PREMIER ENERGY AND
WATER TRUST PLC
2015
Half Year Report
for the six months
to 30 June 2015
Investment Objectives
The Company’s investment objectives are to achieve a high income
and to realise long term growth in the capital value of its
portfolio. The Company will seek to achieve these objectives by
investing principally in the equity and equity-related securities
of companies operating primarily in the energy and water sectors,
as well as other infrastructure investments.
Contents
Shareholder Information |
ifc |
Investment Objectives |
1 |
Company Highlights |
2-3 |
Chairman’s Statement |
4-5 |
Investment Manager’s Report |
6-8 |
Investment Portfolio |
9 |
|
|
|
|
Consolidated Statement |
|
of Comprehensive Income |
10-11 |
Consolidated and Company |
|
Balance Sheets |
12 |
Consolidated Statement |
|
of Changes in Equity |
13 |
Consolidated and Company |
|
Cashflow Statements |
14 |
Notes to the Half Year Report |
15-18 |
Interim Management Report |
19-20 |
Directors and Advisers |
21 |
Company Highlights
for the six months to 30 June
2015
|
Six months to |
Year ended |
|
30 June |
31 December |
|
2015 |
2014 |
Total Return Performance |
|
|
Total Assets Total Return1 |
(0.3%) |
14.7% |
FTSE All-World Utilities Index Total
Return (GBP)2 |
(7.5%) |
20.5% |
FTSE All-World Index Total Return
(GBP)2 |
2.1% |
11.3% |
FTSE All-Share Index Total Return
(GBP)2 |
3.0% |
1.2% |
Ongoing charges3 |
1.6% |
1.5% |
|
Six months to |
Year ended |
|
|
30 June |
31 December |
|
|
2015 |
2014 |
% change |
Ordinary Share Returns |
|
|
|
Net Asset Value per Ordinary share
(cum income)4 |
177.83p |
196.23p |
(10.9%) |
Mid-market price per Ordinary
share |
178.75p |
192.50p |
(9.4%) |
Premium/(discount) |
0.5% |
(1.9%) |
|
Net Asset Value Total Return5 |
(5.4%) |
26.6% |
|
Share Price Total Return2 |
(3.0%) |
71.8% |
|
|
Six months to |
Six months to |
|
|
30 June |
30 June |
|
|
2015 |
2014 |
% change |
Returns and Dividends |
|
|
|
Revenue Return per Ordinary
share |
6.15p |
6.90p |
(10.8%) |
Net Dividends declared per Ordinary
share |
5.30p |
5.30p |
– |
|
Six months to |
Year ended |
|
|
30 June |
31 December |
|
|
2015 |
2014 |
% change |
Zero Dividend Preference Share
Returns |
|
|
|
Net Asset Value per Zero Dividend
Preference share4 |
214.82p |
208.18p |
3.2% |
Mid-market price per Zero Dividend
Preference share |
216.75p |
215.00p |
0.8% |
Premium |
0.9% |
3.3% |
|
|
As at |
|
30 June |
|
2015 |
Hurdle Rates |
|
Ordinary shares |
|
|
Hurdle rate to return the share
price of 185.0p |
at 30 June 20156 |
2.4% |
Zero Dividend Preference shares |
|
|
Hurdle rate to return the redemption
entitlement |
of 221.78p at 31 December 20156 |
(37.8%) |
|
Six months to |
Year ended |
|
|
30 June |
31 December |
|
|
2015 |
2014 |
% change |
Balance Sheet |
|
|
|
Gross Assets less Current
Liabilities |
£78.6m |
£79.0m |
(0.5%) |
Zero Dividend Preference shares |
(£47.2m) |
(£45.0m) |
5.6% |
Equity shareholders’ funds |
£31.4m |
£34.0m |
(7.6%) |
Gearing on Ordinary shares7 |
2.50 x |
2.32 x |
|
Zero Dividend Preference share cover
(non-cumulative)8 |
1.57 x |
1.58 x |
|
1 Based on opening and closing total assets plus dividends
marked “ex-dividend” within the period. Source: Premier Fund
Managers Limited (“PFM Ltd”).
2 Source: Bloomberg.
3 Ongoing charges have been based on the Company’s management
fees and other operating expenses as a percentage of average gross
assets less current liabilities over the year.
4 Articles of Association basis.
5 Based on opening and closing NAVs with dividends marked
“ex-dividend” within the period reinvested. Source: PFM Ltd.
6 Source: JP Morgan Cazenove. The Hurdle Rate is the compound
rate of growth or decline of the total assets required each year to
meet in the case of the Ordinary shares, the share price at
30 June 2015, and in the case of the
ZDP shares the predetermined redemption price.
7 Based on Gross Assets less Current Liabilities divided by
Equity Shareholders’ Funds at the end of each year.
8 Non-cumulative cover = Gross assets at year end less estimated
wind up costs less management charges to capital divided by final
repayment value of ZDP’s. Source: JP Morgan Cazenove and PFM
Ltd.
Chairman’s Statement
for the six months to 30 June
2015
Performance
After a very strong showing in 2014 the utilities sector has had
a disappointing start to 2015. The sector, viewed by many as a bond
proxy, has been sold down on expectations that the US Federal
Reserve and The Bank of England
will commence interest rate increases later this year or early
next, a topic explored more fully in the Investment Manager’s
Report.
Over the six months to 30 June
2015, Premier Energy and Water Trust’s (“PEWT”/the
“Company”) gross assets delivered a negative total return of 0.3%.
This represents a substantial out-performance of the FTSE All-World
Utilities Index which recorded a negative total return of 7.5%,
although was behind equities generally, the FTSE All-World Index
returning 2.1% (all indices stated as total return including
dividends, Sterling adjusted).
PEWT’s Net Asset Value per ordinary share (“NAV”) fell by 9.4%.
However, the total return to an ordinary shareholder including
dividends paid and movement in the NAV, was a negative 5.4%. The
difference between this return and the gross assets total return
above is attributable to the financing cost of the ZDP shares,
which is of course still incurred regardless of performance.
