AQUILA EUROPEAN RENEWABLES PLC
(the "Company", the "Fund" or "AER")
LEI Number: 213800UKH1TZIC9ZRP41
Final Results
We are pleased to present the results for the
year ended 31 December 2023.
Highlights
Investment
Objective
Aquila European Renewables Plc ("AER", the
'Company') seeks to generate stable returns, principally in the
form of income distributions, by investing in a diversified
portfolio of renewable energy infrastructure
investments.
Highlights
·
Dividend cover of 1.1x (1.6x before debt amortisation).
Robust dividend cover of 1.3x expected over the next five
years1.
·
2024 target dividend guidance of 5.79 cents (5.0% increase on
2023)2.
·
Attractive dividend yield of 7.4%3.
·
EUR 49.0 million of capital returned to shareholders in the
form of dividends and share buybacks over 2023, reducing total
Ordinary Shares in issue by 7.4%.
·
Active portfolio management delivered 4.6 cents per Ordinary
Share in valuation uplift.
·
In April 2023, the Company extended the maturity date of the
Revolving Credit Facility ("RCF") by twelve months to April
2025.
·
Completion of 154.8 MW of construction assets, resulting in a
fully operational portfolio.
·
On 1 September 2023, Myrtle Dawes was appointed as an
additional Board member of the Company. Ms Dawes has over 30 years
of experience in the energy sector.
·
In October 2023, the Company completed a secondary listing on
the Euronext Growth Dublin stock exchange, further enhancing its
marketability in Europe.
·
In December 2023, the Board responded to the receipt of
unsolicited proposals from Octopus Renewables Infrastructure Trust
plc ("ORIT") in relation to a possible combination under section
110 of the Insolvency Act 1986 and confirmed it would consider the
combination proposed by ORIT as part of a review of broader options
already underway.
·
Members of the Board of Directors and the Investment Adviser
acquired AER Ordinary Shares.
Subsequent
Events
·
On 11 January 2024, AER entered into a EUR 50
million4 five-year debt facility with ING Bank N.V.
Sucursal en España, secured by its 180 MWp Spanish solar PV
operating portfolio. Net proceeds were used to repay part of the
Revolving Credit Facility ("RCF").
·
On 15 January 2024, the Company's inaugural ESG Report was
released on the Company's website, highlighting key metrics,
environmental and social initiatives.
·
On 18 January 2024, the Investment Adviser, Aquila Capital,
announced a strategic partnership with Commerzbank AG aimed at
significantly accelerating its growth into one of the leading asset
managers for sustainable investment strategies in
Europe5.
1. Dividend cover presented is
net of project debt repayments, excludes the impact of any future
share buybacks and assumes the 2024 target dividend is paid in 2024
to 2028. No re-investment of surplus cash flow or interest received
is assumed. There can be no assurance that these targets can or
will be met and it should not be seen as an indication of the
Company's expected or actual results or returns.
2. Subject to the portfolio
performing in line with expectations. These are targets only and
not forecasts. There can be no assurance that these targets can or
will be met and it should not be seen as an indication of the
Company's expected or actual results or returns.
3. Dividend yield is
calculated by dividing the target dividend of 5.79 cents per
Ordinary Share for 2024 by the market share price as at 31 December
2023.
4. Excludes any ancillary debt
facilities (debt service reserve and letter of credit facilities).
See below for more details.
5. See below for more
details.
Financial
Information
|
As at
31 December
2023
|
As at
31
December
2022
|
Net assets (EUR million)
|
372.5
|
451.7
|
NAV per Ordinary Share
(cents)1
|
98.5
|
110.6
|
Total NAV return per Ordinary
Share1,2
|
(6.0%)
|
12.9%
|
Dividends per Ordinary Share
(cents)3
|
5.51
|
5.25
|
Ordinary Share price (cents)
|
78.5
|
92.3
|
Ongoing charges1,5
|
1.1%
|
1.1%
|
Dividend yield4
|
7.4%
|
5.7%
|
Dividend cover
|
1.1x
|
1.4x
|
Ordinary Share price discount to
NAV1
|
(20.3)
|
(16.6%)
|
1. This disclosure is
considered to represent the Company's alternative performance
measures ("APMs"). Definitions of these APMs and other performance
measures used, together with how these measures have been
calculated, can be found below. All references to cents are in
euros, unless stated otherwise.
2. Calculation based on NAV
per Ordinary Share in euros, includes dividends and assumes no
reinvestment of dividends.
3. Dividends paid/payable and
declared relating to the period.
4. Calculation based on
average NAV over the period and regular recurring annual operating
costs of the Company, further details can be found
below.
5. Dividend yield is
calculated by dividing the target dividend of 5.79 cents per
Ordinary Share for 2024 by the market share price as at 31 December
2023.
6. Calculation based on the
operational result at special purpose vehicle ("SPV") level. Please
see below for further details.
OVERVIEW
AER seeks to
generate stable returns, principally in the form of income
distributions, by investing in a diversified portfolio of renewable
energy infrastructure investments.
Market
Opportunity
·
Participation in Europe's clean energy transition.
·
Highly experienced Investment Adviser:
o Managing a 25.7
GW clean energy portfolio1.
o EUR 24.8
billion development and construction pipeline¹.
·
2030 Aquila Capital target of avoiding 1.5 billion tonnes of CO2
during its lifetime2.
Positioning
·
European focused (excl. UK), diversified by geography and
technology.
·
Strong dividend cover supported by contracted revenues (PPAs,
Government regulated tariffs) to ensure earnings visibility and a
diversified operating portfolio.
·
Modest gearing levels (approx. 34.3%) provides
flexibility3.
Returns
·
Target investment return of 6.0% to 7.5%, net of fees and expenses,
over the longer term.
·
Portfolio levered discount rate of 7.2% excluding fund level
leverage4.
·
Trading at a 20.3%
discount to NAV5.
·
Disciplined capital allocation: EUR 27.8 million6
returned in share buybacks over 2023.
·
Attractive dividend yield of 7.4%7.
·
NAV total return since IPO of 20.8%8.
1. Data as at 31 December
2023, including historical divestments.
2. According to the 'GHG
Accounting for Grid Connected Renewable Energy Projects' of the
'International Financial Institution's Technical Working Group on
Greenhouse Gas Accounting', the feed-in of electricity produced by
renewable energies leads to a theoretical avoidance of
CO2 emissions from fossil fuels, available at:
https://www.aquila-capital.de/en/disclaimer-co2-lifetime-avoidance-clock
3. This disclosure is
considered to represent the Company's alternative performance
measures ("APMs"). Definitions of these APMs and other performance
measures used, together with how these measures have been
calculated, can be found below. All references to cents are in
euros, unless stated otherwise.
4. Fund level leverage assumes
drawn RCF debt of EUR 74.7 million. Discount rate excludes the
impact of the solar PV financing which closed in January
2024.
5. Based on the share price as
at 31 December 2023 (78.5 cents) and the NAV per Ordinary Share as
at 31 December 2023 (98.5 cents).
6. Excluding fees and stamp
duty.
7. Dividend yield is
calculated by dividing the target dividend of 5.79 cents per
Ordinary Share for 2024 by the market share price as at 31 December
2023.
8. Based on an opening NAV
after launch expenses of EUR 0.98 per Ordinary Share. Calculation
includes dividends paid during the period.
For further
details contact:
Media
contacts:
Edelman
Smithfield
Ged Brumby | 020 3047 2527
Kanayo Agwunobi | 020 3047 2126
Sponsor, Broker
and Placing Agent
Numis Securities 020 7260 1000
Tod Davis
David Benda
George Shiel
Chairman's statement
On behalf of the Board of Directors, I am
pleased to present the Annual Report and Financial Statements of
Aquila European Renewables Plc, our fourth full set of accounts
since listing.
Introduction
Despite a challenging macro-economic
environment, marked by a convergence of high inflation, substantial
interest rate increases, supply chain disruptions and falling
commodity and electricity prices, the Company's diversified
operating portfolio continued to deliver strong cash flows to cover
a progressive dividend.
Nonetheless, the deteriorating macro-economic
conditions in 2023 widened the Company's share price discount to
NAV, a problem that is shared by our peer group of renewable energy
investment trusts. Against this backdrop, in May 2023, the Board
and the Investment Adviser commenced a series of initiatives
designed to secure greater appreciation of the value inherent in
the portfolio. Since then, I am pleased to note that AER has made
significant progress in implementing many of these
initiatives.
Key
Initiatives
One of the initiatives outlined in May 2023 was
a further programme of share buybacks, where the Company was able
to return EUR 27.8 million¹ to shareholders at an average price of
92.3 cents per Ordinary Share, representing an average discount of
15.8%, reducing total Ordinary Shares in issue by 7.4% and
resulting in NAV accretion of 1.4 cents per share. The
implementation of this programme is a sign of our confidence in the
underlying value of the existing portfolio and recognition that
buying back at a discount offered a better return on capital than
was achievable on new investment opportunities in 2023, whilst also
providing additional short-term liquidity to investors. Share
buybacks continue to remain a tactical, rather than a strategic,
response to the Company's valuation discount, given the timing of a
rebound in sector share prices remains unknown.
On 2 October 2023, AER was admitted to trading
on the Euronext Growth Dublin stock exchange, achieving another key
initiative of securing a secondary listing. Under the ticker AERI,
the listing is intended to further enhance the Company's
marketability in Europe, given its euro currency denomination and
European-focused investment strategy.
Another key objective was the rollout of asset
life extensions following the completion of due diligence by the
Company's advisers across the portfolio2, resulting in a
NAV uplift of 4.6 cents per Ordinary Share during the reporting
period. The average asset, life assumptions for the solar portfolio
were increased from 30 years to 40 years, and those of the wind
portfolio from 25 years to an average of 28 years, in line with
industry standards and a reflection of the quality of the asset
portfolio.
Subsequent to the year end, the Company, via its
wholly owned subsidiaries, also secured a EUR 50.0 million
five-year debt financing for its 180 MWp unlevered Spanish solar PV
operating portfolio. We are pleased the debt financing was secured
at attractive terms, with an all-in interest rate below that of the
existing RCF. Net proceeds from the debt financing, which was drawn
in January 2024, were used to repay the RCF, resulting in available
capacity under the RCF of circa EUR 68.2 million (current facility
limit: EUR 100.0 million). Consequently, the Company's overall
gearing level remains unchanged at approximately 34.3% of its
GAV3.
Notwithstanding the progress achieved with these
initiatives, the share price continues to trade at a significant
discount to NAV. Your Board has previously announced that it was
committed to reviewing broader options if the underlying value of
the portfolio failed to be reflected in the share price.
In December 2023, the Board responded to the
receipt of unsolicited proposals from Octopus Renewables
Infrastructure Trust plc ("ORIT") in relation to a possible
combination under section 110 of the Insolvency Act 1986 and
confirmed it would consider the combination proposed by ORIT as
part of a review of broader options which was already
underway.
In support of the Board's evaluation of options
for the future of the Company, I have had the opportunity to engage
with a number of our shareholders. Whilst feedback in relation to
the quality of the portfolio and the Investment Adviser has been
positive, a number of shareholders feel that the status quo is
undesirable in the current macro environment, as the Company is
limited in its ability to grow and improve the underlying liquidity
of its shares.
The Board's review of broader options, including
consideration of a variety of proposals that have been received
for a combination with the Company under section 110 of the
Insolvency Act 1986, is underway and it expects to be able to
update shareholders regarding progress before the end of June
2024.
Performance
During the reporting period, total revenue was
below budget due to declining short-term electricity spot market
prices across most of the portfolio's markets, reflecting the fall
in commodity prices, lower demand due to milder‑than‑expected temperatures in Europe and
elevated filling levels of gas storage reservoirs. The portfolio's
production was 9.4% below budget, primarily as a result of
below-average wind speeds in the Nordics, despite the Company's
solar PV and hydropower assets performing in line with or above
expectations during the period.
The dividend paid in 2023 amounted to EUR 21.2
million and was fully covered at 1.1x. When combined with the EUR
27.8 million1 share buyback, the Company has returned
EUR 49.0 million to shareholders over 2023. Since the IPO in June
2019, the Company has returned EUR 94.9 million to shareholders in
the form of dividends and share buybacks. The Company's NAV per
Ordinary Share was 98.5 cents as at 31 December 2023, resulting in
a total NAV return per Ordinary Share of -6.0%, including dividends
during the period. Movement in the NAV was primarily the result of
a combination of the development of power price curves, buybacks
and the introduction of the resource rent tax ("RRT") in
Norway2. AER's annualised total NAV return per Ordinary
Share (including dividends paid) from IPO to 31 December 2023 was
4.3%.
The Board has set a target dividend for 2024 of
5.79 cents per Ordinary Share, equivalent to a 5.0% increase
compared to the dividend target set for 2023, on the basis that the
operating performance and cash flow of the Company is in line with
expectations. The target dividend is expected to be fully
covered.
ESG
The Company contributes to the UN Sustainable
Development Goals to ensure access to affordable, reliable,
sustainable and modern energy for all. In October 2023, we
announced our third GRESB ("Global Real Estate Sustainability
Benchmark") assessment results for the year, with a score of 92 out
of 100, representing an improvement compared with last year's
result, which is also higher than the GRESB average of 88 points
amongst the Company's peer group. The Company's GRESB rating also
increased from three out of five stars to four out of five stars as
a result of improvements in categories such as ESG reporting, risk
management and stakeholder engagement. We look forward to keeping
shareholders updated on further progress throughout the
year.
The Board was pleased to release the Company's
inaugural ESG Report in January 2024, highlighting key metrics,
environmental and social initiatives that illustrate the breadth of
action that the Company has taken across its portfolio. Full
details of the Company's approach to combatting climate change,
enhancing biodiversity of flora and fauna, boosting regional and
local community engagement, ensuring sustainable supply chain
management and best-practice labour standards, as well as other
environmental and social topics, can be found in this dedicated
report.
Director
Appointment
As announced in this year's Interim Results,
Myrtle Dawes joined the Board of Directors on 1 September 2023 as
our newest non‑executive
Director, serving as a member of the Remuneration and Nomination
Committee and the Audit and Risk Committee. Ms Dawes, a chartered
chemical engineer, has over 30 years' experience in the energy
sector, both in the UK and overseas, covering leadership roles in
engineering, project management, technology and digital
transformation. Currently, she is CEO of the Net Zero Technology
Centre and a non-executive Director at FirstGroup
plc.
Investment
Adviser
The Board is pleased to note the Investment
Adviser announced a strategic partnership with Commerzbank AG on 18
January 2024 aimed at significantly accelerating the Investment
Adviser's growth into one of the leading asset managers for
sustainable investment strategies in Europe2.
Post the year end, Lars Meisinger, Head of
International Sales and Business Development, has left the
Investment Adviser to take up a senior role in the property sector;
his duties have been reassigned internally and the Board would like
to thank him for his service.
Regulatory
Changes
2023 saw sustained efforts from the European
Union ("EU") to accelerate the deployment of renewables, with an
agreement to reform the bloc's electricity market design, plans to
enhance the competitiveness of the Eurozone's wind industry, the
raising of renewable energy targets for 2030 to 42.5% of the
overall electricity mix, the Net Zero Industry Act for EU
manufacturing and continued emphasis on the implementation of
ten-year National Energy and Climate Plans ("NECPs") by all member
states.
It is expected that these proposals will
incentivise further expansion of renewables in Europe. As the EU
pursues its goal of energy independence and its net zero targets,
we remain optimistic for the future of the sector and see further
opportunities for investment as more renewable energy
infrastructure developers ramp up capital recycling
programmes.
In contrast to the EU's pro-renewables policies,
the Norwegian Parliament passed a series of legislative changes to
taxes applicable to existing and new onshore wind farms, effective
from 1 January 2024, including a resource rent tax of 25% on all
onshore wind farms, which was disappointing from an environmental
perspective. These tax changes were reflected in the fourth quarter
valuations of the Company's Norwegian wind farms, The Rock and
Tesla3. Note the analyst power price forecasts used to
support the Q4 valuations of The Rock and Tesla do not include any
potential impact of Norway's resource rent tax on the country's
medium and long-term power price forecasts, which may need to
reflect the likely outcome of the tax on future build-out of
much-needed renewable energy capacity in the country.
Outlook
We expect the macro-economic environment for
2024 to benefit from several positive cyclical catalysts, with the
core assumption being that inflation in the European Union will
continue to recede in the coming months. The easing of significant
price increases across the board witnessed in 2022 and 2023 should
lead to a further fall in inflation towards the European Central
Bank's inflation target of 2.0%. However, many trends including
ageing demographics in the labour market, de-globalisation, energy
shortages, disrupted supply chains, and higher defence spending as
a result of the continued conflict in Ukraine, will ensure that
inflation remains elevated compared to the last decade. Against
this backdrop, in the absence of any exogenous events that could
derail assumptions on inflation or the global economic situation,
the market consensus is that central banks should begin to cut
interest rates this year, reversing the steepest tightening cycle
in over 40 years. Lower interest rates have the effect of reducing
the discount rate applied to the DCF valuation of assets, thus
increasing value - all other things being equal.
The past year also saw accelerated European and
national deployment plans for renewables across most countries the
Company is invested in, as governments recognise the urgency of
renewable energy developments as a source of energy security and
environmental progress, while also signalling increased stability
and visibility over the regulatory landscape. Combined with a more
favourable interest rate outlook, we expect this to bode well for
the renewable energy sector.
Your feedback as shareholders is highly valued
and we hope our actions since the Annual General Meeting ("AGM") in
June 2023, including the announced review of broader options,
demonstrate we are listening and will continue to act decisively in
the interests of all shareholders. Finally, following the inaugural
continuation vote put to shareholders at the last AGM, your Board
committed to providing shareholders, notwithstanding the outcome of
the ongoing review of broader options, with a further opportunity
to vote on the future of the Company by September 2024.
Ian
Nolan
Chairman
24 April 2024
1. Excluding fees and stamp
duty.
2. See below for more
details.
3. See below for more details
on key regulatory changes.
INVESTMENT ADVISER'S REPORT
Leader in
Investment and Asset Management in European
Renewables
Overall
CO2e
emissions avoided1
2.4
million tonnes
Clean energy
produced1
8.2
TWh
Households
supplied1
2.3
million
INVESTMENT
ADVISER BACKGROUND1
Aquila Capital Investmentgesellschaft mbH
('Aquila Capital') is one of the leading investment and industrial
development company, managing over EUR 14.6 billion on behalf of
institutional investors worldwide and running one of the largest
clean energy portfolios in Europe. Over the past two decades,
Aquila Capital and its subsidiaries have committed themselves to
supporting the clean energy transition and creating a more
sustainable world. As at 31 December 2023, the Investment Adviser
manages wind energy, solar PV, hydropower energy and battery
storage assets with a capacity of approximately 25.7
GW2. Additionally, it has projects in sustainable real
estate and green logistics, either completed or under development.
Aquila Capital also invests in energy efficiency, carbon forestry
and data centres.
The Investment Adviser's expert investment teams
comprise 750 employees worldwide. Moreover, the strategic
partnership entered into in 2019 with Japan's Daiwa Energy &
Infrastructure draws on its sector networks and experience to
screen, develop, finance, manage and operate investments along the
entire value chain. As this business model requires local
management teams, Aquila Capital is represented across 19
investment offices. The Investment Adviser currently has a
significant pipeline of over 17.5 GW3 of development and
construction assets in the EMEA region, primarily in solar PV
located in southern Europe. This represents an attractive source of
growth opportunities for AER.
Aquila Capital's in-house Markets Management
Group ("MMG"), a team of experts dedicated to sourcing and
structuring Power Purchase Agreements ("PPAs"), market analysis,
trading, origination, FX, interest rates and other hedging
products, has facilitated the Company's proactive approach to
hedging and risk management. Since its inception, the team has
structured, negotiated and put in place more than 32 PPAs and has
created an extensive network of offtakers, being recognised as one
of the most important players in the European landscape. The
ultimate aim is to secure stable revenues whilst always ensuring
the best possible risk-adjusted return. MMG also supports the rest
of the teams within Aquila by providing market insights, analysis,
research and regulatory knowledge. It also undertakes regular
reporting on market evolution and events and ad hoc research to
identify emerging market trends.
The Company's Alternative Investment Fund
Manager ("AIFM"), FundRock Management Company (Guernsey) Limited,
has appointed Aquila Capital as its Investment Adviser for the
Company. Aquila Capital's key responsibilities are to originate,
analyse and assess suitable renewable energy infrastructure
investments and advise the AIFM accordingly, as well as to provide
Asset Management services.
1. Figures presented in this
section refer to Aquila Group.
2. Data as at 31 December 2023
for the year 2023, based on current portfolio of the Aquila Group.
For details on the methodology for avoided emissions, refer to:
https://www.aquila-capital.de/fileadmin/user_upload/PDF_Files_Whitepaper-Insights/20231121_LAE_White_paper_EN.pdf
3. Data as at 31 December
2023, including historical divestments.
The Investment Adviser announced a strategic
partnership with Commerzbank AG on 18 January 2024 - aimed at
significantly accelerating the Investment Adviser's growth into one
of the leading asset managers for sustainable investment strategies
in Europe. Commerzbank is a major listed European banking
institution serving a diverse client base of around 26,000
corporate client groups and nearly 11 million private and corporate
clients, with a global presence in more than 40 countries. As part
of this partnership, Commerzbank will acquire a 74.9% stake in the
Investment Adviser, whilst ensuring the continued managerial
independence of the Investment Adviser, which will remain
autonomous in terms of operations, investment decisions, product
development and brand representation. The parent company of the
Investment Adviser, Aquila Group, will remain engaged as a
shareholder with its remaining 25.1% shareholding. The existing
asset management team responsible for AER will remain unchanged.
The transaction is subject to the required regulatory approvals and
is expected to close in the second quarter of 20241.
Post the year end, Lars Meisinger, Head of International Sales and
Business Development, has left the company to take up a senior role
in the property sector. His duties have been reassigned internally
and the Company thanks him for his service.
Wind
energy
4,702 MW
1,010 WTGs
Solar
PV
15,733 MWp
370 PV parks
Hydropower
1,050 MW
295 plants
Energy storage
systems
4,190 MW
15 projects
19
Offices
1. Aquila Capital, 'Aquila
Capital Investmentgesellschaft and Commerzbank join forces: Aim to
create a leading European asset manager for sustainable investment
strategies' (2024), available at:
https://www.aquila-capital.de/en/investments/details/aquila-capital-investmentgesellschaft-and-commerzbank-join-forces-aim-to-create-a-leading-european-asset-manager-for-sustainable-investment-strategies
2. Data as at 31 December
2023, including historical divestments.
INVESTMENT
PORTFOLIO
Project
|
Country
|
Capacity1
|
Status
|
COD2
|
Asset Life from
COD2
|
Equipment Manufacturer
|
Energy
Offtaker3
|
Offtaker
|
ownership in Asset
|
Leverage4
|
Acquisition Date
|
Wind
Energy
|
|
|
|
|
|
|
|
|
|
|
Tesla
|
Norway
|
150.0 MW
|
Operational
|
2013, 2018
|
25y
|
Nordex
|
PPA
|
Statkraft
|
25.9%6
|
24.2%
|
Jul-19
|
Holmen
II
|
Denmark
|
18.0 MW
|
Operational
|
2018
|
25y
|
Vestas
|
FiP
|
Energie.dk
|
100.0%
|
30.7%
|
Jul-19
|
Olhava
|
Finland
|
34.6 MW
|
Operational
|
2013-2015
|
30y
|
Vestas
|
FiT
|
Finnish
Energy
|
100.0%
|
31.8%
|
Sep-19
|
Svindbaek
|
Denmark
|
32.0 MW
|
Operational
|
2018
|
29y
|
Siemens
|
FiP
|
Energie.dk
|
99.9%
|
15.7%
|
Dec-19 &
Mar-20
|
The
Rock
|
Norway
|
400.0 MW
|
Operational
|
2022
|
30y
|
Nordex
|
PPA
|
Alcoa
|
13.7%6
|
52.8%
|
Jun-20
|
Desfina
|
Greece
|
40.0 MW
|
Operational
|
2020
|
25y
|
Enercon
|
FiP
|
DAPEEP
|
89.0%7
|
53.9%8
|
Dec-20
|
Solar
PV
|
|
|
|
|
|
|
|
|
|
|
|
Benfica
III
|
Portugal
|
19.7 MW
|
Operational
|
2017, 2020
|
40y
|
AstroNova
|
PPA
|
Axpo
|
100.0%
|
0.0%
|
Oct-20
|
Albeniz
|
Spain
|
50.0 MW
|
Operational
|
2022
|
40y
|
Canadian
Solar
|
PPA
|
Statkraft
|
100.0%
|
0.0%
|
Dec-20
|
Ourique
|
Portugal
|
62.1 MW
|
Operational
|
2019
|
40y
|
Suntec
|
CfD
|
ENI
|
50.0%6
|
0.0%
|
Jun-21
|
Greco
|
Spain
|
100.0 MW
|
Operational
|
2023
|
40y
|
Jinko
|
PPA
|
Statkraft
|
100.0%
|
0.0%
|
Mar-22
|
Tiza
|
Spain
|
30.0 MW
|
Operational
|
2022
|
40y
|
Canadian
Solar
|
PPA
|
Axpo
|
100.0%
|
0.0%
|
Jun-22
|
Hydropower
|
|
|
|
|
|
|
|
|
|
|
Sagres
|
Portugal
|
107.6 MW
|
Operational
|
1951-2006
|
n.a.5
|
Various
|
FiT
|
EDP/Renta
|
18.0%6
|
22.9%
|
Jul-19
|
Total (AER
Share)
|
463.8 MW
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
1. Installed capacity at 100%
ownership.
2. COD = Commissioning
date.
3. PPA = Power Purchase
Agreement, FiT = Feed-in tariff. FiP = Feed-in premium, CfD =
Contract for Difference. Further information on the contracted
revenue position can be found below.
4. Leverage level calculated
as a percentage of debt plus fair value as at 31 December 2023.
Leverage figures exclude the solar PV debt financing which closed
in January 2024.
5. 21 individual assets.
Approximately ten years remaining asset life when calculated using
net full load years.
6. Majority of remaining
shares are held by entities managed and/or advised by Aquila
Capital.
7. Represents voting interest.
Economic interest is approximately 91.5%.
8. Calculation based on voting
interest.
Portfolio
Updates as at 31 December 2023
154.8
MW1 of construction projects completed in
2023
The
Rock
Country:
|
Norway
|
Date
acquired:
|
June 2020
|
Status:
|
Operational
|
Capacity:
|
400.0 MW
|
Interest:
|
13.7%
|
In March 2023, a takeover under the Engineering,
Procurement and Construction ("EPC") management agreement was
achieved, representing the final milestone for completion of the
project. The asset has been in production since November 2022 and
provides Alcoa's aluminium smelter in Mosjøen with renewable energy
under a 14-year PPA. Alcoa's aluminium smelter is a key contributor
to employment and growth in Mosjøen.
As of January 2024, The Rock's anti-icing system
has been operational at 69 out of 72 turbines. The anti-icing
system of the remaining three turbines is expected to be installed
before the next winter season commences.
The Sami appraisal case is expected to be heard
before the Helgeland District Court on 27 May 2024. In March 2024,
the Norwegian Ministry of Energy made a final decision with regard
to the mitigating measures for The Rock that must be undertaken by
the project company to facilitate reindeer migration. Further
details of the mitigating measures can be found in the Company's
Regulatory News Service issued on 22 March 2024. The Ministry noted
in its decision that for several seasons, reindeer have been
migrated through the site during the operational phase of The Rock,
supporting the Ministry's view that (i) the migration path cannot
be considered closed; and (ii) the implementation of mitigating
measures will have a positive contribution to the migration of
reindeer through the site.
