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Asian Energy Impact Trust plc
(formerly ThomasLloyd Energy Impact Trust plc)
Annual Report and Accounts
For the year ended 31 December 2023
01
2023
Annual Report & Accounts |
OVERVIEW
Contents
Overview
Page
About the Company
2
2023 Performance Metrics
3
Investment Portfolio at a Glance
4
Strategic Report
Chair’s Statement
5
Our Operating Model
7
Objectives and KPIs
9
Investment Strategy and Policy
10
Timeline of Key Events in the Year
12
Investments
15
Portfolio Breakdown
16
Portfolio Performance
17
Portfolio Valuation
19
Financial Review
23
Impact Report
25
Risk and Risk Management
36
Task Force on Climate-Related Financial Disclosures
43
Stakeholder Engagement
48
Non-financial Information Statement
52
Governance
Board of Directors
53
Directors’ Report
55
Corporate Governance Report
59
Audit and Risk Committee Report
65
ESG Committee Report
69
Management Engagement Committee Report
70
Nomination Committee Report
71
Directors’ Remuneration Report
73
Statement of Directors’ Responsibilities
76
Independent Auditor’s Report
77
Financial Statements
Statement of Comprehensive Income
83
Statement of Financial Position
84
Statement of Changes in Equity
85
Statement of Cash Flows
86
Notes to the Financial Statements
87
Other information
Alternative Performance Measures
109
SFDR Principle Adverse Impacts Statement
112
SFDR Periodic Disclosure
120
Glossary
125
Company Information
127
02
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.
Having undertaken a comprehensive strategic review of the options for the Company's future and after consultation with its advisers and having taken
into account feedback from investors representing a significant proportion of AEIT’s issued share capital, the Board has concluded that it is in the best
interests of shareholders as a whole to put forward a proposal for the orderly realisation of AEIT’s assets. The proposal will seek to achieve a balance
between maximising the value of AEIT’s investments and progressively returning cash to shareholders in a timely manner.
Details of this proposal,
which is subject to shareholder approval at a general meeting of the Company expected to be held in Q2 2024, will be set out in a separate circular to
shareholders and will be made available on the Company’s website in due course.
About the Company
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.
03
2023
Annual Report & Accounts |
OVERVIEW
1
GAV is the value of all 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.
2
An alternative performance measure (“APM”). Definitions of APMs together with how these measures have been calculated can be found on pages 109 to 111.
3
Calculated on the basis of 175,684,705 ordinary shares in issue.
4
Total dividends declared in relation to the year ended 31 December 2023.
5
Adjusted GAV is GAV plus proportionate share of asset level debt.
6
Group debt and non-Group investment debt (calculated on a proportionate basis) as a % of Adjusted GAV.
7
As at 31 December 2023, the Company’s shares were temporarily suspended. The suspension was lifted on 6 March 2024 and at close on that day the market capitalisation was US$52.7 million.
8
These metrics have been proportioned to account for AEIT’s share of its investment portfolio during the reporting period.
9
In 2023, the GHG intensity of AEIT’s investee companies has been calculated using Scope 1 and market-based Scope 2 emissions. In 2022, this KPI was calculated using Scope 1 and location-based
Scope 2 emissions. Using a location-based method, the GHG intensity of AEIT’s investee companies in 2023 was 42.76 tCO
2
e/$m revenue.
2023 Performance Metrics
As at 31 December 2023
Capital raised to date
US$180.9m
(December 2022: US$180.9m)
Net asset value (“NAV”)
US$81.5m
(December 2022: US$86.6m)
Gross asset value (“GAV”)
1,2
US$83.3m
(December 2022: US$127.3m)
NAV per share
2,3
46.4 cents
(December 2022: 49.3 cents)
Fair value of investment
portfolio
US$42.1m
(December 2022: US$11.5m)
Dividend per share
4
1.32 cents
(December 2022: 2.5 cents)
NAV total return per share
since IPO
2
(51.5)%
(December 2022: (49.2)%)
NAV total return per share in
the year
2
(3.6)%
(December 2022: (49.2)%)
Adjusted gross asset value
(“Adjusted GAV”)
2,5
US$193.1m
(December 2022: US$173.3m)
Cash held at AEIT
US$41.2m
(December 2022: US$115.8m)
Gearing ratio
2,6
57%
(December 2022: 27%)
Market capitalisation
2
Shares suspended
7
(December 2022: US$207.3m)
Renewable energy generated
in the year
391,683 MWh
(December 2022: 85,199 MWh)
Total installed capacity
271 MW
(December 2022: 132 MW)
Estimated tonnes of carbon
avoided from generated electricity
311,752 tCO
2
e
(December 2022: 62,770 tCO
2
e)
Jobs supported
(full time equivalents)
197
(December 2022: 148)
Investments qualifying as
sustainable (EU Taxonomy)
100%
(December 2022: 100%)
GHG intensity of investee
companies tCO
2
e/USDm
9
82.6
(December 2022: 35.9)
Financial
Impact
8
04
Investment Portfolio at a Glance
As at 31 December 2023
The Company has investments in three countries across 11 solar operating assets, one construction asset and one development project.
Strategy
Technology
Country
Sites
Revenue type
Capacity
Average
remaining asset life
2
Economic
ownership
NISPI
Solar
Philippines
Wholesale
electricity market
80MW
19 years
40%
SolarArise
Solar
India
1 development
PPA
233MW
200MW
150MW
21 years
100%
VSS
Solar
Vietnam
20-year PPA
6MW
17 years
99.8%
75MW
Madhya Pradesh (RUMS project)
H1 2024
Telangana I
12MW
Telangana II
12MW
Islasol IA
18MW
Islasol IB
14MW
Islasol II
48MW
Maharashtra
67MW
Karnataka I
40MW
Karnataka II
27MW
Hoang Thong
4MW
Mo Cay
2MW
TT8
150MW in
development
2023
Annual Report & Accounts |
STRATEGIC REPORT
05
I am pleased to present the Annual Report for Asian Energy Impact
Trust plc for the year ended 31 December 2023. The difficulties of the
past year, notably navigating the complexities of the RUMS project (a
200 MW construction-ready asset in our SolarArise investment in India),
valuation uncertainties, the breakdown in the relationship with the
Former Investment Manager, resulting general meetings and wind-up
resolution, have been significant. However, they have been instrumental
in establishing a firmer foundation from which we can assess this year’s
performance. The resolution of these issues, particularly the resolution
regarding the RUMS project and the transition to a new Investment
Manager, marked a crucial step in realigning our operational focus
and governance. As outlined below, the suspension of listing of the
Company's shares was lifted on 6 March 2024. Due to a small number
of outstanding points in respect of the Company’s Annual Report and
audit for the year ended 31 December 2023 we were not able to publish
the Annual Report by the required regulatory deadline of 30 April 2024,
resulting in the suspension of the listing of and trading in the Company’s
shares since 7.30 a.m. on 1 May 2024. Now that the Annual Report
has been published in accordance with the Company’s obligations,
we will move expeditiously to apply to the FCA for a restoration of the
Company’s listing.
Against the backdrop of the issues referred to above, the Board undertook
a comprehensive strategic review of the options for the Company's
future.
The Board announced that, after consultation with its advisers
and having taken into account feedback from investors representing
a significant proportion of AEIT’s issued share capital, the Board had
concluded that it is in the best interests of shareholders as a whole to
put forward a proposal for the orderly realisation of AEIT’s assets. The
proposal will seek to achieve a balance between maximising the value
of AEIT’s investments and progressively returning cash to shareholders
in a timely manner. This proposal is subject to shareholder approval at a
general meeting of the Company expected to be held in Q2 2024.
What follows below is a review of the year ended 31 December 2023 and
the outlook for the Company in light of the outcome of the strategic review.
Impact
Despite the challenges there are some positives to reflect upon. The
Company was launched in response to investor interest in an impact-led
investment trust focused solely on fast-growing and 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 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.
A significant highlight is our investment in NISPI. This project is enabling
real social impact through its many projects that include gardening and
livelihood programmes, health and wellness and educational outreach
to name but a few. These projects are enabling us to extend our
United Nations Sustainable Development Goals (“UN SDGs”) impact to
contribute to nine goals in total. In aggregate, the Company’s investments
generated clean energy that avoided 311,752 tCO
2
e of greenhouse gas
emissions and supported 197 full time equivalent jobs. Once the RUMS
project becomes operational, the avoided greenhouse gas emissions are
expected to increase to 564,624 tCO
2
e.
Investment activity
The Company completed two transactions during the year. The first
involved increasing our stake in SolarArise India Projects Private Limited
(“SolarArise”), an Indian solar energy platform with a total capacity of 433
MW, including six operating plants totalling 233 MW, one construction-
ready 200 MW project and one 150 MW development project. We
acquired an initial 43% interest in August 2022 for US$32.9 million,
followed by the acquisition of the remaining 57% for US$38.5 million on
13 January 2023, having committed to acquire this stake in June 2022. As
at 31 December 2022, the Company had identified an onerous contract
in respect of the committed 57% acquisition since the fair value of that
interest was lower than the US$38.5 million consideration to be paid to
acquire it, primarily due to potential abandonment liabilities relating
to the RUMS project. This provision was utilised following acquisition
during 2023. The Company is now the sole owner of SolarArise.
On 1 November 2022, we committed to acquiring Viet Solar System
Company Limited (“VSS”), which owns 6.12 MW of rooftop solar
assets, for US$3.1 million. This acquisition, finalised on 31 May 2023,
resulted in a 99.8% ownership interest in VSS, marking our entry into the
Vietnamese solar market.
Following the suspension of trading in the Company’s shares in April 2023,
the Board suspended all new investment activity. The suspension of new
investment activity will become permanent if shareholders approve the
Board’s recommended orderly realisation proposal. Further investment or
capital expenditure into existing assets will be permitted in order to meet
existing commitments, preserve or enhance the value of such investments
or to facilitate an orderly disposal.
In terms of pre-operational investments, on 11 October 2023, the
Board decided to proceed with the construction of the RUMS project,
considering it the most viable option to minimise value erosion for our
shareholders. We committed up to US$20 million in funding for this
project through an INR-denominated external commercial borrowings
loan from AEIT to SolarArise, with US$19.8 million disbursed on
18 October 2023. In March 2024, the Board approved additional funding
of up to US$4.5 million to fund RUMS project delays and additional costs.
In addition, on 1 August 2023, our only development project (the “TT8
project”), a 150 MW DC solar PV project held by a SPV of SolarArise,
signed a 25-year power purchase agreement with Maharashtra State
Electricity Distribution Company Limited, having successfully participated
in the relevant auction in November 2022.
Portfolio performance
The electricity generation across our portfolio totalled 391,683 MWh,
falling short of our budgeted projections, which included haircuts
to original forecasted generation. SolarArise and NISPI experienced
generation decreases more significant than anticipated, notably due
to lower than forecast irradiance and site-specific issues, whereas VSS
outperformed expectations. The financial outcomes were also less
favourable, with turnover and EBITDA being below budgets primarily
due to government rebates forecasted in the SolarArise operational SPVs
which were not realised, as well as additional unbudgeted costs incurred
by the SolarArise holding company.
Construction of the RUMS project commenced in November 2023. The
solar modules have arrived on site, alongside most of the other equipment
needed to build the solar farm. Installation of the module mounting
structure for the panels is in progress. After initial construction progress,
post the year end, issues between the landowner of the Rewa Ultra Mega
Solar Park and the surrounding farmers, which were outside of the control
of the Company, in January and February 2024 delayed construction
work. While these delays pose potential cost implications, our Transitional
Chair’s Statement
06
Temporary share suspensions
Following the publication on 22 January 2024 of both the annual report
and accounts for the period ended 31 December 2022 and the interim
report for the period ended 30 June 2023, as well as the publication of
the Company’s updated key information document on 5 March 2024, the
suspension of the listing of the Company’s shares was lifted and trading
restored with effect from 6 March 2024.
Disappointingly, due to a small number of outstanding points in respect of
the Company's Annual Report and audit for the year ended 31 December
2023 we were not able to publish the Annual Report by the required
regulatory deadline of 30 April 2024, resulting in the suspension of the
listing of and trading in the Company’s shares since 7.30 a.m. on 1 May
2024. Now that the Annual Report has been published in accordance
with the Company’s obligations, we will move expeditiously to apply to
the FCA for a restoration of the Company’s listing.
Status of strategic review
As stated above, following a comprehensive strategic review, we have
concluded that an orderly realisation of AEIT’s assets to be effected in a
manner that seeks to achieve a balance between maximising the value
of its investments and progressively returning cash to shareholders in a
timely manner, is in the best interests of shareholders as a whole.
It is intended that, subject to shareholders approving the orderly realisation
proposal, the Transitional Investment Manager, will be appointed to
continue to manage AEIT’s investments and their orderly realisation.
If the orderly realisation proposal is approved by shareholders, it is
currently expected that surplus cash will be returned to shareholders
from time to time in the form of capital rather than dividends and that
dividends, if any, will be paid on an ad hoc basis.
Details of the orderly realisation proposal, which is subject to shareholder
approval at a general meeting of the Company expected to be held in Q2
2024, will
be set out in a separate circular to shareholders and will be
made available on the Company’s website in due course.
Outlook
Subject to shareholders approving the proposal for the realisation
of AEIT’s assets, the Company’s focus will be to conduct an orderly
realisation of the Company’s assets in a manner that seeks to achieve
a balance between maximising the value of its investments and
progressively returning cash to shareholders in a timely manner. In
the meantime, our Transitional Investment Manager will continue to
provide the active management needed, including pursuing portfolio
optimisation opportunities.
In addition, the Company will continue to investigate its right to seek
compensation for the material asset value loss that is has suffered
and the additional professional fees that it has incurred over the last
12 months whilst reserving all the Company’s other rights.
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 during the last 12 months.
Sue Inglis
Chair
1
3
May 2024
Chair’s Statement
Continued
Investment Manager, technical adviser and local asset manager
are working tirelessly with the contractors to mitigate risks to project
delivery. It is expected that commissioning will now occur in June 2024.
Results
The NAV of the Company at 31 December 2023 was US$81.5 million,
a reduction of US$5.1 million in the year.
Information on the
portfolio valuation movement can be found on pages 19 to 22 and
the NAV movement on pages 23 and 24. The unaudited NAV as at 31
December 2023, which was announced on 13 March 2024, assumed
commissioning of the RUMS project would occur in March 2024 based
on the information known regarding the project as at 31 December
2023. In the announcement on 13 March 2024, it was noted that
commissioning was now expected to happen in May 2024 and that
there would be a further reduction in NAV of up to US$2.1 million in the
event that commissioning did not occur until June 2024.
The audited
NAV at 31 December 2023 reflects a downward movement of US$3.5
million from the unaudited NAV as a result of an increased contingency,
principally due to the delays in construction in January and February
2024, which were not within the control of SolarArise.
The increased
contingency is based on commissioning now occurring in June 2024
and does not impact the additional funding of up to US$4.5 million for
the RUMS project referred to above.
The Company had a cash balance of US$41.2 million at the year end.
The Company had no gearing and gearing on a ‘look-through’ basis to its
underlying investments was 57% of Adjusted GAV at 31 December 2023.
The annualised ongoing charges ratio was 3.6% at the year end. In view
of the Company’s substantially reduced size, we are endeavouring to
reduce costs wherever possible. Of course, the ongoing charges ratio
does not include the substantial additional professional costs that
the Company has incurred over the last 12 months as a result of the
challenges it faced. The Board is currently investigating the Company’s
right to seek compensation for these additional professional costs, as
well as material asset value loss that it has suffered, whilst reserving all
of the Company's other rights.
The Company’s revenue for the year was US$5.7 million, giving rise to a
loss for the period of US$0.6 million. This was mainly driven by a positive
valuation movement on investments during the year, details of which
can be found in the ‘Portfolio Valuation’ section of the Strategic Report
on pages 19 to 22, which were offset by total costs of US$7.3 million
of which US$4.2 million were exceptional costs incurred following the
temporary share suspension.
Dividends totalling 1.32 cents per share have been paid in respect of the
period 1 January 2023 to 30 September 2023. All dividends were paid
out of the Company’s distributable capital reserves. Upstreaming cash
back to the UK from some of the underlying assets is either subject to
restrictions, currently not legally possible or subject to significant tax
leakage under the current structures. A core priority for 2024 will be to
undertake capital restructurings to mitigate the current issues. EBITDA
from the Company’s operational assets over the year, including costs
within the SolarArise holding company, was US$18.0 million
10
compared
to the aggregate cost of dividends paid to shareholders in respect of
the year of US$2.3 million. A quarterly dividend has not been paid or
proposed in respect of the quarter ended 31 December 2023.
10
EBITDA generated from 1 January 2023 for NISPI and SolarArise and date of ownership (31 May 2023) for VSS, pro rated for economic ownership.
2023
Annual Report & Accounts |
STRATEGIC REPORT
07
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”). Following
the suspension of trading in the Company’s shares in April 2023, the
Board suspended all new investment activity. The suspension of new
investment activity will become permanent if shareholders approve the
Board’s recommended orderly realisation proposal.
At 31 December 2023, the Company owned, in India, six solar assets
with 233 MW is the total of all assets, but this is specifically for India
233 MW of operational capacity, one 200 MW construction-ready asset
(the “RUMS project”) and one 150 MW development project (the “TT8
project”) (held across nine SPVs) and, in the Philippines, a 40% interest
in three operational solar assets (held within one SPV) with 80 MW of
operational capacity. In addition, the Company owned indirectly through
its UK intermediate holding company, AEIT Holdings Limited (“AEIT
Holdings”), a 99.8% interest in two Vietnamese solar assets with 6 MW
of operational capacity (held across five SPVs).
External debt financing is only at locally incorporated holding company
or SPV levels. At 31 December 2023, this comprised outstanding
principal amounts of US$109.8 million in the Indian and Vietnamese
solar portfolios, representing a gearing ratio of 57%
11
.
The Company has a 31 December financial year end. The Company
initially paid dividends quarterly, targeting payments in March, June,
September and December each year. A dividend has not been paid
or proposed in respect of the quarter ended 31 December 2023 and,
subject to shareholders approving the orderly realisation proposal at a
general meeting of the Company expected to be held in Q2 2024, the
Company’s priority will be to achieve a balance between maximising the
value of its investments and progressively returning cash to shareholders
in a timely manner. It is currently expected that surplus cash will be
returned from time to time in the form of capital rather than dividends
and that any dividends will be paid on an ad hoc basis.
The Company has an independent board of non-executive directors
and has appointed Adepa Asset Management S.A as its Alternative
Investment Fund Manager (the “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. Following the end of the
initial term, OEGEN’s appointment will be extended to the date of the
general meeting of the Company at which shareholders will be asked to
vote on the orderly realisation proposal, which is expected to be held
in Q2 2024. It is intended that, subject to shareholders approving the
orderly realisation proposal, the Transitional Investment Manager, will be
appointed to continue to manage AEIT’s investments and their orderly
realisation.
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, the SPVs do not have any
direct employees and services are provided through third-party service
providers. The AEIT Management Engagement Committee (the “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 on page 70. In the previous period, the MEC
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. During the year, 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. Following the end of the
initial term, OEGEN’s appointment will be extended to the date of the
general meeting of the Company at which shareholders will be asked to
vote on the orderly realisation proposal, which is expected to be held in
Q2 2024.
Our Operating Model
11
See APM calculation on page 109.
08
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
Viet Solar System
Company Limited
Porolio
Investments Held
in SPVs
SolarArise SPVs
VSS SPVs
Debt Providers -
Asset Level Debt
Shareholders
Independent Board of Directors
AIFM:
Adepa Asset Management
Former Investment Manager:
ThomasLloyd Global
Asset Management (Americas)
Transional Investment Manager:
Octopus Energy Generaon
Company Service Providers
Investment Porolio Service
Providers
Brokers:
Shore Capital and Peel Hunt
Tax Advisor:
PwC
External asset managers
Operaons & maintenance
(‘O&M’) contractors
Engineering procurement and
construcon (‘EPC’) contractors
Technical advisors
Tax and structuring advisors
Local legal advisors
External auditors
Advisor
Our Operating Model
Continued
2023
Annual Report & Accounts |
STRATEGIC REPORT
09
Objectives and KPIs
During the year under review (and until the proposed realisation strategy has been approved by shareholders), the Company had a triple return investment
objective which consists of: (i) financial return; (ii) environmental return; and (iii) social return.
Objective
KPI
Performance commentary
Financial return
12
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
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
1.32 cents per share dividend paid in respect of
the year ended 31 December 2023, equivalent to
a yield of 1.3% based on the IPO price
NAV per share of 46.4 cents at 31 December 2023,
a -3.6% return in the year and a -51.5% return
based on the IPO price
EBITDA from the Company’s investment portfolio
over the year was US$18.0 million
13
compared to
the aggregate cost of dividends paid to shareholders
in respect of the period of US$2.3 million
391,683 MWh clean energy generated
The Company generated loss of US$0.6 million in
the year, driven largely by an increase in the fair
value of investments since 31 December 2022,
offset by exceptional costs of US$4.2 million
incurred as a result of the temporary share
suspension.
The NAV total return since IPO is extremely
disappointing and reflects the material decline in
the Company’s investment portfolio valuation since
IPO (for details, see pages 19 to 24).
The Transitional Investment Manager is exploring
ways to optimise value throughout the investment
portfolio and the Board is seeking to reduce costs
at the Company level.
A dividend has not been paid or proposed in
respect of the quarter ended 31 December 2023
and, subject to shareholders approving the orderly
realisation proposal at a general meeting of the
Company expected to be held in Q2 2024, the
Company’s priority will be to achieve a balance
between maximising the value of its investments
and progressively returning cash to shareholders
in a timely manner. It is currently expected that
surplus cash will be returned from time to time in
the form of capital rather than dividends and that
any dividends will be paid on an ad hoc basis.
Environmental return
Protecting
natural
resources
and
the
environment
with
significant
greenhouse gas avoidance
271
MW
installed
operational
capacity
(AEIT’s share)
311,752 tCO
2
e
14
100% EU Taxonomy alignment
The 271 MW of installed capacity avoids GHG
emissions through the generation of clean energy.
The 311,752 tonnes of GHG emissions avoided is
equivalent to avoiding the amount of emissions
associated with 158,265 cars on the road in the UK
15
.
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
197 FTEs (employment directly supported full time
equivalent jobs
16
)
Alignment with 9 SDGs
The portfolio provided social returns through
the creation and support of quality jobs. As at
31 December 2023 the portfolio directly supported
197 full time equivalent jobs, helping to ensure the
Just Transition.
Investments made purposeful contributions to SDGs
7 (affordable and clean energy), 8 decent work
and economic growth), 13 (climate action) and 15
(life on land). Impact initiatives contributed to SDGs
2 (zero hunger), 3 (good health and well-being), 11
(sustainable cities and communities), 12 (responsible
consumption and production) and 17 (partnerships
for the goals).
12
Having undertaken a strategic review of the options for the Company’s future, the Board is recommending a proposal for the orderly realisation of assets and liquidation of the Company. Details
of this proposal, which is subject to shareholder approval at a general meeting of the Company expected to be held in Q2 2024, will be set out in a circular to shareholders and will be made
available on the Company’s website in due course.
13
EBITDA generated from 1 January 2023 for NISPI and SolarArise and 31 May 2023 for VSS, pro-rated for economic ownership where applicable.
14
Carbon avoided calculated using the International Financial Institution’s approach for harmonised GHG accounting.
15
Equivalent cars calculated using a factor for displaced cars derived from the UK government GHG Conversion Factors for Company Reporting.
16
Total FTE jobs supported as at 31 December 2023 through AEIT’s proportional share of the NISPI, SolarArise and VSS portfolios.
10
The Company seeks to achieve its investment objective by investing
directly, predominantly via equity and equity-like instruments, 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 Company aims to adopt a socially and environmentally responsible
investment approach that is geared towards sustainable business
values and which reduces investment risk through diversification across
countries, sectors and technologies.
Investment restrictions
The Investment Manager will ensure that the Company’s portfolio
is diversified, so as to ensure a sufficient diversification of investment
risk, while also taking into account ESG criteria in making its investment
decisions.
The following specific investment restrictions apply to the Company:
the Company will only invest in sustainable energy infrastructure
assets situated in fast-growing and emerging countries in Asia;
in relation 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 offtaker, the relevant investment restriction 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 exceptional circumstances of avoiding the greater value
destruction associated with abandoning the RUMS project rather than
proceeding with construction, assessment of the single country limit
will exclude any funds invested in the RUMS project up to completion
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 committed to, with exposure to India until the Company is
in compliance with that limit;
the Company’s investments in sustainable energy infrastructure
assets under contract with any single private offtaker will not exceed
20% of GAV for investment grade offtakers and 10% of GAV for non-
investment grade offtakers;
the Company will only invest in countries which the Investment
Manager considers as having a stable political system and a
transparent and enforceable legal system and which recognise the
rights of foreign investors;
the Company will only invest in operational assets, or in construction
phase assets where: (i) an offtake agreement has been entered into;
(ii) the land on which the sustainable energy infrastructure asset is
situated is identified 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 collective investment schemes; and
the Company will not typically provide funding for development or
pre-construction projects and any such funding will, in any event, not
exceed 5% of GAV in aggregate and 2.5% of GAV per development
or pre-construction project and would only be undertaken when
supported by customary security.
The investment restrictions and limits set out above will be measured at
the time of the relevant investment. These investment restrictions and
limits apply to the Group (comprising the Company and its proportionate
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 restrictions 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 portfolio as a result of a change in the
respective valuations 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 restrictions, unless
the Investment Manager reasonably believes that doing so would be
prejudicial to the interests of the Company and its shareholders as
a whole.
Investment Strategy and Policy
17
17
Having undertaken a strategic review of the options for the Company’s future, the Board is recommending a proposal for the orderly realisation of assets and liquidation of the Company. Details
of this proposal, which is subject to shareholder approval at a general meeting of the Company expected to be held in Q2 2024, will be set out in a circular to shareholders and will be made
available on the Company’s website in due course.
2023
Annual Report & Accounts |
STRATEGIC REPORT
11
Investment Strategy and Policy
Continued
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.
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 relation to any project SPV or intermediate holding company
will be assessed so that it is commensurate with the terms of the offtake
agreement for the underlying sustainable energy infrastructure asset.
Gearing, save for construction 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 proportionate
share of borrowings at the level of its sustainable energy infrastructure
assets (the “Adjusted GAV”), with the Company targeting below 50% in
the medium term. This limit will be measured based on the Adjusted GAV
at the time any project SPV or intermediate holding company enters into
the relevant facility.
Although co-obligor guarantee arrangements between multiple 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 restriction referred
to in the table above at the time 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 liabilities 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 addition, borrowings will typically
be amortising over the term of the associated offtake 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 restrictions set out above.
Cash management policy
Whilst it is the intention of the Company to be fully or near fully invested
or contractually committed in normal market conditions, the Company
may in its absolute discretion 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 securities (“Cash and Cash
Equivalents”). There is no restriction on the amount of Cash and Cash
Equivalents that the Company may hold and there may be times 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 committed. No financial transactions are permitted with
counterparties with a credit rating 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 resolution and
the prior approval of the FCA. Any changes to the Company’s investment
policy are also required to be notified to HMRC in advance of the filing
date for the accounting 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).
12
Timeline of Key Events in the Year
Date
Event
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, in accordance with the commitment
in the Company’s IPO prospectus, a Continuation Resolution was due to be proposed as 75% of the net IPO proceeds
had not been deployed within 12 months of admission to trading. The AGM was adjourned prior to the Continuation
Resolution being proposed.
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
AEIT’s only development project (the “TT8 project”), a 150 MW DC solar PV project held by an SPV 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 the Former
Investment Manager 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 now being the least value destructive option for shareholders,
predominantly due to a material fall in solar panel prices.
27 October 2023
Company changed its name to Asian Energy Impact Trust plc.
31 October 2023
Shareholders representing 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 was
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.
Material events post year end
22 January 2024
Company published its 2022 Annual Report and its unaudited 2023 Interim Report.
27 February 2024
Accounts General Meeting held.
6 March 2024
Share suspension lifted and trading in shares recommenced.
13 March 2024
Unaudited NAV of US$85.0 million (48.4 cents per share) as at 31 December 2023 announced.
11 April 2024
Result of the strategic review announced. Following consultation with advisers, and having taken into account feedback
from investors representing a significant proportion of AEIT’s issued share capital, the Board concluded that it is in
the best interests of shareholders as a whole to put forward a proposal for the orderly realisation of AEIT’s assets and
progressive return of surplus cash to shareholders in a timely manner.
