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Asian Energy Impact Trust plc
(formerly ThomasLloyd Energy Impact Trust plc)
2022 Annual Report and Accounts
For the period from 1 November 2021 to 31 December 2022
01
2022
Annual Report & Accounts |
OVERVIEW
Contents
Overview
Page
About the Company
2
2022 Performance Highlights
3
Investment Portfolio
4
Strategic Report
Chair’s Statement
5
Our Operating Model
8
Objectives and KPIs
10
Investment Strategy and Policy
11
Timeline of Key Events since IPO
13
Post Period Updates
14
Investments
16
Portfolio Breakdown
18
Portfolio Performance
19
Portfolio Valuation
20
Financial Review
25
Impact Report
27
Risk and Risk Management
35
Task Force on Climate-Related Financial Disclosures
42
Stakeholder Engagement
46
Non-financial Information Statement
49
Governance
Board of Directors
50
Directors’ Report
52
Corporate Governance Report
57
Audit and Risk Committee Report
63
ESG Committee Report
69
Management Engagement Committee Report
70
Nomination Committee Report
72
Directors’ Remuneration Report
74
Statement of Directors’ Responsibilities
77
Independent Auditor’s Report
78
Financial Statements
Statement of Comprehensive Income
86
Statement of Financial Position
87
Statement of Changes in Equity
88
Statement of Cash Flows
89
Notes to the Financial Statements
90
Other information
Alternative Performance Measures
110
SFDR Principle Adverse Impacts Statement
112
SFDR Periodic Disclosure
115
Glossary
120
Company Information
122
02
Asian Energy Impact Trust plc |
Annual Report 2022
Asian Energy Impact Trust plc (“AEIT” or the “Company”, formerly ThomasLloyd Energy Impact Trust plc) is a closed-ended investment company
incorporated in England and Wales. The Company’s ordinary shares were admitted to the premium listing segment of the Official List of the Financial
Conduct Authority and to trading on the main market of the London Stock Exchange on 14 December 2021.
The Company has a triple return investment objective which consists of: (i) providing shareholders with attractive dividend growth and prospects for
long-term capital appreciation (the financial return); (ii) protecting natural resources and the environment (the environmental return); and (iii) delivering
economic and social progress, helping build resilient communities and supporting purposeful activity (the social return).
The Company seeks to achieve its investment objective by investing in a diversified portfolio of unlisted sustainable energy infrastructure assets in
the areas of renewable energy power generation, transmission infrastructure, energy storage and sustainable fuel production (“Sustainable Energy
Infrastructure Assets”), with a geographic focus on fast-growing and emerging economies in Asia.
The Board is undertaking a strategic review of the options for the Company's future, which is expected to be
concluded by the end of the first quarter of 2024. At the date of this Annual Report, based on the information
currently available, the most likely outcomes of the strategic review are a proposal for either the relaunch of
the Company, potentially with a new investment objective, investment policy, target returns and/or Investment
Manager but maintaining the impact-led, Asian focus, or a managed wind-down and subsequent winding-up of
the Company. The outcome of the strategic review will be subject to shareholder approval.
This Annual Report and the Company’s website may contain certain ‘forward-looking statements’ with respect to the Company’s financial condition, results of its operations and
business, and certain plans, strategies, objectives, goals and expectations with respect to these items and the markets in which the Company invests. Forward-looking statements
are sometimes, but not always, identified by their use of a date in the future or such words as ‘aims’, ‘anticipates’, ‘believes’, ‘estimates’, ‘expects’, ‘intends’, ‘targets’, ‘objective’,
‘could’, ‘may’, ‘should’, ‘will’ or ‘would’ or, in each case, their negative or other variations or comparable terminology. Forward-looking statements are not guarantees of future
performance. By their very nature forward-looking statements are inherently unpredictable, speculative and involve risk and uncertainty because they relate to events and depend
on circumstances that will occur in the future. Many of these assumptions, risks and uncertainties relate to factors that are beyond the Company’s ability to control or estimate
precisely. There are a number of such factors that could cause the Company’s actual investment performance, results of operations, financial condition, liquidity, dividend policy
and financing strategy to differ materially from those expressed or implied by these forward-looking statements. These factors include, but are not limited to: changes in the
economies and markets in which the Company operates; changes in the legal, regulatory and competition frameworks in which the Company operates; changes in the markets
from which the Company raises finance; the impact of legal or other proceedings against or which affect the Company; changes in accounting practices and interpretation of
accounting standards under IFRS; and changes in power prices and interest, exchange and discount rates. Any forward-looking statements made in this Annual Report or the
Company’s website, or made subsequently, which are attributable to the Company, or persons acting on its behalf (including the Investment Manager), are expressly qualified
in their entirety by the factors referred to above. Each forward-looking statement speaks only as of the date it is made. Except as required by its legal or statutory obligations,
the Company does not intend to update any forward-looking statements. Nothing in this Annual Report or the Company’s website should be construed as a profit forecast or an
invitation to deal in the securities of the Company.
About the Company
03
2022
Annual Report & Accounts |
OVERVIEW
1
Calculated on the basis of 175,684,705 ordinary shares in issue.
2
GAV a measure of the value of the assets of the Company, being the sum of all investments held in the investment portfolio at the balance sheet date together with any cash and cash equivalents.
3
An alternative performance measure (“APM”). Definitions of APMs together with how these measures have been calculated can be found on pages 110 and 111.
4
Total dividends declared in relation to the period from IPO to 31 December 2022.
5
Adjusted GAV is GAV plus proportionate share of asset level debt.
6
The value of the Company’s operational portfolio excluding construction assets.
7
Group debt and non-Group investment debt (calculated on a proportionate basis) as a % of Adjusted GAV.
8
These metrics have been proportioned to account for AEIT’s share of the SolarArise and NISPI assets during the reporting period.
2022 Performance Highlights
As at 31 December 2022
Capital raised to date
US$180.9m
Net asset value (“NAV”)
US$86.6m
Gross asset value (“GAV”)
2 3
US$127.3m
NAV per share
1
3
49.3 cents
NAV total return per share since
IPO
3
¹
(49.2)%
Dividend per share
4
2.5 cents
Fair value of investment
portfolio
US$11.5m
Cash held at AEIT
US$115.8m
Adjusted gross asset value
(“Adjusted GAV”)
3 5
US$173.3m
Net operational asset value
3 6
US$23.5m
Gearing ratio
3 7
27%
Market capitalisation
3
US$207.3m
Renewable energy generated
in the period
85,199 MWh
Total installed capacity
132 MW
Estimated tonnes of carbon
avoided from generated electricity
62,770 tCO
2
e
Jobs supported (full time
equivalents)
148
Investments qualifying as
sustainable (EU Taxonomy)
100%
GHG intensity of investee
companies tCO
2
e/USDm
35.9
Financial
Impact
8
Asian Energy Impact Trust plc |
Annual Report 2022
04
Plant or site
Technology
Country
Revenue type
Total
renewable
energy
generating
capacity on
a 100% basis
(MWp)
Total
renewable
energy
generating
capacity based
on economic
share
(MWp)
Average
remaining
life of asset
modelled
(years)
Economic
ownership
Economic
ownership -
committed
NISPI
80
32
Islasol IA
Solar
Philippines
Wholesale
electricity market
18
7
18.5
40%
40%
Islasol IB
Solar
Philippines
Wholesale
electricity market
14
6
18.5
40%
40%
Islasol II
Solar
Philippines
Wholesale
electricity market
48
19
18.5
40%
40%
SolarArise
9
433
186
Telangana I
Solar
India
25 year fixed
price PPA
12
5
18.5
43%
100%
Telangana II
Solar
India
25 year fixed
price PPA
12
5
18.5
43%
100%
Karnataka I
Solar
India
25 year fixed
price PPA
40
17
19.5
43%
100%
Karnataka II
Solar
India
25 year fixed
price PPA
27
12
20.0
43%
100%
Maharashtra
Solar
India
25 year fixed
price PPA
67
29
21.5
43%
100%
Uttar Pradesh
Solar
India
25 year fixed
price PPA
75
32
23.0
43%
100%
Total operating generating capacity
233
100
Madhya Pradesh
10
Solar
India
25 year fixed
price PPA
200
86
n/a
43%
100%
Total ‘ready to build’ generating
capacity
200
86
VSS
11
6
0
Mo Cay
Solar
Vietnam
20 year PPA
2
n/a
17.0
n/a
99.8%
Hoang Thong
Solar
Vietnam
20 year PPA
4
n/a
17.0
n/a
99.8%
Total generating capacity including
committed assets
319
132
Total ‘ready to build’ capacity
200
86
Investment Portfolio
As at 31 December 2022
9
Represents the acquisition of the 43% economic interest in SolarArise, completed on 19 August 2022, and the remaining 57% economic interest, committed to be acquired on 20 June 2022,
and which completed on 13 January 2023.
10
A construction-ready project (the “RUMS project”). As at 31 December 2022 the project was not proceedable. Post the period end, a decision has been taken to proceed and it is expected
to commission before 31 March 2024.
11
A committed acquisition at 31 December 2022, which completed on 31 May 2023.
2022
Annual Report & Accounts |
STRATEGIC REPORT
05
With thanks to shareholders for their patience, I present the Annual Report
for Asian Energy Impact Trust plc (formerly ThomasLloyd Energy Impact Trust
plc) for the period ended 31 December 2022, our first Annual Report since
IPO in December 2021.
For much of the period, the Board was encouraged by the Company's
progress:
the Company’s IPO was achieved despite an extremely challenging
fundraising environment;
a few days later, we completed the acquisition of our first seed asset, a
40% economic interest in Negros Island Solar Power Inc (“NISPI”), the 80
MW Philippines investment platform with three operating solar plants;
category 5 Typhoon Rai struck the Philippines almost simultaneously
with completion of the NISPI acquisition and, although damage across
the Philippines was significant, NISPI’s solar plants proved resilient and
were undamaged;
although completion of our other seed asset, a 43% economic interest
in SolarArise India Projects Private Limited (“SolarArise”), an Indian
investment platform with six operating solar plants (233 MW) and one
construction-ready solar plant (200 MW), did not occur until August
2022, the delay enabled us to secure changes to the acquisition terms,
including a reduction in the acquisition price and a 16% increase in the
price at which the consideration shares were issued, thereby reducing
the number of consideration shares issued;
in June 2022 we committed to acquire the remaining 57% economic
interest in SolarArise;
in November 2022, the Company expanded its activities, making its first
investment in Vietnam and entering into a strategic partnership providing
the Company with right of first refusal on additional Vietnamese
investment opportunities;
in November 2022, we also increased the size of the Company through a
further fund raise; and
we appeared to have a substantial, diversified pipeline of exciting new
investment opportunities.
Overall, the Company seemed to be making good progress in achieving its
triple return investment objective, including our impact objectives.
However, the pace of deployment of the net IPO proceeds was slower than
expected with less than 75% of the proceeds deployed within 12 months of
the IPO, triggering the requirement to propose a Continuation Resolution at
the 2023 Annual General Meeting.
Post the period end, we faced challenges with regard to receiving the
information we were seeking from the Investment Manager in connection
with the preparation of the 2022 annual report and financial statements.
In addition, the Audit and Risk Committee challenged key inputs into
the 31 December 2022 portfolio valuation proposed by the Investment
Manager, in particular with regard to the forward price curve being used
in the NISPI valuation and the valuation of the RUMS project, SolarArise’s
construction-ready asset. Matters came to a head in April 2023 when the
Investment Manager provided the Audit and Risk Committee with material
new information on the RUMS project, which brought into question its
commercial viability and the potential liabilities that would arise if the project
was abandoned. The resulting material uncertainty in the Company's financial
position led to the temporary suspension of the listing of, and trading in,
the Company shares on 25 April 2023. This was all against the backdrop
of substantial changes to the investment environment over the period.
London-listed renewable energy investment companies continue to trade at
material discounts to NAV and there was a more challenging macroeconomic
environment with high inflation, rising interest rates and later falling power
prices.
Events since the temporary share suspension have been well-documented
through our frequent shareholder updates, including the termination of
the appointment of our original Investment Manager and the appointment
of a new transitional Investment Manager with effect from 1 November
2023. The Board is encouraged by the Company’s progress following the
Transitional Investment Manager’s appointment and is pleased to report that
it has quickly established an open and robust working relationship with the
Transitional Investment Manager and the Board is now receiving the full and
timely information it expects from its Investment Manager.
The Board is bitterly disappointed that, after what seemed a very promising
start for the Company,
this promise has not been fulfilled, with the NAV per
share having fallen by approximately 50% since IPO, principally as a result
of a very substantial write down in the portfolio valuation. We regret the
shareholder experience over the past year and the actions taken by the Board
in response are detailed in this report.
In light of the significant delay in the publishing this Annual Report, events up
to the signing date are also presented and considered as post period events.
Impact
The Company was launched in response to investor interest in an impact led
investment trust focused solely on fast-growing emerging economies in Asia
where greenhouse gas emissions (“GHG”) continue to grow rapidly. At IPO,
the Company was the first, and it continues to be the only, London-listed
renewable energy investment company focused on Asia, being the region
with the most urgent need for investment in sustainable energy infrastructure
and where capital invested can have the greatest impact.
Our investment portfolio is constructed to address the climate change
mitigation priorities set out in our target countries’ Nationally Determined
Contributions under the Paris Agreement on Climate Change by avoiding
GHG emissions. Our investments also support those countries’ efforts to
achieve the United Nations Sustainable Development Goals (“UN SDGs”),
whilst having a positive impact in the communities around our assets.
The Company is classified as an Article 9 fund under the EU Sustainable
Finance Disclosure Regulation (“SFDR”) and will make a minimum of 95%
12
sustainable investments with an environmental objective under the EU
Taxonomy. I am pleased to report that 100%
13
of investments made to date
are aligned with the EU Taxonomy.
IPO and subsequent placing
On 14 December 2021, the Company's shares were listed in the premium
listing category of the FCA's Official List and admitted to trading on the
London Stock Exchange’s main market, raising gross cash proceeds of
US$115.4 million from a diversified institutional and retail investor base, as
well as the UK Government’s FCDO.
In the November 2022 placing, we raised US$35.3 million of additional capital
from both existing and new investors in support of a strong deployment
pipeline. When combined with IPO proceeds and the seed asset consideration
share capital issued, total capital raised to date is US$181 million.
Chair’s Statement
12
Excludes cash not yet invested.
13
This calculation excludes cash held by the Company.
Asian Energy Impact Trust plc |
Annual Report 2022
06
Investment activity
At the time of the IPO, we had committed to acquire interests in portfolios
of assets in India, being a 43% economic interest in SolarArise, and the
Philippines, being a 40% economic interest in NISPI, for a combination of new
ordinary shares to be issued by the Company and cash.
We completed the acquisition of the interest in NISPI, the 80 MW Philippines
investment platform with three operating solar plants, for a cash consideration
of US$25.4 million on 17 December 2021. NISPI’s solar plants export electricity
to the grid at the wholesale electricity spot market
(“WESM”) price.
SolarArise is a 433 MW Indian investment platform with six operating solar
plants totalling 233 MW and one construction-ready 200 MW solar plant. The
completion of the acquisition of the 43% economic interest in SolarArise was
for a consideration of US$30.2 million, settled through the issue of 26.0 million
ordinary shares at US$1.16035 per share. In addition, cash of US$2.7 million
was paid by SolarArise to the Indian tax authorities on behalf of the sellers.
Post the period end (on 13 January 2023), the acquisition of the remaining
57% of SolarArise was completed for a cash consideration of US$38.5 million
and, at the date of this Annual Report, the Company owns 100% of SolarArise
for a total consideration of US$71.4 million.
On 1 November 2022, the Company committed to acquire Viet Solar System
Company Limited (“VSS”), a privately-owned company which holds 6.12 MW
of rooftop solar assets for US$3.1 million. This acquisition completed on 31
May 2023 and represents a 99.8% interest in VSS.
As at 31 December 2022, the Company had invested, or had committed to
invest, US$99.9 million, 55% of total capital raised. Following the temporary
share suspension, the Board suspended acquisitions of, or commitments to,
new investments. The Board will not make any acquisitions or commitments
to new investments pending the outcome of the Board's strategic review of
the options for the Company's future.
Portfolio performance
Since acquisition, our proportion of generation from the investment portfolio
was 85,199 MWh, 17% below budget. Irradiance was 7% below expectations
and, therefore, excluding the impact of irradiance, performance was 10%
below expectations. NISPI generation was impacted by outages resulting
from Typhoon Rai (known as Typhoon Odette in the Philippines) in December
2022 and curtailment from damage to the Negros–Cebu subsea cable. The
curtailment was resolved in October 2022 after which the assets performed in
line with the weather-adjusted budget. In India, three of the solar plants were
impacted by a particularly heavy monsoon season, with one additional plant
experiencing poor on-site air quality, leading to lower generation. In relation
to the poor air quality, the Transitional Investment Manager is working with
the on-site asset managers to increase cleaning frequency of the panels to
improve generation, whilst also investigating the source and legality of the
cause of the increased pollution.
During the period, in May 2022, the construction of the 200 MW RUMS
project in Madhya Pradesh, India, which was originally scheduled for
completion in the first half of 2023, was formally postponed due to a delay
in the infrastructure construction directed by the solar park owner. Post the
period end, the disclosure of economic unviability meant that the Board took
the decision not to continue with construction of the project as the resulting
liabilities from not proceeding were less than the negative value associated
with proceeding. More recently in October 2023, the Board revisited this
decision in light of an improved position presented by the Former Investment
Manager, following a substantial decline in solar module prices in May and
June 2023, and the Board has since decided to proceed with the project.
As this investment could have resulted in the portfolio breaching the single
country limit in the Company’s investment policy (50% of GAV), a change
to the investment policy was proposed and approved by shareholders in
October 2023. The RUMS project is expected to be commissioned before
31 March 2024, and, as a new source of renewable energy, will make a
significant contribution towards achieving our impact objectives. Further
information can be found on page 17.
Results
The NAV of the Company as at 31 December 2022 was US$86.6 million. Since
IPO, the NAV per share decreased from 98.0 cents to 49.3 cents, principally
as a result of a very substantial write down in the portfolio valuation at the
period end. Significant deficiencies in how assets have been valued historically
alongside overly aggressive assumption sets have materialised through the
preparation of the 31 December 2022 portfolio valuation. This is coupled with
less controllable movements in value due to FX depreciation and downwards
pressure on WESM pricing. Details on the portfolio valuation movements can
be found on page 20.
The Company had a cash balance of US$115.9 million at the period end, of
which US$41.6 million was committed to the acquisition of the 57% economic
interest in SolarArise and the 99.8% economic interest in VSS. At the same
date, the Company had no gearing and gearing on a 'look-through' basis to its
underlying investments was 27% of Adjusted GAV.
The Company made a loss for the period of US$88.8 million. This was largely
driven by the material decrease in the fair value of investments seen over the
period (as described further on page 25) and the recognition of a US$38.5
million onerous contract provision with respect to the 57% SolarArise
acquisition (see page 26 for details). The Company received no investment
income during the period.
The annualised ongoing charges ratio was 2.5% at the period end. In view
of the Company's substantially reduced size, we are reviewing, with the
Transitional Investment Manager, the Company’s cost base to assess where
it may be possible to make cost savings.
The Directors declared a fourth interim dividend of 1.18 cents per share which
was paid on 23 May 2023 to shareholders on the register at close of business
on 21 April 2023. In respect of the period under review, the Company paid
total dividends of 2.5 cents per share, equivalent to a 2.5% dividend yield
on the IPO price of US$1.00 per share. All dividends were paid out of the
Company’s distributable capital reserves. EBITDA from the Company’s
operational assets over the period, excluding the costs within the SolarArise
holding company,
was US$4.9 million
14
compared to the aggregate cost of
dividends paid to shareholders in respect of the period of US$4.0 million.
Post-period end developments
As mentioned earlier, the post-period end events which have had a very
significant impact on the Company have been well-documented through
our frequent updates to shareholders, so I am not repeating them in this
statement. However, a detailed summary including a full outline, of recent
events can be found on pages 14 and 15.
The Board and the Transitional Investment Manager have worked hard to
make meaningful improvements to the Company’s governance structure
across its portfolio companies and improve the transparency of information
provided to the Board.
Chair’s Statement
Continued
14
EBITDA generated from dates in which the underlying assets were owned, pro-rated for economic ownership.
2022
Annual Report & Accounts |
STRATEGIC REPORT
07
Chair’s Statement
Continued
In light of the poor operational performance, the Board has commissioned
an independent technical advisor to undertake full updated technical
due diligence across all assets in the portfolio and we expect to report the
outcome by the end of January 2024.
Upstreaming cash back to the UK from the underlying assets is problematic
under the current structures. A key priority for 2024 will be to undertake
capital restructurings to mitigate the current issues.
Despite the tumultuous times since the temporary share suspension, support
from the majority of our shareholders for the actions that the Board has
taken post the period end has continued to prevail and shareholders have
repeatedly indicated their support for the Company’s investment philosophy
of being an impact-led, renewables-focused investor in emerging Asian
markets. On behalf of the Board, I thank shareholders for their continued
support of the Board throughout the numerous General Meetings held
in 2023 and also for their levels of engagement with the Board since the
temporary share suspension.
Restoration of the listing
Following the announcement of the financial results for 2022 this Annual
Report needs to be appropriately electronically tagged in compliance with
DTR 4.1, before it can be uploaded to the NSM. Uploading to the NSM is a
necessary step before the Company may apply to the FCA for a restoration of
the listing. The Company is working on the electronic tagging of the Annual
Report, following which it will apply to the FCA for the restoration of the listing
and will make a further announcement in due course.
Status of strategic review
The strategic review of the options for the Company's future is reaching an
advanced stage. At the date of this Annual Report, based on the information
currently available, the most likely outcome of the strategic review remains
a proposal for either the relaunch of the Company (potentially with a new
investment objective, investment policy, target returns and/or Investment
Manager but maintaining the impact-led, Asian focus) or a managed wind-
down.
Having analysed with our advisers the initial proposals received for a
relaunch of the Company, the Board will be inviting a shorter list of potential
investment managers to submit final proposals. Any proposal to relaunch
the Company would need to offer a compelling investment proposition for
both existing and prospective investors to enable the Company to scale up its
size significantly over time as, at its current size, the Company will not have a
viable long-term future.
Any managed wind-down proposal would seek to achieve an optimal
balance between maximising shareholder value and timely return of cash
to shareholders, before a formal winding up once substantially all of the
Company's assets have been realised.
The Board will continue to consult shareholders at appropriate stages of the
strategic review and expects to conclude the strategic review by the end of
the first quarter of 2024. The Board does not intend to declare a dividend in
respect of the quarter ended 31 December 2023 prior to completion of the
strategic review.
Outlook
The financial results for 2022 are clearly very disappointing for the Board and
for shareholders. Despite the results, my Board colleagues and I continue
to firmly believe in the investment opportunity to deliver an impact-led
renewable energy investment strategy in the fast growing and emerging
markets in Asia and that the investment philosophy of the Company remains
sound:
Investing in sustainable energy solutions in emerging Asia can have a
far higher environmental impact than investing in renewable energy in
Europe and North America due to the higher carbon intensity.
Asia is home to more than half the world’s population and its GHG
emissions attributable to energy are predominantly being generated
from fossil fuels.
Demand for energy is rising faster in Asia than any other region with
population growth, urbanisation and rising standards of living and
consumption driving demand for energy.
The fastest-growing major power generation markets globally are in
emerging and developing Asia.
Investment in sustainable energy infrastructure also enables a substantial
social impact, by supporting direct job creation and catalysing economic
activity.
As an example, India is now ranked the sixth most attractive market for
renewable energy investment and deployment opportunities
15
and has the
fastest rate of renewable electricity growth of any major economy, with
solar leading the transition. Government policies, incentives and targets
continue to underpin the region as attractive for investment. In addition, the
private sector, commercial and industrial (C&I) companies in particular, are
increasingly turning to renewable PPAs as they seek lower-cost electricity
whilst reducing emissions. Storage technologies in this market are becoming
increasingly important to address intermittency.
Vietnam also offers an attractive market, and the focus is turning to offshore
wind where a production target of 7 GW by 2030 has been set, alongside the
onshore wind target of 16 GW, with the sector’s growth expected to reach 65
GW by 2045
16
.
Notwithstanding the investment opportunity, the future of the Company
will be determined by the outcome of the strategic review.
In particular,
a relaunch would rely heavily on shareholders continuing to support that
option and their willingness to participate, alongside new investors, in
future fundraising growth, without which the Company would not have a
viable long-term future. Having voted against the resolution to wind up the
Company at the general meeting held on 19 December 2023, shareholders
have provided the Board with the additional time needed to complete the
strategic review, which we will continue to work tirelessly to conclude at the
earliest opportunity.
Irrespective of the outcome of the strategic review, a key short-term priority
is to look for ways to recover value from existing investments and there are
opportunities for optimising value through more efficient structuring and
asset level improvement initiatives.
Sue Inglis
Chair
22 January 2024
15
Renewable Energy Country Attractiveness Index 61.
16
https://www.evwind.es/2023/03/17/vietnam-looks-to-offshore-wind-power-in-transition-to-renewable-energy/90797.
Asian Energy Impact Trust plc |
Annual Report 2022
08
AEIT was incorporated as a public company limited by shares and carries
on business as an investment trust within the meaning of section 1158
of the Corporation Tax Act 2010. The Company’s shares were admitted
to trading on the premium segment of the main market of the London
Stock Exchange on 14 December 2021.
The Company invests in Sustainable Energy Infrastructure Assets, with a
geographic focus on fast-growing and emerging economies in Asia. Assets
within the investment portfolio are held through locally incorporated
holding companies or special purpose vehicles (“SPVs”).
At 31 December 2022, the Company owned directly nine solar SPVs with
313 MW of operational capacity and one 200 MW construction-ready
asset (the “RUMS project”). Based on information now available as at
31 December 2022, the valuation of proceeding with the RUMS project
was estimated to be negative US$33.3 million based on 100% ownership,
whereas the liabilities associated with aborting the project were estimated
to be in the region of US$14.1-US$33.2 million, with the lower end
assuming 100% success in implementing a mitigation strategy. As such, as
at 31 December 2022, the least value destructive option for shareholders
was to abort the RUMS project. See page 17 for further information.
Subsequent to the period end, investments were made in Vietnam
through the Company’s UK intermediate holding company, AEIT Holdings
Limited (“AEIT Holdings”).
External debt financing is only at locally incorporated holding company or
SPV levels. As at 31 December 2022, this comprised outstanding principal
amounts of US$45.9 million
17
in the Indian solar portfolio, representing a
leverage ratio of 27%.
18
The Company has a 31 December financial year end and plans to
announce half-year results in September and full-year results in
March. The Company also announces quarterly NAVs as at 31 March
and 30 September in May and November respectively. The Company
currently pays dividends quarterly, targeting payments in March, June,
September and December each year.
The Company has an independent board of non-executive directors
and has appointed Adepa Asset Management S.A as its Alternative
Investment Fund Manager (“AIFM”) to provide portfolio and risk
management services to the Company. The AIFM has delegated the
provision of portfolio management services to the Investment Manager.
For the period from IPO to 31 October 2023, the Investment Manager
was ThomasLloyd Global Asset Management (Americas) LLC (the “Former
Investment Manager”). From 1 November 2023 Octopus Renewables
Limited, trading as Octopus Energy Generation (“OEGEN” or “Octopus
Energy Generation”), was appointed as a transitional Investment
Manager (the “Transitional Investment Manager”) for the Company
and assumed all day-to-day portfolio management responsibilities for
the Company from this date. OEGEN has been appointed for an initial
six-month term until 30 April 2024.
As an investment trust, the Company does not have any employees and is
reliant on third-party service providers for its operational requirements.
With the exception of NISPI which has employees from the third-party
asset manager, the SPVs do not have any direct employees and services
are provided through third-party providers. The AEIT Management
Engagement Committee (“MEC”) reviews the service levels and
performance of the Company’s key service providers at least annually,
as described in the ‘Management Engagement Committee Report’
section in the Governance Report on pages 70 to 71. In the period,
the MEC identified the top priorities for improving the performance of
the Former Investment Manager during 2023, included improving the
robustness of the Investment Manager’s internal processes, significantly
enhancing the quality, transparency and timeliness of management and
other information and continuing to add strength in depth to the teams
responsible for the Company. Post the period end, a decision was taken
to terminate the appointment of the Former Investment Manager and
Octopus Energy Generation was appointed as the Transitional Investment
Manager from 1 November 2023.
Our Operating Model
17
Pro-rated for 43% economic ownership.
18
See APM calculation on page 110.
2022
Annual Report & Accounts |
STRATEGIC REPORT
09
Figure 1: AEIT Operating Model and Group Structure
Asian Energy
Impact Trust Plc,
Listed on the LSE
Main Market
AEIT Holdings Ltd
Negros Island
Solar Power Inc.
SolarArise India
Projects Private Ltd**
VSS*
Portfolio
Investments Held
in SPVs
India SPVs
VSS SPVs
Debt Providers -
Asset Level Debt
Shareholders
Independent Board of Directors
AIFM:
Adepa Asset Management
Former Investment Manager:
ThomasLloyd Group
Transitional Investment Manager:
Octopus Energy Generation
Company Service Providers
Investment Portfolio Service
Providers
Brokers:
Shore Capital and Peel Hunt
Tax Advisors:
PwC
Independent Valuation Expert:
PwC
External asset managers
Operations & maintenance
(’O&M’) contractors
Engineering procurement and
construction (’EPC’) contractors
Technical advisors
Tax and structuring advisors
Local legal advisors
External auditors
* At 31 December 2022, the Company had committed to buying a 99.8% interest in VSS, a Vietnamese rooftop solar platform for US$3.1 million. This completed on 31 May 2023.
** In January 2023, the company completed its acquisition of the remaining 57% economic interest in SolarArise. On completion, the Company owns 100% of SolarArise.
Our Operating Model
Continued
Asian Energy Impact Trust plc |
Annual Report 2022
10
Objectives and KPIs
The Company has a triple return investment objective which consists of: (i) financial return; (ii) environmental return; and (iii) social return.
Objective
KPI
Performance commentary
Financial return
19
Target annual dividend yield (based on
the IPO price) of 2-3% for 2022, 5-6%
for 2023 and at least 7% for 2024, with
the aim of progressively increasing the
nominal target thereafter
Target 10-12% NAV total return per
annum (based on the IPO price)
once the investment portfolio is fully
operational on a fully invested and
geared basis
Over the medium term (from IPO),
target annual dividends fully covered
by EBITDA from the operational assets
that results from the MWh of clean
energy generated; in the short term,
the Directors may determine to pay
all or part of any dividend from capital
reserves
2.5 cents per share dividend paid in respect of the
period from IPO to 31 December 2022, equivalent
to a yield of 2.5% based on the IPO price
NAV per share of 49.3 cents at 31 December 2022,
a-49.2% return based on the opening post-IPO NAV
EBITDA from the Company’s operational assets
over the period, excluding the costs within the
SolarArise holding company, was US$4.9 million
20
compared to the aggregate cost of dividends paid
to shareholders in respect of the period of US$4.0
million.
85,199 MWh clean energy generated
Financial
performance
throughout
2022
was
disappointing.
The key contributors to the poor
performance was the slow deployment of the
net IPO proceeds and the material decline in the
Company’s investment portfolio valuation (for
details, see pages 20 to 24).
The Board have made some active changes to key
service providers during the course of 2023 and is
exploring ways to optimise value throughout the
investment portfolio and to reduce costs at the
Company level.
Environmental return
Protecting
natural
resources
and
the
environment
with
significant
greenhouse gas avoidance
62,770 tCO
2
e of GHG emissions avoided
21
132 MW installed operational capacity (AEIT’s share)
133 MW commitments to additional capacity
22
100% EU Taxonomy alignment
The 132 MW of installed capacity avoids GHG
emissions through the generation of clean energy.
The 62,770 tonnes of GHG emissions avoided is
equivalent to avoiding the amount of emissions
associated with 34,427 cars on the road in the UK
23
.
As at 31 December 2022, AEIT had commitments
to acquire an additional 57% of SolarArise and
an 99.8% interest in VSS. On completion of those
acquisitions in 2023, AEIT’s total operational
capacity to 271 MW (pro-rata share based on
ownership).
100%
of
investments
substantially
contribute
to climate change mitigation in line with the
EU Taxonomy criteria.
Social return
Delivering
economic
and
social
progress,
helping
build
resilient
communities
and
supporting
purposeful activity – aligned with the
UN Sustainable Development Goals
148 FTEs
Employment directly supported full time equivalent
jobs
24
4 SDGs contributed to
The portfolio provided social returns through
the creation and support of quality jobs. As at
31 December 2022, the portfolio directly supported
148 full time equivalent jobs, helping to ensure the
Just Transition.
Investments made purposeful contributions to
SDGs 7, 8, 13, 15
19
The Board is continuing undertaking a strategic review of the options for the Company’s future. The outcome of the strategic review
is likely to result in changes to the Company’s target financial
return. For further information on the strategic review, see page 7.
20
EBITDA generated from dates in which the underlying assets were owned, pro-rated for economic ownership.
21
Carbon avoided is calculated using the International Financial Institution’s approach for harmonised GHG accounting.
22
The construction-ready RUMS project has been excluded as this project was not proceedable as at 31 December 2022.
23
Equivalent cars is calculated using a factor for displaced cars derived from the UK government GHG Conversion Factors for Company Reporting.
24
Total FTE jobs supported as at 31 December 2022 through AEIT’s proportional share of the NISPI and SolarArise portfolios.
2022
Annual Report & Accounts |
STRATEGIC REPORT
11
The Company seeks to achieve its investment objecve by invesng
directly, predominantly via equity and equity-like instruments, in a
diversified porolio of unlisted sustainable energy infrastructure assets
in the areas of renewable energy power generaon, transmission
infrastructure,
energy
storage
and
sustainable
fuel
producon
(“Sustainable Energy Infrastructure Assets”), with a geographic focus on
the fast-growing and emerging economies in Asia.
The Company aims to adopt a socially and environmentally responsible
investment approach that is geared towards sustainable business
values and which reduces investment risk through diversificaon across
countries, sectors and technologies.
Investment r
estricons
The Investment Manager will ensure that the Company’s porolio
is diversified, so as to ensure a sufficient diversificaon of investment
risk, while also taking into account ESG criteria in making its investment
decisions.
The following specific investment restricons apply to the Company:
the Company will only invest in Sustainable Energy Infrastructure
Assets situated in the fast-growing and emerging countries in Asia;
in relaon to: (i) the Company’s investments in Sustainable
Energy Infrastructure Assets situated in any single country; (ii) the
Company’s investment in any single Sustainable Energy Infrastructure
Asset; and (iii) the Company’s investments in Sustainable Energy
Infrastructure Assets under contract with any single governmental
or quasi-governmental o
aker, the relevant investment restricon
will vary depending on the Company’s NAV, as follows:
% of Company’s GAV
Company’s NAV
Exposure to
single country
Exposure
to single
Sustainable
Energy
Infrastructure
Asset
Exposure
to single
governmental
or quasi-
governmental
offtaker
Up to and including
US$1 billion
50%
25%
25%
Above US$1 billion and
up to and including
US$3 billion
40%
20%
20%
Above US$3 billion
30%
15%
15%
due to the exceponal
circumstances of avoiding the greater value
destrucon associated with abandoning the project rather than
proceeding with construcon,
assessment of the single country limit
will exclude any funds invested in the RUMS p
roject up to compleon
of commissioning. The Company’s assessment of the single country
limit as set out in the table above will otherwise apply and, from
the point of making the decision to commit to construct the RUMS
project, no further Sustainable Energy Infrastructure Assets shall be
acquired, or
projects commied to, with exposure to India unl the
Company is in compliance with that limit;
the Company’s investments in Sustainable Energy Infrastructure
Assets under contract with any single private o
aker will not exceed
20% of GAV for investment grade o
akers and 10
% of GAV for
non-investment grade o
akers;
the Company will only invest in countries, which the Investment
Manager considers as having a stable polical system, a transparent
and enforceable legal system and which recognise the rights of
foreign investors;
the Company will only invest in operaonal assets, or in construcon
phase assets where: (i) an oake agreement has been entered into;
(ii) the land on which the Sustainable Energy Infrastructure Asset is
situated, is idenfied or contractually secured where appropriate;
and (iii) all relevant permits have been granted;
the Company will only invest in technologies, such as solar panels,
wind turbines, boilers and steam turbine generators, the commercial
use of which has already been proven;
the Company will only hold investments that are denominated in
currencies which are freely transferable;
the Company will not invest in other externally managed investment
companies or collecve investment schemes; and
the Company will not typically provide funding for development
or pre-construcon
projects and any such funding will, in any
event, not exceed 5% of the GAV in aggregate and 2.5% of GAV
per
development or pre-construcon project and would only be
undertaken when supported by customary security.
The
investment restricons and limits set out above will be measured at
the me of the relevant investment. These investment restricons and
limits apply to the Group
(comprising the Company and its proporonate
interest in investments, intermediate holding companies and project
SPVs) as a whole on a look-through basis. Where the Company holds its
interest in Sustainable Energy Infrastructure Assets through a project SPV,
the investment restricons and limits will apply directly to the underlying
Sustainable Energy Infrastructure Asset as if it was held directly by the
Company, save where the relevant project SPV is part of a co-obligor
group with other project SPVs in which case any co-obligor group will be
assessed on an aggregated basis as set out below under ‘Gearing’.
The Company will not be required to dispose of any investment or
to rebalance the investment p
orolio as a result of a change in the
respecve valuaons of its assets. However, in such circumstances, the
Investment Manager will take such steps as it considers appropriate to
enable the Company to comply with its investment restricons, unless
the Investment Manager reasonably believes that doing so would be
prejudicial to the interests of the Company and its shareholders as a
whole.
Gearing
Subject to the limits set out below, the Company will maintain gearing at
a level which the Directors and the Investment Manager consider to be
appropriate in order to enhance returns and to provide flexibility to make
investments and for cash management purposes.
Investment Strategy and Policy
25
25
The Board is continuing undertaking a strategic review of the options for the Company’s future, and it is expected that the
outcome of the strategic review
will result in changes to the Company’s
investment strategy and policy. For further information on the strategic review, see page 7.
Asian Energy Impact Trust plc |
Annual Report 2022
12
Investment Strategy and Policy
Continued
Gearing will not be employed at the level of the Company and will
generally be employed at the level of the relevant project SPV or
intermediate holding company. The level of long-term gearing to be
employed in relaon to any
project SPV or intermediate holding company
will be assessed so that it is commensurate with the terms of the oake
agreement for the underlying Sustainable Energy Infrastructure Asset.
Gearing, save for construcon projects where the guarantee of the
intermediate holding company is required, will generally be structured
as
non-recourse finance, typically at the level of the relevant
project
SPV or intermediate holding company, including but not limited to bank
borrowings, public bond issuance or private placement borrowings,
provided that aggregate borrowings across all project SPVs and
intermediate holding companies will not exceed 65% of the sum of: (i)
the Company’s GAV; (ii) the aggregate borrowings of the Company’s
intermediate holding companies; and (iii) the Company’s proporonate
share of borrowings at the level of its Sustainable Energy Infrastructure
Assets (the “Adjusted GAV”),
with the Company targeng below 50
% in
the medium term. This limit will be measured based on the Adjusted GAV
at the me any
project SPV or intermediate holding company enters into
the relevant facility.
Although co-obligor guarantee arrangements between mulple SPVs
will normally be avoided, any such arrangements will be considered as
bringing the SPVs concerned into a single asset and, therefore, subject
to the single Sustainable Energy Infrastructure Asset restricon referred
to in the table above at the me that such arrangement is entered into.
No financing arrangements on a cross border basis between the
Company’s subsidiaries will be entered into, so keeping the Company’s
various pools of assets and liabilies insulated within their own
geographies.
The Company expects all borrowings to be denominated in the currency
of the relevant Sustainable Energy Infrastructure Asset or US Dollars
to help offset any foreign currency exposure. In addion, borrowings
will typically be amorsing over the term of the associated oake
agreement.
For the avoidance of doubt, any investments by the Company in project
SPVs or intermediate holding companies which are structured as debt
will not be considered gearing for these purposes and, therefore, will not
be subject to the restricons set out above.
Cash management policy
Whilst it is the intenon of the Company to be fully or near fully invested
or contractually commied in normal market condions, the Company
may in its absolute discreon decide to hold cash on deposit or invest in
cash equivalent investments, which may include short-term investments
in money market funds and tradeable debt securies
(“Cash and Cash
Equivalents”)
. There is no restricon on the amount of Cash and Cash
Equivalents that the Company may hold and there may be mes when
it is appropriate for the Company to have significant holdings of Cash
and Cash Equivalents instead of being fully or near fully invested or
contractually commied. No financial transacons are permied with
c
ounterpares with a credit rang of less than BBB- from Standard &
Poor’s or Baa3 from Moody’s.
Changes to investment policy
No material change will be made to the Company’s investment policy
without the prior approval of shareholders by ordinary resoluon and
the prior approval of the FCA. Any changes to the Company’s investment
policy are also required to be nofied to HMRC in advance of the filing
date for the accounng period in which the investment policy is amended
(together with details of why the change does not impact the Company’s
status as an investment trust).
2022
Annual Report & Accounts |
STRATEGIC REPORT
13
Timeline of Key Events since IPO
Date
Event
14 December 2021
Completion of IPO, raising gross proceeds of US$115.4 million, admission to trading on the London Stock Exchange and
contractual commitments to acquire a 40% economic interest in Negros Island Solar Power Inc. (‘NISPI’) and a 43%
economic interest in SolarArise India Projects Private Limited (‘SolarArise’).
17 December 2021
Completion of the acquisition of the 40% economic interest in NISPI and its three solar power projects in the Philippines,
totalling 80 MW for a cash consideration of US$25.4 million.
20 June 2022
Contractual commitment to acquire the remaining 57% economic interest in SolarArise which owns six operating and one
construction-ready solar power projects in India, for a cash consideration of US$38.5 million.
19 August 2022
Completion of the acquisition of the 43% economic interest in SolarArise for a consideration of US$30.2 million, settled
through the issue of 26.0 million ordinary shares at US$1.16035 per share. In addition, cash of US$2.7 million was paid to
the Indian tax authorities on behalf of the sellers.
1 November 2022
Expansion into Vietnam following a contractual commitment to acquire 99.8% economic interest in Viet Solar System
Company Limited (’VSS’), which holds 6 MW of rooftop solar assets, for US$4.6 million (being the total value of the
investment, including debt, and represented a net US$3.1 million equity investment).
8 November 2022
Confirmation that AEIT classifies under Article 9 of the EU SFDR, with investments substantially contributing to climate
mitigation under the EU Green Taxonomy.
18 November 2022
Admission to trading of 34.3 million new ordinary shares issued following a subsequent placing that raised gross proceeds
of US$35.3 million.
Material events post period end
13 January 2023
Completion of the acquisition of the remaining 57% economic interest in SolarArise.
25 April 2023
Temporary share suspension at the Company’s request due to a material uncertainty regarding the fair value of its assets
and liabilities, in particular with regard to the RUMS project.
31 May 2023
Decision not to proceed with construction of the RUMS project, predominantly due to high solar panel prices.
Completion of the acquisition of the 99.8% economic interest in VSS and its two solar power projects.
30 June 2023
Annual General Meeting held.
Alongside the standard annual resolutions to re-elect the Board which were passed, a Continuation Resolution was
proposed as 75% of the net IPO proceeds had not been deployed within 12 months of admission to trading.
12 July 2023
Company announced that the final portfolio valuation as at 31 December 2022 could reflect a material downward
movement that would be in addition to the costs written off and potential abandonment liabilities associated with not
proceeding with the RUMS project.
1 August 2023
The Company’s only development project (the ‘TT8 Project’), a 150 MW DC solar PV project, held by a special purpose
vehicle of SolarArise, signed a power purchase agreement with Maharashtra State Electricity Distribution Company
Limited.
15 August 2023
Company announced receipt of new information under protections of its whistleblowing policy revealing that ThomasLloyd
Global Asset Management (Americas) LLC was aware of material information relating to the RUMS project by August 2022
and, therefore, it appeared that key information had been withheld from the Board, and misleading information given to
it, over a protracted period of time.
24 August 2023
Shareholders representing 58% of the votes cast (and a majority of the issued share capital) voted against the Continuation
Resolution in line with the Board’s recommendation. As a result, the Board was required to bring forward proposals for
the reconstruction, reorganisation or winding-up of the Company for shareholder approval within four months.
Strategic review of options for the Company’s future commenced.
15 September 2023
Company served notice terminating ThomasLloyd Global Asset Management (Americas) LLC’s appointment as Investment
Manager with effect from 31 October 2023.
25 September 2023
Shareholders representing approximately 54% of the Company’s total issued share capital supported the current Board
and the resolutions to replace the current Board were not passed.
11 October 2023
Decision to proceed with the RUMS project due to it being the least value destructive option for shareholders.
27 October 2023
Company changed its name to Asian Energy Impact Trust plc.
31 October 2023
Shareholders representing over 91% of the issued share capital voted in favour of changes to the Company’s investment
policy (to avoid any potential breach of the single country limit as a consequence of proceeding with the RUMS project
and make clarificatory changes to the gearing policy), in line with the Board’s recommendation. Termination of the
Former Investment Manager’s appointment effective.
1 November 2023
Octopus Energy Generation appointed as Transitional Investment Manager.
AEIT launched a new corporate website
13 December 2023
Unaudited NAV as at 30 September 2023 announced of
US$88.5 million (50.4 cents per share).
Company announced that moving forward with the development of the TT8 Project whilst the strategic review is
underway may not be the best option for the Company.
19 December 2023
Shareholders representing 83% of the votes cast (and 69% of the issued share capital) voted against a resolution to wind
up the Company, in line with the Board’s recommendation.
Asian Energy Impact Trust plc |
Annual Report 2022
14
Post Period Updates
The material uncertainty surrounding the investment portfolio valuation as at 31 December 2022 and the
subsequent events that followed throughout 2023, including the temporary share suspension effective
from 7.30 am on 25 April 2023 have had adverse consequences for the Company and its shareholders.
A summary of the key events is set out below.
Temporary share suspension
On 25 April 2023 the Company announced a temporary suspension in
the listing of, and trading in, the Company’s shares (the “temporary share
suspension”). The temporary share suspension was at the Company’s
request due to a material uncertainty regarding the fair value of its assets
and liabilities, in particular with regard to the 200 MW construction-ready
RUMS project, which was acquired as part of the SolarArise portfolio.
Further work was required to assess the quantum of the liabilities and
commercial viability of the project. Due to this, the Company was unable
to finalise the accounts within four months after the accounting period
end date, as required by the FCA’s Disclosure Guidance and Transparency
Rules.
Decision not to proceed with the RUMS project
Following the temporary share suspension, the Board appointed
independent advisors to undertake detailed reviews of the liabilities
associated with abandoning the RUMS project and the Company’s options
for the project (including proceeding with constructing it or abandoning
it). In parallel, the Former Investment Manager re-evaluated the options
for the RUMS project, including the funding requirement in the event of
proceeding with construction. Based on the reviews undertaken at that
time, and the information provided to the Board on 31 May 2023 by the
Former Investment Manager, the Board concluded that it would not be
in the interests of shareholders to proceed with the construction of the
RUMS project. As well as being commercially unviable, predominantly
due to the high solar panel prices at that time, proceeding would breach
the Company’s investment policy restrictions.
Re-evaluation of 31 December 2022 portfolio
valuation proposed by the Former Investment
Manager
Due to the ongoing material uncertainties regarding the Company’s
financial position and in support of progressing the audit and annual
report and accounts for the period ended 31 December 2022, the Board
also appointed, in May 2023, PricewaterhouseCoopers LLP (“PwC”) to
undertake a detailed review of the key assumptions included in the
financial models and the valuation methodology of the operational
assets within the portfolio, namely the SolarArise portfolio and NISPI, as
at 31 December 2022 proposed by the Former Investment Manager. On
12 July 2023, the Board announced it had received a draft report from
PwC and that the Board anticipated the final portfolio valuation as at
31 December 2022 could reflect a material downward movement that
would be in addition to the costs written off and potential abandonment
liabilities associated with not proceeding with the RUMS project.
2023 Annual General Meeting
At the Annual General Meeting held on 30 June 2023, alongside the
standard annual resolutions to re-elect the Board which were passed,
a Continuation Resolution was proposed as 75% of the net IPO proceeds
had not been deployed within 12 months of admission to trading. If the
Continuation Resolution did not pass, the Directors would be required
by the Company’s Articles of Association to put forward proposals for
the reconstruction, reorganisation or winding up of the Company
to shareholders for their approval within four months of the date of
the meeting at which the Continuation Resolution was proposed.
Given the uncertainty of the Company’s financial situation, the Board
recommended that shareholders abstain from voting on the Continuation
Resolution and adjourned the AGM ahead of the shareholder vote on
the Continuation Resolution.
General meetings requisitioned by entities and
funds affiliated with the Former Investment
Manager
On 11 July 2023, the Company received a notice from certain entities
and funds affiliated with the Former Investment Manager (the
“Requisitioners”), which held 14.8% of the Company’s issued share
capital, requisitioning a general meeting of the Company’s shareholders
to vote on, amongst other things, the Continuation Resolution.
On 31 July 2023 in the notices for the requisitioned general meeting and
adjourned Annual General Meeting (the “August Meetings”), the Board
recommended shareholders to vote against the Continuation Resolutions
to be proposed at those meetings as shareholders would be unable to
form a considered view of the Company as, at that time, (i) its valuation
was uncertain, (ii) its principal construction asset was believed to be
commercially unviable and the non-completion liabilities were expected
to be substantial, (iii) the audit of its financial statements for the period
ended 31 December 2022 and associated annual report and accounts
could not be completed, (iv) its shares were suspended from listing and
(v) there was no clear strategy for the future of the Company.
Prior to the August Meetings a second notice from the Requisitioners
was received by the Company requisitioning a further general meeting
to consider ordinary resolutions that the current Board be removed
from office as directors of the Company and replaced with new directors
nominated by the Requisitioners with immediate effect.