Overview of the period
Equity markets were confronted with a myriad of issues during
the half, not least a sharp slowdown in the Chinese economy, the
on-going saga of Greece, and the
prospect of interest rate increases following over 6 years of
emergency rates. In the short term at least, the market consensus
is that the utilities sector is particularly at risk from the last
of these.
In this light, the utilities in those economies where interest
rates are closest to beginning their upward cycle, namely the US
and the UK, came under some pressure. The S&P 500 Utilities
Sector Index and FTSE Utilities Index both lost value, UK utilities
falling in spite of the election of what should in theory be a
benign Conservative government. Europe was also a difficult investing
environment for the utility investor with geopolitical concerns
outweighing accommodating monetary policy.
The portfolio’s out-performance against these indices in the
half year can largely be ascribed to an underweight position in
European and US utilities, and the performance of its emerging
market investments, with some excellent returns achieved by the
Hong Kong listed Chinese utilities
in particular. PEWT’s Chinese investments are all Hong Kong listed, a market dominated by
institutions rather than retail investors, which has shielded the
portfolio from some but not all of the volatility.
Dividends
On 22 April 2015 the Company
announced the first quarterly dividend of 2.65p per Ordinary share
in respect of 2015, unchanged on the equivalent period in 2014,
which was paid on 30 June 2015. The
dividend comprised a base dividend of 1.90p plus an additional
dividend of 0.75p paid in accordance with the Company’s policy
announced in August 2013, to run down
substantially the Company’s revenue reserve. It is intended that
additional dividends will be paid with all dividends paid in
respect of 2015, finishing with the fourth interim dividend
expected to be paid in March
2016.
On 28 July 2015 the Company
declared an unchanged second interim dividend for the 2015
financial year of 2.65p, which comprised a 1.90p base dividend plus
0.75p additional dividend. This second interim dividend will be
paid on 30 September 2015 to members
on the register at the close of business on 28 August 2015. The Ordinary shares will be
marked ex-dividend on 27 August
2015.
Refinancing of ZDP Shares
Shareholders will be aware that the Company’s ZDP shares mature
at the end of 2015, with a capital entitlement payable to ZDP
shareholders of 221.78p per ZDP share. On the maturity date the ZDP
share issue will have a value of £48.7 million, based on the number
in issue on 30 June 2015.
During the second half of 2015, your Board and Investment
Manager will be meeting with ZDP shareholders with the intention of
putting in place a follow-on instrument into which existing ZDP
shareholders can transfer their current investment if they so
choose. The nature, size, and pricing of the follow-on instrument
will be determined by investor demand and market conditions as we
progress through the second half of 2015.
Outlook
PEWT has experienced a testing start to the year, even though on
a gross assets level the portfolio has significantly out-performed
the utilities sector. Since the interim period end, the outlook for
equities has become more difficult, with the Eurozone continuing to
be weighed down by the Greek issue, the full implications of which
are unknown. In addition the Chinese domestic equity market has
seen a period of extreme volatility, which has been felt to an
extent in the Company’s Hong Kong
listed investments. On the positive side, the recent weakness of
the utilities sector has resulted in the portfolio looking even
more attractively valued, and has created some investment
opportunities.
Maintaining a robust investment portfolio able to withstand
short-term volatility, whilst at the same time retaining the
ability to capture longer term growth and income development, will
remain key to PEWT’s investment policy.
Geoffrey Burns
Chairman
11 August 2015
Investment Manager’s Report
for the six months to 30 June
2015
Market review
The first half of 2015 has seen an excellent operational
performance by many of PEWT’s investments. However, as highlighted
in the Chairman’s statement, the external environment has been
difficult with a mixture of geopolitical risks and concerns over
interest rates holding back valuations to produce a disappointing
overall performance.
As we have said previously, the evidence for medium to long-term
correlation between the utilities sector and interest rates is
unconvincing. Unfortunately, this does not prevent the sector from
being sold down in the short term when the market is concerned
about interest rates. We would again re-iterate that for a typical
regulated utility, interest costs are a pass through element of the
regulatory model, and that over time interest rate increases result
in higher allowed returns, offsetting any element of discounting on
the value of the company itself.
Against this background, utilities in some of the larger equity
markets performed poorly over the six months; the S&P 500
Utilities Index returned a negative 11.5%, well below its parent
index, the S&P 500, which had a positive return of 0.3% (total
return based on net dividends, Sterling adjusted). Likewise the
FTSE Utilities Index showed a negative total return of 5.3%, well
below the FTSE All-Share which managed a creditable positive total
return of 3.0%. Under-performance in European utilities was even
more pronounced, with the EuroStoxx Utilities Index losing 8.5%
(total return, net dividends, Sterling adjusted) against a positive
return on the same basis of 3.7% for the EuroStoxx itself.
As a result of the under-performance, the utilities sector is
now trading at an attractive valuation, particularly when
considered relative to wider market indices.
Portfolio highlights
OPG Power completed its capacity expansion programme in the
period, commissioning a new unit at its Chennai facility, plus a whole new power
station in Gujarat, its largest to date. Barring the announcement
of any new projects, the company should become very cash flow
generative from here, and management have indicated a maiden
dividend will be paid in respect of the financial year to
March 2016. Its shares rose in value
by 3.9% in the half following their very strong performance in
2014. Unfortunately, further down the portfolio, the performance of
Indian renewable energy company Greenko has been a concern. While
the business itself is performing well, the company has in the past
signed dilutive mezzanine financing deals, about which the market
has become increasingly concerned. We are looking to management not
only to restructure these deals to put a cap on dilution, but also
to improve the quality of the company’s corporate governance.
PEWT’s Chinese investments generally performed well during the
half. The largest position, hydro and thermal generation company
China Power International, saw its shares gain 50.4% over the six
months, with the company recording a 20.8% growth in earnings for
2014. Waste incineration company China Everbright International was
also a strong performer, its shares gaining 20.5% and the company
recording 2014 earnings growth of 28.6%.
