TIDMGV2O
RNS Number : 2702E
Gresham House Renewable EnergyVCT2
28 June 2023
28 June 2023
Gresham House Renewable Energy VCT 2 PLC
("VCT 2", the "Company")
Half Year Results & Dividend Announcement
The Company is pleased to announce its half-year results for the
period ended 31 March 2023 ("Half Year Results") along with a
dividend of 16.5p per share.
Half Year Results
The Half Year Results are available on the Company's website at
https://greshamhouse.com/real-assets/new-energy/gresham-house-renewable-energy-vct-2-plc/
and will also be available for viewing shortly at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
Dividend
The Company is pleased to declare an interim dividend of 16.5p
per share. This dividend reflects the distribution of proceeds
arising from the 'Completion of Sale of Certain Solar Assets'
announcement on 27 April 2023.
The dividend will be paid on 28 July 2023 to Shareholders on the
register as at the close of business on 7 July 2023. The
ex-dividend date is 6 July 2023.
LEI: 213800GQ3JQE2M214C75
For further information, please contact:
Gresham House Asset Management renewablevcts@greshamhouse.com
Investor Relations Tel: 020 3837 6270
JTC (UK) Limited GreshamVCTs@jtcgroup.com
Company Secretary Tel: 020 3846 9774
Shareholder information
Performance summary
27 June 31 March 30 September 31 March
2023 2023 2022 2022
Pence Pence Pence Pence
------------------------------ ------- -------- ------------ --------
Net asset value per Ordinary
Share 87.6 91.2 90.0
------------------------------ ------- -------- ------------ --------
Net asset value per 'A' Share 0.1 0.1 0.1
------------------------------ ------- -------- ------------ --------
Cumulative dividends* 59.1 57.1 57.1
------------------------------ ------- -------- ------------ --------
Total Return* 146.8 148.4 147.2
------------------------------ ------- -------- ------------ --------
Share Price - Ordinary (GV2O) 85.0 85.0 85.0 87.0
------------------------------ ------- -------- ------------ --------
Share Price - A Shares (GV2A) 5.05 5.05 5.05 5.05
------------------------------ ------- -------- ------------ --------
* for a holding of one Ordinary Share and A Share
Dividends
Ordinary
Shares 'A' Shares Total
Pence Pence Pence
------------- ------------------ -------- ---------- ------
2011 Final 30 March 2012 3.5 - 3.5
------------- ------------------ -------- ---------- ------
2012 Final 28 March 2013 5.0 - 5.0
------------- ------------------ -------- ---------- ------
2013 Special 28 February 2014 7.3 3.7 11.0
------------- ------------------ -------- ---------- ------
2013 Final 28 March 2014 5.0 - 5.0
------------- ------------------ -------- ---------- ------
2015 Interim 18 September 2015 5.0 - 5.0
------------- ------------------ -------- ---------- ------
2016 Interim 16 September 2016 5.0 - 5.0
------------- ------------------ -------- ---------- ------
2017 Interim 15 September 2017 5.0 - 5.0
------------- ------------------ -------- ---------- ------
2018 Interim 14 December 2018 5.5 0.5 6.0
------------- ------------------ -------- ---------- ------
2019 Interim 20 December 2019 5.3 0.5 5.8
------------- ------------------ -------- ---------- ------
2020 Interim 31 December 2020 5.3 0.5 5.8
------------- ------------------ -------- ---------- ------
2022 Interim 27 January 2023 2.0 - 2.0
------------- ------------------ -------- ---------- ------
53.9 5.2 59.1
-------------------------------- -------- ---------- ------
The next dividend is expected to be paid in July 2023. For
further details, please see the Chairman's Statement.
Dividends are paid by the registrar on behalf of the VCT.
Shareholders who wish to have dividends paid directly into their
bank account and did not complete these details on their original
application form can complete a mandate form for this purpose.
Forms can be obtained from Link Asset Services.
Chairman's statement
I am pleased to present the Half-Yearly Report of Gresham House
Renewable Energy VCT2 plc (VCT) for the period ended 31 March
2023.
As reported in the Annual Report, the Board has continued to
work towards the Shareholder approved objective of realising the
Company's portfolio of assets in a manner that achieves a balance
between maximising net value received from the sale of assets and
making a timely return of capital. The Board is pleased to report
that in April 2023, a sale of two ground-mounted solar sites and
approximately 1,600 commercial and residential solar installations
to Downing Renewables & Infrastructure Trust plc for a cash
consideration of GBP12.6mn was concluded. The sale resulted in a
GBP0.7mn and 2.7p uplift in NAV per 'pair' of shares (before taking
into account costs associated with the sale that amounted to
GBP0.4mn per VCT) compared with the value held at 30 September
2022. The valuation of these assets in the NAV at 31st March 2023
reflects the consideration obtained for the sale of these assets,
including funds received at the SPV level. The Board continues to
market the remaining assets in the portfolio, and, subject to
resolving the questions in relation to the security of the grid
connection at South Marston (details below), is endeavouring to
reach a conclusion in an as timely manner as possible.
In terms of the performance of the portfolio, the conclusion of
extensive remedial works carried out at several sites in the
previous year has continued to yield benefits, with technical
performance across all sites matching forecasts. Despite this, and
the strong gain on the part sale of assets, the value of the
portfolio has fallen due to lower cashflows than forecast over the
last six months from the portfolio, a downgrade in inflation
expectations and longer term power price forecasts, as well as the
reductions in the value of the non-renewable assets. These falls,
coupled with the payment of a 2.0p dividend in January has resulted
in a NAV per 'pair' of shares of 87.7p at 31 March 2023 compared
with 91.3p per share at 30 September 2022.
Inflation has remained high throughout the six month period but
expectations for the future rate of inflation have decreased; and
although wholesale power prices have begun to fall, the portfolio
will continue to benefit from high power prices which have been
locked in for one to two years at the elevated levels of 2022. This
higher income per unit of generation, subject to technical
performance and consistent weather patterns, should result in
higher cash-flows available for dividends whilst the Company holds
these assets. The higher revenue is countered, to some degree, by
the debt service of the remaining debt facility also being indexed
to inflation, with an increase in inflation resulting in higher
interest charges and higher principal repayments.
