TIDMFTSV
FORESIGHT SOLAR & TECHNOLOGY VCT PLC
LEI: 21380013CXOR8N6OD977
Financial Highlights
-- Ordinary Shares Total Net Assets as at 30 September 2022: GBP45.4m
-- Ordinary Shares Net Asset Value per share as at 30 September 2022: 131.2p
-- Foresight Williams Technology Shares Total Net Assets as at 30 September
2022: GBP19.3m
-- Foresight Williams Technology Shares Net Asset Value per share as at 30
September 2022: 102.9p
Ordinary Shares Fund
-- Net Asset Value per Ordinary Share at 30 September 2022 was 131.2p,
representing an increase of 22.3% from the Net Asset Value per Ordinary
Share of 107.3p as at 31 March 2022.
-- At 30 September 2022, the fund held positions in 11 UK solar assets, with
a total installed capacity of 69.7MW.
-- As communicated in the annual report published in August 2022, the Board
and the Investment Manager remain in the process of realising the Solar
portfolio with the objective to return value to all Ordinary
shareholders.
Foresight Williams Technology Shares Fund
-- Net Asset Value per FWT Share at 30 September 2022 was 102.9p (31 March
2022: 97.4p).
-- During the period, under the Offer for subscription for the Foresight
Williams Technology Shares fund (the "FWT Shares fund"), dated 5 January
2022, GBP1.7m of new funds were raised.
-- During the period, the fund invested in eight new portfolio companies and
executed three follow on investments into Cambridge GaN Devices Limited,
Vector Photonics Limited and Forefront RF Limited.
-- Since the end of the reporting period, a further GBP1.9m has been raised,
bringing the total funds raised to GBP20.7m.
-- Since the end of the reporting period, three further investments have
been made, bringing total deployment to GBP15.1m.
Dividend History
Ordinary Shares
Date Dividend
per share
25 September 2020 2.0p
22 November 2019 3.0p
26 April 2019 3.0p
23 November 2018 3.0p
27 April 2018 3.0p
24 November 2017 3.0p
7 April 2017 3.0p
18 November 2016 3.0p
8 April 2016 3.0p
13 November 2015 3.0p
10 April 2015 3.0p
14 November 2014 3.0p
4 April 2014 3.0p
25 October 2013 3.0p
12 April 2013 2.5p
31 October 2012 2.5p
Cumulative 46.0p
Chairman's Statement
On behalf of the Board, I am pleased to present the Unaudited
Half-Yearly Financial Report for Foresight Solar & Technology
VCT Plc for the six months ended 30 September 2022 and to provide
you with an update on the developments affecting the Company.
ORDINARY SHARES
Performance and portfolio activity
The Net Asset Value per Ordinary Share increased by 23.9p to
131.2p at 30 September 2022, compared to 107.3p per share at 31
March 2022. This increase, of 22.3%, in NAV was largely driven by
increased wholesale power prices and the effects of higher than
budgeted inflation, and strong operational performance and solar
irradiation during the summer months.
The war in Ukraine has compounded upward pressure on European
gas prices that had already started the year at elevated levels due
to supply shortages. In the current environment it is difficult to
judge when energy prices and inflation will peak, although present
levels are unsustainably high and in need of downward
correction.
The Board and the Investment Manager have been working on the
planned exit process of the assets in the Ordinary Shares
portfolio. This process continued to progress and exclusivity was
awarded to one of the bidders, with the transaction reaching its
final stages in December. The completion of the sale has been
delayed due to uncertainty around the new UK Government's energy
policy, but the sale process is targeted to close during the first
quarter of 2023.
Consistent with prior communications, following the award of the
Spanish claim (equivalent to GBP2m-GBP2.5m, or 5.8-7.2p per
Ordinary Share), significant challenges remain with respect to
collectability. The Company continues to follow up this claim in
the courts and as such, the Board has not assigned any current
value to the claim in the net asset value reported.
The overall performance of the Ordinary Shares remains robust
and the total return since inception as at 30 September 2022 was
177.2p per Ordinary Share.
Management fees
The annual management fee of the Ordinary Shares fund is
calculated as 1.5% of Net Assets and equated to GBP309,000 during
the period.
In the context of realisations achieved and the continuing
professional management of the portfolio, the Board believe that
the annual management fee represents good value for investors.