Staying in China, the position
in Fortune Oil was sold in the period with the company being
taken-over by its main shareholder / management group. While the
price offered was below what we felt the company was worth, the
gain of 43% on cost was, nonetheless, a satisfactory result.
The holding in Renewable Energy Generation Limited (“REG”) was a
disappointment, its shares losing 19.2% over the first half.
However, the fundamental valuation remains intact, and if anything,
recent changes to UK renewables subsidy legislation should hasten
REG’s move toward a cash generative “utility” business model, which
we believe the market will reward with a higher valuation than
their current developer model.
The pullback in US utility valuations has allowed us to build
positions in some new US names. TECO Energy is a Florida based utility serving an affluent and
growing population with a lower than average tariff. It therefore
presents a relatively low regulatory risk, and its high yield
should also enhance PEWT’s revenue earnings. The holding in the
First Trust MLP & Energy Income Fund has also been increased,
offering an enhanced yield and a diversified exposure to US
utilities and pipelines.
Shortly after the period end, the holding in Ecofin Convertible
Loan Notes was sold. While the notes had paid a high coupon, the
potential conversion upside has not materialised, and appears
unlikely to do so before the notes’ maturity in July 2016.
Currency
A significant negative factor over the first half of the year
was the weakness of many currencies in which PEWT invests. Measured
against Sterling, the Euro fell by 9.5%, the Polish Zloty by 7.0%,
the Brazilian Real fell 17.7%, the Malaysian Ringgit by 8.9%, and
the Chilean Peso by 8.9%. While the portfolio was hedged against
the declining Euro for some of the period, the weakness in emerging
market currencies was unhedged.
Sterling also strengthened marginally against the US Dollar, by
0.9%, in part buoyed by the decisive result of the general
election.
Balance sheet and gearing
The combination of a reduction in portfolio value and
compounding of ZDP shares has led to an increase in gearing for the
Ordinary shares from 2.32x at 31 December
2014 to 2.5x at 30 June 2015.
ZDP cover fell for the same reason.
Outlook
Considering the weakness in many emerging currencies, and poor
performance in many of the developed market utility sectors, the
Company’s performance looks relatively strong. However, the overall
result is still disappointing.
Having said this, the market movements have presented the
opportunity to add some new holdings at attractive levels with the
sector now trading at a marked discount.
James Smith
Claire Long
Premier Fund Managers Limited
11 August 2015
GEOGRAPHIC ALLOCATION 2015
30 June 2015
SECTOR ALLOCATION 2015
30 June 2015
Investment Portfolio |
|
|
|
|
|
|
at 30 June 2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value |
% total |
June |
December |
Company |
Activity |
Country |
£000 |
investments |
2015 |
2014 |
OPG Power Ventures |
Multi Utility |
India |
7,828 |
10.1 |
1 |
(1) |
China Power International |
Electricity Generation |
China |
6,197 |
8.0 |
2 |
(3) |
Renewable Energy Generation |
Renewable Energy |
UK |
3,791 |
4.9 |
3 |
(2) |
Huaneng Power International |
Electricity Generation |
China |
3,183 |
4.1 |
4 |
(4) |
First Trust MLP & Energy |
Multi Utility |
USA |
2,808 |
3.6 |
5 |
(12) |
TECO Energy |
Multi Utility |
USA |
2,804 |
3.6 |
6 |
(46) |
Ecofin Water & Power* |
Investment Company |
UK |
2,722 |
3.5 |
7 |
(6) |
Qatar Electricity and Water |
Multi Utility |
Qatar |
2,574 |
3.3 |
8 |
(11) |
National Grid |
Electricity & Gas
Transmission |
UK |
2,492 |
3.2 |
9 |
(15) |
China Everbright International |
Water & Waste |
China |
2,490 |
3.2 |
10 |
(9) |
Enersis |
Electricity Integrated |
Chile |
2,419 |
3.1 |
11 |
(8) |
EDP - Energias do Brasil |
Electricity Generation &
Transmission |
Brazil |
2,371 |
3.1 |
12 |
(13) |
Nextera Energy |
Electricity Generation |
USA |
2,244 |
2.9 |
13 |
(18) |
GDF Suez |
Multi Utility |
France |
2,180 |
2.8 |
14 |
(7) |
SSE |
Multi Utility |
UK |
2,004 |
2.6 |
15 |
(10) |
Huaneng Renewables |
Renewable Energy |
China |
1,849 |
2.4 |
16 |
(20) |
Tenaga Nasional |
Electricity Generation |
Malaysia |
1,765 |
2.3 |
17 |
(14) |
Beijing Enterprises Holdings |
Gas Transmission |
China |
1,529 |
2.0 |
18 |
– |
Infinis Energy |
Renewable Energy |
UK |
1,512 |
2.0 |
19 |
(33) |
Acea |
Multi Utilities |
Italy |
1,485 |
2.0 |
20 |
(25) |
China Resources Power Holdings |