22 April 2024
It was announced that Kirstine Damkjaer will resign from her directorship with effect from 30 April 2024. Following her
appointment to a full-time position, she intends to step down from all her non-executive positions as soon as practicable.
30 April 2024
Kirstine Damkjaer resigned as a director of the Company, in line with the announcement on 22 April 2024.
1 May 2024
Temporary suspension of the Company’s shares due to the Company being unable to publish its annual report and
accounts for the year ended 31 December 2023 by the required regulatory deadline of 30 April 2024.
2023
Annual Report & Accounts |
STRATEGIC REPORT
13
Further information on the most material events are outlined below.
Temporary share suspensions
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 its 2022 Annual Report within four
months after the accounting period end date, as required by the FCA’s
Disclosure Guidance and Transparency Rules. Following publication of
the Company’s 2022 Annual Report, unaudited 2023 Interim Report and
updated key information document, the temporary share suspension
was lifted, and trading in AEIT’s shares recommenced, on 6 March 2024.
Due to a small number of outstanding points in respect of the Company’s
Annual Report and audit for the year ended 31 December 2023 the
Company was not able to publish the Annual Report by the required
regulatory deadline of 30 April 2024, resulting in the suspension of the
listing of and trading in the Company’s shares since 7.30 a.m. on 1 May
2024. Now that the Annual Report has been published in accordance
with the Company’s obligations, the Board will move expeditiously to
apply to the FCA for a restoration of the Company’s listing.
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.
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 and also at
31 May 2023 when the Board took the decision not to proceed with
construction of the RUMS project;
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.
Construction of the RUMS project is underway and an update on progress
can be found on page 18.
General meetings
At the Annual General Meeting held on 30 June 2023, alongside the
standard annual resolutions to re-elect the Board which were passed and
in accordance with the commitment in the Company’s IPO prospectus, a
Continuation Resolution was due to be 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.
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) the RUMS project 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 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
Timeline of key events in the year
Continued
14
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.
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 forward 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.
Due to the delay in the completion and publication of the Company’s 2022
Annual Report, certain matters of business usually dealt with at an annual
general meeting could not be dealt with at the Company’s 2023 Annual
General Meeting or at the adjourned Annual General Meeting held on 24
August 2023. Following the publication of the Company’s 2022 Annual
Report on 22 January 2024 and as required by the Companies Act 2006,
the Board convened a general meeting on 27 February 2024 to lay the 2022
Annual Report before the Company’s shareholders and carry out certain
other related business. All resolutions proposed at that general meeting
were passed, although there was a significant minority vote (being just over
20%) against the resolutions to receive the 2022 Annual Report, approve the
Directors’ Remuneration Report and approve the Directors’ remuneration
policy. The Board has sought to engage with those shareholders who voted
against those resolutions to discuss any views they may have and will take
into account any feedback around their concerns.
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, amongst other things, the
deteriorated relationship with the Former Investment Manager and
concerns about performance, 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. The Company’s existing investment
management arrangements, which are due to terminate on 30 April
2024, will roll over until the orderly realisation proposal is approved by
shareholders.
The Board expects that, subject to shareholders approving the orderly
realisation proposal, the Company’s Transitional Investment Manager, will
be appointed to continue to manage AEIT’s investments and their orderly
realisation.
Re-evaluation of the portfolio valuations
Due to the ongoing material uncertainties regarding the Company’s financial
position and in support of progressing the audit and associated annual
report and financial statements for the period ended 31 December 2022,
the Board 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 and NISPI assets, 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.
One of the key priorities of the Transitional Investment Manager was to re-
evaluate the portfolio valuations as at each valuation date. The valuations
for 31 December 2022 and 30 June 2023 were an integral part of the
respective Annual and Interim Reports that were published on 22 January
2024. However, ahead of that date, 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 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.
Result of the strategic review
Having undertaken a comprehensive strategic review of the options for the
Company’s future and after consultation with its advisers and having taken
into account feedback from investors representing a significant proportion
of AEIT’s issued share capital, the Board has concluded that it is in the best
interests of shareholders as a whole to put forward a proposal for the
orderly realisation of AEIT’s assets.
The proposal will seek to achieve a balance between maximising the value
of AEIT’s investments and progressively returning cash to shareholders in
a timely manner. Details of this proposal, which is subject to shareholder
approval at a general meeting of the Company expected to be held in
Q2 2024, will be set out in a separate circular to shareholders and will be
made available on the Company’s website in due course.
Timeline of key events in the year
Continued
2023
Annual Report & Accounts |
STRATEGIC REPORT
15
Investments
No. of individual assets held
13
Total investment portfolio
value
18
US$42.1m
Adjusted GAV
US$193.1m
On 13 January 2023 the Company completed its acquisition of the remaining 57% economic interest in SolarArise, owning 100% of SolarArise from
this date. The acquisition was made for a cash consideration of US$38.5 million. As at 31 December 2022, the Company had recognised an onerous
contract provision in respect of this commitment as the fair value of the investment was deemed to be lower than the consideration paid to acquire
the investment, primarily due to potential liabilities relating to aborting the 200 MW construction-ready RUMS project.
On 31 May 2023 the Company, through its subsidiary AEIT Holdings, completed the acquisition of 99.8% of 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$4.6 million including external debt.
Summary of deployment
Investment
Date of
investment
Proportion
acquired/ project
funded
Amounts paid
(US$m)
Total operational
capacity
AEIT proportion
of operational
capacity
AEIT proportion
of ready to build
capacity
SolarArise
August 22
43.0%
32.9
233 MW
100 MW
86 MW
January 23
57.0%
38.5
133 MW
114 MW
October 23
RUMS project
19.8
NISPI
December 21
40.0%
25.4
80 MW
32 MW
n/a
VSS
May 23
99.8%
3.1
6 MW
6 MW
n/a
Total
119.7
319 MW
271 MW
200 MW
On 1 August 2023, the Company’s only development project (the “TT8 project”), a 150 MW solar PV project, held by a special purpose vehicle of
SolarArise, signed a power purchase agreement with Maharashtra State Electricity Distribution Company Limited. This required the Company to put in
place a performance bank guarantee for US$1.7 million in line with the terms of the PPA funded from existing cash reserves within SolarArise.
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 and agreed to provide funding of up to US$20 million by way of an INR denominated external commercial borrowings loan from the
Company to SolarArise. Accordingly, a loan of US$19.8 million was provided on 18 October 2023. The RUMS project’s budget did not initially include
provisions for the installation of dynamic reactive power equipment. The responsibility for this additional infrastructure, as mandated by Central
Electricity Authority regulations, was unclear. In January 2024, in a meeting with the owner of the Rewa Ultra Mega Solar Park (“RUMSL”), SolarArise
and other significant developers were informed that the dynamic reactive power equipment would need to be self-funded by those constructing them.
RUMSL is also now behind schedule in constructing the transmission line and other infrastructure required for commissioning the RUMS project. It is
expected that commissioning the RUMS project will not occur until June 2024.
For the purpose of the unaudited NAV as at 31 December 2023, announced on 13 March 2024, a US$2.8 million contingency was included in the
modelled RUMS project costs. Delays to the commissioning date beyond 31 March 2024 impacts the RUMS project costs.
Every month of delay beyond
31 March 2024 will have a negative impact of US$0.5 million- US$0.7 million on NAV. The unaudited NAV assumed commissioning of the RUMS project
would occur in March 2024, based on the information held as at 31 December 2023. It was noted in the announcement of the unaudited NAV that
commissioning was now expected to happen in May 2024 and that there would be a further reduction in NAV of up to US$2.1 million in the event
that commissioning did not occur until June 2024. An increased contingency of US$6.3 million has been included in the audited NAV, resulting in a
downward movement of US$3.5 million from the unaudited NAV. The increased contingency is principally due the delays in construction in January and
February 2024, which were not within the control of SolarArise, and is based on commissioning now occurring in June 2024. The contractual avenues
to recoup additional costs will be explored.
The Board has approved additional cash funding of up to US$4.5 million to fund the RUMS project delays and additional costs. The NAV impacts
presented above assume this cash injection has taken place.
As at 31 December 2023, the Company had invested US$119.7 million, 66% of total capital raised. Following the temporary share suspension, the Board
suspended acquisitions of, or commitments to, new investments without consultation with the Board. Subject to shareholders approving the proposal
for the orderly realisation proposal at a general meeting of the Company expected to be held in Q2 2024, the Company will not make any further
acquisitions or commitments to new investments.
18
The value of the Company’s operational investment portfolio.
16
Portfolio Breakdown
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
NISPI
80
32
Islasol IA
Solar
Philippines
Wholesale electricity market
18
7
17.0
40%
Islasol IB
Solar
Philippines
Wholesale electricity market
14
6
17.0
40%
Islasol II
Solar
Philippines
Wholesale electricity market
48
19
17.0
40%
SolarArise
433
433
Telangana I (“TT”)
Solar
India
25 year fixed price PPA
12
12
17.5
100%
Telangana II (“TT6”)
Solar
India
25 year fixed price PPA
12
12
17.5
100%
Karnataka I (“TT1”)
Solar
India
25 year fixed price PPA
40
40
19.0
100%
Karnataka II (“TT2”)
Solar
India
25 year fixed price PPA
27
27
21.0
100%
Maharashtra (“TT4”)
Solar
India
25 year fixed price PPA
67
67
19.0
100%
Uttar Pradesh (“TT5”)
Solar
India
25 year fixed price PPA
75
75
22.5
100%
Total operating generating capacity
233
233
Madhya Pradesh In
construction
(“RUMS project”)
Solar
India
25 year fixed price PPA
200
200
n/a
100%
Maharashtra In
development
(“TT8 project”)
Solar
India
25 year fixed price PPA
150
150
n/a
100%
Total ‘in construction’ or
‘in development’ generating capacity
350
350
VSS
6
6
Mo Cay
Solar
Vietnam
20 year PPA
2
2
17.0
99.8%
Hoang Thong
Solar
Vietnam
20 year PPA
4
4
17.0
99.8%
Total generating capacity
319
271
Total ‘in construction’ generating capacity
200
200
Total ‘in development’ generating capacity
150
150
The following charts are representative of the pro-rata share of the assets owned at 31 December 2023
19
.
Revenue structure -
as a % of generating capacity (MWp)
Asset phase -
as a % of generating capacity (MWp)
Geographical diversification -
as a % of generating capacity (MWp)
Vietnam: 1.3%
Philippines: 6.8%
India: 91.9%
Wholesale electricity price
(variable): 7.1%
Long-term PPA (fixed): 92.9%
Construction: 42.4%
Operational: 57.6%
19
All charts exclude development projects.
2023
Annual Report & Accounts |
STRATEGIC REPORT
17
Portfolio Performance
Portfolio performance for NISPI and SolarArise has been compared to the budgeted performance expected in the year as per the 31 December 2022
valuation models. The assumptions that drove the cashflows of those models are detailed in the 2022 Annual Report available on the Company’s
website and included ‘haircuts’ to the expected generation from the P50 generation profiles.
A P50 generation profile for solar assets is a statistical measure used to estimate the expected energy production of a solar power project. The term
‘P50’ refers to the median probability scenario for the energy output of a solar asset. It means that there is a 50% chance that the actual energy
production will exceed the P50 estimate and a 50% chance that it will fall below. This is considered a ‘best estimate’ scenario, balancing optimism and
conservatism.
A technical advisor was appointed in September 2023 to provide updated P50 yield assessments. Reports for SolarArise were received in January
2024, with the results being incorporated into the valuation of the assets at 31 December 2023. Reports for the Philippine and Vietnamese assets
were received in March 2024 and will be incorporated into the 31 March 2024 valuations. Material deviations from generation assumptions already
modelled in the 31 December 2023 valuations are not anticipated.
Output generated by
underlying operating assets
20
391,683 MWh
Revenue generated by
underlying operating assets
20
US$24.1m
EBITDA generated by
underlying operating assets
20
US$18.0m
20
Pro-rated for economic ownership from the date of acquisition if after 1 January 2023. These are not IFRS measures and are KPIs used to monitor the performance of the underlying assets.
During the year ended 31 December 2023, the investment portfolio’s
electricity generation was 391,683 MWh, 6% below the original P50
generation profile, and 3% below the anticipated generation following the
‘haircuts’ to the P50 generation estimates. The reported figures reflect
the proportionate share of the electricity generated by investments from
the date of acquisition and therefore consider 100% of SolarArise from
13 January 2023, the date on which AEIT purchased the remaining 57%
stake, and 99.8% of VSS from 31 May 2023.
Philippines
The Philippine portfolio comprises NISPI, an investee company with
three operating solar plants with a total capacity of 80 MW situated on
the island of Negros, Philippines. All three solar plants export electricity
to the grid at the wholesale electricity spot market (“WESM”) price.
The 2023 budgets for ISLASOL II and ISLASOL III anticipated decreases
in energy generation of 3.4% and 3.7%, respectively, aligning with past
deviations from the established P50 generation forecasts. This year’s
actual performance was 1% below the adjusted P50, with ISLASOL II
and ISLASOL III underperforming by 3% and 0.1% below the amended
P50. A portion of this discrepancy, amounting to 1%, was attributed to
lower solar irradiation levels. The remainder of the underperformance
was linked to site-specific challenges, which had been factored into
our budget forecasts. In addition, ISLASOL II faced a series of technical
difficulties which were not anticipated and have since been resolved.
Over the 12 months ended 31 December 2023 NISPI generated revenues
of PHP 731.2 million (US$13.2 million), a 2.5% decrease to budgeted
revenues of PHP 749.7 million (US$13.5 million). This was primarily
due to the lower generation explained above and slightly lower than
expected WESM prices being achieved of 6.6PHP/kWh compared to
a budgeted price of 6.7PHP/kWh. EBITDA for the year was PHP 572.0
million (US$10.3 million), 1.2% above budget, boosted by the sale of
unbudgeted carbon credits.
As at 31 December 2023, on a 100% basis, NISPI held PHP 1,078 million
of cash reserves, equivalent to US$19.5 million. NISPI has no debt.
India
The 2023 budgets accounted for a 5% reduction in generation based
on historical observed underperformance from the existing P50
generation expectations. After accounting for weather effects, the
overall performance matched our expectations. However, as we
predicted, some specific sites did not perform as well as anticipated
in our budgets. Two of the sites had specific issues that impacted
generation; TT2 experienced issues with pollution in the area and TT6
experienced issues with flooding and the control system. The Transitional
Investment Manager is continuing to work with the technical advisor and
the SolarArise asset manager to further understand the root causes of
the underperformance of the SolarArise assets and evaluate possible
optimisation options.
Over the year the operational portfolio of SolarArise generated a turnover
of INR 1,534 million (US$18.4 million), an underperformance compared to
the budgeted figure of INR 1,649 million (US$19.8 million) by 7.0%. This
underperformance is driven by government rebates budgeted but not
received of INR 149 million (US$1.8 million), offset in part by the receipt
of carbon credit income, amounting to INR 51 million (US$0.6 million).
As a result, EBITDA for the year was INR 1,131 million (US$13.6 million),
below the budgeted INR 1,380 million (US$16.6 million) by INR 249 million
(US$3.0 million). Throughout the year, operational SPVs paid management
fees totalling INR 61 million (US$0.7 million) to the SolarArise holding
company.
In the year, the SolarArise holding company incurred expenses of
INR 169 million (US$2.0 million), compared to expected expenditure
per the December 2022 valuation model (which assumed normalised
costs for this structure) of INR 58 million. The actual expenditure for
the year included asset management fees (INR 99.5 million) and other
operating costs (INR 69.8 million) and were covered by management
fees, interest income and loan repayments from the operational SPVs.
The Transitional Investment Manager is working with the SolarArise asset
management team to agree new budgets for the year ending 31 March
2025 (SolarArise’s year end) and reduce holding company costs as much
as possible.
18
As at 31 December 2023, SolarArise’s cash reserves, including the
underlying SPVs, were INR 964 million (US$11.6 million). Of this balance,
US$8.1 million was held to fund the ongoing construction of the RUMS
project. SolarArise had approximately US$108.6 million of borrowings at
31 December 2023.
Construction progress of the 200 MW RUMS project
The RUMS project is held by a wholly owned special purpose subsidiary,
Talettutayi Solar Projects Nine Private Limited (“TT9”), of SolarArise.
Construction of the RUMS project commenced in November 2023.
The solar modules have arrived on site, alongside most of the other
equipment needed to build the solar farm. Installation of the module
mounting structure for the panels is in progress.
Post the year end, despite initial progress, construction faced delays
due to farmers from the surrounding land temporarily restricting access
to the construction site in early to mid-January, and limiting on-site
activities from mid-January 2024 to mid-February. This stemmed from
land-related issues between the owner of the land, RUMSL
21
, and the
neighbouring farmers. Resolution between these two parties was
outside of the Company’s control. The local asset manager of SolarArise
escalated the issue within the relevant Indian government departments
and local authorities. Following resolution, construction recommenced
in the third week of February.
Additionally, the project’s budget did not initially include provisions for
the installation of dynamic reactive power equipment. The responsibility
for this additional infrastructure, as mandated by Central Electricity
Authority (CEA) regulations, was unclear. In a January 2024 in a meeting
with RUMSL, SolarArise and other significant developers were informed
that the cost would need to be self-funded. RUMSL is also now behind
schedule in constructing the transmission line and other infrastructure
required for commissioning. It is expected that this will not be delivered
until June 2024.
The audited NAV as at 31 December 2023 includes a contingency of
US$6.3 million principally due the delays in construction in January
and February 2024.
The contingency is based on commissioning now
occurring in June 2024. All contractual avenues to recoup costs will be
explored.
The Board has approved additional cash funding of up to US$4.5m to
fund the project delays and addition costs. The NAV impacts referred to
above assume this cash injection has taken place.
Vietnam
On 31 May 2023, AEIT completed the acquisition of a 99.8% stake in VSS
and its four subsidiaries, incorporating 6.12 MW of rooftop solar assets,
for a total of US$3.1 million.
Following the acquisition, the portfolio’s performance was 12% lower
than the initial investment projections, primarily due to the Hoang
Thong system’s output, which fell 27% short of expectations. This
shortfall was largely attributed to sawdust from the adjacent facility,
which compromised the solar panels’ efficiency by accumulating on
their surfaces. As a result, the 2023 budgets were updated as part of the
valuation update conducted in September 2023. The budgets accounted
for a reduction in generation based on a PVsyst report completed in June
2023 which encompasses issues identified on the sites.
In relation to the updated budget, the portfolio has outperformed the
generation expectations by 5%. This uplift in performance is attributed to
the cleaning regime adopted on the solar panels and inverters in addition
to rectification of some sections of the DC cables touching the roof in
the Hoang Thong project. The asset manager, Solar Electric Vietnam, has
provided a proposal of further rectification works to resolve the identified
issues. The improvement in performance observed is a good indication
of some upside expected to be recovered following the completion of
the rectification works.
During the period since acquisition, VSS has generated revenue of VND
8.2 billion (US$0.33 million), and generated EBITDA of VND 6.8 billion
(US$0.27 million).
At 31 December 2023, VSS had VND 6.8 billion (US$0.3 million) of cash
reserves and approximately US$1.2 million of borrowings.
Portfolio Performance
Continued
21
RUMSL is a joint venture between Madhya Pradesh UrjaVikas Nigam Limited and Solar Energy Corporation of India. Solar Energy Corporation of India Ltd is a company of the Ministry of New and
Renewable Energy, Government of India.
2023
Annual Report & Accounts |
STRATEGIC REPORT
19
Portfolio Valuation
Valuation process
Regular valuations are undertaken for the Company’s portfolio of assets.
The process follows International Private Equity Valuation (“IPEV”)
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 macroeconomic 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.
In accordance with the Company’s valuation policy, the investment
portfolio at 31 December 2023 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 2023 valuations.
Portfolio valuation as at 31 December 2023
The fair value of the Company’s investment portfolio as at 31 December 2023 was USS42.1 million. The movements over the year are detailed in the
bridge below.
Whilst the Company holds its investments at fair value, the final value realised on disposal of each investment as the Company implements its orderly
realisation strategy may be materially different to its fair value as at 31 December 2023.
Fair value of investments from 31 December 2022 to 31 December 2023 (US$m)
0
10
20
30
40
60
50
80
70
11.5
63.3
(38.5)
4.1
0.1
5.4
3.9
(0.6)
(2.2)
(1.7)
(3.2)
42.1
Fair value of
investments as
at 31 December
2022
Acquisions
and cash
injecons
Ulising
onerous
contract
provision
Discount
rate
unwind
Decrease in
discount
rates
Revaluaon
of RUMS
project
Other
movements
Changes to
macroeconomic
assumpons
Change in
power
prices
Changes to
generaon
profile
Changes to
capital
structure
Fair value of
investments as
at 31 December
2023
Acquisitions and cash injections
During the year, AEIT announced the following investments:
In January 2023, the Company completed its acquisition of the
remaining 57% economic interest in SolarArise, bringing ownership
to 100%. The acquisition was made for a cash consideration of
US$38.5 million.
In May 2023, the Company, through its subsidiary AEIT Holdings,
completed the acquisition of a 99.8% stake in VSS and its four
subsidiaries, which hold 6.12 MW of rooftop solar assets. Total
funding into AEIT Holdings was US$5.0 million, of which US$3.1 million
was used to fund the acquisition of VSS. As at 31 December 2023,
US$1.8 million remains as cash sitting within AEIT Holdings and is
included within the fair value of the investment portfolio.
20
Portfolio Valuation
Continued
In October 2023, the Board approved the provision of funding up
to US$20 million through an INR-denominated external commercial
borrowings (“ECB”) loan from the Company to SolarArise to enable
the construction activities for the RUMS project. Subsequently, a
loan amounting to US$19.8 million was disbursed to SolarArise on
18 October 2023.
Utilising onerous contract provision
At 31 December 2022, the Company recognised an onerous contract
provision in respect of the commitment to acquire of the remaining 57%
shareholding in SolarArise as the fair value of the investment was deemed
to be lower than the consideration to be paid to acquire the investment,
primarily due to potential liabilities relating to aborting the 200 MW
construction-ready RUMS project. This provision of US$38.5 million has
been utilised during the year and offsets against the US$38.5 million
included as cash paid for the acquisition. As a result, the impact of the
valuation at 31 December 2023 of this acquisition was neutral.
Discount rate unwind
This bridge step reflects the net present value of future cashflows being
brought forward from 31 December 2022 to 31 December 2023, except
for VSS which is from the date of acquisition to 31 December 2023.
Change in discount rates
A range of discount rates are applied in calculating the fair value of the
investments, considering the location, technology and lifecycle of each
asset as well as leverage and the split of fixed and variable revenues.
In determining the reasonableness of discount rates, these have been
estimated by 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.
Discount rates are in the range 10-12.5% across the assets with the
construction asset in India being top of the range and the Vietnamese
assets at the bottom of the range. Changes to discount rates had minimal
impact on valuations.
Revaluation of the RUMS project
Falling solar module prices during the year resulted in improving
economics for the RUMS project. Updating the model with the declining
panel prices and other assumption changes reduced the overall negative
net present value (“NPV”) and 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. As at 31 December
2023, the fair value of the RUMS project included within the valuation of
SolarArise was US$0.7 million after the capital injection of US$19.8 million
provided by AEIT, additional capital injections made from excess cash
within the SolarArise holding company of US$3.3 million and including a
contingency of US$6.3 million. Actual changes in the underlying project
economics from the abort case as at 31 December 2022, which was a
negative NPV of US$27.9 million, amounted to a US$5.4 million uplift in
value. This is largely as a result of improving economics for the project,
including declining panel prices and updating for macro-assumptions and
other model updates, which were offset slightly by an increase in interest
rate on the signed facility agreements entered into in October 2023 and an
updated budget with additional capex and contingency as commissioning
is not expected to occur until at least June 2024, further detail for which is
shown in the ‘Investments’ section.
Macroeconomic assumptions
The main economic assumptions used in the portfolio valuation at
31 December 2023 are inflation forecasts and foreign exchange rates.
Updating for assumptions at 31 December 2023 had a small negative
impact on the valuation.
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
and Vietnamese portfolios of assets. As existing facility agreements
are in place, we have assumed the current rates at 31 December
2023 as the fixed rates long term.
Foreign exchange rates:
Underlying valuations are calculated in
local currency and converted back to USD at the spot rate at the
relevant valuation date.
Power price forecasts
Unless fixed under PPAs (such as the Indian portfolio) or otherwise
hedged, the power prices used in the valuations are based on an
equal blend of two independent and widely used market consultants’
technology-specific capture price forecasts for each asset.
Updating the valuations for the most recent power price forecasts available
resulted in a decrease in the valuation over the period from 31 December
2022 to 31 December 2023. A significant fall was seen in the first half of
the year with some recovery seen in the updated forecasts in the second
half of 2023. This is primarily due to reduced market forecasts, particularly
commodity prices in the near term (with delivered coal and liquified natural
gas being two of these major commodities) being key drivers in the expected
power prices in the Philippines.
In Vietnam, while both advisors raised the tariff forecast in the latest
update, they also highlighted that it will mostly follow the trend of
the gradual increase target set by the government rather than any
fundamental factors.
Generation
Each asset’s valuation assumes a P50 level of electricity output based
on yield assessments prepared by technical advisors and is the market
standard assumption to utilise in valuation models. At 31 December 2022,
as there was an observed historical underperformance of the Company’s
operational assets when compared with the level of P50 generation
assumed at the time of acquisition, an estimated reduction was applied
so that the generation forecasts reflected actual performance.
A technical advisor was appointed to provide updated P50 yield assessments.
These assessments were received in January 2023 for SolarArise. The
technical advisor produced two separate reports for SolarArise; revision
one (‘worst case’) which included all potential losses (even those that
arose from one-off events) and revision two (‘best case’) which assumed all
losses assumed in revision one would be fully recoverable. The Transitional
Investment Manager continues to work with the technical advisor to produce
a realistic P50 yield assessment that is expected to fall roughly in the middle
of the two reports received, on the basis that it is unlikely that all of the
excluded losses in revision two would be recoverable. For the 31 December
2023 valuations, in the absence of a final report from the technical advisor,
the midpoint of both reports has been taken to generate a P50 yield to be
included in the valuation models for SolarArise. The impact on the valuation
2023
Annual Report & Accounts |
STRATEGIC REPORT
21
Portfolio Valuation
Continued
of this assumption was a reduction to investment value of US$0.9m. The
updated P50 yield assessments were received in March 2024 in respect of
NISPI and VSS. These P50 yield assessments were not adopted in the 31
December 2023 valuations as actual performance is expected to be below
these, and not material different to the existing assumptions.
Further, since its acquisition in May 2023, one of the assets within the
Vietnamese portfolio, which is a rooftop solar project on a furniture
factory, is significantly underperforming against expectations at the
time of acquisition. This is a result of the sawdust from the facility
below escaping and settling on the panels. Subsequently, the generation
forecasts have been reduced to account for the underperformance,
which is net of a slight improvement in performance expected to be
achieved following completion of an asset rectification plan.
In line with December 2022, a 3.3%-3.7% ‘haircut’ to the original P50
yields based on the observed historical underperformance of NISPI has
been taken in the absence of updated yields.
Updating the valuations for the updated yield assessments in SolarArise
and VSS resulted in a negative impact on the valuations.
Changes to capital structure
As a result of the capital injection into the RUMS project, a reorganisation
of intercompany debt was required within the SolarArise SPVs, resulting
in greater cash traps as distributions are delayed. This resulted in a
negative US$3.2 million impact on the valuation. A review is underway
to consider options for optimising the SolarArise capital structure
to mitigate further delays.
Other movements
This refers to the balance of valuation movements in the period excluding
the factors noted above. The positive value is largely driven by an uplift
of US$2.0 million relating to the inclusion of residual land value where
land is owned within the SolarArise portfolio, US$0.8 million relating to
updates to operating expense assumptions within the SPVs and other
updates to decommissioning and distribution assumptions.
Also within other movements, resulting in a neutral valuation impact, is
the funding of the TT8 project development costs (US$1.9 million) and
the RUMS project construction costs (US$3.3 million) out of excess cash
within the SolarArise holding company.
As at 31 December 2023, total cash injected into the TT8 project was
US$1.9 million and, in line with the Company’s valuation policy, the fair value
of this development asset at the year-end is deemed to be equal to its cost.
Valuation sensitivities
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.
