Foresight Solar VCT PLC : Half-yearly report

Foresight Solar VCT PLC : Half-yearly report

FORESIGHT SOLAR VCT PLC

Ordinary Shares

  • Net asset value per Ordinary Share in the six months to 31 December 2013 decreased by 4.6p to 111.1p (30 June 2013: 115.7p). Of this decrease 3.0p is attributable to last year's second interim dividend of 3.0p paid in October.  

  • The Board is pleased to announce an interim dividend of 3.0p per Ordinary Share to be paid on 4 April 2014. The dividend will have an ex-date of 19 March 2014 and a record date of 21 March 2014.  

C Shares

  • The Board launched a C Shares fund in February 2013 to take advantage of new solar photovoltaic investment opportunities benefiting from the Renewable Obligation Certificate (ROC) regime (as opposed to the Feed-in-Tariff (FiT) scheme that benefited investments in the Ordinary Shares fund). 

  • As at 31 December 2013, a total of 8,471,012 C Shares had been issued based on an issue price of 100.0p per C Share. At 19 February 2014, the date the Offer closed, a total of 11,375,398 C Shares had been issued based on an issue price of 100.0p per C Share.  

Ordinary Shares FundSix months ended

31 December 2013
Year ended

30 June 2013
Net asset value per share 111.1p 115.7p
Revenue return per share 0.7p 4.8p
Capital (loss)/return per share (1.8)p 17.7p
Total dividends per share 8.0p 5.0p
Total (loss)/return per share (1.1)p 22.5p
Share price per share 109.5p 99.0p

C Shares FundSix months ended

31 December 2013
Year ended

30 June 2013
Net asset value per share 98.3p 99.4p
Revenue loss per share (0.5)p (0.4)p
Capital loss per share (0.5)p (0.3)p
Total dividends per share - -
Total loss per share (1.0)p (0.7)p
Share price per share 100.0p 100.0p

Chairman's Statement

Results

I am pleased to be able to report on a period of robust operational performance from the Company's portfolio of solar investments, despite poor weather conditions.

At 31 December NAV of the Ordinary Shares fund was 111.1p a reduction of 4.6p since 30 June 2013. This reduction comprises 3.0p in respect of the second interim dividend from the last financial year paid in October and a small underlying loss from the business of 1.6p. The main reason for the underlying loss is a valuation dilution that will affect results until the bond refinancing proceeds are satisfactorily invested and become income generating.

A number of UK solar projects in Foresight Group's pipeline are suitable for deploying the proceeds of the bond issued in 2013 and the C share fundraising.

The Italian portfolio is performing technically better than expected and producing more energy than expected despite lower levels of irradiation.

The Spanish portfolio which comprises less than 5% of the funds asset base continues to be the subject of regulatory uncertainty which may have a negative effect on future valuation.

Dividends

At the time of the IPO of Foresight Solar VCT the Board stated its plan to pay dividends of 5.0p per Ordinary Share each year throughout the life of Foresight Solar VCT plc after the first year, payable bi-annually via dividends of 2.5p per Ordinary Share in April and October each year.

As a result of the strong operational performance of the portfolio and the successful bond refinancing, the Board paid an increased second interim dividend of 3.0p per Ordinary Share on 25 October 2013. In addition the Board now plans to adopt a slightly modified medium term dividend policy whereby dividends are progressively increased during the life of the fund assuming no material setback in the Company's overall performance.

The Board is pleased to announce an interim dividend of 3.0p per share representing a 20% increase compared to last year's interim dividend of 2.5p per share. The dividend will be paid on 4 April 2014 will have an ex-dividend date of 19 March 2014 and a record date of 21 March 2014. The Board expects to maintain this progressive dividend policy in the second interim dividend due to be paid in October 2014, which will be announced with the annual report and accounts to 30 June 2014.

