LEI:
2138004ATNLYEQKY4B30
30 September
2024
Bluefield Solar Income Fund
Limited
('Bluefield Solar' or
the 'Company')
Annual Report and Financial
Statements for the Year Ended 30 June 2024
Bluefield Solar (LON:BSIF),
the London listed income fund focused on
acquiring and managing renewable energy and storage assets
predominantly in the UK, is pleased to
announce its Annual Results for the Year Ended 30 June
2024.
The Annual Report has been
submitted to the National Storage Mechanism and will shortly be
available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Highlights
As at 30 June 2024 / 30 June 2023
Net Asset Value
(NAV)
£781.6m
£854.2m
|
|
Dividend Target per
Share
8.80pps
8.40pps
|
NAV per
share
129.75p
139.70p
|
|
Actual dividend
Declared
8.80pps
8.60pps
|
|
|
|
Underlying
Earnings1
(pre
amortisation of debt)
£94.6m
£108.4m
Underlying Earnings per
share1
(pre
amortisation of debt)
15.51p
17.72p
|
|
Total Shareholder Return in
year2
-4.67%
-2.03%
Total Return in
year3
-0.83%
5.45%
Total return to Shareholders
since IPO
84.19%
89.79%
|
Underlying Earnings per
share available for distribution1
(post
amortisation of debt)
10.57p
14.74p
|
|
|
|
|
|
Environmental, Social and
Governance (ESG)
ESG
KPIs4
Ø Generated 810,602 MWh of
renewable energy (June 2023:
836,231 MWh)
Ø Powered the equivalent of
300,000 UK homes5 (June 2023:
288,000)
Ø Avoided 167,800 tonnes of
CO2e emmissions6 (June 2023:
173,000)
ESG
Highlights
*Undertook a second physical scenario analysis to examine the
potential impacts of changing wind speeds on the Company's wind
portfolio.
*Developed near-term net zero targets, covering the Company's
scope 1, 2 and 3 emissions.
*Developed a nature framework, aligned with the
recommendations of the Task Force on Nature-related Financial
Disclosures ("TNFD").
|
|
|
|
Construction and Development
Pipeline
|
· 93 MW under
construction
· 774 MW
approved
· 375 MW in
planning
· 315 MW
potential capacity
|
1.56 GW
(954 MW Solar, 603 MW
battery)
|
1. Underlying earnings is an
alternative performance measure employed by the Company to
provide insight to the Shareholders by
linking the underlying financial performance of the operational
projects to the dividends declared and paid by the Company. It is
defined in the Alternative Performance Measure appendix.
2. Total Shareholder Return is
based on share price movement and dividends paid in the year. It is
defined in the Alternative Performance Measure appendix.
3. Total Return is based on the NAV
movement and dividends paid in the year. It is defined in the
Alternative Performance Measure appendix.
4. Performance relates to the
Company's 100% owned portfolio.
5. Based on Ofgem's Typical Domestic
Consumption Values (TDCV). The TDCV has reduced, hence this metric
has increased despite a decrease in generation compared with the
previous year.
6. Based on generation data aligned
with the relevant 2024 Government CO2e conversion factor. In the
current Year, the Company reported avoided emissions on a gross
basis, reflecting its equity share in investments but without
allocating any avoided emissions to debt finance
providers
Results Summary:
|
For the year
ended
30 June
2024
|
For the year
ended
30 June
2023
|
Total operating income
|
(£7,410,520)
|
£49,069,809
|
Total comprehensive income before
tax
|
(£9,600,983)
|
£46,793,621
|
Total underlying earnings (pre
amortisation of debt)1
|
£94,580,146
|
£108,367,331
|
Earnings per share (per
below)
|
(1.57p)
|
7.65p
|
Total underlying EPS available for
distribution2
|
12.00p
|
18.13p
|
Total declared dividends per share
for year
|
8.80p
|
8.60p
|
Underlying earnings per share
carried forward
(See below)
|
3.40p
|
9.53p
|
NAV per share
|
129.75p
|
139.70p
|
Share price at 30 June
|
105.60p
|
120.00p
|
Total
return3
|
(0.83)%
|
5.45%
|
Total Shareholder
Return4
|
(4.67)%
|
(2.03)%
|
Total Shareholder Return since
inception5
|
84.19%
|
89.79%
|
Dividends per share paid since
inception
|
78.59p
|
69.79p
|
1. Underlying earnings
is an alternative performance measure employed by the Company to
provide insight to the Shareholders by linking the
underlying financial performance of the operational projects to the
dividends declared and paid by the Company. It is defined in
the Alternative Performance Measure appendix.
2. Total underlying EPS is
calculated using underlying earnings available for distribution,
including unutilised prior year underlying earnings per share
carried forward, divided by the average number of
shares.
3. Total return is based on
NAV per share movement and dividends paid in the year.
4. Total Shareholder Return is
based on share price movement and dividends paid in the
year.
5. Total Shareholder Return
since inception is based on share price movement and dividends paid
since the IPO.
John Scott, Chair of Bluefield Solar, said:
"The year under review saw the Company and all others in our
sector continue to trade at a discount to NAV, preventing us from
raising fresh capital to diversify the Company's portfolio and aid
the progression of our considerable development pipeline. In
response, the Company has sought to deliver the optimum allocation
of capital resources available as well as finding innovative ways
of accessing new sources of capital. Most important of these new
measures is the broad partnership with GLIL Infrastructure
announced in December 2023 which, in addition to providing the
Company with fresh capital to invest in new developments, has also
allowed us to prudently reduce our debt position. Further, between
March and the end of June, the Company has bought back over 9
million of its own shares at a cost of approximately £9.4m and
adding 0.4 pps to the Company's NAV, demonstrating our commitment
to taking a proactive approach to managing the discount to NAV
where we can and adding value for shareholders."
"Two of our largest assets, Mauxhall Farm (44.4MW) and
Yelvertoft (48.4MW), were energised at the end of July and
beginning of August, respectively, demonstrating the continued
progression of our development pipeline totalling nearly 1GW of
solar and over 600MW of battery projects. The Company's 900MW
portfolio is now responsible for 5% of UK solar generation, a
statistic in which all shareholders can be justifiably proud.
Looking ahead, we will continue to assess the Company's pipeline to
progress the investments which will demonstrate the fastest
accretive returns while continuing the important role of maximising
the operating performance of our substantial portfolio to continue
to provide our shareholders with a rising source of
income."
James Armstrong, Managing Partner, Bluefield Partners,
Investment Adviser to Bluefield Solar, said:
"I'm pleased to deliver another strong set of results for
Bluefield Solar. We have focused on managing the company whilst the
equity markets have been closed and we are extremely encouraged by
the progress we have made in our capital recycling programmes and
value enhancement activities. With strong policy support from the
new government, supportive power markets and interest rates gliding
down, the macro conditions are materially improving. With our
proprietary pipeline giving us a clear strategic advantage we face
the coming year with optimism. A particular mention should go to
the strategic partnership with GLIL, which has continued to
flourish, and we look forward to growing this
partnership."
Analyst presentation
A remote call for analysts will be
hosted by James Armstrong and Neil Wood of Bluefield Partners LLP
at 09:30am today, 30 September
2024. For details, please contact Buchanan on
BSIF@buchanan.uk.com.
A copy of the presentation is
available via the Company's website and an audio webcast of the
presentation will also be made available at 09:30am
today.
https://bluefieldsif.com/
For further information:
Bluefield Partners
LLP (Company Investment
Adviser)
James Armstrong / Neil Wood / Giovanni Terranova
|
Tel: +44
(0) 20 7078 0020 www.bluefieldllp.com
|
Deutsche
Numis (Company Broker)
Tod Davis / David Benda / Matt Goss
|
Tel: +44 (0) 20 7260
1000 www.dbnumis.com
|
Ocorian Administration (Guernsey) Limited
(Company Secretary & Administrator)
Chezi Hanford
|
Tel: +44 (0) 1481 742
742 www.ocorian.com
|
Media enquiries:
Burson Buchanan (PR
Adviser)
Henry Harrison-Topham / Henry Wilson
|
Tel: +44 (0) 20 7466
5000 www.bursonbuchanan.com
BSIF@buchanan.uk.com
|
Notes to Editors
About Bluefield Solar
Bluefield Solar is a London listed
income fund focused primarily on acquiring and managing solar
energy assets. Not less than 75% of the Company's gross assets will
be invested into UK solar assets. The Company can also invest up to
25% of its gross assets into other technologies, such as wind and
storage. Bluefield Solar owns and operates a UK portfolio of 883MW,
comprising 824.7MW of solar and 58.3MW of onshore wind.
Further information can be viewed
at www.bluefieldsif.com
About Bluefield
Partners
Bluefield Partners LLP was
established in 2009 and is an investment adviser to companies and
funds investing in renewable energy infrastructure. It has a
proven record in the selection, acquisition and supervision of
large-scale energy assets in the UK and Europe. The team has
been involved in over £6.7 billion renewable funds and/or
transactions in both the UK and Europe, including over £1.6 billion
in the UK since December 2011.
Bluefield Partners LLP has led the
acquisitions of, and currently advises on, over 100 UK based solar
photovoltaic assets that are agriculturally, commercially or
industrially situated. Based in its London office, it is
supported by a dedicated and experienced team of investment, legal
and portfolio executives. Bluefield Partners LLP was
appointed Investment Adviser to Bluefield Solar in June
2013.
ANNUAL
REPORT
Bluefield Solar Income Fund Limited
Annual Report and
Financial Statements
FOR THE YEAR ENDED 30 JUNE 2024
Company Registration Number: 56708
General Information
Board of Directors (all
non-executive)
John Scott (Chair and Chair of
Nomination Committee)
Elizabeth Burne (Chair of Audit and
Risk Committee)
Michael Gibbons CBE (Senior
Independent Director and Chair of Remuneration
Committee)
Meriel Lenfestey (Chair of
Environmental, Social and Governance Committee)
Paul Le Page (retired 30 September
2023)
Chris Waldron (appointed 1 December
2023) (Chair of Management Engagement and Service Providers
Committee)
Registered Office
PO Box 286
Floor 2, Trafalgar Court
Les Banques, St Peter Port
Guernsey, GY1 4LY
Administrator, Company Secretary and Designated
Manager
Ocorian Administration (Guernsey)
Limited
Floor 2, Trafalgar Court
Les Banques, St Peter Port
Guernsey, GY1 4LY
Independent Auditor
KPMG Channel Islands
Limited
Glategny Court, Glategny
Esplanade
St Peter Port
Guernsey, GY1 1WR
Registrar
Computershare Investor Services
(Guernsey) Limited
13 Castle Street
St Helier
Jersey, JE1 1ES
Investment Adviser
Bluefield Partners LLP
6 New Street Square
London, EC4A 3BF
Sponsor, Broker and Financial Adviser
Deutsche Numis
45 Gresham Street
London, EC2V 7BF
Legal Advisers to the Company
(as to English law)
Norton Rose Fulbright LLP
3 More London Riverside
London, SE1 2AQ
Legal Advisers to the Company
(as to Guernsey law)
Carey Olsen
PO Box 98, Carey House
Les Banques, St Peter
Port
Guernsey, GY1 4BZ
Principal Bankers
NatWest International plc
35 High Street
St Peter Port
Guernsey, GY1 4BE
Highlights
As at 30 June 2024 / 30 June 2023
Net
Asset Value (NAV)
£781.6m/£854.2m
|
NAV
per share
129.75/139.70p
|
Underlying Earnings1
(pre amortisation of
debt)
£94.6m/£108.4m
Underlying Earnings per share1
(pre amortisation of
debt)
15.51p/17.72p
|
Underlying Earnings per share available for
distribution1
(post amortisation of
debt)
10.57p/14.74p
|
Dividend Target per Share
8.80pps/8.40pps
|
Actual Dividend Declared
8.80pps/8.60pps
|
Total Shareholder Return in
year2
-4.67%/-2.03%
Total Return in year3
-0.83%/5.45%
Total return to Shareholders since IPO
84.19%/89.79%
|
Environmental, Social and Governance (ESG)
ESG KPIs
· Generated 810,602 MWh of renewable energy4
(June 2023:
836,231 MWh)
· Powered the equivalent of 300,000 UK homes5
(June 2023:
288,000)
· Avoided 167,800 tonnes of CO2e emissions6
(June 2023:
173,000)
ESG Highlights
*Undertook a second physical
scenario analysis to examine the potential impacts of changing wind
speeds on the Company's wind portfolio.
*Developed near-term net zero
targets, covering the Company's scope 1, 2 and 3
emissions.
|
*Developed a nature framework,
aligned with the recommendations of the Task Force on
Nature-related Financial Disclosures ("TNFD").
Construction and Development Pipeline
|
· 93 MW under
construction
|
|
|
· 774 MW
approved
|
|
1.56 GW
|
· 375 MW in
planning
|
|
(954 MW Solar, 603 MW
battery)
|
· 315 MW
potential capacity
|
|
|
1. Underlying earnings is an
alternative performance measure employed by the Company to
provide insight to the Shareholders by linking the underlying
financial performance of the operational projects to the dividends
declared and paid by the Company. It is defined in the Alternative
Performance Measure appendix.
2. Total Shareholder Return is based
on share price movement and dividends paid in the year. It is
defined in the Alternative Performance Measure appendix.
3. Total Return is based on the NAV
movement and dividends paid in the year. It is defined in the
Alternative Performance Measure appendix.
4. Performance relates to of the
Company's 100% owned portfolio.
5. Based on Ofgem's Typical Domestic
Consumption Values (TDCV). The TDCV has reduced, hence this metric
has increased despite a decrease in generation compared with the
previous year.
6. Based on generation data aligned
with the relevant 2024 Government CO2e conversion factor. In the
current Year, the Company reported avoided emissions on a gross
basis, reflecting its equity share in investments but without
allocating any avoided emissions to debt finance
providers
Results Summary
|
For the year
ended
30 June
2024
|
For the year
ended
30 June
2023
|
Total operating income
|
(£7,410,520)
|
£49,069,809
|
Total comprehensive income before
tax
|
(£9,600,983)
|
£46,793,621
|
Total underlying earnings (pre
amortisation of debt)1
|
£94,580,146
|
£108,367,331
|
Earnings per share (per
below)
|
(1.57p)
|
7.65p
|
Total underlying EPS available for
distribution2
|
12.00p
|
18.13p
|
Total declared dividends per share
for year
|
8.80p
|
8.60p
|
Underlying earnings per share
carried forward
(See below)
|
3.40p
|
9.53p
|
NAV per share
|
129.75p
|
139.70p
|
Share price at 30 June
|
105.60p
|
120.00p
|
Total
return3
|
(0.83)%
|
5.45%
|
Total Shareholder
Return4
|
(4.67)%
|
(2.03)%
|
Total Shareholder Return since
inception5
|
84.19%
|
89.79%
|
Dividends per share paid since
inception
|
78.59p
|
69.79p
|
1. Underlying earnings
is an alternative performance measure employed by the Company to
provide insight to the Shareholders by linking the underlying
financial performance of the operational projects to the dividends
declared and paid by the Company. It is defined in the
Alternative Performance Measure appendix.
2. Total underlying EPS is
calculated using underlying earnings available for distribution,
including unutilised prior year underlying earnings per share
carried forward, divided by the average number of
shares.
3. Total return is based on
NAV per share movement and dividends paid in the year.
4. Total Shareholder Return is
based on share price movement and dividends paid in the
year.
5. Total Shareholder Return
since inception is based on share price movement and dividends paid
since the IPO.
Corporate Summary
Investment Objective
The
investment objective of the Company is to provide Shareholders with
an attractive return, principally in the form of regular income
distributions, by being invested primarily in solar energy assets
located in the UK. The Company also invests a minority of its
capital into other renewable assets including wind and energy
storage.
Structure
The
Company is a non-cellular company limited by shares incorporated in
Guernsey under the Law on 29 May 2013. The Company's registration
number is 56708, and it is regulated by the GFSC as a registered
closed-ended collective investment scheme and as a Green Fund after
successful application under the Guernsey Green Fund Rules to the
GFSC on 16 April 2019. The Company's Ordinary Shares were admitted
to the Premium Segment of the Official List and to trading on the
Main Market of the LSE following its IPO on 12 July 2013. On 29
July 2024, the UK Listing Rules were updated and as a result, the
Company is now a member of the Equity Shares in Commercial
Companies ("ESCC") category. The issued capital during the year
comprises the Company's Ordinary Shares denominated in
Sterling.
The
Company makes its investments via its wholly owned subsidiary
(Bluefield Renewables 1 Limited) and has the ability to use long
term and short term debt at the holding company level, as well as
having long term, non-recourse debt at the SPV level.
Investment Adviser
The
Investment Adviser to the Company during the year was Bluefield
Partners LLP which is authorised and regulated by the UK FCA under
the number 507508.
In May
2015, Bluefield Services Limited (BSL), a company with the same
ownership as the Investment Adviser, commenced providing asset
management services to the investment SPVs held by the Company's
wholly owned UK subsidiary, Bluefield Renewables 1 Limited
(BR1).
In August
2017 Bluefield Operations Limited (BOL), a company with the same
ownership as the Investment Adviser, commenced providing operation
and maintenance services to the Company and provides services to
approximately 80% of the capacity of the investment portfolio held
by the Company as at year-end.
In
December 2020, Bluefield Renewable Developments Limited (BRD), a
company with the same ownership as the Investment Adviser,
commenced providing BSIF with new build development opportunities
in addition to arrangements in place with the Company's other
development partners.
In
October 2023, Bluefield Construction Management Limited (BCM), a
company with the same ownership as the investment adviser,
commenced providing BSIF with construction management services on
the new build portfolio.
Chair's Statement
Introduction
The year ended 30 June 2024 (the
"Year") has produced many challenges for your Company and its
Investment Adviser. Despite a political environment which is
strongly supportive of renewable electricity, our shares - along
with all others in our sector - have traded at a persistent
discount to underlying NAV, effectively preventing us from raising
fresh capital in the stock market, a strategy which has served us
and our Shareholders well for the first ten years of our existence.
This is a problem to which I referred last year, and I am sorry to
report that, with discounts widening across the sector, in the
intervening twelve months the issue has become more acute; at one
point, BSIF's discount exceeded 25%. We have therefore adopted a
fresh approach to the twin questions of: from where do we access
the funds needed to finance our growth; and what is the optimum
allocation of the capital resources available to us?
BSIF's operating performance,
which saw generation fall by 3%, was hampered by two factors. We
suffered from a number of planned outages as inverters were
replaced by newer and more reliable designs. The other factor was
the weather, the Year in question seeing irradiation levels which
were some 4.3% below expectations. Those who can remember the
water-logged months of July/August 2023 and May/June 2024 will
probably be surprised that the shortfall is not greater.
The most important development for
BSIF, announced in December 2023, is our broad partnership with
GLIL Infrastructure ("GLIL"), whereby we agreed under Phase One to
co-invest in the acquisition of a 247MW portfolio of UK solar
assets; and, in Phase Two, to sell to GLIL a 50% stake in one of
our existing portfolios of operating solar assets, a transaction
that was concluded in September 2024. As well as providing the
Company with capital to invest in new developments, it has also
allowed us to reduce our floating rate debt.
In light of the discount at which
our shares have been trading, in February 2024 we announced a share
buyback programme. Between the beginning of March and 30 June 2024,
BSIF bought back over 9 million of its own shares at a cost of
approximately £9.4 million. Buying at a discount to NAV added 0.4
pps to the Company's net asset value and the shares repurchased are
held in treasury. Since Year end, we have continued to buy back
shares and as at 26 September we have repurchased over 14 million
shares and the discount stands at approximately 18%.
Although we did not complete any
new solar projects during the Year, two of our largest solar
investments - Mauxhall Farm (44.4MW) and Yelvertoft (48.4MW) - were
energised at the end of July 2024 and the beginning of August 2024,
respectively. Currently, our total generating capacity (including
our 50% share in the assets which were the subject of Phase Two of
our strategic partnership with GLIL) stands at 883MW, comprising
824.7MW of solar and 58.3MW of wind.
Highlights of the year
· Total generation of the 100% owned portfolio, at 811GWh, fell
by 3% as compared with the 836GWh generated in the year ended 30
June 2023;
· Total declared dividends for the Year increased to 8.80pps,
in line with our previously declared target (30 June 2023: 8.60pps)
and with dividends covered 1.36 times by current
earnings;
· Irradiation was 4.3% below expectations and we suffered from
significant plant downtime, largely on account of planned inverter
replacements;
· Our
income rose 3.1%, despite spot electricity prices falling - thanks
to contracts struck earlier and to our high proportion of regulated
and inflation-linked revenues;
· On
25 January 2024, the Company announced the completion of Phase One
of its strategic partnership with GLIL, which was an investment of
£20 million of equity, alongside £200 million from GLIL, to fund
the acquisition of a 246.6MW portfolio of UK solar
assets.
· Subsequent to our Year end, we have completed Phase Two of
our partnership with GLIL, comprising the sale of a 50% stake in a
112.2MW portfolio of operating solar assets, resulting in a payment
to BSIF of circa £70 million, of which £50.5 million was used to
repay the Company's Revolving Credit Facility ('RCF').
Following completion, the Company's equity stake
in the combined portfolios increased to approximately
25%;
· Work
on the Company's development pipeline continued, with planning
consents being secured on 223MW of solar projects and 90MW of
battery projects, while the wider pipeline grew to 954MW of solar
and 603MW of battery storage;
· The
NAV per share fell to 129.75pps (30 June 2023: 139.70pps), the
reduction reflecting lower long term electricity prices and lower
inflation expectations;
· BSIF's shares traded at a persistent discount to NAV, the
closing price on 30 June 2024 being 19% below the NAV (30 June
2023: 14% discount);
· Subsequent to 30 June 2024, two major solar plants, with a
combined capacity of 92.8MW, were energised.
At the Year end, the Group's total
outstanding debt stood at £607 million, with leverage at 43% of GAV
(30 June 2023: 41% of GAV).
Underlying Earnings and Dividends
The Underlying Earnings for the
Year, before amortisation of long-term debt, were £94.6 million, or
15.5pps, and underlying earnings available for distribution, post
debt repayments of £30.1m (4.9pps), were £64.5. million (10.6pps).
Thus, the Company has earned comfortably in excess of its total
dividend of 8.80pps for the Year.
This has enabled the declaration
of a fourth interim dividend of 2.20pps, bringing the total
dividend for the Year to 8.80pps (Prior Year: 8.60pps); the yield
on our shares - based on a share price of 106.40pps on 26 September
2024 - is 8.3%. The Board has set a target dividend for the year
ended 30 June 2025 of not less than 8.90pps. This extends our
record of progressive increases, and reflects our intention to
repay borrowings and continue a programme of share buybacks, while
also investing in the development of our pipeline to generate and
store electric energy.
Valuation and Discount Rate
There has been considerable
activity in the secondary market for renewable electricity
projects; demand for solar portfolios remains strong, providing
ample evidence to validate the asset values adopted by BSIF. Prices
seen in the market over the past two years range between £1.20m/MW
and £1.45m/MW and over 1GW of operational capacity has been brought
to market in the Year.
Some of this activity involves
BSIF as a seller of operating solar investments; by entering into
its partnership with us, GLIL acquired a 50% stake in a selection
of BSIF's solar assets in Phase Two of the strategic partnership,
for a price which values the 112MW portfolio at circa £140 million.
The financial assumptions underlying this transaction are
consistent with those used by the Company in publishing its latest
NAV of 129.75pps as at 30 June 2024. The portfolio discount rate is
unchanged at 8% for the valuation and the enterprise value of the
Company's operational portfolio is £1,136.5m, representing
£1.24m/MW for the solar assets (30 June 2023:
£1.35m/MW).
Inflation
UK inflation has abated in the
past year; in June 2023 RPI inflation was running at 10.7%, whereas
this fell to 2.9% for June 2024. On a CPI basis, the figures were
7.9% and 2.0%, respectively. Sterling interest rates, however, have
been slower to fall. In August 2024 the Bank of England reduced
Base Rate by just 0.25%, to 5.00%, and the UK 5 year gilt rate is
now below 4%, down from approximately 4.5% one year ago.
BSIF is a net beneficiary of
inflation, since our regulated income is index-linked, boosting our
revenues from ROCs and FiTs faster than the increase in our
operating costs. The Company also adopts a prudent approach to
leverage, with most of our debt being fixed at the historically low
interest rates which prevailed until 2022; lower interest rates
assist BSIF by reducing the cost of our revolving credit
facility.
Power Prices
Spot electricity prices have
softened considerably in the Year, but the Company's PPA strategy
of fixing power prices for between one and three years in advance
has allowed the Company to benefit from power contracts which are
insulating the Company from short term price weakness. The average
weighted prices for these contracts were £149/MWh for June 2024
(June 2023: £230/MWh).
Environmental, Social and
Governance ("ESG")
I am pleased to say that our
significantly enhanced ESG reporting has been well received by
Shareholders and other commentators. We continue to build on our
approach and once again I express BSIF's appreciation for the work
done by the Investment Adviser to align the Company with best
practice in this field. This year is the Company's second year of
implementing and monitoring its ESG performance against its KPIs
and further information is available on page 47.
Capital allocation and
gearing
As noted earlier, with BSIF's
shares trading at a significant discount, we continue to buy back
our own shares on a regular basis and, since the commencement of
this programme in February, total buybacks now exceed 14 million
shares, all held in treasury. At the same time, we are steadily
reducing the balance on our RCF and it is the Board's intention,
within the constraints of the resources available to the Company,
to persevere with both programmes.
The Board
As noted in our Interim Report, in
November 2023 Chris Waldron joined the BSIF Board as a
non-executive director.
Having been a member of this Board
since the flotation of the Company in 2013, I intend to retire in
2025. Thus, the forthcoming AGM will be the final time I shall be
seeking re-election to the Board. The Board is at an advanced stage
of an exercise, involving an external search agency, to identify an
additional director to be appointed during our current financial
year.
The AGM
The Company's Annual General
Meeting will take place at 10.30am on 6 December 2024 at Floor 2,
Trafalgar Court, Les Banques, St Peter Port, Guernsey. Shareholders
who are unable to be present in person are encouraged to submit
questions in advance of the meeting.
Conclusion
BSIF is required every five years
to give Shareholders the opportunity to vote for the continuation
or otherwise of the Company. Your Board was delighted when
the vote held at the 2023 AGM resulted in a 98.56% vote in support
of the continuation of the Company and we interpret this as a
strong vote of confidence in our business and in our Investment
Adviser, Bluefield Partners.
It is clear from their early weeks
in office that the incoming Labour Government regards the expansion
of indigenously produced renewable energy as one of its priorities
and recent announcements regarding investment in significantly
increased grid capacity suggest to us that they are entirely
serious about fostering a three-fold increase in solar power by
2030 and that the opportunities for our business are legion. Our
main constraint remains accessing the capital that is needed to
develop the opportunities that exist. As
well as our operating portfolio of nearly 900MW of wind and solar
capacity, BSIF has a significant development pipeline, comprising
nearly 1GW of solar projects and over 600MW of
batteries.
Your Company is currently
responsible for the generation of
some 5% of all solar
power in the UK and it is our intention to participate fully in the
planned expansion of this resource. The recently established
publicly owned energy company, Great British Energy, has been
designed to accelerate clean energy deployment and we welcome this,
as well as the other initiatives announced to date which will
support the path to both net zero emissions and greater energy
security and independence. At the same time, the Government
recognises the need to reform electricity market arrangements to
deliver the pace and scale of change required to meet its target of
decarbonisation of the electricity system and continues to assess
its options following a second round of consultations in May 2024.
We are active participants in this debate.
Our primary objective for the
current year is to progress those investments which meet our
investment return criteria and which can be built and grid
connected soonest, while working forensically on our existing
portfolio to improve and update what is there, all with the
objective of maximising the operating performance. We are fortunate
to have a very significant volume of index-linked regulated revenue
which, combined with our Investment Adviser's successful strategy
of fixing medium term power sales contracts, gives us confidence in
the prospects for BSIF and our ability to continue to provide our
Shareholders with a rising dividend.
John Scott
Chair
27 September 2024
Report of the Investment Adviser
Introduction from the Managing Partner of the Investment
Adviser
In the year to 30 June 2023, the
Company delivered the strongest earnings in its 10 year history and
whilst records cannot be broken every year, the financial
performance for the period to 30 June 2024 has once again been
strong with the dividend target of 8.80pps comfortably covered by
in period earnings (net of debt and taxes).
The Company's highly successful
power price strategy has once again delivered material value to
shareholders, but for the first time in its operating history the
portfolio has suffered the twin effects of below budget irradiation
(-4.3%) and below budget operational performance
(-5.1%).
Whilst the Board and the
Investment Adviser have no control over the amount of irradiation
and wind speed, it is important to note the operational challenges
faced by the portfolio are principally the result of one-off DNO
outages and isolated challenges with particular inverter
models.
The Investment Adviser, Bluefield
Services and Bluefield Operations, have addressed this with a
targeted inverter replacement programme, investing over £3.6m to
June 2024 and the results of which are already delivering
performance back towards expectations.
Stepping outside of the Company,
the equity markets over the past twelve months have continued to
present a challenging year for the listed renewables sector. Across
the sector, Bluefield Solar included, share price discounts to NAVs
have persisted and so the prospect of capital raises from the
equity markets has remained unattainable.
This has presented a multi layered
challenge to the Company as it balances the need to continue
progression of its extensive pipeline of development opportunities,
to prevent the risk of loss of value, whilst simultaneously
creating liquidity to reduce drawings under the Company's RCF
balance and provide support to the Company's share buyback
programme.
Despite these considerable
challenges, it is highly pleasing to be able write about a series
of actions the Company has taken over the past year which have made
material strides in specifically addressing these challenges. These
were:
1.
Strategic Partnership with GLIL: The announcement in December 2023 of the commencement of a
Strategic Partnership with GLIL, the large infrastructure investor.
This innovative arrangement, unique amongst the actions being taken
by other listed peers, was structured to simultaneously address an
attractive acquisition opportunity, provide liquidity for reducing
the Company's RCF and progression of a selected portion of the
Company's development pipeline.
The partnership covers three
phases:
a. Phase
One of the partnership, completed in January 2024, enabled
Bluefield Solar to acquire a minority stake in a highly attractive
operational portfolio alongside GLIL as the majority investor. The
agreement also has the option for Bluefield to increase its stake,
assuming there are available funds.
b. Phase
Two of the partnership, completed in August 2024, was the sale by
Bluefield Solar of a 50% stake in a 112MWp operational portfolio
owned 100% by the Company. The sale, completed in line with the
Company's prevailing NAV, realised proceeds of circa £70m and
enabled a material initial repayment (being circa £50m) of the
Company's drawn RCF balance (leaving it at circa £134m at the time
of writing)
c. Phase
Three of the partnership, which is currently in progress, is a
commitment for GLIL and Bluefield Solar to co-invest into a
selected portfolio of circa 10% of the Company's proprietary
development pipeline and enable construction over the next two to
three years.
2.
Share buyback Programme: Turning attention to the challenge of the share price
discount relative to the Company's NAV, in February 2024 the Board
announced a share buyback programme of £20m in order to provide
direct support to the share price. As at 30 June 2024, the Company
had spent £9.4m of this allocation.
Whilst there has been considerable
success with the various strategic initiatives deployed over the
past twelve months, the steps that are taken next are just as
important in ensuring performance of the Company continues to match
that of the previous decade. What does this mean in
practice?
On a direct basis, it means
reviewing options for prospective disposals of up to a third of the
Company's development pipeline (in line with the Company's previous
statements on the percentage of retention) to deliver capital
recycling and secure value from development activities as well as
consideration of further sales, on a limited capacity basis, of the
Company's operational assets. Both these initiatives will
facilitate further reductions in the Company's RCF balance, as well
as providing funds to progress and protect the value of the
Company's remaining developments. An example of this is over 300MW
of solar and co-located battery developments in the north east of
England that we are looking to sell in part or as a single package.
On completion this will provide additional liquidity to the Fund
and should provide a material return to BSIF, who is the majority
shareholder.
Further to this, we are actively
looking at whether there are further sales of operational assets to
recycle funds, and support the initiatives of further paying down
of the RCF, and a continued share buyback strategy. And we also
looking at making sure our structural debt is optimised for the
long term benefit of the shareholders.
On a wider basis, it means
continuing to operate the Company in keeping with the five core
strengths that have been so successful in driving out performance
for shareholders over the past decade:
1.
Capital Structure:
continued focus on prudent use of leverage and in the near term a
gradual reduction in RCF drawings, with long term financings
secured at attractive rates on a fixed interest basis (a current
average cost of debt of c.3.4% on £430m of long-term
borrowings),
2.
Power Sales Strategy:
striking Power Price Agreements contracts at the short end of the
power curve (6-30 months), through competitive tender processes,
enabling it to maximise value for shareholders from the most liquid
part of the power market.
3.
Active Management:
continuing to provide a dedicated workforce of 130 within Bluefield
Partners and Bluefield Services, providing an end to end service,
offering from development through construction to operation and
long term management, all with ESG embedded across each
function.
4.
Proprietary Pipeline:
constantly applying the DNA of the business around accessing
primary opportunities (as highlighted by the 1.5GW solar and
storage proprietary pipeline the Investment Adviser has built up
exclusively for BSIF) to provide a platform for continued growth or
value accretive sales.
5.
Capital Discipline: Since
listing in 2013, a judicious approach to deployment of capital has
been paramount as periods of significant investment activity have
been combined with periods of restraint. This approach was at the
forefront of the structuring of the Strategic Partnership with
GLIL.
A lot has been achieved in
challenging market conditions and we believe that the actions taken
over the past year are showing real evidence of being able to
address the issues at hand whilst allowing the Company's long term
ambitions to remain undimmed.
James Armstrong
Managing Partner, Bluefield Partners LLP
1.
About Bluefield Partners LLP ('Bluefield')
Bluefield was established in 2009
and is an investment adviser to companies and funds investing in
renewable energy infrastructure. Our team has a proven record in
the selection, acquisition and supervision of large scale energy
and infrastructure assets in the UK and Europe. The Bluefield team
has been involved in over £6.7 billion renewable funds and/or
transactions in both the UK and Europe, including over £1.6 billion
in the UK since December
2011.
Bluefield was appointed Investment
Adviser to the Company in June 2013. Based in its London office,
Bluefield's partners are supported by a dedicated and highly
experienced team of investment, operations, finance, legal and
portfolio executives. As Investment Adviser, Bluefield takes
responsibility for selection, origination and execution of
investment opportunities for the Company, having executed over 200
individual SPV acquisitions on behalf of BSIF and European
vehicles.
2. Portfolio: Acquisitions, Performance and Value
Enhancement
Portfolio Overview
As at 30 June 2024, the Company
owned 100% of an operational solar portfolio of 129 photovoltaic
("PV") plants (consisting of 87 large scale sites, 39 micro sites
and 3 roof top sites), 6 wind farms and 109 small scale UK onshore
wind turbines, all 100% owned by the Company, with a total capacity
of 812.6MW (30 June 2023: 812.6MW). In addition to this, the
Company has a 9% stake in a 246.6MW portfolio of UK solar assets,
acquired during the Year in partnership with GLIL Infrastructure,
taking the total portfolio capacity to 834MW, comprising 776MW of
solar and 58MW of onshore wind.
During the Year, the combined
solar and wind portfolio, on the 100% owned assets, generated an
aggregated total of 810.6GWh (Prior Year: 836.2GWh), representing a
generation yield of 997.6 MWh/MW (30 June 2023: 1,029
MWh/MW).
Investment Approach, Acquisitions, and Divestments in the
year
The Company has taken a
disciplined approach to the deployment of capital since listing,
investing only when there are projects of suitable quality at
attractive returns to complement the existing portfolio. Rigorous
adherence to restrained capital deployment inevitably means there
can be periods where acquisition activity falls, even when sector
activity appears in contrast, but this controlled approach is
beneficial in driving long term, sustainable growth for
Shareholders, as evidenced by the Company's record of sector
leading returns since listing over a decade ago.
In December 2023, the Company
announced a three-phase strategic partnership with GLIL, which
envisages both parties investing together into UK focused solar
assets, from development through to operational plants. The
partnership will also facilitate deleveraging of the
Company.
On 25 January 2024, the Company
announced the successful completion of Phase One of the partnership
with GLIL, which was an investment by BSIF of £20 million of
equity, alongside £200 million from GLIL, to fund the acquisition
of a 246.6MW portfolio of UK solar assets. BSIF's ownership stake
in the portfolio was 9%.
After 30 June 2024, the Company
announced the execution of Phase Two of the strategic partnership
with GLIL, which was the sale of a 50% stake in a 112.2MW portfolio
of UK solar assets owned by BSIF. Following amalgamation with the
Phase One acquisition, the Company's equity stake across the
combined portfolios has increased to 25%.
Portfolio Performance and Optimisation
Solar PV Performance
In the Year, irradiation levels
were 4.3% lower than the Company's forecasts and 9.9% lower than
the Prior Year, whilst generation at 647.9GWh, was 9.5% lower than
forecast.
During the Year, the solar
portfolio achieved a Net PR of 75.4% (Prior Year: 76.2%) against a
forecast of 79.96%, due to key component downtime driven primarily
by supply chain challenges for key High Voltage ('HV') equipment.
Consequently, generation yield was 859.15MWh per MW of installed
capacity, 7.8% lower than recorded in the Prior Year.
Table 1. Summary of Solar Fleet
Performance for the Year:4
|
Year
Actual
|
Year
Forecast
|
Delta
to
Forecast (%
change)
|
Prior
Year
Actual
|
Delta
Year to
Prior Year Actual (%
change)
|
Portfolio Total Installed
Capacity (MW)
|
754.2
|
N/A
|
N/A
|
754.2
|
0.0%
|
Weighted Average
Irradiation (Hrs)1,2
|
1,136.3
|
1,187.2
|
-4.3%
|
1,260.7
|
-9.9%
|
Total Generation (MWh)
|
647,920
|
715,894
|
-9.5%
|
702,428
|
-7.8%
|
Generation Yield
(MWh/MW)
|
859.13
|
949.26
|
-9.5%
|
959.90
|
-10.5%
|
Average Total Unit Price
(£/MWh)3
|
£247.01
|
£262.87
|
-6.0%
|
£223.68
|
10.4%
|
Notes to Table 1.
1. Periods of irradiation where
irradiance exceeds the minimum level required for generation to
occur (50W/m2)
2. Excluding grid outages and
significant periods of constraint or curtailment that were outside
the Company's control (for example, DNO-led outages and
curtailments)
3. Average Total Unit Price includes
all income associated with the sale of power, all subsidy payments,
liquidated damages and insurance claims amounts. ROC recycle
revenue is included assuming a 10% recycle rate for both actual and
forecast revenue
4. Excludes the strategic partnership
with GLIL
Total revenue for the Year was
£160.5 million, 13.75% lower than forecast but 1.9% higher than the
Prior Year. PPA agreements which commenced during the Year were the
principal reason for the increased revenue, as the average power
price rose 17% to £165/MWh in the Year, up from £141/MWh in the
Prior Year.
Operational costs for the Year
(incorporating all fixed, contracted costs such as lease payments,
O&M fees etc.) totalled £29.5 million, including expenditure
associated with the optimisation & enhancement projects (see
below).
