TIDMTLEI TIDMTLEP
RNS Number : 5666Y
ThomasLloyd Energy Impact Trust PLC
07 September 2022
LEI: 254900V23329JCBR9G82
7 September 2022
ThomasLloyd Energy Impact Trust PLC
Interim results for the period ended 30 June 2022
ThomasLloyd Energy Impact Trust plc ("TLEI" or the "Company"),
the renewable energy investment trust providing direct access to
sustainable energy infrastructure in fast-growing and emerging
economies in Asia, is pleased to announce its interim results for
the period ended 30 June 2022.
30 June 31 March IPO
Highlights (unaudited) 2022 2022
---------------------------------------- -------- --------- ------
Net assets (US$ million) 115.2 106.2 113.1
NAV per share (cents)(1) 99.9 92.1 98.0
NAV total return per share(1) 2.4% (6.0%) n/a
Market capitalisation (US$ million)(1) 130.4 146.5 113.1
Share price (US$) 1.13 1.27 1.00
IPO proceeds committed(1) 66% 40% 40%
Pipeline opportunities (US$ million) 750+ c.750 750+
---------------------------------------- -------- --------- ------
Year to Three-month
date Three-month period ended
30 June period ended 31 March
Operational and impact highlights 2022 30 June 2022 2022
--------------------------------------- --------- -------------- --------------
Installed renewable capacity (MWp)(1) 266 266 133
Emissions avoided (CO(2) e tonnes)(1) 90,566 49,728 40,838
Energy security (people provided
with electricity)(1) 356,291 197,046 159,245
Employment opportunities created
(full time jobs)(1) 335 335 169
--------------------------------------- --------- -------------- --------------
(1) See 'Basis of Presentation and Alternative Performance
Measures' section of the June 2022 Interim Report for definitions,
methodologies and reconciliations.
Highlights
During the reporting period:
-- Raised US$115.4 million in the IPO in December 2021.
-- Awarded the London Stock Exchange's Green Economy Mark in December 2021.
-- In December 2021, completed the acquisition of a 40% economic
interest in NISPI, a Philippines platform with three operating
solar plants, for a cash consideration of US$25.4 million. The fair
value of this investment increased by 10% to 30 June 2022, driven
by continued strengthening of local wholesale electricity market
prices.
-- On 20 June 2022, agreed the acquisition of the remaining 57%
economic interest in SolarArise, in addition to the acquisition of
the 43% economic interest committed to at the IPO. SolarArise is an
Indian solar platform with six operating plants and one
construction-ready plant situated in five states in India. The
acquisition of the 57% economic interest will be settled for a cash
consideration of US$38.5 million, funded from existing cash
resources.
-- Completed the cancellation of the share premium account of
US$112.0 million, creating a special distributable reserve which
can be used to fund dividend payments.
-- Maiden quarterly interim dividend of 0.44 cents per share paid in June 2022.
-- Incorporation of TLEI Holdings Limited, a UK incorporated
wholly owned subsidiary of TLEI, as a holding company for
investments.
Events after 30 June 2022:
-- Second quarterly interim dividend of 0.44 cents per share
announced today and will be paid on 30 September 2022.
-- Acquisition of the 43% economic interest in SolarArise
completed on 19 August 2022. The acquisition price of US$32.9
million (equal to the fair value of the interest at 30 June 2022)
was settled by issuing 26,014,349 ordinary shares at US$1.16035 per
share to the sellers and a cash payment of US$2.7 million (withheld
to fund withholding tax payable to the Indian tax authorities by
TLEI on behalf of the sellers).
-- TLEI's market capitalisation on completion of the acquisition
of the 43% economic interest in SolarArise was US$168.3 million.
For illustrative purposes, if the ordinary shares issued in
relation to the acquisition had been in issue at 30 June 2022,
TLEI's net assets would have been US$144.8 million, resulting in a
NAV per share of 102.4 cents.
Interim Report and Fact Sheet
The Company's Interim Report at 30 June 2022 and for the period
ended 30 June 2022, along with the June 2022
Fact Sheet, will shortly be available on the Company's website, http://www.tlenergyimpact.com .
Commenting on today's results,
Sue Inglis, Chair of ThomasLloyd Energy Impact Trust PLC,
said:
" NISPI, the Philippines 80 MW platform with three operating
solar plants that we acquired a 40% interest in shortly after IPO
is benefiting from strong electricity prices, leading to a 10%
increase in its fair value as at 30 June 2022.
With the completion of the acquisition of the 43% interest in
SolarArise, the 434MW Indian platform with five operating solar
plants and one-construction-ready solar plant, in August, we have
completed the acquisitions of the seed assets identified at the
time of our IPO. Including our commitment to acquire the remaining
57% interest in Solarise, we have now deployed 66% of the net IPO
proceeds (including the shares issued on acquiring the 43% interest
in SolarArise).
We are at an advanced stage of negotiations and due diligence on
other investment opportunities, which will broaden our Investment
Portfolio in terms of countries, currencies and technologies and
provide further visibility on the revenue streams required to
support our dividend targets. Accordingly, we expect that the
remaining IPO proceeds will be substantially deployed shortly."
Enquiries:
T homasLloyd Group
Anneliese Diedrichs +41 (0) 79 659 6513
Anneliese.diedrichs@thomas-lloyd.com
Shore Capital
Robert Finlay / Rose Ramsden (Corporate)
Adam Gill / Matthew Kinkead (Sales)
Fiona Conroy (Corporate Broking) +44 (0) 20 7408 4050
About ThomasLloyd Energy Impact Trust Plc
ThomasLloyd Energy Impact Trust plc (TLEI) listed on the premium
segment of the London Stock Exchange in December 2021 and was
awarded the London Stock Exchange's Green Economy Mark upon
admission.
In 2021, ThomasLloyd Group participated in the Mobilising
Institutional Capital Through Listed Product Structures (MOBILIST)
competition, which engaged financial institutions in a search for
the best sustainable infrastructure proposals that can list either
on the London Stock Exchange or local exchanges. ThomasLloyd Group
was the first fund manager to complete this process successfully
and received US$32.3 million in investment from the UK government
into TLEI.
The Company has a Triple Return investment objective which
consists of:
-- providing shareholders with attractive dividend growth and
prospects for long-term capital appreciation (the financial
return);
-- protecting natural resources and the environment (the environmental return); and
-- delivering economic and social progress, helping build
resilient communities and supporting purposeful activity (the
social return).
The Company seeks to achieve its investment objective by
investing directly in a diversified portfolio of sustainable energy
infrastructure assets in the fast-growing and emerging economies in
Asia. The Company invests in unlisted sustainable energy
infrastructure assets in the areas of renewable energy generation,
transmission infrastructure, energy storage and sustainable fuel
production, including utilising different technologies to reduce
revenue variability.
The Company aims to generate additional value for its investors
through focusing its investments on construction-ready or
in-construction projects. The Company only invests in such
pre-operational assets where: (i) an offtake agreement has been
entered into; (ii) the land on which the project is situated is
identified or contractually secured where appropriate; and (iii)
all relevant permits have been granted. Offtake agreements will
typically benefit from long-term fixed-price power purchase
agreements, capacity contracts or other similar revenue contracts
with creditworthy (primarily investment grade) private and public
sector buyers.
As is the case for all ThomasLloyd funds, the Company is
expected to qualify as an Article 9 fund under the EU Sustainable
Finance Disclosure Regulation (SFDR). Further information on the
Company can be found on its website at
http://www.tlenergyimpact.com .
About the Investment Manager
The Investment Manager is a wholly-owned subsidiary of
ThomasLloyd Group ("ThomasLloyd" or the "Group"). Founded in 2003,
the Group is a leading impact investor and provider of climate
financing. ThomasLloyd is a pure play impact investor and aims to
apply a robust, socially and environmentally responsible investment
approach that is geared towards reducing carbon emissions and
improving economic prospects, while reducing investment risk
through diversification across countries, sectors and
technologies.
Over the last decade, ThomasLloyd has deployed over US$1 billion
across 16 projects in renewable energy generation, transmission and
sustainable fuel production with a total capacity in excess of 700
MW.
Since 2013, ThomasLloyd has been measuring and reporting on the
impact of its investments, creating an empirical database showing
the positive impact of their investments in sustainable energy
infrastructure in high growth and emerging markets in Asia.
INTERIM REPORT - AT 30 JUNE 2022 AND FOR THE PERIODED 30 JUNE
2022
About the Company
ThomasLloyd Energy Impact Trust PLC ("TLEI" or the "Company") is
the UK's first and only listed renewable energy infrastructure
investment company focused solely on the fast-growing and emerging
economies in Asia.
TLEI aims to deliver positive and measurable environmental and
social impacts along with attractive dividend growth and prospects
for long-term capital appreciation by principally investing in a
diversified portfolio of construction-ready, in-construction and
operating sustainable energy infrastructure assets. TLEI invests
either directly or with trusted partners through scalable
investment platforms.
The Company is managed by ThomasLloyd Global Asset Management
(Americas) LLC ("ThomasLloyd" or the "Investment Manager"), one of
the longest-established and most experienced investors in
sustainable energy infrastructure in emerging markets in Asia.
Highlights
During the reporting period:
-- Raised US$115.4 million in the IPO in December 2021.
-- Awarded the London Stock Exchange's Green Economy Mark in December 2021.
-- In December 2021, completed the acquisition of a 40% economic
interest in NISPI, a Philippines platform with three operating
solar plants, for a cash consideration of US$25.4 million. The fair
value of this investment increased by 10% to 30 June 2022, driven
by continued strengthening of local wholesale electricity market
prices.
-- On 20 June 2022, agreed the acquisition of the remaining 57%
economic interest in SolarArise, in addition to the acquisition of
the 43% economic interest committed to at the IPO. SolarArise is an
Indian solar platform with six operating plants and one
construction-ready plant situated in five states in India. The
acquisition of the 57% economic interest will be settled for a cash
consideration of US$38.5 million, funded from existing cash
resources.
-- Completed the cancellation of the share premium account of
US$112.0 million, creating a special distributable reserve which
can be used to fund dividend payments.
-- Maiden quarterly interim dividend of 0.44 cents per share paid in June 2022.
-- Incorporation of TLEI Holdings Limited, a UK incorporated
wholly owned subsidiary of TLEI, as a holding company for
investments.
Events after 30 June 2022:
-- Second quarterly interim dividend of 0.44 cents per share
announced and will be paid on 30 September 2022.
-- Acquisition of the 43% economic interest in SolarArise
completed on 19 August 2022. The acquisition price of US$32.9
million (equal to the fair value of the interest at 30 June 2022)
was settled by issuing 26,014,349 ordinary shares at US$1.16035 per
share to the sellers and a cash payment of US$2.7 million (withheld
to fund withholding tax payable to the Indian tax authorities by
TLEI on behalf of the sellers).
-- TLEI's market capitalisation on completion of the acquisition
of the 43% economic interest in SolarArise was US$168.3 million.
For illustrative purposes, if the ordinary shares issued in
relation to the acquisition had been in issue at 30 June 2022,
TLEI's net assets would have been US$144.8 million, resulting in a
NAV per share of 102.4 cents.
30 June 31 March IPO
Highlights (unaudited) 2022 2022
---------------------------------------- -------- --------- ------
Net assets (US$ million) 115.2 106.2 113.1
NAV per share (cents)(1) 99.9 92.1 98.0
NAV total return per share(1) 2.4% (6.0%) n/a
Market capitalisation (US$ million)(1) 130.4 146.5 113.1
Share price (US$) 1.13 1.27 1.00
IPO proceeds committed(1) 66% 40% 40%
Pipeline opportunities (US$ million) 750+ c.750 750+
---------------------------------------- -------- --------- ------
Three-month
Year to Three-month period ended
date 30 June period ended 31 March
Impact highlights 2022 30 June 2022 2022
--------------------------------------- -------------- -------------- --------------
Installed renewable capacity (MWp)(1) 266 266 133
Emissions avoided (CO(2) e tonnes)(1) 90,566 49,728 40,838
Energy security (people provided
with electricity)(1) 356,291 197,046 159,245
Employment opportunities created
(full time jobs)(1) 335 335 169
--------------------------------------- -------------- -------------- --------------
(1) See 'Basis of Presentation and Alternative Performance
Measures' section of the Interim Report for definitions,
methodologies and reconciliations.
Our Objectives
TLEI has a 'Triple Return' investment objective:
Financial Providing shareholders with attractive dividend growth
and prospects for long-term capital appreciation
---------------- ---------------------------------------------------------------
Environmental Protecting natural resources and the environment
---------------- ---------------------------------------------------------------
Social Delivering economic and social progress, helping build
resilient communities and supporting purposeful activity
---------------- ---------------------------------------------------------------
We aim to provide shareholders with:
---------------------------------------------------------------------------------
A sustainable and increasing dividend, paid quarterly - An annual target
dividend yield(1) of 2-3% for 2022, 5-6% for 2023 and at least 7% for
2024, with the aim of progressively increasing this nominal target thereafter
---------------------------------------------------------------------------------
An attractive NAV total return - A target NAV total return (1) , once
the portfolio is fully operational on a fully invested and geared basis,
of 10-12% per annum (net of all fees, expenses and taxes)
---------------------------------------------------------------------------------
(1) Based on the IPO issue price of US$1.00.
Investment Strategy
Diversification is a fundamental tenet of our strategy.
We invest in sustainable energy infrastructure assets in
fast-growing and emerging countries in Asia. We only invest in
countries which our Investment Manager considers as having a stable
political system and transparent and enforceable legal system, and
which recognise the rights of foreign investors. Our core target
countries are India, Philippines and Vietnam, but we may also
invest in other fast-growing and emerging countries such as
Bangladesh, Indonesia and, once the current political and economic
situation has stabilised, Sri Lanka.
Our aim is to build a diversified portfolio of assets in the
areas of renewable energy generation (principally solar, wind and
biomass), transmission infrastructure, energy storage and
sustainable fuel production. In addition to investing in
operational assets (largely with government or quasi-government
offtake agreements in place), we will seek to generate additional
value for shareholders through investing in construction-ready or
in-construction projects. However, we will only invest in
pre-operational assets where an offtake agreement is already in
place, where appropriate the land on which the project is situated
has been identified or contractually secured and all relevant
permits or licenses have been granted. Our offtake agreements
typically benefit from long-term fixed-price power purchase
agreements, capacity contracts or other similar revenue contracts
with creditworthy (primarily investment grade) public or private
sector buyers.
Whilst we may invest directly, taking 100% ownership of assets,
normally we will invest with trusted partners through scalable
platforms investing in sustainable energy infrastructure assets in
our target countries. These platforms provide us with a ready
supply of new investment opportunities from which the Investment
Manager can select the most appropriate ones for TLEI.
Gearing is not used at the Company level. Gearing may be used on
a non-recourse basis at the asset level, either by the SPVs holding
the assets or intermediate holding companies, but will not exceed
65% of the Group's gross asset value (which includes the
proportionate share of the borrowings at the level of the Company's
investments), with the Company targeting below 50% in the medium
term. Borrowings will normally be denominated in the currency of
the relevant asset or US Dollars to help offset foreign currency
exposure. In addition, borrowings will typically be amortising over
the term of the associated offtake agreement.
We only invest in assets denominated in currencies that can be
freely converted or where, with central bank registration, the
dividends and sale proceeds from any investment are freely
convertible, transferable and repatriatable. Whilst the Company
will not pursue long-term currency hedging, the Investment Manager
anticipates that it will substantially hedge future dividend
payments to shareholders where those payments are funded by non-US
Dollar denominated income. This hedging programme is expected to
cover a rolling two-year period.
Portfolio
Renewable
energy Average
generating remaining
capacity life of Economic
Platform Technology Country Sites Revenue type (MWp) asset ownership
--------------- ----------- ------------ ------------------------ -------------- ---------- --------- ---------
Wholesale
electricity
spot market
NISPI Solar Philippines 3 (operational) price 80 19 years 40%
--------------- ----------- ------------ ------------------------ -------------- ---------- --------- ---------
25-year fixed
SolarArise(1) Solar India 6 (operational) price PPA 434 21 years 100%
1 (construction-ready)
---------------------------------------- --------------------------------------- ---------- --------- ---------
(1) Represents the committed acquisition of a 43% economic
interest in SolarArise at date of IPO, subsequently completed on 19
August 2022, and the remaining 57% economic interest committed to
be acquired on 20 June 2022.
The global challenge
-- Developing markets account for the majority of future global
CO(2) emissions but only receive 20% of clean energy infrastructure
investment.
-- We need to tackle the challenges at source if we are to reach the goal of Net Zero by 2050.
Investment Case
By investing in TLEI, you are investing your money where it has
the greatest impact. By helping to fulfil the urgent need for
sustainable energy infrastructure finance in Asia, TLEI is helping
to tackle the global climate crisis with action where it is most
required and most effective.
As the only London-listed sustainable energy infrastructure
investment company focused solely on the fast-growing and emerging
economies in Asia, we provide investors with a unique opportunity
to gain exposure to this exciting sub-sector.
TLEI also provides geographical diversification for investors
who already have exposure to developed market sustainable energy
infrastructure.
We believe the following factors make TLEI a compelling
investment:
Asia is the region with the most urgent need for investment in
sustainable energy infrastructure
-- Asia's 4.6 billion people account for more than half of
global energy consumption - 85% comes from fossil fuels.
-- CO(2) emissions in Asia now exceed those of Europe and North America combined.
-- Asia emits nearly 4x as much CO(2) for every US Dollar of GDP
than the four largest countries in Europe on average.
-- Population growth, economic growth and urbanisation
collectively are causing a rapid increase in the demand for energy
in Asia.
Asia is also the region where your capital will have the
greatest impact
-- In Asia, it is now 65% cheaper to build renewable energy
power capacity than it is to build new fossil fuel generated power.
The recent spike in oil and gas prices and the renewed focus on
energy security makes this cost differential even more favourable
for renewable energy.
-- A US Dollar invested in sustainable energy infrastructure in
some Asian countries, such as India and the Philippines, has more
purchasing power than the same US Dollar spent in Europe or North
America - so it funds the construction and operation of more
renewable energy infrastructure assets, generating more clean
energy and creating a greater number of employment
opportunities.
-- In fulfilling the urgent need for sustainable energy
infrastructure finance in Asia, TLEI is helping to tackle the
global climate crisis with action where it is most required, is
most efficient and has a greater environmental and social
impact.
Attractive investment returns underpinned by strong
fundamentals
-- The amount of solar radiation available for electricity
production is highly dependent on location and climate - geography
plays an important role in the attractive economics of solar power
in Asia.
-- Lower costs of doing business, but not at the cost of
providing affordable energy and a positive social impact, also
contribute to the attractive economics of sustainable energy power
in Asia.
-- A large proportion of our financial returns are expected to
be backed by long-term, typically 20 to 25-year, power purchase
agreements, giving a high visibility of earnings - as these PPAs
are frequently with central or regional governments, the visibility
is combined with strong security of earnings.
-- A strong US$750+ million pipeline is identified which
comprises attractive investment opportunities to support further
portfolio and income growth over the coming years.
Highly experienced Investment Manager with proven track
record
-- Our Investment Manager, ThomasLloyd, has deployed US$1+
billion in sustainable energy infrastructure assets (700 MW+) in
TLEI's target markets.
-- ThomasLloyd's deep and longstanding relationships across our
target markets and on-the-ground presence with offices and
representatives in India, the Philippines, Hong Kong and Singapore
ensure access to attractive new projects.
Chair's Statement
" NISPI, the Philippines 80 MW platform with three operating
solar plants that we acquired a 40% interest in shortly after IPO
is benefiting from strong electricity prices, leading to a 10%
increase in its fair value as at 30 June 2022.
With the completion of the acquisition of the 43% interest in
SolarArise, the 434MW Indian platform with five operating solar
plants and one-construction-ready solar plant, in August, we have
completed the acquisitions of the seed assets identified at the
time of our IPO. Including our commitment to acquire the remaining
57% interest in Solarise, we have now deployed 66% of the net IPO
proceeds (including the shares issued on acquiring the 43% interest
in SolarArise).
We are at an advanced stage of negotiations and due diligence on
other investment opportunities, which will broaden our Investment
Portfolio in terms of countries, currencies and technologies and
provide further visibility on the revenue streams required to
support our dividend targets. Accordingly, we expect that the
remaining IPO proceeds will be substantially deployed shortly."
Sue Inglis, Chair, ThomasLloyd Energy Impact Trust Plc
On behalf of the Board, I am pleased to present our Interim
Report for ThomasLloyd Energy Impact Trust Plc covering the period
from 1 November 2021 to 30 June 2022. This is our second Interim
Report for the current financial year, the first having covered the
period from 1 November 2021 to 31 March 2022, as required by the
Financial Conduct Authority's Disclosure Guidance and Transparency
Rules. We have elected to prepare this second Interim Report for
the period ended 30 June 2022 to provide a comparable period for
future years. Going forward, we will prepare our Interim Report for
the six-month period ending 30 June each year, and publish NAV
updates for the quarters ending 31 March and 30 September.
IPO
On 14 December 2021, the Company listed on the premium segment
of the London Stock Exchange, raising gross cash proceeds of
US$115.4 million from a diversified institutional and retail
investor base, as well as, the UK Government's Foreign and
Commonwealth Office. We are especially proud to have achieved what
we did given the challenging market conditions at the end of last
year.
At the time of the IPO, we had committed to acquire interests in
portfolios of assets in India and the Philippines for a combination
of new ordinary shares to be issued by the Company and cash. Since
the IPO, the focus of both the Board and the Investment Manager has
been on completing those acquisitions, committing the remaining net
IPO cash proceeds and developing our pipeline to increase the
Investment Portfolio's diversification.
Investment progress
We completed the acquisition of a 40% economic interest in
NISPI, the 80 MW Philippines investment platform with three
operating solar plants, for a cash consideration of US$25.4 million
on 18 December 2021. NISPI's solar plants export electricity to the
grid at the wholesale electricity spot market price.
Whilst we received approval from the Government of India for our
acquisition of a 43% economic interest in SolarArise, the 434 MW
Indian investment platform with six operating solar plants and one
construction-ready solar plant, in March 2022, we did not complete
the acquisition until 19 August 2022. The delay in completing the
acquisition was largely due to having entered into discussions to
acquire the remaining 57 %. Under the shareholder agreement terms,
the sellers of the 57% were contractually entitled to sell at the
India Rupee initial consideration, being the valuation agreed at 19
November 2021.
Due to the delay in completing the acquisition of the 43%
economic interest in SolarArise, we were able to secure amendments
to the original agreement to update the fair value to a more recent
date, being 30 June 2022. This reduced the number of shares being
issued as the US Dollar consideration had decreased due to the US
Dollar strengthening against the Indian Rupee. This amendment
represented a US$1.7 million reduction to a consideration of
US$32.9 million from US$34.6 million agreed at the IPO. On
completion on 19 August 2022, the Company issued 26,014,349
ordinary shares at US$1.16035 per share, being the average share
price for the 10-days prior to allotment of the shares. This
reflected the fair value of the 43% economic interest at 30 June
2022, including accrued interest on convertible debt securities
acquired, net of US$2.7million of withholding tax payable by the
Company to the Indian tax authorities on behalf of the sellers. The
Company's market capitalisation at the close of business on the
completion date was US$168.3 million.
Acquiring the remaining 57% economic interest in SolarArise was
one of our strategic objectives at the IPO. This was due to
SolarArise's assets offering predictable revenues under their
long-term PPAs as well as its 200 MW construction-ready asset which
is expected to be NAV-accretive when it becomes operational. On 20
June 2022, we committed to acquire the remaining 57% economic
interest, which included ordinary shares and convertible debt
instruments, for a cash consideration of US$38.5 million. The
consideration agreed for the 57% economic interest excluded accrued
interest on the convertible debt instruments which will be paid by
SolarArise directly to the sellers prior to completion. Excluding
the impact of the settlement of the accrued interest, the aggregate
US Dollar acquisition value at 30 June 2022 for a 100% interest in
SolarArise was equivalent to a discount of 5.2% to the initial US
Dollar consideration agreed in November 2021, whilst the underlying
Indian Rupee fair value remained substantially unchanged.
Completion of this acquisition is subject to regulatory approval
and other completion procedures and is expected to take place in
the fourth quarter of this year.
Following completion of the acquisition of the remaining 57%
economic interest, the Company will own 100% of SolarArise and the
TLEI portfolio will include interests in 10 solar plants, with
generating capacity of 514 MW in two countries.
We have chosen, for the time being, not to be paid US$3.5
million of accrued interest on convertible debt securities acquired
as part of the 43% economic interest in SolarArise. The cash
retained in SolarArise, along with external project finance, will
be used to fund SolarArise's 200 MW construction-ready solar plant.
All necessary permits are in place and land has been secured for
this project. The SolarArise operator and management provider has
secured purchase commitments on construction materials and grown
its team to support this larger project to ensure scheduled
timelines can be met. Construction is expected to commence in the
fourth quarter of this year, with a targeted commercial operations
date in the second half of 2023.
