HALF YEARLY RESULTS, NET ASSET VALUE AND DIVIDEND ANNOUNCEMENT
28 July 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN.
GREENCOAT UK WIND PLC (the "Company")
Half-yearly results to 30 June 2016, Net Asset Value and Dividend Announcement
Greencoat UK Wind PLC is the leading listed renewable infrastructure fund, invested in operating UK wind farms. The Company's aim is to provide investors with an annual dividend that increases in line with RPI inflation while preserving the capital value of its investment portfolio in the long term on a real basis through reinvestment of excess cash flow and the prudent use of portfolio leverage.
Highlights
· The Group's investments generated 451.4GWh, 3 per cent. below budget owing to low wind resource.
· Net cash generation (Group and wind farm SPVs) was £30.9 million.
· Acquisition of an interest in Clyde wind farm and the acquisition of Screggagh wind farm increased the portfolio to nineteen wind farm investments, net generating capacity to 420MW and GAV to £874.4 million as at 30 June 2016.
· Issuance of further shares raising £100 million.
· The Company declared total dividends of 3.17 pence per share with respect to the period.
· £245 million outstanding borrowings at 30 June 2016, equivalent to 28 per cent. of GAV.
Commenting on today's results, Tim Ingram, Chairman of Greencoat UK Wind, said:
"We are pleased to report the continued steady performance of our portfolio, with good cash generation, an increase in the dividend and strong dividend cover.
"During the period, we added two high quality wind farm investments to the portfolio. Clyde, which at 350MW is one of the UK's largest wind farms, and Screggagh, a 20MW wind farm in Northern Ireland, reflect our ability to select the best investments and efficiently process a wide range of transaction type and scale.
"We were also pleased with the strong support shown by both existing and new investors to the Share Issuance Programme we launched in April. With the proceeds of the first tranche having partly paid down our acquisition facility we are well placed to take advantage of our attractive pipeline of growth opportunities."
NAV
The Company announces that its unaudited Net Asset Value as of 30 June 2016 is £629.4 million (104.5p per share). The Company's June 2016 Factsheet is available on the Company's website, www.greencoat-ukwind.com.
Dividend Announcement
The Company also announces a quarterly dividend of 1.585p per share in respect of the period from 1 April 2016 to 30 June 2016.
Dividend Timetable
Ex-dividend date 4 August 2016
Record date 5 August 2016
Payment date 26 August 2016
Key Metrics
As at 30 June 2016:
Market Capitalisation |
£689.9 million |
Share price |
114.5 pence |
Dividends with respect to the period |
£17.6 million |
Dividends with respect to the period per share |
3.17 pence |
GAV |
£874.4 million |
NAV |
£629.4 million |
NAV per share |
104.5 pence |
Details of the conference call for analysts and investors:
There will be a conference call at 9.00am today for analysts and investors. To register for the event please notify Tulchan Communications, either by email to [email protected] or by telephone on +44 (0)20 7353 4200.
Presentation materials will be posted on the Company's website, www.greencoat-ukwind.com, from 9.00am.
For further information, please contact:
Greencoat UK Wind PLC 020 7832 9400
Stephen Lilley
Laurence Fumagalli
Tom Rayner
Tulchan 020 7353 4200
Stephen Malthouse
Chairman's Statement
I am pleased to present the half-yearly report of Greencoat UK Wind PLC for the six months ended 30 June 2016.
Performance
During the period, portfolio generation was 451.4GWh, 3 per cent. below budget. Net cash generated by the Group and wind farm SPVs was £30.9 million. Dividend cover was 1.9x.
Dividends and Returns
The Company's aim is to provide investors with an attractive and sustainable dividend that increases in line with RPI inflation while preserving capital on a real basis. In line with our stated target of 6.34 pence per share for 2016, the Company has paid a dividend of 1.585 pence per share in respect of Q1 2016 and has declared a dividend of the same amount in respect of Q2 2016, giving a total of 3.17 pence per share for the period (compared to 3.13 pence for the first half of 2015). NAV per share was flat in the period: 102.9 pence (ex-dividend) at 31 December 2015 and at 30 June 2016, reflecting strong cash generation offset by lower power price forecasts.
Gearing
The Group's policy is to have no gearing at the individual asset level and to keep overall Group borrowings at a prudent level (the maximum is 40 per cent. of GAV) to reduce risk while ensuring that the Group is at least fully invested thus always using capital efficiently. As at 30 June 2016, the Group's borrowings were £245 million, equivalent to 28 per cent. of GAV, of which £100 million is longer term debt. Over the medium term, we would expect total gearing to be between 20 per cent. and 30 per cent..
Acquisitions and Equity Raising
During the period, the Group made two additional high quality acquisitions, increasing our net generating capacity to 420MW. In March, the Group acquired a 28.2 per cent. stake in the 350MW Clyde wind farm, one of the largest windfarms in the UK. Clyde is the fourth wind farm to be acquired from SSE and maintains a longstanding relationship between both companies. The acquisition also brought in the Greater Manchester Pension Fund and the London Pensions Fund Authority as co-investment partners. In June, the Group acquired Screggagh, a 20MW wind farm in Northern Ireland. The mix of acquisitions demonstrates the Group's ability to source and execute transactions across the market - and only on terms that we consider to be advantageous to our shareholders.
In May, the Company raised gross proceeds of £100 million through the placing of 95.2 million new shares at an issue price of 105 pence per share. The Board was delighted with this placing, the first tranche of our programme to issue 300 million new shares.
Principal Risks and Uncertainties
As detailed in the Company's Annual Report to 31 December 2015, the principal risks and uncertainties affecting the Group are as follows:
· dependence on the Investment Manager;
· financing risk; and
· risk of investment returns becoming unattractive.
Also as detailed in the Company's Annual Report to 31 December 2015, the principal risks and uncertainties affecting the investee companies are as follows:
· changes in government policy on renewable energy;
· a decline in the market price of electricity;
· risk of low wind resource;
· lower than expected life-span of the wind turbines; and
· health and safety and the environment.
Further information in relation to these principal risks and uncertainties, which are unchanged from 31 December 2015 and remain the most likely to affect the Group in the second half of the year, may be found on pages 6 to 8 of the Company's Annual Report for the year ended 31 December 2015.
Outlook
Wind continues to remain the most mature and widely deployed renewable technology available in the UK and the Company is in a good position to benefit as electricity production from wind becomes an increasingly important part of the UK's generation mix.
