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Premier Energy&Water (PMGR)

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Tuesday 11 August, 2015

Premier Energy&Water

Half-yearly Report

PREMIER ENERGY AND
WATER TRUST PLC
2015
Half Year Report
for the six months
to 30 June 2015


Investment Objectives

The Company’s investment objectives are to achieve a high income and to realise long term growth in the capital value of its portfolio. The Company will seek to achieve these objectives by investing principally in the equity and equity-related securities of companies operating primarily in the energy and water sectors, as well as other infrastructure investments.

Contents

Shareholder Information ifc
Investment Objectives 1
Company Highlights 2-3
Chairman’s Statement 4-5
Investment Manager’s Report 6-8
Investment Portfolio 9
Consolidated Statement
of Comprehensive Income 10-11
Consolidated and Company
Balance Sheets 12
Consolidated Statement
of Changes in Equity 13
Consolidated and Company
Cashflow Statements 14
Notes to the Half Year Report 15-18
Interim Management Report 19-20
Directors and Advisers 21

Company Highlights

for the six months to 30 June 2015

Six months to Year ended
30 June 31 December
2015 2014
Total Return Performance
Total Assets Total Return1 (0.3%) 14.7%
FTSE All-World Utilities Index Total Return (GBP)2 (7.5%) 20.5%
FTSE All-World Index Total Return (GBP)2 2.1% 11.3%
FTSE All-Share Index Total Return (GBP)2 3.0% 1.2%
Ongoing charges3 1.6% 1.5%

   

Six months to Year ended
30 June 31 December
2015 2014 % change
Ordinary Share Returns
Net Asset Value per Ordinary share (cum income)4 177.83p 196.23p (10.9%)
Mid-market price per Ordinary share 178.75p 192.50p (9.4%)
Premium/(discount) 0.5% (1.9%)
Net Asset Value Total Return5 (5.4%) 26.6%
Share Price Total Return2 (3.0%) 71.8%

   

Six months to Six months to
30 June 30 June
2015 2014 % change
Returns and Dividends
Revenue Return per Ordinary share 6.15p 6.90p (10.8%)
Net Dividends declared per Ordinary share 5.30p 5.30p

   

Six months to Year ended
30 June 31 December
2015 2014 % change
Zero Dividend Preference Share Returns
Net Asset Value per Zero Dividend Preference share4 214.82p 208.18p 3.2%
Mid-market price per Zero Dividend Preference share 216.75p 215.00p 0.8%
Premium 0.9% 3.3%

   

As at
30 June
2015
Hurdle Rates
Ordinary shares
Hurdle rate to return the share price of 185.0p
at 30 June 20156 2.4%
Zero Dividend Preference shares
Hurdle rate to return the redemption entitlement
of 221.78p at 31 December 20156 (37.8%)

   

Six months to Year ended
30 June 31 December
2015 2014 % change
Balance Sheet
Gross Assets less Current Liabilities £78.6m £79.0m (0.5%)
Zero Dividend Preference shares (£47.2m) (£45.0m) 5.6%
Equity shareholders’ funds £31.4m £34.0m (7.6%)
Gearing on Ordinary shares7 2.50 x 2.32 x
Zero Dividend Preference share cover (non-cumulative)8 1.57 x 1.58 x

1 Based on opening and closing total assets plus dividends marked “ex-dividend” within the period. Source: Premier Fund Managers Limited (“PFM Ltd”).

2 Source: Bloomberg.

3 Ongoing charges have been based on the Company’s management fees and other operating expenses as a percentage of average gross assets less current liabilities over the year.

4 Articles of Association basis.

5 Based on opening and closing NAVs with dividends marked

“ex-dividend” within the period reinvested. Source: PFM Ltd.

6 Source: JP Morgan Cazenove. The Hurdle Rate is the compound rate of growth or decline of the total assets required each year to meet in the case of the Ordinary shares, the share price at 30 June 2015, and in the case of the ZDP shares the predetermined redemption price.

7 Based on Gross Assets less Current Liabilities divided by Equity Shareholders’ Funds at the end of each year.

8 Non-cumulative cover = Gross assets at year end less estimated wind up costs less management charges to capital divided by final repayment value of ZDP’s. Source: JP Morgan Cazenove and PFM Ltd.

Chairman’s Statement
for the six months to 30 June 2015

Performance

After a very strong showing in 2014 the utilities sector has had a disappointing start to 2015. The sector, viewed by many as a bond proxy, has been sold down on expectations that the US Federal Reserve and The Bank of England will commence interest rate increases later this year or early next, a topic explored more fully in the Investment Manager’s Report.

Over the six months to 30 June 2015, Premier Energy and Water Trust’s (“PEWT”/the “Company”) gross assets delivered a negative total return of 0.3%. This represents a substantial out-performance of the FTSE All-World Utilities Index which recorded a negative total return of 7.5%, although was behind equities generally, the FTSE All-World Index returning 2.1% (all indices stated as total return including dividends, Sterling adjusted).