The Investment Adviser welcomes the decision by
the Ministry, which it believes will be an important factor in the
upcoming appraisal case. As communicated with shareholders
previously, Eolus, the developer of The Rock, remains responsible
for handling the appraisal case and for the economic impact on the
project company associated with the outcome of that case, as well
as the economic impact associated with the mitigation measures
noted above. The Company will continue to keep shareholders updated
regarding any key developments.
The project company, the developer and the
turbine supplier continue to be involved in an arbitration process
to settle outstanding claims related to construction delays and
extensions of time under the turbine supply agreement. The project
company does not expect the arbitration case to negatively affect
its financial position. A ruling on this arbitration case is
expected in the fourth quarter of 2024.
Jaén and
Guillena
Country:
|
Spain
|
Date
acquired:
|
March 2022
|
Status:
|
Operational
|
Capacity:
|
100.0 MWp
|
Interest:
|
100.0%
|
A key milestone has been the commissioning of
Guillena, the second solar PV asset of the Greco portfolio, in
April 2023. The first asset, Jaén, has been operational since
November 2022. Both assets received their Provisional Acceptance
Certificate ("PAC") in 2023, representing the final milestone for
completion. Both Jaén and Guillena benefit from
long‑term PPAs signed during
favourable market conditions in 2022.
The contracts commenced in April 2023 and
August 2023, respectively.
Completion of Guillena and The Rock has resulted
in a valuation uplift of 3.7% (EUR 5.3 million, 1.4 cents per
Ordinary Share) versus cost as at 31 December 2023². Following
the completion of this project, the Company has no further
construction projects within its portfolio.
1. AER share.
2. Q4 2023 net asset value
minus acquisition costs, capital expenditure, plus distributions
paid up to 31 December 2023.
As at 31 December 2023, the Company had no
material outstanding commitments. The Company did not have any new
investments and capital commitments in 2023 and continues to
maintain investment discipline when assessing new investment
opportunities. The Company deemed that repurchasing shares at a
discount over the course of 2023 offered a higher return on capital
than was achievable by investing in new assets, whilst also
signalling confidence in the underlying value of the existing
portfolio.
CONTRACTED
REVENUE POSITION
Contracted revenue net present
value1
|
EUR 225.8m
|
Contracted revenue over the next five
years3
|
52.0%
|
Contracted revenue (aggregate over asset
life)2
|
EUR 335.2m
|
Weighted average contracted revenue
life4
|
10.2 years
|
The Company is diversified across six countries
and six different price zones, in Norway (NO2 and NO4 regions),
Iberia (Spain and Portugal), Finland, Denmark and Greece, allowing
it to benefit from a diversified portfolio of offtake structures,
including subsidy schemes as well as PPAs from a wide variety of
counterparties.
Contracted revenues expected over the next five
years, on a present value basis, have remained constant at 52.0%
(31 December 2022: 51.9%), noting that a number of existing
contracts are expected to progressively expire over this time
period.
The Company and its Investment Adviser intend to
replace these expiring contracts with new PPAs over time, subject
to prevailing market conditions.
During 2023, two new PPAs became active within
the Greco portfolio (Jaén and Guillena) following their signing in
2022, coinciding with the operational status of both projects. The
Company will continue to focus on maintaining a sufficient degree
of contracted revenues to mitigate its exposure to power price
volatility. The Company's contracted revenue position also provides
flexibility to capitalise on periods of higher power
prices.
The portfolio has good visibility of future cash
flows, with a weighted average contracted revenue life of
approximately 10.2 years4 (31 December 2022: 10.8
years4). The Company contracts its revenues with
investment grade counterparties, consisting of government entities,
utilities and corporate entities
1. Net present value of
contracted revenue as at 31 December 2023 over the entire asset
life, discounted by the weighted average portfolio discount
rate.
2. Aggregate contracted
revenue over entire asset life (not discounted).
Forecast asset revenue from 1 January 2024 to
31 December 2028 which is discounted by the weighted average
portfolio discount rate as at 31 December 2023, includes Guarantees
of Origin ("GoOs") and Electricity Certificates
("El-Certs").
3. New weighting methodology
based on hedged production.
FINANCIAL
PERFORMANCE¹
Performance2
Electricity Production
(GWh)
Technology
|
Region
|
2023
|
2022
|
Variance
(%)
|
Variance 2023 against
P50 Budget
|
Wind energy
|
Denmark, Finland,
Norway, Greece
|
508.5
|
440.8
|
15.4%
|
(16.2%)
|
Solar PV
|
Portugal,
Spain
|
402.6
|
187.5
|
114.8%
|
(1.7%)
|
Hydropower
|
Portugal
|
60.8
|
38.2
|
59.3%
|
7.1%
|
Total
|
|
971.9
|
666.4
|
45.8%
|
(9.4%)
|
Load
Factors
Technology
|
2023
|
2022
|
Wind energy
|
26.3%
|
31.9%
|
Solar PV
|
20.7%
|
18.9%
|
Hydropower
|
35.8%
|
22.5%
|
Total
|
25.9%
|
27.1%
|
Technical
Availability3
Technology
|
2023
|
2022
|
Wind energy
|
94.0%
|
96.6%
|
Solar PV
|
99.8%
|
99.9%
|
Hydropower
|
98.3%
|
99.2%
|
Total
|
97.0%
|
97.5%
|
Revenues4 (EUR
million)
Technology
|
2023
|
2022
|
Variance
(%)
|
Wind energy
|
32.0
|
46.2
|
(30.6%)
|
Solar PV
|
23.7
|
12.2
|
94.4%
|
Hydropower
|
6.1
|
4.8
|
27.0%
|
Total
|
61.8
|
63.2
|
(2.1%)
|
The Company's portfolio increased production by
45.8% over 2023 compared to 2022, with electricity produced
amounting to 971.9 GWh (2022: 666.4 GWh), primarily due to added
production from The Rock (400.0 MW) and Jaén (50.0 MWp) becoming
operational in November 2022. It also benefited from the latest
construction project Guillena (50.0 MWp), which became operational
in April 2023. These additional assets contributed 285.9 GWh of
production to the portfolio in the period and represent
approximately 29.4% of total production in 2023.
Over 2023, revenue was 15.1% below budget due to
falling electricity spot market prices across the portfolio's
markets. This reflected the decline in commodity prices,
milder‑than-expected
temperatures in Europe and elevated filling levels of gas storage
reservoirs. Prices in the Nordics were also affected due to
increased interconnection links to Germany and the United Kingdom,
placing further downward pressure on prices in the
region.
1. Some totals may not add up
due to rounding differences.
2. 2023 data: includes
Guillena from April 2023; Desfina data based on economic share
(91.5% as at 31 December 2023). 2022 data: includes Tiza from March
2022, Albeniz from June 2022 and The Rock and Jaén from November
2022. Desfina data based on voting share (89.0%), except for
revenues, which were based on economic share (93.0% as at 31
December 2022).
3. Average technical
availability based on weighted installed capacity (AER
share).
4. Includes merchant revenue,
contracted revenue and other revenue (e.g. Guarantees of Origin,
Electricity Certificates).
Production performance during the reporting
period was 9.4% below budget, due to below-average wind speeds in
the Nordics and underperformance at the Norwegian wind farm The
Rock (performance -5.3% excluding the impact of The Rock),
especially between June and October 2023. The solar PV portfolio's
production was broadly in line with budget over the year.
Production at the Company's hydropower asset, Sagres, benefited
from high water availability throughout the second half of the year
and ended the year above budget.
Average portfolio technical availability fell
marginally from 97.5% in 2022 to 97.0% in 2023, as a result of
gearbox replacements, icing losses and substantial repairs on the
Anti-Icing System ("AIS"). As of January 2024, The Rock's
anti-icing system has been operational at 69 out of 72 turbines,
whereas all ten damaged gearboxes have been replaced. The AIS of
the remaining three turbines is expected to be installed before the
next winter season will commence. One turbine saw its rotor fall
off in January 2024 due to storm-related wind speeds surpassing the
maximum operational limit of 26 m/s for wind farms and will be
replaced before the next winter season commences.
Icing-related availability losses are not
expected to re-occur in the next winter season. Compensation from
the Operations and Maintenance ("O&M") provider, Nordex, under
the existing availability guarantee is expected in the second
quarter of 2024.
The Company's Spanish solar PV portfolio and in
particular Jaén (part of the Greco portfolio), was affected by
technical curtailments at the request of the transmission agent and
operator ("TSO"), occurring primarily over the summer season due to
oversaturation of the grid. Approximately 5.1 GWh of production was
curtailed over the year, equivalent to a loss of circa EUR 0.4
million. Compliance software was installed in late September 2023
to partially mitigate the impact of future technical
curtailments.
The Company is currently certifying its Spanish
solar PV assets with the country's TSO, with the intention of
evaluating the option of participating in ancillary markets to
generate additional revenue. An O&M tender process for AER's
Spanish solar PV portfolio is also ongoing, with the expectation
that it may result in a meaningful reduction in the Spanish
portfolio's operating expenditure.
The addition of solar PV assets to the portfolio
has significantly improved the stability of production across the
portfolio month-to-month and has subsequently reduced the
portfolio's reliance on wind production. This is consistent with
the investment philosophy of the Company, which is seeking to
diversify across different technologies and provide a balanced
portfolio mix between wind energy and solar PV.
Financial
Performance and Dividend Cover1
Dividend Cover
EUR million²
|
2023
|
2022
|
Variance
(%)
|
Asset Income
|
62.5
|
63.2
|
(1.1%)
|
Asset operating costs
|
(14.9)
|
(12.3)
|
20.3%
|
Interest and tax
|
(6.2)
|
(6.0)
|
4.0%
|
Asset
underlying earnings
|
41.4
|
44.9
|
(7.7%)
|
Asset debt amortisation
|
(11.0)
|
(10.9)
|
1.0%
|
Company and HoldCo3
expenses4
|
(4.7)
|
(4.3)
|
8.6%
|
RCF interest and fees
|
(3.4)
|
(0.6)
|
487.7%
|
Total
underlying earnings
|
22.3
|
29.1
|
(23.2%)
|
Dividends paid
|
21.2
|
21.2
|
0.4%
|
Dividend cover
after debt amortisation (x)
|
1.1x
|
1.4x
|
nmf5
|
Dividend cover
before debt amortisation (x)
|
1.6x
|
1.9x
|
nmf5
|
Reconciliation to Company Cash Flow
Statement
EUR million2
|
2023
|
2022
|
Variance
(%)
|
Total
underlying earnings
|
22.3
|
29.1
|
(23.2%)
|
SPVs
|
|
|
|
Distributions to HoldCo
|
(38.2)
|
(31.3)
|
22.2%
|
Movement in working capital
|
7.8
|
(2.7)
|
(389.3%)
|
HoldCo
|
|
|
|
Expenses (excluding investment
expenses)
|
3.6
|
1.6
|
130.3%
|
Company
|
|
|
|
Investment advisory fee funded by share
issuance6
|
-
|
(1.3)
|
n.a.
|
Interest and dividend income
|
16.5
|
17.1
|
(3.6%)
|
Movement in working capital
|
4.5
|
4.5
|
(0.4%)
|
Other7
|
(3.0)
|
(0.1)
|
179.8%
|
Company net
cash flow from operating activities
|
16.3
|
16.9
|
(3.8%)
|
The first table calculates dividend cover based
on the underlying earnings of its investment portfolio, taken from
the profit & loss ("P&L") statements from each of the
Company's investments, with the exception of debt amortisation
which is taken from the cash flow statement. Each of the Company's
investments is held through special purpose vehicles
("SPVs")8. The SPV, Company and HoldCo financial
statements are audited.
Total underlying asset earnings are calculated
by aggregating the P&L of the Company's SPVs (adjusted for
AER's share), less any repayments of project level debt at the SPV
level (adjusted for AER's share), less fund level costs at the
Company and HoldCo level.
1. This disclosure is
considered to represent the Company's alternative performance
measures ("APMs"). Definitions of these APMs and other performance
measures used, together with how these measures have been
calculated, are set out below. Numbers and percentages may vary due
to rounding differences.
2. Non-euro currencies
converted to EUR as at 31 December 2023. Desfina contribution
reflects AERs economic interest (91.5%) rather than voting interest
(89.0%), whereas asset debt amortisation reflects the voting
interest of all assets throughout the report.
3. Tesseract Holdings
Limited.
4. Expenses reflect recurring
ordinary costs and expenses at AER and THL level. Legal fees,
investment expenses and amortised one-off cost of the Revolving
Credit Facility ("RCF") is not included. Expenses are reduced by
interest income on cash at banks.
5. Not meaningful.
6. Investment advisory fee
funded by share issuance treated as a cash flow expense for Company
net cash flow from operating activities.
7. Deduction of legal costs
and currency losses, addition of financing costs.
8. References to SPVs in this
section also includes holding companies, where
applicable.
The Company reported dividend cover of 1.1x
during 2023. The decrease compared to 1.4x reported in 2022 was
driven by a 7.7% decrease in asset underlying earnings, which was
primarily the result of a significant decrease of electricity spot
market prices, partially offset by the contribution of new assets
to the portfolio, as well as higher funding costs commensurate with
increased RCF utilisation. Dividends paid remained flat, reflecting
the net effect of dividend per share growth of 5%, combined with
share buyback activities.
Cash
Dividend Cover
EUR million1
|
2023
|
2022
|
Variance
(%)
|
Company
|
|
|
|
Net cash flow from operating
activities
|
16.3
|
16.9
|
(3.8%)
|
Investment advisory fee funded by share
issuance
|
-
|
1.3
|
n/a
|
HoldCo
|
|
|
|
Net cash flow from operating
activities
|
9.6
|
(2.7)
|
(459.7%)
|
Adjustments
|
|
|
|
Shareholder loan and equity
repayments2
|
9.5
|
10.6
|
(10.1%)
|
RCF interest and fees
|
(4.2)
|
(1.3)
|
217.4%
|
Acquisition of accrued interest from shareholder
loan
|
-
|
1.5
|
n/a
|
Asset cash flow used for investment
activities3
|
1.6
|
-
|
n/a
|
Consolidation adjustments
|
(1.2)
|
(2.6)
|
(54.3%)
|
Other4
|
(0.5)
|
0.3
|
(259.3%)
|
Adjusted net
cash flow
|
31.2
|
24.0
|
24.5%
|
Dividends paid
|
(21.2)
|
(21.2)
|
0.4%
|
Cash dividend
cover (x)
|
1.5x
|
1.1x5
|
nmf6
|
The table above provides an alternative dividend
cover calculation based on actual cash distributions received by
the Company and HoldCo from the investment portfolio or SPVs. Cash
distributions are paid in the form of dividends, shareholder loan
payments (interest or principal) or equity repayments.
Adjusted net cash flow is calculated by
consolidating net cash flow from operating activities at the
Company and HoldCo, subject to certain adjustments (as shown in the
table above), the most notable being distributions from the
Company's assets in the form of shareholder loan
repayments.
Cash dividend cover increased from
1.1x5 to 1.5x in 2023 as a result of the further
expansion of the operating portfolio and timing effects of
distributions. The assets Tiza, Jaén and The Rock contributed a
full year to the performance of the portfolio, with a partial
contribution from the Guillena project which became operational in
April 2023.
1. Non-euro currencies
converted to EUR as at 31 December 2023. Desfina contribution
reflects AER's economic interest rather than voting interest
(91.5%).
2. Distributions from
operating activities in the form of shareholder loan and equity
repayments (Olhava EUR 2.2 million, Benfica III EUR 0.5 million,
Desfina EUR 4.3 million, Ourique EUR 0.6 million, Greco EUR 1.1
million, Tiza EUR 0.2 million).
3. Part of Jaén and Guillena
PAC payment made by the operating company (EUR 1.6
million).
4. Capitalisation of
shareholder loan interest (The Rock EUR 0.1 million, Albeniz EUR
0.2 million, Benfica III EUR 0.2 million).
5. The deviation in the cash
dividend cover for 2022 compared to the Annual Report 2022 is due
to the inclusion of RCF interest and fees.
6. Not meaningful.
Update on
Initiatives
Spanish Solar PV
Financing
The Company (via its wholly owned subsidiaries)
has entered into a EUR 50.0 million1, five-year
non-recourse debt facility ("Debt Facility") with ING Bank N.V.
Sucursal en España. The Debt Facility is secured by AER's wholly
owned Spanish solar PV portfolio, which consists of 180 MWp of
unlevered operating assets supported by long-term contracted Power
Purchase Agreements.
The Debt Facility implies a conservative gearing
level of approximately 21.1% for the Spanish solar PV portfolio,
based on fair values as at 31 December 2023. The Company has been
able to secure the loan at attractive terms, with an all-in
interest rate below the existing Revolving Credit Facility ("RCF").
Pricing terms of the Debt Facility remain confidential. The Debt
Facility is 90% hedged via an interest rate swap over the life of
the loan and is also partially amortising, with a balloon repayment
at maturity. The Debt Facility also benefits from an accordion
option (EUR 18.0 million), as well as two twelve-month extension
options, both of which are subject to lender consent.
Net proceeds from the Debt Facility, which was
fully drawn in January 2024, were used to repay the RCF, reducing
its drawn balance to EUR 26.1 million (excluding bank guarantees,
current facility limit: EUR 100.0 million). As a result, the
Company's overall gearing level remains unchanged at approximately
34.3% of its GAV.
Asset Life Extensions
The Company and the Investment Adviser have been
undertaking an asset life extension programme in 2023 in
consultation with external technical advisers. Following the
conclusion of due diligence, the Company implemented the following
changes (where applicable) in asset life assumptions across the
portfolio:
·
Albeniz, Greco, Tiza (Solar PV, 180.0 MW): increased from 30
to 40 years (+10 years)
·
Benfica III, Ourique (Solar PV, 81.8 MW): increased from 30
to 40 years (+10 years)
·
Holmen II (Wind, 18.0 MW): unchanged at 25 years
·
Svindbaek (Wind, 32.0 MW): increased from 25 to 29
years
·
(+4 years)
·
Tesla (Wind, 150.0 MW): unchanged at 25 years
·
Olhava (Wind, 34.6 MW): increased from 27.5 to 30
years
·
(+2.5 years)
·
Desfina (Wind, 40.0 MW): the Investment Adviser is currently
undertaking due diligence in relation to a potential asset life
extension
The above changes in aggregate generated a value
uplift of 4.6 cents per Ordinary Share (+4.2%) as at 31 December
2023.
1. Excludes any ancillary debt
facilities (debt service reserve and letter of credit
facilities).
Benfica III Research
Project
A research project, partially funded by the
Investment Adviser and the German Ministry for Economic Affairs and
Climate Action ("BMWK"), is collecting data from the Company's
Portuguese solar PV asset Benfica III. The Investment Adviser's
research partner, a German company called SunSniffer, has developed
sensors for photovoltaic modules that can be inserted into the
module strings, and a research institute called Forschungszentrum
Jülich has developed machine learning tools for data analysis and
failure detection, allowing for an in-depth analysis of any
underperforming modules.
Currently, the Investment Adviser, as per the
industry standard, monitors and operates at the string level.
However, the underperformance of one module can affect its entire
string, and a technician cannot identify which module in particular
is affected without checking every module of the affected string.
The research project is currently analysing the health status of
the solar PV park to determine where to incorporate the new
sensors, which would improve asset technical availability and,
consequently, production.
Euronext Secondary
Listing
The Company was successfully admitted to trading
on the Euronext Growth Dublin stock exchange on 2 October 2023. The
secondary listing, under the ticker AERI, is expected to further
enhance the Company's marketability in Europe, given its euro
currency denomination and European-focused investment strategy, and
thereby also potentially boost the liquidity of the underlying
shares over time.
Gearing1
|
As at
|
As at
|
|
|
31 December
|
31
December
|
|
EUR million
|
2023
|
2022
|
Variance
(%)
|
NAV
|
372.5
|
451.7
|
(17.5%)
|
Debt2
|
194.8
|
155.2
|
25.5%
|
GAV
|
567.4
|
606.9
|
(6.5%)
|
Debt (% of GAV)3
|
34.3
|
25.6
|
8.8 bps
|
Project debt weighted average maturity
(years)
|
13.9
|
14.6
|
(0.7)
years
|
Project debt weighted average interest
rate4 (%)
|
2.6
|
2.5
|
7 bps
|
RCF interest rate (%)5
|
5.7
|
3.5
|
217 bps
|
The portfolio remains modestly levered with the
Company operating at a gearing ratio of 34.3% of GAV (31 December
2022: 25.6%)6.
The Company's prospectus allows it to operate
with a maximum gearing level of 50.0% of GAV7. The
Company's asset level debt is largely fully amortising with fixed
interest rates. Approximately EUR 11.0 million of asset level debt
(AER share) was repaid from operating cash flow at the asset level
during 2023.
As at 31 December 2023, the RCF was drawn to EUR
80.4 million (31 December 2022: EUR 34.9 million), including bank
guarantees, with an undrawn limit of EUR 19.6 million. The RCF has
been primarily used to fund the Company's commitments related to
the Greco project (EUR 74.7 million in total) whilst the bank
guarantees (EUR 5.7 million) have been primarily issued in relation
to dismantling and PPA guarantees required for the Company's
operating assets in Spain. The RCF is a floating rate facility
which expires in April 2025, following the Company exercising its
twelve-month extension option in 2023. In January 2024, net
proceeds from the Company's recently announced EUR 50.0 million
Spanish solar PV debt facility were used to repay the RCF, reducing
its drawn balance to approximately EUR 26.1 million (excluding bank
guarantees).
All AER's levered investments are performing
above minimum bank covenant levels, with the exception of Olhava
(7.0% of portfolio fair value as at 31 December 2023) which
breached its Debt Service Coverage Ratio ("DSCR") on 31 December
2023 as a result of a combination of low power prices, low
production and high debt amortisation levels. The Company does not
expect any material consequences as a result of the
breach.
1. Foreign currency values
converted to EUR as at 31 December 2023. Data represents AER's
share of debt. AER share of Desfina debt based on voting interest.
Totals may not add up due to rounding differences.
2. Debt corresponds to senior
debt secured at project level and RCF at HoldCo level.
3. This disclosure is
considered to represent the Company's alternative performance
measures ("APMs"). Definitions of these APMs and other performance
measures used, together with how these measures have been
calculated, can be found below. All references to cents are in
euros, unless stated otherwise.
4. Weighted average all-in interest
rate for EUR denominated debt (excl. RCF). DKK denominated debt has
an average weighted interest rate of 2.7% (31 December 2022:
2.8%).
5. Consists of 1M EURIBOR plus
a margin of 1.85%.
6. Excludes bank guarantees of
EUR 5.7 million (31 December 2022: EUR 10.9 million).
7. The Company may take on
long-term structural debt provided that, at the time of entering
into such debt, it does not exceed 50% of the prevailing Gross
Asset Value. Any short-term debt, such as a Revolving Credit
Facility, will be subject to a separate gearing limit so as not to
exceed 25% of the Gross Asset Value at the time of entering into
such debt.
Debt Summary as
at 31 December 20231
Project
|
AER share
|
Drawn debt (EUR
million)
|
Currency
|
Bullet/amortising
|
Maturity
|
Hedged
proportion
|
Type
|
Tesla
|
25.9%
|
8.2
|
EUR
|
Partly
amortising
|
Mar-29
|
100.0%
|
Bank Debt
|
Sagres
|
18.0%
|
6.0
|
EUR
|
Fully
amortising
|
Jun-33
|
70.0%
|
Bank Debt
|
Olhava
|
100.0%
|
14.4
|
EUR
|
Fully
amortising
|
Dec-30/Sep-31
|
100.0%
|
Bank Debt
|
Holmen II
|
100.0%
|
11.8
|
DKK
|
Fully
amortising
|
Dec-37
|
100.0%
|
Bank Debt
|
Svindbaek
|
99.9%
|
7.0
|
DKK
|
Fully
amortising
|
Dec-37
|
100.0%
|
Bank Debt
|
The Rock: USPP Bond
|
13.7%
|
31.2
|
EUR
|
Fully
amortising
|
Sep-45
|
100.0%
|
Debt Capital
Markets
|
The Rock: Green Bond
|
13.7%
|
11.0
|
EUR
|
Bullet
|
Sep-26
|
100.0%
|
Debt Capital
Markets
|
Desfina
|
89.0%
|
30.5
|
EUR
|
Fully
amortising
|
Dec-39
|
100.0%
|
Bank Debt
|
Subtotal
|
|
120.1
|
|
|
|
98.5%
|
|
RCF
|
100.0%
|
74.7
|
EUR
|
Bullet
|
Apr-25
|
0.0%
|
Bank Debt
|
Total
|
|
194.8
|
|
|
|
60.7%
|
|
Valuation
Fair
Value
The table below shows the fair values of the
investments held by Tesseract Holdings Limited ('HoldCo'), the
Company's wholly owned subsidiary, as well as the reconciliation to
the respective item on the Company's balance sheet.
|
As at
|
As at
|
|
|
31 December
|
31
December
|
Variance
|
EUR million
|
2023
|
2022
|
(%)
|
Tesla
|
25.8
|
35.5
|
(27.2%)
|
Sagres
|
20.1
|
23.0
|
(12.4%)
|
Holmen II
|
26.5
|
39.5
|
(32.9%)
|
Olhava
|
30.8
|
27.2
|
13.5%
|
Svindbaek
|
37.7
|
46.9
|
(19.6%)
|
The Rock
|
37.7
|
41.7
|
(9.5%)
|
Benfica III
|
16.1
|
17.1
|
(5.6%)
|
Albeniz
|
50.5
|
55.1
|
(8.4%)
|
Desfina
|
26.1
|
28.5
|
(8.3%)
|
Ourique
|
30.5
|
36.4
|
(16.1%)
|
Greco
|
103.4
|
66.5
|
55.5%
|
Tiza
|
32.5
|
34.1
|
(4.9%)
|
Fair Value of
Investments (HoldCo)²
|
438.0
|
451.5
|
(3.0%)
|
Cash and other current assets of
HoldCo
|
9.6
|
6.4
|
49.6%
|
Revolving Credit Facility drawn by
HoldCo
|
(74.7)
|
(24.0)
|
211.3%
|
Elimination of intercompany shareholder loan,
other
|
(0.5)
|
(5.3)
|
(91.2%)
|
Investments at
fair value through profit or loss
|
372.4
|
428.6
|
(13.1%)
|
1. Foreign currency values
converted to EUR as at 31 December 2023. Data represents AER's
share of debt. AER share of Desfina's debt based on voting
interest.
2. 2023 includes new
investments in Greco (EUR 45.3 million) and other (EUR 0.3
million). 2022 data includes capital contributions related to
construction assets (Albeniz: EUR 6.3 million), new investments
(Greco, Tiza combined: EUR 94.3 million), capital injection
(Sagres: EUR 2.2 million) and other (EUR 0.3 million).
The Company's NAV as at 31 December 2023 was EUR
372.5 million or 98.5 cents per Ordinary Share (31 December 2022:
EUR 451.7 million or 110.6 cents per Ordinary Share). This
represents a NAV total return of -6.0% per Ordinary Share (31
December 2022: 12.9%) including dividends.
A dividend of EUR 21.2 million (5.445 cents per
Ordinary Share) was paid during the reporting period, with respect
to the last quarter of 2022 to the third quarter of
2023.
The main drivers of NAV movements throughout the
full-year 2023 reporting period include:
·
forecast power prices: a decline in short-term electricity
price forecasts across the portfolio resulted in a decrease of 11.0
cents per Ordinary Share. The methodology continues to assume an
average of two power price curves from independent market analysts
over the life of each asset, with the hydropower asset Sagres
utilising an average of three power curves. No forward or futures
curves are used;
·
inflation: lower short-term CPI forecasts resulted in a
decrease of 0.4 cents per Ordinary Share;
·
discount rate: the Company's discount rate has remained
unchanged at 7.2% compared to 2022;
·
share buyback programme: EUR 27.8 million1 of
capital returned to shareholders in the form of share buybacks over
2023, reducing total Ordinary Shares in issue by 7.4%, increased
the NAV per Ordinary Share by 1.4 cents;
·
asset life extensions: increasing the average asset life
assumptions for the solar portfolio from 30 years to 40 years, and
those of the wind portfolio from 25 years to an average of 28
years, boosted the NAV per Ordinary Share by 4.6 cents;
and
·
Norwegian resource rent tax for Tesla and The Rock
(-4.4 cents)2.
