Final Results
RNS Number : 9599V
Aquila European Renewables Income
20 April 2021
 

LEI No: 213800UKH1TZIC9ZRP41

 

AQUILA EUROPEAN RENEWABLES INCOME FUND PLC

Final Results

 

We are pleased to present the final results for the year ended 31 December 2020.

 

HIGHLIGHTS

Investment Objective

Aquila European Renewables Income Fund Plc (the "Company" or "AERIF") seeks to generate stable returns, principally in the form of income distributions, by investing in a diversified portfolio of renewable energy infrastructure investments investments in the continent of Europe and Ireland.

Highlights for the year1

·         During the year, the Company successfully completed five new investments for EUR 156.2 million2:

-       Three additional wind investments in Denmark, Norway and Greece

-       First solar additions to the portfolio, with two acquisitions in Spain and Portugal

·         As at 31 December 2020, the portfolio consisted of 31 assets3 (31 December 2019: 25 assets) with a total generating capacity of 301.3 MW (31 December 2019: 132.3 MW)

·         Over EUR 167.5 million (31 December 2019: EUR 154.3 million) of new equity raised, the majority of which has already been deployed or committed in 2020

·         As at 31 December 2020, the Company's portfolio provides electricity to over 203,000 households annually (93,300 households as of 2019), as well as saving over 238,700 tonnes of CO2 annually (112,700 tonnes as of 2019)4

·         During the year, the Company's portfolio produced 459.9 GWh5, which was 6.5% above budget (258.5 GWh for 2019)

·         2020 dividend cover of approximately 1.1x10 (2.3x excl. asset level debt amortisation) (31 December 2019: 2.8x)

·         Ongoing efficiencies realised, with a reduction in Ongoing Charges to 1.4%10 of the Net Asset Value ("NAV") (31 December 2019: 1.7%)

·         Asset production and availability largely unaffected by the COVID-19 pandemic

·         In line with the prospectus, the Company declared or paid dividends of 4.0 cents6 per Ordinary Share during the year (31 December 2019: 1.5 cents per Ordinary Share)

·         The Company's NAV as at 31 December 2020 was EUR 316.9 million or 99.96 cents per Ordinary Share (31 December 2019: EUR 158.9 million or 102.7 cents per Ordinary Share)

·         2020 NAV total return of 0.7%10 per Ordinary Share (including dividends) (31 December 2019: 5.6%)

·         Long term, non-recourse debt7 as of 31 December 2020 was EUR 113.0 million8 (31 December 2019: EUR 85.0 million), representing a gearing ratio of 26.3%10 (31 December 2019: 34.8%) based on the Company`s Gross Asset Value9 ("GAV")

FINANCIAL INFORMATION

AS AT
31 DECEMBER

2020

AS AT
31 DECEMBER

2019

NAV per Ordinary Share (cents)

99.96

102.7

Ordinary Share price (cents)

106.5

107.8

Ordinary Share price premium to NAV10

6.5%

4.9%

Net assets (EUR million)

316.9

158.9




Dividends per Ordinary Share (cents)11

4.0

1.5

Ongoing charges10,12

1.4%

1.7%

NAV total return per Ordinary Share10,13

0.7%

5.6%

Total shareholder return per Ordinary Share10,14,15

2.0%

8.6%

 

1.Data based on AERIF share, where applicable.

2.Includes commitments relating to future capital expenditure (EUR 42 million).

3.21 assets belong to the Sagres hydropower portfolio. Benfica III consists of three separate solar parks.

4.CO2 savings are based on the Company's proportionate share. Calculations follow the methodology of the Greenhouse Gas Protocol. CO2 savings of European assets are based on the European average. Household data represents potential number of households which could be powered by AERIFs share of electricity generated by its portfolio on an annual basis.

5.AERIF share.

6.All references to cents are in Euros, unless stated otherwise.

7.Represents the Company's proportionate share of total debt at the asset special purpose vehicle ("SPV") level across its existing investments as of 31 December 2020.

8.Leverage reflects AERIFs voting interest in Desfina (89%).

9.GAV is the sum of the Company's NAV and share of debt.

10.This disclosure is considered to represent the Company's alternative performance measures ("APM"). Definitions of these APMs and other performance measures used by the Company, together with how these measures have been calculated, can be found in the Annual Report.

11.Dividends paid and declared relating to the period.

12.Calculation based on average NAV over the period and regular recurring annual operating costs of the Company, can be found in the Annual Report.

13.Opening NAV at IPO after launch expenses: EUR 0.98 per Ordinary Share price total return for 2019 has been adjusted to reflect dividend payment of 0.75 cents per Share.

14.Total returns based on Ordinary Share price in Euro plus dividends paid for the period. Opening share price at IPO: EUR 1.00. Share. NAV total return for 2019 has been adjusted to reflect dividend payment of 0.75 cents per Share.

15.Source: Bloomberg.

STRATEGIC REPORT

CHAIRMAN'S STATEMENT

Introduction

On behalf of the Board, I am pleased to present the annual report of Aquila European Renewables Income Fund Plc for the year ended 31 December 2020.

2020 was a year in which your Company showed its resilience in the face of the COVID-19 pandemic, and also achieved significant further milestones in its continuing growth and development. AERIFs total electricity generation for the year was 6.5% above budget, reflecting high asset availability during the pandemic. Whilst market electricity prices declined in the early stages of the pandemic, the impact was partially mitigated by the high degree of contracted, fixed price revenues and diversified asset base (noting that the impact of COVID-19 was not homogenous across all markets in which we operate). Despite a challenging year for the global economy, the portfolio delivered a total NAV return of 0.7%16 per Ordinary Share (including dividends) over the reporting period.

In addition, we were also successfully able to deliver on a number of important initiatives and targets for the Company, including:

·         In line with the prospectus the target dividend of 4.0 cents per Ordinary Share was declared or paid in 2020

·         Over EUR 167.5 million of new equity raised at a premium to NAV per Ordinary Share, expanding our investor base and improving liquidity

·         Completed five new investments, totalling approximately EUR 156.2 million

·         Two solar photovoltaic ("PV") investments completed in Portugal and Spain

·         Entered two new investment jurisdictions in Spain and Greece

Our investment strategy remains unchanged since the Initial Public Offering ("IPO") in 2019 and accordingly we remain committed to developing a diversified multi-technology portfolio of wind, hydropower and solar PV assets across Europe (excluding the United Kingdom). We target assets which have long operating lives and are supported by a high degree of contracted revenues in the form of power purchase agreements and governmental subsidies, supported by high quality counterparties. Our investment restrictions help to maintain a diversified approach to portfolio construction, taking into account single asset and single country exposure. Accordingly, the Company's portfolio has a high degree of earnings visibility whilst offering attractive risk adjusted returns for investors.

Dividends and Returns

For the year ended 31 December 2020, the Company declared or paid dividends in line with its dividend target of 4.0 cents per Ordinary Share, an increase from 1.5 cents (3.0 cents on an annualised basis) in the period ended 31 December 2019. The Company is targeting a dividend of 5.0 cents per Ordinary Share for the year ended 31 December 2021, with the aim of increasing the dividend progressively over the medium term. During the year, the Company has paid approximately EUR 6.5 million in dividends and its dividend cover was approximately 1.1 times16, 17.

As at 31 December 2020, the Company's NAV was EUR 316.9 million or EUR 99.96 cents per Ordinary Share. With a share price of EUR 106.5 cents per Ordinary Share as at 31 December 2020, the Company trades at a 6.5%16 premium to NAV per Ordinary Share. During the year ended 31 December 2020, the portfolio delivered a total NAV per Ordinary Share return (including dividends) of 0.7%16, whilst the Company's Ordinary Shares delivered a total shareholder return of 2.0%16 (including dividends). Since the IPO, the Company has delivered a 10.8% total shareholder return.

Portfolio and Performance18

During the year, the Company and its Investment Adviser have been focused on deploying capital in select opportunities which meet our strict criteria and investment restrictions (as set out in the latest Company prospectus). Since 31 December 2019, the Company has successfully expanded its portfolio to nine separate investments (comprising 31 separate assets), increasing total generation capacity to 301.3 MW19, compared to 132.3 MW as at 31 December 2019. During the year, we entered two new investment jurisdictions in Spain and Greece, whilst also adding solar PV investments into the portfolio for the first time (consisting of two separate investments). Our assets are typically located in areas which correspond to a strong matching natural resource. Our wind assets are located in areas with high wind speeds and strong capacity factors (such as the Nordics), whilst our solar assets are typically located in Southern Europe, where irradiation levels are high. Likewise our hydropower asset Sagres is located in one of the most precipitous areas of Portugal. Our investment portfolio now spans six countries across Europe.

As we announced in 2020, a significant reduction in global economic activity due to the COVID-19 pandemic led to reduced demand for electricity and other commodities, which also resulted in a significant reduction in electricity prices. This also had a negative impact on forecast electricity prices, particularly in the short-term. These negatively impacted the Company's investments at Tesseract Holdings Limited ("HoldCo"), which declined by EUR 5.6 million during the year.

In combination with the release of our Q4 2020 Fact Sheet, the Company also announced that for the Q4 2020 NAV calculation, the Investment Adviser had adopted a more conservative approach to power price forecasts by using a blend of two curve providers forecasts, rather than a rolling average from a single power price curve provider20. This change in methodology was considered more conservative as it more accurately reflects actual power prices and reduces the overall volatility around future forecast levels. Commensurate with this change in methodology, a reduction in portfolio discount rate (6.6% weighted average as at 31 December 2020) was also applied to certain assets where applicable, in order to reflect the more conservative power price assumptions used. The impact of these changes on our Q4 2020 NAV was largely neutral, relative to the prior quarter.

We were particularly pleased with the performance of the portfolio over the reporting period given the implications of the COVID-19 pandemic. Whilst we recorded a EUR 4.0 million loss on investments (further details provided below), the Company was able to generate a positive NAV total return of 0.7%21 per Ordinary Share for investors. This reflected the portfolio's resilience, underpinned by high quality assets and contracted revenues with strong counterparties. In the year ended 31 December 2020, the portfolio produced approximately 459.9 GWh of electricity, which was 6.5% above budget, largely due to Sagres and Olhava's strong performance, which were both up 10.4% and 16.1% respectively relative to budget. Despite above budget production performance, our underlying asset revenue for the reporting period was lower than expected, as a result of depressed power prices experienced in 2020, particularly in the first half of the year.

The effect of the pandemic on power prices and underlying asset earnings was partially mitigated by the high degree of contracted revenues across the portfolio (at fixed prices), the diversified asset base and the sustained market demand for renewables as an asset class. Diversification helps to manage our exposure to any single power market or technology, noting that the impact of COVID-19 during the reporting period was not homogenous across the markets in which we operate. Diversification by geography also helps to limit the portfolio's reliance on local weather conditions and regulatory risk.

16.These are APMs used by the Company, together with how these measures have been calculated, can be found in the Annual Report.

17.Calculation based on AERIFs share of asset underlying earnings, adjusted for asset debt amortisation and the Company's expenses.  Dividends based on those paid during the report period, can be found in the Annual Report.

18.All figures quoted in this section are presented on a proportional basis.

19.Assumes completion of the Rock and Albeniz.

20.Excluding Sagres and Desfina due to asset specific considerations.

21.These are APMs used by the Company, together with how these measures have been calculated, can be found in the Annual Report.

The Company recorded a loss after tax of approximately EUR 1.2 million for the year (2019: EUR 8.5 million profit after tax), equivalent to a Loss per Ordinary Share (diluted) of EUR 0.56 cents (2019: Return per Ordinary Share EUR 7.05 cents per Ordinary Share (diluted)). This was largely attributable to a loss on investments of approximately EUR 4.0 million (2019: gain of EUR 8.6 million), driven by the impact of COVID-19 and power prices on existing asset valuations. When combined with the Company's operating expenses, this more than offset the income generated from AERIF's investments for the year. Importantly, the portfolio remains above its acquisition cost, with EUR 4.6 million in unrealised gains recorded on AERIF's balance sheet. Further details can be found in the Investment Adviser's report and Financial Statements.

The Company's ongoing charges, which represents the Company's expenses as a percentage of the NAV were 1.4%21 for the year ended 31 December 2020, compared to 1.7%21 in the prior corresponding period. We are pleased with this result, which reflects the ongoing realised efficiencies from the Company's larger scale as a result of successful capital raisings and deployment since the IPO.

The portfolio continues to benefit from long duration assets and contracted revenues. As at 31 December 2020, the portfolio had a weighted average remaining operating life of approximately 23 years, whilst our contracted revenues have a weighted average contract life of 9.5 years22. As at 31 December 2020, approximately 73.9% of the Company's revenue is contracted over the first five years (on a present value basis23).

Equity Raising and Acquisitions

Similar to 2019, the Company has been very active in raising and deploying capital. In March 2020, we raised a further EUR 40.0 million in new equity in order to fund further investment opportunities, including Svindbaek II, The Rock and Benfica III.

Subsequently, in September 2020, the Company announced its intention to raise further equity in order to take advantage of a pipeline of opportunities which had been sourced from the Investment Adviser. The Board was delighted to announce that the Company had successfully raised EUR 127.5 million at EUR 103.75 cents per Ordinary Share, representing a premium of 5.2% to the Company's NAV as at 30 June 2020. On behalf of the Board, I thank both existing and new shareholders for supporting the Company's capital raising initiatives in 2020 and look forward to your continued support in the future.

Since the successful capital raising, AERIF and its advisers have worked diligently to close a number of new acquisition opportunities, including a 100.0% interest in Albeniz, a 50.0 MWp solar PV project under construction in Spain, as well as an 89.0% interest in Desfina, a 40.0 MW operational wind farm in Greece. Both projects are supported by long-term revenue contracts including a five year Power Purchase Agreement ("PPA") for Albeniz and a 20 year feed-in premium for Desfina. Both investments are aligned with our investment criteria and represent an attractive fit within the investment portfolio.

Leverage

The Company continues to maintain a conservative level of leverage across its investment portfolio. As at 31 December 2020, the Company had approximately EUR 113.0 million of non-recourse debt on a proportional basis at the asset level, equivalent to approximately 26.3% of GAV, well within the Company's maximum gearing exposure of 50.0%. The Company's leverage ratio21 has declined marginally since 31 December 2019 (34.8%) as a result of the capital raising, ongoing scheduled debt amortisation, as well as the addition of a number of unlevered investment opportunities to the portfolio, including Svindbaek II, Benfica III and Albeniz. The Company`s debt at the SPV level has a weighted average maturity of 12.8 years and is predominantly hedged and amortising.

We are also pleased to report that the Company recently reached contractual close in relation to a two year revolving credit facility ("RCF"), with a facility limit of EUR 40.0 million in 2021. The RCF is an important milestone for the Company as it provides us with substantial flexibility to finance our future investments in a capital efficient manner. The facility also benefits from an accordion option which enables the Company to upsize the facility limit to EUR 100.0 million, as well as the ability to extend the RCF tenor beyond the existing two year term, subject to lender consent.

21.These are APMs used by the Company, together with how these measures have been calculated, can be found in the Annual Report.

22.Based on production. Weighting based on purchase price or equity invested.

23.Based on the portfolio discount rate.

Environmental, Social and Governance

The Company's 301.3 MW portfolio has the potential to power approximately 203.1 thousand households and offset approximately 238.8 thousand tonnes of CO2 emissions annually24. We are proud of our contribution towards the green economy and the United Nations Sustainable Development Goals, including:

·         Ensuring access to affordable, reliable, sustainable and modern energy for all

·         Building resilient infrastructure, promoting inclusive and sustainable industrialisation and fostering innovation

·         Taking urgent action to combat climate change and its impacts

Our goal is to be a responsible investor, ensuring that ESG criteria are incorporated into our day-to-day investment decisions as well as generating a positive impact for society. This is reflected across our investment philosophy and approach. Our Investment Adviser, Aquila Capital Investmentgesellschaft mbH ("Aquila Capital"), is dedicated to the green energy transition. As a signatory to the United Nations' Principles for Responsible Investments, Aquila Capital has integrated ESG risk in the opportunity assessment process across every single stage of its investment process, including any investments the Company participates in. I would encourage our shareholders to review Aquila Capital's annual ESG report, which is published on Aquila Capital's website at https://www.aquila-capital.de/en/ responsibility/esg-reports.

Our assets are typically located in remote regions of Europe, where the resource factor is high. In some cases, our assets are closely linked to a local community within proximity. Our assets continue to support local communities through a variety of measures, including contracting with local service providers, payment of local taxes and land lease payments.

Our Board composition is unchanged since the IPO and consists of four, non-executive Directors. The Board continues to uphold a stringent level of corporate governance. AERIF benefits from both an independent Board of Directors, as well as an Alternative Investment Fund Manager ("AIFM"), International Fund Management Limited (part of PraxisIFM Group). The Board of Directors supervise the AIFM, who is responsible for making recommendations in relation to any investment proposals put forward by the Investment Adviser. The Investment Adviser is fully regulated and supervised by The Federal Financial Supervisory Authority ("BaFin") in Germany.

The Annual General Meeting will be held on 9 June 2021 at the Company's registered office. However, due to the ongoing restrictions on large gatherings, it will not be possible for shareholders to attend in person. I would therefore strongly encourage shareholders to vote instead by proxy. Full details of the Annual General Meeting, the resolutions proposed and how to vote by proxy are described in the Notice of Meeting and supporting explanatory notes in the Annual Report. Shareholders who have questions that they would have raised at the Annual General Meeting, should submit them by close of business on 7 June 2021 to the Company's email address, AquilaCosec@ PraxisIFM.com. Answers will be published on the Company's website in advance of the meeting. If circumstances were to change, the Board will notify the market of any alteration to the Annual General Meeting arrangements.

Conclusion and Outlook

While the European Union is aiming for a climate-neutral economy by 2050, a gradual move away from carbon-based fuels can be observed in most countries. In order to achieve the goals, significant investment is required by both public and private markets. AERIF is contributing directly to these goals and offers investors a unique opportunity to participate in the European energy transition and the future green economy.

The Board is pleased with the performance of the portfolio during the year, which has demonstrated resilience during a challenging period for the global economy. Whilst there was some downward pressure on electricity prices observed during the year (as a result of the COVID-19 pandemic), market prices for electricity have begun to show signs of varying levels of improvement, which we expect to continue as economies begin to re-emerge from the crisis, combined with positive vaccine developments. The Company's strategy to target assets with high levels of contracted revenues in the form of fixed-price PPAs or government subsidies help to hedge the Company's revenues against such fluctuations in market prices.

Whilst the COVID-19 vaccine is a positive development for the global economy, considerable uncertainty remains and it is important to remain vigilant. Our focus beyond 2020 remains unchanged and we, along with our advisers will continue to seek out investment opportunities which adhere to our strict investment criteria and complement the existing portfolio. I therefore look forward to reporting to you on another year of further progress in 2021.

Ian Nolan, Chairman

19 April 2021

24.Based on the Company's proportionate interest share. Calculations follow the methodology of the Greenhouse Gas Protocol. CO2 savings of European assets are based on the European average.

INVESTMENT ADVISER`S REPORT

Investment Adviser Background

The Company's AIFM, International Fund Management Limited (part of PraxisIFM Group), has appointed Aquila Capital Investmentgesellschaft mbH as the Investment Adviser to the AIFM in respect of the Company. Its key responsibilities are to originate, analyse, assess and recommend suitable renewable energy infrastructure investments, and advise the AIFM accordingly. Additionally, the Investment Adviser performs asset management services in relation to the operational assets in the portfolio or, to the extent asset management is delegated to third parties, oversees and monitors such asset management.

