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NextEnergy SolFnd Ld (NESF)

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Thursday 26 November, 2015

NextEnergy SolFnd Ld

Half Yearly Report

RNS Number : 9928G
NextEnergy Solar Fund Limited
26 November 2015
 

26 November 2015

 

NextEnergy Solar Fund Limited

 

HALF YEAR RESULTS

 

A period of strong progress

 

NextEnergy Solar Fund ("NESF" or the "Company"), a specialist investment company that invests in operational solar power plants in the UK, announces its half year results for the six months to 30 September 2015.

 

Highlights for the period

 

•     Energy generated from the portfolio amounted to 147.5GWh - 5.7% higher than budgeted

•     Successful completion of further capital raising for total proceeds of £38.8m

•     Net Assets grew from £248.4m to £289.0m. NAV per share increased from 103.3p on 31 March 2015 to 104.0p1

•     Reported profit for the period to 30 September 2015 was £8.6m and earnings per share were 3.56p

•     First interim dividend of 3.125p per share for the period due to be paid in December 2015

•     Total shareholder return of 6.3%, NAV total return of 6.4%

•     Revolving Credit Facility of £31.5m and additional short-term financings of £22.7m fully drawn

 

Post period end

 

 

Financial highlights

As at 30 September 2015

 

Total capital raised                       £285.4m

NAV                                            £289.0m

NAV per share                            104.0p

Share price at 30 Sept 2015      103.8p

Number of shares                       278.0m

Market capitalization                   £288.4m

Total shareholder return             6.3%

(Based on dividends paid and share price)

 

Kevin Lyon, Chairman of NESF, commented:

"NESF has made significant financial and operational progress during the first half of the year.

 

In line with our principal objectives, we have raised and deployed further equity capital and debt to grow our investment portfolio, delivered portfolio outperformance, grown our net asset value, and are due to pay our first interim dividend for the year of 3.125p per share.

 

Our strong pipeline of short-term acquisition targets, which we will finance via further equity issuance and increased debt facilities, gives us a strong platform for incremental growth.  We remain on track to deliver our dividend target of 6.25p per share for the full year."

 

Dividend declaration

A first interim dividend of 3.125p per Ordinary Share declared on 26 November 2015, totaling £8.7m for payment on 18 December 2015 to all shareholders on the register on 3 December 2015.

 

Timetable

Ex-dividend date:                      3 December 2015

Record date:                             4 December 2015

Payment date:                          18 December 2015

 

Half-Year Report

A copy of the half-year report has been submitted to the National Storage Mechanism and will shortly be available at www.morningstar.co.uk/uk/NSM. The half-year report will also be available on the Company's website at www.nextenergysolarfund.com where further information on the Company can also be found.

There will be a conference call at 8.30am this morning for analysts. To register for the call please contact [email protected]

 

For further information:

NextEnergy Capital Limited

020 3239 9054

Michael Bonte-Friedheim

 

Aldo Beolchini

 

 

 

Cantor Fitzgerald Europe

020 7894 7667

Sue Inglis

 

 

 

Shore Capital

020 7408 4090

Bidhi Bhoma

 

Anita Ghanekar

 

 

 

Macquarie Capital (Europe) Limited

020 3037 2000

Ken Fleming

 

Nick Stamp

 

 

 

MHP Communications

020 3128 8100

Andrew Leach / Jamie Ricketts / Gina Bell

 

 

 

 

 

Notes to Editors:

NextEnergy Solar Fund (NESF)

NESF is a specialist investment company that invests in operating solar power plants in the UK.  Its objective is to secure attractive shareholder returns through RPI-linked dividends and long-term capital growth.  The Company achieves this by acquiring solar power plants on agricultural, industrial and commercial sites.

NESF has raised equity proceeds of more than £285.4m since its initial public offering on the main market of the London Stock Exchange in April 2014.  Its credit facilities comprise the £100m RCF from Macquarie and a £22.7 million facility from NIBC.

NESF is differentiated by its access to NextEnergy Capital Group (NEC Group), its Investment Manager, which has a strong track record in sourcing, acquiring and managing operating solar assets.  WiseEnergy is NEC Group's specialist operating asset management division, providing solar asset management, monitoring and other services to over 1,200 utility-scale solar power plants with an installed capacity in excess of 1.5 GW.

Further information on NESF, NEC Group and WiseEnergy is available at www.nextenergysolarfund.com, www.nextenergycapital.com and www.wise-energy.eu.

NOTES

1.   Net of the negative impact of the removal of LECs further to the Summer Budget which represented a reduction in NAV of c.3.2p per share.

 

 

Corporate Summary

 

NextEnergy Solar Fund Limited is a closed-ended investment company limited by shares, registered and incorporated in Guernsey under the Companies (Guernsey) Law, 2008, as amended, on 20 December 2013, with registration number 57739.

The Company is a Registered Closed-ended Collective Investment Scheme regulated by the Guernsey Financial Services Commissions (the "GFSC") pursuant to the Protection of Investors (Bailiwick of Guernsey) Law 1987, as amended ("POI Law").

The Company's 277,957,105 shares in issue are admitted to the premium listing segment of the Official List of the UK Listing Authority ("UKLA") and are traded on the London Stock Exchange's main market for listed securities under the ticker "NESF".

The Company makes its investments through intermediate holding companies (the "UK HoldCos") and underlying Special Purpose Vehicles ("SPVs") which are ultimately wholly-owned by the Company. The UK HoldCos were registered and incorporated in England and Wales under the Companies Act, 2006, as amended:

•    NextEnergy Solar Holdings Limited, incorporated on 24 March 2014, with registration number 08956168

•    NextEnergy Solar Holdings II Limited, incorporated on 13 February 2015, with registration number 09438822

•    NextEnergy Solar Holdings III Limited, incorporated on 20 July 2015, with registration number 09693016

The Company controls the investment policy of each of the UK HoldCos and its wholly-owned SPVs to ensure that each will act in a manner consistent with the investment policy of the Company.

The Investment Manager is NextEnergy Capital IM Limited (the "Investment Manager"), a company incorporated in Guernsey with registered number 57740 licensed under the POI Law and regulated by the GFSC. The Investment Manager has appointed NextEnergy Capital Limited (the "Investment Adviser/NEC"), a company incorporated in England and Wales on 23 October 2006 with registered number 05975223, to provide investment advice, pursuant to an Investment Advisory Agreement.

 

 

 

Chairman's Statement

Introduction

I am pleased to present, on behalf of the Board, the interim report for NextEnergy Solar Fund Limited for the period ended 30 September 2015.

The Company acquires and owns operating solar power projects exclusively in the UK. Our investment strategy is driven by the belief that solar power projects have significantly less operating and financial risk than other renewable energy technologies, while regulatory risk in the UK continues to be lower relative to other geographical markets.

Capital Raising and Financing

The Company continued to raise new capital during the period. In late September, we raised an additional c.£38.8 million in new equity capital from existing and new shareholders. As a result, the Company has now raised new equity of c. £200 million (excluding its IPO of £85.6 million), more than trebling its shares in issue since its IPO in April 2014.

In addition, we have secured credit facilities of £54.2 million to allow the Company to rapidly close acquisitions from its portfolio of investment opportunities. After the end of the period, the Company entered into an agreement to extend its credit lines up to £122.7 million.

Portfolio Growth

The Company's portfolio of solar power plants grew during the period from 217MW at 31 March to 240MW at 30 September 2015, and subsequently expanded to 276MW. The Company focused on completing the acquisitions announced in the previous period, and at the end of the period fully owned 19 individual power plants compared to ten at 31 March; nearly a doubling in number of assets in the operating portfolio.

All the recently completed acquisitions were successfully integrated into the Company, with the transitions being planned and managed to avoid any noticeable impact on asset operation and performance. We are very pleased with our ability to manage such rapid growth in an efficient and effective manner.

Portfolio Operating Performance

During the period, the portfolio of operating solar power projects performed satisfactorily. Overall generation was c.6% above the expectations at time of acquisition of each asset and amounted to 147.5GWh. The electricity generated by our portfolio is equivalent to c.70,000 households' consumption of electricity per year, avoiding c.70,000 tonnes of carbon emissions.

We are particularly pleased with these operating results as they include the start-up and integration phase of a large number of acquisitions. We expect the outperformance to be sustainable over the long term and add significant value to the portfolio.

Financial Results and Net Asset Value

At the period end, the Company's NAV was £289.0 million, equivalent to 104.0p per share. This is an increase from the NAV at 31 March 2015 of £248.4 million, equivalent to 103.3p per share. The reported profit for the same period was £8.6m and the earnings per share was 3.56p.

Several factors impacted the Company's NAV over the period. The Company paid its second interim dividend of 2.625p per share on 30 July. The positive operating performance of the portfolio contributed to the increase in NAV per share. On the other hand, the Government's announcements in the Summer Budget 2015 (concerning LECs and corporate tax rates) during July resulted in an overall reduction of c.3.2p per share. We have also revised our power price forecasts downwards again to reflect current conditions and prospects in the UK energy market.

Dividends

The Company intends to pay an annual dividend for the current financial year of 6.25p per share. A first interim dividend of 3.125p per share is due to be paid in December 2015, with a second interim dividend of an equal amount expected to be paid in July 2016. Thereafter, the Company's yearly dividend is envisaged to increase annually in line with RPI.

The Company aims to provide investors with a sustainable and attractive dividend as well as reinvesting excess returns generated by its portfolio in order to sustain its capital base over time. The Company is well-positioned to deliver this dividend objective given the low operating and financing risks associated with solar power plants combined with NEC's investment and operating asset management expertise.

Outlook

The measures recently introduced by the Government to reduce or remove the public support for future renewable energy deployment in the UK have led to an increased uncertainty around the growth prospects of the UK solar PV market. However, the significant increase in installed solar capacity achieved to date and the incremental growth expected by the end of March 2016 represent a considerable growth opportunity for the Company.

The pipeline we are pursuing is in excess of c.250MWp for an estimated investment value of c. £200 million. We intend to finance this growth via further equity issuance and increased debt facilities. We expect to increasingly deploy debt capital to flexibly grow the portfolio and improve the portfolio's financial returns.

