FULL YEAR RESULTS TO 30 SEPTEMBER 2022
14 December 2022
Foresight Sustainable Forestry Company Plc
Full Year Results from incorporation to 30 September 2022
Foresight Sustainable Forestry Company Plc ("FSF" or "the Company"), an investment company that invests in UK forestry and afforestation assets, is pleased to announce the publication of its inaugural audited Full Year Results (the "Annual Results") for the period from FSF's incorporation on 31 August 2021 to 30 September 2022.
Performance highlights
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NAV per Share over the period increased to 105.0 pence, a total NAV return of 5.0%, driven primarily by the upwards revaluation of FSF's afforestation sites, as a result of rising land prices, granting of planting permission, and completion of planting. |
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As at 30 September 2022, the Company portfolio consisted of 27 afforestation properties, 22 forestry properties and one mixed allocation property. |
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Since incorporation, FSF has raised £175 million of gross proceeds and increased the Company's Net Asset Value to £180.6 million. |
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The Company's acquired portfolio comprised 9,618 hectares of land, of which 41% (by value) are afforestation properties. |
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The planting of approximately 514,000 trees was completed during the period. |
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26,000 tonnes of timber were harvested during the period |
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The Company's Forestry Skills Training Programme was launched in Wales, with four local candidates selected to undertake the programme |
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On 5 December 2022, the Company announced that it had become the first company to officially receive the London Stock Exchange's Voluntary Carbon Market ("VCM") designation |
Key metrics
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As at 30 September 2022 |
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Net Asset Value ("NAV") |
£180.6 million |
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NAV per Share |
105.0 pence |
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Total NAV return |
5.0% |
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Profit/(loss) for the period |
£8.8 million |
Results presentatio n
The Company will host a virtual SparkLive presentation at 9:00 a.m. (UK time) on Mondday, 19 December 2022. To register your interest in attending the presentation, please register at:
Commenting on the Company's results, Richard Davidson, Chair of Foresight Sustainable Forestry Company Plc, said:
"Foresight Sustainable Forestry has had a very successful first 15 months and these are a strong set of inaugural annual results. We have successfully delivered on our IPO objectives, are steadily growing the afforestation part of our portfolio, and have a large and exciting pipeline of further UK afforestation opportunities. We have now planted well over half a million trees, and we were proud to report the completion of the first Foresight Sustainable Forestry Skills Training Programme, an initiative we intend to repeat annually.
"More recently, becoming the first ever company to be awarded the LSE's Voluntary Carbon Market designation is a potentially game-changing development for FSF, connecting us with many investors and companies focused on mitigating their impact on the climate by looking to invest in projects creating high integrity voluntary carbon credits. Foresight Sustainable Forestry is looking forward to 2023 with considerable confidence."
For further information, please contact:
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Foresight Sustainable Forestry Company Plc |
+44 20 3667 8100 |
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Robert Guest |
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Richard Kelly |
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fsfc@foresightgroup.eu |
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Jefferies International Limited |
+44 20 7029 8000 |
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Neil Winward |
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Will Soutar |
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Harry Randall |
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Citigate Dewe Rogerson |
+44 7768 981763 |
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Toby Moore (toby.moore@citigatedewerogerson.com) |
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Michael Mpofu (michael.mpofu@citigatedewerogerson.com) |
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About the Company
Foresight Sustainable Forestry Company Plc ("the Company") is an externally managed investment company investing in a diversified portfolio of UK forestry and afforestation assets. Targeting a net total return of more than CPI +5%, the Company provides investors with the opportunity for real returns and capital appreciation driven by the prevailing global imbalance between supply and demand for timber; the inflation-protection qualities of UK land freeholds; and biological tree growth of 3% to 4% not correlated to financial markets. It also offers outstanding sustainability and ESG attributes and access to carbon units related to carbon sequestration from new afforestation planting. The Company targets value creation as the afforestation projects successfully achieve development milestones in the process of converting open ground into established commercial forest and woodland areas. The Company is seeking to make a direct contribution in the fight against climate change through forestry and afforestation carbon sequestration initiatives and to preserve and proactively enhance natural capital and biodiversity across its portfolio. It is managed by Foresight Group LLP. https://fsfc.foresightgroup.eu/
This announcement does not constitute, and may not be construed as, an offer to sell or an invitation to purchase investments of any description, or the provision of investment advice by any party. No information set out in this announcement is intended to form the basis of any contract of sale, investment decision or any decision to purchase securities in the Company.
This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "will", "targeting" or "should" or, in each case, their negative or other variations or comparable terminology. All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Company's financial position, strategy, plans, proposed acquisitions and objectives, are forward-looking statements.
About Us
Foresight Sustainable Forestry Company Plc ("FSF",the "Fund" or the "Company") is the first and only UK listed investment trust focused on UK forestry, afforestation and natural capital.
The Company raised £130 million at IPO on 24 November 2021. Following a further £45 million equity raise in June 2022 the Company has now raised a total of 175 million1.
The Company has 172,056,075 Ordinary Shares in issue, all of which are listed on the Premium Segment of the Official List and traded on the London Stock Exchange ("LSE") Main Market. FSF is managed by Foresight Group LLP (the "Investment Manager" or "Foresight").
[The first fund to be accredited with the Voluntary Carbon Market designation]
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Before costs of IPO and June 2022 equity raise of £2.4 million and £0.8 million respectively. |
OUR PURPOSE
Investing into the commercial aspects of UK forestry with the added benefits of access to voluntary carbon credits, fighting climate change and preventing biodiversity loss.
INVESTMENT OBJECTIVES
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Real returns and capital appreciation |
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Value creation through afforestation |
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Sustainable timber supply |
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Combat climate change and biodiversity loss |
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Access to voluntary carbon credits |
Highlights
AS AT 30 SEPTEMBER 2022
Key Performance Indicators ("KPIs")
£180.6m
NET ASSET VALUE ("NAV")
5.0%
TOTAL NAV RETURN SINCE IPO
105.0p
NAV PER SHARE
9,618 hectares
IN THE PORTFOLIO
c.26,000 tonnes
TIMBER IN 2022 HARVESTING PROGRAMME
3,917 hectares
TOTAL LAND IN AFFORESTATION DEVELOPMENT
c.514,000
TREES PLANTED IN 2022
£0.6m
VALUE ASCRIBED TO PROGRESS TOWARDS CREATION OF CARBON CREDITS
Investment case
The Company is targeting sustainable impact through investment in sustainably managed commercial forestry and afforestation assets.
The Company creates natural capital alpha through its proprietary sustainable forestry management practices. The impact combines sustainable financial returns with natural capital services output, including carbon sequestration, biodiversity enhancements and local socio-ecological benefits. This is the focus of the Company, supported by its business model (read more below). With this approach, the Company is making a direct contribution to mitigating climate change and UK biodiversity loss, which are at the core of the Company's values.
Fight against climate change and biodiversity loss
The Company will make a direct contribution to the twin fights of climate change and biodiversity loss
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27 afforestation schemes covering 3,917 hectares |
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c.514,000 trees planted |
Strong pipeline
Identification of and access to a proprietary pipeline of directly originated on and off-market forestry opportunities
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c.860,000 hectares |
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4,500 specific properties |
Portfolio diversification
UK forestry has negative correlations to traditional and alternative assets (including UK power prices) underpinned by biological tree growth which occurs regardless of economic cycle
First UK-listed Investment Trust focused on natural capital
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9,618 hectares managed |
Attractive asset class
UK commercial forestry has historically outperformed the Consumer Price Index ("CPI") on a long - term basis. Until now, it has had high barriers to entry
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Outperformed and uncorrelated to equities and bonds since inception |
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17.5% FSF share price out performance of FTSE All Share since IPO |
Inflation protection
UK commercial forestry has strong inflation - beating characteristics for both expected and unexpected inflation
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Target return delivered once substantially invested |
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CPI+5% |
Statistics as at 30 September 2022
GEOGRAPHIC FOOTPRINT
A diversified portfolio of UK forestry and afforestation assets
27 Mountmill Burn
Located in the Scottish Borders, the 119 - hectare property is an afforestation asset. In July 2022, the planting of approximately 260,000 trees was completed.
40 Chatto Craigs
Located near Galashiels in the Scottish Borders, the 98 - hectare property is an afforestation asset. Acquired in July 2022, the property contains a mix of existing forest and woodland and land well suited for the establishment of a productive woodland creation scheme. The property is well located in relation to sawmills and timber processors and expands the Company's growing Scottish Borders portfolio.
41 Pilanton Wood
Located in Dumfries & Galloway, Scotland, the 79 - hectare property is an afforestation asset. Acquired in July 2022, the property has a small proportion of existing forestry, including native broadleaves, and a high proportion of the land area is expected to be suitable for inclusion in a woodland creation scheme. The acquisition extends the Company's presence in the region.
53 properties1
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1 Aberarder |
Forestry |
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2 Whiteburn |
Forestry |
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3 Shorthope |
Forestry |
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4 Coull |
Forestry |
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5 W&C |
Forestry |
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Central Scotland Portfolio |
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6 East Browncastle |
Forestry |
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7 Berrieswalls |
Forestry |
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8 Barkip |
Forestry |
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9 Over Auchentiber |
Forestry |
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10 Crofthead |
Forestry |
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11 Camps Woodlands |
Forestry |
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12 Derry Lodge |
Forestry |
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13 South Dairy |
Forestry |
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14 Bronnant |
Forestry |
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15 Waun Maenllyd |
Forestry |
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Donside Forestry Collection |
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16 Bogforlea |
Forestry |
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17 Harthills |
Forestry |
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18 Kirkwood |
Forestry |
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19 Tom Na Wan |
Forestry |
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20 Craigwell Wood |
Forestry |
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21 Auchensoul |
Afforestation |
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22 Frongoch |
Afforestation |
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23 Brynglas |
Afforestation |
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24 Esgair Hir |
Afforestation |
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25 Banc Farm |
Afforestation |
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26 Upper Barr |
Afforestation |
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27 Mountmill Burn |
Afforestation |
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28 Nor Hill |
Afforestation |
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29 Pistyll South |
Afforestation |
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30 Maescastell |
Afforestation |
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31 Cwmban Fawr Farm |
Afforestation |
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32 Fordie Estate |
Mixed |
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33 Drumelzie |
Forestry |
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34 Lambs Craig |
Afforestation |
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35 Glass Rigg |
Forestry |
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36 Rory Hill |
Afforestation |
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37 Red Craig & Glen Burn |
Afforestation |
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38 Burn of Bellyhack |
Afforestation |
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39 Dove Hill |
Afforestation |
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40 Chatto Craigs |
Afforestation |
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41 Pilanton Wood |
Afforestation |
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42 Coed Doethie |
Afforestation |
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43 Droveroad Wood |
Afforestation |
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44 Ness Bogie |
Afforestation |
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45 Reams Hill |
Afforestation |
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46 Brown Hill |
Afforestation |
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47 Knock Fell |
Afforestation |
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48 Windylaws |
Afforestation |
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49 Liddel Water |
Afforestation |
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50 Cheterknowes Wood |
Afforestation |
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Acquisitions post-period end |
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51 Bogbain Wood2 |
Forestry |
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52 Glendyne Wood3 |
Afforestation |
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53 Burnside4 |
Afforestation |
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Including three properties acquired post-period end. |
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On 12 October 2022, the acquisition of a stocked UK forestry project, Bogbain Wood, was completed. |
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On 17 October 2022, the acquisition of an afforestation project, Glendyne Wood, was completed. |
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On 31 October 2022, the acquisition of an afforestation project, Burnside, was completed. |
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Chair's statement
As Shareholders have recognised, FSF offers a unique proposition amongst UK listed vehicles.
Richard Davidson
Chair
On behalf of the Board, I am pleased to present the first Annual Report of Foresight Sustainable Forestry Company Plc for the period to 30 September 2022, a period which covers our IPO, follow-on fundraising and multiple forest and land acquisitions.
As Shareholders have recognised, FSF offers a unique proposition amongst UK listed vehicles - an investment into the commercial aspects of UK forestry with the added benefits of fighting climate change and biodiversity loss through new forestry planting. This combination of attributes has helped our share price move to and retain a premium to NAV despite the challenging stock market conditions of 2022.
The first period of trading has been busy on many fronts. Here are the highlights:
Capital raising
Following the £130 million equity raise which culminated in the Company's successful IPO on 24 November 2021, a subsequent issue raised £45 million at a price of 107.0 pence per Share on 24 June 20221. In market conditions which have been and remain challenging for the whole sector, the Board and I are delighted with our fundraising achieved to date and have ambitions to raise more equity when market conditions allow and existing capital is substantially deployed. After an initial dip to below 90 pence in post-IPO trading, our share price followed a steady upwards trend to May 2022 and at its peak reached 116 pence. Pleasingly, despite discounts widening across the investment trust sector, FSF shares traded at a premium to NAV from 14 April 2022 to period-end.
In August 2022, the Company finalised the arrangement of a Revolving Credit Facility ("RCF"). At the time of writing, no funds have been drawn under the RCF and therefore FSF currently has no direct exposure to rising interest rates. Whilst the RCF provides FSF with access to flexible capital to grow the portfolio, a prudent and opportunistic approach will be taken to its use.
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Before costs of IPO and June 2022 equity raise of £2.44 million and £0.76 million respectively. |
Acquisitions
FSF soon established itself in the UK forestry market through acquisitions from the seed asset portfolio. The two seed asset transactions occurred through the purchase of Blackmead Forestry Limited ("BFL") and Blackmead Forestry II Limited ("BFL II") from Foresight Inheritance Tax Fund. Concluding in March 2022, the transactions added 36 properties to the portfolio and utilised 87% of IPO proceeds.
The additional 14 properties acquired were mainly transacted through the Investment Manager's successful direct origination campaign. This is an off-market and proprietary process covering the sourcing and negotiation of properties that meet our afforestation criteria. This approach has proved highly valuable to the Company and we continue to seek afforestation opportunities using this method.
At 30 September 2022, the total portfolio covered 9,618 hectares across 50 properties. The Investment Manager continues to source an attractive pipeline of investments for the Company.
One of our IPO objectives was to invest between 40-50% of the portfolio by value in afforestation (new forestry planting) properties. Afforestation assets by value now stand at 40% of the portfolio, a 1,175 hectare increase from 31 March 2022. In addition to the climate and biodiversity benefits of new forestry planting, afforestation investments can also boost NAV as woodland creation schemes reach key development milestones.
Forest operations
Having the correct tree species mix and forest designs is a core part of our investment strategy. We believe it allows the Company to successfully deliver a blend of cash flows. Throughout the period, approximately 514,000 trees have been planted across two properties. An estimated 6.4 million trees are currently planned to be planted over 2023 and 2024 at 28 properties; which is expected to create additional value for Shareholders through land appreciation and creation of voluntary carbon credits.
Due to their nature, commercial timber assets allow the owner to make an informed decision about when to harvest. Timber is not a perishable asset that has to be cut in any one season and can be left to grow in periods of price or demand weakness.
Over the course of 2022, we have seen a softening of timber prices due to additional supply caused by extreme weather events, such as Storm Arwen, and sawmill destocking driven by economic caution. As a result, we have delayed harvesting plans at a number of properties to ensure we maximise value by bringing the Company's timber to market when prices are more favourable in the future. Despite these partial delays, FSF harvested approximately 26,000 tonnes of sustainable timber in the period and, over the next five years, we expect to have in the region of 213,000 tonnes of fully FSC and PEFC certified timber available for harvest.
Key financials
In the period to 30 September 2022, the NAV per Ordinary Share increased to 105.0 pence (31 March 2022: 104.2 pence). Over the period since IPO, our NAV total return has been 5.0%. The key driver of this gain was a 16.9% upwards revaluation of our afforestation sites, driven by rising prices for land suitable for afforestation development, securing of grants and planting permissions, and the completion of planting. Valuations for established forest properties have remained relatively muted during the period, reflecting relative softness in the timber market. The second half of the period has seen substantial investment into the afforestation assets as well as getting new debt and equity capital in place, and the related costs of that. We are very encouraged that the two afforestation properties that were planted during the period achieved a 42% valuation increase (contributing strongly to the overall uplift for afforestation assets) before any consideration of the value of voluntary carbon units.
With up to 25 further assets in the afforestation development pipeline due to reach the planted milestone in the next two financial years, we expect to see the hard work and capital investment continue to deliver development returns going forward. Recognition of the value of voluntary carbon credits in the Company's NAV is also an exciting development.
Sustainability and Environmental, Social and Governance
In the sustainability and ESG section of this report you will find the environmental and natural capital highlights that the Company has achieved. We create natural capital alpha through our proprietary sustainable forestry management practices. We balance UK timber production, carbon sequestration, biodiversity and positive social impacts, amongst other considerations, for each of our afforestation sites. As well as commercial trees, this will include the planting of significant hectarage of native broadleaf trees and reinstating wetlands and reducing grazing levels on large areas of open ground, which increases positive carbon impacts and creates additional biodiverse ecosystems.
Particular achievements during the reporting period include 28,873 tCO2e of arboreal carbon sequestration achieved and material progress with the data collection for establishing the ecology and biodiversity baseline of the portfolio.
The launch of FSF's Forestry Skills Training Programme in Wales has been a particularly notable development. All four candidates on the pilot scheme graduated from the course and we look forward to the scale-up and roll-out of the training programme as part of a UK-wide expansion plan to add valuable skills in the rural communities where we operate.
Awards
Recently we were delighted to be awarded the Most Innovative Sustainable Fund Launch at the Investment Week Sustainable Investment Awards. This was followed by the award of Infrastructure Finance Initiative of the Year at the National Sustainability Awards. These awards recognise the mix of our commercial model with sustainability goals, which lies at the heart of our investment approach.