Solar PV Optimisation & Enhancement
Activity
The Investment Adviser is taking
proactive steps to mitigate risks to both the short- and long-term
operational performance of the portfolio. This is achieved through
a rolling capital investment programme to proactively address key
risks to operational performance. The Investment Adviser has
identified that one of the key causes of lower than expected
availability is a long lead time for spare parts for major high
voltage components, notably central inverters.
Large central and string inverter
revamping projects were completed during the Year, with many of the
projects being completed in the final quarter of the Year. These
projects improved performance during that final quarter, and it is
expected that the performance uplifts from these projects will be
fully realised in FY 2024/25, with further inverter repowering and
optimisation projects planned during that year.
As at 30 June 2024, 494.6 MW of
the PV portfolio (being 66% of the solar PV portfolio)
have leases that allow for terms beyond 30 years
, of which 362 MW (100% of applications successful) benefit from
planning terms in excess of 30 years. The Investment Adviser
continues to pursue lease extensions on the remaining assets in the
portfolio.
GLIL Partnership Portfolio
Further to Phase One of the
strategic partnership with GLIL, the acquisition of a 246.6MW UK
Solar portfolio from Lightsource bp was completed on 24 January,
with BSIF holding an equity stake of 9%. During the period from
January 2024 to June 2024, this portfolio's generation was 5% below
forecast, primarily driven by the below expected irradiation
(-7.2%).
Onshore Wind Performance
As at 30 June 2024, the Company
held an operational onshore wind portfolio of 135
installations, comprising 109 small scale turbines (55-250kW) and 26 larger
turbines (850kW-2,300kW), with an aggregated capacity
58.4MW.
During the Year, the wind
portfolio generated 162.7 GWh, 2% below forecast. This was largely
due to several major component failures, resulting in extended
downtimes across the portfolio. Despite this, generation has
improved significantly compared to the Prior Year, up 21.6% due to
a combination of improved availability and wind speeds.
Table 2. Aggregated Wind
Portfolio Performance for the Year
|
Year
Actual
|
Year
Forecast
|
Delta
to Forecast (% change)
|
Prior
Year Actual
|
Delta
Year to Prior Year Actual (%
change)
|
Portfolio Total Installed Capacity
(MW)
|
58.4
|
N/A
|
N/A
|
58.4
|
0.0%
|
Total Generation (MWh)
|
162,682.4
|
165,930.3
|
-2.0%
|
133,804.0
|
21.6%
|
Generation Yield (MWh/MW)
|
2,785.7
|
2,841.3
|
-2.0%
|
2,292.7
|
21.5%
|
Average Total Unit Price
(£/MWh)
|
186.0
|
188.1
|
-1.1%
|
208.3
|
-10.7%
|
Notes to Table 2.
1. Actual &
Forecast Average Total Power Price exclude ROC recycle
estimates
|
2. Average Total
Power Price includes LDs, Insurance & Mutualisation
Rebate
|
Total revenue for the Year was
£30.3 million (Prior Year: £27.9 million), with an average revenue
per MWh of £186. Revenues achieved were 3% below
forecast, though these were 9% higher compared to
Prior Year, due to increased generation.
Onshore Wind Optimisation & Enhancement
Activity
In Northern Ireland, 17 of the 29
small-scale turbines were identified for repowering with
replacement EWT 250kW turbines. This will increase both efficiency
and output, whilst maintaining their respective NIRO accreditation
status.
As at 30 June 2024, 13 turbines
have been repowered and returned to operation, with the remaining
four turbines having received planning approval for repowering,
with a new 25-year term. One project has received turbine delivery,
with repowering planned by 31 December
2024.
General Portfolio
OFGEM Audits
As part of the industry-wide
audits of FiT and RO-accredited generating assets, the Asset
Manager has been working closely with the regulator on certain
assets that have been selected, at random, for audit. All closed
OFGEM audits have had relevant enquiries satisfied, with the
respective assets' accreditation being maintained. The Asset
Manager is working closely with OFGEM to close enquiries on the
remaining open audits.
Health & Safety Activities & Cyber
Security
Please refer to the Environmental,
Social and Governance report for further information on health
& safety activities and cyber security.
3. Power Purchase Agreements
The Company actively monitors
power market conditions, ensuring that contract renewals are spread
evenly through any 12-month period, with competitive tender
processes on both fixed and floating price options run for each PPA
renewal in the 3 months prior to the commencement of a new fixing
period.
Flexibility within the Company's
capital structure enables PPA counterparties to be selected on a
competitive basis and not influenced by lenders requiring long term
contracts with one offtaker. This means the programme of
achieving value and diversification from contracting with multiple
counterparties (which in turn reduces offtaker risk) is executed
for the benefit of Shareholders.
By rolling PPA fixes during the
Year and targeting the most liquid area of the power market (one to
three years), the Company was able to complete a number of fixes
during periods, with average levels turning out above day-ahead
base-load settlement prices over the same period. Evidence of this
is reflected in the Company's average seasonal weighted power
price, which for the Year was £148.80/MWh (Prior Year:
£141.00/MWh), while the average day-ahead base load settlement
price was £72.79/MWh (Prior Year: £169.97).
As at 30 June 2024, the average
term of the fixed-price PPAs across the portfolio is 32.5 months
(Prior Year: 26.2 months) and the Company has a price confidence
level of 67% to December 2024 and 48% to June 2025 (on a capacity
basis), representing the percentage of the Company's portfolio that
already has fixed prices in place and thus no exposure to power
market fluctuations. Looking ahead, the strategy has also secured
power fixes, and thus revenue certainty, at levels that are in
excess of the latest forecaster expectations.
Table 3. PPA Fixed Power Prices
(average for fixes completed vs blended average forecaster price
during the Year)
Price as at six-months ended:
|
Jul-24
|
Jan-25
|
Jul-25
|
Jan-26
|
BSIF Portfolio Weighted Average
Contract Price (£/MWh)
|
129.2
(625MW)
|
131.5
(595MW)
|
135.4
(313MW)
|
115.1
(96MW)
|
% of BSIF total capacity under PPA
Fixed Power Price contract
|
77%
|
73%
|
38%
|
12%
|
Blended Average of forecasters
nominal terms power prices per 30 June 2024 valuation
(£/MWh)
|
63.3
|
67.3
|
69.1
|
67.6
|
Footnote: MW stated in the BSIF
portfolio weighted average contract price refers to the total
amount of the portfolio fixed for that year; excludes assets under
the Strategic Partnership portfolio.
The Investment Adviser believes
its PPA policy is the best strategy for Shareholders, who are
looking for stable revenues and forecastable, sustainable dividends
with high visibility of revenues on a rolling multiyear basis. It
is this approach that has delivered almost a decade of sector
leading dividend cover (covered by current earnings and post debt
amortisation).
4. Proprietary Pipeline
Over the past five years, the
Company has continued to implement its new build strategy across
the solar value chain to ensure that the Company continues to build
its market share amongst UK solar power producers, with the Company
signing co-development agreements to fund new sites. The Company
also expanded its strategy to battery storage, which will enable
the diversification of the Company's revenues and allow us to
monetise the expected increases in volatility of power prices in
the future.
This focus on development
activities has enabled the Company to identify a significant
pipeline of assets which can be built over the next five years. As
these projects progress, the Company is working with selected
construction contractors to ensure that projects are designed and
built to a high specification for long term performance.
The new build strategy has
delivered well on its objectives thus far; the development pipeline
now stands at over 1.5 GW and the first two developments to enter
the construction phase (Yelvertoft and Mauxhall Farm) connected to
the electricity network shortly after 30 June 2024. Yelvertoft will
receive a Contract for Difference ("CfD") for its output under
AR4.
The following sections provide a
more detailed update on both our construction and development
programmes.
Construction Programme
As at 30 June 2024, 93 MW of
projects were under construction. These projects
are Yelvertoft Solar Farm (a 49MW solar PV park
in Northamptonshire) and Mauxhall Farm Energy Park (a 44MW solar PV
project in North East Lincolnshire). Mauxhall Farm is planned to be
a co-located project and construction of a 25MW battery energy
storage scheme is expected to commence in the year ending 30 June
2025.
As at the end of the Year, the
Company had a pipeline of future solar assets with a capacity of
541MW and battery storage assets with 233MW capacity that are fully
consented and are in pre-construction. The projects have connection
dates between 2024 and 2030.
Of this, the Company is actively
exploring EPC contracts for two projects (17MW capacity in total),
both of which have CfDs under AR4 and it plans to launch tenders
for a selection of its AR5 accredited projects in the year ending
30 June 2025.
EPC agreements for the Company's
new build projects are expected to be fixed price contracts
comparable to Yelvertoft and Mauxhall Farm and will require
contractors to provide full procurement activity and to supply all
materials. The Investment Adviser completes a full assessment of
each contractor's procurement and supply chain management processes
to ensure compliance with the Company's ESG policies and
standards.
Development Programme
The Investment Adviser has been
pursuing its development strategy since 2019 to enable the Company
to continue to be a key player in the UK renewable energy market.
Since this time, a portfolio of 954MW of solar and 603MW of
batteries has been built up across 28 projects. The Company
has an investment limit in pre-construction development stage
activities, restricted to 5% of gross assets; less than 3% is
currently committed.
Currently, no value is attributed
to projects without planning consent. Once developments receive
planning consent and move from the development stage to
pre-construction, the Investment Adviser believes it is appropriate
to reflect this change in the Company's valuation. At this point in
their lifecycle, the projects will have received all the necessary
planning consents, land rights and valid grid connection offers and
so have discernible value beyond the direct costs of
development.
5.
Analysis of underlying earnings
The total generation and revenue
earned in the Year by the Company's portfolio, split by subsidy
regime, is outlined below:
Subsidy
Regime
|
Generation (MWh)
|
PPA
Revenue (£m)
|
Regulated Revenue (£m)
|
FiT
|
61,611
|
5.0
|
12.4
|
4.0
ROC
|
17,415
|
1.4
|
4.1
|
2.0
ROC
|
19,548
|
1.5
|
2.4
|
1.6
ROC
|
105,055
|
12.8
|
10.4
|
1.4
ROC
|
281,932
|
45.9
|
23.4
|
1.3
ROC
|
65,521
|
8.1
|
5.2
|
1.2
ROC
|
129,664
|
22.8
|
10.2
|
1.0
ROC
|
46,536
|
3.9
|
2.8
|
0.9
ROC
|
83,320
|
7.0
|
4.5
|
Total
|
810,602
|
108.4
|
75.4
|
The Company includes ROC recycle
assumptions within its long term forecasts and applies a market
based approach on recognition within any current financial year,
including prudent estimates within its accounts where there is
clear evidence that participants are attaching value to ROC recycle
for the Year.
The key drivers behind the changes
in Underlying Earnings between this Year and the Prior Year are the
combined effects of lower PPA pricing, debt interest and tax
(including EGL).
Underlying Portfolio Earnings
|
Year
(£m)
|
Prior
Year
(£m)
|
Year
to
30 June
22
(£m)
|
Year
to
30 June
21
(£m)
|
Portfolio Revenue
|
183.8
|
184.4
|
111.4
|
73.1
|
Liquidated damages and Other
Revenue1
|
12.6
|
5.4
|
1.6
|
2.0
|
Net Earnings from Acquisitions in
the year
|
0.0
|
0.0
|
0.0
|
5.1
|
Portfolio Income
|
196.4
|
189.8
|
113.0
|
80.2
|
Portfolio Costs
|
-38.2
|
-36.3
|
-27.8
|
-17.6
|
Project Finance Interest
Costs
|
-12.7
|
-13.6
|
-4.7
|
-1.8
|
Total Portfolio Income Earned
|
145.5
|
139.9
|
80.5
|
60.8
|
Group Operating
Costs2,3
|
-38.7
|
-25.4
|
-8.3
|
-7.5
|
Group Debt Costs
|
-12.2
|
-6.1
|
-5.4
|
-4.7
|
Underlying Earnings
|
94.6
|
108.4
|
66.8
|
48.6
|
Group Debt Repayments
|
-30.1
|
-18.3
|
-13.8
|
-9.3
|
Underlying Earnings available for
distribution
|
64.5
|
90.1
|
53.0
|
39.3
|
|
Year
(£m)
|
Prior
Year
(£m)
|
Full
year to
30 June
22
(£m)
|
Full
year to
30 June
21
(£m)
|
Brought forward reserves
|
58.4
|
20.9
|
13.4
|
8.4
|
Repayment of RCF
|
-10.0
|
0.0
|
0.0
|
0.0
|
Share Buybacks
|
-9.4
|
0.0
|
0.0
|
0.0
|
Acquisitions and CapEx
|
-30.1
|
0.0
|
0.0
|
0.0
|
Total funds available for distribution
|
73.4
|
111.0
|
66.4
|
47.7
|
Target distribution4
|
53.1
|
51.4
|
45.2
|
34.3
|
|
|
|
|
|
Actual Distribution
|
53.1
|
52.6
|
45.5
|
34.3
|
Underlying Earnings carried forward
|
20.3
|
58.4
|
20.9
|
13.4
|
1 Other Revenue includes ROC
mutualisation, ROC recycle late payment CP21, insurance proceeds,
O&M settlement agreements and rebates received.
2 Includes the Company, BR1 and
any tax charges within the group.
3 Excludes one-off transaction
costs and the release of up-front fees related to the Company's
debt facilities
4 Target distribution is based on
funds required for total target dividend for each financial
year.
The table below presents the
underlying earnings on a 'per share' basis.
|
Year
(£m)
|
Prior
Year
(£m)
|
Year
to
30 June
22
(£m)
|
Year
to
30 June
21
(£m)
|
Actual Distribution
|
53.1
|
52.6
|
45.5
|
34.3
|
Total funds available for distribution (including
reserves)
|
73.4
|
111.0
|
66.4
|
47.7
|
Average Number of shares in
year*
|
609,849,113
|
611,452,217
|
554,042,715
|
429,266,617
|
Target Dividend (pps)
|
8.80
|
8.40
|
8.16
|
8.00
|
Total funds available for distribution
(pps)
|
12.00
|
18.13
|
12.22
|
11.19
|
Total Dividend Declared & Paid
(pps)
|
8.80
|
8.60
|
8.20
|
8.00
|
Reserves carried forward
(pps) **
|
3.40
|
9.53
|
3.39
|
2.67
|
* Average number of shares is
calculated based on shares in issue at the time each dividend was
declared.
** Reserves carried forward are
based on the shares in issue at the point of Annual Accounts
publication (being 597m shares for 30 June 2024 and 611m shares for
30 June 2023).
6. NAV and Valuation of the Portfolio
The Investment Adviser is
responsible for advising the Board in determining the Directors'
Valuation and, when required, carrying out the fair market
valuation of the Company's investments.
Valuations are carried out on a
quarterly basis at 30 September, 31 December, 31 March and 30 June
each year, with the Company committed to conducting independent
reviews as and when the Board believes it benefits
Shareholders.
As the portfolio comprises only
non-market traded investments, the Investment Adviser has adopted
valuation guidelines based upon the IPEV Valuation Guidelines
published by the BVCA (the British Venture Capital Association).
The application of these guidelines is considered consistent with
the requirements of compliance with IFRS 9 and IFRS 13.
Following consultation with the
Investment Adviser, the Directors' Valuation adopted for the
portfolio as at 30 June 2024 was £965.5 million (30 June 2023:
£1,018.4 million).
The table below shows a breakdown
of the Directors' valuations over the last three financial
years:
Valuation Component (£million)
|
June 2024
|
June 2023
|
June 2022
|
DCF Enterprise Value of
Portfolio
|
1,100.0
|
1,195.2
|
1,180.6
|
DCF Enterprise Value of JV
Portfolio
|
36.5
|
-
|
-
|
Consented development/construction
and repowering projects
|
110.3
|
67.5
|
13.8
|
Deduction of Project Co
debt
|
-423.2
|
-430.8
|
-390.3
|
Project Net Current
Assets
|
141.9
|
186.5
|
135.8
|
Directors' Valuation
|
965.5
|
1,018.4
|
939.9
|
Portfolio Size (MW)
|
834.0
|
812.6
|
766.2
|
Discounting Methodology
The Directors' Valuation is based
on the discounting of post-tax, projected cash flows of each
investment, based on the Company's current capital structure, with
the result then benchmarked against comparable market multiples, if
relevant. The discount rate applied on the project cash flows is
the weighted average discount rate. In addition, the Board
continues to adopt the approach under the 'willing buyer/willing
seller' methodology, that the valuation of the Company's portfolio
be appropriately benchmarked to pricing against comparable
portfolio transactions.
Key factors behind the valuation
There have been several factors
that have been considered in the Investment Adviser's
recommendation to the Directors' Valuation (and which are
quantified in the NAV movement chart on page 28):
(i)
Power price forecasts and costs have been inflated to June 2024
terms using actual inflation data published on the Office for
National Statistics webpage. The Fund's RPI assumption for 2025
remains unchanged at 3.00% (June 2023: 3.00%). On 1 August 2024,
the Bank of England cut Base Rate for the first time since the
beginning of the pandemic in March 2020, reducing Base Rate from
5.25% to 5.00%, the same rate as it was in June 2023.
(ii)
The Company's previous inflation assumptions for ROC revenues had
been slightly below the reported number and in utilising actual
inflation for ROC sites, the valuation has increased.
(iii)
Renewable Energy Guarantees of Origin for the period 2026-2030 have
been included for the first time in the 30 June 2024 valuation.
This adoption follows evidence that reasonable value is now being
achieved through power purchase agreements signed and expectations
from forecasters that some value will continue to be secured for
REGOs in the future.
(iv)
The portfolio discount rate has been maintained at 8.00% (June
2023: 8.00%).
(v)
Inclusion of the latest forecasters' power price curves as at 30
June 2024 has resulted in a decline in the valuation as prices have
normalised following a prolonged period of higher power prices,
driven largely by increases in commodity prices exacerbated by the
impact of the Russian invasion of Ukraine on wholesale gas prices.
Further information regarding power prices is included in section 3
of this report.
(vi)
The value attributed to the Company's development and construction
portfolio has risen during the Year, reflecting sites receiving
planning permission and further progress and investment into
construction projects.
(vii) Working
capital has declined in the Year, reflecting the payment of
dividends through the Year, the execution of the Company's share
buyback programme, and performance compared to
forecasts.
(viii) Investments
into Joint Ventures (JVs) have been included in the valuation for
the first time following the successful completion of Phase One of
the strategic partnership with GLIL. The JV continues to progress
with the post year-end signing of Phase Two of the strategic
partnership in the form of a sale of operational assets from BSIF
into the JV, and the forthcoming Phase Three, whereby the Company
and GLIL intend to commit capital to a selection of the Company's
development and construction pipeline.
By reflecting the core factors
above within the Directors' Valuation for 30 June 2024, the
enterprise value of the operational portfolio is £1,136.5 million
(June 2023: £1,195.2 million), representing an effective price for
the solar component of £1.24m/MW (June 2023: £1.35m/MW). These
metrics sit within the pricing range of precedent market
transactions and the 'willing buyer-willing seller' methodology
upon which the Directors' Valuation is based.
Power Prices
A blended forecast of three
leading consultants is used within the latest Directors' Valuation
, as shown in the graph below. This is based on forecasts released
in the three months ended 30 June 2024. For illustration purposes,
the graph below also includes the blended curve used in the
Company's accounts for the Prior Year.
The curves used in the 30 June
2024 Directors' Valuation reflect the following key
updates:
1.
Short-term European gas prices have fallen amid strong gas storage
levels and an evolving gas supply chain following Russia's invasion
of Ukraine, with Norwegian supply and LNG imports from across the
globe providing substitutes for Russian gas, with a similar trend
reflected in the wholesale power price curve;
2. Higher
renewable generation capacity deployment levels in the medium term
(with ambitions for up to 60GW offshore wind and 30GW onshore wind
by 2030) as the UK strives to meet its net zero targets and fully
decarbonise its power system by 2030; and
3. Annual
demand for electric power in Great Britain, driven principally by
electrification of heat and transport, is expected to rise from
298TWh in 2024 to 423TWh by 2035.
Directors' Valuation movement
|
|
|
(£
million)
|
As % of
valuation
|
|
|
30
June 2023 Valuation
|
|
1,018.4
|
|
|
New investments
|
19.6
|
|
|
1.9%
|
|
Development uplift
|
42.8
|
|
|
4.2%
|
|
Date change and
degradation
|
-42.0
|
|
|
-4.1%
|
|
Cash receipts from
portfolio
|
-65.4
|
|
|
-6.4%
|
|
Power curve updates (incl. PPAs
& REGOS)
|
-7.4
|
|
|
-0.7%
|
|
Inflation assumption
|
8.5
|
|
|
0.8%
|
|
Balance of portfolio
return
|
-9.0
|
|
|
-0.9%
|
|
30
June 2024 Valuation
|
|
965.5
|
(5.2)%
|
|
There have been no material
changes to assumptions regarding the future performance of the
portfolio when compared to the Directors' Valuation of 30 June
2023. A cost optimisation on expiry of subsidies has been
introduced for business rates and insurance. This has been
introduced to reflect that these costs are directly related to the
level of income received by the assets, which will fall once the
subsidies expire.
The assumptions set out in this
section remain subject to continuous review by the Investment
Adviser and the Board.
Reconciliation of Directors' Valuation to Balance
sheet
|
Balance
(£ million)
|
Category
|
30 June
2024
|
30 June
2023
|
30 June
2022
|
Directors' Valuation
|
965.5
|
1,018.4
|
939.9
|
Portfolio Holding Company Working
Capital
|
(1.5)
|
(12.5)
|
(13.6)
|
Portfolio Holding Company
Debt
|
(184.0)
|
(153.0)
|
(70.0)
|
Financial Assets at Fair Value per Balance
sheet
|
780.0
|
852.9
|
856.3
|
Gross Asset Value
|
1,388.7
|
1,438.0
|
1,316.7
|
Gearing (% GAV*)
|
43%
|
41%
|
35%
|
*GAV is
the Financial Assets, as at 30 June 2024, at NAV of £781.6m plus
RCF of £184.0m and third party portfolio debt of £423.1m (giving
total debt of £607.1m).
Enterprise Valuation sensitivities
Valuation sensitivities are set
out in tabular form in Note 8 of the financial statements. The
following diagram reviews the sensitivity of the EV of the
portfolio to the key underlying assumptions within the discounted
cash flow valuation.
7. Financing
Debt Strategy
Since its IPO, the Company has
focused on a simple and defensive approach to debt. This means
having debt agreements that have, primarily, fixed interest rates
and are amortising. Debt is split into (1) long-term asset-level
debt, and (2) a revolving credit facility at fund-level for
short-term funding. Debt in the portfolio is generally not subject
to stringent lender requirements on PPAs, allowing the Company to
take advantage of more competitive PPA pricing.
The Company's weighted average
cost of long-term debt at 30 June 2024 is 3.53% (30 June 2023:
3.50%) and is largely locked-in via fixed interest rates. Whilst
the Company has some index-linked debt, it also has significant
levels of RPI linked revenues, leaving the Company a net
beneficiary of inflation.
The revolving credit facility,
detailed below, is the only floating-rate debt instrument in the
portfolio and represents 30% of the total debt balance. 71% of
asset-level debt has a fixed interest rate. 29% of principal for
long-term debt is inflation-linked.
Revolving Credit Facility
The Company's subsidiary BR1 has a
revolving credit facility with RBS International, Santander UK and
Lloyds Bank Plc, with a total committed amount of £210 million and
facility margin of 1.9% (the 'RCF'). The RCF also has an
uncommitted accordion feature allowing it to be increased by up to
a further £30 million.
The maturity of the facility is
May 2025. The Company is in discussions with the lenders to extend
the RCF by an additional two years. As at 30 June 2024, £184
million was drawn from the RCF (30 June 2023: £153 million). After
the year-end, following the completion of Phase Two of the
strategic partnership with GLIL, £50.5 million was repaid, reducing
the drawn balance to £133.5 million.
External Debt
Excluding the Company's RCF, total
outstanding loans from third-party lenders as at 30 June 2024 total
£423 million, with each loan secured against a portfolio of assets
and fully amortising within the life of the respective asset's
subsidies. The average interest cost, excluding the Company's RCF,
across the external debt facilities in the table below is
3.53%.
Debt
|
Principal Outstanding
(£m)
|
Maturity
|
% of Interest
Fixed(1)
|
All-in Interest
Rate
|
Syndicate - Fund RCF
|
184
|
May-25
|
0%
|
7.00%
|
Bayern LB - Project
Finance
|
6
|
Sep-29
|
100%
|
5.50%
|
Syndicate - Project
Finance
|
66
|
Dec-33
|
100%
|
3.50%
|
Aviva (fixed) - Project
Finance
|
82
|
Sep-34
|
100%
|
2.88%
|
Aviva (index-linked) - Project
Finance
|
65
|
Sep-34
|
100%
|
3.70%
|
Macquarie (fixed) - Project
Finance
|
7
|
Mar-35
|
100%
|
4.60%
|
Macquarie (indexed-linked) - Project
Finance
|
20
|
Mar-35
|
100%
|
4.70%
|
Gravis (index-linked) - Project
Finance
|
36
|
Jun-35
|
100%
|
6.48%
|
NatWest - Project Finance
|
121
|
Dec-39
|
85%
|
2.70%
|
Strategic Partnership
Portfolio
|
19.5
|
Jun-37
|
100%
|
3.40%
|
Total/Wtd Avg
|
607
|
|
67%
|
4.59%
|
Total/Wtd Avg excl. RCF
|
423
|
|
96%
|
3.53%
|
Note: Index-linked debt treated as fixed for the purposes of
this table as proportion fixed represents interest rate risk
only
GAV Leverage
The Group's total outstanding debt
as at 30 June 2024 was £607 million (30 June 2023: £584 million)
and its leverage stands at 43% of GAV (30 June 2023: 41%), within
the 35% - 45% preferred range the Directors have outlined as
desirable for the Company.
8. Market Developments
UK renewable generation capacity and
deployment
At 31 March 2024, Government data
shows that UK solar PV capacity stands at 16.7GW across 1.6 million
installations. Of this amount, around 7.3GW (46% of the total solar
capacity in the UK) and 5.1GW (32%) is accredited under the RO and
FiT schemes, respectively, 3.4GW (21%) is unaccredited and less
than 1% is under the CfD scheme. Onshore and offshore wind
installed capacity stands at around 15.5GW and 14.7GW,
respectively. The UK has 4.4GW of operational battery storage
capacity, according to data from energy association
RenewableUK.
The UK's total renewable
generation capacity is projected to continue to grow over the
coming years as the Government strives to meet its net zero targets
and meet power demand from the electrification of the domestic
heat, transport and industrial sectors. Deployment is expected to
be supported by several policy initiatives, including the CfD
scheme and various planning and grid reforms which are described in
more detail in the next section of this report.
The incoming Labour Government has
set ambitious targets to double onshore wind, triple solar
generation capacity and quadruple offshore wind by 2030. To support
this ambition, several first-of-a-kind initiatives such as a new
Mission Control for Clean Power 2030, headed by the former chief
executive of the Climate Change Committee (Chris Stark), an Onshore
Wind Industry Taskforce and a publicly owned energy company (Great
British Energy) have been set up, all of which should support
greater renewable energy roll out over the upcoming
years.
The chart below illustrates the
distribution of total installed capacity across different renewable
generation technologies at 31 March 2024 compared with a year
earlier.
Secondary market transactions, development and construction
activity
Transactional activity in the UK
renewables market has eased to some extent, with several
infrastructure funds completing capital recycling via asset
disposal programmes to demonstrate value and support deleveraging
efforts. Activity in the UK development market has continued to be
driven by factors such as ambitious decarbonisation targets,
increasing preferences by customers for clean energy, demand for
ESG investments and the inclusion of solar PV in upcoming CfD
auction rounds.
Development activity has been
noticeable in the battery storage area, with developers seeking to
provide solutions to help manage the grid as larger quantities of
intermittent renewables are added to the system. Solar development
activity has been somewhat slower, primarily due to grid
constraints.
Some construction activity has
been observed in the UK solar and battery storage area, although
this is against a backdrop of supply chain challenges and elevated
development costs. Converting the UK's significant development
pipeline into operational solar and storage projects
over the next five years will require developers
to adopt an innovative approach to overcome challenges surrounding
high construction costs, grid connection lead times and access to
new capital.
With 776MW of operational solar
capacity, the Company maintains a strong position within the UK
solar market, owning 5% of the UK's utility-scale solar PV
capacity.
9. Regulatory Environment
The regulatory environment remains
under the spotlight as the Government seeks to support renewable
energy deployment under particularly tough macroeconomic
conditions. Key themes are outlined below.
Update on Contracts for
Differences (CfD)
In September 2023, the Government
awarded support for 3.7GW of new build renewable generation
capacity through its CfD scheme - allocation round 5 (AR5). Solar
projects represented the majority share at 52% (1.9GW) and onshore
wind at 40% (1.5GW), while no offshore projects were successful.
This was the lowest overall renewable capacity procurement level
since 2017 and just over a third of the total 10.8GW that was
procured in the AR4. The overall budget for AR5 (across successful
pot technologies) was £227 million per year, down from £295 million
per year in AR4.
In September 2024, the AR6 results
were published. A total of 9.6GW of renewable energy projects were
successful, of which 3.3GW solar projects won contracts (or 34% of
total awarded capacity), onshore wind at 990MW (10%), offshore wind
at 4.9GW (51%) and floating offshore at 400MW (4%). The
Government revised the overall AR6 budget to £1.6 billion, up by
£0.5 billion from the previous level amid calls from industry to
help meet renewable targets. Most of the budget uplift went to
offshore wind, while established technologies including solar and
onshore wind rose by £65 million to £185 million. The AR6
administrative strike prices across all technologies rose from the
previous round, with solar and wind up by 30% and 21% respectively,
at £61/MWh and £64/MWh, respectively.
The Government's consultation on
the proposed amendments to AR7 and future rounds closed in March
2024. Several changes were put forward, such as the inclusion of
onshore wind full repowering as a new eligible technology, the
introduction of hybrid metering to better accommodate co-located
projects and changes to the inflation indexation methodology for
allocation rounds further ahead. The market awaits a formal
Government response to this consultation.
Electricity Generator
Levy
The Electricity Generator Levy - a
'temporary' 45% tax on income from electricity sold above the
benchmark price - is set to be in place until 31 March 2028. It
applies to extraordinary returns made by renewable (solar, wind,
biomass), nuclear and energy from waste generators that are
connected to the UK national transmission or local distribution
networks. Revenues from CfDs are excluded from this
levy.
Review of Electricity Market Arrangements
The Government's second
consultation on the UK's Review of Electricity Market Arrangements
("REMA") closed in May 2024. REMA aims to identify necessary
reforms needed to transition to a cost effective, lower carbon and
secure electricity system. The most significant reform options at
the time included the possibility of zonal locational pricing and
potential changes to the Contract-for-Difference scheme. The market
awaits a formal response to the REMA second
consultation.
Bluefield Partners LLP
27 September 2024
Environmental, Social and Governance Report
1. Introduction
An introduction from the Chair
I am pleased to present the
Company's ESG progress within this report. The Company remains
dedicated to contributing to a cleaner and more resilient energy
system, and its ability to adapt - evidenced through its strategic
partnerships, accretive use of capital, and evolving ESG approach -
will support the Company in delivering long-term value to its
Shareholders.
Despite a challenging year for
listed renewable funds, we continue to deliver renewable energy at
scale, helping to tackle the global emergencies of climate change
and biodiversity loss. The recent change in Government brings a
fresh perspective on energy policy, with a commitment to deliver
zero-carbon electricity by 2030. To achieve this, the UK needs
rapid, large-scale deployment of renewable technology and the
infrastructure to support these installations. This will not only
accelerate the transition to net zero, but also deliver energy
security and affordable energy pricing.
As such, I am proud of the
achievements made by the Company during the Year, particularly the
construction of two major new solar assets which have been
energised in recent weeks. On an annual basis, these assets are
expected to generate enough renewable energy to power approximately
33,000 UK homes and avoid the equivalent of 18,800 tonnes of CO2e
annually.
As the sector grows,
responsibility must be taken for both the positive and negative
impacts of renewable energy operations, with industry players
working together to drive responsible business practice across
global supply chains. The Company recognises, and works to manage
and minimise, the potential adverse impacts of its business
operations, considering them within its responsible investment
approach. At the same time, ESG opportunities, such as those
relating to nature enhancement, present an exciting avenue through
which the Company can create additional value.
John Scott,
Chair
An introduction from the Investment Adviser
This report marks a continuation
of the Company's commitment to transparency and accountability by
consistently reporting its ESG performance, maintaining
year-on-year alignment with the Task Force on Climate-related
Financial Disclosures ("TCFD") recommendations, and sustaining its
reporting practices under the EU's Sustainable Finance Disclosure
Regulation ("SFDR"). As the Investment Adviser, we continue to work
on the Company's behalf to increase the availability and quality of
ESG data relating to the Company's assets, to better inform our
strategic decision-making.
The Company continues to respond
to a dynamic ESG regulatory and reporting landscape, and work has
been undertaken to review the Company's alignment with new
disclosure rules. As part of its horizon scanning, the Investment
Adviser proactively monitors for emerging ESG trends and assesses
the interdependencies of ESG topics material to the Company, such
as the linkage between decarbonisation and biodiversity, or the
social impact of a growing renewable sector. This insight is used
to inform the Company's management of ESG risks and
opportunities.
The Investment Adviser's business
model, with in-house expertise across development, investment,
construction and operational activities, facilitates the
integration of ESG across the asset lifecycle . The Investment
Adviser's commitment to strengthening its ESG capabilities is
reflected in the expansion of its ESG team, who work to build
resilience into the Company's investments. We look forward to
continuing to deliver the Company's ESG aspirations, and help
protect Shareholder value, by further refining our ESG commitments,
KPIs, and strategic approach in the coming years.
James Armstrong,
Managing Partner of Bluefield
Partners LLP
2. ESG Highlights
During the Year, the
Company:
•
Executed a second physical scenario analysis, which examined the
potential impacts of changing wind speeds on the Company's wind
portfolio.
•
Developed near-term net zero targets, covering the Company's scope
1, 2 and 3 emissions.
•
The Company's West Raynham Solar Farm was the first site in the UK
to be awarded gold certification from Wild Power®, an independent
certifier, for its biodiversity enhancement efforts.
•
Developed a nature framework, aligned with the recommendations of
the Task Force on Nature-related Financial Disclosures
("TNFD").
•
Delivered 13 classroom workshops and 16 solar site visits to
schools in the vicinity of the Company's assets .
3. Purpose of this Report
This ESG report summarises the
Company's approach to responsible investment during the Year,
including a summary of ESG risks and opportunities material to the
Company, and how these are being managed to help build resilience
and create additional value within the Company's investments. In
particular, the report demonstrates to Shareholders, and other
stakeholders, the continued commitment of the Company to review,
assess, and enhance its ESG performance. The content within this
report is supported by additional information published within the
Company's regulatory disclosures, available on its
website.
Please note, the figures presented
within this report relate to the Company's wholly owned
investments. Relating to the Company's new strategic partnership,
the Company is in the process of onboarding these assets onto its
ESG reporting regime, whilst at the same time reviewing existing
KPIs to ensure they remain relevant for strategic partnerships as
opposed to sole ownership. As a result, the Company has reported
the ESG performance associated with its 9% equity share
against a subset of its ESG KPIs, presented in the ESG Appendix.
Please refer to the case-study presented on page 38 for information
on how the Company applied its responsible investment approach to
these investments.
Whilst the Company has
significantly enhanced its ESG reporting in recent years, the
reporting landscape continues to evolve. The International
Sustainability Standards Board published its sustainability
disclosure standards (IFRS S1 and S2) in June 2023. The Company has
undertaken an assessment of its ESG and climate-related disclosures
against these standards and will review its reporting approach in
light of these requirements over the coming months.
4. ESG Strategy
ESG Context
As a renewable energy business,
the Company is supporting the UK's transition to a net zero economy
through the provision of renewable energy. With renewables powering
a significant portion of the UK grid mix in the past year , the
Company is well-positioned to further support the UK in achieving
its legally binding target to bring all Greenhouse Gas emissions
("GHG") to net zero by 2050 .
The Company recognises its broader
ESG impacts and responsibilities, and its ESG strategy has
identified a range of priority topics across various ESG areas,
which underpin its responsible investment approach. These
priorities have been integrated into a comprehensive framework
designed to help deliver value for stakeholders and support
long-term returns for Shareholders.
Regulation & Framework Alignment
EU Sustainable Finance Disclosure Regulation ("SFDR") &
EU Taxonomy
The Company is classified as an
Article 8 product under the SFDR and published its second PAI
statement in June 2024. Please refer to Periodic Annex IV and the
Company's website for further information regarding its ongoing
compliance with the SFDR and EU Taxonomy.
UK Sustainability Disclosure Requirements & UK Green
Taxonomy
As a non-UK AIF, the Company is
not currently in scope of the UK Sustainability Disclosure
Requirements ("SDR"). However, the applicability of the framework
to overseas funds is currently pending. The Company is monitoring
the guidance and will be prepared to review its alignment, subject
to any new legislation.
As a UK authorised firm, the
Investment Adviser is within scope of the SDR's anti-greenwashing
rule and has implemented processes to support the Investment
Adviser's compliance.
Task Force on Climate-related Financial Disclosures ("TCFD")
& Task Force on Nature-related Financial Disclosures
("TNFD")
The Company has voluntarily
adopted the recommendations of the TCFD and its third TCFD report
is presented on page 52. The Company has developed a nature
framework aligned with the recommendations of the TNFD.
Sustainable Development Goals
The United Nations Sustainable
Development Goals ("SDGs") have been mapped against the Company's
ESG pillars, following the alignment protocol. In total, eight
goals have been identified where the Company believes it can make a
positive contribution. The Company's largest contributions will be
in relation to Goal 7, 'Affordable and Clean Energy' and Goal 13,
'Climate Action'. The Company's portfolio generated 810,602 MWh of
renewable energy during the Year, supporting domestic energy
security and decarbonisation of the UK energy market. The Company
reports and endeavours to minimise the negative impacts of its
operations, as described throughout its ESG and regulatory
disclosures. Further information on the Company's alignment with
the SDGs can be found on the Company's website
(www.bluefieldsif.com).
Commitments & KPIs
Key commitments for the Year are
presented in Table 1. A
full breakdown of the Company's commitments and KPIs, and
performance against these, is presented in the ESG Appendix.
Commitments and KPIs are reviewed annually to align with the
Company's evolving ESG strategy, with any changes approved and
monitored by the Board.
