Half Year Results, NAV & Dividend Announcement
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN.
26 July 2019
GREENCOAT UK WIND PLC (the "Company")
Half year results to 30 June 2019, Net Asset Value and Dividend Announcement
Greencoat UK Wind PLC is the leading listed renewable infrastructure fund, invested in UK wind farms. The Company's aim is to provide investors with an annual dividend that increases in line with RPI inflation while preserving the capital value of its investment portfolio in the long term on a real basis through reinvestment of excess cash flow and the prudent use of gearing.
Highlights
· The Group's investments generated 1,145GWh of electricity.
· Net cash generation (Group and wind farm SPVs) was £67.5 million.
· Acquisition of 3 further wind farms increased the portfolio to 35 operating wind farm investments, net generating capacity to 979MW and GAV to £2,443.1 million as at 30 June 2019.
· Acquisition of the 45MW Douglas West subsidy free wind farm project, expected to become operational in 2021.
· Issuance of further shares raising £505.7 million in the period.
· The Company declared total dividends of 3.47 pence per share with respect to the period.
· £575 million outstanding borrowings as at 30 June 2019, equivalent to 24 per cent of GAV.
Commenting on today's results, Tim Ingram, Chairman of Greencoat UK Wind, said:
"I am pleased to report another good first half performance, which reflects the continued delivery of our simple, low risk and proven strategy. The solid performance and cash generative nature of our portfolio has enabled us once more to increase our dividend in line with RPI whilst maintaining strong dividend cover.
"During the period we made three high quality investments, including a £452 million investment in Stronelairg and Dunmaglass wind farms and £145 million in Tom nan Clach, which have grown our generating capacity to 979MW. We were also pleased to raise over £500 million from existing and new shareholders, and we are grateful for their continued support.
"The pipeline of acquisitions remains healthy and with gearing at 24 per cent of GAV, we are well placed to take advantage of the attractive growth opportunities available to us."
NAV
The Company announces that its unaudited Net Asset Value as at 30 June 2019 is £1,868.1 million (123.2 pence per share). The Company's June 2019 Factsheet is available on the Company's website, www.greencoat-ukwind.com.
Dividend Announcement
The Company also announces a quarterly dividend of 1.735 pence per share in respect of the period from 1 April 2019 to 30 June 2019.
Dividend Timetable
Ex-dividend date: 8 August 2019
Record date: 9 August 2019
Payment date: 23 August 2019
Key Metrics
As at 30 June 2019:
|
Market Capitalisation |
£2,138.9 million |
|
Share price |
141.0 pence |
|
Dividends with respect to the period |
£47.8 million |
|
Dividends with respect to the period per share |
3.47 pence |
|
GAV |
£2,443.1 million |
|
NAV |
£1,868.1 million |
|
NAV per share |
123.2 pence |
Details of the conference call for analysts and investors:
There will be a conference call at 9.00am today for analysts and investors. To register for the event please notify Headland, either by email to ukwind@headlandconsultancy.com or by telephone on +44 (0)20 3805 4822.
Presentation materials will be posted on the Company's website, www.greencoat-ukwind.com, from 9.00am.
For further information, please contact:
Greencoat UK Wind PLC 020 7832 9400
Stephen Lilley
Laurence Fumagalli
Tom Rayner
Headland 020 3805 4822
Stephen Malthouse
Rob Walker
All capitalised terms are defined in the list of defined terms below unless separately defined.
Chairman's Statement
I am pleased to present the Half Year Report of Greencoat UK Wind PLC for the six months ended 30 June 2019.
Performance
Portfolio generation for the period was 9 per cent below budget at 1,145GWh, due to low wind speed, particularly in May. Power prices were also below budget. Despite this, dividend cover remained robust: net cash generated by the Group and wind farm SPVs was £67.5 million, providing cover of 1.7x dividends paid during the period, demonstrating the resilience of our operating model.
Dividends and Returns
The Company's aim is to provide investors with an attractive and sustainable dividend that increases in line with RPI inflation while preserving capital on a real basis. In line with our stated target of 6.94 pence per share for 2019, the Company has paid a quarterly dividend of 1.735 pence per share with respect to Q1 2019 and has declared a dividend of the same amount per share with respect to Q2 2019, giving a total of 3.47 pence per share for the period (compared to 3.38 pence per share for the first half of 2018). NAV per share increased in the period from 121.4 pence per share (ex-dividend) on 31 December 2018 to 121.5 pence per share (ex-dividend) on 30 June 2019.
Acquisitions and Equity Issuance
During the period, the Group invested £598 million in 3 operating wind farms, increasing net generating capacity to 979MW. In March, we completed our investment into the Stronelairg and Dunmaglass wind farms and in June, we completed our investment into Tom nan Clach, our first CFD wind farm. During the period, we also acquired our first subsidy free wind farm project: the 45MW Douglas West wind farm, which is to be constructed and is expected to become operational in July 2021.
In order to support the continuing growth of the Company, in February we issued 103 million new shares at 127 pence per share and in June we issued 282 million new shares at 133 pence per share, raising total gross proceeds of £506 million: both equity raisings were oversubscribed and NAV accretive.
Gearing
At the start of the period, Group borrowings amounted to £480 million (26 per cent of GAV). Following the acquisitions and equity issuance in the period, as at 30 June 2019 Group borrowings amounted to £575 million (24 per cent of GAV), of which £400 million was fixed rate term debt.
The Group will generally avoid using non-recourse debt at wind farm level and aims to keep overall Group level borrowings at a prudent level (the maximum is 40 per cent of GAV). Over the medium term we would expect gearing to be between 20 and 30 per cent of GAV.
Principal Risks and Uncertainties
As detailed in the Company's Annual Report to 31 December 2018, the principal risks and uncertainties affecting the Group are as follows:
· dependence on the Investment Manager;
· financing risk; and
· risk of investment returns becoming unattractive.
Also, as detailed in the Company's Annual Report to 31 December 2018, the principal risks and uncertainties affecting the investee companies are as follows:
· changes in government policy on renewable energy;
· a decline in the market price of electricity;
· risk of low wind resource;
· lower than expected life span of the wind turbines; and
· health and safety and the environment.
Further information in relation to these principal risks and uncertainties, which are unchanged from 31 December 2018 and remain the most likely to affect the Group in the second half of the year, may be found on pages 5 to 7 of the Company's Annual Report for the year ended 31 December 2018.
Outlook
In 2018, over 30 per cent of the UK's electricity demand was supplied by renewables, with wind being the largest contributor at 17 per cent. In June, the UK parliament adopted a net zero emissions target for 2050, going further than previous legislation, which mandated 80 per cent emission reductions by 2050. The target is to have installed 30GW of total offshore wind capacity by 2030 (up from 8GW today).
The Company is therefore investing in a mature and growing market, and the Board believes that there should continue to be further opportunities for investments that are beneficial to shareholders. Nonetheless, the Company will continue to maintain a strictly disciplined approach to acquisitions, only investing when it is considered to be in the interests of shareholders to do so.
The Board and Governance
Following an external search process, and as part of our Board succession planning, we were pleased to announce that Lucinda Riches was joining the Board as a non-executive Director from 1 May 2019. I am confident that her equity capital markets and varied non-executive director experiences will make a valuable contribution to the Company.
On 9 July 2019, we also announced that Dan Badger would be retiring from the Board with effect from 31 July 2019. We thank him for his services since his appointment in 2013.
