TIDMTRE
RNS Number : 9920I
Trading Emissions PLC
27 March 2018
Trading Emissions PLC
Results for the six month period ended 31 December 2017
Trading Emissions PLC ("TEP" or "the Company") today announces
its results for the six month period ended 31 December 2017.
Enquiries:
Liberum +44 (0)20 3100 2222
Steve Pearce / Henry Freeman/ Gillian Martin
FIM Capital Limited + 44 (0) 1624 681250
Philip Scales
Chairman's Statement
Dear Shareholder
I am pleased to report on behalf of the Board that good progress
has been made in bringing the Investing Policy and operations of
Trading Emissions PLC ("TEP" or the "Company") towards a
conclusion. The Company's net asset value increased to GBP11.9
million (4.75p per Share) at 31 December 2017 from GBP10.0 million
(4.02p per Share) at the 30 June 2017 financial year end.
Investments
Since the Company's financial year end, we have succeeded in
realising most of the value from the Company's remaining
investments, namely its private equity interests in TEP (Solar
Holdings) Limited ("TEP Solar") and TEP (Renewables Holding)
Limited ("TEP Renewables").
TEP Solar
At the beginning of the current financial year, TEP Solar held
three operating subsidiaries in Italy.
As previously reported, during the six month period ended 31
December 2017, we completed the sale of two of those subsidiaries,
generating net proceeds of EUR3.0 million. In total, TEP sold four
Italian operating subsidiaries to the same buyer for aggregate net
proceeds of EUR12.6 million (including dividends). Of this amount,
EUR3.0 million was placed in escrow, of which EUR1.0 million was
released to TEP Solar in December 2017. Conditional on no claims
being received from the buyer, the remaining EUR2.0 million will be
released to the Company in December 2018.
Following the financial period end, the Company agreed the sale
of its remaining Italian solar subsidiary, which, upon closing, is
expected to generate net proceeds of EUR8.6 million. Closing is
expected to take place in early April 2018. The sales agreement
includes terms and conditions customary for a transaction of this
type, including warranties and an indemnity in favour of the buyer
in respect of potential claims of up to a maximum value of, in
aggregate, EUR1.0 million, which will expire on 30 June 2018.
The Company's investment in TEP Solar was valued at 31 December
2017 based on the expected net disposal proceeds and the cash it
held, net of its liabilities.
In early 2018, the Irish Revenue accepted TEP Solar's submission
and payment regarding the previously unrecorded VAT liability
dating back to 2011.
TEP Renewables
The buyer of TEP Renewables' equity interest in EWG Slupsk
continues to face an unfriendly investment and operating
environment for wind projects in Poland. The latest pronouncements
from the Polish Government are designed to promote power generation
from sources other than wind and it remains highly uncertain as to
whether the EWG Slupsk project will proceed. A significant portion
of TEP Renewables' sales consideration is deferred and contingent
on the project being built.
In early 2018, the Irish Revenue accepted TEP Renewables'
submission and payment regarding previously unrecorded VAT
liability dating back to 2011. This now permits the Board to
further rationalise costs. The remaining potential receivable from
the sale of EWG Slupsk will be assigned to TEP in order to allow
the commencement of the voluntary liquidation of TEP
Renewables.
Cash
At 31 December 2017, TEP directly held cash of GBP1.4 million
(equivalent to 0.54p per Share). At the time of writing, TEP holds
GBP1.2 million (equivalent to 0.49p per Share). Immediately
following the closing of the sale of the remaining Italian solar
subsidiary, we expect TEP Solar to remit to TEP a minimum of
EUR10.0 million (equivalent to approximately GBP8.7 million or 3.5
pence per Share).
Future of the Company
Following the sale of the remaining Italian solar subsidiary,
the Board intends to convene as soon as practicable an
Extraordinary General Meeting of Shareholders to approve the
cancellation of the Company's admission to trading on AIM and a
cash distribution to Shareholders. The delisting of the Company's
Shares will allow a further reduction in operating costs, thereby
making more cash available for distribution to Shareholders. An
announcement providing further details to Shareholders will be made
in due course.
