THIS ANNOUNCEMENT HAS BEEN DETERMINED TO CONTAIN INSIDE INFORMATION FOR THE PURPOSES OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014.
2 December 2022
Triple Point Energy Transition plc
("TENT" or the "Company" or, together with its subsidiaries, the "Group")
RESULTS FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2022
The Board of Triple Point Energy Transition plc (ticker: TENT) is pleased to announce its unaudited results for the six months ended 30 September 2022.
|
| 30 September 2022 | 31 March 2022 | 30 September 2021 |
| | | | |
| Net Asset Value ("NAV") | £100.3m | £96.1m | £94.5m |
| NAV per share | 100.26 pence | 96.12 pence | 94.50 pence |
| Value of the portfolio | £84.1m | £78.8m | £28.5m |
| Ongoing charges ratio (annualised)1 | 1.89% | 1.38% | 1.16% |
| Dividend declared per share | 2.75 pence | 5.50 pence | 2.75 pence |
| Capital committed awaiting deployment1 | £44.9m | £44.9m | - |
| Fully invested portfolio valuation (including commitments at cost)1 |
£129.0m |
£123.6m |
£28.5m |
1 Alternative performance measures
Highlights
· Dividends paid, in the six months ended 30 September 2022, substantially covered, at 0.98x, by cash flows generated from the portfolio, net of cash expenses and cash finance costs of the Group.
· The Company has declared an interim dividend for the period from 1 July to 30 September 2022 of 1.375 pence per Ordinary Share, payable on or around 6 January 2023 to holders of Ordinary Shares on the register on 16 December 2022.
· Total NAV return of 7.2% for the six months ended 30 September 2022 (31 March 2022: 4.9%, 30 September 2021: 0.4%).
· Weighted average project life remaining of 31.3 years, underpinned by strong contractual cashflows.
· Discount rate in respect of Hydroelectric Portfolio increased by 50bps.
· No impact expected from Electricity Generator Levy based on information published to date.
· Robust portfolio performance despite volatile markets.
· Further portfolio diversification via an additional investment in efficient lighting, completed post the period end.
· On 25 August 2022, shareholders approved an amended Investment Policy and associated change to the Company's name, which provides a broader mandate of "energy transition" reflecting better the nature of the current portfolio of investments and offering a greater number of opportunities for investment.
· Following the period end, on 28 October 2022, the Company's shares transferred to trading on the Premium Segment of the Main Market of the LSE and were admitted to the premium listing segment of the Official List of the Financial Conduct Authority.
John Roberts, the Company's Chair, commented:
"We are pleased to announce strong results for the six months ended 30 September 2022, which have been delivered during a period of extreme geo-politcal and economic volatility. The results reflect the strength and defensive nature of the portfolio, which has been constructed to faciliate the energy transition and help corporates to reduce their energy costs. "
For further information, please contact:
|
Triple Point Investment Management LLP
Jonathan Hick Ben Beaton
|
+44 (0) 20 7201 8989 |
| J.P. Morgan Cazenove (Corporate Broker)
William Simmonds / Jérémie Birnbaum (Corporate Finance) James Bouverat / Liam MacDonald-Raggett (Sales)
| +44 (0) 20 7742 4000 |
| Akur Limited (Financial Adviser)
Tom Frost Anthony Richardson Siobhan Sergeant
| +44 (0) 20 7493 3631 |
| Sapience Communications (PR Adviser)
Richard Morgan Evans Jamie Gittings |
+44 (0) 20 3195 3240 +44 (0) 73 0850 9608 |
LEI: 213800UDP142E67X9X28
Further information on the Company can be found on its website: http://www.tpenergytransition.com/
NOTES:
The Company is an investment trust which aims to invest in assets that support the transition to a lower carbon, more efficient energy system and help the UK achieve Net Zero.
Since its IPO in October 2020, the Company has made the following investments and commitments:
· Harvest and Glasshouse: provision of £21m of senior debt finance to two established combined heat and power ("CHP") assets, located on the Isle of Wight, supplying heat, electricity and carbon dioxide to the UK's largest tomato grower, APS Salads ("APS") - March 2021
· Spark Steam: provision of £8m of senior debt finance to an established CHP asset in Teesside supplying APS, as well as a further power purchase agreement through a private wire arrangement with another food manufacturer - June 2021
· Hydroelectric Portfolio (1): acquisition of six operational, Feed in Tariff ("FiT") accredited, "run of the river" hydroelectric power projects in Scotland, with total installed capacity of 4.1MW, for an aggregate consideration of £26.6m (excluding costs) - November 2021
· Hydroelectric Portfolio (2): acquisition of a further three operational, FiT accredited, "run of the river" hydroelectric power projects in Scotland, with total installed capacity of 2.5MW, for an aggregate consideration of £19.6m (excluding costs) - December 2021
· BESS Portfolio: commitment to provide a debt facility of £45.6m to a subsidiary of Virmati Energy Ltd (trading as "Field"), for the purposes of building a portfolio of four geographically diverse Battery Energy Storage System ("BESS") assets in the UK with a total capacity of 110MW - March 2022
· Energy Efficient Lighting (1): Funding of c.£1m to a lighting solutions provider to install efficient lighting and controls at a leading logistics company - September 2022.
· Energy Efficient Lighting (2): Commitment of c.£1m to a lighting solutions provider to install efficient lighting and controls at a leading logistics company, of which £0.3m invested to date - November 2022.
The Investment Manager is Triple Point Investment Management LLP ("Triple Point") which is authorised and regulated by the Financial Conduct Authority. Triple Point manages private, institutional, and public capital.
Following its IPO on 19 October 2020, the Company was admitted on the premium listing segment of the Official List of the Financial Conduct Authority and was admitted to trading on the Premium Segment of the Main Market of the London Stock Exchange on 28 October 2022. The Company was also awarded the London Stock Exchange's Green Economy Mark.
CHAIR'S STATEMENT
Introduction
On behalf of the Board, I am pleased to present the interim report of the Company covering the period from 1 April 2022 to 30 September 2022.
During the period, following approval by shareholders, the Company adopted a revised investment policy which broadened its scope, to cover the wider energy transition sector. The Company also changed its name to Triple Point Energy Transition plc, from Triple Point Energy Efficiency Infrastructure Company plc to better reflect the nature of our existing portfolio and the revised investment policy.
Investment Activity
During the period, the Company made an investment of over £1 million into accounts receivable financing, purchasing the rights to future receivable payments from a lighting service provider. The transaction funded the installation of Light Emitting Diodes ("LEDs") at a warehouse operated by one of the UK's leading logistics businesses.
At a time when many businesses are seeing significant increases in their energy bills, providing solutions that reduce energy costs and accelerate the transition to Net Zero are actions the Company is keen to accelerate.
This investment furthers the Company's diversification in the sources of income and types of technology.
Financial Results
The six months ended 30 September 2022 saw a high level of market volatility, manifesting at the end of the period in sharp rises in gilt and bond yields, high levels of inflation and growing concern around the depth and length of a recession. This has been reflected in bond markets through inverted yield curves and in equity markets through share price falls.
Despite the deterioration in the macroeconomic environment, the strong contractual and defensive nature of the Company's investment portfolio has facilitated a strong financial performance over the period.
We are delighted to have returned a NAV per share of 100.26 pence for the period ended 30 September 2022 (31 March 2022: 96.12 pence). This combined with the 2.75 pence per share dividends paid has delivered a total NAV return of 7.2% over the six months.
An improved outlook for power forecasts, by independent market advisors, along with the higher inflation expectations, from the Office for Budget Responsibility, underpinned a £4.8 million increase in the valuation of the portfolio. This has negated the impact of higher discount rates, which in the energy sector generally have started to increase following many years of compression.
Profit before tax was £6.9 million (30 September 2021: £0.4 million), with earnings per share of 6.88 pence (30 September 2021: 0.004 pence). Revaluation of the Company's wholly owned subsidiary contributed £5.0m to the profit before tax, with the balance being represented by earnings from the Hydroelectric and CHP Portfolios, offset by expenses incurred at Company level.
The operating expenses for the six months ended 30 September 2022 amounted to £0.9 million (31 September 2021: £0.6m). The Company's ongoing charges ratio ("OCR") is 1.89% (30 September 2021: 1.16%). In accordance with the Investment Management Agreement, following deployment of more than 75% of IPO proceeds, the management fee is now charged on full NAV. This has been the lead driver of the increase in the OCR versus the corresponding six months ended 30 September 2021, where it was charged in reference to deployed funds as the 75% threshold was not met until December 2021.
Distributions
Cash dividend cover, represented by cash income from the portfolio, net of Company and subsidiary expenses and finance costs, increased significantly to 0.98x in the six months ended 30 September 2022. This was facilitated by the maiden dividend distribution received from the Hydroelectric Portfolio and a full contribution, over the period, from investments completed in the year ended 31 March 2022.
As stated previously, the Board is targeting total dividends of 5.50 pence per share2 for the year ending 31 March 2023. We remain focused on our ambition that our dividend should be covered by cash earnings as soon as practicable, and to that end, note that this financial year will not only benefit from a full year of earnings from the Hydroelectric and CHP Portfolios, but will also benefit from income from the BESS Portfolio as the investment commitment is deployed.
Whilst the Company's share price has fallen along with other energy investment trusts following recent market turbulence, the substantially covered dividend, when considered alongside the growth in NAV over the period, shows the strong underlying fundamentals of the Company in the current operating environment. The Board continues to closely monitor the Company's share price discount to NAV and will keep under consideration the best interests of shareholders.
Notes:
2 The dividend and return targets stated are Pound Sterling denominated returns targets only and not a profit forecast. There can be no assurance that these targets will be met, and they should not be taken as an indication of the Company's expected future results.
Environmental, Social and Governance ("ESG")
The emphasis on energy transition is reflected in the sustainability and ESG approach adopted by the Investment Manager. Our focus remains on ensuring that the Investment Manager continues to integrate climate change into its investment decision making. Taking into account the risks and opportunities associated with climate change is important for protecting our assets and maximising their potential. The details of the Investment Manager's approach to ESG integration, including climate analysis and disclosures in line with Task Force on Climate related Financial Disclosure ("TCFD") will be reported in the annual report for the year ending 31 March 2023.