Ahead of the August Meetings that were held on 24 August 2023,
the Board continued to provide updates to shareholders on material
new information in support of its recommendation to vote against
the Continuation Resolutions. At the August Meetings, shareholders
representing 58% of the votes cast (and a majority of the issued share
capital) voted against the Continuation Resolutions in line with the Board’s
recommendation. The Board immediately commenced an evaluation of
the options for the Company’s future in view of its obligation, under the
Company’s Articles of Association to put proposals to shareholders for
the reconstruction, reorganisation or winding-up of the Company, by
24 December 2023.
The second requisitioned general meeting was held on 25 September
2023. Shareholders representing approximately 54% of the Company’s
total issued share capital supported the current Board and the resolutions
to replace the current Board were not passed.
2022
Annual Report & Accounts |
STRATEGIC REPORT
15
Change of Investment Manager
As the Continuation Resolutions were not passed at the August Meetings,
the Company was entitled to terminate its investment management
agreement with the Former Investment Manager summarily at any
time and without further payment in respect of the Former Investment
Manager’s initial five-year term of appointment. Due to the deteriorated
relationship with the Former Investment Manager and concerns on
the quality and timeliness of information provided by it to the Board,
the Board determined it would be in the best interests of shareholders
to terminate the Former Investment Manager’s appointment as the
Investment Manager. Following a competitive tender process, the Board
announced on 28 September 2023 that it had agreed heads of terms
to appoint Octopus Energy Generation as the Transitional Investment
Manager for an initial term expiring on 30 April 2024. Following
completion of the customary take-on and regulatory procedures,
Octopus Energy Generation’s appointment with immediate effect was
subsequently confirmed on 1 November 2023.
Decision to proceed with the RUMS project due to
changed circumstances
On 11 October 2023 the Board announced its decision to proceed with
the RUMS project due to it having become the least value destructive
option for shareholders. This was based on the advice received from the
Former Investment Manager that:
panel prices had fallen by 30% which meant that the negative NPV
was significantly less than at 31 December 2022;
aborting the RUMS project would: (i) crystallise an immediate write
off of US$8.9 million of costs incurred in respect of the project as at
30 September 2023; (ii) result in the encashment of US$1.2 million
of performance bank guarantees; (iii) potentially indirectly expose
SolarArise to abandonment liabilities (net of the performance bank
guarantees) of up to US$32.3 million and likely protracted associated
litigation; and (iv) lead to reputational damage that could adversely
impact the value of the SolarArise platform; and
whilst the RUMS project was clearly not value accretive, proceeding
to construct it would: (i) allow SolarArise to better manage its
liabilities in respect of the RUMS project, providing greater certainty
compared to a very uncertain process of aborting it, both in terms of
the value of any potential abandonment liabilities and the expected
timeline for settlement; and (ii) add a further 200 MW of capacity
to the SolarArise platform and, once operational as part of a wider
portfolio, may facilitate a more attractive exit of SolarArise in any
future liquidity event.
To proceed with the RUMS project, the Board put forward a resolution
to amend the single country limit in the Company’s investment policy to
avoid any potential breach of that limit as a consequence of proceeding
with the RUMS project (and also to make clarificatory changes to
the gearing policy), which was passed at a general meeting held on
31 October 2023.
Change of name and new corporate website
On 27 October 2023, the Company changed its name to Asian Energy
Impact Trust plc. The Company launched a new corporate website,
www.asianenergyimpact.com, on 1 November 2023.
Unaudited NAV as at 30 September 2023
On 13 December 2023, the Board announced the unaudited NAV as at
30 September 2023 in order to provide investors with the most recent
financial information at the earliest possible time.
Unaudited net assets as at 30 September 2023 were US$88.5 million
(NAV of 50.4 cents per share), a marginal increase on the net assets (and
NAV per share) as at 31 December 2022.
The unaudited NAV as at 30 September 2023 (relative to 31 December
2022) reflects an uplift the portfolio valuation resulting from the
negative NPV of proceeding with the RUMS project as at 30 September,
being materially lower than costs of not proceeding with it reflected in
the 31 December 2022 portfolio valuation, which was largely offset by a
further material reduction in the Philippines wholesale electricity spot
market over the period and additional non-recurring professional fees
incurred since the temporary share suspension.
At 30 September 2023, the Company had cash balances of US$63.6 million
and held US$1.7 million in its UK subsidiary, AEIT Holdings. The Company
has invested a further US$20.0 million in SolarArise to provide funding
required for constructing the RUMS project.
As at 30 September 2023, gearing in AEIT’s investment portfolio
represented 54.6% of the Adjusted GAV.
Winding-up proposal
In accordance with its obligation to put forward proposals for the
reconstruction, reorganisation or winding-up of the Company to
shareholders for their approval within four months of the Continuation
Resolutions not having been passed, the Board convened a further
general meeting on 19 December 2023 to consider a resolution to wind-
up the Company and appoint liquidators. The Board had considered
possible options for a reconstruction or reorganisation of the Company
but, given, in particular, the concentrated and illiquid nature of the
Company’s portfolio and the current size of the Company, the Board
concluded that a reorganisation or reconstruction was not viable or in
the best interests of shareholders as a whole. Accordingly, in order to
comply with its obligation under the Articles, the Board’s only option
was to put a winding up proposal, but recommend shareholders vote
against the resolution principally for the following reasons: (i) if the
resolution was passed, it was expected that the listing of the Company’s
shares would be permanently suspended; and (ii) if the resolution
was not passed (in-line with the Board’s voting recommendation), the
Board would have the additional time needed to complete the strategic
review of the options for the Company’s future and shareholders would
have the opportunity to vote on the outcome of the strategic review.
Shareholders representing 83% of the votes cast (and 69% of the issued
share capital) voted against the winding-up resolution, in line with the
Board’s recommendation.
Post Period Updates
Continued
Asian Energy Impact Trust plc |
Annual Report 2022
16
Investments
No. of individual assets
purchased in the period
26
10
Net operational asset value
27
US$ 23.5m
Adjusted GAV
US$ 173.3m
At the time of the IPO, the Company had committed to acquire interests in portfolios of assets in India, being a 43% economic interest in SolarArise
India Projects Private Limited (“SolarArise”), and the Philippines, being a 40% economic interest in Negros Island Solar Power Inc (“NISPI”), for a
combination of cash and new ordinary shares to be issued by the Company.
Summary of deployment
Investment
Proportion
Acquisition price
paid (US$ million)
Total operational
capacity
AEIT proportion on
completion
AEIT proportion of
construction-ready
capacity
SolarArise
43.0%
32.9
29
233 MW
100 MW
86 MW
57.0%
28
38.5
133 MW
114 MW
NISPI
40.0%
25.4
80 MW
32 MW
n/a
VSS
28
99.8%
3.1
6 MW
6 MW
n/a
Totals
99.9
319 MW
271 MW
200 MW
The acquisition of NISPI, the 80 MW Philippines investment platform with three operating solar plants, completed on 17 December 2021 for a cash
consideration of US$25.4 million. The sites are in the Central Visayas region, located across two sites on Negros, the fourth largest island of the
Philippines. The 40% economic interest in NISPI was acquired from an associate of the Former Investment Manager and the remaining 60% is owned
by Ayala Clean Energy Inc. No gearing is employed within the portfolio. The three solar power plants currently generate revenue through the sale of
power to the grid at the WESM price. This means in-year performance and its value is at risk to wholesale energy market price movements in both the
short term and long term within the Philippines.
The seed asset acquisition in India reflected a 43% economic interest in SolarArise, the 433 MW Indian investment platform with six operating solar
plants totalling 233 MW and one 200 MW construction-ready solar plant (the “RUMS project”. All operating assets benefit from long-term fixed price
power purchase agreements with central government agencies such as Solar Energy Corporation of India Ltd. (“SECI”) or state government electricity
utilities. The acquisition of the 43% economic interest was acquired from associates of the Former Investment Manager and completed in August
2022 following an amendment to the sale and purchase agreement to update the fair value to a more recent date, being 30 June 2022. Due to the
strengthening of the US Dollar, this reduced the purchase consideration from US$34.6 million as outlined in the IPO prospectus to US$32.9 million.
Completion comprised of consideration of US$30.2 million, settled through the issue of 26.0 million ordinary shares at US$1.16035 per share and cash
of US$2.7
million that was paid by SolarArise to the Indian tax authorities on behalf of the sellers.
On 20 June 2022 the Company committed to acquire the remaining 57% economic interest in SolarArise from the remaining shareholders including
the founders of SolarArise. The commitment was made for a cash consideration of US$38.5 million, reflecting a 5.2% discount to the acquisition price
of the 43% economic interest agreed in November 2021 primarily due to the strengthening of the US Dollar. This acquisition completed post the
period end on 13 January 2023 and at the date of this Annual Report the Company owns 100% of SolarArise. At at 31 December 2022, the 200 MW
construction-ready asset was not commercially viable to proceed, with the potential liabilities associated with aborting the project being less than the
negative NPV to the Company from constructing the project. Post the period end, the viability of the project improved, principally due to panel prices
having fallen by 30% which meant that the negative NPV resulting from construction was significantly less than the potential abandonment liabilities,
and a decision was made in October 2023 to proceed with construction.
On 1 November 2022, the Company, through its subsidiary AEIT Holdings Limited (“AEIT Holdings”), made its first investment in Vietnam through a
contractual agreement to acquire Viet Solar System Company Limited (“VSS”), a privately-owned company which holds 6.12 MW of rooftop solar assets
for US$3.1 million. The gross value of the assets was US$4.6 million including external debt. The acquisition completed on 31 May 2023 and represents
a 99.8% economic interest in VSS. This acquisition was the start of a new local partnership with Solar Electric Vietnam (“SEV”), an engineering,
procurement and construction provider and renewable energy developer in Vietnam. Additionally, AEIT Holdings entered into an investment agreement
for an additional US$25.4 million of uncommitted funding for other renewable energy pipeline assets once such assets have been identified and to be
acquired on agreeable terms. No further assets have been acquired post the period end through this arrangement.
26
Includes the 200 MW construction project in Rewa Ultra Mega Solar Park (the “RUMS project”) in India.
27
The value of the Company’s operational investment portfolio excluding construction assets.
28
Completed post the period end.
29
Includes payment of US$2.7 million to Indian tax authorities on behalf of the sellers.
2022
Annual Report & Accounts |
STRATEGIC REPORT
17
200 MW construction-ready RUMS project
The RUMS project is held by a wholly-owned special purpose subsidiary, Talettutayi Solar Projects Nine Private Limited (“TT9”) of SolarArise.
Background
TT9 successfully bid for the RUMS project in a reverse auction conducted on 19 July 2021 and received the letter of award on 1 September 2021.
Power purchase agreements (“PPAs”) were signed on 25 November 2021 with Rewa Ultra Mega Solar Limited (“RUMSL”), the operator of the
solar park of which the RUMS project forms part, and M.P. Power Management Company Limited and Indian Railways, with a fixed rate tariff of
INR 2.339 per kWh for 25 years. The original deadline for the scheduled commercial operating date (“SCOD”) was 25 June 2023, but in September
2022 this was extended to 8 September 2023 due to a delay by RUMSL in getting the initial tariff and other related approvals from the state
regulatory agencies. The original bid projections were for an overall project cash cost of INR 5,880 million (US$78.4 million) funded by debt of
INR 4,700 million (US$62.7 million) and equity of INR 1,180 million (US$15.7 million) with an IRR of 13.5%. It was expected that the equity financing
required for the construction of the RUMS project would be funded entirely from existing cash resources within SolarArise and ongoing operating
cash flow from its operational solar portfolio.
Increased cost estimates leading to temporary share suspension
During April 2023 it was disclosed to the Board that the cost of the RUMS project and the attendant equity funding requirement had gone up significantly
thereby calling into question its economic viability. The cost increase had arisen principally due to increases in module costs, the cost of the EPC contract,
goods and services tax and adverse movements in exchange rates in comparison to the costs in the original bid assumptions. For example, the RUMS project
was originally bid with a module cost of US24.2 cents per watt peak (‘c/Wp’) but prices rose significantly during 2022, in particular due to supply chain issues
in the market and following the implementation of basic customs duty of 40% on imported solar modules and 25% on imported solar cells from 1 April
2022. This caused prices to rise to a peak of approximately US40 c/Wp, but had fallen to approximately US29 c/Wp by December 2022.
Later in April 2023, the Board was further advised by the Former Investment Manager that potentially significant non-completion liabilities would
arise in TT9 in the event that it did not proceed with the construction of the RUMS project. Having received information that suggested the RUMS
project may no longer be commercially viable and that there were potentially significant non-completion liabilities, the Company immediately
sought the temporary share suspension to undertake further work to clarify the position and complete its 2022 audit and Annual Report.
Valuation of RUMS project
As at 30 September 2022, the fair value of the RUMS project included within the valuation of SolarArise prepared by the Former Investment
Manager was US$4.9 million (US$2.1 million for the 43% interest owned at that date). This represented the fair value of the project cashflows of
US$14.1 million offset by the assumed equity funding required of US$9.2 million.
In the days following the temporary share suspension, the Board and Former Investment Manager commenced a number of important workstreams
including taking advice regarding potential liabilities in the event that the RUMS project was not constructed in accordance with the contractual
documentation and on the valuation of the RUMS project.
Based on information now available as at 31 December 2022, the valuation of proceeding with the construction project was estimated to be negative
US$33.3 million based on 100% ownership, whereas the potential liabilities associated with aborting the project were estimated to be US$14.1-US$33.2
million, with the lower end assuming 100% success in implementing a mitigation strategy. As there is significant subjectivity in determining the specific
abort case liabilities to include in the valuation, it has been determined that a market participant would view the SolarArise portfolio in its entirety and
that an appropriate assumption would be to write the SolarArise portfolio down to zero as the potential abort liabilities would have exceeded the value
of SolarArise (before providing for such liabilities). This results in applying an abort liability of US$12.0 million for the 43% ownership. Including the abort
liabilities in the valuation of SolarArise as at 31 December 2022 also gives rise to an onerous contract for the commitment to purchase the remaining
57% as the committed price to pay was less than the value of the contract. See page 102 for further details.
Latest updates
Falling solar module prices resulted in the Former Investment Manager continuing to re-evaluate the project and the Board appointed an Indian-based
independent financial advisor to complete a commercial assessment of the RUMS project. The EPC provider was identified with high-level commercials
agreed and JA Solar was selected as the preferred solar panel provider with an agreed price of US15.5 c/Wp (US$22.3 c/Wp including import duties).
Updating the model with the declining panel prices and other assumption changes reduced the overall negative NPV of the project to approximately
US$13 million. Based on advice from the Former Investment Manager, on 11 October 2023, the Board agreed to provide funding of US$20 million by way
of an INR-denominated external commercial borrowings loan from the Company to SolarArise to enable construction of the RUMS project to proceed.
The Transitional Investment Manager has since refined the RUMS project model and the published valuation as at 30 September 2023 is a negative
NPV of US$14.6 million.
Construction of the RUMS project has commenced. On the recommendation of the Transitional Investment Manager, the Company has appointed
Fichtner as the owner’s technical advisor to the RUMS project, providing boots on the ground to oversee the construction of the asset on a day-to-day
basis. An official extension has been granted to the deadline for the SCOD to 5 February 2024. As at early January 2024, the third of five shipments of
panels have arrived on site. Although risks remain due to the size and tight timelines of the project, it is currently expected to be commissioned before
31 March 2024.
Investments
Continued
Asian Energy Impact Trust plc |
Annual Report 2022
18
Portfolio Breakdown
Revenue structure - as a % of generating
capacity (MWp)
Asset phase - as a % of generating capacity
(MWp)
Geographical diversification - as a % of
generating capacity (MWp)
India: 85%
Philippines: 15%
Long-term PPA (fixed): 85%
Wholesale electricity
price (variable): 15%
Construction: 39%
Operational: 61%
The following charts are representative of the pro-rata share of the assets owned as at 31 December 2022.
2022
Annual Report & Accounts |
STRATEGIC REPORT
19
Portfolio Performance
During 2022, the investment portfolio’s electricity generation was 85,199 MWh. This reflects the proportionate share of the electricity generated by
investments from the date of acquisition and therefore takes into account 40% of NISPI from 1 January 2022 and 43% of SolarArise from 19 August
2022.
Across the investment portfolio, electricity generation was 17% below budget, driven by lower irradiation, poor weather and low air quality in India
and grid curtailment in the Philippines.
Output generated by
underlying operating assets
30
85,199 MWh
Revenue generated by
underlying operating assets
30
US$7.8m
30
Pro-rated for economic ownership and from the 1 January 2022 for NISPI and 19 August 2022 for SolarArise (the date of investment). These are not IFRS measures and are KPIs used to monitor
the performance of the underlying assets.
Philippines
The Philippines portfolio comprises NISPI, an investee company with
three operating solar plants with a total capacity of 80 MW situated on
the island of Negros. All three solar plants export electricity to the grid at
the wholesale electricity spot market (“WESM”) price.
Generation during 2022 was 19% lower than budget due to grid
curtailment stemming from the effects of Typhoon Rai (December 2021)
and the damaged Negros-Cebu subsea cable. The damaged subsea cable
was restored in October 2022. In the final two months of 2022, the
portfolio generated 6% below budget which was in line with the variance
in irradiation observed in the period.
Although generation was lower than expected, WESM prices continued
to increase throughout the year with an average of 7.79 PHP per kWh
achieved by NISPI, in comparison to a budgeted price in the investment
case of 7.74 PHP per kWh in 2022 and 4.81 PHP per kWh achieved in 2021.
The steep trend upwards was driven by global energy market instability
and increased demand as the nation-wide lockdowns were released and
economic activity resumed, alongside rising fossil fuel prices. Whilst
higher prices were achieved during the year compared to the prior years,
the current valuation of the NISPI investment is based on modelled future
cash flows and is highly dependent on assumed operational performance
and the price that is assumed longer term to be achieved. In the
December 2022 valuation, the valuation methodology has been updated
to utilise leading market forecasters for the future WESM price curves.
Prior periods utilised the Former Investment Manager’s in-house power
price curve based on historical prices achieved, indexed for future prices
subject to the price cap. The updated methodology utilises independent
third-party advisor curves and these curves are depicting a significant
downwards trend in future energy prices in the short to medium term,
before levelling off in the long term.
Energy prices are driven by commodity prices, in particular delivered coal
and liquefied natural gas, which are expected to fall from the heightened
prices seen during global events such as the pandemic and the start of
the Russia-Ukraine conflict. Further, at the end of 2022 and into early
2023, commodity prices showed sharp declines. Future budgets will
be set utilising the independent forecasted prices and performance
reported against these models. Further detail can be found in the
Portfolio Valuation section on page 20.
At 31 December 2022, on a 100% basis, NISPI had PHP 538 million of
cash reserves, equivalent to US$9.7 million and generated EBITDA of PHP
378 million, equivalent to US$6.8 million during 2022. NISPI has no debt.
India
As at 31 December 2022, the Indian portfolio comprised a 43% economic
interest in SolarArise, an Indian platform with interests in six operating
solar plants and the 200 MW construction-ready RUMS project, situated
across five states in India and with a total potential capacity of 433
MW. All plants are or will export electricity under 25-year fixed-price
government PPAs.
In comparison to budget for the full year of 2022, energy generation
declined by 14% driven by lower irradiation, heavy rains during monsoon
season resulting in floods at two of the sites (Telangana I and Telangana
II) and air quality issues at Maharashtra. During the period of ownership
from 19 August 2022, generation was 15% under budget. The Transitional
Investment Manager is working closely with the asset management team
on the ground to put in place mitigating actions to prevent the effects of
flooding, test pollution levels in comparison to legislation and increase
cleaning cycles at Maharashtra.
At 31 December 2022, excluding the amounts paid out to shareholders
for the 57% acquisition in January 2023, on a 100% basis, SolarArise had
INR 653 million of cash reserves, equivalent to US$7.9 million of which
approximately US$5.1 million had been generated from operations
during the period of ownership. At
31 December 2022, SolarArise had
approximately US$106.8 million of borrowings.
EBITDA generated by
underlying operating assets
30
US$4.9m
Asian Energy Impact Trust plc |
Annual Report 2022
20
Portfolio Valuation
Valuation process
Regular valuations are undertaken for the Company’s portfolio of assets.
The process follows International Private Equity Valuation Guidelines,
typically using a discounted cashflow (“DCF”) methodology. The DCF
methodology is deemed the most appropriate valuation basis where a
detailed projection of likely future cash flows is possible. Due to the asset
class, availability of market data and the ability to project the asset’s
performance over the forecast horizon, a DCF valuation is typically
the basis upon which renewable assets are traded in the market. In a
DCF analysis, the fair value of the investee companies is the present
value of the expected future cash flows, based on a range of operating
assumptions for revenues, costs, leverage and any distributions, before
applying an appropriate discount rate. Key macro-economic and fiscal
assumptions for the portfolio valuation are set out in note 9 to the
Financial Statements. The assets held in the Company’s UK subsidiary,
AEIT Holdings, substantially comprise working capital balances and
therefore the Directors consider the fair value of AEIT Holdings to be
equal to its book value.
Following the material uncertainty surrounding the portfolio valuation
as at 31 December 2022, detailed in the Post Period Updates section
on pages 14 and 15, the Board, Transitional Investment Manager and
AIFM have made a number of changes to the valuation process which
have been implemented to arrive at the 31 December 2022 valuation
presented in this Annual Report.
In addition to the above, an updated valuation policy reflecting the
change in assumption methodologies and review process has been
adopted.
In accordance with the Company’s valuation policy, the investment
portfolio at 31 December 2022 has been valued by the Transitional
Investment Manager. PwC was engaged as an independent valuation
expert to provide a private independent opinion on the reasonableness
of the valuations which were prepared by the Transitional Investment
Manager, and adopted by the Board and AIFM when they approved the
31 December 2022 valuations.
Changes in relation to operational assets
PwC was appointed to assist the Company with a detailed review of
the key assumptions included in the financial models and the valuation
methodology for the Company’s operational assets in India and the
Philippines which had been prepared by the Former Investment Manager
for the purpose of the 31 December 2022 valuation. As previously
announced, following this review, the Company identified several areas
for concern, including assumptions regarding revenues, operating costs,
tax projections and cash extraction which were either inaccurate or
considered to be unrealistically optimistic.
Following the PwC review, the operational asset models have been
re-worked by the Transitional Investment Manager.
This included updating the basis of the macro-economic assumptions
in the models, utilising leading third-party market forecasters for
power prices in the Philippines and a number of other material
changes based on the Transitional Investment Manager’s experience.
The SolarArise holding company model was revised to accurately
reflect asset management costs, cash extraction and tax assumptions
in respect of SolarArise.
Changes in relation to the RUMS project
A commercial assessment of the construction-ready RUMS project was
undertaken by an Indian-based independent financial adviser alongside
a new model being built by an external specialist modelling firm which
was reviewed by a model audit company, under the supervision of the
Former Investment Manager.
While the model audit review was never finalised, a draft report was
prepared. The outstanding issues noted in the draft report were reviewed
and updated by the Transitional Investment Manager in the new model
in determining the appropriate valuation for the RUMS project.
2022
Annual Report & Accounts |
STRATEGIC REPORT
21
Portfolio Valuation
Continued
Portfolio valuation as at 31 December 2022
The fair value of the Company’s investment portfolio as at 31 December 2022 was USS11.5 million. The movements from IPO are detailed in the
bridge below and exclude the onerous contract provision.
Fair value of investments from IPO to 31 December 2022
0
10
20
30
40
50
60
70
28.3
US$ m
30.2
2.2
(14.1)
(12.4)
(9.0)
(3.3)
(0.8)
(2.0)
(7.5)
11.5
80
Acquisition
of assets –
cash settled
Acquisition
of assets –
consideration
shares
Inflation, FX
and discount
rate unwind
RUMS
project
Adjustments
to modelling
methodology
and timing of
cash extraction
Power
prices
Generation
Discount
rates
Carbon
credits
Other
adjustments
Fair value of
Company’s
investment as
at 31 December
2022
Basis of assumptions
Economic assumptions
The main economic assumptions used in the portfolio valuation as
at 31 December 2022 are inflation forecasts, interest rates, foreign
exchange rates and power price forecasts.
Inflation forecasts:
Our approach is to blend two inflation forecasts
from reputable third-party sources.
Interest rates:
Interest rate forecasts are only relevant for the Indian
portfolio of assets. As existing facility agreements are in place, we
have assumed the rates as at 31 December 2022 are the long-term
rates.
Foreign exchange rate:
Underlying valuations are calculated in local
currency and converted back to US Dollars at the spot rate at the
relevant valuation date.
Power price forecasts:
All assets in the SolarArise portfolio have
long-term fixed price power purchase agreements and therefore
market forecasts are not required. The NISPI portfolio generates
revenue through the sale of power to the grid at the wholesale
electricity spot market (“WESM”) price and is fully exposed to
volatility in WESM price curves. In determining the forecast for the
WESM
prices, our approach is to blend at least two wholesale energy
price curves as prepared by market advisors that are reputable in the
relevant market. By blending two or more forecasts, if there are any
differences in methodology or assumptions this provides a hedge
against the different market eventualities that the advisors reflect
and minimises the risk of using a single curve which is too prudent
or too optimistic. Prior period valuations relied on the Former
Investment Manager’s in-house assumptions which were not based
on independent market forecasts and were materially higher than
independent market forecasters’ forecasted prices utilised in the
31 December 2022 valuations, particularly in the long term.
Discount rates
To determine the reasonable ranges, the applicable cost of equity for the
solar market was estimated considering data points from transactional
and other valuation benchmarks, disclosures in broker reports, other
public disclosures and broader market experience of investors in the
market. The Transitional Investment Manager compared the range to its
own risk-adjusted discount rate analysis and determined the appropriate
discount rates to apply.
Generation
Each asset’s valuation assumes a ‘P50’ level of electricity output based
on yield assessments prepared by technical advisors. The P50 output is
the estimated annual amount of electricity generation that has a 50%
probability of being exceeded - both in any single year and over the long-
term and a 50% probability of being underachieved. P50 is the market
standard assumption to utilise in valuation models.
There is observed
Asian Energy Impact Trust plc |
Annual Report 2022
22
Portfolio Valuation
Continued
historical underperformance of the Company’s operational assets
when compared with the level of generation assumed at the time of
acquisition. A technical advisor has been appointed to provide updated
P50 yield assessments which are expected to be lower than these original
assumptions. In lieu of receiving these, an estimated reduction has been
applied for the 31 December 2022 valuations.
Adjustments to modelling methodology and timing of cash
extraction:
There are three elements to these adjustments.
Asset management costs at the SolarArise holding company
level:
The ongoing asset management costs associated with the
SPVs are charged at the holding company, rather than at the
underlying SPV level. Previously, these costs were excluded from
the valuation. For 31 December 2022, there has been a change
in the SolarArise holding company valuation methodology
which now uses a discounted cash flow methodology to reflect
the ongoing liabilities and asset management fees required to
operate the underlying assets which are paid from the holding
company.
Taxes at the SPV and SolarArise holding company levels:
Tax
inputs have been corrected within the models to align with the
underlying tax returns.
Cash extraction:
Prior to 31 December 2022, the capital position
of the underlying assets was not modelled appropriately and, in
particular, negative distributable reserves at NISPI and SolarArise
were not taken into account in the valuations. Correcting for the
actual capital position of the assets had a negative impact on
the valuations. Partially mitigating the impact of this modelling
change, the valuations include an assumption that NISPI, the
SolarArise holding company and each of the SolarArise SPVs will
undertake a number of actions including capital reductions within
a reasonable timeframe and within the boundaries of permissible
cash extraction to eliminate some of the cash traps in the future.
There remains a risk that these mitigations may take longer than
forecast or may not be achievable. Conversely, more radical
restructuring options are being looked into by the Transitional
Investment Manager, which could lead to further valuation
optimisations.
Carbon credits
For the SolarArise portfolio, carbon credit revenue was previously
included in the base case. These revenues are now treated as an upside as
opposed to a base case assumption and, therefore, have been removed.
Other adjustments
This refers to the balance of valuation movements in the period excluding
the factors noted above including the inclusion of actual performance
figures during the period. In addition, a number of other assumptions
that were either inaccurate, or incongruent with standard market
practice for the Company’s assets, have been adjusted. These include
updating lease and other operational costs to reflect contractual terms
and inclusion of capex for inverter replacements.
Valuation approach for SolarArise
SolarArise has been valued as a total portfolio and this includes the
six operational assets, the liabilities associated with the construction-
ready RUMS project that was commercially not viable to proceed
as at 31 December 2022, and the costs, assets and liabilities of the
holding company, all based on a 43% ownership share. As the liabilities
associated with abandoning the RUMS project represented a broad
range of possible outcomes, the worst of which would be greater than
the value of the assets held, it has been determined that the fair value
of the SolarArise portfolio as at 31 December 2022 was US$nil
31
. This
represents a valuation of US$12 million for the operational assets,
reduced by the abort liabilities for the RUMS project of at least US$12.0
million for the 43% ownership.
The RUMS project
The total bridge movement of the RUMS project reflects the cash put
in since IPO from the SolarArise holding company and the negative
valuation of US$12.0 million at 31 December 2022.
31
The Company has received advice that the abort liabilities associated with the RUMS project are restricted to the level of the SolarArise holding company and therefore the value of SolarArise
can not fall below US$nil.
2022
Annual Report & Accounts |
STRATEGIC REPORT
23
Portfolio Valuation
Continued
AEIT’s solar site at NISPI
Asian Energy Impact Trust plc |
Annual Report 2022
24
Valuation sensitivities
The sensitivities are based on owning 43% of SolarArise and 40% of NISPI as at 31 December 2022. For each of the sensitivities shown, it is assumed that
potential changes occur independently with no effect on any other assumption. The sensitivity movements are presented both on a cents per share
basis and as a percentage of the Company ’s NAV. For SolarArise, the sensitivities in the chart below are calculated on its operational portfolio, excluding
the RUMS project. As the total value of SolarArise (including the RUMS project) as at 31 December 2022 is US$nil, the downsides shown below are not
reflective of the actual impact on the Company (as the value of SolarArise can not fall below US$nil).
Discount rate +/- 1.0% Ke
Generation -/+10%
Power Price Curve -/+25%
Inflation -/+ 1.0%
FX Rate +/-10%
TT9 Abort liabilities
(worst/mitigated case)
Positive directional change to assumption
Negative directional change to assumption
Cash extraction
(delay +12 months)
(-0.7c, -1.5%)
(0.8c, 1.6%)
(3.7c, 7.5%)
(-3.8c, -7.6%)
(3.9c, 7.8%)
(-3.7c, -7.5%)
(0.3c, 0.7%)
(-0.3c, -0.6%)
(3.3c, 6.8%)
(-1.4c, -2.8%)
(0.6c, 1.2%)
(-0.6c, -1.2%)
(-0.7c, -1.4%)
Discount rate:
A range of discount rates are applied in calculating the fair
value of investments, considering the location, technology and lifecycle
stage of each asset as well as leverage and the split of fixed to variable
revenues. A 100bps increase or decrease in the levered cost of equity for
each portfolio has been applied.
Generation:
The sensitivity assumes a 10% increase or decrease in
total forecast generation relative to the base case for each year of the
asset life.
Power price curve:
The sensitivity assumes a 25% increase or decrease
in power prices relative to the base case for each year of the asset life
(excluding any period covered by a PPA).
Inflation:
The sensitivity assumes a 1% increase or decrease in inflation
relative to the base case for each year of the asset life. Where revenue
or cost items have a contractually defined indexation profile, this has not
been sensitised.
RUMS project abort liabilities:
As at 31 December 2022, the least value
destructive option was to abort the RUMS project. Third-party advisors
were engaged to review the range of abort liabilities that could arise. The
potential outcomes ranged from a worst case liability of US$33.2 million
to a mitigated case of US$14.1 million on a 100% basis. The sensitivity
shows the impact on Company value by adopting the ends of these
ranges vs. the assumed abort estimation of US$27.8 million.
Cash extraction:
As at 31 December 2022, NISPI, the SolarArise holding
company and each of the SolarArise SPVs had significant negative
distributable reserve balances, prohibiting the payment of dividends.
The valuations have been updated to reflect this but assume that some
measures to eliminate cash traps within a reasonable timeframe are
implemented, for example, capital reductions. The sensitivity assumes
that such measures to eliminate cash traps are delayed by c. 12 months
at both NISPI and SolarArise.
FX rate:
Investments are held in the currency of the territory in which
the asset is located. At 31 December 2022, the Company was impacted
by the US Dollar strengthening against both the Philippine Peso and the
Indian Rupee over the period. A flat decrease or increase of 10% in the
relevant rate over the remaining asset life of each plant has been applied
to the final values as at 31 December 2022.
Portfolio Valuation
Continued
2022
Annual Report & Accounts |
STRATEGIC REPORT
25
The Financial Statements of the Company for the period from
1 November 2021 to 31 December 2022 are set out on pages 86 to 109.
The Financial Statements have been prepared in accordance with United
Kingdom adopted international accounting standards and the applicable
legal requirements of the Companies Act 2006.
Basis of accounting
The Company applies IFRS 10 and Investment Entities: Amendments to
IFRS 10, IFRS 12 and IAS 28, which state that investment entities should
measure all their subsidiaries, joint ventures and associates that are
themselves investment entities at fair value. The primary impact of this
application, in comparison to consolidating subsidiaries, is that the cash
balances, the working capital balances and borrowings in its subsidiaries
are presented as part of the Company’s fair value of investments.
The comparative period is the period from incorporation on 6 September
2021, to 31 October 2021, being the Company’s first accounting period.
On 16 November 2021, the Company extended its accounting period to
31 December 2022. The Company did not commence its operating activities
until the listing of its ordinary shares on the London Stock Exchange on
14 December 2021, and therefore, there is no profit or loss up to this date.
Results for the period ended 31 December 2022
US$m
Net asset value
86.6
Fair value of Company's investments
11.5
Net assets per share (cents)
49.3
Movement on fair value of investments
(47.0)
Onerous contract provision with respect to 57%
acquisition of SolarArise
(38.5)
Loss for the period
(88.8)
Net assets
The net asset value as at 31 December 2022 was US$86.6 million or
49.3 cents per ordinary share. The fair value of the Company’s investment
portfolio as at 31 December 2022 was USS11.5 million.
The valuation of the underlying portfolio has decreased significantly due
to a detailed review of all modelled assumptions affecting the valuations.
Financial Review
50,000
60,000
70,000
80,000
90,000
100,000
110,000
120,000
130,000
140,000
150,000
160,000
170,000
180,000
115,393
(2,308)
113,085
NAV per share:
98.0c
30,186
US$'000s
35,306
(1,310)
(1,903)
(1,425)
(38,500)
(1,866)
IPO cash
proceeds
IPO
expenses
Net assets
at IPO
Consideration
shares issued on
SolarArise 43%
acquistion
Gross proceeds
raised in
subsequent
placing
Consideration
shares and
subsequent placing
expenses
Change in fair
value of
investments
Dividends paid to
shareholders
Management
fees
Onerous contract
provision in
respect of the
57% acquisition
of SolarArise
(46,993)
86,580
NAV per share:
49.3c
Other
Company-level
costs
Net assets
Net asset value bridge - IPO to 31 December 2022
Notes to the NAV bridge
IPO cash proceeds:
US$115.4 million raised at IPO (before associated
listing expenses), resulting in the issue of 115.4 million shares.
Consideration shares issued on SolarArise 43% acquisition:
In
August 2022, AEIT completed the acquisition of 43% of SolarArise.
Completion comprised of consideration of US$30.2 million, settled
through the issue of 26.0 million ordinary shares at US$1.16035 per
share and cash of US$2.7 million that was paid by SolarArise to the
Indian tax authorities on behalf of the sellers.
Gross proceeds received in subsequent placing:
The number of
shares subsequently increased from 141.4 million to 175.7 million
during Q4 2022 pursuant the placing of shares for cash that closed
on 16 November 2022 raising gross proceeds of US$35.3 million.
Change In fair value of investments:
The change of -US$47.0 million
represents the decrease in fair value of the underlying investments
relative to their acquisition prices. This is outlined further in note 9 to
the Financial Statements. The fair value of the Company’s investments
held on the balance sheet as at 31 December 2022 only includes
the fair value of NISPI. Given the likely value of the crystallised abort
Asian Energy Impact Trust plc |
Annual Report 2022
26
Financial Review
Continued
liabilities on the RUMS project (see page 17 for further details), it has
been assumed that a market participant would look at the SolarArise
platform in its entirety and would write the value of SolarArise
as a whole down to US$nil. This represents a total abort liability of
US$27.8 million (100% basis).
Onerous contract provision:
At 31 December 2022, the Company
had a commitment to purchase the remaining 57% of SolarArise.
This transaction completed in January 2023 for a total consideration
of US$38.5 million. Based on the 31 December 2022 valuation of
SolarArise, the value of 57% of SolarArise was significantly lower than
the consideration payable, and effectively US$nil, and, therefore,
an onerous contract has been recognised in the Company’s
balance sheet. See note 13 to the Financial Statements for further
information.
Other Company-level costs:
This relates to the Company-level
costs incurred in the period of US$3.5 million, offset by FX gains of
US$1.7 million. Included in these costs are exceptional costs incurred
following the temporary share suspension of US$1.2 million, relating
to the 31 December 2022 valuations and the finalisation of the 2022
audit. See note 4 to the Financial Statements.
Income
In accordance with the Statement of Recommended Practice: Financial
Statements of Investment Trust Companies and Venture Capital Trusts
(“SORP”) issued in July 2022 by the Association of Investment Companies
(“AIC”), the statement of comprehensive income differentiates between
the ‘revenue’ account and the ‘capital’ account, and the sum of both items
equals the Company’s profit for the year. Items classified as capital in
nature either relate directly to the Company’s investment portfolio or are
costs deemed attributable to the long-term capital growth of the Company.
In the period ended 31 December 2022, the Company’s total revenue
was negative US$85.5 million comprising of the movement of fair value
of investments (US$47.0 million) and an onerous contract provision
recognised in respect of the purchase price of the remaining 57% of
SolarArise (US$38.5 million). The operating expenses included in the
statement of comprehensive income for the year were US$3.3 million.
These comprise US$1.4 million Former Investment Manager fees and
US$3.5 million operating expenses offset by US$1.7 million net foreign
exchange gains in the period. The details on how the Former Investment
Manager’s fees were charged are as set out in note 19 to the Financial
Statements.
Ongoing charges
The ongoing charges ratio (“OCR”) is a measure, expressed as a
percentage of average net assets, of the regular, recurring annual
costs of running the Company. It has been calculated and disclosed in
accordance with the AIC methodology, as annualised ongoing charges
(i.e. excluding acquisition costs and other non-recurring items) divided
by the average published undiluted NAV in the year. For the period
ended 31 December 2022, the OCR was 2.5%. The OCR is an APM and its
calculation is detailed on page 111.
Financing
The Company does not have any debt. However it is permitted to have
debt within its underlying investments. Per the Company’s investment
policy, gearing should not exceed 65% of the Adjusted GAV, with the
Company targeting gearing of below 50% in the medium term. External
debt financing is only at the level of the Indian solar portfolio and, as
at 31 December 2022, this comprised outstanding principal amounts
of US$45.9 million (pro rated for economic ownership), representing a
leverage ratio of 27%, increasing to 46% on a committed basis (including
100% of SolarArise).
Dividends
During the period, interim dividends totalling US$1.9 million were paid
(0.44 cents per share paid in respect of the period from IPO to 31 March
2022 in June 2022, 0.44 cents per share paid in respect of the quarter to
30 June 2022 in September 2022 and 0.44 cents per share paid in respect of
the quarter to 30 September 2022 in December 2022).
Post the period end, a further interim dividend of 1.18 cents per share
was declared in respect of the quarter to 31 December 2022 and paid in
May 2023, and therefore dividends of 2.5 cents per share were paid in
respect of the period under review.
2022
Annual Report & Accounts |
STRATEGIC REPORT
27
Impact Report
Impact highlights
32
Providing financial returns through clean energy generation
Clean energy generated –
MWh
85,199
EU Taxonomy alignment
33
100%
Installed operational capacity –
MW
100 – SolarArise
32 – NISPI
Providing environmental returns through GHG emission avoidance
Equivalent UK cars taken off
the road – No.
34,427
GHG emissions avoided –
tCO
2
e
62,770
Providing environmental returns through GHG emission avoidance
Employment directly
supported full time equivalent
(“FTE”) jobs – No.
148
Contributing to UN SDGs
32
These metrics have been proportioned to account for AEIT’s share of the SolarArise and NISPI assets during the reporting period.
33
This calculation excludes cash held by the Company.
Asian Energy Impact Trust plc |
Annual Report 2022
28
Impact and ESG approach
Objective
The Company delivers on climate change mitigation through its investments. Nowhere is it more urgent to invest in renewable energy solutions that
provide an alternative to polluting fossil fuels and coal than in Asia. The Company’s investments in sustainable energy target these rapidly growing and
emerging economies where greenhouse gas emissions (“GHGs”) continue to grow rapidly. The investee companies within the investment portfolio
address the climate change mitigation priorities set out in those countries’ Nationally Determined Contributions (“NDCs”) under the Paris Agreement
on Climate Change, and efforts to achieve the United Nations Sustainable Development Goals (“UN SDGs”). The investment strategy finances renewable
energy generation and avoids GHG emissions, while having a positive impact in the communities in which it invests.
As a result of this inherently green contribution, the Company was awarded the Green Economy Mark by the London Stock Exchange in December 2021. In
2022 AEIT was also classified as an Article 9 financial product with a sustainable objective under the EU Sustainable Finance Disclosure Regulation (“SFDR”).
2022 highlighted the challenges of realising global ambitions to rapidly transition to the low-carbon and resilient economic trajectories that climate
science shows to be both imperative and overdue. Despite geopolitical shocks, such as the war in Ukraine that forced a new focus on energy security at
all costs and commodity price volatility, there was significant momentum around climate action in the Company’s target markets.
Country
Commitments to renewable energy transition in 2021 and 2022
Bangladesh
Updated NDC targets in 2021 to lower GHG emissions by 7% by 2030, largely through renewable energy.
34
Indonesia
US$10 billion in public finance and US$10 billion in private finance from the Just Energy Transition Partnership with the US, Japan and
European countries over the next five years (from 2022), to peak power sector emissions by 2030 and to increase carbon emission
reduction targets by 25%.
35
Vietnam
Just Energy Transition Partnership to mobilise US$15 billion in public and private finance.
36
Philippines
35% renewable energy by 2030, and 50% by 2040. In 2021, committed to a 75% emissions reduction by 2030, and moratorium on new
coal power.
37
India
New NDCs, strengthening its 2030 emissions intensity target to 45% below 2005 levels, and 50% of electricity from non-fossil fuel
energy sources and net zero emissions by 2070.
38
Approach
The Company integrates environmental, social and governance (“ESG”) risk management into its due diligence and management systems and applies a
triple-return approach that considers social and environmental objectives alongside the financial returns of the Company.
Financial return
39
Environmental return
Social return
Providing shareholders with attractive dividend
growth and prospects for long-term capital
appreciation.
Protecting natural resources and the
environment.
Delivering economic and social progress, through
job creation and contribution to UN SDGs.
The Investment Manager supports investee companies in monitoring and reporting on mandatory Principle Adverse Impact (“PAI”) indicators
established under the SFDR framework, and a range of additional ESG-related indicators, as part of its approach to active investment management.
Impact Report
Continued
The Company uses a set of key performance indicators (“KPIs”) that aims to balance economic, environmental and social considerations, aligning the
triple-return approach to the impact areas of generating clean energy, avoiding emissions and supporting quality jobs. The KPIs are listed below:
Impact Area
Metric
Unit
Definition
Definition framework
Financial return:
Generating clean
energy
Installed operational
capacity
MW
Total amount of energy the portfolio can transmit
as of the end of the reporting period
IRIS+. Energy Capacity (PD3764).
New energy capacity
added
MW
Amount of new energy capacity connected to the
grid during the reporting period
IRIS+. Energy Capacity Added
(PI9448)
Energy generated
for sale
MWh
Amount of energy generated
and
sold to
offtaker(s) during the reporting period
IRIS+. Energy Generated for Sale:
Renewable (PI5842)
Environmental return:
Avoiding emissions
Avoided emissions
tCO
2
e
Avoided emissions from renewable energy
generation estimated using standardised grid
emission factor per MWh.
IFI Joint Methodology for Renewable
Energy Accounting approach
Social return: Quality
Jobs
Jobs in directly
financed companies
Number of
FTE jobs
Number of full-time equivalent employees
working for enterprises financed or supported by
the organisation as of the end of the reporting
period, aligned with HIPSO Direct Jobs Supported
(Operations and Maintenance)
IRIS+. Jobs in Directly Supported/
Financed Enterprises. (PI4874)
34
https://www.global-climatescope.org/markets/bd/.
35
https://www.reuters.com/business/cop/us-japan-partners-mobilise-20-bln-move-indonesia-away-coal-power-2022-11-15/.
36
https://www.reuters.com/business/energy/g7-vietnam-reach-155-bln-climate-deal-cut-coal-use-sources-2022-12-14/.
37
https://www.reuters.com/business/environment/philippines-raises-carbon-emission-reduction-target-75-by-2030-2021-04-16/.
38
https://climateactiontracker.org/countries/india/targets/#:~:text=Target%20Overview,capacity%20to%2050%25%20by%202030.
39
The Board is continuing undertaking a strategic review of the options for the Company’s future. The
outcome of the strategic review is likely to result in changes to the Company’s target financial
return. For further information on the strategic review, see page 7.
2022
Annual Report & Accounts |
STRATEGIC REPORT
29
Beyond the Company contributions to these selected impact KPIs, investments support a range of positive contributions in the communities where
the Company operates assets, including through ancillary corporate social responsibility efforts. These additional sustainability contributions are also
monitored and highlighted in this impact report.
Financial return: generating clean energy
The financial return target, in particular yield through dividends, is contributed to through the generation of clean energy and the operational
performance of assets. Put simply, with all other things being equal, the more green energy an asset produces, the better the financial returns for
investors through receiving revenue for the electricity that is sold. In this respect, there is no trade-off between financial returns and positive impact
through avoided emissions.
In looking through the impact lens, financial returns are generated though the installed operational capacity and the resulting clean energy generated,
and these returns are sustainable through the alignment to the EU Taxonomy.
The following KPIs are proportionally based on 43% ownership of SolarArise from 19 August 2022 and 40% ownership of NISPI.
Installed operational
capacity – MW
100 – SolarArise
32 – NISPI
Clean energy generated –
MWh
85,199
EU Taxonomy alignment
100%
In 2022 the investment portfolio comprised interests in 313 MW of installed operational capacity. The proportional share of this was 132 MW of generating
capacity which generated 85,199 MWh of clean renewable energy in the Philippines and India in 2022. This clean energy generation is equivalent to
providing 41,954 people in the Philippines and 52,080 people in India with clean electricity. This directly supports the Philippines’ and India’s NDCs, helping
to address their climate mitigation priorities.
Equivalent number of people provided with clean electricity
Considering post period completions on the remaining 57% equity share in SolarArise (including the decision in October 2023 to proceed with the RUMS
project) and a 99.8% equity share in VSS, the generation potential of the operational AEIT portfolio increases to an estimated 704,757 MWh/year in 2024.
Potential MWh contribution of AEIT’s operational portfolio following post period completions
31 December 2022
13 January 2023
(SolarArise remaining 57%
acquisition)
31 May 2023
(VSS 99.8% acquisition)
March 2024
(Construction of RUMS project
completed)
471 MW
704,757 MWh operational
potential/year
738,938
people powered
132 MW
85,199 MWh generated
in past year
94,034 people powered
265 MW
399,662 MWh operational
potential/year
424,220 people powered
271 MW
404,548 MWh operational
potential/year
425,963
people powered
40
On the basis of: IEA 2020. Average per capita electricity consumption in Philippines (0.84 MWh).
41
On the basis of: IEA 2020. Average per capita electricity consumption in India (0.96 MWh).
Impact Report
Continued
41,954
in the Philippines
40
52,080
in India
41
Asian Energy Impact Trust plc |
Annual Report 2022
30
The Company aims for 100% alignment of sustainable investments with the EU Taxonomy. In some cases, bringing infrastructure assets into alignment
with the full requirements of technical screening criteria may be part of the value addition of the acquisition. Investee companies may also make
substantial contributions to other environmental objectives of the EU Taxonomy. To ensure no significant harm to biodiversity and ecosystems,
environmental screening is conducted for all investments. Physical climate risk and vulnerability assessments have been completed for all investee
company sites by an external consultant. Investee companies will continue to develop longer term climate change risk management plans as part of
their ongoing ESG management approach.
As at 31 December 2022 100% of existing investments made a significant contribution to climate change mitigation and were aligned with the
EU Taxonomy.
This analysis was conducted by the Former Investment Manager, and reviewed by the ESG Committee and Transitional Investment Manager, drawing
on publicly available information and proprietary data sets, and information provided directly by investee companies. Where necessary, inputs from
third-party technical advisors may be reflected.
Improving the resilience of the investment portfolio is another way to ensure long-term financial returns. Climate change is a daily lived reality at the
renewable energy sites operated by investee companies, which are located in some of the most climate vulnerable regions of the world. The Company’s
efforts to assess climate risk and develop scenarios for its investment portfolio are discussed as part of its ‘Task Force on Climate- Related Financial
Disclosures’ on pages 42 to 45 of this Annual Report.
The EU Taxonomy
The EU Taxonomy was published in 2020, the culmination of an extensive effort to develop a shared framework for defining environmentally
sustainable activities across the European Union. The EU Taxonomy specifies six environmental objectives:
climate change mitigation;
climate change adaption;
protecting marine and water resources;
transitioning to a circular economy; preventing pollution;
protecting and restoring biodiversity and ecosystems
The EU Taxonomy is a critical element of the EU’s Sustainable Finance Action Plan, and has a central role in the EU SFDR which requires definition of
the extent to which investments with an environmentally sustainable objective will meet EU Taxonomy requirements.
Impact Report
Continued
2022
Annual Report & Accounts |
STRATEGIC REPORT
31
Environmental return: avoiding emissions
Through investments in renewable energy, the Company protects natural resources and the environment, directly avoiding greenhouse gas emissions.
The following KPIs are proportional based on 43% ownership of SolarArise from 19 August 2022 and 40% ownership of NISPI.
Avoided emissions-
tCO
2
e
42
40,928 - SolarArise
21,842 - NISPI
GHG intensity of investee
companies -
tCO
2
e/US$m
35.87
Equivalent cars taken off the
road in the UK
43
34,427
The total 85,199 MWh of clean energy generated resulted in a total of 62,770 tonnes of avoided CO
2
emissions. This is equivalent to 34,427 cars taken
off the road in the UK for a year.