Investment portfolio
In April 2023, the sale of two ground-mounted solar sites and
the rooftop solar portfolio consisting of five assets held directly
by the VCT were sold for proceeds of GBP4.9mn, and represented an
uplift of GBP0.7mn or 16.9% over their valuation at the start of
the financial year and this valuation has been used in these
accounts as the sale occurred so close to the period end. Excluding
the assets sold in April 2023, the remaining VCT portfolio
consisted of eleven investments, which were valued at GBP22.0mn.
There have been no follow-on investments and no further disposals
during the six month period.
The VCT portfolio as at 31 March 2023 is analysed (by value)
between the different types of assets as follows:
Ground mounted solar 84.8%
----------------------- -----
Rooftop solar* 11.0%
----------------------- -----
Small wind 4.2%
----------------------- -----
Non-renewable assets** 0.0%
----------------------- -----
* The full rooftop solar portfolio was sold in April 2023
** Non-renewable assets were fully impaired at 31 March 2023
The Board has reviewed the investment valuations at the
half-year and notes that the valuation of the remaining renewable
asset portfolio has decreased by GBP1.4mn or 6.0%. As indicated
earlier, the expectations for both the future rate of inflation and
power prices have fallen, but the portfolio also generated less
cash than expected.
The ground-mounted solar assets which account for most of the
value, performed under budget for the period, with that
underperformance being due entirely to lower than forecast
irradiation. The assets in fact exhibited better than forecast
technical performance when adjusted for the level of
irradiation.
Significantly higher power prices, compared to previous years,
have been locked into the VCT portfolio which will generate
stronger returns from the remaining portfolio in the near term. On
the other hand, the discount rates applied have increased in line
with recent rises in the Bank of England base rate. In addition,
the UK Government's levy on exceptional electricity generation
revenues of qualifying generating undertakings from the sale of
electricity, the Electricity Generator Levy (EGL), effectively
increases the marginal rate of taxation on electricity revenues
above GBP75 per megawatt-hour to 70%. Whilst the Company is below
the de minimis threshold at which the EGL applies, any future buyer
of the Company's solar farms is likely to be within the scope of
the EGL and therefore this could reduce the fair market value at
which any disposal would be likely to take place.
As reported in the Annual Report, the Company continues to make
progress to resolve the grid connection issue at the site in South
Marston. The appropriate planning permissions have now been
granted, and the effect of this is that it largely removes the
impediment to the potential sale of the asset and others within the
same debt facility, and thus should allow sale negotiations to
progress without this obstruction.
Venture Capital investments
The VCT also holds two investments outside the renewable energy
space and with a significantly higher risk profile namely bio-bean
Limited and Rezatec Limited. Disappointingly, due to sustained poor
trading conditions for its product, bio-bean entered administration
in April 2023 after the period end. Rezatec was also forced to
enter administration in May 2023 after unsuccessful capital raising
and trade sale processes. Both these investments have been
recognised in full as realised losses at 31 March 2023 and
represented a GBP0.4mn reduction in net asset value.
Further detail on the investment portfolio is provided in the
Investment Adviser's Report.
Net asset value and results
At 31 March 2023, the Net Asset Value (NAV) per Ordinary Share
stood at 87.6p and the NAV per 'A' Share stood at 0.1p, producing a
combined total of 87.7p per 'pair' of shares. The movement in the
NAV per 'pair' of shares during the half-year is detailed in the
table below:
Pence per
'pair'
of
shares
--------------------------------------------------------- ---------
NAV as at 1 October 2022 91.3
--------------------------------------------------------- ---------
Less payment of 30 September 2022 dividend on 27 January
2023 (2.0)
--------------------------------------------------------- ---------
Valuation increase on assets held at 31 March 2023 and
sold in April 2023 2.7
--------------------------------------------------------- ---------
Valuation decrease on assets still held (6.9)
--------------------------------------------------------- ---------
Income less expenses 2.6
--------------------------------------------------------- ---------
NAV as at 31 March 2023 87.7
--------------------------------------------------------- ---------
Total dividends paid to date for a combined holding of one
Ordinary Share and one 'A' Share stand at 59.1p (September 2022:
57.1p). The NAV Total Return (NAV plus cumulative dividends) has
decreased by 1.1% in the six months and now stands at 146.8p.
Excluding the initial 30% VCT tax relief, this is compared to the
cost to investors in the initial fundraising of GBP1.00 or 70.0p
net of income tax relief.
The loss on ordinary activities after taxation for the half-year
was GBP435,000 (March 2022: GBP192,000 profit), comprising a
revenue profit of GBP702,000 (March 2022: GBP307,000) and a capital
loss of GBP1,137,000 (March 2022: GBP115,000) as shown in the
Income Statement.
Dividends
On 21 December 2022, the Board declared a dividend in respect of
the year ended 30 September 2022 of 2.0p per Ordinary Share. This
dividend was paid on 27 January 2023 to Shareholders on the
register at 6 January 2023.
To increase the Company's distributable reserves and facilitate
future dividend payments, the Directors obtained Shareholder
approval for a reduction of certain non-distributable reserves at
the AGM held on 27 April 2023. The implementation of such a
reduction of reserves is a Court led process and has taken some
months to enact. The Board is pleased to report that Court approval
for the cancellation took place on 23 May 2023 and following the
anticipated filing of relevant accounts, sufficient distributable
reserves will be available for dividend distributions to resume in
July 2023.
As a result of the partial sale of assets, the Board has
declared a dividend of 16.5 p per share payable on 28 July 2023 to
Shareholders that are on the Register of Members on 7 July 2023.
The total dividends paid to date for a combined holding of one
Ordinary Share and one 'A' Share will, including the 2.0p paid
January, increase to 75.6p (September 2022: 57.1p).
2023 Annual General Meeting (AGM)
The VCTs twelfth AGM was held on 27 April 2023 at 11.30 a.m. All
resolutions were passed by way of a poll.
Outlook
With a part sale of assets having been concluded in April 2023,
the Board will continue to make every effort to progress the sale
of the remaining assets in accordance with Shareholders' wishes as
expressed in the Continuation Vote in March 2021. The Board
continues to believe that the Company's Managed Wind-Down is in the
Shareholders' interests, so long as the assets are sold for a price
that reflects their value. That value could be adversely affected
if interest rates continue to rise and long term power prices
continue their downward trend. However in the meantime, high power
prices and high near term inflation, and better technical
performance, subject to any unforeseen events, will generate good
dividends for Shareholders in the near term.
