Annual Report
2021-2022
TINC
Lorem ipsum
Creating sustainable value
by investing in the infrastructure
for the world of tomorrow
3 TINC Annual Report 2021-2022
Table of Contents
Results 2021-2022 52
Corporate governance
statement 61
Sustainability 76
Financial Statements 84
Publication details 143
TINC at a glance 4
Letter to the shareholders 8
Investment trends 11
Activities 12
Public Infrastructure 13
Energy Infrastructure 24
Digital Infrastructure 37
Selective Real Estate 43
RE
Foreword ActivitiesTrendsTINC at a glance Financial StatementsSustainability
GovernanceResults 2021-2022
4 TINC Annual Report 2021-2022
Equity (NAV)
464
(in millions of €)
Fair value (FV) portfolio
415
(in millions of €)
Weighted average
discount rate
7.81
%
Net result per share
€0.69
Distribution per share
€0.54
Share price at the end of
the financial year
€13.16
Portfolio result
30.44
(in millions of €)
Market capitalisation
479
(in millions of €)
Key figures 2021-2022
TINC IN EEN OOGOPSLAG
KERNCIJFERS 2021-2022
Jun
2021
Jun
2022
Jun
2020
Jun
2019
Jun
2018
Jun
2017
Jun
2021
Jun
2022
Jun
2020
Jun
2019
Jun
2018
Jun
2017
177
243
267
340
397
415
0
50
100
150
200
250
300
350
400
450
48
49
50
51
52
54
44
45
46
47
48
49
50
51
52
53
54
TINC IN EEN OOGOPSLAG
KERNCIJFERS 2021-2022
Jun
2021
Jun
2022
Jun
2020
Jun
2019
Jun
2018
Jun
2017
Jun
2021
Jun
2022
Jun
2020
Jun
2019
Jun
2018
Jun
2017
177
243
267
340
397
415
0
50
100
150
200
250
300
350
400
450
48
49
50
51
52
54
44
45
46
47
48
49
50
51
52
53
54
TINC at a glance
Diversified portfolio
Growth of the portfolio (FV)
(in millions of €)
Distribution per share
(in eurocent)
By country (FV)
By activity (FV)
Public Infrastructure Energy Infrastructure
Digital Infrastructure Selective Real Estate
Belgium
The Netherlands Ireland
TINC IN EEN OOGOPSLAG
KERNCIJFERS 2021-2022
Jun
2021
Jun
2022
Jun
2020
Jun
2019
Jun
2018
Jun
2017
Jun
2021
Jun
2022
Jun
2020
Jun
2019
Jun
2018
Jun
2017
177
243
267
340
397
415
0
50
100
150
200
250
300
350
400
450
48
49
50
51
52
54
44
45
46
47
48
49
50
51
52
53
54
TINC IN EEN OOGOPSLAG
KERNCIJFERS 2021-2022
Jun
2021
Jun
2022
Jun
2020
Jun
2019
Jun
2018
Jun
2017
Jun
2021
Jun
2022
Jun
2020
Jun
2019
Jun
2018
Jun
2017
177
243
267
340
397
415
0
50
100
150
200
250
300
350
400
450
48
49
50
51
52
54
44
45
46
47
48
49
50
51
52
53
54
TINC IN EEN OOGOPSLAG
KERNCIJFERS 2021-2022
Jun
2021
Jun
2022
Jun
2020
Jun
2019
Jun
2018
Jun
2017
Jun
2021
Jun
2022
Jun
2020
Jun
2019
Jun
2018
Jun
2017
177
243
267
340
397
415
0
50
100
150
200
250
300
350
400
450
48
49
50
51
52
54
44
45
46
47
48
49
50
51
52
53
54
62%
35%
3%
%€
133
117
87
79
32%
28%
21%
19%
in millions of as a
Foreword ActivitiesTrendsTINC at a glance Financial StatementsSustainability
GovernanceResults 2021-2022
5 TINC Annual Report 2021-2022
TINC at a glance
Key figures (‘000 €) June 2018 June 2019
June 2020
June 2021 June 2022
Market capitalisation 327,273 347,727 469,091 454,545 478,545
Equity (NAV) 325,072 331,321 445,697 457,863 463,624
Fair value (FV) portfolio 243,428 267,106 340,317 396,890 415,437
Weighted average discount rate 8.26% 7.94% 7.82% 7.59% 7.81%
Cash and cash equivalents 75,710 61,728 103,269 60,257 48,436
Investments 65,459 17,496 86,077 47,871 23,951
Portfolio result 20,275 24,807 22,503 36,479 30,444
Cash receipts from portfolio 19,510 18,626 35,418 27,778 35,848
Net result 19,334 20,259 17,842 31,071 24,974
Total distribution 13,364 13,636 18,545 18,909 19,636
Cost ratio 1.01% 1.14% 0.87% 0.98% 1.05%
Per share June 2018 June 2019
June 2020
June 2021 June 2022
Number of shares (end of period) 27,272,728 27,272,728 36,363,637 36,363,637 36,363,637
NAV per share 11.92 12.15 12.26 12.59
12.75
Net result per share 0.87 0.74 0.55 0.85
0.69
Distribution per share (weighted) 0.49 0.50 0.51 0.52
0.54
Share price as at end of period 12.00 12.75 12.90 12.50
13.16
Gross return on distribution relative to share price 4.08% 3.92% 3.95% 4.16%
4.10%
Gross return on equity (NAV) 6.21% 6.03% 5.01% 6.89%
5.39%
TINC IN EEN OOGOPSLAG
VIJFJAREN OVERZICHT
Investments (cumulative) (in '000 €)
Jun
2018
Jun
2019
Jun
2020
Jun
2021
Jun
2022
NAV per share (in €)
50,000
100,000
150,000
200,000
250,000
300,000
Jun
2018
Jun
2019
Jun
2020
Jun
2021
Jun
2022
0
11.20
11.40
11.60
11.80
12.00
12.20
12.40
12.60
12.80
TINC IN EEN OOGOPSLAG
VIJFJAREN OVERZICHT
Investments (cumulative) (in '000 €)
Jun
2018
Jun
2019
Jun
2020
Jun
2021
Jun
2022
NAV per share (in €)
50,000
100,000
150,000
200,000
250,000
300,000
Jun
2018
Jun
2019
Jun
2020
Jun
2021
Jun
2022
0
11.20
11.40
11.60
11.80
12.00
12.20
12.40
12.60
12.80
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GovernanceResults 2021-2022
6 TINC Annual Report 2021-2022
• Capital-intensive investments in assets
with a long-term character
• Income and costs over the longer term
are characterised by a high degree of
visibility on the basis of long-term
agreements, a strategic market position,
or a regulated framework
• Involvement throughout the
infrastructure lifecycle with a buy-and-
hold investment approach
• Contributing to the distribution policy
of TINC
Founded in 2007, TINC has been listed on
Euronext Brussels since 12 May 2015. As a listed
investment company, TINC has a platform for the
further financing of its growth. This platform is
accessible to both private and institutional
investors, and allows them to invest in capital-
intensive infrastructure in a liquid, transparent,
and diversified way.
TINC is currently active in Belgium, the
Netherlands and Ireland, and aims for further
geographical expansion into other European
regions, preferably through established and
proven partnerships with industrial, operational,
and financial partners.
About TINC
TINC participates in companies that
realise and operate infrastructure.
TINC aims to create sustainable
value by investing in the
infrastructure for the world
of tomorrow.
Participations have several
of these characteristics in
common
Investment trends
Focus areas
TINC at a glance
Low-carbon world
Public Infrastructure
Building Back Better
Digital Infrastructure
Digitisation
Energy Infrastructure
Care and wellbeing
Selective Real Estate
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7 TINC Annual Report 2021-2022
Highlights of 2021-2022
TINC at a glance
General meeting
of shareholders
October 2021
TINC enters into a
partnership with
GaragePark
June 2022
Sustainable Finance
Framework
June 2022
TINC enters into a
partnership with
Zelfstroom
June 2022
GlasDraad heading
towards 35,000
connections
March 2022
Acquisition of an
additional stake in the
Princess Beatrix Lock PPP
project November 2021
November 2021
Acquisition of a 50%
stake in a portfolio of
operational solar farms
December 2021
First wind turbine at
Kroningswind Wind Farm
goes into operation
May 2022
Additional investment
in portfolio company
Datacenter United for the
acquisition of three DC Star
data centres
January 2022
Partnership with wind
power developer Storm
expanded
June 2022
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GovernanceResults 2021-2022
8 TINC Annual Report 2021-2022
Letter to the shareholders
Good operational performance
We are pleased to present you the
annual report of TINC after a year
full of activity against the backdrop
of a public health crisis, geopolitical
uncertainty and economic
turbulence. The diversification
of our participations has limited
the impact of these factors on the
investment portfolio. As a result,
TINC is pleased to announce good
annual results with an increase of
the distribution to shareholders for
the sixth year in a row to €0.54 per
share.
Investment activity
The investment activity of TINC is inspired by
a number of significant societal trends. This
includes the ambition to realise new and
improved public infrastructure, the transition to
a low-carbon society, the ongoing digitisation
of society, and the growing focus on care and
wellbeing. For TINC, these developments provide
the framework for impactful investments in four
focus areas: Public Infrastructure, Energy
Infrastructure, Digital Infrastructure, and Selective
Real Estate. TINC pursued further growth and
diversification of its portfolio over the past year
with €62.3 million in new investment
commitments and €24.0 million in effective
investments in existing and new participations
under contractual investment commitments.
These new commitments include the expansion
of the investment programme with developer
Storm for the realization of onshore windfarms in
Belgium (B), the acquisition of a 50% stake in a
portfolio of operational solar farms (B), increasing
the geographic presence of its portfolio company
Datacenter United through the acquisition of
Results and distribution to shareholders
The participations of TINC have generally shown a
strong operational performance notwithstanding
the COVID-19 crisis, increasing geopolitical
uncertainty and economic turbulence. The
diversification of the portfolio across participations
in various focus areas and countries – each with its
different dynamics – undoubtedly supports the
robust nature of the overall portfolio. The good
operational performance results in a portfolio
result of €30.4 million in the past financial year, i.e.
a 7.67% portfolio return. This portfolio result
translates in a net profit of €25 million or €0.69
per share for the past financial year. Based on
this good annual result, TINC is proposing a
distribution to its shareholders of €0.54 per share.
This is an increase of 3.85% over the previous
financial year and an increase of 15.51% compared
to the distribution at the time of the listing of TINC
in 2015. The distribution represents a gross yield of
4.10% on the closing share price at the end of the
financial year, and is fully covered by cash flows
that TINC receives from its investment portfolio.
Foreword ActivitiesTrendsTINC at a glance Financial StatementsSustainability
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9 TINC Annual Report 2021-2022
three data centres from DC Star (B), the
acquisition of an additional stake in the Princess
Beatrix Lock PPP project (NL), the partnership
with Zelfstroom for the roll-out of solar power
systems through a rental model to private homes
(NL), and the partnership with GaragePark for the
roll-out and operation of a network of innovative
storage and work spaces (NL). These new
commitments reflect the ambition of TINC to
further diversify its portfolio, focusing on
participations with an income model that
potentially shows a positive correlation with
inflationary trends.
Investment portfolio
The fair value of the investment portfolio
increased by 4.,67% over the financial year and
amounts to €415.4 million at the end of the
financial year. This increase is the result of €24.0
million in investments in existing and new
participations, repayments from participations
(€15.6 million), and an increase in the fair value of
the portfolio (€10.1 million). The fair value of the
investment portfolio is calculated by applying a
discount rate to the future cash flows from each
individual participation. The weighted-average
discount rate was 7.81% at the end of the financial
year (7.59% at the end of the previous financial
year). The discount rates used for the valuation of
the participations remained virtually unchanged.
However, the discount rate applied to solar power
projects in Flanders was increased to reflect the
heightened risk profile following a legislative
initiative by the Flemish government to
significantly reduce subsidies for certain older
solar power systems. The break-down of the
portfolio between the investment focus areas
shows 32% Public Infrastructure, 28% Energy
Infrastructure, 21% Digital Infrastructure and 19%
Selective Real Estate. At the end of the financial
year, TINC has €63.3 million of outstanding
contractual investment commitments. Through
the combination of the current portfolio and the
outstanding contractual investment
commitments, the investment portfolio of TINC
will grow over time to circa €480 million.
Funding
TINC has €48.4 million of cash at the end of the
financial year. The cash is available to meet the
outstanding contractual investment
commitments, for general investment purposes
and for distributions to shareholders. With a solid
balance sheet, TINC aims to further develop the
funding structure to support its growth ambitions
with a focus on sustainability. In this respect,
TINC has implemented a sustainable finance
framework that allows to issue a variety of debt
instruments for sustainable investments within
the focus areas of TINC.
Sustainability
Social relevance and sustainability are important
considerations for TINC as an outspoken longterm
investor in the infrastructure that is shaping the
world of tomorrow. Through its investment policy
and its participations, TINC aims to contribute to a
low-carbon, healthy, connected, safe and
prosperous society. TINC incorporates these
ambitions in the implementation of its
sustainability strategy and when identifying
opportunities and monitoring its participations.
In the past year, TINC became a signatory to
the United Nations’ Principles of Responsible
Investment (UN PRI). With its sustainable finance
network, TINC aims to provide funding for
investments that contribute towards the
sustainable development goals, specifically in
relation to social and environmental aspects.
Governance
In June, the mandate of Jean Pierre Dejaeghere as
independent director and chairman of the audit
committee came to an end. We would like to
thank him for his contributions to the
development of TINC since the initial public
offering in 2015. The supervisory board now has
Letter to the shareholders
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GovernanceResults 2021-2022
10 TINC Annual Report 2021-2022
8members and is well balanced in terms
of independence and gender diversity.
With a robust portfolio and access to the
resources to drive further growth, we look ahead
with confidence in these challenging times.
TINC would like to thank all its shareholders
for their trust and support.
Philip Maeyaert
(on the right in the photo)
Chairman of the Supervisory Board
Manu Vandenbulcke
CEO
Letter to the shareholders
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11 TINC Annual Report 2021-2022
TINC is inspired by
significant societal trends
Investment trends
Low-carbon world Care and wellbeingBuilding Back
Better
Digitisation
LC
W
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12 TINC Annual Report 2021-2022
TINC invests in
four focus areas
Investment trends
25
415
participations
With a fair value of
(in millions of €)
Public Infrastructure
Energy Infrastructure
Digital Infrastructure
Selective Real Estate
Our activities
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13 TINC Annual Report 2021-2022
Public
Infrastructure
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GovernanceResults 2021-2022
14 TINC Annual Report 2021-2022
United Nations Sustainable
Development Goals
Public Infrastructure
Investments in public infrastructure typically take
the form of a participation in a Public Private
Partnership (PPP) in which a consortium of
industrial and financial partners designs, builds,
and finances public infrastructure and, for a
contractually defined period, maintains it and
makes it available to a public partner in return for
periodic fee payments. At the end of the contract,
the responsibility for the infrastructure is
transferred to the public partner.
The PPP participations receive availability
payments from public authorities in return for
making the infrastructure available during the
term of the contract. The availability payment is
not linked to the actual use of the infrastructure,
and covers the operating, maintenance and
financing costs of the infrastructure.
TINC has since its inception invested in public infrastructure such as roads,
public transport, social housing, and detention centers. Public infrastructure
is the necessary backbone for the well-functioning of any modern society.
Through its investments, TINC shapes its ambition to realise future proof
public infrastructure.
The financing includes both debt capital from
lenders and equity capital contributed by TINC.
This is an essential part of the PPP structure:
TINC enables its partners to focus on the design,
realisation and maintenance of these projects.
In a complex and challenging society, public
infrastructure must evolve to meet the
requirements of the world of tomorrow. This will
require significant investments and offers growth
opportunities for TINC.
To this end, TINC closely monitors in cooperation
with partners the developments concerning
public tenders and public-private financing.
Mobility
Housing
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15 TINC Annual Report 2021-2022
Share of the total
investment portfolio (FV)
133
(in millions of €)
Fair value (FV)
7.00
%
7
Weighted average
discount rate
Number of
participations
PUBLIEKE INFRASTRUCTUUR
SNAPSHOT
32%
68%
Public Infrastructure
Other
Public Infrastructure
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GovernanceResults 2021-2022
16 TINC Annual Report 2021-2022
Social Housing PPP Ireland
Social Housing / Dublin
Princess Beatrix Lock
Lock / Lek Canal near Utrecht
A15 Maasvlakte-Vaanplein
Motorway / Rotterdam South
ring road
VIA A11
Motorway / port Zeebrugge
VIA R4 GHENT
Motorway / southern Ghent ring road
TINC is active as an investor during the
entire lifecycle of public infrastructure:
from development and design to
maintenance and operations. TINC
cooperates with local and international
contractors in realising and
maintaining these projects.
All projects are PPPs based on
availability fees, usually under a DBFM
or a DBFM(O) contract. In this way,
TINC has to date contributed to the
realisation of approximately €2 billion
worth of critical public infrastructure.
Project Brabo I
Tram line / Antwerp
L’Hourgnette
Prison / Marche-en-Famenne
Participations
The Netherlands
Belgium
Ireland
Public Infrastructure
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17 TINC Annual Report 2021-2022
Country Participation
VIA A11 25
operational
operational
operational
operational
operational
operational
operational
Flemish Region
Jan De Nul NV, Willemen NV (Franki,
Answebo), Aclagro NV and Algemene
Aannemingen Van Laere NV
Besix NV, Stadsbader NV and Eiffage SA
Besix NV, Frateur-De-Pourcq NV and
Willemen NV (Franki)
Eiffage SA and Sodexo
Besix NV, Jan De Nul NV, Heijmans Infra BV,
Agidens Infra Automation NV and Martens &
Van Oord Aannemingsbedrijf BV
Ballast Nedam Infra BV, Strukton BV
and Strabag
Choice Ltd and John Sisk & Son
VIA R4 GHENT 20Flemish Region
Brabo I 25Flemish Region
L’Hourgnette 16
Federal government
Princess Beatrix
Lock
24
State of
the Netherlands
State of
the Netherlands
14
24Dublin City Council
A15 Maasvlakte-
Vaanplein
Social Housing
Ireland
Type Public
counterparty
Remaining
contract term
Status
Industrial partners
Belgium
Ireland
The Netherlands
Public Infrastructure
Foreword ActivitiesTrendsTINC at a glance Financial StatementsSustainability
GovernanceResults 2021-2022
18 TINC Annual Report 2021-2022
Key developments
• The Public Infrastructure participations
showed a good operational performance in a
year when performance penalties and fines
imposed by public-sector customers
remained at minimum levels. While the
impact of COVID-19 on regular operations
was limited, some maintenance work was
still postponed. The resulting maintenance
backlog has meanwhile been cleared;
• The good operational performance was
the basis for an excellent portfolio result
(€12.4 million, i.e. a portfolio return of 9.38%)
and strong cash flows to TINC (€11.8 million)
from the participations;
• TINC increased its stake in the Princess
Beatrix Lock PPP project by acquiring
the stake of one of the construction
partners, which represents an investment
of €0.5 million;
• Construction work for the Social Housing
PPP in Ireland was completed in August
2021. Barring one or two units, all 534
housing units are currently in use. TINC is
expected to contribute the contractually
agreed equity in the second half of 2022.
TINC will then also acquire the remaining
50% stake from its partner to ultimately hold
100% participation.
• Availability certificates have been obtained
for all Public Infrastructure participations.
As a result, there is not any longer exposure
to construction risk in the portfolio at the
end of the year;
• As part of the ambition to render the
portfolio more sustainable, various
participations invested in sustainability
measures. For example, a significant part of
local power demand of the Princess Beatrix
Lock and the Via A11 motorway is met by
installing hundreds of solar panels and a
wind turbine respectively;
• The potential rise in maintenance costs as a
result of inflation is virtually completely
passed on to the public-sector customers.
In a complex and challenging
society, public infrastructure must
evolve to meet the requirements
of the world of tomorrow. This will
require significant investments
and offers growth opportunities
for TINC.
Public Infrastructure
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GovernanceResults 2021-2022
19 TINC Annual Report 2021-2022
IN ‘000 €
June 30, 2021 June 30, 2022
Portfolio result 15,347 12,381
Cash flow from the participations 10,579 11,804
Fair value (FV) participation 131,966 133,043
Weighted average discount rate 7.00% 7.00%
June 30, 2021 June 30, 2022
Weighted average debt ratio (%) 75.0 75.4
Weighted average remaining maturity of debt
(in years)
1
22 21
Weighted average remaining
contract term (in years)
23 22
1 Fully amortising with a fixed interest rate
Key figures
Public Infrastructure
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20 TINC Annual Report 2021-2022
115 120 125
(481)
(6,687)
7,267
528
130 135 140
Discount rate
+/- 0.5%
Inflation
-/+ 0.5%
133,043
Basic assumptions valuation
Long-term cash flows - Public Infrastructure
Inflation
2022-2023 financial year
after that
4%
2%
Weighted average
discount rate
7.00%
PUBLIEKE INFRASTRUCTUUR
LANGJARIGE KASSTROMEN
June
’49
June
’48
June
’47
June
’46
June
’45
June
’44
June
’43
June
’42
June
’41
June
’40
June
’39
June
’38
June
’37
June
’36
June
’35
June
’34
June
’33
June
’32
June
’31
June
’30
June
’29
June
’28
June
’27
June
’26
June
’25
June
’24
June
’23
June
2022
0
5
10
15
20
25
30
35
Indicative annual cash flows (in millions of €) as at 30/06/2022
Sensitivity analysis valuation
Public Infrastructure
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21 TINC Annual Report 2021-202221 TINC Annual Report 2021-2022
Highlighted
Participation
Because of the increase in water traffic and the
scaling up of inland navigation to relieve road
traffic, the Lock was potentially becoming a
bottleneck. Thanks to the renovation of the two
existing lock chambers and the construction of
a third, waiting times have since been reduced
to virtually zero.
Princess Beatrix Lock
The Princess Beatrix Lock, the largest
inland navigation lock in the Netherlands,
is located in the LekCanal, the most
important waterway connection between
the ports of Rotterdam and Amsterdam.
It is used by around 50,000 ships per year.
Stake
40.63%
Public Infrastructure
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GovernanceResults 2021-2022
22 TINC Annual Report 2021-2022
Highlighted
Participation
Brabo 1 is a public-private partnership set up
for the construction of light rail infrastructure
in the eastern part of Antwerp (line extensions
to Wijnegem and Mortsel/Boechout) and a
maintenance depot in Wijnegem. The project
provides a fast light rail link between the Antwerp
city centre and the more remote municipalities
around the city. The project enables e.g. a fast
connection between the shopping centre in
Wijnegem and the Antwerp city centre. The
project with a realization cost of circa €125 million
benefits from availability fees paid by the public
transport operator De Lijn and the Flemish road
agency for ensuring that the infrastructure is
available.
Brabo 1
The Brabo 1 light rail and road infrastructure
provides road congestion relief around the
city of Antwerp. Completed between 2009
and 2012, this project was Flanders’ (B) first
PPP project in the transport domain with
a DBFM structure.
Stake
52%
Public Infrastructure
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GovernanceResults 2021-2022
TINC Annual Report 2021-202223
The public-private partnership with the
Department of Housing and Dublin City Council
includes 534 residential units at six locations
in the Dublin area, on Ireland’s east coast.
The project with a realisation cost of circa
€120 million benefits from availability fees for
ensuring that the housing units are available
for use during the 25-year contract term.
The construction was completed in 2021.
PPP Social Housing Ireland
With its participation in the PPP Social
Housing Ireland, TINC is investing in
the first bundle of the social housing
programme that was announced by the
Irish Government in 2015, which aims to
realise 1,500 additional social housing units.
Stake
47.5%
Highlighted
Participation
W
Public Infrastructure
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GovernanceResults 2021-2022
24 TINC Annual Report 2021-202224 TINC Annual Report 2021-2022
Energy
Infrastructure
Foreword ActivitiesTrendsTINC at a glance Financial StatementsSustainability
GovernanceResults 2021-2022
25 TINC Annual Report 2021-2022
A strong and supportive European and national
policy will provide the framework for major
investment and growth opportunities when
it comes to energy infrastructure.
Energy Infrastructure
The revenues of TINC’s renewable energy
participations are derived from the sale of the
power production, from green energy support
mechanisms, or from a combination of both.
Turnover is the result of the actual power
production, the evolution of the short and long-
term power price and the level of support under
the green energy support mechanisms. There is
a notable trend for future wind and solar farm
developments towards less support from green
energy support mechanisms and a larger
proportion of revenues derived from the sale
of the green power production.
It is expected that there also will be a shift towards
a larger share of direct green power purchase
agreements with industrial or other customers
rather than simply feeding the power production
into the electricity grid.
TINC has been investing in the energy transition through its renewable
energy participations for many years, and is fully committed to the transition
to a low-carbon society.
United Nations Sustainable
Development Goals
Onshore windfarms
Offshore windfarms
Solar power
The energy transition will require
enormous investments for the
development of green power
generation capacity, for dealing
with traditional forms of energy
generation, and for energy storage
and distribution.
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GovernanceResults 2021-2022
26 TINC Annual Report 2021-2022
ENERGIE INFRASTRUCTUUR
SNAPSHOT
Share of the total
investment portfolio (FV)
117
(in millions of €)
Fair value (FV)
8.35
%
Weighted average
discount rate
28%
72%
Energy Infrastructure
Other
Energy Infrastructure
11
Number of
participations
Foreword ActivitiesTrendsTINC at a glance Financial StatementsSustainability
GovernanceResults 2021-2022
27 TINC Annual Report 2021-2022
Energy Infrastructure
TINC is an active investor in renewable
energy. Its participations include
onshore windfarms and solar farms in
Belgium, the Netherlands and Ireland
with a capacity of approximately
400MW (38MW solar farms). This is the
equivalent of the power consumption
of approximately 275,000 households.