Share Issues & New Fund Raising

During the period there were no issues or buybacks of Ordinary Shares. The Ordinary Shares fund is now effectively fully invested, other than in respect of reinvestment of the bond proceeds. The Board therefore launched a C Shares fund in 2013 to take advantage of new solar photovoltaic (PV) investment opportunities benefiting from the Renewable Obligation Certificate (ROC) regime (as opposed to the Feed-in-Tariff (FiT) scheme that benefited investments in the Ordinary Shares fund). The new fund, was launched as a separate C Share class whose assets and liabilities are segregated from those of the Ordinary Shares fund. At 19 February 2014, the date the fund closed, a total of 11,375,398 C Shares had been allotted and issued based on an issue price of 100.0p per C Share. Although the funds will be run separately, many overhead costs can be shared between both funds to the benefit of all classes of shareholder.

C Share Top-up Offer

Following the recent success of the C Share Offer for Subscription, the Board is pleased to announce the launch of a 10% top-up offer for the C Shares.

The limited offer, for 1,137,539 C Shares, opened on 27 February and is expected to close on 8 April 2014.

Valuation Policy

Investments held by the Company have been valued in accordance with the International Private Equity and Venture Capital (IPEVC) valuation guidelines developed by the British Venture Capital Association and other organisations. Through these guidelines, investments are valued as defined at 'fair value'. Ordinarily, unquoted investments will be valued at cost for a limited period following the date of acquisition, being the most suitable approximation of fair value unless there is an impairment or significant accretion in value during the period. The portfolio valuations are prepared by Foresight Group, reviewed and approved by the Board quarterly and subject to audit annually.

Outlook

The Board and Foresight Group, the Investment Manager, are satisfied with the current operational performance of the portfolio and the quality of the returns being achieved. The refinancing of existing UK projects has facilitated the release of funds for further investment in a rapidly growing UK PV sector, which, in due course, should enhance returns of the Ordinary Shares fund. There is a strong pipeline of new projects being considered for investment.

Additionally, as outlined earlier in my statement the Company has been successful in raising sufficient funds to enable the Company to take advantage of further solar investment opportunities.

David Hurst-Brown

Chairman

27 February 2014

Investment Manager's Report

UK Assets

A substantial pipeline of new investment opportunities is being considered both for re-investment of the proceeds of the bond refinancing on behalf of the Company's Ordinary Share class, as well as for investment of the proceeds from the issue of the new C Share class. The bond proceeds are currently held in the companies representing the original investments made into four solar power plants in Kent, Somerset and Wiltshire pending re-investment into new solar plants benefitting from the Renewable Obligation Certificates (ROCs) subsidy mechanism. The four plants are the principal assets of the Ordinary Share class and are all trading successfully benefitting from index linked Feed-in Tariffs (FiTs) over 25 years. Because of the favourable differential between the yield on new ROC based plants and the cost of the bond, investors in Foresight Solar VCT's Ordinary Share class are expected to benefit from higher dividends and greater capital appreciation as a result of this refinancing, increasing the target return above 130p per share in 2016. £7.7 million of the proceeds of the C share class issue have been invested in new VCT qualifying companies pending onward investment predominantly in new ROC based solar power plants.

The UK assets over the second half of 2013 performed broadly in line with expectations, with strong technical performance across the whole portfolio enhancing the good weather seen in the summer months while negating poor weather conditions in the autumn months. Production (kWh) was 3.0% above expectations over the period despite irradiation being 0.9% down on forecasts.

Financial performance for the period fell 5.1% below long term expectations. The negative deviation between the production and financial performance was predominantly caused by meter readings not falling exactly on quarter ends, affecting FiT income timing.

When the timings of readings are negated by looking at annual performance, financial performance (-5.1%) is in line with annual production levels (-4.6%). In this case, lower than expected production levels are strongly linked with lower than expected irradiation levels (-5.8%) and two transformer failures at the Kent site in May, although the majority of this loss was negated by our insurance policy.

European Assets

Although the Foresight Solar VCT Ordinary Share portfolio is predominantly comprised of UK solar assets, the Company also has exposure to several assets in both Italy and Spain accounting in aggregate for 15% of the portfolio value.

In contrast to a strong summer, the Company's Italian assets suffered from poor weather conditions in the final three months of 2013, with a significant drop in revenues directly linked to unusually low irradiance levels (-24%). Despite this, the strong summer meant half year financial performance was 1.5% under expectations.