PEWT’s Net Asset Value per ordinary share (“NAV”) fell by 9.4%. However, the total return to an ordinary shareholder including dividends paid and movement in the NAV, was a negative 5.4%. The difference between this return and the gross assets total return above is attributable to the financing cost of the ZDP shares, which is of course still incurred regardless of performance.

Overview of the period

Equity markets were confronted with a myriad of issues during the half, not least a sharp slowdown in the Chinese economy, the on-going saga of Greece, and the prospect of interest rate increases following over 6 years of emergency rates. In the short term at least, the market consensus is that the utilities sector is particularly at risk from the last of these.

In this light, the utilities in those economies where interest rates are closest to beginning their upward cycle, namely the US and the UK, came under some pressure. The S&P 500 Utilities Sector Index and FTSE Utilities Index both lost value, UK utilities falling in spite of the election of what should in theory be a benign Conservative government. Europe was also a difficult investing environment for the utility investor with geopolitical concerns outweighing accommodating monetary policy.

The portfolio’s out-performance against these indices in the half year can largely be ascribed to an underweight position in European and US utilities, and the performance of its emerging market investments, with some excellent returns achieved by the Hong Kong listed Chinese utilities in particular. PEWT’s Chinese investments are all Hong Kong listed, a market dominated by institutions rather than retail investors, which has shielded the portfolio from some but not all of the volatility.

Dividends

On 22 April 2015 the Company announced the first quarterly dividend of 2.65p per Ordinary share in respect of 2015, unchanged on the equivalent period in 2014, which was paid on 30 June 2015. The dividend comprised a base dividend of 1.90p plus an additional dividend of 0.75p paid in accordance with the Company’s policy announced in August 2013, to run down substantially the Company’s revenue reserve. It is intended that additional dividends will be paid with all dividends paid in respect of 2015, finishing with the fourth interim dividend expected to be paid in March 2016.

On 28 July 2015 the Company declared an unchanged second interim dividend for the 2015 financial year of 2.65p, which comprised a 1.90p base dividend plus 0.75p additional dividend. This second interim dividend will be paid on 30 September 2015 to members on the register at the close of business on 28 August 2015. The Ordinary shares will be marked ex-dividend on 27 August 2015.

Refinancing of ZDP Shares

Shareholders will be aware that the Company’s ZDP shares mature at the end of 2015, with a capital entitlement payable to ZDP shareholders of 221.78p per ZDP share. On the maturity date the ZDP share issue will have a value of £48.7 million, based on the number in issue on 30 June 2015.

During the second half of 2015, your Board and Investment Manager will be meeting with ZDP shareholders with the intention of putting in place a follow-on instrument into which existing ZDP shareholders can transfer their current investment if they so choose. The nature, size, and pricing of the follow-on instrument will be determined by investor demand and market conditions as we progress through the second half of 2015.

Outlook

PEWT has experienced a testing start to the year, even though on a gross assets level the portfolio has significantly out-performed the utilities sector. Since the interim period end, the outlook for equities has become more difficult, with the Eurozone continuing to be weighed down by the Greek issue, the full implications of which are unknown. In addition the Chinese domestic equity market has seen a period of extreme volatility, which has been felt to an extent in the Company’s Hong Kong listed investments. On the positive side, the recent weakness of the utilities sector has resulted in the portfolio looking even more attractively valued, and has created some investment opportunities.

Maintaining a robust investment portfolio able to withstand short-term volatility, whilst at the same time retaining the ability to capture longer term growth and income development, will remain key to PEWT’s investment policy.

Geoffrey Burns
Chairman
11 August 2015

Investment Manager’s Report
for the six months to 30 June 2015

Market review

The first half of 2015 has seen an excellent operational performance by many of PEWT’s investments. However, as highlighted in the Chairman’s statement, the external environment has been difficult with a mixture of geopolitical risks and concerns over interest rates holding back valuations to produce a disappointing overall performance.

As we have said previously, the evidence for medium to long-term correlation between the utilities sector and interest rates is unconvincing. Unfortunately, this does not prevent the sector from being sold down in the short term when the market is concerned about interest rates. We would again re-iterate that for a typical regulated utility, interest costs are a pass through element of the regulatory model, and that over time interest rate increases result in higher allowed returns, offsetting any element of discounting on the value of the company itself.

Against this background, utilities in some of the larger equity markets performed poorly over the six months; the S&P 500 Utilities Index returned a negative 11.5%, well below its parent index, the S&P 500, which had a positive return of 0.3% (total return based on net dividends, Sterling adjusted). Likewise the FTSE Utilities Index showed a negative total return of 5.3%, well below the FTSE All-Share which managed a creditable positive total return of 3.0%. Under-performance in European utilities was even more pronounced, with the EuroStoxx Utilities Index losing 8.5% (total return, net dividends, Sterling adjusted) against a positive return on the same basis of 3.7% for the EuroStoxx itself.

As a result of the under-performance, the utilities sector is now trading at an attractive valuation, particularly when considered relative to wider market indices.