Aquila Group is a leading investment manager in real asset solutions. Its sustainable investment strategy focuses on investments in renewable energy, energy efficiency, infrastructure, residential real estate, green logistics as well as timber and agriculture. Founded in 2001 by Dieter Rentsch and Roman Rosslenbroich as one of the first German alternative investment firms, Aquila Group manages EUR 12.5 billion for institutional investors worldwide (as at 31 December 2020).

Over the last decade, Aquila Group has built a truly pan-European asset portfolio with investments in the renewable energy sector amounting to a total capacity of 9 GW and over 1.4 million square metres of sustainable real estate and green logistics projects completed or under development. In 2019, Aquila Group entered a strategic partnership with Daiwa Energy & Infrastructure of Japan, opening up new growth opportunities for Aquila Group in the highly attractive Asia-Pacific region.

As a responsible investor, Aquila Group is committed to contributing to the European energy transition through the financing of sustainable investments and by providing investment solutions that reduce carbon emissions. To this end, Aquila Group has also founded KlimaInvest Green Concepts, the leading German energy and climate protection agency.

Aquila Group employs a fully integrated investment and asset management approach and integrates ESG criteria throughout the entire investment process. Aquila Group's dedicated expert investment teams draw on their sector networks and experience to screen, develop, finance, manage and operate investments along the entire value chain. As this business model requires local management teams, Aquila Group is represented with 14 investment offices in 12 countries.

Aquila Group's two AIFMs in Luxembourg and Germany are subject to strong European regulatory standards, ensuring comprehensive service and security for Aquila Group's investors and business partners.

INVESTMENT PORTFOLIO

AS AT 31 DECEMBER 2020




1. TESLA

2. SAGRES

3. HOLMEN II

Country

Norway

Portugal

Denmark

Capacity25

150.0 MW

102.7 MW

18.0 MW

Status

Operational

Operational

Operational

COD26

2013-2018

1951-2006

2018

Asset life from COD

25y

n.a.29

25y

Equipment Manufacturer

Nordex

Various

Vestas

Energy offtaker27

PPA / Spot

FiT / Spot

FiP / Spot

Ownership in asset

25.9%30

18.0%30

100.0%

Leverage28

29.5%

46.1%

43.8%

Acquisition date

Jul 2019

Jul 2019

Jul 2019

 


4. OLHAVA

5. SVINDBAEK I + II

6. THE ROCK

Country

Finland

Denmark

Norway

Capacity25

34.6 MW

32.0 MW

400.0 MW

Status

Operational

Operational

Construction

COD26

2013-2015

2018

2021

Asset life from COD

27.5y

25y

30y

Equipment Manufacturer

Vestas

Siemens

Nordex

Energy offtaker27

FiP / Spot

FiP / Spot

PPA / Spot

Ownership in asset

100.0%

99.9%

13.7%30

Leverage28

52.3%

20.0%

0.0%

Acquisition date

Sep 2019

Dec 2019, Mar 2020

June 2020

 

 

 


7. BENFICA III

8. ALBENIZ

9. DESFINA

Country

Portugal

Spain

Greece

Capacity25

19.1 MW

50.0 MW

40.0 MW

Status

Operational

Construction

Operational

COD26

2017/2020

2021

2020

Asset life from COD

30y

30y

25y

Equipment Manufacturer

AstroNova

Canadian Solar

Enercon

Energy offtaker27

PPA / Spot

PPA / Spot

FiP / Spot

Ownership in asset

100.0%

100.0%

89.0%31

Leverage28

0.0%

0.0%

48.5%32

Acquisition date

October 2020

December 2020

December 2020

25.Installed capacity at 100% ownership.

26.Commissioning date ("COD").

27.PPA = Power Purchase Agreement, FiT = Feed-in tariff. FiP = Feed-in premium.

28.Leverage drawn (AERIF Share) as a percent of investment fair value as at 31 December 2020.

29.21 Individual assets; Approximately 12 years remaining asset life when calculated using net full load years.

30.Majority of remaining shares are held by entities managed and/or advised by Aquila Capital. 

31.Represents voting interest. Economic interest is approximately 94%.

32.Calculation based on voting interest.

 

ACQUISITIONS

During the year, the Company successfully completed the following acquisitions.

Svindbaek II

By acquiring the outstanding three turbines of the wind park in March 2020 the acquisition of all wind turbines associated with the Svindbaek wind farm has been completed in 2020. Svindbaek is an onshore wind farm located on the west coast of Denmark with 32.0 MW of installed capacity. The asset comprises ten Siemens Gamesa wind turbines of 3.2 MW each. The wind park has been developed by European Energy, one of the largest independent wind project developers in Denmark. The wind farm was fully operational in January 2019. Svindbaek is in an excellent location and benefits from a Danish Premium tariff (feed-in premium structured as a Contract for Difference) for a fixed volume of production, which will last until 2028.

The Rock

The Rock is a 400.0 MW construction-phase wind energy project with an expected commissioning date in the fourth quarter of 2021. In the first year of operation, approximately 91% of the production will be hedged by a fixed price PPA. For the following 14 years, approximately 70% of production is covered by PPAs. The turbine supplier is the stock exchange-listed German manufacturer Nordex SE and the developer is Eolus Vind Norge Holding AS, a 100% subsidiary of Eolus Vind AB.

In Norway, there has been a (so far unsuccessful) tendency in recent years by local interest groups to seek court injunctions against wind turbines under construction in order to prevent their construction. In the case of the Rock, the local reindeer herdsmen (the Sami) followed a similar approach and sought an injunction which the court declined to grant. The Sami's subsequent appeal was also unsuccessful. The Sami could now appeal to the surpreme court. Advice from external legal counsel is that there are no new facts in the case suggesting an appeal to the supreme court is unlikely to be successful and to deliver a different judgement.

The local reindeer herdsmen have also appealed the detailed project plan for the construction and completion of the wind farm ("MTA Plan") at the administrative level (ie not in front of the courts). This appeal is currently being reviewed by the Ministry of Petroleum and Energy ("MPE"). At the same time the Norwegian Parliament has initiated a review of the license (as is the case for any other wind park in Norway) which will be undertaken by the MPE.

There is no current indication that any of the aforementioned reviews will lead to a negative outcome for the Rock and it is expected that in the near future MPE will revert with a final decision on the MTA Plan as well as a confirmation of the effectiveness of the license itself.

Benfica III

Benfica III is a portfolio of three solar parks with a total capacity of 19.1 MWp located in Portugal. All three solar parks in the portfolio utilise a fixed-tilt ground-mounted structure. One of the parks (Montes Novos) is located in central Portugal and started operations in October 2017. The other two parks (Tapadas and Azambuja) are located to the north of Lisbon and were recently connected to the grid and commissioned. The project sites provide high solar irradiation of around 1550 - 1650 kWh/kWp. The majority of the P50 production is contracted via a PPA with a subsidiary of Axpo Holding AG.

Albeniz

Albeniz is part of a cluster of four separate solar parks in various stages of development and construction, owned by funds managed by Aquila Capital. The portfolio is located in the south of Spain, benefitting from high irradiation and yields and advanced solar PV technology. Albeniz is expected to be commissioned in the fourth quarter of 2021. The asset benefits from a 5 year PPA with a subsidiary of The Statkraft Group.

Desfina

Desfina was developed in Greece by Enercon and comprises five Enercon E82-2.35 MW as well as 12 Enercon E92-2.35 MW wind turbines that have an assumed operating life of at least 25 years. The turbines were connected to the grid in February 2020. The asset is entitled to receive a 20 year feed-in premium, which is structured as a contract for difference to 98 EUR/MWh, for 100% of the energy produced from grid connection. The operating licences for the asset were recently awarded in March 2021. The developer and turbine supplier is also the contractual partner for operations and maintenance as well as for the technical and commercial management.

 

PORTFOLIO CONSTRUCTION

AS AT 31 DECEMBER 2020

Capital Deployment Profile Since IPO33

Total capital invested and committed has increased materially since 2019 following two successful capital raisings and ongoing investment activity (as described earlier). Investment commitments relate to the Company's share of total projected funding required in relation to the construction of The Rock and Albeniz, both of which are expected to be commissioned in Q4 2021. Construction of The Rock is also expected to be supported by construction debt finance at the asset level subject to fulfilling two conditions subsequent in relation to the legal claims against The Rock (further information can be found in the Annual Report). Albeniz's construction commitments are expected to be fully equity funded.

The Company maintains an adequate liquidity position to fund its future capital commitments. As at 31 December 2020, the Company had a surplus cash balance (net of future capital commitments) of approximately EUR 47.0 million.

Asset Status

During 2020, the Company has made further progress in relation to its diversification goals, both in terms of asset classes and geography. At the end of 2020, the portfolio consisted of 31 assets in 9 investments, wind power, hydropower and solar PV, located across six countries in Northern and Continental Europe.

The Company successfully closed the acquisition of Benfica III and Albeniz, representing the first solar investments in the portfolio. Following this, the portfolio is now fully invested across all three targeted renewables technologies. Over the long-term, our goal is to achieve an asset allocation of 15-25% hydropower, 30-50% solar PV and 30-50% wind. During the year, the Company also expanded its geographic footprint with investments in new jurisdictions, including Spain (Albeniz) and Greece (Desfina).

As at 31 December 2020, the portfolio's largest exposure is in Denmark and Norway (both over 25%), both of which have a long-term credit rating of AAA, with a stable outlook by Standard and Poor's.

The portfolio has minimal concentration risk, with Desfina representing the largest single asset exposure, equating to 16.6% (asset fair value), or 12.0% of the Company's NAV.

Naturally the portfolio is largely weighted towards operating assets (78.3% of asset fair value), in line with the Company`s stated objective to secure a stable and growing dividend for investors. Construction exposure (21.7%) relates to the Company's interest in both The Rock and Albeniz. This exposure will continue to increase as both projects advance construction and are expected to be completed by Q4 2021.

The portfolio allocation remains within the Company's stated investment restrictions, which are designed to promote asset diversification and minimise risks.

33.Only reflects the current commitment as of 31 December 2020.

Contracted Revenue Position

The objective of the investment strategy is, among other things, to generate a stable cash flow through investments that benefit from a high level of contracted revenues in the form of government regulated tariffs or fixed price PPAs. At the end of 2020, approximately 73.9% of the present value of revenue generated by our investments was contracted over the first five years34.

Our contracted revenues have a weighted average contract life35 of approximately 9.5 years as at 31 December 2020, providing strong earnings visibility. In addition, our contracted revenue counterparty exposure also boasts an attractive risk profile, represented by a combination of investment grade corporates (PPAs) and highly rated sovereign entities (Government regulated tariffs).

Our contracted position reflected in the graphs below represents a snapshot of our existing PPAs and Government regulated tariffs as at 31 December 202036 and does not assume any replacement PPA or other forms of hedging after the expiry of these contracts. In accordance with the investment strategy, in practice AERIF intends to renew and implement replacement PPAs (or other forms of hedging as required) before any existing contracts expire, in order to maintain a high degree of contracted revenues.

34.Calculated based on a present value of revenue as at 31 December 2020, based on the Company's portfolio discount rate.

35.Weighting based on purchase price or equity invested.

36.With the exception of Olhava, where a PPA replacement has been assumed, in accordance with the conditions of the existing debt financing in place.

 

FINANCIAL PERFORMANCE

Production by Technology (AERIF share)



Electricity Production

(GWh)

Variance
(2020 actual

Technology

Region

2020

201938

vs budget)41


Denmark,




Wind

Finland,

382.6

200.1

6.3%


Norway,





Greece




Hydropower

Portugal

62.0

58.4

10.4%

Solar

Portugal

15.337

0.0

(2.3%)

Total


459.9

258.5

6.5%

Actual production 2020 vs. Budget (AERIF share)


Load Factors

Technology

2020

2019

Wind

34.4%

30.8%

Hydropower

38.2%

36.0%

Solar

16.8%

n/a

The electricity production of the portfolio was 459.9 GWh in the reporting year and exceeded the budget (P50) by 6.5%. This is mainly due to the outperformance of the Company's wind assets in Norway and Finland which benefited from above-average wind conditions, particularly during the first quarter of 2020. The portfolio also benefitted from excellent production conditions from the hydropower portfolio (Sagres) in Portugal, which experienced relatively large amounts of precipitation during the period.

Compared to 2019, an increase in production of 77.9% was recorded. This is attributable to the acquisition of Svindbaek and Benfica III, as well as the inclusion of a full 12 month contribution from the Olhava wind farm in 2020, which was acquired in Q3 2019.

Asset Level Performance (AERIF Share)39


2020

201940

Production (GWh)

459.9

258.5

Average Revenue per MWh (EUR)

54.6

61.0

Asset income (EUR m)

25.1

15.8

Asset operating costs (EUR m)

6.7

4.4

Interest and tax (EUR m)

2.1

2.8

Asset underlying earnings

16.4

8.6

Asset debt amortisation (EUR m)

8.2

3.6

Company and HoldCo expenses, other (EUR m)42

0.9

1.7

Total underlying earnings (EUR m)

7.3

3.3

Dividends paid (EUR m)

6.5

1.2

Dividend cover

1.1

2.8

37.2020 solar production reflects Benfica III whose production is shown as of the economic transfer date 1 January 2020 (one of the three companies) / 1 August 2020 (two of the three companies).

38.2019 wind and hydropower production data shown as of the economic transfer date (Tesla & Holmen II - 1 January 2019, Olhava - 9 August 2019). Whilst Sagres had an economic transfer date of 1 January 2018, only 2019 data is shown for comparative purposes. Adding back Sagres 2018 production to 2019 data equates to total electricity production of 318.5 GWh.

39.Calculation is based on AERIFs share of asset revenue and operating costs, sourced from asset level, audited accounts (non audited for Sagres SPVs). Non-euro currencies converted to EUR as at 31 December 2020.

40.Sagres contribution reflects 2019 only, for comparison purposes (noting that the economic transfer date was 1 January 2018).

41.Desfina contribution (November and December) assumes budget is equal to actual for the purposes of the table.

42.Includes income derived through forward funding construction finance.

Revenues from the sale of produced electricity are generated from government regulated tariffs and contractually fixed compensation (PPAs), as well as from the sale of the generated electricity on the spot market. Despite production volumes being higher than budget (6.5%), AERIFs share of revenue recorded at the asset level was below budget levels as a result of lower realised market prices in relation to the unhedged portion of our revenues. This was mainly due to lower demand for electricity as a result of the COVID-19 pandemic, as well as lower carbon prices. Asset revenue increased year on year, largely attributable to the full year contribution from Olhava and additional investments which are operating (Svindbaek, Benfica III). Despite the adverse market conditions, the Company was able to maintain adequate dividend target for the year, reinforcing the Company's investment strategy which is focused on diversification and a high degree of contracted revenues.

Operating costs in the reporting year were marginally above budget for the year, commensurate with higher than expected production over the period. Our operating cost position also benefited from the successful implementation of efficiency improvement programs (including software and automation) at Sagres, which led to higher efficiency and cost savings in the technical management of the power plants. Aquila Capital's Asset Management team continue to explore initiatives to further optimise the Company's assets throughout their operating life.

Operational Highlights

·         Tesla: Good wind conditions led to a 7.9% overrun of planned production in 2020, particularly in Q1 and Q4 2020. However, sustained weak market prices for electricity and certificates were recorded. Given approximately 30% of the production volume is not secured via PPAs and is sold on the spot market, this had a strong impact on revenues, which were down 24.3% against budget in the reporting year.

·         Sagres: The production of the Portuguese hydropower portfolio was 10.4% above plan in the past reporting year. This is due to improvements implemented by the new Operations and Maintenance ("O&M") provider and above-average precipitation in Q1 and Q4. Whilst the third quarter was particularly dry, this had a negligible impact on production for the year. Despite depressed electricity prices experienced throughout the year, overall revenue was up 6.3% above budget for the year.

·         Holmen II: 2020 started with very pleasing strong wind conditions, however, this trend was not observed over the remainder of the year and as a result, overall performance was approximately 4.5% below budget. In addition, high hydropower volumes, the COVID-19 pandemic and low carbon costs significantly depressed the electricity price for the majority of the year. Short-term hedges were introduced to ultimately stabilise prices towards the end of the year. Revenue was down approximately 36.6% against budget for the year.

·         Olhava: Except for May and June, the wind conditions in Finland were generally above average and accordingly the wind farm performed 16.1% above budget in production while revenues exceeded the budget by 22.2%.

·         Svindbaek: Svindbaek was originally acquired in December 2019. We acquired the remaining turbines on the wind farm in March 2020. Similar to Holmen II, the year 2020 for Svindbaek started with a productive first quarter, followed by three very weak quarters with poor wind conditions. December in particular was characterised by extremely low wind conditions, however 2020 closed 1.3% over budget. Due to high amounts of hydropower in the region, combined with low carbon costs and the COVID-19 pandemic, power prices dropped significantly for the majority of 2020. Towards the end of year, these conditions started to subside and higher prices were observed, however this was not sufficient to offset revenue for the year which was down 32.4% against budget.

·         The Rock: In the second quarter of 2020, the Company completed its acquisition of a 13.7% stake in The Rock, which is currently under construction and is expected to be connected to the grid in the fourth quarter of 2021. The overall schedule for construction works (civil engineering works, electrical works and turbine erection) has been on track. In the fourth quarter, the project moved towards a new phase when Nordex entered the site and the planning was intensified.

·         Benfica III: The Portuguese solar portfolio was acquired in October 2020. Production was marginally below expectations (2.3%), however this was offset by better than expected pricing, resulting in total revenue down 1.0% against budget.

·         Albeniz: Albeniz started construction works at the beginning of 2021 following the issuance of a notice to proceed in December 2020. Procurement orders for the main equipment have been launched and preliminary works for the topography and temporal facilities have been commenced. Construction works in relation to the shared substation are ongoing and ahead of schedule.

·         Desfina: The Greek asset was only purchased by the Company at the end of December 2020. The operating licenses for the asset were recently awarded in March 2021, which reflects the final milestone towards commercial operations and commencement of the feed-in premium. In the months of November and December 2020, which are economically attributable to the fund, the park produced 15.5 GWh of electricity and generated revenues of EUR 0.8 million.

·         Other: We are pleased to report that there were no major health or safety incidents during the year.

Leverage


As at

As at


31 December

31 December

EUR million

2020

2019

NAV

316.9

158.9

Debt-SPV level

113.0

85.0

GAV

429.9

243.9

Debt (% of GAV)

26.3

34.8

The Company continues to maintain a conservative gearing position, which reduced from 34.8% to 26.3% as at 31 December 2020, largely as a result of ongoing amortisation of existing project level debt, additional capital raisings and further investments into unlevered assets, including Svindbaek II, Benfica III and Albeniz. The Company continues to operate well within the maximum gearing limit of 50.0% of GAV, as outlined in the prospectus.

The Company's share of total debt at the SPV level increased to EUR 113.0 million (30 June 2020: EUR 81.9 million), largely as a result of the acquisition of Desfina in late 2020. Debt associated with the Rock is expected to be drawn progressively as construction progresses, subject to fulfilling the outstanding two conditions subsequent in relation to the legal claims (further information can be found in the Annual Report).

The majority of the Company's debt is fully amortising and hedged. The Company benefits from long dated project finance debt at the asset level, with a weighted average maturity of 12.8 years.

Valuation

A summary of the Company's underlying SPV investments at HoldCo level, recorded at fair value is provided below.