The Spanish assets owned by the Company have been negatively impacted by changes in legislation, which have effectively placed a cap on the returns that Spanish solar assets can generate. We are currently analysing the impact of the most recent regulatory change confirmed in February 2014. The Ordinary Share class' exposure to the Company's only Spanish asset is 4%. The C Share class has no exposure to Spanish assets. The financial impact of these regulatory changes are currently being analysed and a provision of 25% continues to be in place against the cost of the Spanish assets held by Foresight Solar VCT plc.

Increasing Capital Value and Dividends

The overall scale generated from re-investing the bond proceeds and the C Share class proceeds is expected to enhance investor returns for both share classes, particularly in optimising ultimate sale proceeds. Once fully operational, the new solar ROC plants are expected to deliver a net 5.0p annual dividend to investors. Combined with the annual residual equity distributions from the four existing UK solar assets, this is resulting in progressive, growing dividends for Ordinary Share class investors.

Each 100.0p invested in new solar ROC plants is expected to generate a total return of 120.0p. By adding this to the estimated residual net present value of the four UK solar assets, the bond refinancing and reinvestment strategy is expected to improve total returns for Ordinary Share investors. The Ordinary Share class benefitted from the more generous FiT subsidy mechanism available at the time of investment hence the original target of 130p.

Outlook

Utility scale ground based UK solar PV installations are currently growing rapidly based on ROC subsidy support. It is estimated that around 1.5 gigawatts of installed capacity will be connected to the national grid network in the 12 month period to 31 March 2014 which represents an investment of approximately £2 billion. The market is expected to continue at similar volumes over the medium term based on the confirmed ROC subsidy mechanism. This supports the Company's strategy of aggregating a solar portfolio of scale which can be optimised through refinancing and/ or a sale.

Jamie Richards

Head of Infrastructure

Foresight Group

27 February 2014

Unaudited Half-Yearly Financial Report and Responsibility Statements

Principal Risks and Uncertainties

The principal risks faced by the Company can be divided into various areas as follows:

  • Performance  

  • Regulatory  

  • Operational; and  

  • Financial  

The Board reported on the principal risks and uncertainties faced by the Company in the Annual Report and Accounts for the year ended 30 June 2013. A detailed explanation can be on found on page 11 of the Annual Report and Accounts which is available at www.foresightgroup.eu or by writing to Foresight Group at ECA Court, 24-26 South Park, Sevenoaks, Kent, TN13 1DU.

In the view of the Board, there have been no changes to the fundamental nature of these risks since the previous report and these principal risks and uncertainties are equally applicable to the remaining six months of the financial year as they were to the six months under review.

Directors' Responsibility Statement:

The Disclosure and Transparency Rules ('DTR') of the UK Listing Authority require the Directors to confirm their responsibilities in relation to the preparation and publication of the Unaudited Half-Yearly Financial Report for the six months ended 31 December 2013.

The Directors confirm to the best of their knowledge that:

(a) the summarised set of financial statements has been prepared in accordance with the pronouncement on interim reporting issued by the Accounting Standards Board;

(b) the Unaudited Half-Yearly Financial Report for the six months ended 31 December 2013 includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months of the year and a description of principal risks and uncertainties that the Company faces for the remaining six months of the year);

(c) the summarised set of financial statements give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company as required by DTR 4.2.4R; and

(d) the interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties' transactions and changes therein).

Going Concern

The Company's business activities, together with the factors likely to affect its future development, performance and position are set out in the Business Review on page 10 of the 30 June 2013 Annual Report and Accounts. The financial position of the Company, its cash flows, liquidity position and borrowing facilities are described in the Chairman's Statement, Business Review and Notes to the Accounts of the 30 June 2013 Annual Report and Accounts. In addition, the Annual Report and Accounts includes the Company's objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and hedging activities; and its exposures to credit risk and liquidity risk.

The Company has considerable financial resources together with investments and income generated therefrom, which benefit from Feed-in-Tariffs guaranteed by the UK Government. As a consequence, the Directors believe that the Company is well placed to manage its business risks successfully despite the current uncertain economic outlook.