Equity issues will be undertaken at prices based on the latest published NAV (which may be updated to coincide with the equity issue) plus a premium to cover issue costs and take into account any estimated incremental changes to the NAV following the date at which the latest NAV was published.

In parallel, continued focus will be placed on the operational performance of the Company's existing assets and plants to be acquired. We aim to continue to achieve portfolio outperformance, differentiate ourselves from our peers and strive to be the investment of choice in the solar market for investors seeking attractive risk-weighted opportunities.

Kevin Lyon

Chairman of the Board of Directors

 

 

Investment Manager's Report

About NextEnergy Capital
NextEnergy Capital IM Limited (the Investment Manager) and NextEnergy Capital Limited (the Investment Adviser) are both members of the NextEnergy Capital Group. The NextEnergy Capital Group is a specialist investment and operating asset manager focused on the solar energy sector, with a 40-strong team of which 20 are focused on the UK solar market. Through its operating asset management division, WiseEnergy, the NextEnergy Capital Group manages and monitors over 1,200 solar power plants (comprising an installed capacity of approximately 1.5GWp and an estimated £3.0 billion asset value) for a client base which includes leading European banks and equity investors (including private equity funds, listed funds and institutional investors).
Investment Objective
The Company seeks to provide investors with a sustainable and attractive dividend that increases in line with RPI over the long term. In addition, the Company seeks to provide investors with an element of capital growth through the reinvestment of net cash generated in excess of the target dividend in accordance with the Company's investment policy.
Investment Policy
The Company intends to achieve its investment objective by investing exclusively in solar PV plants located in the UK.
The Company intends to continue to acquire solar PV plants that are primarily ground-based and utility-scale and which are on sites that may be agricultural, industrial or commercial. The Company may also acquire portfolios of residential or commercial building-integrated installations. The solar PV plants that will be targeted are anticipated to generate stable cash flows over their asset lifespan.
The Company will typically seek to acquire sole ownership of individual solar PV plants through SPVs, but may enter into joint ventures or acquire majority interests, subject, in each case, to the Company maintaining a controlling interest. Where an interest of less than 100% in a particular solar PV plant is acquired, the Company intends to secure controlling shareholder rights through shareholders' agreements or other legal arrangements. Investments by the Company in solar PV plants may be either by way of equity or a mix of equity and shareholder loans.
The Company has built up a diversified portfolio of solar PV plants and its investment policy contains restrictions to ensure risk diversification. No single investment (or, if an additional stake in an existing investment is acquired, the combined value of both the existing and the additional stake) by the Company in any one solar PV plant will constitute, at the time of investment, more than 30% of the Gross Asset Value. In addition, the four largest solar PV plants will constitute, again, at the time of investment, not more than 75% of the Gross Asset Value.
The Company will, primarily, continue to acquire operating solar PV plants, but may also invest in solar PV plants under development (that is, at the stage of origination, project planning or construction) when acquired. Such assets will constitute (at the time of investment) not more than 10% of the Gross Asset Value in aggregate. As at period end, the Company has not invested directly in solar PV plants under development.
The Company may also agree to forward-fund by way of a secured loan the construction costs of solar PV plants where it retains the right (but not the obligation) to acquire the relevant solar plant once operational. Such forward-funding will not fall within the 10% restriction above but will be restricted to no more than 25% of the Gross Asset Value (at the time such arrangement is entered into) in aggregate and will only be undertaken where supported by appropriate security (which may include financial instruments as well as asset-backed guarantees).
A significant proportion of the Company's income is expected to result from the sale of the entirety of the electricity generated by the solar PV plants within the terms of power purchase agreements ("PPA") to be executed from time to time. These are expected to include the monetisation of renewable obligation certificates ("ROC"), other regulated benefits and the sale of electricity to energy consumers and energy suppliers. Within this context, the Investment Manager expects to conclude PPAs with creditworthy counterparties at the appropriate time.
The Company will continue to carefully select its third party suppliers, service providers and other commercial counterparties, such as developers, engineering and procurement contractors, technical component manufacturers, PPA providers and landlords. The Company diversifies its universe of counterparts appropriately to balance its risk exposure.
In pursuit of the Company's investment objective, the Company may employ leverage, which will not exceed (at the time the relevant arrangement is entered into) 50% of the Gross Asset Value in aggregate. Such leverage will be deployed for the acquisition of further solar PV plants in accordance with the Company's investment policy. The Company may seek to raise leverage at any of the SPV, UK Hold Co or Investment Company level. There will be a preference for medium- to long-term amortising debt financing.
The Company intends to invest with a view to holding its solar PV plants until the end of their useful life. However, assets may be disposed of or otherwise realised where the Investment Manager determines, in its discretion, that such realisation is in the best interest of the Company. Such circumstances may include (without limitation) disposals for the purposes of realising or preserving value, or of realising cash resources for reinvestment or otherwise. The Company will seek to optimise and extend the lifespan of its assets and may invest in their repowering and/or integration of ancillary technologies (e.g. energy storage) on its solar PV plants to fully utilise grid connections and balance the electricity grid with a view to generating greater revenues. The Company expects to re-invest any cash surplus (arising in excess of that required to meet the Company's dividend target and ongoing operating expenses) in further investments, thereby sustaining its long-term net asset value.
The Company may invest cash held for working capital purposes and pending investment or distribution in cash or near-cash equivalents, including money market funds. The Company may (but is not obliged to) enter into hedging arrangements in relation to interest rates and/or power prices.
Portfolio Highlights and Performances
At 30 September 2015, the Company has announced the acquisition of 19 separate solar PV plants for a total investment value of up to c.£281m, representing 98% of the equity proceeds raised. The 19 solar PV plants amount to an installed capacity of some 240MWp in operation.
During the interim period, the Company focused on completing the acquisition of assets that had been previously announced and made selected additional acquisitions. At 31 March 2015, the Company had announced 16 acquisitions and completed ten. At 30 September 2015, the Company had completed all remaining six acquisitions and had also announced and completed three further acquisitions.
The NextEnergy Capital Group has actively led the completion of all the acquisitions made by the Company. Such completion process is subject to the satisfaction of several conditions set in the interests of the Company, including the plant satisfactorily passing selected strict technical and performance tests. The details of these tests, and whether they refer to the delivery of preliminary, intermediate or final acceptance certificates (or PAC, IAC, FAC as they are known) vary across the portfolio but in general terms these are required by the Investment Manager to ensure that the Company settles the large majority of the acquisition consideration only as and when the target solar PV plants demonstrate the desired level of quality and ability to obtain and exceed the expected technical performances in the long run.
Overall the 19 solar PV plants are demonstrating very good operational performance. This report provides the details of the actual performances vs. expectations at the time of acquisition for all those assets that have completed the technical acceptance testing period (and for which a Provisional Acceptance Certificate or PAC has been issued and accepted). As of 30 September 2015 two recently completed power plants (Park View and Bowerhouse) were still undergoing this rigorous testing period. The portfolio of solar PV plants generated a total amount of electricity of 147.5GWh during the period showing an average over-performance of 5.7% above the generation values expected at time of acquisition. This is driven by the Company's operating asset management strategy and due in part to the solar irradiation measured on the various sites being higher than the conservative estimates used at the time of acquisition by 2.9%.
The out-performance during the period confirmed the positive track record trend of the individual assets since each plant's acquisition date, with an overall portfolio technical out-performance of 6.2%.
Investment Portfolio
The Investment Manager achieved a high level of diversification in the Company's portfolio: the 19 solar PV plants are located across 13 different counties of England and Wales, the largest one (Glebe Farm) represents 14% of the total installed capacity and the four largest solar PV plants represent together 39% of the total installed capacity. In addition the portfolio is diversified across eight non-connected contractors, nine different Tier 1 solar panel manufacturers and six Tier 1 inverter manufacturers, effectively diversifying the Company's key counterparty risks.
Below is a summary of the overall investment portfolio with various relevant breakdown analysis:

Power
Plant

Location

Announcement
Date

Regulatory
Regime(1)

Status

Plant
Capacity (MWp)

Investment
(£m)

% of equity
Proceeds

Higher
Hatherleigh

Somerset

01/05/2014

1.6

Completed

6.1

7.3

2.6%

Shacks Barn

Northants

09/05/2014

2.0

Completed

6.3

8.2

2.9%

Gover Farm

Cornwall

23/06/2014

1.4

Completed

9.4

11.1

3.9%

Bilsham

Sussex

03/07/2014

1.4

Completed

15.2

18.9

6.6%

Brickyard

Warwickshire

14/07/2014

1.4

Completed

3.8

4.1

1.4%

Ellough

Suffolk

28/07/2014

1.6

Completed

14.9

20.0

7.0%

Poulshot

Wiltshire

09/09/2014

1.4

Completed

14.5

15.7

5.5%

Condover

Shropshire

29/10/2014

1.4

Completed

10.2

11.7

4.1%

Llwyndu

Ceredigion

22/12/2014

1.4

Completed

8.0

9.4

3.3%

Cock Hill Farm

Wiltshire

22/12/2014

1.4

Completed

20.0

23.3

8.2%

Boxted Airfield

Essex

31/12/2014

1.4

Completed

18.8

20.6

7.2%

Langenhoe

Essex

12/03/2015

1.4

Completed

21.2

22.9

8.0%

Park View

Devon

19/03/2015

1.4

Completed

6.5

7.7

2.7%

Croydon

Cambridgeshire

27/03/2015

1.4

Completed

16.5

17.8

6.2%

Hawkers Farm

Somerset

13/04/2015

1.4

Completed

11.9

14.5

5.1%

Glebe Farm

Bedfordshire

13/04/2015

1.4

Completed

33.7

40.5

14.2%

Bowerhouse

Somerset

18/06/2015

1.4

Completed

9.3

11.1

3.9%

Wellingborough

Northants

18/06/2015

1.6

Completed

8.5

10.8

3.8%

Birch Farm

Essex

21/10/2015

FiT(2)

Completed

5.0

5.3

1.9%

Total

 

 

 

 

239.7

281.0

98.5%

 

(1)   An explanation of the ROC (Renewable Obligation Certificate) regime is available at www.ofgem.gov.uk/environmental-programmes/renewables-obligation-ro

(2)   An explanation of FiT (Feed in Tariff) is available at www.ofgem.gov.uk/environmental-programmes/feed-tariff-fit-scheme

Higher Hatherleigh

Higher Hatherleigh was the Company's first acquisition, which took place in May 2014. The site is located near Wincanton in Somerset and has a capacity of 6.1MWp. The site has performed well since it became operational in April 2013 and during the period from acquisition to 30 September 2015 the plant produced c.10.3GWh (+7.7% vs. budget). The acquisition cost was £7.3m and the investment value at period end was £8.9m, which is 3.1% of the portfolio value.