Martin M. Adams
Chairman
26 March 2018
Condensed Statement of Comprehensive Income
Six months Six months Year
ended ended ended
31 December 31 December 30 June
2017 2016 2017
(unaudited) (unaudited) (audited)
Note GBP'000 GBP'000 GBP'000
---- --------------------------------- ------------ ------------ ---------
Realised gain on disposal
of financial assets at
fair value through profit
5 or loss - 9 10
Net change in fair value
of financial assets at
fair value through profit
4 or loss 4,527 419 1,651
Administration fees (90) (106) (204)
Net foreign exchange losses (12) (6) (14)
7 Other net operating expenses (102) (519) (945)
--------------------------------- ------------ ------------ ---------
Operating profit/(loss) 4,323 (203) 498
--------------------------------- ------------ ------------ ---------
Finance income - 1 1
Net finance income - 1 1
--------------------------------- ------------ ------------ ---------
Profit/(loss) before tax 4,323 (202) 499
--------------------------------- ------------ ------------ ---------
Taxation - - -
--------------------------------- ------------ ------------ ---------
Profit/(loss) for the period/year 4,323 (202) 499
--------------------------------- ------------ ------------ ---------
Other comprehensive income - - -
for the period/year
--------------------------------- ------------ ------------ ---------
Total comprehensive profit/(loss) 4,323 (202) 499
Basic and diluted profit/(loss)
per Share for the period/year
(expressed in pence per
9 Share) 1.73 (0.08) 0.20
--------------------------------- ------------ ------------ ---------
The notes are an integral part of the Condensed Interim
Financial Statements.
Condensed Statement of Financial Position
As at As at
As at 31 December 30 June
31 December2017 2016 2017
(unaudited) (unaudited) (audited)
Note GBP'000 GBP'000 GBP'000
----- ---------------------------- ------------------- ---------------- ------------
ASSETS
Financial assets at fair
value through profit
4 or loss 10,783 7,909 9,133
Trade and other receivables 26 25 101
Cash and cash equivalents 1,354 8,060 1,342
Current assets 12,163 15,994 10,576
LIABILITIES
8 Trade and other payables (302) (414) (540)
11 Distribution payable - (6,245) -
Current liabilities (302) (6,659) (540)
---------------------------- ------------------- ---------------- ------------
Net current assets 11,861 9,335 10,036
Net assets 11,861 9,335 10,036
---------------------------- ------------------- ---------------- ------------
EQUITY
10 Share capital 2,498 2,498 2,498
Distributable reserves 9,363 6,837 7,538
Total equity 11,861 9,335 10,036
---------------------------- ------------------- ---------------- ------------
The notes are an integral part of the Condensed Interim
Financial Statements.
The Condensed Interim Financial Statements were approved and
authorised for issue by the Board of Directors on 26 March 2018 and
signed on its behalf by:
Neil Duggan Philip Scales
Director Director
Condensed Statement of Changes in Equity
For the year ended 30 June 2017 (audited)
For the six months ended 31 December 2017 (unaudited)
Share Capital Distributable Total
GBP'000 reserves GBP'000
GBP'000
Balance at 1 July
2017 2,498 7,538 10,036
Profit for the period - 4,323 4,323
-------------------------------------------------------- ------------------------- -------------- ---------
Total comprehensive
income - 4,323 4,323
Distribution - (2,498) (2,498)
Total transactions
with Shareholders - (2,498) (2,498)
-------------------------------------------------------- ------------------------- -------------- ---------
Balance at 31 December
2017 2,498 9,363 11,861
-------------------------------------------------------- ------------------------- -------------- ---------
For the six months ended 31 December 2016 (unaudited)
Share Capital Distributable Total
reserves
GBP'000 GBP'000 GBP'000
Balance at 1 July
2016 2,498 13,284 15,782
Loss for the period - (202) (202)
-------------------------------------------------------- ------------------------- -------------- ---------
Total comprehensive
loss - (202) (202)
Distribution - (6,245) (6,245)
Total transactions
with Shareholders - (6,245) (6,245)
-------------------------------------------------------- ------------------------- -------------- ---------
Balance at 31 December
2016 2,498 6,837 9,335
-------------------------------------------------------- ------------------------- -------------- ---------
Share Distributable
capital reserves Total
GBP'000 GBP'000 GBP'000
-------------------------------------------------------- --------- -------------- --------------
Balance at 1 July
2016 2,498 13,284 15,782
Profit for the year - 499 499
Total comprehensive
income - 499 499
Distributions - (6,245) (6,245)
Total transactions
with Shareholders - (6,245) (6,245)
-------------------------------------------------------- --------- -------------- --------------
Balance at 30 June
2017 2,498 7,538 10,036
-------------------------------------------------------- --------- -------------- --------------
The notes are an integral part of the Condensed Interim
Financial Statements.
