2 September 2021

 

 

Downing Renewables & Infrastructure Trust plc 

("DORE" or "the Company")

 

Interim Report and Accounts

 

Downing Renewables & Infrastructure Trust plc (LSE: DORE) announces its results for the period ended 30 June 2021.

Financial Highlights

•      Successfully raised gross proceeds of £122,500,000 through a placing, an offer for subscription and an intermediaries offer at an issue price of 100 pence per ordinary share at IPO

•      Net asset value ("NAV") of 100.2 pence per share, up 2.2 pence per share compared to the NAV immediately post IPO of 98 pence per share

•      Interim dividend per ordinary share of 1.0 pence declared relating to the period from Admission to 30 June 2021, in line with previous guidance

•      Target dividend from 1 July 2021 onwards has been increased to 5 pence per share per annum¹

 

Operational Highlights

•      Completion of two investments, investing £102 million (83% of IPO proceeds) ahead of expectations indicated at IPO:

o  portfolio of eight operational hydropower plants in central and southern Sweden for €65 million (£60 million); and

o  a 96MWp portfolio of UK Solar PV assets for £42 million.

•      Portfolio generation of 101,211 MWh, 6.6% above expectations. Strong performance meant operating profit of investments was 14.4% above expectations

•      Strong pipeline of assets for future growth in the hydropower, wind, solar and battery space, including the Lake Vänern Wind Project in Sweden announced 15 January 2021 and the hydropower plants and electricity distribution assets from AB Edsbyn Elverk

 

 

Hugh Little, Chair of DORE plc, said; "I am very pleased to report strong portfolio performance, which has been driven by power generation of the assets exceeding expectations and the strengthening of long-term power prices. The combination of UK solar and Swedish hydropower assets, whose generation and revenue profiles show little correlation to one another, highlight the benefits of the Company's diversification strategy which aims to increase stability and reliability of returns to shareholders. As a result, NAV has increased by 2.33% to 100.2p. 

"The Company set out a dividend target of three interim dividends totalling 3 pence per share for the period from IPO to 31 December 2021, rising to a target annualised dividend yield of 5% for the financial year to 31 December 2022, with a progressive dividend policy thereafter. Due to the rapid deployment of the IPO proceeds and the strong performance of the assets, I am also pleased to announce the intention to increase the dividend to 5 pence per share for the year to 30 June 2022, representing a dividend of 1.25 pence for the quarter ending September 2021 and thereafter.¹

"The Board is pleased with the progress made to date and, alongside the Investment Manager, will continue to explore opportunities for further value enhancement across the solar and hydro portfolio.  With 83% of the IPO proceeds now deployed, the Company is considering an equity raise to fund further investments and should it decide to proceed with an equity raise, a further announcement with details will be made in due course."

Tom Williams, Partner, Head of Energy and Infrastructure at Downing LLP, commented: "We are delighted with the strong performance of the Company during the period. The majority of the proceeds from the IPO were deployed quickly and the rate of deployment remains ahead of expectations. The assets acquired are of high quality and offer the diversification of technology, geography and power market exposure that is central to the aims of the Company. We believe we are very well placed to access investments and pipeline that will take full advantage of DORE's diversified strategy and allow the Company to grow to a level that will meet its ambitions."

1.     The dividend targets stated above are targets only and not profit forecasts. There can be no assurance that these targets will be met, or that the Company will make any distributions at all and they should not be taken as an indication of the Company's expected future results. 

 

Contact details:

 

Downing LLP - Investment Manager to the Company   Tom Williams	+44 (0)20 3954 9908
Singer Capital Markets - Corporate Broker   Robert Peel, Alan Ray, Alaina Wong, Asha Chotai (Investment Banking) Sam Greatrex, Alan Geeves, James Waterlow, Paul Glover (Sales)	+44 (0)20 7496 3000
TB Cardew - Public relations advisor to the Company   Ed Orlebar Tania Wild	+44 (0)20 7930 0777   +44 (0)7738 724 630 / +44 (0)7425 536 903 DORE@tbcardew.com

 

 

About Downing Renewables & Infrastructure Trust plc (DORE)

DORE is a closed-end investment trust that aims to provide investors with an attractive and sustainable level of income, with an element of capital growth, by investing in a diversified portfolio of renewable energy and infrastructure assets in the UK and Northern Europe. DORE has been awarded the London Stock Exchange's Green Economy Mark in recognition of its contribution to the global 'Green Economy'.

 

DORE's strategy, which focuses on diversification by geography, technology, revenue and project stage, is designed to increase the stability of revenues and the consistency of income to shareholders. For further details please visit www.doretrust.com 

 

LEI: 2138004JHBJ7RHDYDR62

 

About Downing LLP

Downing LLP is a London-based investment management firm. It has over 25,000 investors and has raised over £1.7 billion into businesses across a range of sectors, from renewable energy, care homes, health clubs, and children's nurseries, to technology and sports nutrition. Downing has a demonstrable track record in renewables, having made 133 investments into solar parks, wind farms and hydroelectric plants since 2010.

For further details please visit www.downing.co.uk 

 

Key Metrics

 

	As at 30 June 2021
Market capitalisation	£122.2 million
Share price	99.75 pence per share
Dividends approved with respect to the period	£1,225,000, equating to 1 pence per share
NAV	£122.8 million
NAV per share (pence)	100.2
Environmental Performance	Generation from the 3,254 assets avoided 46,815 tonnes of CO2 and powered the equivalent of  83,783 homes

 

Investment strategy

 

•     Deliver sustainable returns through diversification by geography, technology, revenue and project stage

•     Target dividends: paid quarterly from September 2021: 5 pence per share for the year to 30 June 2022, progressive policy thereafter

•     Target total return on NAV: 6.5%-7.5% p.a. over the medium to long term

Investment policy summary

 

•     Build a diversified portfolio: of solar, hydro, wind, geothermal and other infrastructure assets, with a focus on core renewables and infrastructure projects in UK and Northern Europe

•     Active asset management: aim to optimise asset operations, data analysis and investor returns

•     Risk management: manage resource seasonality, market power price exposure and regulatory risks to aim for more stable returns

•     Geographical split: no more than 60% of Gross Asset Value in assets will be located in either the UK or Northern Europe and Ireland combined

The Company's full investment policy can be found in the prospectus dated 12 November 2020 (the "Prospectus").

 

 

Chairman's Statement

 

On behalf of the Board, I am pleased to present the first interim report of Downing Renewables & Infrastructure Trust PLC covering the period since incorporation on 8 October 2020 to 30 June 2021 (the "Interim Report").

Initial Public Offering

 

On 10 December 2020 the Company's ordinary shares were admitted to trading on the premium segment of the Main Market of the London Stock Exchange following the Company's IPO. The IPO raised gross proceeds of £122.5 million through which we were delighted to welcome a very broad range of shareholders to the register.

Acquisitions

 

Our investment strategy is to invest in a diversified portfolio of hydro, solar, wind, geothermal and other infrastructure assets across the UK, Ireland and Northern Europe. The Company's ability to invest in projects in these varying geographies and differing technologies, with different asset lives and yield profiles, aims to achieve a diversified set of long term, resilient and stable revenues. 

Investing in different technologies reduces our reliance on any given natural resource and provides exposure to assets with different economic lives. For instance, some assets such as our Swedish hydropower plants can have very long lives if maintained properly (more than 100 years), whereas assets such as solar or wind projects can have much shorter lives (around 25-35+ years).

Investing across different geographies enables us to take advantage of different natural resources and diversifies risk across different energy markets, governmental policies and regulatory regimes.

I am very pleased to report that the Investment Manager has made great progress in deploying the IPO proceeds. Since incorporation the Company has completed the acquisition of two portfolios, which together accounted for 83% of the net IPO proceeds. Alongside these acquisitions, the Company has also entered into two exclusivity agreements in relation to future acquisitions. Further information on these can be found in the Investment Managers Report below.

The combination of assets such as UK solar and Swedish hydropower, whose generation and revenue profiles show little correlation to one another, highlight the benefits of the Company's diversification strategy which aims to increase stability and reliability of returns to shareholders.

Health and Safety

 

The health and safety of our contractors and the public is a fundamental part of our ESG activities, which are detailed below. Throughout the period a range of work streams were completed with the aim of further strengthening the Company's and Investment Manager's approach to Health and Safety management.

A dam safety framework was established to ensure effective management of the risks surrounding hydropower activities and classified dams in Sweden. The framework, which is based on industry best practice, focusses on regular inspections, the expertise of operators and the frequency and content of reporting.

Health and Safety audits are underway across the portfolio. The Investment Manager has a process of continuous assessment and feedback of site level and operator practices, ensuring effective management systems are in place and adhered to.

Finally, the Company's incident monitoring process continues across the portfolio to ensure effective communication, escalation, and management of incidents.

Results

 

Over the period since IPO the NAV per ordinary share has increased from 98 pence at admission (after costs) to 100.2 pence at 30 June 2021. This increase reflects the net earnings and the valuation uplift of both our hydropower and solar assets following strong operational performance and increases in long term power price forecasts.

The portfolio assets have generated revenues of £8.5 million in the period from acquisition to 30 June 2021. The portfolio did not distribute any amounts to the Company by way of dividends, shareholder loan repayments or interest and as such the cash generated was retained within the portfolio at period end and forms part of the overall asset valuations.

The Company made a profit for the period from incorporation to 30 June 2021 of £2.8 million, resulting in an earnings per ordinary share of 2.96 pence per share.

Portfolio Performance

 

The Board is pleased by the strong performance of the portfolio. Generation has exceeded expectations (being the budget figures used when acquiring the assets) by 6.6% and, in addition to strong generation performance, the Company has benefited from strengthening power prices in both jurisdictions, particularly Sweden. Together, these factors have driven a significant increase in revenue and cashflow over expectations.

Dividends and Returns

 

At IPO, the Company set out a dividend target of three interim dividends totalling 3.0 pence per share in respect of the financial period from IPO to 31 December 2021, rising to a target annualised dividend yield of 5% in respect of the financial year to 31 December 2022 Thereafter, the Company intended to adopt a progressive dividend policy.

The Board is pleased to have announced the declaration of an interim dividend of 1 pence per share for the period from IPO to 30 June 2021. The dividend will be paid on 30 September 2021 to shareholders on the register on 10 September 2021. The ex-dividend date is 9 September 2021.

Following the rapid deployment of the IPO proceeds and the strong trading performance since the two portfolios were acquired, the Board is pleased to announce it is increasing its dividend guidance. Following payment of the first interim dividend of 1 pence per share for the period to 30 June 2021, the Company intends to increase the dividend to 5 pence for the year to 30 June 2022 (representing a dividend per share of 1.25 pence for the quarter ending September 2021 and thereafter).

As of 30 June 2021, the Company's NAV was £122.8 million, representing an increase of 2.3% from the opening NAV at admission to the London Stock Exchange on 10 December 2020.

The NAV represents the fair market valuation of the Company's portfolio based on a discounted cash flow analysis over the life of each of the Group's assets. The assumptions which underpin the valuation are provided by the Investment Manager and the Board has satisfied itself with the calculation methodology and underlying assumptions.

 

Outlook

 

The Board is pleased with the progress made to date and with the two investments made by the Company. The Board, alongside the Investment Manager's in-house asset management team, will continue to explore opportunities for further value enhancement across the solar and hydro portfolio.

 

The Investment Manager is currently exploring options to optimise the existing capital structure of the portfolio. Discussions are nearing completion around the implementation of a revolving credit facility ("RCF"). The Investment Manager is also in the process of implementing limited recourse project finance debt secured against the Company's hydro projects.    

 

Our Investment Manager continues to take a discerning approach to pursuing investment opportunities that will deliver the greatest value to shareholders. The Company is actively progressing several hundreds of millions of pounds of pipeline opportunities. Opportunities span such sectors as UK and Nordic Hydro, Wind, Solar and Nordic Utilities and Essential Infrastructure. With 83% of the IPO proceeds now deployed by the Investment Manager, the Company is considering an equity raise to fund further investments. Should the Company decide to proceed with an equity raise, a further announcement with details will be made in due course.

 

I would like to thank my fellow Directors and our Investment Manager for their efforts since the Company's IPO and I would like to thank shareholders for their support of the Company, which I am confident is well placed to deliver its investment objectives.

 

 

 

Hugh W M Little (Chair)

1 September 2021

Downing Renewables & Infrastructure Trust PLC

 

 

 

 

 

 

Portfolio

DORE owns 121MWp of hydropower and solar assets with an annual generation of around 200GWh. The portfolio is diversified across 3,255 individual installations and across three different energy markets.