Considering post period completions on the remaining 57% equity share in SolarArise (including the decision in October 2023 to proceed with the
RUMS project) and a 99.8% equity share in VSS, the potential contribution of AEIT’s operational portfolio to carbon avoided emissions increases
substantially to 568,164 tCO
2
e/year in 2024
44
.
Potential tCO
2
e avoided emissions and impact from AEIT’s operational portfolio following post period completions
31 December 2022
132 MW
62,770 tCO
2
e avoided
in past year
34,427 UK cars off
road
13 January 2023
(SolarArise remaining 57%
acquisition)
265 MW
319,567 tCO
2
e avoided
potential/year
175,272 UK cars off road
March 2024
(Construction of RUMS project
completed)
471 MW
568,164 tCO
2
e avoided
potential/year
309,725 UK cars off road
31 May 2023
(VSS 99.8% acquisition)
271 MW
322,171 tCO
2
e avoided
potential/year
176,700 UK cars off road
The Former Investment Manager engaged with its investee companies to measure their GHG emissions. Some GHG emissions will inevitably be
associated with investments even though they help avoid emissions that would otherwise result if the same electricity was produced using fossil fuels.
2022 carbon footprint
During the reporting period, the Former Investment Manager engaged with an external advisor to help calculate the first GHG emissions footprint and
this has been reviewed by the Transitional Investment Manager and recommended by the ESG Committee for approval by the Board. The Company
has quantified and reported its carbon footprint using guidance from the Partnership for Carbon Accounting Financials’ (“PCAF”) 2022 ‘Global GHG
Accounting and Reporting Standard for the Financial Industry’ (‘Financed Emissions Standard’). The PCAF ‘Financed Emissions Standard’ was developed
with the purpose of providing financial institutions with transparent, harmonised methodologies to measure and report emissions in conformance
with the requirements of the ‘Greenhouse Gas Protocol Corporate Value Chain (Scope 3) Accounting and Reporting Standard’. The Company has
consolidated its approach for carbon accounting using guidance from the operational control approach for unlisted equity. Additionally, for SolarArise,
the Company received a carbon footprint for the whole 2022 calendar year. As such, SolarArise’s emissions have been proportioned to AEIT’s stake
and pro-rated from 19 August 2022, the date of investment and the pro-rated share of NISPI’s emissions are considered. More detail on how different
activities were allocated to different scopes is laid out below:
Scope
Portfolio (‘financed’)
emissions (tCO
2
e)
Company emissions
(tCO
2
e)
Total emissions
(tCO
2
e)
Percentage of total
(%)
1 – Direct emissions
22.98
0.00
22.98
1
2 – Indirect emissions
191.49
0.00
191.49
7
3 – Indirect emissions
1,909.10
490.71
2,399.81
92
Carbon footprint - Scope 1, 2, 3
2,123.57
490.71
2,614.29
100
Impact Report
Continued
42
Carbon avoided is calculated using the International Financial Institution’s approach for harmonised GHG accounting.
43
Equivalent cars is calculated using a factor for displaced cars derived from the UK government GHG Conversion Factors for Company reporting.
44
These calculations are based on the operational asset’s ‘generation potential’, which is based on the operational asset’s ‘P50’ yield assumptions for the next available full operational year
(including asset degradation that occurs naturally over the asset’s lifetime and the ‘hair cut’ included in the 31 December 2022 valuation models).
Asian Energy Impact Trust plc |
Annual Report 2022
32
Scope 1 emissions are primarily associated with on-site fuel combustion.
In 2022, Scope 1 emissions accounted for the smallest proportion of
the investment portfolio’s carbon footprint. This figure reflects limited
use of on-site combustion due to the 2022 portfolio consisting solely
of operational solar assets. Scope 2 emissions are associated with
imported electricity to the solar portfolio, and accounted for 7% of its
total emissions. The Company, as a legal entity, has no direct employees,
owned or leased real estate, or direct assets, and therefore the Company
has no Scope 1 or 2 emissions.
Scope 3 emissions account for the majority of emissions, making up
92% of the total carbon footprint. These emissions are associated with
activities that are indirectly associated with the Company and its portfolio
investments. The Company’s emissions relate to AEIT’s purchased goods
and services (for example the emissions relating to the Company’s legal
services and the Former Investment Manager’s services) and AEIT’s
Board travel. In line with the PCAF methodology, all of the portfolio
Scope 3 emissions for these various activities are captured by the GHG
Protocol’s Scope 3 Category 15 – Investments, also known as ‘financed
emissions’. The majority of financed emissions are related to purchased
goods and services, fuel- and energy-related activities (not included in
Scope 1 and 2), travel and waste.
In 2022, the carbon intensity was 19.76 tCO
2
e/MW capacity. This includes
Scope 1, 2 and 3 of the whole of AEIT’s emissions. Absolute emissions
will continue to grow as the Company invests into more assets, with the
relative proportion of Scope 1 emissions likely to increase as construction
assets are added to the portfolio. The weighted average carbon intensity
(“WACI”) in 2022, which represents the emissions intensity per million
US Dollars of revenue generated, was calculated to 35.87 tCO
2
e/ US$m
revenue.
Data quality
The Company recognises the challenges in measuring its GHG emissions
for its sites and activities. In particular:
quality and availability of data collected for conversion calculations
can significantly impact the accuracy of the final emissions output;
and
availability and specificity of emissions factors used to convert data
into related emissions can also impact the validity of final emissions
output.
In 2022, the Former Investment Manager received a combination
of physical activity-based data and spend-based data for Scope 1 and
2 activities and spend data only for Scope 3 activities. Spend-based
emissions factors are typically derived on industry average greenhouse
gas emissions, and therefore are less specific than activity-based
emissions factors. In addition, spend-based emissions factors for the
Philippines were not available, and therefore the external advisor
calculated the majority of the NISPI portfolio’s emissions using its
default French emission factors. Given that the majority of emissions
were calculated via spend-based emissions factors and that there was
a lack of appropriate emissions factors for the geographic locations of
the investment portfolio, the Transitional Investment Manager has low
confidence in the precision of these emission calculations.
Supply chain visibility and quantification, and the availability of
appropriate emissions factors are considerable challenges facing
companies seeking to calculate and report on their carbon footprint.
Given the difficulties in capturing and calculating the carbon footprint,
the Transitional Investment Manager will continue to develop and refine
its methodology, working with asset management service providers to
reduce reliance on spend data and with carbon consultants to improve
the specificity of emissions factors.
Impact Report
Continued
2022
Annual Report & Accounts |
STRATEGIC REPORT
33
Social return: quality jobs
The Company aims to contribute to delivering economic and social progress and help build resilient communities through supporting jobs and
contributing to the UN SDGs.
Employment - directly
supported full time equivalent
jobs
148
Number of UN SDGs
contributed to
4 – SDGs 7, 8, 13, 15
As at 31 December 2022, the investment portfolio (proportioned by share) supported 5 FTE salaried jobs at its investee companies and 143 FTE
contractor positions. While the FTE employee numbers remained largely stable throughout 2022, contractor numbers at SolarArise reduced in Q4 2022
as scheduled maintenance work concluded.
FTE employee opportunities
supported
5
FTE contractor employment
opportunities supported
143
Considering the post-period completion on the remaining 57% equity share in SolarArise (which was a committed investment before the end of the
period), the potential contribution of the portfolio to total supported jobs increases substantially to 287
45
.
The vast majority of both direct and contractor jobs were occupied by men. Gender pay-gap analysis was not possible in most cases given no female
employees at the investee companies. A substantial gender pay gap was reported at one investee company, with the average daily gross pay for men
being 51% higher than women. Attracting and retaining diverse talent, including female employees, remains a challenge. No targets have been set in
the reporting period.
No major health and safety incidents resulting in lost working time were reported on any of the investee company sites in 2022. This may have resulted
from the proactive efforts to promote health and safety understanding, including mandatory health and safety training for contractors and other
workers at operating solar sites.
Adherence with global standards and guidelines on human rights and good governance, such as the UN Principles on Business and Human Rights
and the OECD Guidelines for Multinational Enterprises, are key to the Company’s commitments. All investee companies in the investment portfolio
established grievance mechanisms through which any stakeholder could raise concerns about their project implementation frameworks. In 2022 no
complaints related to adherence with these frameworks were reported to the Former Investment Manager. The Transitional Investment Manager will
continue to work closely with investee companies to identify and action areas where implementation of these frameworks can be further enhanced,
make information about the functioning of these mechanisms more readily available, and establish appropriate policies to promote respect for human
rights in all activities, including with their suppliers.
Our commitment to enhance impact opportunities is reflected by the partnerships NISPI has made with the Philippines Department of Environment
and a local organisation in Negros. This collaboration is introducing stingless bees in Mt. Kanla-on Natural Park to support honey production and
boost biodiversity. Meanwhile, NISPI’s Agrovoltaics program combines food agriculture with solar plants, yielding peanuts and allowing goats to
graze for additional income. Future collaborations with community-focused NGOs are planned to maximise agricultural potential and benefit the
local community.
45
This calculation excludes potential jobs created during the construction phase of RUMS project and estimates the number of jobs supported by considering a 40% share of jobs supported at NISPI
during Q4 2022 and a 100% share of jobs supported at SolarArise during at 31 December 2022.
Impact Report
Continued
Asian Energy Impact Trust plc |
Annual Report 2022
34
Contribution to UN SDGs
Through its investments and additional impact activities, the Company made active contributions to four UN SDGs as outlined below.
AEIT contribution to UN SDG targets
Affordable and clean energy
7.2: Reducing India’s and the Philippines’ reliance on fossil fuels through renewable energy generation by AEIT’s
assets.
Decent work and economic growth
8.5: Achieve productive employment and decent work, illustrated by the 148 jobs supported by the portfolio and the
additional income generated for locals through the robotics program at NISPI.
8.8: Protecting labour rights and promoting safe and secure working environments for all workers through policies
and grievance mechanisms and health and safety training.
Take urgent action to combat climate change and its impacts
13.1: Strengthening resilience of portfolio to climate-related hazards through climate risk analysis and monitoring.
13.2: Contributing to national strategies to increase share of renewable energy to the grid in the fight against climate
change
Life on land
15.5: Reduce the degradation of natural habitats and loss of biodiversity, protecting and preventing impacts to
threatened species and other local flora and fauna through the implementation of environmental screening and
monitoring at AEIT’s assets and the delivery of additional initiatives such as the introduction of bees in Mt. Kanla-on
National Park.
Impact Report
Continued
2022
Annual Report & Accounts |
STRATEGIC REPORT
35
Risk appetite
The Board is ultimately responsible for defining the level and type of risk
that the Company considers appropriate, ensuring it remains in line with
the Company’s investment objective and investment policy that sets out
the key components of its risk appetite. The Company’s risk appetite is
considered in light of the emerging and principal risks that the Company
faces, including having regard to, amongst other things, the level of
exposure to power prices, gearing and financing risk and operational risk.
Risk management
The Company’s risk management framework is overseen by the Audit
and Risk Committee, comprising independent non-executive Directors.
The Company’s risk management policies and procedures do not aim to
eliminate risk completely, as this is neither possible nor commercially
viable. Rather, they seek to reduce the likelihood of occurrence, and
ensure that the Company is adequately prepared to deal with risks and
minimise their impact if they materialise.
Procedures to identify principal or emerging risks:
The purpose of the risk management framework and policies adopted
by the Company is to identify risks and enable the Board to respond to
risks with mitigating actions to reduce the potential impacts should the
risk materialise. The Board regularly reviews the Company’s risk matrix,
with a focus on ensuring appropriate controls are in place to mitigate
each risk. The risk management framework was implemented at IPO and
has been in place for the period under review and continues to be in
operation.
The following is a description of the procedures for identifying principal
risks that each service provider highlights to the Board on a regular basis.
• Alternative Investment Fund Manager:
The Company has appointed
Adepa Asset Management S.A to be the Alternative Investment Fund
Manager of the Company (the “AIFM”) for the purposes of UK AIFM
Directive. Accordingly, the AIFM is responsible for exercising the risk
management function in respect of the Company. As part of this the
AIFM has put in place a Risk Management Policy which includes stress
testing procedures and risk limits. As part of this risk management
function, the AIFM maintains a register of identified risks including
emerging risks likely to impact the Company. This is updated quarterly
following discussions with the Investment Manager and presented to the
Board for review and challenge.
• Investment Manager:
Portfolio Management has been delegated by
the AIFM to the Investment Manager. The Investment Manager provides
a report to the Board at least quarterly on asset level risks, industry
trends, insight to future challenges in the renewable sector including
the regulatory, political and economic changes likely to impact the
renewables sector.
• Brokers:
Brokers provide regular updates to the Board on Company
performance, advice specific to the Company’s sector, competitors and
the investment company market whilst working with the Board and
Investment Manager to communicate with shareholders.
• Company Secretary and Auditors:
Brief the Board on forthcoming
legislation/regulatory change that might impact on the Company. The
Auditor also has specific briefings at least annually.
Risk and Risk Management
Procedures for oversight:
The Audit and Risk Committee undertakes a quarterly review of the Company’s risk matrix and a formal review of the risk procedures and controls in place
at the AIFM and other key service providers to ensure that emerging (as well as known) risks are adequately identified and, so far as practicable, mitigated.
The Board has completed a robust assessment of the company's emerging and principal risks, including:
(a) a description of its principal risks;
(b) what procedures are in place to identify emerging risks; and
(c) an explanation of how these are being managed or mitigated.
Following the issues that came to light during the audit of the 2022 Annual Report and Financial Statements, the Audit and Risk Committee has reflected
on risks that have subsequently crystallised and the steps it has taken and changes it has made as a result. These are detailed in the table below:
Crystallised risk
Impact of crystallisation
Steps taken/changes made
Valuation process
Temporary share suspension
due to a material uncertainty
regarding the fair value of the
Company’s assets
Identified
errors
and
inaccuracies
in
the
prior
period valuations
A detailed review of the key assumptions included in the financial models and
the valuation methodology for the Company's operational assets in India and the
Philippines which had been prepared by the Former Investment Manager carried out
by an independent third-party, PwC
Inaccurate or aggressive valuation assumptions identified by the Company following
this review have been updated in line with best practice and market standards
Introduction of a SolarArise holding company model to accurately reflect asset
management costs, Indian tax liabilities and cash repatriation out of India
Replacement of the Former Investment Manager effective 31 October 2023 by the
Transitional Investment Manager
Replacement of the former independent valuer
Appointment of PwC as an independent valuation expert to provide a private
independent opinion on the reasonableness of the valuations that are prepared by the
Transitional Investment Manager in respect of the 31 December 2022 and subsequent
valuations
Commenced a review of value optimisation strategies with Transitional Investment
Manager
Asian Energy Impact Trust plc |
Annual Report 2022
36
Risk and Risk Management
Continued
Crystallised risk
Impact of crystallisation
Steps taken/changes made
Asset valuations
Large decreases in the NAV
when subsequent valuations
carried
out
using
less
aggressive assumptions in line
with best practice and market
standards
Replacement of the Former Investment Manager effective 31 October 2023 by the
Transitional Investment Manager
Updated valuation process as detailed on prior page
The Transitional Investment Manager has additional controls in place for any
conflicted transactions
Reliance on
third-party service
providers (Company
and asset level)
Valuations based on inaccurate
or
aggressive
assumptions
subsequently being updated
in line with best practice and
market standards, leading to a
large decline in the NAV
Inherited
asset
structures
that do not optimise cash
extraction
by
AEIT,
thus
requiring reorganisation
Asset management contracts
have not been formalised
Reports from whistleblowers
of
key
information
being
withheld
from
the
Board,
particularly
with
regard
to
the cost and funding of the
proposed
construction
of
the RUMS project and the
potential penalties that could
result from aborting it
Replacement of the Former Investment Manager effective 31 October 2023 by
the Transitional Investment Manager. The Transitional Investment Manager has a
comprehensive due diligence process that should flag pre-construction risks at the
point at which commitments were made
The Transitional Investment Manager is currently undertaking a review of governance
procedures across all of the investment portfolio to propose potential improvements
to the Board
The former independent valuer has stepped down and PwC have been appointed
as the independent valuation expert to provide a private independent opinion on the
reasonableness of the valuations that are prepared by the Transitional Investment
Manager in respect of the 31 December 2022 and subsequent valuations
The Board, which had embedded itself in the detail of the Company’s activities, has
ensured, in so far as possible, that the new service providers have been given the
appropriate handover and information to carry out their duties
Getting in place appropriate asset management agreements is a priority for the
Transitional Investment Manager
Changes made to SPV governance to ensure that the Board is aware of all
commitments made in the underlying investments prior to signing
Construction risk
Changes in macro-economic
factors from the commitment
date
to
the
construction
commencement
date,
such
as the increase in solar panel
prices (and EPC costs) and the
changes in FX rates
Commitments made without
the Board being made aware
of all associated risks of the
project
Appointment of independent legal advisors to review potential abandonment liabilities
associated with the RUMS project and determine probability of crystallisation
Appointment of an independent India-based financial adviser to advise the Board
on the options for the RUMS project, including proceeding with construction and
aborting it, and the associated risks of each option
Appointment of an independent technical advisor, Fichtner, to oversee the RUMS
project and provide independent reports to the Transitional Investment Manager and
the Board
Generation
Operational assets acquired
underperformed against P50
technical assumptions
Appointment of independent technical advisor, Sgurr, to conduct refreshed
due diligence on the P50 technical assumptions to validate or update modelled
assumptions in 31 December 2023 and subsequent valuations
Pending receipt of the Sgurr report, a reduction has been applied to the P50 yield
assessments used for the 31 December 2022, 30 June 2023 and 30 September 2023
valuations to reflect
observed historical underperformance of the operational assets
when compared with the level of generation assumed at the time of acquisition
2022
Annual Report & Accounts |
STRATEGIC REPORT
37
Principal risks and uncertainties
The Board has defined principal risks that have the potential to materially impact the Company’s business model, reputation or financial standing.
The Board considers the following to be the principal risks faced by the Company along with the potential impact of these risks and the steps taken to
mitigate them.
External economic, political and climate risk factors for the Company
– external risks that could impact the income and value of the
Company’s investments
Risk
Potential impact
Mitigation
Foreign currency
The Company’s functional currency is US Dollars (USD), but
the Company’s investments are based in countries whose
local currency is not USD.
Therefore, changes in foreign currency exchange rates may
affect the value of the investments due to adverse changes in
currencies or dividend income from the investment portfolio
may be less than expected when received in US Dollars.
While the Company does not hedge translational risk on
the valuation of the investment portfolio, the Company may
hedge revenues which are to be received by the Company
in currencies other than the US Dollar and used to fund
dividend payments to shareholders.
The
Investment
Manager
monitors
foreign
exchange
exposures using short and long-term cash flow forecasts. The
Company’s portfolio concentrations and currency holdings
are monitored regularly by the Board, AIFM and Investment
Manager.
Interest rates
While most borrowing arrangements are on fixed rate terms,
the timing of entering into such agreements when interest
rates are increasing, may lead to reduced project returns and
a lower valuation of the investment portfolio.
Where rates are variable, rising rates could lead to adverse
debt-cover ratios.
Refinancing of such borrowings may also be at higher interest
rates than expected resulting in lower returns and decreased
revenue flows to AEIT.
Macro level changes in interest rates may affect the valuation
of the investment portfolio by impacting the valuation
discount rates and could also impact returns on any cash
deposits.
The Company seeks to maintain a leverage ratio of below
65% of Adjusted GAV.
The Company seeks to limit its exposure to interest rate
volatility and therefore the investee companies fix the
finance costs at the date of signing.
Interest rate assumptions are reviewed and monitored
regularly by the AIFM and Investment Manager in the
valuation process. Debt cover ratios are monitored monthly
at the investee company level.
Inflation
The expenditure of the Company’s investments are frequently
partially index-linked and therefore any discrepancy with the
Company’s inflation expectations could impact positively or
negatively on the Company’s cash flows.
The India portfolio currently has a non-index linked fixed
price revenue stream over the life of the asset presenting the
risk that high-cost inflation could cannibalise returns.
Inflation assumptions are reviewed and monitored regularly
by the AIFM and Investment Manager in the valuation
process.
Tax
Changes to the existing rates and rules could have an adverse
effect on the valuation of the investment portfolio and levels
of dividends paid to shareholders.
The Company considers tax matters at the point of
investment and actively considers forthcoming changes in
the jurisdictions in which it operates and has tax advisors to
ensure it is abreast of any upcoming changes to tax legislation
and rates, and can implement necessary changes.
Investment in multiple jurisdictions diversifies exposure
to individual country regulations and hence risk. During
the period, the Board commissioned additional tax advice,
particularly in relation to SolarArise.
Reputation
Events over the course of 2023, namely the temporary share
suspension, the decline in the Company’s NAV and public
allegations raised by the Board and Former Investment
Manager
can
impact
the
Company’s
reputation
and
ultimately have an adverse effect on shareholder returns.
Since the temporary share suspension, the Board has worked
tirelessly to finalise the December 2022 valuations, complete
the 2022 Annual Report and work with the Auditor to finalise
the 2022 financial audit as soon as practicable. In doing
so, the Board has appointed external advisors to perform
detailed reviews; has actively and transparently engaged with
shareholders notifying them of issues as soon as they arise
and has made positive changes to improve the Company’s
future and outlook. See page 73 for further information.
Government policy or
regulatory changes
Relevant government support for the transition to clean
affordable energy in the countries in which the investment
portfolio is situated may change or decrease. Changes to
government policy may lead to changes in tax incentives,
auction processes for PPAs, and other contracting and pricing
mechanisms for renewable energy, which could lead to
opportunities being commercially unviable or unattractive
which may lead to lower returns or slower deployment of
capital.
The Company aims to hold a diversified investment portfolio,
and a diversified set of electricity sale arrangements within
target countries, so that it is unlikely that all assets will be
affected equally by any single potential change in regulation
or policy. Country level investment strategies have assessed
government commitments to scaling up low carbon energy
and taking ambitious action on climate change, and the
Investment Manager and investee companies monitor policy
developments closely.
Additionally, the investment portfolio does not benefit from
any revenue subsidies.
Risk and Risk Management
Continued
Asian Energy Impact Trust plc |
Annual Report 2022
38
Risk
Potential impact
Mitigation
Climate change
Further detail can be
found in the TCFD
disclosures on pages 42
to 45
Climate-related risks relate to transition risks and physical
risks.
The prominent transition risk relates to oversupply of
renewable energy over time, which may cause downward
pressure on long-term power price forecasts setting lower
capture prices, including the risks associated with periods of
negative power prices and power price volatility in markets
This could ultimately lead to a shortfall in anticipated
revenues to the Company.
The prominent physical risks relate to long-term changes
to weather patterns, which could cause a material adverse
change to an asset’s energy yield from that expected at the
time of investment. Physical risks associated with acute and
chronic temperature change could lead to flooding, storms
and typhoons, and high winds. This could damage equipment
and force operational downtime resulting in reduced revenue
capability and profitability of the portfolio of assets.
Climate risk assessments are undertaken for each asset in the
portfolio as part of the investment process and screening for
EU Taxonomy alignment.
There is growing demand for consistent, comparable,
reliable, and clear climate related financial disclosure from
many participants in financial markets. The Board, AIFM
and Investment Manager have included TCFD as part of the
Company’s Annual Report which provides a detailed analysis
of risks and opportunities associated with climate change.
Internal risk factors for the Company
– internal risks that could impact target returns and result in Company objectives not being met over the
longer term.
Risk
Potential impact
Mitigation
Availability of pipeline
investments
A deterioration of the investment pipeline may impact
the ability to commit and deploy capital into suitable
opportunities in the expected time frame. Competition in
the infrastructure market remains strong which could limit
the ability of the Company to acquire assets in line with
target returns, or incur abort costs where transactions are
unsuccessful.
Both deployment risks could ultimately impact shareholder
returns.
The Board and Investment Manager oversee the investment
pipeline and abort exposure and frequently monitor its
progress in relation to Company targets.
There will be no further investment acquisitions until the
strategic review has concluded.
Investment restrictions
Failure to comply with the investment restrictions may arise
due to foreign currency movements, construction over-
spend, asset allocation or failure to deploy capital in a timely
manner.
Breaches of investment restrictions may result in lower
returns than expected, lower dividend income or reputational
damage.
The
Board
monitors
compliance
through
information
provided by the Investment Manager, Company Secretary
and AIFM on a quarterly basis or prior to commitment of
capital. The assessment of potential or actual breaches
to investment restrictions forms part of the Board’s risk
management framework.
The decision to proceed with the RUMS project may result in a
breach of the single country limit and as a mitigation measure
shareholder and FCA approval was sought, and received, to
amend the investment policy. Further information can be
found on page 12.
Conflicts of interest
The appointments of the AIFM and Investment Manager
are on a non-exclusive basis and each of the AIFM and
Investment Manager manages other accounts, vehicles and
funds pursuing similar investment strategies to that of the
Company. This has the potential to give rise to conflicts of
interest.
Asset transfers between funds managed by the Investment
Manager give rise to potential conflicts of interest.
There are possibilities for the Board to have conflicts of
interest.
The AIFM and Investment Manager have clear conflicts of
interest and allocation policies in place. Transactions where
there may be potential conflicts of interest follow these
policies.
Conflict of interest policies are also in place at the Board and
Company levels.
The Board, AIFM and Investment Manager are responsible
for establishing and regularly reviewing procedures to
identify, manage, monitor and disclose conflicts of interest
relating to the activities of the Company.
Reliance on Company
level third-party service
providers (crystallised
risk post period)
The Company has no employees and therefore it has
contractually delegated to third-party service providers the
day-to-day management of the Company.
A deterioration in the performance of any of the key service
providers including the Investment Manager, AIFM and
Administrator could have an impact on the Company’s
performance and there is a risk that the Company may
not be able to find appropriate replacements should the
engagement with the service providers be terminated.
In particular, the Company relies on the experience and
recommendations of the Investment Manager for the
achievement of its investment objective.
All third-party service providers are subject to ongoing
oversight by the Board and AIFM and the performance of
the key service providers is reviewed on a regular basis.
The Board’s Management Engagement Committee (the
“MEC”) performs a formal review process at least once a
year to consider the ongoing performance of the Investment
Manager
and
other
service
providers
and
makes
a
recommendation on the continuing appointments. See pages
70 and 71 for the outcome of the MEC.
As explained under ‘Procedures for oversight’ on page 35,
following the reliance on third-party service provider risk
crystallised post-period, changes have been made to further
mitigate the crystallisation of this risk in the future.
Risk and Risk Management
Continued
2022
Annual Report & Accounts |
STRATEGIC REPORT
39
Risk
Potential impact
Mitigation
Valuations process
(crystallised risk post
period)
The valuation of the investment portfolio is dependent
on financial models which utilise certain key drivers and
assumptions: principally discount and local inflation rates,
near and long-term electricity price outlooks and the amount
of electricity generated and sold.
Some assumptions and projections are based on the
experience and judgement of the Investment Manager.
Actual results may vary significantly from the projections
and assumptions which may reduce the valuations and
profitability of the Company leading to reduced returns to
shareholders.
Errors may occur in financial models.
It is Company policy to include sign off by an independent
third-party on the quarterly valuations provided by the
Investment Manager. Valuations are reviewed by the Audit
and Risk Committee and approved by the AIFM and Board
before adoption in the quarterly results.
As explained under ‘Procedures for oversight’ on page 35,
following the valuation process risk crystallised at the period
end, changes have been made to further mitigate the
crystallisation of this risk, at the time of both acquisitions of
investments and subsequent valuations, in the future.
Environmental, Social
and Governance (“ESG”)
Policy
Material ESG risks may arise such as health and safety, human
rights, bribery, corruption and environmental damage that
may impact shareholder returns.
If the Company fails to adhere to its public commitments and
policies as stated in its SFDR pre-contractual disclosures and
its Triple Return commitment, this could result in shareholder
dissatisfaction and adversely affect the reputation of the
Company.
The Board has put in place an ESG Committee to specifically
review and monitor ESG-related polices, processes and risks.
ESG risk consideration is embedded in the investment cycle.
Ongoing operational and construction ESG risk management is
reviewed periodically by the Investment Manager, who works
closely with asset managers on ESG and impact standards and
reporting.
Further details on the ESG Committee can be found on
page 69.
Cyber security
Attempts may be made to access the IT systems and data
used by the Investment Manager, Administrator and other
service providers through a cyber-attack or malicious
breaches of confidentiality that could impact the Company’s
reputation or result in financial loss.
Cyber security policies and procedures implemented by
key service providers are reported to the Board and AIFM
periodically to ensure conformity.
Thorough third-party due diligence is carried out on all
suppliers engaged to service the Company.
All providers have processes in place to identify cyber security
risks and apply and monitor appropriate risk plans.
Compliance with
relevant laws,
regulations and rules
Failure to comply with any relevant laws, regulations and rules,
including section 1158 of the Corporation Tax Act 2010, the
rules of the FCA, (including the Listing Rules and the Prospectus
Regulation Rules), the Companies Act 2006, the UK Market
Abuse Regulation, AIFMD, Accounting Standards and the
General Data Protection Regulation, could result in financial
penalties, loss of investment trust status, legal proceedings
against the Company and/or its Directors or reputational
damage.
The
Board
monitors
compliance
with
relevant
laws,
regulations and rules and associated information provided
by the Company Secretary, AIFM and Investment Manager
on a quarterly basis and the assessment of associated risks
forms part of the Board’s risk management framework. All
parties are appropriately qualified professionals and ensure
that they keep informed with any developments or updates
to relevant laws, regulations and rules.
Risk factors for the investment portfolio
– risks that could adversely impact the portfolio’s performance and, as a result, the ability to achieve the
Company’s objectives and target returns over the longer term.
Risk
Potential impact
Mitigation
Power prices
Revenues of certain investee companies in the investment
portfolio are wholly dependent on the wholesale electricity
market price achieved and therefore such revenue is subject
to volatility.
The income and value of the Company’s investments may
be adversely impacted by changes in the prevailing market
prices of electricity and/or prices achievable for offtaker
contracts.
There is a risk that the actual prices received vary significantly
from the model assumptions, leading to a shortfall in
anticipated revenues to the Company and dividends payable
to shareholders.
The Investment Manager will seek to acquire assets which
have a PPA in place, or obtain a PPA to ensure visibility of
revenue streams. It is targeted that more than 75% of an
investee company’s revenue, on an aggregated basis, will be
secured by a mid to long-term PPA therefore minimising the
impact of declining energy prices.
Model assumptions are based on quarterly reports from a
number of independent established market consultants
to inform on the electricity prices over the longer term. A
new policy has been adopted by the Company, effective for
the 31 December 2022 and subsequent valuations, to blend
at least two wholesale electricity spot market price curves
as prepared by market advisors that are reputable in these
markets. See page 20 for further details
Capital structure
The ability to extract cash efficiently from the underlying
investee companies is imperative to maximise the value of
the Company’s Investment portfolio.
The risk that cash extraction is delayed/trapped due to
inefficient capital structures can decrease the value of the
underlying investments.
The Transitional Investment Manager has ensured that
the underlying valuation models reflect the current capital
structure of the underlying investments.
Assumptions have been made within the underlying valuation
models with regard to capital restructuring and the timing
required to put these into effect. The sensitivity of delays in
this timing are shown on page 24.
Risk and Risk Management
Continued
Asian Energy Impact Trust plc |
Annual Report 2022
40
Risk
Potential impact
Mitigation
Credit risk
Some investee companies may have one offtaker therefore
increasing the concentration of credit risk. Late or non-
payment of sales invoices issued by the investee companies
may lead to lower cash flows and revenues received by the
Company.
Prior to taking part in the auction process for a PPA, the
Investment Manager diligences and assesses the credit risk
of an offtaker to conclude on credit worthiness.
Where possible, late interest payment terms will be included
in offtake agreements.
The Investment Manager ensures asset managers monitor
outstanding balances and actively chase non-payments.
Construction (crystallised
risk at the period end)
Construction projects carry the risk of over-spend, supply
chain risk, delays or disruptions to construction milestones,
connection failures, changes in market conditions and/
or inability of contractors to perform their contractual
commitments,
all
of
which
could
impact
Company
performance. These include, but are not limited to:
-
increase in prices of component parts (for example solar
panels)
-
legislative changes impacting the construction timeline
or construction cost
-
inaccurate
assessment
of
aborting
projects
post-commitment
Where an investment is made in a construction phase asset,
it must have an offtake agreement in place; the land for the
construction must be identified or contractually-secured
where appropriate; and all relevant permits must have been
granted.
The Investment Manager carries out due diligence on
any external third-party construction contractors prior to
engaging. Its ESG due diligence processes also support efforts
to anticipate and manage construction related risks.
Construction of the RUMS project detailed on page 17 has
seen a number of these risks being crystallised. The Company
has appointed an independent technical advisor, Fichtner, to
oversee the construction going forward.
Generation
The volume of solar irradiation available on a given day is out
of the Company’s control and this is a risk on the performance
of the assets.
Inconsistent irradiation may have a significant effect on
performance of the investment portfolio if actual electricity
generation is significantly different from the assumptions
made in the commercial model. This may negatively impact
project returns or expected dividend income.
Additionally, the investment portfolio may be subject to the
risk of interruption in grid connection or irregularities in
overall power supply infrastructure.
Circumstances
may
arise
that
adversely
affect
the
performance of the relevant renewable energy asset.
These
include
health
and
safety,
grid
connection,
material damage or degradation, equipment failures and
environmental risks.
The
Company
utilised
technical
consultants
prior
to
acquisition to advise on the assumptions which should be
made regarding volume and its impact on performance for
each investment and to minimise downtime.
The Investment Manager works with investee companies
to stay informed of grid and supporting infrastructure
maintenance
arrangements,
and
liaises
with
relevant
operators to seek to anticipate and minimise interruptions.
The investee companies have in place insurance to cover
certain losses and damage.
The Company will seek to diversify the renewable energy
technologies it invests in to achieve a consistent generation
profile across the investment portfolio.
The Board has appointed an independent technical advisor,
Sgurr, to review the technical assumptions associated with
each asset in the portfolio.
Reliance on asset level
third-party service
providers
The performance of some investee companies may be
dependent on external O&M service providers and/or
asset managers in remote locations and relies upon them
performing their duties with the required skill or level of care.
Prior to entering into a service contract, the Investment
Manager carries out due diligence on third-party suppliers to
assess reputation, experience and breadth of the local team.
The Investment Manager seeks to include service level
metrics in O&M agreements with minimum production,
overall plant performance metrics and health and safety
targets at a minimum.
It is now understood that asset management agreements are
outstanding on some portfolio assets and this is a priority for
the Transitional Investment Manager.
Cyber security
Attempts may be made to access the IT systems and data
used by the third-party asset managers through a cyber-
attack or phishing attempts that could result in financial loss.
Processes in place and training for the Transitional Investment
Manager to mitigate risks associated with receiving emails
from bad actors.
Third-party due diligence is carried out on asset managers
engaged to manage investment portfolio.
Further financial risks are detailed in note 18 to the Financial Statements.
Risk and Risk Management
Continued
2022
Annual Report & Accounts |
STRATEGIC REPORT
41
Emerging risks
The Board is of the opinion that these are the principal risks, but mindful of their obligations under the changes made to the AIC Code of Corporate
Governance issued in February 2019, the Board has also considered emerging risks which may impact the forthcoming six-month period. These include:
Internal risk factors for the Company
- risks that impact target returns and result in Company objectives not being met over the longer term.
Risk
Potential impact
Mitigation
Changes in key service
providers
Post the period end the Board has appointed OEGEN as
Transitional Investment Manager for an initial six-month period.
There is a risk that these service providers fail to get up to speed
on the Company’s affairs as quickly as required and are not able
to deliver to the targets they have been set by the Board.
The Board has embedded itself in the detail of the Company’s
activities and ensured in so far as possible, that the new
service providers have been given the appropriate handover
and information to carry out their duties.
Both PwC and the Transitional Investment Manager are
experienced in their relevant fields and were appointed
on the basis of their experience, track record and depth of
knowledge.
Strategic review
At the General Meeting held on 19 December 2023, shareholders
voted against the proposal for the winding-up of the Company
and appointment of liquidators.
Consequently, the Board is continuing with its strategic review
of the options for the Company’s future, which is expected to be
concluded by the end of the first quarter of 2024.
At this stage, based on the information currently available,
the most likely outcome of the strategic review
is a proposal
for either the relaunch of the Company, potentially with a
new investment objective, investment policy, target returns
and/or Investment Manager but maintaining the impact-led,
Asian focus, or a managed wind-down and subsequent
winding-up of the Company. In either of the expected
scenarios, as a consequence of the Company’s current size,
the Company is likely to have a higher ongoing charges ratio
than its renewable energy investment company peers.
The outcome of the strategic review will be subject to
shareholder approval. Until such time as shareholders have
approved proposals for the Company’s future, the Company’s
future will remain uncertain, and this could adversely affect
the price at which the shares trade once the temporary share
suspension has been lifted.
Irrespective of the outcome of the strategic review, the Board
and Transitional Investment Manager are focussed on, in
particular:
developing plans to maximise the
value of the current
investment portfolio by developing remediation plans
to
address
asset-specific
performance
issues
and
optimisation plans for the capital structures within the
investment portfolio; and
having regard to the increase in the Company’s ongoing
charges ratio as a result of its substantially reduced size,
undertaking a review of all of the Company’s costs with
the objective of making cost savings where appropriate.
Any recommendation to relaunch the Company will be subject
to the Board, with its advisers, having completed a thorough
analysis of the recommended proposal, with a particular focus
on the proposed investment strategy, the proposed Investment
Manager’s relevant investment experience and track record and
marketing capabilities and resources available to the Company,
prospective returns risks and risk management and whether,
overall, the proposal offers a compelling investment proposition
for both existing and prospective investors to enable the
Company to scale up its size significantly over time.
Any recommended proposal for a managed wind-down
will seek to achieve an appropriate balance between
optimising shareholder value and timely return of capital to
shareholders.
Risk and Risk Management
Continued
Asian Energy Impact Trust plc |
Annual Report 2022
42
Compliance statement
The Company has complied with the requirements of LR 9.8.6(8)R by
including climate-related financial disclosures consistent with the TCFD
recommendations and recommended disclosures except for quantitative
information around climate risks and opportunities alongside transition
plans as required by TCFD Strategy principle (b), and accurate Scope 3
emission data as required under Metrics and Targets principle (b), as set
out on page 32. The Company will work to provide this information as
soon as practically possible.
Kristine Damkjaer
ESG Committee Chair
22 January 2024
Governance
a) Describe the Board’s oversight of climate-related risks and
opportunities
Addressing climate change through investment in renewable energy in fast
growing and emerging economies in Asia is the essence of the investment
strategy. The Board has established a delegated ESG Committee to review
and monitor ESG-related matters, which include climate-related risks. The
ESG Committee meets at least two times a year and reports back to the Board
to provide recommendations for how sustainability should be considered
within the Company Strategy. The Committee understands climate change
issues and sought support from external advisors to supplement its work.
The Company embeds climate change within its triple return investment
strategy through investments into assets that support the transition to
a low carbon economy, or which mitigate the effects of climate change.
The Board have considered climate change as an integral component of
the investment objective and have defined the Company as an Article 9
Fund under the SFDR, targeting 95% of investments to be aligned with
the EU Taxonomy’s Climate Change Mitigation criteria. In 2022, as part
of the Company’s annual EU Taxonomy alignment assessment, the Board
instructed the Former Investment Manager to appoint an external advisor
to undertake climate change assessments on AEIT’s portfolio to identify
climate related risks and potential mitigation strategies. These reports
have been reviewed by the ESG Committee as part of preparing this report.
The Audit and Risk committee (“ARC”) also considers climate change
as part of its oversight of investment processes. The ESG Committee
and ARC work closely to oversee climate-related disclosures and agree
remedial measures. Climate change risk is included within the Company’s
risk register.
b) Describe management’s role in assessing and managing climate-
related risks and opportunities
The Former Investment Manager had an ESG Monitoring and Stewardship
Committee and considered climate change as part of its remit. Climate
risk assessments were completed for prospective investments reports
were shared with the Former Investment Manager, and opportunities
to build resilience around investments were considered. The Transitional
Investment Manager will continue to assess climate risks and consider
opportunities for mitigation for existing and prospective investments.
Strategy
The Company aims to finance climate action by investing in sustainable
energy and the business model is expressly designed to accelerate the
low-carbon transition in Asian emerging economies, both benefitting
from and reinforcing efforts to act on climate change. As highlighted
in the ‘Impact Report’ section of this Annual Report, the investment
portfolio has contributed to climate change mitigation. The Company
invests in some of the most climate-vulnerable countries in the world,
and is seeking to assess and manage climate risk, and foster resilience
through its investment strategy.
a) Describe the impact of climate-related risks and opportunities the
organisation has identified over the short, medium and long term
The Former Investment Manager coordinated a transition risk analysis,
with external specialist support using an independent sustainability
advisor’s Climate Risk and Impacts Solutions Platform, based on transition
scenarios from the International Energy Agency (the “IEA”) and aligned
with Intergovernmental Panel on Climate Change (IPCC) scenarios under
three time-horizons: 2025, 2030 and 2040. These time-horizons have
been selected to reflect the asset lives. The IEA Announced Pledges
Scenarios (“APS”) was used as the low-carbon scenario, and assumes that
all climate commitments made by governments around the world will be
met in full and on time. APS assumes global warming will reach 1.7
0
C by
2100. The IEA Stated Policies Scenario (STEPS) was used as the business-
as-usual carbon scenario which reflects current sector-by-sector and
country by country assessment of the existing policies that are in place.
STEPS assumes global warming will reach 2.5⁰C by 2100. The transition
assessment considered transition indicators including eight opportunity
indicators (carbon price, national decarbonisation plans, per capita
emissions, annual investment in renewables, solar PV power generation,
biomass power generation, battery storage capacity, reputation) and one
risk indicator (increase in critical metals demand). The choice of these
indicators was driven by the IEA model used to support the transition
risk assessment.
Physical climate risk analysis was performed for each of the investee
company sites using the external specialist’s proprietary physical risk
screening tool. Using the IPCC’s 2021 Sixth Assessment Report scenarios,
a low and high greenhouse gas emissions scenario (SSP1-2.6 and SSP5-
8.5) were selected under three time-horizons: baseline, 2030 and 2050.
On this basis, four key hazards were identified: tropical cyclones, water
stress & drought, wildfire weather, and extreme heat, which are expected
to increase in the medium (2030) and long (2050) term. A potential
impact from these hazard types could include increased costs for energy
and water resources. The combined conditions of high temperature, high
wind speed and low humidity may also increase the risk of wildfires.
b) Describe the impact of climate-related risks and opportunities on
the organisation’s businesses, strategy and financial planning
The tables below are a summary of the key material risks and
opportunities that are likely to affect portfolio investments, the
investment strategy and financial planning in the short, medium and long
term. Risks included are those that the Investment Manager estimate
to be potentially significant (e.g. significant revenue decrease, costs
increases NAV decrease, increased cost of capital).
Task Force on Climate-Related Financial Disclosures
2022
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43
Climate-related risks
Time horizon
Risk type
Impact
Short-term (2025)
Policy change and power price volatility:
Climate and sustainable energy policies are evolving and
dynamic in core target markets. These changes are monitored closely as increased efforts to increase
energy supply and the share of renewables in the grid could present itself as a competition risk.
Increased competition for investments may lead to a reduction in financial returns of new projects. In
countries with dynamic markets, there is a risk of renewable energy cannibalisation.
Financial
planning
Grid capacity limitations:
The capacity of local grids in target economies to accommodate large
increases in intermittent energy supply is a concern, given current technical specifications and
management capacities. This may impact the project’s ability to sell its maximum energy generation
potential.
Strategy,
financial
planning
Supply chain risk:
More copper for grids, silicon for solar panels and lithium for battery storage is
required to transition to low-emissions power systems. Rapidly growing critical mineral demand for
clean energy technologies is resulting in supply chain competition, increases in costs, and supply chain
sustainability risk management issues.
Strategy,
financial
planning
Medium-term (2030)
Climate-related hazards:
Risks associated with tropical cyclones are already high, and factored into
asset design in most cases, but may increase. High wind speeds can cause physical damage to sites,
equipment, and vehicles and can lead to increased expenditure for reparations. Extreme heat could
cause a health and safety risk for personnel and could overheat electrical equipment. Flooding can
also lead to physical damage of the assets that will require additional expenditure for reparations and
lost revenue during the reparations period.
Portfolio
investments,
financial
planning
Construction risk:
Climate-related physical risks may also affect construction projects, including
inaccurate assessment of the opportunity, and changes in market conditions linked to climate-related
disruptions.
Portfolio
investments
Technology obsolescence risk:
As more resources and scientific research are dedicated to achieving
net zero goals, new technologies may emerge that could replace current renewables or environmental
infrastructure technologies.
Strategy
Price uncertainty:
A faster than forecast transition to a global renewable energy supply would increase
the penetration of zero marginal cost electricity leading to ‘price cannibalisation’ and could result in
generating assets without long-term PPAs selling their power for less than forecast at investment.
Financial
planning
Long-term (2050)
Climate-related physical risks:
As climate change worsens, portfolio investments could face a
higher likelihood of experiencing extreme weather events, both chronic (for example, altered rainfall
patterns, wildfires, and extreme heat) and acute (for example, more frequent and severe tropical
cyclones, storms, heat waves, droughts, and floods), potentially resulting in more physical damage to
on-site infrastructure and off-site transmission and distribution systems.
Portfolio
investments
Climate-related opportunities
Time horizon
Opportunity type
Impact
Short-term (2025)
National decarbonisation plans:
Target governments remain committed to climate action and
increasing the share of renewable energy in the energy mix. Governments in target countries continue
to offer incentives to invest in the focus technologies, notably solar energy, but also in wind.
Strategy
Demand for renewable energy:
There is a growing demand for renewable energy, and pressure on
businesses and corporations to decarbonise and purchase renewable energy through both regulatory
and climate-related commitments is growing. The investment strategy targets fast growing economies
in Asia, with expanding populations. This increased demand creates short-term opportunities to sell
renewable energy at a premium. An increase in public support for decarbonisation is also poised to
increase demand for impact-focused investment in public markets. Growing demand for baseload
renewable energy power creates new opportunities for pipeline portfolio technologies, such as
biopower.
Financial
planning,
strategy
Integration of new energy technologies including those that address intermittency issues:
Energy
storage technologies, such as lithium-ion batteries, are becoming more widely adopted and efficient,
making it possible to store solar energy for later use. This presents short-term opportunities to provide
more reliable and consistent solar supply.
Portfolio
investments
Medium-term (2030)
Technological advancements:
Can further reduce the levelised cost of energy, and create attractive
new pipeline opportunities. For example, the use of higher-efficiency solar cells can increase the
energy output of solar panels, while reducing the cost per unit of energy produced.
Financial
planning
Carbon pricing and taxation:
Could help direct capital towards renewable technologies and away
from carbon-intensive sources
Strategy
Long-term
(2050)
Continued commitment to decarbonisation and technology innovation:
As the viability and cost
effectiveness of low-carbon sustainable energy solutions become mainstream in emerging Asia, so will
the business model. These may provide opportunities to broaden investment mandate, including by
taking on different approaches and technologies.
Strategy
Task Force on Climate-Related Financial Disclosures
Continued
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Annual Report 2022
44
c) Describe the resilience of the organisation’s strategy, taking into
consideration different future climate scenarios, including a 2°C or
lower scenario
Overall, the Company is well positioned to take advantage of the
investment opportunities that arise from this transition over the short-,
medium- and long-term. The speed and efficiency of the transition
will have a notable effect on the performance of the Company. If
global temperature change is to be limited to a 2°C increase from pre-
industrial levels by 2100, it is expected there will need to be significant
intervention from governments, regulators, and the market. Given the
investment mandate, there is a direct correlation between the transition
to a low-carbon future and the size of the investment opportunity over
the long-term. If temperatures increase beyond 2°C, the physical effects
of climate change will be more severe, creating additional risks for the
assets acquired. Climate-related risks and opportunities on balance
provide more opportunities to the Company than risks to the Company
is likely to benefit from an APS scenario more than the STEPS scenario
pathway.
Risk management
a) Describe the organisation’s processes for identifying and assessing
climate-related risks
Addressing climate change is the central mandate of the Company. With
the support of an independent sustainability advisor and its software
and proprietary tools, the Former Investment Manager completed an
exercise whereby climate-related risks and opportunities to the Company
were identified and assessed. This was reviewed by the ESG Committee.
All principal risks are integrated into the Company’s risk register and
management frameworks.
b) Describe the organisation’s processes for managing climate-related
risks
There are a number of risk mitigation strategies the Company can utilise
to mitigate climate-related risk:
Diversify the investment portfolio across technologies, geographies
and development stage
Carry out diligence and analysis to understand latest trends and
dynamics and status of policy, using external experts where
appropriate
Work with policy makers and regulators to educate and influence
policy and frameworks that accelerate the transition to a clean energy
future, and actively engage with stakeholders and communities to
mitigate resistance to renewable energy assets.
Actively manage and engage with investee companies on climate-
related issues, risks and opportunities, encouraging asset-level
adaptation plans that mitigate most material risks (for example,
ensuring effective insurance cover, diversified supply chains, and
equipment spares)
For example, while the NISPI facilities were not damaged by Super
Typhoon Rai in December 2021 and continuing rain tested the adequacy
of the site drainage system. In response, increased maintenance of the
drainage system was introduced to avoid potential flooding. This paid off
during the 2022 typhoon season in Negros, when, despite severe rains.,
NISPI’s sites were not disrupted.
Site managers at the SolarArise facilities across India are also taking
precautionary approaches: when severe rains or flooding are envisaged,
plants can be shut-down to avoid costly damage that would result in
long-term service disruptions. Major drainage works are also being
undertaken at flood-vulnerable sites, to adapt to increasingly strong
rains, alongside proactive measures to re-wire the plants to make them
more flood resistant.
c) Describe how processes for identifying, assessing, and managing
climate-related risks are integrated into the organisation’s overall risk
management
In 2022, the Former Investment Manager completed comprehensive
physical climate risk assessments for all AEIT’s infrastructure assets to
capture any potential climate-related risks not already considered in
existing risk-management frameworks. These assessments were carried
out with the external specialist in line with EU Taxonomy Do No Significant
Harm requirements, using its proprietary assessment and data tool. The
tool has been developed using best-in-class open-source climate data
and was used to extract data on relevant natural hazards that may have
an impact under present day climate conditions, as well as in the future
climate scenario.
