Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2024
Ecofin Global Utilities
and Infrastructure Trust plc
Annual Report and Accounts 2024
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2024
North America
45.1
Continental Europe
34.1
UK
13.4
Other OECD
2.2
Emerging markets
5.2
Portfolio
(% of investments, 30 September 2024)
Long-term capital growth and attractive dividend income
EGL aims to provide long-term capital growth and attractive dividend income for shareholders
byinvesting in listed utilities, environmental services and other economic infrastructure sectors
globally while taking care to preserve shareholders’ capital. EGL targets a total return
(includingdividends) of 6–12% per annum over the longer term.
Why Listed Infrastructure?
• Utilities, environmental services and transportation
infrastructure are essential assets
– Asset-backed services based on long-term contracts
– Defensive regulated assets and non-regulated
businesses with exposure to secular growth trends
– Predictable cash flows supporting growing dividends
• Long-term growth opportunities from the energy
transition and vital upgrade of infrastructure
– Decarbonisation and electrification of energy demand
trigger business mix evolution
• Supportive political and regulatory drive
incentivisesinvestment
Why Now?
• Electrification is driving electricity demand growth,
boosting the growth profile of utilities
• AI’s energy intensive datacentres are becoming
anincremental growth driver
• Business models are being transformed and de-risked
• Infrastructure capex requirements are solid tailwinds
forearnings
• Valuations relative to broad equity averages are
athistoriclows
• Valuations are low versus transactions in private markets
while private equity infrastructure funds are seeing
recordcashinflows
• EGL share price discount to NAV presents an opportunity
Why EGL?
• The Ecofin team is an experienced specialist investor
ininfrastructure and the energy transition
• Strategy features exposure to growth and capital
preservation
• Strong and consistent performance record
– NAV +10.2% p.a. since inception; share price
+11.8%p.a. (total returns)
– Attractive and growing dividend
Ecofin Global Utilities and Infrastructure Trust was Highly
Commended in the Infrastructure category at Investment
Week’s 2022 Investment Company of the Year Awards and
a finalist in the Specialist category in 2023.
Ecofin Global Utilities and Infrastructure Trust plc (EGL)
The Company Governance Financials Company Information
01Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2024
320
260
200
140
09/2022
09/2024
09/2023
80
09/2021
09/2019
09/2018
09/2017
09/2020
09/2016
Ordinary Share NAV (total return)
Ordinary Share Price (total return)
Source: Bloomberg, Redwheel
NAV and share price
from admission to 30 September 2024, rebased to 100 at admission
The Company
3 Financial Highlights
4 Chairman’s Statement
5 Investment Manager’s Report
7 ESG Evaluation
8 Ten Largest Holdings
10 Portfolio Analysis
11 Portfolio Holdings
12 Directors
13 Strategic Report
Governance
20 Directors’ Report
25 Corporate Governance Statement
29 Directors’ Remuneration Report
32 Report of the Audit Committee
34 Management Report and Directors’
ResponsibilitiesStatement
35 Independent Auditor’s Report
Financials
41 Statement of Comprehensive Income
42 Statement of Financial Position
43 Statement of Changes in Equity
44 Statement of Cash Flows
45 Notes to the Financial Statements
56 Notice of Annual General Meeting
58 Notes to the Notice of Annual General Meeting
Company Information
61 Glossary
63 Alternative Performance Measures
64 Company Information
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 202402
Contents
Ecofin Global Utilities and Infrastructure Trust plc (the “Company”) is an authorised UK investment trust whose objectives
are to achieve a high, secure dividend yield on a portfolio invested primarily in the equities of utility and infrastructure
companies in developed countries and long-term growth in the capital value of the portfolio while preserving shareholders’
capital in adverse market conditions.
• During the year ended 30 September 2024, the Company’s net asset value (“NAV”) per share increased by 25.9%
onatotal return basis. The Company’s share price increased by 24.8% on a total return basis over the 12 months;
• Four quarterly dividends were paid during the period totalling 8.10p per share. Due to your board’s confidence, with
effect from the dividend paid inFebruary 2025, the quarterly dividend will be increased by 3.7% to 2.125p per share
(8.50p per share per annum);
• From 1 October 2024 a lower management fee came into effect. This delivers future savings to shareholders and will
help to lessen ongoing charges;
• The Company continues to buy back shares while the share price is at a significant discount to the NAV. This is accretive
to NAV total return;
• Increasing power demand and infrastructure capital expenditure are driving earnings growth at companies selected for
the portfolio while valuation multiples for these essential assets businesses remain low.
Summary
As at or year to
30September
2024
As at or year to
30September
2023
Net assets attributable to shareholders (£000) 243,231 211,97 7
Net asset value (“NAV”) per share
1
221.68p 183.54p
Share price 195.00p 164.00p
Discount to NAV
1
12.1% 10.6%
Revenue return per share 7.17p 7.01p
Dividends paid per share 8.10p 7.70p
Dividend yield
1, 2
4.2% 4.7%
Gearing on net assets
1, 3
14.2% 11.2%
Ongoing charges ratio
1, 4
1.39% 1.27%
1. Please refer to Alternative Performance Measures on page 63.
2. Dividends paid (annualised) as a percentage of share price.
3. Gearing is the Company’s borrowings (including the net amounts due from brokers) less cash divided by net assets attributable to shareholders.
4. The ongoing charges ratio is calculated in accordance with guidance issued by the Association of Investment Companies (“AIC”) as the operating costs
(annualised) divided by the average NAV (with income) throughout the period.
Performance for periods to 30 September 2024 (all total returns in £)
1 year
%
3 years
%
5 years
%
Since
admission
5
%
Since
admission
% per annum
NAV per share
6
25.9 27.1 52.1 117.7 10.2
Share price
6
24.8 11.0 51.1 144.4 11.8
Indices
6, 7
S&P Global Infrastructure Index 18.0 28.8 22.8 57.2 5.8
MSCI World Utilities Index 23.7 31.3 26.5 76.1 7.3
MSCI World Index 21.1 32.2 73.3 148.5 12.0
FTSE All-Share Index 13.3 23.4 31.7 59.9 6.0
FTSE ASX Utilities Index 16.6 40.9 71.6 53.4 5.5
5. The Company was incorporated on 27 June, 2016 and its investment activities began on 13 September, 2016 when the liquid assets of Ecofin Water & Power
Opportunities plc (“EWPO”) were transferred to it. The formal inception date for the measurement of the Company’s performance is 26 September 2016, the
date its shares were listed on the London Stock Exchange.
6. Total return includes dividends paid and reinvested immediately. Please also refer to the Alternative Performance Measures on page 63.
7. The S&P Global Infrastructure Index and MSCI World Utilities Index are the global sector indices deemed the most appropriate for performance comparison
purposes. The Company does not have a formal benchmark index. The other indices are provided for general interest.
The Company Governance Financials Company Information
03Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2024
Financial Highlights
as at 30 September 2024
Performance
After a challenging time in 2023, I am delighted to report that your
Company’s net asset value (NAV) increased by 25.9%, including
the reinvestment of dividends, over the year to 30 September
2024. This performance exceeded those of the comparable global
sector indices, the S&P Global Infrastructure Index and MSCI
World Utilities Index, as well as general equity benchmarks such
as the FTSE All-Share and MSCI World indices and was achieved
despite a significant headwind from sterling strength. The share
price total return was also strong, at 24.8%. Since inception eight
years ago, your Company has generated NAV and share price
total returns of 10.2% and 11.8% per annum respectively.
Performance was positive across the utility, environmental
services and transportation infrastructure portfolio segments
during the year, and especially strong in the US. Stock selection
was beneficial, as reviewed in the investment manager’s report.
The portfolio was well positioned for the recovery in share
valuations of utilities and the resurgence in interest in nuclear
power. With heightened market volatility, our investment manager
also found opportunities to manage position sizes profitably.
Amodest level of gearing boosted underlying returns.
Investment manager and management fee
As of 1 October 2024, RWC Asset Management LLP (“Redwheel”)
has acquired the material business interests of the Company’s
fund manager, Ecofin, and retained the investment team.
Redwheel is a UK-based specialist investment manager with
c.£18bn in assets under management, including Temple Bar
Investment Trust Plc. We are pleased that the transition has
gonesmoothly so far and that the Ecofin team’s strategy and
investment process remain unchanged.
From 1 October, a lower management fee also came into effect,
as previously announced. The fee is now 0.9% p.a. on the first
£200million of NAV, 0.75% above £200 million and up to
£400million, and 0.6% thereafter. This delivers future savings
toshareholders.
Dividends
The revenue return per share increased by 2.3% year-over-year.
After two years of very strong growth, total income from
investments decreased slightly (-0.4%). Sterling’s significant
strength played a role, as did share buybacks and stock choices:
some of the strongest NAV contributors pay a relatively low yield.
Overall expenses were almost unchanged.
Given our confidence in the long term growth prospects for
earnings per share, we have decided to increase the quarterly
dividend by 3.7% to 2.125p per share (8.50p per annum), with
effect from the dividend to be paid in February 2025.
Share price discount and buybacks
A share price discount persisted during the year, as it did for most
of the investment trust sector, despite the strong performance.
With the discount averaging about 12%, we bought back shares to
enhance NAV for the benefit of shareholders. In total, 5.8 million
shares were repurchased, equivalent to £9.8 million, with an
additional 1.6 million shares repurchased since the end of the
financial year. Your board takes the view that, having issued new
shares when they were trading at a premium to NAV, it is our duty
to buy shares back when they trade at a material discount.
Annual General Meeting
The Company’s AGM will be held on Wednesday 5 March 2025
at3:00pm at The Clermont, 101 Buckingham Palace Road,
London SW1W 0SJ. You are most welcome to attend to meet
theboard and hear a presentation from our portfolio manager,
Jean-Hugues de Lamaze.
Outlook
Since 30 September (to 10 December), the Company’s NAV
andshare price have decreased by 4.0% and 2.0% respectively.
October and November brought upward pressure on long-bond
yields despite reductions in shorter-term interest rates across
thedeveloped economies. This provides a headwind for the
shareprices of companies, such as those in our sector, which
have significant dividend yields. Diversification of our portfolio
and our flexible mandate will help us protect the downside and
capture new opportunities as they arise.
Companies in the portfolio are reporting strong earnings and
good opportunities for growth while valuations in our universe
continue to be attractive. Electricity demand is rising steadily
witha continuing shift towards decarbonised generation while
transport and water infrastructure is also benefiting from rising
demand and the need for capital investment. The portfolio is
positioned to benefit from these long-term trends as electricity
generators diversify their generation fleets, transmission grids
are modernised, and distribution systems adapt to changing
customer needs. The need for investment gives water & waste
services and transportation infrastructure strong pricing power
and platforms for growth while also providing attractive
dividendyields.
We believe that the total return prospects for the Company’s
portfolio are very encouraging while the broad array of the
sub-sectors in which we invest gives investors excellent
portfoliodiversification.
David Simpson
Chairman
16 December 2024
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 202404
Chairman’s Statement
Markets and our sectors
Equity markets reacted positively to declining inflation and the
cuts in policy interest rates in many OECD economies in the
second half of the financial year. Longer term bond yields fell
between April and September, helping interest rate sensitive
stocks. Elections and changing political agendas in the UK,
Franceand the US provided political uncertainty while
continuinggeopolitical tensions unsettled investor confidence.
This mixed backdrop had much less effect on EGL’s portfolio than
the strong earnings momentum and positive long-term updates of
the companies we invest in. Over the 12 months to 30 September,
the NAV increased by 25.9%, ahead of the S&P Global Infrastructure
Index (+18.0%) and the MSCI World Utilities Index (+23.7%). The MSCI
World Index increased by 21.1%, mostly achieved in the first half
of EGL’s financial year (all total returns insterling).
US utilities were the stand-out performers during the year
(+29.2%) and stock selection added further value. Utilities in
Continental Europe kept up with broad equity averages and UK
holdings were notably strong NAV contributors. Transportation
infrastructure and environmental services returns were positive
but more muted than in the energy sector. The reappearance of
US power demand growth, driven partly by datacentres but also
by economic activity, re-shoring and the switch from fossil fuels
inpower generation gives a pivotal role to the transmission &
distribution utilities that will hook that power up to final users as
well as to the generators. Consequently, in Europe as well as the
US, earnings results and guidance were strong, often nicely
aheadof market expectations, helping the appreciation of
shareswhich continue to trade on low valuations.
Performance summary
The second half of the year produced a NAV total return of 15.2%,
building on the first half’s 9.0% return. For the full year, performance
was broadly based, with all regions and sub-sectors contributing
positively but several large holdings and one new name were the
main drivers. The use of leverage, which averaged 11% for the
year, was beneficial given the positive returns, while sterling’s
persistent strength held returns back (approximately -8%).
One of our best decisions in the year was to add Vistra to the
portfolio last November. Vistra is a diversified US integrated utility
operating natural gas, coal, nuclear and solar generation capacity
plus one of the largest battery storage facilities in the world.
Compared to peers, it has low debt ratios and above average free
cash flows, and nearly half its generation capacity in Texas where
we see structurally higher power prices because baseload capacity
is being replaced by renewables. The holding was doubled in
February when Vistra’s purchase of Energy Harbour, owner of a
4000 MW nuclear generation fleet, received regulatory approval,
giving Vistra the second largest nuclear power fleet in the country.
This coincided with a sea-change in attitudes to nuclear energy.
Constellation, a pure nuclear owner/operator, has been a relatively
large holding in the portfolio since it was spun out from Exelon
early in 2022. Together, Constellation and Vistra represented
c.7%of the portfolio during the year, despite some profit taking,
and their shares increased by 116% and 212%, respectively.
Constellation and Vistra are direct beneficiaries of accelerating
demand from energy intensive businesses (including datacentres)
for constantly available decarbonised electricity and the US
Production Tax Credit which provides a floor price for nuclear
electricity and supports investing to extend the life of plants.
Datacentres are increasingly connecting directly to nuclear plants
and ready to pay a significant premium over wholesale power
prices to secure their need for baseload power. Constellation and
Vistra shares were also reacting well to strong earnings, cash flow
generation and balance sheets, significantly improving longer
term earnings outlooks and returns to shareholders via share
buybacks. Southern Company and Public Service Enterprise
Group, also nuclear plant owners, were notable contributors
toperformance too due to solid earnings reports.
After a disappointing stock performance in the previous year,
NextEra Energy’s shares rose 37% as quarterly earnings results
consistently exceeded market expectations. This reflected strong
customer growth, new additions to its renewables and storage
portfolio and cost controls. Regulated wires-focussed utilities
such as American Electric Power and Edison International also
performed well as bond yields came down, earnings came
through and customer demand growth materialised sooner than
expected. Edison International, for example, expects 35% higher
10-year load growth than just two years ago.
National Grid, SSE and Drax represented the majority of the
portfolio’s UK exposure. They are well exposed to the themes
oftransmission & distribution and electrification that we are
emphasising in the portfolio and they were strong performers
during the second half of the year. Share price volatility –
aroundNational Grid’s equity issuance, for example – provided
anopportunity to manage position sizes and add value. Enel
provided a consistently good performance contribution as it
continued to deliver strong earnings. Its asset disposal program
isahead of plan and at attractive valuation multiples; the shares
also benefited from the decline in Italian bond yields.
After a poor performance for RWE in the first half, its shares
recovered in the second but still underperformed a strong
cohort. Hong Kong listed Chinese stocks underperformed for
most of the year until a hefty stimulus package ignited an equity
market rally in China and Hong Kong in September. This meant
China Suntien Green Energy and China Water Affairs made
reasonable contributions to the NAV for the last 6 months and
the full financial year. Xinyi Energy made a much smaller share
price recovery and was the poorest performer during the year;
itis also the portfolio’s smallest holding. Stocks with French
exposure (Vinci, Veolia, Engie, Atlas Arteria) were weak toward
year-end given the prospect of a rise in the corporate tax rate
asthe government struggled to shore up its finances.
The Company Governance Financials Company Information
05Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2024
Investment Manager’s Report
Purchases & sales
In the half-year report to 31 March, we reported purchases
tofurther increase exposure to energy transmission and
distribution (regulated growth), baseload nuclear power provision
(unregulated growth) and transportation and environmental
services (inflation-linked growth), and a reduction in power
priceexposure. In the second half of the year, we took profits
inUS holdings which had seen sharp share price gains, including
Constellation, Vistra, NextEra Energy, America Electric Power
andEdison International, and we exited a small position in
Williams Companies. Purchases were generally of pan-European
names (National Grid, Drax, Vinci) and we added a new name,
BKW, a European provider of energy (hydro, wind & solar and
nuclear) and infrastructure services (building solutions,
engineering) and manager of the Swiss grid. We think BKW
shouldbe set to benefit from higher and structurally more
volatile electricity prices, relatively low interest rates in
Switzerland, and solid earnings contributions from the grid
business and the services division which is being restructured.
Income and gearing
After a few years of very strong growth, income from investments
declined slightly year-on-year. Foreign currency weakness reduced
foreign dividend receipts expressed in sterling terms; the US
dollar declined by nearly 10% and the Euro by 4%. Stock choices
played a part in reducing income – some relatively high yielding
shares were sold (Williams Companies) or reduced (Endesa, Engie)
and relatively low yielders purchased (Vistra, BKW). The cost of
borrowings fluctuated and, as the accounts show, was higher
than the previous year but our use of gearing was a significantly
positive contributor to overall returns.
Outlook
The valuation of some parts of the stock market may be high but
listed infrastructure is still undervalued by historical standards,
relative to broad market averages and compared withvaluations
of private infrastructure assets. We have seen arevaluation for
US utilities this year, leading us to take some profits since the
financial year-end, but this uplift mostly reflects strong earnings
rather than a reassessment, which we think is merited, of the
growth opportunities for the sector.
EGL’s investment universe comprises businesses providing
infrastructure and services essential for economic activity
andprogress. Serious weather events make modern, durable
infrastructure all the more important, and climate risk mitigation
is fundamentally reliant on infrastructure companies investing to
facilitate the transition to a cleaner world. The world now invests
almost twice as much annually in clean energy as it does in fossil
fuels. This growth is underpinned by strong demand, continued
cost reductions, emissions reduction goals and considerations of
energy security. In addition, power prices are rising in the US and
are attractive versus historical levels in most European markets.
Companies developing, owning and operating the infrastructure
behind the energy transition will, we expect, continue to be areas
of profitable opportunity.
The shares of transportation infrastructure and environmental
services (water and waste management) have generally
underperformed utilities this year and we are adding exposure.
We believe these businesses have limited competition and good
pricing power, operational performance is strong, and they
contribute to portfolio diversification. Stock valuations in these
infrastructure segments are still low – for example, ENAV, the
monopoly provider of air traffic control services in Italy, and Vinci,
a global leader in motorway and airport concessions, trade at
valuations which are cheaper than their historical averages with
strong cash generation supporting above market dividend yields.
EGL’s portfolio of companies will, we believe, continue to grow
their earnings, almost irrespective of the economic backdrop,
helped by the proportion of their revenues which is fully
contracted or regulated.
RWC Asset Management LLP (Redwheel)
Investment Manager
16 December 2024
Investment Manager’s Report
continued
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 202406
The Company’s board believes that analysis of sustainability
andenvironmental, societal and governance (“ESG”) factors and
anactive approach to stewardship are essential elements of the
investment management process and contributors to superior
financial returns over the longer term. These principles are set
out on pages 16 and 21. This page describes the approach to
sustainability, ESGand stewardship pursued by the Investment
Manager on behalf of the Company.
The Company does not have a UK sustainable investment label
under the FCA’s Sustainability Disclosure Requirements (“SDR”)
asit does not meet the criteria required for applying such a label.
Ecofin’s approach
The Ecofin team has wide-ranging expertise across infrastructure,
water & environment and the energy transition, managing
portfolios designed to deliver strong risk-adjusted returns as
wellas a positive impact onthe environment and society.
Understanding sustainability profiles and mitigating ESG risks is
acore part of our philosophy and investment process and has
been central to the delivery of attractive risk-adjusted returns.
More details about stewardship can be found on page 21.
Analysis of ESG issues is integrated into the life cycle of our
investment activities including due diligence and ongoing
portfolio management.
Analysis is stock specific
• Each company is assessed individually to determine its
sustainability profile;
• We invest in companies with improving profiles and strive
toavoid major ESG-related risks;
• We take a forward-looking view and seek to maximise
portfolioreturns by identifying stocks with the greatest
rateofimprovement.
The Company‘s investment universe is not restricted according
tosustainability criteria, allowingus to invest in companies with
strong sustainability credentials and companies with legacy asset
portfolios but a clear trajectory tosignificantly improve their
emissions profile. We study the sustainability credentials of each
company considered for inclusion in the portfolio, and analyse
specific environmental, social and governance risks insofar as
theywould be expected tohave a material impact on
shareholderreturns.
Engagement
• Constructive engagement during site visits and frequent calls
and meetings with management; dialogue helps to ensure
mutual understanding and response from management if we
raise issues/concerns;
• Engagement and proxy voting are integral parts of our active
management of portfolios; case-by-case assessment for
decisions relating to proxy voting, corporate actions and events.
The investment team’s frequent contact with industry
management teams ensures we develop and maintain strong
relationships with corporates, allowing a more appropriate
reflection on the risk and reward of various investments.
This allows us to complement quantitative models and analysis
with aqualitative assessment of each company’s managerial
actions concerning both strategic and sustainability decisions.
We also believe that shareholders can contribute strongly to the
dialogue with a company through proxy voting. We vote on every
resolution for every company’s general meeting or proxy, and
always vote in the best interest of shareholders, irrespective of
the company’s recommendation. This is especially true for any
item that could impact sustainability or ESG considerations in
anegative way, such as matters that could affect corporate
governance and climate change, reduce the protection of
minority holders’ interests, or lead to management compensation
being misaligned with the interests of shareholders. Progress is
tracked against our objectives. In exceptional instances we write
to a company’s board to express our views.
The portfolio’s carbon emissions performance
The Ecofin team partners with CarbonAnalytics to verify and
measure carbon emissions for portfolio companies. The
Company’s portfolio screens well in terms of carbon footprint
(i.e.tonnes of CO
2
emitted per megawatt hour of electricity
generation): electricity generators in the portfolio generally have
CO
2
emissions which are below the average emissions oftheir
relevant electricity grids and the average of companies included
in the global utilities index.
As mentioned, we do not set firm limits on fossil fuel exposure
and invest in companies transitioning to better growth and
sustainability profiles (rather than permitting only ‘clean’ stocks).
As of 30 September, the portfolio’s electricity generators had CO
2
emissions which were 12% below the average emissions of the
electricity grids in which the companies operate, largely because
of a relatively small reliance on coal, and 17% lower than those
ofcompanies in the global utilities index (as measured in
tCO
2
/$million invested). On a forward-looking basis, due to our
focus on companies in transition, the portfolio’s emissions profile
should look even better, with almost all companies having
committed to a full phase-out of fossil fuels in the medium term
and a net zero emissions target in the long run.
30 September 2024
Share of
electricity
generation
from coal
Share of
electricity
generation
from
renewables
CO
2
emissions
compared
to relevant
grid
tCO
2
per $mn
invested
EGL portfolio 11% 23% -12% 464
MSCI World
Utilities Index 16% 20% -11% 559
RWC Asset Management LLP (Redwheel)
Investment Manager
16 December 2024
ESG Evaluation
The Company Governance Financials Company Information
07Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2024
National Grid
Regulated power and gas
transmission and distribution
inthe UK and US
National Grid’s principal activity is the transmission and distribution of energy in the UK and the US,
which is fully regulated. The company owns and operates the high voltage electricity transmission
network in England and Wales, the gas transmission infrastructure for Great Britain, and four of the
eight regional gas distribution networks in the UK. In the US, National Grid supplies energy to more
than 20 million people in five states in the Northeast, where it also owns and operates gas distribution
networks. Given the strong structural growth in renewables generation and the requirement to
modernise transmission and distribution networks, National Grid’s new 5-year plan sees significantly
expanded capital investment of £60bn which should drive asset growth of c. 10% per annum.
www.nationalgrid.com
6.6%of portfolio
(30 September 2023: 4.4%)
NextEra Energy
Global leader in clean energy
infrastructure
NextEra is one of the largest capital investors across U.S. industry and the largest in the energy
industry, targeting clean energy and smart infrastructure. NextEra’s principal subsidiaries are
FloridaPower & Light, the largest electric utility in the US, and NextEra Energy Resources, the largest
generator of energy from wind and sun in the world. NextEra is also a leader in battery storage and
energy transmission. It is deploying vast capital resources in incremental renewables and storage
capacity, stimulated by the government’s incentives for clean energy, transmission and storm
resilience and in response to new demand growth. NextEra continues to deliver strong results
andreliable electricity and has reconfirmed guidance through 2027 for 6-8% per annum earnings
growth and 10% per year growth in the dividend per share (from 2024 levels).
www.nexteraenergy.com
6.3%of portfolio
(30 September 2023: 6.1%)
American
Electric Power
(AEP)
Regulated US utility in transition
AEP is one of the largest electric utilities in the US, serving 5.6 million customers in 11 states.