 

Investment	Technology	Date Acquired	Location	Power Market / Subsidy	Installed capacity (MW)	Expected annual generation (GWh)
Ugsi	Hydro	Feb 2021	Älvadalen, Sweden	SE3 / n/a	1.8	10
Båthusströmmen	Hydro	Feb 2021	Älvadalen, Sweden	SE3 / n/a	3.5	14
steby	Hydro	Feb 2021	Torsby, Sweden	SE3 / n/a	0.7	3
Fensbol	Hydro	Feb 2021	Torsby, Sweden	SE3 / n/a	3.0	14
Rödbjörke	Hydro	Feb 2021	Torsby, Sweden	SE3 / n/a	3.3	15
Väls	Hydro	Feb 2021	Torsby, Sweden	SE3 / n/a	0.8	3
Torsby	Hydro	Feb 2021	Torsby, Sweden	SE3 / n/a	3.1	13
Tvärforsen	Hydro	Feb 2021	Torsby, Sweden	SE2 / n/a	9.5	37
Sutton Bridge	Ground mount solar	Mar 2021	Somerset, England	UK / ROC	6.7	7
Andover Airfield	Ground mount solar	Mar 2021	Hampshire, England	UK / ROC	4.3	4
Kingsland Barton	Ground mount solar	Mar 2021	Devon, England	UK / ROC	6.0	6
Bourne Park	Ground mount solar	Mar 2021	Dorset, England	UK / ROC	6.0	6
Laughton Levels	Ground mount solar	Mar 2021	East Sussex, England	UK / ROC	8.3	9
Deeside	Ground mount solar	Mar 2021	Flintshire, Wales	UK / FiT	3.8	3
Redbridge Farm	Ground mount solar	Mar 2021	Dorset, England	UK / ROC	4.3	4
Iwood	Ground mount solar	Mar 2021	Somerset, England	UK / ROC	9.6	9
New Rendy	Ground mount solar	Mar 2021	Somerset, England	UK / ROC	4.8	5
Redcourt	Ground mount solar	Mar 2021	Carmarthenshire, Wales	UK / ROC	3.2	3
Oakfield	Ground mount solar	Mar 2021	Hampshire, England	UK / ROC	5.0	5
Kerriers	Ground mount solar	Mar 2021	Cornwall, England	UK / ROC	10.0	10
RSPCA Llys Nini	Ground mount solar	Mar 2021	Swansea, Wales	UK / ROC	0.9	1
Commercial portfolio	Rooftop Solar	Mar 2021	Various, England	UK / FiT	0.3	0
Commercial portfolio	Rooftop Solar	Mar 2021	Various, England & Wales	UK / ROC	5.2	4
Commercial portfolio	Rooftop Solar	Mar 2021	Various, N. Ireland	SEM / NIROC	0.7	1
Bombardier	Rooftop Solar	Mar 2021	Belfast, N. Ireland	SEM / ROC	3.6	3
Residential portfolio	Residential rooftop solar	Mar 2021	Various, N. Ireland	SEM / NIROC	13.1	10
					121.5	199

 

Investment Manager's Report

 

We are delighted with the activity of the Company during the period. DORE was admitted to the London Stock Exchange's Main Market on 10 December 2020. On the same day, the Financial Times reported that DORE's IPO "may have been the first entirely virtual IPO in the Square Mile", with significant savings in emissions.  

The majority of the proceeds from the IPO were deployed quickly and the rate of deployment remains ahead of expectations. In addition to deploying capital quickly, the assets acquired by the Company are of high quality and offer the diversification of technology, geography and power market exposure that is central to the aims of the Company.

Acquisitions

 

During the period the Company completed the acquisition of two portfolios and entered into two exclusivity agreements.

 

Downing Hydro AB

 

DORE completed its first investment in a portfolio of eight operational hydropower plants located in central and southern Sweden on 1 February 2021 for £59.9 million.

 

The eight hydropower plants are located across three different rivers in Sweden in two different price zones, with an expected annual average production of 108 GWh. The portfolio has a robust operating track record spanning more than five decades.

 

An illustrative guide to how hydropower technology works can be seen in the interim report.

 

The hydropower plants were acquired from Fortum, a Nordic electricity company, with a transitional services agreement. The Investment Manager has made solid progress to separate out from Fortum all aspects of management of the plants, a process expected to be completed before year end 2021.

 

Chalkhill Solar Portfolio

 

On 19 March 2021 DORE completed its first UK investment, the acquisition of a portfolio of solar PV assets located across the UK. The portfolio was acquired for a consideration of £42 million. The acquisition target, Chalkhill Life Holdings Limited, was acquired with £67.9 million senior debt from Aviva and £10.8 million debt from Blackrock.

 

The portfolio, described as the "Seed Assets" in the Prospectus, comprises:

 

•    13 ground-mounted sites located across mainland Great Britain totalling c.73 MWp;

•    28 commercial rooftop assets totalling c.10 MWp; and

•   7 residential rooftop portfolios in Northern Ireland totalling c.13MWp.

 

Exclusivity Arrangements

 

Wind Assets

The Company has entered into an exclusivity agreement in relation to a proposed investment in a 100 MW nearshore, shallow water wind farm. The wind farm is to be constructed in Lake Vänern in southern Sweden and was developed by Cloudberry Clean Energy AS.

The exclusivity agreement gives the Company the option to enter into a commitment for the wind farm once certain conditions have been met.  Once these conditions have been met, DORE would own c.40% of the project. 

The 100 MW wind farm project in Lake Vänern is the second wind farm on the lake and it is situated close to existing grid infrastructure. It includes 16 turbines with an estimated annual power production around 350 GWh, significantly strengthening the access to clean and renewable energy in the region. 

This project forms part of the renewable energy and infrastructure pipeline identified in the Prospectus.

Nordic Utility and hydropower portfolio

In May 2021, the Company signed an exclusivity agreement with AB Edsbyns Elverk ("EE"), a local Swedish multi-utility, to buy EE's subsidiary Elektra Nät AB ("Elektra") and a portfolio of three hydropower plants. Elektra is a local regulated electricity distribution company in Edsbyn, central Sweden.

The Company has submitted an indicative bid in excess of SEK 300 million (approx. £25.5 million), whose confirmation is subject to final due diligence by the Company and approval by EE shareholders. At EE's AGM on 29 June 2021, shareholders approved continued commercial negotiations with DORE, with a divestment decision to be returned for shareholder approval. Since the AGM, EE has also received an unsolicited approach for Elektra Nät AB from a third party.

The hydropower and electricity distribution assets are in line with the investment strategy and the possible acquisition of Elektra will be the Company's first acquisition of a utility company. EE's portfolio of three hydropower plants, with a total annual generation of c.33GWh, complement DORE's current hydropower assets in Sweden and are located nearby.

This proposed acquisition by the Company would further diversify the Companys portfolio and revenue, with the addition of long-term regulated revenues from Elektra that are not exposed to merchant power prices. 

Portfolio Performance

 

The Company took economic benefit of both portfolios from 1 February 2021. For the period of operations between 1 February and 30 June 2021 generation across the portfolio was 101.2 GWh, 6.6% above expectations.

Downing Hydro AB performed strongly during the period, total generation for the hydropower assets was; 52.9 GWh, 11.2% above forecasts. The UK solar assets have performed slightly better than expectations, achieving total generation of 48.3 GWh, 2.0% above budget.

Hydro 

 

The significant outperformance of the hydropower portfolio was attributable to both strong plant availability and a favourable combination of precipitation and reservoir levels during the period.

In addition to the strong levels of generation, power prices across Sweden were relatively high, partly due to the long periods of cold weather and the permanent closure of a nuclear power reactor in January 2021. The combination of strong generation and high power prices meant that revenue was c. 40% higher than expected during the period.

Operational expenditure was managed well which meant that operating profit for the period exceeded expectations by £510k (69.2%).

Operational performance was good throughout the period, despite the Båthusströmmens plant experiencing some power grid interference during April and May which in turn led to some generation disruption.

The Investment Manager is progressing a refinancing of Downing Hydro AB, expected to be concluded during the second half of 2021.

Solar

Total generation for the period was 48,263 MWh, 2.0% above budget. Irradiation levels across the portfolio were on average 3.6% higher than expectations. The slight negative deviation between irradiation and generation was mainly driven by small isolated incidents.  

Slightly higher than forecast generation across the solar portfolio, as well as steady power prices and strong cost control, resulted in a higher than forecast operating profit for the period of 6.8%.

Dividend

The Board has resolved to pay an initial interim dividend of 1 pence per share equivalent to £1.225 million. The Company has chosen to designate part of this interim dividend as an interest distribution. The dividend will be paid as 0.5 pence per share as an interest payment and 0.5 as an ordinary dividend. Shareholders in receipt of such a dividend will be treated for UK tax purposes as though they have received a payment of interest in respect of the interest distribution element of this dividend. This will result in a reduction in the corporation tax payable by the Company. The dividend is as per the stated target and will be paid in accordance with the timetable below:

Approved:	01-September-21
Ex-dividend Date:	09-September-21
Record Date:	10-September-21
Payment Date:	30-September-21

 

The Company intends to pay dividends on a quarterly basis, with dividends typically declared in respect of the quarterly periods ending March, June, September and December. Payment of the relevant dividend declared is expected be made within three months of the relevant quarter end.

With 83% the IPO proceeds deployed successfully during the first quarter of 2021, combined with strong trading performance, the Board has decided to increase its dividend guidance. Following payment of a dividend of 1 pence per share for the period to June 2021, the Company intends to increase the dividend to 5 pence per annum (representing a dividend per share of 1.25 pence for the quarter ending September 2021 and thereafter).

Market development and opportunities

 

The UK market continues to show a high level of deal opportunity within DORE's focus areas.

There continues to be a steady flow of opportunities within the subsidised renewables space. Several portfolios of operational solar assets are expecting to come to market during the second half of 2021 and there is a steady trickle of smaller bolt-on opportunities. DORE is seeing several opportunities that meet the Company's return targets, which are generally assets that have been operational for over five years.

There is an increasing market focus on construction of unsubsidised wind and solar assets, generally supported by power purchase agreements ("PPAs") with corporate entities to increase revenue certainty. Activity is developing in this space, with both utilities and large corporates running tender processes to secure renewable capacity. Their requirement for "additionality" (i.e. PPAs must lead to the build of a new asset) is expected to result in the construction of larger solar and wind projects in the UK. DORE is continuing to develop relationships with key offtakers and developers to support a pipeline of opportunities.

In the Nordic region, markets continue to show a  high level of deal activity with opportunities matching the returns and transaction size requirements of DORE.

 

The Nordic wind sector is especially active, where new ready-to-build ("RTB") assets are brought to the market at regular intervals. Developers are traditionally looking for long-term owners prior to construction starting or during construction. In addition to RTB assets, operational wind assets of various sizes regularly come to the market.

 

The Nordic hydro market also continues to see reasonable levels of activity. Opportunities include smaller portfolios of hydropower plants, mainly in Sweden or Norway. These portfolios are frequently divested by private owners or multi-utilities seeking to streamline their holdings. DORE, through Downing Hydro AB, has established a solid footprint in this market, enabling future bolt-on acquisitions to its existing portfolio.

 

The Nordic utility and essential infrastructure sector is fragmented, often with municipality or large multi-utility ownership. Suitable opportunities in this sector appear from time to time as existing owners seek to streamline their ownership portfolios.

 

DORE is currently considering and actively working with potential opportunities across the Nordic region in the sectors described above, remaining selective about the opportunities to ensure an attractive mix of assets in the portfolio, consistent with the Company's investment objectives.

Foreign Exchange

 

The Company, together with its foreign exchange advisor, has developed and implemented its foreign exchange risk management policy. The policy targets hedging the medium-term distributions (up to five years) that are not denominated in GBP on a "linear reducing basis", whereby a high proportion of expected distributions in year 1 are hedged and the proportion of expected distributions that are hedged reduces in a linear fashion over the following four years.

 

Power markets and exposure

DORE adopts a medium to long-term hedging policy for its generation assets, providing a degree of certainty over the cash flows over the hedged periods. The hedged generation position for the portfolio as of 30 June 2021 is set out in the chart below. The hedging positions are continuously reviewed to ensure an appropriate position is maintained and new hedges are taken out as appropriate.

United Kingdom

Prices across all power periods increased on average during the second quarter, with some volatility in May 2021. Weather, tightening gas supplies, post-vaccine global economic optimism and carbon prices hitting new records have all helped lift short and medium-term price levels. UK forward power prices for Winter 2021 and Summer 2022 have increased by more than 50% since December 2020. In contrast, the forecast of long-term power prices has been adjusted downwards as a result of lower gas prices, increasing power imports from the continent, reflecting new inter-connectors coming on-line and increasing of offshore wind generation.

