Unaudited Half-Yearly Results

FORESIGHT SOLAR & TECHNOLOGY VCT PLC

LEI: 21380013CXOR8N6OD977

Financial Highlights

• Ordinary Shares Total Net Assets as at 30 September 2022: £45.4m
• Ordinary Shares Net Asset Value per share as at 30 September 2022: 131.2p
• Foresight Williams Technology Shares Total Net Assets as at 30 September 2022: £19.3m
• Foresight Williams Technology Shares Net Asset Value per share as at 30 September 2022: 102.9p

Ordinary Shares Fund

• Net Asset Value per Ordinary Share at 30 September 2022 was 131.2p, representing an increase of 22.3% from the Net Asset Value per Ordinary Share of 107.3p as at 31 March 2022.
• At 30 September 2022, the fund held positions in 11 UK solar assets, with a total installed capacity of 69.7MW.
• As communicated in the annual report published in August 2022, the Board and the Investment Manager remain in the process of realising the Solar portfolio with the objective to return value to all Ordinary shareholders.

Foresight Williams Technology Shares Fund

• Net Asset Value per FWT Share at 30 September 2022 was 102.9p (31 March 2022: 97.4p).
• During the period, under the Offer for subscription for the Foresight Williams Technology Shares fund (the “FWT Shares fund”), dated 5 January 2022, £1.7m of new funds were raised.
• During the period, the fund invested in eight new portfolio companies and executed three follow on investments into Cambridge GaN Devices Limited, Vector Photonics Limited and Forefront RF Limited.
• Since the end of the reporting period, a further £1.9m has been raised, bringing the total funds raised to £20.7m.
• Since the end of the reporting period, three further investments have been made, bringing total deployment to £15.1m.

Dividend History

Ordinary Shares

Chairman’s Statement

On behalf of the Board, I am pleased to present the Unaudited Half-Yearly Financial Report for Foresight Solar & Technology VCT Plc for the six months ended 30 September 2022 and to provide you with an update on the developments affecting the Company.

ORDINARY SHARES

Performance and portfolio activity

The Net Asset Value per Ordinary Share increased by 23.9p to 131.2p at 30 September 2022, compared to 107.3p per share at 31 March 2022. This increase, of 22.3%, in NAV was largely driven by increased wholesale power prices and the effects of higher than budgeted inflation, and strong operational performance and solar irradiation during the summer months.

The war in Ukraine has compounded upward pressure on European gas prices that had already started the year at elevated levels due to supply shortages. In the current environment it is difficult to judge when energy prices and inflation will peak, although present levels are unsustainably high and in need of downward correction.

The Board and the Investment Manager have been working on the planned exit process of the assets in the Ordinary Shares portfolio. This process continued to progress and exclusivity was awarded to one of the bidders, with the transaction reaching its final stages in December. The completion of the sale has been delayed due to uncertainty around the new UK Government’s energy policy, but the sale process is targeted to close during the first quarter of 2023.

Consistent with prior communications, following the award of the Spanish claim (equivalent to £2m-£2.5m, or 5.8-7.2p per Ordinary Share), significant challenges remain with respect to collectability. The Company continues to follow up this claim in the courts and as such, the Board has not assigned any current value to the claim in the net asset value reported.

The overall performance of the Ordinary Shares remains robust and the total return since inception as at 30 September 2022 was 177.2p per Ordinary Share.

Management fees

The annual management fee of the Ordinary Shares fund is calculated as 1.5% of Net Assets and equated to £309,000 during the period.

In the context of realisations achieved and the continuing professional management of the portfolio, the Board believe that the annual management fee represents good value for investors.

Green Economy Mark

The Board is pleased that the Company continues to be classified as a Green Economy Issuer by the London Stock Exchange (“LSE”). This is an initiative launched by the LSE supporting sustainable finance on its markets. The Green Economy Mark recognises listed companies with 50% or more of revenues from environmental solutions.