Pillar
|
Key Commitments
|
Climate Change
Mitigation
|
• Report renewable energy
generation annually;
• Invest in industry
collaborations to support the energy transition;
• Continue to build climate
resilience and inform business strategy through climate risk
assessments and scenario analysis; and
• Develop a net zero
pathway.
|
Pioneering Positive Local
Impact
|
• Evaluate biodiversity net gain
across the operational portfolio and achieve at least 20%
biodiversity net gain on new solar developments; • Conduct independent
biodiversity assessments across at least 10% of sites annually
(relating to assets over 1MW in capacity); • Continue to promote positive
action within the communities the Company operates within through
community benefit funds and educational sessions; and
• Develop a nature framework,
building upon existing biodiversity commitments and encompassing
the recommendations of the TNFD.
|
Generating Energy
Responsibly
|
• Ensure 100% of the Company's
assets are covered by a Human Rights Policy, which covers United
Nations Global Compact principles and OECD guidelines;
• Require adoption of the
Company's Supplier Code of Conduct by priority Tier 1 and, where
possible, Tier 2 suppliers; and
• Continue to develop due
diligence mechanisms to identify, prevent and mitigate human rights
impacts across the Company's operations and, where possible, its
supply chain.
|
Table 1 - Key ESG commitments for the
Company
The Investment Adviser engages the
Company's key service providers to enable the monitoring of
asset-level sustainability aspects. However, some aspects of data
collection remain challenging. As a result, data gaps still exist,
and estimates continue to be used in certain circumstances. Work
will continue to improve the accuracy and quality of ESG data over
time. The Investment Adviser is currently embedding an ESG system
on behalf of the Company, which will enable enhanced data insights
and analytical capabilities.
ESG Oversight
The Board has ultimate
responsibility and oversight of ESG risks and opportunities, and
ESG is considered by the Directors as part of Board meetings,
investment decisions and risk management. The Board has an ESG
Committee, chaired by Meriel Lenfestey, which meets at least twice
a year.
Operationally, ESG is managed by
the Investment Adviser, with regular updates provided to the Board
through investment committee papers, ESG committee meetings, Board
meetings and ad hoc calls or written updates. The Investment
Adviser is responsible for embedding and monitoring ESG initiatives
across the portfolio, working to integrate ESG into all stages of
the asset lifecycle. The Investment Adviser's Head of ESG provides
updates to the Board of the Investment Adviser through quarterly
Board reports, and regularly reports ESG progress to the Investment
Director and Managing Partner.
Responsible Investment
The Company recognises the
importance of sustainability in all aspects of investment. The
Company is well positioned to consider ESG within its investments,
given the long-term nature of its business model.
ESG is embedded within the
Company's investment process, and a standalone ESG due diligence questionnaire ensures detailed checks are
made in relation to ESG risks and opportunities, as identified by
SASB standards. Diligence is also undertaken in relation to
requirements of the SFDR, including PAI indicators and climate risk
screening, and the EU Taxonomy's Do No Significant Harm (DNSH)
criteria. Further information can be found in the Company's
Sustainable Investment Policy, available on its website.
The Company's Investment Adviser has been a signatory of the
UN Principles for Responsible Investment since
2019.
Case Study: Co-investment
On 22 December 2023, the Company
announced a long-term strategic partnership with GLIL
Infrastructure, through which both parties committed to acquiring a
portfolio of 58 UK solar assets. This acquisition was completed on
25 January 2024, and the Company acquired a 9% equity share in the
portfolio. Although a minority stakeholder, a priority for the
Company was to apply its responsible investment approach to these
investments. The Company:
●
Performed comprehensive ESG due diligence on the 246.6MW portfolio
of assets, including checks regarding SFDR and EU Taxonomy
requirements;
● Included
ESG schedules and obligations with respect to the Company's ESG
policies in agreements with asset management and Operation &
Maintenance (O&M) providers; and
● Created
a post-investment ESG plan, to guide follow-up action from Asset
Management and O&M service providers.
The Company continues to work to
onboard the assets into its ESG reporting regime.
5. Climate Change Mitigation
Key Commitments
•
Report renewable energy generation annually;
•
Invest in industry collaborations to support the energy
transition;
•
Continue to build climate resilience and inform business strategy
through climate risk assessments and scenario analysis;
and
•
Develop a
net zero pathway.
Advocating Renewable Energy
As a UK-focused renewable energy
business, the Company contributes towards climate change mitigation
and remains committed to supporting the UK's decarbonisation
agenda. Achievements during the Year include:
· Generated 810,602 MWh of renewable energy;
· Powered the equivalent of 300,000 UK homes with renewable
electricity for a year;
· Avoided 167,800 tonnes of CO2e emissions; and
· Had
93MW of solar infrastructure under construction at Year end, which
on completion is estimated to generate an additional 91,000 MWh of
renewable energy annually.
In recognition of its positive
environmental contribution, the Company has been awarded the
following accreditations: TISE Sustainable/Guernsey Green Fund/LSE
Green Economy Mark
Political Engagement
During the Year, the Investment
Adviser emphasised the cost and speed at which solar can be
deployed and developed through responses to policy consultations,
direct engagement with policymakers (including through briefings
and letters), and appearances at Government-related committees and
inquiries. Please refer to page 77 for a summary of engagement
during the Year.
With the change of UK Government
in July 2024, and the formation of the Department of Energy
Security and Net Zero, the Company and its Investment Adviser look
forward to re-engaging with the Government to continue these
efforts through meetings, attendance at relevant events, and
participating in appropriate formal Select Committee inquiries and
consultations.
Industry Engagement
The Investment Adviser partners
with trade industry bodies to engage UK policymakers across the
political spectrum in advocating for renewable energy. Engaging
with industry groups also enables the Investment Adviser to inform
and contribute to best practice, stay abreast of market
developments, and support the UK's energy transition. Bluefield
employees are active participants in trade body working groups. For
example, the Head of ESG for the Investment Adviser contributes to
the Solar Energy UK Natural Capital Steering Group, and
representatives of Bluefield Operations are part of the Solar
Energy UK Skills Steering Group.
As the renewable sector grows,
industry collaboration will be essential in addressing emerging
social and environmental risks, such as those relating to supply
chain or asset end-of-life. The Company has committed to investing
in industry collaborations supporting the energy transition; please
refer to page 72 for further information.
Carbon Emissions
GHG inventory
The Company reviews and reports
its GHG emissions every six months. Please refer to page 59 of the
Company's TCFD report for the GHG inventory relating to the
Year.
Carbon targets and the net zero pathway
The Company has developed
near-term targets on its journey to align to net zero by no later
than 2050. The targets follow the core principles of the Science
Based Target Initiative ("SBTi") near-term criteria for Financial
Institutions (FI), but are not SBTi validated. The Investment
Adviser views that the current guidance is not well suited to the
investments made by the Company, particularly regarding the
criteria relating to scope 3 emissions, where the majority of the
Company's emissions lie.
Therefore, the Company has adopted
holistic near-term targets for financed emissions, including a 50%
absolute reduction in project scope 1 and scope 2
emissions by 2030 (from a 2023 calendar base year), and
to engage 75% of project suppliers, by emissions, to set their own
scope 1 and scope 2 targets by 2029. These targets currently apply
to the Company's wholly owned investments; the application of the
targets to the Company's strategic partnership is under review. The
Company will review its position on SBTi validation over coming
years if revisions are made to the relevant standards, or if more
applicable standards are released.
Monitoring carbon emissions is a
vital step on the pathway to net zero, but there are challenges,
particularly regarding the collaborative action needed to drive
down scope 3 emissions. The Company is aware that its ability to
decarbonise will rely on wide-scale change across the industry and
economy, requiring significant Governmental support. Nevertheless,
the Company has developed this initial set of net zero targets to
guide action across its investments over coming years, and is
committed to reviewing and adjusting these targets over time so
that they remain appropriate to the nature of the Company's
investments. Whilst the net zero pathway has been modelled, the
focus over coming months will be to formalise target-specific
roadmaps to support the Company in delivering the required
emissions reductions.
Managing climate-related risks &
opportunities
The Company is committed to
building climate resilience within its portfolio. During the Year,
the Company undertook a second physical scenario analysis, focused
upon the potential impact of changing wind speeds, and developed a
climate adaptation plan. Please refer to the Company's TCFD report
for further information.
6. Pioneering Positive Local Impact
Key Commitments
1.
Evaluate biodiversity net gain across the operational portfolio and
achieve at least 20% biodiversity net gain on new solar
developments;
2.
Conduct independent biodiversity assessments across at least 10% of
sites annually (relating to assets over 1MW in
capacity);
3.
Continue to promote positive action within the communities the
Company operates within through community benefit funds and
educational sessions; and
4.
Develop a nature framework, building upon existing biodiversity
commitments and encompassing the recommendations of the
TNFD.
Land use and land management
Nature is an area of focus and
commitment for the Company. The UK has been assessed as one of the
most nature-depleted countries in the world , and the Company
recognises the significant risk that nature loss may present to
businesses and the economy. Nature's intrinsic relationship with
climate requires a unified response, and through its land under
management, the Company seeks to enhance nature across its
portfolio and promote environmental stewardship as part of asset
lifecycle management.
The construction and operation of
renewable infrastructure assets can impact the local environment,
for example through land use change or disturbance to habitats and
species. The Company endeavours to minimise its negative impacts
where possible, and the collection of asset-level environmental
data supports the Company in monitoring adverse environmental
impacts over time.
Solar farms can support
agricultural activities while providing an alternative revenue
source for farmers. During the Year, conservation grazing was
introduced to one of the Company's solar assets, to better manage
the land for wildlife. Sheep are typically removed from fields
during the wildflower window between April and early August,
allowing plants to set seed and bloom. Additionally, at Stow Longa
solar farm in Cambridgeshire, information gained from ecological
assessments has been used to amend land management activities to
better support farmland bird species. Further information can be
found on the Company's website
(www.bluefieldsif.com).
Quantifying Biodiversity
The Company has continued to
measure the biodiversity across its portfolio to establish a
baseline from which opportunities to enhance nature, through the
addition of site-specific measures, can be identified. During the
reporting year, the Company conducted an additional 15 biodiversity
net gain assessments across operational assets, bringing the
total to 45 since the introduction of this approach in
2023.
The Company also conducted
ecological assessments across 10 operational solar assets.
Following industry best-practice, assessments on botany,
invertebrates, breeding birds and soil were undertaken. For the
first time, environmental DNA (eDNA) was analysed, which focused
upon invertebrate and fungi identification. The results of the
biodiversity net gain assessments and ecological surveys will be
used to identify nature enhancement activities for the coming
year.
The Company shares ecological data with the UK trade body
Solar Energy UK, for inclusion within industry-wide datasets and
annual solar habitat reports. This contribution supports the
understanding of ecological trends and the development of industry
best practice.
Case study - Wild Power® Gold certification
In May 2024, West Raynham Solar
Farm was awarded gold certification from Wild Power®, an
independent certifier providing tools and processes to help
developers and operators measure, manage, monitor and report on
their biodiversity efforts .
Biodiversity and land management
specialists from Bluefield Operations and Wychwood Biodiversity
conducted an ecological survey which identified appropriate
management improvements for the site. The existing measures and new
additional features contributed to the site achieving its Wild
Power® gold certification. The site already hosted approximately 40
acres of wildflower meadow with conservation grazing, and five
acres of young tree plantings. Enhancement work included increasing
ecological data monitoring and availability, conducting an
ecosystem services assessment, and installing additional
microhabitats for protected species including birds, reptiles, and
a maternity bat roost box.
Joe Arafa, Director of Wild Power®
said: "We are delighted to have issued the UK's first Wild Power®
certification to Bluefield's West Raynham Solar Farm. We commend
Bluefield for their work to enhance the biodiversity measures at
the site and congratulate them for achieving Wild Power's gold
standard at West Raynham."
Nature Framework
The Company has developed a nature
framework during the Year, building upon and bringing together
previous nature activity. Its aim is to provide an overarching
strategy through which the Company can identify and manage
its nature-related risks and opportunities; communicate activities
associated with nature in a consistent and clear manner; and align
with emerging regulatory and framework requirements. It will also
guide actions to integrate nature more fully across the asset
lifecycle, from development through to end-of-life.
To inform the framework, workshops
were held with representatives from the Investment Adviser and
other service providers, including from O&M, asset management,
investment, commercial, construction and development teams, to
explore nature-related impacts, dependencies, risks and
opportunities which exist across the asset lifecycle. This
information was combined with that obtained from a landscape
review, which evaluated broader nature impacts and dependencies
associated with the solar & wind energy sectors, market
analysis, and consideration of the localities of the Company's
assets.
Key focus areas within the
framework include:
•
Land management
•
Nature protection & improvement
•
Engagement & education
•
Materials sourcing & supply chain
Focus over coming months will be
to finalise KPIs which can be used by the Company to monitor and
communicate its nature activities.
Community Impact and Initiatives
An increasing number of
communities may be impacted by renewable energy projects as the
industry grows. As the owner of infrastructure assets, the Company
recognises the importance of maintaining a social licence to
operate and seeks to build and maintain positive relationships with
the communities close to its investments. Local stakeholders,
including landowners, residents, and parish council members, are
engaged as appropriate across the asset lifecycle, including during
project development, construction and operation.
The Company has continued its
partnership with Earth Energy Education to deliver an educational
programme to schools close to the Company's assets, equipping
students with knowledge about climate change and the role renewable
energy can play in powering a more sustainable future. Between Sept
23 - July 24, the Company delivered 13 classroom workshops and
facilitated 16 site visits with support from site engineers and
other Bluefield employees.
The Company has also paid over
£296,000 to community benefit schemes , funding local community
projects. For example, in connection with Bradenstoke Solar Farm, a
£10,000 grant was used towards the construction of a new, larger
village hall, serving the communities of East Tytherton, Tytherton
Lucas and neighbouring villages and hamlets within the Bremhill
civil parish.
Case study: Community engagement during the construction of
Yelvertoft Solar Farm
Since 2022, the Company has
proactively engaged with the community surrounding its new 48.4 MWp
Yelvertoft Solar Farm in Northamptonshire, aiming to keep residents
informed about progress on construction and invite feedback. The
Company's development partner, Bluefield Renewable Developments,
and EPC contractor for the site, Equans, have facilitated this
process. The Company has shared updates on its measures to protect
biodiversity at the site (in line with planning requirements) and
the drainage management systems installed to help prevent flooding,
which had previously caused issues in the area. Positive feedback
on the impact of the flood mitigation measures has already been
received.
A community benefit fund has also
been established, with the Company providing an annual contribution
to the Yelvertoft parish council to support initiatives benefiting
local residents. In addition, the Company has facilitated site
visits and solar energy lessons for children at local primary
schools, providing students with an insight into the construction
process and how the constituent elements of a solar farm work
together to produce renewable energy.
Delivery Partnerships
Engagement with key service
providers is the primary method for implementing sustainable
business practices by the Company. During the 2022/2023 Year,
several policies were adopted by the Company, including a
Sustainable Procurement Policy, Human Rights Policy, Waste
Management Policy and Supplier Code of Conduct.
Focus during the Year was on the
implementation of these policies across the Company's operations.
For example, an external consultant was engaged to support the
Company in reviewing human rights due diligence processes across
the asset lifecycle. There was continued roll-out of the Company's
Supplier Code of Conduct, with a spend-based approach taken to
identify priority suppliers to engage with. A webinar was held in
June 2024 to offer suppliers the opportunity to learn more about
the Code and how it applies. Bluefield also adopted its own
Supplier Code of Conduct, relating to its UK operations , enabling
the cascade of the Company's ESG expectations onto a subset of its
tier 2 (i.e., not directly engaged by the Company) suppliers. Work
will continue over the coming year to further integrate the
policies across the Company's operations and key service
providers.
Case Study: Engaging with Engineering, Procurement, and
Construction (EPC) Contractors
The Company recently engaged a new
EPC contractor to deliver construction works for an upcoming
project. The Investment Adviser engaged and supported the EPC to
calculate their carbon footprint for the first time. Such actions
demonstrate the Company's efforts to positively influence
contractors and suppliers in the sector and support them in their
responsible business approach.
Health & Safety
The Investment Adviser continues
to ensure health and safety (H&S) awareness, policies,
processes and procedures remain at the forefront of activity around
the Company's portfolio. Asset H&S policies are reviewed at
least annually by a third-party H&S advisor. All main O&M
contractors are audited annually by a qualified third-party
specialist consultant, with any key findings followed up on by the
Asset Manager.
EPC contractors, O&M
Contractors, and Asset Managers provide updates on their H&S
performance on a regular basis. For the Year, the Company
recorded:
●
Lost time incident rate (calculated per 100,000 employees):
1.16
●
Number of reportable accidents (RIDDOR) : 3
●
Number of near misses: 169
The majority of near misses were
reported by Bluefield Operations, where identifying, investigating,
and reporting near miss incidents is culturally ingrained within
the organisation (helping reduce the probability of H&S
incidents occurring). Therefore, the relatively high number of near
misses is reflective of a proactive risk management
culture.
7. Generating Energy Responsibly
Key Commitments
•
Ensure 100% of the Company's assets are covered by a Human Rights
Policy, which covers United Nations Global Compact principles and
OECD guidelines;
•
Require adoption of the Company's Supplier Code of Conduct by
priority Tier 1 and, where possible, Tier 2 suppliers;
and
•
Continue to develop due diligence mechanisms to identify, prevent
and mitigate human rights impacts across the Company's operations
and, where possible, its supply chain.
Human and Labour Rights
Human and labour rights remain
high priorities for the Company. While the Company recognises that
its supply chains are complex and full transparency has not yet
been achieved, it will continue to monitor its processes in
relation to human and labour rights, committing to make
improvements as the approach to conducting due diligence evolves.
The Company also recognises that human rights due diligence is an
ongoing process, where stakeholder engagement is important at each
step. Please refer to the Company's website (www.bluefieldsif.com)
for further information on its approach to this
area.
In June 2023, the Company adopted
a Human Rights Policy aligned to international standards and
guidelines, notably the United Nations Guiding Principles on
Business and Human Rights. Following adoption of this policy, focus
has turned to its implementation, with the Company firstly
reviewing its human rights due diligence processes. Key stages of
the project included:
· Identification of key stakeholder groups where human rights
due diligence should be focused;
· High-level assessment of human rights risk for each of these
stakeholder groups, informed by a risk workshop attended by
Bluefield stakeholders (who are involved at different stages of the
asset lifecycle). The result was the identification of high
priority risks and the potential impact of each on
rightsholders;
· An
environmental & social risk analysis on the Company's top 20
suppliers, following a spend based approach;
· Review of the Company's current human rights KPIs;
and
· Review of the Company's human rights communication
processes.
This analysis led to
recommendations tailored to the asset lifecycle and identified
actions to be taken, where needed, at each lifecycle stage (e.g.
development, construction and ongoing operation). The Company also
mapped mitigations currently taken against identified risks and
steps required to further advance its due diligence approach. The
Company will continue to monitor and update its human rights due
diligence processes, where appropriate, across the
portfolio.
Examples of the Company's human
rights due diligence and management mechanisms:
· Human rights considerations embedded within pre-investment
due diligence;
· Comprehensive ESG due diligence undertaken on key third
parties such as EPCs, or O&M service providers as part of
transactions;
· Obligation for new key suppliers to adhere to the Company's
Supplier Code of Conduct;
· Human rights considerations built into procurement oversight
processes for key infrastructure, specifically solar PV and battery
energy storage systems;
· Adoption of policies aligned to human rights
frameworks;
· Social audits requested for solar PV manufacturing facilities
as part of EPC engagements; and
· External ESG risk analysis undertaken on key solar and
battery manufacturers.
The Company's Modern Slavery Statement is available on its
website (www.bluefieldsif.com).
Responsible and Sustainable Procurement
Since the turn of the century, the
renewables industry has scaled rapidly and achieved significant
growth. However, due in part to the long lifespan of renewable
energy infrastructure, which can reach 40 years, there has
historically been a limited focus on end-of-life processes. As the
first generation of solar and wind farms approach the end of their
economic lifetimes, responsible decommissioning of sites and
equipment is becoming a key sustainability topic. Increased
scrutiny on ESG credentials has brought this issue to the attention
of the industry, investors, and the media, highlighting the
potential environmental impact and the opportunity to improve
circularity by reusing materials and reducing waste. Addressing
this challenge could unlock emissions reduction opportunities and
value in constituent materials.
During the Year, the Company
partnered with Lancaster University to launch a research programme
focused on end-of-life decision-making for renewable assets. The
first stage of the programme, due for completion in September 2024,
was a project focused upon the development of a 'materials
passport' for a new build solar farm. The aim of the project was to
map the constituent equipment and components needed to build a
solar farm, enabling insight into opportunities to enhance the
recyclability, recycled content, and recovery of
materials.
Materials passports are a concept
gaining traction across the construction industry , and the
Company is pleased to have applied this principle to a UK solar
project . This material mapping exercise may also unlock
opportunities or points of leverage from an emissions reduction,
climate adaptation, and natureperspective. This project will enable
the Company to better consider circular economy principles in
future construction projects.
Good Governance and Business Ethics
Corporate Governance
Please refer to page 91 for the
Company's Corporate Governance Report.
As an FCA-regulated entity, the
Investment Adviser maintains high standards of professional
conduct. Key policies, including in relation to anti-bribery,
anti-corruption and anti-money laundering, conflicts of interest,
and compliance are in place, and third-party compliance advisers
are used to ensure regulatory obligations are met through quarterly
reviews and the undertaking of an annual audit of business
activities. As part of an employee's induction process, employees
are guided through the Investment Adviser's position on
anti-bribery and corruption. To ensure ongoing awareness, all
employees are required to complete computer-based training on this
topic. In addition, in support of the Investment Adviser's approach
towards appropriate conduct and ethics, employees are required to
sit computer-based training on Bullying and Harassment, and
Whistleblowing.
Diversity
Diversity is an important
consideration for the effective functioning of the Company's Board.
Please refer to page 92 of the Corporate Governance Report for
further information on the Board's commitment in this
area.
Board Training
The Board undertook training
sessions to build awareness of climate-related issues. One session
focused upon net zero targets and pathways, including the different
accreditation frameworks available and the Company's proposed
targets up to 2030. The other session, in July 2024, explored the
climate risk work undertaken by the Company to date, with special
consideration of topics such as extreme heat, changing wind
patterns, and the Company's climate adaptation plan.
Cybersecurity
Cyber security risk is managed
under the Company's overarching risk management framework, and the
Company looks to continually evolve its approach to cyber security,
including through periodic reviews and engagement with key service
providers. The Investment Adviser has continued to arrange
penetration testing of 74% of the portfolio (excluding small scale
sites) by a specialist external consultant, as part of a cyber
security review. Further tests are planned for the coming financial
year.
8. Looking Forward
As the Company looks to 2025, its
commitment to sustainability and responsible investment remains
resolute. Recognising the dynamic nature of ESG factors and the
evolving regulatory landscape, the Company is poised to enhance its
approach to align with best practices and emerging standards. With
a clear vision and adaptive strategy, the Company is confident in
its ability to deliver sustainable value for its shareholders in an
increasingly changing world.
Task Force for Climate-raleted Financial Disclosures
(TCFD)
1.
Introduction
The Company's core objective, to
provide attractive returns to Shareholders through investment in
renewable energy infrastructure assets, sets it in an advantageous
position to capitalise upon opportunities that arise from the
transition to a low carbon economy. However, climate change is
dynamic and uncertain, and societal response will be shaped by
climate events of varying severity and impact, depending on the
trajectory that global emissions take. The Company is committed to
having a climate resilient strategy in place, supported by scenario
analysis and risk management processes, to strengthen its ability
to deliver shareholder value in a changing world. The following
report explains how the Company is working to comply with all
eleven recommendations of the TCFD.
Please note the impact of the
Company's new strategic partnership (namely the emissions
associated with the Company's 9% equity share) has been considered
within the GHG inventory table on page 60.
2.
Governance
Board oversight
The Board has ultimate
responsibility for and oversight of climate-related risks and
opportunities; please refer to page 37 for how the Board oversees
progress against ESG (including climate) commitments, KPIs and
targets. Any sustainability or climate-specific targets in
development (e.g. a net zero target) are presented to the Board by
the Investment Adviser so they can review, challenge and, if
satisfied, approve.
The Board remains well-informed of
developing physical and transitional risks and opportunities
associated with climate change, and how these might materialise in
the Company's short-, medium- and long-term future, through close
engagement with the Investment Adviser. In July 2024, the Board was
trained on the use of scenario analysis as a tool to inform risk
management and strategic decision-making and presented with the
combined results of physical scenario analyses undertaken over the
last 18 months.
Every investment decision
considered by the Board is associated with renewable energy
infrastructure. Therefore, the Board is conversant in assessing
climate-related opportunities. Increased consideration of
climate-related risks, particularly physical risks, has therefore
been the main area of focus for the Company since adopting the TCFD
recommendations.
The consideration of trade-offs is
inherent to the Board's decision-making process. For example, the
Board recognises that CO2e emissions are incurred during the
construction of new assets, both from the embodied carbon and
installation process. However, the Company quantified these
emissions, through a lifecycle carbon assessment for a new build
50MW solar asset based in the UK. The results indicated an
estimated payback period of between one to three years, thereby
demonstrating a net positive effect on the lifetime avoided
emissions of the asset once operational. Such analyses inform the
Board's decision to build out a development pipeline in order to
support the decarbonisation of the energy sector
long-term.
Management
The Investment Adviser is
responsible for day-to-day management of ESG, including climate
matters, and progress is communicated to the Board as described on
page 37. ESG is an agenda item for both the Board and the
Investment Adviser, where it is discussed as part of wider
strategic priorities and risk management.
Roles and responsibilities are
defined within the Company's ESG structure on page 38. The
Investment Adviser oversees the implementation of the Company's ESG
Strategy, which includes a climate change mitigation pillar, under
which specific climate-related commitments and KPIs have been
developed. In line with this strategy, the Investment Adviser
works with the Company's key service providers to continue to
integrate climate considerations across the asset lifecycle,
including pre-investment due diligence, asset management and
reporting. Asset data collected from service providers is
collated by the Investment Adviser and used to inform the ongoing
assessment of climate-related risks and opportunities.
Remuneration of the Investment
Adviser is not directly linked to sustainability metrics and
targets (e.g. GHG emissions). However, the nature of the Company's
asset class targets climate change mitigation, and the successful
pursuit of that objective is reflected in remuneration. This
creates alignment between Shareholder interest, climate change
mitigation and the Investment Adviser's commercial
interest.
3. Strategy
The Company's strategy is aligned
to climate change mitigation, which seeks to tackle one of the
primary root causes of climate-related risk and take advantage of
any feasible opportunities. To inform its strategy, the Company has
continued to employ scenario analysis as a tool to better
characterise its most material climate-related risks, and
opportunities, understanding how those risks and opportunities
could materialise over short-, medium- and long-term time horizons
(2030, 2040 and 2050, respectively). Key insights from these
analyses are described in the following section, which is concluded
with an overall assessment of the Company's resilience to climate
change in each emissions scenario.
Approach to Scenario Analyses
Three scenario analyses have been
undertaken to date: the first assessed risks associated with the
transition to a low carbon economy, the second focused upon the
impact of extreme heat for solar PV and battery storage assets, and
the third analysed the impact of projected changes in wind speed on
wind assets. These were identified as potentially financially
material physical risks to the Company during climate screening
workshops. These workshops were held with representatives from the
Bluefield service provider companies and steered by consideration
of forward-looking climate projections. Flood risk was also
considered to be potentially financially material, but this is
subject to extensive assessment and mitigation as part of the
standard regulatory planning and development process.
Table 1: Scenarios used for
transitional and physical scenario analyses, based on established
climate models. Broad alignment exists between each set of
scenarios, despite slight differences in warming
implications.
|
|
Warming
implications
|
|
Description of Scenario
|
Physical
|
Transitional
|
Net
Zero by 2050
|
Global cooperation for effective
regulation & mitigation of emissions, avoiding the worst
impacts of climate change. Shifts occur gradually toward a more
sustainable & inclusive path, meeting Paris Agreement
goals.
|
<2°C
|
1.5°C
|
Delayed Transition
|
Progress is delayed; effective
policies are not introduced until 2030 or later, and in a more
rapid and disruptive manner. Warming exceeds 2°C and a degree of
environmental degradation occurs, but damages are constrained by
improvements in energy and resource use.
|
2-4°C
|
<2°C
|
Current Policies
|
Continued emphasis on economic
growth and technological progress. Effective policies to
decarbonise are not introduced globally and there is continued
reliance on fossil fuels, leading to high levels of warming, which
could exceed 4°C.
|
>4°C
|
>3°C
|
|
|
|
|
|
The scenarios used in the physical
analysis were derived from Representative Concentration Pathways
("RCPs") and Shared Socioeconomic Pathways ("SSPs") ; the
transitional scenarios were derived from global climate models
produced by the Network for Greening the Financial System ("NGFS")
. The SSP pathways denote higher warming potential, which better
highlights physical risks, whilst the NGFS pathways more
effectively portray transitional impacts. The results of these
analyses are presented in the 'Strategy' section and continue to be
developed and integrated into business strategy and financial
planning.
Whilst there is some variance in
the results of the analyses by scenario up to 2050, it should be
noted that the primary divergence in impact between scenarios is
expected to be seen between 2050 and 2100. The remaining weighted
average life of the Company's portfolio of assets means there is
limited exposure to variability in these scenarios. The impact
assessment below can therefore be read across all scenarios and is
not specific to certain variabilities of these
scenarios.
Results of Physical Scenario Analysis
The following section summarises
the extreme heat and wind-focused physical scenario analyses,
setting out the potential impact on the business model and value
chain. Please refer to the Company's 2023 TCFD report (Table 2,
page 44 of the Company's 2023 Annual Report) for a more detailed
breakdown of the impact of extreme heat across the different
scenarios referenced above.
Physical Analysis - Impacts of extreme heat on
yield
Above a certain temperature
threshold (around 25°C), heat can start to affect multiple
components of PV systems, resulting in efficiency losses in PV
modules, accelerated PV cell degradation, and inverter failure. As
average temperatures increase with climate change, the IPCC
predicts extreme heat events will become more frequent and severe ,
presenting a risk to the Company's portfolio over the short,
medium, and long-term. Heat is expected to manifest as a risk to
solar asset performance in two ways: the chronic effects of
long-term average temperature rise on PV cell efficiency, and acute
failure of key components (i.e., inverters) during heatwaves, both
of which can impact yield.
Acute Risk
Extreme heat events (e.g.
heatwaves) are typically short-term spikes that can lead to
failures in constituent components within a PV system. The
threshold at which failures are more commonly observed was agreed
by Bluefield to be 33°C, informed by past events on the solar
portfolio. The number of days exceeding this temperature are likely
to increase, primarily impacting PV systems through their ancillary
equipment (e.g. inverters). Although there are associated losses to
revenue during downtime, the results of the scenario analysis imply
that this may not be financially material. However, it should be
noted that this analysis does not consider the full suite of risks
that extreme heat events could present to the Company; for
instance, the cost of equipment replacement or repair, or compound
risks associated with multiple climate-related events playing out
at once, which were not modelled. Nevertheless, considerate design,
procurement and planning can help mitigate the impact of heat. For
example, inverters can be located away from other equipment to
prevent overheating, and increasingly, technologies with a greater
capacity to dissipate heat (through fans or internal cooling
systems) are becoming available to the market.
In addition to PV systems, the
impact of extreme heat on battery storage systems was evaluated.
Analysis of technical specifications revealed that battery storage
systems appear resilient to the UK temperature ranges
predicted across all three scenarios, with in-built cooling systems
able to maintain internal ambient air temperature and therefore
optimal asset performance. Thus, extreme heat should not present a
material risk to the operation of battery storage systems adopted
into the Company's portfolio in the future.
The Company notes that components
of wind turbines may also be exposed to risk of overheating.
However, this was not considered likely to become material during
initial climate screening workshops, and thus has not been modelled
to date.
Chronic Risk
Average temperature rise
represents a more sustained financial risk to the solar portfolio.
PV systems begin to experience curtailments in output efficiency
due to heat at approximately 25°C. Although technologies vary,
every degree of temperature rise over this threshold is considered
to result in an approximately 0.41% reduction in efficiency. As
average temperatures rise, solar cells will be pushed beyond their
optimal operating temperature more frequently and to a greater
extent, in line with the trajectory of global emissions.
Whilst the impact of extreme heat
on yield is not considered to be financially material at present,
the Company notes the unpredictability of climate projections, and
thus is assessing adaptative measures to address these risks.
Technological advancements of PV systems are helping to mitigate
this risk in part; PV panels with improved temperature coefficients
are becoming available to the market. The Company considers the
heat resilience of PV technologies installed within new build
projects, capturing this information within asset-specific
adaptation plans . The Investment Adviser will assess the
feasibility of additional mitigation measures, including novel
solutions entering the market.
The Impact of Changing Wind Speed on
Yield
Modelling changes to wind speed
associated with climate change is a highly complex and uncertain
exercise. The many determinants of storms and high winds, and
non-linear dynamics within the global climate system, make them
difficult to model compared with temperature change. Increasingly
severe storms and high wind speeds have been noted in the UK over
the past 40 years , and it is acknowledged that this could increase
further with climate change. Moreover, the chronic effect of the
'global stilling' phenomenon, whereby polar regions have warmed
faster than tropical regions, reducing atmospheric pressure
differences and wind speeds as a result, has been detected over
similar timeframes and is expected to continue in some projections
. Despite the uncertainty, it is essential to have a
forward-looking view of these factors and understand how they may
be exacerbated by climate change, as both have the potential to
impact wind asset performance.
Acute Risk
High wind speeds present a
double-edged sword for wind turbines; up to a certain threshold,
they can drive greater generation yields and create more revenue.
However, when wind speeds exceed approximately 55-65mph, turbines
may shut down to prevent asset damage. This is a key mitigation to
acute damage caused by high winds and storms to protect the
turbines.
Acute high wind speed events are
expected to increase with climate change. The analysis indicated
that the highest winds will be felt in the extremities of the UK
(i.e., Northern Scotland and Cornwall). Although more frequent
turbine shutdowns in these areas may lead to lost revenue, the
benefit of higher wind speeds across the rest of the UK is likely
to outweigh this cost to the Company. Diversity in the portfolio
between geography and asset classes enables the Company to take
advantage of any beneficial weather conditions that climate change
may bring whilst helping mitigate the negative impacts.
Chronic Risk
Despite an increase in extreme
wind events, current projections suggest that overall annual
average wind speeds will continue to decline across the UK.
Scientific consensus and model agreement on the probable trajectory
of wind stilling has not yet been reached, and therefore this
scenario remains highly variable. Wind stilling poses a risk to
average revenues as generation from turbines would decline.
However, given the minority exposure of the Company's investments
to wind and the relatively slight impact on average speeds,
it is not considered to be financially material at this time.
However, given recent instability in power prices, the extent of
possible financial impact is difficult to determine with a high
degree of certainty.
Results of Transitional Scenario
Analysis
Transitional opportunities are
expected to predominate over transitional risks due to the nature
of the Company and its role in providing low carbon energy to a
decarbonising economy. Risks associated with the low carbon
transition are likely to become more apparent from 2030 onwards, as
the realities of needing to meet net zero goals solidify. However,
the accompanying opportunities are high, with taxes on
emissions-intensive industries and broader regulatory shifts that
should encourage further investment into renewables.
Please refer to the Company's 2023
TCFD report for a detailed summary of the transitional scenario
analysis, conducted in 2022, which qualitatively assessed the
impact of potential policy, regulatory, technology, and market
changes associated with mitigative and adaptative responses to
climate change.
Key insights from this analysis
are discussed together with physical risks within the context of
resilience in the next section.
Assessment of
resilience
Drawing on the results from all
three scenario analyses, the Company has assessed its resilience to
climate-related risk in each of the scenarios, summarised below.
Work will continue to integrate findings from the scenario analyses
into the Company's risk management processes, strategic and
investment-related decisions, and financial planning.
Net Zero (1.5°C - 2°C)
Due to the nature of its
investments, few transitional risks are expected to present a high
risk to the Company. The greatest risks in this scenario come from
technology change in the long-term. This could quicken the rate of
asset depreciation and require large scale investment to install
new technologies across the portfolio. However, the Company views
the accompanying opportunity as high. Technological progress may
lead to greater yielding PV assets as well as better battery
storage solutions, combining to increase revenues. Policy and legal
shifts are also likely to present high opportunities over the
long-term, which the Company is well placed for, as they create
conditions conducive to growth of the portfolio.
Delayed Transition
(2-4°C)
In a Delayed Transition, the
medium-term is more disruptive than the other scenarios. This is
due to significant shifts required to move to a low-carbon
trajectory, compensating for previous inaction. Again, this creates
both risks and opportunities to the Company. Market shifts are
particularly likely: service providers may face supply chain
issues, and revenues may be exposed to risk from volatility in
power prices. However, the opportunity from a disorderly transition
is that there is a sudden shift away from fossil fuels, which is
likely to cause a demand spike for renewable energy. With the
Company's growing portfolio and development pipeline, it has the
opportunity to facilitate this increased demand. Reputational
opportunities are also highest in this scenario in the long-term,
as increased value is placed on sustainability credentials to limit
warming. In a 2-4°C scenario, chronic physical risk increases over
time, but to a lesser extent than in the >4° scenario; greater
yield losses are felt for PV, due to rising temperatures, and for
wind turbines, should stilling take effect. Incidences of acute
wind and heat events similarly increases over time but are less
impactful in this scenario, as much of the Company's generation
capacity is located away from the worst affected
counties.
Current Policies (>3,
>4°C)
The Company is generally exposed
to lower transitional risks and opportunities in this scenario. As
a provider of renewable energy, it stands to gain from a transition
to a low carbon economy. If this does not occur, there may be
limited opportunities to grow the portfolio beyond those
experienced currently, across even the longest time horizons. A
lack of climate policy and action will result in the greatest
exacerbation of climate hazards, making physical risk to assets
highest in this scenario, though not to the extent that is expected
to cause a material financial impact to the Company. The value
chain impact is potentially significant; climate-related disruption
in the supply chain for new assets could lead to shortages of
supply and price spikes, with polysilicon being a particularly
volatile component of a PV system .
The Company will use the results
of the climate modelling to inform investment decision-making and
mitigation measures to enhance the long-term resilience of its
portfolio to evolving physical climate risks.
4. Risk Management
Governance
For information relating the
Board's approach to risk management, which is inclusive of climate
risk, please refer to page 67.
Physical risk management
Overall, the physical scenario
analyses indicate that extreme heat and changing wind patterns do
not currently pose a financially material risk to the Company with
respect to asset yield and revenue generation.
The Company is, however, aware of
the limitations of scenario analysis and the evolving nature of
climate hazards. Of note is the fact that climate-related risks are
unlikely to occur in isolation; compound risks associated with the
assets themselves and the broader supply chain may play out
simultaneously, heightening the risk posed.
To enable a dynamic response to
physical climate risk, the Company has developed a portfolio-wide
adaptation plan, which will help the Company monitor
climate-related risks, further inform investment decisions, and
identify opportunities to enhance resilience. The plan is
structured around stages of the asset lifecycle, to support a
holistic understanding of physical climate change impacts to the
Company's direct operations and key service providers, and to map
out accountability across key stakeholders. It will also serve as
an evidence base from which data to monitor risk can be refined and
fed into strategic decision-making where necessary.
Transitional risk management
The management of transitional
risk is integrated within the responsibilities of the Investment
Adviser. Mitigation measures pertaining to key transitional risk
areas, as identified in the transitional scenario analysis, are
presented in Table 2.
Table 2: Mitigation measures used by
the Company to manage transitional climate-related
risks.
