TIDMFSG
RNS Number : 5274G
Foresight Group Holdings Limited
27 July 2021
27 July 2021
Foresight Group Holdings Limited announces maiden full results
for the year ended 31 March 2021
Foresight Group Holdings Limited ("Foresight" or "the Company"),
a leading infrastructure and private equity manager, is pleased to
announce the Company's maiden full year results for the 12 months
ended 31 March 2021.
Highlights
Successful London listing in February 2021 already leading to
-- increased visibility and opportunities
AUM up 59% to GBP7.2 billion (2020: GBP4.5 billion) with strong
organic net flows of GBP0.8 billion (organic gross flows of GBP1.2
-- billion);
Acquisition of Pensions Infrastructure Platform (PiP) added GBP1.7
-- billion AUM and broadens core infrastructure offering
Revenue up 21% to GBP69.1 million (2020: GBP57.3 million),with
-- recurring revenues running at 90.3%
Core EBITDA up 89% to GBP23.9 million (2020: GBP12.6 million);
-- core EBITDA margin improved to 34.6% (2020: 22.1%)
Expanded and developed investment strategies with first investments
into forestry (c.GBP100m), fibre-broadband (c.GBP100 million)
-- and CNG refueling stations (c.GBP80 million)
Strong start to fundraising in FY2022 with net inflows of over
GBP0.5 billion in Q1 plus valuation uplift of GBP0.1 billion (to
30 June 2021) resulting in AUM of GBP7.8 billion as at 30 June
2021 (an annualized run-rate of 33.3%, ahead of targeted annual
-- AUM growth rate of 20-25%)
Final dividend of 1.7 pence per share; payout ratio increased
to 60% (previously 50%) reflecting strength of business and positive
-- outlook
Bernard Fairman, Executive Chairman of Foresight, said:
"These are transformational times for Foresight Group as we work
to cement and develop our position as market leader in both
sustainable infrastructure and real assets and in regional UK
private equity. Foresight performed very strongly during the year
to the end of March and this momentum has continued into the
current year. I am delighted that the positive outlook across our
entire business, together with the Group's strong financial
position, means that we have been able to increase the dividend
payout ratio to 60% from the proposed 50%. And we are already
seeing the benefits of our February listing as we leverage our
fast-growing platform to scale our business and to deliver on our
ambitious growth plans."
Analyst presentation and annual report
A webcast for presentation and Q&A for analysts will be held
at 9.00a.m. (UK time) on 27 July 2021, hosted by Bernard Fairman
(Executive Chairman) and Gary Fraser (CFO and COO). Those wishing
to join should register via the following link:
https://www.lsegissuerservices.com/spark/FORESIGHTGROUPHOLDINGSLIMITED/events/0831b2ed-b081-4695-9121-db9434e0ab9f
A copy of the annual report will be submitted to the National
Storage Mechanism and will shortly be available at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The annual
report and analyst presentation materials will also be available in
the Shareholder Centre section of Foresight's corporate website
https://www.fsg-investors.com from 7.00am on 27 July 2021.
About Foresight Group Holdings Limited
Foresight Group was founded in 1984 and is a sustainable,
diversified asset manager. With a long-established focus on ESG and
sustainability-led strategies, it aims to provide attractive
returns to its institutional and private investors from
hard-to-access private markets. Foresight Group manages over 300
infrastructure assets (317 as at 31 March 2021, up from 247 the
previous year and accounting for 90% of the Company's AUM) with a
focus on solar and onshore wind assets, bioenergy and waste, as
well as renewable energy enabling projects, energy efficiency
management solutions, social and core infrastructure projects, and
sustainable forestry assets. Its private equity team manages
regionally focused investment funds across the UK, supporting over
100 SMEs. Foresight Group operates from 12 offices across the UK,
Europe and Australia.
Foresight Group Holdings Limited listed on the Main Market of
the London Stock Exchange in February 2021.
https://www.fsg-investors.com/
For further information, please contact:
Foresight Group +44(0)20 3667 8100
IR@foresightgroup.eu
Jonathon McManus
+44 (0) 7790
804 477
Citigate Dewe Rogerson (Public relations adviser to Foresight Group)
Caroline Merrell
caroline.merrell@citigatedewerogerson.com
+44 (0) 7852
210 329
Toby Moore
toby.moore@citigatedewerogerson.com
+44 (0) 7768
981 763
Jefferies
+44 (0) 20
7029 8000
Paul Nicholls
Graham Davidson
Lee Morton
Max Jones
Numis
+44 (0) 20
7260 1000
Charlie Farquhar
Stephen Westgate
Laura White
EXECUTIVE CHAIRMAN'S STATEMENT
As co-founder and Executive Chairman of Foresight Group, I am
delighted to present its first Annual Report as a listed
company.
Our listing on the London Stock Exchange in February 2021 marked
the latest step in Foresight's multi--decade journey and will
facilitate the Company's next phase of growth as we leverage our
fast-growing platform to scale our business. Our London listing not
only provides capital, allowing us to explore exciting new growth
opportunities, but also gives us greater visibility, helping to
attract new investors to our funds. I would like to welcome the new
Shareholders who joined us at the time of listing, recognising the
potential of a market-leading infrastructure and private equity
business which for many years has had ESG deeply embedded in its
investment processes.
Our core focus remains on delivering strong, risk-adjusted
returns for our institutional and retail clients while continuing
to grow our Assets Under Management at a healthy, yet sustainable,
rate.
Working with all our stakeholders, we will cement and develop
our position as a market leader in both green energy infrastructure
and regional UK private equity and will deliver on the ambitious
growth plans we set out at the time of listing.
I would also like to take this opportunity to introduce our
three Non-Executive Directors who bring a wealth of experience that
will be invaluable to the Company as a listed entity. The
non-executives on the Board now comprise Alison Hutchinson CBE as
Senior Independent Director, Mike Liston OBE (also Chairman of JTC
plc), and Geoffrey Gavey (also Managing Director of FNB
International Trustees).
Operational and financial highlights
Despite challenges presented by the COVID-19 pandemic during the
financial year to 31 March 2021, the business performed very well,
with minimal impact on operational or financial performance as a
result of the crisis. Both fundraising and capital deployment were
strong during the year as our employees across the globe adapted
quickly to home working, which was swiftly implemented.
As restrictions associated with the pandemic are gradually
lifted, we very much look forward to returning to the office and
working alongside colleagues, as well as resuming in--person
meetings with our clients.
Foresight Group ended the period with Assets Under Management
("AUM") of GBP7.2 billion (31 March 2020: GBP4.5 billion), an
increase of 59% year-on-year, and Funds Under Management ("FUM") of
GBP5.1 billion (31 March 2020: GBP3.6 billion). Strong growth in
assets during the year was driven by significant organic growth and
the acquisition of the Pensions Infrastructure Platform ("PiP") in
August 2020. Gross new fundraising for the year was strong at
GBP1.2 billion, resulting in net new funds of GBP0.8 billion,
taking into account a normal level of outflows across the
open-ended fund range.
The PiP acquisition added GBP1.7 billion to the Group's AUM and,
importantly, broadened our infrastructure offering to include core
infrastructure assets such as healthcare facilities and
transportation assets. The expertise of the PiP team supports
Foresight's ambition to build an even greater presence in this key
segment of the UK infrastructure market.
As part of the transaction, we also welcomed a number of leading
UK institutional clients to our client base, and we look forward to
working with these investors going forward. This formed an
important part of the rationale for doing the deal.
Revenues for the year were in line with market expectations at
GBP69.1 million (31 March 2020: GBP57.3 million) with revenue
growth driven by an increase in FUM and associated management fees.
Recurring revenues remain extremely high at 90.3% and continue to
increase following the transition of the business away from one-off
non--recurring fee events, improving the quality and predictability
of our earnings. Earnings from our two major investment segments,
Infrastructure and Private Equity, were also in line with market
expectations, with both areas increasing contributions to earnings
year--on--year.
Costs discipline remained a key area of focus for the business
during the year. As can be seen from the primary statements,
overall administration expenses actually decreased year--on--year.
However, stripping out the impact of one-off costs, there was a
marginal increase in the cost base, principally driven by an
increase in staff costs, offset by savings in travel and
entertainment costs as a result of the pandemic.
Core EBITDA for the year ended 31 March 2021 increased to
GBP23.9 million (31 March 2020: GBP12.6 million), with Core EBITDA
margin improving to 34.6% (31 March 2020: 22.1%). This improvement
in margin is a result of increased operational leverage. We feel
the business is now well positioned to improve these margins
further in the coming years.
More detail on our financial highlights can be found in the
Financial Review section of this Annual Report.
Dividend
As stated in the IPO Prospectus, the Board has adopted a
progressive dividend policy. Initially, it was intended that
dividends will equate to a payout of 50% of profit after tax, with
this percentage expected to increase over time. As a consequence of
existing fundamentals of the business and the outlook for both
renewable energy infrastructure and UK regional private equity, we
have decided to increase the dividend payout ratio to 60% (from a
proposed 50%) with immediate effect. We expect to maintain the
dividend at 60% going forwards with the intention that one--third
of the total dividend payment for the year will be paid as an
interim dividend and two-thirds paid by way of a final
dividend.
The Board has recommended a final dividend of 1.7 pence per
share (equating to 60% of the profit generated from the date of
listing to period end) be paid on 24 September 2021 based on an
ex-dividend date of 9 September 2021, with a record date of 10
September 2021.
Sustainability
A defining attribute of our business is the prioritised active
implementation of ESG-focused investment strategies. At the time of
listing, this strength was recognised by the award of the London
Stock Exchange Green Economy Mark.
Sustainable investing has experienced a dramatic rise in
prominence in the asset management industry, driven by the
increasing financial relevance of ESG factors, the availability of
better ESG data and rapidly increasing regulatory pressure. In
recent years, investor demand for ESG investment has increased
significantly, particularly among institutional investors, and
Foresight Group is well placed to benefit from this trend given its
long established track record in ESG-focused investment and asset
management. The strength of Foresight's ESG-focused performance was
also recognised through the high scores awarded to the Group in the
PRI Assessment Report 2020, when the Group attained an A+ for
Strategy and Governance, an A+ for Infrastructure and an A for
Private Equity.
ESG-focused investment strategies are a priority for management
and ESG policies are used by all our investment teams to assess
investment opportunities. Foresight has a Sustainability and ESG
Committee whose influence permeates the entire business. By
adopting this strategy, we aim to achieve positive social and
environmental outcomes through the investments we manage, while
also generating strong returns. The Group focuses on a broad range
of renewable energy and infrastructure investments through
Foresight Infrastructure, and local economic growth and job
creation through Foresight Private Equity. We actively monitor our
funds' ESG-focused investment strategies and overall performance,
applying bespoke in--house methodologies to regularly monitor and
evaluate progress, which is then reported in a transparent and
clear manner to investors.
Outlook
Foresight Group has an active, leading presence in both the
international renewable energy infrastructure market and the UK
regional private equity market. Both markets are growing rapidly,
with high demand for capital and the hands-on business support we
provide.
The regional private equity market is in urgent need of growth
equity, particularly for over-indebted SMEs, some of which are
struggling with COVID-era loans. Renewable energy infrastructure
spending will require significant annual increases to achieve the
carbon reduction targets set by governments around the world.
The Group has had an excellent start to the year, with over
GBP0.5 billion raised in the first quarter to 30 June 2021, ahead
of our 20--25% AUM growth target set at IPO, with capital also
being effectively deployed. We will continue to invest in our
market--leading platform, leverage the profile we have secured as a
result of our successful IPO in February and take advantage of the
expected high growth in the underlying markets we serve. As a
result, the Board is confident that it will meet its expectations
for the year, and its ambitious medium--term targets.
Bernard Fairman
Executive Chairman
26 July 2021
KEY PERFORMANCE INDICATORS
Tracking our strategic progress
The following KPIs are alternative performance measures:
Assets Under Management ("AUM") - Revenue - Core EBITDA
Strategic alignment:
Grow
Diversify
Expand
AUM
GBP2.7bn increase year --on --year
(59% increase)
2020: GBP4.5bn
2021: GBP7.2bn
Embedded tax business with high barriers to entry expected to continue
-- to grow
OEIC market is substantial and the key driver of retail business going
-- forward with room to expand distribution
As institutional funds mature, opportunity for roll-over of existing
-- investors, along with new investors
-- Potential for further acquisitions
Revenue
GBP69.1m
(31 March 2020: GBP57.3m)
2020: GBP57.3m
2021: GBP69.1m
Recurring revenue 90.3%
(31 March 2020: 85.4%)
2020: GBP48.9m
2021: GBP62.4m
Successful transition of the revenue model to generate steady
-- state recurring revenues of c.90% of total revenues
Strong deployment pipeline over the next 12 months to drive
-- revenue growth
Core EBITDA
GBP23.9m
(34.6%)
(31 March 2020: GBP12.6m (22.1%))
With key components of growth already in place, Foresight is
-- ready to scale rapidly
Incremental AUM and revenue growth does not require a proportionate
-- growth in costs
Positive development in EBITDA margin expected due to recent
-- strategic cost optimisation initiatives
FINANCIAL REVIEW
as at 31 March 2021
The financial year saw strong growth in AUM for the business and
significant improvement in operating margins.
Gary Fraser
Chief Financial Officer
GBP7.2bn
AUM
(31 March 2020: GBP4.5bn)
90.3%
Recurring revenues
(31 March 2020: 85.4%)
34.6%
Core EBITDA margin
(31 March 2020: 22.1%)
Culminating with the IPO in February, this year has been
transformative for Foresight. Despite the challenges of the
COVID-19 pandemic, the business performed resiliently, with AUM,
revenue and Core EBITDA all growing year-on-year.
KPIs
31 March 31 March
2021 2020
------------------------------------ -------- --------
Year-end AUM (GBPm) 7,193 4,519
Year-end FUM (GBPm) 5,132 3,638
Average AUM (GBPm) 6,547 4,063
Average FUM (GBPm) 4,691 3,166
Total revenue (GBPk) 69,098 57,253
Recurring revenue (GBPk) 62,379 48,882
Recurring revenue/total revenue (%) 90.3% 85.4%
Core EBITDA (GBPk) 23,910 12,649
Core EBITDA margin (%) 34.6% 22.1%
------------------------------------ -------- --------
The Group feels that Core (underlying) EBITDA is the main
profitability comparator used within the asset management market.
Whilst the Group appreciates that APMs are not considered to be a
substitute for or superior to IFRS measures, we believe the
selected use of these provides stakeholders with additional
information which will assist in the understanding of the
business.
IPO
The primary reasons for the IPO were to enhance the Group's
profile, thus strengthening the fundraising performance of the
Group; provide additional capital for further acquisitions; enable
existing shareholders to realise part of their investment; and
enable employees to share in the future success of the Group.
As a result of the IPO, 108,333,333 shares were listed on the
Main Market of the London Stock Exchange, of which 8,333,333 were
new shares generating gross proceeds of GBP35 million.
Further details about the share capital and wider Group
reorganisation can be found in the IPO Prospectus.
During the IPO process we highlighted four areas of focus:
(1) AUM/FUM growth
(2) Emphasis on recurring revenues
(3) Medium-term Core EBITDA margin under IFRS of 43%
(4) A progressive dividend policy
Each of these areas are covered in my report in turn.
Assets Under Management ("AUM")
AUM grew significantly year-on-year, from GBP4.5 billion at the
start of the year to GBP7.2 billion as at 31 March 2021. This was
partly due to the acquisition of the Pensions Infrastructure
Platform ("PiP") in August 2020, which added GBP1.7 billion to the
overall figure, but there was also strong organic growth,
particularly from our OEIC products, where a combination of net
inflows and NAV growth saw their FUM grow from GBP0.6 billion to
GBP1.1 billion over the year.
Net inflows
Our Retail Sales Team (distributing our VCT, EIS, BR and OEIC
products) had its second most successful year ever for fundraising,
with total net inflows of GBP0.6 billion. This was a considerable
achievement given the wider economic environment, demonstrating
strong investor appetite for our products.
Turning to the Institutional funds, in addition to the PiP
acquisition, we completed a further close on our Foresight Energy
Infrastructure Partners ("FEIP") fund of EUR89 million, together
with EUR170 million of co-investment from new investors on the
Skaftåsen project, a Swedish greenfield wind farm within that
fund.
Post--year end we have already announced a further interim close
on our FEIP fund of c.EUR285 million of new commitments, taking
that fund to EUR716 million, with a total capital pool of EUR886
million once the co-investments are included. On the Private Equity
side, post--year end we also announced the first close of our
Foresight Regional Investment Fund III at GBP65 million, further
strengthening Foresight's regional Private Equity strategy of
addressing the gap for impact-focused equity investments in growing
SMEs.
Summary Statement of Comprehensive Income
31 March 31 March
2021 2020
GBP000 GBP000
------------------------------------------------------------ -------- --------
Revenue 69,098 57,253
Cost of sales (4,639) (4,389)
------------------------------------------------------------ -------- --------
Gross profit 64,459 52,864
Expenses(1) (40,767) (40,238)
Share of post-tax profits of equity accounted joint venture 26 235
Fair value movements 192 (147)
Performance fee - (65)
------------------------------------------------------------ -------- --------
Core EBITDA(2) 23,910 12,649
Non-operational staff costs (3,186) (1,124)
Non-operational legal costs (2,744) (1,870)
Other operating income 394 795
Performance fees - 65
Financing costs (707) (694)
Depreciation and amortisation (2,305) (7,801)
Tax (481) (53)
Profit on discontinued operations, net of tax - 54,275
------------------------------------------------------------ -------- --------
Total comprehensive income 14,881 56,242
------------------------------------------------------------ -------- --------
1. Includes foreign exchange on translation of overseas
subsidiaries included in other comprehensive income.
2. The Group uses Core EBITDA to assess the financial
performance of the business. This measure is a non-IFRS measure
because it excludes amounts that are included in the most directly
comparable measure calculated and presented in accordance with
IFRS. The specific items excluded from Core EBITDA are
non-underlying items, which are defined as non-trading or one-off
items where the quantum, nature or volatility of such items are
considered by the Directors to otherwise distort the underlying
performance of the Group.
Segmental Core EBITDA is set out below:
31 March 31 March
2021 2020
GBP000 GBP000
--------------- -------- --------
Infrastructure 17,202 6,917
Private Equity 6,708 5,733
--------------- -------- --------
23,910 12,649
--------------- -------- --------
Revenue
31 March 31 March
2021 2020
GBP000 GBP000
----------------- -------- --------
Management fees 50,245 35,550
Secretarial fees 9,828 11,485
Directors' fees 2,306 1,848
Marketing fees 2,841 4,307
Arrangement fees 3,858 3,998
Other fees 20 65
----------------- -------- --------
Total 69,098 57,253
----------------- -------- --------
Total revenue increased by 21% year-on-year to GBP69.1 million
(2020: GBP57.3 million) with recurring revenue increasing by 28% to
GBP62.4 million (2020: GBP48.9 million). In recent years the Group
has focused on moving away from one-off transaction-related fees to
a more recurring revenue model. This has continued in the current
year, with recurring revenues increasing to over 90%.
