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Greencoat UK Wind PLC
Annual Report
For the year ended 31December 2024
GREENCOA
T
UK WIND
GREENCOAT
UK WIND
Contents
Summary 01
Chairman’s Statement 02
Investment Manager’s Report 05
Strategic Report 19
Board of Directors 37
Report of the Directors 41
Directors’ Remuneration Report 44
Statement of Directors’ Responsibilities 48
Corporate Governance Report 49
Audit Committee Report 55
Independent Auditor’s Report 59
Financial Statements 68
Notes to the Financial Statements 74
Company Information 105
Supplementary Information 106
EU SFDR Disclosures 107
Defined Terms 123
Alternative Performance Measures 126
Cautionary Statement 128
All capitalised terms are defined in the list of defined terms on pages 123 to 125 unless separately defined.
GREENCOAT
UK WIND
01
Summary
Greencoat UK Wind PLC is the leading listed renewable infrastructure fund, invested in UK wind farms.
The Company’s aim is to provide investors with an annual dividend that increases in line with RPI inflation while
preserving the capital value of its investment portfolio in the long term on a real basis through reinvestment of
excess cash flow.
The Company provides investors with the opportunity to participate directly in the ownership of UK wind farms,
so increasing the resources and capital dedicated to the deployment of renewable energy and the reduction of
greenhouse gas emissions.
Highlights
• The Group’s investments generated 5,484GWh of renewable electricity.
• Net cash generation (Group and wind farm SPVs) was £278.7million.
• The Group’s portfolio consists of 49 operating wind farm investments and net generating capacity of 2GW
as at 31December 2024.
• Accretive acquisition of a further 15.6per cent interest in Kype Muir Extension wind farm for £14.25million
from available cash and divestment of 40per cent interests in Douglas West and Dalquhandy wind farms for
£41million.
• Oversubscribed debt refinancing with existing lenders, which reduced the Company’s RCF to £400million,
and refinanced £325million of near maturing term debt with £425million of term debt on 5-7year tenors.
• The Company declared total dividends of 10 pence per share with respect to the year and is targeting
adividend of 10.35pence per share for 2025 (increased in line with December2024 RPI).
• The Company bought back 59.2million of its own shares at an average cost of 137pence per share.
• Aggregate Group Debt was £2,244million as at 31December 2024, equivalent to 39.7per cent of GAV.
Key Metrics
As at
31December 2024
As at
31December 2023
Market capitalisation £2,878.5 million £3,502.9 million
Share price 127.7 pence 151.5 pence
Dividends with respect to the year £226.8 million £231.4 million
Dividends with respect to the year per share 10 pence 10 pence
GAV* £5,652.7 million £6,169.0 million
NAV* £3,409.1 million £3,794.0 million
NAV per share* 151.2 pence 164.1 pence
Total Shareholder Return* (8.6) per cent 5.4 per cent
Discount to NAV 15.6 per cent 7.7 per cent
CO
2
emissions avoided during the year* 2.2 million tonnes 1.9 million tonnes
Homes powered during the year* 2.0 million homes 1.8 million homes
Funds invested in community projects in the year £5.7 million £4.4 million
* Alternative Performance Measures as defined on page 126.
Defining Characteristics
Greencoat UK Wind PLC was designed for investors from first principles to be simple, transparent and low risk.
• The Group is invested solely in UK wind farms.
• Wind is the most mature and largest scale renewable technology in the UK.
• The UK has a long established regulatory regime, high wind resource and over £100 billion worth of wind
farms in operation.
• The Group is wholly independent and thus avoids conflicts of interests in its investment decisions.
• The independent Board is actively involved in key investment decisions and in monitoring the efficient
operation of the assets, and works in conjunction with the most experienced investment management team
in the sector.
• Low gearing is important to ensure a high level of cash flow stability and higher tolerance to downside sensitivities.
• The Group invests in sterling assets and thus does not incur material currency risk.
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
02
Chairman’s Statement
I am pleased to present the Annual Report of
Greencoat UK Wind PLC for the year ended
31December 2024.
The Board and the Investment Manager recognise
that this has been a challenging year for shareholders
and have been working hard to continue to maximise
value for shareholders.
In July we saw the election of a government that is
committed to delivering a net zero electricity grid
by 2030, which requires the sector to grow two
to threefold over the next decade. As the leading
financial owner of operational UK wind farms, we are
well positioned to be a part of this transformation.
Our net generating capacity is 2GW and last year
we generated 5.5TWh of renewable electricity,
approximately 2per cent of the UK’s electricity demand.
During 2024, the portfolio generated sufficient
electricity to power 2.0 million homes and avoided CO
2
emissions of approximately 2.2 million tonnes through
the displacement of thermal generation.
Performance
Portfolio generation for the year was 5,484GWh,
13 per cent below budget owing to low wind and
lower availability, with a notable export cable failure at
Hornsea 1 in the first half of the year.
Despite lower than budgeted output, net cash
generated by the Group and wind farm SPVs was
£279 million and underlying dividend cover for the
period was 1.3x on £221million of dividends paid in
the year, normalised for the additional dividend of
1.23pence per share paid in early 2024 for 2023.
With the final dividend for the year, our investors
will have received £1,215 million of dividends since
listing and reinvested £935 million of excess cash
flowgeneration.
Dividends and Returns
Declared dividends for the year total 10 pence per
share, with the fourth and final quarterly dividend of
2.50pence per share to be paid on 28February 2025.
With our continuing strong cash flow and dividend cover
we can confidently target a dividend of 10.35pence
per share with respect to 2025, increased in line with
December’s RPI of 3.5per cent.
NAV decreased by 12.9pence per share to 151.2pence
per share, with the most significant movements from
power price forecasts, largely seen in the first half,
and the results of wind yield analysis, announced with
the Q4 NAV on 29 January 2025. As a result of the
decrease in the Company’s NAV, its TSR for the year
ending 31December 2024 was -8.6per cent.
Equity markets have continued to be challenging
throughout the year, with particular difficulties for
investment trusts. Whilst interest rates have started to
fall, longer term gilt rates have risen towards the end
of year and outflows from the UK stock market have
continued, resulting in a reduction in the share price
during the year. Some progress has been made to
address cost disclosure rules, which have served as an
investment disincentive for wealth and retail investors
in alternative investment trusts, but a final resolution
and implementation has yet to arrive.
The Company has maintained its discount rates at
higher levels, with the forecast return to investors being
10per cent return on NAV (net of all costs). This includes
reinvestment of excess cash generation (dividend
cover) in addition to the dividends paid. At the share
price on 31December 2024, the return to shareholders
is 12.5 per cent. Given the nature of the Company’s
business, we believe that this return compares well
with the 10 year gilt rate, which was 4.5 per cent
immediately prior to the date of thisreport.
Since listing, aggregate historical dividend cover of
1.8x, emanating from a higher return, has enabled the
Company to reinvest and grow its NAV considerably
more than its peers in addition to generating a higher
dividend yield.
Investment and divestment
During the year, we invested £14.25 million into a
further 15.6per cent interest in Kype Muir Extension
from free cash flow, increasing the Group’s stake
in the wind farm to 65.5 per cent. In December, we
completed our first disposals, generating £41million
from the sale of 40per cent interests in Dalquhandy
and Douglas West wind farms. These divestments were
made at their prevailing NAVs. Proceeds were used
to buy back shares and reduce the Company’s drawn
Revolving Credit Facility (RCF).
GREENCOAT
UK WIND
03
Chairman’s Statement continued
Investment and divestment continued
The Company has, and will continue, to deliver on
its objectives by allocating its capital wisely and to
the advantage of its shareholders. The Company
has bought back over £100 million of its shares at a
discount to NAV since October 2023. Over the next
five years, the Company expects that its excess cash
generation will exceed £1billion, and that additional
capital will be available through further disposals.
The Company has initiated a further share buy back
programme of £100million. Remaining excess capital
will be applied dynamically and allocated between
further, or accelerated, share buy backs and repaying
debt to reduce the Company’s gearing level.
Outlook and Strategy
Wind continues to be the most mature and widely
deployed renewable energy technology in the UK
(30per cent of GB electricity generation in 2024).
The change in government during the year has resulted
in a significant increase in aspirations for the wind
sector and for renewable generation in general. Were
the government’s targets of doubling onshore and
triple offshore wind capacity to be realised by 2030,
we estimate an additional £175 billion of investment
would be needed.
The Company continues to support the UK
Government’s commitment to achieve Net Zero by
2050 through acquiring operational wind farms and
thereby allowing developers and utilities to recycle
their capital into further renewable energy projects,
and by demonstrating the attractive long term returns
in the industry through our prudent management of
wind farms, thereby reducing the cost of capital.
Demand for green electrons continues to strengthen
further. The continuing decarbonisation of transport
and heating through electrification, as well as green
hydrogen production, will require a further 30TWh
of renewable electricity per annum by 2030. This
represents approximately one tenth of the UK’s current
annual electrical demand and approximately five times
the Group’s current annual electrical output.
Our Investment Objective has remained unchanged
over the last 12 years since listing: to provide
shareholders with an annual dividend that increases
in line with RPI inflation while preserving the capital
value of the investment portfolio in real terms. Since
listing, the dividend has been increased by more than
RPI, given the 14.2per cent increase in 2024, although
currently NAV has grown by slightly less than RPI.
Our objective has been achieved through a focused
strategy of investing only in wind farms and only in the
UK while maintaining a balanced exposure to power
prices. Our intention remains to adhere to this core
strategy, which we believe will continue to generate
market leading returns for investors.
The Company is investing in a mature and growing
market, and the Board believes that there should
continue to be further opportunities for investments
that are beneficial to shareholders.
The Company regularly reviews its capital allocation
policy by considering a range of options to optimise
returns to shareholders. In addition to increasing the
dividend by more than RPI, and making an additional
dividend payment of £29 million in early 2024,
the Company has been buying back shares since
October 2023. During 2024, the Company bought
back 59.2million shares and at the date of this report
has bought back 73.5million shares at an average cost
of 136.8pence per share.
The Company maintains a disciplined approach to
acquisitions, only investing when it is considered to be
in the interests of shareholders to do so. During 2024,
the Company made an accretive £14.25m follow-on
investment in Kype Muir Extension, which offered
shareholders better value than an additional buyback
of the Company’s shares. We continue to pursue
opportunistic disposals with a view to generating
further capital for allocation to the advantage of the
Company’s shareholders.
Through strong cash flow and dividend cover, coupled
with our disciplined approach to capital allocation, we
are confident in our ability to continue to meet the
objectives of dividend growth in line with RPI and long
term capital preservation in real terms.
Health and Safety and the Environment
As a responsible investor in operating wind farms, the
Company takes its health and safety responsibilities
very seriously. We work with our Investment Manager
to promote the highest standard of health, safety and
environmental management practices in managing our
portfolio of investments. Detailed key performance
indicators and the results of audits are regularly reviewed
by the Board and action taken where necessary. We
continue to monitor the standards maintained by the
operators of our wind farm investments, to ensure that
these are at least in line with the wider industry, while
seeking continuous improvement.
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
04
Chairman’s Statement continued
Climate Change and Sustainability
As a Company investing in wind farms, our strategy
and activities naturally make a positive contribution
towards the worldwide goal of achieving a net zero
carbon emissions economy and limiting global
warming to 1.5°C. The Company also considers the
recommendations of the Taskforce for Climate-related
Financial Disclosures (“TCFD”). Detailed disclosures can
be found in the Strategic Report on pages 30 to 36.
The Company is an Article 9 fund under the EU
Sustainable Financial Disclosure Regulation (“SFDR”).
The Company’s Investment Policy supports the
environmental objective of climate change mitigation
that helps to facilitate the transition to a low carbon
economy. The Company will continue to provide
periodic reporting as required under Article9 of the
SFDR in its Annual Report.
In 2024, following an assessment of the final FCA
Sustainability Disclosure Requirement (“SDR”) rules
by the Investment Manager, the Board approved the
adoption of the Sustainability Focus label, reflecting
the Company’s Investment Objective to invest mostly
in operating wind farms. Through investing in wind
farms, the Company generates renewable electricity
that helps to facilitate the transition to a low carbon
economy and contributes to the environmental
objective of climate change mitigation.
The Board, Governance and Executive Management
On 1March 2024, Abigail Rotheroe joined the Board.
Abigail brought with her extensive experience in the
investment and asset management industry, with a
focus on ESG.
On 1February 2025, Taraneh Azad joined the Board.
Taraneh brings with her experience in global energy
markets and strategic insight into sustainability and
energy transition.
Both Abigail and Taraneh bring experience that
complements and broadens the skillset of the Board.
At the Company’s AGM on 24 April 2024, Martin
McAdam retired from the Company and on behalf of
the Board, I would like to thank him for his services as a
non-executive Director since his appointment in 2015
and for his wisdom and insight.
The annual internal evaluation of the Board raised no
significant issues. The Group’s governance is further
described in the Corporate Governance Report on
pages49 to 54.
We have also announced that Stephen Lilley will be
stepping down from leading the Investment Manager
after the AGM on 24 April 2025. At that point, Matt
Ridley will be joined by Steve Packwood, as investment
managers of the Company. The Board would like
to thank Stephen for his vision, judgement and
unwavering commitment to list, manage and grow the
Company over the last 12years and look forward to
continuing to work alongside Matt and Steve as the
Company continues to develop.
We also recently announced that we have agreed a
change in the way that we remunerate the Investment
Manager. Given that the shares have traded at a
discount for some time now, we believed that it was
appropriate that the Investment Management fee
was linked to the value of the shares managed, so we
changed the basis of remuneration to the lower of
market capitalisation and NAV. This change took effect
at the beginning of 2025. In addition to fostering even
stronger alignment with the Company’s shareholders,
the revision in fee structure demonstrates sector
leadership and strong corporate governance.
The Board and Investment Manager are keen to
demonstrate their commitment to making the right
decisions for shareholders.
Annual General Meeting
At the AGM on 24 April 2024, the Company held a
Continuation Vote as a consequence of trading at
an average discount to NAV of 10.5 per cent over
the 12 month period ending 31 December 2023,
with 11 per cent of shareholders voting in favour of
discontinuation, therefore, the resolution confirmed
continuation. I reiterate my gratitude to shareholders
for their continued support of the Company on behalf
of the Board and the Investment Manager.
Given the shares have traded at a discount greater than
10 per cent on average during 2024, a continuation
vote with also be held at the AGM, which will take
place at 4pm on 24 April 2025 at the office of the
Investment Manager.
Details of the formal business of the meeting are set
out in a separate circular which is sent to shareholders
with the Annual Report.
Lucinda Riches C.B.E.
Chairman
26February 2025
GREENCOAT
UK WIND
05
Investment Manager’s Report
The Investment Manager
The investment management team covers all the skills and experience required to manage the Group:investment,
ownership, finance and operation. The Investment Manager is authorised and regulated by the Financial Conduct
Authority and is a full scope UK AIFM.
The team is led by Stephen Lilley and Matt Ridley.
As part of a phased succession process from the Company’s founders, Stephen Lilley will be stepping down after
the AGM on 24 April 2025. Matt Ridley will be joined by Steve Packwood as investment managers of the business.
Steve brings a broad experience in the renewables industry including the development, construction, financing
and operations of wind farms across Europe.
The other key figures in the Investment Manager’s team dedicated to managing the Company remain unchanged,
and the majority of the team have been involved in the management of the Group for over 6years. The investment
management team has breadth and depth, with core competencies across investment, asset management and
finance, and is supported by the 120 strong wider team within the Investment Manager.
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
06
Investment Manager’s Report continued
Investment Portfolio
As at 31 December 2024, the Group owned investments in a diversified portfolio of 49 operating UK wind farms
totalling 1,983MW.
1 Andershaw
2 Bicker Fen
3 Bin Mountain
4 Bishopthorpe
5 Braes of Doune
6 Brockaghboy
7 Burbo Bank Extension
8 Carcant
9 Church Hill
10 Clyde
11 Corriegarth
12 Cotton Farm
13 Crighshane
14 Dalquhandy
15 Deeping St. Nicholas
16 Douglas West
17 Drone Hill
18 Dunmaglass
19 Earl’s Hall Farm
20 Glass Moor
21 Glen Kyllachy
22 Hornsea 1
23 Humber Gateway
24 Kildrummy
25 Kype Muir Extension
26 Langhope Rig
27 Lindhurst
28 Little Cheyne Court
29 London Array
30 Maerdy
31 Middlemoor
32 North Hoyle
33 North Rhins
34 Red House
35 Red Tile
36 Rhyl Flats
37 Screggagh
38 Sixpenny Wood
39 Slieve Divena
40 Slieve Divena 2
41 South Kyle
42 Stronelairg
43 Stroupster
44 Tappaghan
45 Tom nan Clach
46 Twentyshilling
47 Walney
48 Windy Rig
49 Yelvertoft
28
29
19
12
20
2
4
38
27
23
22
34
30
36
7
32
47
33
43
45
21
18
11
42
5
14
16
46
25
8
17
31
26
24
13
9
3
37
39
40
6
35
49
15
41
48
1
10
44
GREENCOAT
UK WIND
07
Investment Manager’s Report continued
Investment Portfolio continued
Breakdown of operating portfolio by value as at 31 December 2024:
Onshore/Offshore Geography
Onshore (55%)
Offshore (45%)
England (49%)
Scotland (41%)
Northern Ir
eland (7%)
Wales (3%)
Asset Age Turbine Manufacturer
< 5 years (14%)
> 10 years (36%)
5-10 years (50%)
Siemens (40%)
Vestas (29%)
Nordex (15%)
Enercon (8%)
Senvion (4%)
GE (4%)
Assets
Hornsea 1 (16.4%)
London Array (8.1%)
Clyde (6.9%)
Stronelairg (5.3%)
Brockaghboy (3.1%)
Other (31.2%)
Humber Gateway (8.7%)
South Kyle (7.2%)
Walney (6.5%)
Corriegarth (3.5%)
Burbo Bank Extension (3.1%)
Asset Management
The Group operates a sizeable and diverse portfolio of 49 assets with net generating capacity of 2GW. The
Investment Manager has an experienced and specialist asset management team, which has expanded considerably
as the portfolio has grown. The team focuses on the safe and optimal performance of the Group’s assets, as well as
ensuring the delivery of the Company’s long term investment case. The team continues to move forward several
key initiatives to optimise the performance of the Group’s assets, creating long term value for shareholders.
Initiatives include, for instance, lease extensions, turbine performance upgrades, and revenue and operating cost
optimisation. Together these initiatives have, since 2016, added approximately £143million to NAV.
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
08
Investment Manager’s Report continued
Operating and Financial Performance
Portfolio generation in the year was 5,484GWh, 13per cent below budget owing to low wind.
The following table shows wind speed and portfolio generation since IPO:
UK weighted average wind speed
(variation to long term mean)
(1)
Generation
(variation to budget)
(2)
2013 (adjusted) +3% +12%
2014 -2% 1%
2015 +5% +15%
2016 -4% -2%
2017 1% -1%
2018 -2% -2%
2019 -6% -7%
2020 +4% -1%
2021 -10% -19%
2022 -3% -3%
2023 -5% -11%
2024 -3% -11%
(1)
Current year and historical figures updated against an updated 20 year average long term mean.
(2)
Current year and historical budget figures adjusted to reflect current P50 estimates.
The portfolio’s generating budget is a long term (30years) estimation. The annual standard deviation of wind
speed is 6per cent and the annual standard deviation of generation is 10per cent (less than 2per cent over
30years).
The Company periodically reviews the portfolio’s energy yield estimates and decided to harmonise the data set
used in long term wind speed correlation in conjunction with an expert third party. This has also added a number
of recent years to the correlation data which, as can been seen in the table above, are lower than long term
average UK wind speeds. This has served to lower the long term average, resulting in a 2.4per cent reduction in
long term generation expectations.
Net cash generated by the Group and wind farm SPVs was £278.7million and dividend cover for the year was 1.3x.
Group and wind farm SPV cash flows
For the year ended
31December 2024
£’000
Net cash generation
(1)
278,724
Dividends paid (249,777)
Net disposals
(2)
25,045
Transaction costs (522)
Share buybacks (80,418)
Share buyback costs (521)
Net amounts drawn under debt facilities (30,000)
Upfront finance costs (8,721)
Movement in cash (Group and wind farm SPVs) (66,190)
Opening cash balance (Group and wind farm SPVs) 221,217
Closing cash balance (Group and wind farm SPVs) 155,027
Net cash generation 278,724
Dividends
(3)
221,176
Dividend cover 1.3x
(1)
Alternative Performance Measure defined with comparative information on page126.
(2)
Includes net cash acquired and disposed.
(3)
Dividends adjusted by £28,601k for additional dividends paid to bring the 2023 dividend to 10pence per share.
GREENCOAT
UK WIND
09
Investment Manager’s Report continued
Operating and Financial Performance continued
The following tables provide further detail in relation to net cash generation of £278.7 million:
Net Cash Generation – Breakdown
(1)
For the year ended
31December 2024
£’000
Revenue 771,106
Operating expenses (216,436)
Tax (66,690)
SPV level debt interest (17,758)
SPV level debt amortisation (62,726)
Other (8,116)
Wind farm cash flow 399,380
Management fee (30,522)
Operating expenses (3,169)
Ongoing finance costs (92,224)
Other 6,582
Group cash flow (119,333)
VAT (Group and wind farm SPVs) (1,323)
Net cash generation 278,724
(1)
Alternative Performance Measure defined with comparative information on page 126.
Net Cash Generation – Reconciliation to Net Cash Flows from Operating Activities
(1)
For the year ended
31December 2024
£’000
Net cash flows from operating activities
(2)
391,011
Movement in cash balances of wind farm SPVs
(3)
(21,722)
Movement in security cash deposits
(4)
(26,779)
Repayment of shareholder loan investment
(2)
28,439
Finance costs
(2)
(100,946)
Upfront finance costs
(5)
8,721
Net cash generation 278,724
(1)
Alternative Performance Measure defined with comparative information on page126.
(2)
Consolidated Statement of Cash Flows.
(3)
Includes net cash acquired and disposed.
(4)
Note11 to the Consolidated Financial Statements.
(5)
£7,725k facility arrangement fees plus £1,216k professional fees plus £3,374k swap termination fees less £3,594k income on swap
termination per Note13 to the Consolidated Financial Statements.
South Kyle
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
10
Investment Manager’s Report continued
Investment and Gearing
The Investment Manager believes that there should continue to be further opportunities for investments that are
beneficial to shareholders in the medium and long term. The Company will maintain its disciplined approach to
acquisitions, and, at present, expects only to invest in further assets when it is considered to be more accretive
than buying back shares, or repaying debt.
The Company continued its £100million share buyback programme, having now repurchased 65.8million shares as
of 31December 2024, at an average cost of 138pence per share. The Company will initiate a further share buyback
programme of at least £100million. Remaining excess capital will be applied dynamically and allocated between
further, or accelerated, share buybacks and repaying debt to reduce the Company’s gearing level.
The Company recently announced its first disposal of a 40per cent stake in Dalquhandy and Douglas West, and
continues to progress further disposals, with the aim of generating further capital to deploy to the advantage of its
shareholders. In the near term, any disposal proceeds would be expected to repay the Company’s RCF.
As at 31December 2024, Aggregate Group Debt was £2,244million, comprising £1,464million
(1)
of term debt
at Company level, £270million drawn under the Company’s RCF plus £510million being the Group’s share of
limited recourse debt in Hornsea 1. Cash balances (Group and wind farm SPVs) as at 31December 2024 were
£155million.
Gearing as at 31December 2024 was 39.7per cent of GAV, with a weighted cost of debt of 4.68per cent across
a spread of maturities (November2026 to March2036):
Facility Maturity date
Loan principal
£’000
Loan margin
%
Swap rate/SONIA
%
All-in rate
%
Fair Value
of Swap
£’000
RCF 26 Sep 27 270,000 1.5000 4.8500
(2)
6.3500 —
NAB 1 Nov 26 75,000 1.5000 1.5980 3.0980 (4,050)
NAB 1 Nov 26 25,000 1.5000 0.8425 2.3425 (1,711)
CIBC 14 Nov 26 100,000 1.4000 0.8133 2.2133 (6,937)
Lloyds 9 May 27 150,000 1.6000 5.7360 7.3360 5,165
CBA 4 Nov 27 100,000 1.6000 1.3680 2.9680 (8,204)
ABN AMRO 2 May 28 100,000 1.7500 5.1330 6.8830 3,214
Virgin Money 3 May 28 50,000 1.7500 5.0880 6.8380 1,531
(3)
Barclays 3 May 28 25,000 1.7500 5.0880 6.8380 766
ANZ 3 May 28 75,000 1.7500 5.4750 7.2250 3,106
NAB 26 Sep 29 100,000 1.5500 3.6660 5.2160 (1,991)
ANZ 26 Sep 29 75,000 1.6000 3.6412 5.2412 (1,601)
AXA 31 Jan 30 125,000 — — 3.0300 —
AXA 31 Jan 30 75,000 1.7000 1.4450 3.1450 (9,938)
(4)
CBA 26 Sep 30 150,000 1.6500 3.6300 5.2800 (3,290)
AXA 28 Apr 31 25,000 — — 6.4300 —
AXA 28 Apr 31 115,000 1.8000 4.8500
(2)
6.5000 —
AXA 26 Sep 31 25,000 — — 5.4420 —
CIBC 26 Sep 31 100,000 1.7500 3.6545 5.4045 (2,276)
Hornsea 1
(5)
31 Mar 36 509,849 — — 2.6000 —
2,269,849 Weighted average 4.6770 (26,217)
(1)
Term debt comprises £1,490 million of loan facilities less £26 million relating to the fair value of interest rate swaps held at Group level.
(2)
Facility pays SONIA as variable rate.
(3)
Virgin Money debt tranche with Barclays swap.
(4)
AXA debt tranche with an NAB swap.
(5)
Reflecting the fair value of debt at SPV level, which is not included in the Consolidated Statement of Financial Position.
GREENCOAT
UK WIND
11
Investment Manager’s Report continued
Investment and Gearing continued
The Group completed a £725million refinancing of its RCF and near maturing term loans in September2024 with
its existing set of lenders. The process also involved migrating all lenders to a Common Terms Agreement, which
provides the Group with a consistent set of terms across its facilities.
The Company reduced the size of its RCF to £400million (down from £600million), of which £270million was drawn
at 31December 2024 and refinanced £325million of term loans that were due to expire between November2024
and May2026. The Company’s next maturing term facility expires in November2026.
As part of the debt refinancing, the Company migrated its interest rate swaps to Holdco. As a result, the Company
is no longer required to cash collateralise against any unfavourable positions of its interest rates swaps, which
was beneficial to the Company’s use of capital. A further consequence is that the Group must now reflect the fair
value of its interest rate swaps in its Aggregate Group Debt for its NAV calculation as well as within its loans and
borrowings on its Consolidated Statement of Financial Position.