As at

As at


31 December

31 December

Fair Value (EUR million)

2020

2019

Tesla

25.4

28.0

Sagres

15.2

17.1

Holmen II

21.5

24.3

Olhava

25.3

25.6

Svindbaek

37.0

24.4

The Rock

32.2

n/a

Benfica III

16.7

n/a

Albeniz

17.4

n/a

Desfina

37.9

n/a

Total

228.5

119.5

NAV Bridge

·         The Company's NAV as at 31 December 2020 was EUR 316.9 million or 99.96 cents per Ordinary Share. Compared to 31 December 2019 this represents a NAV total return of 0.7% per Ordinary Share (including dividends).

·         Dividends of EUR 6.5 million (3.5 cents per Ordinary Share) were paid during the year with respect to the fourth quarter of 2019 to the third quarter of 2020. In addition, the Company declared a further 1.25 cents per Ordinary Share in relation to the fourth quarter of 2020.

·         EUR 2.8 million net profit comprising interest income from shareholder loans (EUR 6.2 million), partially offset by Invest-ment Advisory fees (EUR -1.7 million), other expenses (EUR -1.3 million) and finance costs (EUR ‑0.4).

·         Others relate to the settlement of Investment Advisory expenses, share issuance costs and foreign exchange losses.

·         The movements in the valuation of the SPV assets at the HoldCo of EUR -5.6 million (following a EUR 9.1 million increase in the period from IPO to 31 December 2019) resulted mainly from a reduction in forecast electricity prices, particularly in the short-term as a result of the mild winter experienced in the Nordics, combined with lower oil prices and the COVID-19 pandemic. Longer-term price forecasts across the Company`s portfolio declined marginally, reflecting the structural shock of the COVID-19 pandemic and changes in commodity prices.

·         EUR 7.5 million in cash distributed from the assets to the HoldCo (in the form of interest and dividends) in 2020, in line with expectations.

·         In addition to the negative effect from power price curves, the following further events had an impact on the fair values of the assets:

-         Tesla (EUR -2.7 million): valuation was negatively impacted by adverse movements in the NOK:EUR exchange rate

-         Sagres (EUR -1.9 million): Slightly lower inflation expectations for Portugal

-         Holmen II (EUR -2.8 million): Negative effect due to production adjustment according to the final Energy yield assessments. The negative effect on the asset fair value was counterbalanced by the purchase price adjustment compensation payment received by the Company's wholly owned subsidiary, Tesseract Holdings Limited in Q4 2020

-         The Rock (EUR 2.7 million): Positive impact on the valuation as a result of continued construction progress and improved financing conditions

·         Minor accretion in NAV per Ordinary Share following two share capital issuances throughout the year at a premium to the Company's NAV (EUR 40.0 million in March 2020 at EUR 1.05 per Ordinary share, which represented a premium of 2.9% and EUR 127.5 million in October 2020 at EUR 1.0375 per Ordinary share, which represents a premium of 5.2% to the Company`s share price)

·         Despite the reduction in existing asset values, portfolio value remains above acquisition cost (EUR 4.6 million in unrealised gains on the balance sheet).

·         70bps reduction in portfolio discount rate from 7.3% to 6.6% between Q3 2020 and Q4 2020 respectively (Q4 2019 discount rate: 7.6%).

·         Fair value of recent acquisitions has been calculated using the same power price curve methodology43 and corresponds to purchase price.

·         Major drivers of reduction in discount rate are ongoing yield compression and a more conservative business plan due to change in power price curve mix.

·         Discount rate further supported by market trends:

-         Continued decline in Government bond yields

-         Strong demand for renewables as an asset class

-         In-line with peer group

·         Return objectives unchanged - targeting a total return of 6.0

-         7.5% (net of fees and expenses) over the long-term.

The chart below shows the Company's share price performance since the IPO against the Company's reported NAV in the reporting year.

Valuation methodology

The Company owns 100% of its subsidiary Tesseract Holdings Limited. The Company meets the definition of an investment entity as described by IFRS 10, as such the Company's investment in the HoldCo is valued at fair value.

The Company acquired underlying investments in Special Purpose Vehicles ("SPVs") through its investment in the HoldCo.

The Investment Adviser has carried out fair market valuations of the SPV investments as at 31 December 2020, reviewed by the AIFM, and the Directors have satisfied themselves as to the methodology used, the discount rates and key assumptions applied, and the valuation. All SPV investments are at fair value through profit or loss and are valued using the IFRS 13 framework for fair value measurement. The following economic assumptions were used in the valuation of the SPVs.

43.Excluding Desfina where only one curve provider is available.

Valuation Assumptions

As at 31 December 2020

Discount rates

The discount rate used in the valuations is derived according to internationally recognized methods. Typical components of the discount rate are risk free rates, country-specific and asset-specific risk premia.

The latter comprise the risks inherent to the respective asset class as well as specific premia for other risks such as development and construction, such as is the case for the Rock, for example.

Power price

Power prices are based on power price forecasts from leading market analysts. The forecasts are independently sourced from a provider with coverage in almost all European markets as well as providers with regional expertise. During the year, for solar PV and wind assets, the Company has moved from a rolling average of a single power price curve forecast and adopted a blend of two curve provider's forecasts. This change results in a more conservative approach as it better reflects actual power prices and reduces the overall volatility around future forecast levels. Commensurate with this there has been a reduction in discount rates to reflect the more conservative cashflow assumptions. The approach for hydro assets remains unchanged from 2019 (i.e. three power price curve providers).

Energy yield

Estimated based on third party energy yield assessments as well as operational performance data (where applicable) by taking into account regional expertise of a second analyst.

Inflation rates

Long-term inflation is based on central bank targets for the respective jurisdiction.

Asset life

In general, an operating life of 25 years for onshore wind and 30 years for Solar PV is assumed. In individual cases a longer operating life is assumed where the contractual set-up (i.e. O&M agreement with availability guarantee) supports such assumption. The operating life of hydropower assets is in accordance with their expected concession term.

Operating expenses

The operating expenses are primarily based on the respective contracts and, where not contracted, on the assessment from a technical adviser.

Taxation rates

The underlying country-specific tax rates are derived from due diligence reports from leading tax consulting firms.

Capital expenditure

Based on the contractual position (e.g. engineering, procurement and construction agreement), where applicable.

Key Assumptions

Metric


FY20

FY19

Discount rate

Weighted average

6.6%

7.6%

Long-term inflation

Weighted average

2.0%

2.0%

Remaining Asset life
(Weighted Average)44

Wind

~24 years

~22 years

Hydropower

~12 years

~13 years

Solar

~27 years

n/a

A more conservative power price curve forecast has been adopted in the Q4 2020 NAV:

·         Prior to Q4 2020: rolling average of a single power price curve forecast

·         Q4 2020: average of two power price curve providers forecasts containing most recent information45

·         Adopted approach better reflects current market expectations about power prices

·         Reduction in forecast prices partially offset by new portfolio additions in higher price regions (e.g. Southern Europe)

·         Reduction in discount rate reflects the more conservative cashflow assumptions under the new power price curve forecast which, all other things being equal, have in aggregate no material impact on the NAV of the period

·         Key assumptions with regards to inflation and asset lifetime remained unchanged

44.Remaining asset life based on net full load years. Does not consider any potential asset life extensions.

45.Excluding Sagres and Desfina due to asset specific considerations.

Valuation Sensitivities

The fair value of the Company's investment in HoldCo is ultimately determined by the underlying fair values of the SPV investments. As such sensitivity analysis is produced to show the impact of changes in key assumptions adopted to arrive at the SPV 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 SPVs remains static throughout the modelled life.

Please refer to note 4 in the Financial Statements for further details of the sensitivities.

Leverage

In the course of the second half of the reporting year, the Company was able to reduce its moderate leverage ratio at the SPV level. As of 31 December 2020, the Company had non-recourse debt of approximately EUR 113.0 million at the SPV level (EUR 85.0 million as of 31 December 2019), which corresponds to approximately 26.3% of the GAV (34.8% as of 31 December 2019). The weighted average maturity of the debt financing was approximately 12.8 years at the end of the year and was predominantly hedged and amortising.

MARKET COMMENTARY AND OUTLOOK

Market Prices

2020 was a difficult year for the European power sector, which suffered from a reduction in economic output and oil prices which had significant implications for electricity prices, including the markets in which our assets are located. As shown in the graph below, average daily power prices reached record lows in Q2 2020. Mild winter and excessive hydrology in the Nordics depressed Nordpool prices further for an extended period throughout the year. As we observed later in 2020, market prices for electricity began to show signs of varying levels of improvement, which we expect to continue as economies begin to re-emerge from the crisis, further supported by positive vaccine developments.

This observation is also reflected in the price forecasts sourced from our independent market analysts.

The recovery in power prices towards the end of the year was influenced by a number of factors, including:

·         Persistent cold weather in Europe

·         European Commission approval of a new 2030 greenhouse gas reduction target of 55%

·         Continued recovery in commodity prices (gas, coal and oil) as a result of higher demand and supply side limitations

2020 Average Daily Power Price - AERIFs Electricity Markets46

Whilst crises such as these are rare and unpredictable, the resilient performance of the portfolio during the year demonstrated the efficacy of the Company's investment philosophy, which is focused on diversification by technology and geography, supported by a high degree of contracted revenues.

The crisis caused by the COVID-19 pandemic, especially the resulting restrictions, sets new standards in terms of negative economic ramifications. Nevertheless, it can be observed that the current situation is not only presenting our society with new challenges but is also acting as a catalyst to accelerate already existing trends. Already at the beginning of the crisis, calls under the leadership of the Green Recovery Alliance to focus economic and financial stimulus efforts on the establishment of new green standards became increasingly clear.

EU Stimulus Package47

In response to the crisis, the EU put together an economic stimulus package that was historic in its scale, with a financial envelope of over EUR 1.8 trillion. The financial framework envisaged by the EU consists of the long-term budget for the period 2021-2027 (EUR 1,074 billion) and the Next Generation EU programme (EUR 750 billion). 30% of the financial framework is to be invested exclusively in green projects, while 70% is subject to do-no-harm regulation. In addition, the 2030 emissions targets were raised to a new level. The emission reduction target was increased to 55% and the target for the share of renewable electricity production was raised to 65%.

46.Source: European Network of Transmission System Operators for Electricity (ENTSO-E), Nordpool

47.International Institute for Sustainable Development (2020); EU Commission (2021)

EU raised 2030 targets for renewable generation48

According to a study by Bloomberg New Energy Finance, the goal of increasing the share of renewable electricity generation to 65% alone requires investments in renewable generation capacities amounting to EUR 350 billion per year until 2030. Such an estimate suggests the allocation from the Next Generation EU programme covers one year's worth of investment needs. Success is thus largely dependent on the activation of private capital. While the demand for sustainable alternative investments continues to rise, it is up to governments ensuring stable framework conditions in order to maintain or increase the resilience and attractiveness of investment in the sector.

Renewable energies are the cornerstone of the energy transition. Solar PV and wind power are already the cheapest sources of new energy generation and thus highly competitive. In order to steadily increase private investment in the future, stable and predictable cash flows are critical. However, the fluctuating generation of renewable energies, which is dependent on weather conditions, continues to lead to high volatility in electricity prices, which will tend to increase as the share of renewable production rises. It is therefore advisable, as experience from previous crises shows, to maintain and expand existing and functioning subsidy schemes. The announcement of a 15 GW tender for renewable energies by the EU gives reason to expect stable and reliable framework conditions in this context. Opportunities will arise especially in Southern Europe, which was hit particularly hard by the COVID-19 pandemic. Supported by the planned allocation mechanisms, these countries will benefit above average from the EU budget. Based on the particularly positive effects on the labour markets, the expansion of renewable energies could offer a sustainable way out of the economic crisis.

The still less established renewable markets, such as Poland, the Czech Republic and Romania, among others, all have less than a fifth of total power sector capacity accounted for by renewables. Here, access to capital would significantly improve the conditions and thus accelerate the expansion. Opportunities arise in this area through EU backed co-financing, guarantees, loans from development banks and the issuance of green bonds.

In the long term, however, renewable energies will benefit in particular from investments in other areas of the energy system with the aim of smoothing volatile production profiles. The planned grid expansion will reduce bottlenecks and increase connectivity between countries. This will create opportunities to smooth out seasonal fluctuations. Planned investments in storage capacities, such as the announced European hydrogen strategy and the expansion of electromobility, are the basis for a long-term transformation of our energy system. Digital and smart applications also contribute to making demand more flexible and thus form the cornerstone for the further integration of renewable energies. In addition, the expansion of emissions trading and increasing sector coupling directly increases the demand for renewable energy and opens up further growth potential in the market for private power purchase agreements, which is clearly gaining in importance.

The crisis can thus mark a turning point, in the valley of which a holistic approach and the associated financial framework will create stable and reliable framework conditions for private investors and at the same time reduce the long-term need for subsidies.

Power Purchase Agreements

The Investment Adviser has a dedicated Merchant Markets Desk ("MMD") responsible for the origination, negotiation and execution of PPAs. The MMD team works with the off takers to structure delivery obligation profiles and alternative hedging solutions.

As shown in the figures below, a sophisticated approach to PPAs enables generators to optimise their risk-return profiles through stable cash flows and access to potential upside:

·         The common PPA structures (e.g. tenor, fixed price vs floating price) in each market are largely dependent on liquidity of the forward market and the type of renewable subsidy available

·         Fixed price PPAs provide a strong base of stability and are often considered a risk management instrument for all parties involved

·         PPAs with stricter delivery obligations tend to be balanced with a more attractive remuneration for the generator

·         The appetite for merchant exposure is often the deciding factor when considering an optimal structure for PPAs

·         Views on market risk and outlook are therefore the key drivers of the approach adopted to power purchase, given the trade-off between security and a potential upside

48.BNEF (2021)

PPA Risk Profile

The continuing decline in levelized costs of energy ("LCOE") for wind and solar PV energy is increasingly finding its way into the markets. The resulting high competitiveness is reflected in the decreasing need for subsidies in Europe. The graph below illustrates this development. While subsidies paved the way for renewable energies, auctions are increasingly being recorded that completely dispense state support. In particular, solar PV systems in combination with ideal weather conditions in Southern Europe show LCOEs significantly below the electricity price level.

European average auction price (USD/MWh)48

The private markets, on the other hand, are gaining in importance. Private PPAs showed enormous growth in 2020 despite the tense economic situation. Compared to 2019, the contractually fixed capacity between companies and electricity producers increased by more than 170%. The sharp increase in 2020 was significantly influenced by solar PV contracts - which exceeded the capacities of onshore wind plants for the first time - on the Iberian Peninsula.

European PPA capacity (MW; by estimated signing year, broken down by technology)48

The adaptation of private markets in this context is not primarily due to a change in environmental awareness, but rather provides obvious proof of the economic advantages of renewable energy. Investors and operators of renewable generation sources benefit from a reduction in regulatory risks and stable cash flows in the long term. In addition, there are positive influences on bankability and thus on the cost of debt capital, which in turn supports the further expansion of renewable energies.

European PPA capacity (MW; by estimated signing year, broken down by country)48

48.BNEF (2021)

The COVID-19 pandemic

Whilst the COVID-19 pandemic has had far reaching implications for the global economy and uncertainty remains, the Company's investment philosophy and capital allocation strategy remains unchanged since the IPO in June 2019.

As a result of the pro-active asset management practices implemented by Aquila Group, all of the Company`s assets continue to be operated and maintained to the highest industry standards. The Company's existing operating investments are connected to the power grid and continue to produce electricity regardless of current market condi-tions. Our construction projects are closely monitored by Aquila Group, working in collaboration with the appointed project's construction partners. To date there have been no observed delays to construction progress as a result of the COVID-19 pandemic.

The Company's Investment Adviser and other stakeholders have implemented procedures to ensure the safety and wellbeing of all employees involved in the Company's assets and projects, as well as preserving business continuity.

Conclusion

A cornerstone to the investment philosophy is diversification, which the Company has set out to achieve in terms of the technologies we invest in (wind, solar PV and hydropower), but also the regions and energy markets in which our assets are located. In addition, the portfolio has been constructed with conservative gearing levels and a high degree of contracted revenues with creditworthy counterpar-ties. These characteristics not only increase earnings visibility but also reduce volatility and minimise exposure to any single asset or market. As a result, the Company and its investment portfolio is well posi-tioned to withstand external shocks such as those experienced during the COVID-19 pandemic.

Aquila Capital Investmentgesellschaft mbH

19 April 2021

ENVIRONMENTAL, SOCIAL AND GOVERNANCE

Environmental

In 2015, the UN launched 17 Sustainable Development Goals, with the purpose of putting an end to poverty, improving health and education, reducing inequality, spurring economic growth and tackling climate change around the world. These goals are set to stimulate action for people, the planet and prosperity, with the agenda of transforming the world by 2030.

UN Sustainability Development Goals

In 2018, the EU agreed to a climate and energy framework and set ambitious goals for 2030. The aim is to have a clean, affordable and reliable energy system in Europe, targeting:

40.0%

At least a 40.0% decline below 1990 levels in greenhouse gas emissions

32.0%

A 32.0% renewables share of the energy system

32.5%

A 32.5% improvement in energy efficiency

Aquila Capital believes that sustainability is a core value for fiduciary managed portfolios. Real asset investments, especially generation of renewable energy, contribute directly to the achievement of the ambitious EU climate goals and we are proud to provide our investors with smart investment solutions that tackle climate change directly. Having achieved a renewables portfolio of 10 GW shows that institutional investors are willing to be part of the energy transition and we're looking forward to showing our commitment to sustainability over the coming years.

The Company aims to invest in a diversified portfolio of renewable energy infrastructure investments, such as hydropower plants, onshore wind and solar parks, across continental Europe and Ireland. With the objective of providing investors with a truly diversified portfolio of renewable assets, the Company is able to deliver on its investment objectives as well as contribute towards the green economy. The Company contributes to the following three UN Sustainable Development Goals:

The Company Contribution to the UN Sustainable Development Goals

Ensure access to affordable, reliable, sustainable and modern energy for all.

·         The Company's portfolio produces renewable energy which contributes towards Europe's electricity mix

·         Renewable energy is a cost effective source of energy compared to alternative options

·         The Company's investments in renewable assets help to support and encourage further investment in the industry

Build resilient infrastructure, promote inclusive and sustainable industrialization and foster innovation.

·         The Company targets renewable investments which are supported by high quality components and infrastructure in order to optimize the energy yield and subsequent return for investors

·         The Company's investments help to support the construction of shared infrastructure (e.g. substation) which enables further expansion of renewable energy sources

·         The Company's Investment Adviser, is responsible for monitoring and optimizing the Company assets' day to day asset performance. This process also involves actively exploring how new technologies and other forms of innovation can be utilised to enhance asset performance and sustainability (energy yield, O&M, asset life)

Take urgent action to combat climate change and its impacts.

·         The Company's 301.3 MW portfolio has the potential to power more than 203 thousand households and offset approximately 239 thousand tonnes of CO2 emissions annually. The Company has ambitious goals to expand its portfolio which will be accretive to further CO2 reduction over time

·         As a signatory to the UN Principles for Responsible Investments (UN PRI), the Company's Investment Adviser has integrated ESG criteria along the investment process for the Company`s assets, which includes considerations for climate change

Social

Our assets are typically located in remote regions of Europe, where the resource factor is high. In some cases, our assets are closely linked to a local community within proximity. Active engagement with local communities is an integral part of our investment philosophy. Our assets continue to support communities through contracting with local service providers, payment of local taxes, as well as lease payments for the land our assets utilise.

