24 June 2024
Triple Point Energy Transition
plc
("TENT" or the "Company" or, together with its
subsidiaries, the "Group")
RESULTS FOR THE YEAR ENDED 31 MARCH
2024
The Board of Triple
Point Energy Transition plc (ticker: TENT),
announces its audited results for the year ended 31 March
2024.
|
31 March
2024
|
31 March
2023
|
Net asset value ("NAV")
|
£86.7
million
|
£99.4
million
|
NAV per share
|
86.66
pence
|
99.44
pence
|
Dividend declared per
share
|
5.50
pence
|
5.50
pence
|
Total NAV return[1]
|
(7.3)%
|
9.2%
|
Cash dividend cover
ratio1 [2]
|
1.04x
|
1.2x
|
Fully invested portfolio
valuation
|
£83.4
million
|
£90.1
million
|
Company Wind-Down
·
As the broader market environment became increasingly
challenging for investment trusts, the Company continued to grapple
with trading at a deep discount to NAV. In light of
this, and considering shareholder feedback, at the end of 2023 the
Board commissioned a third-party review of the Company's strategic
options, and concluded that an orderly wind-down of the Company was
the best course, both financially and in terms of
optimising shareholder value
o The wind-down
proposals subsequently put to shareholders included a renegotiated
Investment Management Agreement which aligns the Investment
Manager's interests with those of shareholders in the context of
the wind-down
·
On 22 March 2024, the wind-down proposals received almost
unanimous support from shareholders who voted at the General
Meeting
·
As at the date of this announcement, the Group has realised
£61.6 million through the disposal of the Boxed LED Facility, the
BESS Portfolio and the CHP Portfolio, as well as the repayment of
the Innova Development Debt Facility, in aggregate representing
52.2% of Gross Asset Value as at 31 March 2024
o Disposals to
date have realised 92% of the value of those investments
o The only
disposal below par was the CHP Portfolio, which has been refinanced
for a total of £17.5 million, comprising £14.5 million
which has been received and £3 million which is receivable in three
instalments in September 2024, June 2025 and September 2026,
against the £23.1 million outstanding. This reflects
the deterioration in the credit standing of the onsite counterparty
since the interim results
·
Following the disposal of the BESS Portfolio, the proceeds
were used to repay the Group's Revolving Credit Facility ("RCF") in
full and cancel it on 19 April 2024
·
The remaining assets to be realised are the Hydroelectric
Portfolio and the remaining LED receivables finance facility - both
are being actively marketed
Dividend forecast and return of proceeds
Given the prompt progress of the
realisation of assets, it is the current intention of the Company
to make a dividend payment for the quarter ending
30 June 2024 of 1.375 pence per share, which
is consistent with prior dividends paid. Future dividend payments
will be evaluated on a quarterly basis, taking into account the
payout level required for investment trust status, the progress of
asset realisations and overall profitability for the period from
the remaining income generating assets.
It is also the intention to make
an interim return of capital to shareholders in the current
financial year, after the disposal of the Hydroelectric Portfolio
and in advance of the anticipated members' voluntary
liquidation.
Financial Highlights
·
The NAV declined 12.8% to 86.66 pence per share as at 31
March 2024 (31 March 2023: 99.44 pence per share)
resulting in a total NAV return of negative 7.3% for year ended 31
March 2024 (31 March 2023: 9.2%). This decline was
predominantly driven by the fair value revaluation of the
investment portfolio reflecting the increased discount rate applied
to the Hydroelectric Portfolio and the impairment of the CHP
Portfolio loans
·
Dividends declared in respect of the year ended 31 March 2024
totalled 5.50 pence per Ordinary Share, covered 1.04x by operating
cashflow (net of expenses and finance costs for TENT and TENT
Holdings, the Company's wholly owned subsidiary, but excluding one
off expenditure such as wind-down expenses)
o Equivalent to
a dividend yield of 8% on the share price at 31 March
2024
·
At 31 March 2024, the Group had cash balances of £7.8 million
(31 March 2023: £11.2 million) and had drawn £25.4 million of the
RCF in TENT Holdings
o As noted
above, the RCF was subsequently repaid in full and cancelled on 19
April 2024
Operational Highlights
·
The Hydroelectric Portfolio generated a total of 16,960MWh
over the year, c. 15% below the long-term generation forecast
(P50). This was primarily due to:
o
lower-than-average rainfall in Scotland over the period
(which does not impact the long-term forecast); and
o two
breakdowns at different sites which have subsequently been repaired
and in respect of which insurance claims have been made
·
The construction of the portfolio of BESS assets progressed
in line with expectations:
o The
operational 20MW asset at Oldham operated at high
availability
o Gerrards
Cross site moved into commissioning and testing at the end of the
period
o Two further
BESS assets under construction, Newport (20MW/40MWh)
and Auchteraw (50MW/100MWh), are due to be commissioned later this
year
o The assets
now benefit from a generation licence, allowing the optimiser to
trade efficiently into all available markets
·
The CHP energy service centre companies' operational and
power generation performances were in line with forecast for FY24
on the heat export side and slightly below forecast on the power
export side due to a temporary power export curtailment at one site
over the summer. While all debt payments and covenants were met
during the year, the aged debtors of Harvest, Glasshouse and Spark
Steam increased, as a function of the deterioration in the credit
quality of the on-site tomato grower.
John Roberts, the Company's Chair, commented:
"FY24 was another year of robust underlying
performance from TENT's diversified portfolio of assets as
illustrated by the 1.04x cash dividend cover. Looking ahead,
however, our primary goal is to continue the strong progress
already made in completing our orderly wind-down in a timely
fashion and with diligence. We aim to optimise the value realised
from our remaining assets, with the objective of concluding the
disposals efficiently and responsibly, and returning value to
shareholders."
For further
information, please contact:
Triple Point
Investment Management LLP
Jonathan Hick
Christophe Arnoult
Chloé Smith
|
+44 (0) 20
7201 8989
|
J.P. Morgan
Cazenove (Corporate Broker)
William Simmonds
Jérémie Birnbaum
|
+44 (0) 20
7742 4000
|
Akur Limited
(Financial Adviser)
Tom Frost
Siobhan Sergeant
|
+44 (0) 20
7493 3631
|
LEI: 213800UDP142E67X9X28
Further information on the Company can be
found on its website: http://www.tpenergytransition.com/
NOTES:
The Company is an investment trust which was
established to invest in assets that support the transition to a
lower carbon, more efficient energy system and help the UK achieve
Net Zero.
The Investment Manager is Triple Point
Investment Management LLP ("Triple Point") which is authorised and
regulated by the Financial Conduct Authority. Triple Point manages
private, institutional, and public capital, and has a proven track
record of investment in energy transition and decentralised energy
projects.
On 22 March 2024, shareholders approved the
Company's proposed orderly realisation of assets. Details of future
divestments or returns of capital will be announced via a
Regulatory Information Service in due course.
You may view the Annual Report in
due course on the Company's website.
http://www.tpenergytransition.com/
Please note that page numbers in
this announcement are in reference to the Annual Report.
Strategic
Report
Chair's
Statement
Dear Shareholder,
I am pleased to present the results for Triple
Point Energy Transition plc ("TENT" or the "Company") for the year
ended 31 March 2024.
During the year, the Company has confronted a
dynamic and evolving macroeconomic landscape. Our target at launch
in 2020 was to invest prudently and to deliver attractive risk
adjusted asset total NAV returns of 7-8% per year. TENT achieved
this for the year ended 31 March 2023 by investing in a diversified
and differentiated portfolio that contributed to addressing a
variety of the challenges raised by the energy transition (see KPIs
on renewable energy generated and avoided carbon for contribution
outcomes). This year the diversified portfolio strategy has proven
robust in the face of a decline in energy market conditions, with
lower wholesale power prices compared to the previous period.
Despite these market conditions and slightly lower generation from
the Hydroelectric Portfolio, for the year ended 31 March 2024 the
Company's cash earnings have again exceeded the dividends paid
during the year, with the cash dividend cover being 1.04x
(excluding one-off costs).
As the broader market environment became
increasingly challenging for investment trusts, the Company, along
with many of our peers, continued to grapple with trading at a deep
discount to NAV. This persistent undervaluation occurred despite
our efforts to engage with the market and expand our shareholder
base. Given these market conditions, it was not possible to grow
the business through further capital raises, or other corporate
actions, meaning that TENT has not been able to achieve the scale
required to provide sufficient liquidity for our investors. The
lack of liquidity also made it harder to attract buyers for TENT
shares, meaning that the share price did not, in our view, reflect
the underlying performance of the Company and its
portfolio.
Faced with these realities, the Board, having
considered shareholder feedback, commissioned a third-party review
of the Company's strategic options. In December 2023, the Board
proposed an orderly wind-down of the Company as the best course of
action, both financially and in terms of optimising shareholder
value. This proposal, reflecting a consensus that it was necessary
to return capital to our shareholders in the most efficient manner
possible, received almost unanimous support from shareholders who
voted at the General Meeting on 22 March 2024. This decision was
not taken lightly but was seen as the best way forward in the face
of the market headwinds our sector was facing and continues to
face.
Immediately following the General Meeting
approvals, we embarked on a series of asset disposals. We enlisted
the corporate finance advisory expertise of PwC to ensure these
transactions are executed proficiently and with the best possible
outcomes for our shareholders. To date, we have exited from four
investments, representing 52.2% of our Gross Asset Value ("GAV"),
which marks substantial progress in our wind-down strategy. The
repayment of the £5 million Development Debt Facility by Innova
Renewables Limited ("Innova Facility"), followed by the disposals
of the LED receivables financing facility to Boxed Light Services
Limited ("Boxed LED Facility") and the £37.0 million debt
facility to a subsidiary of Virmati Energy Ltd
(trading as Field), to fund a portfolio of four Battery
Energy Storage Systems ("BESS") assets ("BESS Portfolio") at
their carrying values in an environment of high base rates, is seen
as a highly satisfactory outcome for shareholders. The loans to
Harvest, Glasshouse and Spark Steam (together the "CHP Portfolio")
have been refinanced for a total of £17.5 million, comprising £14.5
million which has been received and £3 million which is receivable
in three instalments in September 2024, June 2025 and September
2026, against the £23.1 million outstanding. This is a
disappointing outcome which reflects the deterioration in the
credit standing of the onsite counterparty since the interim
results. The sale of the Hydroelectric Portfolio and the remaining
LED receivables finance facility are the only outstanding assets
awaiting disposal, demonstrating the efficiency of the Board,
Investment Manager and other advisers in progressing the orderly
realisation of assets following shareholder approval.
At the General Meeting, shareholders approved
the revised Investment Management Agreement, introducing a fee
structure that aligns the management team's incentives with
shareholder interests. The new terms include a base fee based on
average market capitalisation and a success fee that depends on the
overall net realisation value achieved for shareholders, with the
aggregate fees payable to the Investment Manager capped at £1.351
million. This ensures the Investment Manager's commitment to
achieving the highest possible sale values while maintaining cost
efficiency. Further detail can be found on page 48 of the Annual
Report.
Financing
As at 31 March 2024 the Group, via its wholly
owned subsidiary, TENT Holdings Limited ("TENT Holdings"), had a
£40 million Revolving Credit Facility ("RCF") with TP Leasing
Limited ("TPLL"). The interest rate on this facility was a fixed
rate coupon of 6% pa on drawn amounts.
As at 31 March 2024, £25.4 million was drawn
under the facility (31 March 2023: £nil). The facility was utilised
to fund the BESS Portfolio, which was subsequently sold for par and
the proceeds were utilised to fully repay the RCF facility and the
RCF was then cancelled on 19 April 2024.
Dividends
The Board is pleased to confirm the dividend
in respect of the quarter to 31 March 2024 of 1.375 pence per
share, payable on or around 19 July 2024 to holders of Ordinary
Shares on the register on 5 July 2024, bringing the total annual
dividend to the target of 5.50 pence per share.
Given the prompt progress of the realisation
of assets, it is the current intention of the Company to make a
dividend payment for the quarter ending 30 June 2024 of
1.375 pence per share, which is consistent with prior dividends
paid. Future dividend payments will be evaluated on a quarterly
basis, taking into account the payout level required for investment
trust status, the progress of asset realisations and overall
profitability for the period from the remaining income generating
assets.
It is also the intention to make an interim
return of capital to shareholders in the current financial year,
after the disposal of the Hydroelectric Portfolio and in advance of
the anticipated members' voluntary liquidation.
Financial
Results
During the year, TENT reported a total loss
of £7.3 million (31 March 2023: profit of £8.8
million). The loss reported is predominately driven by the fair
value decline of £12.2 million relating to the investments in the
Hydroelectric and CHP Portfolios. Further information on financial
performance can be found on pages 74 to 100 of the Annual
Report.
The Company reported a NAV decline of
12.8%, resulting in a total negative NAV return of 7.3%. The
NAV per share was 86.66 pence per share as at 31 March 2024 (31
March 2023: 99.44 pence per share). The decline has predominately
been driven by the fair value revaluation in the investment
portfolio.
TENT has delivered a dividend of 5.50 pence
per share for the year, which was 1.04x cash dividend covered
excluding one-off costs, such as wind-down expenditure, costs
associated with the Capital Markets Day and commissions related to
new investments (31 March 2023: 1.2x excluding one-off costs such
as Premium Segment listing fees and commissions related to new
investments).
Environmental, Social and Governance
("ESG")
Since IPO, and under the previous strategy,
the Company adopted an approach to ESG that reflected the
importance of sustainability and which sought to add value to the
portfolio.
As the Company enters wind-down, the focus is
on continued efficiency of all assets and taking a responsible
approach to disposals.
In consultation with the Investment Manager,
disclosures in this report have been minimised to include only
those required for regulatory purposes and we note the decision to
no longer disclose as an Article 8 fund. The Company is aware of
the incoming Sustainability Disclosure Requirements (SDR) and
labelling rules, yet to take effect, and will apply a proportionate
approach which takes into consideration the orderly wind-down. The
Company does not anticipate applying for a label under
SDR.
The Board continues to engage on this
important topic to ensure it is treated proportionately and
appropriately in the changing context of the Company. The
Sustainability Report is set out on pages 19 to 21 of the Annual
Report.
Summary &
Outlook
Looking ahead, our primary goal is to continue
the strong progress already made in completing our orderly
wind-down in a timely fashion and with diligence. We aim to
optimise the value realised from our remaining assets, with the
objective of concluding the disposals efficiently and responsibly,
and returning value to shareholders.
On behalf of the Board, I would like to
express our appreciation for the continued support of our
shareholders through this period of transition. We have taken
significant steps to ensure the strategic decisions made during
this process are in the best long-term interests of all our
stakeholders. As we continue the orderly wind-down, we are
committed to clear and consistent communication, ensuring that you
remain informed of our progress.
John Roberts
Chair
21 June 2024
Strategy and
Business Model
Changes to
the Company's Investment Policy
At a General Meeting on 22 March 2024,
shareholders approved various resolutions including proposed
amendments to the Company's Investment Objective and Investment
Policy. The changes to the Investment Objective and Investment
Policy enable the Company to proceed with the orderly wind-down of
the Company.
Investment
Objective
To conduct an orderly realisation of the
assets of the Group, to be effected in a manner that seeks to
achieve a balance between returning cash to Shareholders promptly
and maximising value, while maintaining an income return for so
long as the Group continues to own assets generating sufficient
income.