Tim Ingram
Chairman
25 July 2019
Investment Manager's Report
Investment Portfolio
Operating portfolio as at 30 June 2019:
|
Wind Farm |
Turbines |
Operator |
PPA |
Total MW |
Ownership Stake |
Net MW |
|
|
Bicker Fen |
Senvion |
EDF |
EDF |
26.7 |
80% |
21.3 |
|
|
Bin Mountain |
GE |
SSE |
SSE |
9.0 |
100% |
9.0 |
|
|
Bishopthorpe |
Senvion |
BayWa |
Axpo |
16.4 |
100% |
16.4 |
|
|
Braes of Doune |
Vestas |
DNV-GL |
Centrica |
72.0 |
50% |
36.0 |
|
|
Brockaghboy |
Nordex |
SSE |
SSE |
47.5 |
100% |
47.5 |
|
|
Carcant |
Siemens |
DNV-GL |
SSE |
6.0 |
100% |
6.0 |
|
|
Church Hill |
Enercon |
Energia |
Energia |
18.4 |
100% |
18.4 |
|
|
Clyde |
Siemens |
SSE |
SSE |
522.4 |
28.2% |
147.3 |
|
|
Corriegarth |
Enercon |
Wind Prospect |
Centrica |
69.5 |
100% |
69.5 |
|
|
Cotton Farm |
Senvion |
BayWa |
Sainsbury's |
16.4 |
100% |
16.4 |
|
|
Crighshane |
Enercon |
Energia |
Energia |
32.2 |
100% |
32.2 |
|
|
Deeping St. Nicholas |
Senvion |
EDF |
EDF |
16.4 |
80% |
13.1 |
|
|
Drone Hill |
Nordex |
BayWa |
Statkraft |
28.6 |
51.6% |
14.8 |
|
|
Dunmaglass |
Vestas |
SSE |
SSE |
94.0 |
35.5% |
33.4 |
|
|
Earl's Hall Farm |
Senvion |
BayWa |
Sainsbury's |
10.3 |
100% |
10.3 |
|
|
Glass Moor |
Senvion |
EDF |
EDF |
16.4 |
80% |
13.1 |
|
|
Kildrummy |
Enercon |
BayWa |
Sainsbury's |
18.4 |
100% |
18.4 |
|
|
Langhope Rig |
GE |
Natural Power |
Centrica |
16.0 |
100% |
16.0 |
|
|
Lindhurst |
Vestas |
RWE |
RWE |
9.0 |
49% |
4.4 |
|
|
Little Cheyne Court |
Nordex |
RWE |
RWE |
59.8 |
41% |
24.5 |
|
|
Maerdy |
Siemens |
DNV-GL |
Statkraft |
24.0 |
100% |
24.0 |
|
|
Middlemoor |
Vestas |
RWE |
RWE |
54.0 |
49% |
26.5 |
|
|
North Hoyle |
Vestas |
RWE |
RWE |
60.0 |
100% |
60.0 |
|
|
North Rhins |
Vestas |
DNV-GL |
E.ON |
22.0 |
51.6% |
11.4 |
|
|
Red House |
Senvion |
EDF |
EDF |
12.3 |
80% |
9.8 |
|
|
Red Tile |
Senvion |
EDF |
EDF |
24.6 |
80% |
19.7 |
|
|
Rhyl Flats |
Siemens |
RWE |
RWE |
90.0 |
24.95% |
22.5 |
|
|
Screggagh |
Nordex |
SSE |
Energia |
20.0 |
100% |
20.0 |
|
|
Sixpenny Wood |
Senvion |
BayWa |
Statkraft |
20.5 |
51.6% |
10.6 |
|
|
Slieve Divena |
Nordex |
SSE |
SSE |
30.0 |
100% |
30.0 |
|
|
Stronelairg |
Vestas |
SSE |
SSE |
227.7 |
35.5% |
80.9 |
|
|
Stroupster |
Enercon |
BayWa |
BT |
29.9 |
100% |
29.9 |
|
|
Tappaghan |
GE |
SSE |
SSE |
28.5 |
100% |
28.5 |
|
|
Tom nan Clach |
Vestas |
Natural Power |
CFD |
39.1 |
75% |
29.3 |
|
|
Yelvertoft |
Senvion |
BayWa |
Statkraft |
16.4 |
51.6% |
8.5 |
|
|
|
|
|
|
|
|
|
|
|
Total (1) |
|
|
|
|
|
979.4 |
(1) Numbers do not cast owing to rounding of (0.2)MW.
Portfolio Performance
Portfolio generation for the six months ended 30 June 2019 was 1,145GWh, 9 per cent below budget owing to low wind resource.
There were no major operational issues in the period.
On 9 April 2019, Senvion announced that it was entering self-administration. There are 10 wind farms with Senvion turbines in the portfolio (11 per cent by value). 5 are held in joint venture with EDF, where EDF performs the turbine operations and maintenance: Bicker Fen, Deeping St Nicholas, Glass Moor, Red House and Red Tile. For the other 5, Senvion performs the turbine operations and maintenance: Bishopthorpe, Cotton Farm, Earl's Hall Farm, Sixpenny Wood and Yelvertoft. We are in discussion with utilities and other third parties in relation to the potential provision of turbine operations and maintenance at these sites. We do not expect any material impact.
Health and Safety
There were no major incidents in the six months ended 30 June 2019.
Acquisitions
The following table lists investments in the six months ended 30 June 2019 (including acquisition costs, excluding acquired cash):
|
|
£m |
|
Stronelairg |
324.3 |
|
Dunmaglass |
128.3 |
|
Tom nan Clach |
145.6 |
|
Douglas West |
12.9 |
|
Total |
611.1 |
The Stronelairg and Dunmaglass acquisitions completed on 28 March 2019. The Group owns 35.5 per cent of the 227.7MW and 94MW wind farms in partnership with SSE (50.1 per cent) and a major UK pension fund (14.4 per cent), whose investment is also managed by the Investment Manager. The wind farms receive 0.9 ROCs per MWh.
On 18 June 2019, the Group invested a total of £145 million for a 75 per cent interest in the 39.1MW Tom nan Clach wind farm (£126 million) plus an additional loan investment (£19 million). Tom nan Clach sells its output under the CFD regime, which insulates the wind farm from power price risk for the first 15 years.
On 15 March 2019, the Group completed its acquisition of the 45MW Douglas West wind farm project. Operations are targeted to commence in July 2021. A total of £12.5 million has been invested in the project to date. Douglas West is the Group's first subsidy free investment.
Equity Issuance
In February 2019, the Company issued 103 million new shares at a price of 127 pence per share, raising gross proceeds of £131 million in an oversubscribed share placing.
In June 2019, the Company issued an initial tranche of 282 million new shares at a price of 133 pence per share, raising gross proceeds of £375 million under its 500 million share issuance programme announced in May 2019.
Gearing
As at 30 June 2019, the Group had £575 million of debt outstanding, equating to 24 per cent of GAV (limit 40 per cent).
Debt outstanding comprised term debt of £400 million (together with associated interest rate swaps) and £175 million drawn under the Group's revolving credit facility.
All borrowing is at Company level (no debt at wind farm level).
Financial Performance
Power prices during the period were below budget. The average N2EX Day Ahead auction price was £46.66/MWh.
Despite below budget generation and below budget power prices, dividend cover remained robust: net cash generated by the Group and wind farm SPVs was £67.5 million, providing cover of 1.7x dividends paid during the period.