Since IPO, AER has achieved an annualised total
NAV return of 4.3% over 4.5 years (excluding any reinvestment of
dividends), which is below the Company's long-term target of 6.0%
to 7.5%. The lower-than-targeted return is primarily attributable
to the Company's NAV performance in 2023, which recorded the first
negative total NAV return in the Company's short operating history
at -6.0% including dividends as a result of the drivers described
above.
Valuation
Methodology
The Company owns 100.0% of its subsidiary
Tesseract Holdings Limited ('HoldCo' or 'THL'). The Company meets
the definition of an investment entity as described by IFRS
10.
As such, the Company's investment in the HoldCo
is valued at fair value.
The Company has acquired underlying investments
in SPVs through its investment in the HoldCo. The Investment
Adviser has carried out fair market valuations of the SPV
investments as at 31 December 2023 and the Directors are satisfied
with the methodology, the discount rates and key assumptions
applied, and the valuations.
All SPV investments are at fair value through
profit or loss and are valued using the IFRS 13 framework for fair
value measurement. The economic assumptions shown below were used
in the valuation of the SPVs.
1. Excluding fees and stamp
duty.
2. See below for more
details.
Valuation
Assumptions
As at 31
December 2023
|
|
Discount
rates
|
The discount rate used in the valuations is
calculated according to internationally recognised methods. Typical
components of the discount rate are risk-free rates,
country-specific and asset-specific risk premia.
The latter comprise the risks inherent to the
respective asset class, as well as specific premia for other risks
such as development and construction.
|
Power
price
|
Power prices are based on power price forecasts
from leading market analysts. The forecasts are independently
sourced from providers with coverage in almost all European markets
as well as providers with regional expertise. The approach applied
to all asset classes (wind, solar PV and hydropower) remains
unchanged with the first two using a blend of two power price curve
providers and the third using a blend of three power price curve
providers.
|
Energy
yield/load factors
|
Estimates are based on third-party energy yield
assessments, which consider historic production data (where
applicable) and other relevant factors.
|
Inflation
rates
|
Long-term inflation is based on the monetary
policy of the European Central Bank. Short-term inflation
assumptions are based on the first three years being sourced from
Refinitiv and an interpolation for another two years to the
long-term rate.
|
Asset
life
|
In general, an operating life of 25 to 30 years
for onshore wind and 40 years for solar PV is assumed. The
operating lives of hydropower assets are estimated in accordance
with their expected concession terms.
|
Operating
expenses
|
Operating expenses are primarily based on
respective contracts and, where not contracted, on the assessment
of a technical adviser.
|
Taxation
rates
|
Underlying country-specific tax rates are
derived from due diligence reports from leading tax consulting
firms.
|
Portfolio
Valuation - Key Assumptions
|
|
As at
|
As at
|
Metric
|
|
31 December 2023
|
31 December
2022
|
Discount rate
|
Weighted average
|
7.2%
|
7.2%
|
Long-term inflation
|
Weighted average
|
2.0%
|
2.0%
|
Remaining asset life1
|
Wind energy (years)
|
22
|
22
|
|
Solar PV (years)
|
36
|
29
|
|
Hydropower (years)
|
9
|
10
|
Operating life assumption2
|
Wind energy (years)
|
283
|
26
|
|
Solar PV (years)
|
40
|
30
|
|
Hydropower (years)
|
n/a
|
n/a
|
There were no significant changes in the key
valuation assumptions compared to the previous reporting
period.
1. Remaining asset life based
on net full load years. Does not consider any impact from the Greek
wind farm Desfina's potential asset life extension.
2. Asset life assumption from
date of commissioning.
3. Assumes an asset life of 25
to 30 years.
Norwegian Tax
Changes
On 19 December 2023, following an extensive
consultation process that received input from the Investment
Adviser, other industry players and the Renewables Norway
organisation, the Norwegian Parliament passed a series of
legislative changes to taxes applicable to existing and new onshore
wind farms, effective from 1 January 2024. A resource rent tax of
25% on all onshore wind farms has been introduced, lower than the
40% initially proposed. An increased base for tax depreciation (up
to a maximum 85% of the historical investment cost) was also
included. A natural resource tax and a high-price contribution tax
have been discontinued, whereas a production tax on wind farms was
only marginally increased from 0.02 NOK per kWh to 0.023 NOK per
kWh. These tax changes were reflected in the Q4 valuations of the
Company's Norwegian wind farms The Rock and Tesla (the assets
account for 14.5% of the Q4 total portfolio fair value). Analyst
power price forecasts used to support the Q4 valuations of The Rock
and Tesla do not include any potential impact of Norway's resource
rent tax on the country's medium and long-term power price
forecasts, which may need to reflect the likely outcome of the tax
on future build-out of much-needed renewable energy capacity in the
country.
MARKET
COMMENTARY AND OUTLOOK
Market Power
Prices
In 2023, power prices across European regions
were characterised by persistent volatility, driven by the downward
trajectory of commodity prices, most notably gas and carbon prices
during the last quarter of the year. This trend reflected a
reduction in demand spurred by mild temperatures in Europe,
elevated filling levels of gas storage reservoirs and greater
renewable generation feeding into national grids. Overall,
near-term power price forecasts are significantly lower
year-on-year, but remain above long-term averages. Medium to
long-term power price forecasts have not changed materially in the
year.
In response to the prolonged period of high
energy prices in 2022, national governments across Europe sought to
intervene in electricity markets by either altering the price set
by the market or more commonly by introducing windfall taxes and
price caps. Against a backdrop of declining gas and power prices,
the European Commission did not recommend extending emergency
measures beyond June 2023 and no European country in which the
Company is invested in decided to extend windfall tax measures into
2024.
Nordics
In 2023, power prices in the Nordics saw an
increasing convergence with prices in continental Europe, catalysed
by increased interconnection links with Germany and the UK, and
thus a greater correlation to European commodity prices, most
notably gas. In the second half of the year, specifically from July
to October, high hydro output and renewable generation further
depressed power prices. The Nordic electricity system spot price
averaged EUR 56.4 per MWh in 2023 (2022: EUR 135.9 per
MWh).
However, due to the different patterns for
southern and northern price zones in Norway, the impact of higher
commodity prices differs widely. The southern price zones (NO1, NO2
and NO5) were significantly affected by continental Europe due to
the existing interconnections. In contrast, northern regions (NO3
and NO4) were less affected by fluctuations in power prices due to
the lower local demand and abundant wind Resources. Conversely, the
higher interconnection to the southern zones is now reducing this
disparity. Aquila European Renewables has exposure to NO2 and NO4
price zones in Norway via its interest in Tesla and The Rock
respectively.
Iberia
Average electricity spot market prices in Iberia
traded at a discount compared to other European regions. This was
due to a temporary gas price cap mechanism introduced by the
Spanish and Portuguese governments in mid-June 2022, which held
back the impact of escalating fuel prices on power
prices.
The cap was in force up to 31 December 2023,
having stopped applying since March 2023 due to the steep decline
in gas prices. Power demand also remained depressed, decreasing
2.5% from 2022, and high renewable output, especially in the last
quarter of the year, also contributed to the downward trajectory in
power prices. In Iberia, spot prices traded at an average of EUR
87.2 per MWh in 2023 (2022: EUR 167.5 per MWh).
A Spanish windfall revenue clawback tax for
renewable generators, which expired in December 2023, was not
extended for 2024. The impact of the clawback has been to restrict
captured market revenue to prices in the approximate range of EUR
85.0 and EUR 100.0 per MWh. The impact on the Company's Spanish
portfolio was minimised given relatively high hedging ratios as a
proportion of total production and the exemption of PPA revenues
below EUR 67.0 per MWh from the windfall tax. A generation tax was
re-introduced in 2024, gradually rising from 3.5% over the first
quarter, to 5.25% in the second quarter, and increasing to 7.0%
over the second half of the year. The impact of the tax, including
its effect on spot market power prices, is expected to be reflected
in the first quarter 2024 valuation of the Spanish solar PV
portfolio.
Greece
Power prices in Greece were more elevated than
other European countries due to the higher proportion of hours in
which gas-fired generation sets the marginal price in the country's
wholesale market. However, the downward trajectory in commodity
prices still resulted in a substantial decrease in the average
power price for 2023 to EUR 119.2 per MWh (2022: EUR 279.9 per
MWh). A windfall tax with a threshold of EUR 85.0 per MWh, applying
to the revenues in the day-ahead market of renewable generators,
expired on 1 June 2023.
However, given the revenues of the Company's
Greek wind farm, Desfina, are 100% hedged by a feed-in tariff, the
windfall tax had no impact on the asset's revenue.
Fuel
Price Evolution
The downward trend of commodity prices (notably
gas and coal) contributed to the continuation of the bearish trend
in European power price levels since the start of the year. The
predominant marginal price setter for power prices in the markets
the Company is invested in is European natural gas. Throughout
2023, low demand and a robust gas supply saw gas storage levels
reach the upper bounds of the ten-year range for most of the year,
primarily due to the higher volume of liquefied natural gas ("LNG")
imports and two consecutive mild winters across Europe. Industrial
electricity demand also recovered at a slower rate than anticipated
from the significant falls of 2022 as industries lowered production
to deal with the higher power price environment. Both of these
factors applied a downward pressure on near-term power
prices.
European Union Emissions Allowance ("EUA")
prices traded on the EU's Emissions Trading System increased
marginally from an average price of EUR 81.2 per MWh in 2022 to an
average price of EUR 85.5 per MWh in 2023, despite low buying
interest in the second half of the year.
Gas forward prices steadily declined over the
reporting period due to the reduction in demand caused by mild
temperatures in Europe, elevated filling levels of gas storage
reservoirs and high levels of LNG imports. On average, gas prices
in 2023 plunged by roughly 69% from 2022 prices, dropping from an
average of EUR 132.5 per MWh in 2022 to an average of EUR 41.0
per MWh in 2023.
Coal prices fell from an average of USD 285.2
per tonne in 2022 to an average of USD 124.7 per tonne in 2023, in
line with the trend of gas prices, due to weak fundamentals for the
sector and a negative macro-economic outlook.
Regulatory
Developments
Overall, 2023 was a year of considerable
progress for the renewable energy sector, with an electricity
market reform and other EU legislation aimed at materialising
increasingly ambitious decarbonisation targets.
EU
Market Design
On 14 December, the European Parliament and
Council reached an agreement to reform the European Union's ("EU")
electricity market design. The agreement was formally adopted in
April 2024. The outcome of this reform is positive as it does not
envisage a fundamental change in the pay-as-clear market
design and should incentivise the deployment of renewables. The
reform will support long‑term
contracts such as PPAs, boosting their uptake by smaller market
participants through guarantee schemes to reduce risks associated
with offtaker payment default, facilities to pool demand, annual
assessments of the PPA marker at an EU and Member State level, and
voluntary standardised PPA contracts.
The agreement will further improve liquidity in
forward markets by creating virtual hubs, similar to the Nordic
forward market hub, for Europe's various price zones and accelerate
the build-out of renewables by mandating two-way contracts for
difference for new publicly financed investments in renewable
generation. The reform will also boost the electricity market's
flexibility by adapting capacity mechanisms to further promote the
participation of renewable technologies, such as demand response
and storage. An acceleration of grid development and
more‑flexible connection
arrangements are also included, along with quantifiable national
targets for demand response and storage. The Company expects this
reform to the electricity market design to further incentivise the
expansion of renewable generation in Europe.
The
Green Deal Industrial Plan: Placing Europe's Net-Zero Industry in
the Lead
The European Council and the European Parliament
reached a provisional agreement on the Net-Zero Industry Act
("NZIA") on 6 February 2024, aimed at bolstering Europe's renewable
sector and achieving the EU's climate goals. This agreement entails
measures such as establishing a single list of net-zero
technologies, simplifying permit-granting procedures for
manufacturing projects, fostering innovation through regulatory
sandboxes, and enhancing workforce skills. Key targets also include
sourcing 40% of annual solar PV deployment from EU manufacturing
and achieving an annual CO2 carbon capture and storage capacity of
at least 50 million tonnes by 2030. Additionally, the agreement
includes the streamlining of construction permit procedures, the
creation of net-zero industrial valleys, and greater clarity on
public procurement criteria. Furthermore, rules on public
procurement will ensure transparency and diversification of
technology supply, with at least 30% of the volume auctioned
annually per member state. After the provisional agreement reached
on 6 February, the NZIA awaits formal adoption by both institutions
later in 2024. It is expected the reform will expedite the
build-out of renewable capacity whilst also boosting the
competitiveness of Europe's renewable energy sector.
A revised Renewable Energy Directive entered
into force in all EU countries on 20 November 2023, raising the
EU's renewable energy target to 42.5% of final energy consumption
by 2030, up from the original goal of 32%. Implementation of the
Directive will lead to considerable fluctuations in the bloc's
electricity market throughout this transition, given the underlying
assumption that renewable capacity will need to triple by 2030 to
1.3 TW, in line with the global goal set at the 2023 United Nations
Climate Change Conference ("COP28"). Solutions to stabilise the
electricity grid's supply and demand are thus indispensable
considering the scale of these targets, requiring greater
investment in battery storage systems to improve grid efficiency,
greater interconnection between European countries, and an
expansion in grid capacity build‑out. This urgency is exemplified in the fact
that installed interconnection capacity equalled less than
one-fifth of Spain's peak demand, already one of the most
decarbonised, with renewables accounting for 62% of installed
capacity in 2023, highlighting the need to significantly boost
interconnection with the rest of the European power
market.
Wind
Power Action Plan
In October, the European Commission proposed a
Wind Power Action Plan that is expected to enhance the
competitiveness of the Eurozone's wind industry. The proposal will
accelerate permitting, improve auction designs, ensure fair
competition from foreign manufacturers, expand access to finance to
the EU wind supply chain and facilitate grid build-out, including
cross-border grid projects.
Outlook
2023 saw heightened volatility in the global
economy as most major markets transitioned from more than a decade
of historically low interest rates to the sharpest and steepest
tightening cycle by central banks in the developed world since
1979, contributing to sluggish aggregate and industrial demand
across the EU. A more volatile geopolitical environment is also
expected in 2024, marked by high volatility in commodity prices and
supply disruptions from the ongoing conflict in Ukraine, the crisis
in the Near East and attacks on shipping in the Red Sea.
Disruptions in shipping in the Red Sea have already resulted in
lead time and transportation cost increases across all renewable
supply chains as shipping lanes from Asia to Europe increasingly
transition to circumnavigating Africa rather than passing through
the Suez Canal. Concerns over an escalation to a wider Middle
Eastern conflict and increased competition with Asia over liquefied
natural gas supply could have a material impact on commodity and
power prices.
Despite this volatile backdrop, narrowing
contributions from food and energy prices have brought annual
headline inflation downwards over the year, with Eurozone headline
inflation falling from a peak of 11.5% in October 2022 to 2.9% year
on year in December 2023, trending down to the European Central
Bank's target of 2.0%. The Company's exclusive exposure to European
markets is thus a key differentiator from its UK-centric peer
group, where headline inflation has decreased from a peak of 11.1%
to 4.6% year on year over the same period. Conversely, European
core inflation has remained harder to bring down, trending at more
than double the European Central Bank's targets across the
developed world due to the much higher concentration of services
inflation, the latter boosted by strong wage growth resulting from
tight labour markets. Nevertheless, it is expected that both
headline and core inflation should continue to recede in 2024 and
that the interest rate cycle has peaked across developed markets,
given the already significant drop in inflation since the 2022
highs. Thus, in the absence of any exogenous events that could
derail assumptions on inflation or the global economic situation,
the market consensus is that central banks should begin to cut
interest rates later this year, a promising tailwind for asset
valuations that it is hoped should narrow the disconnect between
private and public market valuations for renewable
infrastructure.
Electricity prices in most of the Company's key
markets are also forecast to continue to fall over time, reflecting
the downward trend of commodity prices witnessed in the second half
of 2023, the latter spurred by elevated filling levels of gas
storage reservoirs amid milder seasonal weather conditions. These
forecasts are reflected in the Company's power price curves as at
year end 2023 for most price zones, showcasing a continued drop in
prices in the short to medium term, plateauing in the long
term.
However, in the short term, greater competition
with Asia over liquefied natural gas supply, at least until a new
wave of gas liquefaction capacity is set to come online between
2026 and 2028, will continue to pressure commodity and thus
electricity prices into the next winter season. Furthermore, the
current slowdown in China's economy is already lowering prices for
key raw materials, components, equipment and services in the
renewable supply chain, especially solar modules, and a recovery in
the country's economy may drive prices in an upward
trajectory.
2023 was a significant milestone for Europe's
renewable energy sector, with the EU committing to more-ambitious
energy transition and decarbonisation targets for 2030 and beyond,
as well as the introduction of reforms aimed at creating a more
favourable regulatory environment for the sector to ensure energy
security and affordability. In addition, wind and solar PV capacity
produced a record 27% of EU electricity in 2023, up from 23% in
2022, their largest ever annual capacity additions and a promising
development for the sector as wind power generation surpassed that
from gas for the first time1. The urgency in adopting
renewables is evidenced by forecasts that require a three-fold
increase in global renewable capacity by 2030 to remain on target
with the net zero emissions scenario by 2050 and limiting the
global temperature rise to 1.5°C2.
Emerging trends, notably the rise of generative
artificial intelligence, the increased adoption of 5G networks and
cloud computing are expected to transform productivity and
economies worldwide. Other notable demand growth drivers include
the rising share of electric vehicles, the wider introduction of
heat pumps, battery storage systems and the electrification of
industrial processes; all these trends are key to remain on target
with Europe's net zero emissions scenario by 2050.
Looking ahead, the themes of decarbonisation and
energy security will continue to spur demand for the renewable
energy transition, with expanding the deployment and operational
competitiveness of renewables assets being a key priority for
governments across Europe. Overall, the Company's balanced
portfolio of fully operational wind, solar and hydro-electric
assets is expected to benefit from these secular tailwinds and,
together with the Investment Adviser, play a meaningful role in
Europe's energy transition.
Aquila Capital
Investmentgesellschaft mbH
24 April 2024
1. Ember, 'European
Electricity Review 2024', available at:
https://ember-climate.org/insights/research/european-electricity-review-2024/
2. International Energy Agency
("IEA"), 'Keeping the door to 1.5°C open' (2023), available at:
https://www.iea.org/reports/world-energy-outlook-2021/keeping-the-door-to-15-0c-open
ENVIRONMENTAL, SOCIAL AND GOVERNANCE
1.
Environmental
Aquila Group, the Investment Adviser of the
Company, focuses on the investment in, and development of,
essential assets.
This includes clean energy (wind energy, solar
PV, hydropower and battery storage), sustainable infrastructure and
specialty asset classes, such as carbon forestry and energy
efficiency. In 2023, Aquila Group supplied 2.3 million homes with renewable
energy, which cumulatively avoided 2.4 million tonnes of CO2e
annually¹.
In 2022, Aquila Group formalised a mission to
become one of the world's leading sustainable investment and
development companies for essential assets by 2030. To show
commitment to the mission, it set a Group-wide goal to avoid
1.5 billion tonnes of
CO2e by 2035 in its portfolio's lifetime, equivalent to
4.0% of CO2
emissions world-wide in 2023².
UN
Sustainable Development Goals for Europe
40.0%
At least a 40.0% decline from 1990 levels in
greenhouse gas emissions
32.0%
A 32.0% share for renewables in the energy
system
32.5%
A 32.5% improvement in energy
efficiency
Using the appropriate tools, due-diligence
procedures and experts, Aquila Group ensures it identifies,
assesses and mitigates all material ESG factors, to protect
investors from potential financial downside, while considering
their impact on society and the environment. In this context,
Aquila Capital Investmentgesellschaft mbH (Aquila Capital), our
regulated alternative investment fund management ("AiFM") entity,
and Investment Adviser of the AER, manages all relevant ESG
elements using dedicated subject-matter experts.
Together, we are committed to the UN Sustainable
Development Goals, particularly climate action (SDG #13), clean
energy (SDG #7), industry innovation, and infrastructure (SDG
#9).
The Company aims to invest in a diversified
portfolio of renewable energy infrastructure investments, such as
hydropower plants, wind and solar parks, across continental Europe
and Ireland. With the objective of providing investors with a
diversified portfolio of renewable assets, AER is able to deliver
on its investment objectives as well as contribute towards the
green economy.
1. Data as at 31 December 2023
for the year 2023, based on current portfolio of the Aquila Group.
For details on the methodology for avoided emissions, refer to:
https://www.aquila-capital.de/fileadmin/user_upload/PDF_Files_Whitepaper-Insights/20231121_LAE_White_paper_EN.pdf.
The calculation of the average European household consumption is
based on Eurostat data
(https://ec.europa.eu/eurostat/web/main/home). The average EU-27
household electricity consumption per person (in MWh per capita) is
multiplied by the average EU-27 household size, resulting in the
average consumption of electricity of the average household size
(in MWh per household). The electricity generated by the assets is
divided by the EU-27 average consumption of electricity and
household size (in MWh per household) resulting in the final value
displayed.
2. Worldwide CO2
emissions in 2023 from energy combustion, industrial processes, and
flaring were 37.4 billion tonnes according to the International
Energy Agency ("IEA"), available at:
https://www.iea.org/reports/co2-emissions-in-2023
AER contributes to the following three UN
Sustainable Development Goals:
AER's
Contribution to the UN Sustainable Development
Goals
|
|
Contribution towards
|
|
|
UN Sustainable
|
Goal
|
Overview
|
Development Goals
|
Ensure access
to affordable, reliable, sustainable and modern energy for
all.
|
·
AER's portfolio produces renewable energy, which contributes
towards Europe's electricity mix.
·
Renewable energy is a cost-effective source of energy
compared to other options.
·
AER's investments in renewable assets help support and
encourage further investment in the industry.
|
7 AFFORDABLE AND
CLEAN ENERGY
|
Build resilient
infrastructure, promote inclusive and sustainable industrialisation
and foster innovation.
|
·
AER targets renewable investments that are supported by
high-quality components and infrastructure, to optimise the energy
yield and subsequent return to investors.
·
AER's investments help support the construction of shared
infrastructure (e.g. substations) which enables the further
expansion of renewable energy sources.
·
AER's Investment Adviser, Aquila Capital, is responsible for
monitoring and optimising the Company's day-to-day asset
performance. This process also involves exploring how new
technologies and other forms of innovation can be used to enhance
asset performance and sustainability (energy yield, O&M, asset
life).
|
9 INDUSTRY,
INNOVATION AND INFRASTRUCTURE
|
Take urgent
action to combat climate change and its impacts.
|
·
The Company's 463.8
MW portfolio powered approximately 266.4 thousand households and avoided
approximately 267.6
thousand tonnes of CO2 emissions over the
reporting period¹.
·
As a signatory to the UN Principles for Responsible ("UN
PRI"), the Company's Investment Adviser has integrated ESG criteria
all along its investment process for real assets, which includes
considerations of climate change.
|
13 CLIMATE
ACTION
|
|
GRESB
GRESB is a global ESG benchmark for real estate
and infrastructure which synthesises Environmental, Social, and
Governance ("ESG") data and provides actionable insights to its
members, partners, and investors.
In its third year of participation in the GRESB
assessment, the Company has achieved an improvement in both its
overall GRESB score and rating for the period. AER achieved an
overall GRESB score of 92 out of
100 (assessment performed in 2023 in relation to 2022:
88 out of 100), the highest
rating ever achieved by the Company, and higher than the average of
88 points amongst its peer group. In addition, AER achieved a
4 out of 5-star GRESB
rating (assessment performed in 2022 in relation to
2021: 3 out of 5). While
the GRESB score is an absolute measure, the GRESB rating is an
overall relative measure of ESG management and performance of the
Company, highlighting improvement over time.
At the portfolio level, compared to its last
GRESB assessment, the results show an improvement in performance in
the categories of Reporting (e.g. ESG investor reporting and
incident management) and Risk Management (e.g. risk-management
systems at asset level, social-risk assessments and incident
reporting), while the score in Stakeholder Engagement was
maintained. At the asset level, the ratings upgrade recognises
AER's strong risk-management framework and improved Stakeholder
Engagement, while the performance in resource and emission
management was maintained for AER's assets.
|
1. Actual AER contributions at
31 December 2023. The CO2 equivalent avoidance, the
average European households supplied and household emissions are
approximations and do not necessarily reflect the exact impact of
the renewable energy projects. The cited sources of information are
believed to be reliable and accurate, however, the completeness,
accuracy, validity and timeliness of the information provided
cannot be guaranteed and Aquila Capital accepts no liability for
any damages that may arise directly or indirectly from the use of
this information.
Environmental
Initiatives
Below is a selection of initiatives implemented
across AER's portfolio to preserve and improve flora and fauna,
undertaken over the first nine months of 2023.
Spanish Solar
PV ESG Initiatives
The natural environment around some of the
Company's solar PV parks is the Desierto de Tabernas National Park,
situated to the south east of Spain and representing the only
desert in the entire European continent. This constitutes a rich
biodiversity of environmental resources that is of particular
geological interest. Specialist advisers have been commissioned to
implement environmental measures to mitigate the impact of the
solar PV plants on the environment and create habitats for flora
and fauna.
Several visits per month are made to implement
the measures, monitor their evolution and make necessary
adjustments. Below is a selection of closely monitored measures
implemented across some of the Company's solar PV parks for local
flora and fauna.
Flora
·
Translocation of rain-fed olive trees.
·
Planting of broom and palmetto trees to promote landscape
integration and the creation of biotopes appropriate for local
species.
·
Clearing of vegetation through sheep grazing.
·
Regular maintenance measures and monitoring.
Fauna
·
Drinking troughs, feeding troughs and perches were installed
in order to suit the local fauna.
·
A hunting fence was installed to protect wildlife.
·
Bird nest boxes were installed, specifically for the nesting
of the lesser kestrel, common kestrel, barn owl and little owl
species.
·
A study commissioned to analyse the degree of adaptation of
bird species to the presence of the solar PV parks, with special
emphasis on the lesser kestrel and Montagu's harrier
species.
·
Stands for wild rabbits built to help the breeding and
survival of this species.
Desfina Wind
Farm Reforestation
In May 2023, 2,000 trees were planted in
Greece's Parnassos National Park. The project company will ensure
their maintenance and watering for the following three years. A
wooden cabin was also constructed in 2022 at the entrance of the
park, for the benefit of the local Forestry Authority.
2.
Social
Renewable energy projects can have an inherent
major positive impact on the environment with their ability to
decarbonise the energy sector, aiding the Company in the transition
to a low-carbon economy. In light of the European Green Deal
boosting renewable energy projects, investment into clean-energy
assets has accelerated over recent years. As renewable energy
deployment increases, pressure on land is growing. The need to
protect biodiversity may result in conflicts over agricultural and
renewable energy land usage. Conflicts can arise when new renewable
projects compete against other types of land usage, such as
residential housing, recreational areas, agriculture and nature
conservation, or when they cause landscape disruptions. Engagement
with local communities is an integral part of the Company's
investment philosophy. The assets continue to support communities
by contracting local service providers, paying local taxes, and
lease payments for use of the land.