TINC is also financing through a
subordinated loan two offshore
windfarms in Belgium with a total
capacity of approximately 380MW.
TINC closely follows developments
in renewable energy, and has the
ambition to further actively invest in
this area in the future. TINC cooperates
with renowned developers and
operators in the energy transition
domain.
Participations
Storm Ireland 11MW
Berlare Wind 9MW
Solar Finance 19MW
Sunroof 12MW
Lowtide 7MW
Northwind 216MW
Nobelwind 165MW
Storm 207MW
Windfarm
Solar farm
The Netherlands
Belgium
Ireland
Zelfstroom 15MW
Kroningswind 80MW
Kreekraksluis 40MW
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28 TINC Annual Report 2021-2022
Energy Infrastructure
Country
Onshore windfarms in Flanders that came into operation before January 1, 2013 receive one green energy certificate per MWh produced,
with a guaranteed minimum price per certificate (non-indexed), on top of the market price or the electricity. For onshore windfarms
that came into operation after 2013, one part of such a green energy certificate per MWh produced is allocated. This is the banding
factor, which is revised every year, taking into account the trend for the price of electricity on the market: it is higher when prices are
lower, and vice versa.
Onshore windfarms in the Netherlands come under the ‘Subsidy for Sustainable Energy’, which involves a variable amount being
granted per MWh produced up to a fixed maximum production level, in addition to a minimum market price. As long as the market
price is higher than or equal to this minimum market price and lower than a certain maximum market price, a total fixed amount
per MWh (non-indexed) is granted.
Onshore windfarms in Ireland receive a ‘Renewable Energy Feed-In Tariff’ (REFIT) price per MWh produced (indexed) where the electricity
is sold on the market and the difference between the market price and the REFIT price is adjusted.
Offshore windfarms in Belgium receive a guaranteed price per MWh produced, on top of the market price.
Solar farms in Flanders in the portfolio receive one green energy certificate per MWh produced (non-indexed), with a guaranteed minimum
price per certificate, on top of the price agreed with the local buyer and the market price for the remaining part that is fed into the grid.
Technology Green energy support mechanism
The Netherlands
Ireland
Belgium
Foreword ActivitiesTrendsTINC at a glance Financial StatementsSustainability
GovernanceResults 2021-2022
29 TINC Annual Report 2021-2022
Energy Infrastructure
ENERGIE INFRASTRUCTUUR
KENMERKEN PORTEFEUILLE
ENERGIE INFRASTRUCTUUR
KENMERKEN PORTEFEUILLE
ENERGIE INFRASTRUCTUUR
KENMERKEN PORTEFEUILLE
ENERGIE INFRASTRUCTUUR
KENMERKEN PORTEFEUILLE
62.5%
93%
68.2%
7%
8.5%
69.7%
21.8%
6.3%
31.1%
Operational
Wind
Solar
In realisation
0-5 years
6-10 years
11-15 years
Belgium
The Netherlands
Ireland
Onshore wind and
solar power generation
(2021-2022) (MWh)
Status (MW)
Age of onshore
wind and solar farms
(MW)
Wind and solar
power generation
per geographic location
(MW)
(not including offshore)
31.8%
Foreword ActivitiesTrendsTINC at a glance Financial StatementsSustainability
GovernanceResults 2021-2022
3030
• During the year, new commitments totalling €31.6 million were
made for investments in Energy Infrastructure:
– a partnership with Zelfstroom, the largest provider of rental
solutions of solar systems to private property owners in the
Netherlands. TINC has committed equity for the rollout of solar
power systems through a rental model, which will be invested
over the period 2022-2023 in function of the roll-out of the
systems (€5 million);
– acquisition of a 50% stake in a portfolio of operational solar farms
in Belgium (€8.6 million);
– expansion of the long-standing partnership with Storm providing
funding for investments in new and additional onshore
windfarms in Belgium (€18 million). The additional funding will
serve to realise new onshore windfarms with a capacity of
approximately 50 MW across Belgium. What sets this project
apart is that a number of these windfarms will not, or virtually
not, rely on green power support mechanisms;
• TINC effectively invested €14.0 million in additional windfarms
developed by Storm, in the acquisition of a 50% stake in a portfolio
of solar farms in Belgium, and in a partnership with Zelfstroom;
• Construction work progressed well on the Kroningswind windfarm
with all 19 wind turbines installed. The windfarm is scheduled to go
into full operation in the third quarter of 2022;
• The total power production of the onshore windfarms amount to
376 GWh, slightly below budget because of a number of relatively
low-wind months. Power generation by the solar farms, on the
other hand, was in line with the expected level, totalling 30 GWh;
• The financial year was marked by volatile and rapidly rising power
prices. Prices are expected to stay high for some time to come. Due
to the interaction between the power price evolution and subsidies
received under green energy support mechanisms by the
participations, and because of the fact that the power production is
often sold for the medium to long term, the high power prices are
not instantly reflected in the energy participations’ results. In the
longer term though, high power prices are expected to create a
strong basis for the good performance of the participations;
• The portfolio result of €3.9 million is lower than expected reflecting
the adverse impact of applying a higher discount rate for purposes
of the valuation of the Flemish solar power participations following
a legislative initiative by the Flemish regional government to phase
out support mechanisms for certain solar power systems. The fair
value of these solar power participations stands at €20.6 million at
the end of the financial year. Pending further legislative
clarification, the final impact that possible changes to the support
mechanisms will have on the valuation of these solar power
participations is currently unclear;
· The cash flows that TINC receives from its Energy Infrastructure
participations remain strong at €17.8 million, i.e. equal to 15.2% of
the fair value of the Energy Infrastructure participations.
Key developments
Energy Infrastructure
Foreword ActivitiesTrendsTINC at a glance Financial StatementsSustainability
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31 TINC Annual Report 2021-2022
‘000 €
June 30, 2021 June 30, 2022
Portfolio result 9,182 3,856
Cash flows from the participations 10,150 17,753
Fair value (FV) participation 117,025 117,116
Weighted average discount rate 7.29% 8.35%
June 30, 2021 June 30, 2022
Weighted average debt ratio (%)
(excluding offshore)
43.4 49.5
Weighted average remaining maturity of debt
(in years) (other than for offshore)
12.0 13.0
Fully amortising with a fixed interest rate
Energy Infrastructure
Key figures
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GovernanceResults 2021-2022
32 TINC Annual Report 2021-2022
ENERGIE INFRASTRUCTUUR
KERNCIJFERS
July
2021
Aug
2021
Sep
2021
Oct
2021
Nov
2021
Dec
2021
Jan
2022
Feb
2022
Mar
2022
Apr
2022
May
2022
June
2022
20,000
30,000
3,000
25,000
40,000
45,000
50,000
55,000
60,000
MWh
60
80
100
120
140
160
180
200
€/MWh
July
2021
Aug
2021
Sep
2021
Oct
2021
Nov
2021
Dec
2021
Jan
2022
Feb
2022
Mar
2022
Apr
2022
May
2022
June
2022
ENERGIE INFRASTRUCTUUR
KERNCIJFERS
July
2021
Aug
2021
Sep
2021
Oct
2021
Nov
2021
Dec
2021
Jan
2022
Feb
2022
Mar
2022
Apr
2022
May
2022
June
2022
20,000
30,000
3,000
25,000
40,000
45,000
50,000
55,000
60,000
MWh
60
80
100
120
140
160
180
200
€/MWh
July
2021
Aug
2021
Sep
2021
Oct
2021
Nov
2021
Dec
2021
Jan
2022
Feb
2022
Mar
2022
Apr
2022
May
2022
June
2022
ENERGIE INFRASTRUCTUUR
SENSITIVITEITSANALYSE
Fair value in ’000 €
100 105 110
(10,983)
(3,051) 3,250
(2,875)
(3,947)
12,371
2,687
11,038
115 120 125 130
135
117,116
Energy production
-/+ 5%
Energy prices
-/+ 10%
Inflation
-/+ 0.5%
Discount rate
+/- 0.5%
Evolution during 2021-2022
Production (MWh) (exclusive offshore)
Production Revenue/MWh (including subsidies, exclusive offshore)
Energy Infrastructure
Basic assumptions valuation
Inflation
2022-2023 financial year
after that
4%
2%
Weighted average
discount rate
8.35%
Energy production
The P50 probability scenario
corresponds to estimated
generation (depending on future
irradiation or wind speed values)
that has a 50% probability of
actually being realised.
Energy prices
Assumptions based on future
market prices and projections
from independent advisors.
Foreword ActivitiesTrendsTINC at a glance Financial StatementsSustainability
GovernanceResults 2021-2022
33 TINC Annual Report 2021-2022
ENERGIE INFRASTRUCTUUR
SENSITIVITEITSANALYSE
Fair value in ’000 €
100 105 110
(10,983)
(3,051) 3,250
(2,875)
(3,947)
12,371
2,687
11,038
115 120 125 130
135
117,116
Energy production
-/+ 5%
Energy prices
-/+ 10%
Inflation
-/+ 0.5%
Discount rate
+/- 0.5%
Long-term cash flows - Energy Infrastructure
ENERGIE INFRASTRUCTUUR
LANGJARIGE KASSTROMEN
0
3
6
9
12
15
18
June
’49
June
’48
June
’47
June
’46
June
’45
June
’44
June
’43
June
’42
June
’41
June
’40
June
’39
June
’38
June
’37
June
’36
June
’35
June
’34
June
’33
June
’32
June
’31
June
’30
June
’29
June
’28
June
’27
June
’26
June
’25
June
’24
June
’23
June
2022
Indicative annual cash flows (in millions of €) as at 30/06/2022
Sensitivity analyses valuation
Energy Infrastructure
Foreword ActivitiesTrendsTINC at a glance Financial StatementsSustainability
GovernanceResults 2021-2022
34 TINC Annual Report 2021-2022
TINC Annual Report 2021-202234
Since 2014, Zelfstroom has installed solar power
systems in approximately 20,000 private homes
on a rental basis (www.zelfstroom.nl). Zelfstroom
helps private individuals and SMEs make their
home or business premises more sustainable.
Partnering with TINC gives Zelfstroom long-term
access to additional funds to help drive the energy
transition in the Netherlands. TINC’s initial
investment of €5 million is intended to fund the
further roll-out of Zelfstroom’s rental concept.
This investment is in line with our ambition, as
an active investor, to support innovative solutions
that accelerate the energy transition and promote
Zelfstroom
Zelfstroom is the Netherlands’ largest
provider of rental solar panels to private
property owners. In partnering with
Zelfstroom, TINC provides capital for the
roll-out of solar power systems on a hire
purchase basis. This way, TINC supports
innovative solutions that will accelerate
the energy transition and promote energy
independence.
Stake
90%
energy independence. Since Zelfstroom’s concept
ties in with strong demand from families for local
power generation with stable prices, Zelfstroom
does not rely on support mechanisms or
subsidies.
New participation
LC
Energy Infrastructure
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GovernanceResults 2021-2022
35 TINC Annual Report 2021-2022
35 TINC Annual Report 2021-2022
Highlighted
Participation
Since 2011, TINC has invested in
several windfarms in Belgium
realized and operated by Storm.
Storm
Storm is accelerating the transition to a climate-neutral society.
This is realised by developing, building and operating onshore windfarms
in Belgium at the lowest possible cost to society.
Number of turbines
61
Total capacity
207MW
Stake
39.47%-45%
LC
Energy Infrastructure
Foreword ActivitiesTrendsTINC at a glance Financial StatementsSustainability
GovernanceResults 2021-2022
36 TINC Annual Report 2021-2022
Highlighted
Participation
Kroningswind
Windfarm Kroningswind is an onshore windfarm that is realised on the island
of Goeree-Overflakkee in South-Holland, in an area between the towns of
Stellendam and Middelharnis.
Energy Infrastructure
Number of turbines
19
Total capacity
80MW
Stake
73%
TINC Annual Report 2021-202236
LC
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GovernanceResults 2021-2022
37 TINC Annual Report 2021-202237 TINC Annual Report 2021-2022
Digital
Infrastructure
Foreword ActivitiesTrendsTINC at a glance Financial StatementsSustainability
GovernanceResults 2021-2022
38 TINC Annual Report 2021-2022
These are the physical assets that underpin the
digital world, such as high-performance fibre
optic networks, transmission masts for mobile
networks, and facilities for data management and
storage. The development of digital infrastructure
is strongly driven by the relentless demand for
technological services and data storage.
Digital infrastructure is often an important tool for
optimising traditional infrastructure, for example
with smart mobility through connected networks
that enable real-time data exchange. Digital
infrastructure thus has the potential to add
value to many activities, including traditional
infrastructure assets. It can lead to enhanced
levels of usage.
Digital infrastructure includes a wide range of assets used to deliver all
kinds of digital services and that constitute the backbone of an increasingly
interconnected world.
The revenue model for digital infrastructure
typically consists of payments from a range of
customers and users to use network or storage
capacity.
This requires significant investments and is a
major priority in TINC’s investment and growth
ambitions.
United Nations Sustainable
Development Goals
Data networks
Data centres
Digital Infrastructure
A comprehensive digitisation
of society stands high on the list
of priorities.
DIGITALE INFRASTRUCTUUR
SNAPSHOT
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GovernanceResults 2021-2022
39 TINC Annual Report 2021-2022
DIGITALE INFRASTRUCTUUR
SNAPSHOT
Share of the total
investment portfolio (FV)
87
(in millions of €)
Fair value (FV)
8.68
%
Weighted average
discount rate
79%
21%
Digital Infrastructure
Other
Digital Infrastructure
2
Number of
participations
Foreword ActivitiesTrendsTINC at a glance Financial StatementsSustainability
GovernanceResults 2021-2022
40 TINC Annual Report 2021-2022
Digital Infrastructure
40 TINC Annual Report 2021-2022
GlasDraad
GlasDraad was founded in 2017 on the
initiative of TINC with the ambition to
provide residents and businesses in
underserved areas in the Netherlands
with access to a super-fast, reliable,
and affordable fibre optic network.
GlasDraad aims to play a prominent role in
the further rollout of super-fast internet in the
Netherlands, and to this end has entered into
partnerships with KPN and Rekam, among others.
GlasDraad realises network connections in
function of the actual demand from residents
and businesses who do not yet have broadband
internet access. GlasDraad subsequently operates
these networks through an ‘open access’ model.
Multiple service providers can provide customised
content and packages to their customers over the
GlasDraad network. GlasDraad receives recurring
fees from internet service providers who deliver
their content over the network to end users, as
well as fees from end users.
GlasDraad is present throughout the Netherlands
with networks in various stages of realization –
operational, under construction, and in demand
bundling – that will eventually provide about
60,000 households with ultrafast internet. In the
past financial year, GlasDraad also acquired the
remaining stake of Rekam in their joint venture.
Highlighted
Participation
Fibre networks are a future-proof
technology, and a perfect fit
with the long-term investment
objective of TINC.
Stake
100%
Foreword ActivitiesTrendsTINC at a glance Financial StatementsSustainability
GovernanceResults 2021-2022
41 TINC Annual Report 2021-2022
Digital Infrastructure
TINC Annual Report 2021-202241
Datacenter United
Customers not only rent space at Datacenter
United in order to have their business critical
applications and data work in optimal conditions
in secured server racks (colocation services), but
also benefit from availability guarantees (uptime)
in respect of the infrastructure. Datacenter United
provides its customers through its centres in
Antwerp, Oostkamp, Ghent and Brussels a
complete service package, ranging from physical
migration to the data centre to all related services
(energy supply including back-up, connectivity
via fibre networks, and remote hands and eyes).
Customers pay a fee for these services, based on
contracts with varying terms.
Datacenter United owns and operates
six data centres in Belgium after the
partnership with DC Star in January 2022.
These data centres offer scalable and
reliable data centre colocation services and
associated services such as connectivity to
a wide range of customers.
Datacenter United reached an important
milestone when the Antwerp data centre was
certified as the only operator in Belgium offering
tier-IV security, the highest available level.
Highlighted
Participation
Datacenter United has invested
in heat-recovery equipment and
owns a 3,500m
2
solar farm in
Oostkamp.
Stake
75%
Foreword ActivitiesTrendsTINC at a glance Financial StatementsSustainability
GovernanceResults 2021-2022
42 TINC Annual Report 2021-2022
DIGITALE-INFRASTRUCTUUR
SENSITIVITEITSANALYSE
Fair value in ’000 €
7570 80
(4,055) 4,391
(5,629) 6,080
85 90 95 100
86,581
Discount rate
+/- 0,5%
Inflation
-/+ 0,5%
‘000 €
June 30, 2021 June 30, 2022
Portfolio result 4,848 5,034
Cash flows from the participations 360 88
Fair value (FV) participation 76,434 86,581
Weighted average discount rate 8.69% 8.68%
June 30, 2021 June 30, 2022
Weighted average debt ratio (%) 8.3 29.7
Weighted average remaining maturity of debt
(in years)
6.0 5.4
Sensitivity analyses valuation
Basic assumptions valuation
Inflation
2022-2023 financial year
after that
4%
2%
Weighted average
discount rate
8.68%
Key figures
Digital Infrastructure
Foreword ActivitiesTrendsTINC at a glance Financial StatementsSustainability
GovernanceResults 2021-2022
43 TINC Annual Report 2021-2022
DIGITALE-INFRASTRUCTUUR
SENSITIVITEITSANALYSE
Fair value in ’000 €
7570 80
(4,055) 4,391
(5,629) 6,080
85 90 95 100
86,581
Discount rate
+/- 0,5%
Inflation
-/+ 0,5%
43 TINC Annual Report 2021-2022
Selective
Real Estate
RE
Foreword ActivitiesTrendsTINC at a glance Financial StatementsSustainability
GovernanceResults 2021-2022
44 TINC Annual Report 2021-2022
United Nations Sustainable
Development Goals
Selective Real Estate
The investment by TINC in selective real estate
renders facilitates businesses, organisations and
customers, who can now focus on the quality of
their core business and services. The investment
by TINC may as such enhance the social return of
the selective real estate.
The revenue model for selective real estate
consists mainly of relatively predictable user fees
that often develop in line with the evolution of
inflation.
Selective real estate includes a variety of real estate assets that play
a socially important role in the health sector, in terms of wellbeing,
housing and mobility, or for purposes of scientific research.
Care
Mobility
Research
Leisure
Housing
RE
Foreword ActivitiesTrendsTINC at a glance Financial StatementsSustainability
GovernanceResults 2021-2022
45 TINC Annual Report 2021-2022
ONDERSTEUNEND VASTGOED
SNAPSHOT
Share of the total
investment portfolio (FV)
79
(in millions of €)
Fair value (FV)
7.57
%
Weighted average
discount rate
19%
81%
Selective Real Estate
Other
5
Number of
participations
Selective Real Estate
RE
RE
Foreword ActivitiesTrendsTINC at a glance Financial StatementsSustainability
GovernanceResults 2021-2022
46 TINC Annual Report 2021-2022
TINC Annual Report 2021-202246
GaragePark
Stake
62.5%
GaragePark has more than 50 parks completed
and in development in the Netherlands with
approximately 5,000 individual garage boxes.
The garage boxes are considered an ideal place
for small and medium-sized businesses to safely
store business equipment or to carry out some
work. With its commitment to proximity, 24/7
accessibility, security and low-maintenance spaces
that are energetically self-sufficient through solar
power, the GaragePark concept is distinctive from
neighborhood garages, small business premises
and conventional storage. The GaragePark
concept is a tailor-made solution for small
businesses such as plasterers, painters and
plumbers, but also for web shops, event
Headquartered in Blaricum (NL),
GaragePark develops and operates
innovative multifunctional storage and
work spaces. Through its partnership with
GaragePark, TINC provides, together with
GaragePark's shareholders, funding for
the further roll-out of the concept and the
commercial operation of future realisations.
organisers, city logistics and, in general, for all
entrepreneurs in small and medium-sized
businesses (SMEs) who want to store their stock,
tools and equipment securely and have 24/7
access. On the outside it is a garage, but on
the inside it is a business space.
TINC has committed to invest €25 million, an
amount that will be effectively invested in the
period 2022-2025 in function of the realisation
of new facilities by GaragePark.
New participation
W
Selective Real Estate
RE
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GovernanceResults 2021-2022
47 TINC Annual Report 2021-2022
TINC Annual Report 2021-202247
Highlighted
Participation
The residences provide housing and care for
about 1100 residents with a wide range of special
needs, who live in care units ranging from single-
person flats to larger living units, depending on
the level of independence of the residents. The
aim is to integrate the residents into the local
community, to allow them to stay connected with
family and relatives, and to ensure they receive
high-quality care.
The residences are operated by Réseau Abilis
which employs some 800 full-time staff. The
activities of Réseau Abilis are funded through
contributions from various public authorities.
Réseau Abilis pays an inflation-linked rent to
TINC for the use of the care residences under
a long-term agreement.
Réseau Abilis
Réseau Abilis is a growing network of
specialised residences that provide life-
long residential care to people with special
needs at 26 sites in Belgium (Wallonia
and Brussels), as well as in France and
the Netherlands.
Stake
67.5%
During the year, TINC invested in a number of
existing and new additional residences. TINC also
owns a minority stake in operator Réseau Abilis,
which allows TINC to monitor the quality of care.
W
Selective Real Estate
RE
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GovernanceResults 2021-2022
48 TINC Annual Report 2021-2022
48 TINC Annual Report 2021-2022
Bioversneller
Bioversneller offers biotech and the life sciences
companies with major research activities 18,000m
2
of offices, laboratories, meeting rooms and related
services on the Ardoyen science campus in
Zwijnaarde, Belgium.
The business centre has historically had an
excellent occupancy rate of almost 100%.
It accommodates currently three customers –
Sanofi (Ablynx), Eastman and Aphea.Bio. Together,
these customers employ around 500 people on
the premises. Customers pay an inflation-linked
fee for the accommodation and related services
based on a long-term agreement.
The Bioversneller business centre is an
initiative by TINC and was developed
in close cooperation with the Flemish
Institute for Biotechnology (VIB) and
Ghent University.
Highlighted
Participation
Stake
50%
W
Selective Real Estate
RE
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GovernanceResults 2021-2022
49 TINC Annual Report 2021-2022
TINC Annual Report 2021-202249
De Haan Vakantiehuizen
Stake
12.5%
Located in the Belgian coastal town of De Haan,
500 metres from the beach, the holiday park
covers 333 hectares, has a large tropical water park
and offers leisure activities such as shopping,
dining, bowling and many outdoor sports. The
holiday park is operated by Pierre & Vacances, the
European leader in tourist accommodation, under
the label Center Parcs De Haan.
De Haan Vakantiehuizen receives inflation-linked
rental payments from Pierre & Vacances under a
long-term lease agreement. Pierre & Vacances is
for its own account in charge of the commercial
exploitation, the operations and the maintenance
of the holiday cottages.
De Haan Vakantiehuizen owns 347 holiday
cottages in the Center Parcs holiday park
in De Haan.
Highlighted
Participation
W
Selective Real Estate
RE
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50 TINC Annual Report 2021-2022
Eemplein
Stake
100%
Above the car park there is a Pathé cinema, an
Albert Heijn supermarket, a MediaMarkt store
and multiple apartment complexes. APCOA is
responsible for the operational and financial
management of the car park.
The income is generated through the sale of
short-term parking tickets, prepaid parking cards,
and subscriptions for residents and businesses.
The variety of activities above the car park, in an
environment where development is in full swing,
makes the car park an attractive participation.
In preparation of responding to external factors
that may affect the car park now and in the future,
car park Eemplein is undertaking various
sustainability initiatives. This includes installing
charging facilities for electric vehicles. The car
Car park Eemplein is located in the
Dutch city of Amersfoort and has 625
underground parking spaces. The plaza
above the car park has a combination of
shops, offices, flats, and recreation facilities.
park also benefits from the use of 100% green
electricity. The past year was marked by the
COVID-19 public health crisis, in particular the
latter months of 2021. On an operational level, any
potential impact of the crisis on the health of
employees and customers was quickly addressed.
Despite a lower turnover during the periods
in which the lockdown restrictions were tight,
the car park has demonstrated its financial
resiliency.
Highlighted
Participation
W
Selective Real Estate
RE
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51 TINC Annual Report 2021-2022
ONDERSTEUNEND VASTGOED
SENSITIVITEITSANALYSE
Fair value in ’000 €
Discount rate
+/- 0.5%
Inflation
-/+ 0.5%
70 75
(3,726) 4,011
(3,869) 4,167
80 85
90
78,696
‘000 €
June 30, 2021 June 30, 2022
Portfolio result 7,102 9,173
Cash flows from the participations 6,688 6,204
Fair value (FV) participation 71,464 78,696
Weighted average discount rate 8.02% 7.57%
June 30, 2021 June 30, 2022
Weighted average debt ratio (%) 47.3 45.1
Weighted average remaining maturity of debt
(in years)
16.0 15.9
Sensitivity analysis valuation
Basic assumptions valuation
Inflation
2022-2023 financial year
after that
4%
2%
Weighted average
discount rate
7.57%
Key figures
Selective Real Estate
RE
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52 TINC Annual Report 2021-2022
The net profit for the financial year amounts to
€25.0 million or €0.69 per share and is based on
a portfolio result of €30.4 million or a portfolio return
of 7.67%. The slightly lower portfolio result and net
result compared with the previous financial year is
predominantly explained by the reduction of the
discount rates at the end of the previous financial
year, whereas discount rates have remained virtually
unchanged at the end of the past financial year and
even increased for some participations.
Valuation of the portfolio
The valuation of all participations at their fair value is carried out on a half-
yearly basis and was done and in accordance with the applicable valuation
rules during the past financial year on December 31, 2021, and at the closing
of the financial year on June 30, 2022. The valuations on an interim basis are
subject to a limited review by the statutory auditor.
The basis for the valuations is the expected future cash flows related to each
participation. These expected cash flows are periodically evaluated based on
general and specific parameters specific to each participation. Subsequently,
they are updated when necessary. A significant part of the cash flows can be
estimated accurately based on long-term contracts concluded, the applicable
regulatory framework or the strategic position of the infrastructure.