Technology advances
|
The Investment Adviser models the
operational asset life, taking account of depreciation and physical
degradation, to forecast NAV and portfolio revenue. Outputs are
listed in the Company's risk register and are regularly updated to
inform long-term scenario planning. This enables active risk
management, including the arrangement of appropriate contingency
funds for equipment failure and longer-term decision-making around
asset repowering and equipment upgrades, helping reduce NAV
depreciation. Diversification is another important resilience
mechanism, allowing the Company to expand
into alternative technologies. The Company's development pipeline
also gives it greater scope to implement new technologies as they
become commercially viable.
|
Business reputation
|
The Company's continued
transparency regarding the climate actions it is taking, including
voluntary alignment with the TCFD, helps mitigate against
reputational risks. Robust compliance with ESG regulation further
supports this. Within its ESG report, the Company aims to disclose
information relating to both achievements (through a comprehensive
set of commitments and KPIs) and challenges, helping to provide a
balanced perspective. These actions stand to strengthen the
Company's reputation and financial benefit could be realised in the
form of increased investment, as investor preferences shift towards
low carbon energy and sustainable investment.
|
Policy & legal action
|
The Investment Adviser's legal
counsel keeps abreast of upcoming policy and legal changes, and
external legal and technical advisers support the Company in
maintaining compliance with applicable policy and regulation. The
Company has developed a robust set of policies to externalise ESG
expectations to third parties, helping cascade responsible business
practice across key service providers. As a FCA regulated entity,
the Investment Adviser evidences high standards of professional
conduct.
|
Market disruption
|
The Company's investment strategy
of owning and operating predominantly subsidised assets provides
strong visibility of revenues and helps protect the Company against
future regulatory changes in power markets. The Investment Adviser
supplements this by continuously monitoring new long-term fixed
revenue streams that are becoming available. For example, it
secures contracts for difference, enhancing revenue visibility and
security. In the future, the Company is expected to diversify its
revenue streams through investment in batteries, which benefit from
power price volatility. Novel revenue streams and technologies are
continually evaluated for their ability to enhance the resilience
of the Company's long-term investment objective.
|
Ongoing risk identification &
assessment
Climate-related risks and
opportunities are identified and assessed on an ongoing basis at
different stages of the asset lifecycle. Climate considerations are
integrated into pre-investment ESG due diligence and are a key
consideration within the Company's ESG strategy, aiding the
long-term management of climate matters post-investment.
Development partners, including Bluefield Renewables Development
Limited, ensure that climate factors are considered during the
development process of new assets, for example through flood risk
assessments.
On a daily basis, asset management
and O&M service providers identify, escalate, and respond to
climate-related incidents impacting the Company's assets.
Irregularities in generation are flagged in real time by monitoring
teams who diagnose the issue, classify the risk, and communicate it
to asset management and O&M teams through incident reports.
Examples of risks classified as "climate-related" include
string-level identification of inverter failures during heatwaves
and downtime of wind turbines due to storm activity.
The Company is also taking steps
to engage its supply chain on climate risk through its net zero
targets. Please refer to the ESG report.
5. Metrics and Targets
Metrics
The financial performance and
overall success of the Company is intrinsically linked to
opportunities that result from the transition to a low carbon
economy. The Company monitors this through metrics relating to
returns and dividends paid to Shareholders, which are underpinned
by the total generation yield of the portfolio.
The Company also tracks its ESG
performance against a set of commitments and KPIs, enabling the
Company to manage its ESG risks and opportunities alongside
financial objectives (see ESG Appendix). As an infrastructure
owner, the Company's assets are vulnerable to physical and
transitional climate risks, a selection of which have been explored
quantitatively through scenario analysis (see Strategy section).
Insights from scenario analyses will be used to inform metrics used
by the Company to assess and monitor climate-related risks and
opportunities, and steer portfolio resilience measures.
GHG Inventory results
The Company's GHG inventory
relating to the Year is presented in Table 3 , calculated in line
with the GHG Protocol Corporate Accounting Standard and the
Partnership for Carbon Accounting Financials. DEFRA GHG reporting
conversion factors, DEFRA conversion factors by SIC, and power
provider specific emissions factor datasets were used in the
analysis (corresponding with the period emissions were incurred).
Some aspects of data collection remain challenging, and as a
result, a proportion of data was estimated or
extrapolated.
Table 3: the Company's GHG
emission inventory for the period 1 July 2023 - 30 June 2024,
highlighting emission results per scope, including a breakdown of
scope 3 categories. These figures are inclusive of the emissions
associated with the Company's investment stake in the strategic
partnership with GLIL Infrastructure as of 30 June 2024.
|
Location-Based Emissions
(tCO2e)
|
% of total
|
Market-Based Emissions
(tCO2e)
|
% of total
|
Scope 1
|
46
|
0.24
|
46
|
0.24
|
Scope 2
|
748
|
3.91
|
399
|
2.12
|
Scope 3
|
18,353
|
95.85
|
18,353
|
97.63
|
Purchased Goods &
Services
|
18,065
|
|
18,065
|
|
Fuel- and Energy-Related
Activities
|
260
|
|
260
|
|
Waste Generated in
Operations
|
19
|
|
19
|
|
Water Consumption
|
0.1
|
|
0.1
|
|
Upstream Leased Assets
|
9
|
|
9
|
|
Total
|
19,147
|
|
18,798
|
|
During the Year, the Company
updated the boundaries of its GHG inventory to align with reporting
done under the EU's SFDR. Previously, an organisational boundary
based on the operational control approach was defined; now, an
equity share approach has been adopted. This also aligns with the
financial reporting approach, which was deemed more appropriate
given the Company's recent strategic partnership. The Company has
also had regard to guidance from the Partnership for Carbon
Accounting Financials during this process, adjusting for the impact
of debt in the structure.
This change increased the accuracy
of the Company's inventory, and the Company will continue to
evaluate and adjust its GHG accounting methodology as it evolves
its approach. The Company will review opportunities to enhance the
accuracy of scope 3 data, particularly in relation to new asset
construction, including the embodied carbon of supplied modules and
emissions arising from installation.
The Company's scope 1 emissions
have increased during the Year. This change pertains to a
combination of increased generator usage for planned electricity
network operator outages and essential maintenance and repair
activities, as well as solar and wind asset repowering activities.
The Company has observed a decrease in scope 2 emissions following
the transfer of several assets onto renewable import tariffs. The
Company's adjusted scope 3 emissions appear to have decreased;
however, it is noted that this is largely due to the described
methodology changes.
Climate-related targets
The Company takes its role in the
transition to net zero seriously and has developed net zero targets
during the Year. The Company has also been identifying its
dependencies to reach net zero; the business model means that
operational assets rely on a number of third-party firms, and
engagement with these providers will be critical to reduce carbon
emissions across the supply chain. Please refer to page 40 for
further information.
Strategic Report
1. Company's Objectives and
Strategy
The Company seeks to provide
Shareholders with an attractive and sustainable return, principally
in the form of quarterly income distributions, by investing
primarily in solar energy assets located in the UK. The Company
also invests a minority of its capital into other renewable assets,
including wind and energy storage.
Subject to maintaining a prudent
level of reserves, the Company aims to achieve quarterly income
distributions through optimisation of asset performance,
acquisitions and the use of gearing. The Company's dividend target
for the Year was 8.80pps and by declaring a fourth interim dividend
of 2.20pps following three interim dividends of 2.20pps, the
Company's total dividend of the Year was 8.80pps .
The Operational and Financial
Review section on page 65 provides further information relating to
performance during the year.
2.
Company's Operating Model
Structure
The Company holds and manages its
investments through a UK limited company, Bluefield Renewables 1
Limited (BR1), in which the Company is the sole
shareholder.
Management
Board and Committees
The independent Board is
responsible to Shareholders for the overall management of the
Company. The Board has adopted a Schedule of Matters Reserved for
the Board which sets out the particular duties of the Board. Such
reserved powers include decisions relating to the determination of
investment policy, approval of new investments, oversight of the
Investment Adviser, approval of changes in strategy, risk
assessment, Board composition, capital structure, statutory
obligations and public disclosure, financial reporting and entering
into any material contracts by the Company.
Through the Committees and the use
of external independent advisers, the Board manages risk and
governance of the Company. The Board consists of five independent
non-executive Directors, three of whom are Guernsey residents. See
the Corporate Governance Report for further details.
Investment Adviser
The Investment Adviser's key
responsibilities include identifying and recommending suitable
investments for the Company and negotiating the terms on which such
investments will be made.
Under a technical services
agreement with BR1, the Investment Adviser is responsible for
supervising and monitoring all existing investments. Additionally,
the Investment Adviser has the same ownership as several key
entities that provide essential services to the Company's
portfolio. BSL delivers asset management services, while BOL and
BRD manage the operational aspects of most investments and oversee
the pipeline of development projects, respectively. BCM, also under
the same ownership as the Investment Adviser, provides construction
management services for the new build portfolio.
During the Year, the Investment
Adviser received a fee equivalent to 0.8% of NAV (Prior Year:
0.8%). A summary of the fees paid to the Investment Adviser is
given in Note 16 of the financial statements. The fees paid to BSL,
BRD, BOL and BCM are also detailed in Note 16.
Administrator
The Board delegated administration
and company secretarial services to the Administrator. Further
details on the responsibilities assigned to the Administrator can
be found in the Corporate Governance Report.
Employees and Officers of the Company
The Company does not have any
employees and therefore policies for employees are not required.
The Directors of the Company are listed on pages 87 to
88.
Investment Process
Through its record of investment in
the UK renewable energy market, the Investment Adviser has
developed a rigorous approach to investment selection, appraisal
and commitment.
Repeat transaction experience with specialist
advisers
The Investment Adviser has worked
with a range of specialist advisers from multiple disciplines in
each of the transactions it has executed in the UK and European
markets and is able to source relevant expertise to address project
issues both during and following a transaction.
Application of standardised terms developed from direct
experience
The Investment Adviser has
developed standardised terms which have been specifically tested by
reference to real transaction and project operational experience.
Whilst contract terms are specifically negotiated and tailored for
each individual project, the Investment Adviser always includes
contractual protection regarding recovery of revenue losses for
underperformance and obligations for correction of
defects.
Rigorous internal approval process
All investment recommendations
issued to the Company are made following the formalised review
process described below:
(1) Investment origination and review by the Investment
Adviser's managing partners
Before incurring costs in relation
to the preparation of a transaction, a project is concept reviewed
by the Investment Adviser's managing partners, following which a
letter of interest or memorandum of understanding is issued, and
project exclusivity is secured.
(2) Director Concept Approval
In the event that material costs
are to be incurred in pursuing a transaction, a concept paper is
issued by the Investment Adviser for review by the Board. This
fixes a project evaluation budget as well as confirming the project
proposal is in line with the Company's investment policy and
strategy and aligned to ESG principles.
(3) Due diligence
In addition to applying its direct
commercial experience in executing renewable energy acquisitions
and managing operational projects, the Investment Adviser engages
legal, technical, ESG and, where required, insurance, tax and
accounting advisers from its extensive network to undertake
independent due diligence.
(4) Investment Adviser Investment Committee
Investment recommendations issued
by the Investment Adviser are made following the submission of a
detailed investment paper to the Investment Committee. The
Investment Committee operates on the basis of unanimous consent and
has a record of making detailed evaluation of project risks. The
investment paper submitted to the Investment Committee discloses
all interests which the Investment Adviser and any of its
affiliates may have in the proposed transaction.
(5) Board approval
Following approval by the
Investment Adviser's Investment Committee, investment
recommendations are issued by the Investment Adviser for review by
the Board of the Company. The Board undertakes detailed review
meetings with the Investment Adviser to assess the recommended
projects. If the Board of the Company approve the relevant
transaction, the Investment Adviser is authorised to execute it in
accordance with the Investment Adviser's recommendation and any
condition stipulated in the Board's approvals. The Boards is
regularly updated on the pipeline of potential new investments to
help provide context for capital allocation decisions.
(6) Closing memorandum
Prior to executing the transaction,
the Investment Adviser completes a closing memorandum confirming
that the final transaction is in accordance with the terms
presented in the investment paper to the Investment Adviser's
Investment Committee, and the board of the Company; detailing any
material variations and outlining how any conditions to the
approval of the Investment Committee and/or Board approval have
been addressed. This closing memorandum is countersigned by an
appointed member of the Investment Adviser's Investment Committee
prior to completing the transaction.
Managing conflicts of interest
The Investment Adviser is
regulated by the FCA and is bound by conduct of business rules
relating to management of conflicts of interest. The Board noted
that the Investment Adviser has other clients and has satisfied
itself that the Investment Adviser has procedures in place to
address potential conflicts of interest which, together with any
mitigation measures, are disclosed in the investment recommendation
for each investment.
3. Investment
Policy
The Company invests in a
diversified portfolio of renewable energy assets, all located
within the UK, with a focus on utility scale assets and portfolios
on greenfield, industrial and/or commercial sites. With a focus on
solar PV, the Company has the ability to invest up to 25% of the
Company's GAV into complementary renewable technologies,
principally wind and storage. The Company's responsible investment
approach is discussed in Environmental, Social and Governance
Report on page 33.
Individual assets or portfolios of
assets are held within SPVs into which the Company invests through
equity and/or debt instruments. The Company typically seeks legal
and operational control through direct or indirect stakes of
normally 100% in such SPVs, but may participate in joint ventures
or minority interests to gain exposure to assets which the Company
would not be able to acquire on a wholly-owned basis. In the
situation of joint ventures or minority interests, the Company
would ensure a high degree of influence over decisions.
The Company may, at a holding
company level, make use of both short-term debt finance and long
term structural debt, but such holding company level debt (when
taken together with the SPV finance noted above) will not exceed
50% of the GAV. It may also make use of non-recourse finance at the
SPV level to provide leverage for specific renewable energy
infrastructure assets or new portfolios provided that at the time
of entering into (or acquiring) any new financing, total
non-recourse financing within the portfolio will not exceed 50% of
GAV.
While it is not the Company's
policy to be a long term holder of non-UK assets, the Company can
invest up to 10% of GAV into assets outside the UK to enable it to
acquire portfolios with a mix of UK and non-UK assets. Furthermore,
up to 5% of the GAV may be invested into pre-construction UK solar
development opportunities. As at 30 June 2024 this is less than 3%
(30 June 2023: 2%). The aggregate exposure to other renewable
energy assets, energy storage technologies, UK solar development
opportunities and non-UK assets will be limited to 30% of the
Company's GAV.
No single asset (excluding any
third-party funding or debt financing in such asset) will
represent, on acquisition, more than 25% of the NAV.
The Company derives its revenues
from the sale of ROCs, FiTs and CfDs (or any such regulatory
regimes that may replace them from time to time) alongside the sale
of electricity under power purchase agreements with counterparties
such as co-located industrial energy consumers and wholesale energy
purchasers.
The Company may invest up to 5% of
GAV into developing further UK solar development opportunities and
purchase assets pre- or post-construction in order to:
1.
Maximise quality and scale of deal flow;
2.
Optimise the efficiency of the acquisitions;
3.
Minimise risk via appropriate contractual
agreements; and
4. Acquire
assets using prudent assumptions.
Listing Rule Investment Restrictions
The Company currently complies
with the investment restrictions set out below and will continue to
do so for so long as they remain requirements of the
FCA:
· neither the Company nor any of its subsidiaries will conduct
any trading activity which is significant in the context of the
Group as a whole;
· the
Company must, at all times, invest and manage its assets in a way
which is consistent with its objective of spreading investment risk
and in accordance with the published investment policy;
and
· not
more than 10% of the GAV at the time the investment is made will be
invested in other closed-ended investment funds which are listed on
the Official List.
As required by the Listing Rules,
any material change to the investment policy of the Company will be
made only with the prior approval of the FCA and
Shareholders.
4.
Operational & Financial Review for the year
Key Performance Indicators
|
As at 30 June
2024
|
As at 30 June
2023
|
Market capitalisation
(£m)
|
636.0
|
733.7
|
Total dividends per share declared
in relation to the year
|
8.80p
|
8.60p
|
NAV (£m)
|
781.6
|
854.2
|
NAV per share
|
129.75p
|
139.70p
|
Total Shareholder
Return
|
(4.67)%
|
(2.03)%
|
Market capitalisation (1)
The Directors regard the Company's
market capitalisation as an important secondary indicator of the
trading liquidity in its shares. The Company's market
capitalisation (the market value of its Ordinary Shares) at 30 June
2024 was £636 million, down from £734 million at 30 June 2023. This
principally reflects a widening in the discount to underlying NAV
and the buyback of 9 million shares.
Total dividends per share declared (1)
The Company generates returns
primarily in the form of distributions and the Company has a
progressive dividend target. The dividend grew by 2.3% to 8.80pps
in the Year, from 8.60pps in the Prior Year.
NAV
The Company's average NAV forms
the denominator of the Total Expense Ratio calculation and is
thereby a determinant of BSIF's total expense ratio. As the
variable costs of running the company tend to reduce with
increasing NAV a larger NAV will reduce the TER. The finite life of
renewable asset leases will ultimately lead to attrition of the
Company's NAV. The Directors recognise this as a significant
feature and have expanded the mandate of the Company in part to
mitigate this effect.
NAV
Per Share(1)
Whilst the Company's principal
goal is to produce income, the NAV per share movement informs our
shareholders and the Board whether this income has been produced at
the expense of capital growth. The NAV per share fell during the
year and produced a negative return to capital, reflecting lower
long term electricity prices and lower inflation
expectations.
Total Shareholder Return(1)
This is a measure of the combined
return to Shareholders from dividend income and share price
movements and whilst this should be positive in the long-term,
short-term fluctuations in shareholder and market sentiment can
cause this number to be positive or negative. The return of -4.67%
for 2024 compared to the return of -2.03% in 2023 largely reflects
the reduction in share price during the year to 30 June 2024
following a widening of the discount to NAV that has arisen. In
August 2023, the Bank of England increased the Base Rate to 5.25%
and held it at that level until August 2024, when it announced a
25bps reduction.
Acquisitions
See the Investment Adviser's
Report in Section 2.
Portfolio Performance
See the Investment Adviser's
Report under Sections 2 and 5.
The Company's PPA strategy is to
enter into 12 to 36 month electricity sales contracts, with
contracting periods spread quarterly across the portfolio in order
to minimise the portfolio's sensitivity to short term price
volatility.
Summary Statement of Comprehensive Income
|
Year ended
30 June
2024
£ million
|
Year ended
30 June
2023
£ million
|
Total Income (Note 4 of the
financial statements)
|
0.9
|
0.9
|
Change in fair value of assets
(Note 8 of the financial statements)
|
(8.3)
|
48.2
|
Administrative expenses (Note 5 of
the financial statements)
|
(2.2)
|
(2.3)
|
Total comprehensive (loss)/income
|
(9.6)
|
46.8
|
Earnings per share
|
(1.57p)
|
7.65p
|
(1) please see Alternative
Performance Measures on pages 148 to 150 for further
details.
Income for the period is the
monitoring fees paid by BR1 to BSIF.
The total comprehensive loss
before tax of (£9.6) million reflects the performance of the
Company when valuation movements and operating costs are included.
Further detail on the valuation movements of BSIF's portfolio is
given in the Report of the Investment Adviser.
The Company's ongoing charges
ratio for the Period was 1.02% (2023: 1.00%), calculated in
accordance with the AIC recommended methodology, which excludes
non-recurring costs and uses the average NAV in its calculation.
See page 150 for a tabular calculation of the Company's ongoing
charges ratio.
5. Directors' Valuation* of the Company's
portfolio
The Investment Adviser, or an
independent external valuer, is responsible for preparing the fair
market valuation recommendations for the Company's investments for
review and approval by the Board. Valuations are carried out
quarterly, as at 30 September, 31 December, 31 March and 30 June,
with an external review as and when the Board deems
appropriate.
The fair market value adopted for
the portfolio was £965.5m (Note 8 of the financial statements) and
is confirmed by an alternative approach using a combination of
discounted cash flows of income generated from the portfolio of
investments.
The Board reviews the
recommendations of the Investment Adviser to form an opinion of the
fair value of the Company's investments. A detailed analysis of the
Directors' Valuation is presented in the Report of the Investment
Adviser.
* Directors' Valuation is an
alternative performance measure to show the gross value of the SPV
investments held by BR1, including their holding companies. A
reconciliation of the Directors' Valuation to Financial assets at
fair value through profit and loss is shown in Note 8 of the
financial statements.
6. Principal Risks and
Uncertainties
In line with the FCA's Disclosure
Guidance and Transparency Rules, the Board identifies the material
inherent risks to which the Company is exposed and takes
appropriate steps to mitigate and control these risks to a level
that is deemed acceptable by the Board.
The Board is ultimately
responsible for defining the level and type of risk that the
Company considers acceptable, ensuring its activities remain in
line with the Company's Investment Policy while pursuing its
Investment Objective.
The risk appetite that the Company
is willing to accept is dependent on the potential likelihood and
severity of impact caused by the relevant risk events or
circumstances, and the timescale over which they may
occur.
The risk framework adopted by the
Company ensures clear and transparent descriptors and parameters of
acceptable risk in regard to the operation of the Company and
management of the investment portfolio, designed to prevent
excessive risk taking, whilst maximising shareholder
return.
When assessing strategic and
external risks, such as wider political or economic circumstances,
that are outside the Board's ability to control, these are deemed
as accepted risks of doing business. Although not fully
controllable by the Company, these risks are monitored closely,
mitigated where possible, and are factored into all decision
making.
Without compromise, the Board has
zero-tolerance for fraud, bribery, corruption, money laundering,
tax evasion, terrorist financing, proliferation financing and any
other forms of financial crime. In addition, the Board will seek to
follow best practice and remain compliant with all applicable laws,
rules, and regulations.
All inherent risks identified
(including those classified as 'emerging') that could have a
material adverse effect on the Company's performance and value of
Ordinary Shares are recorded in the Company's risk matrix (and
associated reporting) which is reviewed by the Board at least twice
a year.
The Company's risks are
categorised as follows:
· Strategic and external risks
· Investment portfolio management risks
· Fund
operation risks
· Regulatory and Compliance risks
· Emerging risks
Those inherent risks that are
determined as having the potential to threaten the Company's
business model, future performance, solvency or liquidity and
reputation are classified as 'Principal Risks' and are set out in
the table below. These Principal Risks are a small subset of the
comprehensive set of risks which the Board reviews.
INVESTMENT PORTFOLIO MANAGEMENT
Risk
|
Potential Impact
|
Mitigation
|
1. Transaction Pricing Risk
|
· A
failure to identify and secure opportunities to either acquire or
divest of certain assets that would be of strategic importance to
the portfolio could lead to the portfolio not having the required
mix of technology or mix of age of asset
· A
failure to transact at appropriate prices could lead to sites being
acquired at too high a value or sites being sold at an
undervalue.
· Both
failures could lead to shareholder concern and could impact
negatively on the Company's finances. Both failures could also lead
the Board to query if the Investment Adviser is acting in
accordance with the Investment Advisory Agreement and if an
effective control environment within the Investment Adviser
exists.
|
· The
Company maintains a diverse portfolio of assets across various
technologies (wind, solar and BESS), ages, and operational stages,
reducing the impact of poor transaction outcomes due to
concentration on any single asset type.
· The
Company's established presence and reputation in the market attract
high quality opportunities and afford good negotiation
opportunities.
· The
Company's Investment Adviser maintains strong working relationships
with other industry players, including developers, off takers, land
agents, existing landlords on current sites, advisors, etc which
ensures it receives insights and access to quality investment
opportunities potentially ahead of the market.
|
2. Poor performance of operational sites
|
· Predicted generation and associated revenue may be negatively
impacted and affect the Company's ability to meet its dividend
targets, leading to shareholder concern and reputational
damage.
|
· The
Portfolio consists of a large number of assets therefore minimal
risk arises from a single operational plant not being managed
effectively.
· Project companies hold appropriate agreements with
experienced service providers for the effective management of
operational plants, including routine preventative maintenance
activity
|
3. Supply Chain Risks
|
· There is a risk of reputational damage or financial loss if
the supply chain is not adequately managed with appropriate due
diligence conducted and oversight of key suppliers.
|
· The
Bluefield Group represents a high proportion of the Company's
supply chain spend, over which BSIF has a high degree of
influence.
· All
industry players share the same risk in relation to forced labour
within the polysilicon supply chain.
|
FUND OPERATIONS
Risk
|
Potential impact
|
Mitigation
|
4. Levels of capital available for allocation are
constrained
|
· The
NAV would decrease over time if the Company does not identify and
exploit available sources of capital to grow the
portfolio.
|
· A
diversified capital raising strategy that includes a mix of equity,
debt, and alternative financing options to reduce reliance on any
single source of capital.
· Strong relationships with a wide range of financial
institutions, investors, and potential joint venture partners
ensure layers of redundancy and consistent access to capital for
allocation even where some sources are unavailable or
overdrawn
|
5. Valuation risk
|
· Valuations of the SPV investments may be over or
understated.
|
· Valuations presented by the Investment Adviser are
underpinned by comparisons with other market transactions and
confirmed by the use of long term DCF modelling. The valuations are
reviewed and challenged by the Board as a minimum on a semi-annual
basis.
· The
Investment Adviser has recently improved the valuation model to
reduce the risk of errors. Detailed controls and internal review
procedures are in place to mitigate the risk of error.
· Given the high level of judgement and subjectivity involved
in setting the assumptions that drive the model, the Board robustly
challenges assumptions made on a semi-annual basis and uses third
party data wherever possible to support inputs.
· For
example, to mitigate the impact of future power price volatility on
the Company's portfolio valuation, blended power price curves from
three leading forecasters are used in the portfolio cash flow
model. The portfolio benefits from Government subsidy in the form
of FiT and ROC income.
· The
Board will consider the frequency of independent reviews of the
financial model in conjunction with the Investment
Adviser.
|
STRATEGIC AND EXTERNAL
Risk
|
Potential impact
|
Mitigation
|
6. Physical and Transitional Climate Related
Risks
|
· Global climate change presents both risks and opportunities
to the Company. Whilst the Company is well positioned to benefit
from the opportunities arising from a decarbonising economy,
physical climate impacts, particularly extreme heat and changing
wind patterns, have the potential to cause damage to assets and
impact generation, ultimately impacting revenues.
|
· Climate change presents both risks and opportunities to the
Company: climate change opportunities are the basis on which the
fund's strategic aims have been founded. Monitoring and managing
transitional risks (such as technology advances, policy changes
etc) forms part of the day today management of a renewable energy
fund.
· Some
key equipment and infrastructure (such as inverters and wind
turbines) have inbuilt climate resilience measures, such as cooling
systems prevent overheating or automatic shutdown thresholds to
prevent damage caused by high winds.
|
7.Volatility in power prices
|
· Without the delivery of an effective power sales strategy,
there is a risk that the power generated will be unsold, or not
sold at an appropriate level, leading to reduced
revenue.
· If
downside risk associated with power market volatility is not
managed via an effective power sales strategy, there is a risk that
the Company becomes unreasonably exposed to sustained periods of
low power prices, or even negative prices.
· These factors would adversely influence the Company's ability
to deliver against dividend targets.
|
· Each
asset sells generated power (and any associated benefits) via a
separate Power Purchase Agreement (PPA), meaning it is therefore
unlikely that material amounts of power will be uncontracted at any
point.
· Approximately 40% of the Company's revenues arise from
subsidy payments that are fixed (increasingly annually in line with
inflation) and guaranteed by the UK Government, reducing exposure
to power price volatility.
|
8. Loss of Popularity of Renewable Energy Infrastructure
Sector
|
· The
challenging macro-economic environment (e.g. higher interest rates,
volatile energy prices etc) has led to a fall in popularity of the
whole renewable energy infrastructure sector leading to companies
in the sector operating at discounts in excess of 10% to NAV,
constraining their ability to raise new equity. This has had a
negative impact on investor confidence/satisfaction and has made
investors more reluctant to invest, triggering continuation votes
in some vehicles, increased the level of M&A activity in the
market and put pressure on Boards to take action.
|
· The
NAV of BSIF's portfolio is heavily insulated from the volatility in
energy prices and elevated interest rates as a result of the
Company's power fixing strategy and high weighting to fixed debt
which is fully amortising.
· BSIF
also benefits from having an extremely experienced investment
advisory team who are able to secure innovative strategic
partnerships (such as the one with GLIL) and implement strategies
to recycle capital, ensures optimal deployment of available
resources when the ability to raise new capital from the public
markets is constrained.
· Transparent, fair, balanced and timely communications with
all shareholders is a key priority of the BSIF Board, the
Investment Adviser and the Company's broker. Being open to feedback
and listening to shareholders views forms a critical part of the
Board's wider decision-making process.
|
9. Reform of Energy Markets
Risk
|
· The
UK Government is currently consulting with industry on plans to
reform the UK Electricity Market (REMA), which may involve controls
on future sales prices for renewable generators.
|
· The
Investment Adviser provides regular updates in this regard within
the quarterly Board papers.
· The
Investment Adviser takes a proactive approach to supporting the
energy transition, not only through its advisory role to the
Company, but also by engaging and supporting the Government to
create a policy framework which can enable net zero. This includes
responding to government consultations, meeting with political
leaders across the political spectrum to discuss renewable energy
and working with partners in the sector to engage in relevant
discussions via the government's Solar Energy Taskforce.
|
10. Cyber and Ransomware
risk
|
· Cyber and Ransomware attacks could become more frequent and
difficult to identify and prevent therefore causing financial loss,
business disruption, data loss or theft and reputational
damage.
|
· Separate SCADA platforms used per asset (per site) reduce the
risk of attacks on all sites simultaneously.
· The
Investment Adviser (and other key service providers from within the
Bluefield group of companies) have dedicated IT resources focusing
on information security and cyber security.
· Penetration testing at asset level for solar PV portfolio has
been conducted and follow up recommendations are being implemented
across the portfolio to improve security.
|
Longer-term viability statement
Assessing the Prospects of the Company
The corporate planning process is
underpinned by scenarios that encompass a wide spectrum of
potential outcomes. These scenarios are designed to explore the
resilience of the Company to the potential impact of significant
risks set out below.
The scenarios are designed to be
severe but plausible and take full account of the likely
effectiveness of the actions to be taken to avoid or reduce the
impact of the underlying risks and which would be open to
management. In considering the likely effectiveness of such
actions, the conclusions of the Board's regular monitoring and
review of risk and internal control systems, as discussed on page
67, is taken into account.
The Board reviewed the impact of
stress testing the quantifiable risks to the Company's cash flows
in the previous pages and concluded that the Company, assuming
current and envisaged leverage levels, would be able to continue to
produce distributable income in the event of the following
scenarios:
Strategic Report Risk
Factor
|
|
2.
|
Plant performance degradation of
1.0% per annum versus 0.4% per annum
|
2.
|
Plant availability reduced to
95%
|
5.
|
P90 irradiation
|
7.
|
Power price set to
£23/MWh
|
The Board considers that this
stress testing based assessment of the Company's prospects is
reasonable in the circumstances of the inherent uncertainty
involved.
The period over which we confirm longer term
viability
Within the context of the
corporate planning framework discussed above, the Board assessed
the prospects of the Company over a five-year period ending 30 June
2029, and have determined that the five-year period remains an
appropriate period to provide this viability statement as this
period accords with the Company's planning purposes.
This period is used for our
mid-term business plans and has been selected because it presents
the Board with a reasonable degree of confidence whilst still
providing an appropriate longer-term outlook.
Confirmation of longer-term viability
Based upon the robust assessment
of the principal and emerging risks facing the Company and its
stress testing-based assessment of the Company's prospects, the
Board confirms that it has a reasonable expectation that the
Company will be able to continue in operation and meet its
liabilities as they fall due over the period to 30 June
2029.
These inherent risks associated
with investments in the renewable energy sector could result in a
material adverse effect on the Company's performance and value of
Ordinary Shares.
The Company's risks are mitigated
and managed by the Board through continual review, policy setting
and half yearly review of the Company's risk matrix by the Audit
and Risk Committee to ensure that procedures are in place with the
intention of minimising the impact of the above-mentioned risks.
The Board last carried out a review of the risk matrix at the Audit
and Risk Committee meeting held on 20 May 2024. The Board relies on
periodic reports provided by the Investment Adviser and
Administrator regarding risks that the Company faces. When
required, external experts, including tax advisers, legal advisers
and ESG advisers, are employed.
7. Stakeholder Engagement
Directors' Responsibilities Pursuant to Section 172 of the
Companies Act 2006
The Directors of the Company, by
abiding by the AIC Code, aim to achieve high standards in corporate
governance. According to the AIC Code, all member businesses,
regardless of where they are headquartered, are required to report
on the items outlined in Section 172 of the UK Companies Act
2006.
Section 172 recognises that
directors are responsible for acting in a way that they consider,
in good faith, is the most likely to promote the success of the
company for the benefit of its shareholders as a whole, with focus
on the consequences of any decision in the long term. In doing so,
they are also required to consider the broader implications of
their decisions and operations on other key stakeholders and their
impact on the wider community and the environment. A key
stakeholder is one that either has a direct stake in the Company or
directly impacts the long-term performance of the Company. Key
decisions are those that are either material to the company or are
significant to any of the Company's key stakeholders.
The Board considers that the
interests of the Company and its stakeholders must be balanced for
the Company to succeed. As a result, the Board has summarised below
some of the methods by which it develops and maintains connections
with its stakeholders, while also considering the Company's effects
on the environment and broader society.
Stakeholder Group
|
Methods of Engagement
|
Shareholders and Prospective Investors
Our Shareholders and prospective
investors are integral to every decision made by the Board. A
knowledgeable and supportive shareholder base is vital to the
long-term sustainability of our business. Understanding the views
and priorities of our Shareholders is, therefore, crucial to
retaining their continued support.
|
The Company engages with its
Shareholders through the issue of regular portfolio updates in the
form of RNS announcements and quarterly factsheets.
The Company provides in-depth
commentary on the investment portfolio performance, corporate
governance and corporate outlook in its annual and interim
reporting.
In addition, the Company, through
its brokers and Investment Adviser, undertakes regular meetings
with existing and prospective investors to solicit their feedback,
understand any areas of concern, and share forward-looking
investment commentary.
The Company receives quarterly
feedback from its brokers in respect of their investor engagement
and investor sentiment.
|
Bluefield Partners LLP (the Investment
Adviser)
Our Investment Adviser is
fundamental to the Company's investment and business objectives.
Key responsibilities include identifying and
recommending suitable investments
for the Company to the Board and negotiating the terms on which
such investments will be made on behalf of the Board.
|
The Board frequently engages with
the Investment Adviser through planned and ad hoc Board and
committee meetings to receive updates on operations of existing
investments and acquisitions.
The Board receives quarterly board
packs from the Investment Adviser, delivering the most pertinent
and informative data on which the Board can base its
decisions.
The Investment Adviser and the
Board review the Company's power price fixing strategy and
portfolio valuation on a quarterly basis and detailed cash flow
forecasts are discussed prior to each dividend
declaration.
The Board engages in strategic
planning with the Investment Adviser with the aim of aiding
the Company in attaining its investment
goals and accomplishing its purpose.
In January 2024, the Company
completed Phase One of its long-term strategic partnership with
GLIL, a UK pension fund which invests into core UK infrastructure
with a portfolio value of £3 billion of infrastructure
assets.
The strategic partnership with
GLIL enables the Company to deliver on a number of key areas
simultaneously: to continue to keep investment momentum in a
difficult time for public market infrastructure funds and
judiciously diversify the portfolios' revenues; to provide an
additional external validation of asset values; to create
additional liquidity and lower the Company's overall debt burden;
and to partner with a like-minded investment group.
|
Ocorian Administration (Guernsey) Limited (the Administrator,
Company Secretary & Designated Manager)
Our Administrator provides
essential services to the Board, ensuring that Board procedures are
followed and that it complies with the Law and applicable rules and
regulations of the GFSC and the LSE.
|
The Board
interacts with the Administrator for day-to-day administrative,
fund accounting and company secretarial services via emails, calls
and formal and informal meetings.
The Company monitors ongoing
performance at regular board meetings and the Management Engagement
and Service Providers Committee ("MESPC") reviews terms of
engagement and quality of service provision annually.
|
Regulators
Regulators are important
stakeholders in maintaining the Company's listing and ensuring a
sufficient and transparent level of disclosure in its
communications and reporting. Because of this, Shareholders obtain
accurate, timely, and relevant details regarding the Company.
Regulators include the FCA in its function as the UK Listing
Authority, the FRC in its supervision of UK governance and
accounting, as well as the GFSC. Membership of the AIC and
compliance with the AIC Code is a fundamental part of ensuring the
Company complies with relevant guidance and regulation.
|
Activities of the Audit and Risk
Committee ("ARC"), including regular review of principal and
emerging risks, oversight of the Administrator and Investment
Adviser's adherence to internal control systems and procedures, and
thorough review of the interim and annual report and financial
statements ensures compliance with required regulation.
On 27 September 2023, the board
agreed to adopt an Audit Committee and External Audit Minimum
Standards Checklist which was prepared by the Administrator with
board review, following guidance from the FRC.
|
Other Key Stakeholders and Advisers (Legal Advisors, Brokers,
Auditors, etc.)
Establishing a productive and
collaborative working relationship with our other key service
providers and advisers ensures that we receive high quality
services to help deliver the Company's investment and business
objectives.
|
The Company has identified its key
service providers and on an annual basis the MESPC undertakes a
review of performance based on a questionnaire through which it
seeks feedback. The MESPC also regularly reviews all material
contracts for service quality and value. Conclusions and
recommendations drawn by the MESPC are fed back to the Board for
approval.
The Board and its sub-committees
engage regularly with its service providers on a formal and
informal basis.
|
Lenders
It is important to maintain a
strong working relationship with our existing lenders as it is
essential for the Company to have funding available, as it is
needed, for investment and development pipeline purposes. We aim to
build strong relationships with existing lenders and potential
lenders who may provide debt facilities in the future.
|
The Investment Adviser provides
quarterly compliance reporting to lenders in accordance with the
terms of the relevant facility agreements.
The Company consults with the
lenders on matters which may require their consent under the
relevant facility agreements.
The Board reviews the Company's
re-financing needs on a regular basis and encourages early
engagement with lenders.
The Investment Adviser is currently
in discussions with BR1's RCF lenders to extend the maturity on the
RCF.
|
Government and Policy makers
The Board believes that as the
Company provides a critical element of the United Kingdom's
electricity generation infrastructure and de-carbonisation plans,
that it is important to engage with the Government to help to
ensure that the country's required levels of the supply of
renewable energy are achieved.
Engagement with the Government and
policy makers also assists the Company in its strategic
planning.
|
The Board encourages the
Investment Adviser to engage with senior political leaders and
their respective staff both directly in face-to-face meetings and
indirectly via membership of industry representative bodies such as
the Solar Industry Association.
During the Year,
engagement focused on the impact of the Energy
Generator Levy on investor confidence. The Investment Adviser
called for an investment allowance that would not incentivise
fossil fuels above renewables. Independent Director Michael Gibbons
appeared at the House of Lords Industry and Regulators Committee.