The Company does not expect any material change to its business as a result of the UK exiting the European Union. Being solely UK focused and deliberately low-risk, all of the Group's assets and liabilities are inside the UK and sterling denominated. In addition, the regulatory regime under which the assets operate is robust, longstanding and rooted in UK legislation.
Owing to recent significant sterling devaluation, it is reasonable to assume that the price of gas will increase in sterling terms. Everything else being equal, this should feed into higher power prices and this is already being seen in the forward market, however our 30 June reported NAV utilises power price forecasts that were produced immediately before the EU referendum.
At the end of June, the Government approved the Fifth Carbon Budget under the 2008 Climate Change Act, legislating for a 57 per cent. reduction in carbon emissions (relative to 1990) by 2032. The Fifth Carbon Budget lies on the pathway to 80 per cent. emission reductions by 2050, which is more onerous than European Union legislation.
The Company continues to look at acquiring operating UK wind farms (both onshore and offshore) from a market that is expected to reach £60 billion over the next few years, providing extensive and very encouraging opportunities for further value creating investment.
The Board considers that, for the foreseeable future, it is in the interest of our shareholders to grow the portfolio, through further wind farm investments, where these provide attractive returns. Growth in the portfolio:
· provides additional economies of scale at Group level;
· increases our market power when purchasing further assets; and
· increases liquidity in our shares.
Tim Ingram
Chairman
27 July 2016
Investment Manager's Report
Investment Portfolio
The Group's investment portfolio as at 30 June 2016 consisted of interests in SPVs which hold the following underlying operating wind farms:
Wind farm |
Turbines |
Operator |
PPA |
Total MW |
Ownership Stake |
Net MW |
|
|
Bin Mountain |
GE |
SSE |
SSE |
9.0 |
100% |
9.0 |
|
Braes of Doune |
Vestas |
DNV-GL |
Centrica |
72.0 |
50% |
36.0 |
|
Carcant |
Siemens |
SSE |
SSE |
6.0 |
100% |
6.0 |
|
Clyde |
Siemens |
SSE |
SSE |
349.6 |
28.2% |
98.6 |
|
Cotton Farm |
Senvion |
BayWa |
Sainsbury's |
16.4 |
100% |
16.4 |
|
Drone Hill |
Nordex |
BayWa |
Statkraft |
28.6 |
51.6% |
14.8 |
|
Earl's Hall Farm |
Senvion |
BayWa |
Sainsbury's |
10.3 |
100% |
10.3 |
|
Kildrummy |
Enercon |
BayWa |
Sainsbury's |
18.4 |
100% |
18.4 |
|
Lindhurst |
Vestas |
RWE |
RWE |
9.0 |
49% |
4.4 |
|
Little Cheyne Court |
Nordex |
RWE |
RWE |
59.8 |
41% |
24.5 |
|
Maerdy |
Siemens |
Wind Prospect |
Statkraft |
24.0 |
100% |
24.0 |
|
Middlemoor |
Vestas |
RWE |
RWE |
54.0 |
49% |
26.5 |
|
North Rhins |
Vestas |
DNV-GL |
E.ON |
22.0 |
51.6% |
11.4 |
|
Rhyl Flats |
Siemens |
RWE |
RWE |
90.0 |
24.95% |
22.5 |
|
Screggagh |
Nordex |
Subject to contract |
Energia |
20.0 |
100% |
20.0 |
|
Sixpenny Wood |
Senvion |
BayWa |
Statkraft |
20.5 |
51.6% |
10.6 |
|
Stroupster |
Enercon |
BayWa |
BT |
29.9 |
100% |
29.9 |
|
Tappaghan |
GE |
SSE |
SSE |
28.5 |
100% |
28.5 |
|
Yelvertoft |
Senvion |
BayWa |
Statkraft |
16.4 |
51.6% |
8.5 |
|
|
|
|
|
|
|
|
|
Total(1) |
|
|
|
|
|
420.0 |
|
(1) Numbers do not cast owing to rounding of (0.3)MW.
Portfolio Performance
Portfolio generation for the six months ended 30 June 2016 was 451.4GWh(1), 3 per cent. below budget owing to low wind resource in Q2 (Q1 generation above budget).
Overall portfolio availability was high. Notable major outages across the portfolio were a 3.5 day scheduled outage of the Clyde North substation for upgrade works in preparation for the connection of Clyde Extension and a turbine transformer failure at Yelvertoft, which led to the turbine being offline for six weeks. Yaw gear failures at Maerdy remain an ongoing Siemens issue.
Wind energy true-ups for Cotton Farm, Earl's Hall Farm and Kildrummy were agreed in the period. Cotton Farm and Earl's Hall farm resulted in no net payment and Kildrummy resulted in a payment of £1.2 million from BayWa to the Group. The Middlemoor wind energy true-up process is underway. The true-up mechanism is designed to mitigate the risk associated with investing in a wind farm before sufficient operational data are available.
(1) Including Clyde curtailed generation.
Health and Safety
There were no major incidents in the six months ended 30 June 2016.
Acquisitions
The Group invested £195.5 million (including acquisition costs, excluding cash) to acquire a 28.2 per cent. stake in the 350MW Clyde wind farm on 18 March 2016. SSE retained a 50.1 per cent. stake, with the Greater Manchester Pension Fund and the London Pensions Fund Authority investing £150 million alongside the Group (21.7 per cent. stake). The Group has enjoyed a strong relationship with SSE since listing (March 2013) and the transaction demonstrates the attractiveness to utilities of the Group's unlevered investment model.
The Group acquired 100 per cent. of the 20MW Screggagh wind farm on 30 June 2016 for £28.2 million (including acquisition costs, excluding cash). The transaction was executed in three weeks from the granting of exclusivity and reflects the Group's ability to select the best investments and efficiently process a wide range of transaction types and sizes.
Financial Performance
The table below demonstrates strong dividend cover in the period of 1.9x. Net cash generation was £30.9 million. Cash balances (Group and wind farm SPVs) at 30 June 2016 were £27.8 million.