Post Balance Sheet
On 28 October 2022, the Company was admitted to the premium listing segment of the Official List of the Financial Conduct Authority and migrated to trading on the Premium Segment of the Main Market of the London Stock Exchange. This will enable the Company to attract capital from a wider range of investors, such as retail investors. In addition, admission to the Premium Listing Segment is a key criterion to facilitate the Company's inclusion in the FTSE indices. A small number of minor amendments to the investment policy were approved by the Board following discussions with the FCA regarding the migration. The investment policy can be found on the Company' website: https://www.tpenergytransition.com/investors/72/
In November 2022, the Company also committed to further follow-on investments of, c.£1 million into accounts receivable financing, purchasing the rights to future receivable payments from a lighting service provider. As at the date of this report £0.3m of that commitment has been deployed. The investments will enable the installation of LEDs at additional logistics warehouses, with the same counterparties as the previous efficient lighting transaction.
£5.5m of the BESS Portfolio facility commitment was deployed following the commissioning of the first energy storage asset in mid-November 2022.
Outlook
Significant economic volatility, centered around energy markets caused by the ongoing conflict in Ukraine has manifested itself in both higher wholesale energy prices in the UK and much of Europe, as well higher rates of inflation across the wider economy.
Market forecasters expect inflation and energy prices to remain elevated over the coming 12-24 months, which provides an attractive operating environment given the nature of its underlying revenues. These two factors have driven much of the increase in the forecast cashflows for the Group and accordingly the NAV uplift, as outlined above and covered in further detail in the Investment Manager's report. Given the forecast contraction in UK Gross Domestic Product over the coming 6-12 months, the attractiveness of energy infrastructure assets, where returns are typically not correlated to the wider economy and benefit from rising inflation, presents an attractive area of opportunity for investors.
This also facilitates attractive pipeline opportunities across a range of areas in the Company's target sectors, due to two factors. Firstly, the expected returns that can be achieved by generation and storage assets have increased, making more projects commercially viable. Secondly, higher energy prices are encouraging companies to reduce their energy costs through behind the meter solutions such as on-site solar and LED lighting to reduce demand.
Driven by these tailwinds, the Company has a pipeline of opportunities totalling £634m, with assets across a diverse range of transition technologies including solar, CHP, LED lighting, BESS, hydrogen electrolysers, electric vehicle charging, biomass and heat pumps.
The Review of Electricity Market Arrangements ("REMA") consultation that was launched during the period is the largest review of the electricity market for some decades, as it seeks to review in particular the way that electricity prices are set and over what geographic regions. Whilst the consultation has only recently closed, it would be reasonable to assume there will be a range of impacts on energy infrastructure, which further supports the rationale for the Company's strategy of owning and operating a diverse range of assets. The Company will continue to monitor the outcomes of the consultation closely.
The Company is reviewing the recently announced Electricity Generator Levy and awaits further detailed drafting of the relevant legislation in due course. Based on the information announced to date, the Company does not expect to be impacted by this levy.
John Roberts
Chair
1 December 2022
INVESTMENT MANAGER'S REPORT
Portfolio Performance
As at 30 September 2022, the Company had committed capital into 17 different assets spread across combined heat and power, hydroelectric power, battery energy storage and LED lighting.
Combined Heat and Power:
The investee companies have benefited from attractive trading conditions during the period, driven by the higher-than-expected prices seen on the wholesale electricity markets. The income stream from power trading is currently exceeding the revenues derived from the behind the meter contracts through the heat and power supply to the co-located glasshouses. The latest available projections from the investee companies, based on third party power market research forecasts, indicate continued attractive trading conditions over the projection period.
Hydroelectric:
The nine run of the river schemes forming the Hydroelectric Portfolio have generated a combined power output of 4,893 MWh of green electricity during the six month period to 30 September 2022.
During the period, the Investment Manager has been working with the long-standing partner operating the Hydroelectric Portfolio to renegotiate the operation and maintenance (O&M) contracts. The renegotiated contracts include more monitoring and reporting on agreed KPIs.
In parallel, the Investment manager has restarted the development of an optimisation project at the Loch Blair hydroelectric scheme. If consented, the construction of a small dam upstream of the plant intake will increase the generation from the newly created attenuation capacity.
BESS:
The development and construction of the Battery Energy Storage System Portfolio has continued during the period. The first asset reached Commercial Operations Date ("COD") in mid-November 2022, following sign off by the BESS operator and the independent technical advisor. This will enable the asset to benefit from the expected volatility in power markets over the upcoming winter period. The Investment Manager has been actively working with Field, the developer and sponsor, on the remaining three assets which are expected to be commissioned in H2 FY24.
LED:
During the period, the Company's lighting service partner completed the installation of LED lighting at a logistics warehouse, totalling c.£1m and in September the Company received the first monthly payment, with income contracted over the next five years. Since 30 September 2022, further funding commitments to the lighting specialist to enable the installation of LEDs at additional warehouses with the same counterparty have been made, with £0.3m drawn down in the post balance sheet period against these commitments and a further c.£0.8m expected in respect of further installations by the end of the financial year.
Pipeline
The Company invests across the energy infrastructure system, from supply to demand.
The three target segments for the Company are:
· Low Carbon Generation- as the UK moves to a lower carbon, decentralised, energy system as part of the transition to Net Zero. This will involve investing in renewable energy assets, rather than centralised fossil fuel generation.
· Transmission and Storage- the energy from renewables needs to be available to consumers when required, not based on the availability of wind, water and solar resources. Balancing the supply and demand for energy is vital in enabling the transition to Net Zero, for example through BESS.
· Onsite supply and demand reduction - reducing demand through "Behind the Meter" investments are an important factor in the transition to Net Zero, particularly at a time of higher energy prices. Technologies like solar PV enable business and consumers to generate their energy requirement on site, giving additional security of supply and lower cost energy. Technologies such as LED lighting enable customers to reduce the amount of energy consumed.
By investing across the energy infrastructure system, the Company enables its shareholders to benefit from a broad range of different risk and return profiles, as well as diversifying its exposure away from any one single technology or part of the power system. Accordingly, the Company has a pipeline of opportunities totalling £634m, with assets across a diverse range of transition technologies as demonstrated in the chart below.
Gearing
As at 30 September 2022, the Company had not drawn on the £40m Revolving Credit Facility ("RCF") that it secured in March 2022 at a fixed all-in drawn interest rate of 4.5% (excluding drawn monitoring fee of 0.25%). The RCF is expected to be largely drawn to fund BESS Portfolio commitments during FY24 as well as other future investments.
The RCF matures in March 2024 and the Company has been in discussions with the lender in relation to the extension of the facility. These discussions are expected to successfully conclude prior to 31 March 2023, with the lender having expressed appetite to extend. Given the rising interest rate environment, it is anticipated that the interest rate on the extension would increase when compared to the current borrowing rate. Based on current benchmark rates as at the date of this report, this is not forecast to alter the Company's ability to pay a covered dividend.
As at 30 September 2022, the undrawn RCF and group cash balances totalled £55.6m with remaining investment commitments of £44.9m.
Portfolio Valuation
The Investment Manager is responsible for carrying out the fair market valuation of the Group's investments. The Company engages Mazars as an external, independent, and qualified valuer to assess the validity of the discount rates used by the Investment Manager in the determination of fair value. Portfolio valuations are carried out on a semi-annual basis on 31 March and 30 September each year.
For non-market traded investments (being all the investments in the current portfolio), the valuation is based on a discounted cash flow methodology and adjusted in accordance with the International Private Equity Valuation Guidelines, where appropriate, to comply with IFRS 13 and IFRS 10, given the special nature of portfolio investments.
The valuation for each investment in the portfolio is derived from the application of an appropriate discount rate to reflect the perceived risk to the investment's future cash flows to give the present value of those cash flows. The Investment Manager exercises its judgement in assessing the expected future cash flows from each investment based on its expected life and the financial model produced by each project entity. In determining the appropriate discount rate to apply to a given investment the Investment Manager considers the relative risks associated with the revenues.
While Gilt yields rose sharply at the end of September 2022, in part, as a market reaction to the UK Government's mini budget of 23 September 2022, transaction discount rates, at 30 September 2022, did not reflect a similar increase. Accordingly, we have seen a smaller incremental change in discount rates relative to the change in the risk-free rate. The Company's choice of discount rates also reflects the approach taken to both power price and inflation forecasting.
For the six months ended 30 September 2022, the discount rates range from 5.50% to 8.25% (31 March 2022: 5.0% to 8.25%) and the weighted average portfolio discount rate is 6.41% (31 March 2022: 6.11%). This increase was driven by 50 bps increase in the discount rate used in the Hydroelectric Portfolio. If the BESS Portfolio had been fully drawn at 30 September 2022, the weighted average portfolio discount rate would have been c.7%.
The valuation of the portfolio by the Investment Manager and reviewed and supported by the Directors as at 30 September 2022 was £84.1 million (31 March 2022: £78.8 million).
Valuation movements
The CHP Portfolio has been held at par. The underlying risk-free rate has increased but conversely there has been a reduction in the in the risk premium attached to the borrowers. The CHP Portfolio performed strongly in the six months ended 30 September 2022, contributing to improved debt service cover ratios, beyond those anticipated at financial close, thereby supporting a par valuation. The latest forecasts prepared for the Company, by the borrower, also project an improved operating environment going forward, based on independent market forecasts for such assets. The CHP assets are in line with other similar energy assets over the same period and has led to a significant increase in the cash reserves of the borrowers, given the restrictions on distribution to shareholders under the terms of our debt.
The initial deployment into the BESS Portfolio continues to be valued at par as the initial drawdown took place on financial close in March 2022, with fair value being equal to the upfront costs incurred on the transaction.
The valuation of the energy efficient lighting portfolio has seen a write down of £0.1m due to an increase in the discount rate applied. The increase has been made in reference to recent comparable transactional activity, at the valuation date, being higher than the effective interest rate.
As a result of the majority of the debt investments being valued at or around par, the fair value movements for the six months ended 30 September 2022 are principally attributable to the equity investment into the Hydroelectric Portfolio. A breakdown of the movement in the Directors' valuation is detailed and explained below.
