 12 months of classification as held
for sale.
o Actions related to the sale plan indicate a low likelihood of
significant changes or cancellation.
As a result, the investments held at fair value through profit or loss have
been kept as current assets held-for-sale in the financial statements.
2. Basis of Preparation
The interim financial statements included in this report have been prepared in
accordance with IAS 34 Interim Financial Reporting. The interim financial
statements have been prepared under historical cost convention, as modified by
the revaluation of financial assets at fair value through profit or loss.
The interim financial statements have also been prepared as far as relevant
and applicable to the Company in accordance with the Statement of Recommended
Practice: Financial Statements of Investment Trust Companies and Venture
Capital Trusts ("SORP") issued in April 2021 by the Association of Investment
Companies ("AIC").
The interim financial statements are presented in sterling, which is the
Company's functional currency and rounded to the nearest thousand, unless
otherwise stated. The accounting policies, significant judgements, and key
assumptions are consistent with those used in the latest audited financial
statements to 31 March 2024 and should be read in conjunction with the
Company's annual audited financial statements for the year ended 31 March
2024.
For the period, the allocation of revenue and capital in the Profit & Loss
account has been revisited and an adjustment has been reflected in respect of
the investment management fee to reflect an increased allocation to the
capital column. This change was implemented to align with the divestment of
assets during the wind-down of the Company, where a greater proportion of the
fee relates to capital activities. Additionally, other expenses have been
reviewed, and any costs directly associated with the disposal of the Company's
investments has been allocated to the capital column.
The financial information contained in this unaudited Interim Report and
Financial Statements for the six months ended 30 September 2024 and the
comparative information for the year ended 31 March 2024 does not constitute
statutory accounts as defined in sections 435(1) and (2) of the Companies Act
2006. Statutory Accounts for the year ended 31 March 2024 have been delivered
to the Registrar of Companies. The Auditor reported on those accounts. Its
report was unqualified and did not contain a statement s498(2) or (3) of the
Companies Act 2006
Basis of Consolidation
The objective of the Company through its wholly owned subsidiary TENT Holdings
Limited was to invest, via individual corporate entities for equity
investments, or through advancing proceeds to corporate entities for debt
investments, in Energy Transition Assets. TENT Holdings typically issued
equity and borrowed to finance its investments.
The Directors have concluded that in accordance with IFRS 10, the Company
meets the definition of an investment entity having evaluated the criteria
that need to be satisfied. Under IFRS 10, investment entities are required to
hold subsidiaries at fair value through profit or loss rather than consolidate
them on a line-by-line basis, meaning TENT Holdings' cash and working capital
balances are included in the fair value of the investment rather than in the
Company's assets and liabilities. TENT Holdings has one investor which is the
Company. However, in substance, TENT Holdings is investing the funds of the
investors of the Company on its behalf and is effectively performing
investment management services on behalf of many unrelated ultimate
beneficiary investors.
Segmental reporting
The Chief Operating Decision Maker (the "CODM") being the Board of Directors,
is of the opinion that the Company is engaged in a single segment of business,
being investment in Energy Transition Assets.
The Company has no single major customer. The internal financial information
used by the CODM on a quarterly basis to allocate resources, assess
performance and manage the Company presents the business as a single segment
comprising the portfolio of investments in Energy Transition Assets.
Seasonal and cyclical variations
As part of the managed wind-down in accordance with the new investment policy,
the Company is no longer making new investments. Historically, the Company's
operations were not subject to significant seasonal or cyclical variations,
and this remains unchanged during the current reporting period.
3. Investment Income
For the six months ended 30 For the six months ended 30
September 2024 (Unaudited) September 2023 (Unaudited)
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Interest on cash deposits 65 - 65 22 - 22
Interest income from investments 805 - 805 2,168 - 2,168
Dividend income from investments - - - 933 - 933
870 - 870 3,123 - 3,123
4. Taxation
The tax for the period shown in the statement of Comprehensive Income is as
follows.