Workshop with
University Students at Jaén
On 30 November 2023, the Investment Adviser's
Asset Management team hosted a training session on solar
photovoltaic energy for a group of Electrical and Industrial
Engineering students from Spain's University of Jaén at the
Company's 50 MW solar plant located in the same municipality. The
students were given the opportunity to see first-hand how a solar
PV plant operates and gain technical knowledge of the plant's
components, as well as learn about the development and execution of
a project of these characteristics. This initiative is part of the
proactive social management approach carried out at all the
Company's assets, with the aim of having a positive impact on the
regions and local communities where the assets operate.
Save the
Children Telethon at The Rock
The Rock wind park was one of two businesses in
the municipality of Vefsn, Norway, that contributed to a national
telethon called Save the Children. The project company made a small
one-time donation.
The telethon is a national event and a new
organisation is donated money every year. This is positive
publicity for The Rock, since it highlights its contribution to the
local community.
3.
Governance
Independent
Board of Directors
The independent Board of Directors is
responsible for AERʼs governance and sustainability policy and its
implementation, with the daily operations being delegated to its
independent AIFM, FundRock Management Company (Guernsey) Limited
("FundRock"). FundRock monitors environmental, social and
governance risks, which are fully integrated across every single
stage of its investment process. The Aquila Group publishes its own
Sustainability Report, describing the Investment Adviser's approach
to sustainability within the investment process. Aquila Capital
regards integrity and diversity as key pillars in its governance
and it has been vital for the growth and success of the Company.
The Investment Adviser is fully regulated and supervised by the
Federal Financial Supervisory Authority in Germany.
Appointment of
New Non-Executive Director
The Company was pleased to announce the
appointment of Myrtle Dawes as a non-executive Director ("NED") in
September 2023, joining the Board of Directors as a member of the
Remuneration and Nomination Committee and the Audit and Risk
Committee. Ms Dawes, a chartered chemical engineer, has over 30
years' experience in the energy sector, both in the UK and
overseas, covering leadership roles in engineering, project
management, technology and digital transformation. Currently, she
is CEO of the Net Zero Technology Centre and non-executive Director
at FirstGroup plc. In 2017, Ms Dawes featured in Breaking the Glass
Ceiling and was selected as one of 100 Women to Watch in the
Cranfield FTSE Board Report 2017. In 2021, she was recognised by
TE:100 as one of the Women of the Energy Transition.
Board and
Employee Diversity
The Board of Directors is appointed based on
expertise and merit, being mindful of the benefits generated by
diversity. The Board comprises members with different skills and
experiences, while endeavouring to comply with the Listing Rules on
diversity. The current Board comprises three men and two women, all
non-executive Directors who have a significant number of years of
experience in their relevant fields. Additionally, the Investment
Adviser is also mindful of the benefits provided by
diversification, both in culture (some 60 nationalities are
represented among its employees), and in gender (its gender ratio
is 61% male and 39% female).
AER
Board:
3
men
2
women
Investment
Adviser:
61%
men
39%
women
60 different
nationalities
Sustainable
Supply-Chain Management
The Investment Adviser's membership in
associations such as the Global Infrastructure Investor Association
("GIIA") and the Global Listed Infrastructure Organization ("GLIO")
afford it the opportunity to lobby for human and labour rights
along the value chain of several manufacturers, to prevent trade
disruptions. In addition, membership in the associations is also
beneficial in highlighting the economic interests of the Investment
Adviser to the relevant authorities. The Investment Adviser has
also been a member of SolarPower Europe since 2022, a leading solar
PV association influencing regulations and business landscapes for
the sector. The Investment Adviser's Head of Procurement is Chair
of the Supply Chain Sustainability Workgroup for SolarPower
Europe.
The Investment Adviser takes a multi-faceted
approach to the mitigation of governance risks, limiting exposure
to risks within the supply chain. All Engineering, Procurement and
Construction ("EPC") and Operations and Maintenance ("O&M")
contracts are negotiated with contractors operating in a country
adhering to the European Union's minimum labour standards. Any
sourcing of raw materials, components, equipment or services from
suppliers domiciled in countries linked to the use of forced labour
is made with guarantees that such components are not associated
with human rights violations.
Moreover, an in-house onboarding and screening
process for suppliers is in place to prevent and mitigate any risk
of human‑rights violations,
including a pre-screening of counterparties for bad-press risk and
a fully fledged Know Your Customer ("KYC") process. All
counterparties are monitored by the Investment Adviser according to
internal compliance and procurement policies. Measures include the
selection of regions with strong regulatory frameworks,
comprehensive internal due-diligence processes that examine
counterparties and their governance frameworks, and the use of
specialist advisers to conduct technical and legal due-diligence
analyses at the project level. All governance measures are audited
by major audit firms regularly.
Investment policy and key performance
indicators
Investment
Policy
The Company will seek to achieve its investing
objective, set out above, through investment in renewable energy
infrastructure in continental Europe and the Republic of Ireland,
comprising (i) wind, photovoltaic and hydropower plants that
generate electricity transforming the energy of the wind, the
sunlight and running water as naturally replenished resources, and
(ii) non-generation-renewable-energy-related infrastructure
associated with the storage (such as batteries) and transmission
(such as distribution grids and transmission lines) of renewable
energy, in each case either already operating or in construction or
development ('Renewable Energy Infrastructure
Investments').
The Company will acquire a mix of controlling
and non-controlling interests in Renewable Energy Infrastructure
Investments and may use a range of investment instruments to pursue
its investment objective, including, but not limited to, equity,
mezzanine or debt investments.
In circumstances where the Company does not hold
a controlling interest in the relevant investment, the Company will
seek, through contractual and other arrangements, to, inter alia,
ensure the Renewable Energy Infrastructure Investment is operated
and managed in a manner consistent with its investment policy,
including any borrowing restrictions.
Investment
Restrictions
The Company aims to achieve diversification
principally by investing in a range of portfolio assets across a
number of distinct regions and a mix of wind, solar PV and hydro
technologies involved in renewable energy generation. The Company
will observe the following investment restrictions when making
investments:
·
no more than 25 per cent of its Gross Asset Value (including
cash) will be invested in any single asset;
·
the Company's portfolio will comprise no fewer than six
Renewable Energy Infrastructure Investments;
·
no more than 20 per cent of its Gross Asset Value (including
cash) will be invested in non-generation renewable energy related
infrastructure associated with the storage (such as batteries) and
transmission (such as distribution grids and transmission lines) of
renewable energy;
·
no more than 30 per cent of its Gross Asset Value (including
cash) will be invested in assets under development or
construction;
·
no more than 50 per cent of the Gross Asset Value (including
cash) will be invested in assets located in any one
country;
·
no investments will be made in assets located in the UK;
and
·
no investments will be made in fossil fuel assets.
Compliance with the above restrictions will be
measured at the time of investment and non-compliance resulting
from changes in the price or value of assets following investment
will not be considered as a breach of the investment
restrictions.
The Company will hold its investments through
one or more special purpose vehicles ("SPVs") and the investment
restrictions will be applied on a look-through basis.
Although not forming part of the investment
restrictions or the Investment Policy, where Renewable Energy
Infrastructure Investments benefit from a Power Purchase Agreement,
the Company will take reasonable steps to avoid concentration with
a single counterparty and intends that no more than 25 per cent of
income revenue received by Renewable Energy Infrastructure
Investments will be derived from a single off-taker.
Changes to the
Investment Policy
The Directors do not currently intend to propose
any material changes to the Company's Investment Policy. Any
material changes to the Company's Investment Policy set out above
will only be made with the approval of shareholders.
Hedging
The Company does not intend to use hedging or
derivatives for investment purposes but may from time to time use
derivative instruments such as futures, options, futures contracts
and swaps (collectively 'Derivatives') to protect the Company from
fluctuations of interest rates or electricity prices. The
Derivatives must be traded on a regulated market or by private
agreement entered into with financial institutions or reputable
entities specialising in this type of transaction.
Liquidity
Management
The AIFM will ensure a liquidity management
system is employed for monitoring the Company's liquidity risks.
The AIFM will ensure, on behalf of the Company, that the Company's
liquidity position is consistent at all times with its investment
policy, liquidity profile and distribution policy. Cash held
pending investment in Renewable Energy Infrastructure Investments
or for working capital purposes will be invested in cash
equivalents, near cash instruments, bearer bonds and money market
instruments.
Borrowing
Limits
The Company may make use of long-term limited
recourse debt for Renewable Energy Infrastructure Investments to
provide leverage for those specific investments. The Company may
also take on long-term structural debt provided that at the time of
entering into (or acquiring) any new long-term structural debt
(including limited recourse debt), total long-term structural debt
will not exceed 50 per cent of the prevailing Gross Asset Value.
For the avoidance of doubt, in calculating gearing, no account will
be taken of any Renewable Energy Infrastructure Investments that
are made by the Company by way of a debt or a mezzanine investment.
In addition, the Company may make use of short-term debt, such as a
Revolving Credit Facility, to assist with the acquisition of
suitable opportunities as and when they become available. Such
short-term debt will be subject to a separate gearing limit so as
not to exceed 25 per cent of the Gross Asset Value at the time of
entering into (or acquiring) any such short-term debt.
In circumstances where these aforementioned
limits are exceeded as a result of gearing of one or more Renewable
Energy Infrastructure Investments the Company has a
non‑controlling interest in,
the borrowing restrictions will not be deemed to be breached.
However, in such circumstances, the matter will be brought to the
attention of the Board who will determine the appropriate course of
action.
Dividend
Policy
The Company is targeting a progressive dividend
over the medium term with a minimum dividend of 5 cents per
Ordinary Share, subject to having sufficient distributable
reserves. Dividends are expected to be paid quarterly, normally in
respect of the three months to 31 March, 30 June, 30 September and
31 December, and are expected to be made by way of interim
dividends to be declared in May, August, November and
February.
The Company will declare dividends in euros and
shareholders will, by default, receive dividend payments in
euros.
Shareholders may, by completing a dividend
election form, elect to receive dividend payments in sterling (at
their own exchange-rate risk). The date the exchange rate between
euro and sterling is set will be announced when the dividend is
declared.
A further announcement will be made once the
exchange rate has been set. Dividend election forms will be
available from the Registrar, Computershare Investor Services PLC,
The Pavilions, Bridgwater Road, Bristol BS99 6ZY or by telephone
0370 707 1346.
The Company's target dividend for 2024 was
approved by the Board and is set out above.
KEY PERFORMANCE
INDICATORS ("KPIS")
The Board measures the Company's success in
achieving its investment objective by reference to the following
KPIs:
(i) Achievement
of NAV and Share Price Growth since IPO (June
2019)
2023
(1.6%) share price returns
20.8% NAV
2022
6.7% share price returns
27.6% NAV
2021
11.3% share price returns
14.1% NAV
2020
10.8% share price returns
6.3% NAV
The Board monitors both the NAV and share price
performance and compares with other similar investment trusts. A
review of performance is undertaken at each quarterly Board meeting
and the reasons for relative under and over-performance against
various comparators is discussed. The Company's NAV total return¹
and total Shareholder return since IPO¹ (June 2019) to 31 December
2023 was 20.8% and -1.6% (2022: 27.6% and 6.7%) respectively. The
Company's NAV total return¹ and share price total return¹ for the
year to 31 December 2023 was -6.0% and -9.0% (2022: 12.9% and
-4.5%) respectively. On an annualised basis, the NAV total return¹
per Ordinary Share has achieved 4.3% since IPO.
The Chairman's Statement shown above
incorporates a review of the highlights during the year. The
Investment Adviser's Report shown above highlights investments made
and the Company's performance during the year.
(ii)
Maintenance of a Reasonable Level of Premium or Discount of
Share Price to NAV1
2023
(20.3%)
2022
(16.6%)
2021
(0.6%)
2020
6.5%
The Company's broker monitors the premium or
discount on an ongoing basis and keeps the Board updated as and
when appropriate. At quarterly Board meetings, the Board reviews
the premium or discount in the year since the previous meeting, in
comparison with other investment trusts with a similar mandate. The
share price closed at a 20.3% discount to the NAV as at 31 December
2023 (2022: 16.6% discount).
On 3 February 2023, the Board announced the
details of a Buyback Programme in response to the widening discount
at which the Company's share price was trading, as compared with
its NAV per Ordinary Share, as they believed the share price did
not accurately reflect the inherent value in the portfolio. This is
part of a broader package of initiatives seeking to improve the
marketability of the Company's shares, which has included a new
listing on Euronext Growth Dublin. Since that date, the Company has
bought back for Treasury a total of 30,103,575 Ordinary Shares for
an aggregate amount of EUR 27.8 million2.
1. This disclosure is
considered to represent the Company's alternative performance
measures ("APMs"). Definitions of these APMs and other performance
measures used, together with how these measures have been
calculated, are set out below. All references to cents are in
euros, unless stated otherwise.
2. Excluding fees and stamp
duty.
(iii) Maintenance of a Reasonable
Level of Ongoing Charges1
2023
1.1%
2022
1.1%
2021
1.1%
2020
1.4%
The Board receives management accounts
containing an analysis of expenditure which it reviews at its
quarterly Board meetings. The Board reviews the ongoing charges¹
quarterly and considers these to be reasonable in comparison with
its peers.
Based on the Company's average net assets during
the year ended 31 December 2023, the Company's ongoing charges
figure was 1.1% (2022: 1.1%) calculated in accordance with the
Association of Investment Companies ("AIC") methodology.
(iv) To Meet
its Target Total Dividend in each Financial Year (cents per share)
Target:
2024
5.79 cents (target dividend)
2023
5.51 cents
2022
5.25 cents
2021
5.00 cents
2020
4.00 cents
The Board approved a target dividend of 5.79
cents per Ordinary Share ('2024 Target Dividend') in relation to
the year ending 31 December 2024. The 2024 Target Dividend is in
accordance with the Company's dividend policy to pay a progressive
dividend over the medium term and is subject to the portfolio
performing in line with expectations. The 2024 Target Dividend
represents an increase of 5.0% versus the prior year and followed a
5.0% increase in the 2023 target dividend announced in February
2023.
The dividend target set for 2023 was for not
less than 5.51 cents per Ordinary Share, subject to the performance
of the portfolio. These were paid in four equal interim dividends,
of 1.3775 cents.
1. This disclosure is
considered to represent the Company's alternative performance
measures ("APMs"). Definitions of these APMs and other performance
measures used, together with how these measures have been
calculated, are set out below. All references to cents are in
euros, unless stated otherwise.
SECTION 172
Section 172 of the Companies Act 2006 requires
the Board to act in a way it considers would most likely promote
the success of the Company for the benefit of all stakeholders,
taking into account the interests of stakeholders and the
environment in its decision-making, and to share how this duty has
been discharged.
The Board's values - integrity, accountability
and transparency - mean that the Board has always worked hard to
communicate effectively with the Company's stakeholders.
This is a two-way process and the feedback
received from the Company's stakeholders is highly valued and
factored into the Board's decision‑making process. The Company has a range of
stakeholders, and this section maps out who they are, what the
Board believes their key interests to be, how the Company enables
engagement with stakeholders and highlights the key results that
have consequently arisen during the year.
Company
Sustainability and Stakeholders
As an externally managed investment company, the
Company does not have any employees. Its main stakeholders are as
set out in the diagram below, which explains the relationship
between the Company and each of its stakeholders.
Company's
Operating Model
The Company was listed on the main market of the
London Stock Exchange on 5 June 2019 and subsequently listed on the
Euronext Growth Dublin Exchange on 2 October 2023. The Company's
investments are held via its sole subsidiary, Tesseract Holdings
Limited, which, in turn, holds the investment portfolio via a
number of Special Purpose Vehicles ("SPVs").
Engagement with
Stakeholders
The Board is aware of the need to foster the
Company's business relationships with suppliers, customers and
other key stakeholders through its stakeholder engagement
activities. These activities include meetings, annual reviews,
presentations and publications and enable the Board to ensure it
fulfils its strategies and discharge its duties under section 172
of the Act.
The Board carried out an annual review of its
key service providers, including the Investment Adviser, to
understand the culture of its service providers, and to ensure they
and the Company can maintain high standards of business conduct.
The annual review process involves assessing the service providers'
policies and control environments to ensure their continued
competitiveness and effectiveness.
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. It is a regulatory
requirement, for the Board to act fairly between shareholders. The
Board ensures the Company complies with the Listing Rules at all
times and seeks the advice of the Company Secretary, lawyers and
corporate broker in its dealings.
With the support of the Company's brokers, the
Chairman and key Board members met many of the Company's key
investors to gauge their views on the Company's progress since IPO
and, more recently, to gauge the appetite of shareholders for the
proposal from Octopus Renewables Infrastructure Trust plc to
combine with the Company via a scheme of reconstruction pursuant to
section 110 of the Insolvency Act 1986.
Separately, the Investment Adviser participated
in a roadshow to meet with the Company's key investors. The Board
discussed the outcome of these meetings and, as a consequence of
these meetings, and to better align the Company with its
shareholders, a number of initiatives were undertaken as detailed
in the below Key Decisions section.
At its quarterly Board meetings, the Board
reviews and discusses detailed reports from the Company's broker
and media PR consultants in relation to the Company's share
performance, trading and liquidity as well as the composition of,
and changes to, the register of shareholders. Shareholders' views
are also considered by the Board at those meetings to assist the
Board's decision-making process and to ensure expected returns are
achieved and sufficient capital is available to invest in
appropriate renewable energy infrastructure investments, and to
grow the business in line with strategy and expectation. Details of
the decisions taken by the Board during the year can be found below
under 'Key Decisions made During the Year'.
The Investment Adviser and Board believe it is
important for the Company's continued success, to have the
potential to access equity capital to expand the Company's
portfolio over time, to further diversify the investment portfolio,
to create economies of scale and, at times when the Company's
shares are trading at a premium against its NAV, as a means to
manage such premium.
The Company may issue shares from its Treasury
account but will only issue shares at a premium to NAV at the time
of issue.
To help the Board in its aim to act fairly
between the Company's members, it seeks to ensure effective
communication is provided to all shareholders. The Board encourages
shareholders to attend the Annual General Meeting or General
Meetings, where Directors and representatives of the Investment
Adviser are available to meet shareholders in person and answer
questions. The Annual Report and half-yearly accounts are
distributed to the Company's shareholders and made available on the
Company's website. The quarterly factsheet is also available on the
Company's website.
The Company's website -
www.aquila-european-renewables.com - is considered an essential
communication channel and information hub for shareholders. As
such, it includes full details of the investment objective,
supporting philosophy and investment process and performance along
with news, opinions, disclosures, results and key information
documents. It also presents information about the Board, its
committees and other governance matters, and shareholders are
encouraged to view the website, to better understand the
Company.
Service
Providers
As an externally managed investment trust, the
Company conducts all its business through its key service
providers. The Board believes that maintaining positive
relationships with each of the Company's service providers is
important to support the Company's long-term success.
To ensure strong working relationships, the
Company's key service providers (the Investment Adviser, AIFM,
Company Secretary, Administrator) are invited to attend quarterly
Board meetings to present their respective reports.
This enables the Board to exercise effective
oversight of the Company's activities. During the year, the Board
spent a considerable amount of time between Board meetings engaging
with the Company's key service providers to continue to develop
strong working relationships and to determine good working
practices, to ensure the smooth operational function of the
Company.
The Board and its advisers seek to maintain
constructive relationships with the Company's key service providers
on behalf of the Company through the annual review process, regular
communications, meetings and the provision of relevant
information.
Alternative
Investment Fund Manager ("AIFM")
The AIFM is an important service provider for
the Company's long-term success. The AIFM has engaged Aquila
Capital to act as the Company's Investment Adviser for the purpose
of providing investment advisory services to the Company. The AIFM
is responsible for reviewing each investment opportunity before it
is presented to the Board. In addition to the reports the Board
receives from the Investment Adviser, it also receives quarterly
reports from the AIFM. The Board maintains regular contact with the
AIFM to foster a constructive working relationship. Additionally,
the AIFM is responsible for monitoring the risks faced by the
Company, and these are regularly discussed at meetings of the Audit
and Risk Committee.
Investment
Adviser
The Investment Adviser is the most significant
service provider to the Company and a description of its role can
be found in the published Annual Accounts. The performance of the
Investment Adviser is determined by the quality of the Investment
Adviser management team and their ability to source high-quality
assets at attractive prices.
The Board monitors the Company's investment
performance closely in relation to its objectives, investment
policy and strategy. To assist the Board, the Investment Adviser
provides monthly reports. Additionally, the Investment Adviser
presents its quarterly production and operational update reports at
each quarterly Board meeting. The Board maintains constructive
dialogue with the Investment Adviser between meetings.
On a periodic basis, the Board visits the
Investment Adviser at its Hamburg office, the site of one of the
portfolio assets or one of its other offices, so it can gain a
better understanding of the Investment Adviser, to meet key members
of the team and gain further insight into the operation of each
asset.
The Investment Adviser's remuneration is based
on the NAV of the Company. From IPO until 30 June 2023 the
Investment Adviser's fees were paid in shares, which aligned the
Investment Adviser's interests with those of the Company's
shareholders.
Portfolio
Investments
Prior to being presented to the Board of the
HoldCo, the Company's wholly owned subsidiary, the Company's Board
is presented with potential investment opportunities identified by
the Investment Adviser that have undergone a process of analysis
and challenge by the AIFM, including considerations relating to
environmental, social and governance issues.
The Board considers each proposal by the
Company's investment objective, investment policy and strategy, as
disclosed above and with consideration for the wider group of
stakeholders. In considering each investment opportunity, the Board
considers the Company's long-term success, having particular regard
to the following aspects of each proposal:
·
potential revenue forecast to be generated by each
asset;
·
the diversity of the Company's portfolio;
·
any community and environmental issues associated with each
asset;
·
geopolitical risk;
·
the length of tenure of each asset;
·
hedging aspects to limit risk; and
·
funding aspects, including the use of gearing.
As at 31 December 2023, the Company and the
HoldCo had EUR 29.5 million of liquidity consisting of EUR 9.9
million in cash on hand plus EUR 19.6 million in an undrawn
Revolving Credit Facility.
Society and the
Environment
The Company is an investor in renewable energy
assets and is acutely aware of its impact on the environment. The
Company has an ESG policy and climate risk strategy that ensure it
considers society and the environment when implementing its
investment strategy. The ESG policy is available on request from
the Company Secretary.
You can find further details of matters relating
to ESG can be found above or on its website at
https://www.aquila-european-renewables.com.
Key Decisions
made During the Year
Decisions Relating to the Company's
Portfolio of Assets
No new investment activities were undertaken as
the returns were not adequate relative to share
buybacks.
No new PPA agreements were entered into during
2023. However two new PPAs became active during the year in
relation to the Greco assets. The Investment Adviser monitors
pricing developments in AER's key markets and has ongoing dialogue
with potential counterparties.
Solar PV Debt
Financing
Subsequent to the year end, the Company, via its
wholly owned subsidiary, entered into a five-year non-recourse debt
facility with ING Bank N.V. Sucursal en España on 8 January 2024.
The debt facility was sought in order to secure financing at
attractive terms, the proceeds of which were used to repay the
RCF.
Buyback Programme
On 3 February 2023, the Board agreed to
introduce a share Buyback Programme pursuant to the authority
granted to the Board at the last Annual General Meeting to purchase
up to 14.99% of the Company's issued share capital. The Board
authorised the buyback as it believes the current share price does
not accurately reflect the inherent value in the Company's
portfolio. For the period from 3 February 2023 until the Buyback
Programme was paused on 12 October 2023, the Company bought back
for Treasury a total of 30,103,575 Ordinary Shares for an aggregate
amount of EUR 27.8 million1 at an average discount of
15.8%.
The liquidity in the Company's shares has
markedly improved.
1. Excluding fees and stamp
duty.
Euronext Growth Dublin
Listing
During the year, the Board agreed to consider a
secondary listing on the Euronext Growth Dublin exchange to help
improve the Company's marketability and appeal in Europe. The
Company's shares began trading on the Euronext Growth Dublin
exchange on 2 October 2023.
Investment Adviser's
Fees
The Company's Supplemental Investment Advisory
Agreement, dated 10 May 2019 ('Supplemental IAA') stipulated that,
for the quarterly periods until 30 June 2023, the Investment
Adviser shall be paid in shares in lieu of fees. The following
transactions were approved by the Board in satisfaction of the
Supplemental IAA:
Date
|
Issue or purchase
of Ordinary Shares
|
Amount acquired by
the Investment Adviser
|
Price paid per
Ordinary Share (cents)
|
3 February 2023
|
Purchased
|
900,340
|
90.00
|
18 May 2023
|
Purchased
|
771,695
|
98.86
|
7 August 2023
|
Purchased
|
831,701
|
87.00
|
Dividend Guidance
In accordance with AER's investment objective to
pay a progressively growing dividend over the medium term, the
Company is pleased to announce a target dividend of 5.79 cents per
Ordinary Share ('2024 Target Dividend') in relation to the year
ending 31 December 2024, subject to the portfolio performing
in line with expectations. The 2024 Target Dividend represents an
increase of 5.0% versus the prior year and follows a 5.0% increase
in the 2023 dividend announced in February 2023.
Revolving Credit
Facility
Through its wholly owned subsidiary, Tesseract
Holdings Limited, the Company has access to a Revolving Credit
Facility ('RCF') with a maximum limit of EUR 100.0
million.
During the year, the Board authorised the AIFM
and the Investment Adviser to extend the term until maturity of the
RCF to April 2025.
Board Changes
On 2 February 2023, Dr Patricia Rodrigues
replaced Kenneth MacRitchie as Chair of the Remuneration and
Nomination Committee as part of the Board's ongoing commitment to
ensure they maintain suitable diversity and representation within
the Board structure.
On 1 September 2023, Myrtle Dawes was appointed
to the Board as an additional non-executive Director to the
Company.
RISK AND RISK MANAGEMENT
Principal Risks
and Uncertainties
During the year the Company has carried out a
rigorous assessment of its principal and emerging risks, and the
procedures in place to identify any emerging risks are described
below.
Procedures to Identify Principal or
Emerging Risks
The Board regularly reviews the Company's risk
matrix, with a focus on ensuring that the appropriate controls are
in place to mitigate each risk. The experience and knowledge of the
Board is important, as is advice received from the Board's service
providers, specifically the AIFM, who is responsible for the risk
and portfolio management services and outsources the portfolio
management to the Investment Adviser.
1. Investment
Adviser: the Investment Adviser provides a
report to the Board quarterly, or periodically as required, on
industry trends, insight to future challenges in the renewable
sector including the regulatory, political and economic changes
likely to affect the renewables sector;
2. Alternative
Investment Fund Manager: following advice from
the Investment Adviser and other service providers, the AIFM
maintains a register of identified risks including emerging risks
likely to affect the Company;
3.
Broker: provides advice periodically, specific
to the Company, on the Company's sector, competitors and the
investment company market, while working with the Board and
Investment Adviser to communicate with shareholders;
4. Company
Secretary: briefs the Board on forthcoming
governance changes that might affect the Company; and
5.
AIC: The Company is a member of the Association
of Investment Companies, which provides regular technical updates
as well as drawing members' attention to forthcoming industry and
regulatory issues.
Procedure for
oversight
The Audit and Risk Committee undertakes a
regular review of the Company's risk matrix, and a formal review of
the risk procedures and controls in place at the AIFM and other key
service providers, to ensure emerging (as well as known) risks are
adequately identified and, so far as is practicable,
mitigated.
Principal
Risks
The Board considers the following to be the
principal risks faced by the Company along with the potential
impact of these risks and the steps taken to mitigate
them.
Economic,
Political and Market
|
|
|
Risks
|
Potential
Impact/Description
|
Mitigation
|
1. Electricity
Prices
|
The income and value of the Company's
investments may be affected by future changes in the market price
of electricity.
While some of the revenues of the Company's
investments benefit from fixed prices, they are also partly
dependent on the wholesale market price of electricity, which is
volatile and is affected by a variety of factors,
including:
·
market demand;
·
generation mix of power plants;
·
government support for various forms of power
generation;
·
fluctuations in the market price of commodities;
and
·
foreign exchange.