Portfolio highlights

OPG Power completed its capacity expansion programme in the period, commissioning a new unit at its Chennai facility, plus a whole new power station in Gujarat, its largest to date. Barring the announcement of any new projects, the company should become very cash flow generative from here, and management have indicated a maiden dividend will be paid in respect of the financial year to March 2016. Its shares rose in value by 3.9% in the half following their very strong performance in 2014. Unfortunately, further down the portfolio, the performance of Indian renewable energy company Greenko has been a concern. While the business itself is performing well, the company has in the past signed dilutive mezzanine financing deals, about which the market has become increasingly concerned. We are looking to management not only to restructure these deals to put a cap on dilution, but also to improve the quality of the company’s corporate governance.

PEWT’s Chinese investments generally performed well during the half. The largest position, hydro and thermal generation company China Power International, saw its shares gain 50.4% over the six months, with the company recording a 20.8% growth in earnings for 2014. Waste incineration company China Everbright International was also a strong performer, its shares gaining 20.5% and the company recording 2014 earnings growth of 28.6%.

Staying in China, the position in Fortune Oil was sold in the period with the company being taken-over by its main shareholder / management group. While the price offered was below what we felt the company was worth, the gain of 43% on cost was, nonetheless, a satisfactory result.

The holding in Renewable Energy Generation Limited (“REG”) was a disappointment, its shares losing 19.2% over the first half. However, the fundamental valuation remains intact, and if anything, recent changes to UK renewables subsidy legislation should hasten REG’s move toward a cash generative “utility” business model, which we believe the market will reward with a higher valuation than their current developer model.

The pullback in US utility valuations has allowed us to build positions in some new US names. TECO Energy is a Florida based utility serving an affluent and growing population with a lower than average tariff. It therefore presents a relatively low regulatory risk, and its high yield should also enhance PEWT’s revenue earnings. The holding in the First Trust MLP & Energy Income Fund has also been increased, offering an enhanced yield and a diversified exposure to US utilities and pipelines.

Shortly after the period end, the holding in Ecofin Convertible Loan Notes was sold. While the notes had paid a high coupon, the potential conversion upside has not materialised, and appears unlikely to do so before the notes’ maturity in July 2016.

Currency

A significant negative factor over the first half of the year was the weakness of many currencies in which PEWT invests. Measured against Sterling, the Euro fell by 9.5%, the Polish Zloty by 7.0%, the Brazilian Real fell 17.7%, the Malaysian Ringgit by 8.9%, and the Chilean Peso by 8.9%. While the portfolio was hedged against the declining Euro for some of the period, the weakness in emerging market currencies was unhedged.

Sterling also strengthened marginally against the US Dollar, by 0.9%, in part buoyed by the decisive result of the general election.

Balance sheet and gearing

The combination of a reduction in portfolio value and compounding of ZDP shares has led to an increase in gearing for the Ordinary shares from 2.32x at 31 December 2014 to 2.5x at 30 June 2015. ZDP cover fell for the same reason.

Outlook

Considering the weakness in many emerging currencies, and poor performance in many of the developed market utility sectors, the Company’s performance looks relatively strong. However, the overall result is still disappointing.

Having said this, the market movements have presented the opportunity to add some new holdings at attractive levels with the sector now trading at a marked discount.