Investment
Policy
The Company's investments will be realised in
an orderly manner, that is, with a view to achieving a balance
between returning cash to Shareholders promptly and maximising
value.
The Company may not make any new investments
save that: (a) investments may be made to honour existing
documented contractual commitments to existing portfolio companies,
as appropriate; and (b) realised cash may be invested in line with
the Company's cash management policy pending its return to
Shareholders in accordance with the Company's investment
objective.
Any return of proceeds to the Shareholders
will be subject to compliance with any existing gearing facilities
and hedging arrangements, payment of expenses and maintenance of
reserves for potential liabilities.
Notwithstanding the requirement to spread
investment risk, the Company will continue to comply with all the
requirements of the Listing Rules in order to maintain the
Company's admission to the Official List under Chapter 15 of the
Listing Rules.
Cash
management
The Company may hold cash on deposit for
working capital purposes and pending return to Shareholders and, as
well as cash deposits, may invest in cash equivalent investments,
which may include government issued treasury bills, money market
collective investment schemes, other money market instruments and
short-term investments in money market type funds ("Cash and Cash
Equivalents"). 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 a significant Cash
and Cash Equivalents position.
Any further material change to the revised
investment policy would require FCA approval and Shareholder
approval by an ordinary resolution in accordance with the Listing
Rules.
Key
Performance Indicators ("KPIs")
The Company sets out below KPIs before the
Company entered wind-down, which were used to track the performance
of the Company over time against its previous investment
objective.
The Board believes that the KPIs detailed
below were relevant in the financial year, before the Company
entered wind-down and should provide shareholders with sufficient
information to assess how effectively the Company met its
objectives.
|
|
|
|
KPI AND DEFINITION
|
RELEVANCE TO PREVIOUS
STRATEGY
|
PERFORMANCE
|
COMMENT
|
Dividends per
share (pence)[3]
Dividends paid to shareholders and
declared in relation to the year.
|
The dividend reflects the Company's ability to
deliver a low-risk income stream from the
portfolio.
|
The Company is paying a 5.50
pence per share dividend in respect of the year ended 31
March 2024 (5.50 pence per share for the year ended 31 March
2023).
|
The Company's target was to pay a dividend
of 5.50 pence per share in respect of the year to 31
March 2024, which it achieved.
|
Total NAV
return (%)[4]
NAV growth and dividends paid per share in the
year.
|
The total NAV return measure highlights the
gross return to investors including dividends paid.
|
(7.3)% (9.2% for the year to 31 March
2023).
|
Total NAV return for the year ended 31 March
2024 is negative 7.3%, which is below the target of 7%
- 8%. This reflects the reduced valuations of the CHP and
Hydroelectric Portfolios at 31 March 2024.
|
NAV per share
(pence)
NAV divided by number of shares outstanding as
at the period end.
|
The NAV per share was a measure to show how
value was being added to the Group's portfolio.
|
86.66 pence per share. (99.44 pence per share
for the year to 31 March 2023).
|
NAV of £86.7 million or 86.66
pence per share as at 31 March 2024. This reflects the reduced
valuations of the CHP and Hydroelectric Portfolios at 31 March
2024.
|
Cash dividend
cover3
4
Operational cash flow divided by dividends
paid to shareholders during the year.
|
Reflects the Company's ability to cover its
dividends from the income received in its wholly owned subsidiary,
TENT Holdings, from the portfolio companies.
|
1.04x.
|
TENT has delivered a dividend of 5.50 pence
per share for the year, which was 1.04x cash dividend covered
excluding one-off costs, such as wind-down expenditure, costs
associated with the Capital Markets Day and commissions related to
new investments (31 March 2023: 1.2x excluding one-off costs such
as Premium Segment listing fees and commissions related to new
investments).
|
Contractual
Revenue
Average percentage of underlying income
contractually underpinned for the year.
|
The revenue contractually underpinned and
received by the Group encompassing two key components: interest
payments on debt facilities and government subsidies received by
the equity investee companies.
|
100% of income received during the year was
contractually underpinned.
|
The Group has stable and predictable income
stream from interest payments and government subsidies.
|
Ongoing
Charges Ratio ("OCR")4
Annualised ongoing charges (i.e., excluding
wind-down costs and other one-off costs) divided by the average
published undiluted NAV in the period, calculated in accordance
with Association of Investment Companies guidelines.
|
Ongoing charges shows the effect of the
operational expenses incurred by the Company.
|
2.06% annualised (1.94% for the
year to 31 March 2023).
|
Company level budgets are approved annually by
the Board and actual spend is reviewed quarterly. This is a key
measure of our operational performance.
|
Avoided
emissions4
The carbon emissions avoided by the Company's
investments.
|
A measure of the Company's alignment to the
energy transition theme through CO2
emissions avoided compared to an equivalent asset.
|
20,894 tonnes CO2 avoided in the
year ended 31 March 2024 (27,112 tonnes CO2 avoided for
the year ended 31 March 2023).
|
The tCO2 avoided has decreased
compared to end of year 2023, due to continued decarbonisation of
the electricity generation mix (the reference point) and a lower
generation volume by the Hydroelectric Portfolio.
|
Gross loan to
value ("LTV")4
The proportion of our GAV that is funded by
borrowings.
|
The LTV measures the prudence of our financing
strategy, balancing the potential amplification of returns and
portfolio diversification that come with using debt against the
need to successfully manage risk.
|
29.0% (0% for the year to 31 March
2023).
|
In April 2024, the Group fully repaid and
cancelled its RCF, meaning the LTV has since reduced to
0%.
|
The Investment
Manager
Jonathan Hick has a 15-year
track record in investment in the energy transition sector, from
origination through to execution and asset management. His previous
experience was as an investment director at Armstrong Capital (and
investment management in the clean energy sector) and prior to that
companies including KPMG, Social and Sustainable Capital and PwC.
He holds a degree in Management with Chinese from Nottingham
University, a master's in finance from London Business School and
is a chartered accountant.
Christophe Arnoult joined the
Investment Manager in June 2022 as portfolio director. He is an
experienced portfolio director in the renewable energy sector
covering all major technologies and has a strong background in the
waste and bioenergy industry, ranging from operation to
development, design and construction. He was previously head of
projects at enfinium, senior asset manager at Equitix Energy
Efficiency Fund and Energy Saving Investment and delivery
coordination manager at the Cornwall Energy Recovery Centre for
Vinci.
Ariane Brunel joined the
Investment Manager as an investment director in October 2022.
Prior to that, she was an associate director in the energy team of
the European Bank of Reconstruction and Development ("EBRD") in
London. Ariane has over 12 years of experience investing in or
financing sustainable infrastructure assets internationally. She is
a graduate of ESSEC Business School (Paris &
Singapore).
Chloe Smith is the Fund Finance Director
at the Investment Manager and has over 10 years of experience in
the financial services sector. She spent 8 years at Close Brothers
responsible for the Asset Finance division Financial Control and
later Financial Planning & Analysis and Investments, before
moving to Kvika Banki, where she led the UK finance team and held a
board position for a bridging lender. Chloe is fellow of ACCA and
qualified in audit.
Investment
Manager's Report
During the initial part of the reporting
period, TENT was actively engaged in making strategic investments
aimed at enhancing the portfolio's value and generating robust
returns. Key investments, made in the period, included a £5 million
debt facility provided to Innova Renewables Limited to support
their expansion plans and the £2.3 million Boxed LED Facility.
These projects delivered stable, predictable returns
and aligned with the energy transition theme of the
Company.
TENT also reduced its commitment to the BESS
Portfolio, following a successful equity raise by Field from DIF
Capital Partners. The facility was resized from £45.6 million to
£37.0 million, secured over the assets of the four BESS assets
identified previously. This provided an opportunity for the Company
to deploy the balance into higher returning pipeline
opportunities.
As market conditions evolved and became
significantly more challenging, the Board commissioned
a third-party assessment of the Company's strategic options, which
resulted in the proposal to conduct an orderly wind-down, which was
approved by shareholders in March. In line with the strategic
direction set by the Board for the orderly wind-down, TENT amended
its Investment Objective and Policy to focus solely on the managed
disposal of assets. This marked a transition from active investment
to prioritising asset management and disposal, effectively halting
new investments unless contractually required. This strategic shift
aimed to streamline operations, manage costs, and address potential
liabilities.
Disposal
Process Update
Following the approval of the orderly
wind-down, our priority has become both managing existing
investments and preparing the portfolio for divestment, to maximise
shareholder returns.
The Board will determine the most efficient
way to return capital to shareholders as the disposals
progress. It is the current intention of the Company
to make an interim return of capital to shareholders in the current
year, following the sale of the Hydroelectric Portfolio and prior
to entering a members' voluntary liquidation.
BESS Portfolio Disposal
Significant steps in TENT's disposal strategy
included the approval by shareholders of the sale of the BESS
Portfolio to TPLL for £37.0 million, which matched its
carrying value and included accrued interest. This transaction
facilitated the full repayment and subsequent cancellation of
TENT's Revolving Credit Facility, eliminating TENT's debt
exposure.
Boxed LED Facility
Disposal
TENT successfully executed the sale of the LED
Facility to Boxed for its carrying value of £2.1 million also to
TPLL following shareholder approval, in a strategic move that
underscores TENT's ability to execute disposals adeptly under the
revised strategy.
CHP Portfolio Disposal
In June 2024, the Company
refinanced the three CHP loans, which as at 31 March 2024 had an
outstanding loan balance of £23.1 million including accrued loan
interest. The total repayment was £17.5 million, £14.5 million of
which has been received and £3 million of which is receivable in
three equal instalments in September 2024, June 2025 and September
2026. The impairment of £6.1 million reflects the increase in the
aged debtor profile of receivables from the primary heat offtaker,
as communicated in our circular to shareholders in March 2024, as
well as a narrowing of the spark spread and the reduced
attractiveness of gas fired generation assets to investors in the
energy transition.
Innova Facility
Repayment
In accordance with the terms of the loan
agreement, the Innova development loan facility was repaid in full
in March 2024.
So far, TENT has realised in excess of £61.6
million from asset disposals and exits, representing the majority
of its asset base, within 3 months of the orderly
wind-down being approved by shareholders.
Hydroelectric Portfolio
Disposal
Following detailed preparations, the
Hydroelectric Portfolio sales process formally commenced in May
2024 and the Company has been encouraged by the interest from a
diverse range of bidders, as demonstrated through the receipt of a
number of non-binding offers for the assets. The Company is
currently shortlisting a small number of bidders to take through to
the next round of the process which will require the submission of
binding offers and completion of due diligence over the next few
months.
LED Receivables Finance Facility
Disposal
TENT is exploring options for disposing of the
remaining LED receivables finance facility and is in active
discussions with a number of parties.
Portfolio
performance
CHP Portfolio
The CHP energy service centre companies
(Harvest, Glasshouse and Spark Steam) reported operational and
power generation performances in line with forecast for FY24 on the
heat export side and slightly below forecast on the power export
side due to a temporary power export curtailment at Harvest over
the summer. As a lender, rather than an equity investor, the Group
is well protected from performance variance against budget and all
debt payments in the year, falling due in July 2023 and October
2023, were met as well as the covenant tests.
Gas and electricity prices are normalising
slowly from the previously witnessed historic highs. The spark
spread - the net margin between the costs of generation and the
revenues - remains positive, however, meaning that the companies
generate gross profit from exporting electricity to the grid but at
a lower margin than in 2022/23. This increases the reliance of the
business model on the other revenue stream coming from the sale of
heat to the tomato grower on the sites.
Since the half year, the aged debtors of
Harvest, Glasshouse and Spark Steam increased, reflecting the
deterioration in the credit quality of the heat offtaker. P3P
Partners LLP is the owner of the heat offtaker and also of Harvest,
Glasshouse and Spark Steam.
Hydroelectric Portfolio
The total generation for the year ended 31
March 2024 was 16,960MWh. This is circa 15% below the long-term
generation forecast (P50). This is primarily due to
lower-than-average rainfall during the period and secondarily from
breakdowns affecting some of the sites in Q2 and Q3. The long-term
forecast remains unaffected.
The first breakdown was the result of an
isolation fault at Elementary Energy Limited in July 2023,
requiring the equipment to be taken offsite for repair. The
generator was reinstalled, and the plant restarted full production
in September 2023.
The other breakdown related to the bearing of
one of the two turbines at Ladaidh was damaged due to high
vibration detected in September 2023. The relevant components were
repaired and reinstalled with some improvements to prevent
reoccurrence of the incidents. The turbine was restarted in January
2024. The second turbine, which represents 50% of the total
installed capacity remained online during that period.
Insurance claims for both breakdowns have been
logged. The generator claim at Elementary Energy Limited has been
settled since the year end.
BESS Portfolio
During FY24, the construction of the portfolio
of BESS assets continued to progress in line with the planned
timescales. The construction of the second asset at Gerrards Cross
moved into commissioning and testing at the end of the period and
Newport (20MW/40MWh) and Auchteraw (50MW/100MWh), the last two
assets and largest of the portfolio, are due to be commissioned
later this year.
Oldham, the first asset to be commissioned,
has been operating since December 2022. In FY24 it benefitted from
high operational availability. The revenues of this asset have been
affected by the general trading headwinds faced by the industry but
performed in line with the fleet of 1h storage duration operating
in the UK. All four BESS assets now benefit from a generation
licence, allowing the optimiser to trade efficiently into all
available markets. There was a noticeable increase in revenues in
the final quarter thanks to improved access to the balancing
mechanism.
Following the year end, the BESS Portfolio was
fully divested on 19 April 2024.
LED Portfolio
The portfolio of receivable finance assets
continued to perform as per budgets with payments made on
time.
The Boxed LED Facility provided to refinance
an existing portfolio of 54 LED projects at Places for People Homes
Limited sites was sold at its carrying value of £2.1 million, to
TPLL on 28 March 2024.
The second portfolio is a £1.1 million
receivable finance facility provided to a logistics company for the
installation of LEDs at three of their sites. It is being repaid
with interest in line with its terms on a monthly basis and the
Investment Manager is actively looking for buyers.
Innova
The underlying asset base grew in value over
the life of the loan. All interest and capital repayments were
received as scheduled prior to full repayment on 26 March
2024.
Portfolio
Valuation
The Investment Manager is responsible for
conducting the fair market valuation of the Group's investments.
The Company engages Mazars LLP as an external, independent valuer
to assess the validity of the discount rates used by the Investment
Manager in the determination of fair value.
For non-market traded investments (being all
the investments in the Group), the valuation is based on a
discounted cash flow ("DCF") methodology and adjusted in accordance
with the International Private Equity Valuation ("IPEV") Guidelines
where appropriate to comply with IFRS 13, given the special nature
of portfolio investments.
The valuation of each investment within the
portfolio is determined through the application of a suitable
discount rate, which accounts for the perceived risk to the
investment's future cash flows and by applying this discount rate,
the present value of the investment's expected cash flows is
derived. The Investment Manager exercises its judgement in
assessing the expected future cash flows from each investment based
on the project's expected life and the financial model produced by
each project entity. In determining the appropriate discount rate,
the Investment Manager considers the relative risks associated with
the revenues. For the year ended 31 March 2024, the discount rates
for assets valued through the DCF methodology range from
6.5% to 8.5% pa. (31
March 2023: range from 5.6% to 8.3%).