Condensed Statement of Cash Flows
Six months Six months Year
ended ended ended
31 December 31 December 30 June
2017 2016 2017
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
-------------------------------------------------------------- ------------- ------------- ----------
Cash flows from operating
activities
Profit/(loss) for the period/year 4,323 (202) 499
Adjustment for:
* realised gain on disposal of financial assets at fair
value through profit or loss - (9) (10)
* net change in financial assets at fair value through
profit or loss (4,527) (419) (1,651)
- net foreign exchange losses 11 6 14
- finance income - (1) (1)
- non cash TEP Investment - 21 -
Company expense
Changes in working capital:
- decrease/(increase) in
trade and other receivables 75 22 (54)
- decrease in trade and
other payables (245) (270) (148)
Cash used in operations (363) (852) (1,351)
Interest received - 1 1
Additions to Private Equity - (29) -
Distributions and receipts
from Private Equity 2,877 5,523 5,525
-------------------------------------------------------------- ------------- ------------- ----------
Net cash generated from
operating activities 2,514 4,643 4,175
-------------------------------------------------------------- ------------- ------------- ----------
Cash flows from financing
activities
Distribution to Shareholders (2,498) - (6,245)
-------------------------------------------------------------- ------------- ------------- ----------
Net cash used in financing
activities (2,498) - (6,245)
-------------------------------------------------------------- ------------- ------------- ----------
Net increase/(decrease)
in cash and cash equivalents 16 4,643 (2,070)
Cash and cash equivalents
at start of period/year 1,342 3,426 3,426
Exchange losses on cash
and cash equivalents (4) (9) (14)
-------------------------------------------------------------- ------------- ------------- ----------
Cash and cash equivalents
at end of period/year 1,354 8,060 1,342
-------------------------------------------------------------- ------------- ------------- ----------
The notes are an integral part of the Condensed Interim
Financial Statements.
Notes to the Condensed Interim Financial Statements
for the six months ended 31 December 2017
1 Operations
Trading Emissions Plc ("the Company") invests in environmental
and emissions assets, companies providing products and services
related to the reduction of greenhouse gas emissions and associated
financial products.
The Company is a closed-ended investment company domiciled in
the Isle of Man. The address of its registered office is IOMA
House, Hope Street, Douglas, Isle of Man. The Company incorporated
on 15 March 2005 in the Isle of Man as a public limited company
quoted on the AIM and regulated by the London Stock Exchange. In
December 2011, the Company re-registered under the Isle of Man
Companies Act 2006.
2 Basis of Preparation
The Condensed Interim Financial Statements ("the Financial
Statements") have been prepared in accordance with IAS 34 Interim
Financial Reporting as adopted by the EU. They do not include
information required for a complete set of financial statements
prepared in accordance with IFRSs as adopted by the EU. However,
selected explanatory notes are included to explain events and
transactions that are significant to an understanding of the
changes in the financial position and performance since the last
annual financial statements as at and for the year ended 30 June
2017.
The principal accounting policies applied in the preparation of
the Financial Statements are unchanged from those disclosed in the
annual audited financial statements for the year ended 30 June
2017. These policies have been consistently applied to each of the
periods presented. The audited financial statements for the year
ended 30 June 2017 are available at
www.tradingemissionsplc.com.