As a result of AUM growth, the largest increase year-on-year
came from management fees. The annualised impact of the JLEN
acquisition in July 2019, plus the PiP acquisition in August 2020,
contributed c.GBP3.1 million to the increase. In addition, there
was the impact of a full year of revenue from FEIP (c.GBP1.2
million), while the growth in the OEICs contributed to an increase
of GBP3.1 million. The largest movement in management fees related
to our ITS fund where achievement of the performance hurdle saw an
increase in management fees of c.GBP7.2 million year-on-year. The
fee was restructured towards the end of the financial year,
reducing the dependence of the management fee on a performance
hurdle (with the overall percentage fee being reduced).
Marketing fees are initial fees recognised as a percentage of
funds raised on the tax-based retail products. The reduction
year-on-year reflected challenges faced as a result of the COVID-19
pandemic. More than 95% of investment into our tax--based retail
products is through intermediaries, principally following
face-to--face meetings with their clients. As a result of the
pandemic, our Retail Sales Team was not able to conduct such
face--to--face meetings, impacting this revenue stream. However,
once lockdown restrictions were lifted, we experienced a
significant increase in activity in this area with net retail
inflows in the final quarter of the year being approximately double
those experienced in the second and third quarters.
Cost of sales
Cost of sales comprise insurance costs associated with our
Accelerated ITS ("AITS") product and "authorised corporate
director" costs payable to a third party in relation to our OEIC
products. The increase year-on-year reflects growth in our OEIC
products and was offset slightly by lower AITS insurance costs as a
result of the lower marketing fees referred to above.
Expenses
31 March 31 March
2021 2020
GBP000 GBP000
----------------------- -------- --------
Staff costs 30,564 28,309
Administration costs 4,715 3,814
Legal and professional 3,297 3,584
Office costs 1,936 1,751
Travel 20 1,035
Entertaining 81 493
Bad debt 112 1,198
Foreign exchange(1) 42 55
Other - (1)
----------------------- -------- --------
Total 40,767 40,238
----------------------- -------- --------
1. Includes foreign exchange on translation of overseas
subsidiaries included in other comprehensive income.
Year-on-year, the overall cost base increased only marginally,
reflecting investment made in the back office functions over recent
years, which will allow margins to improve as the business scales
up going forward. There were also cost savings relating to the
current pandemic (e.g. lower travel and entertaining expenditure),
and in addition, FY20 included some large one-off bad debt
write-offs.
The increase in administration costs principally related to an
increased irrecoverable VAT charge. As with most financial services
businesses, we are not able to recover all the VAT on our purchases
because some of our revenue streams are VAT exempt. The increase in
our OEIC business over recent years has led to this becoming a
larger expense due to those management fees being VAT exempt.
The largest element of our cost base is our staff costs. These
increased by 8% year-on-year to GBP30.6 million (2020: GBP28.3
million), partly due to the annualised impact of hires part way
through FY20 crystallising a full-year charge in FY21 (e.g. the 14
staff from JLEN who started with us in July 2019), plus the impact
of the annual pay review process and enhancement of the staff
benefits package (e.g. increased employer pension contributions).
Staff numbers year-on-year stayed broadly level, with 234.4 FTE at
31 March 2021, an increase of only 0.4 on the prior year end,
despite the significant growth of the business.
Core EBITDA
The Group uses Core EBITDA as one of its key metrics to measure
performance because it views this as the closest profitability
number comparable to the Group's recurring revenue model (i.e. a
cash profit number after stripping out any one--offs, both positive
and negative).
Core EBITDA increased by 89% to GBP23.9 million for the year
ended 31 March 2021 (2020: GBP12.6 million). Core EBITDA margin
improved to 34.6% (2020: 22.1%) reflecting the increased
operational leverage seen across the business as a result of
focusing on fewer larger-sized transactions and optimisation of our
back office and support functions. The cost base is readily
scalable and the low capital intensity of our business model and
investment platform should result in further margin
improvements.
The Group has concluded that the following are non-underlying
items for the purposes of calculating Core EBITDA:
-- Non-operational staff costs
-- Distributions made to members classified as remuneration expenses
under IFRS have been added back as these are considered to be
equity transactions for the purposes of calculating Core EBITDA.
These expenses were related to distribution of the Group profit
pre-IPO. They were also variable as they were dependent on Group
profit and also the timing of when the distributions were made
These payments were larger in FY21 as they related to pre-IPO profit share for FY21,
plus an element of the profit share still owed from FY20.
-- Non-operational legal costs
-- Costs related to one-off transactions (e.g. professional fees
and other costs incurred in preparing the Group for IPO) and
therefore not considered to be related to the Group's ongoing
business operations
-- Redundancy costs relating to a planned restructuring of the
business, principally relating to a review and subsequent optimisation
of our back office functions
The FY21 figure relates to GBP2.3 million of IPO costs, GBP0.2 million of redundancy
costs and GBP0.2 million of legal transaction costs. The FY20 figure relates to an
element of IPO preparation costs, but also a non--contractual payment of GBP1.3 million
to Foresight's ITS product as a goodwill gesture to reimburse it for losses incurred
on an investment.
-- Other operating income
-- One-off operating income which is not expected to recur
In FY21, GBP46k related to grant income from the Coronavirus Job Retention Scheme,
with the remainder relating to development fees arising from the development of a
reserve power plant in Shirebrook, Derbyshire on behalf of the Foresight ITS product.
In FY20, all other operating income arose from Shirebrook development fees.
-- Performance fees
-- One-off fees considered to be non-recurring and non-core
Some small one-off performance fees were recognised in FY20 in relation to the successful
exits of four investments from a fund set up by a previous appointed representative
of the Group.
Depreciation and amortisation
The variance against the prior year largely relates to the
write-off of the intangible asset recognised upon the acquisition
of JLEN in August 2019.
Tax
Historically, the taxation on profits earned by the Group was
generally the personal liability of the members of Foresight Group
LLP, where the majority of the Group's profits are generated.
Following the IPO, more of the Group's profits will be subject to
corporation tax, as demonstrated by the charge recognised in
FY21.
Profit on discontinued operations, net of tax
During FY20, the Group disposed of one of its non-core business
activities (Foresight Metering Management Limited, a smart metering
business) for a significant profit.
Summary Statement of Financial Position
31 March 31 March
2021 2020
GBP000 GBP000
--------------------------------------------------------- -------- --------
Assets
Property, plant and equipment 3,012 3,905
Right-of-use assets 9,120 10,346
Intangible assets 3,012 272
Investments 2,326 1,468
Deferred tax asset 977 20
Trade and other receivables 20,718 15,834
Cash and cash equivalents 39,431 13,002
Net assets of disposal group classified as held for sale 64 882
--------------------------------------------------------- -------- --------
Total assets 78,660 45,729
--------------------------------------------------------- -------- --------
Liabilities
Trade and other payables (20,939) (16,398)
Loans and borrowings (4,324) -
Lease liabilities (12,019) (13,498)
Deferred tax liability (1,581) -
--------------------------------------------------------- -------- --------
Total liabilities (38,863) (29,896)
--------------------------------------------------------- -------- --------
Net assets 39,797 15,833
--------------------------------------------------------- -------- --------
Property, plant and equipment
Reflect the fixtures and fittings across our offices. The
movement in the year reflects the depreciation charge and disposal
of a property in Sevenoaks.
Right-of-use assets
Relate to the IFRS 16 accounting treatment for our office
leases. The movement in the year reflects the depreciation charge,
offset by an increase in the asset in relation to our new office in
Madrid.
Intangible assets
Comprises capitalised software development costs and other
intangibles recognised in relation to the management contract
acquired as part of the PiP acquisition in August 2020.
Investments
Contains the Group's co-investment positions across our LP
funds, plus investments in joint ventures. The movement in the year
has been driven by deployment across our LP funds and is broken
down as follows:
31 March 31 March
2021 2020
GBP000 GBP000
----------------------------------------- -------- --------
Investment in securities
Foresight Energy Infrastructure Partners 423 94
Italian Green Bond Fund 355 123
Foresight Regional Investment Fund 344 347
Foresight VCT portfolio companies 296 182
Foresight Nottingham Fund 264 228
Midlands Engine Investment Fund 223 143
Foresight Regional Investment Fund II 76 25
Northern Ireland Opportunities Fund 23 14
Foresight Environmental Fund 13 29
Other 58 48
----------------------------------------- -------- --------
Investment in joint ventures
FV Solar Lab JV 251 235
----------------------------------------- -------- --------
Total investments 2,326 1,468
----------------------------------------- -------- --------
Deferred tax asset
Following a review of the available losses in our Australian
business and the projected business plan going forward, a deferred
tax asset has been recognised in FY21.
Trade and other receivables
The increase year-on-year is due to the timing of cash receipts
and principally driven by the management fee from the ITS fund
which was owed at year end (in FY20, no management fee was
recognised, as previously noted).
Cash and cash equivalents
The year-end balance was bolstered by the primary funds raised
from the IPO, in addition to positive cash generation from a strong
trading performance.
Trade and other payables
The increase year-on-year is principally driven by an increase
in the capital contributions from members of Foresight Group LLP
following the IPO; an increase to the staff bonus accrual; and an
increased VAT creditor as a result of a repayment plan agreed with
HMRC as part of the support offered during the COVID-19
pandemic.
Loans and borrowings
The increase year-on-year is a result of the founder loans taken
on as part of the consideration for the PiP acquisition in August
2020.
Lease liabilities
This relates to the liabilities arising from IFRS 16 Lease
accounting. The year-on-year decrease is as a result of lease
repayments offset by an increase in liability in relation to our
new office in Madrid.
Deferred tax liability
A new deferred tax liability has been recognised in the year.
This is in relation to the intangible asset recognised on the PiP
acquisition, plus the corporation tax payable in the future as a
result of the restructuring of the Group as part of the IPO.
Dividends
During the IPO process, we stated the intent to target a
progressive dividend policy, increasing from 50% to 60%. However as
noted in the Executive Chairman's statement on page 9, the Board
has decided to increase the dividend payout ratio to 60% with
immediate effect. The Board has recommended a final dividend
payment of 1.7 pence per share. If approved by Shareholders, the
dividend will be paid on 24 September 2021 based on an ex--dividend
date of 9 September 2021, with a record date of 10 September
2021.
Going concern
The financial statements have been prepared on a going concern
basis. In adopting this basis, the Directors have reviewed the
financial processes and controls embedded across the business and
examined the three--year plan. They have considered the business
activities as set out on pages 91 to 93, and the principal risks
and uncertainties disclosed within this report on pages 76 to 78,
and concluded that the adoption of a going concern basis, covering
a period of at least 12 months from the date of this report, is
appropriate.
Gary Fraser
Chief Financial Officer
26 July 2021
FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEARED 31 MARCH 2021
31 March 31 March
2021 2020
Note GBP000 GBP000
----------------------------------------------------------------------------- ---- -------- --------
Revenue 4 69,098 57,253
Cost of sales (4,639) (4,389)
----------------------------------------------------------------------------- ---- -------- --------
Gross profit 64,459 52,864
Administrative expenses 6 (48,709) (51,254)
Other operating income 8 394 795
----------------------------------------------------------------------------- ---- -------- --------
Operating profit 16,144 2,405
Finance income 10 3 1
Finance expense 10 (710) (695)
Fair value gains/(losses) on investments 15 192 (147)
Share of post-tax profits of equity accounted joint venture 16 26 235
----------------------------------------------------------------------------- ---- -------- --------
Profit on ordinary activities before taxation 15,655 1,799
Tax on profit on ordinary activities 11 (481) (53)
----------------------------------------------------------------------------- ---- -------- --------
Profit from continuing operations 15,174 1,746
Profit on discontinued operations, net of tax 30 - 54,275
----------------------------------------------------------------------------- ---- -------- --------
Profit 15,174 56,021
Other comprehensive income
Items that will or may be reclassified to profit or loss:
Translation differences on foreign subsidiaries (293) 221
----------------------------------------------------------------------------- ---- -------- --------
Total comprehensive income 14,881 56,242
----------------------------------------------------------------------------- ---- -------- --------
Earnings per share attributable to the ordinary equity holders of the parent
Profit or loss
Basic (GBP) 28 0.15 0.59
----------------------------------------------------------------------------- ---- -------- --------
Diluted (GBP) 28 0.15 0.59
----------------------------------------------------------------------------- ---- -------- --------
Profit or loss from continuing operations
Basic (GBP) 28 0.15 0.02
Diluted (GBP) 28 0.15 0.02
----------------------------------------------------------------------------- ---- -------- --------
The notes on pages 120 to 163 form part of this financial
information.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2021
31 March 31 March 1 April
2021 2020 2019
Note GBP000 GBP000 GBP000
-------------------------------------- ---- -------- -------- ---------
Non-current assets
Property, plant and equipment 13 3,012 3,905 3,865
Right-of-use assets 21 9,120 10,346 10,627
Intangible assets 14 3,012 272 471
Investments at FVTPL 15 2,075 1,233 1,206
Investments in equity accounted joint
ventures 16 251 235 -
Deferred tax asset 22 977 20 -
-------------------------------------- ---- -------- -------- ---------
18,447 16,011 16,169
-------------------------------------- ---- -------- -------- ---------
Current assets
Trade and other receivables 17 20,718 15,834 13,828
Cash and cash equivalents 18 39,431 13,002 10,067
-------------------------------------- ---- -------- -------- ---------
60,149 28,836 23,895
Assets of disposal group classified
as held for sale 31 65 891 100,737
Current liabilities
Trade and other payables 19 (20,644) (16,398) (12,176)
Loans and borrowings 23 (688) - -
Lease liabilities 21 (2,157) (1,945) (1,495)
-------------------------------------- ---- -------- -------- ---------
(23,489) (18,343) (13,671)
Liabilities directly associated with
assets in disposal groups classified
as held for sale 31 (1) (9) (108,797)
Net current assets 36,724 11,375 2,164
Non-current liabilities
Loans and borrowings 23 (3,636) - -
Lease liabilities 21 (9,862) (11,553) (12,097)
Accruals 20 (295) - -
Deferred tax liability 22 (1,581) - -
-------------------------------------- ---- -------- -------- ---------
(15,374) (11,553) (12,097)
-------------------------------------- ---- -------- -------- ---------
Net assets 39,797 15,833 6,236
-------------------------------------- ---- -------- -------- ---------
Equity
Share capital 25 - 1 1
Share premium 25 32,040 - -
Share-based payment reserve 25 - 101 1,510
Group reorganisation reserve 25 30 30 30
Retained earnings 25 7,727 15,701 4,695
-------------------------------------- ---- -------- -------- ---------
Total equity 39,797 15,833 6,236
-------------------------------------- ---- -------- -------- ---------
The notes on pages 120 to 163 form part of this financial
information.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 31 MARCH 2021
Share-based Group re-
Share Share payment organisation Retained Total
capital premium reserve reserve earnings equity
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
----------------------------------------------------- ------- ------- ----------- ------------ -------- --------
Balance at 1 April 2019 1 - 1,510 30 4,695 6,236
Net profit year ended 31 March 2020 - - - - 56,021 56,021
Other comprehensive income 221 221
Contributions by and distributions to owners
Dividends and distributions to equity members - - - - (7,745) (7,745)
Share buyback (cancellation) - - - - (36,833) (36,833)
Share-based payments - - 349 - - 349
Transfer of share-based payments to retained earnings
on vesting of Foresight Plan - - (1,758) - 1,758 -
Premium on redemption of preference shares - - - - (2,416) (2,416)
----------------------------------------------------- ------- ------- ----------- ------------ -------- --------
Balance at 31 March 2020 1 - 101 30 15,701 15,833
----------------------------------------------------- ------- ------- ----------- ------------ -------- --------
Share-based Group re-
Share Share payment organisation Retained Total
capital premium reserve reserve earnings equity
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
----------------------------------------------------- ------- ------- ----------- ------------ -------- --------
Balance at 1 April 2020 1 - 101 30 15,701 15,833
Net profit year ended 31 March 2021 - - - - 15,174 15,174
Other comprehensive income (293) (293)
Contributions by and distributions to owners
Premium on issue of shares - 35,000 - - - 35,000
Share issue costs - (2,960) - - - (2,960)
Dividends and distributions to equity members - - - - (18,229) (18,229)
Share-based payments - - 35 - - 35
Share buyback (cancellation) - - - - (10) (10)
Transfer of share-based payments to retained earnings
on vesting of Foresight Plans - - (26) - 26 -
Transfer of share-based payments to retained earnings
on cessation of Foresight Plan - - (110) - 110 -
Premium on redemption of preference shares - - - - (4,752) (4,752)
Redemption of preference shares (1) - - - - (1)
----------------------------------------------------- ------- ------- ----------- ------------ -------- --------
Balance at 31 March 2021 - 32,040 - 30 7,727 39,797
----------------------------------------------------- ------- ------- ----------- ------------ -------- --------
The notes on pages 122 to 163 form part of this financial
information.
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEARED 31 MARCH 2021
31 March 31 March
2021 2020
Note GBP000 GBP000
---------------------------------------------------------------------- ---- -------- --------
Cash generated from operations 17,268 13,032
Tax paid (174) (1)
Bank interest paid 10 (7) (3)
Interest on ROU lease liabilities 10 (621) (692)
---------------------------------------------------------------------- ---- -------- --------
Net cash from operating activities 16,466 12,336
---------------------------------------------------------------------- ---- -------- --------
Cash flows from investing activities
Acquisition of property, plant and equipment 13 (141) (744)
Acquisition of intangible assets 14 (48) (5,266)
Acquisition of investments at FVTPL 15 (881) (381)
Sale of investments 230 61
Proceeds on disposal of fixed assets 450 1
Interest received 10 3 1
Proceeds on disposal of Group entities 30 819 45,333
Acquisition of subsidiaries 29 2,348 -
---------------------------------------------------------------------- ---- -------- --------
Net cash from investing activities 2,780 39,005
---------------------------------------------------------------------- ---- -------- --------
Cash flows from financing activities
Dividends and distributions to equity members 12 (18,229) (7,745)
Share buyback 12 (10) (36,833)
Shareholder loan (repaid)/advanced (750) 750
FGLLP members' capital contributions 1,455 -
Redemption and premium on redemption of preference shares 12 (4,753) (2,416)
Repayment of lease liabilities (principal) 21 (2,570) (2,162)
Gross proceeds of IPO share issue 25 35,000 -
Costs of IPO share issue 25 (2,960) -
---------------------------------------------------------------------- ---- -------- --------
Net cash from financing activities 7,183 (48,406)
---------------------------------------------------------------------- ---- -------- --------
Net increase/(decrease) in cash and cash equivalents 26,429 2,935
Cash and cash equivalents at 1 April 13,002 10,067
---------------------------------------------------------------------- ---- -------- --------
Cash and cash equivalents at 31 March 18 39,431 13,002
---------------------------------------------------------------------- ---- -------- --------
Reconciliation of profit before tax to cash generated from operations
Profit before taxation 15,655 1,799
Profit from share in joint venture (26) (235)
Fair value gains on investments (192) 147
Finance costs 710 695
Finance income (3) (1)
Share-based payment 35 349
Depreciation and amortisation 2,648 5,819
Impairment charge - 1,982
Loss/(profit) on disposal of fixed assets (170) (1)
Gain on bargain purchase (174) -
Foreign currency (gains)/losses (295) 245
(Increase)/decrease in trade receivables (4,507) (1,859)
Increase/(decrease) in trade payables 3,587 4,092
---------------------------------------------------------------------- ---- -------- --------
Total 17,268 13,032
---------------------------------------------------------------------- ---- -------- --------
The notes on pages 120 to 163 form part of this financial
information.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 MARCH 2021
1. Corporate information
The consolidated financial statements of Foresight Group
Holdings Limited (the "Company") and its subsidiaries
(collectively, the "Group") for the year ended 31 March 2021 were
authorised for issue in accordance with a resolution of the
Directors on 26 July 2021. The Company is a public limited company
incorporated and domiciled in Guernsey and whose shares are
publicly traded on the Main Market of the London Stock Exchange.