Discount rate
+/- 1.0%
Generaon
-/+10%
Power price curve
-/+25%
Inflaon
-/+ 1.0%
FX rate +/-10%
Construcon delay on
RUMS project +3 month
-ve
+ve
Cash extracon
delay +12 months
(-1.6c, -3.4%)
(1.9c, 3.9%)
(9.0c, 18.5%)
(-10.3c, -21.3%)
(3.7c, 7.7%)
(-4.0c, -8.2%)
(0.2c, 0.3%)
(-0.2c, -0.3%)
(0.2c, 0.3%)
(-0.4c, -0.8%)
(2.7c, 5.5%)
(-2.2c, -4.5%)
(-0.5c, -1.1%)
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% decrease or increase in total
forecast generation relative to the base case for each year of the asset
life.
22
Portfolio Valuation
Continued
AEIT’s solar site based in the Philippines
Power price curve:
The sensitivity assumes a 25% decrease or increase
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% decrease or increase 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.
Construction delay:
The sensitivity assumes a three-month delay in
the completion of construction of the RUMS project from the current
assumed date of 30 June 2023 (i.e. that completion does not occur until
30 September 2024).
Cash extraction delay:
At 31 December 2023, NISPI, the SolarArise
holding company and each of the SolarArise SPVs had significant negative
distributable reserve balances, prohibiting the payment of dividends.
The valuations reflect this, but assume that some measures to eliminate
cash traps (for example, capital reductions) are implemented within a
reasonable timeframe. The sensitivity assumes that such measures
to eliminate cash traps are delayed by 12 months at both NISPI and
SolarArise.
FX rate:
Investments are held in the currency of the territory in which the
asset is located. A flat increase or decrease of 10% in the relevant rate
over the remaining asset life of each plant has been applied to the final
values at 31 December 2023.
2023
Annual Report & Accounts |
STRATEGIC REPORT
23
The Financial Statements of the Company for the year ended
31 December 2023 are set out on pages 83 to 108. 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, 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 1 November 2021 to
31 December 2022.
Results for the year/period
31 December
2023
US$m
31 December
2022
US$m
Net asset value
81.5
86.6
Fair value of Company's
investments
42.1
11.5
Movement on fair value of
investments
5.0
(47.0)
Net assets per share (cents)
46.4
49.3
Onerous contract provision with
respect to 57% acquisition of
SolarArise
(38.5)
Loss for the year/period
(0.6)
(88.8)
Net assets
The net asset value as at 31 December 2023 was US$81.5 million or
46.4 cents per ordinary share (2022: US$86.6 million or 49.3 cents per
ordinary share). The fair value of the Company’s investment portfolio
as at 31 December 2023 was USS42.1 million (2022: US$11.5 million).
Movements between 31 December 2022 and 31 December 2023 are
detailed in the bridge below:
Financial Review
50000
55000
60000
65000
70000
75000
80000
85000
90000
95000
100000
86,580
4,393
752
4,988
US$'000s
1,403
4,183
1,703
911
81,549
Net assets as at
31 December 2022
Change in fair value
of investments
Investment
income
Dividends paid to
shareholders
Management
fees
Exceponal costs
following temporary
share suspension
Other
movements
Other
Company-level
costs
Net assets as at
31 December 2023
Net asset value bridge - 31 December 2022 to 31 December 2023
Notes to the NAV bridge
Change in fair value of investments:
The change of US$5.7 million
represents the increase in fair value of the underlying investments of
US$5.0 million and investment income of US$0.7 million, net of the
additional capital injections made in the year. These include US$5.0
million invested into AEIT Holdings in April 2023, of which US$3.1
million was used for the VSS acquisition, and a further US$19.8
million invested into SolarArise to fund the construction of the
RUMS project in October 2023. For further information see note 9
to the Financial Statements.
Exceptional costs following temporary share suspension:
Since
the material uncertainty arose during the preparation of the
December 2022 accounts and audit, additional professional fees
have been incurred to provide an in-depth examination of the
valuations, to audit and validate the valuation models, to undertake
an extensive review into the tax and cash extraction positions, to
undertake a comprehensive review of the RUMS project and seek
advice with regard to the likely abort liabilities and to provide advice
associated with the temporary share suspension, shareholder
meeting requisitions by funds managed by the Former Investment
Manager, the changes to the investment policy, effecting the change
in Investment Manager and the Board’s strategic review of the
24
Financial Review
Continued
options for the Company’s future. The Board is investigating the
Company’s right to seek compensation for these exceptional costs
whilst reserving all the Company’s other rights.
Other Company-level costs:
Other ongoing Company-level costs
incurred in the year, excluding management fees of US$1.4 million.
Total ongoing Company-level costs for the year were US$3.1 million
as detailed in the OCR APM calculation on page 110.
Other movements:
Principally comprise of FX gains (US$0.3 million)
and interest received on cash deposits (US$0.6 million).
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 year ended 31 December 2023, the Company’s total revenue was
US$5.7 million comprising of the movement of fair value of investments
of US$5.0 million and interest receivable from its investments of US$0.7m
(2022: total revenue of negative US$85.5 million, consisting of negative
US$47.0 million movement in fair value of investment and negative
US$38.5 million onerous contract provision).
Operating expenses
The operating expenses included in the statement of comprehensive
income for the year were US$6.4 million (2022: US$3.3 million).
These comprise US$4.2 million of exceptional one-off costs following
the temporary share suspension, US$1.4 million fees relating to the
Transitional Investment Manager and Former Investment Manager and
US$5.9 million operating expenses offset by US$0.3 million net foreign
exchange gains and net finance income of US$0.6 million in the year. The
US$1.4 million of management fees includes fees of US$1.0 million which
may be claimed by the Former Investment Manager but are not being paid
to the Former Investment Manager whilst the Board evaluates all available
options. The details on how the Transitional Investment Manager’s and
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 year ended 31 December
2023, the OCR was 3.6% (2022: 2.5%). The increase in OCR is driven
primarily due to the lower average NAV in 2023 compared to 2022.
The OCR is an APM and its calculation is detailed on page 110. Total costs
(i.e. including acquisition costs and other non-recurring expenses) were
equivalent to 8.4% (2022: 4.1%) of the average net assets for the year.
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 (measured at
the time the facility is entered into), with the Company targeting gearing
of below 50% in the medium term. External debt financing is only at the
level of the Indian and Vietnamese solar portfolios and, as at 31 December
2023, this comprised outstanding principal amounts of US$109.8 million,
(2022: US$45.9 million pro rated for economic ownership) representing
a gearing ratio of 57% (2022: 27%). At 31 December 2023, US$7.2 million
had been drawn under the US$54.9 million project finance facility for
construction of the RUMS project. On a pro forma basis, gearing would
increase to 65% once the full project finance facility of the RUMS project
is drawn down based on the NAV as at 31 December 2023.
Dividends
During the year, interim dividends totalling US$4.4 million were paid
(1.18 cents per share was paid in respect of the quarter to 31 December
2022 in May 2023, 0.44 cents per share paid in respect of the quarter to
31 March 2023 in July 2023, 0.44 cents per share paid in respect of the
quarter to 30 June 2023 in September 2023 and 0.44 cents per share paid in
respect of the quarter to 30 September 2023 in December 2023).
A dividend has not been paid or proposed in respect of the quarter ended
31 December 2023 and, subject to shareholders approving the orderly
realisation proposal at a general meeting of the Company expected to
be held in Q2 2024, the Company’s priority will be to achieve a balance
between maximising the value of its investments and progressively returning
cash to shareholders in a timely manner.
It is currently expected that surplus
cash will be returned from time to time in the form of capital rather than
dividends and that any dividends will be paid on an ad hoc basis.
2023
Annual Report & Accounts |
STRATEGIC REPORT
25
Impact Report
Impact highlights
24
Providing financial returns through clean energy generation
Clean energy generated –
MWh
391,683
(2022: 85,199)
EU Taxonomy alignment
25
100%
(2022: 100%)
Installed operational capacity –
MW
233 – SolarArise
(2022: 100)
32 – NISPI
(2022: 32)
6 – VSS
(2022: Nil)
Providing environmental returns through GHG emission avoidance
Equivalent UK cars taken off
the road – No.
158,265
(2022: 34,427)
GHG emissions avoided –
tCO
2
e
311,752
(2022: 62,770)
Providing social returns through quality jobs
created
Employment directly
supported full time equivalent
(“FTE”) jobs – No.
197
(2022: 148)
24
These metrics have been proportioned to account for AEIT’s share of the SolarArise, NISPI and VSS assets during the reporting period.
25
This calculation excludes cash held by the Company.
26
AEIT contribution to UN SDG targets
Through its investments, the Company made significant active contributions to four UN SDGs as outlined below.
Affordable and clean energy
7.2: Reducing India’s, the Philippines’ and Vietnam’s 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 197 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.
Additional contributions were made through impact initiatives (see pages 32 to 35 for more information)
Impact Report
Continued
2023
Annual Report & Accounts |
STRATEGIC REPORT
27
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 fast-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 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 where we invest.
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”).
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
26
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.
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 factors 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)
Beyond the Company’s 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.
Impact Report
Continued
26
Subject to shareholders approving the orderly realisation proposal at the general meeting of the Company expected in Q2 2024, the Company’s target financial return will be changed to focus on
achieving a balance between maximising the value to be obtained from existing investments held and progressively returning cash to shareholders in a timely manner.
28
Financial return: generating clean energy
27
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 return for
investors through receiving revenue for the electricity that is sold. In this respect, there is no tradeoff between financial return and positive impact
through avoided emissions.
In looking through the impact lens, the financial return are generated though the installed operational capacity and the resulting clean energy
generated, and this return is sustainable through the alignment to the EU Taxonomy.
The following KPIs are proportionally based on AEIT’s equity stake in the SolarArise, NISPI and VSS portfolios.
EU Taxonomy alignment
100%
Clean energy generated –
MWh
391,683
Installed operational
capacity – MW
233 – SolarArise
32 – NISPI
6 – VSS
In 2023 the investment portfolio comprised interests in 319 MW of installed operational capacity. The proportional share of this was 271 MW of generating
capacity which generated 391,683 MWh of clean renewable energy in the Philippines, India and Vietnam in 2023. This clean energy generation is equivalent
to providing 413,144 people with clean electricity (see table for breakdown by country). This directly supports these countries Nationally Determined
Contributions under the Paris Agreement on Climate Change, helping to address their climate mitigation priorities.
Equivalent number of people provided with clean electricity - No.
51,415
in the Philippines
28
360,022
in India
29
1,707
in Vietnam
30
Potential annual MWh contribution and impact of AEIT’s operational portfolio once fully constructed.
Metric
2023 Actual
Potential once
fully constructed
Change
MW capacity
271
471
+74%
MWh generation
391,683
700,452
+79%
People powered
413,144
734,434
+78%
27
Subject to shareholders approving the orderly realisation proposal at the general meeting of the Company expected in Q2 2024, the Company’s target financial return will be changed to focus on
achieving a balance between maximising the value to be obtained from existing investments held and progressively returning cash to shareholders in a timely manner.
28
On the basis of: IEA 2020. Average per capita electricity consumption in Philippines (0.84 MWh).
29
On the basis of: IEA 2020. Average per capita electricity consumption in India (0.96 MWh).
30
On the basis of: IEA 2020. Average per capita electricity consumption Vietnam (2.44 MWh).
Impact Report
Continued
2023
Annual Report & Accounts |
STRATEGIC REPORT
29
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.
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 2023 100% of existing investments made a significant contribution to climate change mitigation and were aligned with the
EU Taxonomy.
This analysis was conducted 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 43 to 47 of this Annual Report.
Environmental returns: avoiding emissions
Through investments in renewable energy, the Company protects natural resources and the environment, directly avoiding greenhouse gas emissions.
The following KPIs are proportionally based on AEIT’s equity stake in the SolarArise, NISPI and VSS portfolios.
Avoided emissions - tCO
2
e
31
26,768 – NISPI
282,931 – SolarArise
2,054 – VSS
GHG intensity of investee
companies - tCO
2
e/
US$m revenue
82.55
Equivalent cars taken off the
road in the UK
32
- No.
158,265
The total 391,683 MWh of clean energy generated resulted in a total of 311,752 tonnes of avoided CO
2
emissions. This is equivalent to 158,265 cars taken off the
road in the UK for a year.
Potential tCO
2
e avoided emissions and impact from AEIT’s operational portfolio once fully constructed.
Metric
2023 Actual
Potential once
fully constructed
Change
MWh generation
391,683
700,452
+79%
tCO
2
e avoided
311,752
564,624
+81%
Cars off the road
158,265
286,639
+81%
Impact Report
Continued
31
Carbon avoided is calculated using the International Financial Institution’s approach for harmonised GHG accounting.
32
Equivalent cars is calculated using a factor for displaced cars derived from the UK government GHG Conversion Factors for Company reporting.
30
2023 carbon footprint
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. The Investment Manager engaged with its investee companies to measure their GHG emissions through
collecting data.
During the reporting period, the Investment Manager appointed Altruistiq to provide the platform to calculate the GHG emissions footprint for
the Company. The Company has quantified and reported organisational GHG emissions in line with the iCI and ERM Greenhouse Gas Accounting
and Reporting Guide for the Private Equity Sector (2022). This methodology was developed to complement both the World Resources Institute’s
Greenhouse Gas Protocol Standards and the Partnership for Carbon Accounting Financials’ (“PCAF”) standard for the financial industry. This approach
consolidates the organisational boundary according to the operational control approach. More detail on how different activities were allocated to
different scopes is laid out below:
2023 AEIT carbon footprint
Scope
Portfolio emissions
(tCO
2
e)
Company emissions
(tCO
2
e)
Total emissions
(tCO
2
e)
% of Total
1 – Direct emissions
32.11
32.11
0.02%
2 – Indirect emissions: market-based
33
1,430.31
1,430.31
0.91%
3 – Indirect emissions
154,968.26
478.26
155,446.52
99.07%
- Purchased Goods and Services
154,254.76
478.26
154,733.02
98.61%
- Fuel & Energy Related Activities
560.63
560.63
0.36%
- Travel and Transport
34
49.08
49.08
0.03%
- Waste
103.79
103.79
0.07%
Total
156,430.68
478.26
156,908.94
Scope 1 emissions are primarily associated with on-site fuel combustion. In 2023, Scope 1 emissions accounted for the smallest proportion of the
investment portfolio’s carbon footprint. This figure reflects limited use of on-site combustion. Scope 2 emissions are associated with imported electricity
to the solar portfolio and accounted for 0.91% 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.
98%
of AEIT’s total carbon footprint relates to TT9, the 200 MW asset that is under construction.
It will only take an estimated
7.5 months
of operation for TT9 to avoid the equivalent
emissions it generated during 2023.
Scope 3 emissions account for the majority of emissions, making up 99.07% of the total carbon footprint. The vast majority of these Scope 3 emissions
relate to TT9‘s purchased goods and services which equate to 97.6% of AEIT’s total carbon footprint. This is a result of the large amount of embodied
carbon in the equipment and materials purchased for the construction of this 200 MW site. The remainder of the emissions are associated with
activities that are indirectly associated with the Company and its portfolio investments (for example, waste generated on site, other fuel and energy
related activities, upstream transportation and distribution, employee commuting, business travel and contractor travel). The Company’s emissions
relate to the AEIT’s purchased goods and services (specifically, the emissions relating to the Company’s legal services and the Investment Manager’s
services).
As a result of the carbon intensity of the TT9 project, the carbon intensity of AEIT increased to 333.14 tCO
2
e/MW capacity in 2023 (from 19.76 tCO
2
e/
MW capacity in 2022). This includes Scope 1, 2 and 3 of the whole of AEIT’s emissions. If shareholders approve the orderly realisation proposal at
a general meeting of the Company expected to be held in Q2 2024, the Company will not make any further acquisitions or commitments to new
investments and absolute emissions are expected to decrease over time. The weighted average carbon intensity (“WACI”) in 2023, which represents
the emissions intensity per million US Dollars of revenue generated, also saw an increase from 35.87 tCO
2
e/US$m revenue to 82.55 tCO
2
e/US$m
revenue. This reflects the change in methodology from location-based Scope 2 emissions to market-based Scope 2 emissions, and more location-
specific emission factors. Using a location-based calculation, the GHG intensity of AEIT’s investee companies was 42.76 tCO
2
e/US$m revenue.
Impact Report
Continued
33
Using a location-based approach, AEIT’s Scope 2 emissions in 2023 were 1,202.79 tCO
2
e.
34
This category includes upstream transportation and distribution, employee commuting, business travel and contractor travel.
2023
Annual Report & Accounts |
STRATEGIC REPORT
31
Impact Report
Continued
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 2023, the Transitional Investment Manager engaged with Investee Companies to capture higher quality carbon-emission related data and to reduce
reliance of calculations on financial expenditure data. As a result of this engagement, the Transitional Investment Manager procured all relevant
datapoints from AEIT’s investee companies directly, and thus no proxy calculations for portfolio emissions were required. Of the data received, 74%
was activity-based and 26% was spend-based. Further, by partnering with Altruistiq, the Company has benefitted from the large database of emission
factors that Altruistiq use for their carbon calculations. As a result of these two improvements, the Transitional Investment Manager has a greater
degree of confidence over the precision of these emission calculations relative to those collated in 2022.
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 – No.
197
UN SDGs contributed to – No.
4 – SDGs 7,8,13,15
As at 31 December 2023, the investment portfolio (proportioned by share) supported four FTE salaried jobs at its investee companies and 193 FTE
contractor positions.
FTE employee opportunities
supported - No.
4
FTE contractor employment
opportunities supported - No.
193
The vast majority of both direct and contractor jobs were occupied by men. NISPI is the only investee company with direct employees, disclosing a
32% difference in the gross hourly salary between men and women. Attracting and retaining diverse talent, including female employees, remains a
challenge within the industry. However, in 2023 c.38% of NISPI’s workforce was comprised of female employees. This is in line with the share of woman
in the solar PV industry (40%)
35
. 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 2023.
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 have
grievance mechanisms through which any counterparty could raise concerns about their project implementation frameworks. In 2023, no complaints
related to adherence with these frameworks were reported. The 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. All of the
investee companies’ asset managers have signed up to the Investment Manager’s Supplier Code of Conduct or have an equally robust one in place.
35
“Solar PV: A Gender Perspective”, IRENA 2022.
32
Case study - Impact initiatives and Stakeholder Management Programs at NISPI in 2023
In 2023, NISPI’s impact initiatives demonstrated a multifaceted approach towards sustainable development, community engagement, and environmental
stewardship. Key activities included:
agrivoltaics, integrating agriculture within solar farms to enhance land use efficiency;
biodiversity conservation through tree planting;
renewable energy advocacy and infrastructure support;
health and wellness programs for local communities;
educational outreach and assistance;
innovative waste management solutions; and
robust government and community relations efforts.
These initiatives underscored NISPI’s commitment to creating shared value, prioritising stakeholder welfare and leading by example in the renewable
energy sector.
Agrivoltaic program: Harmonises solar energy production with agricultural activities, supporting
local farming communities and optimising land use on site.
The women’s organisation KALIPI is reaping the benefits of a gardening and livelihood program, having been
allocated designated land within the solar farm, along with water supply and the initial set of seeds for a diverse
array of crops.
Impact Report
Continued
2023
Annual Report & Accounts |
STRATEGIC REPORT
33
Health and wellness: Community health initiatives, including blood donations drives and wellness
seminars.
In 2023, three blood drives were organised, collecting over 60 bags of blood for the local communities’ reserves.
Renewable energy advocacy: Develops infrastructure and raises awareness for renewable energy
transition.
In 2023, NISPI conducted numerous renewable energy advocacy drives for local schools, delivering talks about
renewable energy as well as access to infrastructure. An example beneficiary of these drives is a remote school in
the La Carlota region where 32 families of the 55 pupils attending the school have been gifted access to solar flood
lights. The drive introduced NISPI to the community and promoted the use of solar renewable energy as the main
source of light for households that are not reachable to the local distribution utility. The solar flood light can be used
by the beneficiaries to light their houses but can also be used as portable emergency lights. This is also useful as they
traverse the mountain trails during the dark. NISPI also donated a 1-KW solar system to the school, facilitating the use
of electronics at the school as well as providing an emergency charging station for the community.
Impact Report
Continued
34
Waste management: Promotes recycling and sustainable waste practices through I-SWEEP, a solid
waste exchange economy program.
Through this initiative, plastic wrappers are collected and transformed into materials for throw pillows or stuffed
toys, while plastic bottles are sold to junk shops. Revenue generated from these activities is allocated towards
purchasing educational materials for the local community, ensuring the project’s self-sustainability. This initiative
aims to foster a culture of segregation and recycling, reducing plastic waste and generating profit from recycled
products, thereby contributing to environmental conservation and educational support.
Biodiversity initiatives: Tree planting and honeybee farming to promote ecological balance and
economic opportunities.
In September 2023 8,000 fruit-bearing trees were planted by 41 volunteers. The activity is in coordination with
the City Environment and Natural Resources (“ENR”) Management Office, the Agricultural and Biosystems
Engineering Office of La Carlota City, the Office of the Provincial Agriculture and Brgy Ara-al Agrarian Reform
Beneficiary Association (“BAARBA”). The trees will provide livelihood to members of BAARBA and as well as assist
in the reforestation efforts of the local ENR Office. Training with the Negros Occidental Honeybee Association is
being scheduled to facilitate the honeybee introduction and farming initiative.
Impact Report
Continued
2023
Annual Report & Accounts |
STRATEGIC REPORT
35
Community and government engagement.
NISPI participated and supported many government initiatives and programs to strengthen stakeholder
relationships and support local community projects. Examples during 2023 included the multi-sectoral clean up
drives, Earth Hour celebration and local festivals.
NISPI’s comprehensive impact initiative strategy in 2023 illustrates a proactive approach to social responsibility, environmental conservation and
stakeholder engagement. By sharing the benefits of the solar farm with the local community, NISPI has integrated itself as a core part of these
communities and promoted a “Just Transition”.
Impact Report
Continued
36
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 which set out
the key components of its risk appetite. The Company’s risk appetite is
considered in light of the principal and emerging 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 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 year 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.
1.
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.
2.
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 and insight to future challenges in the renewable
sector including the regulatory, political and economic changes likely
to impact the renewables sector.
3.
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.
4.
Company Secretary and Auditor:
Both brief the Board on
forthcoming legislation/regulatory change that might impact on
the Company. The Auditor also provides 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 principal and emerging 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, the Audit and Risk Committee has reflected on the risks that crystallised
during the year 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.
Inaccurate or aggressive valuation assumptions identified by the Company following
an independent review have been updated in line with best practice and market
standards.
Introduction of a SolarArise holding company model to accurately reflect Indian tax
liabilities and cash repatriation out of India.
Replacement of the Former Investment Manager effective from 31 October 2023 by
the Transitional Investment Manager.
Replacement of the former independent valuation expert.
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 Investment Manager.
Commenced a review of value optimisation strategies with the Transitional Investment
Manager.
2023
Annual Report & Accounts |
STRATEGIC REPORT
37
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 from 1 November 2023 by
the Transitional Investment Manager.
Updated valuation assumptions in line with best practice and market standards and
replaced the independent valuation expert as detailed above.
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
acquisitions
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 would
result from aborting it.
Replacement of the Former Investment Manager effective from 1 November 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 are made.
The Transitional Investment Manager is currently undertaking a review of governance
procedures across all of the investment portfolio to identify areas of weakness and
propose potential improvements to the Board.
The former independent valuation expert has been replaced and PwC has 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.
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.
Delays to the RUMS project
construction
beyond
the
scheduled
commercial
operation
date
of
5 February 2024.
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
construction of RUMS project and provide independent reports to the Transitional
Investment Manager and the Board.
Contingency and provision for liabilities associated with a delay in COD included in the
construction budget.
Generation
Operational assets acquired
underperformed against P50
technical assumptions at time
of investment.
Appointment of independent technical advisor, Sgurr, to conduct refreshed
due diligence on the P50 technical assumptions to validate or update modelled
assumptions for subsequent valuations.
38
Risk and Risk Management
Continued
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.
Subject to shareholders approving the Board’s recommended orderly realisation proposal, the Board considers the following to be the principal risk
faced by the Company along with the potential impact of these risks and the steps taken to mitigate it.
Risk
Potential impact
Mitigation
Disposal of investments
The realisation of the Company’s investments is subject
to sale processes. The final value realised on disposal of
each investment as the Company implements its orderly
realisation strategy may be materially different to its fair
value, which could impact the value of the Company either
positively or negatively.
The Company will seek to ensure any sale processes are
led effectively by the Transitional Investment Manager and
the Company’s other advisors.
The Company will seek to
achieve a balance between maximising the value of AEIT’s
investments and progressively returning cash to shareholders
in a timely manner.
The Board considers the following to be the additional 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
adversely affect the value of the investments or dividend
income, interest or capital payments 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 borrowings may 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.
Debt cover ratios are monitored monthly at the investee
company level.
Interest rate assumptions are reviewed and monitored
regularly by the AIFM and Investment Manager in the
valuation process.
Inflation
The expenditure of the Company’s investments is 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 Indian portfolio currently has a non-index-linked fixed
price revenue stream over the lives of the assets 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,
actively monitors 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 year, 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 between the Board and Former Investment
Manager,
can
impact
the
Company’s
reputation
and
ultimately have an adverse effect on shareholder returns.
Following the temporary share suspension, the Board worked
tirelessly to complete the activities required to enable the
suspension to be lifted, which occurred on 6 March 2024.
In doing so, the Board appointed external advisors to perform
detailed reviews, has actively and transparently engaged
with shareholders, including notifying them of issues as soon
as they arose, and made positive changes to improve the
Company’s future and outlook. See pages 48 to 50 for further
information.
2023
Annual Report & Accounts |
STRATEGIC REPORT
39
Risk and Risk Management
Continued
Risk
Potential impact
Mitigation
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.
Climate change
Further detail can
be found in the
TCFD disclosures on
pages 43 to 47
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 disclosures as part
of this Annual Report which provide 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
Strategic review
Having undertaken a strategic review of the options for the
Company’s future, the Board is recommending an orderly
realisation strategy and winding up of the Company.
Details of this proposal, which is subject to shareholder
approval at a general meeting of the Company expected to
be held in Q2 2024, will be set out in a separate circular to
shareholders and made available on the Company’s website
in due course.
As part of the strategic review, the Board, with its advisers,
completed a thorough analysis of a range of options,
including proposals to relaunch the Company, to undertake
a managed wind down and subsequent winding up of the
Company and an immediate winding up of the Company.
Following careful consideration of the options available to
the Company and after taking into account feedback from
investors representing a significant proportion of AEIT’s
issued share capital, the Board concluded that it is in the best
interests of shareholders as a whole to put forward a proposal
for the orderly realisation of AEIT’s assets, to be effected in a
manner that seeks to achieve a balance between maximising
the value of its investments and progressively returning cash
to shareholders in a timely manner.
The proposal is subject to shareholder approval at a general
meeting of the Company expected to be held in Q2 2024.
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 restrictions in the Company’s investment policy are
measured at the time of investment or commitment.
The
Board
monitors
compliance
through
information
provided by the Investment Manager, Company Secretary
and AIFM on a quarterly basis as well as 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 could have
resulted 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 13. This risk
did not materialise due to the significant reduction in NAV
announced following this change, whilst still having a large
cash balance.
40
Risk and Risk Management
Continued
Risk
Potential impact
Mitigation
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.
Conflicts 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)
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”) undertakes a formal review 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 page 70 for the outcome of
the MEC’s formal review in 2023.
As explained under ‘Procedures for oversight’ on page 36,
following the reliance on third-party service provider risk
having crystallised during the year, changes have been made
to further mitigate the crystallisation of this risk in the future.
Valuation process
(crystallised risk)
The valuation of the investment portfolio is dependent
on financial models which utilise certain key drivers and
assumptions: principally discount and local inflation rates,
FX 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 retain an independent valuation
expert to provide a private independent opinion on the
reasonableness of the quarterly valuations prepared 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 36,
following the valuation process risk crystallised during the year,
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”)
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 investment objective, 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, the UK AIFM Directive, 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.
2023
Annual Report & Accounts |
STRATEGIC REPORT
41
Risk and Risk Management
Continued
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 semi-annual reports from
a number of independent established market consultants
to inform on the electricity prices over the longer term.
The Company policy is to blend at least two wholesale
electricity spot market price curves as prepared by market
advisors that are reputable in the relevant markets.
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 or 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
structures of the underlying investments.