Itsgeneration fleet is transforming from majority coal- and natural gas-fired in 2005 to majority
renewables-sourced (hydro, wind, solar and pumped) by 2030. The company also owns a network of
high voltage transmission lines spanning 38 eastern and central US states and eastern Canada, more
network miles than all other US transmission systems combined. AEP’s business is being simplified
via sales of unregulated and non-core assets. Dividends should grow in line with earnings growth of
6-7% per annum, supported by a $43bn 5-year capital investment programme allocated largely to
wires (regulated transmission infrastructure) and generation reflecting load growth.
www.aep.com
4 .1%of portfolio
(30 September 2023: 4.4%)
Enel
Major investor in renewables
andtransmission grids globally
Enel is present in 30 countries and is the world’s largest utility by customer base, one of the world’s
largest renewable energy operators and one of its largest electricity network operators. Since the
early 2000s, Enel, Italy’s largest producer, distributor and supplier of power, has pioneered the
development of renewable energy technology, focusing on onshore wind and solar. With the
acquisition of Endesa in 2007, Enel entered the Spanish market as the largest utility in the Iberian
Peninsula and gained significant exposure to Latin American markets. Remaining coal exposure will
be phased out by 2027. With the sale of non-core assets continuing and an infrastructure investment
program targeting renewables capacity and networks, Enel aims to deliver a double-digit annual total
shareholder return until 2030.
www.enel.com
3.8%of portfolio
(30 September 2023: 4.0%)
SSE
UK electricity generator
anddistributor
With a significant renewable energy fleet, SSE’s business is focused on the generation and supply
ofelectricity in the UK and Ireland. It also owns and operates the electricity transmission and
distribution networks in northern Scotland. SSE is building the world’s largest offshore wind farm
(Dogger Bank) and the UK’s largest hydro power plant in 30 years which, upon completion, will
double the country’s hydro storage capacity to 3GW. SSE’s upgraded capital programme plans for
£20.5 billion of investment over the 5 years to 2027, of which 55% is now allocated to regulated
electricity networks. SSE’s asset portfolio, which delivers mostly contracted or inflation-indexed
revenues, and its fixed rate debt profile provide earnings stability and visibility. A commitment to
realdividend growth remains at the core of its financial targets.
www.sse.com
3.8%of portfolio
(30 September 2023: 4.7%)
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 202408
Ten Largest Holdings
as at 30 September 2024 (% of investments)
Constellation
Energy
US nuclear power generator
Founded in 2022 after a spin-off from Exelon, Constellation’s 32,400 megawatts of mostly carbon-free
energy capacity produce about 20% of the country’s carbon-free generation. Of listed US power
generators, the company is already the lowest carbon emitter, given it has the nation’s largest nuclear
fleet, and plans to eliminate all its greenhouse gas emissions by 2040. Constellation’s 24/7 baseload
power output plays an increasingly valuable role in several States balancing intermittent solar and
wind generation and growing demand for electricity from power-intensive datacentres. In September,
in a headline deal which is expected to significantly boost Constellation’s earnings growth rate (from
10% to 13% p.a.), Microsoft signed a 20-year agreement with Constellation to purchase all the power
from a nuclear plant unit closed in 2019 which Constellation will restart in 2026. Known for operational
quality and with a strong balance sheet and significant cash flow, Constellation continues to return
capital to shareholders while targeting 10% growth annually in the dividend.
www.constellation.com
3.7%of portfolio
(30 September 2023: 3.9%)
Vistra
Largest competitive power
generator in the US
Vistra is an integrated power generation and retail electricity company based in Texas and operating
across the country. Its generation fleet includes natural gas, nuclear, solar and battery storage
facilities and coal. Vistra made a transformative acquisition in 2023 of Energy Harbour which has
scaled up its zero-carbon generation and retail businesses meaningfully. With the addition of 4,000
MW of nuclear power capacity, Vistra now owns the second largest competitive nuclear fleet in the
US. It also operates the country’s second largest energy storage capacity. The company’s diverse
generation fleet is gaining value as demand grows for dispatchable power – ideally zero-carbon and
24/7 baseload – and it has a large proportion of its operations in Texas where growth in customer
numbers and demand due to electrification and datacentres are above average. The company has
asound balance sheet, strong earnings momentum and a growing dividend.
www.vistracorp.com
3.7%of portfolio
(30 September 2023: 0%)
Edison
International
Wires-focussed electric utility
inCalifornia
Edison is an electric utility holding company operating predominantly in Southern California. Southern
California Edison (SCE), a regulated utility, is its largest subsidiary. SCE has a wires-focussed rate base
with limited power generation ownership and growth is driven by investment in strengthening and
modernising the grid and advancing California’s aggressive clean energy goals. Approximately half of
SCE’s electricity supply is derived from carbon-free sources, heading for 100% by 2045, in line with
California’s plans to be carbon-neutral by then. Since 2017, the first year of devastating wildfires in
California, regulation for determining wildfire liability and cost recovery has been redesigned in the
state. We expect the shares to continue to re-rate on the back of 6-8% rate-base and 5-7% EPS
growth based on substantial infrastructure investment plans which are integral to wildfire risk
mitigation, the decarbonisation of retail power supply, and the electrification of transportation.
www.edison.com
3.7%of portfolio
(30 September 2023: 2.8%)
ENAV
Italian monopoly supplier of
airnavigation services
ENAV is a major European air navigation infrastructure operator as the exclusive supplier of air traffic
control and navigation services in Italian airspace. Known for its safety and on-time performance,
ENAV listed on the Milan stock exchange in 2016 with a free float of c. 47%. In addition to managing
air traffic, the company is involved in the installation, maintenance and monitoring of all air navigation
hardware and software systems and the development of new technologies such as the creation of
U-Space, the airspace for drones. It provides aeronautical information management systems for
customers based globally and is in partnership with companies leading the development of satellite
services. Revenues are highly regulated, with limited exposure to traffic, and expected to continue
growing faster than costs.
www.enav.it
3.4%of portfolio
(30 September 2023: 2.9%)
E.ON
European energy distribution
network operator and retailer
E.ON spun off its conventional thermal power generation and energy trading businesses to a separate
company, Uniper, in 2016. E.ON is now focused entirely on energy networks, retail (where it has
leading market positions in Germany, the U.K. and Netherlands, Turkey, Czech Republic, Hungary,
Romania, Sweden, others) and energy infrastructure solutions (district heating and cooling and
energy infrastructure for industrial customers which carry attractive contract terms). The networks
division, which operates the largest distribution network in Europe and provides a majority of EBITDA,
is seeing a major growth acceleration across markets, driving an increase in annual investment and
10% regulated asset base growth. Good visibility on asset growth and return on capital employed
(average for 2024-2028 of 8-9%) should continue to support earnings and dividend per share growth.
www.eon.com
3.3%of portfolio
(30 September 2023: 1.4%)
The Company Governance Financials Company Information
09Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2024
By country or region
By sector
By market capitalisation
30 September 2024 30 September 2023
Market value
£’000
% of
investments
Market value
£’000
% of
investments
Regulated utilities
99,905 36.1 67,243 29.6
Integrated utilities
83,877 30.3 73,909 32.5
Renewables & nuclear
49,671 17.9 46,099 20.3
Infrastructure
28,801 10.4 28,713 12.6
Environmental services
14,656 5.3 11,5 49 5.1
Total
276,910 100.0 227,513 100.0
30 September 2024 30 September 2023
Market value
£’000
% of
investments
Market value
£’000
% of
investments
North America 124,791 45.1 108,026 47.5
Continental Europe 94,573 34.1 68,280 30.0
UK 37,132 13.4 30,635 13.5
Other OECD 6,137 2.2 8,880 3.9
Total OECD 262,633 94.8 215,821 94.9
Emerging markets 14,277 5.2 11,692 5.1
Total 276,910 100.0 227,513 100.0
30 September 2024 30 September 2023
Market value
£’000
% of
investments
Market value
£’000
% of
investments
More than £10,000 million 223,708 80.8 170,989 75.2
£5,000 to £10,000 million 5,395 1.9 11,615 5.1
£1,000 to £5,000 million 38,978 14.1 40,322 17.7
£200 to £1,000 million 8,829 3.2 4,587 2.0
Total 276,910 100.0 227,513 100.0
Fair values and sub-totals have been rounded to the nearest thousand.
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 202410
Portfolio Analysis
as at 30 September 2024
Company Country
Fair value
£’000
% of
investments
National Grid UK 18,321 6.6
NextEra Energy United States 17,431 6.3
American Electric Power United States 11,24 6 4.1
Enel Italy 10,657 3.8
SSE UK 10,612 3.8
Constellation Energy United States 10,362 3.7
Vistra United States 10,312 3.7
Edison International United States 10,172 3.7
ENAV Italy 9,314 3.4
E.ON Germany 9,244 3.3
Top ten investments 117,671 42.4
RWE Germany 9,036 3.3
Vinci France 8,481 3.1
Xcel Energy United States 8,010 2.9
Southern Company United States 7,652 2.8
Exelon United States 7,585 2.7
Iberdrola Spain 7,055 2.5
Veolia France 6,966 2.5
DTE Energy United States 6,718 2.4
Ameren United States 6,417 2.3
Atlas Arteria Australia 6,136 2.2
Top twenty investments 191,727 69.1
Terna Italy 5,749 2.1
Alliant Energy United States 5,748 2.1
Drax Group UK 5,592 2.0
Public Service Enterprise Group United States 5,591 2.0
China Water Affairs Hong Kong 5,533 2.0
China Suntien Green Energy China 5,448 2.0
Snam Italy 5,411 2.0
BKW Switzerland 5,395 1.9
AES United States 5,237 1.9
Dominion Energy United States 5,218 1.9
Top thirty investments 246,649 89.0
Iren Italy 4,944 1.8
NextEra Energy Partners LP United States 4,935 1.8
Ferrovial Netherlands 4,868 1.8
EDP Portugal 4,099 1.5
Engie France 3,354 1.2
Xinyi Energy Holdings China 3,296 1.2
Greencoat UK Wind UK 2,608 0.9
American Water Works United States 2,157 0.8
Total investments: 38 276,910 100.0
Figures have been rounded to the nearest thousand.
The Company Governance Financials Company Information
11Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2024
Portfolio Holdings
as at 30 September 2024
Directors
The directors are all non-executive and independent. They are
allmembers of the audit committee, management engagement
committee and remuneration committee.
David Simpson
Chairman
David Simpson is a qualified solicitor and was a partner at
KPMGfor 15 years until 2013, culminating as global head of M&A.
Beforethat he spent 15 years in investment banking, latterly
atBarclays de Zoete Wedd Ltd. He is chairman of M&G Credit
Income Investment Trust plc and a director of abrdn New India
Investment Trust PLC. He was appointed as a director of the
Company at admission on 26 September 2016.
Malcolm (Max) King
Chairman of the Remuneration Committee
Max King is a chartered accountant and has over 30 years’
experience in fund management having worked at Finsbury
AssetManagement, J O Hambro Capital Management and
Investec Asset Management. He is also a columnist for
MoneyWeek magazine. Maxis currently a director of Gore Street
Energy Storage Fund plc. He was appointed as a director of the
Company on 11September 2017.
Susannah Nicklin
Chair of the Management Engagement Committee
Susannah Nicklin is an experienced non-executive director and
financial services professional with 25 years of experience in
executive roles in investment banking, equity research and wealth
management at Goldman Sachs and Alliance Bernstein in the US,
Australia and the UK. Susannah is Chair of the Schroder BSC
Social Impact Trust plc and Frog Capital LLC, and a non-executive
director of The North American Income Trust plc. She holds the
Chartered Financial Analyst qualification. Shewas appointed as
adirector of the Company on9September2020.
Joanna Santinon
Chair of the Audit Committee
Joanna Santinon is a chartered accountant and chartered tax
adviser. She specialised in tax, transactions and private equity,
and gained wider experience including mergers and acquisitions,
strategic investments, capital raisings and listings in her 24 year
career at EY. Joanna was a founder member of the 30% Club in
the UK. She is a non-executive director and audit committee chair
of Octopus Future Generations VCT plc and of Guinness VCT plc.
She is also a trustee of The Centre For Entrepreneurs. She was
appointed as a director of the Company on 12 September 2023.
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 202412
Strategic Report
The directors present their Strategic Report for the Company for
the financial year ended 30 September 2024.
The Strategic Report contains a summary of the Company’s
business model, a statement of its objectives and investment
policy, a review of performance and a description of the principal
and emerging risks it faces. Please refer to the Chairman’s
Statement and the Investment Manager’s Report for an analysis
of the Company’s performance during the financial year and
asummary of its future prospects. Pages 4 to 19, together with
the sections of this annual report and accounts incorporated
byreference, consist of a Strategic Report that has been prepared
inaccordance with Section 414A of the Companies Act 2006
(the“Act”).
Principal activity and purpose
The Company is an investment company and its principal activity,
and therefore its purpose, is portfolio investment.
Business model
The Company is an investment trust which allows it to be exempt
from paying taxes on capital gains made from the sale of its
investments. Investment trusts offer advantages for investors,
including access to professional investment skills and opportunities
that might not otherwise be available to them, andthe ability to
borrow money to enhance investment returns. The Company
exploits the advantages of its closed-end structure by being fully
invested and by borrowing against its assets. The Company
employs gearing to enable it to enhance total returns and to offer
shareholders a geared return on their investment. The Company
may borrow, to a limited extent, at floating rates ofinterest under
a prime brokerage facility; these borrowings arevariable and can
be repaid at any time.
Investment objectives and policy
The investment objectives of the Company are to achieve a
high,secure dividend yield on its investment portfolio and to
realise long-term growth in the capital value of the portfolio
forthe benefit of shareholders while taking care to preserve
shareholders’ capital. The Company’s assets are primarily
invested in the equity and equity-related securities of utility and
infrastructure companies in developed countries, although up
to10% of the portfolio may be comprised of investments in debt
securities and a significant portion of the portfolio may also be
comprised of holdings in cash or cash-equivalents from time
totime.
For the purposes of investment, utility companies are those
involved in the generation, transmission and distribution of
electricity including the production of electricity from renewable
sources; the transport, storage and distribution of gas; the
abstraction, treatment and supply of water and the treatment
ofwaste water; and the provision of environmental services such
as recycling and waste management. Infrastructure companies
are those that own and operate assets which are essential to
thefunctioning of developed economies and to economic
development and growth, notably transportation-related
assetssuch as roads, railways, ports and airports.
The portfolio is diversified with respect to geography and
sub-sectors of the global utility and infrastructure investment
universe. Whilst the portfolio is comprised principally of
investments in companies listed on recognised stock exchanges
in the UK, Continental Europe, the US, Canada and other OECD
(Organisation for Economic Co-operation and Development)
countries, the Company may invest up to 10% of the portfolio, at
the time of acquisition, in the securities of companies quoted on
recognised stock exchanges in non-OECD countries. The total of
the Company’s investments in the US may amount to 60% of the
portfolio and, with the approval of the directors, that limit may
beincreased to 70%. The limit for each other country is 40%
although it is highly unlikely that these limits will be reached.
Up to 15% of the portfolio may be comprised of investments
incollective investment vehicles, including UK investment
companies. The Company does not invest in any collective
investment vehicles managed by the Investment Manager
oritsaffiliates.
Other investment policy restrictions include:
• Single investments by the Company must not exceed 15%
of the portfolio;
• No unquoted investments, save for bond or derivative
instruments which are typically not listed;
• The Company does not invest in telecommunications
companies nor in companies which own or operate social
infrastructure assets funded by the public sector such
asschools, hospitals or correctional facilities; and
• No early stage listed companies which involve significant
technological or business risk.
These policy restrictions apply as at the time of investment. The
Company would, therefore, not be required to effect changes to
its investments owing to the appreciation or depreciation in the
value of any investment. The size of the Company’s holdings as
shown in the Ten Largest Holdings, the Portfolio Analysis and the
Portfolio Holdings on pages 8 to 11 and references to the size
ofpositions in the Company’s investment portfolio elsewhere
inthis annual report and accounts are expressed in terms of
totalinvestments.
Any material change to the Company’s investment policy
wouldbe subject to Financial Conduct Authority (“FCA”) and
shareholder approval.
Diversification
The portfolio of investments is diversified by geographical region,
sub-sector of the Company’s investment universe, regulatory
regime and company size. A description of the Company’s Ten
Largest Holdings and an analysis of its portfolio can be found
onpages 8 to 11.
The Company Governance Financials Company Information
13Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2024
Strategic Report
continued
Gearing
The maximum level of gearing utilised and the nature and term of
any borrowings are the responsibility of the directors. They have
authorised the Investment Manager to utilise gearing of up to
25%. Gearing is the amount of the Company’s borrowings less
cash, divided by net assets attributable to shareholders. Cash
includes the net amounts due from or owed to brokers. If the
Company’s gearing were to exceed 25% for any significant length
of time, the Investment Manager would take action to reduce
gearing by raising cash and repaying borrowings.
Borrowings provide a gearing effect on the NAV. When the
Company is geared, a change in the value of the Company’s
investment portfolio will cause its NAV to change by a larger
percentage amount.
Due to the increase in the NAV during the year, the effect of
gearing was positive for shareholders. Gearing averaged 11%
ofnet assets and it varied between 6.6% and 15.1%.
As at 10 December 2024 the level of gearing was 14.1%
(14December 2023: 8.3%).
Currency exposure and hedging policy
The Company’s accounts are maintained in sterling but many of
its investments are denominated and quoted in currencies other
than sterling. Although the Company does not pursue a policy of
hedging such investments back into sterling, it may do so from
time to time, depending on market conditions. The Company’s
exposure to fluctuations in exchange rates is, to some extent,
mitigated by any borrowings in currencies other than sterling.
During the financial year ended 30 September 2024 the portfolio
was unhedged and, as such, the changes in currency exposure
during the year principally reflected portfolio changes.
Portfolio currency exposure was as follows:
% currency exposure 30 September 2024 30 September 2023
Sterling 13.5 12.8
US dollar 45.1 45.7
Euro 32.1 31.6
Hong Kong dollar 5.2 5.1
Canadian dollar – 0.9
Other currencies 4.1 3.9
Use of derivatives
The Company may make use of derivative instruments, such as
options, financial futures and contracts for difference, for the
management of risk within limits set by the directors. It is the
Company’s policy that the total exposure to such derivative
instruments (excluding such instruments entered into for cash
management purposes or to hedge the currency profile of the
portfolio) will not exceed 10% of the Company’s investments.
Total exposure is the sum of the investments comprising the
Company’s portfolio and, in the case of derivatives, the value
ofthe underlying securities adjusted for volatility.
The Company’s exposure to derivative instruments (excluding
such instruments entered into for cash management purposes
orto hedge the currency profile of the portfolio) was, at
30September 2024, and throughout the year, nil.
NAV and dividends
The Company’s NAV per share increased by 20.8% during the
financial year ended 30 September 2024 and by 25.9% on a total
return basis (which assumes the reinvestment of dividends paid).
Over the year, the share price increased by 18.9% and the total
return on a share, assuming reinvestment of dividends, was
24.8%. The Investment Manager’s Report beginning on page 5
reviews developments in financial markets and the Company’s
portfolio during the financial year.
Shortly after admission, the Company applied successfully
tocourt to cancel its share premium account to establish
distributable reserves, thereby enabling the Company
immediately to commence dividend distributions to shareholders.
On an ongoing basis, these distributable reserves are available to
augment the portfolio’s yield.
During the financial year, the Company paid quarterly dividends of:
Interim dividend
per share Financial year Payment date Dividend
Fourth 2023 30 November 2023 1.95p
First 2024 28 February 2024 2.05p
Second 2024 31 May 2024 2.05p
Third 2024 31 August 2024 2.05p
Based on the price of a share at the end of the financial year,
theannualised yield on a share was 4.2%.
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 202414
Key performance indicators
The Company’s directors meet regularly to review the performance
of the Company and its shares. Key performance indicators
(“KPIs”) used to assess the Company’s progress and itssuccess
inmeeting its objectives are set out in the table below. Please
also refer to Alternative Performance Measures on page63.
KPIs
As at or year ended
30 September 2024
As at or year ended
30 September 2023
Change in:
NAV per share
1
25.9% -8.6%
Share price
1
24.8% -21.9%
Discount to NAV at
year-end 12.1% 10.6%
Average discount to NAV
during the year 13.3% 3.3%
Revenue return per share 7.17p 7.01p
Dividends paid per share 8.10p 7.70p
Dividend yield 4.2% 4.7%
Dividend cover
2
88.5% 91.0%
Ongoing charges ratio 1.39% 1.27%
1. Total return, assuming reinvestment of dividends.
2. The dividend cover is the revenue return per share divided by the dividends
paid per share.
The performance of the Company’s portfolio is not measured
against an equity index benchmark. The Investment Manager’s
asset allocation process pays little attention to the country and
regional compositions of the main global utilities index and the
global listed infrastructure indices which are typically dominated
by utilities. The directors, therefore, review portfolio performance
against the most comparable global sector indices, the MSCI
World Utilities Index and the S&P Global Infrastructure Index
which serve as reference points, and segmental analyses to
understand the impact of asset and geographical allocations
andstock selection decisions on the Company’s overall
investment performance.
The directors also review the level of theshare price premium/
discount to NAV and the level and composition of ongoing
charges incurred.
As outlined in the Chairman’s Statement, portfolio performance
was strong during the year based on good stock selection and
inspite of weakness in foreign currencies relative to sterling.
Thediscount to NAV persisted, however, as it did for most
investment trusts.
Income from investments, as described in thestatement of
comprehensive income, decreased slightly (-0.4%) year-on-year.
Finance costs increased (+10.8%), while investment management,
administration and taxation (withholding taxes) expenses declined
by 4.2% overall. The revenuereturn per share therefore increased
by 2.3% to 7.17p. As the dividends paid during the year increased
by more than the net revenue per share, dividend cover declined.
The ongoing charges ratio increased to1.39% (from 1.27% last
year). Ongoing charges were almost unchanged, compared with
the prior year, but the average NAV was 7.1% lower (despite the
significant increase in the NAV by year-end), resulting in a higher
ongoing charges ratio. The ongoing charges ratio is calculated
inaccordance with AIC recommended methodology using the
charges for the year under review and the average NAV during
the year of £221,401,634 (2023: £238,323,460). From 1October
2024, a lower investment management fee came into effect which
will help to lessen ongoing charges.
Principal and emerging risks associated with the Company
The directors have carried out a robust assessment of the
principal and emerging risks facing the Company, including those
which could threaten its business model, future performance,
solvency and liquidity. The specific financial risks associated with
foreign currencies, interest rates, market prices, liquidity, credit,
valuations and the use of derivatives – which may or may not
bematerial to the Company – are described in note 16 to the
Financial Statements. The board conducts this assessment by
reviewing a detailed risk matrix on a regular basis. A full analysis
of the directors’ review of internal controls is set out in the
Corporate Governance Statement on page 28.
The principal risks, incorporating emerging risks, facing the
Company are summarised below along with, where appropriate,
the steps taken by the board to monitor and mitigate such risks.
Performance and market risk
The performance of the Company depends primarily on the
investment strategy, asset allocation and stock selection
decisions taken by the Investment Manager within the
parameters and constraints imposed by the Company’s
investment policy. The investment policy guidelines can only
bematerially changed by proposing an ordinary resolution at
aGeneral Meeting for shareholders’ approval. The Company
invests in securities which are listed on recognised stock
exchanges so it is regularly exposed to market risk and the value
of the Company’s portfolio can fluctuate, particularly over the
short term, in response to developments in financial markets.
The board has put in place limits on the Company’s gearing,
portfolio concentration, and the use of derivatives which it
believes to be appropriate to ensure that the Company’s
investment portfolio is adequately diversified and to manage
risk.The board meets formally at least four times a year with
theInvestment Manager to review the Company’s strategy and
performance, the composition of the investment portfolio and
the management of risk. The board examines the sources of
investment performance, which are described in attribution
analyses prepared by the Investment Manager for each meeting,
volatility measures, liquidity and currency exposure, and the
Company’s gearing. Investment performance could be adversely
affected by changes within the investment management team.