Managing Director of BRD (Jonathan Selwyn) also provided spoken
evidence as part of the Energy Security and Net Zero Committee
inquiry, 'Keeping the power on:
our future energy technology mix', following a
written
evidence submission.
|
PPA Counterparties
These are counterparties who
purchase the electricity generated by the Company.
|
The Investment Adviser ensures
that when PPAs are put in place, the end dates of the contracts are
phased to ensure a constant flow of revenue. PPA counterparties are
selected on a competitive basis but with a clear focus on achieving
diversification of counterparty risk. A quarterly update on the
contracts is provided by the Investment to the Board.
|
Joint Venture Partner
A joint venture partner refers to
a business entity that co-invests with the Company to acquire
assets to grow the BSIF portfolio and build out a portion the
Company's development pipeline.
The Board recognises the
opportunity the joint venture partnership provides in enabling the
growth of the portfolio and maximising value for our shareholders
over the long term.
|
The Company currently has one joint
venture partner, GLIL.
The Investment Adviser engages with
GLIL as co-investors of a Strategic Partnership
portfolio.
The Investment Adviser provides
commercial, and operational oversight services to the Strategic
Partnership portfolio including day to day management of the PPA
counterparty, Lenders, Asset Manager, O&M Contractor, and
Network Service Provider, including site attendance as required for
major works.
The Board receives quarterly
updates from the Investment Adviser on the Strategic Partnership
portfolio and progression on executing the agreed three phases of
the relationship.
The Board views the Strategic
Partnership as an opportunity for both BSIF and GLIL to invest in a
portion of the sizeable renewable energy pipeline which our
Investment Adviser has identified, while maximising value for our
shareholders over the long term.
|
Portfolio Level Stakeholders
This includes O&M service
providers, grid connectors, planning authorities, landowners and
developers.
|
The Company has agreements with
O&M providers to provide active operation and maintenance
services for the operational portfolio.
The Investment Adviser engages with
developers, for example Light Rock Power Ltd or BRD, to provide new
build development opportunities or run the solar farms by joint
venture. These developers interact with planning authorities,
landowners and local communities and assess the viability of
projects.
|
Community and
Environment
The
Company recognises that its investments can have an impact at the
local level. Community perception of renewable technology is
important as it feeds into local decision making, policy
development and ultimately planning requirements. Engagement
undertaken as part of the planning process helps develop positive
relationships with local stakeholders and obtain community support.
The Company's operations also have environmental impacts and
dependencies, and the Company recognises the opportunity it has to
enhance nature across its portfolio.
|
The Company has adopted a suite of
ESG policies to convey ESG expectations to key suppliers who
service its portfolio.
'Pioneering Positive Local Impact'
is a central pillar within the Company's ESG strategy, and social
and environmental risks are considered within the Company's risk
management processes.
Community stakeholders are engaged
as part of the development process of new assets, and once
operational, engagement is maintained through administration of
community benefit funds (where applicable). During the Year, the
Company delivered an educational programme to local schools; please
refer to the ESG report for further information.
The construction and operation of
renewable infrastructure assets can impact the local environment,
for example through land use change or disturbance to habitats and
species. The Company endeavours to minimise negative impacts where
possible, and the collection of asset-level environmental data
supports the Company in monitoring adverse environmental impacts.
Nature is also a key area of focus for the Company; please refer to
the ESG report for further information.
|
Based on stakeholder interaction
mentioned in the previous table, by way of example, a few key
decisions made in the Year to meet investor objectives are
described in the following table:
Key
Decision
|
Impact on Long-term Success
|
Stakeholder consideration
|
The Board announced in December 2023
the signing of a Memorandum of Understanding ('MOU') with GLIL
regarding the formation of the long-term Strategic Partnership
which commits both parties to investing together into UK focused
solar assets, from development through to operational
plants.
|
Current capital market conditions
make it difficult to raise new capital using the instruments which
have served the Company and its shareholders well through the past
ten years. In response, the Board has been evaluating how
best to continue BSIF's development programme, while maximising
value for our shareholders over the long term. The Strategic
Partnership with GLIL creates the opportunity for both parties to
invest in the sizeable renewable energy pipeline which our
Investment Adviser has identified, while responding to shareholder
feedback in reducing our short-term debt position.
|
The Strategic Partnership is acting
on feedback from our shareholders and enables BSIF to deliver on a
number of key areas simultaneously: to continue to keep investment
momentum in a difficult time for public market infrastructure funds
and diversify the portfolios revenues; to provide an additional
external validation of asset values; to create additional liquidity
and lower the Company's overall debt burden; and to partner with a
like-minded investment group.
|
The Board announced in February 2024
the commencement of a share buyback programme, allocating £20
million for the purchase of its own shares.
|
The share buyback programme
addresses shareholder concerns on the excessive discount at which
the Company's shares currently trade relative to the underlying
NAV, managing share price volatility.
|
The Board keeps its capital
allocation policy under regular review, evaluating the relative
merits of further investment (into both new and existing assets),
the management of debt and returning value to shareholders via
dividends or through other methods such as share
buybacks.
|
Delivery of educational site visits
to its recently completed construction project, Yelvertoft Solar
Farm, for local community members.
|
Engagement with communities can
support local understanding of how renewable projects contribute to
climate change mitigation, as well as strengthening community
relationships. This in turn supports the Company's social license
to operate.
|
Following engagement with the local
community via its development partner, Bluefield Development, the
Company delivered educational site visits to Yelvertoft Solar Farm
for a local primary school and scout group.
|
Commitment to adopt net zero
targets.
|
As a renewable energy company, the
Company is well positioned to support decarbonisation of the UK
energy sector. However, it also takes responsibility for its own
carbon emissions and recognises the importance of reducing these as
part of evidencing its own commitment to the net zero
transition.
|
The Investment Adviser relayed to
the Board Shareholders' increasing focus on net zero alignment. The
Company has subsequently adopted decarbonisation targets during the
reporting period.
|
The Board continues to engage with a
PR specialist to assist in taking proactive steps to influence HM
Government on proposed energy policies and gain support for
renewable and sustainable energy.
|
Educate stakeholders on importance
of solar power for energy security, reduced emissions and
cost-reduction
|
Build pro-solar allies and generate
political relationships to aid progress on the decarbonisation of
the UK energy markets.
|
Meriel Lenfestey
|
Elizabeth Burne
|
Director
|
Director
|
27 September 2024
|
27 September 2024
|
Report of the Directors
The Directors hereby submit the
annual report and financial statements of the Company for the year
ended 30 June 2024.
General Information
The Company is a non-cellular
company limited by shares incorporated in Guernsey under the Law on
29 May 2013. The Company's registration number is 56708, and it has
been registered and is regulated by the GFSC as a registered
closed-ended collective investment scheme and as a Green Fund after
successful application under the Guernsey Green Fund Rules to the
GFSC on 16 April 2019. The Company's Ordinary Shares were admitted
to the Premium Segment of the Official List and to trading on the
Main Market of the London Stock Exchange following its IPO which
completed on 12 July 2013.
Principal Activities
The principal activity of the
Company is to invest in a portfolio of large scale UK based solar,
wind and renewable energy infrastructure assets.
The Company has a progressive
dividend target. The dividend target for the financial year ending
30 June 2025 is 8.90pps.
Business Review
A review of the Company's business
and its likely future development is provided in the Chair's
Statement, in the Report of the Investment Adviser and Strategic
Report.
Listing Requirements
The Company has complied with the
applicable Listing Rules throughout the year.
Results and Dividends
The results for the year are set
out in the financial statements.
The dividends for the year are set
out in the financial statements in Note 14.
Share Capital
The Company has one class of
Ordinary Shares. The issued nominal value of the Ordinary Shares
represents 100% of the total issued nominal value of all share
capital. Under the Company's Articles, on a show of hands, each
shareholder present in person or by proxy has the right to one vote
at general meetings. On a poll, each shareholder is entitled to one
vote for every share held.
Shareholders are entitled to all
dividends paid by the Company and, on a winding up, providing the
Company has satisfied all of its liabilities, the Shareholders are
entitled to all of the surplus assets of the Company. The Ordinary
Shares have no right to fixed income.
Shareholdings of the Directors
The Directors of the Company and
their beneficial interests in the shares of the Company as at 30
June 2024 are detailed below:
Director
|
Ordinary Shares of £1 each
held 30 June 2024
|
% holding
at
30 June
2024
|
Ordinary Shares of £1 each
held 30 June 2023
|
% holding
at
30 June
2023
|
John Scott*
|
683,929
|
0.11
|
625,619
|
0.10
|
Elizabeth Burne
|
15,000
|
0.00
|
15,000
|
0.00
|
Michael Gibbons
|
37,800
|
0.01
|
-
|
-
|
Meriel Lenfestey
|
7,693
|
0.00
|
7,693
|
0.00
|
Chris Waldron*
|
55,000
|
0.01
|
N/A
|
N/A
|
Paul Le Page
|
N/A
|
N/A
|
35,000
|
0.01
|
*Including shares held by
PCAs
Directors' Authority to Buy Back Shares
The Board believes that the most
effective means of minimising any discount to NAV which may arise
on the Company's share price is to deliver strong, consistent
performance from the Company's investment portfolio in both
absolute and relative terms. However, the Board recognises that
wider market conditions and other considerations will affect the
rating of the Ordinary Shares. During the year, the Company
commenced share buybacks as it was assessed to be an economically
attractive investment opportunity. The share buybacks have been
done by means of the the Company repurchasing its Ordinary Shares.
Therefore, subject to the requirements of the Listing Rules, the
Law, the Articles and other applicable legislation, the Company may
purchase Ordinary Shares in the market in order to address any
imbalance between the supply of and demand for Ordinary Shares or
to enhance the NAV of Ordinary Shares.
In deciding whether to make any
such purchases the Board will have regard to what it believes to be
in the best interests of Shareholders and to the applicable
Guernsey legal requirements which require the Board to be satisfied
on reasonable grounds that the Company will, immediately after any
such repurchase, satisfy a solvency test prescribed by the Law and
any other requirements in its Articles. The making and timing of
any buybacks will be at the absolute discretion of the Board and
not at the option of the Shareholders. Any such repurchases would
only be made through the market for cash at a discount to
NAV.
On incorporation, the Company
passed a written resolution granting the Board general authority to
purchase in the market up to 14.99% of the Ordinary Shares in issue
immediately following Admission. A resolution to renew such
authority was passed by Shareholders at the AGM held on 28 November
2023. Therefore, authority was granted to the Board to
purchase in the market up to 14.99% of the Ordinary Shares in issue
immediately following the AGM held on 28 November 2023 at a price
not exceeding the higher of (i) 5% above the average mid-market
values of Ordinary Shares for the five Business Days before the
purchase is made or (ii) the higher of the last independent trade
or the highest current independent bid for Ordinary Shares. The
Board intends to seek renewal of this authority from the
Shareholders at the AGM scheduled to be held on 6 December
2024.
Pursuant to this authority, and
subject to the Law and the discretion of the Board, the Company may
purchase Ordinary Shares in the market on an ongoing basis with a
view to addressing any imbalance between the supply of and demand
for Ordinary Shares.
Ordinary Shares purchased by the
Company may be cancelled or held as treasury shares. The Company
may borrow and/or realise investments in order to finance such
Ordinary Share purchases.
The Company purchased 9,078,000
Ordinary Shares for treasury during the Year.
Directors' and Officers' Liability
Insurance
The Company maintains insurance in
respect of directors' and officers' liability in relation to their
acts on behalf of the Company. Insurance is in place, having been
renewed on 12 July 2024.
Substantial Shareholdings
As at 30 June 2024, the Company
had been notified of the following substantial voting rights over
3% as Shareholders of the Company.
Shareholder
|
Shareholding
|
|
% Holding
|
BlackRock
|
78,036,722
|
|
12.96
|
Hargreaves Lansdown, stockbrokers
(EO)
|
36,854,524
|
|
6.12
|
Gravis Capital Management
|
31,949,080
|
|
5.30
|
LGT Wealth Management
|
30,650,661
|
|
5.09
|
CCLA Investment
Management
|
25,953,700
|
|
4.31
|
Interactive Investor
(EO)
|
22,193,663
|
|
3.68
|
Total
|
225,638,350
|
|
37.46
|
The Directors confirm that there
are no securities in issue that carry special rights with regard to
the control of the Company. The Company also provides the same
information as at 2 September 2024, being the most current
information available.
Shareholder
|
Shareholding
|
|
% Holding
|
BlackRock
|
78,036,722
|
|
13.04
|
Hargreaves Lansdown, stockbrokers
(EO)
|
38,111,215
|
|
6.37
|
Gravis Capital Management
|
31,094,184
|
|
5.19
|
LGT Wealth Management
|
29,233,759
|
|
4.88
|
Interactive Investor (EO)
|
23,294,453
|
|
3.89
|
CCLA Investment
Management
|
21,389,838
|
|
3.57
|
West Yorkshire PF
|
18,873,092
|
|
3.15
|
AJ Bell, stockbrokers
|
18,007,124
|
|
3.01
|
Total
|
258,040,387
|
|
43.10
|
Independent Auditor
KPMG has been the Company's
external Auditor since the Company's incorporation. The Audit and
Risk Committee recommends retaining KPMG as Auditor, subject to
Shareholder approval at the forthcoming AGM. A resolution will be
proposed to reappoint them as Auditor and authorise the Directors
to determine the Auditor's remuneration for the ensuing year. The
Audit and Risk Committee will periodically review the appointment
of KPMG. Further information on the work of the Auditor is set out
in the Report of the Audit and Risk Committee.
Articles of Incorporation
The Company's Articles may be
amended only by special resolution of the Shareholders.
Going Concern
The Board, in its consideration of
going concern, has reviewed comprehensive cash flow forecasts
prepared by the Investment Adviser, as well as the performance of
the solar and wind plants currently in operation.
The Group has a committed
Revolving Credit Facility (RCF) of £210 million, with an
uncommitted accordion feature that allows for an additional £30
million. The facility is set to mature in May 2025. As of 30 June
2024, the Group had drawn £184 million from the RCF. After the
year-end, following the completion of Phase Two of the strategic
partnership with GLIL, £50.5 million was repaid, reducing the drawn
balance to £133.5 million.
The Investment Adviser is
currently in discussions with lenders to refinance and extend the
RCF by an additional two years in early 2025. Lenders have
indicated a strong interest in the extension. With robust cash
generation, the Board is confident that all debt repayments will be
met and confirms that no covenant breaches occurred during the
year.
UK inflation dropped from 10.7%
(RPI) in June 2023 to 2.9% in June 2024. In August 2024, the Bank
of England cut the Base Rate to 5.00%, with 5 year gilt rates now
below 4%. Lower interest rates reduce BSIF's credit costs, while
fixed-rate debt has significantly shielded it from rate
hikes.
BSIF has built a robust
development pipeline exceeding 1.5 GW, with two major solar
projects, Yelvertoft (48.4MW) and Mauxhall Farm (44.5MW), connected
to electricity network shortly after the Year end. Over 750 MW of
the pipeline is fully consented, ready for construction within five
years.
The Investment Adviser, with BSIF
Board approval, is actively managing the large pipeline, and is
planning to sell around a third of this based on funding
availability, a strategy which continues to be reviewed on a
regular basis.
BSIF's Investment Adviser focuses
on protecting and enhancing the operational portfolio through
proactive risk mitigation. A rolling capital investment programme
addresses key risks, such as long lead times for high voltage spare
parts, particularly central inverters. Significant inverter
revamping projects were completed, boosting performance in late
FY2023/24, with full benefits expected in FY2024/25. Additional
optimisation and repowering projects are planned for the upcoming
year.
The Board also notes that at the
AGM held on 28 November 2023, the shareholders of the Company voted
overwhelmingly in favour for the continuation of the Company for a
further 5 years.
Taking the above into account, at
the time of approving these accounts the Board has a reasonable
expectation that the Company has adequate resources to continue in
operational existence for the 12 months from the date of signing
the financial statements and does not consider there to be any
material threat to the viability of the Company. The Board has
therefore concluded that it is appropriate to adopt the going
concern basis of accounting in preparing the financial
statements.
Internal controls review
Taking into account the information
on Principal Risks and Uncertainties provided on pages 67 to 74 of
the strategic report and the ongoing work of the Audit and Risk
Committee in monitoring the risk management and internal control
systems on behalf of the Board, the Directors
· are
satisfied that they have carried out a robust assessment of the
Principal Risks and Uncertainties facing the Company, including
those that would threaten its business model, future performance,
solvency or liquidity; and
· have
reviewed the effectiveness of the risk management and internal
control systems and no significant failings or weaknesses were
identified.
Fair, Balanced and Understandable
The Board has considered whether
the Annual Report taken as a whole is fair, balanced and
understandable, taking into account the commentary and tone and
whether it includes the requisite information needed for
Shareholders to assess the Company's business model, performance
and strategy. In addition, the Board also questioned the Investment
Adviser on information included and excluded from the Annual
Report, and considered whether the narrative at the front of the
report is consistent with the financial statements. As a result of
this work, each of the Board members considers that the Annual
Report is fair, balanced and understandable and includes the
requisite information needed for Shareholders to assess the
Company's business model, performance and strategy.
Financial Risks Management Policies and
Procedures
Financial Risks Management Policies
and Procedures are disclosed in Note 15.
Principal Risks and Uncertainties
Principal Risks and Uncertainties
are discussed in the Strategic Report on pages 67 to 74.
Annual General Meeting
The AGM of the Company will be held
at 10.30am on 6 December 2024 at Floor 2, Trafalgar Court, Les
Banques, St Peter Port, Guernsey. Details of the resolutions to be
proposed at the AGM, together with explanations, will appear in the
Notice of Meeting to be distributed to Shareholders together with
this Annual Report.
Members of the Board will be in
attendance at the AGM and will be available to answer shareholder
questions.
By order of the Board
|
|
Director
|
Director
|
27 September 2024
|
27 September 2024
|
Board of Directors
John Scott (Chair and Chair of the Nomination
Committee)
John Scott was appointed as a
non-executive director of the Company on 12 June 2013
and is a former investment banker who spent 20
years with Lazard and has served on the boards of several
investment trusts. Mr Scott was Chair of Impax Environmental
Markets plc between May 2014 and May 2023. He has been Chair of JP
Morgan Global Core Real Assets since its flotation in 2019. In June
2017, he retired as Chair of Scottish Mortgage Investment Trust
PLC. He has an MA in Economics from Cambridge University and an MBA
from INSEAD.
Elizabeth Burne (Chair of the Audit and Risk
Committee)
Elizabeth Burne was appointed as a
non-executive director of the Company in October 2021, is a Fellow
of the Association of Chartered Certified Accountants with a First
Class Honours degree in Applied Accounting and over twenty years'
experience within the financial services sector across the Channel
Islands and Australia. Prior to becoming a non-executive director
Ms Burne was an audit director at PwC, working in alternative asset
management and insurance, assisting clients with strategic,
financial, risk and corporate governance matters. Ms Burne holds a
portfolio of non-executive directorships including HarbourVest
Global Private Equity Limited (a constituent of the FTSE 250
Index), as well as a number of private companies in the venture
capital, private equity, real estate and insurance
sectors.
Michael Gibbons (Senior Independent Director and Chair of
Remuneration Committee)
Michael Gibbons was appointed as a
non-executive director of the Company on 7 October 2022, holds an
MA from Downing College, Cambridge, is a Fellow of the Energy
Institute, and was awarded an OBE in 2008 and CBE in 2015 for
services to regulatory reform. Mr Gibbons has held a very wide
range of senior appointments in the private and public sectors,
including chairing the government's independent Regulatory Policy
Committee from 2009 - 2017. The main part of his private sector
career has been in the energy industry, taking senior positions in
ICI, Powergen and Elexon, who run central systems in the GB
wholesale electricity market, and where he was Chair from
2013-2022. Mr Gibbons has also worked on carbon capture and storage
at Board level for several developers and became Chair of the
Carbon Capture and Storage Association in 2014-2017. He was
also Chair of the British Committee of the World Energy Council
from 2009 to 2014.
Meriel Lenfestey (Chair of the Environmental, Social and
Governance Committee)
Meriel Lenfestey was appointed as
a non-executive director of the Company in April 2019. Ms Lenfestey
founded Flow Interactive in 1997, a London based Customer
Experience Consultancy assisting clients across many sectors
embracing digital transformation. Since exiting the business in
2016 she has held a portfolio of non-executive director and
advisory roles across Energy, Telecoms, Transport, Infrastructure,
Technology and local charities. She is a non-executive director at
International Public Partnerships (FTSE 250), Boku (FTSE AIM), and
Ikigai Ventures (FTSE All share). She also Chairs Jersey Telecom
(privately owned) as well as acting as a non-executive director at
Art for Guernsey, a local charity. Until February 2023 she was
Chair at Gemserv. She has an MA in Computer Related Design from the
Royal College of Art, a Financial Times Non-Executive Director
Diploma, is a Fellow of the RSA and sits on the Guernsey
IoD.
Chris Waldron (Chair of the Management Engagement and Service
Providers Committee)
Chris Waldron was appointed as a
non-executive director of the Company on 1 December 2023. Mr
Waldron has over 35 years' experience as an investment manager,
specialising in fixed income, hedging strategies and alternative
investment mandates and until 2013 was Chief Executive of the
Edmond de Rothschild Group in the Channel Islands. Prior to joining
the Edmond de Rothschild Group in 1999, Mr Waldron held investment
management positions with Bank of Bermuda, the Jardine Matheson
Group and Fortis but he is now primarily an independent
non-executive director of a number of listed funds and investment
companies. He is a Fellow of the Chartered Institute of Securities
and Investment.
Directors' Statement of Responsibilities
The Directors are responsible for
preparing the annual report and financial statements in accordance
with applicable law and regulations.
The Law requires the Directors to
prepare financial statements for each financial year. Under the
Law, the Directors have elected to prepare the financial statements
in accordance with IFRS as adopted by the EU and applicable law.
The financial statements are required by Law to give a true and
fair view of the state of affairs of the Company and of its profit
or loss for that year. In preparing these financial statements, the
Directors are required to:
· select suitable accounting policies and then apply them
consistently;
· make
judgments and estimates that are reasonable, and
prudent;
· state whether applicable accounting standards have been
followed, subject to any material departures disclosed and
explained in the financial statements;
· assess the Company's ability to continue as a going concern,
disclosing, as applicable, matters related to going concern;
and
· use
the going concern basis of accounting unless they either intend to
liquidate the Company or to cease operations, or have no realistic
alternative but to do so.
The Directors are responsible for
keeping proper accounting records that disclose with reasonable
accuracy at any time, the financial position of the Company and
enable them to ensure that the financial statements comply with the
Law. They are responsible for such internal control as they
determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to
fraud or error, and have general responsibility for taking such
steps as are reasonably open to them to safeguard the assets of the
Company and to prevent and detect fraud and other
irregularities.
So far as each Director is aware,
there is no relevant audit information of which the Company's
Auditor is unaware, and each Director has taken all the steps that
they ought to have taken as a Director in order to make themself
aware of any relevant audit information and to establish that the
Company's Auditor is aware of that information. This confirmation
is given and should be interpreted in accordance with the
provisions of section 249 of the Law.
The Directors are responsible for
the maintenance and integrity of the corporate and financial
information included on the Company's website, and for the
preparation and dissemination of Financial Statements. Legislation
in Guernsey governing the preparation and dissemination of
financial statements may differ from legislation in other
jurisdictions.
By order of the Board
|
|
Director
|
Director
|
27 September 2024
|
27 September 2024
|
Responsibility Statement of the Directors in Respect of the
Annual Report
Each of the Directors, whose names
are set out on pages 87 and 88 in the Board of Directors section of
the annual report, confirms that to the best of their knowledge
that:
· the
financial statements, prepared in accordance with IFRS, as adopted
by the EU give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Company;
· the
Management Report (comprising Chair's Statement, Strategic Report,
Report of the Directors and Report of the Investment Adviser)
includes a fair review of the development and performance of the
business and the position of the Company together with a
description of the principal risks and uncertainties on pages 67 to
74; and
Having taken advice from the Audit
and Risk Committee, the Directors consider the annual report and
financial statements, taken as a whole, is fair, balanced and
understandable and that it provides the information necessary for
Shareholders to assess the Company's position, performance,
business model and strategy.
By order of the Board
|
|
Director
|
Director
|
27 September 2024
|
27 September 2024
|
Corporate Governance Report
The Board recognises the importance
of sound corporate governance, particularly the requirements of the
AIC Code. The Company is currently complying with the latest AIC
code effective 1 January 2019.
The Company has been a member of
the AIC since 15 July 2013. The Board has considered the principles
and provisions of the AIC Code. The AIC Code provides a 'comply or
explain' code of corporate governance and addresses all the
principles set out in the UK Code as well as setting out additional
principles and recommendations on issues that are of specific
relevance to investment companies such as the Company. The Board
considers that reporting against the principles and recommendations
of the AIC Code provides better information to
Shareholders.
The GFSC issued a Guernsey Code
which came into effect on 1 January 2012. The introduction to the
Guernsey Code states that "Companies which report against the UK
Code or the AIC Code of Corporate Governance are also deemed to
meet this Code". Therefore, AIC members which are
Guernsey-domiciled and which report against the AIC Code are not
required to report separately against the Guernsey Code.
The AIC Code is available on the
AIC's website (www.theaic.co.uk). The UK Code is available from the
FRC's website (www.frc.org.uk).
The Guernsey code is available from the GFSC's website
(www.gfsc.gg).
Throughout the year ended 30 June
2024, the Company has complied with the provisions of the AIC Code
and the provisions of the UK Code, except to the extent highlighted
below.
Provision A.2.1 of the UK Code
requires a chief executive to be appointed; as an investment
company, however, the Company has no employees and therefore has no
requirement for a chief executive. Until its inaugural meeting on
28 November 2023, the Company had not established a remuneration
committee which was not in accordance with provisions B.2.1 and
D.2.1 of the UK Code, and Principle 7 of the AIC Code respectively.
The absence of an internal audit function is discussed in the
Report of the Audit and Risk Committee on page 104.
The
Board
The Directors' biographies are
provided on pages 87 and 88 which set out the range of investment,
financial and business skills and experience
represented.
John Scott was appointed on 12 June
2013, Meriel Lenfestey was appointed on 1 April 2019, Elizabeth
Burne was appointed on 7 October 2021, Michael Gibbons was
appointed on 7 October 2022 and Chris Waldron was appointed on 1
December 2023. The Board appointed Michael Gibbons as Senior
Independent Director effective from 29 November 2022 to fulfil any
function that is deemed inappropriate for the Chair to perform.
Paul Le Page was appointed on 12 June 2013 and he retired as a
Director of the Company on 30 September 2023.
The five Directors submit
themselves for re-election at the next AGM, which is due to take
place on 6 December 2024.
Any Director who is elected or
re-elected at that meeting is treated as continuing in office
throughout. If they are not elected or re-elected, they shall
retain office until the end of the meeting or (if earlier) when a
resolution is passed to appoint someone in their place or when a
resolution to elect or re-elect the Director is put to the meeting
and lost.
The Board is of the opinion that
members should be re-elected because they believe that they have
the right skills and experience to continue to serve the Company.
As recommended in Principle 7 of the AIC Code, the Board has
considered the need for a policy regarding tenure of service. As at
30 June 2024, one director had been on the Board for approximately
eleven years. The Board is cognisant of the AIC guidance around
Board member tenure and has taken positive action to address this
by implementing a carefully thought through succession plan that
manages the transition of corporate knowledge, recognises the
benefits of bringing new perspectives and diversity, all whilst
ensuring independence.
The Company's succession planning
includes the engagement of Fletcher Jones, a UK based Executive
Search practice which is independent of the Company. Fletcher Jones
were involved in the processes whereby Michael Gibbons and Chris
Waldron were appointed as Directors on 7 October 2022 and 1
December 2023 respectively. They are also currently assisting the
Company in the search for an additional Director in advance of the
planned retirement of John Scott in 2025, as noted in the Chair's
Statement.
The Board meets at least four times
a year in Guernsey, with unscheduled meetings held where required
to consider investment related or other issues. In addition, there
is regular contact between the Board, the Investment Adviser and
the Administrator. Furthermore, the Board requires to be supplied
in a timely manner with information by the Investment Adviser, the
Company Secretary and other advisers in a form and of a quality
appropriate to enable it to discharge its duties.
The Company has adopted a share
dealing code which applies to the Board and any persons discharging
managerial responsibilities. This is to ensure compliance by the
Board, and relevant personnel of the Investment Adviser, with the
requirements of the UK Market Abuse Regulations.
The Board monitors developments in
corporate governance to ensure the Board remains aligned with best
practice, especially with respect to the increased focus on
diversity. The Board acknowledges the importance of diversity,
including gender (as stated in Principle 7 of the AIC Code), for
the effective functioning of the Board and commits to supporting
diversity in the boardroom. It is the Board's aspiration to have
well-diversified representation, and it continues to value
directors with diverse skill sets, capabilities and experience
gained from different geographical and professional backgrounds
that enhance the Board by bringing a wide range of perspectives to
the Company. The Board is satisfied with the current composition
and functioning of its members and notes that we have 40% female
representation, exceeding the Hampton-Alexander Review
target.
Gender identity
|
Number of Board
members
|
Percentage of the
Board
|
Number of senior positions
on the Board
|
Men
|
3
|
60%
|
2
|
Women
|
2
|
40%
|
-
|
|
|
|
|
Ethnic background
|
|
|
|
White British or other White
(including minority-white groups)
|
5
|
100%
|
2
|
Other ethnic group
|
-
|
-%
|
-
|
The above information is based
upon an annual self-declaration from the Directors.
The Company has only two of the
senior roles specified by the Listing Rules, namely the positions
of Chair and Senior Independent Director. Both of these roles are
occupied by men. However, the Board considers that the chairs of
its permanent sub-committees are all senior positions. Currently
the Audit and Risk Committee and the ESG Committee are chaired by
women. The Board is cognisant that it does not currently have
minority ethnic representation and this is a key focus of its
succession planning.
Directors' Remuneration
The Chair was entitled to an
annual remuneration of £81,000
(2023: £68,906). The other Directors were
entitled to an annual remuneration of £54,000 (2023: £43,050). The Chair of the Nomination Committee
receives an additional annual fee of £3,000 (2023: N/A). The Chair
of the Remuneration Committee receives an additional annual fee of
£3,000 (2023: N/A). The Chair of the Environmental, Social and
Governance Committee receives an additional annual fee of
£7,000 (2023: £5,250). The Chair of the
Audit and Risk Committee receives an additional annual fee of
£11,000 (2023: £8,768). The Chair of the Management Engagement and
Service Providers Committee receives an additional annual fee of
£4,000 (2023: £3,150).
The remuneration earned by each
Director in the past two financial years was as follows:
Director
|
Year ended 30 June
2024
£
|
Year ended 30
June
2023
£
|
John Scott (appointed Chair on 29
November 2022)
|
75,960
|
58,326
|
Elizabeth Burne
|
57,943
|
45,389
|
Michael Gibbons (appointed 7 October
2022)
|
49,802
|
31,267
|
Meriel Lenfestey
|
54,650
|
46,965
|
Chris Waldron (appointed 1 December
2023)
|
32,839
|
N/A
|
Paul Le Page (retired 30 September
2023)
|
12,972
|
51,759
|
John Rennocks (retired 22 February
2023)
|
N/A
|
37,928
|
The total Directors' fees expense
for the year amounted to £284,166 (2023:
£271,634). As disclosed in Note 16, John Scott and Michael Gibbons
are directors of BR1, and have received remuneration in respect of
BR1.
All of the Directors are
non-executive and each is considered independent for the purposes
of Chapter 15 of the Listing Rules.
In accordance with Article 22 of
AIFMD, the Company shall disclose the total amount of remuneration
for the financial year, split into fixed and variable remuneration,
paid by the AIFM to its staff, and number of beneficiaries, and,
where relevant, carried interest paid by the AIF. As the Company is
categorised as an internally managed Non-EU AIFM for the purposes
of AIFMD, Directors' remuneration reflects this amount.
Duties and Responsibilities
The Board has overall
responsibility for optimising the Company's success by directing
and supervising the affairs of the business and meeting the
appropriate interests of shareholders and relevant stakeholders,
while enhancing the value of the Company and also ensuring the
protection of investors. A summary of the Board's responsibilities
is as follows:
· statutory obligations and public disclosure;
· strategic matters and financial reporting;
· investment strategy and management;
· risk
assessment and management including reporting, compliance,
governance, monitoring and control; and
· other matters having a material effect on the
Company.
The Directors have access to the
advice and services of the Administrator, who is responsible to the
Board for ensuring that Board procedures are followed and that it
complies with the Law and applicable rules and regulations of the
GFSC and the LSE. Where necessary, in carrying out their duties,
the Directors may seek independent professional advice and services
at the expense of the Company.
The Company maintains appropriate
directors' and officers' liability insurance in respect of legal
action against its Directors.
The Board's responsibilities for
the annual report are set out in the Directors' Responsibilities
Statement on page 89. The Board is also responsible for issuing
appropriate half-yearly financial reports and other price-sensitive
public reports.
The attendance record of the
Directors for the year to 30 June 2024 is set out below:
Director
|
John Scott
|
Elizabeth
Burne
|
Michael
Gibbons
|
Meriel
Lenfestey
|
Chris
Waldron*
|
Paul Le
Page**
|
Scheduled Board Meetings (max
4)
|
4
|
4
|
4
|
4
|
2 (max
2)
|
1 (max
1)
|
Ad-hoc Board Meetings (max
20)
|
15
|
20
|
18
|
18
|
10 (max
12)
|
5 (max
5)
|
Audit and Risk Committee Meetings
(max 9)
|
9
|
9
|
9
|
7
|
5 (max
5)
|
3 (max
3)
|
Management Engagement and Service
Providers Committee Meetings (max 3)
|
3
|
3
|
3
|
3
|
1 (max
1)
|
N/A
|
ESG Committee Meetings (max
3)
|
3
|
3
|
3
|
3
|
2 (max
2)
|
1 (max
1)
|
Nomination Committee Meetings (max
2)
|
2
|
2
|
2
|
2
|
1 (max
1)
|
N/A
|
RemCo Committee Meetings (max
4)
|
4
|
4
|
4
|
4
|
2 (max
3)
|
N/A
|
20 ad-hoc Board Meetings
were held during the year to formally review and
authorise each investment made by the Company and to consider
interim dividends, amongst other items.
The Board believes that, as a
whole, it comprises an appropriate balance of skills, experience,
age, knowledge and length of service. The Board also believes that
diversity of experience and approach, including gender diversity,
amongst Board members is of great importance and it is the
Company's policy to give careful consideration to issues of Board
balance when making new appointments. Any new Director appointed to
the Board will be provided with a bespoke induction programme
tailored to the individual needs of the Director.
Performance Evaluation
In accordance with Principle 7 of
the AIC Code, the Board is required to undertake a formal and
rigorous evaluation of its performance on an annual basis. A formal
evaluation of the performance of the Board as a whole, including
the Chair, is scheduled for completion in Q1 2025. The evaluation
is undertaken utilising self-appraisal questionnaires and is
followed by a detailed discussion of the outcomes which includes an
assessment of the Directors' continued independence.
*Appointed 1 December
2023
**Retired 30 September
2023
Committees of the Board
Audit and Risk Committee
The Board established an Audit and
Risk Committee in 2013. It is chaired by Elizabeth Burne. At the
date of this report the committee comprised all of the Directors
set out on page 3. The role and activities of this committee and
its relationship with the Auditor is contained in the Report of the
Audit and Risk Committee on pages 101 to 106. The Committee
operates within clearly defined terms of reference which are
available on the Company's website
(www.bluefieldsif.com).
Nomination Committee
The Board established a Nomination
Committee in 2022. It is chaired by John Scott and at the date of
this report comprised all of the Directors set out on page 3. The
principal functions of the Committee are to assist the Board in
filling vacancies on the Board and its committees and to review and
make recommendations regarding Board structure, size and
composition. The Committee shall meet at least once a
year.
The primary matters discussed and
activities undertaken by the Committee during the year
were:
· undertaking a Board evaluation review following completion of
a questionnaire by each individual Director;
· conducting a review of the Committee's own
performance;
· instigating a recruitment and appointment process for the
appointment of a sixth director which was ongoing at the year end;
and
· planning for an external board evaluation.
Management Engagement and Service Providers
Committee
The Board established a Management
Engagement and Service Providers Committee in 2022. It is chaired
by Chris Waldron and at the date of this report comprised all of
the Directors set out on page 3. The principal function of the
Committee is to review annually the contractual relationships with,
and scrutinise and hold to account the performance of, the
Investment Adviser. Additionally, the Committee shall review
annually the performance and terms of engagement of any other key
service providers to the Company as considered appropriate. The
Committee shall meet at least once a year.
The primary matters discussed and
activities undertaken by the Committee during the year
were:
· receiving a presentation from the Investment Adviser
summarising their performance and key differentiating
factors;
· carrying out a formal review of the Investment Advisory
Agreement, resulting in a change to the Investment Advisory
Fee;
· conducting a review of the Committee's own
performance;
· Board members performed on-site visits to the Investment
Adviser's offices in London as well as a local solar farm site,
with members from GLIL, the Company's strategic partner;
and
· conducting a detailed review of the performance of the
Company's key service providers.
ESG Committee
The Board established an ESG
Committee in 2022. It is chaired by Meriel Lenfestey and at the
date of this report comprised all of the Directors set out on page
3. The principal function of the Committee is to provide a forum
for mutual discussion, support and challenge of the Investment
Adviser with respect to ESG including, with respect to the policies
adopted by the Company, in respect to investment and divestment and
by the Investment Adviser with respect to asset management
activities and their reporting on ESG matters to the Committee and
Board. The Committee will also assist on such other matters related
to ESG as may be referred to it by the Board. The Committee shall
meet at least once a year.
The primary matters discussed and
activities undertaken by the Committee from the beginning of the
financial year to date were:
· receiving a presentation, and subsequently adopting, net zero
Targets for the Company;
· receiving a presentation to upskill the Committee on climate
risk activities undertaken for the Company, including development
of a climate adaptation plan; and
· conducting a review of the Committee's own
performance.
Please refer to the ESG report for
further information on these activities.
Remuneration Committee
The Board established a
Remuneration Committee in 2023. It is chaired by Michael Gibbons
and at the date of this report comprised all of the Directors set
out on page 3. The principal duties of the
Committee include regular reviews of the levels of remuneration of
the Directors of the Company and of BR1 and consideration of the
need to appoint external remuneration consultants and the terms of
reference for any such consultants. The Committee shall also ensure
that all provisions and requirements regarding the disclosure and
reporting of remuneration arrangements are fulfilled.
The primary matters discussed and
activities undertaken by the Committee during the year were as
follows:
· establishing the terms of reference of the committee with the
Board;
· a
Remuneration Review was undertaken with input from Trust
Associates, resulting in a Director fee uplift with effect from 1
January 2024 and a further increase in line with inflation with
effect from 1 July 2024 in order to align the fees with the
Company's financial year;
· a
Remuneration Policy was adopted;
· conducting a review of the Committee's own
performance;
· an
increase in BR1 fees was recommended to the BR1 Board of Directors;
and
· a
resolution will be proposed at this year's AGM to increase the
Directors' Fee Cap in the Articles to allow for the appointment of
an additional Director to facilitate the Board succession
plan.