Net Asset Value
The following table sets out the movement in NAV from 31 December 2023 to 31 December 2024:
£’000 Pence per share
NAV as at 31 December 2023 3,793,997 164.1
Net cash generation 278,724 12.4
Dividend (249,777) (11.1)
Depreciation (58,484) (2.6)
Power price (116,616) (5.2)
Inflation (31,765) (1.4)
Energy yield (146,844) (6.5)
Movements in fair value of debt 26,217 1.2
Share buybacks (80,939) 0.6
Accretive investment 5,494 0.2
Other
(1)
(10,903) (0.5)
NAV as at 31 December 2024 3,409,104 151.2
(1)
Includes annual budget updates and debt refinancing cashflows.
Reconciliation of Statutory Net Assets to Reported NAV
As at
31December 2024
£’000
As at
31December 2023
£’000
Operating portfolio 5,516,201 5,964,343
Cash (wind farm SPVs) 135,892 159,293
Fair value of investments
(1)
5,652,093 6,123,636
Cash (Group) 19,135 21,805
Other relevant assets/(liabilities) (18,492) 23,556
GAV 5,652,736 6,168,997
Aggregate Group Debt
(1)
(2,243,632) (2,375,000)
NAV 3,409,104 3,793,997
Reconciling items — —
Statutory net assets 3,409,104 3,793,997
Shares in issue 2,254,109,306 2,312,131,799
NAV per share (pence) 151.2 164.1
(1)
Includes limited recourse debt of £510 million at Hornsea 1, not included in the Consolidated Statement of Financial Position.
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
12
Investment Manager’s Report continued
Health and Safety and the Environment
Health and safety is of key importance to both the Company and the Investment Manager.
The Investment Manager is an active member of SafetyOn, the UK’s leading health and safety focused organisation
for the onshore wind industry. The Investment Manager also has its own health and safety forum, chaired by
Stephen Lilley, where best practice is discussed and key learnings from incidents across the industry are shared.
During the year, routine health and safety audits were conducted across 13 sites by an independent consultant. In
addition, the Investment Manager undertook 44 safety walks. No material areas of concern were identified from
all audits and safety walks performed in the year.
The Company has continued to contribute to local community funds and to invest in a range of local environmental
and social projects. In addition, the Company has funded a £250,000 programme to advance knowledge on blade
recycling and repurposing. During the year, the ‘Added Value Coatings’ research project concluded and identified
that successful grinding of recycled materials could be added to new turbine materials without compromising the
physical properties of the blades.
During 2024, the portfolio powered approximately 2.0 million homes and avoided the emission of approximately
2.2 million tonnes of CO
2
.
Power Price
Long term power price forecasts are provided by a leading market consultant, updated quarterly, and may be
adjusted by the Investment Manager where more conservative assumptions are considered appropriate. Short
term power price assumptions reflect the forward curve as at 31December 2024.
A discount of 10-20 per cent is applied to power price assumptions in all years to reflect the fact that wind
generation typically captures a lower price than the base load power price. During the year, the portfolio captured
an average price of £64.64/MWh versus an average N2EX index price of £72.45/MWh (11per cent discount).
In addition to the above capture discount, a further discount is applied to reflect the terms of each PPA. The price
of some PPAs is expressed as a percentage of a given price index, whereas other PPAs include a fixed £/MWh
discount to the price index. Other PPAs pay a fixed £/MWh price for power. The table on the following page sets
out the terms of each PPA.
Stronelairg
GREENCOAT
UK WIND
13
Investment Manager’s Report continued
Power Price continued
Power ROC
Wind Farm
Ownership
Stake
Net
MW
Net
GWh Offtaker Price Expiry
ROC/
MWh
ROC
end date Offtaker
Price
(Buy Out)
Price
(Recycle) Expiry
Andershaw 100% 35.0 97.8 Statkraft £5.23/MWh fee 28-Feb-37 0.9 28-Feb-37 Statkraft 93.0% 95.0% 28-Feb-37
Bicker Fen 80% 21.3 42.9 EDF 93.5% 31-Mar-27 1.0 31-Jul-28 EDF 93.0% 100.0% 31-Mar-27
Bin Mountain 100% 9.0 20.3 SSE 95% + £2.80/MWh fee 18-Jan-28 1.0 31-Mar-27 SSE/E.On 90.0% 90.0% 18-Jan-28
Bishopthorpe 100% 16.4 46.4 Axpo 95.0% 31-May-37 0.9 28-Feb-37 Axpo 95.0% 95.0% 31-May-37
Braes of Doune 100% 72.0 160.2 Erova 98.75% 11-Jul-37 1.0 31-Mar-27 Total 98.5% 100.0% 31-Mar-27
Brockaghboy 100% 47.5 160.6 SSE 96% + £2.80/MWh fee 28-Feb-28 0.9 31-Jul-37 SSE 95.0% 95.0% 28-Feb-33
Burbo Bank Extension 15.7% 40.4 146.3 CFD £208.35/MWh + CPI 31-Mar-36 n/a n/a n/a n/a n/a n/a
Carcant 100% 6.0 17.1 Axpo 95.0% 31-Oct-30 1.0 30-Jun-30 Total/E.On 98.5% 100.0% 31-Mar-27
Church Hill 100% 18.4 35.4 Energia 91.0% 31-Jul-30 1.0 30-Apr-32 Energia 90.0% 90.0% 31-Jul-30
Clyde 28.2% 147.3 457.3 SSE 94.0% 31-Dec-31 1.0 10-Sep-33 SSE 93.0% 94.0% 31-Dec-31
Corriegarth 100% 69.5 209.0 Centrica £4.29/MWh fee 14-May-32 0.9 30-Sep-36 Centrica 95.0% 75.0% 14-May-32
Cotton Farm 100% 16.4 48.0 Sainsbury’s £60/MWh fixed 01-Mar-28 1.0 31-Jan-33 Sainsbury’s 94.0% 100.0% 01-May-28
Crighshane 100% 32.2 59.1 Energia 91.0% 31-Jul-30 1.0 31-May-32 Energia 90.0% 90.0% 31-Jul-30
Dalquhandy 60% 25.2 61.2 BT £65.60/MWh fixed
for 80% volume
£4.15/MWh fee
for 20% volume
31-Dec-32 n/a n/a n/a n/a n/a n/a
Deeping St. Nicholas 80% 13.1 30.0 EDF 93.5% 31-Mar-27 1.0 31-Mar-27 EDF 93.0% 100.0% 31-Mar-27
Douglas West 60% 27.0 68.9 BT £60/MWh fixed 31-Dec-33 n/a n/a n/a n/a n/a n/a
Drone Hill 51.6% 14.8 27.0 Statkraft £6.08/MWh fee 31-Dec-38 1.0 29-Feb-32 Statkraft 90.0% 92.0% 31-Dec-38
Dunmaglass 35.5% 33.4 129.9 SSE 95.0% 28-Mar-24 0.9 30-Sep-36 SSE 95.0% 95.0% 28-Mar-34
Earl’s Hall Farm 100% 10.3 29.8 Sainsbury’s £60/MWh fixed 31-Mar-28 1.0 31-Jan-33 Sainsbury’s 94.0% 100.0% 31-Mar-28
Glass Moor 80% 13.1 27.0 EDF 93.5% 31-Mar-27 1.0 31-Mar-27 EDF 93.0% 100.0% 31-Mar-27
Glen Kyllachy 100% 48.5 138.3 Tesco £42.49/MWh + CPI
for 50% volume
£1.50/MWh+ CPI fee
for 50% volume
31-Dec-36 n/a n/a n/a n/a n/a n/a
Hornsea 1 12.5% 150.0 661.9 CFD £194.31/MWh + CPI 31-Mar-36 n/a n/a n/a n/a n/a n/a
Humber Gateway 37.8% 82.8 310.8 E.On 96.0% +£13.70/MWh fee 31-Mar-35 2.0 30-Apr-35 E.On 98.5% 100.0% 31-Mar-35
Kildrummy 100% 18.4 55.6 Sainsbury’s £60/MWh fixed 10-Jun-28 1.0 28-Feb-33 Sainsbury’s 94.0% 100.0% 10-Jun-28
Kype Muir Extension 65.5% 44.0 145.7 SSE £55.17/MWh fixed +
CPI for 200GWh
31-Dec-37 n/a n/a n/a n/a n/a n/a
Langhope Rig 100% 16.0 47.0 Centrica £4.05/MWh fee 06-Jan-31 0.9 31-Mar-35 Centrica 95.0% 75.0% 06-Jan-31
Lindhurst 49% 4.4 10.9 RWE 94.0% 08-Nov-28 1.0 30-Sep-30 RWE 90.0% 90.0% 08-Nov-28
Little Cheyne Court 41% 24.5 58.7 RWE 94.0% 31-Dec-27 1.0 30-Nov-28 RWE 90.0% 90.0% 31-Dec-27
London Array 13.7% 86.4 307.8 Orsted £75/MWh fixed 31-Dec-25 2.0 31-Dec-32 Orsted 95.0% 100.0% 31-Dec-25
Maerdy 100% 24.0 57.2 Statkraft £6.08/MWh fee 31-Dec-38 1.0 31-Mar-33 Statkraft 90.0% 92.0% 31-Dec-38
Middlemoor 49% 26.5 66.1 RWE 94.0% 08-Nov-28 1.0 30-Jun-33 RWE 90.0% 90.0% 08-Nov-28
North Hoyle 100% 60.0 172.3 Erova 99.0% 31-Dec-35 1.0 30-Jun-34 Total 98.5% 100.0% 31-Mar-27
North Rhins 51.6% 11.4 37.5 Constellation 97.5% 31-Dec-29 1.0 31-Dec-29 Total 98.5% 100.0% 31-Mar-27
Red House 80% 9.8 21.8 EDF 93.5% 31-Mar-27 1.0 31-Jul-28 EDF 93.0% 100.0% 31-Mar-27
Red Tile 80% 19.7 41.1 EDF 93.5% 31-Mar-27 1.0 31-Jul-28 EDF 93.0% 100.0% 31-Mar-27
Rhyl Flats 24.95% 22.5 70.5 RWE 90.0% 31-Dec-27 1.5 31-Jul-29 RWE 90.0% 90.0% 31-Dec-27
Screggagh 100% 20.0 42.3 Energia 85.0% 31-May-29 1.0 31-Jan-31 Energia 85.0% 85.0% 31-May-29
Sixpenny Wood 51.6% 10.6 25.3 Statkraft £6.08/MWh fee 31-Dec-38 1.0 31-Mar-33 Statkraft 90.0% 90.0% 31-Dec-38
Slieve Divena 100% 30.0 50.2 SSE 90% + £2.80/MWh fee 17-Nov-28 1.0 30-Nov-28 SSE/EDF 90.0% 90.0% 17-Nov-28
Slieve Divena 2 100% 18.8 47.7 SSE 95% + £2.80/MWh fee 31-Mar-37 0.9 28-Feb-37 SSE 95.0% 95.0% 31-Mar-37
South Kyle 100% 235.0 665.6 Vattenfall 100% + £1.90/MWh fee
+ CPI
01-Nov-38 n/a n/a n/a n/a n/a n/a
Stronelairg 35.5% 80.9 294.1 SSE 95.0% 31-Jul-37 0.9 31-Mar-38 SSE 95.0% 95.0% 28-Mar-34
Stroupster 100% 29.9 88.4 BT 87.0% 31-Oct-30 0.9 31-Aug-35 BT 92.0% 100.0% 31-Oct-30
Tappaghan 100% 28.5 61.4 SSE 95% + £2.80/MWh fee 18-Jan-28 1.0 30-Jun-29 SSE/E.On 90.0% 90.0% 18-Jan-28
Tom nan Clach 75% 30.0 121.1 CFD £110.35/MWh + CPI 31-Dec-34 n/a n/a n/a n/a n/a n/a
Twentyshilling 100% 37.8 125.6 Statkraft £2.25/MWh fee 31-Dec-39 n/a n/a n/a n/a n/a n/a
Walney 25.1% 92.2 357.6 Total 97.0% 30-Jun-26 2.0 31-Aug-31 Total 98.5% 100.0% 30-Jun-26
Windy Rig 100% 43.2 141.1 Statkraft £2.25/MWh fee 31-Dec-39 n/a n/a n/a n/a n/a n/a
Yelvertoft 51.6% 8.5 20.6 Statkraft £6.08/MWh fee 31-Dec-38 1.0 31-Mar-33 Statkraft 90.0% 90.0% 31-Dec-38
1,982.4 6,118.1
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
14
Investment Manager’s Report continued
Power Price continued
The following table and chart show the assumed power price (post capture discount, pre PPA discount) and also
the price post a representative PPA discount (90per cent x index price).
£/MWh (real 2023) 2025 2026 2027 2028 2029 2030 2031
Pre PPA discount 73.26 64.86 63.50 64.80 65.52 65.12 63.60
Post representative PPA discount 65.93 58.37 57.15 58.32 58.97 58.61 57.24
2032 2033 2034 2035 2036 2037 2038 2039 2040 2041
Pre PPA discount 61.60 61.04 61.04 60.08 62.72 62.56 60.80 60.88 56.96 55.52
Post representative PPA discount 55.44 54.94 54.94 54.07 56.45 56.30 54.72 54.79 51.26 49.97
2042 2043 2044 2045 2046 2047 2048 2049 2050 2051
Pre PPA discount 54.64 54.88 56.16 55.52 54.80 53.92 53.36 54.48 52.56 53.04
Post representative PPA discount 49.18 49.39 50.54 49.97 49.32 48.53 48.02 49.03 47.30 47.74
2052 2053 2054 2055 2056 2057 2058 2059 2060 2061
Pre PPA discount 51.76 50.80 50.56 50.48 50.80 48.64 46.80 45.92 44.00 43.20
Post representative PPA discount 46.58 45.72 45.50 45.43 45.72 43.78 42.12 41.33 39.60 38.88
0
10
20
30
40
50
60
70
2025
2026
2027
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
2045
2046
2047
2048
2049
2050
2051
2052
2053
2054
2055
2056
2057
2058
2059
2061
2060
Representative PPA price
Power price
The portfolio benefits from a substantial fixed revenue base. Furthermore, most fixed revenues are index linked
(RPI in the case of ROCs, CPI in the case of CFDs).
The fixed revenue base means that dividend cover is robust in the face of extreme downside power price sensitivities:
2025 2026 2027 2028 2029
RPI increase (%) 3.5 3.5 3.5 3.5
Dividend (pence/share) 10.35 10.71 11.09 11.48 11.88
Dividend (£ 000) 233,300 241,466 249,917 258,664 267,717
Dividend cover (x)
Base case 1.8 1.9 1.9 2.0 2.1
£50/MWh 1.5 1.6 1.6 1.6 1.6
£40/MWh 1.3 1.5 1.4 1.4 1.4
£30/MWh 1.2 1.3 1.2 1.2 1.2
£20/MWh 1.0 1.1 1.0 1.0 0.9
£10/MWh 0.9 0.9 0.8 0.8 0.7
All numbers illustrative. Power prices real 2023, pre PPA discount.
GREENCOAT
UK WIND
15
Investment Manager’s Report continued
Power Price continued
The Group’s strategy remains to maintain an appropriate balance between fixed and merchant revenue. To the
extent that merchant revenues were to increase as a proportion of total revenues then new fixed price PPAs would be
entered into. However, it is likely that an appropriate revenue balance would be maintained through the acquisition
of new fixed revenue streams (for example, offshore wind CFD assets) or divestment of merchant assets.
The Company notesthat in December, the Government published an Autumn Update on REMA. Policy choices
are expected to be made by mid-2025, and the central issue is whether to adopt either a zonal electricity market
design, or to re-design the current national market. The Government has previously stated that the implementation
of either choice would take up to 5years and there is continued recognition that investor confidence must be
maintained through any reforms.
The Company has successfully navigated changes to the electricity market, including the introduction of the CFD
regime, the Capacity Market and the Electricity Generation Levy and continues to be an active participant in reform
discussions. The Company, and other leading investors in the sector, continue to reinforce to the Government the
importance of investor confidence in the sector.
Inflation
Base case assumptions in relation to inflation are:
• CPI:2.5per cent (all years)
• RPI:3.5per cent (2025-2030), 2.5per cent (2031 onwards)
The ROC price is inflated annually from 1April each year based on the previous year’s average RPI. For example,
on 1April 2025, the ROC price will increase by 3.6per cent (average RPI over 2024).
CFD prices are also inflated annually from 1April each year. However, in the case of CFDs, the price is inflated
based on January CPI. For example, on 1April 2025, CFD prices will increase by 3.0per cent (January2025 CPI).
Given the explicit inflation linkage of a substantial proportion of portfolio revenue (ROCs, CFDs, certain PPAs) and
the implicit inflation linkage inherent in power prices, there is a strong link between inflation and portfolio return.
Clyde
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
16
Investment Manager’s Report continued
Returns
The levered portfolio IRR stands at 11per cent. Given that the Company’s ongoing charges ratio is less than 1per
cent, the net return to investors is thus 10per cent (assuming investment at a share price equal to NAV, the return
is greater assuming investment at a share price below NAV).
A 10per cent inflation linked return should be very attractive versus other investment opportunities. The Company’s
12year track record demonstrates relatively low volatility and the historical and projected dividend cover is robust.
By investing in operating UK wind farms (that are higher returning than European or solar generation assets, and
lower risk than batteries or development assets), the Company aims to continue to generate consistent superior
risk adjusted returns.
A total return of 10per cent and a dividend yield of 6per cent would imply NAV growth of 4per cent. The total
return is more important than the dividend yield, which depends on the chosen dividend policy (the Company
could choose a different combination of dividend yield and NAV growth).
Excess cash generation (dividend cover) is reinvested to drive NAV growth. Therefore, the size of dividend cover
is important; it is not just a question of “covered or not covered”. The business model is self funding and does
not rely on further equity issuance.
Since IPO, aggregate historical dividend cover has been 1.8x and the Group has reinvested £935million to deliver
long term growth in NAV on a real basis.
Humber Gateway
GREENCOAT
UK WIND
17
Investment Manager’s Report continued
The chart below shows NAV per share versus RPI:
NAV vs RPI
RPI (rebased to 98)
NAV per share (ex dividend)
Dec
2013
Dec
2014
Dec
2015
Dec
2017
Dec
2016
Pence
Dec
2018
Dec
2019
Dec
2020
Dec
2021
96
100
104
108
112
116
120
124
128
132
136
140
144
148
152
156
160
164
168
172
Dec
2022
Dec
202
4
Dec
2023
The chart below shows TSR versus market peers:
Total Shareholder Return vs Market Peers (Bloomberg)
Greencoat UK Wind
Bluefield Solar
Income Fund
The Renewables
Infrastructure Group
Foresight Solar Fund
Foresight Environmental
Infrastructure Limited
Next Energy
Solar Fund
%
Dec
2020
Dec
2013
Dec
2014
Dec
2015
Dec
2016
Dec
2017
Dec
2018
Dec
2019
Dec
2021
90
110
130
150
170
190
210
230
250
270
290
Dec
2022
Dec
202
4
Dec
2023
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
18
Investment Manager’s Report continued
Outlook
The Group expects to continue generating strong cashflow and dividend cover. In addition to further disposals,
the Group expects to have over £1billion of capital to allocate over the next five years to enable it to grow its
dividend in line with RPI and to provide long term capital preservation in real terms.
Whilst the Group maintains a disciplined approach to acquisitions, the size of the market it operates in is expected
to continue to grow. There are currently approximately 31GW (over £100billion) of operating UK wind farms
(16GW onshore plus 15GW offshore). The Group’s market share is approximately 6per cent.
In December the Government published the Clean Power 2030 Action Plan, which sets out its delivery plan
to accelerate to a clean electricity grid by 2030. One of the stated goals is a twofold increase in onshore wind
capacity and a fourfold increase in offshore wind capacity by 2030. The market opportunity therefore remains vast.
The portfolio is robust in the face of downside power price sensitivities and remains exposed to significant upside
(power prices, asset life extension, asset optimisation, new revenue streams, interest rate cycle etc). The levered
portfolio IRR of 11per cent and net return to investors of 10per cent (at NAV) should be very attractive versus
other investment opportunities.
Given the leading market position of the Group and the Investment Manager, there is no shortage of investment
opportunities, further fuelled by the challenging fundraising environment affecting all buyers (in both public and
private markets). The Company will continue to review its capital allocation policy and will assess new acquisitions
in this light.
In general, the outlook for the Group is extremely encouraging.
Glen Kyllachy
GREENCOAT
UK WIND
19
Strategic Report
Introduction
The Directors present their Strategic Report for the
year ended 31December 2024. Details of the Directors
who held office during the year and as at the date of
this report are given on pages37 to 39.
Investment Objective
The Company’s aim is to provide investors with an
annual dividend that increases in line with RPI inflation
while preserving the capital value of its investment
portfolio in the long term on a real basis through
reinvestment of excess cash flow.
The Company provides investors with the opportunity
to participate directly in the ownership of UK wind
farms, so increasing the resources and capital
dedicated to the deployment of renewable energy and
the reduction of greenhouse gas emissions.
The target return to investors is an IRR, net of fees and
expenses, of 10per cent. As a result of the Company’s
prospects, strong balance sheet and cash flow generation,
the Board decided to increase the 2025 target dividend
to 10.35pence per share, which represents a 3.5per cent
increase above the target dividend for 2024 and is in line
with than December2024 RPI. The Board also decided to
pay a 2.5pence per share dividend for Q4 2024, bringing
the 2024 full year dividend to 10pence per share.
Progress on the objectives is measured by reference to
the key metrics on page1.
Investment Policy
The Group invests in UK wind farms predominantly
with a capacity of over 10MW.
Low gearing ensures that the annual dividend is
sufficiently protected against lower power prices. This
means that the Group also has the ability to benefit
from higher power prices as it is not required to enter
into long term fixed price contracts.
The Group generally uses debt to make additional
investments and intends to continue to use short term
debt facilities to make further investments, where
appropriate. The Group will look to repay its short
term debt facilities by refinancing them with longer
term debt facilities or in the equity markets in order to
refresh its debt capacity. The Group will look to repay its
short term debt facilities with proceeds from disposing
of investments. While debt facilities are drawn, the
Group benefits from an increase in investor returns
because borrowing costs are below the underlying
return on investments.
The Board believes that there is a significant market in
which the Group can continue to grow over the next
few years.
Capital Allocation
The Company regularly reviews its capital allocation
policy by considering a range of options to optimise
returns to shareholders. In January2025, as part of this
consideration, the Company announced an increase in
its annual dividend target for 2025 to 10.35pence per
share, in line with December’s RPI of 3.5per cent. The
dividend with respect to the final quarter of the year
will be 2.5pence per share, taking the annual dividend
for 2024 to 10pence per share.
Through its share buyback programme, the Company
bought back 59.2million shares during the year at an
average cost of 137pence per share.
In September 2024, the Company refinanced
£725million of its debt facilities and reduced its RCF
to £400million, with a lower margin of 1.5per cent.
Additionally, the Company refinanced £325 million
of near maturing term loans in addition to placing
£100million of new term debt, resulting in a weighted
average cost of debt 4.68 per cent across all facilities.
The Company maintains a disciplined approach to
acquisitions and disposals, only transacting when it is
considered to be in the interests of shareholders to
do so. With the Company’s share price continuing to
trade at a discount to NAV, the alternatives for capital
allocation warrant significant consideration.
Structure
The Company is a UK registered investment company
with a premium listing on the London Stock Exchange.
The Group comprises the Company and Holdco.
Holdco invests in SPVs which hold the underlying
wind farm assets. The Group employs Schroders
GreencoatLLP as its Investment Manager.
Discount Control
The Articles of Association require a continuation vote
by shareholders if the share price were to trade at an
average discount to NAV of 10per cent or more over a
12month period. This vote was put to shareholders at
the AGM on 24April 2024 and the Company received
88.69per cent support in continuing in its current form.
During the year, the Company’s shares have traded
at an average discount to NAV of 14 per cent. In
accordance with the Company’s Articles of Association,
a continuation vote will be proposed at the 2025 AGM.
It is the intention of the Board for the Company to
buy back its own shares in the market through its
£100 million share buyback programme if the share
price continues to trade at a material discount to NAV,
providing that it is in the interests of shareholders to
do so.
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
20
Strategic Report continued
Review of Business and Future Outlook
A detailed discussion of individual asset performance
and a review of the business in the year together with
future outlook are covered in the Investment Manager’s
Report on pages5 to 18.
Key Performance Indicators
The Board believes that the key metrics detailed on
page 1, which are typical for investment entities, will
provide shareholders with sufficient information to assess
how effectively the Group is meeting itsobjectives.
Ongoing Charges
The ongoing charges ratio of the Company is 0.95per
cent of the weighted average NAV for the year to
31 December 2024. This is made up as follows and
has been calculated using the AIC recommended
methodology.
31December 2024 31December 2023
£’000 % £’000 %
Total management fee 31,043 0.87% 32,844 0.86%
Directors’ fees 415 0.01% 385 0.01%
Other ongoing expenses
(1)
2,336 0.07% 2,058 0.05%
Total 33,794 0.95% 35,287 0.92%
Weighted average NAV 3,579,180 3,834,654
(1)
Other ongoing expenses do not include £1,907k of management
and administration fees relating to the wind farm SPVs that is
recharged to them, £1,153k of broken deal and project costs,
and £386k of other non recurring costs.
If the Company’s share price trades at 20 per cent
discount to its reported NAV, the 2025 ongoing
charges ratio is expected to be 0.81per cent.
The Investment Manager is not paid any performance
or acquisition fees.
Employees and Officers of the Company
The Company does not have any employees and
therefore employee policies are not required. The
Directors of the Company are listed on pages37 to 39.
Principal Risks and Uncertainties
In the normal course of business, each investee
company has a rigorous risk management framework
with a comprehensive risk register that is reviewed
and updated regularly and approved by its board.
The principal risks identified by the Board to the
performance of the Group are detailed below.
The Board maintains a risk matrix setting out the risks
affecting both the Group and the investee companies.
This risk matrix is reviewed and updated at least annually
to ensure that procedures are in place to identify
principal risks and to mitigate and minimise the impact
of those risks should they crystallise. This risk matrix is
also reviewed and updated to identify emerging risks,
such as climate related risks, and to determine whether
any actions are required. This enables the Board to carry
out a robust assessment of the risks facing the Group,
including those risks that would threaten its business
model, future performance, solvency or liquidity.
The risk appetite of the Group is considered in light
of the principal risks and their alignment with the
Company’s Investment Objective. The Board considers
the risk appetite of the Group and the Company’s
adherence to the Investment Policy in the context of
the regulatory environment taking into account, inter
alia, gearing and financing risk, wind resource risk, the
level of exposure to power prices and environmental
and health and safety risks.
As it is not possible to eliminate risks completely, the
purpose of the Group’s risk management policies and
procedures is to reduce risks and to ensure the Group
is adequately prepared to respond to such risks and
minimise any impact should they materialise.