For the six months ended 30 September 2024 (Unaudited) For the six months ended 30 September 2023 (Unaudited)
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Profit / (Loss) before taxation 363 (7,037) (6,674) 2,202 (3,800) (1,598)
Corporation tax at 25% 91 (1,760) (1,669) 551 (950) (399)
Effect of:
Tax relief for dividends designated as interest distributions - - - (547) - (547)
Expenses not deductible - 43 43 - - -
Dividend income not taxable - - - (233) - (233)
Capital losses not deductible - 1,661 1,661 - 920 920
Surrendering of Tax losses to unconsolidated subsidiaries - - - 229 30 259
Tax losses (utilised)/carried forward (91) 56 (35) - - -
UK Corporation Tax - - - - - -
5. Earnings Per Share
For the six months ended 30 September 2024 (Unaudited) For the six months ended 30 September 2023 (Unaudited)
Revenue Capital Total Revenue Capital Total
Profit / (Loss) attributable to the equity holders of the Company (£'000) 363 (7,037) (6,674) 2,202 (3,800) (1,598)
Weighted average number of Ordinary Shares in issue ('000) 100,014 100,014 100,014 100,014 100,014 100,014
Profit / (Loss) per Ordinary Share - basic and diluted 0.36p (7.04p) (6.68p) 2.20p (3.80p) (1.60p)
There is no difference between the weighted average Ordinary or diluted number
of Shares.
6. Dividends
Interim dividends paid during the Dividend per share Total dividend
period ended 30 September 2024 Pence £'000
With respect to the period ended 1.375 1,375
31 March 2024 - paid 19 July 2024
With respect to the period ended 1.375 1,375
30 June 2024 - paid 20 September 2024
2.750 2,750
Interim dividends paid during the Dividend per share Total dividend
period ended 30 September 2023 Pence £'000
With respect to the quarter ended 1.375 1,375
31 March 2023 - paid 14 July 2023
With respect to the quarter ended 1.375 1,375
30 June 2023 - paid 29 September 2023
2.750 2,750
On 6 September 2024, the Board declared a special dividend of 25 pence per
ordinary share. The dividend was paid on 4 October 2024 to Shareholders on the
register on 20 September 2024. The ex-dividend date was 19 September 2024.
7. Net assets per Ordinary share
The basic total net assets per ordinary share is based on the total net assets
attributable to equity Shareholders as at 30 September 2024 of £77.25 million
(31 March 2024: £86.68 million) and ordinary shares of 100 million in issue
at 30 September 2024 (31 March 2024: 100 million).
There is no dilution effect and therefore no difference between the diluted
net assets per ordinary share and the basic total net assets per ordinary
share.
8. Assets Held-For-Sale
The Company designates its interest in its wholly-owned direct subsidiary as
an investment at fair value through profit or loss. The investment continues
to be classified as assets held-for-sale following the Company entering an
orderly wind-down.
Summary of the Company's valuation is below:
30 September 2024 31 March 2024
(Unaudited) (Audited)
£'000 £'000
Brought forward investment at fair value 83,367 90,060
through profit or loss
Loan advanced to TENT Holdings Limited - 9,229
Capitalised interest - 790
Loan principal repaid (29,477) (4,549)
Movement in fair value of investments (6,645) (12,163)
Closing investment at fair value through 47,245 83,367
profit or loss
Loans advanced to TENT Holdings in the period totalled £nil (year to 31 March
2024: £9.2 million). TENT Holdings repaid £29.5 million (31 March 2024:
£4.5 million) to the Company during the period from loan repayments received
from the CHP Portfolio, BESS Portfolio and Boxed LED Facility, as well as
the Innova development facility (31 March 2024: loan repayments received from
Hydro and CHP portfolios). TENT Holdings also repaid and cancelled its RCF
facility amounting to £25.2 million using these proceeds.
The Company owns five shares in TENT Holdings, representing 100% of issued
share capital, allotted for a consideration of £24.8 million. The fair value
of the Company's investments in TENT Holdings on 30 September 2024 in both
equity and debt is £47.2 million (31 March 2024: £83.4 million).