Under circumstances where an offer is received
for an investment and the Company deems this to be fair market
value, the valuation method may change to be based on the offer
value. This can be demonstrated in the valuations of the BESS
Portfolio and also the CHP Portfolio, which are based on the offer
received to refinance these loans repaying a total of £17.5
million, £14.5 million of which has been received and
£3 million of which is receivable in three instalments in September
2024, June 2025 and September 2026.
The valuation of the portfolio approved by the
Directors as at 31 March 2024 was £83.4 million (31 March 2023:
£90.1 million).
Valuation
movements
As noted above, the deterioration in the
financial position of the tomato grower and a forecast reduction in
spark spread led to a reduction in the valuation of the CHP
Portfolio. This is reflected in the offer that was accepted in June
to refinance the loans, which represents an impairment of £6.1
million.
During the financial year, the Group deployed
the remainder of the committed debt proceeds into the BESS
Portfolio to reach the £37.0 million by 31 March 2024. The
investment is valued at par and was realised at par value in April
2024.
The valuation of the debt financing for the
receivables from the LED Portfolio has largely stayed consistent
throughout the financial year, with a small change to the portfolio
of receivables from the logistics company for the
installation of LEDs at their facilities. The discount rate has
been increased from 7.5% to 8.5% to reflect the effective discount
rate for the value realised on the Boxed LED Facility.
The discount rate used to value the
Hydroelectric Portfolio has been increased by 90bps over the period
(6.50% at 31 March 2024). The adjustment is mostly driven by the
increase of the risk-free rate, with UK gilts
increasing by 55bps since 31 March 2023 as well as an increase in
discount rates used in comparable renewable energy transactions.
Valuation movements driven by changes in power price forecast
curves and short-term inflation assumptions are shown in the
valuation bridge below.
The remaining movements in the valuation
predominantly relate to changes in operating cost assumptions in
respect of the Hydroelectric Portfolio and changes in the fair
value of TENT Holdings.
Valuation
Movement in the year to 31 March 2024 (£millions)
The opening valuation as at 31 March 2023 was
£90.1 million. When considering the in-year cash investments
through the Company's wholly owned subsidiary, the rebased
valuation was £95.5 million. Each movement between the valuation at
the start of the financial year and the rebased valuation is
considered in turn below, resulting in a closing valuation at 31
March 2024 of £83.4 million.
Power
Prices
The valuation as at 31 March 2024 applies
long-term, forward looking power prices from a leading third-party
consultant. A blend of the two most recent quarters' central case
forecasts is taken and applied, consistent with the approach
applied in previous periods. The Company adopts this approach due
to the unpredictability and fluctuations in power price forecasts.
Where fixed price arrangements are in place, the valuation model
reflects this price for the relevant time period and subsequently
reverts to the power price forecast using the methodology
described. The updated power price forecast has led to a reduction
of the valuation of the Hydroelectric Portfolio by £1.1 million in
the year ended 31 March 2024. The Company notes that the outlook
for power prices has declined in respect of the near-term time
horizon, but the long-term outlook is above the forecast published
in March 2023. The short-term dip in the power curve is mitigated
by power price hedging until March 2025. Ultimately, the
Hydroelectric Portfolio is underpinned by the Feed-in-Tariff export
rate acting as an effective floor on the price received for
electricity sales.
Inflation
During the financial period, the short-term
inflation forecasts have declined from a historic spike in 2022/23,
but the long-term inflation forecast has been revised upward
resulting to a net increase in the portfolio valuation of £0.9
million. The methodology adopted in relation to inflation, for both
RPI and CPI, follows the latest available (March 2024) Office for
Budget Responsibility forecast for the 12 months from the 31 March
2024 valuation date. Thereafter, a long-term assumption of 3.25% is
made in relation to RPI, dropping to 2.65% in 2031 to reflect the
0.60% reduction as RPI is phased out.
The Company's long-term assumption for CPI
remains at 2.25%. We also model a power curve indexation
assumption, as wholesale power prices are not intrinsically linked
to consumer prices, of 3.00% from 2031.
Discount
Rates
A range of discount rates are used when
calculating the fair value of the portfolio valuations and are
representative of the view of the Investment Manager and Board, who
benefit from Company's independent valuer's guidance. The discount
rates are indicative of the rate of return in the market for assets
with similar characteristics and risk profiles. The weighted
average discount rate of the portfolio in respect of assets valued
through the DCF methodology as at 31 March 2024 is 6.94%.
This excludes the BESS and CHP Portfolios which are held at
realisable value.
During the financial year, the discount rate
increase has caused a reduction of valuation in the Hydroelectric
Portfolio by £3.9 million. The discount rate movement is reflective
of the significant increase in gilt yields since the prior
financial year, and risk premium on the assets affecting the
realisation of the assets.
Financial
Review
The Company applies IFRS 10 and qualifies as
an investment entity. IFRS 10 requires that investment entities
measure investments, including subsidiaries that are themselves
investment entities, at fair value except for subsidiaries that
provide investment services which are required to be
consolidated.
The Company's single, wholly owned subsidiary,
TENT Holdings, is the ultimate holding company for all the
Company's investments.
At a General Meeting on 22 March 2024,
shareholders approved several resolutions, including proposed
amendments to the Company's Investment Objective and Investment
Policy. These changes allow the Company to proceed with an orderly
wind-down. As a result, while the Company remains an investment
entity measured at fair value, it will also use the IFRS5
accounting standard to recognise its investments as a current asset
held-for-sale.
NAV
The Company's NAV and investment portfolio
valuations are now calculated on a bi-annual basis on 31 March and
30 September each year. Valuations are prepared by the Investment
Manager and reviewed by Mazars LLP. The other assets and
liabilities of the Company are calculated by the Administrator. The
NAV is reviewed and approved by the Board. All variables relating
to the performance of the underlying assets are reviewed and
incorporated in the process of identifying relevant drivers of the
DCF valuation.
NAV Bridge
for the year ended 31 March 2024 (£millions)
The NAV at 31 March 2024 declined by £12.8
million (31 March 2023: increase of £3.3 million). The NAV decline
was mainly driven by the fair value adjustment of £12.2 million.
This was partly offset by investment income of £7.4 million
representing the interest and dividend income to the Company, via
TENT Holdings, the Company's wholly owned subsidiary. The Company
incurred fund expenditure of £2.5 million relating to the
investment management fees and other expenses (including £0.6
million of expenses related to the wind-down proposal circular and
other operating costs associated with asset disposals). Dividends
paid to shareholders during the year were £5.5 million.
The Group will incur additional expenses
related to winding down the Company and selling its
investments.
Operating
Results
The Company made a loss of £7.3
million during the year (31 March 2023: profit of £8.8 million),
with losses per share of 7.27 pence (31 March 2023: earnings per
share 8.81 pence).
Operating
Expenses and Ongoing Charges
The operating expenses for the year ended 31
March 2024 amounted to £2.5 million (31 March 2023:
£2.5 million), inclusive of £0.5 million of costs relating to the
managed wind-down of the Company.
During the majority of the financial year the
management fee was calculated as 0.9% of the NAV.
At the Company's General Meeting on 22 March
2024, shareholders approved amendments to the Investment Management
Agreement on the terms summarised in Part I of the Circular sent to
shareholders on 5 March 2024. Further detail on the terms of the
new Investment Management Agreement can be found on page 48 of the
Annual Report.
The Company's OCR is 2.06% (31
March 2023: 1.94%), which excludes one-off costs such as wind-down
expenditure. The primary factor contributing to the increase is the
decline in the Company's NAV. The ongoing charge ratio has been
calculated as an annualised ongoing charge (excluding one-off costs
such as wind-down expenditure), divided by the average Net Asset
Value in the period. With the exception of the management fee, the
operating expenses of the Company are predominantly fixed and
predetermined.
Cash Dividend
Cover
The Company measures dividend cover on a look
through basis, by consolidating the income and operating expenses
of its sole wholly owned subsidiary, TENT Holdings. The below table
summarises the cash income, cash expenses and finance costs
incurred by the Company and TENT Holdings in the financial year
ended 31 March 2024, excluding one-off costs. The cash flow
statement for the Company alone does not capture the total income
and expenses of the Group as the interest income, financing costs
and further expenses are received and paid for by TENT
Holdings.
In the year, the Company has delivered a cash
dividend cover of 1.04x (2023: 1.2x). It is important
to note that this calculation excludes one-off costs, such as
wind-down expenditure, costs associated with the Capital Markets
Day and commissions related to new investments (31 March 2023: 1.2x
excluding one-off costs such as Premium Segment listing fees and
commissions related to new investments).
The below table outlines the cash income and
expenditure of the Company and its wholly owned subsidiary TENT
Holdings:
|
|
31 March 2024
£millions
|
|
|
|
|
|
Consolidated cash income
|
|
7.2
|
|
Consolidated operating Cash Expenses and
Finance Costs (excluding costs relating to wind-down)
|
|
(1.5)
|
|
Net consolidated cash income
|
|
5.7
|
|
Dividends paid per Statement of Changes in
Equity
|
|
(5.5)
|
|
|
|
|
|
Cash dividend
cover
|
|
1.04x
|
|
Gearing and
Liquidity
At the year ended 31 March 2024, the Group had
cash balances of £7.8 million (31 March 2023: £11.2
million).
The Group's borrowing position, via an RCF in
TENT Holdings, at 31 March 2024 was £25.4 million. This facility
was fully repaid in April 2024 and subsequently
cancelled.
Summary
Outlook
It has been a challenging year for investment
trusts operating in the energy transition space, given the listed
marketplace conditions, and TENT has not been immune from that.
Wider energy market conditions have also been challenging given the
lower wholesale power market prices, against a backdrop of higher
base rates. Despite that, the TENT portfolio delivered a fully cash
covered dividend (excluding one-off costs), reflecting the highly
cash generative assets and the diversified approach across our
three target segments. This follows on from the robust results we
announced a year ago.
The wider market backdrop however led the
Board, supported by the Investment Manager, to determine that the
best course of action was to recommend a managed wind-down to
shareholders during the period, and we were pleased with the near
unanimous support for this strategy. Our focus has been to execute
on asset realisations in a timely fashion whilst securing best
value for shareholders. The progress made in disposing of 52.2% of
the assets by GAV within three months of the wind-down being
approved shows that we are delivering on that commitment, and with
a number of offers being received in respect of the Hydroelectric
Portfolio, we remain confident of exiting the remaining assets over
the course of the current financial year.
Jonathan Hick
TENT Fund Manager
21 June 2024
Sustainability
Report
The Investment Manager is committed to
upholding good practice in relation to environmental, social and
governance actions.
For example, the Investment Manager has been a
signatory to the United Nations' Principles for Responsible
Investing ("PRI") since 2019.
In addition, the Investment Manager is a
certified B Corp which formalises its consideration of and
commitment to take into consideration how actions will impact
society and the environment alongside achieving desired financial
outcomes.
The assets held by the Company were selected
against a range of requirements including the Company's alignment
to the energy transition theme. Asset performance relative to this
theme has been tracked through the measures of avoided carbon
and/or renewable energy generation.
The overall TENT portfolio generated 16,960
MWh of renewable energy and avoided 20,894 tonnes of CO2
in the year ended 31 March 2024.
The table below breaks down this data by each
asset, owned at the time of reporting.
|
|
Avoided carbon for reporting
period
|
Renewable energy
generation
for reporting period
|
|
|
tCO2e
|
MWh
|
|
|
2023
|
2024
|
2023
|
|
2024
|
CHP
|
Harvest
|
5,396
|
5,891
|
/
|
|
/
|
|
Glasshouse
|
7,900
|
6,232
|
/
|
|
/
|
|
Spark Steam
|
4,802
|
2,791
|
/
|
|
/
|
Hydroelectric
|
|
8,865
|
5,821
|
18,965
|
|
16,960
|
BESS
|
|
-10
|
12
|
/
|
|
/
|
Lighting
|
|
158
|
147
|
/
|
|
/
|
The tCO2 avoided has decreased
compared to end of year 2023, due to continued decarbonisation of
the electricity generation mix (the reference point) and a lower
generation volume by the Hydroelectric Portfolio, noting real time
flow data is captured for the Hydroelectric Portfolio.
On behalf of the Company, the Investment
Manager has sought to ensure responsible operations in all assets
which are tracked through a range of operational environmental,
social and governance metrics. The table below details outcomes per
asset for the year.
|
|
Environmental
|
Social
|
Governance
|
|
|
Environmental Incidents
|
H&S incidents (RIDDOR/ NON
RIDDOR)
|
Modern Slavery Policy in place
|
Local employment
|
Apprenticeships
|
H&S policy review audit
|
Gender Diversity of SPV directors
|
O&M contractors review/ audit
|
CHP Portfolio
|
Harvest
|
Unreported by Borrower
|
Unreported by Borrower
|
Unreported by Borrower
|
Unreported by Borrower
|
Unreported by Borrower
|
Unreported by Borrower
|
Unreported by Borrower
|
Unreported by Borrower
|
|
Glasshouse
|
Unreported by Borrower
|
Unreported by Borrower
|
Unreported by Borrower
|
Unreported by Borrower
|
Unreported by Borrower
|
Unreported by Borrower
|
Unreported by Borrower
|
Unreported by Borrower
|
|
Spark Steam
|
Unreported by Borrower
|
Unreported by Borrower
|
Unreported by Borrower
|
Unreported by Borrower
|
Unreported by Borrower
|
Unreported by Borrower
|
Unreported by Borrower
|
Unreported by Borrower
|
Hydroelectric Portfolio
|
|
0
|
0
|
Yes
|
Yes
|
2
|
Annually
|
No
|
No
|
BESS Portfolio
|
Oldham
|
0
|
0
|
Yes
|
-
|
-
|
Yes
|
1
|
Yes (tender stage)
|
|
Gerrards Cross
|
1
|
0
|
Yes
|
-
|
-
|
Yes
|
1
|
Yes (tender stage)
|
Lighting
|
LED project
|
N/A
|
N/A-
|
N/A-
|
N/A-
|
N/A-
|
N/A-
|
N/A-
|
N/A-
|
|
|
|
|
|
|
|
|
|
|
| |
In the operational ESG performance provided
there is no notable change to outcomes compared to the previous
year. The CHP Portfolio has chosen not to report the requested
data. The Investment Manager's portfolio manager has been in close
contact with the CHP Portfolio team throughout the year. The LED
Project reporting is provided on the installer, who has not acted
on behalf of the Company during the year and therefore data has not
been disclosed.
Viability Statement
The Directors, with the support of the
Investment Manager, have carried out a robust assessment of the
emerging and principal risks facing the Group that would threaten
its business model, future performance, solvency or
liquidity.
The Board normally conducts a going concern
and viability review, however following the results of
the General Meeting on 22 March 2024 where shareholders
approved the managed wind-down, the Company is no longer a going
concern and therefore a viability statement has been prepared for a
period of three years from the balance sheet date as developments
are considered to be reasonably foreseeable over this period. A
period of three years is deemed appropriate as this aligns with the
final contractual payment due from the CHP deferred consideration.
Furthermore, if the sale of the Hydroelectric Portfolio is delayed
beyond the next financial year, the three-year period should offer
sufficient time to complete the disposal of the full portfolio and
complete the liquidation process. The Board considers that the
Group will remain viable until the point at which its assets are
fully sold, and the voluntary liquidation
is completed.