The spread of assets within the portfolio ensures that
the portfolio benefits from a diversified wind resource
and spreads the exposure to a number of potential
technical risks associated with grid connections and
with local distribution and national transmission
networks. In addition, the portfolio includes 6 different
turbine manufacturers, which diversifies technology
and maintenance risks. Finally, each site contains a
number of individual turbines, the performance of
which is largely independent of other turbines.
Risks Affecting the Group
Investment Manager
The ability of the Group to achieve the Company’s
Investment Objective depends heavily on the
experience of the management team within the
Investment Manager and more generally on the
Investment Manager’s ability to attract and retain
suitable staff. The sustained growth of the Group
depends upon the ability of the Investment Manager
to identify, select and execute further investments
which offer the potential for satisfactory returns.
The Investment Management Agreement includes key
man provisions which would require the Investment
Manager to employ alternative staff with similar
experience relating to investment, ownership, financing
and management of wind farms should any key man
cease to be employed by the Investment Manager. The
Investment Management Agreement ensures that no
investments are made following the loss of key men until
suitable replacements are found and there are provisions
for a reduction in the investment management fee during
the loss period. It also outlines the process for key man
replacement with the Board’s approval. In addition, the
key men are shareholders in the Company.
GREENCOAT
UK WIND
21
Strategic Report continued
Principal Risks and Uncertainties continued
Risks Affecting the Group continued
Investment Manager continued
The Investment Manager is one of Europe’s leading
renewable investment managers, which employs over
120 professionals and has c.£10 billion of assets under
management. The Investment Manager is 75 per
cent owned by Schroders Group PLC, founded over
200years ago, and managing over £777billion of assets
(as of 30 September 2024) with over 6,000 staff globally.
Financing Risk
The Group will finance further investments either by
borrowing or by issuing further shares in addition to
its cash resources. The ability of the Group to deliver
expected real NAV growth is dependent on access to
debt facilities and equity capital markets, the latter
has become increasingly challenging given the share
price is trading at a discount to NAV. There can be
no assurance that the Group will be able to borrow
additional amounts or refinance on reasonable terms or
that there will be a market for further raising of equity.
Investment Returns Become Unattractive
Higher interest rates could persist, making the listed
infrastructure asset class relatively less attractive to
investors. In such circumstances, it is likely that discount
rates would be adjusted to maintain a suitable premium
over increased risk free rates. The increasing equity
flows out of the UK have contributed to the share price
trading at an increasing discount to NAV, which is likely
to make raising further equity more challenging.
Risks Affecting Investee Companies
Regulation
If a change in Government renewable energy policy were
applied retrospectively to current operating projects
including those in the Group’s portfolio, this could
adversely impact the market price for renewable energy
or the value of the green benefits earned from generating
renewable energy. The Government has evolved the
regulatory framework for new projects being developed
but has consistently stood behind the framework that
supports operating projects as it understands the need
to ensure investors can trust regulation.
Electricity Prices
Other things being equal, a decline in the market price
of electricity would reduce the investee companies’
revenues.
The Group’s dividend policy has been designed to
withstand significant short term variability in power
prices. A longer period of power price decline would
materially affect the revenues of investee companies.
Wind Resource
The investee companies’ revenues are dependent
upon wind conditions, which will vary across seasons
and years within statistical parameters. The standard
deviation of energy production is 10per cent over a
12month period (less than 2per cent over 30years).
Since long term variability is low, there is no significant
diversification benefit to be gained from geographical
diversification across weather systems.
The Group does not have any control over the wind
resource but has designed its dividend policy such
that it can withstand significant short term variability
in production relating to wind. Before investment, the
Group carries out extensive due diligence and relevant
historical wind data is available over a substantial
period of time. The other component of wind energy
generation, a wind farm’s ability to turn wind into
electricity, is mitigated by purchasing wind farms,
where possible, with a proven operating track record.
When acquiring wind farms that have only recently
entered into operation, only limited operational
data is available. In these instances, the acquisition
agreements with the vendors of these wind farms will
include a ‘‘wind energy true-up’’ or an appropriate
discount to the purchase price.
Glen Kyllachy
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
22
Strategic Report continued
Principal Risks and Uncertainties continued
Risks Affecting Investee Companies continued
Asset Life
In the event that the wind turbines do not operate for
the period of time assumed by the Group or require
higher than expected maintenance expenditure
to do so, it could have a material adverse effect on
investment returns.
The Group performs regular reviews and ensures that
maintenance is performed on all wind turbines across
the wind farm portfolio. Regular maintenance ensures
the wind turbines are in good working order, consistent
with their expected life-spans.
Health and Safety and the Environment
The physical location, operation and maintenance
of wind farms may, if inadequately assessed and
managed, pose health and safety risks to those
involved. Inappropriate wind farm operation and
maintenance may result in bodily injury, particularly if
an individual were to fall from height, fall or be crushed
in transit from a vessel to an offshore installation or be
electrocuted. If an accident were to occur in relation
to one or more of the Group’s investments and if the
Group were deemed to be at fault, the Group could be
liable for damages or compensation to the extent such
loss is not covered by insurance policies. In addition,
adverse publicity or reputational damage could follow.
The Board reviews health and safety at each of its
scheduled Board meetings and Jim Smith serves as the
appointed Health and Safety Director. The Group also
engages an independent health and safety consultant
to ensure the ongoing appropriateness of its health
and safety policies.
The investee companies comply with all regulatory
and planning conditions relating to the environment,
including in relation to noise emissions, habitat
management and waste disposal.
Going Concern
As further detailed in note1 to the financial statements
on page 74, the Directors have a reasonable
expectation that the Company and the Group have
adequate resources to continue in operational
existence from the date of approval of this report to at
least February2026.
The Board note that the Group’s Consolidated
Statement of Comprehensive Income showed a loss
for the year after tax of £55million (2023:£126million
profit). As the Company is an investment entity
under IFRS10, the loss after tax has been caused by
a decrease in the Group’s investments at fair value
through profit and loss and the Company’s reported
NAV. This loss after tax does not reflect the trading
performance Group or its portfolio during the year.
Accordingly, the Directors continue to adopt the going
concern basis in preparing the financial statements
Longer Term Viability
As further disclosed on page 49, the Company is a
member of the AIC and complies with the AIC Code.
In accordance with the AIC Code, the Directors are
required to assess the prospects of the Group over
a period longer than the 12 months associated with
going concern. The Directors conducted this review
for a period of 10years, which is deemed appropriate,
given the long term nature of the Group’s investments
which are modelled over 30 years, coupled with its
long term strategic planning horizon.
In considering the prospects of the Group, the Directors
looked at the key risks facing both the Group and the
investee companies as detailed on pages 20 to 22,
focusing on the likelihood and impact of each risk as
well as any key contracts, future events or timescales
that may be assigned to each key risk. The Directors
also tested and are comfortable that the Company
would continue to remain viable under several robust
downside scenarios, including loss of government
subsidies and a significant decline in long term power
price forecasts, both considered principal risks and
uncertainties affecting investeecompanies.
As a sector focused infrastructure fund, the Group
aims to produce stable and inflating dividends while
preserving the capital value of its investment portfolio
on a real basis. The Directors believe that the Group
is well placed to manage its business risks successfully
over both the short and long term and accordingly, the
Board has a reasonable expectation that the Group
will be able to continue in operation and to meet
its liabilities as they fall due for a period of at least
10years.
The Board does not believe that the lower power
prices projected in the high transition risk scenario, as
discussed on page 33, will diminish the longer term
viability of the Company.
The Directors have also considered the continuation
vote to be proposed at the Company’s AGM in
April 2025, caused by the Company’s shares trading
at 14 per cent average discount to NAV in line with
its Articles of Association. The Directors believe that
the outcome of the shareholder continuation vote
will not impact their opinion of the Company’s longer
termviability.
While the Directors have no reason to believe that the
Group will not be viable over a longer period, they are
of the opinion that it would be difficult to foresee the
economic viability of any company with any degree of
certainty for a period of time greater than 10years.
GREENCOAT
UK WIND
23
Strategic Report continued
Directors’ Responsibilities Pursuant to Section172
of the Companies Act2006
The Directors are responsible for acting in a way
that they consider, in good faith, is the most likely to
promote the success of the Company for the benefit of
its members. In doing so, they should have regard for
the needs of stakeholders and the wider society. The
Company’s objective is to provide investors with an
annual dividend that increases in line with RPI inflation
while preserving the capital value of its investment
portfolio in the long term on a real basis through
reinvestment of excess cash flow.
The Company provides investors with the opportunity
to participate directly in the ownership of UK wind
farms, so increasing the resources and capital
dedicated to the deployment of renewable energy
and the reduction of greenhouse gas emissions.
TheBoard is also aware of its responsibility for the risk
management of the Group’s climate related risks and
for transparent disclosure of these risks, appreciating
how this is integral to the success of the Company.
Key decisions are those that are either material to the
Company or are significant to any of the Company’s
key stakeholders, as defined on pages 53 to 54. The
Company’s engagement with its key stakeholders,
including the Investment Manager, is discussed further
in the Corporate Governance Report. The key decisions
and discussions detailed in the table below were made
or approved by the Directors during the year, with the
overall aim of promoting the success of the Company
while considering the impact on its members and
widerstakeholders.
Topic Stakeholder considerations and outcome
Dividends Shareholders voted 99.87 per cent in favour to approve the Company’s dividend policy at
the AGM on 24 April 2024.
The Board has also announced a target dividend of 10.35 pence per share for 2025, an
increase of 3.5 per cent from 2024’s target dividend of 10 pence per share.
Stakeholders influencing and/or impacting considerations:
Shareholders and potential investors
Investments During the year, the Company made a further investment into Kype Muir Extension.
Following recommendation from the Investment Manager, the Directors consider all investments
in the context of the Company’s Investment Policy, availability of financing and the potential
returns to investors. They also consider each investment in the context of sustainability and its
impact on the surrounding community.
Stakeholders influencing and/or impacting considerations:
Shareholders, potential investors, local communities and Investment Manager.
Divestments During the year, the Group partially divested two wind farms with the proceeds used to repay
the Company’s RCF and fund further share buybacks.
Following recommendation from the Investment Manager, the Board considered the divestments
in the context of the Company’s capital allocation strategy, its gearing levels and potential returns
to investors.
Stakeholders influencing and/or impacting considerations:
Shareholders, potential investors, local communities and Investment Manager.
Share Capital On 26 October 2023, the Company announced the commencement of a share buyback programme
of up to £100 million executed under the authority granted by shareholders at the 2023 AGM. The
Board determined that buying back shares was in the best interests of shareholders and authority
to continue purchasing shares was granted by shareholders at the 2024 AGM. As at 31 December
2024, 65.8 million shares were purchased under the above authority at a total cost of £90.4 million.
During the year, the Company allotted 1,165,019 Ordinary Shares to the Investment Manager to
satisfy the Equity Element of the Investment Management Fee, in accordance with the Investment
Management Agreement. No shares were issued through equity raisings during the year.
Stakeholders influencing and/or impacting considerations:
Shareholders, potential investors and Investment Manager.
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
24
Strategic Report continued
Directors’ Responsibilities Pursuant to Section 172 of the Companies Act 2006 continued
Topic Stakeholder considerations and outcome
Annual review
of service
providers
The Board annually reviews the Company’s external service providers and, in particular, the
quality and costs of the services provided and organisational strength where appropriate. It
has concluded that the interests of the Company’s shareholders would be best served by
the ongoing appointments of the Investment Manager, the Administrator and the Company’s
other key service providers on the existing terms.
Stakeholders influencing and/or impacting considerations:
Investment Manager, Administrator and other key service providers.
Investment
Management
Agreement
The Board annually reviews the Investment Manager’s fee arrangements to ensure they
remain competitive and fit for purpose. During the year, Company appointed a third party
to conduct an external review of these arrangements in the context of wider market issues
and shareholder feedback which resulted in a revised fee structure within the Investment
Management Agreement.
Stakeholders influencing and/or impacting considerations:
Shareholders, potential investors and Investment Manager.
Strategy session The Board holds an annual strategy session with the Investment Manager, outside of the
scheduled quarterly Board meetings, to consider the Company’s strategic objectives. The
Board believes that the strategy session helped to strengthen a clear and collaborative vision
for the strategic direction of the Company, while taking into account the views and needs of
stakeholders.
Stakeholders influencing and/or impacting considerations:
Shareholders, potential investors and Investment Manager.
FCA
Sustainability
Disclosure
Requirements
The FCA introduced the sustainability disclosure and labelling regime during the year and the
Board has decided to adopt the Sustainability Focus label which will help shareholders and
new investors identify the Company’s investment strategy against sustainability objectives.
The Board will regularly monitor and report against claims made under the Sustainability Focus
label, engaging with stakeholders to ensure transparency.
Stakeholders influencing and/or impacting considerations:
Shareholders and potential investors.
Recruitment of
an additional
non-executive
Director
Following the appointment of Abigail Rotheroe during the year, the Board made the decision
to engage Heidrick & Struggles to commence a further non-executive director recruitment
process to further enhance the Board’s skillset, knowledge and diversity. Following the
conclusion of this process, the Board approved the appointment of Taraneh Azad with effect
from 1 February 2025.
Stakeholders influencing and/or impacting considerations:
Shareholders and potential investors.
Debt Refinancing With the assistance of the Investment Manager, the Board conducted a £725 million refinancing
of its debt facilities during the year with the Company’s existing set of lenders. The process
also involved migrating all lenders to a Common Terms Agreement, offering the Company a
consistent set of terms and a strong platform for its future debt strategy.
The Company’s RCF was also reduced to £400 million (down from £600 million) at a reduced
margin which now matures in October 2027 and refinanced £325 million of term loans that
were due to mature between November 2024 and May 2026. A further £100 million of term
debt was placed with proceeds used to fund the reduction drawn in the RCF.
Stakeholders influencing and/or impacting considerations:
Shareholders, potential investors and lenders.
GREENCOAT
UK WIND
25
Strategic Report continued
Directors’ Responsibilities Pursuant to Section 172
of the Companies Act 2006 continued
Board Composition and Internal Evaluation
During the year, Abigail Rotheroe was appointed as
a non-executive Director of the Company with effect
from 1March 2024.
On 1February 2025, Taraneh Azad joined the Board
following the conclusion of an externally supported
recruitment process with Heidrick & Struggles, who
have no other connection with the Company or
individual directors.
As disclosed on page50, the Board undertakes a formal
and rigorous internal evaluation of its performance
each financial year to determine effectiveness and
performance in various areas, as well as the Directors’
continued independence and tenure. The reviews
concluded that the overall performance of the Board
and Audit Committee was satisfactory and the Board
was confident in its ability to continue to govern the
Company well.
Environmental, Social and Governance
The Group’s approach
The Group invests in wind farms and the environmental
benefits of renewable energy are proven and key
to delivering the Government’s climate change
objectives. As the largest renewable infrastructure
fund and one of the largest owners of wind farms in
the UK, the Company continues to prove the viability
of clean energy as a robust sector for investment.
The Group owns 2GW of installed capacity across
49 onshore and offshore operating wind farms. By
dedicating resources to the deployment of renewable
energy, the Group is playing an active role in reducing
the UK’s greenhouse gas emissions and accelerating
a move towards Net Zero for the whole economy.
Since listing, the Group’s operating wind farms
have produced 29.0TWh of clean energy, avoiding
11.6million tonnes of CO
2
.
During the year, the Group’s wind farms generated
5,484GWh of renewable electricity, sufficient enough
to power 2.0 million homes
(1)
and avoid 2.2 million
tonnes of CO
2
emissions through the displacement of
thermal generation
(2)
.
Through acquiring operational wind farms from third
parties, this allows capital to be recycled into further
renewable energy projects.
(1)
The number of homes powered is based on the average annual household energy consumption (2.7MWh/annum (Ofgem)), using the latest
reported figures, and reflects the portfolio’s actual electricity generation during the year.
(2)
The portfolio’s estimated CO
2
emissions avoided through the displacement of thermal generation, based on the portfolio’s actual
electricity generation during the year. The Group assumes that wind generation replaces CCGT in the UK and applies a carbon factor of
0.4tCO
2
/MWh (Ofgem).
Both generating renewable electricity and enabling
capital recycling contribute to SDG7 (ensure access to
affordable, reliable, sustainable and modern energy for
all) and SDG13 (take urgent action to combat climate
change and its impacts).
Responsible Investment
To sustain the long term success of the business, the
Board acknowledges and understands the importance
of effective management of ESG matters for all of the
Company’s stakeholders.
The Company continues to have an important role
to play in championing both responsible investment
and the development of the renewable energy sector.
This is achieved through continuous engagement with
all industry stakeholders, including suppliers, O&M
partners, industry associations, policy makers, peers
and communities. The Company transparently shares
its ESG approach and results with investors.
Responsible investing principles have been applied
to each of the investments made, which require the
Group to make reasonable endeavours to ensure the
ongoing compliance of its investee companies with its
policies on responsible investment and ESG matters.
Although the non-executive Board has overall
responsibility for the activities of the Company and its
investments, the day-to-day management of the business
is delegated to the Investment Manager. This includes
responsibility for ESG matters and applies as investments
are being made and continuously during the life of each
wind farm. The Investment Manager assesses how ESG
should be managed and the Company has developed its
ESG policy in accordance with the Investment Manager’s
ESG Policy. The ESG Policy of the Company is approved
annually and overseen by the Company’s Board.
The Group will continue to lead the way in encouraging
responsible investment to accelerate the development
of the UK’s wind energy sector further and will do this
in a way that maximises returns for our shareholders
and creates benefits for the communities and the
natural environment in which its wind farms operate.
The Investment Manager has representation on the
boards of the operating wind farm companies, which
oversee performance, including on ESG matters,
and meet quarterly. From these ongoing reviews, the
Investment Manager reports quarterly to the Company’s
Board, with data on production, wind farm availability,
key events and health and safety performance.
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
26
Strategic Report continued
Environmental, Social and Governance continued
Responsible Investment continued
This robust management structure enables the
Investment Manager to oversee ESG issues effectively
throughout the lifecycle of the Group’s wind farms:
Screening
• screening the investment against investment
mandate and restrictions; and
• assessing the ability of the investment to comply
with ESG standards.
Due Diligence
• rigorously assessing ESG risks and opportunities
of the investment based on commitment, capacity,
track record and features of the wind farm and key
service providers; and
• identifying mitigation plans for ESG risks, where
identified.
Investment decision
• identifying and addressing ESG issues in extracts of
the Investment Manager’s Investment Committee
papers that inform investment decisions; and
• determining and costing plans to address ESG
issues, and price into the investment decision
process.
Asset Management
• establishing appropriate governance structures;
• complying with all relevant laws and regulations;
• ensuring ongoing monitoring and management of
ESG issues;
• managing impacts on the natural habitat
surrounding the wind farms under management;
• engaging with and supporting the local
communities;
• performing due diligence on third parties and
ensuring compliance with the Company’s ESG
policy; and
• ensuring business integrity with a focus on avoiding
money laundering, negligent or corrupt practices.
Environment
As one of the largest owners of wind farms in the UK,
the Group is focused on taking actions to support
climate change mitigation through the generation
of renewable energy, whilst minimising the potential
impacts that the operation of wind farms may have on
local habitats and the environment.
(1)
Copernicus Climate Change Service (C3S), January 2025
(2)
UK Government, Clean Power 2030 Action Plan, December 2024
The world continues to face a serious climate challenge,
exemplified by the recent announcement that average
global surface temperatures were 1.6°C above
preindustrial levels in 2024, exceeding the target of
limiting global to 1.5°C set by the Paris Agreement
for the first time
(1)
and the new UK government is
committed to acting as a global leader in greenhouse
gas emissions reduction. The Company supports
the UK Government’s commitment to achieve Net
Zero by 2050 and to achieve Clean Power by 2030
(2)
through acquiring operational wind farms and thereby
allowing developers and utilities to recycle their
capital into further renewable energy projects, and by
demonstrating the attractive long term returns in the
industry through our prudent management of wind
farms, thereby reducing the cost of capital.
The Group is committed to protecting the local
environment around its wind farms, recognising the
potential impact that wind farms can have on local
terrestrial and aquatic wildlife and landscape.
As such, the Group seeks to protect the local
environment around its wind farms by using robust
environmental management systems. These include
policies, periodic risk assessments, monitoring and
regular reporting to the Board and the boards of each of
the wind farm companies. Through these measures, the
Group also ensures compliance with all applicable laws,
regulations and planning permissions as administered
by the Environment Agency, Health Protection Agency,
local authorities, Ofgem, UREGNI or any other relevant
regulatory body, including the data reporting obligations
under Renewable Obligation Order 2009.
The Group’s core activities include:
• maintaining management systems to evaluate the
potential risks and impacts of its activities and
avoiding or mitigating environmental impacts
on biodiversity, air quality, noise and waste
management where relevant;
• overseeing implementation of habitat
management plans at its wind farms;
• undertaking additional environmental impact
assessments or undergoing regular monitoring as
required;
• seeking to work with partners who uphold good
industry standards – from operational managers
whose management systems comply with the
requirements of ISO 14001:2015 (environmental
management systems) to the material contractors
used; and
• reporting regularly to the Board and the boards of
each of the wind farm companies.
GREENCOAT
UK WIND
27
Strategic Report continued
Environmental, Social and Governance continued
Environment continued
The Company also recognises the importance of a
circular economy in achieving Net Zero targets and
in reducing the environmental impact associated with
renewable energy generation. After setting up a grant
making programme to fund and support academic
research and non-profit projects last year, the first of
two projects concluded during the year. The ‘Added-
value Coatings’ research project, led by The University
of Edinburgh, identified that successful grinding of
recycled materials, notably carbon fibre and glass
fibre, could be added to new turbine materials
without compromising the physical properties of the
blades. The second project is led by Imperial College,
London and aims to develop an end-of-life decision
making tool to predict how much damage a wind
turbine blade has accumulated in its lifetime. The tool
aims to support the industry in making informed and
sustainable decisions about the optimal end-of-life
route for turbine blades. This project is ongoing and is
expected to conclude in the spring of 2027.
CASE STUDY
Wind turbine component repair at
HumberGateway
The Humber Gateway O&M facility has successfully
implemented a Self-Perform strategy, enabling its
maintenance team to repair and overhaul various
wind turbine components on site at Grimsby Fish
Docks. This approach mitigates downtime caused
by adverse weather by allowing technicians to
enhance their skills and knowledge of component
failure modes, while also upskilling apprentices
through hands-on experience in a safe environment.
Technicians manage the on-site workshop as
part of their annual objectives, collaborating with
engineers to ensure the availability of appropriate
tools and equipment, reflecting a culture of personal
development. Since the project began in 2020, the
maintenance team has:
• Refurbished 118 electric, mechanical, and
hydraulic components;
• Overhauled 234 generator power-stop thyristor
modules; and
• Retrofitted 219 UPS battery banks with new
lifecells.
This initiative contributes to reducing component waste and fosters a circular economy, as the site becomes
less dependent on supply chain lead times by collaborating with local engineering firms. This localised
maintenance process has also facilitated the installation of improved parts, enhancing turbine robustness.
In 2024, the workshop provided bespoke on site training, including refresher courses on electrical
troubleshooting, hydraulic tooling, electrical torque guns, and welding. This training reduces the need for
external travel, aligning with the operational lifespan of the wind farm and promoting similar initiatives at
other sites in the future.
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
28
Strategic Report continued
Environmental, Social and Governance continued
Social
Supporting worker safety and fair employment on
the Group’s sites
Worker safety is a top priority for the Group. The Group
also recognises the need for people to be paid fairly
for the work they do and to have appropriate working
conditions. In prioritising these elements, it supports
the local communities in which its wind farms operate,
ensuring the long term viability of its operations.
The Group achieves this through a range of activities,
including:
• complying with all applicable laws relating to
employment, occupational health and safety,
human rights, prevention of human trafficking and
modern slavery, public safety and security and
community matters, including the Wind Turbine
Safety Rules;
• implementing health and safety best practices
through wind farm specific health and safety policies,
project management, contractual arrangements,
staff training and stakeholder education;
• assessing and monitoring health and safety
practices through wind farm specific risk
identification and prevention activities; and
• reporting on key health and safety data regularly,
with escalation and rapid response procedures in
place in case of emergency.
During the year, these activities included:
• 571 regular safety checks carried out by the
operations and maintenance service providers at
all wind farms;
• safety walks by the Investment Manager’s team at
44 wind farms;
• independent health and safety audits by
accredited professionals at 13 wind farms and
3O&M partners; and
• HV audits at 4 wind farms.
The Group’s focus on prevention arises out of a culture
of transparent reporting, collaboration, and best
practice. Identifying both hazards and analysing the
causes of incidents is a key risk mitigant.
As a member of Renewable UK, the UK’s leading wind
energy trade association, the Company is keen to
work with other stakeholders to develop the industry
further including on health and safety. In addition, the
Investment Manager is an active member of SafetyOn,
the UK’s leading health and safety focused organisation
for the onshore wind industry. With the increase in
offshore wind capacity in the Company’s portfolio, the
Investment Manager also became a member of G+ in
April 2023, to help ensure industry best practice for
offshore wind assets.
Supporting the communities around the Group’s
wind farms
It is important that the wind farms are truly part of
the community. The Group’s approach aids long term
support by local communities for wind farms in the
UK, which ultimately enables the continued growth of
theindustry.
The Group cares about the communities around its wind
farms and engages with local communities to ensure
respect for land and access rights and that its wind farms
are managed in accordance with planning permissions.
The Group holds regular dialogue with community funds
and provides financial support to local groups through
community benefit schemes that fund local projects.
These funds help deliver a range of services, from
improving local amenities and infrastructure to aiding
educational projects for local schools.
In 2024, the Group provided £5.7million to community
funds.
Governance
The Board and Investment Manager believe in the
value of embedding robust governance practices and
oversight of ESG matters relevant to the Company.
This is important for maintaining the confidence of
investors and in continuing to deliver on our promise
of long term returns. Material governance matters
considered include the diversity and experience of
its Board, the adherence of suppliers to responsible
business standards, and the robust management of
data integrity and security.
Ensuring key service providers adhere to the Group’s
expectations of responsible business practices
As the renewables sector expands, demand for
raw materials, resources and labour to support this
development also grow, and the sustainability risks
present in this global supply chain evolve. The Group
strives to ensure our high ESG standards and values are
consistently applied across the supply chain supporting
our investments.
GREENCOAT
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29
Strategic Report continued
Environmental, Social and Governance continued
Governance continued
In 2024, the Investment Manager updated its Supplier
Code of Conduct to ensure that its suppliers adhere to
its definition of good governance and align with the
OECD Guidelines for Multinational Enterprises and
the UN Guiding Principles on Business and Human
Rights. The Investment Manager’s team is rolling
out the updated Code of Conduct to key service
providers to the Company or ensuring that they
have their own Codes of Conduct that demonstrate
equivalentcommitments.