Cash flow projections have been reviewed and show that the Company has sufficient funds to meet both its contracted expenditure and its discretionary cash outflows in the form of the share buy-back programme and dividend policy. The Company has no external loan finance in place and therefore is not exposed to any gearing covenants.

The Directors have reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

The Half-Yearly Financial Report for the six months ended 31 December 2013 has not been audited or reviewed by the auditors.

On behalf of the Board

David Hurst-Brown

Chairman

27 February 2014

Unaudited Non-Statutory Analysis between the Ordinary Shares and C Shares Funds

Income Statements

for the six months ended 31 December 2013

Ordinary Shares FundC Shares Fund
RevenueCapitalTotalRevenueCapitalTotal
£'000£'000£'000£'000£'000£'000
Investment holding losses - (541) (541) - - -
Income 595 - 595 13 - 13
Investment management fees (83) (249) (332) (15) (44) (59)
Gains on the value of derivatives - 24 24 - - -
Other expenses (149) - (149) (42) - (42)
Return/(loss) on ordinary activities before taxation 363 (766) (403) (44) (44) (88)
Taxation (76) 56 (20) 10 10 20
Return/(loss) on ordinary activities after taxation 287 (710) (423) (34) (34) (68)
Return/(loss) per share 0.7p (1.8)p (1.1)p (0.5)p (0.5)p (1.0)p

Balance Sheets

at 31 December 2013

Ordinary Shares FundC Shares Fund
£'000£'000
Fixed Assets
Investments held at fair value through profit or loss 41,894 7,700
Current assets
Debtors 902 173
Money market securities and other deposits 8 -
Cash 4 551
914 724
Creditors
Amounts falling due within one year (189) (94)
Net current assets 725 630
Net assets42,6198,330
Capital and reserves
Called-up share capital 384 85
Share premium account - 8,346
Capital redemption reserve 1 -
Profit and loss account 42,234 (101)
Equity shareholders' funds42,6198,330
Number of shares in issue 38,366,252 8,471,012
Net asset value per share111.1p98.3p

At 31 December 2013 there was an inter-share debtor/creditor of £159,000 which has been eliminated on aggregation.

Unaudited Non-Statutory Analysis between the Ordinary Shares and C Shares Funds

Reconciliations of Movements in Shareholders' Funds

for the six months ended 31 December 2013

Called-up share capitalShare premium accountCapital redemption reserveProfit and loss accountTotal
£'000£'000£'000£'000£'000
Ordinary Shares fund
As at 1 July 2013 384 - 1 43,987 44,372
Expenses in relation to share issues - - - (179) (179)
Dividends - - - (1,151) (1,151)
Loss for the period - - - (423) (423)
As at 31 December 2013384-142,23442,619
Called-up share capitalShare premium accountCapital redemption reserveProfit and loss accountTotal
£'000£'000£'000£'000£'000
C Shares fund
As at 1 July 2013 57 5,673 - (33) 5,697
Share issues in the period 28 2,831 - - 2,859
Expenses in relation to share issues - (158) - - (158)
Loss for the period - - - (68) (68)
As at 31 December 2013858,346-(101)8,330

Unaudited Income Statement

for the six months ended 31 December 2013

Six months ended Six months ended Year ended
31 December 2013

(unaudited)
31 December 2012

(unaudited)
30 June 2013

(audited)
RevenueCapitalTotal Revenue Capital Total Revenue Capital Total
£'000£'000£'000 £'000 £'000 £'000 £'000 £'000 £'000
Investment holding (losses)/gains -(541)(541) - 1,567 1,567 - 7,432 7,432
Realised losses on investments --- - - - - (28) (28)
Income 608-608 1,442 - 1,442 2,461 - 2,461
Investment management fees (98)(293)(391) (69) (206) (275) (158) (475) (633)
Gains/(losses) on the value of derivatives -2424 - (142) (142) - (305) (305)
Other expenses (191)-(191) (143) - (143) (329) - (329)
Return/(loss) on ordinary activities before taxation319(810)(491) 1,230 1,219 2,449 1,974 6,624 8,598
Taxation (66)66- - - - (160) 160 -
Return/(loss) on ordinary activities after taxation253(744)(491) 1,230 1,219 2,449 1,814 6,784 8,598
Return/(loss) per share:
Ordinary Share 0.7p(1.8)p(1.1)p 3.2p 3.2p 6.4p 4.8p 17.7p 22.5p
C Share (0.5)p(0.5)p(1.0)p N/A N/A N/A (0.4)p (0.3)p (0.7)p

The total column of this statement is the profit and loss account of the Company and the revenue and capital columns represent supplementary information.

