AQUILA EUROPEAN RENEWABLES PLC
LEI
No: 213800UKH1TZIC9ZRP41
HALF-YEARLY REPORT
FOR THE SIX MONTHS ENDED 30 JUNE
2024
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.
FINANCIAL INFORMATION
as at 30 June 2024
|
30 June
2024
|
31
December 2023
|
Ordinary Share price
(cents)
|
64.9
|
78.5
|
NAV per Ordinary Share
(cents)1
|
88.7
|
98.5
|
Ordinary Share price discount to
NAV1
|
(26.9%)
|
(20.3%)
|
Net assets (EUR million)
|
335.5
|
372.5
|
Dividend Yield4
|
8.9%
|
7.4%
|
|
|
|
|
30 June
2024
|
30 June
2023
|
Dividends per Ordinary Share
(cents)3
|
2.9
|
2.8
|
Ongoing
charges1,6
|
1.1%
|
1.0%
|
Total NAV Return per Ordinary
Share1,2
|
(7.1%)
|
(3.5%)
|
Dividend
cover1,5
|
0.9x
|
1.2x
|
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. 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 30 June
2024.
5. Calculation
based on the operational result at special purpose vehicle ("SPV")
level. Refer to below for further details.
6. Calculation
based on average NAV over the period and regular recurring annual
operating costs of the Company, further details can be found
below.
HIGHLIGHTS
· Dividend cover of 0.9x in 1H24 (1.4x before debt
amortisation)
· 2024
target dividend guidance of EUR 5.79 cents (+5% increase vs. 2023)
unchanged2
· Attractive dividend yield of 8.9%3
· In
January 2024, the Company's inaugural ESG Report was released on
the Company's website, highlighting key metrics, environmental and
social initiatives
· In
January 2024, AER signed a EUR 50 million five-year debt facility
with ING Bank N.V. Sucursal en España, secured by its 180 MWp
Spanish solar PV operating portfolio
· In
June 2024, the Investment Adviser, Aquila Capital, signed a
strategic partnership with Commerzbank AG aimed at significantly
accelerating its growth into one of the leading asset managers for
sustainable investment strategies in Europe
SUBSEQUENT EVENTS
· The
Sami appraisal case concerning the Norwegian wind farm The Rock was
heard before the local District Court between 27 May and 13 June
2024. A decision on the verdict is expected shortly
· In
September 2024, the Investment Adviser announced the sale of AER's
25.9% stake in the Norwegian wind farm Tesla at an attractive
premium to its net asset value
· A vote
on the continuation and potential Managed Wind-Down of the Company
at the General Meeting ("GM") will be held on 30 September
2024
1. Dividend cover
presented is net of project debt repayments and assumes the 2024
target dividend is paid between 2024 and 2029. No reinvestment 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 30 June
2024.
OVERVIEW
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.
MARKET OPPORTUNITY
- Participation in
Europe's green energy transition
- Highly experienced
Investment Adviser:
- Managing a 25.7 GW clean energy
portfolio1
- EUR 24.8 billion development and
construction pipeline
- 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
- Cash flow supported by
contracted revenues (PPAs, Government regulated tariffs) to ensure
earnings visibility and a diversified operating
portfolio
- Modest gearing level
(36.3%) provides
flexibility3
RETURNS
- Portfolio levered
discount rate of 7.5%
excluding fund level leverage4
- Share price trading at a
26.9% discount to
NAV5
- Attractive dividend
yield of 8.9%6
- NAV total return since
IPO of 13.7%7
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 includes drawn RCF debt of EUR 26.1 million.
5. Based on the
share price as at 30 June 2024 (64.9 cents) and the NAV per
Ordinary Share as at 30 June 2024 (88.7 cents).
6. 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 30 June
2024.
7. Based on an
opening NAV after launch expenses of EUR 0.98 per Ordinary Share.
Calculation includes dividends paid during the period.
AT
A GLANCE
PORTFOLIO BREAKDOWN1
By Technology
Wind energy - 213.7 MW
Solar - PV 230.7 MWp
Hydropower - 19.4 MW
As a result of the diversification
of energy generation technologies, the seasonal production patterns
of these asset types complement each other, providing a balanced
cash flow profile, while the geographic diversification serves to
reduce exposure to any one single energy market.
WIND ENERGY | 213.7 MW
TESLA 150.0 MW
Ownership: 25.9%
|
HOLMEN II 18.0 MW
Ownership:
100.0%
|
OLHAVA 34.6 MW
Ownership:
100.0%
|
|
|
|
SVINDBAEK 32.0 MW
Ownership: 99.9%
|
THE
ROCK 400.0 MW
Ownership: 13.7%
|
DESFINA 40.0 MW
Ownership:
89.0%1
|
SOLAR PV | 230.7 MWP
BENFICA III 19.7 MWp
Ownership:
100.0%
|
ALBENIZ 50.0 MWp
Ownership:
100.0%
|
OURIQUE 62.1 MWp
Ownership: 50.0%
|
|
|
|
GRECO 100.0 MWp
Ownership:
100.0%
|
TIZA 30.0 MWp
Ownership:
100.0%
|
|
HYDROPOWER | 19.4 MW
SAGRES
107.6 MW
Ownership: 18.0%
Overall CO2eq emissions
avoided2
1.4
million tonnes
Green energy
produced2
4.9
TWh
Households supplied2
1.3 million
CHAIRMAN'S STATEMENT
INTRODUCTION
The first half
of 2024 has witnessed a convergence of challenging macro-economic
conditions, including persistently high inflation and interest
rates, an increasingly fraught geopolitical environment, combined
with lower electricity prices and volatile wind, solar and hydro
conditions. The deteriorating macro-economic conditions widened the
Company's share price discount to Net Asset Value ("NAV") to -26.9%
as at 30 June 2024, a problem shared by our peer group of renewable
energy investment trusts. Nevertheless, despite this difficult
backdrop, the Company's diversified operating portfolio continued
to deliver strong cash flows to enable a progressive
dividend.
KEY
DEVELOPMENTS
In January 2024,
the Company, via its wholly owned subsidiaries, 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 pay down the RCF. As
at 30 June 2024, the Company maintains a modest gearing level of
36.3% of Gross Asset Value ("GAV"). Moreover, in May 2024, in
recognition of the fact that the Company is not pursuing new
investment opportunities in the current market environment and to
save on commitment fee expenses, your Board elected to reduce the
RCF available capacity limit from EUR 100.0 million to EUR 50.0
million.
In September 2024, the Company
entered into a sale and purchase agreement with Sunnhordland
Kraftlag AS ("SKL") to sell its 25.9% interest in Tesla for a
consideration of approximately EUR 27.1 million.1 Tesla
is a 150 MW operating onshore wind farm located in Southern Norway,
which was acquired by the Company in 2019. The buyer, SKL is a
Norwegian energy company with a long history of producing,
developing and operating hydropower plants. SKL's hydropower
portfolio generates approximately 2,700 GWh in production per
annum. The sale price represents a 10.8% premium to the Company's
fair value of Tesla as at 30 June 2024. The majority of the sale
proceeds will be used to repay the Company's RCF, which is
currently drawn to EUR 26.1 million (excluding bank guarantees of
EUR 2.8 million, which will remain in place). Based on AER's net
asset value as at 30 June 2024 and gearing levels, AER's total
leverage is expected to decrease from 36.3% to 31.7% on a pro forma
basis as a result of the sale and subsequent repayment of the RCF.
The sale transaction is subject to the grant of certain regulatory
and governmental approvals, with completion of the sale expected to
occur by October 2024. The sale is a further sign of the Board's
ongoing commitment to secure greater recognition of the value
inherent in the portfolio.
1H24 PERFORMANCE
The
Company's NAV per Ordinary Share was 88.7 cents as at 30 June 2024,
resulting in a NAV total return per Ordinary Share of -7.1%,
including dividends during the period. Movement in the NAV was
primarily driven by a decrease in short-term power price forecasts
across the majority of the portfolio in the first quarter of the
year, reflecting lower commodity prices (notably gas and coal)
relative to last year, and a sharp decrease in the price of
Guarantees of Origin ("GoOs") in the second quarter of the year as
a result of lower demand due to lower than expected industrial
activity. AER's annualised total NAV return per Ordinary Share
(including dividends paid) from IPO to 30 June 2024 has been
2.6%2.
1. The actual
purchase price received will be subject to certain adjustments
depending on the date of closing.
2. Based on an
opening NAV per share of EUR 0.98.
In May 2024, your Board announced a
5.0% increase to the dividend and is targeting 5.79 cents per
Ordinary Share for 2024, on the basis that the operating
performance and cash flow of the Company will remain in line with
expectations. To date in 2024, the Company has paid or declared
dividends of 2.9 cents per Ordinary Share, in line with the target.
Since the IPO in June 2019, the Company has returned EUR 105.6
million to shareholders in the form of dividends and share
buybacks, equivalent to 25.3% of total raised
capital.1
Over the reporting period, total
revenue was 17.1% below budget as a consequence of declining
short-term electricity spot market prices across most of the
portfolio's markets, reflecting the fall in commodity prices
relative to last year, lower demand from milder-than-expected
temperatures in Europe, lower GoO price forecasts and elevated
filling levels of gas storage reservoirs. The portfolio's
production was 7.9% below budget over the six-month period,
primarily due to lower irradiation for the solar portfolio,
curtailment of the Iberian solar PV assets in times of negative
power prices and lower than forecast average wind resource in the
Nordics. This in turn was partially offset by continued strong
performance from the hydropower portfolio due to
higher-than-forecast water availability, continuing a strong
positive trend for the hydropower portfolio since June
2023.