Nordics

 

Power spot prices in the quarter were higher than expected in the Nordics, partly due to the prolonged cold weather and the further closure of a Swedish nuclear power plant in January 2021. Spot prices were also quite volatile in the first quarter, due to the uncertainty surrounding how long the cold spell would last and relatively high-water reservoir levels.

At the same time forward prices for the Summer of 2021 benefitted significantly from market conditions, with forward pricing for Summer 2021 returning to pre-pandemic levels of €30/MWh from lows of €15/MWh. Prices for Winter 2021 and Summer 2022 also increased.

Valuation of the portfolio

 

The Company's NAV increased by 2.3% from £120.1 million (98.0 pence per share) to £122.8 million (100.2 pence per share) as at 30 June 2021. This increase was driven by strong performance and increases in long term power price forecasts.

The table below shows the movement in NAV during the period, with each step explained further below.

	Movement in NAV (£'m)
Opening NAV (10-Dec-20)	120.1
Management fee	(0.6)
Other costs and charges	(0.6)
Performance	2.6
Future power prices	1.9
Inflation	0.1
FX	(0.1)
Other	(0.5)
Closing (30-Jun-21)	122.8

 

Opening

Represents the NAV at IPO net of launch costs.

 

Management Fee

Fees charged to the Company by the Investment Manager.

 

Other costs and charges

Charges incurred by the Company, and its immediate subsidiary UK Hold Co, in its normal operations. Fees include fees paid to professional advisors and Directors. No transaction costs are included.

 

Performance

Represents the unwinding of the valuation models and the movement in the balance sheet of each investment. Where cash is not distributed, an increase in balance sheet working capital over and above the previously modelled position represents performance above expectations.

 

Power Prices

The Company uses long term, forward looking power price forecasts from third party consultants for the purposes of asset valuations. In both the UK and Sweden, an equal blend is taken from the most recent central case forecasts from two leading consultants. Where fixed price arrangements are in place, the financial model will reflect this price for the relevant time frame.

Where forward market pricing is liquid, these prices are also considered for the purposes of near-term power price forecasts.

The impact of our short-term power hedging strategy is also included in this step, with any benefit from short term hedging included here.

Inflation

The Company uses a near-term inflation forecast of 2.75%, rising to a medium-term inflation forecast of 3.0% for the purposes of UK asset valuations. From 2030 onwards, this forecast reduces to 2.25% as a result of the RPI reform recently announced by the UK Government. Models are updated quarterly to reflect inflation to date.

For the purpose of the Swedish asset valuations, a 2.0% inflation forecast is used, reflective of the Swedish central bank's target inflation rate.

Foreign Exchange

Cashflows from assets that are generated in a non-sterling currency are converted in each period they are earned using the actual hedges in place, with the residual amounts converted at the relevant exchange rate.

The relevant exchange rate is taken from a forward curve provided by the Company's foreign exchange advisors for ten years, at which point the exchange rate is held constant due to the impracticalities of hedging currency further into the future.

Other

Reflects changes to operational contracts (such as insurance) and other minor updates.

Asset life assumptions

Where land is leased from an external landlord, the operational life assumed for the purposes of the asset valuations is valued to the earlier of planning or lease expiry.

 

Where a project has an indefinite life, the land it is located on is owned and there are no constraints regarding planning, asset valuations are based on a perpetual life. This is the basis for the valuation of the hydropower assets. When perpetual asset life assumptions are applied, this is combined with the appropriate capital expenditure forecasts to ensure the assets will remain operational and in good condition.

Discount Rates

 

Discount rates used for the purpose of the valuation process are representative of the Investment Manager's and the Board's assessment of the rate of return in the market for assets with similar characteristics and risk profile.

Discount rates in use across the portfolio are in the range of 5.5% to 7.5%, with the weighted value at 7.3%.

 

Valuation sensitivities

 

The NAV of the Company is comprised of the sum of the discounted value of future cash flows of the underlying investments in solar and hydro assets (being the portfolio valuation), the cash balances of the Company and its holding Company and the other assets and liabilities of the Group.

The portfolio valuation is the largest component of the NAV and the key sensitivities to this valuation are considered to be discount rate and the principal assumptions used in respect of future revenues and costs.

 

A broad range of assumptions are used in the Company's valuation models. These assumptions are based on long-term forecasts and are generally not affected by short-term fluctuations in inputs, whether economic or technical.

 

The Investment Manager exercises its judgement and uses its experience in assessing the expected future cash flows from each investment.

 

The impact of changes in the key drivers of the valuation are set out below.

 

Discount Rate

 

The weighted average discount rate of the portfolio at 30 June 2021 was 7.3%.

 

The Investment Manager considers a variance of plus or minus 0.5% is to be a reasonable range of alternative assumptions for discount rates.

 

Energy Yield

 

For the solar assets, our underlying assumption set assumes the so called P50 level of electricity output based on reports by technical advisors. The P50 output is the estimated annual amount of electricity generation that has a 50% probability of being exceeded and a 50% probability of being underachieved. 

For hydropower assets, the expected annual average production is applied to the valuation, similar to the P50 assumption applied to solar and wind assets. Given the long operational record of the hydro assets, the annual production forecast is derived from historic datasets and validated by technical advisors.

The Energy Yield sensitivities uses a variance of plus or minus 5% applied to the generation.

Power Prices

 

The power price sensitivity assumes a 10% increase or decrease in power prices relative to the base case for each year of the asset life.

While power markets can experience volatility in excess of +/-10% on a short-term basis, the sensitivity is intended to provide insight into the effect on the NAV of persistently higher or lower power prices over the whole life of the portfolio, which is a more severe downside scenario.

 

Inflation

 

The Company's Inflation assumptions are set out above.  A long-term inflation sensitivity of plus and minus 0.5% is presented below.

Foreign Exchange

The Company's foreign exchange policy is set out above. A sensitivity of plus and minus 10% is applied to any non-hedged cashflows derived from non-sterling assets.  The Company will also try to ensure sufficient near-term distributions from any non-sterling investments are hedged.

 

Financing

 

The Group adopts a prudent approach to leverage, with the aim that each asset will be financed appropriately for the nature of its underlying cashflows and their expected volatility. Long-term debt may be used where appropriate at the SPV level to facilitate acquisitions, refinancing, capital expenditure or construction of assets.

Total long-term structural debt will not exceed 50% of the prevailing Gross Asset Value. At 30 June 2021, including project level financing, the Group's leverage stood at 31.9%.

In addition, the Company and/or its subsidiaries may also 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.

Revolving Credit Facility

 

The Group is progressing the establishment of an RCF, expected to be concluded during the second half of 2021.The main purpose of the RCF is to assist DORE in acquiring new assets from third parties. Once the RCF is established, DORE will benefit from additional flexibility to execute further transactions.

Financing of the Solar Assets

 

The solar assets identified as Seed Assets in the Prospectus are owned by a group of SPVs with a single holding company. Within this group there is currently debt totaling c.£78 million. Additional detail on the financing of the solar assets can be found in the Company's prospectus.  

 

Financing of the Hydro Assets

 

The acquisition of Downing Hydro AB was made on an all-equity basis, in order to reduce the cash drag at a fund level. The Investment Manager has since progressed a debt financing strategy for the hydropower portfolio to release cash for further investments, either in further hydropower assets or in adjacent sectors.

 

The borrower of the non-recourse project level debt will be Downing Hydro AB. As hydropower assets require maintenance capital expenditure, the financing strategy aims to secure availability of funds to meet medium term capital expenditure requirements.

 

The refinancing is expected to be completed during the second half of 2021.

 

Market outlook

 

"Renewable deployment geared up in 2020, establishing a "new normal" for capacity additions in 2021 and 2022"²

 

According to a recent report published by the International Energy Agency, renewables are expected to account for 90% of total global power capacity increases in both 2021 and 2022. In Europe, annual capacity additions are forecast to increase 11%. DORE is well positioned to take advantage of the continued strong activity in the renewables sector.

As DORE's investment mandate targets investments in the UK and Northern Europe, there is a broad investment market with different underlying market dynamics impacting revenues and costs. Having a geographically mixed portfolio allows DORE to diversify risks related to e.g. power prices and environmental legislation, that may result from the expected large scale roll-out of renewable energy.

As the world continues the recovery from the COVID-19 pandemic, an unprecedented amount of capital has been allocated to these economic recovery responses. So far only 2% of governments' COVID recovery spending is going on clean energy transitions3. There remains a big part to play in the energy transition for private capital. The Company will continue to support this transition through its diverse portfolio of renewable energy assets.

We look forward to deploying the remainder of the IPO and proceeds of debt finance and are currently progressing several additional investment opportunities on behalf of the Company, including opportunities under exclusivity to the Company and/or the Investment Manager.

The Investment Manager believes that it is well placed to access investments and pipeline that will take full advantage of the diversified strategy of the Company and allow the Company to grow to a level that will meet its ambitions.

2 Renewable electricity - Renewable Energy Market Update 2021 - Analysis - IEA

3 Key findings - Sustainable Recovery Tracker - Analysis - IEA

Sustainability and responsible investment

 

Introduction

DORE is well positioned to play an increasingly important role in Europe's transition to a low carbon economy and net-zero carbon emissions targets with a significant renewable generation portfolio, already representing an installed capacity of 121.5MWp across the UK and Sweden.

Sustainability runs through the whole of DORE's responsible investment framework, aiming to benefit the communities that its assets serve, the wildlife that lives around them and the wider environment.

Responsible investment considerations are embedded into the screening of opportunities, investment decisions and the ongoing monitoring of investments. This helps to identify, assess, monitor and manage environmental, social and governance risks and opportunities and also provides a framework to report progress across DORE's activities.

 

Environmental performance Acquisition Ð 30 June 2021	Key Performance Indicators
3,255	Number of renewable generation assets
121.5MW	MW of installed renewable generation capacity
101,211 MWh	MWh energy generated
46,814	GHG emissions avoided (tCO2e)
83,783	homes powered
4	Number of beehives
12	Number of bird boxes
10	Number of bat boxes
Social performance
£19,646	Annual community funding
Governance
10	Number of health and safety audits
0	Number of accidents, injuries, serious injuries

 

Investment Manager's Approach to Responsible Investment

Downing is conscious that the assets it manages have environmental and social impacts which need proactive management. We take this responsibility seriously and continuously invest in the portfolio to ensure we are meeting our aim of being a responsible investor.

By internalising asset management, we believe we can exercise a higher level of influence and so better manage ESG risks, identify opportunities and ultimately deliver returns alongside a measurable environmental impact.

The Investment Manager operates a responsible investment system (the "Responsible Investment System") which:

(i)            incorporates ESG issues into its investment analysis and decision-making processes;

(ii)           partakes in 'active' ownership policies and practices;

(iii)          seeks appropriate disclosures on ESG issues;

(iv)         works to promote the principles and enhance their implementation; and

(v)          reports on such activities and progress.

The Investment Manager's Responsible Investment System has been established and operated with due consideration of (amongst others) the PRI's six principles, the BVCA's Responsible Investment Framework, the Investment Association Guidelines on Responsible Investment Disclosure, GRESB criteria and the NPC's Impact Risk Classification.

There are three Sustainable Development Goals that DORE actively supports:

Goal 7 - Affordable & Clean Energy

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

Goal 9 - Industry, Innovation & Infrastructure

Build resilient Infrastructure, promote inclusive and sustainable industrialisation and foster innovation

Goal 13 - Climate Action

Take urgent action to combat climate change and its impacts

 

The Investment Manager reviews its Responsible Investment Policy annually, to ensure it remains up to date and appropriate in light of the rapidly changing policy and regulatory landscape associated with ESG.

 

Principles for Responsible Investment           UN Global Compact

The Investment Manager has been a signatory to the Principles for Responsible Investment since 2019 and scored an A for Strategy & Governance in its unpublished preliminary assessment.    In addition, as signatories to the UN Global Compact the Investment Manager has shown a commitment to protect human rights, the environment, and promote fair labour and anti-corruption practices.

The Green Economy

DORE was proud to be awarded The Green Economy Mark by the London Stock Exchange (LSE) as soon as it listed in December 2020. The Green Economy Mark was introduced in 2019 and recognises listed companies and funds that derive 50% or more of their revenue from environmental solutions. The award is recognition that DORE meets the required industry standards of the trust's commitment to a sustainable investment approach. It also provides transparency for investors, giving those seeking a sustainable and strong risk-adjusted returns the reassurance that they are investing in a greener future and supporting the UK's commitment to a net-zero economy.