Green Economy Mark
The Board is pleased that the Company continues to be classified
as a Green Economy Issuer by the London Stock Exchange ("LSE").
This is an initiative launched by the LSE supporting sustainable
finance on its markets. The Green Economy Mark recognises listed
companies with 50% or more of revenues from environmental
solutions.
FWT SHARES
The Foresight Williams Technology VCT share class (the "FWT
Shares") was launched in December 2019, and represents an exciting
investment opportunity made possible by the collaboration between
Foresight Group and Williams Advanced Engineering ('WAE'), a
technology and engineering services business, originally spun out
of the Williams Formula 1 business.
The share class provides investors with the opportunity to
invest in a portfolio of early-stage companies with high
growth-potential, developing innovative and occasionally
transformational technologies across a range of different sectors.
It builds on the successful relationship that Foresight and WAE
have enjoyed from their launch of the Foresight Williams Technology
EIS Fund (the 'EIS fund') in November 2016, which has raised over
GBP50m to date and has made over twenty investments across a range
of different sectors so far.
Fundraising and share issues
The Offer for subscription, dated 5 January 2022, is up to
GBP20m (with an overallotment facility for up to an additional
GBP10m) through the issue of FWT Shares. During the period, 1.7
million FWT Shares were allotted, raising a further GBP1.7m,
bringing the total funds raised since launch to GBP18.8m.
Post period end, a further 1.9 million FWT Shares were allotted,
increasing the total funds raised to GBP20.7m. The Offer is now
closed for investment, however the Board and I are pleased to
announce that the next offer for subscription will be published at
the beginning of the New Year, allowing for investors to continue
to participate in the future fundraising of the FWT share
class.
Performance and Portfolio Activity
A detailed analysis of the investment portfolio performance over
the period is given in the Investment Manager's Review.
During the period under review, the Investment Manager completed
eight new investments in exciting companies costing a total
GBP3.6m. The Investment Manager also completed three follow on
investments into Cambridge GaN Devices Limited, Vector Photonics
Limited and Forefront RF Limited.
Details of each of the top 10 portfolio companies by value as at
30 September 2022 can be found in the Investment Manager's
review.
As at 30 September 2022, the FWT Shares had made investments
totalling GBP13.3m in 23 exciting portfolio companies. Post period
end, the FWT Shares made one new and two follow-on investments
totalling GBP1.8m.
Management fees
The annual management fee of the FWT Shares fund is calculated
as 2.0% of Net Assets and equated to GBP181,000 during the period.
The Board believe that the annual management fee represents good
value for investors.
COMPANY OUTLOOK
Outlook
The focus of the Board and the Investment Manager remains to
continue to optimise the Ordinary Shares portfolio with the view to
completing the sale in the near future.
The Company will also continue to raise new funds in the FWT
Shares fund and seek appropriate qualifying investments for this
share class.
Ernie Richardson
Chairman
28 December 2022
Investment Manager's Review
ORDINARY SHARES
Portfolio summary and performance
Over the past six months, the Investment Manager has been
focussing on the sale of the portfolio, a process which had
commenced earlier in the year. The portfolio's production during
the period was 4.6% above budget. The high production levels were
particularly driven by high irradiance during the period which was
significantly above budget during the summer months.
The portfolio's availability during the period was good but
performance was impacted by inverter outages at the two
largest sites in the portfolio, Laurel Hill and Turweston, in
early summer. New Kaine experienced inverter tripping events
particularly in June which impacted the site's performance.
The portfolio sale is well progressed and completion of the sale
is targeted for the first quarter of 2023. There were no
acquisitions or disposals of sites during the period.
Market update
Power Prices
The sustained conflict in Ukraine has continued to contribute to
elevated global gas prices through spring and summer 2022. Forward
markets anticipate continued high prices throughout 2022 and years
beyond although gas prices remain volatile varying significantly
from one month to the next. As gas-fired technologies usually set
the clearing price for power in the UK, there is a strong
correlation between wholesale gas and electricity prices in the UK.
The combined effect of recovering electricity demand, relatively
low renewable output, and rising commodity prices saw high power
prices continue in the UK during the reporting period. Price levels
in October and November have ebbed at the time of writing to levels
observed in summer 2021.