In making the viability assessment, the Board
and Investment Manager have taken the following factors into
consideration:
·
the nature and liquidity of the remaining Company
portfolio (long-term, revenue generating Investments);
·
the sales process currently underway to realise
the remaining investments;
·
the potential impact of the principal risks and
uncertainties;
·
operating expenditure, particularly the costs
associated with the orderly wind-down process; and
·
future dividends.
The viability analysis has been
prepared on the assumption that the Group's remaining investments,
comprising of debt investments and the Hydroelectric Portfolio, are
fully operational with economic lives well in excess of the
expected wind-down period, the voluntary liquidation and the
three-year viability review period. The Group benefits from
long-term cash flows and a set of risks that can be identified and
assessed. The loan investments contribute a fixed return, and the
Hydroelectric Portfolio contributes returns based on its upward
only RPI linked revenue flow under a UK government arrangement. The
Hydroelectric Portfolio also benefits from fixed price PPAs, with
institutional counterparties, until the end of FY25. Forecast
revenues thereafter are subject to wholesale power prices whose
levels are based upon qualified independent forecasts. The projects
are each supported by detailed financial models.
The Board is satisfied that, prior
to their anticipated sale, the underlying investments held will
continue to be cash generative enabling the Group to meet all
financial obligations. Furthermore, the Group holds sufficient cash
reserves with a total cash balance of £18.7million at 31 May 2024,
which is deemed sufficient to support the Group during the managed
wind-down period and under a stressed scenario during the review
period. The sale proceeds will add to the available cash
resources.
The Directors believe that the
Company is well placed to manage its business risks successfully.
Based on the results, the Board confirms that, taking into account
the Company's current position and subject to the principal risks
faced by the business, the Company will be able to meet its
liabilities as they fall due for a period of at least three years
from the balance sheet date, notwithstanding that the Group is
currently undergoing a managed wind-down and expects to enter
voluntary liquidation in this timeframe.
Board
Approval of the Strategic
Report
The Strategic Report has been approved by the
Board of
Directors and signed
on its behalf
by the Chair.
John Roberts
Chair
21 June 2024
Statement of
Comprehensive Income
For
the year ended 31 March 2024
|
|
Year Ended
31 March 2024
|
Year Ended
31 March 2023
|
|
Note
|
Revenue
|
Capital
|
Total
|
Revenue
|
Capital
|
Total
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
|
Investment income
|
5
|
7,407
|
-
|
7,407
|
7,282
|
-
|
7,282
|
(Loss)/Profit arising on the revaluation of
investments
|
|
-
|
(12,163)
|
(12,163)
|
-
|
4,017
|
4,017
|
Investment
return
|
|
7,407
|
(12,163)
|
(4,756)
|
7,282
|
4,017
|
11,299
|
|
|
|
|
|
|
|
|
Investment management fees
|
4
|
648
|
216
|
864
|
662
|
221
|
883
|
Other expenses
|
6
|
1,631
|
21
|
1,652
|
1,581
|
22
|
1,603
|
|
|
2,279
|
237
|
2,516
|
2,243
|
243
|
2,486
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit/(loss)
before taxation
|
|
5,128
|
(12,400)
|
(7,272)
|
5,039
|
3,774
|
8,813
|
|
|
|
|
|
|
|
|
Taxation
|
8
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
Profit/(loss)
after taxation
|
|
5,128
|
(12,400)
|
(7,272)
|
5,039
|
3,774
|
8,813
|
|
|
|
|
|
|
|
|
Other comprehensive income
|
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
Total
comprehensive income/(loss)
|
|
5,128
|
(12,400)
|
(7,272)
|
5,039
|
3,774
|
8,813
|
|
|
|
|
|
|
|
|
Basic &
diluted earnings/(losses)
per share
(pence)
|
9
|
5.13p
|
(12.40p)
|
(7.27p)
|
5.04p
|
3.78p
|
8.81p
|
The total column of this statement is
the Income Statement of
the Company prepared
in accordance with
the requirements of the Act and in accordance
with the UK adopted international accounting standards. The
supplementary revenue return and capital columns have been prepared
in accordance with the Association of Investment Companies
Statement of Recommended
Practice (AIC
SORP).
All revenue and capital items in the above
statement derive from continuing
operations.
This
Income Statement includes
all recognised gains and losses.
The
accompanying Notes are an integral
part of this statement.
Balance Sheet
at 31 March 2024
Company
Number: 12693305
|
|
31 March
2024
|
|
|
|
31 March
2023
|
|
Note
|
£'000
|
|
|
|
£'000
|
|
|
|
|
|
|
|
Non-current
assets
|
|
|
|
|
|
|
Investments at fair value through
profit or loss
|
12
|
-
|
|
|
|
90,060
|
|
|
|
|
|
|
|
Current
assets
|
|
|
|
|
|
|
Assets held-for-sale
|
12
|
83,367
|
|
|
|
-
|
Trade and other
receivables
|
13
|
370
|
|
|
|
374
|
Cash and cash
equivalents
|
|
3,713
|
|
|
|
9,257
|
|
|
87,450
|
|
|
|
9,631
|
|
|
|
|
|
|
|
Total assets
|
|
87,450
|
|
|
|
99,691
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
liabilities
|
|
|
|
|
|
|
Trade and other
payables
|
14
|
(773)
|
|
|
|
(242)
|
|
|
(773)
|
|
|
|
(242)
|
Net
assets
|
|
86,677
|
|
|
|
99,449
|
|
|
|
|
|
|
|
Equity
attributable to equity holders
|
|
|
|
|
|
|
Share capital
|
15
|
1,000
|
|
|
|
1,000
|
Share premium
|
|
13
|
|
|
|
13
|
Special distributable
reserve
|
|
89,815
|
|
|
|
91,037
|
Capital reserve
|
|
(5,307)
|
|
|
|
7,093
|
Revenue reserve
|
|
1,156
|
|
|
|
306
|
Total
equity
|
|
86,677
|
|
|
|
99,449
|
|
|
|
|
|
|
|
Shareholders'
funds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value per Ordinary Share
(pence)
|
11
|
86.66p
|
|
|
|
99.44p
|
The statements were approved by the
Directors and authorised for
issue on 21 June
2024 and are signed
on behalf of the Board
by:
Dr John Roberts
Chair
21 June 2024
The
accompanying Notes are an integral
part of this statement.
Statement
of Changes in Shareholders' Equity
For
the year ended 31 March 2024
|
|
Issued Capital
|
Share Premium
|
Special Distributable
Reserve
|
Capital Reserve
|
Revenue Reserve
|
Total
|
|
Note
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
For year
ended 31 March 2024
|
|
|
|
|
|
|
|
Opening
balance
|
|
1,000
|
13
|
91,037
|
7,093
|
306
|
99,449
|
Issue of share
capital
|
15
|
-
|
-
|
-
|
-
|
-
|
-
|
Total comprehensive income for the
year
|
|
-
|
-
|
-
|
(12,400)
|
5,128
|
(7,272)
|
Dividends Paid
|
10
|
-
|
-
|
(1,222)
|
-
|
(4,278)
|
(5,500)
|
Balance at 31 March 2024
|
|
1,000
|
13
|
89,815
|
(5,307)
|
1,156
|
86,677
|
|
|
Issued Capital
|
Share Premium
|
Special Distributable
Reserve
|
Capital Reserve
|
Revenue Reserve
|
Total
|
|
Note
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
For year
ended 31 March 2023
|
|
|
|
|
|
|
|
Opening
balance
|
|
1,000
|
13
|
91,444
|
3,319
|
361
|
96,137
|
Issue of share
capital
|
16
|
-
|
|
-
|
-
|
-
|
-
|
Total comprehensive income for the
year
|
|
-
|
-
|
-
|
3,774
|
5,039
|
8,813
|
Dividends Paid
|
11
|
-
|
-
|
(407)
|
-
|
(5,094)
|
(5,501)
|
Balance at 31 March
2023
|
|
1,000
|
13
|
91,037
|
7,093
|
306
|
99,449
|
The capital reserve represents the
proportion of Investment Management
fees and other expenses, where
applicable, charged against capital
and realised/unrealised gains or losses on the disposal/revaluation
of investments. The unrealised element of the capital reserve is
not distributable. The special
distributable reserve was created on court cancellation of the
share premium account. The revenue, special
distributable and realised capital reserves are distributable by
way of dividend and total £85.7 million
(31 March 2023: £90.9
million).
The
accompanying Notes are an integral
part of this statement.
Statement
of Cash Flows
For
the year ended 31
March 2024
|
|
Year ended
31 March 2024
|
|
Year ended
31 March 2023
|
|
Note
|
£'000
|
|
£'000
|
|
|
|
|
|
Cash flows
from operating activities
|
|
|
|
|
(Loss)/profit before
taxation
|
|
(7,272)
|
|
8,813
|
Loss/(gain) on revaluation of investments held
for sale
|
12
|
12,163
|
|
(4,017)
|
Cash
flows from operations
|
|
4,891
|
|
4,796
|
Interest income
|
5
|
(4,459)
|
|
(3,402)
|
Interest received
|
|
3,574
|
|
2,541
|
(Increase)/Decrease in
receivables
|
13
|
99
|
|
(57)
|
Increase / (Decrease)
in payables
|
14
|
531
|
|
(170)
|
Net cash flows from operating
activities
|
|
4,636
|
|
3,708
|
Cash flows
from investing activities
|
|
|
|
|
Purchase of financial assets at fair value
through profit or loss
|
12
|
(9,229)
|
|
(9,433)
|
Loan principal repaid
|
12
|
4,549
|
|
3,339
|
Net cash flows used in investing
activities
|
|
(4,680)
|
|
(6,094)
|
Cash flows
used in financing activities
|
|
|
|
|
Issue of shares
|
15
|
-
|
|
-
|
Dividends paid
|
|
(5,500)
|
|
(5,501)
|
Net cash flows from financing
activities
|
|
(5,500)
|
|
(5,501)
|
Net decrease in cash and cash
equivalents
|
|
(5,544)
|
|
(7,887)
|
Reconciliation of net cash flow to
movements in cash and cash
equivalents
|
|
|
|
|
Cash and cash
equivalents at beginning of
year
|
|
9,257
|
|
17,144
|
Net decrease in
cash and cash equivalents
|
|
(5,544)
|
|
(7,887)
|
Cash and cash
equivalents at end of
year
|
|
3,713
|
|
9,257
|
|
|
|
|
|
The
accompanying Notes are an integral
part of this statement.
Notes to
the Financial Statements
1. Corporate
Information
The Company is incorporated and domiciled in the
United Kingdom, registered in England and Wales under number
12693305 pursuant to the Act. The registered office and principal
place of business is located at 1 King William Street, London EC4N
7AF.
On 28 October 2022, the Ordinary Shares of the
Company were admitted to the premium listing segment of the
Official List of the Financial Conduct Authority and to the Premium
Segment of the Main Market of the London Stock Exchange. Prior to
this, from the IPO, the Company's Ordinary Shares traded on the
Specialist Fund Segment of the Main Market of the London Stock
Exchange.
At the General Meeting on 22 March 2024, the
Directors proposed an orderly wind-down of the Company as the best
course of action and shareholders voted in favour of this proposal.
This proposal received almost unanimous support from the voting
shareholders. Accordingly, the Company's financial statements have
been prepared on a basis other than that of going concern. Except
for as disclosed in the following paragraphs, no further
adjustments were made in the Company's financial statements in
relation to the Company no longer being a going concern.
Additionally, the Investment Management Agreement
was restated following shareholder approval at the General Meeting,
with the amendments summarised in Part I of the Circular published
on 5 March 2024. Further details can be found on page 48 of the
Annual Report.
The Company aims to achieve its Investment Objective
by conducting an orderly realisation of the Group's assets, seeking
to balance prompt cash returns to Shareholders with value
maximisation, while maintaining an income return as long as the
Group owns assets generating sufficient income.
Following the implementation of the managed
wind-down and the new investment policy, the Company will no longer
make new investments. Furthermore, the Company is actively seeking
to dispose of its investments and has enlisted the corporate
finance advisory expertise of PwC to ensure these transactions are
executed proficiently and yield the best possible outcomes for
shareholders. Considering these events, the Company meets the
criteria for an asset held for sale under IFRS 5. This conclusion
has been reached based on the following IFRS 5 criteria:
· The
Board is committed to a plan to sell the assets.
· The
asset is available for immediate sale.
· An
active programme to locate a buyer has been initiated.
· The
sale is highly probable within 12 months of classification as held
for sale.
· Actions
related to the sale plan indicate a low likelihood of significant
changes or cancellation.
To date, three investments have been repaid or
disposed of, and PwC is actively running a disposal process to sell
the Hydroelectric Portfolio and remaining LED receivables loan
within the next 12 months.
As a result, the investments held at fair value
through profit or loss were transferred from non-current to current
as assets held-for-sale in the financial statements.
2.
Material accounting
policies
Basis
of Preparation
The financial statements, which aim to give a true
and fair view, have been prepared
in accordance with UK-adopted international
accounting standards and the applicable legal requirements of the
Companies Act 2006.
The Company prepares its financial statements
in compliance with UK-adopted International Accounting
Standards.
From 1 January 2023 IAS1 has been amended
introducing the concept Material Accounting Policy Information. The
Company has performed a review of its existing accounting policies
and updated where relevant. Other new standards coming into force
during the year and future standards that come into effect after
the year-end have not had a material impact on these financial
statements.
The Company has carried out assessment of
accounting standards, amendments and interpretations that have been
issued by IASB and that are effective for the current reporting
period. The Company has determined that the transitional effects of
the standards do not have a material impact.
The financial statements have been prepared in
accordance with the guidelines outlined in the Statement of
Recommended Practice: Financial Statements of Investment Trust
Companies and Venture Capital Trusts ("SORP") issued by the
Association of Investment Companies ("AIC") in April 2021 and to
the extent this does not conflict with IFRS. This ensures that the
financial statements are relevant and applicable to the
Company.
In line with the SORP, supplementary
information has been provided to analyse the Statement of
Comprehensive Income and distinguish between items of a revenue and
capital nature. This supplementary information is presented
alongside the total Statement of Comprehensive Income, allowing for
a comprehensive understanding of the Company's financial
performance and the breakdown between revenue and capital
activities.
The financial statements are prepared on the
historical cost basis, except for revaluation of certain financial
investments at fair value through profit or loss. The
principal accounting policies adopted are set out below and
consistently applied, subject to changes in accordance with any
amendments in IFRS.
The financial statements are presented in
sterling and all values are rounded to the nearest thousand
(£000)
The Company regularly reviews estimates and
underlying assumptions on an ongoing basis. Any revisions to
accounting estimates are recognised in the period in which the
estimates are revised and in future periods affected. The
significant estimates, judgments, or assumptions made during the
period are detailed on page 83 of the Annual Report.
Basis
of Consolidation
The sole objective of the Company, through its
subsidiary TENT Holdings, was to make investments, via
individual corporate entities. The Company typically
subscribed for equity in or issued loans to TENT Holdings in order
for it to finance its investments.
The Directors have concluded that in accordance with
IFRS 10, the Company meets the definition of an
investment entity having evaluated the criteria that need to
be met (see below). Under IFRS 10, investment entities are required
to hold subsidiaries at fair value through
the Income Statement rather than consolidate them on
a line-by-line basis, meaning TENT Holdings' cash, debt
and working capital balances are included in the fair value of the
investment rather than in the Company's assets and liabilities.