There is a risk that the actual prices received
vary significantly from the model assumptions, leading to a
shortfall in anticipated revenues by the Company.
Increased EU goals to push green economies will
lead to a ramp up of renewables and capacities, with potential to
lead to grid oversupply issues resulting in pricing
pressures.
The current energy geopolitical crisis in Europe
is increasing energy prices and volatility which is likely to have
an impact on performance.
Windfall taxes, regulation and price caps
introduced across Europe to curb excess profits could affect the
Company's revenue.
|
The Company holds a balanced mix of investments
that benefit from government subsidies as well as long-term fixed
price PPAs. Of AER's forecast revenue for the next five years (on a
present value basis), approximately 52% will be generated via
government tariffs or fixed price PPAs, protecting the Company's
revenue from volatile electricity prices.
The Investment Adviser retains the services of
market-leading energy consultants to assist with determining future
power pricing for the respective regions.
The underlying SPV companies may use derivative
instruments such as futures, options, futures contracts and swaps
to protect from fluctuations in future electricity
prices.
The Investment Adviser models and monitors power
price curves on an ongoing basis and will recommend appropriate
action. In addition, the Investment Adviser has a dedicated team
which is responsible for the originating, negotiating and executing
of all PPAs.
The Investment Adviser reviews the hedging
strategy on a deal-by-deal basis, both at time of investment and on
an ongoing basis. Should changes be required to the hedging
strategy, these will be recommended to the AIFM and
Board.
|
2. Equity
Market Volatility and shareholder Pressure
|
Volatility in equity markets may cause the
Company's shares to rise or fall and therefore to trade at a
premium or a discount to its net asset value. If volatility causes
the shares to trade at a discount, this could affect the Company's
ability
to raise further equity to allow it to repay
debt or to support further investments.
If the shares trade at a significant discount
for a period of time, the Company could become vulnerable to a
takeover. In addition, loss of confidence by shareholders may
increase the likelihood of attracting votes against the
continuation vote to be put to shareholders in September
2024.
Volatility can allow significant equity
positions to be built and the risk that a sole shareholder
increases its ownership to such an extent that they are able to
exert significant influence over the Company and decisions made by
the Board.
|
The Company's advisers monitor market conditions
and report regularly to the Board. If the Company is unable to
raise new capital, it could defer making any new investments until
the stock market recovers and, in extreme circumstances, could sell
existing investments to reduce debt and raise liquidity.
The Company's share price decreased, and remains
in excess of 20% discount to its net asset value. As a result, the
Board introduced a share buyback programme on 3 February 2023. The
Board and its advisers continue to monitor the share price.
Additionally, the Board has considered broader options for the
Company's future, including a merger via section 110 of the
Insolvency Act 1986, which is currently being explored.
Shareholder analysis is obtained regularly
enabling monitoring of the Company's largest shareholders. The
views of the larger shareholders can be monitored by the Company
and any concerns managed before the influence becomes
overbearing.
|
3. Change in
Political Sentiment
|
A change in political direction or regulation in
one of the countries in which the Company targets investment could
lead to changes, reductions, caps or withdrawals of government
support arrangements, a windfall tax or potentially the
nationalisation of investments. This could have a material impact
on the valuation of the investments and the Company's net asset
value.
Environmental groups may threaten the Company
with litigation or put pressure on the government in relation to
its renewables ambitions and permits due to environmental concerns
and impact on the projects.
|
The AIFM, advised by the Investment Adviser with
its 17 offices in 16 countries, continuously monitors all
jurisdictions the Company invests.
Tax, legal and ESG due diligence ("DD") is
undertaken on each investment and reviewed before signing off any
investment proposal.
Additional due diligence on development and
construction assets is undertaken for new investment opportunities
to avoid or mitigate any potential issues.
The Investment Adviser has significant
experience in these assets and performs ongoing monitoring of these
risks.
Regulatory changes at the SPV level are
monitored by the Investment Adviser and reported to the Board/AIFM
on an ongoing basis.
|
Operational
|
|
|
4.Environmental
/Social/Governance ("ESG")
|
Failure to adhere to its ESG Policy and Impact
Strategy could result in the Company being liable for damages or
compensation to the extent that such losses are not covered by
insurance policies. In addition, adverse publicity or reputational
damage could follow.
Significant ESG risks to the portfolio could
include:
Environmental -
climate change, biodiversity issues or environmental
impairment.
Social - impact on
local communities where the Company's assets operate, as well as
employee welfare including health and safety incidents.
Governance - lack of
a strong governance framework within the Company could expose it
to, among other things, the negative impact of bribery and
corruption.
|
The Investment Adviser performs detailed due
diligence on ESG factors for each asset prior to acquisition and on
a periodic basis thereafter, taking into consideration each ESG
risk identified by the Board and Investment Adviser. Further
details on how ESG is mitigated, and the wider approach of the
Investment Adviser to ESG matters, can be found above.
|
5.Competition
for Assets
|
With increasing numbers of investors seeking
exposure to renewable assets, it is possible new competitors will
enter the market the Company operates. This could lead to increased
pricing for the Company's target investments, with corresponding
lower returns and slower deployment of uninvested cash.
|
The record of the Investment Adviser and its
market position and penetration allow it to access potential
investments that newer entrants may not have access to. Through the
Investment Adviser, the Company has access to a number of assets in
the development phase, creating a competitive advantage for the
Company.
The Board is mindful of pricing when it reviews
new investment proposals and the need to achieve the Company's
target objective and strategy.
|
6. Counterparty
Risk
|
The majority of the operational risk in the
Company's investments is retained by the counterparty or its
subcontractors. Failure to properly operate and maintain assets may
result in reduction of revenues and value of assets. However, some
risks will remain within the investment.
Poor performance by a subcontractor may lead to
the need for a replacement, which could have cost implications,
affecting the performance of the investment and potentially
distributions to the Company until the issue is
resolved.
The value of the Company's investments and the
income they generate may be affected by the failure of
counterparties to comply with their obligations under a
PPA.
|
Operation and maintenance ("O&M") of assets
are subcontracted to a counterparty who is responsible for ensuring
effective continuing operation and maintenance of that asset. The
Investment Adviser ensures each such counterparty has the
experience and resources to comply with its obligations and
monitors compliance on an ongoing basis.
Constant monitoring of the investments and the
counterparties or service providers allows the Investment Adviser
to identify and address risks early. Diversification of
counterparties and service providers ensures any impact is
limited.
The Investment Adviser assesses the credit risk
of companies by defined criteria before they become counterparties
to PPAs, EPCs and TSA providers.
|
7. Performance
of the Investment Adviser
|
The Investment Adviser manages over EUR 14.7
billion for clients worldwide. There is a risk of conflict when
allocating potential new investments across various clients
including the Company.
The Investment Adviser employs experienced
executives to identify, acquire and manage the Company's
investments. There is a risk that a key person leaves the
Investment Adviser.
|
The Company and AIFM are made aware of and
review potential conflicts of interest at the time each investment
is made. The Investment Adviser procures and provides the Board
with an independent fairness valuation opinion, which mitigates the
risk where valuations conflict exists. When assets are bought along
with other funds managed by the Investment Adviser, the price is
externally validated.
In addition, an investment allocation policy has
been implemented by the Investment Adviser and has been agreed by
the Board.
The strength and depth of the Investment
Adviser's resources mitigate the risk of a key person's
departure.
|
8. IT
Security
|
A hacker or third party could obtain access to
the Investment Adviser or any other service provider and destroy
data or use it for malicious purposes. Data records could be
destroyed, resulting in an inability to make investment decisions
and monitor investments.
Risk that the emergence of increasingly advanced
AI will lead to new risks to the Company, including, but not
limited to, decline in human autonomy, increased cybersecurity
vulnerabilities, data loss, impersonation for the purposes of
extracting information or money.
The pandemic and, more recently the Russian and
Ukraine war, has increased IT security concerns and threats being
posed to the Company and operating structure by hackers that may
lead to loss of information or even a cash loss.
|
Service providers have been carefully selected
for their expertise and reputation in the sector. Each service
provider has provided assurances to the AIFM and the Company on
their cyber policies and business-continuity plans, along with
external audit reviews of their procedures where
applicable.
The Investment Adviser and key service providers
have information-security policies in place, and have appointed IT
security officers whose tasks are to provide support for emergency
events and crises, the monitoring of the resumption, and repair of
the IT security measures after completion of a disturbance or
incident, and the ongoing development of improvements to the IT
security concept.
The Investment Adviser's in-house Asset
Management team has reviewed the protective measures taken by the
counterparties and has further increased the vigilance against
cyber-attacks that could affect the performance and infrastructure
of the investments. Insurance is in place to cover potential losses
from direct attacks. For indirect attacks (e.g. against grid
operation or transmission system) the various administrators,
operation and maintenance providers are required to maintain
sufficient insurance coverage to mitigate possible
damages.
|
Financial
|
|
|
9. Portfolio
Valuation
|
There is a risk the Company's asset valuations
and underlying assumptions, such as future electricity prices and
discount rates, are not a fair reflection of the market, meaning
the investment portfolio could be over or under-valued.
|
The principal component of the Company's balance
sheet is its portfolio of renewable investments. Each quarter, the
AIFM is responsible for preparing a fair market value of the
investments, with input and guidance from the Investment Adviser.
These valuations and the key underlying assumptions are
interrogated by the Board before being approved.
The Investment Adviser has a strong track record
of undertaking valuations of renewable assets built up over the
years since it was founded in 2001.
In addition, when a conflicted new investment is
being proposed by the Investment Adviser, a fairness valuation
opinion from an independent adviser is procured by the Investment
Adviser for the AIFM and the Board.
The Investment Adviser and broker monitor market
competitors and provide feedback on valuation methodologies and
assumptions to the valuation team.
|
10. Leverage Risk/ Interest Risk
|
The use of leverage creates risks
including:
·
exposure to interest rates, which can fluctuate;
·
covenant breaches;
·
liquidity risks;
·
enhanced loss on underperforming investments; and
·
the ability to refinance assets impacts asset returns and
cash flows.
Fluctuations in interest rates may affect
discount rates applied to the portfolio valuations, as well as
affecting cost of debt in both the underlying SPVs and the
Company.
|
The Company's investment policy restricts the
use of leverage to:
·
short-term debt: 25% of the prevailing GAV; and
·
long-term structural debt: 50% of the prevailing
GAV.
As at 31 December 2023, the Company's
subsidiary, Tesseract Holdings Limited, had 13.2% of short-term
debt and at SPV level there was 21.2% of long-term structured debt
as a percentage of GAV. The AIFM monitors all debt levels to these
policy restrictions and reports them to the Board
quarterly.
The Investment Adviser provides updates of the
covenant compliance to the AIFM and to the Board periodically, and
looks at refinancing as early as possible.
Interest rate risk on bank debt at the asset
level is mitigated by the use of hedging instruments.
Liquidity and forward looking cashflow
management is monitored by the Investment Adviser and
AIFM.
The majority of the Company's long-term
structural debt is non-recourse, largely fixed interest rates and
fully amortising.
|
Compliance, Tax
and Legal
|
|
|
|
|
|
11. Changes to Tax Legislation or
Rates
|
Changes in tax legislation, base erosion and
profit shifting rules, substance, withholding tax rules and rates,
could result in tax increases, resulting in a decrease in income
received from the Company's investments.
A windfall tax on profits from an investment
levied by government.
|
The corporate structure of the Company is
reviewed periodically by the Company and its advisers. The Board
has been kept informed on a timely basis of the recent introduction
of the windfall (and other tax arrangements) taxes introduced
across Europe to curb profits of energy providers, and has
carefully considered the impact on the Company's portfolio, which
is further discussed in the Investment Adviser's Report.
The Investment Adviser works closely with tax
and industry experts before providing structuring recommendations
to the Company prior to investment and on an ongoing
basis.
|
12. Regulatory and Compliance Changes
|
The Company fails to comply with section 1158 of
the Corporation Tax Act to ensure maintenance of investment trust
status, UK Listing Authority regulations including Listing Rules,
Foreign Account Tax Compliance Act and Alternative Investment Fund
Managers Directive ("AIFMD").
The Company fails to comply with relevant ESG
rules and regulations and fails to monitor those such as the SFDR,
changing disclosure requirements and greenwashing risks.
Failure to comply with the relevant rules and
obligations may result in reputational damage to the Company or
have a negative financial impact.
Possible uncertainty remains with post-Brexit
negotiations and eventual trade deals agreed.
Unfavourable terms can affect withholding taxes,
double tax treaty limitations and various other trading
concerns.
Additionally, the Company operates in multiple
markets throughout Europe, and some have shown signs of changes or
potential changes in regulation as a response to high power
prices.
|
All service providers, including the broker,
Company Secretary, Administrator, Investment Adviser and AIFM, are
experienced in these areas and provide comprehensive reporting to
the Board and on compliance with these regulations.
The AIFM is experienced in compliance with the
AIFMD reporting obligations and reports at least quarterly to the
Board.
The Investment Adviser monitors changes in
regulation across the markets the Company operates.
The Company complies with article 8 of the SFDR
and, as noted under "ESG", looks to comply with local requirements
to mitigate potential risks.
|
13. Financial Crises
|
Risk of bank failure. On 10 March 2023, Silicon
Valley Bank and Signature Bank came close to collapse, prompting US
regulators to take control in an attempt to prevent contagion. On
19 March 2023, it was announced that the Swiss government had
successfully negotiated the acquisition of Credit Suisse by UBS, to
prevent its collapse and prevent contagion. If either the US
regulators or the Swiss Government had been unsuccessful in
preventing contagion, the Company's bankers could have been
affected, creating difficulties for the Company to
operate.
|
The Company's bankers are carefully chosen based
on their credit rating. Further due diligence is undertaken on each
bank to ensure they are robust before the Company engages
them.
The Company's funds are held by a number of
banks, to diversify counterparty risk. Since the 10 March 2023
announcement, the AIFM has undertaken a review of the Company's
banking arrangements to identify any exposure to Silicon Valley,
Signature and Credit Suisse banks. Following this analysis, the
AIFM has concluded that the Company's exposure is nil.
|
Emerging
Risks
|
|
|
14. Climate-related risks
|
Climate-related risks can be categorised as
physical or transitional risks. Physical risks are those associated
with the physical effects of climate change. They can be
event‑based (acute), such as
cyclones, hurricanes, wildfires, heatwaves, pandemics, droughts and
floods; or longer-term (chronic) shifts in climate patterns, such
as sustained higher temperatures with melting of glaciers and ice
sheets causing sea-level rise, permafrost melting, chronic
heatwaves and desertification, extreme variability in
precipitation, land degradation and changes in air
quality.
Transitional risks are those that arise as
economies move towards less-polluting, greener solutions. These
include externally imposed risks such as the effect of legal and
regulatory requirements or policy changes, changes in societal
demands, advances in technologies, market changes and the
consequent business decisions taken to respond to such changes.
Transitional risks have the potential to crystallise suddenly, for
example as a result of policy changes. Physical or transitional
climate-related risks could affect the operation of the Company's
assets and hence the production or revenue generated by the
portfolio assets.
|
The Company should be sufficiently protected
through hedging of price risks in the event of unforeseen changes
in regulatory requirements related to climate change.
Insurance is usually in place in the event of
acute climate risks such as physical damage due to floods, or
wildfires resulting in production losses.
Financial model forecasts are based on P50
production (the estimated annual amount of electricity generation
that has a 50% probability of being exceeded - both in any single
year and over the long term - and a 50% probability of being
underachieved) data sourced from energy yield assessments provided
by external service providers.
The Company also mitigates the frequency of both
physical and transitional risks through extensive geographical
diversification of its portfolio.
|
15. Act of War/Sanctions
|
As evidenced with the ongoing war in Ukraine and
the various restrictions imposed, as well as the conflict in Gaza,
acts of war and resulting sanctions can lead to O&M supply
delays, volatile energy markets and general uncertainty.
This can also lead to short-term price increases
and more focus on renewable energy infrastructure and increased
competition for assets.
With increasing competition for renewable
investments, new regions may be considered, potentially introducing
additional political and regulatory risks.
|
The Investment Adviser, using its extensive
experience, is constantly monitoring geopolitical and
macro-economic developments. Where required, it undertakes external
geopolitical and risk analysis.
The Company does not have any direct exposure to
Ukraine, Russia, Israel or Gaza. There are also no direct business
relations with counterparties from these countries.
The Company has limited exposure to supply chain
risk and a shift in focus to renewable energy and energy efficiency
is a positive.
The Broker, Administrator, AIFM and Company
advisers all monitor and inform the Board as soon as they are aware
of any developments that may impact the Company or its
business.
|
16. Continuation Vote
|
The risk that through shareholder
dissatisfaction with the Company's performance compared to their
expected returns, there is a vote against the Company's
continuation due to take place in September 2024.
|
The broker, Administrator, AIFM and Company
advisers all monitor and inform the Board as soon as they are aware
of any developments that may affect the Company or its
business.
The Board regularly assesses the sentiment of
shareholders and, if it considered there was growing discontent the
Board would act accordingly.
|
Viability
Statement
In accordance with the UK Corporate Governance
Code and the Listing Rules, the Directors have assessed the
prospects of the Company over a longer period than the
twelve-months required by the 'Going Concern' provision.
In reviewing the Company's viability, the
Directors have assessed the viability of the Company for the period
to 31 December 2028 (the 'Period').
The Board believes the Period, being
approximately five years, is an appropriate time horizon over which
to assess the viability of the Company, particularly when taking
into account the long-term nature of the Company's investment
strategy and the principal risks outlined above. Based on this
assessment, the Directors have a reasonable expectation that the
Company will be able to continue to operate and to meet its
liabilities as they fall due over the period to
31 December 2028.
In considering the prospects of the Company, the
Directors looked at the key risks facing the Company, HoldCo and
the SPVs, focusing on the likelihood and impact of each risk as
well as any key contracts, future events or timescales that may be
assigned to each key risk. The Directors are satisfied that the
Company would continue to remain viable under downside scenarios,
including a decline in long-term production and power price
forecasts. These risks, together with the mitigating factors of
each, are shown in the Principal Risks section on above.
As a sector-focused renewable energy investment
company, the Company aims for a progressively growing dividend
while preserving the capital value of its investment portfolio. As
part of its analysis, the Board was mindful that the Company's
portfolio assets, held via HoldCo, are fully operational with asset
lives of up to 40 years, significantly in excess of the period
under consideration.
This assessment also included a detailed review
of the issues arising following the war in Ukraine, and conflict
between Israel and Hamas in Palestine, high volatility in commodity
prices and tax changes which affect the Company's assets (for
example, the changes to Norway's taxation of onshore wind farms)
that currently face the Company's assets as disclosed in the
Principal Risks section on above and in the Investment Adviser's
Report shown above.
The Company and its subsidiaries have a modest
gearing level representing 34.3% as at 31 December 2023 of its
Gross Asset Value, comprised of an RCF (EUR 74.7 million drawn,
excluding bank guarantees) and non-recourse debt at the asset level
of EUR 120.1 million. The Company (via its subsidiaries, where
applicable) complies with its covenants related to the RCF and
non-recourse debt. The Company negotiated an extension to its RCF
in April 2023, which now expires in April 2025. In January 2024,
the Company, via its wholly owned subsidiaries, entered into a bank
debt financing at its Spanish solar PV portfolio for EUR 50.0
million, the proceeds of which were primarily used to repay the
RCF, which is currently drawn to EUR 26.1 million as of the date of
approval of this document (excluding bank guarantees), representing
approximately 7.0% of its NAV as at 31 December
2023.
The Board, in combination with its advisers, is
evaluating a potential extension of the RCF in 2024, noting that
such a decision could be influenced by the outcome of the current
section 110 process, given the RCF is subject to market standard
change of control provisions.
The Company's Investment Adviser has already
received proposals from both RCF lenders to extend the facility,
subject to agreeing commercial terms and credit
approval.
The Board has reviewed the covenants of the RCF
and based on stress testing the Company's RCF covenants,
significant headroom exists in relation to both the Interest
Coverage Ratio ("ICR") and Loan to Value ratios. For example, based
on the Company's RCF compliance certificate for Q4 2023 (adjusting
for the recent partial repayment of the RCF), forecast cash flows
would have to reduce by over 50% to breach the Company's ICR. Given
the factors outlined above, the Board has a reasonable expectation
that the RCF maturity in April 2025 does not jeopardise the
Company's ability to operate and meet its liabilities over the
period to 31 December 2028.
The Board has also considered the Company's
counterparty banking relations to ensure they are sufficiently
robust. Counterparties to the RCF are ING and RBSI (equal share),
both of which benefit from a strong investment‑grade credit rating, with S&P assigning a
long-term credit rating of A+ to ING and A to RBSI. Only
counterparties with strong investment‑grade credit ratings are considered for the
Company's RCF, reducing the risk that the Company would be affected
by the failure of a bank or financial institution.
The Directors believe the Company is well placed
to manage its business risks successfully over both the short and
long term and, accordingly, the Board has a reasonable expectation
that the Company will be able to continue in operation and to meet
its liabilities as they fall due for a period of at least five
years.
The internal control framework of the Company is
subject to a formal review on at least an annual basis. On a
regular basis, the Board reviews the risk report prepared by the
AIFM.
The Directors do not expect there to be any
material increase in the expenses of the Company over the
Period.
The Company's income from investments provides
substantial cover to the Company's operating expenses and buyback
programme, and any other costs likely to be faced by the Company
over the Period of the assessment.
In May 2023, the Company was subject to its
first continuation vote, which passed with 74.12% of proxy votes
voting in favour of continuation. The Board made a commitment that
if the continuation vote in 2023 was passed, a subsequent
continuation vote would be held in September 2024. The Board also
made a commitment to continue to explore a number of different
initiatives to address the issues facing the sector and to secure
recognition in the Company's share price of the real underlying
value of the Company's portfolio. The Company announced on 26
February 2024 that the process of identifying a number of broader
options for its future, including the consideration of a potential
combination of the Company with another listed investment company
by way of section 110 of the Insolvency Act 1986 ('s110') had
commenced. Accordingly, the Directors recognise that the outcome of
the continuation vote and section 110 process is not yet known and
creates material uncertainty around going concern, and may cast
significant doubt about the Company's viability.
Outlook
The outlook for the Company, including the
future development and performance of the Company, is discussed in
the Chairman's Statement and the Investment Adviser's Report shown
above.
Strategic
Report
The Strategic Report, set out in the Annual
Report, was approved by the Board of Directors on 24 April
2024.
For and on behalf of the Board,
David
MacLellan
24 April 2024
STATEMENT OF DIRECTORS' RESPONSIBILITIES IN
RESPECT OF THE FINANCIAL STATEMENTS
The Directors are responsible for preparing the
Annual Report and the Financial Statements in accordance with
applicable law and regulation.
Company law requires the Directors to prepare
financial statements for each financial year. Under that law, the
Directors have prepared the financial statements in accordance with
international accounting standards in conformity with UK-adopted
international accounting standards and with the requirements of the
Company's Act 2006 as applicable to companies reporting under these
standards. Under company law, Directors must not approve the
financial statements unless they are satisfied that they give a
true and fair view of the state of affairs of the Company and of
its profit or loss for that period.
In preparing the financial statements, the
Directors are required to:
·
select suitable accounting policies and then apply them
consistently;
·
state whether they have been prepared in accordance with
UK‑adopted international
accounting standards, subject to any material departures disclosed
and explained in the financial statements;
·
make judgements and accounting estimates that are reasonable
and prudent; and
·
prepare the financial statements on the going concern basis,
unless it is inappropriate to presume that the Company will
continue in business.
The Directors are also responsible for
safeguarding the assets of the Company and hence for taking
reasonable steps to prevent and detect fraud and other
irregularities.
The Directors are responsible for keeping
adequate accounting records that are sufficient to show and explain
the Company's transactions and disclose, with reasonable accuracy
at any time, the financial position of the Company. The accounting
records should also enable them to ensure the financial statements
and the Directors' Remuneration Report comply with the Companies
Act 2006 and Article 4 of the IAS Regulation.
The Directors are responsible for the
maintenance and integrity of the Company's website. Legislation in
the UK governing the preparation and dissemination of financial
statements may differ from legislation in other
jurisdictions.
Directors'
Confirmations
Each of the Directors, whose names
and functions are listed in the Corporate Governance section,
confirm that, to the best of their knowledge:
·
the Company financial statements, which have been properly
prepared in accordance with UK-adopted international
accounting standards, give a true and fair view of the assets,
liabilities, financial position, and profit of the Company;
and
·
the Directors' Report includes a fair review of the
development and performance of the business and the position of the
Company, together with a description of the principal risks and
uncertainties it faces.
For and on behalf of the Board
David
MacLellan
24 April 2024
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER
2023
|
|
For the year ended 31 December
2023
|
For the year ended 31
December 2022
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
Capital
|
Total
|
Revenue
|
Capital
|
Total
|
|
Notes
|
(EUR '000)
|
(EUR '000)
|
(EUR '000)
|
(EUR '000)
|
(EUR '000)
|
(EUR '000)
|
Unrealised (losses)/gains on
investments
|
4
|
-
|
(41,675)
|
(41,675)
|
-
|
41,778
|
41,778
|
Net foreign exchange losses
|
|
-
|
(24)
|
(24)
|
-
|
(13)
|
(13)
|
Interest income from shareholder
loans
|
5
|
15,312
|
-
|
15,312
|
15,929
|
-
|
15,929
|
Dividend income
|
5
|
1,200
|
-
|
1,200
|
1,200
|
-
|
1,200
|
Investment advisory fees
|
6
|
(2,896)
|
-
|
(2,896)
|
(3,150)
|
-
|
(3,150)
|
Other expenses
|
7
|
(1,814)
|
-
|
(1,814)
|
(1,565)
|
-
|
(1,565)
|
Profit/(loss)
on ordinary activities before finance costs and
taxation
|
|
11,802
|
(41,699)
|
(29,897)
|
12,414
|
41,765
|
54,179
|
Finance costs
|
8
|
(1)
|
-
|
(1)
|
(75)
|
-
|
(75)
|
Profit on
ordinary activities before taxation
|
|
11,801
|
(41,699)
|
(29,898)
|
12,339
|
41,765
|
54,104
|
Taxation
|
9
|
-
|
-
|
-
|
-
|
-
|
-
|
(Loss)/profit
on ordinary activities after taxation
|
|
11,801
|
(41,699)
|
(29,898)
|
12,339
|
41,765
|
54,104
|
Return per Ordinary Share undiluted
(cents)
|
10
|
3.03
|
(10.72)
|
(7.69)
|
3.02
|
10.24
|
13.26
|
Return per Ordinary Share undiluted
(cents)
|
10
|
3.03
|
(10.72)
|
(7.69)
|
3.02
|
10.24
|
13.26
|
The notes shown below are an integral part of
these financial statements.
The total column of the Statement of
Comprehensive Income is the profit and loss account of the
Company.
All revenue and capital items in the above
statement derive from continuing operations. No operations were
acquired or discontinued during the year.
Return on ordinary activities after taxation is
also the "Total comprehensive income for the year".
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
|
Notes
|
As at
31 December 2023 (EUR
'000)
|
As at
31 December
2022 (EUR '000)
|
Fixed
assets
|
|
|
|
Investments at fair value through profit or
loss
|
4
|
372,403
|
428,641
|
Current
assets
|
|
|
|
Trade and other receivables
|
11
|
96
|
5,630
|
Cash and cash equivalents
|
|
1,532
|
19,893
|
|
|
1,628
|
25,523
|
Current
liabilities
|
|
|
|
Trade and other payables
|
12
|
(1,490)
|
(2,514)
|
|
|
(1,490)
|
(2,514)
|
Net current
assets
|
|
138
|
23,009
|
Net
assets
|
|
372,541
|
451,650
|
Capital and
reserves: equity
|
|
|
|
Share capital
|
13
|
4,082
|
4,082
|
Share premium
|
|
255,643
|
255,643
|
Special reserve
|
14
|
87,717
|
125,082
|
Capital reserve
|
|
23,919
|
65,618
|
Revenue reserve
|
|
1,180
|
1,225
|
Total
shareholders' funds
|
|
372,541
|
451,650
|
Net assets per
Ordinary Share (cents)
|
15
|
98.52c
|
110.64c
|
The notes shown below are an integral part of
these financial statements.