The board monitors these through regular dialogue with the
Investment Manager. The Investment Manager takes steps to
reduce the likelihood of such an event by ensuring appropriate
succession planning and the adoption of a team-based approach.
The Company Governance Financials Company Information
15Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2024
Strategic Report
continued
Protracted separation of NAV and share price
Whilst some investors may view the opportunity to purchase a
share of the Company at a discount to its NAV as attractive, the
volatility of the price of a share and the premium/discount adds to
the risks associated with an investment in the Company’s shares.
The directors review the level of the premium/discount on a
regular basis and will use their ability as granted by shareholders
to address any sustained or significant discount or premium to
NAV, as and when it is appropriate, through the repurchase or
issuance of stock. The repurchase of stock will be subject to,
butnot limited to, market conditions and availability of cash
resources.
Income risk
The Company is committed to paying its shareholders regular
quarterly dividends and to increasing the level of dividends paid
over time. The dividends that the Company can pay depend on
the income it receives on its investment portfolio, the extent of
itsdistributable reserves and, to a lesser extent, its level of
gearing and accounting policies. Cuts in dividend rates by
portfolio companies, a change in the tax treatment of the
dividends received by the Company, a significant reduction in the
Company’s level of gearing or a change to its accounting policies
could adversely affect the net income available to pay dividends.
The board monitors the net revenue forecast, including each
component revenue and expense line item, prepared by the
Administrator for quarterly board meetings. These are discussed
in some detail to assess the Investment Manager’s level of
confidence in the income growth profile of the portfolio and to
mitigate any risk of revenue shortfall relative to expectations.
The board applied successfully to cancel the Company’s share
premium account in November 2016 and the resulting special
reserve is available, when the board considers it appropriate,
toaugment the net revenue available to pay dividends to
shareholders.
Environmental, social and governance (“ESG”) considerations
ESG considerations and policies have become some of the most
critical issues confronting companies and their shareholders and
can have a significant impact on the business models, sustainability
and even viability of individual companies. These issues are a key
area of focus for the board, and theboard maintains a regular
oversight of the Investment Manager in this area.
ESG factor analysis is undertaken on all portfolio holdings and
prospective investments by the Investment Manager. Ina rapidly
changing environment surrounding sustainability and ESG, the
investment team works to determine the best practices to
incorporate into investment criteria and to make reporting
available to the market. As a long-standing specialist in the
Company’s sectors, the investment team actively engages with
portfolio companies in an effort to drive continuous improvement
in their sustainability practices and metrics. The board regularly
reviews the way ESG considerations are integrated into the
decision making process by the Investment Manager to mitigate
risk atthestock selection and portfolio levels.
Liquidity risk
Whilst the Company invests principally in highly liquid securities
listed on recognised stock exchanges in developed economies,
italso invests to a limited extent in securities traded in emerging
markets and in securities which are more thinly traded. As the
Company is a closed-end investment company it does not run
therisk of having to liquidate investments on unattractive terms
to meet redemptions by investors although it is exposed to price
risk; that is, that it will be unable to liquidate a position in a
thinlytraded security at the valuation at which it is carried in
theCompany’s accounts. It is also exposed to a risk that its
primebroker, Citigroup Global Markets Limited (“Citigroup”),
which provides a flexible borrowing facility, could request that
borrowings be repaid with three days’ notice. The board reviews
the liquidity profile of the Company’s portfolio on a regular basis.
The liquidity analysis regularly shows that, if required, 96% of the
portfolio could be liquidated within five business days assuming
trades to accomplish this accounted for up to 30% of average
daily trading volumes.
Cyber security risk
The threat of cyber-attack, in all guises, is regarded as at least
asimportant as more traditional physical threats to business
continuity and security. The Company’s third-party service
providers (including Redwheel, BNP Paribas, Apex (formerly
Maitland), Citibank and Computershare) have confirmed the
policies and procedures they have in place and their commitment
to alert the board to any breaches. Redwheel has a regularly
tested business continuity plan and cyber risk is covered within
its broad insurance cover.
Operational risks
Disruption to, or failure of, the Investment Manager’s dealing
system, the Depositary’s or Custodian’s records or BNP Paribas’
accounting systems may prevent accurate reporting and
monitoring of the Company’s financial position. The risk of fraud
or other control failures or weakness within these service
providers could result in losses to the Company.
In common with most other investment trusts, the Company
hasno executive directors, executive management or employees.
The Company delegates key operational tasks to third-party
service providers which are specialists in their fields: the
management of the investment portfolio to the Investment
Manager, Ecofin Advisors Limited during the financial year and
since 1 October Redwheel; the preparation and maintenance of
the financial statements and maintenance of itsrecords to the
Administrator and Company Secretary, BNP Paribas S.A. and
Apex Fund Administration Services (UK) Limited (formerly
Maitland Administration Services Limited), respectively; the
worldwide custody of the assets to Citigroup; and the safekeeping
and oversight services to Citibank UK Limited (“Citibank”) as
Depositary. The board reviews the performance of these
third-party service providers and their riskcontrol procedures
ona regular basis as well as the terms onwhich they provide
services to the Company.
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 202416
Legal, regulatory and compliance risks
To qualify as an investment trust, the Company must comply
withSection 1158 of the Corporation Tax Act 2010 (‘Section 1158’).
Details of the Company’s approval are given under Status on
page20. Were the Company to breach Section 1158, it may
loseinvestment trust status and, consequently, gains within
theCompany’s portfolio would be subject to capital gains tax.
TheSection 1158 qualification criteria are continually monitored
by the Administrator and the results reported to the board
regularly. The Company must also comply with the provisions
ofthe Companies Act 2006 and, since its shares are listed on
theLondon Stock Exchange, the FCA Listing Rules, Market Abuse
Regulation (‘MAR’), Disclosure Guidance and Transparency
(‘DTRs’), and, as an investment trust, the Alternative Investment
Fund Managers Directive (‘AIFMD’). A breach of the Companies
Act could result in the Company and/or directors being fined or
the subject of criminal proceedings. Breach of the FCA Listing
Rules or DTRs could result in the Company’s shares being
suspended from listing, which in turn would breach Section 1158.
The board relies on the services of its Company Secretary, the
Investment Manager and its professional advisers to ensure
compliance with the Companies Act 2006, the FCA Listing Rules,
DTRs, MAR and AIFMD.
The following risks have also been identified as important in our
risk assessment.
Other risks
In the opinion of the directors, an investment in the shares of
theCompany entails a greater than average degree of risk, in the
context of the investment trust industry, because the Company
employs gearing, as explained on page 14. In addition to the risks
borne by the Company described above, investors in the shares
of the Company are exposed to risks due to the investment policy
(described on page 13) of the Company. These are risks that
cannot be mitigated without changing the investment policy.
Gearing and capital structure
The board has authorised the Investment Manager to utilise
gearing, in the form of borrowings under the Company’s prime
brokerage facility, although the gearing is not structural in nature
and can be reduced at any time. Whilst the use of gearing will
enhance the NAV per share when the value of the Company’s
assets is rising, it has the opposite effect when the underlying
asset value is falling. In the event that the prime brokerage facility
were to be renegotiated or terminated, the Company might not
be able to finance its borrowings on as favourable terms.
Non-OECD or emerging markets
The Company’s policy on diversification, noted on page 13,
permits the Investment Manager to invest up to 10% of its
investments, measured at the time of acquisition, in the securities
of companies incorporated in countries which are not members
of the OECD – such as emerging markets – and quoted on stock
exchanges in such countries. Investment in emerging markets
may involve a higher degree of risk and expose the Company to,
among other things, less well developed legal and corporate
governance systems, a greater threat of unilateral government
action with respect to regulation and taxation, and a higher risk
ofpolitical, social and economic instability than an investment
indeveloped, OECD markets. These risks are mitigated through
diversification and fundamental analysis.
Foreign exchange risk
As noted in the investment policy on page 14, the Company’s
Financial Statements are prepared in sterling and its shares are
denominated in sterling. Many of the Company’s investments,
however, are denominated in currencies other than sterling and,
as a result, the value of the Company’s investment portfolio is
exposed to fluctuations in exchange rates. Although the Company
may hedge non-sterling exposure from time to time, it is not the
Company’s policy to try to minimise or eliminate foreign exchange
risk as over the long term this could restrict the investment returns
potentially available to sterling-based investors in international
securities. There is a risk that the NAV will be depressed, therefore,
ifsterling appreciates significantly against foreign currencies.
Political risk
The board has considered the political uncertainties prevailing
inthe US, in view of President Trump’s re-election, and the rest
ofthe world and the risks associated with potential changes to
regulations, laws and/or taxes. The board continues to believe
that the Company’s strategy of investing in an internationally
diversified portfolio of companies is the correct model to achieve
its investment objectives.
The Company Governance Financials Company Information
17Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2024
Strategic Report
continued
Viability statement
The UK Financial Reporting Council (“FRC”) maintains the UK’s
Corporate Governance Code (the “Code”) to promote high
qualitycorporate governance and reporting. Under the Code,
thedirectors are required to state that in their opinion the
Company’s resources are adequate for it to continue in
businessfor at least twelve months from the date of the
FinancialStatements and, therefore, it is appropriate that the
Financial Statements be prepared on a going concern basis.
Thisstatementappears on page 22 in the Directors’ Report.
In accordance with provision 31 of the 2018 Code, the directors
arealso required to assess the prospects for the Company over
alonger period than the twelve months referred to in the going
concern guidance and statement. The directors have elected to
review the viability of the Company for a five year period up to the
Annual General Meeting (“AGM”) of the Company to be held in
2029 principally because they consider that any investment in
theshares of the Company should be made on a medium to
long-term basis.
In assessing the viability of the Company over this five year
period, the board has performed a robust assessment of controls
over the principal risks. The board considers, on an ongoing basis,
each of the principal risks noted in the Strategic Report and
setout in note 16 to the Financial Statements. The board has
evaluated scenarios of possible future circumstances, including
asignificant and prolonged fall in equity markets and a material
increase in expenses, and considered the latest assessment of
portfolio liquidity. The board monitors income and expense
projections for the Company, with most of the expenses being
predictable and modest in comparison with the assets of the
Company. A significant proportion of the Company’s expenses
are investment management fees based on the Company’s NAV
and these would decline proportionately if the market value of
the Company’s investments were to fall.
The Company was established with an unlimited life. At its AGM in
March 2024, shareholders voted on an ordinary resolution which
considered the continuation of the Company and overwhelmingly
approved it. Another continuation vote will be held no later than
March 2029.
Based on the above, their assessment of the nature of the
Company, its investment policy and financial resources, and with
careful consideration given to the current market situation, the
board has concluded that there is a reasonable expectation that
the Company will be able to continue to operate and meet its
liabilities as they fall due over the next five years.
Environmental, social and governance (ESG) policy
Your board believes that analysis of ESG factors is an essential
element of the investment management process and that
companies exhibiting good or improving ESG credentials are
morelikely to perform well over the longer-term. The Investment
Manager’s research process integrates traditional fundamental
analysis anda study of ESG factors which it believes may affect
stock valuations and shareholder value. Engagement and proxy
voting are integral parts of active management and a case-by-
case assessment is made for decisions relating to all proxies,
corporate actions and events relating to portfolio holdings.
Weendorse the Investment Manager’s active stewardship
approach and are pleased that it is a signatory of the United
Nations-supported Principles for Responsible Investment (“PRI”).
In the power sector, your Company’s strategy is to invest
predominantly in companies investing to achieve their own or
government targets for emissions reductions and greener grids
and eventually decarbonisation. The portfolio is oriented,
therefore, toward clean generators and suppliers of electricity,
and we expect that it will be cleaner in terms of carbon emissions
(tons of CO
2
emitted per megawatt hour of generation) than the
overall power sector (as measured by the MSCI World Utilities
Index). Please refer to page 7 for further detail about the
Investment Manager’s integration of ESG factors in its investment
approach and to page 21 for anoutline of the Investment
Manager’s stewardship policy.
The Company is an investment trust with no executive directors
or employees and no operating assets. Apart from the need for
directors to travel to board meetings, the Company has no direct
impact on the environment or on the communities in which it
carries on its investment activities.
Modern Slavery Act 2015
The Company does not fall within the scope of the Modern
Slavery Act 2015 and the directors consider the Company’s
suppliers, which are typically professional advisors, to be low risk.
Accordingly, a slavery and human trafficking statement has not
been included.
The board and composition
The board comprises four non-executive directors: two men and
two women. In accordance with best practice, all directors stand
for re-election annually. The board is attentive to the composition
of the board, its breadth of skills and its diversity. The board is
committed to ensuring that any vacancies arising are filled by the
most qualified candidates and recognises the value of diversity
inthe composition of the board. The board welcomes the FTSE
Women Leaders Review’s recommendations on gender diversity
on boards and the Parker Review’s recommendations with
respect to ethnic and cultural representation on UK boards.
Whilstthe board does not feel that it is appropriate to use
diversity targets, given its small size, the directors acknowledge
that diversity is important to ensure that the Company can
drawon a broad range of skills, knowledge, experience and
perspectives. Theappointment process therefore includes a
consideration of diversity generally, taking into account gender,
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 202418
social and ethnic backgrounds, cognitive and personal strengths
and experience.
The FCA Listing Rules require companies to report on whether
they have met certain targets on board diversity; these are that:
at least 40% of the individuals on the board are women; at least
one of the senior positions on the board is held by a woman; and
there is at least one director with an ethnic minority background.
As at 30 September 2024, the Company met the gender diversity
requirement as two out of four directors (50%) are women. The
board does not have a director with a minority ethnic background.
Susannah Nicklin is chair of the management engagement
committee and Joanna Santinon is chair of the audit committee.
Future prospects
The outlook for the Company is described in the Chairman’s
Statement on page 4 and the Investment Manager’s Report
onpage 5.
Section 172 statement
Section 172 of the Companies Act 2006 requires that a director
must act in the way he/she considers, in good faith, would be
most likely to promote the success of the Company for the
benefit of its members (i.e. shareholders) as a whole and, in
doingso, have regard (amongst other matters) to: the likely
consequences of any decision in the long term; the need to foster
the Company’s business relationships with suppliers, customers
and others; the impact of the Company’s operations on the
community and the environment; the desirability of the Company
maintaining a reputation for high standards of business conduct;
and the need to act fairly as between members of the Company.
The board ensures that it promotes the success of the Company
by engaging the Investment Manager and other specialist
third-party suppliers with appropriate performance records,
resources and controls in place to deliver the services that the
Company requires. Their performance is monitored by the board
and its committees, which have oversight of the Company’s
operations. The principal supplier is the Investment Manager,
inparticular the investment management team responsible for
managing the Company’s assets in order to achieve its stated
investment objectives. The board maintains a good working
relationship with the Investment Manager, which also provides
administrative support and promotes the Company through its
marketing and investor relations efforts. Whilst strong long-term
investment performance is essential, the board recognises that
for an investment vehicle to be sustainable over the long term,
both it and the Investment Manager must have regard to ESG
issues that impact society at large. Environmental, social and
governance considerations are fully integrated in the Investment
Manager’s investment process; please refer to page 7.
The directors confirm that they have considered their duty under
Section 172 when making decisions during the financial year
under review. The directors have considered this duty when
making strategic decisions that impact shareholders, including
the basis of allocation of management and finance expenses,
thedividend policy and the issue of new shares.
The board regularly monitors the shareholder profile of the
Company. Please refer to page 28 for details of communication
with shareholders. The board also widely consults with its
advisers when considering key decisions.
The key decisions taken by the directors during the year under
review are set out below.
Strategy
The Chairman’s Statement on page 4 and the Investment
Manager’s Report on pages 5 to 6 include details of the
Company’s strategy, portfolio activity and performance during
the year under review. This Strategic Report on pages 13 to 19
also describes the investment strategy undertaken by the
Investment Manager.
These strategic decisions contribute to the long-term success
ofthe Company and are communicated to investors so they may
make personal investment decisions.
Dividends
In accordance with the Dividend Policy approved by shareholders
and explained on page 20, quarterly dividends were paid in
November 2023 and February, May and August 2024.
Last year, the board increased the quarterly dividend rate to
2.05p per share. The board has carefully considered the dividend
level and, following review of the relevant factors, decided to
increase the quarterly rate to 2.125p, starting from the dividend
payable in February 2025.
Repurchase of shares
Despite the strong performance of the NAV and our ongoing
efforts to raise appreciation of the Company’s investment
universe and strategy across a wider audience, the shares
continued to trade at a discount to NAV during the year.
Thiswastypical for most investment trusts. The Company
therefore continued to repurchase shares, buying back a total
of5.8 million during the year. The board keeps the discount
management policy under careful review, in the interest of
allshareholders.
On behalf of the board
David Simpson
Chairman
16 December 2024
The Company Governance Financials Company Information
19Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2024
Directors’ Report
The directors serving at the year-end present their annual report
and accounts together with the audited Financial Statements of the
Company for the year ended 30 September 2024. The directors
serving during the year were Max King, SusannahNicklin,
JoannaSantinon, Iain McLaren (retired 6 March 2024) and
DavidSimpson.
Information disclosed in the Strategic Report
The following matters required to be disclosed in this report
under the Large and Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2008 are covered in the
Chairman’s Statement, the Investment Manager’s Report and
theStrategic Report on pages 4 to 19: the Company’s objectives,
policies and financial risk management, the Company’s exposure
to risks and its prospects, as well as important events affecting
the Company since the year-end.
Status
The Company was incorporated in England and Wales as a public
limited company and is domiciled in the UK. It is an investment
company as defined by Section 833 of the Company’s Act 2006
(the “Act”) and the Company’s ordinary shares are listed on the
London Stock Exchange.
The Company has been approved by HM Revenue & Customs
(“HMRC”) as an investment trust in accordance with Section 1158
Corporation Tax Act 2010 (“CTA”). In the opinion of the directors it
continues to meet the eligibility criteria to qualify as an investment
trust. As an investment trust, the Company is exempt from capital
gains tax and, given the Company’s current portfolio, its shares
are eligible for inclusion in an Individual Savings Account.
Results and dividends
The net assets of the Company attributable to ordinary shares as
at 30 September 2024 were £243,231,000 (30 September 2023:
£211,977,000). The results for the Company are reviewed in the
Chairman’s Statement on page 4 and the Investment Manager’s
Report on page 5 and set out in the Financial Statements on
pages 41 to 44.
The net return of the Company which was available for dividend
payments on ordinary shares for the yearended 30 September
2024 amounted to £8,094,000 (30 September 2023: £8,019,000).
The Company is able to supplement the revenue account
withreserves of distributable capital and it did so during the
financial year.
Dividend policy
Consistent with prior years, the board believes that a relatively
high level of income from aglobal specialist equity fund should
provide an appealing investment proposition for investors.
TheCompany targets adividend yield of 4per cent on net assets
using, if appropriate, gearing and reserves to augment the yield
on the portfolio. TheCompany pays dividends to shareholders on
a quarterly basis, payable on the last business day of February,
May, August and November each year.
In accordance with best practice, the board will be seeking
shareholder approval of this dividend policy, and a resolution will
be put to shareholders at the forthcoming AGM. In respect of the
year ended 30 September 2024, an interim dividend of 1.95p per
ordinary share was paid on 30 November 2023, and 2.05p per
ordinary share was paid on 28 February 2024, 31 May 2024 and
30 August 2024. Subsequent to the year-end, an interim dividend
of 2.05p per ordinary share was paid on 30 November 2024. The
directors are not proposing the payment of any final dividend for
the year ended 30 September 2024 (final dividend for the year
ended 30 September 2023: nil).
Year ended
30 September 2024
£’000
Year ended
30 September 2023
£’000
Revenue reserves
atbeginning of year – –
Revenue available
fordividends 8,094 8,019
Transfer from special
reserve for dividends 1,050 770
Dividends paid 9,14 4 8,789
Share capital
The issued share capital of the Company as at 30 September
2024 comprised 109,721,598 (2023: 115,495,663) ordinary shares.
At General Meetings of the Company, holders of ordinary shares
are entitled to one vote per person on a show of hands and one
vote per share on a poll. They are entitled to such dividends as
the directors may from time to time declare and to participate
inthe Company’s capital growth. On a winding-up, after settling
amounts due to creditors, ordinary shareholders are entitled
toany remaining assets.
There are no restrictions on transfers of the ordinary shares nor
special rights regarding control of the securities. Neither the
Company nor the directors are aware of any agreements or
arrangements with or between shareholders which restrict the
transfer of shares, or which would take effect, alter or terminate
in the event of a change of control of the Company.
Despite strong NAV performance and concerted efforts to raise
appreciation of the Company’s investment universe and strategy
amongst a wider audience, the shares traded at a discount to NAV
during the year. As a result, the Company continued to repurchase
shares at a discount to NAV. A further 1,596,136 shares were
repurchased subsequent to the year-end and up to 10 December
2024 at a discount to NAV.
20 Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2024
Management agreement
Ecofin Advisors Limited (Ecofin) was appointed to provide
discretionary fund management services to the Company under
an Investment Management Agreement (“IMA”) dated 6 July 2016
and amended by side letters (31 August 2016, 28 June 2018) and
supplemental agreements (13 December 2018, 16 June 2021,
6August 2024). The IMA provided for an investment management
fee equal to 1.0% per annum of the Company’s netassets up
to£200 million and 0.75% per annum inexcess of £200million,
calculated and payable quarterly in arrears. Details of the fees
paid to Ecofin during the financial year are given in note 3 to
theFinancial Statements. In accordance with the Alternative
Investment Fund Managers Directive (“AIFMD”), the board
appointed Ecofin Advisors Limited as the Company’s Alternative
Investment Fund Manager (“AIFM”).
As announced by the Company on 12 July 2024, RWC Asset
Management LLP, a limited liability partnership incorporated in
England and Wales (“Redwheel”), purchased certain assets of
Ecofin in a transaction which completed 30 September 2024.
Pursuant to a novation agreement dated 30 September 2024
made between the Company, Redwheel and Ecofin, the parties
agreed to novate the management agreement dated 6 July 2016,
as amended by side letters and supplemental agreements, with
the effect that Redwheel replaced Ecofin as the Company’s
investment manager and AIFM from 1 October 2024.
From 1 October 2024 a lower management fee also came into
effect. Redwheel is entitled to a fee of 0.90% per annum of NAV
on the first £200 million and 0.75% per annum of NAV exceeding
£200 million up to and including £400 million plus 0.60% per
annum of NAV exceeding £400 million.
The Remuneration Code of the Alternative Investment Fund
Managers Directive (“AIFMD”) requires the Company’s Alternative
Investment Fund Manager (“AIFM”) to supply the following
information in respect of the remuneration paid to relevant staff.
For the Company’s financial year, the total amount of remuneration
paid by the AIFM, Ecofin Advisors Limited, to its staff was
£3,928,722 (2023: 4,988,101). This included £2,252,413
(2023:£2,280,731) in fixed remuneration and £1,676,309
(2023:2,707,370) in variable remuneration to 19 (2023: 18)
employees. The total remuneration of the seven members of
staffof the AIFM who were fully or partly involved in the activities
of the Alternative Investment Fund (AIF), Ecofin Global Utilities
and Infrastructure Trust plc, was £1,759,316 (2023: 1,890,986).
The proportion of the total remuneration of the staff of the AIFM
attributable to the AIF was 45% (2023: 38%). Ecofin’s professional
indemnity insurance policy complied with the enhanced
requirements of AIFMD. This information is unaudited.
The board has reviewed the performance of the Investment
Manager and believes that its continued appointment is in the
interests of the Company and shareholders. Such a review is
carried out on an annual basis.
Stewardship
Because of its industry knowledge and extensive company
research, the Investment Manager is granted discretion by the
directors to vote on the shares of investee companies. Theboard
reviews periodically the provisions of the FRC’s Stewardship Code
(September 2020) (the “Code”) and the Investment Manager’s
principles relating to engagement with issuers and their
management and proxy voting activities.
For the period under review, Ecofin Advisors Limited’s guidelines
for proxy voting applied. These were as set out within the Ecofin
Engagement Policy and stated:
• Ecofin will generally vote in favour of routine proposals
ormanagement initiatives if its view of the management
isfavourable;
• Ecofin will generally vote against management if there is aclear
conflict between a company’s management and the interests of
its shareholders; and
• Ecofin will generally vote in favour of a management change
ifitisdeemed likely to increase shareholder value. In all cases,
resolutions are evaluated on their individual merit and in
consideration of the Company’s investment objectives and policy.
