TIDMHR2O
Hazel Renewable Energy VCT2 plc
Legal Entity Identifier: 213800GQ3JQE2M214C75
Final results for the year ended 30 September 2018
FINANCIAL HIGHLIGHTS
30 September 30 September
2018 2017
Pence Pence
Net asset value per Ordinary Share 119.1 114.9
Net asset value per 'A' Share 0.1 0.1
Cumulative Dividends paid 39.5 39.5
Total return per Ordinary Share and
'A' Share 158.7 154.5
CHAIRMAN'S STATEMENT
I am pleased to present the Annual Report of Hazel Renewable Energy VCT2
plc, which covers the year ended 30 September 2018.
As most Shareholders will be aware, with effect from November 2017 the
Investment Advisory Agreement transferred to Gresham House Asset
Management Limited. At the same time, Giles Clark, who was heavily
involved in the reorganisation process in a consultative capacity,
joined the Board as a Non-executive Director. Giles trained as an
accountant and since 2006 has acted as an investor, developer and
operator of large scale solar projects in Europe and the UK (see further
details on page 2 of the Annual Report).
I was encouraged by the recent announcement that Gresham House has
agreed to acquire the fund and investment management business of
Livingbridge VC LLP that includes the two Baronsmead Venture Capital
Trusts (VCTs). Founded in 1995, the Baronsmead brand is well known and
respected within the VCT community for delivering consistent performance
and strong governance.
Whilst the investment emphasis of the Hazel Capital Renewable Energy
VCTs remains on renewable infrastructure, I expect there to be benefits
to shareholders resulting from the deal. The addition of eight
specialist investment and research professionals covering both public
and private market opportunities will provide broader coverage and
increased deal flow. Additional resource in the middle office at Gresham
House should also lead to improved efficiency in performance analysis
and reporting.
Over the last two years there have also been some significant changes to
the VCTs regulations and, partly as a result of this, the Company
decided to raise additional funds by way of two small top-up offers for
subscription.
I am pleased to report that the underlying investment portfolio has been
stable and has produced satisfactory results for the year. Although
solar irradiation was strong during the summer months, some technical
issues offset some of the performance gains that might otherwise have
arisen from this year's sunny weather. However, the long-term outlook
for the portfolio as a whole looks positive, with returns from the
installed base of assets expected to continue to generate steady cash
flows, resulting in an overall unrealised valuation uplift of
GBP753,000.
Board composition
The Board comprises three non-executive directors with a broad range of
experience and we continue to work closely with the Board of the sister
company, Hazel Renewable Energy VCT1 plc ("Hazel1").
The Board considers that the Company, together with Hazel1 and the
Investment Adviser, is adequately resourced to continue to provide good
returns for Shareholders over the foreseeable future.
Investment portfolio
At the year end, the Company held a portfolio of 16 investments, which
were valued at GBP30.6 million. There were no additions to the portfolio
during the year, however two loan note investments were partially
redeemed, and one loan note investment was fully redeemed, all at par.
The portfolio is analysed (by value) between the different types of
assets as follows:
Ground-mounted Solar 81.6%
Rooftop Solar 11.1%
Small Wind 5.7%
Vehicle Charging 1.6%
The Board has reviewed the investment valuations at the year end and
made a number of adjustments. Net unrealised gains on the portfolio
totalled GBP753,000. This has been driven by favourable movements in
some of the key inputs into the financial models of the underlying
assets.
Further detail on the investment portfolio is provided in the Investment
Advisor's Report.
Net asset value and results
At 30 September 2018, the Net Asset Value ("NAV") per Ordinary Share
stood at 119.1p and the NAV per 'A' Share stood at 0.1p, producing a
combined total of 119.2p per "pair" of Shares. This represents an
increase of 4.24p (3.7%) over the year.
Total dividends paid to date (including those paid in December 2018) for
a combined holding of one Ordinary Share and one 'A' Share stand at
45.5p. Total Return (NAV plus cumulative dividends) stands at 158.7p,
compared to the cost to investors in the initial fundraising of GBP1.00
or 70.0p net of income tax relief.
The profit on ordinary activities after taxation for the year was
GBP804,000, comprising a revenue profit of GBP112,000 and a capital gain
of GBP692,000 as shown in the Income Statement.
Dividends
In recent years the Company has paid its annual dividend in September.
In the Half Year Report, I announced that the Company plans to pay
dividends in future in December as this better synchronises with the
income generated by the assets held by the portfolio companies.
On 14 November 2018, the Board declared dividends in respect of the year
ended 30 September 2018 of 5.4958p per Ordinary Share and 0.5042p per A
Share. These dividends were paid on 14 December 2018 to Shareholders on
the register at 23 November 2018.
Fundraising activities
Changes to the VCT regulations over the last two years have created some
challenges for your Company. You will recall that from April 2014 new
investments in contract backed renewable energy projects are no longer
eligible as qualifying VCT investments. Furthermore, with effect from 1
October 2019 for this Company, the required level of qualifying
investments the VCT must hold will increase from 70% to 80%. The Board
reviewed how this might best be achieved in the longer term and
considered that a further fundraise, in order to invest in new
qualifying investments, would be the most appropriate course of action.
In March 2018, the Company undertook a small top-up offer for
subscription. This offer sold out very quickly raising GBP1.7 million
for the Company and GBP2.5 million for Hazel1. In view of the level of
demand a further top-up was launched in September. This offer also sold
out in short time raising, GBP4.0 million alongside GBP3.2 million for
Hazel1. For your Company, a total of 4,647,144 Ordinary and 5,684,428
'A' Shares were issued in respect of the offers.
These new funds provide the opportunity for the Company to consider
making a small number of new VCT qualifying investments and provide the
Company with some additional flexibility that will help it to maintain
the new 80% qualification threshold.
It is envisaged that the new investments, which must meet all of the VCT
regulations including the type of business, size, age and the risk to
capital test, will be different from the assets in which the VCT is
currently invested. As stated in the top up offer document, the
Investment Advisor will be looking for companies within the clean
technology space, which offer the prospect of maximising returns for
Shareholders, through them having a good management team, an excellent
business plan and significant growth potential. The VCT may also invest
in companies quoted on AIM.
Share Buybacks
The Board is aware that from time to time some Shareholders may wish to
realise part or all of their investment and has therefore taken steps to
try to ensure that there is a liquid market in the Company's shares.