The fair value of a participation is the result of discounting these expected
future cash flows at a market-based discount rate.
On June 30, 2022, the weighted average discount rate of the portfolio is 7.81%
(7.59% on June 30, 2021).
Interest in quality infrastructure in the market remains high, which is why
discount rates in general have not increased despite increased market interest
rates. The applicable discount rate for participations in solar power projects in
Flanders was increased following the Flemish Government's legislative
initiative to significantly reduce support measures for well-defined solar power
installations. Depending on whether this initiative becomes final law and,
if applicable, on the exact implementation modalities, positive or negative
valuation adjustments can be made to the relevant shareholdings (Solar
Finance, Lowtide and Sunroof). At the end of the fiscal year, the fair value
of these participations amounts to €20.6 million.
Period ending at
June 30,
2021
June 30,
2022
Public Infrastructure 7.00% 7.00%
Energy Infrastructure 7.29% 8.35%
Digital Infrastructure 8.69% 8.68%
Selective Real Estate 8.02% 7.57%
Weigthed average discount rate 7.59% 7.81%
Results 2021-2022
Results
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53 TINC Annual Report 2021-2022
The graph below shows the evolution of the fair value (FV) of the portfolio
during the past financial year (in k€).
500,000
400,000
300,000
200,000
100,000
0
(in ‘000 €) June 30, 2021 June 30, 2022
Public Infrastructure Energy Infrastructure Digital Infrastructure Selective Real Estate
During the financial year, the fair value of the portfolio increased by
€18.5 million to €415.4 million, or an increase of 4.67%. This increase is
mainly the result of:
• Investments in the amount of €24.0 million in existing and new
participations.
• Repayments from participations for an amount of €15.6 million.
• An increase of the value of the portfolio by €10.1 million due to the
adjustment of the discount rates, to the update of generic and specific
assumptions underlying the expected cash flows from the participations
by TINC (also taking into account the cash flows received in the meantime),
and to the change in time value of the expected future cash flows.
396,890
415,437
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54 TINC Annual Report 2021-2022
Portfolio diversification
PERFORMANCE
DIVERSIFICATIE VAN DE PORTEFEUILLE
PERFORMANCE
DIVERSIFICATIE VAN DE PORTEFEUILLE
PERFORMANCE
DIVERSIFICATIE VAN DE PORTEFEUILLE
32%
63%
62%
28%
22%
35%
21%
19%
15%
3%
Public Infrastructure
Energy Infrastructure
Digital Infrastructure
Selective Real Estate
Top 1-7 Top 8-15 Top 16-25 Belgium The Netherlands Ireland
Breakdown per activity (FV) Weight (FV) Geography (FV)
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55 TINC Annual Report 2021-2022
Result
Portfolio result
50,000
40,000
30,000
20,000
10,000
0
(in ‘000 €) June 30, 2021 June 30, 2022
Public Infrastructure Energy Infrastructure Digital Infrastructure Selective Real Estate
The portfolio result for the financial year of €30.4 million consists of two
components:
• €20.3 million in income: interest (€8.6 million), dividends (€11.2 million) and
fees (€0.5 million) from the participations. Most of this income has already
been effectively received in cash and the remaining balance, already due at
the end of the financial year but not yet received, will be received shortly.
• €10.1 million increase in fair value of the portfolio.
Net result
50,000
40,000
30,000
20,000
10,000
0
(in ‘000 €) June 30, 2021 June 30, 2022
After costs, this results in a net result of €25.0 million.
36,479
30,444
Results 2021-2022
31,071
24,974
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56 TINC Annual Report 2021-2022
Cashflows
Cash receipts
50,000
40,000
30,000
20,000
10,000
0
(in ‘000 €) June 30, 2021 June 30, 2022
Public Infrastructure Energy Infrastructure Digital Infrastructure Selective Real Estate
TINC received a total of €35.9 million in cash receipts from its participations
during the financial year:
• €20.3 million in the form of dividends, interest, and fees; and
• €15.6 million in the form of repayments of capital and loans.
The cash receipts more than cover the proposed distribution of €19.6 million
to shareholders.
Balance sheet
Period ending at:
Balance sheet (k€)
June 30, 2021
12 months
June 30, 2022
12 months
Fair Value of portfolio companies (FV) 396,890 415,437
Deferred tax asset 1,163 410
Cash 60,257 48,436
Other (446) (658)
Net Asset Value (NAV) 457,863 463,624
Net Asset Value per share (€)* 12.59 12.75
* Based on the total number of shares outstanding on 30/06/2022 (36,363,637) and 30/06/2021 (36,363,637).
The net asset value (NAV) is €463.6 million or €12.75 per share (an increase
of 1.3% over the NAV per share of €12.59 on June 30, 2021), and this after the
distribution of €0.52 per share or 4.1% over the NAV per share on June 30, 2021.
NAV is the sum of the fair value (FV) of the portfolio (€415,437 million), a
deferred tax asset (€0.4 million), net cash (€48.4 million) and other working
capital (€-0.7 million).
During the financial year, the fair value of the portfolio increased by
€18.5 million to €415.4 million, or an increase of 4.67%.
The decrease in deferred taxes is the result of the write-off in BGAAP of several
capitalized costs related to the IPO and subsequent capital increases, and of
the use of the balance of outstanding tax losses carried forward.
Results 2021-2022
27,778
35,848
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57 TINC Annual Report 2021-2022
TINC is debt free. With a solid and debt-free balance sheet, TINC aims to
further develop its capital structure to support its growth ambitions while
paying attention to sustainability considerations. In this context, TINC has
developed a framework for attracting debt financing of a sustainable nature
with a view to using it for investments within TINC's focus areas.
Distribution to the shareholders
A distribution to shareholders in the amount of €0.54 per share will be
proposed at the general meeting on October 19, 2022. This distribution will
take the form of a combination of a dividend and a capital reduction. The
proposed amount of the dividend is equal to €0.09 per share (or 16.7% of the
distribution), that of the capital reduction equal to €0.45 per share (or 83.3%
of the total amount distributed). The capital reduction requires a decision by
the extraordinary general meeting with a quorum and special majority.
The total proposed distribution is €19,636,637, consisting of a dividend of
€3,272,727 and a capital reduction of €16,363,637.
Events after reporting date
After the end of the financial year, TINC sold its stake in Bioversneller, realizing
a return of 2,5 times its original investment and a capital gain of €4.04 million
compared to the fair value of the portfolio at the end of the financial year. The
cash position of TINC amounts to circa €65 on the date of publication of this
annual report.
Risks
Introduction
In the execution of its activities as an investment company, TINC is subject
to risks both at the level of TINC itself as at the level of the participations it
invests in.
Within the framework developed by the Supervisory Board, at the proposal
of the Management Board and upon advice of the Audit Committee, for risk
management, internal control and compliance with laws and regulations, the
Management Board is responsible for risk management. Risks are managed
through a process of continuous identification, assessment, evaluation
and mitigation. At least once a year, the Executive Council reports to the
Supervisory Board on the general and financial risks and the management
and control systems.
The following main risks can be distinguished.
At the level of TINC
Strategic risk
TINC's objective is to create value by investing in infrastructure companies
that generate cash flows for TINC. In doing so, TINC depends on the ability of
its participations to realise the expected cash flows and effectively distribute
them to TINC. Macroeconomic and economic conditions, changing regulations
and political developments can all restrict or obstruct this ability. TINC carefully
monitors the general economic situation and market trends in order to assess
the earnings impact in a timely fashion and take preventive measures where
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possible. A further diversification, in terms of geography, subsectors and
revenue models, of its participations should prevent TINC's becoming over-
dependent on changes of the policy and legal framework or economic factors
in one particular region, sector or business.
For new participations, TINC is dependent on the availability of investment
opportunities in the market at sufficiently attractive conditions. The risk exists
of an insufficient quantity of such opportunities or of existing opportunities
being insufficiently diversified.
Liquidity risk
TINC has entered into contractual financial commitments with a number
of existing and future participations. These take the form of commitments to
invest further in existing participations, and also agreements to acquire new
participations at a later date. There is a certain liquidity risk.
TINC tailors its funding to its outstanding financial commitments. Future
investments can be financed by issuing new shares and/or a credit facility
(or a combination of both) giving TINC the ability to respond flexibly to
investment opportunities.
At the level of the participations
The participations in which TINC invests are susceptible to a greater or lesser
extent to inter alia financial, operational, regulatory and commercial risks.
Financial risks
With regard to financial risks, the participations are subject inter alia to credit
risk in respect of the counterparties from whom they expect to receive their
income. In many cases, the counterparty is the government or government-
affiliated party (PPP, energy-subsidy schemes) or a company of considerable
size. This has the effect of limiting the risk.
Liquidity risk, particularly the non-availability of cash requirements, and
interest rate risk, with cash flows to TINC being affected by higher interest
expense due to rising interest rates, are offset by recourse to longer-term
financing as much as possible (amongst others via hedging strategies).
Foreign currency risk does not exist today in the participations since all
revenue and financial liabilities are denominated in euros.
Regulatory risks or governement intervention
Regulatory changes regarding support measures, or tax or legal treatment
of (investments in) infrastructure may adversely affect the results of the
participations, with a knock-on effect on their cash flows to TINC.
A significant portion of the participations operate in regulated environments
(e.g. energy infrastructure, public - private partnerships and care) and benefit
from support measures (e.g. green certificates). Infrastructure is also subject
to specific health, safety and other regulations and environmental rules.
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Healthcare institutions such as specialized residential care facilities for persons
with special needs are associated with specific risks. Non-renewal, suspension
or withdrawal of current licenses is possible. Furthermore, charged rates are
regulated, so unfavorable change in the social and reimbursement policy rate
could have a negative impact on the results.
The participations are subject to different tax laws. TINC structures and
manages its business activities based on current tax legislation and
accounting practices and standards.
An amendment, tightening or stricter enforcement of those regulations may
have an impact on revenue, cause additional capital expenditure or operating
costs, thereby affecting the results, the cash flows to TINC and return.
Operational risks
The biggest operational risk is that of the infrastructure being unavailable/
only partially available, or not (fully) produced. To prevent this, participations
rely on suppliers and subcontractors that are carefully selected based on,
inter alia, their experience, the quality of already delivered work, and solvency.
TINC is also careful where possible to work with a sufficient number of
different counterparties, to avoid risk concentration and over-reliance.
Furthermore, where possible, the necessary insurance is taken out to cover,
for example, business interruptions.
In addition, there is a risk of difficulties in the healthcare sector with respect
to the maintenance of an appropriate level of quality of service and the
recruitment and retention of competent care staff, which could have an
adverse effect on the image and development prospects of the core facility
or the cost structure.
Technical risks
It is not impossible that infrastructure, once operational, can become defective
and not (fully) available. Although this responsibility for this is placed largely on
the parties that the participations have used for building and maintaining the
infrastructure, it can happen that these parties fail to solve certain technical
problems for technical, organizational or financial reasons. In this case the
results of the participations can be adversely affected.
Commercial risks
The investment portfolio contains participations whose earnings models are
dependent on demand of users or persons in need of care or which are subject
to changes in pricing (e.g. electricity prices).
Should demand for (and therefore revenue from) these companies' services
fall below current expectations, this would negatively affect the cash flows and
the valuation of these investment.
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Infrastructure is usually realised by making use of debt financing.
The COVID-19 health crisis may adversely affect the availability and cost of
debt financing, resulting in higher costs and lower returns.
Operational infrastructure should be maintained well to function optimally.
To this end, agreements are concluded with all kinds of maintenance parties,
subcontractors and suppliers, which often also include maintenance
guarantees. COVID-19, and measures imposed in the fight against it, may
limit or render impossible the proper execution of these agreements, or
may result in counterparties no longer being able to meet their (financial)
obligations, with the possible unavailability of the infrastructure or cost
increases as a consequence.
Measures imposed in the battle against COVID-19 can negatively influence the
demand for infrastructure services with a demand-driven revenue model for
a short or longer term, resulting in lower revenues and higher costs. The price
users are willing to pay for these services may also be negatively impacted,
resulting in lower revenues.
Risks related to development and realisation
Investing in the development of infrastructure involves additional risks.
In infrastructure under development, TINC usually has to provide funding
in the early development phase, while the cash flows derived from the
infrastructure only starts at a later time once the infrastructure is operational.
Associated risks include potential cost overruns and delays in completion
(many of which are often caused by factors not directly under the control of
TINC), development costs incurred for design and research, without guarantee
that development will reach completion.
When TINC considers investing in infrastructure development, it will make
certain estimates of the economic, market and other conditions, including
estimates of the (potential) value of the infrastructure. These estimates could
turn out to be incorrect, with adverse consequences for the business, financial
condition, operating results and outlook for the infrastructure.
COVID-19 health crisis
The COVID-19 health crisis may negatively affect infrastructure investment.
Infrastructure under development and realization may experience delays,
temporary work stoppages and/or increased costs, because of measures
imposed in the battle against COVID-19 and because of changed availability
of third parties and materials. Where appropriate, the profitability and
valuation of the infrastructure may be adversely affected.
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Governance
Corporate governance statement
• Provision 7.6. of the Code 20209 provides that
non-independent Board members should
receive part of their remuneration in the form of
shares in the company. This was not applied in
the past financial year. This will be further
studied, in consultation with the Statutory
Director’s shareholders, when market practices
in this regard become more established.
• Provision 7.4 and 7.7 of the Code 2020 stipulate
that the remuneration policy should apply to
the non-independent directors and the
members of executive management. At TINC,
however, only the independent directors receive
a remuneration. The other non-independent
directors and the members of the Management
Board are not remunerated within the
Company. Consequently, the Nomination and
Remuneration Committee advises only on the
remuneration policy for the independent
directors (provision 4.18 of the Code 2020).
1 General
TINC (hereinafter also ‘the Company’) is a
participation company within the meaning of
Article 3, 48° of the Belgian Act of April 19, 2014 on
alternative collective investment institutions, and
as such not subject to the provisions of this Act.
The present Statement relates to TINC’s corporate
governance policy and has been drawn up in
accordance with Articles 3:6 and 3:32 of the
Belgian Companies and Associations Code.
TINC applies the Corporate Governance Code for
listed companies (2020) (the “Code 2020”) as its
reference code for the organization of its
corporate governance structure, as required by
law. The Code 2020 was published in the Belgian
Official Gazette (BS, May 17, 2019) and can also be
found on www.corporategovernancecommittee.be.
TINC has integrated the main aspects of
its corporate governance policy in the Corporate
Governance Charter. The Corporate Governance
Charter can be found on its website
(www.tincinvest.com) and is available free
of charge at its registered office.
Belgian listed companies are required to comply
with the Code 2020, but may, with the exception
of the principles, deviate from the provisions and
guidelines to the extent that this is disclosed,
together with the reasons therefore, in the
Corporate Governance Statement (the ‘apply or
explain’ principle).
In the financial year ending on June 30, 2022, TINC
applied the Corporate Governance Code, but
given TINC’s specific situation deviated from the
following recommendations:
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62 TINC Annual Report 2021-2022
rights may be limited or cancelled. No use has
been made of this authorization during the past
financial year.
2.4 Acquisition or disposal of
own shares
In its meeting of October 21, 2021, the
Extraordinary General Meeting also renewed the
authorization to the governing board to proceed,
during a period of 5 years from the date of
publication of this authorization (i.e. until
November 16, 2025), to acquire, pledge or dispose
of the Company’s own shares, without the prior
approval of the general meeting of shareholders.
This may be done at a price per share not lower
than 80% but also not higher than 120% of the
closing stock price of the day just before the date
of the transaction, and limited until 20% of the
total number of shares outstanding. No use has
been made of this authorization during the past
financial year.
2.5 Protection mechanisms
In its meeting of October 21, 2020, the
Extraordinary General Meeting resolved that the
authorized capital (see above) can also be used
upon receipt of a notice of a public takeover bid
on the Company.
2 Capital and shareholders
2.1 Shareholder structure
The following table shows TINC’s shareholding
structure, based on the transparency notifications
received:
Shareholder
(30/06/2022)
Number of
shares
%
Belfius Insurance NV 4,097,037 11.27
Gimv NV 3,881,597 10.67
Remaining shares 28,385,003 78.06
Total 36,363,637 100.00
Pursuant to the Belgian Act of May 2, 2007 (the
‘Transparency Act’), TINC’s Articles of Association
set the legal thresholds for transparency
notifications (5% and multiples of 5% of the total
voting rights).
TINC received no transparency declarations in the
past financial year. Transparency declarations are
available for consultation on the TINC website
(www.tincinvest.com).
The Company’s shares are freely transferable and
all carry the same rights, with no restrictions in the
articles of association on the exercise of voting
rights.
2.2 Capital
At the end of the financial year, the registered
capital of TINC amounted to €151,814,226.56
represented by 36,363,637 shares. During the
financial year, a capital reduction took place in
October 2021. The capital was reduced by
€16,363,636.65 without canceling existing shares.
No other securities were issued that could affect
the capital or the number of shares. All shares are
shares with voting rights
2.3 Authorized capital
In its meeting of October 21, 2020, the
Extraordinary General Meeting renewed the
authorization to the governing board to increase,
during a period of 5 years from the date of
publication of this authorization (i.e. until
November 16, 2025), the share capital of the
Company by an amount of €168,177,863.21 by
contribution in cash, in kind or by incorporation
of reserves or issue premiums or by issue of
convertible bonds and warrants. Upon making use
of this authorization, the preferential subscription
Governance
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By decision of the same date the governing body
of the Company was also authorized to acquire
the Company’s own securities without the prior
approval of the general meeting of shareholders,
when deemed necessary to avoid a threatening
and serious harm for the Company.
Both authorisations are valid during a period
of three years following the publication of the
authorisation (i.e. until November 16, 2023).
The Company is not a party to agreements
containing specific consequences in the event
of a change of control. Neither has it concluded
agreements with its mandated agents that
provide for compensation in the event of
termination following a takeover bid.
2.6 Annual general meeting
The annual general meeting of shareholders takes
place, in accordance with the Company’s Articles
of Association, on the third Wednesday of October
at 10 a.m. In 2022, this will be on October 19, 2022.
The rules governing the convening of, admission
to and course of the meeting, the exercise of
voting rights and other details are found in the
Articles of Association and the Corporate
Governance Charter, which are both available on
the Company’s website (www.tincinvest.com).
2.7 TINC as a listed company
The TINC shares have been listed since May 12,
2015 on the continuous market of Euronext
Brussels (ISIN code BE0974282148).
Financial services are provided by Belfius Bank.
TINC seeks to maintain the share’s liquidity by
taking part in roadshows and investor events with
both institutional and private investors. TINC also
maintains proper communication with analysts
who follow the stock. During the past financial
year these were Belfius Bank, KBC Securities,
Degroof Petercam, Kempen and the Vlaamse
Federatie van Beleggers (VFB). Additionally TINC
has appointed KBC Securities as liquidity provider
in order to ensure a sufficiently active market in
the TINC share by maintaining adequate liquidity
in normal market condition.
The TINC website contains a separate section
with information for investors and shareholders
(www.tincinvest.com).
3 Governing bodies of TINC
TINC is a limited liability company under Belgian
law with a sole director.
TINC Manager NV was appointed as Statutory
Director for an indefinite period.
3.1 Statutory Director
In the Articles of Association of TINC, TINC
Manager is appointed as the sole director (the
“Statutory Director”). TINC Manager is a limited
liability company under Belgian law, the shares
of which are held, indirectly, by Gimv and Belfius.
Pursuant to Article 2:55, first paragraph and
second paragraph of the Companies and
Associations Code, the Statutory Director has
appointed Mr. Manu Vandenbulcke, Chairman
of the Management Board, as its permanent
representative.
The Statutory Director has a dual governance
model with a Supervisory Board and a
Management Board that exercise jointly the
mandate of statutory, sole director of TINC.
Governance
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3.2 Supervisory board of the
statutory director
Composition
At the date of this annual report, the Supervisory
Board of TINC Manager, the Statutory Director, is
composed of eight directors, four of whom are
independent directors and four of whom are
non-independent directors.
The four non-independent directors are
appointed, in accordance with the articles of
association of the Statutory Director, upon
nomination by Gimv and Belfius Bank, each of
which has the right to propose candidates for two
non-independent directors of the Statutory
Director’s Supervisory Board, as long as they hold
jointly at least 10% of the voting rights in TINC. If
the joint ownership of Gimv and Belfius Bank falls
below 10% of the voting rights in the Company,
they will each waive their respective rights to
nominate one of the two directors. This will result
in Gimv and Belfius Bank each nominating one
director for election by the general meeting of
shareholders of the Statutory Director. In that
case, the Nomination and Remuneration
Committee, under the supervision of the
Chairman of the Supervisory Board, shall identify,
In executing their mandate, the Supervisory Board
and the Management Board act in accordance
with the corporate governance rules that apply to
listed companies. Two committees have been set
up within the TINC Manager Supervisory Board:
the Audit Committee and the Nomination and
Remuneration Committee.
Governance
Shareholders
including public
TINC Manager nv TDP NV
Supervisory Board
Management
Board
Audit Committee
Nomination and
Remuneration
Committee
99.5%
Statutory Director
Organisational structure
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Governance
recommend and present nominees, from whom
the general meeting of shareholders shall appoint
two directors.
In addition, the Supervisory Board is composed
of four directors who meet the independence
criteria set in accordance with article 7:87 of the
Code of Companies and Associations. Four out of
the eight directors belong to a different gender
than the other directors.
The current composition reflects a diversity of
competences, backgrounds, ages and genders.
TINC believes that this diversity promotes a
thorough decisionmaking process and will ensure
that this is maintained in the future.
Directors are appointed for a term of four years
in accordance with the articles of association
(without prejudice to the possibility of
reappointment).
During the past financial year, the mandates of
five directors ended, namely that of Jean Pierre
Dejaeghere, Elvira Haezendonck, Kristof Vande
Capelle, Marc Vercruysse and Peter Vermeiren.
The latter four were reappointed by the general
shareholder meeting of the statutory director
upon advice in accordance with article 7.3.2. of the
Corporate Governance Charter. The mandate of
Mr Jean Pierre Dejaeghere was not extended due
to reaching the age limit.
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Name Year of birth Function Mandate
lasts until
Committees
Philip Maeyaert 1961 Independent director - Chairman 2024 Chairman of the Nomination and Remuneration Committee
Kathleen Defreyn 1970 Independent director 2023 Chairman of the Audit Committee
Elvira Haezendonck 1973 Independent director 2026 Member of the Nomination and Remuneration Committee
Helga Van Peer 1973 Independent director 2024 Member of the Nomination and Remuneration Committee
Kristof Vande Capelle 1969 Non-independent director 2026
Marc Vercruysse 1959 Non-independent director 2026
Member of the Audit Committee
Member of the Nomination and Remuneration Committee
Peter Vermeiren 1965 Non-independent director 2026
Member of the Audit Committee
Member of the Nomination and Remuneration Committee
Katja Willems 1983 Non-independent director 2023
Members
At the close of the past financial year, the Supervisory Board of the Statutory Director was composed of:
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Supervisory Board
(left to right):
Kristof Vande Capelle
Helga Van Peer
Elvira Haezendonck
Marc Vercruysse
Philip Maeyaert
Jean Pierre Dejaeghere*
Kathleen Defreyn.
Katja Willems
Peter Vermeiren
* mandate ended on 15/06/2022
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Helga Van Peer
Helga Van Peer obtained
a law degree at the
Catholic University of
Leuven. She is a lawyer
specialising in projects and
public law, an accredited
mediator, an independent
director of a number of entities and an
independent procurement oversight member of
the ESM (European Stability Mechanism). From
1996 until 2020, she worked as a lawyer at Allen &
Overy Belgium, since 2007 as a partner. She is a
guest lecturer at the Law Faculty of the Catholic
University of Leuven.
Kristof Vande Capelle
Kristof Vande Capelle
holds a Master in Applied
Economics (major in
Corporate Finance)
and a Master of Arts in
Economics, both from
the University of Leuven
(KU Leuven). He is Chief Financial Officer of Gimv.
Before joining Gimv in September 2007, he
worked at Mobistar as Director Strategic Planning
and Investor Relations. Other professional
experiences are Credit Analyst at KBC and
Academic Assistant at the University of Leuven.
Philip Maeyaert
Philip Maeyaert obtained
a law degree from the
Vrije Universiteit Brussel
and an MBA from the
Vlerick Management
School. He worked his
entire career at Deloitte as
a (banking) auditor, including for energy
companies, both in Belgium and in France, from
1999 as a partner. He teaches at the Faculty of
Economics of the Catholic University of Leuven
and at the EHSAL Management School.
Kathleen Defreyn
Kathleen Defreyn holds
a Master’s degree in
Economics, Accounting
and Finance from the
Lessius University College
Antwerp. She started her
career at Ernst & Young
Belgium. From 1999 onwards, she successively
worked as financial controller at Willemen Groep,
financial director at Franki and CFO at Willemen
Groep and CFO at Willemen Groep and Viabuild!
Since mid-2022, she is CFO of the Van Laere
construction group.
Elvira Haezendonck
Prof. dr. Elvira Haezendonck
obtained a PhD in Applied
Economics from the Vrije
Universiteit Brussel (VUB).
She is full professor at the
VUB, guest professor at the
University of Antwerp (UA),
and guest lecturer at Erasmus University of
Rotterdam and at C-MAT (UA). She teaches
courses on management, (competition) strategy,
project management and port strategy, and is
promoter of a chair Infrastructure Asset
Management (VUB/ULB), mostly on master level.
Her research covers topics in the field of (port)
management, strategy and policy: complex
project evaluation, circular economy,
environmental strategy, competitive analysis and
stakeholder management. Elvira also holds
various board positions within and beyond
academia.