Electricity Generation |
China |
1,464 |
1.9 |
21 |
(23) |
Hera |
Multi Utility |
Italy |
1,461 |
1.9 |
22 |
(27) |
Pennon Group |
Water & Waste |
UK |
1,401 |
1.8 |
23 |
(31) |
Greenko Group** |
Renewable Energy |
India |
1,307 |
1.6 |
24 |
(16) |
GCP Infrastructure Investments |
Multi Utility |
UK |
1,183 |
1.5 |
25 |
– |
Transelectrica |
Electricity Generation |
Romania |
1,182 |
1.5 |
26 |
(29) |
Consolidated Edison |
Electricity Generation |
USA |
1,104 |
1.4 |
27 |
(28) |
Energa |
Electricity Generation |
Poland |
1,067 |
1.4 |
28 |
(24) |
Ausnet Services |
Electricity Generation |
Australia |
1,023 |
1.3 |
29 |
(32) |
Keppel Infrastructure Trust |
Multi Utility |
Singapore |
995 |
1.3 |
30 |
– |
The Southern Company |
Electricity Generation |
USA |
932 |
1.2 |
31 |
– |
Metro Pacific Investments |
Multi Utility |
Philippines |
928 |
1.2 |
32 |
(35) |
Snam |
Gas Transmission |
Italy |
889 |
1.2 |
33 |
(17) |
Sembcorp Industries |
Multi Utility |
Singapore |
801 |
1.0 |
34 |
(30) |
AES Tiete |
Electricity Generation |
Brazil |
663 |
0.9 |
35 |
(38) |
Cia Energetica de Minas Gerais |
Electricity Generation |
Brazil |
595 |
0.8 |
36 |
(34) |
Transgaz |
Gas Transmission |
Romania |
590 |
0.8 |
37 |
(50) |
China Power New Energy
Development |
Renewable Energy |
China |
517 |
0.7 |
38 |
(45) |
Beijing Jingneng Clean Energy |
Electricity Generation |
China |
483 |
0.6 |
39 |
(43) |
CMS Energy |
Multi Utility |
USA |
466 |
0.6 |
40 |
– |
Hafslund |
Electricity Generation |
Norway |
462 |
0.5 |
41 |
(44) |
Enea |
Electricity Generation |
Poland |
320 |
0.4 |
42 |
– |
Fondul Proprietatea |
Multi Utility |
Romania |
314 |
0.4 |
43 |
(48) |
Consolidated Water |
Water & Waste |
USA |
304 |
0.4 |
44 |
(47) |
Edison International |
Electricity Generation |
USA |
247 |
0.3 |
45 |
– |
Tractebel Energia |
Electricity Generation |
Brazil |
174 |
0.2 |
46 |
(49) |
Cia de Saneamento do Parana |
Water & Waste |
Brazil |
172 |
0.2 |
47 |
(51) |
Polenergia |
Electricity Generation |
Poland |
151 |
0.1 |
48 |
– |
Cia de Saneamento de Minas
Gerais |
Water & Waste |
Brazil |
70 |
0.1 |
49 |
– |
|
|
|
77,512 |
99.9 |
|
|
PEWT Securities PLC |
|
|
50 |
0.1 |
|
|
Total investments |
|
|
75,562 |
100.0 |
|
|
* Holding in convertible bonds and ordinary shares
** Holding in bonds and ordinary shares
Consolidated Statement of Comprehensive Income
for the six months to 30 June
2015
|
|
(Unaudited) |
(Unaudited) |
(Unaudited) |
(Unaudited) |
(Unaudited) |
(Unaudited) |
(Audited) |
(Audited) |
(Audited) |
|
|
Six months to 30 June 2015 |
Six months to 30 June 2015 |
Six months to 30 June 2015 |
Six months to 30 June 2014 |
Six months to 30 June 2014 |
Six months to 30 June 2014 |
Year ended 31 December 2014 |
Year ended 31 December 2014 |
Year ended 31 December 2014 |
|
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
|
Notes |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
(Losses)/gains on investments held at
fair value |
|
|
|
|
|
|
|
|
|
|
through profit or loss |
|
– |
(1,274) |
(1,274) |
– |
7,604 |
7,604 |
– |
8,627 |
8,627 |
Income |
|
1,636 |
– |
1,636 |
1,740 |
– |
1,740 |
3,067 |
– |
3,067 |
Investment management fee |
|
(156) |
(235) |
(391) |
(148) |
(226) |
(374) |
(301) |
(455) |
(756) |
Other expenses |
|
(241) |
– |
(241) |
(278) |
– |
(278) |
(817) |
– |
(817) |
Profit before finance costs and
taxation |
|
1,239 |
(1,509) |
(270) |
1,314 |
7,378 |
8,692 |
1,949 |
8,172 |
10,121 |
Finance costs |
|
– |
(1,352) |
(1,352) |
– |
(1,284) |
(1,284) |
– |
(2,635) |
(2,635) |
Profit before taxation |
|
1,239 |
(2,861) |
(1,622) |
1,314 |
6,094 |
7,408 |
1,949 |
5,537 |
7,486 |
Taxation |
|
(166) |
– |
(166) |
(137) |
– |
(137) |
(222) |
– |
(222) |
Total comprehensive income for the
period |
|
1,073 |
(2,861) |
(1,788) |
1,177 |
6,094 |
7,271 |
1,727 |
5,537 |
7,264 |
Return per Ordinary share
(pence) |
|
|
|
|
|
|
|
|
|
|
- basic |
3 |
6.15 |
(16.38) |
(10.23) |
6.90 |
35.70 |
42.60 |
10.11 |
32.42 |
42.53 |
The total column of this statement represents the Group’s profit
or loss, prepared in accordance with IFRS.
As the parent of the Group, the Company has taken advantage of the
exemption not to publish its own separate Statement of
Comprehensive Income. The Company’s total comprehensive income for
the half year ended 30 June 2015 was
£(1,788,000).
The supplementary revenue and capital columns are prepared under
guidance published by the Association of Investment Companies
(“AIC”).
All items derive from continuing operations; the Group does not
have any other recognised gains or losses.