ESG
The Company contributes
to the UN Sustainable Development Goals to ensure access to
affordable, reliable, sustainable and modern energy for all. Your
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,
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.2
CONTINUATION VOTE
As
mentioned in my last statement to you, the Board and the Investment
Adviser commenced a series of initiatives designed to secure
greater appreciation of the value inherent in the portfolio. In May
2024, the Company announced that, following shareholder feedback
and in light of sector trading conditions at that time, it had
decided to terminate the review of a possible combination with
another listed investment company by way of a Section 110 Scheme of
Reconstruction under the Insolvency Act 1986. Furthermore, in June
the Company announced that it had received enquiries from a number
of parties relating to a possible sale of all of the assets,
geographic portfolios of assets or individual assets of the
Company. While some of these discussions remain ongoing, none have
been progressed sufficiently to put them to shareholders and
therefore, in accordance with the commitment made following the
continuation vote held in 2023, the Board is again providing
shareholders with a further opportunity to have their say as to the
future of the company.
At the General Meeting ("GM") to be
held on 30 September 2024, based on shareholder feedback we expect
that the resolution being proposed to discontinue the fund in its
current form will be approved, together with a further resolution
to adopt a revised investment policy providing for the orderly
realisation of the Company's assets. Aquila Capital, which holds
approximately 2.6% of the issued share capital of the Company
intends to abstain from voting, reflecting their views on good
corporate governance. In the event that these resolutions are
approved, it is the Board's intention to update shareholders as to
its proposed orderly realisation strategy.
OUTLOOK
We expect the
challenging macro-economic backdrop for the sector to improve in
the second half of 2024 as the Company is set to benefit from a
number of positive tailwinds, namely the increasing likelihood of
central banks beginning to cut interest rates and the market
consensus that inflation in the European Union should gradually
recede towards the European Central Bank's inflation target of
2.0%. 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. Nevertheless, we expect inflation
to remain above the levels witnessed in the past decade due to a
series of cyclical and secular trends such as high labour demand
supporting wage growth, ageing demographics in the labour market,
limited housing availability supporting real estate prices,
de-globalisation, energy shortages, disrupted supply chains, and
higher defence spending as a result of the continuing conflict in
Ukraine. The prospect of an escalation of the conflict in the
Middle East triggering supply disruptions and increased competition
with Asia for liquefied natural gas has already seen European
natural gas prices climb recently. In the short term, we expect
these factors to raise the price floor for commodities and,
consequently, electricity prices.
Overall, the Board remains
optimistic on the long-term outlook for the listed renewable energy
sector, driven by the urgent need to decarbonise the world's energy
supply, a broadly favourable European regulatory environment
incentivising energy security and the expectation of increasing
power demand from a recovery in European industrial activity, the
electrification of industry, heat and transport and the rising
energy needs of data centres and generative artificial intelligence
("AI").
IAN
NOLAN
Chairman
26 September
2024
1. Raised capital
including shares issued to the Investment Adviser as payment of the
management fee.
2. Available
at:
https://www.aquila-european-renewables.com/fileadmin/user_upload/PDF_Files_Microsite/31.12.23_AER_ESG_Report.pdf
INVESTMENT ADVISER'S REPORT
INVESTMENT ADVISER BACKGROUND1
Aquila Capital
Investmentgesellschaft mbH ('Aquila Capital') is one of the leading
investment and industrial development companies, 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, Aquila
Capital transacted 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, in construction or
under development. Aquila Capital also invests in energy
efficiency, carbon forestry and green data centres.
Aquila Capital's expert investment
teams comprise about 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. Aquila Capital currently has a
significant pipeline of over 17.5 GW 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 Capital
Investmentgesellschaft mbH and its partners within the Aquila
Group. Data as at 31 December 2023.
2. Data as at 30
June 2024 for the first six months of 2024, 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 Rock, Norway
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 was completed following the receipt of the required
regulatory approvals on 3 June 2024.
CURRENT RENEWABLES PORTFOLIO OF AQUILA
CAPITAL1:
Portfolio Capacity2
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. Map is shown
for illustrative purposes only. Exact locations of offices and
assets might deviate. Points indicate one or more assets and are
not indicative of size.
2. Data as at 31
December 2023, including historical divestments.
INVESTMENT PORTFOLIO
Project
|
Country
|
Capacity1
|
Status
|
COD2
|
AssetLife
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
|
24.3%
|
Jul-19
|
Holmen II
|
Denmark
|
18.0 MW
|
Operational
|
2018
|
25y
|
Vestas
|
FiP
|
Energie.dk
|
100.0%
|
34.2%
|
Jul-19
|
Olhava
|
Finland
|
34.6 MW
|
Operational
|
2013-2015
|
30y
|
Vestas
|
FiT
|
Finnish Energy
|
100.0%
|
32.1%
|
Sep-19
|
Svindbaek
|
Denmark
|
32.0 MW
|
Operational
|
2018
|
29y
|
Siemens
|
FiP
|
Energie.dk
|
99.9%
|
18.1%
|
Dec-19
& Mar-20
|
The
Rock
|
Norway
|
400.0 MW
|
Operational
|
2022
|
30y
|
Nordex
|
PPA
|
Alcoa
|
13.7%6
|
55.4%
|
Jun-20
|
Desfina
|
Greece
|
40.0 MW
|
Operational
|
2020
|
25y
|
Enercon
|
FiP
|
DAPEEP
|
89.0%6,7
|
54.1%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%
|
22.1%
|
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%
|
28.4%
|
Mar-22
|
Tiza
|
Spain
|
30.0 MW
|
Operational
|
2022
|
40y
|
Canadian Solar
|
PPA
|
Axpo
|
100.0%
|
30.3%
|
Jun-22
|
|
|
|
|
|
|
|
|
|
|
|
|
Hydropower
|
|
|
|
|
|
|
|
|
|
|
|
Sagres
|
Portugal
|
107.6 MW
|
Operational
|
1951-2006
|
n/a5
|
Various
|
FiT
|
EDP/Renta
|
18.0%6
|
21.7%
|
Jul-19
|
|
|
---------------
|
|
|
|
|
|
|
|
|
|
Total (AER Share)
|
|
463.8 MW
|
|
|
|
|
|
|
|
|
|
|
|
=========
|
|
|
|
|
|
|
|
|
|
1. Installed
capacity at 100.0% 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 percent of debt plus fair value as at 30 June
2023.
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 90.5%.
8. Calculation
based on voting interest.
PORTFOLIO UPDATES AS AT 30 JUNE 2024
THE
ROCK
Country:
|
Norway
|
Technology:
|
Onshore
Wind
|
Date
Acquired:
|
June
2020
|
Status:
|
Operational
|
Capacity:
|
400.0
MW
|
Interest:
|
13.7%
|
|
=========
|
The Sami appraisal case was heard
before the Helgeland District Court between 27 May and 13 June
2024. A decision on the verdict is expected shortly.
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 affect its
financial position. A ruling on this arbitration case is expected
in the fourth quarter of 2024.
The Rock, Norway
TESLA
Country:
|
Norway
|
Technology:
|
Onshore
Wind
|
Date
Acquired:
|
July
2019
|
Status:
|
Operational
|
Capacity:
|
150.0
MW
|
Interest:
|
25.9%
|
|
=========
|
In September 2024, the Company
entered into a conditional sale and purchase agreement with
Sunnhordland Kraftlag AS ("SKL") to sell its 25.9% interest in
Tesla for a consideration of approximately EUR 27.1
million.1
Tesla is a 150 MW operating onshore
wind farm located in Southern Norway, which was acquired by the
Company in 2019. The buyer, SKL is a Norwegian energy company with
a long history of producing, developing and operating hydropower
plants. SKL's hydropower portfolio generates approximately 2,700
GWh in production per annum.
The sale price represents a 10.8%
premium to the Company's fair value of Tesla as at 30 June 2024.
The majority of the sale proceeds will be used to fully repay the
Company's RCF, which is currently drawn to EUR 26.1 million
(excluding bank guarantees of EUR 2.8 million, which will remain in
place). Based on AER's net asset value as at 30 June 2024 and
gearing levels, AER's total leverage is expected to decrease from
36.3% to 31.7% on a pro forma basis as a result of the sale and
subsequent repayment of the RCF. The sale transaction is subject to
the grant of certain regulatory and governmental approvals, with
completion of the sale expected to occur by October
2024.
1. Actual
purchase price paid will be subject to certain adjustments
depending on the date of closing.
CONTRACTED REVENUE POSITION1
Contracted revenue net present value3 - EUR
230.9m
Contracted revenue (aggregate over asset life)4 EUR
325.5m
Contracted revenue over the next five years2
53.2%
Weighted average contracted revenue life- 10.3
years
1. Data excluding
Tesla, which entered into a conditional sale and purchase agreement
in September 2024.
2. Asset revenues
are discounted by the weighted average portfolio discount rate as
of 30 June 2024 and are taken from 1 July 2024 onwards.
3. Contracted
revenue as at 30 June 2024, discounted by the weighted average
portfolio discount rate.
4. Aggregate
contracted revenue over entire asset life (not
discounted).
FINANCIAL PERFORMANCE
PERFORMANCE1
Electricity Production
(GWh)
Technology
|
Region
|
1H24
|
1H23
|
Variance (%)
|
Variance
1H24 against
P50 budget
|
Wind energy
|
Denmark, Finland, Norway,
Greece
|
279.8
|
260.5
|
7.4%
|
(9.1%)
|
Solar PV
|
Portugal, Spain
|
190.9
|
195.1
|
(2.1%)
|
(14.0%)
|
Hydropower
|
Portugal
|
54.7
|
33.2
|
64.8%
|
33.8%
|
|
|
---------------
|
---------------
|
---------------
|
---------------
|
Total
|
|
525.5
|
488.8
|
7.5%
|
(7.9%)
|
|
|
=========
|
=========
|
=========
|
=========
|
Load
Factors
Technology
|
|
1H24
|
1H23
|
|
|
Wind energy
|
|
30.7%
|
27.0%
|
|
|
Solar PV
|
|
18.8%
|
21.4%
|
|
|
Hydropower
|
|
64.9%
|
39.5%
|
|
|
|
|
---------------
|
---------------
|
|
|
Total
|
|
31.3%
|
27.0%
|
|
|
|
|
=========
|
=========
|
|
|
Technical Availability2
Technology
|
|
1H24
|
1H23
|
|
|
Wind energy
|
|
93.6%
|
94.0%
|
|
|
Solar PV
|
|
99.3%
|
99.7%
|
|
|
Hydropower
|
|
98.9%
|
98.8%
|
|
|
|
|
---------------
|
---------------
|
|
|
Total
|
|
96.8%
|
96.7%
|
|
|
|
|
=========
|
=========
|
|
|
Revenues3 (EUR million)
Technology
|
|
1H24
|
1H23
|
Variance (%)
|
|
Wind energy
|
|
16.3
|
16.9
|
(3.6%)
|
|
Solar PV
|
|
9.2
|
11.1
|
(17.7%)
|
|
Hydropower
|
|
4.7
|
3.5
|
36.7%
|
|
|
|
---------------
|
---------------
|
---------------
|
|
Total
|
|
30.2
|
31.5
|
(4.1%)
|
|
|
|
=========
|
=========
|
=========
|
|
1. Desfina data
based on economic share (1H24: 90.5%, 1H23: 92.6%). 1H23 Includes
Guillena from April 2023.