Inflation
Aside from power prices, general measures of inflation rose to
levels not seen for decades. One such measure, the Retail Price
Index ("RPI"), is used to escalate the base price for ROCs, the
green certificates that the projects in this portfolio benefit
from. This inflation, and expectations of it continuing for at
least a short period, have had a positive effect on the valuation
of the portfolio's assets.
Interest Rates
The Bank of England has risen interest rates considerably during
the period in response to inflation. The interest rates on the debt
in the portfolio are fixed through interest rate swaps. Discount
rates on equity have risen slightly during the period although this
has not been an aspect of the dialogue with the preferred bidder
for the assets.
Green Investment
Governments in the UK and across Europe continue to remain
supportive of the renewables sector, such support growing in the
wake of the pandemic and more so following the commencement of the
war in Ukraine. While this fund cannot invest further into new
solar parks, such strong messaging from governments does appear to
steer more capital towards investing in renewables and hence be
supportive of valuations for existing asset portfolios.
Revenues
The portfolio's revenues for the period exceeded budget by
20.3%. The strong performance was primarily driven by very strong
solar irradiation during the summer months and high power prices.
The majority of the portfolio's capacity was under fixed power
prices during the period with the remainder of the portfolio left
to market power prices. High fixed and floating power prices
resulted in the majority of revenues coming from the power sales
under the portfolio's various PPA contracts, with the balance
coming from subsidies (predominantly under the ROC scheme) and
other green benefits.
The Investment Manager recovered contractual liquidated damages
from some of the portfolio's O&M providers which also
contributed to the portfolio's revenues in the period.
Valuation
Market valuations for solar parks are typically based on
assessments of future cashflow generation over the life of the
projects. Rising inflation and rising power price forecasts have
been very supportive of higher market valuations for the fund's
assets. Increased investor appetite for the assets has also had a
positive impact on valuations. These factors as well as strong
operating performance and cash generation have led to rising
valuations for the Ordinary Shares fund overall. In context of
recent speculation of government intervention, the valuations were
accordingly updated to reflect the most likely scenario. On 17
November 2022, the Autumn Budget revealed plans to introduce an
additional levy to those groups generating more than 100
gigawatt-hours per annum. Although the VCT's assets most likely
fall below this de minimis threshold, this may still have
transaction implications.
Portfolio Sale
Post period end, the process has continued in spite of a
volatile macroeconomic backdrop and significant uncertainty in
terms of the UK government policy. Whilst this challenging period
has caused some delay, the sale process is expected to close in the
first quarter of 2023.
Sustainable investing
Sustainability lies at the heart of the Manager's approach, and
the Manager believes that investing responsibly, seeking to make a
positive social and environmental impact, is critical to its
long-term success. These factors have been integrated into its
investment and asset management processes. Foresight continues to
refine its evaluation of the sustainability considerations of all
of its investments so as to demonstrate more comprehensively the
environmental benefits and social contribution of all assets
managed by Foresight, including this solar portfolio.
There are five central themes to the Tool, which cover the key
areas of sustainability.
The five criteria are:
1. Sustainable Development Contribution: The development of affordable and
clean energy as well as improved resource and energy efficiency.
2. Environmental Footprint: Assessing potential environmental impact such as
emissions to air, land and water, effects on biodiversity and noise and
light pollution.
3. Social Welfare: Engagement and consultation with local stakeholders.
Ensuring a positive local economic and social impact, community
engagement and the health and wellbeing of stakeholders.
4. Governance: Compliance with relevant laws and regulations and ensuring
best practice is followed.
5. Third Party Interactions: Third party due diligence is conducted on key
counterparties to ensure adherence to the aforementioned criteria where
relevant.
Land management
Compliance audits have been carried out on all UK sites held by
portfolio companies, confirming that they are in line with
government permits and conditions. Foresight Group remains a
working partner of the Solar Trade Association's Large Scale Asset
Management Working Group. Foresight is a signatory to the Solar
Farm Land Management Charter and seeks to ensure that the solar
farms operated by all of our portfolio companies are managed in a
manner that maximises the agricultural, landscaping, biodiversity
and wildlife potential, which can also contribute to lowering
maintenance costs and enhancing security. As such, Foresight Group
regularly inspects sites and advises portfolio companies to develop
site specific land management and biodiversity enhancement plans to
secure long term gains for wildlife and ensure that the land and
environment are maintained to a high standard.