 

Environmental

Climate Change

The Investment Manager seeks to play an active part in investing in a greener future and supporting the UK government commitment to net-zero emissions target by 2050, striving to achieve the best possible sustainable outcome from investments and their operations.  DORE is part of galvanizing the societal shift that seeks to transition away from fossil fuels by investing in sustainable energy production.

Since DORE acquired its assets in early 2021, 46,815 tCO2e have been avoided and we anticipate that a total of 2.16 million tCO2e will be avoided during the remaining lifetime of the current assets.

Resource Efficiency & Environmental Impact

The Investment Manager has also incorporated adaptations to our working practices to factor in consideration of climate change, potential carbon savings, and mitigating the impact on the surrounding environment by working smarter and using innovative schemes.

A total of 247 acres of land managed for the DORE portfolio is grazed by sheep under grazing contracts with local graziers. This multi-purpose use of the land maintains it in a sustainable way and supports biodiversity of the area by avoiding the use of fuel powered mowers and/or pesticides.

The Investment Manager currently has in place a number of initiatives which seek to protect and enhance biodiversity, reducing any impact on surrounding habitats and local fauna such as fish preservation schemes, bird boxes, bat boxes, bee hives and wildflower planting areas.

The Investment Manager recognises the need to be conscious of the waste that may be associated with an asset.  As such we consider risks that may impact the surrounding environment including in day to day waste management.

The Investment Manager monitors and adheres to any restrictions specified by environmental permits and planning conditions and actively engages with the terms laid out to ensure a minimal adverse impact associated with any asset.

Many assets in DORE's portfolio have long term land, habitat and drainage management plans which are managed by the Investment Manager. These ensure our actions are tailored to support the local environment most effectively.

As part of a collaboration with local branches of the British Beekeepers Association, the Company has recently welcomed more bees onto its sites. We have made a modest start to what we hope will be a long association with beekeeping; the DORE portfolio currently supports 4 hives. By offering a home for bees, DORE's land is playing a vital role in pollination; essential for world food production and the preservation of ecological balance.

Social

Communities

DORE's portfolio supports a number of Councils with community benefits schemes, providing funding for environmental, educational, charitable or amenity purposes. DORE makes a total of 5 payments per year totaling £19,646.

Oakfield Solar Farm, a 4.99 MW farm in Hampshire, provided community funding that enabled the local Parish Council to replace footpath stiles with self-closing or kissing gates, making the Parish's walking environments more accessible to people with limited mobility. 

DORE is also finalising a partnership with a local education charity to deliver a programme of school outreach related to practical renewable energy education.

Downing is mindful that likely climate changes could impact the management of DORE's hydropower assets in Sweden and that we have a responsibility to local communities to ensure that our plants are managed effectively. Downing has recruited senior asset management capability in the country to ensure relationships with local stakeholders can be built and maintained effectively.

People

The Investment Manager contributes to the creation of jobs and strives to achieve a safe working environment for all of its assets. This year we have continued our strong track record in health and safety, with no reported accidents, injuries or fatalities during the period. Downing operates an ongoing health and safety auditing process which aims to monitor and maintain safe working practices across the assets.

Like many firms, Downing has had to rapidly adapt its operations to the COVID-19 pandemic, with all sites adopting enhanced access requirements to protect staff. Hygiene and social distancing requirements were established quickly and had minimal impact on operations enabling the strong performance of the portfolio.

The Investment Manager has committed to a staff training programme which requires all employees to complete mandatory training on ESG, to increase awareness and engagement and strengthen our regular internal reporting on ESG.

Appointment of contractors associated with a project or assets requires the consideration of sustainability factors, ensuring that they are aligned with Downing's expectations on fair working and equal opportunity. Downing are committed to ensuring our supply chains are free of human rights abuses and in 2021 became a signatory to the UK industry supply chain statement.

 

Governance

Board and Organisational Structure

In recognition of the importance of robust corporate governance practices, DORE's Board selection takes into account the requirements laid out in the UK Corporate Governance Code and the AIC Code.

The Board comprises three Directors all of whom are non-executive and independent of the AIFM, the Investment Manager, and the other service providers.

Diversity of thought, skills and experience have been the particular focus of Board member selection, to ensure appropriate professional and technical skills to take overall responsibility for the investment policy and strategy, review investment activity and performance, and provide robust oversight and supervision of the Investment Manager and other service providers.

The Board's skillset, which includes a combination of listed fund experience, commercial and technical skills and diversity of professional backgrounds complements and supports the Board's role.

The Board comprises one female and two male Directors, and therefore, whilst not required to, it meets the Hampton-Alexander Review target for FTSE 350 companies to have reached 33% female representation by the end of 2020.

Risk Management & Compliance

The Investment Manager's risk management system incorporates the reporting capability of the Asset Manager, facilitating visibility of potential risk areas, and allows any necessary remediation steps to be implemented.  This can involve oversight of third-party contractors, Health & Safety audits and contributes to a data universe of over 2.51 million data points being recorded and monitored.

Extensive due diligence is conducted on any target investment to ascertain previous compliance with anti-bribery and anti-money laundering regulations, with a mandatory requirement that ongoing compliance is expected as a minimum standard in key documentation.  The Investment Manager also requires the implementation of an anti-bribery and corruption policy as part of its investments. 

Business Ethics & Transparency

The Investment Manager seeks to ensure transparency at all stages of the investment process and has in place a robust Conflicts of Interest Policy, and a dedicated Conflicts Committee. The Conflicts Committee has an independent Chair and its other members include the Head of Compliance and COO at Downing.

In order to ensure the Investment Manager maintains a strong governance culture it requires its employees to undertake mandatory annual training on topics that include:

-      Anti-Money Laundering

-      Anti-Bribery & Anti-Corruption

-      Data Protection

-      Diversity & Inclusion

-      Conflicts of Interest

-      Cyber Security

 

Principal Risks and Uncertainties

 

It is not possible to eliminate all risks that may be faced by the Company.

The objective of the Company's risk management framework and policies adopted by the Company is to identify risks and enable the Board to respond to risks with mitigating actions to reduce the potential impacts should any of the risks materialise.

The Board, through the Audit and Risk Committee, regularly reviews the Company's risk register, with a focus on ensuring appropriate controls are in place to mitigate each risk. Taking considered risk is the essence of all business and investment activity.

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.

Risk Identified	Risk Description	Risk Impact	Mitigation
Exposure to wholesale electricity prices and risk to hedging power prices	The Company makes investments in Assets with revenue exposure to wholesale electricity prices. The market price of electricity is volatile and is affected by a variety of factors, including market demand for electricity, levels of electricity generation, the generation mix of power plants, government support for various forms of power generation and fluctuations in the market prices of commodities and foreign exchange.	Market demand for electricity can be impacted by many factors, including changes in consumer demand patterns, increased usage of smart grids, a rise in demand for electric vehicle charging capacity and residential participation in renewable energy generation. Such changing dynamics could have a material adverse effect on the Company's profitability, the NAV and the price of the Ordinary Shares.   To the extent that the Company or an SPV enters into contracts to fix the price it receives on the electricity generated, or enters into derivatives with a view to hedging against fluctuations in power prices, the Company or SPV, may be exposed to risk related to delivering an amount of electricity over a specific period.   If there are periods of non-production the Company or an SPV may need to pay the difference between the price it has sold the power at and the market price at that time.	The Investment Manager closely monitors exposure to power price movements. Sensitivity to long term forecasts will be disclosed to investors and the Board on a regular basis.   Many assets are expected to have a significant proportion of revenue that is not linked to power price forecasts including subsidies such as Feed-in-tariffs.   In addition, assets are geographically diverse, spreading exposure across different power markets and price drivers. Short and medium term exposure to power prices will be managed by locking power prices on a rolling basis.
Exposure to the transactional effects of foreign exchange rate fluctuations and risks of foreign exchange hedging	To the extent the Company invests in non-sterling jurisdictions, it may be exposed to foreign exchange risk caused by fluctuations in the value of foreign currencies when the net income and valuations of those operations in non-Sterling jurisdictions are translated into Sterling for the purposes of financial reporting.	While the Company and SPVs may enter into derivative transactions to hedge such foreign exchange rate exposures, there can be no guarantee that the Company and/or SPVs will be able to, or will elect to, hedge such exposures, or that  where entered into, will be successful.   The Company and/or SPVs may be required to satisfy margin calls in respect of hedges and in certain circumstances may not have such collateral readily available. In these circumstances, the Company could be forced to sell an Asset or borrow further funds to meet a margin call or take a loss on a position. To the extent that the Company and/or SPVs do rely on derivative instruments to hedge exposure to exchange rate fluctuations, they will also be subject to counterparty risk. Any failure by a hedging counterparty to discharge its obligations could have a material adverse effect on the CompanyÕs profitability, the Net Asset Value and the price of the Ordinary Shares.	Natural hedging of foreign exchange exposure will occur due to an element of costs and debt (for capital structuring purposes) being linked to the local currency.   The Company will hedge expected income from foreign assets up to 5 years in advance.
Non-compliance with the investment trust eligibility conditions under sections S1158/S1159 of the CTA 2010	As an approved investment trust, The Company is exempt from UK corporation tax on its chargeable gains and capital profits on loan relationships.	If the Company fails to maintain its investment trust status from HMRC, in such circumstances, the Company would be subject to the normal rates of corporation tax on chargeable gains and capital profits arising on the transfer or disposal of investments and other assets. Which could adversely affect the Company's financial performance, its ability to provide returns to its Shareholders or the post-tax returns received by its Shareholders.	The Company has contracted out the relevant monitoring to appropriately qualified professionals. The Investment Manager also monitors relevant qualifying conditions.   The Investment Manager and the Company Secretary report on regulatory matters to the Board on a quarterly basis. The assessment of regulatory risks forms part of the Board's risk management framework.
Construction risks for certain renewable energy projects	Projects that are in the Construction Phase or are construction ready may be exposed to certain risks, such as cost overruns, construction delays and construction defects that may be outside the Company's control.	Should completion of any project overrun (both in terms of time and budget), there is a risk that payments may be required to be made to (or withheld by) a counterparty in relation to the delay. If the completion of a project overruns, it would also result in a delayed start to receipt of revenues, which could affect the Company's ability to achieve its target returns, depending on the nature and scale of such delay.   Additional costs and expenses, delays in construction or carrying out repairs, failure to meet technical requirements, lack of warranty cover and/or consequential operational failures or malfunctions may have a material adverse effect on the Company's profitability, the Net Asset Value and the price of the Ordinary Shares.	The Investment Manager will monitor construction carefully and report frequently to the Board and AIFM.   The Investment Manager has an experienced asset management team including technical experts to oversee construction projects. The Investment Manager will undertake an extensive due diligence process prior to investment with input from the Board (including technical expertise).   Third party experts will be used as required to enhance knowledge and experience.
Reliance on third-party service providers	The Company, whose Board is non-executive, and which has no employees, is reliant upon the performance of third-party service providers for its executive function.    The Company relies on the Investment Manager and other service providers and their reputation in the energy and infrastructure market.	The third-party provider may prove to be insufficiently skilled for the role or perform the roles required to an inadequate level, which may cause the Company to underperform, to breach regulations, or in extremis to go into administration.	There are clear service level agreements in place for all third-party providers and provisions are in place that any provider can be replaced, subject to an initial term or a breach of the agreement occurring.   They have all been chosen for being skilled and experienced in their areas of expertise. The Board has regular oversight over all the other providers.
Lack of availability of suitable renewable energy projects	Competition for renewable energy projects in the primary investment or secondary investment markets, may result in the Company being unable to make investments or on terms that enable the target returns to be delivered.	If the Investment Manager is unable to source sufficient opportunities within a reasonable timeframe, whether by reason of fundamental change in market conditions creating lack of available opportunities, too much competition or otherwise. A greater proportion of the Company's assets will be held in cash for longer than anticipated and the Company's ability to achieve its Investment Objective may be adversely affected.	The Company has an Investment Manager in place with a strong track record, who strengthened their team ahead of the fund launch.   Through extensive industry relationships the Investment Manager provides access to a significant pipeline of investment opportunities.
Conflicts of interest	The Investment Manager and the AIFM may manage from time to time other managed Funds pursuing similar investment strategies to that of the Company and which may be in competition with the Company.	The appointment of the AIFM is on a non-exclusive basis and each of the AIFM and Investment Manager manages other accounts, vehicles and funds pursuing similar investment strategies to that of the Company.   This has the potential to give rise to conflicts of interest. The Company may also be in competition with other Downing Managed Funds for Assets. In relation to the allocation of investment opportunities.	The AIFM and the Investment Manager have clear conflicts of interest and allocation policies in place.   Transactions where it is perceived that there may be potential conflicts of interest are overseen by the Investment Manager's conflicts committee, an independent fairness opinion on valuation may also be commissioned where deemed necessary.     The application of allocation policy is reviewed by the Investment Managers Compliance Department, and by the Board on annual basis.   Further information on these procedures can be found in the Company's prospectus dated 12 November 2020.
Risks relating to the Technical performance of assets	The long-term performance of the assets acquired does not match the expectations at the time of the acquisition.	Incorrect assumptions against technical performance of assets, or the availability of natural resources may lead to additional costs and expenses, carrying out repairs, or reduced revenues.   Any delays or reduction in the production or supply of energy may have a material adverse effect on the performance of the Company, the Net Asset Value, the Company's earnings and returns to shareholders.	The Company will appoint third party technical advisors for every transaction. The advisors will undertake a review of the technology, design, installation (if applicable), and natural resource availability and provide an analysis of expected long term generation yields.   Where assets are going through construction, appropriate contractual guarantees will be provided. Operators will often provide guarantees as to the availability or performance of assets.
Counterparties' ability to make contractual payments	The Company's revenue derives from the Renewable Energy Projects in the portfolio, the Company and its SPVs will be exposed to the financial strength of the counterparties to such projects and their ability to meet their ongoing contractual payment obligations.	The failure by a counterparty to pay the contractual payments due, or the early termination of a PPA by an Offtaker due to insolvency, may materially affect the value of the portfolio and could have a material adverse effect on the performance of the Company, the Net Asset Value, the Company's earnings and returns to shareholders.	The Investment Manager will look to build in suitable mechanisms to protect the income stream from the relevant Renewable Energy Projects, which may include parent guarantees and liquidated damages payments on termination.   Exposure to defaults may be further mitigated by contracting with counterparties who are public sector or quasi-public sector bodies or who are able to draw upon government subsidies to partly fund contractual payments.   As part of the acquisition process, the Investment Manager conducts a thorough due diligence process on all projects.
Risks associated with Cyber Security	There exists an increasing threat of cyber-attack in which a hacker may attempt to access the Company's website or its secure data, or the computer systems that relate to one of its Assets and attempt to either destroy or use this data for malicious purposes.	Increased regulation, laws, rules and standards related to cyber security, could impact the Company's reputation or result in financial loss through the imposition of fines. Suffering a cyber breach will also generally incur costs associated with repairing affected systems, networks and devices.   If one or several Assets became the subject of a successful cyber-attack, to the extent any loss or disruption following from such attack would not be covered or mitigated by any of the Company's insurance policies, such loss or disruption could have an adverse effect on the performance of the affected Asset or Assets and consequently on the Company's profitability, the Net Asset Value and the price of the Ordinary Shares.	Cyber security policies and procedures implemented by key service providers are reported to the Board regularly to ensure conformity. Thorough third-party due diligence is carried out on all suppliers engaged to service the Company. All providers have processes in place to identify cyber security risks and apply and monitor appropriate risk plans.