Christian Yates
Chairman
27 June 2023
Investment Adviser's report
Portfolio highlights
Gresham House Renewable Energy VCT2 plc (VCT) remains
principally invested in the renewable energy projects that the VCT
and Gresham House Renewable Energy VCT1 plc (VCT1) have co-owned
for a period of ten to twelve years, depending on the asset, with
the value of these projects now representing 100% of the value of
the portfolio. The total generation capacity of assets co-owned by
the VCT as at 31 March 2023 was 34.3MWp. Post period end, 13MWp of
capacity was sold (on 26 April 2023) such that, going forward, the
VCT and VCT1 will own 21.3MWp. Given the materiality of the sale,
this report includes further details of the sale despite it being
post period end.
The sale involved two ground-mounted solar energy projects and
approximately 1,600 roof-mounted solar installations that were
owned jointly with VCT1. The price achieved by the VCT was higher
than the Net Asset Value reported for FY22.
The Investment Adviser continued to manage all the assets to
derive the best possible yield, whilst also supporting the Board of
the VCT and its advisers to advance the wider sale process of the
whole portfolio to a successful conclusion.
The Investment Adviser has repeated the valuation exercise for
the purpose of determining the Net Asset Value and has provided the
relevant information to the Directors of the VCT, who determine the
value of the assets. The assets sold (post period), have been
valued in the half yearly accounts at the level of the cash
proceeds to be received post period end. For the remaining assets,
the valuation presented in this half yearly report necessarily
reflects the Directors' view of the fair value of the assets which
incorporates potential costs (such as the EGL) a future acquirer
may incur through holding the assets as well as their view on the
levels of the other key assumptions that determine future
operational and financial performance.
The vast majority of the remaining assets held by the VCT
generate solar power. The solar portfolio is older than over 90% of
the total installed solar capacity in the UK, but their relative
age means that the assets enjoy higher government-backed incentives
than more recent solar installations.
During the half year, the total revenue from renewable energy
generation for the whole portfolio was GBP5.0mn (2022: GBP2.8mn)
with 56% of this from Feed in Tariff rates which are set by the
Government. The total revenue from the renewable assets was 3.9%
behind budget primarily due to lower than forecast solar
irradiation in the period.
The downside of the relatively mature age of the VCT's solar
assets is the additional maintenance required to keep them
operating effectively. Much of the additional maintenance and
upgrade works needed has been completed and the portfolio now
benefits from improved technical performance.
In terms of available energy resource, the year to date saw
solar irradiation at 3.5% below budget, with March in particular
seeing much less sunshine than in previous years.
In terms of the macroeconomic environment, the effects on the
portfolio are summarised below:
- Power prices in the market have been easing from the elevated
levels experienced in 2022, however this has had no impact on
revenue generation as the power price was fixed in 2022 when prices
were high. The value of these assets has however been negatively
impacted by the latest independent forecasts used in the valuation
having lower long term price projections than the levels assumed in
the year end valuation.
- With much of the portfolio's revenue being inflation linked,
higher and more sustained inflation increases the profitability of
the assets and therefore their value.
The VCT also held two investments in what were expected to be
growth businesses; bio-bean Limited, the world's largest recycler
of waste coffee grounds, and Rezatec Limited, a climate technology
company and software developer.
Both businesses regrettably failed to overcome the challenges
they had been experiencing in the last 18 months (mainly failure to
meet revenue growth rates) and both went into administration
shortly after the end of the half year.
Portfolio composition
31 March 2023 30 September 2022
---------------------- ---------------------
% of % of
Value Portfolio Value Portfolio
Asset type kWp GBP'000 value GBP'000 value
---------------------------- ------ ---------- ---------- --------- ----------
Ground mounted solar
(FiT)* 20,325 GBP19,334 71.9% GBP20,745 74.1%
---------------------------- ------ ---------- ---------- --------- ----------
Ground mounted solar
(ROC)** 8,699 GBP3,461 12.9% GBP3,262 11.7%
---------------------------- ------ ---------- ---------- --------- ----------
Total ground mounted
solar 29,024 GBP22,795 84.8% GBP24,007 85.8%
---------------------------- ------ ---------- ---------- --------- ----------
Rooftop solar (FiT) 4,288 GBP2,947 11.0% GBP2,425 8.7%
---------------------------- ------ ---------- ---------- --------- ----------
Total solar 33,312 GBP25,742 95.8% GBP26,432 94.5%
---------------------------- ------ ---------- ---------- --------- ----------
Wind assets (FiT) 1,030 GBP1,135 4.2% GBP1,156 4.1%
---------------------------- ------ ---------- ---------- --------- ----------
Total renewable generating
assets 34,342 GBP26,877 100.0% GBP27,588 98.6%
---------------------------- ------ ---------- ---------- --------- ----------
Venture capital investments N.A. GBP0 0% GBP392 1.4%
---------------------------- ------ ---------- ---------- --------- ----------
TOTAL 34,342 GBP26,877 100.0% GBP27,980 100.0%
---------------------------- ------ ---------- ---------- --------- ----------
* Feed in Tariff (FiT)
** Renewables Obligation Certificate (ROC)
The 34.3MWp of renewable energy projects held in the portfolio
of the VCT and VCT1 as at 31 March 2023 generated 9,188,369
kilowatt-hours of electricity over the half year, sufficient to
meet the annual electricity consumption of circa 2,300 homes. The
Investment Adviser estimates that the carbon dioxide savings
achieved by generating this output from solar and wind rather than
gas-fired power for instance, are equivalent to what circa 5,300
mature trees would remove from the atmosphere.
Portfolio summary
The portfolio value, and all of the income, is derived from the
renewable energy generation assets.
Renewable energy revenue by asset type
The performance against budget is shown below:
Budgeted Actual
revenue revenue % of Revenue
Asset type GBP GBP performance
--------------------------- --------- ---------- ------------
Ground mounted solar (FiT) 3,482,857 3,418,424 98.2%
--------------------------- --------- ---------- ------------
Ground mounted solar (ROC) 1,168,552 1,133,779 97.0%
--------------------------- --------- ---------- ------------
Roof mounted solar 342,632 293,515 85.7%
--------------------------- --------- ---------- ------------
Wind assets 230,981 177,670 76.9%
--------------------------- --------- ---------- ------------
TOTAL 5,225,022 5,023,388 96.1%
--------------------------- --------- ---------- ------------
The revenue is affected by:
- renewable energy resources (solar irradiation & wind);
- the technical performance of the assets; and
- the revenue per unit of energy generated.