The financial statements were approved by the
Board of Directors on 24 April 2024 and signed on its behalf
by:
David
MacLellan
Company number 11932433
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER
2023
|
|
|
Share
|
|
|
|
|
|
|
Share
|
premium
|
Special
|
Capital
|
Revenue
|
|
|
|
capital
|
account
|
reserve
|
reserve
|
reserve
|
Total
|
|
Notes
|
(EUR '000)
|
(EUR '000)
|
(EUR '000)
|
(EUR '000)
|
(EUR '000)
|
(EUR '000)
|
Opening equity
as at
1 January
2023
|
|
4,082
|
255,643
|
125,082
|
65,618
|
1,225
|
451,650
|
Share buybacks
|
13
|
-
|
-
|
(27,964)
|
-
|
-
|
(27,964)
|
Profit/(loss) for the year
|
|
-
|
-
|
-
|
(41,699)
|
11,801
|
(29,898)
|
Dividend paid
|
16
|
-
|
-
|
(9,401)
|
-
|
(11,846)
|
(21,247)
|
Closing equity
as at
31 December
2023
|
|
4,082
|
255,643
|
87,717
|
23,919
|
1,180
|
372,541
|
|
|
|
Share
|
|
|
|
|
|
|
Share
|
premium
|
Special
|
Capital
|
Revenue
|
|
|
|
capital
|
account
|
reserve
|
reserve
|
reserve
|
Total
|
|
Notes
|
(EUR '000)
|
(EUR '000)
|
(EUR
'000)
|
(EUR
'000)
|
(EUR
'000)
|
(EUR '000)
|
Opening equity
as at
1 January
2022
|
|
4,069
|
254,388
|
134,393
|
23,853
|
740
|
417,443
|
Shares issued during the
year1
|
13
|
13
|
1,313
|
-
|
-
|
-
|
1,326
|
Share issue costs
|
|
-
|
(58)
|
-
|
-
|
-
|
(58)
|
Profit for the year
|
|
-
|
-
|
-
|
41,765
|
12,339
|
54,104
|
Dividend paid
|
16
|
-
|
-
|
(9,311)
|
-
|
(11,854)
|
(21,165)
|
Closing equity
as at
31 December
2022
|
|
4,082
|
255,643
|
125,082
|
65,618
|
1,225
|
451,650
|
The notes shown below are an integral part of
these financial statements.
1. During the year, the
Company did not issue any new Ordinary Shares (2022: 1,286,293
shares with gross aggregate proceeds of EUR 1.33
million).
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER
2023
|
Notes
|
Year ended 31 December
2023
|
Year ended 31
December 2022
|
|
|
(EUR '000)
|
(EUR '000)
|
Operating
activities
|
|
|
|
(Loss)/profit on ordinary activities before
finance costs and taxation
|
|
(29,897)
|
54,179
|
Adjustment for:
|
|
|
|
Unrealised losses/(gains) on
investments
|
|
41,675
|
(41,778)
|
Decrease in trade and other
receivables
|
|
5,534
|
3,668
|
(Decrease)/increase in trade and other
payables
|
|
(1,024)
|
859
|
Net cash flow
from operating activities
|
|
16,288
|
16,928
|
Investing
activities
|
|
|
|
Purchase of investments
|
4
|
-
|
(71,369)
|
Repayments during the year
|
4
|
14,563
|
1,459
|
Payment of contingent consideration
|
|
-
|
(1,428)
|
Net cash flow
from/(used in) investing activities
|
|
14,563
|
(71,338)
|
Financing
activities
|
|
|
|
Proceeds of share issues
|
|
-
|
1,326
|
Share issue costs
|
|
-
|
(58)
|
Share buybacks
|
13
|
(27,964)
|
-
|
Dividend paid
|
16
|
(21,247)
|
(21,165)
|
Finance costs
|
8
|
(1)
|
(75)
|
Net cash flow
used in financing activities
|
|
(49,212)
|
(19,972)
|
Decrease in
cash
|
|
(18,361)
|
(74,382)
|
Cash and cash
equivalents at start of year
|
|
19,893
|
94,275
|
Cash and cash
equivalents at end of year
|
|
1,532
|
19,893
|
The notes shown below are an integral part of
these financial statements.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER
2023
1. General
Information
Aquila European Renewables Plc ('Aquila European
Renewables' or the 'Company') is a public company limited by
shares, incorporated in England and Wales on 8 April 2019 with
registered number 11932433. The Company is domiciled in England and
Wales. The Company is a closed-ended investment company with an
indefinite life. The Company commenced its operations on 5 June
2019 when its Ordinary Shares were admitted to trading on the
London Stock Exchange. The Directors intend, at all times, to
conduct the affairs of the Company so as to enable it to qualify as
an investment trust for the purposes of section 1158 of the
Corporation Tax Act 2010, as amended.
The registered office and principal place of
business of the Company is 6th Floor, 125 London Wall, London, EC2Y
5AS.
The Company's investment objective is to
generate stable returns, principally in the form of income
distributions, by investing in a diversified portfolio of renewable
energy infrastructure investments.
The Company's Investment Adviser is Aquila
Capital Investmentgesellschaft mbH, authorised and regulated by the
German Federal Financial Supervisory Authority.
FundRock Management Company (Guernsey) Limited
(formerly Sanne Fund Management (Guernsey) Limited) acts as the
Company's Alternative Investment Fund Manager for the purposes of
Directive 2011/61/EU of the Alternative Investment Fund
Managers Directive.
Apex Listed Companies Services (UK) Limited
(formerly Sanne Fund Services (UK) Limited) provides administrative
and company secretarial services to the Company under the terms of
an administration agreement between the Company and the
Administrator.
2. Basis of
Preparation
The financial statements have been prepared in
accordance with UK-adopted international accounting standards in
conformity with the requirements of the Companies Act 2006, as
applicable to companies reporting under those standards.
The financial statements have also been
prepared, as far as is relevant and applicable to the Company, in
accordance with the Statement of Recommended Practice issued by the
AIC in April 2021.
The financial statements are prepared on the
historical cost basis, except for the revaluation of certain
financial instruments at fair value through profit or loss. The
principal accounting policies adopted are set out below. These
policies are consistently applied.
The functional currency of the Company is euros,
as this is the currency of the primary economic environment in
which the Company operates. Accordingly, the financial statements
are presented in euros, rounded to the nearest thousand euros,
unless otherwise stated. The EUR/GBP exchange rate as of 31
December 2023 was 0.8669 (2022: 0.8853).
Accounting for
Subsidiary
The Company owns 100% of its subsidiary
Tesseract Holdings Limited ("HoldCo" or "THL"). The Company has
acquired Renewable Energy Infrastructure Investments through its
investment in the HoldCo. The Company finances the HoldCo through a
mix of loan investments and equity. The loan investment finance
represents shareholder loans (the 'shareholder loans' or "SHL")
provided by the Company to HoldCo. The Company meets the definition
of an investment entity as described by IFRS 10. Under IFRS , an
investment entity is required to hold subsidiaries at fair value
through profit or loss, and therefore does not consolidate the
subsidiary.
The HoldCo is an investment entity and, as
described under IFRS 10, values its SPV investments at fair value
through profit or loss. SPV investments are investments held at
HoldCo. Further details of the HoldCo and SPV structure and
investments can be found in note 20, below.
Characteristics of an
Investment Entity
Under the definition of an investment entity,
the Company should satisfy all three of the following
tests:
i. the Company
obtains funds from one or more investors for the purpose of
providing those investors with investment management
services;
ii. the Company commits
to its investors that its business purpose is to invest funds
solely for returns from capital appreciation, investment income, or
both; and
iii. the Company measures and
evaluates the performance of substantially all 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:
i. the Company
has multiple investors and obtains funds from a diverse group of
shareholders who would otherwise not have access individually to
investing in renewable energy infrastructure investments due to
high barriers to entry and capital requirements;
ii. the Company intends
to hold these renewable energy infrastructure investments, via the
HoldCo, for the remainder of their useful life for the purpose of
capital appreciation and investment income. The renewable energy
infrastructure investments are expected to generate renewable
energy output for 25 to 30 years from their relevant commercial
operation date; the Directors believe the Company is able to
generate returns to the investors during that period;
and
iii. the Company measures and
evaluates the performance of all its investments, held via HoldCo,
on a fair value basis, which is the most relevant for investors in
the Company. Management use fair value information as a primary
measurement to evaluate the performance of all the investments and
in decision making.
The Directors are of the opinion that the
Company meets all the typical characteristics of an investment
entity and therefore meets the definition set out in IFRS 10. The
Directors are satisfied that investment entity accounting treatment
appropriately reflects the Company's activities as an investment
trust.
The Directors have also satisfied themselves
that Tesseract Holdings Limited meets the characteristic of an
investment entity. Tesseract Holdings Limited has one investor,
Aquila European Renewables Plc; however, in substance Tesseract
Holdings Limited is investing the funds of the investors of Aquila
European Renewables Plc on its behalf and is effectively performing
investment management services on behalf of many unrelated
beneficiary investors.
The Directors believe the treatment outlined
above provides the most relevant information to
investors.
Going Concern
The Directors have adopted the going concern
basis in preparing the financial statements. The following is a
summary of the Directors' assessment of the going concern status of
the Company.
The Company continues to meet its day-to-day
liquidity needs through its cash resources and RCF. In reaching
this conclusion, the Directors have considered its cash position,
income, expense flows, and compliance with the RCF covenants. The
Company's net assets as at 31 December 2023 equated to EUR 372.5
million (2022: EUR 451.7 million). As at 31 December 2023, the
Company and its wholly owned subsidiary held EUR 9.9 million (2022:
EUR 24.7 million) in cash, which excludes any additional cash held
within the Company's investments.
The Company and its subsidiaries have a modest
level of debt, representing 34.3% of its Gross Asset Value as of 31
December 2023, comprised of an RCF (EUR 74.7 million drawn,
excluding bank guarantees) and non-recourse debt at the asset level
(EUR 120.1 million). In January 2024, the Company, via its wholly
owned subsidiaries, entered into a bank debt financing at its
Spanish solar PV portfolio for EUR 50.0 million, the proceeds of
which were primarily used to repay the RCF, which is currently
drawn to EUR 26.1 million as of the date of approval of this
document (excluding bank guarantees), representing approximately
7.0% of its NAV as at 31 December 2023.
The Company is in compliance with its covenants
related to the RCF. The Board and its advisers have analysed the
covenants of the RCF, and significant headroom exists in relation
to both the Interest Coverage Ratio ("ICR") and Loan to Value
covenant versus actual ratios based on 31 December 2023. For
example, based on the Company's RCF compliance certificate for Q4
2023 (adjusting for the recent partial repayment of the RCF),
forecast cash flows would have to reduce by over 57% in order to
breach the Company's ICR.
The Company's RCF is due to expire in April 2025
and whilst an extension has not been agreed, the Company would
expect to extend the facility with the existing lenders, on the
basis that:
- the Company and
its Investment Adviser have a strong relationship with the RCF
lenders;
- RCF lenders have
already put forward proposals to extend the facility, subject to
agreeing commercial terms and credit approval;
- the Company and
its subsidiaries have a modest level of debt, of approximately
34.3%; and
- the Company is in
compliance with its RCF covenants and benefits from a significant
buffer compared to the actual ratios observed as at 31 December
2023.
Outside of the RCF, the Company and its HoldCo
have no other noteworthy liabilities.
The Company and its HoldCo's total expenses for
the year ended 31 December 2023 were EUR 10.4 million, inclusive of
RCF interest and fees (2022: EUR 6.4 million), which represented
approximately 2.6% (2022: 1.5%) of average net assets during 2023.
At the date of approval of this document, based on the aggregate of
investments and cash held, the Company has substantial operating
expenses cover.
The Directors are also satisfied that the
Company would continue to remain viable under downside scenarios,
including a decline in long-term production and power price
forecasts. As part of the assessment, the Directors have reviewed
the operating cash flow forecast prepared by the Investment Adviser
under base case and downside scenarios. The forecast highlights
that the Company is able to meet its obligations without running
into any liquidity shortages, noting it also has access to a
partially undrawn RCF (EUR 68.2 million available) and other
sources of liquidity, should the need arise. In addition, the
Directors are satisfied that any refinancing risks associated with
the RCF are low. The Company's portfolio benefits from contracted
revenues in the form of Power Purchase Agreements and
Government-regulated tariffs, providing significant visibility of
income and downside protection, with 52.0% of revenue contracted
over the next five years. For example, the Company expects its 2024
target dividend to be fully covered even if forecast power prices
decline by 37%.
As discussed in the Chairman's Statement above,
the Company announced on 14 December 2023 that, together with its
advisers, it continues to explore a number of different initiatives
to address the issues facing the sector and to secure recognition,
in the Company's share price, of the real underlying value of the
Company's portfolio. On 26 February 2024, following the receipt and
review of a number of indications of interest in a potential
combination of the Company with another listed investment company
by way of a section 110 of the Insolvency Act 1986 ("section 110
combination"), the Board instructed its advisers, Deutsche Numis,
to commence a process of mutual due diligence with multiple
interested parties. The engagement with parties interested in a
section 110 combination with the Company is still ongoing and
therefore there can be no certainty that this process will result
in a combination on terms which the Board considers to be in the
best interests of shareholders as a whole. Any section 110
combination would be subject to shareholder approval.
On 30 May 2023, the Board announced that
shareholders should have a further opportunity to vote on the
continuation of the Company during the course of the financial year
ending 31 December 2024, expected to be around September 2024. With
the support of the Company's brokers, the Board has consulted with
the Company's shareholders who have expressed their high regard for
the Investment Adviser and the Company's portfolio of assets,
although it is recognised that the sector as a whole has faced
challenges during recent months as discounts have widened and
liquidity issues persist. Shareholders have also raised concerns
about the ability for the Company to grow in the current climate,
given the sustained discount in the share price versus the NAV. As
a result, the Directors acknowledge that there is uncertainty as to
whether the continuation vote would pass or fail.
If the continuation vote is not passed, then
according to the Company's Articles, the Directors shall within six
months put proposals to shareholders for the reconstruction,
reorganisation or liquidation of the Company.
Any such proposal would have to take into
consideration the outcome (if any) of the section 110 process,
which was announced on 26 February 2024. As a result, the Directors
believe that, in the absence of a section 110 transaction taking
place, the Directors expect that if the continuation vote is not
passed, formulating and implementing any such proposals would
require the Company to continue operations for a period of at least
12 months from the date of approval of the Company's financial
statements.
Accordingly, while the Directors recognise that
these conditions indicate the existence of material uncertainty
which may cast significant doubt about the Company's ability to
continue as a going concern, based on the assessment and
considerations above, the Directors have concluded that the
financial statements of the Company should be prepared on a going
concern basis. The financial statements do not include the
adjustments that would result if the Company were unable to
continue on a going concern basis.
Critical Accounting Judgements,
Estimates and Assumptions
The preparation of financial statements in
accordance with IFRS requires management to make judgements,
estimates and assumptions in certain circumstances that affect
reported amounts. These are judgements, estimates and assumptions
that have a significant risk of causing a material adjustment to
the carrying amounts of assets and liabilities.
Key
Judgements
As disclosed above, the Directors have concluded
that the Company and HoldCo meet the definition of an investment
entity, as defined in IFRS 10. This conclusion involved a degree of
judgement and assessment as to whether the Company met the criteria
outlined in IFRS 10.
The Company classifies its investments based on
its business model for managing those financial assets and the
contractual cash flow characteristics of the financial assets. The
portfolio of assets is managed, and performance is evaluated, on a
fair value basis.
The Company is primarily focused on fair value
information and uses that information to assess the assets'
performance and to make decisions. The contractual cash flows
of the Company's shareholder loans are solely principal and
interest. However these securities are not held for the purpose of
collecting contractual cash flows.
The collection of contractual cash flows is only
incidental to achieving the Company's business model's objective.
Consequently, all investments are measured at fair value through
profit or loss. The Company considers the equity and shareholder
loan investments to share the same investment characteristics and
risks, and they are therefore treated as a single unit of account
for fair value purposes (IFRS 13) and a single class for financial
instrument disclosure purposes (IFRS 9).
As a result, the evaluation of the performance
of the Company's investments is done for the entire portfolio on a
fair value basis, as is the reporting to the key management
personnel and investors. In this case, all equity and shareholder
loan investments form part of the same portfolio, for which the
performance is evaluated on a fair value basis together and
reported to the key management personnel in its
entirety.
Uncertainty:
Investments at Fair Value Through Profit or Loss
The key assumptions that have a significant
impact on the carrying value of the Company's underlying
investments in SPVs are the discount rates, useful lives of the
assets, the rate of inflation, the price at which the power and
associated benefits can be sold, the amount of electricity the
assets are expected to produce, and operating costs of the
SPVs.
The discount rates are subjective and therefore
it is feasible that a reasonable alternative assumption may be
used, resulting in a different value. The discount rates applied to
the cash flows are reviewed annually by the Investment Adviser to
ensure they are at the appropriate level. The Investment Adviser
will take into consideration market transactions, which are of
similar nature, when considering changes to the discount rates
used.
The weighted average discount rate applied in
the December 2023 valuation was 7.2% (2022: 7.2%).
Useful lives are based on the Investment
Adviser's estimates of the period over which the assets will
generate revenue, which are periodically reviewed
for continued appropriateness.
The assumption used for the useful life of the
wind assets is 25 to 30 years, and solar PV is 40 years. The actual
useful life may be a shorter or longer period, depending on the
actual operating conditions experienced by the asset.
The operating lives of hydropower assets are estimated in
accordance with their expected concession terms.
The price at which the output from the
generating assets is sold is a factor of both wholesale electricity
prices and the revenue received from the government support regime.
Future power prices are estimated using external third-party
forecasts, which take the form of specialist consultancy reports.
The future power price assumptions are reviewed as and when these
forecasts are updated. There is an inherent uncertainty in future
wholesale electricity price projection. Long-term power price
forecasts are provided by leading market consultants, updated
quarterly.
Specifically commissioned external reports are
used to estimate the expected electrical output from the wind and
hydropower farm and solar PV assets, taking into account the
expected average wind speed at each location and generation data
from historical operation. The actual electrical output may differ
considerably from that estimated in such a report, mainly due to
the variability of actual wind to that modelled in any one period.
Assumptions on electrical output will be reviewed only if there is
good reason to suggest there has been a material change in this
expectation.
The P50 level of output is the estimated annual
amount of electricity generation (in MW) that has a 50.0%
probability of being exceeded, both in any single year and over the
long term, and a 50.0% probability of being
underachieved.
Climate risks can also affect the carrying value
of the Company's underlying investments. The Company relies (via
the HoldCo or relevant SPVs) on third-party technical advisers to
consider the impact of climate risks when assessing P50 production
forecasts.
The operating costs of the SPV companies are
frequently partly or wholly subject to inflation, and an assumption
is made that inflation will increase at a long-term rate. The SPVs'
valuation assumes long-term inflation of 2.0% (2022: 2.0%). The
impact of physical and transition risks associated with climate
change is assessed on a project-by-project basis and factored into
the underlying cash flows as appropriate.
The estimates and assumptions that have a
significant risk of causing a material adjustment to the carrying
value of assets and liabilities are those used to determine the
fair value of the investments as disclosed in note 4 to the
financial statements under sensitivities.
New
Standards, Interpretations and Amendments Adopted from 1 January
2023
A number of new standards and amendments to
standards are effective for the annual periods beginning after 1
January 2023. None of these have a significant effect on the
measurement of the amounts recognised in the financial statements
of the Company.
New
Standards and Amendments Issued but
not yet Effective
The relevant new and amended standards and
interpretations that are issued, but not yet effective, up to the
date of issuance of the Company's financial statements are
disclosed below. These standards are not expected to have a
material impact on the Company in future reporting periods, or on
foreseeable future transactions.
Amendments to
IAS 1 Presentation of Financial Statements - Classification of
Liabilities as Current or Non-current
The amendments to IAS 1 clarify that the
classification of liabilities as current or non-current is based on
rights that are in existence at the end of the reporting period.
The amendments also specify that classification is unaffected by
expectations about whether an entity will exercise its right to
defer settlement of a liability, and they explain that rights are
in existence if covenants are complied with at the end of the
reporting period. They also introduce a definition of 'settlement'
to make clear that settlement refers to the transfer to the
counterparty of cash, equity instruments, other assets or services.
The amendments are applied retrospectively for annual periods
beginning on or after 1 January 2024, with early application
permitted.
Amendments to
IAS 1 Presentation of Financial Statements -
Non‑current Liabilities with
Covenants
The amendments specify that only covenants that
an entity is required to comply with, on or before the end of the
reporting period, affect the entity's right to defer settlement of
a liability for at least twelve months after the reporting date
(and therefore must be considered in assessing the classification
of the liability as current or non-current). Such covenants affect
whether the right exists at the end of the reporting period, even
if compliance with the covenant is assessed only after the
reporting date (e.g. a covenant based on the entity's financial
position at the reporting date that is assessed for compliance only
after the reporting date). The amendments are applied
retrospectively for annual reporting periods beginning on or after
1 January 2024. Earlier application of the amendments is
permitted.
Amendments to
IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments:
Disclosures - Supplier Finance Arrangements
The amendments add a disclosure objective to IAS
7, or stating that an entity is required to disclose information
about its supplier finance arrangements that enables users of
financial statements to assess the effects of those arrangements on
the entity's liabilities and cash flows. In addition, IFRS 7 was
amended to add supplier finance arrangements as an example within
the requirements to disclose information about an entity's exposure
to concentration of liquidity risk. The amendments, which contain
specific transition reliefs for the first annual reporting period
in which an entity applies the amendments, are applicable for
annual reporting periods beginning on or after 1 January 2024.
Earlier application is permitted.
3. Material
Accounting Policies
Financial Instruments
Financial
Assets
The Company's financial assets principally
comprise of investments held at fair value through profit
(shareholder loan and equity investments) cash and trade and other
receivables.
The Company's shareholder loan and equity
investments in HoldCo are held at fair value through profit or
loss. Gains or losses resulting from the movements in fair value
are recognised in the Company's Statement of Comprehensive Income
at each measurement point. Where there is sufficient value within
HoldCo, the Company's shareholder loans are fair valued at their
redeemable amounts and the residual fair value reflected within the
Company's equity investments.
Trade and other receivables are initially
recognised at fair value and subsequently measured at amortised
cost using the effective interest rate method.
Financial
Liabilities
The Company's financial liabilities include
trade and other payables, and other short-term monetary liabilities
which are initially recognised at fair value and subsequently
measured at amortised cost using the effective interest rate
method.
Recognition,
Derecognition and Measurement
Financial assets and financial liabilities are
recognised in the Company's Statement of Financial Position when
the Company becomes a party to the contractual provisions of the
instrument. Financial assets and financial liabilities are
initially measured at fair value. Transaction costs that are
directly attributable to the acquisition or issue of financial
assets and financial liabilities (other than financial assets and
financial liabilities at fair value through profit or loss) are
added to or deducted from the fair value of the financial assets or
financial liabilities, as appropriate, on initial recognition.
Transaction costs directly attributable to the acquisition of
financial assets or financial liabilities at fair value through
profit or loss are recognised immediately in profit or
loss.
A financial liability (in whole or in part) is
derecognised when the Company has extinguished its contractual
obligations, it expires or is cancelled. Financial assets are
derecognised when the rights to receive cash flows from the
investments have expired or the Company has transferred
substantially all risks and rewards of ownership.
Subsequent to initial recognition, financial
assets at fair value through profit or loss are measured at fair
value. Gains and losses resulting from the movement in fair value
are recognised in the Statement of Comprehensive Income. Financial
liabilities are subsequently measured at amortised cost using the
effective interest rate method.
Taxation
Investment trusts which have approval under
section 1158 of the Corporation Tax Act 2010 are not liable for
taxation on capital gains. Shortly after listing, the Company
received an approval as an investment trust by HMRC. Current tax is
the expected tax payable on the taxable income for the period,
using tax rates that have been enacted or substantively enacted at
the date of the Statement of Financial Position.
Deferred Taxation
Deferred tax is the tax expected to be payable
or recoverable on differences between the carrying amounts of
assets and liabilities in the financial statements and the
corresponding tax bases used in the computation of taxable profit
and is accounted for using the statement of financial position
liability method. Deferred tax liabilities are recognised for all
taxable temporary differences and deferred tax assets are
recognised to the extent that it is probable that taxable profits
will be available against which deductible temporary differences
can be utilised.
Deferred tax is calculated at the tax rates that
are expected to apply in the period when the liability is settled,
or the asset is realised. Deferred tax is charged or credited to
the Statement of Comprehensive Income, except when it relates to
items charged or credited directly to equity, in which case the
deferred tax is also dealt with in equity.
Deferred tax assets and liabilities are offset
when there is a legally enforceable right to set off tax assets
against tax liabilities. They are also offset when they relate to
income taxes levied by the same taxation authority and the Company
intends to settle its current tax assets and liabilities on a net
basis.
Segmental Reporting
The Chief Operating Decision Maker ("CODM"),
which is the Board, is of the opinion that the Company is engaged
in a single segment of business, being investment in renewable
energy infrastructure assets to generate investment returns whilst
preserving capital. The financial information used by the CODM to
manage the Company presents the business as a single
segment.
Income
Income includes investment income from financial
assets at fair value through profit or loss and finance
income.
Investment income from financial assets at fair
value through profit or loss is recognised in the Statement of
Comprehensive Income within investment income when the Company's
right to receive income is established.
Interest earned on shareholder loans is
recognised on an accruals basis.
Dividend income is recognised when the right to
receive it is established, and is reflected in the Statement of
Comprehensive Income as investment income.
Expenses
All expenses are accounted for on an accruals
basis. In respect of the analysis between revenue and capital items
presented within the Statement of Comprehensive Income, all
expenses are presented as revenue as they are directly attributable
to the operations of the Company.
Payment of Investment Advisory Fees
in Shares
During the first two years of its appointment,
the Investment Adviser has undertaken to apply its fee (net of any
applicable tax) in subscribing for, or acquiring, Ordinary Shares
and, as announced on 6 August 2021, this arrangement was extended
by an additional two years to 30 June 2023. If the Ordinary Shares
are trading at a premium to the prevailing NAV, the Company will
issue new Ordinary Shares to the Investment Adviser. If, however,
the Ordinary Shares are trading at a discount to the prevailing NAV
at the relevant time, no new Ordinary Shares will be issued by the
Company and instead the Company will instruct its broker to acquire
Ordinary Shares to the value of the fee due in the relevant period.
This arrangement has now lapsed and the Board has decided not to
extend it further. Where shares are trading at a premium to NAV,
Ordinary Shares are issued in lieu of the Investment Adviser's
fees; and the fair value of the investment advisory services
received in exchange for shares is recognised as an expense at the
time at which the investment advisory fees are earned, with a
corresponding increase in equity. The fair value of the investment
advisory services is calculated by reference to the definition of
investment advisory fees in the Investment Advisory Agreement.
During the year, no shares were issued to the Investment Adviser in
lieu of its fees (2022: 1,286,293 Ordinary Shares were
issued).
Where the shares have been trading at a discount
to NAV, the Board will instruct the Company's brokers to purchase
shares in the market for the Investment Adviser in lieu of its
fees. Fees paid by way of a purchase of shares will be treated as a
capital expense at the time of purchase. During the year, a total
of 2,503,736 Ordinary Shares were purchased on behalf of the
Investment Adviser in lieu of its fees (2022: 1,788,559 Ordinary
Shares were purchased).