 

Emerging Risks

 

Emerging risks are characterised by a degree of uncertainty and the Investment Manager and the Board consider new and emerging risks every six months, the risk register is then updated to include these considerations. The Board has a process in place to identify emerging risks, such as climate related risks, and to determine whether any actions are required. The Board relies on reports periodically provided by the Investment Manager and the Administrator regarding risks that the Company faces. When required, experts are employed to gather information, including tax and legal advisers.

Climate Change

 

Environmental laws and regulations continue to evolve as the UK, Europe and the rest of the world continue to focus their efforts on the goals laid out by the Paris Agreement.  In jurisdictions where the Company's assets are located, newly implemented laws and/or regulations may have an impact on a given Asset's activities.

 

These laws may impose liability whether or not the owner or operator of the Assets knew of or was responsible. There can be no assurance that environmental costs and liabilities will not be incurred in the future. In addition, environmental regulators may seek to impose injunctions or other sanctions on an Asset's operations that may have a material adverse effect on its financial condition and valuation. Climate change may also have other wide-ranging impacts such as an increased likelihood of market reform, insurance coverage availability and cost.

Climate change may also lead to increased variability in average weather patterns such as periods of increased or reduced wind speeds or rainfall as well as extreme events which may affect the performance of the Company's investments.

Physical Effects of Climate Change

 

While efforts to mitigate climate change continue to progress, the physical impacts are already emerging in the form of changing weather patterns. Such as the recent heatwaves experienced in North America and recent flash flooding seen throughout the UK and Europe.

Extreme weather events can result in flooding, drought, fires and storm damage, which may potentially impair the operations of existing and future portfolio companies at a certain location or impacting locations of companies within their supply chain.

 

Statement of Directors' Responsibilities

 

The Directors acknowledge responsibility for the interim results and approve this Interim Report. The Directors confirm that to the best of their knowledge:

•    the condensed financial statements have been prepared in accordance with IAS 34 "Interim Financial Reporting" and give a true and fair view of the assets, liabilities and financial position of the Company as required by DTR 4.2.4R of the Disclosure Guidance and Transparency Rules;

•   the interim management report, included within the Chairman's Statement and Investment Managers Report, includes a fair review of the information required by DTR 4.2.7R, being the significant events for the period since incorporation and the principal risks and uncertainties for the remaining six months of the period; and

•    the condensed financial statements include a fair review of the related party transactions, as required by DTR 4.2.8R.

The responsibility Statement has been approved by the Board.

 

 

Hugh W M Little (Chair)

1 September 2021

 

 

Condensed Statement of Comprehensive Income

For the Period from Incorporation to 30 June 2021

 

	Notes	Revenue  30 June 2021 £000s	Capital  30 June 2021 £000s	Total  30 June 2021 £000s
Income
Return on investment	5	2,073	1,811	3,884
Total income		2,073	1,811	3,884
Expenses
Investment management fees	4	(643)	-	(643)
Directors' fees	13 & 17	(83)	-	(83)
Other expenses	6	(390)	-	(390)
Total expenses		(1,116)	-	(1,116)
Profit before taxation		957	1,811	2,768
Taxation	7	-	-	-
Profit after taxation		957	1,811	2,768
Profit and total comprehensive income attributable to:
Equity holders of the Company		957	1,811	2,768
Earnings per share - Basic & diluted (pence)	8	1.02	1.94	2.96

 

Condensed Statement of Financial Position

As at 30 June 2021

 

	Notes	30 June 2021 £000s
Non-current assets
Investments at fair value through profit and loss	9	106,365
		106,365
Current assets
Trade and other receivables	10	206
Cash and cash equivalents	15	17,102
		17,308
Total assets		123,673
Current liabilities Trade and other payables	11	(907)
		(907)
Total liabilities		(907)
Net assets		122,766
Capital and reserves
Called up share capital	12	1,225
Special distributable reserve	13	118,773
Revenue reserve		957
Capital reserve		1,811
Shareholders' funds		122,766
Net asset value per ordinary share (pence)	14	100.22

 

 

The unaudited interim financial statements of Downing Renewables & Infrastructure Trust PLC were approved by the Board of Directors and authorised for issue on 1 September 2021 and are signed on behalf of the Board by:

 

 

Hugh WM Little

Chair

 

Company registration number 12938740

 

Condensed Statement of Changes in Equity

For the Period from Incorporation to 30 June 2021

 

The Company's distributable reserves consist of the Special distributable reserve, Capital reserve attributable to realised gains and Revenue reserve. There have been no realised gains or losses at the reporting date.

	Notes	Share Capital   £000s	Share Premium   £000s	Capital Reserve   £000s	Revenue Reserve   £000s	Special Distributable Reserve £000s	Total     £000s
Balance at the start of the period		-	-	-	-	-	-
Gross proceeds from share issue	12	1,225	121,275	-	-	-	122,500
Bonus shares	12	-	(52)	-	-	-	(52)
Share issue costs	12	-	-	-	-	(2,450)	(2,450)
Transfer to special distributable reserve	13	-	(121,223)	-	-	121,223	-
Return on ordinary activities		-	-	1,811	957	-	2,768
Net assets attributable to shareholders at 30 June 2021		1,225	-	1,811	957	118,773	122,766

 

Condensed Statement of Cash Flows

For the period from incorporation to 30 June 2021

 

	Notes	Incorporation to 30 June 2021 £000s
Cash flows from operating activities
Profit before taxation		2,768
Adjusted for:
Interest income	5	(2,073)
Unrealised gains on investments at fair value	5	(1,811)
Increase in receivables		(206)
Increase in payables		907
Net cash outflows from operating activities		(415)
Cash flows from investing activities
Purchase of investments	9	(102,481)
Net cash outflows from investing activities		(102,481)
Cash flows from financing activities
Gross proceeds of share issue	12	122,500
Bonus shares	12	(52)
Share issue costs	12	(2,450)
Net cash flows from financing activities		119,998
Increase in cash and cash equivalents		17,102
Cash and cash equivalents at the start of the period		-
Cash and cash equivalents at the end of the period	15	17,102

 

Notes to the interim financial statements

 

1.   General Information

 

The Company is registered in England and Wales under number 12938740 pursuant to the Companies Act 2006 and its registered office Beaufort House, 51 New North Road, Exeter, England, EX4 4EP.

The Company was incorporated on 8 October 2020 and is a Public Limited Company and the ultimate controlling party of the group. The Company's ordinary shares were first admitted to the premium segment of the Financial Conduct Authority's Official List and to trading on the Main Market of the London Stock Exchange under the ticker DORE on 10 December 2020.

The Company's objective is to generate an attractive total return for investors comprising stable dividend income and capital preservation, with the opportunity for capital growth through the acquiring and realising value from a diverse portfolio of renewable energy infrastructure projects.

The Company currently makes its investments through its principal holding company and single subsidiary, DORE Hold Co Limited ("Hold Co"), and intermediate holding companies which are directly owned by the Hold Co. The Company controls the investment policy of each of the Hold Co and its intermediate holding companies in order to ensure that each will act in a manner consistent with the investment policy of the Company.

The Company has appointed Downing LLP as its Investment Manager (the "Investment Manager") pursuant to the Investment Management Agreement dated 12 November 2020. The Investment Manager is registered in England and Wales under number OC341575 pursuant to the Companies Act 2006. The Investment Manager is regulated by the FCA, number 545025.

These condensed interim financial statements do not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006.

2.   Basis of preparation

 

The financial statements included in this Interim Report have been prepared in accordance with IAS 34 ÒInterim Financial Reporting'. The interim financial statements have been prepared under the historical cost convention, as modified by the revaluation of financial assets and financial liabilities at fair value through profit or loss.

The interim financial statements have also been prepared as far as is relevant and applicable to the Company in accordance with the Statement of Recommended Practice: Financial Statements of Investment Trust Companies and Venture Capital Trusts ("SORP") issued in October 2019 by the Association of Investment Companies ("AIC"). The interim financial statements are presented in Sterling, which is the Company's functional currency and are rounded to the nearest thousand, unless otherwise stated. They have been prepared on the basis of the accounting policies, significant judgements, key assumptions and estimates as set out below.

These financial statements do not include all information and disclosures required in the annual audited financial statements.

The financial statements are unaudited and do not constitute statutory accounts as defined in section 434(3) of the Companies Act 2006.

Estimates and underlying assumptions are reviewed regularly on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future period affected. The significant estimates, judgement or assumptions for the period are set out above.

There are no comparatives as this is the Company's first accounting period.

Review

 

The Interim report has not been audited but has been reviewed by the Company's auditor.

This Half Year Report has been reviewed by the Company's Auditor in accordance with the International Standards on Auditing (ISAs) (UK) and International Standard on Review Engagements ("ISREs").

Basis of Consolidation

 

The sole objective of the Company and through its subsidiary Dore Hold Co Limited is to enter Renewable Energy Infrastructure Projects, via individual corporate entities. Hold Co typically will issue equity and loans to finance its investments.

The Directors have concluded that in accordance with IFRS 10, the Company meets the definition of an investment entity having evaluated the criteria that needs to be met (see below). Under IFRS 10, investment entities are required to hold subsidiaries at fair value through profit or loss rather than consolidate them on a line-by-line basis, meaning Hold Co's cash, debt and working capital balances are included in the fair value of the investment rather than in the Company's assets and liabilities. Hold Co has one investor which is the Company. However, in substance, Hold Co is investing the funds of the investors of the Company on its behalf and is effectively performing investment management services on behalf of many unrelated beneficiary investors.