During the period, the Company purchased a total of 2,466,228 Ordinary
Shares at an average price of 112.6p per Share, and a total of 2,466,978
'A' Shares at an average price of 0.1p. These Shares are held in
treasury.
The Company has a policy of buying Shares that become available in the
market at a price approximately equivalent to a 2% discount to NAV. This
policy is subject to liquidity and regulatory constraints. The Board
reviews the buyback policy from time to time and may make changes if it
considers that to be in the best interests of Shareholders as a whole.
Shareholders considering selling their Shares should contract the broker
for the Company, whose details are shown on the Shareholder Information
page of the Annual Report.
Change of name
Now that Hazel Capital LLP has been fully integrated into the Gresham
House business, the Board believes that the logical next step is to
change the name of the Company to Gresham House Renewable Energy VCT2
plc (and that of the sister Company to Gresham House Renewable Energy
VCT1 plc).
A resolution to approve the change of name will be put to both sets of
Shareholders at their respective forthcoming AGMs.
Annual General Meeting
The Company's eighth AGM will be held at Gresham House's offices at
Octagon Point, 5 Cheapside, London EC2V 6LP 11:10 a.m. on 6 March 2019.
Four items of special business will be proposed as follows:
-one resolution seeking authority to undertake share buybacks;
-two resolutions seeking authority to allow the Directors to allot
shares and disapply pre-emption rights in respect of those shares
(including shares held in treasury); and
-one resolution seeking authority to change the name of the Company, to
Gresham House Renewable Energy VCT2 plc.
Outlook
Now that the changes to the Investment Advisory arrangements are behind
us, over the coming year we will be seeking to leverage the additional
resources that Gresham House brings to the Company, to ensure that the
performance of the assets and Shareholder returns are optimised, while
also ensuring that the Company comfortably maintains its VCT status and
the accompanying tax benefits. Working closely with the Investment
Adviser, the Board will also be seeking to invest the proceeds of the
top up offers in attractive VCT qualifying assets.
I look forward to meeting those investors that are able to attend the
forthcoming AGM in March. Meanwhile, I would encourage you to take a
look at the Gresham house website (newenergy.greshamhouse.com
https://www.globenewswire.com/Tracker?data=qowf-LJdR3Ek2wisjY8LPeyqIMmNV3PLro1xlbtCd4BKaxy0CQi5dgCyTQtgxLf3zP-aXgo6EoNOzwULSyCsrbTkLISNGIaRejbStI-Kln9yBIkdJKetuWpr0cfoa3of
) where you can find all of the information regarding the Company and
where, from time to time, the Investment Adviser will be publishing
updates on the performance of the VCT.
Christian Yates
Chairman
INVESTMENT ADVISER'S REPORT
Portfolio Highlights
The Investment Adviser is pleased to report that the portfolio of assets
owned by Hazel Renewable Energy VCT2 plc performed in line with
expectations in the year ending 30 September 2018. There were no full
acquisitions or disposals to report in the period, however some loan
note investments were partially repaid.
The Companies remain principally invested in a diversified portfolio of
well-constructed renewable energy projects that access long-term UK
government-backed Feed-in-Tariff (FiT) and Renewable Obligation
Certificate (ROC) support mechanisms which provide revenues which are
predominantly linked to the Retail Price Index (RPI).
The total generation capacity of assets owned by the Companies is
34.9MWp (see table below).
During the period from 1 April 2018 to 30 September 2018, the Company's
Net Asset Value per share increased to 119.2p (30 September 2017:
115.0p) with the overall Net Asset Value at GBP30.7 million (30
September 2017: GBP28.2 million).
Portfolio revenues were 0.18% ahead of forecast for the year (8.3% below
forecast in the year ending 30 September 2017). Revenues for all major
segments of the portfolio came within 0.75% of the respective targets.
The performance in generation terms was 0.08% behind forecast in the
period (6.2% below forecast in the year ending 30 September 2017).
The payment of an annual dividend of 6.0p (5.4965p per Ordinary Share
and 0.5035p per A Share) was announced on 14 November, and this was paid
on 14 December 2018.
GBP5.7m of additional funds were raised in 2018 via two Top-Up offers
launched in February and September 2018. GBP1.7m and GBP4.0m were raised
for the Company respectively. This is covered in more detail in the
Chairman's Statement.
The funds raised allow the Company to make new qualifying investments.
The criteria used to evaluate new investments will be consistent with
the original mandate of maximising capital gains and income for
shareholders and will complement the majority of the portfolio's core
holdings of asset-backed renewable generation investments. Areas of
current focus include cleantech hardware and software development, and
companies providing services to the cleantech sector.
In addition to the above, the Boards may make a limited proportion of
total funds raised available for share buybacks in accordance with the
Company's Share buyback policy.
Portfolio Composition
Portfolio Composition by Asset Type and Impact on NAV
---------------------------------------------------------------
% of Portfolio
Asset Type MWp Portfolio Value Value
---------------------- ------ --------------- --------------
Ground-mounted Solar
(FIT) 20,291 GBP21,686,087 70.9%
---------------------- ------ --------------- --------------
Ground-mounted Solar
(ROC) 8,699 GBP3,275,385 10.7%
---------------------- ------ --------------- --------------
Rooftop Solar 4,425 GBP3,388,544 11.1%
---------------------- ------ --------------- --------------
Wind Assets 1,465 GBP1,738,343 5.7%
---------------------- ------ --------------- --------------
Charge Point Services - GBP500,000 1.6%
---------------------- ------ --------------- --------------
Other -
---------------------- ------ --------------- --------------
TOTAL 34,880 GBP30,588,359 100.0%
---------------------- ------ --------------- --------------
The 34.9MWp renewable energy projects in the portfolio generated
33,678,102 kilowatt-hours of electricity over the year, sufficient to
meet the annual electricity consumption of c.9,730 homes.
Portfolio Summary
The solar projects within the portfolio (ground and roof-mounted
installations) which comprise 33.4MWp, accounted for 97.6% of the
generation output performance. These assets delivered performance just
shy of expectations (0.08% less) during the year (6.3% below in the year
ending 30 September 2017). They accounted for 92.7% of the Investment
Portfolio Value.