Further monitoring of how severe weather events may affect the
operations of AEIT’s investee companies, and opportunities to reduce
service interruptions will continue to build portfolio resilience against
climate change and help manage risks going forward.
Metrics and targets
a) Disclose the metrics used by the organisation to assess
climate-related risks and opportunities
Opportunity metrics:
The investment strategy is aligned to climate mitigation. Therefore,
the metrics presented below measure the contribution made through
generating clean energy and driving a transition to net zero. These metrics
measure the scale of the climate-related opportunities the Company has
taken advantage of. The following KPIs track this contribution and are
included on pages 29 and 31:
installed operational capacity: MW
clean energy generated: MWh
EU Taxonomy alignment: %; and
GHG emissions avoided: tCO
2
e
Risk metrics:
In 2022, the Former Investment Manager undertook a review of 100%
of infrastructure assets which were screened for physical and transition-
related climate change risks. Portfolio diversification is also a core metric
to monitor climate-related risk.
100% infrastructure assets screened for climate-related risks.
Portfolio diversification, page 18.
Task Force on Climate-Related Financial Disclosures
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2022
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STRATEGIC REPORT
45
b) Disclose Scope 1, Scope 2, and if appropriate, Scope 3 greenhouse
gas emissions, and the related risks
Efforts to measure and manage the Company’s GHG footprint complement
the focus on avoiding GHG emissions by investing in sustainable energy
in fast growing and carbon intensive economies in Asia where demand
for energy continues to soar, as well as its adherence with the highest
standards of good practice for financial products with a sustainability
objective under the EU Sustainable Finance Disclosure Regulation. The
transition risks associated with future constraints on emissions, whilst
not expected to be a high risk for a low-carbon portfolio, can also be
monitored through carbon measurement.
The Former Investment Manager worked with all investee companies
and an external advisor, to account for GHG emissions. The external
advisor is a certified B-Corporation offering support and a software
solution that estimates the GHG emissions associated with financial
expenditures. Disclosure of Scope 1, 2 and 3 emissions can be found on
pages 31 and 32.
c) Describe the targets used by the organisation to manage
climate-related risks and opportunities and performance
against targets
The Transitional Investment Manager has set a climate-related risk
management target to maintain the investment portfolio’s current status
of 100% of infrastructure assets screened for climate-related risks.
2022 was the first year of operation for AEIT. The metrics set out on
pages 31 and 32 set an initial GHG footprint for the Company. Most
investee companies are poised to grow their renewable energy asset
base. As a result, at this stage, quantitative GHG emission reduction
targets which would address any risks in relation to future constraints
on emissions are not being specified. As the infrastructure investment
portfolio becomes more established, the Company will explore the
viability and value addition of setting portfolio level targets given these
risks are not expected to be high for the portfolio. This is expected to
occur in 2024. In the meantime the Transitional Investment Manager has
set a qualitative target to continue to work with investee companies to
improve key elements of GHG measurement related to operations and
maintenance service providers.
A climate-related opportunity management target has already been set
as part of AEIT’s SFDR disclosures. AEIT has a target of 100% alignment of
sustainable investments with the EU Taxonomy.
Key TCFD catch ups and progress throughout 2022
Target
1. 100% of infrastructure assets screened for
climate-related risks.
2. Improve key elements of GHG measurement
related to operations and maintenance service
providers.
3. 100% alignment of sustainable investments
with the EU taxonomy alignment.
Achieved in 2022
1. 100%
2. First carbon footprinting exercise completed
with guidance from an external advisor. Large
proportion of data based on spend data.
3. 100%
46
46
This calculation excludes cash held that is committed and is awaiting deployment.
Task Force on Climate-Related Financial Disclosures
Continued
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46
Stakeholder Engagement
The Board is aware of the need to foster the Company’s business relationships with suppliers, customers and other key stakeholders through its
stakeholder management activities as described below. The Board believes that positive relationships with each of the Company’s stakeholders are
important to support the Company’s long-term success.
Key stakeholders
How we engage
Key communication
Shareholders of AEIT
The Board looks to attract long-term investors
in the Company and, in doing so, it has sought
out regular opportunities to communicate with
shareholders.
The Board communicates with shareholders
through the following ways:
Dialogue with shareholders
Regular market announcements
Dedicated website, providing information
on strategy, performance and investment
portfolio
The Board receives shareholder feedback
after meetings and agrees actions with the
Investment Manager
Material communications to shareholders,
such as NAV announcements, the Annual
and Interim Reports and significant business
events
Regular discussions with and briefings for
investors and analysts on evolution of KPIs
and reporting metrics
Following positive feedback from shareholders
to participate in a further fund raise by the
Company, which led to the subsequent placing
in November 2022
Since the temporary share suspension, the
Board has worked determinedly with the Auditor
to finalise the 2022 Annual Report and Accounts
and the audit as soon as practicable. In doing so,
the Board has actively and transparently engaged
with shareholders, discussing with them issues
as soon as they rise and has made other positive
changes to improve the Company’s future and
outlook.
The next key milestone will be the completion of
the strategic review and the Board will continue
to engage proactively with shareholders, taking
their feedback into account in reaching a
conclusion on the best option for the Company's
future.
Service providers, including the Investment
Manager, AIFM, Administrator and Company
Secretarial and other corporate service providers
Building trusted relationships through an on-going
two way communication and aligned objectives for
growth and development
The Board receives regular reports from the
Investment Manager and maintains ongoing
dialogue
between
scheduled
meetings.
Representatives of the Investment Manager
attend Board and Committee meetings.
To
build
and
maintain
strong
working
relationships,
the
Company’s
key
service
providers are invited to attend quarterly Board
meetings to present their respective reports.
This enables the Board to exercise effective
oversight of the Company’s activities. The Board
also has in place a Management Engagement
Committee that meets annually to review service
provider
performance.
Further
information
on the Management Engagement Committee
can be found in the Management Engagement
Committee Report on pages 70 and 71.
The Company’s Auditor is invited to attend all
of the Audit and Risk Committee meetings and
attends at least one meeting per year. The Chair
of the Audit and Risk Committee maintains
regular contact with the Auditor, Investment
Manager and Administrator to oversee the audit
process.
The Board spends time engaging with the
Company’s key service providers outside of
scheduled Board meetings to develop its working
relationship with those service providers and
ensure the smooth operational function of the
Company.
From the IPO, the Board had endeavoured
to use its collective skills, knowledge and
experience to work collaboratively with and
support the Former Investment Manager, taking
into account the Former Investment Manager’s
lack of prior experience of managing a London-
listed
investment
company,
and
engaged
frequently
with
members
of
the
Former
Investment Manager's team responsible for the
Company, including communicating the Board's
expectations. For further information, see
the
'Annual evaluation of the Investment Manager'
in the Management Engagement Committee
Report on pages 70 and 71 and ‘Evaluation of
the Board post temporary share suspension’ in
the Nomination Committee Report on page 73.
From 1 November 2023, the Company has
appointed a transitional Investment Manager
with clear objectives for its initial term that
runs until April 2024. A key milestone was
reached following the announcement of the 30
September 2023 NAV on 13 December 2023
following a robust valuation process. The Board
was heavily involved in this process and ensured
all parties were made aware of the history of the
investments.
The
Board
has
maintained
constant
communication with the Company’s Auditor
following the temporary share suspension,
making it aware of the steps taken to rectify
historic issues and updated timelines for signing
off the 2022 Annual Report and Accounts and
completing the audit.
2022
Annual Report & Accounts |
STRATEGIC REPORT
47
Key stakeholders
How we engage
Key communication
Asset service providers to the investee companies
Building trusted partnerships through shared
learnings and an ongoing dialogue and aligned
objectives for growth and development
The Investment Manager actively manages asset
level service providers, including third-party
asset managers, operations and maintenance
(‘O&M’) contractors, construction managers,
owners engineers, suppliers, HSE (Health, Safety,
and Environment) contractors and Landowners.
Communications with service providers are
managed across a variety of platforms to ensure
focus on day-to-day operational performance of
the assets. The Investment Manager undertakes
quarterly
meetings
with
external
asset
managers to review performance against service
provisions, weekly calls with all operators and
formal annual contract reviews.
The
Investment
Manager’s
whistleblowing
framework allows employees supported by the
investee companies to confidentially raise any
concerns or issues.
A key focus for the Transitional Investment
Manager
is
reviewing
all
contractual
and
governance
provisions
of
the
local
asset
managers to ensure they are working within
delegated authority frameworks.
Updated technical due diligence is currently
being conducted across all operational sites and
the Transitional Investment Manager will feed
these findings back to the Board and through to
the valuations once available.
Local communities
Making
a
meaningful
contribution
in
the
communities where we invest advances AEIT
impact objective.
Social responsibility engagement by investee
companies is highlighted in the Impact Report.
Strategic
priorities
for
investee
company
community engagement are agreed on a rolling
basis.
Support of investment entity senior management
continuing active dialogue with key stakeholders
within the community.
Active maintenance of grievance mechanisms at
investee companies that enable communities to
engage around any complaints.
The Company received no complaints through
the grievance mechanisms and a key focus
of the Transitional Investment Manager will
be to review the existing impact initiatives on
sites which benefit the local communities to
see if there are any more opportunities for
enhancement.
Stakeholder Engagement
Continued
Asian Energy Impact Trust plc |
Annual Report 2022
48
Section 172(1) statement
The Company provides disclosure relevant to the requirements of section 172(1) (a-f) throughout the Strategic Report. As an externally managed
investment trust, the Company has no employees, however, the Directors assess the impact that the Company’s activities and the delivery of its
investment objective has on its stakeholders as an investor in clean energy generation. These stakeholders can be the employees of the investee
companies within the investment portfolio, co-shareholders, local communities and the end customers or investors.
The Directors confirm that they have acted in good faith to promote the success of the Company for the benefit of shareholders as a whole and have
considered and addressed the references within section 172(1) as below:
S172(1) reference
Reference
a.
the likely consequences of any decision in the long term,
Refer to ‘Chair’s Statement’, ‘Our operating model’, ‘Objectives and KPIs’ and
‘Post Period Updates’ sections of the Strategic Report
b.
the interests of the company's employees,
The Company does not have any direct employees. However, the Board has
widened the assessment to include employees of the investee companies within the
investment portfolio (for example, through collecting people-related KPIs such as
gender pay gap and diversity statistics).
c.
the need to foster the company's business relationships
with suppliers, customers and others,
Refer to the ‘Stakeholder Engagement’ section of the Strategic Report.
d.
the impact of the company's operations on the community
and the environment,
Refer to the ‘Environmental return’ and ‘Social return’ sections of the Impact Report.
e.
the desirability of the company maintaining a reputation for
high standards of business conduct, and
Refer to the first table in this ‘Stakeholder Engagement’ section of the Strategic Report
and the Report of the Management Engagement Committee in the Governance
Report.
f.
the need to act fairly as between members of the company.
Refer to the Impact Report and the first table in this ‘Stakeholder Engagement’
section of the Strategic Report and the ‘Corporate Governance Report’ section of the
Governance Report.
The Board reviews ongoing progress, issues and any updates as part of the quarterly Board meetings through updates from the Investment Manager
and the Brokers. The Investment Manager provides updates on relationships with stakeholders such as co-shareholders, O&M providers and EPC
contractors, where relevant. The Brokers provide updates on communications with shareholders and the Management Engagement Committee
reviews the Company’s relationships with key suppliers. The Company’s risk review framework also facilitates the identification of items relevant to the
section 172(1) statement. During the annual review of the strategy, objectives and processes, the Board assesses the longer –term factors relating to
the Company’s decisions and the implications for the communities and environments in which we invest and operate.
Stakeholder Engagement
Continued
2022
Annual Report & Accounts |
STRATEGIC REPORT
49
Non-financial Information Statement
Non-financial information area
Reference
Environmental matters (including the impact of the Company’s business
on the environment)
See ‘Environmental return’ section on page 31 and 32 of the Impact Report.
The Company’s employees
As a closed-ended investment company, the Company has no direct
employees. Information on indirect employees can be found in the ‘Social
return’ section on page 33 of the Impact Report.
Community issues
See ‘Social return’ section on page 33 of the Impact Report.
Social matters
See ‘Social return’ section on page 33
of the Impact Report.
Respect for human rights
See ‘Social return’ section on page 33
of the Impact Report.
Anti-corruption and anti-bribery matters
See ‘Anti-bribery, anti-corruption and tax evasion’ section on page 55 of the
Directors’ Report
This Strategic Report has been approved by the Board of Directors and signed on its behalf by:
Sue Inglis
Chair
22 January 2024
Asian Energy Impact Trust plc |
Annual Report 2022
50
Board of Directors
Sue Inglis
Chair
Mukesh Rajani
Senior Independent Director
Date of appointment
18 October 2021
Date of appointment
18 October 2021
Committee membership
A
E
M
N
R
Committee membership
A
E
M
N
R
Relevant skills and experience
Sue is an experienced lawyer and corporate financier with comprehensive
investment company sector knowledge and technical expertise from
more than 30 years advising listed investment companies and financial
institutions. Her executive roles included Managing Director – Corporate
Finance in the investment companies team at Cantor Fitzgerald Europe
and investment companies and financial institutions teams at Canaccord
Genuity. Sue was a partner and head of the funds and financial services
group at Shepherd & Wedderburn, a leading Scottish law firm. In 1999
she was a founding partner of Intelli Corporate Finance, an advisory
boutique firm focusing on the asset management and investment
company sectors, which was acquired by Canaccord Genuity in 2009.
Sue retired as an executive in 2018 to pursue a career as a non-executive
director, focusing on investment companies. Sue has previously served on
the boards of several listed investment companies, including NextEnergy
Solar Fund Limited, and was chair of The Bankers Investment Trust PLC.
Relevant skills and experience
Mukesh is an experienced advisory, tax, structuring and audit
professional with more than 40 years of experience. He worked at
PricewaterhouseCoopers (‘PwC’) for 35 years, where he was a partner
for 25 years. During his time at PwC, Mukesh advised leading UK and
international organisations on a broad range of complex business
issues
including
market
assessment,
entry
strategy,
regulatory
requirements, partner selection, mergers, acquisitions, disposals,
business reorganisations, capital markets, tax structuring, tax litigation
and complex cross-border matters. He was a member of PwC’s Emerging
Markets Group and established and led PwC’s India Business Group for
more than 20 years.
Mukesh was previously an independent non-executive director and chair
of the audit committee of the UK India Business Council, an advocacy and
strategic advisory business on a mission to build economic prosperity in
the UK and India.
Mukesh is a Fellow of the Institute of Chartered Accountants in England
and Wales.
Current external appointments
Listed companies:
Sue is the senior independent director of Baillie
Gifford US Growth Trust PLC and Seraphim Space Investment Trust
PLC. She is also the senior independent director and chair of the audit
committee of CT Global Managed Portfolio Trust PLC.
Other significant appointments:
None.
Current external appointments
Listed companies:
None.
Other significant appointments:
None.
Committee membership
A
Audit and Risk Committee
E
ESG Committee
M
Management Engagement Committee
N
Nomination Committee
R
Remuneration Committee
Committee Chair
2022
Annual Report & Accounts |
GOVERNANCE
51
Kirstine Damkjaer
Director
Clifford Tompsett
Director
Date of appointment
18 October 2021
Date of appointment
18 October 2021
Committee membership
A
E
M
N
R
Committee membership
A
E
M
N
R
Relevant skills and experience
Kirstine is a chair and non-executive director at several companies
in Africa, Denmark and the UK. She has over 25 years of international
investment and asset management experience from positions as
non-executive director, CEO of EKF the Danish Export Credit Agency,
Chief Investment Officer and Global Head of Equity at the International
Finance Corporation and Principal with the World Bank Pension Plan and
Endowment.
Kirstine has worked across multiple sectors with a strong focus on the
sustainability and climate investment agendas. Kirstine is a graduate of
the University of Aarhus, Denmark and a Chartered Financial Analyst
(CFA), and has attended trainings at Stanford, IMD, INSEAD and
Copenhagen Business School.
Relevant skills and experience
Clifford is an experienced advisory, transaction and audit professional
having spent his whole career at PricewaterhouseCoopers (‘PwC’),
including the last 26 years as a partner. He has deep experience and
knowledge of work in emerging markets and across a range of sectors
and the execution of complex transactions, including mergers and
acquisitions. He created, built and led PwC’s Global IPO Centre based in
London and with hubs in Hong Kong and New York.
Clifford has previously served as an independent non-executive director
and the chair of the audit committee of three Nasdaq listed purpose
acquisition companies: Kismet Acquisition One Corp, which completed
the US$1.9 billion acquisition of Nexters Inc. an international game
development company in 2021, Kismet Acquisition Three Corp, and
Quadro Acquisition One Corp. He is also a former senior independent
director and chair of the audit and risk committee of Cello Health plc, the
AIM-listed global healthcare advisory company.
Clifford is a Fellow of the Institute of Chartered Accountants in England
and Wales.
Current external appointments
Listed companies:
None.
Other significant appointments:
Kirstine is non-executive chair at
Formuepleje. She is also a non-executive director at Africa Finance
Corporation, PensionDanmark, ResourceDanmark and Bladt Industries.
Current external appointments
Listed companies:
None
Other
significant
appointments:
Clifford
is
an
independent
non-executive director and chair of the audit committee of REED Global
Limited (the recruitment company).
Committee membership
A
Audit and Risk Committee
E
ESG Committee
M
Management Engagement Committee
N
Nomination Committee
R
Remuneration Committee
Committee Chair
Board of Directors
Continued
Asian Energy Impact Trust plc |
Annual Report 2022
52
Directors’ Report
The Directors present their report for the financial period from 1 November 2021 to 31 December 2022.
Information contained elsewhere in this Annual Report
The information listed in the table below is incorporated into this Report by reference.
Information
Section
Page(s)
Business review
Strategic Report
5-49
Financial results
Financial Statements
86-109
Related party transactions
Financial Statements – note 19
106-108
Dividends
Financial Statements – note 7
97-98
Principal risks and uncertainties
Strategic Report – Principal Risks and Uncertainties
37-41
Financial risk management
Financial Statements – note 18
104-106
Post-balance sheet events
Strategic Report – Post Period Updates
14-15
Financial Statements – note 22
109
Likely future developments in the Company’s business
Chair’s Statement – ‘Strategic Review’, ‘Outlook’
5-7
Corporate governance statement
Governance – Corporate Governance Report
57-62
S.172 Companies Act 2006 statement
Strategic Report – ‘S.172(1) statement’
48
Directors
Board of Directors
50-51
Directors’ terms of appointment
Governance – Corporate Governance Report
60
Directors’ remuneration
Governance – Directors’ Remuneration Report
74-75
Directors’ indemnities
Governance – Directors’ Remuneration Report
75
Directors’ interests in shares
Governance – Directors’ Remuneration Report
76
Principal activity
The Company is an investment company as defined in section 833 of the
Companies Act 2006 and operates as an investment trust in accordance
with sections 1158 and 1159 of the Corporation Tax Act 2010. It invests
in a diversified portfolio of sustainable energy infrastructure assets in
fast-growing markets in Asia with the current objectives
47
of:
providing shareholders with attractive dividend growth and
prospects for long-term capital appreciation;
protecting natural resources and the environment; and
delivering economic and social progress, helping build resilient
communities and supporting purposeful activity.
The Company’s operating activities commenced on 14 December 2021
when the Company’s ordinary shares were admitted to trading on the
London Stock Exchange’s Main Market.
Investment trust status
The Company has been approved as an investment trust under
sections 1158 and 1159 of the Corporation Tax Act 2010 with effect
from 14 December 2021. The Company had to meet relevant eligibility
conditions to obtain approval as an investment trust and must comply
with ongoing requirements to maintain its investment trust status,
including, but not limited to, retaining no more than 15% of its eligible
investment income.
The Directors are of the opinion that the Company conducted its affairs
during the financial period under review, and has continued to conduct
its affairs since 31 December 2022, in compliance with the Investment
Trust (Approved Company) (Tax) Regulations 2011. The Directors intend
to continue to conduct the affairs of the Company to enable it to continue
to qualify as an investment trust under sections 1158 and 1159 of the
Corporation Tax Act 2010.
Appointment and replacement of Directors
The rules concerning the appointment and replacement of Directors are
contained in the Company’s Articles of Association, which require that
all Directors shall be subject to re-appointment at the first AGM after
appointment and re-appointment annually thereafter. At the AGM of the
Company held on 30 June 2023, the re-appointment of all Directors was
approved by shareholders.
Capital structure, rights and restrictions
At 1 November 2021, the Company’s issued share capital comprised one
ordinary share of US$0.01 and 5,000,000 redeemable preference shares
of £0.01 each. No shares were held in treasury.
On 14 December 2021, 115,393,126 ordinary shares of US$0.01 each were
issued for cash at US$1.00 per share pursuant to the IPO (gross proceeds:
US$115.4 million). The shares were issued to institutional and retail investors,
as well as the UK Government’s FCDO.
On 22 March 2022, the Company effected a court approved capital
reduction process which included the cancellation of the preference shares
and the related reduction of an amount receivable from related parties of
US$66,000 and the reduction of the share premium reserve and related
transfer to the special distributable reserve of US$112.0 million. The special
distributable reserve is distributable and may be used, where the Board
considers it appropriate, by the Company for the purposes of paying
dividends to shareholders and, in particular, augmenting or smoothing
payments of dividends to shareholders.
Prior to the IPO, the Company agreed to acquire a 43% economic interest
in SolarArise from ThomasLloyd Cleantech Infrastructure Holding GmbH,
ThomasLloyd SICAV – Sustainable Infrastructure Income Fund and
ThomasLloyd Cleantech Infrastructure Fund SICAV, with the consideration
to be settled in ordinary shares of US$.0.01 each. On 19 August 2022,
26,014,349 ordinary shares were issued in settlement of the consideration
due on completion of that acquisition, based on an issue price of
US$1.16035 per share (gross consideration: US$30.2 million). The issue
price represented a discount of 2.5% to the Company’s closing share price of
47
The Board is undertaking a strategic review of the options for the Company's future, and it is expected that the
outcome of the strategic review
will result in changes to the Company's investment
strategy and policy. For further information on the strategic review, see page 7.
2022
Annual Report & Accounts |
GOVERNANCE
53
US$1.190 on 12 August 2022 (the date on which the issue price was fixed)
and a premium of 16.2% to the unaudited NAV per share as at 30 June 2022.
On 18 November 2022, 34,277,228 ordinary shares of US$0.01 each
were issued for cash at US$1.03 per share pursuant to a non-pre-emptive
placing (gross proceeds: US$35.3 million). The placing price represented
a premium of 2.5% to the Company’s closing share price of US$1.005 on
7 November 2022 (the date on which the placing price was fixed). The
shares were issued to institutional investors.
No ordinary shares have been issued since 18 November 2022. No shares
were bought back or held in treasury during the financial period under
review or since 31 December 2022.
At 31 December 2022 (and the date of this Report), the Company’s issued
share capital comprised 175,684,705 ordinary shares and no shares
were held in treasury. The total number of voting rights of the Company
at 31 December 2022 (and the date of this Report) was, therefore,
175,684,705. All of the issued ordinary shares have been admitted to trading
on the premium segment of the main market of the London Stock Exchange.
Shareholders are entitled to all dividends paid by the Company.
On a winding up, provided the Company has satisfied all its liabilities,
shareholders are entitled to the surplus assets of the Company.
Shareholders are entitled to attend and vote at all general meetings of
the Company and, on a poll, to one vote for each ordinary share held.
There are:
no restrictions on the transfer of securities in the Company except:
where the Company is legally entitled to impose such
restrictions, such as restrictions on transfers by Directors and
persons closely associated with them during closed periods;
where the Company’s Articles of Association allow the Board to
decline to register a transfer of shares or otherwise impose a
restriction on shares to prevent the Company breaching any law
or regulation; or
pursuant to a lock-up agreement between the Company and
the Former Investment Manager’s related entities restricting
the transfer of the 26,014,349 ordinary shares issued pursuant
to the acquisition of the 43% economic interest in SolarArise,
which prohibits the transfer of such shares prior to 19 August
2023 except with the prior approval of the Company;
48
no restrictions on exercising voting rights save where the Company is
legally entitled to impose such restrictions, such as if, having been served
with a notice under section 793 of the Companies Act 2006, a shareholder
fails to disclose details of any past or present beneficial interest;
no agreements between holders of securities regarding their transfer
or voting rights which are known to the Company; and
no special rights with regard to control attached to securities in the
Company.
Temporary share suspension
Following the material uncertainty regarding the fair value of the
Company’s investment portfolio as at 31 December 2022, the Company
requested the FCA to suspend the listing of its ordinary shares (with
a corresponding request made to the London Stock Exchange for
a suspension of trading) with effect from 7.30 a.m. on 25 April 2023,
with reference to the FCA's Listing Rule 5.1.2G(3). Following the
announcement of the financial results for 2022 the results need to be
appropriately electronically tagged in compliance with DTR 4.1, before
they can be uploaded to the NSM. Uploading to the NSM is a necessary
step before the Company may apply to the FCA for a restoration of the
listing. The Company is working on the electronic tagging of the accounts,
following which it will apply to the FCA for the restoration of the listing
and will make a further announcement in due course..
Share issue and buy-back authorities
By way of special resolutions passed on 11 November 2021, the Directors
currently have a general authority to allot shares with an aggregate
nominal value of up to US$8.2 billion for cash on a non-pre-emptive
basis. This authority will expire on 10 November 2026. Unless
specifically authorised by shareholders, no issue of ordinary shares on
a non-pre-emptive basis will be made at a price less than the prevailing
NAV per ordinary share at the time of issue.
By way of a special resolution passed on 24 August 2023, the Company was
granted authority to make market purchases up to 14.99% of its issued share
capital. The Company has not bought back any shares under this authority,
which expires at the conclusion of the 2024 AGM. The Company may cancel
bought-back shares or hold bought-back shares in treasury and then sell
such shares for cash. Shares will only be re-sold from treasury at a premium
to the NAV per share. The share issue and buy-back authorities provide the
Company with additional flexibility in the management of its capital base.
Major interests in shares
As at 31 December 2022 and 21 January 2024 (the latest practicable date prior to the publication of this Annual Report), the Company was aware of the
following interests in 3% or more of the voting rights in the Company’s issued share capital.
Investor
31 December 2022
21 January 2024
No. of shares
% of voting rights
No. of shares
% of voting rights
Secretary of State for Foreign, Commonwealth and Development Affairs
32,321,899
18.4
32,321,899
18.4
Brevan Howard Investment Products Limited
29,708,737
16.9
29,708,737
16.9
ThomasLloyd Global Asset Management
26,004,420
14.8
26,004,420
14.8
AllianceBernstein
17,214,584
9.8
16,989,584
9.7
Credit Suisse Private Banking
9,500,000
5.4
11,500,000
6.6
Liontrust Sustainable Investments
8,770,802
5.0
8,770,802
5.0
Schroder Investment Management
8,135,810
4.6
8,135,810
4.6
Privium Fund Management
6,800,000
3.9
6,800,000
3.9
Charles Stanley
6,236,487
3.6
3,871,958
2.2
WH Ireland
5,872,412
3.3
5,691,242
3.2
Directors’ Report
Continued
48
This restriction has since expired.
Asian Energy Impact Trust plc |
Annual Report 2022
54
Directors’ Report
Continued
Going concern
The Company has undertaken an evaluation of its cashflow forecasts and
going concern position, including downside scenarios. This evaluation
demonstrated that the Company has sufficient cash to meet all of its
liabilities within the going concern assessment period, which is a period
of at least 12 months from the date the Financial Statements were
authorised for issue.
In reaching this conclusion, the Directors considered the Company’s net
assets as at 31 December 2022 of US$86.6 million, its cash reserves at
that date of US$115.8 million, consequences of the share suspension and
its recurring operating expenditure requirements, both to date and into
the future. During 2023, the Company paid out all of its commitments as
disclosed in note 21 to the Financial Statements, being US$38.5 million
to acquire 57% of SolarArise in January 2023 and US$3.1 million to
acquire 99.8% of VSS in May 2023, funded the construction of the RUMS
project via a US$20.0 million loan, paid dividends to its shareholders
of US$4.4 million and paid the running costs of the Company. As at 31
December 2023 the Company had cash reserves of US$41.4 million and
AEIT Holdings had cash reserves of US$1.7 million. This cash position has
been used in assessing the Company’s going concern position and cash
flow forecasts.
The Company continues to meet its day-to-day liquidity needs through
its cash resources. Assumed future cash inflows over the going concern
period include the receipt of dividend and interest income from its
underlying investments and the main cash outflows are the ongoing
running costs of the Company and the payment of dividends to its
shareholders. A key priority for 2024 for the Board and Transitional
Investment Manager is to undertake capital restructuring to facilitate
the repatriation of cash out of the underlying investment portfolio.
A downside scenario modelled within the cash flows in the going
concern assessment assume this repatriation is delayed until after the
end of the going concern period (i.e. no dividend or interest income is
received from the Company's investments during that period). Even in
this scenario, the Company has sufficient cash reserves to continue as
a going concern. The cash flow forecasts in the downside scenario also
assume no further investment commitments during the going concern
period. The Company had no outstanding investment commitments at
31 December 2023 and at the date of signing this Annual Report.
The future of the Company relies heavily on the outcome of the current
strategic review of the options for the future of the Company which is
expected to conclude by the end of the first quarter of 2024. At date
of this Annual Report, based on the information currently available,
the most likely outcomes of the strategic review remain a proposal for
either the relaunch of the Company (potentially with a new investment
objective, investment policy, target returns and/or Investment Manager
but maintaining the impact-led, Asian focus) or a managed wind-down.
Shareholders will have the opportunity to vote on the outcome of the
strategic review.
The Board does not intend to declare a dividend in respect of the quarter
ended 31 December 2023, nor does it intend to make any further
acquisitions or commitments prior to completion of, the strategic review.
While the Directors therefore have a reasonable expectation that the
Company has adequate resources to continue in operational existence
for the foreseeable future and the going concern basis of accounting
has been adopted in preparing the Financial Statements, the outcome
of the strategic review as set out above is not within the control of the
Board and is therefore uncertain, and will solely be down to a vote of the
shareholders, who may vote for a managed wind up of the Company.
In light of this shareholder vote and that shareholders may vote for a
managed wind up of the Company, this constitutes a material uncertainty
related to events or conditions that may cast significant doubt on the
Company’s ability to continue as a going concern.
Viability statement
In accordance with the UK Corporate Governance Code and the AIC Code
the Directors have assessed the prospects of the Company over a longer
period than the 12 months required for the going concern assessment.
The Board has assessed the viability of the Company for the period to
31 January 2026. This is a period of approximately two years from when
the 2022 Annual Report and Accounts were approved. In reviewing
the Company’s viability, the Directors are mindful of the ongoing work
surrounding the strategic review referred to under ‘Going concern’ above
and the subsequent shareholder vote on the outcome of the strategic
review, which remains outside of the Directors’ control and therefore
gives rise to a material uncertainty surrounding the going concern of the
Company.
At the date of this Annual Report, based on the information currently
available, the most likely outcome of the strategic review remains a
proposal for either the relaunch of the Company (potentially with a
new investment objective, investment policy, target returns and/or
Investment Manager but maintaining the impact-led, Asian focus) or a
managed wind-down.
Having analysed with the Company’s advisers the initial proposals
received for a relaunch of the Company, the Board will be inviting a
shorter list of potential investment managers to submit final proposals.
Any proposal to relaunch the Company would need to offer a compelling
investment proposition for both existing and prospective investors to
enable the Company to scale up its size significantly over time as, at its
current size, the Company may not have a viable long-term future.
The Board is of the opinion that the ongoing workstreams associated
with a relaunch of the Company, such as establishing an investment
pipeline, making further investments and fundraising will take up to two
years and for this reason a period of two years has been selected for this
viability statement.
Any managed wind-down proposal would seek to achieve an optimal
balance between maximising shareholder value and timely return of
cash to shareholders, before a formal winding up once substantially all
of the Company’s assets have been realised. The Board also expects this
process to take up to two years.
The Board, therefore, believes that the period, being approximately two
years from the signing of the Financial Statements, is an appropriate time
horizon over which to assess the viability of the Company.
In their assessment of the prospects of the Company over this period,
the Directors considered each of the principal risks and uncertainties set
out on pages 37 to 41 and are hopeful that proposals to relaunch the
Company, along with key changes to the Company’s third-party service
providers, will aid the future success of the Company. In assessing the
2022
Annual Report & Accounts |
GOVERNANCE
55
Company’s prospects, the Directors have reviewed cash flow forecasts
to 31 January 2026 which assume no further investment commitments
and that all ongoing costs will be met by the Company’s cash resources
of US$41.4 million at 31 December 2023. The cash flow forecasts for
the viability assessment assume that dividend or interest income will be
received from the Company’s underlying investments, but, even in the
scenario that the Company receives no dividend or interest income from
its underlying investments, the Company will still have sufficient cash to
meet all its liabilities over the Period.
In assessing the viability of the Company, the Board concludes that:
In the event that shareholders vote in favour of a managed wind
down, the Company has the resources to complete this without the
need for further capital and will be able to meet its liabilities as they
fall due.
However, if the shareholders vote in favour of continuation of the
Company, further funding will be needed in order to fund future
investments and meet other liabilities as they fall due.
Dividend policy
The Company pays dividends on a quarterly basis. The Company may,
where the Directors consider it appropriate, use the special distributable
reserve created by the cancellation of its share premium account to
pay dividends. Distributions made by the Company may take either the
form of dividend income or of ’qualifying interest income’ which may be
designated as interest distributions for UK tax purposes.
All dividends are paid as interim dividends. As the Company does not pay
final dividends, shareholders are not provided the opportunity to vote on
the payment of a final dividend. Accordingly, in line with good corporate
governance practice, the Board will ask shareholders to approve the
Company’s dividend policy at each AGM.
In light of the strategic review, the dividend policy of the Company
remains uncertain. The Board does not intend to declare a dividend in
respect of the quarter ended 31 December 2023 prior to completion of
the strategic review.
Streamlined energy and carbon reporting
As an investment company with all its activities outsourced to third
parties, the Company does not have any physical assets, property,
employees or operations of its own and, therefore, the Company’s own
direct environmental impact is minimal. In relation to the Streamlined
Energy and Carbon Reporting (“SECR
ˮ
), implemented by The Companies
(Directors’ Report) and Limited Liability Partnerships (Energy and
Carbon Reporting) Regulations 2018, for the financial period ended
31 December 2022 the Company is considered to be a low energy user
(<40,000 KWh) and, therefore, falls below the threshold to produce an
energy and carbon report.
The energy and emissions metrics for the investment portfolio for the
year ended 31 December 2022 are disclosed in the Impact Report on
page 27.
Modern slavery
The Company is committed to maintaining the highest standards
of ethical behaviour and expects the same of its business partners.
The use of slavery and human trafficking is unacceptable and entirely
incompatible with its ethics as a business. The Company believes that all
efforts should be made to eliminate it from its supply chains.
The majority of services supplied to or on behalf of the Company are
from the financial services, energy and construction industries and other
services associated with those industries. As such, the Company believes
there to be a low risk profile of anyone supplying it directly with services
being involved in slavery and/or human trafficking. The most significant
area of risk for the Company is in relation to its investee companies in
relation to sourcing solar panels as there is widely known evidence to
suggest that a large proportion of the current global polysilicon supply
chain is at high risk of forced labour violations. Polysilicon is the raw
material required to create most solar panels. The Company has put in
place supplier due diligence processes and traceability requirements to
reduce this risk.
Anti-bribery, anti-corruption and tax evasion
It is the Company’s policy to conduct all of its business in an honest
and ethical manner. The Company takes a zero-tolerance approach to
bribery and corruption and is committed to acting professionally, fairly
and with integrity in all its business dealings and relationships wherever
it operates. The Company is committed to ensuring that the Company
and its subsidiaries and investment entities, and anyone contracting with
the Company and its subsidiaries and investment entities (including by
the Investment Manager and other key service providers), comply with
the requirements of the UK Bribery Act 2010 or equivalent legislation in
other jurisdictions.
The Company does not tolerate tax evasion in any of its forms in its
subsidiaries and investment entities. The Company complies with the
relevant UK law and regulation in relation to the prevention of facilitation
of tax evasion and supports efforts to eliminate the facilitation of tax
evasion worldwide. It also works to make sure its business partners share
this commitment.
Donations and contributions
No political or charitable donations were made during the financial
period under review.
Amendment to the Company’s Articles
The Company’s Articles of Association may only be amended by a special
resolution passed by shareholders.
Listing Rule 9.8.4
The FCA’s Listing Rule 9.8.4 requires the Company to include certain
information in a single identifiable section of the Annual Report or a
cross reference table indicating where the information is set out. The
Directors confirm that there are no disclosures to be made in this
regard other than in accordance with Listing Rule 9.8.4(7) (details of an
allotment for cash of equity securities made during the financial period),
the information on which is detailed on page 52 under ’Capital structure,
rights and restrictions.
Directors’ Report
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Disclosure of information to the Auditor
Having made enquiries of key service providers, each of the Directors
holding office at the date of this Report confirms that:
as far as they are aware, there is no relevant audit information of
which the Auditor is unaware; and
they have taken all the steps a Director might reasonably be
expected to have taken to make themselves aware of any relevant
audit information and to establish that the Auditor is aware of that
information.
This confirmation is given and should be interpreted in accordance with
section 418 of the Companies Act 2006.
Auditor
The Company’s Auditor, Deloitte LLP, was appointed prior to AEIT’s IPO
and is willing to continue in office. Resolutions to re-appoint Deloitte LLP
and authorise the Board to determine the Auditor’s remuneration will be
proposed at the forthcoming Accounts General Meeting.
Accounts General Meeting
As the Company was required to hold its 2023 AGM before this Annual
Report was available, a general meeting of the Company will be convened
at which resolutions of a financial nature typically considered at an AGM
will be proposed. The notice of the Accounts General Meeting and
details of the resolutions to be proposed will be contained in a separate
circular to shareholders.
Approval
This Directors’ Report was approved by the Board and signed on its
behalf by:
Sue Inglis
Chair
22 January 2024
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This Corporate Governance Report forms part of the Directors’ Report.
The Company became a member of the AIC with effect from 14 December
2021 following completion of its IPO. As such, the Board has considered
the principles and provisions of the AIC Code of Corporate Governance
(the “AIC Code
ˮ). The AIC Code addresses the principles and provisions
set out in the UK Corporate Governance Code (the “UK Code”), as well as
setting out additional provisions on issues that are of specific relevance
to the Company.
The Board considers that reporting against the principles and provisions
of the AIC Code, which has been endorsed by the Financial Reporting
Council provides more relevant information to shareholders.
The AIC Code is available on the AIC website (www.theaic.co.uk) and the
UK Corporate Governance Code can be found on the Financial Reporting
Council’s website (www.frc.org.uk). The AIC Code includes an explanation
of how it adapts the principles and provisions set out in the UK Code to
make them relevant for investment companies.
Compliance with the AIC Code
Throughout the period ended 31 December 2022, the Company complied
with the principles and provisions of the AIC Code except that the Chair
of the Company is a member of the Audit Committee and is also Chair
of the Nomination Committee. Given the size of the Board of which all
members are independent non-executive Directors and the knowledge
and experience of the Chair, the Directors consider that this is appropriate.
Division of responsibilities
The Board has overall responsibility for the Company’s activities.
However, the Company has delegated or outsourced various matters
to its standing Committees and key service providers, most notably
the AIFM, Investment Manager and Administrator, all of which operate
within clearly defined terms of reference or agreements that set out
their roles, responsibilities and authorities.
Board
The Board provides overall leadership and is collectively responsible for
the long-term sustainable success of the Company, generating value
for shareholders, contributing to the fight against climate change and
benefitting the communities in which our assets are located. Accordingly,
the Board’s principal responsibilities include:
determining the Company’s strategic objectives and risk appetite;
ensuring that the necessary resources are in place for the Company
to meet its objectives and fulfil its obligations to shareholders,
within a framework of high standards of corporate governance and
effective risk management and internal controls;
business conduct and implementation of its key investment,
financial, operational and compliance policies, ensuring they are
aligned with AEIT’s purpose and strategy and the Board’s culture and
values and that any necessary corrective action is taken;
scrutinising
the
performance
of
the
Investment
Manager,
Administrator and other key service providers and holding them to
account;
reviewing the proposed valuations of AEIT’s investments;
ensuring effective engagement with, and encouraging participation
from, shareholders and other key stakeholders; and
providing strategic guidance and offering specialist advice, whilst
providing constructive and effective challenge, especially with
regard to portfolio management.
Matters not delegated or outsourced to Committees and key service
providers are reserved for consideration and approval by the Board
(including those matters listed in a formal schedule of reserved matters
approved by the Board), thus enabling the Board to maintain full and
effective control over strategic issues and all operational matters of a
material nature. The reserved matters include:
approving AEIT’s long-term objectives and any matters of a strategic
nature, including any changes to the investment objective, policy
and restrictions (including those which may need to be submitted to
shareholders for approval) and target returns;
the appointment and removal of key service providers and any
material amendments to the Company’s agreements with them;
approving any other material contracts and agreements entered
into, varied or terminated;
approving any transactions with related parties;
approving Annual and Interim Reports and quarterly NAV and other
financial announcements;
approving the Company’s operating budget;
setting the Company’s dividend policy and approving dividends;
approving the raising of new capital;
approving
prospectuses,
circulars
and
other
shareholder
communications;
Board appointments and removals; and
the Company’s corporate governance arrangements.
The primary focus at Board meetings is a review of investments
and associated matters (such as performance against budget and
KPIs, compliance with investment restrictions, investment pipeline,
investment strategy, projected cash flows, gearing and currency hedging),
financial analyses, share price premium/discount, investor relations
and marketing, industry, legal and regulatory (including corporate
governance) developments and other matters of an operational nature.
Chair
The Chair is Sue Inglis. Her primary role as Chair is to provide leadership
to the Board. The principal responsibilities of the Chair include:
ensuring the overall effectiveness of the Board in directing the
Company;
taking a leading role in setting the Company’s strategic objectives in
conjunction, and through regular interaction with, the Investment
Manager;
facilitating open, honest and constructive debate among Directors
and the effective contribution of all Directors;
ensuring the Company is meeting its responsibilities to shareholders
and other stakeholders; and
engaging with shareholders to ensure that the Board has a clear
understanding of their views.
Full details of the role and responsibilities of the Chair are available on
the Company’s website.
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Senior Independent Director
The Senior Independent Director is Mukesh Rajani. His primary
responsibilities as such are to serve as a sounding board for the Chair,
act as an intermediary for other Directors and be available to respond
to shareholders’ concerns if they cannot be resolved through the
normal channels of communication (i.e. through the Chair). The Senior
Independent Director leads the annual evaluation of the Chair.
Board Committees
The Board has five standing Committees, being the Audit and Risk
Committee, ESG Committee, Management Engagement Committee,
Nomination Committee and Remuneration Committee: Given its size
and the diverse range of skills and experience of the Directors, the Board
has considered it appropriate for all Directors to serve on all standing
Committees.
Details of the principal responsibilities of the Committees are included
in their respective reports on pages 63 to 76 and the terms of
reference of each Committee are available on the Company's website.
The Committees review their terms of reference at least annually,
with any proposed changes recommended to the Board for approval.
Committee Chairs attend AGMs to answer any questions on each of their
Committee’s activities.
The Board may also establish additional Committees from time to time
to take operational responsibility on specific matters. These Committees
ensure that key matters are dealt with efficiently and in a timely manner.
AIFM
The Company is classified as an Alternative Investment Fund under the
EU Alternative Investment Fund Managers’ Directive as incorporated
into UK law (the “AIFMD”) and is, therefore, required to have an AIFM.
The Company’s AIFM is Adepa Asset Management S.A.
The AIFM’s responsibilities include:
portfolio management (which it has delegated to the Investment
Manager);
monitoring and ensuring compliance with the Company’s investment
policy;
risk management;
approval of quarterly portfolio valuations and NAVs; and
ensuring compliance with AIFMD regulations and reporting.
The AIFM is entitled to an annual management fee, subject to a minimum
fee of US$75.000 per annum, at the following rates, based on the NAV
and payable quarterly in arrears:
NAV
Fee rate
Up to US$200 million
0.055%
Between US&200-400 million
0.045%
Between US&400-1,000 million
0.035%
Above US$1 billion
0.025%
The AIFM is also entitled to annual risk management fee and AIFMD
reporting fees of EUR14,500. The AIFM’s appointment is terminable by
either party on not less than six months’ notice in writing.
Investment Manager
The AIFM, with the agreement of the Company, has delegated the
portfolio management of the Company to the Investment Manager. The
Investment Management Agreement between the AIFM, Company and
Investment Manager (the “IMA”) sets out the matters in respect of which
the Investment Manager has authority and responsibility, subject to the
overall control and supervision of the Board. These include:
having full discretion in relation to AEIT’s portfolio management
activities in accordance with AEIT’s investment policy and any other
restrictions imposed in the IMA or by the Board from time to time;
managing cash not yet invested by the Company or otherwise
applied in respect of its operating expenses; and
promoting the Company and investor relations.
In advance of Board meetings, the Investment Manager provides
regular reports, which include operating updates on the Company’s
investments, cash flow forecasts and other relevant information. Senior
representatives of the Investment Manager attend Board meetings. The
Investment Manager is responsible for keeping the Board informed, in a
timely manner, of any material developments arising from its portfolio
management activities or other relevant matters, including interactions
with shareholders and other key stakeholders.
For the period from IPO to 31 October 2023, the Investment Manager
was ThomasLloyd Global Asset Management (Americas) LLC (the
“Former Investment Manager”). Under the relevant IMA, the Former
Investment Manager was entitled to a management fee, details of which
are included in note 19 to the Financial Statements. On 15 September
2023, following the failure of the Continuation Resolution at both
the requisitioned general meeting and the adjourned annual general
meeting held on 24 August 2023, the Board served notice on the Former
Investment Manager terminating the IMA with effect from 31 October
2023. From 1 November 2023, Octopus Energy Generation (“OEGEN”)
was appointed as Transitional Investment Manager to cover an initial
period through to 30 April 2024. For this initial term, the Company will
pay OEGEN a management fee of US$1.35 million. At the end of the
term, at the discretion of the Board, there is scope for OEGEN to earn
an additional management fee of up to US$0.55 million for its services
during the transitional period.
The Board, together with its advisors, is currently conducting a strategic
review of the options for the Company’s future, including the appointment
of an Investment Manager for the period post 30 April 2024.
Administrator/Company Secretary
The Company has appointed JTC UK Ltd as the Company's Administrator
to provide fund accounting, company secretarial and other administrative
services. The Administrator’s responsibilities include:
undertaking the day-to-day financial and administration functions of
the Company, including calculation of the NAV and maintenance of
the Company’s accounting and statutory records;
providing the company secretarial functions required by the
Companies Act 2006;
ensuring that the Company complies with applicable laws, rules and
regulations, including laws and regulations applicable to investment
trusts, the FCA rules applicable to listed investment companies and
the London Stock Exchange rules;
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advising on all governance matters;
supporting the Board and its Committees to ensure that they have
the policies, processes and information they need to function
effectively and efficiently and to enable the Directors to discharge
their responsibilities; and
ensuring that Board and Committee procedures are followed.
In advance of Board meetings, the Administrator provides regular
reports, which include operational information, details of any breaches
or complaints and relevant legal and regulatory, corporate governance
and other technical updates. The Administrator is responsible for keeping
the Board informed, in a timely manner, of any material developments
regarding matters within the scope of its role and responsibilities.
Board and Committee meetings
Regular Board and Committee meetings are scheduled throughout
the year. In addition, valuation meetings are held in advance of each
scheduled Audit and Risk Committee meeting to review preliminary
quarterly valuations of the Company’s investments. Ad hoc Board and
Committee meetings are also held between scheduled meetings in
preparation for or to follow-up after scheduled meetings, to consider
investment proposals and to deal with any other matters arising between
scheduled meetings. Typically, all Directors attend valuation and ad hoc
meetings, although this is not always feasible or necessary and any
Director who is unable to attend a meeting can communicate their views
ahead of the meeting.
Attendance at scheduled meetings
Board
Audit and
Risk Committee
ESG Committee
Management
Engagement
Committee
Nomination
Committee
Remuneration
Committee
No. of scheduled meetings held
5
4
2
1
1
1
Sue Inglis
5
4
2
1
1
1
Mukesh Rajani
5
4
2
1
1
1
Clifford Tompsett
5
4
2
1
1
1
Kirstine Damkjaer
5
4
2
1
1
1
Board composition and succession
Board composition and independence
The Board consists of four non-executive Directors, all of whom were
appointed prior to the Company’s IPO and are (and were on appointment)
independent of the Investment Manager. The Chair and each of the
other Directors is (and was on appointment) also independent when
assessed against the circumstances set out in provision 13 of the AIC
Code. The independence of the Directors is reviewed at least annually by
the Nomination Committee.
The current Board was selected to bring a breadth of skills, knowledge
and experience relevant to the Company’s structure and strategy. Details
of the Directors, including their skills and experience, are set out on
pages 50 and 51.
The composition of the Board is a fundamental driver of its success as
the Board must provide strong and effective leadership of the Company
without any one individual or small group dominating the decision
making. The strong and diverse mix of experienced individuals on the
current Board enables high calibre debate and constructive challenge.
The Board is able to use the skills, knowledge and experience of the
individual Directors to their maximum potential and make decisions
that are in the best long-term interests of the Company. In particular,
the Board uses the Directors' skills, knowledge and experience to
review information provided by the Company's key service providers,
make enquiries, raise challenges and request additional information as
required.
However, as the Directors are all non-executive, the effective
operation of the Board is heavily dependent on receiving accurate,
transparent and timely information (including in response to the Board's
requests for information) from the Company's key service providers and,
in particular, the AIFM, Investment Manager and Administrator.
The Board’s tenure, succession and diversity policies seek to ensure that
the Board continues to be well-balanced and refreshed regularly by the
appointment of new Directors with the necessary skills, knowledge,
experience and personal qualities and who can bring fresh perspectives.
The Board will review the appropriateness of its composition in light
of the outcome of the current strategic review of the options for the
Company's future and, if necessary, make changes to ensure that the
Board has the necessary skills, knowledge and experience to implement
the outcome of the strategic review.