Cash balances (Group and wind farm SPVs) increased by £7.2 million to £58.0 million over the period.
|
Group and wind farm SPV cashflows |
For the six months ended |
|
|
|
||
|
|
£'000 |
|
|
|
|
|
|
Net cash generation |
67,476 |
|
|
Dividends paid |
(40,553) |
|
|
|
|
|
|
Acquisitions (1) |
(608,472) |
|
|
Acquisition costs |
(2,537) |
|
|
|
|
|
|
Equity issuance |
505,742 |
|
|
Equity issuance costs |
(6,907) |
|
|
|
|
|
|
Net drawdown under debt facilities |
95,000 |
|
|
Upfront finance costs |
(2,565) |
|
|
|
|
|
|
Movement in cash (Group and wind farm SPVs) |
7,184 |
|
|
Opening cash balance (Group and wind farm SPVs) |
50,782 |
|
|
Closing cash balance (Group and wind farm SPVs) |
57,966 |
|
|
|
|
|
|
Net cash generation |
67,476 |
|
|
Dividends |
40,553 |
|
|
Dividend cover |
1.7 |
x |
(1) Excludes acquired cash.
The following 2 tables provide further detail in relation to net cash generation of £67.5 million:
|
Net Cash Generation - Breakdown |
For the six months ended |
|
|
£'000 |
|
Revenue |
122,983 |
|
Operating expenses |
(30,851) |
|
Tax |
(6,481) |
|
Wind farm cashflow |
85,651 |
|
|
|
|
Management fee |
(6,943) |
|
Operating expenses |
(747) |
|
Ongoing finance costs |
(9,404) |
|
Other |
1,350 |
|
Group cashflow |
(15,744) |
|
|
|
|
VAT (Group and wind farm SPVs) |
(2,431) |
|
Net cash generation |
67,476 |
|
Net Cash Generation - Reconciliation to Net Cash Flows from Operating Activities |
For the six months ended |
|
|
£'000 |
|
Net cash flows from operating activities (1) |
79,882 |
|
Movement in cash balances of wind farm SPVs (2) |
(3,002) |
|
Finance costs (1) |
(11,969) |
|
Upfront finance costs (cash) (3) |
2,565 |
|
Net cash generation |
67,476 |
(1) Consolidated Statement of Cash Flows.
(2) Note 8 to the Financial Statements (excludes acquired cash).
(3) £2,513k facility arrangement fees plus £34k professional fees (note 12 to the Financial Statements) plus £18k other finance costs payable at 31 December 2018 (note 11 to the Financial Statements).
Investment Performance
|
|
£'m |
|
NAV at 31 December 2018 |
1,392.8 |
|
Investment |
611.1 |
|
Movement in portfolio valuation |
(46.3) |
|
Movement in cash (Group and wind farm SPVs) |
7.2 |
|
Movement in other relevant assets / liabilities |
(1.7) |
|
Movement in Aggregate Group Debt |
(95.0) |
|
NAV at 30 June 2019 |
1,868.1 |
The decrease in the portfolio valuation of £46.3 million (approximately 3 pence per share) comprised approximately 1 pence depreciation and approximately 2 pence from adverse movements in the long term power price forecast.
A dividend of £19.1 million (1.69 pence per share) was paid in February 2019 with respect to the quarter ended 31 December 2018. Following the issuance of 103 million new shares in February 2019, a dividend of £21.4 million (1.735 pence per share) was paid in May 2019 with respect to the quarter ended 31 March 2019. Following the issuance of 282 million new shares in June 2019, a dividend of £26.3 million (1.735 pence per share) will be paid on 23 August 2019 with respect to the quarter ended 30 June 2019.
The share price as at 30 June 2019 was 141.0 pence, representing a 14.5 per cent premium to NAV.
Reconciliation of Statutory Net Assets to Reported NAV
|
|
As at |
As at |
|
|
|
£'000 |
£'000 |
|
|
Operating portfolio |
2,376,141 |
1,823,852 |
|
|
Construction portfolio |
12,566 |
- |
|
|
Cash (wind farm SPVs) |
54,527 |
47,355 |
|
|
Fair value of investments |
2,443,234 |
1,871,207 |
|
|
Cash (Group) |
3,439 |
3,427 |
|
|
Other relevant liabilities |
(3,557) |
(1,824) |
|
|
GAV |
2,443,116 |
1,872,810 |
|
|
Aggregate Group Debt |
(575,000) |
(480,000) |
|
|
NAV |
1,868,116 |
1,392,810 |
|
|
Reconciling items |
- |
- |
|
|
Statutory net assets |
1,868,116 |
1,392,810 |
|
|
|
|
|
|
|
Shares in issue |
1,516,927,700 |
1,131,449,780 |
|
|
NAV per share (pence) |
123.2 |
123.1 |
Outlook
There are currently 22GW of operating UK wind farms (14GW onshore plus 8GW offshore). In monetary terms, the secondary market for operating UK wind farms is approximately £60 billion. The Group currently has a market share of approximately 4 per cent. The average age of the portfolio is 4.8 years, compared with 4.9 years at listing in March 2013.
In June, the UK parliament adopted a net zero emissions target for 2050, going further than previous legislation, which mandated 80 per cent emission reductions by 2050. Decarbonisation of the electricity sector, primarily through renewable generation, will be critical to achieving this. The target is for 30GW of offshore wind capacity by 2030, supported by the CFD regime. We are also now seeing the development and construction of onshore wind farms on a subsidy free basis. We do not expect any material change to the Company's business as a result of the UK exiting the European Union.
The key value driver affecting operating UK wind farms is the wholesale power price. In general, independent forecasters expect the UK wholesale power price to rise in real terms, driven by higher gas and carbon prices. The long term power price forecast is updated each quarter and reflected in the reported NAV.
While it is anticipated that the majority of the Group's future investments will continue to be ROC wind farms, CFD and subsidy free wind farms provide diversified further pipeline opportunities. At all times, the Group will maintain a balanced portfolio, in line with the Company's investment objective.
In general, the outlook for the Group is very encouraging, with proven operational and financial performance from the existing portfolio combined with a healthy pipeline of attractive further investment opportunities.
Statement of Directors' Responsibilities
The Directors acknowledge responsibility for the interim results and approve this Half Year Report. The Directors confirm that to the best of their knowledge:
a) the condensed financial statements have been prepared in accordance with IAS 34 "Interim Financial Reporting" and give a true and fair view of the assets, liabilities and financial position and the profit of the Group as required by DTR 4.2.4R;
b) the interim management report, included within the Chairman's Statement and Investment Manager's Report, includes a fair review of the information required by DTR 4.2.7R, being the significant events of the first half of the year and the principal risks and uncertainties for the remaining six months of the year; and
c) the condensed financial statements include a fair review of the related party transactions, as required by DTR 4.2.8R.
The Responsibility Statement has been approved by the Board.
Tim Ingram
Chairman
25 July 2019
Condensed Consolidated Statement of Comprehensive Income (unaudited)
For the six months ended 30 June 2019
|
|
Note |
For the six months ended |
For the six months ended |
|
|
|
£'000 |
£'000 |
|
|
|
|
|
|
Return on investments |
3 |
40,077 |
75,471 |
|
Other income |
|
451 |
374 |
|
Total income and gains |
|
40,528 |
75,845 |
|
|
|
|
|
|
Operating expenses |
4 |
(9,379) |
(7,072) |
|
Investment acquisition costs |
|
(2,577) |
(1,347) |
|
Operating profit |
|
28,572 |
67,426 |
|
|
|
|
|
|
Finance expense |
12 |
(11,914) |
(5,585) |
|
|
|
|
|
|
Profit for the period before tax |
|
16,658 |
61,841 |
|
Tax credit |
5 |
- |
159 |
|
|
|
|
|
|
Profit for the period after tax |
|
16,658 |
62,000 |
|
|
|
|
|
|
Profit and total comprehensive income attributable to: |
|
|
|
|
Equity holders of the Company |
|
16,658 |
62,000 |
|
|
|
|
|
|
Earnings per share |
|
|
|
|
Basic and diluted earnings from continuing operations in the period (pence) |
6 |
1.34 |
5.90 |
The accompanying notes form an integral part of the financial statements.