 

Higher Hatherleigh

 

Location

Somerset

Capacity

6.1MWp

ROCs

1.6

EPC

Moser Baer

Panels

JA Solar

Inverter

Power-One

Operational Since

Apr-13

 

MWh Produced since acquisition

10,295

Solar Irradiation vs Expectations

+2.4%

Energy Generation vs Budget

+7.7%

Shacks Barn

Announced shortly after the Higher Hatherleigh acquisition, Shacks Barn, located near Silverstone in Northamptonshire, was also acquired by the Company in May 2014. This 6.3MWp plant has been operational since March 2013, giving the asset a 2.0 ROC accreditation. Since acquisition to 30 September 2015, the site has produced c.10.3GWh (+11.7% vs budget). The acquisition cost was £8.2m and the investment value at period end was £9.8m, which is 3.4% of the portfolio value.

 

Shacks Barn

 

Location

Northants

Capacity

6.3MWp

ROCs

2.0

EPC

Moser Baer

Panels

JA Solar

Inverter

Power-One

Operational Since

Mar-13

 

MWh Produced since acquisition

10,333

Solar Irradiation vs Expectations

+4.1%

Energy Generation vs Budget

+11.7%

 

Gover Farm

Gover Farm is the Company's most south-westerly asset, located in Truro, Cornwall. The acquisition was announced at 9.4MWp in June 2014. From acquisition to 30 September 2015, the plant produced 9.2GWh (+12.1% vs. budget). The acquisition cost was £11.1m and the investment value at period end was £11.8m, which is 4.0% of the portfolio value. As part of the Company's commitment to biodiversity, the site is being grazed by sheep to ensure that it stays employed in food production.

 

Gover Farm

 

Location

Cornwall

Capacity

9.4MWp

ROCs

1.4

EPC

Moser Baer

Panels

BYD

Inverter

ABB

Operational Since

Oct-14

 

MWh Produced since acquisition

9,155

Solar Irradiation vs Expectations

+4.7%

Energy Generation vs Budget

+12.1%

Bilsham

Bilsham is located near Bognor Regis in Sussex and is very close to the southern coast of the UK and is expected to benefit from the combination of strong irradiance and coastal breeze keeping operating temperatures within their optimum parameters. The plant was delivered to the Company in two phases with an initial phase of 12.7MWp followed by an extension of 2.6MWp in March 2015. The site produced 13.7GWh since acquisition to 30 September 2015 (+3.0% vs budget). The acquisition cost was £18.9m and the investment value at period end was £19.7m, which is 6.8% of the portfolio value.

 

Bilsham

 

Location

Sussex

Capacity

15.2MWp

ROCs

1.4

EPC

GDF Suez

Panels

Renesola

Inverter

ABB

Operational Since

Nov-14

 

MWh Produced since acquisition

13,714

Solar Irradiation vs Expectations

+1.3%

Energy Generation vs Budget

+3.0%

Brickyard

Brickyard is a site located near Leamington Spa in Warwickshire has a capacity of 3.8MWp. During the winter period from 1 January to 31 March, Brickyard produced 3.3GWh (+7.9% vs budget). In the previous period ending March '15 the plant experienced some minor technical issues which were then resolved and during the period it performed above expectations. The acquisition cost was £4.1m and the investment value at period end was £4.3m, which is 1.5% of the portfolio value.

 

Brickyard

 

Location

Warwickshire

Capacity

3.8MWp

ROCs

1.4

EPC

Moser Baer

Panels

BYD

Inverter

ABB

Operational Since

Nov-14

 

MWh Produced since acquisition

3,346

Solar Irradiation vs Expectations

+4.3%

Energy Generation vs Budget

+7.9%

Ellough

Ellough is a solar plant located on a disused airfield near Ellough in Suffolk. The 14.9MWp site has produced 18.8GWh (+5.7% vs. budget) from August 2014 to 30 September 2015. The acquisition cost was £20.0m and the investment value at period end was £20.1m, which is 6.9% of the portfolio value.

 

Ellough

 

Location

Suffolk

Capacity

14.9MWp

ROCs

1.6

EPC

Lark Energy

Panels

Hanwha

Inverter

Free Sun

Operational Since

Mar-14

 

MWh Produced since acquisition

18,802

Solar Irradiation vs Expectations

(0.5%)

Energy Generation vs Budget

+5.7%

 

Poulshot

The Poulshot plant is located near Trowbridge in Wiltshire and has a capacity of 14.5MWp. The plant was acquired in September 2014 and has been operational since March 2015. The site has produced 10.1GWh (+1.8% vs. budget) since acquisition to 30 September 2015. The acquisition cost was £15.7m and the investment value at period end was £17.3m, which is 5.9% of the portfolio value.

 

Poulshot

 

Location

Wiltshire

Capacity

14.5MWp

ROCs

1.4

EPC

Moser Baer

Panels

BYD

Inverter

ABB

Operational Since

Mar-15

 

MWh Produced since acquisition

10,134

Solar Irradiation vs Expectations

+2.4%

Energy Generation vs Budget

+1.8%

 

Condover

Condover is located near Shrewsbury in Shropshire and has a capacity of 10.2MWp. The plant was acquired in October 2014 has been operational since March 2015. The site has produced 6.3GWh (+6.7% vs. budget) since acquisition to 30 September 2015. The acquisition cost was £11.7m and the investment value at period end was £11.7m, which is 4.0% of the portfolio value. The site has been installed around two existing rocky outcrops on the site. These add an interesting dimension to the layout and provide sheltered habitat for local wildlife.

 

Condover

 

Location

Shropshire

Capacity

10.2MWp

ROCs

1.4

EPC

Zaragoza Group

Panels

Canadian Solar

Inverter

Free Sun

Operational Since

Mar-15

 

MWh Produced since acquisition

6,265

Solar Irradiation vs Expectations

(2.1%)

Energy Generation vs Budget

+6.7%

 

Llwyndu

Currently Llwyndu is the only asset owned by the Company that is not in England. This site is located in Mid-West Wales and has a capacity of 8.0MWp. The plant was acquired in December 2014 and has been operational since February 2015. This site has produced 4.9GWh (+4.9% vs. budget) since acquisition to 30 September 2015. The acquisition cost was £9.4m and the investment value at period end was £9.3m, which is 3.2% of the portfolio value. It is the most westerly plant that the company has acquired in the mid-country sector, close to the Ceredigion coast.

 

Llwyndu

 

Location

Ceredigion

Capacity

8.0MWp

ROCs

1.4

EPC

Greencells

Panels

BYD

Inverter

Huawei

Operational Since

Feb-15

 

MWh Produced since acquisition

4,944

Solar Irradiation vs Expectations

(1.4%)

Energy Generation vs Budget

+4.9%

Cock Hill Farm

Cock Hill Farm is located near Trowbridge in Wiltshire and has a capacity of just over 20.0MWp. The plant was acquired in December 2014 and has been operational since March 2015. The site has produced 12.0GWh (+1.6% vs. budget) since acquisition to 30 September 2015. The acquisition cost was £23.3m and the investment value at period end was £23.5m, which is 8.1% of the portfolio value.

 

Cock Hill Farm

 

Location

Wiltshire

Capacity

20.0MWp

ROCs

1.4

EPC

Greencells

Panels

Jinko

Inverter

Huawei

Operational Since

Mar-15

 

MWh Produced since acquisition

12,001

Solar Irradiation vs Expectations

+1.0%

Energy Generation vs Budget

+1.6%

Boxted Airfield

Boxted site is located north of Colchester in Essex on the now disused Boxted Airfield. Boxted has a capacity of 18.8MWp and was acquired in March 2015, after it became operational. The site has produced 14.1GWh (+4.1% vs. budget) since acquisition to 30 September 2015. The acquisition cost was £20.6m and the investment value at period end was £22.2m, which is 7.6% of the portfolio value. The site has been sympathetically installed and benefits from wildflower seeding which has been specifically designed to enhance the local wildlife population.

 

Boxted Airfield

 

Location

Essex

Capacity

18.8MWp

ROCs

1.4

EPC

Push Energy

Panels

Yingli

Inverter

SMA

Operational Since

Mar-15

 

MWh Produced since acquisition

14,083

Solar Irradiation vs Expectations

+1.7%

Energy Generation vs Budget

+4.1%

Langenhoe

Langenhoe is located near Colchester in Essex and has a capacity of 21.2MWp. The plant was acquired and has been operational since March 2015. The site has produced 16.5GWh (+7.4% vs. budget) since acquisition to 30 September 2015. The acquisition cost was £22.9m and the investment value at period end was £24.1m, which is 8.3% of the portfolio value. The site overlooks the Mersey estuary and has innovative wildlife enhancement measures incorporated in to its design and operation with specific support for both local bird and bumblebee populations. The construction works also energised three previously off-grid properties.

 

Langenhoe

 

Location

Essex

Capacity

21.2MWp

ROCs

1.4

EPC

Push Energy

Panels

Yingli

Inverter

SMA

Operational Since

Mar-15

 

MWh Produced since acquisition

16,489

Solar Irradiation vs Expectations

+5.5%

Energy Generation vs Budget

+7.4%

Park View

Park View is located near Ashburton in Devon, situated at the top edge of a valley and is the second most southerly site owned by the Company. This 6.5MWp site is expected to generate in the region of 6.6GWh per year of renewable energy. The acquisition of Park View was first announced in March 2015. The acquisition cost was £7.7m and the investment value at period end was £7.9m, which is 2.7% of the portfolio value.

 

Park View

 

Location

Devon

Capacity

6.5MWp

ROCs

1.4

EPC

Ethical

Panels

Astronergy

Inverter

SMA

Operational Since

Mar-15

 

MWh Produced since acquisition

N/A

Solar Irradiation vs Expectations

N/A

Energy Generation vs Budget

N/A

As of 30 September 2015 Park View was still undergoing the operational testing period.