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Marc Vercruysse
Marc Vercruysse obtained
a Masters’ degree in
Applied Economics at the
University of Ghent. Marc
has been working for Gimv
since 1982 as successively
Internal Auditor, Investment
Manager, Head of the Structured Finance
Department, Chief Financial Officer (1998-2012)
and head of the Finance Department (2012-2015).
He is currently advisor to the CEO of Gimv.
Through his various functions at Gimv,
Marc gained a lot of experience with respect to
listed companies and the way such companies
operate.
Peter Vermeiren
Peter Vermeiren obtained
a Masters’ degree in
commercial and financial
science at Lessius
Hogeschool Antwerp (part
of KU Leuven) in 1992, a
Certification Advanced
Valuation at the Amsterdam Institute of Finance
(2007 & 2009) an MBA Lead an organization in the
context of Dexia Corporate University at Vlerick
Leuven Ghent Management School (2011) and
followed various courses with respect to corporate
valuation (1992‐present). Peter worked
successively for Paribas Banque Belgium, Artesia
Bank and Belfius in various advisory and
management positions. He is currently Director
of Wealth Management Flanders after four years
as Director of Corporate Banking for the Brussels/
Brabant zone at Belfius. Peter is also a director
of companies, as well as of Voka Metropolitan.
Katja Willems
Katja Willems obtained a
master’s degree in applied
economics from the
university of Leuven (KU
Leuven). She started her
career at Dexia as a
business analyst for the
financial management reporting. In 2013 she
joined Belfius Insurance NV, she worked as an
advisor to the Chief Commercial Officer and in a
corporate office function for the CEO on strategic
project management. Currently Katja is working
at Belfius Bank NV as responsible person of the
department Strategic Planning & Performance
Management department, responsible for the
support of the management of Belfius Bank &
Insurance in the implementation of the Belfius
Strategy.
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Powers
The Supervisory Board is responsible for the
overall policy and strategy of TINC and for all acts
specifically reserved to a Supervisory Board by law
or by the articles of association. The Supervisory
Board is also responsible for the appointment and
the supervision of the Management Board.
In addition, the articles of association of TINC
Manager expressly grant the Supervisory Board
the authority to take decisions regarding
investments, divestitures and capital operations of
companies within the investment portfolio.
Activity report
During the past financial year, the Supervisory
Board, in the exercise of its mandate as Statutory
Director of TINC, met four times. The presence of
the directors at the meetings and in the
committees is reflected further in the
remuneration report.
In its meetings during the past financial year the
Supervisory Board discussed mainly the following
topics:
• investment in new and existing participations;
• monitoring the state of affairs and evolution of
the investment portfolio (in terms of risk
concentration, risk/return ratio);
• monitoring the financial position;
• a semi-annual and annual report;
• determination of the proposal for a distribution
to the shareholders regarding the financial year
2021-2022;
• monitoring the liquidity position and future
funding plans;
• discussing the recommendations of the
advisory committees;
• monitoring the sustainability strategy;
• approval of the development of a sustainable
financing framework (Sustainable Finance
Framework).
For an overview of the attendance of individual
directors, see chapter 6.7.2 in the remuneration
report.
In dealing with these topics, the application of
the conflict of interest procedure for individual
directors had not to be applied.
Evaluation
The Supervisory Board undertakes an evaluation
of its operation and effectiveness every two years.
This occurred in the financial year 2019-2020 and
will be organized again in the course of the new
financial year.
3.3 Committees within the
Supervisory Board
Within the Supervisory Board, the two existing
committees, i.e. the Audit Committee and the
Nomination and Remuneration Committee, will
be retained.
Audit Committee
The Audit Committee consists of one independent
director and two non-independent directors of the
Statutory Director. The chairman is an
independent director who is not the chairman of
the Supervisory Board. In the past financial year,
the Audit Committee consisted of the Chairman,
Jean Pierre Dejaeghere (until 15 June), Kathleen
Defreyn, Marc Vercruysse and Peter Vermeiren.
As of 15 June 2022, the date on which Jean Pierre
Dejaeghere's mandate ends, Kathleen Defreyn
takes on the role of chairman of the Audit
Committee. With a chairman who, as CFO at
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various companies, has many years of accounting
and auditing experience, and other members
with a banking or CFO background, the Audit
Committee in its new composition also has the
necessary experience and expertise to fulfil its
task.
In the past financial year, the Audit Committee
met three times, always in the (quasi) full
presence of the members. The company's auditor
was present when the interim and annual reports
were discussed and reported to the committee of
his findings regarding the auditing process of
these reports.
The Audit Committee considered the process of
financial reporting, the valuation of the
investment portfolio, the semestrial and annual
results and, the independence of the statutory
auditor.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee is
composed of three independent directors and
two non-independent directors.
The Nomination and Remuneration Committee
consisted in the past financial year of Philip
Maeyaert (the chairman), Jean Pierre Dejaeghere,
Elvira Haezendonck, Marc Vercruysse and Peter
Vermeiren. As of 15 June 2022, the date on which
Jean Pierre Dejaeghere's mandate ends, Helga
Van Peer joined the Nomination and
Remuneration Committee.
In the past financial year, the Nomination and
Remuneration Committee met twice. The
Nomination and Remuneration Committee
discussed the draft remuneration report in
accordance with Article 3:6, §3 of the Code of
Companies and Associations, advice on the
reappointment of members and on the
composition of the Supervisory Board and
compliance with the Corporate Governance Code.
3.4 Management Board of the
Statutory Director
Composition
The Management Board consists of at least
three members, who may not be directors. The
members are appointed and dismissed by the
Supervisory Board, after advice from the CEO
(except for himself), for an indefinite period of
time.
Powers and responsibilities
The Management Board is, in execution of the
mandate of TINC Manager as Statutory Director,
authorized to perform all acts necessary or useful
to achieving the Company’s object and which are
not reserved by law or the articles of association to
the Supervisory Board. As such, the articles of
association of TINC Manager explicitly provide
that the power to take decisions regarding
investments, divestments and capital operations
of companies within the investment portfolio is
entrusted to the Supervisory Board.
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The Chairman of the Management Board is the
CEO who leads the Management Board and
ensures its organization and proper functioning.
Notwithstanding the fact that the Management
Board is a collegial body and has collective
responsibility, each Management Board member
has specific tasks and responsibilities.
Members
The Management Board is at the date of this
annual report composed of:
Manu Vandenbulcke
(CEO and chairman)
Manu Vandenbulcke
obtained a Master’s
degree in Law at the KU
Leuven in 1995, an LLM
degree at the University
of Stellenbosch (South-
Africa) in 1997 and a postgraduate degree in real
estate (1999) and economics (2000) at the KU
Leuven. He started his career in 1998 at Petercam
Securities in Brussels. In 2000, he joined
Macquarie Bank Ltd. in London where he worked
first in the structured finance and then the
corporate finance team. Since 2007 Manu
Vandenbulcke is CEO of TDP NV.
Since 2015 Manu Vandenbulcke is chairman of the
Management Board and CEO of the Statutory
Director and responsible for the general
management.
Filip Audenaert (CFO)
Filip Audenaert obtained
a diploma in Computer
Sciences and a diploma in
Commercial Engineering
from the KU Leuven.
He started his career at
KBC Group in 1994 in the Corporate Banking
department. Prior to joining TDP in 2010, he also
worked in the Corporate Finance department of
KBC Securities.
Since 2015 Filip Audenaert is member of the
Management Board of the Statutory Director and
responsible for the financial management.
Bruno Laforce (CLO)
Bruno Laforce obtained
a Masters’ degree in Law
at the KU Leuven in 1992
and an LLM degree at the
University of California,
Los Angeles (USA) in 1997.
He started his career as an
attorney specializing in corporate, M&A and capital
market transactions. He also acted as advisor and
legal project manager for private equity
investments and capital market transactions.
Furthermore, he held the position of corporate
counsel at Telenet. Prior to joining TDP, he worked
at Gimv sequentially as Senior Legal Counsel and
Fund Manager.
Since 2015 Bruno Laforce is member of the
Management Board and corporate secretary of
the Statutory Director and responsible for risk and
compliance, legal affairs and investor relations.
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4 Policy to avoid conflicts
of interest in respect of
investment opportunities
In the context of the IPO, TINC concluded a
Partnership agreement with TDP NV. TDP NV is
active in developing, managing and investing in
infrastructure. Its shareholders are Belfius and
Gimv.
The Partnership agreement provides that TDP act
as a central platform for investment opportunities
and contains principles regarding the allocation of
investment opportunities. TINC has the option to
invest 50% in any investment opportunity that is
centralized at TDP. The remaining 50% of any such
investment opportunity is available for investment
by TDP (and/or by TDP-associated companies), as
far as this complies with the applicable
investment criteria.
The Partnership agreement aims to create
synergies resulting in a stronger market position
for infrastructure investments. This makes it
possible, among other things, to seize larger
investment opportunities through co-investment.
To the extent that investment opportunities for
TINC relate to the acquisition of participations
directly from TDP or affiliated parties of TDP, the
legal procedure for conflict of interests , will be
applied. This procedure did not have to be
followed in the last financial year.
5 External audit
The annual shareholders’ meeting of
October 21, 2020 has reappointed Ernst & Young
Bedrijfsrevisoren CVBA, represented by Mr. Ronald
Van den Ecker, as its statutory auditor. Its
mandate expires immediately after the ordinary
general meeting of shareholders that relates to
the financial year starting on 1 July 2022. Total fees
of EY in respect of the past financial year
amounted to €103,172, composed of fees charged
to TINC and/or its subsidiaries for the exercise of
the statutory auditor’s mandate for an amount of
€100,272, for non-audit services for an amount
of €2,900.
6 Internal control and
risk management
The Supervisory Board has decided not to create
an internal audit function for the time being, since
the size of the business does not justify a full-time
position, but will annually assess the possible need
thereto.
This does not prevent TINC, as a listed company,
being attentive to business risk management. This
is a process in which all levels of the company are
involved in identifying potential events that could
affect the company. TINC takes care to manage
these, so that they fall within the risk appetite and
so that reasonable assurance can be offered that
the company will achieve its business objectives
(cfr. the definition used by COSO, Committee of
Sponsoring Organisations of the Treadway
Commission).
In line with the COSO enterprise risk management
framework, TINC operates as follows with respect,
among other things, to the following categories of
business objectives:
• Strategically: the ultimate responsibility for
making investment/divestment decisions lies
with the Supervisory Board. This allows the
Supervisory Board to assess at all times the
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investment/divestment proposals submitted to
it by the Management Board and to balance
them against TINC’s strategic objectives;
• Operational: a Portfolio Status Report
(containing a matrix of controls and action and
attention points) is gone through and discussed
on a regular basis in the Management Board.
This Portfolio Status Report is established on the
basis of interviews with the persons responsible
for monitoring and managing the various
investments in participations in the portfolio;
• Reporting: TINC has developed strict systems
to optimize the timely processing and accuracy
of available data, and to interconnect the
operating and financial data, and the
accounting treatment and subsequent
reporting thereof. A summary of key operating
and financial data is periodically reported to and
discussed with the Supervisory Board and, if
applicable, its advisory committees;
• Supervision: in line with the Corporate
Governance Code, the Supervisory Board has
appointed a compliance officer (Bruno Laforce)
charged with supervising the trading rules
(Dealing Code) relating to securities issued
by TINC and the internal Code of Conduct.
An overview of the main risks to which TINC is
subject is described elsewhere in this report.
7 Remuneration report
7.1 Statutory Director
The Statutory Director is entitled, under the
articles of association, to an annual remuneration
consisting of the following components:
a. A variable amount equal to 4% of the net result
of the Company before the remuneration of
the Statutory Director, before tax, excluding
variations in the fair value of the financial
assets and liabilities (to be increased by VAT,
if application); and
b. An over-performance fee, depending on the
exceeding of certain dividend yield targets, in
particular when the shareholder’s dividend
yield, calculated as the gross dividend per
share distributed in a given financial year
divided by the issue price at the initial public
offering (IPO), exceeds a certain level (see
articles of association). This fee includes VAT
(if applicable). This over-performance fee has
been in effect since the IPO, but has not yet
been paid out once due to non-fulfillment of
the conditions.
7.2 Supervisory Board of
TINC Manager
The General Meeting of Shareholders of the
Statutory Director decides whether the mandate
of director will be remunerated and has
accordingly determined the remuneration for the
members of the Supervisory Board as follows:
i. Only the independent directors receive a
director’s fee; no director’s fees are awarded
to the non-independent directors.
ii. An independent director receives a fixed
annual fee of €9,000 plus €1,000 for each
Board meeting attended.
iii. The chairperson of the Supervisory Board
receives a fixed annual fee of €20,000 and
an additional fee of €1,000 for each Board
meeting attended.
iv. The chairperson of an advisory committee
receives a remuneration of €500 for each
committee meeting attended.
7.3 Management Board
Management Board members are not
remunerated for their mandates at TINC Manager.
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Governance
Director Fixed remuneration* Supervisory Board Committees Total remuneration*
Attendance Attendance fee* Attendance Attendance fee*
Philip Maeyaert (ch.) 20,000 4/4 4,000 2/2 1,000 25,000
Kathleen Defreyn 9,000 4/4 4,000 3/3 - 13,000
Jean Pierre Dejaeghere 9,000 4/4 4,000 5/5 1,500 14,500
Elvira Haezendonck 9,000 4/4 4,000 2/2 - 13,000
Helga Van Peer 9,000 4/4 4,000 - - 13,000
Kristof Vande Capelle - 4/4 - - - -
Marc Vercruysse - 4/4 - 5/5 - -
Peter Vermeiren - 4/4 - 4/5 - -
Katja Willems - 3/4 - - - -
* In €.
78,500
For the past financial year, the following attendances were recorded and corresponding remunerations paid:
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Infrastructure is the backbone of a
modern society. It is the combination
of basic services that make all kinds
of development (economic, social,
personal) possible.
1. Sustainability policy
As an investor, TINC wants to contribute to
building the infrastructure that will serve the
world of tomorrow. Tomorrow’s world will
undeniably be one where sustainability takes
central stage.
TINC's investment strategy is inspired by a
number of significant societal evolutions that
embody acting in a sustainable way. These
evolutions include the ambition to realise (re)
new(ed) public infrastructure in a more efficient
and sustainable way, the transition to a low-
carbon society, expanding digitalisation as a driver
for development and the growing focus on care
and wellbeing.
For TINC, these societal trends form the
framework for investments with an impact on
specific focus areas, such as Public Infrastructure,
Energy Infrastructure, Digital Infrastructure and
Selective Real Estate.
Based on these activities, an analysis was
made regarding the sustainability themes that
materially affect the organisation and activities
of TINC.
Sustainability policy – Materiality analysis
Environmental
Social
Governance
Sustainability
Investing in the world of tomorrow
• Greenhouse gas emissions
• Thoughtful management of energy and
resource management
• Climate change - risks and opportunities
• Employee wellbeing and safety
• Good governance (both regarding its own
organization and its participations)
• Detection, mitigation and management of risk
• Supply chain management
The most important areas which TINC is confronted with in the execution of its activities
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• Signatory to the United Nations
Principles of Responsible Investment
(UN PRI)
• Integration of sustainability into the
investment process (due diligence)
• Survey and stimulation of participations
regarding ESG awareness
• Greenhouse gasses: Scope 1, 2 and 3
(partly) analysis
• Sustainable Finance Framework
TINC and ESG in 2021-2022
Sustainability
2. Sustainability in 2021-2022
During the past financial year, TINC further
implemented its sustainability roadmap in a
number of areas based on the materiality analysis.
• SDG impact analysis
The concept of sustainability is adequately
translated into concrete principles by the United
Nations Sustainable Development Goals (UN
SDGs), a comprehensive set of goals that aim to
achieve sustainable development and act as a
reference model.
From its activity as a long-term investor in
companies that realise and operate infrastructure,
often with a societal function, TINC contributes to
the fulfilment of a large number of these
development objectives.
TINC has made an analysis of the impact (positive
or negative) on the Sustainable Development
Goals for each of the segments in which it invests.
This analysis allows TINC to monitor the impact
and take actions to avoid negative influences or
to strengthen positive influences.
An example of such impact analysis in the
investment portfolio, particularly for a lock
complex (part of the Public Infrastructure
segment), can be found hereinafter.
• Integrating sustainability into the
investment process
When analysing whether new investment
opportunities fit within TINC's investment policy, it
is also checked whether any grounds for exclusion
apply. These grounds for exclusion are described
in the principles of Responsible Investment as
included in the Sustainability Policy and prevent
investments in companies or projects that are
guilty of or associated with, for example, social
exploitation, corruption, money laundering, etc.
In a next phase, the investment opportunity
is submitted to a thorough investigation
('due diligence'). As part of this investigation,
questionnaires are used to evaluate ESG topics
related to the investment opportunity. These
questionnaires were developed during the past
financial year.
Steps forward
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Sustainability
Positive impact Negative impact
Impact analysis - example Prinses Beatrix lock (PPP)
Outcomes
• Facilitate maritime connection between Rotterdam
and Amsterdam resolving bottleneck in traffic over
water between major ports
• Change in land use and disturbance of local marine
biodiversity (e.g. during operation, maintenance and
construction)
• Indirect emissions to water caused by increased
boat transport
• Increased transport by boat reducing the need
for higher emitting forms of road transport
• GHG emissions and other air emissions
(i.e. upstream, direct and downstream GHG, NO
X
and SO
X
emissions)
• Energy use during refurbishment/construction
and operation (incl. Renewable energy for operating
lock doors)
• Production of construction waste
• Increased work for construction and operation
workers
Development of quality and, reliable
infrastructure to support economic
development
Degradation and potential loss of marine
biodiversity
Indirect reduction of GHG emissions
Increase of GHG emissions contributing
to climate change
Increased use of natural resources
Potential risks of accidents (depending on
working conditions
SDG ImpactsInputs
Investment in lock
Partners & Contractors
(i.e. Besix, Heijmans,
Jan de Nul)
Construction materials
(e.g. concrete, steel.)
Natural resource
(e.g. energy)
Outputs
Prinses Beatrixsluis: Lock in
Lekkanaal
• Refurbishment of
2 existing lock chambers
• Addition of one lock
chamber
Enables passage for
50,000 vessels per year
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The analysis resulting from this questionnaire
is included in the final assessment of the
investment proposal as part of the decision-
making process.
• Creating sustainability awareness -
interaction with participations
Also in the participations that already belong to
the portfolio sustainability is a theme that is being
worked on. During the past financial year, the
portfolio companies were systematically
interviewed about the attention paid to
sustainability in the execution of their activities.
This is a continuous process that is further
followed up through TINC's role as a shareholder
and the representation in the board of directors of
the participations to stimulate further awareness
and action.
• Emission of greenhouse gases
An important area of sustainability is the focus on
greenhouse gas emissions.
In order to gain insight into the carbon footprint of
TINC and its activities, in a first phase, the scope 1,
2 and, partly, the scope 3 emissions of TINC as an
organisation were mapped out in accordance with
the guidelines of the Greenhouse Gas Protocol.
Sustainability
TINC AS ORGANISATION
(in tons CO
2
)
emission 2021
Scope 1 0
Scope 2 0
Scope 3 (partly) 52.15
Total emission 52.15
TINC as organisation
Since TINC does not have staff of its own, relies
exclusively on third parties (mainly TDP NV) for its
investment activities and does not have any office
buildings, there are consequently no scope 1 and
2 emissions. As a consequence a large number of
scope 3 categories are not applicable (see
footnote for a complete overview
1
).
For scope 3, in a first phase, the emissions related
to the services TINC insourced from TDP were
calculated (Categorie 3 – Purchased goods and
services). TDP itself has set an ambition to move
towards full electrification of its fleet, subject to a
transition period. The building in which TDP has
its offices is equipped with solar panels and a
green energy contract, which has already
significantly reduced CO
2
emissions:
1 The following scope 3 categories are not applicable for TINC: 2. Capital goods, 3. Fuel- and energy-related activities (not included in scope 1 or scope 2),
4. Upstream transportation and distribution, 5. Waste generated in operations, 6. Business travel, 7. Employee commuting, 8. Upstream leased assets,
9. Downstream transportation and distribution, 10. Processing of sold products, 11. Use of sold products, 12. End-of-life treatment of sold products,
13. Downstream leased assets, 14. Franchises
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Sustainability
TINC as investor
CO
2
emissions inevitably occur during the
construction, realisation and operation of the
infrastructure in which TINC invests. At the same
time, however, there are also many participations
where the functionality of the infrastructure
actually reduces CO
2
emissions, which is the case
with the production of renewable energy by wind
and solar parks but also, for example, with the
Princess Beatrix Lock in the Netherlands, where
the refurbishment of the existing lock chambers
and the addition of a new lock chamber
stimulates transportation over water (with,
as a side effect, fewer trucks on the road).
It is also worth mentioning in this context that
a large number of the participations concern
companies in which the infrastructure was
accommodated for exploitation without any
activities taking place that produce scope 1 or
2 emissions.
This is, for example, the case for the participations
in Public Infrastructure where the activity, once
the infrastructure is built, consists of making the
infrastructure available to the government.
The same is the case with the participations in
renewable energy, where there are also no scope 1
and 2 emissions for the operation of the
participations.
For the maintenance, upkeep, repairs of the
infrastructure, these participations rely on third
parties (scope 3).
Where operational activities do take place in
participations, TINC works to create awareness
about CO
2
emissions and possibilities to reduce
them.
In a next phase, TINC intends to report on the
CO
2
emissions of the main participations in its
portfolio (scope 3 categorie 15. Investments).
• Sustainable financing framework
In order to provide for the financing of the
further growth of its portfolio, TINC has developed
a framework for attracting debt financing of a
sustainable nature with a view to using it for
investments within TINC's investment policy
and focus areas (the ‘Sustainable Finance
Framework’).
It envisages investments that contribute to the
Sustainable Development Goals, specifically in
relation to social and environmental aspects.
The Sustainable Finance Framework (‘SFF’)
was drafted in line with the ICMA Green Bond
Principles 2021, the Social Bond Principles 2021,
the Sustainability Bond Guidelines 2021 and the
LMA Green Loan Principles 2021 and Social Loan
Principles 2021. The framework of the SFF was
reviewed by an independent organisation
(ISS Corporate Services).
Based on the Sustainable Finance Framework,
TINC can in the next 2 years issue debt
instruments such as commercial paper,
debentures, loans, bonds, etc. specifically
intended for investments with a sustainable
character.
Both the Sustainable Finance Framework and
its independent assessment are available on the
TINC website.
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Sustainability
policy
TINC has a sustainability policy that includes the exclusion of investments in
companies that are active in or involved in violations of human rights (slavery,
social exploitation, etc.) and environmental legislation, corruption, arms
trafficking, etc.
CO
2
emissions The scope 1, 2 and 3 (partly related to services) C0
2
emissions were mapped.
Working
environment
TINC does not have any staff of its own; TINC relies on TDP NV for its activities;
within TDP, social legislation is strictly observed.
Respect and
integrity
The staff of TDP endorse a code of conduct with guidelines regarding respect
and integrity, confidentiality, anti-corruption, fair competition, etc.
In addition, employees of TDP, directors and management endorse a code of
conduct with regard to the trading of TINC shares (Code of Dealing).
Management of
participations
TINC aims to be represented on the boards of directors of its participations
(with share capital).
Risk
management
From within the boards of directors TINC and its representatives are well placed
to detect, analyse and mitigate risks in a timely manner.
Diversity
Half of the supervisory board of the sole director of TINC is composed of directors
of a different gender than the other half. Half of the directors are independent
directors. The directors have diverse backgrounds (corporate, investors, banking,
academic, legal).
81 TINC Annual Report 2021-2022
Sustainability
Respect for the environment, social rights and good governance
Overview - Sustainability and TINC
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Shareholders
TINC interacts with its shareholders, not only at the annual general meeting, open to all shareholders, but also at contact moments with institutional
shareholders (at roadshows) and with retail investors at trade fairs or investor days.
Supervisory Board (Directors)
TINC has a sole director with a dual management structure composed of a supervisory board and an executive board (see Corporate Governance
Statement). This structure and the fact that the supervisory board also has the authority for investment decisions, ensures good interaction between, on
the one hand, the directors with a diversity of backgrounds, experience and skills and, on the other hand, the members of the management board in
whose hands the operational responsibility lies and who are involved in the activities on a day-to-day basis.
Participations
In most participations, TINC is represented in the board of directors, from where it interacts with the other directors and shareholders (when applicable)
and external appointees.
Debt financiers
TINC itself has no debt position towards financiers. Nevertheless, through the Sustainable Finance Framework, TINC has provided for the possibility
of attracting financing within a sustainable framework. To establish this framework, TINC interacted with ISS Corporate Solutions who provided an
independent opinion. The portfolio participations generally make use of debt financing provided by various banks or bank consortia. Contacts with them
are maintained through, among other things, periodic and ad hoc reports from the portfolio companies.
Financial institutions
TINC and its participations frequently communicate with the financial institutions with which relations have been established in the framework of the
application of the rules for prevention of money laundering.
Sector organisations
TINC keeps in touch with what is going on in the sector of infrastructure and values the exchange of ideas; TINC and/or TDP are members of a.o. IPFA
(International Project Finance Association), BVA (Belgian Venturing Association), GLIO (Global Listed Infrastructure Organisation).
Government and
administration
As a listed company, TINC falls under the supervision of the FSMA and maintains regular contacts.
Analysts
Following the announcement of the (semi-)annual results and other press releases, TINC maintains a periodic and correct relationship with the analysts
who follow the TINC share.
Interested party/stakeholder Description of the interaction
82 TINC Annual Report 2021-2022
Sustainability
3. Interaction with stakeholders
In the performance of its activities, TINC enters into dialogue with various of its
stakeholders in the framework of a transparent communication and mutually
stimulating exchanges of views in the interest of cooperation.
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4. Sustainability – Organisation
Within the management board, the Sustainability
Committee monitors the sustainability of TINC as
an organisation and as an investor in the portfolio
companies. The Sustainability Committee
regularly reports to the Audit Committee.