Pipeline
At 30 June 2022, the Company had deployed 66% of the net IPO
proceeds, including the share issue for the committed acquisition
of the 43% economic interest in SolarArise. The Company has in
excess of US$750 million of pipeline opportunities currently under
consideration, of which more than US$380 million is under
exclusivity and the remainder is identified opportunities in
markets where the Investment Manager is already established or has
undertaken country level diligence.
We have made significant progress on opportunities in Vietnam
with an initial aggregate investment value of up to US$30 million,
including a solar platform that is building a pipeline of
additional opportunities (we are in exclusive discussions with this
platform). Additionally, the Investment Manager has exclusivity
over more than US$350million of identified operational biomass
assets in the Philippines which are expected to deliver positive
environmental and social impacts. As the aggregate value of the
immediate pipeline opportunities exceeds the Company's uncommitted
cash, such investments would require further equity issuances.
Furthermore, there are near-term opportunities in India, the
Philippines and Vietnam with more medium to longer term
opportunities identified in Bangladesh and Indonesia. For further
details on the pipeline, please see the Investment Manager's
report.
Portfolio performance
Since acquisition, the fair value of the investment in NISPI
increased by 10.3% to US$28.0 million at 30 June 2022. This
increase was driven by strong wholesale electricity market prices
resulting from demand outstripping supply as the Philippines
returns to post-pandemic demand levels and Negros, NISPI's local
market, continuing to be negatively impacted by the restricted
availability due to damage to the subsea cable connecting Negros
and Cebu in July 2021, offset partially by the US Dollar
strengthening against the Philippine Peso and a higher discount
rate due to increasing government bond yields. Net renewable energy
generation for the six-month period ended 30 June 2022 was 41,061
MWh, down approximately 26% from the same period in 2021 due to the
damage to the Negros-Cebu subsea cable and curtailment in the weeks
following typhoon Rai, which hit the Philippines in December 2021.
NISPI generated revenues of US$5.4 million in the six-month period
ended 30 June 2022. In line with expectations, NISPI did not
distribute any amounts to the Company during the period.
In the six-month period ended 30 June 2022, SolarArise's net
renewable energy generation exceeded budget by 3.0%, with
underlying revenues increasing at the same rate. On a US Dollar
basis, revenues versus budget decreased by 2% to US$9.3 million due
to the strengthening of the US Dollar. No distributions have been
made to SolarArise shareholders since TLEI committed in November
2021 to acquire the 43% economic interest or will be made prior to
the completion of the acquisition of the 57% economic interest.
Results
Net assets at 30 June 2022 increased by 1.8% to US$115.2 million
(IPO: US$113.1 million).
At 30 June 2022, the NAV per share was 99.9 cents (IPO: 98.0
cents). For illustrative purposes, if the ordinary shares issued in
relation to the acquisition of the 43% economic interest had been
in issue at 30 June 2022, the Company would have had net assets of
US$144.8 million, resulting in a NAV per share of 102.7 cents.
The NAV per share on a total return basis was 2.4%, which was
driven by the increase in the fair value of NISPI.
The share price at 30 June 2022 was US$1.13 (ticker: TLEI) and
87.5 pence (ticker: TLEP).
The Company had a cash balance of US$86.9 million at 30 June
2022, of which US$38.5 million was committed to be deployed for the
acquisition of the 57% economic interest in SolarArise. At the same
date, the Company had no gearing (NISPI is also ungeared). Had
SolarArise been wholly owned by the Company at 30 June 2022,
SolarArise's gearing would have represented 43.3% of the Group's
GAV (which includes the proportionate share of the borrowings at
the level of the Company's investments, including 100% of
SolarArise).
The Company's profit before tax for the period was US$2.6
million, reflecting a US$2.6 million net gain on investments held
at fair value and foreign exchange gains on the IPO proceeds not
yet deployed, offset by ongoing operating expenses. Earnings per
share was 2.76 cents.
The annualised ongoing charges ratio was 2.3% at the period end.
This calculation does not take into account the subsequent US$29.6
million increase in TLEI's net assets on completion of the
acquisition of the 43% economic interest in SolarArise, which will
reduce the ongoing charges ratio. For illustrative purposes, if
this acquisition had completed at 30 June 2022, it would have
reduced the ongoing charges ratio to 1.8%. The Board will continue
to monitor the ongoing charges ratio closely as we seek to grow the
Company, deliver value to our shareholders and further reduce the
ongoing charges ratio.
Dividends
Our first interim dividend of 0.44 cents per share for the
period to 31 March 2022 was paid on 24 June 2022 to shareholders on
the register at the close of business on 20 May 2022. We have today
announced a second interim dividend of 0.44 cents per share, which
will be paid on 30 September 2022 to shareholders on the register
at the close of business on 16 September 2022. As anticipated at
the time of the IPO, these interim dividends have or will be paid
out of the special distributable reserve created following the
court-sanctioned cancellation of the share premium reserve created
at the IPO. We continue to expect that, over the medium term, the
target annual dividend will be covered fully by revenue profits
generated by the Investment Portfolio.
Impact Investing
The Board recognises the increasing importance of impact
investing for investors. Investing for a positive impact is at the
heart of the Company's investment strategy, given the inherent
benefits of renewable energy assets. The Company's assets do not
require a trade-off between returns and responsible investment and
represents an attractive investment opportunity to achieve strong
financial returns whilst also delivering environmental and social
benefits. We are aiming to adopt reporting standards as they are
developed and adopted by the industry and to report in a
transparent way, making it easier for investors to assess and
quantify the positive impact that the Company is having on the
environment and the communities in which our assets are based.
Outlook
Our target markets are returning to growth with strong
electricity demand and pricing, although inflation and, for our
existing investments the US Dollar strengthening are proving to be
headwinds currently. But a stronger US Dollar is also creating the
opportunity to acquire assets at more attractive prices.
The change in government in the Philippines, specifically the
appointment of a new Department of Energy Secretary, is seen as a
positive with continued affirmation of commitment to renewable
energy targets. The Indian Government has continued its support of
the local solar sector and, to meet its targets, it will need
significant solar construction projects to be awarded across the
country. The renewable energy sector in Vietnam, which has one of
the fastest growing populations and GDP outlooks in Asia, is
expected to grow by 8% annually for the next five years. With no
foreign ownership restrictions, this is one of our most immediate
and exciting target markets.
We are encouraged by our pipeline of investment opportunities
and excited about the scale of the market opportunity for TLEI and
the outlook for the future.
Sue Inglis
Chair, ThomasLloyd Energy Impact Trust Plc
7 September 2022
Q&A with the Investment Manager
Michael Sieg, Chair of the Investment Committee, ThomasLloyd
Group
Q: Did you encounter specific complexities or difficulties in
closing the 43% stake in SolarArise as it seemed to take longer
than expected?
Yes, it did take longer than expected but a number of amendments
were also made which overall have proved very beneficial to
shareholders.
On signing the sale and purchase agreement on 19 November 2021,
we applied for Government of India approval of the transaction,
which is required for all acquisitions of holding company unlisted
securities by foreign investors. Approval was received in March
2022, once the Government offices re-opened in Delhi following the
lifting of pandemic restrictions.
Pending Government approval, we initiated negotiations to
acquire the remaining 57% stake, which raised a number of
structuring points relating to both transactions and delayed
completing on the 43% until agreement on the remaining interest was
reached and the structuring points were resolved.
Cognisant of the delay, the consideration for the 43% stake was
amended in three ways. Firstly, the price paid by TLEI was reduced
from US$34.6 million (its fair value at 19 November 2021) to
US$32.9 million (its most recently calculated fair value, being as
at 30 June 2022). Although the fair value of SolarArise remained
largely the same in local currency terms, the price reduction was
driven by the US Dollar strengthening against the Indian Rupee.
Secondly, the price at which the consideration shares were
issued was increased from US$1.00, being the IPO price, to
US$1.16035 to address the shares being consistently traded at a
premium since the IPO, which reduced the number of consideration
shares issued.
Finally, the number of shares issued was further reduced to
reflect that TLEI agreed to settle directly the withholding tax due
in cash to the Indian tax authorities on behalf of the sellers.
These amendments ensured the acquisition cost was reflective of
the current fair value of SolarArise in US Dollar terms as well as
ensuring that the acquisition did not dilute shareholder value. The
transaction closed on 19 August 2022. No distributions have been
made to SolarArise shareholders between 19 November 2021 and
completion (or will be made prior to completion of the acquisition
of the remaining 57%), so TLEI will benefit from the net cash flow
retained in SolarArise over that period.
Q: TLEI has now committed to buying 100% of SolarArise - this
must a be a key acquisition for the development of the
portfolio?
Acquiring the remaining stake in SolarArise was very important
for a number of reasons. Firstly, it provides us additional
visibility of dividend cover, as the acquisition represents 234 MW
of operational assets, as well as portfolio diversification from
the 200 MW construction-ready project, which will support the
overall return of the Company.
Secondly, it also extends the ThomasLloyd development and
management platforms in India. As an Investment Manager, our
on-the-ground skills and expertise is a key differentiator for us.
Our in-house technical, development and operational skills and
disciplines will be bolstered as ThomasLloyd will assume and
integrate the local management and development team therefore
maintaining the partnership ThomasLloyd has had with the SolarArise
founders since 2018.
On signing of the sale and purchase agreement for the remaining
interest, we have submitted the application for approval by the
Government of India. Therefore, we are optimistic that the
acquisition will complete in the fourth quarter of 2022.
Q: How has your pipeline changed since the IPO?
The pipeline has continued to evolve as you would expect. Some
opportunities fall away for a variety of reasons, for example as
commercial terms are explored or detailed due diligence undertaken.
We also need to be alert to changing political and macro conditions
- Sri Lanka provides a good example. The overall environment for
the projects we look at is very favourable and projects which have
been removed have been replaced. We currently have a pipeline in
excess of US$750 million.
We remain on track to deliver the returns outlined in TLEI's
prospectus and are committed to increasing TLEI's geographical
presence through new investments in Vietnam, which will also
provide additional currency diversification. We continue to
evaluate projects based on proven technologies, such as solar,
biomass and wind, as well as currently less widely established
technologies, such as battery storage.
The ThomasLloyd 'Triple Return' objective of providing
attractive investment returns for investors by investing where
capital makes a meaningful, measurable and significant impact
remains the core objective of TLEI.
Q: It has taken more than six months to deploy the IPO proceeds
- is this normal for emerging markets and should we expect a
similar deployment timeline on future raises?
The emergence of the Omicron variant in December 2021 halted
travel in the first quarter of 2022 in most of our target markets
and impacted businesses and governments due to mandatory
lock-downs. It was only at the start of the second quarter that
many countries opened their borders again to non-resident visitors,
since when we have been able to carry out very necessary face to
face meetings with both potential partners and acquisition
opportunities. We were also negatively impacted by the
deteriorating political and economic situation in Sri Lanka, which
resulted in us taking the decision to step back from a number of
opportunities in the original near-term pipeline.
It is also important to note that we have an established
investment decision making process with detailed diligence
requirements carried out both by the Investment Manager and by
external consultants. When investing in emerging markets, it is
essential not to compromise thorough risk assessment, planning and
preparation in order to accelerate investment decisions.
Moving forward, our current near-term pipeline contains
tangible, quality opportunities in India and the Philippines,
countries which are well-known to us, and Vietnam, where we have
completed extensive country level diligence prior to entering this
market. We believe that delays caused by national lockdowns or
closure of borders will not recur but, to help mitigate against
timing risk, we have established a fund dedicated to investing in
development phase assets which can act as an incubator for
construction-ready pipeline assets for the Company.
Q: What are the key gating items to closing a deal in emerging
market countries?
In all countries, whether developed or fast growing and
emerging, there are differences in regulation, taxation and
governance which will impact the structure, timeline and
commercials of an acquisition. Having said that, there are specific
points which we always consider, including regulatory approvals or
filings, foreign investment restrictions, availability of key
suppliers, assessment against impact and ESG criteria, tax and
accounting implications and operating language.
In relation to regulatory approvals, there are certain
pre-closing approvals required in India (as evidenced through the
SolarArise acquisition), whereas in the Philippines and Vietnam
such approvals generally follow closing.
In certain countries there are restrictions on the size of
shareholding that a foreign investor may make. These restrictions
vary depending on the type of legal structure, operational
readiness or size of investment opportunity. While India and
Vietnam do not have such restrictions, there are certain
restrictions in relation to some opportunities in the Philippines,
specifically solar investments. The restrictions may be subject to
change and therefore, we monitor and update our assessment of
opportunities on an ongoing basis.
As an active impact-focused investment manager, we believe deep
and trusted relationships with our external partners, being our
plant operators, technical advisors, other key service providers
and suppliers and any co-investors, are integral to the success of
our investments. Therefore, ensuring from the outset that we share
the same values and standards of ethics is central to this.
Q: As an impact investment manager, operating in emerging Asia,
what do you think are the key challenges?
We have seen a lot of financial market change and upheaval
globally over the last few years, first with COVID-19 and now with
macroeconomic turbulence generated by the Russian/Ukraine war and
the impact it is having on rising fuel and food prices, coupled
with interest rates as financial authorities try to deal with
rising inflation. Therefore, there is a lot to think about as we
deal with these challenges and the knock-on impacts globally and
more particularly in Asia.
One of the macroeconomic factors we continuously monitor is the
foreign exchange rates in our local markets in comparison to the US
Dollar, TLEI's functional currency. We have seen the US Dollar
strengthen in the last few months to highs not seen since 2018.
This has led to unrealised foreign exchange losses in relation to
TLEI's Philippine assets, although this has been more than offset
by increases in their value in local currency terms due to
continued strengthening of wholesale electricity market prices and
overall operating results. Although it is not efficient to hedge
the currency risk to capital values, we can mitigate against the
risk of losses crystallising into a cash loss by entering into a
programme of cash flow hedges designed to protect the value in US
Dollars of the projected local currency inflows through dividend
income to TLEI. Additionally, we have built a depreciating effect
of such currency devaluations going forward into our financial
models to provide a buffer in our planning and forecasting
activities.
But with challenge also comes opportunity - pipeline
opportunities are now becoming available at more attractive prices
and this has been seen most recently with the acquisition of the
remaining interest in SolarArise. In agreeing the acquisition of
the remaining interest, where the fair value in local currency
terms has increased since the IPO, the acquisition consideration
agreed in US Dollars was 6% cheaper.
Another opportunity is the increased focus on energy security on
a global basis, which we believe increases the appetite in our
target markets for the locally sourced supply that renewable energy
provides, especially as in those markets renewable energy is
significantly cheaper than the fossil fuel equivalents.
A remaining challenge may be the risk of regulatory change
driven by changes in government or political parties. In Europe, we
have seen governments retract or revise their subsidy polices for
renewable energy and, in some cases, these changes have been made
retroactively. This can have a largely destabilising impact on
investors' appetite for such investments. This is one of the
reasons we choose to invest where there are no subsidies therefore,
removing such uncertainty. While we cannot remove the risk of
change completely, having team members on the ground and ongoing
communication with our established local partners ensures that we
have visibility of upcoming change and this allows us to react and
deal with such change in a timely manner.
And lastly, we always have the health and wellbeing of our
employees and contractors and the communities in which we operate
in our minds. Aside from the pandemic, our employees are now seeing
rising inflation rates impact their quality of living so anything
we can do to alleviate these pressures are front and centre of our
minds.
Investment Manager's Report
"The successful agreement to acquire the remaining 57% economic
interest in SolarArise, which increases our holding to 100%, puts
us on track to create a diversified portfolio with long-term PPAs
that provides visibility and predictability of dividend flow."
Nandita Sahgal Tully, member of the Investment Committee,
ThomasLloyd Group
Investment highlights
-- The fair value of the investment in NISPI increased by 10.3%
since acquisition to a fair value of US$28.0 million, reflecting
continued strong local market electricity prices.
-- Commitment to acquire a 43% economic interest in SolarArise
at the IPO completed on 19 August 2022 with a consideration of
US$32.9 million, its fair value at 30 June 2022. This investment
represents an interest in the SolarArise solar platform of 234 MW
of operational assets and 200 MW of construction-ready assets
across five states in India.
-- On 20 June 2022, the Company committed to acquire the
remaining 57% economic interest in SolarArise for US$38.5 million.
An application for approval of this acquisition has been submitted
to the Government of India and completion is expected in the fourth
quarter of 2022.
-- Final-stage diligence procedures being undertaken on
exclusive solar opportunities in Vietnam, both operational and
in-construction projects .
Investment Portfolio
The following table provides details of the Company's Investment
Portfolio, as well as those investments which the Company had
committed to acquire, at 30 June 2022. At that date, the Company's
Investment Portfolio had a fair value of US$28.0 million and its
committed asset acquisitions had an aggregate fair value of US$71.4
million.
Total
Commercial Date of generating
operations end of capacity
Project Country Sector Ownership date PPA Offtaker (MWp)
--------------------- ------------ ------- --------- ----------- --------- ---------------------- -----------
Investment Portfolio
--------------------- ------------ ------- --------- ----------- --------- ---------------------- -----------
ISLASOL IA Philippines Solar 40% May 2016 n/a n/a 18
--------------------- ------------ ------- --------- ----------- --------- ---------------------- -----------
ISLASOL IB Philippines Solar 40% May 2016 n/a n/a 14
--------------------- ------------ ------- --------- ----------- --------- ---------------------- -----------
ISLASOL II Philippines Solar 40% June 2016 n/a n/a 48
--------------------- ------------ ------- --------- ----------- --------- ---------------------- -----------
Total Investment Portfolio 80
-------------------------------------------- --------- ----------- --------- ---------------------- -----------
Committed asset acquisitions(1)
-------------------------------------------- --------- ----------- --------- ---------------------- -----------
Southern Power
Distribution
Company of Telangana
Telangana I India Solar 100% June 2016 June 2041 Limited(G) 12
--------------------- ------------ ------- --------- ----------- --------- ---------------------- -----------
Southern Power
Distribution
Company of Telangana
Telangana II India Solar 100% June 2016 June 2041 Limited(G) 12
--------------------- ------------ ------- --------- ----------- --------- ---------------------- -----------
Solar Energy
September September Corporation of
Maharashtra I India Solar 100% 2017 2042 India Limited(G) 67
--------------------- ------------ ------- --------- ----------- --------- ---------------------- -----------
Solar Energy
February February Corporation of
Karnataka I India Solar 100% 2018 2043 India Limited(G) 41
--------------------- ------------ ------- --------- ----------- --------- ---------------------- -----------
Bangalore Electricity
August August Supply Company
Karnataka II India Solar 100% 2019 2044 Limited(G) 27
--------------------- ------------ ------- --------- ----------- --------- ---------------------- -----------
Uttar Pradesh
Uttar Pradesh January January Power Corporation
I India Solar 100% 2021 2046 Limited(G) 75
--------------------- ------------ ------- --------- ----------- --------- ---------------------- -----------
1. M.P. Power
Management Company
Madhya Pradesh September Limited (G)
2 India Solar 100% 2023 June 2048 2. Indian Railways(G) 200
--------------------- ------------ ------- --------- ----------- --------- ---------------------- -----------
Total committed asset acquisitions 434
-------------------------------------------- --------- ----------- --------- ---------------------- -----------
Total Investment Portfolio
and committed asset acquisitions 514
-------------------------------------------- --------- ----------- --------- ---------------------- -----------
(1) Represents the acquisition of a 43% economic interest in
SolarArise, completed on 19 August 2022, and the remaining 57%
economic interest, committed to be acquired on 20 June 2022 and
expected to complete in the fourth quarter 2022.
(2) Construction-ready project
(G) Government or quasi-government offtaker
Performance of the Investment Portfolio(1)
In December 2021, TLEI acquired a 40% economic interest in
NISPI, one of its seed assets at the IPO, for a cash consideration
of US$25.4 million, equivalent to its fair value at 19 November
2021. NISPI is an investment platform with three operating solar
plants situated on the island of Negros, Philippines. All three
solar plants export electricity to the grid at the wholesale
electricity spot market price. The total capacity of the NISPI
portfolio is 80 MW.
Transmission capacity has been limited since July 2021 between
Negros and the neighbouring island of Cebu, after a portion of the
138-kiloVolt high voltage subsea cable connecting the two islands
was damaged by dredging works performed by a government department.
While only one of the cable's two circuits has been damaged, this
has impacted the ability to export in the short term. Completion of
remediation works is now expected to be in late 2023.
Net renewable energy generation for the six-month period ended
30 June 2022 was 41,061 MWh (six-month period ended 30 June 2021:
54,664 MWh). In comparison to budget, net renewable energy
generation was marginally below budget. The reduction in net
renewable energy generation relative to the prior period is largely
the result of the damage to the subsea cable in July 2021 and
generation being impacted in the first quarter of 2022 by typhoon
Rai, a category 5 super typhoon that hit the Philippines in
December 2021. Although damage across the Philippines was
significant, NISPI's solar plants were undamaged and local staff
members and families were unharmed. Normal operations were resumed
relatively quickly, although there were some short-term power
transmission outages which impacted the first weeks of 2022.
Since acquisition in December 2021, NISPI has benefited from
continued strong wholesale electricity market prices. The average
12-month wholesale electricity market price to 30 June 2022 was
6.36 PHP per KWh in comparison to 6.16 PHP per KWh in the 12 months
to 31 March 2022. The increase in electricity prices has been
supported by demand outstripping supply due to the ongoing
curtailment resulting from the Negros-Cebu subsea cable damage. On
acquisition, the assumed wholesale electricity market price was
5.00 PHP per KWh.
In the six-month period ended 30 June 2022, NISPI generated
revenue of US$5.4 million, a decrease of 10% in comparison to the
six-month period ended 30 June 2021 which generated US$6.1 million.
This decrease was due to the US Dollar strengthening and, on a PHP
basis, revenue grew by 2% to PHP 298.8 million. Therefore, on an
underlying currency basis this was ahead of budget.
For the six-month period ended 30 June 2022, operating cash
flows and cash conversion ratio were US$3.1 million and 79%
respectively (six-month period ended 30 June 2021: US$3.2 million
and 55% respectively). Cash conversion was impacted by increased
revenues generated and which are not due to be collected until the
following quarter. As at 30 June 2022, NISPI had cash, held in PHP,
of US$13.0 million. In line with expectations, NISPI did not
distribute any amounts to the Company during the period.
In June 2022, the Philippine Government initiated their first
green energy auction to award 2 GW of renewable energy capacity to
renewable energy providers. The accepted offer price for solar was
3.67 PHP per KWh and did not include any inflator to the model. As
the accepted offer price was significantly lower than prices
available in the market currently, NISPI did not participate in the
auction, and it is currently unlikely that NISPI will participate
in a green auction in the near term.
The construction of an additional subsea cable between Negros
and Panay is ongoing and is expected to be operational in the third
quarter of 2022, which is expected to alleviate grid congestion.
This is part of a large project by the Government to create an
interconnection framework to accommodate transmission of excess
power from Negros and Panay to the rest of Visayas.
(1) Performance is based on 100% of NISPI.
Performance of committed assets(1)
At 30 June 2022, TLEI had a commitment to acquire a 43% economic
interest in SolarArise, its other seed asset at the IPO. That
acquisition was completed on 19 August 2022, with the consideration
of US$32.9 million. SolarArise is an investment platform with six
operating solar plants and one construction-ready solar plant,
situated in five states in India. All six operating plants have,
and the construction-ready plant will have, long-term, fixed-price
PPAs in place with government or quasi-government offtakers.
On 20 June 2022, TLEI committed to acquire the remaining 57%
economic interest in SolarArise for a cash consideration of US$38.5
million. That acquisition is expected to complete in the fourth
quarter of 2022.
The total capacity of the SolarArise portfolio is 434 MW, with
234 MW fully operational at 30 June 2022 following the completion
and grid connection of the 75 MW plant at Uttar Pradesh in January
2021, and a further 200 MW construction-ready.
Net renewable energy generation increased to 176,750 MWh in the
six-month period ended 30 June 2022 from 147,192 MWh in the prior
year. In comparison to budget, net renewable energy generation
exceeded expectations by 3%.
In the six-month period ended 30 June 2022, revenue generated by
the six operational plants increased by 10%, or US$0.8 million, in
comparison to the six-month period ended 30 June 2021 to US$9.3
million due to Uttar Pradesh operating throughout the 2022 period.
This was 3% ahead of budget on a local currency basis and 2% behind
in US Dollar terms due to the strengthening of the US Dollar in
comparison to INR.
For the six-month period ended 30 June 2022, operating cash
flows and the cash conversion ratio were US$4.4 million and 56%
respectively. At 30 June 2022, SolarArise had cash and short-term
deposits, held in INR, of US$20.3 million, a decrease of US$3.3
million since 31 December 2021. A key reason for the decrease in
cash in the period was due to the depreciation of the INR against
the US Dollar, which resulted in a US$1.3 million reduction in the
value of the cash held at 31 December. No distributions have been
made to SolarArise shareholders since TLEI committed in November
2021 to acquire the 43% economic interest or will be made prior to
the completion of the acquisition of the 57% economic interest.