Group and wind farm SPV cash flows |
For the six months ended 30 June 2016 |
|
|
|
£m |
|
|
|
|
Net cash generation |
30.9 |
|
Dividends paid |
(16.0) |
|
|
|
|
Acquisitions (1) |
(214.4) |
|
Acquisition costs |
(2.5) |
|
|
|
|
Equity issuance |
100.0 |
|
Equity issuance costs |
(1.7) |
|
|
|
|
Debt drawdown |
110.0 |
|
Upfront finance costs |
(0.6) |
|
|
|
|
Movement in cash (Group and wind farm SPVs) |
5.7 |
|
Opening cash balance (Group and wind farm SPVs) |
22.0 |
|
Ending cash balance (Group and wind farm SPVs) (2) |
27.8 |
|
|
|
|
Net cash generation |
30.9 |
|
Dividends |
16.0 |
|
Dividend cover |
1.9 |
x |
(1)Net of £3.2 million wind energy true-up payments relating to Maerdy and Kildrummy.
(2)Numbers do not cast owing to rounding of £0.1m.
Investment Performance
The NAV at 30 June 2016 was £629.4 million.
Opening NAV at 31 December 2015 |
£529.8m |
Investment in new assets(1) |
+£223.7m |
Movement in DCF valuations |
-£14.6m |
Movement in cash (Group and wind farm SPVs) |
+£5.7m |
Movement in other relevant assets/liabilities |
-£5.2m |
Movement in Aggregate Group Debt |
-£110.0m |
Closing NAV 30 June 2016 |
£629.4m |
(1) Including acquisition costs, excluding cash
A dividend of £7.9 million (1.565 pence per share) was paid in February 2016 in respect of the three month period ended 31 December 2015 and a dividend of £8.0 million (1.585 pence per share) was paid in May 2016 in respect of the three month period ended 31 March 2016.
A dividend of £9.6 million (1.585 pence per share) will be paid on 26 August 2016 in respect of the three month period ended 30 June 2016.
NAV per share was flat in the period:
|
pence per share |
|
|
|
|
|
NAV at 31 December 2015 |
104.5 |
|
Less February 2016 dividend |
(1.6) |
|
NAV at 31 December 2015 (ex dividend) |
102.9 |
|
|
|
|
NAV at 30 June 2016 |
104.5 |
|
Less August 2016 dividend |
(1.6) |
|
NAV at 30 June 2016 (ex dividend) |
102.9 |
|
|
|
|
Movement in NAV (ex dividend) |
0.0 |
|
The share price as at 30 June 2016 was 114.5 pence, representing a 9.6 per cent. premium to NAV.
Reconciliation of Statutory Net Assets to Reported NAV
|
As at
30 June 2016 |
As at
31 December 2015 |
|
|
|
£'000 |
£'000 |
|
|
|
|
|
DCF valuation |
851,920 |
642,784 |
|
Cash (wind farm SPVs) |
19,629 |
14,806 |
|
Fair value of investments |
871,549 |
657,591 |
|
Cash (Group) |
8,143 |
7,231 |
|
Other relevant liabilities |
(5,298) |
(56) |
|
GAV |
874,394 |
664,766 |
|
Aggregate Group Debt |
(245,000) |
(135,000) |
|
NAV |
629,394 |
529,766 |
|
Reconciling items |
- |
- |
|
Statutory net assets |
629,394 |
529,766 |
|
Shares in issue |
602,526,968 |
506,787,431 |
|
NAV per share (pence) |
104.5 |
104.5 |
|
Gearing
As at 30 June 2016 the Group had £245 million of debt outstanding, equating to 28 per cent. of GAV.
£245 million outstanding debt comprised a term debt facility of £100 million together with associated interest rate swaps and £145 million drawn under the Group's revolving credit facility.
All borrowing is at the Company level (no project level debt).
Outlook
The regulatory outlook for operational wind farms in the UK remains stable owing to the UK Government's policy of "grandfathering" for operational projects. The Group invests in operational wind farms, backed by known and fixed support mechanisms. In contrast to operational wind farms, regulatory risk is the key risk faced by renewable developers.
There is currently over 9GW of operational onshore wind capacity plus over 5GW offshore. Installed capacity is set to grow over the next few years to over 12GW onshore plus over 12GW offshore, despite recent policy changes for new projects, as assets in construction come into operation. In monetary terms, the secondary market for operational UK wind farms is approximately £33 billion, increasing to £60 billion in the medium term. The Group currently has a market share of approximately 3 per cent..
The Company does not expect any material change to its business as a result of the UK exiting the European Union ("Brexit"). Being solely UK focused and deliberately low-risk, all of the Group's assets and liabilities are inside the UK and sterling denominated. In addition, the regulatory regime under which the assets operate is robust, longstanding and rooted in UK legislation.
As an owner of operational wind farms, the key risk faced by the Group is power price. In general, independent forecasters expect UK wholesale power prices to rise in real terms from current levels, driven by higher gas and carbon prices combined with the ongoing phasing out of coal-fired power stations. The long term power price forecast is updated each quarter and reflected in the reported NAV. The power price forecast incorporated in the current NAV is considerably lower than the forecast applicable at listing (March 2013), with consequently reduced downside exposure.
In addition, the power price forecast incorporated in the current NAV was produced immediately pre Brexit. UK power prices are set by the marginal generator (typically gas-fired). Owing to post Brexit sterling devaluation, it is reasonable to assume that the price of gas will increase in sterling terms. Everything else being equal, this should feed into higher power prices and this is already being seen in the forward market.
As a further consequence of Brexit, both as a result of foreign exchange movements and the potential for further quantitative easing, the market is pricing higher inflation expectations. Increased RPI would be beneficial for the Group, primarily as a result of RPI-linked ROC revenue. We have modelled an increased long term RPI assumption of 2.75 per cent. reflecting market expectations.
In general, the outlook for the Group is very encouraging, with proven operational and financial performance from the existing portfolio combined with a healthy pipeline of attractive further investment opportunities.
Statement of Directors' Responsibilities
The Directors acknowledge responsibility for the interim results and approve this half-yearly report. The Directors confirm that to the best of their knowledge:
a) 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 and the profit of the Group as required by DTR 4.2.4R;
b) the interim management report, included within the Chairman's Statement and Investment Manager's Report, includes a fair review of the information required by DTR 4.2.7R, being the significant events of the first half of the year and the principal risks and uncertainties for the remaining six months of the year; and
c) 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.