Condensed Consolidated Statement of Financial Position (unaudited)
As at 30 June 2019
|
|
Note |
30 June 2019 |
31 December 2018 |
|
|
|
£'000 |
£'000 |
|
|
|
|
|
|
Non current assets |
|
|
|
|
Investments at fair value through profit or loss |
8 |
2,443,234 |
1,871,207 |
|
|
|
2,443,234 |
1,871,207 |
|
Current assets |
|
|
|
|
Receivables |
10 |
708 |
1,615 |
|
Cash and cash equivalents |
|
3,439 |
3,427 |
|
|
|
4,147 |
5,042 |
|
Current liabilities |
|
|
|
|
Payables |
11 |
(4,265) |
(3,439) |
|
Net current (liabilities)/assets |
|
(118) |
1,603 |
|
|
|
|
|
|
Non current liabilities |
|
|
|
|
Loans and borrowings |
12 |
(575,000) |
(480,000) |
|
|
|
|
|
|
Net assets |
|
1,868,116 |
1,392,810 |
|
|
|
|
|
|
Capital and reserves |
|
|
|
|
Called up share capital |
14 |
15,169 |
11,314 |
|
Share premium account |
14 |
1,441,557 |
946,211 |
|
Other distributable reserves |
|
- |
32,386 |
|
Retained earnings |
|
411,390 |
402,899 |
|
Total shareholders' funds |
|
1,868,116 |
1,392,810 |
|
Net assets per share (pence) |
15 |
123.2 |
123.1 |
Authorised for issue by the Board on 25 July 2019 and signed on its behalf by:
Tim Ingram Shonaid Jemmett-Page
Chairman Director
The accompanying notes form an integral part of the financial statements.
Condensed Consolidated Statement of Changes in Equity (unaudited)
For the six months ended 30 June 2019
|
For the six months ended |
Note |
Share capital |
Share premium |
Other distributable reserves |
Retained earnings |
Total |
|
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Opening net assets attributable to shareholders (1 January 2019) |
|
11,314 |
946,211 |
32,386 |
402,899 |
1,392,810 |
|
Issue of share capital |
14 |
3,855 |
502,637 |
- |
- |
506,492 |
|
Share issue costs |
14 |
- |
(7,291) |
- |
- |
(7,291) |
|
Profit and total comprehensive income for the period |
|
- |
- |
- |
16,658 |
16,658 |
|
Interim dividends paid in the period |
7 |
- |
- |
(32,386) |
(8,167) |
(40,553) |
|
|
|
|
|
|
|
|
|
Closing net assets attributable to shareholders |
|
15,169 |
1,441,557 |
- |
411,390 |
1,868,116 |
The total reserves distributable by way of a dividend as at 30 June 2019 were £294,303,816.
|
For the six months ended |
|
Share capital |
Share premium |
Other distributable reserves |
Retained earnings |
Total |
|
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Opening net assets attributable to shareholders (1 January 2018) |
|
10,285 |
828,526 |
104,711 |
200,518 |
1,144,040 |
|
Issue of share capital |
|
1,023 |
118,622 |
- |
- |
119,645 |
|
Share issue costs |
|
- |
(1,682) |
- |
- |
(1,682) |
|
Profit and total comprehensive income for the period |
|
- |
- |
- |
62,000 |
62,000 |
|
Interim dividends paid in the period |
|
- |
- |
(34,088) |
- |
(34,088) |
|
|
|
|
|
|
|
|
|
Closing net assets attributable to shareholders |
|
11,308 |
945,466 |
70,623 |
262,518 |
1,289,915 |
The total reserves distributable by way of a dividend as at 30 June 2018 were £277,949,908.
The accompanying notes form an integral part of the financial statements.
Condensed Consolidated Statement of Cash Flows (unaudited)
For the six months ended 30 June 2019
|
|
Note |
For the six months ended |
For the six months ended |
|
|
|
£'000 |
£'000 |
|
|
|
|
|
|
Net cash flows from operating activities |
16 |
79,882 |
60,743 |
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
Acquisition of investments |
|
(618,646) |
(277,737) |
|
Investment acquisition costs |
|
(2,537) |
(1,201) |
|
Repayment of shareholder loan investments |
8 |
- |
8,409 |
|
Net cash flows from investing activities |
|
(621,183) |
(270,529) |
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
Issue of share capital |
14 |
505,742 |
118,845 |
|
Payment of issue costs |
|
(6,907) |
(1,898) |
|
Amounts drawn down on loan facilities |
12 |
540,000 |
150,000 |
|
Amounts repaid on loan facilities |
12 |
(445,000) |
(20,000) |
|
Finance costs |
|
(11,969) |
(6,016) |
|
Dividends paid |
7 |
(40,553) |
(34,088) |
|
Net cash flows from financing activities |
|
541,313 |
206,843 |
|
|
|
|
|
|
Net increase/(decrease) in cash and cash equivalents during the period |
|
12 |
(2,943) |
|
|
|
|
|
|
Cash and cash equivalents at the beginning of the period |
|
3,427 |
5,922 |
|
|
|
|
|
|
Cash and cash equivalents at the end of the period |
|
3,439 |
2,979 |
The accompanying notes form an integral part of the financial statements.
Notes to the Unaudited Condensed Consolidated Financial Statements
For the six months ended 30 June 2019
1. Significant accounting policies
Basis of accounting
The condensed consolidated financial statements included in this Half Year Report have been prepared in accordance with IAS 34 "Interim Financial Reporting". The same accounting policies, presentation and methods of computation are followed in these condensed consolidated financial statements as were applied in the preparation of the Group's consolidated annual financial statements for the year ended 31 December 2018 and are expected to continue to apply in the Group's consolidated financial statements for the year ended 31 December 2019.
The Group's consolidated annual financial statements were prepared on the historic cost basis, as modified for the measurement of certain financial instruments at fair value through profit or loss, and in accordance with IFRS to the extent that they have been adopted by the EU and with those parts of the Companies Act 2006 applicable to companies under IFRS.
These condensed financial statements do not include all information and disclosures required in the annual financial statements and should be read in conjunction with the Group's consolidated annual financial statements for the year ended 31 December 2018. The audited annual accounts for the year ended 31 December 2018 have been delivered to the Registrar of Companies. The audit report thereon was unmodified.
Review
This Half Year Report has not been audited or reviewed by the Company's Auditor in accordance with the International Standards on Auditing (ISAs) (UK) or International Standard on Review Engagements (ISREs).
Going concern
After making enquiries, the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis of accounting in preparing the interim financial statements.
Segmental reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors, as a whole. The key measure of performance used by the Board to assess the Group's performance and to allocate resources is the total return on the Group's net assets, as calculated under IFRS, and therefore no reconciliation is required between the measure of profit or loss used by the Board and that contained in the financial statements. For management purposes, the Group is organised into one main operating segment, which invests in wind farm assets. All of the Group's income is generated within the UK. All of the Group's non-current assets are located in the UK.