While overall output performance was broadly in line with our
expectations, generation versus forecast levels varied significantly
over the 12-month period. A gloomier than usual winter saw average
performance across the ground and roof-mounted solar assets, followed by
underperformance in the very wet spring months of March and April. A
very bright summer brought robust output from May through July.
Generation levels were in line with forecast levels in August and
September.
The eight ground-mounted solar installations, which have a total
generation capacity of 29.0MW, accounted for 87.0% of the electricity
generated and this was just above (by 0.33%) forecasts (6.3% below in
the year ending 30 September 2017). This segment accounts for 81.6% of
the Investment Portfolio Value.
The roof-mounted solar asset portfolio which has capacity of 4.42MW,
accounted for 11.1% of the Investment Portfolio Value and 10.6% of the
total electricity generated. This was 3.4% below expectations (10.5%
below in the year ending 30 September 2017).
The small wind turbines, which have total generation capacity of 1.47MW,
accounted for 5.7% of the Investment Portfolio Value and 2.4% of the
total electricity generated. This segment met expectations that were
previously downgraded to account for the Huaying HY-5 turbines that were
put on hold in spring 2017 due to mechanical problems.
In revenue terms, the electricity generated by the entire asset base
earned GBP11.1 million in the year which was 0.18% ahead of forecasts.
GBP10.8m of this amount was generated by the solar ground-mounted and
rooftop assets and the remainder by the small wind turbine portfolio.
Portfolio Revenues by Asset Type (GBP Sterling)
------------------------------------------------------------------------------
Asset Type Forecast Revenue Actual Revenue Revenue Performance
----------------------- ---------------- -------------- -------------------
Ground-mounted Solar
(FIT) 8,465,104 8,439,491 99.70%
----------------------- ---------------- -------------- -------------------
Ground-mounted Solar
(ROC) 1,183,971 1,238,383 104.60%
----------------------- ---------------- -------------- -------------------
Rooftop Solar 1,159,056 1,150,676 99.28%
----------------------- ---------------- -------------- -------------------
Wind Assets 275,565 275,565 100.00%
----------------------- ---------------- -------------- -------------------
TOTAL 11,083,696 11,104,115 100.18%
----------------------- ---------------- -------------- -------------------
The portfolio benefited from higher than forecast inflation, power
prices (including the recycling component of the Renewable Obligation
Certificates (ROCs)) and irradiation, however surrendered much of the
combined benefit to lost production from the heat effect and other
technical factors.
A kilowatt-hour (kWh) generated by a ground-mounted solar asset earned
33.0p on average, whereas a kWh generated by a wind turbine earned an
average of 34.0p.
By asset type, 86.7% of revenues (being 78.5% FiT, 6.7% ROC, 1.5% Export
Fixed) were RPI-linked while 9.0% came from the sale of power (Export
Variable), of which 3.2% in absolute terms is under fixed-price
contracts running until 2019.
The FiT-remunerated ground-mounted solar assets that earn FiTs as well
as income from the sale of power in the wholesale market, accounted for
75.9% of the portfolio level income, whereas the ROC-remunerated
ground-mounted solar assets, that earn ROCs and variable export revenues,
accounted for 11.2%, and the roof-mounted solar assets that earn FiTs
and fixed export tariffs accounted for 10.4%.
Overall Portfolio and Operational Review
The analysis of performance is based on three pillars. The first covers
macro factors including inflation, power prices, variable components of
subsidies and climactic conditions. The second category covers technical
performance, and the third category covers costs.
Macro
Solar irradiation was 7.3% ahead of forecasts on a capacity-weighted
basis, a welcome development after two years of poor sunshine. Project
by project, measurements varied between 97.7% and 134.8% of forecast
levels for the eight ground-mounted solar projects in the portfolio.
Each 1% change, in absolute terms, in irradiation for this portfolio
results in a GBP108,000 movement in revenues.
The portfolio's revenues were helped by inflation as both FiT and ROC
payments are index-linked to the RPI. FiTs and ROCs increased in price
by 4.1% on 1 April 2018. The RPI has drifted down from these levels over
2018, however it remains above the 3% level used in long-term forecasts.
For every 1% increase, in absolute terms, in inflation, portfolio
revenues rise by GBP96,000.
Technical Performance
The ground-mounted solar asset base achieved its target level of
generation. The strong solar irradiation in the summer months was offset
by the temporary but negative effect on panel performance of the high
ambient temperatures on the surfaces of the solar panels. This effect is
expected in solar power generation.
However, other technical factors such as the age of some of the
components used in the projects, also prevented the ground-mounted solar
asset base from benefitting from the strong solar irradiation.
Portfolio Technical Performance by Asset Type
------------------------------------------------------------------------------
Asset Type Forecast Output Actual Output Technical Performance
----------------------- --------------- ------------- ---------------------
Ground-mounted Solar
(FIT) 20,657,691 20,116,689 97.38%
----------------------- --------------- ------------- ---------------------
Ground-mounted Solar
(ROC) 8,538,000 9,175,955 107.47%
----------------------- --------------- ------------- ---------------------
Rooftop Solar 3,699,550 3,575,458 96.65%
----------------------- --------------- ------------- ---------------------
Wind Assets 810,000 810,000 100.00%
----------------------- --------------- ------------- ---------------------
TOTAL 33,705,241 33,678,102 99.92%
----------------------- --------------- ------------- ---------------------
During the year a comprehensive technical review has been undertaken.
This included a study to determine whether accelerating the replacement
of inverters, (which would typically be replaced after 10 years), would
achieve an attractive payback profile. The outcome led to a
recommendation to proceed and any inverter replacement will be funded by
the equipment replacement reserves (GBP2.4 million) already held as
funded cash deposits within the debt facility for the six
FiT-remunerated ground-mounted projects.
Generation of the rooftop solar portfolio was 3.4% lower than forecast.
Work is ongoing to address known metering issues at certain
installations at which access is difficult. Resolution of these issues
is expected to lead to a recovery of 50% of the revenue shortfall.
The small wind portfolio performed in line with the reduced expectations
following the poor performance from the start of these projects. Small
wind accounts for 5.7% of the portfolio. Following initial inspections
to determine the scale of the issue with the Huaying HY-5 turbines (92
of the 290 turbines in total), a programme of repair was initiated in
the spring of this year and is progressing well. It was decided that
only the installations where the incremental sum invested would generate
a payback period of less than or equal to six years, would be repaired.