Consolidated and Company Balance Sheets
for the financial year ended 30 June
2015
|
|
(Unaudited) |
(Unaudited) |
(Unaudited) |
(Audited) |
(Audited) |
|
|
Group |
Company |
Company |
Group |
Company |
|
|
30 June |
30 June |
30 June |
31 December |
31 December |
|
|
2015 |
2015 |
2014 |
2014 |
2014 |
|
Notes |
£000 |
£000 |
£000 |
£000 |
£000 |
Non current assets |
|
|
|
|
|
|
Investments at fair value through
profit or loss |
|
77,512 |
77,562 |
75,864 |
77,336 |
77,386 |
Current assets |
|
|
|
|
|
|
Debtors |
|
685 |
685 |
484 |
1,658 |
1,658 |
Cash at bank |
|
1,075 |
1,075 |
1,286 |
268 |
268 |
|
|
1,760 |
1,760 |
1,770 |
1,926 |
1,926 |
Total assets |
|
79,272 |
79,322 |
77,634 |
79,262 |
79,312 |
Current liabilities |
|
|
|
|
|
|
Creditors: amounts falling due |
|
|
|
|
|
|
within one year |
|
(664) |
(714) |
(438) |
(265) |
(315) |
Zero Dividend Preference shares |
|
(47,190) |
(47,190) |
(42,820) |
(44,970) |
(44,970) |
|
|
(47,854) |
(47,904) |
(43,258) |
(45,235) |
(45,285) |
Net assets |
|
31,418 |
31,418 |
34,376 |
34,027 |
34,027 |
Equity attributable to |
|
|
|
|
|
|
Ordinary Shareholders |
|
|
|
|
|
|
Share capital |
|
177 |
177 |
174 |
174 |
174 |
Share premium |
|
8,036 |
8,036 |
6,884 |
7,444 |
7,444 |
Redemption reserve |
|
88 |
88 |
88 |
88 |
88 |
Capital reserve |
|
14,115 |
14,115 |
17,533 |
16,976 |
16,976 |
Special reserve |
|
7,472 |
7,472 |
7,472 |
7,472 |
7,472 |
Revenue reserve |
|
1,530 |
1,530 |
2,228 |
1,873 |
1,873 |
Total equity attributable to |
|
|
|
|
|
|
Ordinary Shareholders |
|
31,418 |
31,418 |
34,376 |
34,027 |
34,027 |
Net asset value per Ordinary |
|
|
|
|
|
|
share (pence) |
|
|
|
|
|
|
– International Financial |
|
|
|
|
|
|
Reporting Standards basis |
4 |
177.63 |
177.63 |
201.41 |
195.80 |
195.80 |
Net asset value per Ordinary |
|
|
|
|
|
|
share (pence) |
|
|
|
|
|
|
– Articles of Association basis |
4 |
177.83 |
177.83 |
202.05 |
196.23 |
196.23 |
Consolidated Statement of Changes in Equity
For the six months to 30 June 2015
(unaudited) |
|
|
|
|
|
|
|
|
Ordinary |
Share |
|
|
|
|
|
|
share |
premium |
Redemption |
Capital |
Special |
Revenue |
|
|
capital |
reserve |
reserve |
reserve |
reserve |
reserve |
Total |
|
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
Balance at 1 January 2015 |
174 |
7,444 |
88 |
16,976 |
7,472 |
1,873 |
34,027 |
Total comprehensive income |
|
|
|
|
|
|
|
for the period |
– |
– |
– |
(2,861) |
– |
1,073 |
(1,788) |
Tap issue of Ordinary shares |
|
|
|
|
|
|
|
during the period |
3 |
592 |
– |
– |
– |
– |
595 |
Ordinary dividends paid |
– |
– |
– |
– |
– |
(1,416) |
(1,416) |
Balance at 30 June 2015 |
177 |
8,036 |
88 |
14,115 |
7,472 |
1,530 |
31,418 |
For the six months to 30 June 2014
(unaudited) |
|
|
|
|
|
|
|
|
Ordinary |
Share |
|
|
|
|
|
|
share |
premium |
Redemption |
Capital |
Special |
Revenue |
|
|
capital |
reserve |
reserve |
reserve |
reserve |
reserve |
Total |
|
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
Balance at 1 January 2014 |
171 |
6,884 |
88 |
11,439 |
7,472 |
2,399 |
28,453 |
Total comprehensive income |
|
|
|
|
|
|
|
for the period |
– |
– |
– |
6,094 |
– |
1,177 |
7,271 |
Ordinary dividends paid |
– |
– |
– |
– |
– |
(1,348) |
(1,348) |
Balance at 30 June 2014 |
171 |
6,884 |
88 |
17,533 |
7,472 |
2,228 |
34,376 |
For the financial year ended 31
December 2014 (audited) |
|
|
|
|
|
|
|
|
Ordinary |
Share |
|
|
|
|
|
|
share |
premium |
Redemption |
Capital |
Special |
Revenue |
|
|
capital |
reserve |
reserve |
reserve |
reserve |
reserve |
Total |
|
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
Balance at 1 January 2014 |
171 |
6,884 |
88 |
11,439 |
7,472 |
2,399 |
28,453 |
Total comprehensive income |
|
|
|
|
|
|
|
for the year |
– |
– |
– |
5,537 |
– |
1,727 |
7,264 |
Tap issue of Ordinary shares |
|
|
|
|
|
|
|
during the year |
3 |
560 |
– |
– |
– |
– |
563 |
Ordinary dividends paid |
– |
– |
– |
– |
– |
(2,253) |
(2,253) |
Balance at |
|
|
|
|
|
|
|
31 December 2014 |
174 |
7,444 |
88 |
16,976 |
7,472 |
1,873 |
34,027 |
Consolidated and Company Cashflow Statements
for the six months ended 30 June
2015
|
(Unaudited) |
(Unaudited) |
(Unaudited) |
(Audited) |
(Audited) |
|
Group |
Company |
Company |
Group |
Company |
|
Six months |
Six months |
Six months |
Year ended |
Year ended |
|
ended 30 June |
ended 30 June |
ended 30 June |
31 December |
31 December |
|
2015 |
2015 |
2014 |
2014 |
2014 |
|
£000 |
£000 |
£000 |
£000 |
£000 |
(Loss)/profit before finance |
|
|
|
|
|
costs and taxation |
(270) |
(270) |
8,692 |
10,121 |
10,121 |
Adjustments for |
|
|
|
|
|
Movement in investments held at |
|
|
|
|
|
fair value through profit or
loss |
1,509 |
1,509 |
(7,378) |
(8,627) |
(8,627) |
(Increase)/decrease in trade
and |
|
|
|
|
|
other receivables |
972 |
972 |
(226) |
(28) |
(28) |
Increase/(decrease) in trade
and |
|
|
|
|
|
other payables |
44 |
44 |
(159) |
84 |
84 |
Net cash flows from operating
activities |
2,255 |
2,255 |
929 |
1,550 |
1,550 |
Overseas taxation paid |
(143) |
(143) |
(135) |
(217) |
(217) |
Investing activities |
|
|
|
|
|
Purchases of investments |
(18,094) |
(18,094) |
(19,044) |
(27,582) |
(27,582) |
Proceeds from sales of
investments |
17,088 |
17,088 |
19,355 |
27,241 |
27,241 |
Net cash flows from investing
activities |
(1,006) |
(1,006) |
311 |
(341) |
(341) |
Financing activities |
|
|
|
|
|
Proceeds from issue of shares |
1,117 |
1,117 |
- |
- |
- |
Dividends paid |
(1,416) |
(1,416) |
(1,348) |
(2,253) |
(2,253) |
Net cash used in financing
activities |
(299) |
(299) |
(1,348) |
(2,253) |
(2,253) |
(Decrease)/increase in cash |
|
|
|
|
|
and cash equivalents |
807 |
807 |
(243) |
(1,261) |
(1,261) |
Cash and cash equivalents, |
|
|
|
|
|
beginning of period |
268 |
268 |
1,529 |
1,529 |
1,529 |
Cash and cash equivalents |
|
|
|
|
|
at end of period |