Sustainability
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Financial
Statements
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1 Audited consolidated statement of comprehensive income
Period ending at:
(€) Notes
June 30, 2022
12 months
June 30, 2021
12 months
Operating income 39,819,732 40,000,989
Interest income 11 8,622,572 8,945,736
Dividend income 11 11,239,840 14,555,026
Gain on disposal of investments 11 - -
Unrealised gains on investments 11 19,435,515 15,979,274
Revenue 11 521,806 520,953
Operating expenses (-) (14,233,888) (8,016,756)
Unrealised losses on investments 11 (9,376,128) (3,522,072)
Selling, General & Administrative Expenses 11 (4,709,641) (4,406,974)
Depreciations and amortizations (3,663) (1,933)
Other operating expenses 11 (144,455) (85,778)
Operating result, profit (loss) 25,585,844 31,984,233
Finance income 12 196,020 200,742
Finance costs (-) 12 (175,887) (90,376)
Result before tax, profit (loss) 25,605,977 32,094,599
Tax expenses (-) 13 (632,465) (1,023,222)
Total consolidated income 24,973,512 31,071,376
Total other comprensive income - -
Total comprehensive income 14 24,973,512 31,071,376
Earnings per share (€)
1. Basic earnings per share (*) 14 0.69 0.85
2. Diluted earnings per share (**) 14 0.69 0.85
Weighted average number of ordinary shares 14 36,363,637 36,363,637
* Calculated on the basis of the weighted average number of ordinary shares: 36,363,637 (30/06/2022) en 36,363,637 (30/06/2021)
** Assumed that all stock options warrants which were in the money as at the end of the period would be exercised. The Company has no options / warrants outstanding throughout the reporting period.
85 TINC Annual Report 2021-2022
Consolidated financial statements as per June 30, 2022
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2 Audited consolidated balance sheet
Period ending at:
(€) Notes
June 30, 2022
12 months
June 30, 2021
12 months
I. NON-CURRENT ASSETS 415,860,071 398,066,731
Intangible assets 13,040 14,296
Investments at fair value through profit and loss 16 415,436,602 396,889,556
Deferred taxes 13 410,430 1,162,879
II. CURRENT ASSETS 48,779,322 60,683,581
Trade and other receivables 17 343,515 426,724
Cash and short-term deposits 4, 18 48,435,807 60,256,857
Other current assets - -
TOTAL ASSETS 464,639,394 458,750,312
Period ending at:
(€) Notes
June 30, 2022
12 months
June 30, 2021
12 months
I. EQUITY 463,624,416 457,863,119
Issued capital 3, 19 151,814,227 168,177,863
Share premium 3 174,688,537 174,688,537
Reserves 3 30,424,719 (6,522,108)
Retained earnings 3 106,696,933 121,518,827
II. LIABILITIES 1,014,978 887,193
A. Non-current liabilities - -
B. Current liabilities 1,014,978 887,193
Financial liabilities - -
Trade and other payables 718,351 877,342
Income tax payables 20 264,559 -
Other liabilities 32,069 9,851
TOTAL EQUITY AND LIABILITIES 464,639,394 458,750,312
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Financial Year 2021 - 2022
(€) Notes
Issued
capital
Share
premium Reserves
Retained
earnings Equity
June 30, 2021 2 168,177,863 174,688,537 (6,522,108) 121,518,827 457,863,119
Total comprehensive income 1 - - - 24,973,512 24,973,512
Capital increase 4, 19 - - - - -
Proceeds towards shareholders (16,363,637) - (2,545,455) - (18,909,091)
Other changes - - 39,492,282 (39,795,406) (303,125)
June 30, 2022 151,814,227 174,688,537 30,424,719 106,696,933 463,624,416
The increase in reserves during the past financial year (compared to June 30,
2021) amounts to €36,946,827. This increase is the combined result of:
• The decrease in the deferred tax asset directly through the balance sheet
(€303,125) - due to the pro rata depreciation of the deferred tax asset related
to the previous capital increases;
• An increase due to an addition to the available reserves (€39,087,858) and
the legal reserves (€707,548);
• A decrease due to the payment of a dividend (€2,545,455).
Compared to June 30, 2021, the retained earnings decreased by €14,821,894.
This decrease is composed of the realised and unrealised result for the period
for an amount of €24,973,512, less the addition to the reserves for an amount of
€39,795,406.
3 Audited consolidated statement of changes in equity
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The following table shows the changes in equity from the previous financial year for comparison.
Financial year 2020-2021
(€) Notes
Issued
capital
Share
premium Reserves
Retained
earnings Equity
June 30, 2020 2 184,905,136 174,688,537 (4,839,591) 90,943,318 445,697,401
Total comprehensive income 1 - - - 31,071,376 31,071,376
Capital increase 4, 19 - - - - -
Proceeds towards shareholders (16,727,273) - (1,818,182) - (18,545,455)
Other changes - - 135,664 (495,868) (360,203)
June 30, 2021 168,177,863 174,688,537 (6,522,108) 121,518,827 457,863,119
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4 Audited consolidated statement of cash flows
Period ending at:
(€) Notes
June 30, 2022
12 months
June 30, 2021
12 months
Cash at beginning of period 60,256,857 103,269,294
Cash Flow from Financing Activities (18,909,091) (18,545,455)
Proceeds from capital increase - -
Proceeds from borrowings - -
Repayment of borrowings - -
Interest paid - -
Distribution to shareholders (18,909,091) (18,545,455)
Other cash flow from financing activities - -
Cash Flow from Investing Activities 11,986,672 (20,009,924)
Investments (23,951,493) (47,871,458)
Repayment of investments 15,552,131 4,302,333
Interest received 8,331,436 8,826,399
Dividend received 11,448,990 14,137,530
Other cash flow from investing activities 605,608 595,271
Cash Flow from Operational Activities (4,898,631) (4,457,058)
Management Fee (5,283,195) (4,720,804)
Expenses (516,239) (158,170)
Recovered VAT 788,779 681,916
Taxes paid 112,025 (260,000)
Cash at end of period 2, 18 48,435,807 60,256,857
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5 Corporate information
The consolidated financial statements of TINC SA (hereinafter "TINC") for the
fiscal year ending June 30, 2022 were authorized for issue by resolution of the
Statutory Director on September 5, 2022. TINC is a limited liability company
incorporated and domiciled in Belgium. Its registered office is located at
Karel Oomsstraat 37, 2018 Antwerp, Belgium.
TINC is an investment company that takes interests in participations that are
active in the realisation and operation of infrastructure.
6 Basis of preparation
The consolidated financial statements of the Company have been prepared in
accordance with International Financial Reporting Standards (IFRS) as issued
by the International Accounting Standards Board (IASB) and as adopted by
the European Union.
The consolidated financial statements have been prepared on a fair value
basis, meaning that all investments are valued at Fair Value through the Profit
and Loss statement. The consolidated financial statements are presented in
euros, which is the functional currency of the Company, and all values are
rounded to the nearest euro, except when otherwise indicated. The Company
presents its balance sheet in order of current and non-current assets and
liabilities.
7 Valuation rules (IFRS)
a) Consolidation principles
Investment entities (Amendments to IFRS 10, IFRS 12 and IAS 27)
In adopting the standards of IFRS as adopted by the European Union, TINC
considered the application of the amendments to IFRS 10 (Consolidated
Financial Statements), IFRS 12 (Disclosure of Interests in Other Entities) and IAS
27 (Consolidated and Separate Financial Statements) regarding investment
entities (the ‘Amendments’) and concluded that the TINC meets the definition
of an investment entity as set out within IFRS 10. This is still applicable as per
June 30, 2022.
Under IFRS 10 an investment entity is an entity which:
• Obtains funds from one or more investors for the purpose of providing those
investor(s) with investment management services;
• Commits to its investor(s) that its business purpose is to invest funds solely
for returns from capital appreciation, investment income, or both;
• Measures and evaluates the performance of substantially all of its
participations on a fair value basis.
In assessing whether it meets the definition of an investment entity, an entity
must consider whether it has the following typical characteristics of
an investment entity:
• It has more than one investment;
• It has more than one investor;
• It has investors that are not related parties of the entity;
• It has ownership interests in the form of equities or similar interests.
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As a consequence TINC, as an investment company, measures all investments
in participations (including subsidiaries thereof which it controls and joint
ventures and associates) at fair value through profit or loss in accordance with
IAS 39 Financial Instruments: Recognition and Measurement.
The fair value is calculated by discounting the future cash flows generated by
the participations at an appropriate discount rate. The discount rates used are
based on market discount rates for similar assets adjusted with an appropriate
premium to reflect specific risks or the phase of the underlying Infrastructure
Assets.
See below (‘determination of fair value’) for more information about the
measurement procedure.
b) Associates
Associates are undertakings in which TINC has significant influence over the
financial and operating policies, but which it does not control. Given that TINC
is an investment company, these investments are measured at fair value, in
accordance with IAS 28, par. 18, and are presented as financial assets – equity
participations and measured at fair value through profit and loss. Changes in
fair value are included in profit or loss in the period of the change.
c) Financing costs
Financing costs are recorded in the income statement as soon as incurred.
d) Financial Assets
Financial fixed assets are valued in accordance with IFRS 10 at fair value.
When TINC invests in the equity of a company, this regards a participation in
the share capital of that company. In most cases, such participation goes
together with a participation in the company’s shareholder loan. Both are
recognized together on the balance sheet as ‘Investments at fair value through
TINC will adopt the Amendments as from the financial year ended
December 31, 2014 further to an assessment by TINC taking into account that :
• TINC holds an Investment Portfolio, consisting of multiple participations;
• It is the strategy of TINC to invest in companies active in infrastructure to
earn income and not returns stemming from a development, production
or marketing activity. Returns from providing management services and/or
strategic advice to the Infrastructure Asset Companies do not represent
a separate substantial business activity and will constitute only a small portion
of the TINC’s overall returns;
• TINC does not plan to hold its investments indefinitely; most of TINC’s
participation have a self-liquidating character whereby the cash flows from
participations are received over the lifetime of the underlying participations
and cover not only the return on the participation but also the repayment
of the participation itself, resulting in the participations having low or no
residual value.
This is the case with respect to all DBFM/PPP participations (where the
infrastructure will revert to the public authority at the end of the project life) as
well as for the energy participations (where the infrastructure will revert to the
owner of the plot of land or will be removed at the end of the project life) and
to a large respect for other participations (where, in the case of Bioversneller,
the infrastructure also will revert to the land owner upon expiry of the project
life).
Once an investment program within a certain participation has been
completed, TINC will not add additional Infrastructure Assets to such
participation unless inextricably connected to the underlying Infrastructure
Asset (e.g. the maintenance, modifications, renovations or pre-agreed upon/
scheduled expansion of the existing Infrastructure Asset). Upon final expiry of
all rights in relation to the underlying Infrastructure Assets and/or removal of
the Infrastructure Assets from the plot of land, the company holding such
Infrastructure Assets will be wound up and liquidated.
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profit and loss’. For valuation purposes a participation in the equity and in the
shareholder loan of a company are taken together as they are economically to
be considered as one.
When TINC grants a loan to a company without participating in the equity, this
loan is also valued at fair value and is included under the heading 'Investments
at fair value with recognition of changes in value in the income statement.
Realised gains and losses on investments are calculated as the difference
between the selling price and the carrying amount of the investment at the
date of disposal. All regular way purchases and sales of financial assets are
recognized on the trade date.
Regular way purchases or sales are contractual purchases or sales of financial
assets that require delivery of assets within the time frame generally
established by regulation or convention in the marketplace.
TINC applies the following hierarchy for determining and disclosing the fair
value of financial instruments, by valuation technique.
• Level 1: listed (unadjusted) prices in active markets for identical assets or
liabilities;
• Level 2: other methods in which all variables have a significant effect on
the calculated fair value and are observable, either directly or indirectly;
• Level 3: techniques using variables which have a significant effect on the
recorded fair value, but are not based on observable market data.
All participations of TINC are classified within level 3 of the fair value hierarchy.
Fair value measurement under IFRS 13
In accordance with IFRS 13, fair value is determined as the price that would be
received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. In the absence of an
active market for a financial instrument, TINC uses valuation models. Here,
TINC follows the International Private Equity and Venture Capital Valuation
Guidelines. The valuation methodologies are applied consistently from period
to period, except where a change would result in a better estimate of fair value.
Participations in infrastructure companies are often characterized by a high
degree of long-term visibility on expected future cash flows. This visibility is the
result of long-term contracts, a regulated framework, and/or the strategic
position of the infrastructure. At each valuation exercise the expected long-
term future cash flows of each underlying company are first updated based on
its recent financial figures and updated assumptions. Then the resulted cash
flows to TINC are calculated based on the participation in each of the
companies.
The updated expected future long-term cash flows related to each of TINC’s
participations are discounted at a market discount rate. This discount rate is
reflective of the participation’s risk rating, which is subject to the company’s
profile and to the investment instrument itself (an equity participation or a
loan). The profile of an infrastructure company is determined by potential
fluctuations in revenues and expenses, the presence and robustness of long-
term contracts and the quality of the counterparties thereto, the refinancing
risk of the debt, etc. Recent transactions between market participants can
provide an indication of a market discount rate.
When an equity participation is accompanied by a shareholder loan, all
expected future cash flows related to both investment instruments are
discounted together at a market discount rate.
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The resulting fair value is considered the fair value (‘FV’) of the participation
and is recognized on the balance sheet as ‘Investments at fair value through
profit and loss’. In case of a recent transaction, the transaction value will
initially be applied.
Changes in fair value are recognized in the income statement as unrealised
gains or losses.
On the divestment of a participation, the capital gain or loss, calculated as the
difference between the sale price and the fair value on the balance sheet at
the time of the sale, is recognized as a realised gain or loss in the income
statement.
e) Criteria for derecognition of financial assets and liabilities
Financial assets and liabilities are derecognized from the accounting records
whenever TINC no longer manages the contractual rights attached to them.
It does this whenever the financial assets or liabilities are sold or whenever
the cash flows attributable to these assets are transferred to an independent
third party.
A financial liability is derecognized when the obligation under the liability
is discharged or cancelled or expires.
f) Regular purchases and sales of financial assets
Regular purchases and sales of financial assets are recorded at transaction
date.
g) Other current and non-current assets
Other non-current and current assets are measured at amortized cost.
h) Income tax
Current taxes are based on the results of TINC and are calculated according
to the local tax rules.
Deferred income tax is provided, based on the liability method, on all
temporary differences between the tax basis of assets and liabilities and their
carrying amounts for financial reporting purposes.
Deferred tax assets are recognized for all deductible temporary differences
between the taxable base for assets and liabilities and their carrying amounts
for financial reporting purposes at reporting date.
Deferred tax assets are recognized for all deductible temporary differences,
except:
• When the deferred tax liability arises from the initial recognition of goodwill
or the initial recognition of an asset or liability in a transaction that is not a
business combination and, at the time of the transaction, affects neither
the accounting profit nor taxable profit or loss.
• In respect of deductible temporary differences associated with participations
in subsidiaries, associates and interests in joint arrangements, deferred tax
assets are recognised only to the extent that it is probable that the
temporary differences will reverse in the foreseeable future and taxable
profit will be available against which the temporary differences can be
utilized.
Deferred taxes are recognized for all deductible temporary differences. TINC
does not recognize deferred tax assets on any unused tax credits and any
unused tax losses.
A deferred tax asset will be recognized for tax losses and tax credits as far as
it is probable that they can be offset against future taxable profit.
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m) Dividends
Dividends proposed by the Statutory Manager are not recorded in the financial
statements until they have been approved by the shareholders at the annual
General Meeting.
n) Earnings per share
TINC calculates both basic and diluted earnings per share in accordance with
IAS 33. Basic earnings per share are computed using the weighted average
number of shares outstanding during the period. Diluted earnings per share
are computed using the weighted average number of shares outstanding
during the period plus the dilutive effect of warrants and stock options (if any)
outstanding during the period.
o) Costs related to issuing or acquiring its own equity instruments
TINC typically incurs various costs in issuing or acquiring its own equity
instruments. Those costs might include registration and other regulatory fees,
amounts paid to legal, accounting and other professional advisers, printing
costs and stamp duties. The transaction costs of an equity transaction are
accounted for as a deduction from equity (net of any related income tax
benefit) to the extent they are incremental costs directly attributable to the
equity transaction that otherwise would have been avoided. Other costs
related to public offerings of equity instruments (such as road shows and
other marketing initiatives) are recognized as an expense.
p) Operating segments
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-maker who is identified as
the Board of Directors which is responsible for allocating resources, assessing
performance of the operating segments. Currently the Company operates
as a single segment.
i) Liquid assets
Cash and cash equivalents are cash, bank deposits and liquid assets. These are
all treasury resources held in cash or on a bank deposit. These products are
therefore reported at nominal value.
j) Provisions
Provisions are recognized when TINC has a present legal or constructive
obligation as a result of past events, and it is probable that an outflow of
resources will be required to settle the obligations and a reliable estimate of
the amounts can be made. Where TINC expects an amount which has been
provided for to be reimbursed, the reimbursement is recognized as an asset
only when the reimbursement is virtually certain.
k) Revenue recognition
Revenue is recognized whenever it is probable TINC will receive economic
benefits which revenue can be reliably measured.
Dividend revenue is recognized on the date on which TINC’s right to receive
the payment is established.
Dividend revenue is presented gross of any non-recoverable withholding taxes,
which are disclosed separately in the statement of comprehensive income.
l) Financial liabilities
Interest-bearing loans and borrowings are initially valued at fair value.
Subsequently, the loans and borrowings are measured at amortized cost using
the effective interest rate method.
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The amendments include the following practical expedients:
• A practical expedient to require contractual changes, or changes to cash
flows that are directly required by the reform, to be treated as changes to a
floating interest rate, equivalent to a movement in a market rate of interest.
• Permit changes required by IBOR reform to be made to hedge designations
and hedge documentation without the hedging relationship being
discontinued.
• Provide temporary relief to entities from having to meet the separately
identifiable requirement when an RFR instrument is designated as a hedge
of a risk component.
These amendments had no impact on the consolidated financial statements
of TINC.
Amendments to IFRS 16 Leases – COVID-19 Related Rent Concessions beyond
30 June 2021
The amendments provide relief to lessees from applying IFRS 16 guidance on
lease modification accounting for rent concessions arising as a direct
consequence of the COVID-19 pandemic. As a practical expedient, a lessee may
elect not to assess whether a COVID-19 related rent concession from a lessor is
a lease modification. A lessee that makes this election accounts for any change
in lease payments resulting from the COVID-19 related rent concession the
same way it would account for the change under IFRS 16, if the change were
not a lease modification. This amendment has extended the relief by one year
to cover rent concessions that reduce only lease payments due on or before
30 June 2022.
The amendment applies to annual reporting periods beginning on or after
1 April 2021. The amendments did not have an impact on TINC’s consolidated
financial statements.
8 New standards, interpretations and adjustments
by TINC on June 30, 2022
TINC has applied for the first time certain standards and amendments.
TINC has not early adopted any other standard, interpretation or amendment
that has been issued but is not yet effective.
Although these new standards and amendments apply for the first time in
2021/2022, they do not have a material impact on the annual consolidated
financial statements of TINC. The nature and the impact of each of the
following new standards, amendments and/or interpretations are described
below:
• Amendments to IFRS 4 Insurance Contracts – deferral of IFRS 9
• Amendments to IFRS 9 Financial Instruments, IFRS 7 Financial Instruments:
Disclosures, IAS 39 Financial Instruments: Recognition and measurement,
IFRS 4 Insurance contracts and IFRS 16 Leases- Interest Rate Benchmark
Reform – Phase 2
• Amendments to IFRS 16 Leases - COVID-19 Related Rent Concessions beyond
30 June 2021
Amendments to IFRS 4 Insurance Contracts – deferral of IFRS 9
The amendment to IFRS 4 provides a temporary exemption that permits, but
does not require, the qualifying insurer to apply IAS 39 Financial Instruments:
Recognition and Measurement rather than IFRS 9 for annual periods
beginning before 1 January 2023. This standard is not applicable to TINC.
Amendments to IFRS 9 Financial Instruments, IFRS 7 Financial Instruments:
Disclosures, IAS 39 Financial Instruments: Recognition and measurement,
IFRS 4 Insurance contracts and IFRS 16 Leases- Interest Rate Benchmark Reform
– Phase 2
The amendments provide temporary reliefs which address the financial
reporting effects when an interbank offered rate (IBOR) is replaced with an
alternative nearly risk-free interest rate (RFR).
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Standards issued but not yet effective
The standards and interpretations that are issued, but not yet effective,
up to the date of issuance of TINC’s financial statements are disclosed below.
TINC intends to adopt these standards and interpretations, if applicable,
when they become effective.
• Amendments to IAS 1 Presentation of Financial Statements – Classification
of Liabilities as Current or Non-current, effective 1 January 2023*
• Amendments to IAS 1 Presentation of Financial Statements and IFRS
Practice Statement 2: Disclosure of Accounting policies, effective
1 January 2023
• Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates
and Errors: Definition of Accounting Estimates, effective 1 January 2023
• Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and
Liabilities arising from a Single Transaction, effective 1 January 2023*
• Amendments to IAS 16 Property, plant and equipment – Proceeds before
intended use, effective 1 January 2022
• Amendments to IAS 37 Provisions, contingent liabilities and contingent
assets – onerous contracts—cost of fulfilling a contract, effective
1 January 2022
• Amendments to IFRS 3 Business combinations – References to the
conceptual framework, effective 1 January 2022
• IFRS 17 Insurance Contracts, effective 1 January 2023
• Amendments to IFRS 17 Insurance contracts: Initial Application of IFRS 17
and IFRS 9 – Comparative Information, effective 1 January 2023*
• Annual Improvements Cycle - 2018-2020, effective 1 January 2022
* Not yet adopted by the EU as of 6 September 2022.
Amendments to IAS 1 Presentation of Financial Statements – Classification of
Liabilities as Current or Non-current
The amendments clarify the criteria for determining whether to classify
a liability as current or non-current. The amendments clarify:
• What is meant by a right to defer settlement
• That a right to defer must exist at the end of the reporting period
• That classification is unaffected by the likelihood that an entity will exercise
its deferral right
• That only if an embedded derivative in a convertible liability is itself an equity
instrument would the terms of a liability not impact its classification
TINC expects that the changes will not have an impact on its consolidated
financial statements.
Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice
Statement 2: Disclosure of Accounting policies on or after 1 January 2023
The amendments help entities apply materiality judgements to accounting
policy disclosures. The amendments to IAS 1 replace the requirement for
entities to disclose their ‘significant’ accounting policies with a requirement
to disclose their ‘material’ accounting policies.
The amendments also introduced additional guidance and examples to the
practice statement on how entities apply the concept of materiality in making
decisions about accounting policy disclosures.
Entities are required to apply these changes on annual periods beginning on
or after 1 January 2023.
TINC expects that the changes will not have an impact on its consolidated
financial statements.
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Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates
and Errors: Definition of Accounting Estimates
The amendments introduce a new definition of an estimate. Estimates are
defined as ‘monetary amounts in the financial statements that are subject to
measurement uncertainty’. The amendments clarify the distinction between
changes in accounting estimates and changes in accounting policies and the
correction of errors.
Entities are required to apply these changes on annual periods beginning
on or after 1 January 2023.
TINC expects that the changes will not have an impact on its consolidated
financial statements.
Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and
Liabilities arising from a Single Transaction
The Amendments narrow the scope of the initial recognition exception under
IAS 12 Income Taxes, so that it no longer applies to transactions that give rise
to equal taxable and deductible temporary differences.
The Amendments also clarify that where payments that settle a liability are
deductible for tax purposes, it is a matter of judgement (having considered the
applicable tax law) whether such deductions are attributable for tax purposes
to the liability recognised in the financial statements (and interest expense) or
to the related asset component (and interest expense). This judgement is
important in determining whether any temporary differences exist on initial
recognition of the asset and liability.
Entities are required to apply the amendments on annual reporting periods
beginning on or after 1 January 2023.
TINC expects that the changes will not have an impact on its consolidated
financial statements.
Amendments to IAS 16 Property, plant and equipment – Proceeds before
intended use
The amendments prohibit entities deducting from the cost of an item of
property, plant and equipment, any proceeds from selling items produced
while bringing that asset to the location and condition necessary for it to be
capable of operating in the manner intended by management. Instead, an
entity recognises the proceeds from selling such items, and the costs of
producing those items, in profit or loss.
Companies are required to apply the amendment to annual reporting periods
beginning on or after 1 January 2022. The amendment must be applied
retrospectively but only to items of property, plant and equipment that are
brought to the location and condition necessary for them to be capable of
operating in the manner intended by management on or after the beginning
of the earliest period presented in the financial statements in which the entity
first applies the amendments. Earlier application is permitted.
TINC expects that the changes will not have an impact on its consolidated
financial statements.
Amendments to IAS 37 Provisions, contingent liabilities and contingent assets
– onerous contracts – cost of fulfilling a contract
The amendments specify which costs an entity needs to include when
assessing whether a contract is onerous or loss-making. The amendments
apply a ‘directly related cost approach’. The costs that relate directly to a
contract to provide goods or services include both incremental costs and an
allocation of costs directly related to contract activities. General and
administrative costs do not relate directly to a contract and are excluded
unless they are explicitly chargeable to the counterparty under the contract.
Companies are required to apply the amendments to annual reporting period
beginning on or after 1 January 2022. Earlier application is permitted. An entity
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shall apply the amendments to contracts for which it has not yet fulfilled all its
obligations at the beginning of the annual reporting period in which it first
applies the amendments (the date of initial application). The entity shall not
restate comparative information.
TINC expects that the changes will not have an impact on its consolidated
financial statements.