This amounted to 67 of the 92. At the time of writing, 39% of the
turbines had been repaired with the work expected to be completed in the
spring.
Operating costs
The third factor that determines performance is costs. The vast majority
of the cost base is fixed and/or contracted and includes rent, business
rates, and regular operations and maintenance (O&M) costs as the major
categories.
During the year, the O&M contracts for the small Wychwood and Parsonage
ground-mounted solar projects (1.4MW of capacity) were awarded to
Silverstone Green Energy, a contractor that has been delivering a good
service for two larger ground-mounted solar assets. This generated a 25%
saving on those contracts, worth GBP4,460 per annum going forward.
There is the potential for further reductions in O&M costs as prices in
the UK become more aligned with those in Continental Europe, however the
long-term nature of the O&M contracts (a requirement under the debt
facility agreements) mean that we would not expect to receive the
benefits of such a realignment until current contracts expire or can be
renegotiated, the earliest of which is in seven years.
The main cost item that shows variability from year-to-year is repair
and maintenance costs. These are closely monitored and compared with a
budget that is set every year. Repair and maintenance spend involving
solar panels and inverters, the key components of a solar project, is
covered by the maintenance reserves totalling GBP2.6m that are in place
for all the ground-mounted solar assets and for most of the roof-mounted
solar assets.
In addition, there are some one-off costs that were not covered by
reserves such as meter replacements and pigeon-proofing for the
roof-mounted solar assets, and cable replacement for the ground-mounted
assets. This cost was GBP70,000 above the GBP190,000 budget set for the
year due to what are expected to be one-off repairs to the roof-mounted
solar installations.
Portfolio Valuation
The NAV of the Company has increased from 115.0p to 119.2p in the period
from 1 October 2017 to 30 September 2018. The Total Return for the
period has increased from 154.5p to 158.7p.
This year's increase in NAV principally resulted from a change in the
discount rate used to value the FiT-remunerated ground-mounted solar
assets from 7.0% on an unleveredbasis to 6.5% on a levered basis. The
NAV impact of this change was GBP0.8m or 3.4p per share. By comparison
the discount rate used to value the ROC-remunerated ground-mounted solar
assets and FiT-remunerated roof-mounted solar assets within the
portfolio on a levered basis is 6.75%.
The 25bp difference in the levered discount rates for the two FiT and
ROC groups is accounted for by the lower level, in the medium to long
term, of exposure to wholesale power prices of the former (12%) compared
to the latter (16%), and the fact that the latter includes roof-mounted
solar assets which carry more inherent risks than ground-mounted solar
assets.
30 Sep 2018 Share of 30 Sep 2017 Share of
(000) Portfolio Value (000) Portfolio Value
--------------------- ------------ ---------------- ----------- ----------------
FiT-remunerated
ground-mounted solar
projects GBP21,686 70.9% GBP20,948 66.7%
--------------------- ------------ ---------------- ----------- ----------------
ROC-remunerated
ground-mounted solar
projects GBP3,275 10.7% GBP4,298 13.7%
--------------------- ------------ ---------------- ----------- ----------------
Rooftop solar
projects GBP3,389 11.1% GBP3,704 11.8%
--------------------- ------------ ---------------- ----------- ----------------
Small wind turbines GBP1,738 5.7% GBP1,939 6.2%
--------------------- ------------ ---------------- ----------- ----------------
ChargePoint Services GBP500 1.6% GBP500 1.6%
--------------------- ------------ ---------------- ----------- ----------------
TOTAL PORTFOLIO GBP30,588 100% GBP31,390 100%
--------------------- ------------ ---------------- ----------- ----------------
Other net GBP92 GBP(3,193)
assets/(liabilities)
--------------------- ------------ ---------------- ----------- ----------------
TOTAL NAV GBP30,680 GBP28,197
--------------------- ------------ ---------------- ----------- ----------------
NAV per share 119.2p 115.0p
(Ordinary and A
combined)
--------------------- ------------ ---------------- ----------- ----------------
The low risk profile of the FiT-remunerated ground-mounted solar assets
justifies this reduction of 50 basis points. Discount rates used in the
market have moved down for these types of assets with a high proportion
(88% for this portfolio) of fixed tariff revenues. Furthermore, the
GBP2.1m in maintenance reserves, which at current market prices is
sufficient to replace as much as 30% of the panels and inverters, and
the GBP4.4m of cash, albeit restricted under the debt facilities, imply
lower risk to future cashflows.
The Investment Adviser believes that the discount rates used for all the
assets are consistent with what other owners of solar assets use while
valuing their own portfolios, and its experience gained from selling
similar assets in other areas of its business. The discount rate that
purchasers of ground-mounted solar assets use varies according to the
level of exposure to wholesale power prices and has been observed to be
as low as 5 to 5.5% on a levered basis for FiT-remunerated ground
mounted solar projects that were built in 2011.
Inflation as measured by the RPI remains above 3% and RPI has gone up as
high as 4.1% in December 2017 (as opposed to our forecast for long-term
inflation of 3%). However, this increase could prove to be very
transient, given the currently heightened level of macroeconomic
uncertainty.
Key assumptions for the revenues and operating costs of the projects
remain the same as they were last year.
In the longer term, the potential to create additional value through the
extension of land leases beyond their current 25-year term and through
upgrading the equipment using improved technology with much better
yields may arise.
Outlook
The Investment Adviser will continue to target improvements in yield and
reductions in risk across the portfolio, and to evaluate incremental
maintenance capital expenditure and replacement decision where these can
be justified in economic terms.
The Investment Adviser is conscious that the most valuable FiT assets in
the portfolio are now over seven years old and will be monitoring them
more closely to identify and replace or repair aging equipment before it
can impact generation.
An emerging trend in the solar industry in the UK is the extension of
leases beyond the 25 -year term that is customary across the solar asset
base. The end of the lease term is still at least 18 years away, however
many landowners are receptive to locking in rent for the longer term.
Capital expenditure on upgrading the projects when the current leases
expire is expected to generate yields in excess of six percent.
A key focus will be the deployment of funds raised in the Top-Up. As
stated in the Top-Up prospectus, asset-backed renewable energy
generation investments are no longer qualifying under current VCT rules.
The Investment Adviser is currently screening potential opportunities in
order to identify investments in line with the Company's mandate.