1,075 |
1,075 |
1,286 |
268 |
268 |
Notes to the Half Year Report
ACCOUNTING POLICIES
1.1 Basis of preparation
Following the incorporation of the Company’s wholly-owned
subsidiary, PEWT Securities PLC, on 25 July
2014 the financial statements of the Group and Company have
been prepared in accordance with International Financial Reporting
Standards (“IFRS”) as adopted by the European Union, and as applied
in accordance with the provisions of the Companies Act 2006. These
comprise standards and interpretations of the International
Accounting Standards and Standing Interpretations Committee as
approved by the International Accounting Standards Committee
(“IASC”) that remain in effect, to the extent that IFRS have been
adopted by the European Union. Previously, the financial statements
were prepared in accordance with UK Generally Accepted Accounting
Practice (“UK GAAP”). The transition to IFRS did not result in any
significant changes to the accounting polices.
The Half-year Financial Statements have been prepared in
accordance with International Accounting Standard (“IAS”) 34
“Interim Financial Reporting” and in accordance with the Statement
of Recommended Practice (“SORP”) for investment trusts issued by
the Association of Investment Companies (“AIC”) in November 2014, where the SORP is not inconsistent
with IFRS.
The financial information contained in this Half-year Report
does not constitute statutory accounts as defined in Section 434 of
the Companies Act 2006. The financial information for the periods
ended 30 June, 2015 and 30 June, 2014 have not been audited. The
financial information for the year ended 31
December, 2014 has been extracted from the latest published
audited accounts. Those accounts have been filed with the Registrar
of Companies and included the Independent Auditor’s Report which,
in respect of both sets of accounts, was unqualified, did not
contain an emphasis of matter reference, and did not contain a
statement under Section 498(2) or (3) of the Companies Act 2006.
Those statutory accounts were prepared in accordance with IFRS, as
adopted by the European Union.
The functional currency of the Company is Sterling as this is
the currency of the primary economic environment in which the
Company operates. Accordingly, the Financial Statements are
presented in Sterling rounded to the nearest thousand pounds.
The same accounting policies, presentation and methods of
computation have been followed in these Financial Statements as
were applied in the preparation of the Company’s Financial
Statements for the previous accounting periods.
IFRS 10 Consolidated Financial Statements
The Financial Statements in these accounts reflect the adoption
of IFRS 10 (including the Investment Entities amendment) which
requires investment companies to value subsidiaries (except for
those providing investment related services) at fair value through
profit and loss rather than consolidate them. The Directors, having
assessed the criteria, believe that the Group meets the criteria to
be an investment entity under IFRS 10 and that this accounting
treatment better reflects the Company’s activities as an investment
trust. Therefore all investments in subsidiaries (with the
exception of PEWT Securities PLC) are carried at fair value through
profit and loss in accordance with IAS 39.
PEWT Securities PLC, which is controlled by the Company, holds
the ZDP shares and has lent the proceeds to the Company. It is
considered to provide investment related services to the Group and
is therefore required to be consolidated under the IFRS 10
Investment Entities amendment. PEWT Securities PLC has been
consolidated in these Financial Statements using consistent
accounting policies to those applied by the Company.
1.2 Presentation of Statement of Comprehensive
Income
In order to better reflect the activities of the Company as an
investment trust company, and in accordance with guidance issued by
the AIC, supplementary information which analyses the Consolidated
Statement of Comprehensive Income between items of a revenue and
capital nature has been presented alongside the Consolidated
Statement of Comprehensive Income.
1.3 Use of estimates
The preparation of Financial Statements requires the Company to
make estimates and assumptions that affect the items reported in
the Balance Sheet and Statement of Comprehensive Income and the
disclosure of contingent assets and liabilities at the date of the
Financial Statements. Although these estimates are based on
management’s best knowledge of current facts, circumstances and, to
some extent, future events and actions, the Company’s actual
results may ultimately differ from those estimates, possibly by a
significant amount. The investments in the equity of unquoted
companies that the Company holds are not traded and as such the
prices are more uncertain than those of more widely traded
securities. The unquoted investments are valued by reference to
valuation techniques approved by the Directors and in accordance
with the International Private Equity and Venture Capital Valuation
(“IPEV”) Guidelines and IFRS 13.
1.4 Segmental reporting
The chief operating decision maker has been identified as the
Board of the Company. The Board reviews the Company’s internal
management accounts in order to analyse performance. The Directors
are of the opinion that the Company is engaged in one segment of
business, being the investment business. Geographical segmental
analysis has not been disclosed because the Directors are of the
opinion that as an investment company the geographical sources of
revenues received by the Company are incidental to its investment
activity. The geographical allocation of the investments from which
income is received and to which non-current assets relate is given
on page 7.