Capitalised interest represents interest recognised in the income statement
but not paid. This is instead added to the loan balance on which interest for
future periods is computed. The loan from the Company to TENT Holdings, which
enabled TENT Holdings to complete loans to Harvest, Glasshouse and Spark
Steam, carried commensurate terms and repayment profiles. All payments from
the borrower and capitalised interest were in accordance and in line with the
contractual repayments with the respective underlying facility agreements with
Harvest, Glasshouse and Spark Steam as agreed at inception.
Reconciliation of Portfolio Valuation:
30 September 2024 31 March 2024
(Unaudited) (Audited)
£'000 £'000
Portfolio Valuation 46,570 104,777
Intermediate holding company cash 1,042 4,102
Intermediate holding company debt(1) - (25,234)
Intermediate holding company net working capital (367) (278)
Fair Value of Company's investments 47,245 83,367
at end of period
(1) At 30 September 2024 RCF debt was fully repaid (31 March 2024: £25.2
million drawn). The debt balance represents the drawn balance and the
arrangement fee which was capitalised and expensed to profit or loss under
amortised cost.
Fair Value measurements
The Company accounts for its interest in its wholly owned direct subsidiary,
TENT Holdings, as an investment at fair value through profit or loss.
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 Company. Observable data is considered 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 instruments held by the
Group in the SPVs, loan facility receivables and, at 30 September 2024, the
CHP deferred consideration, which are fair valued at each reporting date held.
The investments have been classified within level 3 as the investments are not
traded and contain certain unobservable inputs. The Company's investments in
TENT Holdings are also considered to be level 3 assets.
There have been no transfers between levels during the period.
Given the circumstances of the orderly wind-down and the ongoing disposal
processes in respect of TENT Holdings, the valuation method for the remaining
investments held at 30 September 2024 has been updated to reflect the
anticipated consideration, rather than a Discounted Cashflow Valuation. The
deferred consideration receivable for the CHP Portfolio has been valued on a
discounted cashflow basis to reflect the time value of money.
The CHP deferred considerations is valued at its net present value using a
discount rate of 7.65%.
The shareholder loan and equity investments in TENT Holdings are valued as a
single asset class at fair value in accordance with IFRS 13 Fair Value
Measurement.
9. Share Capital
For the six months ended 30 September 2024 (Unaudited)
Allotted, issued and fully paid: Number of shares Nominal value of shares (£)
Ordinary shares of 1 pence each
Opening balance at 1 April 2024 100,014,079 1,000,141
Ordinary Shares issued - -
Closing balance of Ordinary Shares at 100,014,079 1,000,141
30 September 2024
For the six months ended 30 September 2023 (Unaudited)
Allotted, issued and fully paid: Number of shares Nominal value of shares (£)
Ordinary shares of 1 pence each
Opening balance at 1 April 2023 100,014,079 1,000,141
Ordinary Shares issued - -
Closing balance of Ordinary Shares at 100,014,079 1,000,141
30 September 2023
Shareholders are entitled to all dividends paid by the Company and, on a
winding up, provided the Company has satisfied all its liabilities, the
Shareholders are entitled to all of the residual assets of the Company.
10. Related Party Transactions
Directors' Fees
The amounts incurred in respect of Directors' fees during the period to 30
September 2024 totalled £100,000 (30 September 2023: £100,000). These
amounts have been fully paid at 30 September 2024. The amounts paid to
individual directors during the period were as follows:
For the six months ended 30 September 2024 For the six months ended 30 September 2023
Dr John Roberts (Chair) £37,500 £37,500
Rosemary Boot £22,500 £22,500
Sonia McCorquodale £20,000 £20,000
Dr Anthony White £20,000 £20,000
Directors' Expenses
The expenses claimed by the Directors during the period to 30 September 2024
was £250 (30 September 2023: £256). The amounts paid to individual directors
for the period were as follows:
For the six months ended 30 September 2024 For the six months ended 30 September 2023
Dr John Roberts (Chair) £67 £58
Rosemary Boot £67 £60
Sonia McCorquodale - -
Dr Anthony White £116 £138
Directors' interests
Details of the direct and indirect interest of the Directors and their close
families in the ordinary shares of one pence each in the Company at 30
September 2024 were as follows:
Number of Shares % of Issued share Capital
Dr John Roberts (Chair) 40,000 0.04%
Rosemary Boot 40,000 0.04%
Sonia McCorquodale 10,000 0.01%
Dr Anthony White 40,000 0.04%
The Company and Subsidiaries
During the period, the Company advanced loans amounting to £nil (year to 31
March 2024: £9.2 million) to TENT Holdings Limited. These loans were at an
interest rate of 7% and were used by TENT Holdings to invest in loans to
Innova, BESS Portfolio and Boxed LED Facility. TENT Holdings used loan
repayments from the CHP Portfolio, BESS Portfolio and Boxed LED Facilities and
the Innova development finance facility to fully repay an amount of £25.2
million under the TENT Holdings RCF with Triple Point Leasing Limited (which
was then cancelled) and also to repay £29.5 million to the Company.