Seasonal and cyclical variations
The Group's results do not vary significantly during reporting periods as a result of seasonal activity.
2. Investment management fees
Under the terms of the Investment Management Agreement, the Investment Manager is entitled to a combination of a Cash Fee and an Equity Element from the Company.
The Cash Fee and Equity Element are calculated quarterly in advance, as disclosed on page 56 of the Company's Annual Report for the year ended 31 December 2018.
Investment management fees paid or accrued in the period were as follows:
|
|
For the six months ended |
For the six months ended |
|
|
£'000 |
£'000 |
|
|
|
|
|
Cash Fee |
6,577 |
5,391 |
|
Equity Element |
750 |
750 |
|
|
7,327 |
6,141 |
As at 30 June 2019, total amounts payable to the Investment Manager were £nil (31 December 2018: £366,215).
3. Return on investments
|
|
For the six months ended |
For the six months ended |
|
|
£'000 |
£'000 |
|
|
|
|
|
Dividends received (note 17) |
83,070 |
64,059 |
|
Interest on shareholder loan investment received |
3,626 |
3,230 |
|
Unrealised movement in fair value of investments (note 8) |
(46,619) |
8,182 |
|
|
40,077 |
75,471 |
4. Operating expenses
|
|
For the six months ended |
For the six months ended |
|
|
£'000 |
£'000 |
|
|
|
|
|
Management fees (note 2) |
7,327 |
6,141 |
|
Group and SPV administration fees |
336 |
302 |
|
Non-executive Directors' fees |
129 |
117 |
|
Other expenses |
1,544 |
470 |
|
Fees to the Company's Auditor: |
|
|
|
for audit of the statutory financial statements |
39 |
38 |
|
for other audit related services |
4 |
4 |
|
|
9,379 |
7,072 |
The fees to the Company's Auditor includes £3,700 (30 June 2018: £3,700) payable in relation to a limited review of the Half Year Report and estimated accruals proportioned across the year for the audit of the statutory financial statements. During the period, BDO was paid £19,000 (30 June 2018: £nil) in relation to capital raises of the Company which was included in share issue costs.
5. Taxation
Taxable income during the period was offset by management expenses and the tax charge for the period ended 30 June 2019 is £nil (30 June 2018: £nil). The Group has tax losses carried forward available to offset against current and future profits as at 30 June 2019 of £20,826,514 (30 June 2018: £12,059,423).
During the period, £1,325,734 (30 June 2018: £1,169,209) was received as compensation for corporation tax losses surrendered by way of consortium relief from investee companies. This comprised £1,325,734 recognised as a receivable as at 31 December 2018 and £nil (30 June 2018: £158,516) recognised as a tax credit in the period.
6. Earnings per share
|
|
For the six months ended |
For the six months ended |
|
|
|
|
|
Profit attributable to equity holders of the Company - £'000 |
16,658 |
62,000 |
|
Weighted average number of ordinary shares in issue |
1,240,684,014 |
1,050,806,626 |
|
Basic and diluted earnings from continuing operations in the period (pence) |
1.34 |
5.90 |
Dilution of the earnings per share as a result of the Equity Element of the investment management fee as disclosed in note 2 does not have a material impact on the basic earnings per share.
7. Dividends declared with respect to the period
|
Interim dividends paid during the period ended 30 June 2019 |
Dividend per share |
Total dividend |
|
|
pence |
£'000 |
|
|
|
|
|
With respect to the quarter ended 31 December 2018 |
1.690 |
19,126 |
|
With respect to the quarter ended 31 March 2019 |
1.735 |
21,427 |
|
|
3.425 |
40,553 |
|
Interim dividends declared after 30 June 2019 and not accrued in the period |
Dividend per share |
Total dividend |
|
|
pence |
£'000 |
|
|
|
|
|
With respect to the quarter ended 30 June 2019 |
1.735 |
26,324 |
|
|
1.735 |
26,324 |
As disclosed in note 18, on 25 July 2019, the Board approved a dividend of 1.735 pence per share in relation to the quarter ended 30 June 2019, bringing the total dividends declared with respect to the period to 3.47 pence per share. The record date for the dividend is 9 August 2019 and the payment date is 23 August 2019.
8. Investments at fair value through profit or loss
|
For the period ended 30 June 2019 |
Loans |
Equity interest |
Total |
|
|
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
Opening balance |
145,105 |
1,726,102 |
1,871,207 |
|
Additions |
244,409 |
374,237 |
618,646 |
|
Restructure of shareholder loan investments (1) |
(71,503) |
71,503 |
- |
|
Unrealised movement in fair value of investments (note 3) |
1,523 |
(48,142) |
(46,619) |
|
|
319,534 |
2,123,700 |
2,443,234 |
(1) The Group's shareholder loan investment in Clyde was restructured during the period. The Group's net shareholder loan balance decreased by £71,503,017 and the Group was allotted and issued with 71,503,017 A shares of £1 each in the capital of Clyde.
|
For the period ended 30 June 2018 |
Loans |
Equity interest |
Total |
|
|
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
Opening balance |
114,559 |
1,291,165 |
1,405,724 |
|
Additions (1) |
45,945 |
231,751 |
277,696 |
|
Repayment of shareholder loan investments |
(8,409) |
- |
(8,409) |
|
Unrealised movement in fair value of investments (note 3) |
(935) |
9,117 |
8,182 |
|
|
151,160 |
1,532,033 |
1,683,193 |
(1) The loan addition includes capitalised interest of £1,015,958.
The unrealised movement in fair value of investments of the Group during the period was made up as follows:
|
|
For the six months ended |
For the six months ended |
|
|
£'000 |
£'000 |
|
|
|
|
|
Decrease in valuation of investments |
(46,285) |
(5,274) |
|
Repayment of shareholder loan investments (note 17) |
- |
8,409 |
|
Movement in cash balances of SPVs |
(3,002) |
3,700 |
|
Acquisition costs(1) |
2,668 |
1,347 |
|
|
(46,619) |
8,182 |
(1) Includes £91,000 in relation to Tom nan Clach recognised in the year ended 31 December 2018.
Fair value measurements
As disclosed on pages 60 and 61 of the Company's Annual Report for the year ended 31 December 2018, IFRS 13 "Fair Value Measurement" requires disclosure of fair value measurement by level. The level of fair value hierarchy within the financial assets or financial liabilities ranges from level 1 to level 3 and is determined on the basis of the lowest level input that is significant to the fair value measurement.
The fair value of the Group's investments is ultimately determined by the underlying fair values of the SPV investments. Due to their nature, they are always expected to be classified as level 3 as the investments are not traded and contain unobservable inputs. There have been no transfers between levels during the six months ended 30 June 2019.