Tim Ingram
Chairman
27 July 2016
Condensed Consolidated Statement of Comprehensive Income (unaudited)
For the six months ended 30 June 2016
|
Note |
For the six months ended 30 June 2016 |
For the six months ended 30 June 2015 |
|
|
£'000 |
£'000 |
|
|
|
|
Return on investments |
3 |
26,838 |
20,273 |
Other income |
|
224 |
218 |
Total income and gains |
|
27,062 |
20,491 |
|
|
|
|
Operating expenses |
4 |
(3,959) |
(3,694) |
Investment acquisition costs |
|
(2,562) |
- |
Operating profit |
|
20,541 |
16,797 |
|
|
|
|
Finance expense |
12 |
(3,903) |
(2,441) |
|
|
|
|
Profit for the period before tax |
|
16,638 |
14,356 |
|
|
|
|
Tax credit |
5 |
344 |
955 |
|
|
|
|
Profit for the period after tax |
|
16,982 |
15,311 |
|
|
|
|
Profit and total comprehensive income attributable to: |
|
|
|
Equity holders of the Company |
|
16,982 |
15,311 |
|
|
|
|
Earnings per share |
|
|
|
Basic and diluted profit from continuing operations in the period (pence) |
6 |
3.20 |
3.32 |
All results are derived from continuing operations.
The accompanying notes form an integral part of the financial statements.
Condensed Consolidated Statement of Financial Position (unaudited)
As at 30 June 2016
|
Note |
30 June 2016 |
31 December 2015 |
|
|
£'000 |
£'000 |
|
|
|
|
Non current assets |
|
|
|
Investments at fair value through profit or loss |
8 |
871,549 |
657,591 |
|
|
871,549 |
657,591 |
Current assets |
|
|
|
Receivables |
10 |
749 |
3,619 |
Cash and cash equivalents |
|
8,143 |
7,231 |
|
|
8,892 |
10,850 |
Current liabilities |
|
|
|
Payables |
11 |
(6,047) |
(3,675) |
Net current assets |
|
2,845 |
7,175 |
|
|
|
|
Non current liabilities |
|
|
|
Loans and borrowings |
12 |
(245,000) |
(135,000) |
|
|
|
|
Net assets |
|
629,394 |
529,766 |
|
|
|
|
Capital and reserves |
|
|
|
Called up share capital |
14 |
6,025 |
5,068 |
Share premium account |
14 |
350,971 |
253,310 |
Other distributable reserves |
|
176,124 |
192,096 |
Retained earnings |
|
96,274 |
79,292 |
Total shareholders' funds |
|
629,394 |
529,766 |
|
|
|
|
Net assets per share (pence) |
15 |
104.5 |
104.5 |
Authorised for issue by the Board on 27 July 2016 and signed on its behalf by:
Tim Ingram Shonaid Jemmett-Page
Chairman Director
The accompanying notes form an integral part of the financial statements.
Condensed Consolidated Statement of Changes in Equity (unaudited)
For the six months ended 30 June 2016
For the six months ended 30 June 2016 |
Note |
Share capital |
Share premium |
Other distributable reserves |
Retained earnings |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
Opening net assets attributable to shareholders (1 January 2016) |
|
5,068 |
253,310 |
192,096 |
79,292 |
529,766 |
Issue of share capital |
14 |
957 |
99,563 |
- |
- |
100,520 |
Share issue costs |
14 |
- |
(1,902) |
- |
- |
(1,902) |
Profit and total comprehensive income for the period |
|
- |
- |
- |
16,982 |
16,982 |
Interim dividends paid in the period |
7 |
- |
- |
(15,972) |
- |
(15,972) |
|
|
|
|
|
|
|
Closing net assets attributable to shareholders |
|
6,025 |
350,971 |
176,124 |
96,274 |
629,394 |
The total reserves distributable by way of a dividend as at 30 June 2016 were £263,098,988.
For the six months ended 30 June 2015 |
|
Share capital |
Share premium |
Other distributable reserves |
Retained earnings |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
Opening net assets attributable to shareholders (1 January 2015) |
|
4,607 |
205,023 |
227,973 |
48,643 |
486,246 |
Issue of share capital |
|
7 |
704 |
- |
- |
711 |
Profit and total comprehensive income for the period |
|
- |
- |
- |
15,311 |
15,311 |
Interim dividends paid in the period |
|
- |
- |
(21,425) |
- |
(21,425) |
|
|
|
|
|
|
|
Closing net assets attributable to shareholders |
|
4,614 |
205,727 |
206,548 |
63,954 |
480,843 |
The total reserves distributable by way of a dividend as at 30 June 2015 were £248,636,668.
The accompanying notes form an integral part of the financial statements.
Condensed Consolidated Statement of Cash Flows (unaudited)
For the six months ended 30 June 2016
|
Note |
For the six months ended 30 June 2016 |
For the six months ended 30 June 2015 |
|
|
£'000 |
£'000 |
|
|
|
|
Net cash flows from operating activities |
16 |
31,407 |
24,144 |
|
|
|
|
Cash flows from investing activities |
|
|
|
Acquisition of investments |
|
(219,373) |
- |
Cash received for adjustment to purchase price of investments |
|
3,200 |
- |
Investment acquisition costs |
|
(2,520) |
- |
Net cash flows from investing activities |
|
(218,693) |
- |
|
|
|
|
Cash flows from financing activities |
|
|
|
Issue of share capital |
14 |
100,000 |
- |
Payment of issue costs |
|
(1,736) |
(305) |
Amounts drawn down on loan facilities |
12 |
210,000 |
105,000 |
Amounts repaid on loan facilities |
12 |
(100,000) |
(105,000) |
Finance expense |
|
(4,094) |
(2,823) |
Dividends paid |
7 |
(15,972) |
(21,425) |
Net cash flows from financing activities |
|
188,198 |
(24,553) |
|
|
|
|
Net increase/(decrease) in cash and cash equivalents during the period |
|
912 |
(409) |
|
|
|
|
Cash and cash equivalents at the beginning of the period |
|
7,231 |
8,320 |
|
|
|
|
Cash and cash equivalents at the end of the period |
|
8,143 |
7,911 |
The accompanying notes form an integral part of the financial statements.
Notes to the Unaudited Condensed Consolidated Financial Statements
For the six months ended 30 June 2016
1. Significant accounting policies
Basis of accounting
The condensed consolidated financial statements included in this half-yearly report have been prepared in accordance with IAS 34 "Interim Financial Reporting". The same accounting policies, presentation and methods of computation are followed in these condensed consolidated financial statements as were applied in the preparation of the Group's consolidated annual financial statements for the year ended 31 December 2015 and is expected to continue to apply in the Group's consolidated financial statements for the year ended 31 December 2016.