This includes:
-- Management of grassland areas within the security fencing to promote
wildflower meadows and sustainable sheep grazing;
-- Planting and management of hedgerows and associated hedge banks;
-- Management of field boundaries between security fencing and hedgerows;
-- Sustainable land drainage and pond restoration;
-- Installation of insect hotels and reptile hibernacula;
-- Installation of boxes for bats, owls and kestrels;
-- Installation of beehives by local beekeepers.
Most solar parks are designed to enable sheep grazing and the
remaining plants are investigated for alterations to ensure that
the farmland on which the solar assets are located can remain
useful in agricultural production, which is a frequent desire of
local communities.
Examples of sustainable land management activities across the
portfolio include:
-- Free-range chickens grazing at the New Kaine site
-- The grounds of Turweston solar farm continue to be managed as wildflower
meadow
-- Beehives are on site at Turweston
-- Bird and bat boxes have been installed at Basin Bridge
-- At Turweston additional gates with sufficient gaps at the lower edge were
installed to allow for safe wildlife passage across the site
-- Trees and hedgerows have been planted, and hedge infill work undertaken
at Dove View and Hurcott.
O&M Provider Sustainability Agreement
As detailed in previous reports the Investment Manager has been
working closely with its major suppliers and counterparties to
encourage the adoption of ESG and sustainability policies where
such policies either did not exist or were not as robust as that of
the Investment Manager's own.
Foresight has established an O&M Provider Sustainability
Agreement, which has been signed by the main providers of
Operations and Maintenance services to the assets. We are pleased
that these key O&M providers have agreed to align their
approach with that of our own in placing sustainability at the
heart of their operations.
This ground-breaking agreement stipulates where Foresight
believes positive environmental and social outcomes can be achieved
within supplier activity. Foresight also believes that adherence
can offer long-term cost benefit and business opportunities through
more efficient use of resources and intelligent forward
planning.
In the long-term, Foresight will expect its O&M providers to
track their own performance in these areas and report this through
annual questionnaires. Foresight also expects its O&M providers
to communicate these requirements and standards within their supply
chain. In order to review the performance of our O&M providers,
the Investment Manager will meet with them once a year and discuss
how these principles worked in practice, as well as working
together to update the principles, if necessary. Foresight plans to
integrate these principles into future O&M contracts.
The principles that underpin the obligations of the agreements
incorporate elements of both the United Nations Sustainable
Development Goals and the Principles for Responsible Investment
("PRI") international frameworks.
Social and Community Engagement
Foresight Group actively seeks to engage with the local
communities around the solar assets operated by our
portfolio companies and regularly attends parish council
meetings to encourage community engagement and promote the benefits
of their solar assets.
Health and safety
Health and safety audits have been carried out at all assets
during the period and there have been no reportable or material
health and safety incidents. Safety, Health, Environment and
Quality ("SHEQ") performance and risk management are a top priority
at all levels for Foresight Group. To further improve the
management of SHEQ risks, reinforce best practice and ensure
non-compliance with regulations is avoided, Foresight Group
continues to work with independent health and safety consultants
who regularly visit the assets operated by our portfolio companies
to ensure they not only meet, but exceed, industry and legal
standards. The consultants have confirmed that all sites are
compliant with applicable regulations.
Outlook
The Investment Manager continues monitor the ever changing
macroeconomic situation and government policy and remains focused
on optimising the portfolio with the view to completing the sale of
the assets as soon as possible.
Foresight Group LLP
Investment Manager
28 December 2022
FORESIGHT WILLIAMS TECHNOLOGY SHARES
Investment Manager's Review
Summary
Between its launch on 20 December 2019 and the end of the
reporting period, the FWT Shares fund has raised GBP18.8m. The
Offer provides investors with the opportunity to invest in a
portfolio of early-stage companies with high growth-potential,
developing innovative and occasionally transformational
technologies across a range of different sectors. As at 30
September 2022, the FWT fund had made 23 investments totalling
GBP13.3m. This included eight new and three follow-on investments
in the six month period to 30 September 2022 totalling GBP3.6m and
GBP1.2m respectively. These investments are summarised below:
Acu-flow: a developer of surface acoustic wave nebulisers
enabling the delivery of next-generation respiratory
pharmaceuticals.
Cambridge GaN Devices: a developer of a new generation of
gallium nitride semiconductor power.
Forefront RF: a manufacturer of next generation radio frequency
modules.