Sensitivity analysis
The fair value of the Group's investments is £2,443,233,851 (31 December 2018: £1,871,207,321). The analysis below is provided in order to illustrate the sensitivity of the fair value of investments to an individual input, while all other variables remain constant. The Board considers these changes in inputs to be within reasonable expected ranges. This is not intended to imply the likelihood of change or that possible changes in value would be restricted to this range.
|
Input |
Base case |
Change in input |
Change in fair value of investments |
Change in NAV per share |
|
|
|
|
£'000 |
pence |
|
|
|
|
|
|
|
Discount rate |
7.9 per cent |
+ 0.5 per cent |
(83,317) |
(5.5) |
|
|
|
- 0.5 per cent |
88,529 |
5.8 |
|
|
|
|
|
|
|
Energy yield |
P50 |
10 year P90 |
(144,080) |
(9.5) |
|
|
|
10 year P10 |
144,047 |
9.5 |
|
|
|
|
|
|
|
Power price |
Forecast by leading consultant |
- 10 per cent |
(142,466) |
(9.4) |
|
|
+ 10 per cent |
141,964 |
9.4 |
|
|
|
|
|
|
|
|
Long term inflation rate |
3.0 per cent |
- 0.5 per cent |
(91,882) |
(6.1) |
|
|
+ 0.5 per cent |
97,305 |
6.4 |
|
|
|
|
|
|
|
|
Asset life |
30 years |
- 5 years |
(113,846) |
(7.5) |
|
|
|
+ 5 years |
88,282 |
5.8 |
|
|
|
|
|
|
The sensitivities above are assumed to be independent of each other. Combined sensitivities are not presented.
The base case discount rate is a blend of a lower discount rate for fixed cash flows and a higher discount rate for merchant cash flows. The underlying discount rates remain unchanged from 31 December 2018. The blend has reduced from 8.1 per cent to 7.9 per cent as a result of the acquisition of newer assets and a higher proportion of fixed cash flows.
9. Unconsolidated subsidiaries, associates and joint ventures
The following table shows subsidiaries of the Group acquired during the period. As the Company is regarded as an investment entity under IFRS, these subsidiaries have not been consolidated in the preparation of the financial statements:
|
Investment |
Place of business |
Ownership interest as at |
|
|
Breeze Bidco(1) |
Scotland |
100% |
|
|
Douglas West Holdco(2) |
Scotland |
100% |
|
|
Douglas West Wind Farm(2) |
Scotland |
100% |
|
|
Nanclach(1) |
Scotland |
75% |
|
|
Nanclach Holdco(1) |
Scotland |
75% |
|
|
Nanclach Midco(1) |
Scotland |
75% |
|
|
Dunmaglass Holdco(3) |
Scotland |
71.2% |
|
|
Stronelairg Holdco(4) |
Scotland |
71.2% |
(1) The Group's investment in Nanclach is held through Nanclach Holdco, which is held through Nanclach Midco, which is held through Breeze Bidco.
(2) The Group's investment in Douglas West Wind Farm is held through Douglas West Holdco.
(3) The Group holds 71.2 per cent of Dunmaglass Holdco, which owns 49.9 per cent of Dunmaglass Wind Farm, resulting in the Group holding a 35.5 per cent indirect investment in Dunmaglass Wind Farm.
(4) The Group holds 71.2 per cent of Stronelairg Holdco, which owns 49.9 per cent of Stronelairg Wind Farm, resulting in the Group holding a 35.5 per cent indirect investment in Stronelairg Wind Farm.
There are no other changes to the unconsolidated subsidiaries of the Group and there are no changes to the associates and joint ventures of the Group as disclosed on pages 62 and 63 of the Company's Annual Report for the year ended 31 December 2018.
Security deposits and guarantees provided during the period by the Group on behalf of its investments are as follows:
|
Provider of security |
Investment |
Beneficiary |
Nature |
Purpose |
Amount |
|
|
|
|
|
|
|
£'000 |
|
|
The Company |
Douglas West |
Vestas |
Guarantee |
Turbine supply |
27,022 |
|
|
The Company |
Tom nan Clach |
RBS |
Counter-indemnity |
Decommissioning |
1,348 |
|
|
Holdco |
Stronelairg |
SSE |
Guarantee |
Grid |
301 |
|
|
Holdco |
Dunmaglass |
SSE |
Guarantee |
Grid |
201 |
|
|
|
|
|
|
|
28,872 |
There are no other changes to security deposits and guarantees as disclosed on page 63 of the Company's Annual Report for the year ended 31 December 2018.
10. Receivables
|
|
30 June 2019 |
31 December 2018 |
|
|
£'000 |
£'000 |
|
|
|
|
|
VAT receivable |
604 |
125 |
|
Prepayments |
93 |
81 |
|
Other receivables |
11 |
83 |
|
Amounts due as consideration for investee company tax losses |
- |
1,326 |
|
|
708 |
1,615 |
11. Payables
|
|
30 June 2019 |
31 December 2018 |
|
|
£'000 |
£'000 |
|
|
|
|
|
Loan interest payable |
2,167 |
2,070 |
|
Commitment fee payable |
145 |
279 |
|
Other finance costs payable |
- |
18 |
|
VAT payable |
1,032 |
- |
|
Share issue costs payable |
384 |
- |
|
Acquisition costs payable |
303 |
263 |
|
Other payables |
234 |
443 |
|
Investment management fee payable |
- |
366 |
|
|
4,265 |
3,439 |
12. Loans and borrowings
|
|
30 June 2019 |
31 December 2018 |
|
|
£'000 |
£'000 |
|
|
|
|
|
Opening balance |
480,000 |
265,000 |
|
Revolving credit facility |
|
|
|
Drawdowns |
540,000 |
180,000 |
|
Repayments |
(445,000) |
(265,000) |
|
Term debt facilities |
|
|
|
Drawdowns |
- |
300,000 |
|
Closing balance |
575,000 |
480,000 |
|
|
For the six months ended |
For the six months ended |
|
|
£'000 |
£'000 |
|
|
|
|
|
Loan interest |
8,536 |
4,700 |
|
Facility arrangement fees |
2,513 |
550 |
|
Commitment fees |
761 |
240 |
|
Other facility fees |
70 |
70 |
|
Professional fees |
34 |
25 |
|
Finance expense |
11,914 |
5,585 |
The loan balance as at 30 June 2019 has not been adjusted to reflect amortised cost, as the amounts are not materially different from the outstanding balances.
On 1 February 2019, the Company amended and restated its revolving credit facility with RBS International, RBC and Santander comprising a £300 million tranche A facility with a refreshed 3 year tenor and a margin of 1.75 per cent per annum and a £225 million tranche B facility with a 1 year tenor and a margin of 1.50 per cent per annum. The Company repaid and cancelled tranche B of the revolving credit facility following the equity raise on 5 June 2019. The Company is obliged to pay a quarterly commitment fee of 0.65 per cent per annum under Tranche A of the revolving credit facility.
As at 30 June 2019, the balance of this facility was £175,000,000 (31 December 2018: £80,000,000), accrued interest was £213,574 (31 December 2018: £103,277) and the outstanding commitment fee payable was £144,914 (31 December 2018: £278,521).
The Company's term debt facilities and associated interest rate swaps, with various maturity dates, are set out in the below table:
|
Provider |
Maturity date |
Loan margin |
Swap fixed rate |
Loan principal |
Accrued interest at 30 June 2019 |
|
|
|
% |
% |
£'000 |
£'000 |
|
|
|
|
|
|
|
|
CBA |
29/07/2022 |
1.65 |
1.9410 |
75,000 |
457 |
|
CBA |
29/07/2022 |
1.65 |
1.2260 |
25,000 |
122 |
|
NAB |
01/11/2023 |
1.25 |
1.4280 |
75,000 |
303 |
|
CBA |
06/03/2025 |
1.55 |
1.5265 |
50,000 |
261 |
|
CIBC |
03/11/2025 |
1.50 |
1.5103 |
100,000 |
454 |
|
NAB |
01/11/2026 |
1.55 |
1.5980 |
75,000 |
356 |
|
|
|
|
|
400,000 |
1,953 |
13. Contingencies
At the time of acquisition, wind farms which had less than 12 months' operational data may have had a wind energy true-up applied, whereby the purchase price for these wind farms may be adjusted (up or down) so that it is based on a 2 year operational record, once the operational data has become available.