The Group's consolidated annual financial statements were prepared on the historic cost basis, as modified for the measurement of certain financial instruments at fair value through profit or loss, and in accordance with IFRS to the extent that they have been adopted by the EU and with those parts of the Companies Act 2006 applicable to companies under IFRS.
These condensed financial statements do not include all information and disclosures required in the annual financial statements and should be read in conjunction with the Group's consolidated annual financial statements as of 31 December 2015. The audited annual accounts for the year ended 31 December 2015 have been delivered to the Registrar of Companies. The audit report thereon was unmodified.
Review
This half-yearly report has not been audited or reviewed by the Company's Auditor in accordance with the International Standards on Auditing (ISAs) (UK and Ireland) or International Standard on Review Engagements (ISREs).
Going concern
After making enquiries, the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis of accounting in preparing the interim financial statements.
Segmental reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors, as a whole. The key measure of performance used by the Board to assess the Group's performance and to allocate resources is the total return on the Group's net assets, as calculated under IFRS, and therefore no reconciliation is required between the measure of profit or loss used by the Board and that contained in the financial statements. For management purposes, the Group is organised into one main operating segment, which invests in wind farm assets. All of the Group's income is generated within the UK. All of the Group's non-current assets are located in the UK.
Seasonal and cyclical variations
The Group's results do not vary significantly during reporting periods as a result of seasonal activity.
2. Investment management fees
Under the terms of the Investment Management Agreement, the Investment Manager is entitled to a combination of a Cash Fee and an Equity Element from the Company.
The Cash Fee and Equity Element are calculated quarterly in advance, as disclosed on page 51 of the Company's Annual Report for the year ended 31 December 2015.
Investment management fees paid or accrued in the period were as follows:
For the six months ended 30 June 2016 |
Cash Fee |
Value of Equity Element |
Total amounts paid to the Investment Manager |
|
£'000 |
£'000 |
£'000 |
|
|
|
|
Quarter to March 2016 |
1,317 |
257 |
1,574 |
Quarter to June 2016 |
1,305 |
256 |
1,561 |
Total |
2,622 |
513 |
3,135 |
As at 30 June 2016, total amounts payable to the Investment Manager were £nil (31 December 2015: £1,242,704). Total amounts paid to the Investment Manager for the six months ended 30 June 2015 were £2,898,791.
3. Return on investments
|
For the six months ended 30 June 2016 |
For the six months ended 30 June 2015 |
|
£'000 |
£'000 |
|
|
|
Dividends received (note 17) |
32,723 |
24,349 |
Shareholder loan interest received (note 9) |
1,874 |
- |
Gain on adjustment to purchase price of investment (note 8) |
1,200 |
- |
Unrealised movement in fair value of investments (note 8) |
(8,959) |
(4,076) |
|
26,838 |
20,273 |
4. Operating expenses
|
For the six months ended 30 June 2016 |
For the six months ended 30 June 2015 |
|
£'000 |
£'000 |
|
|
|
Management fees (note 2) |
3,135 |
1,958 |
PPS |
- |
941 |
Group and SPV administration fees |
243 |
213 |
Non-executive Directors' fees |
113 |
94 |
Other expenses |
434 |
452 |
Fees to the Company's Auditor: |
|
|
for audit of the statutory financial statements |
30 |
32 |
for other audit related services |
4 |
4 |
|
3,959 |
3,694 |
The fees to the Company's auditor includes £3,600 (2015: £3,600) payable in relation to a limited review of the half-yearly report and estimated accruals proportioned across the year for the audit of the statutory financial statements.
During the period, BDO was paid £95,000 in relation to a capital raise of the Company which was included in share issue costs.
5. Taxation
Taxable income during the period was offset by management expenses and the tax charge for the period ended 30 June 2016 is £nil (30 June 2015: £nil). The Group has tax losses carried forward available to offset against current and future profits as at 30 June 2016 of £7,636,756 (30 June 2015: £4,971,439).
During the period, £344,000 was received from Little Cheyne Court as compensation for corporation tax losses surrendered via consortium relief in relation to the year ended 31 December 2015.
6. Earnings per share
|
For the six months ended 30 June 2016 |
For the six months ended 30 June 2015 |
|
|
|
Profit attributable to equity holders of the Company - £'000 |
16,982 |
15,311 |
Weighted average number of ordinary shares in issue |
529,969,070 |
461,144,695 |
Basic and diluted profit from continuing operations in the period - pence |
3.20 |
3.32 |
Dilution of the earnings per share as a result of the Equity Element of the investment management fee as disclosed in note 2 does not have a significant impact on the basic earnings per share.
7. Dividends declared in relation to the period
Interim dividends paid during the period ended 30 June 2016 |
Dividend per share |
Total dividend |
|
pence |
£'000 |
In relation to the quarter ended 31 December 2015 |
1.565 |
7,931 |
In relation to the quarter ended 31 March 2016 |
1.585 |
8,041 |
|
3.150 |
15,972 |
Interim dividends declared after 30 June 2016 and not accrued in the period |
Dividend per share |
Total dividend |
|
pence |
£'000 |
In relation to the quarter ended 30 June 2016 |
1.585 |
9,554 |
|
1.585 |
9,554 |
As disclosed in note 18, on 25 July 2016, the Board approved a dividend of 1.585 pence per share in relation to the quarter ended 30 June 2016, bringing the total dividends declared in respect of the period to 3.17 pence per share. The record date for the dividend is 5 August 2016 and the payment date is 26 August 2016.
8. Investments at fair value through profit or loss
For the period ended 30 June 2016 |
Loans |
Equity interest |
Total |
|
£'000 |
£'000 |
£'000 |
|
|
|
|
Opening balance |
- |
657,591 |
657,591 |
Additions |
113,380 |
109,537 |
222,917 |
Adjustment to purchase price of investment (note 13) |
- |
(1,200) |
(1,200) |
Gain on adjustment to purchase price of investment (note 3) |
- |
1,200 |
1,200 |
Unrealised movement in fair value of investments (note 3) |
18 |
(8,977) |
(8,959) |
|
113,398 |
758,151 |
871,549 |
For the period ended 30 June 2015 |
Loans |
Equity interest |
Total |
|
£'000 |
£'000 |
£'000 |
|
|
|
|
Opening balance |
- |
583,189 |
583,189 |
Unrealised movement in fair value of investments (note 3) |
- |
(4,076) |
(4,076) |
|
- |
579,113 |
579,113 |
The unrealised movement in fair value of investments of the Group during the period was made up as follows:
|
For the six months ended 30 June 2016 |
For the six months ended 30 June 2015 |
|
£'000 |
£'000 |
|
|
|
Decrease in DCF valuation of investments |
(14,551) |
(11,168) |
Movement in cash balances of SPVs |
3,030 |
7,092 |
Acquisition costs |
2,562 |
- |
|
(8,959) |
(4,076) |
During the period, the Group acquired a 28.2 per cent. interest in Clyde.