The registered office is located at Ground Floor, Dorey Court,
Admiral Park, St Peter Port, Guernsey GY1 2HT. The consolidated
financial statements (the "Group accounts") comprise the financial
statements of the Company and its subsidiaries.
The Group is principally involved in the provision of the
management of infrastructure assets and private equity investments
on behalf of both institutional and retail investors using
ESG-oriented strategies.
2. Basis of preparation
The Group accounts have been prepared in accordance with
International Financial Reporting Standards (IFRS) as adopted by
the European Union.
The Company has taken advantage of the exemption in section 244
of the Companies (Guernsey) Law, 2008 (as amended) not to present
its own individual financial statements or related notes.
The Group did not implement the requirements of any other
standards or interpretations that were in issue; these were not
required to be adopted by the Group for the year ended 31 March
2021. No other standards or interpretations have been issued that
are expected to have a material impact on the Group's financial
statements.
No reconciliation under IFRS 1.24 has been prepared as no
previous consolidated financial statements have been prepared or
reported. The comparatives in these financial statements are
therefore not audited (IFRS 1.28)
Key accounting principles
The following summarises the key accounting and other principles
applied in preparing the financial statements:
The Group has applied IFRS for the first time from 1 April 2019.
The basis of preparation of the Group accounts, which are the first
consolidated financial statements of the Group, is consistent with
the principles of IFRS 1 First-time Adoption of International
Financial Reporting Standards. The Group has prepared the Group
accounts using accounting policies which are compliant with IFRS.
These accounting policies have been disclosed under significant
accounting policies.
In preparing the Group accounts consistent with the principles
of IFRS 1, the Group has applied the full retrospective application
of IFRS 16. Accordingly, the date of initial application of IFRS 16
Leases in the Group accounts is 1 April 2019. The Group has also
applied the exemptions in IFRS 1 D9(D) (b), (c) and (d).
The Group has also applied the following exemptions in preparing the Group accounts:
Cumulative translation differences for all foreign operations have
-- been set to zero at 1 April 2019 (IFRS 1 D13 a)
The consolidated financial statements have been prepared on a
historical cost basis, except for investments that have been
measured at fair value.
The financial information is presented in sterling, which is the
Company's functional currency. All information is given to the
nearest thousand (except where specified otherwise).
Basis of consolidation
The consolidated financial statements comprise the financial
statements of the Company and its subsidiaries as at 31 March 2021.
Control is achieved when the Group is exposed, or has rights, to
variable returns from its involvement with the investee and has the
ability to affect those returns through its power over the
investee. Specifically, the Group controls an investee if, and only
if, the Group has:
Power over the investee (i.e. existing rights that give it the current
-- ability to direct the relevant activities of the investee)
Exposure, or rights, to variable returns from its involvement with
-- the investee
-- The ability to use its power over the investee to affect its returns
Generally, there is a presumption that a majority of voting
rights results in control. To support this presumption and when the
Group has less than a majority of the voting or similar rights of
an investee, the Group considers all relevant facts and
circumstances in assessing whether it has power over an investee,
including:
The contractual arrangement(s) with the other vote holders of the
-- investee
-- Rights arising from other contractual arrangements
-- The Group's voting rights and potential voting rights
The Group re-assesses whether or not it controls an investee if
facts and circumstances indicate that there are changes to one or
more of the three elements of control. Consolidation of a
subsidiary begins when the Group obtains control over the
subsidiary and ceases when the Group loses control of the
subsidiary. Assets, liabilities, income and expenses of a
subsidiary acquired or disposed of during the year are included in
the consolidated financial statements from the date the Group gains
control until the date the Group ceases to control the
subsidiary.
Profit or loss and each component of other comprehensive income
("OCI") are attributed to the equity holders of the parent of the
Group. When necessary, adjustments are made to the financial
statements of subsidiaries to bring their accounting policies in
line with the Group's accounting policies. All intra-group assets
and liabilities, equity, income, expenses and cash flows relating
to transactions between members of the Group are eliminated in full
on consolidation.
A change in the ownership interest of a subsidiary, without a
loss of control, is accounted for as an equity transaction.
If the Group loses control over a subsidiary, it derecognises
the related assets (including goodwill), liabilities,
non--controlling interest and other components of equity, while any
resultant gain or loss is recognised in profit or loss. Any
investment retained is recognised at fair value.
3. Accounting policies
This section sets out the accounting policies of the Group that
relate to the financial statements. Where an accounting policy is
specific to one note, the policy is described in the note to which
it relates.
The accounting policies set out in the sections below have been
applied consistently to all periods presented within the financial
information and have been applied consistently by all
subsidiaries.
This section also details new accounting standards that have
been endorsed in the period and have either become effective for
the financial period beginning on 1 April 2020 or will become
effective in later periods.
New standards, interpretations and amendments adopted from 1
April 2020
New standards impacting the Group that have been adopted in the
annual financial statements for the year ended 31 March 2021
are:
-- Definition of a Business (Amendments to IFRS 3)
Amendments to IFRS 3 were mandatorily effective for reporting
periods beginning on or after 1 January 2020. The Group has applied
the revised definition of a business for acquisitions occurring on
or after 1 January 2020 in determining whether an acquisition is
accounted for in accordance with IFRS 3 Business Combinations. The
amendments do not permit the Group to reassess whether acquisitions
occurring prior to 1 January 2020 met the revised definition of a
business. See note 29 for disclosures relating to the Group's
business combination occurring during the year ended 31 March
2021.
New standards that have been adopted in the annual financial
statements for the year ended 31 March 2021, but have not had a
significant effect on the Group are:
-- IAS 1 Presentation of Financial Statements and IAS 8 Accounting
Policies, Changes in Accounting Estimates and Errors (Amendment
- Disclosure Initiative - Definition of Material)
-- Revisions to the Conceptual Framework for Financial Reporting
New standards not yet implemented
At the date of these accounts, the following standards and
interpretations which have not been applied in this financial
information were in issue but not yet effective:
-- Interest Rate Benchmark Reform - IBOR "phase 2" (Amendments to IFRS
9, IAS 39 and IFRS 7) - date of implementation is accounting periods
starting on or after 1 January 2021
-- COVID-19-Related Rent Concessions (Amendments to IFRS 16) - date of
implementation is accounting periods starting on or after 1 June 2020
The Group has performed a preliminary assessment of the impact
of adopting the standards above and concluded that adopting them
would not result in any adjustments to the reported financial
results or financial position of the Group.
Going concern
These financial statements have been prepared on the going
concern basis.
The Directors of the Group have considered the resilience of the
Group, taking into account its current financial position and the
principal and emerging risks facing the business, including the
impact of COVID-19 on global markets and potential implications for
the Group's financial performance. The Board reviewed the Group's
cash flow forecasts and trading budgets for a period of at least 12
months from the date of approval of these accounts, and concluded
that, taking into account plausible downside scenarios that could
reasonably be anticipated, the Group will have sufficient funds to
pay its liabilities as they fall due for that period. Taking into
consideration the impact of COVID-19 on the wider economic
environment, the forecasts have been stress tested to ensure that a
robust assessment of the Group's working capital and cash
requirements has been performed. The stress test scenarios adopted
involved severe but plausible downside scenarios with respect to
the Group's trading performance. Any mitigating actions available
to protect working capital and strengthen the balance sheet,
including deferring non-essential capital expenditure and increased
cost control, were also taken into account.
In considering the above, the Directors have formed the view
that the Group will generate sufficient cash to meet its ongoing
liabilities as they fall due for at least the next 12 months;
accordingly, the going concern basis of preparation has been
adopted.
A. Revenue
IFRS 15 establishes a comprehensive framework for determining
whether, how much and when revenue is recognised. The core
principle of IFRS 15 is that an entity should recognise revenue to
depict the transfer of promised goods or services to customers in
an amount that reflects the consideration to which the entity
expects to be entitled in exchange for those goods or services.
The Group's revenue is measured based on the consideration
specified in a contract with a customer and excludes amounts
collected on behalf of third parties. Revenue represents the fair
value of the consideration receivable in respect of services
provided during the period, exclusive of value added taxes.
A contract with a customer is recognised when a contract is
legally enforceable by the Group; this will be prior to the
commencement of work for a customer and therefore before any
revenue is recognised by the Group. Performance obligations are
identified on a contract--by--contract basis; where contracts are
entered into at the same time with the same customer at differing
rates, these may be considered a single contract for the purposes
of revenue recognition.
The Group does not provide extended payment terms on its
services and therefore no significant financing components are
identified by the Group (settlement terms are normally 30 days
payment or less). Revenue is only recognised on contingent matters
from the point at which it is highly probable that a significant
reversal in the amount of cumulative revenue recognised will not
occur.
The principal components of revenue comprise management fees,
secretarial fees, directors' fees, marketing fees, arrangement fees
and performance incentive fees.
Management fees and most secretarial fees are generally based on
a percentage of fund Net Asset Value ("NAV") or committed capital
as defined in the funds' Prospectus and/or offering documents, with
some secretarial fees being at an agreed fixed rate. Directors'
fees are based on a specified fixed fee agreed with the
customer.
Management, secretarial and Directors' fees are recognised over
time to the extent that it is probable that there will be economic
benefit and income can be reliably measured. This revenue is
recognised over time on the basis that the customer simultaneously
receives and consumes the economic benefits of the provided asset
as the Group performs its obligations.
Marketing fees are based on a rate agreed with the customer and
recognised at the point in time when the related funds have been
allotted.
Arrangement and advisory fees are based on a set rate agreed
with the customer and recognised at the point in time when the
related service obligations have been achieved.
Performance incentive fees are based on the returns achieved
over a predetermined threshold as defined in the funds' Prospectus
or offering documents and are recognised only at the point in time
when management have certainty as to the receipt of such revenue,
such that it is highly probable that a significant reversal in the
amount of revenue recognised will not occur.
Other fees are based on the contract agreed before services are
provided and are recognised in line with the delivery of the
services provided.
B. Taxation
The tax expense represents the current tax relating to the
corporate subsidiaries. The current tax expense is based on taxable
profits of these companies for the year. Taxable profit differs
from net profit as reported in the Statement of Comprehensive
Income because it excludes items of income or expense that are
taxable or deductible in other years and it further excludes items
that are never taxable or deductible.
The current tax liability is calculated using tax rates that
have been enacted or substantively enacted by the balance sheet
date.
A provision is recognised for those matters for which the tax
determination is uncertain, but it is considered probable that
there will be a future outflow of funds to a tax authority. The
provisions are measured at the best estimate of the amount expected
to become payable. The assessment is based on the judgement of tax
professionals within the Group supported by previous experience in
respect of such activities and in certain cases based on specialist
independent tax advice.
Current tax assets and liabilities are offset only when there is
a legally enforceable right to set off the amounts and the Group
intends to either settle on a net basis or realise the asset and
settle the liability simultaneously.
Deferred tax is recognised on differences between the carrying
amounts of assets and liabilities in the financial statements and
the corresponding tax bases used in the computation of taxable
profit and is accounted for using the balance sheet liability
method. Deferred tax liabilities are generally recognised for all
taxable temporary differences and a deferred tax asset is
recognised when it is considered recoverable and therefore
recognised only when, on the basis of all available evidence, it
can be regarded as probable that there will be suitable taxable
profits against which to recover carried forward tax losses and
from which the future reversal of underlying temporary differences
can be deducted.
Deferred tax assets and liabilities are measured at the tax
rates that are expected to apply in the year when the asset is
realised or the liability is settled, based on tax rates (and tax
laws) that have been enacted or substantively enacted at the
reporting date.
C. Financial instruments
(i) Trade and other receivables/trade and other payables
Trade and other receivables are recognised initially at
transaction price less attributable transaction costs. Trade and
other payables are recognised initially at transaction price plus
attributable transaction costs. Subsequent to initial recognition
they are measured at amortised cost using the effective interest
method, less any impairment losses in the case of trade
receivables. For trade debtors this is because they meet the
criteria set out under IFRS 9, being assets held under within a
business model that give rise to contractual cash flows and are
solely payments of principal and interest ("SPPI"). Trade debtors
are less any impairment losses. If the arrangement constitutes a
financing transaction, for example if payment is deferred beyond
normal business terms, then it is measured at the present value of
future payments discounted at a market rate of interest for a
similar debt instrument.
The Group applies the IFRS 9 simplified approach to measuring
expected credit losses. The expected credit losses are estimated
using a provision matrix by reference to past default experience
and an analysis of the debtor's current financial position,
adjusted for factors that are specific to the debtor, general
economic conditions of the industry and an assessment of both the
current as well as the forecast direction of conditions at the
reporting date. This encompasses trade debtors and balances within
other debtors such as recharges yet to be invoiced to funds and
investee companies.
Additionally, when a trade receivable is credit impaired, it is
written off against trade receivables and the amount of the loss is
recognised in the income statement. Subsequent recoveries of
amounts previously written-off are credited to the income
statement. In line with the Group's historical experience, and
after consideration of current credit exposures, the Group does not
expect to incur any credit losses and has not recognised any ECLs
in the current year (2020: GBPnil).
(ii) Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and on-demand
deposits, and other short-term highly liquid investments that are
readily convertible to a known amount of cash and are subject to an
insignificant risk of changes in value.
Amortised cost
The amortised cost of a financial asset or financial liability
is the amount at which the financial asset or financial liability
is measured at initial recognition, minus principal repayments,
plus or minus the cumulative amortisation using the effective
interest method of any difference between the initial amount
recognised and the maturity amount, minus any reduction for
impairment.
Derecognition
The Group derecognises a financial asset when the contractual
rights to the cash flows from the asset expire, or it transfers the
rights to receive the contractual cash flows in a transaction in
which substantially all of the risks and rewards of ownership of
the financial asset are transferred or in which the Company neither
transfers nor retains substantially all of the risks and rewards of
ownership and does not retain control of the financial asset. On
derecognition of a financial asset, the difference between the
carrying amount of the asset (or the carrying amount allocated to
the portion of the asset that is derecognised) and the
consideration received (including any new asset obtained less any
new liability assumed) is recognised in profit and loss in the
Statement of Comprehensive Income. Any interest in such transferred
financial assets that is created or retained by the Company is
recognised as a separate asset or liability. The Company
derecognises a financial liability when its contractual obligations
are discharged or cancelled, or expire.
D. Investments
Investments comprise holdings in subsidiaries, unlisted
investments and a 50% holding in a joint venture.
Valuation
Unlisted investments are recognised initially at fair value,
which is normally the transaction price. Subsequent to initial
recognition, unlisted investments are measured at fair value with
changes recognised in profit and loss in the Statement of
Comprehensive Income. Fair value is calculated as the percentage of
the underlying fund to which the investment relates.
Business combinations
The acquisition of subsidiaries is accounted for using the
purchase method. The cost of the acquisition is measured as the
aggregate of the fair values, at the date of exchange, of assets
given, liabilities incurred or assumed, and equity instruments
issued by the Group in exchange for control of the acquiree, plus
any costs directly attributable to the business combination. The
acquiree's identifiable assets, liabilities and contingent
liabilities that meet the conditions for recognition under IFRS 3
are recognised at their fair value at the acquisition date.
Joint ventures
Joint ventures are accounted for using the equity method, where
the Group's share of post--acquisition profits and losses and other
comprehensive income is recognised in the Group Statement of
Comprehensive Income.
Goodwill
Goodwill arising on consolidation represents the excess of the
cost of acquisition over the Group's interest in the fair value of
the identifiable assets and liabilities of a subsidiary, associate,
or jointly controlled entity at the date of acquisition. Goodwill
is initially recognised as an asset at cost assessed for impairment
at each reporting date and is subsequently measured at cost less
any accumulated impairment losses. Any gain on bargain purchase is
credited to administrative expenses in the Statement of
Comprehensive Income in the year such gain on bargain purchase
arises.
Any impairment is recognised immediately in profit or loss and
is not subsequently reversed. On disposal of a subsidiary,
associate or jointly controlled entity, the attributable amount of
goodwill is included in the determination of the profit or loss on
disposal.
E. Segmental reporting
Segment information is provided based on the operating segments
which are reviewed by the Executive Committee ("Exco"), which is
considered to be the Chief Operating Decision Maker. These
operating segments, which comprise Infrastructure and Private
Equity, are aggregated if they meet certain criteria. Segment
results include items directly attributable to a segment as well as
those that can be allocated on a reasonable basis. No disclosure is
made for net assets/liabilities as these are not reported by
segment to Exco.
F. Property, plant and equipment
Property, plant and equipment are stated at cost less
accumulated depreciation and any recognised impairment loss.
Depreciation is provided, where material, on all tangible fixed
assets at rates calculated to write off the cost or valuation, less
estimated residual value, of each asset evenly using a
straight-line method over its estimated useful life (charged
through administrative expenses) as follows:
Fixtures, fittings, property, plant and equipment:
-- Office equipment over ten years
-- Long leasehold flat over term of lease
-- Short leasehold property over term of lease
-- Motor vehicles over four years
-- Computer equipment over five years
The carrying values of items of property, plant and equipment
are reviewed for impairment when events or changes in circumstances
indicate that the carrying value may not be recoverable. The gain
or loss arising on the disposal or retirement of an asset is
determined as the difference between the sales proceeds and the
carrying amount of the asset and is recognised in income.
G. Intangible assets excluding goodwill
Other intangible assets comprise customer contracts (acquired)
and computer software (internally generated) which are stated at
cost less amortisation and any recognised impairment loss.
Intangible assets in respect of customer contracts (acquired)
arose from the acquisition of PiP Manager Limited and reflect the
fair value of the investment management contracts obtained, which
is equal to the present value of the earnings they are expected to
generate.
This is on the basis that it is probable that future economic
benefits attributable to the investment management contracts will
flow to the Group and the fair value of the intangible asset can be
measured reliably.
Computer software (internally generated) represents software
licences and development costs to bring software into use. Costs
associated with developing or maintaining computer software
programmes that do not meet the capitalisation criteria under IAS
38 are recognised as an expense as incurred.
Amortisation is provided, where material, on all intangible
fixed assets excluding goodwill at rates calculated to write off
the cost or valuation, less estimated residual value, of each asset
evenly using a straight-line method over its estimated useful life
(charged through administrative expenses) as follows:
-- Customer contracts over 20 years
-- Computer software over three to four years
The carrying values of customer contracts (acquired) and
computer software (internally generated) are reviewed for
impairment when events or changes in circumstances indicate that
the carrying value may not be recoverable. The gain or loss arising
on the disposal or retirement of an asset is determined as the
difference between the sales proceeds and the carrying amount of
the asset and is recognised in income.
Impairment of tangible and intangible assets excluding
goodwill
At each balance sheet date, the Group reviews the carrying
amounts of its tangible and intangible assets to determine whether
there is any indication that those assets have suffered an
impairment loss.