Consideration is being given to companies in the clean technology space
that have already secured funding from Venture Capital firms, companies
listed on the UK's AIM market and companies that are active in key areas
of growth such as recycling and waste management, generation asset
optimisation and information services.
The investment process will be enhanced by the acquisition by Gresham
House Plc of the fund and investment management business of Livingbridge
VC LLP which includes the two Baronsmead VCTs. The addition of eight
specialist investment and research professionals covering both public
and private market opportunities will provide broader coverage and
increased deal flow when investing the top-up funds.
Gresham House Asset Management Limited
REVIEW OF INVESTMENTS
Portfolio of investments
The following investments were held at 30 September 2018:
Valuation
movement
Cost Valuation in year % of portfolio
GBP'000 GBP'000 GBP'000
Qualifying and part-qualifying
investments Operating sites Sector
South Marston, Ground-mounted
Lunar 2 Limited* Beechgrove solar 2,976 15,937 615 47.4%
Kingston Farm, Lake Ground-mounted
Lunar 1 Limited* Farm solar 125 2,605 483 7.7%
Ayshford Solar (Holding) Ground-mounted
Limited* Ayshford Farm solar 1,348 2,168 (406) 6.4%
Ground-mounted
New Energy Era Limited Wychwood Solar Farm solar 884 1,713 323 5.1%
Ground-mounted
Vicarage Solar Limited Parsonage Farm solar 871 1,431 216 4.3%
Hewas Solar Limited Hewas Solar Roof Solar 1,000 1,217 (137) 3.6%
Small
Tumblewind Limited* Priory Farm Wind/Solar 1,326 1,107 39 3.3%
Gloucester Wind Limited Gloucester Wind Roof Solar 1,000 1,047 95 3.1%
HRE Willow Limited HRE Willow Small Wind 875 874 148 2.6%
St Columb Solar Limited St Columb Solar Roof Solar 650 594 (79) 1.8%
Small
Minsmere Power Limited Minsmere Wind/Solar 975 531 (199) 1.6%
Penhale Solar Limited Penhale Solar Roof Solar 825 530 (195) 1.6%
Vehicle
Chargepoint Services Limited Charging 500 500 - 1.5%
Small Wind
Small Wind Generation Limited Generation Small Wind 975 334 (150) 1.0%
Sunhazel UK Limited Roof Solar 1 - - 0.0%
14,331 30,588 753 91.0%
Cash at bank and in hand 3,038 9.0%
Total investments 33,626 100.0%
* Part-qualifying investment
All venture capital investments are incorporated in England and Wales.
Hazel Renewable Energy VCT1 plc, of which Gresham House Asset Management
Limited ("GHAM") is the Investment Adviser, holds the same investments
as above.
REVIEW OF INVESTMENTS
Investment movements for the year ended 30 September 2018
DISPOSALS
Redemption
Valuation of loan
at 30 September notes/sale Profit Realised
Cost 2017 proceeds vs cost Gain
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
VCT Qualifying investments
Ayshford Solar (Holdings)
Limited 580 580 580 - -
580 580 580 - -
------- ---------------- ----------- -------- --------
Non-qualifying investments
AEE Renewables UK 3 Limited
(Note 1) 900 900 900 - -
Tumblewind Limited 75 75 75 - -
975 975 975 - -
Liquidation proceeds
Hemp Technology Limited
(Note 2) - - 33 33 33
Total 1,555 1,555 1,588 33 33
======= ================ =========== ======== ========
The basis of valuation for the largest investments is set out on pages
15 to 18 of the Annual Report.
Note 1: The loan note redemption proceeds of GBP900,000 were not
received in cash by the Company and were instead used to repay a
long-term loan balance between the Company and Lunar 2 Limited.
Note 2: The proceeds received were in connection with the liquidation of
Hemp Technology Limited, a subsidiary of Lime Technology Limited, a
company in which the VCT previously held a loan note investment. The
amounts received were secured under a debenture between the VCT and the
company. No further amounts are receivable.
Directors' responsibilities
The Directors are responsible for preparing the Strategic Report, the
Report of the Directors, the Directors' Remuneration Report and the
financial statements in accordance with applicable law and regulations.
They are also responsible for ensuring that the Annual Report includes
information required by the Listing Rules of the Financial Conduct
Authority.
Company law requires the Directors to prepare financial statements for
each financial year. Under that law the Directors have elected to
prepare the financial statements in accordance with United Kingdom
Generally Accepted Accounting Practice (United Kingdom accounting
standards and applicable law), including Financial Reporting Standard
102, the financial reporting standard applicable in the UK and Republic
of Ireland (FRS 102). Under company law, the Directors must not approve
the financial statements unless they are satisfied that they give a true
and fair view of the state of affairs of the Company and of the profit
or loss of the Company for that period.
In preparing these financial statements the Directors are required to:
-select suitable accounting policies and then apply them consistently;
-make judgments and accounting estimates that are reasonable and
prudent;
-state whether applicable UK accounting standards have been followed,
subject to any material departures disclosed and explained in the
financial statements; and
-prepare the financial statements on the going concern basis unless it
is inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records
that are sufficient to show and explain the Company's transactions, to
disclose with reasonable accuracy at any time the financial position of
the Company and to enable them to ensure that the financial statements
comply with the Companies Act 2006. They are also responsible for
safeguarding the assets of the Company and hence for taking reasonable
steps for the prevention and detection of fraud and other
irregularities.
In addition, each of the Directors considers that the Annual Report,
taken as a whole, is fair, balanced and understandable and provides the
information necessary for shareholders to assess the Company's
performance, business model and strategy.
INCOME STATEMENT
for the year ended 30 September 2018
Year ended 30 September Year ended 30 September
2018 2017
Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Income 771 - 771 492 - 492
Gain on investments - 786 786 - 1,038 1,038
771 786 1,557 492 1,038 1,530
Investment advisory
fees (283) (94) (377) (427) (143) (570)
Other expenses (376) - (376) (308) - (308)
Profit/(loss) on ordinary
activities before tax 112 692 804 (243) 895 652
Tax on total comprehensive
income and ordinary
activities - - - - - -
Profit/(loss) for the
year and total comprehensive
income 112 692 804 (243) 895 652
Basic and diluted earnings per
share:
Ordinary Share 0.5p 2.9p 3.4p (1.0p) 3.6p 2.6p
'A' Share - - - - - -
All Revenue and Capital items in the above statement derive from
continuing operations. No operations were acquired or discontinued
during the year. The total column within the Income Statement represents
the Statement of Total Comprehensive Income of the Company prepared in
accordance with Financial Reporting Standards ("FRS 102"). The
supplementary revenue and capital return columns are prepared in
accordance with the Statement of Recommended Practice issued in November
2014 (updated in February 2018) by the Association of Investment
Companies ("AIC SORP").