2. Average
technical availability based on weighted installed capacity (AER
share).
3. Includes
merchant revenue, contracted revenue and other revenue (e.g.
Guarantees of Origin, Electricity Certificates).
1H24 Monthly Production Performance vs. Budget (AER
Share)
As shown in the graph
above, the addition of solar PV assets to the portfolio has
significantly improved the stability of production across the
portfolio month to month and subsequently reducing 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 and solar PV.
The portfolio's production was 7.9%
below budget over the reporting period, primarily due to lower
irradiation for the solar portfolio, curtailment of the Iberian
solar PV assets in times of negative power prices and
lower-than-forecast average wind resource in the Nordics. This in
turn was partially offset by continued strong performance from the
hydropower portfolio due to higher-than-forecast water
availability, continuing a strong positive trend for the hydropower
portfolio since June 2023. Total weighted average technical
availability over the reporting period remained broadly unchanged
at 96.8% (2023: 97.0%).
Technical availability and
production at the Norwegian wind farm The Rock have stabilised,
exceeding budget by approximately 20.0% in June 2024 due to strong
wind resource. Production in August is expected to be approximately
40.0% higher than budgeted due to continued strong wind
resource.
As of June 2024, Olhava's historic
Debt Service Coverage Ratio ("DSCR") ratio was 0.96x, which is
below the default threshold of 1.05x under the bank financing with
Skandinaviska Enskilda Banken ("SEB"). The breach is due to
continued low production and power prices, combined with higher
debt repayments (which are expected to reduce significantly from
2025 onwards, in accordance with the existing debt amortisation
schedule). The Investment Adviser is currently in discussions with
the lender to agree an appropriate remedy, which may involve the
use of the existing Debt Service Reserve Account and/or an equity
cure. The Company does not expect any material consequences as a
result of the breach.
Dividend cover (unaudited)1
EUR million2
|
1H24
|
1H23
|
Variance
(%)
|
Asset income
|
30.2
|
31.5
|
(4.1%)
|
Asset operating costs
|
(8.2)
|
(7.9)
|
4.9%
|
Interest and tax
|
(3.6)
|
(2.5)
|
44.2%
|
|
---------------
|
---------------
|
---------------
|
Asset underlying earnings
|
18.3
|
21.1
|
(13.3%)
|
Asset debt amortisation
|
(5.3)
|
(4.9)
|
9.2%
|
Company and HoldCo3
expenses4
|
(2.0)
|
(2.2)
|
(8.6%)
|
RCF interest and
fees5
|
(1.2)
|
(1.2)
|
0.6%
|
|
---------------
|
---------------
|
---------------
|
Total underlying earnings
|
9.7
|
12.8
|
(23.9%)
|
|
=========
|
=========
|
=========
|
Dividends paid
|
10.7
|
10.7
|
(0.2%)
|
Dividend cover after debt amortisation (x)
|
0.9x
|
1.2x
|
nmf.6
|
Dividend cover before debt amortisation (x)
|
1.4x
|
1.7x
|
nmf.6
|
|
=========
|
=========
|
=========
|
This 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"). 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.
The Company reported dividend cover
of 0.9x during the first half of 2024. However, the calculation
does not take into account any liquidated damages that some SPVs
are entitled to from the availability guarantees. For the assets
Olhava and The Rock, the expected amount is around EUR 0.7 million
(AER share), which would increase the dividend cover ratio to 1.0x.
Liquidated damages will be included in the calculation at the time
of crediting (probably in the second half of the year).
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. Numbers and percentages may vary
due to rounding differences.
2. Non-euro
currencies converted to EUR as at 30 June 2024. Desfina
contribution reflects AER's economic interest (90.5%) 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. Excluding
amortised one-off cost of the Revolving Credit Facility
("RCF").
6. Not
meaningful.
Tesla, Norway
Cash Dividend Cover (unaudited)
EUR million1
|
1H24
|
1H23
|
Variance
(%)
|
Company
|
|
|
|
Net cash flow from operating
activities
|
5.8
|
11.2
|
(48.6%)
|
|
---------------
|
---------------
|
---------------
|
HoldCo
|
|
|
|
Net cash flow from operating
activities
|
4.2
|
(0.4)
|
nmf.7
|
|
---------------
|
---------------
|
---------------
|
Adjustments
|
|
|
|
Shareholder loan and equity
repayments from operating activities2
|
3.7
|
2.4
|
54.0%
|
Distribution funded by Spanish bank
financing3
|
(3.9)
|
-
|
n/a
|
RCF interest and
fees4
|
(1.5)
|
(1.6)
|
(4.9%)
|
Asset cash flow used for investment
activities5
|
-
|
0.3
|
n/a
|
Other6
|
0.2
|
(0.3)
|
nmf.7
|
|
---------------
|
---------------
|
---------------
|
Adjusted net cash flow
|
8.5
|
11.7
|
(27.2%)
|
Dividends paid
|
(10.7)
|
(10.7)
|
(0.2%)
|
(x)
|
0.8x
|
1.1x
|
nmf.7
|
|
=========
|
=========
|
=========
|
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.
1. Non-euro
currencies converted to EUR as at 30 June 2024. Desfina
contribution reflects AER's economic interest (90.5%) rather than
voting interest (89.0%), whereas asset debt amortisation reflects
the voting interest of all assets throughout the report.
2. Distributions
from operating activities in the form of shareholder loan and
equity repayments.
3. Interest
payments classified as cash flow from operating
activities.
4. Including
amortised one-off cost of the RCF (for 1H23, this is a correction
of the original calculation, which wasn't adjusted for RCF one-off
cost.)
5. In 1H23 part of
Jaén and Guillena PAC payment made by the operating
company.
6. Adjustment for
non-recurring expenses for Euronext listing (1H23: capitalisation
of Shareholder loan interest).
7. Not
meaningful.
Gearing1
EUR million
|
As
at
30 June 2024
|
As
at
31 December 2023
|
Variance (%)
|
NAV
|
335.5
|
372.5
|
(9.9%)
|
Debt2
|
190.9
|
194.8
|
(2.0%)
|
GAV
|
526.4
|
567.4
|
(7.2%)
|
Debt (% of
GAV)3
|
36.3
|
34.3
|
192bps
|
Project debt weighted average
maturity (years)
|
10.8
|
13.9
|
(3.1)
|
Project debt weighted average
interest rate (%)4
|
3.1
|
2.6
|
54bps
|
RCF interest rate
(%)5
|
5.5
|
5.7
|
(22bps)
|
|
=========
|
=========
|
=========
|
Debt Summary as at 30 June 20241
Project
|
AER Share
|
Drawn Debt
(EUR million)
|
Currency
|
Bullet/
amortising
|
Maturity
|
Hedged
Proportion
|
Type
|
Tesla
|
25.9%
|
7.8
|
EUR
|
Partly
amortising
|
Mar-29
|
100.0%
|
Bank
Debt
|
Sagres
|
18.0%
|
5.1
|
EUR
|
Fully
amortising
|
Jun-33
|
70.0%
|
Bank
Debt
|
Olhava
|
100.0%
|
12.0
|
EUR
|
Fully
amortising
|
Dec-30/Sep-31
|
100.0%
|
Bank
Debt
|
Holmen II
|
100.0%
|
11.8
|
DKK
|
Fully
amortising
|
Dec-37
|
92.6%
|
Bank
Debt
|
Svindbaek
|
99.9%
|
7.0
|
DKK
|
Fully
amortising
|
Dec-37
|
100.0%
|
Bank
Debt
|
The Rock: USPP Bond
|
13.7%
|
30.9
|
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%
|
29.6
|
EUR
|
Fully
amortising
|
Dec-39
|
100.0%
|
Bank
Debt
|
Albeniz
|
100.0%
|
10.9
|
EUR
|
Partly
amortising
|
Dec-28
|
90.0%
|
Bank
Debt
|
Jaén
|
100.0%
|
12.1
|
EUR
|
Partly
amortising
|
Dec-28
|
90.0%
|
Bank
Debt
|
Guillena
|
100.0%
|
16.8
|
EUR
|
Partly
amortising
|
Dec-28
|
90.0%
|
Bank
Debt
|
Tiza
|
100.0%
|
9.7
|
EUR
|
Partly
amortising
|
Dec-28
|
90.0%
|
Bank
Debt
|
Subtotal
|
|
164.8
|
|
|
|
95.5%
|
|
RCF
|
100.0%
|
26.1
|
EUR
|
Bullet
|
Apr-25
|
0.0%
|
Bank
Debt
|
Total
|
|
190.9
|
|
|
|
82.5%
|
|
1. Foreign
currency values converted to EUR as at 30 June 2024. Data
represents AER's share of debt. AER share of Desfina debt based on
voting interest.////
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 2.8%
(31 December 2023: 2.7%).
5. Consists of 1M
EURIBOR plus a margin of 1.85%.
VALUATION
Fair Value (unaudited, EUR million)
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.
Note the valuation decline for the
Company's Spanish assets is more pronounced than the rest of the
portfolio as a result of the EUR 50 million debt financing
completed in 2024, with proceeds raised being distributed to
THL.