Skiing at Tesla (Midtfjellet Vindkraft AS)

The Midtfjellet peaks have become available to the public after Midtfjellet Vindkraft AS opened the roads up to the turbines. This simple means of access has led to far more people being able to enjoy the excellent cross-country ski trails. The winter season is no exception even if the enormous amounts of snow this year presented Midtfjellet Vindkraft´s staff with an extra challenge when preparing the popular cross-country ski trails. It was a challenge they rose to with pleasure, opening up the mountain to skiers from across the entire region.

The local 3000-strong community makes the most of its relationship with the wind park, using it as a recreational area throughout the year. The miles of paths and trails slide seamlessly into the landscape and are widely used by young and old alike. This year's beautiful winter weather with enduring snow on the ground meant the area became almost too popular but, as they say, together we were able to find an answer: one of the turbines was temporarily stopped so that the car park could be extended while the mayor helped out as parking attendant.

Midtfjellet Vindkraft AS is more than just aware of its social role in relation to the local community; it has pride in the wind park always looking its best. This is no less the case when winter comes roaring in with masses of snow. The fantastic, beautifully prepared ski-trails stretch for miles across the peaks, providing tremendous enjoyment for the local population.

The response from wind park visitors this winter has been overwhelming. 'Winter wonderland', 'the best ski trails in the country' and 'magical mountain snow' are just a few of the reactions to be found on social media, which have been full of pictures of sun, snow, mountains and wind turbines. And, come the spring, it will be off with the ski-boots and on with the hiking shoes. Up on the mountain, wonderful new experiences of nature await.

Governance

Our goal is to be a responsible investor, ensuring that environmental, social and governance criteria are incorporated into our day-to-day investment decisions as well as generating a positive impact for society. This is reflected across our investment philosophy and approach, including our Investment Adviser, who is dedicated to the green energy transition. The Investment Adviser is dedicated to environmental protection through various sponsorships and partnerships, as highlighted below.

The Company and its Investment Adviser operate with a structured screening, due diligence and investment process. This process is designed to ensure that investments are reviewed and compared on a consistent basis. Typically, due diligence for new investment opportunities is led by Investment Adviser's in-house functions (including investment management, structuring & tax, risk management, leal, valuation and compliance), combined with external advisers.

WWF Germany

Aquila means "eagle" in latin. Accordingly, Aquila Capital partnered with WWF Germany in order to become sponsors of an eagle couple: Eddie and Carmen.

WWF has been committed to the protection and conservation of eagles in Germany since 1972. The foundation has the overarching goal of stopping the destruction of nature and the environment and building a future in which people live in harmony with nature.

With our donation, WWF Germany was able to acquire an ideal piece of forest and land in Schleswig-Holstein, Germany last year and convert it into a protected area. In addition to Eddie and Carmen, this territory also provides a natural habitat for numerous other animals and thus contributes directly to the preservation of biodiversity in our region.

Protection of endangered wild bees

Wild bees are vital for our ecosystem as well as biodiversity. In light of the shrinking bee population, they urgently need protection. Aquila Capital started a project to colonise wild bees on selected solar parks. Together with the biologist and leading bee expert Rolf Witt, Aquila Capital is also investigating the possibilities for planting wild flowers and providing nesting facilities to support the fight against the massive population losses of wild bees.

European Alliance for Green Recovery

In May 2020, Aquila Capital joined the European Alliance for Green Recovery, launched following the COVID-19 pandemic at the initiative of Pascal Canfin, Chairman of the European Parliament's Environment Committee, to work together and build post-crisis green investment plans.

As a signatory of the pan-European initiative, Aquila Capital is committed to implementing investment strategies that are consistent with the Green Deal's climate commitments to rebuild the economy after the crisis, while continuing the transition to carbon neutrality.

Aquila Charity

With our initiative "Aquila Charity", Aquila Group employees and the Company itself support self-selected charitable organisations.

Not only does Aquila Capital support various causes during Christmas time but is also committed to charity throughout the year. In recent years Aquila Capital has donated over half a million euros to charitable organisations and plans to continue this commitment.

Governance and Investment Process

Our Board composition is unchanged since the IPO and consists of four, non-executive members. The Board continues to uphold a stringent level of corporate governance. The Company benefits from both an independent Board of Directors, as well as an AIFM, International Fund Management Limited (part of PraxisIFM Group). The Board of Directors supervise the AIFM, who is responsible for making recommendations in relation to any investment proposals put forward by the Investment Adviser. The Investment Adviser is fully regulated and supervised by BaFin in Germany.

As a signatory to the United Nations' Principles for Responsible Investments, Aquila Capital has integrated environmental, social and governance risk as well as opportunity assessments across every single stage of its investment process, including any investments the Company participates in.

ESG Integrated Investment Process

Asset Sourcing and Analysis

·         Consider the ESG principles in the sector and country

Due Diligence

·         Due diligence to consider the asset's compatibility with ESG principles, sustainability, climate neutrality and human rights

·         Ensure transparency around ESG principles with partners

Acquisition

·         An asset will be integrated into the portfolio only after all relevant ESG principles have been assessed

Ongoing management

·         Consider ESG principles as they relate to the continual maintenance and administration of an investment strategy or asset

·         Supplementary regulations will be enforced if local requirements are not adequate

INVESTMENT POLICY AND KEY PERFORMANCE INDICATORS

Investment policy

The Company will seek to achieve its investment objective, predominantly through investment in Renewable Energy Infrastructure Investments in continental Europe and the Republic of Ireland comprising (i) wind, photovoltaic and hydropower plants that generate electricity through the transformation of the energy of the wind, the sunlight and running water as naturally replenished resources, and (ii) non-generation renewable energy related infrastructure associated with the storage (such as batteries) and transmission (such as distribution grids and transmission lines) of renewable energy, in each case either already operating or in construction/development ("Renewable Energy Infrastructure Investments").

The Company will acquire a mix of controlling and non-controlling interests in Renewable Energy Infrastructure Investments and may use a range of investment instruments in the pursuit of its investment objective, including but not limited to equity, mezzanine or debt investments.

In circumstances where the Company does not hold a controlling interest in the relevant investment, the Company will seek, through contractual and other arrangements, to, inter alia, ensure that the Renewable Energy Infrastructure Investment is operated and managed in a manner that is consistent with the Company's Investment Policy, including any borrowing restrictions.

Investment restrictions

The Company aims to achieve diversification principally through investing in a range of portfolio assets across a number of distinct geographies and a mix of wind, solar PV and hydro technologies involved in renewable energy generation. The Company will observe the following investment restrictions when making investments:

·         no more than 25 per cent. of its Gross Asset Value (including cash) will be invested in any single asset;

·         the Company's portfolio will comprise no fewer than six Renewable Energy Infrastructure Investments;

·         no more than 20 per cent. of its Gross Asset Value (including cash) will be invested in non-generation renewable energy related infrastructure associated with the storage (such as batteries) and transmission (such as distribution grids and transmission lines) of renewable energy;

·         no more than 30 per cent. of its Gross Asset Value (including cash) shall be invested in assets under development and/or construction;

·         no more than 50 per cent. of the Gross Asset Value (including cash) will be invested in assets located in any one country;

·         no investments will be made in assets located in the UK; and

·         no investments will be made in fossil fuel assets.

Compliance with the above restrictions will be measured at the time of investment and non-compliance resulting from changes in the price or value of assets following investment will not be considered as a breach of the investment restrictions.

The Company holds and will hold its investments through one or more SPVs and the investment restrictions will be applied on a look-through basis.

Although not forming part of the investment restrictions or the Investment Policy, where Renewable Energy Infrastructure Investments benefit from a power purchase agreement, the Company will take reasonable steps to avoid concentration with a single counterparty and intends that no more than 25 per cent. of income revenue received by Renewable Energy Infrastructure Investments will be derived from a single off-taker.

Changes to the investment policy

The Directors do not currently intend to propose any material changes to the Company's investment policy. Any material changes to the Company's investment policy set out above will only be made with the approval of Shareholders.

Hedging

The Company does not and has no intention of using hedging or derivatives for investment purposes but may from time to time use derivative instruments such as futures, options, futures contracts and swaps (collectively "Derivatives") to protect the Company from fluctuations of interest rates or electricity prices. The Derivatives must be traded on a regulated market or by private agreement entered into with financial institutions or reputable entities specialised in this type of transaction.

Liquidity management

The AIFM will ensure that a liquidity management system is employed for monitoring the Company's liquidity risks. The AIFM will ensure, on behalf of the Company, that the Company's liquidity position is consistent at all times with its Investment Policy, liquidity profile and distribution policy. Cash held pending investment in Renewable Energy Infrastructure Investments or for working capital purposes will be invested in cash equivalents, near cash instruments, bearer bonds and money market instruments.

Borrowing limits

The Company may make use of long-term limited recourse debt for Renewable Energy Infrastructure Investments to provide leverage for those specific investments. The Company may also take on long-term structural debt provided that at the time of entering into (or acquiring) any new long-term structural debt (including limited recourse debt), total long-term structural debt will not exceed 50 per cent. of the prevailing Gross Asset Value. For the avoidance of doubt, in calculating gearing, no account will be taken of any Renewable Energy Infrastructure Investments that are made by the Company by way of a debt or a mezzanine investment. In addition, the Company may make use of short-term debt, such as a revolving credit facility, to assist with the acquisition of suitable opportunities as and when they become available. Such short-term debt will be subject to a separate gearing limit so as not to exceed 25 per cent. of the Gross Asset Value at the time of entering into (or acquiring) any such short-term debt.

In circumstances where these aforementioned limits are exceeded as a result of gearing of one or more Renewable Energy Infrastructure Investments in which the Company has a non-controlling interest, the borrowing restrictions will not be deemed to be breached. However, in such circumstances, the matter will be brought to the attention of the Board who will determine the appropriate course of action.

Dividend policy

Subject to having sufficient distributable reserves to do so, the Company is targeting 5.0 cents per Ordinary Share in respect of the financial year ended 2021, with the aim of increasing this dividend progressively over the medium term.

Distributions on the Ordinary Shares are expected to be paid quarterly, normally in respect of the three months to 31 March, 30 June, 30 September and 31 December, and are expected to be made by way of interim dividends to be declared in May, August, November and February.

The Company will declare dividends in Euro and Shareholders will, by default, receive dividend payments in Euros. Shareholders may, on completion of a dividend election form, elect to receive dividend payments in Sterling (at their own exchange rate risk). The date on which the exchange rate between Euro and Sterling is set will be announced at the time the dividend is declared. A further announcement will be made once the exchange rate has been set. Dividend election forms will be available from the Registrar on request.

Key performance indicators ("KPIs")

The Board measures the Company's success in achieving its investment objective by reference to the following KPIs:

(i)      Achievement of NAV and share price growth over the long term

The Board monitors both the NAV and share price performance. A review of performance is undertaken at each quarterly Board meeting and the reasons for relative under and over performance against various comparators is discussed. The Company's NAV and share price returns for the year to 31 December 2020 was 0.7% and 2.0% respectively.

The Chairman's statement incorporates a review of the highlights during the year. The Investment Adviser's Report highlights investments made and the Company's performance during the year.

(ii)     Maintenance of a reasonable level of premium or discount of share price to NAV

The Company's Broker monitors the premium or discount on an ongoing basis and keeps the Board updated as and when appropriate. At quarterly Board meetings the Board reviews the premium or discount in the year since the previous meeting. The share price closed at a 6.5% premium to the NAV as at 31 December 2020 (2019: 4.9% premium).

(iii)    Maintenance of a reasonable level of ongoing charges

The Board receives management accounts which contain an analysis of expenditure which are reviewed at their quarterly Board meetings. The Board reviews the ongoing charges on a quarterly basis and considers these to be reasonable in comparison to peers.

Based on the Company's average net assets during the year ended 31 December 2020, the Company's ongoing charges figure calculated in accordance with the AIC methodology was 1.4% (2019: 1.7%).

(iv)    To meet its target total dividend in each financial year

The Company's IPO Prospectus and the Prospectus dated 17 September 2020 set out a target minimum dividend of 4.0 cents per Ordinary Share in relation to the year ended 31 December 2020. In line with both of the Prospectus, the Company announced four interim dividends (paid and payable) for the year ended 31 December 2020 which totalled 4.0 cents per Ordinary Share. The Company aims to pay 5.0 cents per Ordinary Share in respect of subsequent financial years.

RISK AND RISK MANAGEMENT

Principal risks and uncertainties

During the year the Company has carried out a robust assessment of its principal and emerging risks and the procedures in place to identify any emerging risks are described below.

Procedures to identify principal or emerging risks:

The Board regularly reviews the Company's risk matrix, with a focus on ensuring that the appropriate controls are in place to mitigate each risk. The experience and knowledge of the Board is important, as is advice received from the Board's service providers, specifically the AIFM, who is responsible for the risk and portfolio management services and outsources the portfolio management to the Investment Adviser.

1.      Investment Adviser: the Investment Adviser provides a report to the Board on a quarterly basis or periodically as required on industry trends, insight to future challenges in the renewable sector including the regulatory, political and economic changes likely to impact the renewables sector;

2.      Alternative Investment Fund Manager: following advice from the Investment Adviser and other service providers, the AIFM maintains a register of identified risks including emerging risks likely to impact the Company;

3.      Broker: provides advice periodically specific to the Company on the Company's sector, competitors and the investment company market whilst working with the Board and Investment Adviser to communicate with shareholders;

4.      Company secretary: briefs the Board on forthcoming legislation/ regulatory changes that might impact the Company.

5.      AIC: The Company is a member of the Association of Investment Companies ("AIC"), which provides regular technical updates as well as drawing members' attention to forthcoming industry and regulatory issues.

Procedure for oversight

Audit and Risk Committee: Undertakes a review at least twice a year of the Company's risk matrix and a formal review of the risk procedures and controls in place at the AIFM and other key service providers to ensure that emerging (as well as known) risks are adequately identified and, so far as practicable, mitigated.

PRINCIPAL RISKS

The Board considers the following to be the principal risks faced by the Company along with the potential impact of these risks and the steps taken to mitigate them.

Principal Risks

Potential Impact/Description

Mitigation

Economic and Political



1.Electricity Prices

The income and value of the Company's investments may be affected by future changes in the market price of electricity.

While some of the revenues of the Company's investments benefit from fixed prices, they are also partly dependent on the wholesale market price of electricity which is volatile and is affected by a variety of factors including:

·         market demand

·         generation mix of power plants

·         government support for various forms of power generation

·         fluctuations in the market prices of commodities

·         foreign exchange

 

There is a risk that the actual prices received vary significantly from the model assumptions, leading to a shortfall in anticipated revenues by the Company. Increased EU goals to push green economies will lead to ramp up of renewables and capacities with potential to lead to grid oversupply issues resulting in pricing pressures.

 

The Company holds a balanced mix of investments that benefit from government subsidies as well as long term fixed price PPAs. Over 73% of the present value of the Company's forecast revenue over the next 5 years is contracted in the form of government tariffs or fixed price PPA.

The Investment Adviser retains the services of market leading energy consultants to assist with determining future power pricing for the respective regions.

 

The underlying SPV companies may use derivative instruments such as futures, options, futures contracts and swaps to protect from fluctuations in future electricity prices.

2.Interest Rates/Inflation

Changes to interest rates may impact discount rates applied to the portfolio valuations and costs of debt both in the underlying SPVs and the Company. Risks from changes in interest rates also include debt refinancing risk and the possibility of bank covenant breaches with a resulting valuation impact and potential loss on underperforming investments.

 

Future revenue and expenditure of the Company's investments include assumptions about inflation. Any variation from these inflation assumptions could impact, positively or negatively, the valuations and the asset value performance of the Company.

Interest rate risk on bank debt at the asset level is mitigated by the use of hedging instruments.

Most of the Company's non-contracted revenues and costs of the Company's investments are either indexed or correlated to inflation.

 

Investment Adviser provides updates of the hedging strategy and positions to the AIFM and to the Board periodically.

3.Exchange Rates

The Company holds investments in non-Eurozone jurisdictions. Changes in foreign currency rates may therefore impact the value of investments and of the income received.

The Company maintains all uninvested cash in base currency (Euro) other than a small amount of operational cash which is held in sterling and therefore does not expect a need to hedge currency. SPVs may have natural hedges to non-Euro revenue through structuring of operating expenses and debt service in the respective currency to hedge some currency exposure.

 

The AIFM monitors and reports regularly to the Board on currency exposure.

4.Equity Market Volatility

The Company's ability to raise equity from investors to repay debt or to support further investments could be impacted by stock market volatility.

 

Market sentiment could go against renewable energy funds and the Company's share price could move to a significant discount.

The Company's adviser, Numis, monitors market conditions and reports regularly to the Board. In the event that the Company is unable to raise new capital to repay debt, the Company could defer making any new investments until the stock market recovered and in extreme circumstances, existing investments could be sold to reduce debt and raise liquidity.

 

In the event of the share price moving to a significant discount, the Board could implement its share buy-back policy as described in the prospectus.

5.Global Recession

Global recession may lead to a fall in demand for electricity with a resulting impact on electricity prices which are likely to fall.

 

Other impacts of a global recession include potential lack of debt availability, lack of access to capital markets for fund raising and increased counterparty risks as balance sheets become stressed.

 

 

 

 

 

 

 

 

 

 

 

Over 73% of the present value of the Company forecast revenue over the next five years is contracted in the form of governmental subsidies or fixed price PPA.

The Investment Adviser has a dedicated Merchant Market Desk team which is responsible for the origination, negotiation and execution of PPAs.

 

The Board, along with the Company's Investment Advisers, focus on risk identification and oversight will help to ensure key risks resulting from a global recession are identified and addressed in advance.

6.Change in Political Sentiment

A change in political direction in one of the countries in which the Company targets investment, could lead to changes, reductions or withdrawals of government support arrangements or potentially the nationalisation of investments. This would have a material impact on the valuation of the investments and the Company's NAV.

 

Environmental groups may put pressure on government in relation to its renewables ambitions and permits due to environmental concerns and impact on the projects.

The AIFM, advised by the Investment Adviser, continuously monitors all jurisdictions in which the Company invests.

Additional due diligence on development and construction assets is undertaken for new investment opportunities (where applicable) in order to avoid or mitigate any potential issues.

 

Tax, legal and ESG due diligence is undertaken on each investment and reviewed prior to signing off any investment proposal.




Operational



7. Investment Performance

There is a risk that the portfolio underperforms and, as a result, the target returns are not met over the longer term. This could lead to the dividend not being covered and an inability to pay the target dividend.

 

Investments under development or construction have higher risk of performance due to permit and leases potential challenges, construction budget slippage and developer performance.

Each quarter the Board reviews a report prepared by the Investment Adviser on the portfolio performance.

In addition, a report on key risks is provided by the AIFM along with how these risks are being actively mitigated.

The Investment Adviser has a substantial team of executives employed across various disciplines within the renewables sector in 14 investment offices in 12 countries who oversee and monitor all of the investments. New investments are proposed to the Board by the AIFM having received recommendations from the Investment Adviser. These are reviewed and approved by the Board in line with the Company's investment policy.

 

In the case of development/construction assets, the Investment Adviser puts in place legal agreements with the developer to align all parties for a successful outcome and mitigating the risks associated with the initial phase of the investment.

 

8.Pipeline and Investment Deployment

An important part of the Investment Adviser's role is its ability to source high quality potential investment opportunities in line with the Company's investment strategy.