The Financial Statements for the six months ended 31 December
2017 should be read in conjunction with the annual financial
statements for the year ended 30 June 2017.
3 Use of judgements and estimates
In preparing the Financial Statements, the Board of Directors
("the Board") has made judgements, estimates and assumptions that
affect the application of accounting policies and the reported
amounts of assets, liabilities, income and expenses. Actual results
may differ from those estimates.
Estimates and underlying assumptions are reviewed on an on-going
basis. Changes in estimates are recognised through profit or
loss.
The significant judgements made by the Board in applying the
Company's accounting policies and the key sources of estimation
uncertainty were the same as those that applied to the audited
financial statements as at and for the year ended 30 June 2017.
3.1 Segment reporting
A business segment is a group of assets and operations engaged
in providing products or services that are subject to risks and
returns that are different from those of other business segments. A
geographical segment is engaged in providing products or services
within a particular economic environment that are subject to risks
and returns that are different from those of segments operating in
other economic environments.
The Directors are of the opinion that the Company is engaged in
a single segment of business being investment in private equity in
one geographical area, being Europe.
4 Fair value of financial instruments
4.1 Valuation models
The Company holds no Level 1 or Level 2 financial instruments.
The financial instruments included within Level 3 are the Private
Equity investments. These "TEP Investment Companies" are all
companies in which the Company holds an ownership interest greater
than 20%.
Name of TEP Investment Immediate parent Principal TEP ultimate
Company place of % ownership
business interest
------------------------ ---------------------- ----------- -------------
Solar Energy Italia TEP (Solar Holdings)
1 S.r.l Limited Italy 100.00
Solar Services TEP (Solar Holdings)
Italia S.r.l Limited Italy 100.00
Trading Emissions Isle of
Surya PLC PLC Man 100.00
TEP (Renewables Trading Emissions
Holding) Limited PLC Ireland 100.00
TEP (Solar Holdings)
Limited Surya PLC Ireland 100.00
There were no transfers of financial assets between Levels
during the six months ended 31 December 2017 (for the six months
ended 31 December 2016: no transfers; for the year ended 30 June
2017: no transfers).
4.2 Significant unobservable inputs used in measuring fair value
The table below sets outs the information about significant
unobservable inputs used in measuring financial instruments. All
financial instruments are categorised as Level 3 in the fair value
hierarchy. The fair value measurements below are recurring.
Fair value of financial assets at FVTPL:
As at As at As at Significant unobservable Valuation
inputs techniques
31 December 31 December 30 June
2017 2016
(unaudited) (unaudited) 2017
GBP'000 GBP'000 (audited)
GBP'000
--------------- -------------- ------------ ------------------------------ --------------
Risk-adjusted discount
rates that take into
account specific performance
factors of the investment
Agreed transaction Risk-adjusted
terms cash flows
Estimated recovery Market
10,783 7,909 9,133 value approach
--------------- -------------- ------------ ------------------------------ --------------
Significant unobservable inputs include:
-- Risk-adjusted discount rates, which represent the rates used
to discount forecast cash flows and estimated recovery values for
investments to their present values as part of the calculation of
fair value for the investment. The Board uses its judgement to
determine a rate that reflects the illiquidity, currency risk and
credit risk of counterparties for each specific instrument.
-- Agreed transaction terms, including binding agreements with
third parties for the purchase of Private Equity that were in place
at the date of signing the financial statements for each respective
period.
-- Estimated recovery value, which is the amount estimated by
the Board to be realised on an investment in a disposal or
liquidation scenario.
4.3 Level 3 fair values
Level 3 reconciliation:
The table below presents the changes in Level 3during each
financial period/year.