All revenue and capital items in the above Income Statement are derived from continuing operations. No operations were acquired or discontinued in the year.

The Company has no recognised gains or losses other than those shown above, therefore no separate statement of total recognised gains and losses has been presented.

Unaudited Balance Sheet

at 31 December 2013

Registered Number: 07289280

As at As at As at
31 December 2013 31 December 2012 30 June 2013
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Fixed assets
Investments held at fair value through profit or loss 49,594 37,674 43,838
Current assets
Debtors 916 891 614
Money market securities and other deposits 8 18 8
Cash 555 814 5,895
1,479 1,723 6,517
Creditors
Amounts falling due within one year (124) (64) (286)
Net current assets1,355 1,659 6,231
Net assets50,949 39,333 50,069
Capital and reserves
Called-up share capital 469 384 441
Share premium account 8,346 - 5,673
Capital redemption reserve 1 1 1
Profit and loss account 42,133 38,948 43,954
Equity shareholders' funds50,949 39,333 50,069
Net asset value per share:
Ordinary Share 111.1p 102.5p 115.7p
C Share 98.3p N/A 99.4p

Unaudited Reconciliation of Movements in Shareholders' Funds

for the six months ended 31 December 2013

CompanyCalled-up share capitalShare premium accountCapital redemption reserveProfit and loss accountTotal
£'000£'000£'000£'000£'000
As at 1 July 2013 441 5,673 1 43,954 50,069
Share issues in the period 28 2,831 - - 2,859
Expenses in relation to share issues - (158) - (179) (337)
Dividends - - - (1,151) (1,151)
Loss for the period - - - (491) (491)
As at 31 December 2013 4698,346142,13350,949

Unaudited Cash Flow Statement

for the six months ended 31 December 2013

Six months

 ended
Six months

 ended
Year ended
31 December 2013 31 December 2012 30 June

2013
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Cash flow from operating activities
Investment income received 241 1,642 2,753
Deposit and similar interest received 4 - -
Investment management fees paid (453) (404) (702)
Secretarial fees paid (99) (80) (134)
Other cash payments (88) (117) (202)
Net cash (outflow)/inflow from operating activities and returns on investment(395) 1,041 1,715
Returns on investment and servicing of finance
Purchase of investments (7,700) (7) (333)
Net proceeds on sale of investments 1,403 411 410
Net capital (outflow)/inflow from financial investment(6,297) 404 77
Equity dividends paid(1,151) (959) (1,918)
Financing
Proceeds of fund raising 2,809 - 6,050
Expenses of fund raising (306) (48) (415)
2,503 (48) 5,635
(Decrease)/increase in cash(5,340) 438 5,509
Reconciliation of net cash flow to movement in net funds
(Decrease)/increase in cash for the period (5,340) 438 5,509
Net cash at start of the period 5,903 394 394
Net cash at end of the period 563 832 5,903

Analysis of changes in net cash
1 July 2013 Cash flow 31 December 2013
£'000 £'000 £'000
Cash and cash equivalents 5,903 (5,340) 563

Notes to the Unaudited Half-Yearly Financial Report

for the six months ended 31 December 2013

  1. The Unaudited Half-Yearly results have been prepared on the basis of accounting policies set out in the statutory accounts of the Company for the year ended 30 June 2013. Unquoted investments have been valued in accordance with IPEVC guidelines. Quoted investments are stated at bid prices in accordance with UK Generally Accepted Accounting Practice.  

  2. These are not statutory accounts in accordance with S436 of the Companies Act 2006 and the financial information for the six months ended 31 December 2013 and 31 December 2012 has been neither audited nor reviewed. Statutory accounts in respect of the year to 30 June 2013 have been audited and reported on by the Company's auditor and delivered to the Registrar of Companies and included the report of the auditor which was unqualified and did not contain a statement under S498(2) or S498(3) of the Companies Act 2006. No statutory accounts in respect of any period after 30 June 2013 have been reported on by the Company's auditor or delivered to the Registrar of Companies.  