Ecofin invests in a range of securities and jurisdictions. Whereit
invests on behalf of funds in single UK equities, this doesnot
constitute a majority of its business.
In future periods, the Ecofin team at Redwheel will continue to
have primary responsibility forengaging with investee companies
in all of the jurisdictions inwhich it invests, consistent with the
guidelines applicable to engagement and proxy voting set out
within the publicly available Redwheel Stewardship Policy.
Administration, borrowing, custody, depositary, company
secretarial and withholding tax recovery services
agreements
BNP Paribas S.A., formerly BNP Paribas Securities Services S.C.A,
is appointed as Administrator, effective from the admission of the
Company’s shares on 26 September 2016, and until April 2021
Company Secretarial services were delegated to BNP Paribas
Secretarial Services Limited. BNP Paribas Securities Services
provided noticeto the Company in October 2020 to terminate
Company Secretarial services and Apex Fund Administration
Services (UK) Limited, formerly Maitland Administration Services
Limited (‘Apex’) was appointed Company Secretary on 1 April
2021. Theagreements with BNP Paribas S.A. andApex may be
terminated on six months’ written notice.
The Company Governance Financials Company Information
21Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2024
The Company is required to appoint a depositary to provide
safekeeping and oversight services, and in 2016 the board
appointed Citibank Europe plc. A Depositary Services Agreement
between Citibank Europe plc, Ecofin and the Company was signed
on 14 September 2016 (novated to Citibank UK Limited (“Citibank”)
in June 2021) and stipulates that Citibank will receive an annual
fee of 3.75bps, charged on net assets, for Depositary services.
Inview of Redwheel’s acquisition of certain assets of Ecofin,
thisagreement was novated with effect from 1 October 2024.
TheDepositary Services Agreement may be terminated by either
party by giving at least 90 days’ written notice and in other
specified circumstances. Under the Depositary Services
Agreement, Citibank, as Depositary, can be instructed to transfer
the Company’s assets in connection with the prime brokerage
arrangement which is in place with Citigroup.
The Company has a prime brokerage facility with Citigroup
GlobalMarkets Limited (“Citigroup”) and benefits from a flexible
borrowing arrangement. Citigroup is also custodian of the
Company’s assets. As prime broker and custodian, Citigroup is
remunerated principally by the rates of interest charged on the
Company’s borrowings. The interest rate on borrowings under
thePrime Brokerage Agreement depends on the currency of the
borrowing but is generally 50 basis points over the applicable
benchmark rate. Citigroup introduced a minimum monthly fee
forits services, equivalent to $200,000 per annum, effective
1April 2022. The gearing isnot structural in nature and
borrowings can be repaid at any time. Citigroup also receives
remuneration for stock borrowing and transaction fees on each
trade settled. The Prime Brokerage Agreement may be terminated
by either party by giving three business days’ written notice.
The Company has an agreement with WTax UK Limited, signed
on16 June 2023, for the recovery of reclaimable withholding taxes
incurred. WTax charges a fee based on refunds successfully
recovered. After an initial period of two years, the agreement
maybe terminated by either party giving 90 days’ written notice.
Notifiable interests in the Company’s voting rights
At the end of the financial year the interests in the voting rights of
the Company, as notified to the Company or ascertained by the
Company in accordance with Chapter 5 of the FCA’s Disclosure
Guidance and Transparency Rules, were as follows:
As at 30 September 2024
Shareholder
Number of
voting rights %
Hargreaves Lansdown Asset Management 20,307,569 18.5
Interactive Investor Services Ltd 15,538,544 14.2
Canaccord Genuity Wealth Management (CI) 7,865,353 7.2
AJ Bell Securities Ltd 7,284,970 6.6
Saba Capital Management LP 5,624,217 5.1
On 28 November 2024, Jefferies Financial Group Inc. notified the
Company that it had acquired 5.002% of the voting rights of the
Company and on 3 December 2024 notified that it no longer had
a notifiable interest in the voting rights of the Company. No other
material changes to the above holdings have been notified.
Going concern
The Company has reviewed the guidance issued by the FRC in
order to determine whether the going concern basis should be
used in preparing the Financial Statements for the year ended
30September 2024. In doing so, the directors have carefully
reviewed the Company’s financial resources, its investment policy
and the risks associated with its business as an investment trust.
They have noted that the Company’s assets are liquid securities
traded on recognised stock exchanges and that its revenues
substantially exceed its expenses which are largely fixed and are
a small percentage of its net assets. The directors have evaluated
scenarios of possible future circumstances including a sharp and
prolonged decline in equity markets and concluded that revenues
should still amply exceed expenses. They have assessed the
liquidity characteristics of the portfolio in view of the Company’s
borrowing facility and circumstances which could require
repayment of funds at short notice.
The directors have concluded that the Company has adequate
resources to continue in operational existence for the foreseeable
future and has the ability to meet its financial obligations as they
fall duefor a period of at least twelve months from the date of the
approval of this report.
The directors are also required to assess the prospects of the
Company over a longer period than the outlook for the next
twelve months on which the going concern assumption is based.
This Viability Statement appears on page 18.
Companies Act 2006 disclosure requirements
The rules concerning the appointment and replacement of
directors are contained in Sections 154 to 169 of the Act and
theCompany’s articles of association. The rules concerning the
amendment of the articles are contained in Section 21 of the
Actand provide that a special resolution be passed at a General
meeting of the Company. The rules concerning the power to issue
or buy-back the Company’s shares are contained in Sections 549
to 657 and Sections 690 to 708 of the Act, respectively, and
withinArticles 4 and 43, respectively, of the Company’s articles
ofassociation.
No agreements exist to which the Company is a party that take
effect, are altered or terminated upon a change of control of
theCompany following a takeover bid; and no agreements
existbetween the Company and its directors providing for
compensation for loss of office that may occur because of a
takeover bid.
Directors’ Report
continued
22 Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2024
Greenhouse gas emissions
As an investment company, all the Company’s activities are
outsourced to third-party service providers and, as such, the
Company does not have greenhouse gas emissions to report
from its operations and it does not have responsibility for any
other emissions-producing entities under the Act (Strategic
Report and Directors’ Report) Regulations 2013. Further, for the
same reason, the Company considers that it is a ‘low energy user’
under the Streamlined Energy & Carbon Reporting regulations
and therefore a disclosure on energy and carbon emissions
isnotrequired. The Company has included a statement of how
the Investment Manager considers sustainability and ESG
matters on page 7 titled ESG Evaluation; this page also discusses
the portfolio’s carbon performance.
Independent Auditor
BDO LLP wasappointed as Auditor with effect from the 2021
AGM and re-appointed at the AGM in 2024. Resolutionswill be
proposed at the forthcoming AGM to re-appoint BDO LLP as
independent Auditor and to authorise thedirectors to determine
the Auditor’s remuneration for theforthcoming year.
Disclosure of information to Auditor
The directors, as at the date of approval of this annual report and
accounts, confirm that:
• to the best of their knowledge and belief, there is no relevant
audit information of which the Company’s Auditor is unaware;
and
• each director has taken all steps he ought to have taken
asadirector to make himself aware of any relevant audit
information and to establish that the Company’s Auditor
isaware of that information.
AGM
The Company’s Annual General Meeting (“AGM”) will be held
onWednesday 5 March 2024 at The Clermont, 101 Buckingham
Palace Road, London SW1W 0SJ at 3:00pm and will include a
presentation from the Investment Manager.
Shareholders who are unable to attend the AGM are encouraged
to use their proxy votes.
Details of the business of the AGM are set out in the Notice of
meeting on pages 56 to 57, amongst which the board is seeking
shareholders’ approval of the following resolutions as set out
below and overleaf.
Directors’ authority to allot shares
Resolution 10, to be proposed as an ordinary resolution, will
authorise the directors to allot unissued shares for general
purposes up to a nominal value of £356,814 (being one third
ofthe issued ordinary share capital of the Company (excluding
treasury shares) as at 10December 2024) or, if changed, the
number of ordinary shares which represents one third of the
issued ordinary share capital (excluding treasury shares) atthe
date the resolution is passed.
If resolution 10 is passed, the authority shall continue in force
until the earlier of the conclusion of the AGM of the Company
in2026 or 5 June 2026.
Disapplication of pre-emption rights
Resolution 11, being proposed as a special resolution, will
empower the directors to allot equity securities for cash,
otherwise than to existing shareholders, on a pro rata basis
orinaccordance with their rights (i) by way of a rights issue
(subject to certain exclusions), (ii) by way of an open offer or other
offer ofsecurities (not being a rights issue) in favour of ordinary
shareholders and (ifapplicable) holders of other relevant
securities of the Company in proportion to their shareholdings
(subject to certain exclusions), and (iii) (other than pursuant to
(i)and (ii)) up to an aggregate nominal value of £108,125 (being
approximately 10 per cent ofthe issued ordinary share capital
ofthe Company (excluding treasury shares) as at 10December
2024) or, if changed, the nominal value which represents 10 per
cent of the issued ordinary share capital atthedate the
resolution is passed.
This will provide flexibility to increase the assets of the Company by
the issue of new shares for cash should favourable opportunities
arise. Any issue of shares would be at prices which are not less
than the NAV attributable to those shares at the time of issue.
Under the Act, the Company may hold shares which it buys-back
into treasury and then sell or transfer them at a later date rather
than cancelling them. The Act requires such sales and transfers
tobe on a pre-emptive, pro rata basis to existing shareholders,
unless shareholders agree by special resolution to dis-apply such
pre-emption rights.
Accordingly, for the reason given above, in addition to giving the
directors power to allot unissued shares on a non-pre-emptive
basis, resolution 11 will, if passed, empower the directors to sell
or transfer any shares held in treasury on a non-pre-emptive
basis, subject to the overall limit described above; also, the shares
would not be transferred or sold at prices below the then
prevailing NAV for those shares at the time of transfer or sale.
If granted, the authority will continue in force until the earlier of
the conclusion of the AGM of the Company in 2026 or 5 June 2026.
The Company Governance Financials Company Information
23Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2024
Authority to purchase own shares
The board recommends the renewal of the Company’s existing
authority to make market purchases of its shares. Resolution 12,
to be proposed as a special resolution, will, if passed, authorise
the Company to make market purchases of up to 16,208,006
ordinary shares, which would represent approximately 14.99%
ofthe number of ordinary shares in issue (excluding treasury
shares) as at 10 December 2024.
At the date of this annual report and accounts, the Company still
had authority to buy-back up to 16,447,267 ordinary shares from
the authority granted to it by shareholders on 6 March 2024.
Purchases of shares will be made within guidelines established
from time to time by the board, but the board will only exercise
the authority if, in its opinion, it would be in the interests of the
Company generally to do so.
Under the FCA Listing Rules, the maximum price which may
bepaid for shares purchased pursuant to the share buy-back
authority must not be more than (a) 5% above the average of the
market values of the relevant class of shares for the five business
days before any purchase is made and (b) the higher of the price
of the last independent trade and the then prevailing highest bid.
Any shares so purchased may be cancelled or, if the directors
determine and subject to the provisions of the Act and any
applicable regulations of the FCA, be held as treasury shares.
Treasury shares are not entitled to voting rights nor any
distributions either by way of dividend or on a winding-up.
The authority, if granted, will continue in force until the earlier of
the conclusion of the AGM of the Company in 2026 or 5 June 2026.
Notice period for General Meetings
The Act, as amended by the Shareholders’ Rights Regulations,
increased the minimum notice required for General Meetings
from 14 days to 21 days unless shareholders authorise shorter
notice. Resolution 13 is proposed as a special resolution to grant
the Company the flexibility to call General Meetings, other than
AGMs, on not less than 14 clear days’ notice. AGMs will continue
to be held on at least 21 clear days’ notice. The shorter notice
period would not be used as a matter of routine as the board
recognises that shareholders should have ample time to consider
proposals being put to them, and it would only convene a General
Meeting on the shorter notice where the business of the meeting
was in the interests of shareholders generally and justified the
meeting being called on shorter notice. If granted, the approval
will be effective until the Company’s next AGM when a renewal of
the authority will be sought. In order to be able to call a General
Meeting on less than 21 clear days’ notice, the Company must
make a means of electronic voting available to all shareholders
forthat meeting.
Recommendation
The directors recommend that shareholders vote in favour of all
resolutions being put to the AGM, as they themselves intend to
do in respect of their own beneficial shareholdings.
Corporate governance
Information on the corporate governance of the Company is given
in the Corporate Governance Statement on pages 25 to 28 which
forms part of this Directors’ Report.
On behalf of the board
Apex Fund Administration Services (UK) Limited
Company Secretary
16 December 2024
Directors’ Report
continued
24 Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2024
Chairman’s introduction
Corporate governance is the process by which the board
looksafter the interests of shareholders and seeks to enhance
shareholder value. Shareholders delegate authority to the
directors to enable them to manage the Company, and hold
thedirectors responsible for the Company’s performance.
Theboard is ultimately responsible for setting the Company’s
strategy, ensuring itself that this and its culture are aligned,
andfor monitoring and managing the risks to which the
Companyisexposed. Good governance means managing
theCompany’s business well and engaging effectively with
shareholders, andtheboard is committed to doing so and to
maintaining highstandards of business integrity, transparency
and financial reporting.
The Company’s sole business is portfolio investment and in
common with most investment trust companies it has no
executive directors or management, no operating assets and
noemployees. The Company delegates the management of its
day-to-day activities to third-parties which are specialists in their
fields, the most important of which are the Investment Manager,
the Administrator and Company Secretary, the Custodian of the
Company’s assets and the Depositary. As a result, much of the
work of the board is the monitoring and supervision of the
services provided to the Company by these third-parties. The
division of responsibilities among these independent third-party
service providers is also a key element of the system of controls
the board uses to check and verify the information provided to it,
to protect the Company’s assets and to manage the risks to which
the Company is exposed.
As an investment trust whose shares are listed on the London
Stock Exchange, the Company has an obligation to comply with
the Code issued by the Financial Reporting Council (FRC) in
September 2018. Listed investment trusts, however, differ in
many respects from most other listed companies which are
trading companies. The Association of Investment Companies
(AIC) has its own reporting guidelines, theAIC Code of Corporate
Governance (the “AIC Code”), which theFRC recognises as an
appropriate reporting regime for investment trust companies.
The Code is available from the FRC’s website at www.frc.org.uk.
The AIC Code is available from the AIC’s website at
www.theaic.co.uk.
This statement of corporate governance forms part of the
Directors’ Report and explains how the board complies with
theCompany’s reporting requirements and how it performs
itsfunctions.
Corporate governance compliance statement
The board considers that the Company has complied with the
recommendations of the AIC Code and the provisions of the Code
published in 2018 that are relevant to the Company throughout
the year under review except as summarised and explained below.
The board believes that it has made the appropriate disclosures
in this annual report and accounts to ensure the Company
meetsits continuing reporting obligations. As noted above,
however, as the Company has no executive directors,
management or employees, not all the provisions of the Code
arerelevant to the Company. The requirement under the Code
that a UK company must maintain an internal audit function,
forexample, is not relevant to the Company as its day-to-day
operations are delegated to third-parties which have their own
internal audit functions; the audit committee does, however,
re-consider this requirement annually. The provision of the Code
relating to the roles of the chairman and chief executive officer
does not apply as the Company has no executive directors.
The board
The directors collectively have a duty to promote the long-term
success of the Company. The board currently comprises four
non-executive directors, all of whom are deemed to be
independent. In accordance with best practice and AIC Code
principles, the independence of the members of the board and
its chairman, David Simpson, has been considered as part of the
board evaluation process which is discussed on page 26 under
Performance evaluation. The board is independent of the
Company’s Investment Manager and the chairman is deemed
tobe independent by his fellow independent board members.
The board meets ordinarily at least four times a year to review
theCompany’s investments, performance and other matters of
relevance. Between these meetings, the directors are in regular
contact with the Investment Manager. The board has a schedule
of matters reserved for consideration which include decisions
relating to investment policy and strategy, gearing, the
repurchase and issue of shares, the appointment of directors,
and the entering into of material contracts. In addition, changes
to the Company’s capital structure, circulars to shareholders and
any significant changes in accounting policies require the prior
approval of the board. There is a clear division of responsibility
between the chairman, the directors, the Investment Manager
and the third-party service providers, and no one individual
hasunfettered powers of decision making. The chairman is
responsible for leading the board and ensuring its effectiveness
in all aspects of its role, promoting a culture of openness and
debate by facilitating the effective contribution of directors, and
for ensuring the directors receive accurate, timely and clear
information. The Investment Manager and the Company
Secretary liaise with the chairman prior to each meeting to
agreethe agenda content and papers to be submitted to the
board and committee meetings.
All directors have access to the advice and services of the
Company Secretary. The appointment and removal of the
Company Secretary is a matter for the whole board. Where
necessary, in the furtherance of their duties, directors may seek
independent professional advice at the expense of the Company.
Corporate Governance Statement
The Company Governance Financials Company Information
25Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2024
Directors’ appointment and tenure
The terms and conditions of the directors’ appointments are
setout in formal letters of appointment, copies of which are
available from the registered office of the Company during usual
business hours on any weekday. Details of the interests of the
directors and their remuneration are given in the Directors’
Remuneration Report on pages 29 and 30 and related party
disclosures are provided in note 19 on page 55.
The Company’s articles of association require that directors
standfor election at the first AGM following their appointment
and annually thereafter. In compliance with the AIC Code, which
recommends that directors should be submitted for re-election at
regular intervals, the directors submit themselves for re-election
annually. Max King, Susannah Nicklin, Joanna Santinon and
DavidSimpson will stand for re-election at the forthcoming AGM.
The board has considered the position of each of these
directorsas part of the evaluation process and believes it is in
theCompany’s best interests for each of them to be proposed
forre-election or election at the forthcoming AGM. They have
eachmade a significant commitment of time to the Company and
a material contribution to its governance while bringing unique
skills and knowledge to the discussions and deliberations of the
board. The directors’ biographies are shown on page 12 and
these summarise their respective business, financial and
investment experience.
The board believes it is appropriate for a director to serve up
to9years following their initial election, and it is expected that
directors will stand down from the board by the conclusion of
theAGM following that period.
Prior to his appointment to the board of the Company in
September 2016, David Simpson was a director of Ecofin Water
&Power Opportunities Plc (“EWPO”). The board is of the view that
the term of his directorship of EWPO should not be considered as
additional to the term of his directorship of the Company when
assessing his independence as a boardmember.
The proposal of directors for re-election is reflected in the notice
of AGM on page 56.
Performance evaluation
The board formally reviews its performance and the performance
of its committees on an annual basis. The annual review took
place following the end of the financial year and questionnaires
were used to allow directors to assess the performance of the
board, individual directors and the chairman and to make
recommendations about how the effectiveness of the board
might be improved. The performance of the chairman was
reviewed by the other directors and led by Susannah Nicklin.
Theresults of the review were discussed among the directors
andit was agreed that the composition of the board and its
committees reflected a suitable mix of skills and experience
andthat the board, as a whole, and its committees were
functioning effectively.
Conflicts of interest
The board has approved a policy regarding directors’ conflicts of
interest and a register of potential conflicts of interest has been
compiled and approved by the board. The directors have also
undertaken to notify the chairman and the Company Secretary as
soon as they become aware of any new actual or potential conflict
of interest that would need to be considered and approved by the
non-conflicted directors and added to the register. The register
isreviewed by the board at each board meeting. The board
canimpose limits or conditions when giving authorisation if
thedirectors consider this to be appropriate.
Induction and professional development
The Company has a full, formal and tailored induction programme
for new directors covering all the Company’s policies, practices
andstrategies. A new director is provided with all necessary and
relevant information about the Company, meets representatives
ofthe Investment Manager and, where appropriate, the Company’s
other third-party service providers and is offered any training
deemed necessary to fulfil their responsibilities and to familiarise
them with all aspects of the business. Throughout their time in
office, the directors are continually updated on the Company’s
business, the regulatory environment in which it operates and
other changes affecting the Company by its advisers through
written briefings and at board meetings. In addition, the chairman
reviews the training and development needs of each director
annually, as part of the evaluation process outlined above.
Directors’ & officers’ liability insurance
andindemnityprovisions
It is the Company’s policy to maintain directors’ and officers’
liability insurance at the Company’s expense. This was renewed
inOctober 2024.
As permitted by the Company’s articles of association, the
directors have the benefit of an indemnity, as defined by section
234 of the Companies Act 2006. It is the Company’s policy to
indemnify its directors in respect of costs or other liabilities which
they may incur in connection with any claims made against them
relating to their performance as directors or the performance of
the Company. These indemnities would provide additional financial
support if the level of cover provided by the directors’ and Officers’
liability insurance maintained by the Company were exhausted.
There is no cover against fraudulent or dishonest actions.
Meetings and committees
To enable the directors to discharge their duties, board
committees, with written terms of reference, have operated
throughout the year under review. The membership of each
committee is detailed below. Attendance at the meetings ofthe
various committees is restricted to members and those expressly
invited to attend. Apex Fund Administration Services (UK) Limited
acts as Company Secretary to each committee.
Corporate Governance Statement
continued
26 Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2024
Copies of the terms of reference of all committees are available
from the Company Secretary at the registered office of the
Company and on the Investment Manager’s website,
www.redwheel.com/uk/en/individual/ecofin-global-utilities-
and-infrastructure-trust-plc/.
Audit Committee
The audit committee comprises Joanna Santinon as chair,
MaxKing, Susannah Nicklin and David Simpson. It is the
responsibility of the audit committee to ensure that the Company
maintains the highest standards of integrity and financial
reporting. As David Simpson is independent and provides
significant input at meetings of the audit committee, theboard
considers it desirable for him to be a member of that committee
notwithstanding provision 29 of the AlC Code.
Further information on the audit committee is given in the Report
of the Audit Committee on page 32.
Management Engagement Committee
The independent directors act as the management engagement
committee and review the performance of all third-party
serviceproviders, their terms of appointment and remuneration.
The committee meets at least annually. The committee was
chaired by David Simpson until 19 December 2022 when
SusannahNicklin assumed the chair. The committee conducts
aformal evaluation of the Investment Manager on an annual
basis. The evaluation includes the consideration of the
investment strategy and process of the Investment Manager and
its overall service to the Company and shareholders. As a result
of the evaluation process, the board, having been advised by
themanagement engagement committee, is satisfied that the
continuing appointment of the Investment Manager is in the
interests of shareholders as a whole.
Nomination Committee
The board as a whole fulfils the role of nomination committee.
Theboard is relatively small and comprises only non-executive
directors and therefore a separate committee is not considered
necessary. Further information on the board’s policy on the
appointment of new directors as well as board composition
andtenure is set out on pages 18 and 19 of the Strategic Report.
Remuneration Committee
In accordance with best practice and the AIC Code, the board
hasestablished a remuneration committee which, due to its small
size, comprises thewhole of the board. It meets at leastannually
to consider directors’ remuneration in future years. TheDirectors’
Remuneration Report, including the remuneration policy report,
is set out on pages 29 to 31.
A schedule of directors’ attendance at board and committee
meetings during the year ended 30 September 2024 is
shownbelow:
Board
Audit
Committee
Management
Engagement
Committee
Remuneration
Committee
Number of
scheduled
Meetings 4 3 1 1
Attended by:
Max King 4 3 1 1
Iain McLaren
1
2 2 1 1
Susannah Nicklin 4 3 1 1
Joanna Santinon 4 3 1 1
David Simpson 4 3 1 1
1. Retired 6 March 2024.
In addition to the above, a number of ad hoc meetings of the
directors were held during the year ended 30 September 2024
tocover procedural matters and formal approvals.
Delegation of responsibilities
A key element of the system of controls adopted by the board
isthe employment of third-parties to provide services to the
Company, and the establishment of clearly defined responsibilities
and reporting procedures both between the board and those
third-parties and amongst the third-parties themselves.
The board has contractually delegated management of the
Company’s investment portfolio to the Investment Manager.
TheInvestment Manager does not, however, have custody of the
Company’s assets as they are held by Citigroup asindependent
custodian and with whom the Company has a prime brokerage
agreement. The day-to-day accounting and administration of the
Company are undertaken by BNP Paribas S.A. and company
secretarial services are provided by Apex Fund Administration
Services (UK) Limited.
The Investment Manager attends each board meeting, enabling
the board to assess the Investment Manager’s performance and
to review its investment strategy. Please refer to the section titled
Performance and market risk on page 15 of the Strategic Report
which outlines the reporting provided by the Investment Manager
to the board in advance of formal meetings and on an ad hoc
basis. The board does not consider it necessary to obtain an
independent appraisal of the Investment Manager’s services.