Private Equity Six months Six months Year ended
ended ended
31 December 31 December 30 June
2017 (unaudited) 2016 (unaudited) 2017
GBP'000 GBP'000 (audited)
GBP'000
------------------------- ------------------- ------------------- -----------
Opening balance 9,133 12,997 12,997
Net decrease in amounts
receivable from TEP
Investment Companies (2,877) (5,507) (5,515)
Net change in fair
value 4,527 419 1,651
Closing balance 10,783 7,909 9,133
------------------------- ------------------- ------------------- -----------
4.4 Sensitivity of fair value measurement to changes in unobservable inputs
Although the Board believes that its estimates of fair value are
appropriate, the use of different methodologies or assumptions
could lead to different measurements of fair value. For fair value
measurements in Level 3, changing one or more of the assumptions
used to reasonably possible alternative assumptions would have the
following effects on net assets.
-- If the risk-adjustment factor applied to agreed transaction
terms would increase, this would have an unfavourable impact on the
value of Private Equity. The Board has determined that it would be
reasonably possible for the risk-adjustment factor applied to
binding agreements under each valuation model were to be increased
or decreased by an arbitrary 25 per cent, the effects are shown in
the table below.
Private Equity Six months Six months Year ended
ended ended 30 June
31 December 31 December 2017 (audited)
2017 (unaudited) 2016 (unaudited) GBP'000
GBP'000 GBP'000
---------------- ------------------ ------------------ ----------------
Favourable 1,940 - 2,230
(Unfavourable) (1,940) - (2,230)
---------------- ------------------ ------------------ ----------------
4.5 Financial instruments not measured at fair value
Financial assets not measured at fair value include cash and
cash equivalents and trade and other receivables. These are
short-term financial assets whose carrying amounts approximate fair
value, because of their short-term nature and the high credit
quality of counterparties.
5 Realised gain on disposal of financial assets at fair value through profit or loss
Receipt of Trading Emissions Limited ("TEL") liquidation
proceeds
On the 21 July 2017 the Company, received GBP2,000 from the
liquidation of TEL. TEL was dissolved during the financial period,
with no realised gain or loss materialising.
TEP (Solar Holdings) Limited ("TEP Solar")
On 21 July 2017 TEP Solar executed a Sales and Purchase
Agreement with a member of the Sonnedix Group ("Sonnedix") in
respect of the sale of its entire interest in RGP Puglia 1 S.r.l
("RGP") and Florasolar S.r.l.("Florasolar"), which were ultimately
wholly owned by the Company.
Although no new escrow arrangement was created, certain claims
following the sale may be made against the sums that were placed in
escrow pursuant to the sale of TEP Solar's entire interest in Etuno
S.r.l. ("Etuno") and Solar Energy Italia 6 S.r.l. ("SEI 6"). To
date, there have been no claims against the amounts held in
escrow.
On 8 August 2017 the sale of TEP Solar's entire interest in RGP
and Florasolar completed and an aggregate net proceeds, after
allowing for outstanding transaction costs (including those paid
directly by the Company), of EUR3,035,000 were received.
On 14 December 2017, EUR1,000,000 of the EUR3,000,000 held in
escrow was released to TEP Solar. The remaining EUR2,000,000 will
be released on 14 December 2018, subject to no claims having been
received pursuant to indemnities provided by TEP Solar customary
for these type of transactions.
The receipt of sale proceeds by TEP Solar and the funds held in
escrow has been accounted for through the valuation of Surya PLC
("Surya") and its subsidiaries.
6 Directors' fees
The Company paid the following fees to Directors during the
financial period/year:
Six months Six months Year ended
ended ended 30 June
31 December 31 December 2017 (audited)
2017 (unaudited) 2016 (unaudited)
GBP'000 GBP'000 GBP'000
---------------- ------------------ ------------------ ----------------
Martin Adams 30 30 60
Neil Duggan* 20 20 40
Mark Lerdal 20 20 40
Philip Scales* 3 3 5
73 73 145
---------------- ------------------ ------------------ ----------------
* Isle of Man resident
The annual non-executive Directors' fees (excluding any
additional fees) are currently GBP60,000 for the Chairman and
GBP40,000 for the other non-executive Directors other than for
Philip Scales who receives an annual fee of GBP5,000. The Directors
are also reimbursed for travel and out of pocket expenses
incurred.