The Clyde Extension is being developed by SSE within the same SPV (Clyde) as the operating wind farm. SSE has agreed to take construction risk and certain arrangements have been agreed to effect this which will remain in place until the commissioning date of the Clyde Extension. SSE has agreed to meet all construction costs relating to the Clyde Extension, and has provided an indemnity to Holdco and GLIL in respect of any claims against Clyde in connection with construction of the Clyde Extension.
Following the commissioning date Holdco and GLIL's 49.9 per cent. stake in Clyde will dilute to reflect the increase in value of Clyde as a result of the commencement of operation of the Clyde Extension. It is intended that the economic value of Holdco and GLIL's current stake will remain unchanged as a result of the dilution, and will reduce to a minimum of 30 per cent. in Clyde to reflect the increase in value of Clyde. Reserved matters, board representation rights and other minority protections will remain unchanged notwithstanding Holdco and GLIL's reduced shareholding. Holdco and GLIL have a right of first offer should SSE decide to reduce its shareholding, including upon the commissioning of the Clyde Extension.
Fair value measurements
As disclosed on page 55 of the Company's Annual Report for the year ended 31 December 2015, 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 Group's investments is ultimately determined by the underlying fair values of the SPV 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 six months ended 30 June 2016.
Sensitivity analysis
The fair value of the Group's investments is £871,549,388 (31 December 2015: £657,590,555). The analysis below is provided in order to illustrate the sensitivity of the fair value of investments to an individual input, while all other variables remain constant. The Board considers these changes in inputs to be within reasonable expected ranges. This is not intended to imply the likelihood of change or that possible changes in value would be restricted to this range.
Input |
Base case |
Change in input |
Change in fair value of investments |
Change in NAV per share |
|
|
|
£'000 |
pence |
|
|
|
|
|
Discount rate |
8 - 9 per cent. |
+ 0.5 per cent. |
(29,378) |
(4.9) |
|
|
- 0.5 per cent. |
31,123 |
5.2 |
|
|
|
|
|
Energy yield |
P50 |
10 year P90 |
(56,087) |
(9.3) |
|
|
10 year P10 |
56,065 |
9.3 |
|
|
|
|
|
Power price |
Forecast by leading consultant |
- 10 per cent. |
(51,301) |
(8.5) |
|
+ 10 per cent. |
51,507 |
8.5 |
|
|
|
|
|
Inflation rate |
2.75 per cent. |
- 0.5 per cent. |
(30,612) |
(5.1) |
|
|
+ 0.5 per cent. |
32,227 |
5.3 |
The sensitivities above are assumed to be independent of each other. Combined sensitivities are not presented.
9. Unconsolidated subsidiaries, associates and joint ventures
The following table shows subsidiaries of the Group. As the Company is regarded as an Investment Entity under IFRS, these subsidiaries have not been consolidated in the preparation of the financial statements:
Investment |
Place of Business |
Ownership Interest as at 30 June 2016 |
|
|
Bin Mountain |
Northern Ireland |
100% |
|
Carcant |
Scotland |
100% |
|
Cotton Farm |
England |
100% |
|
Earl's Hall Farm |
England |
100% |
|
Kildrummy |
Scotland |
100% |
|
Maerdy |
Wales |
100% |
|
Screggagh |
Northern Ireland |
100% |
|
Stroupster |
Scotland |
100% |
|
Tappaghan |
Northern Ireland |
100% |
|
Drone Hill |
Scotland |
51.6% |
|
North Rhins |
Scotland |
51.6% |
|
Sixpenny Wood |
England |
51.6% |
|
Yelvertoft |
England |
51.6% |
|
SYND Holdco* |
UK |
51.6% |
|
* The Group's investments in Drone Hill, North Rhins, Sixpenny Wood and Yelvertoft are held through SYND Holdco.
The following table shows associates and joint ventures of the Group which have been recognised at fair value as permitted by IAS 28 "Investments in Associates and Joint Ventures":
Wind Farm |
Place of Business |
Ownership Interest as at 30 June 2016 |
|
|
Braes of Doune |
Scotland |
50% |
|
ML Wind* |
England |
49% |
|
Little Cheyne Court |
England |
41% |
|
Clyde |
Scotland |
28.2% |
|
Rhyl Flats |
Wales |
24.95% |
|
* The Group's investments in Middlemoor and Lindhurst are 49 per cent. (31 December 2015: 49 per cent.) and their place of business is England. These are held through ML Wind.
As disclosed in note 17, on 18 March 2016, Holdco advanced a loan to Clyde of £113,380,464 to replace loans from former shareholders. The loan accrues interest at a rate of 5.8 per cent. per annum.
Wind farm |
Loan provided in the period |
Loan interest received in the period |
|
£'000 |
£'000 |
|
|
|
Clyde |
113,380 |
1,874 |
|
113,380 |
1,874 |
Security deposits and guarantees provided during the period by the Group on behalf of its investments are as follows:
Provider of security |
Investment |
Beneficiary |
Nature |
Purpose |
Amount |
|
|
|
|
|
|
|
£'000 |
|
The Company |
Braes of Doune |
Land owner |
Guarantee |
Decommissioning |
2,000 |
|
The Company |
Stroupster |
RBS |
Counter-indemnity |
Decommissioning |
366 |
|
Holdco |
Clyde |
SSE |
Counter-indemnity |
Grid connection, radar, decommissioning |
21,771 |
|
|
|
|
|
|
24,137 |
|
The fair value of financial guarantees and counter-indemnities provided by the Group are considered to be £nil.
There were no other changes to security deposits and guarantees as disclosed on page 58 of the Company's Annual Report for the year ended 31 December 2015.