Assumptions have been made within the underlying valuation
models with regard to capital restructurings and the timing
required to put these into effect. The sensitivity of delays in
this timing are shown in note 9 to the Financial Statements.
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 PPAs.
The Investment Manager ensures asset managers monitor
outstanding balances and actively chase non-payments.
Construction
(crystallised risk)
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;
-
community-related issues that disrupt construction; and
-
inaccurate forecasts for build timelines or associated
costs.
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 18) has
seen a number of these risks being crystallised. The Company
has appointed an independent technical advisor, Fichtner, to
oversee the construction.
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 valuation models. 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
utilises
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 Board has appointed an independent technical advisor,
Sgurr, to review the technical assumptions associated with
each asset in the portfolio.
42
Risk
Potential impact
Mitigation
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 as a minimum.
Formal 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
2023
Annual Report & Accounts |
STRATEGIC REPORT
43
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.
Improvements have been made from the 2022 disclosures to include
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 31.
Sue Inglis
Chair
1
3
May 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 an 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’s investment strategy. The Committee
understands climate change issues and seeks 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
has considered climate change as an integral component of the investment
objective and has 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, 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. This analysis considered all SolarArise, NISPI
and VSS assets. These reports were reviewed in 2023 by the Transitional
Investment Manager and 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
with oversight of policies by the ESG Committee.
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 emerging Asian economies, both benefitting
from and reinforcing efforts to act on climate change. As highlighted
in the Impact Report on pages 25 to 35, 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 ERM’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 (the “IPCC”) scenarios under three time-horizons: 2025,
2030 and 2040. The IEA Announced Pledges Scenario (“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
oC 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 and 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 scenarios (SSP1-2.6 and
SSP5-8.5) were selected under three time-horizons: baseline, 2030 and
2050. These time-horizons were selected to cover the portfolio’s asset
lifetime. On this basis, five key hazards that are expected to increase
in the medium (2030) and long (2050) term were identified: tropical
cyclones, water stress and drought, wildfire weather, extreme heat,
and extreme rainfall flooding. 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
(for example, significant revenue decrease, cost increases, NAV decrease
and increased cost of capital).
Task Force on Climate-Related Financial Disclosures
44
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:
Governments in target countries 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.
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 the Company’s investment
mandate, including by taking on different approaches and technologies.
Strategy
Task Force on Climate-Related Financial Disclosures
Continued
2023
Annual Report & Accounts |
STRATEGIC REPORT
45
The Transitional Investment Manager has carried out a high-level analysis of the potential financial impact of the climate-related hazards and physical
risks identified in the Company’s scenario planning. In each of the scenarios, limited changes to risks were identified for NIPSI and VSS and therefore
mitigations for high risks are already built into the way these assets were designed and managed. For India, changes in severity of risks are seen in the
different scenarios, with some risks becoming higher risk. As a result, financial impact scenarios are based on weighted averages from the SolarArise
portfolio.
Category
Details
Wildfire risk
The sites TT, TT1, TT2, TT4, TT5, TT6 and TT9 are high risk.
Financial impact scenario
Illustrative cost implications without insurance (total cost of US$831,600)
Damage limited to 2 inverters (central inverter at US$251,000 each), although extent of damage could be influenced by
proximity to local services.
Business interruption: Limited to 30 days, equivalent to US$329,600 revenue loss based on weighted average of India
portfolio.
Illustrative cost implications with insurance (total cost of US$285,700)
Insurance deductible (business interruption): 21 days, equivalent to US$230,700 revenue loss based on weighted
average of India portfolio.
Insurance deductible (material damage): US$55,000
Mitigation Measures
Existing measures include onsite fire protection measures (water, sand, extinguishers), an emergency response plan
and vegetation management and established fire breaks.
Infrastructure manager to explore opportunities to enhance existing fire prevention protocols (for example,
implementing more frequent audit of existing protections, carrying out fire safety drills, increasing grass cutting
management). These mitigations are expected to have negligible impact to operating costs
Category
Details
Extreme heat risk
TT, TT1, TT2, TT4, TT5, TT6, TT9, Islasol II, Islasol III, VSS Viet Hong and Hoang Thong are high risk.
Financial impact scenario
Baseline level of extreme heat is already high and so do not expect any material financial impact.
Mitigation Measures
Existing management practices in place to ensure work continuation
Workers to carry shade with them.
Avoiding times of day which are too hot.
Category
Details
Water scarcity
TT, TT1, TT2, TT4, TT6, TT9, VSS Viet Hong, and Hoang Thong are high risk.
Financial impact scenario
Reduced access to water for fire prevention measures and panel cleaning however, with existing site bore holes it is not
expected to happen so financial impact is low.
Mitigation Measures
Access to bore holes on sites.
Category
Details
Cyclone risk
All NISPI assets, TT and TT6 are high risk.
Financial impact scenario
Illustrative cost implications without insurance: (total: $417,200)
Damage limited to minor module damage (equivalent to 5% or 2,000 panels at a cost estimate of $87,600).
Business interruption: 30 days due to spares held on site and considering lead time on panels and replacing structure
(equivalent to $329,600 revenue loss based on weighted average of India portfolio).
Illustrative cost implications with insurance: (total: $285,700)
Insurance deductible: 21 days (equivalent to $230,700 revenue loss based on weighted average of India portfolio).
Insurance Premium: $55,000.
Mitigation measures
NISPI sites have risk identified in the baseline scenario. As such, mitigants would have been considered in the design of
the structures.
Only an increase of risk from moderate to high was identified for TT and TT6. Currently, insurance would cover the
damage and business interruption. In case insurance will no longer cover this – the Investment Manager would look to
review structural design at these sites and consider reinforce measures where necessary.
Task Force on Climate-Related Financial Disclosures
Continued
46
Category
Details
Flood risk
TT5, TT4, TT, TT6, and Islasol II & III are high risk.
Note, TT9 was also identified as high risk, but given the site is on a hill with good drainage and stable soil this has been
concluded as N/A.
Financial Impact Scenario
Illustrative cost implications without insurance: (total: $831,600)
Damage limited to: 2 inverters (central inverter at $251,000 each).
Business interruption: Limited to 30 days (equivalent to $329,600 revenue loss based on weighted average of India
portfolio).
Illustrative cost implications with insurance: (total: $285,700)
Insurance deductible (business interruption): 21 days (equivalent to $230,700 revenue loss based on weighted average
of India portfolio).
Insurance deductible (material damage): $55,000.
Mitigation Measures
TT5 has an existing stormwater drainage system installed in 2021, which will require ongoing maintenance.
TT4 has a drainage system not specifically designed for stormwater, with no erosion or trapped water observed;
improvements are advised post-hydrological study at an estimated cost of $65,000.
TT (including TT6) lack proper stormwater drainage systems, with evidence of erosion, necessitating a hydrology study
and the design and implementation of stormwater drainage systems at an estimated cost of $130,000 for each site.
Flooding concerns at Islasol II and III solar sites are considered non-material. These projects were classified with a ‘high’
flood risk in the baseline scenario and were designed to withstand conditions up to Category 2 on the Saffir-Simpson
scale. With adequate storm water drainage systems and no flooding incidents reported on-site, the incremental risk up
to 2040 is not expected to materially impact the sites.
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 current 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 Company’s portfolio. Climate-
related risks and opportunities on balance provide more opportunities to
the Company than risks to the Company, which 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.
With the support of ERM 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. 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, continuing severe 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.
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 an external specialist in line with EU Taxonomy Do No Significant
Harm requirements, using its proprietary assessment and data tool.
The resulting report used best-in-class open-source climate data and
highlighted relevant natural hazards that may have an impact under
present day climate conditions, as well as in the future climate scenario.
This analysis was also complemented by additional reports generated by
the Climate Scale tool.
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.
Task Force on Climate-Related Financial Disclosures
Continued
2023
Annual Report & Accounts |
STRATEGIC REPORT
47
Metrics and targets
a) Disclose the metrics used by the organisation to assess climate-
related risks and opportunities.
The Transitional Investment Manager continues to develop the
framework for assessing 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 28 and 29:
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.
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 Transitional Investment Manager worked with all investee
companies and Altruistiq, to account for GHG emissions. Altruistiq are an
environmental data platform, helping organisations and funds measure,
manage and share their carbon and environmental impact. Disclosure
of Scope 1, 2 and 3 emissions, and methodology taken can be found on
page 30.
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.
The metrics set out on pages 29 and 30 set an initial GHG footprint for
the Company using the updated methodology. 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.
Target
2022
2023
100% of infrastructure assets screened for
climate-related risks.
100%
100%
Improve key elements of GHG measurement
related to operations and maintenance service
providers.
First carbon footprinting exercise completed
with guidance from a carbon consultant. Large
proportion of data based on spend data.
Second carbon footprinting exercise completed
with guidance from Altruistiq. Significant
improvement in quality of data received, with
reduction of proportion of data based on spend
data (26%), the majority of which is in relation
to Scope 3 category “Purchased goods and
services”.
100% alignment of sustainable investments with
the EU taxonomy alignment.
36
100%
100%
36
This calculation excludes cash held that is committed and is awaiting deployment.
Task Force on Climate-Related Financial Disclosures
Continued
48
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. The table below outlines the stakeholders that the Board has identified as key, the specific
engagement methods used and key activities within the reporting period.
Key stakeholders
How we engage
Key activities
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 seeks to engage with shareholders
to obtain their feedback and views on their
perspectives, concerns, priorities and expectations
which the Board uses to inform its discussions and
decisions
The Company has a broad range of shareholders,
comprising both professional and retail investors,
and has developed various ways of engaging
with them, including:
Regulatory
announcements
and
publications:
The Company issues regulatory
announcements
via
the
London
Stock
Exchange in respect of routine reporting
obligations, periodic financial and portfolio
information updates and in response to
other
material events. The
Company’s
Annual and Interim Reports and associated
presentations,
as
well
as
quarterly
factsheets and shareholder circulars, are
made available on the Company’s website.
Their availability is announced via London
Stock Exchange regulatory announcements
and they are available via ‘Regulatory News
Service’ section under ‘Investor Centre’ on
the Company’s website.
Website
(www.asianenergyimpact.com):
This
includes
information
on
strategy,
performance, investment portfolio, share
price and other relevant information to
enhance investors’ understanding of the
Company and its strategy.
Direct investor meetings and engagement:
The Investment Manager, on behalf of the
Board and with the assistance of AEIT’s
corporate brokers, undertakes a programme
of investor engagement throughout the
year. AEIT’s corporate brokers also maintain
a dialogue with shareholders. The Board
receives feedback from the Investment
Manager’s and corporate brokers’ investor
engagement and agrees any follow-up
actions. The Chair also meets with individual
shareholders
at
relevant
times
during
the year. Shareholders may contact the
Company via its corporate brokers or by
post or email (AEIT.cosec@jtcgroup.com)
via the Company Secretary on any matters
that they wish to discuss with the Board and
the corporate brokers or Company Secretary
will arrange for the relevant Board member
to contact them.
Annual General Meetings:
The Annual
General Meeting of the Company provides
a forum for shareholders to meet, ask
questions and discuss issues with the
Directors and Investment Manager. The next
Annual General Meeting is expected to be
held in Q2 2024.
The Board sought to actively and transparently
communicate
in
a
timely
manner
with
investors throughout the year in response to
the challenges faced by the Company and the
temporary share suspension.
A list of the key Board communications to
shareholders during the year (through regulatory
announcements and other publications) are
outlined in the timeline of key events on
pages 12 to 14.
The Chair attended more than 90 one-on-one
shareholder meetings during the year, discussing
the challenges faced by the Company and
shareholders’ perspectives, concerns, priorities
and expectations. Shareholder feedback from
these meetings was used by the Board to inform
its discussions and decisions, including its
discussions during the strategic review and its
decisions to appoint a transitional Investment
Manager in place of the Former Investment
Manager, proceed with the RUMS project and
change the investment policy to ensure that
proceeding with the RUMS project would not
breach that policy.
Stakeholder Engagement
2023
Annual Report & Accounts |
STRATEGIC REPORT
49
Key stakeholders
How we engage
Key activities
Service
providers
including
the
Investment
Manager,
AIFM,
Administrator
and
other
corporate service providers
The Investment Manager’s specialist knowledge
and experience is vital to implementing AEIT’s
investment strategy successfully and achieving its
investment objective
The Administrator provides accounting, company
secretarial
and
other
administrative
services
that are critical to the effective running of AEIT’s
day-to-day operations
The Board relies on the AIFM and other key
service providers for essential services and for
advice, support and, in the case of the AIFM, risk
management and valuation oversight, to help
ensure the Company operates effectively
The Board seeks to build trusted relationships with
key service providers through constructive and
transparent ongoing two-way communication and
aligned objectives for growth and development
The
Board
engages
with
the
Investment
Manager, AIFM, Administrator and other service
providers in numerous ways, including:
Regular reporting:
The Board receives
regular
reports
from
the
Investment
Manager, AIFM, Administrator, corporate
brokers and, as required, other service
providers.
Scheduled meetings:
Representatives of
the Investment Manager and Administrator
attend Board, Committee and valuation
meetings and representatives of the AIFM
attend Audit and Risk Committee, valuation
and, as required, Board meetings. The
Company’s Auditor is invited to attend all
Audit and Risk Committee meetings as
well as valuation meetings. The Company’s
independent valuation expert also attends
the
valuation
meetings.
To
build
and
maintain strong working relationships, the
Company’s other key service providers are
invited to attend quarterly Board meetings
to present their respective reports.
Ongoing dialogue:
The Board also engages
with
the
AIFM,
Investment
Manager,
Administrator
and
other
key
service
providers outside of scheduled meetings to
develop its working relationship with those
service providers and ensure the smooth
operational function of the Company. This
includes weekly meetings between the Chair
and the Investment Manager and the Chair
of the Audit and Risk Committee maintaining
regular contact with the Auditor, Investment
Manager and Administrator to oversee the
audit process.
This active engagement with the Company’s
key service providers aims to enable the Board
to exercise effective oversight of the Company’s
activities, but effective oversight is heavily
dependent on accurate, transparent and timely
provision of material information by key service
providers to the Board. 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 its report on page 70.
The
Company’s
whistleblowing
framework
allows employees of key service providers to
confidentially raise any concerns or issues with
the Board.
Due to a breakdown in the trusted relationship
between the Board and the Former Investment
Manager resulting from the events that led
to the temporary share suspension and other
matters that came to light following that
suspension (including new information received
under
the
protections
of
the
Company’s
whistleblowing policy regarding key information
being withheld from the Board, and misleading
information being given to it, by the Former
Investment Manager over a protracted period
of time, the Company terminated the Former
Investment
Manager’s
appointment
with
effect from 31 October 2023 and without any
compensation being payable to the Former
Investment Manager.
Before terminating the Former Investment
Manager’s appointment, the Board undertook a
competitive tender process for the appointment
of a Transitional Investment Manager whose
immediate priorities would be finalising the 31
December 2022, 30 June 2023 and 30 September
2023 valuations, 2022 audit and accounts and
2023 interim report and a deep dive into the
Company’s assets. As a result of that process,
Octopus Energy Generation was appointed as
the transitional Investment Manager with effect
from 1 November 2023.
Board members used their individual experience
to support the Investment Manager in the
performance
of
its
responsibilities
to
the
Company throughout the year. In particular,
the Board was heavily involved in getting the
Transitional Investment Manager quickly ‘up-to-
speed’ on the Company’s history, portfolio
and
challenges,
enabling
the
Transitional
Investment Manager to promptly and efficiently
prepare the portfolio valuations required for
the 30 September 2023 NAV (announced on
13 December 2023) and assist the completion
of the 2022 audit and the portfolio valuations
and financial reporting for the periods ended
31 December 2022 and the six months ended
30 June 2023. The 2022 Annual Report and 2023
Interim Report were published on 22 January
2024, achieving a key milestone towards lifting
the temporary share suspension, which took
place on 6 March 2024.
In conjunction with the appointment of the
Transitional Investment Manager, the Board
appointed a new independent valuation expert
to support the finalisation of all outstanding
valuations and to reassure shareholders of the
robustness of the valuation process.
The Board 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.
Stakeholder Engagement
Continued
50
Stakeholder Engagement
Continued
Key stakeholders
How we engage
Key activities
Asset level service providers
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,
owner’s 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 level
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 was to commence a review of all
contractual and governance provisions of the
local asset managers to ensure they are working
within delegated authority frameworks. Having
identified some deficiencies, the Transitional
Investment Manager is working to remedy these
and improve the overall governance at the local
asset management level.
Updated technical due diligence has been
conducted across all operational sites and the
Transitional Investment Manager is feeding
these findings back through to the valuations.
This should ensure that the assumptions used
in the valuations accurately reflect historical
performance, any continuing deficiencies in
performance and any optimisation plans.
The Transitional Investment Manager is building
relationships across material service providers to
the investee companies and has been appointed
to the Boards of investee companies for NISPI
and VSS.
Local communities
Making
a
meaningful
contribution
in
the
communities where we invest advances AEIT’s
impact objective
Local asset managers facilitate impact initiatives
in the surrounding area of the solar assets the
Company is invested into.
The Investment Manager engages with local
asset managers to ensure active dialogue with
key stakeholders within the community and
resolution of any issues.
The
Investment
Manager
ensures
active
maintenance
of
grievance
mechanisms
at
investee companies that enable communities to
engage around any complaints.
Social responsibility engagement by investee
companies
is
featured
in
regular
impact
reporting and highlighted in the Impact Report
on pages 31 to 35.
With regard to the recent land-related issues
with local farmers affecting the construction of
the RUMS project (see page 18), the Transitional
Investment
Manager
has
been
actively
monitoring the situation and the local asset
manager applied pressure on the landowner for
a positive resolution to the dispute. The dispute
appears to have been resolved.
The
Investment
Manager
received
no
complaints through the grievance mechanisms
and a key focus of the Transitional Investment
Manager in 2024 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.
2023
Annual Report & Accounts |
STRATEGIC REPORT
51
Section 172(1) statement
The Company provides disclosures relevant to the requirements of
section 172(1) (a) to (f) (“S172”) throughout the Strategic Report. As an
externally managed investment trust, the Company has no employees.
The Board has a clear framework for determining the matters within its
remit and has approved Terms of Reference for the matters delegated
to its Committees. When making decisions, each Director confirms
that they act in the way they consider, in good faith, would most likely
promote the Company’s success for the benefit of its members as a
whole, and in doing so have regard (among other matters) to section
172(1) (a) to (f) as described below.
(a)
The likely consequences of any decision in the long term.
The Company was launched with a long-term triple return investment
objective which consists of: (i) financial return; (ii) environmental return;
and (iii) social return. In view of the issues that arose during the reporting
period (see the timeline of key events on pages 12 to 14), the Board
commenced strategic review of the options for the Company’s long-
term future. After consultation with its advisers and taking into account
feedback from investors representing a significant proportion of AEIT’s
issued share capital, the Board has concluded that it is in the best
interests of shareholders as a whole to put forward a proposal for the
orderly realisation of AEIT’s assets, to be effected in a manner that seeks
to achieve a balance between maximising the value of its investments
and progressively returning cash to shareholders in a timely manner.
Details of this proposal, which is subject to shareholder approval at a
general meeting of the Company expected to be held in Q2 2024, will be
set out in a separate circular to shareholders and will be made available
on the Company’s website in due course.
The Directors recognise there have been significant complexities in
relation to Board decision-making, in particular with reference to the
challenges faced by the Company over the last 12 months as outlined
in the timeline of key events on pages 12 to 14 of the Strategic Report.
In their discussions, decision-making and reporting, the Directors have
considered S172 and acted in good faith having regard to the long-term
sustainable success of the Company.
(b)
The interests of the company’s employees.
The Company does not have any direct employees. However, the
Directors seek to ensure that the Company’s renewable assets provide
decent work and jobs through its social return objective.
The Board monitors this through people-related KPIs, collecting gender
pay gap, diversity and other statistics from the employees and contractors
of the investee companies within the investment portfolio. The outcome
of this monitoring is reported on page 31 which outlines the social return
impact KPIs. Additional KPIs can be found in the Principle Adverse Impact
Statement on pages 112 to 119.
(c)
The need to foster the company’s business relationships with
suppliers, customers and others.
As the Company has no direct employees, all activities of the Company
are delivered through its service providers. The Board actively monitors its
relationships with its direct service providers as well as the performance
of those service providers and this is outlined in the Management
Engagement Committee Report on page 70.
Further information can be found in the ‘Stakeholder Engagement’
section of the Strategic Report on pages 48 to 50.
(d)
The impact of the company’s operations on the community and
the environment.
The Board has in place an ESG Committee which monitors the social and
environment returns for the Company and further information can be
found in the ESG Committee Report on page 69.
The outcomes of the Board’s focus in this area can be found in the Impact
Report on pages 25 to 35.
(e)
The desirability of the company maintaining a reputation for high
standards of business conduct.
The Board appoints an Investment Manager who ensures that the
Company’s investments are managed to a high standard of business
conduct. The Investment Manager has in place a Responsible Investment
Policy which ensures clear governance frameworks, such as a supplier
code of conduct, code of ethics, whistleblowing policies and modern
slavery statements, to ensure that high standards are maintained in
investee companies. The Board has taken steps through the Investment
Manager to combat modern slavery and human trafficking.
Through the Investment Manager, the Board is informed and monitors
ethics and compliance with relevant governance standards. This helps
to ensure that Board decisions and the actions of the Company promote
and maintain high standards of business conduct.
(f)
The need to act fairly between members of the company.
Throughout the year and following the year end, the Board has actively
engaged in open dialogues and consultations with shareholders,
both those voting in line with and those voting against the Board’s
recommendations, to understand their perspectives, concerns and
expectations. This engagement is facilitated through regular shareholder
meetings ensuring that the Board remains responsive to the needs and
interests of all members and can act in the best interests of members as
a whole.
To further meet the requirements of section 172(1)(f) the Board has
also adopted a transparent decision-making process. This includes the
publication of detailed explanations behind major decisions, highlighting
how these decisions serve the best interests of the Company and its
members collectively.
Stakeholder Engagement
Continued
52
The Board reviews ongoing progress, issues and any updates as part of the quarterly Board meetings through updates from the Investment Manager and the
corporate brokers. The Investment Manager provides updates on relationships with stakeholders such as co-shareholders, O&M providers and EPC contractors,
where relevant. The corporate 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 S172 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.
As an investment trust specialising in sustainable energy in emerging markets, we are committed to advancing sustainable energy solutions while
delivering value to our investors and contributing positively to the communities and environments in which we operate. Our non-financial information
statement reflects our dedication to environmental stewardship, social responsibility and governance (“ESG”) practices, underpinning our strategic
decisions and operations.
Non-financial information area
Statement and references
Environmental matters (including the impact of the
Company’s business on the environment)
Our investment in solar farms is at the core of our environmental commitment,
significantly contributing to the reduction of carbon emissions and supporting the
transition to a low-carbon economy. We rigorously assess the environmental impact
of our investments, focusing on the conservation of biodiversity, the responsible use
of natural resources and the implementation of innovative technologies to maximise
energy efficiency and minimise environmental footprints.
For further information, please see the ‘Environmental return’ section of the Impact
Report on pages 29 and 30.
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 of the
Impact Report on page 31.
Social matters
The social impact of our investments is core to our investment objective. By financing
renewable energy projects, we not only generate renewable energy but also create jobs,
foster local economic development and provide communities with clean and affordable
energy sources. Our investment in NISPI is a great example of how our investments
enable us to actively engage with local communities to ensure that our projects align
with their needs and contribute positively to their well-being.
For further information, please see the ‘Social return’ section of the Impact Report on
page 31.
Respect for human rights
Our commitment to human rights is reflected in our rigorous due diligence processes,
which identify and assess any potential human rights impacts associated with our
investments. In particular, the solar sector has higher risk of human rights supply chain
risk. We strive to ensure that our projects do not contribute to human rights abuses
and actively work to prevent any such occurrences. These policies are aligned with
international human rights standards and principles, including the United Nations
Guiding Principles on Business and Human Rights, and are a core component of being
categorised as an Article 9 fund.
Anti-corruption and anti-bribery matters
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.
Further information is outlined in the ‘Anti-bribery, anti-corruption and tax evasion’
section of the Directors’ Report on page 58.
This Strategic Report has been approved by the Board of Directors and signed on its behalf by:
Sue Inglis
Chair
1
3
May 2024
Non-financial Information Statement
2023
Annual Report & Accounts |
GOVERNANCE
53
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
Growth 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
Asian Energy Impact Trust plc |
Annual Report 2023
54
Kirstine Damkjaer
Director
Clifford Tompsett
Director
Date of appointment
18 October 2021
Date of appointment
18 October 2021
Date of resignation
30 April 2024
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.
Reason for resignation
Following her appointment to a full-time position in April 2024, Kirstine
was required to step down from all her non-executive positions, including
as a non-executive Director of AEIT, as soon as practicable.
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.
External appointments during period and up to date of
resignation
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
2023
Annual Report & Accounts |
GOVERNANCE
55
Directors’ Report
The Directors present their report for the year ended 31 December 2023.
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 – 51
Financial results
Financial Statements
83 – 108
Related party transactions
Financial Statements – note 19
105 – 106
Dividends
Financial Statements – note 7
94
Principal risks and uncertainties
Strategic Report – Principal Risks and Uncertainties
38– 42
Financial risk management
Financial Statements – note 18
102 – 105
Post-balance sheet events
Financial Statements – note 22
108
Likely future developments in the Company’s business
Chair's Statement – ‘Status of strategic review’, ‘Outlook’
6
Corporate governance statement
Governance – Corporate Governance Report
59 – 64
S.172 Companies Act 2006 statement
Strategic Report – S.172(1) Statement
51
Directors
Board of Directors
53 – 54
Directors’ terms of appointment
Governance – Corporate Governance Report
62
Directors’ remuneration
Governance – Directors' Remuneration Report
74
Directors’ indemnities
Governance – Directors' Remuneration Report
74
Directors’ interests in shares
Governance – Directors’ Remuneration Report
75
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 and emerging markets in Asia with the current objectives
37
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 year 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. The next AGM of the Company will be
held in Q2 2024 and, save for Kirstine Damkjaer who resigned from the
Board with effect from 30 April 2024 as a result of taking on a full-time
executive role, all the Directors will be put for re-election.
Capital structure, rights and restrictions
No ordinary shares were issued or bought back, or held in treasury,
during the year under review or since the year end.
At 31 December 2023 (and the date of this Annual Report), the Company’s
issued share capital comprised 175,684,705 ordinary shares. The total
number of voting rights of the Company at 31 December 2023 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.
At 31 December 2023 (and the date of this Annual Report), there were:
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; or
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;
37
Having undertaken a strategic review of the options for the Company’s future, the Board is recommending a proposal for the orderly realisation of assets and liquidation of the Company. Details
of this proposal, which is subject to shareholder approval at a general meeting of the Company expected to be held in Q2 2024, will be set out in a circular to shareholders and will be made
available on the Company’s website in due course.
Asian Energy Impact Trust plc |
Annual Report 2023
56
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 suspensions
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). The suspension of the Company’s ordinary shares
was lifted on 6 March 2024.
Due to a small number of outstanding points in respect of the Company’s
Annual Report and audit the Company was not able to publish the Annual
Report by the required regulatory deadline of 30 April 2024. The Company
therefore 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 1 May 2024, with
reference to the FCA’s Listing Rule 5.1.2G(2). Now that the Annual Report
has been published the Board will move expeditiously to apply to the FCA
for a restoration of the Company’s listing.
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 million 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 2023 and 8 May 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 2023
8 May 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
1
6,989,584
9.
7
Credit Suisse Private Banking*
11,500,000
6.5
Liontrust Sustainable Investments
8,770,802
5.0
8,
166,7
02
4.6
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
3,266,685
1.9
WH Ireland
5,872,412
3.3
6,351,881
3.
6
Kyma Capital
5,586,799
3.2
* Following the acquisition of Credit Suisse Private Banking by UBS Group AG, the shareholding by Credit Suisse Private Banking was transferred to UBS Group AG. UBS AG subsequently sold
its shareholding on 22 April 2024.
Going concern
In April 2024, the Board completed the strategic review of the options
for the Company’s future and having consulted shareholders, the Board
concluded that a proposed realisation strategy is in the best interests
of shareholders as a whole. This realisation strategy would consist of
an orderly realisation of the Company’s assets and winding up of the
Company, balancing maximising the value from existing investments and
progressively returning cash to shareholders in a timely manner.