During the period interest totalling £0.8 million was earned on the
Company's long-term interest-bearing loan between the Company and its
subsidiary (to 30 September 2023: £2.2million). At the period end, £1
million was outstanding (31 March 2023: £0.7 million).
The loans from the Company to TENT Holdings are unsecured; the underlying
loans from TENT Holdings to the investment portfolio are secured against the
assets of the borrowing companies by a fixed and floating charge.
In the six-month period to 30 September 2023 TENT Holdings paid total
dividends of £0.9 million to the Company, which represented commensurate
dividends received by TENT Holdings from the Hydroelectric portfolio in the
same period. The Company received no dividends from TENT Holdings in the
six-month period to 30 September 2024.
The AIFM and Investment Manager
The Company and Triple Point Investment Management LLP have entered into the
Investment Management Agreement pursuant to which the Investment Manager has
been given responsibility, subject to the overall supervision of the Board,
for active discretionary investment management of the Company's Portfolio in
accordance with the Company's Investment Objective and Policy.
At the Company's General Meeting on 22 March 2024, Shareholders approved
amendments to the Investment Management Agreement on the terms summarised in
Part I of the Circular published to Shareholders on 5 March 2024 and also
included in the Annual Report for the year ended 31 March 2024.
Under the IMA, the Investment Manager is entitled to receive management fees
on the following basis: a fixed retainer fee equal to 0.9% of the average
market capitalisation of the Company during the relevant month, which is
payable in cash and on a monthly basis (the "Retainer Fee"); and a success fee
(the "Success Fee" and together with the Retainer Fee, the "Fee") based on the
value realised across the portfolio of assets (including committed amounts)
("Value Realised"), and calculated using the percentage of the gross sale
value of the Group's investments, less the direct costs specifically
associated with the sale of such investments (for example, fees of
professional and legal advisers), against the carrying value of the
investments at the time of sale based on (i) the most recent third party
reviewed published asset level NAV (in the case of equity investments) or (ii)
drawn amounts, including repayments made since 30 September 2023 (in the case
of debt investments) ("Carrying Value") (the "Percentage Value Achieved").
The Success Fee will be determined on an aggregated basis across the sale of
all of the Group's investments, incentivising the Investment Manager to
continue to work on the tail of the portfolio and achieve the best return for
the Company and its Shareholders. The Success Fee will be payable upon the
completion of the disposal of the Group's final investment unless, before such
disposal, the Investment Management Agreement is terminated as a result of
Shareholders approving either (i) the winding up of the Company; or (ii) the
appointment of a receiver or administrator over any of the assets of the
Company; (each being a "Termination Event"). If the Investment Management
Agreement is so terminated, the Success Fee will be payable at the date of
termination.
The Success Fee will be calculated using the following fee structure:
Percentage Value Achieved Success Fee payable (percentage of Value Realised)
80% - 84.9% of Carrying Value 0.80%
85% - 89.9% of Carrying Value 0.90%
90% and above of Carrying Value 1.00%
There are no performance fees payable to the Investment Manager.
The Investment Management Agreement will automatically terminate on 20 October
2025, if it is not terminated before then in accordance with its terms.
The Investment Manager is the Company's AIFM, and is the entity appointed to
be responsible for risk management and portfolio management. Following the
amendments to the Investment Management Agreement and to the Company's
Investment Objective and Policy, all disposals of assets will be subject to
the Board's approval.