(1) Performance is based on 100% of SolarArise.
Valuation process
In accordance with the Company's valuation policy, the
investment held at 30 June 2022 has been valued by the Investment
Manager and reviewed by the Company's independent valuation expert.
The AIFM and the Directors have then reviewed and approved the
valuation used as at 30 June 2022.
The fair value for the Company's investment is derived using a
discounted cash flow methodology ("DCF"). In a DCF analysis, the
fair value of the investment is the present value of the expected
future cash flows, based on a range of operating assumptions for
revenues, costs, leverage and any distributions, before applying an
appropriate discount rate.
A broad range of assumptions is used in the valuation models.
Given the long-term nature of sustainable energy infrastructure
assets, valuations are assessed using long-term historical data to
reflect the asset life.
Investment Portfolio valuation at 30 June 2022
The Company's Investment Portfolio increased in value by 10% in
the period from acquisition to 30 June 2022 due to strengthening
electricity prices in the Philippines offset by changes to
macroeconomic factors impacting the discount rate and foreign
exchange movements.
The Investment Portfolio, comprising a 40% interest in NISPI,
which owns three solar plants in the Philippines was valued at
US$28.0 million at 30 June 2022.
The Investment Portfolio increased in value in the period to 30
June 2022 by US$2.6 million, or 10%, in comparison to its
acquisition price of US$25.4 million. The increase reflects the net
impact of the strong wholesale electricity market price realised
over the last 12 months in the Philippines offset by changes to
macroeconomic factors that have adversely impacted the discount
rate and foreign exchange movements.
Investment Portfolio bridge
US$'000s 30 June 2022
----------------------------------------------- --------------
Acquisition price of NISPI 25,382
Power prices 7,650
Renewable energy generation -
Discount rate (3,000)
Foreign exchange rates (2,316)
Other changes 284
Investment Portfolio valuation at 30 June 2022 28,000
----------------------------------------------- --------------
Factors which are significantly impacted the valuation of the
Investment Portfolio are as follows:
- Power prices - NISPI currently generates revenue through the
sale of power to the grid at the wholesale electricity market
price. In the absence of available or published price forecasts for
the Philippines, the valuation at 30 June 2022 reflects the
Investment Manager's expected outlook for the future operating
years. The forecast assumes a base of the average price for the
preceding 12 months, with inflationary impacts applied. Utilising
an average market price of 6.36 PHP per KWh increased the valuation
by US$7.6 million in comparison to the acquisition model, which
utilised a price of 5.0 PHP per KWh. A flat 10% increase or
decrease in market electricity prices from forecasted levels over
the remaining asset life of each plant has been used in the
sensitivity analysis. This sensitivity would increase or decrease
the Company's net assets by US$4.3 million and US$4.6 million
respectively while all other variables remain constant.
- Renewable energy generation - The valuation model assumes a
10% curtailment on capacity to export due to the damaged subsea
cable connecting Negros and Cebu until the end of 2023, when the
cable is expected to be returned to full operations. There has been
no material change to the renewable energy generation outlook from
that used in November 2021 acquisition model. A flat 10% increase
or decrease in the renewable energy generation outlook over the
remaining asset life of each plant has been used in the sensitivity
analysis. This sensitivity would increase or decrease the Company's
net assets by US$4.3 million or US$4.6 million respectively, while
all other variables remain constant.
- Discount rate - The discount rate used is the Investment
Manager's, Alternative Investment Fund Manager's and Directors'
assessment of the rate of return in the market for assets with
similar characteristics and risk profile, as reviewed quarterly by
the Company's independent valuation expert. The discount rate has
been updated to reflect changes in the market at 30 June 2022. In
the period since the IPO, the discount rate has increased from
8.00% to a rate of 9.75% at 30 June 2022, due to macroeconomic
inputs, principally due to an increase in the 20-year government
bond yield in the Philippines. A flat decrease or increase of 0.5%
in the discount rate over the remaining asset life of each plant,
while all other variables remain constant, would increase or
decrease the Company's net assets by US$0.8 million or US$1.1
million.
- Foreign exchange rate - Investments are expected to be held in
the currency of the territory in which the asset is located.
Therefore, at 30 June 2022, the Company was impacted by the US
Dollar:Philippine Peso foreign exchange rate as the US Dollar
strengthened to US$1:PHP55.0207 from US$1:PHP50:6502 in the
acquisition model. A flat decrease or increase of 5% in the US
Dollar: Philippine Peso rate over the remaining asset life of each
plant, while all other variables remain constant, would increase or
decrease the Company's net assets by US$1.5 million and US$1.3
million respectively.
- Inflation - Most operating costs are contracted for a defined
period of up to five years and as such there is typically little
variation in annual operating costs. A flat increase or decrease in
the inflation rate of 0.5% to operating costs with an offsetting
effect to accrete power prices, over the remaining asset life of
each plant, while all other variables remain constant, would
increase or decrease the Company's net assets by US$1.1 million or
US$1.4 million respectively.
Significant NAV NAV
unobservable Fair value Fair value per share per share
inputs Sensitivity increase (decrease) increase (decrease)
----------------- ------------ --------------- ------------ ----------- ------------
US$(4.6)
Power prices +/- 10% US$4.2 million million 3.7 cents (4.0) cents
Renewable energy US$(4.6)
generation +/- 10% US$4.2 million million 3.7 cents (4.0) cents
US$(1.1)
Discount rate -/+ 0.5% US$0.8 million million 0.7 cents (0.9) cents
Foreign exchange US$(1.3)
rate -/+ 5% US$1.5 million million 1.3 cents (1.2) cents
US$(1.4)
Inflation rate +/- 0.5% US$1.1 million million 1.0 cents (1.2) cents
Pipeline opportunities
The Company's near-term target markets continue to be India,
Philippines, Vietnam, Bangladesh and Indonesia. The Company's
pipeline is in excess of US$750 million with more than 1,500 MW of
electricity generating capacity, of which more than US$380 million
are under exclusive negotiations.
We have made significant progress on opportunities in Vietnam
with an initial aggregate investment value of up to US$30.0
million. In particular, we are in final-stage exclusive
negotiations for a controlling interest in a locally-established
investment platform, which will initially own a number of
operational and construction-ready solar investments. The platform
is also building a pipeline of additional opportunities.
The Investment Manager has in excess of US$350million of
operational biomass assets in the Philippines which are available
to TLEI on an exclusive basis. These assets deliver strong positive
environmental and social impacts to the country and local
communities. Biomass technology is an important provider of local
energy resources as, different to solar technology, biomass plants
provide base load energy supply generated from local agricultural
sources. Biomass plants also directly support the local farming
community, utilising agricultural trash primarily from sugar cane
farms left on the field after harvesting, which is then mixed with
other agricultural residues. These are ground, shredded and mixed
to prepare a biomass boiler fuel which is then fed to high pressure
boilers to convert water to steam to drive turbine generators to
produce new renewable energy. The organic ash which is a by-product
is then used to make an organic fertiliser for return to the
fields. Additionally, the biomass plants provide employment
opportunities in the communities in which they operate.
Acquisitions of these assets would constitute related party
transactions under the Financial Conduct Authority's Listing Rules
and would require prior shareholder approval (ThomasLloyd and its
related parties would not be eligible to vote on the relevant
resolutions). They would also be subject to independent valuation
reports.
As the aggregate value of the more immediate pipeline
opportunities exceeds the Company's uncommitted cash as well as
TLEI's single asset and country investment limits, such investments
would require further equity issuances.
We also have more than US$350 million of near-term opportunities
in India, Philippines and Vietnam with more medium to longer term
opportunities identified in Bangladesh and Indonesia, which cover a
range of technologies such as solar, biomass and wind. Similar to
the near-term pipeline these opportunities include both operating
assets as well as construction-ready projects to create the right
balance between furthering dividend cover and driving double-digit
total returns, whilst creating real positive impact.
Outlook
Electricity demand in the Philippines has continued to increase
throughout 2022 across the residential, commercial, and utility
sectors. We continue to expect the renewable energy segment to
witness significant growth during the next five years as
significant opportunities will be provided by the Philippines'
National Renewable Energy Program 2020-2040, which has set a target
to achieve a 35% share of renewable energy in the renewable energy
generation mix by 2030 and 50% by 2040. The Philippine renewable
energy market is expected to register a compound annual growth rate
of more than 8.5% in the next five years and we have existing deep
existing relationships in the Philippines which will allow us to
continue our investment into the country.
Prior to the change in Government in the Philippines in June
2022, the first green energy auction was held. Prices were capped
at a rate significantly below the wholesale electricity market
price, which minimised industry participation. Following the change
of government, Raphael Lotilla, who had previously served as Energy
Secretary between 2012 to 2015, was appointed as the new Department
of Energy Secretary. Lotilla has been an active supporter of
renewable energy providers and has been vocal in his stance against
subsidies and price adjustments.
In addition to solar investment in the Philippines, and more
specifically the island of Negros, biomass technology is another
important provider of local energy resources and remains an
important tool as it both contributes to the fight for climate
change and the establishment of energy security.
In India, the Government continues to target growth of the
renewable energy sector in order to meet their imminent targets of
clean renewable generating capability for 2030. The federal and
state governments are committed to increasing the ease of land
acquisition and other legal permits and are encouraging a
significant amount of domestic and international investment flowing
into the industry. While TLEI's country investment restrictions
will halt near-term expansion of the Indian opportunities, India
remains an important growth area for us.
Vietnam is TLEI's immediate focus as it has one of the fastest
growing populations and GDP outlooks in Asia. There are a number of
pipeline opportunities of both operational as well as
in-construction and construction-ready assets, all of which would
benefit from an offtake agreement with the state-owned utility,
Electricity of Vietnam. We remain bullish about the outlook for the
renewables sector, which is expected to grow by 8% annually for the
next five years. With no foreign ownership restrictions, this is
one of our most immediate and exciting target markets.
Bangladesh, Indonesia and Sri Lanka remain important focal
points of our investment strategy although there will be a longer
lead time as they are either less developed or there is political
and economic uncertainty at this point. We will continue to monitor
and assess developments and opportunities in these countries as
they arise.
Tony Coveney
Head of Infrastructure Asset Management and member of the
Investment Committee, ThomasLloyd Group
7 September 2022
Impact Report
"Our research has demonstrated that recently launched
impact-designated funds and products globally have predominantly
focused on investment in developed markets, with South Asia only
receiving 4% of available global renewable energy investment. As
Asia represents the fastest growing region with the largest carbon
emissions, we believe that investment is urgently needed now to
tackle the global climate crisis at source."
Nick Parsons, Chair of the ESG Stewardship Committee,
ThomasLloyd Group
Highlights
The following performance measures for the period from 1 January
2022 to 30 June 2022, represent the impact created by:
-- a 40% economic interest in NISPI, a Philippines platform with
three operating solar plants, which was acquired by TLEI in
December 2021;
-- a 43% economic interest in SolarArise, an Indian platform
with six operating and one construction-ready solar plants, which
TLEI committed to acquire at the IPO and which was completed on 19
August 2022; and
-- a 57% economic interest in SolarArise from 20 June 2022, the date of commitment to acquire.
Installed renewable capacity - MWp(1) Employment opportunities created
- full-time jobs(1)
266
335
Renewable energy generated - MWh(1) Energy security - people supplied
with electricity(1)
98,579 356,291
CO(2) emissions avoided - CO(2) ESG assessment criteria and factors
e tonnes(1) assessed prior to commitment of
investment(1)
90,566
100%
(1) See 'Basis of Presentation and Alternative Performance
Measures' section for definitions, methodologies and
reconciliations. There has been no change in methodology in the
current period from definitions applied or calculations made in
prior periods.
TLEI impact
As an impact investor, TLEI will invests in opportunities that
deliver the 'Triple Return' of positive financial, environmental
and social outcomes that help facilitate the transformational
changes required for a Net Zero, inclusive, safe and prosperous
society. By doing this, TLEI knows that it can deliver positive
change and accelerate global efforts to tackle society's biggest
challenges.
Both the Directors and the Investment Manager believe financial
markets have a critical role to play in driving global systemic
change. That is why the Investment Manager is focussed on creating
genuine impact through innovative direct investment in new
projects, new companies and new markets. Right from the start, the
desire has been to deliver investment solutions where they are most
critically needed. That is why the Investment Manager's journey
commenced with a focus on sustainable energy infrastructure in
Asia.
Carbon emissions in Asia are now greater than in Europe and
North America combined. Population growth, economic growth and
urbanisation are collectively causing a rapid increase in the
demand for energy. Investing in construction-ready and operational
assets across renewable energy generation, transmission
infrastructure, energy storage and sustainable fuel production in
emerging Asia is therefore, vital on the journey towards a Net Zero
emissions world, whilst also making social progress, helping to
build resilient and safe communities and supporting job
creation.
30 June 2022 impact review
The impact review of the six-month period ended 30 June 2022
covers the Company's Investment Portfolio and the committed asset
acquisitions (being 100% of SolarArise) at 30 June 2022. All
numbers have been pro-rated based on TLEI's economic share.
Committed asset acquisitions have been included from the date at
which the commitment to invest was made by the Company, being 1
January 2022 for the 43% economic interest in SolarArise that
completed on 19 August 2022, and 20 June 2022 for the remaining 57%
economic interest. See 'Basis of Presentation and Alternative
Performance Measures' section in the Interim Report for
definitions, methodologies and reconciliations.
Environmental
The Investment Portfolio, which consists of renewable energy
generation assets, is helping to provide clean energy to those who
need it the most, in areas which had previously been under-supplied
or not supplied at all.
In addition to other ESG considerations, the Investment Manager
has policies to ensure responsible land acquisition and management,
as do the Investment Portfolio entities. The Investment Portfolio
entities also carry out biodiversity surveys prior to initiating a
project where it is deemed necessary.
Additionally, the Company will not print and distribute any
paper copies of the Interim Report in order to minimise its carbon
footprint.
CO(2) emissions
Six-month period Installed renewable Renewable energy avoided - CO(2)
to 30 June 2022 capacity - MWp generated - MWh e tonnes
--------------------- ------------------- ---------------- ----------------
Investment Portfolio 32 16,424 11,697
--------------------- ------------------- ---------------- ----------------
Committed assets 234 82,155 78,869
--------------------- ------------------- ---------------- ----------------
Total 266 98,579 90,566
--------------------- ------------------- ---------------- ----------------
Social
By having a strategy geared towards investing in
construction-ready projects, a significant number of jobs are
created and then sustained when the asset is operational.
TLEI is committed to ensuring that the Investment Portfolio
entities create quality employment through promoting a commitment
to high standards of health and safety. The Investment Manager
monitors that all investments have appropriate health and safety
policies and procedures in place. As an active investor, the
Investment Manager monitors their consistent application, reports
any lost time injuries on a timely basis and assesses whether
remedial action has been taken, as necessary.
Beyond this, the Investment Manager is also active in the
communities in which it operates and invests. Such activities
include donations of a financial nature, as well as the provision
of supplies and time, to various programs and initiatives.
Employment opportunities Energy security
created - full time - people supplied
Six-month period ended 30 June 2022 jobs with electricity
------------------------------------ ------------------------ ------------------
Investment Portfolio 44 73,242
------------------------------------ ------------------------ ------------------
Committed assets 291 283,049
------------------------------------ ------------------------ ------------------
Total 335 356,291
------------------------------------ ------------------------ ------------------
Case Study
As part of SolarArise's commitment to support local communities
and society in general, the SolarArise team regularly prepare and
donate food kits to villages near our solar plants.
Each food kit contains basic ingredients and supplies (including
cereals, pulses, spices, and oils) required to cook healthy and
nutritious meals for a family of four for 15 days, helping to
protect families against malnutrition and avoid hunger-related
illnesses.
More recently, the SolarArise team at our plants in the state of
Karnataka prepared and delivered 1,000 food kits to Women's
Self-Help Groups within a number of villages, who in turn
distributed those kits to women and families that are most in
need.
Governance
TLEI is committed to attaining the highest standards of
corporate governance, which provides a robust framework to ensure
the long-term success of the business and drive shareholder
value.
TLEI always acts to ensure that trust and confidence in the
Company's business and business model is maintained. The Company is
a member of the UK Association of Investment Companies, and
complies with the AIC's Code of Corporate Governance to ensure best
practice. Although the Company is not required to report against
the diversity targets under the Listing rules until its Annual
Report for the year ending 31 December 2023, the Board has resolved
to do so on a voluntary basis at 30 June 2022. In accordance with
Listing Rule 9.8.6R (9), (10) and (11), the Board has provided the
following information in relation to its diversity.
No. of senior
Board gender at 30 No. of Board Percentage of positions on the
June 2022(1) members the Board Board
Men 2 50% 1
------------- -------------- ------------------
Women 2 50%(2) 1(3)
------------- -------------- ------------------
(1) The Company has opted not to disclose against the number of
Directors in executive management as this is not applicable for an
investment trust.
(2) This meets the Listing Rules target of 40%.
(3) This meets the Listing Rules target of 1.
No. of senior
Board ethnic background No. of Board Percentage of positions on the
at 30 June 2022(1) members the Board Board
White British or other
white (including minority-white
groups) 3 75% 1
------------- -------------- ------------------
Asian/ Asian British 1(2) 25% 1
------------- -------------- ------------------
(1) The Company has opted not to disclose against the number of
Directors in executive management as this is not applicable for an
investment trust.
(2) This meets the Listing Rules target of 1.
The information included in the tables above has been obtained
following confirmation from the individual Directors. As shown in
the above tables, the Company has already met the targets, which
formally come into force for the financial year ending 31 December
2023, in relation to the gender and the ethnic background of the
Board.
TLEI has zero tolerance towards corruption, fraud, bribery and
unethical behaviour, as does the Investment Manager. TLEI operates
a whistleblowing process which provides a route for reporting
activity which is irregular or contravenes the Company's Code of
Conduct. In the period, there were no whistleblowing events
recorded.
As part of the investment decision-making process, ESG factors
are assessed in equal measure to any financial, legal and technical
matters. In addition, ESG factors are monitored on an ongoing
basis, with at least quarterly communication with the investment
entities.
TLEI governance
30 June 2022 target
-------------------------------------------------- ----------------
ESG assessment criteria and factors assessed prior 100% completion
to commitment of investment
-------------------------------------------------- ----------------
Ongoing reporting and future developments
The Company's ESG Committee continues to monitor and assess the
recent significant developments in the EU's ongoing implementation
of its framework for sustainable energy investment, notably the
publication of the delegated acts under the EU's Taxonomy
Regulation and the entry into force in the EU of the Sustainable
Finance Disclosure Regulation.
The Investment Manager is targeting the categorisation and
monitoring of the Investment Portfolio entities in line with the
Taxonomy Regulation by 31 December 2022. Additionally, as part of
its broader strategy for reporting on climate-related and other
impact and ESG matters, the Investment Manager intends to further
incorporate the TCFD disclosure requirements into the Company's
ongoing disclosures.
TLEI expects to qualify as an Article 9 fund under the EU's
Sustainable Finance Disclosure Regulation and is currently in the
process of documenting this aspiration.
Q&A with Anil Nayar, Executive Director and Founder,
SolarArise
About SolarArise and Anil Nayar
SolarArise was founded in 2014 by Anil Nayar, James Abraham and
Tanya Singhal. The Company's aim, from inception, was to convert
abandoned land into new sources of affordable, clean solar
power.
Anil is a Co-founder and Director, with key responsibilities
including project finance, finance and reporting and heads up a
number of special projects. Prior to co-founding SolarArise, Anil
held the position of Senior Vice-President and Head of Investor
Relations, India at Genpact. Prior to that, Anil was the Senior
Partner of the Audit and Advisory Services business of KPMG India.
Anil has worked in a number of countries across a number cultures
and has more than 30 years of experience of advising companies
across the renewable sector.
Q: India has admirable and ambitious renewable energy targets,
what impact has this had on the construction and operation of solar
plants?
While coal currently powers close to 70% of India's current
electricity needs, our Prime Minister, Narendra Modi, has recently
pledged that, by 2030, India will produce more energy through solar
and other renewable energy sources than the entire grid as it
stands now. This is indeed ambitious but I believe that it is also
much needed if electricity supply is to keep up with the ever
growing demand for electricity from a growing urban population. The
other point is that our Government is also very focused on
providing India with security of its electricity supply.
Therefore, in order to meet these targets, there needs to be an
acceleration in the construction of more and larger solar plants -
which is then coupled with an increased need for solar panels, most
of which are currently manufactured in China. Governments globally,
including ours, have identified this as a risk to their energy
transition targets as there have been delays in supply, ESG
governance challenges in global supply chains and pricing
challenges.
Consequently, as of last year, new regulations have been
introduced in India to support the growth and stability of the
Indian solar sector. The Government has introduced an import tariff
of 40% on solar modules and 25% on solar cells, which has resulted
in locally manufactured components now being competitively priced
compared to imports. Further, the power ministry has also
introduced an approved list of module manufacturers, which requires
that we can only buy from solar panel manufacturers which have been
formally approved by the Indian authorities after due inspection of
their manufacturing facilities and processes. This therefore,
limits the suppliers we can select to those who manufacture and
supply in India as approval processes for overseas manufacturers
have been limited due to COVID-19 lock-downs. The Government has
also provided for a Production Linked Incentive Scheme of c.US$3
billion for achieving manufacturing capacity of GW scale in high
efficiency solar PV modules in India.
With all these initiatives, we are seeing increased production
of solar module manufacturing in India and more manufacturing
facilities under construction. This allows us greater oversight of
production capabilities and quality levels, as well as comfort over
the supply of parts and work force conditions.
Q: Have any of the recent developments in legislation or
regulation had an impact on progressing SolarArise's 200 MW
construction-ready project?
SolarArise's 200 MW construction-ready project has the necessary
permits and a 25-year power purchase agreement with a Government
offtaker. The land required for the project has already been
secured and the project planning team has developed relationships
with local manufacturers, which in turn has allowed us to get
comfortable with their ability to deliver the capacity and quality
needed for the project. Currently all the commitments needed to
meet the current requirements of the project are in place, in
addition to those needed to satisfy SolarArise's future growth
plans.
Although 200 MW is the largest plant SolarArise has constructed
to date, it has been under planning for the last 24 months. During
this time, SolarArise, through its management service provider, has
grown its engineering, procurement and construction capacity in
anticipation. Therefore, we are comfortable that the assembled
teams are geared to develop and commission this plant within the
scheduled timelines.
Q: How do you manage construction so that you are providing a
safe and healthy working environment?
The safety of our employees is of paramount importance and we
are very proud that we have had no significant incidents during the
construction of all six of our now operating plants. The
construction phase of a solar plant is very labour-intensive with
groundworks, foundations, perimeter securing and a significant
number of installation and pre-connection safety checks which must
be carried out. Installing solar panels and systems can be risky,
unless carried out in a controlled and observed manner.
At SolarArise, we have a detailed Environment, Safety and Health
policy that all employees are trained in. We provide personal
protective equipment to all personnel on site, including visitors.
SolarArise's Environment, Safety and Health policy is detailed in
templates that are incorporated into the workflow of construction,
including with each of our sub-contractors. This ensures that all
processes adhere to our policy. This is further supplemented with
compulsory training and review at the site, with oversight provided
on the ground by internally trained staff.
Health and safety considerations are not only important during
the construction phase - these are daily considerations and ones
that we take very seriously.
Q: How do you attract new talent or how do you build a diverse
and balanced team? How do you develop and train your team?
The industry overall remains an attractive one for young
professionals, so there is little difficulty in attracting talent.
We differentiate ourselves by the work environment we foster. We
believe our people are empowered to manage their development and
careers, giving them the freedom to grow and exercise their
creativity. Through this process, they gain a special ownership and
pride in the successes of the organisation.
To achieve the aim of building a diverse team, we ensure that
diversity is embedded into the culture of the Company and within
our recruitment and promotions processes. Although it may take
longer, finding the right person who will stand out, create value
and promote the Company's vision is worthwhile. Through our
recruitment process, we have sought out people with different
backgrounds and experiences to allow us to bring in different
perspectives that ultimately help us to solve challenges!
Our development and training is focused on-the-job itself.
Particularly during the first year of employment, the focus is on
learning the technical skills and approaches that SolarArise uses.
In subsequent years, staff select and participate in specific
technical trainings provided by industry partners. They are also
encouraged to attend industry fairs and meetings to develop
networks and learn from their peers.
We believe that we need to lead from the top and, as SolarArise
is a relatively young company, it has been an exciting journey so
far - and one which is still ongoing!
Financial Review
Portfolio valuation growth from the IPO 10.3%
--------------------------------------------------------- -----------------
Net assets US$115.2 million
--------------------------------------------------------- -----------------
NAV per share 99.9 cents
--------------------------------------------------------- -----------------
NAV total return per share 2.4%
--------------------------------------------------------- -----------------
Illustrative NAV per share - to show the impact of the 102.4 cents
acquisition of the 43% economic interest in SolarArise
as if it had completed on 30 June 2022
--------------------------------------------------------- -----------------
Analysis of financial results
The Interim Financial Statements of the Company at 30 June 2022
and for the period from 1 November 2021 to 30 June 2022 are set out
in the Interim Report.