Internal Control and Financial Reporting
The Board acknowledges that it is
responsible for establishing and maintaining the Company's system
of internal control and reviewing its effectiveness. Internal
control systems are designed to manage rather than eliminate the
failure to achieve business objectives and can only provide
reasonable but not absolute assurance against material
misstatements or loss. The Audit and Risk Committee reviews all
controls including operations, compliance and risk management. The
key procedures which have been established to provide internal
control are:
· the
Board has delegated the day-to-day operations of the Company to the
Administrator and the Investment Adviser; however, it remains
accountable for all of the functions it delegates;
· the
Board clearly defines the duties and responsibilities of the
Company's agents and advisers and appointments are made by the
Board after due and careful consideration. The Board monitors the
ongoing performance of such agents and advisers;
· the
Board monitors the actions of the Investment Adviser at regular
Board meetings and is also given frequent updates on developments
arising from the operations and strategic direction of the
underlying investee companies; and
· the
Administrator provides administration and company secretarial
services to the Company.
The Administrator maintains a system of internal control on which
it reports to the Board.
The Board has reviewed the need for
an internal audit function and has decided that the systems and
procedures employed by the Administrator and Investment Adviser,
including their own internal controls
and procedures, provide sufficient
assurance that a sound system of risk management and internal
control, which safeguards shareholders' investment and the
Company's assets, is maintained. An internal audit function
specific to the Company is therefore considered
unnecessary.
The systems of control referred to
above are designed to ensure effectiveness and efficient operation,
internal control and compliance with laws and regulations. In
establishing the systems of internal control, regard is paid to the
materiality of relevant risks, the likelihood of costs being
incurred and costs of control.
It follows therefore that the
systems of internal control can only provide reasonable but not
absolute assurance against the risk of material misstatement or
loss.
The Company has delegated the
provision of all services to external service providers whose work
is overseen by the Board at its quarterly meetings. Each year a
detailed review of performance pursuant to their terms of
engagement is completed by the Management Engagement and Service
Providers Committee and recommendations made to the
Board.
Investment Advisory Agreement
In accordance with Listing Rule
15.6.2(2)R, the Directors formally appraise the performance and
resources of the Investment Adviser.
The Investment Adviser, Bluefield
Partners, is led by its managing partners, James Armstrong and
Giovanni Terranova, who founded the Bluefield business in 2009
following their prior work together in European solar energy. Neil
Wood, who joined in 2013, was appointed partner in 2020 and runs
the Investment Adviser alongside the two founders. The Investment
Adviser's team has a combined record, prior to and including
Bluefield Partners LLP, of investing more than £1.6 billion
in renewable projects. The Investment Adviser's
non-executive team includes Mike Rand, Bluefield Partners founder
and former Managing Partner, William Doughty, the founding CEO of
Semperian; Dr. Anthony Williams, the former chair of the Risk
Committee for the Fixed Income, Currencies & Commodities
Division, and Partner at Goldman Sachs & Co; and Jon Moulton,
former managing partner and founder of Alchemy Partners.
The MESPC meets formally twice a
year to review the performance of key service providers and
dedicates one meeting to a detailed review of the Investment
Adviser. At that meeting in May 2024, the MESPC considered the
resources and experience of the Investment Adviser, its long term
record of investment and its operational performance. No material
issues were identified and the MESPC's recommendation to the Board
was that the continuing appointment of the Investment Adviser was
in the best interests of shareholders.
Dealings with Shareholders
The Board welcomes Shareholders'
views and places great importance on communication with its
shareholders. The Company's AGM will provide a forum for
shareholders to meet and discuss issues with the Directors of the
Company. Members of the Board will also be available to meet with
shareholders at other times, if required. In addition, the Company
maintains a website which contains comprehensive information,
including regulatory announcements, share price information,
financial reports, investment objectives and strategy and
information on the Board.
Principal and Emerging Risks
Each Director is aware of the
risks inherent in the Company's business and understands the
importance of identifying, evaluating, controlling and monitoring
these risks. The Board has adopted procedures and controls that
enable it to manage these risks within acceptable limits and to
meet all of its legal and regulatory obligations.
The Board considers the process
for identifying, evaluating, controlling and monitoring any
significant risks faced by the Company on an ongoing basis and
these risks are reported and discussed at Board meetings. It
ensures that effective controls are in place to mitigate these
risks and that a satisfactory compliance regime exists to ensure
all applicable local and international laws and regulations are
upheld.
The Company's Principal and
Emerging Risks are discussed in detail on pages 67 to 74 of the
Strategic Report. The Company's financial instrument risks are
discussed in Note 15 to the financial statements.
Changes in Regulation
The Board monitors and responds to
changes in regulation as they affect the Company and its
policies.
AIFMD
The EU Alternative Investment Fund
Managers Directive ("EU AIFMD") was introduced in 2014 in order to
harmonise the regulation of alternative investment fund managers
("AIFMs") and imposed obligations on AIFMs who manage or distribute
alternative investment funds ("AIFs"), such as the Company, in the
EU (which at that time also included the UK) or who wished to
market shares in such funds to professional investors in the EU
(including the UK). Since Brexit, EU AIFMD has been transposed into
UK domestic law by virtue of the European Union (Withdrawal) Act
2018, as amended, ("UK AIFMD" and together with EU AIFMD, "AIFMD"),
with EU AIFMD continuing to regulate AIFMs' activities in the EU
and the marketing of an AIF's shares to professional investors in
the EU, and UK AIFMD similarly applying to such activities in the
UK and the marketing of an AIF's shares to UK professional
investors.
The Company was established in
Guernsey in 2013 as a self-managed Non-EU/Non-UK AIF. Additionally,
upon the implementation of EU AIFMD, the Company took advice on and
implemented sufficient and appropriate policies and procedures that
enable the Board to fulfil its role in relation to the functions of
both portfolio management and risk management. The Company is
therefore categorised as an internally managed Non-EU/Non-UK AIFM
for the purposes of AIFMD and as such neither it nor the Investment
Adviser is required to seek authorisation under AIFMD.
The marketing of shares in AIFs
that are established outside the UK and the EU (such as the
Company) to UK professional investors or to professional investors
in any EU member state is prohibited unless certain conditions are
met. Certain of these conditions are outside the Company's control
as they are dependent on the regulators of the relevant third
country (in this case Guernsey) and the UK (or relevant EU member
state, as applicable) entering into regulatory co-operation
agreements with one another.
Currently, the Company is only
able to market its shares to professional investors in the UK and
the EU to the extent that it complies with the applicable National
Private Placing Regime ("NPPR"), if any.
The Board is currently permitted
to market the Company's shares to professional investors in the UK
pursuant to Regulation 59 of the UK Alternative Investment
Fund Managers Regulations 2013 (as amended). In addition, the
Company is also permitted to market its shares to professional
investors in The Republic of Ireland, the Netherlands and
Luxembourg pursuant to their respective NPPRs. The Board works with
the Company's professional advisers to ensure the necessary
conditions are met, and all required notices and disclosures are
made under each applicable NPPR to enable the Company to continue
marketing its shares to professional investors in the UK and the
other relevant EU member states. In conjunction with the Company's
professional advisers, the Board also monitors any developments in
AIFMD which might impact the Company in the future.
Any regulatory changes arising
under AIFMD, the applicable NPPRs or otherwise that limit the
Company's ability to market future issues of its shares to
professional investors in the UK and/or the EU may materially
adversely affect the Company's ability to carry out its investment
policy successfully and to achieve its investment objectives, which
in turn may adversely affect the Company's business, financial
condition, results of operations, NAV and/or the market price of
its shares.
FATCA and CRS
The Company is registered under
FATCA and continues to comply with FATCA and the Common Reporting
Standard's requirements to the extent relevant to the
Company.
PRIIPs
The Company is in compliance with
the requirement to publish a key information document ("KID") under
both the EU and UK PRIIPs Regulations. The current KIDs (one
prepared in accordance with the EU PRIIPs Regulation and the other
prepared in accordance with the UK PRIIPs Regulation) are available
on the Company's website.
Consumer Duty
On 31 July 2023 the FCA introduced
a new Principle for Businesses (Principle 12) applicable to
authorised firms in the UK which carry on 'retail market business'
and who can determine, or materially influence retail customer
outcomes. This new Principle 12 was accompanied by a package of
rules and guidance, which are collectively known as the Consumer
Duty.
The Company is not subject to the
Consumer Duty as it is not an FCA authorised firm. However, the
Company is aware that its shares may be held by or on behalf of
retail customers, and that other firms within the distribution
chain of its shares are within scope of the Consumer Duty
requirements. Accordingly, it is the Board's intention that the
Company will respond to information and other requests from UK
authorised firms in the distribution chain of the Company's shares
in such a way as to support their compliance with the Consumer
Duty.
NMPI
The UK Financial Conduct
Authority's rules (the "FCA Rules") restrict the marketing within
the UK of certain pooled investments or funds referred to in the
FCA Rules as "non mainstream pooled investments" ("NMPIs") to
ordinary retail clients. These rules took effect on 1 January 2014.
The Company conducts its affairs such that its shares are excluded
from the FCA's restrictions which apply to NMPI products because
its shares are shares in an investment company which, if it were
domiciled in the UK, would currently qualify as an "investment
trust". It is the Board's intention that the Company will make all
reasonable efforts to continue to conduct its affairs in such a
manner that its shares can continue to be recommended by
independent financial advisers to UK retail investors in accordance
with the FCA Rules relating to NMPIs.
Guernsey Green Fund Status
The Guernsey Green Fund aims to
provide a platform for investments into various green initiatives
and gives investors a trusted and transparent product that
contributes to the internationally agreed objectives of mitigating
environmental damage and climate change. The Company successfully
obtained Guernsey Green Fund Status on 16 April 2019.
Following an application to the
GFSC, the Company was deemed to have met the following investment
criteria outlined in the Guernsey Green Fund Rules,
2021:
· The
Property of a Guernsey Green Fund shall be invested with the aim of
spreading risk and with the ultimate objective of mitigating
environmental damage resulting in a net positive outcome for the
environment;
· A
Guernsey Green Fund shall comprise 75% assets by value that meet
the Guernsey Green Fund Rules criteria. The remaining 25%
must not lessen or reduce the Guernsey Green Fund's overall
objective of mitigating environmental damage nor comprise an
investment of a type specified within schedule 3 of the Guernsey
Green Fund Rules, 2021;
· A
Guernsey Green Fund shall only comprise assets permitted to be held
under its principal documents or prospectus and of a nature
described in its prospectus; and
· A
Guernsey Green Fund shall not be invested in contravention of
limits or restrictions imposed under its principal documents or
prospectus.
The Company fulfils the above
investment criteria by investing in a diversified portfolio of
renewable energy assets, each located within the UK, with a focus
on utility scale assets and portfolios on greenfield sites. The
Group targets long life renewable energy infrastructure, expected
to generate energy output over asset lives of at least 25 years.
The Company incorporates Environmental Social & Governance
policies into its investment processes and is actively monitoring
and working to improve its environmental and social impact. The
production of renewable energy equates to a significant amount of
CO2 emissions saved, representing a sustainable and ethical
investment.
By order of the Board
|
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Director
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Director
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27 September 2024
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27 September 2024
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Report of Audit and Risk Committee
The Audit and Risk Committee,
chaired by Elizabeth Burne and comprising all of the Directors set
out on page 3, operates within clearly defined terms of reference
(which are available from the Company's website,
www.bluefieldsif.com) and includes all matters indicated by Rule
7.1 of the UK FCA's DTRs and the AIC Code. It is also the formal
forum through which the Auditor will report to the Board of
Directors.
The Audit and Risk Committee meets
no less than three times a year, and at such other times as the
Audit and Risk Committee shall require, and meets the Auditor at
least twice a year. Any member of the Audit and Risk Committee may
request that a meeting be convened by the company secretary. The
Auditor may request that a meeting be convened if they deem it
necessary. Any Director who is not a member of the Audit and Risk
Committee, the Administrator and representatives of the Investment
Adviser shall be invited to attend the meetings as the Directors
deem appropriate.
The Board has taken note of the
requirement that at least one member of the Committee should have
recent and relevant financial experience and is satisfied that the
Committee is properly constituted in that respect, with one of its
members who is a qualified accountant and three members with an
investment background.
Responsibilities
The main duties of the Audit and
Risk Committee are:
· monitoring the integrity of the interim and annual financial
statements of the Company and any formal announcements relating to
the Company's financial performance and reviewing significant
financial reporting judgements contained in them;
· reporting to the Board on the appropriateness of the Board's
accounting policies and practices including critical judgement
areas;
· reviewing the valuation of the Company's investments prepared
by the Investment Adviser, and making a recommendation to the Board
on the valuation of the Company's investments;
· reviewing the going concern assumption and any statements
regarding the future prospects or longer-term viability of the
Company;
· meeting regularly with the Auditor to review their proposed
audit plan (including the audit approach) and the subsequent audit report and assess the effectiveness
of the audit process and the levels of fees paid in respect of both
audit and non-audit work;
· making recommendations to the Board in relation to the
appointment, reappointment or removal of the Auditor and approving
their remuneration and the terms of their engagement;
· monitoring and reviewing annually the Auditor's independence,
objectivity, expertise, resources, qualification and non-audit
work;
· considering annually whether there is a need for the Company
to have its own internal audit function;
· keeping under review the effectiveness of the accounting and
internal control systems of the Company;
· reviewing compliance with the Listing Rules, Disclosure
Guidance and Transparency Rules, the provisions of the UK Corporate
Governance Code, AIC Code of Corporate Governance and associated
guidance and other legal and regulatory requirements;
and
· overseeing and assessing the effectiveness of the Company's
risk framework to ensure appropriate risk management and regulatory
compliance processes are operating.
The Audit and Risk Committee is
required to report formally to the Board on its findings after each
meeting on all matters within its duties and
responsibilities.
The Auditor is invited to attend
the Audit and Risk Committee meetings as the Committee deems
appropriate and at which they have the opportunity to meet with the
Committee without representatives of the Investment Adviser or the
Administrator being present at least once per year.
Financial Reporting
In relation to the financial
reporting, the Audit and Risk Committee, with the Administrator,
Investment Adviser and the Auditor, reviewed the appropriateness of
the interim and annual financial statements, concentrating on,
amongst other matters:
· the
quality and acceptability of accounting policies and
practices;
· the
clarity of the disclosures and compliance with financial reporting
standards and relevant financial and governance reporting
requirements;
· material areas in which significant judgements were applied
or there had been discussion with the Auditor;
· that
the annual report and financial statements, taken as a whole, are
fair, balanced and understandable and provide the information
necessary for Shareholders to assess the Company's performance,
business model and strategy; and
· addressing any correspondence from regulators in relation to
the Company's financial reporting.
To aid its review, the Audit and
Risk Committee considered reports from the Administrator and
Investment Adviser and also reports from the Auditor on the
outcomes of their half year review and annual audit. Like the
Auditor, the Audit and Risk Committee displayed the necessary
professional scepticism their role requires.
Meetings
The Committee has met formally on
10 occasions in the year covered by this report. The matters
discussed and challenged at those meetings were:
· consideration and agreement of the terms of reference of the
Audit and Risk Committee for approval by the Board;
· review of the Company's risk framework, including the
Company's risk appetite, business objectives, risk cards and risk
matrix;
· determination of the Company's Principal Risks and
Uncertainties;
· review of the internal controls systems;
· review of the accounting policies and format of the interim
and annual financial statements;
· review and approval of the terms of engagement,
audit/non-audit fees and the audit plan of the Auditor and
timetable for the interim and annual financial
statements;
· review of the valuation policy and methodology of the
Company's investments applied in the interim and annual financial
statements;
· detailed review of the interim and annual report and
financial statements;
· assessment of the audit tenure, independence and
effectiveness of the external audit process as described below;
and
· assessment of the Committee's performance.
Primary Area of Judgement
The Audit and Risk Committee
determined that the key risk of misstatement of the Company's
financial statements is the fair value of the investments held by
the Company in the context of the high degree of judgement involved
in the assumptions and estimates underlying the discounted cash
flow calculations.
As outlined in Note 8 of the
financial statements, the fair value of the BR1's investments
(Directors' Valuation) as at 30 June 2024 was £965,549,054
(2023: £1,018,350,175). Market quotations are not
available for these investments so their valuation is undertaken
using a discounted cash flow methodology. The Directors have also
considered transactions in similar assets and used these to infer
the discount rate. Significant inputs such as the discount rate,
rate of inflation, power price forecast and the amount of
electricity the renewable energy infrastructure assets are expected
to produce are subjective and include certain assumptions. As a
result, this requires a series of judgements to be made as
explained in Note 8 in the financial statements.
The valuation of BR1's portfolio
of renewable energy infrastructure assets (Directors' Valuation) as
at 30 June 2024 has been determined by the Board based on
information provided by the Investment Adviser.
The Audit and Risk Committee also
reviewed and suggested factors that could impact BR1's portfolio
valuation and its related sensitivities to the carrying value of
the investments as required in accordance with IPEV Valuation
Guidelines.
The Audit and Risk Committee
remains satisfied that the valuation techniques used are
appropriate for the Company's investments and consistent with the
requirements of IFRS. The Audit and Risk Committee, informed by the
Company's Administrator, Investment Adviser and Auditor, ensures
that the Board is kept regularly informed of relevant updates or
changes to IFRS that may impact the Company, including but not
limited to valuation principles.
Risk Management and Internal Controls
The Audit and Risk Committee is
responsible for the Company's system of internal controls and
overall risk framework, it considers the potential impact and
likelihood of each of the Company's material risks occurring and
monitors the effectiveness of the material controls/mitigants in
operation. As part of this process the Committee also takes time to
consider emerging risks at least twice a year as well as whether
there is a need for the Company to engage third party experts to
perform separate assurance engagements over specific risk
areas.
The risk management framework used
by the Company ensures that all decisions taken in pursuit of the
Company's business objectives are within the Company's risk
appetite parameters. However, the Board acknowledges that internal
controls can only be designed to manage rather than irradicate
risks that could threaten the Company's business objectives being
achieved. They provide reasonable, but not absolute assurance
against material misstatement or loss and rely on the internal
control environments at its key service providers operating
effectively.
A full review of the Company's
risk framework, including the way in which material risks are
identified/assessed, how effectively they are controlled/mitigated
and how they are reported was conducted during the year enhancing
the relevancy and quality of information delivered to the Committee
for consideration. A key outcome of the Committee's work is the
assessment of the Principal Risks and Uncertainties as set out on
pages 67 to 74 of the Strategic Report.
Internal Audit
The Audit and Risk Committee
considers at least once a year whether there is a need for an
internal audit function. Currently it does not consider there to be
a need for an internal audit function, given that there are no
employees in the Company and all outsourced functions are with
parties who have their own internal controls and
procedures.
FRC Reviews
The Audit Quality Review Team of
the Financial Reporting Council ("FRC") performed a review of the
audit of the Company for the year ended 30 June 2023 with no major
findings arising from their review. In the opinion of the Audit and
Risk Committee the outcome was satisfactory, which provides further
comfort on the effectiveness of KPMG.
The FRC also reviewed the
Company's Annual Report and Financial Statements for the year ended
30 June 2023. Based on their review, the FRC wrote to the Company
on 29 February 2024 stating there were no questions or queries that
the FRC wished to raise with the Company at that time. However, the
FRC noted some matters where they believed that users of the
financial statements would benefit from improvements to the
existing reporting.
The Company has endeavoured to
address these matters in the financial statements. This included
additional disclosure on the significant judgements involved in
determining that the Company is an investment entity (see note 2
(c) on page 119) and providing more clarity on the amount of gains
or losses on financial assets attributable to changes in unrealised
gains or losses (see note 8 on page 126).
The FRC notes that its review does
not provide assurance that the Annual Report and Financial
Statements are correct in all material respects and that its role
is not to verify the information provided but to consider
compliance with reporting requirements.
External Audit
KPMG was initially appointed as
the Company's external auditor at inception of the Company and
retained appointment following an extensive, robust and competitive
audit tender process being conducted in the prior year. The
conclusion from this process was that, of those firms who
participated in the tender, KPMG offered the most compelling case
for the provision of a high quality audit at good value for
Shareholders. The resolution to reappoint KPMG was passed at the
Company's AGM in November 2023.
The Auditor is required to rotate
the audit partner every five years. The current Audit Partner,
Barry Ryan, is in his third year of tenure. There are no
contractual obligations restricting the choice of external
auditor.
The objectivity of the Auditor is
reviewed by the Audit and Risk Committee which also reviews the
terms under which the external Auditor may be appointed to perform
non-audit services. The Audit and Risk Committee reviews the scope
and results of the audit, its cost effectiveness and the
independence and objectivity of the Auditor, with particular regard
to any non-audit work that the Auditor may undertake.
In order to safeguard Auditor
independence and objectivity, the Audit and Risk Committee ensures
that any advisory and/or consulting services provided by the
external Auditor do not conflict with its statutory audit
responsibilities. Advisory and/or consulting services will
generally cover only reviews of interim financial statements and capital raising
work. Any non-audit services conducted by the Auditor outside of
these areas will require the consent of the Audit and Risk
Committee before being initiated.
During the year, KPMG was engaged
to provide a review of the Company's interim financial statements.
Total fees paid by the Company and its subsidiaries amounted to
£873,285 (30 June 2023: £864,174), fees for the Company itself
amounted to £171,315 for the year ended 30 June 2024 (30 June 2023:
£157,325) of which £123,815 related to
audit and audit related services to the Company (30 June 2023:
£112,325) and £47,500 in respect of non-audit services (30 June
2023: £45,000).
The Audit and Risk Committee
considers KPMG to be independent of the Company and that the
provision of services relating to the review of the interim
financial statements (being considered a non-audit service) is not
a threat to the objectivity and independence of the conduct of the
audit as appropriate safeguards are in place.
In line with the Company's policy
on the provision of non-audit services, the external Auditor may
not undertake any work for the Company in respect of the following
matters: preparation of the financial statements; provision of
investment advice; taking management decisions; advocacy work in
adversarial situations; provision of tax and tax compliance
services; promotion of, dealing in, or underwriting the Company's
shares; provision of payroll services; design or implementation of
internal control or risk management or financial information
technology systems, provision of valuation services, provision of
services related to internal audit; and provision of certain human
resources functions.
To fulfil its responsibility
regarding the independence of the Auditor, the Audit and Risk
Committee has considered:
· the
discussions with, and reports from the Auditor describing how they
safeguard and maintain their independence and the arrangements in
place to identify, report and manage any actual or perceived
conflicts of interest;
· the
extent of non-audit services provided by the Auditor;
and
· arrangements in place to ensure the Auditor's objectivity,
robustness and perceptiveness when handling key accounting and
audit judgements.
To assess the effectiveness of the
Auditor, the Committee sought feedback from the Company's Auditor,
Investment Adviser and Company Administrator/Secretary on the
conduct and quality of the previous year's audit. The
feedback received, via the use of a detailed questionnaire and
follow-up discussion session, focused on:
· the
Auditor's fulfilment of the agreed audit plan (including the audit
approach) and variations from it;
· the
quality, objectivity, robustness (level of challenge and
professional scepticism) and independence of the audit;
· the
robustness of the Auditor in handling key accounting and audit
judgements;
· the
audit team structure and culture;
· the
quality and timeliness of reporting and communication;
and
· any
issues that arose during the course of the audit.
Based on the findings of the
review, the Audit and Risk Committee concluded it was satisfied
with KPMG's effectiveness, robustness and independence as Auditor,
having considered the degree of diligence and professional
scepticism demonstrated by them, and therefore concluded that
KPMG's appointment as the Company's auditor should be
continued.
Other matters
In line with the Committee's terms
of reference, a review of the performance of the Committee was
conducted during the year which concluded that all responsibilities
of the Committee had been sufficiently undertaken.
If any shareholders would like
further information about the Audit and Risk Committee's activities
and operations the Chair of the Audit and Risk Committee, or any of
the other members of the Committee, would be pleased to discuss,
otherwise will be available at the AGM to answer any
questions.
On behalf of the Audit and Risk
Committee
Elizabeth Burne
Chair of the Audit and Risk
Committee
27 September 2024
Independent Auditor's Report to the Members of Bluefield
Solar Income Fund Limited
Our opinion is unmodified
We have audited the financial
statements of Bluefield Solar Income Fund Limited (the "Company"),
which comprise the statement of financial position as at 30 June
2024, the statements of comprehensive income, changes in
equity and cash flows for the year then ended, and notes,
comprising material accounting policies and other explanatory
information.
In our opinion, the accompanying financial
statements:
·
give a true and fair view of the financial
position of the Company as at 30 June 2024, and of the Company's
financial performance and cash flows for the year then
ended;
·
are prepared in accordance with International
Financial Reporting Standards as adopted by the EU; and
·
comply with the Companies (Guernsey) Law,
2008.
Basis for opinion
We conducted our audit in
accordance with International Standards on Auditing (UK) ("ISAs
(UK)") and applicable law. Our responsibilities are described
below. We have fulfilled our ethical responsibilities under, and
are independent of the Company in accordance with, UK ethical
requirements including the FRC Ethical Standard as required by the
Crown Dependencies' Audit Rules and Guidance. We believe that the
audit evidence we have obtained is a sufficient and appropriate
basis for our opinion.
Key audit matters: our assessment of the risks of material
misstatement
Key audit matters are those matters
that, in our professional judgment, were of most significance in
the audit of the financial statements and include the most
significant assessed risks of material misstatement (whether or not
due to fraud) identified by us, including those which had the
greatest effect on: the overall audit strategy; the allocation of
resources in the audit; and directing the efforts of the engagement
team. These matters were addressed in the context of our audit of
the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these
matters. In arriving at our audit opinion above, the key audit
matter was as follows (unchanged from 2023):
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The risk
|
Our response
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Valuation of financial assets held at fair value through
profit or loss
£780,043,000 (2023:
£852,844,000)
Refer to Report of the Audit and
Risk Committee on pages 101 to 106, note 2(j) accounting policy and
note 8 disclosures.
|
Basis:
The Company's investment in its
immediate subsidiary is carried at fair value through profit or
loss and represents a significant proportion of the Company's net
assets (2024: 99.8%; 2023: 99.8%). The fair value of the immediate
subsidiary, which reflects its net asset value, predominantly
comprises of the fair value (£965,549,000) of underlying special
purpose vehicle renewable project investments ("SPVs") and the
immediate subsidiary level debt (see note 8).
The fair value of the SPVs has been
determined using the income approach, discounting the future cash
flows of underlying renewable projects (the "Valuations"), for
which there is no liquid market. The Valuations incorporate certain
assumptions including discount rate, power price forecasts,
inflation, energy yield, and other macro-economic assumptions. The
non-operational renewable asset SPVs are valued at their costs as
an approximation of their fair value.
The Valuations are adjusted for
other specific assets and liabilities of the SPVs.
Risk:
The Valuations represent both a
risk of fraud and error associated with estimating the timing and
amounts of long term forecast cash flows alongside the significant
judgement involved in the selection, and application, of
appropriate assumptions. Changes to long term forecast cash flows
and/or the selection and application of different assumptions may
result in a materially different valuation of financial assets held
at fair value through profit or loss.
We therefore determined that the
Valuations have a high degree of estimation uncertainty giving rise
to a potential range of reasonable outcomes greater than our
materiality for the financial statements as a whole. The financial
statements disclose in note 8 the sensitivities estimated by the
Company.
|
Our audit procedures included, but were not limited
to:
Control
evaluation:
We assessed the design and
implementation of the control over the Valuation of financial
assets held at fair value through profit or loss.
Valuation model integrity and
model inputs:
·
We tested the valuation model for mathematical
accuracy including, but not limited to, material formulae
errors;
·
We agreed a risk based selection of key inputs
used in the valuation model, such as power price forecasts,
contracted revenue and operating costs to supporting
documentation;
·
We agreed a value driven sample of balances within
the residual net asset amounts at subsidiary and SPV levels to
supporting documentation, such as independent bank confirmations
and other source documentation;
·
We obtained and vouched significant additions to
non-operational renewable assets during the year to supporting
documentation; and
·
In order to assess the reliability of management's
forecasts, for a risk based selection, we assessed the historical
accuracy of the cash flow forecasts against actual
results.
Benchmarking the valuation
assumptions:
With support from our KPMG
valuation specialist, we challenged the appropriateness of the
Company's valuation methodology and key assumptions including
discount rate, power price forecasts, inflation, energy yield and
other macro-economic assumptions applied, by:
·
assessing the appropriateness of the valuation
methodology applied by the Investment Adviser;
·
benchmarking against independent market data and
relevant peer group companies;
·
challenging the energy yield assumptions in the
valuation model, by reference to due diligence reports prepared by
third-party engineers or historical performance;
·
comparing, where appropriate, the valuation of
underlying renewable projects to market transactions in close
proximity to year end; and
·
using our KPMG valuation specialist's experience
in valuing similar investments.
Assessing
transparency:
We considered the appropriateness
and adequacy of the disclosures made in the financial statements
(see notes 2(j), 3 and 8) in relation to the use of estimates and
judgements regarding the fair value of investments, the valuation
estimation techniques inherent therein and fair value disclosures
for compliance with International Financial Reporting Standards as
adopted by the EU.
|
Our application of materiality and
an overview of the scope of our audit
Materiality for the financial
statements as a whole was set at £16,600,000, determined with
reference to a benchmark of net assets of £781,557,000,
of which it represents approximately 2% (2023: 2%).
In line with our audit methodology,
our procedures on individual account balances and disclosures were
performed to a lower threshold, performance materiality, so as to
reduce to an acceptable level the risk that individually immaterial
misstatements in individual account balances add up to a material
amount across the financial statements as a whole. Performance
materiality for the Company was set at 75% (2023: 75%) of
materiality for the financial statements as a whole, which equates
to £12,400,000. We applied this percentage in our determination of
performance materiality because we did not identify any factors
indicating an elevated level of risk.
We reported to the Audit Committee
any corrected or uncorrected identified misstatements exceeding
£830,000, in addition to other identified misstatements that
warranted reporting on qualitative grounds.
Our application of materiality and
an overview of the scope of our audit (continued)
Our audit of the Company was
undertaken to the materiality level specified above, which has
informed our identification of significant risks of material
misstatement and the associated audit procedures performed in those
areas as detailed above.
Going concern
The directors have prepared the
financial statements on the going concern basis as they do not
intend to liquidate the Company or to cease its operations, and as
they have concluded that the Company's financial position means
that this is realistic. They have also concluded that there are no
material uncertainties that could have cast significant doubt over
its ability to continue as a going concern for at least a year from
the date of approval of the financial statements (the "going
concern period").
In our evaluation of the directors'
conclusions, we considered the inherent risks to the Company's
business model and analysed how those risks might affect the
Company's financial resources or ability to continue operations
over the going concern period. The risks that we considered
most likely to affect the Company's financial resources or ability
to continue operations over this period were:
·
Availability of capital to meet operating costs
and other financial commitments; and
·
Ability of the Company's subsidiaries to refinance
or repay debt and to comply with debt covenants
We considered whether these risks
could plausibly affect the liquidity in the going concern period by
comparing severe, but plausible downside scenarios that could arise
from these risks individually and collectively against the level of
available financial resources indicated by the Company's financial
forecasts.
We considered whether the going
concern disclosure in note 2(b) to the financial statements gives a
full and accurate description of the directors' assessment of going
concern.
Our conclusions based on this
work:
·
we consider that the directors' use of the going
concern basis of accounting in the preparation of the financial
statements is appropriate;
·
we have not identified, and concur with the
directors' assessment that there is not, a material uncertainty
related to events or conditions that, individually or collectively,
may cast significant doubt on the the Company's ability to continue
as a going concern for the going concern period; and
·
we have nothing material to add or draw attention
to in relation to the directors' statement in the notes to the
financial statements on the use of the going concern basis of
accounting with no material uncertainties that may cast significant
doubt over the Company's use of that basis for the going concern
period, and that statement is materially consistent with the
financial statements and our audit knowledge.
However, as we cannot predict all
future events or conditions and as subsequent events may result in
outcomes that are inconsistent with judgements that were reasonable
at the time they were made, the above conclusions are not a
guarantee that the Company will continue in operation.
Fraud and breaches of laws and
regulations - ability to detect
Identifying and responding to risks
of material misstatement due to fraud
To identify risks of material
misstatement due to fraud ("fraud risks") we assessed events or
conditions that could indicate an incentive or pressure to commit
fraud or provide an opportunity to commit fraud. Our risk
assessment procedures included:
·
enquiring of management as to the Company's
policies and procedures to prevent and detect fraud as well as
enquiring whether management have knowledge of any actual,
suspected or alleged fraud;
·
reading minutes of meetings of those charged with
governance; and
·
using analytical procedures to identify any
unusual or unexpected relationships.
As required by auditing standards,
and taking into account possible incentives or pressures to
misstate performance and our overall knowledge of the control
environment, we perform procedures to address the risk of
management
Fraud and breaches of laws and
regulations - ability to detect (continued)
Identifying and responding to risks
of material misstatement due to fraud (continued)
override of controls, in particular
the risk that management may be in a position to make inappropriate
accounting entries, and the risk of bias in accounting estimates
such as the valuation of unquoted investments. On this audit we do
not believe there is a fraud risk related to revenue recognition
because the Company's revenue streams are simple in nature with
respect to accounting policy choice, and are easily verifiable to
external data sources or agreements with little or no requirement
for estimation from management. We did not identify any additional
fraud risks.
We performed procedures
including:
·
identifying journal entries and other adjustments
to test based on risk criteria and comparing any identified entries
to supporting documentation;
·
incorporating an element of unpredictability in
our audit procedures; and
assessing significant accounting
estimates for bias.
Further detail in respect of
valuation of unquoted investments is set out in the key audit
matter section of this report.
Identifying and responding to risks
of material misstatement due to non-compliance with laws and
regulations
We identified areas of laws and
regulations that could reasonably be expected to have a material
effect on the financial statements from our sector experience and
through discussion with management (as required by auditing
standards), and from inspection of the Company's regulatory and
legal correspondence, if any, and discussed with management the
policies and procedures regarding compliance with laws and
regulations. As the Company is regulated, our assessment of risks
involved gaining an understanding of the control environment
including the entity's procedures for complying with regulatory
requirements.
The Company is subject to laws and
regulations that directly affect the financial statements including
financial reporting legislation and taxation legislation and we
assessed the extent of compliance with these laws and regulations
as part of our procedures on the related financial statement
items.
The Company is subject to other
laws and regulations where the consequences of non-compliance could
have a material effect on amounts or disclosures in the financial
statements, for instance through the imposition of fines or
litigation or impacts on the Company's ability to operate. We
identified financial services regulation as being the area most
likely to have such an effect, recognising the regulated nature of
the Company's activities and its legal form. Auditing standards
limit the required audit procedures to identify non-compliance with
these laws and regulations to enquiry of management and inspection
of regulatory and legal correspondence, if any. Therefore if a
breach of operational regulations is not disclosed to us or evident
from relevant correspondence, an audit will not detect that
breach.
Context of the ability of the audit
to detect fraud or breaches of law or regulation
Owing to the inherent limitations
of an audit, there is an unavoidable risk that we may not have
detected some material misstatements in the financial statements,
even though we have properly planned and performed our audit in
accordance with auditing standards. For example, the further
removed non-compliance with laws and regulations is from the events
and transactions reflected in the financial statements, the less
likely the inherently limited procedures required by auditing
standards would identify it.
In addition, as with any audit,
there remains a higher risk of non-detection of fraud, as this may
involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal controls. Our audit
procedures are designed to detect material misstatement. We are not
responsible for preventing non-compliance or fraud and cannot be
expected to detect non-compliance with all laws and
regulations.
Other information
The directors are responsible
for the other information. The other information comprises the
information included in the annual report but does not
include the financial statements and our auditor's report
thereon. Our opinion on the financial statements does not cover the
other information and we do not express an audit opinion or any
form of assurance conclusion thereon.
Other information
(continued)
In connection with our audit of the
financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other
information is materially inconsistent with the financial
statements or our knowledge obtained in the audit, or otherwise
appears to be materially misstated. If, based on the work we have
performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact. We
have nothing to report in this regard.
Disclosures of emerging and
principal risks and longer term viability
We are required to perform
procedures to identify whether there is a material inconsistency
between the directors' disclosures in respect of emerging and
principal risks and the viability statement, and the financial
statements and our audit knowledge. we have nothing material
to add or draw attention to in relation to:
·
the directors' confirmation within the Longer-term
viability statement (pages 73 and 74) that they have carried out a
robust assessment of the emerging and principal risks facing the
Company, including those that would threaten its business model,
future performance, solvency or liquidity;
·
the emerging and principal risks disclosures
describing these risks and explaining how they are being managed or
mitigated;
·
the directors' explanation in the Longer-term
viability statement (pages 73 and 74) as to how they have assessed
the prospects of the Company, over what period they have done so
and why they consider that period to be appropriate, and their
statement as to whether they have a reasonable expectation that the
Company will be able to continue in operation and meet its
liabilities as they fall due over the period of their assessment,
including any related disclosures drawing attention to any
necessary qualifications or assumptions.
We are also required to review the
Longer-term viability statement, set out on pages 73 and 74 under
the Listing Rules. Based on the above procedures, we have
concluded that the above disclosures are materially consistent with
the financial statements and our audit knowledge.
Corporate governance
disclosures
We are required to perform
procedures to identify whether there is a material inconsistency
between the directors' corporate governance disclosures and the
financial statements and our audit knowledge.
Based on those procedures, we have
concluded that each of the following is materially consistent with
the financial statements and our audit
knowledge:
·
the directors' statement that they consider that
the annual report and financial statements taken as a whole is
fair, balanced and understandable, and provides the information
necessary for shareholders to assess the Company's position and
performance, business model and strategy;
·
the section of the annual report describing the
work of the Audit Committee, including the significant issues that
the audit committee considered in relation to the financial
statements, and how these issues were addressed; and
·
the section of the annual report that describes
the review of the effectiveness of the Company's risk management
and internal control systems.
We are required to review the part
of Corporate Governance Statement relating to the Company's
compliance with the provisions of the UK Corporate Governance Code
specified by the Listing Rules for our review. We have nothing to
report in this respect.
We have nothing to report on other
matters on which we are required to report by exception
We have nothing to report in
respect of the following matters where the Companies (Guernsey)
Law, 2008 requires us to report to you if, in our
opinion:
·
the Company has not kept proper accounting
records; or
·
the financial statements are not in agreement
with the accounting records; or
·
we have not received all the information and
explanations, which to the best of our knowledge and belief are
necessary for the purpose of our audit.
Respective
responsibilities
Directors'
responsibilities
As explained more fully in their
statement set out on page 89, the directors are responsible
for: the preparation of the financial statements including
being satisfied that they give a true and fair view; such internal
control as they determine is necessary to enable the preparation
of financial statements that are free from material
misstatement, whether due to fraud or error; assessing the
Company's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern; and using the going
concern basis of accounting unless they either intend to liquidate
the Company or to cease operations, or have no realistic
alternative but to do so.
Auditor's
responsibilities
Our objectives are to obtain
reasonable assurance about whether the financial statements as
a whole are free from material misstatement, whether due to fraud
or error, and to issue our opinion in an auditor's report.
Reasonable assurance is a high level of assurance, but does not
guarantee that an audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if,
individually or in aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of the
financial statements.
A fuller description of our responsibilities is provided on the
FRC's website at www.frc.org.uk/auditorsresponsibilities.