Details of this proposal, which is subject to shareholder approval at a
general meeting of the Company expected to be held in Q2 2024,
will be set out in a separate circular to shareholders. However, while
the outcome of the shareholders vote is uncertain, it is the Board’s
expectation, based on shareholder interactions to date, that shareholders
will vote for the realisation strategy being proposed. This will mean that
the Company will subsequently cease to trade, following the realisation
of its investments. 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 to new investments prior
to the shareholder vote on its recommended proposal.
The Directors have assessed that the Company will be able to continue
to meet its liabilities in the going concern assessment period, being a
period of at least 12 months from the date the Financial Statements were
authorised for issue. In reaching this conclusion, the Directors considered
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2023
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Directors’ Report
Continued
the expectation that there will be an orderly realisation of the Company’s
assets, and the Company’s net assets as at 31 December 2023 of US$81.5
million and its cash reserves at that date of US$41.2 million, along with
the cash reserves of AEIT Holdings of US$1.8 million. The Directors also
considered the Company’s cash reserves at the date of approval of the
Financial Statements of US$42.1 million, along with the cash reserves of
AEIT Holdings of US$1.8 million. The Directors considered the Company’s
recurring operating expenditure requirements, both to date and into the
future and the commitment made post year end of up to US$4.5 million
of additional funding for the construction of the RUMS project.
The Company continues to meet its day-to-day liquidity needs through
its cash resources. Assumed future cash inflows over the going concern
assessment period include the receipt of dividend and interest income
and capital repayments from its underlying investments and the main
cash outflows are the ongoing running costs of the Company and the
additional costs incurred in connection with the strategic review. Were
the receipt of dividend and interest income and capital repayments
from its underlying investments delayed, the Company would still have
sufficient resources to meet its liabilities. No realisation of investments
has been assumed in this assessment but such realisations may take
place in the going concern period.
However, given the orderly realisation proposal being recommended by
the Board, whilst the Directors have a reasonable expectation that the
Company has adequate resources to continue in operational existence
for the foreseeable future, the Financial Statements have been prepared
on a basis other than that of a going concern given that the Directors
have a reasonable expectation that shareholders will vote for the orderly
realisation proposal and the ultimate liquidation of the Company.
No adjustments arose within the Financial Statements as a result
of preparing them on a basis other than that of a going concern. The
Company was not committed to any costs in respect of a wind-up at
the balance sheet date and the Company’s investments (its principal
assets other than cash) were already held at fair value at the balance
sheet date. However, the final fair value realised on disposal of each
investment as the Company implements its realisation strategy may be
materially different to the fair value as at 31 December 2023.
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.
Having completed its strategic review of the options for the Company’s
future and consulted shareholders, the Board has concluded that
it is in the best interests of shareholders as a whole to put forward a
proposal for the orderly realisation of AEIT’s assets and winding up of the
Company, balancing maximising the value from existing investments and
progressively returning capital to shareholders in a timely manner. The
outcome of the strategic review remains subject to a shareholder vote.
The Board expects the realisation process to take up to at least two years.
The Board, therefore, believes that the period to 30 April 2026, 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 assessing the viability of the Company, the Board concluded that,
in the event that shareholders vote in favour of the orderly realisation
proposal, 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.
In their assessment of the prospects of the Company over the viability
assessment period, the Directors considered each of the principal risks
and uncertainties set out on page 38 to 42 and the aim to achieve an
optimal balance between maximising the value from AEIT’s existing
investments and progressively returning cash to shareholders in a timely
manner as part of the proposed realisation strategy.
In assessing the Company’s prospects, the Directors have reviewed cash
flow forecasts to 30 April 2026 which assume no further investment
commitments (apart from up to US$4.5 million of additional funding for
the construction of the RUMS project), that all ongoing costs will be met
by the Company’s cash resources of US$41.2 million at 31 December
2023 (US$42.1 million at the date of approval of these Financial
Statements). The cash flow forecasts for the viability assessment assume
that dividend or interest income and capital repayments will be received
from the Company’s underlying investments but no proceeds from any
sale of investments will be received in the period. However, even in the
scenario that the Company receives no dividend or interest income and
capital payments from its underlying investments, the Company will still
have sufficient cash to meet all its liabilities over the viability assessment
period.
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.
Subject to shareholders approving the orderly realisation proposal at a
general meeting of the Company expected to be held in Q2 2024, the
Company’s priority will be to achieve a balance between maximising the
value of its investments and progressively returning cash to shareholders
in a timely manner. It is currently expected that surplus cash will be
returned from time to time in the form of capital rather than dividends
and that any dividends will be paid on an ad hoc basis.
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), implemented by The Companies
(Directors’ Report) and Limited Liability Partnerships (Energy and Carbon
Reporting) Regulations 2018, for the year ended 31 December 2023
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.
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58
The energy and emissions metrics for the investment portfolio for the
year ended 31 December 2023 are disclosed in the Impact Report on
page 25.
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 year 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.
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 Annual General Meeting.
Annual General Meeting
The date and time of the AGM will be announced, and the notice
convening the AGM, will be published shortly.
Approval
This Directors’ Report was approved by the Board and signed on its
behalf by:
Sue Inglis
Chair
1
3
May 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”). 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 year ended 31 December 2023, 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;
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.
Corporate Governance Report
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60
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 65 to 75 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 (“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 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 Resolutions at 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 a 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 Company’s existing investment management arrangements, which are
due to terminate on 30 April 2024, will roll over until the orderly realisation
proposal is approved by shareholders.
Administrator/Company Secretary
The Company has appointed the 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;
advising on all governance matters;
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Corporate Governance Report
Continued
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. In addition to scheduled and ad hoc
meetings, the Board meets frequently on an informal basis to discuss,
in particular, developments affecting the Company and progress on
identified workstreams.
Attendance at scheduled meetings
Board
Audit and
Risk Committee
Valuation
ESG Committee
Management
Engagement
Committee
Nomination
Committee
Remuneration
Committee
No. of meetings held
2
2
2
1
1
1
1
Sue Inglis
2
2
2
1
1
1
1
Mukesh Rajani
2
2
2
1
1
1
1
Clifford Tompsett
2
2
2
1
1
1
1
Kirstine Damkjaer
2
2
1
1
1
1
1
Attendance at ad-hoc meetings
Board
Audit and
Risk Committee
Valuation
ESG Committee
Management
Engagement
Committee
Nomination
Committee
Remuneration
Committee
No. of meetings held
29
4
0
3
0
0
0
Sue Inglis
29
4
0
3
0
0
0
Mukesh Rajani
25
4
0
3
0
0
0
Clifford Tompsett
27
4
0
3
0
0
0
Kirstine Damkjaer
22
4
0
3
0
0
0
Following the temporary share suspension, in view of the need to deal with a broad range of issues and other matters in a timely manner, the Board and Audit
and Risk Committee held a significant number of ad hoc meetings during 2023, some of which replaced previously scheduled meetings.
Board composition and succession
Board composition and independence
During the year, the Board consisted 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. Having
accepted a full-time executive position that required her to step down
from all her non-executive positions as soon as practicable, Kirstine
Damjkaer resigned as a Director of AEIT with effect from 30 April 2024.
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 initial 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
53 and 54. In view of the realisation strategy that the Board is proposing
following the conclusion of the strategic review, the skillsets of the
continuing Directors and the need to minimise costs where possible, it
is not currently anticipated that a replacement for Kirstine Damkjaer will
be recruited.
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.
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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.
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.
As shown in the tables below, at 31 December 2023 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
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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 year 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
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 year 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 year 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.
Kirstine Damkjaer resigned from the Board with effect from 30 April 2024
as a result of taking on a full-time executive role. A resolution to approve
the re-appointment of all the other Directors will be put to the vote of
shareholders at the forthcoming AGM.
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 72.
Annual performance evaluations
Board, Committees, Chair and individual Directors
Details on the 2023 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 71 and 72. 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 2023 formal evaluation of the Investment Manager are
included ’in the Management Engagement Report on page 70.
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
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(or, in the case of the Auditor, the Audit and Risk Committee) at least
annually. Information on the 2023 formal evaluations is included in the
Management Engagement Committee Report on page 70.
Directors’ remuneration
The Directors’ Remuneration Report on pages 73 to 75 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 36 to 42. 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 Audit and Risk Committee meetings.
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
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 on the part of the Former Investment Manager became
apparent 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 page 65. Also refer to pages 36 and 37 for
details of the risks crystallised in the year under review.
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. There is no impact on the work
of the Auditor as a result of not having an internal audit function.
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 year under review are set out
in the Strategic Report on pages 48 to 50.
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
1
3
May 2024
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Audit and Risk Committee Report
I present the Audit and Risk Committee Report for the year ended 31
December 2023, which sets out the Committee’s responsibilities and its
work and focus during, and with respect to, the year.
During the year the Audit and Risk Committee has overseen some
significant changes to the valuation process, including changes to the
valuation methodology following the appointment of the Transitional
Investment Manager, the removal 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. This revised
approach was applied in the valuations for the previous financial period
ended 31 December 2022, in the interims to 30 June 2023 and for the 30
September 2023 NAV.
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 investment companies. 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 meets four times each year and at such
other times as may be required. The Committee met six times during the
year ended 31 December 2023. Since the year end, the Committee has
met five times.
Representatives of the Company Secretary, AIFM, Investment Manager,
independent valuation expert and Auditor are invited to attend
Committee meetings and the Committee 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 year, 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 Company’s 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 year ended 31 December
2023. These areas have been identified as being significant by virtue of
their materiality.
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, timing for completion of the
RUMS project and the timing of dividend, interest income and capital
repayments given some of the investments have capital structures which
make the payment of dividends, interest and capital repayments more
difficult. Sensitivities of the key inputs used within the models are detailed
in note 9.
The Board notes that at the date of signing this report the Company’s
shares are trading at a discount to its NAV. It has reviewed this position and
concluded that this has no impact on the valuation of its investments as at
31 December 2023.
Whilst the Company holds its investments at fair value, the final value
realised on disposal of each investment as the Company implements its
orderly realisation strategy may be materially different to its fair value as at
31 December 2023.
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The basis of assumptions used, and the approach taken, by the
Transitional Investment Manager in the 31 December 2023 valuations
are outlined on pages 19 to 22. In particular, the Committee reviewed
the following material judgements:
Macro-economic assumptions:
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 OEGEN does
so with regard to inflation, FX and power prices (see below). The
Committee reviewed these assumptions, 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
forecast price curves as prepared by market advisors that are
reputable in the relevant markets. If there are any differences in
methodology or assumptions, blending two or more forecasts
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 WESM forecast price curves for the Philippines and
Vietnam as at 31 December 2023 (as well as for the valuations as
at 31 December 2022) and the Committee was satisfied with this
approach. WESM forecast price curves are not required for India as
the revenues of each of the Company’s Indian assets is based on
fixed price PPAs.
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 within the
ranges of the independent valuation expert and the Auditor.
Generation profile:
Updated P50 generation yield curves have
been procured from an independent technical advisor. Reports
were received in January 2024 for SolarArise. The technical advisor
produced two separate reports for SolarArise: revision one (‘worst
case’) which included all potential losses (even those that arose
from one-off events) and revision two (‘best case’) which assumed
all losses assumed in revision one would be fully recoverable. The
Transitional Investment Manager highlighted to the Committee that
it does not believe that either of these reports represent a realistic
P50 yield assessment for the SolarArise assets but expects a realistic
P50 assumption to be approximately in the middle of the two reports
received, on the basis that it is unlikely that all of the excluded
losses in revision two would be recoverable. While the Transitional
Investment Manager is continuing to work with the independent
technical advisor to refine the SolarArise P50 yields, the Committee
was told that an updated report would not be available in time for
the approval of the 31 December 2023 valuations. As such, in the
absence of a final report from the technical advisor, the midpoint of
both reports has been taken to generate the P50 yield included in
the valuation models for SolarArise as at 31 December 2023 (and the
resulting generation from taking the midpoint is slightly below the
estimated reduction applied to the P50 yield assessments at time
of acquisition utilised in the 31 December 2022 valuation models).
The Committee, following advice from the Transitional Investment
Manager, was satisfied with this approach.
A ‘haircut’ has been applied to the P50 yield assessment at the time
of acquisition of the Philippine and Vietnamese assets to align the
generation profile in the valuation models to current performance
in line with the 31 December 2022 valuation models. Updated P50
assessments in respect of NISPI and VSS were not available until
March 2024. The updates from these assessments were not material
for inclusion within the valuations as at 31 December 2023.
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.
The RUMS project:
During the year a decision was taken to proceed
with the RUMS project in light of a substantial fall in panel prices and
other macro-economic factors and, as at 31 December 2023, the
RUMS project was valued on a DCF basis. Based on the information
known and knowable at the valuation date both the Transitional
Investment Manager and the independent technical advisor
believed that construction would be completed by 31 March 2024,
albeit with some additional cost implications from not completing
by 5 February 2024. A contingency of US$2.8 million and increased
costs were included in the DCF as at 31 December 2023 and, based
on the information presented to the Committee, the unaudited NAV
as at 31 December 2023 was announced on this basis. Following the
year end, principally due to the delays in construction in January and
February 2024, a decision was taken to increase the contingency to
US$6.3 million based on commissioning now expected to occur in
June 2024 and the audited NAV as at 31 December 2023 reflects
this increased contingency. The Committee was satisfied with this
approach.
TT8 project:
During the year, the SolarArise holding company had
invested approximately US$1.9 million into the TT8 development
project. In line with the Company’s valuation policy the Transitional
Investment Manager proposed to hold this project at cost at the
valuation date. This approach was challenged by the Committee on
the basis that the latest DCF valuation indicated an impairment to
the project. Following a number of discussions, the Committee was
ultimately satisfied with holding the project at cost, on the basis that
this constituted the fair value, since a non-binding offer had been
received from an independent third party supporting its valuation at
cost.
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, PricewaterhouseCoopers
LLP (“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
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recommended to the Board that the final valuations as at 31 December
2023 were within a reasonable range and should be approved.
Going concern and viability statement
The Committee reviewed the Company’s financial resources and concluded
that the Company will have sufficient financial resources during the going
concern assessment period. However, given the result of the strategic
review, being a proposal to shareholders for the realisation of AEITs assets
and winding up of the Company, it has been assessed that the Company
should prepare the Financial Statements on a basis other than that of a
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 a basis other than
that of a going concern basis of accounting 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 and was satisfied that it was an appropriate period. The full going
concern disclosure and viability statement are included in the Directors’
Report on pages 56 and 57.
Other key activities during, and in respect of, the
year ended, 31 December 2023
Financial reports and NAV announcements
The Committee reviewed the Company’s accounting policies and critical
estimates and judgements. In addition, the Committee considered
the format and content of the Annual Report for the year ended
31 December 2022, the Interim Report for the period ended 30 June
2023 and the announcements of the unaudited NAV and trading update
as at 30 September 2023 and unaudited 31 December 2023 NAV before
recommending their approval to the Board.
The Committee also received and discussed with the Auditor status updates
and its initial report and results for the year ended 31 December 2023.
Fair, balanced and understandable
The Committee has concluded that this 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 this Annual Report.
Risk management and internal controls
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 under
Risk and Risk Management section on pages 36 to 42. 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.
The Committee continued to monitor the effectiveness of the Company’s
risk management and internal controls framework during the year,
making refinements as required. Improvements made to the control
environment following the crystallised risks in the year, such as the
significant changes to the valuation process (including changes to the
valuation methodology following the appointment of the Transitional
Investment Manager, the removal of the previous independent
valuer and the introduction of a reasonableness opinion from PwC
as an independent valuation expert), are detailed in the Risk and Risk
Management section on pages 36 to 42, and have been designed to
mitigate the crystallisation of these risks from recurring. The Board is
also working closely with the Transitional Investment Manager to review
the controls surrounding the Company’s underlying investments, which
include improved governance within the underlying investee companies.
The appointment of the Transitional Investment Manager, the changes
to 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 Committee will continue to assess the
Company’s control environment and further improvements that can be
made to the Company’s overall control environment, 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 management and internal control framework
as detailed in the Risk and Risk Management section on pages 36 to 42
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; 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
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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 Financial Reporting Council 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. No
non-audit services were provided during the year.
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.
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 third financial period that Deloitte LLP has audited the Financial
Statements of the Company. The reappointment of the Auditor is subject
to annual shareholder approval at the AGM. 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 ten 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 third year in the role and second as a listed
company. The Company has therefore complied with the Statutory Audit
Services Order 2014 for the 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
ending 31 December 2024. Accordingly, a resolution proposing the
reappointment of Deloitte LLP as the Auditor will be put to shareholders
at the forthcoming Annual
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.
Having considered the information provided by the whistleblowers and
the Board’s investigations following the temporary share suspension, the
Committee was satisfied that all necessary information required for the
purpose of undertaking the valuation of the Company’s investments at
the year end had been available.
Information on the Company’s whistleblowing policy is available on the
Company’s website.
Committee evaluation
An evaluation of the Committee formed part of the annual Board
evaluation process completed in December 2023. It was concluded
that the Committee members had the appropriate skills and experience
to assess the performance and terms of engagement of the Auditor,
Investment Manager, Administrator and other key service providers.
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
1
3
May 2024
Audit and Risk Committee Report
Continued
2023
Annual Report & Accounts |
GOVERNANCE
69
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;
ESG and impact reporting and disclosures; and
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 was chaired by Kirstine
Damkjaer up to the effective date of her resignation on 30 April 2024.
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 year under review, the Committee met three times, including
one scheduled meetings.
Principal activities during the year
The Committee oversaw the reporting on ESG matters in the Company’s
Annual Report for the financial period ended 31 December 2022 and
Interim Report for the period ended 30 June 2023 as well as in this
Annual Report.
Transitional Investment Manager review
The Committee carried out a review of the Transitional Investment
Manager’s policies, governance structure and approach to ESG and
Impact. This included a review of the Transitional Investment Manager’s:
Responsible Investment Policy
Modern Slavery Policy/Statement
Whistleblowing Policy
Supplier Code of Conduct
Stewardship and Engagement Policy
Biodiversity Mission Statement
Equity, Diversity and Inclusion Policy
Panel Procurement Policy
Conflict of Interest Policy
Gift and Entertainment Policy
Anti-bribery and Corruption Policy
The ESG committee also reviewed the application of the Transitional
Investment Manager’s approach to AEIT’s 2023 reporting. This involved:
Evaluating the Transitional Investment Manager’s methodologies for
data collection and validation;
Ensuring that the verification processes for data points adhere to
ESG committee minimum standards; and
Confirming the statements in the report are true representations of
activities that have occurred during the period.
Committee evaluation
An evaluation of the Committee formed part of the annual Board
evaluation process completed in December 2023. It was agreed that the
Committee Chair would develop an ESG training programme to enhance
the Committee’s knowledge of fast evolving sustainability practice and
standards, and a rolling workplan. It was concluded that the Committee,
as a whole, had the appropriate skills, knowledge and experience to carry
out its responsibilities.
ESG Committee Report
70
Management Engagement Committee Report
I present the Management Engagement Committee Report for the year
ended 31 December 2023.
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
(the
“IMA”),
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 meets once a year and at such other times as may be
required. It met once during the year ended 31 December 2023.
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 year
Annual evaluation of the Investment Manager
During the year, 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 2022 Annual Report) 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 process, Octopus Energy Generation was
appointed as the transitional Investment Manager to cover the period
from 1 November 2023 to 30 April 2024.
The Committee met in December 2023 for the purpose of the formal
annual evaluation of the Investment Manager’s performance. Given the
brief period that the Transitional Investment Manager had been in place,
an in depth review of its performance was not carried out. However,
the Committee confirmed it was satisfied with the performance of the
Transitional investment Manager to date.
Annual evaluation of other key service providers
At its meeting in December 2023, the Committee also undertook the
formal annual evaluation of the Administrator’s, the AIFM’s and other
key service providers’ performance and reviewed their respective
remuneration. The Committee reviewed a detailed questionnaire
completed by these service providers, which included sections on their
systems, controls and policies. In most instances, relationships with
these 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 Administrator and the high level feedback
received from the Transitional Investment Manager (given the short
period of time since its appointment) 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 2023. 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
1
3
May 2024
2023
Annual Report & Accounts |
GOVERNANCE
71
Nomination Committee Report
I present the Nomination Committee Report for the year ended 31
December 2023.
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 meets once a year, with additional meetings scheduled as
required. The Committee met once during the year, in December 2023.
Principal activities during the year
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 2023 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 performance
evaluation of the Board Chair was led by the Senior Independent Director.
In view of the events that had led to the temporary share suspension, in
addition to reviewing the performance the Board since its last scheduled
meeting in December 2022, the Committee 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 experience of managing a UK-listed
investment company or an investment fund with a wholly independent
board.
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
that the Board had repeatedly made enquiries of the Former Investment
Manager.
The Committee noted that the key events following the temporary
share suspension (detailed on pages 12 to 14) and the subsequent
breakdown in relationship with the senior management team of the
Former Investment Manager had required the Board to take a 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 utilise
72
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 for the Company’s
future 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 it 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.
Following a robust review, the Committee concluded that:
each Director had been and continued to be independent 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 three 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 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 proposed re-election of each Director at the 2024 AGM should
be recommended by the Board.
The Committee made recommendations to the Board based on the
outcome of its deliberations. Following these recommendations, Kirstine
Damkjaer informed the Board that she had accepted a full-time executive
role and that she was required to stand down for all her non-executive
roles. She resigned from the Board with effect from 30 April 2024 and,
as a result, she will not be proposed for re-election at the 2024 AGM.
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 62 and 63 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 all Directors have served less than three years and in view of the
outcome of the Board’s strategic review, a detailed succession plan is
not required.
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.
Approval
This Report is approved on behalf of the Nomination Committee by:
Sue Inglis
Nomination Committee Chair
1
3
May 2024
Nomination Committee Report
Continued
2023
Annual Report & Accounts |
GOVERNANCE
73
Directors’ Remuneration Report
The Board presents the Directors’ Remuneration Report for the year
ended 31 December 2023, 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 77.
Remuneration 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 Remuneration 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 Remuneration 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 meets once a year, and at such other times as the
Committee Chair shall require. The Committee met once during the year,
in December 2023.
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 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.
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.
This policy was approved by shareholders at the Accounts General Meeting
held on 27 February 2024 and it is intended that the policy will continue in
force until the 2026 AGM (or, if earlier, the Company is placed in member’s
voluntary liquidation).
Annual report on Directors’ remuneration (audited
information)
For the year ended 31 December 2023, the Directors’ fees were 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 in recognition of their role, responsibilities and
additional time commitments. Following the Remuneration Committee’s
annual review of Directors’ remuneration, for the year ending
31 December 2024, the Director’s remuneration has been set to stay at
this level.
74
The following table shows, in respect of each Director, all remuneration earned during the year ended 31 December 2023 and their annual remuneration
for the year ending 31 December 2024. 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
2023
Fee
2023
Benefits
38
2023
Total
2024
Fee
Sue Inglis
Chair, Nomination Committee Chair
65,000
65,000
65,000
Kirstine Damkjaer
ESG Committee Chair
50,000
1,739
51,739
16,667*
Mukesh Rajani
Senior Independent Director, Management Engagement Chair,
Remuneration Committee Chair
50,000
50,000
50,000
Clifford Tompsett
Audit and Risk Committee Chair
55,000
55,000
55,000
Total
220,000
1,739
221,739
220,000
* The remuneration for Kirstine Damkjaer is reflected for the period up to the effective date of her resignation on 30 April 2024.
None of the Directors received any additional ad hoc fees during the financial period ended 31 December 2022
or the year ended 31 December 2023.
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 them.
Company performance
The following chart shows the Company’s total 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
Mar-22
Jun-22
Sep-22
Dec-22
Mar-23
Jun-23
Sep-23
Dec-23
Mar-24
0
20
40
60
80
100
120
140
FTSE All Share index (USD)
AEIT shareholder return
Total Return (cents)
The returns of AEIT are shown up to 22 April 2023, the date trading in the Company’s shares was suspended. The shares were relisted after the year
end, on 6 March 2024, and the dotted line shows the movement between the date the Company’s shares were suspended and 31 March 2024.
Directors’ Remuneration Report
Continued
38
Reimbursement of travelling and accommodation expenses to attend Board meetings.
2023
Annual Report & Accounts |
GOVERNANCE
75
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
year ended 31 December 2023 compared with the distributions to
shareholders by way of dividends during that year. During the year 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.
2023
US$’000
Total Directors’ remuneration
254
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 2023, all of which are beneficial, are shown in the table
below. There have been no changes to the Directors’ interests between
31 December 2023 and the date of this Report.
Director
31 December 2023
No. of shares
Sue Inglis
65,000
Kirstine Damkjaer
Mukesh Rajani
33,000
Clifford Tompsett
33,000
Shareholder resolutions
The Company seeks shareholder approval of the Directors’ remuneration
policy at every third AGM.
In addition, an advisory ordinary resolution
to approve the Directors’ Remuneration Report (excluding the Directors’
remuneration policy) is put to shareholders at each AGM.
The Company published its first annual report and accounts (being for
the financial period ended 31 December 2022) on 22 January 2024. This
means the 2022 Annual Report was not available at the Annual General
Meeting of the Company held on 30 June 2023 or at the Adjourned
Annual General Meeting held on 24 August 2023 and, therefore, the
resolutions referred to in the previous paragraph were not proposed at
the 2023 AGM. Instead, the resolutions were proposed at the Accounts
General Meeting held on 27 February 2024.
At that meeting, of the
proxy votes received in respect of:
the Directors’ remuneration policy, 79.28% were in favour and
20.72% were against (votes representing approximately 0.001% of
the issued share capital were withheld); and
the Directors’ Remuneration Report, 79.28% were in favour and
20.72% were against (votes representing approximately 0.004% of
the issued share capital were withheld).
The Board has sought to engage with shareholders to discuss any views
they may have regarding the Directors’ remuneration policy and the
Directors’ Remuneration Report and will take into account any feedback
around their concerns.
Remuneration
Committee’s
principal
activities
during the year
Review of Directors’ remuneration policy
The Committee reviewed the Directors’ remuneration policy and
recommended no changes be made to it to the Board.
Review of Directors’ remuneration
The Committee reviewed the level of Directors’ fees for the year ending
31 December 2024. 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 year end, the Committee concluded that, for the year
ending 31 December 2024, the standard Director’s remuneration should
remain at £50,000 per annum, the remuneration for the Chair of the
Board should remain at £65,000 per annum and the remuneration for
the Chair of the Audit and Risk Committee should remain at £55,000
per annum.
Committee evaluation
An evaluation of the Committee was undertaken as part of the overall
Board evaluation completed in December 2023. 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
1
3
May 2024
Directors’ Remuneration Report
Continued
76
Statement of Directors’ Responsibilities
The Directors are responsible for preparing the Annual Report, including
this 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 this 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
this 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
1
3
May 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 2023 and of its
loss
for the year 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. 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.
Summary of our audit approach
Key audit matters
The key audit matters that we identified in the current year were:
Valuation of investments at fair value through profit or loss; and
Going concern.
Materiality
Materiality was set at $1.7 million determined based on 2% of net assets.
Scoping
All audit work to address the risk of material misstatements was carried out by the audit engagement team.
Significant changes in
our approach
In the prior year we identified a key audit matter relating to an onerous contract for the commitment to acquire a
further 57% investment in SolarArise for $38.5m
. T
he acquisition completed in January 2023 and the onerous contract
was fully settled. On acquisition, the investment was immediately fair valued to $nil. We therefore no longer identify a key
audit matter in relation to the onerous contract provision.
4.
Key audit matters
Key audit matters are those matters that, in our professional judgement, are 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 key audit 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.
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Independent Auditor’s Report
Continued
4.1. Valuation of investments at fair value through profit or loss
Key audit matter
description
As at 31 December 2023, the company held three principal investments being a 40% economic interest in NISPI, a 100%
interest
in
SolarArise and a 99.8% interest in Viet Solar System Company Limited and its subsidiaries (“VSS”).
Each investment is measured at fair value through profit and loss. As described in note 18, at 31 December 2023, NISPI
was valued at $12.7m (2022: $11.5m), SolarArise at $25.5m (2022: $nil) and VSS at $2.4m (2022: no investment). The
company engaged an independent valuation firm to review the valuation of each investment as prepared by the
investment manager, Octopus Energy Generation.
As described in the significant accounting policies in note 2 and in note 9 (investments at fair value through profit or loss) of
the financial statements, 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 several significant assumptions, the most critical of which are set out below. The
focus of our work and the key audit matter relates to the investment in NISPI and SolarArise as these investments constitute
91% of the total investment balance.