Market outlook
Shareholders will know only too well the backdrop of the last year, featuring rising interest rates, falling stock markets, global political instability, an energy crisis and currency volatility. Despite these significant headwinds, UK forest property prices have exhibited their historic low correlation to other assets and have held up well. This resilience may not always be the case, particularly if other assets were to continue to deflate in the face of rising interest rates. However, we would highlight the following potential factors that may serve to offset this risk:
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The UK imports 80% of its timber and therefore a weak GBP makes domestic timber more competitive |
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Sanctions on Russian and Belarussian timber will have an additional benefit for UK growers |
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Historically there has been limited debt involved in UK forestry purchases due to its inheritance tax protected status and it not being a mainstream asset class for banks, meaning less risk of a debt - driven unwind of holdings |
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Sustainable timber remains a product in a long-term demand uptrend in the UK and globally |
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Government support for new forestry planting across the UK remains significant in both policy and grant terms |
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New planting trends are largely unaffected by market volatility |
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The global decarbonisation agenda continues to accelerate; corporate net zero pledges are becoming increasingly common practice with many looking to achieve this feat between 2030 and 2050 |
FSF is well placed to benefit from a future increase in timber and voluntary carbon credit prices and remains focused on a significant amount of new forestry planting. We will continue to deploy our capital advantageously.
Voluntary Carbon Market designation
On 5 December 2022, the Company announced that it had become the first company to officially receive the LSE's Voluntary Carbon Market ("VCM") designation. I would like to take this opportunity to reflect on what is a material post-period announcement, and that we believe is a milestone for capital markets and the Company.
The VCM was launched by the LSE on 10 October 2022 and has been created to facilitate financing at scale into projects that mitigate climate change. The VCM designation will be applied to funds or operating companies that are admitted to
the LSE's Main Market or AIM and which are intent on investing into climate change mitigation projects that are expected to yield voluntary carbon credits.
Annual General Meeting
We look forward to meeting Shareholders at the Company's Annual General Meeting ("AGM") on 23 February 2023 at 1:00pm. Details of how Shareholders may participate are set out in the Notice of Annual General Meeting published in this report.
Summary
I would like to thank the Fund Managers, advisers, Shareholders and other members of the Board for contributing to what has been a very busy and successful period. We are proud of what we have achieved so far and very much look forward to continuing the growth of the Company.
Richard Davidson
Chair
14 December 2022
Investment Manager's Report
Executive Review
We are proud to have delivered our business plan and financial performance targets for the Company in the reported period.
Robert Guest
Managing Director, Foresight Group Co-Lead, Foresight Sustainable Forestry Company
Richard Kelly
Managing Director, Foresight Group Co-Lead, Foresight Sustainable Forestry Company
Executive summary
In its first period, FSF, the London Stock Exchange's first listed natural capital investment company, delivered a particularly positive performance during a year of such significant political and financial market volatility. During the period, the Company demonstrated the success of its business model. This was clearly shown by valuation uplifts, increase of NAV per share and a total NAV return since IPO of 5.0%.
In aggregate, the Company's NAV increased by £50.6 million between IPO on 24 November 2021 and 30 September 2022.
This was predominantly due to FSF's successful £45 million equity raise in June 2022 but also aided by a £11.5 million (up to 9.1%) valuation gain of fixed assets in the period.
The NAV per share increase in the period to 30 September 2022 has been impacted by transaction costs from the high volume of afforestation acquisitions, the commencement of development activities on multiple afforestation properties, and costs related to securing new equity and debt capital. The benefits of investing in development projects and increasing the Company's available capital base for deployment are becoming apparent in the very strong valuation uplifts delivered by the first two afforestation assets where planting has been completed.
Successful afforestation development and the securing of the related voluntary carbon credits is a core part of the Company's business model and the value recognition received on the first two afforestation properties validates this strategy.
Overall, we are proud to have delivered on our business plan and financial performance targets for the Company in our first year. Alongside this, the measurable sustainability and ESG impacts of FSF are increasing whilst the regulatory risk management frameworks and end markets for voluntary carbon units, nature positive units and other methods for quantified provision of natural capital services are rapidly emerging and taking shape.
We are excited to keep progressing our afforestation development programme and project pipeline and to deliver continued "natural capital alpha" (the combination of outperforming sustainable financial returns with sustainable timber production, carbon sequestration, biodiversity and positive social impacts, through sustainable forestry management practices) for our Shareholders
in the Company's financial year.
Looking to the next year, we are particularly excited to continue to increase the Company's exposure to afforestation via new acquisitions and to commence and complete tree planting activities on the pipeline of afforestation schemes within the existing portfolio that are currently in development.
Portfolio
Acquisitions
The pace of deployment has been strong throughout the period. Since inception, FSF has deployed £133.3 million into a portfolio of 50 forestry and afforestation properties across the UK. In the first six months since FSF's IPO, the investment focus was on negotiating and completing the acquisition of seed assets portfolio to ensure IPO proceeds were rapidly deployed to minimise the impact of cash drag.
Looking forward to the next year, the Investment Manager will be looking to further enhance FSF's exposure to afforestation assets and maintaining investment discipline as we continue to search for high quality assets to add to the portfolio.
Foresight sources deals and acquisition opportunities via selling agents, on-market bids, bilateral deals and direct origination for both established forestry and afforestation assets. Approximately 4,500 specific properties, extending over c.860,000 hectares, have been identified as highly suitable for afforestation and are specifically targeted with our direct origination system. The Company has full priority rights over any acquisition opportunities sourced from the direct origination system and other Foresight forestry opportunities that are within the Company's mandate in accordance with the Prospectus.
In the next year, we expect to increasingly deploy capital into attractive forestry properties as we approach FSF's maximum 50% afforestation allocation. Whilst forestry properties generally offer lower returns than afforestation, they play an important cash generation role within the Fund. Given how resilient FSF's share price has been during recent market volatility, we expect to come back to equity markets, conditions and pipeline allowing, in 2023 to expand FSF's capital base.
Portfolio by area
Scotland - 82%
England - 6%
Wales - 12%
Afforestation - 45%
Established forestry - 55%
Portfolio by value
Scotland - 82%
England - 7%
Wales - 11%
Afforestation - 40%
Established forestry - 56%
Non-forestry assets - 4%
In the build-up to that we will remain focused on securing an attractive and well - developed pipeline that the proceeds can be deployed into.
Portfolio
The primary acquisition strategy in the latter part of the period was to increase FSF's allocation to afforestation opportunities. In our IPO objectives, we stated that afforestation properties would make up (by value) between 40-50% of the portfolio. We were delighted to report in August 2022 that FSF had achieved this objective.
As at 30 September 2022, the Company's portfolio comprised 50 assets covering a total area of 9,618 hectares. An overview of the portfolio is provided above and the split of hectares by country and by afforestation/forestry is illustrated below.
The portfolio's allocation continues to be weighted towards Scotland (82% of FSF's portfolio by land area), which is the most forested of the UK countries and the closest to achieving its annual tree planting targets. Deployment into Scottish properties is also aided by the larger property parcel sizes. We expect deployment in 2023 to be weighted towards Scottish properties.
Wales (12% of FSF's portfolio by land area) is the second largest country allocation within FSF's portfolio and government targets for afforestation in Wales are significant.
However, properties and parcel sizes tend to be smaller than in Scotland, particularly for afforestation properties, which limits opportunities to deploy at scale. We are also seeking opportunities in Northern England to slightly increase the allocation, but we note that this is a relatively more challenging regulatory environment with England yet to fulfil its annual planting targets. We expect 2023 deployment into England to remain a relatively low proportion of total deployment, versus both Scotland and Wales.
Following the release of the Interim Report, the Investment Manager has carried out a detailed review of allocation to non-forestry assets. The information below now includes non - forestry assets as a reporting metric in the portfolio allocation calculation, as is illustrated on below. In future, the allocation to afforestation, forestry and non-forestry assets will be reported, monitored and measured on this basis.
Portfolio valuation
As at 30 September 2022, the forestry portfolio held through SPVs as described below, was valued at £144.8 million. Since IPO, the portfolio delivered a valuation gain of 11.5 million in the period.
Afforestation properties delivered gains of £7.5 million. The largest percentage valuation increases were from two planted afforestation properties, Mountmill Burn and Banc Farm.
Using Mountmill Burn as an example of what occurs when development milestones are reached, the property was originally valued at £1.4 million at acquisition. At that time, Mountmill Burn was an afforestation scheme still in development and unplanted. A year later, Mountmill Burn has been fully planted and the saplings are establishing well. Mountmill Burn was valued in September 2022, as part of FSF's portfolio valuation, at £2.5 million, an increase of approximately £1.1 million equivalent to a 74% increase on a year earlier. In addition, Mountmill Burn has seen a further £340k of value ascribed to progress towards creation of 19,466 carbon credits to the property's valuation, taking total returns delivered on Mountmill Burn to £1.4 million, an increase of 97%.
Both planted properties demonstrate the capital appreciation potential of afforestation sites once development milestones are met. The Company has a further 25 afforestation properties as part of a series of development activities which is estimated to see the creation of approximately 800,000 voluntary carbon credits. This estimate takes into consideration the verifier's 20% buffer to ensure that the number of units offset or traded is conservative versus the estimated carbon actually sequestered.
Afforestation properties remain the engine room of performance and the Company is looking to increase the portfolio allocation to this asset type in the coming year. Successful afforestation development and the securing of the related voluntary carbon credits is a core part of the Company's business model and the value recognition received on the first two afforestation projects validates this strategy.
Standing forestry properties delivered gains of £1.2 million from acquisition to 30 September 2022. Valuations for established forest properties have remained relatively stable.
Mixed forestry and afforestation properties, a category dominated by the Fordie Estate, delivered a 18.4% increase from acquisition to 30 September 2022, a £2.2 million uplift. The Fordie Estate development, which includes an afforestation scheme of material scale, continues to progress well.
Debt financing
As mentioned by the Chair, the Company completed the arrangement of a £30 million RCF and an uncommitted accordion facility of up to an additional £30 million on favourable margins. The RCF gives FSF a committed source of flexible funding outside equity raisings.
Once drawn, the facility is expected to be paid down periodically using the proceeds of subsequent equity issues.
This enables FSF to make new investments with certainty of funding and on a timely basis, reducing cash drag associated with holding cash balances.
Pleasingly, the interest margin chargeable on the RCF is linked to the Company's sustainability and ESG ("S & ESG") performance, with FSF incurring a premium or discount to its margin based on its performance against defined targets. These S & ESG targets are:
|
· |
A year-on-year increase in the total number of hectares of land acquired for carbon sequestering activities (including afforestation, peatland restoration and voluntary carbon credit acquisition) |
|
· |
A year-on-year increase in the total number of people completing FSF's Forestry Skills Training Programme |
Performance against these targets will be measured annually, with the interest cost of the RCF being amended accordingly in the following year. The lender is Virgin Money and the interest margin can vary between 200 bps and 220 bps over SONIA (Sterling Overnight Index Average), depending on performance against the Company's S & ESG targets.
Since arranging the facility, no drawdowns of the RCF have been made and the potential utilisation of the facility will be carefully considered by the Investment Manager in the context of rising interest rates and market conditions. However, having the RCF available gives the Company significant manoeuvrability for strategic purchases and enhances growth prospects for the future. Looking forward, we hope to deploy the proceeds of the RCF opportunistically into favourably priced properties.
Operations
Established forestry
Of the Company's established forestry, 3,495 hectares is stocked and 48% is dedicated to native broadleaves, rare and endangered trees and open ground.
Planting
Excitingly, during FSF's first year, planting completion was reached on two afforestation projects (Banc Farm and Mountmill Burn), which has seen approximately 514,000 trees planted and establishing well.
The Company has also been developing its other 26 properties where afforestation activity is possible. Sixteen sites have formally completed planting designs and are now busy gaining permits, grants and admission to the Woodland Carbon Code ("WCC") register. The ten other afforestation properties are expected to complete planting designs in the first half of FY23.
The total portfolio will see the development of 3,917 hectares and 6.4 million trees are expected to be planted throughout 2023 and 2024. Current development plans see 52% of the total area dedicated to commercial conifers, alongside 16% of land area with native broadleaves, rare and endangered trees, alongside 32% dedicated to open ground.
Afforestation asset development progress
Twenty-seven afforestation properties and one mixed afforestation and forestry property were being developed at the year - end date. The status of each property at the year end was as follows:
|
Property name |
Forest design completed |
Permits and grants secured, admitted to WCC register |
Planting completed |
Final WCC validation completed |
Trees fully established |
|
Banc Farm |
Completed |
Completed |
Completed |
- |
- |
|
Mountmill Burn |
Completed |
Completed |
Completed |
- |
- |
|
Upper Barr |
Completed |
- |
- |
- |
- |
|
Auchensoul |
Completed |
- |
- |
- |
- |
|
Cwmban Fawr Farm |
Completed |
- |
- |
- |
- |
|
Frongoch |
Completed |
- |
- |
- |
- |
|
Brynglas |
Completed |
- |
- |
- |
- |
|
Esgair Hir |
Completed |
- |
- |
- |
- |
|
Pistyll South |
Completed |
- |
- |
- |
- |
|
Ellenber Farm |
Completed |
- |
- |
- |
- |
|
Fordie |
Completed |
- |
- |
- |
- |
|
Rory Hill |
Completed |
- |
- |
- |
- |
|
Lamb Craigs |
Completed |
- |
- |
- |
- |
|
Maescastell |
Completed |
- |
- |
- |
- |
|
Red Craig & Glen Burn |
Completed |
- |
- |
- |
- |
|
Burn of Bellyhack |
Completed |
- |
- |
- |
- |
|
Dove Hill |
- |
- |
- |
- |
- |
|
Chatto Craigs |
- |
- |
- |
- |
- |
|
Pilanton Wood |
- |
- |
- |
- |
- |
|
Coed Doethie |
- |
- |
- |
- |
- |
|
Droveroad Wood |
- |
- |
- |
- |
- |
|
Ness Bogie |
- |
- |
- |
- |
- |
|
Reams Hill |
- |
- |
- |
- |
- |
|
Brown Hill |
- |
- |
- |
- |
- |
|
Knock Fell |
- |
- |
- |
- |
- |
|
Windylaws |
- |
- |
- |
- |
- |
|
Liddel Water |
- |
- |
- |
- |
- |
|
Chesterknowes Wood |
- |
- |
- |
- |
- |
Harvesting
The Investment Manager took the opportunity during the period to commence harvesting at two forests at good pricing levels. Two other forests have proceeded as planned this winter to clear up wind blow from Storm Arwen. In total, this is expected to yield c.26,000 tonnes of timber harvesting. There will also be a thinning operation carried out at two sites in order to comply with Statutory Plant Health Notices ("SPHNs"); this is expected to yield a further c.4,000 tonnes of timber. Both SPHNs that have been issued are in relation to infected Larch. Larch trees are known to be more susceptible to the Phythopthora Ramorum disease that is currently prevalent, and, provided the SPHN felling is carried out, this poses no further risk to the wider forests. The timber from the Larch trees harvested can still be sold in the usual way to sawmills, so there is no loss in revenue associated with the process.
However, timber pricing was generally weaker during the year. As a result of an increase of timber supply following the end of COVID-19 restrictions and related timber demand surge, and higher - than - normal timber supply inflows following Storm Arwen in November 2021, planned harvesting at ten FSF properties of harvestable age was postponed. In total, c.100,000 tonnes of timber within the portfolio have reached maturity and is in a five - to - ten - year optimum harvesting window.
The Company has set aside sufficient working capital and forecast future capital expenditure to provide the Company with flexibility to adjust and postpone the timing of commencing harvesting on these sites.
The Company also enjoys significant income from woodland creation grants, which offset a large portion of the capital expenditure invested into planting afforestation sites.
The Company is well capitalised and pursues a total return, rather than a dividend yield strategy, providing it with the ability to be flexible with its harvesting programme, when supply and/or demand variances indicate that it is beneficial to do so. The timber will remain "on the stump" and continue to enjoy biological growth until harvesting is deemed beneficial to the Company's NAV. A harvesting programme for 2023 that ensures maximum value is captured for any of the Company's mature timber is being reviewed. All relevant felling permits have been secured and FSF is able to mobilise at short notice when market conditions improve.
Health and safety ("H&S")
H&S is a priority for the Company. No near misses or RIDDORs (Reporting of Injuries, Diseases and Dangerous Occurrences Regulations) have been reported since the Company's establishment.
The Company continues to invest in enhancing its H&S reporting processes. At the time of writing, Quadriga, an H&S specialist adviser, have been re - engaged to carry out an H&S audit on a second forest manager, following their review of the first manager in the first half of the financial year.
Following the advice of the first Quadriga report carried out during the period, the H&S reporting process has been expanded. There is a flow of H&S information from the forest managers to the Company Directors on a monthly basis. This allows any H&S incidents to be discussed and appropriately responded to. This information then flows through to the Company Board on a quarterly basis as part of the Board report.
One initiative implemented by FSF during period is introducing the requirement for all operatives to carry a lone working device when working in the forest; thus ensuring they are always able to contact someone in the event of an emergency. Foresight Asset Management continue to look at ways to ensure FSF remain ahead of the industry in relation to H&S and will continue to work with E.J. Downs Forestry and the forest managers in order to do so. E.J. Downs Forestry have significant experience in the forestry management space and advise FSF on silvicultural decisions.
FSC and PEFC accreditation
The Company aims to achieve both the Forest Stewardship Council ("FSC") and Programme for the Endorsement of Forest Certification ("PEFC") accreditation for each property within 12 months of acquisition. As at 30 September 2022, the Company had received dual accreditation for 30 properties.
OPERATIONAL CASE STUDY
Coull Woodlands
Aberdeenshire, Scotland
Coull Woodlands ("Coull") is a 370-hectare, dual FSC and PEFC certified commercial forestry project in Aberdeenshire, Scotland. It is a highly productive commercial forestry asset, with a diverse age profile due to the harvesting that has been carried out on several coupes of the first rotation. Coull was purchased by FSF as part of the initial seed asset transaction in March 2022.