Diversity
The Board has a policy to base appointments on merit
and against objective criteria, with due regard for the
benefits of diversity, including both gender and ethnic
diversity. Its objective is to attract and maintain a Board
that, as a whole, comprises an appropriate balance of
skills and experience.
The Board consists of individuals from relevant and
complementary backgrounds offering experience in
the investment management of listed funds, as well
as in the energy sector from both a public policy
and a commercial perspective. As at the date of this
report, the Board comprised 2 men and 4 women,
all non-executive Directors who are considered to
be independent of the Investment Manager and
free from any business or other relationship that
could materially interfere with the exercise of their
independent judgement. Currently, the Chairman and
Audit Committee Chairman positions are both held
by women who represent 33per cent of Directors on
theBoard.
The Board recognises the importance of an inclusive
and diverse Board in facilitating a collaborative culture
and enhancing the delivery of the Company’s strategic
objectives and is compliant with gender and ethnicity
guidelines for UK companies.
In accordance with UKListing Rule6.6.6(9), as at the publication date of this report and as described above, the
composition of the Board is as follows:
Number of
Board members
in scope
Percentage
of the Board
Number of
senior positions
on the Board
(CEO, CFO, SID
and Chair)
(1)
Men 2 33% 1
Women 4 67% 2
Not specified/prefer not to say — — —
(1)
The positions of CEO and CFO are not applicable to the Company as an externally managed investment fund. Senior Board positions will
continue to be reviewed.
Number of
Board members
in scope
Percentage
of the Board
Number of
senior positions
on the Board
(CEO, CFO, SID
and Chair)
(1)
White British or other White (including minority-white groups) 5 83% 3
Mixed/Multiple Ethnic Groups — — —
Asian/Asian British — — —
Black/African/Caribbean/Black British — — —
Other ethnic group, including Arab 1 17% 0
Not specified/prefer not to say — — —
(1)
The positions of CEO and CFO are not applicable to the Company as an externally managed investment fund. Senior Board positions will
continue to be reviewed.
The above information is based on voluntary self declaration from the Directors in response to questions on
gender identification and ethnicity groups (as outlined by the FCA) directors considered themselves to fall within.
The Investment Manager operates an equal opportunities policy and its partners and employees comprise 86 men
and 36 women.
Errogie Chruch
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
30
Strategic Report continued
Environmental, Social and Governance continued
Governance continued
Detailed disclosure on the Company’s governance
structure and activities can be found in the Corporate
Governance Report on pages 49 to 54 and in the TCFD
Governance section below.
Task Force on Climate-Related Financial Disclosures
(TCFD)
The Company strives to maintain the highest standards
of corporate governance and effective risk identification
and management at both Group and wind farm level.
The Company supports the recommendations of the
TCFD and refers to them for guidance on addressing
climate related risks and opportunities across the
Group and enhancing our disclosure.
These disclosures are categorised between the
4thematic areas as recommended by the TCFD.
Governance
Board oversight and the role of the Investment
Manager
The Board is responsible for the determination of the
Company’s Investment Objective and Investment Policy.
It also oversees the management of the Company and its
investments, including ESG and climate related risks and
opportunities. The Board also delegates the day-to-day
management of the business, including management of
ESG matters, to the Investment Manager.
The Audit Committee also considers the Company’s
climate related disclosures in its Annual Report and
Financial Statements.
As discussed in the Corporate Governance Report on
pages 49 to 54, the Board and the Investment Manager
meet regularly and discuss risk management. Climate
related risks are covered during these discussions,
as they naturally arise from the Group’s underlying
investments and the Company’s significant role in the
decarbonisation of the UK economy. A formal risk matrix
is maintained by the Investment Manager and reviewed
and approved by the Board on an annual basis.
In addition, the Investment Manager has its own ESG
Committee that meets regularly to discuss ESG and
climate related risks relating to the Group and other
funds it manages. This committee has implemented
an ESG Policy that looks to establish best practice
in climate related risk management, reporting and
transparency. Stephen Lilley sits on this ESG Committee
and therefore remains well informed and involved with
ESG and climate related discussions, which may impact
the Company. Representatives from the Investment
Manager also sit on all of the boards of the wind farm
companies, which meet quarterly and discuss ESG and
climate related risk management.
CASE STUDY
Golden Eagle conservation at Stronelairg and
Dunmaglass
The Golden Eagle Research, Conservation and
Monitoring Project (RECMP) operates at the
Stronelairg and Dunmaglass sites, primarily funded
by the Dunmaglass wind farm development. The
project, coordinated by various organisations
including SSE Renewables and the Highland Raptor
Study Group, focuses on monitoring the status of
Golden Eagles and understanding their use of the
upland landscape in the Central Highlands Natural
Heritage Zone (NHZ10).
Between 2015 and 2020, satellite tagging was
conducted on 20 Golden Eagles, revealing an
increase in the number of occupied territories in
NHZ10 from 19 to 25, alongside high productivity
rates of fledged juveniles. This indicates that NHZ10
is a significant area for the expansion of Golden
Eagle territories in Scotland. The tracking data
has also supported several scientific publications
aimed at enhancing understanding of Golden Eagle
movements, noting that tagged eagles typically
avoid wind turbines.
Funding from the project also supports a Golden
Eagle Project Officer who collaborates with various
stakeholders to carry out annual breeding censuses.
This role addresses the concerns of landowners and
gamekeepers regarding the potential risks Golden
Eagles pose to livestock, while also considering
the threats posed by estate activities like shooting
parties.
The success of the RECMP suggests it will continue
for the foreseeable future.
GREENCOAT
UK WIND
31
Strategic Report continued
Task Force on Climate-Related Financial Disclosures
(TCFD) continued
Strategy
The Board understands that climate change poses risks
and opportunities to the Company.
As the leading listed renewable infrastructure fund,
invested in UK wind farms, the Company plays a
significant role in the UK renewables industry. Overall,
the Board believes that the decarbonisation of the
UK economy will continue to present a significant
investment opportunity and the size of the Company’s
growth will be related to the success of the sector and
the engagement of its stakeholders. The Company
is committed to its strategy and Investment Policy of
investing in operating wind assets to benefit from this
opportunity. The Company also recognises, however,
that there are short term and medium to long term
risks that could impact its future financial performance.
The Company seeks to manage these risks to mitigate
potential impact.
The tables below summarise the principal opportunities
and risks identified by the Company and details, where
relevant, how it manages the risks or opportunities.
Opportunities
Category Climate issue Opportunities Company consideration
Transition Increased
demand for
renewable
energy
generation
Increasing ambition of corporate and
Government Net Zero targets could
lead to a material increase in the
procurement of renewable energy by
businesses and consumers. Moreover,
companies are increasingly required
to demonstrate their commitment to
reducing their carbon footprints, which
may increase the demand for corporate
PPAs.
The Board considers that the
decarbonisation of the UK economy
will continue to present a significant
investment opportunity in the short and
medium term (0-15 years) and the size
of the Company’s growth will be related
to the success of the sector and the
engagement of its stakeholders.
Risks
Category Climate issue Risk Company consideration
Transition Retrospective
changes
to policies
providing
financial
support to
renewable
energy
There is a risk that the UK Government
retrospectively changes its financial
support for the renewable energy
sector such as ROCs, network charges
and carbon price floors. Retrospective
changes to such financial support
could decrease portfolio revenues and
increase operating costs making the
technology less commercially viable.
The Board considers the likelihood of
any retrospective policy change to be
low in the short term (less than 5 years).
To manage any such risk, the Board and
Investment Manager keep themselves
abreast of developments in international
support for renewable energy as well
as their impact and, where possible,
respond to changes when and if they
happen. The Investment Manager is
also actively engaged in discussion with
both industry and the Government on
the ongoing REMA consultation.
Transition Increased
renewable
generation
capacity
reduces
power prices
It is possible that the deployment of
new renewable energy generation
capacity, required to meet future UK
and global emission reduction targets,
could reduce the power prices captured
by the Group’s portfolio investments
resulting in reduced revenues.
The Board considers there to be limited
potential impact on the Company
from fluctuating power prices due to
the nature of the portfolio’s cashflows,
which are both fixed and merchant. The
Group’s dividend policy has also been
designed to withstand significant short
term variability in generation or power
price capture.
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
32
Strategic Report continued
Task Force on Climate Related Financial Disclosures (TCFD) continued
Strategy continued
Risks continued
Category Climate issue Risk Company consideration
Transition Increased
reputational
risks
associated
with climate
related
disclosures
and reporting
obligations
There is an increase in reputational
risk should incorrect or unclear
statements be made in climate
related disclosures that could result in
investor dissatisfaction, fines linked to
greenwashing or broader reputational
damage to the Company and the
Investment Manager.
The Company considers the potential
impact of this risk to the Company to
be low in the short and medium term.
To manage this risk, the Investment
Manager engages specialist consultants
to measure and report on the Company’s
carbon emissions. The Investment
Manager also uses internal processes
to monitor emerging climate related
disclosure regulations and disclosures
that are made by the Company are
reviewed by the Audit Committee
as well as the Investment Manager’s
compliance and ESG teams.
Physical Increase in
extreme
weather
events
The UK has witnessed an increase in
extreme weather events including
flooding, heatwaves and storms
including high wind speeds in recent
years. Extreme weather events have the
potential to disrupt portfolio operations
impacting cash flows, and to damage
assets resulting in increased operating
costs or insurance premiums.
The Company considers the impact
of such risks to its portfolio to be low.
The current portfolio of wind farms is
designed to withstand extreme weather
conditions and to take advantage of
weather systems such as increased wind
speeds. In addition, wind turbines are
designed to shut down in the event that
wind speeds exceed very high speeds
to protect them from damage.
The Investment Manager does not
consider an increase in flooding to pose
significant issues to the Company’s
portfolio as onshore wind turbines are
not typically located in areas prone to
flooding. To mitigate risk of damage
from extreme weather events, the
Company procures property damage
and business interruption insurance
should operations be disrupted, or
assets be damaged.
GREENCOAT
UK WIND
33
Strategic Report continued
Task Force on Climate Related Financial Disclosures
(TCFD) continued
Strategy continued
Climate scenarios
The Company recognises the requirement under the
TCFD for considering the resilience of its strategy
under different climate related scenarios, including
a 2°C or lower increase scenario. The Board has also
considered the potential impact of a high transition
risk scenario on its strategy and sets out high level
conclusions below. The scenarios were developed by
a market leading consultant.
To meet the FCA’s product level TCFD disclosure
requirements, the Company will publish a separate
report on its website before 30 June 2025. This will
include information relating to an assessment of the
potential impacts of specific transition scenarios as
listed in the FCA Handbook.
High transition risk scenario
Transition risks are those associated with the pace and
extent at which society adapts and mitigates the risk
of climate change. Transition risks can occur when
moving to a greener economy has adverse impacts
on certain sectors, due to policy, legal, market or
technological shifts. The Board and the Investment
Manager continue to believe that the key factor that
could impact the Company in the transition to a lower
carbon economy is the variability of long term prices
for wholesale electricity. In a lower carbon economy,
where considerable build-out of renewable generation
capacity will be required, there is a risk that the power
price received by the Group’s portfolio could be
negatively impacted, depending on how successful the
Government is in implementing its plan and depending
on future electricity market design including the
ongoing REMA consultation.
The Investment Manager has assessed the potential
impact of a high transition risk scenario using a third
party Net Zero model built by leading power market
experts. The model sets out how electricity prices
and the market may develop in line with meeting
the legislated target of Net Zero emissions by 2050,
including current and future policy implementation to
achieve carbon neutrality, technological developments
and commodity price forecasts for a global outlook.
In this high transition risk scenario where global
temperature increases are limited to only 1.5
o
C to 2
o
C
(most typically associated with Net Zero), it is assumed
that the UK Government is successful in implementing
its plan in its entirety and the REMA consultation does
not conclude in significantly different market design. In
this scenario, the long term power price is lower than
the base case used to calculate the Company’s NAV.
The lower long term power price, provided by a leading
market consultant, reflects the wider deployment of low
marginal cost renewable generation capacity, partially
offset by the expected deployment of electrolysers
as part of a growing hydrogen economy, increased
electrification of transport and heat and the build-out
of data centres. Modelling the lower long term power
price would equate to approximately a 21 pence
reduction in NAV per share.
The base case long term power price assumes significant
renewable generation and other measures to reduce
carbon emissions and represents the independent
consultant’s best estimate of likely outturn. The high
transition risk scenario assumes further measures. The
precise effect on power price of any measures (in the
base case and in the high transition risk scenario) is
highly uncertain and is highly dependent on future
electricity market design. The high transition risk
scenario also assumes no other offsetting factors.
High physical risk scenario
Physical risks may consist of acute physical risk, which
can refer to event driven perils including increased
severity and frequency of extreme weather events, and
chronic physical risk, which can refer to longer term
shifts in climate patterns that cause sea level rises, heat
waves, droughts and desertification.
The Board and the Investment Manager continue to
believe that a scenario where global temperature
increases are significantly higher than 2
o
C (a high
physical risk scenario) would not lead to any significant
physical risk to the Group’s wind farms, which are
designed to operate in extreme weather conditions
and are typically not located in areas prone to flooding
and insurance and business continuity plans are in
place to manage such an event, should it occur.
In the medium to long term, the Board and the
Investment Manager recognise that there is a risk that
weather systems may change as a result of higher
temperature change scenarios, but do not believe
it is possible, at this time, to determine whether this
would impact the Group positively or negatively. The
Investment Manager is in the process of finalising the
selection of a physical climate risk tool to support
further assessment of the potential physical risks
associated with the Group and wind farm portfolio.
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
34
Strategic Report continued
Task Force on Climate Related Financial Disclosures
(TCFD) continued
Risk Management
As a full scope UK AIFM, the Investment Manager
has established a Risk Management Committee that
meets on a quarterly basis to discuss, amongst other
matters, the risk framework of the Group and investee
companies including processes for identifying,
assessing and managing climate related risks. The
Company’s risk matrix, reviewed and approved by the
Board, includes climate related risks.
All risks identified, including climate related risks are
assessed based on likelihood, impact and mitigation.
The risk assessment is carried out on a qualitative basis
by the Investment Manager, although consideration
is given to how quantitative measures can be used
to support climate related risk assessment. The risk
matrix is then presented to the Board for discussion
and approval on an annual basis.
As mentioned above, climate related risks can be
classified into two broad categories:(i)risks associated
with the transition to a decarbonised economy;
and (ii) risks associated with the physical impacts of
climate change. The table on pages 31 to 32 aims to
summarise the most material transition and physical
risks associated with climate change and the extent
to which the Board considers the impact high or low,
based on exposure and mitigation actions.
To ensure strong performance and risk mitigation, the
Group has specific oversight on environmental and
social issues including climate change. It reinforces this
oversight with a range of activities, including:
• appointing at least one senior representative from
the Investment Manager to the boards of the wind
farm companies to ensure monitoring and influence
of both financial and ESG performance, including
climate related risks and opportunities; and
• carrying out due diligence during the acquisition of
new wind farms in accordance with the Investment
Manager’s established procedures and ESG Policy,
which requires an analysis of climate issues.
The Investment Manager’s Investment Committee
comprises experienced senior managers. Whilst
making investment decisions, due consideration is
given to climate related risks as well as to opportunities
identified during due diligence.
Metrics and Targets
The world continues to face a serious climate challenge,
and the UK is taking an active role as a global leader in
greenhouse gas emissions reduction.
The Government’s Net Zero strategy includes:
• complete decarbonisation of the electricity sector
by 2035;
• 50GW of offshore wind capacity by 2030;
• 70GW of solar PV capacity by 2035;
• 10GW of low carbon hydrogen production
capacity by 2030;
• 24GW of nuclear capacity by 2050;
• capture and store 20-30 MtCO
2
per year by 2030;
and
• electrification of transportation (thus increasing
demand for electricity).
The Group supports this strategy by allowing developers
and utilities to recycle their capital, and by demonstrating
the attractive long term returns in the industry through
its prudent management of wind farms, thereby reducing
the cost of capital and increasing the potential for further
construction of renewable energay capacity and the
decarbonisation of the economy.
Renewable energy generators avoid CO
2
emissions
on a net basis at a rate of approximately 0.4t CO
2
per MWh. Given the size of the Group’s investment
portfolio on 31 December 2024, the portfolio’s
contribution to reducing CO
2
emissions is estimated
to be approximately 2.4 million tonnes per annum.
The portfolio is also generating sufficient electricity to
power approximately 2.2million homes perannum.
London Array
GREENCOAT
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Strategic Report continued
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Metrics and Targets continued
The portfolio’s Scope 1, Scope 2 and Scope 3 greenhouse gas emissions are disclosed below.
Metric Definition Scope
Year ended
31December
2024
Year ended
31December
2023
Total carbon
emissions
The absolute greenhouse
gas emissions of a portfolio,
expressed in tonnes CO
2
e
(1)
Scope 1 262 13
Scope 2 (location based) 1,969 2,162
Scope 2 (market based) 731 1,485
Scope 3 19,047 261,138
Carbon footprint Total carbon emissions for a
portfolio normalised by the market
value of the portfolio, expressed
in tonnes CO
2
e/£M invested
(2)
Scope 1& 2 0.2 0.2
Scope 3 3.3 43
Total (1, 2& 3) 3.5 43
Weighted Average
Carbon Intensity
(WACI)
Portfolio exposure to carbon-
intensive companies, expressed
in tonnes CO
2
e/£M revenue
(2)
Scope 1& 2 6 3
Scope 3 67 1,190
Total (1, 2& 3) 73 1,193
Activity based
carbon intensity
Total carbon emissions for a
portfolio normalised by the
renewable electricity generation
of the portfolio, expressed in
tonnes CO
2
e/MWh
Scope 1& 2 0.00023 0.00038
Scope 3 0.00374 0.11977
Total (1, 2& 3) 0.00397 0.12015
(1)
Carbon emissions are measured in line with the industry standard Greenhouse Gas Protocol based on an equity control approach, meaning
emissions from the Group’s operations are weighted according to the Group’s proportionate ownership of its SPV investments. Scope 3
emissions are the result of activities from assets not owned or controlled by the Group, but that the Group indirectly impacts in its value
chain. Scope 3 emissions include all sources not within the Group’s Scope 1 and 2 boundary and include, inter alia, emissions arising from
the construction of each wind farm acquired in the year, including those emissions associated with the manufacturing and transport of all
equipment and material, before the wind farm was commissioned, as well as the expected spare part provision throughout its lifetime.
(2)
Calculations for metrics can be found in the EU SFDR disclosures on pages 121 to 122.
Brockaghboy
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
36
Strategic Report continued
Task Force on Climate Related Financial Disclosures
(TCFD) continued
Metrics and Targets continued
It is the Investment Manager’s view that Scope 3
emissions are less meaningful given the Company’s
strategy of investing in UK wind farms for the duration
of their asset lives. Furthermore, recognising a wind
farm’s construction and whole life operating emissions
in the year the Group acquires it is potentially
misleading as it both overestimates carbon emissions
in the year of acquisition and underestimates carbon
emissions generated in every other year.
The carbon payback of a wind turbine, how quickly it
offsets the emissions generated during its manufacture,
transportation and on-site construction, is an indicator
of its contribution to accelerating energy transition.
At current rates, carbon payback is typically around
5 months for onshore and offshore wind farms, which
is approximately 3 per cent of the assumed asset life.
Carbon footprint indicators are measured in line with
the industry standard Greenhouse Gas Protocol based
on an equity control approach, meaning emissions from
the Group’s operations are weighted according to the
Group’s proportionate ownership of its SPV investments.
Targets
The Company has not set a carbon emissions
reduction target. It commits to continuing to invest
solely in operating wind power generation assets and
to continue growing its renewable energy generation
and generating capacity to support the transition to a
Net Zero economy. The Investment Manager has been
a signatory to the Net Zero Asset Managers initiative
(‘NZAM’) since 2021. NZAM is an international group
of asset managers committed to supporting the goal of
net zero greenhouse gas emissions by 2050 or sooner.
The Investment Manager is aware of NZAM’s internal
review and held a meeting with the initiative to gain a
clearer understanding of their next steps. There will be
further engagement with NZAM to support the revision
of its commitments in a manner that best reflects
the interest of shareholders. In 2022, the Investment
Manager formalised a commitment to cut the intensity
of its Scope 1 and 2 emissions by 50 per cent by
2030. With support from the Investment Manager,
the Company will work to develop a plan in line with
evolving UK requirements in this regard, including how
it intends to reduce its carbon footprint to support the
Investment Manager’s commitment whilst continuing
to grow its portfolio and avoid carbon emissions as a
result of its generation activities.
UK Sustainability Disclosure Requirements (SDR)
In 2023, the FCA published its final rules regarding
Sustainability Disclosure Requirements (SDR) which
came into force in stages during 2024. During the
year, the Company adopted the Sustainability Focus
label which signifies the Company’s commitment to
investing in assets that prioritise sustainability for
people and the planet. The Company is committed to
providing transparent and accurate information about
our sustainability practices and, with support from the
Investment Manager, will ensure ongoing compliance
with SDR criteria through regular reviews and updates
to internal procedures.
EU Sustainable Financial Disclosure Regulation
(SFDR)
The Company became Article 9 qualified under
EU SFDR in 2022. Through its Investment Policy
of investing in UK wind farms predominately with a
capacity over 10MW, the Company contributes to the
environmental objective of climate change mitigation
that helps to facilitate the transition to a low carbon
economy. Detailed Annex V disclosures and the
Company’s principal adverse impacts statement can
be found on pages 107 to 122.
ESG Report
The Company publishes an annual standalone ESG
Report. This provides further information on how the
Group approaches responsible investment and ESG
matters in addition to further case studies and ESG
performance. The Company’s ESG Report for 2024 will
be published on its website in April 2025.
On behalf of the Board
Lucinda Riches C.B.E.
Chairman
26February 2025
GREENCOAT
UK WIND
37
Board of Directors
As at the date of this report, the Board comprises 6 individuals from relevant and complementary backgrounds.
The Directors are of the opinion that the Board as a whole comprises an appropriate balance of skills, experience
and diversity. The Directors of the Company who were in office during the year and up to the date of signing the
financial statements are listed below.
Lucinda Riches C.B.E., Chairman of the Board (appointed 1May 2019)
Lucinda Riches C.B.E. (Chairman) brings significant capital markets experience,
having advised public companies on strategy, fundraising and investor
relations for many years. She also brings extensive experience as a public
company non-executive director across a variety of businesses, including two
FTSE100 companies.
Lucinda worked at UBS and its predecessor firms for 21 years until 2007
where she was a managing director, global head of Equity Capital Markets
and a member of the board of the investment bank. She is Chairman of
Peel Hunt Limited and a non-executive Director of Ashtead Groupplc and
KingfisherPLC. Previously she was a non-executive Director of UK Financial
Investments, a non-executive Director of The Diverse Income Trust plc, Senior Independent Director of The
British Standards Institution and until 2021 she was a non-executive Director of CRHplc and Senior Independent
Director of ICG Enterprise Trustplc. She was awarded a C.B.E. in 2017 for her services to financial services, British
industry and to charity.
Caoimhe Giblin, Chairman of the Audit Committee (appointed 1September 2019)
Caoimhe Giblin (Director and Audit Committee Chairman) has extensive
experience in the electricity industry sector and is currently Co Chief Executive
Officer at ElectroRoute, an energy trading company which is part of the
Mitsubishi Corporation group of companies.
Prior to that, Caoimhe was Director of Finance for SSE Renewables where
she had responsibility for the financial activities of SSE’s significant on and
offshore wind development and construction portfolio. Prior to this, Caoimhe
held various roles in the Corporate Finance department at Airtricity where she
gained significant experience of corporate acquisitions and disposals, equity
fundraising, project finance, debt financing and managed the company’s
corporate valuation process.
Caoimhe qualified as a Chartered Accountant with KPMG and spent the early part of her career focusing on
providing corporate finance due diligence, internal audit and risk management services. Caoimhe is a Fellow of
Chartered Accountants Ireland and has a BA in Accounting& Finance and an MBS in Accounting from Dublin
City University. Caoimhe also holds a Diploma in Company Direction from the Institute of Directors, of which she
is a member.
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
38
Board of Directors continued
Nick Winser C.B.E. Senior Independent Director (appointed 1January 2022)
Nick Winser C.B.E. (Senior Independent Director) has a 30 year career in
the energy sector which included being CEO of National Grid across UK
and Europe, President of the European Network of Transmission System
Operators for Electricity and CIGRE UK Chairman. Nick was previously the
Chairman of Energy Systems Catapult and was appointed Chairman of the
Advisory Board for the Energy Revolution ISCF programme in 2018. He was
appointed Electricity Network Commissioner by the Government in summer
2022 and is Energy Commissioner at the National Infrastructure Commission.
During 2024, Nick was appointed as a Commissioner of the Clean Power
2030 Commission and had taken an advisory role with the Gas and Electricity
Markets Authority.
Nick is a Fellow of the Institute of Engineering and Technology, serving as its President in 2017/18 and is a Fellow
of the Royal Academy of Engineering. Nick is also former Chairman of the MS Society and a former member of
the Board of the Kier Group.
Jim Smith (appointed 1May 2023)
Jim Smith (Director) is the former Managing Director of SSE Renewables
with 34years experience within the electricity industry at SSE. Since retiring
from full time employment in 2022 he has transitioned into a number of part
time roles and is Chair of Noriker PowerLtd, Chair of Inverness& Cromarty
Firth Green Freeport Ltd, Chair of Renewable PartsLtd and non-executive
Director of Reventus PowerLtd. Jim is a renewable energy ambassador for
Cowi UKLtd.
Jim’s early career in SSE was in development, construction and operations in
both hydro and gas fired generation where he became Station Manager at
Peterhead Power Station. He then went on to be Director of Major Projects
responsible for the group’s major capital infrastructure investments in renewables, thermal generation, gas
storage and transmission.
Following SSE’s acquisition of Airtricity in 2008, he led offshore wind development and construction before
taking responsibility for all wind development and construction. He subsequently was the Managing Director of
the groups energy trading business before becoming Managing Director of Generation Operations. Following
a restructuring in 2018 Jim became the Managing Director of SSE Renewables with responsibility for the 4GW
operational fleet and the development pipeline, taking over 5GW (gross) of projects through financial close prior
to his retirement.
Jim is a Mechanical Engineer, trained mediator and a mentor for the MCR Pathways charity.
GREENCOAT
UK WIND
39
Board of Directors continued
Abigail Rotheroe (with effect from 1March 2024)
Abigail Rotheroe (Director) is a CFA Charterholder with over 25 years’
experience in the investment industry. She brings a recent investment
background in ESG and sustainable investing alongside her previous
involvement in institutional and retail asset management. Abigail also
has deep non-executive experience including that as a public company
non-executive director.
During her career in fund management, Abigail has held positions at
Schroder Capital Management, HSBC Asset Management and was a Director
of Columbia Threadneedle Investments managing retail and pension fund
assets in Asia and Emerging markets. Most recently she was the Investment
Director of Snowball Impact Management, responsible for developing the
firm’s approach to impact investment and measurement.