The Company Governance Financials Company Information
27Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2024
Internal controls
The board confirms that there is an ongoing process for
identifying, evaluating and managing those risks that are
significant for the Company. A robust assessment of the principal
and emerging risks faced by the Company as summarised in the
Strategic Report on pages 15 to 17 and in note 16 to the Financial
Statements has been carried out. This risk management process
reflects the direction provided bythe FRC’s Guidance on Risk
Management, Internal Control and Related Financial and Business
Reporting issued in September 2014, and which was in place
during the year ended 30 September 2024 and up to the date
ofsigning of this annual report and accounts.
The board has ultimate responsibility for the internal controls
adopted by the Company and for reviewing their effectiveness.
The Investment Manager, the Prime Broker and Custodian and
the Administrator each has its own system of internal controls
and prepares reports on its systems which are available to the
board. At least annually, the Prime Broker and Custodian and the
Administrator have their systems of internal controls formally
reviewed by an independent external auditor and these reports
on the effectiveness of their internal controls are provided to
theInvestment Manager which reviews them on behalf of the
board and makes them available to the board as required. The
Investment Manager is in regular contact with the Prime Broker
and Custodian and Administrator and reviews their performance
with the board on a regular basis. The Company Secretary would
also report any breaches of law and regulation if they arose.
The system of controls the board has adopted is designed to
manage, rather than to eliminate, the risk that the Company will
be unable to meet its business objectives and can provide
reasonable, but not absolute, assurance against material
misstatement or loss. The board monitored and reviewed the
operation and effectiveness of the Company’s system of internal
controls and risk management during the year under review and
assesses and manages the Company’s key risks on an ongoing
basis. The audit committee has established a framework to
provide it and the board with reasonable assurance as to the
effectiveness of the internal controls operated by third-party
service providers.
The Company does not have a whistleblowing policy in place.
TheCompany delegates its main functions to the Investment
Manager and third-party service providers who do have such
policies in place and these policies have been reviewed by the
audit committee during the year.
During the review of the system of internal controls, the board
has not identified or been advised of any significant failings or
weaknesses.
Bribery and tax evasion prevention
The provision of bribes of any nature to third-parties, in order to
gain a commercial advantage, and tax evasion are prohibited by
law and are criminal offences. The board has zero tolerance for
bribery and is dedicated to ensuring the Company’s business is
conducted in a fair, honest and open manner. The Company has
adopted an anti-bribery policy and the Company’s service
providers also have anti-bribery policies in place. Further, the
board has zero tolerance for tax evasion and is committed to
compliance with anti-tax evasion legislation including, but not
limited to, the Criminal Finances Act 2017.
Communication with shareholders
The board aims to ensure that shareholders are kept informed of
developments in the Company’s business through its published
interim and annual report and accounts. This information is
supplemented by the publication of monthly newsletters which
are announced to the London Stock Exchange and are available
on the Investment Manager’s website.
Communication with shareholders is given a high priority by
theboard and on its behalf the Investment Manager maintains
regular contact with shareholders and prospective investors and
makes the board fully aware of their views. The chairman and
directors make themselves available as required to support
thesediscussions and to address shareholders’ queries.
The board supports the principle that, in usual circumstances,
the AGM be used to communicate with investors, and all
shareholders are encouraged to attend and vote at the meeting.
Directors are available at the AGM to discuss issues affecting the
Company. It is the intention of the board that the annual report
and accounts for the year ended 30 September 2024 and the
Notice of AGM be issued to shareholders so as to provide at
leasttwenty working days’ notice. Shareholders wishing to lodge
questions in advance of the AGM are invited to do so by writing
tothe Company Secretary by email to cosec@apex.com
A summary of all proxy voting on all resolutions will be made
available on the Investment Manager’s website following
themeeting.
FCA Disclosure Guidance and Transparency Rules
Other information required to be disclosed pursuant to the FCA
Disclosure Guidance and Transparency Rules can be found in the
Directors’ Report on page 20 and the Directors’ Remuneration
Report on page 29.
For and on behalf of the board
David Simpson
Chairman
16 December 2024
Corporate Governance Statement
continued
28 Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2024
Introduction
The board presents the Directors’ Remuneration Report (the
“Remuneration Report”) for the year ended 30 September 2024
which has been prepared in accordance with the requirements of
Schedule 8 of the Large and Medium Sized Companies andGroups
(Accounts and Reports) Regulations 2008 (the “Regulations”), as
amended, by the Act and the relevant FCA Listing Rules.
The Remuneration Report includes a remuneration policy report
which must be approved by a binding shareholder vote at least
every three years, or less if the Company wishes to change its
remuneration policy. The remuneration policy report, which was
approved by shareholders on 6 March 2024 at the Company’s AGM,
is set out below and includes the table entitled “Component parts
ofthe directors’ remuneration”.
This Remuneration Report also includes an annual report on
remuneration implementation which is put to an advisory
shareholder vote annually.
The Company’s Auditor is required to report on certain information
within this Remuneration Report. Where information set out below
has been audited, it is indicated as such. The Auditor’s opinion is
included within the Independent Auditor’s Report on page 35.
Remuneration policy report (unaudited)
In accordance with best practice and the AIC Code, the board
hasestablished a separate remuneration committee which meets
at least annually to consider remuneration of directors in future
years. The remuneration committee operates within clearly
defined terms of reference, which are reviewed annually, and is
chaired by Max King with the other members of the committee
comprising the other independent non-executive directors,
beingSusannah Nicklin, Joanna Santinon and David Simpson.
The maximum aggregate remuneration of the Company’s
directors is set out in the Company’s articles of association and
currently amounts to £200,000 per annum. Subject to this limit,
the remuneration committee takes a number of factors into
consideration when reviewing the level of directors’ fees.
Theseinclude the time spent on the Company’s affairs, the
responsibilities borne by the directors and the rate of inflation
since any previous increase in directors’ pay. The Company’s
policy is that fees payable to directors should be sufficient to
motivate and retain candidates of a high calibre to deliver the
Company’s strategy. The remuneration committee also takes into
account the level of directors’ pay at other investment trusts of
similar size which invest globally, as the Company does, in order
to be able to attract new directors with appropriate experience
and knowledge. The remuneration committee has not used
remuneration advisors during the year under review.
Directors’ Remuneration Report
It is the Company’s policy that no director shall be entitled to any
benefits in kind, performance-related pay, share options, medical or
life assurance, pensions or other retirement benefits. No director
has a service contract with the Company or is entitled to
compensation for loss of office. The Company does, however,
reimburse any reasonable travel or similar expenses incurred by
directors in connection with the performance of their duties as
directors. The terms and conditions of appointment of the directors
are set out in a letter of appointment and these are available for
inspection at the registered office of the Company during normal
business hours. A director may resign by providing notice in
writing to the board at any time; there is no fixed notice period.
The chairman’s and non-executive directors’ remuneration is fixed at
annual rates, and there are no other scenarios where remuneration
would vary. Please also refer to “directors’ appointment and
tenure” on page 26 in the Corporate Governance Statement.
Component parts of the directors’ remuneration
Year ended
30 September 2024
Year ended
30 September 2023
Chairman of the board £42,500 £40,000
Chairman of the
Audit committee £35,000 £33,500
Non-executive director £30,000 £29,000
1. The Company’s policy is for the chairman of the board and the chairman of
the audit committee to be paid higher fees than other directors to reflect
their more time-consuming roles.
2. Directors’ fees are paid up to the date of termination of their appointment,
with no exit payments or compensation for loss of office payments
applicable.
3. As the Company has no employees, there are no comparisons to be made
between this directors’ remuneration policy and a policy on the
remuneration of employees.
4. Directors are entitled to claim expenses in respect of duties undertaken in
connection with the management of the Company.
5. Fees are paid quarterly in arrears.
6. Fees are reviewed on an annual basis.
Annual report on remuneration
This report sets out how the directors’ remuneration policy was
implemented during the year ended 30 September 2024.
The remuneration committee reviews the fees paid to directors
on an annual basis. A decision was taken to increase directors’
fees with effect from 1 October 2024 to the following levels:
chairman of the board, £44,000; chair of the audit committee,
£36,250: and non-executive directors, £31,000. Therises given
reflect the increase in the Consumer Prices Index for the financial
year, increments for the chairman of the board and the chair of
the audit committee to reflect increased levels ofwork, and to
bring pay closer to the median of similar investment trusts.
The Company Governance Financials Company Information
29Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2024
Directors’ Remuneration Report
continued
Directors are only entitled to fees at such rates as are determined
by the remuneration committee from time to time. No director
isentitled to any other form of monetary payment or any assets
ofthe Company. Accordingly, the single figure for the total
remuneration of each director set out in the table overleaf does
not include any of these items or their monetary equivalents.
Single figure for total remuneration of each director (audited)
The directors who served during the year under review received
the following emoluments:
Directors
Year ended
30 September 2024
Year ended
30 September 2023
Fees
£
Taxable
benefits
1
£
Total
£
Fees
£
Taxable
benefits
1
£
Total
£
Max King 30,000 – 30,000 29,000 – 29,000
Iain McLaren
2
15,159 – 15,159 33,500 – 33,500
Susannah Nicklin 30,000 – 30,000 29,000 – 29,000
Joanna Santinon
3
34,366 – 34,366 1,509 – 1,509
David Simpson 42,500 – 42,500 40,000 – 40,000
1. Taxable benefits refer to travel costs.
2. Retired 6 March 2024.
3. Appointed 12 September 2023.
None of the fees referred to in the table herein were paid to
anythird-party in respect of the services provided by any of
thedirectors.
Annual percentage change in directors’ remuneration (unaudited)
The following table sets out the annual percentage change
indirectors’ fees (excluding expenses paid) for each director
forthe last four years:
Director name
Year to 30 September
2024 2023 2022 2021
Max King 3.5% 10.5% 2.9% 2.0%
Iain McLaren
1
-54.8% 12.6% 3.5% 2.7%
Susannah Nicklin 3.5% 10.5% 2.9% n/a
Joanna Santinon
2
2,177.4% – – –
David Simpson 6.3% 13.5% 3.7% 3.0%
1. Retired 6 March 2024.
2. Appointed 12 September 2023.
Performance (unaudited)
The graph below compares the Company’s NAV and price per
ordinary share, on a total return basis (assuming reinvestment
ofdividends), with the performance of an investment in the MSCI
World Utilities Index and the S&P Global Infrastructure Index,
also in sterling terms and assuming reinvestment of dividends,
forthe period since admission. These indices are deemed
appropriate given the specialised, global nature of the Company’s
investment remit. The data has been rebased to 100 as at
admission on 26 September 2016.
320
260
200
140
09/2022
09/2024
09/2023
80
09/2021
09/2019
09/2018
09/2017
09/2020
09/2016
MSCI World Utilities Index (total return in £)
S&P Global Infrastructure Index (total return in £)
Ordinary Share NAV (total return)
Ordinary Share Price (total return)
Source: Bloomberg, Redwheel
30 Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2024
Relative importance of spend on pay (unaudited)
To enable shareholders to assess the relative importance of
spend on directors’ remuneration, the table below shows the
Company’s total income and net return as well as the amount of
the Company’s income spent on directors’ fees and dividends
paid to shareholders.
Year ended
30 September
2024
£’000
Year ended
30 September
2023
£’000
Directors’ fees 152 133
Dividends paid
to shareholders 9,14 4 8,789
Total income 11,775 11,822
Net return after tax 50,278 (20,260)
Directors’ shareholdings and share interests (audited)
Neither the Company’s Articles of Association nor the directors’
letters of appointment require any director to own shares in
theCompany. The interests of the directors and their connected
persons in the equity securities of the Company are shown in
thetable below:
Director
Ordinary shares
30 September
2024
30 September
2023
Max King 50,000 30,000
Iain McLaren
1
– 26,840
Susannah Nicklin 20,170 15,129
Joanna Santinon
2
20,441 –
David Simpson 88,362 91,739
1. Retired 6 March 2024.
2. Appointed 12 September 2023.
On 3 December 2024 Susannah Nicklin acquired 7 shares at
1.92pper share by way of dividend reinvestment. At the latest
date practicable before publication, there have been no further
changes to the directors’ shareholdings since the year-end.
In addition to the directors’ shareholdings above, at
30September 2024, employees of Ecofin Advisors Limited and
related parties owned 464,877 shares, representing 0.42% of
theissued ordinary share capital of the Company (unaudited).
Shareholders’ views (unaudited)
The Company has not received any views from shareholders in
respect of the directors’ remuneration.
At the Company’s last AGM held on 6 March 2024, 21,396,228
(98.42%) of the votes cast were in favour of the resolution to
approve the annual remuneration report, 343,414 (1.58%) of
thevotes cast were against the resolution, and 3,475,009 votes
were withheld.
Statement of implementation of directors’ remuneration policy
The board does not envisage that there will be any significant
changes to the implementation of the directors’ remuneration
policy during the current financial year compared to how it was
implemented during the year ended 30 September 2024.
Annual statement by the director nominated by the board
The Company is an investment trust which invests globally in
specific industry sectors. The board believes, therefore, that the
remuneration of directors should be sufficient to attract and
retain individuals who are knowledgeable about the investment
trust industry and also may have special knowledge of the sectors
in which the Company invests, the issues it faces in investing
globally, and the risks to which it is exposed.
On behalf of the board, I, as chairman of the remuneration
committee, confirm that this Remuneration Report summarises,
as applicable, for the year ended 30 September 2024:
a) the major decisions on directors’ remuneration;
b) any substantial changes relating to directors’ remuneration
made during the year; and
c) the context in which those changes occurred and decisions
were taken (where appropriate).
Recommendation
The board considers the remuneration resolution to be proposed
at the forthcoming AGM is in the best interests of shareholders
asawhole. Accordingly, the board unanimously recommends
toshareholders that they vote in favour of resolution 2 in the
Noticeof Annual General Meeting, as they intend to do so in
respect of their own beneficial holdings.
For and on behalf of the board
Malcolm King
Chairman of the Remuneration Committee
16 December 2024
The Company Governance Financials Company Information
31Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2024
Report of the Audit Committee
As chair of the Company’s audit committee, I am pleased
topresent the committee’s report for the year ended
30September 2024.
The role of the committee
The audit committee operates within clearly defined terms of
reference, which are reviewed annually, and provides a forum
through which the Company’s external Auditor reports to
thedirectors.
The principal tasks of the committee are to consider the
appropriateness of the Company’s accounting policies, to review
the Company’s interim report and annual report and accounts
before recommending them to the board for approval, and
tooversee the external audit process. The committee also
recommends to the board whether the Company’s annual
reportand accounts, taken as a whole, is fair, balanced and
understandable and provides shareholders with the information
they need to assess the Company’s business model, strategy and
position and performance.
With regard to the annual audit, the committee reports on the
effectiveness of the external audit process and on the areas of
audit risk with respect to the Company’s annual report and
accounts it considers to be most significant. The committee also
assesses the adequacy of the internal controls of third-parties
which provide services to the Company.
Composition and meetings of the committee
The committee is chaired by me, Joanna Santinon, and the other
members are Max King, Susannah Nicklin and David Simpson.
Aschair of the committee, I have relevant and recent financial
experience as a chartered accountant, and the other members
have spent their careers working for a number of leading financial
institutions. Accordingly, it is considered that the committee as a
whole has competence relevant to the sector. The board notes
that the AIC Code allows for the chairman of the board to be a
member of the audit committee if they were independent on
appointment. The board considers it desirable for David Simpson
to be a member of the committee as he provides significant input
at committee meetings. The committee met three times during
the year under review and intends to continue to hold three
meetings per annum to consider and approve the Company’s
interim and annual results and, prior to the annual results, to
consider the re-appointment of the Auditor. The committee may
also meet at other times during the year as required.
The external Auditor
BDO LLP (“BDO”) was appointed as the Company’s Auditor in
March 2021 as a result of the audit tender undertaken in 2020
with Peter Smith as engagement partner. The Company will pay
fees of £51,150 excluding VAT for the external audit with respect
to the year ended 30 September 2024. There are no contractual
obligations that restrict the Company’s choice of Auditor and
thecommittee, in conjunction with the board, is committed to
reviewing the appointment of the Auditor every year.
The committee reviews the independence of the Auditor and,
inparticular, whether the provision of any non-audit services to
the Company by BDO could compromise BDO’s independence
and objectivity as Auditor. BDO reviews its relationship with the
Company on an annual basis and reports to the board, providing
details of any other relationships it may have with the Investment
Manager. As part of this process, the Company also receives
confirmation from BDO of its independence.
The Company’s policy with respect to appointing its Auditor to
carry out any proposed non-audit service is to allow this where
permitted by regulation, where BDO has a competitive advantage
over alternative suppliers, and where this does not result in levels
of non-audit fees being 70% of the average of the fees paid in the
last three consecutive financial years for the statutory audit on a
rolling basis. No non-audit services were provided during the year.
Effectiveness of audit
The committee reviewed the audit planning and the standing,
skills and experience of the firm and the audit team.
No modifications were required to the external audit approach.
The committee received a presentation of the audit plan from
theexternal auditor prior to commencement of the audit and
apresentation of the results of the audit following completion
ofthe audit.
To further assess the effectiveness of the audit, the committee
held discussions with the Investment Manager which, in turn,
worked closely with the Company’s Administrator and Auditor.
The Auditor attended the committee meeting at which the annual
report and accounts were considered and the committee had
opportunities to discuss the progress of the audit with the
Auditor without either the Investment Manager or the
Administrator being present.
In the course of this evaluation, the audit committee received
management assessments and reports from the Auditor and
reviews annual assessments on BDO from the FRC.
32 Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2024
Significant issues considered by the Committee with respect to the annual report and accounts
Issue considered How the issue was addressed
Accuracy and integrity of
theFinancialStatements
Consideration of draft annual report and accounts and interim report,
including a review of the appropriateness of accounting policies, the
effectiveness of the system of internal controls and regulatory
developments during the year.
Valuation of the investment portfolio,
includingassessmentofshare liquidity
Consideration and review of valuation process and methodology to
establish the existence of portfolio holdings and the accuracy and
completeness over the valuations being recommended for approval to the
board. The Investment Manager reports on the liquidity profile of the
Company’s portfolio at least quarterly in presentations to the board.
Incomplete or inaccurate recognition of
revenues(includingspecial dividends)
Consideration and review of all revenues received compared with forecasts
and of allocation of special dividends between revenue and capital.
Review of internal control system and risks Review of risk map, compliance against the AIC Code, compliance with
Section 1158 Corporation Tax Act 2010 and all policies and procedures
inplace.
Accounting policies
The management fee and borrowing costs are allocated 60%
tothe capital account and 40% to the revenue account to more
accurately reflect the return from investments over the longer term.
Conclusions with respect to the annual report
andaccounts
The production of the Company’s annual report and accounts
isacomplex process and the external audit involves a number
ofparties including the board, the Investment Manager, the
Administrator and Company Secretary and the custodian of
theCompany’s assets, Citigroup.
The committee has reviewed the controls which are in place at
the Investment Manager and other third-party service providers
to ensure the completeness and accuracy of the Company’s
financial records and the security of its assets. The committee
has also noted the reviews that are undertaken at different
stages in the production process by the board, the Investment
Manager, the Administrator and Company Secretary and the
Auditor to ensure consistency and balance in the presentation
ofthe annual report and accounts.
The board has also been made fully aware of any significant
financial reporting issues and judgements made in connection
with the preparation of the Financial Statements.
As a result, the committee has concluded that the annual report
and accounts for the year ended 30 September 2024, taken as
awhole, is fair, balanced and understandable and provides the
information necessary for shareholders to assess the Company’s
position and performance, business model and strategy.
Thecommittee has reported to the board and the board’s
conclusions areset out in the Management Report and
Directors’Responsibilities Statement on page 34.
Re-appointment of the Auditor
The committee is satisfied as to the independence of BDO
andrecommends its re-appointment at the forthcoming AGM.
Joanna Santinon
Chair of the audit committee
16 December 2024
The Company Governance Financials Company Information
33Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2024
Management Report and
Directors’ Responsibilities Statement
Management report
Listed companies are required by the FCA’s Disclosure Guidance
and Transparency Rules (the “Rules”) to include a Management
Report in their Financial Statements. This information is included
in the Strategic Report on pages 13 to 19 inclusive (together with
the sections of the annual report and accounts incorporated by
reference) and the Directors’ Report on pages 20 to 24. Therefore,
a separate Management Report has not been included.
Directors’ responsibilities statement
The directors are responsible for preparing the Strategic Report,
the Directors’ Report and the Financial Statements in accordance
with applicable law and regulations.
Company law requires the directors to prepare Financial
Statements for each financial year. Under that law the directors
have elected to prepare the Financial Statements in accordance
with United Kingdom Accounting Standards, comprising FRS 102
“The Financial Reporting Standard applicable in the UK and
Republic of Ireland”, and applicable law (United Kingdom
Generally Accepted Accounting Practice (“UK GAAP”)). Under
company law the directors must not approve the Financial
Statements unless they are satisfied that they give a true and
fairview of the state of affairs of the Company and of the profit
orloss of the Company for that period.
In preparing those Financial Statements, the directors are
required to:
• select suitable accounting policies and then apply them
consistently;
• make judgements and estimates that are reasonable and
prudent;
• state whether applicable UK Accounting Standards have been
followed, subject to any material departures disclosed and
explained in the Financial Statements; 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
theCompany and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
The annual report and accounts is published on the Investment
Manager’s website www.redwheel.com/uk/en/individual/
ecofin-global-utilities-and-infrastructure-trust-plc/ and the
directors are responsible for the maintenance and integrity of the
corporate and financial information about the Company included
on this website. The work carried out by the Auditor does not
involve consideration of the maintenance and integrity of this
website and, accordingly, the Auditor accepts no responsibility
forany changes that may have occurred to the annual report
andaccounts since it was initially presented on the website.
Directors’ confirmation statement
The directors listed on page 12 as the persons responsible within
the Company hereby confirm that, to the best of their knowledge:
a) the Financial Statements within the annual report
andaccounts of which this statement forms a part
havebeenprepared in accordance with applicable
accounting standards and give a true and fair view
oftheassets, liabilities, financial position and profit
orlossofthe Company; and
b) the Management Report, which comprises the Chairman’s
Statement, Investment Manager’s Report, Strategic Report
(including risk factors) and note 16 to the Financial
Statements, includes a fair review of the development and
performance of the business and position of the Company,
together with the principal risks and uncertainties that
itfaces.
Having taken advice from the audit committee, the directors
consider that the annual report and accounts taken as a whole is
fair, balanced and understandable and provides the information
necessary for shareholders to assess the Company’s position
andperformance, business model and strategy.
The directors have reached these conclusions through a process
which is described in the Report of the Audit Committee on
page32.
On behalf of the board
David Simpson
Chairman
16 December 2024
34 Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2024
Independent Auditor’s Report
to the members of Ecofin Global Utilities and Infrastructure Trust plc
Opinion on the financial statements
In our opinion the financial statements:
• give a true and fair view of the state of the Company’s affairs as
at 30 September 2024 and of its profit for the year then ended;
• have been properly prepared in accordance with United
Kingdom Generally Accepted Accounting Practice; and
• have been prepared in accordance with the requirements of the
Companies Act 2006.
We have audited the financial statements of Ecofin Global
Utilitiesand Infrastructure Trust PLC (the ‘Company’) for the
yearended 30 September 2024 which comprise the Statement
ofComprehensive Income, the Statement of Financial Position,
the Statement of Changes in Equity, the Statement of Cash Flows,
and notes to the financial statements, including a summary of
significant accounting policies. The financial reporting framework
that has been applied in their preparation is applicable law and
UK adopted international accounting standards, including
Financial Reporting Standard 102 “The Financial Reporting
Standard applicable in the UK and Republic of Ireland” (United
Kingdom Generally Accepted Accounting Practice).
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law.
Ourresponsibilities under those standards are further described
in the Auditor’s responsibilities for the audit of the financial
statements section of our report. We believe that the audit
evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion. Our audit opinion is consistent
with the additional report to the audit committee.
Independence
Following the recommendation of the Audit Committee, we were
appointed by the Members at the Annual General Meeting on
9March 2021 to audit the financial statements for the year
ended30 September 2021 and subsequent financial periods.