Board diversity
Given the small size of the Board, that it comprises only non-executive
Directors and the Company’s specialist nature as an externally managed
investment company, setting specific diversity targets may provide challenges
when recruiting new Directors. The Board does not consider, therefore,
it appropriate to set specific diversity targets. However, the Directors
acknowledge that diversity in its broadest sense is important to ensure that
the Company can draw on a broad range of backgrounds, skills, experience
and perspectives to achieve effective stewardship of the Company and
the long-term sustainable success of the Company. As explained under
’Appointments to the Board’ below, an integral part of the process for
recruiting new Directors will include, therefore, the consideration of diversity
generally, taking into account gender, social and ethnic backgrounds and
cognitive and personal strengths, as well as skills, knowledge and experience.
The FCA’s Listing Rules now require companies to report on whether they
have met the following targets on board diversity:
at least 40% of the individuals on the board are women;
at least one of the senior board positions (in the case of the
Company, these are the Chair and Senior Independent Director) is
held by a woman; and
at least one director is of an ethnic minority background.
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As shown in the tables below, at 31 December 2022 (and at the date of
this Report), the Company met all of these diversity targets.
Gender diversity
No. of Board positions
% of Board
No. of senior
positions on Board
Male
2
50
1
Female
2
50
1
Ethnic diversity
No. of Board positions
% of Board
No. of senior
positions on Board
White British or
other (including
minority –
white groups)
3
75
1
Asian/Asian
British
1
25
1
As an externally managed investment company with solely non-executive
Directors, the Company does not have a chief executive or a chief financial
officer (both being ’senior positions’ under the relevant FCA Listing Rule)
and has no employees. Accordingly, there are no disclosures about
executive management positions to be included. The information in
the tables above was provided by individual Directors in response to a
request from the Administrator.
Appointments to the Board
The Nomination Committee reviews at least annually the composition
and effectiveness of the Board and its Committees with the objective of
ensuring that these have the appropriate balance of skills, knowledge and
experience required to meet the current and future opportunities and
challenges facing the Company and succession plans are implemented in
an orderly manner. The Nomination Committee makes recommendations
to the Board when it considers that a new Director should be recruited.
Once a decision has been taken by the Board to recruit a new Director, the
Nomination Committee will oversee the recruitment process. At the outset,
the Nomination Committee will review the current balance and diversity of
the Board, taking into account gender, social and ethnic backgrounds and
cognitive and personal strengths, and identify any specific skills, knowledge,
experience and personal qualities that are required to ensure the continued
effective operation of the Board. The Nomination Committee will then set
objective selection criteria to ensure a formal rigorous and transparent
appointment process and protect against potential discrimination.
The Nomination Committee intends to use non-executive director
recruitment consultants and/or open advertising when recruiting new
Directors. The Nomination Committee will seek to ensure that longlists of
candidates should include diverse candidates, taking into account gender,
social and ethnic backgrounds, with the appropriate skills, knowledge
experience and personal qualities. Following the creation of a shortlist of
candidates, the decision-making process will be based on merit, with due
consideration of the objective selection criteria identified.
When considering new appointments, the Nomination Committee
will also take into account other demands on the candidates’ time. In
advance of joining the Board, successful candidates will be asked to
disclose any existing significant commitments with an indication of the
time involved and to confirm that they are able to allocate sufficient time
to the business of the Company and that there are no situations where
they have, or could have, a direct or indirect interest that conflicts, or
possibly could conflict, with the Company’s interests.
Directors are not appointed for any specific term and are subject to
annual re-appointment at AGMs.
Directors’ appointments are reviewed by the Nomination Committee
ahead of their submission for election or re-election, with submission
being contingent on a satisfactory performance evaluation. A Director
may resign, and the Company may terminate a Director’s appointment
at any time, by not less than one month’s notice in writing. The Articles
of Association permit a Director to be removed without prior notice in
certain circumstances. Directors are not entitled to any compensation
payments for loss of office.
At the time of appointment, a new Director receives a letter of
appointment that sets out their duties and obligations. Copies of
the letters of appointment of the current Directors are available for
inspection at the Company’s registered office and at each AGM.
Induction and professional development
Any new Directors will receive an induction on joining the Board covering
the Company’s strategy, policies, operational structure and governance,
which will be coordinated by the Administrator. In addition, new Directors
will be briefed fully about the Company’s strategy and portfolio by the
Investment Manager.
The Administrator is charged with assisting in the ongoing training and
development of all Directors, including providing the Directors with
details of the Company’s regulatory and statutory obligations (and
changes thereto). Directors are able to receive training or additional
information on any specific subject pertinent to their role as a Director
that they request or require. The Directors are encouraged to participate
generally in industry events and to attend any other relevant seminars
and conferences, if necessary at the Company’s expense. Directors’
individual training requirements are considered as part of the annual
evaluation process.
Information and support
To enable the Board to function effectively and the Directors to discharge
their responsibilities, the Directors are regularly updated on investment,
financial, investor and other stakeholder engagement and other matters.
In addition to periodic reporting at scheduled Board and Committee
meetings, the Directors receive, and may request, ad hoc information
from the Investment Manager, Administrator and other key service
providers. As the Directors are all non-executive, the effective functioning
of the Board is heavily dependent on receiving accurate, transparent and
timely information (including in response to the Board's requests for
information) from the Company's key service providers and, in particular,
the AIFM, Investment Manager and
Administrator.
The Directors have access to the advice and services of the Administrator.
In addition, there is a procedure in place for Directors to take independent
professional advice at the Company’s expense should this be required to
aid them in their duties. No such independent professional advice was
sought during the financial period under review.
Time commitment
All Directors are aware of the need to allocate sufficient time to the
Company in order to discharge their responsibilities effectively. Directors
must obtain prior approval from the Board when they take on any
additional external appointments and it is their responsibility to ensure
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that such appointments will not prevent them meeting their required
time commitments to the Company.
Where a significant additional external appointment is approved by the
Board, the reasons for permitting the appointment will be explained in
the next Annual Report. No such appointments were approved during
the financial period under review.
Conflicts of interest
Directors have a duty to avoid situations where they have, or could have,
a direct or indirect interest that conflicts, or possibly could conflict,
with the Company’s interests (‘conflict situations’). As permitted by the
Companies Act 2006, the Company’s Articles of Association allow the
Directors to authorise conflict situations, where appropriate.
The Board has a procedure in place to deal with conflict situations.
As part of this process, Directors must submit any actual or potential
conflict situations they may have to the Board for approval as soon
as possible. In deciding whether to approve a conflict situation, the
Board will act in a way it considers, in good faith, will be most likely
to promote the Company’s success, taking into consideration whether
the Director’s ability to act in accordance with their wider duties is
affected. The Administrator maintains the register of approved conflict
situations (which also includes a list of other external positions held),
which is tabled and considered at each Board meeting. Directors have
a duty to keep the Board updated about any changes to their approved
conflict situations. In certain circumstances the conflicted Director may
be required to absent themself from discussions or decisions on the
matter on which they are conflicted (in which event, the Director will
not be counted when determining whether the meeting is quorate).
No such circumstances arose during the financial period under review.
Neither the Chair nor any of the other Directors has, or has had, any
potential conflicts of interest of the nature listed in provisions 6 and 12
of the AIC Code.
Election and re-election by shareholders
Directors are required to stand for re-appointment at the first AGM
following their appointment and annual re-appointment at each
subsequent AGM. A Director who retires at an AGM may, if willing to
continue to act, be reappointed at that meeting.
Having considered their effectiveness, demonstration of commitment to
the role, attendance at meetings and contribution to the Board’s and
its Committees’ deliberations, the Board approved the nomination for
re-appointment of all the Directors at the annual general meeting held
on 30 June 2023, and this was subsequently approved by shareholders.
Board tenure
The Board’s policy on Director, including Chair, tenure is that a Director
should normally serve no longer than nine years but, where it is in the
best interests of the Company, its shareholders and other stakeholders, a
Director may serve for a limited time beyond that.
The Board believes that the continuity of knowledge and experience
of its Directors is important and that a suitable balance requires to
be struck with the need for refreshing of the skills and experience of
the Board. The Board believes that some limited flexibility in its approach
to Director, including Chair, tenure will enable it to manage succession
planning more effectively.
Succession planning
The Nomination Committee is responsible for succession planning and
its approach to succession planning is explained in the Nomination
Committee Report on page 73.
Annual performance evaluations
Board, Committees, Chair and individual Directors
Details on the 2022 formal evaluations of the Board, its standing
Committees, the Chair and individual Directors, conducted by the
Nomination Committee, are included in the Nomination Committee
Report on pages 72 and 73. Having considered them, the Board accepted
all of the Nomination Committee’s recommendations.
Investment Manager
The performance of the Investment Manager is considered at every Board
meeting, with a formal evaluation by the Management Engagement
Committee at least once each year.
Details on the 2022 formal evaluation of the Investment Manager are
included ’in the Management Engagement Report on pages 70 and 71.
AIFM, Administrator and other key service providers
The performance of the Administrator and other key service providers is
monitored by the Board and its standing Committees on an ongoing basis
and formally evaluated by the Management Engagement Committee
(or, in the case of the Auditor, the Audit and Risk Committee) at least
annually.
Information on the 2022 formal evaluations is included in the
Management Engagement Committee Report on pages 70 and 71 and
Audit and Risk Committee Report on pages 67 and 68.
Directors’ remuneration
The Directors’ Remuneration Report on pages 74 to 76 includes the
Directors’ remuneration policy and details of the remuneration of each
Director.
Principal risks
The Company’s principal and emerging risks, together with details of
how the Board seek to manage and mitigate them, are set out in the
Strategic Report on pages 37 to 41. The Company’s financial instrument
risks are discussed in note 18 to the Financial Statements.
Internal controls
The Board is responsible for maintaining the Company’s systems of risk
management and internal controls (such as financial, operational and
compliance controls). The AIC Code requires the Board to review the
effectiveness of the Company’s systems of risk management and internal
controls at least annually.
Although the Board has contractually delegated services that the
Company requires to external third parties, it remains fully informed
of the internal control framework established by each relevant service
provider. Any changes or amendments to the internal control frameworks
of the third-party providers, along with commentary on the effectiveness
of financial controls are discussed at the Audit and Risk Committee.
The Board has undertaken a review of the aspects covered by the
guidance and has identified risk management controls in the key areas of
business objectives, accounting, compliance, operations and secretarial
Corporate Governance Report
Continued
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as being matters of particular importance upon which it requires reports
from the relevant key service providers.
During the finalisation of the 2022 audit, a number of failings and
weaknesses in the valuation process became apparent to the Board,
and more than just judgemental macroeconomic factors, and ultimately
led to a material fall in the valuation of the investment portfolio as at
31 December 2022. These failings and the steps the Board has taken
to address them are outlined in the Audit and Risk Committee Report
on pages 63 to 68. Also refer to page 35 and 36 for details of the risks
crystallised in the period.
Internal audit function
The Audit and Risk Committee has considered the need for an internal
audit function and considers that this is not appropriate given the nature
and circumstances of the Company as an externally managed investment
company with external service providers.
Relations with investors and other stakeholders
The Board is mindful of the importance of engaging with AEIT’s
shareholders, as well as with the AIFM, Investment Manager,
Administrator and other key stakeholders. Details of our engagement
with all of the Company’s key stakeholders and how we had regard to
those stakeholders in our decision-making processes during the financial
period under review are set out in the Strategic Report on pages 46
and 47.
The Board recognises that relationships with suppliers are enhanced
by prompt payment and the Administrator, in conjunction with the
Investment Manager, ensures payments are processed on a timely basis.
Approval
This Corporate Governance Report was approved by the Board and
signed on its behalf by:
Sue Inglis
Chair
22 January 2024
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Audit and Risk Committee Report
I present the Audit and Risk Committee Report for the financial
period ended 31 December 2022, which sets out the Committee’s
responsibilities and its work and focus during, and with respect to, the
financial period.
The issues surrounding the finalisation of the 31 December 2022
portfolio valuation, the 2022 Annual Report and Accounts and
subsequent audit have been extremely disappointing. In addition to the
principal responsibilities outlined below, the Audit and Risk Committee
has overseen some significant changes to the valuation process,
including the replacement of the Former Investment Manager and of the
previous independent valuer and the introduction of a reasonableness
opinion from an independent valuation expert. This brought a fresh and
independent view to the valuations which the Committee determined
was required.
Committee’s principal responsibilities
Monitoring and, as appropriate, challenging the integrity of
AEIT’s Financial Statements, including its Annual and Interim
Reports and any other formal announcements relating to its
financial performance.
Reviewing the valuation of AEIT’s investments prepared by
the Investment Manager and reported on by the independent
valuation expert.
Reviewing the content of the Annual Report, including the
Financial Statements, and advising the Board on whether,
taken as a whole, it is fair, balanced and understandable and
provides shareholders with sufficient information to assess the
Company’s performance, business model and strategy.
Assessing AEIT’s principal and emerging risks, including those
that would threaten its business model, future performance,
solvency or liquidity and reputation, and how they are managed
and mitigated.
Working with the ESG Committee, ensuring the effective
integration of ESG-related risks into AEIT’s risk management
framework.
Keeping under review the adequacy and effectiveness of AEIT’s
risk management and internal control systems.
Considering the ongoing assessment of AEIT as a going concern
and assessment of its longer-term viability.
Managing the relationship with the Auditor, including reviewing
the Auditor’s remuneration, independence and performance.
Considering annually whether there is a need for AEIT to have
its own internal audit function.
Reporting to the Board on how the Committee has discharged its
responsibilities and making recommendations as appropriate.
The Committee consists of all the Directors and is chaired by Clifford
Tompsett. The Chair of the Board is a member of the Audit and
Risk Committee. The Board believes that Sue Inglis’ knowledge and
experience is of significant benefit to the Committee.
The AIC Code requires the Committee to have at least one member
with recent and relevant financial experience. Two of the Committee
members are qualified accountants (of which the Committee Chair
is one), one member has a relevant investment background and one
member is a former investment banker with extensive experience
of listed closed-ended funds. The Board is satisfied, therefore, that
the Committee has sufficient recent and relevant financial and sector
experience to discharge its responsibilities.
The Audit and Risk Committee’s authority and duties are clearly
defined within its written terms of reference which are available on the
Company’s website. The terms of reference include all matters indicated
by the FCA’s Disclosure Guidance and Transparency Rule 7.1 and the AIC
Code. The terms of reference are reviewed at least annually.
The Committee operates to a forward-planned agenda linked to the
Company’s financial calendar. It has four scheduled meetings each year
and meets at such other times as may be required. The Committee met
six times during the financial period ended 31 December 2022. Since the
period end, the Committee has met 7 times.
Representatives of the Company Secretary, Investment Manager,
independent valuation expert and Auditor are invited to attend
Committee meetings and the Chair may invite other external specialists
as and when deemed appropriate.
At least once a year the Committee meets with the Auditor without
any representative of the Investment Manager or Administrator being
present. During the period the Committee met privately with the Auditor
once. The Auditor was also present at all Committee meetings where
there was a review of the Financial Statements or formal announcements
relating to financial performance. The Committee Chair also maintains
regular contact with the Auditor outside the formal Committee meeting
schedule.
Financial statement and significant reporting
matters
As part of its monitoring of the integrity of the Financial Statements and
NAV publications, the Committee reviews whether suitable accounting
policies have been adopted and whether appropriate estimates and
judgements have been made. The Committee considered the following
significant judgements and other areas of audit focus in respect of
the Financial Statements for the period ended 31 December 2022.
These areas have been identified as being significant by virtue of their
materiality.
In this section we disclose the key chronology of events that led to the
temporary share suspension in addition to the final judgements and
assumptions adopted in finalising the December 2022 Annual Report
and Accounts and how the Committee challenged and concluded on
each key judgement and significant reporting matter.
Valuation of investments
The valuation of the Company’s investments relies on a number of key
assumptions. The key assumptions (which are set out in notes 2 and 9 to
the Financial Statements) include future power prices, renewable energy
generation, discount rates, inflation rates and the timing of dividends
given some of the investments have capital structures which make the
payment of dividends more difficult. Sensitivities of the key inputs used
within the models are detailed in note 9. In addition, there is significant
subjectivity and estimation uncertainty in determining the fair value of
the Company’s investment in SolarArise and the valuation of the RUMS
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project. Further detail on the RUMS project is set out in notes 2 and 9 to
the Financial Statements.
This report sets out the issues associated with the valuation of the
Company’s investment portfolio and how the Committee challenged the
key assumptions set out above.
The period leading up to 17 April 2023 Audit and Risk Committee
meeting
During 2022, the Committee held a number of ad hoc meetings with
the Former Investment Manager, the Company’s previous independent
valuer and the AIFM to review and challenge the integrity of the Former
Investment Manager’s valuation models. In particular, the Committee
queried the use of in-house wholesale electricity spot market (“WESM”)
price curves that were prepared by the Former Investment Manager in
the NISPI valuation when it is market standard to use an independent
source. The Committee also had questions over the tax provisioning and
financial modelling, particularly with regard to SolarArise. In response
to the Committee’s challenges, the following actions were taken by the
Former Investment Manager in arriving at the initial draft 31 December
2022 valuations:
the appointment of a third-party model audit firm to review the
integrity of the valuation models including tax assumptions; and
the appointment a leading independent power consultant to
provide forecast WESM price curves for wholesale market prices in
the Philippines (these curves were received in early February 2023
and reported low, base and high case WESM forecasts).
In late February 2023 initial draft valuations prepared by the Company’s
former independent valuer, together with presentations prepared
by the Former Investment Manager, were circulated for a valuation
co-ordination meeting held on 2 March 2023 (the “March Meeting”).
A number of significant matters were discussed and challenged at the
March Meeting and in the period leading up to the Committee meeting
held on 17 April 2023 (the “April Meeting”), including the following:
NISPI:
At the March Meeting, the Former Investment Manager
proposed a valuation of US$32.1 million for the 40% interest in
NISPI. The power price forecast in this NISPI valuation applied a 75%
weighting to the Former Investment Manager’s in-house forecast
and a 25% weighting to the high case of the independent power
consultant’s forecast. The valuation materials also disclosed that,
if the independent base case power price curve had been used
only, the valuation would have been reduced to US$14.5 million
(a decrease of US$17.6 million (55%) to the original valuation
proposed).
The Committee was unable to get comfortable with the WESM
prices used in this initial valuation, reiterating that using an
independent source is best practice and market standard. The
valuation was subsequently updated to US$26.8 million reflecting
100% of the independent power consultant’s high case power
curve. The adoption of the high case power curve referenced above
had resulted in a US$10.2 million valuation reduction but this had
been offset by the Former Investment Manager changing other
assumptions in its model which increased the valuation by US$5.0
million, including updating generation forecasts (US$2.6 million),
accelerated cash extraction (US$1.4 million) and a reduction in the
discount rate (US$1.0 million). The Former Investment Manager
also provided the Committee with a report highlighting the differing
judgements made by the independent power consultant to its own
assumptions and judgements used in its in-house price forecasts.
Examples of these differing judgements included the timing and
implications of falling commodity prices, the ability of the grid to
meet demand and the availability of alternative energy sources to
meet demand, particularly the speed of renewables uptake in the
Philippine market. In addition, analysis prepared by the Former
Investment Manager showed that the high case independent
forecast tracked most closely to historic WESM market prices
achieved by NISPI and that the base case projection was significantly
below historic prices. As such, the Former Investment Manager
advised the Committee that, based on its experience and knowledge
in the market, using the high case independent forecast would
be a reasonable balanced assumption in light of the subjectivity
surrounding the wider macroeconomic factors driving the forecast
WESM price curves and this was supported by the independent
valuer.
SolarArise:
At the March Meeting, the Former Investment Manager
proposed a valuation of US$30.5 million for the 43% interest in
SolarArise. This included a valuation of the RUMS project at cost
(US$2.1 million) rather than using a DCF valuation as had been
used in prior period valuations. Despite being requested by the
Committee, the Former Investment Manager did not provide, from
the Board’s perspective, an appropriate justification for changing the
valuation methodology or provide the Committee with a copy of the
RUMS project model to justify that the project returns supported
the costs incurred to date. This remained an outstanding issue and
the Committee was unable to sign off on the valuation of the RUMS
project at that time.
Other matters discussed at the March Meeting and subsequently
included:
Asset performance:
Reports provided by the Former Investment
Manager showed that generation of SolarArise’s assets was
underperforming budget, but the Committee was told these
performance issues were largely due to one-off events (like
flooding, etc.) and that the overall generation profiles adopted
were consistent with the initial P50 generation forecasts
obtained at the time that each asset was commissioned.
Adequacy of tax provisions:
Questions were raised by the
Committee on the completeness of tax provisions and the
modelling of tax within the valuations. Members of the
Committee were involved in detailed discussions with the
Auditor about this and an audit adjustment was proposed to
deal with this issue.
Cash extraction:
The Former Investment Manager had made
the Committee aware that cash extraction in SolarArise’s
assets had some challenges but had previously advised that
the requirement to model these intricacies was not required
as the impact was not deemed to be material after potentially
available mitigations were modelled.
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Audit and Risk Committee Report
Continued
The Committee was guided by the Former Investment Manager’s
knowledge and experience in the Indian market and the draft report
from the independent valuer and was conscious that an independent
third-party model review was underway to justify the Former Investment
Manager’s conclusions and identify any potential additional issues which
may need to be included within the valuations.
Third-party model review:
At the time of the April Meeting the third-
party model review had not been completed. Draft reports from the
third-party model audit firm subsequently received showed that there
remained a number of substantive unanswered questions, particularly
in the areas of taxation, distributable reserves and the ability to extract
cash from the underlying SPVs to SolarArise and from the SolarArise
holding company and NISPI to the Company. This work by the
third-party model audit firm was never completed and was superseded
by the valuation work carried out by PricewaterhouseCoopers LLP
(“PwC”) and the Transitional Investment Manager and the updated
valuation process as discussed below.
The 17 April 2023 Audit and Risk Committee meeting and subsequent
temporary share suspension
In the draft financial statements circulated in advance of the 17 April
2023 meeting, the RUMS project was carried at cost, but still with no
explanation of the economic viability of the project. Furthermore, on the
morning of, and 10 minutes prior to, the April Meeting a presentation
on the RUMS project was emailed by the Former Investment Manager
to the Committee which disclosed that the cost of the RUMS project
and the equity funding requirement had gone up significantly, thereby
calling into question its economic viability. These cost increases had
arisen principally due to increases in module costs, the estimated cost
of the EPC contract, goods and services tax and adverse movements in
exchange rates in comparison to the costs in the original bid assumptions
and those used in the prior valuations. On 21 April 2023, the Board was
further advised by the Former Investment Manager that potentially
significant non-completion liabilities would arise in the event that the
SPV did not proceed with the construction of the RUMS project.
The Board and Auditor agreed over the weekend of 22/23 April 2023
that there would not be sufficient time before 30 April 2023 (the date
by which AEIT was required to publish its 2022 Annual Report to avoid
a suspension of the listing of its shares) to assess the impact of the new
information presented with regard to the RUMS project on the SolarArise
valuation and the Company’s Financial Statements for the financial
period ended 31 December 2022, nor for the financial implications to
be thoroughly audited by Deloitte LLP such that the quality of the 2022
Financial Statements and audit process could be maintained. Over the
same weekend and having taken advice from the Company’s professional
advisors, the Board concluded that the new information created a
material uncertainty regarding the fair value of the Company’s assets
and liabilities and, following discussion with the FCA, the listing of, and
trading in the Company’s shares was suspended on 25 April 2023.
The period post the temporary share suspension up to the
appointment of OEGEN as Transitional Investment Manager
It was against this background and the failure of the Former Investment
Manager to satisfactorily answer the Board’s and Auditor’s outstanding
questions on the valuations that the Board and AIFM appointed PwC
to complete a detailed review of the key assumptions included in the
financial models and the valuation methodology of the Company’s
operational assets in India and the Philippines which had been prepared
by the Former Investment Manager to assist them with the finalisation of
the valuations of the Company’s investment portfolio as at 31 December
2022.
As announced by the Company in July 2023, following this review, the
Company identified several areas for concern, including material errors
and inconsistencies, more than just judgemental macroeconomic
factors, inaccurately shown within the valuations. Examples included
unrealistically optimistic revenue and operating cost assumptions,
inaccurate
tax
calculations
and
a
failure
to
properly
consider
limitations on cash extraction. The announcement also stated that
the portfolio valuation could reflect a downward movement relative
to the 30 September 2022 valuation (and the draft valuations as at
31 December 2022 provided by the Former Investment Manager) and
that this downward movement could be material.
A copy of the PwC report was provided to the Former Investment
Manager on 22 July 2023. However, other than some clarificatory
questions received on 15 August 2023, no response was received from
the Former Investment Manager in relation to the findings.
Following discussions with a range of stakeholders, it was concluded that
the appointment of a transitional Investment Manager was appropriate,
and also would be the most effective way to finalise the 31 December
2022 and 30 June 2023 valuations, 2022 audit and Annual Report and
Accounts and 2023 Interim Report and ensure the temporary share
suspension could be lifted as soon as possible.
Finalisation of the 31 December 2022 investment valuations
Following the appointment of OEGEN, all of the items highlighted in PwC’s
report have been addressed and adjusted in the investment valuations
(as at 31 December 2022 and in subsequent valuation periods). The
basis of assumptions used and the approach taken by the Transitional
Investment Manager in the 31 December 2022 valuations are outlined
on pages 20 and 21 and in notes 2 and 9 of the Financial Statements. In
particular, the Committee reviewed the following material judgements
and key sources of estimation uncertainty:
Macro-economic assumptions:
OEGEN confirmed that it is best
practice and common amongst market participants to utilise third-
party forecasts prepared by independent and reputable providers
when formulating macro-economic assumptions used in financial
models and that it had done so with regard to inflation, FX and power
prices (see below). The Committee reviewed these assumptions,
understood the methodology applied, the source of the forecasts
and whether they were independent and was satisfied with the
assumptions adopted.
WESM pricing:
OEGEN’s approach is to blend at least two WESM
price curves as prepared by market advisors that are reputable in
the relevant markets. By blending two or more forecasts, if there
are any differences in methodology or assumptions, this provides
a hedge against the different market eventualities that the advisors
reflect and minimises the risk of using a single curve which is too
prudent or too optimistic. OEGEN appointed, with the agreement
of the Committee, two new independent forecasters to provide
forecast price curves for WESM. The Committee was satisfied with
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this approach and noted that these price curves were materially
similar to the independent forecast previously received.
Discount rates:
Discount rate ranges are based on the applicable
cost of equity for the solar market considering data points from
transactional and other valuation benchmarks, disclosures in broker
reports, other public disclosures and broader market experience
of investors in the market. OEGEN compared the range to its own
risk-adjusted discount rate analysis and determined the appropriate
discount rates to apply. The Committee was satisfied with this
approach and was mindful that these rates were also in the ranges
of the independent valuation expert and the Auditor.
Generation profile:
Given that there is an observed historical
underperformance of the Company’s operational assets when
compared with the level of P50 generation assumed at the time
of acquisition, OEGEN has applied a ‘haircut’ to the original P50
generation profiles to align the generation profile in the valuation
models to current performance. The Committee was satisfied with
this approach and was mindful that a technical advisor has been
appointed to provide updated P50 yield assessments. It was agreed
amongst OEGEN and the Committee that, once received, the revised
P50 generation profiles would be used in future valuation periods
(without the need for a ‘haircut’).
Cash extraction:
Given the current structure of the investments
is not optimal for cash extraction, OEGEN’s DCF models assume a
degree of capital restructuring for each investment to enable cash
to be extracted more efficiently. The Committee reviewed the cash
extraction methods and assumptions in the underlying models and
was satisfied with the plans to restructure each asset to extract cash
and the judgements adopted in the timing on when cash can be
received from each investment.
SolarArise holding company:
Previously the costs, tax and cash
extraction limitations of the holding company were omitted from
the SolarArise valuation. These have now been valued using a DCF
model and included in the total SolarArise valuation. This approach
was discussed with the independent valuation expert, PwC, and the
Committee was satisfied with this.
Fair value of the RUMS project:
As at 31 December 2022, the DCF
valuation of proceeding with the RUMS project was a negative NPV of
US$33.3 million (predominantly due to significantly higher assumed
module prices than those previously assumed as well as the higher
than budgeted interest rate as per the facility agreement with Tata
Cleantech Capital Limited signed on 2 November 2022) whereas the
expected liabilities from aborting the project were between US$14.1
million (assuming 100% success of a mitigation strategy) and US$33.2
million. Therefore, as at 31 December 2022, the valuation of SolarArise
assumes that the RUMS project would be aborted, and any costs
paid into the project would be written off to US$nil. As a significant
judgement was required on the likely value of the crystallised abort
liabilities as at 31 December 2022, it has been assumed that a market
participant would look at the SolarArise platform in its entirety and
consider the potential abort liabilities such that they would write the
value of SolarArise as a whole down to US$nil. This represents total
abort liabilities of US$27.8 million (on a 100% basis). This judgement
was discussed with the independent valuation expert, and the
Company’s Auditor, and the Committee was satisfied with this. The
Committee also considered advice that the Company had received
detailing that the abort liabilities associated with the RUMS project
were restricted to the level of the SolarArise holding company and
not the Company itself and therefore the value of SolarArise to
the Company could not be negative. As disclosed in note 22 to the
Financial Statements, post period end a decision was taken to proceed
with the RUMS project in light of a substantial fall in panel prices and
improvement in certain macro-economic factors.
PwC was engaged as the independent valuation expert to provide a
private independent opinion on the reasonableness of the 31 December
2022 valuations of SolarArise and NISPI prepared by the Transitional
Investment Manager.
In its assessment of the material judgements and key sources of
estimation uncertainty in the valuations, the Committee also considered
the views of the Company’s independent valuation expert, PwC, and the
work and conclusions of Deloitte LLP as external auditor. The Committee
was satisfied with the basis of assumptions and valuation approach
adopted by the Transitional Investment Manager and recommended to
the Board that the final valuations as at 31 December 2022 were within
a reasonable range and should be approved.
Onerous contract provision
As at 31 December 2022, the Company owned 43% of SolarArise which
has been valued at US$nil as set out above. However, given that it had
also made a commitment at the balance sheet date to purchase the
remaining 57%, an onerous contract provision of US$38.5 million has
also been recognised.
The onerous contract provision has been valued
based on the difference between the agreed acquisition price of US$38.5
million and the value of the 57% interest using
the fair value ascribed
to the 43% investment of US$nil. The Committee considered the papers
prepared by the Transitional Investment Manager on the valuation and
recording of the onerous contract provision and the work of Deloitte LLP,
the independent Auditor.
Going concern and viability statement
The Committee reviewed the Company’s financial resources and
concluded that the continued use of the going concern basis was
appropriate but, given the strategic review and the options available
to shareholders, including the potential for shareholders to vote for a
managed wind up, that a material uncertainty existed in respect of going
concern. The Committee considered the going concern papers prepared
by the Transitional Investment Manager, the disclosures presented and
the work of the Auditor, Deloitte LLP, and concluded that adopting the
going concern basis of accounting, but with a material uncertainty,
was appropriate. The Committee also considered and reviewed the
Company’s viability statement and considered the period of two years
and why it is an appropriate period to use.
The full going concern
disclosure and viability statement are included in the Directors’ Report
on pages 54 to 55.
Other key activities during, and in respect of, the
financial period ended 31 December 2022
Financial reports and NAV announcement
The Committee reviewed the Company’s accounting policies and critical
estimates and judgements. In addition, the Committee considered
the format and content of the Interim Reports for the periods ended
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31 March 2022 and 30 June 2022 and the announcement of the NAV
and trading update as at 30 September 2022 before recommending their
approval to the Board.
The Committee also received and discussed with the Auditor its report
on the results of its interim review of the Interim Report for period ended
31 March 2022 and status updates and its initial report and results for
the financial period ended 31 December 2022.
Fair, balanced and understandable
The Committee has concluded that the Annual Report, taken as a
whole, is fair, balanced and understandable and provides the necessary
information for shareholders to assess the Company’s financial position,
performance, business model and strategy. The Committee has reported
its conclusions to the Board of Directors. The Committee reached this
conclusion through a process of review of this Annual Report and
enquiries of the various parties involved in the production of the Annual
Report and ensuring that there is sufficient balance of the events of the
past eight months following the suspension of trading in the Company’s
shares.
Risk management and internal controls
The Committee oversaw the establishment of the Company’s risk
management and internal controls framework. The Committee continued
to monitor the effectiveness of the framework during the financial
period, making refinements as required. Improvements made to the
control environment following the crystalised risks in, and following, the
period are detailed in the Risk and Risk Management section on pages
35 and 36. The Committee will continue to assess how improvements
can continue to be made to the Company’s overall control environment.
Under the AIC Code, the Board is required to establish procedures to
manage risk, oversee the internal control framework and determine the
nature and extent of the principal risks the Company is willing to take in
order to achieve its long-term strategic objectives. A principal role of the
Committee is to assist the Board in this regard. Details of the Company’s
risk management and internal control framework are set out in the
Risk and Risk Management section on pages 35 to 41. The Company’s
principal and emerging risks, together with details of how the Board
seeks to manage and mitigate them, are also set out in that section.
As referenced on page 35, the Board relies on the accuracy and
transparency of the information provided by its key third-party service
providers in order to make its decisions, in particular the experience and
knowledge of the Investment Manager in making decisions surrounding
valuations and investments.
The Committee has taken steps to make improvements to the Company’s
overall control environment. The appointment of the Transitional
Investment Manager, the redesign of the Company’s valuation process
to include a private independent opinion on the reasonableness of the
valuations prepared by the Transitional Investment Manager by PwC as
the independent valuation expert, and the willingness of the Board to
seek third-party advice to clarify outstanding issues such as the potential
abort liabilities associated with the RUMS project are all examples of
(and/or enhancements to) the Company’s control framework designed
to mitigate the impact of these risks from re-occurring. The Board is also
working closely with the Transitional Investment Manager to review the
controls surrounding investment acquisitions, which include improved
governance within the underlying investee companies. The Committee
will continue to assess the Company’s control environment and further
improvements that can be made, particularly around the investment
valuation process.
Internal audit
The Committee has considered the need for an internal audit function
and considers that this is not appropriate given the nature and
circumstances of the Company as an externally managed investment
company with external service providers. The Board is of the opinion
that the appointment of the Transitional Investment Manager and the
changes made to the risk framework as detailed on pages 35 and 36 are
sufficient and do not warrant the need for an internal audit function.
However, the Board and the Committee will continue to keep this under
review.
Effectiveness of the audit
To form a view on audit quality and the effectiveness of Deloitte LLP as
Auditor, the Committee reviewed and considered:
the Auditor’s fulfilment of the agreed audit plan and variations
from it;
discussions or reports highlighting the major issues that arose during
the course of the audit;
feedback from the Transitional Investment Manager evaluating the
performance of the audit team, including the robustness of the
audit, the level of challenge offered by the audit team, the skills,
experience and overall quality of the audit team, the timeliness
of delivering the tasks required for the audit and reporting to the
Committee and the overall quality of the service;
the updated discussions through 2023 and additional reporting
required to close off the audit; and
the Committee’s own observations and interactions with the Auditor.
The Committee also considered the Auditor’s technical competence, its
understanding of the Company’s business and whether it demonstrated
an appropriate level of diligence, professional scepticism and challenge.
Following this review, the Committee was satisfied that Deloitte LLP had
carried out its duties in a diligent and professional manner and provided
a high level of service.
Independence of the Auditor
The Committee is satisfied that there are no issues in respect of the
independence of the Auditor.
The Committee has put a policy in place on the supply of any non-audit
services provided by the Auditor. Such services are considered on a case-
by-case basis and may only be provided to the Company if such services
are compatible with the ‘white list’ of permissible services under the
Revised Ethical Standards 2019 of the FRC and that the provision of such
services is at a reasonable and competitive cost and does not constitute
a conflict of interest or potential conflict of interest which would prevent
the Auditor from remaining objective and independent.
Details of fees paid to the Auditor are shown in note 4 to the Financial
Statements. The Committee considered and agreed the audit fee during
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Audit and Risk Committee Report
Continued
the period. Total fees paid for non-audit services were US$489,000, of
which US$282,000 related to the Auditor’s role as reporting accountant
for the IPO, US$164,000 related to tax structuring services delivered prior
to the IPO and US$43,000 related to the review of the Interim Report
for the period ended 31 March 2022. Non-audit work as a percentage
of total fees paid was 52% and, excluding IPO-related services, was 5%.
In the opinion of the Board, none of the non-audit services provided
caused any concern as to the Auditor’s independence or objectivity. The
Committee also considered if there were any other factors impacting
the Auditors’ independence and objectivity and concluded that there
were none. It is not expected that the Auditor will be engaged to provide
significant non-audit services going forward other than, potentially,
interim reviews.
Deloitte LLP confirmed that all its partners and staff involved with the
audit were independent of any links to the Company and that these
individuals had complied with Deloitte LLP’s ethics and independence
policies and procedures which are fully consistent with the Financial
Reporting Council’s Ethical Standards.
Tenure and reappointment of the Auditor
This is the second financial period that Deloitte LLP has audited the
financial statements of the Company. The reappointment of the Auditor
is subject to annual shareholder approval. There are no contractual
obligations restricting the choice of Auditor and the Company will
put the audit services contract out to tender at least every 10 years.
In accordance with professional guidelines, the statutory auditor will
be rotated at least every five years. The current statutory auditor, Daryl
Winstone, has completed his second year in the role. The Company has
therefore complied with the Statutory Audit Services Order 2014 for the
financial year under review.
Having satisfied itself as to the effectiveness and independence of
Deloitte LLP as the Company’s Auditor, the Committee recommended
to the Board that Deloitte LLP be reappointed as Auditor for the year
ended 31 December 2023. Accordingly, a resolution proposing the
reappointment of Deloitte LLP as the Auditor will be put to shareholders
at the forthcoming Accounts General Meeting.
The Committee will continue to monitor the performance of the Auditor
on an annual basis and will consider its independence and objectivity,
taking account of appropriate guidelines. In addition, the Committee
Chair will continue to maintain regular contact with the lead audit
partner outside the formal Committee meeting schedule, not only to
discuss formal agenda items for upcoming meetings, but also to review
any other significant matters.
Whistleblowing
The Committee reviewed the whistleblowing policy in place for each
of the Investment Manager and the Administrator and was satisfied
the relevant staff could raise concerns, in confidence, about possible
improprieties relating to financial reporting or other matters that may
affect the Company.
On 15 August 2023, the Company announced that new information had
come to light under the protections of the Company’s whistleblowing
policy revealing that the Former Investment Manager was aware of
material information relating to the RUMS project by August 2022. Based
on the information provided by the whistleblowers to the Company,
it appears, therefore, that key information was withheld from the
Board, and misleading information given to it, over a protracted period
of time. The investment management agreement between the AIFM,
the Company and the Former Investment Manager was subsequently
terminated with effect from 31 October 2023. From 1 November 2023,
Octopus Energy Generation were appointed as a transitional Investment
Manager to cover the period through to 30 April 2024.
Approval
This Audit and Risk Committee Report was approved by the Audit and
Risk Committee and signed on its behalf by:
Clifford Tompsett
Audit and Risk Committee Chair
22 January 2024
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I present the ESG Committee Report for the financial period ended
31 December 2022.
Committee’s principal responsibilities
Reviewing reports from, and overseeing AEIT’s ESG and impact
activities undertaken by the Investment Manager, including:
development, maintenance, and implementation of AEIT’s ESG
and impact strategy and KPIs;
reviewing external insights which will inform the ESG and
impact strategy;
monitoring performance in relation to ESG matters, impact
objectives, and KPIs;
effective management and governance of ESG and impact
matters (including policies, procedures, processes, resourcing
and management) by the Investment Manager;
supporting compliance with relevant legal and regulatory
requirements, industry standards and guidelines relating to
ESG and impact matters; and
ESG and impact reporting and disclosures.
reporting to the Board on how the Committee has discharged its
responsibilities and making recommendations as appropriate.
The Committee consists of all the Directors and is chaired by
Kirstine Damkjaer.
The Committee’s authority and duties are clearly defined within its
written terms of reference which are available on the Company’s
website. The terms of reference are reviewed at least annually.
During the financial period under review, the Committee met three
times, including two scheduled meetings.
Principal activities during the financial period
KPIs and reporting
In conjunction with the Former Investment Manager, the Committee
set the Company’s initial KPIs. The Committee oversaw the reporting
on ESG matters in the Company’s Interim Reports for the period ended
31 March 2022 and 30 June 2022. For this Annual Report, the Transitional
Investment Manager has reviewed the KPI data previously prepared by
the Former Investment Manager and updated it for the Committee
to review.
Impact and ESG Action Plan 2022
The Committee reviewed the Impact and ESG Action Plan 2022 prepared
by the Former Investment Manager and assessed the Former Investment
Manager’s internal resources, with a particular focus on the key
priorities, allocation of responsibilities between the Company and the
Former Investment Manager and the resources available to the Former
Investment Manager to implement the plan. Subsequently the Former
Investment Manager undertook a review to refresh and further refine its
internal processes, including to respond to new regulatory developments
such as those reflected in the regulatory technical standards of the EU
Sustainable Finance Disclosure Regulation (“SFDR”), as well as global
industry good practices, with support from an external independent
globally-renowned sustainability consultancy (see the Impact Report on
pages 27 to 34 for further details).
Article 9 classification
The Committee oversaw the process that enabled the Company to
disclose, in November 2022, that it classifies under Article 9 of the
EU SFDR as a financial product that has sustainable investment as its
objective.
Committee evaluation
An evaluation of the Committee formed part of the annual Board
evaluation process completed in December 2022. It was concluded that
the Committee, as a whole, had the appropriate skills, knowledge and
experience to carry out its responsibilities.
Approval
This Report is approved on behalf of the ESG Committee by:
Kirstine Damkjaer
ESG Committee Chair
22 January 2024
ESG Committee Report
Asian Energy Impact Trust plc |
Annual Report 2022
70
Management Engagement Committee Report
I present the Management Engagement Committee Report for the
financial period ended 31 December 2022.
Committee’s principal responsibilities
Evaluating the performance and appropriateness of the
continuing appointment of the Investment Manager.
Reviewing the level and method of the Investment Manager’s
remuneration.
Reviewing
the
terms
of
the
Investment
Management
Agreement,
including
considering
whether
they
remain
appropriate, are fair, comply with all regulatory requirements
and conform with market and industry practice.
Considering the merit of obtaining an independent appraisal of
the Investment Manager’s services.
Evaluating the performance of the AIFM, Administrator
and other key service providers (except for the Auditor) and
considering whether their fees are reasonable and competitive.
Assessing whether the culture, policies and practices of the
Investment Manager, Administrator and other key service
providers
are
consistent
with
good
risk
management,
compliance and regulatory frameworks.
Reporting to the Board on how the Committee has discharged its
responsibilities and making recommendations as appropriate.
The Committee consists of all the Directors and is currently chaired by
Mukesh Rajani.
The Committee’s authority and duties are clearly defined within its
written terms of reference which are available on the Company’s
website. The terms of reference are reviewed at least annually.
The Committee has one scheduled meeting each year and meets at such
other times as may be required. It met once during the financial period
ended 31 December 2022.
The activities of the Committee are complemented by the Board’s and its
Committees’ ongoing oversight of, and engagement with, the Investment
Manager, Administrator and other key service providers.
Principal activities during the financial period
Annual evaluation of the Investment Manager
The Investment Manager during the period under review was
ThomasLloyd Global Asset Management (Americas) LLC (the Former
Investment Manager).
The Committee met in December 2022 for the purpose of the formal
annual evaluation of the Former Investment Manager’s performance
and to review the terms of the Investment Management and Distribution
Agreement (the “IMA”), including the fee and notice provisions. The
Committee reviewed a detailed questionnaire completed by the Former
Investment Manager, which included sections on the Former Investment
Manager’s systems, controls and policies. In addition, the Committee
reviewed the results of an in-depth questionnaire completed by the
Directors evaluating the performance of the Former Investment Manager.
The feedback from the questionnaires completed in connection with
the annual Board evaluation, to the extent relevant to the evaluation
of the Investment Manager, was also considered. Areas of focus of the
Committee’s review included:
execution of the investment strategy, including pace of deployment
of capital, and investment results achieved to date;
the quality, experience and continuity of the Former Investment
Manager’s team involved in managing all aspects of the Company’s
business, considering, in particular, the Investment Manager’s plans
for additional senior recruitments;
the Former Investment Manager’s engagement with the Board and
other key stakeholders, including investors;
the Former Investment Manager’s investor relations and marketing
activities on behalf of AEIT;
the Investment Manager’s compliance with contractual arrangements
and duties, including compliance with AEIT’s investment policy;
the level and method of the Former Investment Manager’s
remuneration (details of which are included in note 19 to the
Financial Statements on page 107) and the period of notice required
to terminate the Former Investment Manager’s appointment, having
regard to those of comparable listed investment companies; and
the Former Investment Manager’s culture and strategy and goals for
developing its business.
The Committee noted that the information flow and reporting to the
Board and its Committees needed significant enhancement in quality,
transparency and timeliness and that the Chair and Committee Chairs
would continue to collaborate with the Former Investment Manager to
achieve this.
The Committee also noted that the pace of deployment of capital
was slower than expected at the time of the IPO. The Committee had
concerns about the level of strength and depth of the Former Investment
Manager’s teams responsible for the Company but was encouraged
by the additional resources being added to strengthen its investment
team. This was expected to improve the overall performance of the
Former Investment Manager and, in particular, improve the pace of
capital deployment and build further its in-house asset management
capabilities, facilitating optimisation of the performance of the
Company’s operating assets.
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The Committee identified the top priorities for improving the
performance of the Former Investment Manager during 2023, including
improving the robustness of the Former Investment Manager’s internal
processes, significantly enhancing the quality, transparency and
timeliness of management and other information and continuing to add
strength in depth to the teams responsible for the Company.
Having completed the review, feedback was given to the Former
Investment Manager, including areas requiring significant improvement.
Based on its review, the Committee was generally satisfied with the
performance of, and services provided by, the Former Investment
Manager subject to the Former Investment Manager demonstrating
positive progress with regard to the areas requiring significant
improvement.
However, following the events that led to the delay in the 2022 audit
and specifically the issues surrounding the investment portfolio
valuations (discussed further in the Audit and Risk Committee Report
on pages 63 to 68) and information the Board received in August
2023 revealing that the Former Investment Manager had withheld key
information from the Board, the Board served notice on ThomasLloyd
Global Asset Management (Americas) LLC to terminate the IMA, with
effect from 31 October 2023. Following a competitive tender process,
Octopus Energy Generation was appointed as the transitional Investment
Manager to cover the period from 1 November 2023 to 30 April 2024.
Annual evaluation of other key service providers
At its meeting in December 2022, the Committee also undertook the
formal annual evaluation of the Administrator’s and other key service
providers’ performance and reviewed their respective remuneration.
The Committee reviewed a detailed questionnaire completed by the
other key service providers, which included sections on their systems,
controls and policies. In most instances, relationships with the other
key service providers are managed by the Investment Manager and/
or the Administrator on behalf of the Board and the Committee
considered feedback received from the Former Investment Manager
and the Administrator regarding the levels of service provided by, and
relationships with, the other key service providers. There were no
material issues to report as a result of the evaluation.
The Committee was satisfied with the levels of service provided by the
Administrator and other key service providers and that the fees were
fair and competitive. The Committee concluded that, in its opinion, the
continuing appointments of the Administrator and other key service
providers on the terms agreed remained appropriate and in the interests
of the Company and recommended this to the Board. The Board agreed
with the Committee’s recommendations and approved the continuing
appointments of the other key service providers on the terms agreed.
Committee evaluation
An evaluation of the Committee formed part of the annual Board
evaluation process completed in December 2022. It was concluded that
the Committee members had the appropriate skills and experience to
assess the performance and terms of engagement of the Investment
Manager, Administrator and other key service providers.
Approval
This Report is approved on behalf of the Management Engagement
Committee by:
Mukesh Rajani
Management Engagement Committee Chair
22 January 2024
Management Engagement Committee Report
Continued
Asian Energy Impact Trust plc |
Annual Report 2022
72
Nomination Committee Report
I present the Nomination Committee Report for the financial period
ended 31 December 2022.
Committee’s principal responsibilities
Developing and reviewing periodically policies on diversity and
Board tenure.
Reviewing the structure, size and composition of the Board and
its Committees.
Undertaking an annual performance evaluation of the Board,
its Committees, the Chair and each of the other Directors.
Reviewing the time required from the Directors and their
outside commitments.
Ensuring plans are in place for orderly succession to the Board.
Identifying, evaluating and recommending candidates for new
Board appointments.
Reporting to the Board on how the Committee has discharged its
responsibilities and making recommendations as appropriate.
The Committee consists of all the Directors and is chaired by Sue
Inglis. The Board considers that given the size of the Board and that all
members are non-executive it is appropriate that all Directors sit on this
Committee. Individual Directors are not involved in decisions connected
with their own appointments.
The Committee’s authority and duties are clearly defined within its
written terms of reference which are available on the Company’s
website. The terms of reference are reviewed at least annually.
The Committee has one scheduled meeting each year, with additional
meetings as required. The Committee met once during the year, in
December 2022.
Principal activities during the financial period
Annual evaluation of the Board, Committees and Directors
The Committee ensures that there is a formal and rigorous annual
evaluation of the performance of the Board, its Committees, the Chair
and each of the other Directors.
For the 2022 evaluation, the Committee opted to undertake an internal
performance evaluation process, assisted by the Administrator. This
involved the Directors completing in-depth questionnaires prepared
by the Administrator. The questionnaires included a comprehensive
assessment of various areas, including:
overall strategy of the Company;
oversight of investment and operating activities;
risk management;
shareholder accountability;
support and relationship with key stakeholders;
Board and Committee compositions, processes and effectiveness;
corporate governance and regulatory compliance;
Board skills, knowledge, experience and diversity;
each Director’s independence, commitment and contribution; and
performance of the Chair.
The feedback from the completed questionnaires was collated by the
Administrator and then considered by the Committee. The Committee
also sought the views of the Former Investment Manager as part of the
evaluation process. The performance evaluation of the Board Chair was
led by the Senior Independent Director.