If any such indication exists, the recoverable amount of the
asset is estimated in order to determine the extent of the
impairment loss (if any). Where the asset does not generate cash
flows that are independent from other assets, the Group estimates
the recoverable amount of the cash--generating unit to which the
asset belongs. Recoverable amount is the higher of fair value less
costs to sell and value in use. An intangible asset with an
indefinite useful life is tested for impairment annually and
whenever there is an indication that the asset may be impaired.
If the recoverable amount of an asset is estimated to be less
than its carrying amount, the carrying amount of the asset is
reduced to its recoverable amount. An impairment loss is recognised
as an expense immediately, unless the relevant asset is carried at
a revalued amount, in which case the impairment loss is treated as
a revaluation decrease.
H. Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and on-demand
deposits, and other short-term highly liquid investments that are
readily convertible to a known amount of cash and are subject to an
insignificant risk of changes in value.
I. Borrowings
Borrowings are recognised initially at fair value, net of
transaction costs incurred. Borrowings are subsequently carried at
amortised cost; any difference between the proceeds (net of
transaction costs) and the redemption value is recognised in the
Statement of Comprehensive Income over the period of the borrowings
using the effective interest method.
Borrowings are de-recognised from the Statement of Financial
Position when the obligation specified in the contract is
discharged, is cancelled or expires.
The difference between the carrying amount of a financial
liability that has been extinguished or transferred to another
party and the consideration paid, including any non-cash assets
transferred or liabilities assumed, is recognised in profit or loss
as other operating income or finance costs.
Borrowings are classified as current liabilities unless the
Group has an unconditional right to defer settlement of the
liability for at least 12 months after the reporting period.
J. Employee benefits
Pension obligations
The Group operates several defined contribution plans. A defined
contribution plan is a pension plan under which the Group pays
fixed contributions to a third party. The Group has no legal or
constructive obligations to pay further contributions if the fund
does not hold sufficient assets to pay all employees the benefits
relating to employee service in the current and prior periods.
The Group has no further payment obligations once the
contributions have been paid. The contributions are recognised as
an employee benefit expense when they are due. Prepaid
contributions are recognised as an asset to the extent that a cash
refund or a reduction in the future payments is available.
Staff advances
Advances to staff (including Partners of Foresight Group LLP)
are accounted for as employee benefits under IAS 19. In line with
IAS 19, the advance is initially recognised as a financial asset
and then as an expense when services are provided, also taking into
account the contractual terms of the advances.
K. Provisions
A provision is recognised in the Statement of Financial Position
when the Group has a present legal or constructive obligation as a
result of a past event, and it is probable that an outflow of
economic benefits will be required to settle the obligation. If the
effect is material, provisions are determined by discounting the
expected future cash flows at a pre-tax rate that reflects current
market assessments of the time value of money and, when
appropriate, the risks specific to the liability. The increase in
the provision due to the passage of time is recognised in finance
costs.
L. Share capital
Ordinary Shares are classified as equity. Incremental costs
directly attributable to the issue of new shares are shown in share
premium as a deduction from the proceeds.
M. Dividends, redemptions and buybacks
Equity dividends are recognised when they become legally
payable. Interim dividends are recognised when they are paid. Final
equity dividends are recognised when approved by the Shareholders.
Redemptions of preference shares were recognised when approved by
the directors of Foresight Group CI Limited upon request from the
Shareholder. Share buybacks are recognised in equity when approved
by the Directors.
N. Leases
Leased assets
Applying IFRS 16, for all leases, the Group:
Recognises right-of-use assets and lease liabilities in the Consolidated Statement of Financial Position,
initially measured at the present
-- value of the future lease payments
Recognises depreciation of right--of-use assets and interest on lease liabilities in the Consolidated Statement of
-- Comprehensive Income
Separates the total amount of cash paid into a principal portion (presented within financing activities) and
interest (presented within
-- financing activities) in the Consolidated Statement of Cash Flows
Right-of-use assets are measured at cost less accumulated
depreciation and impairment losses. The carrying value is also
adjusted for any re--measurement of the lease liability. The entity
has chosen to apply the practical expedient in C3 of IFRS 16 to not
reassess whether a contract is, or contains, a lease at the date of
initial application. The lease liability is measured in subsequent
periods using the effective interest rate method and adjusted for
lease payments.
Lease incentives (e.g. rent-free periods) are recognised as part
of the measurement of the right-of-use assets and lease liabilities
whereas under IAS 17 they resulted in the recognition of a lease
incentive, amortised as a reduction of rental expenses on a
straight-line basis. For short-term leases (lease term of 12 months
or less) and leases of low-value assets, the Group has opted to
recognise a lease expense on a straight-line basis as permitted by
IFRS 16.53 (c). This expense is presented within administrative
expenses in the Consolidated Statement of Comprehensive Income.
The cost of any contractual requirements to dismantle, remove or
restore the leased asset, typically dilapidations, are to be
included in the initial recognition of right-of-use assets. The
Group considers that the value of dilapidations for its leased
assets to be immaterial and has therefore not included the cost of
these in its recognition of right-of-use assets.
O. Net finance costs
Finance costs
Finance costs comprise interest payable on leases, borrowings
and direct issue costs and are expensed in the period in which they
are incurred.
Finance income
Finance income comprises interest receivable on cash deposits.
Interest income is recognised in profit or loss as it accrues using
the effective interest method.
P. Earnings per share
Basic earnings per share ("EPS") is calculated by dividing the
profit or loss for the year attributable to ordinary equity holders
of the parent company by the weighted average number of Ordinary
Shares outstanding during the year.
Diluted EPS is calculated by dividing the profit or loss
attributable to ordinary equity holders of the parent company by
the weighted average number of Ordinary Shares outstanding during
the year plus the weighted average number of Ordinary Shares that
would be issued on conversion of all the dilutive potential
Ordinary Shares into Ordinary Shares, to the extent that the
inclusion of such shares is not anti-dilutive.
Q. Share-based payments
The Group historically issued B shares as awards to its staff
under share-based compensation plans. For equity-settled awards,
the fair value of the amounts payable to staff was recognised as an
expense with a corresponding increase in equity over the vesting
period after adjusting for the estimated number of shares that were
expected to vest. The fair value was measured at the grant date
using an appropriate valuation model, taking into account the terms
and conditions upon which the instruments were granted. At each
balance sheet date prior to vesting, the cumulative expense
representing the extent to which the vesting period had expired and
management's best estimate of the awards that are ultimately
expected to vest were calculated. The movement in cumulative
expense was recognised in the Consolidated Statement of
Comprehensive Income with a corresponding entry within equity.
R. Non-current assets held for sale and discontinued
operations
The Group classifies non-current assets and disposal groups as
held for sale if their carrying amounts will be recovered
principally through a sale transaction rather than through
continuing use. Non-current assets and disposal groups classified
as held for sale are measured at the lower of their carrying amount
and fair value less costs to sell. Costs to sell are the
incremental costs directly attributable to the disposal of an asset
(disposal group), excluding finance costs and income tax
expense.
Assets and liabilities classified as held for sale are presented
separately as current items in the Consolidated Statement of
Financial Position.
A disposal group qualifies as a discontinued operation if it is
a component of an entity that either has been disposed of, or is
classified as held for sale, and:
-- Represents a separate major line of business or geographical
area of operations
-- Is part of a single co-ordinated plan to dispose of a separate
major line of business or geographical area of operations
Or
-- Is a subsidiary acquired exclusively with a view to resale
Discontinued operations are excluded from the results of
continuing operations and are presented as a single amount as
profit or loss after tax from discontinued operations in the
Consolidated Statement of Comprehensive Income.
Additional disclosures are provided in note 30. All other notes
to the financial statements include amounts for continuing
operations, unless indicated otherwise.
S. Government grants
Government grants are recognised where there is reasonable
assurance that the grant will be received and all attached
conditions will be complied with. When the grant relates to an
expense item, it is recognised as income on a systematic basis over
the periods that the related costs, for which it is intended to
compensate, are expensed. When the grant relates to an asset, it is
recognised as income in equal amounts over the expected useful life
of the related asset.
T. Foreign Exchange
Assets and liabilities in foreign currencies are translated into
sterling at the rates of exchange ruling at the Statement of
Financial Position date. Transactions in foreign currencies are
translated into sterling at the rate of exchange ruling at the date
of transaction. Exchange differences are taken into account in
arriving at the operating result.
The assets and liabilities of Group entities that have a
functional currency different from the presentational currency are
translated at the closing rate at the balance sheet date, with
transactions translated at average monthly exchange rates.
Resulting exchange differences are recognised as a separate
component of other comprehensive income and are recycled to the
income statement on disposal or liquidation of the relevant branch
or subsidiary.
U. Use of judgements and estimates
The preparation of the financial statements requires the
Directors to make estimates and assumptions that affect the
reported amounts of assets and liabilities at the Statement of
Financial Position date, amounts reported for revenues and expenses
during the year, and the disclosure of contingent liabilities at
the reporting date. However, uncertainty about these assumptions
and estimates could result in outcomes that require a material
adjustment to the carrying amount of the assets or liabilities
affected in the future.
In the process of applying the Group's accounting policies, the
Directors have made the following judgements and estimates which
have the most significant effect on the amounts recognised in the
financial statements:
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of
causing material adjustment to the carrying amount of assets and
liabilities are as follows:
Valuation of investments
Investments in underlying funds are recorded at fair value. Fair
value is calculated as the share of net assets of the underlying
fund to which the investment relates.
While valuations of investments are based on assumptions that
the Directors consider are reasonable under the circumstances, the
actual realised gains and losses will depend on, amongst other
factors, future operating results, the value of the assets and
market conditions at the time of disposal, any related transaction
costs and the timing and manner of sale, all of which may
ultimately differ significantly from the assumptions on which the
valuations were based. The value of the investments as at 31 March
2021 was GBP2.1 million (31 March 2020: GBP1.2 million, 31 March
2019: GBP1.2 million). Further details on the key assumptions made
and a sensitivity analysis are set out in note 27.
Leases - estimating the incremental borrowing rate
The Group cannot readily determine the interest rates implicit
in the leases; therefore, it uses its incremental borrowing rate
("IBR") to measure lease liabilities. The IBR is the rate of
interest that the Group would have to pay to borrow over a similar
term, and with a similar security, the funds necessary to obtain an
asset of a similar value to the right-of-use asset in a similar
economic environment. The IBR therefore reflects what the Group
"would have to pay", which requires estimation when no observable
rates are available (such as for subsidiaries that do not enter
into financing transactions) or when they need to be adjusted to
reflect the terms and conditions of the lease (for example, when
adjustments are required to reflect the underlying economic market
where overseas subsidiaries are located).
The Group estimates the IBR using observable inputs (such as
market interest rates) when available and is required to make
certain entity--specific estimates (such as the subsidiary's
standalone credit rating).
Recognition and measurement of intangible assets
In determining the fair value of the assets and liabilities
acquired on acquisitions, the Directors have to make key judgements
as to the appropriate discount rate to apply to discounted cash
flows in determining the carrying value of relevant intangible
assets.
Key judgements
These are as follows:
Consolidation of VCF Partners
VCF Partners is an existing general partnership of which Gary
Fraser and David Hughes are the sole members and was used to hold
certain of the Foresight Group's leasehold interests. Soon after
the IPO, these leasehold interests, together with the other assets
and liabilities of VCF Partners, were transferred to VCF II
LLP.
Despite it being a general partnership and not a subsidiary, VCF
Partners is considered to meet the requirements for consolidation,
on the basis that VCF Partners is judged to be effectively
controlled by the Company and is therefore included in the
consolidated financial statements. Following the transfer of assets
and liabilities to VCF II LLP, steps will be taken to dissolve VCF
Partners.
Impairment of intangible assets
In determining whether there are indicators of impairment of the
Group's intangible assets, the Directors take into consideration
various factors including the economic viability and expected
future financial performance of the asset and, when it relates to
the intangible assets arising on a business combination, the
expected future performance of the business acquired. Impairments
made, and the basis of those judgements, are discussed in note
14.
Discretionary distributions payable
Until the date of the IPO, the Ordinary Members of Foresight
Group LLP, ("FGLLP") or "the LLP" were also Shareholders of B
shares and Alphabet shares in the Company. In addition to salary
and bonus (where applicable), these individuals also received
discretionary distributions from the LLP as well as dividends from
the Company through Alphabet shares. However, the total of the
discretionary distributions from the LLP and dividends received
from the Company were based on their B share ownership. In order to
determine the accounting treatment for the discretionary
distributions, the Directors are required to make a judgement as to
whether these distributions are purely for their shareholding or
for their employment. The key determining factor is when these
individuals became unconditionally entitled to B shares and that
the distributions payable (including the dividends payable on
Alphabet shares) are directly linked to the ownership of B shares.
When the Shareholders were unconditionally entitled to B shares,
the discretionary distributions payable to them were considered as
equity distributions. When the Shareholders were conditionally
entitled to B shares, the discretionary distributions payable were
expensed as staff costs.
Share-based payments
Until the date of the IPO, the Company issued B shares to
certain individuals with service conditions attached. In order to
determine the charges related to these share awards, the Directors
needed to make a number of judgements. The key ones relevant for
these share awards were if they were equity settled or cash
settled, the fair value of the Company as an unquoted Group as well
as the number of shares expected to vest at the end of the vesting
period. At the end of the vesting period, these shares could be
sold back to the Company at the Company's option. As such, whether
this was a cash--settled or equity-settled share--based payment was
dependent on the Company's past practice. The Company did not
typically settle these share awards with cash. As such, the
Directors considered these shares to be equity settled. In
determining the fair value of the Company, the Directors applied
multiples to the Group's maintainable earnings. The multiples used
were based on those of listed investment management groups, with a
discount to reflect the fact that the Company was unquoted. The
Directors estimated the number of shares expected to vest at the
end of the vesting period based on past experience.
Bernard Fairman held A shares, and some B shares issued by the
Company, as well as redeemable shares with Foresight Group CI
Limited ("FGCI"). The redeemable shares were redeemed at FGCI's
option. As such, they were treated as equity. The total
distributions payable on the redeemable shares and A shares were
based on his B share ownership. As Bernard Fairman was
unconditionally entitled to the B shares, total payments to him
were treated as equity distributions.
IPO costs
The costs incurred for IPO have been accounted for under IAS 32
as follows:
Incremental costs that were directly attributable to the issuing
of new shares have been taken to equity (Share premium). Costs that
relate to the listing, or are otherwise not incremental and
directly attributable to issuing new shares have been recorded as
an expense in the statement of comprehensive income.
Where costs relate to both share issuance and listing, these are
required to be allocated on a rational and consistent basis between
the two functions. The Directors considered that an appropriate
allocation basis would be the objectives of the IPO where 50% of
the objectives were for the benefit of the Group and have therefore
allocated 50% of the costs to equity (Share premium).
4. Revenue
The Group's revenue arises largely from the charging of
management, secretarial, directors', marketing, arrangement and
performance incentive fees. Revenue over the period was as
follows:
31 March 31 March
2021 2020
GBP000 GBP000
--------------------------- -------- --------
Management fees 50,245 35,550
Secretarial fees 9,828 11,485
Directors' fees 2,306 1,848
--------------------------- -------- --------
Recurring fees 62,379 48,883
Marketing fees 2,841 4,307
Arrangement fees 3,858 3,998
Performance incentive fees - 65
Other income 20 -
--------------------------- -------- --------
69,098 57,253
--------------------------- -------- --------
31 March 31 March
2021 2020
GBP000 GBP000
------------------------------------------ -------- --------
Timing of transfer of goods and services:
Point in time 6,719 8,370
Over time 62,379 48,883
------------------------------------------ -------- --------
69,098 57,253
------------------------------------------ -------- --------
31 March 31 March
2021 2020
Contract Contract
Liabilities Liabilities
GBP000 GBP000
------------------------------------------------------------------------------------------ ----------- -----------
At 1 April (73) 243
Amounts included in contract liabilities that was recognised as revenue during the period 73 (243)
Cash received in advance of performance and not recognised as revenue during the period (541) (73)
------------------------------------------------------------------------------------------ ----------- -----------
At 31 March (541) (73)
------------------------------------------------------------------------------------------ ----------- -----------
The timing of revenue recognition, billings and cash collections
results in either trade receivables, accrued income or deferred
income in the Statement of Financial Position. For recurring fees,
amounts are billed either in advance or in arrears pursuant to an
management or advisory agreement. The contract liabilities above
reflect the deferred income in Trade and other payables.
Additionally, there was GBP4,840,000 (2020: GBP2,270,000) of
accrued income (contract assets) included in trade receivables at
31 March 2021.
5. Business segments
Management monitors the performance and strategic priorities of
the business from a business unit ("BU") perspective, and in this
regard has identified the following two key "reportable segments":
Infrastructure and Private Equity.
The Group's senior management assesses the performance of the
operating segments based on revenue.
Revenue is measured in a manner consistent with that in the
income statement. Segmental revenue is set out below:
31 March 31 March
2021 2020
GBP000 GBP000
--------------- -------- --------
Infrastructure 50,873 39,556
Private Equity 18,225 17,697
--------------- -------- --------
69,098 57,253
--------------- -------- --------
Revenue by region is summarised below:
31 March 31 March
2021 2020
GBP000 GBP000
--------------- -------- --------
United Kingdom 65,999 55,009
Italy 1,177 881
Other Europe 1,209 824
Rest of world 713 539
--------------- -------- --------
69,098 57,253
--------------- -------- --------
Non-current assets by region are summarised below:
31 March 31 March
2021 2020
GBP000 GBP000
-------------- -------- --------
UK 15,397 14,894
Italy 808 877
Other Europe 1,264 217
Rest of world 1 4
-------------- -------- --------
17,470 15,992
-------------- -------- --------
6. Administrative expenses
These are summarised as follows:
31 March 31 March
2021 2020
GBP000 GBP000
------------------------------------------------------- -------- --------
Depreciation and amortisation of owned assets (note 7) 936 4,180
Impairment of intangible fixed assets (note 14) - 1,982
Right-of-use asset depreciation (note 7) 1,713 1,639
Staff costs (note 9) 30,970 27,961
Staff costs - distributions 2,746 1,124
Share-based payments 35 349
Auditor's remuneration 419 221
Legal and professional costs 5,984 5,454
Office costs 1,936 1,751
Net foreign exchange profit/(loss) (note 7) (251) 276
Travel costs 20 1,035
Administrative costs 4,112 3,593
Low-value and short-term lease expenses 241 221
Bad debt write-offs 112 1,198
(Profit)/loss on disposal of fixed assets (note 7) (170) (1)
Gain on bargain purchase (note 29) (174) -
Other 80 271
------------------------------------------------------- -------- --------
48,709 51,254
------------------------------------------------------- -------- --------
Administrative costs mainly relate to bank charges, computer
maintenance, conferences, irrecoverable VAT, minor capital
purchases written off and sundries.
Auditor's remuneration may be further disclosed as follows:
31 March 31 March
2021 2020
GBP000 GBP000
----------------------------------- -------- --------
Audit services
Statutory audit - Company 124 -
- Subsidiaries 109 125
----------------------------------- -------- --------
Total audit services 233 125
----------------------------------- -------- --------
Non-audit services
Regulatory assurance services 13 8
Other assurance services 196 83
Other services 35 -
Taxation compliance services - 5
Total non-audit services 244 96
----------------------------------- -------- --------
Total audit and non-audit services 477 221
----------------------------------- -------- --------
Of the GBP477,000 auditor's remuneration above, GBP115,000
related to interim audit services specifically for the IPO.