Other than revaluation movements arising on investments held at fair
value through the profit and loss, there were no differences between the
return/loss as stated above and at historical cost.
BALANCE SHEET
as at 30 September 2018
2018 2017
GBP'000 GBP'000 GBP'000 GBP'000
Investments 30,588 31,390
Current assets
Debtors 274 447
Cash at bank and in hand 3,038 88
3,312 535
Creditors: amounts falling due
within one year (113) (68)
Net current assets 3,199 467
Creditors: amounts falling due
after more than one year (3,107) (3,660)
Net assets 30,680 28,197
Capital and reserves
Called up Ordinary Share capital 28 25
Called up 'A' Share capital 40 37
Share premium account 7,531 3,985
Treasury Shares (2,792) -
Funds held in respect of Shares
not yet allotted 1,035 -
Special reserve 9,724 9,840
Revaluation reserve 16,257 15,504
Capital reserve - realised (1,261) (1,200)
Revenue reserve 118 6
Total Shareholders' funds 30,680 28,197
Basic and diluted net asset value
per share
Ordinary Share 119.1p 114.9p
'A' Share 0.1p 0.1p
STATEMENT OF CHANGES IN EQUITY
for the year ended 30 September 2018
Funds
held in
respect
Called Share of Shares Capital
up share Premium Treasury not yet Special Revaluation reserve Revenue
capital Account Shares allotted Reserve reserve realised reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At 30 September
2016 62 3,985 - - 11,065 14,466 (1,057) 249 28,770
Total comprehensive
income - - - - - 992 (97) (243) 652
Transactions
with owners
Dividend Paid - - - - (1,225) - - - (1,225)
Transfer between
Reserves - - - - - 46 (46) - -
-------- -------- ----------- --------
At 30 September
2017 62 3,985 - - 9,840 15,504 (1,200) 6 28,197
-------- -------- ---------- -----------
Total comprehensive
income - - - - - 753 (61) 112 804
Transactions
with owners
Repurchase of
Shares - - (2,792) - - - - - (2,792)
Issue of Shares 6 3,546 - - (116) - - - 3,436
Unallotted Shares - - - 1,035 - - - - 1,035
At 30 September
2018 68 7,531 (2,792) 1,035 9,724 16,257 (1,261) 118 30,680
========= ======== ======== ========== ========== =========== =========== ======== =======
CASH FLOW STATEMENT
for the year ended 30 September 2018
Year ended Year ended
30 September 30 September
2018 2017
GBP'000 GBP'000
Cash flows from operating activities
Profit for the financial year 804 652
Gains on investments (786) (1,038)
Decrease/(increase) in debtors 174 (26)
Decrease in creditors (16) (92)
Net cash (outflow)/inflow from operating
activities 176 (504)
Cash flows from investing activities
Proceeds from sale of investments/loan note
redemptions 688 589
Net cash inflow from investing activities 688 589
Net cash inflow before financing activities 864 85
Cash flows from financing activities
Equity dividends paid - (1,225)
Long term loans 347 1,224
Issue of Shares 3,496 -
Funds held in respect of Shares not yet
allotted 1,035 -
Purchase of own Shares (2,792) -
Net cash inflow/(outflow) from financing
activities 2,086 (1)
------------- -------------
Net increase in cash 2,950 4
Cash and cash equivalents at start of year 88 84
Cash and cash equivalents at end of year 3,038 88
Cash and cash equivalents comprise
Cash at bank and in hand 3,038 88
Total cash and cash equivalents 3,038 88
NOTES TO THE ACCOUNTS
for the year ended 30 September 2018
General Information
Hazel Renewable Energy VCT2 plc ("the Company") is a venture capital
trust established under the legislation introduced in the Finance Act
1995 and is domiciled in the United Kingdom and incorporated in England
and Wales.
Accounting policies
Basis of accounting
The Company has prepared its financial statements under FRS 102, the
Financial Reporting Standard applicable in the UK and Republic of
Ireland and in accordance with the Statement of Recommended Practice
"Financial Statements of Investment Trust Companies and Venture Capital
Trusts" issued by the Association of Investment Companies ("AIC") in
November 2014 and revised in February 2018 ("SORP") as well as the
Companies Act 2006.
The Company implements new Financial Reporting Standards ("FRS") issued
by the Financial Reporting Council when they become effective.
The financial statements are presented in Sterling (GBP).
Presentation of income statement
In order to better reflect the activities of a VCT and in accordance
with the SORP, supplementary information which analyses the Income
Statement between items of a revenue and capital nature has been
presented alongside the Income Statement. The net revenue is the measure
the Directors believe appropriate in assessing the Company's compliance
with certain requirements set out in Part 6 of the Income Tax Act 2007.
Investments
All investments are designated as "fair value through profit or loss"
assets due to investments being managed and performance evaluated on a
fair value basis. A financial asset is designated within this category
if it is both acquired and managed on a fair value basis, in accordance
with the Company's documented investment policy. The fair value of an
investment upon acquisition is deemed to be cost. Thereafter investments
are measured at fair value in accordance with the International Private
Equity and Venture Capital Valuation Guidelines ("IPEV") together with
FRS 102 sections 11 and 12.
For unquoted investments, fair value is established by using the IPEV
guidelines. The valuation methodologies for unquoted entities used by
the IPEV to ascertain the fair value of an investment are as follows:
-Price of recent investment;
-Multiples;
-Net assets;
-Discounted cash flows or earnings (of underlying business);
-Discounted cash flows (from the investment); and
-Industry valuation benchmarks.
The methodology applied takes account of the nature, facts and
circumstances of the individual investment and uses reasonable data,
market inputs, assumptions and estimates in order to ascertain fair
value.