The Company operates a Directors' Incentive Plan ("DIP") which
entitles Participating Directors to 2% of distributions made to
Shareholders. Participation in the DIP is granted at the discretion
of the Nomination and Remuneration Committee at the time each
distribution is made. The table overleaf shows the DIP payments
paid and accrued:
Six months Six months Year ended
ended ended 30 June
31 December 31 December 2017 (audited)
2017 (unaudited) 2016 (unaudited)
GBP'000 GBP'000 GBP'000
------------------ ------------------ ------------------ ----------------
DIP paid 37 94 94
DIP retained:
-brought forward 196 165 165
-accrued 13 31 31
------------------ ------------------ ------------------ ----------------
-carried forward 209 196 196
DIP accrued and
paid during the
period/year 50 125 125
------------------ ------------------ ------------------ ----------------
The DIP amounts retained will be paid to the Participating
Directors at a later date. Other than as detailed above, none of
the Directors is entitled to any cash or non-cash benefits in kind,
pensions, bonus or share scheme arrangements.
7 Other net operating expenses
Six months Six months Year ended
ended ended 30 June
31 December 31 December 2017
2017 2016
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
--------------------------- ------------- ------------- -----------
TEP Investment Companies
expenses 17 28 82
Legal and professional
fees* (120) 152 339
Directors' fees (note
6, Directors' fees) 73 73 145
Directors' and Officers'
insurance 15 15 30
Directors' Incentive
Plan 50 125 125
Audit and other assurance
fees 5 27 37
Other expenses 62 99 187
Total other net operating
expenses 102 519 945
--------------------------- ------------- ------------- -----------
* The credit of legal and professional fees in the current
period is the result of expenses accrued at the prior financial
year end, but not incurred.
8 Trade and other payables
As at As at As at
31 December 31 December 30 June
2017 2016 2017
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
Current
Accrued expenses 30 33 157
Trade payables 272 381 383
------------------ ------------- ------------- -----------
302 414 540
------------------ ------------- ------------- -----------
9 NAV per Share and earnings per Share
9.1 Net Asset Value ("NAV") per Share
The NAV per Share is calculated by dividing the net assets
attributable to the Shareholders by the number of Shares in issue
at the reporting dates.
As at As at As at
31 December 31 December 30 June
2017 2016 2017 (audited)
(unaudited) (unaudited)
Net assets (GBP'000) 11,861 9,335 10,036
Shares in issue ('000) 249,800 249,800 249,800
NAV per Share (in
pence) 4.75 3.74 4.02
------------------------ ------------- ------------- -----------------
9.2 Earnings/(loss) per Share
(a) Basic
The basic earnings/(loss) per Share is calculated by dividing
the earnings/(loss) attributable to the Shareholders by the
weighted average number of Shares in issue during the financial
period/year.
As at As at As at
31 December 31 December 30 June
2017 2016 2017 (audited)
(unaudited) (unaudited)
Earnings/(loss) for
the period/year (GBP'000) 4,323 (202) 499
---------------------------- ------------- ------------- -----------------
Weighted average number
of Shares in issue
('000) 249,800 249,800 249,800
Basic earnings/(loss)
per Share
(in pence) 1.73 (0.08) 0.20
---------------------------- ------------- ------------- -----------------
(b) Diluted
Diluted earnings per Share is calculated by adjusting the
weighted average number of Shares outstanding to assume conversion
of all dilutive potential Shares. As at all the reporting dates,
the Company had no dilutive potential Shares.
10 Share capital
The total number of authorised and issued Shares at the
reporting dates together with their rights are explained below.
As at As at As at
31 December 31 December 30 June 2017
2017 2016
(unaudited) (unaudited) (audited)
(Number (Number (Number
'000) GBP'000 '000) GBP'000 '000) GBP'000
-------------- -------- ---------- -------- ---------- -------- ----------
Authorised
Shares of
GBP0.01 par
value 460,000 4,600 460,000 4,600 460,000 4,600
-------------- -------- ---------- -------- ---------- -------- ----------
Issued and
fully paid
Shares of
GBP0.01 par
value 249,800 2,498 249,800 2,498 249,800 2,498
-------------- -------- ---------- -------- ---------- -------- ----------
All issued Shares of 249,800,202 are fully paid and each Share
carries the right to one vote. Shareholders are entitled to receive
notice of, and vote at general meetings of the Company.