The Interim Financial Statements have been prepared in
accordance with UK adopted IFRS and UK adopted IAS 34 'Interim
Financial Reporting'. The comparative period is the period from
incorporation, on 6 September 2021, to 31 October 2021, being the
Company's first accounting date. On 16 November 2021, the Company
extended its accounting period to 31 December 2022. The Company did
not commence its operating activities until the listing of its
ordinary shares on the London Stock Exchange on 14 December 2021
and, therefore, there was no profit or loss up to this date.
Und er the requirements of IAS 34, the Interim Financial
Statements are required to present a statement of comprehensive
income for both the current financial year to date and the current
interim period, being the period since the last interim results
published. Accordingly, the Interim Financial Statements are for
the period from 1 November 2021 to 30 June 2022 and for the
three-month period from 1 April 2022 to 30 June 2022. The Interim
Report has not been reviewed or audited by the Company's
Auditor.
Net assets analysis - IPO to 30 June 2022
Net assets at 30 June 2022 were US$115.2 million, increasing by
US$2.1 million from US$113.1 million at the IPO. NAV per share
increased to 99.9 cents, representing a 1.9% growth since the IPO.
This growth was primarily driven by an increase in the value of
NISPI, as set out in the 'Portfolio valuation' section of the
Interim Report. An analysis of the Company's net assets is set out
in the table below.
Net assets analysis
US$'000s except as noted 30 June 2022 IPO
---------------------------------------- -------------- ------------
Fair value of investments 28,000 -
Cash 86,881 113,085
Other assets 1,149 -
---------------------------------------- -------------- ------------
Total assets 116,030 113,085
Other liabilities (795) -
---------------------------------------- -------------- ------------
Net assets 115,235 113,085
---------------------------------------- -------------- ------------
Number of shares 115,393,128 115,393,128
---------------------------------------- -------------- ------------
NAV per share (cents) 99.9 98.0
---------------------------------------- -------------- ------------
Increase in NAV per share since the IPO 1.8% n/a
---------------------------------------- -------------- ------------
The following table presents a reconciliation of the movement in
the Company's net assets from the IPO, when US$115.4 million of
gross proceeds were received by the Company, to 30 June 2022.
Net assets bridge
US$'000s IPO to 30 June 2021
--------------------------------------------- ---------------------
IPO cash proceeds 115,393
IPO expenses (2,308)
--------------------------------------------- ---------------------
Net assets at the IPO 113,085
Change in fair value of Investment Portfolio 2,618
Dividends paid to shareholders (508)
Management fees (778)
Other movements 757
Net assets at 30 June 2022 115,235
--------------------------------------------- ---------------------
Investment Portfolio valuation
The Investment Portfolio had a fair value of US$28.0 million at
30 June 2022 and comprised the following assets:
-- A 40% interest in NISPI, a Philippines solar platform with
three operating plants, that was acquired on 18 December 2021 for a
cash consideration of US$25.4 million and formed part of the seed
assets at the IPO.
-- A wholly owned subsidiary, TLEI Holdings, that was
incorporated in May 2022 with 10 shares of a nominal value of
US$0.01 per share.
It is intended that TLEI Holdings will be an intermediate
holding company for the Company's investments. It does not
currently hold any investments, but the Company's investments in
NISPI and SolarArise are expected to be transferred to TLEI
Holdings in due course. No changes to the fair values of the
investments transferred or the Company's accounting methodology are
expected as a consequence of transfer
A reconciliation of the movement in the value of the Investment
Portfolio in the period to 30 June 2022 is shown in the table
below:
Investment Portfolio valuation bridge IPO to 30 June
US$'000s 2021
-------------------------------------------------------- --------------
Investment Portfolio valuation at beginning of period -
Acquisitions 25,382
Growth in portfolio valuation 2,618
-------------------------------------------------------- --------------
Investment Portfolio valuation at end of period 28,000
-------------------------------------------------------- --------------
Investment Portfolio valuation growth since acquisition 10.3%
-------------------------------------------------------- --------------
The portfolio growth in the period is a result of an increase in
the value of NISPI, reflecting the strong electricity prices
realised in 2022, offset by unrealised foreign exchange losses due
to the strengthening of the US Dollar relative to the Philippine
Peso.
A reconciliation of the factors contributing to the growth in
the fair value of the portfolio during the period is shown in the
'Financial Review' section of the Interim Report.
Sensitivity analysis - impact on net assets at 30 June 2022
The Investment Portfolio is recognised at fair value through
profit and loss. The Company has elected to use an income valuation
approach in assessing the fair value of its investments, using
discounted cash flow ("DCF") methodology that is recognised as
standard within the industry. This approach relies on a number of
inputs in valuing the individual assets within the Investment
Portfolio, with the key assumptions that the Directors have
identified as having a material impact upon the valuation being
future power prices, renewable energy generation, discount rate,
cost inflation and foreign exchange rates.
The following table shows the impact of changing these key input
assumptions on the net assets of the Company at 30 June 2022. The
sensitivities are based on the portfolio of assets held at 30 June
2022 and, as such, may not be representative of the sensitivities
once the Company is fully invested. For each of the sensitivities
shown, it is assumed that the potential change occurs independently
over the entire life of each of the Company's assets, while all
other assumptions remain constant.
Significant NAV NAV
unobservable Fair value Fair value per share per share
inputs Sensitivity increase (decrease) increase (decrease)
----------------- ------------ --------------- ------------ ----------- ------------
Power prices +/- 10% US$4.2 million US$(4.6) 3.7 cents (4.0) cents
million
Renewable energy +/- 10% US$4.2 million US$(4.6) 3.7 cents (4.0) cents
generation million
Discount rate -/+ 0.5% US$0.8 million US$(1.1) 0.7 cents (0.9) cents
million
Foreign exchange -/+ 5% US$1.5 million US$(1.3) 1.3 cents (1.2) cents
rate million
Inflation rate +/- 0.5% US$1.1 million US$(1.4) 1.0 cents (1.2) cents
million
----------------- ------------ --------------- ------------ ----------- ------------
Profit for the period
US$'000s except as noted 30 June 2022
------------------------------------------------------- ------------
Net gain on investments at fair value 2,618
------------------------------------------------------- ------------
Operating income and gain on fair value of investments 2,618
Management fees (778)
Directors' fees (149)
Administration and professional fees (337)
Other operating gains - net 1,243
------------------------------------------------------- ------------
Total operating expenses - net (21)
------------------------------------------------------- ------------
Profit for the period 2,597
------------------------------------------------------- ------------
Earnings per share:
Profit per ordinary share - cents 2.76
------------------------------------------------------- ------------
The Company did not receive any distributions from its
investments during the period, although it is expected that
dividend cover will be provided by cash flows from investments in
the near term.
Details on how the management fees are charged are set out in
note 19d) to the Interim Financial Statements.
Other operating gains - net for the period included realised
foreign exchange gains on the IPO proceeds not yet deployed of
US$1.4 million, offset by operating expenses, including Directors',
administration and professional fees.
Annualised ongoing charges
The annualised ongoing charges ratio is an indicator of the
costs incurred in the day-to-day management of the Company. It is
calculated by dividing the annualised ongoing charges of the
Company by its average published net asset value in the year to
date. The calculation is based on the Association of Investment
Companies' recommended methodology. Based on that methodology,
ongoing charges exclude acquisition costs, share issuance costs and
other non-recurring items.
Based on the period from 1 November 2021 to 30 June 2022, the
annualised ongoing charges ratio was 2.2%, which is reflective of
the current size and stage of development of the Company.
The calculation of the ongoing charges ratio does not take into
account the acquisition of the 43% economic interest in SolarArise
that completed on 19 August 2022. Had the acquisition completed on
30 June 2022, this would have increased TLEI's net assets by
USS$29.5 million, which would have reduced the ongoing charges
ratio to 1.8%. See 'Basis of Presentation and Alternative
Performance Measures' section of the Interim Report for
definitions, methodologies and reconciliations.
Cash flow
The Company had a total cash balance of US$86.9 million at 30
June 2022. The breakdown of the movements in cash during the period
is shown below.
Analysis of cash flows
US$'000s 30 June 2022
-------------------------------------------------------- ------------
Net cash flow used in operating activities (1,745)
-------------------------------------------------------- ------------
Proceeds from issuance of ordinary shares on the IPO 115,393
Share issue costs (2,247)
Acquisition of investments (25,382)
Dividends paid to shareholders (508)
-------------------------------------------------------- ------------
Cash movement in period 85,511
Cash and cash equivalents at beginning of period -
Net foreign exchange gains on cash and cash equivalents 1,370
-------------------------------------------------------- ------------
Cash and cash equivalents at end of period 86,881
-------------------------------------------------------- ------------
Dividends
On 12 May 2022, the Board declared a first interim dividend of
0.44 cents per share (or US$0.5 million) in respect of the period
ended 31 March 2022. This dividend was paid to shareholders on 24
June 2022 out of the special distributable reserve.
The Board has declared a second interim dividend of 0.44 cents
per share (or US$0.6 million) in respect of the three-month period
ended 30 June 2022. This dividend will be paid on 30 September 2022
to shareholders on the register at 16 September 2022 out of the
special distributable reserve.
Gearing
Gearing is not used at the Company level. Gearing may be used on
a non-recourse basis at the asset level, either by SPVs or
intermediate holding companies. At 30 June 2022, NISPI was
ungeared. At 30 June 2022, SolarArise had borrowings of US$114.0
million, excluding the convertible debt instruments which will be
wholly owned by TLEI on completion of the acquisition of the
remaining 57% economic interest. Had SolarArise been wholly owned
by the Company at that date, SolarArise's gearing would have
represented 43.3% of the Group's GAV (which includes the
proportionate share of the borrowings at the level of the Company's
investments, including 100% of SolarArise).
Related party transactions
Details of transactions with related parties are set out in note
19 to the Interim Financial Statements.
Events after the balance sheet date
The acquisition of the 43% economic interest in SolarArise,
which was committed at the IPO, completed on 19 August 2022. On
completion, the Company issued 26,014,349 ordinary shares at
US$1.16035 per share, being the average share price for the 10-days
prior to allotment. This reflected the fair value of the 43%
economic interest at 30 June 2022, as valued by the Company's
independent valuation expert, of US$32.9 million, net of US$2.7
million of withholding tax payable to the Indian tax authorities by
the Company on behalf of the sellers.
For illustrative purposes, if the ordinary shares issued in
relation to the acquisition had been in issue at 30 June 2022, the
Company would have had net assets of US$144.8 million, as
reconciled below, with 141.4 million shares in issue, resulting in
a NAV per share of 102.4 cents.
Illustrative NAV had acquisition of 43% economic interest
in SolarArise completed on 30 June 2022
US$'000s 30 June 2022
----------------------------------------------------------- ------------
Net assets 115,235
----------------------------------------------------------- ------------
Fair value of 43% economic interest in SolarArise 32,854
Withholding tax of the sellers, payable by TLEI (2,668)
Share issue costs (604)
Illustrative NAV had acquisition of 43% economic interest
in SolarArise completed on 30 June 2022 144,817
----------------------------------------------------------- ------------
Ordinary shares in issue 115,393,128
Ordinary shares issued as consideration for 43% economic
interest in SolarArise 26,014,349
----------------------------------------------------------- ------------
Total ordinary shares 141,407,477
----------------------------------------------------------- ------------
All other significant events occurring since 30 June 2022 are
set out in note 22 to the Interim Financial Statements.
Principal risks and uncertainties
The principal and emerging risks and uncertainties that could
have a material impact on the Company's performance have not
changed from those set out on pages 31 to 32 of the Company's
Interim Report March 2022.
Directors' Statement of Responsibility for the Interim
Report
The Directors confirm that to the best of their knowledge:
-- the condensed set of unaudited financial statements contained
in the Interim Report has been prepared in accordance with United
Kingdom adopted International Accounting Standard 34 'Interim
Financial Reporting' as issued by the International Accounting
Standards Board and in accordance with the accounting policies set
out in the audited Annual Report for the period from incorporation
to 31 October 2021 or in the Interim Financial Statements at 30
June 2022 and for the period from 1 November 2021 to 30 June 2022
and for the three-month period ended 30 June 2022; and
-- the interim management report, comprising the Chair's
Statement, the Investment Manager's Report, the Financial Review
and the Principal Risks and Uncertainties, together with the
Interim Financial Statements, includes a fair review of the
information required by DTR 4.2.7R and DTR 4.2.8R of the Financial
Conduct Authority's Disclosure Guidance and Transparency Rules,
namely:
- an indication of important events during the interim period
and a description of principal risks and uncertainties for the
remaining period of the financial year; and
- disclosure of material related party transactions (details of
such transactions are set out in note 19 to the Interim Financial
Statements).
For and behalf of the Board of Directors
Sue Inglis
Chair
7 September 2022
Interim Financial Statements
Unaudited interim condensed statement of comprehensive
income
for the period from 1 November 2021 to 30 June 2022
Revenue Capital Total
US$'000s Note (unaudited) (unaudited) (unaudited)
----------------------------------------- ----- ------------- ------------- -------------
Operating income and gains on fair
value of investments
Net gain on investments held at fair
value through profit or loss 4 - 2,618 2,618
Operating income and gains on fair
value of investments - 2,618 2,618
Operating expenses
Management fees 5 (389) (389) (778)
Directors' fees 6 (149) - (149)
Administration and professional fees 7 (337) - (337)
Other operating gains - net 8 1,243 - 1,243
----------------------------------------- ----- ------------- ------------- -------------
Total operating gains/(expenses)
- net 368 (389) (21)
----------------------------------------- ----- ------------- ------------- -------------
Profit before taxation 368 2,229 2,597
----------------------------------------- ----- ------------- ------------- -------------
Tax 10 - - -
----------------------------------------- ----- ------------- ------------- -------------
Total comprehensive income attributable
to shareholders 368 2,229 2,597
----------------------------------------- ----- ------------- ------------- -------------
Earnings per ordinary share:
Profit per ordinary share (cents)
- basic and diluted 11 2.8
----------------------------------------- ----- ------------- ------------- ---------------
The above statement of comprehensive income should be read in
conjunction with the accompanying notes.
The total column of the above statement of comprehensive income
is the profit or loss of the Company.
All revenue and capital items, including total results, are
derived from continuing operations.
No comparative information is presented as the Company was
incorporated on 6 September 2021 and did not commence its operating
activities until the listing of its ordinary shares on the London
Stock Exchange on 14 December 2021. As there was no activity in the
preceding period, no separate revenue or capital profit or loss has
been presented for this period.
There is no other comprehensive income in either the current
period or the preceding period, other than the profit for the
period, and therefore no separate statement of other comprehensive
income has been presented.
Unaudited interim condensed statement of comprehensive
income
for the three-month period ended 30 June 2022
Revenue Capital Total
US$'000s Note (unaudited) (unaudited) (unaudited)
----------------------------------------- ----- ------------- ------------- -------------
Operating income and gains on fair
value of investments
Net gain on investments held at fair
value through profit or loss 4 - 862 862
Operating income and gains on fair
value of investments - 862 862
Operating expenses
Management fees 5 (170) (170) (340)
Directors' fees 6 (68) - (68)
Administration and professional fees 7 (145) - (145)
Fair value gain on derivative financial
liability 9 - 9,344 9,344
Other operating losses - net 8 (157) - (157)
----------------------------------------- ----- ------------- ------------- -------------
Total operating (expenses)/gains
- net (540) 9,174 8,634
----------------------------------------- ----- ------------- ------------- -------------
(Loss)/profit before taxation (540) 10,036 9,496
----------------------------------------- ----- ------------- ------------- -------------
Tax 10 - - -
----------------------------------------- ----- ------------- ------------- -------------
Total comprehensive (loss)/income
attributable to shareholders (540) 10,036 9,496
----------------------------------------- ----- ------------- ------------- -------------
Earnings per ordinary share:
Profit per ordinary share (cents)
- basic and diluted 11 8.2
----------------------------------------- ----- ------------- ------------- -------------
The above statement of comprehensive income should be read in
conjunction with the accompanying notes.
The total column of the above statement of comprehensive income
is the profit or loss of the Company.
All revenue and capital items, including total results, are
derived from continuing operations.
No comparative information is presented as the Company was
incorporated on 6 September 2021 and did not commence its operating
activities until the listing of its ordinary shares on the London
Stock Exchange on 14 December 2021. As there was no activity in the
preceding period, no separate revenue or capital profit or loss has
been presented for this period.
There is no other comprehensive income in either the current
period or the preceding period, other than the profit for the
period, and therefore no separate statement of other comprehensive
income has been presented.
Unaudited interim condensed statement of financial position
at 30 June 2022, with comparatives at 31 October 2021
30 June 31 October
2022 2021
US$'000s Notes (unaudited) (audited)
---------------------------------------------- ------- -------------- -----------
Assets
Non-current assets
Investments at fair value through profit
or loss 12a) 28,000 -
---------------------------------------------- ------- -------------- -----------
Total non-current assets 28,000 -
Current assets
Other receivables and prepayments 12b) 790 -
Sales tax receivable 359 -
Amounts receivable from related parties 14 - 66
Cash and cash equivalents 12c) 86,881 -
---------------------------------------------- ------- -------------- -----------
Total current assets 80,030 66
---------------------------------------------- ------- -------------- -----------
Total assets 116,030 66
---------------------------------------------- ------- -------------- -----------
Liabilities
Current liabilities
Trade and other payables 13a) (421) -
Amounts payable to related parties 13b) (374) -
Total liabilities (795) -
---------------------------------------------- ------- -------------- -----------
Net assets 115,235 66
---------------------------------------------- ------- -------------- -----------
Equity
Share capital 14 1,154 -
Preference shares 14 - 66
Special distributable reserve 15 111,484 -
Retained earnings 15 2,597 -
---------------------------------------------- ------- -------------- -----------
Equity attributable to owners of the Company 115,235 66
---------------------------------------------- ------- -------------- -----------
NAV per share (cents) 11 99.9 n/a
---------------------------------------------- ------- -------------- -----------
The above statement of financial position should be read in
conjunction with the accompanying notes.
These interim financial statements were approved by the Board of
Directors and authorised for issue on 7 September 2022. They were
signed on its behalf by:
Sue Inglis Clifford Tompsett
Chair of the Board Director
Unaudited interim condensed statement of changes in equity
for the period from 1 November 2021 to 30 June 2022, with
comparatives for the period from incorporation to 31 October
2021
Special
Share Preference Share distributable Retained
US$'000s capital shares premium reserve earnings Total
At incorporation (6
September 2021) - - - - - -
Issue of share capital - 66 - - - 66
At 31 October 2021 - 66 - - - 66
---------------------------------- -------- ---------- --------- -------------- --------- -------
Issue of share capital 1,154 - 114,239 - - 115,393
Equity issue costs - - (2,247) (2,247)
Transfer to special distributable
reserve - - (111,992) 111,992 - -
Cancellation of share
capital - (66) - - - (66)
Dividends paid - - - (508) - (508)
Total comprehensive income
for the period - - - - 2,597 2,597
---------------------------------- -------- ---------- --------- -------------- --------- -------
At 30 June 2022 1,154 - - 111,484 2,597 115,235
---------------------------------- -------- ---------- --------- -------------- --------- -------
The above statement of changes in equity should be read in
conjunction with the accompanying notes.
Unaudited interim condensed statement of cash flows
for the period from 1 November 2021 to 30 June 2022, with
comparatives for the period from incorporation to 31 October
2021
30 June 31 October
2022 2021
US$'000s Notes (unaudited) (audited)
----------------------------------------------- ------- -------------- -----------
Cash flows from operating activities
Profit for the period 2,597 -
Adjusted for:
Net gain on investments at fair value through
profit or loss 4 (2,618) -
Foreign exchange gains on operating balances 8 (1,367)
Operating cash flows before movements in
working capital (1,388) -
Movements in working capital:
Increase in trade and other receivables (1,145) -
Increase in trade and other payables 788 -
----------------------------------------------- ------- -------------- -----------
Net cash flows used in operating activities (1,745) -
----------------------------------------------- ------- -------------- -----------
Investing activities
Acquisition of investments 12a) (25,382) -
----------------------------------------------- ------- -------------- -----------
Net cash flows used in investing activities (25,382) -
----------------------------------------------- ------- -------------- -----------
Financing activities
Proceeds from issuance of ordinary share
capital at a premium 14 115,393 -
Share issue costs 15 (2,247) -
Dividends paid to ordinary shareholders 16 (508) -
----------------------------------------------- ------- -------------- -----------
Net cash flows used in financing activities 112,638 -
----------------------------------------------- ------- -------------- -----------
Cash and cash equivalents at beginning
of the period - -
Increase in cash and cash equivalents 85,511 -
Foreign exchange gains on cash and cash
equivalents 1,370 -
----------------------------------------------- ------- -------------- -----------
Cash and cash equivalents at the end of
the period 12c) 86,881 -
----------------------------------------------- ------- -------------- -----------
30 June 31 October
US$'000s Notes 2022 2021
--------------------------------------------- ------ -------- -----------
Non-cash movements
--------------------------------------------- ------ -------- -----------
Proceeds from issuance of preference shares 14 - 66
--------------------------------------------- ------ -------- -----------
Cancellation of preference shares 14 (66) -
--------------------------------------------- ------ -------- -----------
The above statement of cash flows should be read in conjunction
with the accompanying notes.
Notes to the unaudited interim condensed financial
statements
for the period from 1 November 2021 to 30 June 2022
1. General information
a) Overview
ThomasLloyd Energy Impact Trust PLC ("TLEI" or the "Company") is
a public company limited by ordinary shares and incorporated in
England and Wales on 6 September 2021 with registered number
13605841. The Company's principal activity is to invest in a
diversified I nvestment Portfolio of sustainable energy
infrastructure assets in fast-growing and emerging economies in
Asia. The Company's operating activities commenced when the
Company's ordinary shares were admitted to trading on the premium
segment of the London Stock Exchange on 14 December 2021 (the
"IPO").
The Directors intend, at all times, to conduct the affairs of
the Company to enable it to qualify as an investment trust for the
purposes of section 1158 of the Corporation Tax Act 2010. The
registered office and principal place of business of the Company is
The Scalpel, 18(th) Floor, 52 Lime Street, London, EC3M 7AF, United
Kingdom.
The Company has a Triple Return investment objective which
consists of: (i) providing shareholders with attractive dividend
growth and prospects for long-term capital appreciation (the
financial return); (ii) protecting natural resources and the
environment (the environmental return); and (iii) delivering
economic and social progress, helping build resilient communities
and supporting purposeful activity (the social return). The Company
seeks to achieve its investment objective by investing in a
diversified Investment Portfolio of sustainable energy
infrastructure assets in fast-growing and emerging economies in
Asia.
The unaudited interim condensed financial statements of the
Company (the "Interim Financial Statements") are for the period
from 1 November 2021 to 30 June 2022 and for the three-month period
ended 30 June 2022. The comparative period is the period from 6
September 2021 to 31 October 2021, being the period from
incorporation to the Company's first accounting date. On 16
November 2021, the Company extended its accounting period to 31
December 2022.
These Interim Financial Statements do not comprise statutory
accounts within the meaning of section 434 of the Companies Act
2006. Statutory accounts for the period ended 31 October 2021 were
approved by the Board of Directors of the Company (the "Directors")
on 8 November 2021 and delivered to the Registrar of Companies. The
report of the Company's auditor, Deloitte LLP (the "Auditor"), on
those accounts was unqualified and did not contain an emphasis of
matter paragraph and did not contain any statement under section
498 of the Companies Act 2006.
The Interim Financial Statements have not been audited or
reviewed by the Company's Auditor. The last set of financial
statements that were reviewed by the Company's Auditor in
accordance with International Standards of Review Engagements
(ISRE) 2410 were for the period from 1 November 2021 to 31 March
2022.
b) Authorisation of the Interim financial statements for issuance
These Interim Financial Statements were authorised for issue by
the Board of Directors on 7 September 2022.
c) Significant events in the financial period
During the period from 1 November 2021 to 30 June 2022 the
following significant events occurred, as disclosed in the relevant
notes to these Interim Financial Statements:
-- IPO: The Company issued US$115.4 million of ordinary shares,
which were admitted to the Official List of the FCA and to trading
on the premium segment of the London Stock Exchange's main market
for listed securities on 14 December 2021.
-- NISPI acquisition: On 18 December 2021, the Company completed
its acquisition of Negros Island Solar Power Inc. ("NISPI"),
acquiring a 40% economic interest through the acquisition of
redeemable preference shares for a cash consideration of US$25.4
million, funded by IPO proceeds. There is an additional contingent
cash consideration of up to US$22.0 million payable if NISPI is
awarded a Green Auction power purchase agreement prior to 1 June
2023 (see note 20c)).