Gains and losses arising from changes in fair value are included in the
Income Statement for the year as a capital item and transaction costs on
acquisition or disposal of the investment are expensed. Where an
investee company has gone into receivership or liquidation, or
administration (where there is little likelihood of recovery), the loss
on the investment, although not physically disposed of, is treated as
being realised.
It is not the Company's policy to exercise controlling influence over
investee companies. Therefore, the results of these companies are not
incorporated into the Income Statement except to the extent of any
income accrued. This is in accordance with the SORP and FRS 102 sections
14 and 15 that does not require portfolio investments to be accounted
for using the equity method of accounting.
Income
Dividend income from investments is recognised when the Shareholders'
rights to receive payment have been established, normally the
ex-dividend date.
Interest income is accrued on a time apportionment basis, by reference
to the principal sum outstanding and at the effective interest rate
applicable and only where there is reasonable certainty of collection in
the foreseeable future.
Expenses
All expenses are accounted for on an accruals basis. In respect of the
analysis between revenue and capital items presented within the Income
Statement, all expenses have been presented as revenue items except as
follows:
-Expenses which are incidental to the disposal of an investment are
deducted from the disposal proceeds of the investment; and
-Expenses are split and presented partly as capital items where a
connection with the maintenance or enhancement of the value of the
investments held can be demonstrated. The Company has adopted a policy
of charging 75% of the investment advisory fees to the revenue account
and 25% to the capital account to reflect the Board's estimated split of
investment returns which will be achieved by the Company over the long
term.
Taxation
The tax effects on different items in the Income Statement are allocated
between capital and revenue on the same basis as the particular item to
which they relate, using the Company's effective rate of tax for the
accounting period.
Due to the Company's status as a VCT and the continued intention to meet
the conditions required to comply with Part 6 of the Income Tax Act
2007, no provision for taxation is required in respect of any realised
or unrealised appreciation of the Company's investments which arises.
Deferred taxation, which is not discounted, is provided in full on
timing differences that result in an obligation at the balance sheet
date to pay more tax, or a right to pay less tax, at a future date, at
rates expected to apply when they crystallise based on current tax rates
and law. Timing differences arise from the inclusion of items of income
and expenditure in taxation computations in periods different from those
in which they are included in the accounts.
Other debtors, other creditors and loan notes
Other debtors (including accrued income), other creditors and loan notes
(other than those held as part of the investment portfolio as set out in
Note 10 of the Annual Report) are included within the accounts at
amortised cost.
Issue costs
Issue costs in relation to the shares issued for each share class have
been deducted from the special reserve.
Income
Year ended
Year ended 30 September
30 September 2018 2017
GBP'000 GBP'000
Income from investments
Loan stock interest 171 185
Dividend Income 600 307
771 492
Other income
Bank interest - -
771 492
=============
Basic and diluted net asset value per share
Shares in issue 2018 2017
2018 2017 Net asset value* Net asset value
per
share GBP'000 per share GBP'000
Ordinary
Shares 24,865,637 24,504,858 119.1 29,608 114.9 28,160
'A'
Shares 37,159,162 36,799,133 0.1 37 0.1 37
*Excluding funds held in respect of Shares not yet allotted.
The Directors allocate the assets and liabilities of the Company between
the Ordinary Shares and 'A' Shares such that each share class has
sufficient net assets to represent its dividend and return of capital
rights as described in Note 14 of the Annual Report.
As the Company has not issued any convertible shares or share options,
there is no dilutive effect on net asset value per Ordinary Share or per
'A' Share. The net asset value per share disclosed therefore represents
both the basic and diluted net asset value per Ordinary Share and per
'A' Share.
The Company's investment activities expose the Company to a number of
risks associated with financial instruments and the sectors in which the
Company invests. The principal financial risks arising from the
Company's operations are:
-Market risks;
-Credit risk; and
-Liquidity risk.
The Board regularly reviews these risks and the policies in place for
managing them. There have been no significant changes to the nature of
the risks that the Company was expected to be exposed to over the year
and there have also been no significant changes to the policies for
managing those risks during the year.
The risk management policies used by the Company in respect of the
principal financial risks and a review of the financial instruments held
at the year end are provided below:
Market risks
As a VCT, the Company is exposed to investment risks in the form of
potential losses and gains that may arise on the investments it holds in
accordance with its investment policy. The management of these
investment risks is a fundamental part of investment activities
undertaken by the Investment Adviser and overseen by the Board. The
Adviser monitors investments through regular contact with management of
investee companies, regular review of management accounts and other
financial information and attendance at investee company board meetings.
This enables the Adviser to manage the investment risk in respect of
individual investments. Investment risk is also mitigated by holding a
diversified portfolio spread across various operating sites across
several asset classes.
The key investment risks to which the Company is exposed are:
-Investment price risk; and
-Interest rate risk
Investment price risk
The Company's investments which comprise of both equity and debt
financial instruments in unquoted investments are all in renewable
energy projects with predetermined expected returns. Consequently, the
investment price risk arises from uncertainty about the future prices
and valuations of financial instruments held in accordance with the
Company's investment objectives which can be influenced by many macro
factors such as changes in interest rates, electricity power prices and
movements in inflation. It represents the potential loss that the
Company might suffer through changes in the fair value of unquoted
investments that it holds.
At 30 September 2018, the unquoted portfolio was valued at GBP30,588,000
(2017: GBP31,390,000). The key inputs to the valuation model are
discount rates, inflation, irradiation, degradation, power prices and
asset life. The Board has undertaken some sensitivity analysis into the
effects of fluctuations in these inputs.
The analysis below is provided to illustrate the sensitivity of the fair
value of investments to an individual input, while all other variables
remain constant. The Board considers these changes in inputs to be
within reasonable expected ranges. This is not intended to imply the
likelihood of change or that possible changes in value would be
restricted to this range. The possible effects are quantified below:
Change in Change in fair value Change in NAV per
Input Base case input of investments share
GBP'000 pence
Discount 6.25% --
rate 7.25% +0.5% (1,060) (4.0)
-0.5% 1,129 4.2
Inflation 3.0% -- 3.2% +0.5% 1,122 4.2
-0.5% (1,182) (4.4)
785 --
Irradiation 1,270kWh/m(2) +1.0% 684 2.6
-1.0% (685) (2.6)
Degradation 0.3% -- 0.4% +0.1% (671) (2.5)
-0.1% 680 2.5
GBP40 --
Power prices GBP60/MWh +10.0% 1,390 5.2
-10.0% (1,390) (5.2)
Asset life
The Board has also considered the potential impact of changes to the
anticipated lives of assets in the portfolio. Close to ninety percent of
the Company's value is in assets refinanced by debt, and under the debt
facility agreements, substantial reserves are in place for renewing key
equipment as and when required. Furthermore, the underlying assets have
leases that are valid for the lifetime of the Company, which cannot be
terminated early, and any extensions to the leases would require further
planning permission. Accordingly, the Board does not consider it
appropriate to disclose a sensitivity analysis in respect of asset life.