The following 2 wind energy true-ups remain outstanding and the maximum adjustment under each are as follows: Clyde Extension £4,747,094; and Corriegarth £9,069,293.
In March 2019, the Group completed its investment in Blue Energy's Douglas West project and has invested £12.5 million up to 30 June 2019. The Group intends to construct the wind farm, with operations scheduled to commence in July 2021 and a total expected investment in the region of £45 million.
14. Share capital - ordinary shares of £0.01
|
Date |
Issued and fully paid |
Number of shares issued |
Share capital |
Share premium |
Total |
|
|
|
|
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
|
1 January 2019 |
|
1,131,449,780 |
11,314 |
946,211 |
957,525 |
|
Shares issued to the Investment Manager |
|
|
|
|
|
|
25 January 2019 |
True-up of 2018 and Q1 2019 Equity Element |
272,110 |
3 |
372 |
375 |
|
3 May 2019 |
Q2 2019 Equity Element |
304,440 |
3 |
372 |
375 |
|
|
|
576,550 |
6 |
744 |
750 |
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
27 February 2019 |
Capital raise |
102,946,483 |
1,029 |
129,713 |
130,742 |
|
27 February 2019 |
Less share issue costs |
- |
- |
(1,857) |
(1,857) |
|
5 June 2019 |
Capital raise |
281,954,887 |
2,820 |
372,180 |
375,000 |
|
5 June 2019 |
Less share issue costs |
- |
- |
(5,434) |
(5,434) |
|
30 June 2019 |
|
1,516,927,700 |
15,169 |
1,441,557 |
1,456,726 |
15. Net assets per share
|
|
30 June 2019 |
31 December 2018 |
|
|
|
|
|
Net assets - £'000 |
1,868,116 |
1,392,810 |
|
Number of ordinary shares issued |
1,516,927,700 |
1,131,449,780 |
|
Total net assets - pence |
123.2 |
123.1 |
16. Reconciliation of operating profit for the period to net cash from operating activities
|
|
For the six months ended |
For the six months ended |
|
|
£'000 |
£'000 |
|
|
|
|
|
Operating profit for the period |
28,572 |
67,426 |
|
Adjustments for: |
|
|
|
Movement in fair value of investments (notes 3 & 8) |
46,619 |
(8,182) |
|
Investment acquisition costs |
2,577 |
1,347 |
|
(Increase)/decrease in receivables |
(419) |
17 |
|
Increase/(decrease) in payables |
457 |
(1,784) |
|
Equity Element of Investment Manager's fee (note 2) |
750 |
750 |
|
Consideration for investee company tax losses |
1,326 |
1,169 |
|
Net cash flows from operating activities |
79,882 |
60,743 |
17. Related party transactions
During the period, the Company increased its loan to Holdco by £593,895,404 (30 June 2018: £246,813,240) and Holdco made repayments of £59,838,629 (30 June 2018: £46,076,035). The amount outstanding at the period end was £1,440,589,861 (31 December 2018: £906,533,086).
During the period, £742,228 (30 June 2018: £873,835) was received from Braes of Doune, £351,026 (30 June 2018: £nil) was received from North Rhins, £232,480 (30 June 2018: £97,374) was received from SYND Holdco and £nil (30 June 2018: £198,000) was received from Little Cheyne Court as compensation for corporation tax losses surrendered via consortium relief through the Group.
The below table shows dividends received in the period from the Group's investments.
|
|
For the six months ended |
For the six months ended |
|
|
£'000 |
£'000 |
|
|
|
|
|
Clyde |
14,763 |
- |
|
Corriegarth Holdings (1) |
12,944 |
5,951 |
|
Brockaghboy |
5,972 |
1,919 |
|
SYND Holdco (2) |
5,210 |
4,185 |
|
Fenlands (3) |
5,040 |
5,696 |
|
Rhyl Flats |
3,867 |
4,466 |
|
Stroupster |
3,496 |
3,954 |
|
Braes of Doune |
3,150 |
2,315 |
|
ML Wind (4) |
3,087 |
4,753 |
|
Tappaghan |
2,756 |
2,594 |
|
Maerdy |
2,461 |
2,990 |
|
Cotton Farm |
2,445 |
2,375 |
|
Kildrummy |
2,326 |
3,234 |
|
Langhope Rig |
2,238 |
2,080 |
|
Bishopthorpe |
2,134 |
2,211 |
|
Slieve Divena |
1,946 |
2,281 |
|
Little Cheyne Court |
1,681 |
2,501 |
|
Earl's Hall Farm |
1,448 |
1,612 |
|
Crighshane & Church Hill Holdco (5) |
1,428 |
- |
|
Screggagh |
1,242 |
1,767 |
|
Bin Mountain |
1,043 |
1,053 |
|
Carcant |
863 |
885 |
|
North Hoyle |
810 |
3,757 |
|
Bicker Fen |
720 |
1,480 |
|
|
83,070 |
64,059 |
(1) The Group's investment in Corriegarth is held through Corriegarth Holdings.
(2) The Group's investments in Drone Hill, North Rhins, Sixpenny Wood and Yelvertoft are held through SYND Holdco.
(3) The Group's investments in Deeping St. Nicholas, Glass Moor, Red House and Red Tile are held through Fenlands.
(4) The Group's investments in Middlemoor and Lindhurst are held through ML Wind.
(5) The Group's investments in Crighshane and Church Hill are held through Crighshane & Church Hill Funding, which is held through Crighshane & Church Hill Holdco.
The table below shows the Group's shareholder loans with the wind farm investments.
|
Wind Farm |
Loans at 1 January 2019 (1) |
Loans advanced in the period |
Loan repayments in the period |
Loans at 30 June 2019 |
Accrued interest at 30 June 2019 |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Tom nan Clach |
- |
92,074 |
- |
92,074 |
185 |
92,259 |
|
Stronelairg |
- |
88,387 |
- |
88,387 |
1,368 |
89,755 |
|
Clyde (2) |
143,006 |
- |
(71,503) |
71,503 |
1,059 |
72,562 |
|
Dunmaglass |
- |
56,981 |
- |
56,981 |
897 |
57,878 |
|
Douglas West |
- |
6,967 |
- |
6,967 |
113 |
7,080 |
|
|
143,006 |
244,409 |
(71,503) |
315,912 |
3,622 |
319,534 |
(1) Excludes accrued interest at 31 December 2018 of £2,098,768.
(2) The Group's shareholder loan investment in Clyde was restructured during the period. The Group's net shareholder loan balance decreased by £71,503,017 and the Group was allotted and issued with 71,503,017 A shares of £1 each in the capital of Clyde.
18. Subsequent events
On 9 July 2019, the Company announced that Dan Badger will resign as non-executive Director of the Company with effect from 31 July 2019.
On 25 July 2019, the Board approved a dividend of £26.3 million equivalent to 1.735 pence per share. The record date for the dividend is 9 August 2019 and the payment date is 23 August 2019.