Characteristics of an investment entity

 

There are three key conditions to be met by the Company for it to meet the definition of an investment entity. For each reporting period, the Directors will continue to assess whether the Company continues to meet these conditions:

•    It obtains funds from one or more investors for the purpose of providing these investors with professional investment management services;

•   It commits to its investors that its business purpose is to invest its funds solely for the returns (including having an exit strategy for investments) from capital appreciation, investment income or both; and

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

In satisfying the second criterion, the notion of an investment timeframe is critical. An investment entity should not hold its investments indefinitely but should have an exit strategy for their realisation. The Company intends to hold its renewable energy infrastructure assets for the remainder of their useful life to preserve the capital value of the portfolio. However, as the renewable energy infrastructure assets are expected to have no residual value after their useful lives, the Directors consider that this demonstrates a clear exit strategy from these investments.

Subsidiaries are therefore measured at fair value through profit or loss, in accordance with IFRS 13 "Fair Value Measurement", IFRS 10 "Consolidated Financial Statements" and IFRS 9 "Financial Instruments".

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

Going concern

 

The Directors have adopted the going concern basis in preparing the Interim Report. The following is a summary of the Director's assessment of going concern status of the Company. In reaching this conclusion, the Directors have considered the liquidity of the Company's portfolio of investments as well as its cash position, income and expense flows. As at 30 June 2021, the Company had net assets of £122.8 million including cash balances of £17.1 million which are sufficient to meet current obligations as they fall due.

 

In the period since incorporation, COVID-19 has continued to have a negative impact on the global economy. As the United Kingdom and the developed world continue to roll out their vaccination programmes, the outlook for both the UK and global economy is beginning to look more positive. Though it should be noted, with the potential for additional variants of the virus to become more prevalent, COVID-19 continues to raise potential uncertainties and additional risks for the Company.

The Directors and the Investment Manager continue to actively monitor this and its potential effect on the Company and its investments.

In particular, they have considered the following specific key potential impacts:

• Unavailability of key personnel at the Investment Manager or Administrator; and

• Increased volatility in the fair value of investments.

In considering the above key potential impacts of COVID-19 on the Company's operations, the Directors have assessed these with reference to the mitigation measures in place. The key personnel at the Investment Manager had successfully implemented business continuity plans prior to incorporation to ensure business disruption was minimised, including remote working, and all staff are continuing to assume their day-to-day responsibilities.

Based on the assessment outlined above, including the various risk mitigation measures in place, the Directors do not consider that the effects of COVID-19 have created a material uncertainty over the assessment of the Company as a going concern.

On the basis of this review, and after makingdue enquiries, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for at least 12 months from the date of approval of this report. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

 

Segmental reporting

 

The Chief Operating Decision Maker (the "CODM") being the Board of Directors, is of the opinion that the Company is engaged in a single segment of business, being investment in renewable energy infrastructure.

The Company has no single major customer. The internal financial information to be used by the CODM on a quarterly basis to allocate resources, assess performance and manage the Company will present the business as a single segment comprising the portfolio of investments in renewable energy infrastructure assets.

Critical accounting judgements, estimates and assumptions

 

In the application of the CompanyÕs accounting policies, which are described in Note 2, the Directors are required to make judgements, estimates and assumptions about the fair value of assets and liabilities that affect reported amounts. It is possible, that actual results may differ from these estimates.

The preparation of the Initial accounts requires management to make judgements, estimates and assumptions that affect the application of the accounting policies and the reported amount of assets, liabilities, income and expenses. Estimates, by their nature, are based on judgement and available information, hence actual results may differ from these judgements, estimates and assumptions.

Estimates such as the cash flows are believed to be reasonable under the circumstances, the results of which form the basis of making judgements about the fair value of assets not readily available from other sources. Discount rates used in the valuation represent the Investment Manager's and the Board's assessment of the rate of return in the market for assets with similar characteristics and risk profile. The discount rate is deemed to be one of the most significant unobservable inputs and any change could have a material impact on the fair value of investments.

The Company's investments in unquoted investments are valued by reference to valuation techniques approved the Directors and in accordance with the International Private Equity and Venture Capital ("IPEV") Guidelines.

As noted above, the Board have concluded that the Company meets the definition of an investment entity as defined in IFRS 10. This conclusion involved a degree of judgement and assessment as to whether the Company meets the criteria outlined in the accounting standards.

New, revised and amended standards applicable to future reporting periods

 

There were no new standards or interpretations effective for the first time for periods beginning on or after incorporation that had a significant effect on the CompanyÕs financial statements. Furthermore, none of the amendments to standards that are effective from that date had a significant effect on the financial statements.

 

New and revised standards not applied

 

Interest Rate Benchmark Reform - Phase 2 was issued and will become effective for accounting periods beginning on or after 1 January 2021. The amendments require additional disclosures that address issues that might affect financial reporting after the reform of an interest rate benchmark, including its replacement with alternative benchmark rates. They also provide relief to the Company in respect of certain loans whose contractual terms are affected by interest benchmark reform.

 

Other accounting standards and interpretations have been published and will be mandatory for the Company's accounting periods beginning on or after 1 January 2021 or later periods. The impact of these standards is not expected to be material to the reported results and financial position of the Company.

 

3.   Significant Accounting Policies

 

Financial Instruments

 

Financial assets and financial liabilities are recognised on the Company's Statement of Financial Position when the Company becomes a party to the contractual provisions of the instrument. Financial assets are to be de-recognised when the contractual rights to the cash flows from the instrument expire or the asset is transferred, and the transfer qualifies for de-recognition in accordance with IFRS 9 Financial Instruments and IFRS 13 Fair Value Measurement.

Financial assets

 

The Company classifies its financial assets as either investments at fair value through profit or loss or financial assets at amortised cost. The classification depends on the purpose for which the financial assets are acquired. Management determines the classification of its financial assets at initial recognition.

Investments at fair value through profit or loss ("FVTPL")

 

The fair value of investments in renewable energy infrastructure projects is calculated by discounting at an appropriate discount rate future cash flows expected to be received by the Company's intermediate holdings, from investments in both equity (dividends and equity redemptions), shareholder and inter-company loans (interest and repayments).

Estimates such as the cash flows are believed to be reasonable under the circumstances, the results of which form the basis of making judgements about the fair value of assets not readily available from other sources. Discount rates used in the valuation represent the Investment Manager's and the Board's assessment of the rate of return in the market for assets with similar characteristics and risk profile. The discount rate is deemed to be one of the most significant unobservable inputs and any change could have a material impact on the fair value of investments.

Investments are designated upon initial recognition as held at fair value through profit or loss. Gains or losses resulting from the movement in fair value are recognised in the Statement of Comprehensive Income at each valuation point. As shareholder loan investments form part of a managed portfolio of assets whose performance is evaluated on a fair value basis, loan investments are designated at fair value in line with equity investments. The Company's loan and equity investments in Hold Co are held at fair value through profit or loss. Gains or losses resulting from the movement in fair value are recognised in the Company's Statement of Comprehensive Income at each valuation point.

Financial assets are recognised/derecognised at the date of the purchase/disposal. Investments are initially recognised at cost, being the fair value of consideration given. Transaction costs are recognised in the Consolidated Statement of Comprehensive Income as incurred. Fair value is defined as the amount for which an asset could be exchanged between knowledgeable willing parties in an arm's length transaction. Fair value is calculated on an unlevered, discounted cashflow basis in accordance with IFRS 13 and IFRS 9.

Financial assets at amortised cost

Trade receivables, loans and other receivables are measured at amortised cost using the effective interest method, less any impairment. They are included in current assets, except where maturities are greater than 12 months after the reporting date, in which case they are to be classified as non-current assets. The Company's financial assets held at amortised cost comprise "trade and other receivables" and "cash and cash equivalents" in the statement of financial position.

Impairment

Impairment provisions for loans and receivables are recognised based on a forward-looking expected credit loss model. All financial assets assessed under this model are immaterial to the financial statements.

Financial liabilities

 

Financial liabilities are classified as other financial liabilities, comprising:

•    loans and borrowings which are recognised initially at the fair value of the consideration received, less transaction costs. Subsequent to initial recognition, loans and borrowings are to be stated at amortised cost, with any difference between cost and redemption value being recognised in the Statement of Comprehensive Income over the period of the borrowings on an effective interest basis; and

•    other non-derivative financial instruments, including trade and other payables, which are to be measured at amortised cost using the effective interest method.

Financial liabilities and equity

 

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangement.

Equity instruments

 

The Company's Ordinary Shares are classified as equity and are not redeemable. Costs associated or directly attributable to the issue of new equity shares are recognised as a deduction in equity and are charged from the special distributable reserve, created on court cancellation of share premium account.

Finance expenses

 

Borrowing costs are recognised in the Statement of Comprehensive Income in the period to which they relate on an accruals basis.

Taxation

 

The Company is approved as an Investment Trust Company ("ITC") under sections 1158 and 1159 of the Corporation Taxes Act 2010 and part 2 Chapter 1 Statutory Instrument 2011/2999. The approval is subject to the Company continuing to meet the eligibility conditions of the Corporation Tax Act 2010. The Company intends to ensure that it complies with the ITC regulations on an ongoing basis and regularly monitors the conditions required to maintain ITC status.

Under the current system of taxation in the UK, the Company is liable to taxation on its operations in the UK. Current tax is the expected tax payable on the taxable income for the period, using tax rates that have been enacted or substantively enacted at the date of the Statement of Financial Position.

Dividends

 

Dividends to the Company's shareholders are recognised when they become legally payable. In the case of interim dividends, this is when they are paid. In the case of final dividends, this is when they are approved by the shareholders at the Annual General Meeting.

Income

 

Income includes investment income from financial assets at FVTPL and finance income.

Investment income from financial assets at FVTPL is recognised in the Statement of Comprehensive Income within income when the Company's right to receive payments is established.

Finance income comprises interest earned on intercompany loans. Finance income is recognised on an accruals basis.

Expenses

 

Expenses are accounted for on an accruals basis. Share issue expenses of the Company directly attributable to the issue and listing of shares are charged to the Special Distributable Reserve. The Company's investment management fee, administration fees and all other expenses are charged through the Statement of Comprehensive Income. In respect of the analysis between revenue and capital these items are presented and charged 100% as revenue items.

Foreign currency

 

Transaction denominated in foreign currency are translated into pounds sterling as actual exchange rates as at the date of the transaction. Monetary assets and liabilities denominated in foreign currency 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 transaction is included as an exchange gain or loss to capital or revenue in the Statement of Comprehensive income as appropriate.

Cash and cash equivalents

 

Cash and cash equivalents comprise cash balances, deposits held on call with banks and other short-term highly liquid deposits with original maturities of three months or less.

Deposits to be held with original maturities of greater than three months are included in other financial assets. There are no expected credit losses as the bank institutions will have high credit ratings assigned by international credit rating agencies.

 

Seasonal and cyclical variations

 

The Company's results do not vary significantly during reporting periods as a result of seasonal activity.

4.   Investment management fees

 

Under the terms of the Investment Management Agreement, the Investment Manager is entitled to a management fee from the Company, which is calculated quarterly in arrears at 0.95% of NAV per annum up to £500 million and 0.85% per annum of NAV in excess of £500 million.

There were no investment management fees paid in the period, but investment management fees of £643,428 were accrued at the period end.

No performance fee is payable to the Investment Manager under the Investment Management Agreement and there are no provisions that would entitle the Investment Manager to a performance fee in respect of future periods.

 

5.   Return on investment

 

			30 June 2021 £000s
Unrealised movement in fair value of investments (Note 9)			1,811
Interest due on loans to investment (Note 9)			2,073
			3,884

 

6.   Other expenses

 

			30 June 2021 £000s
Alternative investment fund manager fee			57
Auditor fee
- Statutory audit services accrual			14
- Initial accounts audit			85
Company secretarial fee			33
Legal fees			47
Depositary fee			25
Hedging advisory			26
Marketing fee			20
Broker fee			28
Retainer fee			28
Other fees			27
			390

 

7.   Taxation

 

Taxable income during the period was offset by expenses and the tax charge for the period ended 30 June 2021 is £nil.

As described above, the Company is recognised as an ITC for accounting periods and is taxed at the current main rate of 19%. To the extent that there is insufficient group tax relief available to eliminate taxable profits, the Company may make interest distributions to reduce taxable profits to nil.

(a)  Analysis of charge in the period

	For the period ended 30 June 2021
	Revenue	Capital	Total
	£000s	£000s	£000s
Corporation tax	-	-	-
Taxation	-	-	-

 

(b)  Factors affecting total tax charge for the period

The effective UK corporation tax rate applicable to the Company for the period is 19%. The tax charge differs from the charge resulting from applying the standard rate of UK corporation tax for an investment trust company. The differences are explained below.