-- SolarArise acquisition (43% economic interest): On 19
November 2021, the Company entered into a binding agreement to
acquire a 34% voting interest and 43% economic interest in Solar
Arise India Private Pte Ltd ("SolarArise"), a platform owning six
operational solar plants and one solar plant which is
construction-ready. The sale and purchase agreement ("SPA") set out
that the purchase price of US$34.6 million would be settled through
the issuance of 34,606,872 ordinary shares. As the purchase price
was to be settled through the issuance of a fixed number of shares,
at 31 March 2022 a derivative financial liability of US$9.3 million
existed in relation to the acquisition, based on the closing share
price at this date of US$1.27.
On 18 May 2022, the Company entered into an addendum to the
agreement which revised the consideration payable to reflect the
issuance of a variable number of ordinary shares, to be determined
by reference to TLEI's share price, utilising the average share
price for the 10 business-days preceding the date of issuance of
the ordinary shares, and equating to the fair value of the 43%
economic interest in SolarArise on 31 March 2022 of US$34.1
million. Consequently, the derivative financial liability of US$9.3
million was extinguished at this date, as explained further in note
9.
Following the period end, a further addendum to the SPA was
entered into on 15 August 2022 that updated the purchase price to
be equal to the fair value at 30 June 2022, being US$32.9 million,
and to provide for the number of ordinary shares to be issued as
consideration to be net of withholding tax of US$2.7 million, which
was required to be withheld and remitted in cash to the tax
authorities by the Company on behalf of the sellers. The
acquisition subsequently completed on 19 August 2022 when 26.0
million ordinary shares were issued by the Company in settlement of
the US$32.9 million consideration value (net of withholding tax).
See note 19c) for further information.
SolarArise acquisition (57% economic interest): On 20 June 2022,
the Company entered into a binding agreement that committed it to
acquire the remaining 57% economic interest in SolarArise for
US$38.5 million, which will be funded by IPO proceeds. The 100%
fair value of SolarArise in Indian Rupees was largely unchanged at
30 June 2022 in comparison to the value agreed for the acquisition
of the 43% economic interest. The consideration agreed for the 57%
economic interest excluded accrued interest on convertible debt
instruments which will be paid by SolarArise directly to the
sellers prior to completion. . On completion of the transaction,
the Company will hold 100% of the share capital and voting rights
in SolarArise. The acquisition is expected to close in the fourth
quarter of 2022, following receipt of regulatory approval and other
completion procedures.
-- TLEI Holdings Limited ("TLEI Holdings") : On 5 May 2022, the
Company incorporated a wholly owned subsidiary, TLEI Holdings, a
private company limited by ordinary shares and incorporated in
England and Wales with registered number 13605841. TLEI Holdings'
principal activity is to act as an investment holding company for
TLEI's diversified Investment Portfolio of sustainable energy
infrastructure assets and it is intended that, in due course, it
will hold the Company's investments.
2. Basis of preparation
The principal accounting policies applied in the preparation of
these Interim Financial Statements are set out below and in note 23
to these Interim Financial Statements. These policies have been
consistently applied to the periods presented, unless otherwise
stated.
a) Basis of preparation
The Interim Financial Statements have been prepared in
accordance with UK adopted International Accounting Standards
("IFRS"), UK adopted IAS 34 'Interim Financial Reporting' and,
where relevant, in accordance with the Statement of Recommended
Practice: Financial Statements of Investment Trust Companies and
Venture Capital Trusts issued in April 2021 by the Association of
Investment Companies. The annual financial statements of the
Company will also be prepared in accordance with UK adopted
International Accounting Standards. The Interim Financial
Statements have been prepared under the historical cost convention,
as modified by the revaluation of financial assets and financial
liabilities (including derivative instruments) at fair value
through profit or loss.
Under the requirements of IAS 34, interim financial statements
are required to present a statement of comprehensive income for
both the current financial year to date and the current interim
period, being the period since the last interim results were
published. Accordingly, these Interim Financial Statements are for
the period from 1 November 2021 to 30 June 2022 and for the
three-month period from 1 April 2022 to 30 June 2022.
The preparation of the Interim Financial Statements in
conformity with IFRS requires the use of certain critical
accounting estimates. It also requires the Directors to exercise
their judgement in the process of applying the Company's accounting
policies. The areas involving a higher degree of judgement or
complexity, or areas where assumptions and estimates are
significant to the Interim Financial Statements, are disclosed in
note 3 and further detail is provided in the relevant notes to
these financial statements.
Additionally, expenses are accounted for on an accruals basis.
Expenses are charged to the revenue account except where they
directly relate to the acquisition or disposal of an investment, in
which case they are charged to the capital account. Expenses are
charged to the capital account where a connection with the
maintenance or enhancement of the value of the investments can be
demonstrated. In this respect the management fee has been allocated
50% to the capital account and 50% to the revenue account.
The Company is not significantly influenced by seasonality or
cyclical fluctuations throughout the year.
b) Change in functional and presentation currency
The Interim Financial Statements have applied consistently the
accounting policies as set out in the audited financial statements
at 31 October 2021 and for the period from incorporation to 31
October 2021 other than:
-- On 14 December 2021, the date of the IPO, the Company changed
its functional and presentational currency to US Dollars ("US$")
from Great British Pound ("GBP"), with the change in functional
currency being applied prospectively. Further details are contained
in note 2g).
c) New standards and amendments to existing standards effective
from 1 November 2021 and 1 January 2022
There are no standards, amendments to standards or
interpretations that are effective for annual periods beginning on
1 November 2021 or 1 January 2022 that have a material effect on
these Interim Financial Statements.
d) New standards, amendments and interpretations effective on or after 1 January 2023
Certain new standards, amendments to standards and
interpretations have been published that are effective for annual
periods beginning on or after 1 January 2023 that have not been
early adopted in preparing these Interim Financial Statements.
These standards are not expected to have a material impact on the
Company in the current or future reporting periods, or on
foreseeable future transactions.
e) Assessment of the Company as an investment entity
Entities that meet the definition of an investment entity within
IFRS 10 'Consolidated Financial Statements' are required to measure
their subsidiaries, associates and joint ventures at fair value
rather than consolidate such entities, unless such entities provide
investment related services to the Company. To determine that the
Company continues to meet the definition of an investment entity,
the Company is required to satisfy the following three
criteria:
1) the Company obtains funds from one or more investors for the
purpose of providing those investors with investment management
services;
2) the Company commits to its investors that its business
purpose is to invest funds solely for returns from capital
appreciation, investment income, or both; and
3) the Company measures and evaluates the performance of
substantially all of its investments on a fair value basis.
Critical judgement: Assessment of the Company as an investment entity
The Directors believe the Company meets the criteria as set out in
IFRS 10 as follows:
* the Company provides investment management services
and has several investors who pool their funds
through investing in the Company to gain access to
sustainable energy infrastructure assets in
fast-growing and emerging economies in Asia that they
might not have had access to individually;
* the stated strategy of the Company is to provide
shareholders with attractive dividend growth and
prospects for long-term capital appreciation; and
* the Company measures and evaluates the performance of
all of its investments on a fair value basis. The
fair value method is used to represent the Company's
performance in its communication to the market,
including investor presentations. In addition, the
Company reports fair value information internally to
the Directors, who use fair value as the primary
measure to evaluate investment performance.
The Directors are of the opinion that the Company has all the typical
characteristics of an investment entity and continues to meet the
definition in the standard. This conclusion will be reassessed on
an annual basis.
In respect of the second criterion, the Company's purpose is to invest
funds for returns from capital appreciation and investment income.
In respect of the requirement that investments should not be held
indefinitely but should have an exit strategy for their realisation,
the Company may hold these assets until the end of their expected
useful lives, unless there is an opportunity in the market to dispose
of the investments at a price that is considered appropriate.
The Company accounts for its interest in its wholly owned
subsidiary, TLEI Holdings, and NISPI as investments at fair value
through profit or loss.
In electing to account for TLEI Holdings at fair value through
profit or loss the Directors have satisfied themselves that TLEI
Holdings also meets the characteristic of an investment entity.
TLEI Holdings has one investor, TLEI. However, in substance, it is
intended that TLEI Holdings will invest the funds of the investors
of TLEI on its behalf and will effectively be performing investment
management services on behalf of many unrelated beneficiary
investors. As TLEI Holdings is measured at fair value through
profit or loss, as opposed to being consolidated on a line-by-line
basis, any cash and any working capital balances it holds in the
future will be included in the fair value of investments rather
than the Company's current assets.
f) Operating segment
The Chief Operating Decision Maker (the "CODM") comprises the
Directors acting collectively. The CODM is of the opinion that the
Company is engaged in a single segment of business, being
investment in a diversified portfolio of sustainable energy
infrastructure assets in fast-growing and emerging economies in
Asia to generate investment returns with the aim of achieving its
'Triple Return' investment objective. The financial information
used by the CODM to allocate resources and manage the Company
presents the business as a single segment comprising a homogeneous
investment portfolio.
g) Foreign currency
The currency of the primary economic environment in which the
Company operates (being the functional currency) is the US Dollar.
The Directors consider the US$ as the currency that most faithfully
represents the economic effects of the underlying transactions,
events and conditions that impact upon the Company. The Company's
ordinary share capital is issued in US$ and its performance is
measured and reported to its investors in US$.
The US$ is also the presentation currency. The Interim Financial
Statements are presented in US$ rounded to the nearest thousand
(US$'000), except where otherwise indicated.
Critical judgements: Functional currency
The Directors consider that the US$ is the currency that most faithfully
represents the economic effect of the underlying transactions, events
and conditions.
The Company's ordinary share capital is issued in US Dollars. The primary
activity of the Company is to invest in unlisted equity securities
issued by companies involved in the construction or operation of sustainable
renewable energy infrastructure assets in fast-growing and emerging
economies in Asia. The US$ is the currency in which the Company measures
its performance and reports its results, as well as the currency in
which it receives subscriptions from its investors.
This determination also considers the cost structure of the Company
and the currencies in which it will pay dividends and receive dividend
income. The majority of operating expenses are denominated in US$ and
the Company announces dividend payments in US$ (although it may also
settle in currencies other than US$). It is expected that the Company
will receive dividend payments in currencies other than US$, although
it will enter into a hedging programme to mitigate against future volatility
in those currencies in comparison to the US$.
The functional currency assessment is reviewed periodically in light
of investments made and to be made.
It should be noted that prior to IPO the Company's functional and presentation
currency was GBP as the Company had issued share capital in GBP and
had no income or costs. At the date of IPO, 14 December 2021, this
was changed to US$ for the above reasons.
Foreign currency transactions are translated into the functional
currency using the exchange rates prevailing at the date of the
transaction. Monetary assets and liabilities denominated in foreign
currencies are retranslated into the functional currency using the
exchange rate prevailing at the statement of financial position
date. Foreign exchange gains and losses arising from translation
are included in the statement of comprehensive income.
Foreign exchange gains and losses relating to the financial
assets carried at fair value through profit or loss are presented
in the statement of comprehensive income. Further details on the
accounting policies in relation to financial assets at fair value
through profit or loss are contained in note 12a).
At 30 June 2022 and 14 December 2021 (the date of the IPO), the
key exchange rates impacting the financial statements were:
30 June
2022 IPO
Closing Closing
--------- ---------- ---------
US$:GBP 1:0.7621 1:0.7547
--------- ---------- ---------
US$:PHP 1:55.0207 1:50.298
--------- ---------- ---------
US$:EUR 1:0.9008 1:0.7639
--------- ---------- ---------
h) Going concern
At 30 June 2022, the Company had net assets of US$115.2 million
and cash reserves of US$86.9 million. At this date, the Company
also had the following binding commitments:
-- Contingent consideration in relation to NISPI's additional
purchase price of up to US$22.0 million, which has a fair value of
US$ nil (see note 20c)).
-- The acquisition of a 43% economic interest in SolarArise for
US$32.9 million, the consideration for which will be settled
through the issue of new ordinary shares in the Company, net of
US$2.7 million withholding tax (see note 20a)). This transaction
completed on 19 August 2022.
-- The acquisition of an additional 57% economic interest in
SolarArise for US$38.5 million, the consideration for which will be
settled through the Company's existing cash resources. The
transaction is expected to complete in the fourth quarter of 2022
(see note 20b)).
The major cash outflows of the Company are the payment of
operating expenses (principally management fees) and costs relating
to the acquisition of new assets, which, to the extent not already
committed to, are discretionary. The Company continues to meet its
day-to-day liquidity needs through its cash reserves. At the date
of these Interim Financial Statements, having reviewed the
Company's cash reserves, investment commitments and anticipated
annualised operating expenses, the Board is satisfied that the
Company has substantial operating expenses cover. On the basis of
this review, the Directors have a reasonable expectation that the
Company has adequate resources to continue in operational existence
for at least 12 months from the date of approval of these Interim
Financial Statements. Accordingly, the Directors have adopted the
going concern basis in preparing the Interim Financial
Statements.
3. Critical accounting estimates and judgements
The preparation of Interim Financial Statements in compliance
with IFRS requires the use of certain critical accounting
estimates. It also requires the Directors to exercise their
judgement in the process of applying the Company's accounting
policies. The areas which involve a higher degree of judgement or
complexity and where assumptions and estimates are significant to
the Interim Financial Statements, are set out below, with further
details available in the relevant notes to these Interim Financial
Statements. Revisions to accounting estimates are recognised in the
period in which the estimates are revised and in any future periods
affected. Estimates and underlying assumptions are reviewed on an
ongoing basis.
a) Critical accounting estimates and assumptions
The Directors and the Investment Manager make estimates and
assumptions concerning the future. The resulting accounting
estimates will, by definition, seldom equal the related actual
results. The estimates and assumptions that have a significant risk
of causing a material adjustment to the carrying amounts of assets
and liabilities are as follows:
-- Fair value of securities not quoted in an active market - see note 12a).
b) Critical judgements
Judgements are made based on the Directors best knowledge of the
facts and circumstances at the date of the Interim Financial
Statements, having regard to prior experience. The judgements
determined to be critical to these Interim Financial Statements are
as follows:
-- Assessment of the Company as an investment entity - see note 2e).
-- Functional currency - see note 2g).
-- IPO costs recognised in equity as a cost associated with the
initial capital raise of the Company - see note 15.
-- Contingent consideration in relation to NISPI - see note 20c).
4. Net gain on investments held at fair value through profit or loss
For the period
from
1 November
2021 For the three-month
to 30 June period ended
2022 30 June 2022
US$'000s (unaudited) (unaudited)
--------------------------------------------------- --------------- --------------------
Investments held at fair value through profit
or loss
Unrealised gains from mark to market on financial
assets held at fair value through profit or
loss 4,934 2,292
Unrealised foreign exchange losses on financial
assets held at fair value through profit or
loss (2,316) (1,430)
Total net gain on investments held at fair
value through profit or loss 2,618 862
--------------------------------------------------- --------------- --------------------
At 30 June 2022, the Investment Portfolio comprised:
a) An investment in 33,691 class E redeemable preferred shares
in NISPI, a Philippines platform that owns three operational solar
plants. The investment was acquired on 18 December 2021 for an
initial cash consideration of US$25.4 million and an additional
contingent cash consideration of up to US$22.0 million. At 30 June
2022, the fair value of the investment was US$28.0 million (see
note 12a)) and the fair value of the contingent consideration
liability was US$ nil (see note 20c)).
b) An investment in a wholly owned subsidiary, TLEI Holdings.
The entity was incorporated on 5 May 2022 with 10 shares with a
nominal value of US$0.01 per share. The entity did not engage in
any activity in the period from incorporation to 30 June 2022.
Further details on the fair value calculation for the period,
including the key inputs and sensitivities, are disclosed in note
12a). Refer to note 18 for the Company's valuation policy and
methodology.
5. Management fees
Management fees are payable quarterly in arrears and are
calculated based on the published quarterly NAV. For the period
from IPO to 30 June 2022, the Investment Manager was entitled to a
management fee of US$0.8 million. Of this total fee, US$0.4 million
had been paid by 30 June 2022, with the remaining balance of US$0.4
million outstanding at the balance sheet date. See note 19d) for
details on how the management fees are calculated and charged.
Management fees have been allocated 50% to the capital account
and 50% to the revenue account, as detailed in note 2a).
6. Directors' fees
Total Directors' fees, including employer social security
contributions, for the period from IPO to 30 June 2022 were
US$149,000, of which US$68,000 related to the three-month period
ended 30 June 2022. In the period from incorporation to 31 October
2021 and from 1 November 2021 until the date of IPO, Directors'
fees were US$ nil.
The Company had no employees during the period.
7. Administration and professional fees
For the period
from
1 November For the three-month
2021 to 30 period ended
June 2022 30 June 2022
US$'000s (unaudited) (unaudited)
--------------------------------------------- --------------- --------------------
Administration and company secretarial fees 72 57
AIFM fees 41 19
External Auditor fees 113 57
Other legal and professional fees 111 12
Total administration and professional fees 337 145
--------------------------------------------- --------------- --------------------
During the period, the Company's Auditor was paid GBP215,000
(US$282,000 equivalent) for their role as reporting accountant
prior to the IPO. This fee was recognised directly in equity as a
cost associated with the initial capital raising of the
Company.
Other legal and professional fees include broker fees, valuation
fees, depositary fees and other ongoing operating expenses of
advisors for the period ended 30 June 2022.
8. Other operating gains or (losses) - net
For the period
from
1 November For the three-month
2021 to 30 period ended
June 2022 30 June 2022
US$'000s (unaudited) (unaudited)
-------------------------------------------------- --------------- --------------------
Net foreign exchange gains/(losses) on operating
balances (primarily cash) 1,367 (57)
Marketing expenses (91) (77)
Other expenses (33) (23)
-------------------------------------------------- --------------- --------------------
Total other operating gains/(losses) - net 1,243 (157)
-------------------------------------------------- --------------- --------------------
9. Extinguishment of the derivative liability held at 31 March 2022
Derivatives are initially recognised at fair value on the date that
a derivative contract is entered into and they are subsequently re-measured
to their fair value at the end of each reporting period. The accounting
for subsequent changes in fair value depends on whether the derivative
is designated as a hedging instrument.
Where derivatives do not meet the hedge accounting criteria, they
are classified as 'held for trading' for accounting purposes and are
accounted for at fair value through profit or loss, with any changes
in fair value recognised within the statement of comprehensive income.
Derivatives are presented as current assets or liabilities to the
extent that they are expected to be settled within 12 months from
the balance sheet date.
At 31 March 2022, the Company held a derivative liability of
US$9.3 million relating to the acquisition of SolarArise. The
liability arose due to the sale and purchase agreement committing
the Company to issue a fixed number of ordinary shares, being
34,606,872 ordinary shares, that had been determined based on a
fair value of US$1.00 per share, in consideration for the
acquisition of a 43% economic interest in SolarArise. At 31 March
2022, the market price of the Company's shares was US$1.27, and
therefore a liability existed in relation to the difference between
the market price of the ordinary shares being issued and the fair
value of the investment to be acquired.
On 18 May 2022, the Company entered into an addendum to the
agreement which revised the consideration payable to reflect the
issuance of a variable number of ordinary shares, to be calculated
utilising the average 10-day share price for the period prior to
issuance of the ordinary shares, and equating to the fair value of
SolarArise on 31 March 2022 of US$34.1 million. Therefore, the
derivative financial liability was extinguished on 18 May 2022. The
gain on extinguishment is reflected in the statement of
comprehensive income for the three-month period ended 30 June 2022.
Refer to note 19c) for full details regarding the SolarArise
transaction.
10. Taxation
The Company is approved as an investment trust with effect at 9
November 2021 and is subject to tax at the UK corporation tax rate
of 19%.
For the period
from
1 November For the three-month
2021 to 30 period ended
June 2022 30 June 2022
US$'000s (unaudited) (unaudited)
----------------------------------------- --------------- --------------------
Tax charge in total comprehensive income
----------------------------------------- --------------- --------------------
UK corporation tax at 19% - -
----------------------------------------- --------------- --------------------
11. Earnings per share and net asset value per share
a) Earnings per share
Earnings per share is calculated by dividing the profit or loss
for the period attributable to ordinary shareholders of the Company
by the weighted average number of ordinary shares in issue during
the period.
For the period
from
1 November For the three-month
2021 to 30 period ended
June 2022 30 June 2022
(unaudited) (unaudited)
------------------------------------------------ --------------- --------------------
Total comprehensive income attributable to
shareholders (US$'000) 2,597 9,496
Weighted average number of shares in issue
- basic and diluted 94,024,029 115,393,128
Earnings per share (cents) - basic and diluted 2.8 8.2
------------------------------------------------ --------------- --------------------
b) Net asset value per share
Net asset value ("NAV") per share is calculated by dividing the
Company's net assets as shown in the statement of financial
position attributable to the ordinary equity holders of the Company
by the number of ordinary shares outstanding at the end of the
period.
30 June 2022
(unaudited
)
------------------------------------------------------- --------------
Net assets (US$'000) 115,235
Number of shares in issue at 30 June 2022 - basic and
diluted 115,393,128
Net asset value per share (cents) - basic and diluted 99.9
------------------------------------------------------- --------------
12. Financial assets
The financial assets held by the Company at 30 June 2022 are
shown in the table below. The Company classifies its financial
assets into the following measurement categories:
-- those to be measured subsequently at fair value through profit or loss; and
-- those to be measured at amortised cost.
31 October
30 June 2022 2021
US$'000s (unaudited) (unaudited)
----------------------------------------------- -------------- --------------
Financial assets held at fair value through
profit or loss
Investments held at fair value through profit
or loss (note 12a)) 28,000 -
Financial assets at amortised cost
Other receivables and prepayments (note 12b)) 790 66
Cash and cash equivalents (note 12c)) 86,881 -
----------------------------------------------- -------------- --------------
Total financial assets 115,671 66
----------------------------------------------- -------------- --------------
The fair values of the financial assets held at 30 June 2022
equal their carrying values.
a) Investments in financial assets held at fair value through profit or loss
Classification of investments in equities, preference shares and
debt securities
The Company classifies direct investments in equities, preference
shares and debt securities based on both the Company's business model
for managing these financial assets and their contractual cash flow
characteristics. The Investment Portfolio of financial assets is managed
and its performance is evaluated on a fair value basis. The Company
is primarily focused on fair value information and uses that information
to assess the assets' performance and to make decisions.
As the Company qualifies as an investment entity under the amendments
to IFRS 10 'Consolidated Financial Statements', the Investment Manager,
the AIFM and the Directors manage the Investment Portfolio of financial
assets and evaluate their performance on a fair value basis, together
with other related financial information.
The Company has not taken the option to irrevocably designate any
equity securities at fair value through other comprehensive income.
Recognition, de-recognition and measurement
Purchases and sales of investments are recognised on the trade date
- the date on which the Company commits to purchase or sell the investment.
This is generally the settlement date. Financial assets at fair value
through profit or loss are initially recognised at fair value. Transaction
costs are expensed as incurred in the statement of comprehensive income,
as applicable.
Subsequent to initial recognition, all financial assets held at fair
value through profit or loss are measured at fair value. Gains and
losses arising from changes in the fair value are presented in the
statement of comprehensive income in the period in which they arise.
Financial assets are derecognised when the rights to receive cash
flows from the investments have expired or the Company has transferred
substantially all risks and rewards of ownership.
Fair value estimation of investments
Fair value is the price that would be received to sell an asset in
an orderly transaction between market participants at the measurement
date. The fair value of financial assets related to unlisted debt
or equity securities that are not traded in an active market is determined
by using valuation techniques. The Company uses a variety of methods
and makes assumptions that are based on market conditions existing
at each reporting date.
The fair value of securities not quoted in an active market may be
valued by the Company using its own models when no market data is
available. Such models are based on valuation methods and techniques
generally recognised as standard within the industry, specifically
taking into account the International Private Equity and Venture Capital
Valuation guidelines, recommendations and best practices.
The primary valuation technique used by the Company is discounted
cash flow models. However, in certain circumstances the use of comparable
recent ordinary transactions between market participants, reference
to other instruments that are substantially the same, option pricing
models or other valuation techniques commonly used by market participants
making the maximum use of market inputs may be acceptable. The models,
including inputs, used to determine fair values at the balance sheet
date are reviewed and validated by experienced personnel at an independent
valuation expert.
The financial assets held at fair value through profit or loss
by the Company at 30 June 2022 are disclosed in the table
below.
31 October
30 June 2022 2021
US$'000s (unaudited) (unaudited)
---------------------------------------------- -------------- --------------
Investments in financial assets held at fair
value through profit or loss
Investment in NISPI 28,000 -
Investment in TLEI Holdings - -
Total financial assets held at fair value
through profit or loss 28,000 -
---------------------------------------------- -------------- --------------
The total fair value at 30 June 2022 includes
the following movement for the period:
Acquisition of NISPI (note 19b)) 25,382 -
Unrealised foreign exchange losses (note 4) (2,316) -
Unrealised gains from mark to market (note
4) 4,934 -
---------------------------------------------- -------------- --------------
IFRS 13 requires the Company to disclose its investments under a
fair value hierarchy that reflects the significance of the inputs
used in making the fair value measurement. Both investments held at
30 June 2022 have been determined to be Level 3 under the fair
value hierarchy as the fair value of their securities are not
quoted in an active market and the valuation technique used
requires inputs that are not based on observable market data (see
note 18).