Following a robust review, the Committee concluded that:
each Director continued to be independent of the Former Investment
Manager and no circumstances had been identified that were likely
to, or could appear to, impair their independent judgement;
the skills, knowledge and experience of each Director were a
significant benefit to the Board;
each Director had demonstrated their ability to commit the time
required to discharge their responsibilities fully and effectively;
the Directors (individually and collectively) had been operating
effectively;
as all Directors had been in office for less than two years, there were
no issues with respect to long tenure;
the Board and each of its Committees had a good balance of relevant
skills, knowledge, experience and diversity and their structures, sizes
and compositions were appropriate at this stage in the Company’s
life and, accordingly, no changes were expected to be required for at
least the next 12 months;
the Committees continued to support the Board in fulfilling its
duties;
the reporting and information flow from the Former Investment
Manager to the Directors required significant improvement to
enhance the effectiveness of the Board and its Committees and it
was noted that the Chair and Committee Chairs would continue to
collaborate with the Investment Manager to achieve this;
to develop the understanding of ESG matters of the Board as a
whole, the Chair of the ESG Committee, in conjunction with the
Investment Manager, should develop an ESG education programme
for the Directors; and
the proposed election of each Director at the 2023 AGM should be
recommended by the Board.
The Committee made recommendations to the Board based on the
outcome of its deliberations.
2022
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Diversity and Board tenure policies
The Committee reviewed the policies on diversity and Board tenure and
recommended them to the Board for approval (see ‘Board diversity’
and ‘Board tenure’ on pages 59 and 61 respectively for details of these
policies, as approved by the Board).
Succession planning
The Committee considered succession planning and, in particular, whether
a detailed succession plan was required. It concluded that, as the Company
is in an early stage of its life and all Directors have served less than two
years, a detailed succession plan is not required at this time.
The tenure of all Directors, including the Chair, is expected not to exceed
nine years unless exceptional circumstances warrant, such as to allow for
phased retirements of the current Directors, all of whom were appointed
at the time of the IPO. The Committee intends, in due course, to develop
a detailed succession plan that seeks to achieve an appropriate balance
between preservation of knowledge and experience and bringing in
fresh ideas and perspectives. Accordingly, the Committee expects that
the detailed succession plan will:
preserve continuity by phasing the retirement of the original
Directors so that they do not all retire at once after serving nine
years; and
take into account the current and future opportunities and
challenges facing the Company and the skills, knowledge, experience
and diversity needed on the Board in the future.
The Committee will consider succession planning, including the need for
a detailed succession plan, at least annually.
Committee evaluation
As noted earlier in this Report, an evaluation of the Committee formed
part of the annual performance evaluation process. The conclusion from
the process was that the Committee was operating effectively with the
right balance of membership and skills.
Evaluation of the Board post temporary share
suspension
At its scheduled meeting held in November 2023, the Committee
reviewed the performance the Board since its last scheduled meeting
and also revisited the performance of the Board over the preceding
period from IPO.
It was noted that the Board had endeavoured to use its collective skills,
knowledge and experience to work collaboratively with the Former
Investment Manager from the outset, taking into account the Former
Investment Manager’s lack of previous experience of managing a London-
listed investment company. The Committee agreed that members of the
Former Investment Manager’s senior management
team had seemed to
struggle with the Board’s oversight and requests for information. Having
considered the interaction between the Board and Former Investment
Manager during 2022, the Committee concluded that the collaborative
approach adopted by the Board had not adversely affected the Board’s
ability to request information from and challenge the Former Investment
Manager and, in particular, that the Board had been asking the correct
questions on material matters.
However, the Committee noted that,
as the Directors are all non-executive, the Board is heavily dependent
on receiving accurate, transparent and timely information (Including in
response to the Board’s requests for information) from the Company’s
key service providers and, in particular, the Investment Manager. It
was also noted that the Chair and Audit and Risk Committee Chair had
met with the Chief Executive Office and Chief Financial Officer of the
Former Investment Manager at its head office in December 2022 to
address what, at that time, appeared to be ‘teething issues’ in providing
the information required by the Board and to agree a ‘reset’ on how
the Former Investment Manager would work with the Board going
forward, to ensure the Board was receiving accurate and transparent
information in a timely manner, which the Former Investment Manager
had supported. Finally, it was noted that the Board only became aware,
when it received information under the protections of the Company’s
whistleblowing policy in August 2023, that key information was withheld
from the Board, and misleading information given to it, over a protracted
period of time (and as early as August 2022), which related to matters
in respect of which the Board had repeatedly made enquiries of the
Investment Manager.
The Committee noted that the key events following the temporary
share suspension (detailed on pages 14 and 15) and the subsequent
breakdown in relationship with the senior management team of the
Former Investment Manager had required the Board to take a more
day-to-day hands-on approach in order to find a resolution and act in the
best interests of shareholders. This has required each of the Directors
to call upon their wide-ranging skills, knowledge and experience to, in
particular (and with the assistance of external advisers reporting directly
to the Board),
investigate in detail the Company’s underlying investments
and their respective valuations and the Company’s consequential
financial position, develop a strategy to enable the temporary share
suspension to be lifted, undertake a strategic review of the options and
communicate with shareholders and other stakeholders in a detailed,
transparent and timely manner.
After a robust discussion, the Committee concluded that, whilst, with
the benefit of hindsight, there were some matters that the Board could
have handled differently, those were not material and would not have
led to a different outcome or avoided the temporary share suspension.
Furthermore, the Committee agreed that the Company had benefited
from the skills, knowledge and experience of each Director throughout.
The Committee also agreed, and recommended to the Board, that the
composition of the Board should be reviewed once the outcome of
the strategic review of the options for the Company’s to ensure that, in
particular,
the Board has the necessary skills, knowledge and experience
to implement the outcome of the strategic review.
Approval
This Report is approved on behalf of the Nomination Committee by:
Sue Inglis
Nomination Committee Chair
22 January 2024
Nomination Committee Report
Continued
Asian Energy Impact Trust plc |
Annual Report 2022
74
Directors’ Remuneration Report
The Board presents the Directors’ Remuneration Report for the
financial period ended 31 December 2022, which has been prepared in
accordance with the requirements of the Companies Act 2006 and the
Large and Medium-sized Companies and Groups (Accounts and Reports)
Regulations 2008. By law, the Company’s Auditor is required to audit
certain of the disclosures provided in this Report. Where disclosures
have been audited, they are indicated as such. The Auditor’s opinion is
given in the Independent Auditor’s Report on page 78.
Remuneration committee
Committee’s principal responsibilities
Determining the Directors’ remuneration policy and reviewing
its ongoing appropriateness and relevance.
Setting the Directors’ remuneration, including any ad hoc
payments to Directors in relation to duties undertaken over and
above normal business.
Reporting to the Board on how the Committee has discharged its
responsibilities and making recommendations as appropriate.
The Committee consists of all the Directors and is chaired by Mukesh Rajani.
The Board considers that given the size of the Board and that all members
are non-executive it is appropriate that all Directors sit on this Committee.
The Chair of the Board is eligible to serve on the Committee as, on
appointment, she was (and remains) independent. Individual Directors are
not involved in decisions connected with their own remuneration.
The Committee’s authority and duties are clearly defined within its
written terms of reference, which are available on the Company’s
website. The terms of reference are reviewed by the Committee at least
annually.
The Committee has one scheduled meeting each year, and meets at such
other times as the Committee Chair shall require. The Committee met
once during the year, in December 2022
Directors’ remuneration policy
It is the Company’s policy that the level of Directors’ remuneration
should be sufficient to attract and retain Directors with the skills,
knowledge and experience necessary for the effective stewardship of
the Company and reflect the expected contribution of the Board, as a
whole, to the long-term sustainable success of the Company. In addition,
the Directors’ remuneration should be fair and reasonable in relation
to the remuneration of directors of comparable listed investment
companies of similar size and complexity as the Company. The duties
and responsibilities of, and time expected to be spent on the Company’s
business by, individual Directors should also be taken into account.
Director’s fees are determined within the limit set out in the Company’s
Articles of Association. Within that limit, it is the responsibility of the
Board as a whole to determine and approve the Directors’ remuneration,
following a recommendation from the Remuneration Committee.
There are no performance conditions attaching to the Directors’
remuneration as the Board does not consider such arrangements
necessary or appropriate for non-executive Directors. Accordingly, the
Directors’ remuneration is wholly in the form of fixed annual fees, which
are payable in cash quarterly in arrears. Annual fees are pro-rated where
a change takes place during a financial year. The Directors’ fee rates are
reviewed by the Remuneration Committee at least annually, but reviews
will not necessarily result in a change to the rates.
As permitted by the Company’s Articles, Directors may be paid additional
ad hoc fees where they undertake any special or material additional
duties or services outside their ordinary duties as a Director which
require a meaningful time commitment (details of any additional
fees paid and the associated work undertaken will be disclosed in the
Directors’ Remuneration Report in the next Annual Report).
The Directors are entitled to the reimbursement of reasonable fees and
expenses incurred by them in the performance of their duties. Where
expenses are recognised as a taxable benefit, a Director may receive the
grossed-up costs of that expense as a benefit.
Directors have no entitlement to pensions or pension-related benefits,
medical or life insurance schemes, share options or long-term incentive
schemes.
The Directors do not have a service contract. Each Director has signed
a letter of appointment with the Company. The letters of appointment
provide for a minimum period of one month’s notice of termination by
either party. On termination, a Director shall only be entitled to accrued
fees as at the date of termination together with reimbursement of any
expenses properly incurred to that date.
The Board is committed to ongoing investor engagement and any
feedback received from investors will be taken into account when
reviewing the Directors’ remuneration policy and Directors’ fees.
Subject to this policy being approved by shareholders at the Accounts
General Meeting, it is intended that the policy will continue in force until
the 2026 AGM.
Annual report on Directors’ remuneration (audited
information)
For the financial period ended 31 December 2022, the Directors’ fees
were £40,000 per annum for each Director with an additional £10,000
per annum for being the Chair of the Board or a Board Committee.
Following the Remuneration Committee’s annual review of Directors’
remuneration, for the financial year ended 31 December 2023, the
Director’s remuneration has been set at £50,000 per annum, with the
remuneration for the Chair of the Board set at £65,000 per annum and
for the Chair of the Audit and Risk Committee at £55,000 per annum.
2022
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The following table shows, in respect of each Director, all remuneration earned during the financial period ended 31 December 2022 and the
remuneration that was set for the year ending 31 December 2023. Directors’ fees are paid in sterling, as presented below, and, for the purpose of the
Financial Statements converted into US Dollars at the exchange rate applicable at the time of payment.
Director
Role
2022
Fee (£)
49
2022
Benefits (£)
50
2022
Total
(£)
49
2023
Fee (£)
Sue Inglis
Chair, Nomination Committee Chair
52,692
52,692
65,000
Kirstine Damkjaer
ESG Committee Chair
52,692
2,163
54,855
50,000
Mukesh Rajani
Senior Independent Director, Management Engagement Chair,
Remuneration Committee Chair
52,692
52,692
50,000
Clifford Tompsett
Audit and Risk Committee Chair
52,692
52,692
55,000
Total
210,768
2,163
212,931
220,000
None of the Directors received any additional ad hoc fees during the financial period ended 31 December 2022.
Directors’ liability insurance and indemnification
The Company maintains appropriate directors’ and officers’ liability
insurance in respect of legal action against the Directors on an ongoing basis.
In addition, as permitted by the Company’s Articles of Association,
the Company has indemnified each Director in respect of costs which
they may incur relating to the defence of any proceedings brought or
threatened against them arising out their position as a Director but
subject to applicable law and other exclusions and limitations, including
the indemnity not applying if they are convicted or a court judgement is
given against.
Company performance
The following chart shows the Company’s shareholder return (with
reference to its share price, including dividends reinvested) and, for
comparison purposes, the total return of the FTSE All-Share Index (in US
Dollar terms, including dividends reinvested), with both rebased to 100
at 14 December 2021 (the date the Company’s IPO completed). As the
Company does not have a specific benchmark index, the Remuneration
Committee has deemed the FTSE All-Share Index (in US Dollar terms)
to be the most appropriate comparator for the Company’s performance
for the purpose of this Annual Report as it is a publicly available broad
equity index which focuses on smaller companies and is, therefore, more
relevant than most other publicly available indices. The choice of the
FTSE All-Share Index is also in line with our peer group.
Company’s performance since IPO
Dec-21
Jan-22
Feb-22
Mar-22
Apr-22
May-22
Jun-22
Jul-22
Aug-22
Sep-22
Oct-22
Nov-22
Dec-22
-30
-20
-10
0
10
20
30
FTSE All share (USD)
AEIT Shareholder return
Date
Total Return (%)
While the above graph can be a helpful benchmark, as well as its performance return target, the Company also has a number of impact targets which
it holds in equal regard. Both performance and impact targets are considered when setting Directors’ remuneration.
Directors’ Remuneration Report
Continued
49
The 2022 financial period commended on 1 November 2021 and ended on 31 December 2022. The Directors were appointed on 18 October 2021 but were only entitled to fees from
14 December 2021, when the Company’s IPO completed.
50
Reimbursement of travelling and accommodation expenses to attend Board meetings.
Asian Energy Impact Trust plc |
Annual Report 2022
76
Relative importance of spend on pay
In order to show the relative importance of spend on pay, the table below
sets out the aggregate Directors’ remuneration paid during the financial
period ended 31 December 2022 compared with the distributions to
shareholders by way of dividends during that financial period. During the
financial period under review, no ordinary shares were bought back by
the Company and there were no other distributions, payments or other
uses of the Company’s net return or cash flow deemed to assist in the
understanding of the relevant importance of spend on pay.
2022
US$’000
Total Directors' remuneration
256
Dividends paid
1,901
Directors’ interests in shares (audited information)
There are no requirements for the Directors to own shares in the
Company.
The interests of the Directors in the Company’s ordinary shares at
31 December 2022, all of which are beneficial, are shown in the table
below. There have been no changes to the Directors’ interests between
31 December 2022 and the date of this Report.
Director
31 December 2022
No. of shares
Sue Inglis
65,000
Kirstine Damkjaer
Mukesh Rajani
33,000
Clifford Tompsett
33,000
Shareholder resolutions
The Directors’ Remuneration Report is put to an advisory shareholder
vote on an annual basis.
The Directors’ remuneration policy is subject to shareholder approval
every three years (or sooner if a material alteration to the policy is
proposed).
Ordinarily, such resolutions would be put to shareholders at the AGM.
However, as the Company was required to hold its 2023 AGM before
this Annual Report was available, ordinary resolutions will be put to
shareholders at the forthcoming Accounts General Meeting to approve
the Directors’ Remuneration Report and the Directors’ remuneration
policy. As the Directors’ remuneration policy has not been approved
previously by shareholders, it is subject to the relevant resolution being
passed at the Accounts General Meeting and, if approved, will become
effective on the passing of the resolution.
Remuneration Committee’s principal activities
during the financial period
Review of Directors’ remuneration policy
The Committee reviewed the Directors’ remuneration policy and
recommended it to the Board for approval by shareholders, which will
be sought at the Accounts General Meeting.
Review of Directors’ remuneration
The Committee reviewed the level at which the Directors’ fees should
be set for the year ended 31 December 2023. Having been provided
with a detailed schedule of directors’ fees paid by comparable listed
investment companies, which had been prepared by the Administrator,
the Committee agreed that it was not necessary to obtain advice from an
independent remuneration consultant.
Subsequent to the period end, the Committee concluded that, for the
year ended 31 December 2023, the standard Director’s remuneration
should be set at £50,000 per annum. In recognition of their role,
responsibilities and additional time commitments, the remuneration for
the Chair of the Board was set at £65,000 per annum and for the Chair of
the Audit and Risk Committee, set at £55,000 per annum.
Committee evaluation
An evaluation of the Committee was undertaken as part of the overall
Board evaluation completed in December 2022. The evaluation
concluded that there was a good balance of skills amongst the members
of the Committee, enabling the Committee to operate effectively.
Approval
This Directors’ Remuneration Report was approved by the Board and
signed on its behalf by:
Mukesh Rajani
Remuneration Committee Chair
22 January 2024
Directors’ Remuneration Report
Continued
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Statement of Directors’ Responsibilities
The Directors are responsible for preparing the Annual Report, including
the Financial Statements, in accordance with applicable law and
regulations, including the FCA’s Listing Rules and Disclosure Guidance
and Transparency Rules.
UK company law requires the Directors to prepare Financial Statements
for each financial year. Under UK company law:
the Directors are required to prepare Financial Statements in
accordance with UK-adopted international accounting standards
(“IFRS”); and
the Directors must not approve the Financial Statements unless they
are satisfied that they give a true and fair view of the state of affairs
of the Company and of the profit or loss of the Company for that
period.
In preparing the Financial Statements, the Directors are required to:
select suitable accounting policies and then apply them consistently;
state whether applicable IFRS have been followed, subject to
any material departures disclosed and explained in the Financial
Statements;
make judgements and accounting estimates that are reasonable and
prudent; and
prepare the Financial Statements on the going concern basis unless
it is inappropriate to presume that the Company will continue in
business.
The Directors are responsible for keeping adequate accounting records
that are sufficient to show and explain the Company’s transactions and
disclose with reasonable accuracy at any time the financial position of
the Company and enable them to ensure that the Financial Statements
comply with the Companies Act 2006. They are also responsible for
safeguarding the assets of the Company and, hence, for taking reasonable
steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for ensuring that the Annual Report,
including the Financial Statements, taken as a whole, are fair, balanced,
and understandable and provide the information necessary for
shareholders to assess the Company’s performance, business model
and strategy.
Website publication
The Directors are responsible for ensuring the Annual Report, including
the Financial Statements, are made available on a website. Financial
statements are published on the Company’s website in accordance
with legislation in the United Kingdom governing the preparation and
dissemination of financial statements, which may vary from legislation
in other jurisdictions. The maintenance and integrity of the Company’s
website is the responsibility of the Directors. The Directors’ responsibility
also extends to the ongoing integrity of the Financial Statements
contained therein.
Responsibility statement
Each of the Directors confirms that, to the best of their knowledge:
the Financial Statements, which have been prepared in accordance
with IFRS, give a true and fair view of the assets, liabilities, financial
position and profit or loss of the Company;
the Strategic Report includes a fair review of the development
and performance of the business and the financial position of the
Company, together with a description of the principal risks and
uncertainties that it faces; and
the Annual Report, including the Financial Statements, taken as
a whole, is fair, balanced and understandable and provides the
information necessary for shareholders to assess the Company’s
position and performance, business model and strategy.
This responsibility statement was approved by the Board and is signed
on its behalf by:
Sue Inglis
Chair
22 January 2024
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Independent Auditor’s Report to the Members of
Asian Energy Impact Trust Plc
Report on the audit of the financial statements
1. Opinion
In our opinion the financial statements of Asian Energy Impact Trust
plc (the “Company”):
give a true and fair view of the state of the Company’s affairs as
at 31 December 2022 and of its loss for the period then ended;
have been properly prepared in accordance with United
Kingdom adopted international accounting standards; and
have been prepared in accordance with the requirements of
the Companies Act 2006.
We have audited the financial statements which comprise:
the statement of comprehensive income;
the statement of financial position;
the statement of changes in equity;
the statement of cash flows; and
the related notes 1 to 22.
The financial reporting framework that has been applied in their
preparation is applicable law and United Kingdom adopted international
accounting standards.
2. Basis for opinion
We conducted our audit in accordance with International Standards on
Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under
those standards are further described in the auditor’s responsibilities for
the audit of the financial statements section of our report.
We are independent of the Company in accordance with the ethical
requirements that are relevant to our audit of the financial statements in
the UK, including the Financial Reporting Council’s (the “FRC’s”) Ethical
Standard as applied to listed public interest entities, and we have fulfilled
our other ethical responsibilities in accordance with these requirements.
The non-audit services provided to the Company for the year are
disclosed in note 4 to the financial statements. We confirm that we
have not provided any non-audit services prohibited by the FRC’s Ethical
Standard to the Company.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
3.
Material uncertainty related to going concern
We draw your attention to note 2 in the financial statements, which
indicates that the outcome of the strategic review is outside the control
of the Board and is therefore uncertain and will be solely down to a
vote of the shareholders who may vote for a managed wind up of the
Company.
As stated in note 2, these events or conditions along with the other
matters set out in note 2, indicate that a material uncertainty exists
that may cast significant doubt on the Company’s ability to continue as
a going concern. Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the
Directors’ use of the going concern basis of accounting in the preparation
of the financial statements is appropriate.
Our evaluation of the Directors’ assessment of the Company’s ability to
continue to adopt the going concern basis of accounting included the
following procedures:
We obtained an understanding of the relevant controls that the
Company has established regarding the drafting, review and
approval of the going concern model and going concern assessment;
We challenged the Directors on the assumptions made in the
cash flow model used to prepare the going concern forecasts. This
includes checking the accuracy of the going concern model;
We assessed the risks to the forecasts and whether the sensitivities
run were appropriate to reflect these risks. This includes performing
a sensitivity analysis to consider specific scenarios, including a
reduction in dividend income from investments and associated
cashflows;
We reviewed the future commitments of the Company and assessed
the Company’s ability to fulfil these commitments;
We challenged the appropriateness of the Company’s disclosures
within note 2 of the financial statements over the going concern
basis and the material uncertainty arising with reference to, our
knowledge and understanding of the assumptions taken by the
Directors, the options available to shareholders within the strategic
review.
In relation to the reporting on how the Company has applied the UK
Corporate Governance Code, we have nothing material to add or draw
attention to in relation to:
the Directors’ statement in the financial statements about whether
the Directors considered it appropriate to adopt the going concern
basis of accounting; and
the Directors’ identification in the financial statements of the
material uncertainty related to the Company’s ability to continue as
a going concern over a period of at least twelve months from the
date of approval of the financial statements.
Our responsibilities and the responsibilities of the Directors with respect
to going concern are described in the relevant sections of this report.
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Independent Auditor’s Report
Continued
4. Summary of our audit approach
Key audit matters
The key audit matters that we identified in the current year were:
Going concern (see material uncertainty related to going concern section);
The valuation of the company’s 40% investment in Negros Island Solar Power inc in the Philippines (“NISPI”) and the 43%
investment in SolarArise (India), each of which are held at fair value through profit and loss, including the valuation of
termination penalties relating to the Rewa Ultra Solar Park (“RUMS”) construction asset in SolarArise and the subsequent
impact on valuing the company’s 43% investment in SolarArise; and
The valuation and recording of the onerous contract provision for the Company’s commitment to acquire a further 57%
in SolarArise.
Materiality
Overall materiality was set at US$1.7 million, determined based on 2% of net assets.
Scoping
We perform a full scope audit on the Company’s financial statements, with a particular focus on the fair value of the Company’s
40% investment in NISPI in the Philippines and the 43% investment in SolarArise in India and the recording of the onerous
contract provision.
All audit work is performed by the same audit team.
Significant changes in
our approach
This is the first year we have audited the Company as a listed entity and the first year that the Company has held investments.
On 25 April 2023, the Company announced a temporary share suspension. This was due to the Board identifying a material
uncertainty regarding the fair value of the Company’s investment in SolarArise with a specific focus on the valuation and
viability of a 200 MW construction asset being Rewa Ultra Mega Solar Park (the “RUMS project”) initially acquired as part
of the SolarArise investment. The uncertainty identified related to the feasibility of completing construction of this asset.
This was principally due to the high cost of solar panels and the resulting impact on the assets returns and the termination
penalties payable should construction not proceed. Subsequent to year end, following a decline in the price of solar panels,
the Board decided to proceed with construction of the asset although those events and conditions did not exist at the balance
sheet date.
In addition, linked to the events summarised above, the Board decided to terminate the investment management agreement
with the former investment manager and from 1st November 2023, Octopus Renewables Limited (trading as Octopus Energy
Generation) were appointed as the transitional investment manager. The Board have also launched a strategic review which
will allow shareholders to vote on the future of the Company which will either lead to (a) a relaunch of the Company with a
new investment objective, investment policy and target returns; or (b) a managed wind-down.
The above matter(s) have increased the risk associated with the audit. In response to these risks, we updated our risk
assessment and audit planning and:
Identified additional key audit matters in respect of (1) The valuation of termination penalties relating to the RUMS
construction asset in SolarArise and the subsequent impact on valuing the Company’s 43% investment in SolarArise (2)
The recording and valuation of the onerous contract provision for the Company’s commitment to acquire a further 57%
in SolarArise; and (3) a material uncertainty relating to going concern; and
Reduced performance materiality from 70% to 50% of materiality to increase the extent of audit procedures across key
balances.
5. Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the
current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters
included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the
engagement team.
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters. In addition to the matter described in the material uncertainty related to going concern section, we have
determined the matters described below to be the key audit matters to be communicated in our report.
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Independent Auditor’s Report
Continued
5.1. The valuation of the Company’s 40% investment in NISPI (Philippines) and the 43% investment in SolarArise (India), each of
which are held at fair value through profit or loss
Key audit matter
description
The Company’s principal activity is to invest in a diversified investment portfolio of sustainable energy infrastructure assets
in fast-growing and emerging economies in Asia. As at 31 December 2022, the company held two investments being a 40%
interest in NISPI and a 43% interest SolarArise.
The Company acquired NISPI for US$28.3 million and SolarArise for US$32.8 million. At 31 December 2022, the Company had
also agreed to acquire the further 57% interest in SolarArise for a consideration of US$38.5 million. The acquisition completed
on 13 January 2023.
These investments are measured at fair value through profit and loss and at 31 December 2022 were valued at US$11.5
million (NISPI) and US$nil (SolarArise) respectively. The valuation of US$nil ascribed to SolarArise is principally due to the
termination penalties associated with RUMS construction asset. The Company engaged an independent valuation firm to
review the valuation of each investment prepared by the transitional investment manager, Octopus Energy Generation.
As described in the significant accounting policies in note 2 and note 9 (investments at fair value through profit or loss), the
fair value of each investment is determined using a discounted cash flow methodology, which corresponds to the income
approach under IFRS13 ‘Fair value measurement’.
The fair value of each investment is based on a number of significant assumptions, the most critical of which are:
The forecast power prices adopted in valuing NISPI, as the asset has not entered into a power purchase arrangement
(“PPA”) and consequently sells its output on the Philippines spot market (the wholesale energy spot market (“WESM”)).
SolarArise has fixed price PPA’s and consequently power price risk is limited. The directors engaged a range of third
party providers to provide power price forecasts to aid them in their selection of power price forecasts for NISPI. This
assumption is not relevant to SolarArise as it has fixed price power purchase arrangements.
The discount rate used in valuing the investment in both NISPI and SolarArise.
The termination penalties associated with the RUMS construction asset within SolarArise.
Other key assumptions include forecast energy generation, the timing of dividends and the availability of distributable reserves
and inflation. The Company’s 43% investment in SolarArise has been valued at US$nil as the potential termination penalties
relating to the RUMS construction asset are higher than the value ascribed to the remaining assets within SolarArise.
The Company has identified the valuation of investments as a key source of estimation uncertainty (Fair value estimation for
investments at fair value), with further details provided in note 2 and note 9 to the financial statements. This includes the
value ascribed to any termination penalties associated with the RUMS project in SolarArise. Note 9 also provides disclosure
on the sensitivity of the valuation of investments to a change in the above assumptions. The significant assumptions adopted
in valuing each investment is also referred to within the Audit and Risk Committee report on pages 63 to 66.
Given the inherent subjectivity in the above assumptions, and the risk of bias in the assumptions adopted, in particular the
discount rate and forward power prices, we identified a risk of fraud in the adoption of the discount rate (NISPI and SolarArise)
and forward power prices (NISPI only) and the valuation of the termination penalties associated with the RUMS project in
SolarArise.
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Continued
How the scope of our
audit responded to the
key audit matter
Procedures to address the risk around future power prices and the discount rates adopted included:
obtaining an understanding of relevant controls established around the valuation of investments and the selection of key
assumptions;
agreeing the power prices adopted in valuing NISPI to the external forecasts obtained by the Directors and Investment
Manager (Octopus Energy Generation), assessing whether the forecasts adopted were within a reasonable range and
whether there was bias in the forecasts adopted. We also assessed the competence, capability and objectivity of the
providers of those forecasts;
with the assistance of our internal valuation specialist, we calculated an independent discount rate range for each
investment. We assessed whether the discount rate adopted by the Directors fell within this range. Where additional risk
premia were added to the discount rate, we assessed whether these were reasonable taking into account the specific risk
characteristics.
Procedures to address the risk around the termination penalties in valuing ‘RUMS’ in SolarArise included:
Reviewing the legal advice obtained regarding the termination penalties associated with the RUMS construction asset in
SolarArise. We confirmed the penalties by reference to the relevant agreements and assessed the judgements around
those termination penalties in valuing the Company’s investment in SolarArise.
Procedures to address other aspects of the valuation included:
assessed the competence, capability and objectivity of the Company’s independent valuation expert. We also met with
them to understand their scope of work, the process undertaken (including quality control procedures) and the overall
methodology and assumptions applied;
we agreed the generation forecasts to the technical reports for each asset and assessed the historical generation levels
of each asset;
we benchmarked the inflation rate adopted to external forecasts for SolarArise, where there are fixed price PPA’s, we
agreed the price per Mwh to those PPA’s;
we recomputed each valuation and tested the mechanical accuracy of the valuation model; and
we assessed the appropriateness of the disclosures made in the financial statements including the key assumptions,
sensitivities applied and challenging whether these reflect a reasonable possible range.
Key observations
We considered the valuation ascribed to NISPI of US$11.5 million to be within an acceptable range.
We considered the value ascribed to SolarArise of US$nil to be within an acceptable range. This takes into consideration the
range of termination penalties associated with the RUMS construction asset.
5.2. The recording and valuation of the onerous contract provision for the Company’s commitment to acquire a further 57% in
SolarArise
Key audit matter
description
At December 2022, and as set out in the key audit matter in section 5.1 above, the value ascribed to the Company’s 43%
investment in SolarArise was US$nil.
The Company in 2022 agreed to acquire the remaining 57% of SolarArise for US$38.5 million. This transaction completed on
13 January 2023. Given the value ascribed to the 43% stake (US$nil), the Directors concluded that an onerous contract existed
at the balance sheet date relating to the agreement to acquire the remaining 57%. This is because the acquisition was for an
agreed price of $38.5m, but the fair value of the additional investment is $nil, consistent with the investment of 43% already
owned as noted in section 5.1 above.
Given the size of the provision and its impact on the financial statements, we have identified this as a key audit matter. A
fraud risk has also been identified in respect of this provision given the judgements involved in valuing the 57% investment
and therefore the value of the onerous contract provision. There is also an identified risk around potential fraud around the
recording of this onerous contract provision. Further details on the onerous contract provision can be found in Note 13 to the
financial statements.
How the scope of our
audit responded to the
key audit matter
We evaluated the onerous contract provision by agreeing to the consideration to the transaction agreements.
We assessed the fair value ascribed to the 43% interest (see the separate key audit matter in section 5.1 above) which
was used to compute the value of the onerous contract provision ascribed to the 57% commitment.
We recomputed the value of the onerous contract provision.
We assessed the appropriateness of the disclosures made in the financial statements.
Key observations
Based on our work performed, we agree with the recording and valuation of the onerous contract provision for US$38.5 million.
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Independent Auditor’s Report
Continued
6. Our application of materiality
6.1.Materiality
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions of a reasonably
knowledgeable person would be changed or influenced. We use materiality both in planning the scope of our audit work and in evaluating the results
of our work.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Materiality
US$1.7 million.
For the audit of the income statement, materiality was limited to US$0.85 million.
Basis for determining
materiality
2% of net assets as at 31 December 2022.
We applied a lower materiality of 50% of overall materiality to specific balances in the income statement.
Rationale for the
benchmark applied
We have considered the users of the financial statements when selecting the appropriate benchmark. The Company’s
investment objective is to achieve long-term capital appreciation from its investments. We therefore evaluated the Company’s
net assets as the most appropriate benchmark as it is one of the principal considerations for members of the Company in
assessing financial performance and represents total shareholders’ interest.
Our procedures on the income statement (excluding fair value and exchange rate movements) were performed to a lower
level of materiality for which we believe misstatements of lesser amounts than materiality for the financial statements as a
whole could be reasonably expected to influence the users’ assessment of the financial performance of the Company.
6.2.Performance materiality
We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and undetected misstatements
exceed the materiality for the financial statements as a whole. Performance materiality was initially set at 70% of materiality but following the events
which led to the suspension of shares (see section 4 above) we decided to reduce performance materiality to 50% of materiality (i.e., approximately
US$0.85m). In determining performance materiality, we considered the following factors:
the increased inherent risks following the announcement and impact of the share suspension in April 2023;
the complexity of the Company and the risks associated with the valuation of the Company’s two investments and onerous contract provision; and
the quality of the control environment and that were not able to rely on controls.
6.3.
Error reporting threshold
We agreed with the Audit and Risk Committee that we would report to the Committee all audit differences in excess of US$88,000, as well as differences
below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the Audit and Risk Committee on disclosure
matters that we identified when assessing the overall presentation of the financial statements.
7.
An overview of the scope of our audit
7.1.
Scoping
Our audit was scoped by obtaining an understanding of the entity and its environment, including internal control, and assessing the risks of material
misstatement. Audit work to respond to the risks of material misstatement was performed directly by the audit engagement team. In September 2022
and November 2023, we visited the NISPI operations in the Philippines and Solarise operations in India respectively, visiting the assets or meeting with
local management to further our understanding of the asset and the dynamics of the local energy market. This visit and the knowledge gained was
factored into our risk assessment and our audit plan.
7.2. Our consideration of the control environment
We obtained an understanding of the control environment and the relevant controls to address key aspects of the financial statements, in particular
controls over the valuation of investments. Following the temporary share suspension announced in April 2023, the Board appointed a new investment
manager (Octopus Energy Generation) to mange the investment portfolio and to complete the Annual Report and Accounts. As set out in the Audit
and Risk Committee report on page 67 and the Risk Management section on page 35, deficiencies were identified by the Board in the overall control
environment including controls around the acquisition of and valuation of investments and in assessing and valuing the RUMS construction obligations
within SolarArise.
As disclosed within the same sections referenced above, the Board has taken steps to improve the overall control environment including (amongst
others) appointing a new investment manager, undertaking a detailed review of the key assumptions in valuing each of the Company’s investments in
conjunction with an independent third-party, taking legal advice in respect of the position of the RUMS construction asset and enhancing due diligence
on potential acquisitions.
Given the matters noted above we were unable to rely on controls for the purpose of our audit.
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Independent Auditor’s Report
Continued
7.3. Our consideration of climate-related risks
Climate change and the transition to a low carbon economy (“climate
change”) were considered in our audit where they have the potential
to directly or indirectly impact key judgements and estimates within the
financial statements, including the valuation of investments.
The Directors have disclosed their climate risk considerations (and
opportunities) on pages 42 to 45. This is consistent with our evaluation
of the climate-related risks facing the company. We assessed these
disclosures by performing inquiries with the former and current
investment manager and independent industry research, and we did
not identify any climate related material risks of misstatement. We
also considered whether information included in the climate related
disclosures in the annual report were materially consistent with our
understanding of the business and the financial statements and our
knowledge obtained in the audit.
8. Other information
The other information comprises the information included in the
annual report, other than the financial statements and our auditor’s
report thereon. The directors are responsible for the other information
contained within the annual report.
Our opinion on the financial statements does not cover the other
information and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with
the financial statements or our knowledge obtained in the course of the
audit, or otherwise appears to be materially misstated.
If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this gives rise to
a material misstatement in the financial statements themselves. If, based
on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that
fact.
We have nothing to report in this regard.
9. Responsibilities of directors
As explained more fully in the Statement of Directors’ Responsibilities,
the Directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view,
and for such internal control as the directors determine is necessary
to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible
for assessing the Company’s ability to continue as a going concern,
disclosing as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend
to liquidate the company or to cease operations, or have no realistic
alternative but to do so.
10. Auditor’s responsibilities for the audit of the
financial statements
Our objectives are to obtain reasonable assurance about whether the
financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance
but is not a guarantee that an audit conducted in accordance with
ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are 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
financial statements.
A further description of our responsibilities for the audit of the
financial statements is located on the FRC’s website at: www.frc.org.
uk/auditorsresponsibilities. This description forms part of our auditor’s
report.
11. Extent to which the audit was considered
capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws
and regulations. We design procedures in line with our responsibilities,
outlined above, to detect material misstatements in respect of
irregularities, including fraud. The extent to which our procedures are
capable of detecting irregularities, including fraud is detailed below.
11.1. Identifying and assessing potential risks related to
irregularities
In identifying and assessing risks of material misstatement in respect
of irregularities, including fraud and non-compliance with laws and
regulations, we considered the following:
the nature of the industry and sector, control environment and
business performance including the design of the company’s
remuneration policies, key drivers for directors’ remuneration,
bonus levels and performance targets;
results of our enquiries of the investment manager (both the
former investment manager and the new investment manager),
the directors and the Audit and Risk committee about their own
identification and assessment of the risks of irregularities, including
those that are specific to the company’s sector;
any matters we identified having obtained and reviewed the
company’s documentation of their policies and procedures relating
to:
o
identifying, evaluating and complying with laws and regulations
and whether they were aware of any instances of non-
compliance;
o
detecting and responding to the risks of fraud and whether they
have knowledge of any actual, suspected or alleged fraud;
o
the internal controls established to mitigate risks of fraud or
non-compliance with laws and regulations;
the matters discussed among the audit engagement team and
relevant internal specialists, including tax and valuations specialists
regarding how and where fraud might occur in the financial
statements and any potential indicators of fraud.
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As a result of these procedures, we considered the opportunities and
incentives that may exist within the organisation for fraud and identified
the greatest potential for fraud in the valuation of investments held at
fair value principally (i) the valuation of the Company’s 40% investment
in NISPI and the 43% investment in SolarArise. This includes the
valuation of termination penalties relating to the RUMs construction
asset in SolarArise and the related impact on valuing the Company’s
43% investment in SolarArise; and (ii) the valuation and recording of the
onerous contract provision for the Company’s commitment to acquire a
further 57% in SolarArise. In common with all audits under ISAs (UK), we
are also required to perform specific procedures to respond to the risk of
management override.
We also obtained an understanding of the legal and regulatory framework
that the company operates in, focusing on provisions of those laws and
regulations that had a direct effect on the determination of material
amounts and disclosures in the financial statements. The key laws and
regulations we considered in this context included the UK Companies
Act, Listing Rules, the Investment Trust SORP and UK tax legislation, given
the Company’s qualification as an investment trust.
In addition, we considered provisions of other laws and regulations that
do not have a direct effect on the financial statements but compliance
with which may be fundamental to the Company’s ability to operate or
to avoid a material penalty.
11.2. Audit response to risks identified
As a result of performing the above, we identified (i) the valuation of the
Company’s 40% investment in NISPI and the 43% investment in SolarArise,
each of which are held at fair value including the valuation of termination
penalties relating to the RUMs construction asset in SolarArise and the
related impact on valuing the Company’s 43% investment in SolarArise;
and (ii) the recording and valuation of the onerous contract provision
for the Company’s commitment to acquire a further 57% in SolarArise
as key audit matters related to the potential risk of fraud. The key audit
matters section of our report explains the matters in more detail and also
describes the specific procedures we performed in response to those key
audit matters.
In addition to the above, our procedures to respond to risks identified
included the following:
reviewing the financial statement disclosures and testing to
supporting documentation to assess compliance with provisions of
relevant laws and regulations described as having a direct effect on
the financial statements;
enquiring of the former and new investment manager and the Audit
and Risk Committee concerning actual and potential litigation and
claims;
performing analytical procedures to identify any unusual or
unexpected relationships that may indicate risks of material
misstatement due to fraud;
reading minutes of meetings of those charged with governance;
in addressing the risk of fraud through management override
of controls, testing the appropriateness of journal entries and
other adjustments; assessing whether the judgements made in
making accounting estimates are indicative of a potential bias; and
evaluating the business rationale of any significant transactions that
are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations and
potential fraud risks to all engagement team members including internal
specialists and remained alert to any indications of fraud or non-
compliance with laws and regulations throughout the audit.
Report on other legal and regulatory requirements
12. Opinions on other matters prescribed by the
Companies Act 2006
In our opinion the part of the directors’ remuneration report to
be audited has been properly prepared in accordance with the
Companies Act 2006.
In our opinion, based on the work undertaken in the course of the
audit:
the information given in the strategic report and the directors’
report for the financial year for which the financial statements
are prepared is consistent with the financial statements; and
the strategic report and the directors’ report have been
prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the company
and its environment obtained in the course of the audit, we have
not identified any material misstatements in the strategic report or
the directors’ report.
13. Corporate Governance Statement
The Listing Rules require us to review the directors’ statement in relation
to going concern, longer-term viability and that part of the Corporate
Governance Statement relating to the Company’s compliance with
the provisions of the UK Corporate Governance Code specified for our
review.
Independent Auditor’s Report
Continued
2022
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GOVERNANCE
85
Based on the work undertaken as part of our audit, we have
concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial
statements and our knowledge obtained during the audit:
the directors’ statement with regards to the appropriateness
of adopting the going concern basis of accounting and any
material uncertainties identified set out on page 54;
the directors’ explanation as to its assessment of the company’s
prospects, the period this assessment covers and why the
period is appropriate set out on page 54;
the directors’ statement on fair, balanced and understandable
set out on page 67;
the board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks set out on
page 35;
the section of the annual report that describes the review of
effectiveness of risk management and internal control systems
set out on page 67; and
the section describing the work of the audit and risk committee
set out on pages 63 to 68.
14. Matters on which we are required to report by
exception
14.1. Adequacy of explanations received and accounting
records
Under the Companies Act 2006 we are required to report to you if, in
our opinion:
we have not received all the information and explanations we
require for our audit; or
adequate accounting records have not been kept, or returns
adequate for our audit have not been received from branches not
visited by us; or
the financial statements are not in agreement with the accounting
records and returns.
We have nothing to report in respect of these matters.
14.2. Directors’ remuneration
Under the Companies Act 2006 we are also required to report if in our
opinion certain disclosures of directors’ remuneration have not been
made or the part of the directors’ remuneration report to be audited is
not in agreement with the accounting records and returns.
We have nothing to report in respect of these matters.
15. Other matters which we are required to address
15.1. Auditor tenure
Following the recommendation of the Audit and Risk Committee, we
were appointed by board of directors on 28 October 2021 to audit
the financial statements for the period ending 31 October 2021 and
subsequent financial periods.
The comparative period for the Company is the period from incorporation
on 6 September 2021 to 31 October 2021, being the Company’s first
accounting date. During the year the Company extended its accounting
period to 31 December 2022. This is the first year of our audit of the
Company as a listed entity (second in total including the short comparative
period in the prior year). The period of total uninterrupted engagement
including previous renewals and reappointments of the firm is 2 years,
covering the years ending 31 October 2021 to 31 December 2022.
15.2. Consistency of the audit report with the additional
report to the audit committee
Our audit opinion is consistent with the additional report to the audit
committee we are required to provide in accordance with ISAs (UK).
16. Use of our report
This report is made solely to the company’s members, as a body, in
accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our
audit work has been undertaken so that we might state to the company’s
members those matters we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent permitted by law,
we do not accept or assume responsibility to anyone other than the
company and the company’s members as a body, for our audit work, for
this report, or for the opinions we have formed.
Daryl Winstone FCA (Senior Statutory Auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
London, United Kingdom
22 January 2024
Independent Auditor’s Report
Continued
 
Asian Energy Impact Trust plc |
Annual Report 2022
86
Notes
Revenue
US$’000s
Capital
US$’000s
Total
US$’000s
Investment income
Movement in fair value of investments
9
(46,993)
(46,993)
Onerous contract provision
13
(38,500)
(38,500)
Total revenue
(85,493)
(85,493)
Investment management fees
3e
(712)
(712)
(1,424)
Administration and professional fees
4
(3,240)
(296)
(3,536)
Net foreign exchange gains
5
1,669
1,669
Loss before taxation
(2,283)
(86,501)
(88,784)
Taxation
6
Loss for the period
(2,283)
(86,501)
(88,784)
Loss per ordinary share (cents) - basic and diluted
8
(1.98)
(75.14)
(77.13)
The total column of the above statement of comprehensive income is the profit and loss account of the Company.
All revenue and capital items in the above statement derive from continuing operations.
There are no items of other comprehensive income in the current period, other than the profit/(loss) for the period, and therefore no separate income
statement has been presented.
The Company was incorporated on 6 September 2021 and did not commence its operating activities until the listing of its ordinary shares on the
London Stock Exchange on 14 December 2021. The Company prepared its first set of statutory financial statements prior to the IPO, for the period
from incorporation, on 6 September 2021, to 31 October 2021. As there was no activity in the prior period, comparative revenue or capital profit or
loss has not been presented.
The accompanying notes are an integral part of these Financial Statements.
Statement of Comprehensive Income
For the period from 1 November 2021 to 31 December 2022
 
 
2022
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FINANCIAL STATEMENTS
87
Notes
As at
31 December 2022
US$’000s
As at
31 October 2021
US$’000s
Non-current assets
Investments at fair value through profit or loss
9
11,491
Current assets
Trade and other receivables
10
633
66
Cash and cash equivalents
11
115,819
116,452
66
Current liabilities: amounts falling due within one year
Trade and other payables
12
(2,863)
Onerous contract provision
13
(38,500)
(41,363)
Net current assets
75,089
66
Net assets
86,580
66
Capital and reserves: equity
Ordinary share capital
14
1,757
Preference share capital
14
66
Share premium
14
63,518
Special distributable reserve
15
110,089
Revenue reserve
3i
(2,283)
Capital reserve
3i
(86,501)
Shareholders' funds
86,580
66
Net assets per share (cents)
16
49.28
n/a
The Financial Statements on pages 86
to 109 were approved by the Board of Directors and authorised for issue on 22 January 2024 and were signed
on its behalf by:
Sue Inglis
Clifford Tompsett
Chair of the Board
Director
The accompanying notes are an integral part of these Financial Statements.
Incorporated in England and Wales with registered number 13605841
Statement of Financial Position
 
 
Asian Energy Impact Trust plc |
Annual Report 2022
88
Notes
Share capital
US$’000s
Preference
shares
US$’000s
Share premium
US$’000s
Special
distributable
reserve
US$’000s
Capital reserve
US$’000s
Revenue
reserve
US$’000s
Total
US$’000s
Opening equity as at 6 September 2021
Shares issued in period
14
66
66
At 31 October 2021
66
66
Shares issues in the period
14
1,757
179,128
180,885
Share issue costs
14
(3,618)
(3,618)
Transfer to special distributable reserve
15
(111,992)
111,992
Cancellation of share capital
14
(66)
(66)
Loss and comprehensive income for the
period
(86,501)
(2,283)
(88,784)
Dividends paid
7
(1,903)
(1,903)
Closing equity as at 31 December 2022
1,757
63,518
110,089
(86,501)
(2,283)
86,580
The accompanying notes are an integral part of these Financial Statements.
Statement of Changes in Equity
For the period from 1 November 2021 to 31 December 2022
 
 
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FINANCIAL STATEMENTS
89
Notes
For the period from
1 November 2021 to
31 December 2022
US$’000s
From
incorporation to
31 October 2021
US$’000s
Operating activities cash flows
Loss before taxation
(88,784)
Adjustments for:
Movement in fair value of investments
9
46,993
Increase in provisions
13
38,500
Foreign exchange gains
(1,669)
Operating cash flow before movements in working capital
(4,960)
Changes in working capital:
Increase in trade and other receivables
10
(633)
Increase in trade and other payables
12
2,863
Net cash flow used in operating activities
(2,730)
Investing activities cash flows
Acquisition of investments
9
(28,298)
Net cash flow used in investing activities
(28,298)
Financing activities cash flows
Dividends paid to shareholders
7
(1,903)
Proceeds from issue of share capital during the period
14
150,699
Costs in relation to issue of shares
14
(3,618)
Net cash flow from financing activities
145,178
Cash and cash equivalents at start of period
Net increase in cash and cash equivalents
114,150
Foreign exchange gains on cash or cash equivalents
1,669
Cash and cash equivalents at end of period
11
115,819
The accompanying notes are an integral part of these Financial Statements.
Statement of Cash Flows
 
Asian Energy Impact Trust plc |
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90
1. General information
Asian Energy Impact Trust plc (“AEIT” or the “Company”) is a public company limited by shares incorporated in England and Wales on 6 September 2021
with registered number 13605841. The Company changed its name from ThomasLloyd Energy Impact Trust plc on 27th October 2023. The Company
is a closed-ended investment company with an indefinite life. The Company commenced its operations on 14 December 2021 when the Company’s
ordinary shares were admitted to trading on premium segment of the London Stock Exchange’s Main Market (the “IPO”). The Directors intend, at all
times, to conduct the affairs of the Company as to enable it to qualify as an investment trust for the purposes of section 1158 of the Corporation Tax
Act 2010, as amended.
The registered office and principal place of business of the Company is The Scalpel, 18th Floor, 52 Lime Street, London, EC3M 7AF, United Kingdom.
The Company’s principal activity is to invest in a diversified investment portfolio of sustainable energy infrastructure assets in fast-growing and emerging
economies in Asia. The Company has a ‘Triple Return’ investment objective which consists of: (i) providing shareholders with attractive dividend growth
and prospects for long-term capital appreciation (the financial return); (ii) protecting natural resources and the environment (the environmental
return); and (iii) delivering economic and social progress, helping build resilient communities and supporting purposeful activity (the social return). The
Company seeks to achieve its investment objective by delivering on its principal activity.
The audited financial statements of the Company (the “Financial Statements”) are for the period from 1 November 2021 to 31 December 2022 and
comprise only the results of the Company as the Company is determined to be an investment entity and, therefore its subsidiaries are measured
at fair value and are not consolidated (see note 2). On 16 November 2021, the Company extended its accounting period to 31 December 2022.
The comparative period is the period from 6 September 2021 to 31 October 2021, being the period from incorporation to the Company’s first
accounting date.
The Company has appointed Adepa Asset Management S.A to be the alternative investment fund manager of the Company (the “AIFM”) for the
purposes of Directive 2011/61/EU of the European Parliament and of the Council on Alternative Investment Fund Managers. Accordingly, the AIFM
is responsible for the portfolio management of the Company and for exercising the risk management function in respect of the Company. The AIFM,
with the agreement of the Company, has delegated the portfolio management of the Company to the Investment Manager. For the period from IPO to
31 October 2023, the Investment Manager was ThomasLloyd Global Asset Management (Americas) LLC (the “Former Investment Manager”). Under
the relevant investment management agreement between the AIFM, Company and Former Investment Manager (the “IMA”) the Former Investment
Manager was entitled to a management fee, details of which are included in note 19 to the Financial Statements. On 15 September 2023, the Board
served notice on the Former Investment Manager terminating the IMA with effect from 31 October 2023.