EUR million
|
As
at
30 June
2024
|
As
at
31 December
2023
|
Variance (%)
|
Tesla
|
24.5
|
25.8
|
(5.3%)
|
Sagres
|
18.5
|
20.1
|
(7.9%)
|
Holmen II
|
22.7
|
26.5
|
(14.6%)
|
Olhava
|
25.4
|
30.8
|
(17.5%)
|
Svindbaek
|
31.9
|
37.7
|
(15.5%)
|
The Rock
|
33.7
|
37.7
|
(10.6%)
|
Benfica III
|
13.7
|
16.1
|
(15.0%)
|
Albeniz
|
38.3
|
50.5
|
(24.1%)
|
Desfina
|
25.1
|
26.1
|
(3.7%)
|
Ourique
|
26.6
|
30.5
|
(12.8%)
|
Greco
|
73.0
|
103.4
|
(29.4%)
|
Tiza
|
22.3
|
32.5
|
(31.7%)
|
|
---------------
|
---------------
|
---------------
|
Fair
value of investments (HoldCo)1
|
355.7
|
438.0
|
(18.8%)
|
|
=========
|
=========
|
=========
|
Cash and other current assets of
HoldCo
|
6.0
|
9.6
|
(37.6%)
|
Revolving credit facility drawn by
HoldCo
|
(26.1)
|
(74.7)
|
(65.1%)
|
Elimination of intercompany
shareholder loans
|
(0.3)
|
(0.5)
|
(37.9%)
|
|
---------------
|
---------------
|
---------------
|
Investments at fair value through profit or
loss
|
335.3
|
372.4
|
(10.0%)
|
|
=========
|
=========
|
=========
|
Desfina, Greece
1. 1H24 reflects
the repayment of shareholder loans funded by the new EUR 50.0
million debt facility of the Spanish solar PV portfolio.
NAV
Bridge (EUR million)1
Portfolio Valuation Bridge (EUR
million)1
1. Totals may not
add up due to rounding differences.
2. Excludes the
impact of capital contributions.
3. Non-recurring
expenses and FX losses.
4. Reflects the
payment of a purchase price retention of Ourique.
The Company's NAV as at 30 June 2024
was EUR 335.5 million or 88.7 cents per Ordinary Share (31 December
2023: EUR 372.5 million or 98.5 cents per Ordinary Share). This
represents a NAV total return of -7.1% per Ordinary Share (1H23:
-3.5%) including dividends.
Dividends of EUR 10.7 million (2.8
cents per Ordinary Share) were paid during the reporting period,
with respect to the last quarter of 2023 and the first quarter of
2024.
The main drivers of NAV movement
throughout the reporting period include:
- Guarantees of Origin
(GoOs): A sharp decrease in Guarantees of Origin (GoOs) as a result
of higher supply due to increase in RES capacity in Europe combined
with lower demand due to lower industrial activity in the short
term. Long-term GoO price forecasts have also declined reflecting
expectations of lower demand as European countries approach fully
decarbonized grids (-5.8 cents per Ordinary Share);
- Forecast power prices:
Decrease in European power price forecasts, especially in the short
term, mirroring lower commodity prices, lower demand due to mild
winter weather conditions and structurally lower demand/consumption
(-2.2 cents per Ordinary Share);
- Discount Rate: The
company's discount rate increased from 7.2% as of 31 December 2024
to 7.5% as of 30 June 2024, resulting from a slight increase in the
risk free rate and the positive effect from the addition of senior
debt in the Spanish assets Albeniz, Tiza and Greco.
PORTFOLIO VALUATION - KEY ASSUMPTIONS
Metric
|
|
As at
30 June
2024
|
As at
31 December
2023
|
Discount rate
|
Weighted average
|
7.5%
|
7.2%
|
Long-term inflation
|
Weighted average
|
2.0%
|
2.0%
|
Remaining asset
life1
|
Wind energy (years)
|
22
|
22
|
|
Solar PV (years)
|
35
|
36
|
|
Hydropower (years)
|
9
|
9
|
|
---------------
|
---------------
|
---------------
|
Operating life
assumption2
|
Wind energy (years)
|
28
|
28
|
|
Solar PV (years)
|
40
|
40
|
|
Hydropower (years)
|
n/a
|
n/a
|
|
|
=========
|
=========
|
1. Remaining asset
life based on net full load years. Includes Tesla, as at 30 June
2024.
2. Asset life
assumption from date of commissioning. Includes Tesla, as at 30
June 2024.
MARKET COMMENTARY AND OUTLOOK
ELECTRICITY PRICE FORECASTS - ALL ASSETS (WEIGHTED
AVERAGE)1
VALUATION SENSITIVITIES
1. Data reflects
pricing forecasts as at 30 June 2024. All power prices are in real
terms as at 30 June 2024 and reflect the weighted average captured
price. Weighting is based on production sold at the market
price.
MARKET PRICES
The first
half of 2024 was marked by a decrease in short-term power price
forecasts across the majority of the portfolio, reflecting lower
commodity prices (notably gas and coal) relative to the same period
last year, due in large part to the elevated filling levels of gas
storage reservoirs. Gas prices have seen a recent uptick in light
of the volatile geopolitical environment and increased competition
with Asia for liquefied natural gas, despite still trading a
markedly lower range than the record highs experienced in the past
few years. 1H24 has seen some recovery in electricity demand at a
transmission system level, with base demand up 2% across major
markets relative to the first half of 2023, partially due to the
introduction of demand reduction measures across several European
jurisdictions in the first quarter of 2023. Elevated hydropower
production has been a trend across the continent in 1H24,
particularly in Iberia and the Nordics, with hydro reservoir levels
remaining high heading into the second half of the year.
NORDICS
Over the first six
months of the year, power prices in the Nordics traded at an
average of EUR 46.8 per MWh (1H23: EUR 70.5 per MWh). The decrease
in power prices was driven mainly by the continued fall and
normalisation of commodity prices in 2024, as well as high
hydropower output in the region. Power demand in the Nordics has
given signs of recovery in 2024. However, the greater
interconnection levels of the region's southern price zones (SE4,
NO1, NO2, DK1) with continental Europe meant that those zones were
more affected by volatile price drops in the continent's commodity
and power prices, as opposed to the less interconnected northern
price zones (NO3 and NO4). As at 30 June 2024, AER has exposure to
the NO2 and NO4 price zones in Norway via its interests in Tesla
and The Rock, respectively.
1H24 Average Daily Power Price1
1. European
Network of Transmission System Operators for Electricity
("ENTSO-E"), 'Nordics' reflects the Nord Pool system
price.
IBERIA
Power prices in
Iberia traded at an average of EUR 39.1 per MWh in 1H24 (1H23: EUR
89.2 per MWh). The significant decrease in power prices was driven
by i) lower commodity prices, ii) depressed demand, despite demand
being above 2023 levels it was still below 2021 levels, iii)
elevated hydropower output (up 47% year-on-year) due to heavy
rainfall, and iv) higher solar output as a result of solar PV
capacity growth. Both Spain and Portugal recorded their first
negative prices, especially in the spring, due to a convergence of
low demand and significant renewable output.
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 1H24 to 79.0
per MWh (1H23: EUR 131.6 per MWh).
OUTLOOK
The challenging
macro-economic environment is expected to improve in the second
half of 2024 as the Company is set to benefit from a number of
positive tailwinds, including the increasing likelihood of central
banks cutting interest rates and the market consensus that
inflation in the European Union should gradually recede towards the
European Central Bank's inflation target of 2.0%. Nevertheless,
inflation is expected to remain above the levels witnessed in the
past decade due to a series of cyclical and secular trends such as
high labour demand supporting wage growth, ageing demographics in
the labour market, limited housing availability supporting real
estate prices, de-globalisation, energy shortages, disrupted supply
chains, and higher defence spending as a result of the continuing
conflict in Ukraine. The prospect of an escalation of the conflict
in the Middle East triggering supply disruptions and increased
competition with Asia for liquefied natural gas has already seen
European natural gas prices climb recently. In the short term,
these factors are expected to raise the price floor for commodities
and, consequently, electricity prices.
Overall, the Company remains
optimistic on the long-term outlook for the listed renewable energy
sector, driven by the urgent need to decarbonise the world's energy
supply, a broadly favourable European regulatory environment
incentivising energy security and the expectation of increasing
power demand from a recovery in European industrial activity, the
electrification of industry, heat and transport and the rising
energy needs of data centres and generative AI.
AQUILA CAPITAL INVESTMENTGESELLSCHAFT MBH
26 September 2024
1. Source:
European Network of Transmission System Operators for Electricity
("ENTSO-E"), Nordics reflects the Nord Pool system
price.
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 1H24, Aquila Group's
clean energy portfolio supplied 1.3 million homes with renewable
energy, which avoided 1.4 million tonnes of
CO2e.1
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, which
is equivalent to 4.1% of CO2e emissions worldwide in
2021.2
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 Group, a regulated entity, 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).
UN
Sustainable Development Goals for Europe
At
least a 40.0% decline below 1990 levels in greenhouse gas
emissions
A
32.0% share of renewables in the energy system
A
32.5% improvement in energy efficiency
ANGELA WIEBECK
Chief Sustainability Officer at Aquila Capital
1. Data as at 30
June 2024 for 1H24, 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.
Please note that the actual grid emission factors
for 2024 may be updated at a later stage to reflect more recent
data sources, thus the figures reported are subject to change. Once
reported, figures will not be restated.
2. Worldwide
CO2e emissions in 2021 were 40.8 billion tonnes
according to the International Energy Association ("IEA"),
available at:
https://www.iea.org/reports/global-energy-review-co2-emissions-in-2021-2
AER's Contribution to the UN Sustainable Development
Goals
Goal
|
Overview
|
Contribution
Towards
UN Sustainable
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
|
|
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 is responsible for monitoring and optimising the Company's
day-to-day asset performance. This process also involves actively
exploring how new technologies and other forms of innovation can be
utilised to enhance asset performance and sustainability (energy
yield, O&M, asset life)
|
|
Take urgent action to combat climate change and its
impacts
|
- The Company's
463.8 MW portfolio powered approximately 144.3 thousand households
and avoided approximately 145.3 thousand tonnes of CO2
emissions over the reporting period1
- As a signatory
to the UN Principles for Responsible Investments ("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
|
|
1. Actual AER
contributions as at 30 June 2024. 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
The natural environment around some of the Company's solar PV
parks is the Desierto de Tabernas National Park, situated in 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
Albeniz, Translocated olive
trees
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
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.