Abigail is currently a non-executive director of HydrogenOne Capital Growthplc (and Chair of the Remuneration
and Management Engagement Committee), Baillie Gifford Shin Nippon plc (and Chair of the Nomination
Committee) and Templeton Emerging Markets Investment Trustplc. She is a member of the Investment Advisory
Committee of WHEB Asset ManagementLLP, is an investment committee member for the Joseph Rowntree
Charitable Trust and the Robertson Trust and has sat on the CFA UK’s Impact Investing Certificate expert panel,
from its inception to the creation of the certificate.
Taraneh Azad (appointed 1 February 2025)
Taraneh Azad (Director) is the Partner (having previously served as its
Managing Partner) and Chief Investment Officer at Systemiq, where she has
been instrumental in transforming the company into a resilient, agile, and
trusted system change organisation. With over 25 years of experience in
finance, commercial, and business development, Taraneh has held senior
positions at Goldman Sachs, Morgan Stanley, Hartree Partners, and TXU
Europe in the energy sector. In these roles, she primarily collaborated with
corporates and sovereigns across Europe and the Middle East, focusing on
energy price risk management.
Taraneh’s career began with international development works for projects of
the European Union and the United Nations, showcasing her commitment to
global progress from the outset. Fluent in German, English, and Persian, she has had the opportunity to work in
numerous countries around the world, further enriching her diverse professional background. At Systemiq, she
advises companies across Europe and the Middle East on sustainability and energy transition, leveraging her
extensive experience and expertise.
Martin McAdam (appointed 1 March 2015 and retired 24 April 2024)
Martin McAdam (Director) is an accomplished executive with significant
experience in the energy and renewables sector. He was formerly Chief
Executive Officer of Aquamarine Power. Prior to that, Martin was President
and Chief Executive Officer of the US subsidiary of Airtricity, a role in which
he constructed over 400MW of wind farm capacity.
Martin spent his early career at ESB, the Irish utility, involved in a number of
activities including power station construction and generation planning. After
a number of years in information services, he returned to the power industry
and joined Airtricity, a significant developer and constructor of wind farms
throughout the UK and Ireland, managing construction of new wind farms.
Martin’s role expanded into operations and ultimately to take responsibility for the growing US business. He led
the integration of the Airtricity generation business unit into the SSE Renewables Division after its sale.
Martin is a Chartered Engineer and a Fellow of Engineers Ireland and a Fellow of the Royal Society for the
Encouragement of Arts, Manufactures and Commerce.
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
40
Board of Directors continued
Other UK Listed Public Company Directorships
In addition to their directorships of the Company, the below Directors currently hold the following UK listed public
company directorships:
Lucinda Riches C.B.E.
Ashtead Group plc
Peel Hunt Limited
Kingfisher PLC
The Directors have all offered themselves for re-election and resolutions concerning this will be proposed at the
2025 AGM.
Conflicts of Interest
The Directors have declared any conflicts or potential conflicts of interest to the Board which has the authority to
approve such situations. The Company Secretary maintains the Register of Directors’ Conflicts of Interests which
is reviewed bi-annually by the Board and when changes are notified. The Directors advise the Company Secretary
and the Board as soon as they become aware of any conflicts of interest. Directors who have conflicts of interest
do not take part in discussions which relate to any of their conflicts.
In accordance with Provision 9 of the AIC Code, the appointment of any Director has included consideration of
the time they have available to the role. Any additional external appointments will be submitted by Directors
to the Board for consideration with respect to any conflicts arising or time commitment concerns relating to
over-boarding guidelines before approval before the appointment is accepted. The Investment Manager is also
engaged on occasion to assist in determining potential conflicts arising from external appointments.
South Kyle
GREENCOAT
UK WIND
41
Report of the Directors
The Directors present their Annual Report, together
with the consolidated financial statements of
Greencoat UK Wind PLC for the year to 31December
2024. The Corporate Governance Report on pages 49
to 54 forms part of this report.
Details of the Directors who held office during the year
and as at the date of this report are given on pages 37
to 39.
Capital Structure
The Company has one class of ordinary shares which
carry no rights to fixed income. Shareholders are
entitled to all dividends paid by the Company and, on
a winding up, provided the Company has satisfied all
of its liabilities, the shareholders are entitled to all of
the surplus assets of the Company.
Shareholders will be entitled to attend and vote at all
general meetings of the Company and, on a poll, to
one vote for each ordinary share held.
Authority to Purchase Own Shares
The current authority of the Company to make
market purchases of up to 14.99 per cent of its issued
share capital expires at the conclusion of the 2025
AGM. Special resolution 15 will be proposed at the
forthcoming AGM seeking renewal of such authority
until the next AGM (or 30 June 2026, whichever is
earlier). The price paid for the shares will not be less
than the nominal value or more than the maximum
amount permitted to be paid in accordance with the
rules of the UK Listing Authority in force at the date of
purchase. This power will be exercised only if, in the
opinion of the Directors, a repurchase would be in the
best interests of shareholders as a whole. Any shares
repurchased under this authority will either be cancelled
or held in treasury at the discretion of the Board for
future resale in appropriate marketconditions.
The Directors believe that the renewal of the Company’s
authority to purchase shares, as detailed above, is
in the best interests of shareholders as a whole and
therefore recommend shareholders to vote in favour of
special resolution 15.
The Directors also recommend shareholders to vote in
favour of resolutions 12, 13 and 14, which renew their
authority to allot equity securities for the purpose of
satisfying the Company’s obligations to pay the Equity
Element of the Investment Manager’s fee, and also
their authority to allot equity securities for cash either
pursuant to the authority conferred by resolution 12 or
by way of a sale of treasury shares.
Major Interests in Shares
Significant shareholdings as at 14 February 2025 are
detailed below.
Shareholder
Ordinary
shares held %
14February
2025
Blackrock Investment Management 5.41
Rathbone Investment Management 5.21
Hargreaves Lansdown Asset Management 5.08
Investec Wealth & Investment 4.55
Schroder Investment Management 4.24
Interactive Investor 3.83
Newton Investment Management 3.73
Charles Stanley 3.07
Evelyn Partners 3.06
FIL Investment International 3.02
Significant shareholdings as at 31December 2024 are
detailed below.
Shareholder
Ordinary
shares held %
31December
2024
Rathbone Investment Management 5.63
BlackRock Investment Management 5.23
Hargreaves Lansdown Asset Management 4.78
Investec Wealth & Investment 4.51
Schroder Investment Management 4.43
Newton Investment Management 3.63
Interactive Investor 3.55
FIL Investment International 3.26
Charles Stanley 3.13
Evelyn Partners 3.07
CCLA Investment Management 3.01
Companies Act 2006 Disclosures
In accordance with Schedule 7 of the Large and
Medium Sized Companies and Groups (Accounts and
Reports) Regulations 2008 the Directors disclose the
following information:
• the Company’s capital structure is detailed
in note 16 to the financial statements and all
shareholders have the same voting rights in respect
of the share capital of the Company. There are no
restrictions on voting rights that the Company is
aware of, nor any agreement between holders of
securities that result in restrictions on the transfer
of securities or on voting rights;
• there exist no securities carrying special rights
with regard to the control of the Company;
• the Company does not have an employees’ share
scheme;
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
42
Report of the Directors continued
Companies Act 2006 Disclosures continued
• the rules concerning the appointment and
replacement of Directors are contained in the
Company’s Articles of Association and the
Companies Act 2006;
• there exist no agreements to which the Company
is party that may affect its control following a
takeover bid;
• there exist no agreements between the Company
and its Directors providing for compensation for
loss of office that may occur because of a takeover
bid; and
• the Directors’ responsibilities pursuant to Section
172 of the Companies Act 2006, as detailed in the
Strategic Report.
Investment Trust Status
The Company has been approved as an investment
trust under sections 1158 and 1159 of the Corporation
Taxes Act 2010. As an investment trust, the Company
is required to meet relevant eligibility conditions and
ongoing requirements. In particular, the Company
must not retain more than 15 per cent of its eligible
investment income. The Company has conducted and
monitored its affairs so as to enable it to comply with
these requirements.
Diversity and Business Review
A business review is detailed in the Investment
Manager’s Report on pages 5 to 18 and the Group’s
policy on diversity is detailed in the Strategic Report
on page 29.
Directors’ Indemnity
Directors’ and Officers’ liability insurance cover is
in place in respect of the Directors. The Company’s
Articles of Association provide, subject to the
provisions of UK legislation, an indemnity for Directors
in respect of costs which they may incur relating to
the defence of any proceedings brought against them
arising out of their positions as Directors, in which they
are acquitted or judgement is given in their favour by
the Court.
Except for such indemnity provisions in the Company’s
Articles of Association and in the Directors’ letters
of appointment, there are no qualifying third party
indemnity provisions in force.
Streamlined Energy Carbon Reporting
As the Group has outsourced operations to third
parties, there are no significant greenhouse gas
emissions to report from the operations of the Group.
The Group qualifies as a low energy user and is
therefore exempt from disclosures on greenhouse gas
emissions and energy consumption.
The underlying assets of the Group’s investee
companies are renewable energy generators which
avoid CO
2
emissions on a net basis (at a rate of
approximately 0.4t CO
2
per MWh and estimated to
be approximately 2.4 million tonnes per annum given
the size of the Group’s investment portfolio as at
31December 2024).
Further details of the portfolio’s Scope 1, Scope 2 and
Scope 3 greenhouse gas emissions can be found in
the Strategic Report on page 35.
Risks and Risk Management
The Group is exposed to financial risks such as price
risk, interest rate risk, credit risk and liquidity risk and
the management and monitoring of these risks are
detailed in note 19 to the financial statements.
Independent Auditor
The Directors will propose the reappointment of
BDO LLP as the Company’s Auditor and resolutions
concerning this and the remuneration of the Company’s
Auditor will be proposed at the 2025 AGM.
So far as each of the Directors at the time that this
report was approved are aware:
• there is no relevant audit information of which the
Auditor is unaware; and
• they have taken all the steps they ought to have
taken to make themselves aware of any audit
information and to establish that the Auditor is
aware of that information.
Annual Accounts
The Board is of the opinion that the Annual Report,
taken as a whole, is fair, balanced and understandable
and provides the information necessary for shareholders
to assess the position, performance, strategy and
business model of the Company.
The Board recommends that the Annual Report, the
Report of the Directors and the Independent Auditor’s
Report for the year ended 31 December 2024 are
received and adopted by the shareholders and a
resolution concerning this will be proposed at the
2025AGM.
Dividend
The Board recommended an interim dividend of
£56.2million, equivalent to 2.5 pence per share with
respect to the 3 month period ended 31 December
2024, bringing total dividends with respect to the year
to £226.8million, equivalent to 10 pence per share as
disclosed in note 8 to the financial statements.
GREENCOAT
UK WIND
43
Report of the Directors continued
Subsequent Events
Significant subsequent events have been disclosed in
note 22 to the financial statements.
Strategic Report
A review of the business and future outlook, going
concern statement and the principal risks and
uncertainties of the Group have not been included in
this report as they are disclosed in the Strategic Report
on pages 19 to 36.
On behalf of the Board
Lucinda Riches C.B.E.
Chairman
26February 2025
Glen Kyllachy
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
44
Directors’ Remuneration Report
This report has been prepared by the Directors in accordance with the requirements of the Companies Act 2006
and the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulations 2008. A resolution
to approve the Directors’ Remuneration Report will be proposed at the 2025 AGM. At the AGM on 24April
2024, shareholders voted 99.61 per cent in favour to approve the Directors’ Remuneration Report for the year
ended 31December 2023.
The Company’s Auditor is required to give their opinion on the information provided on Directors’ remuneration
on pages 44 to 47 of this report and this is explained further in its report to shareholders on page 65. The
remainder of this report is outside the scope of the external audit
Annual Statement from the Chairman of the Board
The Board, which is profiled on pages 37 to 39, consists solely of non executive Directors and is considered to be
independent. The Board considers at least annually the level of the Board’s fees, in accordance with the AIC Code.
During the year, the basic fee for non executive Directors increased by £3,300 per annum to £68,300, the fee for
the Senior Independent Director and the Audit Committee Chairman increased by £3,600 and £3,900 per annum
respectively, and the fee for the Chairman increased by £5,700 per annum to £115,700, following an internal evaluation.
The Board confirmed that this increase was appropriate through benchmarking by the Investment Manager.
Remuneration Policy
As at the date of this report, the Board comprised 6 Directors, all of whom are non executive. The Board does
not have a separate Remuneration Committee as, being wholly comprised of non executive Directors, the whole
Board considers these matters.
At the AGM on 28April 2023, shareholders voted 99.78 per cent in favour to approve the Company’s Remuneration
Policy, which is put to a vote by shareholders every 3 years. The details of the Company’s Remuneration Policy are
set out in full below. No changes are expected for 2025 and this policy will next be put to a vote by shareholders
at the 2026 AGM.
Each Director receives a fixed fee per annum based on their roles and responsibility within the Company and the
time commitment required. It is not considered appropriate that Directors’ remuneration should be performance
related and none of the Directors are eligible for pension benefits, share options, long term incentive schemes or
other benefits in respect of their services as non-executive Directors of the Company.
The Company’s Articles of Association empower the Board to award a discretionary bonus where any Director has
been engaged in exceptional work on a time spent basis to compensate for the additional time spent over their
expected time commitment.
The Articles of Association provide that Directors retire and offer themselves for re-election at the first AGM after
their appointment and at least every 3 years thereafter. However, in accordance with the AIC Code, the Directors
are required to be re-elected annually. All of the Directors have been provided with letters of appointment for an
initial term of 3 years and for each 3 year term thereafter, which are subject to annual re-election in accordance
with the AIC Code. The following table outlines the effective date and expiry date of each of the Directors’ current
letters of appointment:
Effective date of current
appointment letter
Expiry date of current
appointment letter
Lucinda Riches C.B.E. 28April 2023 27April 2026
Caoimhe Giblin 1September 2022 31August 2025
Nick Winser C.B.E. 28April 2023 27April 2026
Jim Smith 1May 2023 30April 2026
Abigail Rotheroe 1March 2024 28February 2027
Taraneh Azad 1February 2025 31January 2028
A Director’s appointment may at any time be terminated by and at the discretion of either the Director or the
Company upon 6 months’ written notice. A Director’s appointment will automatically end without any right to
compensation whatsoever if they are not re-elected by the shareholders. A Director’s appointment may also be
terminated with immediate effect and without compensation in certain other circumstances. The Board has included
malus and clawback clauses to Director appointment letters in line with new requirements of the 2024 UK Corporate
Governance Code. Being non-executive Directors, none of the Directors have a service contract with the Company.
The terms and conditions of appointment of non-executive Directors are available for inspection from the
Company’s registered office.
GREENCOAT
UK WIND
45
Directors’ Remuneration Report continued
Annual Report on Remuneration
During the year, the basic fee for non-executive Directors increased by £3,300 per annum to £68,300, with effect
from 1 January 2024, with the Senior Independent Director and the Audit Committee Chairman receiving an
additional £3,600 and £3,900 per annum respectively. The Chairman’s basic fee was also increased by £5,700 to
£110,000 per annum.
The level of fees for Directors were benchmarked during the year by the Investment Manager. The Company is
the largest independent generator of renewable electricity in the UK. Its GAV has grown to £5.7 billion through
acquisitions and equity raisings and, in the last 3 years, the Board and its committees have held 71 meetings.
The Directors remain eligible to receive discretionary payments where significant additional work is incurred,
however, no discretionary payments were made during the year.
The table below (audited information) shows the total remuneration earned by each individual Director during the
current year:
Paid in the year to 31 December 2024
Fixed
remuneration
Discretionary
remuneration
(1)
Total
remuneration
Lucinda Riches C.B.E. (Chairman) £115,700 — £115,700
Caoimhe Giblin (Audit Committee Chairman) £78,900 — £78,900
Nick Winser C.B.E. (Senior Independent Director) £73,600 — £73,600
Jim Smith £68,300 — £68,300
Abigail Rotheroe
(2)
£57,260 — £57,260
Martin McAdam
(3)
£21,519 — £21,519
Total £415,279 — £415,279
(1)
The Directors received no additional discretionary payment during the year.
(2)
Appointed to the Board with effect from 1 March 2024.
(3)
Retired with effect from 24 April 2024.
The table below (audited information) shows the total remuneration earned by each individual Director during
the prior year:
Paid in the year to 31 December 2023
Fixed
remuneration
Discretionary
remuneration
(1)
Total
remuneration
Lucinda Riches C.B.E. (Chairman)
(2)
£97,178 — £97,178
Caoimhe Giblin (Audit Committee Chairman) £75,000 — £75,000
Nick Winser C.B.E. (Senior Independent Director)
(3)
£68,397 — £68,397
Martin McAdam £65,000 — £65,000
Jim Smith
(4)
£43,630 — £43,630
Shonaid Jemmett-Page
(5)
£35,562 — £35,562
Total £384,767 — £384,767
(1)
The Directors received no additional discretionary payment during the year.
(2)
Appointed as Chairman with effect from 28 April 2023.
(3)
Appointed as Senior Independent Director with effect from 28 April 2023.
(4)
Appointed to the Board with effect from 1 May 2023.
(5)
Retired with effect from 28 April 2023.
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
46
Directors’ Remuneration Report continued
Annual Report on Remuneration continued
The table below (audited information) shows the change in total remuneration earned by each individual Director
over prior years:
Paid in the year to 31 December 2024
2024
% change
from prior
year
(1)
2023
% change
from prior
year
2022
% change
from prior
year
2020
% change
from prior
% change
Lucinda Riches C.B.E. (Chairman)
(2)
19% 66% 6% 10%
Caoimhe Giblin (Audit Committee Chairman) 5% 15% 0% 15%
Nick Winser C.B.E. (Senior Independent Director)
(3)
8% 24% 100% n/a
Jim Smith
(4)
57% 100% n/a n/a
Abigail Rotheroe
(5)
100% n/a n/a n/a
Martin McAdam -67% 18% 0% 10%
Shonaid Jemmett-Page
(6)
n/a -58% 0% 16%
William Rickett C.B.
(7)
n/a n/a 0% 9%
Tim Ingram
(8)
n/a n/a n/a -100%
(1)
Movement in individual Director’s salary based on annualised total figures.
(2)
Appointed as Chairman with effect from 28 April 2023.
(3)
Appointed as Senior Independent Director with effect from 28 April 2023.
(4)
Appointed to the Board with effect from 1 May 2023.
(5)
Appointed to the Board with effect from 1 March 2024.
(6)
Retired with effect from 28 April 2024.
(7)
Retired with effect from 28 April 2022.
(8)
Retired with effect from 30 April 2020.
Directors’ Interests (audited information)
Directors who held office and had interests in the shares of the Company as at 31 December 2024 are given in the
table below. There were no changes to the interests of each Director as at the date of this report.
Ordinary shares
of 1p each held at
31 December 2024
Ordinary shares
of 1p each held at
31 December 2023
Martin McAdam
(1)
n/a 153,689
Lucinda Riches C.B.E. 10,000 120,000
Jim Smith 100,000 100,000
Caoimhe Giblin 70,000 70,000
Abigail Rotheroe
(2)
57,451 n/a
(1)
Retired with effect from 24 April 2024.
(2)
Appointed to the Board with effect from 1 March 2024.
Relative Importance of Spend on Pay
The remuneration of the Directors with respect to the year totalled £415,279 (2023: £384,767) in comparison to
dividends paid or declared to shareholders with respect to the year of £226,828,614 (2023: £231,414,095) and the
cost of share buybacks of £81,574,856 (2023: £9,501,098). This is 0.2 per cent (2023: 0.2 per cent) of dividends
paid or declared and 0.5 per cent (2023: 4.1 per cent) of the cost of share buybacks.
Company Performance
Due to the positioning of the Company in the market as a sector focused infrastructure fund investing in UK
wind farms to produce stable and inflating dividends for investors while aiming to preserve capital value, the
Directors consider that a listed infrastructure fund has characteristics of both an equity index and a bond index.
The following graph shows the TSR of the Company compared to the FTSE 250 index and the Bloomberg Barclays
Sterling Corporate Bond Index:
GREENCOAT
UK WIND
47
Directors’ Remuneration Report continued
Total Shareholder Return vs Equity and Bond Indices
%
Greencoat UK Wind PLC
Bloomberg Barclays Sterling
Corporate Bond Index
(rebased to 100)
FTSE 250
(rebased to 100)
90
110
130
150
170
190
210
230
250
270
290
Dec
2013
Dec
2014
Dec
2016
Dec
2017
Dec
2018
Dec
2015
Dec
2019
Dec
2020
Dec
2021
Dec
2022
Dec
202
4
Dec
2023
On behalf of the Board
Lucinda Riches C.B.E.
Chairman
26February 2025
Humber Gateway
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
48
Statement of Directors’ Responsibilities
The Directors are responsible for preparing the Annual
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 are required to prepare the Group’s
financial statements, and have elected to prepare the
Company’s financial statements, in accordance with
UK adopted international accounting standards and
with the requirements of the Companies Act 2006
as applicable to companies reporting under those
standards. Under company law the Directors must
not approve the financial statements unless they are
satisfied that they give a true and fair view of the state
of affairs of the Group and Company and of the profit
or loss for the Group for that period.
In preparing these financial statements, the Directors
are required to:
• select suitable accounting policies and then apply
them consistently;
• present information, including accounting policies,
in a manner that provides relevant, reliable,
comparable and understandable information;
• provide additional disclosures when compliance
with the specific requirements of IFRS are
insufficient to enable users to understand the
impact of particular transactions, other events and
conditions on the Group and Company financial
position and performance;
• make judgements and accounting estimates that
are reasonable and prudent;
• state whether they have been prepared in
accordance with UK adopted international
accounting standards, subject to any material
departures disclosed and explained in the financial
statements;
• prepare the financial statements on the going
concern basis unless it is inappropriate to presume
that the Company will continue in business; and
• prepare a Report of the Directors, a Strategic
Report and Directors’ Remuneration Report which
comply with the requirements of the Companies
Act 2006
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the company’s transactions and disclose with
reasonable accuracy at any time the financial position
of the company and enable them to ensure that the
financial statements comply with the Companies Act
2006. They are also responsible for safeguarding the
assets of the Company and hence for taking reasonable
steps for the prevention and detection of fraud and
other irregularities. The Directors are responsible for
ensuring that the Annual Report, taken as a whole, is
fair, balanced and understandable and provides the
information necessary for shareholders to assess the
Group’s performance, business model and strategy.
The Directors are also responsible under section 172
of the Companies Act 2006 to promote the success of
the Company for the benefit of its members as a whole
and in doing so have regard for the needs of wider
society and other stakeholders.
Website Publication
The Directors are responsible for ensuring the Annual
Report and the financial statements are made available
on a website. Financial statements are published on
the Company’s website in accordance with legislation
in the UK governing the preparation and dissemination
of financial statements, which may vary from legislation
in other jurisdictions. The maintenance and integrity
of the Company’s website is the responsibility of the
Directors. The Directors’ responsibilities also extend
to the ongoing integrity of the financial statements
contained therein.
Directors’ Responsibilities Pursuant to DTR4
The Directors confirm to the best of their knowledge
that:
• the Group’s financial statements have been
prepared in accordance with UK adopted
international accounting standards and with the
requirements of the Companies Act 2006 as
applicable to companies reporting under those
standards, and give a true and fair view of the
assets, liabilities, financial position and profit and
loss of the Group; and
• the Annual Report includes a fair review of the
development and performance of the business
and the financial position of the Group and the
Parent Company, together with a description of
the principal risks and uncertainties that they face.
On behalf of the Board
Lucinda Riches C.B.E.
Chairman
26February 2025
GREENCOAT
UK WIND
49
Corporate Governance Report
This Corporate Governance Report forms part of
the Report of the Directors as further disclosed on
pages41 to 43. The Board operates under a framework
for corporate governance which is appropriate for an
investment company. All companies with a premium
listing of equity shares in the UK are required under
the UK Listing Rules to report on how they have
applied the UK Code in their Annual Report and
financialstatements.
The Company became a member of the AIC with
effect from 27 March 2013 and has therefore put in
place arrangements to comply with the AIC Code and,
in accordance with the AIC Code, complies with the
UK Code.
The AIC Code, as explained by the AIC Guide, addresses
all the principles set out in the UK Code, as well as
setting out additional principles and recommendations
on issues that are of specific relevance to investment
companies such as the Company. In August 2024,
the AIC Code was updated and endorsed by the FRC
and the 2024 AIC Code applies to accounting periods
beginning on or after 1January 2025, with the exception
of Provision 34 which will apply to accounting periods
beginning on or after 1January 2026.
The AIC Code and the AIC Guide are available on
the AIC’s website, www.theaic.co.uk. The UK Code is
available on the FRC’s website, www.frc.org.uk.
The Company has complied with the recommendations
of the AIC Code throughout the year, where applicable.
The Company does not comply with recommendations
relating to the appointment of a Remuneration
Committee or a performance related remuneration
policy as, being wholly comprised of non-executive
Directors, the Board itself considers such matters
related to remuneration and does not consider it
appropriate for its remuneration to be incentivised
through performance outcomes.
Purpose, Culture and Values
The Company’s purpose remains clear; to provide
shareholders with an annual dividend that increases in
line with RPI inflation while preserving the capital value
of its investment portfolio in the long term on a real
basis through reinvestment of excess cash flow.
The Company provides investors with the opportunity
to participate directly in the ownership of UK wind
farms, so increasing the resources and capital
dedicated to the deployment of renewable energy and
the reduction of greenhouse gas emissions.
As an investment trust with no employees, the Board
has agreed that its culture and values should be aligned
with those of the Investment Manager and centred
on long term relationships with the Company’s key
stakeholders and sustainable investment as follows:
• Integrity is at the heart of every activity, with
importance being placed on transparency,
trustworthiness and dependability.
• The trust of stakeholders is very important to
maintain the Company’s reputation, particularly for
execution certainty for asset sellers and delivery of
investment promises to investors.
• Respect for differing opinions is to be shown
across all interaction and communication.
• Individual empowerment is sought with growth
in responsibility and autonomy being actively
encouraged.
• Collaboration and effectively utilising the
collective skills of all participants is important to
ensure ideas and information are best shared.
The Board of Directors continually reviews the
Company’s purpose, values and strategy which
promote the culture of the Company and focus on
long term relationships with the Company’s key
stakeholders and sustainable investment. The Board
believes it has a strong culture of collaboration and
inclusivity, which is reflected in the way in which Board
meetings are conducted. The Chairman promotes
and facilitates a strong culture of open debate on
topics, encouraging participation and input from all
Directors, the Investment Manager and other advisors
and service providers to ensure a wide exchange of
views. The Board annually considers the embedding
of a collaborative and inclusive culture as part of its
performance review process.