Following the attribution of IPO costs between the issuing and
listing of shares (see note 3T), GBP57,500 has been taken to share
premium and GBP57,500 to legal and professional costs, leaving
GBP419,000 charged to administrative expenses.
Non-audit services included the following:
-- Regulatory assurance services. These services are for CASS assurance
audits for Foresight Group LLP and PiP Manager Limited
-- Other assurance services. These services are for the ISAE 3402
assurance report on the internal controls of Foresight Group LLP
and interim non-statutory audit work in relation to the IPO
-- Other services. These services are in respect of an offer for
new shares in Foresight Solar & Technology VCT plc
7. Operating profit
Operating profit is stated after charging:
31 March 31 March
2021 2020
GBP000 GBP000
--------------------------------------------------- -------- --------
Owned property, plant and equipment depreciation 749 697
Amortisation of other intangible assets 187 3,483
Right-of-use assets depreciation 1,713 1,639
Impairment of intangible fixed assets - 1,982
Gain on remeasurement of investments to fair value 192 (147)
(Profit)/loss on disposal of fixed assets (170) (1)
Net foreign exchange profit/(loss) (251) 276
Gain on bargain purchase (174) -
--------------------------------------------------- -------- --------
Core EBITDA
The Group uses Core EBITDA as one of its key metrics to measure
performance because it views this as the closest profitability
number comparable to the Group's recurring revenue model (i.e. a
cash profit number after stripping out any one-offs, both positive
and negative).
Core EBITDA may not be comparable to other similarly titled
measures used by other companies and it has limitations as an
analytical tool and should not be considered in isolation or as a
substitute for analysis of the Group's operating results as
reported under IFRS.
The specific items excluded from Core EBITDA are non-underlying
items. Non-underlying items are non-trading or one-off items
disclosed separately below, where the quantum, nature or volatility
of such items are considered by the Directors to otherwise distort
the underlying performance of the Group. The Group has assessed
that the following items are non-underlying items for the purposes
of calculating Core EBITDA:
-- Non-operational legal costs. These are costs related to a series
of proposed corporate transactions over the period and redundancy
costs relating to a restructuring of the business. The corporate
transaction costs relate to professional and other costs incurred
in preparing the Group for an IPO and therefore are not considered
to be related to the Group's ongoing business operations. Non-operational
legal costs of GBP2.7 million in the financial year ended 31
March 2021 relates to IPO costs. The 31 March 2020 figure relates
to an element of IPO preparation costs, but also a non-contractual
payment of GBP1.3 million to Foresight's ITS product as a goodwill
gesture to reimburse the ITS product for losses incurred on
an investment
-- Performance incentive fees in the year ended 31 March 2020 (performance
incentive fees classed as non--core on the basis these related
to income from an appointed representative whose relationship
with the Group has now ended in terms of this income stream)
-- Distributions made to members classified as remuneration expenses
under IFRS have been added back as these are considered to be
equity transactions for the purposes of calculating Core EBITDA.
These expenses were related to distribution of the Group profit.
They were variable as they were dependent on Group profit and
also the timing of when the distributions were made
-- Staff advances expensed have been added back as these are not
deemed to reflect the core underlying performance of the business
-- Other operating income as per note 8 below which is not expected
to recur. This relates to Shirebrook development fees, grant
income and recharges of set-up costs discussed further under
note 8 below
-- Profits or losses on disposal of fixed assets are added back
to calculate Core EBITDA as these are classed as non--recurring
-- Profits or losses arising on acquisition of subsidiaries are
added back to calculate Core EBITDA as these are classed as
non--recurring
-- All depreciation and amortisation costs are added back to determine
Core EBITDA
-- All financing and taxation costs are added back to determine
Core EBITDA
-- Profit from discontinued operations is added back to determine
Core EBITDA
A reconciliation of retained profit to Core EBITDA is set out
below:
31 March 31 March
2021 2020
GBP000 GBP000
------------------------------------------------------- -------- --------
Net profit after other comprehensive income 14,881 56,242
Add back depreciation and amortisation
Depreciation and amortisation 936 6,163
Right-of-use asset depreciation 1,713 1,639
Add back non-operational staff costs
Distributions 2,746 1,124
Staff advances expensed 440 -
Add back non-operational legal costs 2,744 1,870
Profit on disposal of tangible fixed assets (170) (1)
Gain on bargain purchase on acquisition of PiP Manager (174) -
Deduct performance incentive fees - (65)
Deduct other operating income (394) (795)
Deduct/add back financing 707 694
Add back tax 481 53
Profit from discontinued operation - (54,275)
------------------------------------------------------- -------- --------
Core EBITDA 23,910 12,649
------------------------------------------------------- -------- --------
8. Other operating income
This is summarised as follows:
31 March 31 March
2021 2020
GBP000 GBP000
--------------------------------------------- -------- --------
Fees arising from the Shirebrook development 348 795
Grant income 46 -
--------------------------------------------- -------- --------
394 795
--------------------------------------------- -------- --------
Fees arising from the Shirebrook development
The Group is managing the development of a reserve power plant
site in Shirebrook, Derbyshire on behalf of the Foresight ITS
product. Development fees have been accounted for as other
operating income when it is virtually certain that relevant
contractual conditions have been met. At 31 March 2021, total fees
of GBP2.1 million had been recognised. Further contractual
conditions have been met in the year ended 31 March 2022 when the
reserve power plant became fully operational giving rise to fees of
GBP0.3 million.
Grant income
The Group applied for a Government support programme introduced
in response to the global pandemic.
Included in the Statement of Comprehensive Income is GBP45,967
of Government grants obtained relating to supporting the payroll of
the Group's employees. The Group has presented this Government
grant separately, rather than reducing the related expense. The
Group had to commit to spending the assistance on payroll expenses.
The Group does not have any unfulfilled obligations relating to
this programme.
9. Staff costs and Directors' remuneration
The average number of employees was:
31 March 31 March
2021 2020
Number Number
-------------------- -------- --------
Operations 135 118
Sales and Marketing 40 44
Administration 58 59
-------------------- -------- --------
233 221
-------------------- -------- --------
Their aggregate remuneration comprised:
31 March 31 March
2021 2020
GBP000 GBP000
---------------------- -------- --------
Wages and salaries 26,666 24,415
Social security costs 2,380 2,012
Pension costs 601 456
Other staff costs 1,323 1,078
---------------------- -------- --------
30,970 27,961
Distributions 2,746 1,124
Share-based payments 35 349
---------------------- -------- --------
Total staff costs 33,751 29,433
---------------------- -------- --------
Distributions and share-based payments prior to the IPO
The Group includes a Limited Liability Partnership, (FGLLP),
whose members (until the date of the IPO) were also holders of B
shares and Alphabet shares in the Company. From the LLP, the
Ordinary Members received Ordinary Member Tier Two Shares in
addition to the other distributions receivable. The Ordinary Member
Tier Two Shares were payable at the sole discretion of the
Designated Member of the LLP; as such, they are accounted for as
equity distributions in the LLP's financial statements.
At the overall Group level, the Ordinary Members also received
dividends through their Alphabet shares. The total discretionary
distributions received by the Ordinary Members (Ordinary Member
Tier Two Shares and the Alphabet share dividends) were determined
based on their B shareholdings. Whether the total discretionary
distributions should be treated as remuneration or equity
distributions was determined based on whether these payments were
made in relation to their shareholding or their tenure with the
Group.
Based on the rights and obligations attached to the B shares,
the B shareholders were not unconditionally entitled to B shares
unless they had an uninterrupted ten years of service with the
Group. After the ten-year service period, there were no
restrictions on B shareholders. At that point, the discretionary
distributions payable to B shareholders were only purely for their
equity ownership. As such, the Ordinary Member Tier Two Shares and
the Alphabet share dividends payable to individuals who had not
completed their ten-year service are included in this note as
remuneration (this is the "Distributions" line in the table above).
The discretionary distributions payable to B shareholders who had
completed their ten-year service are factored into the calculation
of retained earnings.
Following the IPO, these arrangements ceased upon the issue of
one class of Ordinary Share as discussed further under note 25
below.
10. Finance income and expense
31 March 31 March
2021 2020
GBP000 GBP000
--------------------------------------------------------------------------- -------- --------
Finance income
Bank interest receivable 3 1
--------------------------------------------------------------------------- -------- --------
Total finance income 3 1
--------------------------------------------------------------------------- -------- --------
Finance expenses
Bank interest payable (7) (3)
Loan interest (accrued) (82) -
Interest on lease liabilities (621) (692)
--------------------------------------------------------------------------- -------- --------
Total interest expense on financial liabilities measured at amortised cost (710) (695)
--------------------------------------------------------------------------- -------- --------
Net finance expense recognised in the Statement of Comprehensive Income (707) (694)
--------------------------------------------------------------------------- -------- --------
The above finance income and expense includes the following in
respect of assets (liabilities) not at fair value through profit or
loss:
31 March 31 March
2021 2020
GBP000 GBP000
------------------------------------------------ -------- --------
Total interest income on financial assets 3 1
Total interest expense on financial liabilities (89) (3)
------------------------------------------------ -------- --------
(86) (2)
------------------------------------------------ -------- --------
11. Taxation
31 March 31 March
2021 2020
GBP000 GBP000
----------------------------------------------------------- -------- --------
Current tax
UK corporation tax - 425
Foreign taxation 111 49
Adjustments in respect of prior periods (foreign tax) 134 -
----------------------------------------------------------- -------- --------
Total current tax charge 245 474
----------------------------------------------------------- -------- --------
Deferred tax
Origination and reversal of temporary differences 279 (20)
Recognition of previously unrecognised deferred tax assets (43) -
----------------------------------------------------------- -------- --------
Total deferred tax 236 (20)
----------------------------------------------------------- -------- --------
Tax on profit on ordinary activities 481 454
----------------------------------------------------------- -------- --------
Continuing and discontinued operations
Continuing 481 53
Discontinued - 401
----------------------------------------------------------- -------- --------
481 454
----------------------------------------------------------- -------- --------
Total tax expense
From above 481 454
Share of tax expense of equity accounted joint ventures 14 76
----------------------------------------------------------- -------- --------
495 530
----------------------------------------------------------- -------- --------
The effective tax rate has varied through the historical period,
and is explained as:
31 March 31 March
2021 2020
GBP000 GBP000
-------------------------------------------------- -------- --------
Profit for the year 15,174 55,254
Add back total tax 495 530
-------------------------------------------------- -------- --------
Profit before all tax 15,669 55,784
-------------------------------------------------- -------- --------
Profit before tax at 19% 2,977 10,599
Profits not assessable to corporation tax (438) (1,310)
Profit share allocation from partnership funds (78) -
Fixed asset timing differences (30) -
Unrecognised deferred tax (416) 199
Adjustments to previous periods 134 -
Differences on overseas tax rate (2,213) (646)
Expenses not deductible for tax purposes 579 1,443
Other permanent differences (20) -
Exempt gain on disposal of discontinued operation - (9,755)
-------------------------------------------------- -------- --------
Total tax charge 495 530
-------------------------------------------------- -------- --------
The Company is resident for taxation purposes in Guernsey and
its income is subject to income tax in Guernsey, presently at a
rate of 0% per annum.
The tax reconciliation for the Group has been prepared using the
current UK corporation tax rate of 19%, as the majority of the
Group's trading activities are carried out in the UK.
Profits not assessable to corporation tax comprise profits in
various UK LLPs and Guernsey-registered companies within the Group
where UK corporation tax law does not apply.
The March 2021 Budget announced a further increase to the main
rate of corporation tax to 25% from April 2023. This rate had not
been substantively enacted at the balance sheet date. As a result,
UK deferred tax balances at 31 March 2021 continue to be measured
at 19%. This will have a consequential effect on the Group's future
tax charge although this is not expected to be material, and has
been estimated to be GBP95,000.
At 31 March 2021, the Group had unutilised tax losses of
approximately GBP4.9 million (2020: GBP2.7 million) available
against future corporation tax liabilities. Management have
performed an assessment and concluded that no material uncertain
tax positions exist as at 31 March 2021 and further have also
recognised a deferred tax asset. This assessment relies on
estimates and assumptions and may involve a series of complex
judgements about future events. To the extent that the final tax
outcome of these matters is different than the amounts recorded,
such differences will impact corporation tax expense in the period
in which such determination is made.
12. Dividends and redemptions
Equity dividends, distributions and share buybacks were as
follows:
31 March 31 March
2021 2020
GBP000 GBP000
---------------------------------------------- -------- --------
Dividends and distributions to equity members 18,229 7,745
Share buybacks 10 36,833
---------------------------------------------- -------- --------
18,239 44,578
---------------------------------------------- -------- --------
Set out below are the details of all equity dividends,
distributions and share buybacks for the year ended 31 March 2021
and year ended 31 March 2020. On IPO, there was a restructuring of
the share capital of the Company so that dividends per share pre
and post IPO would be incomparable. Therefore, the disclosure of
dividends per share has not been made for pre-IPO equity dividends
as it would be both unhelpful and misleading and not reflective of
future dividend policy.
Year ended 31 March 2021
A shares
-- On 22 May 2020, the Company declared dividends of GBP137,500 in respect
of the Company's A shares
-- On 21 August 2020, the Company declared dividends of GBP137,500 in
respect of the Company's A shares
-- On 26 November 2020, the Company declared dividends of GBP183,333
in respect of the Company's A shares
-- On 1 February 2021, the Company declared dividends of GBP8,870,838
in respect of the Company's A shares
Alphabet shares
-- On 1 February 2021, the Company paid dividends of GBP16,561 in respect
of the Company's Alphabet shares
Distributions
-- During the financial year, Foresight Group LLP paid distributions
of GBP8,792,208 to its members
-- During the financial year, VCF Partners paid distributions of GBP91,117
to its members
Share buyback
-- On 9 February 2021, the Company enacted a share buyback of GBP10,000
per share, in respect of one of the Company's A shares
Year ended 31 March 2020
A shares
-- On 24 May 2019, the Company declared dividends of GBP125,000 in respect
of the Company's A shares
-- On 16 August 2019, the Company declared dividends of GBP133,333 in
respect of the Company's A shares
-- On 28 November 2019, the Company declared dividends of GBP137,500
in respect of the Company's A shares
-- On 6 March 2020, the Company declared dividends of GBP137,500 in respect
of the Company's A shares
Alphabet shares
-- On 23 April 2019, the Company paid dividends of GBP1,226,752 in respect
of the Company's Alphabet shares
-- On 26 November 2019, the Company paid dividends of GBP15,130 in respect
of the Company's Alphabet shares
Distributions
-- During the financial year, Foresight Group LLP paid distributions
of GBP5,812,131 to its members
-- During the financial year, VCF Partners paid distributions of GBP152,434
to its members
-- During the financial year, Foresight Group Promoter LLP paid distributions
of GBP5,154 to its members
Share buyback
-- On 26 November 2019, the Company enacted a share buyback of GBP1,059.71
per share, in respect of 9,999 of the Company's A shares
-- On 26 November 2019, the Company enacted a share buyback of GBP292.40
per share, in respect of 53,134 of the Company's B shares
-- On 26 November 2019, the Company enacted a share buyback in respect
of the Company's B shares amounting to GBP7.5 million
-- On 30 March 2020, the Company enacted a share buyback of GBP292.40
per share, in respect of 10,944 of the Company's B shares
Preference Shares
Redemptions on preference shares were as follows:
31 March 31 March
2021 2020
GBP000 GBP000
-------------------------------- -------- --------
Redemption of preference shares 4,753 2,416
-------------------------------- -------- --------
In terms of preference shares redemptions, these all took place
prior to the IPO via arrangements in place between Beau Port
Investments Ltd ("BPIL") and Foresight Group CI Ltd. These
arrangements were all terminated before the date of the IPO and all
preference shares were fully redeemed and cancelled.
Year ended 31 March 2021
-- On 31 July 2020, Foresight Group CI Limited exercised its right
to redeem one redeemable share for a total consideration of GBP2,750,000
-- On 17 December 2020, Foresight Group CI Limited redeemed two redeemable
shares for a total consideration of GBP2,003,191
-- On 28 January 2021, Foresight Group CI Limited redeemed the remaining
846 redeemable shares for nil value and these were subsequently
cancelled
-- The value of these redemptions was determined by the Board of
Directors of FGCI after taking into account FGCI's profits and
working capital requirements
Year ended 31 March 2020
-- On 24 April 2019, Foresight Group CI Limited exercised its right
to redeem two redeemable preference shares for a total consideration
of GBP1,666,000
-- On 28 June 2019, Foresight Group CI Limited exercised its right
to redeem two redeemable preference shares for a total consideration
of GBP750,000
13. Property, plant and equipment
Short Long
Fixtures
and leasehold leasehold Motor Total
fittings property flat vehicles PP&E
GBP000 GBP000 GBP000 GBP000 GBP000
--------------------------------- -------- --------- --------- -------- -------
Cost
At 1 April 2019 375 4,834 326 21 5,556
Additions 194 534 - 16 744
Foreign exchange movement (2) (4) - - (6)
Disposals (245) - - (22) (267)
--------------------------------- -------- --------- --------- -------- -------
At 31 March 2020 322 5,364 326 15 6,027
--------------------------------- -------- --------- --------- -------- -------
Additions 113 28 - - 141
Foreign exchange movement - (7) - - (7)
Disposals (94) - (326) - (419)
--------------------------------- -------- --------- --------- -------- -------
At 31 March 2021 341 5,385 - 15 5,741
--------------------------------- -------- --------- --------- -------- -------
Depreciation
Balance at 1 April 2019 (260) (1,411) - (21) (1,692)
Depreciation charge for the year (126) (549) (20) (2) (697)
Disposals 246 - - 21 267
Foreign exchange movement 1 - - - 1
--------------------------------- -------- --------- --------- -------- -------
Balance at 31 March 2020 (139) (1,960) (20) (2) (2,121)
--------------------------------- -------- --------- --------- -------- -------
Depreciation charge for the year (145) (575) (26) (3) (749)
Disposals 93 - 46 - 139
Foreign exchange movement (2) 4 - - 2
--------------------------------- -------- --------- --------- -------- -------
Balance at 31 March 2021 (193) (2,531) - (5) (2,729)
--------------------------------- -------- --------- --------- -------- -------
Net book value at 31 March 2019 115 3,423 326 - 3,865
--------------------------------- -------- --------- --------- -------- -------
Net book value at 31 March 2020 183 3,404 306 12 3,905
--------------------------------- -------- --------- --------- -------- -------
Net book value at 31 March 2021 148 2,854 - 9 3,012
--------------------------------- -------- --------- --------- -------- -------
14. Intangible assets
Capitalised Other
software intangibles Total
GBP000 GBP000 GBP000
-------------------------------- ----------- ----------- -------
Cost
At 1 April 2019 672 - 672
Additions 121 5,145 5,266
Disposals (130) (5,145) (5,275)
-------------------------------- ----------- ----------- -------
At 31 March 2020 663 - 663
-------------------------------- ----------- ----------- -------
Additions 13 35 48
Business combinations - 2,879 2,879
Disposals (197) - (197)
-------------------------------- ----------- ----------- -------
At 31 March 2021 479 2,914 3,393
-------------------------------- ----------- ----------- -------
Amortisation/impairment
Balance at 1 April 2019 (201) - (201)
Charge for the year (320) (3,163) (3,483)
Disposals 130 3,163 3,293
Impairment - (1,982) (1,982)
Disposals - 1,982 1,982
Balance at 31 March 2020 (391) - (391)
-------------------------------- ----------- ----------- -------
Charge for the year (95) (92) (187)
Disposals 197 - 197
-------------------------------- ----------- ----------- -------
Balance at 31 March 2021 (289) (92) (381)
-------------------------------- ----------- ----------- -------
Net book value at 31 March 2019 471 - 471
-------------------------------- ----------- ----------- -------
Net book value at 31 March 2020 272 - 272
-------------------------------- ----------- ----------- -------
Net book value at 31 March 2021 190 2,822 3,012
-------------------------------- ----------- ----------- -------
Other intangibles comprise the capitalised value of the customer
contract acquired during the year ended 31 March 2020 as part of
the JLEN transaction. This was an asset acquisition where only the
contract was acquired and no other assets or liabilities were taken
on at acquisition. On the basis of a 12-month notice period in the
contract acquired, this intangible asset was amortised over one
year. However, upon notice of termination of these contracts on 10
February 2020, the amortisation was accelerated, leading to an
impairment charge of GBP1.9 million which resulted in the remaining
net book value at the termination date of this intangible (GBP5.145
million) being written down to nil value. Subsequent to this
termination, a new contract was established with a different Group
company.