Theperiod of total uninterrupted engagement including
retenders and reappointments is 4 years, covering the years
ended 30September 2021 to 30 September 2024. We remain
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 FRC’s Ethical Standard as
applied to listed public interest entities, and we have fulfilled
ourother ethical responsibilities in accordance with these
requirements. The non-audit services prohibited by that
standardwere not provided to the Company.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the
Directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our
evaluation of the Directors’ assessment of the Company’s ability to
continue to adopt the going concern basis of accounting included:
• Evaluating the appropriateness of the Directors’ method of
assessing going concern in light of market volatility by reviewing
the information used by the Directors in completing their
assessment;
• We performed our own independent testing on the liquidity
ofthe portfolio to corroborate that the portfolio is sufficiently
liquid that, if necessary, it could be liquidated in order to meet
the Company’s liabilities as they fall due;
• We evaluated the Directors’ method of assessing going concern
based on our knowledge of the business and the environment
that it operates in;
• We obtained the Directors’ stress-testing scenarios, which
showed future assumed decreases in Revenue of up to 75%
and Assets Under Management of up to 50%, agreed the
formulas and calculations, and considered the appropriateness
of the stress test scenarios and any mitigating actions of the
Directors in light of our knowledge of the business.
Based on the work we have performed, we have not identified
any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the
Company’s ability to continue as a going concern for a period of
atleast twelve months from when the financial statements are
authorised for issue.
In relation to the Company’s reporting on how it has applied the
UK Corporate Governance Code, we have nothing material to add
or draw attention to in relation to the Directors’ statement in the
financial statements about whether the Directors considered it
appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with
respect to going concern are described in the relevant sections of
this report.
Overview
2024 2023
Key audit
matters
• Valuation and ownership of quoted
investments
• Revenue recognition*
Materiality • Financial statements as a whole
• £2,430,000 (2023: £2,110,000) based on 1%
(2023:1%) of Net assets
* Given that the presumed fraud risk around revenue recognition
is rebutted, this is no longer considered a Key Audit Matter.
The Company Governance Financials Company Information
35Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2024
Independent Auditor’s Report
to the members of Ecofin Global Utilities and Infrastructure Trust plc
continued
An overview of the scope of our audit
Our audit was scoped by obtaining an understanding of the Company and its environment, including the Company’s system of
internal control, and assessing the risks of material misstatement in the financial statements. We also addressed the risk of management
override of internal controls, including assessing whether there was evidence of bias by the Directors that may have represented a risk
of material misstatement.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to
fraud) that we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the
audit, and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matter How the scope of our audit addressed the key audit matter
Valuation and
ownership of
quoted
investments
Note 1 and note 9
The investment portfolio at the year-end
comprised of 100% of listed equity
investments held at fair value through
profit or loss.
There is a risk that the prices used for the
valuation of the listed investments held by
the Company are not reflective of fair
value and the risk that errors made in the
recording of investment holdings result in
the incorrect reflection of investments
owned by the Company.
Therefore, we considered the valuation
and ownership of quoted investments to
be the most significant audit area as the
quoted investments also represent the
most significant balance in the financial
statements and underpin the principal
activity of the entity.
For these reasons and the materiality of
the balance in relation to the financial
statements as a whole, we considered this
to be a key audit matter.
We responded to this matter by testing the valuation and
ownership of the whole portfolio of quoted investments.
Weperformed the following procedures:
• Confirmed the year-end bid price was used by agreeing to
externally quoted prices;
• Assessed if there were contra indicators, such as liquidity
considerations, to suggest bid price was not the most
appropriate indication of fair value by considering the
realization period for individual holdings;
• Recalculated the valuation by multiplying the number of shares
held per the statement obtained from the custodian by the
valuation per share; and
• Obtained direct confirmation of the number of shares held per
equity investment from the custodian regarding all investments
held at the balance sheet date.
Key observations:
Based on our procedures performed we did not identify any
matters to suggest that the valuation and ownership of quoted
investments was not appropriate.
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements.
Weconsider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions
ofreasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality
level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not
necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular
circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.
36 Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2024
Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality
as follows:
Company financial statements
2024 2023
Materiality £2,430,000 £2,110,000
Basis for determining
materiality
1% of net assets 1% of net assets
Rationale for the benchmark
applied
As an investment trust, the net asset value is the
key measure of performance for users of the
financial statements.
As an investment trust, the net asset value is the
key measure of performance for users of the
financial statements.
Performance materiality £1,822,500 £1,582,500
Basis for determining
performance materiality
75% of materiality 75% of materiality
Rationale for the percentage
applied for performance
materiality
The level of performance materiality applied was
set after having considered a number of factors
including the brought forward uncorrected
misstatements, known or expected
misstatements for the current year, prior year
corrected misstatements and the number of
areas of the financial statements subject to
estimation uncertainty.
The level of performance materiality applied was
set after having considered a number of factors
including the brought forward uncorrected
misstatements, known or expected
misstatements for the current year, prior year
corrected misstatements and the number of
areas of the financial statements subject to
estimation uncertainty.
Reporting threshold
We agreed with the Audit Committee that we would report
tothem all individual audit differences in excess of £121,500
(2023:£105,500). We also agreed to report differences below
thisthreshold that, in our view, warranted reporting on
qualitativegrounds.
Other information
The Directors are responsible for the other information. The other
information comprises the information included in the included
inthe Annual Report and Accounts, other than the financial
statements and our auditor’s report thereon. Our opinion on the
financial statements does not cover the other information and,
except to the extent otherwise explicitly stated in our report,
wedo 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.
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 or our knowledge obtained during the audit.
Going
concern and
longer-term
viability
• The Directors’ statement with regards to
theappropriateness of adopting the going
concern basis of accounting and any material
uncertainties identified set out on page 22;
and
• The Directors’ explanation as to their
assessment of the Company’s prospects, the
period this assessment covers and why the
period is appropriate set out on page 18.
Other Code
provisions
• Directors’ statement on fair, balanced and
understandable set out on page 34;
• Board’s confirmation that it has carried out
arobust assessment of the emerging and
principal risks set out on page 15;
• The section of the annual report that
describes the review of effectiveness of risk
management and internal control systems
setout on page 28; and
• The section describing the work of the audit
committee set out on page 33.
The Company Governance Financials Company Information
37Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2024
Independent Auditor’s Report
to the members of Ecofin Global Utilities and Infrastructure Trust plc
continued
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during the course of the audit, we are required by the
Companies Act 2006 and ISAs (UK) to report on certain opinions and matters as described below.
Strategic report
and Directors’
report
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 material misstatements in the Strategic report or the Directors’ report.
Directors’
remuneration
In our opinion, the part of the Directors’ remuneration report to be audited has been properly prepared in
accordance with the Companies Act 2006.
Corporate
governance
statement
In our opinion, based on the work undertaken in the course of the audit the information about internal
control and risk management systems in relation to financial reporting processes and about share capital
structures, given in compliance with rules 7.2.5 and 7.2.6 in the Disclosure Guidance and Transparency Rules
sourcebook made by the Financial Conduct Authority (the FCA Rules), is consistent with the financial
statements and has 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 material misstatements in this information.
In our opinion, based on the work undertaken in the course of the audit information about the Company’s
corporate governance code and practices and about its administrative, management and supervisory
bodies and their committees complies with rules 7.2.2, 7.2.3 and 7.2.7 of the FCA Rules.
We have nothing to report arising from our responsibility to report if a corporate governance statement has
not been prepared by the Company
Matters on which
we are required to
report by
exception
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
• 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 and the part of the Directors’ remuneration report to be audited are not in
agreement with the accounting records and returns; or
• certain disclosures of Directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
38 Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2024
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.
Auditor’s responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these
financial statements.
Extent to which the audit was 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:
Non-compliance with laws and regulations
Based on:
• Our understanding of the Company and the industry in which
itoperates;
• Discussion with management and those charged with
governance and Audit Committee; and
• Obtaining and understanding of the Company’s policies and
procedures regarding compliance with laws and regulations,
we considered the significant laws and regulations to be the
Companies Act 2006, the FCA listing and DTR rules, the principles
of the AIC Code of Corporate Governance, industry practice
represented by the AIC SORP, the applicable accounting
framework, and the Company’s qualification as an Investment
Trust under UK tax legislation as any non-compliance of this
would lead to the Company losing various deductions and
exemptions from corporation tax.
Our procedures in respect of the above included:
• Agreement of the financial statement disclosures to underlying
supporting documentation;
• Enquiries of management and those charged with governance
relating to the existence of any non-compliance with laws and
regulations;
• Reviewing minutes of meeting of those charged with
governance throughout the period for instances of non-
compliance with laws and regulations; and
• Reviewing the calculation in relation to Investment Trust
compliance to check that the Company was meeting its
requirements to retain its Investment Trust Status.
Fraud
We assessed the susceptibility of the financial statement to
material misstatement including fraud.
Our risk assessment procedures included:
• Enquiry with management and those charged with governance
regarding any known or suspected instances of fraud;
• Obtaining an understanding of the Company’s policies and
procedures relating to:
– Detecting and responding to the risks of fraud; and
– Internal controls established to mitigate risks related to fraud.
• Review of minutes of meeting of those charged with governance
for any known or suspected instances of fraud; and
• Discussion amongst the engagement team as to how and
where fraud might occur in the financial statements.
Based on our risk assessment, we considered the area most
susceptible to be management override of controls.
Our procedures in respect of the above included:
• Performing a review of estimates and judgements applied by
management in the financial statements to assess their
appropriateness and the existence of any systematic bias;
• Considering the opportunity and incentive to manipulate
accounting entries and target tested relevant adjustments
made in the period end financial reporting process;
• Reviewing for significant transactions outside the normal
course of business; and
• Performing a review of unadjusted audit differences, if any, for
indications of bias or deliberate misstatement.
We also communicated relevant identified laws and regulations
and potential fraud risks to all engagement team members who
were all deemed to have appropriate competence and capabilities
and remained alert to any indications of fraud or non-compliance
with laws and regulations throughout the audit.
The Company Governance Financials Company Information
39Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2024
Independent Auditor’s Report
to the members of Ecofin Global Utilities and Infrastructure Trust plc
continued
Our audit procedures were designed to respond to risks of
material misstatement in the financial statements, recognising
that the risk of not detecting a material misstatement due to
fraud is higher than the risk of not detecting one resulting from
error, as fraud may involve deliberate concealment by, for example,
forgery, misrepresentations or through collusion. There are
inherent limitations in the audit procedures performed and the
further removed non-compliance with laws and regulations is
from the events and transactions reflected in the financial
statements, theless likely we are to become aware of it.
A further description of our responsibilities is available on the
Financial Reporting Council’s website at: www.frc.org.uk/
auditorsresponsibilities. This description forms part of our
auditor’s report.
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.
Peter Smith (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
London, UK
16 December 2024
BDO LLP is a limited liability partnership registered in England
and Wales (with registered number OC305127).
40 Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2024
Year ended 30 September 2024 Year ended 30 September 2023
Notes
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Gains/(losses) on investments held
at fair value through profit or loss 9 – 42,729 42,729 – (28,012) (28,012)
Foreign exchange gains – 1,544 1,544 – 1,774 1,774
Investment income 2 11,775 – 11,775 11,822 – 11, 822
Investment management fees 3 (886) (1,329) (2,215) (904) (1,355) (2,259)
Administrative expenses 4 (858) – (858) (835) – (835)
Net return before finance costs
and taxation 10,031 42,944 52,975 10,083 (27,593) (17,510)
Finance costs 5 (507) (760) (1,267) (458) (686) (1,144)
Net return before taxation 9,524 42,18 4 51,708 9,625 (28,279) (18,654)
Taxation 7 (1,430) – (1,430) (1,606) – (1,606)
Net return after taxation 8,094 42,184 50,278 8,019 (28,279) (20,260)
Return per ordinary share (pence) 8 7.17 37.39 44.56 7.01 (24.72) (17.71)
The total column of the Statement of Comprehensive Income is the profit and loss account of the Company.
The revenue and capital columns are supplementary to this and are published under guidance from the AIC.
All revenue and capital returns in the above statement derive from continuing operations. No operations were acquired or
discontinued during the year ended 30 September 2024.
The Company has no other comprehensive income and therefore the net return on ordinary activities after taxation is also the total
comprehensive income for the year.
The accompanying notes are an integral part of the Financial Statements.
41
The Company Governance Financials Company Information
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2024
Statement of Comprehensive Income
Notes
As at
30 September
2024
£’000
As at
30 September
2023
£’000
Non-current assets
Equity securities 276,910 227,513
Investments at fair value through profit or loss 9 276,910 227,513
Current assets
Debtors and prepayments 10 1,909 8,432
Cash at bank – –
1,909 8,432
Creditors: amounts falling due within one year
Prime brokerage borrowings (34,569) (20,002)
Other creditors 11 (1,019) (3,966)
(35,588) (23,968)
Net current liabilities (33,679) (15,536)
Net assets 243,231 211,97 7
Share capital and reserves
Called-up share capital 12 1,097 1,154
Share premium account 13 50,548 50,548
Special reserve 103,525 114,398
Capital reserve 14 88,061 45,877
Revenue reserve – –
Total shareholders' funds 243,231 211,97 7
Net asset value per ordinary share (pence) 15 221.68 183.54
The Financial Statements were approved by the Board of Directors and authorised for issue on 16 December 2024 and were signed
on its behalf by:
David Simpson
Chairman
The accompanying notes are an integral part of the Financial Statements.
42 Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2024
Statement of Financial Position
Notes
Year ended 30 September 2024
Share
capital
£’000
Share
premium
account
£’000
Special
reserve
1
£’000
Capital
reserve
1
£’000
Revenue
reserve
1
£’000
Total
£’000
Balance at 1 October 2023 1,154 50,548 114,398 45,877 – 211,977
Return after taxation – – – 42,184 8,094 50,278
Buyback of ordinary shares 12, 13 (57) – (9,823) – – (9,880)
Dividends paid 6 – – (1,050) – (8,094) (9,14 4)
Balance at 30 September 2024 1,097 50,548 103,525 88,061 - 243,231
Notes
Year ended 30 September 2023
Share
capital
£’000
Share
premium
account
£’000
Special
reserve
1
£’000
Capital
reserve
1
£’000
Revenue
reserve
1
£’000
Total
£’000
Balance at 1 October 2022 1,119 40,801 116,976 74,156 – 233,052
Return after taxation – – – (28,279) 8,019 (20,260)
Issue of ordinary shares 12, 13 46 9,747 – – – 9,793
Buyback of ordinary shares 12, 13 (11) – (1,808) – – (1,819)
Dividends paid 6 – – (770) – (8,019) (8,789)
Balance at 30 September 2023 1,154 50,548 114,398 45,877 – 211,977
1. These reserves are available for distribution.
The accompanying notes are an integral part of the Financial Statements.
43
The Company Governance Financials Company Information
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2024
Statement of Changes in Equity
Notes
Year ended
30 September
2024
£’000
Year ended
30 September
2023
£’000
Net return before finance costs and taxation 52,975 (17,510)
Decrease in accrued expenses (16) (134)
Overseas withholding tax (1,576) (1,417)
Deposit interest income (16) (4)
Dividend income (11,759) (11,818)
Realised gains on foreign exchange transactions (1,544) (1,774)
Dividends received 11,558 11,307
Deposit interest received 16 4
Interest paid (1,267) (1,055)
(Gains)/losses on investments (42,729) 28,012
Decrease in other debtors – (8)
Net cash flow from operating activities 5,642 5,603
Investing activities
Purchases of investments (75,162) (88,966)
Sales of investments 72,505 88,153
Net cash used in investing activities (2,657) (813)
Financing activities
Movement in prime brokerage borrowings 14,567 (5,611)
Dividends paid 6 (9,14 4) (8,789)
Share issue proceeds – 9,793
Buyback costs (9,880) (1,659)
Net cash outflow from financing activities (4,457) (6,266)
Decrease in cash (1,472) (1,476)
Analysis of changes in cash during the year
Opening balance – –
Foreign exchange movement 1,472 1,476
Decrease in cash as above (1,472) (1,476)
Closing balance – –
The accompanying notes are an integral part of these Financial Statements.
44 Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2024
Statement of Cash Flows
1. Accounting policies
(a) Basis of preparation
The Financial Statements have been prepared in accordance with the Companies Act 2006, United Kingdom Generally Accepted
Accounting Practice (“UK GAAP”), including the Financial Reporting Standard applicable in the U.K. and Republic of Ireland (“FRS 102”)
and with the Statement of Recommended Practice ‘Financial Statements of Investment Trust Companies and Venture Capital Trusts’
issued in July 2022. The Financial Statements are prepared in Sterling which is the functional currency of the Company and rounded
tothe nearest £’000. They have also been prepared on a going concern basis and approval as an investment trust has been granted
by HMRC.
The Company’s assets consist substantially of equity shares in companies listed on recognised stock exchanges and in most
circumstances are realisable within a short timescale. The board has set limits for borrowing and regularly reviews actual exposures
and cash flow projections. The Company has prime broker borrowings to draw upon, and these borrowings are repayable on demand.
Having taken these factors into account and having assessed the principal risks and other matters set out in the Viability Statement on
page 18, the directors believe that, after making enquiries, the Company has adequate resources to continue in operational existence
for the foreseeable future and has the ability to meet its financial obligations as they fall due for a period of at least twelve months
from the date of approval of this Report. Accordingly, they continue to adopt the going concern basis of accounting in preparing the
financial statements.
Further detail is included in the Directors’ Report (unaudited) on page 22.
Significant accounting judgements, estimates and assumptions
The preparation of financial statements in conformity with UK GAAP requires the use of certain critical accounting estimates which
requires management to exercise its judgement in the process of applying the accounting policies. The directors do not believe that
any accounting judgements or estimates have been applied to these financial statements that have a significant risk of causing
material adjustment to the carrying amount of assets and liabilities within the next financial year.
(b) Income
Income from investments, including taxes deducted at source, is included in revenue by reference to the date on which the
investment is quoted ex-dividend. Special dividends are credited to capital or revenue, according to the circumstances. The fixed
returns on debt securities are recognised on a time apportionment basis so as to reflect the effective yield on the debt securities.
Interest receivable from cash and short-term deposits is treated on an accruals basis.
(c) Expenses
All expenses are accounted for on an accruals basis. Expenses are charged to the revenue account except where they directly relate to
the acquisition or disposal of an investment, in which case they are charged to the capital account; in addition, expenses are charged
to the capital account where a connection with the maintenance or enhancement of the value of the investments can be demonstrated.
In this respect the management fee and finance costs have been allocated 60% to the capital account and 40% to the revenue account.
(d) Taxation
The charge for taxation is based on the profit for the year to date and takes into account, if applicable, taxation deferred because
oftiming differences between the treatment of certain items for taxation and accounting purposes. Deferred taxation is provided
using the liability method on all timing differences, calculated at the rate at which it is anticipated the timing differences will reverse.
Deferred tax assets are recognised only when, on the basis of available evidence, it is more likely than not that there will be taxable
profits in future against which the deferred tax asset can be offset.
Due to the Company’s status as an investment trust company and the intention to continue meeting the conditions required to
obtainapproval in the foreseeable future, the Company has not provided deferred tax on any capital gains and losses arising on the
revaluation or disposal of investments.
The tax effect of different items of income/gain and expenditure/loss is allocated between capital and revenue within the Statement
of Comprehensive Income on the same basis as the particular item to which it relates using the Company’s effective rate of tax for the
year, based on the marginal basis.
45
The Company Governance Financials Company Information
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2024
Notes to the Financial Statements
For the year ended 30 September 2024
1. Accounting policies (continued)
(e) Valuation of investments
For the purposes of preparing the Financial Statements, the Company has applied Sections 11 and 12 of FRS 102 in respect of financial
instruments. All investments are measured initially and subsequently at fair value and transaction costs are expensed immediately.
Investment transactions are accounted for on a trade date basis. The fair value of the financial instruments in the Statement of
Financial Position is based on their quoted bid price at the reporting date, without deduction of the estimated future selling costs.
Changes in the fair value of investments held at fair value through profit or loss and gains and losses on disposal are recognised in
theStatement of Comprehensive Income as “Gains on investments held at fair value through profit or loss”. Also included within this
caption are transaction costs in relation to the purchase or sale of investments, including the difference between the purchase price
of an investment and its bid price at the date of purchase.
(f) Cash at bank and in hand
Cash comprises cash in hand and demand deposits.
(g) Borrowings
Short-term borrowings, which comprise of prime brokerage borrowings, are recognised initially at the fair value of the consideration
received, net of any issue expenses, and subsequently at amortised cost using the effective interest method. The finance costs, being
the difference between the net proceeds of borrowings and the total amount of payments required to be made in respect of those
borrowings, accrue evenly over the life of the borrowings and are allocated 60% to revenue and 40% to capital.
(h) Segmental reporting
The directors are of the opinion that the Company is engaged in a single segment of business activity, being investment business.
Consequently, no business segmental analysis is provided.
(i) Nature and purpose of reserves
Share premium account
The balance classified as share premium includes the premium above nominal value received by the Company on issuing shares net
of issue costs.
Special reserve
The special reserve arose following court approval in November 2016 to transfer the £123,609,000 from the share premium account.
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. There is no guarantee
that the board will in fact make use of this reserve for the purpose of the payment of dividends to shareholders. The special reserve
can also be used to fund the cost of share buy-backs.
Capital reserve
Gains and losses on disposal of investments and changes in fair values of investments are transferred to the capital account. Foreign
exchange differences of a capital nature are also transferred to the capital account. The capital element of the management fee and
relevant finance costs are charged to this account. Any associated tax relief is also credited to this account.
Revenue reserve
This reserve reflects all income and costs which are recognised in the revenue column of the Statement of Comprehensive Income.
The Company’s special reserve, capital reserve and revenue reserve may be distributed by way of dividend.
(j) Foreign currency
Monetary assets and liabilities and non-monetary assets held at fair value in foreign currencies are translated into Sterling at the
ratesof exchange ruling at the Statement of Financial Position date. Transactions involving foreign currencies are converted at the rate
ruling on the date of the transaction. Gains and losses on the translation of foreign currencies are recognised in the revenue or capital
account of the Statement of Comprehensive Income depending on the nature of the underlying item
(k) Dividends payable
Dividends are recognised in the period in which they are paid.
46 Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2024
Notes to the Financial Statements
For the year ended 30 September 2024
2. Income
Year ended
30 September
2024
£’000
Year ended
30 September
2023
£’000
Income from investments (revenue account)
UK dividends 1,550 1,715
Overseas dividends 9,933 9,991
Stock dividends 276 112
11,759 11,818
Other income (revenue account)
Deposit interest 16 4
Total income 11,775 11,822
During the period to 30 September 2024 the Company received special dividends totalling £3,000 (30 September 2023: £83,000), all
of which was recognised as revenue and is included in the revenue column of the Statement of Comprehensive Income.
3. Investment management fee
Year ended 30 September 2024 Year ended 30 September 2023
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Investment management fee 886 1,329 2,215 904 1,355 2,259
During the financial year, the Company had an agreement with Ecofin Advisors Limited for the provision of investment management
services. The management fee was calculated at 1.00% per annum of the Company’s NAV on the first £200million and 0.75% per
annum of NAV thereafter, payable quarterly in arrears. The management fee is chargeable 40% to revenue and 60% to capital
(2023:40% to revenue and 60% to capital). During the year £2,215,000 (30 September 2023: £2,259,000) of investment management
fees were earned by the Investment Manager, with a balance of £586,000 (30 September 2023: £523,000) being payable to Ecofin
Advisors Limited at the year-end.
With effect from 1 October 2024 RWC Asset Management LLP shall be entitled to be paid a management fee of: 0.90% of the
Company’s NAV on the first £200 million and 0.75% onNAVexceeding £200million up to and including £400million plus 0.60% on
NAV exceeding £400million.
4. Administrative expenses
Year ended
30 September
2024
£’000
Year ended
30 September
2023
£’000
Administration and Company secretarial fees 286 279
Directors’ remuneration 152 133
Auditor’s remuneration:
– fees payable to the Company’s auditor for the audit of the Company’s annual accounts 60 52
Printing and postage fees 29 15
Directors’ liability insurance 9 9
Depositary fees 103 106
Regulatory fees 42 41
Employer’s National Insurance contributions 10 8
Registrar’s fees 25 28
Legal and advisory fees 120 141
Other expenses 22 23
858 835
(Continued overleaf)
47
The Company Governance Financials Company Information
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2024
4. Administrative expenses (continued)
All of the expenses above include irrecoverable VAT where applicable. For the Auditor’s remuneration for the statutory audit,
irrecoverable VAT amounted to £10,000 (30 September 2023: £9,000).