Company Information
|
Directors (all non-executive) |
Registered Company Number |
|
Tim Ingram (Chairman) |
08318092 |
|
Shonaid Jemmett-Page |
|
|
William Rickett C.B. |
Registered Office |
|
Martin McAdam |
27-28 Eastcastle Street |
|
Lucinda Riches (appointed with effect from 1 May 2019) |
London W1W 8DH |
|
Dan Badger (to resign with effect from 31 July 2019) |
|
|
|
|
|
Investment Manager |
Registered Auditor |
|
Greencoat Capital LLP |
BDO LLP |
|
3rd Floor, Burdett House |
55 Baker Street |
|
15-16 Buckingham Street |
London W1U 7EU |
|
London WC2N 6DU |
|
|
|
|
|
|
|
|
Administrator and Company Secretary |
Legal Adviser |
|
Estera Administration (UK) Limited |
Norton Rose Fulbright LLP |
|
The Innovation Centre |
3 More London Riverside |
|
Northern Ireland Science Park |
London SE1 2AQ |
|
Queen's Road |
|
|
Belfast BT3 9DT |
|
|
|
Broker |
|
|
RBC Capital Markets |
|
Depositary |
Riverbank House |
|
Estera Depositary (UK) Limited |
2 Swan Lane |
|
The Innovation Centre |
London EC4R 3BF |
|
Northern Ireland Science Park |
|
|
Queen's Road |
|
|
Belfast BT3 9DT |
Account Bank |
|
|
RBS International |
|
Registrar |
280 Bishopsgate |
|
Computershare (appointed with effect from 15 July 2019) |
London EC2M 4RB |
|
The Pavilions |
|
|
Bridgewater Road |
|
|
Bristol BS99 6ZZ |
|
|
|
|
|
|
|
Defined Terms
Aggregate Group Debt means the Group's proportionate share of outstanding third party borrowings
BDO LLP means the Company's Auditor as at the reporting date
Bicker Fen means Bicker Fen Windfarm Limited
Bin Mountain means Bin Mountain Wind Farm (NI) Limited
Bishopthorpe means Bishopthorpe Wind Farm Limited
Board means the Directors of the Company
Braes of Doune means Braes of Doune Wind Farm (Scotland) Limited
Breeze Bidco means Breeze Bidco (TNC) Limited
Brockaghboy means Brockaghboy Windfarm Limited
Carcant means Carcant Wind Farm (Scotland) Limited
Cash Fee means the cash fee that the Investment Manager is entitled to under the Investment Management Agreement
CBA means Commonwealth Bank of Australia
CFD means Contract For Difference
Church Hill means Church Hill Wind Farm Limited
CIBC means Canadian Imperial Bank of Commerce
Clyde means Clyde Wind Farm (Scotland) Limited
Clyde Extension means the Clyde extension wind farm developed by SSE adjacent to the original Clyde wind farm
Company means Greencoat UK Wind PLC
Corriegarth means Corriegarth Wind Energy Limited
Corriegarth Holdings means Corriegarth Wind Energy Holdings Limited
Cotton Farm means Cotton Farm Wind Farm Limited
Crighshane means Crighshane Wind Farm Limited
Crighshane & Church Hill Funding means Crighshane and Church Hill Funding Limited
Crighshane & Church Hill Holdco means Crighshane and Church Hill Holdco Limited
Deeping St. Nicholas means Deeping St. Nicholas wind farm
Douglas West means Douglas West Holdco and Douglas West Wind Farm
Douglas West Holdco means Douglas West Holdco Limited
Douglas West Wind Farm means Douglas West Wind Farm Limited
Drone Hill means Drone Hill Wind Farm Limited
Dunmaglass means Dunmaglass Holdco and Dunmaglass Wind Farm
Dunmaglass Holdco means Greencoat Dunmaglass Holdco Limited
Dunmaglass Wind Farm means Dunmaglass Wind Farm Limited
DTR means the Disclosure Guidance and Transparency Rules sourcebook issued by the Financial Conduct Authority
Earl's Hall Farm means Earl's Hall Farm Wind Farm Limited
Equity Element means the ordinary shares issued to the Investment Manager under the Investment Management Agreement
EU means the European Union
Fenlands means Fenland Windfarms Limited
GAV means Gross Asset Value
Glass Moor means Glass Moor wind farm
Group means Greencoat UK Wind PLC and Greencoat UK Wind Holdco Limited
Holdco means Greencoat UK Wind Holdco Limited
IAS means International Accounting Standard
IFRS means International Financial Reporting Standards
Investment Management Agreement means the agreement between the Company and the Investment Manager
Investment Manager means Greencoat Capital LLP
Kildrummy means Kildrummy Wind Farm Limited
Langhope Rig means Langhope Rig Wind Farm Limited
Lindhurst means Lindhurst Wind Farm
Little Cheyne Court means Little Cheyne Court Wind Farm Limited
Maerdy means Maerdy Wind Farm Limited
Middlemoor means Middlemoor Wind Farm
ML Wind means ML Wind LLP
NAB means National Australia Bank
Nanclach means Nanclach Limited
Nanclach Holdco means Nanclach Holdco Limited
Nanclach Midco means Nanclach Midco Limited
NAV means Net Asset Value
NAV per Share means the Net Asset Value per Ordinary Share
North Hoyle means North Hoyle Wind Farm Limited
North Rhins means North Rhins Wind Farm Limited
PPA means Power Purchase Agreement entered into by the Group's wind farms
RBC means the Royal Bank of Canada
RBS International means the Royal Bank of Scotland International Limited
Red House means Red House wind farm
Red Tile means Red Tile wind farm
Review Section means the front end review section of this report (including but not limited to the Chairman's Statement and the Investment Manager's Report)
Rhyl Flats means Rhyl Flats Wind Farm Limited
RPI means the Retail Price Index
Santander means Santander Global Banking and Markets
Screggagh means Screggagh Wind Farm Limited
Sixpenny Wood means Sixpenny Wood Wind Farm Limited
Slieve Divena means Slieve Divena Wind Farm Limited
SPVs means the Special Purpose Vehicles which hold the Group's investment portfolio of underlying wind farms
Stronelairg means Stronelairg Holdco and Stronelairg Wind Farm
Stronelairg Holdco means Greencoat Stronelairg Holdco Limited
Stronelairg Wind Farm means Stronelairg Wind Farm Limited
Stroupster means Stroupster Caithness Wind Farm (Scotland) Limited
SYND Holdco means SYND Holdco Limited
Tappaghan means Tappaghan Wind Farm (NI) Limited
Tom nan Clach means Breeze Bidco, Nanclach, Nanclach Holdco and Nanclach Midco
TSR means Total Shareholder Return
UK means the United Kingdom of Great Britain and Northern Ireland
Yelvertoft means Yelvertoft Wind Farm Limited
Cautionary Statement
The Review Section of this report has been prepared solely to provide additional information to shareholders to assess the Company's strategies and the potential for those strategies to succeed. These should not be relied on by any other party or for any other purpose.
The Review Section may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology.
These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this document and include statements regarding the intentions, beliefs or current expectations of the Directors and the Investment Manager concerning, amongst other things, the investment objectives and investment policy, financing strategies, investment performance, results of operations, financial condition, liquidity, prospects, and distribution policy of the Company and the markets in which it invests.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company's actual investment performance, results of operations, financial condition, liquidity, distribution policy and the development of its financing strategies may differ materially from the impression created by the forward-looking statements contained in this document.
Subject to their legal and regulatory obligations, the Directors and the Investment Manager expressly disclaim any obligations to update or revise any forward-looking statement contained herein to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based.
In addition, the Review Section may include target figures for future financial periods. Any such figures are targets only and are not forecasts.
This Half Year Report has been prepared for the Company as a whole and therefore gives greater emphasis to those matters which are significant in respect of Greencoat UK Wind PLC and its subsidiary undertakings when viewed as a whole.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
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