Critical accounting estimates and assumptions: Fair value of securities
not quoted in an active market
The fair value of securities not quoted in an active market may be determined
by the Company using its own models, which are usually based on valuation
methods and techniques generally recognised as standard within the industry.
In assessing the valuation of the Company's investments, the following
valuation approaches were considered: income, market comparable, comparable
transaction and net asset value.
It was concluded that the income approach is the most relevant for valuing
the Company's investment in NISPI as its value is influenced by many
factors, including power prices and other contractual agreements, and
the income approach allows stress testing of the key value drivers.
The Company's investment in TLEI Holdings did not engage in any activity
in the period from its incorporation until 30 June 2022, therefore its
fair value was determined to be equal to that of its nominal share value
at 30 June 2022 (see note 4).
The Company's valuation models use observable data, to the extent practicable.
However, areas such as credit risk (both own and counterparty), volatilities
and correlations require the Investment Manager, and ultimately the
Directors, to make estimates when assessing power prices, generation,
inflation, foreign exchange rates and the discount rates being applied
to the financial models. Changes in assumptions about these inputs or
factors could affect the reported fair value of financial instruments.
The sensitivity to unobservable inputs is based on the Investment Manager's
expectation of reasonable possible shifts in these inputs, taking into
consideration historical volatility and estimations of future market
movements.
The Company uses discounted cash flow ("DCF") methodology for
assessing the fair value of its investments under the income
valuation approach. At 30 June 2022, the Company's investment in
NISPI was valued using this methodology. The Company's investment
in TLEI Holdings did not engage in any activity in the period from
its incorporation until 30 June 2022, therefore its fair value was
determined to be equal to that of its nominal share value at 30
June 2022 (see note 4).
The key assumptions used in the DCF models that the Directors
believe would have a material impact upon the fair value of the
investments should they change are set out in the table below. The
key unobservable inputs are future power prices, power generation
and discount rate. A sensitivity analysis has also been presented.
The sensitivities assume that the relevant input is changed over
the entire useful life of each of the underlying renewable energy
investments, while all other variables remain constant. All
sensitivities have been calculated independently of each other.
Further details of the valuation methodology are described in note
18.
Key assumptions used in the DCF models
Key assumption Description and sensitivity performed
------------------- ------------------------------------------------------------------
Power prices For investments not under a PPA, e.g. NISPI, the Directors
use long-term electricity price forecasts in their determination
of the fair value. These forecasts are prepared by the
Investment Manager in conjunction with the investment entity's
commercial operations department, and take account of current
market price, historic price trends and third-party price
projections.
The sensitivities show the impact of an increase or decrease
in power prices for each year of the power price curve
for each plant over the plant's remaining economic life.
A flat 10% increase or decrease in market electricity prices
from forecasted levels over the remaining asset life of
all plants has been used in the sensitivity analysis. It
should be noted that a 10% increase or decrease is not
typical but this is an industry accepted sensitivity.
------------------- ------------------------------------------------------------------
Renewable Each asset's valuation assumes a P90 level of electricity
energy generation output over the life of the asset, based on yield assessments
prepared by technical advisors, adjusted for any curtailment
or operating provisions. The P90 output is the estimated
annual amount of electricity generation that has a 90%
probability of being exceeded - both in any single year
and over the long term - and a 10% probability of being
underachieved.
A flat 10% increase or decrease in the generation profile
across the life of all assets has been used in the sensitivity
analysis.
------------------- ------------------------------------------------------------------
Discount The discount rate used in the DCF model reflects the current
rate market assessment of the time value of money and the risks
specific to each investment. Key inputs to the discount
rates have been verified or provided by an independent
valuation expert.
The sensitivities demonstrate the impact of a change in
the discount rate applied to the pre-tax, equity cash flows
from all of the Company's investments. A flat 0.5% increase
or decrease in the discount rate across the life of all
assets has been used in the sensitivity analysis.
------------------- ------------------------------------------------------------------
Foreign Daily foreign exchange rates used by the Company are taken
exchange from the Central Bank of Europe. The DCF models are prepared
rate in each investment's local currency, with the fair value
at the period end converted back to US$ at the spot rate
on the valuation date. Accordingly, the impact of foreign
exchange on the valuation is limited to movements in the
spot exchange value between valuation dates.
The sensitivities demonstrate the impact of a change in
the value of the US Dollar against the relevant local currency
in which the investment is held. A flat 5% increase or
decrease in the foreign exchange rate across the life of
all assets has been used in the sensitivity analysis.
------------------- ------------------------------------------------------------------
Inflation Historic inflation rates are published by the Government
of each of the countries in which the Company's investments
are held. Forecast rates used in the DCF models are based
on a long-term average for each country.
A flat 0.5% increase or decrease in inflation relative
to the base case for each year of the asset life has been
used in the sensitivity analysis.
------------------- ------------------------------------------------------------------
Sensitivity analysis of the key inputs used in the DCF
models
The following table presents the results of the sensitivity
analysis completed on the key inputs used in the DCF models. The
impact of the sensitivity on the fair value of the Investment
Portfolio and on NAV per share of the Company has been
presented.
The sensitivities assume that the relevant input is changed over
the entire useful life of each of the underlying renewable energy
investments, while all other variables remain constant. All
sensitivities have been calculated independently of each other.
The Directors believe the changes in inputs calculated to be
within a reasonable expected range based on their understanding of
market transactions. However, this is not intended to imply the
likelihood of change or that possible changes in value would be
restricted to the range considered.
NAV NAV
Significant Fair Fair per per
unobservable Unobservable input and its relationship value value share share
inputs to fair value increase (decrease) increase (decrease)
-------------- ---------------------------------------- ---------- ------------ ---------- ------------
Power The assumption used in the DCF US$4.2 US$(4.6) 3.7 (4.0)
prices model was 6.36 PHP per KWh, based million million cents cents
on a 12-month average wholesale
electricity spot market price,
plus future inflation.
An increase in the long-term power
price used, in isolation, would
result in an increase in fair
value.
The impact of a movement of +/-
10% in the market price of electricity
across the full life of each of
the Company's assets is shown
in the columns across.
-------------- ---------------------------------------- ---------- ------------ ---------- ------------
Renewable The Company's assets are valued US$4.2 US$(4.6) 3.7 (4.0)
energy based on a forecast P90 solar million million cents cents
generation energy generation profile (being
a 90% probability that this generation
estimate will be met or exceeded).
An increase in generation would
result in an increase in fair
value.
Applying a +/- 10% movement to
the generation profile across
the full life of each of the Company's
assets is shown in the columns
across.
-------------- ---------------------------------------- ---------- ------------ ---------- ------------
Discount The discount rate used at 30 June US$0.8 US$(1.1) 0.7 (0.9)
rate 2022 was 9.75%. A decrease in million million cents cents
the discount rate used would result
in an increase to the fair value.
The impact of changing the discount
rate used by -/+ 0.5% across the
full life of each of the Company's
assets is shown in the columns
across.
-------------- ---------------------------------------- ---------- ------------ ---------- ------------
Foreign The exchange rate on 30 June 2022 US$1.5 US$(1.3) 1.3 (1.2)
exchange was US$1:PHP55.0207. Deflation million million cents cents
rate of the PHP against the US$ would
result in an increase in fair
value.
The impact of a movement of -/+
5% in the US$ to PHP rate across
the full life of each of the Company's
assets is shown in the columns
across.
-------------- ---------------------------------------- ---------- ------------ ---------- ------------
Inflation Most operating expenses are contracted US$1.1 US$(1.4) 1.0 (1.2)
rate for a defined period of up to million million cents cents
five years and as such there is
typically little variation in
annual operating costs. Short-term
inflation assumed in the model
is 4.5%, with a longer-term outlook
forecast of 3.0%.
The impact of a movement of +/-
0.5% in the inflation rate across
the full life of each of the Company's
assets is shown in the columns
across.
-------------- ---------------------------------------- ---------- ------------ ---------- ------------
b) Other receivables and prepayments
Other receivables generally arise from transactions outside the usual
operating activities of the Company.
Other receivables that have fixed or determinable payments that are
not quoted in an active market are classified as financial assets
at amortised cost. These assets are measured at amortised cost using
the effective interest method, less allowance for expected credit
losses. Interest could be charged at commercial rates where the terms
of repayment exceed six months. Collateral is not normally obtained.
2.
Prepayments arise from amounts paid in advance either as deposits
or securities.
31 October
30 June 2022 2021
US$'000s (unaudited) (unaudited)
---------------------------------------- -------------- --------------
Prepayments 789 -
Other receivables 1 -
---------------------------------------- -------------- --------------
Total other receivables and prepayments 790 -
---------------------------------------- -------------- --------------
C) Cash and cash equivalents
Cash and cash equivalents includes cash at bank, deposits with banks
and other short-term, highly liquid investments with original maturities
of three months or less that are readily convertible to known amounts
of cash and which are subject to an insignificant risk of changes
in value.
31 October
30 June 2022 2021
US$'000s (unaudited) (unaudited)
-------------------------- -------------- --------------
Cash and cash equivalents 86,881 -
-------------------------- -------------- --------------
The above cash and cash equivalents were held in the following
currencies:
31 October
30 June 2022 2021
US$'000s (unaudited) (unaudited)
-------------------------------- -------------- --------------
US$ 86,403 -
GBP 416 -
Euro 62 -
-------------------------------- -------------- --------------
Total cash and cash equivalents 86,881 -
-------------------------------- -------------- --------------
13. Financial liabilities
This note provides information about the Company's financial
liabilities, including:
-- an overview of all financial liabilities held by the Company;
-- specific information about each type of financial liability; and
-- accounting policies.
The financial liabilities held by the Company at 30 June 2022
are shown in the table below. All financial liabilities held at
this date were measured at amortised cost.
31 October
30 June 2022 2021
US$'000s (unaudited) (unaudited)
----------------------------------------------- -------------- --------------
Financial liabilities at amortised cost
Trade and other payables (note 13a)) 421 -
Amounts payable to related parties (note 13b)) 374 -
Total financial liabilities 795 -
----------------------------------------------- -------------- --------------
The fair value of the financial liabilities held at 30 June 2022
equal their carrying values.
a) Trade and other payables
Trade and other payables are recognised initially at fair value, net
of transaction costs, and subsequently stated at amortised cost using
the effective interest method. These liabilities have been designated
as current, being payable within 12 months.
31 October
30 June 2022 2021
US$'000s (unaudited) (unaudited)
------------------------------------------------- ---------------------- ----------------
Trade and other payables
Accrued expenses 396 -
Other payables 25 -
------------------------------------------------- ---------------------- ----------------
Total trade and other payables 421 -
------------------------------------------------- ---------------------- ----------------
b) Amounts payable to related parties
Amounts payable to related parties are management fees accrued
and payable to the Investment Manager. See note 19d) for further
information.
14. Equity
Equity instruments issued by the Company are recorded at the amount
of the proceeds received, net of directly attributable issue costs.
Costs not directly attributable to the issue are immediately expensed
in the statement of comprehensive income.
Share capital represents the nominal value of US$0.01 per ordinary
share in issue.
Number Ordinary Number Preference
of ordinary shares of preference shares
shares US$'000s shares US$'000s
---------------------------------- ------------- ----------- --------------- -----------
Ordinary shares and preference
shares
---------------------------------- ------------- ----------- --------------- -----------
On incorporation (6 September
2021) (1) 1 - - -
---------------------------------- ------------- ----------- --------------- -----------
Issue of share capital(2) 1 - 50,000 66
Cancellation of share capital(2) (1) - - -
---------------------------------- ------------- ----------- --------------- -----------
At 31 October 2021 1 - 50,000 66
---------------------------------- ------------- ----------- --------------- -----------
Issue of share capital(3) 115,393,127 1,154 - -
Cancellation of shares(4) - - (50,000) (66)
At 30 June 2022 115,393,128 1,154 - -
---------------------------------- ------------- ----------- --------------- -----------
(1) The Company was incorporated on 6 September 2021 with share
capital of GBP0.01, being one ordinary share of GBP0.01.
(2) On 18 October 2021, the Company issued US$0.01 of ordinary
share capital, being one ordinary share of US$0.01 and preference
share capital of GBP50,000, being 50,000 preference shares of
GBP1.00. On this date the Company cancelled the one ordinary share
of GBP0.01.
(3) On 14 December 2021, the Board approved the placing and
offer for subscription of 115,393,127 ordinary shares of US$0.01
each in the capital of the Company at a price of US$1.00 per
ordinary share, raising gross proceeds of US$115.4 million.
(4) On 22 March 2022, the Company effected a capital reduction
process which included the cancellation of the GBP50,000 preference
shares and the related reduction of an amount receivable from
related parties of US$66,000 and the reduction of the share premium
reserve and related transfer to the special distributable reserve
of US$111,992,000 (see note 15).
15. Reserves
The Company's capital is represented by the ordinary shares, share
premium, the special distributable reserve, retained earnings and
other comprehensive income.
Share premium account - Share premium includes the premium above
nominal value received by the Company on issuing shares, net of issue
costs, to the extent not subsequently cancelled and transferred to
another reserve.
Special distributable reserve - The special distributable reserve
arose following court approval in March 2022 to transfer amounts from
the share premium account. This reserve is distributable and may be
used, where the Board considers it appropriate, by the Company for
the purposes of paying dividends to shareholders and, in particular,
augmenting or smoothing payments of dividends to shareholders. There
is no guarantee that the Board will make use of this reserve for the
purpose of the payment of dividends to shareholders. The special distributable
reserve can also be used to fund the cost of share buy-backs.
Retained earnings - Retained earnings are split between revenue and
capital reserves as follows:
* Revenue reserve - this reserve reflects all income
and costs which are recognised in the revenue column
of the statement of comprehensive income. This
reserve is distributable by way of dividend.
* Capital reserve - this reserve includes gains and
losses on disposal of investments and changes in fair
values of investments, foreign exchange differences
determined to be of a capital nature, and the capital
element of the management fee. Any associated tax
relief is also credited to this account
Special
distributable Revenue Capital
US$'000s Share premium reserve reserve reserve Total
At incorporation (6
September 2021) - - - - -
At 31 October 2021 - - - - -
------------------------ ------------- -------------- -------- -------- -------
Issue of share capital 114,239 - - - 114,239
Equity issue costs (2,247) - - - (2,247)
Transfer to special
distributable reserve (111,992) 111,992 - - -
Dividends paid(1) (note
16) - (508) - - (508)
Total comprehensive
income for the period - - 368 2,229 2,597
------------------------ ------------- -------------- -------- -------- -------
At 30 June 2022 - 111,484 368 2,229 114,081
------------------------ ------------- -------------- -------- -------- -------
(1 On 12 May 2022 the Company declared a dividend of 0.44 cents
per share. The dividend was paid in June 2022. See note 16 for
details.)
Critical accounting judgement: IPO expenses recognised directly in
equity as a cost associated with the initial capital raising of the
Company
IPO-related expenses were incurred by the Company in relation to the
issuance of shares, the listing of shares and the marketing of shares.
Expenses incurred which were directly attributable to the equity transaction
and that would have otherwise been avoided if the shares had not been
issued include broker fees and commissions, sponsor fees and amounts
paid to lawyers, accountants and other professional advisors in relation
to IPO-related diligence, including the diligence on the SolarArise
assets that were to be acquired through the issuance of ordinary shares.
Such expenses have been recognised directly in share premium. Other
costs arising, such as marketing expenses, have been expensed.
16. Dividends
Dividends declared and attributable to the shareholders are shown
in the statement of changes in equity. Dividends proposed are recognised
when they are appropriately authorised and no longer at the discretion
of the Company.
Special distributable
Cents per reserve
At 30 June 2022 ordinary share (US$'000)
----------------------------------------- ---------------- ----------------------
Q1 2022 dividend - paid on 24 June 2022 0.44 508
----------------------------------------- ---------------- ----------------------
Total 0.44 508
----------------------------------------- ---------------- ----------------------
The Company paid its first interim dividend of 0.44 cents per
share in respect of the period from IPO until 31 March 2022, which
totalled US$0.5 million, in June 2022.
As disclosed in note 22, the Company declared a second interim
dividend on 7 September 2022 of 0.44 cents per share in respect of
the three-month period from 1 April 2022 to 30 June 2022. The
dividend totaling US$0.6 million is expected to be paid on 30
September 2022.
17. Financial risk management
The Company is exposed to certain risks through the ordinary
course of business and the Company's financial risk management
objective is to minimise the effect of these risks on the Company's
operations. The management of risks is the responsibility of the
Directors. Exposure to each financial risk considered potentially
material to the Company, how it arises and the policy for managing
it is summarised below:
a) Credit risk
The Company is exposed to third-party credit risk in several
instances, and the possibility that a counterparty with which the
Company or its underlying investments contract may fail to perform
their obligations under a commitment that it has entered into with
the Company or its underlying investments, in the manner
anticipated by the Company.
Credit risk arises where capital commitments are being made and
is managed by diversifying exposures among a portfolio of
counterparties and through applying credit limits to those
counterparties with a lower credit standing.
Counterparty credit risk exposure limits are determined based on
the credit rating of the counterparty. Counterparties are assessed
and monitored on the basis of their ratings from Standard &
Poor's and/or Moody's. No financial transactions are permitted with
counterparties with a credit rating of less than BBB- from Standard
& Poor's or Baa3 from Moody's, unless specifically approved by
the Board.
Credit risk also arises from cash and other assets that are
required to be held in custody by banks and financial institutions.
Cash and other assets may not be treated as segregated assets and
will therefore not be segregated from the bank's own assets in the
event of the insolvency of a custodian. Cash held with the bank
will not be treated as client money subject to the rules of the FCA
and may be used by the bank in the ordinary course of its own
business. The Company will therefore be subject to the
creditworthiness of the bank. In the event of the insolvency of the
bank, the Company will rank as a general creditor in relation
thereto and may not be able to recover such cash in full, or at
all. In order to mitigate this risk, cash and bank deposits are
only held with major international financial institutions who each
hold a Moody's credit rating of A2 or higher.
The Company has assessed the expected credit loss model in IFRS
9 and does not consider any material impact on these Interim
Financial Statements. No balances are past due or impaired.
b) Liquidity risk
Liquidity risk is the risk that the Company may not be able to
meet its financial obligations as they fall due. The objective of
liquidity management is, therefore, to ensure that all commitments
which are required to be funded can be met out of readily available
and secure sources of funding.
At 30 June 2022, the Company's only financial liabilities were
trade payables, accrued expenses and other payables, including
Directors' fees. The Company also held a contingent liability in
relation to contingent consideration payable under the NISPI sale
and purchase agreement. The fair value of this liability was
determined to be US$ nil at 30 June 2022 (see note 20c)) for
further information). The Company intends to hold sufficient cash
to meet its working capital needs over a horizon of at least the
next six months. The Company held cash and cash equivalents of
US$86.9 million at 30 June 2022, with total financial liabilities,
including amounts payable to related parties, of US$0.8
million.
Cash flow forecasts are prepared on a quarterly basis for a
rolling six-month period to assist in the ongoing analysis of
short-term cash flow. The Directors monitor forecast and actual
cashflows from operating, financing and investing activities to
consider payment of dividends, payment of trade and other payables
or the funding of additional investing activities.
The Company also ensures that it maintains adequate reserves by
monitoring the forecast and actual cashflows. The following table
shows the maturity analysis of financial assets and liabilities
held at 30 June 2022.
30 June 2022 Under 1 Over 5
In US$'000s year 1-2 years 2-5 years years Total
--------------------------- -------- ---------- ---------- ------- --------
Financial assets held
at fair value through
profit and loss - - - 28,000 28,000
Financial assets held
at amortised cost 790 - - - 790
Cash and cash equivalents 86,881 - - - 86,881
--------------------------- -------- ---------- ---------- ------- --------
Total financial assets 87,671 - - 28,000 115,671
Financial liabilities
held at amortised cost (795) - - - (795)
--------------------------- -------- ---------- ---------- ------- --------
Total net financial
assets 86,876 - - 28,000 114,876
--------------------------- -------- ---------- ---------- ------- --------
c) Market risk
i) Currency risk
The Company operates internationally and holds both monetary and
non-monetary assets denominated in currencies other than US$, the
functional currency. Foreign currency risk, as defined in IFRS 7,
arises as the value of future transactions and recognised monetary
assets and monetary liabilities denominated in other currencies
fluctuate due to changes in foreign exchange rates. IFRS 7
considers the foreign exchange exposure relating to non-monetary
assets and liabilities to be a component of market price risk and
not foreign currency risk. However, the Investment Manager monitors
the exposure on all foreign currency-denominated assets and
liabilities.
Whilst the Company will not pursue long-term currency hedging,
the Investment Manager intends to substantially hedge future
dividend payments to shareholders where those payments are funded
by non-US Dollar denominated dividend income. This hedging
programme is expected to cover a rolling two-year period. At 30
June 2022, the Company had not entered into any foreign exchange
hedging transactions for the purpose of managing its exposure to
foreign exchange movements (both monetary and non-monetary).
In relation to local currency debt facilities held at the
investment entity level, these are and should be in the same
currency as the offtake agreement, which provides a natural
offsetting hedge. The Investment Manager also includes prevailing
assumptions on annualised currency depreciation in its financial
projections, so that its financial models contain anticipated
changes in currency value.
When the Investment Manager formulates a view on the future
direction of foreign exchange rates and the potential impact on the
Company, the Investment Manager factors that into its investment
portfolio allocation decisions. While the Company has direct
exposure to foreign exchange rate changes on the price of non-US
Dollar-denominated investments, it may also be indirectly affected
by the impact of foreign exchange rate changes on the earnings of
certain companies in which the Company invests and, therefore, the
sensitivity analysis below may not necessarily indicate the total
effect on the Company's net assets attributable to shareholders of
future movements in foreign exchange rates.
The tables below summarise the Company's assets and liabilities,
both monetary and non-monetary, denominated in the currencies the
Company is exposed to:
30 June 2022
In US$'000s US$ GBP PHP Other Total
--------------------------- ------- ------ ------- ------ --------
Assets
Financial assets held
at fair value through
profit and loss - - 28,000 - 28,000
Financial assets held
at amortised cost 97 693 - - 790
Cash and cash equivalents 86,403 416 - 62 86,881
--------------------------- ------- ------ ------- ------ --------
Total financial assets 86,500 1,109 28,000 62 115,671
Sales tax receivable - 359 - - 359
--------------------------- ------- ------ ------- ------ --------
Total assets 86,500 1,468 28,000 62 116,030
--------------------------- ------- ------ ------- ------ --------
Liabilities
Financial liabilities
held at amortised cost (374) (413) - (8) (795)
--------------------------- ------- ------ ------- ------ --------
Net assets 86,126 1,055 28,000 54 115,235
--------------------------- ------- ------ ------- ------ --------
% of NAV 74.74% 0.92% 24.30% 0.04% 100%
--------------------------- ------- ------ ------- ------ --------
In accordance with the Company's policy, the Investment Manager
monitors the Company's monetary and non-monetary foreign exchange
exposure on a daily basis, and the Directors review it on a
quarterly basis.
The sensitivity analysis of the Company's exposure to
fluctuations in foreign exchange rates is based on the assumption
that the relevant foreign exchange rate increased or decreased by a
reasonable percentage, with all other variables held constant. A 5%
fluctuation represents the Investment Manager's best estimate of a
reasonable possible shift in the foreign exchange rates, having
regard to historical volatility of those rates.
The impact of a 5% increase or decrease in the spot foreign
exchange rate on the material foreign currency net assets held at
30 June 2022 is shown in the table below:
5% appreciation of 5% depreciation of
US$ against PHP US$ against PHP
----------- ----------------------------- -----------------------------
Net assets Impact Impact
held in Impact on NAV per Impact on NAV per
PHP on net assets share on net assets share
30 June 2022 (US$'000) (US$'000) (cents) (US$'000) (cents)
Net assets held in
PHP 28,000 (1,333) (1.2) 1,474 1.3
-------------------- ----------- --------------- ------------ --------------- ------------
ii) Price risk
The Company is exposed to equity securities price risk and
derivative price risk. This arises from investments held by the
Company for which prices in the future are uncertain. Where
non-monetary financial instruments - for example, equity securities
- are denominated in currencies other than the US Dollars, the
price initially expressed in foreign currency and then converted
into US Dollars will also fluctuate because of changes in foreign
exchange rates.
The Company's investment policy is to manage price risk through
diversification and selection of securities and other financial
instruments within the specified limits set out in the Company's
investment policy, or otherwise set by the Board. Under the
Company's investment policy, no more than 50% of the Company's
gross asset value ("GAV") (measured at the time of investment) may
be invested in any single country.
The Company's policy also limits individual investments to no
more than 25% of GAV, when the NAV is up to and including US$1
billion. This percentage reduces once NAV exceeds US$1 billion.