Valuation Movement in the six months ended 30 September 2022
The opening valuation as at 31 March 2022 was £78.8 million. Allowing for cash movements relating to investments completed in the six months ended 30 September 2022 (comprising a lighting as a service debt investment into energy efficient lighting of £1.1 million and £0.6 million of principal repayments from the CHP Portfolio), the rebased valuation as at 30 September 2022 was £79.3 million.
Each movement between the rebased valuation of £79.3 million and the 30 September 2022 valuation of £84.1 million is considered, in turn, below:
Inflation
The ongoing crisis in Ukraine, in addition to the multiple primary impacts felt in Ukraine itself, has driven an increase in energy and commodity prices. This, along with supply chain bottlenecks has continued to place significant upward pressure on inflation.
Given the quantum of the increase, consensus amongst the forecasters and broad increases across prices in multiple sectors, portfolio inflation assumptions have been updated. The methodology adopted in relation to inflation, for both RPI and CPI, follows the latest available (November 2022) Office for Budget Responsibility forecast for the 12 months from the 30 September 2022 valuation date. Thereafter, a long term 3.00% assumption is made in relation to RPI, dropping to 2.40% in 2031 to reflect the 0.60% reduction as RPI is phased out and replaced with CPIH.
Our long-term assumption for CPI remains at 2.25% and stays flat thereafter. We also model a power curve indexation assumption, as wholesale power prices are not intrinsically linked to consumers' prices, of 3.00% staying flat thereafter. The updated inflation assumptions have been accretive to the valuation of the Hydroelectric Portfolio by £4.1 million.
Power Prices
The valuation as at 30 September 2022 applies long-term, forward looking power prices from a leading third-party consultant. A blend of the last two quarters' central case forecasts is taken and applied. Where fixed price arrangements are in place, the financial model reflects this price for the relevant time and subsequently reverts to the power price forecast using the methodology described. The updated power price forecast has been accretive to the valuation of the Hydroelectric Portfolio by £2.7 million.
Discount Rates
The £2.4m reduction in the valuation of the portfolio, attributable to movement in discount rates, has been principally due to the Hydroelectric Portfolio. As at 30 September 2022 a discount rate of 5.50% has been applied to the Hydroelectric Portfolio (31 March 2022: 5.00%), and a discount rate of 6.50% in respect of the optimisation at the Loch Blair scheme, which is subject to further planning consents. The increase in the discount rate has been driven by a combination of a review of discount rates on recently completed comparable transactions and proprietary information derived from participation in market transactions and the elevated regulatory / policy risk.
Balance of Portfolio Return
This refers to the balance of valuation movements in the six months ended 30 September 2022 (excluding the above) which has been accretive to valuations of £0.4 million. The balance of portfolio return is calculated as the expected return, reflecting the net present value of future cashflows brought forward to the valuation date at the prevailing discount rate.
The main driver of the portfolio return has been a combination of the unwinding of the discount rate as it is brought forward to 30 September 2022, along with updated cost forecasts reflecting agreements entered, in relation to the Hydroelectric Portfolio during the six-month period.
Investment Commitment
As at 30 September 2022, the Company had outstanding investment commitments, in relation to the BESS Portfolio which has a total capacity of 110 MW.
| BESS asset | Battery hour duration | Location | Size in MW | Operational date |
| 1st BESS asset | One hour | North of England | 20 MW | November 2022 |
| 2nd BESS asset | Two hours | Scotland | 50 MW | H2 FY24 |
| 3rd BESS asset | Two hours | Wales | 20 MW | H2 FY24 |
| 4th BESS asset | One hour | South-East England | 20 MW | H2 FY24 . |
Please refer to Note 11 for further information
Fully Invested Portfolio Valuation
The valuation of the portfolio on a fully invested basis can be derived by adding the valuation at 31 March 2022 and the expected outstanding commitments are as follows:
| | | | £'000 |
| Portfolio valuation as at 30 September 2022 | | | 84,140 |
| Future investment commitments at cost | | | 44,941 |
| Portfolio valuation once fully invested | | | 129,081 |
Key Sensitivities
The following chart illustrates the sensitivity of the Company's NAV per share to changes in key input assumptions (with labels indicating the impact on the NAV in pence per share).
For each of the sensitivities, it is assumed that potential changes occur independently of each other with no effect on any other base case assumption, and that the number of investments in the portfolio remains static throughout the modelled life.
Financial Review
The Company applies IFRS 10 and qualifies as an investment entity. IFRS 10 requires that investment entities measure investments, including subsidiaries that are themselves investment entities, at fair value except for subsidiaries that provide investment services which are required to be consolidated.
The Company's single, direct subsidiary, TEEC Holdings, is the ultimate holding company for all the Company's investments.
It is, itself, an investment entity and is therefore measured at fair value.
NAV
The Company's NAV as well as the valuation of the investment portfolio are calculated semi-annually on 31 March and 30 September each year. Valuations are provided by the Investment Manager and are subject to review by Mazars with the other assets and liabilities of the Company calculated by the Administrator.
The NAV is reviewed and approved by the Board. All variables relating to the performance of the underlying assets are reviewed and incorporated in the process of identifying relevant drivers of the discounted cash flow valuation.
NAV Bridge for the six months ended 30 September 2022
The movement in NAV was driven by the following factors:
Investment income of £2.8 million comprising £1.6 million of interest income to TENT, via TEEC Holdings, from the interest on the CHP Portfolio and the shareholder loans to the Hydroelectric Portfolio together with a £1.1 million of dividend received, via TEEC Holdings, from distributions originating from the Hydroelectric Portfolio. Fund expenses of £0.9 million and dividends paid in the period of £2.8 million. The revaluation of the portfolio, via TEEC Holdings, contributed a further £5.0m to NAV. The aggregated impact of the investment income earned, company expenses, dividends paid and revaluation of the portfolio led to a 4.3% increase in NAV from £96.1 million to £100.3 million.
Operating Results
Profit before tax was £6.9 million (30 September 2021: £0.4 million), with earnings per share of 6.88 pence (30 September 2021: 0.004 pence). Revaluation of the Company's wholly owned subsidiary contributed £5.0m to the Profit before tax, with the remainder being represented by earnings from Hydroelectric and CHP Portfolios offset by expenses incurred at Company level. The earnings from the BESS Portfolio, which predominantly comprised non utilisation fees on the commitments awaiting deployment, and Energy Efficient Lighting Portfolio were recognized in their entirety at the Company's subsidiary, TEEC Holdings Limited, level together with subsidiary entity level expenses and finance costs. The portfolio earnings and expenses at subsidiary level are reflected within the £5.0 million revaluation.
Operating Expense and Ongoing Charges
The operating expenses for the six months ended 30 September 2022 amounted to £0.9 million (30 September 2021: £0.6m). The Company's ongoing charges ratio ("OCR") for the period is 1.89% (30 September 2021: 1.16%). Management fees are now charged on full NAV. This has been the predominate driver of the increase in the OCR, versus the corresponding six months ended 30 September 2021, during which the management fee was charged in reference to deployed funds in accordance with the Investment Management Agreement until deployment of IPO proceeds exceeded 75% (from December 2021) .
Cash Dividend Cover1
The Company measures dividend cover on a look through basis to include the income and operating expenses of TEEC Holdings, which is its wholly owned subsidiary. Summarised below are the cash income, cash expenses and finance costs incurred by the Company and TEEC Holdings in the six months ended 30 September 2022. The cashflow statement for the Company alone does not capture the total income and expenses of the Group as the interest income, financing costs and further expenses are received and paid for by TEEC Holdings.
| Operating Cash Income Received from Investments | |
Six months ended 30 September 2022 £'000 |
|
| | | | |
| CHP Portfolio - Loan Interest | | 1,570 | |
| Hydroelectric Portfolio - Dividend | | 1,148 | |
| Hydroelectric Portfolio - Loan Interest (Holdco) | | 613 | |
| BESS Portfolio - Non utilisation fees and drawn interest (Holdco) | | 637 | |
| Energy Efficient Lighting Portfolio - Lighting as a service (Holdco) | | 11 | |
| | | | |
| (A) Total Investment Cash | | 3,979 | |
|
| |
|
|
| Operating Cash Expenses and Finance Costs | |
|
|
|
| | |
|
| Company expenses - cash paid | | (915) |
|
| Subsidiary expenses - cash paid (Holdco) | | (169) |
|
| RCF Non utilisation fees - cash paid* (Holdco) | | (203) |
|
|
| |
|
|
| (B) Total Expenses and Finance Costs Cash | | (1,287) |
|
|
| |
|
|
| (C) (A - B) Net Cash | | 2,692 |
| (D) Dividends Paid | | (2,750) |
| (E) (C / - D) Cash Dividend Cover | | 0.98x |
1Alternative performance measure
*One off RCF arrangement fee cash paid in the six months ended 30 September 2022 of £454k excluded.
The Company's dividends paid in the six months ended 30 September 2022 of £2.8 million (2.750 pence per share) have been predominately covered by cash flows generated from the portfolio net of expenses and finance costs at company and subsidiary level.
The Company remains focused on dividend cover being in excess of 1.0x and note the Company, via its subsidiary, will benefit from additional operating cash contribution from further deployment of the £44.9 million commitments into the BESS Portfolio.
Sustainability and the approach to Environmental, Social and Governance
Triple Point as Investment Manager remains committed to best practice in responsible investment.
Sustainability Disclosures
A disclosure for the Company in line with the European Union's Sustainable Financial Disclosure Regulation ("SFDR") requirements for Article 6 and Article 8, is publicly available on our website https://www.tpenergytransition.com/. The Company keeps under review the Articles against which it discloses.
TENT publishes an annual Task Force on Climate-related Financial Disclosure (TCFD) report. The next disclosure will appear within the Company's annual report for the year ending 31 March 2023. Although not presently required to publish these disclosures, we believe it is important to provide transparency on our sustainability approach wherever possible.
TENT's approach and alignment to sustainable practices
The Investment Manager continues to review and evolve TENT's sustainability approach, reflecting the Investment Manager's belief that the process contributes value to the strategy and presents an opportunity to differentiate.