The Board
As at the date of this report, the Board consists of 6
non-executive Directors and represents a range of
investment, financial and business skills and experience.
During the year, Martin McAdam retired as Director
with effect from 24April 2024, and Abigail Rotheroe
was appointed as a Director with effect from 1March
2024. Taraneh Azad has since joined the Board as a
Director with effect from 1February 2025.
The Chairman of the Board is Lucinda Riches. In
considering the independence of the Chairman, the
Board took note of the provisions of the AIC Code
relating to independence, and has determined that
Lucinda remains independent as a non-executive
Director with a clear division of responsibilities from
the Investment Manager. The Senior Independent
Director is Nick Winser The Company, as an Investment
Trust, has no employees and therefore there is no
requirement for a chief executive.
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
50
Corporate Governance Report continued
The Board continued
The Articles of Association provide that Directors
shall retire and offer themselves for re-election at the
first AGM after their appointment and at least every
3 years thereafter. However, the AIC Code requires
that Directors be subject to an annual election by
shareholders, and the Directors comply with this
requirement. All of the Directors shall offer themselves
for re-election at the forthcoming AGM. Having
considered their effectiveness, demonstration of
commitment to the role, length of service, attendance
at meetings and contribution to the Board’s
deliberations, the Board approves the nomination for
re-election of the Directors.
The Company’s view is that the continuity and
experience of its Directors are important and that
a suitable balance needs to be struck with the need
for independence and the refreshing of the skills and
expertise of the Board. The Company believes that
some limited flexibility in its approach to Director
rotation and Chair tenure will enable it to manage
succession planning more effectively, as set out below.
During the year, the Board conducted comprehensive
recruitment processes aimed at ensuring a sustained
balance of skills and experience on the Board.
The terms and conditions of appointment of non-
executive Directors are available for inspection from
the Company’s registered office.
Chair Tenure Policy
The Company’s policy on Chair tenure is available on
the Company website. The Company’s policy on Chair
tenure is that the Chairman should normally serve no
longer than 9 years as a Director and Chairman but,
where it is in the best interests of the Company, its
shareholders and stakeholders, the Chairman may
serve for a limited time beyond that to help the
Company manage succession planning whilst at the
same time still address the need for regular refreshment
and diversity. In such circumstances the independence
of the other Directors will ensure that the Board as a
whole remains independent
Diversity Policy
The Company’s policy on Board diversity is available
on the Company website and sets out the approach
that will be adopted to ensure that the Board remains
appropriately balanced, and relevant to the Company’s
operations. The composition of the Board is reviewed
annually by the Nomination Committee, including
the balance of skills, knowledge, experience and
the diversity policy is considered in conjunction with
all Board appointments. The Board’s composition is
detailed within the Strategic Report on page 25.
Performance and Evaluation
Pursuant to Provision 26 of the AIC Code, the
Board undertakes a formal and rigorous review of
its performance each financial year. As a FTSE 250
company, in keeping with the provisions of the AIC
Code, it is the Company’s policy that every 3 years an
external consultant, who has no connection with the
Company, carries out a formal review of the Board’s
performance. This was last conducted in 2022 and
therefore the Board will be subject to an external
review again in 2025. The Board will initiate a tender
process and invite external consultants to participate
and complete a pre-qualification questionnaire to
develop a longlist of potential consultants. The chosen
consultant will be selected based on sector experience,
process and output with consideration to fee levels.
An internal evaluation of the Board, the Committees
and individual Directors was conducted during
2024 in the form of annual performance appraisals,
questionnaires and discussions to determine
effectiveness and performance in various areas, as
well as the Directors’ continued independence and
tenure. This process was facilitated by the Company
Secretary. The reviews concluded that the overall
performance of the Board and its Committees was
satisfactory and the Board was confident in its ability
to continue to govern the Company well.
Each individual Director’s training and development
needs are reviewed annually. All new Directors
receive an induction from the Investment Manager
and Company Secretary, which includes the provision
of information about the Company and their
responsibilities. Inaddition, site visits and specific Board
training sessions are arranged involving presentations
on relevant topics on a regular basis.
Board Responsibilities
The Board will meet, on average, 6 times in each
calendar year for scheduled Board meetings and on an
ad hoc basis as and when necessary. At each meeting
the Board follows a formal agenda that will cover the
business to be discussed. Between meetings there
is regular contact with the Investment Manager and
the Administrator. The Board requires to be supplied
with information by the Investment Manager, the
Administrator and other advisers in a form appropriate
to enable it to discharge its duties.
GREENCOAT
UK WIND
51
Corporate Governance Report continued
Board Responsibilities continued
The Board has responsibility for ensuring that the
Company keeps proper accounting records which
disclose with reasonable accuracy at any time the
financial position of the Company and which enable
it to ensure that the financial statements comply with
applicable regulation. It is the Board’s responsibility to
present a fair, balanced and understandable Annual
Report, which provides the information necessary for
shareholders to assess the performance, strategy and
business model of the Company. This responsibility
extends to the half year and other price sensitive
public reports.
Audit Committee
The Company’s Audit Committee is chaired by
Caoimhe Giblin and consists of a minimum of
3 members. In accordance with best practice, the
Company’s Chairman is not a member of the Audit
Committee however she does attend Audit Committee
meetings as and when deemed appropriate. The Audit
Committee Report which is on pages 55 to 58 of this
report describes the work of the Audit Committee.
Management Engagement Committee
The Company’s Management Engagement Committee
comprises all of the Directors and is required to meet at
least once per year. The Chairman of the Management
Engagement Committee is Lucinda Riches. The
Management Engagement Committee’s main function
is to keep under review the performance of the
Investment Manager and make recommendations
on any proposed amendment to the Investment
Management Agreement.
The Management Engagement Committee met
once during the year and agreed an amendment to
the Investment Management Agreement with the
Investment Manager.
Terms of reference for the Management Engagement
Committee have been approved by the Board and are
available on the Company’s website.
Nominations Committee
The Company’s Nominations Committee comprises all
of the Directors and is required to meet at least once
per year. The Chairman of the Nominations Committee
is Lucinda Riches. The Nominations Committee’s main
function is to plan for Board succession and to review
annually the structure, size and composition of the
Board and make recommendation to the Board with
regard to any changes that are deemed necessary.
Terms of reference for the Nominations Committee
have been approved by the Board and are available on
the Company’s website.
The Nominations Committee met 3 times during
the year to consider Director remuneration and
Board succession planning, as well as to commence
a non executive director recruitment process with
the assistance of an external recruitment consultant,
Heidrick & Struggles.
For the Director recruitment process, the Nominations
Committee developed a role specification with the
assistance of Heidrick & struggles to identify potential
candidates for consideration, with a shortlist of
candidates being interviewed by Committee members
and the Investment Manager before a final decision
was taken to recommend the appointment of Taraneh
Azad to the Board. The Nominations Committee will
continue to review structure, size and composition of
the Board and report on succession planning annually
to preserve continuity by phasing the retirement of
Directors approaching nine years of service.
Communications and Disclosure Committee
The Company has established a Communications and
Disclosure Committee which is required to meet at
least once a year. The committee has responsibility for,
amongst other things, determining on a timely basis
the disclosure treatment of material information, and
assisting in the design, implementation and periodic
evaluation of disclosure controls and procedures. The
Committee also has responsibility for the identification
of inside information for the purpose of maintaining
the Company’s insider list.
Terms of reference for the Communications and
Disclosure Committee have been approved by the
Board and are available on the Company’s website.
Membership consists of the Chairman (or one other
Director) and one of Stephen Lilley and Matt Ridley.
Additional members of the Committee may be
appointed and existing members removed by the
Committee. The membership of the Committee is
reviewed by the Board on a periodic basis and at least
once a year.
The AIC Code recommends that companies appoint
a Remuneration Committee, however the Board has
not deemed this necessary, as being wholly comprised
of non-executive Directors, the whole Board considers
these matters.
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
52
Corporate Governance Report continued
The Investment Manager
The Board has entered into the Investment
Management Agreement with the Investment Manager
under which the Investment Manager is responsible for
developing strategy and the day-to-day management
of the Group’s investment portfolio, in accordance
with the Group’s Investment Objective and Investment
Policy, subject to the overall supervision of the Board.
A summary of the fees paid to the Investment Manager
are given in note 3 to the financial statements.
The Investment Management Agreement may
be terminated with immediate effect and without
compensation, by either the Investment Manager or the
Company if the other party has gone into liquidation,
administration or receivership or has committed a material
breach of the Investment ManagementAgreement.
During the year, there was a revision to the terms of
the Investment Management Agreement with the basis
of the fee calculation becoming the lower of market
capitalisation and NAV. This revision was effective on
1January 2025.
The Board as a whole reviewed the Company’s
compliance with the UK Corporate Governance
Code, the Listing Rules, the Disclosure Guidance and
Transparency Rules and the AIC Code. In accordance
with the Listing Rules, the Directors confirm that the
continued appointment of the Investment Manager
under the current terms of the Investment Management
Agreement is in the interests of shareholders. The
Board also reviewed the performance of other service
providers and examined the effectiveness of the
Company’s internal control systems during the year.
The Administrator and Company Secretary
Ocorian Administration (UK) Limited has acted as the
Company’s Administrator and Company Secretary since
December 2012 and provides essential services to the
Board, ensuring that Board procedures are followed
and that it complies with the Law and applicable rules
and regulations.
The Company Secretary facilitates sound information
flows to the Board for it to function effectively and
efficiently to support the decision making process
and advises the Board on updates to Listing and
Transparency Rule requirements and on best practice
corporate governance developments. During 2024 and
prior to the publication of this report, the Company
Secretary facilitated the recruitment and induction
of two newly appointed Directors and coordinated
the effectiveness evaluation review of the Board in
conjunction with the Chairman.
Board Meetings, Committee Meetings and Directors’
Attendance
The number of meetings of the full Board attended in
the year to 31December 2024 by each Director is set
out below:
Scheduled
Board Meetings
(Total of 5)
Additional
Board Meetings
(Total of 7)
Lucinda Riches C.B.E. 5 7
Caoimhe Giblin 5 7
Nick Winser C.B.E. 5 7
Jim Smith 5 7
Abigail Rotheroe
(1)
3 7
Martin McAdam
(2)
3 1
(1)
Appointed with effect from 1 March 2024, at which point
2scheduled Board meetings had taken place.
(2)
Resigned with effect from 24 April 2024, at which point
2scheduled Board meetings and 6 additional Board meeting had
taken place.
The number of meetings of the committees of the
Board attended in the year to 31December 2024 by
each committee member is set out below:
Audit
Committee
Meetings
(Total of 4)
Management
Engagement
Committee
Meetings
(Total of 1)
Nominations
Committee
Meetings
(Total of 3)
Lucinda Riches C.B.E. n/a 1 3
Caoimhe Giblin 4 1 3
Nick Winser C.B.E. 4 1 2
Jim Smith 4 1 3
Abigail Rotheroe
(1)
2 1 2
Martin McAdam
(2)
2 0 1
(1)
Appointed to the Board with effect from 1 March 2024, at
which point 2 Audit Committee meetings, and 1 Nominations
Committee meeting had taken place.
(2)
Resigned from the Board with effect from 24April 2024, at which
point 2 Audit Committee meetings, no Management Engagement
Committee meetings and 1 Nominations Committee meeting
had taken place.
Internal Control
The Board is responsible for the Company’s system
of internal control and for reviewing its effectiveness.
The Board confirms that it has an ongoing process for
identifying, evaluating and managing the significant
risks faced by the Company. This process has been in
place throughout the year and has continued since the
year end.
GREENCOAT
UK WIND
53
Corporate Governance Report continued
Internal Control continued
The Company’s principal risks and uncertainties are
detailed on pages 20 to 22 of this report. As further
explained in the Audit Committee Report, the risks of
the Company are outlined in a risk matrix which was
reviewed and updated during the year. The Board
continually reviews its policy setting and updates the
risk matrix at least annually to ensure that procedures
are in place with the intention of identifying, mitigating
and minimising the impact of risks should they
crystallise. The Board has a process in place to identify
emerging risks, such as climate related risks, and to
determine whether any actions are required. The
Board relies on reports periodically provided by the
Investment Manager and the Administrator regarding
risks that the Company faces. When required, experts
are employed to gather information, including tax
and legal advisers. The Board also regularly monitors
the investment environment and the management of
the Company’s portfolio, and applies the principles
detailed in the internal control guidance issued by
theFRC.
The Board holds an annual risk and strategy discussion,
which enables the Directors to consider risk outside
the scheduled quarterly Board meetings. This enables
emerging risks to be identified and discussions on
horizon scanning to occur, so the Board can consider
how to manage and potentially mitigate any relevant
emerging risks.
The principal features of the internal controls systems
which the Investment Manager and Administrator have
in place in respect of the Group’s financial reporting
are focused around the 3 lines of defence model
andinclude:
• internal review of all financial reports;
• review by the Board of financial information prior
to its publication;
• authorisation limits over expenditure incurred by
the Group;
• review of valuations; and
• authorisation of investments.
The Board is aware that the implementation of
Provision 34 of the AIC Code will be effective from
accounting period beginning after 1 January 2026
and work is currently being undertaken to ensure the
appropriate detail in relation to the review of the risk
management and internal control systems reported by
the Investment Manager will be implemented by the
period ended 31December 2026.
Whistleblowing
The Board has considered the AIC Code
recommendations in respect of arrangements by which
staff of the Investment Manager or Administrator may,
in confidence, raise concerns within their respective
organisations about possible improprieties in
matters of financial reporting or other matters. It has
concluded that adequate arrangements are in place
for the proportionate and independent investigation
of such matters and, where necessary, for appropriate
follow-up action to be taken within their organisation.
Consumer Duty
On 31July 2023 the FCA introduced a new Principle
for Businesses (Principle 12) applicable to authorised
firms in the UK which carry on “retail market business”
and who can determine, or materially influence
retail customer outcomes. This new Principle 12 was
accompanied by a package of rules and guidance,
which are collectively known as the Consumer Duty.
The Company is not subject to the Consumer Duty as it
is not an FCA authorised firm. However, the Company
is aware that its shares may be held by or on behalf
of retail customers, and that other firms within the
distribution chain of its shares are within scope of the
Consumer Duty requirements. Accordingly, it is the
Board’s intention that the Company will respond to
information and other requests from UK authorised
firms in the distribution chain of the Company’s shares
in such a way.
Amendment of Articles of Association
The Company’s Articles of Association may be
amended by the members of the Company by special
resolution (requiring a majority of at least 75 per cent
of the persons voting on the relevant resolution).
Engagement with Stakeholders
The Company is committed to maintaining good
communications and building positive relationships
with all stakeholders, including shareholders, debt
providers, analysts, potential investors, suppliers and
the wider communities in which the Group and its
investee companies operate. This includes regular
engagement with the Company’s shareholders and
other stakeholders by the Board, the Investment
Manager and the Administrator. Highlights of some
of the principal decisions that have been made in
the interests of stakeholders can be found within
the section 172 statement as outlined on pages 23
to 25. Regular feedback is provided to the Board to
ensure they understand the views of stakeholders and
a stakeholder matrix is reviewed at each scheduled
Board and Audit Committee meeting to record the
stakeholders considered for each item of business.
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
54
Corporate Governance Report continued
Relations with Shareholders
The Company welcomes the views of shareholders and
places great importance on communication with its
shareholders. The Investment Manager is available at
all reasonable times to meet with principal shareholders
and key sector analysts. The Chairman, the Senior
Independent Director and other Directors are also
available to meet with shareholders, if required.
All shareholders have the opportunity to put questions
to the Company at its registered address or via email.
The AGM of the Company also provides a forum
for shareholders to meet and discuss issues with the
Directors and Investment Manager. The Company
issues regulatory announcements via the London Stock
Exchange in respect of routine reporting obligations,
periodic financial and portfolio information updates
and in response to other events.
The Board receives comprehensive shareholder reports
from the Company’s Registrar and regularly monitors
the views of shareholders and the shareholder profile
of the Company. The Board is also kept fully informed
of all relevant market commentary on the Company by
the Investment Manager.
Relations with Other Stakeholders
The Company values its relationships with its debt
providers. The Investment Manager ensures that the
Company continues to meet its debt covenants and
reporting requirements. During the year, the Company
refinanced £725 million of existing debt.
The Investment Manager conducts presentations
with analysts and investors to coincide with the
announcement of the Company’s full and half year
results, providing an opportunity for discussions and
queries on the Company’s activities, performance
and key metrics. In addition to these semi-annual
presentations, the Investment Manager meets regularly
with analysts and investors to provide further updates
with how the Company and the investment portfolio
are performing.
During the year, the Investment Manager hosted a
Capital Markets Event, which included a series of
presentations and a question and answer session,
which was well supported by investors and analysts.
The Directors and Investment Manager receive
informal feedback from analysts and investors,
which is presented to the Board by the Company’s
Joint Brokers. The Company Secretary also receives
informal feedback via queries submitted through
the Company’s website and these are addressed by
the Board, the Investment Manager or the Company
Secretary, whereapplicable.
The Company recognises that relationships with
suppliers are enhanced by prompt payment and the
Company’s Administrator ensures all payments are
processed within the contractual terms agreed with
the individual suppliers.
The Company, via its Investment Manager, has long
term and important relationships with its operational
site managers and turbine operations and maintenance
managers and reviews performance, including health
and safety, on a monthly basis. Representatives of
the site manager and SPV board directors from the
Investment Manager, visit all operational sites on a
regular basis and generally carry out safety walks at
least once a year on each site. The Board’s Health and
Safety Director also visits sites from time to time.
Similarly, environment protection issues are reported
on every month by the site managers and annual
habitat management plans are agreed by each SPV
board for all sites to ensure that the environment in
and surrounding each windfarm is carefully protected.
The Directors recognise that the long term success of the
Company is linked to the success of the communities in
which the Group, and its investee companies, operate.
During the year, a number of community projects were
supported by the Group’s investee companies.
Key decisions made or approved by the Directors
during the year and the impact of those decisions on
the Company’s members and wider stakeholders is
disclosed further in the Strategic Report on page 23.
Shareholders may also find Company information or
contact the Company through its website.
On behalf of the Board
Lucinda Riches C.B.E.
Chairman of the Board
26February 2025
GREENCOAT
UK WIND
55
Audit Committee Report
At the date of this report, the Audit Committee
comprised Caoimhe Giblin (Chairman), Nick Winser,
Jim Smith, Abigail Rotheroe and Taraneh Azad. The AIC
Code has a requirement that at least one member of
the Audit Committee should have recent and relevant
financial experience and the Audit Committee as a
whole shall have competence relevant to the sector. The
Board is satisfied that the Audit Committee is properly
constituted in these respects. The qualifications and
experience of all Audit Committee members are
disclosed on pages 37 to 40 of this report.
The Audit Committee operates within clearly defined
terms of reference which were reviewed during
the financial year and approved by the Board, and
include all matters indicated by Disclosure Guidance
and Transparency Rule 7.1 and the AIC Code and are
available for inspection on the Company’s website:
www.greencoat-ukwind.com. The Company’s Annual
Report complies with the provisions of the Competition
and Markets Authority’s (CMA) Order.
Audit Committee meetings are scheduled at
appropriate times in the reporting and auditing
cycle. The Chairman, other Directors and third parties
may be invited to attend meetings as and when
deemedappropriate.
Summary of the Role and Responsibilities of the
Audit Committee
The duties of the Audit Committee, amongst other
things, include reviewing the Company’s quarterly
NAV, half year report, Annual Report and financial
statements and any formal announcements relating to
the Company’s financial performance.
The Audit Committee is the forum through which
the external Auditor reports to the Board and is
responsible for reviewing the terms of appointment
of the Auditor, together with their remuneration. On
an ongoing basis, the Audit Committee is responsible
for reviewing the objectivity of the Auditor along with
the effectiveness of the audit and the terms under
which the Auditor is engaged to perform non-audit
services (restricted to the limited scope review of the
half year report and reporting accountant services in
relation to equity raises). The Audit Committee is also
responsible for reviewing the Company’s corporate
governance framework, system of internal controls
and risk management, ensuring they are suitable for an
investment company.
The Audit Committee reports its findings to the
Board, identifying any matters on which it considers
that action or improvement is needed, and makes
recommendations on the steps to be taken.
The Audit Committee annually reviews its obligations
and processes under the FRC’s Minimum Standard for
audit committees to ensure it remains compliant with
the requirements and responsibilities for the oversight
of the audit and audit tender process.
Overview
During the year, the Audit Committee’s discussions
have been broad ranging. In addition to the 4 formally
convened Audit Committee meetings, the Audit
Committee has had regular contact and meetings with
the Investment Manager, the Administrator and the
Auditor. These meetings and discussions focused on,
but were not limited to:
• a detailed analysis of the Company’s quarterly NAVs;
• reviewing the updated risk matrix of the Company
and assessing the Company’s risk management
systems;
• reviewing the Company’s corporate governance
framework, including climate related reporting
disclosures under the TCFD framework;
• reviewing the internal controls framework for the
Company, the Administrator and the Investment
Manager, considering the need for a separate
internal audit function;
• considering any incidents of internal control failure
or fraud and the Company’s response;
• considering the ongoing assessment of the
Company as a going concern;
• considering the principal risks and period of
assessment for the longer term viability of the
Company;
• monitoring the ongoing appropriateness of the
Company’s status as an investment entity under
IFRS 10, in particular following an acquisition;
• monitoring compliance with AIFMD, the AIC code
and other regulatory and governance frameworks;
• reviewing and approving the audit plan in relation
to the audit of the Company’s Annual Report and
financial statements;
• monitoring the performance of the Auditor and
its engagement with the Investment Manager and
Administrator;
• monitoring compliance with the Company’s policy
on the provision of non-audit services by the Auditor;
• reviewing the effectiveness, resources, qualifications
and independence of the Auditor;
• reviewing the Company’s adherence to the
responsibilities within the FRC Audit Committees
and the External Audit: Minimum Standard; and
• reviewing the anti-money laundering procedures
for the Company, the Administrator and the
Investment Manager.
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
56
Audit Committee Report continued
Financial Reporting
The primary role of the Audit Committee in relation
to financial reporting is to review with the Investment
Manager, the Administrator and the Auditor the
appropriateness of the half year report and Annual
Report and financial statements, concentrating on,
amongst other matters:
• the quality and acceptability of accounting policies
and practices;
• the clarity of the disclosures and compliance with
financial reporting standards and relevant financial
and governance reporting requirements;
• amendments to legislation and corporate
governance reporting requirements and
accounting treatment of new transactions in the
year;
• the impact of new and amended accounting
standards on the Company’s financial statements;
• whether the Audit Committee believes that
proper and appropriate processes and procedures
have been followed in the preparation of the
half year report and Annual Report and financial
statements;
• considering and recommending to the Board
for approval the contents of the annual financial
statements and reviewing the Auditor’s report
thereon including considering whether the
financial statements are overall fair, balanced and
understandable;
• material areas in which significant judgements
have been applied or there has been discussion
with the Auditor; and
• any correspondence from regulators in relation to
the Company’s financial reporting.
BDO LLP attended 2 of the 4 Audit Committee
meetings held during the year. The Audit Committee
has also held private meetings with the Auditor to
provide additional opportunities for open dialogue
and feedback. Matters typically discussed include
the Auditor’s assessment of the transparency and
openness of interactions with the Investment Manager
and the Administrator, confirmation that there has
been no restriction in scope placed on them, the
independence of their audit and how they have
exercised professional scepticism.
Significant Issues
The Audit Committee discussed the planning,
conduct and conclusions of the external audit as
it proceeded. At the Audit Committee meeting
in advance of the year end, the Audit Committee
discussed and approved the Auditor’s audit plan.
The Audit Committee identified the carrying value of
investments as a key area of risk of misstatement in
the Company’s financialstatements.
London Array
GREENCOAT
UK WIND
57
Assessment of the Carrying Value of Investments
The Group has an accounting policy to designate
investments at fair value through profit or loss.
Therefore, the most significant risk in the Group’s
financial statements is whether its investments are fairly
valued due to the uncertainty involved in determining
the investment valuations. There is also an inherent risk
of management override as the Investment Manager’s
fee is calculated based on NAV, as disclosed in note 3
to the financial statements. The Investment Manager is
responsible for calculating the NAV with the assistance
of the Administrator, prior to approval by the Board.
On a quarterly basis, the Investment Manager provides
a detailed analysis of the NAV highlighting any
movements and assumption changes from the previous
quarter’s NAV. This analysis and the rationale for any
changes made is considered and challenged by the
Chairman of the Audit Committee and subsequently
considered, challenged and approved by the Board.
This risk has been reduced as the terms of the
Investment Management Agreement were amended
such that the basis of the investment management fee
calculation will be the lower of the Company’s market
capitalisation and NAV.
The Audit Committee has satisfied itself that the
key estimates and assumptions used in the valuation
model are appropriate and that the investments have
been fairly valued. The key estimates and assumptions
include the useful life of the assets, the discount rates,
the level of wind resource, the rate of inflation, the
price at which the power and associated benefits can
be sold and the amount of electricity the assets are
expected to produce.
Internal Control
The Audit Committee has established a set of ongoing
processes designed to meet the particular needs of the
Company in managing the risks to which it is exposed.
The Investment Manager has identified the principal
risks to which the Company is exposed, and recorded
them on a risk matrix together with the controls
employed to mitigate these risks. The Investment
Manager also identifies emerging risks and determines
whether any actions are required. A residual risk rating
has been applied to each risk. The Audit Committee
is responsible for reviewing the risk matrix and
associated controls before recommending to the
Board for consideration and approval, challenging the
Investment Manager’s assumptions, to ensure a robust
internal risk management process.
The Audit Committee considers risk and strategy
regularly, and formally reviewed the updated risk matrix
in the first quarter of 2025 and will continue to do so
at least annually. By their nature, these procedures
provide a reasonable, but not absolute, assurance
against material misstatement or loss. Regular reports
are provided to the Audit Committee highlighting
material changes to risk ratings.
The Audit Committee reviewed the Group’s principal
risks and uncertainties as at 30June 2024 to determine
that these were unchanged from those disclosed in the
Company’s 2023 Annual Report and remained the most
likely to affect the Group in the second half of the year.
During the year, the Audit Committee discussed and
reviewed in depth the internal controls frameworks in
place at the Investment Manager and the Administrator.
Discussions were centred around 3 lines of defence:
assurances at operational level; internal oversight; and
independent objective assurance. The Administrator
holds the International Standard on Assurance
Engagements (ISAE) 3402 SOC Type II certification.
This entails an independent rigorous examination and
testing of their controls and processes.
The Audit Committee concluded that these frameworks
were appropriate for the identification, assessment,
management and monitoring of financial, regulatory
and other risks, with particular regard to the protection
of the interests of the Company’s shareholders.