10. Receivables
|
30 June 2016 |
31 December 2015 |
|
£'000 |
£'000 |
|
|
|
Prepayments |
68 |
79 |
Other receivables |
681 |
323 |
Amounts due in relation to wind energy true-up (note 13) |
- |
2,000 |
Amounts due as consideration for investee company tax losses |
- |
1,217 |
|
749 |
3,619 |
11. Payables
|
30 June 2016 |
31 December 2015 |
|
£'000 |
£'000 |
|
|
|
Deferred payment (note 18) |
3,544 |
- |
Loan interest payable |
765 |
574 |
Commitment fee payable |
84 |
216 |
Amounts due as consideration for investee company tax losses (note 17) |
356 |
356 |
Share issue costs payable |
244 |
85 |
Acquisition costs payable |
168 |
126 |
Finance costs payable |
54 |
304 |
Other payables |
832 |
771 |
Investment management fee payable |
- |
1,243 |
|
6,047 |
3,675 |
12. Loans and borrowings
|
30 June 2016 |
31 December 2015 |
|
£'000 |
£'000 |
|
|
|
Opening balance |
135,000 |
105,000 |
Acquisition loan facility |
|
|
Repayments |
- |
(105,000) |
Revolving credit facility |
|
|
Drawdowns |
185,000 |
190,000 |
Repayments |
(100,000) |
(130,000) |
Term debt facility |
|
|
Drawdowns |
25,000 |
75,000 |
Closing balance |
245,000 |
135,000 |
|
For the six months ended 30 June 2016 |
For the six months ended 30 June 2015 |
|
£'000 |
£'000 |
|
|
|
Loan interest |
3,209 |
1,424 |
Commitment fees |
327 |
150 |
Facility arrangement fees |
275 |
675 |
Other facility fees |
70 |
60 |
Professional fees |
22 |
132 |
Finance expense |
3,903 |
2,441 |
The loan balances as at 30 June 2016 have not been revalued to reflect amortised cost, as the amounts are not materially different from the outstanding balances.
There are no changes to the terms of the revolving credit facility as disclosed on page 60 of the Company's Annual Report for the year ended 31 December 2015.
As at 30 June 2016, accrued interest on the revolving credit facility was £183,883 (31 December 2015: £109,172) and the outstanding commitment fee was £83,616 (31 December 2015: £215,562).
On 11 March 2016, the Company extended the amounts drawn under the seven year term facility with CBA to £100,000,000 together with associated interest rate swap. The terms for the initial facility of £75,000,000 remain unchanged from those disclosed on page 60 of the Company's Annual Report for the year ended 31 December 2015. The margin for the extended amount of £25,000,000 is 1.65 per cent. and the swap rate is 1.23 per cent. per annum.
The swap is an embedded derivative closely related to the host contract. Accordingly it has been treated as a single fixed rate loan agreement which effectively sets interest payable at fixed rates of 3.59 per cent. for the initial amount drawn down of £75,000,000 and 2.88 per cent for the extended amount of £25,000,000 drawn down in the period.
As at 30 June 2016, accrued interest on the term debt facility and associated swap was £581,474 (31 December 2015: £464,862).
13. Contingencies
On 24 March 2016 the Group agreed an amount of £1.2 million to be paid from BayWa in settlement of the Kildrummy wind energy true-up. This amount was received by the Group on 7 April 2016. The Kildrummy load factor assumption has been reduced accordingly.
During the period, the Group received £2.0 million from Velocita in settlement of the Maerdy wind energy true-up that was agreed in December 2015.
Wind energy true-ups for Cotton Farm and Earl's Hall Farm were also agreed in the period which resulted in no net payment.
The following three wind energy true-ups remain outstanding and the maximum adjustment to purchase price under each are as follows: Middlemoor £7.0 million; Stroupster £6.1 million; and Clyde Extension £4.7 million.
14. Share capital - ordinary shares of £0.01
Date |
Issued and fully paid |
Number of shares issued |
Share capital |
Share premium |
Total |
|
|
|
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
1 January 2016 |
|
506,787,431 |
5,068 |
253,310 |
258,378 |
Shares issued to the Investment Manager |
|
|
|
|
4 May 2016 |
True-up of 2015 Equity Element |
7,686 |
- |
6 |
6 |
4 May 2016 |
Q1 2016 Equity Element |
246,275 |
2.5 |
255 |
257.5 |
4 May 2016 |
Q2 2016 Equity Element |
247,475 |
2.5 |
254 |
256.5 |
|
|
|
|
|
|
|
|
501,436 |
5 |
515 |
520 |
|
|
|
|
|
|
Other shares issued |
|
|
|
|
17 May 2016 |
Capital raise |
95,238,101 |
952 |
99,048 |
100,000 |
17 May 2016 |
Less share issue costs |
- |
- |
(1,902) |
(1,902) |
30 June 2016 |
|
602,526,968 |
6,025 |
350,971 |
356,996 |
15. Net assets per share
|
30 June 2016 |
31 December 2015 |
|
|
|
Net assets - £'000 |
629,394 |
529,766 |
Number of ordinary shares issued |
602,526,968 |
506,787,431 |
Total net assets - pence |
104.5 |
104.5 |
16. Reconciliation of operating profit for the period to net cash from operating activities
|
For the six months ended 30 June 2016 |
For the six months ended 30 June 2015 |
|
£'000 |
£'000 |
Operating profit for the period |
20,541 |
17,752 |
Adjustments for non cash movements: |
|
|
Movement in fair value of investments (note 8) |
8,959 |
4,076 |
Adjustment to purchase price of investment (note 13) |
(1,200) |
- |
Investment acquisition costs |
2,562 |
- |
(Increase)/decrease in receivables |
(347) |
1,156 |
(Decrease)/increase in payables |
(1,189) |
449 |
Equity Element of Investment Manager's fee (note 14) |
520 |
711 |
Consideration for investee company tax losses |
1,561 |
- |
Net cash flows from operating activities |
31,407 |
24,144 |
17. Related party transactions
On 18 March 2016, the Company drew down £165,000,000 from its revolving credit facility and £25,000,000 from the extended CBA facility and increased its loan to Holdco by £190,000,000 relating to the acquisition of Clyde. On 29 June 2016, the Company drew down £20,000,000 from its revolving credit facility and increased its loan to Holdco by £20,000,000 relating to the acquisition of Screggagh. During the period, Holdco repaid £24,690,736 of the loan and the amount outstanding at the period end was £268,822,374 (31 December 2015: £83,513,110).
As disclosed in note 9, on 18 March 2016 Holdco advanced a loan to Clyde of £113,380,464 to replace loans from former shareholders. The loan accrues interest at a rate of 5.8 per cent. per annum. Amounts received in the period from Clyde in relation to this shareholder loan were £1,873,729.