However, in substance, TENT Holdings is investing the funds of the
investors of the Company on its behalf and is effectively
performing investment management services on behalf of many
unrelated beneficiary investors. TENT Holdings Limited meets the
criteria to be classified as an independent investment entity in
accordance with IFRS 10, thereby meeting the criteria of exemption
from consolidating its subsidiaries. The Company therefore does not
consolidate its Subsidiaries.
Characteristics of an investment
entity
There are three key conditions to be met by the
Company for it to meet the definition of an investment
entity. For each reporting period, the
Directors will continue to assess whether the Company continues to
meet these conditions:
1. It obtains funds
from one or more investors for the purpose of providing these
investors with professional investment
management services;
2. It commits to its
investors that its business purpose is to invest its funds solely
for returns (including having an exit strategy for investments)
from capital appreciation, investment income or both;
and
3. It measures and
evaluates the performance of substantially all its investments on a
fair value basis.
In satisfying the second criteria, the notion of an
investment time frame is critical. An investment entity should not
hold its investments indefinitely but should have an exit strategy
for their realisation. Following the shareholders' approval to
change the Company's Investment Objective and Investment Policy at
a General Meeting on 22 March 2024, the Company is conducting
an orderly realisation of the assets of the Group, to be
effected in a manner that seeks to achieve a balance between
returning cash to Shareholders promptly and maximising value, while
maintaining an income return for so long as the Group continues to
own assets generating sufficient income
The Company's subsidiaries are therefore
measured at fair value through profit or loss in accordance with
IFRS 13 "Fair Value Measurement", IFRS 10 "Consolidated
Financial Statements", IFRS 9 "Financial Instruments" and IFRS
5 "Non-current Assets Held for Sale and
Discontinued Operations".
The Directors believe the treatment outlined
above provides the most relevant information to investors.
Financial
Instruments
Financial assets and financial liabilities
are recognised on the Company's statement of financial
position when the Company becomes a party to the contractual
provisions of the instrument. Financial assets are to be
de-recognised when the contractual rights to the cash flows
from the instrument expire or the asset is transferred, and the
transfer qualifies for de-recognition in
accordance with IFRS 9 Financial
Instruments.
Financial
assets
The Company classifies its financial assets as
either investments at fair value through profit or loss or
financial assets at amortised cost. The classification
depends on the purpose for which the financial assets are acquired.
The Investment Manager determines the classification of its
financial assets at initial
recognition.
Assets held-for-sale
A non-current asset or disposal group is classified
as held-for-sale when its carrying amount will be recovered
principally through a sale transaction. This is the case when the
asset is available for immediate sale in its present condition
subject only to terms that are usual and customary for sales of
such asset and its sale is highly probable. On initial
classification as held-for-sale, non-current assets are
reclassified as current assets.
In accordance with IFRS 5 "Non-current Assets Held
for Sale and Discontinued Operations," the Company, which is
currently in an orderly wind-down process, now classifies
Investments as current assets held-for-sale.
Investments at fair value through
profit or loss
The Company measures its investments,
through its investment in TENT
Holdings, at fair value through profit or loss.
Any changes in the fair value of the Investments are
recognised as gains or losses on investments at
fair value through profit or loss within investment
income.
Investments at fair value through profit or loss
are recognised as financial assets at fair value through
profit or loss in accordance with IFRS 9.
Investments held at fair value through profit or
loss consist of the Company's subsidiary, TENT
Holdings.
The Company's investment in TENT Holdings
comprises both equity and loan notes. The
Company measures its investment as a single class of
financial asset at fair value in accordance with IFRS 13 Fair
Value Measurement, IFRS 9 "Financial Instruments" and
IFRS 5 "Non-current Assets Held for Sale and Discontinued
Operations".
In determining the fair value, the Board will
consider any observable market transactions and will measure fair
value using assumptions that market participants would use when
pricing the asset, including any assumptions regarding risk
surrounding the transaction.
Financial assets
at amortised cost
Trade receivables, loans and other receivables that
are non-derivative financial assets and that have fixed or
determinable payments that are not quoted in an active market are
classified as "financial assets at amortised cost". Trade
receivables, loans and other receivables are measured
at amortised cost using the effective interest method,
less any impairment. They are included in current assets, following
the shareholder approval of the orderly wind-down of the Company.
The Company's financial assets held at amortised cost comprise
"trade and other receivables" and "cash and cash
equivalents" in the statement of financial
position.
Financial liabilities and
equity
Debt and equity instruments are classified as either
financial liabilities or as equity in accordance with the substance
of the contractual arrangement.
Financial
liabilities
Financial liabilities are classified as other
financial liabilities, comprising other non-derivative
financial instruments, including trade and other payables, which
are to be measured at amortised cost using the effective interest
method.
Effective interest
method
The effective interest rate is the rate that exactly
discounts estimated future cash payments or receipts through the
expected life of the financial instrument to the relevant asset's
carrying amount.
Fair value estimation for
investments at fair value
The Group's investments are not typically
traded in active markets. Fair value is calculated by discounting
at an appropriate discount rate future cash flows expected to
be received, by TENT Holdings, from the investment
portfolio. The underlying cash flows are from investments in
both equity (dividends and equity redemptions), shareholder,
inter-company and third-party loans (interest and
repayments). The valuations are based on the expected
future cash flows, using reasonable assumptions and forecasts for
revenues, operating costs, macro-level factors and an appropriate
discount rate. Under circumstances where an offer is received for
the Investment and the Company deems this to be fair market value,
the valuation method may change to be based on the offer value.
This can be demonstrated in the valuations of the BESS Portfolio
and the CHP Portfolio. The latter is based on the offer received to
refinance these debt facilities repaying a total of £17.5
million, £14.5 million of which has been received and
£3 million of which is receivable in three instalments in September
2024, June 2025 and September 2026.
The discount rates used in the valuation exercise
represent the Investment Manager's best assessment of the rate of
return in the market for assets with similar characteristics and
risk profile. The discount rates are reviewed on a regular basis
and updated, where appropriate, to reflect changes in the market
and in the project risk characteristics.
Investments, which are entered into by TENT
Holdings, are designated upon initial recognition as held at fair
value through profit or loss. Gains or losses resulting from the
movement in fair value of the investments are reflected in the
valuation of TENT Holdings and recognised in the Statement of
Comprehensive Income at each valuation point.
The Company's loan and equity investment in
TENT Holdings is held at fair value through profit or loss which is
measured by reference to the net asset value of TENT Holdings.
Gains, losses or disposal expenditure, resulting from the movement
in fair value are recognised in the Company's Statement of
Comprehensive Income at each valuation point.
For each valuation period the Company engages
external, independent and qualified valuers to assess the validity
of the forecast cash flow assumptions and discount rates used by
the Investment Manager in determination of fair value. The Board
reviews and approves the valuations following appropriate challenge
and examination.
Revenue
Recognition
Gains and losses on fair value of
investments in the income statement represent gains or losses that
arise from the movement in the fair value of the Company's
investment in TENT
Holdings.
Investment income comprises interest income and
dividend income received from the Company's subsidiary, TENT
Holdings. Interest income is recognised in the Income
Statement using the effective interest method.
Dividends from TENT Holdings are recognised
when the Company's right to receive payment has been
established.
Cash and cash
equivalents
Cash and cash equivalents comprise cash balances,
deposits held on call with banks and other short-term highly liquid
deposits with original maturities of three months or less. At 31
March 2024, the Company's cash balances were held in the Company's
bank current account.
There are no expected credit losses and
the counterparty risk is mitigated as the banking institution that
the Company holds balances with has good
credit ratings assigned by international credit rating
agencies.
Transactions and
balances
Transactions in foreign currencies are translated at
the foreign exchange rate ruling at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies
at the reporting date are translated at the foreign exchange rate
ruling at that date. Foreign exchange differences arising on
translation are recognised in
the Income Statement.
Dividends
Dividends to the Company's shareholders
are recognised when they become legally payable. In the
case of interim dividends, this is when they are paid. In the case
of final dividends, this is when they are approved by the
shareholders at the Annual General Meeting.
Fund
Expenses
Expenses are accounted for on
an accruals basis. Share issue expenses of the Company
directly attributable to the issue and listing of shares
are charged to the share premium account. The Company's
investment management fee, administration fees and all other
expenses are charged through the Income
Statement.
Capital expenses
In accordance with the Company's original
investment objective, income returns in the financial year
constitute the majority of the Company's return and therefore only
25% of the investment management fee
has been charged as a capital item within
the Income Statement.
All expenditures will be carefully assessed to
determine whether they are related to revenue or capital.
Subsequently, the expenditure will be appropriately allocated to
the respective section in the income statement.
Taxation
Under the current system of taxation in the
UK, the Company is liable to taxation on its operations
in the UK. Current tax is the expected tax payable on the taxable
income for the period, using tax rates that have been enacted or
substantively enacted at the date of the Statement of Financial
Position.
Deferred tax is the tax expected to be payable
or recoverable on temporary differences between the carrying
amounts of assets and liabilities in the financial statements and
the corresponding tax bases used in the computation of taxable
profit. Deferred tax liabilities are
generally recognised for all taxable temporary
differences and deferred tax assets are recognised to the
extent that it is probable that taxable profits will be available
against which deductible temporary differences can
be utilised. Deferred tax assets and liabilities are
not recognised if the temporary differences arise from
goodwill or from the initial recognition of other assets and
liabilities in a transaction that affects neither the tax
profit nor the accounting profit.
Deferred tax liabilities
are recognised for taxable temporary differences arising
on investments, except where the Company is able
to control the timing of the reversal of the difference and it
is probable that the temporary difference will not reverse in the
foreseeable future. Deferred tax is calculated at the tax rates
that are expected to apply in the period when the liability is
settled, or the asset is realised. Deferred tax is charged or
credited to the Income Statement except when it relates
to items charged or credited directly to equity, in which case the
deferred tax is also dealt with in equity.
Deferred tax assets and liabilities are offset
when there is a legally enforceable right to set off tax assets
against tax liabilities and when they relate to income taxes levied
by the same taxation authority and the Company intends to
settle its current tax assets and liabilities on a net
basis.
Deferred tax assets and liabilities are not
discounted.
New, revised
and amended standards applicable in the period
A number of amended standards became
applicable for the current reporting period. The Company did not
have to change its accounting policies or make retrospective
adjustments as a result of adopting these amended
standards.
The most significant of these standards are
set out below:
New standards and amendments - applicable 1
January 2023
· IFRS 17 Insurance Contracts
· Classification of Liabilities as Current or Non-current -
Amendments to IAS 1
· Disclosure of Accounting Policies - Amendments to IAS 1 and
IFRS Practice Statement 2
· Definition of Accounting Estimates - Amendments to IAS
8
· Deferred Tax related to Assets and Liabilities arising from a
Single Transaction - Amendments to IAS 12
· Sale or contribution of assets between an investor and its
associate or joint venture - Amendments to IFRS 10 and IAS
28
Forthcoming Requirements
The following standards and interpretations
had been issued but were not mandatory for annual reporting periods
ending on or before 31 March 2024:
·
Amendments to IAS 1 on classification of liabilities clarify
that liabilities are classified as either current or non-current,
depending on the rights that exist at the end of the reporting
period and amendments to Non-current Liabilities with
covenants.
·
Amendments to IFRS16 on Lease Liability in a Sale and
Leaseback
·
IAS 7 "Statement of Cash Flows" and IFRS 7 "Financial
Instruments: Disclosures (Amendment - Supplier Finance
Arrangements)"
The impact of these standards is not material
to the reported results of the Company.
Segmental
Reporting
The Chief Operating Decision Maker (the "CODM")
being the Board of Directors, is of the opinion that the Company is
engaged in a single segment of business, being investment. All
the investments are based in the UK.
The Company has no single major customer. The
internal financial information to be used by the CODM on a
quarterly basis to allocate resources, assess performance and
manage the Company will present the business as a single segment
comprising the portfolio of investments in energy
transition assets.
3. Critical accounting
estimates, judgements and
assumptions
In the application of the Company's accounting
policies, which are described
in Note 2, the Directors are
required to make judgements, estimates and assumptions about the
fair value of assets and liabilities that affect reported
amounts. It is possible that actual
results may differ from these
estimates.
The preparation of the financial statements
requires the Board to make judgements, estimates and assumptions
that affect the application of the accounting policies and the
reported amount of assets, liabilities, income and expenses.
Estimates, by their nature, are based on judgement and available
information, hence actual results may differ from these judgements,
estimates and assumptions.
The key estimates that have a significant
impact on the carrying values of underlying investments that are
valued by reference to the discounted value of future cashflows are
the useful life of the assets, the discount rates, the rate of
inflation, the price at which the power and associated benefits can
be sold and the amount of electricity the assets are expected to
produce. The sensitivity analysis of these key assumptions is
outlined in Note 12 to the financial statements, on pages 88 to 91
of the Annual Report.
For equity investments, entered into by TENT
Holdings, useful lives are based on the Investment Manager's
estimates of the period over which the assets will generate revenue
which are periodically reviewed for continued appropriateness.
Where land is leased from an external landlord, the operational
life assumed for the purposed of the asset valuations is valued at
lease expiry or end of contractual extension options. For the loan
investments the future cash flows are as per contractual maturity
of the facility.
The discount rates are subjective and
therefore it is feasible that a reasonable alternative assumption
may be used resulting in a different value. The discount rates
applied to cashflows are reviewed regularly by the Investment
Manager to ensure they are at an appropriate level. The Investment
Manager will take into consideration market transactions, of
similar nature, when considering changes to the discount rates
used. For the year end and half-year accounts, the
Company engages external, independent valuers to assess the
validity of the discount rates used by the Investment Manager in
determination of fair value.
For equity investments, by TENT Holdings, the
revenues and expenditure of the investee companies are frequently
or wholly subject to indexation and an assumption is made as to
near term and long-term rates. For debt investments, by TENT
Holdings, the cashflows are determined by reference to contractual
arrangements.
The price at which the output from the
generating equity assets is sold is a factor of both wholesale
electricity prices and the revenue received from the Government
support regimes such as the Feed in Tariffs. Future power prices
are estimated using external third-party forecasts which take the
form of special consultancy reports, which reflect various factors
including gas prices, carbon prices and renewables
deployment.
TENT Holdings' investments in unquoted
investments are valued by reference to valuation techniques
approved by the Directors and in accordance with the International
Private Equity and Venture Capital ("IPEV") Guidelines.
As noted above, the Board has concluded that
the Company meets the definition of an investment entity as defined
in IFRS 10. This conclusion involved a degree of judgement and
assessment as to whether the Company meets the criteria outlined in
the accounting standards.
4. Investment management
fees
The Company and the Investment Manager entered
into an Investment Management
Agreement on 25
August 2020.
During the majority of the financial year the
management fee was calculated as 0.9% of the NAV.