Croydon

Croydon is a plant located in South Cambridgeshire and has a capacity of 16.5MWp. The plant was acquired and has been operational since March 2015. The site has produced 11.7GWh (+6.2% vs. budget) since acquisition to 30 September 2015. The acquisition cost was £17.8m and the investment value at period end was £18.6m, which is 6.4% of the portfolio value. The site also forms part of the Company's biodiversity drive after being sown with wildflower seed mix. The site will provide lengthy foraging seasons for bumblebees, a vital and declining species.

 

Croydon

 

Location

Cambridgeshire

Capacity

16.5MWp

ROCs

1.4

EPC

Push Energy

Panels

Yingli

Inverter

SMA

Operational Since

Mar-15

 

MWh Produced since acquisition

11,675

Solar Irradiation vs Expectations

+6.1%

Energy Generation vs Budget

+6.2%

 

Hawkers Farm

Hawkers Farm is a site located near Theale in Somerset with a capacity of 11.9MWp. The plant was acquired in April 2015 and has been operational since March 2015. The site has produced 8.9GWh (+2.8% vs. budget) since acquisition to 30 September 2015. The asset is located on a dairy farm and the site itself is being grazed by sheep ensuring that the land stays in food production. The acquisition cost was £14.5m and the investment value at period end was £14.7m, which is 5.0% of the portfolio value.

 

Hawkers Farm

 

Location

Somerset

Capacity

11.9MWp

ROCs

1.4

EPC

Greencells

Panels

Jinko

Inverter

Huawei

Operational Since

Mar-15

 

MWh Produced since acquisition

8,919

Solar Irradiation vs Expectations

+0.8%

Energy Generation vs Budget

+2.8%

Glebe Farm

Located not far from Wellingborough and partially on the old airfield land that is now taken up by the Santa Pod Raceway, Glebe Farm is the largest solar plant acquired by the Company (through novation of the original purchase agreement with the Developer without any additional cost to the Company) with a capacity of 33.7MWp. The acquisition was completed in May 2015. The plant has been operational since March 2015. The site has produced 16.9GWh (+11.3% vs. budget) since acquisition to 30 September 2015. The acquisition cost was £40.5m and the investment value at period end was £39.2m, which is 13.4% of the portfolio value.

 

Glebe Farm

 

Location

Bedfordshire

Capacity

33.7MWp

ROCs

1.4

EPC

Bejulo

Panels

Canadian Solar

Inverter

SMA

Operational Since

Mar-15

 

MWh Produced since acquisition

16,895

Solar Irradiation vs Expectations

+9.4%

Energy Generation vs Budget

+11.3%

Bowerhouse

Bowerhouse is located near Banwell in Somerset and has a capacity of 9.3MWp. The plant was acquired in June 2015 and has been operational since March 2015. The acquisition cost was £11.1m and the investment value at period end was £11.2m, which is 3.8% of the portfolio value.

 

Bowerhouse

 

Location

Somerset

Capacity

9.3MWp

ROCs

1.4

EPC

Ethical

Panels

LDK

Inverter

SMA

Operational Since

Mar-15

 

MWh Produced since acquisition

N/A

Solar Irradiation vs Expectations

N/A

Energy Generation vs Budget

N/A

As of 30 September 2015 Bowerhouse was still undergoing the operational testing period.

Wellingborough

Wellingborough is located near Wellingborough in Northamptonshire and a capacity of 8.5MWp. The plant was acquired in June 2015 and has been operational since March 2015. The site has produced 3.4GWh (+2.8% vs. budget) from March 2015 to 30 September 2015. The acquisition cost was £10.8m and the investment value at period end was £11.4m, which is 3.9% of the portfolio value.

 

Wellingborough

 

Location

Northants

Capacity

8.5MWp

ROCs

1.6

EPC

Lark Energy

Panels

LDK

Inverter

Free Sun

Operational Since

Mar-15

 

MWh Produced since acquisition

3,357

Solar Irradiation vs Expectations

(1.0%)

Energy Generation vs Budget

+2.8%

Birch Farm

Birch Farm is a 5.0MWp site located near Colchester in Essex. The plant was acquired in September 2015 and has been operational since June 2015. The acquisition cost was £5.3m and the investment value at period end was £5.8m, which is 2.0% of the portfolio value.

 

Birch Farm

 

Location

Essex

Capacity

5.0MWp

Feed in Tariff

£62/MWh

EPC

Push Energy

Panels

Yingli

Inverter

Ingeteam

Operational Since

Jun-15

 

MWh Produced since acquisition

N/A

Solar Irradiation vs Expectations

N/A

Energy Generation vs Budget

N/A

As of 30 September 2015 Birch Farm was still undergoing the operational testing period.

Current and Long-term Power Prices

During the interim period ending 30 September 2015, the wholesale power market in the UK continued the downward trend that the Company experienced in the previous financial year. This trend has reduced the economic benefit derived by the portfolio's operational over-performance, in terms of revenues as well as NAV. As a result of, inter alia, lower-than-average winter temperatures and declining commodity prices, both short and medium-term electricity prices moved downwards. Electricity spot prices fell from £43.6/MWh in September 2014 to £42.3/MWh in September 2015 (UK baseload - day ahead). The Investment Manager continuously reviews multiple inputs from various market contributors as well as an appointed independent energy market advisor and adjusts the Company's power price forecasts periodically.

In this market environment, we have advised the Board to reduce the power price forecasts used in calculating the NAV as at 30 September of each individual asset. As a result, since 31 March 2015 the long-term power price forecast used by the Company has been revised three times resulting in a total reduction of c.5 % compared to the assumptions employed at the beginning of the financial year. This reduction follows the previous three downward revisions made in the previous financial year and represents a cumulative reduction of c.20% compared to the assumptions employed at the time of the IPO in April 2014. The Investment Manager estimates that, should the Company's power price forecasts have remained stable since IPO the Company's NAV as of 30 September 2015 would be c.14% higher (at c.118.5p per share).

The Company's current long-term power price forecast implies an average growth rate of approximately 2% in real terms between 30 September 2015 and 2035. The financial performance of the Company and its NAV are sensitive to further positive and negative movements in the short-, medium- and long-term power prices. Detailed sensitivities are provided in the financial section of the Annual Report. It is worth noting that this exposure is significantly mitigated by the balanced mix of revenues which for the twelve months starting on 30 September 2015 are estimated to comprise c.59% of regulated revenues (ROCs and embedded benefits, mainly linked to RPI) and c.41% of sale of electricity through PPAs.

Dividends

During the financial year ended 31 March 2015 the Company achieved its target for total dividend of 5.25p over two semi-annual distributions, the second of which was paid in July 2015.

For the current financial year ending 31 March 2016, the Company has an increased target dividend of 6.25p, in line with the target set at the time of the IPO. The first of the two semi-annual distributions of 3.125p is due to be paid in December 2015.

The operating costs of the Company were £1.8m, in line with expectations. The profit before tax for the period ended 30 September 2015 was £8.6m and the earnings per share was 3.56p.

The Association of Investment Companies' ("AIC") guidance on Investment Fund Expense Reporting (Published in April 2012) recommended the disclosure of the annual Ongoing Charges Ratio in place of the previously used Total Expense Ratio ("TER"). In line with this guidance the budgeted ongoing charge for the period ending 31 March 2016 is 1.3%.

At 30 September 2015 total shareholders' return based on share price and annualised since IPO (in accordance with AIC guidance) was 6.3%, NAV total return was 6.4%.

Valuation of the Portfolio

The Investment Manager is responsible for carrying out the fair market valuation of the Company's underlying investment portfolio which is subsequently presented to the Company's Board of Directors for their review and approval.

The Investment Manager exercises its judgement based on its expertise in the UK solar PV market and in assessing the expected future cash flows from each investment. The fair market value for each operating asset is derived from various inputs, including observed asset prices paid by acquirers for operating solar projects in the UK and the present value of the investment's expected future cash flows, using reasonable assumptions and forecasts for revenues and operating costs, and an appropriate discount rate.

The Board reviews the operating and financial assumptions as well as discount rates used in the valuation of the Company's underlying portfolio and approves them based on the recommendation of the Investment Manager. These operating and financial assumptions, including the discount rate, are reviewed by PricewaterhouseCoopers CI Limited (PwC) as part of their year end statutory audit.

The Company continues to employ a 7.5% discount rate for valuing unlevered operating solar assets, unchanged versus the value used previously.

As of 30 September 2015, the Net Asset Value of the Company was £289.0m, up from £248.4m as at 31 March 2015 mainly as consequence of issuance of capital. Over the same period, NAV per share increased from 103.3p to 104.0p.

The change in NAV per share in the period was mainly driven by the following factors:

•    The operating results of the solar PV plants owned by the Company, which was retained at the individual SPV level

•    The cash dividend paid in July 2015 and the Company's operating costs

•    The negative impact on valuations due to the removal of LECs further to the July 2015 Summer Budget and downward revisions of the power curve estimates

These factors can be viewed alongside the other drivers in the NAV bridge on the following page.

 

Movement

 

(GBPm)

NAV Bridge

 

 

Opening NAV (March '15)

 

248.4

Further Capital Raising

38.8

 

Capital Raising Costs

(0.5)

 

Dividends

(6.3)

 

Income from Investments

6.3

 

Change in Fair Value of Investments

3.9

 

Net fund Costs

(1.6)

 

NAV movement

 

40.6

Closing NAV (September '15)

 

289.0

Change in Fair Value of Investments

 

 

Opening Valuation (March '15)

 

158.2

New Assets at Cost

140.6

 

Drawdown of Debt Facilities

(54.2)

 

Operating Results

20.5

 

Reduction in Power Price Forecasts

(8.0)

 

Impact of Summer Budget 2015

(7.7)

 

Balance of DCF Valuation

(0.9)

 

Fair Value of Investment Movement

 

90.3

Final Valuation (September '15)

 

248.5

Investment Portfolio

As at 30 September 2015

The Company's investment portfolio was valued at £291.3m with all the 19 solar PV assets valued through discounted cash flow methodology.