James Smith
Claire Long
Premier Fund Managers Limited
11 August 2015


GEOGRAPHIC ALLOCATION 2015
30 June 2015

SECTOR ALLOCATION 2015
30 June 2015

Investment Portfolio
at 30 June 2015
Value % total June December
Company Activity Country £000 investments 2015 2014
OPG Power Ventures Multi Utility India  7,828 10.1 1 (1)
China Power International Electricity Generation China  6,197 8.0 2 (3)
Renewable Energy Generation Renewable Energy UK  3,791 4.9 3 (2)
Huaneng Power International Electricity Generation China  3,183 4.1 4 (4)
First Trust MLP & Energy Multi Utility USA  2,808 3.6 5 (12)
TECO Energy Multi Utility USA  2,804 3.6 6 (46)
Ecofin Water & Power* Investment Company UK  2,722 3.5 7 (6)
Qatar Electricity and Water Multi Utility Qatar  2,574 3.3 8 (11)
National Grid Electricity & Gas Transmission UK  2,492 3.2 9 (15)
China Everbright International Water & Waste China  2,490 3.2 10 (9)
Enersis Electricity Integrated Chile  2,419 3.1 11 (8)
EDP - Energias do Brasil Electricity Generation & Transmission Brazil  2,371 3.1 12 (13)
Nextera Energy Electricity Generation USA  2,244 2.9 13 (18)
GDF Suez Multi Utility France  2,180 2.8 14 (7)
SSE Multi Utility UK  2,004 2.6 15 (10)
Huaneng Renewables Renewable Energy China  1,849 2.4 16 (20)
Tenaga Nasional Electricity Generation Malaysia  1,765 2.3 17 (14)
Beijing Enterprises Holdings Gas Transmission China  1,529 2.0 18
Infinis Energy Renewable Energy UK  1,512 2.0 19 (33)
Acea Multi Utilities Italy  1,485 2.0 20 (25)
China Resources Power Holdings Electricity Generation China  1,464 1.9 21 (23)
Hera Multi Utility Italy  1,461 1.9 22 (27)
Pennon Group Water & Waste UK  1,401 1.8 23 (31)
Greenko Group** Renewable Energy India  1,307 1.6 24 (16)
GCP Infrastructure Investments Multi Utility UK  1,183 1.5 25
Transelectrica Electricity Generation Romania  1,182 1.5 26 (29)
Consolidated Edison Electricity Generation USA  1,104 1.4 27 (28)
Energa Electricity Generation Poland  1,067 1.4 28 (24)
Ausnet Services Electricity Generation Australia  1,023 1.3 29 (32)
Keppel Infrastructure Trust Multi Utility Singapore  995 1.3 30
The Southern Company Electricity Generation USA  932 1.2 31
Metro Pacific Investments Multi Utility Philippines  928 1.2 32 (35)
Snam Gas Transmission Italy  889 1.2 33 (17)
Sembcorp Industries Multi Utility Singapore  801 1.0 34 (30)
AES Tiete Electricity Generation Brazil  663 0.9 35 (38)
Cia Energetica de Minas Gerais Electricity Generation Brazil  595 0.8 36 (34)
Transgaz Gas Transmission Romania  590 0.8 37 (50)
China Power New Energy Development Renewable Energy China  517 0.7 38 (45)
Beijing Jingneng Clean Energy Electricity Generation China  483 0.6 39 (43)
CMS Energy Multi Utility USA  466 0.6 40
Hafslund Electricity Generation Norway  462 0.5 41 (44)
Enea Electricity Generation Poland  320 0.4 42
Fondul Proprietatea Multi Utility Romania  314 0.4 43 (48)
Consolidated Water Water & Waste USA  304 0.4 44 (47)
Edison International Electricity Generation USA  247 0.3 45
Tractebel Energia Electricity Generation Brazil  174 0.2 46 (49)
Cia de Saneamento do Parana Water & Waste Brazil  172 0.2 47 (51)
Polenergia Electricity Generation Poland  151 0.1 48
Cia de Saneamento de Minas Gerais Water & Waste Brazil  70 0.1 49
77,512 99.9
PEWT Securities PLC  50 0.1
Total investments 75,562 100.0

*  Holding in convertible bonds and ordinary shares

** Holding in bonds and ordinary shares

Consolidated Statement of Comprehensive Income
for the six months to 30 June 2015

(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited) (Audited) (Audited)
Six months to 30 June 2015 Six months to 30 June 2015 Six months to 30 June 2015 Six months to 30 June 2014 Six months to 30 June 2014 Six months to 30 June 2014 Year ended 31 December 2014 Year ended 31 December 2014 Year ended 31 December 2014
Revenue Capital Total Revenue Capital Total Revenue Capital Total
Notes £000 £000 £000 £000 £000 £000 £000 £000 £000
(Losses)/gains on investments held at fair value
through profit or loss (1,274) (1,274) 7,604 7,604 8,627 8,627
Income 1,636 1,636 1,740 1,740 3,067 3,067
Investment management fee (156) (235) (391) (148) (226) (374) (301) (455) (756)
Other expenses (241) (241) (278) (278) (817) (817)
Profit before finance costs and taxation 1,239 (1,509) (270) 1,314 7,378 8,692 1,949 8,172 10,121
Finance costs (1,352) (1,352) (1,284) (1,284) (2,635) (2,635)
Profit before taxation 1,239 (2,861) (1,622) 1,314 6,094 7,408 1,949 5,537 7,486
Taxation (166) (166) (137) (137) (222) (222)
Total comprehensive income for the period 1,073 (2,861) (1,788) 1,177 6,094 7,271 1,727 5,537 7,264
Return per Ordinary share (pence)
- basic 3 6.15 (16.38) (10.23) 6.90 35.70 42.60 10.11 32.42 42.53

The total column of this statement represents the Group’s profit or loss, prepared in accordance with IFRS.
As the parent of the Group, the Company has taken advantage of the exemption not to publish its own separate Statement of Comprehensive Income. The Company’s total comprehensive income for the half year ended 30 June 2015 was £(1,788,000).
The supplementary revenue and capital columns are prepared under guidance published by the Association of Investment Companies (“AIC”).
All items derive from continuing operations; the Group does not have any other recognised gains or losses.