Amendments to IFRS 3 Business combinations – References to the conceptual
framework
The amendments replaced the reference to an old version of the IASB’s
Conceptual Framework with a reference to the current version issued in March
2018 (the Conceptual Framework). The amendments further added an
exception to the recognition principle in IFRS 3. That is, for liabilities and
contingent liabilities that would be within the scope of IAS 37 or IFRIC 21, if
incurred separately, an acquirer would apply IAS 37 or IFRIC 21, respectively,
instead of the Conceptual Framework, to identify the obligations it has
assumed in a business combination. The amendment further added an
explicit statement in the standard that an acquirer cannot recognise
contingent assets acquired in a business combination.
Companies are required to apply the amendments business acquisitions
on or after the beginning of annual reporting period beginning on or after
1 January 2022. Earlier application is permitted if at the same time or earlier an
entity also applies all the amendments made by Amendments to References
to the Conceptual Framework in IFRS Standards, issued in March 2018.
TINC expects that the changes will not have an impact on its consolidated
financial statements.
IFRS 17 Insurance contracts
These amendments are not relevant to TINC, because TINC does not issue any
insurance contracts.
Amendments to IFRS 17 Insurance contracts: Initial Application of IFRS 17 and
IFRS 9 – Comparative Information, effective 1 January 2023
These amendments are not relevant to TINC, because TINC does not issue any
insurance contracts.
Annual Improvements 2018-2020
The IASB issued the 2018-2020 cycle improvements to its standards and
interpretations, primarily with a view to removing inconsistencies and
clarifying wording. These improvements include:
• IFRS 1 First-time Adoption of International Financial Reporting Standards -
Subsidiary as a First-time Adopter
• IFRS 9 Financial Instruments - Fees in the ‘10 per cent’ Test for Derecognition
of Financial Liabilities
• Illustrative Examples accompanying IFRS 16 Leases - Lease Incentives
• IAS 41 Agriculture - Taxation in Fair Value Measurements
These amendments are not expected to have an impact on TINC.
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9 Significant accounting judgements, estimates and assumptions
Financial assets of TINC
TINC is an investment company and has 25 participations.
Portfolio Country Type Stake Status
Public Infrastructure
A15 Maasvlakte-Vaanplein NL Equity 24.00% Operational
Social Housing Ireland IRE Equity 47.50% Operational
L’Hourgnette BE Equity 81.00% Operational
Princess Beatrix Lock NL Equity 40.63% Operational
Brabo I BE Equity 52.00% Operational
Via A11 BE Equity 39.06% Operational
Via R4 Ghent BE Equity 74.99% Operational
Energy Infrastructure
Berlare Wind BE Equity 49.00% Operational
Kroningswind NL Equity 72.73% In Realisation
Lowtide BE Equity 99.99% Operational
Nobelwind BE Loan n/a Operational
Northwind BE Loan n/a Operational
Solar Finance BE Equity 87.43% Operational
Storm Ireland IE Equity 95.60% Operational
Storm BE Equity 39.47% - 45% Oper. / In Real.
Kreekraksluis NL Equity 43.65% Operational
Sunroof BE Equity 50.00% Operational
Zelfstroom NL Equity 90.00% In Realisation
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Portfolio Country Type Stake Status
Digital Infrastructure
GlasDraad NL Equity 100.00% Oper. / In Real.
Datacenter United BE Equity 75.00% Operational
Selective Real Estate
Bioversneller BE Equity 50.00% Operational
De Haan Vakantiehuizen BE Equity 12.50% Operational
Réseau Abilis BE Equity 67.50% Operational
Eemplein NL Equity 100.00% Operational
Garagepark NL Equity 62.50% In Realisation
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10 Subsidiaries and associates
Subsidiaries Project name City/Country Company number % voting rights
Change compared
to previous year
Reason why > 50%
does not lead to
consolidation
Bio-Versneller NV Bioversneller Antwerp, Belgium 807.734.044 50.00% 0.00% IFRS 10
C.H.I.M.
Sociale Huisvesting
Ierland
Antwerp, Belgium 746.772.712 50.00% 0.00% IFRS 10
DCU Invest NV Datacenter United Antwerp, Belgium 748.969.860 75.00% 0.00% IFRS 10
DG Infra+ Parkinvest BV Eemplein
The Hague,
The Netherlands
27.374.495 100.00% 0.00% IFRS 10
G.P. Invest BV Garagepark
Amsterdam,
The Netherlands
86.623.141 62.50% 62.50% IFRS 10
GlasDraad GlasDraad
The Hague,
The Netherlands
69.842.043 100.00% 0.00% IFRS 10
Kroningswind BV Kroningswind
The Hague,
The Netherlands
64.761.479 72.73% 0.00% IFRS 10
L'Hourgnette NV L’Hourgnette Sint-Gillis, Belgium 835.960.054 81.00% 0.00% IFRS 10
Lowtide NV Lowtide/Hightide Antwerp, Belgium 883.744.927 99.99% 0.00% IFRS 10
Silvius NV Brabo I Antwerp, Belgium 817.542.229 99.99% 0.00% IFRS 10
Solar Finance NV Solar Finance Antwerp, Belgium 829.649.116 87.43% 0.00% IFRS 10
Storm Holding 4 NV Storm Ierland Antwerp, Belgium 666.468.192 95.60% 0.00% IFRS 10
Sunroof BV Sunroof Antwerp, Belgium 778.974.930 50.00% 50.00% IFRS 10
T&D Invest NV Réseau Abilis Antwerp, Belgium 689.769.968 67.50% 0.00% IFRS 10
Via Brugge NV Via A11 Aalst, Belgium 547.938.350 64.37% 0.00% IFRS 10
Via R4-Gent NV Via R4 Gent Brussels, Belgium 843.425.886 74.99% 0.00% IFRS 10
Zelfstroom Invest BV Zelfstroom
s-Hertogenbosch,
The Netherlands
86.344.072 90.00% 90.00% IFRS 10
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Associations Project name City/Country Company number % voting rights
Change compared
to previous year
A-Lanes A15 BV
A15 Maasvlakte-
Vaanplein
Nieuwegein,
The Netherlands
51.161.400 24.00% 0.00%
De Haan Vakantiehuizen NV De Haan Vakantiehuizen
Sint-Lambrechts-
Woluwe, Belgium
707.946.778 12.50% 0.00%
Elicio Berlare NV Berlare Wind Oostende, Belgium 811.412.621 49.00% 0.00%
SAS Invest BV Prinses Beatrixsluis
The Hague,
The Netherlands
64.761.479 40.63% 3.13%
Storm Holding NV Storm Antwerp, Belgium 841.641.086 39.47% 0.00%
Storm Holding 2 NV Storm Antwerp, Belgium 627.685.789 39.47% 0.00%
Storm Holding 3 NV Storm Antwerp, Belgium 716.772.293 39.47% 0.00%
Storm Holding 5 NV Storm Antwerp, Belgium 787.877.154 45.00% 45.00%
Windpark Kreekraksluis Holding BV Kreekraksluis
The Hague,
The Netherlands
63.129.337 43.65% 0.00%
An overview of the contractual commitments or current intentions to provide
financial or other support to its unconsolidated subsidiaries is provided in
note 22: Off-balance sheet items.
Restrictions
TINC receives income from its participations in the form of dividends and
interests.
Some of the participations may be subject to restrictions on their ability to
make payments or distributions to TINC, including as a result of restrictive
covenants contained in loan agreements (such as for example subordination
agreements), tax and company law restrictions on the payment of
distributions or other payments may also be contained in agreements with
such other parties. In addition, any change in the accounting policies, practices
or guidelines relevant to TINC or to its participations, may reduce or delay
distributions to TINC.
On June 30, 2022, TINC's participations are not subject to specific restrictions
on cash flows to TINC resulting from the non-compliance with certain
agreements.
Explanatory notes on segment reporting
TINC reports its investment activities in four segments. Management reporting
also follows this structure in accordance with the requirements of IFRS 8. There
are no transactions between segments.
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The four segments are
• Public infrastructure: This includes the following participations:
A15 Maasvlakte-Vaanplein, L'hourgnette, Princess Beatrix Lock, Brabo I,
Social Housing Ireland, Via R4-Gent, Via A11.
• Energy infrastructure: This includes the following participations:
Berlare Wind, Kroningswind, Lowtide/Hightide, Nobelwind, Northwind,
Solar Finance, Storm, Storm Ireland, Sunroof, Zelfstroom and Kreekraksluis.
Within this segment, a distinction is also made between investments in
equity and investments in loans.
• Digital infrastructure: This includes the following participations:
GlasDraad, Datacenter United
• Selective Real Estate: This includes the following participations:
Bioversneller, Réseau Abilis, Eemplein, De Haan Vakantiehuizen
and Garagepark.
An overview of the evolution of the fair value of the portfolio per segment
can be found in note 16.
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Period ending at June 30, 2022:
(€)
Public
infrastructure
Energy
infrastructure
Digital
infrastructure
Selective
Real Estate
Business services
& general Total
Interest income 5,885,257 2,610,085 - 127,231 - 8,622,572
Dividend income 2,426,254 2,422,580 325,000 6,066,006 - 11,239,840
Gain on disposal of investments - - - - - -
Unrealised gains (losses) on investments 3,928,629 (1,389,820) 4,671,415 2,849,161 - 10,059,386
Revenue 140,378 212,996 37,500 130,931 - 521,806
Portfolio result, profit (loss) 12,380,518 3,855,841 5,033,915 9,173,329 - 30,443,603
Selling, General & Administrative Expenses - - - - (4,709,641) (4,709,641)
Depreciations and amortizations - - - - (3,663) (3,663)
Other operating expenses - - - - (144,455) (144,455)
Operational result, profit (loss) 12,380,518 3,855,841 5,033,915 9,173,329 (4,857,760) 25,585,843
Financial result (-) - - - - 20,133 20,133
Tax expenses (-) - - - - (632,465) (632,465)
Total consolidated income 12,380,518 3,855,841 5,033,915 9,173,329 (5,470,091) 24,973,512
Assets and liabilites
Assets 133,043,372 117,116,299 86,580,631 78,696,298 49,202,793 464,639,394
Liabilites - - - - 464,639,394 464,639,394
Other segment information
Cashflow 11,803,671 17,753,372 87,500 6,203,928 - 35,848,472
Cash-income 8,822,195 5,232,718 37,500 6,203,928 - 20,296,340
Repayments 2,981,476 12,520,655 50,000 - - 15,552,131
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Period ending at June 30, 2021:
(€)
Public
infrastructure
Energy
infrastructure
Digital
infrastructure
Selective
Real Estate
Business services
& general Total
Interest income 5,930,013 2,888,493 - 127,231 - 8,945,736
Dividend income 4,333,161 3,459,579 325,000 6,437,285 - 14,555,026
Gain on disposal of investments - - - - - -
Unrealised gains (losses) on investments 4,943,104 2,622,196 4,485,705 406,198 - 12,457,202
Revenue 140,696 211,825 37,500 130,931 - 520,953
Portfolio result, profit (loss) 15,346,974 9,182,094 4,848,205 7,101,645 - 36,478,917
Selling, General & Administrative Expenses - - - - (4,406,974) (4,406,974)
Depreciations and amortizations - - - - (1,933) (1,933)
Other operating expenses - - - - (85,778) (85,778)
Operational result, profit (loss) 15,346,974 9,182,094 4,848,205 7,101,645 (4,494,684) 31,984,233
Financial result (-) - - - - 110,366 110,366
Tax expenses (-) - - - - (1,023,222) (1,023,222)
Total consolidated income 15,346,974 9,182,094 4,848,205 7,101,645 (5,407,541) 31,071,376
Assets and liabilites
Assets 131,966,105 117,024,839 76,434,215 71,464,397 61,860,756 458,750,312
Liabilites - - - - 458,750,312 458,750,312
Other segment information
Cashflow 10,579,084 10,150,205 360,000 6,688,456 - 27,777,746
Cash-income 9,987,623 6,439,334 360,000 6,688,456 - 23,475,412
Repayments 591,461 3,710,872 - - - 4,302,333
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Period ending at June 30, 2022:
(€) Belgium The Netherlands Ireland Total
Interest income 6,842,680 1,779,892 - 8,622,572
Dividend income 7,194,536 4,045,304 - 11,239,840
Gain on disposal of investments - - - -
Unrealised gains (losses) on investments 1,857,712 8,177,691 23,983 10,059,386
Revenue 385,151 112,608 24,047 521,806
Portfolio result, profit (loss) 16,280,079 14,115,494 48,029 30,443,603
Selling, General & Administrative Expenses (4,709,641) - - (4,709,641)
Depreciations and amortizations (3,663) - - (3,663)
Other operating expenses (144,455) - - (144,455)
Operational result, profit (loss) 11,422,320 14,115,494 48,029 25,585,843
Financial result (-) 20,133 - - 20,133
Tax expenses (-) (632,465) - - (632,465)
Total consolidated income 10,809,988 14,115,494 48,029 24,973,512
Assets and liabilites
Assets 307,238,246 143,594,696 13,806,451 464,639,394
Liabilites 464,639,394 - - 464,639,394
Other segment information
Cashflow 29,836,966 5,989,564 21,941 35,848,472
Cash-income 14,284,835 5,989,564 21,941 20,296,340
Repayments 15,552,131 - - 15,552,131
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Period ending at June 30, 2021:
(€) Belgium The Netherlands Ireland Total
Interest income 7,175,110 1,770,626 - 8,945,736
Dividend income 11,726,485 2,493,941 334,600 14,555,026
Gain on disposal of investments - - - -
Unrealised gains (losses) on investments 6,478,315 8,038,000 (2,059,113) 12,457,202
Revenue 384,859 112,673 23,421 520,953
Portfolio result, profit (loss) 25,764,769 12,415,240 (1,701,092) 36,478,917
Selling, General & Administrative Expenses (4,406,974) - - (4,406,974)
Depreciations and amortizations (1,933) - - (1,933)
Other operating expenses (85,778) - - (85,778)
Operational result, profit (loss) 21,270,085 12,415,240 (1,701,092) 31,984,233
Financial result (-) 110,366 - - 110,366
Tax expenses (-) (1,023,222) - - (1,023,222)
Total consolidated income 20,357,228 12,415,240 (1,701,092) 31,071,376
Assets and liabilites
Assets 312,478,095 132,492,275 13,779,942 458,750,312
Liabilites 458,750,312 - - 458,750,312
Other segment information
Cashflow 23,222,828 4,199,114 355,804 27,777,746
Cash-income 18,920,494 4,199,114 355,804 23,475,412
Repayments 4,302,333 - - 4,302,333
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11 Operational result for the year ending June 30, 2022
Interest, dividends and turnover
Period ending at:
(€) Notes
June 30, 2022
12 months
June 30, 2021
12 months
Interest Income 1 8,622,572 8,945,736
Dividend Income 1 11,239,840 14,555,026
Turnover 1 521,806 520,953
TOTAL 20,384,217 24,021,715
This heading shows a decrease of €3,637,498 compared to the financial year
ending on June 30, 2021.
In comparison to the previous financial year, dividend income decreased with
an amount of €3,315,186 but is in line with expectations. Last year TINC received
higher dividends from some of its participations.
The interest income comprises (i) capitalized interests included in the fair value
of the participations and (ii) interests, either received in cash or scheduled to
be received in cash shortly after reporting date. In comparison to the previous
financial year, interest income decreased with €323,164. This decrease is due to
a lower total outstanding amount of loans, both shareholder loans and
subordinated loans.
The turnover consists of fees from the participations such as remuneration
fees and mandate fees in connection with transactions. Over the past financial
year, turnover amounts to €521,806. This is in line with the previous financial
year.
Unrealised gains and losses on financial assets at fair value, and on loans in
investee companies
Period ending at:
(€) Notes
June 30, 2022
12 months
June 30, 2021
12 months
Unrealised gains on financial assets 1 19,435,515 15,979,274
Unrealised losses on financial assets 1 (9,376,128) (3,522,072)
TOTAL 10,059,386 12,457, 202
The net unrealised result (unrealised gains less unrealised losses) amounted to
€10,059,386 for the past financial year.
The net unrealised increase in fair value of €10,059,386 over the past financial
year consists of €19,435,515 unrealised gains and €9,376,128 unrealised losses.
This is the result of an update of the discount rates and of the generic and
specific assumptions underlying the cash flows expected by TINC from the
participations, and of the change in time value of these cash flows.
In the past financial year, the fair value of the investment portfolio thus
increased by €10,059,386 without taking into account the investments in and
repayments from participations.
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Selling, general and administrative expenses
The cost of services and various goods rose by €302,668 compared to the
previous financial year.
Period ending at:
(€) Notes
June 30, 2022
12 months
June 30, 2021
12 months
Management compensation (4,195,827) (4,211,505)
Other expenses (513,815) (195,468)
TOTAL 1 (4,709,641) (4,406,974)
The expenses in the past financial year comprise the following:
• Management compensation of €4,195,827 comprising of:
- Remuneration to TDP for an amount of €3,548,052 which is composed of
a fee for the investment services for an amount of €3,437,943 (fixed +
variable), and a fee for administrative services for an amount of €110,109.
- Remuneration of the Statutory Director ‘TINC Manager’ for an amount of
€647,775. This compensation amounts to 4% of the net result before
remuneration of the Statutory Director, before taxes and excluding any fair
value change in financial assets and liabilities.
• Other operating expenses amount to €513,815. Other operating expenses
include several costs such as lawyer, marketing and consultancy expenses.
Other company expenses
Period ending at:
(€) Notes
June 30, 2022
12 months
June 30, 2021
12 months
Taxes and operating expenses 1 (144,455) (85,778)
TOTAL (144,455) (85,778)
Other company expenses amount to €144,455 and primarily include non-
recoverable VAT for an amount of €139,663.
The cost ratio for the current financial year is 1.05%.
12 Financial result for the financial year ending
at June 30, 2022
Period ending at:
(€) Notes
June 30, 2022
12 months
June 30, 2021
12 months
Finance income 1 196,020 200,742
Finance costs 1 (175,887) (90,376)
TOTAL 20,133 110,366
The financial result decreased with €90,233 compared to the financial year
ending on June 30, 2021.
Financial income of the past financial year includes i.e. financial services to
participations. Financial income decreased with €4,722 compared to the
previous financial year.
Financial costs increased with €85,511. These costs include fees on bank
guarantees, costs incurred as a result of negative interests on cash balances
and other bank charges.
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110 TINC Annual Report 2021-2022
13 Income taxes for the financial year ending at June 30, 2022
Period ending at:
(€) Notes
June 30, 2022
12 months
June 30, 2021
12 months
Result before tax, profit (loss) 25,605,977 32,094,599
Unrealised gains / losses on investments (10,059,386) (12,457,202)
Depreciations and impairments on costs relating to the capital increase (1,212,498) (1,440,812)
Result before tax BGAAP 14,334,093 18,196,584
Non-deductible expenses 1,000 37
Taxable moratorium interest 24,070 -
Definitively taxed income deduction (10,931,090) (14,103,732)
Notional Interest deduction (NID) - -
Compensation tax losses of the past (1,797,298) (3,165,023)
Taxable base against normal tax rate 1,630,777 927,867
Effective income tax rate 25.00% 25.00%
Against local statutory income tax rate 407,694 231,967
Increase for insufficient prepayment 7,402 -
Valuation deferred tax asset related to tax losses carried forward - 449,324
Use of tax losses carried forward 449,324 791,256
Remeasurement of deferred tax asset - -
(Increase)/Decrease deferred tax asset related to tax losses carried forward 449,324 791,256
Taxes 1 864,420 1,023,223
Effective tax rate 3.38% 3.19%
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111 TINC Annual Report 2021-2022
Period ending at:
(€) Notes
June 30, 2022
12 months
June 30, 2021
12 months
Tax charge
Current income tax charge 415,096 231,967
Adjustment in respect of current income tax of
previous periods
(231,955) -
Deferred tax
Related to temporary differences - -
Deferred tax on tax losses carried forward 449,324 791,256
Taxes 632,465 1,023,223
Reconciliation of deferred tax losses carried forward
Period ending at:
(€) Notes
June 30, 2022
12 months
June 30, 2021
12 months
Tax loss as per start of financial year 1,797,297 4,962,320
Movement of the year (1,797,298) (3,165,023)
Other movements - -
Tax loss as per end of period - 1,797,297
Movement schedule of the deferred taxes
Period ending at:
(€) Notes
June 30, 2022
12 months
June 30, 2021
12 months
Deferred taxes beginning of period (per July, 1) 1,162,879 2,314,338
Increase/(decrease) value TLCF (449,324) (791,256)
Increase/(decrease) deferred taxes (303,125) (360,203)
Deferred taxes end of period (per June, 30) 2 410,430 1,162,879
Currently, the main sources of income for TINC are exempt of taxation:
• Unrealised gains and losses on the revaluation of the financial assets at fair
value: both the gains and losses on the revaluation of these assets are
exempt from taxation as long as the underlying asset remains unrealised;
• Deduction of definitely taxed income (‘DTI’) relating to received dividend
income.
In the financial year 2017-2018, a deferred tax asset has been recognized on the
balance sheet for i.e. tax losses carried forward to the extent that it is probable
that these can be offset against future taxable profit. The amount of tax losses
carried forward is €0 at the end of the financial year, since the remaining
amount of €449,324 has been fully offset.
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14 Earnings per share
Period ending at:
(€) Notes
June 30, 2022
12 months
June 30, 2021
12 months
Net profit attributable to ordinary shares 1 24,973,512 31,071,376
Weighted average number of ordinary shares
(excluding treasury shares) for basic earnings
per share
36,363,637 36,363,637
Effect of dilution - -
Share options - -
Redeemable preference shares - -
Weighted average number of ordinary shares
(excluding treasury shares) adjusted for the
effect of dilution
36,363,637 36,363,637
Earnings per share 0.69 0.85
Earnings per share with effect of dilution 0.69 0.85
15 Paid and proposed distributions
Period ending at:
(€) Notes
June 30, 2022
12 months
June 30, 2021
12 months
Paid Dividends 1
Closing dividend: (total value) 18,909,091 18.,545,455
Closing dividend: (value per share) 0.5200 0.5100
Proposed Distribution
Distribution / Dividend: total value 19,636,364 18,909,091
Distribution / Dividend: value per share 0.54 0.52
Capital reduction 0.4500 0.4500
Dividend 0.0900 0.0700
Number of shares 36,363,637 36,363,637
At the general shareholders’ meeting in October 2022 a proposal will be made
to make a distribution to the shareholders of €0.54 per share. The proposed
distribution will be a combination of a dividend and a capital decrease. The
proposed dividend will amount to €0.09 per share (16.7% of the total
distribution) and the proposed capital decrease will amount to €0.45 per share
(83.3% of the total distribution). The capital decrease will require a decision by
an extraordinary general shareholder’s meeting with a quorum and a special
majority.
Total distribution will amount to €19.636.364 and will consist of a dividend for
an amount of €3.272.727 euro and a capital reduction for an amount of
€16.363.637.
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16 Financial Assets
The evolution of the fair value (FV) of the investment portfolio over the period
is explained as follows:
Period ending at:
(€)
June 30, 2022
12 months
June 30, 2021
12 months
Opening balance 396,889,556 340,316,550
+ Investments 23,951,493 47,871,458
- Repayments for investments (15,552,131) (4,302,333)
+/- Unrealised gains and losses 10,059,386 12,457,202
+/- Other 88,299 546,679
Closing Balance* 415,436,602 396,889,556
Net unrealised gains/losses recorded through P&L
over the period
10,059,386 12,457,202
* Including shareholder loans for a nominal amount outstanding of: €88,278,088 (30/06/2022) en €96,310,366
(30/06/2021).
As of June 30, 2022, the FV of the portfolio was €415,436,602.
During the past financial year, €23,951,493 was invested in new and existing
participations: Storm, Zelfstroom, Sunroof, Princess Beatrixlock, Datacenter
United, Garagepark and Réseau Abilis.
Over the past financial year, TINC received €15,552,131 in the context of
repayments of the invested capital of the following participations: Nobelwind,
Northwind, Solar Finance, Storm, Lowtide/Hightide, Via R4 Gent, Via A11, Project
Brabo I, Sunroof, Berlare Wind and L’Hourgnette.
The net unrealised increase in fair value of €10,059,386 over the past financial
year consists of €19,435,515 unrealised gains and €9,376,128 unrealised losses.
The remaining amount of €88,299 is an increase of the outstanding amount of
income from the portfolio that was already due at the end of the reporting
period but had not yet been received.
Fair Value Hierarchy
TINC applies the following hierarchy for determining and disclosing the fair
value of financial instruments, by valuation technique.
• Level 1: listed (unadjusted) prices in active markets for identical assets or
liabilities;
• Level 2: other methods in which all variables have a significant effect on
the calculated fair value and are observable, either directly or indirectly;
• Level 3: techniques using variables which have a significant effect on the
recorded fair value, but are not based on observable market data.
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Assets valued at fair value
June 30, 2022
Level 1 Level 2 Level 3 Total
Investment Portfolio - - 415,436,602 415,436,602
June 30, 2021
Level 1 Level 2 Level 3 Total
Investment Portfolio - - 396,889,556 396,889,556
All participations of TINC are considered level 3 in the fair value hierarchy.
All participations in level 3, except for Social Housing Ireland, Garagepark and
Zelfstroom, are valued using a discounted cash flow methodology whereby
future cash flows which are expected to be received by TINC from its
participations are discounted at a market discount rate. This valuation
technique has been consistently applied to every investment. In case
Social Housing Ireland, Garagepark and Zelfstroom, the transaction value
is considered as fair value.
Projected future cash flows to TINC from each participation are generated
through detailed project-specific financial models, including long-term
projections of gross revenues, operating expenses, debt service obligations
and taxes. The expected cash flows to TINC are often sustainable as the gross
revenues within the participations are often based on long term contracts,
a regulated environment or a strategic position of the infrastructure. The
expected cash flows to TINC are partially based on management estimation,
relating to both general assumptions applied across all participations and to
specific assumptions applicable for a single participation or a limited group
of participations.