The other element of other intangibles relates to the intangible
asset (being investment management contracts) acquired as part of
the PiP transaction discussed further below in note 29. The
valuation of investment management contracts represents an
estimation of the present value of the earnings that those
contracts were expected to generate at the completion date. The net
present value was calculated using a discounted profitability
model, with reference to the projected profitability of the fund
over 20 years based on internal forecasts and a weighted average
cost of capital (WACC) of 13.75% using various inputs to reflect
the operations which are principally based in the UK. A 1% increase
in the WACC would result in a decrease in the intangible asset
recognised by GBP123,382; likewise a 1% decrease would result in an
increase of GBP133,439. The PiP intangible asset is amortised over
20 years. An impairment review was undertaken by reference to the
AUM of the funds to which the investment management contracts
relate. There were no indicators of impairment of the asset at the
reporting date.
The remaining element of intangible assets relates to
capitalised software costs, which are amortised over five years.
The amortisation charges above are recognised within administrative
expenses in the Statement of Comprehensive Income.
15(a). Investments at FVTPL
Unlisted
investments
GBP000
--------------------- -----------
At 31 March 2019 1,206
Additions 381
Fair value movements (147)
Sales proceeds (207)
--------------------- -----------
At 31 March 2020 1,233
--------------------- -----------
Additions 881
Fair value movements 192
Sales proceeds (231)
--------------------- -----------
At 31 March 2021 2,075
--------------------- -----------
Investments comprise investments in underlying funds which are
measured at fair value.
15(b). Investments in subsidiaries
The Company has investments in the following undertakings:
Country of
Entity Domicile Type registration Interest
---------------------------------------------------------- ----------- ------------ ---------------- --------
Subsidiary undertakings
Foresight Solar Australia (UK) Limited UK Company England & Wales 100%
Foresight Iberian Solar Development Limited UK Company England & Wales 100%
FGB Sarl Luxembourg Company Luxembourg 100%
Foresight Group Holdings (UK) Limited UK Company England & Wales 100%
Foresight Asset Management Limited UK Company England & Wales 100%
Foresight Fund Managers Limited UK Company England & Wales 100%
Foresight Group (SK) Limited UK Company England & Wales 100%
Pinecroft Corporate Services Limited UK Company England & Wales 100%
Foresight Environmental GP Co. Limited UK Company Scotland 100%
Foresight NF GP Limited UK Company England & Wales 100%
Foresight Environmental FP GP Co. Limited UK Company Scotland 100%
Foresight NF FP GP Limited UK Company England & Wales 100%
Foresight Company 1 Limited UK Company England & Wales 100%
Foresight Company 2 Limited UK Company England & Wales 100%
Foresight Regional Investment General Partner LLP UK LLP Scotland 100%
Foresight Impact Midlands Engine GP LLP UK LLP Scotland 100%
Foresight Regional Investment II General Partner LLP UK LLP Scotland 100%
Foresight Group Equity Finance (SGS) GP LLP UK LLP Scotland 100%
NI Opportunities GP LLP UK LLP Scotland 100%
Foresight Legolas Founder Partner GP LLP UK LLP Scotland 100%
Foresight Infra Hold Co Limited UK Company England & Wales 100%
Foresight Regional Investment III General Partner LLP UK LLP Scotland 100%
PiP Manager Limited UK Company England & Wales 100%
PiP Multi-Strategy Infrastructure Limited UK Company England & Wales 100%
PiP Multi-Strategy Infrastructure (Scotland) Limited UK Company England & Wales 100%
PiP RP-MA GP LLP UK LLP England & Wales 100%
PiP Multi-Strategy Infrastructure GP LLP UK LLP England & Wales 100%
PiP WM-MA GP LLP UK LLP England & Wales 100%
Foresight Group CI Limited Guernsey Company Guernsey 100%
Foresight European Solar Fund GP Ltd Jersey Company Jersey 100%
Foresight (Guernsey) Limited Guernsey Company Guernsey 100%
Foresight Holdco 2 Limited UK Company England & Wales 100%
VCF II LLP UK LLP England & Wales 100%
Foresight Group LLP UK LLP England & Wales 100%
Foresight Group Promoter LLP UK LLP England & Wales 100%
Foresight Investor LLP UK LLP England & Wales 100%
Foresight Group S.R.L. Italy Company Italy 100%
Foresight Group Australia Pty Limited Australia Company Australia 100%
FGA Ventures Pty Ltd Australia Company Australia 100%
Above It Pty Ltd Australia Company Australia 100%
Foresight Group Australia Services Pty Limited Australia Company Australia 100%
Foresight Group Iberia SL Spain Company Spain 100%
Foresight Energy Infrastructure Partners GP S.à r.l. Luxembourg Company Luxembourg 100%
Foresight Group S.à r.l. Luxembourg Company Luxembourg 100%
Foresight Group Luxembourg S.A. Luxembourg Company Luxembourg 100%
Foresight Solar LLP UK LLP England & Wales 100%
Foresight European Solar Fund CIP GP Limited UK Company Scotland 100%
---------------------------------------------------------- ----------- ------------ ---------------- --------
In liquidation
Foresight Metering Limited UK Company England & Wales 100%
FMM Holding Limited UK Company England & Wales 100%
---------------------------------------------------------- ----------- ------------ ---------------- --------
Joint venture undertakings
FV Solar Lab S.R.L. Italy Company Italy 50%
---------------------------------------------------------- ----------- ------------ ---------------- --------
Other undertakings
VCF Partners UK Partnership England & Wales 100%
---------------------------------------------------------- ----------- ------------ ---------------- --------
16. Investments in equity accounted joint ventures
Joint
venture
GBP000
-------------------------- -------
At 31 March 2019 -
Additions -
Revaluations -
Share of profit 235
Repayments -
At 31 March 2020 235
-------------------------- -------
Additions -
Share of profit 26
Revaluations -
Foreign exchange movement (10)
Repayments -
-------------------------- -------
At 31 March 2021 251
-------------------------- -------
The investment in joint venture relates to a joint venture
entered into by Foresight Group S.R.L. which holds a 50% holding in
FV Solar Lab S.R.L.
Joint venture
FV Solar Lab S.R.L. is a separate structured vehicle
incorporated and operating in Italy. It was setup by the Group and
VEI Green on commencement of ForVEI II, an investment platform
which specialises in acquiring solar assets in Italy. The platform
is managed by the Group and VEI Green who share equally in the
assets and liabilities of FV Solar Lab S.R.L. and under IFRS 11
this joint arrangement is classified as a joint venture and has
been included in the consolidated financial statements using the
equity method.
Summarised financial information in relation to the joint
venture is presented below. FV Solar Lab S.R.L. has a reporting
date of 31 December and therefore management accounts for the year
to 31 March have been prepared.
2021 2020
GBP000 GBP000
------------------------------------------------------- ------ ------
Profit or loss from continuing operations 26 235
Post --tax profit or loss from discontinued operations - -
Other comprehensive income
Translation differences on foreign subsidiaries (10) (7)
------------------------------------------------------- ------ ------
Total comprehensive income 16 228
------------------------------------------------------- ------ ------
17. Trade debtors and other receivables
31 March 31 March 1 April
2021 2020 2019
GBP000 GBP000 GBP000
--------------- -------- -------- -------
Trade debtors 10,988 6,842 5,337
Other debtors 4,255 4,494 6,996
Prepayments 2,795 2,898 1,495
Staff advances 2,680 1,600 -
--------------- -------- -------- -------
20,718 15,834 13,828
--------------- -------- -------- -------
The Directors consider that the carrying value of trade and
other receivables approximates to their fair value. All trade
debtors and other receivables are due within one year. Staff
advances at 31 March 2021 and 31 March 2020 have been made in order
to retain key staff. The advances are expensed over five years in
line with the contractual terms of the advances but are repayable
if the relevant individual leaves the Group.
The ageing profile of the Group's trade receivables is as
follows:
31 March 31 March 1 April
2021 2020 2019
GBP000 GBP000 GBP000
----------- -------- -------- -------
Current 7,139 3,607 1,806
Overdue
< 30 days 101 506 935
30-60 days 526 521 233
60-90 days 77 239 485
----------- -------- -------- -------
> 90 days 3,145 1,969 1,878
10,988 6,842 5,337
----------- -------- -------- -------
The movement in the impairment allowance for trade receivables
is as follows:
31 March 31 March 1 April
2021 2020 2019
GBP000 GBP000 GBP000
-------------------------------- -------- -------- -------
Brought forward provision (532) (264) (339)
Utilised 226 23 56
Profit and loss (charge)/credit 74 (291) 19
-------------------------------- -------- -------- -------
Carried forward provision (232) (532) (264)
-------------------------------- -------- -------- -------
Trade receivables include amounts which are past due at the
reporting date but against which the Group has not recognised a
provision for impairment as there has been no significant change in
credit quality and the amounts are still considered
recoverable.
In determining the recoverability of trade receivables the
Directors considered any change in the credit quality of the trade
receivable from the date the credit was initially granted up to the
reporting date.
18. Cash and cash equivalents
31 March 31 March 1 April
2021 2020 2019
GBP000 GBP000 GBP000
--------------------------------------------------- -------- -------- -------
Cash and cash equivalents per balance sheet 39,431 13,002 10,067
Cash and cash equivalents per cash flow statements 39,431 13,002 10,067
--------------------------------------------------- -------- -------- -------
19. Trade and other payables
31 March 31 March 1 April
2021 2020 2019
GBP000 GBP000 GBP000
---------------------------------- -------- -------- -------
Trade creditors 1,175 1,570 672
Accruals 8,402 8,002 5,687
Deferred income 541 73 243
Other creditors 5,244 4,469 4,001
VAT and PAYE 3,520 1,299 1,569
Corporation tax 143 72 -
Hire purchase - - 2
Shareholder loan - 750 -
Partnership capital contributions 1,619 163 -
---------------------------------- -------- -------- -------
20,644 16,398 12,176
---------------------------------- -------- -------- -------
Trade and other payables comprise amounts outstanding for trade
purchases and ongoing costs.
The Directors consider the carrying amount of trade and other
payables approximates to their fair value when measured by
discounting cash flows at market rates of interest as at the
balance sheet date. Deferred income relates to fees received in
advance. The Shareholder loan relates to a short-term unsecured
loan of GBP750,000 at nil interest to Foresight Group Holdings
Limited from Bernard Fairman which was fully repaid during the year
ended 31 March 2021. Partnership capital contributions relate to
contributions by members to Foresight Group LLP.
20. Creditors due after more than one year
31 March 31 March 1 April
2021 2020 2019
GBP000 GBP000 GBP000
------------- -------- -------- -------
LTIP accrual 295 - -
------------- -------- -------- -------
295 - -
------------- -------- -------- -------
The LTIP accrual was acquired as part of the PiP acquisition
(note 29) - the Group agreed to take on this liability as part of
the acquisition agreement and considers its fair value is
materially in line with book value.
21. Leases
Set out below are the carrying amounts of the right-of-use
assets recognised and associated lease liabilities (included under
short and long-term creditors) together with their movements over
the period. The leases all relate to the offices of the Group as
follows:
VCF Partners/VCF II LLP
-- 23rd Floor Shard, London
-- 18th Floor Shard, London
-- Park Row, Nottingham 3rd Floor
-- Park Row, Nottingham 4th Floor
Foresight Group LLP
-- George Street, Edinburgh, Scotland
-- Station Road, Cambridge
-- King Street, Manchester
Foresight Group S.R.L.
-- Piazza Barberini, Rome
Foresight Group Iberia SL
-- Planta Tercera, Madrid
The leases are typically of ten years' duration.
Following the IPO, the leases held in the books of VCF Partners
were transferred to VCF II LLP, a newly incorporated entity within
the Group.
Land and
buildings
GBP000
--------------------------------- ---------
Right-of-use asset
At 1 April 2019 10,627
Additions 1,358
Depreciation (1,639)
Closing balance at 31 March 2020 10,346
--------------------------------- ---------
Additions 486
Depreciation (1,712)
Closing balance at 31 March 2021 9,120
--------------------------------- ---------
Lease liability
At 1 April 2019 13,592
Short term 1,495
Long term 12,097
Additions 1,358
Lease payment (2,162)
Interest 691
Foreign exchange 19
--------------------------------- ---------
Closing balance at 31 March 2020 13,498
--------------------------------- ---------
Short term 1,945
Long term 11,553
--------------------------------- ---------
13,498
--------------------------------- ---------
Additions 486
Lease payment (2,570)
Interest 621
Foreign exchange (16)
--------------------------------- ---------
Closing balance at 31 March 2021 12,019
--------------------------------- ---------
Short term 2,157
Long term 9,862
--------------------------------- ---------
12,019
--------------------------------- ---------
The maturity analysis of lease liabilities is:
Less than One to two Two to five More than
Total one year years years five years
GBP000 GBP000 GBP000 GBP000 GBP000
------ --------- ---------- ----------- ----------
13,817 2,712 2,735 7,289 1,081
------ --------- ---------- ----------- ----------
The following are the amounts recognised in the Consolidated
Statement of Comprehensive Income:
31 March 31 March
2021 2020
GBP000 GBP000
-------------------------------------------- -------- --------
Depreciation expense on right-of-use assets (1,713) (1,639)
Interest expense on lease liabilities (621) (692)
-------------------------------------------- -------- --------
(2,334) (2,331)
-------------------------------------------- -------- --------
The weighted average incremental borrowing rate applied to lease
liabilities recognised in the Statement of Financial Position at
the date of initial application was 4.79%.
In accordance with IFRS 16.53(c), (d) and (e) (in respect of
short-term, low-value and variable lease expenses), the Group has
opted to recognise a lease expense on a straight-line basis as
permitted by IFRS 16 for these items. This expense is presented
within administrative expenses in the Consolidated Statement of
Comprehensive Income as follows: year ended 31 March 2021:
GBP240,809, year ended 31 March 2020: GBP221,450.
There were no material residual value guarantees or contractual
dilapidation commitments that impacted the initial recognition
value for ROU assets and lease liability.
22. Deferred taxation liability
Deferred tax is calculated in full on temporary differences
under the liability method using a tax rate of 19% (2020 and 2019:
19%).
The movement on the deferred tax account is as shown below:
2021 2020
GBP000 GBP000
------------------------------------------- ------ ------
At 1 April 20 -
Recognised in profit and loss
Tax expense (236) 20
------------------------------------------- ------ ------
(216) 20
------------------------------------------- ------ ------
Arising on business combination
Intangible asset (547) -
Other temporary and deductible differences 159 -
------------------------------------------- ------ ------
At 31 March (604) 20
------------------------------------------- ------ ------
Deferred tax assets have been recognised in respect of all tax
losses and other temporary differences giving rise to deferred tax
assets where the Directors believe it is probable that these assets
will be recovered.
A provision has been made for the deferred tax liability
associated with the recognition of an intangible asset as part of
the acquisition of PiP Manager Limited at 19% of its fair value.
Subsequent movement in line with amortisation of the intangible
asset has been recognised in the income statement and at 31 March
2021 the deferred tax liability was GBP547,091. The fair value of
the deferred tax asset recognised for tax losses was determined to
be GBP159,022 on acquisition, an increase of GBP109,127 compared to
its carrying value.
The movements in deferred tax assets and liabilities during the
period are shown below:
(Charged)/
credited (Charged)/
to profit credited
Asset Liability Net or loss to equity
2021 2021 2021 2021 2021
GBP000 GBP000 GBP000 GBP000 GBP000
------------------------------------------- ------ --------- ------ ---------- ----------
Other temporary and deductible differences 858 (1,051) (193) (213) -
Business combinations - intangible asset - (530) (530) 17 -
Business combinations - other temporary
and deductible differences 119 - 119 (40) -
------------------------------------------- ------ --------- ------ ---------- ----------
977 (1,581) (604) (236) -
------------------------------------------- ------ --------- ------ ---------- ----------
(Charged)/
credited (Charged)/
to profit credited
Asset Liability Net or loss to equity
2020 2020 2020 2020 2020
GBP000 GBP000 GBP000 GBP000 GBP000
------------------------------------------- ------ --------- ------ ---------- ----------
Other temporary and deductible differences 20 - 20 20 -
------------------------------------------- ------ --------- ------ ---------- ----------
20 - 20 20 -
------------------------------------------- ------ --------- ------ ---------- ----------
23. Other interest-bearing loans and borrowings
This note provides information about the contractual terms of
the Group's interest-bearing loans and borrowings, which are
measured at amortised cost. For more information about the Group's
exposure to interest rate and foreign currency risk, see note
27.
31 March 31 March 1 April
2021 2020 2019
GBP000 GBP000 GBP000
------------------------ -------- -------- -------
Current liabilities
Loans 688 - -
Non-current liabilities
Loans 3,636 - -
------------------------ -------- -------- -------
4,324 - -
------------------------ -------- -------- -------
Terms and debt repayment schedule
31 March
2021
Nominal Carrying
interest Year of amount(1)
Currency rate maturity GBP000
--------------- --------- -------- -------- ---------
Unsecured loan GBP 2% 2027 4,324
--------------- --------- -------- -------- ---------
1. The carrying amount of these loans and borrowings equates to
the fair value.
The movement on the above loans may be summarised as
follows:
31 March
2021
GBP000
----------------- --------
At 1 April 2020 -
At acquisition 4,242
Interest 82
----------------- --------
At 31 March 2021 4,324
----------------- --------
24. Employee benefits
The Group operates a number of defined contribution pension
plans, all of which have materially the same characteristics and
risk profile.
The amounts charged to the profit and loss in the Consolidated
Statement of Comprehensive Income in respect of these schemes
represents contributions payable in respect of the accounting
period. The total annual pension cost for the defined contribution
schemes was GBP601,000 for the year ended 31 March 2021 (31 March
2020: GBP456,000).