Advisory and legal fees include fees in respect of sponsored research and other marketing resources, any legal fees and a substantial
accrual for expenses relating to the recovery of excess taxes withheld on foreign dividends.
5. Finance costs
Year ended 30 September 2024 Year ended 30 September 2023
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Prime brokerage borrowings – interest 507 760 1,267 458 686 1,14 4
The management fee and finance costs are charged 40% to revenue and 60% to capital (2023:40% to revenue and 60% to capital).
6. Dividends on ordinary shares
Year ended
30 September
2024
£’000
Year ended
30 September
2023
£’000
Fourth interim for 2022 of 1.85p (paid 30 November 2022) – 2,082
First interim for 2023 of 1.95p (paid 28 February 2023) – 2,200
Second interim for 2023 of 1.95p (paid 31 May 2023) – 2,234
Third interim for 2023 of 1.95p (paid 31 August 2023) – 2,273
Fourth interim for 2023 of 1.95p (paid 30 November 2023) 2,247 –
First interim for 2024 of 2.05p (paid 29 February 2024) 2,356 –
Second interim for 2024 of 2.05p (paid 31 May 2024) 2,281 –
Third interim for 2024 of 2.05p (paid 30 August 2024) 2,260 –
9,14 4 8,789
The proposed fourth interim dividend for 2024 has not been included as a liability in these Financial Statements as it was not payable
until after the reporting date.
Set out below are the total dividends paid and proposed in respect of the financial period, which is the basis on which the requirements
of Section 1158-1159 of the Corporation Tax Act 2010 are considered. The revenue available for distribution by way of dividend for the
year was £8,094,000 (30 September 2023: £8,019,000).
Year ended
30 September
2024
£’000
Year ended
30 September
2023
£’000
Three interim dividends of 2.05p each (2023: three interim dividends of 1.95p each) 6,897 6,707
Proposed fourth interim dividend 2.05p (2023: 1.95p) 2,248 2,247
9,145 8,954
The amount reflected above for the cost of the proposed fourth interim dividend for 2024 is based on 109,674,598 ordinary shares,
being the number of ordinary shares in issue on the record date 1 November 2024.
7. Taxation
(a) Analysis of charge for the period
Year ended 30 September 2024 Year ended 30 September 2023
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Overseas tax suffered 1,638 – 1,638 1,969 – 1,969
Overseas tax reclaimable (208) – (208) (363) – (363)
Total tax charge for the period 1,430 – 1,430 1,606 – 1,606
48 Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2024
Notes to the Financial Statements
For the year ended 30 September 2024
continued
(b) Factors affecting the tax charge for the period
The tax assessed for the year is lower than the rate of corporation tax rate of 25.00% (2023: effective rate of 22.00%). The differences
are explained as follows:
Year ended 30 September 2024 Year ended 30 September 2023
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Net profit on ordinary activities
before taxation 9,524 42,18 4 51,708 9,625 (28,279) (18,654)
Net return multiplied by the rate of
corporation tax of 25.00% (30 September
2023: effective rate of 22.00%) 2,381 10,546 12,927 2,118 (6,221) (4,103)
Effects of:
Non-taxable U.K. dividends (387) – (387) (377) – (377)
Non-taxable overseas dividends (2,275) – (2,275) (1,943) – (1,943)
Tax effect of expensed double taxation relief (20) – (20) (12) – (12)
Expenses not deductible for tax purposes – – – 1 – 1
Movement in unutilised expenses 301 522 823 213 449 662
Other capital returns – (11,068) (11,068) – 5,772 5,772
Overseas tax suffered 1,638 – 1,638 1,969 – 1,969
Overseas tax reclaimable (208) – (208) (363) – (363)
Total tax charge 1,430 – 1,430 1,606 – 1,606
(c) Factors that may affect future tax charges
No provision for deferred tax has been made in the accounting year. The Company has not provided for deferred tax on capital gains
or losses arising on the revaluation or disposal of investments as it is exempt from tax on these items because of its status as an
investment trust company.
At the year-end, the Company has, for taxation purposes only, accumulated unrelieved management expenses and loan relationship
deficits of £17,547,000 (30 September 2023: £14,164,000). A deferred tax asset in respect of this has not been recognised and these
expenses will only be utilised if the Company has profits chargeable to corporation tax in the future. It is considered too uncertain
thatthe Company will generate such profits and therefore no deferred tax asset has been recognised.
8. Return per ordinary share
Year ended 30 September 2024 Year ended 30 September 2023
£’000 p £’000 p
Returns are based on the following figures:
Revenue return 8,094 7.17 8,019 7.01
Capital return 42,184 37.39 (28,279) (24.72)
Total return 50,278 44.56 (20,260) (17.71)
Weighted average number of ordinary shares in issue 112,827,903 114 ,418,153
For the year ended 30 September 2024 and 30 September 2023 there was no dilution to the revenue return per ordinary share.
Additionally, for the year ended 30 September 2024 and 30 September 2023 there was no dilution to the capital return per
ordinary share.
49
The Company Governance Financials Company Information
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2024
9. Investments
Year ended
30 September
2024
£’000
Year ended
30 September
2023
£’000
Held at fair value through profit or loss:
Opening book cost 228,738 218,986
Opening investment holding (losses)/gains (1,225) 39,349
Opening fair value 227,513 258,335
Analysis of transactions made during the year
Purchases at cost 72,667 91,849
Sales proceeds received (65,999) (94,659)
Gains/(losses) on investments 42,729 (28,012)
Closing fair value 276,910 227,513
Closing book cost 241,802 228,738
Closing investment gains/(losses) 35,108 (1,225)
Closing fair value 276,910 227,513
The Company received £65,999,000 (2023: £94,659,000) from investments sold in the year. The book cost of these investments when
they were purchased was £59,603,000 (2023: £82,097,000). These investments have been revalued over time and until they were sold
any unrealised gains/losses were included in the fair value of the investments.
Transaction costs
During the year expenses were incurred in acquiring or disposing of investments classified as fair value through profit or loss. These
have been expensed through capital and are included within gains/(losses) on investments in the Statement of Comprehensive
Income. The total costs were as follows:
Year ended
30 September
2024
£’000
Year ended
30 September
2023
£’000
Purchases 146 142
Sales 27 45
173 187
The above transaction costs are calculated in line with the AIC’s Statement of Recommended Practice (SORP). The transaction costs in
the Company’s Key Information Document are calculated on a different basis and in line with the EU’s Packaged Retail Investment and
Insurance-based Product’s (PRIIPs) regulations.
10. Other debtors and receivables
Year ended
30 September
2024
£’000
Year ended
30 September
2023
£’000
Amounts due from brokers – 6,506
Taxation recoverable 1,262 1,204
Prepayments and accrued income 647 722
1,909 8,432
50 Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2024
Notes to the Financial Statements
For the year ended 30 September 2024
continued
11. Creditors: amounts falling due within one year
Year ended
30 September
2024
£’000
Year ended
30 September
2023
£’000
Amounts due to brokers – 2,771
Amounts payable in relation to buyback of shares – 160
Other creditors:
Investment management fees 586 523
Sundry creditors 433 512
1,019 3,966
12. Ordinary share capital
As at 30 September 2024 As at 30 September 2023
Shares £’000 Shares £’000
Issued and fully paid
Ordinary shares of 1p each at 1 October 115,495,663 1,154 111,968,423 1,119
Issue of new ordinary shares – – 4,581,577 46
Buyback of shares (5,774,065) (57) (1,054,337) (11)
Ordinary shares of 1p each at 30 September 109,721,598 1,097 115,495,663 1,154
The Company was admitted to the Main Market of the London Stock Exchange on 26 September, 2016. The total number of ordinary
shares in the Company in issue immediately following admission was 91,872,247, each with equal voting rights. During the year, the
Company did not issue any ordinary shares (2023: 4,581,577 with net proceeds of £9,793,000). The Company began buying back their
own shares on 31 July 2023. During the year 5,774,065 (2023: 1,054,337) Ordinary shares of 1p each were purchased by the Company
for cancellation at a total cost of £9,880,000 (2023: £1,819,000).
13. Share premium account
Year ended
30 September
2024
£’000
Year ended
30 September
2023
£’000
At 1 October 50,548 40,801
Issue of shares – 9,747
At 30 September 50,548 50,548
14. Capital reserve
As at
30 September
2024
£’000
As at
30 September
2023
£’000
At 30 September 45,877 74,156
Movement in investment holdings gains 36,333 (40,574)
Gains on realisation of investments at fair value 6,396 12,562
Foreign exchange gains 1,544 1,774
Investment management fees (1,329) (1,355)
Finance costs (760) (686)
At 30 September 88,061 45,877
51
The Company Governance Financials Company Information
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2024
15. NAV per ordinary share
The NAV attributable to the ordinary shares and the NAV per ordinary share at the year-end were as follows:
As at
30 September
2024
As at
30 September
2023
Net asset value attributable (£’000) 243,231 211,97 7
Number of ordinary shares in issue (note 12) 109,721,598 115,495,663
Net asset value per share (p) 221.68 183.54
16. Financial instruments and capital disclosures
Risk management policies and procedures
The investment objectives of the Company are to achieve a high, secure dividend yield on its investment portfolio and to realise
long-term growth in the capital value of the portfolio for the benefit of shareholders, while taking care to preserve shareholders’ capital.
The Company’s financial instruments comprise:
• equity shares held in accordance with the Company’s investment objective and policies;
• fixed interest securities, cash and liquid resources as well as short-term receivables and payables that arise from its operations; and
• borrowings in various currencies to finance operations.
The Company may enter into derivative contracts in order to manage the risks arising from its investment activities. As at the year-end
there were no derivative contracts outstanding (2023: nil).
The board sets out its investment policies, including its policies on gearing and diversification, in the Strategic Report beginning
onpage 13. The board and the Company’s Investment Manager consider and review the financial risks inherent in managing the
Company’s assets and these are detailed below.
Market price risk
The Company’s investment portfolio is subject to fluctuations, volatility and the vagaries of market prices. The directors seek to
mitigate this risk by ensuring proper controls exist through the IMA for maintaining a diversified portfolio of securities and ensuring
that there are balances within the portfolio by geography, sub-sector and types of instrument. If the fair value of the Company’s
investments at year-end (see portfolio holdings on page 11) had increased or decreased by 10% then it would have had an effect
onthe Group’s capital return and equity equal to £27,691,000 (30 September 2023: £22,751,000).
Foreign currency risk
The value of the Company’s assets and the total return earned by the Company’s shareholders can be significantly affected by
foreignexchange movements as most of the Company’s assets are denominated in currencies other than Sterling, the currency in
which the Company’s accounts are prepared. It is not the Company’s policy to try to minimise or eliminate foreign exchange risk; over
the long-term this could restrict the investment returns potentially available to Sterling-based investors in international securities.
There is a risk for the NAV and shareholders, therefore, if Sterling appreciates significantly against foreign currencies. This risk is
partially offset by the Company’s borrowings in currencies other than Sterling.
As at 30 September 2024
Investments
£’000
Net monetary
assets/
(liabilities)
£’000
Total currency
exposure
£’000
Australian dollar 6,137 (448) 5,689
Canadian dollar – 93 93
Chinese Yuan – 46 46
Euro 89,178 (10,043) 79,136
Hong Kong dollar 14,277 (1,718) 12,559
Sterling 37,132 (5,522) 31,610
Swiss Franc 5,395 (1,085) 4,310
US dollar 124,791 (15,002) 109,789
Total 276,910 (33,679) 243,231
52 Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2024
Notes to the Financial Statements
For the year ended 30 September 2024
continued
As at 30 September 2023
Investments
£’000
Net monetary
assets/
(liabilities)
£’000
Total currency
exposure
£’000
Australian dollar 8,880 (552) 8,328
Canadian dollar 1,988 (176) 1,812
Chinese Yuan – 55 55
Euro 68,280 (1,288) 66,992
Hong Kong dollar 11,692 (905) 10,787
Sterling 30,635 (3,539) 27,096
US dollar 106,038 (9,131) 96,907
Total 227,513 (15,536) 211,977
A 10% rise or decline of Sterling against foreign currency denominated (i.e. non-Sterling) assets held at the year-end would have
decreased/increased the total return and net asset value by £20,189,000 or 10.3% (30 September 2023: £18,488,000 or 9.4%).
This is considered to be a reasonable illustration based on the volatility of exchange rates during the year.
Interest rate risk
The Company is only exposed to significant interest rate risk through its borrowings with Citigroup Global Markets Limited and
through the fair value of investments in fixed interest rate securities, if any.
Borrowings varied throughout the period as part of a board endorsed policy and at year-end amounted to the equivalent of
£34,569,000 (30 September 2023: £20,002,000) in a variety of currencies. All of these borrowings were at floating rates of interest.
If this level of borrowing was maintained for the year, a 1% increase/decrease in the benchmark rate would have decreased/increased
the revenue return by £138,000 (30 September 2023 £80,000) and decreased/increased the capital return by £207,000
(30September 2023: £120,000). In the event that the prime brokerage facility were to be renegotiated or terminated, the Company
may not be able to finance its borrowings on as favourable terms and this risk is monitored.
The interest rates on prime brokerage borrowings varied by currency from 1.18% to 6.57% during the year ended 30 September 2024.
Liquidity risk
The Company’s assets mainly comprise readily realisable securities which can be easily sold to meet funding commitments if
necessary. A liquidity analysis is prepared on at least a quarterly basis as part of the Investment Manager’s report to the Board and
the liquidity profile of all securities is reviewed. The Investment Manager reviews the liquidity profile of the investments continuously.
The contractual maturities of the Company’s financial liabilities at 30 September 2024 based on the earliest date on which payment
can be required was as follows:
Due within 3 months
As at
30 September
2024
£’000
As at
30 September
2023
£’000
Prime brokerage borrowings (34,569) (20,002)
Other creditors (1,019) (3,966)
(35,588) (23,968)
The maximum level of gearing utilised and the nature and term of any borrowings are the responsibility of the directors. They have
authorised the Investment Manager to utilise gearing of up to 25%. Gearing is the amount of the Company’s borrowings less cash,
divided by net assets attributable to shareholders. The Company has a prime brokerage facility with its prime broker Citigroup, and
benefits from a flexible borrowing arrangement. The interest rate on borrowings under the prime brokerage agreement depends on
the currency of the borrowing but is generally 50 basis points over the applicable benchmark rate (and subject to a minimum monthly
fee, equivalent to $200,000 per annum, effective 1 April 2022). The gearing is not structural in nature and borrowings can be repaid at
any time. During the financial year, gearing varied between approximately 6.6% and 15.1%.
53
The Company Governance Financials Company Information
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2024
16. Financial instruments and capital disclosures (continued)
Credit risk
Credit risk is mitigated by diversifying the counterparties with which the Investment Manager conducts investment transactions. The
credit standing of all counterparties is reviewed periodically with limits set on amounts due from any one broker. There were no items
past due or impaired.
The maximum exposure to credit risk at 30 September 2024 and 30 September 2023 was considered to be the same as the carrying
amount of the financial assets in the Statement of Financial Position.
17. Fair value hierarchy
FRS 102 requires an entity to classify fair value measurements using a fair value hierarchy that reflects the significance of the inputs
used in making the measurements. The fair value hierarchy shall have the following levels:
Level 1: unadjusted quoted prices in an active market for identical assets or liabilities that the entity can access at the measurement date;
Level 2: inputs other than quoted prices included within Level 1 that are observable (i.e. developed using market data) for the asset or
liability, either directly or indirectly; and
Level 3: inputs are unobservable (i.e. for which market data is unavailable) for the asset or liability.
The financial assets and liabilities measured at fair value in the Statement of Financial Position are grouped into the fair value
hierarchy at the reporting date as follows:
As at 30 September 2024 Note
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Financial assets at fair value through profit or loss
Quoted equities a) 276,910 – – 276,910
Net fair value 276,910 – – 276,910
As at 30 September 2023 Note
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Financial assets at fair value through profit or loss
Quoted equities a) 227,496 17 – 227,513
Net fair value 227,496 17 – 227,513
a) Equities and preference shares
The fair value of the Company’s investments in equities and preference shares has been determined by reference to their quoted bid
prices at the reporting date. Equities and preference shares included in Fair Value Level 1 are actively traded on recognised stock
exchanges. Investments categorised as Level 2 are not considered to trade in active markets.
54 Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2024
Notes to the Financial Statements
For the year ended 30 September 2024
continued
18. Analysis of changes in net debt
As at
30 September
2023
£’000
Currency
differences
£’000
Cash flows
£’000
As at
30 September
2024
£’000
Cash and short term deposits – 1,472 (1,472) –
Debt due within one year (20,002) – (14,567) (34,569)
(20,002) 1,472 (16,039) (34,569)
As at
30 September
2022
£’000
Currency
differences
£’000
Cash flows
£’000
As at
30 September
2023
£’000
Cash and short term deposits – 1,476 (1,476) –
Debt due within one year (25,613) – 5 ,611 (20,002)
(25,613) 1,476 4,135 (20,002)
A statement reconciling the movement in net funds to the net cash flow has not been presented as there are no differences from
theabove analysis.
19. Related party transactions and transactions with the Investment Manager
Fees payable during the year to the directors and their interests in shares of the Company are considered to be related party
transactions and are disclosed within the Directors’ Remuneration Report on pages 29 to 31. The balance of fees due to directors
atthe year-end was £nil (30 September 2023: £nil).
The Company had an agreement with Ecofin Advisors Limited during the year for the provision of investment management services.
Details of fees earned and balances outstanding at the year-end are disclosed in note 3.
20. Post balance sheet events
The Company announced on 12 July 2024 that RWC Asset Management LLP, a limited liability partnership incorporated in England and
Wales (“Redwheel”), would purchase certain assets of Ecofin in a transaction which would complete on 30 September 2024. Pursuant
to a novation agreement dated 30 September 2024 made between the Company, Redwheel and Ecofin, the parties agreed to novate
the management agreement dated 6 July 2016, as amended by side letters and supplemental agreements, with the effect that
Redwheel replaced Ecofin as the Company’s investment manager and AIFM from 1 October 2024.
55
The Company Governance Financials Company Information
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2024
Notice is hereby given that the sixth AGM of Ecofin Global Utilities
and Infrastructure Trust plc will be held on Wednesday 5 March
2025 at 3:00pm at The Clermont, 101 Buckingham Palace Road,
London SW1W 0SJ for the following purposes:
As ordinary resolutions
1. To receive the Directors’ Report and the audited
FinancialStatements of the Company for the year ended
30September 2024.
2. To receive and approve the annual report on remuneration
included in the Directors’ Remuneration Report for the year
ended 30 September 2024.
3. To approve the Company’s dividend policy as set out on
page20 of the 2024 annual report and accounts.
4. To re-elect Malcolm King, in accordance with the Company’s
articles of association, as a director of the Company.
5. To re-elect Susannah Nicklin, in accordance with the
Company’s articles of association, as a director of the
Company.
6. To re-elect David Simpson, in accordance with the Company’s
articles of association, as a director of the Company.
7. To re-elect Joanna Santinon as a Director of the Company.
8. To re-appoint BDO LLP as the Independent Auditor to the
Company, to hold office until the conclusion of the next
AGMat which the Financial Statements are laid before the
members.
9. To authorise the directors to determine the Auditor’s
remuneration.
To consider, and if thought fit to pass, the following resolution:
10. THAT, in substitution for all subsisting authorities to the
extent unused, the directors be and they are hereby
generally and unconditionally authorised, in accordance
with Section 551 of the Companies Act 2006 (“the Act”), to
exercise all the powers of the Company to allot shares in the
Company and to grant rights to subscribe for, or to convert
any security into, shares in the Company up to an aggregate
nominal value of £356,814 (being approximately one third of
the issued ordinary share capital of the Company (excluding
treasury shares) as at 10December 2024) or, if changed, the
nominal value which represents one third of the issued
ordinary share capital at the date the resolution is passed.
The authority hereby conferred on the directors shall expire
at the conclusion of the next AGM of the Company after the
passing of this resolution or 5 June 2026, whichever is the
earlier, save that the Company may, before such expiry, make
an offer or agreement which would or might require shares
to be allotted or rights to subscribe for, or to convert any
security into, shares to be granted after such expiry and the
directors may allot shares or grant rights to subscribe for, or
to convert any security into, shares (as the case may be) in
pursuance of such an offer or agreement as if the authority
conferred hereby had not expired.
As special resolutions
To consider, and if thought fit to pass, the following resolutions:
11. THAT, subject to the passing of resolution 10 above and
insubstitution for all subsisting authorities to the extent
unused, the directors be and they are hereby empowered,
pursuant to Section 570 and Section 573 of the Act, to allot
equity securities (within the meaning of Section 560 of the
Act) for cash pursuant to the authority conferred by
resolution 10 or by way of sale of treasury shares as if
Section561(1) of the Act did not apply to any such allotment,
provided that this power shall be limited to the allotment of
equity securities:
(a) in connection with a rights issue or open offer of securities
to ordinary shareholders in proportion (as nearly as may
be practicable) to their existing holdings and to holders
ofother equity securities as required by the rights of
those securities or as the directors otherwise consider
necessary, but in each case subject to such exclusions,
limits, restrictions or other arrangements as the directors
may consider necessary or appropriate to deal with any
treasury shares, fractional entitlements or securities
represented by depository receipts, record dates, legal,
regulatory or practical problems in, or under the laws of,
any territory or the requirements of any regulatory body
or stock exchange or any other matter; and
(b) (otherwise than under paragraph (a) of this resolution) to
any person or persons up to an aggregate nominal value
of £108,125 (being approximately 10 per cent of the issued
ordinary share capital of the Company (excluding treasury
shares) as at 10December 2024) or, if changed, the
nominal value which represents 10 per cent of the issued
share capital atthe date the resolution is passed, and shall
expire at the conclusion of the next AGM of the Company
after the passing of this resolution or on 5 June 2026,
whichever isthe earlier, except that the Company may,
before such expiry, make an offer oragreement which
would or might require equity securities to be allotted after
such expiry and the directors may allot equity securities
inpursuance of suchoffer or agreement as if the power
conferred hereby had not expired.
12. THAT, the Company be and is hereby generally and
unconditionally authorised, pursuant to and in accordance
with Section 701 of the Act, to make market purchases
(within the meaning of Section 693(4) of the Act) of ordinary
shares of 1p each in the capital of the Company (ordinary
shares) on such terms and in such manner as the directors
shall from time to time determine, provided that:
(a) the maximum aggregate number of ordinary shares
hereby authorised to be purchased is 16,208,006
(beingapproximately 14.99% of the number of
ordinaryshares in issue (excluding treasury shares) as at
10 December 2024);
(b) the minimum price (exclusive of all expenses) which
maybe paid for an ordinary share is its nominal value,
being 1p;
56 Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2024
Notice of Annual General Meeting
(c) the maximum price (exclusive of all expenses) which
maybe paid for an ordinary share is the higher of (i) an
amount equal to 5% above the average of the closing
mid-market price of an ordinary share (as derived from
the Daily Official List of the London Stock Exchange) for
the five business days immediately preceding the date on
which that ordinary share is contracted to be purchased
and (ii) the higher of the price of the last independent
trade and the highest current independent bid for a share
in the Company on the trading venues where the market
purchases by the Company pursuant to the authority
conferred by this resolution will be carried out;
(d) the authority hereby conferred shall expire at the
conclusion of the next AGM of the Company after the
passing of this resolution or on 5 June 2026, whichever is
the earlier unless previously revoked, varied or renewed
bythe Company in General meeting; and
(e) the Company may at any time prior to the expiry of such
authority enter into a contract or contracts under which
apurchase of ordinary shares under such authority will or
might be completed or executed wholly or partly after the
expiration of such authority and the Company may make
a purchase of ordinary shares in pursuance of any such
contract or contracts as if the authority conferred hereby
had not expired.
13. THAT, a General meeting of the Company, other than an AGM
may be called on not less than 14 clear days’ notice.
By order of the board
Apex Fund Administration Services (UK) Limited
Company Secretary
9 January 2025
Registered Office:
Hamilton Centre
Rodney Way
Chelmsford, CM1 3BY
57
The Company Governance Financials Company Information
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2024
(1) Only holders of ordinary shares of 1p each are entitled to
attend and vote at the meeting. Each shareholder entitled
toattend and vote at the meeting may appoint one or more
persons to act as his/her proxy to attend, speak and vote at
the meeting. A proxy need not be a member of the Company
but must attend the meeting for the shareholder’s vote to be
carried. If a member appoints more than one proxy to attend
the meeting, each proxy must be appointed to exercise the
rights attached to a different share or shares held by the
member.