FWT SHARES

The Foresight Williams Technology VCT share class (the “FWT Shares”) was launched in December 2019, and represents an exciting investment opportunity made possible by the collaboration between Foresight Group and Williams Advanced Engineering (‘WAE’), a technology and engineering services business, originally spun out of the Williams Formula 1 business.

The share class provides investors with the opportunity to invest in a portfolio of early-stage companies with high growth-potential, developing innovative and occasionally transformational technologies across a range of different sectors. It builds on the successful relationship that Foresight and WAE have enjoyed from their launch of the Foresight Williams Technology EIS Fund (the ‘EIS fund’) in November 2016, which has raised over £50m to date and has made over twenty investments across a range of different sectors so far.

Fundraising and share issues

The Offer for subscription, dated 5 January 2022, is up to £20m (with an overallotment facility for up to an additional £10m) through the issue of FWT Shares. During the period, 1.7 million FWT Shares were allotted, raising a further £1.7m, bringing the total funds raised since launch to £18.8m.

Post period end, a further 1.9 million FWT Shares were allotted, increasing the total funds raised to £20.7m. The Offer is now closed for investment, however the Board and I are pleased to announce that the next offer for subscription will be published at the beginning of the New Year, allowing for investors to continue to participate in the future fundraising of the FWT share class.

Performance and Portfolio Activity

A detailed analysis of the investment portfolio performance over the period is given in the Investment Manager’s Review.

During the period under review, the Investment Manager completed eight new investments in exciting companies costing a total £3.6m. The Investment Manager also completed three follow on investments into Cambridge GaN Devices Limited, Vector Photonics Limited and Forefront RF Limited.

Details of each of the top 10 portfolio companies by value as at 30 September 2022 can be found in the Investment Manager’s review.

As at 30 September 2022, the FWT Shares had made investments totalling £13.3m in 23 exciting portfolio companies. Post period end, the FWT Shares made one new and two follow-on investments totalling £1.8m.

Management fees

The annual management fee of the FWT Shares fund is calculated as 2.0% of Net Assets and equated to £181,000 during the period. The Board believe that the annual management fee represents good value for investors.

COMPANY OUTLOOK

Outlook

The focus of the Board and the Investment Manager remains to continue to optimise the Ordinary Shares portfolio with the view to completing the sale in the near future.

The Company will also continue to raise new funds in the FWT Shares fund and seek appropriate qualifying investments for this share class.

Ernie Richardson
Chairman
28 December 2022

Investment Manager’s Review

ORDINARY SHARES

Portfolio summary and performance

Over the past six months, the Investment Manager has been focussing on the sale of the portfolio, a process which had commenced earlier in the year. The portfolio’s production during the period was 4.6% above budget. The high production levels were particularly driven by high irradiance during the period which was significantly above budget during the summer months.

The portfolio’s availability during the period was good but performance was impacted by inverter outages at the two
largest sites in the portfolio, Laurel Hill and Turweston, in early summer. New Kaine experienced inverter tripping events particularly in June which impacted the site’s performance.

The portfolio sale is well progressed and completion of the sale is targeted for the first quarter of 2023. There were no acquisitions or disposals of sites during the period.

Market update

Power Prices

The sustained conflict in Ukraine has continued to contribute to elevated global gas prices through spring and summer 2022. Forward markets anticipate continued high prices throughout 2022 and years beyond although gas prices remain volatile varying significantly from one month to the next. As gas-fired technologies usually set the clearing price for power in the UK, there is a strong correlation between wholesale gas and electricity prices in the UK. The combined effect of recovering electricity demand, relatively low renewable output, and rising commodity prices saw high power prices continue in the UK during the reporting period. Price levels in October and November have ebbed at the time of writing to levels observed in summer 2021.

Inflation

Aside from power prices, general measures of inflation rose to levels not seen for decades. One such measure, the Retail Price Index (“RPI”), is used to escalate the base price for ROCs, the green certificates that the projects in this portfolio benefit from. This inflation, and expectations of it continuing for at least a short period, have had a positive effect on the valuation of the portfolio’s assets.