Consolidated and Company Balance Sheets
for the financial year ended 30 June 2015

(Unaudited) (Unaudited) (Unaudited) (Audited) (Audited)
Group Company Company Group Company
30 June 30 June 30 June 31 December 31 December
2015 2015 2014 2014 2014
Notes £000 £000 £000 £000 £000
Non current assets
Investments at fair value through profit or loss 77,512 77,562 75,864 77,336 77,386
Current assets
Debtors 685 685 484 1,658 1,658
Cash at bank 1,075 1,075 1,286 268 268
1,760 1,760 1,770 1,926 1,926
Total assets 79,272 79,322 77,634 79,262 79,312
Current liabilities
Creditors: amounts falling due
within one year (664) (714) (438) (265) (315)
Zero Dividend Preference shares (47,190) (47,190) (42,820) (44,970) (44,970)
(47,854) (47,904) (43,258) (45,235) (45,285)
Net assets 31,418 31,418 34,376 34,027 34,027
Equity attributable to
Ordinary Shareholders
Share capital 177 177 174 174 174
Share premium 8,036 8,036 6,884 7,444 7,444
Redemption reserve 88 88 88 88 88
Capital reserve 14,115 14,115 17,533 16,976 16,976
Special reserve 7,472 7,472 7,472 7,472 7,472
Revenue reserve 1,530 1,530 2,228 1,873 1,873
Total equity attributable to
Ordinary Shareholders 31,418 31,418 34,376 34,027 34,027
Net asset value per Ordinary
share (pence)
– International Financial
Reporting Standards basis 4 177.63 177.63 201.41 195.80 195.80
Net asset value per Ordinary
share (pence)
– Articles of Association basis 4 177.83 177.83 202.05 196.23 196.23

Consolidated Statement of Changes in Equity

For the six months to 30 June 2015 (unaudited)
Ordinary Share
share premium Redemption Capital Special Revenue
capital reserve reserve reserve reserve reserve Total
£000 £000 £000 £000 £000 £000 £000
Balance at 1 January 2015 174 7,444 88 16,976 7,472 1,873 34,027
Total comprehensive income
for the period (2,861) 1,073 (1,788)
Tap issue of Ordinary shares
during the period 3 592 595
Ordinary dividends paid (1,416) (1,416)
Balance at 30 June 2015 177 8,036 88 14,115 7,472 1,530 31,418

   

For the six months to 30 June 2014 (unaudited)
Ordinary Share
share premium Redemption Capital Special Revenue
capital reserve reserve reserve reserve reserve Total
£000 £000 £000 £000 £000 £000 £000
Balance at 1 January 2014 171 6,884 88 11,439 7,472 2,399 28,453
Total comprehensive income
for the period 6,094 1,177 7,271
Ordinary dividends paid (1,348) (1,348)
Balance at 30 June 2014 171 6,884 88 17,533 7,472 2,228 34,376

   

For the financial year ended 31 December 2014 (audited)
Ordinary Share
share premium Redemption Capital Special Revenue
capital reserve reserve reserve reserve reserve Total
£000 £000 £000 £000 £000 £000 £000
Balance at 1 January 2014 171 6,884 88 11,439 7,472 2,399 28,453
Total comprehensive income
for the year 5,537 1,727 7,264
Tap issue of Ordinary shares
during the year 3 560 563
Ordinary dividends paid (2,253) (2,253)
Balance at
31 December 2014 174 7,444 88 16,976 7,472 1,873 34,027

Consolidated and Company Cashflow Statements
for the six months ended 30 June 2015

(Unaudited) (Unaudited) (Unaudited) (Audited) (Audited)
Group Company Company Group Company
Six months Six months Six months Year ended Year ended
ended 30 June ended 30 June ended 30 June 31 December 31 December
2015 2015 2014 2014 2014
£000 £000 £000 £000 £000
(Loss)/profit before finance
costs and taxation (270) (270) 8,692 10,121 10,121
Adjustments for
Movement in investments held at
fair value through profit or loss 1,509 1,509 (7,378) (8,627) (8,627)
(Increase)/decrease in trade and
other receivables 972 972 (226) (28) (28)
Increase/(decrease) in trade and
other payables 44 44 (159) 84 84
Net cash flows from operating activities 2,255 2,255 929 1,550 1,550
Overseas taxation paid (143) (143) (135) (217) (217)
Investing activities
Purchases of investments (18,094) (18,094) (19,044) (27,582) (27,582)
Proceeds from sales of investments 17,088 17,088 19,355 27,241 27,241
Net cash flows from investing activities (1,006) (1,006) 311 (341) (341)
Financing activities
Proceeds from issue of shares 1,117 1,117 - - -
Dividends paid (1,416) (1,416) (1,348) (2,253) (2,253)
Net cash used in financing activities (299) (299) (1,348) (2,253) (2,253)
(Decrease)/increase in cash
and cash equivalents 807 807 (243) (1,261) (1,261)
Cash and cash equivalents,
beginning of period 268 268 1,529 1,529 1,529
Cash and cash equivalents
at end of period 1,075 1,075 1,286 268 268

Notes to the Half Year Report

ACCOUNTING POLICIES

1.1   Basis of preparation

Following the incorporation of the Company’s wholly-owned subsidiary, PEWT Securities PLC, on 25 July 2014 the financial statements of the Group and Company have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union, and as applied in accordance with the provisions of the Companies Act 2006. These comprise standards and interpretations of the International Accounting Standards and Standing Interpretations Committee as approved by the International Accounting Standards Committee (“IASC”) that remain in effect, to the extent that IFRS have been adopted by the European Union. Previously, the financial statements were prepared in accordance with UK Generally Accepted Accounting Practice (“UK GAAP”). The transition to IFRS did not result in any significant changes to the accounting polices.