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.
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 655 nationalities are
represented among its employees), and in gender (its gender ratio
is 62% male and 38% female).
INTERIM MANAGEMENT REPORT AND RESPONSIBILITY
STATEMENT
The Directors are required to
provide an Interim Management Report in accordance with the
Financial Conduct Authority ("FCA") Disclosure Guidance and
Transparency Rules ("DTR"). The Chairman's Statement and the
Investment Adviser's Report in this Half-Yearly Report provide
details of the important events which have occurred during the
period and their impact on the financial statements. The following
statements on Related Party Transactions, Going Concern, the
Statement of Directors' Responsibilities, the Chairman's Statement
and Investment Adviser's Report, together constitute the Interim
Management Report of the Company for the six months ended 30 June
2024. The outlook for the Company for the remaining six months of
the year ending 31 December 2024 is discussed in the Chairman's
Statement and the Investment Adviser's Report.
PRINCIPAL RISKS AND UNCERTAINTIES
The principal risks and uncertainties facing the
Company are detailed in the Company's most recent Annual Report for
the year ended 31 December 2023, which can be found on the
Company's website at www.aquila-european-renewables.com. These
remain unchanged during the period under review. The key risks are
summarised below:
- Economic and Political Risk - The
revenue and value of the Company's investments may be affected by
future changes in the economic and political situation;
- Operational Risk - The risk that the
portfolio underperforms and, as a result, the target returns are
not met over the longer term. The risk that service providers to
the Company underperform, and as a result, impact the Company's
performance, reporting or reputation;
- Financial Risk - The risk that the
valuations and underlying assumptions used to value the investment
portfolio are not a fair reflection of the market, resulting in the
investment portfolio being over or under-valued;
- Compliance, Tax and Legal Risk - The
failure to comply with relevant regulatory changes, tax rules and
obligations may result in reputational damage or create a financial
loss to the Company; and
- Emerging Risk - Climate-related threats
and a potential financial crisis have been identified as emerging
risks. As climate change continues to become a reality, the chance
that one of the Company's sites is affected by a
climate-related
event, such as flooding or wildfires, becomes more likely.
Furthermore, the Company is likely to be subject to newly
introduced regulation in the fight against climate
change.
Principal risks, including emerging
risks, are mitigated and managed by the Board through policy
setting and regular reviews of the Company's risk matrix by the
Audit Committee to ensure that procedures are in place with the
intention of minimising the impact of the above-mentioned risks.
The Board relies on periodic reports provided by the Alternative
Investment Fund Manager, Investment Adviser and Administrator
regarding risks that the Company faces. When required, experts will
be employed to gather information, including legal advisers and
environmental advisers.
The Company's Annual Report for the
period ending 31 December 2023 contains more detail on the
Company's principal risks and uncertainties, including the Board's
ongoing process to identify, and where possible mitigate, the
risks.
The Board is of the opinion that
these principal risks are equally applicable to the remaining six
months of the financial year as they were to the six months being
reported on.
RELATED PARTY TRANSACTIONS
The Company's Investment Adviser, Aquila Capital
Investmentgesellschaft mbH, and Directors are considered related
parties under the Listing Rules. Details of the amounts paid to the
Company's Investment Adviser and the Directors during the period
are detailed in note 11 of this Half-Yearly Report which can be
found below.
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.
As discussed in the Chairman's
Statement above, on 30 September 2024 shareholders will have a
further opportunity to have their say as to the future of the
Company and to adopt a revised investment policy providing for the
orderly realisation of the Company's assets.
Despite the Company's uncertain
future, it continues to meet its day-to-day liquidity needs through
its cash resources and RCF. In concluding that the Company remains
a going concern, the Directors have considered its cash position,
income, expense flows, and compliance with the RCF covenants. The
Company's net assets as at 30 June 2024 equated to EUR 335.5
million (31 December 2023: EUR 372.5 million). As at 30 June 2024,
the Company and its wholly owned subsidiary held EUR 1.57 million
(31 December 2023: EUR 1.53 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 36.3% of its Gross Asset
Value as of 30 June 2024, comprised of an RCF (EUR 26.1 million
drawn, excluding bank guarantees) and non-recourse debt at the
asset level (EUR 164.8 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 7.8% of its NAV as at 30 June 2024.
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 30 June 2024. On 5
September 2024, the Company announced that it had entered into a
sale and purchase agreement with Sunnhordland Kraftlag AS to sell
its 25.9% interest in Tesla for consideration of approximately EUR
27.1 million. The majority of the sales proceeds will be used to
fully repay the Company's RCF, excluding the bank guarantees of EUR
2.8 million.
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 should the need arise, on the basis that:
- the Company and its
Investment Adviser have a strong relationship with the RCF
lenders;
- RCF lenders have put
forward proposals in 2024 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 36.3%;
and
- the Company is in
compliance with its RCF covenants and benefits from a significant
buffer compared to the actual ratios observed as at 30 June
2024.
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 30 June 2024 were EUR 2.03 million,
inclusive of RCF interest and fees (30 June 2024: EUR 2.15
million). 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 Company also has access to a
partially undrawn RCF (EUR 21.1 million available) and other
sources of liquidity should the need arise. On 12 September 2024,
The Company announced the publication of a circular to convene a
General Meeting to be held on 30 September 2024 to allow
shareholders to vote on the continuation and potential Managed
Wind-Down of the Company and associated adoption of the New
Investment Policy. The Board expect it will take at least 12 months
to realise the Company's assets and that the Company will remain a
going concern in the meantime.
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.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The DTR of the FCA require the Directors to
confirm their responsibilities in relation to the preparation and
publication of the Interim Management Report and Financial
Statements. The Directors confirm to the best of their knowledge
that:
- the condensed set of
financial statements contained within the Half-Yearly Report has
been prepared in accordance with the International Accounting
Standard 34 - IAS 34 Interim Financial Reporting; and
- the Interim Management
Report, together with the Chairman's Statement and Investment
Manager's Report, includes a fair review of the information
required by 4.2.7R and 4.2.8R of the FCA Disclosure Guidance and
Transparency Rules.
The Half-Yearly Report has not been
reviewed by the Company's Auditors. The Half-Yearly Report was
approved by the Board on 26 September 2024 and the above
Responsibility Statement was signed on its behalf by the
Chairman.
IAN
NOLAN
Chairman
FOR AND ON BEHALF OF THE BOARD
26 September 2024
CONDENSED STATEMENT OF COMPREHENSIVE INCOME FOR THE SIX MONTHS
ENDED 30 JUNE 2024
|
|
Six
months ended 30 June 2024
|
Six
months ended 30 June 2023
|
|
Notes
|
Revenue
(EUR '000)
|
(Unaudited)
Capital
(EUR '000)
|
Total
(EUR '000)
|
Revenue
(EUR '000)
|
(Unaudited)
Capital
(EUR '000)
|
Total
(EUR '000)
|
Unrealised losses on
investments
|
3
|
-
|
(31,796)
|
(31,796)
|
-
|
(24,091)
|
(24,091)
|
Net foreign exchange
losses
|
|
-
|
(9)
|
(9)
|
-
|
(12)
|
(12)
|
Interest income
|
4
|
8,182
|
-
|
8,182
|
8,656
|
-
|
8,656
|
Dividend income
|
4
|
-
|
-
|
-
|
-
|
-
|
-
|
Investment advisory fees
|
5
|
(1,266)
|
-
|
(1,266)
|
(1,496)
|
-
|
(1,496)
|
Other expenses
|
|
(762)
|
-
|
(762)
|
(649)
|
-
|
(649)
|
|
|
---------------
|
---------------
|
---------------
|
---------------
|
---------------
|
---------------
|
Profit/(Loss) on ordinary activities before finance costs and
taxation
|
|
6,154
|
(31,805)
|
(25,651)
|
6,511
|
(24,103)
|
(17,592)
|
Finance costs
|
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
---------------
|
---------------
|
---------------
|
---------------
|
---------------
|
---------------
|
Profit/(Loss) on ordinary activities before
taxation
|
|
6,154
|
(31,805)
|
(25,651)
|
6,511
|
(24,103)
|
(17,592)
|
Taxation
|
7
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
---------------
|
---------------
|
---------------
|
---------------
|
---------------
|
---------------
|
Profit/(Loss) on ordinary activities after
taxation
|
|
6,154
|
(31,805)
|
(25,651)
|
6,511
|
(24,103)
|
(17,592)
|
|
|
=========
|
=========
|
=========
|
=========
|
=========
|
=========
|
Return per Ordinary Share - diluted & undiluted
(cents)
|
6
|
1.63
|
(8.41)
|
(6.78)
|
1.64
|
(6.07)
|
(4.43)
|
|
|
=========
|
=========
|
=========
|
=========
|
=========
|
=========
|
The total column of the Condensed
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 period.
Return on ordinary activities after
taxation is also the 'total comprehensive income/(loss) for the
periodʼ.
The notes are an integral part of
these financial statements.