 

Should suitable opportunities not be forthcoming and cash remains uninvested this could result in 'cash drag' with a potential impact on the Company's dividend target and investment objectives.

The Investment Adviser is a market leader in this sector and has a good track record in originating potential investments.

 

The AIFM monitors the investment pipeline received from the Investment Adviser and reports to the Board on progress in meeting the Company's investment targets. It is unlikely that the Board would agree to raise new capital in the absence of a strong investment pipeline hence mitigating any impact of 'cash drag'.

9.Competition for Assets

With increasing numbers of investors seeking exposure to renewable assets, it is possible that new competitors will enter the market in which the Company operates. This could lead to increased pricing for the Company's target investments with corresponding lower returns.

The track record of the Investment Adviser and its market position and penetration allow it to access potential investments that newer entrants may not have access to.

 

The Board is mindful of pricing when it reviews new investment proposals and the need to deliver on the Company's target objective and strategy.

10.Counterparty Risk

The majority of the operational risk in the Company's investments is retained by the counterparty or its subcontractors. However, some risks will remain within the investment.

 

Poor performance by a subcontractor may lead to the need for a replacement which could have cost implications impacting the performance of the investment and potentially distributions to the Company until the issue is resolved. The value of the Company's investments and the income they generate may be affected by the failure of counterparties to comply with their obligations under a PPA.

 

Constant monitoring of the investments and the counterparties/service providers allows the Investment Adviser to identify and address risks early.

Diversification of counterparties and service providers ensures any impact is limited. In addition, a diversified portfolio provides further mitigation.

 

The Investment Adviser assesses the credit risk of companies against defined criteria prior to them becoming counterparties to PPAs.

11.Operation and Maintenance of Assets

Failure to properly operate and maintain assets may result in reduction of revenues and value of assets.

Operation and maintenance of assets are subcontracted to a counterparty who is liable to ensure effective operation and maintenance. The Investment Adviser ensures that each such counterparty has the experience and resources to comply with their obligations and monitors compliance on an ongoing basis.

12.Construction of Assets

For investments which are not in operation, delays in completion may result in delays in expected revenue.

Risks such as construction delays on completion, cost overruns, defects in construction or permit related issues/claims which may result in additional costs and/or delays in expected asset completion, impact revenue and ultimately impact on the value of the asset (increase discount rate).

 

 

The Investment Adviser, part of Aquila Group is an experienced manager of development and construction projects in various jurisdictions throughout Europe.

 

Construction and post-completion risks are generally mitigated by appropriate contractual mechanisms and policies. The Investment Adviser assesses acceptable counterparties and monitors compliance on an ongoing basis.

The Investment Adviser is experienced in due diligence and negotiating value adjustments against developers and the Board relies on the Investment Adviser's experience in relation to the best governance and alignment of interests of such investments performance, development and compliance.

 

13.Performance of the Investment Adviser

The Investment Adviser manages over EUR 10 billion for clients worldwide, there is a risk that it allocates resources to activities in which the Company is not engaged which could have a negative effect on the Company's investment performance.

Conflicts with other private Investment Adviser clients and private investing vehicles of which Investment Adviser cannot disclose to Board or AIFM.

The Investment Adviser is dependent on key people to identify, acquire and manage the Company's investments.

 

There is a risk that a key person leaves the Investment Adviser.

 

The Investment Adviser has substantial resources and is not required to commit all of its resources to the Company.

The Company and AIFM are made aware of and review potential conflicts of interest at the time of each investment being made.

The Investment Adviser procures and provides the Board an independent fairness valuation opinion, which mitigates the risk in valuations conflict although opinion relies on asset information, some of which is provided by the Investment Adviser, not independently reviewed by the opinion provider. When assets are bought along with other funds managed by the Investment Adviser, the price is externally validated.

In addition, an investment allocation policy has been implemented by the Investment Adviser and has been agreed by the Board.

 

The strength and depth of the Investment Adviser's resources mitigate the risk of a key person departure.

14.IT Security

A hacker or third party could obtain access to the Investment Adviser or any other service provider and destroy data or use it for malicious purposes. Data records could be destroyed resulting in an inability to make investment decisions and monitor investments.

Service providers have been carefully selected for their expertise and reputation in the sector. Each service provider has provided assurances to the AIFM and Company on their cyber policies and business continuity plans along with external audit reviews of their procedures where applicable.

The Investment Adviser has an information security policy in place and has appointed an IT security officer whose tasks are to provide support for emergency events and crises, the monitoring of the resumption and repair of the IT security measures after completion of a disturbance or incident, and the ongoing development of improvements to the IT security concept.

The AIFM reports to the Board annually following review of these procedures.

15.Environmental / Social / Governance (ESG)

Environmental - How the Investment Adviser has built the portfolio around key considerations such as resource management, climate change and sustainability in general. Climate change may affect for example the precipitation or irradiation and could therefore potentially impact the productivity of the portfolio.

 

Social - How does the portfolio consider health and wellbeing, social and local impacts such as indigenous people and community benefits and other health and safety aspects.

 

Governance - Considerations such as anti‑bribery/ corruption, slavery, Board composition and audit/tax practices all need to be considered to ensure the portfolio achieves its targeted returns.

 

 

 

 

 

 

 

 

 

 

 

The Investment Adviser performs detailed due diligence on ESG for each asset prior to Acquisition.

 

General standards including IFS Performance Standards, IFC Environmental Health and Safety Guidelines ("EHS") and Equator Principles as well as local health and safety and social laws are reviewed on a regular basis for all assets depending on the location and development status of each asset.

As part of this ESG due diligence various risks are assessed and documented including risk of climate change, risk of harm to local biodiversity and other environmental risks. These risks are all evaluated as part of the technical, legal and insurance due diligence as applicable.

 

In assessing each asset for acquisition, the Investment Adviser takes into account its ability to contribute to the UN Sustainable Development Goals and whether it fits within the Principles for Responsible Investment ("PRI").

Local community issues, noise concerns, access considerations and the provision of a mechanism for local communities to voice concerns are all considered as part of the Investment Adviser's due diligence and of the project licensing for each asset.

In addition, the Investment Adviser continuously engages with local communities to discuss the provision of financial support for activities such as school orchestras, sports clubs, churches, kindergartens, theatre groups and centres for senior members of the local community.

The Board relies on the Investment Adviser to put in place legal agreements which includes best asset management compliance and governance.

 

An independent fairness opinion on the valuation is obtained for any asset purchased by the Company where a conflict might arise, such as an asset being acquired from another client advised by the Investment Adviser. As part of the due diligence undertaken by the Investment Adviser on each asset prior to acquisition by the Company, procedures for anti-bribery, Know Your Client ("KYC") and anti-corruption are all reviewed and assessed in line with the policy and framework adopted by the Company. Compliance with local laws and requirements are also assessed prior to a recommendation being made to the Board.

The Company's accounts are audited annually and full tax advice is received on the group structure as well as in relation to each asset prior to acquisition.

Financial



16.Portfolio Valuation

The principal component of the Company's balance sheet is its portfolio of renewable investments. Each quarter the AIFM is responsible for preparing a fair market value of the investments, with input and guidance from the Investment Adviser. These valuations and the key underlying assumptions are approved by the Board.

 

There is a risk that these valuations and underlying assumptions such as future electricity prices and discount rates being applied are not a fair reflection of the market meaning that the investment portfolio could be over or under valued.

The Investment Adviser has a strong track record in undertaking valuations of renewable assets built up over the years since it was founded in 2001.

The AIFM and the Board review and interrogate the valuations and underlying assumptions provided by the Investment Adviser on a quarterly basis prior to approving them.

In addition, when there is a conflicted investment proposed by the Investment Adviser, the Investment Adviser procures and provides the Board and AIFM with a fairness valuation opinion on that investment from an independent adviser.

17.Leverage Risk

The use of leverage creates special risks including:

·      exposure to interest rate risks due to fluctuations in prevailing market rates

·      covenant breaches

·      enhanced loss on underperforming investments

As a result, the investment risk may be enhanced through the use of leverage.

The Company's investment policy restricts the use of leverage to:

·      Short-term debt: 25% of the prevailing GAV

·      Long-term structural debt: 50% of the prevailing GAV

The Investment Adviser provides updates of the covenant compliance to the AIFM and to the Board periodically.

The AIFM monitors all debt levels against these policy restrictions and reports them to the Board on a quarterly basis.

The Company may use derivative instruments to protect itself from fluctuations in interest rates.

Compliance, Tax and Legal



18.Changes to tax legislation or rates

Changes in tax legislation, such as base erosion and profit shifting rules, withholding tax rules and rates, could result in tax increases resulting in a decrease in income received from the Company investments.

The corporate structure of the Company is reviewed periodically by the Board and its advisers.

 

The Investment Adviser works closely with tax and industry experts prior to providing structuring recommendations to the Company prior to investment and on an ongoing basis.

19.Regulatory and Compliance changes

The Company is required to comply with Section 1158 of the Corporation Tax Act to ensure maintenance of investment trust status, UK Listing Authority regulations including Listing rules, Foreign Account Tax Compliance Act and Alternative Investment Fund Managers Directive ("AIFMD").

The Company will look to comply with relevant ESG rules and regulations and continue to monitor those such as the Sustainable Finance Disclosure Regulation ("SFDR").

 

Failure to comply with relevant rules and obligations may result in reputational damage to the Company or have a negative financial impact.

All service providers including the broker, Administrator, Investment Adviser and AIFM are experienced in these areas and provide comprehensive reporting to the Board and on the compliance of these regulations.

The AIFM is experienced in compliance with the AIFMD reporting obligations and reports at least quarterly to the Board.

The Company complies with article 8 of the SFDR and as noted under "ESG" looks to comply with local requirements in order to mitigate potential risks.




The Board are of the opinion that these are the principal risks, but mindful of their obligations under the changes made to the AIC Code of Corporate Governance issued in February 2019, the Board has also considered below emerging risks which may impact the forthcoming six-month period. There are no additional risks to note as a result of this review.

Emerging Risk



20.Pandemic-(COVID-19)

COVID-19 has had a significant recent impact on economies across the globe which may lead to recession in certain countries and possible global recession. COVID-19 has resulted in lower electricity demand which may reduce pricing and associated asset viability.

The Company's response is focused on dealing with the practical impact of COVID-19. In order to protect people, travel is restricted at the Company's service providers, social distancing is being enforced and all meetings are conducted by video or phone.

The Investment Adviser is in close contact with each asset's Operations and Maintenance ("O&M") service providers and project constructors and continues to work with the counterparties to identify and mitigate these risks. The Board has assessed other relevant areas of risk (price and operational risks) identified and mitigants remain appropriate in light of COVID-19.

 

The Company advised by its Investment Adviser maintains a high percentage of contracted revenue which mitigates the impact of decreases in electricity prices. Power price forecasts are sourced from expert energy forecasters.

21.Brexit

A trade deal was signed between the UK and the EU ahead of the deadline. Whilst this provides some level of certainty, financial services were not an area where a detailed "deal" was achieved. As a result, there may be a prolonged period of market uncertainty as the exact details continue to be understood and negotiated between the parties, which could result in adverse conditions for the Company, in particular volatility in macroeconomic indicators, such as inflation, interest rates, foreign exchange, changes in regulations including withholding tax considerations on subsidiary companies and possible changes to UK's double tax treaty network.

The mitigation measures include:

·         Inflation and interest rate management

·         Foreign currency risk minimised through currency and cash management

·         Tax and legal advice sought on structure and investments as appropriate.

·         Fund marketing through approved channels and AIFM oversees this reporting accordingly.

 

STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE FINANCIAL STATEMENTS

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the financial statements in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006.

 

Under company law, Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing the financial statements, the Directors are required to:

 

·      select suitable accounting policies and then apply them consistently;

·      state whether International accounting standards in conformity with the requirements of the Companies Act 2006 have been followed, subject to any material departures disclosed and explained in the financial statements;

·      make judgements and accounting estimates that are reasonable and prudent; and

·      prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The Directors are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements and the Directors' Remuneration Report comply with the Companies Act 2006.

The Directors are responsible for the maintenance and integrity of the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Directors' confirmations

The Directors consider that the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's position and performance, business model and strategy.

Each of the Directors, whose names and functions are listed in Corporate Governance section confirm that, to the best of their knowledge:

·      the Company's financial statements, which have been properly prepared in accordance with International accounting standards in conformity with the requirements of the Companies Act 2006, give a true and fair view of the assets, liabilities, financial position and profit and loss of the Company; and

·      the Strategic Report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces.

In the case of each Director in office at the date the Directors' report is approved:

·      so far as the Director is aware, there is no relevant audit information of which the Company's auditors are unaware; and

·     

·      they have taken all the steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Ian Nolan

Chairman

19 April 2021

FINANCIAL STATEMENTS

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2020



FOR THE YEAR ENDED
31 DECEMBER 2020

FOR THE PERIOD 8 APRIL 2019 TO
31 DECEMBER 2019


NOTES

REVENUE (EUR'000)

CAPITAL (EUR'000)

TOTAL
(EUR'000)

REVENUE (EUR'000)

CAPITAL (EUR'000)

TOTAL
(EUR'000)

Unrealised (losses)/gains on investments

4

-

(3,959)

(3,959)

-

8,608

8,608

Net foreign exchange losses


-

(12)

(12)

-

(13)

(13)

Interest Income

5

6,194

-

6,194

1,609

-

1,609

Investment Advisory fees

6

(1,671)

-

(1,671)

(654)

-

(654)

Other expenses

7

(1,340)

-

(1,340)

(810)

-

(810)

Profit/(loss) on ordinary activities before finance costs and taxation


3,183

(3,971)

(788)

145

8,595

8,740

Finance costs

8

(399)

-

(399)

(199)

-

(199)

Profit/(loss) on ordinary activities before taxation


2,784

(3,971)

(1,187)

(54)

8,595

8,541

Taxation

9

-

-

-

-

-

-

Profit/(loss) on ordinary activities after taxation


2,784

(3,971)

(1,187)

(54)

8,595

8,541

Return per Ordinary Share-undiluted (cents)

10

1.31c

(1.87c)

(0.56c)

(0.04c)

7.11c

7.07c

Return per Ordinary Share-diluted (cents)

10

1.30c

(1.86c)

(0.56c)

(0.04c)

7.09c

7.05c

The total column of the Statement of Comprehensive Income is the profit and loss account of the Company.

All revenue and capital items in the above statement derive from continuing operations. No operations were acquired or discontinued during the year.

Return on ordinary activities after taxation is also the "Total comprehensive income for the year/period".

STATEMENT OF FINANCIAL POSITION

FOR THE YEAR ENDED 31 DECEMBER 2020


NOTES

AS AT

31 DECEMBER

2020

(EUR '000)

AS AT

31 DECEMBER

2019

(EUR '000)

Fixed assets




Investments at fair value through profit or loss

4

229,982

118,660

Current assets




Trade and other receivables

11

5,763

1,927

Cash and cash equivalents


121,014

38,862



126,777

40,789

Creditors: amounts falling due within one year

12

(39,856)

(532)



(39,856)

(532)

Net current assets


86,921

40,257

Net assets


316,903

158,917

Capital and reserves: equity




Share capital

13

3,170

1,547

Share premium


164,351

313

Special reserve

14

144,450

148,516

Capital reserve


4,624

8,595

Revenue reserve


308

(54)

Total Shareholders' funds


316,903

158,917

Net assets per Ordinary Share (cents)

15

99.96c

102.75c

The financial statements were approved by the Board of Directors on 19 April 2021 and signed on its behalf by

Ian Nolan

Chairman

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2020


NOTES

SHARE

CAPITAL

(EUR'000)

SHARE

PREMIUM

ACCOUNT

(EUR'000)

SPECIAL

RESERVE

(EUR'000)

CAPITAL

RESERVE

(EUR'000)

REVENUE

RESERVE

(EUR'000)

TOTAL

(EUR'000)

Opening equity as at 1 January 2020


1,547

313

148,516

8,595

(54)

158,917

Shares issued during the year*

13

1,623

167,266

-

-

-

168,889

Share issue costs


-

(3,228)

-

-

-

(3,228)

(Loss)/profit for the year


-

-

-

(3,971)

2,784

(1,187)

Dividend paid

16

-

-

(4,066)

-

(2,422)

(6,488)

Closing equity as at 31 December 2020


3,170

164,351

144,450

4,624

308

316,903

Opening equity as at 8 April 2019


-

-

-

-

-

-

Shares issued in period*

13

1,547

153,112

-

-

-

154,659

Share issue costs


-

(3,123)

-

-

-

(3,123)

Transfer to special reserve

14

-

(149,676)

149,676

-

-

-

Profit/(loss) for the period


-

-

-

8,595

(54)

8,541

Dividend paid

16

-

-

(1,160)

-

-

(1,160)

Closing equity as at 31 December 2019


1,547

313

148,516

8,595

(54)

158,917

*       During the year, the Company issued new Ordinary Shares of 160,998,007 (2019: 154,304,752) with gross aggregate proceeds of EUR 167.5 million (2019: EUR 154.3 million). The Company also issued 1,371,018 (2019: 363,332) Ordinary Shares in relation to settlement of Investment Adviser fees of EUR 1.3 million (2019: EUR 0.3 million)

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2020



FOR THE YEAR

FOR THE PERIOD



ENDED

ENDED



31 DECEMBER

31 DECEMBER



2020

2019


NOTES

(EUR'000)

(EUR'000)

Operating activities




(Loss)/profit on ordinary activities before taxation


(1,187)

8,541

Adjustment for unrealised losses/(gains) on investments


3,959

(8,608)

Increase in trade and other receivables


(3,836)

(1,927)

Increase in creditors


1,438

532

Net cash flow from/(used in) operating activities

374

(1,462)

Investing activities




Purchases of investments

4

(77,395)

(110,052)

Net cash flow used in investing

(77,395)

(110,052)

Financing activities




Proceeds of share issues

13

168,889

154,659

Share issue costs


(3,228)

(3,123)

Dividend paid

16

(6,488)

(1,160)

Net cash flow from financing

159,173

150,376

Increase in cash

82,152

38,862

Cash and cash equivalents at start of year/period

38,862

-

Cash and Cash equivalents at end of year/period


121,014

38,862

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

1. GENERAL INFORMATION

Aquila European Renewables Income Fund Plc is a public company limited by shares incorporated in England and Wales on 8 April 2019 with registration number 11932433. The Company is domiciled in England and Wales. The Company is a closed-ended investment company with an indefinite life. The Company commenced its operations on 5 June 2019 when the Company's Ordinary Shares were admitted to trading on the London Stock Exchange. The Directors intend, at all times, to conduct the affairs of the Company as to enable it to qualify as an investment trust for the purposes of section 1158 of the Corporation Tax Act 2010, as amended.

The registered office and principal of business of the Company is 1st Floor, Senator House, 85 Queen Victoria Street, London, EC4V 4AB.

The Company's investment objective is to generate stable returns, principally in the form of income distributions, by investing in a diversified portfolio of renewable energy infrastructure investments.

International Fund Management Limited acts as the Company's AIFM for the purposes of Directive 2011/61/EU on AIFMD. The Company's Investment Adviser is Aquila Capital Investment gesellschaft mbH authorised and regulated by the German Federal Financial Supervisory Authority.

PraxisIFM Fund Services (UK) Limited (the "Administrator") provides administrative and company secretarial services to the Company under the terms of an administration agreement between the Company and the Administrator.

2. BASIS OF PREPARATION

The financial statements have been prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 ("IFRS") and the applicable legal requirements of the Companies Act 2006.