The difference between budgeted and actual revenue is due to the
difference between forecast generation and actual generation as
power prices and tariff levels were known at the time of the
forecast.
The ground mounted solar assets which make up the bulk of the
portfolio post sale, performed 2.1% behind budget but significantly
ahead of the corresponding period in the prior financial year.
The actual income was 42.7% above the levels in the
corresponding period in the previous financial year, and this is
due to the high power prices that were locked in during last
summer.
Renewable energy resources
The portfolio is heavily weighted to solar (97% by capacity of
the renewable assets, and 96% by value of the total portfolio).
During the period, solar irradiation was 3.5% below budget.
Technical performance
The table below shows the technical performance, including the
impact of the lower irradiation, for each of the groups of
assets.
Actual output
kWh (in
% of the
Budgeted Actual Technical same period
Asset type output kWh output kWh performance last year)
--------------------------- ----------- ----------- ------------ -------------
Ground mounted solar (FiT) 5,616,431 5,512,527 98.2% 5,917,840
--------------------------- ----------- ----------- ------------ -------------
Ground mounted solar (ROC) 2,400,500 2,329,067 97.0% 2,441,622
--------------------------- ----------- ----------- ------------ -------------
Roof mounted solar 994,811 852,203 85.7% 934,415
--------------------------- ----------- ----------- ------------ -------------
Wind assets 642,972 494,572 76.9% 516,870
--------------------------- ----------- ----------- ------------ -------------
TOTAL 9,654,714 9,188,369 95.2% 9,810,747
--------------------------- ----------- ----------- ------------ -------------
Three of the six ground-mounted solar projects were repowered in
the last two years, and other repairs were carried out following
successful warranty claims. This has led to much improved
performance across the portfolio.
South Marston (4.97MW FiT) has historically sold all its power
to the Honda plant in Swindon. The Honda plant was closed in 2021
and closure is leading to changes in the grid connection
arrangements. The Investment Adviser is working with Honda,
Panattoni (the commercial real estate developer that intends to
acquire the site from Honda), and various advisers to ensure the
continuity of supply of power by the solar farm.
Panattoni is keen to make the solar power available to their
future tenants through the existing arrangements. These
arrangements will need to be finalised before a sale of the VCT's
remaining assets can be completed. The Investment Adviser is
working hard to put appropriate contracts in place to resolve this
issue, including a dedicated connection directly to Southern
Electric Power Distribution's network. A provision for the cost of
the new grid connection has been made in the financial forecast
that forms the basis of the valuation in this Report.
The small wind portfolio performed 23.1% lower than budget,
continuing the poor performance experienced in recent years. The
Investment Adviser attributes the poor performance to the turbines'
ability to capture the full wind resource having been overstated at
the time of installation. Small wind accounts for less than 5% of
the portfolio in terms of capacity.
The entire wind portfolio is composed of R9000 turbines, which
have generally performed satisfactorily and have the support of an
experienced O&M contractor with easy access to spare parts and
maintenance crews.
Revenue per kilowatt hour of renewable energy generated
The VCT's renewable assets benefit from both FiT and ROC
subsidies which provide revenues linked to the Retail Price Index
(RPI). The level of subsidies for solar assets has fallen over
recent years. For example, a solar park that was commissioned and
accredited for the FiT before the end of July 2011 currently
receives over 40p per kWh of electricity it produced, with
inflation increasing that above 45p from 1 April 2023. The
incentives for new solar capacity have fallen consistently since
the assets owned by the VCT were commissioned, and new solar
installations built today receive no subsidies relying on selling
power at market prices for their income.
56% of total revenues generated in the period were earned from
government backed incentives for generating renewable
electricity.
The FiT and ROC income that is fixed by the government is RPI
linked and not exposed to wholesale power prices, which is a
significant driver of value in the portfolio. This enabled the
portfolio to be largely insulated from the very significant
reduction in the wholesale price of electricity experienced during
the initial months of the pandemic in 2020. Despite government
backed revenues benefitting the portfolio at the time of low power
prices, when power prices subsequently increased significantly, the
assets were entered into fixed power price contracts of various
lengths. This further reduced the risk of variability in revenues
from wholesale power price volatility. This was beneficial when
coming out of the uncertainty of the pandemic, but it also meant
that the assets missed out on the increase in wholesale power
prices until the fixed price contracts started to expire in April
2022. The power purchase agreements (PPAs) were replaced or updated
with new prices valid for a further 1-2 years as they expired
during the previous financial year.
Total (power price plus subsidies) revenues per kWh generated by
the solar assets were slightly under 50p for the year ended 30
September 2022. These are projected to rise by over 50% in the
financial years ending 30 September 2023 and 30 September 2024 as a
result of fixing at attractive prices as set out above.
The significance of the government backed incentives, although
significantly lower than in previous years given the high ROC Power
Prices, is shown in the PDF version of the Interim Report.
Operating costs
The majority of the cost base is fixed and/or contracted under
long-term contracts and includes rent, business rates, and regular
O&M costs. Many of these costs have also risen in line with
inflation.
The main variable cost item is the repair and maintenance cost.
Repair and maintenance expenditure for the remaining solar panels
is covered by cash held in the maintenance reserve totalling
GBP0.7mn at the end of the half year. This reserve is revalued
every five years. The inverter reserve was used for the repowering
of the three ground mounted solar sites.
In the period, PSH, a new O&M contractor, was appointed for
the Wychwood and Parsonage assets to replace Silverstone which has
exited the O&M business. PSH has a strong and demonstrable
track record in maintaining solar projects and started at an
opportune time, as these smaller assets are now twelve years old,
with increased technical performance risk.