Interest Rates

The Bank of England has risen interest rates considerably during the period in response to inflation. The interest rates on the debt in the portfolio are fixed through interest rate swaps. Discount rates on equity have risen slightly during the period although this has not been an aspect of the dialogue with the preferred bidder for the assets.

Green Investment

Governments in the UK and across Europe continue to remain supportive of the renewables sector, such support growing in the wake of the pandemic and more so following the commencement of the war in Ukraine. While this fund cannot invest further into new solar parks, such strong messaging from governments does appear to steer more capital towards investing in renewables and hence be supportive of valuations for existing asset portfolios.

Revenues

The portfolio’s revenues for the period exceeded budget by 20.3%. The strong performance was primarily driven by very strong solar irradiation during the summer months and high power prices. The majority of the portfolio’s capacity was under fixed power prices during the period with the remainder of the portfolio left to market power prices. High fixed and floating power prices resulted in the majority of revenues coming from the power sales under the portfolio’s various PPA contracts, with the balance coming from subsidies (predominantly under the ROC scheme) and other green benefits.

The Investment Manager recovered contractual liquidated damages from some of the portfolio’s O&M providers which also contributed to the portfolio’s revenues in the period.

Valuation

Market valuations for solar parks are typically based on assessments of future cashflow generation over the life of the projects. Rising inflation and rising power price forecasts have been very supportive of higher market valuations for the fund’s assets. Increased investor appetite for the assets has also had a positive impact on valuations. These factors as well as strong operating performance and cash generation have led to rising valuations for the Ordinary Shares fund overall. In context of recent speculation of government intervention, the valuations were accordingly updated to reflect the most likely scenario. On 17 November 2022, the Autumn Budget revealed plans to introduce an additional levy to those groups generating more than 100 gigawatt-hours per annum. Although the VCT’s assets most likely fall below this de minimis threshold, this may still have transaction implications.

Portfolio Sale

Post period end, the process has continued in spite of a volatile macroeconomic backdrop and significant uncertainty in terms of the UK government policy. Whilst this challenging period has caused some delay, the sale process is expected to close in the first quarter of 2023.

Sustainable investing

Sustainability lies at the heart of the Manager’s approach, and the Manager believes that investing responsibly, seeking to make a positive social and environmental impact, is critical to its long-term success. These factors have been integrated into its investment and asset management processes. Foresight continues to refine its evaluation of the sustainability considerations of all of its investments so as to demonstrate more comprehensively the environmental benefits and social contribution of all assets managed by Foresight, including this solar portfolio.

There are five central themes to the Tool, which cover the key areas of sustainability.

The five criteria are:

1. Sustainable Development Contribution: The development of affordable and clean energy as well as improved resource and energy efficiency.
2. Environmental Footprint: Assessing potential environmental impact such as emissions to air, land and water, effects on biodiversity and noise and light pollution.
3. Social Welfare: Engagement and consultation with local stakeholders. Ensuring a positive local economic and social impact, community engagement and the health and wellbeing of stakeholders.
4. Governance: Compliance with relevant laws and regulations and ensuring best practice is followed.
5. Third Party Interactions: Third party due diligence is conducted on key counterparties to ensure adherence to the aforementioned criteria where relevant.

Land management

Compliance audits have been carried out on all UK sites held by portfolio companies, confirming that they are in line with government permits and conditions. Foresight Group remains a working partner of the Solar Trade Association’s Large Scale Asset Management Working Group. Foresight is a signatory to the Solar Farm Land Management Charter and seeks to ensure that the solar farms operated by all of our portfolio companies are managed in a manner that maximises the agricultural, landscaping, biodiversity and wildlife potential, which can also contribute to lowering maintenance costs and enhancing security. As such, Foresight Group regularly inspects sites and advises portfolio companies to develop site specific land management and biodiversity enhancement plans to secure long term gains for wildlife and ensure that the land and environment are maintained to a high standard.