The financial statements have also been prepared as far as is relevant and applicable to the Company in accordance with the Statement of Recommended Practice ("SORP") issued by the Association of Investment Companies in October 2019.

The financial statements are prepared on the historical cost basis, except for the revaluation of certain financial instruments at fair value through profit or loss. The principal accounting policies adopted are set out below. These policies are consistently applied.

The functional currency of the Company is Euros as this is the currency of the primary economic environment in which the Company operates. Accordingly, the financial statements are presented in Euros rounded to the nearest thousand Euros, unless otherwise stated. Euro/GBP exchange rate as of 31 December 2020 was 0.8941(2019: 0.8457).

Accounting for Subsidiary

The Company owns 100% of its subsidiary Tesseract Holdings Limited, whose registered office and principal of business of the Company is 1st Floor, Senator House, 85 Queen Victoria Street, London, EC4V 4AB. The Company has acquired renewable energy infrastructure investments (the "SPVs") through its investment in the HoldCo. The Company finances the HoldCo through a mix of loan investments and equity. The loan investment finance represents shareholder loans (the "Shareholder loans") provided by the Company to HoldCo. The Company meets the definition of an investment entity as described by IFRS 10. Under IFRS 10 an investment entity is required to hold subsidiaries at fair value through profit or loss and therefore does not consolidate the subsidiary.

The HoldCo is an investment entity and as described under IFRS 10 values its SPVs investments at fair value through profit or loss.

Characteristics of an investment entity

Under the definition of an investment entity, the Company should satisfy all three of the following tests:

I.   Company obtains funds from one or more investors for the purpose of providing those investors with investment management services;

II.  Company commits to its investors that its business purpose is to invest funds solely for returns from capital appreciation, investment income, or both; and

III.  Company measures and evaluates the performance of substantially all of its investments on a fair value basis.

In assessing whether the Company meet the definition of an investment entity set out in IFRS 10 the Directors note that:

I.   the Company has multiple investors and obtains funds from a diverse group of shareholders who would otherwise not have access individually to investing in renewable energy infrastructure investments due to high barriers to entry and capital requirements;

II.  the Company intends to hold these Renewable Energy Infrastructure Investments for the remainder of their useful lives for the purpose of capital appreciation and investment income. The renewable energy infrastructure investments are expected to generate renewable energy output for 25 to 30 years from their relevant commercial operation date and the Directors believe the Company is able to generate returns to the investors during that period; and

III.  the Company measures and evaluates the performance of all of its investments on a fair value basis which is the most relevant for investors in the Company. Management use fair value information as a primary measurement to evaluate the performance of all of the investments and in decision making.

The Directors are of the opinion that the Company meets all the typical characteristics of an investment entity and therefore meets the definition set out in IFRS 10. The Directors are satisfied that investment entity accounting treatment appropriately reflects the Company's activities as an investment trust.

The Directors have also satisfied themselves that Tesseract Holdings Limited meets the characteristic of an investment entity. Tesseract Holdings Limited has one investor, Aquila European Renewables Income Fund Plc, however, in substance Tesseract Holdings Limited is investing the funds of the investors of Aquila European Renewables Income Fund Plc on its behalf and is effectively performing investment management services on behalf of many unrelated beneficiary investors.

The Directors believe the treatment outlined above provides the most relevant information to investors.

Going concern

The Directors consider that it is appropriate to adopt the going concern basis in preparing the financial statements. In forming this opinion, the Directors have considered any potential impact of the COVID-19 pandemic on the going concern and viability of the Company. In making their assessment, the Directors have reviewed income and expense projections and the liquidity of the investment portfolio, and considered the mitigation measures which key service providers, including the Investment Adviser, have in place to maintain operational resilience particularly in light of COVID-19. The Directors are satisfied and are comfortable that the Company would continue to remain viable under downside scenarios, including decreasing government regulated tariffs and decline in long term power price forecasts.

The Company continues to meet day-to-day liquidity needs through its cash resources. The Company had unrestricted cash of EUR 121.0 million (2019: EUR 38.8 million) as at 31 December 2020. The Company's net assets as at 31 December 2020 were EUR 316.9 million (2019: EUR 158.9 million) and total expenses for the year ended 31 December 2020 were EUR 3.0 million (2019: EUR 1.5 million), which represented approximately 1.4% (2019: 1.7%) of average net assets during the year. At the date of approval of this document, based on the aggregate of investments and cash held, the Company has substantial operating expenses cover.

The major cash outflows of the Company are the payment of dividends and costs relating to the acquisition of new investments. The Directors are confident that the Company has sufficient cash balances and access to equity markets in order to fund commitments to acquisitions detailed in note 21 to the financial statements, should they become payable.

A majority of the underlying SPV revenues are derived from the sale of electricity through power purchase agreements in place with large and reputable providers of electricity to the market.

These providers have been contacted by the Investment Adviser to discuss their response to COVID-19 and business continuity plans. During the year and up to the date of this report, there has been no significant impact on revenue and cash flows of the SPVs. The SPVs have contractual operating and maintenance agreements in place with large service providers. Therefore the Directors and the Investment Adviser do not anticipate a threat to the SPVs revenue.

The Directors are satisfied that the Company has sufficient resources to continue to operate for the foreseeable future, a period of not less than 12 months from the date of this report. Accordingly, they continue to adopt the going concern basis in preparing these financial statements.

Critical accounting judgements, estimates and assumptions

The preparation of financial statements in accordance with IFRS requires management to make judgements, estimates and assumptions in certain circumstances that affect reported amounts. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities.

Key Judgements

As disclosed above, the Directors have concluded that the Company and HoldCo 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 met the criteria outlined in IFRS 10.

The Company's shareholder loans and equity investments in HoldCo are held at fair value through profit or loss. As shareholder loan investments form part of a managed portfolio of assets whose performance is evaluated on a fair value basis, shareholder loan investments are designated at fair value in line with equity investments. The Directors consider that the carrying fair value amounts of shareholder loans and equity investment in the financial statement are equal to their fair values.

Key estimation and uncertainty: Investments at fair value through profit or loss

The key assumptions that have a significant impact on the carrying value of the Company's underlying investments in SPVs are the discount rates, useful lives of the assets, the rate of inflation, the price at which the power and associated benefits can be sold, the amount of electricity the assets are expected to produce and operating costs of the SPVs.

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 the cashflows are reviewed annually by the Investment Adviser to ensure they are at the appropriate level. The Investment Adviser will take into consideration market transactions, where of similar nature, when considering changes to the discount rates used. The weighted average discount rate applied in the December 2020 valuation was 6.6% (2019: 7.6%).

Useful lives are based on the Investment Adviser's estimates of the period over which the assets will generate revenue which are periodically reviewed for continued appropriateness. The assumption used for the useful life of the wind farms is 25 years and solar PV is 30 years. The actual useful life may be a shorter or longer period depending on the actual operating conditions experienced by the asset.

The price at which the output from the generating assets is sold is a factor of both wholesale electricity prices and the revenue received from the Government support regime. Future power prices are estimated using external third party forecasts which take the form of specialist consultancy reports. The future power price assumptions are reviewed as and when these forecasts are updated. There is an inherent uncertainty in future wholesale electricity price projection. Long term power price forecasts are provided by a leading market consultant, updated quarterly, and may be adjusted by the Investment Adviser where more conservative assumptions are considered appropriate. During the year, the Company has moved from a rolling average of a single power price curve forecast and adopted a blend of two curve provider's forecasts.

Specifically commissioned external reports are used to estimate the expected electrical output from the wind farm and solar PV assets, taking into account the expected average wind speed at each location and generation data from historical operation. The actual electrical output may differ considerably from that estimated in such a report mainly due to the variability of actual wind to that modelled in any one period. Assumptions around electrical output will be reviewed only if there is good reason to suggest there has been a material change in this expectation. "P50" level of output. The P50 output is the estimated annual amount of electricity generation (in MWh) that has a 50% probability of being exceeded both in any single year and over the long term and a 50% probability of being under achieved.

The operating costs of the SPV companies are frequently partly or wholly subject to inflation and an assumption is made that inflation will increase at a long-term rate. The SPVs valuation assumes long-term inflation of 2.0% (2019: 2.0%).

The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying value of assets and liabilities are those used to determine the fair value of the investments as disclosed in note 4 to the financial statements under sensitivities.

Adoption of new IFRS standards

A number of new standards, amendments to standards and interpretations are effective for the annual periods beginning after 1 January 2020. None of these are expected to have a material effect on the measurement of the amounts recognised in the financial statements of the Company.

IFRS 9 Financial Instruments - Fees in the '10 per cent' test for derecognition of financial liabilities

As part of its 2018-2020 Annual Improvements to IFRS standards process, the IASB issued an amendment to IFRS 9. The amendment clarifies the fees that an entity includes when assessing whether the terms of a new or modified financial liability are substantially different from the terms of the original financial liability. The amendment is effective for annual reporting periods beginning on or after 1 January 2022 with earlier adoption permitted. This amendment is unlikely to have any impact on the financial statements of the Company as such will not early adopt.

Amendments to IFRS 7, IFRS 9 and IAS 39 Interest Rate Benchmark Reform

The amendments to IFRS 7, IFRS 9 and IAS 39 Financial Instruments: Recognition and Measurement provide a number of reliefs, which apply to all hedging relationships that are directly affected by interest rate benchmark reform. These amendments have no impact on the financial statements of the Company.

New standards and interpretations not yet adopted

Certain new accounting standards and interpretations have been published that are not mandatory for 31 December 2020 reporting periods and have not been early adopted by the Company. These standards are not expected to have a material impact on the entity in future reporting periods and on foreseeable future transactions.

3. SIGNIFICANT ACCOUNTING POLICIES

Financial Instruments

Financial assets

The Company's financial assets principally comprise of investments held at fair value through profit(shareholder loan and equity investments) and Trade and other receivables.

The Company's shareholder loan and equity investments in HoldCo are held at fair value through profit or loss. Gains or losses resulting from the movements in fair value are recognised in the Company's Statement of Comprehensive Income at each valuation point. Where there is sufficient value within HoldCo, the Company's shareholder loans are fair valued at their redeemable amounts and the residual fair value reflected within the Company's equity investments.

Trade and other receivables initially recognised at fair value and subsequently measured at amortised cost using the effective interest rate method.

Financial liabilities

The Company's financial liabilities include trade and other payables and other short term monetary liabilities which are initially recognised at fair value and subsequently measured at amortised cost using the effective interest rate method.

Recognition, derecognition and measurement

Financial assets and financial liabilities are recognised in the Company's Statement of Financial Position when the Company becomes a party to the contractual provisions of the instrument. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

A financial liability (in whole or in part) is derecognised when the Company has extinguished its contractual obligations, it expires or is cancelled. Financial assets are derecognised when the rights to receive cash flows from the investments have expired or the Company has transferred substantially all risks and rewards of ownership.

Subsequent to initial recognition, financial assets at fair value through profit or loss are measured at fair value. Gains and losses resulting from the movement in fair value are recognised in the statement of comprehensive income. Financial liabilities are subsequently measured at amortised cost using the effective interest rate method.

Taxation

Investment trusts which have approval under Section 1158 of the Corporation Tax Act 2010 are not liable for taxation on capital gains. Shortly after listing the Company received an approval as an Investment Trust by HMRC. 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 taxation

Deferred tax is the tax expected to be payable or recoverable on 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, and is accounted for using the statement of financial position liability method. Deferred tax liabilities are 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 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 Statement of Comprehensive Income 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.

Segmental reporting

The Chief Operating Decision Maker ("CODM"), which is the Board, is of the opinion that the Company is engaged in a single segment of business, being investment in renewable energy infrastructure assets to generate investment returns whilst preserving capital. The financial information used by the CODM to manage the Company presents the business as a single segment.

Income

Income includes investment income from financial assets at fair value through profit or loss and finance income.

Investment income from financial assets at fair value through profit or loss is recognised in the Statement of Comprehensive Income within investment income when the Company's right to receive income is established.

Interest earned on shareholder loans is recognised on an accruals basis.

Dividend income is recognised when the right to receive it is established and is reflected in the Statement of Comprehensive Income as Investment Income.

Expenses

All expenses are accounted for on an accruals basis. In respect of the analysis between revenue and capital items presented within the Statement of Comprehensive Income, all expenses are presented as revenue as its directly attributable to the operations of the Company.

Payment of Investment Advisory fees in shares

The Company issues shares to the Investment Adviser in exchange for receiving investment advisory services. The fair value of the investment advisory services received in exchange for shares is recognised as an expense at the time at which the investment advisory fees are earned, with a corresponding increase in equity. The fair value of the investment advisory services is calculated by reference to the definition of investment advisory fees in the Investment Advisory Agreement.

Further details on Company's share issues to the Investment Adviser is disclosed in note 5 to the financial statements.

Foreign currency

Transactions denominated in foreign currencies are translated into Euros at actual exchange rates as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the period end are reported at the rates of exchange prevailing at the period end. Any gain or loss arising from a change in exchange rates subsequent to the date of the transaction is included as an exchange gain or loss to capital or revenue in the Statement of Comprehensive Income as appropriate. Foreign exchange movements on investments are included in the Income Statement within gains on investments.

Cash and cash equivalents

Cash and cash equivalents includes deposits held at call with banks and other short-term deposits with original maturities of three months or less.

Share capital, special reserve and share premium

Ordinary Shares are classified as equity. Costs directly attributable to the issue of new shares (that would have been avoided if there had not been a new issue of new shares) are recognised against the value of the ordinary share premium account.

Repurchases of the Company's own shares are recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Company's own equity instruments.

 

4. INVESTMENT HELD AT FAIR VALUE THROUGH PROFIT OR LOSS


AS AT 31 DECEMBER 2020

AS AT 31 DECEMBER 2019


SHARE-



SHARE-




HOLDER

EQUITY


HOLDER

EQUITY



LOANS

INVESTMENTS

TOTAL

LOANS

INVESTMENTS

TOTAL


(EUR'000)

(EUR'000)

(EUR'000)

(EUR'000)

(EUR'000)

(EUR'000)

(a) Summary of valuation







Analysis of closing balance:







Investments held at fair value through profit or loss

174,046

55,936

229,982

67,581

51,079

118,660

Total investments

174,046

55,936

229,982

67,581

51,079

118,660

(b) Movements during the year/period:







Opening balance of investments, at cost

67,581

42,471

110,052

-

-

-

Purchases at cost

106,465

8,816

115,281

67,581

42,471

110,052

Cost of investments

174,046

51,287

225,333

67,581

42,471

110,052

 

 

Revaluation of investments to fair value:







Unrealised gains in fair value of investments

-

4,649

4,649

-

8,608

8,608

Balance of capital reserve - investments held

-

4,649

4,649

-

8,608

8,608

Fair value of investments

174,046

55,936

229,982

67,581

51,079

118,660

(c) (Losses)/gains on investments in year/period (per Income Statement)







Movement on unrealised valuation of investments held

-

(3,959)

(3,959)

-

8,608

8,608

(Losses)/gains on investments

-

(3,959)

(3,959)

-

8,608

8,608

During the period, the HoldCo incurred transaction costs on purchases on underlying SPVs totalling in aggregate EUR 216,000 (2019: EUR 712,000).

The fair value of the Company's equity and the shareholder loans investments in HoldCo are determined by the underlying fair values of the SPV investments, which are not traded and contain unobservable inputs. As such, the Company's equity and the shareholder loans investments in HoldCo have been classified as level 3 in the fair value hierarchy.

Fair value measurements

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

The unadjusted quoted price in an active market for identical assets or liabilities that the entity can access at the measurement date.

Level 2

Inputs other than quoted prices included within Level 1 that are observable (i.e. developed using market data) for the asset or liability, either directly or indirectly.

Level 3

Inputs are unobservable (i.e. for which market data is unavailable) for the asset or liability.

The classification of the Company's investments held at fair value is detailed in the table below:



AS AT 31 DECEMBER 2020



AS AT 31 DECEMBER 2019



LEVEL 1

LEVEL 2

LEVEL 3

TOTAL

LEVEL 1

LEVEL 2

LEVEL 3

TOTAL


(EUR'000)

(EUR'000)

(EUR'000)

(EUR'000)

(EUR'000)

(EUR'000)

(EUR'000)

(EUR'000)

Investments at fair value through profit and loss Equity investments in HoldCo

-

-

55,936

55,936

-

-

51,079

51,079

Shareholder loan investments in HoldCo

-

-

174,046

174,046

-

-

67,581

67,581


-

-

229,982

229,982

-

-

118,660

118,660

Due to the nature of the investments, they are always expected to be classified as level 3. There have been no transfers between levels of the fair value hierarchy during the year ended 31 December 2020.

The movement in the fair value of the Level 3 unquoted investments during the year/period is shown below:


AS AT

AS AT


31 DECEMBER

31 DECEMBER


2020

2019


(EUR'000)

(EUR'000)

Opening balance

118,660

-

Additions during the year/period

115,281

110,052

Unrealised (losses)/gains on investments

(3,959)

8,608

Closing balance

229,982

118,660

Valuation methodology

The Company owns 100% of its subsidiary HoldCo. The Company meets the definition of an investment entity as described by IFRS 10, as such the Company's investment in the HoldCo is valued at fair value. HoldCo's cash, working capital balances and fair value of investments are included in calculating fair value of the HoldCo.

The Company acquires underlying investments in SPVs through its investment in the HoldCo.

The Investment Adviser has carried out fair market valuations of the SPV investments as at 31 December 2020 and the Directors have satisfied themselves as to the methodology used, the discount rates and key assumptions applied, and the valuations. All SPV investments are at fair value through profit or loss and are valued using the IFRS 13 framework for fair value measurement. The following economic assumptions were used in the valuation of the SPVs.

 

Valuation Assumptions

Discount rates

The discount rate used in the valuations is derived according to internationally recognized methods. Typical components of the discount rate are risk free rates, country-specific and asset-specific risk premia.


The latter comprise the risks inherent to the respective asset class as well as specific premia for other risks such as development and construction, such as is the case for the Rock, for example.

Power price

Power prices are based on power price forecasts from leading market analysts. The forecasts are independently sourced from a provider with coverage in almost all European markets as well as providers with regional expertise. During the year, for solar PV and wind assets, the Company has moved from a rolling average of a single power price curve forecast and adopted a blend of two curve provider's forecasts were available. This change results in a more conservative approach as it better reflects actual power prices and reduces the overall volatility around future forecast levels. Commensurate with this there has been a reduction in discount rates to reflect the more conservative cashflow assumptions. The approach for hydro assets remains unchanged (i.e. three power price curve providers).

Energy yield

Estimated based on third party energy yield assessments as well as operational performance data (where applicable) by taking into account regional expertise of a second analyst.

Inflation rates

Long-term inflation is based on central bank targets for the respective jurisdiction.

Asset life

In general, an operating life of 25 years for onshore wind and 30 years for Solar PV is assumed. In individual cases a longer operating life is assumed where the contractual set-up (i.e. O&M agreement with availability guarantee) supports such assumption. The operating life of hydropower assets are estimated in accordance with their expected concession term.

Operating expenses

The operating expenses are primarily based on the respective contracts and, where not contracted, on the assessment from a technical adviser.

Taxation rates

The underlying country-specific tax rates are derived from due diligence reports from leading tax consulting firms.

Capital expenditure

Based on the contractual position (e.g. engineering, procurement and construction agreement), where applicable.