CONDENSED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE
2024
|
Notes
|
As
at
30 June
2024
(Unaudited)
(EUR '000)
|
As
at
31 December
2023
(Audited)
(EUR '000)
|
Fixed assets
|
|
|
|
Investments at fair value through
profit or loss
|
3
|
335,291
|
372,403
|
|
|
---------------
|
---------------
|
Current assets
|
|
|
|
Trade and other
receivables
|
|
62
|
96
|
Cash and cash equivalents
|
|
1,571
|
1,532
|
|
|
---------------
|
---------------
|
|
|
1,633
|
1,628
|
|
|
=========
|
=========
|
Creditors: amounts falling due within one
year
|
|
|
|
Trade and other creditors
|
|
(1,415)
|
(1,490)
|
|
|
---------------
|
---------------
|
|
|
(1,415)
|
(1,490)
|
|
|
=========
|
=========
|
Net
current assets
|
|
218
|
138
|
|
|
---------------
|
---------------
|
Net
assets
|
|
335,509
|
372,541
|
|
|
=========
|
=========
|
Capital and reserves: equity
|
|
|
|
Share capital
|
8
|
4,082
|
4,082
|
Share premium
|
|
255,643
|
255,643
|
Special reserve
|
|
83,055
|
87,717
|
Capital reserve
|
|
(7,886)
|
23,919
|
Revenue reserve
|
|
615
|
1,180
|
|
|
---------------
|
---------------
|
Total Shareholders' funds
|
|
335,509
|
372,541
|
|
|
=========
|
=========
|
Net
assets per Ordinary Share (cents)
|
9
|
88.73
|
98.52
|
|
|
=========
|
=========
|
Approved by the Board of Directors
and authorised for issue on 26 September 2024 and signed on its
behalf by:
IAN
NOLAN
Chairman
Company number: 11932433
The notes are an integral part of
these financial statements.
CONDENSED STATEMENT OF CHANGES IN EQUITY FOR THE SIX MONTHS
ENDED 30 JUNE 2024
For the six months ended 30 June 2024
(Unaudited)
|
Notes
|
Share
capital
(EUR '000)
|
Share
premium
(EUR '000)
|
Special
reserve
(EUR '000)
|
Capital
reserve
(EUR '000)
|
Revenue
reserve
(EUR '000)
|
Total
(EUR '000)
|
Opening equity as at 1 January 2024
|
|
4,082
|
255,643
|
87,717
|
23,919
|
1,180
|
372,541
|
Strategic review costs
|
|
-
|
-
|
(691)
|
-
|
-
|
(691)
|
Loss for the period
|
|
-
|
-
|
-
|
(31,805)
|
6,154
|
(25,651)
|
Dividend paid
|
10
|
-
|
-
|
(3,971)
|
-
|
(6,719)
|
(10,690)
|
|
|
---------------
|
---------------
|
---------------
|
---------------
|
---------------
|
---------------
|
Closing equity as at 30 June 2024
|
|
4,082
|
255,643
|
83,055
|
(7,886)
|
615
|
335,509
|
|
|
=========
|
=========
|
=========
|
=========
|
=========
|
=========
|
For the six months ended 30 June 2023
(Unaudited)
|
Notes
|
Share
capital
(EUR '000)
|
Share
premium
(EUR '000)
|
Special
reserve
(EUR '000)
|
Capital
reserve
(EUR '000)
|
Revenue
reserve
(EUR '000)
|
Total
(EUR '000)
|
Opening equity as at 1 January
2023
|
|
4,082
|
255,643
|
125,082
|
65,618
|
1,225
|
451,650
|
Share buybacks
|
8
|
(208)
|
-
|
(19,883)
|
-
|
-
|
(20,091)
|
Loss for the period
|
|
-
|
-
|
-
|
(24,103)
|
6,511
|
(17,592)
|
Dividend paid
|
10
|
-
|
-
|
(3,643)
|
-
|
(7,068)
|
(10,711)
|
|
|
---------------
|
---------------
|
---------------
|
---------------
|
---------------
|
---------------
|
Closing equity as at 30 June
2023
|
|
3,874
|
255,643
|
101,556
|
41,515
|
668
|
403,256
|
|
|
=========
|
=========
|
=========
|
=========
|
=========
|
=========
|
The notes are an integral part of
these financial statements.
CONDENSED STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED 30
JUNE 2024
|
Notes
|
Six
months
ended
30 June
2024
(Unaudited)
(EUR '000)
|
Six
months
ended
30 June
2023
(Unaudited)
(EUR '000)
|
Operating activities
|
|
|
|
Loss on ordinary activities before
finance costs and taxation
|
|
(25,651)
|
(17,592)
|
Adjustment for unrealised losses on
investments
|
|
31,796
|
24,091
|
Decrease in trade and other
receivables
|
|
34
|
5,592
|
Decrease in other
creditors
|
|
(413)
|
(867)
|
|
|
---------------
|
---------------
|
Net
cash from operating activities
|
|
5,766
|
11,224
|
|
|
=========
|
=========
|
Investing activities
|
|
|
|
Repayments of investments
|
3
|
5,316
|
3,813
|
|
|
---------------
|
---------------
|
Net
cash flow from investing activities
|
|
5,316
|
3,813
|
|
|
=========
|
=========
|
Financing activities
|
|
|
|
Share buybacks
|
8
|
-
|
(20,091)
|
Strategic review costs
|
|
(353)
|
-
|
Dividend paid
|
10
|
(10,690)
|
(10,711)
|
|
|
---------------
|
---------------
|
Net
cash used in financing activities
|
|
(11,043)
|
(30,802)
|
|
|
=========
|
=========
|
Increase/(Decrease) in cash and cash
equivalents
|
|
39
|
(15,765)
|
|
|
---------------
|
---------------
|
Cash
and cash equivalents at the start of the period
|
|
1,532
|
19,893
|
|
|
---------------
|
---------------
|
Cash
and cash equivalents at the end of the period
|
|
1,571
|
4,128
|
|
|
=========
|
=========
|
The notes are an integral part of
these financial statements.
NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30
JUNE 2024
1.
GENERAL INFORMATION
Aquila
European Renewables Plc ("AER", '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 the Company's 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 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
condensed financial statements included in this Half-Yearly Report
have been prepared in accordance with IAS 34 Interim Financial
Reporting. The accounting policies, critical accounting judgements,
estimates and assumptions are consistent and should be read in
conjunction with the Company's latest annual audited financial
statements for the period ended 31 December 2023. The financial
statements for the year ended 31 December 2023 have been prepared
in accordance with the 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 been prepared on the historical cost
basis, except for the measurement of certain financial instruments
at fair value through profit or loss.
The interim financial statements
have also been prepared as far as is relevant and applicable to the
Company in accordance with the Statement of Recommended Practice
("SORP") issued by the Association of Investment Companies ("AIC")
in July 2022.
These condensed financial statements
do not include all information and disclosures required in the
annual financial statements and should be read in conjunction with
the Company's annual financial statements of 31 December 2023. The
audited annual accounts for the year ended 31 December 2023 have
been delivered to Companies House. The audit report thereon was
unmodified.
The functional currency of the
Company is euros (EUR), 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.
Accounting for Subsidiary
The Company owns 100.0% of its subsidiary Tesseract Holdings
Limited ("THL" or "HoldCo"), whose registered office and principal
place of business is Leaf B, 20th Floor, Tower 42, Old Broad
Street, London, England, EC2N 1HQ. The Company has acquired
Renewable Energy Infrastructure Investments (the SPVs) 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 10, 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
investment can be found in note 14.
Going Concern
The Directors
have adopted the going concern basis in preparing the financial
statements. Details of the Directorsʼ assessment of the going
concern status of the Company, which considered the adequacy of the
Companyʼs resources and the impact of risks and uncertainties,
including the Company's continuation vote are provided in the
Interim Management Report which can be found above.
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 while preserving capital. The
financial information used by the CODM to manage the Company
presents the business as a single segment.
Critical Accounting Judgements, Estimates and
Assumptions
The preparation of
the financial statements 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.
The Directors have concluded that
the Company meets 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 key assumptions that have a
significant impact on the carrying value of the Companyʼs
underlying investments in the SPVs are the discount rates, useful
life 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.
3.
INVESTMENTS AT FAIR VALUE THROUGH PROFIT AND LOSS
|
As
at
30 June
2024
(Unaudited)
(EUR '000)
|
As
at
31 December
2023
(Audited)
(EUR '000)
|
(a)
Summary of valuation
|
|
|
Analysis of closing
balance:
|
|
|
Investments held at fair value
through profit or loss
|
335,291
|
372,403
|
|
---------------
|
---------------
|
Total investments
|
335,291
|
372,403
|
|
=========
|
=========
|
(b)
Movements during the period
|
|
|
Opening balance, at cost
|
348,415
|
362,978
|
Purchases, at cost
|
-
|
-
|
Repayments, at cost
|
(5,316)
|
(14,563)
|
|
---------------
|
---------------
|
Cost
of investments
|
343,099
|
348,415
|
|
=========
|
=========
|
Revaluation of investments to fair
value:
|
|
|
Unrealised (losses)/gains on fair
value of investments
|
(7,808)
|
23,988
|
|
---------------
|
---------------
|
Balance of capital reserve - investments
held
|
(7,808)
|
23,988
|
|
=========
|
=========
|
Fair
value of investments
|
335,291
|
372,403
|
|
=========
|
=========
|
(c)
Losses on investments in the period
|
|
|
Movement on unrealised valuation of
investments held
|
(31,796)
|
(41,675)
|
|
---------------
|
---------------
|
Losses on investments
|
(31,796)
|
(41,675)
|
|
=========
|
=========
|
The fair value of the Companyʼs
equity and the Shareholder loans investment 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
Companyʼs equity and the Shareholder loans 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 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 that are
unobservable (i.e. for which market data is unavailable) for the
asset or liability.
The classification of the Companyʼs
investments held at fair value is detailed in the table
below:
|
As at 30
June 2024
(Unaudited)
|
|
Level
1
(EUR '000)
|
Level
2
(EUR '000)
|
Level
3
(EUR '000)
|
Total
(EUR '000)
|
Investments at fair value through
profit and loss
|
-
|
-
|
335,291
|
335,291
|
|
---------------
|
---------------
|
---------------
|
---------------
|
|
-
|
-
|
335,291
|
335,291
|
|
=========
|
=========
|
=========
|
=========
|
|
As at 31
December 2023
(Audited)
|
|
Level
1
(EUR '000)
|
Level
2
(EUR '000)
|
Level
3
(EUR '000)
|
Total
(EUR '000)
|
Investments at fair value through
profit and loss
|
-
|
-
|
372,403
|
372,403
|
|
---------------
|
---------------
|
---------------
|
---------------
|
|
-
|
-
|
372,403
|
372,403
|
|
=========
|
=========
|
=========
|
=========
|
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 period ended
30 June 2024 (31 December 2023: none)
The movement on the Level 3 unquoted
investments during the period is shown below:
|
As
at
30 June
2024
(Unaudited)
(EUR '000)
|
As
at
31 December
2023
(Audited)
(EUR '000)
|
Opening balance
|
372,403
|
428,641
|
Additions during the
period
|
-
|
-
|
Repayments during the
period
|
(5,316)
|
(14,563)
|
Unrealised losses on
investments
|
(31,796)
|
(41,675)
|
|
---------------
|
---------------
|
Closing balance
|
335,291
|
372,403
|
|
=========
|
=========
|
Valuation Methodology
The
Investment Adviser has carried out fair market valuations of the
SPV investments as at 30 June 2024 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 at
fair value through profit or loss and are valued using the IFRS 13
framework for fair value measurement.