11 Distributions paid and declared
On 29 August 2017, the Company declared a distribution to
Shareholders of 1.0 pence per Share, equivalent to GBP2,498,000 in
total. The distribution was paid on 20 September 2017 and financed
from the distributable reserves account.
On 20 December 2016, the Company declared a distribution to
Shareholders of GBP6,245,000. The distribution was paid on 13
January 2017 and financed from the distributable reserves
account.
12 Related party transactions
Parties are considered to be related if one party has the
ability to control the other party or to exercise significant
influence over the other party in making financial or operational
decisions. The Directors, including certain Directors of TEP
Investment Companies who meet the definition of "key management
personnel" in IAS 24 are considered to be related parties.
12.1 Directors
Directors' fees, the DIP and other transactions with the
Directors during the financial period are explained in note 6,
Directors' fees.
Philip Scales was a Director throughout the financial period. Mr
Scales is a Director of FIM and has a beneficial ownership interest
in FIM. During the financial period, FIM received fees of GBP90,000
(six months ended 31 December 2016: GBP106,000; year ended 30 June
2017: GBP204,000). FIM also received reimbursements for out of
pocket expenses.
12.2 TEP Investment Companies
TEP (Renewables Holding) Limited ("TEP Renewables")
The Company entered into a Fees and Expenses Agreement with TEP
Renewables on 6 December 2010. Under the terms of the agreement,
the Company will reimburse TEP Renewables for any 'agreed company
expenses'. During the period fees and expenses reimbursed by the
Company to TEP Renewables was EURnil (31 December 2016: EUR26,000;
30 June 2017: EUR43,000).
On 6 December 2010, the Company also entered into a Total Return
Swap Agreement ("TRS") with TEP Renewables. The TRS is for a period
of 20 years with a termination date of 6 December 2030 or such
earlier date as may be specified by written notice by TEP
Renewables to the Company. Under the terms of the TRS, TEP
Renewables will make investments in target companies and investment
gains and losses are recharged through the TRS to the Company. On
termination of the TRS, TEP Renewables must pay any cash or
investments held that were originally funded through the TRS to the
Company. As at 31 December 2017 the balance on the TRS was
EUR326,000 (31 December 2016: EUR326,000; 30 June 2017:
EUR114,000).
Surya
During the financial period, Surya made a net payment to the
Company of GBP2,863,000; this was accounted for as a reduction in
Surya's share premium. This payment was funded from the sale by its
subsidiary, TEP Solar, of RGP and Florasolar, as detailed in note
5, Realised gain/(loss) on disposal of financial assets at fair
value through profit or loss.
Receipt of TEL liquidation proceeds
On the 21 July 2017 the Company received GBP2,000 in respect of
the liquidation of TEL. TEL was dissolved during the financial
period.
Other TEP Investment Companies
During the period Trading Emissions (Isle of Man) Limited, TEP
(Carbon Holdings) Limited and TEP (Hydro Holdings) Limited were
dissolved.
13 Subsequent Events
Sale of Solar Energy Italia 1 S.r.l. ("SEI 1")
On 13 February 2018, TEP Solar entered into a Quota Purchase
Agreement ("QPA") with NextPower II Italia S.r.l ("NextPower") in
respect of the sale of its entire interest in SEI 1, comprising an
operating ground-mounted solar photovoltaic plan located in Ragusa,
Sicily.
Under the terms of the QPA, closing and receipt of the sales
proceeds is subject to fulfilment of various conditions precedent
usual for this type of transaction.
On 15 February 2018, the specific circumstances under which the
gross sales proceeds could increase by an additional EUR750,000
were met.
The estimated net proceeds from the sale of SEI1 after allowing
for transaction and other costs (including fees directly linked to
the proceeds received), are approximately EUR8,600,000.
The QPA includes terms and conditions customary for a
transaction of this type, including warranties and an indemnity in
favour of NextPower.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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