The Half-year Financial Statements have been prepared in accordance with International Accounting Standard (“IAS”) 34 “Interim Financial Reporting” and in accordance with the Statement of Recommended Practice (“SORP”) for investment trusts issued by the Association of Investment Companies (“AIC”) in November 2014, where the SORP is not inconsistent with IFRS.

The financial information contained in this Half-year Report does not constitute statutory accounts as defined in Section 434 of the Companies Act 2006. The financial information for the periods ended 30 June, 2015 and 30 June, 2014 have not been audited. The financial information for the year ended 31 December, 2014 has been extracted from the latest published audited accounts. Those accounts have been filed with the Registrar of Companies and included the Independent Auditor’s Report which, in respect of both sets of accounts, was unqualified, did not contain an emphasis of matter reference, and did not contain a statement under Section 498(2) or (3) of the Companies Act 2006. Those statutory accounts were prepared in accordance with IFRS, as adopted by the European Union.

The functional currency of the Company is Sterling as this is the currency of the primary economic environment in which the Company operates. Accordingly, the Financial Statements are presented in Sterling rounded to the nearest thousand pounds.

The same accounting policies, presentation and methods of computation have been followed in these Financial Statements as were applied in the preparation of the Company’s Financial Statements for the previous accounting periods.

IFRS 10 Consolidated Financial Statements

The Financial Statements in these accounts reflect the adoption of IFRS 10 (including the Investment Entities amendment) which requires investment companies to value subsidiaries (except for those providing investment related services) at fair value through profit and loss rather than consolidate them. The Directors, having assessed the criteria, believe that the Group meets the criteria to be an investment entity under IFRS 10 and that this accounting treatment better reflects the Company’s activities as an investment trust. Therefore all investments in subsidiaries (with the exception of PEWT Securities PLC) are carried at fair value through profit and loss in accordance with IAS 39.

PEWT Securities PLC, which is controlled by the Company, holds the ZDP shares and has lent the proceeds to the Company. It is considered to provide investment related services to the Group and is therefore required to be consolidated under the IFRS 10 Investment Entities amendment. PEWT Securities PLC  has been consolidated in these Financial Statements using consistent accounting policies to those applied by the Company.

1.2   Presentation of Statement of Comprehensive Income

In order to better reflect the activities of the Company as an investment trust company, and in accordance with guidance issued by the AIC, supplementary information which analyses the Consolidated Statement of Comprehensive Income between items of a revenue and capital nature has been presented alongside the Consolidated Statement of Comprehensive Income.

1.3   Use of estimates

The preparation of Financial Statements requires the Company to make estimates and assumptions that affect the items reported in the Balance Sheet and Statement of Comprehensive Income and the disclosure of contingent assets and liabilities at the date of the Financial Statements. Although these estimates are based on management’s best knowledge of current facts, circumstances and, to some extent, future events and actions, the Company’s actual results may ultimately differ from those estimates, possibly by a significant amount. The investments in the equity of unquoted companies that the Company holds are not traded and as such the prices are more uncertain than those of more widely traded securities. The unquoted investments are valued by reference to valuation techniques approved by the Directors and in accordance with the International Private Equity and Venture Capital Valuation (“IPEV”) Guidelines and IFRS 13.

1.4   Segmental reporting

The chief operating decision maker has been identified as the Board of the Company. The Board reviews the Company’s internal management accounts in order to analyse performance. The Directors are of the opinion that the Company is engaged in one segment of business, being the investment business. Geographical segmental analysis has not been disclosed because the Directors are of the opinion that as an investment company the geographical sources of revenues received by the Company are incidental to its investment activity. The geographical allocation of the investments from which income is received and to which non-current assets relate is given on page 7.

2.    Dividend

On 28 July 2015 the Directors declared a second interim dividend of 2.65p per Ordinary share comprised of a base dividend of 1.9p and an additional dividend of 0.75p for the year ending 31 December 2015 to holders of Ordinary shares on the register on 28 August 2015. The Ordinary shares will be marked ex-dividend on 27 August 2015 and the dividend will be paid on 30September 2015.

3.    Total return per Ordinary share

The total return per Ordinary share is based on the total comprehensive income for the half year after taxation of £(1,788,000) (six months ended 30 June 2014: £7,271,000; year ended 31 December 2014: £7,264,000) and on the weighted average of 17,460,690 Ordinary shares in issue during the six months ended 30 June 2015 (six months ended 30 June 2014: 17,068,480 Ordinary shares; year ended 31 December 2014: weighted average of 17,080,370 Ordinary shares).