The management fee is calculated and accrues monthly and is invoiced monthly
in arrears. During the six months ended 30 September 2024, management fees of
£297,006 were incurred (30 September 2023: £443,458) of which £43,764 (30
September 2023: £220,308) was payable at the period end.
Investment Manager's Interest in shares of the Company
Details of the interests of the Investment Manager, held by an entity within
the Wider Triple Point Group, in the ordinary shares of one pence each in the
Company as at 30 September 2024 were as follows:
Number of Shares % of Issued share Capital
Perihelion One Limited 1,361,187 1.42%
TP Nominees Limited 58,742 0.06%
Perihelion One Limited and TP Nominees are companies within the Wider Triple
Point Group.
12. Events after the Reporting period
On 4 October 2024 the Company paid a special dividend of 25 pence per ordinary
share.
On 9 October 2024 the Group received a payment of £0.75 million from P3P
being the balance of the first deferred consideration payment due for the CHP
Portfolio loan refinancing.
On 2 December 2024, TENT Holdings transferred the CHP Portfolio promissory
note to the Company, for the fair value of £1.83 million. This transfer was
done in preparation for the disposal of TENT Holdings Limited.
Glossary
The Act Companies Act 2006
AIC Code The AIC Code of Corporate Governance produced by the Association of Investment
Companies
AIFM The alternative investment fund manager of the Company, Triple Point
Investment Management LLP
AIFMD The EU Alternative Investment Fund Managers Directive 2011/61/EU
BESS Battery Energy Storage Systems
BESS Portfolio A portfolio of four Battery Energy Storage Systems assets in the UK
Boxed LED Facility LED receivables financing facility to Boxed Light Services Limited
CHP Combined heat and power
CHP Portfolio Debt investments to Harvest and Glasshouse and Spark Steam
The Company Triple Point Energy Transition plc (company number 12693305)
ESG Environmental, Social and Governance
FCA Financial Conduct Authority
Field Virmati Energy Ltd
FRC Financial Reporting Council
GAV Gross Asset Value
Glasshouse Glasshouse Generation Limited
Group The Company and any subsidiary undertakings from time to time
Harvest Harvest Generation Services Limited
Hydroelectric Portfolio Elementary Energy Limited
Green Highland Allt Ladaidh (1148) Limited
Green Highland Allt Choire A Bhalachain (255) Limited
Green Highland Allt Phocachain (1015) Limited
Green Highland Allt Luaidhe (228) Limited
Achnacarry Hydro Limited
Innova Innova Renewables Limited
Innova Facility £5 million Development Debt Facility to Innova
Investment Manager or TPIM Triple Point Investment Management LLP
IPO The admission by the Company of 100 million Ordinary Shares to trading on the
Specialist Fund Segment of the Main Market, which were the subject of the
Company's initial public offering on 19 October 2020
LED Light-emitting Diode
Listing Rules Financial Conduct Authority Listing Rules
MW Megawatt
MWh Megawatt-hour
NAV The net asset value, as at any date, of the assets of the Company after
deduction of all liabilities determined in accordance with the accounting
policies adopted by the Company from time-to-time
Net Zero A target of completely negating the amount of greenhouse gases produced by
human activity, to be achieved by reducing emissions and implementing methods
of absorbing carbon dioxide from the atmosphere
OCR Ongoing charges ratio
SPV Special Purpose Vehicle in which energy transition assets are held.
RCF The Group's £40 million Revolving Credit Facility, via TENT Holdings, with TP
Leasing Limited, subsequently cancelled on 19 April 2024
RES Renewable Energy Systems
SDG Sustainable Development Goals
SDR Sustainability Disclosure Requirements
SFDR Sustainable Finance Disclosure Regulation
SORP Statement of Recommended Practice
Spark Steam Spark Steam Limited
TCFD Task Force on Climate-related Financial Disclosures.
TENT Holdings The wholly owned subsidiary of the Company: TENT Holdings Limited (company
number 12695849)
Wider Triple Point Group Triple Point LLP (company number OC310549) and any subsidiary undertakings
from time to time
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