Since acquisition, E.J. Downs Forestry worked closely with the underlying forest manager, RTS, and the Foresight Asset Management team to develop a plan to remove weeds and replant these compartments, continuing to use Sitka Spruce as the main restock crop. These reparative works have been carried out to a high standard and a minimal beat up1 was required of these new crops, once again demonstrating the highly fertile nature of the woodland.
The Long-Term Forest Plan ("LTFP") outlines plans to continue restructuring the forest, removing the mature crops and restocking these areas with Spruce. The mature pine is well - thinned and of a generally good quality for Scots Pine.
Near-term plans are for the removal of approximately 4,500 tonnes of timber in a single harvesting coupe, crystallising some of the value of these compartments. As has previously been done at Coull, these areas will be restocked with Sitka Spruce as the main species alongside a mix of Norway Spruce and Scots Pine to diversify the compartments.
In addition to the commercial areas of Coull, there is also 34.5 hectares of mixed broadleaves and open ground. Under the LTFP, this ground will be maintained in line with silvicultural best practice, maximising the value add to the site from an ecological and amenity perspective in line with the Investment Manager's sustainable investment strategy.
In general, Coull offers excellent commercial and community value providing high-quality timber into the UK timber market in the immediate term and re-stocking the harvested areas with high-yielding Spruce and Pine crops with the goal of longer-term yields. Through these restructuring works FSF believes that the financial, community and environmental value of Coull will flourish.
|
1. |
The process of counting and replanting trees that have died shortly after planting. |
|
Investment overview |
|
|
Property location |
Aberdeenshire, Scotland |
|
Asset type |
Forestry |
|
Project size |
370 hectares |
|
Acquisition date |
March 2022 |
Our Markets
Voluntary Carbon Market
The Investment Manager has been working in close collaboration with the London Stock Exchange ("LSE") in relation to their new Voluntary Carbon Market ("VCM") designation. This allows market participants to easily identify listed investment companies that are contributing positively to the establishment and scale-up of voluntary carbon markets. FSF qualifies under all of the criteria and is the first VCM designated company on the LSE. As part of this, FSF intends to give investors the choice to receive cash dividends from the net proceeds of the sale of voluntary carbon credits, or to elect to receive in-specie voluntary carbon credit dividends. If credits are received in - specie they can be directly utilised by the recipient for its own net zero offsetting or onward carbon trading strategy. The designation enables investors to:
|
· |
Secure a supply of voluntary carbon credits for net zero commitments or trading purposes |
|
· |
Hedge against the risk of rapidly rising voluntary carbon credit prices |
|
· |
Generate an attractive risk adjusted return from otherwise uninvested balance sheet cash, with flexibility to adjust carbon credit yield requirements in a daily traded manner |
On the demand side, according to Trove Research, at the end of calendar Q3 2022 a total of 3,729 companies globally had put Science Based Target initiatives ("SBTi") in place, or had committed to one. Positively, this represented a 142% increase from the commitment levels in Q3 2021.
On the supply side, over the same period, the number of new voluntary carbon credits issued each quarter has fallen for four consecutive quarters, declining at a rate of 16% CAGR since Q4 2021. It is unclear what has driven this decline. In the same period, the retirement of units decreased by 14% CAGR but regained 9% from Q2 to Q3 2022. The market surplus rose by 2% to a new peak of 667 Mt in Q3 2022. Foresight expects to see a reducing surplus lifetime trend in 2023 as supply increasingly tightens.
As part of the process for ascribing carbon unit value to the Banc Farm and Mountmill Burn afforestation properties, the Investment Manager and the Company's auditor have reviewed evidence of completed transactions for purchases of UK voluntary carbon units, with the price of pending issuance units ("PIUs") sold ranging between £14 and £35 per credit. Within the calendar year, there is an upward pricing trajectory in prices paid. It is worth noting that the value of individual carbon credits is influenced by the location of the project (with those close to populated areas attracting a premium price), the status of the carbon credit (with woodland carbon units ("WCUs") that are capable of retirement for offsetting purposes trading at a significant premium over PIUs that have yet to mature to become WCUs) and the project's specific co-benefits beyond just carbon sequestration (with projects that have strong nature positive co-benefits, such as biodiversity, trading at premiums). The outlook for voluntary carbon markets remains strong. Foresight is encouraged by the level of new SBTi net zero pledges made by companies in the period. Whilst voluntary carbon prices are down from their January peak, the annual pricing trend remains positive. Foresight believes that we are likely to see sustained price volatility, an increasingly tight supply and increasing prices for nature-based voluntary carbon credits over the coming years. This view is supported by research published by Boston Consulting Group which forecasts that there will be an insufficient inventory of voluntary carbon credits to meet forecast demand by 2028.
Immediately following the end of the reporting period (1 October 2022) the WCC released a new financial additionality test methodology which affects a number of FSF's assets. The principle of additionality looks to test that a positive carbon sequestration/mitigation activity, development or intervention would not have occurred in the absence of the incentive created by carbon credit revenues. In other words, if the activity, development or intervention would likely happen anyway with or without carbon credit revenues then a project is not defined as an additional contributor to net zero goals.
Banc Farm and Mountmill Burn fall under the old regime and for new pipeline assets the known adjustments are being incorporated into the prices offered. However, 19 of FSF's afforestation assets are affected and Foresight is currently evaluating the impact, which is most likely to manifest itself in a reduction in grants taken and/or allocation to commercial forestry within scheme designs in order to achieve financial additionality.
Foresight is also working closely with industry body Confor and other market participants to provide constructive feedback to the WCC regarding various aspects of the methodology. The consultation is ongoing, with the WCC already having acknowledged some of the points made and adjusting the methodology accordingly, which has a positive impact for the Company and the wider afforestation market. Further updates will be provided once conclusions have been reached and further analysis has been carried out by Foresight regarding impacts.
Timber uses
Timber outputs are broken down into three categories depending on the top diameter:
|
· |
Sawlog, with a top diameter of 18cm and above, is the primary timber product and fetches the highest price. This timber can be used for construction and is often used for fencing posts and other home improvements |
|
· |
Small Roundwood, with a top diameter between 6-14cm, is sometimes referred to as fencing wood. This is largely used in fencing panels and pallet construction. It is processed at a separate mill to sawlog, that is specifically designed to process the smaller pieces of timber |
|
· |
Chipwood, with a minimum top diameter of 6cm, is essentially too small or not straight enough to be processed in a saw or fencing mill. This product is chipped, rather than sawn, and used in pulp mills to make paper products or biomass plants, generating power and heat |
UK timber market
After a period of unprecedented demand and high timber pricing due to COVID-19 during 2020 and 2021, the combination of Storm Arwen and the cost-of - living crisis have left UK sawmills with excess stock during 2022 and UK sawlog and medium - sized roundwood prices have fallen accordingly through the year.
Storm Arwen is estimated to have brought forward early supply of 1 million cubic metres of wind-blown timber. However, in a country that imports c.80% per annum, market practitioners are generally of the view that the impact will likely have been fully absorbed by the market by early 2023.
Trees that were wind - blown before reaching prime age for harvesting will only result in a tighter UK timber supply in future years.
Foresight understands that the high inventory levels held as a result of COVID-19 by the sawmills are re - balancing as many UK forest owners, like FSF, have chosen to leave value 'on the stump', by postponing harvesting and looking forward to how 2023 order books shape up.
As the financial implications of the COVID-19 pandemic, the outbreak of war in Ukraine and the recent political and financial actions taken by the Bank of England and the UK Government take effect, most forecasters are anticipating a slowing of growth in the UK economy and a period of shallow recession over the next year.
It is likely that such an economic environment will result in decreased demand for UK sustainable timber. The construction products industry currently continues to forecast growth in overall demand during 2022 and 2023 in anticipation that large warehouse and major infrastructure construction projects will go ahead but with downgrades to the previous estimates, driven by an expected slowdown in the private housing and repair, maintenance and improvement ("RM&I") markets. The UK S&P Global Construction Purchasing Managers Index ("PMI") has declined approximately 17% from just prior to the Russian invasion of Ukraine (February 2022) to August 2022.
However, a weak GBP makes imported timber relatively less attractive versus home-grown UK timber and the government may choose to boost its 'build back better' efforts to offset recessionary pressures, which may partially offset reduced demand elsewhere.
The Investment Manager remains of the view that the embedded UK timber supply deficit and the qualities of timber as a sustainable material for construction and other uses provides a significant opportunity if the harvesting strategy for the Company's timber is pursued in the correct manner.
European and global timber market
Inflationary and economic pressures in Europe are not anticipated to increase demand either, with the latest available construction confidence indicators reporting decreases.
In China, new government rules limiting gearing levels for housing development have caused serious debt servicing issues for major property developers and unwanted knock - on effects further down the supply chain. Property makes up a large part of the Chinese economy and the debt restructuring required is dramatic. This has had a substantial negative effect on house prices and construction in China, although the underlying demand for new housing still prevails and it seems likely that the government will take action to stabilise the situation and continue to incentivise infrastructure projects as part of that.
On the supply side there are forces moving in the opposite direction, mainly stemming from Russia's war in Ukraine, to create shortages of and competition for material.
Russian, Belarusian and Ukrainian timber is all now considered as conflict timber by the FSC and PEFC. With timber from those geographies representing a significant amount of global and European timber demand, this creates an intense supply shortage of certified timber globally.
It is understood that volumes of both certified and uncertified harvested timber have increased elsewhere to make up for some of the shortfall. For instance, Finland is expected to boost harvesting volumes by 3% for each of the next two years, turning Finland's forests into a net carbon emitter. Another example is Estonia, which has announced a relaxation of its logging restrictions on state - owned land, accounting for roughly half of the country's forests. As a result, harvesting is expected to increase. Further, satellite imagery of Ukraine illustrates extensive forest fire damage caused by the conflict, further reducing European supplies. This sort of drastic action demonstrates the intensity of the current shortages.
War in Ukraine impacts on UK timber market
In the near term, it is forecast that imports of Russian timber to the UK will have fallen to near zero. Wood pellets, plywood and sawn softwood imports will be the most impacted. According to Forest Research, in 2017, imported Russian wood pellets accounted for 4% of total UK imported wood pellets, Russian plywood accounted for 8% of total UK imported plywood and Russian sawn softwood accounted for 7% of total UK sawn softwood imports. We have now started to observe the tightening supply of timber translate through to imported timber prices, with the TDUK Structural Timber Imported Price Index increasing by c.9% from immediately prior to the Russian invasion to April 2022.
The European energy crisis is also having an impact. With Russia materially reducing gas supplies and Europe keen to quickly become less reliant on Russian energy, parts of Europe have warned of the risk of rolling blackouts and energy rationing this winter. Europe is already the largest consumer of wood pellets, used for bioenergy generation, globally.
Although there is not always uniform consensus regarding the detailed rules and regulations relating to bioenergy generation, the current status in Europe is that wood chips and wood pellets are considered a renewable energy resource. With the combined effects of lower certified timber supply and very high natural gas prices, the value of chipwood, small roundwood and medium roundwood is already experiencing upward pricing pressures in the UK and Foresight believes this is likely to be sustained for at least the rest of 2022 and the first half of 2023. Further, over the medium and longer term, the accelerated harvesting of timber elsewhere is likely to reduce overall supplies, and increase the relative value of standing timber.
Strong relationships with offtakers
Through the Investment Manager, the Board and its network of advisers, FSF has existing relationships with the major timber and wood processors in the UK. At two sites within the FSF portfolio during the period, harvesting agreements have been put in place.
The Company sells timber in both standing (offtaker arranges all harvesting and haulage) and delivered (FSF harvests and delivers to mill) formats. The Company sells timber via both tender sales and bilateral sales processes, depending on site - specifics and market conditions. The sales arrangements made during the period are a demonstration of strong relationships between FSF and its customers, who rely on it for supply of UK softwood timber.
Timber market conclusion
With the overall weaker UK and global economic outlook, Foresight's view is that UK timber demand will reduce in the short term. However, with the effects of Storm Arwen now largely absorbed by the market, mill inventories re - balancing, weak GBP making imports less attractive in relative terms and material supply - side issues as a result of the conflict in Ukraine, the Investment Manager will continue to explore opportunities to achieve good value for the Company's timber stock in 2023. Given the fundamental structural supply shortages for timber in the UK and globally, Foresight remains of the view that the medium and long - term prospects for UK forest owners are strong.
Sustainability and ESG
The UK, and the world more broadly, are in the midst of both a climate and a biodiversity crisis.
Meanwhile, the UK's high reliance on timber imports, with current import levels constituting c.80% of total national demand, is a limiting factor in its ability to adopt more sustainable building and manufacturing practices. Through an integrated approach to sustainable forest management, FSF is uniquely placed to meaningfully address all three areas of concern.
A focus on enhancing commercial productivity increases the portfolio's capacity for direct sequestration of CO2, while a purposeful approach to nurturing both natural habitat and species diversity helps build resilience against ever - changing and unpredictable environmental conditions.
Both are seen as key drivers of portfolio value as the notions of self - reliance and nature recovery become ever - more prevalent.
The FSF unaudited Interim Report for 2022 clearly outlined the Fund's sustainability and ESG objectives. These act as the guiding principles for everything the Fund hopes to achieve in terms of its contribution to both the national and international sustainability agenda.
Alongside regulated reporting requirements, these objectives provide the focus for the sustainability and ESG data presented within this report. A standalone Sustainability and ESG Report, due to be released in 2023, will provide added detail and case studies of how these objectives are being achieved.
Sustainability and ESG ("S & ESG") objectives
|
· |
To deliver and increase the supply of home-grown UK timber to reduce the country's reliance on imports. |
|
· |
To do so in a way that combines sustainable financial returns with carbon sequestration, biodiversity gain and other positive environmental and social impacts. |
|
· |
To be a sustainability leader in the UK forestry industry whilst delivering both traditional commercial timber products and innovative natural capital services. |
Sustainable Development Goals ("SDG") impact reporting
Demonstrating FSF's commitment to sustainability is the Company's ability to report against the UN Sustainable Development Goals ("SDGs"). The SDGs, which were adopted by all United Nations member states in 2015, comprise the most urgent economic, social and environmental issues to be addressed for peace and prosperity for people and the planet.
To be achieved by 2030, they recognise that ending poverty must go hand-in-hand with strategies that build economic growth and address a range of social needs including education, health, social protection and job opportunities, while tackling climate change and environmental protection. The following table represents the Company's contribution to the SDGs:
Timber
|
Goal |
SDG Target |
Contribution |
|
12 Responsible consumption and production |
12.2 Achieve the sustainable management and efficient use of natural resources. |
Number of tonnes of sustainably grown, standing timber. |
|
|
|
Percentage of commercial forestry projects that are dual FSC and PEFC certified within 12 months of acquisition. |
|
· |
866,349 tonnes of standing commercial timber |
|
· |
100% existing forestry dual FSC and PEFC certified |
Environmental impact
|
Goal |
SDG Target |
Contribution |
|
3 Good health and well-being |
3.9 Substantially reduce the number of deaths and illnesses from hazardous chemicals and air, water and soil pollution and contamination. |
Number of tonnes of pollutants1 removed from the atmosphere, including: NOx (Nitrous Oxide), SOx (Sulphur Dioxide), PM10 (μm10 Particulate Matter), PM2.5 (μm2.5 Particulate Matter), Ground-level Ozone, NH3 (Ammonia) |
Pollutant removals
|
· |
293,770 kg of pollutants removed from the atmosphere |
|
· |
217,390 kg of Ground-level Ozone |
|
· |
35,253 kg of PM10 (µm10 Particulate Matter) |
|
· |
11,751 kg of NH3 (Ammonia) |
|
· |
5,875 kg of SOx (Sulphur Dioxide) |
|
· |
17,626 kg of PM2.5 (µm2.5 Particulate Matter) |
|
· |
2,938 kg of NOx (Nitrous Oxide) |
|
Goal |
SDG Target |
Contribution |
|
6 Clean water and sanitation |
6.6 Protect and restore water - related ecosystems, including mountains, forests, wetlands, rivers, aquifers and lakes. |
Number of kilometres of sustainably managed watercourses |
Sustainably managed watercourses
|
· |
2852 kilometres of sustainably managed watercourses |
|
1. |
Office for National Statistics, Woodland natural capital accounts, UK 2020. |
|
2. |
Includes all permanent water courses and larger drains whether wholly inside the property boundaries or located on the property boundary with a shared responsibility for watercourse management. |
|
Goal |
SDG Target |
Contribution |
|
13 Climate action |
13.3 Strengthen resilience and adaptive capacity to climate - related hazards and natural disasters in all countries. |
Total annual portfolio sequestration (tCO2e/annum)
Average annual sequestration per stocked ha (tCO2e/stocked ha)
Average annual sequestration per gross ha |
Carbon removals3
|
· |
28,873 tCO2e annual arboreal sequestration achieved over the reporting period within the portfolio |
|
· |
8 tCO2e / stocked commercial ha average annual arboreal sequestration on a per stocked ha basis (commercial + non - commercial) |
|
· |
3 tCO2e / ha average annual arboreal sequestration per gross hectare/ha |
|
3. |
Based on estimates of terrestrial tree growth. Currently excludes sub-subterranean (e.g. soil) and understory sequestration profile. |
Natural capital services
|
Goal |
SDG Target |
Contribution |
|
15 Life on land |
15.2 By 2020, promote the implementation of sustainable management of all types of forests, halt deforestation, restore degraded forests and substantially increase afforestation and reforestation globally. |
Number of hectares of sustainably managed forests
Of which:
Number of hectares that are long-term, mixed broadleaf carbon sinks Number of hectares that are SSSI/SAC 2,3 . |
Biodiversity
|
· |
9,650 total hectarage of portfolio (inc. forests and open ground) |
|
· |
2,880 ha of which total hectarage of sustainably managed commercial forests |
|
· |
617 ha of which total hectarage of long - term, mixed broadleaf carbon sinks |
|
· |
6,152 ha of open ground |
|
· |
744 ha of which total hectarage of SSSI2/SAC3 |
|
8. |
Site of Special Scientific Interest. |
|
9. |
Special Area of Conservation. |
Biodiversity measurement and management
In accordance with the Prospectus, the Company seeks to preserve and proactively enhance natural capital and biodiversity across its portfolio. As with all biodiversity management initiatives, the first step in this process is to baseline the types and levels of biodiversity across the Company's various forestry and afforestation sites.