From 1 November 2023, Octopus Energy
Generation (“OEGEN”) was appointed as Transitional Investment Manager to cover an initial period through to 30 April 2024. For this initial term, the
Company will pay OEGEN a management fee of US$1.35 million. At the end of the term, at the discretion of the Board, there is scope for OEGEN to earn
an additional management fee of up to US$0.55 million for its services during the transitional period.
JTC Limited (the “Administrator”) provides administrative and company secretarial services to the Company under the terms of the Administration
Agreement between the Company and the Administrator.
2. Basis of preparation
The Financial Statements have been prepared in accordance with United Kingdom adopted international accounting standards and the applicable legal
requirements of the Companies Act 2006.
The Financial Statements have also been prepared as far as is relevant and applicable to the Company in accordance with the Statement of Recommended
Practice: Financial Statements of Investment Trust Companies and Venture Capital Trusts (“SORP”) issued in July 2022 by the Association of Investment
Companies (“AIC”). In line with the AIC SORP, the statement of comprehensive income differentiates between the ‘revenue’ account and the ‘capital’
account, and the sum of both items equals the Company’s profit for the year. Items classified as capital in nature either relate directly to the Company’s
investment portfolio or are costs deemed attributable to the long-term capital growth of the Company.
The Financial Statements are prepared on the historical cost basis but as the Company qualifies as an investment entity under the amendments to IFRS10,
all investments in subsidiaries, associates and joint ventures are measured at fair value through profit or loss. They have been prepared on the basis of the
accounting policies, significant judgements, key assumptions and estimates as set out in notes 2 and 3. These policies are consistently applied.
The Financial Statements are presented in US Dollar (‘US$’), which is the Company’s functional currency and are rounded to the nearest thousand,
unless otherwise stated. On 14 December 2021, the date of the IPO, the Company changed its functional and presentation currency to the US Dollar
from the Great British Pound (‘GBP’), with the change in functional currency being applied prospectively.
Notes to the Financial Statements
For the period from 1 November 2021 to 31 December 2022
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FINANCIAL STATEMENTS
91
Going concern
The Company has undertaken an evaluation of its cashflow forecasts and going concern position, including downside scenarios. This evaluation
demonstrated that the Company has sufficient cash to meet all of its liabilities within the going concern assessment period, which is a period of at least 12
months from the date the Financial Statements were authorised for issue.
In reaching this conclusion, the Directors considered the Company’s net assets as at 31 December 2022 of US$86.6 million, its cash reserves at that date
of US$115.8 million, consequences of the share suspension and its recurring operating expenditure requirements, both to date and into the future. During
2023, the Company paid out all of its commitments as disclosed in note 21 to the Financial Statements, being US$38.5 million to acquire 57% of SolarArise
in January 2023 and US$3.1 million to acquire 99.8% of VSS in May 2023, funded the construction of the RUMS project via a US$20.0 million loan, paid
dividends to its shareholders of US$4.4 million and paid the costs of the Company. As at 31 December 2023 the Company had cash reserves of US$41.4
million and AEIT Holdings had cash reserves of US$1.7 million. This cash position has been used in assessing the Company’s going concern position and
cash flow forecasts.
The Company continues to meet its day-to-day liquidity needs through its cash resources. Assumed future cash inflows over the going concern period
include the receipt of dividend and interest income from its underlying investments and the main cash outflows are the ongoing running costs of the
Company and the payment of dividends to its shareholders. A key priority for 2024 for the Board and Transitional Investment Manager is to undertake
capital restructuring to facilitate the repatriation of cash out of the underlying investment portfolio. A downside scenario modelled within the cash flows
in the going concern assessment assume this repatriation is delayed until after the end of the going concern period (i.e. no dividend or interest income
is received from the Company’s investments during that period). Even in this scenario, the Company has sufficient cash reserves to continue as a going
concern. The cash flow forecasts in the downside scenario also assume no further investment commitments during the going concern period. The Company
had no outstanding investment commitments at 31 December 2023 and at the date of signing this Annual Report.
The future of the Company relies heavily on the outcome of the current strategic review of the options for the future of the Company which is expected to
conclude by the end of the first quarter of 2024. At the date of this Annual Report, based on the information currently available, the most likely outcomes
of the strategic review remain a proposal for either the relaunch of the Company (potentially with a new investment objective, investment policy, target
returns and/or Investment Manager but maintaining the impact-led, Asian focus) or a managed wind-down. Shareholders will have the opportunity to vote
on the outcome of the strategic review.
The Board does not intend to declare a dividend in respect of the quarter ended 31 December 2023, nor does it intend to make any further acquisitions or
commitments prior to completion of, the strategic review.
While the Directors therefore have a reasonable expectation that the Company has adequate resources to continue in operational existence for the
foreseeable future and the going concern basis of accounting has been adopted in preparing the Financial Statements, the outcome of the strategic review
as set out above is not within the control of the Board and is therefore uncertain, and will solely be down to a vote of the shareholders, who may vote for a
managed wind up of the Company. In light of this shareholder vote and that shareholders may vote for a managed wind up of the Company, this constitutes
a material uncertainty related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern.
Critical accounting judgements, estimates and assumptions
The preparation of the Financial Statements requires management to make judgements, estimates and assumptions that affect the application of
accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates
and underlying assumptions are reviewed regularly on an on-going basis. Revisions to accounting estimates are recognised in the period in which the
estimates are revised and in any future periods affected. Significant estimates, judgements and assumptions for the period are set out as follows:
Key sources of estimation uncertainty: fair value estimation for investments at fair value
The Company’s investments at fair value are not traded in active markets. As such, the fair value of these investments is calculated using discounted
cash flow (“DCF”) models based on valuation methods and techniques generally recognised as standard in the industry, specifically taking into account
the International Private Equity and Venture Capital Valuation Guidelines, which includes recommendations and best practice.
The discounted cash flow models use observable data, to the extent practicable. However, the key inputs require management to make estimates.
The key assumptions used in the DCF models at 31 December 2022 that the Directors believe would have a material impact on the fair value of the
investments should they change are set out in note 9. The key unobservable inputs, and therefore the key sources of estimation uncertainty, are future
power prices, renewable energy generation, discount rates, inflation rates and the timing of dividends given some of the investments have capital
structures which make the realisation of dividends more difficult. Sensitivities of the key inputs used in the DCF models are detailed in note 9.
As at 31 December 2022, the Company held an investment in SolarArise which owns 6 operational solar farms and 1 under construction asset in India.
The asset under construction is termed the RUMS project.
Notes to the Financial Statements
Continued
Asian Energy Impact Trust plc |
Annual Report 2022
92
In preparing the December 2022 valuation of SolarArise, the Board identified a risk that the fair value of the RUMS project was negative. At the balance
sheet date, the valuation of proceeding with the project was estimated to be negative US$33.3 million on a 100% basis. The Board has considered ways
to mitigate this exposure including aborting the project and not proceeding with construction. However, termination penalties could arise if the project
were aborted which are estimated to be up to US$33.4 million (on a 100% basis).
There is therefore significant subjectivity and estimation uncertainty in determining the fair value of the Company’s investment in SolarArise and the
valuation of the RUMS project.
In determining the fair value of SolarArise, it has been determined that a market participant would view the SolarArise
portfolio in its entirety and that an appropriate assumption would be to write the SolarArise portfolio down to zero. This reflects a fair value (pre RUMS
abort liability) of US$12 million and an abort liability of US$12 million for the 43% ownership held at the balance sheet date and the fact that it has
been assessed that there is a remote risk of further liabilities falling on the Company such that the valuation cannot go below US$nil. The sensitivity
of this key input is detailed in note 9. Including the abort liabilities in the valuation of SolarArise as at 31 December 2022 also gives rise to an onerous
contract for the commitment to purchase the remaining 57% of SolarArise. This is because on acquisition, the remaining 57% stake acquired in January
2023 for US$38.5 million would be written down to US$nil. Please see note 13 for further details. Post period end solar module prices have fallen as
China came out of lockdowns and opened up supply through 2023. This is the primary reason why the overall negative NPV of the project has fallen
to approximately US$13 million as at 1 September 2023, and based on advice from the Former Investment Manager, on 11 October 2023, the Board
agreed to provide funding of US$20 million by way of an INR denominated external commercial borrowings loan from the Company to SolarArise to
enable construction of the RUMS project to proceed on the basis that proceeding with the project was now the a less disadvantageous option rather
than paying termination penalties. This loan was provided on 18 October 2023. The Transitional Investment Manager subsequently valued the RUMS
project at a negative NPV of US$14.6 million as at 30 September 2023. See note 22 for further details.
Further considerations on currency risks, interest rate risks, power price risks, credit risks, and liquidity risks are detailed in note 18.
Critical accounting judgement: equity and loan investments
The Company considers the equity and loan investments to share the same investment characteristics and risks and they are therefore treated as a
single unit of account for fair value purposes (IFRS 13) and a single class for financial instrument disclosure purposes (IFRS 9). As a result, the evaluation
of the performance of the Company’s investments is done for the entire portfolio on a fair value basis, as is the reporting to the key management
personnel and to the investors. In this case, all equity, derivatives and debt investments form part of the same portfolio for which the performance is
evaluated on a fair value basis together and reported to the key management personnel in its entirety.
Critical accounting judgement: basis of non-consolidation
The Company has adopted the amendments to IFRS 10 which states that investment entities should measure all of their subsidiaries that are themselves
investment entities at fair value (in accordance with IFRS 9 Financial Instruments: Recognition and Measurement, and IFRS 13 Fair Value Measurement).
Under the definition of an investment entity, the Company should satisfy all three of the following tests:
(i)
the Company obtains funds from one or more investors for the purpose of providing those investors with investment management services;
(ii)
the Company commits to its investors that its business purpose is to invest funds solely for returns from capital appreciation, investment income,
or both; and
(iii) the Company measures and evaluates the performance of substantially all of its investments on a fair value basis.
In assessing whether the Company meet the definition of an investment entity set out in IFRS 10 the Directors note that:
(i)
the Company has multiple investors and obtains funds from a diverse group of shareholders who would otherwise not have access individually to
invest in renewable energy infrastructure investments due to high barriers to entry and capital requirements;
(ii)
the Company intends to hold its investments for the remainder of their useful lives for the purpose of capital appreciation and investment income
in line with the Company’s stated strategy and the Directors believe the Company is able to generate returns to the investors during that period
51
;
and
(iii)
the Company measures and evaluates the performance of all of its investments on a fair value basis which is the most relevant for investors in the
Company. Management use fair value information as a primary measurement to evaluate the performance of all of the investments and in decision
making.
The Directors are of the opinion that the Company meets all the typical characteristics of an investment entity and therefore meets the definition set out
in IFRS 10. The Directors are satisfied that investment entity accounting treatment appropriately reflects the Company’s activities as an investment trust.
Notes to the Financial Statements
Continued
51
Directors will be putting forward proposals for the reconstruction and reorganisation of the Company to shareholders. Included within these proposals will be a managed wind-down of the
Company. Shareholders will be given the option to vote on their preferred proposal.
2022
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FINANCIAL STATEMENTS
93
Critical accounting judgement: functional currency
The Directors consider that the US Dollar is the currency that most faithfully represents the economic effect of the underlying transactions, events and
conditions that impact the Company.
The Company’s ordinary share capital is issued in US Dollars. The primary activity of the Company is to invest in unlisted debt and equity securities issued
by companies involved in the construction or operation of sustainable renewable energy infrastructure assets in fast-growing and emerging economies
in Asia. Although these unlisted debt and equity securities are held in their local currencies, the fair value associated with each investment held is
converted into US Dollars at the prevailing spot exchange rate at the valuation date for presentation within the Company’s results. The US Dollar is the
currency in which the Company measures its performance and reports its results, as well as the principal currency in which it receives subscriptions
from its investors.
The functional currency assessment also considers the cost structure of the Company and the currencies in which it may pay dividends and receive
income. The majority of operating expenses are denominated in US Dollars and the Company announces dividend payments in US Dollars (although it
may also settle in currencies other than US Dollars). It is expected that the Company will receive dividend income in currencies other than US Dollars,
although it may enter into a hedging programme to mitigate against future volatility in those currencies in comparison to US Dollars.
The functional currency assessment is reviewed periodically in light of investments made and to be made.
Key sources of estimation uncertainty: contingent consideration in relation to NISPI
The sale and purchase agreement to acquire the 40% economic interest in NISPI included an additional contingent cash consideration of up to
US$22.0 million that was dependent upon NISPI being awarded a Green Auction PPA prior to 1 June 2023. In assessing the fair value of this contingent
consideration at 31 December 2022, the Investment Manager and Directors have considered a number of external factors, including macro-economic,
political and operational.
NISPI did not participate in a Green Auction during 2022 as it was not eligible to participate. At 31 December 2022, the wholesale power prices were
higher than expected Green Auction solar prices and it was expected that this will prevail through 1 June 2023. Consequently, the likelihood that
NISPI would participate in such an auction prior to 1 June 2023 was assessed as being remote. As such, the contingency is fair valued at US$nil at
31 December 2022.
Post the period end it has been confirmed that NISPI was not awarded a Green Auction PPA by 1 June 2023 and no further consideration is payable.
New and amended standards and interpretations
Effective from 1 November 2021 to January 2022
The Company applied the following amendments for the first time for its annual reporting period commencing 1 November 2021:
onerous contracts – Cost of Fulfilling a Contract – Amendments to IAS 37; and
annual improvements to IFRS Standards 2018-2020.
The amendments listed above did not have any impact on the amounts recognised in the current or prior period and are not expected to significantly
affect the current or future periods. The Company has considered the above amendments in valuing the onerous contract provision as detailed in note 13.
Effective on or after 1 January 2023
Certain new accounting standards, amendments to accounting standards and interpretations have been published that are effective for annual periods
beginning on or after 1 January 2023 that have not been early adopted in preparing these Financial Statements. These standards, amendments and
interpretations are not expected to have a material impact on the Company in the current or future reporting periods, or on foreseeable future
transactions.
The new standards, amendments to existing standards and interpretations that have been published and will be applied to the Company in future
periods, subject to UK endorsement, include:
disclosure of accounting policies and materiality judgements - Amendments to IAS 1 and IFRS Practice Statement 2, effective 1 January 2023;
non-current liabilities with covenants – Amendments to IAS 1, effective 1 January 2024;
definition of accounting estimates – Amendments to IAS 8, effective 1 January 2023; and
deferred tax related to assets and liabilities arising from a single transaction – Amendments to IAS 12, effective 1 January 2023.
These are not likely to have a material impact on the Company’s Financial Statements going forward.
Notes to the Financial Statements
Continued
Asian Energy Impact Trust plc |
Annual Report 2022
94
3. Significant accounting policies
a) Financial instruments
Financial assets and financial liabilities are recognised on the Company’s Statement of Financial Position when the Company becomes a party to the
contractual provisions of the instrument. Financial assets are derecognised when the contractual rights to the cash flows from the instrument expire or
the asset is transferred, and the transfer qualifies for derecognition in accordance with IFRS 9 Financial Instruments.
Financial assets
As an investment entity, the Company is required to measure its investments in its wholly owned direct subsidiaries, joint ventures and associates
at FVTPL. As explained in note 2, the Company has made a judgement to fair value both the equity and debt investment in its subsidiary together.
Subsequent to initial recognition, the Company measures its investments on a combined basis at fair value in accordance with IFRS 9 Financial
Instruments:
Recognition and Measurement and IFRS 13 Fair Value Measurement
Trade receivables, loans and other receivables that are non-derivative financial assets and that have fixed or determinable payments that are not
quoted in an active market are classified as financial assets at amortised cost. These assets are measured at amortised cost using the effective interest
method, less allowance for expected credit losses. The Company has assessed IFRS 9’s expected credit loss model and does not consider there to be
any material impact on these Financial Statements.
Trade receivables, loans and other receivables are included in current assets, except where maturities are greater than 12 months after the year end
date in which case they are classified as non-current assets.
Regular purchases and sales of investments are recognised on the trade date – the date on which the Company commits to purchase or sell the
investment. Financial assets at FVTPL are initially recognised at fair value. Transaction costs are expensed as incurred within the Statement of
Comprehensive Income. Financial assets are derecognised when the rights to receive cash flows from the investments have expired or the Company
has transferred substantially all risks and rewards of ownership.
Subsequent to initial recognition, all financial assets and financial liabilities at FVTPL are measured at fair value.
Gains and losses arising from changes in the fair value of the ‘financial assets at FVTPL’ category are presented in the Statement of Comprehensive
Income within investment income in the period in which they arise.
Income from financial assets at FVTPL is recognised in the Statement of Comprehensive Income within investment income when the Company’s right
to receive payments is established.
Financial liabilities and equity
Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangement.
The Company’s financial liabilities include trade and other payables and other short-term monetary liabilities which are initially recognised at fair value
and subsequently measured at amortised cost using the effective interest rate method.
Recognition and Measurement and IFRS 13 Fair Value Measurement
Financial liabilities are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective
interest rate method.
The Company derecognises financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or they expire.
Ordinary shares are classified as equity. An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting
all of its liabilities. Equity instruments issued by the Company are recognised at the proceeds received, net of direct issue costs. Direct issue costs are
charged against the value of ordinary share premium.
b) Taxation
Investment trusts which have approval under section 1158 of the Corporation Tax Act 2010 are not liable for taxation on capital gains. The Company
has successfully applied and has been granted approval as an Investment Trust by HMRC.
Irrecoverable withholding tax is recognised on any overseas income on an accrual basis using the applicable rate of taxation for the country of origin.
The underlying intermediate holding companies and project companies in which the Company invests provide for and pay taxation at the appropriate
rates in the countries in which they operate. This is taken into account when assessing the value of the subsidiaries, joint ventures and associates.
Notes to the Financial Statements
Continued
2022
Annual Report & Accounts |
FINANCIAL STATEMENTS
95
c) Segmental reporting
The Board is of the opinion that the Company is engaged in a single segment of business, being investment in renewable energy infrastructure assets
to generate investment returns whilst preserving capital. The financial information used by the Board to manage the Company presents the business
as a single segment.
d) Investment income
Investment income comprises interest income and dividend income received from the Company’s subsidiaries. Interest income is recognised in the
Statement of Comprehensive Income using the effective interest method. Dividend income is recognised when the Company’s entitlement to receive
payment is established.
e) Expenses
All expenses are accounted for on an accrual basis. In accordance with the Statement of Recommended Practice: Financial Statements of Investment
Trust Companies and Venture Capital Trusts (‘SORP’) issued in July 2022 by the Association of Investment Companies (‘AIC’), the statement of
comprehensive income differentiates between the ‘revenue’ account and the ‘capital’ account, and the sum of both items equals the Company’s profit
for the year/period. In respect of the analysis between revenue and capital items presented within the Statement of Comprehensive Income, expenses
directly attributable to the long-term capital growth of the Company are presented as capital items. See below for specific examples:
Investment management fees
: As per the Company’s investment objective, it is expected that income returns will make up 50% of the Company’s
long-term return. Therefore, based on the estimated split of future returns (which cannot be guaranteed), 50% of the investment management fee
is charged as a capital item within the Statement of Comprehensive Income.
Transaction costs
: Transaction costs incurred on completed transactions are charged as capital items within the Statement of Comprehensive
Income.
f) Foreign currency
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of the transaction. Monetary
assets and liabilities denominated in foreign currencies are retranslated into the functional currency using the exchange rate prevailing at the statement
of financial position date. Foreign exchange gains and losses arising from translation are included in the statement of comprehensive income. Foreign
exchange gains and losses relating to the financial assets carried at fair value through profit or loss are presented in the statement of comprehensive
income.
g) Cash and cash equivalents
Cash and cash equivalents includes deposits held with banks and other short-term deposits with original maturities of three months or less.
h) Dividends payable
Final dividends payable to equity shareholders are recognised in the Financial Statements when they have been approved by shareholders and become
a liability of the Company. Interim dividends payable are recognised in the period in which they are paid.
i) Reserves
The Company’s capital is represented by the ordinary shares, share premium, the special distributable reserve, retained losses and other comprehensive
income.
Share premium
: Share premium includes the premium above nominal value received by the Company on issuing shares, net of issue costs, to the
extent not subsequently cancelled and transferred to another reserve.
Special distributable reserve
: This reserve is distributable and may be used, where the Board considers it appropriate, by the Company for the
purposes of paying dividends to shareholders (and, in particular, augmenting or smoothing payments of dividends to shareholders) or buying back
shares. There is no guarantee that the Board will make use of this reserve for such purposes. See note 15 for further information.
Retained losses
: Retained losses are split between revenue and capital reserves as follows:
Revenue reserve
: This reserve reflects all income and costs which are recognised in the revenue column of the statement of comprehensive
income. This reserve is distributable by way of dividend.
Capital reserve
: This reserve includes gains and losses on disposal of investments and changes in fair values of investments, foreign exchange
differences determined to be of a capital nature and the capital element of the management fee. Any associated tax relief is also credited to
this reserve. This reserve is distributable by way of dividend.
Notes to the Financial Statements
Continued
Asian Energy Impact Trust plc |
Annual Report 2022
96
j) Onerous contract provision
Present obligations arising under onerous contracts are recognised and measured as provisions. An onerous contract is considered to exist where the
Company or its subsidiaries has a contract under which the unavoidable costs of meeting the obligations under the contract exceed the economic
benefits expected to be received under it. The Company’s onerous contract relates to the agreed acquisition of a further 57% in SolarArise where the
fair value of that 57% stake at the balance sheet date has been determined to be less than the agreed consideration payable. Please refer to note 13
for further detail. As the onerous contract is linked to the fair value of the investment portfolio, the income statement charge arising from the onerous
contract has been recognised in revenue.
4. Administration and professional fees
For the period ended 31 December 2022
Revenue
Capital
Total
US$’000
US$’000
US$’000
Administration fees
146
146
AIFM fees
94
94
Legal and professional fees
693
693
Transaction costs
296
296
Compliance and regulatory fees
157
157
Directors' fees
267
267
Valuation fees
842
842
Company’s audit and non-audit fees:
– in respect of audit services
445
445
– in respect of non-audit related services
207
207
Other operating expenses
389
389
3,240
296
3,536
Analysed as:
For the period ended 31 December 2022
Total
US$’000
Ongoing and recurring costs of the Company
1,508
Exceptional costs incurred to finalise the December 2022 valuations and 2022 audit
1,192
Other one-off costs
836
Total
3,536
Fees payable to the Company’s Auditor during the period were:
For the period ended 31 December 2022
Total
US$’000
Fees payable to the Company’s Auditor for the audit of the Company’s Financial Statements
445
Fees payable to the Company’s Auditor for other services:
Audit-related services
43
Non-audit related services
446
Total
934
The audit-related services provided relate to the review of the interim financial statements. During the period, the Company’s Auditor was also paid
£215,000 (US$282,000 equivalent) for its role as reporting accountant and £136,000 (US$164,000 equivalent) for tax structuring advice in connection
with the IPO. The reporting accountant fee was recognised directly in equity as a cost associated with the initial capital raising of the Company.
In addition to the fees disclosed above, US$3,350 is payable to the Company’s Auditor in respect of audit services provided to the Company’s
unconsolidated subsidiary, AEIT Holdings, that is not included in the Company’s expenses above.
The Company has no employees. Full detail on Directors’ fees is provided in note 19. Directors’ fees in the table above include employer social security
contributions of US$11,000. In the period from incorporation to 31 October 2021 and from 1 November 2021 until the date of IPO, Directors’ fees
were US$nil.
Notes to the Financial Statements
Continued
2022
Annual Report & Accounts |
FINANCIAL STATEMENTS
97
5. Net foreign exchange gains
Net foreign exchange gains primarily relate to foreign exchange gains realised on the Company’s IPO proceeds that have not yet been deployed.
6. Taxation
(a) Analysis of charge in the period
For the period ended 31 December 2022
Revenue
Capital
Total
US$’000
US$’000
US$’000
Corporation tax
Tax charge for the period
(b) Factors affecting total tax charge for the period
The effective UK corporation tax rate applicable to the Company for the period is 19%. The tax charge differs from the charge resulting from applying the
standard rate of UK corporation tax for an investment trust company. The differences are explained below:
Revenue
Capital
Total
US$’000
US$’000
US$’000
Loss before taxation
(2,283)
(86,501)
(88,784)
Corporation tax at 19%
(434)
(16,435)
(16,869)
Effects of:
Non-deductible capital losses
16,244
16,244
Unutilised losses carried forward
434
191
625
Total tax charge for the period
The Directors are of the opinion that the Company has complied with the requirements for maintaining investment trust status for the purposes of
section 1158 of the Corporation Tax Act 2010. This allows certain capital profits of the Company to be exempt from UK tax. Additionally, the Company
may designate dividends payable wholly or partly as interest distributions for UK tax purposes. Interest distributions are treated as tax deductions
against taxable income of the Company so that investors do not suffer double taxation on their returns.
The Financial Statements do not directly include the tax charges for any of the Company’s subsidiaries as these are held at fair value. Each of these
companies are subject to taxes in the countries in which they operate.
The Company has an unrecognised deferred tax asset of US$0.8 million based on the excess unutilised operating expenses of US$3.3 million at the
prospective UK corporation tax rate of 25%. A deferred tax asset has not been recognised in respect of these operating expenses and will be recoverable
only to the extent that the Company has sufficient future taxable revenue.
7. Dividends
The dividends reflected in the Financial Statements for the period are as follows:
For the period ended 31 December 2022
Cents per ordinary
Total
share
US$’000
Q1 2022 dividend - paid on 24 June 2022
0.44
508
Q2 2022 dividend - paid on 30 September 2022
0.44
622
Q3 2022 dividend - paid on 2 December 2022
0.44
773
Total
1.32
1,903
Notes to the Financial Statements
Continued
Asian Energy Impact Trust plc |
Annual Report 2022
98
The dividends relating to the period ended 31 December 2022, which is the basis on which the requirements of section 1159
52
of the Corporation Tax
Act 2010 are detailed below:
For the period ended 31 December 2022
Cents per ordinary
Total
share
US$’000
Q1 2022 dividend - paid on 24 June 2022
0.44
508
Q2 2022 dividend - paid on 30 September 2022
0.44
622
Q3 2022 dividend - paid on 2 December 2022
0.44
773
Q4 2022 dividend - paid on 23 May 2023
1.18
2,073
Total
2.50
3,976
As disclosed in note 22, the Company declared its dividend for the fourth quarter on 13 April 2023 of 1.18 cents per share in respect of the three-month
period from 1 October 2022 to 31 December 2022. The dividend totalling US$2.1 million was paid on 23 May 2023.
See note 22 for details on additional dividends declared since the period end.
8. Earnings per ordinary share
Earnings per ordinary share is calculated by dividing the profit or loss attributable to equity shareholders of the Company by the weighted average
number of ordinary shares in issue during the period:
For the period ended 31 December 2022
Revenue
Capital
Total
Loss attributable to the equity holders of the Company (US$’000)
(2,283)
(86,501)
(88,784)
Weighted average number of ordinary shares in issue (000s)
115,177
115,177
115,177
Earnings per ordinary share (cents) - basic and diluted
(1.98)
(75.14)
(77.13)
9. Investments at fair value through profit or loss
As set out in note 2, the Company accounts for its interest in its wholly owned direct subsidiaries as an investment at fair value through profit or loss.
31 December 2022
US$’000
Philippines
11,491
India
AEIT Holdings
Total investments at FVTPL
11,491
Movements in the period:
Acquisition of assets – cash settled
28,298
Acquisition of assets – consideration shares
30,186
Discount rate unwind
2,833
Changes to inflation
2,789
Change in FX
(3,391)
Estimated termination penalties for RUMS project
(14,071)
Adjustments to modelling methodology and timing of cash extraction
(12,410)
Decrease in power prices (WESM)
(9,036)
Changes to generation profile
(3,328)
Increase in discount rates
(826)
Removal of carbon credit revenues (SolarArise)
(2,033)
Other movements in fair value of investments
(7,520)
Fair value of Company’s investments as at 31 December 2022
11,491
Notes to the Financial Statements
Continued
52
The requirement for an investment trust to pay out 85% of profits generated in the year as dividends.
2022
Annual Report & Accounts |
FINANCIAL STATEMENTS
99
Fair value of the investment portfolio
The Transitional Investment Manager has carried out a fair market valuation of the investments as at 31 December 2022. These valuations have been
reviewed by the Company’s independent valuation expert.
The Directors have satisfied themselves as to the methodology used, the discount rates applied and the valuation. All investments are in renewable
energy assets and are valued using a discounted cash flow methodology.
The key assumptions used in the DCF models at 31 December 2022 that the Directors believe would have a material impact on the fair value of the
investments should they change are set out in the table below. The key unobservable inputs, and therefore the key sources of estimation uncertainty,
are future power prices, renewable energy generation, discount rates and inflation rates. The table below also includes other assumptions that the
Transitional Investment Manager consider to be key to the valuation of each investment, such as the ability to extract cash from each of the investments
and the timing of dividend payments.
Key assumption
Philippines
India
Description
Power prices
Forecast WESM
53
prices, are based
Fixed price PPA
All assets in the Indian portfolio have long-term
on a blend of two wholesale
fixed price power purchase agreements and
energy price curves as prepared by
therefore market forecasts are not required. The
independent market advisors that
Philippine portfolio generates revenue through
are reputable in these markets.
the sale of power to the grid at the wholesale
electricity market price and is fully exposed to
volatility in wholesale energy price curves.
Energy generation
P50
P50
Electricity output is based on specifically
commissioned yield assessments prepared
by technical advisors. Each asset’s valuation
assumes a ‘P50’ level of electricity output, which
is the estimated annual amount of electricity
generation that has a 50% probability of being
exceeded- both in any single year and over
the long-term- and a 50% probability of being
underachieved. The P50 provides an expected
level of generation over the long-term. A
3-5% ‘haircut’ has been applied to the current
P50 yields in the models based on historical
underperformance.
Discount rate
12%
12% for operational assets;
The discount rate used in each DCF model
12.5% for construction assets
reflects the current market assessment of the
time value of money and the risks specific to
each investment. Key inputs to the discount
rates have been reviewed by PwC, the
independent valuation expert.
FX rate
US$1:PHP 55.616
US$1:INR 82.67
Underlying valuations are calculated in local
currency and converted back to USD at the spot
rate at the relevant valuation date.
Inflation
CPI trends downwards to
India CPI forecasts trend
Inflation assumptions used in the model are
a long-term inflation rate
downwards in the near term
a blend of a leading market forecaster with
assumption of 3%. The Bangko
to a long-term inflation rate
International Monetary Fund (IMF) CPI forecasts
Sentral ng Pilipinas (central bank
assumption of 4.2%. This is in line
for all invested markets as at 31 December 2022.
of the Philippines) target inflation
with the Reserve Bank of India
range is 2% to 4%.
target inflation range of 2% to 6%.
Capital structure
Philippines: Capital reduction
India: Capital reduction effective
The current structure of each of these
effective on 30 June 2023
on 31 December 2023
investments is not optimal for cash extraction.
The DCF models assume a degree of capital
restructuring for each investment to enable
cash to be extracted more efficiently. Any delay
to these restructuring plans may delay the
ability of the Company to extract cash out of its
underlying investments.
Notes to the Financial Statements
Continued
53
Philippine Wholesale Electricity Spot Market.
Asian Energy Impact Trust plc |
Annual Report 2022
100
RUMS project
Within the SolarArise portfolio is a 200 MW asset under construction (the “RUMS project”) held through a separate subsidiary. As at 31 December
2022, SolarArise had spent US$6.8 million on the RUMS project. In valuing the SolarArise portfolio, the RUMS project was initially held at US$6.8 million
i.e. cost.
As detailed on page 17, at 31 December 2022 the price of solar panels to complete construction of the asset were high, primarily due to lockdowns
in China which limited global solar panel supply. The DCF valuation of proceeding with the RUMS project as at 31 December 2022 was therefore
a negative NPV of US$33.3 million (100% basis) whereas the potential liabilities from aborting the project were between US$14.1million and
US$33.2 million, with termination penalties potentially being levied on SolarArise. Therefore the valuation of SolarArise at 31 December 2022 assumes
that the RUMS project would be aborted, any costs paid into the project would be written off to US$nil and that termination penalties would be levied
on the rest of the SolarArise investment. There is significant judgement in determining the likely value of the crystallised abort liabilities but in valuing
SolarArise at 31 December 2022, it has been assumed that a market participant would look at the SolarArise platform in its entirety and consider
either the termination liabilities or the negative NPV of proceeding with the RUMS project in valuing the investment and therefore the fair value of the
SolarArise investment as a whole has been written down to US$nil as the risk of further liabilities being levied on the Company is deemed to be remote
such that the valuation cannot go below US$nil. This represents total abort liabilities of US$27.8 million (100% basis). As at 31 December 2022, the
Company owned 43% of SolarArise. However, given that it had also made a commitment to purchase the remaining 57%, an onerous contract provision
has also been recognised for the 57% commitment – see note 13.
Post period end, following a decrease in panel prices and re-evaluation of the project, the Board decided that proceeding with the project represented
the least value destructive option for the Company. As at 30 September 2023, the valuation of the RUMS project is a negative NPV of US$14.6 million.
This excludes the paid in capital to date of US$10.1 million. See note 22 for further information.
AEIT Holdings
On 5 May 2022, the Company incorporated a wholly owned subsidiary, AEIT Holdings, a private company, limited by ordinary shares. AEIT Holdings’
principal activity is to act as an investment holding company and it is intended that the Company will acquire its future investments directly through
AEIT Holdings. It is expected that the Company will finance AEIT Holdings through a mix of equity and long-term debt. At 31 December 2022, AEIT
Holdings did not hold any investments and is therefore held at a fair value of US$nil.
Valuation sensitivities
The following table presents the results and impact of the sensitivity analysis completed on the key inputs used in the DCF models. The sensitivities
assume that the relevant input is changed over the entire useful life of each of the underlying renewable energy investments, while all other variables
remain constant. All sensitivities have been calculated independently of each other. Each of these sensitivities have been assessed as reasonably
possible based on actual changes seen over the year.
The Directors have assessed the sensitivity applied to each of the significant unobservable inputs and believe that each sensitivity represents a reasonable
possible long-term movement in the significant unobservable input to which it relates, notwithstanding the significant short-term movements that
have occurred in the period in relation to Philippine wholesale power prices, foreign exchange, inflation rates and government bonds yields due to the
recent energy market disruption caused by the ongoing Ukraine-Russia war.
While the Directors believe the changes in inputs calculated to be within a reasonable expected range based on their understanding of market
transactions, this is not intended to imply the likelihood of change or that possible changes in value would be restricted to the range considered. For
SolarArise, the sensitivities in the chart below are calculated on its operational portfolio, excluding the RUMS project. As the total value of SolarArise
(including the RUMS project) as at 31 December 2022 is US$nil, the downsides shown below are not reflective of the actual impact on the Company
(as the value of SolarArise can not fall below US$nil).
Impact of sensitivity
NAV
NAV
Significant
Fair value
Fair value
per share
per share
unobservable input
Relationship to fair value
increase
(decrease)
increase
(decrease)
Power prices
Power price sensitivities have only been applied to
US$6.8 million
US$(6.5) million
3.9 cents
(3.7) cents
investments whose underlying assets are exposed
to merchant prices (i.e. revenue streams which
are not tied to a fixed-price PPA). An increase in
forecasted power prices used for these revenue
streams would result in an increase in fair value.)
Sensitivity:
+/- 25%
Renewable energy
An increase in generation would result in an
US$6.5 million
US$(6.6) million
3.7 cents
(3.8) cents
generation
increase in fair value.
Sensitivity:
+/- 10%
Notes to the Financial Statements
Continued
2022
Annual Report & Accounts |
FINANCIAL STATEMENTS
101
Impact of sensitivity
NAV
NAV
Significant
Fair value
Fair value
per share
per share
unobservable input
Relationship to fair value
increase
(decrease)
increase
(decrease)
Discount rate
A decrease in the discount rate used would result
US$1.4 million
US$(1.3) million
0.8 cents
(1.1) cents
in an increase in fair value.
Sensitivity:
-/+ 1%
Foreign exchange rate
Deflation of the local currencies in which the
US$1.0 million
US$(1.0) million
0.6 cents
(0.6) cents
investments are held against the US Dollar would
result in an increase in fair value.
Sensitivity:
-/+ 10%
Cost inflation
A decrease in the inflation rate used would result
US$0.6 million
US$(0.6) million
0.3 cents
(0.3) cents
in an increase in fair value.
Sensitivity:
-/+ 1%
Cash extraction
As at 31 December 2022, NISPI, the SolarArise
-
US$(1.2) million
-
(0.7) cents
holding company and each of the SolarArise SPVs
has significant negative distributable reserve
balances, prohibiting the payment of dividends.
The updated valuations have been updated to
reflect this but assume that some measures
to eliminate cash traps within a reasonable
timeframe are implemented for example, capital
reductions. The sensitivity assumes that such
measures to eliminate cash traps are delayed by c.
12 months at both NISPI and SolarArise.
Sensitivity:
Delay to assumed capital reductions
+12 months
RUMS termination
As at 31 December 2022, the least value
US$5.9 million
US$(2.4) million
3.3 cents
(1.4) cents
liabilities
destructive option was to abort the RUMS project.
Advice was sought on the range of liabilities
that could arise. The potential outcomes ranged
from a worst case liability of US$14.1 million to a
mitigated case of US$6.1 million on a 43% basis.
The sensitivity shows the impact on Company
value by adopting the ends of these ranges vs. the
concluded abort estimation of $12.0 million.
Sensitivity:
Third party advisors worst case /
mitigated case
10. Trade and other receivables
31 December 2022
31 October 2022
US$’000
US$’000
VAT receivable
541
Prepayments
92
Amounts receivable from related parties
66
Total
633
66
Amounts receivable from related parties in the prior year related to the ordinary share and preference shares issued on incorporation, payable by the
initial parent company, ThomasLloyd Cleantech Infrastructure Holding GmbH. In March 2022, the preference shares were cancelled (see note 14).
Notes to the Financial Statements
Continued
Asian Energy Impact Trust plc |
Annual Report 2022
102
11. Cash and cash equivalents
The cash and cash equivalents were held in the following currencies at the period end:
31 December 2022
31 October 2022
US$’000
US$’000
US$
109,024
GBP
6,742
Euro
53
Total
115,819
12. Trade and other payables
31 December 2022
31 October 2022
US$’000
US$’000
Trade payables
350
Accrued expenses
2,367
Amounts payable to related parties
146
Total
2,863
Amounts payable to related parties are management fees accrued and payable to the previous Former Investment Manager. See note 19 for further
information.
13. Provisions
31 December 2022
31 October 2022
US$’000
US$’000
Opening balance
Additions in the period
Onerous contract provision
38,500
Amounts utilised in the period
Balance at the end of the period
38,500
On 20 June 2022 the Company made a commitment to purchase the remaining 57% of SolarArise for a total consideration of US$38.5 million. The Company
has identified an onerous contract and recognised a provision of US$38.5 million in respect of this commitment as the fair value of the 57% investment is
lower than the consideration paid to acquire this 57% investment, primarily due to termination penalties relating to the RUMS project. Completion of the
purchase of 57% of SolarArise occurred on 13 January 2023. See note 9 for further details on how the fair value of SolarArise was determined.
14. Share capital
Preference share
Number of ordinary
Share capital
Share premium
Number of preference
capital
Allotted, issued and fully paid:
shares
US$’000
US$’000
shares
US$’000
At incorporation
(6 September 2021)
1
Issues of shares
(18 October 2021)
1
50,000
66
Cancellation of shares
(18 October 2021)
(1)
At 31 October 2021
1
50,000
66
Issue of shares at IPO
(14 December 2021)
115,393,127
1,154
114,239
Cancellation of preference shares
(22 March 2022)
(50,000)
(66)
Subsequent issue of shares
(16 August 2022)
26,014,349
260
29,926
Subsequent issue of shares
(16 November 2022)
34,277,228
343
34,963
Share issue costs
(3,618)
Transfer to special distributable reserve
(111,992)
Closing balance 31 December 2022
175,684,705
1,757
63,518
The Company was incorporated on 6 September 2021 with share capital of £0.01, being one ordinary share of £0.01.
Notes to the Financial Statements
Continued
2022
Annual Report & Accounts |
FINANCIAL STATEMENTS
103
On 18 October 2021, the Company issued US$0.01 of ordinary share capital, being one ordinary share of US$0.01 and preference share capital of
£50,000, being 5,000,000 preference shares of £0.01. On this date, the Company cancelled the one ordinary share of £0.01.
On 14 December 2021, at IPO, the Company issued 115,393,127 ordinary shares of US$0.01 each, at a price of US$1.00 per ordinary share, raising
gross proceeds of US$115.4 million.
On 22 March 2022, the Company effected a capital reduction process which included the cancellation of the 50,000 preference shares and the related
reduction of an amount receivable from related parties of US$66,000 and the reduction of the share premium reserve and related transfer to the
special distributable reserve of US$111,992,000.
On 16 August 2022, the Company issued 26,014,349 ordinary shares of US$0.01 each in consideration for the 43% economic interest in SolarArise.
SolarArise forms part of the seed assets of the IPO, with the consideration shares forming part of the gross IPO proceeds. The shares were issued at a
price of US$1.16035 per share that was based on the 10-day average share price prior to allotment of the shares.
On 16 November 2022, pursuant to the subsequent placing programme, the Company issued 34,277,228 ordinary shares of US$0.01 each at a price of
US$1.030 per ordinary share, raising gross proceeds of US$35.3 million. The shares were subsequently issued on 18 November 2022.
Expenses incurred of US$3.6 million were determined to be directly attributable to the equity transactions and that would have otherwise been
avoided if the shares had not been issued. These expenses include broker fees and commissions, sponsor fees, amounts paid to lawyers, accountants
and other professional advisors in relation to the IPO and the subsequent placing programme. Such expenses have been recognised directly in share
premium.
15. Special distributable reserve
In March 2022, the Company was granted court approval for a capital reduction process to cancel US$112.0 million of share premium which was
transferred to the special distributable reserve. During 2022, the Company paid dividends of US$1.9 million from this reserve. At 31 December 2022,
the special distributable reserve was US$110.1 million and is fully distributable.
16. Net asset value per ordinary share
As at 31 December
2022
Total shareholders’ equity (US$'000)
86,580
Number of ordinary shares in issue (000)
175,685
Net asset value per Ordinary Share (cents)
49.28
17. Financial instruments by category
The table below sets out the classifications of the carrying amounts of the Company’s financial assets and financial liabilities into categories of financial
instruments. There are no non-recurring fair value measurements.
As at 31 December 2022
Financial
Financial
assets at fair
liabilities at
Financial assets at
value through
amortised
amortised cost
profit or loss
cost
Total
US$’000
US$’000
US$’000
US$’000
Non-current assets
Investments at fair value through profit or loss
11,491
11,491
Current assets
Cash and cash equivalents
115,819
115,819
Total assets
115,819
11,491
127,310
Current liabilities
Trade and other payables
(350)
(350)
Total liabilities
(350)
(350)
Net assets
115,819
11,491
(350)
126,960
Financial instruments are held at carrying value as an approximation to fair value unless stated otherwise.
Notes to the Financial Statements
Continued
Asian Energy Impact Trust plc |
Annual Report 2022
104
IFRS 13 requires the Company to classify its investments in a fair value hierarchy that reflects the significance of the inputs used in making the
measurements. IFRS 13 establishes a fair value hierarchy that prioritises the inputs to valuation techniques used to measure fair value. The three levels
of fair value hierarchy under IFRS 13 are as follows:
Level 1:
fair value measurements are those
Level 2:
fair value measurements are those
Level 3:
fair value measurements are those
derived from quoted prices (unadjusted) in
derived from inputs other than quoted prices
derived from valuation techniques that include
active markets for identical assets or liabilities
included within Level 1 that are observable
inputs to the asset or liability that are not based
for the asset or liability, either directly (i.e. as
on observable market data (unobservable
prices) or indirectly (i.e. derived from prices)
inputs)
As at 31 December 2022
Level 1
Level 2
Level 3
Total
US$’000
US$’000
US$’000
US$’000
Financial assets
Investments at fair value through profit or loss
11,491
11,491
Total financial assets
11,491
11,491
There were no Level 1 or Level 2 assets during the period. There were no transfers between Level 1 and 2, Level 1 and 3 or Level 2 and 3 during the
period.
Reconciliation of level 3 fair value measurement of financial assets and liabilities
An analysis of the movement between opening to closing balances of the investments at fair value through profit or loss (all classified as Level 3) is
given in note 9.
The fair value of the investments at fair value through profit or loss includes the use of Level 3 inputs. Refer to note 9 for details on the valuation
methodology.
18. Financial risk management
The Company is exposed to certain risks through the ordinary course of business and its financial risk management objective is to minimise the effect
of these risks on its operations. The management of risks is the responsibility of the Board. The Investment Manager and AIFM report to the Board
on a quarterly basis and provide information to the Board which allows it to monitor and manage financial risks relating to the Company’s operations.
The exposure to each financial risk considered potentially material to the Company, how it arises and the policy for managing it is summarised below.
(i) Currency risk
The Company operates internationally and holds both monetary and non-monetary assets denominated in currencies other than the US Dollar, the
functional currency. Foreign currency risk, as defined in IFRS 7, arises as the value of future transactions and recognised monetary assets and monetary
liabilities denominated in other currencies fluctuate due to changes in foreign exchange rates. IFRS 7 considers the foreign exchange exposure relating
to non-monetary assets and liabilities to be a component of market price risk and not foreign currency risk. However, the Investment Manager monitors
the exposure on all foreign currency-denominated assets and liabilities.
Whilst the Company will not pursue long-term currency hedging, the Board intends to substantially hedge future dividend payments to shareholders
where those payments are funded by non-US Dollar-denominated dividend income. This hedging programme may cover up to a rolling two-year
period. At 31 December 2022, the Company had not entered into any foreign exchange hedging transactions for the purpose of managing its exposure
to foreign exchange movements (both monetary and non-monetary).
In relation to local currency debt facilities held at the investment portfolio level, these are and should be in the same currency as the offtake agreement,
which provides a natural hedge to mitigate the currency risk. The Investment Manager also includes prevailing assumptions on annualised currency
depreciation in its financial projections, so that its financial models contain anticipated changes in currency value. As at 31 December 2022, the
SolarArise portfolio held debt of US$106.8 million on a 100% basis (US$45.9 million on a 43% basis).
When the Investment Manager formulates a view on the future direction of foreign exchange rates and the potential impact on the Company, the
Investment Manager factors that into its investment portfolio decisions. While the Company has direct exposure to foreign exchange rate changes on
the price of non-US Dollar-denominated investments, it may also be indirectly affected by the impact of foreign exchange rate changes on the earnings
of certain of its investments and, therefore, the sensitivity analysis below may not necessarily indicate the total effect on the Company’s net assets of
future movements in foreign exchange rates.
Notes to the Financial Statements
Continued
2022
Annual Report & Accounts |
FINANCIAL STATEMENTS
105
The table below summarise the Company’s assets and liabilities, both monetary and non-monetary, denominated in the currencies the Company is
exposed to, expressed in US$’000s.
US$
GBP
PHP
INR
Other
Total
Assets
Investments at fair value through
profit or loss
11,491
11,491
Trade and other receivables
633
633
Cash and cash equivalents
109,024
6,742
53
115,819
Liabilities
Trade and other payables
(593)
(2,270)
(2,863)
Onerous contract provision
(38,500)
(38,500)
Net assets
108,431
5,105
11,491
(38,500)
53
86,580
% of NAV
125%
6%
13%
(43%)
0%
100%
(ii) Interest rate risk
The Company’s interest and non-interest bearing assets and liabilities (both monetary and non-monetary) as at 31 December 2022 are summarised
below:
Non-interest
Interest bearing
bearing
Total
US$’000
US$’000
US$’000
Assets
Cash and cash equivalents
115,819
115,819
Trade and other receivables
633
633
Investments at fair value through profit or loss
11,491
11,491
Total assets
127,943
127,943
Liabilities
Trade and other payables
(2,863)
(2,863)
Onerous contract provision
(38,500)
(38,500)
Total liabilities
(41,363)
(41,363)
(iii) Power price risk
The Company is also exposed to power price risk on its investments, primarily being future power prices. Wholesale electricity prices tend to be volatile
and are impacted by a variety of factors, including market demand, the electricity generation mix in a specific market and fluctuations in the market
prices of certain commodities. Whilst SolarArise benefits from fixed priced PPAs, NISPI’s revenues are based on the wholesale electricity spot market
price in the Philippines. The Investment Manager continually monitors the wholesale electricity spot market price and forecasts and aims to put in
place mitigating strategies, such as securing fixed PPA contracts, to reduce the exposure of the Company to this risk. However none were entered into
either in the year or subsequent to the balance sheet date. The valuation sensitivity of the investment portfolio to power prices is shown in note 9.
The Company’s policy is to manage price risk arising from investments through diversification of its investment portfolio and selection of investments
in renewable energy assets and other financial instruments within the specified limits set out in the Company’s investment policy, or otherwise set by
the Board. See page 11 for further details on the Company’s Investment Policy.
(iv) Credit risks
The Company is exposed to third-party credit risk in several instances and the possibility that a counterparty with which the Company or its underlying
investment entities contract may fail to perform their obligations under a commitment that it has entered into with the Company or its underlying
investment entities, in the manner anticipated by the Company.
Credit risk arises where capital commitments are being made and is managed by diversifying exposures among a portfolio of counterparties and
through applying credit limits to those counterparties with a lower credit standing.
Counterparty credit risk exposure limits are determined based on the credit rating of the counterparty. Counterparties are assessed and monitored on
the basis of their ratings from Standard & Poor’s and/or Moody’s. No financial transactions are permitted with counterparties with a credit rating of
less than BBB- from Standard & Poor’s or Baa3 from Moody’s, unless specifically approved by the Board.
Credit risk also arises from cash and other assets that are required to be held in custody by banks and other financial institutions. Cash held with banks and
other financial institutions will not be treated as client money subject to the rules of the FCA and may be used by the bank in the ordinary course of its own
business. The Company will, therefore, be subject to the creditworthiness of the bank or other financial institution. In the event of insolvency of a bank or
other financial institution, the Company will rank as a general creditor in relation thereto and may not be able to recover such cash in full, or at all. To mitigate
this risk, cash and bank deposits are only held with major financial institutions with high credit ratings assigned by international credit rating agencies.