	Revenue	Capital	Total
	£000s	£000s	£000s
Profit on ordinary activities before taxation	957	1,811	2,768
Corporation tax at 19%	182	344	526
Net gain on investments at fair value through profit and loss	-	(344)	(344)
Subject to group relief/designated as interest distributions	(182)	-	(182)
Tax charge for the period	-	-	-

 

HM Revenue & Customs ("HMRC") has granted approval to the Company's status as an investment trust and it is the Company's intention to continue meeting the conditions required to obtain approval in the foreseeable future. Investment companies which have been approved by HMRC under section 1158 of the Corporation Tax Act 2010, as amended are exempt from tax on capital gains.

The March 2021 Budget announced a further increase to the main rate of corporation tax to 25% from 1 April 2023. This rate has been substantively enacted at the balance sheet date.

There is no unrecognised deferred tax asset or liability at 30 June 2021.

8.   Earnings per share

 

			30 June 2021 £000s
Revenue and capital profit attributable to equity holders of the Company			2,768
Weighted average number of ordinary shares in issue			93,487
Basic and diluted earnings per share (pence)			2.96

 

Basic and diluted earnings per share are the same as there are no arrangements which could have a dilutive effect on the Company's ordinary shares.

9.   Investments at fair value through profit and loss

 

	Total £000s
Fair value at start of the period	-
Loan advanced to Dore Hold Co Limited	94,481
Shareholding in Dore Hold Co limited	8,000
Unrealised gain on investments at FVTPL Loan interest	1,811 2,073
Fair value at end of the period	106,365

 

There is a loan agreement between the Company and DORE Hold Co Limited for £120,000,000. At the reporting date £94,481,000 had been advanced. The rate of interest on the loan is a rate agreed between DORE Hold Co Limited and the Company and has been set at 6% per annum. Interest accrued at the period end and outstanding at the reporting date amounted to £2,072,853. Interest is repayable at the repayment date, of 31 December 2030 unless otherwise agreed between the parties to repay earlier.

The Company owns nine shares in DORE Hold Co Limited that were purchased for a consideration of £8,000,000.

Fair value measurements

 

IFRS 13 "Fair Value Measurement" requires disclosure of fair value measurement by level. The level of fair value hierarchy within the financial assets or financial liabilities ranges from level 1 to level 3 and is determined on the basis of the lowest level input that is significant to the fair value measurement.

 

The fair value of the Company's investments is ultimately determined by the underlying net present values of the SPV ("Special Purpose Vehicle") investments. Due to their nature, they are always expected to be classified as level 3 as the investments are not traded and contain unobservable inputs.

 

There have been no transfers between levels during the period. The fair value hierarchy consists of the following three levels:

 

•    Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.

 

•    Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices).

 

•    Level 3 - Inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The following table analyses the Company's assets at 30 June 2021:

	Level 1 £'000s	Level 2 £'000s	Level 3 £'000s	Total £'000s
Investment portfolio summary
Unlisted investments at fair value through profit and loss	-	-	106,365	106,365
Total	-	-	106,365	106,365

 

The determination of what constitutes 'observable' requires significant judgement by the Company. Observable data is considered to be market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.

The only financial instruments held at fair value are the instruments held by the Group in the SPVs, which are fair valued at each reporting date. The investments have been classified within level 3 as the investments are not traded and contain unobservable inputs. The Company's investments are all considered to be level 3 assets.

As the fair value of the Company's equity and loan investments in Hold Co is ultimately determined by the underlying fair values of the SPV investments, the Company's sensitivity analysis of reasonably possible alternative input assumptions is the same as for the Group.

There have been no transfers between levels during the period.

Valuations are derived using a discounted cashflow methodology in line with IPEV Valuation Guidelines and take into account, inter alia, the following:

 

i.      due diligence findings where relevant;

ii.     the terms of any material contracts including PPAs;

iii.    asset performance;

iv.   power price forecasts from leading market consultants; and

v.    the economic, taxation or regulatory environment.

 

The DCF valuation of the Group's investments represents the largest component of GAV and the key sensitivities are considered to be the discount rate used in the DCF valuation and assumptions in relation to inflation, energy yield, foreign exchange and power price.

The shareholder loan and equity investments are valued as a single class of financial asset at fair value in accordance with IFRS 13 Fair Value Measurement.

Sensitivity

Sensitivity analysis is produced to show the impact of changes in key assumptions adopted to arrive at the valuation. For each of the sensitivities, it is assumed that potential changes occur independently of each other with no effect on any other base case assumption, and that the number of investments in the portfolio remains static throughout the modelled life.

Accordingly, the NAV per share impacts shown below assume the issue of further shares to fund these commitments.

The analysis below shows the sensitivity of the portfolio value (and its impact on NAV) to changes in key assumptions as follows:

Discount rate

The weighted average valuation discount rate applied to calculate the portfolio valuation is 7.3%

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

 

Discount rate	NAV per share impact	-0.5% change	Total portfolio Value	+0.5% change	NAV per share impact
		£000	£000	£000
Directors' valuation - Jun 2021	4.57	5,602	106,365	(5,103)	(4.17)

 

Energy yield

The table below shows the sensitivity of the portfolio valuation to a sustained decrease or increase of energy generation by minus or plus 5% on the valuation, with all other variables held constant. The fair value of the solar investments is based on a "P50" level of electricity generation for the renewable energy assets, being the expected level of generation over the long term. For hydropower assets, the expected annual average production is applied to the valuation, similar to the P50 assumption applied to solar and wind assets.

 A change in the forecast energy yield assumptions by plus or minus 5% has the following effect.

Energy Yield	NAV per share impact	-5% change	Total portfolio Value	+5% change	NAV per share impact
		£000	£000	£000
Directors' valuation - Jun 2021	(5.85)	(7,165)	106,365	7,546	6.16

 

Power prices

The sensitivity considers a flat 10% movement in power prices for all years, i.e. the effect of adjusting the forecast electricity price assumptions in each of the jurisdictions applicable to the portfolio down by 10% and up by 10% from the base case assumptions for each year throughout the operating life of the portfolio.

A change in the forecast electricity price assumptions by plus or minus 10% has the following effect.

Power Prices	NAV per share impact	-10% change	Total portfolio Value	+10% change	NAV per share impact
		£000	£000	£000
Directors valuation - Jun 2021	(6.29)	(7,705)	106,365	7,737	6.32

 

Inflation

The projects' income streams are principally a mix of subsidies, which are amended each year with inflation, and power prices, which the sensitivity assumes will move with inflation. The projects' operating expenses typically move with inflation, but debt payments are fixed. This results in the portfolio returns and valuation being positively correlated to inflation. The weighted average long-term inflation assumption across the portfolio is 2.4%.

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 portfolio.

Inflation	NAV per share impact	-0.5% change	Total portfolio Value	+0.5% change	NAV per share impact
		£000	£000	£000
Directors' valuation - Jun 2021	(2.41)	(2,956)	106,365	3,038	2.48

 

Foreign exchange

The Company, where appropriate, seeks to manage its exposure to foreign exchange movements, the objective being, ensuring that the Sterling value of known future investment commitments is fixed. The Portfolio Valuation assumes foreign exchange rates based on the relevant foreign exchange rates against GBP at the reporting date. A change in the foreign exchange rate by plus or minus 10% (Euro against Swedish Krona, has the following effect on the NAV, with all other variables held constant. The effect is shown after the effect of current level of hedging which reduces the impact of foreign exchange movements on the Company's NAV.

 

Foreign Exchange	NAV per share impact	-10% change	Total portfolio Value	+10% change	NAV per share impact
		£000	£000	£000
Directors' valuation - Jun 2021	(1.49)	(1,826)	106,365	2,059	1.68

 

 

10. Trade and other receivables

 

			30 June 2021 £'000s
Prepayments			27
VAT			179
			206

 

11. Trade and other Payables

 

			30 June 2021 £'000s
Amounts due to Downing LLP - VAT			111
Accruals			796
			907

 

Included in the accruals amount at the period end, £643,428 relates to the Management Fee charged by Downing LLP during the period.

12.  Called up share capital

 

Allotted, issued and fully paid:		Number of Shares	Nominal value of shares (£)
Opening Balance at 8 October 2020		-	-
Allotted upon Incorporation
Ordinary Shares of 1p each		1.00	0.01
Management Shares		50,000	50,000.00
Allotted /redeemed following admission to LSE
Ordinary Shares issued		122,499,999	122,499,999.99
Management Shares redeemed		(50,000)	(50,000.00)
Closing Balance of Ordinary Shares at 30 June 2021		122,500,000	122,500,000.00

 

The initial placing of 122,500,000 ordinary shares took place on 10 December 2020, raising gross proceeds of £122,500,000. Each ordinary share has equal rights to dividends and has equal rights to participate in a distribution arising from a winding up of the Company.

Following the court approval on 20 April 2021, the share premium cancellation was effective. Bonus shares with a consideration of £52,123 were issued and allocated to the Share Premium account. 

The share premium account of £121,223,000 at 20 April 2021 was transferred to a special distributable reserve account. The issue costs of £2,450,000 relating to the initial listings were offset against the special distributable reserve account. At 30 June 2021 the special distributable reserve account was £118,773,000.

13. Special distributable reserve

 

As indicated in the Company's prospectus dated 12 November 2020, 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 20 April 2021 to cancel the amount standing to the credit of the share premium account of the Company.

As stated by the Institute of Chartered Accountants in England and Wales ("ICAEW") and the Institute of Chartered Accountants in Scotland ("ICAS") in the technical release TECH 02/17BL, The Companies (Reduction of Share Capital) Order 2008 SI 2008/1915 ("the Order") specifies the cases in which a reserve arising from a reduction in a company's capital (i.e., share capital, share premium account, capital redemption reserve or redenomination reserve) is to be treated as a realised profit as a matter of law.

The Order also disapplies the general prohibition in section 654 on the distribution of a reserve arising from a reduction of capital. The Order provides that if a limited company having a share capital reduces its capital and the reduction is confirmed by order of court, the reserve arising from the reduction is treated as a realised profit unless the court orders otherwise.

The amount of the share premium account cancelled and credited to the Company's Special reserve is £121.2 million which can be utilised to fund distributions by way of dividends to the Company's shareholders.

14. Net asset value per ordinary share

 

The basic total net assets per ordinary share is based on the net assets attributable to equity shareholders as at 30 June 2021 of £122,765,264 and ordinary shares of 122,500,000 in issue at 30 June 2021.

There is no dilution effect and therefore no difference between the diluted total net assets per ordinary share and the basic total net assets per ordinary share.

15. Cash and Cash equivalents

 

At the period end, the Company had cash of £17.1 million. This balance was held by the Royal Bank of Scotland.

16. Financial Risk Management

 

The Company's investment activities expose it to a variety of financial risks; including, interest rate risk, foreign exchange risk, power price risk, credit risk and liquidity risk. The Board of Directors has overall responsibility for overseeing the management of financial risks, however the review and management of financial risks are delegated to the AIFM.

Each risk and its management are summarised below.

Foreign exchange risk

 

Foreign exchange risk is defined as the risk that the fair value of future cash flows will fluctuate because of changes in foreign exchange rates. The Company monitors its foreign exchange exposures using its near-term and long-term cash flow forecasts. Its policy is to use foreign exchange hedging to provide protection to the level of sterling distributions that the Company aims to pay over the medium-term, where considered appropriate. This may involve the use of forward exchange. The Company's sensitivity to foreign exchange risk can be seen in Note 9.

Interest rate risk

 

Interest rate risk arises from the possibility that changes in interest rates will affect future cash flows or the fair values of financial instruments. The Company is exposed to interest rate risk on its cash balances held with counterparties, bank deposits, advances to counterparties through loans to its subsidiaries. The Company may be exposed to changes in variable market rates of interest as this could impact the discount rate and therefore the valuation of the projects as well as the fair value of the loan receivables. The Company is not considered to be materially exposed to interest rate risk.

The Company's interest and non-interest bearing assets and liabilities as at 30 June 2021 are summarised below:

	Interest Bearing	Non-Interest bearing	Total
Assets	£000	£000	£000
Cash and cash equivalents	17,102	-	17,102
Trade and other receivables	-	206	206
Investments at fair value through profit and loss	94,481	11,884	106,365
Total assets	111,583	12,090	123,673
Liabilities
Accrued expenses	-	(907)	(907)
Total liabilities	-	(907)	(907)

 

Liquidity risk

 

Liquidity risk is the risk that the Company may not be able to meet its financial obligations as they fall due. The Investment Manager, AIFM and the Board continuously monitor forecast and actual cash flows from operating, financing, and investing activities to consider payment of dividends, repayment of trade and other payables or funding further investing activities.