Living Optics: a University of Oxford spin-out commercialising
next generation hyperspectral imaging technology.
Mirico: a climate tech company providing ultra-high sensitivity
gas detection and quantification services.
Novosound: a spinout from the University of West of Scotland
that has developed a novel technology for use in ultrasound
sensors.
Open Bionics: a designer and manufacturer of the world's first
clinically approved 3D-printed bionic limbs.
Opsydia: a developer of a laser-based technology that performs
sub-surface marking of diamonds and other gemstones.
Synaptec: a developer of passive electrical sensor network for
night voltage power systems monitoring.
The Salford Valve Company: a developer of innovative valve
systems allowing eco-friendly inert gases to be used as propellants
in aerosol sprays.
Vector Photonics: a University of Glasgow spin-out
commercialising the next generation of semiconductor laser
devices.
Fundraising
The Offer, made possible through an innovative collaboration
between Foresight Group and Williams Advanced Engineering Ltd,
continues to build positive momentum in the market. For the six
months ending 30 September 2022, a further GBP1.7m has been raised,
bringing the total raised to GBP3.5m in the most recent
fund-raising round and GBP18.8m overall.
Pipeline
The Investment Manager has a strong pipeline covering new deals
and EIS portfolio follow-ons. At the time of writing three further
investments have been made with an additional investment having
passed the Investment Manager's final Investment Committee stage
and nearing completion. On two further deals, terms and exclusivity
had been agreed and, subject to Investment Committee approval, were
progressing to due diligence.
Foresight Group LLP
Investment Manager
28 December 2022
Unaudited Half-Yearly Results and Responsibilities
Statements
Principal Risks and Uncertainties
The principal risks faced by the Company are as follows:
-- Performance;
-- Regulatory;
-- Operational; and
-- Financial.
The Board reported on the principal risks and uncertainties
faced by the Company in the Annual Report and Accounts for the year
ended 31 March 2022. A detailed explanation can be found on page 40
of the Annual Report and Accounts which is available on Foresight
Group's website www.foresightgroup.eu or by writing to Foresight
Group at The Shard, 32 London Bridge Street, London, SE1 9SG.
In the view of the Board, there have been no changes to the
fundamental nature of these risks since the previous report and
these principal risks and uncertainties are equally applicable to
the remaining six months of the financial year as they were to the
six months under review.
Directors' Responsibility Statement
The Disclosure and Transparency Rules ('DTR') of the Financial
Conduct Authority require the Directors to confirm their
responsibilities in relation to the preparation and publication of
the Half-Yearly Financial Report and financial statements.
The Directors confirm to the best of their knowledge that:
1. the summarised set of financial statements has been prepared in
accordance with FRS 104;
2. the interim management report includes a fair review of the information
required by DTR 4.2.7R (indication of important events during the first
six months and description of principal risks and uncertainties for the
remaining six months of the year);
3. the summarised set of financial statements gives a true and fair view of
the assets, liabilities, financial position and profit or loss of the
Company as required by DTR 4.2.4R; and
4. the interim management report includes a fair review of the information
required by DTR 4.2.8R (disclosure of related parties' transactions and
changes therein).
Going Concern
The Company's business activities, together with the factors
likely to affect its future development, performance and position,
are set out in the Strategic Report of the Annual Report. The
financial position of the Company, its cash flows, liquidity
position and borrowing facilities are described in the Chairman's
Statement, Strategic Report and Notes to the Accounts of the 31
March 2022 Annual Report. In addition, the Annual Report includes
the Company's objectives, policies and processes for managing its
capital; its financial risk management objectives; details of its
financial instruments; and its exposures to credit risk and
liquidity risk.
Both share classes have considerable financial resources
together with investments and income generated therefrom. The O
shares investments benefit from Renewable Obligation Certificates
guaranteed by the UK Government. As a consequence, the Directors
believe that the Company is well placed to manage its business
risks successfully.
The Directors have reasonable expectation that the Company has
adequate resources to continue in operational existence for the
foreseeable future. Thus they continue to adopt the going concern
basis of accounting in preparing the annual financial
statements.
The Half-Yearly Financial Report has not been audited nor
reviewed by the auditors.