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. 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.
The discount rate used in valuing the investments in both NISPI and SolarArise.
Forecast energy generation within SolarArise. In the year the company obtained a range of updated generation
forecasts from an external independent party. Judgement is needed in determining which generation forecast is
the most
acceptable to use within the valuation. Octopus as investment manager have taken the mid-point of the best
and worse case generation forecasts.
The valuation of
the
RUMS asset within SolarArise. The asset is now valued using a discounted cash flow
methodology
following the decision made in 2023 to proceed with construction of the asset.
Other key assumptions include forecast energy generation (NISPI), the timing of dividends and the availability of distributable
reserves, and inflation.
The company has identified the valuation of investments as a key source of estimation uncertainty, with further details
provided in note 2 and note 9 to the financial statements. 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 65 to 6
8
.
Given the inherent subjectivity in the above assumptions, and the risk of bias in the assumptions adopted, in particular the
discount rate, forecast energy generation, the valuation of RUMS and forward power prices, we identified a risk of fraud in the
adoption of the discount rate (NISPI and SolarArise), forward power prices (NISPI only), forecast energy generation (SolarArise
only) and the valuation of the Rewa Ultra Mega Solar Park (the “RUMS project”) within SolarArise.
How the scope of our
audit responded to the
key audit matter
Procedures to address the risk around future power prices, the discount rates and forecast energy generation adopted
included:
obtaining an understanding of relevant controls established around the valuation of investments and the selection of
key assumptions;
holding discussions with the board’s valuation expert to understand and challenge their work including assessing
their
competence, capabilities and objectivity;
agreeing the power prices adopted in valuing NISPI to the external forecasts obtained by the directors and
Investment
Manager (Octopus Energy Generation) and assessing whether the forecasts adopted were within a
reasonable range
and whether there was evidence of bias in the forecasts adopted. We also assessed the
competence, capability and
objectivity of the providers of those forecasts;
working with our 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; and
agreeing the initial generation profile adopted in valuing SolarArise to the technical reports obtained from the
independent third party. We checked the computational accuracy of calculating the mid-point of these forecasts and
checked that they had been appropriately incorporated into the valuation model. We also assessed historic
generation and forecasting
accuracy.
Procedures to address the risk around the valuation of ‘RUMS’ in SolarArise included:
assessing the accuracy of the RUMS valuation model including agreeing key inputs such as
prices
to the power purchase
agreement and costs back to agreements;
recomputing
t
he overall accuracy of the valuation;
agreeing construction costs back to the relevant agreements; and
understanding progress on construction completion
post year end
and the implications for the valuation of any
delays which also
included information on construction progress subsequent to the balance sheet date.
Procedures to address other aspects of the valuation included:
recomputing the valuation, assess the mechanical accuracy of the models and check the foreign exchange rates adopted
to external data;
evaluating the macroeconomic assumptions included in the forecasts with reference to observable market data and
external forecasts;
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Independent Auditor’s Report
Continued
assessing historic generation and assess forecasting accuracy, while benchmarking average annual degradation to
external data;
benchmarking the inflation assumptions to external, independent forecasts;
checked the modelling of dividends and distributable reserves in the model;
agreeing the power price rate used in the SolarArise valuation to the PPAs; and
assessing 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
Based on the audit procedures performed and our benchmarking of assumptions, we identified differences within the
valuations which we reported to the Audit and Risk Committee.
However these differences were not material.
4.2. Going concern
Key audit matter
description
As set out in note 2 to the financial statements, in April 2024, the Board completed the strategic review of the options for
the Company’s future. Having consulted shareholders, the Board concluded that a proposed realisation strategy is in the best
interests of shareholders as a whole. This realisation strategy would consist of an orderly realisation of the Company’s assets
and winding up of the Company, balancing maximising the value from existing investments and progressively returning cash
to shareholders in a timely manner. This realisation strategy will be subject to a shareholder vote later in 2024.
Given the orderly realisation proposal being recommended by the Board, the Financial Statements have been prepared on a
basis other than that of a going concern given that the Directors have a reasonable expectation that the shareholders will vote
for the orderly realisation proposal and the ultimate liquidation of the Company.
Given the significance of this to the financial
statements, we identified a key audit matter in respect of the going concern assessment and the associated disclosures within
the financial statements.
There has been no impact on the presentation of the financial statements as at the balance sheet date as a result not preparing
the financial statements on a going concern basis. Please see note 2 for further information.
How the scope of our
audit responded to the
key audit matter
Procedures to address this key audit matter included;
obtaining 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;
reviewing the going concern papers prepared by the investment manager;
understanding the mechanism and potential outcomes of the shareholder vote later in 2024 and review of the RNS
published by the Board on the realisation proposal;
assessing whether the decision to prepare the financial statements on a non-going concern impacted the financial
performance and position of the company at the balance sheet date; and
reviewing the disclosures within the financial statements.
Key observations
We concur with management’s decision to prepare the financial statements on a basis other than a going concern.
5.
Our application of materiality
5.1. 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
$1.7 million (2022: $1.7 million).
For the audit of specific balances in the income statement, materiality was limited to $0.85 million (2022: $0.85 million).
Basis for determining
materiality
2% (2022: 2%) of net assets as at 31 December 2023.
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. Prior to the
announcement of the company’s realisation strategy, the company’s investment objective was 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.
80
Independent Auditor’s Report
Continued
5.2. 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 set at 50% of materiality for the
2023 audit (2022: 50%). 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 and the risks associated with the valuation of the
company’s two principal investments; and
the quality of the control environment which meant we were not
able to rely on controls.
5.3. Error reporting threshold
We agreed with the Audit and Risk Committee that we would report to
the Committee all audit differences in excess of $88,000 (2022: $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.
6.
An overview of the scope of our audit
6.1. 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.
6.2. Our consideration of the control environment
We have 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 share suspension announced in April 2023, the board appointed a
new investment manager (Octopus Energy Generation) to manage the
investment portfolio and to support the board in preparation of the
Annual Report and Accounts in both the current and prior year. As set
out in the Audit and Risk Committee report on page 67 and the Risk
Management section on page 36, 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
continues to take 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 valuer
and the precision of manual review controls around the valuation of
investments.
Given the matters noted above we did not plan to test or rely on controls
for our audit, and therefore maintained a fully substantive approach.
6.3. Our consideration of climate-related risks
Climate change and the transition to a low carbon economy 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.
Asian Energy Impact Trust plc |
Annual Report 2023
The directors have disclosed their climate risk considerations
(and opportunities) on pages 43 to 47. This is consistent with our
evaluation
of
the
climate-related
risks
facing
the
company.
We assessed these disclosures by performing inquiries with the
board
and
investment manager, 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.
7.
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.
8.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement, 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.
9. 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
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Independent Auditor’s Report
Continued
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.
10. 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.
10.1. 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, 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
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 at fair value through profit or loss. 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.
10.2. Audit response to risks identified
As a result of performing the above, we identified the valuation of
investments at fair value through profit and loss as a key audit matter
related to the potential risk of fraud. The key audit matters section of our
report explains the matter in more detail and also describes the specific
procedures we performed in response to that key audit matter.
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
board of directors, investment manager, the Audit
and
Risk Committee and legal counsel 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; and
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
11. 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.
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Independent Auditor’s Report
Continued
12.
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.
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 56;
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 57;
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 36;
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 & Risk Committee
set out on pages 65 to 67.
13. Matters on which we are required to report by
exception
13.1. 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.
13.2. 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.
14.
Other matters which we are required to address
14.1. Auditor tenure
Following the recommendation of the Audit and Risk Committee,
we were appointed by the board of directors on 28 October 2021
to audit the financial statements for the period ending 31 October
2021 and subsequent financial periods. The Company decided to
change its financial year end to 31 December, with the period ending
31 December 2022 being a 14-month period of account. The period
of total uninterrupted engagement including previous renewals
and reappointments of the firm is three accounting periods, covering
the
periods ending 31 October 2021, 31 December 2022 and 31
December 2023.
14.2. Consistency of the audit report with the additional
report to the Audit & Risk Committee
Our audit opinion is consistent with the additional report to the Audit
& Risk Committee we are required to provide in accordance with ISAs
(UK).
15.
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
1
3
May 2024
 
2023
Annual Report & Accounts |
FINANCIAL STATEMENTS
83
For the year ended 31 December 2023
For the period from 1 November 2021 to 31 December 2022
Notes
Revenue
US$’000s
Capital
US$’000s
Total
US$’000s
Revenue
US$’000s
Capital
US$’000s
Total
US$’000s
Investment income
9
752
752
Movement in fair value of investments
9
4,988
4,988
(46,993)
(46,993)
Onerous contract provision
13
(38,500)
(38,500)
Total revenue
752
4,988
5,740
(85,493)
(85,493)
Investment management fees
3e
(701)
(701)
(1,402)
(712)
(712)
(1,424)
Administration and professional fees
- exceptional
4
(4,183)
(4,183)
(1,192)
(1,192)
Administration and professional fees
- other
4
(1,703)
(1,703)
(2,048)
(296)
(2,344)
Administration and professional
fees - total
4
(5,886)
(5,886)
(3,240)
(296)
(3,536)
Net finance income
5
622
622
Net foreign exchange gains
5
287
287
1,669
1,669
(Loss)/profit before taxation
(4,926)
4,287
(639)
(2,283)
(86,501)
(88,784)
Taxation
6
(Loss)/profit for the year/period
(4,926)
4,287
(639)
(2,283)
(86,501)
(88,784)
(Loss)/profit per ordinary share (cents)
- basic and diluted
8
(2.80)
2.44
(0.36)
(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 year or prior period, other than the profit/(loss) for the year or period, and therefore
no separate income statement has been presented.
The accompanying notes are an integral part of these Financial Statements.
Statement of Comprehensive Income
 
 
84
Notes
As at
31 December 2023
US$’000s
As at
31 December 2022
US$’000s
Non-current assets
Investments at fair value through profit or loss
9
42,065
11,491
Current assets
Trade and other receivables
10
2,370
633
Cash and cash equivalents
11
41,170
115,819
43,540
116,452
Current liabilities: amounts falling due within one year
Trade and other payables
12
(4,056)
(2,863)
Onerous contract provision
13
(38,500)
(4,056)
(41,363)
Net current assets
39,484
75,089
Net assets
81,549
86,580
Capital and reserves: equity
Ordinary share capital
14
1,757
1,757
Share premium
14
63,518
63,518
Special distributable reserve
15
105,697
110,089
Revenue reserve
3i
(7,209)
(2,283)
Capital reserve
3i
(82,214)
(86,501)
Shareholders' funds
81,549
86,580
Net assets per share (cents)
16
46.42
49.28
The Financial Statements on pages 83 to 108 were approved by the Board of Directors and authorised for issue on 1
3
May 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
 
 
2023
Annual Report & Accounts |
FINANCIAL STATEMENTS
85
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
At 1 November 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
Loss and comprehensive income for
the year
4,287
(4,926)
(639)
Dividends paid
7
(4,392)
(4,392)
Closing equity as at 31 December 2023
1,757
63,518
105,697
(82,214)
(7,209)
81,549
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 2023
 
 
86
Notes
For the year ended
31 December 2023
US$’000s
For the period from
1 November 2021 to
31 December 2022
US$’000s
Operating activities cash flows
Loss before taxation
(639)
(88,784)
Adjustments for:
Movement in fair value of investments
9
(4,988)
46,993
Investment income
9
(752)
Increase in provisions
13
38,500
Foreign exchange gains
(287)
(1,669)
Operating cash flow before movements in working capital*
(6,666)
(4,960)
Changes in working capital:
Increase in trade and other receivables
10
(1,737)
(633)
Increase in trade and other payables
12
1,193
2,863
Net cash flow used in operating activities
(7,210)
(2,730)
Investing activities cash flows
Acquisition of and cash injections into investments
9
(63,334)
(28,298)
Net cash flow used in investing activities
(63,334)
(28,298)
Financing activities cash flows
Dividends paid to shareholders
7
(4,392)
(1,903)
Proceeds from issue of share capital during the year/period
14
150,699
Costs in relation to issue of shares
14
(3,618)
Net cash flow from financing activities
(4,392)
145,178
Cash and cash equivalents at start of year/period
115,819
Net (decrease)/Increase in cash and cash equivalents
(74,936)
114,150
Foreign exchange gains on cash or cash equivalents
287
1,669
Cash and cash equivalents at end of year/period
11
41,170
115,819
*This includes the payment of costs presented as exceptional of US$4.2 million (2022: US$1.2 million).
The accompanying notes are an integral part of these Financial Statements.
Statement of Cash Flows
 
2023
Annual Report & Accounts |
FINANCIAL STATEMENTS
87
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 27 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 the 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. Prior to announcing the Company’s proposed realisation strategy, the Company had a triple return investment objective
which consisted 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 sought 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 January 2023 to 31 December 2023 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). The comparative period is the period from 1 November 2021 to 31 December 2022.
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 as incorporated into UK
law. 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” or the “Transitional Investment Manager”) 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$550k for its services during the transitional period.
JTC Limited (the “Administrator”) provides administrative and company secretarial services to the Company under the terms of the Administration
Agreement between the Company and the Administrator.
2. Basis of preparation
The Financial Statements have been prepared in accordance with United Kingdom adopted international accounting standards and the applicable legal
requirements of the Companies Act 2006.
The Financial Statements have also been prepared as far as is relevant and applicable to the Company in accordance with the Statement of Recommended
Practice: Financial Statements of Investment Trust Companies and Venture Capital Trusts (“SORP”) issued in July 2022 by the Association of Investment
Companies (the “AIC”). In line with the AIC SORP, the statement of comprehensive income differentiates between the ‘revenue’ account and the
‘capital’ account, and the sum of both items equals the Company’s profit for the year. Items classified as capital in nature either relate directly to the
Company’s investment portfolio or are costs deemed attributable to the long-term capital growth of the Company.
The Financial Statements are prepared on the historical cost basis but as the Company qualifies as an investment entity under the amendments to IFRS10,
all investments in subsidiaries, associates and joint ventures are measured at fair value through profit or loss. They have been prepared on the basis of the
accounting policies, significant judgements, key assumptions and estimates as set out in notes 2 and 3. These policies are consistently applied.
The Financial Statements are presented in US Dollar (‘US$’), 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 year ended 31 December 2023
88
Notes to the Financial Statements
Continued
Going concern
In April 2024, the Board completed the strategic review of the options for the Company’s future and having consulted shareholders, the Board
concluded that a proposed realisation strategy is in the best interests of shareholders as a whole. This realisation strategy would consist of an orderly
realisation of the Company’s assets and winding up of the Company, balancing maximising the value from existing investments and progressively
returning cash to shareholders in a timely manner.
Details of this proposal, which is subject to shareholder approval at a general meeting of the Company expected to be held in Q2 2024, will be set
out in a separate circular to shareholders. However, while the outcome of the shareholders vote is uncertain, it is the Board’s expectation, based
on shareholder interactions to date, that shareholders will vote for the realisation strategy being proposed. This will mean that the Company will
subsequently cease to trade, following the realisation of its investments. 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 to new investments prior to the shareholder vote on
its recommended proposal.
The Directors have assessed that the Company will be able to continue to meet its liabilities in the going concern assessment period, being 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
expectation that there will be an orderly realisation of the Company’s assets, and the Company’s net assets as at 31 December 2023 of US$81.5 million
and its cash reserves at that date of US$41.2 million, along with the cash reserves of AEIT Holdings of US$1.8 million. The Directors also considered the
Company’s cash reserves at the date of approval of the Financial Statements of US$42.1 million, along with the cash reserves of AEIT Holdings of US$1.8
million. The Directors considered the Company’s recurring operating expenditure requirements, both to date and into the future and the commitment
made post year end of up to US$4.5 million of additional funding for the construction of the RUMS project.
The Company continues to meet its day-to-day liquidity needs through its cash resources. Assumed future cash inflows over the going concern
assessment period include the receipt of dividend and interest income and capital repayments from its underlying investments and the main cash
outflows are the ongoing running costs of the Company and the additional costs incurred in connection with the strategic review. Were the receipt of
dividend and interest income and capital repayments from its underlying investments delayed, the Company would still have sufficient resources to
meet its liabilities. No realisation of investments has been assumed in this assessment but such realisations may take place in the going concern period.
However, given the orderly realisation proposal being recommended by the Board, whilst the Directors have a reasonable expectation that the Company
has adequate resources to continue in operational existence for the foreseeable future, the Financial Statements have been prepared on a basis other
than that of a going concern given that the Directors have a reasonable expectation that shareholders will vote for the orderly realisation proposal and
the ultimate liquidation of the Company.
No adjustments arose within the Financial Statements as a result of preparing them on a basis other than that of a going concern. The Company was
not committed to any costs in respect of a wind-up at the balance sheet date and the Company’s investments (its principal assets other than cash) were
already held at fair value at the balance sheet date. However, the final fair value realised on disposal of each investment as the Company implements
its realisation strategy may be materially different to the fair value as at 31 December 2023.
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 ongoing 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 year 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 are 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 include 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 as at 31 December 2023 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, construction timeline of the RUMS project and the timing of dividends given some of the investments have
capital structures which make payment of dividends more difficult. Sensitivities of the key inputs used in the DCF models are detailed in note 9.
Further considerations on currency risk, interest rate risk, power price risk, credit risk, and liquidity risk are detailed in note 18.
Notes to the Financial Statements
Continued
89
2023
Annual Report & Accounts |
FINANCIAL STATEMENTS
Critical accounting judgment - Going Concern
The Company has considered the impact of preparing the financial statements on a basis other than that of a going concern. It has been assessed that
this does not impact the fair value of its investments at the balance sheet date, since these investments are reflected at fair value at the balance sheet
date, based on calculations using DCF models and utilising valuations methods and techniques generally recognised as standard within the industry
plus market assumptions that were in place at the balance sheet date. The valuation methods, techniques and assumptions applied do not change
as a result of preparing the financial statements on a basis other than that of a going concern. However, the final value realised on disposal of each
investment as the Company implements its realisation strategy may be materially different to the fair value as at 31 December 2023.
As at 31 December 2023, the Company assessed that there were no additional costs required to be shown in respect of the orderly realisation proposal,
since there had been no commitments made at the balance sheet date, and the strategic review was ongoing, at this date and the subsequent outcome
of the strategic review remains subject to shareholder approval.
Critical accounting judgement: Equity and loan investments
The Company considers its 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.
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 meets 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
39
; 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.
New and amended standards and interpretations
There are no new or amended accounting standards or interpretations adopted during the year that have a significant or material impact on the Financial
Statements. The Company notes the following standards and interpretations which were in issue and effective at the date of the Financial Statements.
IFRS 17 including Amendments to IFRS 17: Insurance Contracts (effective for accounting periods beginning on or after 1 January 2023)
Amendments to IAS 1 and IFRS Practice Statement 2: Disclosure of Accounting Policies (effective for accounting periods beginning on or after
1 January 2023)
Amendments to IAS 8: Definition of Accounting Estimate (effective for accounting periods beginning on or after 1 January 2023)
Amendments to IAS 12: Deferred Tax related to Assets and Liabilities arising from a Single Transaction (effective for accounting periods beginning
on or after 1 January 2023)
Amendments to IAS 12: International Tax Reform – Pillar Two Model Rules (issued on 23 May 2023 with immediate effectiveness)
39
Having undertaken a strategic review of the options for the Company’s future, the Board is recommending a proposal for the orderly realisation of assets and liquidation of the Company. Details of
this proposal, which is subject to shareholder approval at a general meeting of the Company expected to be held in Q2 2024, will be set out in a circular to shareholders and will be made available
on the Company’s website in due course.
90
Notes to the Financial Statements
Continued
The Company also notes the following standards and interpretations which were in issue but not effective at the date of the Financial Statements. They
are not expected to have a material impact on the Company’s financial statements.
Amendments to IAS 1: Classification of Liabilities as Current or Non-current (effective date of 1 January 2024)
Amendments to IAS 7 and IFRS 7: Supplier Finance Arrangements (effective date of 1 January 2024)
Amendments to IFRS 16: Lease Liability in a Sale and Leaseback (effective date of 1 January 2024)
3. Significant accounting policies
a) Financial instruments
Financial assets and financial liabilities are recognised in 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 fair
value through profit or loss (“FVTPL”). As explained in note 2, the Company has made a judgement to fair value both the equity and debt investments in
its subsidiaries, joint ventures and associates 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 the 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 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 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.
Notes to the Financial Statements
Continued
91
2023
Annual Report & Accounts |
FINANCIAL STATEMENTS
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.
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. 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 investments. 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 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 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 at the balance sheet date, and before the conclusion of the strategic
review and announcement of proposed the realisation strategy, it was expected that income returns made up 50% of the Company’s long-term
return. Therefore, based on the estimated split of future returns, 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.
92
Notes to the Financial Statements
Continued
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. Please refer to note 13 for further detail.
4. Administration and professional fees
For the year ended 31 December 2023
For the period ended 31 December 2022
Revenue
Capital
Total
Revenue
Capital
Total
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
Administration fees
166
166
146
146
AIFM fees
122
122
94
94
Legal and professional fees
3,805
3,805
693
693
Transaction costs
296
296
Compliance and regulatory fees
102
102
157
157
Directors' fees
294
294
267
267
Valuation fees
742
742
842
842
Company’s audit and non-audit fees:
– in respect of audit services
357
357
445
445
– in respect of non-audit related
207
207
services
Other operating expenses
298
298
389
389
5,886
5,886
3,240
296
3,536
Analysed as:
For the year ended
For the period ended
31 December 2023
31 December 2022
Total
Total
US$’000
US$’000
Ongoing and recurring costs of the Company
1,703
1,508
Exceptional costs incurred following the temporary share suspension
4,183
1,192
Other one-off costs
836
Total
5,886
3,536
Fees payable to the Company’s Auditor during the year/period were:
For the year ended
For the period ended
31 December 2023
31 December 2022
Total
Total
US$’000
US$’000
Fees payable to the Company’s Auditor for the audit of the Company’s Financial Statements
357
445
Fees payable to the Company’s Auditor for other services:
Audit-related services
43
Non-audit related services
446
Total
357
934
The audit-related services provided in the period ended 31 December 2022 relate to the review of the 2022 interim financial statements. During the
prior 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 (2022: 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$25,266 (2022: US$11,000).
Notes to the Financial Statements
Continued
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FINANCIAL STATEMENTS
5. Investment income, net foreign exchange gains and net finance income
Investment income relates to interest receivable in respect of the investment portfolio held by the Company.
Net foreign exchange gains relate to foreign exchange gains realised on the cash balances held in currencies other than US$ and exchange differences
arising due to the timing between receipt of supplier invoices in GBP and the payment date of these invoices.
Net finance income relates to interest receivable in respect of cash which has been placed in interest bearing deposit accounts.
6. Taxation
(a) Analysis of charge in the year/period
For the year ended 31 December 2023
For the period ended 31 December 2022
Revenue
Capital
Total
Revenue
Capital
Total
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
Corporation tax
Tax charge for the year/period
(b) Factors affecting total tax charge for the year/period
The effective UK corporation tax rate applicable to the Company for the year is 23.5% (2022: 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:
For the year ended 31 December 2023
For the period ended 31 December 2022
Revenue
Capital
Total
Revenue
Capital
Total
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
(Loss)/profit before taxation
(4,926)
4,287
(639)
(2,283)
(86,501)
(88,784)
Corporation tax at 23.5%
(1,158)
1,007
(151)
(434)
(16,435)
(16,869)
(2022: 19%)
Effects of:
Non-taxable capital gains
(1,172)
(1,172)
Non-deductible capital losses
16,244
16,244
Unutilised losses carried forward
1,158
165
1,323
434
191
625
Total tax charge/(credit) for the
year/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 is subject to taxes in the country in which it operates.
The Company has an unrecognised deferred tax asset of $2.2 million (2022: US$0.8 million) based on the excess unutilised operating expenses
of US$8.9 million (2022: US$3.3 million) at the prospective UK corporation tax rate of 25%. A deferred tax asset has not been recognised in respect of
these operating expenses and will be recoverable only to the extent that the Company has sufficient future taxable revenue.
94
Notes to the Financial Statements
Continued
40
The requirement for an investment trust to pay out 85% of revenue profits generated in the year as dividends
7. Dividends
The dividends reflected in the Financial Statements for the period are as follows:
For the year ended 31 December 2023
For the period ended 31 December 2022
Cents per ordinary
Total
Cents per ordinary
Total
share
US$’000
share
US$’000
Q4 2022 dividend – paid on 23 May 2023)
1.18
2,073
Q1 dividend – paid on 19 July 2023 (2022: 24 June 2022)
0.44
773
0.44
508
Q2 dividend – paid on 11 September 2023 (2022: 30 September 2022)
0.44
773
0.44
622
Q3 dividend – paid on 11 December 2023 (2022: 2 December 2022)
0.44
773
0.44
773
Total
2.50
4,392
1.32
1,903
The dividends relating to the year ended 31 December 2023 and period ended 31 December 2022, which is the basis on which the requirements of
section 1159
40
of the Corporation Tax Act 2010 are considered, are detailed below:
For the year ended 31 December 2023
For the period ended 31 December 2022
Cents per ordinary
Total
Cents per ordinary
Total
share
US$’000
share
US$’000
Q1 dividend
0.44
773
0.44
508
Q2 dividend
0.44
773
0.44
622
Q3 dividend
0.44
773
0.44
773
Q4 dividend
1.18
2,073
Total
1.32
2,319
2.50
3,976
A dividend has not been paid or proposed in respect of the quarter ended 31 December 2023 and, subject to shareholders approving the orderly
realisation proposal at a general meeting of the Company expected to be held in Q2 2024, the Company’s priority will be to achieve a balance between
maximising the value of its investments and progressively returning cash to shareholders in a timely manner.
It is currently expected that surplus cash will be returned from time to time in the form of capital rather than dividends and that any dividends will be
paid on an ad hoc basis.
8. Earnings per ordinary share
Earnings per ordinary share is calculated by dividing the profit or loss attributable to equity holders of the Company by the weighted average number
of ordinary shares in issue during the year/period.
For the year ended 31 December 2023
For the period ended 31 December 2022
Revenue
Capital
Total
Revenue
Capital
Total
(Loss)/profit attributable to the
(4,926)
4,287
(639)
(2,283)
(86,501)
(88,784)
equity holders of the Company
(US$’000)
Weighted average number of
175,685
175,685
175,685
115,177
115,177
115,177
ordinary shares in issue (000s)
Earnings per ordinary share (cents)
(2.80)
2.44
(0.36)
(1.98)
(75.14)
(77.13)
- basic and diluted
Notes to the Financial Statements
Continued
95
2023
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FINANCIAL STATEMENTS
9. Investments at fair value through profit or loss
As set out in note 2, the Company accounts for its interest in its investments at fair value through profit or loss.
31 December 2023
31 December 2022
US$’000
US$’000
Amount brought forward
11,491
Acquisitions/capital injections in the year/period
63,334
58,484
Provisions utilised during the year/period
(38,500)
Investment income
752
Movement in fair value of portfolio (excluding investment income)
4,988
(46,993)
Total investments at FVTPL
42,065
11,491
Movements in the period net of acquisitions/capital injections:
Discount rate unwind
4,097
2,833
Changes to inflation
(356)
2,789
Change in FX
(272)
(3,391)
Revaluation of RUMS project
5,412
(14,071)
Changes to capital structure and timing of cash extraction
(3,243)
(12,410)
Changes to power prices
(2,167)
(9,036)
Changes to generation profile
(1,694)
(3,328)
Changes in discount rates
94
(826)
Removal of carbon credit revenues (SolarArise)
(2,033)
Inclusion of residual land value
1,965
Other movements in fair value of investments
1,904
(7,520)
Movement in the fair value of the Company's investments in the year/period
5,740
(46,993)
Analysed as:
Investment income
752
Movement in fair value of Company's investments taken to the P&L in the year/period
4,988
(46,993)
Movement in the fair value of the Company's investments in the year/period
5,740
(46,993)
Acquisitions and capital injections during the year
On 13 January 2023, the Company acquired a 57% shareholding in SolarArise for a cash consideration of US$38.5 million, increasing its overall
shareholding in SolarArise to 100%. This acquisition crystallised the utilisation of the onerous contract provision of US$38.5 million that was recognised
in the prior period. See note 13 to the Financial Statements for further information.