Classification of investments
TINC defines the following classes of investments:
• Public Infrastructure (Equity/SHL), including the following participations:
A15 Maasvlakte-Vaanplein, Brabo I, Social Housing Ireland, Via R4 Ghent,
L’Hourgnette, Princess Beatrix Lock and Via A11.
• Energy Infrastructure (Equity/SHL), Within this segment, a distinction is
made between investments in equity and investments in loans. Among the
investments in equity are the following participations: Storm, Berlare Wind,
Kroningswind, Lowtide, Solar Finance, Windpark Kreekraksluis, Storm
Ireland, Sunroof and Zelfstroom. In addition, TINC invests via loans
in Northwind and Nobelwind.
• Digital Infrastructure (Equity/SHL), including the following participations:
Datacenter United and GlasDraad.
• Selective Real Estate (Equity/SHL), including the following participations:
Bioversneller, DHV, Eemplein, Réseau Abilis and Garagepark.
Significant estimates and judgments
Revenues in Public Infrastructure participations are availability based.
Revenues in Energy Infrastructure participations are based on production,
applicable support regimes and electricity prices in the market. Loans to
Energy companies, with production-based revenues, are less impacted by
variations in revenues as there is an equity buffer. Revenues in Digital
Infrastructure and Selective Real Estate participations are mainly demand
driven including a specific business plan for each participation. These are
further elaborated in the chapters on the segments.
For Public Infrastructure the effective project term is used, usually between
20 and 35 years. Upon expiration of the project term, the infrastructure reverts
to the concession grantor(s)/public partner(s).
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For Energy Infrastructure participations typically a life span of 20 to 25 years is
assumed. This corresponds to the average term of the usage rights regarding
the land on which the infrastructure is erected and/or the technical life span
of the installations. Upon expiration of the term, the infrastructure is removed
or reverts to the landowner(s).
For the Digital Infrastructure and Selective Real Estate related participations,
an infrastructure-specific term is applied in each case. For the valuation, a
residual life of at least 15 years is used, whereby no, or only limited, residual
value is considered at the end of the life.
Input relating to valuation of investments
The fair value measurement of the participations of TINC is based on the
following key significant 'unobservable inputs' at portfolio level:
• Expected future cash flows generated by the participations within the
portfolio;
• Discount rate applied to expected future cash flows.
Cash Flows
The expected future cash receipts to be received by TINC are cash flows from
each of the participations to TINC after payment of all operating costs and
debt obligations on the underlying participations. Debt obligations are
typically committed for the entire term of the underlying infrastructure
without refinancing risk. The interest on the debt obligations is typically fixed,
via hedging, for the entire term of the financing, in order to avoid that future
cash flows for TINC would be affected by rising interest rates.
The different types of investments generate cash receipts over different time
periods and thus reflect the typical life of the underlying infrastructure.
Participations in Public Infrastructure have a lifespan in between 20 and 35
years old. The strong increase in expected end-of-life cash receipts is the result
of restrictions imposed by the providers of loan capital, as a result of which
cash distributions from the participations to the shareholders are
subordinated to all other cash flows within the participations. After repayment
of the debt financing, the available liquid assets accrue in full to the
shareholders.
Participations in Energy Infrastructure typically have a life from 20 to 25 years,
which explains the declining trend in cash flows from 2033 onwards (see
chart), as from that moment some participations will come to the end of their
assumed life span.
Participations in Digital Infrastructure and Selective Real Estate have a life of at
least 15 years. Debt terms are shorter than the life of the underlying
infrastructure.
Over the past fiscal year, TINC received €35,848,472 of cash flows in the form of
dividends, interest, fees and capital repayments. These cash flows underpin
TINC's distribution policy.
TINC's portfolio has a positive inflation correlation of approximately 0.4x.
This means that the portfolio's return increases by about 0.4 percentage
points when applying an inflation rate that is 1 percentage point higher than
the base inflation assumption used for valuation purposes.
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Projected future cash flows Public Infrastructure and Energy
Infrastructure
The following charts provide an indicative overview of the sum of the cash
flows that TINC expects to receive from the segments Public Infrastructure
and Energy Infrastructure over the expected lifetime of the participations,
calculated on June 30, 2022 and June 30, 2021. The charts do not include
outstanding contractual investment commitments to existing participations
and to contracted new participations, nor any other possible new additional
investments.
Indicative annual cash receipts per type of infrastructure (in million EUR) on 30/06/22
JAARREKENING
INDICATIEVE JAARLIJKSE KAS-ONTVANGSTEN PER SOORT INFRASTRUCTUUR
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Publieke Infrastructuur Energie Infrastructuur
Public Infrastructure Energy Infrastructure
2022
2021
JAARREKENING
INDICATIEVE JAARLIJKSE KAS-ONTVANGSTEN PER SOORT INFRASTRUCTUUR
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Publieke Infrastructuur Energie Infrastructuur
Public Infrastructure Energy Infrastructure
2022
2021
Indicative annual cash receipts per type of infrastructure (in million EUR) on 30/06/21
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Projected future cash flows from each participation are generated through
detailed project-specific financial models. The expected cash flows are based
on long term contracts, a regulated environment and/or a strategic position.
The following assumptions are used, amongst others:
Assumptions with respect to Public Infrastructure (including loans),
Energy Infrastructure, Digital Infrastructure and Selective Real Estate
• Where revenues are based on long-term contracts, the agreed figures in the
contracts are used. Otherwise, historical figures, trends and management
best estimates are used;
• Inflation taken into account for the evolution of the inflation-related income
and costs of TINC and the participations within the portfolio, where relevant,
is assumed to be equal to 4% for the financial year 2022-2023, and 2,0%
afterwards;
• Operational costs (e.g. maintenance) are (mainly) underpinned by long-term
contracts with third parties;
• Interest rates on bank loans of participations are (substantially) hedged for
the expected lifetime of the infrastructure.
Assumptions with respect to Energy Infrastructure
• Estimated future production of Energy participations (wind and solar) starts
from assumptions regarding the Full Load Hours (FLH, in MWh/MW)
translated in a probability scale. The estimated future production figures
of each participation are based on with respect to the expected amount of
wind and solar.
At June 30, 2022, this results in an FLH of 2,584 MWh/MW (compared to
2,584 MWh/MW at June 30, 2021) for the entire energy portfolio, calculated as
an average of the estimated future production weighted by the production
capacity of each energy participation. The estimated future production of
2,584 MWh/MW is in line with a P50 probability scenario from wind and
irradiation studies at portfolio level.
The P50 production probability scenario corresponds to a production
estimate (depending on future irradiation and wind speed) which has a
50% probability of realisation. For onshore wind park participations, the
estimated long term wind speeds at 100 meter above ground range from
5.6 m/s to 6.6 m/s, depending on site location. For participations in solar
energy this estimate corresponds to the average irradiation of 1,222 kWh/m²;
• Future electricity prices are based on the terms stipulated in different power
purchase agreements (PPA’s), on estimations of management based on
future market prices, as far as available, and on estimations of wholesale
prices based on projections of leading advisors.
The charts below represent the projected electricity prices calculated on an
average basis, weighted by production capacity at portfolio level, as used as
assumptions in the valuation of June 30, 2022 and June 30, 2021.
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Furthermore a balancing discount of 20% is taken into account, higher than
the 15% applied before, because of the evolution observed in the market. The
balancing discount is a discount deducted from the market electricity price
by the buyer of electricity generated from renewable energy. This discount
reflects the uncertain wind and irradiation levels at any given time and
therefore the uncertain volume of electricity generated at any time. The buyer
has to ensure that the electricity network is balanced at all times, which has
a cost.
In addition to the sale price of the electricity produced, producers of renewable
energy can rely on support mechanisms in Flanders, the Netherlands and
Ireland. These support mechanisms comprise green certificates (Flanders),
revenues from the SDE support regimes (the Netherlands) or a guaranteed
REFIT-price (Ireland):
• In Flanders, support mechanisms allow producers of renewable energy to
earn green certificates based on produced electricity. Each MWh produced
gives right to one or a fraction of one green certificate, depending on the
specific support mechanism related to the renewable energy production
installation. In some cases, a fraction of a green certificate per MWh
produced is received depending on the market electricity prices. The green
certificates can be traded in the market or sold to a grid operator for a
guaranteed minimum price for a period of 10, 15 or 20 years, depending
on the support mechanism.
• For solar participations in Flanders the price levels of green certificates range
from €230 to €450 per green certificate depending on the year of
construction of the installation. For the installations within TINC’s
participations a projected average price of €305 is used, weighted by
capacity and the remaining lifetime of the installations. For onshore wind
participations in Belgium the price levels of green certificates range from
€90 to €93 per green certificate with a weighted average of €92 weighted
on capacity.
JAARREKENING
GEWOGEN GEMIDDELDE ELECTRICITEITSPRIJS
0
40
20
60
80
100
140
120
22 23 24 25 26 27 28 29 30 31 32 33 34 4235 36 37 38 39 40 41
Projection June, 2021
Projection June, 2022
€/MWh
Weighted average energy price
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• In the Netherlands, support mechanisms allow producers of renewable
energy to be supported by the ‘Subsidie Duurzame Energie’ (Grant for
Renewable Energy) or ‘SDE’, allocated by the Dutch State for a period of
15 years. For each MWh of electricity produced a grant is received from the
Dutch State, up to a certain maximum production level. The amount per
MWh produced is variable per year and determined based on a minimum
market electricity price. SDE-support to Dutch onshore windfarms amounts
to maximum €71 MWh for 28,160 full load hours (FLH) per year during a
15-year period.
• In Ireland, support mechanisms support allows producers of renewable
energy to be supported by a system based on an guaranteed price by the
Irish government or ‘Renewable Energy Feed-in Tariff (REFIT)’-price per
produced MWh for a period of 15 years as from commissioning of the
installations. The REFIT-price for onshore windfarms currently amounts to
approximately €73 per MWh and is indexed annually based on the index of
consumer prices in Ireland. Produced electricity is sold in the market. If the
sales price in the market is lower than the REFIT-price, the government pays
to the producer the difference between the sales price and the REFIT-price.
This ensures the producer to receive the projected price.
Discount rate
The discount rate is used to discount the expected future cash flows in order to
calculate the fair value of the participations. This discount rate reflects the risk
inherent in the investment vehicle, the investment interest, the stage in the
infrastructure life cycle and other relevant risk factors. In determining the
discount rate, recent transactions between market participants can provide
an indication of market conformity.
On June 30, 2022, the weighted average discount rate of the portfolio is 7.81%
(7.59% on June 30, 2021).
Interest in quality infrastructure in the market remains high, which is why
discount rates in general have not increased despite increased market interest
rates. The applicable discount rate for participations in solar power projects
in Flanders was increased following the Flemish Government's legislative
initiative to significantly reduce support measures for well-defined solar power
installations. Depending on whether this initiative becomes final law and,
if applicable, on the exact implementation modalities, positive or negative
valuation adjustments can be made to the relevant shareholdings (Solar
Finance, Lowtide and Sunroof). At the end of the fiscal year, the fair value of
these participations amounts to €20,595,342.
Period ending at: June 30, 2022 June 30, 2021
Public Infrastructure 7.00% 7.00%
Energy Infrastructure 8.35% 7.29%
Digital Infrastructure 8.68% 8.69%
Selective Real Estate 7.57% 8.02%
Weigthed average discount rate 7.81% 7.59%
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Fair Value (FV) of investments
The table below sets out the fair value (FV) of the portfolio broken down by infrastructure type on June 30, 2022 and June 30, 2021.
FV per 30/06/2022
(€)
Public
Infrastructure
Energy
Infrastructure
Digital
Infrastructure
Selective
Real Estate Total
Equity investments (*) 133,043,372 109,668,448 86,580,633 78,696,298 407,988,752
Weighted average discount rate 7.00% 8.41% 8.68% 7.57% 7.82%
Investments in loans - 7,447,851 - - 7,447,851
Weighted average discount rate - 6.87% - - 6.87%
Fair value with changes processed through profit
and loss
133,043,372 117,116,299 86,580,633 78,696,298 415,436,602
Weighted average discount rate 7.00% 8.35% 8.68% 7.57% 7.81%
* Including shareholder loans for a nominal amount
outstanding of:
67,066,840 18,902,934 338,750 1,969,563 88,278,088
Loans for a nominal outstanding amount of: - 7,349,587 - - -
FV per 30/06/2021
(€)
Public
Infrastructure
Energy
Infrastructure
Digital
Infrastructure
Selective
Real Estate Total
Equity investments (*) 131,966,105 108,595,381 76,434,215 71,464,397 316,995,701
Weighted average discount rate 7.00% 7.30% 8.69% 8.02% 7.48%
Investments in loans - 8,429,457 - - 8,429,457
Weighted average discount rate - 6.88% - - 6.88%
Fair value with changes processed through profit
and loss
131,966,105 117,024,839 76,434,215 71,464,397 396,889,556
Weighted average discount rate 7.00% 7.29% 8.69% 8.02% 7.59%
* Including shareholder loans for a nominal amount
outstanding of:
70,134,867 24,912,425 13,750 1,849,324 96,910,366
Loans for a nominal outstanding amount of: - 8,318,092 - - -
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121 TINC Annual Report 2021-2022
Evolution of the fair value of the portfolio
The tables below set out the evolution of the fair value of the portfolio during the reporting period broken down by infrastructure type and
investment instrument:
Evolution FV (30/06/2022)
(€)
Public
Infrastructure
Energy
Infrastructure
Digital
Infrastructure
Selective
Real Estate Total
Equity investments
Opening balance (30/06/2021) 131,966,105 108,595,381 76,434,215 71,464,397 388,460,098
+ Investments* 500,000 13,988,992 5,200,001 4,262,500 23,951,493
- Repayments (2,981,476) (11,665,316) (50,000) - (14,696,792)
+/- Unrealised gains and losses 3,928,629 (1,376,718) 4,671,415 2,849,161 10,072,487
+/- Other (369,885) 126,109 325,000 120,241 201,465
Closing balance (30/06/2022) 133,043,372 109,668,448 86,580,631 78,696,300 407,988,751
Investments in loans
Opening balance (30/06/2021) - 8,429,458 - - 8,429,458
+ Investments* - - - - -
- Repayments - (855,339) - - (855,339)
+/- Unrealised gains and losses - (13,102) - - (13,102)
+/- Other - (113,166) - - (113,166)
Closing balance (30/06/2022) - 7,447,851 - - 7,447,851
Portfolio
Opening balance (30/06/2021) 131,966,105 117,024,839 76,434,215 71,464,397 396,889,556
+ Investments* 500,000 13,988,992 5,200,001 4,262,500 23,951,493
- Repayments (2,981,476) (12,520,655) (50,000) - (15,552,131)
+/- Unrealised gains and losses 3,928,629 (1,389,820) 4,671,415 2,849,161 10,059,386
+/- Other (369,885) 12,942 325,000 120,241 88,299
Closing balance (30/06/2022) 133,043,372 117,116,299 86,580,631 78,696,300 415,436,602
* Investements in equity: including shareholder loans.
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Evolution FV (30/06/2021)
(€)
Public
Infrastructure
Energy
Infrastructure
Digital
Infrastructure
Selective
Real Estate Total
Equity investments
Opening balance (30/06/2020) 123,627,805 93,174,095 51,652,613 62,613,708 331,068,221
+ Investments* 3,570,000 15,570,561 20,293,397 8,437,500 47,871,458
- Repayments (591,461) (2,855,533) - - (3,446,994)
+/- Unrealised gains and losses 4,943,103 2,635,304 4,485,705 406,198 12,470,309
+/- Other 416,659 70,955 2,500 6,992 497,105
Closing balance (30/06/2021) 131,966,105 108,595,381 76,434,215 71,464,397 388,460,098
Investments in loans
Opening balance (30/06/2020) - 9,248,330 - - 9,248,330
+ Investments* - - - - -
- Repayments - (855,339) - - (855,339)
+/- Unrealised gains and losses - (13,102) - - (13,102)
+/- Other - 49,568 - - 49,568
Closing balance (30/06/2021) - 8,429,457 - - 8,429,457
Portfolio
Opening balance (30/06/2020) 123,627,805 102,422,424 51,652,613 62,613,708 340,316,550
+ Investments* 3,570,000 15,570,561 20,293,397 8,437,500 47,871,458
- Repayments (591,461) (3,710,872) - - (4,302,333)
+/- Unrealised gains and losses 4,943,103 2,622,202 4,485,705 406,198 12,457,202
+/- Other 416,659 120,523 2,500 6,992 546,679
Closing balance (30/06/2021) 131,966,105 117,024,839 76,434,215 71,464,397 396,889,556
* Investements in equity: including shareholder loans.
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During the past financial year, TINC invested a total amount of €23,951,493, and
this in new and existing participations (Storm, Zelfstroom, Sunroof, Princess
Beatrixlock, Datacenter United, Garagepark and Réseau Abilis). Over the same
period, TINC received repayments from its participations (Nobelwind,
Northwind, Solar Finance, Storm, Lowtide/Hightide, Via R4 Gent, Via A11, Project
Brabo I, Sunroof, Berlare Wind and L’Hourgnette) for an amount of €15,552,131.
The fair value of the portfolio has increased by €18,547,046 to €415,436,602,
an increase of 4.67% compared to June 30, 2021. This increase is the result of
investments for an amount of €23,951,493 on the one hand and repayments for
an amount of €15,552,131 on the other hand. The portfolio also increased
in value for an amount of €10,059,386. The increase of the item ‘Other’ by
€88,299 relates to an increase in the income due at the end of the reporting
period that has not yet been received at that time.
Sensitivity on assumptions at portfolio level
The following chart and table show the sensitivity of the fair value of the
portfolio to changes in power prices, energy production, inflation and discount
rate. This analysis provides an indication of the sensitivity of the fair value to a
single parameter, all other parameters remaining equal. No combined
sensitivities are shown.
JAARREKENING
SENSITIVITEIT TEGENOVER ASSUMPTIES OP PORTEFEUILLENIVEAU
Energy Production
-/+ 5%
Value in €
(10,983,049)
(3,946,544) 12,371,251
7,761,850 (7,149,232)
(17,662,050)
380
390 410
400 420 430 440 450
19,076,436
11,037,850
Energy Prices
-/+ 10%
Inflation
-/+ 0.5%
Discount Rate
+/- 0.5%
415,436,602
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Sensitivity FV 30/06/2022
Public
Infrastructure
Energy
Infrastructure
Digital
Infrastructure
Selective
Real Estate Total
Discount Rate
Discount rate: -0.5% ▲ 7,267,326 ▲ 3,250,167 ▲ 4,391,230 ▲ 4,167,714 ▲ 19,076,437
Discount rate: +0.5% ▼ 6,687,110 ▼ 3,050,594 ▼ 4,054,837 ▼ 3,869,508 ▼ 17,662,049
Inflation
Inflation: -0.5% ▼ 480,741 ▲ 2,687,284 ▼ 5,628,979 ▼ 3,726,794 ▼ 7,149,231
Inflation: +0.5% ▲ 528,236 ▼ 2,857,472 ▲ 6,079,837 ▲ 4,011,251 ▲ 7,761,851
Energy Prices
Energy Prices: -10% - ▼ 3,946,543 - - ▼ 3,946,543
Energy Prices: +10% - ▲ 12,371,252 - - ▲ 12,371,252
Energy Production
Energy Production: -5% - ▼ 10,983,048 - - ▼ 10,983,048
Energy Production: +5% - ▲ 11,037,851 - - ▲ 11,037,851
Additional information regarding subordinated loans in the investment portfolio
Situation as per June 30, 2022 (€)
Duration <1 year 1 - 5 year > 5 year Total
6,088,337 17,504,139 72,035,198 95,627,675
Applied interest rate Variable rate Fixed rate Total
- 95,627,675 95,627,675
Average interest rate 8.58% 8.58%
Situation as per June 30, 2021 (€)
Duration <1 year 1 - 5 year > 5 year Total
5,092,980 18,087,252 82,159,592 105,339,824
Applied interest rate Variable rate Fixed rate Total
- 105,339,824 105,339,824
Average interest rate 8.63% 8.63%
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The subordinated loans outstanding on June 30, 2022 have fixed interest rates
and consist of a combination of shareholder loans and loans (not linked to
equity).
The interest payments and principal repayments of the subordinated loans
are subject to restrictions in the senior loan contracts. Interests are paid
periodically. If the available cash flows from the participations are not
sufficient, then the agreements foresee a payment in kind (roll up).
Shareholder loans are typically flexible with respect to the principal
repayments, but all shareholder loans must be repaid before the expected
end of the operational life of the infrastructure. The loans, which are no
shareholder loans, are repaid by applying a fixed repayment schedule. If the
available cash flows from the participations are not sufficient, then overdue
repayments need to be repaid as soon as possible. The agreed maturity date
of a loan is typically several years prior to the expected operational life of the
infrastructure in the company that has issued the loan.
17 Trade receivables
Period ending at:
(€) Notes
June 30, 2022
12 months
June 30, 2021
12 months
Trade receivables 3,885 18,500
Tax receivable, other than income tax 287,425 361,981
Other receivables 52,205 46,243
TOTAL 2 343,515 426,724
The trade receivables for the financial year ending on June 30, 2022 amount to
€343,515.
18 Cash and deposits
Period ending at:
(€) Notes
June 30, 2022
12 months
June 30, 2021
12 months
Short term bank deposits 14,334,511 34,894,555
Cash 34,101,296 25,362,302
TOTAL 2, 4 48,435,807 60,256,857
Bank balances and deposits comprise all cash, freely withdrawable, held
in cash or on bank deposit. During the past financial year, the cash position
decreased by €11,821,050 as a result of €18,909,091 distribution to the
shareholders, €23,951,493 cash outflow due to investing activities and
€4,898,631 cash outflow due to operating costs. These outgoing cash flows
are partly compensated by €15,552,131 incoming cash flows as a result of
repayments from the participations and €20,386,034 incoming cash flows
in the form of dividends, interests and fees from the participations.
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19 Statutory Capital and reserves
Number Amount
Statutory capital and reserves June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021
Shares authorised 36,363,637 36,363,637 151,814,227 168,177,863
Shares issued and fully paid at the beginning of the period 36,363,637 36,363,637 168,177,863 184,905,136
Change - - -16,363,637 -16,727,273
Shares issued and fully paid at the end of the period 36,363,637 36,363,637 151,814,227 168,177,863
On June 30, 2022, the number of fully paid shares was 36,363,637. There were
no changes compared to the previous financial year. The decrease in
outstanding capital of 16,363,637 is the result of the capital reduction as part
of the distribution during the past financial year.
20 Trade and other liabilities
At June 30, 2022 the trade and other liabilities amounted to €718,351. The main
contributor is the remuneration to TINC Manager of €647,775.
21 Information per share
Period ending at:
(€) Notes
June 30, 2022
12 months
June 30, 2021
12 months
Number of outstanding shares 36,363,637 36,363,637
Net Asset Value (NAV) 463,624,416 457,863,119
NAV per share* 12.75 12.59
Fair Value (FV) 415,436,602 396,889,556
FV per share* 11.42 10.91
Net cash 48,435,807 60,256,857
Net cash per share* 1.33 1.66
Deferred taxes 410,430 1,162,879
Deferred taxes per share* 0.01 0.03
Other amounts receivable & payable -671,463 -446,173
Other amounts receivable & payable per share* -0.02 -0.01
Net profit/Profit 24,973,512 31,071,376
Net profit per share** 0.69 0.85
* Based on total outstanding share at the end of the period.
** Calculated on the basis of the weighted average number of ordinary shares.
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The deferred taxes on the IFRS balance sheet decreased from €1.162.879 to
€410,430, being a net decrease of €752,449. The decrease of deferred taxes is
the result of BGAAP amortizations of certain capitalised costs (e.g. related to
capital increases), and the use of the outstanding tax losses carried forward.
22 Off-balance sheet items
Period ending at: June 30, 2022 June 30, 2021
1. Cash commitments to portfolio companies 55,360,411 17,036,505
2. Cash commitments to contracted participations 7,944,195 7,944,195
Total 63,304,606 24,980,700
1. Cash commitments equity 63,304,606 24,980,700
2. Cash commitments shareholder loans - -
3. Cash commitments loans - -
TOTAL 63,304,606 24,980,700
Commitments of TINC with regard to its existing participations (GlasDraad,
Social Housing Ireland, Datacenter United, Kroningswind, Storm, Garagepark
and Zelfstroom) and related financing obligations of TINC will be invested in
accordance with the contractual provisions. The total amount of commitments
increased during the reporting period, and is the result of new or additional
investment commitments with regard to Storm, Garagepark and Zelfstroom.
TINC's commitments for contracted participations and the related financing
obligations will be invested in accordance with the future acquisition of new
additional participations already contracted (notably Social Housing Ireland).
On June 30, 2022, the total amount of investment commitments amounts to
€63,304,606, composed of €63,304,606 equity and €0 shareholder loans.
23 Objectives for hedging financial risks and policy
Introduction
In the execution of its activities as an investment company, TINC is subject
to risks both at the level of TINC itself as at the level of the participations it
invests in.
Within the framework developed by the Supervisory Board, at the proposal
of the Management Board and upon advice of the Audit Committee, for risk
management, internal control and compliance with laws and regulations, the
Management Board is responsible for risk management. Risks are managed
through a process of continuous identification, assessment, evaluation and
mitigation. At least once a year, the Executive Council reports to the
Supervisory Board on the general and financial risks and the management
and control systems.
The following main risks can be distinguished.
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At the level of the participations
The participations in which TINC invests are susceptible to a greater or lesser
extent to inter alia financial, operational, regulatory and commercial risks.
Financial risks
With regard to financial risks, the participations are subject inter alia to credit
risk in respect of the counterparties from whom they expect to receive their
income. In many cases, the counterparty is the government or government-
affiliated party (PPP, energy-subsidy schemes) or a company of considerable
size. This has the effect of limiting the risk.