This includes:

• Management of grassland areas within the security fencing to promote wildflower meadows and sustainable sheep grazing;
• Planting and management of hedgerows and associated hedge banks;
• Management of field boundaries between security fencing and hedgerows;
• Sustainable land drainage and pond restoration;
• Installation of insect hotels and reptile hibernacula;
• Installation of boxes for bats, owls and kestrels;
• Installation of beehives by local beekeepers.

Most solar parks are designed to enable sheep grazing and the remaining plants are investigated for alterations to ensure that the farmland on which the solar assets are located can remain useful in agricultural production, which is a frequent desire of local communities.

Examples of sustainable land management activities across the portfolio include:

• Free-range chickens grazing at the New Kaine site
• The grounds of Turweston solar farm continue to be managed as wildflower meadow
• Beehives are on site at Turweston
• Bird and bat boxes have been installed at Basin Bridge
• At Turweston additional gates with sufficient gaps at the lower edge were installed to allow for safe wildlife passage across the site
• Trees and hedgerows have been planted, and hedge infill work undertaken at Dove View and Hurcott.

O&M Provider Sustainability Agreement

As detailed in previous reports the Investment Manager has been working closely with its major suppliers and counterparties to encourage the adoption of ESG and sustainability policies where such policies either did not exist or were not as robust as that of the Investment Manager’s own.

Foresight has established an O&M Provider Sustainability Agreement, which has been signed by the main providers of Operations and Maintenance services to the assets. We are pleased that these key O&M providers have agreed to align their approach with that of our own in placing sustainability at the heart of their operations.

This ground-breaking agreement stipulates where Foresight believes positive environmental and social outcomes can be achieved within supplier activity. Foresight also believes that adherence can offer long-term cost benefit and business opportunities through more efficient use of resources and intelligent forward planning.

In the long-term, Foresight will expect its O&M providers to track their own performance in these areas and report this through annual questionnaires. Foresight also expects its O&M providers to communicate these requirements and standards within their supply chain. In order to review the performance of our O&M providers, the Investment Manager will meet with them once a year and discuss how these principles worked in practice, as well as working together to update the principles, if necessary. Foresight plans to integrate these principles into future O&M contracts.

The principles that underpin the obligations of the agreements incorporate elements of both the United Nations Sustainable Development Goals and the Principles for Responsible Investment (“PRI”) international frameworks.

Social and Community Engagement

Foresight Group actively seeks to engage with the local communities around the solar assets operated by our
portfolio companies and regularly attends parish council meetings to encourage community engagement and promote the benefits of their solar assets.

Health and safety

Health and safety audits have been carried out at all assets during the period and there have been no reportable or material health and safety incidents. Safety, Health, Environment and Quality (“SHEQ”) performance and risk management are a top priority at all levels for Foresight Group. To further improve the management of SHEQ risks, reinforce best practice and ensure non-compliance with regulations is avoided, Foresight Group continues to work with independent health and safety consultants who regularly visit the assets operated by our portfolio companies to ensure they not only meet, but exceed, industry and legal standards. The consultants have confirmed that all sites are compliant with applicable regulations.

Outlook

The Investment Manager continues monitor the ever changing macroeconomic situation and government policy and remains focused on optimising the portfolio with the view to completing the sale of the assets as soon as possible.

Foresight Group LLP
Investment Manager
28 December 2022

FORESIGHT WILLIAMS TECHNOLOGY SHARES

Investment Manager’s Review

Summary

Between its launch on 20 December 2019 and the end of the reporting period, the FWT Shares fund has raised £18.8m. The Offer provides investors with the opportunity to invest in a portfolio of early-stage companies with high growth-potential, developing innovative and occasionally transformational technologies across a range of different sectors. As at 30 September 2022, the FWT fund had made 23 investments totalling £13.3m. This included eight new and three follow-on investments in the six month period to 30 September 2022 totalling £3.6m and £1.2m respectively. These investments are summarised below:

Acu-flow: a developer of surface acoustic wave nebulisers enabling the delivery of next-generation respiratory pharmaceuticals.