During the year, a total amount of US$5.0 million was invested into AEIT Holdings Limited, a wholly owned subsidiary. This funding was used to acquire
a 99.8% shareholding in VSS, with the excess being held as cash in the bank of AEIT Holdings Limited.
On 18 October 2023, funding of US$19.8 million was invested in SolarArise through an INR-denominated external commercial borrowings loan from
the Company to enable the construction activities for the RUMS project.
Fair value of the investment portfolio
The Transitional Investment Manager has carried out a fair market valuation of the investments as at 31 December 2023. These valuations have been
reviewed by the Company’s independent valuation expert and AIFM.
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, with the exception of the development project within SolarArise (the “TT8 project”)
as discussed further below.
The key assumptions used in the DCF models at 31 December 2023 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 and most material unobservable inputs, and therefore the key sources of
estimation uncertainty, are future power prices, renewable energy generation, ability and timing of cash extraction, the timing for completion of the
RUMS project and discount rates. The table below also includes other assumptions that the Transitional Investment Manager considers to be key to the
valuation of each investment including inflation and foreign exchange rates.
Whilst the Company holds its investments at fair value, the final value realised on disposal of each investment as the Company implements its orderly
realisation strategy may be materially different to its fair value as at 31 December 2023.
96
Notes to the Financial Statements
Continued
Key assumption
Philippines
India
Vietnam
Description
Power prices
Forecast WESM
41
prices
Fixed price PPA
Forecast retail
All assets in the Indian portfolio have long-
are based on a blend
electricity tariff
42
term fixed price power purchase agreements
of two WESM price
prices are based
and therefore market forecasts are not
curves as prepared
on a blend of two
required. The Philippine portfolio generates
by independent
wholesale energy price
revenue through the sale of power to the grid
market advisors that
curves as prepared
at the WESM price and is fully exposed to
are reputable in this
by independent
volatility in wholesale energy price curves. All
market.
market advisors that
assets in the Vietnamese portfolio have long-
are reputable in this
term fixed price power purchase agreements,
market.
with exposure to upside from a proportion of
power sold to tenants of each rooftop location
priced at the applicable retail electricity tariff
as set by Electricity Vietnam and updated
periodically. Therefore this investment is
exposed to fluctuations in forecasted power
prices.
Energy generation
P50 plus a 3.3-
For operational
P50 less a haircut
Electricity output is based on specifically
3.37% ‘haircut’
assets, P50 blend
for one of the assets
commissioned yield assessments prepared
based on historical
based on ‘best case’
based on historical
by technical advisors. Each asset’s valuation
underperformance.
and ‘worst case’
underperformance.
assumes a ‘P50’ level of electricity output,
yield assessments
which is the estimated annual amount
from the technical
of electricity generation that has a 50%
advisor reports. For
probability of being exceeded - both in any
the RUMS project, a
single year and over the long term - and a 50%
‘haircut’ is applied
probability of being underachieved. The P50
based on the historic
provides an expected level of generation over
underperformance of
the long term. Adjustments are made to the
the wider SolarArise
P50 forecasts where actual performance falls
portfolio.
below the P50.
Discount rate
The discount rate used in each DCF model 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.
The discount rates used in the valuation models are within the range of 10.0-12.5%.
FX rate
US$1:PHP 55.40
US$1:INR 83.21
US$1:VND 24,269
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
India CPI forecasts
Vietnam CPI decreases
Inflation assumptions used in the model are
to a long-term inflation
trend downwards in
in the short term
a blend of a leading market forecaster with
rate assumption of 3%.
the near term to a
before increasing
International Monetary Fund CPI forecasts for
The Bangko Sentral ng
long-term inflation
towards a long-term
all invested markets as at 31 December 2023.
Pilipinas (central bank
rate assumption of
rate of 3.7%.
of the Philippines)
4.0%. This is in line
target inflation range is
with the Reserve
2% to 4%.
Bank of India target
inflation range of 2%
to 6%.
41
Philippine Wholesale Electricity Spot Market.
42
Forecasted applicable retail electricity tariff, set by Electricity Vietnam.
Notes to the Financial Statements
Continued
97
2023
Annual Report & Accounts |
FINANCIAL STATEMENTS
Key assumption
Philippines
India
Vietnam
Description
Capital structure
Capital reduction
Capital reduction
n/a
The current structure of each of these
effective on 30 June
effective on 1 April
investments is not optimal for cash
2024
2025
extraction. The DCF models assume a
degree of capital restructuring, as indicated,
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.
Construction of the
n/a
Assumes
n/a
Any delay to the commissioning of the
RUMS project
commissioning occurs
RUMS project may impact its valuation.
by 30 June 2024
Post the year end, despite initial progress,
construction faced delays due to farmers from
the surrounding land temporarily restricting
access to the construction site. The assumed
commissioning date of 30 June 2024 factors in
the delays experienced since the year end. See
page 18 for further details.
TT8 project
The TT8 project is a 150 MW solar project in Maharahtra currently under development within the SolarArise portfolio. TT8 secured its PPA in August
2023 with Maharashtra State Electricity Distribution Company Limited at a non-inflating fixed Indian rupee tariff of Rs. 2.9/kWh for 25 years. As at
31 December 2023, the TT8 project was valued at US$1.9 million (2022: US$nil), which is equal to cost.
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. During the year, the Company invested cash of US$5.0 million into AEIT Holdings, which
was used to acquire a 99.8% holding in VSS in Vietnam on 31 May 2023 for a total consideration of US$3.1 million. As at 31 December 2023, as well
as its investment in VSS, AEIT Holdings held cash of US$1.8 million and other net liabilities of US$0.3 million. As such, AEIT Holdings has been valued
at US$1.5 million.
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.
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.
98
Notes to the Financial Statements
Continued
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.
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$6.5 million
US$(7.0) million
3.7 cents
(4.0) 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
forecast 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$15.7 million
US$(18.1) million
9.0 cents
(10.3) cents
generation
increase in fair value.
Sensitivity:
+/- 10%
Discount rate
A decrease in the discount rate used would result
US$3.3 million
US$(2.9) million
1.9 cents
(1.6) cents
in an increase in fair value.
Sensitivity:
-/+ 1%
Foreign exchange rate
Deflation of the local currencies in which the
US$4.7 million
US$(3.8) million
2.7 cents
(2.2) 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$0.3 million
US$(0.3) million
0.2 cents
(0.2) cents
in an increase in fair value.
Sensitivity:
-/+ 1%
Timing of cash
As at 31 December 2023, NISPI, the SolarArise
US$(0.9) million
(0.5) cents
extraction
holding company and each of the SolarArise SPVs
had significant negative distributable reserve
balances, prohibiting the payment of dividends.
The valuations have been updated to reflect this
but assume that some measures to eliminate
cash traps (for example, capital reductions)
within a reasonable timeframe are implemented.
The sensitivity assumes that such measures to
eliminate cash traps are delayed by c. 12 months
at both NISPI and SolarArise.
Sensitivity:
Delay to assumed capital reductions
+12 months
RUMS construction
As at 31 December 2023, the valuation of the
US$(0.7) million
(0.4) cents
delays
RUMS project assumed commissioning is reached
by 30 June 2024. The sensitivity shows the impact
on the value of the SolarArise investment from
construction delays of a further three months.
Sensitivity:
Delay to construction schedule by
three months
Notes to the Financial Statements
Continued
99
2023
Annual Report & Accounts |
FINANCIAL STATEMENTS
10. Trade and other receivables
31 December 2023
31 December 2022
US$’000
US$’000
VAT receivable
1,698
541
Prepayments
68
92
Other receivables
354
Amounts receivable from subsidiaries
250
Total
2,370
633
Amounts receivable from subsidiaries relate to amounts paid by AEIT on behalf of its directly-owned subsidiary, AEIT Holdings Limited (see note 19).
11. Cash and cash equivalents
The cash and cash equivalents were held in the following currencies at the year/period end:
31 December 2023
31 December 2022
US$’000
US$’000
US$
41,060
109,024
GBP
61
6,742
Euro
49
53
Total
41,170
115,819
12. Trade and other payables
31 December 2023
31 December 2022
US$’000
US$’000
Trade payables
891
350
Accrued expenses
3,165
2,513
Total
4,056
2,863
Amounts payable to related parties are included within trade payables and accrued expenses. See note 19 for further information.
13. Provisions
31 December 2023
31 December 2022
US$’000
US$’000
Opening balance
38,500
Additions in the year/period
Onerous contract
provision
38,500
Amounts
utilised in the year/period (note 9)
(38,500)
Balance at the end of the year/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.
As at 31 December 2022, the Company had identified an onerous contract and recognised a provision of US$38.5 million in respect of this commitment
as, on completion of the acquisition in 2023, a fair value loss was recorded which was lower than the consideration paid to acquire this 57% investment,
primarily due to potential abandonment liabilities relating to the RUMS project. Completion of the purchase of 57% of SolarArise occurred on 13 January
2023 and it is at this date on which the provision was utilised. See note 9 for further details on how the fair value of SolarArise was determined.
100
Notes to the Financial Statements
Continued
14. Share capital
Preference share
Number of ordinary
Share capital
Share premium
Number of preference
capital
Allotted, issued and fully paid:
shares
US$’000
US$’000
shares
US$’000
At 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 at 31 December 2022 and
175,684,705
1,757
63,518
31 December 2023
The Company was incorporated on 6 September 2021 with share capital of £0.01, being one ordinary share of £0.01.
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 50,000 preference shares of £1.00. 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 formed part of the seed assets at the time 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 18 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.
Expenses incurred of US$3.6 million were determined to be directly attributable to the equity transactions and would have otherwise been avoided
if the shares had not been issued. These expenses include broker fees and commissions, sponsor fees and 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 2023, the Company paid dividends of US$4.4 million from this reserve (2022: US$1.9 million).
At 31 December 2023, the special distributable reserve was US$105.7 million and is fully distributable.
16. Net asset value per ordinary share
As at 31 December
As at 31 December
2023
2022
Total shareholders’ equity (US$'000)
81,549
86,580
Number of ordinary shares in issue (000s)
175,685
175,685
Net asset value per ordinary share (cents)
46.42
49.28
Notes to the Financial Statements
Continued
101
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Annual Report & Accounts |
FINANCIAL STATEMENTS
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 2023
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
42,065
42,065
Current assets
Cash and cash equivalents
41,170
41,170
Total assets
41,170
42,065
83,235
Current liabilities
Trade payables
(891)
(891)
Total liabilities
(891)
(891)
Net assets
41,170
42,065
(891)
82,344
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 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.
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)
102
Notes to the Financial Statements
Continued
As at 31 December 2023
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
42,065
42,065
Total financial assets
42,065
42,065
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 year/period. There were no transfers between Level 1 and 2, Level 1 and 3 or Level 2 and 3 during
the year/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 2023, 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 2023, the
SolarArise portfolio held debt of US$108.6 million on a 100% basis (2022: US$106.8 million on a 100% basis and US$45.9 million on a 43% proportionate
share basis).
When the Investment Manager formulates a view on the future direction of foreign exchange rates and the potential impact on the Company, the
Investment Manager factors that into its investment portfolio decisions. While the Company has direct exposure to foreign exchange rate changes on
the price of non-US Dollar-denominated investments, it may also be indirectly affected by the impact of foreign exchange rate changes on the earnings
of certain of its investments and, therefore, the sensitivity analysis below may not necessarily indicate the total effect on the Company’s net assets of
future movements in foreign exchange rates.
Notes to the Financial Statements
Continued
103
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Annual Report & Accounts |
FINANCIAL STATEMENTS
The table below summarises the Company’s assets and liabilities, both monetary and non-monetary, denominated in the currencies the Company was
exposed to, expressed in US$’000s.
As at 31 December 2023
US$
GBP
PHP
INR
VND
Other
Total
Assets
Investments at fair value
through profit or loss
1,491
12,690
25,481
2,403
42,065
Trade and other receivables
269
2,101
2,370
Cash and cash equivalents
41,060
61
49
41,170
Liabilities
Trade and other payables
(1,402)
(2,654)
(4,056)
Net assets
39,927
999
12,690
25,481
2,403
49
81,549
% of NAV
49%
1%
16%
31%
3%
0%
100%
As at 31 December 2022
US$
GBP
PHP
INR
VND
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%
0%
100%
(ii) Interest rate risk
The Company’s interest and non-interest bearing assets and liabilities (both monetary and non-monetary) are summarised below:
As at 31 December 2023
Non-interest
Interest bearing
bearing
Total
US$’000
US$’000
US$’000
Assets
Cash and cash equivalents
30,564
10,606
41,170
Trade and other receivables
2,370
2,370
Investments at fair value through profit or loss
23,855
18,210
42,065
Total assets
54,419
21,186
85,605
Liabilities
Trade and other payables
(4,056)
(4,056)
Onerous contract provision
Total liabilities
(4,056)
(4,056)
As at 31 December 2022
Non-interest
Interest bearing
bearing
Total
US$’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 provisions
(38,500)
(38,500)
Total liabilities
(41,363)
(41,363)
104
Notes to the Financial Statements
Continued
(iii) Power power 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 and VSS’s revenues are based on the applicable retail tariff in Vietnam. 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. 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 pages 10 and 11 for details on the Company’s Investment Policy.
(iv) Credit risk
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.
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 risk
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 2023, the Company’s financial liabilities were trade payables. 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$41.2 million at 31 December 2023, with total financial and non-financial liabilities of US$4.1 million.
Cash flow forecasts are prepared by the Investment Manager on a quarterly basis for a rolling six-month period to assist in the ongoing analysis of
short-term cash flow, and for at least 12 months to cover the Company’s going concern assessment. The Directors monitor forecast and actual cash
flows from operating, financing and investing activities to consider payment of trade and other payables, payment of dividends or the funding of
additional investing activities. The Company also ensures that it maintains adequate cash reserves by monitoring the forecast and actual cash flows.
The following table shows the maturity analysis of financial liabilities held:
As at 31 December 2023
Less than 1 year
1-5 years
More than 5 years
Total
US$’000
US$’000
US$’000
US$’000
Liabilities
Trade and other payables
(891)
(891)
(891)
(891)
As at 31 December 2022
Less than 1 year
1-5 years
More than 5 years
Total
US$’000
US$’000
US$’000
US$’000
Liabilities
Trade and other payables
(350)
(350)
(350)
(350)
Notes to the Financial Statements
Continued
105
2023
Annual Report & Accounts |
FINANCIAL STATEMENTS
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 2023 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, 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 (measured at the time the facility is entered into), with the Company targeting gearing of below
50% in the medium term. External debt financing as at 31 December 2023 is comprised of outstanding principal amounts of US$109.8 million,
representing a leverage ratio of 57%.
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 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, subject to a minimum fee of US$75,000, 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%
The AIFM is also entitled to an annual risk management fee of EUR14,500.
During the year, the AIFM was entitled to management fees of US$122,384 (2022: US$94,000). Of this total, no amounts remained outstanding at the
balance sheet date (31 December 2022: US$34,000 included in trade 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 to the Former Investment Manager were payable quarterly in arrears and 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 1 January 2023 to 31 October 2023, management fees of US$1.0 million (2022: US$1.4 million) may be claimed by the Former
Investment Manager. Of this total, US$1.0 million (31 December 2022: US$0.2 million) remained outstanding at the balance sheet date (and is not
being paid to the Former Investment Manager whilst the Board evaluates all available options).
The Investment Management Agreement between the AIFM, Company and Former Investment Manager (the “IMA”) was terminated 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. 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. As at 31 December 2023, investment management fees of US$0.5 million remained outstanding and payable to OEGEN.
106
Notes to the Financial Statements
Continued
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 the 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 the amendments referred to above and on completion of the acquisition of 43% of
SolarArise, the aggregate consideration was US$32.9 million, settled net of a withholding tax payable of US$2.7 million, through the issue of 26,014,349
ordinary shares at an issue price US$1.16035 per share.
Acquisition of NISPI
On 17 December 2021 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 been required to pay an additional contingent cash consideration of up
to US$22.0 million if NISPI, 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 fund raise,
10 business days after the updated valuation has been received).
NISPI was not awarded a PPA prior to June 2023 and therefore no further consideration is payable for the acquisition of NISPI.
Directors
The Company has four non-executive Directors. The standard Director’s fee is set at £50,000 per annum (2022: £50,000), with the remuneration for
the Chair of the Board set at £65,000 per annum (2022: £50,000) and for the Chair of the Audit and Risk Committee at £55,000 per annum (2022:
£50,000). Total Directors’ fees of US$261,314, (2022: US$255,000) with associated payroll taxes of US$25,266 (2022: US$11,000), have been incurred
in respect of the year. Total expenses of US$4,203 (2022: US$6,000) were also paid to the Directors in the year, of which none was outstanding at the
year end (31 December 2022: US$1,000).
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
2023
Sue Inglis
65,000
65,000
Kirstine Damkjaer
Mukesh Rajani
33,000
33,000
Clifford Tompsett
33,000
33,000
Notes to the Financial Statements
Continued
107
2023
Annual Report & Accounts |
FINANCIAL STATEMENTS
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.
AEIT has control of AEIT Holdings Limited, SolarArise, VSS and their subsidiaries, either directly or indirectly, and therefore the transfer of dividends is dependent
on there being suitable distributable reserves. The Company does not have a controlling stake in NISPI and, therefore, the transfer of dividends is dependent
on both the availability of sufficient distributable reserves and the approval of co-shareholders. For those subsidiaries with external debt, all debt agreements
are complied with. The Company’s subsidiaries and associates 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%
43
SolarArise India Projects Private Ltd (“SolarArise”)
Intermediate Holdings
India
C
100%
Talettutayi Solar Projects Private Limited
Project company
India
D
100%
Talettutayi Solar Projects One Private Limited
Project company
India
D
100%
Talettutayi Solar Projects Two Private Limited
Project company
India
D
100%
Talettutayi Solar Projects Four Private Limited
Project company
India
D
100%
Talettutayi Solar Projects Five Private Limited
Project company
India
D
100%
Talettutayi Solar Projects Six Private Limited
Project company
India
D
100%
Talettutayi Solar Projects Eight Private Limited
Project company
India
D
100%
Talettutayi Solar Projects Nine Private Limited
Project company
India
D
100%
Talettutayi Solar Projects Ten Private Limited
Project company
India
D
100%
Viet Solar System Company Limited (“VSS”)
Intermediate holdings and project company
Vietnam
E
99.8%
VSS Ba Ria Co., Limited
Project company
Vietnam
E
99.8%
VSS Vung Tau Co., Limited
Project company
Vietnam
E
99.8%
Vtech Chau Duc Co., Limited
Project company
Vietnam
E
99.8%
Vtech Vung Tau Co., Limited
Project company
Vietnam
E
99.8%
*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.
E – Lot 21, Road D.02, Chau Duc Industrial Area, Quang Tay Hamlet, Nghia Thanh Commune, Chau Duc District, Ba Ria - Vung Tau Province, Vietnam.
As at 31 December 2023, investments into AEIT Holdings, NISPI and SolarArise were held directly. All other investments were held indirectly.
21. Guarantees, contingent liabilities and other commitments
As at 31 December 2023, the Company has no financial guarantees or other commitments into which it has entered.
As at 31 December 2022, the Company had the following financial 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$22.0 million. As at 31 December 2022, this contingent cash consideration
was dependent upon NISPI being awarded a PPA, prior to June 2023, by the Philippine’s Department of Energy under their Green Auction process. At
31 December 2022 any payment was considered remote and therefore was fair valued at US$nil. NISPI was not awarded a PPA under a Green Auction
prior to June 2023.
AEIT Holdings – funding
As at 31 December 2022, 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.
43
The Company’s economic interest in NISPI is 40%.
108
Notes to the Financial Statements
Continued
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. As at
31 December 2022, the Company had 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. There is no remaining commitment as at 31 December 2023.
22.
Post year end events
In March 2024, the Board approved additional cash funding of up to US$4.5 million to fund project delays and additional costs for the RUMS project.
In April 2024, having undertaken a comprehensive strategic review of the options for the Company’s future and after consultation with its advisers and
having taken into account feedback from investors representing a significant proportion of AEIT’s issued share capital, the Board concluded that it is
in the best interests of shareholders as a whole to put forward a proposal for the orderly realisation of AEIT’s assets. The proposal will seek to achieve
a balance between maximising the value of AEIT’s investments and progressively returning cash to shareholders in a timely manner.
Details of this
proposal, which is subject to shareholder approval at a general meeting of the Company expected to be held in Q2 2024, will be set out in a separate
circular to shareholders and will be made available on the Company’s website in due course. For this reason these financial statements have been
prepared on a basis other than that of a going concern. Please see Note 2 for further details.
On 1 May 2024 the Company announced a temporary share suspension. Due to a small number of outstanding points in respect of the Company’s
Annual Report and audit for the year ended 31 December 2023 the Company was not able to publish the Annual Report by the required regulatory
deadline of 30 April 2024, resulting in the suspension of the listing of and trading in the Company’s shares. Now that the Annual Report has been
published in accordance with the Company’s obligations, the Board will move expeditiously to apply to the FCA for a restoration of the
Company’s listing.
On 2 May 2024 the Company received US$5.6 million from its investment in NISPI.
The monies received arise after successful collaboration with
the joint owners to approve a partial redemption of shares in NISPI. Following this cash return, the level of economic ownership and percentage
of voting rights that AEIT holds in NISPI remains unchanged. On a pro forma basis, the return is broadly NAV neutral for the Company.
Alternative Performance Measures
109
2023
Annual Report & Accounts |
OTHER INFORMATION
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 listed closed-ended investment companies. The APMs presented in this Annual 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 relevant period and assuming that dividends paid to shareholders during the relevant
period are reinvested at the NAV per share on the dividend payment date.
31 December 2023 (since IPO)
Page
NAV
NAV per share at IPO (14 December 2021) – cents
a
n/a
98.00
NAV per share at 31 December 2023 – cents
b
100
46.42
Dividends paid since IPO – cents
44
c
n/a
3.82
Benefits of reinvesting dividends – cents
d
n/a
(2.74)
Total return (expressed as a percentage)
((b+c+d)÷a)-1
-51.5%
31 December 2022 (since IPO)
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
100
49.28
Dividends paid in the year – cents
c
94
1.32
Benefits of reinvesting dividends – cents
44
d
n/a
(0.78)
Total return (expressed as a percentage)
((b+c+d)÷a)-1
-49.2%
NAV
31 December 2023 (reporting period)
Page
Return
NAV per share at 31 December 2022 – cents
a
100
49.28
NAV per share at 31 December 2023 - cents
b
100
46.42
Dividends paid in the year – cents
c
94
2.50
Benefits of reinvesting dividends – cents
44
d
n/a
(1.42)
Total return (expressed as a percentage)
((b+c+d)÷a)-1
-3.6%
GAV, Adjusted GAV and gearing
GAV is a measure of the total size of the Company and is the total value of the assets of the Company, being the 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.
31 December 2023
31 December 2022
Page
US$ million
US$ million
Value of investment portfolio
a
95
42.1
11.5
Cash and cash equivalents of the Company
b
99
41.2
115.8
GAV
a+b=c
83.3
127.3
Debt in underlying SPVs
45
d
n/a
109.8
45.9
Adjusted GAV
c+d=e
193.1
173.3
Gearing
d÷e
57%
27%
44
Calculated by taking the dividend per share and assuming it is invested at the prevailing NAV per share on the dividend payment date.
45
Pro-rated for economic ownership where applicable.
110
Alternative Performance Measures
Continued
Net operational asset value
The value of the Company’s operational asset investments, excluding construction and development projects. This provides a measure of the value of
the investment portfolio that is revenue generating and makes a positive contribution to the Company's dividend cover.
As at
As at 31 December
31 December 2023
2022
Page
US$ million
US$ million
Value of investment portfolio
a
95
42.1
11.5
Value of construction projects
b
20
0.7
(12.0)
Value of development projects
c
21
1.9
Total operational asset value
a-b-c
39.5
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 2023, the shares of the Company were suspending from trading and as such no calculation is shown at this date.
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
100
175,685
Market capitalisation
axb
207.3
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.
As at 31 December 2023
Page
US$ million
NAV
Q1 2023
46
a
n/a
86.6
Q2 2023
b
n/a
89.9
Q3 2023
c
n/a
88.5
Q4 2023
d
100
81.5
Average NAV
(a+b+c+d)/4=e
86.6
Total expenses
f
83
6.4
Transaction costs
g
n/a
Other non-recurring expenses
h
n/a
(4.2)
Add realised FX gains
i
83
0.3
Add net finance income
j
83
0.6
Annualised expenses
f-g-h+i+j=k
3.1
Ongoing charges ratio (expressed as a percentage)
k÷e
3.58%
46
Since there was no published or available NAV for Q1 2023, the Q4 2022 NAV has been used instead.
Alternative Performance Measures
Continued
111
2023
Annual Report & Accounts |
OTHER INFORMATION
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
100
86.6
Average NAV
(a+b+c+d)/4=e
112.7
Total expenses
f
83
3.3
Less transaction costs
g
92
(0.3)
Less non-audit related services
h
92
(0.2)
Less other non-recurring expenses
i
n/a
(1.5)
Add realised FX gains
j
83
1.7
Annualised expenses
(f+g+h+i+j)/12.5*12=k
2.9
Ongoing charges ratio (expressed as a percentage)
k÷e
2.50%
% of sustainable investments
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 112 to 119.
As at 31 December
As at 31 December
2023
2022
Page
US$ million
US$ million
Fair value of investments
a
95
42.1
11.5
Net assets of the Company
b
100
81.5
88.8
Onerous contract provision
c
99
-
38.5
Adjusted net assets of the Company
b+c=d
81.5
127.3
% of sustainable investments
a÷d
51.6%
9.0%
Committed for 57% of SolarArise
e
108
-
38.5
Committed for 99.8% of VSS
f
107
-
3.1
Total commitments
e+f=g
-
41.6
% of sustainable investments (including commitments)
(a+g)÷d
51.6%
41.7%
Excluding cash, 100% of the Company's investments are sustainable.
112
SFDR Principle Adverse Impacts Statement for financial products (Article 7 of SFDR)
Financial market participant:
Asian Energy Impact Trust
Summary
Asian Energy Impact Trust plc (AEIT) LEI 254900V23329JCBR9G82 through its Investment Manager during the period, ThomasLloyd Global Asset
Management (Americas) LLC, the “Former Investment Manager”, for the period to 31 October 2023. Octopus Renewables Limited, trading as Octopus
Energy Generation, the “Transitional Investment Manager” for the period to 31 December 2023), 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 2023 to 31 December 2023. The indicators
presented are based on data directly provided by investee companies and reviewed by the Transitional Investment Manager. This statement considers
SolarArise’s Q2 current value for its Q1 current value. Without doing so, this results in the SolarArise being valued at zero due to material negative value of
the RUMS project at that time. A value of 0 at Q1 would mean all data pertaining to SolarArise, would not have been considered due to the mathematical
calculations. Applying the Q2 value ensures that SolarArise reflects a non-zero value and PAIs are more reflective of the assets. To complete a comprehensive
assessment of Scope 1, 2 and 3 assessments, the Transitional Investment Manager engaged with Altruistiq to identify the most appropriate emissions
factors to both activity related data and financial expenditures. 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. The Transitional Investment Manager 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 PAI
statement for AEIT has been reviewed by the Board.
Indicators applicable to investments in investee companies (AEIT investment portfolio including commitment to SolarArise)
Actions taken, and actions
planned and targets set for
Adverse sustainability indicator
Metric
Impact 2023
Impact 2022
Explanation
the next reference period
Climate and other environment-related indicators
Greenhouse gas
1. GHG emissions
Scope 1 GHG Emissions
7.1 tCO
2
e
23.0 tCO
2
e
The Transitional Investment
In
2023,
the
(GHG) emissions
Scope 2 GHG Emissions
295.9 tCO
2
e
68.2 tCO
2
e
Manager used Altruistiq, to
Transitional Investment
Scope 3 GHG Emissions
18,668.2
598.7
tCO
2
e
complete its GHG footprint.
Manager engaged with
tCO
2
e
GHG
emissions
were
investee
companies
calculated in line with the iCI
to better capture their
Total GHG Emissions
18,971.2
689.9 tCO
2
e
and ERM Greenhouse Gas
GHG
emissions.