The Company is also exposed to price risk on its investments,
primarily being future power prices. Wholesale electricity prices
tend to be volatile and are impacted by a variety of factors. This
risk is further considered in note 12a).
iii) Interest rate risk
Interest rate risk arises from the effects of fluctuations in
the prevailing levels of market interest rates on the fair value of
financial assets and liabilities and on future cash flows. The
Company had no borrowings at 30 June 2022, and all cash and cash
equivalents were held at bank with a maturity of less than one
year. Therefore, the Company's exposure to interest rate risk is
limited.
Capital risk management
The capital structure of the Company at the period end consists
of equity attributable to equity holders of the Company, comprising
issued capital, reserves and accumulated earnings. The Board
continues to monitor the balance of the overall capital structure
so as to maintain investor and market confidence. The Company is
not subject to any external capital requirements.
18. Fair value estimation
IFRS 13 requires disclosure of fair value measurement under the
following hierarchy:
Level Fair value input description
-------- -------------------------------------------------------------
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)
Level 3 Inputs for assets or liabilities that are not based on
observable market data (unobservable inputs)
-------- -------------------------------------------------------------
The level of fair value hierarchy within which the financial
asset or financial liability is determined is on the basis of the
lowest level input that is significant to the overall fair value
measurement. Financial assets and financial liabilities are
classified in their entirety into only one of the three levels. No
transfers between levels took place during the period.
The Company's wholly owned subsidiary, TLEI Holdings and its
investment in NISPI are recognised at fair value through profit or
loss and are classified as Level 3 in the fair value hierarchy.
In accordance with the guidelines of the Company's valuation
policy, experience personnel from independent valuation experts
review and validate the fair value models for each investment held
at fair value at the balance sheet date, including the inputs and
assumptions used to determine the fair values.
At 30 June 2022, TLEI Holdings holds no investments and
therefore its fair value was determined to be equal to that of the
nominal value of its shares (see note 4).
The Company uses discounted cash flow ("DCF") methodology for
assessing the fair value of its investments under the income
valuation approach. At 30 June 2022, the Company's investment in
NISPI was valued using this methodology. The Company's investment
in TLEI Holdings did not engage in any activity in the period from
its incorporation until 30 June 2022, therefore its fair value was
determined to be equal to that of its nominal share value at 30
June 2022 (see note 4).
a) Valuation approach and methodology
Fair value for investments which are operational is derived
using a discounted cash flow methodology. For investments that are
not yet operational or where the completion of the acquisition by
the Company has not occurred at the time of valuation, the purchase
price of the relevant investment, including, where relevant, any
subsequently incurred costs of construction, is normally used as an
appropriate estimate of fair value, provided no significant changes
to key underlying economic considerations (such as major
construction impediments or natural disasters) have arisen.
In a DCF analysis, the fair value of the investment is the
present value of the asset's expected future cash flows, based on a
range of operating assumptions for revenues and costs and an
appropriate discount rate.
Given the long-term nature of the assets, valuations of
operating assets are assessed using historical data across the
asset life. Where possible, assumptions are based on observable
market and technical data. The Investment Manager may also engage
technical experts, when possible, such as long-term electricity
price forecasters, to provide long-term data for use in its
valuations for the applicable market. The independent valuation
expert assesses these forecast prices for reasonableness against
their own internal forecasts and others in the marketplace.
The Investment Manager also reviews a range of sources in
determining the appropriate discount rate to use in the fair market
valuation of the investments, including but not limited to:
-- discount rates publicly disclosed by the Company's global peers;
-- discount rates applicable to comparable infrastructure asset classes; and
-- capital asset price model outputs and implied risk premium over relevant risk-free rates.
b) Valuation process for the Investment Portfolio
The Investment Manager prepares a valuation model that
calculates the fair value of the Company's operating renewable
energy assets, which is subsequently reviewed by the Company's
independent valuation expert. The independent valuation expert then
produces a range of fair values based on their own financial model.
The independent valuation expert has significant experience in
estimating the fair value of solar and other renewable energy
assets. In accordance with Company policy, the fair values of all
operating assets held at 30 June 2022 were reviewed by an
independent valuation expert. The resultant valuation has been
calculated in accordance with IFRS and the International Private
Equity and Venture Capital Valuation guidelines.
The discount rates and other significant inputs used by the
independent valuation expert, along with a sensitivity analysis of
these significant inputs, are detailed in note 12a).
19. Related party transactions
The Company and the Directors are not aware of any person who,
directly or indirectly, jointly or severally, exercises or could
exercise control over the Company. The Company does not have an
ultimate controlling party.
The related party transactions entered into by the Company in
the period are detailed below.
a) Non-executive Directors
Directors are each paid fees of GBP50,000 per annum. Total
Directors' fees of US$149,000, including relevant taxes, have been
incurred in respect of the period since IPO with US$23,000
outstanding and payable at 30 June 2022.
b) NISPI acquisition
On 19 November 2021, the Company entered into an agreement to
purchase 33,691 class E redeemable preferred shares in NISPI from
ThomasLloyd CTI Asia Holdings Pte Ltd, a related party of the
Investment Manager. The sale and purchase agreement ("SPA")
provided for an initial cash consideration of US$25.4 million and
an additional contingent cash consideration of up to US$22.0
million. The initial consideration was supported by an independent
valuation opinion, which was included in the Company's prospectus
dated 19 November 2021. On 18 December 2021, the Company completed
the acquisition.
The contingent consideration is dependent on NISPI being
awarded, before June 2023, a power purchase agreement pursuant to a
Green Auction carried out by the Department of Energy of the
Philippines. Should this occur, an independent valuation expert
will be engaged to update the valuation opinion in the Prospectus
to reflect the terms of that power purchase agreement. If the
updated valuation is higher than the initial valuation, an amount
equal to 85% of the difference between to the initial valuation and
updated valuation will be paid in US$ as additional consideration,
subject to a maximum cap of US$22.0 million.
Under the SPA entered into on 19 November 2021, any contingent
consideration would have been payable 10 business days after the
Green Auction purchase price agreement having been awarded. On 10
June 2022, the parties to the SPA agreed to extend the date for
payment of any contingent consideration to the earlier of (i) 31
December 2026 and (ii) 10 business days after a further capital
raise by the Company, the purpose of which includes funding payment
of contingent consideration (or, if the updated valuation has not
been received prior to such fund raise, 10 business days after the
updated valuation has been received).
c) SolarArise acquisition - 43% economic interest
On 19 November 2021, the Company entered into a sale and
purchase agreement ("SPA") to acquire a 43% economic interest in
SolarArise. The SPA provided for the consideration of US$34.6
million to be settled by the issue of 34,606,872 ordinary shares in
the Company (equivalent to an issue price of US$1.00 per share).
The initial consideration was supported by an independent valuation
opinion, which was included in the Company's prospectus dated 19
November 2021.
Under the sale and purchase agreement, completion of the
acquisition was subject to a longstop date of 19 May 2022. On 18
May 2022, the parties to the SPA agreed to extend the longstop date
to 19 August 2022, update the consideration value to be equal to
the value of the interest being acquired as at 31 March 2022, as
opined on by an independent valuation expert, and change the number
of ordinary shares to be issued as consideration from a fixed
number to a variable number.
As a result, under the revised SPA, the consideration value was
changed to US$34.1 million, which equaled the fair value of the
interest being acquired at 31 March 2022 using an exchange rate of
USD1:INR 75.84, as opined on by the independent valuation expert.
The corresponding number of ordinary shares to be issued under the
SPA would be determined by the price at which they were issued (the
"issue price"), being the higher of (i) US$1.00 and (ii) the
average closing market price of the Company's ordinary shares on
the 10 dealing days preceding the date of allotment of the shares
(adjusted for any dividends announced by the Company which had an
ex-dividend date prior to completion).
At 30 June 2022, the acquisition remained subject to final
completion procedures.
A further addendum to the SPA was entered into on 15 August 2022
that changed the consideration value to be based on a fair value
date of 30 June 2022. The fair value of the 43% economic interest
on this date, as opined by an independent valuation expert, was
US$32.9 million. The predominant reason for the reduction in the
fair value at 30 June 2022 was the strengthening of the US$ against
the INR, which increased from a rate of US$1.00:INR 75.8404 at 31
March 2022 to a rate of US$1.00:INR 79.0536 at 30 June 2022.
Additionally, the SPA was updated to provide for the number of
ordinary shares to be issued as consideration to be net of
withholding tax of US$2.7 million, which was required to be
withheld and remitted by the Company to the tax authorities on
behalf of the sellers.
Subsequently, on 19 August 2022, the purchase of Solar Arise
completed. At this date, the issue price was determined at
US$1.16035, which resulted in a total number of 26,014,349 ordinary
shares in the Company being issued, for a value if US$30.2 million.
This share issue, combined with the withholding tax payment of
US$2.7 million, represented the aggregate consideration value of
US$32.9 million.
d) Investment Manager
The Investment Manager's fee is disclosed in note 5. The fee is
payable quarterly in arrears, and is calculated at the following
rates:
Fee based
on net asset
value
---------------------------------- --------------
Up to US$700 million 1.3%
US$700 million to US$2.0 billion 1.1%
Over US$2.0 billion 1.0%
---------------------------------- --------------
Amounts payable to the Investment Manager in respect of the
Investment Manager fee at 30 June 2022 were US$0.4 million.
During the period, the Investment Manager reimbursed the Company
for IPO expenses in excess of 2% of IPO proceeds. The amounts
receivable had been fully reimbursed by 31 March 2022.
20. Capital commitments and contingent assets and
liabilities
a) SolarArise - acquisition of 43% seed asset
On 19 November 2021, the Company entered into an agreement to
acquire a 43% economic interest in SolarArise. Details of the
acquisition, including the consideration value and the number of
ordinary shares to be issued by the Company as consideration, are
disclosed in note 19c). At 30 June 2022, the acquisition remained
subject to final completion procedures.
b) SolarArise - acquisition of an additional 57% economic stake
On 21 June 2022, the Company entered into an agreement which
committed the Company to acquire the remaining 57% economic
interest in SolarArise for US$38.5 million. The acquisition will be
funded by the Company's existing cash resources and is expected to
close in the fourth quarter of 2022.
c) NISPI - contingent consideration
The Company has a contingent liability in respect of a
contingent consideration payable to the sellers of NISPI, as
disclosed in note 19b). The liability is capped at US$22.0 million
and the fair value has been determined to be US$ nil at 30 June
2022.
Critical judgement: Contingent consideration in relation to NISPI
A contingent liability has been recognised at US$ nil on the acquisition
of NISPI. As part of the sale and purchase agreement to acquire in
NISPI, an additional purchase price may be payable dependent on NISPI
being awarded a Green Auction power purchase agreement prior to 1
June 2023. The contingent consideration is capped at US$22.0 million
and the actual economic outflow is dependent on a number of factors,
including macro-economic, political and operational. NISPI has not
participated in a Green Auction during 2022 due to the current elevated
electricity prices and political uncertainty in the Philippines. It
is expected that these factors will prevail in the short-term and,
consequently, the likelihood that NISPI will participate in such an
auction prior to 1 June 2023 has been assessed as being low. As such,
the contingency is fair valued at US$ nil at 30 June 2022.
21. Investments
Details of the Company's underlying investments are listed
below:
Economic
Place of Voting ownership ownership
Name Category business interest interest
----------------------- ------------------ ------------- ------------------ -----------
TLEI Holdings Limited Investment Direct -
("TLEI Holdings") holding company UK 100% 100%
----------------------- ------------------ ------------- ------------------ -----------
Negros Island Solar Direct -
Power Inc. ("NISPI") Investment Philippines 34% 40%
----------------------- ------------------ ------------- ------------------ -----------
22. Events after the balance sheet date
There have been no reportable events after the balance sheet
date, other than as described below:
-- Dividend declared for 30 June 2022 - The Company declared, on
7 September 2022, a second interim dividend of 0.44 cents per
ordinary share in respect of the period from 1 April 2022 to 30
June 2022. The dividend is expected to be paid on 30 September
2022.
-- Acquisition of 43% economic interest in Solar Arise - The
acquisition of SolarArise completed on 19 August 2022. Full details
of the transaction can be found in note 19c).
23. Significant accounting policies
This note provides a list of the significant accounting policies
adopted in the preparation of these Interim Financial Statements.
These policies have been consistently applied to all the periods
presented, unless otherwise stated. The financial statements are
for the Company only.
a) Basis of preparation
i) Compliance with IFRS
The Interim Financial Statements of the Company have been
prepared in accordance with UK adopted International Accounting
Standards ("IFRS"), UK adopted IAS 34 "Interim Financial Reporting"
and where relevant, in accordance with the Statement of Recommended
Practice: Financial Statements of Investment Trust Companies and
Venture Capital Trusts issued in April 2021 by the Association of
Investment Companies. The annual financial statements of the
Company will also be prepared in accordance with UK adopted
International Accounting Standards.
ii) Historical cost convention
The Interim Financial Statements have been prepared under the
historical cost convention, as modified by the revaluation of
financial assets and financial liabilities (including derivative
instruments) at fair value through profit or loss.
iii) New and amended standards and interpretations effective
from 1 November 2021 and 1 January 2022
There are no standards, amendments to standards or
interpretations that are effective for annual periods beginning on
1 November 2021 or 1 January 2022 that have a material effect on
these Interim Financial Statements.
iv) New standards, amendments and interpretations effective on or after 1 January 2023
Certain new standards, amendments to standards and
interpretations have been published that are effective for annual
periods beginning on or after 1 January 2023 that have not been
early adopted in preparing these Interim Financial Statements.
These standards are not expected to have a material impact on the
Company in the current or future reporting periods, or on
foreseeable future transactions.
v) Going concern
The major cash outflows of the Company are the payment of
operating expenses (principally fees) and costs relating to the
acquisition of new assets, which, to the extent not already
committed to, are discretionary. The Company continues to meet its
day-to-day liquidity needs through its cash reserves. At the date
of these Interim Financial Statements, having reviewed the
Company's cash reserves, investment commitments and anticipated
annualised operating expenses, the Board is satisfied that the
Company has substantial operating expenses cover. On the basis of
this review, the Directors have a reasonable expectation that the
Company has adequate resources to continue in operational existence
for at least 12 months from the date of these Interim Financial
Statements. Accordingly, the Directors have adopted the going
concern basis in preparing the Interim Financial Statements.
vi) Assessment as an investment entity and subsidiaries
Subsidiaries and associates
Subsidiaries are entities (including structured entities) over
which the Company has control. The Company controls an entity where
the Company is exposed to, or has rights to, variable returns from
its involvement with the entity and has the ability to affect those
returns through its power to direct the activities of the
entity.
Associates are all entities over which the group has significant
influence but not control or joint control. This is generally the
case where the group holds between 20% and 50% of the voting
rights.
Assessment as an investment entity
Entities that meet the definition of an investment entity within
IFRS 10 'Consolidated Financial Statements' are required to measure
their subsidiaries, associates and joint ventures at fair value
rather than consolidate such entities, unless such entities provide
investment related services to the Company. To determine that the
Company continues to meet the definition of an investment entity,
the Company is required to satisfy the following three
criteria:
-- The Company obtains funds from one or more investors for the
purpose of providing those investors with investment management
services;
-- the Company commits to its investors that its business
purpose is to invest funds solely for returns from capital
appreciation, investment income, or both; and
-- the Company measures and evaluates the performance of
substantially all of its investments on a fair value basis.
The Directors are of the opinion that the Company has all the
typical characteristics of an investment entity and continues to
meet the definition in IFRS 10. The Company therefore accounts for
its interest in its wholly owned direct subsidiary, TLEI Holdings,
and its interest in NISPI as investments at fair value through
profit or loss.
In electing to account for TLEI Holdings at fair value through
profit or loss the Directors have satisfied themselves that TLEI
Holdings also meets the characteristic of an investment entity.
TLEI Holdings has one investor, TLEI, however, in substance TLEI
Holdings is investing the funds of the investors of TLEI on its
behalf and is effectively performing investment management services
on behalf of many unrelated beneficiary investors. As TLEI Holdings
is measured at fair value through profit or loss, as opposed to
being consolidated on a line-by-line basis, its cash and any
working capital balances are included in the fair value of
investments rather than the Company's current assets.
vii) Segment reporting
The Chief Operating Decision Maker (the "CODM") comprises the
Directors of the Company acting collectively. The CODM is of the
opinion that the Company is engaged in a single segment of
business, being investment in a diversified portfolio of
sustainable energy infrastructure assets in fast-growing and
emerging economies in Asia to generate investment returns with the
aim of achieving its 'Triple Return' investment objective. The
financial information used by the CODM to allocate resources and
manage the Company presents the business as a single segment
comprising a homogeneous investment portfolio.
viii) Foreign currency translation
The currency of the primary economic environment in which the
Company operates (being the functional currency) is the US Dollar,
which is also the presentation currency. The Interim Financial
Statements are presented in US Dollars rounded to the nearest
thousand (US$'000), except where otherwise indicated.
Foreign currency transactions are translated into the functional
currency using the exchange rates prevailing at the date of the
transaction. Monetary assets and liabilities denominated in foreign
currencies are retranslated into the functional currency using the
exchange rate prevailing at the statement of financial position
date. Foreign exchange gains and losses arising from translation
are included in the statement of comprehensive income. Foreign
exchange gains and losses relating to the financial assets carried
at fair value through profit or loss are presented in the statement
of comprehensive income.
b) Significant accounting policies
i) Investment income
Investment income comprises interest income and dividend income
received from the Company's subsidiaries and is recognised in the
statement of comprehensive income. Interest income is recognised
using the effective interest rate method. Dividend income is
recognised when the Company's entitlement to receive payment is
established.
ii) Expenses
Expenses are accounted for on an accruals basis. Expenses are
charged to the revenue account except as follows:
Acquisition or disposal expenses - Where expenses directly
relate to the acquisition or disposal of an investment they will be
charged to the capital account.
Management fees - As per the Company's investment objective, it
is expected that capital returns will make up a portion of the
Company's long-term returns. Therefore, based on the estimated
future returns, 50% of the investment management fee is charged as
a capital item within the statement of comprehensive Income.
iii) Income tax
Investment trusts which have approval under section 1158 of the
Corporation Tax Act 2010 are not liable for taxation on capital
gains. The Company has successfully applied and has been granted
approval as an investment trust by HMRC.
The underlying intermediate holding companies and entities in
which the Company holds investments provide for and pay taxation at
the appropriate rates in the countries in which they operate. This
is taken into account when assessing the fair value of the
subsidiaries and associates.
iv) Financial Assets
(1) Classification
The Company classifies its financial assets into the following
measurement categories:
-- those to be measured subsequently at fair value (either
through profit or loss or through other comprehensive income);
and
-- those to be measured at amortised cost.
The classification depends on the Company's business model for
managing the financial assets and the contractual terms of the cash
flows. For assets measured at fair value, gains and losses are
recorded either in profit or loss or in other comprehensive income.
For investments in equity instruments that are not held for
trading, this will depend on whether the Company has made an
irrevocable election at the time of initial recognition to account
for the equity investment at fair value through other comprehensive
income. The Company has not made such an election.
Classification of investments in equities, preference shares and
debt securities
The Company classifies direct investments in equities,
preference shares and debt securities based on both the Company's
business model for managing these financial assets and their
contractual cash flow characteristics. The Investment Portfolio of
financial assets is managed and its performance is evaluated on a
fair value basis. The Company is primarily focused on fair value
information and uses that information to assess the assets'
performance and to make decisions.
As the Company qualifies as an investment entity under the
amendments to IFRS 10 'Consolidated Financial Statements', the
Investment Manager, the AIFM and the Directors manage the
Investment Portfolio of financial assets and evaluate their
performance on a fair value basis, together with other related
financial information.
The Company has not taken the option to irrevocably designate
any equity securities at fair value through other comprehensive
income.
(2) Recognition, de-recognition and measurement
Purchases and sales of investments are recognised on the trade
date - the date on which the Company commits to purchase or sell
the investment. This is generally the settlement date. Financial
assets at fair value through profit or loss are initially
recognised at fair value. Transaction costs are expensed as
incurred in the statement of comprehensive income, as
applicable.
Subsequent to initial recognition, all financial assets held at
fair value through profit or loss are measured at fair value. Gains
and losses arising from changes in the fair value are presented in
the statement of comprehensive income in the period in which they
arise.
Financial assets are derecognised when the rights to receive
cash flows from the investments have expired or the Company has
transferred substantially all risks and rewards of ownership.
(3) Fair value estimation of investments
Fair value is the price that would be received to sell an asset
in an orderly transaction between market participants at the
measurement date. The fair value of financial assets related to
unlisted debt or equity securities that are not traded in an active
market is determined by using valuation techniques. The Company
uses a variety of methods and makes assumptions that are based on
market conditions existing at each reporting date.
The fair value of securities not quoted in an active market may
be valued by the Company using its own models when no market data
is available. Such models are based on valuation methods and
techniques generally recognised as standard within the industry,
specifically taking into account the International Private Equity
and Venture Capital Valuation guidelines, recommendations and best
practices.
The primary valuation technique used by the Company is
discounted cash flow models. However, in certain circumstances, the
use of comparable recent ordinary transactions between market
participants, reference to other instruments that are substantially
the same, option pricing models or other valuation techniques
commonly used by market participants making the maximum use of
market inputs, may be acceptable. The models used to determine fair
values are reviewed and validated by experienced personnel at an
independent valuation firm.
Refer to note 12a) for details of the Company's financial assets
held at amortised cost.
(4) Derivatives and hedging activities
Derivatives are initially recognised at fair value on the date
that a derivative contract is entered into and they are
subsequently re-measured to their fair value at the end of each
reporting period. The accounting for subsequent changes in fair
value depends on whether the derivative is designated as a hedging
instrument.
Where derivatives do not meet the hedge accounting criteria,
they are classified as 'held for trading' for accounting purposes
and are accounted for at fair value through profit or loss, with
any changes in fair value recognised within the statement of
comprehensive income. Derivatives are presented as current assets
or liabilities to the extent that they are expected to be settled
within 12 months from the balance sheet date.
The Company's derivative instruments are disclosed in note 9 of
the Interim Financial Statements.
(5) Cash and cash equivalents
Cash and cash equivalents includes cash at bank, deposits with
banks and other short-term, highly liquid investments with original
maturities of three months or less that are readily convertible to
known amounts of cash and which are subject to an insignificant
risk of changes in value. Cash and cash equivalents are disclosed
in note 12c) to the Interim Financial Statements.
(6) Other receivables
Other receivables generally arise from transactions outside the
usual operating activities of the Company.
Other receivables that have fixed or determinable payments that
are not quoted in an active market are classified as financial
assets at amortised cost. These assets are measured at amortised
cost using the effective interest method, less allowance for
expected credit losses. Interest could be charged at commercial
rates where the terms of repayment exceed six months. Collateral is
not normally obtained. Due to the short-term nature of the current
receivables, their carrying amount is considered to be the same as
their fair value.
Other receivables are included in current assets, except where
maturities are greater than 12 months after the reporting date, in
which case they are classified as non-current assets. Other
receivables are disclosed in note 12b) to the Interim Financial
Statements.
v) Prepayments
Prepayments arise from amounts paid in advance either as
deposits or securities. They are classified as current assets,
except where maturities are greater than 12 months after the
reporting date, in which case they are classified as non-current
assets. Prepayments are disclosed in note 12b).
vi) Trade and other payables
Trade and other payables are recognised initially at fair value,
net of transaction costs, and subsequently stated at amortised cost
using the effective interest method. These liabilities have been
designated as current, being payable within 12 months.
Trade and other payables are disclosed in note 13a) to the
Interim Financial Statements.
vii) Equity
Equity instruments issued by the Company are recorded at the
amount of the proceeds received, net of directly attributable issue
costs. Costs not directly attributable to the issue are immediately
expensed in the statement of comprehensive income.
The Company's capital is represented by the ordinary shares,
share premium, the special distributable reserve, retained earnings
and other comprehensive income.
Share capital account - Share capital represents the nominal
value of US$0.01 per ordinary share in issue.
Share premium account - Share premium includes the premium above
nominal value received by the Company on issuing shares, net of
issue costs, to the extent not subsequently cancelled and
transferred to another reserve.
Special distributable reserve - The special distributable
reserve arose following court approval in March 2022 to transfer
amounts from the share premium account. This reserve is
distributable and may be used, where the Board considers it
appropriate, by the Company for the purposes of paying dividends to
shareholders and, in particular, augmenting or smoothing payments
of dividends to shareholders. There is no guarantee that the Board
will make use of this reserve for the purpose of the payment of
dividends to shareholders. The special distributable reserve can
also be used to fund the cost of share buy-backs
Retained earnings - Retained earnings are split between the
revenue and capital reserves as follows:
-- Revenue reserve - this reserve reflects all income and costs
which are recognised in the revenue column of the statement of
comprehensive income. This reserve is distributable by way of
dividend.