The Company ensures it maintains adequate reserves and will put in place banking facilities and it will continuously monitor forecast and actual cash flows to seek to match the maturity profiles of financial assets and liabilities.

At the period end, the Company's investments were in secured loan and equity investments in private companies, in which there is no listed market and therefore such investments would take time to realise, and there is no assurance that the valuations placed on the investments would be achieved from any such sale process. The Company's Hold Co is the entity through which the Company holds its investments, the liquidity of Hold Co is reflective of the investments in which it holds.

Credit risk

 

Credit risk is the risk that a counterparty of the Company will be unable or unwilling to meet a commitment that it has entered into with the Company. It is a key part of the pre-investment due diligence. The credit standing of the companies which the Company intends to lend or invest is reviewed, and the risk of default estimated for each significant counterparty position. Monitoring is on-going, and period end positions are reported to the Board on a quarterly basis.

Credit risk may also arise from cash and cash equivalents and deposits with banks and financial institutions. The Company and its subsidiaries may mitigate their risk on cash investments by only transacting with major international financial institutions with high credit ratings assigned by international credit rating agencies.

The carrying value of the investments, trade and other receivables and cash represent the Company's maximum exposure to credit risk.

The Company's credit risk exposure as at 30 June 2021 is summarised below:

 

	As at 30 June 2021
	£000
Cash and cash equivalents	17,102
Total	17,102

 

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 FVTPL. As at 30 June 2021, the Company held two investments through its intermediate holding company. The value of the underlying renewable energy investments held by Hold Co will vary according to a number of factors, including discount rate used, asset performance and forecast power prices.

Capital risk management

 

The capital structure of the Company at the year end consists of equity attributable to equity holders of the Company, comprising issued capital and reserves. The Board continues to monitor the balance of the overall capital structure so as to maintain investor and market confidence. The Company is not subject to any external capital requirements.

 

Market risk

 

Returns from the Company's investments are affected by the price at which the investments are acquired. The value of these investments will be a function of the discounted value of their expected future cash flows, and as such will vary with, inter alia, movements in interest rates, market prices and the competition for such assets. The Investment Manager carries out a full valuation quarterly and this valuation exercise takes into account changes described above.

17. Unconsolidated subsidiaries, associates and joint ventures

 

The following table shows subsidiaries of the Group. 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:

 

Investment	Place of Business	Ownership Interest as at 30 June 2021
Dore Hold Co Limited4	England5	100%
Downing Hydro AB6	Sweden7	100%
Abercomyn Solar Ltd9	England5	100%
Andover Airfield Solar Developments Ltd6	England5	100%
Appleton Renewable Energy8	England5	100%
Appleton Renewables9	England5	100%
Beeston Solar Energy Ltd9	England5	100%
Beeston Solar Ltd9	England5	100%
Bourne Park Solar Ltd10	England5	100%
Brookside Solar Ltd9	England5	100%
Brown Argus Trading Lt6	England5	100%
Chalkhill Commercial PV Ltd6	England5	100%
Chalkhill Life Holdings Ltd6	England5	100%
Deeside Solar Farm Ltd11	England5	100%
Emerald Isle Solar Energy Ltd12	Northern Ireland5	100%
Emerald Isle Solar Ltd9	Northern Ireland5	100%
Greenacre Redbridge Ltd10	England5	100%
Greenacre Solar Energy Ltd13	England5	100%
Greenacre Solar Ltd9	England5	100%
Heulwen Solar Ltd9	England5	100%
Hulse Energy Ltd9	Northern Ireland5	100%
Hulse Renewable Energy Ltd14	Northern Ireland5	100%
KPP132 Ltd11	England5	100%
KPP141 Ltd12	Northern Ireland5	100%
Moray Energy Ltd15	Northern Ireland5	100%
Moray Power (UK) Ltd11	Northern Ireland5	100%
Moray Power Ltd9	Northern Ireland5	100%
Newton Solar Energy Ltd16	England5	100%
Newton Solar ltd9	England5	100%
Penarth Energy Ltd9	England5	100%
Ridgeway Solar Energy Ltd17	England5	100%
Ridgeway Solar ltd9	England5	100%
Ringlet Trading Ltd6	England5	100%
ROC Solar (UK) Ltd18	Northern Ireland5	100%
ROC Solar ltd9	Northern Ireland5	100%
Solar Finco 1 Limited19	England5	100%
Solar Finco 2 Limited20	England5	100%
Solar Finco 3 Limited6	England5	100%
TGC Solar Oakfield Ltd8	England5	100%
Triumph Renewable Energy Ltd12	Northern Ireland5	100%
Triumph Solar Energy ltd21	Northern Ireland5	100%
Triumph Solar ltd9	Northern Ireland5	100%
Voltaise (UK) Ltd23	England5	100%
Voltaise ltd9	England5	100%
Wakehurst Renewable Energy Ltd23	Northern Ireland5	100%
Wakehurst Renewables Ltd9	Northern Ireland5	100%
York NIHE Ltd10	Northern Ireland5	100%
York Renewable Energy Ltd24	England5	100%
York Renewables Ltd9	Northern Ireland5	100%

 

4   DORE Hold Co is the intermediate holding company of the Group, this is 100% owned by DORE PLC

5   The Registered office is St Magnus House, 3 Lower Thames Street, London EC3R 6HD

6   These Companies are 100% owned by DORE Hold Co Limited

7   The registered office is c/o Cirio Advokatbyra Box 3294, 103 65 Stockholm

8   Appleton Renewable Energy Ltd is 100% owned by Appleton Renewables, Appleton Renewable Energy Ltd, in turn owns 100% of Andover Airfield Solar Developments Ltd

9   These companies are 100% owned by Solar Finco 1 Ltd

10   Bourne Park Solar is 100% owned by Penarth Energy Ltd

11   These companies are 100% owned by Chalkhill Life Holdings Ltd

12   Emerald Isle Solar Energy Limited is 100% owned by Emerald Isle Solar Ltd

13   Both companies are 100% owned by Greenacre Solar Ltd

14   Hulse Renewable Energy Ltd is 100% owned by Hulse Energy Ltd

15   Moray Energy Ltd and Moray Power (UK) are 100% owned by Moray Power Ltd, Moray Power (UK) Ltd owns 100% of KPP 132 Ltd

16   Newton Solar Energy is 100% owned by Newton Solar Ltd

17   Both companies are 100% owned by Ridgeway Solar Ltd

18   ROC Solar (UK) ltd is 100% owned by ROC Solar Ltd

19   Solar Finco 1 Ltd is 100% owned by Solar Finco 2 Ltd

20   Solar Finco 2 Ltd is 100% owed by Solar Finco 3 Ltd

21   Triumph Solar Energy is 100% owned by Triumph Solar Ltd, Triumph Solar Energy Ltd in turn owns 100% of Triumph Renewable Energy Ltd and KPP 141 Ltd.

22   Voltaise (UK) Limited is 100% owned by Voltaise Ltd.

23   Wakehurst Renewable Energy Ltd is 100% owned by Wakehurst Renewables Ltd

24   These Companies are 100% owned by York Renewables Ltd

 

18. Employees and Directors

 

The Company is governed by a Board of Directors, all of whom are independent and non-executive. During the period, they received fees for their services of £83,333.  The Company has 3 non-executive Directors.

19. Dividends declared

 

As outlined in the IPO prospectus on 12 November 2020, the Company is targeting an initial annualised dividend yield of 3% by reference to the IPO price of £1.00, in respect of the financial period from IPO on 10 December 2020 to 31 December 2021 (equating to 3 pence per share), rising to a target annualised dividend yield of 5% by reference to the IPO price in respect of the financial year to 31 December 2022. Thereafter, the Company intends to adopt a progressive dividend policy.

The Board declared an interim dividend of 1 pence per share on 1 September 2021 with respect to the period ended 30 June 2021. The Dividend is expected to be paid on or around 30 September 2021 to shareholders on the register on 10 September 2021. The Ex-dividend date is 9 September 2021. The Company has chosen to designate part of this interim dividend as an interest distribution. The dividend will be paid as 0.50 pence per share as an interest payment and 0.50 as an ordinary dividend. Shareholders in receipt of such a dividend will be treated for UK tax purposes as though they have received a payment of interest in respect of the interest distribution element of this dividend. This will result in a reduction in the corporation tax payable by the Company.

20. Events after the balance sheet date

 

On 1 September 2021, The Board declared an interim dividend of 1 pence per share with respect to the period ended 30 June 2021.

The Dividend is expected to be paid on or around 30 September 2021 to shareholders on the register on 10 September 2021. The ex-dividend date is 9 September 2021.

21. Related party transactions.

 

The amounts incurred in respect of the Investment Management fees during the period to 30 June 2021 was £643,428. These were unpaid at 30 June 2021.

The amounts incurred in respect of Directors fees during the period to 30 June 2021 was £83,333. These amounts had been fully paid at 30 June 2021. The amounts paid to individual directors during the period were as follows:

Hugh Little (Chair) - £33,333

Jo De Montgros - £23,333

Ashley Paxton - £26,667

Tony McGing and Tom Williams were Directors of the Company from 8 October 2020 to 28 October 2020, they received no remuneration during the period.

Acquisition of the Seed Assets

As identified in the Company's prospectus dated 12 November 2020, the Company benefited from an option to acquire a portfolio of c.96 MWp of operational solar PV projects located in the UK. The Seed assets were previously owned by Bagnall Energy Limited, a Downing Managed Fund, managed by the Investment Manager on a discretionary basis. This acquisition of the Seed Assets represented a conflict of interest as the Investment Manager provided investment management services to both the Company and Bagnall Energy Limited.

In order to mitigate this conflict, the Investment Manager put in place several procedures, including disclosure of the relevant conflicts to the independent boards of both the Company and Bagnall Energy Limited, separate buy and sell side external legal advisers and a fairness opinion, addressed to the Company, on the value of the Asset to be acquired was sought from an independent expert.

 

Cautionary Statement

The Review Section of this report has been prepared solely to provide additional information to shareholders to assess the Company's strategies and the potential for those strategies to succeed. These should not be relied on by any other party or for any other purpose.

The Review Section may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology.

These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this document and include statements regarding the intentions, beliefs or current expectations of the Directors and the Investment Manager concerning, amongst other things, the investment objectives and investment policy, financing strategies, investment performance, results of operations, financial condition, liquidity, prospects, and distribution policy of the Company and the markets in which it invests.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company's actual investment performance, results of operations, financial condition, liquidity, distribution policy and the development of its financing strategies may differ materially from the impression created by the forward-looking statements contained in this document.

Subject to their legal and regulatory obligations, the Directors and the Investment Manager expressly disclaim any obligations to update or revise any forward-looking statement contained herein to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based. In addition, the Review Section may include target figures for future financial periods. Any such figures are targets only and are not forecasts.

This Half Year Report has been prepared for the Company as a whole and therefore gives greater emphasis to those matters which are significant in respect of Downing Renewables & Infrastructure Trust PLC and its subsidiary undertakings when viewed as a whole.

 

Company Information

 

Directors (all non-executive)	Hugh W M Little (Chair) Joanna de Montgros Ashley Paxton
Registered Office	Beaufort House 51 New North Road Exeter EX4 4EP
AIFM and Administrator	Gallium Fund Solutions Limited Gallium House Unit 2 Station Court Borough Green Sevenoaks Kent TN15 8AD
Investment Manager	Downing LLP 6th Floor St Magnus House 3 Lower Thames Street London EC3R 6HD
Sponsor and Financial Adviser	Singer Capital Markets LLP One Bartholomew Lane London EC2N 2AX
Company Secretary	Link Company Matters Limited Beaufort House 51 New North Road Exeter EX4 4EP
Solicitors to the Company	Gowling WLG (UK) LLP 4 More London Riverside London SE1 2AU
Registrar	Link Group The Registry 34 Beckenham Road Beckenham Kent BR3 4TU
Depositary	Gallium P E Depositary Limited Gallium House Unit 2 Station Court Borough Green Sevenoaks Kent TN15 8AD
Auditor	BDO LLP 55 Baker Street London W1U 7EU

 

National Storage Mechanism

A copy of the Half-Yearly Report will be submitted shortly to the National Storage Mechanism ("NSM") and will be available for inspection at the NSM, which is situated at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

 

Legal Entity Identifier: 2138004JHBJ7RHDYDR62