Venture Capital investments
The Investment Adviser is very disappointed to report that
bio-bean and Rezatec, the two venture capital investments the VCT
held, both went into administration shortly after the end of the
half year and, as a result, their value was marked down to
zero.
bio-bean had high operational leverage. It had used the proceeds
of the VCT's and other financial investors' investments to upgrade
its plant so that its margins could benefit from economies of scale
that would come from a growing supply of waste coffee grounds. The
pandemic affected deliveries and its ability to cut costs and
further funding rounds were not enough to save the company.
The VCT's other potential growth investment was in Rezatec, an
integrator of satellite based geospatial data for use in monitoring
agriculture, infrastructure and forestry assets. Rezatec's
management managed to achieve steady growth but far below the rate
envisaged in the business plan. A trade sale route was pursued last
year but this process failed to generate interest and the Directors
of the company were forced to take it into administration.
Portfolio valuation
Whilst the Investment Adviser is supporting the proposed sale of
the VCT's remaining renewable assets and notes that a binding offer
to purchase the assets will be the best indication of value,
consistent with prior years, the NAV of the remaining renewable
portfolio is derived from the discounted cash flows generated by
the renewable energy assets over their expected lifetimes, as well
as the cash held by the companies in the portfolio and the cash
held by the VCT.
The future cash flow projections for renewable assets are
impacted by:
- Renewable energy resource. The assumptions for solar irradiation
have not been changed but will be reviewed again at the
time of the full year valuation.
- Technical performance. As noted above, the repairs at Lake
Farm, Kingston Farm and Beechgrove Farm resolved their historic
performance issues, and therefore the mark-down to technical
performance assumptions that was applied a year ago, has
been partially reversed.
- Power prices. Power price forecasts that were initially
adversely impacted by COVID-19 rose last year to the highest
levels in the lifetime of the VCT.
The Investment Adviser was able to capitalise on advantageous
power prices by entering into new PPAs that have locked in high
prices for the next 15 to 20 months. The assets continue to earn
the levels forecast, but after the PPAs expire, the revenue that
the assets are expected to earn is forecast to fall from levels
expected six months ago. The Investment Adviser uses independent
forecasts for solar power capture prices published by Afry, a
leading consultant in the area.
The UK Government responded to the cost-of-living crisis, caused
in part by high energy bills for households and businesses, by
introducing the Electricity Generator Levy (EGL) that imposes a 45%
tax on exceptional revenues generated from the production of
wholesale renewable electricity. The VCT is not expected to be
directly impacted by the EGL as it falls below certain thresholds,
however potential buyers, including all of the parties who
submitted offers during the recent sales process, would not be
exempt from the EGL and would therefore have to account for its
impact in their offer prices. The EGL will be in effect from 1
January 2023 until 31 March 2028.
- Asset Life. The assets are valued based on the duration
of subsidies, the lease terms and the length of the planning
permissions, without assuming extensions. It will be appropriate
as the end of the lease terms get closer to approach landowners
and local planning authorities with a view to seeking extensions.
Running the assets for longer enhances value.
- Costs. Current costs for the assets are included, reflecting
all commercial negotiations, expectations for lower maintenance
costs after the older assets are repaired and the need
to account for the costs of repairs to equipment such as
switchgear and transformers that may be needed in the future.
- Corporation tax. The actual corporation tax paid (increasing
to 25%) will impact on the cash available to Shareholders.
- Inflation. With most of the revenues being linked to RPI,
any increase in inflation projections increases the overall
profitability, and therefore valuation of the assets. This
is offset to some degree, by debt service for the two debt
facilities also being indexed to inflation with an increase
in inflation resulting in higher interest charges. A long
run forecast of 3% has been used in the calculation of
the NAV.
The discount rates used to value the future cash flows have been
left unchanged and reflect the Investment Adviser's experience in
the market and evidence of third-party transactions.
Outlook
The Investment Adviser's continued focus is to maximise
generation and therefore revenues from the remaining assets, whilst
supporting the Directors' efforts to maximise the exit value for
Shareholders.
Work continues to de-risk the grid connection arrangements at
South Marston. Accepting the offer from the local Distribution
Network Operator for South Marston to connect to the grid at a
dedicated Point of Connection outside the former Honda site has
reduced the risk considerably.
The assets that were repaired through inverter and transformer
replacements demonstrate a sustained improvement in performance.
The generation outlook is therefore much improved. The Investment
Adviser remains vigilant for the purpose of spotting any signs of
degradation early so that the impact on availability can be managed
and reduced.
All but one of the remaining six ground mounted solar assets
came out of their fixed price PPAs during the last financial year,
which coincided with the spike in power prices. The Investment
Adviser entered into new fixed price PPAs for one or two year
durations for each of these assets.
The combined effect of inflation and power prices locked in at
high levels should translate into significantly improved revenue
and cashflow for the remaining assets over the next 1.5 years.
Total revenues per kWh generated by the solar assets are expected
to rise by more than 50% in the current financial year and the
financial year ending 30 September 2024 compared to the levels in
the last financial year ended 30 September 2022. Should generation
stay at the same levels as in the financial year, total revenues
will increase in the same proportion, with a corresponding impact
on cashflow after debt service.
Gresham House Asset Management Limited
27 June 2023
Unaudited Income Statement
For the six months ended 31 March 2023
Year ended
Six months ended 31 Six months ended 31 30 September
March 2023 March 2022 2022
---------------------------- ----------------------------
Revenue Capital Total Revenue Capital Total Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------------------- -------- -------- -------- -------- -------- -------- -------------
Income 1,024 - 1,024 597 - 597 712
(Losses)/gains on
investments - (1,103) (1,103) - (80) (80) 512
--------------------------- -------- -------- -------- -------- -------- -------- -------------
1,024 (1,103) (79) 597 (80) 517 1,224
Investment advisory
fees (103) (34) (137) (104) (35) (139) (269)
Other expenses (219) - (219) (186) - (186) (430)
--------------------------- -------- -------- -------- -------- -------- -------- -------------
(Loss)/profit on
ordinary activities
before taxation 702 (1,137) (435) 307 (115) 192 525
Tax on total comprehensive
income and ordinary
activities - - - - - - -
--------------------------- -------- -------- -------- -------- -------- -------- -------------
(Loss)/profit attributable
to equity Shareholders 702 (1,137) (435) 307 (115) 192 525
--------------------------- -------- -------- -------- -------- -------- -------- -------------
Earnings per Ordinary
Share 2.7p (4.3)p (1.6)p 1.2p (0.4)p 0.7p 2.0p
Earnings per 'A'
Share - - - - - - -
--------------------------- -------- -------- -------- -------- -------- -------- -------------
The total column within the Income Statement represents the
Statement of Total Comprehensive Income of the VCT prepared in
accordance with Financial Reporting Standards (FRS 102). The
supplementary revenue and capital return columns are prepared in
accordance with the Statement of Recommended Practice issued in
November 2014 (updated in July 2022) by the Association of
Investment Companies (AIC SORP).