During the six months to 30 June 2015 the Company allotted and issued 310,000 Ordinary shares by way of a tap issue at a price of 191.75 pence per share. PEWT Securities PLC allotted and issued 384,681 New Zero Dividend preference shares of 1 pence each par value for cash, at a price of 216 pence per share. The accrued capital entitlement at that date was 213.04 pence per share.

4.    Net Asset Value

The Net Asset Value differences reported below arise from the treatment of the premium (net of expenses) from the issue of Zero Dividend Preference (“ZDP”) shares in December 2011 of £330,000. In accordance with UK Accounting Standards this has been included with the ZDP liability and is being amortised over the life of the ZDP shares. In accordance with the Articles of Association the premium has been included with shareholders equity and the ZDP liability reflects their accrued capital entitlement at 30 June 2015 and 31 December 2014.

The net asset value per share and the net assets available to each class of share calculated in accordance with International Financial Reporting Standards, are as follows:

Net asset value Net assets Net asset value Net assets
per share available per share available
30 June 30 June 31 December 31 December
2015 2015 2014 2014
Pence £000 Pence £000
17,688,480 Ordinary shares of £0.01 each
in issue (2014:17,378,480) 177.63 31,418 195.80 34,027
21,949,735 Zero Dividend Preference shares
of £0.01 each in issue* (2014:21,565,054) 214.99 47,190 208.53 44,970

*Classified as a liability.

The net asset value per share and the net assets available to each class of share calculated in accordance with the Articles of Association, are as follows:

Net asset value Net assets Net asset value Net assets
per share available per share available
30 June 30 June 31 December 31 December
2015 2015 2014 2014
Pence £000 Pence £000
17,688,480 Ordinary shares of £0.01 each
in issue (2014:17,378,480) 177.83 31,455 196.23 34,102
21,949,735 Zero Dividend Preference shares
of £0.01 each in issue* (2014:21,565,054) 214.82 47,153 208.18 44,895

*Classified as a liability.

5.    Taxation charge

The taxation charge of £166,000 (30 June 2014: £137,000 and 31 December 2014: £222,000) relates to irrecoverable overseas taxation.

6.    Investment management fee charged by Premier Fund Managers Limited

(Unaudited) (Unaudited) (Audited)
Six months to Six months to Year ended
30 June 30 June 31 December
2015 2014 2014
£000 £000 £000
Basic fee:
40% charged to revenue 156 148 301
60% charged to capital 235 226 455
391 374 756

7.    Section 1158 of the Income and Corporation Tax Act 2010

It is the intention of the Directors to conduct the affairs of the Company so that they satisfy the conditions for approval as an investment trust company set out in section 1158 of the Income and Corporation Tax Act 2010.

8.    Post balance sheet event.

On 28 July 2015, by way of a tap issue in response to market demand, PEWT Securities PLC allotted and issued 496,364 New Zero Dividend Preference shares of 1 pence each par value for cash, at a price of 217 pence per share. On the same day Premier Energy and Water Trust PLC allotted and issued 400,000 New Ordinary shares of 1 pence each par value for cash, at a price of 169.75 pence per share.

Interim Management Report

Premier Energy and Water Trust PLC is required to make the following disclosures in its half year report:

PRINCIPAL RISKS AND UNCERTAINTIES

The Board believes that the principal risks and uncertainties faced by the Company continue to fall into the following categories:

• Structure of the Company and gearing    • Discount volatility

• Dividend levels • Operational

• Currency risk   • Accounting, legal and regulatory

• Liquidity risk  • Political and regulatory

• Market price risk  

Information on each of these is given in the Strategic Report in the Annual Report for the year ended 31 December 2014.

Alternative Investment Fund Management Directive (“AIFMD”)

The Company was entered in the register of small registered UK AIFMs with effect from 23 June 2014, under the Alternative Investment Fund Managers Regulations 2013 (“AIFMRs”). On 30 December 2014 the Company advised the Financial Conduct Authority that the value of its assets under management had exceeded the 100 million Euro threshold for the first time on 23 December 2014 and therefore it was the intention that the Company would be appointing Premier Portfolio Managers Limited (“PPM”) as its Alternative Investment Fund Manager (“AIFM”) within 30 days commencing 23 December 2014.

On 20 January 2015 the Company announced that it had appointed PPM to act as its Alternative Investment Fund Manager (“AIFM”) pursuant to an Alternative Investment Fund Management Agreement entered into by the Company and the AIFM on 20 January 2015 (the “AIFM Agreement”).PPM has been approved as an AIFM by the UK’s Financial Conduct Authority. The investment management agreement entered into by the Company and Premier Fund Managers Limited (“PFM”) on 3 August 2011 (the “IMA”) has been terminated although PPM has delegated the portfolio management of the Company’s portfolio of assets to PFM. The AIFM Agreement is based on the IMA and differs to the extent necessary to ensure that the relationship between the Company and PPM is compliant with the requirements of AIFMD. The fees payable to PPM for acting as the Investment Manager and the notice period under the AIFM Agreement are unchanged from the IMA. PPM will receive a fixed fee of £20,000 per annum in respect of its appointment as the AIFM.