 

 

 

Directors'

Valuation

31 March 2015

Investment

Movements

during the period

Directors'

Valuation

30 September 2015

Investment

 

(GBP)

(GBP)

(GBP)

Higher Hatherleigh

 

8,957,377

-

8,896,941

Shacks Barn

 

9,711,376

-

9,833,410

Gover Farm

 

12,459,841

-

11,762,802

Bilsham

 

19,993,448

-

19,723,247

Brickyard

 

4,308,890

-

4,274,030

Ellough

 

20,987,800

-

20,098,720

Poulshot

 

16,254,521

-

17,265,704

Boxted Airfield

 

21,932,788

-

22,180,782

Langenhoe

 

24,619,753

-

24,058,966

Croydon

 

18,460,754

-

18,597,824

Condover

 

-

11,738,624

11,676,182

Llwyndu

 

-

9,383,685

9,253,348

Cock Hill Farm

 

-

23,336,957

23,493,377

Hawkers Farm

 

-

14,465,961

14,657,004

Glebe Farm

 

-

40,507,323

39,162,163

Park View

 

-

7,675,725

7,919,928

Bowerhouse

 

-

11,140,707

11,171,769

Wellingborough

 

-

10,842,840

11,391,106

Birch Farm

 

-

5,333,000

5,840,419

Total Investment Portfolio

 

157,686,548

134,424,822

291,257,722

Residual Net Assets of NESH

 

474,324

(25,310,432)

(20,128,788)

Residual Net Assets of NESH II

 

-

(22,680,330)

(22,638,265)

Residual Net Assets of NESH III

 

-

-

-

Total Investments

 

158,160,872

86,434,060

248,490,669

Sensitivity Analysis

Sensitivities on the Company's NAV and detailed disclosure on the asset valuation methodologies are provided below and in note 12 (Financial instruments) of the Financial Statements. The sensitivity analysis highlights a) the percentage change in the Total Investment Portfolio valuation of £291.3m resulting from a change in the underlying variables; and b) the consequential impact of such change in the portfolio valuation on the NAV per share as at 30 September 2015.

Summary of Capital Raising and Capital Deployment

The Company completed a further capital raising during the period ended on 30 September 2015, issuing 37,607,105 shares at a price of 103.3p.

Share Price Development

During the period the share price increased from 103.25p to 103.75p. The NAV per share versus share price chart below highlights the share price performance during the period, which predominantly traded at a premium over NAV.

Financing and Cash Management

As of 30 September 2015, the Company had a total of £54.2m debt outstanding, resulting from the following:

•    £31.5m under the two-year revolving credit facility ("RCF") advanced by Macquarie Bank Limited on 17 September 2014 and fully drawn down

•    £22.7m under the debt facility advanced by NIBC Bank B.V ("NIBC") on 21 July 2015 to finance the acquisition of two assets (Cock Hill and Llwyndu). NIBC previously financed the construction of the two projects for the vendor. The upfront costs to the Company favourably reflect NIBC's previous involvement in and knowledge of the two projects and the remaining terms of the facility are in line with current market conditions. The NIBC Facility has a 12-month duration, with a further 12-month extension available (which is not to be unreasonably withheld).

It is intended that these facilities will be repaid through one or a combination of the following: rollover of the same short-term facilities, refinancing with a long-term debt facility and/or further equity issuance.

The Investment Manager is actively working on the extension of the Company's current credit facilities with a number of lending counterparties to provide additional funding flexibility on both a short and long term basis to finance the acquisition of further assets. Following the period end the Investment Manager has entered into agreements to extend the RCF to £100m through an additional tranche of £68.5m available up to 30 April 2017. The Investment Manager is also exploring the opportunity to enter into a long-term debt facility that would allow the Company to refinance the amounts drawn under its short-term facilities and optimise its capital structure to maximise the profitability and liquidity of the equity investment of its shareholders, through the use of fixed rate and/or inflation linked debt.

As at 30 September 2015 the Company's total assets included a cash balance of £29.5m held with Barclays Bank PLC and Lloyds Bank PLC and receivables of £11.3m which includes the balance of the proceeds from the £38.8m capital raising fund closed on the last day of the period and not yet received from the Company's brokers.

Outlook and Regulatory Changes

The UK solar PV market continued to experience exceptional growth during the period ended 30 September 2015, reaching a total installed capacity of 8.2GW, an increase of 73% over the last twelve months. In addition, the announcement of regulatory changes that introduced a phase-out of the ROC and FiT regimes for new solar installations after 31 March 2016 caused a further acceleration in the rate of new installations expected to be commissioned before this deadline.

Over the remaining six months of the year ending 31 March 2016, the Company is expected to benefit from the pipeline of opportunities identified by the NextEnergy Capital Group totalling c.250MW of secured acquisition targets and further opportunities.

During the period ended 30 September 2015 the regulatory framework for UK solar PV underwent significant changes:

On 8 July 2015 the Chancellor of the Exchequer introduced as part of the Summer Budget 2015 the removal of the Climate Change Levy exemption for renewable electricity generation, effective 1 August 2015. This has negatively impacted the valuation of the portfolio and the Company's NAV (by an estimated 4p per share, partly offset by a reduction in corporate tax rates introduced in the same Summer Budget 2015, resulting in total impact of 3.2p per share). The Company's subsidiaries have subsequently filed a claim under the Judicial Review procedure to seek damages for the unexpected removal of the Levy Exemption Certificates on the grounds of insufficient advance notice and unreasonableness of the measure and expects to receive preliminary indication of the procedure by February 2016.

On 22 July 2015 The Department of Energy and Climate Change ("DECC") announced consultations on proposed changes to the Renewable Obligations ("RO") and Feed-in-Tariff ("FIT") support schemes for sub-5MW solar assets (the "Consultations") which were still underway at 30 September 2015. The proposals under the Consultations would have no impact on the 19 projects in the portfolio or on the Company's target dividend policy. In addition, the Company's pipeline of growth opportunities includes a significant number of projects that would not be impacted by the proposed changes, or that would qualify for a Grace Period under the Consultations.

The Company believes that there remains a material pipeline of opportunities for growth. The NEC Group continues to leverage its long-standing experience as an investor and leading asset manager in the solar sector to focus on reducing solar investment and operating costs to meet a decreasing subsidy and no-subsidy market in the future.

Description of the Principal Risks and Uncertainties

The Company has in place risk management procedures and internal controls to monitor and mitigate the main risks faced as well as a process to review the effectiveness of those controls. The Investment Manager assists the Company in regularly identifying, assessing and mitigating those risk factors likely to impact the financial or strategic position of the Company. The Company's Risk Matrix is regularly reviewed on at least a semi-annual basis.

•    External and Market Risks

•    Investment Strategy

•    Investment Process and Management of Assets

•    Monitoring Process

•    Valuation Process

•    Governance, Tax and Regulatory Compliance

Based on the Board's assessment, the main risks faced by the Company are likely to be related to the following areas, the other ones being unlikely or less significant:

•    Uncertainty for the future regulatory framework for solar PV in the UK and risk that as a consequence further planned acquisitions do not take place, affecting the Company's growth potential

•    Risk that the heightened competition for solar assets will make it more difficult for the Company to continue acquiring assets at attractive values. This increased competition may be fuelled by investors with aggressive financial structures seeking lower unlevered returns than the Company for the same solar PV assets

•    Exposure to the wholesale energy market for revenues generated in prices received for energy generated and in price forecasts by the operating assets of the Company, and risk of further reductions in forward price curves

Post period-end update

Since 30 September 2015, the following relevant events occurred:

•    On 21 October 2015 the Company acquired Thurlestone and North Farm solar PV plants for £2.3m and £14.5m, respectively

•    On 3 November 2015 the Company acquired Decoy Farm, Hall Farm and Ellough 2 solar PV plants for £5.2m, £5.0m and £8.0m respectively

•    On 6 November 2015 the Company entered into an agreement to extend its Revolving Credit Facility with Macquarie Bank Limited from £31.5m to £100m

•    On 9 November 2015, the Company has issued 30,850,000 New Ordinary Shares to Cantor Fitzgerald at a price of 104.0p per Share under the Placing Programme (which was expiring on 10 November 2015). On the same day, the New Ordinary Shares have been repurchased by the Company, at the same price, to be held in treasury. The NAV per Share and the net cash position of the Company have not been affected by this transaction

This issuance and repurchase transaction was undertaken to provide the Company with flexibility to raise additional capital in an efficient and cost-effective manner in due course. The shares purchased have been placed in treasury and will be available to be sold out of treasury on a non-pre-emptive basis, subject to shareholder approval, to meet future market demand. The net proceeds of any sales of Shares out of treasury will provide the Company with additional capital to enable it to take advantage of new investment opportunities. Shares will only be sold out of treasury at a premium to the then prevailing NAV per Ordinary Share

Following the repurchase, the Company's issued share capital will comprise 308,807,105 Ordinary Shares and the total number of voting rights in the Company will be 277,957,105. This figure may be used by Shareholders and other investors as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure and Transparency Rules

•    On 19 November 2015 the Company acquired Green Farm Solar PV plant for £5.8m

NextEnergy Capital IM Limited

25 November 2015

Statement of Directors' Responsibilities

To the best of their knowledge, the directors of NextEnergy Solar Fund Limited confirm that:

(a) The Interim Report and Condensed Half-Yearly Financial Statements have been prepared in accordance with IAS 34 Interim Financial Reporting;

(b) The Interim Report, comprising the Chairman's Statement and the Investment Manager's Report, meets the requirements of an interim management report and includes a fair review of information required by:

(i)        DTR 4.2.7R of the UK Disclosure and Transparency Rules, being an indication of important events that have occurred during the period from 1 April 2015 to 30 September 2015 and their impact on the Condensed Half-Yearly Financial Statements, and a description of the principal risks and uncertainties for the remaining six months of the year; and

(ii)       DTR 4.2.8R of the UK Disclosure and Transparency Rules, being related party transactions that have taken place in the period from 1 April 2015 to 30 September 2015 and that have materially affected the financial position or performance of the Company during that period, and any material changes in the related party transactions disclosed in the last Annual Report; and

(c)  The Condensed Half Yearly Financial Statements give a true and fair view of the assets, liabilities, financial position and profit of the Company as required by DTR 4.2.4R of the UK Disclosure and Transparency Rules

The Company's Directors believe that the Company has adequate resources to continue in operational existence for the foreseeable future. Note 11 to the Annual Report and financial statements for the year ended 31 March 2015 includes the Company's objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and its exposure to credit risk and liquidity risk. The Directors have undertaken a rigorous review of the Company's ability to continue as a going concern including reviewing the level of the Company's assets and significant areas of financial risk including the timing of future investment transactions, expenditure commitments and forecast income and cashflows. As a result, the Directors have, at the time of approving these condensed financial statements, a reasonable expectation that the Company has adequate resources to meet its liabilities and continue in operational existence for the foreseeable future. The Directors have therefore concluded that it is appropriate to adopt the going concern basis of accounting in preparing these interim financial statements.