A Statement of Total Recognised Gains and Losses has not been
prepared as all gains and losses are recognised in the Income
Statement as noted above.
Unaudited Balance Sheet
As at 31 March 2023
31 March 31 March 30 September
2023 2022 2022
Notes GBP'000 GBP'000 GBP'000
-------------------------------- ----- -------- -------- ------------
Current assets
Investments 9 26,877 27,388 27,980
Costs incurred on sale of VCT's
assets 542 387 480
Debtors 114 178 124
Cash at bank and in hand 24 2 1
-------------------------------- ----- -------- -------- ------------
27,557 27,955 28,585
Creditors: amounts falling due
within one year (2,472) (1,438) (2,542)
-------------------------------- ----- -------- -------- ------------
Net current assets 25,085 26,517 26,043
-------------------------------- ----- -------- -------- ------------
Creditors: amounts falling due
after more than one year (2,162) (2,969) (2,162)
-------------------------------- ----- -------- -------- ------------
Net assets 22,923 23,548 23,881
-------------------------------- ----- -------- -------- ------------
Capital and reserves
Called up share capital 71 71 71
Share premium 8 9,734 9,734 9,734
Treasury shares 8 (3,403) (3,403) (3,403)
Capital redemption reserve 8 1 1 1
Special reserve 8 4,290 4,813 4,813
Revaluation reserve 8 16,158 14,974 16,869
Capital reserve - realised 8 (4,043) (2,282) (3,617)
Revenue reserve 8 115 (360) (587)
-------------------------------- ----- -------- -------- ------------
Equity Shareholders' funds 22,923 23,548 23,881
-------------------------------- ----- -------- -------- ------------
Net asset value per Ordinary
Share 87.6p 90.0p 91.2p
-------------------------------- ----- -------- -------- ------------
Net asset value per 'A' Share 0.1p 0.1p 0.1p
-------------------------------- ----- -------- -------- ------------
87.7p 90.1p 91.3p
-------------------------------- ----- -------- -------- ------------
The financial statements of Gresham House Renewable Energy VCT2
plc were approved and authorised for issue by the Board of
Directors and were signed on its behalf by:
Christian Yates
Chairman
Company number: 07378395
Date: 27 June 2023
Unaudited Statement of Changes in Equity
For the six months ended 31 March 2023
Called Capital
up Capital reserve
share Share Treasury redemption Special Revaluation - Revenue
capital premium shares reserve reserve reserve realised reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
-------------------- -------- -------- -------- ----------- -------- ----------- --------- -------- --------
As at 30 September
2021 71 9,734 (3,403) 1 4,813 15,054 (2,247) (667) 23,356
Total comprehensive
income - - - - - 1,815 (1,370) 80 525
-------------------- -------- -------- -------- ----------- -------- ----------- --------- -------- --------
As at 30 September
2022 71 9,734 (3,403) 1 4,813 16,869 (3, 617) (587) 23,881
-------------------- -------- -------- -------- ----------- -------- ----------- --------- -------- --------
Total comprehensive
loss - - - - - (711) (426) 702 (435)
Transactions with
owners
Dividend paid - - - - (523) - - - (523)
-------------------- -------- -------- -------- ----------- -------- ----------- --------- -------- --------
As at 31 March
2023 71 9,734 (3,403) 1 4,290 16,158 (4,043) 115 22,923
-------------------- -------- -------- -------- ----------- -------- ----------- --------- -------- --------
Unaudited Statement of Cash Flows
For the six months ended 31 March 2023
31 March 31 March 30 September
2023 2022 2022
GBP'000 GBP'000 GBP'000
------------------------------------------- -------- -------- ------------
Cash flows from operating activities
(Loss)/profit on ordinary activities
before taxation (435) 192 525
Losses/(gains) on investments 1,103 80 (512)
Dividend income (998) (570) (659)
Interest income (26) (27) (54)
Interest income - written off - - 79
(Increase)/decrease in other debtors (2) 7 (2)
Increase/(decrease) in other creditors 89 (178) 83
------------------------------------------- -------- -------- ------------
Net cash outflow from operating activities (269) (496) (540)
------------------------------------------- -------- -------- ------------
Cash flows from investing activities
Purchase of investments - (68) (68)
Costs incurred on sale of VCT's assets (221) (51) (109)
Interest received 38 17 29
Dividend income received 998 570 659
------------------------------------------- -------- -------- ------------
Net cash inflow from investing activities 815 468 511
------------------------------------------- -------- -------- ------------
Net cash inflow/(outflow) before financing
activities 546 (28) (29)
Cash flows from financing activities
Equity dividends paid (523) - -
------------------------------------------- -------- -------- ------------
Net cash outflow from financing activities (523) (28) -
------------------------------------------- -------- -------- ------------
Net increase/(decrease) in cash 23 (28) (29)
Cash and cash equivalents at start of
period 1 30 30
------------------------------------------- -------- -------- ------------
Cash and cash equivalents at end of
period 24 2 1
------------------------------------------- -------- -------- ------------
Cash and cash equivalents comprise
Cash at bank and in hand 24 2 1
------------------------------------------- -------- -------- ------------
Total cash and cash equivalents 24 2 1
------------------------------------------- -------- -------- ------------
Summary of Investment Portfolio and Movements
For the six months ended 31 March 2023
Investment portfolio as at 31 March 2023
Valuation
Qualifying and movement % of
partially qualifying Cost Valuation in period portfolio
investments Operating sites Sector GBP'000 GBP'000 GBP'000 by value
-------------------------- ---------------------- ----------------- -------- --------- ---------- ----------
Assets remaining
post-sale in
April 2023:
South Marston,
Lunar 2 Limited(1) Beechgrove Ground solar 1,330 14,225 (1,046) 52.9%
Kingston Farm,
Lunar 1 Limited(1) Lake Farm Ground solar 125 2,328 (76) 8.7%
New Energy Era Wychwood Solar
Limited Farm Ground solar 884 1,608 (228) 6.0%