25. Share capital and other reserves
The Company had issued and allotted share capital of 108,333,333
Ordinary Shares of nil par value at 31 March 2021.
Ordinary Shares and preference shares
31 March 31 March 1 April
2021 2020 2019
GBP GBP GBP
---------------------------------- -------- -------- -------
Share capital
Ordinary Shares - - -
Preference shares brought forward 849 853 859
Preference shares redeemed (849) (4) (6)
---------------------------------- -------- -------- -------
Preference shares carried forward - 849 853
---------------------------------- -------- -------- -------
Ordinary Shares
31 March 31 March 31 March 31 March 1 April 1 April
2021 2021 2020 2020 2019 2019
Number GBP Number GBP Number GBP
-------------------------------- ----------- -------- -------- -------- ------- -------
A shares of no par value
In issue at start of the year 1 - 10,000 - 10,000 -
Cancelled during the year (1) - (9,999) - - -
In issue at end of the year - - 1 - 10,000 -
-------------------------------- ----------- -------- -------- -------- ------- -------
B shares of no par value
In issue at start of the year 539,840 - 436,657 - 376,644 -
Issued during the year 464,215 - 197,700 - 60,013 -
Cancelled during the year (4,055) - (94,517) - - -
Redesignated during the year (1,000,000) - - - - -
In issue at end of the year - - 539,840 - 436,657 -
-------------------------------- ----------- -------- -------- -------- ------- -------
D shares of no par value
In issue at start of the year 1,000 - 1,000 - 1,000 -
Cancelled during the year (1,000) - - - - -
In issue at end of the year - - 1,000 - 1,000 -
-------------------------------- ----------- -------- -------- -------- ------- -------
E shares of no par value
In issue at start of the year - - 1,000 - 1,000 -
Cancelled during the year - - (1,000) - - -
In issue at end of the year - - - - 1,000 -
-------------------------------- ----------- -------- -------- -------- ------- -------
F shares of no par value
In issue at start of the year 1,000 - 1,000 - 1,000 -
Cancelled during the year (1,000) - - - - -
In issue at end of the year - - 1,000 - 1,000 -
-------------------------------- ----------- -------- -------- -------- ------- -------
H shares of no par value
In issue at start of the year 1,000 - 1,000 - 1,000 -
Cancelled during the year (1,000) - - - - -
In issue at end of the year - - 1,000 - 1,000 -
-------------------------------- ----------- -------- -------- -------- ------- -------
I shares of no par value
In issue at start of the year 1,000 - 1,000 - 1,000 -
Cancelled during the year (1,000) - - - - -
In issue at end of the year - - 1,000 - 1,000 -
-------------------------------- ----------- -------- -------- -------- ------- -------
J shares of no par value
In issue at start of the year 1,000 - 1,000 - 1,000 -
Cancelled during the year (1,000) - - - - -
In issue at end of the year - - 1,000 - 1,000 -
-------------------------------- ----------- -------- -------- -------- ------- -------
L shares of no par value
In issue at start of the year 1,000 - 1,000 - 1,000 -
Cancelled during the year (1,000) - - - - -
In issue at end of the year - - - - 1,000 -
-------------------------------- ----------- -------- -------- -------- ------- -------
M shares of no par value
In issue at start of the year 1,000 - 1,000 - 1,000 -
Cancelled during the year (1,000) - - - - -
In issue at end of the year - - 1,000 - 1,000 -
-------------------------------- ----------- -------- -------- -------- ------- -------
N shares of no par value
In issue at start of the year 1,000 - 1,000 - 1,000 -
Cancelled during the year (1,000) - - - - -
In issue at end of the year - - 1,000 - 1,000 -
-------------------------------- ----------- -------- -------- -------- ------- -------
P shares of no par value
In issue at start of the year 1,000 - 1,000 - 1,000 -
Cancelled during the year (1,000) - - - - -
In issue at end of the year - - 1,000 - 1,000 -
-------------------------------- ----------- -------- -------- -------- ------- -------
Q shares of no par value
In issue at start of the year 1,000 - 1,000 - 1,000 -
Cancelled during the year (1,000) - - - - -
In issue at end of the year - - 1,000 - 1,000 -
-------------------------------- ----------- -------- -------- -------- ------- -------
R shares of no par value
In issue at start of the year 1,000 - 1,000 - 1,000 -
Cancelled during the year (1,000) - - - - -
In issue at end of the year - - 1,000 - 1,000 -
-------------------------------- ----------- -------- -------- -------- ------- -------
S shares of no par value
In issue at start of the year 1,000 - 1,000 - - -
Issued during the year - - - - 1,000 -
Cancelled during the year (1,000) - - - - -
In issue at end of the year - - 1,000 - 1,000 -
-------------------------------- ----------- -------- -------- -------- ------- -------
T shares of no par value
In issue at start of the year 1,000 - 1,000 - - -
Issued during the year - - - - 1,000 -
Cancelled during the year (1,000) - - - - -
In issue at end of the year - - 1,000 - 1,000 -
-------------------------------- ----------- -------- -------- -------- ------- -------
U shares of no par value
In issue at start of the year 1,000 - 1,000 - - -
Issued during the year - - - - 1,000 -
Cancelled during the year (1,000) - - - - -
In issue at end of the year - - - - 1,000 -
-------------------------------- ----------- -------- -------- -------- ------- -------
V shares of no par value
In issue at start of the year 1,000 - - - - -
Issued during the year - - 1,000 - - -
Cancelled during the year (1,000) - - - - -
In issue at end of the year - - 1,000 - - -
-------------------------------- ----------- -------- -------- -------- ------- -------
W shares of no par value
In issue at start of the year 1,000 - - - - -
Issued during the year - - 1,000 - - -
Cancelled during the year (1,000) - - - - -
In issue at end of the year - - 1,000 - - -
-------------------------------- ----------- -------- -------- -------- ------- -------
X shares of no par value
In issue at start of the year 1,000 - - - - -
Issued during the year - - 1,000 - - -
Cancelled during the year (1,000) - - - - -
In issue at end of the year - - 1,000 - - -
-------------------------------- ----------- -------- -------- -------- ------- -------
Y shares of no par value
In issue at start of the year 1,000 - - - - -
Issued during the year - - 1,000 - - -
Cancelled during the year (1,000) - - - - -
In issue at end of the year - - 1,000 - - -
-------------------------------- ----------- -------- -------- -------- ------- -------
Z shares of no par value
In issue at start of the year 1,000 - - - - -
Issued during the year - - 1,000 - - -
Cancelled during the year (1,000) - - - - -
In issue at end of the year - - 1,000 - - -
-------------------------------- ----------- -------- -------- -------- ------- -------
AA shares of no par value
In issue at start of the year 500 - - - - -
Issued during the year - - 500 - - -
Cancelled during the year (500) - - - - -
In issue at end of the year - - 500 - - -
-------------------------------- ----------- -------- -------- -------- ------- -------
Ordinary Shares of no par value
Redesignated 1,000,000 - - - -
Subdivided 99,000,000 - - - - -
Issued 8,333,333 - - - -
In issue at end of the year 108,333,333 - - - - -
-------------------------------- ----------- -------- -------- -------- ------- -------
Rights for each Ordinary Share class
New Ordinary Shares
The rights attaching to the shares are uniform in all respects
and they form a single class for all purposes, including with
respect to voting and for all dividends and other distributions
declared, made or paid on the Ordinary Share capital of the
Company.
Subject to any rights and restrictions attached to any shares,
on a show of hands every Shareholder who is present in person shall
have one vote and on a poll every Shareholder present in person or
by proxy shall have one vote per share.
Except as provided by the rights and restrictions attached to
any class of shares, Shareholders are under general law entitled to
participate in any surplus assets in a winding up in proportion to
their shareholdings.
Note that for all share classes discussed below in the following
sub-section, these shares were cancelled at the date of the IPO and
replaced with the new Ordinary Shares discussed above.
A shares
Rights:
Income - entitled to receive and participate in dividends or
other distributions attributable to the A shares resolved by the
Board to be so distributed in respect of any accounting period or
any other income or right to participate therein.
Capital - entitled on a winding up or sale to participate in the
distribution of capital in the manner described in Companies Law
and solely in respect of amounts paid up on such A shares.
Voting - entitled to receive notice of and to attend general
meetings of the Company but not vote at such meetings.
B shares
Rights:
Income - entitled to receive and participate in dividends or
other distributions attributable to the B shares resolved by the
Board to be so distributed in respect of any accounting period or
any other income or right to participate therein.
Capital - entitled on a winding up or sale to participate in the
distribution of capital in the manner described in Companies Law
and in proportion to the number of B shares held by them.
Redemption - redeemable at the option of the Company upon the
member ceasing to be an employee or ceasing to hold the shares for
an employee.
Voting - entitled to receive notice of and to attend and vote at
general meetings of the Company.
D to AA shares ("Alphabet shares" - each a separate share
class)
Rights:
Income - entitled to receive and participate in dividends or
other distributions attributable to the respective class of the
Alphabet shares resolved by the Board to be so distributed in
respect of any accounting period or any other income or right to
participate therein.
Capital - entitled on a winding up or sale to participate in the
distribution of capital in the manner described in Companies Law
and solely in respect of amounts paid up on such Alphabet
shares.
Voting - entitled to receive notice of and to attend general
meetings of the Company but not vote at such meetings.
Dividends paid on the above Shares are included in note 12
above.
Preference shares
31 March 31 March 1 April
2021 2020 2019
GBP GBP GBP
------------------------------------------------------------ -------- -------- -------
Allotted, called up and fully paid
Redeemable shares of no par value paid up at GBP1 per share
At 1 April 849 853 859
Fully redeemed and cancelled during the year (849) (4) (6)
------------------------------------------------------------ -------- -------- -------
- 849 853
------------------------------------------------------------ -------- -------- -------
These were held in the books of Foresight Group CI Limited
("FGCI") for the benefit of Beau Port Investments Limited. The
redeemable shares were redeemable at the sole option of FGCI, had
no par value and had no voting rights, save in respect of any
resolution to change the rights attached to them.
The Articles of Association of FGCI gave it the power to issue
an unlimited number of shares of no par value as permitted by
law.
The redemptions of preference shares over the period are
included in note 12 above.
The preference shares were fully redeemed during the year ended
31 March 2021 (pre-IPO).
Group reorganisation reserve
The Group reorganisation reserve consists of the Ordinary Share
capital of FGCI. As there is no investment in FGCI held in the
books of any holding companies (Foresight Group Holdings Limited)
this balance is left as a Group reserve.
Retained earnings
Includes all current and prior period retained profits and
losses.
Share-based payment reserve
The share-based payment reserve represents the cumulative cost
of share-based payments associated with the Foresight plan, see
note 35.
Share premium
Ordinary Shares issued by the Group are recognised at the
proceeds or fair value received, with the excess of the amount
received over nominal value being credited to the share premium
account (net of the direct costs of issue) as follows:
GBP000
----------------------------------- -------
At 1 April 2019 and 2020 -
Cash on primary raise 35,000
Transaction costs of primary raise (2,960)
----------------------------------- -------
At 31 March 2021 32,040
----------------------------------- -------
The total transaction costs relating to the IPO amounted to
GBP5.275 million, of which GBP2.96 million was taken to the share
premium account and GBP2.3 million was expensed through
administrative expenses in the Statement of Comprehensive
Income.
26. Commitments and contingencies
There were no capital commitments at 31 March 2020 or 31 March
2021.
27. Financial instruments - classification and measurement
Financial assets
Financial assets comprise cash and cash equivalents, trade
receivables and other receivables (at amortised cost) and unlisted
investments (at FVTPL), as follows:
31 March 31 March 1 April
2021 2020 2019
GBP000 GBP000 GBP000
---------------------------- -------- -------- -------
Trade and other receivables 17,923 12,936 12,333
Cash and cash equivalents 39,431 13,002 10,067
Unlisted investments 2,075 1,233 1,206
---------------------------- -------- -------- -------
59,429 27,171 23,606
---------------------------- -------- -------- -------
Financial liabilities
Financial liabilities measured at amortised cost comprise trade
payables and other creditors/accruals as follows:
31 March 31 March 1 April
2021 2020 2019
GBP000 GBP000 GBP000
----------------------------- -------- -------- -------
Trade creditors 1,175 1,570 672
Other creditors and accruals 18,785 14,683 11,260
----------------------------- -------- -------- -------
19,960 16,253 11,932
----------------------------- -------- -------- -------
Financial risk management
The Group's activities expose it to a variety of financial
risks: market risk (including cash flow interest rate risk),
liquidity risk and credit risk. Risk management is carried out by
the Board of Directors. The Group uses financial instruments to
provide flexibility regarding its working capital requirements and
to enable it to manage specific financial risks to which it is
exposed.
(a) Market risk
(i) Market price risk
Market price risk arises from uncertainty about the future
prices of financial instruments held in accordance with the Group's
investment objectives. It represents the potential loss that the
Group might suffer through holding market positions in the face of
market movements.
The investments in equity and loan stocks of unquoted companies
are rarely traded and as such the prices are more difficult to
determine than those of more widely traded securities. In addition,
the ability of the Group to realise the investments at their
carrying value will at times not be possible if there are no
willing purchasers. The potential maximum exposure to market price
risk, being the value of the investments as at 31 March 2021, was
GBP2.1 million (31 March 2020: GBP1.2 million).
(ii) Interest rate risk
The Group has only GBP4.3 million of external debt, related to
the PiP acquisition during the year ended 31 March 2021 (see note
29 below) with a fixed interest rate. As the interest rates on
Shareholders' loans and lease contracts are also fixed, interest
rate risk is considered to be very low. Floating rate investments
relate to the interest-bearing deposit account which earned
interest based on the Bank of England rate of 0.1% at 31 March
2021. As at 31 March 2021, if the interest rate increased or
decreased by ten basis points the interest earned would increase or
decrease by GBP4,000.
(iii) Foreign exchange risk
The Group is not exposed to significant foreign exchange
translation or transaction risk as the Group's activities are
primarily within the UK. Foreign exchange risk is therefore
considered immaterial.
(b) Liquidity risk
Liquidity risk is the risk that the Group will not be able to
meet its financial obligations as they fall due. The Group ensures
that it has sufficient cash or working capital facilities to meet
the cash requirements of the Group in order to mitigate this risk.
Foresight is financed through a combination of share capital,
undistributed profits and cash.
(c) Credit risk
Credit risk refers to the risk that a counterparty will default
on its contractual obligations resulting in financial loss to the
Group. In order to minimise the risk, the Group endeavours only to
deal with companies which are demonstrably creditworthy and this,
together with the aggregate financial exposure, is continuously
monitored. The maximum exposure to credit risk is the value of the
outstanding amount.
The Group does not consider that there is any concentration of
risk within either trade or other receivables. There are no
impairments to trade or other receivables in each of the years
presented.
Credit risk on cash and cash equivalents is considered to be
very low as the counterparties are all substantial banks with high
credit ratings.
Capital risk management
The Group is equity funded and this makes up the capital
structure of the business. Equity comprises share capital, share
premium and retained profits and is equal to the amount shown as
"Equity" in the balance sheet.
The Group's current objectives when maintaining capital are
to:
Safeguard the Group's ability as a going concern so that it can
-- continue to pursue its growth plans
Maintain adequate financial flexibility to preserve its ability
-- to meet financial obligations, both current and long term
-- Maintain regulatory capital
-- Provide a reasonable expectation of future returns to Shareholders
The Group sets the amount of capital it requires in proportion
to risk. The Group manages its capital structure and makes
adjustments to it in the light of changes in economic conditions
and the risk characteristics of underlying assets. In order to
maintain or adjust the capital structure, the Group may issue new
shares or sell assets to reduce debt.
During the year to 31 March 2021, the Group's strategy remained
unchanged and all regulatory capital requirements of subsidiaries
in the Group were complied with. Foresight Group LLP has documented
its Pillar III disclosures required by the Financial Conduct
Authority under BIPRU 11. These are available on the Foresight
Group website or from its registered office.
Fair value hierarchy
Unquoted investments represents the Group's share of the value
of the underlying investments held across various Funds Under
Management. These unquoted investments are valued on a net asset
basis by the Group. The actual underlying investments are valued in
accordance with the following rules, which are consistent with the
IPEV Valuation Guidelines. When valuing an unquoted investment at
fair value the following factors will be considered:
i. Where a value is indicated by a material arms-length transaction by
an independent third party in the shares of a company, this value
will be used
ii. In the absence of (i), and depending upon both the subsequent trading
performance and investment structure of an investee company, the valuation
basis will usually move to either:
a) an earnings multiple basis. The shares may be valued by applying
a suitable multiple to that company's historic, current or forecast
earnings before tax, interest, depreciation and amortisation
(the ratio used being based on a comparable sector but the resulting
value being adjusted to reflect points of difference identified
compared to the sector including, inter alia, illiquidity);
or
b) where a company's under-performance against plan indicates a
diminution in the value of the investment, a write down against
cost is made, as appropriate. Where the value of an investment
has fallen permanently below cost, the loss is treated as a
permanent write down and as a realised loss, even though the
investment is still held. The Group assesses the portfolio for
such investments and, after agreement with the relevant manager,
will agree the values that represent the extent to which a realised
loss should be recognised. This is based upon an assessment
of objective evidence of that investment's future prospects,
to determine whether there is potential for the investment to
recover in value
iii. Premiums on loan investments are accrued at fair value when the Company
receives the right to the premium and when considered recoverable
iv. Where an earnings multiple or cost less impairment basis is not appropriate
and overriding factors apply, discounted cash flow, a net asset valuation,
or industry specific valuation benchmarks may be applied. An example
of an industry specific valuation benchmark would be the application
of a multiple to that company's historic, current or forecast turnover
(the multiple being based on a comparable sector but with the resulting
value being adjusted to reflect points of difference including, inter
alia, illiquidity)
The following table shows financial instruments recognised at fair value, analysed
between those whose fair value is based on:
-- Quoted prices (unadjusted) in active markets for identical assets
or liabilities (Level 1)
-- Inputs other than quoted prices included in Level 1 that are observable
for the asset or liability, either directly (as prices) or indirectly
(derived from prices) (Level 2)
-- Inputs for the instrument that are not based on observable market
data (unobservable inputs) (Level 3)
Level 1 Level 2 Level 3 Total
As at 31 March 2021 GBP000 GBP000 GBP000 GBP000
-------------------------- ------- ------- ------- ------
Unquoted investments - - 2,075 2,075
-------------------------- ------- ------- ------- ------
Net financial instruments - - 2,075 2,075
Level 1 Level 2 Level 3 Total
As at 31 March 2020 GBP000 GBP000 GBP000 GBP000
-------------------------- ------- ------- ------- ------
Unquoted investments - - 1,233 1,233
-------------------------- ------- ------- ------- ------
Net financial instruments - - 1,233 1,233
-------------------------- ------- ------- ------- ------
Level 1 Level 2 Level 3 Total
As at 1 April 2019 GBP000 GBP000 GBP000 GBP000
-------------------------- ------- ------- ------- ------
Unquoted investments - - 1,206 1,206
-------------------------- ------- ------- ------- ------
Net financial instruments - - 1,206 1,206
-------------------------- ------- ------- ------- ------
Transfers
During the period there were no transfers between Levels 1, 2 or
3.