Interest rate risk
The Company accepts exposure to interest rate risk on floating-rate
financial assets through the effect of changes in prevailing interest
rates. The Company receives interest on its cash deposits at a rate
agreed with its bankers. Where investments in loan stock attract
interest, this is predominately charged at fixed rates. A summary of the
interest rate profile of the Company's investments is shown below.
There are three categories in respect of interest which are attributable
to the financial instruments held by the Company as follows:
-"Fixed rate" assets represent investments with predetermined yield
targets and comprise certain loan note investments and preference
shares;
-"Floating rate" assets predominantly bear interest at rates linked to
The Bank of England base rate or LIBOR and comprise cash at bank; and
-"No interest rate" assets do not attract interest and comprise equity
investments, certain loan note investments, loans and receivables and
other financial liabilities.
The Company monitors the level of income received from fixed and
floating rate assets and, if appropriate, may make adjustments to the
allocation between the categories, in particular, should this be
required to ensure compliance with the VCT regulations.
It is estimated that an increase of 1% in interest rates would have
increased profit before tax for the year by GBP3,000. The Bank of
England base rate increased from 0.25% per annum to 0.5% per annum on 2
November 2017 and from 0.5% to 0.75% on 2 August 2018. Any potential
change in the base rate, at the current level, would have an immaterial
impact on the net assets and total return of the Company.
Credit risk
Credit risk is the risk that a counterparty to a financial instrument is
unable to discharge a commitment to the Company made under that
instrument. The Company is exposed to credit risk through its holdings
of loan stock in investee companies, cash deposits and debtors. Credit
risk relating to loan stock in investee companies is considered to be
part of market risk as the performance of the underlying SPVs impacts
the carrying values.
The Adviser manages credit risk in respect of loan stock with a similar
approach as described under "Market risks" above. Similarly, the
management of credit risk associated with interest, dividends and other
receivables is covered within the investment advisory procedures. The
level of security is a key means of managing credit risk. Additionally,
the risk is mitigated by the security of the assets in the underlying
investee companies.
Cash is held by the Royal Bank of Scotland plc which is an A-rated
financial institution and also ultimately part-owned by the UK
Government. Consequently, the Directors consider that the credit risk
associated with cash deposits is low.
There have been no changes in fair value during the year that is
directly attributable to changes in credit risk. Any balances that are
past due are disclosed further under liquidity risk.
There have been no loan investments for which the terms have been
renegotiated during the year.
Liquidity risk
Liquidity risk is the risk that the Company encounters difficulties in
meeting obligations associated with its financial liabilities. Liquidity
risk may also arise from either the inability to sell financial
instruments when required at their fair values or from the inability to
generate cash inflows as required. As the Company has a relatively low
level of creditors being GBP113,000 (2017: GBP68,000) and has long term
loans from investee companies (see Note 13 of the Annual Report for an
analysis of the repayment terms), which have either been repaid at the
date of this report or are expected to be repaid by future dividends
from these companies, being GBP3,107,000 (2017: GBP3,660,000), the Board
believes that the Company's exposure to liquidity risk is low. The
Company always holds sufficient levels of funds as cash in order to meet
expenses and other cash outflows as they arise. For these reasons the
Board believes that the Company's exposure to liquidity risk is minimal.
The Company's liquidity risk is managed by the Investment Adviser in
line with guidance agreed with the Board and is reviewed by the Board at
regular intervals.
Controlling party and related party transactions
In the opinion of the Directors there is no immediate or ultimate
controlling party.
Events after the end of the reporting period
On 23 October 2018 the Company issued 752,759 Ordinary Shares at an
average price of 123.6p and 752,759 'A' Shares at an average price of
0.1p.
On 24 October 2018 the Company issued 1,067,378 Ordinary Shares at an
average price of 123.7p and 2,104,662 'A' Shares at an average price of
0.1p.
At the date of this report, the Company's issued share capital comprised
26,685,774 Ordinary Shares and 40,016,583 'A' Shares and the total
number of voting rights in the Company were 26,725,790,583.
Following the period end the Company paid dividends in respect of the
year ended 30 September 2018, of 5.4958p per Ordinary Share and 0.5042p
per A Share. These dividends were paid on 14 December 2018 to
Shareholders on the register at 23 November 2018.
Following the year end the Company made repayments in respect of the
loan balances due to certain SPVs. Details of the amounts repaid are
shown in Note 13 of the Annual Report.
ANNOUNCEMENT BASED ON AUDITED ACCOUNTS
The financial information set out in this announcement does not
constitute the Company's statutory financial statements in accordance
with section 434 Companies Act 2006 for the year ended 30 September
2018, but has been extracted from the statutory financial statements for
the year ended 30 September 2018, which were approved by the Board of
Directors on 31 January 2018 and will be delivered to the Registrar of
Companies following the Company's Annual General Meeting. The
Independent Auditor's Report on those financial statements was
unqualified and did not contain any emphasis of matter nor statements
under s498(2) and (3) of the Companies Act 2006.
The statutory accounts for the year ended 30 September 2017 have been
delivered to the Registrar of Companies and received an Independent
Auditor's Report which was unqualified and did not contain any emphasis
of matter nor statements under s498(2) and (3) of the Companies Act
2006.
A copy of the full Annual Report and financial statements for the year
ended 30 September 2018 will be printed and posted to shareholders
shortly. Copies will also be available to the public at the registered
office of the Company at 6(th) Floor, St. Magnus House, 3 Lower Thames
Street, London EC3R 6HD and will be available for download from
https://newenergy.greshamhouse.com/investor-relations-vct2/.
(END) Dow Jones Newswires
January 31, 2019 10:46 ET (15:46 GMT)
Copyright (c) 2019 Dow Jones & Company, Inc.
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