Liquidity risk, particularly the non-availability of cash requirements, and
interest rate risk, with cash flows to TINC being affected by higher interest
expense due to rising interest rates, are offset by recourse to longer-term
financing as much as possible (amongst others via hedging strategies).
Foreign currency risk does not exist today in the participations since all
revenue and financial liabilities are denominated in euros.
Regulatory risks or governement intervention
Regulatory changes regarding support measures, or tax or legal treatment
of (investments in) infrastructure may adversely affect the results of the
participations, with a knock-on effect on their cash flows to TINC.
A significant portion of the participations operate in regulated environments
(e.g. energy infrastructure, public - private partnerships and care) and benefit
from support measures (e.g. green certificates). Infrastructure is also subject
to specific health, safety and other regulations and environmental rules.
At the level of TINC
Strategic risk
INC's objective is to create value by investing in infrastructure companies that
generate cash flows for TINC. In doing so, TINC depends on the ability of its
participations to realise the expected cash flows and effectively distribute
them to TINC. Macroeconomic and economic conditions, changing regulations
and political developments can all restrict or obstruct this ability. TINC carefully
monitors the general economic situation and market trends in order to assess
the earnings impact in a timely fashion and take preventive measures where
possible. A further diversification, in terms of geography, subsectors and
revenue models, of its participations should prevent TINC's becoming over-
dependent on changes of the policy and legal framework or economic factors
in one particular region, sector or business.
For new participations, TINC is dependent on the availability of investment
opportunities in the market at sufficiently attractive conditions. The risk exists
of an insufficient quantity of such opportunities or of existing opportunities
being insufficiently diversified.
Liquidity risk
TINC has entered into contractual financial commitments with a number of
existing and future participations. These take the form of commitments to
invest further in existing participations, and also agreements to acquire new
participations at a later date. There is a certain liquidity risk.
TINC tailors its funding to its outstanding financial commitments. Future
investments can be financed by issuing new shares and/or a credit facility
(or a combination of both) giving TINC the ability to respond flexibly to
investment opportunities.
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Technical risks
It is not impossible that infrastructure, once operational, can become defective
and not (fully) available. Although this responsibility for this is placed largely on
the parties that the participations have used for building and maintaining the
infrastructure, it can happen that these parties fail to solve certain technical
problems for technical, organizational or financial reasons. In this case the
results of the participations can be adversely affected.
Commercial risks
The investment portfolio contains participations whose earnings models are
dependent on demand of users or persons in need of care or which are subject
to changes in pricing (e.g. electricity prices).
Should demand for (and therefore revenue from) these companies' services
fall below current expectations, this would negatively affect the cash flows and
the valuation of these investment.
Risks related to development and realisation
Investing in the development of infrastructure involves additional risks. In
infrastructure under development, TINC usually has to provide funding in the
early development phase, while the cash flows derived from the infrastructure
only starts at a later time once the infrastructure is operational. Associated
risks include potential cost overruns and delays in completion (many of which
are often caused by factors not directly under the control of TINC),
development costs incurred for design and research, without guarantee that
development will reach completion.
When TINC considers investing in infrastructure development, it will make
certain estimates of the economic, market and other conditions, including
estimates of the (potential) value of the infrastructure. These estimates could
turn out to be incorrect, with adverse consequences for the business, financial
condition, operating results and outlook for the infrastructure.
Healthcare institutions such as specialized residential care facilities for persons
with special needs are associated with specific risks. Non-renewal, suspension
or withdrawal of current licenses is possible. Furthermore, charged rates are
regulated, so unfavorable change in the social and reimbursement policy rate
could have a negative impact on the results.
The participations are subject to different tax laws. TINC structures and
manages its business activities based on current tax legislation and
accounting practices and standards.
An amendment, tightening or stricter enforcement of those regulations may
have an impact on revenue, cause additional capital expenditure or operating
costs, thereby affecting the results, the cash flows to TINC and return.
Operational risks
The biggest operational risk is that of the infrastructure being unavailable/
only partially available, or not (fully) produced. To prevent this, participations
rely on suppliers and subcontractors that are carefully selected based on, inter
alia, their experience, the quality of already delivered work, and solvency. TINC
is also careful where possible to work with a sufficient number of different
counterparties, to avoid risk concentration and over-reliance. Furthermore,
where possible, the necessary insurance is taken out to cover, for example,
business interruptions.
In addition, there is a risk of difficulties in the healthcare sector with respect to
the maintenance of an appropriate level of quality of service and the
recruitment and retention of competent care staff, which could have an
adverse effect on the image and development prospects of the core facility or
the cost structure.
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COVID-19 health crisis
The COVID-19 health crisis may negatively affect infrastructure investment.
Infrastructure under development and realization may experience delays,
temporary work stoppages and/or increased costs, because of measures
imposed in the battle against COVID-19 and because of changed availability of
third parties and materials. Where appropriate, the profitability and valuation
of the infrastructure may be adversely affected.
Infrastructure is usually realised by making use of debt financing. The COVID-
19 health crisis may adversely affect the availability and cost of debt financing,
resulting in higher costs and lower returns.
Operational infrastructure should be maintained well to function optimally.
To this end, agreements are concluded with all kinds of maintenance parties,
subcontractors and suppliers, which often also include maintenance
guarantees. COVID-19, and measures imposed in the fight against it, may limit
or render impossible the proper execution of these agreements, or may result
in counterparties no longer being able to meet their (financial) obligations,
with the possible unavailability of the infrastructure or cost increases as a
consequence.
Measures imposed in the battle against COVID-19 can negatively influence the
demand for infrastructure services with a demand-driven revenue model for a
short or longer term, resulting in lower revenues and higher costs. The price
users are willing to pay for these services may also be negatively impacted,
resulting in lower revenues.
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24 Related parties
Amounts owed by related parties
(€) Subsidiaries Associates Other related parties Total
June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021
I. Financial Assets 58,409,641 65,403,492 29,868,447 31,506,874 7,447,851 8,429,458 95,725,938 105,339,824
1. Financial assets - subordinated loans 57,072,645 64,316,392 29,665,160 31,081,188 7,214,177 8,082,617 93,951,981 103,480,197
2. Financial assets - subordinated loans - ST 1,185,015 1,055,358 203,287 425,686 233,674 346,840 1,621,977 1,827,885
3. Financial assets - other 151,981 31,742 - - - - 151,981 31,742
II. Amounts owed to related parties - - - - - - - -
1. Financial Liabilities - - - - - - - -
2. Trade and Other Payables - - - - - - - -
III. Transactions with related parties 13,124,766 17,809,047 6,413,812 4,996,963 4,953,589 4,880,909 24,492,167 27,686,918
1. Management Compensation TDP - - - - 3,548,052 3,393,281 3,548,052 3,393,281
2. Management Compensation TINC Manager - - - - 647,775 818,225 647,775 818,225
3. Dividends, Interests and Fees 13,124,766 17,809,047 6,413,812 4,996,963 757,762 669,403 20,296,340 23,475,412
25 Events after reporting date
After the end of the financial year, TINC sold its stake in Bioversneller, realizing
a return of 2,5 times its original investment and a capital gain of €4.04 million
compared to the fair value of the portfolio at the end of the financial year. The
cash position of TINC amounts to circa €65 on the date of publication of this
annual report.
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Independent auditor’s report to the general
meeting of TINC NV for the year ended
30 June 2022
As required by law and the Company’s articles of association, we report to you
as statutory auditor of TINC NV (the “Company”) and its subsidiaries (together
the “Group”). This report includes our opinion on the consolidated balance
sheet as at 30 June 2022, the consolidated statement of comprehensive
income, the consolidated statement of changes in equity and the consolidated
statements of cash flows for the year ended 30 June 2022 and the disclosures
(all elements together the “Consolidated Financial Statements”) as well as our
report on other legal and regulatory requirements. These two reports are
considered one report and are inseparable.
We have been appointed as statutory auditor by the shareholders’ meeting of
21 October 2020, in accordance with the proposition by the Board of Directors
following recommendation of the Audit Committee. Our mandate expires at
the shareholders’ meeting that will deliberate on the Consolidated Financial
Statements for the year ending 30 June 2023. We performed the audit of the
Consolidated Financial Statements of the Group during 8 consecutive years.
Report on the audit of the Consolidated Financial Statements
Unqualified opinion
We have audited the Consolidated Financial Statements of TINC NV, that
comprise of the consolidated balance sheet on 30 June 2022, the consolidated
statement of comprehensive income, the consolidated statement of changes
in equity and the consolidated statements of cash flows of the year ended on
30 June 2022 and the disclosures, which show a consolidated balance sheet
total of €464.639.394 and of which the consolidated income statement shows
a profit for the year of €24.973.512.
In our opinion, the Consolidated Financial Statements give a true and fair view
of the consolidated net equity and financial position as at 30 June 2022, and of
its consolidated results for the year then ended, prepared in accordance with
the International Financial Reporting Standards as adopted by the European
Union (“IFRS”) and with applicable legal and regulatory requirements in
Belgium.
Basis for the unqualified opinion
We conducted our audit in accordance with International Standards on
Auditing (“ISAs”) applicable in Belgium. In addition, we have applied the
ISA's approved by the International Auditing and Assurance Standards Board
(“IAASB”) that apply at the current year-end date and have not yet been
approved at national level. Our responsibilities under those standards are
further described in the “Our responsibilities for the audit of the Consolidated
Financial Statements” section of our report.
We have complied with all ethical requirements that are relevant to our audit
of the Consolidated Financial Statements in Belgium, including those with
respect to independence.
We have obtained from the Board of Directors and the officials of the
Company the explanations and information necessary for the performance of
our audit and we believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were
of most significance in our audit of the Consolidated Financial Statements
of the current reporting period.
These matters were addressed in the context of our audit of the Consolidated
Financial Statements as a whole and in forming our opinion thereon, and
consequently we do not provide a separate opinion on these matters.
Independent auditor’s report
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Responsibilities of the Board of Directors for the preparation
of the Consolidated Financial Statements
The Board of Directors is responsible for the preparation of the Consolidated
Financial Statements that give a true and fair view in accordance with IFRS
and with applicable legal and regulatory requirements in Belgium and for
such internal controls relevant to the preparation of the Consolidated Financial
Statements that are free from material misstatement, whether due to fraud or
error.
As part of the preparation of Consolidated Financial Statements, the Board of
Directors is responsible for assessing the Company’s ability to continue as a
going concern, and provide, if applicable, information on matters impacting
going concern, The Board of Directors should prepare the financial statements
using the going concern basis of accounting, unless the Board of Directors
either intends to liquidate the Company or to cease business operations, or has
no realistic alternative but to do so.
Our responsibilities for the audit of the Consolidated Financial
Statements
Our objectives are to obtain reasonable assurance whether the Consolidated
Financial Statements are free from material misstatement, whether due to
fraud or error, and to express an opinion on these Consolidated Financial
Statements based on our audit. Reasonable assurance is a high level of
assurance, but not a guarantee that an audit conducted in accordance with
the ISAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and considered material if,
individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these
Consolidated Financial Statements.
In performing our audit, we comply with the legal, regulatory and normative
framework that applies to the audit of the Consolidated Financial Statements
in Belgium. However, a statutory audit does not provide assurance about the
Valuation of the investment portfolio
Description of the key audit matter
The Company invests in different investments, which are valued at fair value in
the consolidated balance sheet under the heading “Investments at fair value
through profit and loss”. These represent 89% of the consolidated balance
sheet. Due to the absence of direct observable market data, these investments
are valued through methods using unobservable inputs, which can have a
significant effect on the fair value. These unobservable inputs are also partly
based on assumptions as well as estimates made by the management. This is
a key audit matter because the use of a different valuation method and/or
changes to the underlying assumptions could lead to significant deviations in
the fair value.
Summary of the procedures performed
We performed additional procedures on areas with an increased risk of
subjectivity and high level of estimation in the valuation process. These
procedures included, amongst others:
• the involvement of internal valuation specialists in order to assess:
– the reasonableness of the assumptions and estimates applied by
management, such as the applied discount rate, which is highly dependent
on the type of activity and the industry of the investment, and other
assumptions like the expected inflation rate and the expected tax rate;
– the compliance of the valuation models applied by management with the
“International Private Equity and Valuation guidelines” and with IFRS;
• a discussion of the underlying projections and estimates with management
and directors as well as a comparison of the projections and estimates of the
previous accounting year;
• a comparison of the forecasted results as per the valuation exercise of the
previous year with the actual results of the underlying investments, and
• an assessment of the contents and completeness of the disclosures provided
in note 16 “Financial fixed assets” of the Consolidated Financial Statements
with the requirements of IFRS 7 “Financial Instruments: Disclosures” and
IFRS 13 “Fair value measurement”.
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evidence obtained up to the date of the auditor’s report. However, future
events or conditions may cause the Company to cease to continue as a
going-concern;
• evaluating the overall presentation, structure and content of the
Consolidated Financial Statements, and evaluating whether the
Consolidated Financial Statements reflect a true and fair view of the
underlying transactions and events.
We communicate with the Audit Committee within the Board of Directors
regarding, among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies in internal
control that we identify during our audit.
Because we are ultimately responsible for the opinion, we are also responsible
for directing, supervising and performing the audits of the subsidiaries. In this
respect we have determined the nature and extent of the audit procedures to
be carried out for group entities.
We provide the Audit Committee within the Board of Directors with a
statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and
other matters that may reasonably be thought to bear on our independence,
and where applicable, related safeguards.
From the matters communicated with the Audit Committee within the Board
of Directors, we determine those matters that were of most significance in the
audit of the Consolidated Financial Statements of the current period and are
therefore the key audit matters. We describe these matters in our report,
unless the law or regulations prohibit this.
future viability of the Company and the Group, nor about the efficiency or
effectiveness with which the board of directors has taken or will undertake the
Company's and the Group’s business operations. Our responsibilities with
regards to the going concern assumption used by the board of directors are
described below.
As part of an audit in accordance with ISAs, we exercise professional judgment
and we maintain professional skepticism throughout the audit. We also
perform the following tasks:
• identification and assessment of the risks of material misstatement of the
Consolidated Financial Statements, whether due to fraud or error, the
planning and execution of audit procedures to respond to these risks and
obtain audit evidence which is sufficient and appropriate to provide a basis
for our opinion. The risk of not detecting material misstatements resulting
from fraud is higher than when such misstatements result from errors,
since fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control;
• obtaining insight in the system of internal controls that are relevant for the
audit and with the objective to design audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on
the effectiveness of the Company’s internal control;
• evaluating the selected and applied accounting policies, and evaluating the
reasonability of the accounting estimates and related disclosures made by
the Board of Directors as well as the underlying information given by the
Board of Directors;
• conclude on the appropriateness of the Board of Directors’ use of the going-
concern basis of accounting, and based on the audit evidence obtained,
whether or not a material uncertainty exists related to events or conditions
that may cast significant doubt on the Company’s or Group’s ability to
continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s report to the related
disclosures in the Consolidated Financial Statements or, if such disclosures
are inadequate, to modify our opinion. Our conclusions are based on audit
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135 TINC Annual Report 2021-2022
Independence matters
Our audit firm and our network have not performed any services that are not
compatible with the audit of the Consolidated Financial Statements and have
remained independent of the Company during the course of our mandate.
The fees related to additional services which are compatible with the audit of
the as referred to in article 3:65 of the Code of companies and associations
were duly itemized and valued in the notes to the Consolidated Financial
Statements.
European single electronic format (“ESEF”)
In accordance with the standard on the verification of the conformity of the
financial statements with the European uniform electronic format (hereinafter
"ESEF"), we have carried out the verification of the compliance of the ESEF
format with the regulatory technical standards laid down by the European
Delegated Regulation No 2019/815 of 17 December 2018 (hereinafter:
"Delegated Regulation").
The governing body is responsible for preparing, in accordance with the ESEF
requirements, the consolidated financial statements in the form of an
electronic file in ESEF format (hereinafter "the digital consolidated financial
statements") included in the annual financial report available on the FSMA
portal (https://www.fsma.be/nl/data-portal).
It is our responsibility to obtain sufficient and appropriate supporting
information to conclude that the format and marking language of the digital
consolidated financial statements comply in all material respects with the
ESEF requirements under the Delegated Regulation.
Report on other legal and regulatory requirements
Responsibilities of the Board of Directors
The Board of Directors is responsible for the preparation and the content of the
Board of Directors’ report on the Consolidated Financial Statements, and other
information included in the annual report.
Responsibilities of the auditor
In the context of our mandate and in accordance with the additional standard
to the ISAs applicable in Belgium, it is our responsibility to verify, in all material
respects, the Board of Directors’ report on the Consolidated Financial
Statements, and other information included in the annual report, as well as to
report on these matters.
Aspects relating to Board of Directors’ report and other information
included in the annual report
In our opinion, after carrying out specific procedures on the Board of Directors’
report, the Board of Directors’ report is consistent with the Consolidated
Financial Statements and has been prepared in accordance with article 3:32 of
the Code of companies and associations.
In the context of our audit of the Consolidated Financial Statements, we are
also responsible to consider whether, based on the information that we
became aware of during the performance of our audit, the Board of Directors’
report and other information included in the annual report, being:
• Chapter "Results 2021-2022"
• Chapter "Corporate governance statement"
contain any material inconsistencies or contains information that is inaccurate
or otherwise misleading. In light of the work performed, there are no material
inconsistencies to be reported.
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136 TINC Annual Report 2021-2022
Based on the work carried out by us, we believe that the format and marking
of information in TINC's digital consolidated financial statements as of
30June2022 included in the annual financial report available on the FSMA
portal (https://www.fsma.be/nl/data-portal) are in all material respects in
accordance with the ESEF requirements under the Delegated Regulation.
Other communications.
• This report is consistent with our supplementary declaration to the Audit
Committee as specified in article 11 of the regulation (EU) nr. 537/2014.
Antwerpen, 6 September 2022
EY Bedrijfsrevisoren BV
Statutory auditor
Represented by
Ronald Van den Ecker *
Partner
*Acting on behalf of a BV
23RVE0068
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137 TINC Annual Report 2021-2022
Income statement
Period ending at:
(€)
June 30, 2022
12 months
June 30, 2021
12 months
Income 20,580,238 24,222,457
Income from financial fixed assets 19,862,411 23,500,762
Dividend income 11,239,840 14,555,026
Interest income 8,622,572 8,945,736
Income from current assets 195,803 200,721
Other financial income 218 21
Turnover 521,806 520,953
Other operating income - -
Write-back of write-downs on Financial fixed assets - -
Capital gains on the disposal of Financial fixed assets - -
Expenses (6,429,286) (6,257,839)
Other financial expenses (175,887) (90,375)
Services and other goods (4,709,641) (4,406,974)
Other operating expenses (144,455) (85,778)
Depriciations and write-downs on formation expenses, IFA and TFA (1,216,161) (1,442,745)
Write downs on - -
  Financial xed assets - -
Tax Expense (183,141) (231,967)
Profit/loss for the financial year 14,150,952 17,964,618
Abridged statutory Financial Statements
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138 TINC Annual Report 2021-2022
Balance sheet
Period ending at:
(€)
June 30, 2022
12 months
June 30, 2021
12 months
FIXED ASSETS 339,687,565 335,126,486
Intangible assets 1,654,832 2,868,587
Affiliated enterprises 287,434,396 267,175,856
Shares 213,827,605 199,459,447
Amounts receivable 73,606,791 67,716,410
Enterprises linked by participating interests
43,482,370 57,110,738
Shares 30,351,357 29,429,567
Amounts receivable 13,131,013 27,681,170
Other financial fixed assets 7,115,966 7,971,305
Shares 53 53
Amounts receivable 7,115,913 7,971,252
CURRENT ASSETS 50,553,280 62,543,207
Amounts receivable within one year 1,880,978 2,059,711
Trade debtors 57,095 69,290
Other amounts receivable 1,823,883 1,990,421
Cash Investments 14,334,511 34,894,555
Cash at bank and in hand 34,101,296 25,362,302
Deferred charges and accrued income 236,494 226,640
TOTAL ASSETS 390,240,845 397,669,693
Period ending at:
(€)
June 30, 2022
12 months
June 30, 2021
12 months
EQUITY 389,225,867 393,984,005
Capital 151,814,227 168,177,863
Share premium account 174,688,537 174,688,537
Reserves 42,723,103 5,663,835
Profit carried forward 20,000,000 45,453,771
LIABILITIES 1,014,978 3,685,688
Financial debts - -
Trade debtors 718,351 877,342
Suppliers 718,351 877,342
Taxes, payroll and related obligations 264,559 -
Taxes 264,559 -
Dividend current period - -
Other debt 32,069 2,808,346
TOTAL LIABILITIES 390,240,845 397,669,693
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139 TINC Annual Report 2021-2022
Management annual report concerning
the statutory Financial Statements
The Statutory Director, TINC Manager NV, hereby reports
on the activities of TINC NV with regards to the statutory
Financial Statements of the financial year (July 1, 2021 –
June 30, 2022).
Capital
The subscribed capital at the end of the financial year amounts to
€151,814,226.56 and has been fully paid up.
Principal risks and uncertainties
We refer to the consolidated annual report of the Statutory Director.
Subsequent events
We refer to the consolidated annual report of the Statutory Director.
Information regarding circumstances which could influence the development
of the Company
On the day of writing there are no specific circumstances which could impact
the development of the company in a meaningful way.
Information on research and development
The Company is not involved in any research nor development activities.
Branch offices
The Company does not have any branch offices.
Information regarding the use of financial instruments to by the company the
extent meaningful for judging its assets, liabilities, financial position and results
The Company does not utilise any financial instruments for the purpose of
controlling risks (hedging) in any way which could impact its actives, passives,
financial position and result.
Independence and expertise in the fields or accounting and audit of at least
one member of the Audit Committee
We refer to the consolidated annual report of the Statutory Director.
Corporate governance statement and remuneration report
We refer to the consolidated annual report of the Statutory Director.
Information required pursuant to article 34 of the Belgian Royal Decree
of November 14, 2007 and the law of April 6, 2010
We refer to the consolidated annual report of the Statutory Director.
Article 7:115 and article 7:116 Code of Companies and Associations
We refer to the consolidated annual report of the Statutory Director.
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140 TINC Annual Report 2021-2022
Discharge
According to the law and the articles of association the shareholders will be
requested to grant discharge to the Statutory Director and the statutory
auditor for the performance of their duties during the financial year 2021-2022.
This report shall be filed in accordance with the relevant legal provisions and is
available at the registered office of the Company.
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141 TINC Annual Report 2021-2022
abbreviation explanation
€000 / €k In thousands of euros
€m In millions of euros
BGAAP Belgian generally accepted accounting principles
CEO Chief Executive Officer
CFO Chief Financial Officer
CLO Chief Legal Officer
DBFM(O) Design, Build, Finance, Maintain and (Operate)
DSRA Debt Service Reserve Account
ESG Environmental, Social and Governance
EV Shareholders' equity
FV Fair value of the portfolio according to IFRS
FY Financial year
Weighted average
contractual life
Maturity of DBFM contracts weighted by fair value
Weighted average debt
maturity
Maturity of debts against third parties (excluding
shareholder loans) of the participations at the end of
the previous financial year, weighted on the basis of
the amount of outstanding debts against third parties
(excluding shareholder loans) in each participation at
the end of the previous financial year pro rata to TINC's
interest (in %) in that participation
abbreviation explanation
Weighted average debt ratio
(%)
Total net debt to third parties (excluding shareholder
loans) at the end of the previous financial year divided
by fair value plus total net debt to third parties
(excluding shareholder loans) at the end of the
previous financial year, weighted by fair value.
IFRS International Financial Reporting Standards
IPO Initial Public Offering
Cost ratio Total operating expenses during the period divided
by the Net Asset Value (NAV) at the end of the period
MW Megawatt
MWh Megawatt hour
NAV Equity of TINC according to IFRS
PPP Public-private partnership
Gross return on equity (NAV) Distributed distribution per share during the past
financial year plus growth NAV over the past financial
year divided by NAV at the beginning of the past
financial year
Gross return on distribution
compared to share price
Proposed distribution per share divided by the share
price at the end of the previous financial year
Portfolio return Portfolio return for the past financial year divided
by the fair value at the beginning of the past
financial year
Glossary
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142 TINC Annual Report 2021-2022
We declare that, to our knowledge:
1) The Annual Financial Statements, prepared in accordance with the
applicable accounting standards, give a true and fair view of the equity,
financial situation and results of TINC;
2) The Annual Report gives a true and far view of the development and the
results of TINC and of its position, as well as a description of the main risks
and uncertainties to which TINC is exposed.
On behalf of the Company
Supervisory Board of TINC Manager
Statutory Director
Philip Maeyaert Kathleen Defreyn Elvira Haezendonck Helga Van Peer
Kristof Vande Capelle Marc Vercruysse Peter Vermeiren Katja Willems
Statement of the Statutory Director
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143 TINC Annual Report 2021-2022
Publication details
Responsible publisher
TINC NV
Karel Oomsstraat 37
2018 Antwerp
Belgium
T +32 3 290 21 73
Investor.relations@tincinvest.com
www.tincinvest.com
Concept, editing and coördination
www.cfreport.com
Homepage of reporting entity
https://www.tincinvest.com/nl-be/
the-infrastructure-company/
LEI code of reporting entity 5493008FE9JCTSEEPD19
Name of reporting entity or other means of
identification
TINC
Domicile of entity Belgium
Legal form of entity NV
Country of incorporation Belgium
Address of entity’s registered office Karel Oomsstraat 37, 2018 Antwerpen
Principal place of business Belgium – the Netherlands – Ireland
Description of nature of entity’s operations
and principal activities
Investment company
Name of parent entity TDP NV
Name of ultimate parent of group TDP NV
Explanation of change in name of reporting
entity or other means of identification from
end of preceding reporting period
No change
Foreword ActivitiesTrendsTINC at a glance Financial StatementsSustainability
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