Tumblewind Limited(1),(3) Priory Farm Small wind/solar 1,188 1,537 16 5.7%
Vicarage Solar
Limited Parsonage Farm Ground solar 871 1,174 (62) 4.4%
HRE Willow Limited HRE Willow Small wind 875 706 (2) 2.6%
Minsmere Power
Limited Minsmere Small wind/solar 975 303 (8) 1.1%
Small Wind Generation
Limited Small Wind Generation Small wind 975 126 (9) 0.5%
Rezatec Limited(2) United Kingdom Clean energy 1,000 - (67) 0.0%
bio-bean Limited(2) Cambridgeshire Clean energy 695 - (325) 0.0%
Lunar 3 Limited(1) Ground solar 1 - - 0.0%
-------------------------------------------------- ---------------- -------- --------- ---------- ----------
8,919 22,007 (1,807) 81.9%
------------------------------------------------------------------- -------- --------- ---------- ----------
Assets sold
in April 20233:
Ayshford Solar
(Holding) Limited1 Ayshford Ground solar 826 1,923 183 7.1%
Gloucester Wind
Limited Gloucester Roof solar 1,000 941 151 3.5%
Hewas Solar Limited Hewas Roof solar 1,000 919 176 3.4%
St Columb Solar
Limited St Columb Roof solar 650 653 125 2.4%
Penhale Solar
Limited Penhale Roof solar 825 434 69 1.6%
-------------------------- ---------------------- ----------------- -------- --------- ---------- ----------
4,301 4,870 704 18.0%
------------------------------------------------------------------- -------- --------- ---------- ----------
13,220 26,877 (1,103) 99.9%
------------------------------------------------------------------- -------- --------- ---------- ----------
Cash at bank
and in hand 24 0.1%
--------------------------------------------------------------------- -------- --------- ---------- ----------
Total investments 26,901 100.0%
--------------------------------------------------------------------- -------- --------- ---------- ----------
(1) Partially qualifying investment.
(2) These investments were permanently impaired during the
period. GBP325,000 of the valuation movement in bio-bean Limited
and GBP67,000 of the valuation movement in Rezatec Limited have
been recognised as a realised loss.
(3) These assets were realised after the period end in April
2023. The sale included solar assets held within Tumblewind
Limited, however the VCT still retains Small wind assets within
Tumblewind Limited. Further details are contained in the Chairman's
Statement and note 12 - Events after the end of the reporting
period.
All venture capital investments are incorporated in England and
Wales.
Gresham House Renewable Energy VCT1 plc, of which Gresham House
Asset Management Limited (GHAM) is the Investment Adviser, holds
the same investments as above.
Notes to the Unaudited Financial Statements
1. General information
Gresham House Renewable Energy VCT2 plc (the VCT) is a Venture
Capital Trust established under the legislation introduced in the
Finance Act 1995 and is domiciled in the United Kingdom and
incorporated in England and Wales.
At the General Meeting on 13 July 2021 a formal decision was
made to wind the VCT up, therefore the financial statements have
since been prepared on a non-going concern basis.
2. Accounting policies - Basis of accounting
The unaudited half-yearly results cover the six months to 31
March 2023 and have been prepared in accordance with the accounting
policies set out in the annual accounts for the year ended 30
September 2022 which were prepared under FRS 102 "The Financial
Reporting Standard applicable in the UK and Republic of Ireland"
and in accordance with the Statement of Recommended Practice (SORP)
"Financial Statements of Investment Trust Companies and Venture
Capital Trusts" issued by the Association of Investment Companies
(AIC) in November 2014 and revised in October 2019 (updated in July
2022) (SORP) as well as the Companies Act 2006.
3. All revenue and capital items in the Income Statement derive from continuing operations.
4. The VCT has only one class of business and derives its income
from investments made in shares, securities and bank deposits.
5. Net asset value per share at the period end has been
calculated on 26,133,036 Ordinary Shares and 39,463,845 'A' Shares,
being the number of shares in issue at the period end, excluding
Treasury Shares.
6. Return per share for the period has been calculated on
26,133,036 Ordinary Shares and 39,463,845 'A' Shares, being the
weighted average number of shares in issue during the period,
excluding Treasury Shares.
7. Dividends
Period ended Year ended
31 March 30 September
2023 20222
Revenue Capital Total Total
GBP'000 GBP'000 GBP'000 GBP'000
--------------------- -------- -------- ------------ -------------
Dividends paid
2022 Ordinary - 2.0p - 523 523 -
--------------------- -------- -------- ------------ -------------
- 523 523 -
--------------------- -------- -------- ------------ -------------
8. Reserves
Period ended Year ended
31 March 30 September
2023 2022
GBP'000 GBP'000
--------------------------- ------------ -------------
Share premium 9,734 9,734
Treasury shares (3,403) (3,403)
Capital redemption reserve 1 1
Special reserve 4,290 4,813
Revaluation reserve 16,158 16,869
Capital reserve-realised (4,043) (3,617)
Revenue reserve 115 (587)
--------------------------- ------------ -------------
22,852 23,810
--------------------------- ------------ -------------
The Special reserve is available to the VCT to enable the
purchase of its own shares in the market without affecting its
ability to pay dividends. The Special reserve, Capital reserve -
realised and Revenue reserve are all distributable reserves. At 31
March 2023, distributable reserves were GBP362,000 (30 September
2022: GBP609,000).
9. Investments
The fair value of investments is determined using the detailed
accounting policies as referred to in note 2.
The VCT has categorised its financial instruments using the fair
value hierarchy as follows:
Level 1 reflects financial instruments quoted in an active market;
Level 2 reflects financial instruments that have prices that are
observable either directly or indirectly; and
Level 3 reflects financial instruments that use valuation
techniques that are not based on observable market data (unquoted
equity investments and loan note investments).