Internal Audit
The Audit Committee continues to review the need
for an internal audit function and has decided that the
systems, processes and procedures employed by the
Company, Investment Manager and Administrator,
including their own internal controls and procedures,
provide sufficient assurance that an appropriate
level of risk management and internal control is
maintained. Schroders plc, the parent company of the
Investment Manager has an internal audit function
which is responsible for independently assessing and
validating the effectiveness of key controls undertaken
by the Investment Manager. In 2023, the Investment
Manager’s internal audit function engaged directly
with the Directors providing assurance reports which
were discussed at the Company’s Audit Committee
meetings. The Company’s Administrator and Company
Secretary formally reports to the Board on its internal
control procedures and holds the International
Standard on Assurance Engagements (ISAE) 3402
SOC Type II certification which entails an independent
rigorous examination and testing of its controls and
processes. In addition to this, the Company’s external
Depositary provides cash monitoring, asset verification
and oversight services to the Company.
Audit Committee Report continued
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
58
Internal Audit continued
The Audit Committee has therefore concluded that
shareholders’ investments and the Company’s assets are
adequately safeguarded and an internal audit function
specific to the Company is considered unnecessary.
The Audit Committee is available on request to
meet investors in relation to the Company’s financial
reporting and internal controls.
External Auditor
Effectiveness of the Audit Process
The Audit Committee assessed the effectiveness of the
audit process by considering BDO LLP’s fulfilment of
the agreed audit plan through the reporting presented
to the Audit Committee by BDO LLP and the
discussions at the Audit Committee meeting, which
highlighted the major issues that arose during the
course of the audit. In addition, the Audit Committee
also sought feedback from the Investment Manager
and the Administrator on the effectiveness of the audit
process. For this financial year, the Audit Committee
was satisfied that there had been appropriate focus
and challenge on the primary areas of audit risk and
assessed the quality of the audit process to be good.
Non-Audit Services
The Audit Committee has a policy regarding the
provision of non audit services by the external
Auditor. The Audit Committee monitors the Group’s
expenditure on non-audit services provided by the
Company’s Auditor who should only be engaged for
non-audit services where they are deemed to be the
most commercially viable supplier and prior approval
of the Audit Committee has been sought.
Details of fees paid to BDO LLP during the year are
disclosed in note 5 to the financial statements. The
Audit Committee approved these fees after a review
of the level and nature of work to be performed and
are satisfied that they are appropriate for the scope
of the work required. The Audit Committee seeks to
ensure that any non-audit services provided by the
external Auditor do not conflict with their statutory
and regulatory responsibilities, as well as their
independence, before giving written approval prior to
their engagement. The Audit Committee was satisfied
that provision of these non-audit services did not
provide threats to the Auditor’s independence.
Independence
The Audit Committee is required to consider the
independence of the external Auditor. In fulfilling this
requirement, the Audit Committee has considered a
report from BDO LLP describing its arrangements to
identify, report and manage any conflict of interest and
the extent of non-audit services provided by them.
The Audit Committee has concluded that it considers
BDO LLP to be independent of the Company and that
the provision of the non-audit services described above
is not a threat to the objectivity and independence of
the conduct of the audit.
Re-appointment
BDO LLP has been the Company’s Auditor from its
incorporation on 4 December 2012. The Auditor is
required to rotate the audit partner responsible for
the Group audit every 5 years. A new lead partner was
appointed in 2020 and therefore the lead partner will
be required to rotate after the completion of the 2024
year end audit.
The external audit contract is required to be put to
tender at least every 10 years. The Audit Committee
last conducted a formal and competitive external audit
tender process in 2022 and resolved to reappoint BDO
LLP as the Company’s Auditor for the year ending
31December 2023. The tender process adhered to the
requirements of the FRC’s Minimum Standard on audit
tendering, being led by the Audit Committee who had
invited challenger audit firms for consideration against
a comprehensive selection criteria and audit quality
indicators published by the FRC.
As described above, the Audit Committee reviewed
the effectiveness and independence of the Auditor
and remains satisfied that the Auditor provides
effective independent challenge to the Board, the
Investment Manager and the Administrator. The Audit
Committee will continue to monitor the performance
of the Auditor on an annual basis and will consider
their independence and objectivity, taking account of
appropriate guidelines.
The Audit Committee has therefore recommended
to the Board that BDO LLP be proposed for re-
appointment as the Company’s Auditor at the 2025
AGM of the Company.
The Company has complied with The Statutory Audit
Services for Large Companies Market Investigation
(Mandatory Use of Competitive Tender Processes and
Audit Committee Responsibilities) Order 2014 for the
2024 financial year.
Caoimhe Giblin
Chairman of the Audit Committee
26February 2025
Audit Committee Report continued
GREENCOAT
UK WIND
59
To the Members of Greencoat UK Wind PLC
Opinion on the financial statements
In our opinion:
• the financial statements give a true and fair view of the state of the Group’s and Parent Company’s affairs as
at 31 December 2024 and of the Group’s loss for the year then ended;
• the Group financial statements have been properly prepared in accordance with UK adopted international
accounting standards;
• the Parent Company financial statements have been properly prepared in accordance with UK adopted
international accounting standards and as applied in accordance with the provisions of the Companies Act
2006; and
• the financial statements have been prepared in accordance with the requirements of the Companies Act
2006.
We have audited the financial statements of Greencoat UK Wind Plc (the ‘Parent Company’) and its subsidiaries
(the ‘Group’) for the year ended 31 December 2024 which are comprised of the Consolidated Statement of
Comprehensive Income, the Consolidated Statement of Financial Position, the Statement of Financial Position
– Company, the Consolidated and Company Statement of Changes in Equity, the Consolidated Statement of
Cash Flows, the Statement of Cash Flows – Company and notes to the financial statements, including a summary
of material accounting policies. The financial reporting framework that has been applied in their preparation is
applicable law and UK adopted international accounting standards and as regards the Parent Company financial
statements, as applied in accordance with the provision of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit
of the financial statements section of our report. We 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 Board of Directors in the year
of incorporation to audit the financial statements for the year ended 31 December 2013 and subsequent financial
periods. The period of total uninterrupted engagement including retenders and reappointments is 12 years,
covering the years ended 31 December 2013 to 31 December 2024. We remain independent of the Group
and Parent 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 our other ethical responsibilities in accordance with these requirements. The non-audit services prohibited
by that standard were not provided to the Group or Parent 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 Group and the Parent Company’s ability to continue to adopt the going concern basis of
accounting included:
• Agreeing the key inputs and assumptions relating to the long-term life of the assets and forecasted power
prices used within the valuation models to supporting documentation and our own understanding as part of
our work over investment valuation which has been covered in the Key Audit matter table below;
• Reviewing the future commitments of the Group and Parent Company and checking they have been
appropriately incorporated into the forecast;
• We have reviewed and challenged the inputs in the stress testing of reasonable and extreme downside
scenarios and cash flow forecasts prepared by the Directors and recalculated the Group and Parent Company’s
liquidity position;
Independent Auditor’s Report
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
60
Conclusions relating to going concern continued
• We have checked the compliance with the bank covenants in place, based on the forecast, and considered
the likelihood of these being breached in the future via the stress tested scenarios previously mentioned; and
• We have reviewed the Board’s assessment of the possible results of the continuation vote by shareholders
at the forthcoming AGM and their expectation that shareholders will vote to continue the Group and Parent
Company.
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 Group and the Parent Company’s
ability to continue as a going concern for a period of at least twelve months from when the financial statements
are authorised for issue.
In relation to the Parent 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.
An overview of the scope of our Audit
Key audit matters
2024 2023
Valuation of Investments Yes Yes
Materiality Group financial statements as a whole
£51.1m (2023: £56.9m) based on 1.5% (2023: 1.5%) of net assets.
Specific Materiality
Materiality for items impacting on the realised return was £12.9m (2023: £15.9m) based
on 5% (2023: 5%) of profit before tax, excluding the unrealised valuation movements.
Scope of our audit
Our Group audit was scoped by obtaining an understanding of the Group and its environment, the applicable
financial reporting framework and the Group’s system of internal control. On the basis of this, we identified
and assessed the risks of material misstatement of the Group financial statements including with respect to the
consolidation process. We then applied professional judgement to focus our audit procedures on the areas
that posed the greatest risks to the group financial statements. We continually assessed risks throughout our
audit, revising the risks where necessary, with the aim of reducing the group risk of material misstatement to an
acceptable level, in order to provide a basis for our opinion.
As part of performing our Group audit, we have determined Parent Company and Greencoat UK Wind Holdco
Limited (Holdco) as components in scope for our audit. Considering the nature of group activities, we performed
our work on group financial information.
The Group engagement team has performed all procedures directly and has not involved component auditors in
the Group audit.
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.
Independent Auditor’s Report continued
GREENCOAT
UK WIND
61
Independent Auditor’s Report continued
Key audit matters continued
Key audit matter How the scope of our audit addressed the key audit matter
Valuation of
investments
(Note 9 and
accounting
policy on
pages74 to 79)
100 per cent of the underlying
investment portfolio is represented
by unquoted equity and loan
investments.
The valuation of the Investment
portfolio is calculated using
discounted cash flow models. This is a
highly subjective accounting estimate
where there is an inherent risk of bias
arising from the investment valuations
being prepared by the Investment
Manager, who was remunerated
during the year, based on the net
asset value of the company.
There is a fraud risk due to high
level of estimation uncertainty
regarding judgemental inputs such
as useful life power prices, inflation,
yield, discount rate, involved in
determining the valuations of the
unquoted investments.
There is risk of error in the model
integrity, classification of investments
as loan vs equity, calculation of
unrealised gains due to complexity
in the valuation models regarding
accuracy of contractual inputs.
There is a risk that the Investment
Manager does not accurately
consider the net assets of the
underlying portfolio companies
into the valuation process and
thereby resulting the valuation to be
inaccurate.
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.
For the new investment made in the year, we obtained
and reviewed agreement for the same and considered
whether that was accurately reflected in the valuation
model.
In respect of the equity investments valued using
discounted cash flow models, we performed the
following specific procedures over 100 per cent of the
investments:
• Challenged the appropriateness of the selection
and application of key assumptions in the model
including the asset life, level of curtailment,
discount rate, level of wind resource, rate
of inflation and power price forecasts by
benchmarking to available industry data and
consulting with our internal valuation expert on
the above key assumptions.
• Agreed wind generation and power price
forecasts to independent reports prepared by
third-party experts engaged by management. We
have assessed the independence, objectivity and
competence of the experts.
• For existing investments, we compared the
assumptions used in the current year to the prior
year audited assumptions and obtained sufficient
evidence for significant changes in assumptions.
• Used spreadsheet analysis tools to assess the
integrity of the valuation models and track
changes to inputs or structure from the valuation
model used in the prior year.
• Considered the accuracy of forecasting by
comparing previous forecasts to actual results and
challenged the reasons for significant variances
and whether these have been adequately factored
into future modelling.
• We have reviewed the corporation tax workings
within the valuation model and considered
whether these had been calculated accurately in
the context of current corporation tax legislation
and rates. This includes a consideration of the
electricity generator levy.
• Agreed cash and other net assets to bank
statements and investee company management
accounts respectively.
Independent Auditor’s Report continued
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
62
Key audit matter How the scope of our audit addressed the key audit matter
Valuation of
investments
continued
• For each of the key assumptions in the valuation
models, we considered the appropriateness of the
assumption and whether alternative reasonable
assumptions could have been applied. We
considered each assumption in isolation as well
as in conjunction with other assumptions and
the valuation as a whole. Where appropriate, we
sensitised the valuations where other reasonable
alternative assumptions could have been applied.
We also considered the completeness and clarity
of disclosures regarding the range of reasonable
alternative assumptions in the financial statements.
For loan investments we agreed them to loan
agreements and verified the relevant terms of the
loan, we recalculated the closing value of the loan and
tested the movement in the loan balance during the
year.
Key observations
Based on our procedures performed we did not
identify any matters to suggest the valuation of the
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. We consider materiality to be the magnitude by which misstatements, including omissions, could
influence the economic decisions of reasonable 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.
Key audit matters continued
Independent Auditor’s Report continued
GREENCOAT
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63
Independent Auditor’s Report continued
Our application of materiality continued
Based on our professional judgement, we determined materiality for the financial statements as a whole and
performance materiality as follows:
Group financial statements Parent Company financial statements
2024
£m
2023
£m
2024
£m
2023
£m
Materiality 51.1 56.9 51.1 54.0
Basis for determining
materiality
1.5% of net assets 100% (2023: 95%) of
Group Materiality
Rationale for the benchmark
applied
Net assets are considered to be the
benchmark of most interest to the
users of the financial statements in
understanding the financial position
of the group as an investor in UK
wind farms.
Parent materiality has been
considered as having no aggregation
risk and therefore we have based
parent materiality on group.
Performance materiality 38.3 42.6 38.3 40.5
Basis for determining
performance materiality
75% of materiality
The level of performance materiality applied was set after having considered
a number of factors including the expected total value of known and likely
misstatements and the level of transactions in the year.
Specific materiality
We also determined that for those items impacting on realised returns, a misstatement of less than materiality
for the financial statements as a whole, specific materiality, could influence the economic decisions of users. As
a result, we determined materiality for these items based on 5per cent (2023: 5per cent) of profit before tax,
excluding unrealised valuation movements of £12.9million (2023: £15.9million). We further applied a performance
materiality level of 75per cent (2023: 75per cent) of specific materiality of £9.7million (2023: £11.3million) to
ensure that the risk of errors exceeding specific materiality were appropriately mitigated.
Component performance materiality
Considering the overall group structure and nature of group activities resulting in no aggregation risk, we
performed work over group financial information using Group performance materiality of £38.3million.
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit differences in excess of
£2.5million (2023: £2.8million) and for those items impacting realised return before tax of £650k (2023: £795k).
We also agreed to report differences below these thresholds that, in our view, warranted reporting on qualitative
grounds.
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
64
Other information
The directors are responsible for the other information. The other information comprises the information included
in the annual report 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, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated.
If we identify such material inconsistencies or apparent material misstatements, we are required to determine
whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work
we have performed, we conclude that there is a material misstatement of this other information, we are required
to report that fact.
We have nothing to report in this regard.
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 Parent 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 the appropriateness 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 Group’s prospects,
the period this assessment covers and why the period is appropriate set out
on page 22.
Other Code provisions • Directors’ statement on fair, balanced and understandable set out on page42;
• Board’s confirmation that it has carried out a robust assessment of the
emerging and principal risks set out on page 53;
• The section of the annual report that describes the review of effectiveness of
risk management and internal control systems set out on pages 52 to 53; and
• The section describing the work of the Audit Committee set out on pages55
to 58.
Independent Auditor’s Report continued
GREENCOAT
UK WIND
65
Independent Auditor’s Report 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 Group and Parent
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.
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 by the Parent Company,
or returns adequate for our audit have not been received from branches not
visited by us; or
• the Parent Company 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.
Responsibilities of Directors
As explained more fully in the statement of Directors’ responsibilities 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 Group’s and the Parent
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 Group or the Parent
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.
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
66
Auditor’s responsibilities for the audit of the financial statements continued
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
We gained an understanding of the legal and regulatory framework applicable to the Group and the industry in
which it operates and considered the risk of acts by the Group and the Parent Company which were contrary to
applicable laws and regulations, including fraud. We considered the significant laws and regulations to be the
Companies Act 2006, the FCA listing and DTR rules, the principles of the UK Corporate Governance Code, the
requirements of s.1158 of the Corporation Tax Act, and applicable accounting standards.
Our tests included, but were not limited to:
• Assess design and implementation of the control environment in monitoring compliance with laws and
regulations;
• Reperform the calculation in relation to Investment Trust compliance s1158 to check that the company was
meeting its requirements to retain their Investment Trust Status;
• Agreement of the financial statement disclosures to underlying supporting documentation;
• Enquiries of management and those charged with governance regarding any instances of non-compliance
with laws and regulations; and
• Review of minutes of board meetings throughout the period regarding any instances of non-compliance with
laws and regulations.
Fraud
We assessed the susceptibility of the financial statements to material misstatement including fraud.
Our risk assessment procedures included:
• Enquiry with management, Audit committee and those charged with governance regarding any known or
suspected instances of fraud;
• Obtaining an understanding of the Group’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 areas most susceptible to fraud to be the valuation of investments,
revenue recognition and management override of controls.
Our procedures in response to the above included:
• The procedures set out in the Key Audit Matters section above;
• Testing all post year-end journals which have been posted after year-end but relate to the year-end values by
agreeing them to supporting evidence, and evaluating whether there was evidence of bias by the Investment
Manager and Directors that represented a risk of material misstatement due to fraud; and
• To address fraud risk around legality of dividends, for each of the dividends declared by the SPVs, we have
checked if the SPVs had sufficient distributable reserves before each of the dividends during the year were
approved by the board.
Independent Auditor’s Report continued
GREENCOAT
UK WIND
67
Independent Auditor’s Report continued
Clyde
Auditor’s responsibilities for the audit of the financial statements continued
Fraud continued
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team
members, who were deemed to have the appropriate competence and capabilities, and remained alert to any
indications of fraud or non-compliance with laws and regulations throughout the audit.
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, the less 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 Parent 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 Parent 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 Parent
Company and the Parent 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
26February 2025
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
68
Consolidated Statement of Comprehensive Income
For the year ended 31December 2024
Note
For the year endedFor the year ended
31December 202431December 2023
£’000£’000
Investment income
4
394,715
422,724
Movement in fair value of investments
9
(341,229)
(191,402)
Other income
8,180
3,059
Total income and movement in fair value of investments
61,666
234,381
Operating expenses
5
(37,240)
(37,608)
Transaction costs
(807)
(2,797)
Operating profit
23,619
193,976
Finance expense
13
(105,251)
(67,396)
Net movement on interest rate swaps held at fair value
14
26,217
—
(Loss)/profit for the year before tax
(55,415)
126,580
Tax
6
—
(392)
(Loss)/profit for the year after tax
(55,415)
126,188
(Loss)/profit and total comprehensive (expense)/income
attributable to:
Equity holders of the Company
(55,415)
126,188
Earnings per share
Basic and diluted earnings from continuing operations in the
year (pence)
7
(2.43)
5.44
The accompanying notes on pages 74 to 104 form an integral part of the financial statements.
GREENCOAT
UK WIND
69
Consolidated Statement of Financial Position
As at 31December 2024
Note
31December 202431December 2023
£’000£’000
Non current assets
Investments at fair value through profit or loss
9
5,142,245
5,538,636
Interest rate swaps held at fair value through profit or loss
14
39,999
—
5,182,244
5,538,636
Current assets
Receivables
11
18,537
41,129
Cash at bank
5,795
21,805
24,332
62,934
Current liabilities
Loans and borrowings
13
—
(500,000)
Payables
12
(23,690)
(17,573)
Net current assets/(liabilities)
642
(454,639)
Non current liabilities
Loans and borrowings
13
(1,760,000)
(1,290,000)
Interest rate swaps held at fair value through profit or loss
14
(13,782)
—
Net assets
3,409,104
3,793,997
Capital and reserves
Called up share capital
16
23,074
23,121
Share premium
16
2,471,821
2,471,515
Capital redemption reserve
16
113
66
Treasury reserve
16
(73,172)
—
Retained earnings
987,268
1,299,295
Total shareholders’ funds
3,409,104
3,793,997
Net assets per share (pence)
17
151.2
164.1
Authorised for issue by the Board of Greencoat UK Wind PLC (registered number 08318092) on 26 February 2025
and signed on its behalf by:
Lucinda Riches C.B.E. Caoimhe Giblin
Chairman Director
The accompanying notes on pages 74 to 104 form an integral part of the financial statements.
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
70
Statement of Financial Position – Company
As at 31December 2024
The accompanying notes on pages 74 to 104 form an integral part of the financial statements.
Note
31December 2024
£’000
31December 2023
£’000
Non current assets
Investments at fair value through profit or loss 9 5,177,725 5,558,357
5,177,725 5,558,357
Current assets
Receivables 11 13,521 40,381
Cash at bank 188 52
13,709 40,433
Current liabilities
Loans and borrowings 13 — (500,000)
Payables 12 (22,330) (14,793)
Net current assets/(liabilities) (8,621) (474,360)
Non current liabilities
Loans and borrowings 13 (1,760,000) (1,290,000)
Net assets 3,409,104 3,793,997
Capital and reserves
Called up share capital 16 23,074 23,121
Share premium 16 2,471,821 2,471,515
Capital redemption reserve 16 113 66
Treasury reserve 16 (73,172) —
Retained earnings 987,268 1,299,295
Total shareholders’ funds 3,409,104 3,793,997
Net assets per share (pence) 17 151.2 164.1
The Company has taken advantage of the exemption under section 408 of the Companies Act 2006 and
accordingly has not presented a Statement of Comprehensive Income for the Company alone. The loss after tax
of the Company alone for the year was £55,415,000 (2023: profit after tax of £126,188,000).
Authorised for issue by the Board on 26February 2025 and signed on its behalf by:
Lucinda Riches C.B.E. Caoimhe Giblin
Chairman Director
GREENCOAT
UK WIND
71
Consolidated and Company Statement of Changes in Equity
For the year ended 31December 2024
The accompanying notes on pages 74 to 104 form an integral part of the financial statements.
For the year ended 31December 2024 Note
Capital
ShareShareredemptionTreasuryRetained
capitalpremiumreserve reserveearningsTotal
£’000£’000£’000£’000£’000£’000
Opening net assets attributable to
shareholders (1January 2024)
23,121
2,471,515
66
—
1,299,295
3,793,997
Share buybacks
16
(47)
—
47
(74,265)
(6,788)
(81,053)
Share buyback costs
—
—
—
(476)
(47)
(523)
Shares issued to the Investment
Manager
16
—
306
—
1,569
—
1,875
Loss and total comprehensive expense
for the year
—
—
—
—
(55,415)
(55,415)
Interim dividends paid in the year
8
—
—
—
—
(249,777)
(249,777)
Closing net assets attributable
to shareholders
23,074
2,471,821
113
(73,172)
987,268
3,409,104
After taking account of cumulative unrealised gains of £207,200,403, the total reserves distributable by way of a
dividend as at 31December 2024 were £780,067,479.
Capital
ShareShareredemptionRetained
capitalpremiumreserveearningsTotal
For the year ended 31December 2023
Note
£’000£’000£’000£’000£’000
Opening net assets attributable to
shareholders (1January 2023)
23,181
2,470,396
—
1,379,651
3,873,228
Issue of share capital
16
6
1,119
—
—
1,125
Share buybacks
16
(66)
—
66
(9,439)
(9,439)
Share buyback costs
—
—
—
(62)
(62)
Profit and total comprehensive income
for the year
—
—
—
126,188
126,188
Interim dividends paid in the year
8
—
—
—
(197,043)
(197,043)
Closing net assets attributable to shareholders
23,121
2,471,515
66
1,299,295
3,793,997
After taking account of cumulative unrealised gains of £522,040,697, the total reserves distributable by way of a
dividend as at 31December 2023 were £777,254,592.
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
72
Consolidated Statement of Cash Flows
For the year ended 31December 2024
The accompanying notes on pages 74 to 104 form an integral part of the financial statements.
Note
For the year endedFor the year ended
31December 202431December 2023
£’000£’000
Net cash flows from operating activities
18
391,011
359,801
Cash flows from investing activities
Acquisition of investments
9
(14,553)
(820,925)
Disposal of investments
9
41,276
—
Transaction costs
(522)
(2,742)
Repayment of shareholder loan investments
9
28,439
50,199
Net cash flows from investing activities
54,640
(773,468)
Cash flows from financing activities
Share buybacks
(80,417)
(9,439)
Share buyback costs
(521)
(56)
Amounts drawn down on loan facilities
139,000
1,040,000
Amounts repaid on loan facilities
(169,000)
(350,000)
Finance costs
(100,946)
(67,773)
Dividends paid
8
(249,777)
(197,043)
Net cash flows from financing activities
(461,661)
415,689
Net (decrease)/increase in cash and cash equivalents during
theyear
(16,010)
2,022
Cash at the beginning of the year
21,805
19,783
Cash and cash equivalents at the end of the year
5,795
21,805
GREENCOAT
UK WIND
73
Statement of Cash Flows – Company
For the year ended 31December 2024
The accompanying notes on pages 74 to 104 form an integral part of the financial statements.
Note
For the year ended
31December 2024
£’000
For the year ended
31December 2023
£’000
Net cash flows from operating activities 18 (1,847) (65,695)
Cash flows from investing activities
Loans advanced to Group companies 9 (17,061) (680,800)
Repayment of loans to Group companies 9 482,467 328,412
Net cash flows from investing activities 465,406 (352,388)
Cash flows from financing activities
Share buybacks (80,417) (9,439)
Share buyback costs (521) (56)
Amounts drawn down on loan facilities 13 139,000 1,040,000
Amounts repaid on loan facilities 13 (169,000) (350,000)
Finance costs (102,708) (67,773)
Dividends paid 8 (249,777) (197,043)
Net cash flows from financing activities (463,423) 415,689
Net increase/(decrease) in cash during the year 136 (2,394)
Cash at the beginning of the year 52 2,446
Cash at the end of the year 188 52
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
74
1. Material accounting policies
Basis of accounting
The consolidated annual financial statements have been prepared in accordance with UK adopted international
accounting standards and with the requirements of the Companies Act 2006 as applicable to companies reporting
under those standards.
The annual financial statements have been prepared on the historical cost basis, as modified for the measurement
of certain financial instruments at fair value through profit or loss. The principal accounting policies are set
out below.
These consolidated financial statements are presented in pounds sterling, which is the currency of the
primary economic environment in which the Group operates and are rounded to the nearest thousand, unless
otherwise stated.
Going concern
The Group’s business activities, together with the factors likely to affect its future development, performance and
position, are set out in the Investment Manager’s Report. The Group faces a number of risks and uncertainties, as
set out in the Strategic Report on pages 20 to 22. The financial risk management objectives and policies of the
Group, including exposure to price risk, interest rate risk, credit risk and liquidity risk are discussed in note 19 to
the financial statements.
As at 31 December 2024, the Group had net current assets of £0.6 million (2023: net current liabilities of
£454.6 million), cash balances of £5.8 million (2023: £21.8 million) (excluding cash balances within investee
companies of £135.9 million (2023: £159.3 million)) and security cash deposits of £13.3 million (2023: £40.1 million).
The Company had £1,490 million (2023: £1,390 million) of term debt as at 31 December 2024, with an additional
£270 million drawn on its £400 million RCF. The covenants on the Group’s banking facilities are limited to gearing,
interest cover, and finance charges payable as a percentage of GAV and the Group is expected to continue to
comply with these covenants going forward.
The Group continues to meet day-to-day liquidity needs through its cash resources.
The major cash outflows of the Group are the payment of dividends, costs relating to the acquisition of new assets
and purchases of its own shares, all of which are discretionary. The Group has sufficient access to debt, including
its RCF, in order to fund any future wind farm investment within the parameters of its Investment Policy.