The Board has decided not to extend this
agreement further.
Further details on the payment of investment
advisory fees in shares are disclosed in note 6 to the financial
statements.
Foreign Currency
Transactions denominated in foreign currencies
are translated into euros at actual exchange rates as at the date
of the transaction. Monetary assets and liabilities denominated in
foreign currencies at the period end are reported at the rates of
exchange prevailing at the period end. Any gain or loss arising
from a change in exchange rates subsequent to the date of the
transaction is included as an exchange gain or loss to capital or
revenue in the Statement of Comprehensive Income as appropriate.
Foreign exchange movements on investments are included in the
Statement of Comprehensive Income within gains on
investments.
Cash
and Cash Equivalents
Cash and cash equivalents include deposits held
at call with banks and other short-term deposits, with original
maturities of three months or less.
Share Capital, Special Reserve and Share
Premium
Ordinary Shares are classified as equity. Costs
directly attributable to the issue of new shares (that would have
been avoided if there had not been a new issue of new shares) are
recognised against the value of the Ordinary Share premium
account.
Repurchases of the Company's own shares are
recognised and deducted directly in equity. No gain or loss is
recognised in profit or loss on the purchase, sale, issue or
cancellation of the Company's own equity instruments.
4. Investments
Held at Fair Value Through Profit or Loss
|
As at
|
As at
|
|
31 December
|
31
December
|
|
2023
|
2022
|
|
Investments at fair value through
profit
|
Investments at fair
value through profit
|
|
or loss
|
or loss
|
|
(EUR '000)
|
(EUR '000)
|
(a) Summary of
valuation
|
|
|
Analysis of closing balance:
|
|
|
Investments held at fair value through profit or
loss
|
372,403
|
428,641
|
Total
investments
|
372,403
|
428,641
|
(b) Movements
during the year
|
|
|
Opening balance of investments, at
cost
|
362,978
|
293,068
|
Purchases at cost
|
-
|
71,369
|
Repayments during the year
|
(14,563)
|
(1,459)
|
Cost of
investments
|
348,415
|
362,978
|
Revaluation of investments to fair
value:
|
|
|
Unrealised movement in fair value of
investments
|
23,988
|
65,663
|
Balance of
capital reserve - investments held
|
23,988
|
65,663
|
Fair value of
investments
|
372,403
|
428,641
|
(c)
(Loss)/gains on investments in year (per Statement of Comprehensive
Income)
|
|
|
Movement in unrealised revaluation of
investments held
|
(41,675)
|
41,778
|
(Loss)/gains on
investments
|
(41,675)
|
41,778
|
The fair value of the Company's equity and the
shareholder loans investments in HoldCo are determined by the
underlying fair values of the SPV investments, which are not traded
and contain unobservable inputs. As explained in note 2, the
Company has made a judgement to fair value of both the equity and
shareholder loan investments together. As such, the Company's
equity and the shareholder loan investments in HoldCo have been
classified as Level 3 in the fair value hierarchy.
Fair
Value Measurements
IFRS 13 requires disclosure of fair value
measurement by level. The level of fair value hierarchy within the
financial assets or financial liabilities is determined on the
basis of the lowest level input that is significant to the fair
value measurement. Financial assets and financial liabilities are
classified in their entirety into only one of the following three
levels:
Level
1
The unadjusted quoted price in an active market
for identical assets or liabilities that the entity can access at
the measurement date.
Level
2
Inputs other than quoted prices included within
Level 1 that are observable (i.e. developed using market data) for
the asset or liability, either directly or
indirectly.
Level
3
Inputs are unobservable (i.e. for which market
data is unavailable) for the asset or liability.
The classification of the Company's investments
held at fair value is detailed in the table below:
|
As at 31 December 2023
|
As at 31 December
2022
|
|
Level 1
|
Level 2
|
Level 3
|
Total
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|
(EUR '000)
|
(EUR '000)
|
(EUR '000)
|
(EUR '000)
|
(EUR '000)
|
(EUR '000)
|
(EUR '000)
|
(EUR '000)
|
Investments at fair value
through profit or loss
|
-
|
-
|
372,403
|
372,403
|
-
|
-
|
428,641
|
428,641
|
|
-
|
-
|
372,403
|
372,403
|
-
|
-
|
428,641
|
428,641
|
Due to the nature of the investments, they are
always expected to be classified as Level 3. There have been no
transfers between levels during the year ended 31 December
2023.
The movement on the Level 3 unquoted investments
during the year is shown below:
|
Year ended
|
Year ended
|
|
31 December
|
31
December
|
|
2023
|
2022
|
|
(EUR '000)
|
(EUR '000)
|
Opening balance
|
428,641
|
316,953
|
Additions during the year
|
-
|
71,369
|
Repayments during the year
|
(14,563)
|
(1,459)
|
Unrealised (losses)/gains on investments
adjustments
|
(41,675)
|
41,778
|
Closing
balance
|
372,403
|
428,641
|
Valuation Methodology
The Company owns 100% of its subsidiary
Tesseract Holdings Limited. The Company meets the definition of an
investment entity as described by IFRS 10; as such, its investment
in the HoldCo is valued at fair value. HoldCo's cash, working
capital balances and fair value of investments are included in
calculating fair value of the HoldCo.
The Company acquired underlying investments in
SPVs through its investment in the HoldCo.
The Investment Adviser has carried out fair
market valuations of the SPV investments as at 31 December 2023 and
the Directors have satisfied themselves as to the methodology used,
the discount rates and key assumptions applied, and the
valuation.
All SPV investments are held at fair value
through profit or loss and are valued using the IFRS 13 framework
for fair value measurement. The following economic assumptions were
used in the valuation of the SPVs.
Valuation Assumptions
As at 31
December 2023
|
|
Discount
rates
|
The discount rate used in the valuations is
calculated according to internationally
recognised methods.
Typical components of the discount rate are
risk-free rates, country-specific and asset-specific
risk premia.
The latter comprise the risks inherent to the
respective asset class, as well as specific premia for other
risks such as development and construction.
|
Power
price
|
Power prices are based on captured power price
forecasts from leading market analysts. The forecasts are
independently sourced from providers with coverage in almost all
European markets, as well as providers with regional expertise. The
approach applied to all asset classes (wind energy, solar PV and
hydropower) remains unchanged with the first two using a blend of
two power price curve providers and the third using a blend of
three power price curve providers.
|
Energy
yield/load factors
|
Estimates are based on third-party energy yield
assessments, which consider historic production data (where
applicable) and other relevant factors.
|
Inflation
rates
|
Long-term inflation is based on the monetary
policy of the European Central Bank. Short-term inflation
assumptions are based on the first three years being sourced from
Refinitiv and an interpolation for another two years to the
long-term rate.
|
Asset
life
|
Life of 25 to 30 years for onshore wind energy
and 40 years for solar PV is assumed. The operating
lives of hydropower assets are estimated in accordance with their
expected concession terms.
|
Operating
expenses
|
Operating expenses are primarily based on
respective contracts and, where not contracted, on the
assessment of a technical adviser.
|
Taxation
rates
|
Underlying country-specific tax rates are
derived from due diligence reports from leading tax consulting
firms.
|
Valuation
Sensitivities
The fair value of the Company's investment in
HoldCo is ultimately determined by the underlying fair values of
the SPV investments. As such, sensitivity analysis is produced to
show the impact of changes in key assumptions adopted to arrive
at the SPV valuation.
For each of the sensitivities, it is assumed
that potential changes occur independently of each other with no
effect on any other base case assumption, and that the number of
investments in the SPVs remains static throughout the modelled
life.
The NAV per share impacts from each sensitivity
are shown below:
(i) Discount
Rates
The DCF valuation of the SPV investments
represents the largest component of the NAV of the Company and the
key sensitivities are considered to be the discount rate used in
the DCF valuation and assumptions.
The weighted average valuation discount rate
applied to calculate the SPV valuation is 7.2% at 31 December 2023.
An increase or decrease in this rate by 0.5% at project level has
the following effect on valuation:
|
NAV per
|
-0.5%
|
Total NAV
|
+0.5%
|
NAV per
|
|
share impact
|
change
|
value
|
change
|
share impact
|
Discount
rate
|
in (EUR cents)
|
(EUR '000)
|
(EUR '000)
|
(EUR '000)
|
in (EUR cents)
|
Valuation as of 31 December 2023
|
5.7
|
394,093
|
372,541
|
352,697
|
(5.2)
|
(ii) Power
Price
Long-term power price forecasts are provided by
leading market consultants and are updated quarterly. The
sensitivity below assumes a 10% increase or decrease in
merchant power prices relative to the base case for every year of
the asset life.
The sensitivity considers a flat 10% movement in
power prices for all years, i.e. the effect of adjusting the
forecast electricity price assumptions in each of the jurisdictions
applicable to the SPV down by 10% and up by 10% from the base case
assumptions for each year throughout the operating life of the
SPV.
Note the Company intends to renew power price
hedges (e.g. in the form of PPAs or other mechanisms) before the
existing contracts (PPAs and Government regulated tariffs) expire.
This rolling hedge strategy is not reflected in the sensitivities
illustrated above. When renewing the existing hedges, the Company's
power price exposure and, therefore, its sensitivity towards power
prices, decreases.
A change in the forecast electricity price
assumptions by plus or minus 10% has the following effect on
valuation:
|
NAV per
|
|
Total NAV
|
|
NAV per
|
|
share impact
|
-10.0%
|
value
|
+10.0%
|
share impact
|
Power
price
|
(EUR cents)
|
(EUR '000)
|
(EUR '000)
|
(EUR '000)
|
(EUR cents)
|
Valuation as of 31 December 2023
|
(11.3)
|
329,931
|
372,541
|
415,083
|
11.2
|
(iii) Energy
Yield
The base case assumes a 'P50' level of output.
The P50 output is the estimated annual amount of electricity
generation (in MW) that has a 50% probability of being exceeded
both in any single year and over the long term and a 50%
probability of being underachieved. Hence the P50 is the expected
level of generation over the long term. The sensitivity illustrates
the effect of assuming 'P90 10 years' (a downside case) and 'P10 10
years' (an upside case) energy production scenarios. A P90 10 years
downside case assumes the average annual level of electricity
generation that has a 90% probability of being exceeded over a
ten-year period. A P10 10 years upside case assumes the average
annual level of electricity generation that has a 10% probability
of being exceeded over a ten-year period. This means that the SPV
aggregate production outcome for any given ten-year period would be
expected to fall somewhere between these P90 and P10 levels with an
80% confidence level, with a 10% probability of it falling below
that range of outcomes and a 10% probability of it exceeding that
range. The sensitivity does not include the portfolio effect which
would reduce the variability because of the geographical
diversification. The sensitivity is applied throughout the next ten
years.
The table below shows the sensitivity of the SPV
value to changes in the energy yield applied to cash flows from
project companies in the SPV as per the terms P90, P50 and P10
explained above.
|
NAV per
|
P90
|
Total
|
P10
|
NAV per
|
|
share impact
|
10 years
|
NAV value
|
10 years
|
share impact
|
Energy
yield
|
(EUR cents)
|
(EUR '000)
|
(EUR '000)
|
(EUR '000)
|
(EUR cents)
|
Valuation as of 31 December 2023
|
(7.9)
|
342,743
|
372,541
|
402,792
|
8.0
|
(iv) Inflation
Rates
The projects' income streams are principally a
mix of Government regulated tariffs, fixed-price PPAs and merchant
revenues. Government regulated tariffs and fixed-price PPAs tend
not to be inflation linked, whilst merchant revenues are generally
subject to inflation. The current contractual life of Government
regulated tariffs and fixed-price PPAs are shorter than their
respective asset lives, meaning, from a valuation perspective, the
assets are more exposed to merchant revenues in the late asset
life. As described earlier, the Company intends to renew power
price hedges (e.g. in the form of PPAs or other mechanisms) before
the existing contracts (PPAs and Government regulated tariffs)
expire. This rolling hedge strategy is not reflected in the
sensitivities illustrated above. The projects' management and
maintenance expenses typically move with inflation; however, debt
payments are fixed. This results in the SPV returns and valuation
being positively correlated to inflation. The SPV's valuation
assumes long-term inflation of 2.0% p.a.
The sensitivity illustrates the effect of a 0.5%
decrease and a 0.5% increase from the assumed annual inflation
rates in the financial model for each year throughout the operating
life of the SPV.
|
NAV per
|
|
Total
|
|
NAV per
|
|
share impact
|
-0.5%
|
NAV value
|
+0.5%
|
share impact
|
|
(EUR cents)
|
(EUR '000)
|
(EUR '000)
|
(EUR '000)
|
(EUR cents)
|
Inflation
rates
|
|
|
|
|
|
Valuation as of 31 December 2023
|
(4.6)
|
355,169
|
372,541
|
391,084
|
4.9
|
(v) Asset
Life
In general, an operating life of 25 to 30 years
for onshore wind energy and 40 years for solar PV is assumed. The
operating lives of hydropower assets are estimated in accordance
with their concession term.
The sensitivity below shows the valuation impact
from a one-year adjustment to the asset life across the
portfolio.
|
NAV per
|
|
Total
|
|
NAV per
|
|
share impact
|
-1 year
|
NAV Value
|
+1 year
|
share impact
|
Asset
life
|
(EUR cents)
|
(EUR '000)
|
(EUR '000)
|
(EUR '000)
|
(EUR cents)
|
Valuation as of 31 December 2023
|
(1.6)
|
366,336
|
372,541
|
378,100
|
1.5
|
(vi) Operating
Expenses
The sensitivity shows the effect of a 10.0%
decrease and a 10.0% increase to the base case for annual operating
costs for the SPV, in each case assuming that the change to the
base case for operating costs occurs with effect from 1 January
2024 and that change is applied for the remaining life of the
assets.
An increase or decrease in operating expenses by
10% at SPV level has the following effect on valuation:
|
NAV per
|
|
Total NAV
|
|
NAV per
|
|
share impact
|
-10.0%
|
value
|
+10.0%
|
share impact
|
Operating
expenses
|
(EUR cents)
|
(EUR '000)
|
(EUR '000)
|
(EUR '000)
|
(EUR cents)
|
Valuation as of 31 December 2023
|
4.6
|
389,973
|
372,541
|
355,121
|
(4.6)
|
5. Income from
Investments
|
For the
|
For the
|
|
year ended
|
year ended
|
|
31 December
|
31
December
|
|
2023
|
2022
|
Income from
investments
|
(EUR '000)
|
(EUR '000)
|
Interest income from shareholder
loans
|
15,257
|
15,929
|
Dividend income
|
1,200
|
1,200
|
Bank interest income
|
55
|
-
|
Total
income
|
16,512
|
17,129
|
6. Investment
Advisory Fees
|
For the year ended 31 December
2023
|
For the year ended
31 December 2022
|
|
Revenue
|
Capital
|
Total
|
Revenue
|
Capital
|
Total
|
|
(EUR '000)
|
(EUR '000)
|
(EUR '000)
|
(EUR '000)
|
(EUR '000)
|
(EUR '000)
|
Investment advisory fees
|
2,896
|
-
|
2,896
|
3,150
|
-
|
3,150
|
Under the Investment Advisory Agreement, the
following fee is payable to the Investment Adviser:
a) 0.75% per annum of
NAV (plus VAT) of the Company up to EUR 300 million;
b) 0.65% per annum of
NAV (plus VAT) of the Company between EUR 300 million and EUR 500
million; and
c) 0.55% per annum of
NAV (plus VAT) of the Company above EUR 500 million.
During the first two years of its appointment,
the Investment Adviser has undertaken to apply its fee (net of any
applicable tax) in subscribing for, or acquiring, Ordinary Shares.
If the Ordinary Shares are trading at a premium to the prevailing
NAV, the Company will issue new Ordinary Shares to the Investment
Adviser. If, however, the Ordinary Shares are trading at a discount
to the prevailing NAV at the relevant time, no new Ordinary Shares
will be issued by the Company and instead the Company will instruct
its broker to acquire Ordinary Shares to the value of the fee due
in respect of the relevant period. The current Investment Adviser
fee arrangement with Aquila Capital Investmentgesellschaft allowed
the Investment Adviser fee to be fully paid in the shares of the
Company until 30 June 2023.
The Investment Adviser is also entitled to be
reimbursed for certain expenses under the Investment Advisory
Agreement. These include out-of-pocket expenses properly incurred
by the Investment Adviser in providing services, including
transactional, organisational, operating and/or travel
expenses.
Share-Based Payments
The Company settled investment advisory fees by
issuing or purchasing Ordinary Shares. The Company has issued and
purchased the following shares to settle investment advisory fees
in respect of the year under review:
In respect of
the year ended 31 December 2023
|
Investment advisory fees
(EUR)
|
Fair value of issue/ purchase price
(cents)
|
Number of shares
|
Date of transaction
|
Issued/ Purchased
|
31 March 2023
|
767,841
|
98.86
|
771,695
|
18 May 2023
|
Purchased
|
30 June 2023
|
728,290
|
87.00
|
831,701
|
7 August 2023
|
Purchased
|
|
Investment advisory
fees (EUR)
|
Fair value of issue/
purchase price (cents)
|
Number of
shares
|
Date of
transaction
|
Issued/
Purchased
|
In respect of the year ended 31 December
2022
|
|
|
|
|
|
31 March 2022
|
566,465
|
102.11
|
554,773
|
1 June
2022
|
Issued
|
31 March 2022
|
183,233
|
103.76
|
176,300
|
1 June
2022
|
Purchased
|
30 June 2022
|
772,650
|
101.00
|
760,053
|
8 August
2022
|
Purchased
|
30 September 2022
|
812,545
|
94.73
|
852,206
|
9 November
2022
|
Purchased
|
31 December 2022
|
810,308
|
90.00
|
900,340
|
3 February
2023
|
Purchased
|
7. Other
Expenses
|
For the year ended 31 December
2023
|
For the year ended 31
December 2022
|
|
Revenue
|
Capital
|
Total
|
Revenue
|
Capital
|
Total
|
|
(EUR '000)
|
(EUR '000)
|
(EUR '000)
|
(EUR '000)
|
(EUR '000)
|
(EUR '000)
|
Secretary and administrator fees
|
218
|
-
|
218
|
254
|
-
|
254
|
Tax compliance
|
10
|
-
|
10
|
132
|
-
|
132
|
Directors' fees
|
181
|
-
|
181
|
169
|
-
|
169
|
Directors' other employment costs
|
35
|
-
|
35
|
12
|
-
|
12
|
Broker retainer
|
68
|
-
|
68
|
87
|
-
|
87
|
Audit fees - statutory1,2
|
385
|
-
|
385
|
352
|
-
|
352
|
AIFM fees
|
122
|
-
|
122
|
147
|
-
|
147
|
Registrar's fees
|
16
|
-
|
16
|
23
|
-
|
23
|
Marketing fees
|
106
|
-
|
106
|
67
|
-
|
67
|
FCA and listing fees
|
215
|
-
|
215
|
61
|
-
|
61
|
Legal fees
|
202
|
-
|
202
|
162
|
-
|
162
|
ESG rating fees
|
38
|
-
|
38
|
33
|
-
|
33
|
AIC and other regulatory fees
|
44
|
-
|
44
|
30
|
-
|
30
|
Other expenses
|
174
|
-
|
174
|
36
|
-
|
36
|
Total
expenses
|
1,814
|
-
|
1,814
|
1,565
|
-
|
1,565
|
1. There are no non-audit
services in relation to the current year.
2. The GBP equivalent of the
statutory audit fees was GBP 333,700 (2022: GBP 295,200) including
VAT of GBP 55,600 (2022: GBP 49,200).
8. Finance
Costs
|
|
For the year ended 31 December
2023
|
For the year ended 31
December 2022
|
|
|
Revenue
|
Capital
|
Total
|
Revenue
|
Capital
|
Total
|
|
|
(EUR '000)
|
(EUR '000)
|
(EUR '000)
|
(EUR '000)
|
(EUR '000)
|
(EUR '000)
|
Interest charges
|
|
-
|
-
|
-
|
72
|
-
|
72
|
Bank charges
|
|
1
|
1
|
2
|
3
|
-
|
3
|
Total
|
|
1
|
1
|
2
|
75
|
-
|
75
|
9.
Taxation
(a)
Analysis of Tax Charge in the Year
|
For the year ended 31 December
2023
|
For the year ended
31 December 2022
|
|
Revenue
|
Capital
|
Total
|
Revenue
|
Capital
|
Total
|
|
(EUR '000)
|
(EUR '000)
|
(EUR '000)
|
(EUR '000)
|
(EUR '000)
|
(EUR '000)
|
Total tax charge for the year (see note
9(b))
|
-
|
-
|
-
|
-
|
-
|
-
|
(b)
Factors Affecting Total Tax Charge for the Year
The effective UK corporation tax rate applicable
to the Company for the year is 23.5% (2022: 19%). The tax charge
differs from the charge resulting from applying the standard rate
of UK corporation tax for an investment trust company.
The differences are explained below:
|
For the year ended 31 December
2023
|
For the year ended 31
December 2022
|
|
Revenue
|
Capital
|
Total
|
Revenue
|
Capital
|
Total
|
|
(EUR '000)
|
(EUR '000)
|
(EUR '000)
|
(EUR '000)
|
(EUR '000)
|
(EUR '000)
|
Profit/(loss) on ordinary activities before
taxation
|
11,801
|
(41,699)
|
(29,898)
|
12,339
|
41,765
|
54,104
|
Corporation tax at 23.52% (2022: 19%)
|
2,776
|
(9,808)
|
(7,032)
|
2,344
|
7,935
|
10,279
|
Effects of:
|
|
|
|
|
|
|
(Loss)/gain on investments held at fair value
not (taxable)/allowable
|
-
|
9,802
|
9,802
|
-
|
(7,937)
|
(7,937)
|
Foreign exchange loss not allowable
|
-
|
6
|
6
|
-
|
2
|
2
|
Dividend income not taxable
|
(282)
|
-
|
(282)
|
(228)
|
-
|
(228)
|
Expenditure not deductible for tax
purposes
|
66
|
-
|
66
|
13
|
-
|
13
|
Movement in management expenses not
utilised/deferred tax not recognised
|
(28)
|
-
|
(28)
|
19
|
-
|
19
|
Impact of tax-deductible interest
distributions
|
(2,532)
|
-
|
(2,532)
|
(2,148)
|
-
|
(2,148)
|
Total tax
charge for the year
|
-
|
-
|
-
|
-
|
-
|
-
|
Investment companies that have been approved by
HM Revenue & Customs under section 1158 of the Corporation Tax
Act 2010 are exempt from tax on capital gains. Due to the Company's
status as an investment trust, and the intention to continue
meeting the conditions required to obtain approval in the
foreseeable future, the Company has not provided for deferred tax
on any capital gains or losses arising on the revaluation of
investments.
The Company has unrelieved excess management
expenses of EUR 1,157,548 (2022: EUR 1,273,191). It is unlikely
that the Company will generate sufficient taxable profits in the
future to utilise these expenses and therefore no deferred tax
asset has been recognised. The unrecognised deferred tax asset
calculated using a tax rate of 25% (2022: 25%) amounts to EUR
289,387 (2022: EUR 318,298). The March 2021 Budget announced an
increase to the main rate of corporation tax to 25% from 1 April
2023.
10. Return per
Ordinary Share
|
For the
|
For the
|
|
year ended
|
year ended
|
|
31 December
|
31
December
|
Income from
investments
|
2023
|
2022
|
Revenue return after taxation (EUR
'000)
|
11,801
|
12,339
|
Capital return after taxation (EUR
'000)
|
(41,699)
|
41,765
|
Total net return (EUR '000)
|
(29,898)
|
54,104
|
Weighted average number of Ordinary
Shares
|
388,998,468
|
407,926,535
|
|
Number of
shares
|
|
For the
|
For the
|
|
year ended
|
year ended
|
|
31 December
|
31
December
|
Weighted
average number of shares used as the denominator
|
2023
|
2022
|
Weighted average number of Ordinary Shares used
as the denominator in calculating basic earnings per
share
|
388,998,468
|
407,926,535
|
11. Trade and
Other Receivables
|
As at
|
As at
|
|
31 December
|
31
December
|
|
2023
|
2022
|
|
(EUR '000)
|
(EUR '000)
|
Interest due from shareholder loans
|
-
|
5,542
|
Pre-paid expenses
|
96
|
88
|
Total
|
96
|
5,630
|
12. Trade and
Other Payables
|
As at
|
As at
|
|
31 December
|
31
December
|
|
2023
|
2022
|
|
(EUR '000)
|
(EUR '000)
|
Accrued expenses
|
1,383
|
1,291
|
Intercompany payable
|
-
|
645
|
Deferred consideration payable
|
107
|
578
|
Total
|
1,490
|
2,514
|
13. Share
Capital
|
As at 31 December 2023
|
As at 31 December
2022
|
|
No. of shares
|
(EUR '000)
|
No. of
shares
|
(EUR '000)
|
Allotted, issued and fully paid:
|
|
|
|
|
Ordinary Shares of 1 cent each ('Ordinary
Shares')
|
378,122,130
|
3,781
|
408,225,705
|
4,082
|
Total
|
378,122,130
|
3,781
|
408,225,705
|
4,082
|
The Ordinary Shares shall carry the right to
receive the profits of the Company available for distribution and
determined to be distributed by way of interim or final dividends
at such times as the Directors may determine in accordance with the
Articles of the Company. The holders of Ordinary Shares have the
right to receive notice of, and to attend and vote at, General
Meetings of the Company.
During the year, the Company did not issue any
new Ordinary Shares (2022: 1,286,293 Ordinary Shares with gross
aggregate proceeds of EUR 1.33 million).
During the year, the Company purchased for
treasury a total of 30,103,575 Ordinary Shares at an aggregate cost
of EUR 27,964,000 (including stamp duty and other fees). There
were no shares purchased for treasury in the prior year.
For the year
ended 31 December 2023
|
Shares in issue at the beginning of the
year
|
Shares subscribed
|
Shares bought back and held in
treasury
|
Shares in issue at the end of the
year
|
Ordinary Shares
|
408,225,705
|
-
|
30,103,575
|
378,122,130
|
For the year ended 31 December 2022
|
Shares in issue at
the beginning of the year
|
Shares
subscribed
|
Shares
redeemed
|
Shares in issue at
the end of the year
|
Ordinary Shares
|
406,939,412
|
1,286,293
|
-
|
408,225,705
|
During the year to 31 December 2022, the Company
issued 1,286,293 new Ordinary Shares with gross proceeds of EUR
1.33 million, relating to the settlement of the Investment Advisers
fees. The Company has not issued any further Ordinary Shares to the
Company's Investment Adviser since the agreement ended on 30 June
2023 (note 6).
14. Special
Reserve
As indicated in the Company's prospectus dated
10 May 2019, following admission of the Company's Ordinary Shares
to trading on the London Stock Exchange, the Directors applied to
the Court and obtained a judgment on 30 July 2019 to cancel the
amount standing to the credit of the share premium account of the
Company. The amount of the share premium account cancelled and
credited to a special reserve was EUR 149,675,608.
15. Net Assets
per Ordinary Share
Net assets per Ordinary Share as at 31 December
2023 are based on EUR 372,541,000 (2022: EUR 451,650,000) of net
assets of the Company attributable to the 378,122,130 (2022:
408,225,705) Ordinary Shares in issue as at 31 December
2023.