The Company has engaged SLR Consulting, a global leader in environmental advisory services, to conduct this baselining work. The primary aim of the study is to provide a consistent biodiversity baseline across the portfolio of forestry and afforestation sites for the purposes of future monitoring and assessment against biodiversity standards. This may also include a predicted performance assessment, using habitat type, habitat condition and other factors to generate an overall estimation on future biodiversity levels.
Work to complete the baselining surveys and predicted performance reviews are ongoing. The results from these assessments and a more comprehensive update will be shared in 2023.
Carbon credits
|
Carbon credits generated: |
|
|
PIUs held on balance |
47,997 |
|
PIUs sold |
- |
|
PIUs pipeline |
753,134 |
|
|
|
|
WCUs held on balance |
- |
|
WCUs sold |
- |
|
|
|
|
Total carbon credits held on balance |
47,997 |
|
Total carbon credits sold |
- |
TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES ("TCFD")
The Company recognises climate change as one of the defining challenges of our time and is supportive of the framework established by the Task Force on Climate-related Financial Disclosures ("TCFD"). TCFD creates a uniform approach for organisations to report on how they expect climate-related risks and opportunities to impact upon their business over time.
The Company has sought to ensure that the consideration of climate-related matters is appropriately embedded throughout its governance, strategy and risk management processes. The Company will provide a comprehensive response to all 11 of the recommended disclosures within the Sustainability and ESG Report in 2023, but recognises that its TCFD reporting will continue to develop and be further enhanced in the future.
For the purposes of this Annual Report, the TCFD core metrics are presented as a basis for comparison against other asset classes and peer funds.
TCFD core metrics
The Company's focus for quantitative reporting of exposure to climate - related risk is achieved using the universally accepted core metrics, as recommended by the TCFD, including:
|
· |
Weighted average carbon intensity |
|
· |
Total carbon emissions |
|
· |
Carbon footprint |
|
· |
Carbon intensity |
|
· |
Exposure to carbon-related assets |
In line with current FCA guidance, the calculation of these metrics will be performed using scope 1 and scope 2 emissions only, with scope 3 emissions to be incorporated in future reports. The Investment Manager is currently working with external consultants to better understand and prepare to report on scope 3 emissions.
In using these core metrics, the Company is not only able to compare performance amongst its own assets but against those of its wider peer group, further incentivising the decarbonisation of the Company's portfolio. Data drawn from the calculation of the core metrics will be used as an aid to driving decarbonisation across the portfolio and to highlight carbon hotspots in specific business areas as a means of influencing decision - making across the business.
|
TCFD core metrics |
||||
|
Weighted average carbon intensity (tCO2e/£m revenue) |
Total carbon emissions (tCO2e) |
Carbon footprint (tCO2e/£m invested) |
Carbon intensity (tCO2e/£m revenue) |
Exposure to carbon-related assets (%) |
|
The portfolio's measure of carbon emissions normalised by revenues, expressed in tonnes CO2e/£m revenue |
The absolute greenhouse gas emissions associated with the portfolio, expressed in tonnes CO2e. |
Total carbon emissions for a portfolio normalised by the market value of the portfolio, expressed in tonnes CO2e/£m invested |
Volume of carbon emissions per £m of revenue (carbon efficiency of a portfolio), expressed in tonnes CO2e/£m revenue |
The amount or percentage of carbon-related assets in the portfolio, expressed in £m or percentage of the current portfolio value |
|
151.2 |
135.0 |
0.7 |
149.3 |
- |
Calculation methodologies taken from TCFD website.
SFDR
The Sustainable Finance Disclosure Regulation ("SFDR") is a framework designed to increase transparency on sustainability reporting with a view to facilitating sustainable investment practices and to aid the understanding of sustainability credentials as published by funds and/or companies.
FSF considers itself an Article 9 fund and the SFDR Product Disclosure for the Fund can be located at fsfc.foresightgroup.eu[.]
Furthermore, as an Article 9 fund, FSF is required to report on the 14 Principal Adverse Impact indicators as prescribed in the Regulatory Technical Standards. This table can be found published on the Company's website alongside the Annual Report.
EU Taxonomy
Under SFDR, Article 9 funds must report on their level of alignment to the EU Taxonomy for Sustainable Activities ("EU Taxonomy").
The aim of the EU Taxonomy is to create security for investors, protect private investors from greenwashing, help companies to become more climate-friendly, mitigate market fragmentation and help move capital to where it is most needed.
The Company has set the objective of having all of its assets compliant with the EU Taxonomy's pre-determined screening criteria. As such, based on internal assessment, FSF believes 100% of its assets to be aligned to the EU Taxonomy.
Absolute emissions
Scope 1
|
· |
104.9 tCO2e |
Scope 2
|
· |
30.1 tCO2e |
Scope 3
|
· |
293.9 tCO2e |
SECTION 172 AND STAKEHOLDERS
Section 172
The Directors consider that in conducting the business of the Company over the course of the period they have complied with Section 172(1) of the Companies Act 2006 (the "Act") by fulfilling their duty to promote the success of the Company and to act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of the members as a whole, whilst also considering the broad range of stakeholders who interact with and are impacted by the Company's business, especially with regard to major decisions.
Since the Company's inception in 2021, the Board has taken its responsibilities towards all the Company's stakeholders as an utmost consideration in every scheduled Board meeting as well as at the inaugural Management Engagement Committee meeting where relationships with all the stakeholder groups were considered in detail.
The purpose of the Company is to act as an investment vehicle to provide financial returns to its Shareholders over time. Investment vehicles are long-term and are typically externally managed, have no employees and are overseen by an independent non-executive Board of Directors. The role of the Investment Manager is particularly important in engaging with stakeholders in the Company and reporting on developments to the Board.
Community engagement
The Foresight Sustainable Forest Management approach is applied across the Company's afforestation projects as well as its established forest and woodland assets. Some additional examples, not already highlighted in the Executive Summary section above, are provided below of where this approach has been pro - actively pursued during the period, with a particular focus on community engagement and our drive to unlock positive natural capital service and societal benefits:
|
· |
Consultation and engagement with local communities has been carried out, at the appropriate moment, as part of the design and application stage of each of the Company's in - progress afforestation schemes. |
|
· |
Opportunities to enhance connectivity between local communities and the Company's forests and woodlands (e.g. signposts, walking paths, mountain bike trails, carparks, gates/styles, donations of land) have been initiated as part of the design process on the Company's afforestation schemes. |
|
· |
The Company has sold and/or leased land that is not suitable for afforestation to local farmers. |
|
· |
The Company has provided root balls from windthrown trees to contribute to bank revetment works in the Comrie Flood Defence Project. |
|
· |
The Company has hosted a planting day at Banc Farm and Mountmill Burn for local school children, educated them on the benefits of forestry as well as providing the opportunity for the children to plant their own trees. |
|
· |
In addition to the planting days, seed collection days have been carried out at Upper Barr and Fordie Estate. The Upper Barr event was attended by members of the local community, while the Fordie day was attended by members of the estate staff and the Foresight team. |
|
· |
A business case has been successfully demonstrated where one of the forests in the Company's portfolio has carried out thinning. This harvesting site sits within a SSSI for igneous rock formations and so a sensitive approach was preferred. The site manager engaged a local contractor to drag the trees by horse to a work - area, minimising ground disturbance and so protecting the SSSI. The timber was subsequently sawn and processed on-site and then sold. The products are highly specialised, bespoke timber pieces that are used by local businesses. |
Stakeholders: Local communities and the environment
Role of the Board
The Board retains responsibility for taking all decisions relating to the Company's corporate governance, strategy and for monitoring the performance of the Company's service providers. As laid out in the Prospectus, the Investment Manager has discretion over investment decisions within the Investment Policy; the Board has oversight and ultimate control. The Board is engaged with the activities of the Company and all Board members have relevant direct experience for supporting the activities of the Company, including substantial experience on other listed and non - listed entities.
The Board aims to ensure that the Company operates in a transparent manner where all parties are treated with respect and provided with the opportunity to offer practical challenge and participate in positive debate which is focused on the aim of achieving the expectations of Shareholders and other stakeholders alike. The Board, with the assistance of the Management Engagement Committee, reviews the culture and manner in which the Investment Manager operates at its scheduled meetings and through its annual performance review. Regular reporting and feedback from other key service providers is also sought and reviewed by the Management Engagement Committee on an annual basis.
The Board is conscious of the ways it promotes the Company's culture and ensures that, as part of its regular oversight, the integrity of the Company's affairs is central to the way in which the Company's activities are managed and promoted. The Board works closely with the Investment Manager and the Company Secretary in reviewing how stakeholder issues are handled, ensuring good governance and responsibility in managing the Company's affairs, as well as visibility and openness in how these are conducted.
As the Company is externally managed and has no employees, the Board considers the key stakeholders to be Shareholders, local communities closely linked to the portfolio, customers and agents of the Company, including the Investment Manager.
The Board is acutely aware of its responsibilities to all the stakeholders in the Company and has taken into account the following:
|
· |
The likely consequences of any decision in the long term |
|
· |
The need to foster and retain the Company's business relationships with suppliers, customers and others |
|
· |
The impact of the Company's operations on the community and the environment |
|
· |
The desirability of the Company maintaining a reputation for high standards of business conduct |
|
· |
The need to act fairly towards and ensure equal treatment of members of the Company |
The Company regularly interacts with a variety of stakeholders important to its success and strives to strike the right balance between communication and direct engagement and is entirely open to contact with stakeholders where there are issues to discuss.
As the Company grows, the Board intends to continue visiting forestry assets. The Board makes detailed enquiries on the assets in the portfolio and has periodic meetings with key stakeholders on matters of particular importance.
Understanding stakeholders' views influences the Company's investment strategy, including its focus on acquiring and managing assets in a way that promotes capital growth. The Board is also mindful of how Shareholders are affected by the secondary market liquidity in the Company's shares and how the shares are rated relative to its Net Asset Value ("NAV"). The Board, through the Company's broker, promotes secondary market interest in the Company's shares as part of its ongoing commitment to existing and future Shareholders.
Engagement with Shareholders
As a public company listed on the London Stock Exchange, the Company is subject to the Listing Rules and the Disclosure Guidance and Transparency Rules. The Listing Rules include a principle that a listed company must ensure that it treats all holders of the same class of shares that are in the same position equally in respect of the rights attaching to such shares. With the assistance of regular discussions with and the formal advice from the Company's legal counsel, Company Secretary and corporate broker, the Board abides by the Listing Rules, as it does with other statutory provisions. Likewise, the Board is kept appraised of developments in corporate governance guidance, reporting standards and other non - statutory provisions and does its best to comply or explain why it does not comply.
The Investment Manager has developed relationships with key Shareholders and prospective investors. It is in regular contact with investors and reports back to the Board. During discussions, Shareholders often ask for additional information around certain aspects of the Company. Where it is appropriate to do so, the Investment Manager will provide this detail. For example, additional requests for information have been made on ESG matters, which are covered in more detail in the Directors' report, and on progress with deployment and acquisitions.
The Company will continue to engage with Shareholders in the future to ensure that there is an understanding of stakeholders' views on investment strategy, corporate developments, governance and other issues such as the importance of sustainable income, asset enhancement potential and ESG.
The Company has routine engagement with Shareholders and prospective investors through the publication of interim and annual accounts, the Annual General Meeting ("AGM") and regular news and bi-annual NAV updates, all published on the Company's website.
Engagement with the Investment Manager
The Investment Manager is responsible for the implementation of the investment strategy and the day-to-day investment decisions, including identifying assets for acquisition. The Board engages constructively with the Investment Manager to ensure the expectations of Shareholders are being met and it is aware of the challenges being faced, including meeting the long - term objectives for the Company's growth.
The Board and the Investment Manager maintain an ongoing, open dialogue on key issues facing the Company. This open dialogue takes the form of regular Board meetings and very regular but more informal contact, as appropriate, including additional ad hoc Board and Committee meetings. This ensures that the Company and the Investment Manager have aligned interests to safeguard the Company's position and to try and ensure the future success of the Company.
The Board regularly reviews the Company's performance against its investment objectives and holds an annual strategy review meeting to ensure that the Company is positioned well for the future delivery of its objective for its Shareholders. The Board receives presentations from the Investment Manager at every Board meeting to help it to exercise effective oversight of the Company's strategy and the performance of the Investment Manager. The Board, through the Management Engagement Committee, reviews formally the performance of the Investment Manager, at least annually.
Engagement with lender
The Company has a Revolving Credit Facility with Clydesdale Bank Plc ("Clydesdale"). This facility is subject to covenants and lender consent may be required on certain business decisions. The Investment Manager is in regular contact with Clydesdale to keep it appraised of ongoing portfolio matters and general market updates so that they have a full understanding of the Company and how it is performing.
Engagement with key service providers
The Board seeks to maintain constructive relationships with the Company's suppliers, either directly or through the Investment Manager, with regular communications and meetings. The Management Engagement Committee conducts an annual review of the performance and terms and conditions of the Company's main service providers to ensure that they are performing their responsibilities in line with Board expectations and providing value for money.
Engagement with local communities and the environment
The Board and Investment Manager are committed to investing in a responsible manner and the Investment Manager embeds the requirements of Article 9 into its investment decision-making process. The Board also formally constituted a Sustainability and ESG Committee during the year, to focus on embedding ESG into the Company's strategy and objectives. Further detail on the work of this Committee can be found in the online report.
In 2021, the AIC launched an option for individual investment company ESG disclosures to be published on its website. The Company has complied with this request and submitted a summary ESG strategy and this is now publicly available on the Company's page on the AIC website.
The Company was awarded the London Stock Exchange's Green Economy Mark upon its IPO, which recognises London-listed companies and funds that derive more than 50% of their revenues from products and services that are contributing to environmental objectives such as climate change mitigation and adaptation, waste and pollution reduction, and the circular economy.
The Company aims to maximise its social and community contribution to the markets in which it operates. In partnership with Tilhill Forestry Limited, the UK's leading forest management, timber harvesting and landscaping company, the Company launched a Forestry Skills Training Programme during the year. Initially focused in Wales, the programme is targeted to extend to Scotland and England in due course. The initiative aims to directly help rural farming communities adapt to afforestation - related land use change by providing local community members with the skills, training, qualifications and safety equipment required to seek employment in the forestry sector.
The Board is also committed to ensuring that it operates in a responsible and sustainable manner, having regard for the Company's suppliers, local communities and the environment. In order to achieve this, the Board has placed ESG factors at the heart of its investment objectives to guide the way it operates.
Risk and Risk Management
FSF has a comprehensive risk management framework overseen by the Audit Committee, comprising the Independent Non-Executive Directors.
Risk is the potential for events to occur that may result in damage, liability or loss. Such occurrences could adversely impact the Company's business model, reputation or financial standing. Alternatively, under a well-formed risk management framework, potential risks can be identified in advance and can either be mitigated or possibly converted into opportunities.
Below details the principal risks that the Directors consider are material. Given that the Company delegates certain activities to the Investment Manager, reliance is also placed on the controls of the Company's service providers. The purpose of the Company's risk management policies and procedures is not to eliminate risk completely, rather it is to reduce the likelihood of occurrence and to ensure that the Company is adequately prepared to deal with risks so as to minimise their impact should they materialise.
The Company's risk register covers seven main areas of risk:
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· |
Financial |
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· |
Market |
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· |
Forestry |
|
· |
Legal and regulatory |
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· |
Operational |
|
· |
Economic |
|
· |
Investment |
See more in the TCFD report above.
Each of these areas, together with the principal risks within that category, are summarised in the table below, followed by a detailed discussion of the mitigating factors.
|
Risk |
Potential Impact |
Mitigation |
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|
Financial risks |
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|
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|
Equity |
The Company would be unable to access sufficient funding to complete its operations. |
|
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|
Liquidity |
The Company would be unable to meet its financial obligations as they fall due. |
|
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|
Valuation |
There is a risk of the valuations being prepared incorrectly either by the Investment Manager or Savills, leading to a publicly stated NAV that is not representative of the value of the portfolio held through the SPVs.
The probability of this risk occurring is considered to be low, however the impact would be significant if it did. |
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|
Market risks |
|
|
||||||||
|
Demand for timber |
A reduction in demand from the purchasers of timber would negatively impact the Company's profitability. |
|
||||||||
|
Demand for carbon units |
A reduction in demand from the users of carbon credits would negatively impact profitability. |
|
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|
Forestry risks |
|
|
||||||||
|
Reputational |
The Company could be perceived negatively in the market due to resistance to change of land use in the market generating negative PR. |
|
||||||||
|
Harvesting |
A reduction in timber prices may delay the Company's harvesting and felling programme.
Long-term off-take agreements are rare in the UK forestry sector, which exposes the Company to merchant risk.
|
|
||||||||
|
Storm damage |
Particularly strong winds may damage trees, or possibly uproot them entirely, at the Company's asset sites. |
|
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|
Disease |
Disease may infiltrate one or multiple of the Company's forests, damaging the trees or otherwise endangering the health of the forest. |
|
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|
Legal and regulatory risks |
|
|
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|
Regulation change |
The Company is required to comply with certain regulations, as a London Stock Exchange listed entity. A significant change in legal or regulatory frameworks could impact the ways in which the Company and/or Foresight Group operates. Failure to comply with emerging regulations could result in a negative reputational or financial impact on the Company.