Cambridge GaN Devices: a developer of a new generation of gallium nitride semiconductor power.

Forefront RF: a manufacturer of next generation radio frequency modules.

Living Optics: a University of Oxford spin-out commercialising next generation hyperspectral imaging technology.

Mirico: a climate tech company providing ultra-high sensitivity gas detection and quantification services.

Novosound: a spinout from the University of West of Scotland that has developed a novel technology for use in ultrasound sensors.

Open Bionics: a designer and manufacturer of the world’s first clinically approved 3D-printed bionic limbs.

Opsydia: a developer of a laser-based technology that performs sub-surface marking of diamonds and other gemstones.

Synaptec: a developer of passive electrical sensor network for night voltage power systems monitoring.

The Salford Valve Company: a developer of innovative valve systems allowing eco-friendly inert gases to be used as propellants in aerosol sprays.

Vector Photonics: a University of Glasgow spin-out commercialising the next generation of semiconductor laser devices.

Fundraising

The Offer, made possible through an innovative collaboration between Foresight Group and Williams Advanced Engineering Ltd, continues to build positive momentum in the market. For the six months ending 30 September 2022, a further £1.7m has been raised, bringing the total raised to £3.5m in the most recent fund-raising round and £18.8m overall. 

Pipeline

The Investment Manager has a strong pipeline covering new deals and EIS portfolio follow-ons. At the time of writing three further investments have been made with an additional investment having passed the Investment Manager’s final Investment Committee stage and nearing completion. On two further deals, terms and exclusivity had been agreed and, subject to Investment Committee approval, were progressing to due diligence.  

Foresight Group LLP
Investment Manager
28 December 2022

Unaudited Half-Yearly Results and Responsibilities Statements

Principal Risks and Uncertainties

The principal risks faced by the Company are as follows:

• Performance;
• Regulatory;
• Operational; and
• Financial.

The Board reported on the principal risks and uncertainties faced by the Company in the Annual Report and Accounts for the year ended 31 March 2022. A detailed explanation can be found on page 40 of the Annual Report and Accounts which is available on Foresight Group’s website www.foresightgroup.eu or by writing to Foresight Group at The Shard, 32 London Bridge Street, London, SE1 9SG.

In the view of the Board, there have been no changes to the fundamental nature of these risks since the previous report and these principal risks and uncertainties are equally applicable to the remaining six months of the financial year as they were to the six months under review.

Directors’ Responsibility Statement

The Disclosure and Transparency Rules (‘DTR’) of the Financial Conduct Authority require the Directors to confirm their responsibilities in relation to the preparation and publication of the Half-Yearly Financial Report and financial statements.

The Directors confirm to the best of their knowledge that:

1. the summarised set of financial statements has been prepared in accordance with FRS 104;
2. the interim management report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year);
3. the summarised set of financial statements gives a true and fair view of the assets, liabilities, financial position and profit or loss of the Company as required by DTR 4.2.4R; and
4. the interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties’ transactions and changes therein).

Going Concern

The Company’s business activities, together with the factors likely to affect its future development, performance and position, are set out in the Strategic Report of the Annual Report. The financial position of the Company, its cash flows, liquidity position and borrowing facilities are described in the Chairman’s Statement, Strategic Report and Notes to the Accounts of the 31 March 2022 Annual Report. In addition, the Annual Report includes the Company’s objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments; and its exposures to credit risk and liquidity risk.

Both share classes have considerable financial resources together with investments and income generated therefrom. The O shares investments benefit from Renewable Obligation Certificates guaranteed by the UK Government. As a consequence, the Directors believe that the Company is well placed to manage its business risks successfully.

The Directors have reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

The Half-Yearly Financial Report has not been audited nor reviewed by the auditors.