Valuation Sensitivities

The fair value of the Company's investment in HoldCo is ultimately determined by the underlying fair values of the SPV investments. As such sensitivity analysis is produced to show the impact of changes in key assumptions adopted to arrive at the SPV 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 SPVs remains static throughout the modelled life.

The NAV per share impacts from each sensitivity are shown below.

(i) Discount rates

The Discounted Cash Flow ("DCF") valuation of the SPV investments represents the largest component of the net asset value of the Company and the key sensitivities are considered to be the discount rate used in the DCF valuation and assumptions.

The weighted average valuation discount rate applied to calculate the SPV valuation is 6.6% at 31 December 2020.

 

An increase or decrease in this rate by 0.5% at project level has the following effect on valuation.


NAV PER


TOTAL NAV


NAV PER


SHARE IMPACT

-0.5%

VALUE

+0.5%

SHARE IMPACT

DISCOUNT RATE

(EUR CENTS)

(EUR '000)

(EUR '000)

(EUR '000)

(EUR CENTS)

Valuation as of 31 December 2020

4.02

329,652

316,903

305,150

(3.71)

(ii) Power price

Long term power price forecasts are provided by leading market consultants and are updated quarterly. The sensitivity below assumes a 10% per cent increase or decrease in merchant power prices relative to the base case for every year of the asset life. The sensitivity considers a flat 10% movement in power prices for all years, i.e. the effect of adjusting the forecast electricity price assumptions in each of the jurisdictions applicable to the SPV down by 10% and up by 10% from the base case assumptions for each year throughout the operating life of the SPV.

Note the Company intends to renew power price hedges (e.g. in the form of PPAs or other mechanisms) before the existing contracts (PPAs and government regulated tariffs) expire. This rolling hedge strategy is not reflected in the sensitivities illustrated. When renewing the existing hedges, the Company's power price exposure and, therefore, its sensitivity towards power prices decreases.

A change in the forecast electricity price assumptions by plus or minus 10% has the following effect on valuation, as shown below.


NAV PER SHARE IMPACT

-10.0%

TOTAL NAV  VALUE

+10.0%

NAV PER SHARE IMPACT

POWER PRICE

(EUR CENTS)

(EUR '000)

(EUR '000)

(EUR '000)

(EUR CENTS)

Valuation as of 31 December 2020

(7.04)

294,574

316,903

338,844

6.92

(iii) Energy yield

The base case assumes a "P50" level of output. The P50 output is the estimated annual amount of electricity generation (in MWh) that has a 50% probability of being exceeded both in any single year and over the long term and a 50% probability of being under achieved. Hence the P50 is the expected level of generation over the long term. The sensitivity illustrates the effect of assuming "P90 10 years" (a downside case) and "P10 10 years" (an upside case) energy production scenarios. A P90 10 years downside case assumes the average annual level of electricity generation that has a 90% probability of being exceeded over a 10 year period. A P10 10 years upside case assumes the average annual level of electricity generation that has a 10% probability of being exceeded over a 10 year period. This means that the SPV aggregate production outcome for any given 10 year period would be expected to fall somewhere between these P90 and P10 levels with a 90% confidence level, with a 10% probability of it falling below that range of outcomes and a 10% probability of it exceeding that range. The sensitivity does not include the portfolio effect which would reduce the variability because of geographical diversification. The sensitivity is applied throughout the next 10 years.

The table below shows the sensitivity of the SPV value to changes in the energy yield applied to cash flows from project companies in the SPV as per the terms P90, P50 and P10 explained above.


NAV PER

P90

TOTAL

P10

NAV PER


SHARE IMPACT

10 YEARS

NAV VALUE

10 YEARS

SHARE IMPACT

ENERGY YIELD

(EUR CENTS)

(EUR '000)

(EUR '000)

(EUR '000)

(EUR CENTS)

Valuation as of 31 December 2020

(7.13)

294,291

316,903

338,132

6.70

(iv) Inflation rates

The projects' income streams are principally a mix of government regulated tariffs, fixed-price PPAs and merchant revenues. Government regulated tariffs and fixed-price PPAs tend not to be inflation linked, whilst merchant revenues are generally subject to inflation. The current contractual life of government regulated tariffs and fixed-price PPAs are shorter than their respective asset lives, meaning from a valuation perspective, the assets are more exposed to merchant revenues in the late asset life. As described earlier, the Company intends to renew power price hedges (e.g. in the form of PPAs or other mechanisms) before the existing contracts (PPAs and government regulated tariffs) expire. This rolling hedge strategy is not reflected in the sensitivities illustrated above. The projects' management and maintenance expenses typically move with inflation, however debt payments are fixed. This results in the SPV returns and valuation being positively correlated to inflation. The SPVs valuation assumes long-term inflation of 2.0%.

The sensitivity illustrates the effect of a 0.5% decrease and a 0.5% increase from the assumed annual inflation rates in the financial model for each year throughout the operating life of the SPV.

 


NAV PER


TOTAL NAV


NAV PER


SHARE IMPACT

-0.5%

VALUE

+0.5%

SHARE IMPACT

INFLATION RATES

(EUR CENTS)

(EUR '000)

(EUR '000)

(EUR '000)

(EUR CENTS)

Valuation as of 31 December 2020

(2.99)

307,435

316,903

327,097

3.22

(v) Asset life

In general, an operating life of 25 years for onshore wind and 30 years for Solar PV is assumed. In individual cases a longer operating life is assumed where the contractual set-up (i.e. O&M agreement with availability guarantee) supports such an assumption. The operating life of hydropower assets are estimated in accordance with their concession term.

The sensitivity below shows the valuation impact from a one year adjustment to the asset life across the portfolio.


NAV PER


TOTAL NAV


NAV PER


SHARE IMPACT

-1 YEAR

VALUE

+1 YEAR

SHARE IMPACT

ASSET LIFE

(EUR CENTS)

(EUR '000)

(EUR '000)

(EUR '000)

(EUR CENTS)

Valuation as of 31 December 2020

(2.28)

309,662

316,903

323,191

1.98

(vi) Operating expenses

The sensitivity shows the effect of a 10.0% decrease and a 10.0% increase to the base case for annual operating costs for the SPV, in each case assuming that the change to the base case for operating costs occurs with effect from 1 January 2021 and that change to the base case remains reflected consistently thereafter during the life of the projects.

An increase or decrease in operating expenses by 10.0% at SPV level has the following effect on valuation, as shown below.


NAV PER


TOTAL NAV


NAV PER


SHARE IMPACT

-10.0%

VALUE

+10.0%

SHARE IMPACT

OPERATING EXPENSES

(EUR CENTS)

(EUR '000)

(EUR '000)

(EUR '000)

(EUR CENTS)

Valuation as of 31 December 2020

3.27

327,276

316,903

306,469

(3.29)

5. INTEREST INCOME


FOR THE

FOR THE


YEAR ENDED

PERIOD ENDED


31 DECEMBER

31 DECEMBER


2020

2019

INCOME FROM INVESTMENTS

(EUR '000)

(EUR '000)

Interest income from shareholder loans

6,194

1,609

Total Income

6,194

1,609

6. INVESTMENT ADVISORY FEES


FOR THE YEAR ENDED
31 DECEMBER 2020

FOR THE PERIOD ENDED
31 DECEMBER 2019


REVENUE

CAPITAL

TOTAL

REVENUE

CAPITAL

TOTAL


(EUR '000)

(EUR '000)

(EUR '000)  

(EUR '000)  

(EUR '000)  

(EUR '000)  

Investment Advisory fees

1,671

-

1,671

654

-

654

Under the Investment Advisory Agreement, the following fee is payable to the Investment Adviser:

a)  0.75 per cent. per annum of NAV (plus VAT) of the Company up to EUR 300 million;

b)  0.65 per cent. per annum of NAV (plus VAT) of the Company between EUR 300 million and EUR 500 million; and

c)  0.55 per cent. per annum of NAV (plus VAT) of the Company above EUR 500 million

During the first two years of its appointment, the Investment Adviser has undertaken to apply its fee (net of any applicable tax) in subscribing for, or acquiring, Ordinary Shares. If the Ordinary Shares are trading at a premium to the prevailing NAV, the Company will issue new Ordinary Shares to the Investment Adviser. If, however, the Ordinary Shares are trading at a discount to the prevailing NAV at the relevant time, no new Ordinary Shares will be issued by the Company and instead the Company will instruct its broker to acquire Ordinary Shares to the value of fee due in the relevant period.

The Investment Adviser is also entitled to be reimbursed for certain expenses under the Investment Advisory Agreement. These include out-of-pocket expenses properly incurred by the Investment Adviser in providing services, including transactional, organisational, operating and/or travel expenses.

Share based payments

The Company settled investment advisory fees by issuing Ordinary Shares. The Company has issued following shares to settle investment advisory fees in respect of the year/period under review:


INVESTMENT

FAIR VALUE OF



IN RESPECT OF THE YEAR ENDED

ADVISORY FEES

ISSUE PRICE

NUMBER OF


31 DECEMBER 2020

(EUR)

(EUR CENTS)

SHARES

DATE OF ISSUE

31 March 2020

359,625

100.37

358,299

18 May 2020

30 June 2020

356,714

99.38

358,939

11 August 2020

30 September 2020

360,178

99.08

363,522

10 November 2020

31 December 2020

594,816

101.21

587,704

09 February 2021

 


INVESTMENT

FAIR VALUE OF



IN RESPECT OF THE PERIOD ENDED

ADVISORY FEES

ISSUE

NUMBER OF


31 DECEMBER 2019

(EUR)

(EUR CENTS)

SHARES

DATE OF ISSUE

30 September 2019

353,704

97.35

363,332

11 November 2019

31 December 2019

300,417

103.50

290,258

17 February 2020

7. OTHER EXPENSES


FOR THE YEAR ENDED
31 DECEMBER 2020

FOR THE PERIOD ENDED
31 DECEMBER 2019


REVENUE

CAPITAL

TOTAL

REVENUE

CAPITAL

TOTAL


(EUR'000)

(EUR'000)

(EUR'000)

(EUR'000)

(EUR'000)

(EUR'000)

Secretary and administrator fees

219

-

219

105

-

105

Tax compliance

17

-

17

159

-

159

Directors' fees

203

-

203

147

-

147

Directors' other employment costs

25

-

25

18

-

18

Broker retainer

40

-

40

60

-

60

Auditors' remuneration-statutory audit*

170

-

170

81

-

81

Auditors' remuneration-statutory audit prior year**

65

-

65

-

-

-

Auditors' remuneration-interim review***

45

-

45

-

-

-

AIFM fees

103

-

103

58

-

58

Registrar's fees

4

-

4

16

-

16

Marketing fees

119

-

119

44

-

44

FCA and listing fees

87

-

87

32

-

32

Legal fees

199

-

199

67

-

67

Other expenses

44

-

44

23

-

23


1,340

-

1,340

810

-

810

Total expenses

1,340

-

1,340

810

-

810

*                      Current year auditors' statutory remuneration includes VAT of EUR 28,000 (2019: EUR 13,500). Prior year auditors' statutory remuneration includes VAT of EUR 10,800.

**         Audit fees paid during the year includes  EUR 65,000 (including VAT of EUR 10,800) in relation to prior year.

***       Interim review fees disclosed above, includes VAT of 7,500.

During the year, the auditor received a fee of EUR 113,000 (includes VAT of EUR 19,000) for non-audit services in relation to reporting accountant services for admission of new shares to trading on the LSE, which have been treated as a capital expense and included in 'share issue costs' disclosed in the Statement of Changes in Equity.

8. FINANCE COSTS


FOR THE YEAR ENDED
31 DECEMBER 2020

FOR THE PERIOD ENDED
31 DECEMBER 2019


REVENUE

CAPITAL

TOTAL

REVENUE

CAPITAL

TOTAL


(EUR'000)

(EUR'000)

(EUR'000)

(EUR'000)

(EUR'000)

Interest charges

398

-

398

198

-

198

Bank charges

1

-

1

1

-

1

Total

399

-

399

199

-

199

9. TAXATION

(a) Analysis of charge in the period/year


FOR THE YEAR ENDED
31 DECEMBER 2020

FOR THE PERIOD ENDED
31 DECEMBER 2019


REVENUE

CAPITAL

TOTAL

REVENUE

CAPITAL

TOTAL


(EUR'000)

(EUR'000)

(EUR'000)

(EUR'000)

(EUR'000)

(EUR'000)

Corporation tax

-

-

-

-

-

-

Taxation

-

-

-

-

-

-

(b) Factors affecting total tax charge for the period/year:

The effective UK corporation tax rate applicable to the Company for the year/period is 19.00%. 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 DECEMBER 2020

FOR THE PERIOD ENDED
31 DECEMBER 2019


REVENUE

CAPITAL

TOTAL

REVENUE

CAPITAL

TOTAL


(EUR'000)

(EUR'000)

(EUR'000)

(EUR'000)

(EUR'000)

(EUR'000)

Profit/(loss) on ordinary activities before taxation

2,784

(3,971)

(1,187)

(54)

8,595

8,541

Corporation tax at 19%

529

(754)

(225)

(10)

1,633

1,623

Effects of:







Losses/(gains) on investments held at fair value not taxable

-

752

752

-

(1,635)

(1,635)

Movement in management expenses not utilised / deferred tax not recognised

186

-

186

10

-

10

Foreign exchange gains

-

2

2

-

2

2

Expenditure not deductible for tax purposes

38

-

38

-

-

-

Impact of tax deductible interest distributions

(753)

-

(753)

-

-

-

Total tax charge for the year/period

-

-

-

-

-

-

Investment companies which have been approved by HM Revenue & Customs under section 1158 of the Corporation Tax Act 2010 are exempt from tax on capital gains. 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. The Company has not provided for deferred tax on any capital gains or losses arising on the revaluation of investments.

The Company has unrelieved excess management expenses of EUR 1,008,310 (2019: EUR 28,842). 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 19% (2019: 19%) amounts to EUR 192,000 (2019: EUR 5,000).

10. RETURN PER ORDINARY SHARE


AS AT

AS AT


31 DECEMBER

31 DECEMBER


2020

2019

Revenue/(loss) return after taxation (EUR '000)

2,784

(54)

Capital (loss)/profit return after taxation (EUR '000)

(3,971)

8,595

Total net return (EUR '000)

(1,187)

8,541

Weighted average number of Ordinary Shares-undiluted

212,833,759

120,853,408

Weighted average number of Ordinary Shares-diluted

213,428,575

121,143,666

 


NUMBER OF SHARES


AS AT

AS AT


31 DECEMBER

31 DECEMBER

WEIGHTED AVERAGE NUMBER OF SHARES USED AS THE DENOMINATOR

2020

2019

Weighted average number of ordinary shares used as the denominator in calculating undiluted earnings per share

212,833,759

120,853,408

Ordinary Shares issued after the year/period end in settlement of investment advisory fees earned during the year/period

594,816

290,258

Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted earnings per share

213,428,575

121,143,666

 

11. TRADE AND OTHER RECEIVABLES


AS AT

AS AT


31 DECEMBER

31 DECEMBER


2020

2019


(EUR'000)

(EUR'000)

Interest due from shareholder loans

5,365

1,609

Intercompany receivables

371

286

Prepaid expenses

27

32

Total

5,763

1,927

12. CREDITORS


AS AT

AS AT


31 DECEMBER

31 DECEMBER


2020

2019


(EUR'000)

(EUR'000)

Accrued expenses

806

532

Investment in Desfina awaiting settlement

37,886

-

Deferred consideration payable

1,164

-

Total

39,856

532

13. SHARE CAPITAL


AS AT 31 DECEMBER 2020

AS AT 31 DECEMBER 2019


NO. OF SHARES

(EUR '000)

NO. OF SHARES

EUR '000

Allotted, issued and fully paid:





Ordinary Shares of 1p each ("Ordinary Shares")

317,037,109

3,170

154,668,084

1,547

Total

317,037,109

3,170

154,668,084

1,547

On incorporation, the issued share capital of the Company was 1 Ordinary Share of EUR 0.01 issued to the subscriber to the Company's memorandum. The Company's issued share capital was increased by GBP 50,000 represented by 50,000 Management Shares of nominal value GBP 1.00 each, which were subscribed for by the Investment Adviser. Following admission, the Management Shares were redeemed by the holder.

The Ordinary Shares shall carry the right to receive the profits of the Company available for distribution and determined to be distributed by way of interim or final dividends at such times as the Directors may determine in accordance with the Articles of the Company. The holders of Ordinary Shares have the right to receive notice of, and to attend and vote at, general meetings of the Company.

During the year to 31 December 2020, 162,369,025 Ordinary Shares (2019: 154,668,084) were issued with gross aggregate proceeds of EUR 168,889,000 (2019: EUR 154,659,000).

FOR THE YEAR ENDED 31 DECEMBER 2020

SHARES IS

ISSUE AT THE

BEGINNING OF THE YEAR

SHARES SUBSCRIBED

SHARES REDEEMED

SHARES IN

ISSUE AT THE END OF THE YEAR

Ordinary Shares

154,668,084

162,369,025

-

317,037,109

 

FOR THE period ENDED 31 DECEMBER 2019

SHARES IS

ISSUE AT THE

BEGINNING OF THE period

SHARES SUBSCRIBED

SHARES REDEEMED

SHARES IN

ISSUE AT THE END OF THE period

Management Shares

-

50,000

(50,000)

-

Ordinary Shares

154,668,084

-

-

154,668,084

Subsequent to the year end, the Company issued a further 594,816 (2019: 290,258) Ordinary Shares to the Company's Investment Adviser, in relation to advisory fees payable for the quarter ended 31 December 2020.

14. SPECIAL RESERVE

As indicated in the Company's prospectus dated 10 May 2019, following admission of the Company's Ordinary Shares to trading on the London Stock Exchange, the Directors applied to the Court and obtained a judgement on 30 July 2019 to cancel the amount standing to the credit of the share premium account of the Company. The amount of the share premium account cancelled and credited to a special reserve was EUR 149,675,608.

15. NET ASSETS PER ORDINARY SHARE

Net assets per Ordinary Share as at 31 December 2020 is based on EUR 316,902,809 (2019: EUR 158,916,758) of net assets of the Company attributable to the 317,037,109 (2019: 154,668,084) Ordinary Shares in issue as at 31 December 2020.

16. DIVIDENDS PAID

The Company has paid the following interim dividends in respect of the year/period under review:


YEAR ENDED
31 DECEMBER 2020

PERIOD ENDED
31 DECEMBER 2019

TOTAL DIVIDENDS PAID IN THE YEAR/PERIOD

CENTS PER

ORDINARY SHARE

TOTAL

(EUR '000)

CENTS PER

ORDINARY SHARE

TOTAL

(EUR '000)

31 December 2019 interim - Paid 20 Mar 2020 (2019:Nil)

0.75c

1,162

-

-

31 March 2020 interim - Paid 22 Jun 2020 (2019:Nil)

0.75c

1,451

-

-

30 June 2020 interim - Paid 14 Sep 2020 (2019:Nil)

0.75c

1,453

-

-

30 September 2020 interim - Paid 29 Oct 2020 (2019: 29 Nov 2019)

1.25c

2,422

0.75c

1,160

Total

3.50c

6,488

0.75c

1,160

 


YEAR ENDED
31 DECEMBER 2020

PERIOD ENDED
31 DECEMBER 2019

TOTAL DIVIDENDS DECLARED IN THE YEAR/PERIOD

CENTS PER

ORDINARY SHARE

TOTAL

(EUR '000)

CENTS PER

ORDINARY SHARE

TOTAL

(EUR '000)

31 March 2020 interim - Paid 22 Jun 2020 (2019: Nil)

0.75c

1,451

-

-

30 June 2020 interim - Paid 14 Sep 2020 (2019: Nil)

0.75c

1,453

-

-

30 September 2020 interim - Paid 29 Oct 2020 (2019: 29 Nov 2019)

1.25c

2,422

0.75c

1,160

31 December 2020 interim - Paid 12 Mar 2021 (2019: 20 March 2020)*

1.25c

3,970

0.75c

1,162

Total

4.00c

9,296

1.50c

2,322

*      Not included as a liability in the year/period ended 31 December 2020 and 2019 financial statements.