The purpose of this report and
restrictions on its use by persons other than the Company's members
as a body
This report is made solely to the
Company's members, as a body, in accordance with section 262 of the
Companies (Guernsey) Law, 2008. Our audit work has been
undertaken so that we might state to the Company's members
those matters we are required to state to them in an auditor's
report and for no other purpose. To the fullest extent permitted by
law, we do not accept or assume responsibility to anyone other than
the Company and the Company's members, as a body, for our
audit work, for this report, or for the opinions we have
formed.
Barry Ryan
For and on behalf of KPMG Channel Islands
Limited
Chartered Accountants and Recognised
Auditors
Guernsey
27 September 2024
Statement of Financial Position
As at 30 June 2024
|
|
30 June
2024
|
30 June
2023
|
|
Note
|
£'000
|
£'000
|
ASSETS
|
|
|
|
|
|
|
|
Non-current assets
|
|
|
|
Financial assets held at fair value
through profit or loss
|
8
|
780,043
|
852,844
|
Total non-current assets
|
|
780,043
|
852,844
|
|
|
|
|
Current assets
|
|
|
|
Trade and other
receivables
|
9
|
924
|
910
|
Cash and cash equivalents
|
10
|
1,253
|
969
|
Total current assets
|
|
2,177
|
1,879
|
|
|
|
|
TOTAL ASSETS
|
|
782,220
|
854,723
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
Other payables and accrued
expenses
|
11
|
663
|
534
|
Total current liabilities
|
|
663
|
534
|
|
|
|
|
TOTAL LIABILITIES
|
|
663
|
534
|
|
|
|
|
NET
ASSETS
|
|
781,557
|
854,189
|
|
|
|
|
EQUITY
|
|
|
|
Share capital
|
|
654,441
|
663,809
|
Retained earnings
|
|
127,116
|
190,380
|
TOTAL EQUITY
|
13
|
781,557
|
854,189
|
Ordinary Shares in issue at year end
|
13
|
602,374,217
|
611,452,217
|
Net
asset value per Ordinary Share (pence)
|
7
|
129.75
|
139.70
|
These financial statements were
approved and authorised for issue by the Board of Directors on
27 September 2024 and signed on their behalf
by:
Meriel Lenfestey
|
Elizabeth Burne
|
Director
|
Director
|
27 September 2024
|
27 September 2024
|
The accompanying notes form an
integral part of these financial statements.
Statement of Comprehensive
Income
For the year ended 30 June 2024
|
|
Year ended
|
Year ended
|
|
|
30 June
2024
|
30 June
2023
|
|
Note
|
£'000
|
£'000
|
Income
|
|
|
|
Income from investments
|
4
|
900
|
900
|
Bank interest
|
|
25
|
6
|
|
|
925
|
906
|
|
|
|
|
Net (losses)/gains on financial
assets held at fair value through profit or loss
|
8
|
(8,336)
|
48,164
|
Operating income
|
|
(7,411)
|
49,070
|
|
|
|
|
Expenses
|
|
|
|
Administrative expenses
|
5
|
2,190
|
2,277
|
Operating expenses
|
|
2,190
|
2,277
|
|
|
|
|
Operating (loss)/profit
|
|
(9,601)
|
46,793
|
|
|
|
|
(Loss)/profit and total comprehensive (loss)/income for the
year
|
|
(9,601)
|
46,793
|
|
|
|
|
Earnings per share:
|
|
|
|
Basic and diluted (pence)
|
12
|
(1.57)
|
7.65
|
All items within the above
statement have been derived from continuing activities.
The accompanying notes form an
integral part of these financial statements.
Statement of Changes in
Equity
For the year ended 30 June 2024
|
|
Number of
Ordinary
Shares
|
|
|
|
|
Note
|
Share
capital
|
Retained
earnings
|
Total
equity
|
|
|
|
£'000
|
£'000
|
£'000
|
Shareholders' equity at
1 July 2023
|
|
611,452,217
|
663,809
|
190,380
|
854,189
|
|
|
|
|
|
|
Purchase of Ordinary shares into
Treasury
|
13
|
(9,078,000)
|
(9,368)
|
-
|
(9,368)
|
Dividends paid
|
13,14
|
-
|
-
|
(53,663)
|
(53,663)
|
Total comprehensive loss for the
year
|
|
-
|
-
|
(9,601)
|
(9,601)
|
Shareholders' equity at
30 June 2024
|
|
602,374,217
|
654,441
|
127,116
|
781,557
|
For the year ended 30 June 2023
|
|
Number of
Ordinary
Shares
|
|
|
|
|
Note
|
Share
capital
|
Retained
earnings
|
Total
equity
|
|
|
|
£'000
|
£'000
|
£'000
|
Shareholders' equity at
1 July 2022
|
|
611,452,217
|
663,809
|
194,582
|
858,391
|
|
|
|
|
|
|
Dividends paid
|
13,14
|
-
|
-
|
(50,995)
|
(50,995)
|
Total comprehensive income for the
year
|
|
-
|
-
|
46,793
|
46,793
|
Shareholders' equity at
30 June 2023
|
|
611,452,217
|
663,809
|
190,380
|
854,189
|
The accompanying notes form an
integral part of these financial statements.
Statement of Cash Flows
For the year ended 30 June 2024
|
|
Year
ended
|
Year
ended
|
|
|
30 June
2024
|
30 June
2023
|
|
Note
|
£'000
|
£'000
|
|
|
|
|
Cash flows from operating activities
|
|
|
|
Total comprehensive (loss)/income
for the year
|
|
(9,601)
|
46,793
|
Adjustments:
|
|
|
|
Increase in trade and other
receivables
|
|
(14)
|
(28)
|
Increase in other payables and
accrued expenses
|
|
23
|
44
|
Net losses/(gains) on financial
assets held at fair value through profit or loss
|
8
|
8,336
|
(48,164)
|
Net
cash used in operating activities*
|
|
(1,256)
|
(1,355)
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
Receipts from investments held at
fair value through
profit or loss**
|
8
|
64,465
|
51,700
|
Net
cash generated from investing activities
|
|
64,465
|
51,700
|
|
|
|
|
Cash flow from financing activities
|
|
|
|
Purchase of Ordinary shares into
Treasury
|
13
|
(9,262)
|
-
|
Dividends paid
|
14
|
(53,663)
|
(50,995)
|
Net
cash used in financing activities
|
|
(62,925)
|
(50,995)
|
|
|
|
|
Net increase/(decrease) in cash and
cash equivalents
|
|
284
|
(650)
|
Cash and cash equivalents at the
start of the year
|
|
969
|
1,619
|
|
|
|
|
Cash and cash equivalents at the end of the
year
|
10
|
1,253
|
969
|
The accompanying notes form an
integral part of these financial statements.
*Net cash used in operating
activities includes £900,000 (2023: £900,000) of investment
income.
**Receipts from investments held
at fair value through profit or loss comprises loan principal of
£31.3 million (2023: £29.9 million) repaid by BR1 and £33.2 million
(2023: £21.8 million) of interest received from BR1. Investment
acquisition costs at project level as referred to in the Investment
Advisors report do not appear in the Statement of Cash Flows as the
financial statements are not consolidated.
Notes to the Financial Statements for the year ended 30 June
2024
1. General information
The Company is a non-cellular
company limited by shares and was incorporated in Guernsey under
the Law on 29 May 2013 with registered number 56708 as a
closed-ended investment company. It is regulated by the
GFSC.
The financial statements for the
year ended 30 June 2024 comprise the financial statements of the
Company only (see Note 2 (c)).
The investment objective of the
Company is to provide Shareholders with an attractive return,
principally in the form of quarterly income distributions, by being
invested primarily in solar energy assets located in the UK. It
also has the ability to invest a minority of its capital into wind
and energy storage assets.
The Company has appointed Bluefield
Partners LLP as its Investment Adviser.
2. Summary of material accounting
policies
a)
Basis of preparation
The financial statements included
in this annual report have been presented on a true and fair basis
and prepared in accordance with IFRS as adopted by the EU and the
DTR of the UK FCA.
These financial statements have
been prepared under the historical cost convention with the
exception of financial assets measured at fair value through profit
or loss, and in compliance with the provisions of the
Law.
Standards, interpretations and amendments to published
standards adopted in the period
New and Revised Standards
The Company adopted Disclosure of
Accounting Policies (Amendments to IAS 1 and IFRS Practice
Statement 2) from 1 July 2023. Although the amendments did not
result in any changes to the accounting policies themselves, they
impacted the accounting policy information disclosed in the
financial statements. The amendments require the disclosure of
'material', rather than 'significant', accounting policies. The
amendments also provide guidance on the application of materiality
to disclosure of accounting policies, assisting entities to provide
useful, entity-specific accounting policy information that users
need to understand other information in the financial
statements.
The Company has not adopted early
any standards, amendments or interpretations to existing standards
that have been published and will be mandatory for the Company's
accounting periods beginning after 1 July 2024 or later
periods.
At the date of authorisation of
these financial statements, certain new standards, and amendments
to existing standards have been published by the IASB that are not
yet effective and have not been adopted early by the
Company.
The Board expects that all relevant
pronouncements will be adopted in the Company's accounting policies
for the first period beginning after the effective date of the
pronouncement. New standards, interpretations and amendments are
not expected to have a material impact on the Company's financial
statements.
b)
Going concern
The Board, in its consideration of
going concern, has reviewed comprehensive cash flow forecasts
prepared by the Investment Adviser, as well as the performance of
the solar and wind plants currently in operation.
The Group has a committed
Revolving Credit Facility (RCF) of £210 million, with an
uncommitted accordion feature that allows for an additional £30
million. The facility is set to mature in May 2025. As of 30 June
2024, the Group had drawn £184 million from the RCF. After the
year-end, following the completion of Phase Two of the strategic
partnership with GLIL, £50.5 million was repaid, reducing the drawn
balance to £133.5 million.
The Investment Adviser is
currently in discussions with lenders to refinance and extend the
RCF by an additional two years in early 2025. Lenders have
indicated a strong interest in the extension. With robust cash
generation, the Board is confident that all debt repayments will be
met and confirms that no covenant breaches occurred during the
year.
UK inflation dropped from 10.7%
(RPI) in June 2023 to 2.9% in June 2024. In August 2024, the Bank
of England cut the Base Rate to 5.00%, with 5 year gilt rates now
below 4%. Lower interest rates reduce BSIF's credit costs, while
fixed-rate debt has significantly shielded it from rate
hikes.
BSIF has built a robust
development pipeline exceeding 1.5 GW, with two major solar
projects, Yelvertoft (48.4MW) and Mauxhall Farm (44.5MW), connected
to electricity network shortly after the Year end. Over 750 MW of
the pipeline is fully consented, ready for construction within five
years.
The Investment Adviser, with BSIF
Board approval, is actively managing the large pipeline, and is
planning to sell around a third of this based on funding
availability, a strategy which continues to be reviewed on a
regular basis.
BSIF's Investment Adviser focuses
on protecting and enhancing the operational portfolio through
proactive risk mitigation. A rolling capital investment programme
addresses key risks, such as long lead times for high voltage spare
parts, particularly central inverters. Significant inverter
revamping projects were completed, boosting performance in late
FY2023/24, with full benefits expected in FY2024/25. Additional
optimisation and repowering projects are planned for the upcoming
year.
The Board also notes that at the
AGM held on 28 November 2023, the shareholders of the Company voted
overwhelmingly in favour for the continuation of the Company for a
further 5 years.
Taking the above into account, at
the time of approving these accounts the Board has a reasonable
expectation that the Company has adequate resources to continue in
operational existence for the 12 months from the date of signing
the financial statements and does not consider there to be any
material threat to the viability of the Company. The Board has
therefore concluded that it is appropriate to adopt the going
concern basis of accounting in preparing the financial
statements.
c)
Basis of Non-Consolidation
The Company makes its investments
in the SPVs through its wholly owned subsidiary, BR1. The Company
meets the definition of an investment entity as described by IFRS
10. Under IFRS 10 investment entities are required to hold
subsidiaries at fair value through profit or loss rather than
consolidate them.
Under the definition of an
investment entity, the entity should satisfy all three of the
following tests:
· obtains funds from one or more investors for the purpose of
providing these investors with investment management
services;
· commits to its investors that its business purpose is to
invest funds solely for returns from capital appreciation,
investment income, or both (including having an exit strategy for
investments); and
· measures and evaluates the performance of substantially all of
its investments on a fair value basis.
In assessing whether the Company
meets the definition of an investment entity set out in IFRS 10,
the Directors note that:
· the
Company is an investment company that invests funds obtained from
multiple investors in a diversified portfolio of renewable energy
infrastructure assets and has appointed the Investment Adviser to
advise on the Company's investments;
· the
Company's purpose is to invest funds for investment income and
potential capital appreciation and will exit its investments at the
end of their economic lives or when their planning permissions
expire and may also exit investments earlier for reasons of
portfolio balance or profit; and
· the
Board evaluates the performance of the Company's investments on a
fair value basis with the fair value of operational SPVs being
calculated on a discounted cash flow basis in accordance with the
IPEV Valuation Guidelines. The Investment Adviser recommends the
fair value on a quarterly basis, which includes a complete review
of all valuation assumptions on a semi-annual basis, subject to the
Board's approval as at 30 June and 31 December each
year.
Taking these factors into account,
the Directors are of the opinion that the Company has all the
typical characteristics of an investment entity and meets the
definition set out in IFRS 10.
The Board considered the
investment entity status of BR1 and concluded that it is, like the
Company, an investment entity based on the same factors as listed
above. As such the Company is not permitted to consolidate BR1 in
the preparation of its financial statements and all subsidiaries
are recognised at fair value through profit or loss.
d)
Functional and presentation currency
These financial statements are
presented in Sterling, which is the functional currency of the
Company as well as the presentation currency. All amounts are
stated to the nearest thousand unless otherwise stated. The
Company's funding, investments and transactions are all denominated
in Sterling.
e)
Income
Monitoring fee income is recognised
on an accruals basis.
Interest income on cash and cash
equivalents is recognised on an accruals basis using the effective
interest rate method.
f) Expenses
Operating expenses are the
Company's costs incurred in connection with the ongoing
administrative costs and management of the Company's investments.
Operating expenses are accounted for on an accruals
basis.
g)
Finance costs
Finance costs are recognised in the
Statement of Comprehensive Income in the period to which they
relate on an accruals basis using the effective interest rate
method. Arrangement fees for finance facilities are amortised over
the expected life of the facility.
h)
Dividends
Dividends declared and approved are
charged against equity. A corresponding liability is recognised for
any unpaid dividends prior to year end. Dividends approved but not
declared will be disclosed in the notes to the financial
statements.
i)
Segmental reporting
IFRS 8 'Operating Segments'
requires a 'management approach', under which segment information
is presented on the same basis as that used for internal reporting
purposes.
The Board has considered the
requirements of IFRS 8 'Operating Segments', and is of the view
that the Company is engaged in a single segment of business, being
investment in UK renewable energy infrastructure assets via its
holding company and SPVs, and therefore the Company has only a
single operating segment.
The Board, as a whole, has been
determined as constituting the chief operating decision maker of
the Company. The key measure of performance used by the Board to
assess the Company's performance and to allocate resources is the
total return on the Company's NAV, as calculated under IFRS, and
therefore no reconciliation is required between the measure of
profit or loss used by the Board and that contained in these
financial statements.
The Board has overall management
and control of the Company and will always act in accordance with
the investment policy and investment restrictions set out in the
Company's latest Prospectus, which cannot be radically changed
without the approval of Shareholders. The Board has delegated the
day-to-day implementation of the investment strategy to its
Investment Adviser but retains responsibility to ensure that
adequate resources of the Company are directed in accordance with
their decisions. Although the Board
obtains advice from the Investment
Adviser, it remains responsible for making final decisions in line
with the Company's policies and the Board's legal
responsibilities.
j)
Financial instruments
Classification and measurement of financial assets and
financial liabilities
Financial assets and financial
liabilities are recognised in the Company's Statement of Financial
Position when the Company becomes a party to the contractual
provisions of the instrument.
i) Financial assets held at fair
value through profit or loss
Classification
The Company's investment in BR1 is
accounted for as a financial asset rather than consolidated as the
Company qualifies as an investment entity under IFRS 10, therefore
the Company's investment is held at fair value through profit or
loss in accordance with the requirements of IFRS 9.
Recognition and
de-recognition
Purchases and sales of investments
are recognised on the trade date - the date on which the Company
commits to purchase or sell the investment. A financial asset is
de-recognised either when the Company has transferred all the risks
and rewards of ownership; or it has neither transferred nor
retained substantially all the risks and rewards and when it no
longer has control over the assets or a portion of the asset; or
the contractual right to receive cash flow has expired.
Measurement
Subsequent to initial recognition,
investment in BR1 is measured at each subsequent reporting date at
fair value. The Company holds all of the shares in the subsidiary,
BR1, which is a holding vehicle used to hold the Company's SPV
investments. The Directors believe it is appropriate to value this
entity based on the fair value of its portfolio of SPV investment
assets held plus its other assets and liabilities. The SPV
investment assets held by the subsidiary are valued semi-annually
as described in Note 8 on a discounted cash flow basis which is
benchmarked against market transactions.
Gains or losses, through profit or
loss, are made up of BR1's profit or loss, which comprises mainly
cash receipts from its SPVs, the fair value movement of BR1's SPV
portfolio and cash received in respect of Eurobond instrument
interest. Furthermore, cash receipts made to the Company by BR1 are
accounted for as a repayment of loans and not reflected in the
Company's income, apart from monitoring fees (see Note
4).
ii) Cash and cash equivalents and
trade and other receivables
Cash and cash equivalents comprise
cash on hand and short term deposits with an original maturity of
three months or less that are readily convertible to a known amount
of cash and are subject to an insignificant risk of changes in
value. Other receivables are non-derivative
financial assets with fixed or determinable payments that are not
quoted in an active market. These financial assets are included in
current assets, except for maturities greater than twelve months
after the reporting date, which are classified as non-current
assets. They are initially recognised at fair value plus
transaction costs that are directly attributable to the
acquisition, and subsequently carried at amortised cost using the
effective interest rate method, less provision for
impairment.
iii) Financial
liabilities
The classification of financial
liabilities at initial recognition depends on the purpose for which
the financial liability was issued and its
characteristics.
All financial liabilities are
initially recognised at fair value net of transaction costs
incurred. All purchases of financial liabilities are recorded on
the trade date, being the date on which the Company becomes party
to the contractual requirements of the financial
liability.
The Company's financial liabilities
consist of only financial liabilities measured at amortised
cost.
Financial liabilities measured at
amortised cost
These include trade payables and
other short term monetary liabilities, which are initially
recognised at fair value and subsequently carried at amortised cost
using the effective interest rate method.
Derecognition of financial
liabilities
A financial liability (in whole or
in part) is derecognised when the Company has extinguished its
contractual obligations, it expires, or is cancelled. Any
gain or loss on derecognition is taken to profit and
loss.
k)
Equity instruments
An equity instrument is any
contract that evidences a residual interest in the assets of an
entity after deducting all of its liabilities. Equity instruments
issued by the Company are recognised as the proceeds received, net
of direct issue costs. Direct issue costs include those incurred in
connection with the placing and admission which include fees
payable under the Placing Agreement, legal costs and any other
applicable expenses.
Treasury shares are recognised at
acquisition cost and are presented as a deduction from
shareholders' equity.
3. Critical accounting judgements,
estimates and assumptions in applying the Company's accounting
policies
The preparation of these financial
statements under IFRS requires management to make judgements,
estimates and assumptions that affect the application of policies
and reported amounts of assets and liabilities, income and
expenses. The estimates and associated assumptions are based on
historical experience and other factors that are believed to be
reasonable under the circumstances, the results of which form the
basis of making judgements about carrying values of assets and
liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates.
The area involving a high degree of
judgement and/or complexity and/or area where assumptions and
estimates are significant to the financial statements has been
identified as the valuation of the Company's investment in BR1
which is estimated predominantly on the valuation of the portfolio
of investments held by BR1 (see Note 8).
The estimates and underlying
assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the period in which the
estimate is revised if the revision affects only that period or in
the period of the revision and future period if the revision
affects both current and future periods.
As disclosed in Note 8, the Board
believes it is appropriate for the Company's portfolio to be
benchmarked on a £m/MW basis against comparable portfolio
transactions and on this basis a weighted average discount rate of
8.00% (8.00% as at 30 June 2023) has been utilised.
Use of a blended power forecast is
unchanged. The inflation assumption also remains unchanged at 3.5%
in 2024, and 3% from 2025 to 2029 as a medium-term rate (June 2023:
3%), before reducing to a long term assumption of 2.25% (June 2023:
2.25%) thereafter.
The Directors' Valuation as at 30
June 2024 is based on a weighted average life of the portfolio of
27 years (vs. 28 years in June 2023), reflecting both new
acquisitions and asset life extensions.
4.
Income from investments
|
Year ended
|
Year ended
|
|
30 June
2024
|
30 June
2023
|
|
£'000
|
£'000
|
Monitoring fee in relation to loans
supplied (Note 16)
|
900
|
900
|
|
900
|
900
|
The Company provides monitoring and
loan administration services to BR1 for which an annual fee is
charged, payable in arrears.
5.
Administrative expenses
|
Year ended
|
Year ended
|
|
30 June
2024
|
30 June
2023
|
|
£'000
|
£'000
|
Investment advisory base fee * (see
Note 16)
|
663
|
729
|
Legal and professional
fees
|
322
|
300
|
Administration fees
|
504
|
542
|
Directors' remuneration
|
284
|
272
|
Audit fees
|
124
|
112
|
Non-audit fees
|
48
|
45
|
Broker fees
|
50
|
50
|
Regulatory Fees
|
66
|
58
|
Registrar fees
|
35
|
88
|
Insurance
|
14
|
12
|
Listing fees
|
43
|
45
|
Other expenses
|
37
|
24
|
|
2,190
|
2,277
|
*The Investment advisory base fee
is paid by both the Company (10%) and BR1 (90%). The amount shown
above reflects the amount paid by the Company only. Note 16 shows
the full fee paid to the Investment Adviser.
Investment Advisory
Agreement
The Company, BR1 and the
Investment Adviser have entered into an Investment Advisory
Agreement, under which the Investment Adviser has overall
responsibility for the non-discretionary management of the
Company's assets and any of BR1's SPVs (including uninvested cash)
in accordance with the Company's investment policies, restrictions
and guidelines.
The Investment Adviser is entitled
to a base fee, which is payable quarterly in arrears, on the
following scale:
· NAV
up to and including £750,000,000,
0.8% per annum
· NAV
above £750,000,000> £900,000,000, 0.75% per annum
· NAV
above £900,000,000,
0.65% per annum.
The fee is based on the NAV
reported in the most recent quarterly NAV calculation. The above
fee scale is effective from 21 December 2023 following the approval
of an updated Investment Advisory Agreement during the year.
Previously, the fee was calculated at a rate of 0.8% per annum of
the NAV up to and including £750,000,000, 0.75% per annum of the
NAV above £750,000,000 and up to and including £1,000,000,000 and
0.65 per annum of the NAV above £1,000,000,000.
Under the amended and restated
Investment Advisory agreement dated 21 December 2023, the
Investment Adviser is also entitled, subject to exceptional
circumstances, to receive a 20% Development Profit Margin
Commission on the disposal of development projects to third
parties.
In the event that the Company
terminates the Investment Advisory Agreement prior to the expiry of
the lease on the Investment Adviser's office in London, the Company
has agreed to meet 80% of the rent and other charges until the
expiry of the current lease.
Investment Advisory Agreement
(continued
On 11 June 2014, BSIFIL (as the
previous holding company) entered into a Technical Services
Agreement with the Investment Adviser, with a retrospective
effective date of 25 June 2013, in order to delegate the provision
of the consultancy services to the Investment Adviser in its
capacity as technical adviser to the SPVs. On the same date the
Group entered into a base fee offset arrangement agreement, whereby
the aggregate technical services fee and base fee payable (under
the Investment Advisory Agreement) shall not exceed the base fee
that would otherwise have been payable to the Investment Adviser in
accordance with the Investment Advisory Agreement had no fees been
payable under the Technical Services Agreement.
The fees incurred for the year and
the amount outstanding at the year end are shown in Note
16.
Administration
Agreement
The Administrator has been
appointed to provide day-to-day administration and company
secretarial services to the Company, as set out in the
Administration Agreement dated 24 June 2013.
Under the terms of the
Administration Agreement, the Administrator is entitled to an
annual fee, at a rate equivalent to 10 basis points of NAV up to
and including £100,000,000, 7.5 basis points of NAV above
£100,000,000 and up to and including £200,000,000 and 5 basis
points of the NAV above £200,000,000, subject to a minimum fee of
£100,000 per annum. The fees are for the administration,
accounting, corporate secretarial services, corporate governance,
regulatory compliance and stock exchange continuing obligations
provided to the Company. In addition, the Administrator will
receive an annual fee of £7,500 and £3,000 for the provision of a
compliance officer and money laundering reporting officer,
respectively.
The Administrator is entitled to an
investment related transaction fee charged on a time spent basis,
which is capped at a total of £5,000 per investment related
transaction. All reasonable costs and expenses incurred by the
Administrator in accordance with this agreement are reimbursed to
the Administrator quarterly in arrears.
The Administrator also receives a
fee of £5,000 per annum in relation to the administration of the
Company's Guernsey Green Fund Status.
For the year ended 30 June 2024,
the Company incurred fees to the Administrator of £503,977 (2023:
£542,176), of which £129,908 (2023: £135,992) was outstanding at
the year end.
6. Taxation
The Company has obtained exempt
status under the Income Tax (Exempt Bodies) (Guernsey) Ordinance
1989 for which it paid an annual fee of £1,600 (2023: £1,200)
(included within regulatory fees).
The income from the Company's
investments is not subject to any further tax in Guernsey although
the subsidiary and underlying SPVs, as UK based entities, are
subject to the current prevailing UK corporation tax rate. The
standard rate of UK corporation tax is 25% (2023: 25%).
7. Net asset value per Ordinary
Share
The calculation of NAV per Ordinary
Share is based on NAV of £781,557,386 (2023:
£854,189,487) and the
number of shares in issue at 30 June 2024 of 602,374,217 (2023: 611,452,217)
Ordinary Shares.
8.
Financial assets held at fair value through profit or
loss
The Company's accounting policy on
the measurement of these financial assets is discussed in Note
2(j)(i) and below.
|
30 June
2024
|
30 June
2023
|
|
Total
|
Total
|
|
£'000
|
£'000
|
Opening balance (Level 3)
|
852,844
|
856,380
|
Cash receipts from non-consolidated
subsidiary*
|
(64,465)
|
(51,700)
|
Realised gains on investment in
non-consolidated subsidiary**
|
33,167
|
21,838
|
Unrealised change in fair value of
financial assets held at fair value through profit or
loss***
|
(41,503)
|
26,326
|
Closing balance (Level 3)
|
780,043
|
852,844
|
Analysis of net (losses)/gains on financial assets held at
fair value through profit or loss (per statement of comprehensive
income)
|
|
|
|
Year ended
|
Year ended
|
|
|
|
30 June
2024
|
30 June
2023
|
|
|
|
£'000
|
£'000
|
|
|
|
|
|
Unrealised change in fair value of
financial assets held at fair value through profit or
loss***
|
|
|
(41,503)
|
26,326
|
|
|
|
|
|
Realised gains on investment in
non-consolidated subsidiary**
|
|
|
33,167
|
21,838
|
|
|
|
|
|
Net
(losses)/gains on financial assets held at fair value through
profit or loss
|
|
|
(8,336)
|
48,164
|
*Comprising of repayment of
Eurobond loans issued by BR1 and Eurobond interest
received
**Interest received on Eurobond
loans issued by BR1
***The movement in unrealised
losses for the year ended 30 June 2023 of (£3,536,000) as stated in
the prior year's financial statements has been amended to reflect
the amended presentation of the principal repayments in the table
above.
Investments at fair value through
profit or loss comprise the fair value of the investment portfolio,
which the Investment Adviser recommends on a quarterly basis,
including a complete review of all valuation assumptions on a
semi-annual basis, subject to the Board's approval, and the fair
value of BR1, the Company's single, direct subsidiary being its
cash, working capital and debt balances. A reconciliation of the
investment portfolio value to financial assets at fair value
through profit or loss in the Statement of Financial Position is
shown on page 127.
The above tables as presented in
the prior year's financial statements have been revised to show
more clearly the impact on realised and unrealised gains of cash
receipts from non-consolidated subsidiary. These receipts totalling
£51,700,000 in the prior year comprised repayments of Eurobond loan
principal of £29,862,000 and Eurobond interest received of
£21,838,000.
|
|
|
30 June
2024
|
30 June
2023
|
|
|
|
Total
|
Total
|
|
|
|
£'000
|
£'000
|
SPV investment portfolio, Directors'
Valuation
|
|
965,549
|
1,018,350
|
|
|
|
|
|
Immediate Holding Company
|
|
|
|
|
Cash
|
|
28,671
|
26,407
|
|
Working capital
|
|
(30,177)
|
(38,913)
|
|
Debt
|
|
(184,000)
|
(153,000)
|
|
|
|
(185,506)
|
(165,506)
|
|
|
|
|
|
Financial assets at fair value through profit or
loss
|
780,043
|
852,844
|
|
|
|
|
|
|
|
Fair value measurements
IFRS 13 'Fair Value Measurement'
requires disclosure of fair value measurement by level. The level
of fair value hierarchy within the financial assets or financial
liabilities is determined on the basis of the lowest level input
that is significant to the fair value measurement. Financial assets
and financial liabilities are classified in their entirety into
only one of the three levels.
The fair value hierarchy has the
following levels:
· Level
1 - quoted prices (unadjusted) in active markets for identical
assets or liabilities;
· Level
2 - inputs other than quoted prices included within Level 1 that
are observable for the assets or liabilities, either directly (i.e.
as prices) or indirectly (i.e. derived from prices); and
· Level
3 - inputs for assets or liabilities that are not based on
observable market data (unobservable inputs).
The determination of what
constitutes 'observable' requires significant judgement by the
Company. The Company considers observable data to be market data
that is readily available, regularly distributed or updated,
reliable and verifiable, not proprietary, and provided by
independent sources that are actively involved in the relevant
market.
The only financial instrument
carried at fair value is the investment held by the Company, BR1,
which is fair valued at each reporting date. The Company's
investment has been classified within Level 3 as BR1's investments
are not traded and contain unobservable inputs.
Transfers during the year
There have been no transfers
between levels during the year ended 30 June 2024. Any transfers
between the levels will be accounted for on the last day of each
financial year. Due to the nature of the investments, these are
always expected to be classified as Level 3.
Directors' Valuation methodology and process
The same valuation methodology and
process for operational assets is followed in these financial
statements as was applied in the preparation of the Company's
financial statements for the year ended 30 June 2023.
Before planning has been achieved,
no value is attributed (beyond costs incurred), to the Company's
development pipeline.
However, once the projects receive
planning permission they are then valued according to the following
criteria:
· Projects purchased by the Company from developers are valued
at investment cost (deemed to approximate fair value).
· Other
projects in the Company's pipeline are valued on an asset-by-asset
basis and benchmarked against values from wider market
processes.
During the construction stages
assets continue to be valued at investment cost (deemed to be
approximate fair value). The Investment Adviser intends for newly
built projects to be valued on a DCF basis shortly after they
become operational.
Investments that are operational
are valued on a DCF basis over the life of the asset (typically
more than 25 years) and, under the 'willing buyer-willing seller'
methodology, prudently benchmarked on a £/MW basis against
comparable transactions for large scale portfolios.
Each investment is subject to full
UK corporate taxation at the prevailing rate with the tax shield
being limited to the applicable capital allowances from the
Company's SPV investments.
The Investment Adviser recommends
the fair value on a quarterly basis, which includes a complete
review of all valuation assumptions on a semi-annual basis, subject
to the Board's approval. The key inputs, as listed below, are
derived from various internal and external sources. The key inputs
to a DCF based approach are: the equity discount rate, the cost of
debt (influenced by interest rate, gearing level and length of
debt), power price forecasts, long term inflation rates, asset
life, irradiation forecasts, average wind speeds, operational costs
and taxation. Given discount rates are a product of not only the
factors listed previously but also regulatory support, perceived
sector risk and competitive tensions, it is not unusual for
discount rates to change over time. Evidence of this is shown by
way of the revisions to the original discount rates applied between
the first renewable acquisitions and those witnessed in the past
twelve months.
Both the current and prior year
valuations saw the inclusion of the Electricity Generator Levy
("the Levy") on excess profits produced by electricity generators
as announced by the Chancellor of the Exchequer in the Autumn
Statement in November 2022. The Levy is a temporary 45% tax on the
extraordinary returns made by electricity generators towards the
end of 2022 while European energy prices soared in the wake of
Russia's invasion of Ukraine. The Levy will be in place from 1
January 2023 until 31 March 2028, with the benchmark price linked
to UK Consumer Price Inflation. The Investment Adviser previously
sought external advice from its legal and tax advisers on how to
model the Levy within the valuation methodology.
Given discount rates are
subjective, there is sensitivity within these to the interpretation
of factors outlined above.
The weighted average discount rate
has been maintained at 8.00% as at 30 June 2024 (2023: 8.00%). The
Board have determined that an effective price of £1.24m/MW (2023:
£1.35m/MW) is an appropriate basis for the valuation of the BSIF
portfolio as at 30 June 2024. The reduction compared to 30 June
2023 is mainly due to a decline in working capital levels due to
debt repayments, dividends and investment into construction assets
and declines in power forecasts.
In order to smooth the sensitivity
of the valuation to forecast timing or opinion taken by a single
forecast, the Board continues to adopt the application of blended
power curves from three leading forecasters.
The fair values of operational SPVs
are calculated on a discounted cash flow basis in accordance with
the IPEV Valuation Guidelines. The Investment Adviser recommends
the fair value on a quarterly basis, which includes a complete
review of all valuation assumptions on a semi-annual basis, subject
to the Board's approval as at 30 June and 31 December each
year.
Sensitivity analysis
The table below analyses the
sensitivity of the fair value of the Directors' Valuation to an
individual input, while all other variables remain
constant.
The Directors consider the changes
in inputs to be within a reasonable range based on their
understanding of market transactions. This is not intended to imply
that the likelihood of change or that possible changes in value
would be restricted to this range.
|
|
30 June
2024
|
30 June
2023
|
Input
|
Change in
input
|
Change in fair
value
of Directors'
Valuation
£m
|
Change in
NAV
per share
(pence)
|
Change in fair
value
of Directors'
Valuation
£m
|
Change in
NAV
per share
(pence)
|
Discount rate
|
+
0.5%
|
(20.6)
|
(3.43)
|
(18.8)
|
(3.07)
|
-
0.5%
|
16.4
|
2.73
|
19.4
|
3.17
|
Power prices
|
+10%
|
58.1
|
9.65
|
54.2
|
8.86
|
-10%
|
(62.9)
|
(10.45)
|
(56.9)
|
(9.31)
|
Inflation rate
|
+
0.5%
|
44.5
|
7.39
|
31.7
|
5.19
|
-
0.5%
|
(46.5)
|
(7.73)
|
(30.2)
|
(4.94)
|
Energy yield
|
10-year P90
|
(102.8)
|
(17.07)
|
(105.0)
|
(17.17)
|
10-year P10
|
104.7
|
17.37
|
111.9
|
18.30
|
O&M
|
+10%
|
(11.6)
|
(1.93)
|
(9.1)
|
(1.49)
|
-10%
|
6.9
|
1.14
|
9.1
|
1.49
|
Subsidiaries and Associates
The Company holds investments
through subsidiary companies which have not been consolidated as a
result of the adoption of IFRS 10: Investment entities exemption to
consolidation. Below is the legal entity name and ownership
percentage for the SPVs which are all incorporated in the UK except
for Bluefield Durrants GmBH which is
incorporated in Germany.