At the Company's General Meeting on 22 March
2024, shareholders approved amendments to the IMA on the terms
summarised in Part I of the Circular published to shareholders on 5
March 2024. The terms of the new IMA agreement are summarised
below:
· a
fixed retainer fee:
o equal to 0.9%
of the average market capitalisation of the Company during the
relevant month, which is payable in cash and on a monthly basis
(the "Retainer Fee"); and
· a
success fee (the "Success Fee"):
o based on the
aggregated value realised across the portfolio of assets (including
committed amounts) during the wind-down period, and calculated
using the percentage of the gross aggregated sale value of the
Group's investments, less the direct costs specifically associated
with the sale of such investments (for example, fees of
professional and legal advisers), against the value of the
investments at the time of sale based on (i) the most recent third
party reviewed published asset level NAV (in the case of equity
investments) or (ii) drawn amounts, including repayments made since
30 September 2023 (in the case of debt investments) ("Carrying
Value") (the "Percentage Value Achieved").
o The Success
Fee will be calculated using the following fee
structure:
Percentage Value Achieved
|
Success Fee
payable
(percentage of Value
Realised)
|
80% - 84.9% of Carrying Value
|
0.80%
|
85% - 89.9% of Carrying Value
|
0.90%
|
90% and above of Carrying Value
|
1.00%
|
· A
minimum Fee (defined as Success Fee plus Retainer Fee) of £1.1
million will be payable to the Investment Manager, with any
shortfall being payable upon the final asset disposal by the
Company or, if a termination event occurs before such disposal, on
the date of the termination of the Investment Management Agreement
in connection therewith.
·
The aggregate Fee payable to the Investment Manager will be
capped at £1.351 million, which reflects the maximum fee the
Investment Manager could have received under the previous fee
arrangements.
·
The new Fee arrangement has been implemented and will remain
valid until the earlier of (i) the completion of the managed
wind-down; (ii) 20 October 2025; and (iii) the termination of the
Investment Management Agreement in accordance with its
terms.
·
Any taxes applicable to the Fee will be applied as
required.
·
In the event that, prior to completion of the managed
wind-down, the Company is the subject of a takeover bid or a merger
transaction under the Takeover Code and such takeover bid or merger
transaction becomes wholly unconditional, the Company shall pay the
maximum fee of £1.351 million to the Investment Manager, less the
cumulative total of any Retainer Fees that have been paid to the
Investment Manager prior to the takeover bid or merger transaction
becoming wholly unconditional, in full settlement of all services
rendered by the Investment Manager to such date.
In the event that, prior to the completion of
the managed wind-down and the Company's expected eventual
liquidation, the Shareholders approve the cancellation of the
admission of the Ordinary Shares to the Official List and to
trading on the Main Market (the "De-Listing"), the Retainer Fee
payable by the Company will be adjusted so that it is equal to 0.9%
of the market capitalisation of the Company as at the date on which
the De-Listing becomes effective, subject to further adjustments
that may be required, including (without limitation), as a result
of any future disposals and/or capital reductions that may be
undertaken by the Company.
In the prior financial year, the Annual
Management Fee was calculated at 0.9% of Net Asset Value.
Under the terms of the old IMA agreement, the Investment Manager
must use 20% of the management fee received to acquire shares in
the Company.
The Annual Management Fee was
payable on a quarterly basis, and
Ordinary Shares were acquired by the Wider Triple Point Group on a
half-yearly basis. Any such Ordinary Shares acquired by the Wider
Triple Point Group are subject to a minimum lock-in period of 12
months.
Investment management fees paid or accrued
during the year were as
follows:
|
For the year ended
31 March 2024
|
|
For the year
ended
31 March 2023
|
|
|
|
|
|
Revenue
|
Capital
|
Total
|
|
Revenue
|
Capital
|
Total
|
|
£'000
|
£'000
|
£'000
|
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
|
Cash element
|
648
|
216
|
864
|
|
662
|
221
|
883
|
|
|
|
|
|
|
|
|
|
648
|
216
|
864
|
|
662
|
221
|
883
|
5. Investment
Income
|
For the year ended
31 March 2024
|
|
For the year ended
31 March 2023
|
|
|
|
|
|
Revenue
|
Capital
|
Total
|
|
Revenue
|
Capital
|
Total
|
|
£'000
|
£'000
|
£'000
|
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
|
Interest on cash
deposits
|
46
|
-
|
46
|
|
48
|
-
|
48
|
Interest income from
investments
|
4,413
|
-
|
4,413
|
|
3,354
|
-
|
3,354
|
Dividend income from
investments
|
2,948
|
-
|
2,948
|
|
3,880
|
-
|
3,880
|
|
7,407
|
-
|
7,407
|
|
7,282
|
-
|
7,282
|
6. Operating Expenses
|
For the year ended
31 March 2024
|
|
For the year
ended
31 March 2023
|
|
|
|
|
|
Revenue
|
Capital
|
Total
|
|
Revenue
|
Capital
|
Total
|
|
£'000
|
£'000
|
£'000
|
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
|
Investment
Management fees
|
648
|
216
|
864
|
|
662
|
221
|
883
|
|
|
|
|
|
|
|
|
Directors' fees*
|
200
|
-
|
200
|
|
200
|
-
|
200
|
Company's audit
fees:
|
|
|
|
|
|
|
|
- in respect of audit
services
|
137
|
-
|
137
|
|
109
|
-
|
109
|
- in respect of non-audit services
|
48
|
-
|
48
|
|
44
|
-
|
44
|
|
|
|
|
|
|
|
|
Premium Listing fees
|
-
|
-
|
-
|
|
547
|
-
|
547
|
Other operating
expenses**
|
1,246
|
21
|
1,267
|
|
681
|
22
|
703
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,279
|
237
|
2,516
|
|
2,243
|
243
|
2,486
|
*Directors' fees exclude employer's national
insurance contributions and travel expenses which are included as
appropriate in other operating expenses. Travel expenses for the
year ended 31 March 2024 totalled £823 (31 March 2023:
£485).
**The Company has recognised costs in relation
to the wind-down of the portfolio of investments of £0.5 million
(2023: £nil) consisting of circular related expenditure and other
general costs associated with the sales of the underlying
investments.
7. Employees
The Company had no employees during the
period.
Full detail on Directors' fees is provided in
Note 19. The Directors' fees
exclude employer's national
insurance contribution which is included as appropriate in other
operating expenses. There were no
other emoluments during the
period.
8. Taxation
Analysis of charge in the
period
|
For the year ended
|
|
For the year
ended
|
|
31 March 2024
|
|
31 March 2023
|
|
Revenue
|
Capital
|
Total
|
|
Revenue
|
Capital
|
Total
|
|
£'000
|
£'000
|
£'000
|
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
|
Corporation tax
|
-
|
-
|
-
|
|
-
|
-
|
-
|
The effective UK corporation tax rate
applicable to the Company for the period
is 25% (31 March 2023:
19%). The tax charge
differs from the charge resulting
from applying the standard rate of UK corporation tax for an
investment trust company. The
differences are explained below:
|
For the year ended
31 March 2024
|
|
For the year ended
31 March 2023
|
|
Revenue
|
Capital
|
Total
|
|
Revenue
|
Capital
|
Total
|
|
£'000
|
£'000
|
£'000
|
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
|
Profit before taxation
|
5,128
|
(12,400)
|
(7,272)
|
|
5,039
|
3,774
|
8813
|
Corporation tax at 25% (2023:19%)
|
1,282
|
(3,100)
|
(1,818)
|
|
957
|
717
|
1,674
|
Effect
of:
|
|
|
|
|
|
|
|
Capital loss/ (gain) not deductible
|
-
|
3,041
|
3,041
|
|
|
(763)
|
(763)
|
Interest distributions
|
(818)
|
-
|
(818)
|
|
(646)
|
-
|
(646)
|
Dividends received not taxable
|
(737)
|
-
|
(737)
|
|
(737)
|
-
|
(737)
|
Disallowed expenditure
|
141
|
-
|
141
|
|
108
|
-
|
108
|
Excess of allowable management
expenses
|
132
|
59
|
191
|
|
-
|
-
|
-
|
Group relief of excess management
expenses
|
-
|
-
|
-
|
|
318
|
46
|
364
|
|
|
|
|
|
|
|
|
Tax
charge for the period
|
-
|
-
|
-
|
|
-
|
-
|
-
|
The Directors are of the opinion that the
Company has complied with the requirements for
maintaining investment trust status
for the purposes of section 1158 of the Corporation Tax Act 2010.
This allows certain capital profits
of the Company to be exempt from UK
tax.
Additionally, the Company
has in the financial
year utilised the
interest streaming election which allows the Company
to designate
dividends wholly or partly as
interest distributions for UK tax purposes. Interest distributions
are treated as tax
deductions against taxable income of
the Company so that investors do not suffer double taxation on
their returns.
The Company has unrelieved excess management
expenses of £767,000 for the current year (2023: £232,000). It is
unlikely that the Company will generate sufficient taxable profits
in the future to utilise these expenses and therefore no deferred
tax asset has been recognised.
The unrecognised deferred tax asset calculated
using a tax rate of 25% amounts to £250,000 (2023:
£58,000).
The financial statements do not directly
include the tax charges for the Company's
intermediate holding company,
as TENT Holdings
is held as an investment at fair
value. TENT
Holdings is subject to
taxation in
the United Kingdom at the current
main rate of 25%.
9. Earnings per
Share
|
For the year ended
31 March 2024
|
|
For the year ended
31 March 2023
|
|
Revenue
|
Capital
|
Total
|
|
Revenue
|
Capital
|
Total
|
|
£'000
|
£'000
|
£'000
|
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
|
Profit attributable to the equity holders of
the Company (£'000)
|
5,128
|
(12,400)
|
(7,272)
|
|
5,039
|
3,774
|
8,813
|
Weighted average number of Ordinary Shares in
issue ('000)
|
100,014
|
100,014
|
100,014
|
|
100,014
|
100,014
|
100,014
|
|
|
|
|
|
|
|
|
Profit per Ordinary share (pence) - basic
and diluted
|
5.13
|
(12.40)
|
(7.27)
|
|
5.04
|
3.77
|
8.81
|
There is no difference between the weighted
average Ordinary and diluted number of
Shares.
10. Dividends and Interest
Distributions
Interim
dividends paid during year ended
31 March
2024
|
|
|
Dividend per share
pence
|
Interest distribution per share
pence
|
Total dividend £'000
|
|
|
|
|
|
|
Final quarter interim dividend for
the
year ended 31 March 2023
|
|
|
0.370
|
1.005
|
1,375
|
|
|
|
|
|
|
First quarter interim dividend for
the
year ended 31 March 2024
|
|
|
0.238
|
1.137
|
1,375
|
Second quarter interim dividend for
the
year ended 31 March 2024
|
|
|
0.307
|
1.068
|
1,375
|
Third quarter interim dividend for
the
year ended 31 March 2024
|
|
|
0.307
|
1.068
|
1,375
|
|
|
|
|
|
|
|
|
|
1.222
|
4.278
|
5,500
|
Interim
dividends declared after 31 March 2024 and not accrued in the
year
|
|
|
Dividend per share
pence
|
Interest distribution per share
pence
|
Total dividend £'000
|
|
|
|
|
|
|
Fourth quarter interim dividend for
the
year ended 31 March 2024
|
|
|
1.375
|
-
|
1,375
|
|
|
|
|
|
|
|
|
|
1.375
|
-
|
1,375
|
As at the date of this report, the Board
declared a fourth quarter interim dividend of 1.375 pence per share
with respect to the period ended 31 March 2024. The dividend is
expected to be paid on or around 19 July 2024 to shareholders on
the register on 5 July 2024 The ex-dividend date is 4 July
2024.
11. Net assets per Ordinary
share
|
|
|
|
|
31 March 2024
|
|
31 March 2023
|
|
|
|
|
Total shareholders' equity (£'000)
|
86,677
|
|
99,449
|
Number of Ordinary Shares in issue
('000)
|
100,014
|
|
100,014
|
|
|
|
|
Net
asset value per Ordinary Share (pence)
|
86.66
|
|
99.44
|
12. Assets held-for-sale
As set out
in Note 2, the Company
designates its interest in its wholly owned
direct subsidiary as an investment at fair value through profit or
loss. The investment has been re-classified at
the year-end as assets held-for-sale following the Company entering
an orderly wind-down.
Summary of
the Company's valuation is
below:
|
31 March 2024
|
|
31 March 2023
|
|
£'000
|
|
£'000
|
|
|
|
|
Fair value at start of the year
|
90,060
|
|
78,952
|
Loan advanced to TENT Holdings Limited in the
year
|
9,229
|
|
7,964
|
Shareholding in TENT Holdings Limited invested
in the year
|
-
|
|
1,469
|
Capitalised interest
|
790
|
|
997
|
Loan principal repaid
|
(4,549)
|
|
(3,339)
|
Movement in fair value of other net assets in
intermediate holding company
|
(12,163)
|
|
4,017
|
|
|
|
|
Value of
Company's investments as at end of the year
|
83,367
|
|
90,060
|
The valuation reflects the current assets
held-for-sale. In the previous financial year, these valuations
were classified as non-current assets.
Loans advanced to TENT Holdings in the year
totalled £9.2 million. The advances were made to TENT
Holdings to complete the loan investment in BESS and
LEDs.
The Company owns five shares in TENT Holdings,
representing 100% of issued share capital. The fair value of the
debt and equity investments in TENT Holdings on 31 March 2024 is
£83.4 million (31 March 2023: £90.1 million)
Capitalised interest represents interest
recognised in the income statement but not paid. This is instead
added to the loan balance on which interest for future periods is
computed. The loan from the Company to TENT Holdings, which enabled
TENT Holdings to complete investments into Harvest, Glasshouse and
Spark Steam, carry commensurate terms and repayment profiles. All
payments from the borrower and capitalised interest are in
accordance and in line with the contractual repayments with the
respective underlying facility agreements with Harvest, Glasshouse
and Spark Steam as agreed at inception.
Reconciliation of Portfolio
Valuation:
|
|
|
|
|
31 March 2024
|
|
31 March 2023
|
|
£'000
|
|
£'000
|
|
|
|
|
Portfolio Valuation
|
104,777
|
|
87,680
|
Intermediate holding company cash
|
4,102
|
|
1,982
|
Intermediate holding company debt*
|
(25,234)
|
|
329
|
Intermediate holding company net working
capital
|
(278)
|
|
69
|
Fair Value of
Company's investments as at end of the period
|
83,367
|
|
90,060
|
*At 31 March 2024, £25.4 million debt was
drawn (31 March 2023: nil). The debt balance represents the drawn
balance and the arrangement fee which is capitalised and expensed
to profit or loss under amortised cost.
Fair Value
measurements
As set out in Note 2, the Company accounts for
its interest in its wholly owned direct subsidiary, TENT Holdings,
as an investment at fair value
through profit or loss.
IFRS 13 requires disclosure of fair value
measurement by level. The level of fair value hierarchy
within the
financial assets or financial
liabilities is determined on the
basis of the lowest level input that
is significant to the fair
value measurement. Financial assets
and financial liabilities are classified in their entirety into
only one of the following 3
levels:
·
level 1 - quoted prices (unadjusted) in active markets for
identical assets
or liabilities;
·
level 2 - inputs other than quoted prices included within
Level 1 that are observable for the assets
or liabilities, either directly
(i.e. as prices) or indirectly
(i.e. derived from prices);
and
·
level 3 - inputs for assets or liabilities that are not based
on observable market data (unobservable
inputs).
The determination of what constitutes
'observable' requires significant judgement by the Company.
Observable data is considered to be market data that is readily
available, regularly distributed or updated, reliable and
verifiable, not proprietary, and provided by independent sources
that are actively involved in the relevant market.
The financial instruments held at fair value
are the instruments held by the Group in the investee companies,
which are fair valued at each reporting date. The investments have
been classified within level 3 as the investments are not traded
and contain certain unobservable inputs. The Company's investments
in TENT Holdings are also considered to be level 3
assets.