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|
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Operational risks |
|
|
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|
Supply chain risk |
Shortages of key materials and resources required for the Company's sites could lead to a delay in production and/or development (in the case of afforestation sites). This has been exacerbated by the Russian invasion of Ukraine, which impacts the flow of goods and commodities that are important in the global economy. |
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|
Economic risks |
|
|
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|
Macroeconomic changes |
Changes in economic, technological, political or regulatory environment, as well as inflation and market sentiment, can impact the returns expected from the assets in the Company's portfolio. |
|
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Interest rates |
The Company has some interest rate exposure, through its own cash deposits and bank funding (the RCF) as well as those within the projects themselves.
Interest rates have risen during the period under review and are forecast to rise further to combat inflation.
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Investment risks |
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|
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Competitive market |
Increased competition for appropriate investment opportunities could lead to the Company being unable to source investments that satisfy its investment criteria and meet its return objectives. |
|
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|
Financial crime |
There is a risk that the Company could suffer a detrimental impact to its investment value caused by fraud, legal consequences or fines as the result of inadequate Know Your Customer ("KYC") and Anti - Money Laundering ("AML") measures. Reputational damage could be associated with the outcome of such breaches.
|
|
FINANCIAL REVIEW
Analysis of financial results
The financial statements of the Company from incorporation on 31 August 2021 to 30 September 2022 are set out below.
The Company prepared the financial statements from the date of incorporation to 30 September 2022 in accordance with the UK adopted International Accounting Standards as applicable to companies reporting under those standards. The Company applies IFRS 10 Investment Entities: Amendments to IFRS 10, IFRS 12 and measures all their subsidiaries that are themselves investment entities at fair value. The Company accounts for its interest in its wholly owned direct subsidiary FSFC Holdings Limited as an investment at fair value through profit or loss in accordance with IFRS 13 Fair Value Measurement.
The primary impact of this application, in comparison to consolidating subsidiaries, is that the cash balance before taxes, the working capital balances and borrowings in the intermediate holding companies are presented as part of the Company's fair value of investments.
The Company's intermediate holding companies provide services that relate to the Company's investment activities on behalf of the parent which are incidental to the management of the portfolio.
The Company, its subsidiaries FSFC Holdings Limited and FSFC Holdings 2 Limited (together the "Group"), hold investments in portfolio assets which intend to make distributions in the form of interest on loans and dividends on equity as well as loan repayments and equity redemptions.
For more information on the basis of accounting and Company structure, please refer to the notes to the financial statements below.
Net assets
The Net Asset Value ("NAV") at 30 September 2022 was £180.6 million and comprised £144.2 million portfolio value of forestry and afforestation assets, with an additional £0.6 million carbon credit valuation, cash balances of £36.3 million. The cash balances are made up of £34.3 million in the Company and £2.0 million in the project companies, offset by £0.5 million of other net liabilities (£0.5 million of other liabilities in the project companies). The Gross Asset Value ("GAV") is equal to the sum of the NAV and the outstanding debt as described in the alternative performance measures table on page 109. The GAV as at 30 September 2022 was £180.6 million.
Analysis of the Company's net assets at 30 September 2022
|
|
As at |
||
|
All amounts presented in £million (except as noted) |
30 September 2022 |
||
|
Portfolio value (Red Book valuation)1 |
144.2 |
||
|
Carbon credits valuation2 |
0.6 |
||
|
Project companies' cash |
2.0 |
||
|
Project companies' other net liabilities |
(0.5) |
||
|
Investments at fair value through profit or loss |
146.3 |
||
|
Company's cash |
34.3 |
||
|
Company's other net liabilities |
- |
||
|
Net Asset Value |
180.6 |
||
|
Number of shares |
172.1 |
||
|
Net Asset Value per share (pence) |
105.0 |
||
|
· |
Classified as the fair value of the underlying forestry assets held through the SPVs. |
|
|
|
· |
The carbon credit valuation noted is based on value ascribed to progress towards creation of carbon credits. |
|
|
Net Asset Value bridge
During the period the Company raised a total of £175.0 million (£130.0 million at IPO in November 2021 and £45.0 million in June 2022). This was offset by cumulative capital raise fees of £3.2 million.
The £10.9 million fair value increase of the afforestation and forestry assets held by the Group has been offset by operating costs of £2.7 million (£2.3 million of Fund operating costs for the Company, £0.4 million of project companies' outflows.)
The 36,116 carbon credits yet to be realised but attributed to the two underlying afforestation assets where planting has completed have also been valued at £0.6 million, resulting in a Net Asset Value of £180.6 million at 30 September 2022.
Company performance
Profit and loss
The Company's profit before tax for the period ending 30 September 2022 was £8.8 million (6.2 pence per share).
For the same period to 30 September 2022, the total return on investments was £11.0 million, which relates to £0.9 million of interest on the FSFC Holdings loan notes and £10.1 million net gains on investments at fair value. The interest income is from the Company's Shareholder loan to FSFC Holdings Limited. The net gain on investment is generated by the net fair value movement on the Company's investment in FSFC Holdings Limited.
Operating expenses included in the income statement for the period were £2.2 million, in line with expectations. These comprise investment management fees of £1.1 million and £1.1 million of operating expenses. The details on how the investment management fees are charged are set out in note 5 to the financial statements.
|
|
Period from |
|
|
incorporation on |
|
|
31 August 2021 to |
|
All amounts presented in £million (except as noted) |
30 September 2022 |
|
Interest received on FSFC Holdings loan notes |
0.9 |
|
Net gain on investments at fair value |
10.1 |
|
Total return on investment |
11.0 |
|
Operating expenses |
(2.2) |
|
Profit before tax |
8.8 |
|
Earnings per share (pence) |
6.2p |
Ongoing charges
The "ongoing charges" ratio is an indicator of the costs incurred in the day-to-day management of the Fund. FSF uses the AIC-recommended methodology for calculating this ratio, which is an annual figure.
The ongoing charges ratio percentage from incorporation on 31 August 2021 to 30 September 2022 was 1.4%. The ongoing charges have been calculated, in accordance with AIC guidance, as annualised ongoing charges i.e. excluding acquisition costs and other non-recurring items) divided by the average published unaudited Net Asset Value in the period. The ongoing charges percentage has been calculated on the consolidated basis and therefore takes into consideration the expenses of FSF Holdings as well as the Company.
The Investment Manager believed this to be competitive for the market in which FSF operates and the stage of development and size of the Fund, demonstrating that management of the Fund is efficient with minimal expense incurred in its ordinary operation.
Cash flow
The Company held cash balances at 30 September 2022 of £34.3 million. This amount excludes cash held in subsidiaries. The breakdown of the movements in cash during the period is shown below.
Cash flows of the Company for the period from incorporation on 31 August 2021 to 30 September 2022 (£million)
|
|
Period from |
|
|
incorporation to |
|
|
30 September 2022 |
|
Cash balance at incorporation |
- |
|
Gross proceeds from fundraising |
175.0 |
|
Share issuance costs |
(3.2) |
|
Investment in FSFC Holdings Limited (equity and loan notes) |
(136.2) |
|
Group movements in working capital |
0.9 |
|
Directors' fees and expenses |
(0.1) |
|
Investment management fees |
(1.1) |
|
Administrative expenses |
(1.0) |
|
Company's cash balance at 30 September 2022 |
34.3 |
Cash flows of the Group for the period from incorporation on 31 August 2021 to 30 September 2022 (£million)
The Group is defined as the Company and its two intermediate holding companies. The cash flows for the Group of £34.8 million include £0.5 million in FSF Holdings 2 Ltd.
Portfolio valuation
Methodology
Savills Advisory Services Limited ("Savills") is engaged by the Company to provide a fair value valuation of the underlying forestry assets held through the SPVs in accordance with the Royal Institution of Chartered Surveyors ("RICS") Valuation - Global Standards July 2017 (the "Red Book").
The Red Book valuation is compliant with the UK adopted International Accounting Standards as part of the International Valuation Standards which requires investment properties to be considered on the basis of fair value at the balance sheet date. IFRS 13 outlines the principles for fair value measurement which Savills' valuation is consistent with. The Red Book valuations are undertaken on an asset-by-asset basis and will be completed semi-annually.
The fair value assessment of the assets has been completed by Savills on a comparable basis by looking at transactions of similar assets. Afforestation land comparables include the rights to voluntary carbon unit creation. However, the Red Book valuation approach is largely backward-looking and thus the Investment Manager is of the view that the valuations are likely to be conservative in relation to the potential future value of the voluntary carbon units that could be generated.
The Manager believes the Red Book valuation does not include any value in relation to progress in units ("PIUs") as at 30 September 2022 and has therefore calculated an estimated value on the progress made on obtaining the rights to PIUs as to date no PIUs have been authorised by the Woodland Trust.
The Red Book methodology considers a number of additional factors impacting the valuation. A reasonable view of the potential for afforestation sites' value uplift over time is considered rather than valuing the land in its current state. Savills also consider the stage of each site within the forestry grant application process and may make reassessments as to the value of a site when a new developmental milestone occurs. Additionally, as the assets under ownership are located across the UK (Scotland, North England and Wales), the external valuer accounts for the potential differences in market interest and demand at the different locations. On a case - by - case basis Savills will also assess the extent of damage suffered by sites due to any extreme windblow incidents. Where damage is extensive, Savills will make prudent adjustments to the value of the site, if it is evident that some of the affected timber may be challenging to recover.
FINANCIAL STATEMENTS
INCOME STATEMENT
FOR THE PERIOD FROM 31 AUGUST 2021 (INCORPORATION) TO 30 SEPTEMBER 2022
|
|
|
Revenue |
Capital |
Total |
|
|
Notes |
£'000 |
£'000 |
£'000 |
|
Return on investment |
4 |
904 |
10,120 |
11,024 |
|
Total income |
|
904 |
10,120 |
11,024 |
|
Investment management fees |
5 |
(1,071) |
- |
(1,071) |
|
Other expenses |
6 |
(1,166) |
- |
(1,166) |
|
Total expenses |
|
(2,237) |
- |
(2,237) |
|
Profit/(loss) before tax |
|
(1,333) |
10,120 |
8,787 |
|
Tax |
8 |
- |
- |
- |
|
Profit/(loss) for the period |
|
(1,333) |
10,120 |
8,787 |
|
Earnings/(losses) per share (pence) |
9 |
(0.9) |
7.1 |
6.2 |
All results are derived from continuing operations.
The supplementary revenue and capital columns are presented for information purposes in accordance with the Statement of Recommended Practice issue by The Association of Investment Companies ("AIC").
There are no items of other comprehensive income in the current period, other than the profit for the period, and therefore no separate statement of comprehensive income has been presented.
The accompanying notes below form an integral part of the financial statements.
STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2022
|
|
|
30 September |
|
|
|
2022 |
|
|
Notes |
£'000 |
|
Non-current assets |
|
|
|
Investments at fair value through profit or loss |
10 |
146,291 |
|
Total non-current assets |
|
146,291 |
|
Current assets |
|
|
|
Trade and other receivables |
11 |
852 |
|
Cash and cash equivalents |
16 |
34,326 |
|
Total current assets |
|
35,178 |
|
Total assets |
|
181,469 |
|
Current liabilities |
|
|
|
Trade and other payables |
12 |
(886) |
|
Total current liabilities |
|
(886) |
|
Total liabilities |
|
(886) |
|
|
|
|
|
Net assets |
|
180,583 |
|
Equity |
|
|
|
Called up share capital |
13 |
1,721 |
|
Share premium |
13 |
170,075 |
|
Revenue reserve |
14 |
(1,333) |
|
Capital reserve |
14 |
10,120 |
|
Total Shareholders' funds |
|
180,583 |
|
Net assets per share (pence per share) |
15 |
105.0 |
The financial statements were approved and authorised for issue by the Board of Directors on 14 December 2022.
They were signed on its behalf by:
Richard Davidson
Chair
The accompanying notes form an integral part of the financial statements.
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD FROM 31 AUGUST 2021 (INCORPORATION) TO 30 SEPTEMBER 2022
|
|
Called up |
Share |
Capital |
Revenue |
|
|
|
share capital |
premium |
reserve |
reserve |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Balance at incorporation |
- |
- |
- |
- |
- |
|
Gross proceeds from share issue |
1,721 |
173,279 |
- |
- |
175,000 |
|
Share issue costs |
- |
(3,204) |
- |
- |
(3,204) |
|
Total comprehensive income for the period |
- |
- |
10,120 |
(1,333) |
8,787 |
|
Net assets attributable to Shareholders at 30 September 2022 |
1,721 |
170,075 |
10,120 |
(1,333) |
180,583 |
The accompanying notes form an integral part of the financial statements.
The Company's distributable reserves consist of the capital reserve attributable to fair value unrealised gains on the Fund portfolio's valuation.
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM 31 AUGUST 2021 (INCORPORATION) TO 30 SEPTEMBER 2022
|
|
For the |
|
|
period ended |
|
|
30 September |
|
|
2022 |
|
|
£'000 |
|
Profit for the period |
8,787 |
|
Adjustments for: |
|
|
Net profit on investments at fair value through profit and loss |
(10,120) |
|
Operating cash flows before movements in working capital |
(1,333) |
|
Cash flows from operating activities |
|
|
(Increase) in Trade and other receivables |
(852) |
|
Increase in Trade and other payables |
886 |
|
Net cash inflow from operating activities |
(1,299) |
|
Cash flows from investing activities |
|
|
Purchase of investments |
(136,171) |
|
Net cash used in investing activities |
(136,171) |
|
Cash flows from financing activities |
|
|
Gross proceeds from share issue |
175,000 |
|
Share issue costs |
(3,204) |
|
Net cash inflow from financing activities |
171,796 |
|
Net increase in cash and cash equivalents |
34,326 |
|
Cash and cash equivalents at beginning of period |
- |
|
Cash and cash equivalents at end of period |
34,326 |
The accompanying notes form an integral part of the financial statements.
NOTES TO THE AUDITED FINANCIAL STATEMENTS
FOR THE PERIOD FROM 31 AUGUST 2021 (INCORPORATION) TO 30 SEPTEMBER 2022
1. General information
(a) Statutory Information
Foresight Sustainable Forestry Company Plc (the "Company" or "FSF"), a public limited company limited by shares, was incorporated and registered in England and Wales on 31 August 2021 with registered number 13594181 pursuant to the Companies Act 2006. The Company's registered address is C/O Foresight Group, The Shard, 32 London Bridge Street, London, United Kingdom, SE1 9SG.
(b) Corporate structure
The Company has one investment, FSFC Holdings Limited, and FSFC Holdings Limited in turn has one investment, FSFC Holdings 2 Limited; together this is the "Group".
FSFC Holdings 2 Limited has three investments: FSFC Company 1 Limited, Blackmead Forestry Limited and Blackmead Forestry II Limited. Blackmead Forestry Limited has two investments: Coull Forestry Limited and Fordie Estates Limited. These five entities together are the special purpose vehicles or "SPVs".
The Group's principal activity is investing in UK forestry, afforestation and natural capital assets.
The audited financial statements of the Company are for the period from incorporation on 31 August 2021 to 30 September 2022 and have been prepared on the basis of the accounting policies set out below. The financial statements comprise only the results of the Company, as its direct investments in FSFC Holdings Limited, FSFC Holdings 2 Limited, and all underlying SPVs thereafter, are measured at fair value as detailed in the significant accounting policies below.
2. Significant accounting policies
(a) Basis of preparation
The set of financial statements has been prepared in accordance with UK adopted International Accounting Standards. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets and on a going concern basis. The accounting policies set out below have, unless otherwise stated, been applied consistently to the period presented in these financial statements.
These financial statements have also been prepared 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").
There are several amendments and standards that have been issued and will be effective in future periods however, none of these are expected to have a material effect.
The following standards became effective during the period and did not have a material impact on the Company's reported results:
|
· |
Reference to the Conceptual Framework - Amendments to IFRS 3 (applicable for annual periods beginning on or after 1 January 2022); |
|
· |
Property, Plant and Equipment: Proceeds Before Intended Use - Amendments to IAS 16 (applicable for annual periods beginning on or after 1 January 2022); |
|
· |
Onerous Contracts - Costs of Fulfilling a Contract - Amendments to IAS 37 (applicable for annual periods beginning on or after 1 January 2022); |
|
· |
AIP IFRS 1 First-time Adoption of International Financial Reporting Standards - Subsidiary as a First-time Adopter (applicable for annual periods beginning on or after 1 January 2022); |
|
· |
AIP IFRS 9 Financial Instruments - Fees in the "10 per cent" Test for Derecognition of Financial Liabilities (applicable for annual periods beginning on or after 1 January 2022); |
|
· |
AIP IAS 41 Agriculture - Taxation in Fair Value Measurements (applicable for annual periods beginning on or after 1 January 2022); and |
|
· |
Annual improvements to IFRS standards 2018-2020 Cycle (effective for annual periods beginning on or after 1 January 2022). |
IFRS 10 Consolidated Financial Statements
IFRS 10 requires an entity that controls (meaning it is exposed, or has rights, to variable returns from its involvement with the investee entity and has the ability to affect those returns through its power over the investee) one or more other entities, to present consolidated financial statements. Consolidated financial statements consist of assets, liabilities, equity, income, expenses and cash flows of a parent and its subsidiaries as those of a single economic entity. Notwithstanding the application of IFRS 10 in establishing the Fund as an investment entity, the standard has not been adopted in full in as far as presenting consolidated financial statements, as the Fund has presented these financial statements on a fair value basis instead, pursuant to IFRS 13.
