Shareholder Information

Capital Structure

  • The Company’s financial debt (excluding preference shares) is currently £327m which represents a gearing of 1% of GAV (31 March 2024: 29.3%).
  • The Company also includes non-amortising preference shares as part of the debt structure and therefore values the total gearing of the Company at 7% of GAV (31 March 2024: 46.4%).
  • Of the Company’s total debt 1, 71% remains at a fixed rate of interest (including the preference shares) and 29% is a floating rate at attractive margins (SONIA + 1.20% to 1.50%).
  • Breakdown of total debt (including preference shares) as at 30 June 2024:

 

Footnote:

  1. Excluding NextPower III look through debt totalling £12.1m as at 30 June 2024.

Available Capital (30 June 2024)

Out of the total £205m immediate RCFs available to the Company, c.£61.2m remains undrawn and available for deployment as at 30 June 2024.   The Company has c.£3.8m immediate cash balance available at Company level as at 30 June 2024 (this is separate from the cash currently held at Holdco/SPV level).

Preference shares simplify the capital structure by reducing the exposure to secured debt financing

Preference Shares

On 8 November 2018, the Shareholders approved the issuance of £200m of Preference Shares. The Company issued the first tranche of £100m in November 2018, and the second tranche of £100m Preference Shares were issued in August 2019.

 

Value accretive features:

  • lower issue cost of 1.1% compared to other capital raising avenues
  • lower cash cost with a fixed preferred dividend of 4.75% and no redemption requirements
  • option to redeem at nominal value starting from 1 April 2030 for six years at sole discretion of the Company
  • non-redeemable / non voting shares(1) with holder’s conversion right starting from 1 April 2036 at nominal value (plus unpaid dividend if any) relative to NAV per Ordinary Share at the date of conversion (thus no refinancing risk)

 

Why Preference Shares:

  • The issuance of £200m preference shares is expected to increase dividend cover by 0.15x and returns by 1.09% for ordinary shareholders (2)
  • Preference shares simplify the capital structure by reducing the exposure to secured debt financing
  • Preference shares provide protection against diminishing power prices compared to traditional debt financing used by peers and have no refinancing risk
  • Issuance of £200m preference estimated to have increased cashflows by £6.0m during the year compared to a proforma debt financing

 

Footnote:

(1) Redemption rights in the event of delisting or change of control of the Company – Voting rights in the event of detrimental changes to the Investment Policy or Articles.

(2) Estimates only based on a typical UK solar portfolio and when compared to issuance of new ordinary shares.

Financial debt breakdown (31 March 2024)

Financial Debt Gearing: 29.3%  

Total gearing (5): 46.4%

 

Footnotes:

  1. NESF has 326MW under long-term debt financing, 326MW under short-term debt financing and 250MW without debt financing (excludes NPIII look through debt).
  2. Loan to Value defined as ‘Debt outstanding / GAV’.
  3. Long-term debt is fully amortised over the period secured assets receive subsidies (ROCs and others).
  4. Applicable rate represents the swap rate.
  5. Represents the “real” outstanding debt balance. The “nominal” outstanding debt balances are included in the debt balances provided in Note 23b to the interim results financial statements.
  6. The total combined short and long-term debt in relation to NESF’s commitment into NPIII (on a look through equivalent basis).

 At 30 September 2023, the Company’s subsidiaries (including NPIII) had financial debt outstanding of £356m (31 March 2023: £345m), on a look-through basis.  No covenant breaches have occurred during the period.

[This data is updated at Full Year & Interim Results]