As the Company moves forward with its new name, there is a renewed focus on demonstrating alignment and success in contributing to the energy transition system. TENT will explicitly track asset selection against the UK Climate Change Committee ("CCC") 6th carbon budget balanced pathway.
| Asset type* | TENT universe alignment | UK CCC balanced pathway alignment |
| CHP Portfolio | Onsite energy generation & efficient consumption | Use of surplus electricity |
| Hydroelectric Portfolio | Distributed energy generation | Low carbon & decentralised |
| BESS Portfolio | Energy storage & distribution | A more flexible electricity system |
| Lighting solutions | Onsite energy generation & efficient consumption | Decarbonise industry |
* Based on current portfolio asset exposure
The Company's contribution to this energy transition view will be demonstrated using lifetime tCO2e avoided (to be reported in the annual report). Transition contribution will include embodied (for assets constructed under the Investment Manager's exposure) and Scope 3 carbon and this data will be estimated where it cannot yet be acquired and accounted for according to current Partnership for Carbon Accounting Financials ("PCAF") standards, or equivalent best practice if appropriate. On-going consideration of technology phase-out timelines will also be reflected in decision making and deal structure, to ensure no more than marginal exposure to technologies after any known phase out dates. As the Investment Manager identifies opportunities in Europe, the team will apply equivalent appropriate carbon budgets and phase out pathways.
Assessment of each investment for operational quality through additional ESG analysis and asset optimisation
Alongside ascertaining the energy transition alignment and scale for each investment, the wider operational ESG risks and opportunities associated with each asset are assessed using a combination of in-house expertise and materiality-based sustainability frameworks. Where weaker behaviours may be identified, these results will feed into asset optimisation activity, where the Investment Manager will look to use its investor influence to improve behaviours and outcomes (for example improving the avoided carbon, improving health & safety approaches and outcomes, improving community relations, identifying opportunities to benefit a just transition). Strong portfolio asset management is also expected to further increase the quality of the data available to evidence the outcomes of the assets in relation to the energy efficiency and transition theme and engagement work. Outcomes will continue to be reported as tCO2e avoided and an aggregated lifetime tCO2e avoided, in addition to asset specific outcomes including annual reporting of asset alignment to the Sustainable Development Goals.
Climate analysis
Our ESG analysis also includes climate analysis. Possible impacts of climate change on the investments are considered through scenario analysis in order to quantify the possible physical and financial impacts on an asset and establish a sensible path of mitigation.
The Investment Manager continues to develop and improve its approach to climate analysis, with a current focus on the development of transitional and physical risk registers and application of scenario analysis using dedicated tools. The annual TCFD report will contain details of the refined approach.
Sustainability transparency commitment
In summary, the Investment Manager remains committed to a strong approach to information sharing and oversight for sustainability across Triple Point and for TENT, as outlined in the disclosures committed to and the processes described. The Investment Manager will continue to review alignment to existing regulation and emergence of new regulation and endeavours to respond in a timely and appropriate way to all changes.
The Company will also share asset specific performance data which demonstrates alignment to the carbon transition pathway and contribution the Investment Manager has had in improving sustainability performance.
All related data and reporting will be provided annually.
Market Review
European energy markets have been going through a very volatile period. The ongoing conflict in Ukraine and the knock-on impact to the restriction of the supply of gas from Russia to Europe have pushed gas prices to unprecedented levels. This has further impacted inflation, which central banks are fighting through raising interest rates. Financial markets have been in turmoil.
The UK Government announced in October 2022 a new Energy Prices Bill to help households, businesses and others with energy costs. The Bill puts into law the support measures that have been announced over the last few months, including the Energy Price Guarantee for domestic consumers and the Energy Bill Relief Scheme for businesses and non-domestic properties. The Bill includes powers to stop volatile and high gas prices setting the cost of electricity produced by much cheaper renewables. A new Cost-Plus-Revenue Limit in England and Wales, if enacted would ensure consumers are not paying significantly more for electricity generated from renewables and nuclear and it will reduce the impact of the unprecedented wholesale prices on consumers.
However, on 17 November 2022 the UK Government elected to not avail itself of the provisions of the Energy Prices Bill but instead announced an Electricity Generator Levy on nuclear, renewables and biomass generation . The levy will apply to what the government believes to be exceptional generation receipts over £75 per MWh, albeit mitigated by an allowance, from 2023-2028. Such exceptional income would be taxed at a rate of 45%. The Company has considered the announcement and considers this not to impact its tax liabilities based on its projections, and it notes that the levy only applies to groups generating more than 100 GWh, which is in excess of the Hydroelectric Portfolio annual generation.
The UK Government is currently digesting the feedback from the consultation that took place between July and October 2022 on the Review of Electricity Market Arrangements to identify reforms needed to transition to a decarbonised, cost effective and secure electricity system. There are a range of options being considered to deliver an enduring electricity market framework that will work for businesses, industry and households. A move toward different forms of geographic pricing - either regional or nodal - has been put forward by the Electricity System Operator ("ESO"), National Grid, and others as a way to accelerate progress towards Net Zero. We consider that this would create both winners and losers and highlights the importance of a diversified portfolio of technologies spread across different parts of the UK. Other potential outcomes could be changes to Short Run Marginal Cost pricing, where gas generators no longer set the price for the whole generation fleet. It is expected that many of the complex reforms envisaged by REMA will take some years to progress and fully implement.
Finally, we are starting to see energy security concerns play a meaningful role in energy procurement, with a rise in our pipeline segment that focuses on on-site solutions, such as rooftop solar and battery storage located behind the meter. Given that some scenario forecasts by the ESO envisage temporary rota load shedding (blackouts) in January 2023, businesses are seeking to ensure they are less reliant on energy from the grid. This is in addition to the more obvious benefits of significantly cheaper and greener energy from such projects.
We remain confident in the long-term attractiveness of the energy transition sector, with Net Zero transition commitments enshrined in law in the UK, and believe TENT is well placed to take advantage of the opportunities that those commitments necessitate.
Outlook
The positive outlook for the Company is driven by three primary factors:
· Energy prices are forecast, by independent market forecasters, to remain at elevated levels over the medium term. For the existing portfolio, this offers the prospect of higher than budgeted returns. In respect of the Company's pipeline this offers particular opportunities in respect of the onsite generation and energy efficiency segment as businesses and consumers look to reduce their energy consumption and bills.
· Inflation is also expected to remain high over the next 12-24 months. In the event that inflation turns out to be higher than forecast in the Company's projections, this would be accretive to NAV given the component of RPI linked revenues in the Company's portfolio.
· The diversified business model of the Company leaves it well placed in the face of an increasingly uncertain regulatory environment. This has been evidenced by the recently announced Electricity Generation Levy which, based on information published to date, will not impact the Company. We also believe the Company is well placed in the face of further regulatory changes, such as those that might arise from REMA. The broader government focus on energy security and resilience, is also expected to benefit the Company's pipeline.
Jonathan Hick
TENT Fund Manager
Triple Point Investment Management LLP
1 December 2022
PRINCIPAL RISKS AND UNCERTAINTIES
The principal risks and uncertainties for the Company continue to be those outlined on pages 67 -73 of the Annual Report for the year ended 31 March 2022 and the Board expects those to remain valid for the remainder of the year. Below provides an update on any changes to the risks in the period.
Ability to raise additional finance (Net impact: Moderate to High, Likelihood: Moderate)
The impact and likelihood scores for this risk have increased in the period for two key reasons. The Company's share price is currently trading below the Net Asset Value, which impacts the Company's ability to issue shares, and potentially to fully implement the strategy. In response to the current share price, the Company continues to issue positive market announcements, to demonstrate the continued performance of the underlying assets and the dividend cover. Additionally, a strong pipeline of investment opportunities has been built, ready for when future capital becomes available.
The Company's RCF matures in March 2024, which presents a refinancing risk. The Company has been in discussions with the lender in relation to the extension of the facility. These discussions are expected to successfully conclude prior to 31 March 2023, with the lender having expressed appetite to extend. Given the rising interest rate environment, it is anticipated that the interest rate on the extension would increase when compared to the current borrowing rate. Based on current benchmark rates as at the date of this report, this is not forecast to alter the Company's ability to pay a covered dividend.
Weather changes impacting renewable energy production levels (Net Impact: Moderate, Likelihood: Moderate to High)
The increased seasonality of rainfall and river flows in the Scottish Highlands has the potential to improve or worsen the production levels in the Hydroelectric Portfolio. The Investment Manager has a programme of optimisation projects to smooth the impact of intermittent rainfall e.g. through the use of log barriers in key locations to expand the pooling storage of water reserves.
Since the last Annual Report, the following risks have been removed from the Principal Risks:
Geopolitical changes causing economic disruption
At the last reporting date, the Company considered the potential disruption to supply chains and energy markets from the invasion of Ukraine to be a notable risk. As this development has unfolded, the impact on the Company's portfolio has been limited.
Significant abortive costs in terms of financial cost and time
The Company does not consider abort costs to be a material risk given the nature of the assets in its pipeline and the exclusivity arrangements over pipeline that the Company benefits from.
Emerging risks
The emerging risks identified on page 73 of the Annual Report for the year ended 31 March 2022, continue to be closely monitored and below provides an update on how some of the emerging risks have developed in the period.
Change to energy market regulation and policies
On the 18 July 2022 the Government launched the Review of Electricity Market Arrangements ("REMA") consultation, which closed in October of this year. REMA could represent a material change in the way that energy prices are set, including de-coupling gas prices from renewables prices, reforming the capacity market and considering regional or nodal pricing. The Company believes its diversified portfolio of assets - with different technologies in different energy market segments, spread across different regions of the UK - leave it well positioned to withstand regulatory changes. It will continue to monitor REMA as it develops, which is expected to be over a number of years, noting the potential impacts could increase or decrease revenues for different asset classes.
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors confirm that to the best of their knowledge this condensed set of financial statements which have been prepared in accordance with IAS 34 as adopted by the UK, give a true and fair view of the assets, labilities, financial position and profit or loss of the Company. The operating and financial review includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8 of the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority namely: an indication of important events that have occurred during the period and their impact on the condensed financial statements and a description of the principal risks and uncertainties for the remaining six months of the financial year; and material related party transactions in the period as disclosed in Note 11.
The Directors, all of whom are independent and non-executive, are:
· Dr John Roberts (Chair)
· Rosemary Boot (Senior Independent Director)
· Sonia McCorquodale
· Dr Anthony White
Shareholder information is as disclosed on the Triple Point Energy Transition plc website.