During the period £602,937 (30 June 2015: £nil) was received from Little Cheyne Court and £958,392 (30 June 2015: £955,202) was received from Braes of Doune, as compensation for corporation tax losses surrendered via consortium relief through the Group.
As at 30 June 2016, an amount of £356,369 (31 December 2015: £356,369) was due to Rhyl Flats in relation to corporation tax losses received via consortium relief by the Group.
The below table shows dividends received in the period from the Group's investments.
|
For the six months ended 30 June 2016 |
For the six months ended 30 June 2015 |
|
£'000 |
£'000 |
|
|
|
SYND Holdco |
4,132 |
4,053 |
Stroupster |
3,947 |
- |
Maerdy |
3,093 |
1,935 |
Kildrummy |
2,863 |
2,310 |
Rhyl Flats |
2,779 |
3,144 |
Cotton Farm |
2,682 |
1,628 |
Tappaghan |
2,576 |
1,554 |
ML Wind |
2,538 |
3,125 |
Braes of Doune |
2,465 |
2,385 |
Earl's Hall Farm |
1,978 |
1,040 |
Little Cheyne Court |
1,952 |
1,968 |
Bin Mountain |
1,008 |
680 |
Carcant |
710 |
527 |
|
32,723 |
24,349 |
18. Subsequent events
On 25 July 2016 the Board approved a dividend of £9,554,337, equivalent to 1.585 pence per share. The record date for the dividend is 5 August 2016 and the payment date is 26 August 2016.
Group payables as at 30 June 2016 include £3,544,073 deferred consideration payable to the sellers of Screggagh. £544,073 comprises certain non-ordinary course of business receivables of Screggagh, which will be passed to the sellers on receipt. On 27 July 2016, Holdco made a payment of £2,870,000 to the sellers, representing deferred consideration of £3,000,000 less agreed adjustments of £130,000. The figure reflected in Group payables as at 30 June 2016 is the unadjusted amount of £3,000,000.
Defined Terms
BayWa means BayWa r.e. Operation Services GmbH and/or any other subsidiary of BayWa AG as the context requires
BDO LLP means the Company's Auditor as at the reporting date
Bin Mountain means Bin Mountain Wind Farm (NI) Limited
Board means the Directors of the Company
Braes of Doune means Braes of Doune Wind Farm (Scotland) Limited
Carcant means Carcant Wind Farm (Scotland) Limited
Cash Fee means the cash fee that the Investment Manager is entitled to under the Investment Management Agreement
CBA means Commonwealth Bank of Australia
Clyde means Clyde Wind Farm (Scotland) Limited
Clyde Extension means the Clyde extension wind farm currently being developed by SSE adjacent to the operational Clyde wind farm
Company means Greencoat UK Wind PLC
Cotton Farm means Cotton Farm Wind Farm Limited
DCF means Discounted Cash Flow
Drone Hill means Drone Hill Wind Farm Limited
Earl's Hall Farm means Earl's Hall Farm Wind Farm Limited
Equity Element means the ordinary shares issued to the Investment Manager under the Investment Management Agreement
EU means the European Union
GAV means Gross Asset Value as defined in the prospectus
GLIL means GLIL Corporate Holdings Limited which is an investment vehicle of GMPF and LPFA Infrastructure LLP, and owns 21.7 per cent of Clyde
GMPF means Greater Manchester Pension Fund
Group means Greencoat UK Wind PLC and Greencoat UK Wind Holdco
Holdco means Greencoat UK Wind Holdco Limited
IAS means International Accounting Standard
IFRS means International Financial Reporting Standards
Investment Manager means Greencoat Capital LLP
Kildrummy means Kildrummy Wind Farm Limited
Lindhurst means Lindhurst Wind Farm
Little Cheyne Court means Little Cheyne Court Wind Farm Limited
LPFA means London Pensions Fund Authority
Maerdy means Maerdy Wind Farm Limited
Middlemoor means Middlemoor Wind Farm
ML Wind means ML Wind LLP
NAV means Net Asset Value as defined in the prospectus
NAV per Share means the Net Asset Value per Ordinary Share
North Rhins means North Rhins Wind Farm Limited
PPA means Power Purchase Agreement entered into by the Group's wind farms
PPS means share of profit as governed by the Investment Management Agreement prior to 31 March 2015
RBC means the Royal Bank of Canada
RBS means the Royal Bank of Scotland PLC
Review Section means the front end review section of this report (including but not limited to the Chairman's Statement and the Investment Manager's Report)
Rhyl Flats means Rhyl Flats Wind Farm Limited
ROC means Renewables Obligation Certificate
RPI means the Retail Price Index
Santander means Santander Global Banking and Markets
Screggagh means Screggagh Wind Farm Limited
Sixpenny Wood means Sixpenny Wood Wind Farm Limited
SPVs means the Special Purpose Vehicles which hold the Group's investment portfolio of underlying operating wind farms
Stroupster means Stroupster Caithness Wind Farm (Scotland) Limited
SYND Holdco means SYND Holdco Limited
Tappaghan means Tappaghan Wind Farm (NI) Limited
TSR means Total Shareholder Return
UK means the United Kingdom of Great Britain and Northern Ireland
Yelvertoft means Yelvertoft Wind Farm Limited
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-yearly report has been prepared for the Company as a whole and therefore gives greater emphasis to those matters which are significant in respect of Greencoat UK Wind PLC and its subsidiary undertakings when viewed as a whole.
Disclaimer
This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, South Africa or Japan. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not contain or constitute an offer for sale of, or the solicitation of an offer or an invitation to buy or subscribe for, Ordinary Shares to any person in the United States, Australia, Canada, South Africa or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.
The Company will not be registered under the US Investment Company Act of 1940, as amended. In addition, the Ordinary Shares referred to herein have not been and will not be registered under the US Securities Act of 1933 (the "Securities Act") or under the securities laws of any state of the United States and may not be offered or sold in the United States or to or for the account or benefit of US persons absent registration or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable State securities laws. The offer and sale of Ordinary Shares referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of any state, province or territory of Australia, Canada, South Africa or Japan. Subject to certain exceptions, the Ordinary Shares referred to herein may not be offered or sold in Australia, Canada, South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, South Africa or Japan. There will be no public offer of the Ordinary Shares in the United States, Australia, Canada, South Africa or Japan.