  3. Copies of the Unaudited Half-Yearly Financial Report for the six months ended 31 December 2013 have been sent to shareholders and  

are available for inspection at the Registered Office of the Company at ECA Court, 24-26 South Park, Sevenoaks, Kent, TN13 1DU.

Copies of the Unaudited Half-yearly Financial Report for the six months ended 31 December 2013 are also available electronically at www.foresightgroup.eu.

  1. Net asset value per share  

The net asset value per share is based on net assets at the end of the period and the number of shares in issue at that date.

Ordinary Shares FundC Shares Fund
Net assets

£'000
Number of Shares

in Issue
Net assets

£'000
Number of Shares

in Issue
31 December 2013 42,619 38,366,252 8,330 8,471,012
31 December 2012 39,333 38,366,252 N/A N/A
30 June 2013 44,372 38,366,252 5,697 5,731,693
  1. Return per share  

The weighted average number of shares for the Ordinary Shares and C Shares funds used to calculate the respective returns are shown in the table below:

Ordinary Shares Fund

Number of Shares
C Shares Fund

Number of Shares
Six months ended 31 December 2013 38,366,252 6,828,787
Six months ended 31 December 2012 38,366,252 N/A
Year ended 30 June 2013 38,366,252 5,079,631
  1. Income 

Six months ended Six months ended Year ended
31 December 2013 31 December 2012 30 June 2013
(unaudited)

£'000
(unaudited)

£'000
(audited)

£'000
Bank interest 4 - -
Loan stock interest 604 735 1,368
Dividends received - 707 1,093
608 1,442 2,461
  1. Investments held at fair value through profit or loss 

CompanyUnquoted

& Total
£'000
Book cost as at 1 July 2013 34,110
Investment holding gains 9,728
Valuation at 1 July 2013 43,838
Movements in the period:
Purchases at cost 7,700
Disposal proceeds (1,403)
Investment holding losses (541)
Valuation at 31 December 201349,594
Book cost at 31 December 2013 40,407
Investment holding gains 9,187
Valuation at 31 December 201349,594

Ordinary SharesUnquoted

& Total
£'000
Book cost as at 1 July 2013 34,110
Investment holding gains 9,728
Valuation at 1 July 2013 43,838
Movements in the period:
Disposal proceeds (1,403)
Investment holding losses (541)
Valuation at 31 December 201341,894
Book cost at 31 December 2013 32,707
Investment holding gains 9,187
Valuation at 31 December 201341,894

C SharesUnquoted

& Total
£'000
Book cost and value as at 1 July 2013 -
Movements in the period:
Purchases at cost 7,700
Book cost and value as at 31 December 20137,700
  1. Transactions with the manager  

Details of arrangements of the Company with Foresight Group are given in the Annual Report and Accounts for the year ended 30 June 2013, in the Directors' Report and Note 3.

Foresight Group, which acts as investment manager to the Company in respect of its venture capital investments earned fees of £391,000 in the six months ended 31 December 2013.

Foresight Group also provides administration services to the Company via Foresight Fund Managers Limited, and received fees of £84,000 during the six months ended 31 December 2013. The annual administration and accounting fee (which is payable together with any applicable VAT) is 0.3% of the net funds raised by the offer (subject to a minimum index-linked fee of £60,000 for each of the Ordinary and C Share funds).

At the balance sheet date there was £39,000 due to Foresight Group.

Foresight Group are responsible for external costs such as legal and accounting fees, incurred on transactions that do not proceed to completion ('abort expenses'). In line with industry practice, Foresight Group retain the right to charge arrangement and syndication fees and Directors' or monitoring fees ('deal fees') to companies in which the Company invests. Foresight Group did not receive any fees of this nature in the six months ended 31 December 2013.

Foresight Group is also a party to the performance incentive agreement described in Note 13 of the Annual Report and Accounts for the year ended 30 June 2013.

 END




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The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Foresight Solar VCT PLC via Globenewswire

HUG#1765255
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