The unobservable inputs may be summarised as follows:
March 2021 Significant Change in
fair value unobservable Range Sensitivity fair value
Asset class and valuation GBP000 inputs estimates factor GBP000
-------------------------- ---------- ------------ --------- ----------- ----------
Net financial instruments 2,075 NAV 1x +/-5% +/- 103.7
-------------------------- ---------- ------------ --------- ----------- ----------
As can be seen in the table above, the most significant
unobservable input is in relation to the NAV of the relevant
investments. A change of 5% to this assumption would increase or
decrease the value of these investments by GBP103,700.
28. Earnings per share
Basic earnings per share is calculated by dividing the profit
attributable to the owners of the parent company by the weighted
average number of shares in issue during the period.
There were no dilutive share options in issue during the
period.
31 March 31 March
2021 2020
GBP000 GBP000
--------------------------------------------------------------- -------- --------
Earnings
Earnings for the purposes of basic earnings per share,
being profit attributable to the owners of the parent company 15,174 56,021
Continuing activities 15,174 1,746
--------------------------------------------------------------- -------- --------
Discontinued activities - 54,275
--------------------------------------------------------------- -------- --------
31 March 31 March
2021 2020
------------------------------------------------------------------- -------- --------
Number of shares
Weighted average number of shares in issue during the period (000) 101,780 94,918
------------------------------------------------------------------- -------- --------
Earnings per share Group (Basic) GBP0.15 GBP0.59
------------------------------------------------------------------- -------- --------
Earnings per share continuing (Basic) GBP0.15 GBP0.02
------------------------------------------------------------------- -------- --------
Earnings per share discontinued (Basic) - GBP0.57
------------------------------------------------------------------- -------- --------
Earnings per share Group (Diluted) GBP0.15 GBP0.59
------------------------------------------------------------------- -------- --------
Earnings per share continuing (Diluted) GBP0.15 GBP0.02
------------------------------------------------------------------- -------- --------
Earnings per share discontinued (Diluted) - GBP0.57
------------------------------------------------------------------- -------- --------
29. Business combinations
Details of the acquisition in the year ended 31 March 2021 are
as follows:
Country of Nature of Date of Consideration Percentage
Business incorporation activity acquisition GBP000 ownership
------------ -------------- ----------------- ------------ ------------- ----------
Asset management
PiP Manager services to 18 August
Limited UK pension funds 2020 5,339 100%
------------ -------------- ----------------- ------------ ------------- ----------
The entity was acquired via direct investment in the share
capital of the target. The following subsidiaries of PiP Manager
Ltd were also acquired:
-- PiP Multi-Strategy Infrastructure Limited
-- PiP Multi-Strategy Infrastructure (Scotland) Limited
-- PiP RP-MA GP LLP
-- PiP Multi-Strategy Infrastructure GP LLP
-- PiP WM-MA GP LLP
The carrying amount of assets and liabilities in the books of
the acquiree at the date of acquisition was as follows:
GBP000
---------------------------- ------
Trade and other receivables 377
Cash and cash equivalents 3,446
Trade and other payables (362)
Non-current payables (439)
Deferred taxation asset 50
---------------------------- ------
Total carrying value 3,072
---------------------------- ------
Purchase consideration was GBP1.1 million of cash and GBP4.2
million of loans due to the vendors taken on by the Group at
acquisition (further details of these loans are included in note 23
above). Transaction costs of GBP184,000 (which have been expensed)
comprise adviser fees, including financial, tax and legal due
diligence costs. Consideration is broken down as follows:
GBP000
----------------------- ------
Cash paid 1,098
----------------------- ------
1,098
Founder loans taken on 4,241
----------------------- ------
Total consideration 5,339
----------------------- ------
The above acquisition is reflected in the cash flow statement as
follows:
GBP000
------------------------------------------- -------
Cash paid (1,098)
------------------------------------------- -------
(1,098)
Cash acquired on acquisition of subsidiary 3,446
------------------------------------------- -------
Total per cash flow statement 2,348
------------------------------------------- -------
The following intangible assets were recognised at
acquisition:
GBP000
---------------------------------- ------
Intangible asset - customer lists 2,879
---------------------------------- ------
The fair values of the assets and liabilities arising from the
acquisition are as follows:
GBP000
----------------------------------------------- ------
Intangible asset 2,879
Trade and other receivables 377
Cash and cash equivalents 3,446
Trade and other payables (362)
Non-current payables (439)
Deferred taxation asset 159
Deferred taxation liability - intangible asset (547)
Net assets acquired 5,513
Consideration 5,339
Gain on bargain purchase (174)
----------------------------------------------- ------
Transaction costs 184
----------------------------------------------- ------
The fair value of the intangible asset above was derived from
cash flow forecasts for the PiP standalone business, over a 20-year
period using a 13.75% discount rate based on the weighted average
cost of capital ("WACC") derived from a capital asset pricing model
("CAPM"). The intangible is being amortised over a useful life of
20 years.
The acquisition of PiP resulted in a small gain on bargain
purchase as a result of the assessment of fair value of assets
acquired and liabilities assumed marginally exceeding the total of
the fair value of the purchase consideration. The Group has
credited the gain on bargain purchase to the Consolidated Statement
of Comprehensive Income during the year ended 31 March 2021, within
administrative expenses.
Amounts that the acquisition contributed to both Group revenue
and profit in the post acquisition period are as follows:
GBP000
------------------------------- ------
Revenue contribution 1,432
------------------------------- ------
Profit before tax contribution 212
------------------------------- ------
30. Discontinued operations
On 13 November 2019, the Group disposed of 100% of its interests
in Foresight Metering Management Ltd ("FMML") for a cash
consideration of GBP103,309,554.
In accordance with IFRS 5 Non-current Assets Held for Sale and
Discontinued Operations, the results of these operations have been
reclassified as discontinued operations in these consolidated
financial statements. Profit from discontinued operations for the
years ended 31 March 2020 and 2021 has been shown as a single line
in the Consolidated Statement of Comprehensive Income and net cash
flows from discontinued operations have been shown as a single line
in the Consolidated Cash Flow Statement.
Further analysis of the results and cash flows for the
discontinued operations presented in the consolidated financial
statements is shown below.
The post-tax gain on disposal of discontinued operations was
determined as follows:
31 March 31 March
2021 2020
GBP000 GBP000
------------------------------------------------------ -------- --------
Cash consideration received - 103,310
Other consideration received - -
Cash paid on disposal - (9,270)
------------------------------------------------------ -------- --------
Total consideration received - 94,040
------------------------------------------------------ -------- --------
Cash disposed of - (5,452)
------------------------------------------------------ -------- --------
Net cash inflow on disposal of discontinued operation - 88,588
Net assets disposed (other than cash)
Property, plant and equipment - (66,934)
Intangibles - (12,898)
Intangibles - goodwill - (19,970)
Stock, trade receivables and other receivables -
Trade and other payables - 7,745
Other financial liabilities - 65,542
Deferred tax liability - 2,193
Pre-tax gain on disposal of discontinued operation - 57,227
Related tax expense - -
------------------------------------------------------ -------- --------
Gain on disposal of discontinued operation - 57,227
------------------------------------------------------ -------- --------
Results of discontinued operations
31 March 31 March
2021 2020
GBP000 GBP000
------------------------------------------------------ -------- --------
Revenue - 9,153
Expenses other than finance costs - (6,465)
Finance costs - (5,239)
Tax expense/credit - (401)
Gain from selling discontinued activities, net of tax - 57,227
------------------------------------------------------ -------- --------
Profit on discontinued activities - 54,275
------------------------------------------------------ -------- --------
31 March 31 March
2021 2020
GBP GBP
-------------------------------- -------- --------
Basic earnings/(loss) per share - 0.57
-------------------------------- -------- --------
Statement of cash flows
31 March 31 March
2021 2020
GBP000 GBP000
-------------------------------------------- -------- --------
Operating activities - (3,150)
Financing activities 819 (5,452)
Investing activities - 53,935
-------------------------------------------- -------- --------
Net cash flows from discontinued activities 819 45,333
-------------------------------------------- -------- --------
The cash inflow in the year ended 31 March 2021 relates to the
residual cash at bank in Foresight Metering Limited which was
transferred to the Group.
31. Assets and liabilities of disposal group
The assets and liabilities of operations classified as a
disposal group as at 1 April 2019, 31 March 2020 and 31 March 2021
are as follows:
31 March 31 March 1 April
2021 2020 2019
GBP000 GBP000 GBP000
----------------------------- -------- -------- ---------
Assets
Fixed assets
Tangible assets - - 27
Intangible assets - - 12,898
Intangible assets - goodwill - - 19,970
Current assets
Stock - - 2,067
Debtors < 1 year - - 2,728
Investment in finance leases - - 58,978
Cash 65 891 4,069
----------------------------- -------- -------- ---------
Total assets 65 891 100,737
----------------------------- -------- -------- ---------
Liabilities
Creditors < 1 year (1) (9) (24,961)
Creditors > 1 year - - (45,383)
Deferred tax liability - - (2,193)
Share capital - - (362)
Preference shares - - (35,865)
Growth shares - - (33)
----------------------------- -------- -------- ---------
Total liabilities (1) (9) (108,797)
----------------------------- -------- -------- ---------
The assets and liabilities of the disposal group relate to the
disposal of FMML as summarised in note 30 above.
The assets above at 31 March 2021 and 2020 relate to residual
cash balances in Foresight Metering Ltd. The liabilities at the
same dates relate to accruals made for liquidator costs.
32. Related party transactions
Transactions between the parent company and its subsidiaries,
which are related parties, have been eliminated on consolidation
and are not disclosed.
Transactions with key management personnel
The Group considers the Executive Committee ("Exco") members as
the key management personnel and the table below sets out all
transactions with these personnel:
31 March 31 March
2021 2020
GBP000 GBP000
-------------------------- -------- --------
Emoluments 830 1,008
Partnership profit share 3,217 3,616
Equity dividends 9,319 1,260
Capital redemptions 4,763 2,416
Share buybacks 10 24,197
Private medical insurance 8 8
Other benefits 1 -
IPO proceeds 148,070 -
-------------------------- -------- --------
Total 166,218 32,505
-------------------------- -------- --------
Loans to and from Shareholders
A loan of GBP500,000 was made to a Shareholder on 19 December
2019. It was interest free provided the loan was repaid by the
repayment date (31 March 2020). The loan was repaid on 31 March
2020 following the buyback of some of the Shareholder's shares.
During the year ended 31 March 2020, Bernard Fairman made a
short-term unsecured loan of GBP750,000 at nil interest to the
Company. This loan was repaid on 18 December 2020.
Staff advances
During the year ended 31 March 2020, GBP1,600,000 of staff
advances were made to various members of Foresight Group LLP. The
advances are to be expensed over five years in line with the
contractual terms of the advances but are repayable if the relevant
individuals leave the Group. During the year ended 31 March 2021, a
further GBP1,500,000 of advances were made by Foresight Group LLP
and GBP100,000 by Foresight Group Holdings Limited and GBP440,000
of the advances were expensed.
Disposal of long leasehold property
On 2 February 2021, the leasehold interest for Flat 18, Railway
& Bicycle, 205 London Road, Sevenoaks was purchased from
Foresight Group LLP by Julia Fairman, the wife of the Executive
Chairman of the Group, for GBP450,000 (being the fair market
value). As part of this transaction, it was agreed that Foresight
Group LLP will continue to pay any council tax, utilities, services
charges and rates payable in connection with the flat for as long
as Bernard Fairman acts as Executive Chairman of FGHL.
Other related party transactions
At 31 March 2021, the Company owed Beau Port Investments
Limited, a privately owned company of Bernard Fairman, GBP530,000
in unpaid dividends. This balance is to be fully repaid by 31 March
2022 and Bernard Fairman has agreed to reduce his salary for the
year ending 31 March 2022 as a result of this dividend.
33. Ultimate holding company
Foresight Group Holdings Limited is the ultimate parent company
of a group of companies that form the Group presented in this
financial information. The Company is a company incorporated and
domiciled in Guernsey.
34. Subsequent events
There are no material subsequent events to report from 31 March
2021 to the date of issue of these accounts.
35. Share-based payments
The cost related to share-based payments recognised by the Group
in the Consolidated Statement of Comprehensive Income is shown
below:
31 March 31 March
2021 2020
GBP000 GBP000
--------------- -------- --------
Foresight Plan 35 349
--------------- -------- --------
The Foresight Plan
The Foresight Plan was introduced in 2014 and provided for the
grant of shares to members of staff. Shares granted under the
Foresight Plan vested after the members of staff had reached an
uninterrupted period of service of ten years with Foresight Group
(or any of its subsidiaries). Shares granted under the Foresight
Plan were accounted for as equity-settled. The Foresight Plan
ceased in February 2021.
The equity-settled payments below represent the share-based
payments related to the Foresight Plan. The valuation attributed to
the payments was on a EBITDA market multiple basis; this did not
take into consideration any future dividends or other features of
equity instruments in determining this valuation.
Total expense for each year in which shares were granted
(excluding national insurance) was as follows:
31 March 31 March
2021 2020
Year of grant GBP000 GBP000
------------------------------------------------------------------------------ -------- --------
2014 - 121,023
2015 6,589 62,516
2016 - 133,604
2017 587 781
2018 5,721 7,614
2019 7,577 13,115
2020 14,752 9,979
2021 - -
------------------------------------------------------------------------------ -------- --------
Total Foresight share-based payments expense reported in comprehensive income 35,226 348,632
------------------------------------------------------------------------------ -------- --------
Unvested shares outstanding under the Foresight Plan were as
follows:
31 March 2021 31 March 2020
---------------------- ----------------------
Weighted Weighted
Number of average Number of average
shares share price shares share price
granted GBP granted GBP
------------------------------- --------- ----------- --------- -----------
At the beginning of the year 45,605 6 16,030 119
Granted 11,654 4 36,498 3
Vested (1,830) (12) (6,923) (254)
Extinguished (55,429) (4) - -
------------------------------- --------- ----------- --------- -----------
Awards outstanding at year end - - 45,605 6
------------------------------- --------- ----------- --------- -----------
The Foresight SIP
Under the Foresight Share Incentive Plan ("SIP") for each one
partnership share that an employee buys, Foresight offers two free
matching shares. In each tax year, employees can buy up to GBP1,800
or 10% of salary (whichever is lower) of partnership shares from
their pre-tax salary. If an employee leaves the Group, any matching
shares held for less than three years will be withdrawn, i.e. the
vesting period of the matching shares is three years with the
performance condition of continuous service. The SIP scheme was
accounted for as an equity-settled share-based payment transaction.
The first grant date of the SIP scheme was 28 February 2021 which
would give rise to a GBP10,000 expense in the current financial
year but will be accounted for next year as it was trivial to
include in the current financial year.
The Pensions Infrastructure Platform Ltd ("PiP") LTIP
PiP operates a cash LTIP scheme that is subject to specific
performance criteria that are assessed over a two-year period and a
subsequent vesting period of three years before the cash is paid
out in stages. The award made in 2017 is now fully vested and
accruals for the amounts due within the year of GBP136,500 and
amounts due after one year of GBP297,098 have been recognised.
GLOSSARY
Absolute TSR Share price appreciation plus dividends paid to
show total return to a Shareholder, expressed
as a percentage
AITS Foresight's Accelerated Inheritance Tax Solution
AUM Assets Under Management (FUM + DUM)
BPIL Beau Port Investments Limited
CAGR Compound Annual Growth Rate
CASS The Financial Conduct Authority's Client Assets
Sourcebook
CFO Chief Financial Officer of Foresight Group
CIO Chief Investment Officer of Foresight Group
Company Foresight Group Holdings Limited
COO Chief Operating Officer
Core EBITDA Core earnings before interest, taxes, depreciation
and amortisation. See explanation in note 7 of
the financial statements
CRO Chief Risk Officer of Foresight Group
D&I Diversity and Inclusion
DUM Debt Under Management
ECL Expected Credit Losses
EPS Earnings per share
ESG Environmental, Social and Governance
Ethical Standard FRC's Revised Ethical Standard (2019)
FEIP Foresight Energy Infrastructure Partners
FGCI Foresight Group CI Limited
FGLLP/LLP Foresight Group LLP
Foresight/Foresight Foresight Group Holdings Limited together with
Group/Group its direct and indirect subsidiary undertakings
FPPP Report Financial Position Prospects and Procedures Report
FSFL Foresight Solar Fund Limited
FTE Full-Time Equivalent
FUM Funds Under Management
FVTPL Fair value through profit and loss
GHGs Greenhouse gases
Gross fundraising Gross institutional funds raised and gross retail
funds raised
IBR Incremental Borrowing Rate
IFRS International Financial Reporting Standard(s)
IPCC International Panel on Climate Change
IPO Initial Public Offering
ISAE 3402 International Standard on Assurance Engagements
- 3402, Assurance Reports on Controls at a Service
Organisation
ITS Foresight's Inheritance Tax Solution
JLEN JLEN Environmental Assets Group
MAR Market Abuse Regulation being the UK version of
Regulation (EU) No 596/2014 which has effect in
English law by virtue of the European Union (Withdrawal)
Act 2018
NAV Net Asset Value
NEDs Non-Executive Directors
Net fundraising Gross funds raised less outflows of funds for
the same period (predominantly consisting of outflows
through the OEICs)
OEIC Open Ended Investment Company
PiP Pensions Infrastructure Platform
PRI The UN's Principles for Responsible Investment
PSP Performance Share Plan
Recurring Revenue Management, secretarial and Directors' fees
ROU Right-of-use assets
SDG Sustainable Development Goals
SEC Sustainability Evaluation Criteria
Shareholder Holder of the Company's Ordinary Shares
SIP Share Incentive Plan
TCFD Task Force on Climate-related Financial Disclosures
the Code The UK Corporate Governance Code
ToR Terms of Reference
TSR Total Shareholder Return
UNGC UN Global Compact
------------------- ---------------------------------------------------------
CORPORATE INFORMATION
Registered number
51521
Directors
Bernard Fairman
(Executive Chairman)
Gary Fraser
(Chief Financial Officer and Chief Operating Officer)
Alison Hutchinson, CBE
(Senior Independent Non--Executive Director)
Geoffrey Gavey
(Independent Non-Executive Director)
Mike Liston, OBE
(Independent Non-Executive Director)
Company Secretary
Jo-anna Nicolle
Registered office
Ground Floor
Dorey Court
Admiral Park
St Peter Port
Guernsey GY1 2HT
Principal office
The Shard
32 London Bridge St
London SE1 9SG
Sponsor, Joint Global Co --ordinator and Joint Bookrunner
Numis Securities Limited
London Stock Exchange Building
10 Paternoster Square
London EC4M 7LT
Joint Global Co-ordinator and Joint Bookrunner
Jefferies International Limited
100 Bishopsgate
London EC2N 4JL
English and US legal advisers
Travers Smith LLP
10 Snow Hill
London EC1A 2AL
Guernsey legal advisers
Ogier (Guernsey) LLP
Redwood House
St Julian's Avenue
St Peter Port
Guernsey GY1 1WA
Auditors
BDO LLP
55 Baker Street
London W1U 7EU
Registrar
Computershare Investor Services (Guernsey) Limited
13 Castle Street
St Helier
Jersey JE1 1ES
ends
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END
FR FQLLLFDLBBBL
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July 27, 2021 02:00 ET (06:00 GMT)
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