By order of the Board

For NextEnergy Solar Fund Limited

Patrick Firth                               Kevin Lyon

Director                                          Director

25 November 2015

Condensed Financial Statements

Condensed Statement of Comprehensive Income

For the period ended 30 September 2015

 

Notes

Unaudited

1 April 2015 to

30 September 2015

(GBP)

Audited

20 December 2013 to 31 March 2015

(GBP)

Unaudited

20 December 2013

to 30 September 2014

(GBP)

Income

 

 

 

 

Dividend income

 

      6,400,000

      -

      -

Net changes in fair value of financial assets

 

     

 

 

at fair value through profit or loss

5

     3,895,737

     10,570,553

      3,175,328

Total net income

 

     10,295,737

     10,570,553

      3,175,328

Expenditure

 

 

 

 

Management fees

14

      1,242,304

      1,210,566

      369,759

Legal and professional fees

 

      287,242

      515,130

      2,448

Administration fees

 

      120,752

      152,500

      52,500

Directors' fees

17

      61,500

      176,575

      85,075

Audit fees

 

      42,637

      50,000

      18,750

Regulatory fees

 

      42,074

      70,638

      5,741

Insurance

 

      31,194

      14,134

      14,134

Sundry expenses

 

      2,736

      73,375

      37,709

Marketing and Advertising

 

      -

      30,917

      -

Total expenses

 

      1,830,439

      2,293,835

      586,116

Operating profit

 

      8,465,298

      8,276,718

      2,589,212

Finance income

 

      93,888

      257,931

      83,755

Profit and comprehensive income for the period

 

      8,559,186

      8,534,649

      2,672,967

 

 

 

 

 

Earnings per share - Basic - (pence)

 

      3.56p

      9.13p

      5.60p

There were no potentially dilutive instruments in issue at 30 September 2015.

All activities are derived from ongoing operations.

There is no other comprehensive income or expense apart from those disclosed above and consequently a Statement of Other Comprehensive Income has not been prepared.

The accompanying Notes on pages 37 to 47 are an integral part of these financial statements.

Condensed Statement of Financial Position

As at 30 September 2015

Non-current assets

Notes

Unaudited

30 September 2015

(GBP)

Audited

31 March 2015

(GBP)

Unaudited

30 September 2014

(GBP)

Investments

5, 12

248,490,669

158,160,872

55,884,088

Total non-current assets

 

248,490,669

158,160,872

55,884,088

Current assets

 

 

 

 

Cash and cash equivalents

 

29,503,244

90,217,126

32,552,859

Trade and other receivables

6

11,264,214

69,482

1,368

Total current assets

 

40,767,458

90,286,608

32,554,227

Total assets

 

289,258,127

248,447,480

88,438,315

Current liabilities

 

 

 

 

Trade and other payables

 

236,605

88,942

165,347

Total current liabilities

 

236,605

88,942

165,347

Net assets

 

289,021,522

248,358,538

88,272,968

Equity

 

 

 

 

Share Capital and Premium

8

282,872,625

244,459,639

85,600,001

Reserves

8

6,148,897

3,898,899

2,672,967

Total equity attributable to shareholders

 

289,021,522

248,358,538

88,272,968

Net assets per share - (pence)

11

104.0p

103.3p

103.1p

The accompanying notes on pages 37 to 47 are an integral part of these financial statements.

The interim financial statements were approved and authorised for issue by the Board of Directors on 25 November 2015, and signed on its behalf by:

Kevin Lyon    Patrick Firth

Director    Director

Condensed Statement of Changes in Equity

For the period ended 30 September 2015

 

 

Notes

Share Capital

and Premium

(GBP)

Retained earnings

(GBP)

 

Total Equity

(GBP)

For the period 1 April 2015 to 30 September 2015 (unaudited)

 

 

 

 

Shareholders' equity at 1 April 2015

 

244,459,639

3,898,899

248,358,538

Profit and comprehensive income for the period

 

    -

  8,559,186

   8,559,186

Shares issued

8

 38,412,986

      -

  38,412,986

Dividends paid

10

      -

 (6,309,188)

  (6,309,188)

Shareholders' equity at 30 September 2015

 

      282,872,625

      6,148,897

      289,021,522

 

 

 

 

 

For the period 20 December 2013 to 31 March 2015 (audited)

 

 

 

 

Shareholders' equity at 20 December 2013

 

      -

      -

      -

Profit and comprehensive income for the period

 

      -

  8,534,649

 8,534,649

Shares issued

8

244,459,639

      -

244,459,639

Dividends paid

10

      -

(4,635,750)

  (4,635,750)

Shareholders' equity at 31 March 2015

 

      244,459,639

  3,898,899

 248,358,538

 

 

 

 

 

For the period 20 December 2013 to 30 September 2014 (unaudited)

 

 

 

 

Shareholders' equity at 20 December 2013

 

      -

      -

      -

Profit and comprehensive income for the period

 

      -

  2,672,967

 2,672,967

Shares issued

8

      85,600,001

      -

      85,600,001

Shareholders' equity at 30 September 2014

 

      85,600,001

      2,672,967

      88,272,968

The accompanying notes on pages 37 to 47 are an integral part of these financial statements.

Condensed Cash Flow Statement

For the period ended 30 September 2015

 





Cash flows from operating activities

 

 

 


Notes

Unaudited

1 April 2015 to

30 September 2015

(GBP)

Audited

20 December 2013 to 31 March 2015

(GBP)

Unaudited

20 December 2013 to 30 September 2014

(GBP)

Profit and comprehensive income for the period

 

      8,559,186

      8,534,649

-     2,672,967

Adjustments for:

 

 

 

 

Purchase of investments

5

     (86,434,060)

    (147,590,319)

     (52,708,760)

Change in fair value on investments

5

      (3,895,737)

      (10,570,553)

      (3,175,328)

Finance income

 

      (93,888)

      (257,931)

      (83,755)

Operating cash flows before movements in working capital

 

      (81,864,499)

      (149,884,154)

      (53,294,876)

Changes in working capital

 

 

 

 

Increase in trade receivables

6

     (11,194,732)

      (69,482)

      (1,368)

Increase in trade payables

 

      147,663

      88,942

      165,347

Net cash used in operating activities

 

    (92,911,568)

     (149,864,694)

     (53,130,897)

Cash flows from investing activities

 

 

 

 

Finance income

 

      93,888

      257,931

      83,755

Net cash generated from investing activities

 

      93,888

      257,931

      83,755

Cash flows from financing activities

 

 

 

 

Proceeds from issue of shares

8

      38,412,986

      244,459,639

      85,600,001

Dividends paid

10

      (6,309,188)

      (4,635,750)

      -

Net cash generated from financing activities

 

      32,103,798

      239,823,889

      85,600,001

Net (decrease)/increase in cash and cash equivalents during period

 

      (60,713,882)

90,217,126

32,552,859

Cash and cash equivalents at the beginning of the period

 

      90,217,126

      -

      -

Cash and cash equivalents at the end of the period

 

      29,503,244

      90,217,126

      32,552,859

The accompanying notes on pages 37 to 47 are an integral part of these financial statements.

Notes to the Unaudited Financial Statements

For the period ended 30 September 2015

1. General Information

NextEnergy Solar Fund Limited ("the Company") was incorporated with limited liability in Guernsey under the Companies (Guernsey) Law, 2008, as amended, on 20 December 2013 with registered number 57739, and is regulated by the GFSC as a registered closed-ended investment company. The registered office and principal place of business of the Company is 1, Royal Plaza, Royal Avenue, St Peter Port, Guernsey, Channel Islands, GY1 2HL.

On 16 April 2014, the Company announced the results of its initial public offering, which raised net proceeds of £85.6 million. The Company's ordinary shares were admitted to the premium segment of the UK Listing Authority's Official List and to trading on the Main Market of the London Stock Exchange as part of its initial public offering which completed on 25 April 2014. Subsequent fund raisings also took place on the 19 November 2014 raising £94.1m, 19 December 2014 raising £4.1m, 27 February 2015 raising £60.7m and 30 September 2015 raising £38.4m increasing total equity to £282.9m as at 30 September 2015 (31 March 2015: £244.5m; 30 September 2014: £85.6m). Details can be found in note 8.

The Company seeks to provide investors with a sustainable and attractive dividend that increases in line with the retail price index over the long-term by investing in a diversified portfolio of solar photovoltaic ("PV") assets that are located in the UK. In addition, the Company seeks to provide investors with an element of capital growth through the reinvestment of net cash generated in excess of the target dividend in accordance with the Company's investment policy.

The Company currently makes its investments through NextEnergy Solar Holdings Limited and NextEnergy Solar Holdings II Limited (together "the Holding Companies") and Special Purpose Vehicles, which are wholly-owned by the Company. The Company has acquired NextEnergy Solar Holdings III Limited for the purpose of holding investments however it has no investment holdings as at 30 September 2015. The Company controls the investment policy of each of the holding companies and its wholly-owned Special Purpose Vehicles in order to ensure that each will act in a manner consistent with the investment policy of the Company.

The Company has appointed NextEnergy Capital IM Limited as its Investment Manager ("the Investment Manager") pursuant to the Management Agreement dated 18 March 2014. The Investment Manager is a Guernsey registered company, incorporated under the Companies (Guernsey) Law, 2008, with registered number 57740 and is licensed and regulated by the GFSC and is a member of the NEC Group. The Investment Manager acts as the Alternative Investment Fund Manager of the Company.

The Investment Manager has appointed NextEnergy Capital Limited as its Investment Adviser ("the Investment Adviser") pursuant to the Investment Advisory Agreement. The Investment Adviser is a company incorporated in England with registered number 05975223 and is authorised and regulated by the FCA.