On behalf of the Board
Ernie Richardson
Chairman
28 December 2022
Unaudited Non-Statutory Analysis of the Share Classes
Income Statement
for the six months ended
30 September 2022
Ordinary Shares Fund FWT Shares Fund
Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Investment holding gains -- 8,545 8,545 -- 1,303 1,303
Income 203 -- 203 11 -- 11
Investment management
fees (77) (231) (308) (45) (136) (181)
Other expenses (169) -- (169) (83) -- (83)
(Loss)profit before
taxation (43) 8,314 8,271 (117) 1,167 1,050
Taxation -- -- -- -- -- --
(Loss)/profit after
taxation (43) 8,314 8,271 (117) 1,167 1,050
(Loss)/profit per share (0.1)p 24.0p 23.9p (0.6)p 6.2p 5.6p
Balance Sheet
at 30 September 2022
Registered Number: Ordinary FWT Shares
07289280 Shares Fund Fund
GBP'000 GBP'000
Fixed assets
Investments held at fair value
through profit or loss 45,404 15,275
Current assets
Debtors 485 607
Cash and cash equivalents 59 3,533
544 4,140
Creditors
Amounts falling due within one
year (570) (91)
Net current (liabilities)/assets (26) 4,049
Net assets 45,378 19,324
Capital and reserves
Called-up share capital 346 188
Share premium -- 15,633
Capital redemption reserve 208 --
Distributable reserve 35,999 1,949
Capital reserve (14,182) (392)
Revaluation reserve 23,007 1,946
Equity shareholders' funds 45,378 19,324
Net asset value per share 131.2p 102.9p
At 30 September 2022 there was an inter-share debtor/creditor of
GBP523,000 which has been eliminated on aggregation.
Unaudited Non-Statutory Analysis of the Share Classes
Reconciliations of Movements in Shareholders' Funds
for the six months ended 30 September 2022
Called-up Share Capital
Ordinary Shares share premium redemption Distributable Capital Revaluation
Fund capital account reserve reserve reserve reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
As at 1 April
2022 346 - 208 36,046 (13,951) 14,462 37,111
Expenses in relation
to prior year
share issues - - - (4) - - (4)
Investment holding
gains - - - - - 8,545 8,545
Management fees
charged to capital - - - - (231) - (231)
Revenue loss
for the period - - - (43) - - (43)
As at 30 September
2022 346 - 208 35,999 (14,182) 23,007 45,378
Called-up Capital
share Share premium redemption Distributable Capital Revaluation
FWT Shares Fund capital account reserve reserve reserve reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
As at 1 April
2022 171 13,998 - 2,066 (256) 643 16,622
Share issues
in the period 17 1,693 - - - - 1,710
Expenses in
relation to
share issues - (53) - - - - (53)
Expenses in
relation to
prior year share
issues - (5) - - - - (5)
Investment holding
gains - - - - - 1,303 1,303
Management fees
charged to capital - - - - (136) - (136)
Revenue loss
for the period - - - (117) - - (117)
As at 30 September
2022 188 15,633 - 1,949 (392) 1,946 19,324
Financial Statements
Unaudited Income Statement
for the six months ended 30 September 2022
Six months ended Six months ended Year ended
30 September 2022 30 September 2021 31 March 2022
(unaudited) (unaudited) (audited)
Revenue Capital Total Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Investment holding
gains -- 9,848 9,848 -- 6,734 6,734 -- 14,966 14,966
Realised losses on
investments -- -- -- -- (1,121) (1,121) -- (1,121) (1,121)
Income 214 -- 214 558 -- 558 902 -- 902
Investment management
fees (122) (367) (489) (79) (237) (316) (173) (519) (692)
Other expenses (252) - (252) (292) -- (292) (461) -- (461)
------------------------
(Loss)/profit before
taxation (160) 9,481 9,321 187 5,376 5,563 268 13,326 13,594
Taxation -- -- -- -- -- -- -- -- --
------------------------
(Loss)/profit after
taxation (160) 9,481 9,321 187 5,376 5,563 268 13,326 13,594
------------------------
(Loss)/profit per
share:
Ordinary Share (0.1)p 24.0p 23.9p 0.9p 15.5p 16.4p 1.3p 37.0p 38.3p
FWT Share (0.6)p 6.2p 5.6p (1.2)p (0.3)p (1.5)p (1.4)p 3.3p 1.9p
------------------------
The total column of this statement is the profit and loss
account of the Company and the revenue and capital columns
represent supplementary information.