Level Level Level 31 March Level Level Level 30 September
1 2 3 2023 1 2 3 2022
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
---------------- ------- ------- ------- -------- ------- ------- ------- ------------
Unquoted loan
notes - - 893 893 - 960 960 893
Unquoted equity - - 25,984 25,984 - - 27,020 27,020
---------------- ------- ------- ------- -------- ------- ------- ------- ------------
- - 26,877 26,877 - - 27,980 27,980
---------------- ------- ------- ------- -------- ------- ------- ------- ------------
Reconciliation of fair value for Level 3 financial instruments
held at the period end:
Unquoted Unquoted
loan notes equity Total
GBP'000 GBP'000 GBP'000
---------------------------------------- ----------- -------- --------
Balance at 30 September 2022 960 27,020 27,980
Movements in the income statement:
Unrealised loss in the income statement - (711) (711)
Realised loss in the income statement (67) (325) (392)
---------------------------------------- ----------- -------- --------
Balance at 31 March 2023 893 25,984 26,877
---------------------------------------- ----------- -------- --------
10. Risks and uncertainties
Under the Disclosure and Transparency Directive, the Board is
required in the VCT's half-year results to report on principal
risks and uncertainties facing the VCT over the remainder of the
financial year.
The Board has concluded that the key risks facing the VCT over
the remainder of the financial period are as follows:
(i) investment risk associated with investing in small and immature businesses;
(ii) market risk in respect of the various assets held by the investee companies;
(iii) failure to maintain approval as a VCT;
(iv) risk surrounding the sale of the VCT's solar assets; and
(v) economic risk due to several factors including the Russian
Federation's invasion of Ukraine
In order to make VCT qualifying investments, the VCT has to
invest in small businesses which are often immature. The Investment
Adviser follows a rigorous process in vetting and careful
structuring of new investments and, after an investment is made,
close monitoring of the business is conducted. The Investment
Adviser also seeks to diversify the portfolio to some extent by
holding investments which operate in various sectors. The Board is
satisfied with this approach.
The VCT's compliance with the VCT regulations is continually
monitored by the VCT Status Adviser, who reports regularly to the
Board on the current position. The VCT has reappointed Philip Hare
& Associates LLP as VCT Status Adviser, who will work closely
with the Investment Adviser and provide regular reviews and advice
in this area. The Board considers that this approach reduces the
risk of a breach of the VCT regulations to a minimal level.
There is a risk that the VCT's solar assets may not be realised
at their carrying value, and the sale commissions, such as
liquidation costs and other costs associated with the realisation
of the VCT's assets, may reduce cash available for distribution to
Shareholders. Furthermore, there is a risk that the sale of the
VCT's assets may prove materially more complex than anticipated
which may delay distribution of proceeds to Shareholders. To
mitigate these risks, the VCT's Board has engaged several experts
in this field to ensure that a timely and appropriate sale price is
achieved. In addition, the Board reviews quarterly cash flow
forecasts, prepared by the Investment Adviser, and has considered
the impact of additional costs likely to be incurred during the
managed wind-down of the VCT.
The Board has considered the Russian Federation's invasion of
Ukraine and the impact of the increasing inflation on the VCT. The
higher inflation outlook, whilst of concern from the point of view
of the wider UK and global economy, is positive for the owners of
subsidised UK renewable assets. Although most costs also rise in
line with inflation, as does the cost of servicing the two debt
facilities, of which one continues after the sale of assets in
April 2023, the net benefit of increased inflation is strongly
positive since it increases the inflation linked revenues more than
it increases the costs. It is however very challenging to predict
the future course of inflation, with the range of forecasts for
medium to long-term inflation being very diverse.
11. Going concern
At the General Meeting on 13 July 2021 a formal decision was
made to wind the VCT up.
In assessing the VCT as a going concern, the Directors have
considered the forecasts which reflect the proposed strategy for
portfolio investments and the results of the continuation votes at
the AGM and General Meeting held on 22 March 2021 and 13 July 2021
respectively.
Although the continuation vote was passed by VCT1 at the AGM,
there were a significant number of votes against this resolution
and the Shareholders of this VCT voted against continuation. This
required the VCTs to draw up proposals for voluntary liquidation,
reconstruction or other re-organisation for consideration by the
members at the General Meeting held on 13 July 2021. At this
meeting the proposed special resolution was approved by
Shareholders, resulting in the VCT entering a managed wind-down and
a new investment policy replacing the existing investment policy.
The Board agreed to realise the VCT's investments in a manner that
achieves balance between maximising the net value received from
those investments and making timely returns to Shareholders.
Given a formal decision has been made to wind the VCT up, the
financial statements have since been prepared on a basis other than
going concern. The Board notes that the VCT has sufficient
liquidity to pay its liabilities as and when they fall due, during
the managed wind-down, and that the VCT has adequate resources to
continue in business until the formal liquidation and wind-up
commences.
12. Events after the end of the reporting period
In April 2023, the sale of one ground-mounted solar site and the
"rooftop solar" portfolio consisting of five VCT portfolio
investments were sold by the VCT for proceeds of GBP4.9mn. A
further ground-mounted solar site held within the VCT's Tumblewind
investment was sold as part of this sale. The VCT however still
retains small wind assets within Tumblewind Limited. As part of the
sale, creditor loans totalling GBP0.7mn owed to the sold sites,
were forgiven and costs incurred on this part sale of assets
amounted to GBP0.4mn for the VCT.
13. The unaudited financial statements set out herein do not
constitute statutory accounts within the meaning of Section 434 of
the Companies Act 2006 and have not been delivered to the Registrar
of Companies.
14. The Directors confirm that, to the best of their knowledge,
the half-yearly financial statements have been prepared in
accordance with the "Statement: Half-Yearly Financial Reports"
issued by the UK Accounting Standards Board and the Half-Yearly
Report includes a fair review of the information required by:
a) DTR 4.2.7R of the Disclosure and Transparency Rules, being an
indication of important events that have occurred during the first
six months of the financial year and their impact on the condensed
set of financial statements, and a description of the principal
risks and uncertainties for the remaining six months of the year;
and
b) DTR 4.2.8R of the Disclosure and Transparency Rules, being
related party transactions that have taken place in the first six
months of the current financial year and that have materially
affected the financial position or performance of the entity during
that period, and any changes in the related party transactions
described in the last annual report that could do so.
15. Copies of the Half-Yearly Report will shortly be sent to
Shareholders who have elected this communication preference.
Further copies can be obtained from the VCT's registered office or
can be downloaded from
www.greshamhouse.com/real-assets/new-energy/.
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END
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