Name
|
Ownership percentage
|
Name
|
Ownership percentage
|
Bluefield Renewables 1
Limited
|
100
|
Gypsum Solar Farm Limited
|
100
|
Bluefield Renewables 2
Limited
|
100
|
Holly Farm Solar Park
Limited
|
100
|
Bluefield SIF Investments
Limited
|
100
|
Kellingley Solar Farm
Limited
|
100
|
Bunns Hill Solar Limited
|
100
|
Little Bear Solar Limited
|
100
|
HF Solar Limited
|
100
|
Place Barton Farm Solar Park
Limited
|
100
|
Hoback Solar Limited
|
100
|
Willows Farm Solar
Limited
|
100
|
Littlebourne Solar Farm
Limited
|
100
|
Southwick Solar Limited
|
100
|
Molehill PV Farm Limited
|
100
|
Butteriss Down Solar Farm
Limited
|
100
|
Pashley Solar Farm
Limited
|
100
|
Goshawk Solar Limited
|
100
|
ISP (UK) 1 Limited
|
100
|
Kite Solar Limited
|
100
|
Solar Power Surge Limited
|
100
|
Peregrine Solar Limited
|
100
|
West Raynham Solar
Limited
|
100
|
Promothames 1 Limited
|
100
|
Sheppey Solar Limited
|
100
|
Rookery Solar Limited
|
100
|
Capelands Solar Farm
Limited
|
100
|
Mikado Solar Projects (2)
Limited
|
100
|
North Beer Solar Limited
|
100
|
Mikado Solar Projects (1)
Limited
|
100
|
WEL Solar Park 2 Limited
|
100
|
KS SPV 5 Limited
|
100
|
Hardingham Solar Limited
|
100
|
Eagle Solar Limited
|
100
|
Redlands Solar Farm
Limited
|
100
|
Kislingbury M1 Solar
Limited
|
100
|
WEL Solar Park 1 Limited
|
100
|
Thornton Lane Solar Farm
Limited
|
100
|
Saxley Solar Limited
|
100
|
Gretton Solar Farm
Limited
|
100
|
Frogs Loke Solar Limited
|
100
|
Wormit Solar Farm Limited
|
100
|
Old Stone Farm Solar Park
Limited
|
100
|
Langlands Solar Limited
|
100
|
Bradenstoke Solar Park
Limited
|
100
|
Bluefield Merlin LTD
|
100
|
GPP Langstone LLP
|
100
|
Harrier Solar Limited
|
100
|
Ashlawn Solar Limited
|
100
|
Rhydy Pandy Solar Limited
|
100
|
Betingau Solar Limited
|
100
|
New Energy Business Solar
Limited
|
100
|
Grange Solar Limited
|
100
|
Corby Solar Limited
|
100
|
Hall Solar Limited
|
100
|
Falcon Solar Farm Limited
|
100
|
Oulton Solar Limited
|
100
|
Folly Lane Solar Limited
|
100
|
Romsey Solar Limited
|
100
|
New Road Solar Limited
|
100
|
Salhouse Solar Limited
|
100
|
Blossom 1 Solar Limited
|
100
|
Tollgate Solar Limited
|
100
|
Blossom 2 Solar Limited
|
100
|
Trethosa Solar Limited
|
100
|
New Road 2 Solar Limited
|
100
|
Welbourne Energy LLP
|
100
|
GPP Eastcott LLP
|
100
|
Barvills Solar Limited
|
100
|
GPP Blackbush LLP
|
100
|
Clapton Farm Solar Park
Limited
|
100
|
GPP Big Field LLP
|
100
|
Court Farm Solar Farm
Limited
|
100
|
WSE Hartford Wood Limited
|
60
|
East Farm Solar Park
Limited
|
100
|
Oak Renewables 2 Limited
|
100
|
Galton Manor Solar Park
Limited
|
100
|
Oak Renewables Limited
|
100
|
Creathorne Farm Solar Park Limited
(formerly Good Energy Creathorne Farm Solar Park (003)
Limited)
|
100
|
Wind Energy Scotland (Fourteen Arce
Fields) Limited
|
100
|
Lower End Farm Solar Park Limited
(formerly Good Energy Lower End Farm Solar Park (026)
Limited)
|
100
|
Wind Energy Scotland (Birkwood
Mains) Limited
|
100
|
Woolbridge Solar Park Limited
(formerly Good Energy Woolbridge Solar Park (010)
Limited)
|
100
|
Wind Energy Scotland (Holmhead)
Limited
|
100
|
Rook Wood Solar Park Limited
(formerly Good Energy Rook Wood Solar Park (057)
Limited)
|
100
|
Mosscliff Power 5 Limited
|
100
|
Carloggas Solar Park Limited
(formerly Good Energy Carloggas Solar Park (009)
Limited)
|
100
|
Mosscliff Power 10
Limited
|
100
|
Cross Road Plantation Solar Park
Limited (formerly Good Energy Cross Road Plantation Solar Park
(028) Limited)
|
100
|
Mosscliff Power 2 Limited
|
100
|
Delabole Windfarm Limited (formerly
Good Energy Delabole Windfarm Limited
|
100
|
Mosscliff Power 3 Limited
|
100
|
Hampole Windfarm Limited (formerly
Good Energy Hampole Windfarm Limited)
|
100
|
Mosscliff Power 4 Limited
|
100
|
Renewable Energy Assets Limited
(formerly Wind Energy Generation Assets No.1 Limited and Good
Energy Generation Assets No.1 Limited)
|
100
|
Mosscliff Power 6 Limited
|
100
|
Wind Energy 1 Hold Co
Limited
|
100
|
Mosscliff Power 7 Limited
|
100
|
Aisling Renewables
Limited
|
100
|
Mosscliff Power Limited
|
100
|
Wind Energy 3 Hold Co
|
100
|
E2 Energy PLC
|
100
|
Wind Energy (NI) Limited
|
100
|
Wind Energy One Limited
|
100
|
Ash Renewables No 3
Limited
|
100
|
Wind Energy Two Limited
|
100
|
Ash Renewables No 4
Limited
|
100
|
New Road Wind Limited
|
100
|
Ash Renewables No 5
Limited
|
100
|
Yelvertoft Solar Farm
Limited
|
100
|
Ash Renewables No 6
Limited
|
100
|
Paytherden Solar Farm Limited
(formerly Peradon Solar Farm Limited)
|
100
|
Wind Beragh Limited
|
100
|
Lower Tean Leys Solar Farm
Limited
|
60
|
Wind Camlough Limited
|
100
|
Lower Mays Solar Farm
Limited
|
100
|
Wind Cullybackey Limited
|
100
|
Longpasture Solar Farm
Limited
|
60
|
Wind Dungorman Limited
|
100
|
Leeming Solar Farm
Limited
|
60
|
Wind Killeenan Limited
|
100
|
Wallace Wood Solar Farm
Limited
|
60
|
Wind Mowhan Limited
|
100
|
LEO1B Energy Park Limited
|
60
|
Wind Mullanmore Limited
|
100
|
LH DNO Grid Services
Limited
|
60
|
Carmoney Energy Limited
|
100
|
Sweet Briar Solar Farm
Limited
|
60
|
Errigal Energy Limited
|
100
|
BF31 WHF Solar Limited
|
60
|
Galley Energy Limited
|
100
|
BF27 BF Solar Limited
|
60
|
S&E Wind Energy
Limited
|
100
|
BF13A TF Solar Limited
|
60
|
Wind Energy 2 Hold Co
Limited
|
100
|
HW Solar Farm Limited
|
100
|
Boston RE Ltd
|
100
|
AR108 Bolt Solar Farm
Limited
|
100
|
DC21 Earth SPV Limited
|
100
|
BF33C LHF Solar Limited
|
60
|
E5 Energy Limited
|
100
|
AR006 GF Solar Limited
|
100
|
E6 Energy Limited
|
100
|
Mauxhall Farm Energy Park
Limited
|
100
|
E7 Energy Limited
|
100
|
BF16D BHF Solar Limited
|
100
|
Hallmark Powergen 3
Limited
|
100
|
BF33E BHF Solar Limited
|
60
|
Warren Wind Limited
|
100
|
BF58 Hunts Airfield Solar
Ltd
|
60
|
Wind Energy Three Limited
|
100
|
Lightning 1 Energy Park
Limited
|
100
|
Wind Energy Holdings
Limited
|
100
|
Abbots Ann Farm Solar Park
Limited
|
100
|
Crockbaravally Wind Holdco
Limited
|
100
|
Canada Farm Solar Park
Limited
|
100
|
Crockbaravally Wind Farm
Limited
|
100
|
Kinetica 846 Limited
|
100
|
Dayfields Solar Limited
|
100
|
Kinetica 868 Limited
|
100
|
Farm Power Apollo Limited
|
100
|
Twineham Energy Limited
|
60
|
Freathy Solar Park
Limited
|
100
|
Sheepwash Lane Energy Barn
Limited
|
100
|
IREEL FIT TopCo Limited
|
100
|
Whitehouse Farm Energy Barn
Limited
|
100
|
IREEL FIT HoldCo Limited
|
100
|
Bluefield Durrants GmBH
|
100
|
IREEL Wind TopCo Limited
|
100
|
New Road Solar 3 Limited
|
100
|
IREEL Solar HoldCo
Limited
|
100
|
New Road Solar 4 Limited
|
100
|
IREL Solar HoldCo Limited
|
100
|
Renewable Energy Hold Co Limited
(formerly Wind Energy Holding Company No.1 Limited and Good Energy
Holding Company No.1 Limited)
|
100
|
Ladyhole Solar Limited
|
100
|
Westover Gridco Limited
|
50
|
Morton Wood Solar Limited
|
100
|
Lyceum Solar Limited
|
9
|
Nanteague Solar Limited
|
100
|
Wind Energy 4 Hold Co
Limited
|
100
|
Newton Down Wind HoldCo
Limited
|
100
|
West Raynham X Energy Park
Limited
|
60
|
Newton Down Windfarm
Limited
|
100
|
|
|
Padley Wood Solar Limited
|
100
|
|
|
Peel Wind Farm (Sheerness)
Limited
|
100
|
|
|
Port of Sheerness Wind Farm
Limited
|
100
|
|
|
Sandys Moor Solar Limited
|
100
|
|
|
St Johns Hill Wind Holdco
Limited
|
100
|
|
|
St Johns Hill Wind
Limited
|
100
|
|
|
Trickey Warren Solar
Limited
|
100
|
|
|
Whitton Solar Limited
|
100
|
|
|
LPF UK Equityco Limited
|
100
|
|
|
LPF UK Solar Limited
|
100
|
|
|
LPF Kinetica UK Limited
|
100
|
|
|
9.
Trade and other receivables
|
30 June
2024
|
30 June
2023
|
|
£'000
|
£'000
|
Current assets
|
|
|
Income from investments
|
900
|
900
|
Other receivables
|
24
|
10
|
|
924
|
910
|
There are no material past due or
impaired receivable balances outstanding at the year
end.
The Directors consider that the
carrying amount of all receivables approximates to their fair
value.
10. Cash and cash equivalents
Cash and cash equivalents comprise
cash held by the Company and short term bank deposits held with
maturities of up to three months. The carrying amount of these
assets as at 30 June 2024 was £1,253,168 (2023: £968,878) and
approximated their fair value. Cash held by BR1, the Company's
immediate wholly owned subsidiary, as at 30 June 2024 is shown in
Note 8.
11.
Other payables and accrued expenses
|
30 June
2024
|
30 June
2023
|
|
£'000
|
£'000
|
Current liabilities
|
|
|
Investment advisory fees
|
162
|
164
|
Administration fees
|
130
|
136
|
Audit fees
|
120
|
109
|
Payable for Treasury shares
purchased
|
106
|
-
|
Directors' fees
|
85
|
72
|
Other payables
|
60
|
53
|
|
663
|
534
|
|
|
|
|
The Company has financial risk
management policies in place to ensure that all payables are paid
within the agreed credit period. The Directors consider that the
carrying amounts of all payables approximate to their fair
value.
12. Earnings per share
|
Year ended
|
Year ended
|
|
30 June
2024
|
30 June
2023
|
|
|
|
(Loss)/profit attributable to
Shareholders of the Company
|
(£9,600,983)
|
£46,793,621
|
|
|
|
Weighted average number of Ordinary
shares
|
609,849,113
|
611,452,217
|
|
|
|
Basic and diluted earnings from continuing operations and
(loss)/profit for the year (pence per share)
|
(1.57)
|
7.65
|
13. Share capital
The authorised share capital of the
Company is represented by an unlimited number of Ordinary Shares of
no par value which, upon issue, the Directors may designate into
such classes and denominate in such currencies as they may
determine.
Number of Ordinary Shares
|
Year ended
30 June
2024
|
Year ended
30 June
2023
|
|
Number
|
Number
|
|
|
|
Opening balance
|
611,452,217
|
611,452,217
|
Purchase of Ordinary shares into
Treasury
|
(9,078,000)
|
-
|
Closing balance
|
602,374,217
|
611,452,217
|
Treasury Shares
On 15 February 2024, the Company
announced a share buyback programme in which it had allocated £20
million to purchase its own shares post closed period. During the
year ended 30 June 2024, 9,078,000 Treasury shares were purchased
at an average price of 103.19 pence per share. The total amount
spent on the buyback was £9,368,038.
The Company held 9,078,000 Treasury
shares at the year end (2023: nil).
Shareholders' Equity
|
Year ended
30 June
2024
|
Year ended
30 June
2023
|
|
£'000
|
£'000
|
|
|
|
Opening balance
|
854,189
|
858,391
|
Purchase of Ordinary shares into
Treasury
|
(9,368)
|
-
|
Dividends paid
|
(53,663)
|
(50,995)
|
Total comprehensive
(loss)/income
|
(9,601)
|
46,793
|
Closing balance
|
781,557
|
854,189
|
Rights attaching to
shares
The Company has a single class of
Ordinary Shares, which are entitled to dividends declared by the
Company. At any general meeting of the Company, each ordinary
Shareholder is entitled to have one vote for each share held. The
Ordinary Shareholders also have the right to receive all income
attributable to those shares and participate in distributions made
and such income shall be divided pari passu among the holders of
Ordinary Shares in proportion to the number of Ordinary Shares held
by them.
14. Dividends
On 7 August 2023, the Board
declared a third interim dividend of £12,840,497, in respect of the
year ended 30 June 2023, equating to 2.10pps (third interim
dividend in respect of the year ended 30 June 2022: 2.05pps), which
was paid on 1 September 2023 to Shareholders on the register on 18
August 2023.
On 28 September 2023, the Board
declared a fourth interim dividend of £14,063,401 in respect of the
year ended 30 June 2023, equating to 2.30pps (fourth interim
dividend in respect of the year ended 30 June 2022: 2.09pps), which
was paid on 6 November 2023 to Shareholders on the register on 6
October 2023.
On 26 January 2024, the Board
declared its first interim dividend of £13,451,949, in respect of
the year ending 30 June 2024, equating to 2.20pps (first interim
dividend in respect of the year ended 30 June 2023: 2.10pps), which
was paid on 9 March 2024 to Shareholders on the register on 9
February 2024.
On 14 May 2024, the Board declared
a second interim dividend of £13,307,233, in respect of the year
ended 30 June 2024, equating to 2.20pps (second interim dividend in
respect of the year ended 30 June 2023: 2.10pps), which was paid on
24 June 2024 to Shareholders on the register on 24 May
2024.
15. Risk management policies and
procedures
The Company is exposed to a variety
of financial risks, including market risk (including price risk,
currency risk and interest rate risk), credit risk, liquidity risk
and portfolio operational risk. The Investment Adviser and the
Administrator report to the Board on a quarterly basis and provide
information to the Company which allows it to monitor and manage
financial risks relating to its operations.
The Company's overall risk
management programme focuses on the unpredictability of financial
markets and government energy policy and seeks to minimise
potential adverse effects on the Company's financial performance,
as referenced in the Principal Risks and Uncertainties section in
the Strategic Report.
The Board is ultimately responsible
for the overall risk management approach within the Company. The
Board has established procedures for monitoring and controlling
risk. The Company has investment guidelines that set out its
overall business strategies, its tolerance for risk and its general
risk management philosophy.
In addition, the Investment Adviser
monitors and measures the overall risk bearing capacity in relation
to the aggregate risk exposure across all risk types and
activities. Further details regarding these policies are set
out below:
Market price risk
Market price risk is defined as the
risk that the fair value of future cash flows of a financial
instrument held by the Company, in particular through the Company's
subsidiary, BR1, will fluctuate because of changes in market
prices.
Market price risk will arise from
changes in electricity prices whenever PPAs expire and are renewed.
The timing of these is staggered to minimise
risk.
BR1's future SPV investments are
subject to fluctuations in the price of secondary assets which
could have a material adverse effect on the BR1's ability to source
projects that meet its investment criteria and consequently its
business, financial position, results of operations and business
prospects.
The Company's overall market
position is monitored by the Investment Adviser and is reviewed by
the Board of Directors on an ongoing basis.
Currency risk
The Company does not have any
direct currency risk exposure as all its investments, borrowings
and other transactions are in Sterling. The Company is however
indirectly exposed to currency risk on future equipment purchases,
made through BR1's SPVs, where equipment is imported.
Interest rate risk
Interest rate risk is the risk that
the value of financial instruments and related income from the cash
and cash equivalents will fluctuate due to changes in market
interest rates.
The Company is also exposed,
through BR1, to interest rate risk on drawings under its RCF.
Please see page 29 in the Investment Adviser's report for details
of the third party debt within the Company's
subsidiaries.
The Company's interest bearing
financial assets consist of cash and cash equivalents. The interest
rates on the short term bank deposits are fixed and do not
fluctuate significantly with changes in market interest
rates.
The following table shows the
portfolio profile of the financial assets at year end:
|
Interest
rate
|
Total as
at
30 June
2024
£'000
|
|
|
|
Floating rate
|
|
|
RBSI
|
1.83%
|
976
|
|
|
|
Fixed rate
|
|
|
Lloyds
|
0.00%
|
277
|
|
|
|
|
|
1,253
|
|
Interest
rate
|
Total as
at
30 June
2023
£'000
|
|
|
|
Floating rate
|
|
|
RBSI
|
1.70%
|
753
|
|
|
|
Fixed rate
|
|
|
Lloyds
|
0.00%
|
216
|
|
|
|
|
|
969
|
The valuation of BR1's SPV
investments is subject to variation in the discount rate, which are
themselves subject to changes in interest rate risk due to the
discount rates applied to the discounted cash flow technique when
valuing the investments. The Investment Adviser reviews the
discount rates semi-annually and takes into consideration market
activity to ensure appropriate discount rates are recommended to
the Board. The Group is exposed to interest rate risk on the
Directors' Valuation of £965.6m (2023: £1,018.4m).
Credit risk
Credit risk is the risk that a
counterparty will be unable to pay amounts in full when
due.
The underlying SPVs are contracted
only with investment grade counter parties, mitigating PPA
counterparty risk. The Directors do not have any concerns around
the continuing purchasing of power through its current
PPAs.
The Company's credit risk exposure
is due to a portion of the Company's assets being held as cash and
cash equivalents and accrued interest. The Company maintains its
cash and cash equivalents and borrowings across two different
banking groups to diversify credit risk. The total exposure to
credit risk arises from default of the counterparty and the
carrying amounts of financial assets best represent the maximum
credit risk exposure at the year end date. As at 30 June 2024, the
maximum credit risk exposure in relation to cash and cash
equivalents held by the Company was £1,253,168 (2023: £968,878). If
the cash and cash equivalents held by BR1 are included, this
increases to £29,923,873 (2023: £27,375,878). All cash and cash
equivalents held by the Company and BR1 is with banks that have a
credit rating which is of investment grade.
|
Cash
|
Fixed
deposit
|
Total as
at
30 June
2024
|
|
£'000
|
£'000
|
£'000
|
|
|
|
|
RBSI
|
976
|
-
|
976
|
Lloyds
|
-
|
277
|
277
|
|
976
|
277
|
1,253
|
|
Cash
|
Fixed
deposit
|
Total as
at
30 June
2023
|
|
£'000
|
£'000
|
£'000
|
|
|
|
|
RBSI
|
753
|
-
|
753
|
Lloyds
|
-
|
216
|
216
|
|
753
|
216
|
969
|
The carrying amount of these assets
approximates their fair value.
Liquidity risk
Liquidity risk is the risk that the
Company will not be able to meet its liabilities as they fall
due. The Investment Adviser and the Board continuously monitor
forecasted and actual cash flows from operating, financing and
investing activities.
As the Company's investments,
through BR1, are in the SPVs, which are private companies that are
not publicly listed, the return from these investments is dependent
on the income generated or the disposal of renewable energy
infrastructure assets by the SPVs and will take time to
realise.
The Company, through BR1, expects
to comply with the covenants of its revolving credit
facility.
The following table details the
Company's expected maturity for its financial assets and
liabilities. These are undiscounted contractual cash
flows:
|
Less than one
year
|
Between one and five
years
|
After five
years
|
Total as
at
30 June
2024
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
Assets
|
|
|
|
|
Financial assets held at fair value through profit or
loss*
|
-
|
-
|
423,162
|
423,162
|
Trade
and other receivables**
|
924
|
-
|
-
|
924
|
Cash and
cash equivalents
|
1,253
|
-
|
-
|
1,253
|
|
|
|
|
|
Liabilities
|
|
|
|
|
Other
payables and accrued expenses
|
(663)
|
-
|
-
|
(663)
|
|
1,514
|
-
|
423,162
|
424,676
|
|
|
|
|
|
* the Company passes debt to BR1
under loan agreements; as at the year end there is an additional
amount of non-contractual cash which is not reflected above in
addition to the interest income
**excluding prepayments
As part of the financing terms
provided by all third party leaders to companies within the Group,
lenders have security packages which include charges over the
shares of the borrower entity and any wholly owned
subsidiaries.
|
Less than one
year
|
Between one and five
years
|
After five
years
|
Total as
at
30 June
2023
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
Assets
|
|
|
|
|
Financial assets held at fair value through profit or
loss*
|
-
|
-
|
454,460
|
454,460
|
Trade
and other receivables**
|
910
|
-
|
-
|
910
|
Cash and
cash equivalents
|
969
|
-
|
-
|
969
|
|
|
|
|
|
Liabilities
|
|
|
|
|
Other
payables and accrued expenses
|
(534)
|
-
|
-
|
(534)
|
|
1,345
|
-
|
454,460
|
455,805
|
* the Company passes debt to BR1
under loan agreements; as at the year end there is an additional
amount of non-contractual cash which is not reflected
above
**excluding prepayments
Portfolio operational risk
Portfolio operational risk is
defined as the risk that renewable energy infrastructure assets
perform below expectation after acquisition and revenue received
from the sale of electricity is reduced. This risk is mitigated by
BSL ensuring that operation and maintenance contractors are
compliant with their contractual obligations including reaction
times, maintenance plans and service levels.
Concentrations of risk
Concentrations of risk arise from
financial instruments that have similar characteristics and are
affected similarly by changes in economic or other conditions. All
assets are located in the UK and consist of solar, wind and energy
storage assets.
Capital management policies and procedures
The Company's capital management
objectives are to ensure that the Company will be able to continue
as a going concern while maximising the capital return to equity
Shareholders.
In accordance with the Company's
investment policy, the Company's principal use of cash (including
the proceeds of any share issuance and loan facilities) is to fund
BR1's projects, as well as expenses related to fundraising, the
share issues, ongoing operational expenses and payment of dividends
and other distributions to Shareholders in accordance with the
Company's dividend policy.
The Board, with the assistance of
the Investment Adviser, monitors and reviews the broad structure of
the Company's capital on an ongoing basis.
The Company has no imposed capital
requirements.
The capital structure of the
Company consists of issued share capital and retained
earnings.
16. Related party
transactions and Directors' remuneration
In the opinion of the Directors,
the Company has no immediate or ultimate controlling
party.
The Chair was entitled to an
annual remuneration of £81,000 (2023: £68,906). The other Directors
were entitled to an annual remuneration of £54,000 (2023: £43,050).
The Chair of the Nomination Committee receives an additional annual
fee of £3,000 (2023: N/A). The Chair of the Remuneration Committee
receives an additional annual fee of £3,000 (2023: N/A). The Chair
of the Environmental, Social and Governance Committee receives an
additional annual fee of £7,000 (2023: £5,250). The Chair of the
Audit and Risk Committee receives an additional annual fee of
£11,000 (2023: £8,768). The Chair of the Management Engagement and
Service Providers Committee receives an additional annual fee of
£4,000 (2023: £3,150).
The total Directors' fees expense
for the year amounted to £284,166 (2023: £271,634) of which £85,414
was outstanding at 30 June 2024 (2023: £71,517).
At 30 June
2024, the number of Ordinary Shares held by each Director is as
follows:
|
|
2024
Number of
Ordinary
Shares
|
2023
Number of
Ordinary
Shares
|
John Scott*
|
|
683,929
|
625,619
|
Elizabeth Burne
|
|
15,000
|
15,000
|
Michael Gibbons
|
37,800
|
-
|
Meriel Lenfestey
|
7,693
|
7,693
|
Chris Waldron*
|
55,000
|
N/A
|
Paul Le Page
|
N/A
|
35,000
|
|
|
799,422
|
683,312
|
*Including shares held by
PCAs
John Scott and Michael Gibbons are
Directors of BR1. They received an annual fee of £6,828 (2023:
£6,565) each for their services to this company. Neil Wood and
James Armstrong, who are partners of the Investment Adviser, are
also Directors of BSIFIL and BR1.
The Company and BR1's investment
advisory fees for the year amounted to £6,510,644 (2023:
£7,052,064) of which £512,618 (2023: £554,919) was outstanding at
the year end. James Armstrong, Giovanni Terranova and Neil Wood,
who are partners of the Investment Adviser, hold a 0.03%, 0.07% and
0.01% interest in the Company as at 30 June 2024,
respectively.
Fees paid during the year by SPVs
to BSL, a company which has the same ownership as that of the
Investment Adviser totalled £5,795,140 (2023: £4,456,173).
BSL provides asset management and other services relating to the
operation of daily management activities of the renewable energy
project companies.
Fees paid during the year by SPVs
to BOL, a company which has the same ownership as that of the
Investment Adviser totalled £15,819,315 (2023: £10,156,959). BOL
provides O&M and other services relating to the operation of
daily management activities of the renewable energy project
companies.
Fees paid during the year by SPVs
to BRD, a company which has the same ownership as that of the
Investment Adviser, totalled £808,168 (2023: £1,624,024). BRD
locates and manages a pipeline of development projects for the
Company and the amount includes £Nil (2023: £966,681) for BRD's
share of development projects sold.
Fees paid during the year by SPVs
to BCM, a company which has the same ownership as that of the
Investment Adviser totalled £335,223 (2023: £Nil). BCM provides
construction management services on the new build
portfolio.
The Company's monitoring fee income
received from BR1 amounted to £900,000 (2023: £900,000) of which
£900,257 was outstanding at the year end (2023:
£900,257).
17. Subsequent
events
The following events happened after the end of the Company's
reporting period on 30 June 2024
On 22 July 2024, the Company
announced the signing of Phase Two of its long term strategic
partnership with GLIL, being the sale of a 50% stake in a 112.2MW
portfolio of UK solar assets which had been 100% owned by the
Company. On 5 September 2024, the Company announced completion of
the sale for c.£70 million, of which £50.5 million was used to
partially repay the RCF. The remaining proceeds will be used to
provide funding for the Company's construction pipeline. After
completion of Phase Two, the Company's equity stake in the combined
portfolios increased to approximately 25%. This includes the
acquisition of the Lightsource BP Portfolio, in which Bluefield
Solar secured a 9% equity interest alongside GLIL during Phase One
of the Strategic Partnership in December 2023.
Post year end, on 19 August 2024,
the Board declared a third interim dividend of £13,171,273 in
respect of the year ended 30 June 2024, equating to 2.20pps (third
interim dividend in respect of the year ended 30 June 2023:
2.10pps), which will be paid on or around 30 September 2024 to
Shareholders on the register on 30 August 2024.
Post year end, Meriel Lenfestey
bought an additional 12,307 Ordinary Shares and Chris Waldron
bought an additional 35,000 Ordinary Shares of the
Company.
Post year end, on 27 September
2024, the Board approved a fourth interim dividend in respect of
the year ended 30 June 2024 of 2.20pps (fourth interim dividend in
respect of the year ended 30 June 2023: 2.30pps), which will be
declared on 30 September 2024 and will be paid on or around 15
November 2024 to Shareholders on the register on 11 October
2024.
During the period from 1 July 2024
up to and including 26 September 2024, the Company purchased
5,505,000 Treasury shares at a total cost of £5,930,527.
Glossary of Defined Terms
Administrator means Ocorian
Administration (Guernsey) Limited
AGM means the Annual General
Meeting
AIC means the Association of
Investment Companies
AIC Code means the
Association of Investment Companies Code of Corporate
Governance
AIF means Alternative
Investment Fund
AIFM means Alternative
Investment Fund Management
AIFMD means the Alternative
Investment Fund Management Directive
Articles means the Memorandum
of 29 May 2013 as amended and Articles of Incorporation as adopted
by special resolution on 7 November 2016
Auditor means KPMG Channel
Islands Limited (see KPMG)
Aviva Investors means Aviva
Investors Limited
BCM means Bluefield
Construction Management Limited
BEIS means The Department for
Business, Energy and Industrial Strategy
BEPS means Base erosion and
profit shifting
BESS means battery energy
storage systems
Bluefield means Bluefield
Partners LLP
Bluefield Group means
Bluefield Partners LLP and Bluefield Companies
BOL means Bluefield
Operations Limited
Board means the Directors of
the Company
BR1 means Bluefield
Renewables 1 Limited being the only direct
subsidiary of the Company
BRD means Bluefield Renewable
Developments Limited
Brexit means departure of the
UK from the EU
BSIF means Bluefield Solar
Income Fund Limited
BSL means Bluefield Asset
Management Services Limited
BSUoS means Balancing
Services Use of System charges: costs set to ensure that network
companies can recover their allowed revenue under Ofgem price
controls
Business days means every
official working day of the week, generally Monday to Friday
excluding public holidays
CAGR means compound annual
growth rate
Calculation Time means The
Calculation Time as set out in the Articles of
Incorporation
CCC means Committee on
Climate Change
CfD means Contract for
Difference
Company means Bluefield Solar
Income Fund Limited
Companies Law means the
Companies (Guernsey) Law 2008, as amended (see Law)
Cost of debt means the
blended cost of debt reflecting fixed and index-linked
elements
CO2e means Carbon Dioxide
emissions
CRS means Common Reporting
Standard
CSR means Corporate Social
Responsibility
DCF means Discounted Cash
Flow
DEFRA means the Department
for Environment, Food and Rural Affairs
DESNZ means the Department
for Energy Security and Net Zero
Defect Risk means that there
is an over-reliance on limited equipment manufacturers which could
lead to large proportions of the portfolio suffering similar
defects
Directors' Valuation means
gross value of the SPV investments held by BR1, including their
holding companies.
DNO means Distribution
Network Operator
DNSH means Do No Significant
Harm
DSCR means debt service cover
ratio
DTR means the Disclosure
Guidance and Transparency Rules of the UK's FCA
EBITDA means Earnings before
interest, tax, depreciation and amortisation
EGL means Electricity
Generator Levy
EGM means Extraordinary
General Meeting
EIS means Enterprise
Investment Scheme
EPC means Engineering,
Procurement & Construction
EPS means Earning per
share
ESCC means Equity Shares in
Commercial Companies category
ESG means Environmental,
Social & Governance
EU means the European
Union
EV means enterprise
valuation
FAC means Final Acceptance
Certificate
FATCA means the Foreign
Account Tax Compliance Act
FI means Financial
Institution
Financial Statements means
the audited annual financial statements
FiT means Feed-in
Tariff
FRC means Financial Reporting
Council
GAV means Gross Asset
Value
GDPR means General Data
Protection Regulation
GFSC means the Guernsey
Financial Services Commission
GHG means greenhouse
gas
GHG Protocol supplies the
world's most widely used greenhouse gas accounting
standards
GLIL means GLIL
Infrastructure LLP
Group means Bluefield Solar
Income Fund Limited, its subsidiaries and associates
Guernsey Code means the
Guernsey Financial Services Commission Finance Sector Code of
Corporate Governance
GWh means Gigawatt
hour
GW means Gigawatt
peak
IAS means International
Accounting Standard
IASB means the International
Accounting Standards Board
IFRS means International
Financial Reporting Standards as adopted by the EU
Investment Adviser means
Bluefield Partners LLP
IPCC means Intergovernmental
Panel on Climate Change
IPEV Valuation Guidelines means the International Private Equity and Venture Capital
Valuation Guidelines
IPO means initial public
offering
IRR means Internal Rate of
Return
IVSC The International
Valuation Standards Council
KID means Key Information
Document
KPI means Key Performance
Indicators
KPMG means KPMG Channel
Islands Limited (see Auditor)
kWh means Kilowatt
hour
kW means Kilowatt
Law means Companies
(Guernsey) Law, 2008 as amended (see Companies Law)
LD means liquidated
damages
Listing Rules means the set
of FCA rules which must be followed by all companies listed in the
UK
Lloyds means Lloyds Bank
Group plc
LSE means London Stock
Exchange plc
LTF means long term facility
provided by Aviva Investors Limited
Macquarie means Macquarie
Bank Limited
Main Market means the main
securities market of the LSE
MESPC means Management
Engagement and Service Providers Committee
MW means Megawatt (a unit of
power equal to one million watts)
MWh means Megawatt
hour
NatWest means NatWest
International plc
NAV means Net Asset Value as
defined in the prospectus
NGFS means Network for
Greening the Financial System
NIRO means Northern Ireland
Renewables Obligation
NMPI means Non-mainstream
Pooled Investments and Special Purpose Vehicles and the rules
around their financial promotion
NPPR means the AIFMD National
Private Placement Regime
O&M means Operation and
Maintenance
OECD means The Organisation
for Economic Cooperation and Development
Official List means the
Premium Segment of the UK Listing Authority's Official
List
Ofgem means Office of Gas and
Electricity Markets
Ordinary Shares means the
issued ordinary share capital of the Company, of which there is
only one class
Outage Risk means that a
higher proportion of large capacity assets hold increased exposure
to material losses due to curtailments and periods of
outage
P10 means Irradiation
estimate exceeded with 10% probability
P90 means Irradiation
estimate exceeded with 90% probability
PAI means Principle Adverse
Indicators
PCA means Persons Closely
Associated
PCAF means Partnership for
Carbon Accounting Financials
PPA means Power Purchase
Agreement
pps means pence per
share
PR means Performance Ratio
(the ratio of the actual and theoretically possible energy
outputs)
PRIIPS means Packaged Retail
and Insurance-Based Investment Products
PV means
Photovoltaic
RBSI means Royal Bank of
Scotland International Limited
RCF means Revolving Credit
Facility
RCP means Representative
Concentration Pathway
REGO means Renewable Energy
Guarantees of Origin
REMA means Review of
Electricity Market Arrangements
RIDDOR means Reporting of
Injuries, Diseases and Dangerous Occurrences Regulations
RO Scheme means the Renewable
Obligation Scheme which is the financial mechanism by which the UK
Government incentivises the deployment of large-scale renewable
electricity generation by placing a mandatory requirement on
licensed UK electricity suppliers to source a specified and
annually increasing proportion of the electricity they supply to
customers from eligible renewable sources, or pay a
penalty
ROC means Renewable
Obligation Certificates
ROC recycle means the payment
received by generators from the redistribution of the buy-out fund.
Payments are made into the buy-out fund when suppliers do not have
sufficient ROCs to cover their obligation.
RPI means the Retail Price
Index
Santander UK means Santander
UK plc
SASB means Sustainability
Accounting Standards Board
SBTI means Science Based
Targets Initiative
SCADA means Supervisory
Control and Data Acquisition
SDG means the United Nations
Sustainable Development Goals
SDR means Sustainability
Disclosure Requirements
SFDR means the
Sustainable Finance Disclosure
Regulation
SIC means Standard Industrial
Classification
SONIA means Sterling
Overnight Index Average
SPA means Share Purchase
Agreement
SPVs means the Special
Purpose Vehicles which hold the Company's investment portfolio of
underlying operating assets
SSP means Shared
Socioeconomic Pathways
Sterling means the Great
British pound currency
TCFD means Task Force for
Climate-related Financial Disclosures
TNFD means Taskforce on
Nature-related Financial Disclosures
TISE means The International
Stock Exchange (formerly CISE, Channel Islands Securities
Exchange)
UK means the United Kingdom
of Great Britain and Northern Ireland
UK Code means the United
Kingdom Corporate Governance Code
UK
FCA means the UK Financial Conduct
Authority
UNGC means the United Nations
Global Compact
United Nations Principles for Responsible
Investment means an approach to
investing that aims to incorporate environmental, social and
governance factors into investment decisions, to better manage risk
and generate sustainable, long-term returns
Alternative Performance Measures
(Unaudited)
APM
|
Definition
|
Purpose
|
Calculation
|
Total return
|
The percentage increase/(decrease)
in NAV, inclusive of dividends paid, in the reporting
period.
|
A key measure of the success of the
Investment Adviser's investment strategy.
|
The change in NAV for the period
plus any dividends paid divided by the initial NAV.
(129.75-139.70+2.10+2.30+2.20+2.20)/139.70=(0.83)%
|
Total Shareholder Return
|
The percentage increase/(decrease)
in share price, inclusive of dividends paid, in the reporting
period.
|
A measure of the return that could
have been obtained by holding a share over the reporting
period.
|
The change in share price for the
period plus any dividends paid divided by the initial share price.
(105.60-120.00+2.10+2.30+2.20+2.20)/120.00=(4.67)%. The measure
excludes transaction costs.
|
Total Dividends Declared in
Period
|
This is the sum of the dividends
that the Board has declared relating to the reporting
period.
|
A measure of the income that the
company has paid to shareholders that can be compared to the
Company's target dividend.
|
The linear sum of each dividend
declared in the reporting period.
|
Underlying Earnings
|
Total net income of the Company's
investment portfolio.
|
A measure to link the underlying
financial performance of the operational projects to the dividends
declared and paid by the Company.
|
Total income of the Company's
portfolio minus Group operating costs minus Group debt
costs.
|
Market Capitalisation
|
The total value of the Company's
issued share capital.
|
This is a key indicator of the
Company's liquidity.
|
The price per share multiplied by
the number of shares in issue.
|
NAV per Ordinary Share
|
The Company's closing NAV per share
at the year end.
|
A measure of the value of one
Ordinary Share.
|
The net assets attributable to
Ordinary Shares on the statement of financial position (£781.6m)
divided by the number of ordinary shares in issue (602,374,217) as
at the calculation date.
|
Sale of Electricity
|
The total proportion of revenue
generated by the Company's portfolio that is attributable to
electricity sales.
|
A measure to understand the
proportion of revenue attributable to sales of
electricity.
|
The amount of revenue attributable
to electricity sales divided by the total revenue generated by the
Company's portfolio, expressed as a percentage.
|
Total Revenue
|
Total net income of the Company's
investment portfolio.
|
A measure to outline the Total
revenue of the portfolio on per MW basis.
|
Total income of the Company's
portfolio owned for a full 12 months.
|
PPA Revenue
|
Revenue generated through
PPAs.
|
A measure to outline the revenue
earned by the portfolio from power sales.
|
Total revenue from all power price
sales during the period from the Company's portfolio.
|
Regulated Revenue
|
Revenue generated from the sale of
FiTs and ROCs.
|
A measure to outline the revenue
earned by the portfolio from government subsidies.
|
Total revenue from all subsidy
income earned during the year from the Company's
portfolio.
|
Ongoing charges ratio
|
The recurring costs that the Company
and its Immediate Holding Company has incurred during the year
excluding performance fees and one off legal and professional fees
expressed as a percentage of the Company's average NAV for the
year.
|
A measure of the minimum gross
profit that the Company needs to produce to make a positive return
for Shareholders.
|
Calculated in accordance with the
AIC methodology detailed in the table below.
|
Weighted Average ROC
|
A relative indicator of the
regulatory revenues within a renewable portfolio.
|
A measure of the Company's portfolio
earnings as a proportion of its assets.
|
Total Regulated Revenue received by
the portfolio divided by the product of the current market value of
a ROC and the annual generation capacity of the
portfolio.
|
Weighted Average Life
|
The average operational life of the
Company's portfolio.
|
A measure of the Company's progress
in extending the life of its portfolio beyond the end of the
subsidy regime in 2036.
|
The sum of the product of each
plant's operational capacity in MW and the plant's expected life
divided by the total portfolio capacity in MW.
|
Directors' Valuation
|
The gross value of the SPV
Investments held by BR1, including their holding companies minus
Project level debt.
|
An estimate of the sum that would be
realised if the Company's portfolio was sold on a willing buyer,
willing seller basis.
|
A reconciliation of the Directors'
Valuation to Financial assets at fair value through profit and loss
is shown in Note 8 of the financial statements.
|
Gross Asset Value
|
The Market Value of all Assets
within the Company.
|
A measure of the total value of the
Company's Assets.
|
The total assets attributable to
Ordinary Shares on the Statement of Financial Position.
|
Total Outstanding Debt
|
The total outstanding balances of
all debt held within the Company and its subsidiaries.
|
A measure that is used to establish
the Company's level of gearing.
|
The sum of the Sterling equivalent
values of all loans held within the Company.
|
Regulated Revenue
|
Revenue generated from the sale of
FiTs and ROCs.
|
A measure to outline the revenue
earned by the portfolio from government subsidies.
|
Total revenue from all subsidy
income earned during the year from the Company's
portfolio.
|
Ongoing Charges
|
Year to 30 June 2024
|
|
The
Company
|
Immediate Holding
Company
|
Total
|
|
£'000s
|
£'000s
|
£'000s
|
Fees to Investment
Adviser
|
662,531
|
5,909,672
|
6,572,203
|
Legal and professional
fees
|
190,897
|
309,739
|
500,636
|
Administration fees
|
503,977
|
-
|
503,977
|
Directors' remuneration
|
284,166
|
14,035
|
298,201
|
Audit fees
|
123,815
|
18,060
|
141,875
|
Other ongoing expenses
|
246,273
|
165,090
|
411,363
|
|
|
|
|
Total ongoing expenses
|
2,011,659
|
6,416,596
|
8,428,255
|
|
|
|
|
Average NAV
|
|
|
824,192,892
|
|
|
|
|
Ongoing Charges (using AIC
methodology)
|
1.02%
|
|
|
|
|