The key assumptions that have a
significant impact on the carrying value of the Companyʼs
underlying investments in SPVs are the discount rates, useful life
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 factors applied to the
cash flows are reviewed annually by the Investment Adviser to
ensure they are at the appropriate level. The weighted average
valuation discount rate applied to calculate the SPV valuation is
7.5% as at 30 June 2024 (31 December 2023: 7.2%).
Useful lives are based on the
Investment Adviserʼs estimates of the period over which the assets
will generate revenue, which are periodically reviewed for
continued appropriateness. The assumption generally used for the
useful life of the wind farms 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
marker 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 around 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 SPV's valuation assumes long-term inflation of 2.0% (31
December 2023: 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 following assumptions were used
in the valuations:
Metric
|
|
As
at
30 June
2024
(Unaudited)
|
As
at
31 December
2023
(Audited)
|
Discount rate
|
Weighted average
|
7.5%
|
7.2%
|
Long-term inflation
|
Weighted average
|
2.0%
|
2.0%
|
Remaining asset life (weighted
average)1
|
Wind energy
|
22
years
|
22
years
|
|
Solar PV
|
35
years
|
36
years
|
|
Hydropower
|
9
years
|
9
years
|
|
|
=========
|
=========
|
4.
INCOME
|
Six
months
ended
30 June
2024
(Unaudited)
(EUR '000)
|
Six
months
ended
30 June
2023
(Unaudited)
(EUR '000)
|
Interest income from Shareholder
loans
|
8,164
|
8,624
|
Bank interest income
|
18
|
32
|
Dividend income
|
-
|
-
|
|
---------------
|
---------------
|
Total income
|
8,182
|
8,656
|
|
=========
|
=========
|
1. Remaining asset
life based on net full load years. Includes Tesla, as at 30 June
2024.
5.
INVESTMENT ADVISORY FEES
|
Six months ended 30 June
2024
(Unaudited)
|
Six months ended 30 June
2023
(Unaudited)
|
|
Revenue
(EUR '000)
|
Capital
(EUR '000)
|
Total
(EUR '000)
|
Revenue
(EUR '000)
|
Capital
(EUR '000)
|
Total
(EUR '000)
|
Investment advisory fees
|
1,266
|
-
|
1,266
|
1,496
|
-
|
1,496
|
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 300.0
million;
b)
0.65% per annum of NAV (plus VAT) of the Company between EUR 300.0
million and EUR 500.0 million; and
c)
0.55% per annum of NAV (plus VAT) of the Company above EUR 500.0
million.
Share-based Payments
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, the Company's 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 fee due in
the relevant period. The current Investment Adviser fee arrangement
with Aquila Capital Investmentgesellschaft mbH was extended whereby
the Investment Adviser fee is fully paid in the shares of the
Company for an additional two years 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 or travel
expenses.
The Company settled investment
advisory fees by issuing Ordinary Shares and purchasing Ordinary
Shares in the market during the period to 30 June 2023. No
share-based payments occurred for the period to 30 June 2024. The
Company has issued and purchased the following shares to settle
investment advisory fees for the period under review:
In respect of the period to 30 June 2024
(Unaudited)
|
Investment
advisory fees
(EUR)
|
Fair value
of
issue price
(EUR cents)
|
Number of
shares
|
Date of
transaction
|
Issued/
Purchased
|
|
|
|
31 March 2024
|
|
|
n/a
|
|
|
|
30 June 2024
|
|
|
n/a
|
|
|
|
|
=========
|
=========
|
=========
|
|
|
|
In respect of the period to 30 June 2023
(Unaudited)
|
Investment
advisory fees
(EUR)
|
Fair value
of
issue price
(EUR 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
|
|
|
=========
|
=========
|
=========
|
=========
|
=========
|
|
6.
RETURN PER ORDINARY SHARE Return
per ordinary share is based on the loss for the period of EUR
25,651,000 (30 June 2023: loss of EUR 17,592,000) attributable to
the diluted and undiluted weighted average number of Ordinary
Shares in issue of 378,122,130 (30 June 2023: 397,096,237) in the
period to 30 June 2024. Revenue profit and capital loss are EUR
6,154,000 (30 June 2023: EUR 6,511,000) and EUR 31,805,000 (30 June
2023: EUR 24,103,000) respectively.
|
No of
ordinary shares
|
Weighted Average Number of Shares Used as the
Denominator
|
As
at
30 June
2024
(Unaudited)
|
As
at
30 June
2023
(Unaudited)
|
Weighted average number of Ordinary
Shares used as the denominator in calculating undiluted earnings
per share
|
378,122,130
|
397,096,237
|
The effect of settled investment
advisory fees by issuing Ordinary Shares (Note 5)
|
-
|
-
|
|
-----------------
|
-----------------
|
Weighted average number of Ordinary
Shares and potential Ordinary Shares used as the denominator in
calculating diluted earnings per share
|
378,122,130
|
397,096,237
|
|
==========
|
==========
|
7.
TAXATION
|
Six
months ended 30 June 2024
(Unaudited)
|
Six
months ended 30 June 2023
(Unaudited)
|
|
Revenue
(EUR '000)
|
Capital
(EUR '000)
|
Total
(EUR '000)
|
Revenue
(EUR '000)
|
Capital
(EUR '000)
|
Total
(EUR '000)
|
Corporation tax
|
-
|
-
|
-
|
-
|
-
|
-
|
|
---------------
|
---------------
|
---------------
|
---------------
|
---------------
|
---------------
|
Total tax charge for the period
|
-
|
-
|
-
|
-
|
-
|
-
|
|
=========
|
=========
|
=========
|
=========
|
=========
|
=========
|
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.
8.
SHARE CAPITAL
|
As at 30
June 2024
(Unaudited)
|
As at 31
December 2023
(Audited)
|
|
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
|
4,082
|
378,122,130
|
4,082
|
|
-----------------
|
-----------------
|
-----------------
|
-----------------
|
Total
|
378,122,130
|
4,082
|
378,122,130
|
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.
There were no shares issued during
the six month period to 30 June 2024.
There were no shares purchased for
treasury during the period to 30 June 2024. During the period to 31
December 2023, 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).
9.
NET ASSETS PER ORDINARY SHARE
Net assets per ordinary share as at 30 June 2024 is based on
EUR 335,509,000 (31 December 2023: EUR 372,541,000) of net assets
of the Company attributable to the 378,122,130 (31 December 2023:
378,122,130) Ordinary Shares in issue as at 30 June
2024.
10.
DIVIDEND PAID
The Company has paid the following
interim dividends in respect of the year under review:
|
Six months ended
30 June 2024
(Unaudited)
|
Six months ended
30 June 2023
(Unaudited)
|
|
Cents per
Ordinary
Share
|
Total
(EUR '000)
|
Cents per
Ordinary
Share
|
Total
(EUR '000)
|
31 December 2023 interim - paid 18
March 2024 (2023: 17 March 2023)
|
1.3775c
|
5,211
|
1.3125c
|
5,335
|
31 March 2024 interim - paid 14 June
2024 (2023: 23 June 2023)
|
1.4475c
|
5,479
|
1.3775c
|
5,376
|
Total
|
2.8250c
|
10,690
|
2.6900c
|
10,711
|
The dividend relating to the period
ended 30 June 2024, which is the basis on which the requirements of
section 1159 of the Corporation Tax Act 2010 are considered, is
detailed below:
|
Six months ended
30 June 2024
(Unaudited)
|
Six months ended
30 June 2023
(Unaudited)
|
Total dividends paid in the period
|
Cents per
Ordinary
Share
|
Total
(EUR '000)
|
Cents per
Ordinary
Share
|
Total
(EUR '000)
|
31 March 2024 interim - paid 14 June
2024 (2023: 23 June 2023)
|
1.4475c
|
5,479
|
1.3775c
|
5,376
|
30 June 2024 interim - paid 3
September 2024 (2023: 8 September 2023)
|
1.4475c
|
5,473
|
1.3775c
|
5,308
|
Total
|
2.8950c
|
10,952
|
2.7550c
|
10,684
|
11.
Transactions with the Investment Adviser and Related Party
Transactions
Fees payable to the Investment Adviser are shown in the Income
Statement. As at 30 June 2024, the fee outstanding to the
Investment Adviser was EUR 618,503 (30 June 2023: EUR
728,282).
AIFM fees for the period ended 30
June 2024 amount to EUR 60,330 (30 June 2023: EUR 58,778). As at 30
June 2024, the fee outstanding to the AIFM was EUR 18,949 (30 June
2023: EUR 23,552). The Company Secretary and Administrator fees for
the period ended 30 June 2024 amount to EUR 88,911 (30 June 2023:
EUR 123,774).
Fees are payable to the Directors in
respect of the year to 31 December 2024 at an annual rate of EUR
75,000 to the Chairman, EUR 52,500 to the Chair of the Audit and
Risk Committee and EUR 45,150 to the other Directors. Directors'
fees paid during the six month period to 30 June 2024 was EUR
97,000.
During the period, the Company
received repayments of its Shareholder loans to HoldCo of EUR
5,316,000 (30 June 2023: nil). The accrued interest and the
Shareholder loans outstanding at the period end were EUR
228,572,000 (30 June 2023: EUR 244,638,000).