On behalf of the Board

Ernie Richardson
Chairman
28 December 2022

Unaudited Non-Statutory Analysis of the Share Classes

At 30 September 2022 there was an inter-share debtor/creditor of £523,000 which has been eliminated on aggregation.

Unaudited Non-Statutory Analysis of the Share Classes

Reconciliations of Movements in Shareholders’ Funds

for the six months ended 30 September 2022

Financial Statements

Unaudited Income Statement 

for the six months ended 30 September 2022

The total column of this statement is the profit and loss account of the Company and the revenue and capital columns represent supplementary information.

All revenue and capital items in the above Income Statement are derived from continuing operations. No operations were acquired or discontinued in the period.

The Company has no recognised gains or losses other than those shown above, therefore no separate statement of total recognised gains and losses has been presented.

Unaudited Balance Sheet at 30 September 2022

Registered Number: 07289280

Unaudited Reconciliation of Movements in Shareholders’ Funds

for the six months ended 30 September 2022

*Total distributable reserves at 30 September 2022 were £23,373,000 (31 March 2022: £23,905,000).

Unaudited Cash Flow Statement

for the six months ended 30 September 2022

Notes to the Unaudited Half-Yearly Results

for the six months ended 30 September 2022

1.     The Unaudited Half-Yearly Financial Report has been prepared on the basis of the accounting policies set out in the statutory accounts of the Company for the year ended 31 March 2022. Unquoted investments have been valued in accordance with International Private Equity and Venture Capital Valuation Guidelines.
2.     These are not statutory accounts in accordance with S436 of the Companies Act 2006 and the financial information for the six months ended 30 September 2022 and 30 September 2021 has been neither audited nor formally reviewed. Statutory accounts in respect of the year ended 31 March 2022 have been audited and reported on by the Company’s auditors and delivered to the Registrar of Companies and included the report of the auditors which was unqualified and did not contain a statement under S498(2) or S498(3) of the Companies Act 2006. No statutory accounts in respect of any period after 31 March 2022 have been reported on by the Company’s auditors or delivered to the Registrar of Companies.
3.     Copies of the Unaudited Half-Yearly Financial Report for the six months ended 30 September 2022 have been sent to shareholders via their chosen method of communication and are available for inspection at the Registered Office of the Company at The Shard, 32 London Bridge Street, London, SE1 9SG. Copies are also available electronically at www.foresightgroup.eu.

4    Net asset value per share

The net asset value per share is based on net assets at the end of the period and on the number of shares in issue at that date.

5    Return per share

      The weighted average number of shares used to calculate the respective returns are shown in the table below:

6    Income

7    Investments held at fair value through profit or loss

8    Transactions with the manager

Details of arrangements with Foresight Group LLP are given in the Annual Report and Accounts for year ended 31 March 2022, in the Directors’ Report and Notes 3 and 13. All arrangements and transactions were on an arms length basis.

Foresight Group LLP, which was appointed as Investment Manager on 27 January 2020, earned fees of £489,000 in the six months ended 30 September 2022 (six months ended 30 September 2021: £316,000; year ended 31 March 2022: £692,000).

Foresight Group LLP is the Company Secretary (appointed in November 2017) and received, directly and indirectly, for accounting and company secretarial services fees of £86,000 in the six months ended 30 September 2022 (six months ended 30 September 2021: £85,000; year ended 31 March 2022: £169,000).

At the balance sheet date there was £38,000 due to (30 September 2021: £25,000 due to; 31 March 2022: £49,000 due from) Foresight Group LLP. No amounts have been written off in the period in respect of debts due to or from related parties.

 9   Related party transactions

There were no related party transactions in the period.

10  Post balance sheet event

Between the year end and the date of this report, under the offer for subscription to raise up to £20mFWT shares (with an overallotment facility to raise up to a further £10m), the Company issued a total of 1,860,642 shares which raised funds of £1.9m.
Between the year end and the date of this report, the FWT shares invested a total of £1.8m across three investee companies.

END