Approval
This Directors' responsibilities statement was approved by the Board of Directors and signed on its behalf by:
John Roberts
Chair
1 December 2022
INDEPENDENT REVIEW REPORT TO TRIPLE POINT ENERGY TRANSITION PLC
Introduction
We have been engaged by the Company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 September 2022 which comprises the Interim Condensed Statement of Comprehensive Income, Interim Condensed Statement of Financial Position, Interim Condensed Statement of Changes in Equity, Interim Condensed Statement of Cash Flows and notes to Interim Financial Statements.
We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.
Directors' responsibilities
The half-yearly financial report is the responsibility of and has been approved by the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.
As disclosed in note 2, the annual financial statements of the Company will be prepared in accordance with UK adopted international accounting standards. The condensed set of financial statements included in this interim financial report has been prepared in accordance with UK adopted International Accounting Standard 34, ''Interim Financial Reporting''.
Our responsibility
Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.
Scope of review
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, ''Review of Interim Financial Information Performed by the Independent Auditor of the Entity'', issued by the Financial Reporting Council for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 September 2022 is not prepared, in all material respects, in accordance with UK adopted International Accounting Standard 34 and the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.
Use of our report
Our report has been prepared in accordance with the terms of our engagement to assist the Company in meeting its responsibilities in respect of half-yearly financial reporting in accordance with the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority and for no other purpose. No person is entitled to rely on this report unless such a person is a person entitled to rely upon this report by virtue of and for the purpose of our terms of engagement or has been expressly authorised to do so by our prior written consent. Save as above, we do not accept responsibility for this report to any other person or for any other purpose and we hereby expressly disclaim any and all such liability.
BDO LLP
Chartered Accountants
London
Date: 1 December 2022
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
Interim Condensed Statement of Comprehensive Income
For the six months ended 30 September 2022 (unaudited)
| |
| For the six months ended 30 September 2022 Unaudited |
| For the six months ended 30 September 2021 Unaudited |
| |||||||||||
| | Notes | Revenue | Capital | Total |
| Revenue | Capital | Total |
| |||||||
| | | £'000 | £'000 | £'000 |
| £'000 | £'000 | £'000 |
| |||||||
| | | | | | | | | | | |||||||
| Investment income | 3 | 2,793 | - | 2,793 | | 1,019 | - | 1,019 | | |||||||
| Profit / (loss) arising on the revaluation of investments at the period end | 9 | - | 5,016 | 5,016 | | - | (83) | (83) | | |||||||
| | | | | | | | | |
| |||||||
| Investment return | | 2,793 | 5,016 | 7,809 |
| 1,019 | (83) | 936 |
| |||||||
| | | | | | | | | | | |||||||
| Investment management fees | 4 | 326 | 109 | 435 | | 90 | 30 | 120 | | |||||||
| Other expenses | 4 | 482 | 10 | 492 | | 418 | 16 | 434 | | |||||||
| | | | | | | | | | | |||||||
| | | 808 | 119 | 927 | | 508 | 46 | 554 |
| |||||||
| | | | | | | | | | | |||||||
| Profit/(loss) before taxation | | 1,985 | 4,897 | 6,882 |
| 511 | (129) | 382 |
| |||||||
| | | | | | | | | | | |||||||
| Taxation | 5 | - | - | - | | - | - | - | | |||||||
| | | | | | | | | | | |||||||
| Profit/(loss) after taxation | | 1,985 | 4,897 | 6,882 |
| 511 | (129) | 382 |
| |||||||
| | | | | | | | | | | |||||||
| Other comprehensive income | | - |
- |
- | | - |
- |
- | | |||||||
| | | | | | | | | | | |||||||
| Total comprehensive Income / (loss) | | 1,985 | 4,897 | 6,882 |
| 511 | (129) | 382 |
| |||||||
|
| | | | |
|
|
|
|
| |||||||
|
| | | | |
|
|
|
|
| |||||||
| Basic & diluted earnings / (loss) per share (pence) | 6 | 1.99p | 4.90p | 6.88p |
| 0.005p | (0.001p) | 0.004p | | |||||||
The total column of this statement is the Income Statement of the Company prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the UK. The supplementary revenue return and capital columns have been prepared in accordance with the Association of Investment Companies Statement of Recommended Practice (AIC SORP).
Interim Condensed Statement of Financial Position
As at 30 September 2022 (unaudited)
| | | As at 30 September 2022 Unaudited |
| As at 31 March 2022 Audited |
| | Note | £'000 |
| £'000 |
| Non-current assets | | | | |
| Investments at fair value through profit or loss | 9 | 84,872 | | 78,952 |
| | | | | |
| Current assets | | | | |
| Trade and other receivables | | 466 | | 453 |
| Cash and cash equivalents | | 15,348 | | 17,144 |
| | | 15,814 | | 17,597 |
| | | | | |
| Total assets | | 100,686 |
| 96,549 |
| | | | | |
| Current liabilities | | | | |
| Trade and other payables | | (417) | | (412) |
| | | (417) | | (412) |
| Net assets |
| 100,269 | | 96,137 |
| | |
|
| |
| Equity attributable to equity holders | | | | |
| Share capital | 10 | 1,000 | | 1,000 |
| Share premium | | 13 | | 13 |
| Special distributable reserve | | 90,190 | | 91,444 |
| Capital reserve | | 8,216 | | 3,319 |
| Revenue reserve | | 850 | | 361 |
| Total equity | | 100,269 | | 96,137 |
| | |
|
|
|
| Shareholders' funds | | | | |
| Net asset value per Ordinary Share | 8 | 100.26p | | 96.12p |
The statements were approved by the Directors and authorised for issue on 1 December 2022 and are signed on behalf of the Board by:
Dr John Roberts
Chair
Company registration number: 12693305
Interim Condensed Statement of Changes in Equity
For the six months ended 30 September 2022 (unaudited)
| | | Issued Capital | Share Premium | Special Distributable Reserve | Capital Reserve | Revenue Reserve | Total |
| | | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
| As at 1 April 2022 |
| 1,000 | 13 | 91,444 | 3,319 | 361 | 96,137 |
| Distributions to / Contributions from owners | | | | | | | |
| Issue of share capital | | - |
- |
- |
- |
- |
- |
| Dividends paid | | | | (1,254) | | (1,496) | (2,750) |
| Sub-total | | - | - | (1,254) | - | (1,496) | (2,750) |
| | | | | | | | |
| Total comprehensive income for the period | | - | - | - | 4,897 | 1,985 | 6,882 |
| As at 30 September 2022 | | 1,000 | 13 | 90,190 | 8,216 | 850 | 100,269 |
For the six month ended 30 September 2021 (unaudited)
| | | Issued Capital | Share Premium | Special Distributable Reserve | Capital Reserve | Revenue Reserve | Total |
| | | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
| As at 1 April 2021 | | 1,000 | - | 97,009 | (185) | (336) | 97,488 |
| Distributions to / Contributions from owners | | | | | | | |
| Issue of share capital* | | - | 1 | - | - | - | 1 |
| Dividends paid | | - | - | (3,375) | - | - | (3,375) |
| Sub-total | | - | 1 | (3,375) | - | - | (3,374) |
|
| |
|
|
|
|
|
|
| Total comprehensive income / (loss) for the period | | - | - | - | (129) | 511 | 382 |
| As at 30 September 2021 | | 1,000 | 1 | 93,634 | (314) | 175 | 94,496 |
| |
| ||||||
* - 675 Ordinary 1 pence shares issued for £658
The Company's distributable reserves consist of the Special distributable reserve, Capital reserve attributable to realised gains and Revenue reserve. There have been no realised gains or losses at the reporting date.
Interim Condensed Statement of Cash Flows
For the six months ended 30 September 2022
| |
| For the six months ended 30 September 2022 (Unaudited) |
| For the six months ended 30 September 2021 (Unaudited) |
| |
| | Note | £'000 |
| £'000 |
| |
| | | | | | | |
| Cash flows from operating activities | | | | | | |
| Profit before taxation | | 6,882 | | 382 | | |
| (Gain) / Loss arising on the revaluation of investments at the period end | 9 | (5,016) | | 83 | | |
| Cash flow Generated by operations | | 1,866 | | 465 | | |
| Interest income | | (1,644) | | (1,019) | | |
| Interest received | | 1,640 | | 605 | | |
| Dividend income | | (1,148) | | - | | |
| Dividend received | | 1,148 | | | | |
| (Increase)/decrease in receivables | | (9) | | 3 | | |
| Increase in payables | | 5 | | 67 | | |
| Net cash flows from / (used in) operating activities | | 1,858 | | 121 | | |
| Cash flows from investing activities | | | | | | |
| Purchase of financial assets at fair value through profit or loss |
9 | (1,469) | | (8,232) | | |
| Loan Principal repaid | | 565 | | 637 | | |
| Net cash flows (used in) investing activities | | (904) | | (7,595) | | |
| Cash flows from financing activities | | | | | | |
| Issue of shares | | - | | 1 | | |
| Costs of Share Issue | | - | | - | | |
| Dividends paid | | (2,750) | | (3,375) | | |
| Net cash flows from financing activities | | (2,750) | | (3,374) | | |
| Net (decrease) in cash and cash equivalents | | (1,796) |
| (10,848) |
| |
|
| |
|
|
|
| |
| Reconciliation of net cash flow to movements in cash and cash equivalents | |
|
|
|
| |
| Cash and cash equivalents at beginning of period | | 17,144 |
| 76,553 |
| |
| Net (decrease) in cash and cash equivalents | | (1,796) |
| (10,848) |
| |
| Cash and cash equivalents at end of the period | | 15,348 |
| 65,705 |
| |
| | | | |
| ||
Notes to the Interim Financial Statements
For the six months ended 30 September 2022
1. General Information
The Company is registered in England and Wales under number 12693305 pursuant to the Companies Act 2006. The address of its registered office, which is also its principal place of business, is 1 King William Street, London EC4N 7AF.