IFRS 16 Leases
IFRS 16 requires lessees to account for all leases under a single on - balance sheet model in a similar way to finance leases under IAS 17. Lessor accounting is substantially unchanged from today's accounting under IAS 17. Lessors will continue to classify all leases using the same classification principle as in IAS 17 and distinguish between two types of leases: operating and finance leases. The standard requires lessees and lessors to make more extensive disclosures than under IAS 17. IFRS 16 is effective for annual periods beginning on or after 1 January 2019, however early adoption is permitted. The Fund is neither a lessor nor lessee, thus has not adopted this standard.
These financial statements are presented in sterling (£) and rounded to the nearest thousand unless otherwise stated. They have been prepared on accounting policies, significant judgements, key assumptions and estimates set out below.
These financial statements constitute statutory accounts as defined in Section 434(3) of the Companies Act 2006 as they are audited. The financial statements include all information and disclosures required in annual audited financial statements.
The audited financial statements incorporate the financial statements of the Company only.
Any estimates and underlying assumptions are reviewed on a regular basis and revisions to accounting estimates are recognised in the period when they occur and in any future period affected. The significant estimates, judgements or assumptions are set out below. This is the Company's first accounting period, so there are no comparatives.
(b) Going concern
The Directors have adopted the going concern basis in preparing the Annual Report. In their assessment of going concern they have reviewed comprehensive cash flow forecasts prepared by the Investment Manager and believe based on the forecasts and an assessment of the Company's cash position and liquidity of the investment portfolio that the Company will continue in operational existence for at least 12 months from the date of approval of the financial statements and therefore consider it appropriate to prepare the financial statements on a going concern basis. As at 30 September 2022, the Company had net assets of £180.6 million including £34.3 million of cash which are sufficient to meet current obligations as they fall due.
The Directors have also assessed the impact of significant potential risks to the operations of the Company since incorporation and the principal risks in the UK forestry and afforestation markets including the various risk mitigation measures in place and do not consider this to have a material impact on the assessment of the Company as a going concern.
Market risk
The Company has assessed its potential exposure to being negatively impacted by a sudden loss of revenue stream. The relevance of this risk has been significant given the recent impacts made by the COVID-19 pandemic and the Ukraine - Russia conflict. The Company has assessed these risks alongside the potential risk of similar events having a negative impact on revenue recoverability. The potential impacts of such market risks include, but are not limited to:
|
(i) |
Material reductions in timber prices recoverable from the SPVs |
|
(ii) |
Material reductions in demand for timber in the United Kingdom |
|
(iii) |
Material reductions in forecasted revenues earned from the sale of carbon credits |
|
(iv) |
Change to the UK Woodlands Grant scheme |
Each of the above potential impacts could have a direct influence on the amount that can be distributed to the Company by its subsidiaries. Foresight has reviewed the portfolio's exposure to these risks and has concluded that if, even in the unlikely case, these adverse impacts on revenue recoverability are material, the Company should still have sufficient funds to continue operations for the foreseeable future. If such impacts were to continue on a long-term basis, continued monitoring processes would need to be actioned.
Liquidity risk
Due to the nature of the Company's operation and deployment strategy, there could be potential exposure to liquidity risk, whereby the entity would encounter difficulties in paying its financial liabilities. The Directors have considered this risk and are satisfied that FSF has adequate financial resources to settle its recurring expenses for the foreseeable future, based on evidence provided from cash flow forecasting and sensitivity testing to satisfy both the Investment Manager and the Directors that the Company has sufficient funds available.
The Directors are satisfied that FSF has sufficient resources to continue to operate for the foreseeable future, a period of not less than 12 months from the date of this report. Accordingly, they have adopted the going concern basis in preparation of these financial statements.
(c) Segmental reporting
The Directors are of the opinion that the Company is engaged in a single segment of business, being investment in UK forestry and afforestation assets, to generate real returns for investors as well as capital appreciation. The financial information used by the Board to allocate resources and manage the Company presents the business as a single segment comprising a homogeneous portfolio.
(d) Key judgements
Fair valuation of investment assets
The market value of the Company's underlying investment portfolio held through its SPVs consisting of Forestry, Afforestation and Non - core assets (investment portfolio/ properties) is determined by an external valuer (see note 10) to be the estimated amount for which an asset should exchange on the date of the valuation in an arm's - length transaction. Properties have been valued on an individual basis. The external valuer prepares their valuations in accordance with the RICS Valuation - Global Standards July 2017 (the "Red Book"). Factors reflected comprise current market conditions including the comparable market value of similar freehold forestry assets, the potential uplift in land value above current in - use value (relevant to planting land), the location and situation of individual assets, potential vulnerability to winter storms and the developmental status of properties (if afforestation). The market conditions stated are assessed on a bi-annual basis. The significant methods and assumptions used by the external valuers in estimating the fair value of investment assets are set out in note 10. The carbon credits valuation are not determined by an external valuer and are subject to Directors' judgement and estimation.
(e) Taxation
Income taxes
Income taxes represent the sum of the tax currently payable, withholding taxes suffered and deferred tax. Tax is charged or credited in the statement of comprehensive income, except where it relates to items charged or credited directly to equity, in which case the tax is also dealt with in equity.
The tax currently payable is based on the taxable profit for the year. This may differ from the profit included in the statement of comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. To enable the tax charge to be based on the profit for the year, deferred tax is provided in full on temporary timing differences, at the rates of tax expected to apply when these differences crystallise.
Deferred tax assets are recognised only to the extent that it is probable that sufficient taxable profits will be available against which temporary differences can be set off. In practice, some assets that are likely to give rise to timing differences will be treated as capital for tax purposes. Given capital items are exempt from tax under the Investment Trust Company rules, deferred tax is not expected to be recognised on these balances.
All deferred tax liabilities are offset against deferred tax assets, where appropriate, in accordance with the provisions of IAS 12. The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
3. Basis of consolidation
The Company's objective is to invest in UK forestry and afforestation assets through its holding companies, which will typically issue equity and loans to finance the investments.
Assessment as an investment entity
IFRS 10 Consolidated Financial Statements sets out the following essential criteria, necessary for a company to be considered as an investment entity.
Definition of an investment entity/trust:
|
· |
It must obtain funds from multiple investors for the purpose of providing its investment management services to those investors |
|
· |
It must commit to its investors that its business purpose is to invest funds solely for returns from capital appreciation, investment income, or both. Similarly, the entity must ensure there is also an exit strategy for such investments |
|
· |
It must measure and evaluate the performance of its investments on a fair value basis |
In assessing whether the Company meets the definition of an investment entity set out in IFRS 10, the Directors note that:
|
· |
The Company is an investment company that invests funds obtained from multiple investors in a diversified portfolio of UK forestry and afforestation assets and has appointed Foresight Group as the Investment Manager to manage the Company's investments |
|
· |
The Company's purpose is to invest funds with the intention of providing real returns to investors and capital appreciation driven by global demand for timber. The Company's exit strategy will depend on factors of portfolio balance and/or profit |
|
· |
The Board evaluates the performance of the Company's investments on a fair value basis as part of the quarterly management accounts review and the Company values its investments on a fair value basis driven by a RICS valuation provided by Savills (the "external valuer") using various assumptions to reflect current market conditions. This includes, amongst other factors, the comparable market value of similar freehold forestry assets. These fair value assessments happen on a bi - annual basis and are included in the Company's annual and interim financial statements, with the movement in the valuations taken to the statement of comprehensive income and is therefore measured within its earnings |
The Directors have concluded that the Company meets the definition of an investment entity in accordance with IFRS 10 after evaluation of the relevant criteria.
The Directors continue to consider the Company demonstrates the characteristics and meets the requirements to be considered an investment entity.
IFRS 10 states that investment entities are required to hold subsidiaries at fair value through profit or loss rather than consolidation on a line-by-line basis; this means that the Group's cash, debt and working capital balances are included in the fair value of the investment instead of in the Company's assets and liabilities. The Company has one investee, namely FSFC Holdings Limited, which invests the funds of the FSF investors on its behalf and is effectively performing investment management services on behalf of several unrelated beneficiary investors.
4. Return on investment and interest income
|
|
Period from |
|
|
incorporation on |
|
|
31 August 2021 |
|
|
to 30 September |
|
|
2022 |
|
|
£'000 |
|
Unrealised fair value movement of investments |
10,120 |
|
Interest Income - Loans to direct subsidiary |
852 |
|
Interest Income - Bank |
52 |
|
Total |
11,024 |
5. Investment management fees
|
|
Period from |
|
|
incorporation on |
|
|
31 August 2021 |
|
|
to 30 September |
|
|
2022 |
|
|
£'000 |
|
Investment management fee |
1,071 |
|
Total |
1,071 |
Foresight Group LLP was appointed as the Investment Manager for the Company under an Investment Management Agreement. Under the terms of the agreement, the Investment Manager is entitled to a management fee from the Company, which is calculated quarterly in arrears at 0.85% of NAV per annum up to £500 million and 0.75% per annum in excess of £500 million.
The Company paid £687,218 during the period. Investment management fees of £384,092 were billed at the period end and remained to be paid to Foresight Group LLP.
6. Operating expenses
|
|
Period from |
|
|
incorporation on |
|
|
31 August 2021 |
|
|
to 30 September |
|
|
2022 |
|
|
£'000 |
|
Director fees and expenses |
140 |
|
Administration fees |
104 |
|
Legal costs |
120 |
|
Audit fees |
118 |
|
Other expenses |
684 |
|
Total |
1,166 |
Other expenses include adviser fees, independent valuer fees, broker fees, depository fees and other company - related costs.
The Company had no employees during the period (30 September 2022: nil). There was no Directors' remuneration for the period other than the fees detailed in note 19.
Included within other expenses is an amount of £118,250 to Ernst & Young LLP for the audit of the Company for the period ended 30 September 2022.
Details of Directors' fees are set out in note 22.
7. Dividends
The Company did not pay any dividends in the period from incorporation to 30 September 2022.
8. Taxation
The Company received notice on 11 November 2021 confirming it is an approved Investment Trust for accounting periods commencing on or after 23 November 2021. The approval is subject to the Company continuing to meet the eligibility conditions of Section 1158 of the Corporation Taxes Act 2010. Furthermore, there are also ongoing requirements for approved companies in Chapter 3 of Part 2 Investment Trust (Approved Company) (Tax) Regulations 2011 (Statutory Instrument 2011/2999). To maintain its ITC status, the Company must adhere to the following conditions throughout an accounting period:
|
(i) |
The Company must not be a closed company at any time in an accounting period |
|
(ii) |
An investment trust must not retain in respect of an accounting period an amount which is greater than 15% of its income for the accounting period and the relevant distribution must be distributed before the filing date for the investment trust's company tax return for the period |
|
(iii) |
An investment trust must notify HMRC of a revised investment policy before the filing date for its tax return for the accounting period in which the investment policy was revised |
|
(iv) |
An investment trust must notify HMRC in writing of a breach of any of the conditions in Section 1158 or any of the requirements in the regulations as soon as possible after the investment trust becomes aware of the breach |
The Company regularly monitors the conditions required to maintain ITC status.
|
|
Current year |
|
|
ended |
|
|
30 September |
|
|
2022 |
|
|
£'000 |
|
Current taxes |
|
|
Current year |
- |
|
Total income tax charge in the statement of comprehensive income |
- |
|
|
|
|
Total as at |
|
|
Revenue |
Capital |
30 September |
|
|
reserve |
reserve |
2022 |
|
Current year ended 30 September 2022 |
£'000 |
£'000 |
£'000 |
|
Profit before tax |
(1,333) |
10,120 |
8,787 |
|
Profit before tax multiplied by rate of corporation tax in the UK of 19% (2021: 19%) |
(253) |
1,923 |
1,670 |
|
Effects of: |
|
|
|
|
Non-taxable capital profits due to UK approved investment trust company status |
- |
(1,923) |
(1,923) |
|
Non-taxable dividend income |
- |
- |
- |
|
Dividends designated as interest distributions |
- |
- |
- |
|
Temporary differences on which deferred tax is not recognised |
253 |
- |
253 |
|
Total income tax charge in the statement of comprehensive income |
- |
- |
- |
Analysis of tax expense
There was no corporation tax payable during the period from incorporation on 31 August 2021 to 30 September 2022. As a result, the tax charge for the period is £nil. Investment gains are exempt from tax owing to the Company's status as an investment trust.
Reconciliation of income taxes in the statement of comprehensive income
The tax charge for the period is different from the standard rate of corporation tax in the UK, currently 19% (2021: 19%), and the difference is explained below:
Factors that may affect future total tax charges
Following the March 2022 Budget, the corporation tax rate will increase from 19% to 25% with effect from April 2023. The Company is recognised as an ITC for this interim accounting period and is taxed at the current main rate of 19%.
At the period end, there is a potential deferred tax asset of £253,194 in relation to excess management expenses carried forward. The deferred tax asset is unrecognised at the period end in line with the Company's stated accounting policy.
9. Earnings per share
|
|
Capital |
Revenue |
|
|
|
reserve |
reserve |
Total |
|
Revenue and capital profit attributable to equity holders of the Company (£'000) |
10,120 |
(1,333) |
8,787 |
|
Average number of Ordinary Shares issued ('000) |
142,847 |
142,847 |
142,847 |
|
Profit per share at 30 September 2022 (pence) |
7.1 |
(0.9) |
6.2 |
10. Investments at fair value through profit and loss
|
|
Period from |
|
|
incorporation on |
|
|
31 August 2021 |
|
|
to 30 September |
|
|
2022 |
|
|
£'000 |
|
Fair value at start of the period |
- |
|
Loans to intermediate holding companies |
21,821 |
|
Equity investment in holding companies |
114,350 |
|
Unrealised gain on investments at fair value |
10,120 |
|
Total |
146,291 |
There is a loan between FSF and FSFC Holdings Limited for £21,821,094. The rate of interest on the loan is 7% per annum. Interest accrued at the period end and outstanding at the reporting date was £852,198.
The Company owns 11,435,005,921 shares in FSFC Holdings Limited that were purchased for a consideration of £0.01 per share.
Fair value investments
The Investment Manager has carried out fair value market valuations of the underlying SPV investments as at 30 September 2022 on a RICS basis, as performed by Savills. The Directors have approved the methodology used, as well as confirming their understanding of all underlying key assumptions applicable. All SPV investments are at fair value through profit or loss and are valued using the IFRS 13 framework for fair value measurement.
Savills includes all investments under ownership by FSF in their portfolio valuation, for both afforestation and forestry properties. The valuations have been prepared in accordance with the RICS Valuation - Global Standards July 2017 (the "Red Book") and incorporate the recommendations of the International Valuation Standards, which are consistent with the principles set out in IFRS 13.
Savills, in forming its opinion, makes various assumptions on the basis of current market conditions; the following are the key assumptions are made:
|
· |
Fair value of assets |
|
|
· |
Savills employs a "comparable approach" by analysing comparable market value(s) of similar freehold forestry and afforestation assets from recent transactions, when assessing what fair value is reasonable to attribute to assets with similar features, held by subsidiaries of FSF |
|
|
· |
Planting land value |
|
|
· |
Savills includes a reasonable view of the potential for afforestation sites' value uplift over time, rather than viewing the current value of these sites as only attributable to their current use as grazing land |
|
|
· |
Savills takes account of the relevant stage each site is currently at of the forestry grant application process when reaching a judgement |
|
|
· |
Location and situation |
|
|
· |
Due to the assets under ownership being located across the UK (Scotland, North England and Wales), Savills accounts for the potential differences in market interest associated in different locations |
|
|
· |
Winter storm vulnerability |
|
|
· |
Savills makes assessments on the basis of the extent of damage suffered by sites due to extreme windblow incidents. Where damage is extensive, Savills will make prudent adjustments to the value of the site, if it is evident that some of the affected timber may be challenging to recover |
|
|
· |
Developmental status of afforestation sites |
|
|
· |
Due to the nature of operations for the afforestation assets, Savills applies reassessments as to the value of an asset when a new developmental milestone occurs |
|
In addition, the Investment Manager believes the Red Book valuation does not include any value in relation to progress in units ("PIUs") as at 30 September 2022 and has therefore calculated an estimated value on the progress made on obtaining the rights to PIUs as to date no PIUs have been authorised by the Woodland Trust.
Fair value hierarchy
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole - these levels are defined, as per IFRS 13, below:
|
· |
Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities. |
|
· |
Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable. |
|
· |
Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable. |
The Company considers that all of its investments fall within Level 3 of the fair value hierarchy as defined by IFRS 13.
There have been no transfers between Level 1 and Level 2 during any of the periods, nor have there been any transfers between Level 2 and Level 3 during any of the periods.
The valuations have been prepared on the basis of market value, which is defined in the RICS Valuation Standards as: "The estimated amount for which an asset should exchange on the date of valuation between a willing buyer and a willing seller in an arm's-length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion."
Market value as defined in the RICS Valuation Standards meets the requirements of fair value defined under IFRS.
11. Trade and other receivables
|
|
Period from |
|
|
incorporation on |
|
|
31 August 2021 |
|
|
to 30 September |
|
|
2022 |
|
|
£'000 |
|
Interest receivable from subsidiaries |
852 |
|
Total |
852 |
12. Trade and other payables
|
|
Period from |
|
|
incorporation on |
|
|
31 August 2021 |
|
|
to 30 September |
|
|
2022 |
|
|
£'000 |
|
Creditors |
477 |
|
Accruals |
385 |
|
Intercompany account |
24 |
|
Total |
886 |
The total for creditors as at 30 September 2022 includes an amount of £384,092 relating to investment management fees charged by Foresight Group LLP to services provided during the period. Similarly, an amount of £31,373 relating to administration services fees has also been charged by Foresight Group LLP.