2. Dividend
On 28 July 2015 the Directors
declared a second interim dividend of 2.65p per Ordinary share
comprised of a base dividend of 1.9p and an additional dividend of
0.75p for the year ending 31 December
2015 to holders of Ordinary shares on the register on
28 August 2015. The Ordinary shares
will be marked ex-dividend on 27 August
2015 and the dividend will be paid on 30September 2015.
3. Total return per Ordinary share
The total return per Ordinary share is based on the total
comprehensive income for the half year after taxation of
£(1,788,000) (six months ended 30 June
2014: £7,271,000; year ended 31
December 2014: £7,264,000) and on the weighted average of
17,460,690 Ordinary shares in issue during the six months ended
30 June 2015 (six months ended
30 June 2014: 17,068,480 Ordinary
shares; year ended 31 December 2014:
weighted average of 17,080,370 Ordinary shares).
During the six months to 30 June
2015 the Company allotted and issued 310,000 Ordinary shares
by way of a tap issue at a price of 191.75
pence per share. PEWT Securities PLC allotted and issued
384,681 New Zero Dividend preference shares of 1 pence each par value for cash, at a price of
216 pence per share. The accrued
capital entitlement at that date was 213.04
pence per share.
4. Net Asset Value
The Net Asset Value differences reported below arise from the
treatment of the premium (net of expenses) from the issue of Zero
Dividend Preference (“ZDP”) shares in December 2011 of £330,000. In accordance with UK
Accounting Standards this has been included with the ZDP liability
and is being amortised over the life of the ZDP shares. In
accordance with the Articles of Association the premium has been
included with shareholders equity and the ZDP liability reflects
their accrued capital entitlement at 30 June
2015 and 31 December 2014.
The net asset value per share and the net assets available to
each class of share calculated in accordance with International
Financial Reporting Standards, are as follows:
|
Net asset value |
Net assets |
Net asset value |
Net assets |
|
per share |
available |
per share |
available |
|
30 June |
30 June |
31 December |
31 December |
|
2015 |
2015 |
2014 |
2014 |
|
Pence |
£000 |
Pence |
£000 |
17,688,480 Ordinary shares of £0.01
each |
|
|
|
|
in issue (2014:17,378,480) |
177.63 |
31,418 |
195.80 |
34,027 |
21,949,735 Zero Dividend Preference
shares |
|
|
|
|
of £0.01 each in issue*
(2014:21,565,054) |
214.99 |
47,190 |
208.53 |
44,970 |
*Classified as a liability.
The net asset value per share and the net assets available to
each class of share calculated in accordance with the Articles of
Association, are as follows:
|
Net asset value |
Net assets |
Net asset value |
Net assets |
|
per share |
available |
per share |
available |
|
30 June |
30 June |
31 December |
31 December |
|
2015 |
2015 |
2014 |
2014 |
|
Pence |
£000 |
Pence |
£000 |
17,688,480 Ordinary shares of £0.01
each |
|
|
|
|
in issue (2014:17,378,480) |
177.83 |
31,455 |
196.23 |
34,102 |
21,949,735 Zero Dividend Preference
shares |
|
|
|
|
of £0.01 each in issue*
(2014:21,565,054) |
214.82 |
47,153 |
208.18 |
44,895 |
*Classified as a liability.
5. Taxation charge
The taxation charge of £166,000 (30 June
2014: £137,000 and 31 December
2014: £222,000) relates to irrecoverable overseas
taxation.
6. Investment management fee charged by
Premier Fund Managers Limited
|
(Unaudited) |
(Unaudited) |
(Audited) |
|
Six months to |
Six months to |
Year ended |
|
30 June |
30 June |
31 December |
|
2015 |
2014 |
2014 |
|
£000 |
£000 |
£000 |
Basic fee: |
|
|
|
40% charged to revenue |
156 |
148 |
301 |
60% charged to capital |
235 |
226 |
455 |
|
391 |
374 |
756 |
7. Section 1158 of the Income and Corporation
Tax Act 2010
It is the intention of the Directors to conduct the affairs of
the Company so that they satisfy the conditions for approval as an
investment trust company set out in section 1158 of the Income and
Corporation Tax Act 2010.
8. Post balance sheet event.
On 28 July 2015, by way of a tap
issue in response to market demand, PEWT Securities PLC allotted
and issued 496,364 New Zero Dividend Preference shares of
1 pence each par value for cash, at a
price of 217 pence per share. On the
same day Premier Energy and Water Trust PLC allotted and issued
400,000 New Ordinary shares of 1
pence each par value for cash, at a price of 169.75 pence per share.
Interim Management Report
Premier Energy and Water Trust PLC is required to make the
following disclosures in its half year report:
PRINCIPAL RISKS AND UNCERTAINTIES
The Board believes that the principal risks and uncertainties
faced by the Company continue to fall into the following
categories:
• Structure of the Company and gearing •
Discount volatility
• Dividend levels • Operational
• Currency risk • Accounting, legal and
regulatory
• Liquidity risk • Political and regulatory
• Market price risk
Information on each of these is given in the Strategic Report in
the Annual Report for the year ended 31
December 2014.
Alternative Investment Fund Management Directive (“AIFMD”)
The Company was entered in the register of small registered UK
AIFMs with effect from 23 June 2014,
under the Alternative Investment Fund Managers Regulations 2013
(“AIFMRs”). On 30 December 2014 the
Company advised the Financial Conduct Authority that the value of
its assets under management had exceeded the 100 million Euro threshold for the first time on
23 December 2014 and therefore it was
the intention that the Company would be appointing Premier
Portfolio Managers Limited (“PPM”) as its Alternative Investment
Fund Manager (“AIFM”) within 30 days commencing 23 December 2014.