The financial statements are presented in pounds sterling because that is the currency of the primary economic environment in which the Company operates.

Going concern

The Directors have reviewed the current and projected financial position of the Company making reasonable assumptions about future performance. The key areas reviewed were:

•    Timing of future investment transactions

•    Expenditure commitments

•    Forecast income and cashflows

The Company has cash and short-term deposits as well as projected positive income streams and an available credit facility (see note 18) and as a consequence the Directors have, at the time of approving the financial statements, a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly they have adopted the going concern basis of accounting in preparing the financial statements.

2. Significant accounting policies

Basis of accounting

The condensed interim financial statements have been prepared on a going concern basis in accordance with IAS 34 Interim Financial Reporting. The interim financial information should be read in conjunction with the annual report and audited financial statements for the period ended 31 March 2015, which have been prepared in accordance with International Financial Reporting Standards.

Seasonal and cyclical variations

The Company's results vary during reporting periods as a result of the spread of irradiation during the year.

Segmental reporting

The Board, as a whole, has been determined as constituting the chief operating decision maker of the Company. The key measure of performance used by the Board to assess the Company's performance and to allocate resources is the Company's profit and loss and NAV, calculated under IFRS.

For management purposes, the Company is engaged in a single segment of business, being investment in UK solar energy infrastructure assets via SPVs, and in one geographical area, the UK.

3. New and revised standards

The following accounting standards and interpretations which have not been applied in these financial statements were in issue but not yet effective:

IAS 1 (amendments)                 Disclosure Initiative

IAS 34 (amendments)               Disclosure of information 'elsewhere in the interim financial report'

IFRS 7 (amendments)                Servicing contracts

IFRS 9                                        Financial Instruments

IFRS 11 (amendments)              Joint arrangements

IFRS 14                                      Regulatory Deferral Accounts

IFRS 15                                      Revenue from Contracts with Customers

The Directors do not expect that the adoption of the accounting standards, amendments and interpretations listed above will have a material impact on the financial statements of the Company in future periods.

4. Critical accounting judgements and key sources of estimation uncertainty

The Company makes estimates and assumptions that affect the reported amounts of assets and liabilities. Estimates and judgements are continually evaluated and based on historic experience and other factors believed to be reasonable under the circumstances.

a)   Investments at fair value through profit or loss

The Company's investments are measured at fair value for financial reporting purposes. The Board of Directors has appointed the Investment Manager to produce investment valuations based upon projected future cashflows. These valuations are reviewed and approved by the Board. A list of subsidiaries is included in note 7.

IFRS 13 establishes a single source of guidance for fair value measurements and disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Board bases the fair value of the investments on the information received from the Investment Manager.

The investments at fair value through profit or loss, whose fair values include the use of Level 3 inputs, are valued by discounting future cash flows from investments to the Company at a discount rate when the assets are operational. The discount rate applied in the 30 September 2015 valuation was 7.5% (31 March 2015: 7.5%). The discount rate is a significant level 3 input and a change in the discount applied could have a material effect on the value of the investments. Investments in solar PV plants that are not yet operational are held at fair value, where the cost of the investment is used as an appropriate approximation of fair value. There are other critical accounting estimates discussed in note 12.

Level 3 investments amount to £291,257,722 (31 March 2015: 157,686,548) and consist of 19 investments in solar PV plants (31 March 2015: 14), all of which have been valued through discounted cash flows (please refer to the portfolio statement in the IM report on page 26). Level 3 valuations are reviewed regularly by the Investment Manager who reports to the Board of Directors on a periodic basis. The Board considers the appropriateness of the valuation model and inputs, as well as the valuation result.

The Company under the Investment Entity Exemption rule holds its investments at fair value.

The table below sets out information about significant unobservable inputs used at 30 September 2015 in measuring financial instruments categorised as Level 3 in the fair value hierarchy. Unlisted investments reconcile to the Closing Investment Portfolio Value as per the Investments table in note 5.

 

Description

Fair value at

30 September 2015 (GBP)

Valuation technique

Unobservable input

Input value

Sensitivity to change

in significant unobservable inputs

Unlisted investments

291,257,722

Discounted cash flows

Discount rate

7.50%

The estimated fair value would increase if the discount rate was lower and vice versa.

 

5. Investments

The Company owns the Investment Portfolio through its investments in NextEnergy Solar Holdings Limited and NextEnergy Solar Holdings II Limited. This is comprised of the Investment Portfolio and the Residual Net Assets of the Holding Companies. The Company has acquired NextEnergy Solar Holdings III Limited for the purpose of holding investments however it has no investment holdings as at 30 September 2015. The Total Investments at Fair Value are recorded under Non-Current Assets in the Condensed Statement of Financial Position on page 34.

 

 

Period ended

30 September 2015 (GBP)

Period ended

31 March 2015

(GBP)

Period ended

30 September 2014

(GBP)

Total Investments

 

 

 

Brought forward cost of investments

147,590,319

-

-

Total investment in the period

86,434,060

147,590,319

52,708,760

Carried forward cost of investments

234,024,379

147,590,319

52,708,760

Brought forward unrealised gains on valuation

10,570,553

-

-

Movement in unrealised gains on valuation

3,895,737

10,570,553

3,175,328

Carried forward unrealised gains on valuation

14,466,290

10,570,553

3,175,328

Total Investments at Fair Value

248,490,669

158,160,872

55,884,088

 

The total change in the value of the investments in the Holding Companies are recorded through profit and loss in the Statement of Comprehensive Income on page 33.

As described in note 18 a total of £54,180,000 has been raised through a revolving credit facility and a debt facility in the Holding Companies. This has been reflected in the table above and the Investment Portfolio in the Investment Manager's report as an increase in the cost of the underlying investment portfolio and a liability within the residual net assets of the Holding Companies.

6. Trade and Other Receivables

 

 

As at

30 September 2015 (GBP)

As at

31 March 2015

(GBP)

As at

30 September 2014 (GBP)

Proceeds of share issues receivable from brokers

      11,263,719

      -

      -

Other receivables

      495

      69,482

      1,368

Total trade and other receivables

      11,264,214

      69,482

      1,368

7. Subsidiaries

Following the Company's early adoption of the consolidation exemption amendments to IFRS 10, the Company does not consolidate its subsidiaries as it meets the definition of an investment entity. Below are the legal entity names for the Holding Companies and the remaining legal entities owned indirectly through the investment in the holding companies.

 

Name

Country

Direct or Indirect Holding

Ownership at

30 September 2015

Ownership at

31 March 2015

NextEnergy Solar Holding Limited

      UK

      Direct

      100%

      100%

NextEnergy Solar Holding II Limited

      UK

      Direct

      100%

      0%

NextEnergy Solar Holding III Limited

      UK

      Direct

      100%

      0%

NextPower Shacks Barn Ltd

      UK

      Indirect

      100%

      100%

NextPower Higher Hatherleigh Ltd

      UK

      Indirect

      100%

      100%

NextPower Ellough LLP

      UK

      Indirect

      100%

      100%

NESF - Ellough LTD

      UK

      Indirect

      100%

      100%

BL Solar 2 Limited

      UK

      Indirect

      100%

      100%

Sunglow Power Limited

      UK

      Indirect

      100%

      100%

Glorious Energy Limited

      UK

      Indirect

      100%

      100%

Push Energy (Boxted Airfield) Ltd

      UK

      Indirect

      100%

      100%

Push Energy (Langenhoe) Ltd

      UK

      Indirect

      100%

      100%

Push Energy (Croydon) Ltd

      UK

      Indirect

      100%

      100%

NextPower Gover Farm Ltd

      UK

      Indirect

      100%

      0%

Push Energy (Birch) Ltd

      UK

      Indirect

      100%

      0%

SSB Condover Ltd

      UK

      Indirect

      100%

      0%

Trowbridge PV Ltd

      UK

      Indirect

      100%

      0%

ESF Llwyndu Ltd

      UK

      Indirect

      100%

      0%

Wellingborough Solar Limited

      UK

      Indirect

      100%

      0%

Bowerhouse Solar Limited

      UK

      Indirect

      100%

      0%

Greenfields (A) Limited

      UK

      Indirect

      100%

      0%

ST Solarinvest Devon 1 Limited

      UK

      Indirect

      100%

      0%

Glebe Farm SPV Limited

      UK

      Indirect

      100%

      0%

 

8. Share capital and reserves

 

 

Number of

shares

Gross amount

raised (GBP)

Issue Costs

(GBP)

Share premium

(GBP)

Issued on 20 December 2013

      1

1

-

      1

Issued on 25 April 2014

85,600,000

85,600,000

-*

85,600,000

Total issued at 30 September 2014

85,600,001

85,600,001

-

85,600,001

Cancellation of founder's share on 24 October 2014

      (1)

(1)

      -

(1)

Issued on 19 November 2014

91,000,000

95,459,000

(1,399,246)

94,059,754

Issued on 19 December 2014

4,000,000

4,120,000

(43,565)

4,076,435

Issued on 27 February 2015

59,750,000

61,405,075

(681,625)

60,723,450

Total issued at 31 March 2015

240,350,000

246,584,075

(2,124,436)

244,459,639

Issued on 30 September 2015

37,607,105

38,848,139

(435,153)

38,412,986

Total issued at 30 September 2015

277,957,105

285,432,214

(2,559,589)

282,872,625

* Agreed as part of the IPO, the Investment Adviser paid all issue costs on behalf of the Company. Please refer to note 15 for further information.

The Company currently has one class of ordinary share in issue. The holders of the 277,957,105 ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at general meetings of the Company.

Retained reserves

Retained reserves comprise the retained earnings as detailed in the Condensed Statement of Changes in Equity.