(2) You can vote either:
• by logging on to www.investorcentre.co.uk/eproxy and
following the instructions. To vote electronically you will
beasked to provide your Control Number, Shareholder
Reference Number and PIN which are detailed on your
Form of Proxy.
• by returning your hard copy form of proxy. If you require
anadditional copy of the form of proxy you can obtain
onedirectly from the registrars, Computershare Investor
Services PLC, on Tel: 0370 703 6234. Lines are open
between 08:30 – 17:30, Monday to Friday excluding
publicholidays in England and Wales; or
• in the case of CREST members, by utilising the CREST
electronic proxy appointment service in accordance
withthe procedures set out below.
In order for a proxy appointment to be valid a form of proxy
must be completed. In each case the form of proxy must
bereceived by Computershare Investor Services PLC,
ThePavilions, Bridgwater Road, Bristol, BS99 6ZY by 3:00pm
on Monday 3 March 2025.
If you return more than one proxy appointment, either
bypaper or electronic communication, the appointment
received last by the Registrar before the latest time for the
receipt of proxies will take precedence. You are advised to
read the terms and conditions of use carefully. Electronic
communication facilities are open to all shareholders and
those who use them will not be disadvantaged.
The return of a completed form of proxy, electronic filing or
any CREST Proxy Instruction (as described in note 5 below)
will not prevent a shareholder from attending the meeting
and voting in person if he/she wishes to do so.
(3) Pursuant to Regulation 41(1) of the Uncertificated Securities
Regulations 2001 (as amended) and for the purposes of
Section 360B of the Act, the Company has specified that only
those members registered on the register of members of the
Company at the close of business on Monday 3 March 2024
(the Specified Time) (or, if the meeting is adjourned, 48hours
prior to the time of the adjourned meeting) shall be entitled
to attend and vote at the meeting in respect of the number
of ordinary shares registered in their names at that time. If
the meeting is adjourned to a time not more than 48hours
after the Specified Time, that time will also apply for the
purpose of determining the entitlement of members to
attend and vote (and for the purposes of determining the
number of votes that may be cast) at the adjourned meeting.
Changes to entries in the register of members after the close
of business on Monday 3 March 2025 or other relevant
deadline will be disregarded in determining the rights of any
person entitled to vote at the meeting.
(4) Members (and any proxies or corporate representatives
appointed) agree, by attending the meeting, that they
areexpressly requesting and are willing to receive any
communications relating to the Company’s securities
madeat the meeting.
(5) CREST members who wish to appoint a proxy or proxies
through the CREST electronic proxy appointment service
may do so for the meeting and any adjournment(s) thereof
byusing the procedures described in the CREST Manual
(available via www.euroclear.com/CREST). CREST personal
members or other CREST sponsored members, and those
CREST members who have appointed a voting service
provider(s), should refer to their CREST sponsor or voting
service provider(s), who will be able to take the appropriate
action on their behalf.
In order for a proxy appointment or instruction made
usingthe CREST service to be valid, the appropriate CREST
message (a CREST Proxy Instruction’) must be properly
authenticated in accordance with Euroclear UK & Ireland
Limited’s specifications and must contain the information
required for such instructions, as described in the CREST
Manual. The message, regardless of whether it constitutes
the appointment of a proxy or is an amendment to an
instruction given to a previously appointed proxy, must, in
order to be valid, be transmitted so as to be received by the
Company’s agent (ID 3RA50) by the latest time(s) for receipt
of proxy appointments specified in note (2) above. For this
purpose, the time of receipt will be taken to be the time (as
determined by the timestamp applied to the message by the
CREST Application Host) from which the Company’s agent
isable to retrieve the message by enquiry to CREST in the
manner prescribed by CREST. After this time, any change of
instructions to proxies appointed through CREST should be
communicated to the appointee through other means.
58 Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2024
Notes to the Notice of Annual General Meeting
CREST members and, where applicable, their CREST sponsors
or voting service providers should note that Euroclear UK &
Ireland Limited does not make available special procedures
in CREST for any particular messages. Normal system timings
and limitations will therefore apply inrelation to the input of
CREST Proxy Instructions. It is the responsibility of the CREST
member concerned to take (or, if the CREST member is a
CREST personal member or sponsored member or has
appointed a voting service provider, to procure that his
CREST sponsor or voting service provider takes) such action
as shall be necessary to ensure that a message is transmitted
by means of the CREST system by any particular time. In this
connection, CREST members and, where applicable, their
CREST sponsors or voting service provider(s) are referred, in
particular, to those sections of the CREST Manual concerning
practical limitations of the CREST system and timings.
The Company may treat a CREST Proxy Instruction as invalid
in the circumstances set out in regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001 (as amended).
(6) Any member attending the meeting has the right to ask
questions. Pursuant to Section 319A of the Act, the Company
must cause to be answered any question relating to the
business being dealt with at the meeting put by a member
attending the meeting. However, members should note that
no answer need be given in the following circumstances if to
do so would interfere unduly with the preparation for the
meeting or would involve a disclosure of confidential
information:
(a) if the answer has already been given on a website in the
form of an answer to a question; or
(b) if it is undesirable in the interests of the Company or the
good order of the meeting that the question be answered.
(7) If the chairman, as a result of any proxy appointments, is
given discretion as to how the votes the subject of those
proxies are cast and the voting rights in respect of those
discretionary proxies, when added to the interests in the
Company’s securities already held by the chairman, result
inthe chairman holding such number of voting rights that
hehas a notifiable obligation under the Disclosure Guidance
and Transparency Rules, the chairman will make the
necessary notifications to the Company and the FCA. As a
result, any member holding 3% or more of the voting rights in
the Company who grants the chairman a discretionary proxy
in respect of some or all of those voting rights, and so would
otherwise have a notification obligation under the Disclosure
Guidance and Transparency Rules, need not make a separate
notification to the Company and the FCA.
(8) Any person receiving a copy of this Notice as a person
nominated by a member to enjoy information rights under
Section 146 of the Act (“Nominated Person”) should note that
the provisions in notes 1 and 2 concerning the appointment
of a proxy or proxies to attend the meeting in place of a
member do not apply to a Nominated Person, as only
shareholders have the right to appoint a proxy. However, a
Nominated Person may have a right under an agreement
between the Nominated Person and the member by whom
he or she was nominated to be appointed, or to have
someone else appointed, as a proxy for the meeting.
If a Nominated Person has no such proxy appointment right
or does not wish to exercise it, he/she may have a right under
such an agreement to give instructions to the member as to
the exercise of voting rights at the meeting. Nominated
Persons should also remember that their main point of
contact in terms of their investment in the Company remains
the member who nominated the Nominated Person to enjoy
information rights (or perhaps the custodian or broker who
administers the investment on their behalf). Nominated
Persons should continue to contact that member, custodian
or broker (and not the Company) regarding any changes or
queries relating to the Nominated Person’s personal details
and interest in the Company (including any administrative
matters). The only exception to this is where the Company
expressly requests a response from a Nominated Person.
(9) Under Section 527 of the Act, members meeting the
threshold requirements set out in that Section have the right
to require the Company to publish on a website a statement
setting out any matter relating to:
(a) the audit of the Company’s accounts (including the
Auditor’s Report and the conduct of the audit) that are to
be laid before the meeting; or
(b) any circumstance connected with an auditor of the
Company ceasing to hold office since the previous
meeting at which the annual report and accounts were
laid in accordance with Section 437 of the Act.
The Company may not require the members requesting any
such website publication to pay its expenses in complying
with Sections 527 or 528 of the Act. Where the Company is
required to place a statement on a website under Section
527 of the Act, it must forward the statement to the
Company’s auditor no later than the time when it makes the
statement available on the website. The business which may
be dealt with at the meeting includes any statement that the
Company has been required under Section 527 of the Act to
publish on a website.
59
The Company Governance Financials Company Information
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2024
(10) At 10 December 2024, the latest practicable date in advance
of the date of this Notice, the Company’s issued capital
consisted of 108,125,462 ordinary shares carrying one vote
per share (total voting rights).
(11) This Notice, together with information about the total
numbers of shares in the Company in respect of which
members are entitled to exercise voting rights at the date
ofthis Notice, and (if applicable) any members’ statements,
members’ resolutions or members’ matters of business
received by the Company after the date of this Notice, will
beavailable on the web pages of the Investment Manager,
Ecofin UK, at www.redwheel.com/uk/en/individual/
ecofin-global-utilities-and-infrastructure-trust-plc/
(12) No electronic address provided in this Notice or in any
related documents (including the form of proxy) may be used
to communicate with the Company for any purposes other
than those expressly stated.
(13) The biographies of the directors offering themselves for
election and re-election are set out on page 12 of this annual
report and accounts and include each director’s experience.
These, along with the disclosure in the Corporate Governance
Statement on page 25, explain why the directors’ contributions
are important to the Company’s long-term success.
(14) No director has a service agreement with the Company.
Copies of the directors’ letters of appointment will be
available for inspection at the registered office of the
Company during usual business hours on any weekday
(Saturdays, Sundays and Bank Holidays excluded) until
thedate of the AGM.
(15) As soon as practicable following the AGM, the results of the
proxy voting at the meeting and the number of proxy votes
received for and against and the number of votes withheld,
inrespect of each resolution, as well as a result of any poll,
will be announced via a Regulatory Information Service and
placed on the Investment Manager’s website.
(16) Shareholders have the right, under Section 338 of the Act,
torequire the Company to give its shareholders notice of a
resolution which the shareholders wish to be moved at an
AGM of the Company. Additionally, shareholders have the
right under Section 338A of the Act to require the Company
to include a matter (other than a proposed resolution) in the
business to be dealt with at the AGM. The Company is
required to give such notice of a resolution or include such
matter once it has received requests from shareholders
representing at least 5% of the total voting rights of all the
shareholder who have a right to vote at the AGM or from at
least 100 shareholders with the same right to vote who hold
shares in the Company on which there has been paid up an
average sum per shareholder of at least £100. This request
must be received by the Company not later than six weeks
before the AGM (or, if later, the time at which notice is given
of the AGM). In the case of a request relating to Section 338A
of the Act, the request must be accompanied by a statement
setting out the grounds for the request.
(17) A copy of this Notice, and other information required by
Section 311A of the Act, can be viewed and/or downloaded
atwww.redwheel.com/uk/en/individual/ecofin-global-
utilities-and-infrastructure-trust-plc/ and, if applicable, any
member’s statements, resolutions or matters of business
received by theCompany after the date of this Notice will be
available onthe Investment Manager’s website.
60 Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2024
Notes to the Notice of Annual General Meeting
continued
Administrator – the administrator is BNP Paribas S.A. to which
the Company has delegated certain trade processing, valuation
and middle office tasks and systems.
AIC – Association of Investment Companies, the trade body for
closed-end investment companies www.theaic.co.uk.
AIC Code – the AIC Code of Corporate Governance issued by
theAIC in 2019 and endorsed by the FRC to enable investment
companies to meet their obligations under the UK Corporate
Governance Code.
AIC SORP – Statement of Recommended Practice ‘Financial
Statements of Investment Trust Companies and Venture Capital
Trusts’ issued by the AIC.
AIFMD/AIFM/AIF – Alternative Investment Fund Managers
Directive. Issued by the European Parliament in 2012 and 2013,
the Directive requires that all investment vehicles (“AIFs”) in the
European Union, including investment trusts, appoint a
Depositary and an Alternative Investment Fund Manager (“AIFM”).
The board remains responsible, however, for all aspects of the
Company’s strategy, operations and compliance with regulations.
The Company’s AIFM was Ecofin Advisors Limited until
30September 2024 and from 1 October 2024, further to the
acquisition of certain assets of Ecofin Advisors Limited, is RWC
Asset Management LLP.
Alternative Performance Measures (APMs) – the Company
uses APMs to present a measure of profitability which is aligned
with the requirements of investors and potential investors.
Benchmark – the Company’s portfolio is not measured against
an equity index benchmark. This is because the Investment
Manager’s asset allocation process pays little attention to the
country and regional compositions of the main global utilities
index, the MSCI World Utilities Index, or the global listed
infrastructure indices. The directors, therefore, review portfolio
performance against a number of equity market indices, including
the MSCI World Utilities Index and S&P Global Infrastructure
Index which serve as reference points, and ratios to understand
the impact of factors such as gearing, currencies, sub-sectors,
geographical allocation and stock selection decisions on the
Company’s overall investment performance. Stock selection is
measured against relevant local and regional indices and
monitored by the board.
Closed-end collective investment vehicle – a company,
including an investment company, with a fixed issued ordinary
share capital, the shares of which are traded on an exchange at
aprice not necessarily related to NAV of the company and which
can only be issued or bought back by the company in certain
circumstances.
Company – Ecofin Global Utilities and Infrastructure Trust plc.
Custodian – the Custodian is Citigroup Global Markets Limited.
The Custodian is a financial institution responsible for safeguarding
the securities and cash assets of the Company, as well as the
income arising therefrom, through provision of custodial,
settlement and associated services.
Depositary – the Depositary is Citibank Europe plc. Under AIFMD
rules, the Company must have a Depositary whose duties in
respect of investments and cash include safekeeping, verification
of ownership and valuation, and cash monitoring. Under the
AIFMD rules, the Depositary has strict liability for the loss of
theCompany’s financial assets in respect of which it has
safekeepingduties.
Discount/Premium – the share price of an investment trust is
derived from buyers and sellers trading their shares on the stock
market. The share price is not likely to be identical to NAV per
share of the underlying assets less the liabilities of the company.
If the share price is lower than the NAV per share, the shares are
said to be trading ‘at a discount’. If the share price is above the
NAV per share, the shares are said to be trading ‘at a premium’.
Distributable reserves – reserves distributable by way of
dividend or for the purpose of buying back ordinary share capital.
Shortly after admission, the Company applied successfully to
court to cancel its share premium account in order to establish
distributable reserves (the special reserve), thereby enabling the
Company immediately to commence dividend distributions to
shareholders. On an ongoing basis, these distributable reserves
may be used, when the board considers it appropriate, for the
purposes of paying dividends to shareholders and smoothing
payments of dividends to shareholders. The special reserve can
also be used to fund the cost of any share buy-backs.
Dividend dates – reference is made in announcements of
dividends to three dates. The “record” date is the date after which
buyers of the shares will not be recorded on the register of
shareholders as qualifying for the pending dividend payment.
The “payment” date is the date that dividends are credited to
shareholders’ bank accounts. The “ex-dividend” date is normally
the business day prior to the record date.
61
The Company Governance Financials Company Information
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2024
Glossary
EBITDA – earnings before interest, tax, depreciation and
amortisation, which is a measure of a company’s operating
performance.
Ecofin Advisors Limited – the Investment Manager and AIFM
until 30 September 2024. Ecofin Advisors Limited was regulated
by the FCA and registered with the SEC.
ESG – using Environmental, Social and Governance factors in the
evaluation of companies and countries, and to assess associated
risks or opportunities.
Financial Conduct Authority or ‘FCA’ – the independent body
that regulates the financial services industry in the UK.
FRC – Financial Reporting Council.
Gearing – this is the sum of the Company’s borrowings from its
prime broker (including the net amounts due from brokers) less
cash divided by net assets attributable to shareholders. The
maximum permitted level of gearing, which is set by the board,
is25%.
Investment Manager and Alternative Investment Fund
Manager (“AIFM”) – Ecofin Advisors Limited until 30 September
2024. The responsibilities and remuneration of the Investment
Manager and AIFM are set out in the Directors’ Report on page 21
and note 3 to the Financial Statements. From 1 October 2024,
further to the purchase of certain assets of Ecofin Advisors
Limited by RWC Asset Management LLP (Redwheel), the
Investment Manager and Alternative Investment Fund Manager
isRWC Asset Management LLP.
Market capitalisation – the stock market quoted price of the
Company’s shares multiplied by the number of shares in issue.
Net asset value (NAV) – the assets less the liabilities of the
Company, as set out in the Statement of Financial Position, all
valued in accordance with the Company’s accounting policies
(seenote 1).
Non-executive director – a director who has a letter of
appointment, rather than a contract of employment, with the
Company. The Company does not have any executive directors.
Non-executive directors’ remuneration is set out in the Directors’
Remuneration Report on page 30.
OECD – Organisation for Economic Co-operation and Development.
Ongoing charges – ongoing charges are all operating costs
expected to be regularly incurred and that are payable by the
Company, expressed as a proportion of the average NAV of the
Company over the financial year. Ongoing charges are calculated
in accordance with AIC recommended methodology. The costs
ofbuying and selling investments are excluded, as are interest
costs, taxation, non-recurring costs and the costs of buying back
or issuing ordinary shares.
Portfolio Manager – Jean-Hugues de Lamaze, an employee of
the Investment Manager with overall management responsibility
for the portfolio.
RWC Asset Management LLP (“Redwheel”) – the Investment
Manager and AIFM from 1 October 2024. Redwheel is regulated
by the FCA and registered with the SEC.
Special dividends – dividends received from investee companies
which have been paid out of capital reconstructions or
reorganisations of the investees are sometimes referred to as
‘special dividends’ and may be allocated to the capital account
inaccordance with the Company’s accounting policies and the
SORP. Dividends which are unusually large in terms of the
investee companies’ annual earnings or normal payment pattern
are also sometimes referred to as ‘special’ but are treated as
revenue in nature unless the evidence suggests otherwise.
Total return – total return measures assume dividends are
reinvested in the NAV or shares or index.
UK Code of Corporate Governance (UK Code) – the standards
of good practice in relation to board leadership and effectiveness,
remuneration, accountability and relations with shareholders
thatall companies with a Premium Listing on the London Stock
Exchange are required to report on in their annual report and
accounts.
62 Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2024
Glossary
continued
The Company uses the following Alternative Performance
Measures (“APMs”):
Dividends paid and dividend yield
Dividends paid are set out in note 6 on page 48. In respect of
thefinancial year to 30 September 2024, the Company paid four
quarterly dividends, one of 1.95p per share in November 2023
and three of 2.05p per share in February, May and August 2024
and these totalled 8.10p per share (year to 30 September 2023:
7.70p per share). A dividend yield is shown as a percentage and
calculated by dividing the value of dividends paid (in a certain year)
by the prevailing share price (or NAV). The dividend yield, expressed
as a percentage of the closing price of the Company’s shares on
30 September 2024 was 4.2% (30 September 2023: 4.7%).
Gearing on net assets
Gearing is the sum of the Company’s borrowings (including the
net amounts due to/from brokers) less its cash divided by the
netassets attributable to shareholders. The Company has a
prime brokerage facility with Citigroup which allows it to borrow
and repay borrowings at any time; the gearing is not structural
innature. The interest rate on the borrowings depends on the
currency of the borrowing but is generally 50 basis points above
the applicable benchmark rate. Borrowings provide a gearing
effect on net assets. When the Company is geared, a change in
the value of the Company’s investment portfolio will cause its
NAVto change by a larger amount. The Investment Manager is
permitted by the board to utilise gearing of up to 25% of net
assets. During the year to 30 September 2024 the level of gearing
averaged 11% of net assets (year to 30 September 2023: 11%).
Total return – the return to shareholders is calculated on a per
share basis by adding dividends paid in the year to the increase
ordecrease in the share price or NAV (or comparative reference
index) in the year. The source for this data is Bloomberg.
Return on net assets
The total return on the NAV per share assumes that each
dividend paid by the Company was reinvested into the shares
ofthe Company at the NAV per share prevailing at the time the
shares were quoted ex-dividend.
Page
Year ended
30 September
2024
Year ended
30 September
2023
Opening NAV per share 3 183.54p 208.14p
Dividends paid 3 8.10p 7.70p
Closing NAV per share 3 221.68p 183.54p
Total return on NAV 25.9% -8.6%
Return to shareholders
The total return to the shareholder assumes that each dividend
received was reinvested into the Company’s shares on the date
on which the shares were quoted ex-dividend.
Page
Year ended
30 September
2024
Year ended
30 September
2023
Opening share price 3 164.00p 218.00p
Dividends paid 3 8.10p 7.70p
Closing share price 3 195.00p 164.00p
Total return
toshareholders 24.8% -21.9%
Discount/Premium – the share price of an investment trust is
derived from buyers and sellers trading their shares on the stock
market. The share price is not likely to be identical to the NAV per
share of the underlying assets less the liabilities of the Company.
If the share price is lower than the NAV per share, the shares are
trading ‘at a discount’. If the share price is above the NAV per
share, the shares are trading ‘at a premium’. As at 30 September
2024, the Company’s shares were trading at a discount to the NAV
of 12.1%.
Ongoing charges – ongoing charges are calculated in accordance
with AIC recommended methodology using the charges for the
year under review and the average NAV during the period.
Ongoing charges are all operating costs expected to be regularly
incurred and that are payable by the Company over the financial
year. Thecosts of buying and selling investments are excluded,
asareinterest costs, taxation, non-recurring costs and the
costsof buying back or issuing ordinary shares.
63
The Company Governance Financials Company Information
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2024
Alternative Performance Measures
Directors
David Simpson (Chairman)
Joanna Santinon (Audit Committee Chair)
Malcolm (Max) King (Remuneration Committee Chairman)
Susannah Nicklin (Management Engagement Committee Chair
and Senior Independent Director)
Investment Manager (until 30 September 2024)
Ecofin Advisors Limited
Burdett House, 15 Buckingham Street
London WC2N 6DU
Investment Manager (from 1 October 2024)
RWC Asset Management LLP
Verde, 10 Bressenden Place
London SW1E 5DH
Tel: +44 (0) 207 227 6000
Email: invest@redwheel.com
Bankers, Custodian and Depositary
Citigroup
Citigroup Centre, Canada Square
Canary Wharf
London E14 5LB
Solicitors
Norton Rose Fulbright LLP
3 More London Riverside
London SE1 2AQ
Registered Auditor
BDO LLP
55 Baker Street
London W1U 7EU
Brokers
Stifel Nicolaus Europe Limited
150 Cheapside
London EC2V 6ET
Company Secretary and Registered Office
Apex Fund Administration Services (UK) Ltd
Hamilton Centre
Rodney Way
Chelmsford
Essex CM1 3BY
Tel: +44 (0)1245 950317
Email: cosec-uk@apexgroup.com
Administrators
BNP Paribas S.A.
London Branch
10 Harewood Avenue
London NW1 6AA
Registrars
Computershare Investor Services PLC
The Pavilions, Bridgwater Road
Bristol BS99 6ZZ, United Kingdom
Tel: +44 (0)370 703 6234
www.investorcentre.co.uk
WebCorres@computershare.co.uk
Financial calendar
Ordinary share dividends payable
(last business day of)
February, May,
August, November
AGM March
Half-year end 31 March
Release of interim report May
Financial year-end 30 September
Release of Annual Report December
Share prices and NAV information
The Company’s ordinary shares are traded on the London Stock
Exchange.
Ordinary shares
SEDOL number BD3V464
ISIN number GB00BD3V4641
LEI 2138005JQT YKU92QOF30
Reuters ticker EGL.L
Bloomberg ticker EGL:LN
The Company releases its NAV to the London Stock Exchange
daily. These announcements are available on the Reuters and
Bloomberg news services, as is other information about the
Company. They are also available on the Investment Manager’s
website www.redwheel.com/uk/en/individual/ecofin-global-
utilities-and-infrastructure-trust-plc/.
Prices of the Company’s ordinary share are listed in the
FinancialTimes under the London Share Service ‘Investment
Companies’ section.
Annual and Interim Reports and other Company information
Copies of the Company’s annual and interim reports are available
online and from the Company Secretary.
The Investment Manager publishes a monthly report; availability
of these reports is announced to the London Stock Exchange and
posted on the Reuters and Bloomberg news services. The reports
are also available on the Investment Manager’s website.
Share transactions
The Company’s shares may be dealt in directly through a
stockbroker or professional advisor acting on an investor’s behalf.
Individual Savings Account (“ISA”)
The Company’s shares are eligible to be held in an ISA account
subject to HM Revenue & Customs limits.
Registered in England & Wales No: 10253041
64 Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2024
Company Information
Designed and produced by Instinctif Partners creative.instinctif.com
Ecofin Global Utilities and Infrastructure Trust plc Annual Report and Accounts 2024
Investment Manager:
RWC Asset Management LLP
Verde, 10 Bressenden Place
London SW1E 5DH
Tel +44 (0) 207 227 6000
www.redwheel.com/uk/en/
individual/ecofin-global-utilities-
and-infrastructure-trust-plc/