17. FINANCIAL RISK MANAGEMENT

The Investment Adviser, AIFM and the Administrator report to the Board on a quarterly basis and provide information to the Board which allows it to monitor and manage financial risks relating to its operations. The Company's activities expose it to a variety of financial risks: market risk (including price risk, interest rate risk and foreign currency risk), credit risk and liquidity risk. These risks are monitored by the AIFM. Each risk and its management is summarised below.

Market risk

The value of the 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 the competition for such assets. The Investment Adviser carries out a full valuation on a quarterly basis takes into account market risks. The sensitivity of the investment valuation due to market risk is shown further on in note 4.

(i) Currency risk

Foreign currency risk is defined as the risk that the fair values of future cashflows will fluctuate because of changes in foreign exchange rates. The Company's financial assets and liabilities are denominated in Euro and substantially all of its revenues and expenses are in Euro. The Company is not considered to be materially exposed to foreign currency risk.

(ii) Interest rate risk

The Company's interest rate risk on interest bearing financial assets is limited to interest earned on shareholder loans. The Board considers that, as shareholder loans investments bear interest at a fixed rate, they do not carry any interest rate risk.

 

The Company's interest and non-interest bearing assets and liabilities as at 31 December 2020 are summarised below:


INTEREST

NON-INTEREST



BEARING

BEARING

TOTAL

ASSETS

(EUR'000)

(EUR'000)

(EUR'000)

Cash and cash equivalents

-

121,014

121,014

Trade and other receivables

-

5,763

5,763

Investments at fair value through profit or loss

174,046

55,936

229,982

Total assets

174,046

182,713

356,759

Liabilities




Creditors

-

(39,856)

(39,856)

Total liabilities

-

(39,856)

(39,856)

The Company's interest and non-interest bearing assets and liabilities as at 31 December 2019 are summarised below:


INTEREST

NON-INTEREST



BEARING

BEARING

TOTAL

ASSETS

(EUR'000)

(EUR'000)

(EUR'000)

Cash and cash equivalents

-

38,862

38,862

Trade and other receivables

-

1,927

1,927

Investments at fair value through profit or loss

67,581

51,079

118,660

Total assets

67,581

91,868

159,449

Liabilities




Creditors

-

(532)

(532)

Total liabilities

-

(532)

(532)

(iii) Price risk

Price risk is defined as the risk that the fair value of a financial instrument held by the Company will fluctuate. Investments are measured at fair value through profit or loss. As of 31 December 2020 the Company held investments with an aggregate fair value of EUR 229,982,000 (2019: EUR 118,660,000). With all other variables held constant, the effect of a 10% increase or decrease in the share prices of the investments held at the year end would have been an increase or decrease of EUR 22,998,200(2019: EUR 11,866,000) in the profit after taxation for the year ended 31 December 2020 and the Company's net assets at 31 December 2020. The sensitivity of the investment valuation due to price risk is shown further on in note 4.

Credit risk

Credit risk is the risk of loss due to the failure of a borrower or counterparty to fulfil its contractual obligations. The Company is exposed to credit risk in respect of Trade and other receivables, cash at bank and shareholder loan investments. The Company's credit risk exposure is minimised by dealing with financial institutions with investment grade credit ratings and making shareholder loan investments which are equity in nature. The Company's shareholder loan investments in HoldCo are secured by underlying renewal investments and as such these shareholder loans are not exposed to credit risk. No balances are past due or impaired.


AS AT

AS AT


31 DECEMBER

31 DECEMBER


2020

2019


(EUR'000)

(EUR'000)

Investments at fair value through profit or loss-Shareholder loan investments

174,046

67,581

Trade and other receivables

5,763

1,927

Cash and cash equivalents

121,014

38,862

Total

300,823

108,370

The table below shows the cash balances of the Company and the credit rating for each counterparty:



AS AT

AS AT



31 DECEMBER

31 DECEMBER



2020

2019


RATING

(EUR'000)

(EUR'000)

Royal Bank of Scotland

A-2 / BBB (S&P Rating)

47,611

38,862

Goldman Sachs- Liquid reserve fund

AAA (S&P Rating)

37,934

-

EFG International AG-Daily liquid fund

A / F1 (Fitch Rating)

35,469

-

Total


121,014

38,862

Liquidity risks

Liquidity risk is the risk that the Company may not be able to meet a demand for cash or fund an obligation when due. The Investment Adviser, AIFM and the Board continuously monitor forecast and actual cashflows from operating, financing and investing activities to consider payment of dividends, repayment of the Company's shareholder loans or further investing activities.

Financial assets and liabilities by maturity at the year-end are shown below:


LESS THAN





1 YEAR

1-5 YEARS

5+ YEARS

TOTAL


(EUR'000)

(EUR'000)

(EUR'000)

(EUR'000)

Assets





Investments at fair value through profit or loss-Shareholder





loan investments

11,427

-

162,619

174,046

Trade and other receivables

5,763

-

-

5,763

Cash and cash equivalents

121,014

-

-

121,014

Liabilities





Creditors

(39,856)

-

-

(39,856)


98,438

-

162,619

260,967

 


LESS THAN





1 YEAR

1-5 YEARS

5+ YEARS

TOTAL


(EUR'000)

(EUR'000)

(EUR'000)

(EUR'000)

Assets





Investments at fair value through profit or loss-Shareholder





loan investments

-

-

67,581

67,581

Trade and other receivables

1,927

-

-

1,927

Cash and cash equivalents

38,862

-

-

38,862

Liabilities





Creditors

(532)

-

-

(532)


40,257

-

67,581

107,838

The shareholder loan investments are repayable upon realisation of renewable investments.

As at 31 December 2020, across the Company's investment portfolio there is approximately EUR 112.9 million (2019: EUR 85.0 million) of non-recourse, project debt (on a proportional basis) at the SPV level.

Capital and risk management

The Company's capital management objective is to ensure that the Company will be able to continue as a going concern while maximising the return to equity Shareholders. In accordance with the Company's investment policy, the Company's principal use of cash (including the proceeds of the IPO and placings) is to invest in a diversified portfolio of renewable energy infrastructure investments, as well as expenses related to the share issue when they occur, ongoing operational expenses and payment of dividends and other distributions to shareholders in accordance with the Company's dividend policy.

The Company considers its capital to comprise ordinary share capital, special reserve and retained earnings. The Company is not subject to any externally imposed capital requirements. The Company's total share capital and reserves shown in the Statement of Financial Position are EUR 316,903,000 (2019: EUR 158,917,000).

The Board, with the assistance of the Investment Adviser, monitors and reviews the Company's capital on an ongoing basis. Share capital represents the 1 cent nominal value of the issued share capital. The share premium account arose from the net proceeds of issuing new shares. The capital reserve reflects any increases and decreases in the fair value of investments which have been recognised in the capital column of the Statement of Comprehensive Income.

18. TRANSACTIONS WITH THE AIFM, INVESTMENT ADVISER AND RELATED PARTY TRANSACTIONS

AIFM fees for the year ended 31 December 2020 amounts to EUR 103,000 (2019: EUR 58,000). As at 31 December 2020, the fee outstanding to the AIFM was EUR 8,500 (2019: EUR 8,800). The AIFM, Company Secretary and Administrator are part of same PraxisIFM Group. The Company Secretary and Administrator fees for the year ended 31 December 2020 amounts to EUR 219,000 (2019: EUR 105,000) and the total fees paid to PraxisIFM Group amounts to EUR 322,000 (2019: EUR 163,000).

Fees payable to the Investment Adviser are shown in note 6. As at 31 December 2020, the fee outstanding to the Investment Adviser was EUR 594,816 (2019: EUR 300,417).

Fees are payable to the Directors, effective from appointment of the Directors on 8 April 2019, at an annual rate of EUR 75,000 to the Chairman, EUR 46,000 to the Chairman of the Audit Committee and EUR 41,000 to the other Directors.

During the year, the Company advanced share holder loans to HoldCo in the sum of EUR 174,046,000 (2019: EUR 67,581,000). The accrued interest and the shareholder loans outstanding at the year end was EUR 179,411,000 (2019: EUR 69,190,000).

The Directors had the following shareholdings in the Company, all of which were beneficially owned.


ORDINARY SHARES

ORDINARY SHARES


AT 31 DECEMBER

AT 31 DECEMBER


2020

2019

Ian Nolan

100,000

100,000

David MacLellan

75,000

75,000

Kenneth MacRitchie

50,000

50,000

Patricia Rodrigues

50,000

50,000

19. DISTRIBUTABLE RESERVES

The Company's distributable reserves consists of the Special reserve and Revenue reserve. Capital reserve represents unrealised investments as such is not distributable. The revenue reserve is distributable. The amount of the revenue reserve that is distributable is not necessarily the full amount of the reserve as disclosed within these financial statements of EUR 308,000 as at 31 December 2020 (2019: EUR loss of 54,000).

20. COMMITMENTS AND CONTINGENCIES

As at 31 December 2020 the Company has below future investment obligations relating to two construction projects.

Project The Rock: The Rock is a 400.0 MW construction-phase wind energy project with an expected commissioning date in the fourth quarter of 2021. As of the balance sheet date, the Company provided construction finance of EUR 29.5 million with a total expected investment of EUR 40.0 million.

Project Albeniz: Albeniz is part of a cluster of four separate solar parks in various stages of development and construction. The portfolio is located in the south of Spain and is expected to be commissioned in the fourth quarter of 2021. As of the balance sheet date, the Company provided construction finance of EUR 17.2 million with a total expected investment of EUR 49.0 million.

21. UNCONSOLIDATED SUBSIDIARIES AND ASSOCIATES

The following table shows subsidiaries of the Company. As the Company is regarded as an Investment Entity as referred to in note 2, these subsidiaries have not been consolidated in the preparation of the financial statements.

SUBSIDIARY ENTITY NAME

EFFECTIVE OWNERSHIP %

INVESTMENT

COUNTRY OF INCORPORATION

PROFIT/(LOSS) FOR THE YEAR ENDED 31 DECEMBER 2020
(EUR MILLION)

PROFIT/(LOSS) FOR THE PERIOD ENDED 31 DECEMBER 2019
(EUR MILLION)

TOTAL ASSETS BALANCES AS AT 31 DECEMBER 2020
(EUR MILLION)

TOTAL ASSETS BALANCES AS AT 31 DECEMBER 2019
(EUR MILLION)

REGISTERED ADDRESS

Tesseract Holdings Limited

100.0

HoldCo Subsidiary entity, owns underlying SPV investments

United Kingdom

(4.0)

8.6

274.6

120.8

1st Floor, Senator House, 85 Queen Victoria Street, London, EC4V 4AB

Holmen II Wind Park ApS

100.0

Subsidiary entity, owns investment in Holmen II

Denmark

0.5

1.3

25.4

26.9

Københavnsvej 81 4000 Roskilde, Denmark

Aalto Wind No 2 Ltd. Oy

100.0

Subsidiary entity, owns investment in Olhava

Finland

2.2

(0.3)

54.4

55.7

c/o Intertrust (Finland) Oy, Bulevardi 1, 6th floor, FI-00100 Helsinki, Finland

Helsinki, Finland

Svindbaek Vindkraft HoldCo ApS

100.0

Subsidiary entity, Owns investment in Svindbaek

Denmark

1.0

-

37.6

-

Gyngemose Parkvej 50, 2860 Søborg, Denmark

Svindbaek Vindkraft GP ApS

100.0

Subsidiary entity. General partner to Svindbaek Vindkraft HoldCo ApS

Denmark

0.01

-

0.01

-

Gyngemose Parkvej 50, 2860 Søborg, Denmark

Prettysource Lda

100.0

Subsidiary entity, owns investment in Benfica III

Portugal

(0.1)

-

4.8

-

Avenida Fontes Pereira de Melo, n.º 14, 11.º floor, 1050 121 Lisbon

Astros Irreverentes Unipessoal Lda

100.0

Subsidiary entity, owns investment in Benfica III

Portugal

(0.1)

-

4.8

-

Avenida Fontes Pereira de Melo, n.º 14, 11.º floor, 1050 121 Lisbon

Contrate o Sol Unipessoal Lda

100.0

Subsidiary entity, owns investment in Benfica III

Portugal

(0.1)

-

2.6

-

Rua Filipe Folque, no. 10J, 2 Dto, 1050-113 Lisbon

Argeo Solar S.L.

100.0

Subsidiary entity, owns investment in Albeniz

Spain

(0.4)

-

5.8

-

Paseo de la Castellana 259D, 14S-15, Madrid, Spain

Vector Aioliki Desfinas S.A.

100.0

Subsidiary entity, owns investment in Desfina

Greece

(1.6)

-

60.5

-

49A Doukissis Plakentias Avenue, Chalandri, GR-152 34, Greece

The Company's investments in subsidiaries are held through HoldCo.

The following table shows associates of the Company. The Company's investments in associates are held through HoldCo.

ASSOCIATE ENTITY NAME

EFFECTIVE OWNERSHIP %

ACTIVITY

COUNTRY OF INCORPORATION

PROFIT/(LOSS) FOR THE YEAR ENDED
31 DECEMBER 2020
(EUR MILLION)

PROFIT/(LOSS) FOR THE YEAR ENDED
31 DECEMBER 2019
(EUR MILLION)

TOTAL ASSETS BALANCES
AS AT
31 DECEMBER 2020
(EUR MILLION)

TOTAL ASSETS BALANCES
AS AT
31 DECEMBER 2019
(EUR MILLION)

REGISTERED ADDRESS

Aquia Enlica, Lda

18.0

Associate entity, owns equity investment in Sagres

Portugal

6.1

9.5

90.2

92.3 

Av. Fontes Pereira de Melo 14-11 1050-121 Lisboa Portugal

Midtfjellet Vindkraft AS

25.9

Associate entity, owns equity investment in Tesla

Norway

(3.1)

(0.7)

97.9

116.2

Midtfjellet Vindkraft AS, Sandvikvågvegen 45, N-5419 Fitjar, Norway

As disclosed in Note 4, the Company finances the HoldCo through a mix of shareholder loans and equity. The shareholder loans accrue interest at interest rates ranging between of 5.3% to 10.3%. HoldCo finances its SPV investments through a mix of shareholder loans and equity. The shareholder loans accrue interest at interest rates ranging between 5.5% to 10.5%. There are no restrictions on the ability of the Company's subsidiaries and associate's entities to transfer funds in the form of interest and dividends.

22. POST BALANCE SHEET EVENTS

On 1 April 2021, the Company entered into a Sale and Purchase Agreement to acquire 50.0% of the equity in an unlevered Portuguese solar operating asset ("Ourique") for EUR 30.1 million.

On 19 April 2021,the Company's wholly owned subsidiary, Tesseract Holdings Limited has reached contractual close in relation to a two year, EUR 40 million revolving credit facility ("RCF"). Lenders under the RCF include ING Bank N.V. and The Royal Bank of Scotland International Limited.

ALTERNATIVE PERFORMANCE MEASURES

In reporting financial information, the Company presents alternative performance measures, ("APMs"), which are not 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:

Premium

The amount, expressed as a percentage, by which the share price is more than the NAV per Ordinary Share.




31 DECEMBER

31 DECEMBER




2020

2019

NAV per Ordinary Share (cents)

a


99.96

102.75

Share price (cents)

b


106.50

107.80

Premium

(b÷a)-1


6.5%

4.9%

Ongoing charges

A measure, expressed as a percentage of average net assets, of the regular, recurring annual costs of running an investment company.




31 DECEMBER

31 DECEMBER




2020

2019

Average NAV (EUR '000)

a


222,632

154,567

Annualised expenses NAV (EUR '000)*

b


3,011

2,557

Ongoing charges

(b÷a)


1.35%

1.65%

*          Consists of investment advisory fees of EUR 1,671,000 (2019: EUR 1,142,000) and other recurring expenses of EUR 1,340,000 (2019: EUR 1,415,000).

Total return

A measure of performance that includes both income and capital returns. This takes into account capital gains and reinvestment of dividends paid out by the Company into the Ordinary Shares of the Company on the ex-dividend date.

As at 31 December 2020



Share price

NAV

Opening at 1 January 2020 (cents)

a


107.80

102.75

Dividend adjustment (cents)

b


3.50

3.50

Closing at 31 December 2020 (cents)

c


106.50

99.96

Total return

((b+c)÷a)-1


2.0%

0.7%

 

AS AT 31 DECEMBER 2019



SHARE PRICE

NAV

Opening at 6 June 2019 (cents)

a


100.00

98.00

Dividend adjustment(cents)

b


0.75

0.75

Closing at 31 December 2019 (cents)

c


107.80

102.75

Total return

((b+c)÷a)-1


8.6%

5.6%

Dividend cover

Dividend cover ratio calculation is based on net cash flows generated at the SPVs adjusted for the Company level expenses and dividends paid by the Company.




31 December

31 December




2020

2019

Net cash flow generated at the SPVs (EUR '000)

a


7,254

3,301

Dividend paid (EUR '000)

b


6,488

1,160

Dividend cover

a/b


1.1

2.8

Gross asset value

The Company's gross assets comprise the net asset values of the Company's Ordinary Shares and the debt at the underlying SPV level, with the breakdown as follows.




31 December

31 December




2020

2019

Ordinary Shares - NAV (EUR '000)

a


316,900

158,900

Debt at the SPV level (EUR '000)

b


113,000

85,000

Gross asset value (EUR '000)

a+b


429,900

243,900

Gearing ratio

As per the prospectus, the Company's gearing is calculated as total debt as a percentage of the gross asset value.




31 DECEMBER

31 DECEMBER




2020

2019

Gross asset value (EUR '000)

a


429,900

243,900

Debt at the SPV level (EUR '000)

b


113,000

85,000

Gearing ratio

b/a


26.3%

34.9%

n/a = not applicable.

 

FINANCIAL INFORMATION

This announcement does not constitute the Company's statutory accounts.  The financial information for 2020 is derived from the statutory accounts for 2020, which will be delivered to the registrar of companies.  The auditors have reported on the 2020; their reports were unqualified and did not include a statement under Section 498(2) or (3) of the Companies Act 2006.

 

The Annual Report for the year ended 31 December 2020 was approved on 19 April 2021.  It will be made available on the Company's website at https://www.aquila-european-renewables-income-fund.com/.

 

The Annual Report will be submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

 

This announcement contains regulated information under the Disclosure Guidance and Transparency Rules of the FCA.

 

ANNUAL GENERAL MEETING

 

The Annual General Meeting will be held on 9 June 2021 at the Company's registered office. However, due to the ongoing restrictions on large gatherings, it will not be possible for shareholders to attend in person. The Board would therefore strongly encourage shareholders to vote instead by proxy.

 

19 April 2021

 

Secretary and registered office:

PraxisIFM Fund Services (UK) Limited

1st Floor, Senator House

85 Queen Victoria Street

London

EC4V 4AB

 

For further information contact:

PraxisIFM Fund Services (UK) Limited

Tel: 020 4513 9260

 

END

 

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