The Company's Ordinary Shares were first admitted to trading on the Specialist Fund Segment of the Main Market of the London Stock Exchange under the ticker TEEC on 19 October 2020. On 30 August 2022 following approval by shareholders at the AGM, held on the 25 August 2022, Triple Point Energy Efficiency Infrastructure Company plc changed its name to Triple Point Energy Transition plc, trading on the Specialist Fund Segment of the Main Market of the London Stock Exchange under the ticker TENT. On 28 October 2022 the Ordinary Shares of the Company were admitted to the premium listing segment of the Official List of the Financial Conduct Authority and were admitted to the Premium Segment of the Main Market of the London Stock Exchange.
The Company's Objective is to generate an attractive total return for investors comprising stable dividend income and capital preservation, with the opportunity for capital growth through acquiring and realising value from of a diversified portfolio of energy transition investments in the United Kingdom and Europe.
The Company currently makes its investments through its sole holding company TEEC Holdings. The Company controls the investment policy of TEEC Holdings to ensure it acts in a manner consistent with the investment policy of the Company.
The Company has appointed Triple Point Investment Management LLP as its Investment Manager pursuant to the Investment Management Agreement dated 25 August 2020. The Investment Manager is registered in England and Wales under number OC321250 pursuant to the Companies Act 2006. The Investment Manager is regulated by the FCA, number 456597.
2. Basis of Preparation
The interim financial statements included in this report have been prepared in accordance with IAS 34 Interim Financial Reporting. The interim financial statements have been prepared under historical cost convention, as modified by the revaluation of financial assets at fair value through profit or loss.
The interim financial statements have also been prepared as far as relevant and applicable to the Company in accordance with the Statement of Recommended Practice: Financial Statements of Investment Trust Companies and Venture Capital Trusts ("SORP") issued in April 2021 by the Association of Investment Companies ("AIC").
The interim financial statements are presented in sterling, which is the Company's functional currency and rounded to the nearest thousand, unless otherwise stated. The accounting policies, significant judgements, key assumptions are consistent with those used in the latest audited financial statements to 31 March 2022 and should be read in conjunction with the Company's annual audited financial statements for the year ended 31 March 2022.
The financial information set out above does not constitute the Company's statutory accounts for the years ended 31 March 2023 or 2022 but is derived from those accounts. Statutory accounts for 2022 and 2021 have been delivered to the Registrar of Companies. The auditors have reported on those accounts: their reports were unqualified, did not draw attention to any matters by way of emphasis and did not contain statements under s498(2) or (3) of the Companies Act 2006.
Basis of Consolidation
The objective of the Company through its subsidiary TEEC Holdings Limited is to invest, via individual corporate entities for equity investments, or through advancing proceeds to corporate entities for debt investments, in Energy Transition Assets. TEEC Holdings typically will issue equity and will borrow to finance its investments.
The Directors have concluded that in accordance with IFRS 10, the Company meets the definition of an investment entity having evaluated the criteria that needs to be satisfied. Under IFRS 10, investment entities are required to hold subsidiaries at fair value through profit or loss rather than consolidate them on a line-by-line basis, meaning TEEC Holdings' cash and working capital balances are included in the fair value of the investment rather than in the Company's assets and liabilities. TEEC Holdings has one investor which is the Company. However, in substance, TEEC Holdings is investing the funds of the investors of the Company on its behalf and is effectively performing investment management services on behalf of many unrelated ultimate beneficiary investors.
Going Concern
The Directors, in their consideration of going concern, have reviewed comprehensive cash flow forecasts prepared by the Company's Investment Manager and believe that it is appropriate to prepare the financial statements of the Company on a going concern basis.
In arriving at their conclusion that the Company has adequate financial resources, the Directors were mindful that the Group had outstanding commitments in relation to the BESS Portfolio of £44.9 million, unrestricted cash of £15.6 million as at 30 September 2022 and an undrawn revolving credit facility ("RCF") (available for investment in new or existing projects and working capital) of £40.0 million through TEEC Holdings. The heightened inflationary environment, is a tailwind for the Company by virtue of the inflation linked revenue from the Hydroelectric Portfolio, which in absolute terms is greater than the inflation linked costs incurred by the Company. The Company's net assets at 30 September 2022 were £100.3 million and total expenses for the period were £0.9 million, which when annualised represented approximately 1.89% of average net assets during the period.
At the date of approval of this document, based on the aggregate of investments and cash held, the Company has substantial operating expenses cover. The Directors are satisfied the Company has sufficient resources to continue to operate for the foreseeable future, a period of not less than 12 months from the date of this report. Accordingly, they continue to adopt the going concern basis in preparing these financial statements.
Segmental reporting
The Chief Operating Decision Maker (the "CODM") being the Board of Directors, is of the opinion that the Company is engaged in a single segment of business, being investment in Energy Transition Assets.
The Company has no single major customer. The internal financial information used by the CODM on a quarterly basis to allocate resources, across performance and manage the Company presents the business as a single segment comprising the portfolio of investments in Energy Transition Assets.
Seasonal and cyclical variations
The Company's results do not vary significantly during reporting periods.
3. Investment Income
| | For the six months ended 30 September 2022 (Unaudited) |
| For the six months ended 30 September 2021 (Unaudited) |
| ||||
| | Revenue | Capital | Total |
| Revenue | Capital | Total |
|
| | £'000 | £'000 | £'000 |
| £'000 | £'000 | £'000 |
|
| | | | | | | | | |
| Interest on cash deposits | 7 | - | 7 | | 4 | - | 4 | |
| Interest income from investments | 1,638 | - | 1,638 | | 1,015 | - | 1,015 | |
| Dividend income from investments | 1,148 | - | 1,148 | | - | - | - | |
| | | | | | | | | |
| | 2,793 | - | 2,793 |
| 1,019 | - | 1,019 |
|
4. Operating Expenses
| | For the six months ended 30 September 2022 (Unaudited) |
|
| For the six months ended 30 September 2021 (Unaudited) | |||||
| | Revenue | Capital | Total |
|
| Revenue | Capital | Total | |
| | £'000 | £'000 | £'000 |
|
| £'000 | £'000 | £'000 | |
| | | | | | | | | | |
| Investment Management fees
| 326 | 109 | 435 | | | 90 | 30 | 120 | |
| Directors' fees | 100 | - | 100 | | | 100 | - | 100 | |
| Company's audit fees: | | | | | | | | | |
| - statutory audit of the group financial statements | 38 | - | 38 | | | 38 | - | 38 | |
| - Assurance-related services pursuant to legislation | 35 | - | 35 | | | 25 | - | 25 | |
| Other operating expenses | 297 | 10 | 307 | | | 225 | 10 | 235 | |
| Irrecoverable VAT on Administration fees | 12 | - | 12 | | | 30 | 6 | 36 | |
| | | | | | | | | | |
| | 808 | 119 | 927 |
|
| 508 | 46 | 554 | |
The Directors' fees exclude employer's national insurance contribution and travel expenses which are included as appropriate in other operating expenses. There were no other emoluments.
5. Taxation
The tax for the period shown in the statement of Comprehensive Income is as follows.
| | For the six months ended 30 September 2022 (Unaudited) |
|
For the six months ended 30 September 2021 (Unaudited) | |||||
| | Revenue | Capital | Total |
| Revenue | Capital | Total | |
| | £'000 | £'000 | £'000 |
| £'000 | £'000 | £'000 | |
| | | | | | | | | |
| Profit / (Loss) before taxation
| 1,985 | 4,897 | 6,882 | | 511 | (129) | 382 | |
| Corporation tax at 19% | 377 | 931 | 1,308 | | 97 | (25) | 72 | |
| Effect of: | | | | | | | | |
| Tax relief for dividends designated as interest distributions | (312) | - | (312) | | (97) | - | (97) | |
| Dividends not taxable | (218) | - | (218) | | - | - | - | |
| Capital losses / (gains) not deductible | - | (953) | (953) | | - | 16 | 16 | |
| Disallowed expenditure | | | | | - | - | - | |
| Surrendering of Tax losses to unconsolidated subsidiaries | 153 | 22 | 175 | | - | 9 | 9 | |
| UK Corporation Tax | - | - | - | | - | - | - | |
| | | | | | | | | |
6. Earnings Per Share
| | For the six months ended 30 September 2022 (Unaudited) | | For the six months ended 30 September 2021 (unaudited) | ||||
| | Revenue | Capital | Total |
| Revenue | Capital | Total |
| | | | | | | | |
| Profit / (Loss) attributable to the equity holders of the Company (£'000) | 1,985 | 4,897 | 6,882 | | 511 | (129) | 382 |
| | | | | | | | |
| Weighted average number of Ordinary Shares in issue ('000) | 100,014 | 100,014 | 100,014 | | 100,000 | 100,000 | 100,000 |
| | | | | | | | |
| Profit / (Loss) per Ordinary Share (pence) - basic and diluted | 1.99p | 4.90p | 6.88p |
| 0.005p | (0.001p) | 0.004p |
There is no difference between the weighted average Ordinary or diluted number of Shares.
7. Dividends
| Interim dividends paid during the period ended 30 September 2022 | Dividend per share Pence | | Total dividend £'000 |
| With respect to the quarter ended 31 March 2022 - paid 8 July 2022 | 1.375 | | 1,375 |
| With respect to the quarter ended 30 June 2022 - paid 30 September 2022 | 1.375 | | 1,375 |
| | 2.750 |
| 2,750 |
| Interim dividends declared after 30 September 2022 and not accrued in the period | Dividend per share Pence | | Total dividend £'000 |
| With respect to the quarter ended 30 September 2022 | 1.375 | | 1,375 |
| | 1.375 |
| 1,375 |
| |
|
|
|
| Interim dividends paid during the period ended 30 September 2021 | Dividend per share Pence | | Total dividend £'000 |
| With respect to the quarter ended 31 March 2021 | 2.000 | | 2,000 |
| | 2.000 |
| 2,000 |
On 2 December 2022, the Board declared an interim dividend of 1.375 pence per share with respect to the period ended 30 September 2022. The dividend is expected to be paid on or around 6 January 2023 to shareholders on the register on 16 December 2022. The ex-dividend date is 15 December 2022.
8. Net assets per Ordinary share
The basic total assets per ordinary share is based on the total net assets attributable to equity shareholders as at 30 September 2022 of £100,269,000 (31 March 2022: £96,137,000) and ordinary shares of 100,014,079 in issue at 30 September 2022 (31 March 2022: 100,014,079).
There is no dilution effect and therefore no difference between the diluted net assets per ordinary share and the basic total net assets per ordinary share
9. Investments at Fair Value through Profit or Loss
The Company designates its interest in its wholly owned direct subsidiary as an investment at fair value through profit or loss.
Summary of the Company's valuation is below:
| | 30 September 2022 (Unaudited) |
| 31 March 2022 (Audited) |
| | £'000 |
| £'000 |
| Brought forward investment at fair value through profit or loss | 78,952 | | 20,883 |
| Loan advanced to TEEC Holdings Limited | - | | 32,704 |
| Shareholding in TEEC Holdings Limited | 1,469 | | 23,315 |
| Capitalised interest | - | | 519 |
| Loan principal repaid | (565) | | (2,103) |
| Movement in fair value of investments | 5,016 | | 3,634 |
| Closing investment at fair value through profit or loss | 84,872 |
| 78,952 |
Reconciliation of movement in fair value:
| | 30 September 2022 (Unaudited) | | 31 March 2022 (Audited) |
| | £'000 | | £'000 |
| Fair value at the start of the period | 78,952 | | 20,883 |
| Loan advanced to TEEC Holdings Limited | - | | 32,704 |
| Shareholding in TEEC Holdings Limited | 1,469 | | 23,315 |
| Capitalised interest | - | | 519 |
| Loan principal repaid | (565) | | - |
| Fair value of portfolio | 79,856 |
| 75,318 |
| Cash held in intermediate holding company | 249 |
| 293 |
| Fair value of other net assets in intermediate holding companies | 4,767 |
| 3,341 |
| Investment at fair value | 84,872 |
| 78,952 |
The Company owns five shares in TEEC Holdings Limited, representing 100% of issued share capital, allotted for a consideration of £24,784,000. The fair value of the Company's equity in TEEC Holdings on 30 September 2022 is £33,322,000 (31 March 2022: £26,836,000) and the fair value of the Company's debt interest in TEEC Holdings at 30 September 2022 is £51,551,000 (31 March 2022: £52,116,000).
Capitalised interest represents interest recognised in the income statement but not paid. This is instead added to the loan balance on which interest for future periods is computed. The loan from the Company to TEEC Holdings, which enabled TEEC Holdings to complete investments into Harvest, Glasshouse and Spark Steam, carry commensurate terms and repayment profiles. All payments from the borrower and capitalised interest are in accordance and in line with the contractual repayments with the respective underlying facility agreements with Harvest, Glasshouse and Spark Steam as agreed at inception.
Reconciliation of Portfolio Valuation:
| | 30 September 2022 (Unaudited) |
| 31 March 2022 (Audited) |
| | £'000 |
| £'000 |
| Portfolio Valuation | 84,140 | | 78,787 |
| Intermediate holding company cash | 249 | | 293 |
| Intermediate holding company debt* | 340 | | 454 |
| Intermediate holding company net working capital | 143 | | (582) |
| Fair Value of Company's investments as end of period | 84,872 | | 78,952 |
*Debt arrangement costs of £340,000 (31 March 2022: 454,000) which are capitalised and expensed to profit or loss under amortised cost. At 30 September 2022 nil debt was drawn (31 March 2022: nil).
Fair Value measurements
The Company accounts for its interest in its wholly owned direct subsidiary, TEEC Holdings, as an investment at fair value through profit or loss.
IFRS 13 requires disclosure of fair value measurement by level. The level of fair value hierarchy within the financial assets or financial liabilities is determined on the basis of the lowest level input that is significant to the fair value measurement. Financial assets and financial liabilities are classified in their entirety into only one of the following 3 levels:
· level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;
· level 2 - inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
· level 3 - inputs for assets or liabilities that are not based on observable market data (unobservable inputs).
The determination of what constitutes 'observable' requires significant judgement by the Company. Observable data is considered to be market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.
The financial instruments held at fair value are the instruments held by the Group in the SPVs, which are fair valued at each reporting date. The investments have been classified within level 3 as the investments are not traded and contain certain unobservable inputs. The Company's investments in TEEC Holdings are also considered to be level 3 assets.
As the fair value of the Company's equity and loan investments in TEEC Holdings is ultimately determined by the underlying fair values of the equity and loan investments, made by TEEC Holdings, the Company's sensitivity analysis of reasonably possible alternative input assumptions is the same as for those investments.
There have been no transfers between levels during the period.
Valuations are derived using a discounted cashflow methodology in line with IPEV Valuation Guidelines and consider, inter alia, the following:
i. due diligence findings where relevant;
ii. the terms of any material contracts including PPAs;
iii. asset performance
iv. power price forecasts from leading consultants; and
v. the economic, taxation or regulatory environment
The DCF valuation of the Group's investments represents the largest component of GAV and the key sensitivities are considered to be the discount rate used in the DCF valuation and assumptions relating to inflation, energy yield and power prices.
The shareholder loan and equity investments, in TEEC Holdings, are valued as a single asset class at fair value in accordance with IFRS 13 Fair Value Measurement.
Sensitivity
Sensitivity analysis is produced to show the impact of changes in key assumptions adopted to arrive at the valuation. For each of the sensitivities, it is assumed that potential changes occur independently of each other with no effect on any other base case assumption, and that the number of investments in the portfolio remains static throughout the modelled life.
The analysis below shows the sensitivity of the portfolio value (and its impact on NAV) to changes in key assumptions as follows:
Discount rate
The weighted average valuation discount rate applied to calculate the portfolio valuation is 6.42% (31 March 22: 6.11%).
An increase or decrease in this rate by 0.5% has the following effect on valuation
| Discount Rate
| NAV per share impact | -0.5% change | Total portfolio value | +0.5% change | NAV per share impact |
| | Pence | £'000s | £'000s | £'000s | Pence |
| | | | | | |
| Valuation - September 2022 | 3.34 | 3,343 | 84,872 | (3,068) | (3.07) |
| | | | | | |
Energy yield
The table below shows the sensitivity of the Hydroelectric Portfolio valuation to a sustained decrease or increase of energy generation by minus or plus 5% on the valuation, with all other variables held constant. The fair value of the Hydroelectric Portfolio is assessed on a "P50" level of electricity generation, representing the expected level of generation over the long term.
A change in the forecast energy yield assumptions by plus or minus 5% has the following effect.
| Energy Yield
| NAV per share impact | -5% change | Total portfolio value | +5% change | NAV per share impact |
| | Pence | £'000s | £'000s | £'000s | Pence |
| | | | | | |
| Valuation - September 2022 | (3.41) | (3,408) | 84,872 | 3,407 | 3.41 |
| | | | | | |
Power Prices
The valuation as at 30 September 2022 applies long-term, forward looking power prices from a leading third-party consultant. A blend of the last two quarters' central case forecasts is taken and applied Where fixed price arrangements are in place, the financial model reflects this price for the relevant time and subsequently reverts to the power price forecast using the methodology described.
The sensitivity considers a flat 10% movement in power prices for all years, i.e. the effect of adjusting the forecast electricity price assumptions applicable to the Hydroelectric Portfolio down by 10% and up by 10% from the base case assumptions for each year throughout the operating life of the Hydroelectric Portfolio.
A change in the forecast electricity price assumptions by plus or minus 10% has the following effect.
| Power Prices
| NAV per share impact | -10% change | Total portfolio value | +10% change | NAV per share impact |
| | Pence | £'000s | £'000s | £'000s | Pence |
| | | | | | |
| Valuation - September 2022 | (3.14) | (3,136) | 84,872 | 3,156 | 3.16 |
| | | | | | |
Inflation
The Hydroelectric Portfolio's income streams are principally subsidy based, which is amended each year with inflation and power prices, which the sensitivity assumes will move with inflation. Operating expenses relating to the Hydroelectric Portfolio, typically move with inflation, but debt payments on the shareholder loans are fixed. This results in the portfolio returns and valuations being positively correlated to inflation. The average long-term inflation assumption across the portfolio is 3.00% for RPI from 1 October 2023 to 2030 and 2.40% thereafter, 2.25% for CPI from 1 October 2023. The Company also models a Power Curve Indexation set at 3.00% from 2023, as wholesale power prices are not intrinsically linked to consumer prices, unlike costs of sales and labour.
The sensitivity illustrates the effect of a 0.5% decrease and a 0.5% increase from the assumed annual inflation rates in the financial model throughout the operating life of the portfolio.
| Inflation
| NAV per share impact | -0.5% change | Total portfolio value | +0.5% change | NAV per share impact |
| | Pence | £'000s | £'000s | £'000s | Pence |
| | | | | | |
| Valuation - September 2022 | (2.51) | (2,515) | 84,872 | 2,747 | 2.75 |
| | | | | | |
10. Share Capital
For the six months ended 30 September 2022 (Unaudited)
| Allotted, issued and fully paid: | Number of shares | | Nominal value of shares (£) |
| Ordinary shares of 1 pence each |
|
|
|
| Opening balance at 1 April 2022 | 100,014,079 | | 1,000,141 |
| | | | |
| Ordinary Shares issued | - |
| - |
| | | | |
| Closing balance of Ordinary Shares at 30 September 2022 | 100,014,079 |
| 1,000,141 |
For the six months ended 30 September 2021 (Unaudited)
| Allotted, issued and fully paid: | Number of shares | | Nominal value of shares (£) |
| Ordinary shares of 1 pence each |
|
|
|
| Opening balance at 1 April 2021 | 100,000,000 | | 1,000,000 |
| | | | |
| Ordinary Shares issued (see note 11) | 675 |
| 6.75 |
| | | | |
| Closing balance of Ordinary Shares at 30 September 2021 | 100,000,675 |
| 1,000,006.75 |
Shareholders are entitled to all dividends paid by the Company and, on a winding up, provided the Company has satisfied all its liabilities, the shareholders are entitled to all of the residual assets of the Company.
11. Related Party Transactions
Directors Fees
The amounts incurred in respect of Directors fees during the period to 30 September 2022 was £100,000 (30 September 2021: £100,000). These amounts have been fully paid at 30 September 2022. The amounts paid to individual directors during the period were as follows:
| | For the six months ended 30 September 2022 |
| For the six months ended 30 September 2021 |
| Dr John Roberts (Chair) | £37,500 | | £37,500 |
| Rosemary Boot | £22,500 | | £22,500 |
| Sonia McCorquodale | £20,000 | | £20,000 |
| Dr Anthony White | £20,000 | | £20,000 |
| | | | |
Directors Expenses
The expenses claimed by the Directors during the period to 30 September 2022 was £190 (30 September 2021: nil). These amounts were fully paid at 30 September 2022. The amounts paid to individual directors during the period were as follows:
| | For the six months ended 30 September 2022 |
| For the six months ended 30 September 2021 |
| Dr John Roberts (Chair) | £28 | | - |
| Rosemary Boot | £61 | | - |
| Sonia McCorquodale | £75 | | - |
| Dr Anthony White | £26 | | - |
Directors' interests
Details of the direct and indirect interest of the Directors and their close families in the ordinary share of one pence each in the Company at 30 September 2022 were as follows:
| | Number of Shares |
| % of Issued share Capital |
| Dr John Roberts (Chair) | 40,000 | | 0.04% |
| Rosemary Boot | 40,000 | | 0.04% |
| Sonia McCorquodale | 10,000 | | 0.01% |
| Dr Anthony White | 40,000 | | 0.04% |
The Company and Subsidiaries
During the period interest totalling £1,637,644 was earned on the Company's long-term interest-bearing loan between the Company and its subsidiary (30 September 2021: £1,015,370). At the period end, £343,481 was outstanding (31 March 2022: £344,105).
The loans to TEEC Holdings are unsecured; the underlying loan from TEEC Holdings to Harvest Generation Limited, Glasshouse Generation Services Limited and Spark Steam Limited are secured against the assets of the companies by a fixed and floating charge.
On 13 April 2022, the Company subscribed for 1 ordinary share for a total consideration of £1,000,000 in TEEC Holdings Limited. The share subscription was used to fund payment of the subsidiary's arrangement fees in connection with the revolving credit facility and to partially fund the first drawdowns into the LED lighting portfolio. A further share subscription of 1 ordinary share, was executed on 26 August 2022, for a total consideration of £469,281 in TEEC Holdings. The subsidiary used the proceeds to fund the remaining deployment into the Efficient Energy Lighting Portfolio.
On 22 September 2022, TEEC Holdings paid a £1,148,426 dividend to the Company. The dividend represented a commensurate dividend received by TEEC Holdings from the Hydroelectric portfolio in the same period.
The AIFM and Investment Manager
The Company and Triple Point Investment Management LLP have entered into the Investment Management Agreement pursuant to which the Investment Manager has been given responsibility, subject to the overall supervision of the Board, for active discretionary investment management of the Company's Portfolio in accordance with the Company's Investment Objective and Policy.
As the entity appointed to be responsible for risk management and portfolio management, the Investment Manager is the Company's AIFM. The Investment Manager has full discretion under the Investment Management Agreement to make investments in accordance with the Company's Investment Policy from time to time.
This discretion is, however, subject to: (i) the Board's ability to give instructions to the Investment Manager from time to time; and (ii) the requirement of the Board to approve certain investments where the Investment Manager has a conflict of interest in accordance with the terms of the Investment Management Agreement.
Under the terms of the Investment Management Agreement, the Investment Manager will be entitled to a fee calculated at the rate of:
· 0.9 per cent, per annum of the adjusted NAV in respect of the Net Asset Value of up to, and including, £650 million; and
· 0.8 per cent, per annum of the adjusted NAV in respect of the Net Asset Value in excess of £650 million.
The management fee is calculated and accrues quarterly and is invoiced quarterly in arrears. During the six months ended 30 September 2022, management fees of £434,840 were incurred (30 September 2021: £119,496) of which £219,122 (30 September 2021: £65,849) was payable at the period end.
No annual management fee shall accrue or be changed on any undeployed cash funds until such time as 75% or more of the IPO proceeds have been deployed. For these purposes, "deployed" shall mean invested in the acquisition or development of Energy Transition Assets. The 75% threshold was met in December 2021 following completion of the acquisition of the Hydroelectric Portfolio.
Investment Manager's Interest in shares of the Company
Pursuant to the Investment Management agreement, whereby the Investment Manager is required to acquire shares in the company for a consideration equal to 20% of the value of the management fee earned, net of taxes, on 29 September 2022 the Investment Manager purchased, on the secondary market, 41,550 ordinary shares of £0.01 each in the capital of the Company at an average price of £0.80865 pence per share.
Details of the interests of the Investment Manager, held by an entity within the Wider Triple Point Group, in the ordinary shares of one pence each in the Company as at 30 September 2022 were as follows:
| | Number of Shares |
| % of Issued share Capital |
| Perihelion One Limited | 714,512 | | 0.71% |
| | | | |
Perihelion One Limited is a company within the Wider Triple Point Group.
Guarantees and other commitments
The Company is the guarantor of the £40 million RCF between its sole wholly owned subsidiary TEEC Holdings Limited and TP Leasing Limited. The RCF was entered into on 29 March 2022 and has remained undrawn since financial close.
TP Leasing Limited is an established private credit and asset leasing business which is managed by the Investment Manager and, as a result, is deemed to be a related party as defined in the Listing Rules. The RCF is deemed to be a "smaller related party transaction" for the purposes of LR11.1.10R. As set out in the IPO Prospectus, the Company has adopted a related party policy pursuant to which, prior to entering into the Facility Agreement, (i) the RCF was approved by the Directors and (ii) the Company obtained a fair and reasonable opinion from a qualified, independent adviser. The Board was satisfied with the conflict management procedures put in place, including team segregation within the Investment Manager and obtaining independent third-party pricing validation.
TEEC Holdings entered into a £45.6 million investment commitment, to fund the build of a portfolio of four geographically diverse BESS assets in the UK. £44.9 million of the commitment is outstanding and is forecast to be deployed by the end of 2023. The commitment is expected to be funded via the undrawn £40 million RCF available to TEEC Holdings and cash reserves of the Company.
12. Events after the Reporting period
On 28 October 2022 the Ordinary Shares of the Company were admitted to the premium listing segment of the Official List of the Financial Conduct Authority and were admitted to the Premium Segment of the Main Market of the London Stock Exchange.
In November, the Company also committed further follow-on investments, totalling over £1 million of accounts receivable financing, purchasing the rights to future receivable payments from a lighting service provider. The transactions will enable the installation of LEDs at additional logistics warehouses, with the same counterparties as the previous LED transaction.
£5.5m of the BESS Portfolio facility commitment was deployed following the commissioning of the first energy storage asset in mid-November 2022.
The Company has declared an interim dividend in respect of the period from 1 July 2022 to 30 September 2022 of 1.375 pence per Ordinary share, payable on or around 6 January 2023 to holders of Ordinary shares on the register on 16 December 2022. The ex-dividend date will be 15 December 2022.
Glossary
| The Act | Companies Act 2006 |
| AIC Code | The AIC Code of Corporate Governance produced by the Association of Investment Companies |
| AIFM | The alternative investment fund manager of the Company, Triple Point Investment Management LLP |
| AIFMD | The EU Alternative Investment Fund Managers Directive 2011/61/EU |
| BESS | Battery Energy Storage Systems |
| BESS Portfolio | £45.6 million debt facility to a subsidiary of Virmati Energy Ltd (trading as Field), to fund a portfolio of four Battery Energy Storage Systems assets |
| CCC | Climate Change Committee |
| CHP | Combined heat and power |
| CHP Portfolio | A total debt investment of £29 million into Harvest and Glasshouse and Spark Steam |
| The Company | Triple Point Energy Transition plc (company number 12693305). |
| DCF | Discounted Cash Flow |
| Energy Transition Asset | A project which falls within the parameters of the Company's investment policy |
| ESG | Environmental, Social and Governance |
| EU | European Union |
| EV | Electric Vehicle |
| FCA | Financial Conduct Authority |
| FRC | Financial Reporting Council |
| GAV | Gross Asset Value |
| GHG | Green House Gas |
| Group | The Company and any subsidiary undertakings from time to time |
| Harvest and Glasshouse | Harvest Generation Services Limited and Glasshouse Generation Limited |
| HVAC | Heating, Ventilation and Air Conditioning |
| Hydroelectric Portfolio | Elementary Energy Limited Green Highland Allt Ladaidh (1148) Limited Green Highland Allt Choire A Bhalachain (255) Limited Green Highland Allt Phocachain (1015) Limited Green Highland Allt Luaidhe (228) Limited Achnacarry Hydro Limited |
| ITC | Investment Trust Company |
| Investment Manager | Triple Point Investment Management LLP |
| IPO | The admission by the Company of 100 million Ordinary Shares to trading on the Specialist Fund Segment of the Main Market, which were the subject of the Company's initial public offering on 19 October 2020 |
| IPO Prospectus | The Company's Prospectus for its initial public offering, published on 25 August 2020. |
| kWh | Kilowatt-hour |
| LED | Light-emitting Diode |
| Listing Rules | Financial Conduct Authority Listing Rules |
| MW | Megawatt |
| MWh | Megawatt-hour |
| NAV | The net asset value, as at any date, of the assets of the Company after deduction of all liabilities determined in accordance with the accounting policies adopted by the Company from time-to-time. |
| Net Zero | A target of completely negating the amount of greenhouse gases produced by human activity, to be achieved by reducing emissions and implementing methods of absorbing carbon dioxide from the atmosphere |
| OCR | Ongoing charges ratio. |
| PPA | Power Purchase Agreement. |
| PRI | Principals for Responsible Investing |
| Project SPV | Special Purpose Vehicle in which energy transition assets are held. |
| RCF | Revolving Credit Facility |
| RES | Renewable Energy Systems |
| SDG | Sustainable Development Goals. |
| SFDR | Sustainable Finance Disclosure Regulation |
| SONIA | Sterling Overnight Index Average |
| SORP | Statement of Recommended Practice |
| Spark Steam | Spark Steam Limited |
| TCFD | Task Force on Climate-related Financial Disclosures. |
| TEEC Holdings | The wholly owned subsidiary of the Company: TEEC Holdings Limited (company number 12695849). |
| Wider Triple Point Group | Triple Point LLP (company number OC310549) and any subsidiary undertakings from time to time. |
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