The Company and PPM have also entered into a depositary agreement with Northern Trust Global Services Limited (“NT”) pursuant to which NT has been appointed as the Company’s depositary for the purposes of AIFMD.

In accordance with AIFMD regulations the Company has published a pre investment disclosure document which can be found on the Company’s website at https://www.premierfunds.co.uk/media/59009/premier-energy-and-water-trust-pre-investment-disclosure-document-aifmd-.pdf.

RELATED PARTY TRANSACTIONS

The Directors are recognised as a related party under the Listing Rules and during the six months to 30 June 2015 fees paid to Directors of the Company totalled £41,000 (six months ended 30 June 2014 : £41,000 and year to 31 December 2014: £82,000).

GOING CONCERN

The Directors believe, having considered the Company’s investment objectives, risk management policies, capital management policies and procedures, nature of the portfolio and income and expenditure projections, that the Company has adequate resources, an appropriate financial structure and suitable management arrangements in place to continue in operational existence for the foreseeable future. For these reasons, they consider there is reasonable evidence to continue to adopt the going concern basis in preparing the accounts.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors are responsible for preparing the half year report, in accordance with applicable law and regulations. The Directors confirm that, to the best of their knowledge:

• The condensed set of Financial Statements within the Half-year Report has been prepared in accordance with IAS 34, “Interim Financial Reporting”, as adopted by the European Union; and

• The Interim Management Report includes a fair review of the information required by 4.2.7R (indication of important events during the first six months of the year) and 4.2.8R (disclosure of related party transactions and changes therein) of the FCA’s Disclosure and Transparency Rules.

For and on behalf of the Board.

Geoffrey Burns

Chairman

11 August 2015

Shareholder Information

SHARE PRICE AND PERFORMANCE INFORMATION

The Ordinary shares and Zero Dividend Preference shares are listed on the London Stock Exchange. Information about the Company and that of the other investment company managed by Premier, the Acorn Income Fund Limited, including current share prices can be obtained directly from:

www.premierfunds.co.uk

Contact Premier on 01483 400 400, or by e-mail to [email protected]

SHARE DEALING

Shares can be purchased through a stockbroker.

Information on the Premier ISA can be obtained by contacting Premier on 01483 400 400.

SHARE REGISTER ENQUIRIES

The register for the Ordinary shares and Zero Dividend Preference shares is maintained by Capita Registrars. In the event of queries regarding your holding, please contact the Registrar on 0871 664 0300 (calls cost 10p per minute plus network extras, lines are open Monday to Friday 9.00 a.m. to 5.30 p.m.); overseas +44 208 639 3399; or e-mail [email protected] Changes of name and/or address must be notified in writing to the Registrar.

STATEMENT REGARDING NON-MAINSTREAM INVESTMENT PRODUCTS

The Company currently conducts its affairs so that both the Ordinary shares issued by the Company and the Zero Dividend Preference shares issued by the Company’s wholly-owned subsidiary PEWT Securities PLC can be recommended by IFAs to retail investors in accordance with the FCA’s rules in relation to non-mainstream investment products and intends to continue to do so for the foreseeable future.

The Ordinary shares and the Zero Dividend Preference shares fall outside the restrictions which apply to non-mainstream investment products because they are excluded securities.

A member of the Association of Investment Companies.




Directors and Advisers

DIRECTORS
Geoffrey Burns (Chairman)
Ian Graham
Michael Wigley
Charles Wilkinson

INVESTMENT MANAGER*
Premier Fund Managers Limited
Eastgate Court
High Street
Guildford
Surrey GU1 3DE
Telephone: 01483 306 090
www.premierfunds.co.uk

Authorised and regulated by the
Financial Conduct Authority

SECRETARY AND REGISTERED OFFICE
Premier Asset Management Limited
Eastgate Court
High Street
Guildford
Surrey GU1 3DE
Telephone: Mike Nokes 0207 982 1260

COMPANY NUMBER
4897881

WEBSITE
www.premierfunds.co.uk

REGISTRAR
Capita Asset Services
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU
Telephone: 0871 664 0300
Overseas: +44 208 639 3399
E-mail: [email protected]

AUDITOR
Ernst & Young LLP
1 More London Place
London SE1 2AF

STOCKBROKER
N+1 Singer Advisory LLP
One Bartholomew Lane
London EC2N 2AX
Telephone: 0207 496 3000

ORDINARY SHARES
SEDOL 3353790GB
LSE   PEW.L
GIIN  W6S9MG.00000.LE.826

ZDP SHARES (issued by PEWT Securities PLC)
SEDOL       BPYP384GB
LSE   PEWZ.L
GIIN W6S9MG.00001.LE.826

* On 20 January 2015 the Company appointed Premier Portfolio Managers Limited as its Alternative Investment Fund Manager. Premier Portfolio Managers Limited has delegated the portfolio management of the Company’s portfolio of assets to Premier Fund Managers Limited.


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