The
tCO
2
e
Accounting and Reporting
Transitional Investment
2. Carbon
Carbon footprint
749.24 tCO
2
e/
22.2 tCO
2
e/
Guide
for
the
Private
Manager will continue
footprint
EUR m
EUR m
Equity Sector (2022), using
to engage with Investee
the
operational
control
companies to also look
3. GHG intensity
GHG intensity of investee
4,795.57
213.6
boundary approach.
for innovative ways to
of investee
companies
tCO
2
e/ EUR m
tCO
2
e/EUR m
The
increase
in
GHG
reduce
their
carbon
companies
revenue
revenue
emissions compared to 2022
footprint, especially in
can be explained by the
relation to construction
carbon emissions generated
activities.
At
this
through
the
construction
stage, GHG emission
activities at TT9.
reduction targets are
not being set.
4. Exposure to
Share of investments in
0
0
The
Transitional
companies active
companies active in the
Investment Manager’s
in the fossil fuel
fossil fuel sector
ESG policies excluded
sector
investment in coal or
nuclear
fired
power,
and
oil
and
gas
projects.
SFDR Principle Adverse Impacts Statement for financial products (Unaudited)
SFDR Principle Adverse Impacts Statement for financial products (Unaudited)
Continued
113
2023
Annual Report & Accounts |
OTHER INFORMATION
Indicators applicable to investments in investee companies (AEIT investment portfolio including commitment to SolarArise)
Actions taken, and actions
planned and targets set for
Adverse sustainability indicator
Metric
Impact 2023
Impact 2022
Explanation
the next reference period
Climate and other environment-related indicators
Greenhouse gas
5. Share of non-
Share of non-renewable
a) 57%
a) 100% (all
Calculating the proportion
The
Transitional
(GHG) emissions
renewable energy
energy
consumption
(note, all
consump-
of
non-renewable
energy
Investment
Manager
(continued)
and
non-renewable
energy
tion from
consumption to renewable
will continue to work
energy
production
of
consump-
non-
energy
consumption
was
with
companies
to
investee companies from
tion was
renewable
not
possible
across
all
explore opportunities
non-renewable
energy
from non
sources)
investee
companies
and
to
reduce
their
sources
compared
renewable
b) 0% (all
quarters owing to periods of
consumption of non-
to
renewable
energy
sources))
production
no energy consumption. This
renewable
energy
sources,
expressed
as
b) 0% (all
from
limitation in the calculation
and
improve
energy
a
percentage
of
total
production
renewable
approach has skewed the
efficiency.
energy sources
from
sources)
share percentage to 58%.
renewable
In
actuality,
all
recorded
sources)
energy consumption across
the
investee
companies
originated
from
non-
renewable energy 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.
6. Energy
Energy consumption in
0.055 GWh/
0.075GWh/
Renewable
energy
consumption
GWh per million EUR
EURm
EURm
generation is allocated to the
intensity per high
of revenue of investee
NACE sector 'electricity, gas,
impact climate
companies,
per
high
steam and air conditioning
sector
impact climate sector
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
Share of investments in
0%
0%
None.
To ensure no significant
negatively
investee companies with
harm
to
biodiversity
affecting
sites/operations located
and
ecosystems,
biodiversity –
in or near to biodiversity-
environmental
sensitive areas
sensitive
areas
where
screening is conducted
activities
of
those
for all investments.
investee
companies
negatively affect those
areas
Water
8. Emissions to
Tonnes
of
emissions
0.000 tonnes
0.002 tonnes
As the current portfolio
The
Transitional
Water
to water generated by
comprises entirely of solar
investment
Manager
investee companies per
plants, these emissions are
will
continue
to
million
EUR
invested,
not associated with their
monitor
this
critical
expressed as a weighted
operations.
issue.
average
114
SFDR Principle Adverse Impacts Statement for financial products (Unaudited)
Continued
Indicators applicable to investments in investee companies (AEIT investment portfolio including commitment to SolarArise)
Actions taken, and actions
planned and targets set for
Adverse sustainability indicator
Metric
Impact 2023
Impact 2022
Explanation
the next reference period
Climate and other environment-related indicators
Waste
9. Hazardous
Tonnes
of
hazardous
0.03 tonnes
0.04 tonnes
Small amounts of waste
The
Transitional
waste and
waste
and
radioactive
generated as part of normal
Investment
Manager
radioactive waste
waste
generated
by
site
maintenance
and/
will continue to explore
ratio
investee companies per
or construction activities.
opportunities
to
million
EUR
invested,
Contractors
on
site
reduce the production
expressed as a weighted
dispose of the hazardous
of
hazardous
waste
average
waste responsibly in line
and promote circular
with waste management
economy approaches.
policies, where applicable.
Indicators for Social and Employee, Respect for Human Rights, Anti-Corruption and Anti-Bribery Matters
Social and
10. Violations
Share
of
investments
0%
0%
No violations have been
Further
engagement
Employee
of UN Global
in
investee
companies
reported.
with
investee
Matters
Compact
that have been involved
companies
will
principles and
in
violations
of
the
strengthen
their
Organisation
UNGC
principles
or
implementation
of
for Economic
OECD
Guidelines
for
the OECD Guidelines
Cooperation and
Multinational Enterprises
for
Multinational
Development
Enterprises
and
the
(OECD) Guidelines
effectiveness
of
for Multinational
grievance mechanisms.
Enterprises
Indicators for Social and Employee, Respect for Human Rights, Anti-Corruption and Anti-Bribery Matters
Social and
11. Lack of
Share
of
investments
0%
0%
All investee companies have
The
Transitional
Employee
processes and
in
investee
companies
grievance
mechanisms
Investment
Manager
Matters
compliance
without
policies
to
in
place
through
which
will continue to work
(continued)
mechanisms
monitor compliance with
any stakeholder can raise
closely with the investee
to monitor
the UNGC principles or
concerns
about
their
companies to identify
compliance
OECD
Guidelines
for
project
implementation
and action areas where
with UN Global
Multinational Enterprises
frameworks,
and
implementation
of
Compact
or grievance /complaints
complaints lodged through
these frameworks can
principles and
handling
mechanisms
these
mechanisms
are
be further enhanced,
OECD Guidelines
to
address
violations
reported to the Transitional
make information about
for Multinational
of the UNGC principles
Investment Manager.
the functioning of these
Enterprises
or OECD Guidelines for
mechanisms
more
Multinational Enterprises
readily
available,
and
establish
appropriate
policies
to
promote
respect
for
human
rights in all activities,
including
with
their
suppliers.
12. Unadjusted
Average
unadjusted
14%
37%
Gender
pay-gap
analysis
The
Transitional
gender pay gap
gender
pay
gap
of
was
not
possible
at
Investment
Manager
investee companies
SolarArise and VSS given
will
continue
no employees. At NISPI the
to
monitor
and
gender pay gap was 32%.
encourage
investee
companies to consider
diversity and equality
in
their
operating
priorities, local culture
and needs.
13. Board gender
Average
ratio
of
91%
74%
The
increase
in
ratio
The
Transitional
diversity
female to male board
from
the
previous
year
Investment
Manager
members
in
invetsee
can be attributed to the
will look to advocate
companies, expressed as
acquisition of VSS portfolio
for
gender
equality
a percentage of all board
that only has male board
across
investee
members
members.
company governance.
SFDR Principle Adverse Impacts Statement for financial products (Unaudited)
Continued
115
2023
Annual Report & Accounts |
OTHER INFORMATION
Indicators applicable to investments in investee companies (AEIT investment portfolio including commitment to SolarArise)
Actions taken, and actions
planned and targets set for
Adverse sustainability indicator
Metric
Impact 2023
Impact 2022
Explanation
the next reference period
Indicators for Social and Employee, Respect for Human Rights, Anti-Corruption and Anti-Bribery Matters
Social and
14. Amount of
Amount of accumulated
0
N/A – new for
The Company does not
Employee
accumulated
earnings at the end of the
2023
have
any
investments
Matters
earnings in non-
relevant
financial
year
in
non-cooperative
tax
(continued)
cooperative tax
from investee companies
jurisdictions.
jurisdictions
where
the
total
consolidated
revenue
on their balance sheet
date for each of the last
two consecutive financial
years exceeds total EUR
750M
in
jurisdictions
that
appear
on
the
revised EU list of non-
cooperative jurisdictions
for tax purposes
15. Exposure to
Share
of
investments
0%
0%
Not
applicable
due
to
Not applicable. These
controversial
in
investee
companies
exclusion.
sectors are excluded.
weapons (anti-
involved
in
the
personnel mines,
manufacture or selling of
cluster munitions,
controversial weapons
chemical weapons
and biological
weapons)
16. Exposure
Share
of
investments
0%
N/A – new for
Not
applicable
due
to
Not applicable. These
to companies
in
investee
companies
2023
exclusion.
sectors are excluded.
involved in the
involved in the cultivation
cultivation and
or production of tobacco
production of
tobacco
17. Interference
Share
of
investments
0%
N/A – new
The Transitional Investment
The
Transitional
in the formation
in
investee
companies
for 2023
manager’s Supplier Code of
Investment
Manager
of trade unions
without
commitments
Conduct considers freedom
will
continue
to
or elections
on their non-interference
of association and the right
monitor alignment of
of worker
in the formation of trade
to collective bargaining.
investee
companies
representatives
unions
or
election
of
to its Supplier Code of
worker representatives
Conduct.
18. Share of
Average percentage of
0%
N/A – new
The majority of investee
N/A
employees
employees
in
investee
for 2023
companies do not have
in investee
companies earning less
employees. The investee
companies
than the adequate wage
company with employees
earning less than
had
0%
of
employees
adequate wage
earning less than adequate
wage.
116
SFDR Principle Adverse Impacts Statement for financial products (Unaudited)
Continued
Indicators applicable to investments in investee companies (AEIT investment portfolio including commitment to SolarArise)
Actions taken, and actions
planned and targets set for
Adverse sustainability indicator
Metric
Impact 2023
Impact 2022
Explanation
the next reference period
Additional climate and other environment-related Indicators
Water
6. Water Usage
(a) Average amount of
a) 1,107.6
(a) 751.7 m
3
/
Water
consumption
Efforts
to
improve
water consumed by the
m3/EURm
EUR m
at
investee
companies
water
consumption
investee
companies
b) 0.19%
(b) 0%
fluctuated
over
the
efficiency
reflecting
(in
cubic
meters)
per
course of 2023, with less
the
level
of
water
million EUR of revenue of
consumption during rainy
scarcity at site level are
investee companies
periods, and substantially
needed at all sites. The
(b) percentage of water
higher consumption during
Transitional Investment
recycled and reused by
periods of high pollution
Manager will continue
investee companies
that result in a greater
to
engage
with
need
for
solar
panel
investee
companies
cleaning. A nearby cement
to
explore
site
factory emitted significant
appropriate responses.
pollution,
necessitating
The
Transitional
increased cleaning of the
Investment
Manager
solar panels at one of AEIT’s
will encourage higher
assets. Water recycling and
rates of water recycling
reuse started to be tracked
and reuse.
during the period, however
the rate was low.
Additional social and employee, respect for human rights, anti-corruption and anti-bribery matters indicator
Social and
3. Number of days
Number of workdays lost
0
0
Investee
companies
Continued vigilance in
employee matters
lost to injuries,
to
injuries,
accidents,
reported no workdays lost
monitoring
incidents
accidents,
fatalities
or
illness
of
to health and safety related
at managed sites is
fatalities or illness
investee
companies
issues.
needed, and sustained
expressed as a weighted
efforts
to
maintain
average
high health and safety
standards are required.
4. Lack of a
Share
of
investments
0%
N/A – new for
The Transitional Investment
supplier code of
in
investee
companies
2023
Manager has a Supplier
conduct
without
any
supplier
Code
of
Conduct
and
code
of
conduct
requires
the
Company’s
(against unsafe working
investee
companies
to
conditions,
precarious
either
adhere
to
the
work, child labour and
Transitional
Investment
forced labour)
Manager’s Supplier Code of
Conduct or adopt one that
is equally robust.
Anti-corruption
20. Lack of
Share of investments in
0%
N/A – new for
The Transitional Investment
The
Transitional
and anti-bribery
anti-corruption
entities without policies
2023
Manager
has
an
anti-
Investment
manager
and anti-bribery
on anti-corruption and
bribery
policy
and
all
will
continue
to
policies
anti-bribery
consistent
investee companies either
formalise its approach
with the United Nations
align to the Transitional
in
assessing
the
Convention
against
Investment Manager’s or
alignment
of
key
Corruption
have adopted their own
portfolio
service
policy.
providers
to
these
standards.
Other indicators used to identify and assess additional principal adverse impacts on a sustainability factor
Other
Number of
Number of community
0
N/A – new for
The
Transitional
community
complaints received by
2023
Investment
Manager
complaints
investee companies
will continue to engage
with
community
stakeholders and find
innovative
ways
to
realise benefits for the
community.
SFDR Principle Adverse Impacts Statement for financial products (Unaudited)
Continued
117
2023
Annual Report & Accounts |
OTHER INFORMATION
Description of policies to identify and prioritise principal adverse impacts on sustainability factors
The Transitional Investment Manager has a
Responsible Investment Policy
that sets out the approach to identifying and managing environmental,
social and governance ("ESG") matters and the principles that they adopt. These principles are in line with the UN Principles for Responsible Investment
(UN PRI) to which the Transitional Investment Manager is a signatory. These policies outline risks and mitigations aligned to potential adverse impacts
on sustainability factors.
The Transitional Investment Manager seeks is embedding the principles set out in the Responsible Investment Policy into investment decisions and
ongoing management of investments to actively manage sustainability risks. In addition to having a no fossil fuel or nuclear energy-related investments
policy, ESG risk management is ingrained in the way the Transitional Investment Manager originates and executes investment decisions, as well as in
ongoing portfolio and asset management. AEIT’s approach is based on a triple-return approach that considers social and environmental objectives
alongside the financial returns of the Company.
The Company is currently undertaking a strategic review and at this time, no new investments will be made. The outcome of the strategic review
will determine the appointment of a long-term Investment Manager and the investment processes and polices that will be put in place to manage
sustainability factors during the investment cycle.
The principle adverse impacts, those that are most likely to be material to renewable energy investments, are outlined in the table above. No
PAI indicators were available within the SFDR RTS for community relations, therefore a bespoke metric has been included on a voluntary basis as
communities form an important backbone to energy investments.
Ongoing data collection in line with the PAI Indicators is requested either directly from investee companies or as part of counterparty contracts from
operations and maintenance providers, HSE providers, and/or external asset managers. Ongoing management and oversight of principle adverse
impacts is the responsibility of the Asset Management or Development Team. Any issues are escalated to the
Octopus Energy Generation Asset Board
before being escalated to the
Company’s ESG committee
as appropriate. All data is consolidated, reviewed, and signed off by the ESG team before
being put forward to the AEIT ESG Board Committee for approval.
The Transitional Investment Manager obtains information concerning the PAIs directly from investee companies. To ensure the reliability and accuracy
of the data, the Transitional Investment Manager works closely with specialised external advisors, particularly carbon consultants. These advisors
thoroughly review the Transitional Investment Manager
ʼ
s methodologies in regards to GHG emission PAIs and offer valuable insights based on industry
best practices.
The data collection process:
KPI data is primarily sourced directly from the Investee Companies or the third party service providers that help manage them. This information is
then complemented, as needed and where relevant, by the expertise of the Transitional Investment Manager’s own asset managers and ESG team
and by the carbon consultants. This information is sourced from the periodic reports from Company’s Operations and Maintenance (O&M) service
providers, Asset Managers or other service providers. These reports consist of a standardised set of KPIs, as well as qualitative factors like health
and safety, adherence to applicable laws and regulations, engagement with local communities, and biodiversity metrics, whenever relevant.
Carbon footprint indicators are measured in line with the iCI and ERM Greenhouse Gas Accounting and Reporting Guide for the Private Equity
Sector (2022). This methodology was developed to complement both the World Resources Institute’s Greenhouse Gas Protocol Standards and the
Partnership for Carbon Accounting Financials’ Standard for the financial industry. This approach consolidates the organisational boundary according
to the operational control approach. For more information on the carbon footprint methodology and definitions, see the carbon footprint section
of the Impact report. The calculations of emissions are verified by third-party consultants.
The Transitional Investment Manager may need to resort to estimates or proxy data where data is unavailable. The proportion of estimates and
proxies used varies depending on investee company but overall, use of estimates and proxies are infrequent and constitute only a minority of the
data used. When estimated data is used, it is based on reasonable assumptions and appropriate comparators.
Engagement policies
The Company recognises the importance of active stewardship in responsible investment and is dedicated to engaging with stakeholders relevant to
its portfolio, ensuring the Company continues to contribute to its financial, environmental and social return objectives. The Transitional Investment
Manager seeks to establish long-term value for the Company and its portfolio of relevant stakeholders through active management of its assets. The
Transitional Investment Manager has published its Engagement and Stewardship Policy outlining their approach. This can be viewed on the website
here:
https://a.storyblok.com/f/154679/x/5eeb87e6d3/oegen-engagement-and-stewardship-policy-june-2023-vf.pdf
.
118
SFDR Principle Adverse Impacts Statement for financial products (Unaudited)
Continued
The majority of the Company’s renewable energy assets under management are wholly owned subsidiaries of the Company. Where investee companies
are fully owned subsidiaries, directorship services are either provided by the Transitional Investment Manager or through AEIT nominee directors
ensuring consistency in governance and in the application of the ESG Policy which applies to investee companies. Due to this, the Company does not
put in place investee company engagement policies. There are no voting matters to report on as the Transitional Investment Manager actively manages
and make decisions as directors of the investee companies. The Transitional Investment Manager directly controls the investee companies’ strategy,
financial and non-financial performance and risk, capital structures, social and environmental impact and corporate governance on behalf of the
Company as well as appointment of 3
rd
party operators of the assets who are actively engaged with to ensure appropriate decision-making oversight.
Conflicts of interest are governed by the Transitional Investment Manager’s Conflicts of Interest policy.
In circumstances where the Company does not hold a controlling interest in the relevant investee company, the Company will secure shareholder
rights through contractual and other arrangements, to, inter alia, ensure that the renewable energy asset is operated and managed in a manner that is
consistent with the Company’s investment and ESG Policy. In this case, the Transitional Investment Manager will always take up Board seats and attend
Board meetings. Regular reporting data is provided to the Board on investee performance, including any environmental or social issues or risks. The
Transitional Investment Manager will directly use their influence to monitor and support investee companies on relevant matters including strategy,
financial and non-financial performance and risk, capital structuring and social and environmental impact. They look to galvanise other shareholders in
line with the Company’s ESG Policies and minimise the Company’s principle adverse impacts.
The Transitional Investment Manager works with a range of external service providers to manage the portfolio of investments, for example construction
managers, operations and maintenance providers, and external asset managers.
To address any adverse impacts on a continuous basis, the Transitional
Investment Manager actively engages with service providers, provide decision making oversight and carry out an annual ESG review on each material
third-party service provider and this includes reviewing policies in relation to human rights, anti-corruption and anti-bribery. This seeks to ensure that
strategies to reduce any new adverse impacts are put in place in a timely manner. Adverse impacts associated with health and safety are assessed and
monitored continuously by the Asset Management Directors and/or HSE consultants.
References to international standards
In line with AEIT’s triple return investment objective, 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. The Transitional Investment Manager has also signed up to achieve net zero by 2050 and are in
the process of validating targets in line with the Science Based Targets Initiative (SBTi).
The Transitional Investment Manager maintains a list of relevant responsible investment partner organisations and memberships which create potential
synergies and provide valuable insights and benefits for the Company. The Transitional Investment Manager is currently a member or supporter of the
following organisations:
United Nations Principles for Responsible Investment ("UN PRI")
The Institutional Investors Group on Climate Change (IIGCC)
UN Sustainable Development Goals
Science Based Targets Initiative (SBTi)
Taskforce of climate-related financial disclosure (TCFD)
The Transitional Investment Manager also utilises the following data sources:
EU Taxonomy
Transparency International (corruption index)
Climate Scale (climate change risk assessments)
The Transitional Investment Manager also uses a number of partner organisations to support due diligence on investments including legal and technical
advisors.
SFDR Principle Adverse Impacts Statement for financial products (Unaudited)
Continued
119
2023
Annual Report & Accounts |
OTHER INFORMATION
As part of the Transitional Investment Manager’s due diligence, alignment to the EU Taxonomy is evaluated, and climate change risk assessments are
carried out on all investments. This is performed either by technical advisors, or through utilising Climate Scale, which provides high resolution climate
data in a 2- and 4-degree scenario for climate change risk assessments. PAI data is collected directly from the investee companies, reviewed and
challenged by the ESG team before being consolidated.
Historical comparison
The year-on-year comparison indicates consistent performance across the portfolio, with only significant variations observed in carbon emissions,
water consumption, gender pay gap, and board diversity. Construction activities at TT9 were the primary source of the portfolio's carbon emissions,
leading to a significant rise in AEIT's emissions. In response to the increased water consumption and to underscore the importance of sustainable
water use, the Transitional Investment Manager has requested the asset manager to start monitoring the recyclability rate of water used by the
assets. Through proactive engagement in this area, the aim is to explore avenues for minimising water dependency. Although the gender pay gap has
narrowed, the acquisition of a company with an exclusively male board has impacted gender diversity at the board level negatively. This development
highlights an area for potential enhancement in the future. Meanwhile, a notable rise in renewable energy consumption represents an accomplishment
for the portfolio, emphasising the Company's dedication to moving away from non-renewable energy sources.
120
Appendix 2: SFDR Periodic Disclosure
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 year
ended 31 December 2023, investments were made in 233 MW of operating solar capacity in India and 6 MW in
Vietnam, and 200 MW of in construction solar capacity in India.
Sustainable investment objective
Does this financial product have a sustainable investment objective?

Yes

No
It made
sustainable investments with an
It
promoted Environmental/Social
environmental objective:
100%
(E/S) characteristics
and while it did
not have as its objective a sustainable
in economic activities that qualify as
investment, it had a proportion of ___%
environmentally
sustainable
under
the EU Taxonomy
of sustainable investments
in economic activities that do
with an environmental objective in
not qualify as environmentally
economic activities that qualify as
sustainable
under
the
EU
environmentally sustainable under
Taxonomy
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 made
sustainable investments with a
It promoted E/S characteristics
, but
did
social objective: ___
%
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.
Appendix 2: SFDR Periodic Disclosure
Continued
121
2023
Annual Report & Accounts |
OTHER INFORMATION
How did the sustainability indicators perform?
AEIT'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
271
Renewable energy generated – MWh
391,683
CO
2
emissions avoided – CO
2
e tonnes
311,752
Note:
Figures are based on AEIT’s proportional share of the investment portfolio as at 31 December 2023.
and compared to previous periods?
Sustainability indicator
2022
2023
Installed renewable capacity – MW
132
271
Renewable energy generated – MWh
85,199
391,683
CO
2
emissions avoided – tCO
2
e
62,770
311,752
In January 2023 and May 2023, AEIT completed acquisitions of the remaining 57% of the SolarArise portfolio
and 99.8% of the VSS portfolio, respectively. These acquisitions significantly increased the MW capacity of the
operating portfolio, resulting in increased renewable energy generation and associated avoided emissions in
2023 compared with 2022.
How did the sustainable investments not cause significant harm to any
sustainable investment objective?
Environmental, social and governance (ESG) considerations are integral to AEIT’s investment objective, and
AEIT’s Former Investment Manager during the period had environmental and social policies that drew on the
International Finance Corporation’s 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. 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. The Former investment manger also undertook a review of the specific renewable energy assets in relation
to the EU Taxonomy screening criteria in the period to confirm whether the investments continued to meet the
qualification criteria. AEIT’s investments met the criteria for do no significant harm.
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.
AEIT’s 2023 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 Transitional Investment Manager
will continue to engage with investee companies to strengthen implementation frameworks, and enhance the
practical effectiveness of established grievance mechanisms.
Sustainability
indicators
measure how the sustainable
objectives of this financial
product are attained.
122
Appendix 2: SFDR Periodic Disclosure
Continued
47
Refer to the APM for detailed calculations.
How did this financial product consider principal adverse impacts on
sustainability factors?
The issues addressed by the PAIs were expressly covered by the Former and Transitional Investment Manager’s
sustainability and responsible investment policies. Social and environmental issues were considered during due
diligence phases of
the investment process and KPIs were monitored post-acquisition. In 2023, the Transitional
Investment Manager worked with investee companies to carry out a more robust greenhouse gas accounting
exercise, which led to higher levels of reported activity and spend data across all three Scopes. AEIT’s 2023
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.
What were the top investments of this financial product?
Largest investments
Sector
%
Country
SolarArise
Energy
63
India
NISPI
Energy
31
Philippines
VSS
Energy
6
Vietnam
Note: Figures are based on AEIT’s investment portfolio’s NAV as at 31 December 2023.
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 2023, 100% of AEIT investments were used to meet its
sustainable investment objective, in accordance with the binding elements of the investment strategy. Due to
the unusual circumstances of the Company whereby the Company is undergoing a strategic review that prevents
new investments being made, this calculation excludes cash held at the PLC level held in liquid accounts which
cannot currently be invested in assets.
Given AEIT held a significant proportion of cash during the period, AEIT decided to also disclose the proportion
of sustainability-related investments if investors classify AEIT’s cash as 'unsustainable'. This is calculated to be
51.7%
47
.
Should the outcome of the strategic review be a relaunch of the Company, the cash being held in liquid assets
will be invested into assets that are expected to 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
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.
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 2023.
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%
Appendix 2: SFDR Periodic Disclosure
Continued
123
2023
Annual Report & Accounts |
OTHER INFORMATION
To what extent were sustainable investments with an environmental
objective aligned with the EU Taxonomy?
100%
All investments made by AEIT in 2023 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 2023 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 Former Investment Manager’s ESG policies and national law. Physical climate risk
and vulnerability assessments were completed for all existing investments in collaboration with a third-party
sustainability advisory. This screening and assessments have been reviewed by the Transitional Investment
Manager. Investee companies have sought to use durable equipment.
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
48
?
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
48
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.
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.
124
Appendix 2: SFDR Periodic Disclosure
Continued
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 2023, AEIT investments directly supported
197 full time equivalent jobs, including four 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 2023 portfolio consists entirely of solar photovoltaic
electricity generation. The Transitional 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 2023 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.
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.
2023
Annual Report & Accounts |
OTHER INFORMATION
125
Adjusted GAV
GAV plus the Company’s proportionate share of asset level debt
AIC
The 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 measure
CO₂e
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
The FCA’s 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 Global Asset Management (Americas) LLC
ThomasLloyd Group
FRC
Financial Reporting Council
FTE
Full time equivalent
FVTPL
Fair value through the profit or loss
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 indicator
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
SASB
Sustainability Accounting Standards Board
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
Glossary
126
tCO₂e
The number of metric tonnes of CO
2
emissions with the same global warming potential as one metric ton of
another greenhouse gas
Temporary share suspension
The temporary suspension of 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 and which was lifted on 6 March 2024
Transitional Investment Manager or
Octopus Renewables Limited (trading as Octopus Energy Generation)
OEGEN
VND
Vietnamese Dong
VSS
Viet Solar System Company Limited and its subsidiaries
WESM
Wholesale electricity spot market
Glossary
Continued
2023
Annual Report & Accounts |
OTHER INFORMATION
127
Registered Office
The Scalpel, 18th Floor
52 Lime Street
London, EC3M 7AF
United Kingdom
Registered number: 13605841
LEI: 254900V23329JCBR9G82
Website: https://www.asianenergyimpact.com/
Former Investment Manager
(until 31/10/2023)
ThomasLloyd Global Asset Management (Americas) LLC
427 Bedford Road
Pleasantville
New York 10570
United States of America
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
Administrator and Company Secretary
JTC UK Limited
The Scalpel, 18th Floor
52 Lime Street
London, EC3M 7AF
United Kingdom
Independent Valuation Expert
PricewaterhouseCoopers LLP
7 More London Riverside,
London, SE1 2RT
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
Directors
Sue Inglis (Chair)
Kirstine Damkjær (resigned on 30 April 202
4
)
Mukesh Rajani
Clifford Tompsett
(All non-executive and independent)
AIFM
Adepa Asset Management S.A.
R.C. B0114721
6A, Rue Gabriel Lippmann
L-5365 Schuttrange-Munsbach
Grand Duchy of Luxembourg
Registrar
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol, BS13 8AE
United Kingdom
Independent Auditor
Deloitte LLP
1 New Street Square
London, EC4A 3HQ
United Kingdom
Depositary
INDOS Financial Limited
54 Fenchurch Street
London, EC3M 3JY
United Kingdom
Joint Corporate Broker
Peel Hunt LLP
100 Liverpool Street,
London, EC2M 2AT
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