As the fair value of the Company's equity and
loan investments in TENT Holdings is ultimately determined by the
underlying fair values of the equity and loan investments, made by
TENT Holdings, the Company's sensitivity analysis of reasonably
possible alternative input assumptions is the same as for those
investments.
There have been no transfers between levels
during the period.
Valuations are derived using a discounted
cashflow methodology in line with IPEV Valuation Guidelines and
consider, inter alia, the following:
i.
due diligence findings where relevant;
ii.
the terms of any material contracts including PPAs;
iii.
asset performance
iv.
power price forecasts from leading consultants; and
v.
the economic, taxation or regulatory environment
The DCF valuation of the Group's investments
represents the largest component of GAV and the key sensitivities
are considered to be the discount rate used in the DCF valuation
and assumptions relating to inflation, energy yield and power
prices. If the Company receives an offer for an investment that is
deemed to represent fair market value and is considering accepting
it, the Company may adjust the investment valuation to reflect the
offer value.
The shareholder loan and equity investments,
in TENT Holdings, are valued as a single asset class at fair value
in accordance with IFRS 13 Fair Value Measurement.
Sensitivity
Sensitivity analysis is produced to show the
impact of changes in key assumptions adopted to arrive at the
valuation. For each of the sensitivities, it is assumed that
potential changes occur independently of each other with no effect
on any other base case assumption, and that the number of
investments in the portfolio remains static throughout the modelled
life.
The analysis below shows the sensitivity of
the portfolio value (and its impact on NAV) to changes in key
assumptions as follows:
Discount
rate
The weighted average valuation discount rate
(excludes investments held at offer value) applied to calculate the
portfolio valuation is 6.94%.
An increase or decrease in this rate by 0.5%
points has the following effect on valuation.
Discount
Rate
|
NAV per share
impact
|
-0.5%
change
|
Total portfolio
value
|
+0.5%
change
|
NAV per share
impact
|
|
pence
|
£'000
|
£'000
|
£'000
|
pence
|
|
|
|
|
|
|
Valuation - March 2024
|
1.91
|
85,281
|
83,367
|
81,605
|
(1.76)
|
|
|
|
|
|
|
Energy
yield
The table below shows the sensitivity of the
Hydroelectric Portfolio valuation to a sustained decrease or
increase of energy generation by minus or plus 5% on the valuation,
with all other variables held constant. The fair value of the
Hydroelectric Portfolio is assessed on a "P50" level of electricity
generation, representing the expected level of generation over the
long term.
A change in the forecast energy yield
assumptions by plus or minus 5% has the following
effect.
Energy
Yield
|
NAV per share
impact
|
-5%
change
|
Total portfolio
value
|
+5% change
|
NAV per share
impact
|
|
pence
|
£'000
|
£'000
|
£'000
|
pence
|
|
|
|
|
|
|
Valuation - March 2024
|
(2.90)
|
80,468
|
83,367
|
86,242
|
2.87
|
|
|
|
|
|
|
Power
Prices
The sensitivity considers a flat 10% movement
in power prices for all years, i.e. the effect of adjusting the
forecast electricity price assumptions applicable to the
Hydroelectric Portfolio down by 10% and up by 10% from the base
case assumptions for each year throughout the operating life of the
Hydroelectric Portfolio.
A change in the forecast electricity price
assumptions by plus or minus 10% has the following
effect.
Power
Prices
|
NAV per share
impact
|
-10% change
|
Total portfolio
value
|
+10% change
|
NAV per share
impact
|
|
pence
|
£'000
|
£'000
|
£'000
|
pence
|
|
|
|
|
|
|
Valuation - March 2024
|
(2.49)
|
80,880
|
83,367
|
85,818
|
2.45
|
|
|
|
|
|
|
Inflation
The Hydroelectric Portfolio's income streams
are principally subsidy based, which is amended each year with
inflation, with the remaining income being from the power price,
which the sensitivity assumes will move with inflation. Operating
expenses relating to the Hydroelectric Portfolio, typically move
with inflation, but debt payments on the shareholder loans are
fixed. This results in the portfolio returns and valuations being
positively correlated to inflation. The average long-term inflation
assumption across the portfolio is 3.00% for RPI from 2024 to 2030
(inclusive) and 2.40% thereafter, with 2.25% for CPI from 2024. The
Company models wholesale power prices inflating at 3% from 2024
onwards as power prices are not intrinsically linked to consumer
prices, unlike costs of sales and labour.
The sensitivity illustrates the effect on the
portfolio of a 0.5% decrease and a 0.5% increase from he assumed
annual inflation rates in the financial model throughout the
operating life of the portfolio.
Inflation
|
NAV per share
impact
|
-0.5%
change
|
Total portfolio
value
|
+0.5%
change
|
NAV per share
impact
|
|
pence
|
£'000
|
£'000
|
£'000
|
pence
|
|
|
|
|
|
|
Valuation - March 2024
|
(2.08)
|
81,291
|
83,367
|
85,556
|
2.19
|
|
|
|
|
|
|
13. Trade and
other Receivables
|
For the year ended
31 March 2024
|
|
For the year ended
31 March 2023
|
|
£'000
|
|
£'000
|
|
|
|
|
Prepayments
|
79
|
|
111
|
Other receivables
|
291
|
|
263
|
|
|
|
|
|
370
|
|
374
|
14. Trade and other
Payables
|
For the year ended
31 March 2024
|
|
For the year ended
31 March 2023
|
|
£'000
|
|
£'000
|
|
|
|
|
Accrued expenses
|
367
|
|
219
|
Other payables
|
406
|
|
23
|
|
|
|
|
|
773
|
|
242
|
15. Share Capital and
Reserves
For the year
ended 31 March 2024
Allotted,
issued and fully paid:
|
Number of
shares
|
Nominal value
of shares
(£)
|
|
|
|
Opening balance
as at 1
April 2023
|
100,014,079
|
1,000,140.79
|
|
|
|
Ordinary Shares of 1p each
|
-
|
-
|
|
|
|
Closing
balance of Ordinary Shares at 31 March 2024
|
100,014,079
|
1,000,140.79
|
|
|
|
|
| |
For the year
ended 31 March 2023
Allotted,
issued and fully paid:
|
Number of
shares
|
Nominal value
of shares
(£)
|
|
|
|
Opening balance
as at 1
April 2022
|
100,014,079
|
1,000,140.79
|
|
|
|
Ordinary Shares of 1p each
|
-
|
-
|
|
|
|
Closing
balance of Ordinary Shares at 31 March 2023
|
100,014,079
|
1,000,140.79
|
The Company did not issue any new shares to
the Investment Manager, under the previous Investment Management
Agreement, in the year ended 31 March 2024. Shares acquired by the
Investment Manager in the year, as required by the previous
Investment Management Agreement were purchased on the open
market.
Shareholders are entitled to all dividends
paid by the Company and, on a winding up, provided the Company
has satisfied all its
liabilities, the shareholders are entitled
to all
of the residual assets of the
Company.
16. Special Distributable
Reserve
On 19 October 2020 the
Company's Ordinary Shares were
admitted to trading on the Specialist Fund Segment of the London
Stock Exchange, the Directors applied to the Court and obtained
a judgement
on 12
January 2021 to
cancel the amount standing to the
credit of the share premium account
of the
Company.
As stated by the Institute of Chartered
Accountants in England and Wales ("ICAEW") and the Institute
of Chartered Accountants in Scotland
("ICAS") in the technical release TECH 02/17BL, the Companies
(Reduction of Share Capital) Order
2008 SI 2008/1915 ("the Order") specifies the cases
in which a reserve arising from
a reduction in a company's capital
(i.e., share capital, share premium account, capital redemption
reserve or redenomination reserve)
is to be treated as a realised profit as a matter of
law.
The Order also disapplies
the general prohibition in section
654 on the distribution of a reserve
arising from a reduction of capital.
The Order provides that if a limited
company having a share capital
reduces its
capital and the reduction is
confirmed by order of court, the
reserve arising from the reduction is treated as a realised profit
unless the court
orders otherwise.
As at the year ended 31 March 2024, the
special distributable reserve balance is £89.8 million (31 March
2023: £91.0 million).
17. Financial Risk
Management
The Company's investment activities
expose it to a variety of financial risks, including
interest rate risk, power price risk, credit risk, liquidity risk,
counterparty risk and disposal risk. The Board of Directors has
overall responsibility for overseeing the management of financial
risks, however the review and management of financial risks are
delegated to the AIFM.
Each risk and its management are summarised
below.
Interest rate
risk
Interest rate risk arises from the possibility
that changes in interest rates will affect future cash flows or the
fair values of financial instruments. The Company is exposed to
interest rate risk on its cash balances held with counterparties,
bank deposits, revolving credit facility, advances to
counterparties through loans to its subsidiary. The Company may be
exposed to changes in variable market rates of interest as this
could impact the discount rate and therefore the valuation of the
investments as well as the fair value of loans receivable. The
Company is not considered to be materially exposed to interest rate
risk so no sensitivity has been performed. Sensitivity analysis is
disclosed in Note 12 to show the impact of changes in key
assumptions adopted to arrive at the valuation of
investments.
The Company's interest and
non-interest-bearing assets and liabilities are summarised
below:
|
Interest bearing
|
Non-interest bearing
|
Total value
|
|
|
£'000
|
£'000
|
£'000
|
|
For the year
ended 31 March 2024
|
|
|
Assets:
|
63,007
|
20,360
|
83,367
|
|
Investments at fair value through profit or
loss
|
|
|
|
|
Other
receivables
|
|
291
|
291
|
|
Cash and cash
equivalents
|
3,713
|
|
3,713
|
|
Total
Assets
|
66,720
|
20,651
|
87,371
|
|
Liabilities:
|
|
|
|
|
Trade and other
payables
|
-
|
773
|
773
|
|
Total
Liabilities
|
-
|
773
|
773
|
|
|
Interest bearing
|
Non-interest bearing
|
Total value
|
|
|
£'000
|
£'000
|
£'000
|
|
For the year
ended 31 March 2023
|
|
|
Assets:
|
57,537
|
32,523
|
90,060
|
|
Investments at fair value through profit or
loss
|
|
|
|
|
Other
receivables
|
|
263
|
263
|
|
Cash and cash
equivalents
|
9,257
|
|
9,257
|
|
Total
Assets
|
66,794
|
32,786
|
99,580
|
|
Liabilities:
|
|
|
|
|
Trade and other
payables
|
-
|
242
|
242
|
|
Total
Liabilities
|
-
|
242
|
242
|
|
Liquidity
risk
Liquidity risk is the risk that the Company
may not be able to meet its financial obligations as they fall due.
The AIFM and the Board regularly
monitor forecast and actual cash flows from operating, financing,
and investing activities to consider payment of dividends,
repayment of trade and other payables or funding further investing
activities.
The Company maintains appropriate reserves
and has through TENT Holdings
established a revolving credit facility. This facility was utilised
to fund the Group's investment commitments, ensuring sufficient
liquidity to meet obligations.
At the period end,
the Company's investments,
through TENT Holdings, were in
equity and secured loan investments in private companies, in which
there is no listed market. The
Company's wholly owned subsidiary TENT Holdings,
is the
entity through which the
Company holds its investments.
The Company's financial liabilities by
maturity at the period end are shown
below:
For
year ended March 2024
|
Less than 1
year
|
1-5
years
|
More than 5
years
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
Liabilities:
|
|
|
|
|
Trade and other
Payables
|
(773)
|
-
|
-
|
(773)
|
|
|
|
|
|
For
year ended March 2023
|
Less than 1
year
|
1-5
years
|
More than 5
years
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
Trade and other
Payables
|
(242)
|
-
|
-
|
(242)
|
|
|
|
|
|
Credit
Risk
Credit risk is the risk that a counterparty of
the Group will
be unable or unwilling to meet a commitment
that it
has entered
into with
the Group. It
is a key part of the pre-investment due
diligence. The credit
standing of the
companies which the Group intends to lend
to or invest
in is reviewed, and the risk of
default estimated for each significant counterparty position.
Monitoring is on-going,
and period end
positions are reported to the Board on a quarterly
basis.
Credit risk also arises from cash and cash
equivalents, derivative financial instruments, loan investments
held through TENT Holdings and deposits
with banks and financial
institutions. The Company and its
subsidiaries may mitigate
their risk on
cash investments and
derivative transactions by only transacting with major
international financial institutions with high
credit ratings assigned by
international credit rating agencies, including investment grade
money market fund investments, this is in line with the Company's
treasury policy.
The Company
had no derivatives during the period and
the Company's cash balances were held in the Company's current
account.
To further mitigate counterparty risk, the
credit rating and key financials such as cash balance and net asset
positions, of the banking provider is reviewed on a regular
basis.
The carrying value of the investments, trade
and other receivables and cash represent
the Company's maximum exposure to credit
risk.
As at 31 March 2024, the three CHP loans
had an outstanding loan balance of £23.1 million. The
Company exited the investments for the consideration of £17.5m in
June 2024. £14.5 million has been received and £3 million is due to
be receivable in three instalments in September 2024, June 2025 and
September 2026. The impairment of £6.1 million reflects the
increase in the aged debtor profile of receivables from the primary
customer for the heat, which is a sign of the deterioration of the
credit quality of the heat offtaker as well as a narrowing of the
spark spread and the reduced attractiveness of these loan assets to
gas fired generation assets to investors in the energy
transition.
Price
Risk
Price risk is defined as the risk that the
fair value of a financial instrument held by the Group will
fluctuate. Investments are measured at fair value through profit
and loss. As at the 31 March 2024, the Company held 12 indirect
investments through its intermediary holding company, TENT
Holdings. The value of the investments held by TENT Holdings will
vary according to a number of factors including: discount rate
used, asset performance and forecast power prices. Sensitivity
analysis is disclosed in Note 12.
Capital Risk
Management
The capital structure of the Company at the
year-end consists of equity attributable to equity holders of the
Company, comprising issued capital and reserves. 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.
Market
Risk
Returns from the Company's indirect
investments are affected by the price at which the investments are
acquired or sold. The value of these investments will be a function
of the discounted value of their expected future cash flows, and as
such will vary with, inter-alia, movements in interest rates,
market prices and competition for such assets. The Investment
Manager carries out a full valuation bi-annually and this valuation
exercise takes into account such changes.
In addition, there is significant market risk
associated with selling assets and winding down a company. Market
conditions at the time of sale can greatly influence the realised
value of assets, potentially leading to lower returns than
anticipated if market prices are depressed. Furthermore, the
liquidity of certain assets may pose a challenge, as less liquid
assets could take longer to sell or may need to be sold at a
discount, further impacting the Company's ability to maximise
returns.
18. Subsidiaries
The following table shows subsidiaries of
the Group. As the Company is
regarded as an Investment Entity as referred to
in Note 2,
the subsidiaries
have not been consolidated in the
preparation of the financial
statements.