The Directors had the following
shareholdings in the Company, all of which were beneficially
owned.
|
Ordinary shares
as at
30 June
2024
(Unaudited)
|
Ordinary shares
as at
31 December
2023
(Audited)
|
Ian Nolan
|
150,000
|
150,000
|
David MacLellan
|
125,000
|
125,000
|
Kenneth MacRitchie
|
50,000
|
50,000
|
Patricia Rodrigues
|
50,000
|
50,000
|
Myrtle Dawes
|
nil
|
nil
|
12.
Commitments and Contingencies
The Company did not have any new
investments or capital commitments during the first six months of
2024 and continues to maintain investment discipline when assessing
new investment opportunities.
13.
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 615,000 as at 30
June 2024 (31 December 2023: EUR 1,225,000).
14.
Unconsolidated Subsidiaries, Joint Venture and
Associates
The following table shows subsidiaries 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.
Subsidiary entity
name and
registered address
|
Effective
ownership %
|
Investment
|
Country of
incorporation
|
Profit/(Loss)
for the period
ended
30 June
2024
(EUR million,
unless
otherwise
stated)
|
Profit/(Loss)
for the year
ended
31 December
2023
(EUR million,
unless
otherwise
stated)
|
Total assets
balances as at
30 June
2024
(EUR million,
unless
otherwise
stated)
|
Total assets
balances as at
31 December
2023
(EUR million,
unless
otherwise
stated)
|
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
|
(31.8)
|
(41.7)
|
335.6
|
447.6
|
The following table shows the
investments held via SPVs which are held by Tesseract Holdings
Limited, the Company's wholly owned subsidiary.
Subsidiary entities
name and
registered address
|
Effective
ownership %
|
Activity
|
Country of
incorporation
|
Profit/(Loss)
for the period
ended
30 June
2024
(EUR million,
unless
otherwise
stated)
|
Profit/(Loss)
for the year
ended
31 December
2023
(EUR million,
unless
otherwise
stated)
|
Total assets
balances as at
30 June
2024
(EUR million,
unless
otherwise
stated)
|
Total assets
balances as at
31 December
2023
(EUR million,
unless
otherwise
stated)
|
Holmen II Wind Park ApS
Københavnsvej 81
4000 Roskilde
Denmark
|
100.0
|
Subsidiary
entity, owns investment in Holmen II
|
Denmark
|
9.6
DKK
|
1.5
|
163.2
DKK
|
23.6
|
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
|
1.5
|
(0.0)
|
44.5
|
45.4
|
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
|
(0.1)
|
0.0
|
4.2
|
4.1
|
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
|
(0.1)
|
0.0
|
4.2
|
4.1
|
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
|
(0.1)
|
0.0
|
2.0
|
2.1
|
Argeo Solar S.L.
Paseo de la Castellana
259D, 14S-15, Madrid,
Spain
|
100.0
|
Subsidiary
entity, owns investment in Albeniz
|
Spain
|
(1.2)
|
(2.2)
|
37.2
|
37.2
|
Vector Aioliki Desfinas S.A.
Salaminos Str. 20
15124 Maroussi
Attica, Greece
|
89.0
|
Subsidiary
entity, owns investment in Desfina
|
Greece
|
0.7
|
2.5
|
51.8
|
53.3
|
Ega Suria S.L.
Paseo de la Castellana 259D
Floors 14 and 15
28046 Madrid
|
100.0
|
Subsidiary
entity, owns investment in Tiza
|
Spain
|
0.4
|
(0.6)
|
34.8
|
33.1
|
Azalent Investment S.L.
Paseo de la Castellana 259D
Floors 14 and 15
28046 Madrid
|
100.0
|
Subsidiary
entity, owns investment in Greco
|
Spain
|
0.2
|
0.6
|
71.0
|
97.4
|
Svindbaek Vindkraft
HoldCo ApS
Gyngemose Parkvej 50
2860 Søborg
|
100.0
|
Subsidiary
entity, owns investment in Svindbaek
|
Denmark
|
0.4
|
(1.4)
|
31.6
|
35.9
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
The following table shows associates
of the Company. The Company's investments in associates are held
through HoldCo.
Joint venture and
associate entities
name and
registered address
|
Effective
ownership %
|
Activity
|
Country of
incorporation
|
Profit/(Loss)
for the period
ended
30 June
2024
(EUR million,
unless
otherwise
stated)
|
Profit/(Loss)
for the year
ended
31 December
2023
(EUR million,
unless
otherwise
stated)
|
Total assets
balances as at
30 June
2024
(EUR million,
unless
otherwise
stated)
|
Total assets
balances as at
31 December
2023
(EUR million,
unless
otherwise
stated)
|
Palea Solar Farm
Ourique S.A
Avenida Fontes
Pereira de Melo,
no. 14, 11. Andar
1050-121 Lisbon Portugal
|
50.0
|
Associate
entity, owns equity investment in Ourique
|
Portugal
|
(0.2)
|
(0.0)
|
42.1
|
42.8
|
Midtfjellet Vindkraft AS
Sandvikvågvegen 45
N-5419 Fitjar, Norway
|
25.9
|
Associate
entity, owns equity investment in Tesla
|
Norway
|
(1.2)
NOK
|
(35.0)
NOK
|
839.1
NOK
|
905.9
NOK
|
As disclosed in note 3, the Company
finances the HoldCo through a mix of Shareholder loan and equity. A
Master Shareholder Loan was agreed in 2023 between the Company and
its subsidiary with an initial interest rate of 7.0%.
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.
15.
Post Balance Sheet Events
Tesla Sale
In September 2024, the Investment Adviser
announced the sale of AER's 25.9% stake in the Norwegian wind farm
Tesla at an attractive premium to its net asset value.
Vote on the Continuation and Potential Wind-Down of the
Company
On 12 September 2024, The Company announced the publication of
a circular to convene a General Meeting to be held on 30 September
2024 to allow shareholders to vote on the continuation and
potential Managed Wind-Down of the Company and associated adoption
of the New Investment Policy.
16.
Status of this Report
These half-yearly financial statements are not the
Companyʼs statutory accounts for the purposes of section 434 of the
Companies Act 2006. They are unaudited. The unaudited Interim
Financial Report will be made available to the public at the
Companyʼs registered office. The report will also be available in
electronic format on the Companyʼs website,
www.aquila-european-renewables.com.
The information for the year ended
31 December 2023 has been extracted from the last published audited
financial statements, unless otherwise stated. The audited
financial statements have been delivered to the Registrar of
Companies. PricewaterhouseCoopers LLP reported on those accounts
and their report was unqualified, did not draw attention to any
matters by way of emphasis and did not contain a statement under
sections 498(2) or 498(3) of the Companies Act 2006.
The Interim Financial Report was
approved by the Board on 26 September 2024.
ALTERNATIVE PERFORMANCE MEASURES
In reporting financial information,
the Company presents alternative performance measures ("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 APMs presented in this report are shown
below:
Discount
The amount, expressed as a percentage, by which
the share price is less than the net asset value per Ordinary
Share.
As
at 30 June 2024
|
|
|
NAV per Ordinary Share
(cents)
|
a
|
88.73
|
Share price (cents)
|
b
|
64.90
|
Discount
|
(b÷a)-1
|
(26.86%)
|
|
==========
|
==========
|
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.
As
at 30 June 2024
|
|
|
Average NAV (EUR '000)
|
a
|
362,787
|
Annualised expenses (EUR
'000)
|
b
|
3,837
|
Ongoing charges
|
(b÷a)
|
1.06%
|
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 30 June 2024
|
|
Share
price
|
NAV
|
Opening at 1 January 2024
(cents)
|
a
|
78.50
|
98.50
|
Dividend adjustment
|
b
|
2.8
|
2.8
|
Closing at 30 June 2024
(cents)
|
c
|
64.90
|
88.73
|
Total return
|
((b+c)÷a)-1
|
(13.7%)
|
(7.1%)
|
Dividend Cover
Dividend cover ratio calculation based on net
results generated at the SPVs adjusted for the Company level
expenses during the period:
|
|
Period ended
30 June
2024
|
Period ended
30 June
2023
|
Net result generated at the SPVs (EUR
'000)
|
a
|
9,740
|
12,806
|
Dividend paid (EUR '000)
|
b
|
10,690
|
10,711
|
Dividend cover ratio
|
a÷b
|
0.9x
|
1.4x
|
Dividend cover ratio calculation
based on the consolidated cash flow of the Company and its
HoldCo:
|
|
Period ended
30 June
2024
|
Period ended
30 June
2023
|
Adjusted net cash flow from operating
activities (EUR '000)
|
a
|
8,512
|
11,690
|
Dividend paid (EUR '000)
|
b
|
10,690
|
10,711
|
Dividend cover ratio
|
a÷b
|
0.8x
|
1.1x
|
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:
|
|
Period ended
30 June
2024
|
Period ended
30 June
2023
|
Year ended
31 December
2023
|
Net Asset Value (EUR '000)
|
a
|
335,509
|
403,256
|
372,541
|
Debt at the SPV level (EUR
'000)
|
b
|
164,782
|
126,291
|
120,126
|
RCF drawn (EUR '000)
|
c
|
26,085
|
69,349
|
74,716
|
Gross Asset Value (EUR '000)
|
a+b+c
|
526,375
|
598,896
|
567,383
|
Gearing
The Company's gearing is calculated as total debt as a
percentage of Gross Asset Value.
|
|
Period ended
30 June
2024
|
Period ended
30 June
2023
|
Year ended
31 December
2023
|
Gross Asset Value (EUR
'000)
|
a
|
526,375
|
598,896
|
567,383
|
Debt at the SPV level (EUR
'000)
|
b
|
164,782
|
126,291
|
120,126
|
RCF drawn (EUR '000)
|
c
|
26,085
|
69,349
|
74,716
|
Gearing ratio
|
(b+c)÷a
|
36.3%
|
32.7%
|
34.3%
|
Enquiries:
Company Secretary
Apex Listed Companies Services (UK)
Ltd
Tel: +44 (0) 20 4582 6470
The Half-yearly financial report
will be submitted to the National Storage Mechanism and will
shortly be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism