Half-year Report

Source: RNS
RNS Number : 5224A
Trading Emissions PLC
27 March 2017
 

Trading Emissions PLC

 

Results for the six month period ended 31 December 2016

 

Trading Emissions PLC ("TEP" or "the Company"), a closed ended investment company that specialises in renewable energy projects and emissions instruments, today announces its results for the six month period ended 31 December 2016.

 

Enquiries:

 

Liberum                                                                                              +44 (0)20 3100 2222

Steve Pearce / Henry Freeman

 

FIM Capital Limited                                                                             + 44 (0) 1624 681250

Philip Scales

 

 

Chairman's Statement

 

Dear Shareholder

 

We continue to focus on the remaining investments held by Trading Emissions PLC ("TEP" or the "Company"), namely TEP Solar and TEP Renewables.

 

During the six month period ended 31 December 2016, we sold two of the Company's five Italian solar operating subsidiaries held through TEP Solar for net proceeds of €9.6 million (including dividends), of which €3.0 million is held in escrow. Conditional on no claims being received from the buyer, Sonnedix, we expect €1.0 million to be released to TEP Solar in December 2017 and €2.0 million in December 2018. Our efforts continue to try to resolve the various operating issues at TEP Solar's three remaining Italian solar operating subsidiaries.

 

As a result of Poland's Renewable Energy Law enacted in July 2016, coal will continue to underpin the supply of energy in Poland. Nevertheless, under the new law, at least one auction of renewable energy sources should take place annually, with supply contracts being awarded to winning bids for up to a maximum of 15 years. The first auction under the new law took place in December 2016, where selected renewable technologies were permitted to bid in one of four different technology baskets. Only projects with planned capacity of up to 1 MW could participate in the first auction. The Polish Government does not appear to assign a high priority to wind projects given the structure of the auction baskets and the recent amendments to the taxation and permitting regulations (such as minimum distance requirements). The terms of the 2017 renewable energy auction(s) have not yet been determined. Winergy, which acquired TEP Renewables' Polish wind farm interests in 2014, intends to bid at the 2017 auction(s). In order to support Winergy to bid competitively under the 2017 auction process(es), we are discussing further amendments to the structure of TEP's receivable. Included in the recent legislative muddle affecting wind power projects is the threat that all of our current building permits will expire if not utilised by May 2019. If this threat materialises, the only part of our project that is likely to be constructed is that which is supported by bids won by Winergy at the 2017 renewable energy auction(s).

 

The fair value at 31 December 2016 of TEP's holdings in TEP Solar and TEP Renewables was £7.9 million (3.1 pence per Share). This accounted for 85% of the £9.3 million (3.7 pence per Share) of the Company's net asset value at that date. Of the cash of £8.1 million (3.2 per Share) held on 31 December 2016, £6.25 million (2.5 pence per Share) was distributed to Shareholders in January 2017. Most of the cash was generated from the sale of the two Italian solar subsidiaries.

 

As the timing and quantum of realisation proceeds from TEP's remaining investments remains uncertain, the Board has analysed in detail the effects of a number of potential changes that could be made to simplify TEP's structure and thereby reduce operating costs. Before taking any significant decisions, the Board intends to discuss the relative merits with Shareholders.

 

 Martin M. Adams

Chairman

 

24 March 2017

 

 

Condensed Statement of Comprehensive Income

 


Six months ended

31 December 

2016

Six months ended

31 December 

2015

Year ended

 30 June 2016

(audited)



(unaudited)

(unaudited)


Note


£'000

£'000

£'000







Realised gain on disposal of financial assets at fair value through profit or loss - Carbon

-

4

569

7

Realised gain/(loss) on disposal of financial assets at fair value through profit or loss - Private Equity

9

(236)

(753)

6

Net change in fair value of financial assets and financial liabilities at fair value through profit or loss - Private Equity

419

(532)

2,368


Investment services fees

-

(142)

(194)


Administration fees

(106)

(106)

(227)


Net foreign exchange (losses)/gains

(6)

72

125


Decrease in the provision for litigation costs

-

819

1,041

9

Other net operating expenses

(519)

(215)

(1,258)


Operating (loss)/profit

(203)

(336)

1,671


Finance income

1

10

20


Net finance income

1

10

20


(Loss)/profit before tax

(202)

(326)

1,691


Taxation

-

-

-


(Loss)/profit for the period/year

(202)

(326)

1,691


Other comprehensive income for the period/year

-

-

-


Total comprehensive (loss)/profit

(202)

(326)

1,691

11

Basic and diluted (loss)/profit per Share for the period/year (expressed in pence per Share)

(0.13)

0.68

 

The notes are an integral part of the Condensed Interim Financial Statements.

 

Condensed Statement of Financial Position



As at 31 December2016

 

As at 31 December 2015

As at

 30 June 2016

 



(unaudited)

(unaudited)

(audited)

 

Note


£'000

£'000

£'000

 


 

ASSETS




 






 

6

Financial assets at fair value through profit or loss - Private Equity

7,909

16,089

12,997

 


Trade and other receivables

25

63

47

 


Cash and cash equivalents

8,060

13,206

3,426

 


Current assets

15,994

29,358

16,470

 






 


LIABILITIES




 






 

10

Trade and other payables

(414)

(2,703)

(688)     

13

Distribution payable

(6,245)

      -

         -


Provision for litigation costs

-

(400)

-

 


Current liabilities

(6,659)

(3,103)

(688)

 






 


Net current assets

9,335

26,255

15,782

 






 


Net assets

9,335

26,255

15,782

 






 


EQUITY




 






 

12

Share capital

2,498

2,498

2,498

 


Share premium

-

301,086

-

 


Capital redemption reserve

-

395

-

 


Distributable reserves

6,837

(277,724)

13,284

 


Total equity

9,335

26,255

15,782

 

 

The notes are an integral part of the Condensed Interim Financial Statements.  

 

The Condensed Interim Financial Statements were approved and authorised for issue by the Board of Directors on 24 March 2017 and signed on its behalf by:

                                                    

 

Neil Duggan                                                                Philip Scales 

Director                                                                       Director

 

 

Condensed Statement of Changes in Equity

 

For the six months ended 31 December 2016 (unaudited)


 

 

 

Share Capital

Distributable reserves

Total

 


£'000

£'000

£'000

Balance at 1 July 2016

2,498

13,284

15,782

Loss for the period

-

(202)

(202)

Total comprehensive loss

-

(202)

(202)

Distribution

-

(6,245)

(6,245)

Total transactions with Shareholders

-

(6,245)

(6,245)

Balance at 31 December 2016

2,498

6,837

9,335

 

 

For the six months ended 31 December 2015 (unaudited)




 

 

Share Capital

 

Share Premium

 

Capital Redemption Reserve

Distributable reserves

 

Total

 

 


£'000

£'000

£'000

£'000

£'000

Balance at 1 July 2015

2,498

301,086

395

(277,398)

26,581

Loss for the period

-

-

-

(326)

(326)

Total comprehensive loss

-

-

-

(326)

(326)

Balance at 31 December 2015

2,498

301,086

395

(277,724)

26,255

 

 

For the year ended 30 June 2016 (audited)


 

 

Share Capital

 

£'000

Share Premium

 

£'000

Capital Redemption Reserve

£'000

 

Distributable reserves

 

£'000

Total

 

 

£'000

 

Balance at 1 July 2015

2,498

301,086

395

(277,398)

26,581

 

Profit for the year

-

-

-

1,691

1,691

 

Total comprehensive income

-

-

-

1,691

1,691

 

Distribution

-

(12,490)

-

-

(12,490)

 

Transfer to distributable reserves

-

(288,596)

(395)

288,991

-

 

Total transactions with Shareholders

-

(301,086)

(395)

288,991

(12,490)

 

Balance at 30 June 2016

2,498

-

-

13,284

15,782

 

 

The notes are an integral part of the Condensed Interim Financial Statements.

 

Condensed Statement of Cash Flows


Six months ended 31 December 2016

Six months ended 31 December 2015

Year ended

30 June 2016



(unaudited)

(unaudited)

(audited)



£'000

£'000

£'000


Cash flows from operating activities





(Loss)/profit for the period/year

(202)

(326)

1,691


Adjustment for:





- realised gain on disposal of financial assets at fair value through profit or loss - Carbon

-

(4)

(569)


- realised (gain)/loss on disposal of financial assets at fair value through profit or loss - Private Equity

(9)

236

753


- net change in financial assets at fair value through profit or loss - Private Equity

(419)

532

(2,368)


- net foreign exchange losses/(gains)

6

(72)

(125)


- finance income

(1)

(10)

(20)


- non cash TEP Investment Company expense

21

-

47


Changes in working capital:





- decrease in trade and other receivables

22

14

31


- (decrease)/increase in trade and other payables

(270)

1,309

(305)


- decrease in provisions

-

(1,001)

(1,401)


Cash (used in)/generated from operations

(852)

678

(2,266)


Interest received

1

10

20


Additions to Private Equity

(29)

-

(32)


Distributions and receipts from Private Equity

5,523

2,684

8,145


Net cash generated from operating activities

4,643

3,372

5,867


Cash flows from financing activities





Distribution to Shareholders

-

-

(12,490)


Net cash used in financing activities

-

-

(12,490)


Net increase/(decrease) in cash and cash equivalents

4,643

3,372

(6,623)


Cash and cash equivalents at start of period/year

3,426

9,821

9,821


Exchange (losses)/gains on cash and cash equivalents

(9)

13

228


Cash and cash equivalents at end of period/year

8,060

13,206

3,426

 

The notes are an integral part of the Condensed Interim Financial Statements.

 

Notes to the Condensed Interim Financial Statements

for the 6 months ended 31 December 2016

 

1          Operations

 

Trading Emissions PLC ("the Company") invests in environmental and emissions assets, companies providing products and services related to the reduction of greenhouse gas emissions and associated financial products. The Investing Policy of the Company was amended on 13 September 2010 to carry out an orderly realisation of the portfolio of Carbon and Private Equity assets, distribute the net proceeds to Shareholders and then undertake a voluntary winding-up of the Company. No new Private Equity investments will be made except where the Board of Directors of the Company ("the Board") considers it necessary to provide follow-on capital to protect an existing investment.

 

The Company is a closed-ended investment company domiciled in the Isle of Man. The address of its registered office is IOMA House, Hope Street, Douglas, Isle of Man. It was incorporated on 15 March 2005 in the Isle of Man as a public limited company and is quoted on the Alternative Investment Market ("AIM") operated and regulated by the London Stock Exchange. In December 2011, the Company was re-registered under the Isle of Man Companies Act 2006.

 

2          Basis of Preparation

 

The Condensed Interim Financial Statements have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU. They do not include information required for a complete set of financial statements prepared in accordance with IFRSs as adopted by the EU. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the financial position and performance since the last annual financial statements as at and for the year ended 30 June 2016.

 

The principal accounting policies applied in the preparation of the Condensed Interim Financial Statements are unchanged from those disclosed in the annual audited financial statements for the year ended 30 June 2016. These policies have been consistently applied to each of the periods presented. The audited financial statements for the year ended 30 June 2016 are available at www.tradingemissionsplc.com.       

 

The Condensed Interim Financial Statements for the six months ended 31 December 2016 should be read in conjunction with the annual financial statements for the year ended 30 June 2016.

 

3          Critical accounting estimates and judgements

 

In preparing the Condensed Interim Financial Statements, the Board has made judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from those estimates.

 

Estimates and underlying assumptions are reviewed on an on-going basis. Changes in estimates are recognised through profit or loss.

 

a)         Judgements

 

Information about judgements made in applying accounting policies that have the most significant effects on the amounts recognised in the Condensed Interim Financial Statements is included in the following notes:

·              Note 4, Segmental information- determination of the Company's operating segments; and

·              Note 6, Fair value of financial instruments - determination of significant unobservable inputs into valuation models of Level 3 financial instruments.

 

b)         Assumptions and estimation uncertainties

 

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment in the financial period are included in note 6, Fair value of financial instruments and relate to the determination of fair value of financial instruments with significant unobservable inputs.

 

4        Segmental information 

 

The Board has determined the operating segments based on the reports and financial information provided to it by the administrator, FIM Capital Limited ("FIM"). These reports are used by the Board to make strategic decisions. The Board manages the assets across three segments, being Carbon, Private Equity and Corporate. While Carbon is no longer considered a significant segment it has been included for comparative purposes. The reportable segments are made up as follows:

 

Carbon   


The Carbon segment comprises Carbon
investments, carbon related trade and other payables at the reporting date of £nil (as at 31 December 2015: £155,000; as at 30 June 2016: £nil), and provision for litigation costs at the reporting date of £nil (as at 31 December 2015: £400,000; as at 30 June 2016: £nil).

 

Private Equity

       
The Private Equity segment consists of financial assets at fair value through profit or loss ("FVTPL") - Private Equity at the reporting date of £7,909,000 (as at 31 December 2015: £16,089,000; as at 30 June 2016: £12,997,000). See note 5, Financial risk management for the definition of Private Equity investments and note 7, Realised gain/(loss) on disposal of financial assets at fair value through profit or loss - Private Equity.

 

Corporate

 

The Corporate segment comprises all assets and liabilities not otherwise attributable to the Carbon or Private Equity segments and includes cash at the reporting date of £8,060,000 (as at 31 December 2015: £13,205,000; as at 30 June 2016: £3,426,000).

 

Net Asset Value ("NAV")

 

As at

31 December 2016

(unaudited)

£'000

As at

31 December 2015

(unaudited)

£'000

As at 30 June 2016

(audited)

£'000

Carbon

-

(555)

-

Private Equity

7,909

13,911

12,849

Corporate

1,426

12,899

2,933

Total NAV

9,335

26,255

15,782

 

 Total comprehensive (loss)/gain

 

Six months ended

31 December 2016

(unaudited)

£'000

Six months ended

31 December 2015

(unaudited)

£'000

Year ended

30 June 2016 (audited)

£'000

Carbon

-

1,344

1,899

Private equity

(4,940)

(5,523)

5,800

Corporate

4,738

3,853

(6,008)

Total comprehensive (loss)/gain

(202)

(326)

1,691

 

5          Financial risk management 

 

The Company has exposure to the following risks from financial instruments:

·              Credit risk;

·              Liquidity risk;

·              Market risk; and

·              Operational risk.

 

Financial instruments held by the Company include Carbon and Private Equity investments. Both Carbon and Private Equity investments include TEP Investment Companies. Definitions of TEP Investment Companies, Carbon and Private Equity investments are given below.

 

1.         TEP Investment Companies

"TEP Investment Companies" comprise all companies in which TEP holds an ownership interest greater than 20%.

 

2.         Carbon

The Carbon investments "Carbon" which comprise CERs, ERPAs and TEP Investment Companies, which trade in CERs and hold ERPAs, are as shown below:

 

Name of TEP Investment Company

Principal place

of business

% ownership interest

TEP (Carbon Holdings) Limited

Isle of Man

100.00

TEP (Hydro Holdings) Limited

Isle of Man

100.00

 

3.         Private Equity

"Private Equity" comprises all TEP Investment Companies, with the exception of those which trade in CERs and hold ERPAs.

 

Name of TEP Investment Company

Principal place

of business

% ownership interest

Florasolar S.r.l

Italy

100.00

RGP Puglia 1 S.r.l

Italy

100.00

Santa Rita Limited Partnership

UK

97.29

Solar Energy Italia 1 S.r.l

Italy

100.00

Solar Services Italia S.r.l

Italy

100.00

Surya PLC

Isle of Man

100.00

TEP (Renewables Holding) Limited

Ireland

100.00

TEP (Solar Holdings) Limited

Ireland

100.00

Trading Emissions Limited*

UK

100.00

*In liquidation



 

6          Fair value of financial instruments

 

6.1       Valuation models

 

The fair values of financial assets and financial liabilities that are traded in active markets are based on prices obtained directly from an exchange on which the instruments are traded or obtained from a broker that provides an unadjusted quoted price from an active market for an identical instrument. For all other financial instruments, the Company determines fair values using other valuation techniques.

 

For financial instruments that trade infrequently and have little price transparency, fair value is less objective, and requires varying degrees of judgement depending on liquidity, uncertainty of market factors, pricing assumptions and other risks affecting the specific instrument.

 

The Company measures fair values using the following fair value hierarchy that reflects the significance of the inputs used in making the measurements. 

 

Level 1:  Inputs that are quoted market prices (unadjusted) in active markets for identical instruments.

Level 2:  Inputs other than quoted prices included within Level 1 that are observable either directly (i.e. prices) or indirectly (i.e. derived from prices). This category includes instruments valued using: quoted market prices in active markets for similar instruments, quoted prices for identical or similar instruments in markets that are considered less active, or other valuation techniques in which all significant inputs are directly or indirectly observable from market data.

Level 3:  Inputs are unobservable. This category includes all instruments for which the valuation technique includes inputs not based on observable data and the unobservable inputs have an effect on the instrument's valuation. This category includes instruments that are valued based on quoted market prices for similar instruments but for which significant unobservable adjustments or assumptions are required to reflect differences between the instruments.

 

A market is regarded as active if quoted prices are readily and regularly available from an exchange. The quoted market price used for assets held is the last traded price at the date of valuation.

 

6.2       Fair value hierarchy - Financial instruments measured at fair value

 

The financial instruments included within Level 1 are CERs with a fair value at the reporting date of £nil (as at 31 December 2015: £nil; as at 30 June 2016: £nil).

 

The Company holds no Level 2 financial instruments.

 

The financial instruments included within Level 3 are Carbon and Private Equity investments.

 

There were no transfers of financial assets or liabilities between levels during the six months ended 31 December 2016 (for the six months ended 31 December 2015: no transfers; for the year ended 30 June 2016: no transfers).

 

The table overleaf analyses financial instruments measured at fair value at the reporting date by the level in the fair value hierarchy into which the fair value measurement is categorised. The amounts are based on the values recognised in the statement of financial position. All fair value measurements below are recurring.

 

As at 31 December 2016 (unaudited)

Level 1

Level 2

Level 3

Total

(

£'000

£'000

£'000

£'000

Financial assets





Financial assets at FVTPL - Private Equity

-

-

7,909

7,909

Total financial assets

-

-

7,909

7,909

 

 

As at 31 December 2015 (unaudited)

Level 1

Level 2

Level 3

Total


£'000

£'000

£'000

£'000

Financial assets





Financial assets at FVTPL- Private Equity

-

-

16,089

16,089

Total financial assets

-

-

16,089

16,089

 

As at 30 June 2016 (audited)

Level 1

Level 2

Level 3

Total


£'000

£'000

£'000

£'000

Financial assets





Financial assets at FVTPL - Private Equity

-

-

12,997

12,997

Total financial assets

-

-

12,997

12,997

 

6.3   Significant unobservable inputs used in measuring fair value

 

The table below sets outs the information about significant unobservable inputs used at 31 December 2016 in measuring financial instruments categorised as Level 3 in the fair value hierarchy.

 

Fair value of financial assets at FVTPL - Private Equity:

 

As at

31 December 2016

(unaudited)

£'000

As at

31 December 2015

(unaudited)

£'000

As at

30 June

2016

(audited)

£'000

Significant unobservable Inputs

Valuation techniques

7,909

16,089


12,997                      

 

Risk-adjusted discount rates that take into account specific performance factors of the investment.

 

Actual transaction terms 

 

Proposed transaction terms

 

Expected offer terms

 

Forecasted cash-flows

 

Estimated recovery value

 

 

Discounted cash flows

 

Cost approach

 

Significant unobservable inputs are developed as follows:

 

Risk-adjusted discount rates represent the rates used to discount forecast cash flows and estimated recovery values for investments to their present values as part of the calculation of fair value for the investment. The Board uses its judgement to determine a rate that reflects the illiquidity, currency risk and credit risk of counterparties for each specific instrument.

 

Actual transaction terms include binding agreements from third parties for the purchase of Private Equity.

 

Proposed transaction terms include non-binding offers received from third parties for the purchase of Carbon investments and/or Private Equity, which form the basis of current negotiations.

 

Expected offer terms are based on the terms of executed sales.

 

Forecast cash flows: cash flows are forecast by the Company and management of TEP Investment Companies by considering possible operational scenarios and transaction terms, the amount to be paid or received under each scenario and the probability of each scenario.

 

Estimated recovery value: estimated recovery value is the amount estimated by the Board to be realised on an investment in a disposal or liquidation scenario.

 

Level 3 reconciliation:

 

The table below presents the changes in Level 3 financial instruments for the six month periods ended 31 December 2016, 31 December 2015 and for the year ended 30 June 2016. There have been no transfers between Levels during any of the periods.

 

Financial assets at FVTPL

 

 

 

Private Equity

 

Six months ended

31 December 2016 (unaudited)

£'000

Six months ended

31 December 2015 (unaudited)

£'000

Year ended

30 June 2016

(audited)

£'000

Opening balance

12,997

19,539

19,539

Net decrease in amounts receivable from TEP Investment Companies

(5,507)

(2,918)

(8,910)

Net change in fair value

419

(532)

2,368

Closing balance

7,909

16,089

12,997

 

 



 

 

7          Realised gain/(loss) on disposal of financial assets at fair value through profit or loss - Private Equity

           

TEP (Solar Holdings) Limited

 

On 1 September 2016 TEP (Solar Holdings) Limited ("TEP Solar") executed a Sales and Purchase Agreement ("SPA") with a member of the Sonnedix group ("Sonnedix") in respect of the sale of its entire interest in two Italian subsidiaries, Etuno Srl ("Etuno") and Solar Energy Italia 6 Srl ("SEI 6"), which were ultimately wholly owned by the Company.

 

Prior to the completion date of the sale TEP Solar received a net distribution of cash from SEI 6 of €984,000. It was agreed in advance with Sonnedix that this distribution would form part of the sales proceeds in accordance with the terms of the SPA.

 

On 14 December 2016 the sale completed and an aggregate net proceeds from the sale of the two Italian subsidiaries, after allowing for outstanding transaction costs (including those paid directly by the Company), of €8,613,000 were received. Of the payment by Sonnedix €3,000,000 was deposited in escrow, to be released to TEP Solar as to €1,000,000 on 14 December 2017 and the remaining €2,000,000 on 14 December 2018, subject to no claims having been received pursuant to indemnities provided by TEP Solar customary for this type of transaction.

 

Carbon Capital Markets Limited

 

During the six month period ended 31 December 2016 the liquidation of Carbon Capital Markets Limited was completed. Final liquidation proceeds of £69,000 were received by the Company compared to the valuation of £60,000 giving a realised gain on disposal of £9,000 (six months ended 31 December 2015: £nil; year ended 30 June 2016: £nil).

 

8          Directors' fees

 

The Company paid the following fees to Directors during the financial period:

 


Six months ended

31 December 2016 (unaudited)

Six months ended

31 December 2015 (unaudited)

Year ended

30 June 2016 (audited)


£'000

£'000

£'000

Martin Adams

30

30

60

Neil Duggan* 

20

25

45

Mark Lerdal

20

20

40

Philip Scales*

3

3

5


73

78

150

* Isle of Man resident

 

The annual Directors' fees are currently £60,000 for the Chairman and £40,000 for the other non-executive Directors other than for Philip Scales who receives an annual fee of £5,000. The Directors are also reimbursed for travel and out of pocket expenses incurred.

 

The Company operates a Directors' Incentive Plan ("DIP") which entitles Participating Directors to 2% of distributions made to Shareholders. During the financial period no DIP payments were made (31 December 2015: £nil; 30 June 2016: £187,000) and £94,000 was accrued and paid to Directors in January 2017 for the distribution of £6,245,000 paid on 13 January 2017 (31 December 2015: £nil; 30 June 2016: £nil). As a result, a further £31,000 was accrued in the DIP escrow account (31 December 2015: £nil; 30 June 2016: £63,000). As at 31 December 2016 £196,000 was held in the DIP escrow account (31 December 2015: £102,000; 30 June 2016: £165,000). Amounts held in the DIP escrow account are in line with the terms of the DIP and will be paid to the Participating Directors at a later date.

 

Other than as detailed above, none of the Directors is entitled to any cash or non-cash benefits in kind, pensions, bonus or share scheme arrangements.

 

 9         Other net operating expenses

 


Six months ended

31 December 2016

Six months ended

31 December 2015

Year ended

30 June 2016


(unaudited)

(unaudited)

(audited)


£'000

 £'000

 £'000

Administrative expenses - TEP Investment Companies

28

71

170

Legal and professional fees expense

152

243

364

Directors' fees*

73

78

150

Directors' insurance

15

14

30

Directors' Incentive Plan*

125

-

250

Audit and other assurance fees

27

52

85

Other expenses

99

102

209

Net CER Costs (income)

-

(345)

-

Total other net operating expenses

519

215

1,258

* See note 8, Directors' fees.

 

10          Trade and other payables

 


As at

31 December 2016

(unaudited)

As at

31 December 2015

(unaudited)

As at

30 June 2016

(audited)


£'000

 £'000

 £'000

Current




Liabilities in relation to the sale of Billiter

 

-

2,179

148

Accrued expenses

33

153

123

Trade payables

381

371

417


414

2,703

688

 

11       NAV per Share and earnings/(loss) per Share

 

11.1 NAV per Share 

 

The NAV per Share is calculated by dividing the net assets attributable to the Shareholders by the number of Shares in issue at the reporting dates.

 

                 

As at

31 December 2016

(unaudited)

As at

31 December 2015

(unaudited)

As at

30 June 2016 (audited)

Net assets (£'000)

9,335

26,255

15,782

Shares in issue ('000)

249,800

249,800

249,800

NAV per Share (in pence)

3.74

10.51

6.32

 

11.2      (Loss)/earnings per Share

 

(a)        Basic

 

The basic (loss)/earnings per Share is calculated by dividing the (loss)/earnings attributable to the Shareholders by the weighted average number of Shares in issue during the financial period/year.

 


As at

31 December 2016

(unaudited)

As at

31 December 2015

(unaudited)

As at

30 June 2016 (audited)

(Loss)/earnings for the period/year (£'000)

(202)

(326)

1,691

Weighted average number of Shares in issue ('000)

249,800

249,800

249,800

Basic (loss)/earnings per Share

(in pence)

(0.08)

(0.13)

0.68

 

(b)        Diluted

 

Diluted earnings per Share is calculated by adjusting the weighted average number of Shares outstanding to assume conversion of all dilutive potential Shares. As at all the reporting dates the Company had no dilutive potential Shares.

 

12       Share capital

 

The total number of authorised and issued Shares at the reporting dates together with their rights are explained below.

 


As at

31 December 2016

(unaudited)

As at

31 December 2015

(unaudited)

As at

30 June 2016

(audited)


(Number '000)

 

£'000

(Number '000)

 

£'000

(Number '000)

 

£'000

Authorised







Shares of £0.01 par value

460,000

4,600

460,000

4,600

460,000

4,600

Issued and fully paid







Shares of £0.01 par value

249,800

2,498

249,800

2,498

249,800

2,498

 

All issued Shares of 249,800,202 are fully paid, and each Share carries the right to one vote. Shareholders are entitled to receive notice of, and vote at general meetings of the Company.

 

13       Distributions paid and declared

 

On 20 December 2016 the Company declared a distribution to Shareholders of £6,245,000. The distribution was paid on 13 January 2017 and financed from the distributable reserves account. No distributions were declared or paid during the period ended 31 December 2015. During the year ended 30 June 2016 the Company declared and paid a distribution to Shareholders of £12,490,000. The distribution was financed from the share premium account.

 

14       Related party transactions

 

Parties are considered to be related if one party has the ability to control the other party or to exercise significant influence over the other party in making financial or operational decisions. The Directors, including certain Directors of TEP Investment Companies who meet the definition of "key management personnel" in IAS 24 are considered to be related parties.

 

14.1      Directors

 

Directors' fees, the DIP and other transactions with the Directors during the financial period are explained in note 8, Directors' fees.

 

Philip Scales was a Director throughout the financial period. Mr Scales is a Director of FIM and has a beneficial ownership interest in FIM. During the financial period FIM received fees of £106,000 (six months ended 31 December 2015: £106,000; year ended 30 June 2016: £227,000). FIM also received reimbursements for out of pocket expenses.

 

14.2      TEP Investment Companies

 

Trading Emissions Limited

 

On 15 July 2016 Trading Emissions Limited ("TEL") was placed into liquidation. During the year ended 30 June 2016 an agreement was entered into between the Company and TEL whereby the Company would cover any of TEL's future costs, which are expected to be incurred solely in relation to TEL's liquidation. Costs covered by the Company under this agreement during the financial period amounted to £1,000 (31 December 2015: £nil; year ended 30 June 2016: £6,000).

 

TEP (Renewables Holding) Limited

 

The Company entered into a Fees and Expenses Agreement with TEP Renewables on 6 December 2010. Under the terms of the agreement the Company will reimburse TEP Renewables for any 'agreed company expenses'. During the period fees and expenses reimbursed by the Company to TEP Renewables amounted to €26,000 (31 December 2015: €5,000; 30 June 2016: €61,000).

 

On 6 December 2010 the Company also entered into a Total Return Swap Agreement ("TRS") with TEP Renewables. The TRS is for a period of 20 years with a termination date of 6 December 2030 or such earlier date as may be specified by written notice by TEP Renewables to the Company. Under the terms of the TRS, TEP Renewables will make investments in target companies and investment gains and losses are recharged through the TRS loan to TEP. On termination of the TRS any amounts in the cash account from the TRS or investments made must be paid to the Company by TEP Renewables. As at 31 December 2016 the balance on the TRS stands at €326,000 (31 December 2015: €19,633,000; 30 June 2016: €326,000).

 

Billiter Participações Ltda

 

During the period the Company advanced £6,000 (31 December 2015: £81,000; 30 June 2016: £132,000) to Billiter Participações Ltda to cover its on-going operating expenses. Billiter Participações Ltda was sold during the financial period.

 

15       Contingent liabilities

 

The Company is party to several fixed priced ERPAs, which the Company considers to have lapsed, terminated, or the projects are unviable or non-operational. No provision has been made for potential liabilities arising from these contracts because the Board has assessed the likelihood of any liabilities as being remote.

 

16       Subsequent Events 

 

On 20 December 2016 the Company declared a distribution to Shareholders of £6,245,000. The distribution was paid on 13 January 2017, see note 13, Distributions paid and declared.


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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