All revenue and capital items in the above Income Statement are
derived from continuing operations. No operations were acquired or
discontinued in the period.
The Company has no recognised gains or losses other than those
shown above, therefore no separate statement of total recognised
gains and losses has been presented.
Unaudited Balance Sheet at 30 September 2022
Registered Number: 07289280
As at As at As at
30 September 30 September 31 March 2022
2022 (unaudited) 2021 (unaudited) (audited)
GBP'000 GBP'000 GBP'000
Fixed assets
Investments held at fair
value through profit or
loss 60,679 34,575 46,231
Current assets
Debtors 569 402 442
Cash and cash equivalents 3,592 7,996 7,214
4,161 8,398 7,656
Creditors
Amounts falling due within
one year (138) (618) (154)
Net current assets 4,023 7,780 7,502
Net assets 64,702 42,355 53,733
Capital and reserves
Called-up share capital 534 478 517
Share premium 15,633 10,683 13,998
Capital redemption reserve 208 208 208
Distributable reserve 37,948 38,038 38,112
Capital reserve (14,574) (13,925) (14,207)
Revaluation reserve 24,953 6,873 15,105
Equity shareholders' funds 64,702 42,355 53,733
Net asset value per share
Ordinary Share 131.2p 85.4p 107.3p
FWT Share 102.9p 97.0p 97.4p
Unaudited Reconciliation of Movements in Shareholders' Funds
for the six months ended 30 September 2022
Called-up Share Capital
share premium redemption Distributable Capital Revaluation
capital account reserve reserve* reserve* reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
As at 1 April 2022 517 13,998 208 38,112 (14,207) 15,105 53,733
Share issues in the
period 17 1,693 -- -- -- -- 1,710
Expenses in relation
to share issues -- (53) -- -- -- -- (53)
Expenses in relation
to prior year share
issues -- (5) -- (4) -- -- (9)
Investment holding
gains -- -- -- -- -- 9,848 9,848
Management fees charged
to capital -- -- -- -- (367) -- (367)
Revenue loss for
the period -- -- -- (160) -- -- (160)
As at 30 September
2022 534 15,633 208 37,948 (14,574) 24,953 64,702
--------------------------- --------- -------- ----------- --------------- ---------- ----------- -------
*Total distributable reserves at 30 September 2022 were
GBP23,373,000 (31 March 2022: GBP23,905,000).
Unaudited Cash Flow Statement
for the six months ended 30 September 2022
Year
Six months Six months ended
ended ended 31 March
30 September 30 September 2022
2022 (unaudited) 2021 (unaudited) (audited)
GBP'000 GBP'000 GBP'000
Cash flow from operating activities
Deposit and similar interest received 11 -- 1
Investment management fees paid (472) (295) (676)
Secretarial fees paid (87) (85) (168)
Other cash payments (192) (88) (230)
Net cash outflow from operating
activities (740) (468) (1,073)
----------------------------------------- ----------------- ----------------- ----------
Cash flow from investing activities
Purchase of investments (4,874) (2,827) (6,361)
Net proceeds on sale of investments 274 -- 110
Investment income received 74 -- 361
Net cash outflow from investing
activities (4,526) (2,827) (5,890)
Cash flow from financing activities
Proceeds of fund raising 1,697 3,267 6,699
Expenses of fund raising (53) (52) (194)
Repurchase of own shares -- -- (404)
Net cash inflow/(outflow) from financing
activities 1,644 3,215 6,101
----------------------------------------- ----------------- ----------------- ----------
Net outflow of cash in the period (3,622) (80) (862)
Reconciliation of net cash flow to
movement in net funds
Decrease in cash for the period (3,622) (80) (862)
Net cash at start of period 7,214 8,076 8,076
Net cash at end of period 3,592 7,996 7,214
At 1 At 30
April September
2022 Cash Flow 2022
GBP'000 GBP'000 GBP'000
Cash and cash equivalents 7,214 (3,622) 3,592
Notes to the Unaudited Half-Yearly Results
for the six months ended 30 September 2022
1. The Unaudited Half-Yearly Financial Report has been prepared on the
basis of the accounting policies set out in the statutory accounts of the
Company for the year ended 31 March 2022. Unquoted investments have been
valued in accordance with International Private Equity and Venture
Capital Valuation Guidelines.