Investment
|
Place of
Business
|
Ownership interest as
at
31 March 2024
|
TENT
Holdings *
|
UK
|
100.00%
|
Achnacarry Hydro Limited**
|
UK
|
100.00%
|
Elementary Energy Limited**
|
UK
|
99.32%
|
Green Highland ALLT Choire A Bhalachain (255)
Limited**
|
UK
|
100.00%
|
Green Highland ALLT Ladaidh (1148)
Limited**
|
UK
|
100.00%
|
Green Highland ALLT Luaidhe (228)
Limited**
|
UK
|
100.00%
|
Green Highland ALLT Phocachain (1015)
Limited**
|
UK
|
100.00%
|
|
|
|
Investment
|
Place of
Business
|
Ownership interest
as at
31 March
2023
|
TENT
Holdings *
|
UK
|
100.00%
|
Achnacarry Hydro Limited**
|
UK
|
100.00%
|
Elementary Energy Limited**
|
UK
|
99.32%
|
Green Highland ALLT Choire A Bhalachain (255)
Limited**
|
UK
|
100.00%
|
Green Highland ALLT Ladaidh (1148)
Limited**
|
UK
|
100.00%
|
Green Highland ALLT Luaidhe (228)
Limited**
|
UK
|
100.00%
|
Green Highland ALLT Phocachain (1015)
Limited**
|
UK
|
100.00%
|
|
|
|
*Direct shareholding in a financial services
investment holding company.
** Indirect shareholding in an electricity
production company.
19.
Related Party
Transactions
Director's
Fees
The amounts incurred in respect of Directors'
fees during the period to 31 March 2024 was £200,000 (31 March
2023: £200,000). These amounts have been fully paid at 31 March
2024. The amounts paid to individual directors during the period
were as follows:
|
For the year ended
31 March 2024
|
|
For the year ended
31 March 2023
|
Dr John Roberts
(Chair)
|
£75,000
|
|
£75,000
|
Rosemary Boot
|
£45,000
|
|
£45,000
|
Sonia McCorquodale
|
£40,000
|
|
£40,000
|
Dr Anthony White
|
£40,000
|
|
£40,000
|
|
|
|
|
Director's
Expenses
The expenses claimed by the Directors during
the period to 31 March 2024 were £823 (31 March 2023: £485). These
amounts have been fully paid at 31 March 2024. The amounts paid to
individual directors during the period were as follows:
|
For the year ended
31 March 2024
|
|
For the year ended
31 March 2023
|
Dr John Roberts
(Chair)
|
£555
|
|
£156
|
Rosemary Boot
|
£60
|
|
£61
|
Sonia McCorquodale
|
-
|
|
£216
|
Dr Anthony White
|
£208
|
|
£52
|
|
|
|
|
Directors'
interests
Details of the direct and indirect interests
of the Directors and their close families in the ordinary shares of
one pence each in the Company at 31 March 2024 were as
follows:
|
Number of Shares
|
|
% of issued
share capital
|
Dr John Roberts
(Chair)
|
40,000
|
|
0.04%
|
Rosemary Boot
|
40,000
|
|
0.04%
|
Sonia McCorquodale
|
10,000
|
|
0.01%
|
Dr Anthony White
|
40,000
|
|
0.04%
|
|
|
|
|
The Company
and Subsidiaries
During the year interest totalling £4,413,370
was earned on the Company's long-term
interest-bearing loan between the Company and its subsidiary
(31 March 2023: £3,353,665). At the period end, £290,524
was outstanding (31 March 2023: £195,417).
During the year dividends totalling £2,947,593
were paid by TENT Holdings to the Company. The dividends are
commensurate to the dividends received by TENT Holdings from the
Hydroelectric Portfolio in the same period (31 March 2023:
£3,879,927).
The AIFM and
Investment Manager
The Company and Triple Point Investment
Management LLP have entered into the Investment Management
Agreement pursuant to which the Investment Manager has been given
responsibility, subject to the overall supervision of the Board,
for active discretionary investment management of the Company's
Portfolio in accordance with the
Company's Investment Objective and Policy.
At the Company's General Meeting on 22 March
2024, shareholders approved amendments to the Investment Management
Agreement on the terms summarised in Part I of the Circular
published to shareholders on 5 March 2024. Further detail can be
found on page 48 of the Annual Report.
The Investment Manager is the Company's AIFM,
and is the entity appointed to be responsible for risk management
and portfolio management. Following the amendments to the
Investment Management Agreement and to the Company's Investment
Objective and Policy, all disposals of assets will be subject to
the Board's approval.
The management fee is calculated and accrues
monthly and is invoiced monthly in arrears. During the year ended
31 March 2024, management fees of £863,438 (31 March 2023:
£883,215) were incurred of which £15,203 (31 March 2023:
£nil) was payable at the period end.
Investment
Manager's interest in shares of the Company
On the 23 August 2023, the Investment Manager
purchased on the open market 79,338 Ordinary Shares in the Company
in accordance with the terms of the previous Investment Management
Agreement pursuant to which 20 per cent of the management fee paid
was used to acquire new Ordinary Shares of £0.01 each in the
capital of the Company. The average price per Ordinary Share was
£0.599.
Details of the interests of the Investment
Manager, held by an entity within the Wider Triple Point Group, in
the Ordinary Shares of one pence each in the Company as at 31 March
2024 were as follows:
|
Number of Shares
|
|
% of Issued share
Capital
|
Perihelion One Limited
|
1,296,170
|
|
1.30%
|
|
|
|
|
Perihelion One Limited is a company within the
Wider Triple Point Group.
Post year-end, the Investment Manager
purchased 65,017 Ordinary Shares in the Company in accordance with
the terms of the previous Investment Management Agreement. The
average price per Ordinary Share was £0.66. As at the date of the
report, the Investment Manager, through Perihelion One Limited,
held a total of 1,361,187 Ordinary Shares in the
Company.
Guarantees
and other commitments
At 31 March 2024 the Group, via its wholly
owned subsidiary, TENT Holdings Limited ("TENT Holdings"), had a
£40 million Revolving Credit Facility ("RCF") with TP Leasing
Limited expiring on 28 March 2025. The interest rate charged of
this facility was a fixed rate coupon of 6% pa on drawn
amounts.
As at 31 March 2024, £25.4 million was drawn
under the facility (31 March 2023: £nil). The facility was utilised
to fund the BESS investment, which was subsequently sold for par
and the proceeds were utilised to fully repay the RCF facility
which was then cancelled on 19 April 2024.
20. Events after the Reporting
period
On 19 April 2024 the Field loan was
sold at par to TPLL.
On 19 April 2024 the Group fully
repaid and called its RCF with TPLL.
In June
2024, the Company exited the three CHP loans, which as at 31 March
2024 had an outstanding loan balance of £23.1 million which has
been fair valued to net present value of £17.0m. The consideration
for the loan repayment was £17.5 million, £14.5 million of which
has been received and £3 million of which is receivable in three
instalments in September 2024, June 2025 and September
2026.
Dividend
As at the date of this report, the Board
declared a fourth quarter interim dividend of 1.375 pence per share
with respect to the period ended 31 March 2024. The dividend is
expected to be paid on or around 19 July 2024 to
shareholders on the register on 5 July 2024. The ex-dividend date
is 4 July 2024.
21. Ultimate controlling
party
In the opinion of the Board, on the basis
of the shareholdings advised to them, the Company has no
ultimate controlling party.
Alternative
Performance Measures
In reporting financial information, the
Company presents alternative performance measures, ("APMs"), which
are defined or specified under the requirements of IFRS. The
Company believes that these 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. The APMs presented in this report are shown
below:
Gross Asset
Value or GAV
A measure of total asset value including third
party debt held in unconsolidated subsidiaries.
|
|
|
31 March 2024
£'000
|
|
31 March 2023
£'000
|
|
|
|
|
|
|
GAV
|
|
|
87,450
|
|
99,691
|
|
|
|
|
|
|
Gross Asset
Value
|
|
|
87,450
|
|
99,691
|
Gross Loan to
Value
A measure expressed as a percentage of the
Group's financial debt relative to GAV.
|
|
|
31 March 2024
£'000
|
|
31 March 2023
£'000
|
|
|
|
|
|
|
Drawn Debt held in unconsolidated
subsidiaries
|
|
a
|
25,397
|
|
-
|
Gross Asset Value
|
|
b
|
87,450
|
|
99,691
|
|
|
|
|
|
|
Gross Loan to
Value
|
|
a/b
|
29.0%
|
|
0.0%
|
NAV Total
Return
A measure of NAV performance over the
reporting period (including dividends paid). NAV total return is
shown as a percentage change from the start of the
period.
|
|
|
|
31 March
2024
|
|
31 March 2023
|
|
|
|
|
|
|
|
Opening NAV
|
|
pence
|
a
|
99.44
|
|
96.12
|
Closing NAV
|
|
pence
|
b
|
86.66
|
|
99.44
|
Dividends paid
|
|
pence
|
c
|
5.50
|
|
5.50
|
|
|
|
|
|
|
|
Total NAV
Return
|
|
((b + c)/a)-1
|
(7.3%)
|
|
9.2%
|
Ongoing
Charges
A measure expressed as a percentage of average
net assets, of the regular, recurring annual costs of running the
Company per Ordinary Share. The calculation and disclosure have
been performed following the AIC methodology, wherein any one-time
expenses have been excluded from the ongoing expenses:
|
|
|
|
31 March 2024
£'000
|
|
31 March 2023
£'000
|
|
|
|
|
|
|
|
Average NAV
|
|
|
a
|
93,064
|
|
97,794
|
Ongoing Expenses
|
|
|
b
|
1,922
|
|
1,895
|
|
|
|
|
|
|
|
Ongoing
charges ratio
|
|
b / a - 1
|
2.06%
|
|
1.94%
|
Cash
Income
A measure which illustrates the cash generated
by the Company's operations.
|
|
|
|
31 March 2024
£'000
|
|
31 March 2023
£'000
|
|
|
|
|
|
|
|
Investment income as per statement of
comprehensive income
|
|
|
a
|
7,407
|
|
7,282
|
Trade receivables at start of
period
|
|
|
b
|
263
|
|
339
|
Trade receivables at end of period
|
|
|
c
|
291
|
|
263
|
|
|
|
|
|
|
|
Total Cash
Income
|
|
(a + b - c)
|
7,379
|
|
7,358
|
|
|
|
|
|
|
|
|
| |
Cash Dividend
Cover
A measure which illustrates the number of
times the Company's cash flow can cover dividend payments to
Shareholders.
|
|
|
|
31 March 2024
£'000
|
|
31 March 2023
£'000
|
|
|
|
|
|
|
|
Cash income*
|
|
|
a
|
7,191
|
|
8,975
|
Cash expenditure*
|
|
|
b
|
1,474
|
|
2,495
|
Dividends paid per Statement of Changes in
Equity
|
|
|
c
|
5,500
|
|
5,501
|
|
|
|
|
|
|
|
Total Cash
Income
|
|
(a - b) / c
|
1.04x
|
|
1.18x
|
* Cash income and expenditure is
representative of the Company and TENT Holdings based on a look
through methodology and excludes one-off costs, such as wind-down
expenditure, costs associated with the Capital markets Day and
commissions related to new investments (31 March 2023: 1.2x
excluding one-off costs such as Premium Segment listing fees and
commissions related to new investments).
This year the basis of calculation has been
amended to exclude one-off costs. The dividend cover for the year
ended 31 March 2023 has therefore been presented on a like for like
basis.
Glossary and
Definitions
The
Act
|
Companies Act
2006
|
AIC
Code
|
The AIC Code of Corporate Governance produced
by the Association of Investment
Companies
|
AIFM
|
The alternative investment fund manager of the
Company, Triple Point Investment Management
LLP
|
AIFMD
|
The EU Alternative Investment Fund Managers
Directive 2011/61/EU
|
BESS
|
Battery Energy Storage Systems
|
BESS
Portfolio
|
Debt facility to a subsidiary of
Virmati Energy Ltd (trading as Field), to fund a portfolio
of four Battery Energy Storage Systems assets
|
Boxed LED
Facility
|
LED receivables financing facility to Boxed
Light Services Limited.
|
CHP
|
Combined heat and
power
|
CHP
Portfolio
|
Debt investments into Harvest and Glasshouse
and Spark Steam
|
CODM
|
Chief Operating Decision Maker
|
Company
|
Triple Point Energy Transition plc (company
number 12693305).
|
DCF
|
Discounted Cash
Flow
|
DTR
|
FCA Disclosure and Transparency
Rules
|
ESG
|
Environmental, Social and
Governance
|
EU
|
European Union
|
FCA
|
Financial Conduct
Authority
|
FRC
|
Financial Reporting
Council
|
GAV
|
Gross Asset
Value
|
GHG
|
Green House Gas
|
Glasshouse
|
Glasshouse Generation Limited
|
Group
|
The Company and any subsidiary
undertakings from time
to time
|
Harvest
and
|
Harvest Generation Services Limited
|
Hydroelectric
Portfolio
|
Elementary Energy Limited
Green Highland Allt Ladaidh (1148)
Limited
Green Highland Allt Choire A Bhalachain (255)
Limited
Green Highland Allt Phocachain (1015)
Limited
Green Highland Allt Luaidhe (228)
Limited
Achnacarry Hydro Limited
|
Innova
|
Innova Renewables Limited
|
Innova
Facility
|
£5 million Development Debt Facility to Innova
Renewables Limited.
|
IPEV
|
International Private Equity and Venture
Capital
|
ITC
|
Investment Trust
Company
|
Investment
Manager or TPIM
|
Triple Point Investment Management
LLP
|
IPO
|
The admission by the Company of 100 million
Ordinary Shares to trading on the Specialist Fund Segment of the
Main Market, which were the subject of the Company's initial public
offering on 19 October
2020
|
IPO
Prospectus
|
The Company's Prospectus for its initial
public offering, published on 25 August 2020.
|
kWh
|
Kilowatt-hour
|
LED
|
Light-emitting Diode
|
Listing
Rules
|
Financial Conduct Authority Listing
Rules
|
MW
|
Megawatt
|
MWh
|
Megawatt-hour
|
NAV
|
The net
asset value, as at any date, of the
assets of the Company after deduction of all liabilities determined
in accordance with the accounting policies adopted by the Company
from time-to-time.
|
Net
Zero
|
A target of completely negating the amount of
greenhouse gases produced by human activity, to be achieved by
reducing emissions and implementing methods of absorbing carbon
dioxide from the atmosphere
|
OCR
|
Ongoing charges ratio.
|
O&M
|
Operations & Maintenance
|
PPA
|
Power Purchase
Agreement.
|
PRI
|
Principals for Responsible
Investing
|
Project
SPV
|
Special Purpose
Vehicle in which energy transition
assets are held.
|
RCF
|
The Group's £40 million Revolving Credit
Facility, via TENT Holdings, with TP Leasing Limited, subsequently
cancelled on 19 April 2024.
|
SDG
|
Sustainable Development
Goals.
|
SDR
|
Sustainable Disclosure Regulation.
|
SECR
|
Streamlined Energy and Carbon
Reporting
|
SFDR
|
Sustainable Finance Disclosure
Regulation.
|
SONIA
|
Sterling Overnight Index
Average
|
SORP
|
Statement of Recommended
Practise.
|
Spark
Steam
|
Spark Steam Limited
|
tCO2
|
Tonnes of carbon dioxide emissions
|
tCO2e
|
Tonnes of carbon dioxide
equivalent. Emissions of all greenhouse gases, expressed in units
of carbon dioxide equivalence, based on global warming
potential.
|
TCFD
|
Task Force on Climate-related Financial
Disclosures.
|
TENT
Holdings
|
The wholly owned subsidiary of the
Company: TENT Holdings Limited
(company
number 12695849).
|
TPLL
|
TP Leasing Limited
|
UN
SDGs
|
United Nations Sustainable Development
Goals
|
Wider Triple
Point Group
|
Triple Point LLP (company
number OC310549) and any subsidiary undertakings from
time to time.
|