16. Dividend
Paid
The Company has paid the following interim
dividends in respect of the year under review:
|
For the year ended 31 December
2023
|
For the year ended
31 December 2022
|
Total dividends paid in the year
|
Cents per
Ordinary Share
|
Total
(EUR '000)
|
Cents per
Ordinary
Share
|
Total
(EUR
'000)
|
31 December 2022 interim - paid 17 March 2023
(2022: 11 March 2022)
|
1.3125c
|
5,334
|
1.25c
|
5,096
|
31 March 2023 interim - paid 26 May 2023 (2022:
17 June 2022)
|
1.3775c
|
5,376
|
1.3125c
|
5,351
|
30 June 2023 interim - paid 18 August 2023
(2022: 2 September 2022)
|
1.3775c
|
5,310
|
1.3125c
|
5,353
|
30 September 2023 interim - Paid 17 November
2023 (2022: 2 December 2022)
|
1.3775c
|
5,227
|
1.3125c
|
5,365
|
Total
|
5.4450c
|
21,247
|
5.1875c
|
21,165
|
The dividend relating to the year ended 31
December 2023, which is the basis on which the requirements of
section 1159 of the Corporation Tax Act 2010 are considered, is
detailed below:
|
For the year ended 31 December
2023
|
For the year ended
31 December 2022
|
Total dividends declared in the year
|
Cents per
Ordinary Share
|
Total
(EUR '000)
|
Cents per
Ordinary
Share
|
Total
(EUR
'000)
|
31 March 2023 interim - paid 26 May 2023 (2022:
17 June 2022)
|
1.3775c
|
5,376
|
1.3125c
|
5,351
|
30 June 2023 interim - paid 18 August 2023
(2022: 2 September 2022)
|
1.3775c
|
5,310
|
1.3125c
|
5,353
|
30 September 2023 interim - paid 17 November
2023 (2022: 2 December 2022)
|
1.3775c
|
5,227
|
1.3125c
|
5,365
|
31 December 2023 interim - paid 18 March 2024
(2022: 17 March 2023)1
|
1.3775c
|
5,211
|
1.3125c
|
5,334
|
Total
|
5.5100c
|
21,124
|
5.2500c
|
21,403
|
1. Not included as a liability
in the year ended 31 December 2023 financial statements.
17. Financial
Risk Management
The Investment Adviser, AIFM, and the
Administrator, report to the Board on a quarterly basis and provide
information to the Board which allows it to monitor and manage
financial risks relating to its operations. The Company's
activities expose it to a variety of financial risks: market risk
(including price risk, interest-rate risk and foreign-currency
risk), credit risk and liquidity risk. These risks are monitored by
the AIFM. Each risk and its management is summarised
below.
Market Risk
The value of the investments will be a function
of the discounted value of their expected future cash flows, and as
such will vary with, inter alia, movements in interest rates,
market prices and the competition for such assets. The Investment
Adviser carries out a full valuation on a quarterly basis, which
takes into account market risks. The sensitivity of the investment
valuation due to market risk is shown in note 4 above.
(i) Currency
Risk
Foreign-currency risk is defined as the risk
that the fair values of future cash flows will fluctuate because of
changes in foreign exchange rates. The Company's financial assets
and liabilities are denominated in euros and substantially all of
its revenues and expenses are in euros. The Company is not
considered to be materially exposed to foreign-currency
risk.
(ii) Interest
Rate Risk
The Company's interest rate risk on
interest-bearing financial assets is limited to interest earned on
shareholder loans. The Board considers that, as shareholder loan
bear interest at a fixed rate, they do not carry any interest-rate
risk.
The Company's interest and non-interest-bearing
assets and liabilities as at 31 December 2023 are summarised
below:
|
Interest
|
Non-interest
|
|
|
bearing
|
bearing
|
Total
|
Assets
|
(EUR '000)
|
(EUR '000)
|
(EUR '000)
|
Cash and cash equivalents
|
-
|
1,532
|
1,532
|
Trade and other receivables
|
-
|
96
|
96
|
Investments at fair value through profit or
loss
|
233,888
|
138,515
|
372,403
|
Total
assets
|
233,888
|
140,143
|
374,031
|
Liabilities
|
|
|
|
Creditors
|
-
|
(1,490)
|
(1,490)
|
Total
liabilities
|
-
|
(1,490)
|
(1,490)
|
The Company's interest and non-interest-bearing
assets and liabilities as at 31 December 2022 are summarised
below:
|
Interest
|
Non-interest
|
|
|
bearing
|
bearing
|
Total
|
Assets
|
(EUR '000)
|
(EUR '000)
|
(EUR '000)
|
Cash and cash equivalents
|
-
|
19,893
|
19,893
|
Trade and other receivables
|
-
|
5,630
|
5,630
|
Investments at fair value through profit or
loss
|
248,451
|
180,190
|
428,641
|
Total
assets
|
248,451
|
205,713
|
454,164
|
Liabilities
|
|
|
|
Creditors
|
-
|
(2,514)
|
(2,514)
|
Total
liabilities
|
-
|
(2,514)
|
(2,514)
|
(iii) Price
Risk
Price risk is defined as the risk that the fair
value of a financial instrument held by the Company will fluctuate.
Investments are measured at fair value through profit or loss. As
of 31 December 2023, the Company held investments with an aggregate
fair value of EUR 372,403,000 (2022: EUR 428,641,000). All other
things being equal, the effect of a 10% increase or decrease in the
share prices of the investments held at the year end would have
been an increase or decrease of EUR 37,240,000
(2022: EUR 42,864,000) in the profit after taxation for
the year ended 31 December 2023 and the Company's net assets at
31 December 2023. The sensitivity of the investment valuation
due to price risk is shown further in note 4 above.
Credit Risk
Credit risk is the risk of loss due to the
failure of a borrower or counterparty to fulfil its contractual
obligations. The Company is exposed to credit-risk in respect of
trade and other receivables, cash at bank and shareholder loan
investments. The Company's credit-risk exposure is minimised by
dealing with financial institutions with investment-grade credit
ratings and making shareholder loan investments which are equity in
nature. The Company's shareholder loan investments in HoldCo are
secured by underlying renewable investments and as such these
shareholder loans are not exposed to credit risk. No balances are
past due or impaired.
|
As at
|
As at
|
|
31 December
|
31
December
|
|
2023
|
2022
|
|
(EUR '000)
|
(EUR '000)
|
Investments at fair value through profit or loss
- shareholder loan investments
|
233,888
|
248,451
|
Trade and other receivables
|
96
|
5,630
|
Cash and cash equivalents
|
1,532
|
19,893
|
Total
|
235,516
|
273,974
|
In the table above, the value for investments at
fair value through profit or loss relates to the face value of debt
investments.
The table below shows the cash balances of the
Company and the credit rating for each counterparty:
|
|
As at
|
As at
|
|
|
31 December
|
31
December
|
|
|
2023
|
2022
|
|
Rating
|
(EUR '000)
|
(EUR '000)
|
Royal Bank of Scotland
|
A-1/A+ (S&P
Rating)
|
1,414
|
2,170
|
EFG International AG-Daily liquid
fund
|
A (Fitch
Rating)
|
115
|
15,183
|
Royal Bank of Scotland International
|
A-1/A (S&P
Rating)
|
3
|
2,540
|
Total
|
|
1,532
|
19,893
|
Liquidity Risk
Liquidity risk is the risk that the Company may
not be able to meet a demand for cash or fund an obligation when
due. The Investment Adviser, AIFM, and the Board, continuously
monitor forecast and actual cash flows from operating, financing
and investing activities to consider payment of dividends,
repayment of the Company's shareholder loans or further
investing activities.
Financial assets and liabilities by maturity as
at 31 December 2023 are shown below:
|
Less than
|
|
|
|
|
1 year
|
1-5 years
|
5+ years
|
Total
|
|
(EUR '000)
|
(EUR '000)
|
(EUR '000)
|
(EUR '000)
|
Trade and other payables
|
(1,490)
|
-
|
-
|
(1,490)
|
Total
|
(1,490)
|
-
|
-
|
(1,490)
|
Financial assets and liabilities by maturity as
at 31 December 2022 are shown below:
|
Less than
|
|
|
|
|
1 year
|
1-5 years
|
5+ years
|
Total
|
|
(EUR'000)
|
(EUR'000)
|
(EUR'000)
|
(EUR'000)
|
Trade and other payables
|
(2,514)
|
-
|
-
|
(2,514)
|
Total
|
(2,514)
|
-
|
-
|
(2,514)
|
As at 31 December 2023, across the Company's
investment portfolio, there is approximately EUR 120.1 million
(2022: EUR 131.2 million) of non-recourse, project
debt (on a proportional basis) at the SPV level. Additionally, the
Company's subsidiary has a Revolving Credit Facility ("RCF") with a
limit of EUR 100.0 million. At year, EUR 80.4 million was drawn
down from the facility (31 December 2022: EUR 34.9
million).
Capital and Risk
Management
The Company's capital management objectives are
to ensure that the Company will be able to continue as a going
concern while maximising the return to equity
shareholders.
In accordance with the Company's investment
policy, the Company's principal use of cash (including the proceeds
of the IPO and placings) is to invest in a diversified portfolio of
Renewable Energy Infrastructure Investments, as well as expenses
related to the share issue when they occur, ongoing operational
expenses and payment of dividends and other distributions to
shareholders in accordance with the Company's dividend
policy.
The Company considers its capital to comprise
Ordinary Share capital, distributable reserves and retained
earnings. The Company is not subject to any externally imposed
capital requirements. The Company's share capital and reserves,
which are shown in the Statement of Financial Position, total
EUR 372,541,000 (2022: EUR 451,650,000).
The Board, with the assistance of the Investment
Adviser, monitors and reviews the Company's capital on an ongoing
basis. Use of distributable reserves is disclosed in note
19.
Share capital represents the 1 cent nominal
value of the issued share capital. The share premium account arose
from the net proceeds of new shares.
The capital reserve reflects any increases and
decreases in the fair value of investments which have been
recognised in the capital column of the Statement of Comprehensive
Income.
18.
Transactions with the Investment Adviser and Related Party
Transactions
AIFM fees for the year ended 31 December 2023
amount to EUR 122,000 (2022: EUR 147,000). As at 31 December 2023,
the fee outstanding to the AIFM was EUR 8,794 (2022: EUR
30,734).
The Company Secretary and Administrator fees for
the year ended 31 December 2023 amount to EUR 218,000
(2022: EUR 254,000) and the total fees paid to Apex Group
amount to EUR 340,000 (2022: EUR 401,000).
Fees payable to the Investment Adviser are shown
in the Statement of Comprehensive Income. As at 31 December 2023,
the fee outstanding to the Investment Adviser was EUR
685,971 (2022: EUR 815,581).
Fees are payable to the Directors, effective
from 1 April 2021, at an annual rate of EUR 75,000 to the Chairman,
EUR 50,000 to the Chair of the Audit and Risk Committee and
EUR 43,000 to the other Directors. Directors' fees paid during the
year were EUR 169,000. With effect from 1 January 2023, fees
were increased by 5% for Mr MacLellan, Dr Rodrigues and Mr
MacRitchie.
|
Year ended
|
Year ended
|
|
31 December
|
31
December
|
|
2023
|
2022
|
|
(EUR)
|
(EUR)
|
Ian Nolan
|
75,000
|
75,000
|
David MacLellan
|
52,500
|
50,000
|
Kenneth MacRitchie
|
45,150
|
43,000
|
Patricia Rodrigues
|
45,150
|
43,000
|
Myrtle Dawes1
|
15,040
|
-
|
1. Myrtle Dawes was appointed
to the Board on 1 September 2023.
During the year, the Company advanced
shareholder loans to HoldCo of EUR 233,888,000 (2022: EUR
248,451,000). During the year, the Company received total dividend
income of EUR 1,200,000 (2022: EUR 1,200,000) and total shareholder
loan interest income of EUR 15,257,000 (2022: EUR 15,929,000) from
the HoldCo.
The accrued interest and shareholder
loans outstanding at the year end were EUR 233,888,000 (2022: EUR
253,993,000).
The Directors had the following shareholdings in
the Company, all of which were beneficially owned.
|
Ordinary Shares
|
Ordinary
Shares
|
|
31 December
|
31
December
|
|
2023
|
2022
|
Ian Nolan
|
150,000
|
100,000
|
David MacLellan
|
125,000
|
75,000
|
Kenneth MacRitchie
|
50,000
|
50,000
|
Patricia Rodrigues
|
50,000
|
50,000
|
Myrtle Dawes
|
-
|
-
|
19.
Distributable Reserves
The Company's distributable reserves consist of
the special reserve and revenue reserve. Capital reserve represents
unrealised investments and as such is not distributable.
The revenue reserve is distributable. The amount
of the revenue reserve that is distributable is not necessarily the
full amount of the reserve as disclosed within these financial
statements of EUR 1,180,000 as at 31 December 2023 (2022: EUR
1,225,000).
20.
Unconsolidated Subsidiaries, Joint Venture and
Associate
The following tables show subsidiaries, the
joint venture and the associate of the Company. As the Company is
regarded as an investment entity, as referred to in note 2, these
subsidiaries have not been consolidated in the preparation of the
financial statements.
|
|
|
|
Profit/(loss)
|
Profit/(loss)
|
|
|
|
|
|
|
for the year
|
for the
year
|
Total assets
|
Total
assets
|
|
|
|
|
ended
|
ended
|
balances as at
|
balances as
at
|
|
Effective
|
|
|
31 December
|
31
December
|
31 December
|
31
December
|
Subsidiary entity
|
ownership
|
|
Country of
|
2023
|
2022
|
2023
|
2022
|
Name and registered address
|
%
|
Investment
|
incorporation
|
(EUR million)
|
(EUR
million)
|
(EUR million)
|
(EUR
million)
|
Tesseract Holdings Limited, Leaf B, 20th Floor,
Tower 42, Old Broad Street, London EC2N 1HQ
|
100.0
|
HoldCo subsidiary
entity, owns underlying SPV investments
|
United
Kingdom
|
(41.7)
|
43.0
|
447.6
|
458.5
|
The following table shows the investments held
via SPVs which are held by Tesseract Holdings Limited, the
Company's wholly owned subsidiary.
Subsidiary entity
Name and registered address
|
Effective ownership
%
|
Investment
|
Country of
incorporation
|
Profit/(loss) for the year ended 31
December 2023 (EUR million)
|
Profit/(loss) for the
year ended 31 December 2022 (EUR million)
|
Total assets balances as at 31 December
2023 (EUR million)
|
Total assets balances
as at 31 December 2022 (EUR million)
|
Holmen II Wind Park ApS Københavnsvej 81 4000
Roskilde Denmark
|
100.0
|
Subsidiary entity,
owns investment in Holmen II
|
Denmark
|
1.5
|
4.3
|
23.6
|
27.2
|
Aalto Wind No 2 Ltd. Oy c/o Intertrust (Finland)
Oy Bulevardi 1, 6th floor FI-00100 Helsinki, Finland
|
100.0
|
Subsidiary entity,
owns investment in Olhava
|
Finland
|
(0.0)
|
(0.0)
|
45.4
|
53.0
|
Prettysource Lda Avenida Fontes Pereira de Melo,
n.º 14 11.º floor, 1050 121 Lisbon
|
100.0
|
Subsidiary entity,
owns investment in Benfica III
|
Portugal
|
0.0
|
0.1
|
4.1
|
4.2
|
Astros Irreverentes Unipessoal Lda Avenida
Fontes Pereira de Melo, n.º 14 11.º floor, 1050 121
Lisbon
|
100.0
|
Subsidiary entity,
owns investment in Benfica III
|
Portugal
|
0.0
|
0.1
|
4.1
|
4.2
|
Contrate o Sol Unipessoal Lda Rua Filipe Folque
no. 10J, 2 Dto, 1050-113 Lisbon
|
100.0
|
Subsidiary entity,
owns investment in Benfica III
|
Portugal
|
0.0
|
0.2
|
2.1
|
2.1
|
Argeo Solar S.L. Paseo de la Castellana 259D,
14S-15, Madrid Spain
|
100.0
|
Subsidiary entity,
owns investment in Albeniz
|
Spain
|
(2.2)
|
(1.7)
|
37.2
|
40.2
|
Vector Aioliki Desfinas S.A. Salaminos Str. 20
15124 Maroussi Attica, Greece
|
89.0
|
Subsidiary entity,
owns equity investment in Desfina
|
Greece
|
2.5
|
2.2
|
53.3
|
56.7
|
Ega Suria S.L. Paseo de la Castellana 259D
Floors 14 and 15 28046 Madrid
|
100.0
|
Subsidiary entity,
owns investment in Tiza
|
Spain
|
(0.6)
|
0.4
|
33.0
|
24.1
|
Azalent Investment SL Paseo de la Castellana
259D Floors 14 and 15 28046 Madrid
|
100.0
|
Subsidiary entity,
owns investment in Greco
|
Spain
|
0.6
|
(0.4)
|
97.4
|
52.4
|
Svindbaek Vindkraft HoldCo ApS Gyngemose Parkvej
50 2860 Søborg Denmark
|
100.0
|
Subsidiary entity,
owns investment in Svindbaek
|
Denmark
|
(1.4)
|
2.1
|
35.9
|
37.5
|
Svindbaek Vindkraft GP ApS Gyngemose Parkvej 50
2860 Søborg Denmark
|
100.0
|
Subsidiary entity
Genera partner to Svindbaek Vindkraft HoldCo ApS
|
Denmark
|
(0.0)
|
0.0
|
0.0
|
0.0
|
The following table shows the joint venture and
the associate of the Company. The Company's investments in
associates are held through HoldCo.
Joint venture and associate entities
Name and registered address
|
Effective ownership
%
|
Investment
|
Country of
incorporation
|
Profit/(loss) for the year ended 31
December 2023 (EUR million)
|
Profit/(loss) for the
year ended 31 December 2022 (EUR million)
|
Total assets balances as at 31 December
2023 (EUR million)
|
Total assets balances
as at 31 December 2022 (EUR million)
|
Palea Solar Farm Ourique S.A. Avenida Fontes
Pereira de Melo no. 14, 11. Andar 1050-121 Lisbon
Portugal
|
50.0
|
Joint venture entity,
owns equity investment in Ourique
|
Portugal
|
(0.0)
|
(0.4)
|
42.8
|
51.3
|
Midtfjellet Vindkraft AS Sandvikvågvegen 45
N-5419 Fitjar, Norway
|
25.9
|
Associate entity,
owns equity investment in Tesla
|
Norway
|
(35.0) NOK
|
132.0 NOK
|
905.9 NOK
|
1,069.7
NOK
|
As disclosed in note 4, the Company finances the
HoldCo through a mix of shareholder loans and equity. During the
year, a new Master Shareholder Loan was agreed between the Company
and its subsidiary with an interest rate of 6.2% (2022: range of
2.0% to 10.375%).
HoldCo finances its SPV investments through a
mix of shareholder loans and equity. The shareholder loans accrue
at an interest rate range of 2.5% to 9.75%.
There are no restrictions on the ability of the
Company's subsidiaries, joint venture and associate's entities to
transfer funds in the form of interest and dividends.
21. Post
Balance Sheet Events
Spanish Solar PV Debt
Financing
On 8 January 2024, the Company, via its wholly
owned subsidiary, announced that it had entered into a EUR 50.0
million, five-year non-recourse debt facility with ING Bank N.V.
Sucursal en España. The debt facility is secured by AER's wholly
owned Spanish solar PV portfolio.
ALTERNATIVE PERFORMANCE MEASURES ("APMS")
In reporting financial information, the Company
presents APMs, which are not defined or specified under the
requirements of IFRS. The Company believes that these APMs,
which are not considered to be a substitute for or superior to IFRS
measures, provide stakeholders with additional helpful information
on the performance of the Company. The Company's APMs are set out
below and are cross-referenced where relevant to the financial
inputs used to derive them as contained in other sections
of the Annual Report. Additional total return calculations
have been added to show how the Company has performed since IPO, in
terms of annualised return and aggregate return.
(Discount)/Premium
The amount, expressed as a percentage, by which
the share price is more than the NAV per Ordinary Share.
|
|
As at
|
As at
|
|
|
31 December
|
31
December
|
|
|
2023
|
2022
|
NAV per Ordinary Share (cents)
|
a
|
98.5
|
110.6
|
Share price (cents)
|
b
|
78.5
|
92.3
|
Discount
|
(b÷a)-1
|
(20.3%)
|
(16.6%)
|
Ongoing Charges
A measure, expressed as a percentage of average
net assets (quarterly net assets averaged over the year), of the
regular, recurring annual costs of running an
investment company.
|
|
Year ended
|
Year ended
|
|
|
31 December
|
31
December
|
|
|
2023
|
2022
|
Average NAV (EUR '000)
|
a
|
399,571
|
438,421
|
Annualised expenses (EUR
'000)1
|
b
|
4,220
|
4,715
|
Ongoing
charges
|
(b÷a)
|
1.1%
|
1.1%
|
1. Expenses consist of
investment advisory fees of EUR 2,896,000 (2022: EUR 3,150,000) and
other recurring expenses of EUR 1,814,000 (2022: EUR 1,025,000) in
accordance with the AIC methodology.
Total Return
A measure of performance that includes both
income and capital returns. This takes into account capital gains
and reinvestment of dividends paid out by the Company into the
Ordinary Shares of the Company on the ex-dividend date.
As at 31
December 2023
|
|
Share price
|
NAV
|
Opening at 1 January 2023 (cents)
|
a
|
92.3
|
110.6
|
Dividend adjustment (cents)
|
b
|
5.4
|
5.4
|
Closing at 31 December 2023 (cents)
|
c
|
78.5
|
98.5
|
Total
return
|
((c+b)÷a)-1
|
(9.0%)
|
(6.0%)
|
As at 31 December 2022
|
|
|
Share
price
|
NAV
|
Opening at 1 January 2022 (cents)
|
a
|
|
102.00
|
102.6
|
Dividend adjustment (cents)
|
b
|
|
5.19
|
5.2
|
Closing at 31 December 2022 (cents)
|
c
|
|
92.25
|
110.6
|
Total
return
|
((c+b)÷a)-1
|
|
(4.5%)
|
12.9%
|
As at 31 December 2023
|
|
|
Share
price
|
NAV
|
Opening at IPO (cents)
|
a
|
|
100.00
|
98.0
|
Dividend adjustment (cents)
|
b
|
|
19.9
|
19.9
|
Closing at 31 December 2023 (cents)
|
c
|
|
78.5
|
98.5
|
Total return
since IPO
|
((c+b)÷a)-1
|
|
(1.6%)
|
20.8%
|
|
|
|
|
|
As at 31 December 2022
|
|
|
Share
price
|
NAV
|
Opening at IPO (cents)
|
a
|
|
100.00
|
98.0
|
Dividend adjustment (cents)
|
b
|
|
14.4
|
14.4
|
Closing at 31 December 2022 (cents)
|
c
|
|
92.3
|
110.6
|
Total return
since IPO
|
((c+b)÷a)-1
|
|
6.7%
|
27.6%
|
|
|
|
|
|
As at 31 December 2023
|
|
|
Share
price
|
NAV
|
Opening at IPO (cents)
|
a
|
|
100.00
|
98.0
|
Closing at 31 December 2023 (cents)
|
c
|
|
78.5
|
98.5
|
Dividend adjustment (cents)
|
b
|
|
19.9
|
19.9
|
Annualised
total return since IPO
|
(((b+c)/a)^(1/years
since IPO))-1¹
|
(0.4%)
|
4.3%
|
|
|
|
|
|
As at 31 December 2022
|
|
|
Share
price
|
NAV
|
Opening at IPO (cents)
|
a
|
|
100.00
|
98.0
|
Closing at 31 December 2022 (cents)
|
c
|
|
92.3
|
110.6
|
Dividend adjustment (cents)
|
b
|
|
14.4
|
14.4
|
Total return
since IPO
|
(((b+c)/a)^(1/years
since IPO))-1¹
|
1.8%
|
7.1%
|
1. Years since IPO: 4.5 in
2023 and 3.5 in 2022.
Dividend Cover
Dividend cover ratio calculation is based on net
result generated at the SPVs, adjusted for the Company-level
expenses during the year.
|
|
|
Year ended
|
Year ended
|
|
|
|
31 December
|
31
December
|
|
|
|
2023
|
2022
|
Net result generated at the SPVs (EUR
'000)
|
a
|
|
22,334
|
29,093
|
Dividend paid (EUR '000)
|
b
|
|
21,247
|
21,165
|
Dividend cover
ratio
|
a÷b
|
|
1.1x
|
1.4x
|
Dividend cover ratio calculation is based on the
revenue account of the Company.
|
|
|
Year ended
|
Year ended
|
|
|
|
31 December
|
31
December
|
|
|
|
2023
|
2022
|
Profit on ordinary activities
(EUR'000)
|
a
|
|
11,801
|
12,339
|
Dividend paid (EUR '000)
|
b
|
|
21,247
|
21,165
|
Dividend cover
ratio
|
a÷b
|
|
0.6x
|
0.6x
|
Dividend cover ratio calculation based on the
consolidated cash flow of the Company and its HoldCo.
|
|
|
Year ended
|
Year ended
|
|
|
|
31 December
|
31
December
|
|
|
|
2023
|
2022
|
Adjusted net cash flow from operating activities
(EUR'000)
|
a
|
|
31,213
|
23,999
|
Dividend paid (EUR '000)
|
b
|
|
21,247
|
21,165
|
Dividend cover
ratio
|
a÷b
|
|
1.5x
|
1.1x1
|
Gross Asset Value
The Company's gross assets comprise the net
asset values of the Company's Ordinary Shares and the debt at the
underlying SPV level, with the breakdown as follows.
|
|
|
31 December 2023
|
31 December
2022
|
Net Asset Value (EUR '000)
|
a
|
|
372,541
|
451,650
|
Debt at the SPV level (EUR '000)
|
b
|
|
120,126
|
131,203
|
RCF drawn (EUR '000)1
|
c
|
|
74,716
|
24,000
|
Gross Asset
Value (EUR '000)
|
a+b+c
|
|
567,383
|
606,853
|
Gearing
The Company's gearing is calculated as total
debt as a percentage of the Gross Asset Value.
|
|
|
31 December 2023
|
31 December
2022
|
Gross Asset Value (EUR '000)
|
a
|
|
567,383
|
606,853
|
Debt at the SPV level (EUR '000)
|
b
|
|
120,126
|
131,203
|
RCF drawn (EUR '000)
|
c
|
|
74,716
|
24,000
|
Gearing
ratio
|
(b+c)÷a
|
|
34.3%
|
25.6%
|
1. The deviation in the cash
dividend cover ratio for 2022 compared to the Annual Report 2022 is
due to the inclusion of RCF interest and fees.
PUBLICATION OF ANNUAL REPORT AND FINANCIAL
STATEMENTS
This announcement does not constitute the
Company's statutory accounts as defined in the Companies Act 2006.
The financial information for the year to 31 December 2023 will be
filed with the Registrar of Companies.
The figures shown above for the year to 31
December 2022 was derived from the 2022 statutory accounts which
was approved on 25 April 2023 and delivered to the Registrar of
Companies. The auditors reported on the 2022 statutory accounts;
their reports were unqualified and did not include a statement
under Section 498(2) or (3) of the Companies Act 2006.
The Annual Report for the year ended 31 December
2023 was approved on 24 April 2024. It will be made available on
the Company's website at
https://www.aquila-european-renewables.com/.
The Annual Report will be submitted to the
National Storage Mechanism and will shortly be available for
inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
This announcement contains regulated information
under the Disclosure Guidance and Transparency Rules of the
FCA.
ANNUAL GENERAL MEETING
In line with the requirements of the Companies
Act 2006, the Company will hold an Annual General Meeting of
Shareholders to consider the resolutions laid out in the Notice of
Meeting. Notice is hereby given that the Annual General Meeting of
Aquila European Renewables Plc will be held at the offices of CMS
Cameron McKenna Nabarro Olswang LLP, Cannon Place, 78 Cannon
Street, London EC4N 6AF on 20 June 2024 at 1 p.m.
Company
Secretary and registered office:
Apex Listed Companies Services (UK)
Limited
Tel : 020 3327 9720
6th Floor, 125 London Wall
London
EC2Y 5A