9. Earnings per share

 

 

Period ended

30 September 2015

Period ended

31 March 2015

Period ended

30 September 2014

Profit and comprehensive income for the period (GBP)

8,559,186

8,534,649

2,672,967

Weighted average number of ordinary shares

240,555,503

93,525,375

47,755,790

Earnings per ordinary share - pence

3.56p

9.13p

5.60p

 

10. Dividends

 

 

Period ended

30 September 2015 (GBP)

Period ended

31 March 2015

(GBP)

Period ended

30 September 2014

(GBP)

Amounts recognised as distributions to equity holders:

 

 

 

Interim dividend for the period ended 30 September 2014 of 2.625p per share, paid 17 December 2014

-

4,635,750

-

Interim dividend for the period ended 31 March 2015 of 2.625p per share, paid on 30 July 2015

6,309,188

-

-

Total

6,309,188

4,635,750

-

 

11. Net assets per ordinary share

 

 

As at

30 September 2015

As at

31 March 2015

As at

30 September 2014

Shareholders' equity (GBP)

289,021,522

248,358,538

88,272,968

Number of ordinary shares

277,957,105

240,350,000

85,600,001

Net assets per ordinary share - pence

104.0p

103.3p

103.1p

12. Financial instruments

Level 3 financial instruments

Valuation methodology

The Directors have satisfied themselves as to the methodology used, the discount rates and key assumptions applied, and the valuation. All completed investments are at fair value through profit or loss and are valued using a discounted cash flow methodology. Investments which are not yet completed are held at fair value, where the cost of the investment is used as an appropriate approximation of fair value.

Discount rates

The discount rates used for valuing each renewable infrastructure investment are based on both the industry discount rate and on the specific circumstances of each project. The risk premium takes into account risks and opportunities associated with the investment earnings.

The discount rates used for valuing the investments in the Portfolio are as follows:

 

 

30 September

2015

Weighted Average discount rate

7.50%

 

A change to the weighted average discount rate by plus or minus 0.5% has the following effect on the valuation.

 

Discount rate

+0.5% change

Total Portfolio

value

-0.5% change

Directors' valuation at 30 September 2015 (GBP)

(10.9m)

291.3m

11.6m

Directors' valuation - percentage movement

(3.7%)

 

4.0%

Power price

NEC Group continually reviews multiple inputs from market contributors and leading consultants and adjust the inputs to the power price forecast when a conservative approach is deemed most appropriate. Current estimates imply an average rate of growth of electricity prices of approximately 2% in real terms and a long term inflation rate of 2.5%.

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

 

Power price

 

-10% change

Total Portfolio

value

+10% change

Directors' valuation at 30 September 2015 (GBP)

      (15.7m)

      291.3m

      15.6m

Directors' valuation - percentage movement

      (5.4%)

     

      5.4%

Energy yield

The Portfolio's aggregate production outcome for a 10 year period would be expected to fall somewhere between a P90 10 year underperformance (downside case) and a P10 10 year outperformance (upside case).

The effect of a P90 10 year underperformance and of a P10 10 year outperformance would have the following effect on the valuation.

 

Energy yield

P90 10 year

under-performance

Total Portfolio value

P10 10 year outperformance

Directors' valuation at 30 September 2015 (GBP)

      (20.3m)

      291.3m

      20.3m

Directors' valuation - percentage movement

      (7.0%)

     

      7.0%

Inflation rates

The Portfolio valuation assumes long-term inflation of 2.50% per annum for investments (based on UK RPI). A change in the inflation rate by plus or minus 0.5% has the following effect on the valuation.

 

Inflation yield

-0.5% change

Total Portfolio value

 

+0.5% change

Directors' valuation at 30 September 2015 (GBP)

(11.1m)

291.3m

11.7m

Directors' valuation - percentage movement

(3.8%)

 

4.0%

Operating costs

The table below shows the sensitivity of the Portfolio to changes in operating costs by plus or minus 10% at project company level.

 

Operating costs

+10% change

Total Portfolio

value

-10% change

Directors' valuation at 30 September 2015 (GBP)

(3.9m)

291.3m

3.9m

Directors' valuation - percentage movement

(1.3%)

 

1.3%

Tax rates

The UK corporation tax assumption for the Portfolio valuation was 20% to 2017, 19% to 2020, and 18% thereafter in accordance with the UK Government announced reductions.

13. Financial assets and liabilities not measured at fair value

Cash and cash equivalents are level 1 items on the fair value hierarchy. Current assets and current liabilities are Level 2 items on the fair value hierarchy. The carrying value of current assets and current liabilities approximates fair value as these are short-term items.

14. Management fee

The Investment Manager is entitled to receive an annual fee, accruing daily and calculated on a sliding scale, as follows below:

•    for the tranche of NAV up to and including £200m, 1% of the Net Asset Value ("NAV") of the Company.

•    for the tranche of NAV above £200m and up to and including £300m, 0.9% of NAV.

•    for the tranche of NAV above £300m, 0.8% of NAV.

For the period ending 30 September 2015 the Company has incurred £1,242,304 in management fees of which £17,401 was outstanding at 30 September 2015. For the period ending 31 March 2015 the Company incurred £1,210,566 in management fees of which £nil was outstanding at 31 March 2015. For the period ending 30 September 2014 the Company incurred £369,759 in management fees of which £nil was outstanding at 30 September 2014.

15. Related parties

The Investment Manager, NextEnergy Capital IM Limited, is a related party due to having common key management personnel with the subsidiaries of the Company. All management fee transactions with the Investment Manager are disclosed in note 14.

The Investment Adviser, NextEnergy Capital Limited, is a related party due to sharing common key management personnel with the subsidiaries of the Company. There are no advisory fee transactions between the Company and the Investment Adviser. The Investment Adviser agreed to meet all of the expenses of the initial share issue on 25 April 2014 which amounted to £1,081,749.

The Operating Asset Manager, WiseEnergy (GB) Limited, is a related party due to sharing common key management personnel with the subsidiaries of the Company. Each of the operating subsidiaries of the Company entered into an asset management agreement with WiseEnergy (GB) Limited. The total value of recurring and one-off services paid to the Operating Asset Manager during the reporting period amounted to £519,022 (31 March 2015: £167,487).

The Directors of the Company and their shareholding is stated in the Report of the Directors in the Annual Report.

16. Controlling party

In the opinion of the Directors, on the basis of shareholdings advised to them, the Company has no immediate or ultimate controlling party.

17. Remuneration of the Directors

The remuneration of the Directors was £61,500 for the period (for the period 20 December 2013 to 31 March 2015: £176,575, for the period 20 December 2013 to 30 September 2014: £85,075) which consisted solely of short-term employment benefits.

18. Revolving credit and debt facilities

On 17 September 2014 NextEnergy Solar Holding Limited, a subsidiary of the Company, entered into a revolving credit facility with Macquarie Bank Limited for up to £31.5m. As at 30 September 2015 the facility was fully drawn (31 March 2015: undrawn, 30 September 2014: undrawn). As part of the revolving credit facility agreement Macquarie Bank Limited holds a charge over the assets of NextEnergy Solar Holding Limited.

On 21 July 2015 the Company announced a debt facility entered into between NextEnergy Solar Holding II Limited and NIBC Bank N.V. for up to £22.7m. As at 30 September 2015 the facility was fully drawn. As part of the debt facility agreement NIBC Bank N.V. holds a charge over the assets of Next Energy Solar Holding II Limited and in addition the Company has granted a parental guarantee.

19. Investment Commitments

The Company has the following commitments to its investments.

 

Investment

As at
30 September 2015
(GBP)

As at
31 March 2015

(GBP)

Llwyndu

-

9,371,232

Cock Hill Farm

-

23,342,018

Park View

-

7,521,500

Condover

-

11,737,465

Hawkers Farm

-

14,195,244

Glebe Farm

-

40,507,323

Total Commitments

-

106,674,782

In the Holding Companies the above contingent commitments become payable when their respective contractual terms are met, usually when the asset becomes fully operational and accredited. The Board assesses control including the consideration of the options. Once an investment is assessed as being controlled it is included in NextEnergy Solar Fund Limited at fair value with a corresponding obligation to pay. At period end, the amounts not yet paid were as above. The fair value of these liabilities approximates the fair value of the investments and has been included in the calculation as described in note 12.

20. Taxation

Under the current system of taxation in Guernsey, the Company is exempt from paying taxes on income, profit or capital gains. Therefore, income from investments in UK solar PV plants is not subject to any further tax in Guernsey, although these investments are subject to corporation tax in the UK.

21. Events after the reporting period

Since 30 September 2015 the following relevant events occurred:

On 21 October 2015 the Company acquired Thurlestone and North Farm solar PV plants for £2.3m and £14.5m, respectively.

On 30 October 2015 a debt facility of up to £100m was signed between Next Energy Solar Holdings I Limited, a subsidiary of the Company, and Macquarie Bank Limited.

On 3 November 2015 the Company acquired Decoy Farm, Hall Farm and Ellough 2 solar PV plants for £5.2m, £5.0m and £8.0m respectively.

On 9 November 2015, the Company issued and immediately repurchased 30,850,000 New Ordinary Shares at a price of 104.0p per Share to provide flexibility to raise additional capital in an efficient and cost-effective manner in due course. The NAV per Share and the net cash position of the Company have not been affected by this transaction. Further details are available in the IM Report.

On 19 November 2015 the Company acquired Green Farm Solar PV plant for £5.8m.

Independent review report to NextEnergy Solar Fund Limited

Introduction

We have been engaged by NextEnergy Solar Fund Limited ("the Company") to review the condensed unaudited set of financial statements in the half-yearly financial report for the six months ended 30 September 2015, which comprises the Condensed Statement of Comprehensive Income, the Condensed Statement of Financial Position as at 30 September 2015, the Condensed Statement of Changes in Equity, the Condensed Statement of Cash Flows and related notes. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of unaudited interim financial statements.

Directors' responsibilities

The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.

As disclosed in note 2, the annual financial statements of the Company are prepared in accordance with International Financial Reporting Standards. The condensed unaudited set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting".

Our responsibility

Our responsibility is to express to the Company a conclusion on the condensed unaudited set of financial statements in the half-yearly financial report based on our review. This report, including the conclusion, has been prepared for and only for the Company for the purpose of the Disclosure and Transparency Rules of the Financial Conduct Authority and for no other purpose. We do not, in producing this report, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

Scope of review

We conducted our review in accordance with International Standard on Review Engagements 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the International Auditing and Assurance Standards Board. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed unaudited set of financial statements in the half-yearly financial report for the six months ended 30 September 2015 are not prepared, in all material respects, in accordance with International Accounting Standard 34 and the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.

PricewaterhouseCoopers CI LLP

Chartered Accountants

Guernsey, Channel Islands

25 November 2015


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