13. Share capital
|
|
Number |
|
|
of shares |
|
Allotted share capital, issued and fully paid: |
|
|
Opening balance at incorporation on 31 August 2021 |
- |
|
Allotted upon incorporation |
|
|
Issue of Ordinary Shares at 1 pence per share (31 August 2021) |
1 |
|
Allotted since incorporation |
|
|
Issue of management shares at 1 pence per share (12 October 2021) |
50,000 |
|
Allotted/redeemed following admission to London Stock Exchange |
|
|
Ordinary Shares issued at Initial Public Offering (19 November 2021) |
130,000,000 |
|
Management shares redeemed |
(50,000) |
|
Ordinary Shares issued on 28 June 2022 |
42,056,074 |
|
Total number of Ordinary Shares at 30 September 2022 |
172,056,075 |
|
|
|
|
Period from |
|
|
|
|
incorporation on |
|
|
|
|
31 August 2021 to |
|
|
Share |
Share |
30 September |
|
|
capital |
premium |
2022 |
|
|
£'000 |
£'000 |
£'000 |
|
Opening balance (at incorporation) |
- |
- |
- |
|
Shares issued at IPO |
1,721 |
173,279 |
175,000 |
|
Costs associated with IPO |
- |
(3,204) |
(3,204) |
|
Total |
1,721 |
170,075 |
171,796 |
Prior to IPO, one Ordinary Share was in issue, owned by Foresight Group LLP. The initial placing of 130,000,000 Ordinary Shares took place on 24 November 2021, raising gross proceeds of £130,000,000. Each Ordinary Share has equal rights to dividends and has equal rights to participate in a distribution arising from a winding - up of the Company.
The second placing of 42,056,074 Ordinary Shares took place on 28 June 2022, raising gross proceeds of £44,999,999. Each Ordinary Share has equal rights to dividends and has equal rights to participate in a distribution arising from a winding - up of the Company.
The total number of Ordinary Shares in issue as at 30 September 2022 was 172,056,075. The Company has not issued any further Ordinary Shares.
The issue costs of £3,204,130 relating to fundraising throughout the period were offset against the share premium account.
14. Retained earnings
|
|
|
|
30 September |
|
|
Revenue |
Capital |
2022 |
|
|
£'000 |
£'000 |
£'000 |
|
Opening balance |
- |
- |
- |
|
Profit/(loss) for the period |
(1,333) |
10,120 |
8,787 |
|
Special distributable reserve |
- |
- |
- |
|
Dividends paid |
- |
- |
- |
|
Closing balance |
(1,333) |
10,120 |
8,787 |
15. Net Asset Value per Ordinary Share
The total net asset per Ordinary Share is based on the net assets attributable to equity Shareholders as at 30 September 2022 of £180.6 million and Ordinary Shares in issue of 172,056,075.
|
|
30 September |
|
|
2022 |
|
NAV (£m) |
180.6 |
|
Number of Ordinary Shares issued (million) |
172.1 |
|
Net Asset Value per share (pence) |
105.0 |
16. Cash and cash equivalents
At period end, the Company held cash and cash equivalents of £34.3 million. This balance was held by HSBC Bank plc.
|
|
30 September |
|
|
2022 |
|
|
£'000 |
|
Cash and cash equivalents: |
|
|
HSBC Bank plc - Current Account |
4,283 |
|
HSBC Bank plc - Liquidity Fund |
30,043 |
|
Total cash and cash equivalents |
34,326 |
17. Financial instruments
Financial instruments by category
The Company held the following financial instruments at 30 September 2022. There have been no transfers of financial instruments between levels of the fair value hierarchy. There are no non-recurring fair value measurements.
|
|
|
Financial |
Financial |
Financial |
|
|
|
|
assets held |
assets at fair |
liabilities |
|
|
|
Cash and bank |
at amortised |
value through |
at amortised |
|
|
|
balances |
cost |
profit or loss |
cost |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Non-current assets |
|
|
|
|
|
|
Investments at fair value through profit or loss (Level 3) |
- |
- |
146,291 |
- |
146,291 |
|
Current assets |
|
|
|
|
|
|
Trade and other receivables |
- |
852 |
- |
- |
852 |
|
Cash and cash equivalents |
34,326 |
- |
- |
- |
34,326 |
|
Total financial assets |
34,326 |
852 |
146,291 |
- |
181,469 |
|
Current liabilities |
|
|
|
|
|
|
Trade and other payables |
- |
- |
- |
(886) |
(886) |
|
Total financial liabilities |
- |
- |
- |
(886) |
(886) |
|
Net financial instruments |
34,326 |
852 |
146,291 |
(886) |
180,583 |
The Company holds its portfolio of assets at fair value. These assets are held through the Company's underlying subsidiaries/intermediate holding companies ("the Group"). The assets in the Group are valued in accordance with RICS Valuation - Global Standards July 2017 (the "Red Book") methodology, with inspections conducted by an independent valuer ("Savills") at the end of the period.
Savills' fair value assessment of the assets has been completed on a comparable basis by looking at recent transactions of similar assets, to assess current market value, outlined in note 10. As a management review control, the Investment Manager applies discounted cash flow approach ("DCF") to value the assets, to provide a precision level for validation of the fair value presented by Savills. Whilst the two methodologies differ, the Investment Manager has recorded an immaterial difference between the respective portfolio valuation results in both the interim period and the year-end period.
The Directors consider the DCF methodology used by the Investment Manager to validate the Red Book valuation to be appropriate. The Board and Investment Manager annually review the valuation inputs and, where possible, make use of observable market data to ensure valuations reflect fair value of the assets. A broad range of assumptions are used in the valuation which are based on long-term forecasts and are not affected by short-term fluctuations in inputs, be it economic or operational.
For management control purposes of comparing the two valuations on a like for like basis, neither the DCF valuation nor RICS valuation conducted by Savills include explicit recognition of Verified Carbon ("VC") value. The Manager has therefore calculated an estimated value on the progress made on obtaining the rights to PIUs as to date no PIUs have been authorised by the Woodland Trust.
Sensitivity analysis of the portfolio
The sensitivity of the portfolio to changes in mature forestry asset valuation is as follows:
The portfolio valuation of mature forestry and afforestation assets is based on the RICS Red Book valuation approach. The Directors consider the Red Book market value of the assets which is a combination of several factors, including timber growth rates, weighted age distribution and yield class to be the most important unobservable input underpinning the valuation methodology described on page 47. The Directors believe that the provision of market value sensitivity analysis of mature forestry, afforestation and mixed forestry and afforestation assets is appropriate to align with the Company's portfolio composition.
Mature forestry asset valuation
The sensitivity of the portfolio to changes in mature forestry asset valuation is as follows:
The independent valuer conducts inspections of all mature forestry assets on a semi-annual basis, then provides a valuation based on RICS methodology. The base case used for forestry asset value as at 30 September 2022 was £72.6 million. Due to this asset class forming significantly more than 10% of the current portfolio valuation, this was deemed an appropriate sensitivity to sample.
|
|
Changes |
Changes |
|
|
in portfolio |
in NAV |
|
Forestry assets sensitivity |
valuation |
per share |
|
Forestry assets value increases by 10% |
+£7.25m/+4.0% |
+4.2p |
|
Forestry assets value decreases by 10% |
-£7.25m/-4.0% |
-4.2p |
Afforestation asset valuation
The sensitivity of the portfolio to changes in afforestation asset valuation is as follows:
The independent valuer conducts inspections of all afforestation assets on a semi-annual basis, then provides a valuation based on RICS methodology. The base case used for afforestation asset value as at 30 September 2022 was £52.1 million. Due to this asset class forming more than 10% of the current portfolio valuation, this was deemed an appropriate sensitivity to sample.
|
|
Changes |
Changes |
|
|
in portfolio |
in NAV |
|
Afforestation assets sensitivity |
valuation |
per share |
|
Afforestation assets value increases by 10% |
+£5.21m/+2.9% |
+3.0p |
|
Afforestation assets value decreases by 10% |
-£5.21m/-2.9% |
-3.0p |
Mixed forestry and afforestation asset valuation
The sensitivity of the portfolio to changes in mixed forestry and afforestation asset valuation is as follows:
The independent valuer conducts inspections of all mixed assets on a semi-annual basis, then provides a valuation based on RICS methodology. The base case used for the asset value of mixed forestry and afforestation assets as at 30 September 2022 was £14.7 million. Due to this asset class forming more than 10% of the current portfolio valuation, this was deemed an appropriate sensitivity to sample.
|
|
Changes |
Changes |
|
|
in portfolio |
in NAV |
|
Mixed forestry and afforestation assets sensitivity |
valuation |
per share |
|
Mixed assets value increases by 10% |
+£1.47m/+0.8% |
+0.9p |
|
Mixed assets value decreases by 10% |
-£1.47m/-0.8% |
-0.9p |
Non-core asset valuation
Due to the relatively small size of the non-core assets in the Company's valuation, the sensitivity to movement in this part of the portfolio is deemed immaterial, so no sensitivity analysis has been conducted.
Capital risk management
Capital management
The Group, which comprises the Company and its non-consolidated subsidiaries, manages its capital to ensure that it will be able to continue as a going concern while maximising the return to Shareholders through the optimisation of the debt and equity balances. The capital structure of the Group principally consists of the share capital account and retained earnings as detailed in notes 13 and 14. The Group aims to deliver its objective by investing available cash and using leverage whilst maintaining sufficient liquidity to meet ongoing expenses.
Gearing ratio
The Company's Investment Manager reviews the capital structure of the Company and the Group on a semi-annual basis. The Company and its subsidiaries intend to make prudent use of leverage for financing acquisitions of investments and working capital purposes. Under the Company's Articles, and in accordance with the Company's investment policy, the Company's outstanding borrowings, excluding the debts of underlying assets, will be limited to 30% of the Company's Net Asset Value.
As at 30 September 2022, the Company had no outstanding debt. The Company's subsidiary FSFC Holdings 2 Limited has a £30.0 million Revolving Credit Facility, which was undrawn at 30 September 2022.
Financial risk management
The Group's activities expose it to a variety of financial risks: capital risk, liquidity risk, market risk (including interest rate risk, inflation risk and power price risk) and credit risk. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance.
For the Company and the intermediate holding companies, financial risks are managed by the Investment Manager, which operates within the Board-approved policies. All risks continue to be managed by the Investment Manager. The various types of financial risk are managed as follows:
Financial risk management - Company only
The Company accounts for its investments in its subsidiaries at fair value. Accordingly, to the extent there are changes as a result of the risks set out below, these may impact the fair value of the Company's investments.
Capital risk
The Company has implemented an efficient financing structure that enables it to manage its capital effectively. The Company's capital structure comprises equity only (refer to the statement of changes in equity). As at 30 September 2022, the Company had no recourse to debt, although as set out above, the Company's subsidiary FSFC Holdings Limited is a guarantor for the Revolving Credit Facility of FSFC Holdings 2 Limited.
Liquidity risk
The Directors monitor the Company's liquidity requirements to ensure there is sufficient cash to meet the Company's operating needs. The Company's liquidity management policy involves projecting cash flows and forecasting the level of liquid assets necessary to meet these. Due to the nature of its investments, the timing of cash outflows is reasonably predictable and, therefore, is not a major risk to the Company. The Company was in a net cash position and had no outstanding debt at the balance sheet date.
Market risk - foreign currency exchange rate risk
All the cash flows and investments are denominated in pounds sterling.
Financial risk management - Company and non-consolidated subsidiaries
The following risks impact the Company's subsidiaries and in turn may impact the fair value of investments held by the Company.
Market risk - interest rate risk
Interest rate risk arises in the Company's subsidiaries on the Revolving Credit Facility borrowings and floating rate deposits. Borrowings issued at variable rates expose those entities to variability of interest payment cash flows. Interest rate hedging may be carried out to seek to provide protection against increasing costs of servicing debt drawn down by the holding company as part of its Revolving Credit Facility. This may involve the use of interest rate derivatives and similar derivative instruments.
Each investment hedges their interest rate risk at the inception of a project. This will either be done by issuing fixed rate debt or variable rate debt which will be swapped into fixed rate by the use of interest rate swaps.
Market risk - inflation risk
Some of the Company's investments will have part of their revenue and some of their costs linked to a specific inflation index at inception of the project. In most cases this creates a natural hedge, meaning a derivative does not need to be entered into in order to mitigate inflation risk.
Market risk - timber price risk
Timber revenue forms a significant majority of forecasted revenues for the Company's investments. Whilst projections suggest a steady income flow through the sale of timber, there is a risk that timber prices will drop due to market forces and minimise the revenues the Fund will receive. This risk is mitigated by the ability of the Company and underlying investments to sustain its liquidity, even in the event of withholding from timber sales, given sub - optimal pricing.
Credit risk
Credit risk is the risk that a counterparty of the Company or its subsidiaries will default on its contractual obligations it entered into with the Company or its subsidiaries. Credit risk arises from cash and cash equivalents, derivative financial instruments and deposits with banks and financial institutions, as well as credit exposures to customers.
The Company and its subsidiaries place cash in authorised deposit takers and is therefore potentially at risk from the failure of such institutions. In respect of credit risk arising from other financial assets and liabilities, which mainly comprise of cash and cash equivalents, exposure to credit risk arises from default of the counterparty with a maximum exposure equal to the carrying amounts of these instruments. In order to mitigate such risks, cash is maintained with major international financial institutions. During the year and at the reporting date, the Company maintained relationships with HSBC Bank plc.
|
|
Moody's |
30 September |
|
|
credit |
2022 |
|
|
rating |
£'000 |
|
HSBC Bank plc |
P1 |
34,326 |
|
Total cash and cash equivalents |
|
34,326 |
18. Subsidiaries
The following subsidiaries have not been consolidated in these financial statements as a result of applying the requirements of "Investment Entities: Applying the Consolidation Exception (Amendments to IFRS 10)". The Company is not contractually obligated to provide financial support to the subsidiaries and there are no restrictions in place in passing monies up the structure.
|
Name |
Direct or indirect holding |
Country of incorporation |
Registered address |
Principal activity |
Proportion of shares and voting rights held |
|
FSFC Holdings Limited |
Direct |
UK |
C/O Foresight Group LLP, The Shard, 32 London Bridge Street, London, England, SE1 9SG |
Holding company |
100% |
|
FSFC Holdings 2 Limited |
Indirect |
UK |
C/O Foresight Group LLP, The Shard, 32 London Bridge Street, London, England, SE1 9SG |
Holding company |
100% |
|
FSFC Company 1 Limited |
Indirect |
UK |
C/O Foresight Group LLP, The Shard, 32 London Bridge Street, London, England, SE1 9SG |
SPV |
100% |
|
Blackmead Forestry Limited |
Indirect |
UK |
C/O Foresight Group LLP, The Shard, 32 London Bridge Street, London, England, SE1 9SG |
SPV |
100% |
|
Blackmead Forestry II Limited |
Indirect |
UK |
C/O Foresight Group LLP, The Shard, 32 London Bridge Street, London, England, SE1 9SG |
SPV |
100% |
|
Coull Forestry Limited |
Indirect |
UK |
C/O Foresight Group LLP, The Shard, 32 London Bridge Street, London, England, SE1 9SG |
SPV |
100% |
|
Fordie Estates Limited |
Indirect |
UK |
C/O Foresight Group LLP, Clarence House, 133 George Street, Edinburgh, Scotland, EH2 4JS |
SPV |
100% |
19. Employees and Directors
The Company is governed by an independent and non-executive Board of Directors. There are four Non-Executive Directors. Please refer to the Directors' remuneration report, for details as to Directors' emoluments.
20. Contingencies and commitments
The Company has no guarantees or significant capital commitments as at 30 September 2022.
21. Events after the balance sheet date
The Directors have evaluated the need for disclosures and/or adjustments resulting from post balance sheet events through to the date the financial statements were available to be issued. These include:
|
· |
On 12 October 2022, the acquisition of a stocked UK forestry project (Bogbain Wood) for £1 million was completed |
|
· |
On 17 October 2022, the acquisition of an afforestation project (Auchentaggart) for £1.6 million was completed |
|
· |
On 31 October 2022, the acquisition of an afforestation project (Burnside) for £1.7 million was completed |
There are no other significant events since the period end which would require to be disclosed. There were no adjusting post balance sheet events and as such no adjustments have been made to the valuation of assets and liabilities as at 30 September.
22. Related party transactions
Following admission of the Ordinary Shares (refer to note 13), the Company and the Directors are not aware of any person who, directly or indirectly, jointly, or severally, exercises or could exercise control over the Company. The Company does not have an ultimate controlling party.
The transactions between the Company and its subsidiaries which are related parties of the Company and fair values are disclosed in note 10. Details of transactions between the Company and related parties are disclosed below.
This note also details the terms of the Company's engagement with Foresight Group LLP, the Investment Manager.
Transactions with the Investment Manager
The Investment Manager, Foresight Group LLP, is entitled to a base fee on the following basis:
|
(a) |
0.85% per annum of the Net Asset Value of the Fund up to and including £500.0 million |
|
(b) |
0.75% per annum of the Net Asset Value of the Fund in excess of £500.0 million |
The investment management fees incurred during the period to 30 September 2022 were £1,071,310, of which £384,092 remained unpaid as at 30 September 2022.
Additionally, the Company incurred fees during the period to 30 September 2022 of £103,813, which related to Administration services provided by the Investment Manager, in its capacity as Administrator for the Company.
Seed asset acquisition
As mentioned in the Company's Prospectus dated 28 October 2021, FSF had entered into an option agreement to acquire from Blackmead Infrastructure Limited, a company within the Foresight Inheritance Tax Solutions, a seed asset portfolio of c.11,000 hectares of forestry and afforestation assets in the UK. This seed asset acquisition represented a conflict of interest as the Investment Manager provided investment management services to both the Company and FITF.
The Investment Manager implemented its conflict management policy as part of its process to mitigate the identified conflict, including: disclosures of the relevant conflicts to the independent boards of both FSF and FITF; due care was taken to keep the buy side and sell side of the investment team separate; appointment of independent external legal advisers; and a fairness opinion, addressed to the Company on the valuation of the assets to be acquired, was sought from an independent expert.