Notes to the Financial Statements
Continued
Asian Energy Impact Trust plc |
Annual Report 2022
106
The Company has assessed the expected credit loss model in IFRS 9 and does not consider any material impact on these Financial Statements.
No balances are past due or impaired.
(v) Liquidity risks
Liquidity risk is the risk that the Company may not be able to meet its financial obligations as they fall due. The objective of liquidity management is,
therefore, to ensure that all commitments which are required to be funded can be met out of readily available and secure sources of funding.
At 31 December 2022, the Company’s financial liabilities were trade payables. The Company also held an onerous commitment for $38.5m to acquire
the remaining 57% interest in SolarArise and a contingent liability in relation to contingent consideration payable under the NISPI sale and purchase
agreement. As detailed in note 21 the fair value of this contingent liability was determined to be US$nil at 31 December 2022 and the risk surrounding
this contingent liability has fallen away post the period end. The Company intends to hold sufficient cash to meet its working capital needs over a
horizon of at least the next 12 months from the signing of these Financial Statements. The Company held cash and cash equivalents of US$115.8 million
at 31 December 2022, with total financial liabilities of US$0.35 million. The Company also had non-financial liabilities, including amounts payable under
an onerous contract provision, of US$41.0 million.
Cash flow forecasts are prepared by the Investment Manager on a quarterly basis for a rolling six-month period to assist in the ongoing analysis of
short-term cash flow, and for at least 12 months to cover the Company’s going concern assessment. The Directors monitor forecast and actual cash
flows from operating, financing and investing activities to consider payment of trade and other payables, payment of dividends or the funding of
additional investing activities. The Company also ensures that it maintains adequate cash reserves by monitoring the forecast and actual cash flows.
The following table shows the maturity analysis of financial assets and liabilities held at 31 December 2022.
Less than 1 year
1-5 years
More than 5 years
Total
US$’000
US$’000
US$’000
US$’000
Assets
Investments at fair value through profit or loss
11,491
11,491
Cash and cash equivalents
115,819
115,819
Liabilities
Trade and other payables
(350)
(350)
115,469
11,491
126,960
Investments at fair value through profit and loss have been presented as more than 5 years on account that they are held as long term investments.
Capital risk management
The Company manages its capital to ensure that it will be able to continue as a going concern while maximising the capital return to shareholders.
The capital structure of the Company at 31 December 2022 consists of equity attributable to equity holders of the Company, comprising issued share
capital and reserves, including accumulated losses. The Board continues to monitor the balance of the overall capital structure so as to maintain
investor and market confidence. The Company is not subject to any external capital requirements.
The Company does not have any debt, however is permitted to have debt within its underlying investments. Per the Company’s investment policy,
gearing should not exceed 65% of the Adjusted GAV, with the Company targeting gearing of below 50% in the medium term. External debt financing is
only at the level of the Indian solar portfolio and as at 31 December 2022, this comprised outstanding principal amounts of US$45.9 million (pro rated
for economic ownership), representing a leverage ratio of 27% increasing to 46% on a committed basis (including 100% of SolarArise).
19. Related party transactions
AIFM
The Company is classified as an Alternative Investment Fund under the EU Alternative Investment Fund Managers’ Directive as incorporated into UK
law (the ‘AIFMD’) and is, therefore, required to have an AIFM. The Company’s AIFM is Adepa Asset Management S.A.
The AIFM is entitled to an annual management fee at the following rates, based on the NAV and payable quarterly in arrears:
Fee based on NAV
Up to US$200 million
0.055%
Between US&200-400 million
0.045%
Between US&400-1,000 million
0.035%
Above US$1 billion
0.025%
Notes to the Financial Statements
Continued
2022
Annual Report & Accounts |
FINANCIAL STATEMENTS
107
The AIFM is also entitled to an annual risk management fee of EUR14,500.
For the period from IPO to 31 December 2022, the AIFM was entitled to management fees of US$94,000. Of this total, US$38,000 remained outstanding
at the balance sheet date and was included in payables.
Investment Manager
The AIFM, with the agreement of the Company, has delegated the portfolio management of the Company to the Investment Manager. For the period
from IPO to 31 October 2023, the Investment Manager was ThomasLloyd Global Asset Management (Americas) LLC (the “Former Investment Manager”).
Management fees are payable quarterly in arrears and are calculated at the following rates, based on the NAV on the last business day of the relevant
quarter:
Fee based on NAV
Up to US$700 million
1.3%
US$700 million to US$2.0 billion
1.1%
Over US$2.0 billion
1.0%
For the period from IPO to 31 December 2022, the Former Investment Manager was entitled to management fees of US$1.4 million. Of this total,
US$0.15 million remained outstanding at the balance sheet date and was included in amounts payable to related parties.
The Investment Management Agreement between the AIFM, Company and Former Investment Manager (the “IMA”) was terminated post period end
with effect from 31 October 2023. From 1 November 2023, Octopus Energy Generation were appointed as Transitional Investment Manager to cover
an initial period through to 30 April 2024.
Transactions with the Former Investment Manager
Acquisition of SolarArise
The Company acquired its 43% economic interest in SolarArise from ThomasLloyd SICAV, ThomasLloyd Cleantech Infrastructure Fund SICAV and
ThomasLloyd Cleantech Infrastructure Holding GmbH, all related parties of the Former Investment Manager. The acquisition agreement signed in
November 2021 was amended prior to completion in August 2022 to provide for the consideration to be changed from a fixed number of ordinary
shares to a variable number of shares based on an average 10-day share price prior to date of allotment, to update the fair value to that at 30 June 2022
as opined on by an independent third-party and to provide for the number of ordinary shares to be issued as consideration to be net of withholding tax
of US$2.7 million, which was required to be withheld and remitted by the Company to the tax authorities on behalf of the sellers.
At November 2021, the consideration payable was US$34.6 million, which was to be settled by the issue of 34,606,872 ordinary shares in the Company
(equivalent to an issue price of US$1.00 per share). Following these amendments, completion of the acquisition of the 43% economic interest in
SolarArise was for a consideration of US$30.2 million, settled through the issue of 26,014,349 ordinary shares at US$1.16035 per share. In addition,
cash of US$2.7 million was paid to the Indian tax authorities on behalf of the sellers.
As at 31 December 2022 the Company’s investment in SolarArise was valued at US$nil. See note 9 for further information.
Acquisition of NISPI
The Company acquired its 40% economic interest in NISPI from ThomasLloyd CTI Asia Holdings Pte Ltd, which is a related party of the Former Investment
Manager and shares an ultimate beneficial owner with the Former Investment Manager. Under the acquisition agreement, the Company paid an initial
cash consideration of US$25.4 million and may have led to paying an additional contingent cash consideration of up to US$22.0 million if the Company,
prior to June 2023, was awarded a power purchase agreement pursuant to a Green Auction carried out by the Department of Energy of the Philippines.
If such contingent consideration was payable, the consideration would have been settled 10 business days after the Green Auction purchase price
agreement is awarded. On 10 June 2022, the Company and ThomasLloyd CTI Asia Holdings Pte Ltd agreed to extend the date for payment of any contingent
consideration to the earlier of (i) 31 December 2026 and (ii) 10 business days after a further capital raise by the Company, the purpose of which includes
funding payment of contingent consideration (or, if the updated valuation has not been received prior to such fundraise, 10 business days after the updated
valuation has been received).
NISPI was not awarded a PPA under a Green Auction prior to June 2023 and therefore no further consideration is payable for the acquisition of NISPI.
Notes to the Financial Statements
Continued
Asian Energy Impact Trust plc |
Annual Report 2022
108
Directors
The Company has four non-executive Directors. Total Directors’ fees of US$255,000, with associated payroll taxes of US$11,000, have been incurred
in respect of the period since IPO. Total expenses of US$6,000 were also paid to the Directors in the period, of which US$1,000 was outstanding at
31 December 2022.
The Directors had the following shareholdings in the Company, all of which were beneficially owned.
Ordinary shares held
Ordinary shares held
as at date of this
as at 31 December
report
2022
Sue Inglis
65,000
65,000
Kirstine Damkjaer
Mukesh Rajani
33,000
33,000
Clifford Tompsett
33,000
33,000
20. Subsidiaries, joint ventures and associates
As a result of applying Investment Entities (Amendments to IFRS 10, IFRS 12 and IAS 27), no subsidiaries have been consolidated in these Financial
Statements. The Company does not control each of the subsidiaries listed below and therefore the transfer of dividends is dependent on there being
suitable distributable reserves, and the approval of co-shareholders. For those subsidiaries with external debt, all debt agreements are complied with.
See note 21 to the Financial statements fro further information on the Company’s commitments with respect to these subsidiaries. The Company’s
subsidiaries are listed below:
Place of
Registered
Ownership
Name
Category
business
Office*
interest
AEIT Holdings Limited
Intermediate Holdings
UK
A
100%
Negros Island Solar Power Inc. (‘NISPI’)
Project company
Philippines
B
34%
54
SolarArise India Projects Private Ltd (‘SolarArise’)
Intermediate Holdings
India
C
43%
Talettutayi Solar Projects Private Limited
Project company
India
D
43%
Talettutayi Solar Projects One Private Limited
Project company
India
D
43%
Talettutayi Solar Projects Two Private Limited
Project company
India
D
43%
Talettutayi Solar Projects Four Private Limited
Project company
India
D
43%
Talettutayi Solar Projects Five Private Limited
Project company
India
D
43%
Talettutayi Solar Projects Six Private Limited
Project company
India
D
43%
Talettutayi Solar Projects Eight Private Limited
Project company
India
D
43%
Talettutayi Solar Projects Nine Private Limited
Project company
India
D
43%
Talettutayi Solar Projects Ten Private Limited
Project company
India
D
43%
*Registered offices:
A – The Scalpel, 18th Floor, 52 Lime Street, London, EC3M 7AF, United Kingdom.
B – Emerald Arcade, F.e. Ledesma 8t., San Carlos, Negros Island, Philippines.
C – A-39, LGF, Lajpat Nagar, Part-1 New Delhi-110024, India.
D – Unit No. 1004, 10th Floor, BPTP Park Centra, Sector 30, NH-8, Gurugram-122001, Haryana, India.
As at 31 December 2022, investments into AEIT Holdings, NISPI and SolarArise were held directly. All other investments were held indirectly.
Notes to the Financial Statements
Continued
54
The Company’s economic interest in NISPI is 40%.
2022
Annual Report & Accounts |
FINANCIAL STATEMENTS
109
21. Guarantees, contingent liabilities and other commitments
NISPI – contingent consideration
The sale and purchase agreement for the acquisition of the 40% economic interest in NISPI provided for an initial cash consideration of US$25.4 million
and potentially an additional contingent cash consideration of up to US$22.0 million. This contingent cash consideration was dependent upon NISPI
being awarded a PPA, prior to June 2023, by the Philippine’s Department of Energy under their Green Auction process. At 31 December 2023 any
payment was considered remote and therefore was fair valued at US$nil.
NISPI was not awarded a PPA under a Green Auction prior to June 2023 and therefore this contingent liability no longer exists at the date of signing
these Financial Statements.
AEIT Holdings – funding
At the balance sheet date, the Company committed to provide US$5.0 million of funding to AEIT Holdings to acquire a 99.8% interest in VSS, a privately-
owned company which holds 6.12 MWp of rooftop solar assets. The funding was provided through the issue of shares by AEIT Holdings to the Company
for cash. The funding was provided on 20 April 2023 and the acquisition of VSS completed on 31 May 2023 for US$3.1 million.
SolarArise – acquisition of additional 57% economic stake
On 20 June 2022 the Company made a commitment to purchase the remaining 57% of SolarArise for a total consideration of US$38.5 million. The
Company has identified an onerous contract and recognised a provision of US$38.5 million in respect of this commitment. This provision represents
the Company’s best estimate of the fair value of 57% of SolarArise (which was US$nil after factoring in the liabilities associated with the RUMS project)
less the consideration payable as of 31 December 2022. Completion of the purchase of 57% of SolarArise occurred on 13 January 2023. See note 13
for further information.
22. Post period end events
There have been no reportable events after the balance sheet date, other than as described below:
On 13 January 2023, the Company completed its acquisition of the remaining 57% in SolarArise for US$38.5 million. At the period end, the Company
had an onerous contract provision in respect of this commitment. See note 13 for further information.
The Company declared its fourth interim dividend of 1.18 cents per ordinary share on 13 April 2023 in respect of the period from 1 October 2022 to
31 December 2022. The dividend was paid on 22 May 2023.
On 20 April 2023, the Company increased its investment in AEIT Holdings by US$5.0 million. US$3.1 million of this amount was used by AEIT Holdings
to acquire Viet Solar System Company Limited (“VSS”), a privately-owned company which holds 6.12 MW of rooftop solar assets. The acquisition
completed on 31 May 2023 and represents a 99.8% interest in VSS.
On 25 April 2023 the Company announced a temporary share suspension. This was due to a material uncertainty regarding the fair value of its assets
and liabilities, in particular with regard to the 200 MW construction-ready asset in Rewa Ultra Mega Solar Park, the “RUMS project” acquired as part of
the SolarArise portfolio. Refer to page 14 for further details.
On 6 June 2023 the Company declared an interim dividend for the period from 1 January 2023 to 31 March 2023 of 0.44 cents per ordinary share. The
dividend was paid on 19 July 2023 to shareholders on the register on 16 June 2023.
On 10 August 2023 the Company declared an interim dividend for the period from 1 April 2023 to 30 June 2023 of 0.44 cents per ordinary share. The
dividend was paid on 11 September 2023 to shareholders on the register on 18 August 2023.
As detailed on page 15, on 15 September 2023, the Board served notice on the Former Investment Manager terminating the IMA with effect from
31 October 2023. From 1 November 2023, Octopus Energy Generation “OEGEN” was appointed as Transitional Investment Manager to cover an initial
period through to 30 April 2024. For this initial term, the Company will pay OEGEN a management fee of US$1.35 million. At the end of the term, at
the discretion of the Board, there is scope for OEGEN to earn an additional management fee of up to US$0.55 million for its services during the initial
period.
On 11 October 2023 the Board announced its decision to proceed with the RUMS project due to it being the least value destructive option for
shareholders. This was based on the advice received from the Former Investment Manager as detailed on page 17. To proceed with the RUMS project,
the Board put forward an amendment to the Company’s investment policy with regard to the single country limit which was passed on 31 October
2023. See page 12 for further information.
On 27 October 2023, the Company changed its name to Asian Energy Impact Trust plc. with a new corporate website launched on 1 November 2023
www.asianenergyimpact.com.
On 8 November 2023 the Company declared an interim dividend for the period from 1 July 2023 to 30 September 2023 of 0.44 cents per ordinary
share. The dividend was paid on 11 December 2023 to shareholders on the register on 17 November 2023.
On 13 December 2023, the Company announced its unaudited NAV as at 30 September 2023 is US$88.5 million (50.4 cents per share) and as at
30 September 2023, the Company had cash balances of US$63.6 million and held US$1.7 million in its UK subsidiary, AEIT Holdings. As at 30 September
2023, the value of the SolarArise portfolio increased from US$nil as at 31 December 2022 to US$11.3 million and included a negative NPV associated
with completing the RUMS project of US$14.6 million. The improvement in valuation associated with completing the RUMS project is due to a reduction
in the price of solar panels through 2023, primarily due to China opening up from lockdowns and therefore an increase in solar panel supply.
Notes to the Financial Statements
Continued
Asian Energy Impact Trust plc |
Annual Report 2022
110
In reporting financial information, the Company presents alternative performance measures (“APMs”) which are not defined or specified under the
requirements of IFRS. The Company believes that these APMs, which are not considered to be a substitute for or superior to IFRS measures, provide
stakeholders with additional helpful information on the performance of the Company. The Directors assess the Company’s performance against a
range of criteria which are viewed as particularly relevant for closed-end investment companies. The APMs presented in this report are shown below:
NAV per share
A measure of the value of the Company attributable to each share, at the reporting date. The calculation of NAV per share is shown in note 16 to the
Financial Statements.
NAV total return
A measure of success of the Company's investment strategy.
The NAV total return per share includes both income and capital returns by taking into
account any increase or decrease in the NAV per share over the reporting period and assuming that dividends paid to shareholders during the reporting
period are reinvested at the NAV per share on the ex-dividend date.
31 December 2022
Page
NAV
NAV per share at IPO (14 December 2021) – cents
a
n/a
98.00
NAV per share at 31 December 2022 - cents
b
87
49.28
55
Benefits of reinvesting dividends – cents
d
n/a
(0.78)
Dividends paid in the year - cents
c
97
1.32
Total return
(b+c+d)÷a)-1
-49.2%
GAV, Adjusted GAV and Gearing
GAV is measure of the total size of the Company and is the total value of the assets of the Company, being the aggregate of aggregate of the fair value of its
investment portfolio and any cash and cash equivalents. Leverage is not employed at the Company level but may be employed within investment portfolio.
Adjusted GAV is a measure of the total size of the Company, including, on a look through basis, its proportionate share of any leverage within its investment
portfolio, and forms the basis on which the gearing restriction in the Company’s investment policy is calculated.
Gearing is a measure of the potential financial
risk to which the Company is exposed and is its proportionate share of any leverage within its investment portfolio expressed as a percentage of Adjusted GAV.
This excludes the onerous contract relating to the commitment to acquire a further 57% of SolarArise.
As at
31 December 2022
Page
US$ million
Value of investment portfolio
a
87
11.5
Cash and cash equivalents of the Company
b
87
115.8
GAV
a + b = c
127.3
Debt in underlying SPVs
56
d
n/a
45.9
Adjusted GAV
c + d = e
173.3
Gearing
(d÷e)
27%
Net operational asset value
The value of the Company’s operational asset investments, excluding construction projects. Provides a measure of the value of the investment portfolio
that is revenue generating and will make a positive contribution to the Company's dividend cover.
As at
31 December 2022
Page
US$ million
Value of investment portfolio
a
87
11.5
Abort liabilities recognised in respect of the RUMS project
b
21
(12.0)
Net operational asset value
a-b
23.5
Market capitalisation
Market capitalisation is a measure of the value of the Company as determined by the stock market and is the total value of all outstanding shares at
the prevailing market price.
As at
31 December 2022
Page
US$ million
Share price (US$ per share)
a
n/a
1.18
Shares in issue at period end
b
102
175,685
Market capitalisation
a+b
207.3
Alternative Performance Measures
55
Calculated by taking the dividend per share and assuming it is reinvested at the prevailing NAV/share price on the dividend payment date.
56
Debt held at SolarArise and disclosed here on a 43% basis.
2022
Annual Report & Accounts |
OTHER INFORMATION
111
Ongoing charges ratio
The ongoing charges ratio is a measure of the recurring annual costs of running the Company based on historical data. It is calculated using the AIC
methodology and is the Company’s recurring operating expenses for the last 12 months expressed as a percentage of the average published net assets
for that period. Recurring operating expenses exclude the costs of buying and selling investments, any non-recurring costs and the costs of issuing shares.
Period ended 31 December 2022
Page
US$ million
Reported NAV
Q1 2022
a
n/a
106.2
Q2 2022
b
n/a
115.2
Q3 2022
c
n/a
142.5
Q4 2022
d
87
86.6
Average NAV
(a+b+c+d)/4 = e
112.7
Total expenses
f
86
3.3
less transaction costs
g
96
(0.3)
less non-audit related services
h
96
(0.2)
less other non-recurring expenses
i
n/a
(1.5)
add realised FX gains
j
86
1.7
Annualised expenses
(f+g+h+i+j)/12.5*12 =k
2.9
Ongoing charges ratio
(k÷e)
2.50%
% of sustainable investments including cash
The proportion of the Company's sustainability-related investments after classifying the Company’s cash as ‘unsustainable’. This is disclosed in the SFDR
periodic disclosures on pages 115 to 119.
As at
31 December 2022
Page
US$ million
Fair value of investments
a
87
11.5
Net assets of the Company
b
87
86.6
Onerous contract provision
c
102
38.5
Adjusted net assets of the Company
b+c =d
125.1
% of sustainable investments
(a÷d)
9.2%
Committed for 57% of SolarArise
e
109
38.5
Committed for 99.8% of VSS
f
109
3.1
Total commitments
e+f =g
41.6
% of sustainable investments (including commitments)
(a+g)÷d
42.4%
Excluding cash, 100% of the Company's investments are sustainable.
Alternative Performance Measures
Continued
Asian Energy Impact Trust plc |
Annual Report 2022
112
SFDR Principle Adverse Impacts Statement for financial products (Article 7 of SFDR)
Financial market participant:
Asian Energy Impact Trust plc
Summary
Asian Energy Impact Trust plc (AEIT) LEI 254900V23329JCBR9G82 through its Investment Manager during the period, ThomasLloyd Global Asset
Management (Americas) LLC, considered principal adverse impacts of its investment decisions on sustainability factors. The present statement is the
consolidated statement on principal adverse impacts on sustainability factors of AEIT.
This statement on principal adverse impacts on sustainability factors covers the reference period from 1 January 2022 to 31 December 2022. The indicators
presented are based on data directly provided by investee companies and reviewed by the Investment Manager. This statement considers the operational
assets within the SolarArise and excludes the RUMS project. Including the RUMS project results in the SolarArise being valued at zero due to material
negative value of that project. Without this exclusion, all data pertaining to SolarArise, would not have been considered due to the mathematical calculations.
Excluding the RUMS project ensures that SolarArise reflects a non zero value and PAIs are more reflective of the assets. To complete a comprehensive
assessment of Scope 2 and 3 assessments, software solutions that apply emissions factors to financial expenditures were used. On climate and environment
related indicators: the GHG emissions associated with the AEIT portfolio are a small fraction of the avoided emissions associated with the clean energy
generation it has financed, even when all three scopes are accounted for. AEIT will continue to work with investee companies to explore opportunities
to further reduce this footprint, in order to improve carbon footprint, carbon intensity, and reduce non-renewable energy consumption PAIs wherever
possible. Portfolio emissions or intensity targets are not yet proposed. No investments had negative impacts on biodiversity sensitive areas, and emissions
to water and hazardous waste were small across the portfolio. On social and employee issues, respect for human rights, anti-corruption and anti-bribery
matters, no major issues related to the UN Global Compact or OECD Guidelines for Multinational Enterprises were reported, and grievance mechanisms
were in place. Further engagement with investee companies will strengthen the practical implementation of existing policies and effectiveness of grievance
mechanisms. The data presented in this first PAI statement for AEIT has been reviewed by the Board.
Indicators applicable to investments in investee companies (AEIT investment portfolio including commitment to SolarArise)
Adverse sustainability indicator
Metric
Impact 2022
(First year of
reporting)
Explanation
Actions taken, and actions planned and
targets set for the next reference period
Climate and other environment-related indicators
Greenhouse gas
(GHG) emissions
1. GHG emissions
Scope 1 GHG Emissions
23.0 tCO
2
e
The
Investment
Manager
used
an
external
advisor,
a
CDP
certified
software
to
support
GHG accounting, and to complete
its
GHG
footprint.
The
figures
presented represent a best first
effort to capture the scope 3
emissions of investee companies
more
completely
by
applying
emissions
factors
to
financial
expenditures.
Through
the
process a number of areas were
identified where more work is
needed to collect more granular
data on critical scope 3 emissions,
in addition to priorities for GHG
management.
Nevertheless,
the
emissions
associated
with
the
AEIT
portfolio
are
substantially
smaller than the emissions avoided
associated with the clean energy
generation it has financed.
The current portfolio footprint
is
relatively
small.
2022
is
the first year of operation
for AEIT. Next steps include
engagement
with
investee
companies
to
identify
and
implement measures to further
reduce GHG emissions. At this
stage, GHG emission reduction
targets are not being set.
Scope 2 GHG Emissions
68.2 tCO
2
e
Scope 3 GHG Emissions
598.7 tCO
2
e
Total GHG Emissions
689.9 tCO
2
e
2. Carbon
footprint
Carbon footprint
22,2tCO
2
e/
EUR m
3. GHG intensity
of investee
companies
GHG intensity of investee
companies
213.6 tCO
2
e/
EUR m
revenue
4. Exposure to
companies active
in the fossil fuel
sector
Share of investments in
companies active in the
fossil fuel sector
0
The Investment Manager’s ESG
policies excluded investment in
coal or nuclear fired power, and
oil and gas projects.
5. Share of non-
renewable energy
Share of non-renewable
energy
consumption
and
non-renewable
energy
production
of
investee companies from
non-renewable
energy
sources
compared
to
renewable
energy
sources,
expressed
as
a
percentage
of
total
energy sources
a) 100% (all
consump-
tion from
non-
renewable
sources)
b) 0% (all
production
from
renewable
sources)
The investment portfolio is focused
on renewable energy production.
However,
some
non-renewable
energy
is
used
through
diesel
generator sets for backup power
and purchasing electricity from the
grid to support overnight functions
for the solar portfolio. Taking a
conservative
approach,
energy
purchased from the grid has been
treated as non-renewable for the
purposes of these metrics.
The
Investment
Manager
will continue to work with
companies
to
explore
opportunities to reduce their
consumption of non-renewable
energy and improve energy
efficiency.
SFDR Principle Adverse Impacts Statement (Unaudited)
2022
Annual Report & Accounts |
OTHER INFORMATION
113
Indicators applicable to investments in investee companies (AEIT investment portfolio including commitment to SolarArise)
Adverse sustainability indicator
Metric
Impact 2022
(First year of
reporting)
Explanation
Actions taken, and actions planned and
targets set for the next reference period
Climate and other environment-related indicators
Greenhouse gas
(GHG) emissions
(continued)
6. Energy
consumption
intensity per high
impact climate
sector
Energy consumption in
GWh per million EUR
of revenue of investee
companies,
per
high
impact climate sector
0.075GWh/
EURm
Renewable
energy
generation
is allocated to the NACE sector
"electricity, gas, steam and air
conditioning supply" (NACE code
D/35) classified in total as high
impact climate sector. For the
purposes
of
this
PAI
indicator
regulation 2022/1288 does not
differentiate between renewable
energy generation and other forms
of energy generation which have a
high climate impact.
Biodiversity
7. Activities
negatively
affecting
biodiversity –
sensitive areas
Share of investments in
investee companies with
sites/operations located
in or near to biodiversity-
sensitive
areas
where
activities
of
those
investee
companies
negatively affect those
areas
0%
None.
To ensure no significant harm
to biodiversity and ecosystems,
environmental
screening
is
conducted for all investments.
Water
8. Emissions to
Water
Tonnes
of
emissions
to water generated by
investee companies per
million
EUR
invested,
expressed as a weighted
average
0.002 tonnes
As the current portfolio comprises
entirely
of
solar
plants,
these
emissions are not associated with
their operations.
The Investment Manager will
continue to monitor this critical
issue.
Waste
9. Hazardous
waste and
radioactive waste
ratio
Tonnes
of
hazardous
waste
and
radioactive
waste
generated
by
investee companies per
million
EUR
invested,
expressed as a weighted
average
0.04 tonnes
The
Investment
Manager
understood that the small quantity
of hazardous waste reported were
in relation to solar panels that were
replaced at one investee company
site. These solar panels were safely
disposed of through a designated
waste disposal agent authorised by
government authorities.
The
Investment
Manager
will
continue
to
explore
opportunities to reduce the
production of hazardous waste
and promote circular economy
approaches.
Indicators for Social and Employee, Respect for Human Rights, Anti-Corruption and Anti-Bribery Matters
Social and
employee
matters
10. Violations
of UN Global
Compact
principles and
Organisation
for Economic
Cooperation and
Development
(OECD) Guidelines
for Multinational
Enterprises
Share
of
investments
in
investee
companies
that have been involved
in
violations
of
the
UNGC
principles
or
OECD
Guidelines
for
Multinational Enterprises
0%
No violations have been reported.
Further
engagement
with
investee
companies
will
strengthen their implementation
of the OECD Guidelines for
Multinational Enterprises and
the effectiveness of grievance
mechanisms.
11. Lack of
processes and
compliance
mechanisms
to monitor
compliance
with UN Global
Compact
principles and
OECD Guidelines
for Multinational
Enterprises
Share
of
investments
in
investee
companies
without
policies
to
monitor compliance with
the UNGC principles or
OECD
Guidelines
for
Multinational Enterprises
or grievance /complaints
handling
mechanisms
to
address
violations
of the UNGC principles
or OECD Guidelines for
Multinational Enterprises
0%
All
investee
companies
have
grievance
mechanisms in place
through which any stakeholder can
raise concerns about their project
implementation frameworks, and
complaints lodged through these
mechanisms are reported to the
Investment Manager.
The
Investment
Manager
will continue to work closely
with the investee companies
to identify and action areas
where implementation of these
frameworks
can
be
further
enhanced, make information
about
the
functioning
of
these
mechanisms
more
readily available, and establish
appropriate policies to promote
respect for human rights in all
activities, including with their
suppliers.
SFDR Principle Adverse Impacts Statement
Continued
Asian Energy Impact Trust plc |
Annual Report 2022
114
Indicators applicable to investments in investee companies (AEIT investment portfolio including commitment to SolarArise)
Adverse sustainability indicator
Metric
Impact 2022
(First year of
reporting)
Explanation
Actions taken, and actions planned and
targets set for the next reference period
Climate and other environment-related indicators
Social and
employee
matters
(continued)
12. Unadjusted
gender pay gap
Average
unadjusted
gender
pay
gap
of
investee companies
37%
Gender pay-gap analysis was not
possible in most cases given no
female employees at the investee
company.
A
substantial
gender
pay gap was reported at one of
AEIT’s investee companies, with
the average daily gross pay for men
being 51% higher as women.
The
Investment
Manager
will continue to monitor and
encourage investee companies
to
consider
diversity
and
equality
in
their
operating
priorities,
local
culture
and
needs.
13. Board gender
diversity
Average
ratio
of
female to male board
members
in
investee
companies, expressed as
a percentage of all board
members
74%
SolarArise
board
diversity
had
50/50
representation.
However,
NISPI did not have a board in
place during the period and so the
calculation assumes 100% male
representation for NISPI.
The Investment Manager will
look to advocate for gender
equality
across
investee
company governance.
14. Exposure to
controversial
weapons (anti-
personnel mines,
cluster munitions,
chemical weapons
and biological
weapons)
Share
of
investments
in
investee
companies
involved
in
the
manufacture or selling of
controversial weapons
0%
Not applicable due to exclusion.
Not applicable. These sectors
are excluded.
Additional climate and other environment-related Indicators
6. Water usage
(a) Average amount of
water consumed by the
investee
companies
(in
cubic
meters)
per
million EUR of revenue of
investee companies
(b) percentage of water
recycled and reused by
investee companies
(a) 751.7 m3/
EUR m
(b) 0%
Water consumption at investee
companies
fluctuated
over
the course of 2022, with less
consumption
during
rainy
periods, and substantially higher
consumption during periods of high
pollution that result in a greater
need for solar panel cleaning.
Water recycling and reuse was not
measured during the period and so
the Investment Manager assumed
0%.
Efforts
to
improve
water
consumption
efficiency
reflecting the level of water
scarcity
at
site
level
are
needed
at
all
sites.
The
Investment
Manager
will
continue
to
engage
with
investee companies to explore
site
appropriate
responses.
The Investment Manager will
encourage the measurement of
water recycling and reuse.
Additional social and employee, respect for human rights, anti-corruption and anti-bribery matters indicator
3. Number of days
lost to injuries,
accidents,
fatalities or illness
Number of workdays lost
to
injuries,
accidents,
fatalities
or
illness
of
investee
companies
expressed as a weighted
average
0
Investee companies reported no
workdays lost to health and safety
related issues.
Continued
vigilance
in
monitoring
incidents
at
managed sites is needed, and
sustained efforts to maintain
high
health
and
safety
standards are required.
SFDR Principle Adverse Impacts Statement
Continued
2022
Annual Report & Accounts |
OTHER INFORMATION
115
Template periodic disclosure for the financial products referred to in Article 9, paragraphs 1 to 4a, of Regulation (EU) 2019/2088
and Article 5, first paragraph, of Regulation (EU) 2020/852
Product name:
Asian Energy Investment Trust plc
Legal entity identifier:
254900V23329JCBR9G82
To what extent was the sustainable investment objective of this financial
product met?
Asian Energy Infrastructure Trust Plc (AEIT) is a renewable energy investment trust providing direct access to
sustainable energy infrastructure in fast-growing and emerging economies in Asia. In line with AEIT’s triple
return objectives, which aim to provide financial, environmental and social returns, the investments support the
environmental objective of climate change mitigation as set out in Article 9 of the EU Taxonomy by generating,
transmitting, storing, distributing or using renewable energy. AEIT’s investments in sustainable energy target
countries where greenhouse gas (GHG) emissions are growing rapidly. The investments address the climate
change mitigation priorities set out in those countries’ Nationally Determined Contributions under the Paris
Agreement on Climate Change, as well as their efforts to achieve the Sustainable Development Goals (SDGs),
by avoiding GHG emissions and having a positive effect on the communities in which they work. In the period
ended 31 December 2022, investments were made in 80 MW of operating solar capacity on Negros Province
in the Philippines and 233 MW of operating solar capacity in India. AEIT’s share of the operational capacity was
32 MW and 100 MW respectively.
SFDR Periodic Disclosure
Sustainable investment objective
Does this financial product have a sustainable investment objective?

Yes

No
It made
sustainable investments with an
environmental objective:
100%
in economic activities that qualify as
environmentally
sustainable
under
the EU Taxonomy
in economic activities that do not
qualify as environmentally sustainable
under the EU Taxonomy
It made
sustainable investments with a
social objective: 0
%
It
promoted Environmental/Social (E/S)
characteristics
and while it did not have
as its objective a sustainable investment,
it had a proportion of 0% of sustainable
investments
with an environmental objective in
economic activities that qualify as
environmentally sustainable under the
EU Taxonomy
with an environmental objective in
economic activities that do not qualify
as environmentally sustainable under
the EU Taxonomy
with a social objective
It promoted E/S characteristics
, but
did
not make any sustainable investments
The
EU Taxonomy
is a classification
system laid down in Regulation
(EU) 2020/852 establishing a list
of
environmentally sustainable
economic
activities
.
That
Regulation does not include a list
of socially sustainable economic
activities. Sustainable investments
with an environmental objective
might
be
aligned
with
the
Taxonomy or not.
Sustainable
investment
means
an investment in an economic
activity that contributes to an
environmental or social objective,
provided
that
the
investment
does not significantly harm any
environmental or social objective
and that the investee companies
follow good governance practices.
Asian Energy Impact Trust plc |
Annual Report 2022
116
How did the sustainability indicators perform?
AEIT
ʹ
s investments substantially contributed to climate change mitigation as reflected in the technical screening
criteria listed in section 4 Annex 1 regulation 2021/2139. The construction and operation of new renewable
energy infrastructure in Asia helped improve energy access and security, create jobs, and avoid GHG emissions.
These positive impacts were measured using the following key performance indicators, which align with SDG 7
(Affordable and Clean Energy) and SDG 13 (Climate Action):
Installed renewable capacity – MW
132
Renewable energy generated – MWh
85,199
CO
2
emissions avoided – tCO
2
e
62,770
Note:
Figures are based on AEITʹs proportional share of the investment portfolio as at 31 December 2022.
The Portfolio therefore comprised a 40% interest in NISPI and a 43% interest in SolarArise.
… and compared to previous periods?
Not applicable: this was the first complete year of AEIT operation, with the first investment made in
December 2021.
How did the sustainable investments not cause significant harm to any
sustainable investment objective?
Environmental, social and governance (ESG) considerations are integral to AEITʹs investment objective, and
AEITʹs investment manager during the period (the ‘Investment Manager’) had environmental and social policies
that drew on the International Finance Corporationʹs environmental and social performance standards. These
policies provide a framework that help identify and manage potential significant harm to any environmental or
social objectives, including water; biodiversity and ecosystems; circular economy; pollution prevention.
How were the indicators for adverse impacts on sustainability factors taken
into account?
Data related to the mandatory indicators for Principle Adverse Impacts listed under Table 1 Annex 1 of regulation
2022/1288 have been collected. These indicators are also monitored continuously over the life of an investment.
AEITʹs 2022 Annual Report includes its Annual PAI Statement completed using Annex I of regulation 2022/1288.
Were sustainable investments aligned with the OECD Guidelines for
Multinational Enterprises and the UN Guiding Principles on Business and
Human Rights?
No major controversies or violations were reported during the period. The Investment Manager will continue
to engage with investee companies to strengthen implementation frameworks, and enhance the practical
effectiveness of established grievance mechanisms.
How did this financial product consider principal adverse impacts on
sustainability factors?
The issues addressed by the PAIs were expressly covered by the Investment Managerʹs Sustainability Policies and
management frameworks, and social and environmental issues were considered during due diligence phases
of
the investment process and KPIs were monitored post-acquisition. Specifically, in 2022 the Investment
Manager worked with the investee companies to carry out greenhouse gas accounting including to capture
Scope 3 emissions. AEITʹs 2022 Annual Report includes its Annual PAI Statement containing information on the
mandatory PAI indicators in Table 1 Annex 1 regulation 2022/1288 for the AEIT investments collected using
best efforts.
SFDR Periodic Disclosure
Continued
Sustainability
indicators
measure how the sustainable
objectives of this financial
product are attained.
Principal adverse impacts
are
the
most
significant
negative
impacts
of
investment
decisions
on
sustainability
factors
relating to environmental,
social
and
employee
matters, respect for human
rights, anti-corruption and
anti-bribery matters.
2022
Annual Report & Accounts |
OTHER INFORMATION
117
57
Refer to the APM for detailed calculations.
What were the top investments of this financial product?
Largest investments
Sector
% Assets
Country
SolarArise
Energy
100%
India
NISPI
Energy
0%
Philippines
Note: Figures are based on AEITʹs investment portfolio at 31 December 2022.
What was the proportion of sustainability-related investments?
100%
AEIT invests in sustainable energy solutions and infrastructure assets that align with the EU Green Taxonomy
environmental objective of climate change mitigation. In 2022, 100% of AEIT investments were used to meet
its sustainable investment objective, in accordance with the binding elements of the investment strategy. This
calculation excludes cash held that is committed and is awaiting deployment.
Given AEIT held a significant proportion of cash during the period, AEIT decided to also disclose the proportion
of sustainability-related investments including and classifying AEIT’s cash as ‘unsustainable’. This is calculated
to be only 9.2%
57
.
Considering the undeployed cash which was committed but not yet invested to the SolarArise Portfolio and VSS
Portfolio as sustainable investments, this percentage increases to 42.4%. The remaining cash was being held for
future investments, that are expected to also meet the sustainable investment criteria as per the Investment
Strategy’s mandate.
What was the asset allocation?
100% of the sustainable investments were held indirectly through Special Purpose Vehicles and
intermediate entities.
In which economic sectors were the investments made?
Energy – Electricity generation using solar photovoltaic technology
SFDR Periodic Disclosure
Continued
The
list
includes
the
investments
constituting
the
greatest
proportion
of
investments
of
the
financial product during the
reference period which is:
Jan 1 – December 31 2022.
Asset allocation
describes
the share of investments in
specific assets.
#1 Sustainable
covers sustainable investments with environmental or social objectives.
#2 Not sustainable
includes investments which do not qualify as sustainable investments.
Investments
#1 Sustainable
100%
Environmental
#2 Not sustainable
Taxonomy-aligned
100%
Asian Energy Impact Trust plc |
Annual Report 2022
118
To what extent were sustainable investments with an environmental
objective aligned with the EU Taxonomy?
100%
All investments made by AEIT in 2022 were in companies that exclusively generate solar photovoltaic electricity,
thereby meeting the substantial contribution criteria of the technical screening criteria of the EU Taxonomy
in section 4.1 Annex 1 of regulation 2021/2139 (electricity generation using solar photovoltaic technology).
The MWh produced have been reported above and detailed in AEIT’s Annual Report. To ensure no significant
harm to biodiversity and ecosystems, environmental screening was conducted for all investments prior
to acquisition, reflecting the Investment Manager’s ESG policies and national law. New physical climate risk
and vulnerability assessments were completed for all existing investments in collaboration using a leading
third-party sustainability advisory. Investee companies have sought to use durable equipment. Where panel or
critical equipment replacement was required, as was the case at one of our investee companies, the process was
prudently managed to minimise the number of components that had to be disposed of, and managed through
authorised specialist service providers through a process regulated by the relevant national government.
The alignment of existing investments with EU Taxonomy was not subject to an assurance provided by an auditor.
Such alignment was substantiated by in-house experts, on the basis of inputs from third-party technical advisors,
publicly available information, information provided directly by investee companies, as well as third-party data
sources.
Did the financial product invest in fossil gas and/or nuclear energy related
activities complying with the EU Taxonomy
58
?
Yes
In fossil gas
In nuclear energy
No
The graphs below show in green the percentage of investments that were aligned with the EU
Taxonomy. As there is no appropriate methodology to determine the taxonomy-alignment of sovereign
bonds*, the first graph shows the Taxonomy alignment in relation to all the investments of the financial
product including sovereign bonds, while the second graph shows the Taxonomy alignment only in
relation to the investments of the financial product other than sovereign bonds.
Note: AEIT does not make any investments in Fossil gas or Nuclear.
* For the purpose of these graphs, ‘sovereign bonds’ consist of all sovereign exposures.
100%
100%
100%
0%
50%
100%
Turnover
CapEx
OpEx
Taxonomy Aligned (No Gas or Nuclear)
Not Taxonomy Aligned
100%
100%
100%
0%
50%
100%
Turnover
CapEx
OpEx
Taxonomy Aligned (No Gas or Nuclear)
Not Taxonomy Aligned
1. Taxonomy-alignment of investments
including sovereign bonds
*
Climate change mitigation
2. Taxonomy-alignment of investments
excluding sovereign bonds*
Climate change mitigation
58
Fossil gas and/or nuclear related activities will only comply with the EU Taxonomy where they contribute to limiting climate change (‘climate change mitigation’) and do no significant harm to
any EU Taxonomy objective – see explanatory note in the left-hand margin. The full criteria for fossil gas and nuclear energy economic activities that comply with the EU Taxonomy are laid down
in Commission Delegated Regulation (EU) 2022/1214.
SFDR Periodic Disclosure
Continued
To comply with the EU
Taxonomy, the criteria for
fossil gas
include limitations
on emissions and switching
to fully renewable power
or low-carbon fuels by the
end of 2035. For
nuclear
energy
, the criteria include
comprehensive safety and
waste management rules.
Enabling activities
directly
enable
other
activities
to
make
a
substantial
contribution
to
an
environmental objective
Transitional
activities
are
economic
activities
for
which
low-carbon
alternatives
are
not
yet
available
and
that
have
greenhouse
gas
emission
levels corresponding to the
best performance.
Taxonomy-aligned activities
are expressed as a share of:
turnover
reflecting
the share of revenue
from green activities of
investee companies
capital
expenditure
(Capex)
showing
the
green investments made
by investee companies,
e.g. for a transition to a
green economy.
operational expenditure
(OpEx) reflecting green
operational activities of
investee companies.
2022
Annual Report & Accounts |
OTHER INFORMATION
119
What was the share of investments made in transitional and enabling activities?
0%
How did the percentage of investments aligned with the EU Taxonomy compare
with previous reference periods?
Not Applicable.
What was the share of sustainable investments with an environmental
objective that were not aligned with the EU Taxonomy?
0%
What was the share of socially sustainable investments?
Not applicable for Article 9 SFDR classification purposes. All AEIT investments aim to have a positive effect on the
communities in which they work and support social development. In 2022, AEIT investments directly supported
148 full time equivalent jobs, including 5 full time salaried employee positions.
What investments were included under ‘not sustainable’, what was
their purpose and were there any minimum environmental or social
safeguards?
No investments were included under not sustainable.
What actions have been taken to attain the sustainable investment objective
during the reference period?
The sustainability objectives achieved are the direct result of implementation of the binding elements of our
investment strategy. AEIT invests in a diversified portfolio of sustainable energy infrastructure assets in fast-
growing and emerging economies in Asia. The investments meet the AEIT’s aim of building a diversified portfolio
of assets in the areas of renewable energy generation. The 2022 portfolio consists entirely of solar photovoltaic
electricity generation. The Investment Manager has worked with the investee companies to monitor progress
towards attainment of these sustainability objectives using the key performance indicators specified above,
which align with SDG 7 (Affordable and Clean Energy) and SDG 13 (Climate Action). Avoided emissions were
calculated using the standards of the International Financial Institutions Joint Standards for GHG Accounting
for Grid Connected Renewable Energy Projects. The avoided emissions attributable to the AEIT portfolio on this
basis substantially exceeded the Scope 1, 2 and 3 emissions associated with operating these assets as reported in
AEIT’s Annual PAI Statement which is annexed to its 2022 Annual Report. The sustainability indicators presented
in this disclosure and in the Annual Report have been reviewed by the Board.
How did this financial product perform compared to the reference sustainable
benchmark?
Not Applicable.
How did the reference benchmark differ from a broad market index?
Not Applicable as AEIT does not use any reference benchmarks.
How did this financial product perform with regard to the sustainability
indicators to determine the alignment of the reference benchmark with the
sustainable investment objective?
Not Applicable.
How did this financial product perform compared with the reference
benchmark?
Not Applicable.
How did this financial product perform compared with the broad market index?
Not Applicable.
SFDR Periodic Disclosure
Continued
are
sustainable
investments
with
an
environmental
objective that
do not take
into account the criteria
for
environmentally sustainable
economic activities under
the EU Taxonomy.
Reference benchmarks
are
indexes to measure whether
the financial product attains
the sustainable objective.
Asian Energy Impact Trust plc |
Annual Report 2022
120
Adjusted GAV
GAV plus the Company’s proportionate share of asset level debt
AIC
Association of Investment Companies
AIFM
Alternative Investment Fund Manager
AIFM Directive
The EU Alternative Investment Fund Managers Directive (No. 2011/61/EU)
APM
Alternative performance measures
CO
2
e
Carbon dioxide
Company or AEIT
Asian Energy Impact Trust plc
Continuation Resolution
An ordinary resolution to continue the Company in its present form
DCF
Discounted Cash Flow
DTR
Disclosure Guidance and Transparency Rules
Group
The Company along with all its subsidiaries (as disclosed in note 20)
ESG
Environmental, social and governance
EU
European Union
FCA
Financial Conduct Authority
FCDO
Foreign, Commonwealth and Development Office of the UK Government
Former Investment Manager or
ThomasLloyd Group
ThomasLloyd Global Asset Management (Americas) LLC
FRC
Financial Reporting Council
FTE
Full time equivalent
GAV
Gross asset value
GW
Gigawatt
IPO
The Company's initial public offering which completed on 14 December 2021, when its shares were admitted
to trading on the London Stock Exchange
INR
Indian Rupee
Investment Manager
The Company’s investment manager from time to time (the Former Investment Manager or the Transitional
Investment Manager as the context requires)
KPI
Key performance indicators
LSE
London Stock Exchange plc
MW
Megawatt
MWh
Megawatt hour
MWp
Megawatts of electricity generated in the form of direct current at peak capacity
NAV
Net asset value
NISPI
Negros Island Solar Power Inc
OCR
Ongoing charges ratio
O&M
Operations and maintenance
PHP
Philippine Peso
PPA
Power purchase agreement
SDGs
Sustainable Development Goals
SFDR
Regulation (EU) 2019/2088 of the European Parliament and of the Council of 27 November 2019 on
sustainability-related disclosures in the financial services sector
SolarArise
SolarArise India Projects Private Limited and its subsidiaries
SORP
Statement of Recommended Practice
SPV
Special purpose vehicle
TCFD
Task Force on Climate-related Financial Disclosures
tCO
2
e
The number of metric tonnes of CO
2
emissions with the same global warming potential as one metric ton of
another greenhouse gas
Glossary
2022
Annual Report & Accounts |
OTHER INFORMATION
121
Temporary share suspension
the temporary suspension in the listing of, and trading in, the Company’s shares, at the request of the
Company due to a material uncertainty regarding the fair value of its assets and liabilities, with effect from
25 April 2023
Transitional Investment Manager
or OEGEN
Octopus Renewables Limited (trading as Octopus Energy Generation)
VSS
Viet Solar System Company Limited and its subsidiaries
WESM
Philippine wholesale electricity spot market
Glossary
Continued
Asian Energy Impact Trust plc |
Annual Report 2022
122
Registered Office
The Scalpel, 18th Floor
52 Lime Street
London, EC3M 7AF
United Kingdom
Registered number: 13605841
LEI: 254900V23329JCBR9G82
Directors
Sue Inglis (Chair)
Kirstine Damkjær
Mukesh Rajani
Clifford Tompsett
(All non-executive and independent)
Former Investment Manager
(until 31/10/2023)
ThomasLloyd Global Asset Management (Americas) LLC
427 Bedford Road
Pleasantville
New York 10570
United States of America
AIFM
Adepa Asset Management S.A.
R.C. B0114721
6A, Rue Gabriel Lippmann
L-5365 Schuttrange-Munsbach
Grand Duchy of Luxembourg
Transitional Investment Manager
(from 1/11/2023)
Octopus Renewables Limited (trading as Octopus Energy Generation)
UK House 5th Floor
164-182 Oxford Street
London W1D 1NN
United Kingdom
Registrar
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol, BS13 8AE
United Kingdom
Administrator and Company Secretary
JTC UK Limited
The Scalpel, 18th Floor
52 Lime Street
London, EC3M 7AF
United Kingdom
Independent Auditor
Deloitte LLP
1 New Street Square
London, EC4A 3HQ
United Kingdom
Independent Valuation Expert
PricewaterhouseCoopers LLP
7 More London Riverside,
London
SE1 2RT
United Kingdom
Joint Corporate Broker
Peel Hunt LLP
100 Liverpool Street,
London
EC2M 2AT
United Kingdom
Sponsor and Joint Corporate Broker
Shore Capital and Corporate Limited
Cassini House
57-58 St. James’s Street
London, SW1A 1LD
United Kingdom
Depositary
INDOS Financial Limited
54 Fenchurch Street
London, EC3M 3JY
United Kingdom
Legal Advisor
Stephenson Harwood LLP
1 Finsbury Circus
London, EC2M 7SH
United Kingdom
Company Information
The Scalpel, 18th Floor
52 Lime Street
London
EC3M 7AF
www.asianenergyimpact.com