-- Capital reserve - this reserve includes gains and losses on
disposal of investments and changes in fair values of investments,
foreign exchange differences determined to be of a capital nature,
and the capital element of the management fee. Any associated tax
relief is also credited to this account
The Company's equity and ordinary share capital are disclosed in
note 14 to the Interim Financial Statements. Details of the
Company's reserve accounts are disclosed in note 15.
viii) Dividends
Dividends declared and attributable to the shareholders are
shown in the statement of changes in equity. Dividends proposed are
recognised when they are appropriately authorised and no longer at
the discretion of the Company. Dividends are disclosed in note 16
to the Interim Financial Statements.
ix) Earnings per share
Basic earnings per share is calculated by dividing:
-- the profit or loss for the period attributable to ordinary equity holders of the Company;
-- by the weighted average number of ordinary shares in issue during the period.
Diluted earnings per share adjusts the figures used in the
determination of basic earnings per share to take into account the
weighted average number of additional ordinary shares that would
have been outstanding assuming the conversion of all dilutive
potential ordinary shares. Earnings per share is disclosed in note
11 to the Interim Financial Statements.
Additional Information
Investment Policy
The Company seeks to achieve its investment objective by
investing directly, predominantly via equity and equity-like
instruments, in a diversified portfolio of unlisted sustainable
energy infrastructure assets in the areas of renewable energy
generation, transmission infrastructure, energy storage and
sustainable fuel production, with a geographic focus on the
fast-growing and emerging economies in Asia.
The Investment Manager aims to adopt an environmentally and
socially responsible investment approach that is geared towards
sustainable business values and reduces investment risk through
diversification across countries, sectors and technologies.
Investment restrictions
The Investment Manager will ensure that the Company's portfolio
is diversified, so as to ensure a sufficient diversification of
investment risk, while also taking into account impact-focused
assessment criteria prior to making the commitment to invest and
the ongoing assessment to hold the investment.
The following specific investment restrictions apply to the
Company:
-- the Company will only invest in sustainable energy
infrastructure assets in the areas of renewable energy generation,
transmission infrastructure, energy storage and sustainable fuel
production situated in fast-growing and emerging countries in
Asia;
-- investments in assets situated in any single country, any
single asset and in assets under contract with any single
governmental or quasi-governmental offtaker are subject to the
following restrictions, which are based on the Company's NAV:
% of GAV
--------------------------------------------------------------- ---------------
NAV Single country Single asset Single offtaker
---------------------------------- -------------- ------------ ---------------
Up to and including US$1 billion 50% 25% 25%
---------------------------------- -------------- ------------ ---------------
Above US$1 billion and up to and
including US$3 billion 40% 20% 20%
---------------------------------- -------------- ------------ ---------------
Above US$3 billion 30% 15% 15%
---------------------------------- -------------- ------------ ---------------
-- investments in assets under contract with any single private
offtaker will not exceed 20% of GAV for investment grade offtakers
and 10% of GAV for non-investment grade offtakers;
-- the Company will only invest in countries that the Investment
Manager considers as having a stable political system and a
transparent and enforceable legal system, and which recognise the
rights of foreign investors;
-- the Company will only invest in operational assets, or
in-construction phase assets where (i) an offtake agreement has
been entered into, (ii) the land on which the asset is situated is
identified or contractually-secured, where appropriate and (iii)
all relevant permits have been granted;
-- the Company will only invest in technologies, such as solar
panels, wind turbines, boilers and steam turbine generators, the
commercial use of which has already been proven;
-- the Company will only hold investments that are denominated
in currencies which are freely-transferable;
-- the Company will not invest in other externally managed
investment companies or collective investment schemes; and
-- the Company will not typically provide forward funding for
development projects and any such forward funding will not exceed
5% of GAV in aggregate and 2.5% of GAV per development project and
would only be undertaken when supported by customary security.
The investment restrictions apply to the Group as a whole on a
look-through basis and, where relevant, are measured at the time a
commitment to invest is made.
The Company will not be required to dispose of any investment or
to rebalance the portfolio as a result of a change in the
respective valuations of its assets. However, in such
circumstances, the Investment Manager will take such steps as it
considers appropriate to enable the Company to comply with its
investment restrictions, unless the Investment Manager reasonably
believes that doing so would be prejudicial to the interests of the
Company and its shareholders as a whole.
Borrowing and gearing
Gearing will not be employed at the Company level. Gearing may
be employed at the level of SPVs or intermediate holding companies
and any such gearing will be without recourse to the Company. The
level of long-term gearing to be employed in relation to any SPV or
intermediate holding company will be assessed so that it is
commensurate with the terms of the offtake agreement for the
underlying investment entities. The aggregate borrowings across all
SPVs and intermediate holding companies will not exceed 65% of the
Group's GAV, with the Company targeting below 50% in the medium
term, measured based on the Group's GAV at the time any SPV or
intermediate holding company enters into the relevant facility.
The Company expects all borrowings to be denominated in the
currency of the relevant sustainable energy infrastructure asset or
US Dollars to help offset any foreign currency exposure. In
addition, typically borrowings will be amortising over the term of
the associated offtake agreement.
Subject to the limits set out above, the Company will maintain
gearing at a level which the Directors and the Investment Manager
consider to be appropriate in order to enhance returns and to
provide flexibility to make investments and for cash management
purposes.
For the avoidance of doubt, any investments by the Company in
SPVs or intermediate holding companies which are structured as debt
will not be considered gearing for these purposes and therefore,
will not be subject to the restrictions set out above.
Cash balances
Pending deployment or distribution, cash may be held on deposit
or invested in cash equivalents, which may include short-term
investments in money market funds and tradeable debt securities.
The Company will deposit funds with counterparties with a credit
rating of BBB- from Standard & Poor's or Baa3 from Moody's or
higher. There is no restriction on the amount of cash and cash
equivalents that the Company may hold and there may be times when
it is appropriate for the Company to have significant holdings of
cash and cash equivalents instead of being fully or near fully
invested or contractually committed. No financial transactions are
permitted with counterparties with a credit rating of less than
BBB- from Standard & Poor's or Baa3 from Moody's.
Amendments to and compliance with the investment policy
No material change will be made to the Company's investment
policy without the prior approval of shareholders by ordinary
resolution and the Financial Conduct Authority. Minor changes to
the investment policy must be approved by the Directors.
Basis of Presentation and Alternative Performance Measures
Impact definitions and methodologies
Installed renewable capacity - MWp
Represents the sum of each power plant's installed peak capacity
at the end of the reporting period, excluding any
construction-ready or in-construction projects. The aggregate
capacity presented represents TLEI's proportion, based on economic
interest owned or committed to be owned in each investment at the
end of the reporting period. Therefore, at 30 June 2022 it includes
40% of the installed capacity of NISPI's three solar plants and
100% of SolarArise's six operating solar plants.
Renewable energy generated - MWh
Represents the sum of each power plant's renewable energy
generation during the reporting period, cumulatively or for the
quarter. The aggregate renewable energy generation presented
represents TLEI's proportion, based on economic interest owned or
committed to be owned from the date of commitment, in each
investment for the year-to-date period. Therefore, it includes 40%
of the electricity generated by NISPI's three solar plants and 43%
of SolarArise's six operating solar plants for the six-month period
ended 30 June 2022 and 57% of SolarArise's renewable energy
generation for the period from commitment on 20 June 2022 to 30
June 2022.
Emissions avoided - CO(2) e tonnes
Represents the sum of emissions avoided by each power plant
during the reporting period, cumulatively or for the quarter.
Emissions avoided is calculated by applying a relevant local or
national grid operating margin grid emission factor to the
renewable energy generated by each power plant as defined above.
The relevant factor in the Philippines is 0.7122 extracted from the
Luzon-Visayas Grid 2015-2017 as published by the Department of
Energy in the Philippines. The relevant factor in India is 0.96
extracted from India Grid FY2019-20 as published by the Central
Electricity Authority of India.
Energy security - people provided with electricity
Represents the sum of people provided with renewable energy by
each power plant during the reporting period, cumulatively or for
the quarter. People provided with electricity is calculated by
applying the average per capita electricity consumption in the
applicable country, apportioned for the period presented, to the
renewable energy generated. The relevant per capita consumption
rate in the Philippines is 897 KWh per annum as derived from the
2020 consumption rate as published by Statista on 1 June 2021. The
relevant factor in India is 1,161 KWh per annum derived from the
relevant quarterly consumption rate as published by the Central
Electricity Authority of India.
Employment opportunities created - full time jobs
Represents full time equivalent employees at the end of the
reporting period based on hours worked of both direct employees and
dedicated contractors. The full time jobs presented represents
TLEI's proportion, based on economic interest owned or committed to
be owned in each investment at the end of the reporting period.
Therefore, at 30 June 2022 it includes 40% of the installed
capacity of NISPI's three solar plants and 100% of SolarArise's six
operating solar plants.
Board diversity - gender and ethnicity
Represents the ratio of Directors on the relevant board who
identify as the relevant category of the numerical reporting tables
as set out in the Financial Conduct Authority's Policy Statement
22/3.
ESG assessment criteria and factors assessed prior to commitment
of investment
Represents the percentage of total investment opportunities
where the Investment Manager has completed, amongst other things, a
top-down analysis of country risks and opportunities, including
impact and ESG considerations, screening against exclusion criteria
and positive criteria, an assessment of impact and ESG factors
through investee company questionnaires and analysis and a
materiality assessment of impact and ESG matters prior to
Investment Committee consideration and commitment approval.
Alternative performance measures ("APMs")
We assess our performance using a variety of measures that are
not specified or specifically defined under IFRS. Such measures are
termed as APMs. We believe that our APMs, which are not considered
to be a substitute for or superior to IFRS measures, provide
stakeholders with additional helpful information on the performance
of the Company. It should be noted that our APMs may not be
comparable to other similarly titled measures of other
companies.
Net IPO proceeds committed
Calculated as the funds invested, or contractually committed to
be invested, at the period end as a percentage of the aggregate net
IPO funds including the consideration for the US$32.9 million
acquisition of the 43% economic interest in SolarArise which
completed on 19 August 2022.
NAV per share
Actual and illustrative NAV per share to show the impact of the
acquisition of a 43% economic interest in SolarArise as if it had
completed on 30 June 2022
30 June 2022
-------------------------------------
NAV per share Actual Illustrative
(US$'000s except as noted)
----------------------------------------- ---------- ----------- ------------
Net assets A 115,235 115,235
----------------------------------------- ---------- ----------- ------------
Fair value of 43% economic interest
in SolarArise B - 32,854
----------------------------------------- ---------- ----------- ------------
Withholding tax of the sellers,
payable by TLEI C - (2,668)
----------------------------------------- ---------- ----------- ------------
Share issue costs D - (604)
----------------------------------------- ---------- ----------- ------------
NAV E=A+B+C+D 115,235 144,817
----------------------------------------- ---------- ----------- ------------
Ordinary shares in issue F 115,393,128 115,393,128
----------------------------------------- ---------- ----------- ------------
Ordinary shares issued as consideration
for 43% economic interest in SolarArise G - 26,014,349
----------------------------------------- ---------- ----------- ------------
Ordinary shares after acquisition
of 43% economic interest in SolarArise H=F+G 115,393,128 141,407,477
----------------------------------------- ---------- ----------- ------------
I=E/H*
NAV per share (cents) 1,000 99.9 102.4
----------------------------------------- ---------- ----------- ------------
NAV total return per share
NAV total return per share represents the total return to
shareholders, being the combined effect of the rise or fall in the
NAV per share over the relevant period and any dividends paid in
the relevant period, assuming they are reinvested immediately in
the Company at the prevailing NAV per share in comparison to the
NAV per share at the IPO.
Market capitalisation
Market capitalisation is calculated as the share price as at the
reporting date closing rate, being US$1.13 per share, multiplied by
the number of ordinary shares in issue, being 115,393,128.
Annualised ongoing charges
The ongoing charges ratio measures the Company's annualised
day-to-day operating costs (excluding the costs of buying and
selling investments, any non-recurring costs and the costs of
issuing shares) as a percentage of the average published net assets
in the last 12 months. Ongoing charges are calculated in accordance
with the Association of Investment Companies recommendations and
guidance relating to calculation methodology.
The Company has published net assets at 31 March 2022, 31 May
2022 and 30 June 2022 and, therefore, an average of those values
has been taken. The Company had operating expenses from IPO and,
therefore, total recurring operating expenses reflect 6.5 months of
operating expenses which have been annualised below.
30 June 2022
------------------------------------------
Annualised ongoing charges Actual Illustrative
(US$'000s except as noted)
------------------------------------ ------------------ ------- ------------
Operating expenses A 21 21
------------------------------------ ------------------ ------- ------------
Realised foreign exchange gains B 1,370 1,370
------------------------------------ ------------------ ------- ------------
Ongoing expenses to 30 June 2022 C=A-B 1,391 1,391
------------------------------------ ------------------ ------- ------------
Annualised ongoing charges D=C/6.5*12 2,568 2,568
------------------------------------ ------------------ ------- ------------
Average net assets E 112,730 112,730
------------------------------------ ------------------ ------- ------------
Fair value of 43% economic interest
in SolarArise F - 32,854
------------------------------------ ------------------ ------- ------------
Withholding tax of the sellers,
payable by TLEI G - (2,668)
------------------------------------ ------------------ ------- ------------
Share issue costs H - (604)
------------------------------------ ------------------ ------- ------------
NAV I=E+F+G+H 112,358 142,312
------------------------------------ ------------------ ------- ------------
J=D/I, expressed
Ongoing charges ratio as a % 2.3% 1.8%
------------------------------------ ------------------ ------- ------------
Glossary and Definitions
AIC The Association of Investment Companies
---------------------- -------------------------------------------------------------------
AIFM Alternative Investment Fund Manager
---------------------- -------------------------------------------------------------------
APMs Alternative performance measures
---------------------- -------------------------------------------------------------------
CO(2) Carbon dioxide
---------------------- -------------------------------------------------------------------
CO(2) e The number of metric tonnes of CO(2) emissions with the
same global warming potential as one metric tonne of
another greenhouse gas
---------------------- -------------------------------------------------------------------
DCF Discounted cash flow
---------------------- -------------------------------------------------------------------
Directors The Directors of the Company
---------------------- -------------------------------------------------------------------
ESG Environmental, social and governance
---------------------- -------------------------------------------------------------------
EU European Union
---------------------- -------------------------------------------------------------------
Fair value The price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction
between market participants at the measurement date
---------------------- -------------------------------------------------------------------
GAV Gross asset value, being the sum of all investments held
directly or indirectly by the Company, together with
any cash and cash equivalents, determined in accordance
with the Company's accounting policies
---------------------- -------------------------------------------------------------------
GBP Great British Pound
---------------------- -------------------------------------------------------------------
GDP Gross domestic product
---------------------- -------------------------------------------------------------------
Greenhouse gases Gases in Earth's atmosphere that trap heat (they let
sunlight pass through the atmosphere, but they prevent
the heat that the sunlight brings from leaving the atmosphere),
including carbon dioxide
---------------------- -------------------------------------------------------------------
Group's GAV The sum of: (i) GAV; (ii) the aggregate borrowings of
the Company's intermediate holding companies; and (iii)
the Company's proportionate share of borrowings at the
level of its sustainable energy infrastructure assets
---------------------- -------------------------------------------------------------------
GW Gigawatts
---------------------- -------------------------------------------------------------------
Group The Company, its intermediate holding companies (if any)
and its proportionate share of any SPVs through which
it owns renewable energy infrastructure assets
---------------------- -------------------------------------------------------------------
IAS International Accounting Standard
---------------------- -------------------------------------------------------------------
IFRS UK-adopted International Accounting Standards
---------------------- -------------------------------------------------------------------
INR Indian Rupee
---------------------- -------------------------------------------------------------------
Investment Portfolio Investments held in sustainable energy infrastructure
assets in fast-growing and emerging countries in Asia
in the period and at the period end
---------------------- -------------------------------------------------------------------
IPEV International Private Equity and Venture Capital
---------------------- -------------------------------------------------------------------
IPO Initial public offering, being 14 December 2021, the
date on which the Company's shares were admitted to trading
on the London Stock Exchange
---------------------- -------------------------------------------------------------------
KPI Key performance indicator
---------------------- -------------------------------------------------------------------
KWh Kilowatt hour
---------------------- -------------------------------------------------------------------
Main Market London Stock Exchange's main market for listed securities
---------------------- -------------------------------------------------------------------
MW Megawatts
---------------------- -------------------------------------------------------------------
MWp Megawatts of electricity generated in the form of direct
current
---------------------- -------------------------------------------------------------------
MWh Megawatt hour
---------------------- -------------------------------------------------------------------
NAV per share the net assets of the Company divided by the number of
ordinary shares in issue
---------------------- -------------------------------------------------------------------
Net Zero Cutting greenhouse gas emissions to as close to zero
as possible, with any remaining emissions re-absorbed
from the atmosphere, for instance by oceans and forests
---------------------- -------------------------------------------------------------------
NISPI Negros Island Solar Power Inc
---------------------- -------------------------------------------------------------------
Offtake agreement An agreement between the project company and the party
buying the energy or related products that the project
will produce and deliver over time
---------------------- -------------------------------------------------------------------
PHP Philippine Peso
---------------------- -------------------------------------------------------------------
PPA Power purchase agreement
---------------------- -------------------------------------------------------------------
PV Photovoltaic
---------------------- -------------------------------------------------------------------
SDGs United Nations Sustainable Development Goals
---------------------- -------------------------------------------------------------------
SFDR Regulation (EU) 2019/2088 of the European Parliament
and of the Council of 27 November 2019 on sustainability-related
disclosures in the financial services sector
---------------------- -------------------------------------------------------------------
SolarArise SolarArise India Projects Private Limited
---------------------- -------------------------------------------------------------------
SPV Special purpose vehicle, owned in whole or in part by
the Company or one of its intermediate holding companies
which is used as the project company for the acquisition
and holding of a sustainable energy infrastructure asset
---------------------- -------------------------------------------------------------------
ThomasLloyd ThomasLloyd Group Limited and its subsidiaries, including
Group the Investment Manager but not including TLEI
---------------------- -------------------------------------------------------------------
ThomasLloyd/Investment ThomasLloyd Global Asset Management (Americas) LLC, including,
Manager where appropriate, its associates in the ThomasLloyd
group of companies (which does not include TLEI)
---------------------- -------------------------------------------------------------------
TLEI/Company ThomasLloyd Energy Impact Trust PLC
---------------------- -------------------------------------------------------------------
TLEI Holdings TLEI Holdings Limited
---------------------- -------------------------------------------------------------------
Total return The total return to shareholders, being the combined
effect of (i) the rise or fall in the NAV per share or
share price over the relevant period and (ii) any dividends
paid in the relevant period and assuming they are reinvested
immediately in the Company at the prevailing NAV per
share or share price
---------------------- -------------------------------------------------------------------
US$ US Dollar
---------------------- -------------------------------------------------------------------
Shareholder Information
Share prices and NAV information
The Company's ordinary shares are traded in both US Dollars and
Great British Pounds on the London Stock Exchange's main market and
its share price share price is quoted in US$ and GBP and is
available on the London Stock Exchange's website.
www.londonstockexchange.com/stock/TLEI/thomaslloyd-energy-impact-trust-plc/company-page
US$ GBP
------------ ------------ ------------
SEDOL number BLBJFZ2 BL5BF76
ISIN number GB00BLBJFZ25 GB00BLBJFZ25
------------ ------------ ------------
Ticker TLEI TLEP
------------ ------------ ------------
The Company announces its NAV quarterly. These and other Company
announcements are available on the London Stock Exchange's website,
as well as via Reuters, Bloomberg and other news services and on
the Company's website.
https://tlenergyimpact.com/investor-information/regulatory-news-rns/
Financial calendar
30 June 2022 Half-year end 2022
---------------- ---------------------------------------
7 September 2022 Announcement of half-year 2022 results
---------------- ---------------------------------------
November 2022 Announcement of September 2022 NAV
---------------- ---------------------------------------
31 December 2022 Year end 2022
---------------- ---------------------------------------
March 2023 Announcement of December 2022 NAV
---------------- ---------------------------------------
April 2023 Publication of Annual Report 2022
---------------- ---------------------------------------
Expected dividend timetable
Second quarter Third quarter
dividend dividend
------------------------------- -------------- -------------
Announcement date 7 September 10 November
2022 2022
Ex-dividend date 15 September 17 November
2022 2022
Record date 16 September 18 November
2022 2022
Last date for currency election 20 September 21 November
2022 2022
Currency announcement date 22 September 23 November
2022 2022
Payment date 30 September 02 December
2022 2022
------------------------------- -------------- -------------
The Company pays dividends quarterly. Dividends are declared in
and by default payable in US Dollars, but the Company offers
shareholders the option to receive the dividends in either Great
British Pound or Euro as an alternative.
Annual and Interim Reports and other Company information
Copies of the Company's interim and annual reports are or will
be available from the Company Secretary. Copies are or will also be
available on the Company's website ( https://www.tlenergyimpact.com
), together with the quarterly factsheet published by the
Investment Manager and other information.
Share transactions
The Company's shares may be dealt in directly through a
stockbroker or professional advisor acting on an investor's behalf,
and through certain online trading platforms as detailed on the
Company's website.
Cautionary Statement
The Interim Report and the Company's website may contain certain
'forward-looking statements' with respect to the Company's
financial condition, results of its operations and business, and
certain plans, strategies, objectives, goals and expectations with
respect to these items and the markets in which the Company
invests. Forward-looking statements are sometimes, but not always,
identified by their use of a date in the future or such words as
'aims', 'anticipates', 'believes', 'estimates', 'expects',
'intends', 'targets', 'objective', 'could', 'may', 'should', 'will'
or 'would' or, in each case, their negative or other variations or
comparable terminology.
Forward-looking statements are not guarantees of future
performance. By their very nature forward-looking statements are
inherently unpredictable, speculative and involve risk and
uncertainty because they relate to events and depend on
circumstances that will occur in the future. Many of these
assumptions, risks and uncertainties relate to factors that are
beyond the Company's ability to control or estimate precisely.
There are a number of such factors that could cause the Company's
actual investment performance, results of operations, financial
condition, liquidity, dividend policy and financing strategy to
differ materially from those expressed or implied by these
forward-looking statements. These factors include, but are not
limited to: changes in the economies and markets in which the
Company operates; changes in the legal, regulatory and competition
frameworks in which the Company operates; changes in the markets
from which the Company raises finance; the impact of legal or other
proceedings against or which affect the Company; changes in
accounting practices and interpretation of accounting standards
under IFRS; and changes in power prices and interest and exchange
rates.
Any forward-looking statements made in the Interim Report or the
Company's website, or made subsequently, which are attributable to
the Company, or persons acting on its behalf (including the
Investment Manager), are expressly qualified in their entirety by
the factors referred to above. Each forward-looking statement
speaks only as of the date it is made. Except as required by its
legal or statutory obligations, the Company does not intend to
update any forward-looking statements.
Nothing in the Interim Report or the Company's website should be
construed as a profit forecast or an invitation to deal in the
securities of the Company.
Company Information
Registered office Directors
The Scalpel, 18th Floor Sue Inglis (Chair)
52 Lime Street Kirstine Damkjær
London EC3M 7AF Mukesh Rajani
United Kingdom Clifford Tompsett
Registered number: 13605841 (All non-executive and independent)
Website: https://tlenergyimpact.com
------------------------------------ ------------------------------------
Investment Manager AIFM
ThomasLloyd Global Asset Management Adepa Asset Management S.A. R.C.
(Americas) LLC B0114721
427 Bedford Road 6A, Rue Gabriel Lippmann
Pleasantville L-5365 Schuttrange-Munsbach
New York 10570 Grand Duchy of Luxembourg
United States of America
------------------------------------ ------------------------------------
Administrator and Company Secretary Registrar
JTC UK Limited Computershare Investor Services
The Scalpel, 18th Floor PLC
52 Lime Street The Pavilions
London EC3M 7AF Bridgwater Road
United Kingdom Bristol BS13 8AE
United Kingdom
------------------------------------ ------------------------------------
Independent Valuer Independent Auditor
Duff and Phelps, a Kroll company Deloitte LLP
The Shard 1 New Street Square
32 London Bridge Street London EC4A 3HQ
London SE1 9SG United Kingdom
United Kingdom
------------------------------------ ------------------------------------
Sponsor and Corporate Broker Depositary
Shore Capital and Corporate Limited INDOS Financial Limited
Cassini House 54 Fenchurch Street
57-58 St. James's Street London EC3M 3JY
London SW1A 1LD United Kingdom
United Kingdom
------------------------------------ ------------------------------------
Legal Advisor Bank
Herbert Smith Freehills LLP Barclays Bank plc
Exchange House 1 Churchill Place
Primrose Street London E14 5HP
London EC2A 2EG United Kingdom
United Kingdom
------------------------------------ ------------------------------------
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IR KZGGLKNNGZZG
(END) Dow Jones Newswires
September 07, 2022 02:01 ET (06:01 GMT)
Thomaslloyd Energy Impact (LSE:TLEP)
과거 데이터 주식 차트
부터 12월(12) 2024 으로 1월(1) 2025
Thomaslloyd Energy Impact (LSE:TLEP)
과거 데이터 주식 차트
부터 1월(1) 2024 으로 1월(1) 2025