2. These are not statutory accounts in accordance with S436 of the
Companies Act 2006 and the financial information for the six months ended
30 September 2022 and 30 September 2021 has been neither audited nor
formally reviewed. Statutory accounts in respect of the year ended 31
March 2022 have been audited and reported on by the Company's auditors
and delivered to the Registrar of Companies and included the report of
the auditors which was unqualified and did not contain a statement under
S498(2) or S498(3) of the Companies Act 2006. No statutory accounts in
respect of any period after 31 March 2022 have been reported on by the
Company's auditors or delivered to the Registrar of Companies.
3. Copies of the Unaudited Half-Yearly Financial Report for the six
months ended 30 September 2022 have been sent to shareholders via their
chosen method of communication and are available for inspection at the
Registered Office of the Company at The Shard, 32 London Bridge Street,
London, SE1 9SG. Copies are also available electronically at
www.foresightgroup.eu.
4 Net asset value per share
The net asset value per share is based on net assets at the end
of the period and on the number of shares in issue at that
date.
Ordinary Shares FWT Shares
Number of Number of
Net assets Shares in Net assets Shares in
GBP'000 issue GBP'000 issue
30 September
2022 45,378 34,593,623 19,324 18,776,656
30 September
2021 29,528 34,593,623 12,827 13,220,546
31 March 2022 37,111 34,593,623 16,622 17,058,716
5 Return per share
The weighted average number of shares used to calculate the
respective returns are shown in the table below:
Ordinary Shares FWT Shares
Number of Shares Number of Shares
------------------ ---------------- ----------------
30 September 2022 34,593,623 18,596,307
30 September 2021 35,106,216 12,388,703
31 March 2022 34,850,621 13,566,526
------------------ ---------------- ----------------
6 Income
Six months
Six months ended ended 30 Year ended
30 September September 31 March
2022 (unaudited) 2021 (unaudited) 2022 (audited)
GBP'000 GBP'000 GBP'000
Loan stock interest 203 211 417
Dividends received -- 347 484
Bank interest 11 -- 1
Total Income 214 558 902
-------------------- ----------------- ----------------- ---------------
7 Investments held at fair value through profit or loss
Ordinary Shares FWT Shares Company
GBP'000 GBP'000 GBP'000
Book cost at 1 April
2022 22,573 8,553 31,126
Investment holding gains 14,462 643 15,105
Valuation at 1 April
2022 37,035 9,196 46,231
Movements in the period:
Purchases at cost 98 4,776 4,874
Disposal proceeds (274) -- (274)
Investment holding gains 8,545 1,303 9,848
Valuation at 30 September
2022 45,404 15,275 60,679
Book cost at 30 September
2022 22,397 13,329 35,726
Investment holding gains 23,007 1,946 24,953
Valuation at 30 September
2022 45,404 15,275 60,679
8 Transactions with the manager
Details of arrangements with Foresight Group LLP are given in
the Annual Report and Accounts for year ended 31 March 2022, in the
Directors' Report and Notes 3 and 13. All arrangements and
transactions were on an arms length basis.
Foresight Group LLP, which was appointed as Investment Manager
on 27 January 2020, earned fees of GBP489,000 in the six months
ended 30 September 2022 (six months ended 30 September 2021:
GBP316,000; year ended 31 March 2022: GBP692,000).
Foresight Group LLP is the Company Secretary (appointed in
November 2017) and received, directly and indirectly, for
accounting and company secretarial services fees of GBP86,000 in
the six months ended 30 September 2022 (six months ended 30
September 2021: GBP85,000; year ended 31 March 2022:
GBP169,000).
At the balance sheet date there was GBP38,000 due to (30
September 2021: GBP25,000 due to; 31 March 2022: GBP49,000 due
from) Foresight Group LLP. No amounts have been written off in the
period in respect of debts due to or from related parties.
9 Related party transactions
There were no related party transactions in the period.
10 Post balance sheet event
Between the year end and the date of this report, under the
offer for subscription to raise up to GBP20mFWT shares (with an
overallotment facility to raise up to a further GBP10m), the
Company issued a total of 1,860,642 shares which raised funds of
GBP1.9m.
Between the year end and the date of this report, the FWT shares
invested a total of GBP1.8m across three investee companies.
END
(END) Dow Jones Newswires
December 28, 2022 11:27 ET (16:27 GMT)
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