On 20 January 2015 the Company
announced that it had appointed PPM to act as its Alternative
Investment Fund Manager (“AIFM”) pursuant to an Alternative
Investment Fund Management Agreement entered into by the Company
and the AIFM on 20 January 2015 (the
“AIFM Agreement”).PPM has been approved as an AIFM by the UK’s
Financial Conduct Authority. The investment management agreement
entered into by the Company and Premier Fund Managers Limited
(“PFM”) on 3 August 2011 (the “IMA”)
has been terminated although PPM has delegated the portfolio
management of the Company’s portfolio of assets to PFM. The AIFM
Agreement is based on the IMA and differs to the extent necessary
to ensure that the relationship between the Company and PPM is
compliant with the requirements of AIFMD. The fees payable to PPM
for acting as the Investment Manager and the notice period under
the AIFM Agreement are unchanged from the IMA. PPM will receive a
fixed fee of £20,000 per annum in respect of its appointment as the
AIFM.
The Company and PPM have also entered into a depositary
agreement with Northern Trust Global Services Limited (“NT”)
pursuant to which NT has been appointed as the Company’s depositary
for the purposes of AIFMD.
In accordance with AIFMD regulations the Company has published a
pre investment disclosure document which can be found on the
Company’s website at
https://www.premierfunds.co.uk/media/59009/premier-energy-and-water-trust-pre-investment-disclosure-document-aifmd-.pdf.
RELATED PARTY TRANSACTIONS
The Directors are recognised as a related party under the
Listing Rules and during the six months to 30 June 2015 fees paid to Directors of the
Company totalled £41,000 (six months ended 30 June 2014 : £41,000 and year to 31 December 2014: £82,000).
GOING CONCERN
The Directors believe, having considered the Company’s
investment objectives, risk management policies, capital management
policies and procedures, nature of the portfolio and income and
expenditure projections, that the Company has adequate resources,
an appropriate financial structure and suitable management
arrangements in place to continue in operational existence for the
foreseeable future. For these reasons, they consider there is
reasonable evidence to continue to adopt the going concern basis in
preparing the accounts.
DIRECTORS’ RESPONSIBILITY STATEMENT
The Directors are responsible for preparing the half year
report, in accordance with applicable law and regulations. The
Directors confirm that, to the best of their knowledge:
• The condensed set of Financial Statements within the Half-year
Report has been prepared in accordance with IAS 34, “Interim
Financial Reporting”, as adopted by the European Union; and
• The Interim Management Report includes a fair review of the
information required by 4.2.7R (indication of important events
during the first six months of the year) and 4.2.8R (disclosure of
related party transactions and changes therein) of the FCA’s
Disclosure and Transparency Rules.
For and on behalf of the Board.
Geoffrey Burns
Chairman
11 August 2015
Shareholder Information
SHARE PRICE AND PERFORMANCE INFORMATION
The Ordinary shares and Zero Dividend Preference shares are
listed on the London Stock Exchange. Information about the Company
and that of the other investment company managed by Premier, the
Acorn Income Fund Limited, including current share prices can be
obtained directly from:
www.premierfunds.co.uk
Contact Premier on 01483 400 400, or by e-mail to
premier@premierfunds.co.uk.
SHARE DEALING
Shares can be purchased through a stockbroker.
Information on the Premier ISA can be obtained by contacting
Premier on 01483 400 400.
SHARE REGISTER ENQUIRIES
The register for the Ordinary shares and Zero Dividend
Preference shares is maintained by Capita Registrars. In the event
of queries regarding your holding, please contact the Registrar on
0871 664 0300 (calls cost 10p per minute plus network extras, lines
are open Monday to Friday 9.00 a.m. to 5.30
p.m.); overseas +44 208 639 3399; or e-mail
ssd@capitaregistrars.com. Changes of name and/or address must be
notified in writing to the Registrar.
STATEMENT REGARDING NON-MAINSTREAM INVESTMENT PRODUCTS
The Company currently conducts its affairs so that both the
Ordinary shares issued by the Company and the Zero Dividend
Preference shares issued by the Company’s wholly-owned subsidiary
PEWT Securities PLC can be recommended by IFAs to retail investors
in accordance with the FCA’s rules in relation to non-mainstream
investment products and intends to continue to do so for the
foreseeable future.
The Ordinary shares and the Zero Dividend Preference shares fall
outside the restrictions which apply to non-mainstream investment
products because they are excluded securities.
A member of the Association of Investment Companies.
Directors and Advisers
DIRECTORS
Geoffrey Burns (Chairman)
Ian Graham
Michael Wigley
Charles Wilkinson
INVESTMENT MANAGER*
Premier Fund Managers Limited
Eastgate Court
High Street
Guildford
Surrey GU1 3DE
Telephone: 01483 306 090
www.premierfunds.co.uk
Authorised and regulated by the
Financial Conduct Authority
SECRETARY AND REGISTERED OFFICE
Premier Asset Management Limited
Eastgate Court
High Street
Guildford
Surrey GU1 3DE
Telephone: Mike Nokes 0207 982
1260
COMPANY NUMBER
4897881
WEBSITE
www.premierfunds.co.uk
REGISTRAR
Capita Asset Services
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU
Telephone: 0871 664 0300
Overseas: +44 208 639 3399
E-mail: ssd@capitaregistrars.com
AUDITOR
Ernst & Young LLP
1 More London Place
London SE1 2AF
STOCKBROKER
N+1 Singer Advisory LLP
One Bartholomew Lane
London EC2N 2AX
Telephone: 0207 496 3000
ORDINARY SHARES
SEDOL 3353790GB
LSE PEW.L
GIIN W6S9MG.00000.LE.826
ZDP SHARES (issued by PEWT Securities PLC)
SEDOL BPYP384GB
LSE PEWZ.L
GIIN W6S9MG.00001.LE.826
* On 20 January 2015 the Company
appointed Premier Portfolio Managers Limited as its Alternative
Investment Fund Manager. Premier Portfolio Managers Limited has
delegated the portfolio management of the Company’s portfolio of
assets to Premier Fund Managers Limited.