Other transactions with related parties
The amount incurred in respect of Directors' fees during the period to 30 September 2022 was £143,750. The Directors also received 47,500 in relation to activities prior to IPO. These amounts had been fully paid as at 30 September 2022. The amounts paid to individual Directors were as follows:
|
|
|
Pre-IPO |
|
|
|
fees |
expenses |
Total |
|
Director |
£ |
£ |
£ |
|
Richard Davidson (Chair) |
45,000 |
15,000 |
60,000 |
|
Sarika Patel |
37,500 |
12,500 |
50,000 |
|
Christopher Sutton |
30,000 |
10,000 |
40,000 |
|
Josephine Bush |
31,250 |
10,000 |
41,250 |
|
Total |
143,750 |
47,500 |
191,250 |
The Directors held the following shares in the Company:
|
|
|
% of issued |
|
|
Number of |
Ordinary |
|
|
Ordinary |
Share |
|
Director/PDMR/PCA |
Shares |
capital |
|
Richard Davidson (Chair) |
100,000 |
0.06 |
|
Sarika Patel |
24,000 |
0.01 |
|
Christopher Sutton |
25,000 |
0.01 |
|
Josephine Bush |
19,000 |
0.01 |
The above transactions were undertaken on an arm's length basis.
ALTERNATIVE PERFORMANCE MEASURES ("APM s ")
|
APM |
Purpose |
Calculation |
|
Gross Asset Value ("GAV") |
A measure of the value of the Company's total assets. |
The sum of net assets of the Company as shown on the Statement of Financial Position and the total debt of the Group, which currently comprises only of the RCF. |
|
Net Asset Value per share |
Allows investors to gauge whether shares are trading at a premium or a discount by comparing the Net Asset Value per share with the share price. |
The net assets divided by the number of Ordinary Shares in issuance. |
|
Total NAV return since IPO |
A measure of financial performance, indicating the movement of the value of the Fund since IPO and expressed as a percentage. |
Closing NAV per share as at 30 September 2022 plus all dividends since IPO assumed reinvested, divided by the NAV at IPO, to the power of 1 over the number of years since IPO, expressed as a percentage. |
|
Market capitalisation |
Provides an indication of the size of the Company. |
Closing share price as at 30 September 2022 multiplied by the closing number of Ordinary Shares in issuance. |
|
Ongoing charges |
A measure, expressed as a percentage of average net assets, of the regular, recurring annual costs of running the Company per Ordinary Share. |
Calculated and disclosed in accordance with the AIC methodology. Annualised expenses divided by average NAV. |
COMPANY SUMMARY
Below are the Company key facts, advisers and other information.
Company information
Foresight Sustainable Forestry Company Plc ("FSF") is the first and only UK listed investment trust focused on UK forestry, afforestation and natural capital (registered number 13594181) with a premium listing on the London Stock Exchange.
Registered address
The Shard, 32 London Bridge Street, London, SE1 9SG
Ticker/SEDOL
GB00BMDPKM71
Company year end
30 September
Investment Manager, Company Secretary and Administrator
Foresight Group LLP, No OC300878, registered in England and Wales and authorised and regulated by the Financial Conduct Authority
Market capitalisation
£182.4 million at 30 September 2022
Investment Manager fees
0.85% per annum of the NAV up to £500 million, falling to 0.75% per annum of NAV in excess of £500 million.
ISA, PEP and SIPP status
The Ordinary Shares are eligible for inclusion in PEPs and ISAs (subject to applicable subscription limits) provided that they have been acquired in the market, and they are permissible assets for SIPPs.
AIFMD status
The Company is classed as an externally managed Alternative Investment Fund under the Alternative Investment Fund Managers Regulations 2013 and the European Union's Alternative Investment Fund Managers Directive.
Non-mainstream pooled investment status
Approved UK Investment Trust subject to the Company continuing to meet the eligibility conditions in Section 1158 of the Corporation Taxes Act 2010 and the ongoing requirements for approved companies in Chapter 3 of Part 2 Investment Trust (Approved Company) (Tax) Regulations 2011 (Statutory Instrument 2011/2999).
FATCA
The Company has registered for FATCA and has a GIIN number 191P2V.99999.SL.826
Investment policy
The Company's investment policy is set out above.
Website
https://fsfc.foresightgroup.eu/
NOTICE OF ANNUAL GENERAL MEETING
23 FEBRUARY 2023
Notice is hereby given that the Annual General Meeting of Foresight Sustainable Forestry Company plc ("the Company") will be held on 23 February 2023 at 1.00 pm at the offices of Foresight Group, The Shard, 32 London Bridge Street, London, SE1 9SG for the purpose of considering and, if thought fit, passing the following resolutions, of which resolutions 1 to 10 will be proposed as ordinary resolutions and resolutions 11 and 13 will be proposed as special resolutions.
Ordinary Resolutions
Resolution One
To receive the Annual Report and Accounts of the Company for the year ended 30 September 2022.
Resolution Two
To approve the Directors' Remuneration Policy included in the Annual Report for the year ended 30 September 2022.
Resolution Three
To approve the Directors' Remuneration Report included in the Annual Report for the year ended 30 September 2022.
Resolution Four
To elect Richard Davidson as a Director of the Company.
Resolution Five
To elect Sarika Patel as a Director of the Company.
Resolution Six
To elect Christopher Sutton as a Director of the Company.
Resolution Seven
To elect Josephine Bush as a Director of the Company.
Resolution Eight
To appoint Ernst & Young LLP as auditor to the Company.
Resolution Nine
To authorise the Directors to fix the auditor's remuneration until the conclusion of the next Annual General Meeting of the Company.
Resolution Ten
That, in addition to all existing authorities, the Directors be generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the "Act") to allot shares in the Company, or to grant rights to subscribe for or convert any security into shares in the Company, up to an aggregate nominal amount of £172,056.08 or, if less, the aggregate nominal amount equal to 10% of the nominal value of the issued ordinary share capital of the Company (excluding treasury shares) immediately prior to the passing of this resolution). The authority given by this resolution 10 shall, unless renewed, varied or revoked by the Company, expire on the conclusion of the next Annual General Meeting of the Company or, if earlier, upon the expiry of 15 months from the date of passing of this resolution, save that the Company may, before such expiry, make any offer or enter into an agreement which would or might require shares to be allotted or rights to subscribe for or convert any security into shares to be granted in pursuance of such an offer or agreement as if such authority had not expired.
Special Resolutions
Resolution Eleven
That, in addition to all existing authorities and subject to the passing of resolution 10, the Directors be and are empowered pursuant to sections 570 and 573 of the Act to allot equity securities (within the meaning of section 560(1) of that Act) for cash either pursuant to the authority conferred by resolution 10 or by way of sale of treasury shares as if section 561(1) of that Act did not apply to any such allotment or sale, provided that this power shall be limited to the allotment and/or sale of equity securities with an aggregate nominal value of up to £172,056.08 or, if less, the aggregate nominal amount equal to 10% of the nominal value of the issued ordinary share capital of the Company immediately prior to the passing of this resolution. This authority will expire at the conclusion of the next Annual General Meeting of the Company or, if earlier, upon the expiry of 15 months from the date of passing of this resolution, save that the Company may, before such expiry, make any offer or enter into an agreement which would or might require the allotment and/or sale from treasury of equity securities in the Company in pursuance of such an offer or agreement as if such authority had not expired.
Resolution Twelve
That the Company be generally and unconditionally authorised in accordance with section 701 of the Act to make market purchases (within the meaning of section 693(4) of the Act) of its ordinary shares of £0.01 each ("Ordinary Shares"), provided that:
|
(i) |
the aggregate number of shares to be purchased shall not exceed 25,791,205 Ordinary Shares or, if lower, such number of shares rounded down to the nearest whole share as shall equal 14.99]% of the Company's ordinary share capital in issue (excluding treasury shares) at the date of passing this resolution; |
|
(ii) |
the minimum price (excluding any expenses) which may be paid for an Ordinary share is 1 penny (the nominal value thereof); |
|
(iii) |
the maximum price (excluding any expenses) which may be paid for an Ordinary Share is the higher of (1) an amount equal to 105% of the average of the middle market quotations for the Ordinary Shares taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the Ordinary Shares are contracted to be purchased, and (2) the higher of (a) the price of the last independent trade and (b) the highest current independent bid for any number of Ordinary Shares on the trading venue where the purchase is carried out; |
|
(iv) |
the authority conferred by this resolution shall expire on the conclusion of the next Annual General Meeting of the Company unless such authority is renewed prior to such time; |
|
(v) |
the Company may make a contract to purchase Ordinary Shares under the authority conferred by this resolution prior to the expiry of such authority which will or may be executed wholly or partly after the expiration of such authority and may make a purchase of Ordinary Shares pursuant to such contract; and |
|
(vi) |
any Ordinary Shares bought back under this authority hereby granted may, at the discretion of the Directors, be cancelled or held in treasury and, if held in treasury, may be resold from treasury or cancelled at the discretion of the Directors. |
Resolution Thirteen
That, a general meeting, other than an AGM, may be called on not less than 14 clear days' notice.
By order of the Board
Foresight Group LLP
Company Secretary
14 December 2022
Registered office:
The Shard
32 London Bridge Street
London
SE1 9SG
Notes:
|
1 |
No Director has a service contract with the Company. Directors' appointment letters with the Company will be available for inspection at the registered office of the Company until the time of the meeting and from 15 minutes before the meeting at the location of the meeting, as well as at the meeting. |
|
|
2. |
To be entitled to attend and vote at the meeting (and for the purposes of the determination by the Company of the votes they may cast), members must be registered in the register of members of the Company (the "Register of Members") at 10.00 pm on 21 February 2023 (or, in the event of any adjournment, 10.00 pm on the date which is two (excluding non-business days) days before the time of the adjourned meeting). Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting. |
|
|
3. |
A member entitled to attend and vote at the meeting (in accordance with note 2 above) is entitled to appoint a proxy or proxies to attend, speak and vote on his or her behalf. A proxy need not also be a member but must attend the meeting to represent you. Details of how to appoint the chairman of the meeting or another person as your proxy using the form of proxy are set out in the notes on the form of proxy which is enclosed. If you wish your proxy to speak on your behalf at the meeting, you will need to appoint your own choice of proxy (not the chairman) and give your instructions directly to them. |
|
|
4. |
You may appoint more than one proxy, provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, (an) additional form(s) of proxy may be obtained by contacting Computershare Investor Services PLC on 0370 707 1231. Please indicate in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and returned together in the same envelope. |
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5. |
In the case of joint holders, only one need sign the form of proxy. The vote of the senior joint holder will be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority will be determined by the order in which the names of the joint holders appear in the Register of Members (the first named being the most senior). |
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6. |
A corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member provided that no more than one corporate representative exercises powers over the same share. |
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7. |
As at the publication of this notice, the Company's issued share capital was 172,056,075 Ordinary Shares, carrying one vote each. Therefore, the total voting rights in the Company as at the date of this notice is 172,056,075. |
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8. |
Any person to whom this notice is sent who is a person nominated under Section 146 of the Companies Act 2006 to enjoy information rights (a 'Nominated Person') may, under an agreement between him/her and the member by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
The statement of the rights of members in relation to the appointment of proxies in paragraphs 3 to 4 above does not apply to Nominated Persons. The rights described in those paragraphs can only be exercised by members of the Company. |
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9. |
Appointment of a proxy will not preclude a member from subsequently attending and voting at the meeting should he or she subsequently decide to do so. You can only appoint a proxy using the procedures set out in these notes and the notes to the form of proxy. |
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10. |
The Register of Directors' Interests will be available for inspection at the meeting. |
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11. |
Information regarding the meeting, including the information required by Section 311A of the Companies Act 2006, is available from www.foresightgroup.eu. |
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12. |
To be passed, ordinary resolutions require a majority in favour of the votes cast and special resolutions require a majority of not less than 75% of members who vote in person or by proxy at the meeting. On a vote by a show of hands, every holder of Ordinary Shares who, due to being an individual is present by a person or by proxy, or, due to being a corporation is present by a duly authorised representative (themselves not being a member), shall have one vote. On a poll vote, every holder of Ordinary Shares who is present in person, by proxy or by duly authorised representative, shall have one vote for every Ordinary Share held by him. |
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13. |
A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If you either select the "Discretionary" option or if no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting. |
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14. |
A form of proxy and reply paid envelope is enclosed. To be valid, it should be lodged with the Company's Registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY or the proxy must be registered electronically at www.investorcentre.co.uk/eproxy, in each case, so as to be received no later than 48 hours (excluding non-working days) before the time appointed for holding the meeting or any adjourned meeting. To vote electronically, you will be asked to provide your Control Number, Shareholder Reference Number and PIN which are detailed on your proxy form. This is the only acceptable means by which proxy instructions may be submitted electronically.
CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting (and any adjournment of the meeting) by following the procedures described in the CREST Manual (available via www.euroclear.com). CREST Personal Members or other CREST sponsored members (and those CREST members who have appointed a voting service provider) should refer to their CREST sponsor or voting service provider, who will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK & International Limited's (EUI) specifications and must contain the information required for such instructions, as described in the CREST Manual. The message (regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy) must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID 3RA50) by the latest time(s) for receipt of proxy appointments specified in Note 3 above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to a proxy appointed through CREST should be communicated to him by other means.
CREST members (and, where applicable, their CREST sponsors or voting service providers) should note that EUI does not take available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members (and, where applicable, their CREST sponsors or voting service providers) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
Proxymity Voting - if you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 1.00pm on 21 February 2023 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. |
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15. |
Under Section 319A of the Companies Act 2006, the Company must answer any question you ask relating to the business being dealt with at the meeting unless: |
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(a) |
answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information; |
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(b) |
the answer has already been given on a website in the form of an answer to a question; or |
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(c) |
it is undesirable in the interests of the Company or the good order of the meeting that the question be answered. |
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16. |
Pursuant to Chapter 5 of Part 16 of the Companies Act 2006 (Sections 527 to 531), where requested by a member or members meeting the qualification criteria the Company must publish on its website, a statement setting out any matter that such members propose to raise at the meeting relating to the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the meeting. Where the Company is required to publish such a statement on its website it may not require the members making the request to pay any expenses incurred by the Company in complying with the request, it must forward the statement to the Company's auditors no later than the time the statement is made available on the Company's website and the statement may be dealt with as part of the business of the meeting.
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GLOSSARY OF TERMS
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AIC |
The Association of Investment Companies |
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AIFMD |
Alternative investment fund management directive |
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AIFMs |
Alternative Investment Fund Managers |
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AIFs |
Alternative Investment Funds |
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APMs |
Alternative performance measures |
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Asset Manager |
The Company's underlying investments have appointed Foresight Group LLP, a subsidiary of Foresight Group CI, to act as Asset Manager |
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BIG |
Bioenergy Infrastructure Group |
|
Company |
Foresight Sustainable Forestry Company Plc |
|
Ernst & Young LLP |
Ernst & Young is the Company's auditor |
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ESG |
Environmental, Social and Governance |
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FITF |
Foresight Inheritance Tax Fund |
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Foresight |
Foresight Group LLP |
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FSC |
Foresight Sustainable Forestry Company Plc |
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FSF |
Foresight Sustainable Forestry Company Plc |
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Fund |
Foresight Sustainable Forestry Company Plc |
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GAV |
Gross Asset Value on Investment Basis including debt held at SPV level |
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H&S |
Health and safety |
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HMRC |
HM Revenue & Customs |
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IAS |
International Accounting Standard |
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IFRS |
International Financial Reporting Standards as adopted by the EU |
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Intermediate holding companies |
Companies within the Group which are used to invest in afforestation and forestry assets, namely FSFC Holdings Limited and FSFC Holdings 2 Limited |
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Investment Manager |
Foresight Group CI Limited |
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IPO |
Initial Public Offering |
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ITC |
Investment Trust Company |
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LSE |
London Stock Exchange |
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Main Market |
The main securities market of the London Stock Exchange |
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NAV |
Net Asset Value |
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PEFC |
Programme for the Endorsement of Forest Certification |
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Roundwood |
Small pieces of timber (about 5-15 cm, or 2-6 in. in diameter); small logs |
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RICS |
Royal Institution of Chartered Surveyors |
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S & ESG |
Sustainability and ESG |
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Savills |
Savills Advisory Services Limited |
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SDFR |
Sustainable Finance Disclosure Regulation |
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SDGs |
United Nations Sustainable Development Goal |
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SDR |
UK Green Taxonomy and UK Sustainable Disclosure Requirements |
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SORP |
Statement of Recommended Practice: Financial Statements of Investment Trust Companies and Venture Capital Trusts |
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SPV |
The Special Purpose Vehicles which hold the Company's investment portfolio of underlying operating assets |
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UK |
The United Kingdom of Great Britain and Northern Ireland |
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WCC |
UK Woodland Carbon Code |
ADVISERS
Investment Manager, Alternative Investment Fund Manager, Administrator and Company Secretary
Foresight Group LLP
The Shard
32 London Bridge Street
London
SE1 9SG
Registrar and Receiving Agent
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol
BS99 6AH
Depositary
NatWest Trustee and Depositary Services Limited
250 Bishopsgate
London
EC2M 4AA
Sponsor, Global Co-ordinator and Sole Bookrunner
Jefferies International Limited
Exchange House
Primrose Street
London
EC2A 2EG
Public Relations
Citigate Dewe Rogerson
3 London Wall Buildings
London
EC2M 5SY
Solicitors to the Company
Gowling WLG (UK) LLP
4 More London Riverside
London
SE1 2AU
Independent Auditor
Ernst & Young LLP
25 Churchill Place
London
E14 5EY
Valuation Adviser (independent valuer)
Savills Advisory Services Ltd
Earn House
Broxden Business Park
Perth
PH11 1RA
[ends]
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