As the Company’s shares traded at an average discount to NAV of 14 per cent during the year, a continuation vote
is to be proposed at the Company’s AGM in April 2025 in line with its Articles of Association. The Board believes
that the Company’s share price performance during the year is reflective of its macroeconomic environment,
and not of the financial prospects of the Company. The Board believes that the outcome of the shareholder
continuation vote will not impair the Company’s ability to operate as a going concern.
The Board has reviewed Group forecasts and projections which cover a period of at least 12 months from the
date of approval of this report. On the basis of this review, taking into account foreseeable changes in investment
and trading performance, and after making due enquiries, the Directors have a reasonable expectation that the
Company and the Group have adequate resources to continue in operational existence from the date of approval
of this report to at least February 2026. Accordingly, they continue to adopt the going concern basis in preparing
the financial statements.
Notes to the Consolidated Financial Statements
For the year ended 31December 2024
GREENCOAT
UK WIND
75
Notes to the Consolidated Financial Statements continued
For the year ended 31December 2024
1. Material accounting policies continued
Accounting for subsidiaries
The Directors have concluded that the Group has all the elements of control as prescribed by IFRS 10 “Consolidated
Financial Statements” in relation to all its subsidiaries and that the Company continues to satisfy the 3 essential
criteria to be regarded as an investment entity as defined in IFRS 10, IFRS 12 “Disclosure of Interests in Other
Entities” and IAS 27 “Consolidated and Separate Financial Statements”. The 3 essential criteria are such that the
entity must:
1. Obtain funds from one or more investors for the purpose of providing these investors with professional
investment management services;
2. Commit to its investors that its business purpose is to invest its funds solely for returns from capital appreciation,
investment income or both; and
3. Measure and evaluate the performance of substantially all of its investments on a fair value basis.
In satisfying the second essential criteria, the notion of an investment time frame is critical. An investment entity
should not hold its investments indefinitely but should have an exit strategy for their realisation. Although the
Company has invested in equity interests in wind farms that have an indefinite life, the underlying wind farm
assets that it invests in have an expected life of 30 years. The Company intends to hold the majority of these wind
farms for the remainder of their useful life to preserve the capital value of the portfolio. However, as the wind
farms are expected to have no residual value after their 30 year life, the Directors consider that this demonstrates
a clear exit strategy from these investments. During the year, the Company also sold a minority stake in 2 of its
investments as detailed in the Investment Manager’s Report, which offers an additional alternative exit strategy.
Subsidiaries are therefore measured at fair value through profit or loss, in accordance with IFRS 13 “Fair Value
Measurement” and IFRS 9 “Financial Instruments”. The financial support provided by the Company to its
unconsolidated subsidiaries is disclosed in note 10.
Notwithstanding this, IFRS 10 requires subsidiaries that provide services that relate to the investment entity’s
investment activities to be consolidated. Accordingly, the annual financial statements include the consolidated
financial statements of Greencoat UK Wind PLC and Greencoat UK Wind Holdco Limited (a 100 per cent owned
UK subsidiary). In respect of these entities, intra-Group balances and any unrealised gains arising from intra-Group
transactions are eliminated in preparing the consolidated financial statements. Unrealised losses are eliminated
unless the costs cannot be recovered. The financial statements of subsidiaries that are included in the consolidated
financial statements are included from the date that control commences until the dates that control ceases.
In the Parent Company’s financial statements, investments in subsidiaries are measured at fair value through profit
or loss in accordance with IFRS 9, as permitted by IAS 27.
Accounting for associates and joint ventures
The Group has taken the exemption permitted by IAS 28 “Investments in Associates and Joint Ventures” and
IFRS 11 “Joint Arrangements” for entities similar to investment entities and measures its investments in associates
and joint ventures at fair value. The Directors consider an associate to be an entity over which the Group has
significant influence, through an ownership of between 20 per cent and 50 per cent. The Group’s associates and
joint ventures are disclosed in note 10.
New and amended standards and interpretations applied
The following new standards or interpretations are effective for the first time for periods beginning on or after
1 January 2024 and had an effect on the Group’s or Company’s financial statements:
• Classification of Liabilities as Current or Non-Current (Amendments to IAS 1 Presentation of Financial
Statements);
• Non-current Liabilities with Covenants (Amendments to IAS 1 Presentation of Financial Statements); and
• Supplier Finance Arrangements (Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial
Instruments: Disclosures)
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
76
1. Material accounting policies continued
New and amended standards and interpretations not applied
At the date of authorisation of these financial statements, the following new standards had been published and
will be effective in future accounting periods.
Effective for accounting periods beginning on or after 1 January 2027:
• IFRS 18 Presentation and Disclosures in Financial Statements.
• IFRS 19 Subsidiaries without Public Accountability: Disclosures.
At the date of authorisation of these financial statements, the following amendments had been published and will
be effective in future accounting periods.
Effective for accounting periods beginning on or after 1 January 2025:
• Lack of Exchangeability (Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates)
Effective for accounting periods beginning on or after 1 January 2026:
• Classification and measurement of financial instruments (Amendments to IFRS 9 Financial Instruments and
IFRS 7 Financial Instruments: Disclosures.
The impact of these new and amended standards is not expected to be material to the reported results and
financial position of the Group.
Financial instruments
Financial assets and financial liabilities are recognised in the Group’s Consolidated Statement of Financial Position
when the Group becomes a party to the contractual provisions of the instrument.
At 31 December 2024 and 2023, the carrying amounts of cash at bank, security cash deposits, receivables,
payables, accrued expenses and short term borrowings reflected in the financial statements are reasonable
estimates of fair value in view of the nature of these instruments or the relatively short period of time between
the original instruments and their expected realisation. The fair value of advances and other balances with related
parties which are short term or repayable on demand is equivalent to their carrying amount.
The Group uses interest rate swaps to manage its risks associated with interest rates, which are recognised as
financial assets when the fair value is positive and as liabilities when the fair value is negative. Gains or losses
resulting from the movement in fair value of the Group’s interest rate swaps are recognised in the Consolidated
Statement of Comprehensive Income at each valuation point.
Financial assets
The classification of financial assets at initial recognition depends on the purpose for which the financial asset was
acquired and its characteristics.
All financial assets are initially recognised at fair value. All purchases of financial assets are recorded at the date on
which the Group became party to the contractual requirements of the financial asset.
The Group’s and Company’s financial assets at 31 December 2024 principally comprise of investments and interest
rate swaps held at fair value through profit or loss and receivables.
Receivables at amortised cost
Impairment provisions for receivables are recognised based on a forward looking expected credit loss model.
All financial assets assessed under this model are immaterial to the financial statements.
Financial assets held at fair value through profit or loss
Investments are designated upon initial recognition as held at fair value through profit or loss. Gains or losses
resulting from the movement in fair value of the Group’s loan and equity investments are recognised in the
Consolidated Statement of Comprehensive Income at each valuation point. As shareholder loan investments form
part of a managed portfolio of assets whose performance is evaluated on a fair value basis, loan investments are
designated at fair value in line with equity investments.
Notes to the Consolidated Financial Statements continued
For the year ended 31December 2024
GREENCOAT
UK WIND
77
1. Material accounting policies continued
Financial instruments continued
Financial assets continued
The Company’s loan and equity investments in Holdco are held at fair value through profit or loss. Gains or losses
resulting from the movement in fair value are recognised in the Company’s Statement of Comprehensive Income
at each valuation point.
Fair value is defined as the amount for which an asset could be exchanged between knowledgeable willing parties in an
arm’s length transaction. Fair value is calculated on a discounted cash flow basis in accordance with IFRS 13 and IFRS 9.
Recognition and derecognition of financial assets
Financial assets are recognised/derecognised at the date of the purchase/disposal. Investments are initially
recognised at cost, being the fair value of consideration given. Transaction costs are recognised in the Consolidated
Statement of Comprehensive Income as incurred.
A financial asset (in whole or in part) is derecognised either:
• when the Group has transferred substantially all the risks and rewards of ownership; or
• when it has neither transferred or retained substantially all the risks and rewards and when it no longer has
control over the assets or a portion of the asset; or
• when the contractual right to receive cash flow has expired.
Financial liabilities
Financial liabilities are classified according to the substance of the contractual agreements entered into and are
recorded on the date on which the Group becomes party to the contractual requirements of the financial liability.
All loans and borrowings are initially recognised at cost, being fair value of the consideration received, less issue costs
where applicable. After initial recognition, all interest bearing loans and borrowings are subsequently measured at
amortised cost using the effective interest rate method. Loan balances as at the year end have not been discounted
to reflect amortised cost, as the amounts are not materially different from the outstanding balances
Finance expenses
Borrowing costs are recognised in the Consolidated Statement of Comprehensive Income in the period to which
they relate on an accruals basis.
Share capital
Financial instruments issued by the Company are treated as equity if the holder has only a residual interest in the
assets of the Company after the deduction of all liabilities. The Company’s ordinary shares are classified as equity
instruments.
Incremental costs directly attributable to the issue of new shares are shown in share premium as a deduction from
proceeds. Incremental costs include those incurred in connection with the placing and admission which include
fees payable under a placing agreement, legal costs and any other applicable expenses.
Repurchase of ordinary share capital
Where ordinary shares have been repurchased and cancelled, the nominal value of the ordinary share capital repurchased
is transferred out of share capital and into the capital redemption reserve. The cost of repurchasing the ordinary shares
is recognised in the Consolidated Statement of Changes in Equity and included within retained earnings.
Where ordinary shares have been repurchased and held in treasury, the consideration paid is recognised in the
Consolidated Statement of Changes in Equity and deducted from equity attributable to the Company’s equity
holders until the shares are cancelled, reissued or sold.
No gain or loss is recognised within the Consolidated Statement of Comprehensive Income on the purchase, sale,
issue or cancellation of the Company’s own equity investments. Share repurchase transactions are accounted for
on a trade date basis. Costs in relation to the repurchase of ordinary shares, including the related stamp duty and
transaction costs are recognised in the Consolidated Statement of Changes in Equity and included within the
treasury reserve.
Notes to the Consolidated Financial Statements continued
For the year ended 31December 2024
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
78
1. Material accounting policies continued
Dividends
Dividends payable are recognised as distributions in the financial statements when the Company’s obligation to
make payment has been established.
Income recognition
Dividend income and interest income on shareholder loan investments are recognised when the Group’s
entitlement to receive payment is established.
Gains or losses resulting from the movement in fair value of the Group’s interest rate swaps or the Group’s and
Company’s investments held at fair value through profit or loss are recognised in the Consolidated or Company
Statement of Comprehensive Income at each valuation point.
Expenses
Expenses are accounted for on an accruals basis. Share issue expenses of the Company directly attributable to the
issue and listing of shares are charged to the share premium account.
The Company issues shares to the Investment Manager in exchange for receiving investment management
services. The fair value of the investment management services received in exchange for shares is recognised
as an expense at the time at which the investment management fees are earned, with a corresponding increase
in equity. The fair value of the investment management services is calculated by reference to the definition of
investment management fees in the Investment Management Agreement.
Taxation
Under the current system of taxation in the UK, the Group is liable to taxation on its operations in the UK.
Current tax is the expected tax payable on the taxable income for the period, using tax rates that have been
enacted or substantively enacted at the date of the Consolidated Statement of Financial Position.
The Group does not expect to recognise any deferred tax assets or liabilities as it would expect to avail from
substantial shareholder relief on any temporary or permanent difference arising from any potential future sale of
an investment.
2. Critical accounting judgements, estimates and assumptions
The preparation of the financial statements requires the application of estimates and assumptions which may
affect the results reported in the financial statements. Estimates, by their nature, are based on judgement and
available information.
As disclosed in note 1, the Directors have concluded that the Company meets the definition of an investment
entity as defined in IFRS 10, IFRS 12 and IAS 27. This conclusion involved a degree of judgement and assessment
as to whether the Company met the criteria outlined in the accounting standards.
Significant accounting estimates and assumptions
The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying value
of assets and liabilities are those used to determine the fair value of the investments as disclosed in note 9 to the
financial statements.
The key assumptions that have a significant impact on the carrying value of investments that are valued by
reference to the discounted value of future cash flows are the useful life of the assets, the discount rates, the
level of wind resource, the rate of inflation, the price at which the power and associated benefits can be sold and
the amount of electricity the assets are expected to produce. The sensitivity analysis of these key assumptions is
outlined in note 9 to the financial statements.
Notes to the Consolidated Financial Statements continued
For the year ended 31December 2024
GREENCOAT
UK WIND
79
2. Critical accounting judgements, estimates and assumptions continued
Significant judgement
Useful lives are based on the Investment Manager’s estimates of the period over which the assets will generate
revenue which are periodically reviewed for continued appropriateness. The assumption used for the useful life
of the wind farms is 30 years. The actual useful life may be a shorter or longer period depending on the actual
operating conditions experienced by the asset.
The discount rates are subjective and therefore it is feasible that a reasonable alternative assumption may be
used resulting in a different value. The discount rates applied to the cash flows are reviewed periodically by
the Investment Manager to ensure they are at the appropriate level. The Investment Manager will take into
consideration market transactions, where of similar nature, when considering changes to the discount rates used.
The revenues and expenditure of the investee companies are frequently partly or wholly subject to indexation and
an assumption is made that inflation will increase at a long term rate.
The price at which the output from the generating assets is sold is a factor of both wholesale electricity prices and
the revenue received from the Government support regimes. Future power prices are estimated using external
third party forecasts, and may be adjusted by the Investment Manager where more conservative assumptions
are considered appropriate. These third party forecasts take the form of specialist consultancy reports, reflecting
various factors including gas prices, carbon prices and renewables deployment, each of which reflect the UK and
global response to climate change. The future power price assumptions are reviewed as and when these forecasts
are updated. There is an inherent uncertainty in future wholesale electricity price projection.
Specifically commissioned external reports are used to estimate the expected electrical output from the wind farm
assets taking into account the expected average wind speed at each location and generation data from historical
operation. The actual electrical output may differ considerably from that estimated in such a report mainly due
to the variability of actual wind to that modelled in any one period. Assumptions around electrical output will be
reviewed periodically in the future when more meaningful information is available on average wind speeds in the
UK, which can cause a material change in this expectation.
As disclosed in note 10, the fair value of guarantees and counter indemnities provided by the Group on behalf of
its investments are considered to be £nil, as the Directors do not expect Group cash flows to crystalise as a result
of these guarantees or counter indemnities.
3. Investment management fees
Under the terms of the Investment Management Agreement, the Investment Manager is entitled to a combination
of a Cash Fee and an Equity Element from the Company.
The Cash Fee is based upon the NAV as at the start of the quarter in question on the following basis:
• on that part of the then most recently announced NAV up to and including £500 million, an amount equal to
0.25 per cent of such part of the NAV;
• on that part of the then most recently announced NAV over £500 million and up to and including £1,000
million, an amount equal to 0.225 per cent of such part of the NAV;
• on that part of the then most recently announced NAV over £1,000 million and up to and including £3,000
million, an amount equal to 0.2 per cent of such part of the NAV; and
• on that part of the then most recently announced NAV over £3,000 million, an amount equal to 0.175 per
cent of such part of the NAV.
The Equity Element is calculated quarterly in advance and has a value as set out below:
• on that part of the then most recently announced NAV up to and including £500 million, 0.05 per cent; and
• on that part of the then most recently announced NAV over £500 million up to and including £1,000 million,
0.025 per cent.
Notes to the Consolidated Financial Statements continued
For the year ended 31December 2024
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
80
3. Investment management fees continued
The ordinary shares issued to the Investment Manager under the Equity Element are subject to a 3 year lock up
starting from the quarter in which they are due to be paid.
As at 31 December each year, the Cash Fee and Equity Element shall be subject to a true-up to the value that
would have been deliverable had they been calculated quarterly in arrears.
Investment management fees paid or accrued in the year were as follows
For the year ended
31 December 2024
£’000
For the year ended
31 December 2023
£’000
Cash Fee 29,543 31,344
Equity Element 1,500 1,500
31,043 32,844
The value of the Equity Element and the Cash Fee detailed in the table above include the true-up amount for the
year calculated in accordance with the Investment Management Agreement.
The Cash Fee relating to the quarter ended 31 December 2024 was accrued at year end. This is further detailed
in note 20.
In December 2024, the terms of the Investment Management Agreement were amended such that the basis of
the investment management fee calculation will be the lower of the Company’s market capitalisation and NAV,
with effect from 1 January 2025. The fee thresholds and rates applied as set out above remain unchanged.
4. Investment income
For the year ended
31 December 2024
£’000
For the year ended
31 December 2023
£’000
Dividends received (note 20) 323,609 359,939
Interest on shareholder loan investment received (note 20) 71,106 62,785
394,715 422,724
5. Operating expenses
For the year ended
31 December 2024
£’000
For the year ended
31 December 2023
£’000
Management fees (note 3) 31,043 32,844
Group and SPV administration fees 1,330 1,231
Non-executive Directors’ fees 415 385
Other expenses 4,174 2,895
Fees to the Group’s Auditor:
for audit of the statutory financial statements 273 248
for other audit related services 5 5
37,240 37,608
Total fees payable to the Group’s Auditor, BDO LLP, for non-audit services during the year ended 31 December
2024 were £5,100 (2023: £4,800), payable in relation to a limited procedures on the half year report.
Notes to the Consolidated Financial Statements continued
For the year ended 31December 2024
GREENCOAT
UK WIND
81
6. Taxation
For the year ended
31 December 2024
£’000
For the year ended
31 December 2023
£’000
UK Corporation Tax charge — 392
— 392
The tax charge for the year shown in the Statement of Comprehensive Income is lower than the standard rate of
corporation tax of 25 per cent (2023: 23.52 per cent). The differences are explained below.
For the year ended
31 December 2024
£’000
For the year ended
31 December 2023
£’000
(Loss)/profit for the year before taxation (55,415) 126,580
(Loss)/profit for the year multiplied by the standard rate of corporation
tax of 25 per cent (2023: 23.52 per cent) (13,854) 29,772
Fair value movements (not subject to taxation) 87,463 47,667
Dividends received (not subject to taxation) (80,902) (84,660)
Expenditure not deductible for tax purposes 422 658
Surrendering of tax losses to other group companies for nil consideration 5,375 5,042
Other net tax adjustments 1,496 1,521
Adjustment from previous period — 392
Total tax charge — 392
7. Earnings per share
For the year ended
31 December 2024
For the year ended
31 December 2023
(Loss)/profit attributable to equity holders of the Company – £’000 (55,415) 126,188
Weighted average number of ordinary shares in issue 2,282,844,863 2,317,758,378
Basic and diluted earnings from continuing operations in the year
(pence) (2.43) 5.44
Dilution of the earnings per share as a result of the Equity Element of the investment management fee as disclosed
in note 3 does not have a significant impact on the basic earnings per share.
Notes to the Consolidated Financial Statements continued
For the year ended 31December 2024
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
82
8. Dividends declared with respect to the year
Interim dividends paid during the year ended 31 December 2024
Dividend
per share
pence
Total
dividend
£’000
With respect to the quarter ended 31 December 2023 3.43 79,114
With respect to the quarter ended 31 March 2024 2.50 57,268
With respect to the quarter ended 30 June 2024 2.50 56,843
With respect to the quarter ended 30 September 2024 2.50 56,552
10.93 249,777
Interim dividends declared after 31 December 2024 and not accrued in the year
Dividend
per share
pence
Total
dividend
£’000
With respect to the quarter ended 31 December 2024 2.50 56,166
2.50 56,166
On 29 January 2025, the Company announced a dividend of 2.5 pence per share with respect to the quarter
ended 31 December 2024, bringing the total dividend declared with respect to the year to 31 December 2024 to
£226.8 million, equivalent to 10 pence per share. The record date for the dividend was 14 February 2025 and the
payment date is 28 February 2025.
The following table shows dividends paid in the prior year.
Interim dividends paid during the year ended 31 December 2023
Dividend
per share
pence
Total
dividend
£’000
With respect to the quarter ended 31 December 2022 1.93 44,742
With respect to the quarter ended 31 March 2023 2.19 50,775
With respect to the quarter ended 30 June 2023 2.19 50,780
With respect to the quarter ended 30 September 2023 2.19 50,746
8.50 197,043
9. Investments at fair value through profit or loss
Group
31 December
2024
£’000
31 December
2023
£’000
Opening balance 5,538,636 4,959,312
Additions 14,553 820,925
Disposals (41,276) –
Repayment of shareholder loan investments (note 20) (28,439) (50,199)
Movement in fair value of investments (341,229) (191,402)
5,142,245 5,538,636
The investments made in underlying assets are carried at fair value through profit and loss. The investments are
typically made through a combination of shareholder loans and equity into the SPVs which own the underlying
asset. The value of the shareholder loan investments as at 31 December 2024 including loan interest receivable
was £1,437,028,860 (2023: £1,484,003,180).
Notes to the Consolidated Financial Statements continued
For the year ended 31December 2024
GREENCOAT
UK WIND
83
9. Investments at fair value through profit or loss continued
The movement in investments of the Company during the year and the prior year was made up as follows:
Company
31 December
2024
£’000
31 December
2023
£’000
Opening balance 5,558,357 4,978,816
Loan advanced to Holdco (note 20) 17,061 680,800
Repayment of loan to Holdco (note 20) (482,467) (328,412)
Movement in fair value of investments 84,774 227,153
5,177,725 5,558,357
The Company’s shareholder loan investment in Holdco is repayable on demand.
Fair value measurements
IFRS 13 requires disclosure of fair value measurement by level. The level of fair value hierarchy within the financial
assets or financial liabilities is determined on the basis of the lowest level input that is significant to the fair value
measurement. Financial assets and financial liabilities are classified in their entirety into only one of the following
3 levels:
• Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;
• Level 2 – inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities,
either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
• Level 3 – inputs for assets or liabilities that are not based on observable market data (unobservable inputs).
The determination of what constitutes ‘observable’ requires significant judgement by the Group. The Group
considers observable data to be market data that is readily available, regularly distributed or updated, reliable and
verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.
The financial instruments held at fair value are the investments held by the Group in the SPVs and the interest
rate swaps associated with its term debt facilities, which are fair valued at each reporting date. The Group’s
investments have been classified within Level 3 as the investments are not traded and contain unobservable inputs.
The Company’s investments are all considered to be Level 3 assets. As the fair value of the Company’s equity
and loan investments in Holdco is ultimately determined by the underlying fair values of the SPV investments, the
Company’s sensitivity analysis of reasonably possible alternative input assumptions is the same as for the Group.
Due to the nature of the investments, they are always expected to be classified as Level 3. There have been no
transfers between levels during the year ended 31 December 2024.
Any transfers between the levels would be accounted for on the last day of each financial period.
Valuations are derived using a discounted cash flow methodology in line with IPEV Valuation Guidelines and take
into account, inter alia, the following:
• due diligence findings where relevant;
• the terms of any material contracts including PPAs;
• asset performance;
• power price forecast from a leading market consultant; and
• the economic, taxation or regulatory environment.
Further detail on classification of the Group’s interest rate swaps is outlined in note 14.
Notes to the Consolidated Financial Statements continued
For the year ended 31December 2024
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
84
9. Investments at fair value through profit or loss continued
Sensitivity analysis
The fair value of the Group’s investments is £5,142,244,619 (2023: £5,538,635,628). The analysis below is provided
to illustrate the sensitivity of the fair value of investments to an individual input, while all other variables remain
constant. The Board considers these changes in inputs to be within reasonable expected ranges. This is not
intended to imply the likelihood of change or that possible changes in value would be restricted to this range.
31 December 2024
Input Base case
Change
in input
Change in
fair value of
investments
£’000
Change in
NAV
per share
pence
Discount rate 11 per cent levered + 0.5 per cent (149,622) (6.6)
portfolio IRR - 0.5 per cent 157,924 7.0
Long term inflation rate RPI: 3.5 per cent to 2030, - 0.5 per cent (149,036) (6.6)
2.5 per cent thereafter + 0.5 per cent 156,298 6.9
CPI: 2.5 per cent
Energy yield P50 10 year P90 (331,025) (14.7)
10 year P10 330,927 14.7
Power price Forecast by leading - 10 per cent (324,541) (14.4)
consultant + 10 per cent 321,437 14.3
Asset life 30 years - 5 years (330,080) (14.6)
+ 5 years 219,042 9.7
31 December 2023
Input Base case
Change
in input
Change in
fair value of
investments
£’000
Change in
NAV
per share
pence
Discount rate 11 per cent levered + 0.5 per cent (170,310) (7.4)
portfolio IRR - 0.5 per cent 179,963 7.8
Long term inflation rate RPI: 3.5 per cent to 2030, - 0.5 per cent (162,604) (7.0)
2.5 per cent thereafter + 0.5 per cent 170,870 7.4
CPI: 2.5 per cent
Energy yield P50 10 year P90 (352,901) (15.3)
10 year P10 352,854 15.3
Power price Forecast by leading - 10 per cent (335,334) (14.5)
consultant + 10 per cent 316,943 13.7
Asset life 30 years - 5 years (313,935) (13.6)
+ 5 years 204,932 8.9
The portfolio is valued on an unlevered basis using a lower discount rate for fixed cash flows and a higher discount
rate for merchant cash flows. This results in a blended unlevered portfolio IRR. The equivalent levered portfolio
IRR is calculated assuming 35 per cent gearing and an interest rate of 5 per cent.
The sensitivities above are assumed to be independent of each other. Combined sensitivities are not presented.
The sensitivity analysis shown above would be the same for the Company as for the Group. Also see the high
transition risk scenario discussed on page 33.
Notes to the Consolidated Financial Statements continued
For the year ended 31December 2024
GREENCOAT
UK WIND
85
10. Unconsolidated subsidiaries, associates and joint ventures
The following table shows subsidiaries of the Group. As the Company is regarded as an Investment Entity as
referred to in note 1, these subsidiaries have not been consolidated in the preparation of the financial statements:
Investment Place of Business
Ownership
Interest as at
31 December 2024
Ownership
Interest as at
31 December 2023
Andershaw Scotland
(11)
100% 100%
Bin Mountain Northern Ireland
(10)
100% 100%
Bishopthorpe England
(11)
100% 100%
Braes of Doune Scotland
(12)
100% 100%
Breeze Bidco
(1)
Scotland
(11)
100% 100%
Brockaghboy Northern Ireland
(10)
100% 100%
Carcant Scotland
(12)
100% 100%
Church Hill Northern Ireland
(10)
100% 100%
Corriegarth Scotland
(12)
100% 100%
Cotton Farm England
(11)
100% 100%
Crighshane Northern Ireland
(10)
100% 100%
Earl’s Hall Farm England
(11)
100% 100%
Glen Kyllachy Scotland
(11)
100% 100%
Kildrummy Scotland
(11)
100% 100%
Langhope Rig Scotland
(11)
100% 100%
Maerdy Wales
(11)
100% 100%
North Hoyle Wales
(11)
100% 100%
Screggagh Northern Ireland
(10)
100% 100%
Slieve Divena Northern Ireland
(10)
100% 100%
Slieve Divena 2 Northern Ireland
(10)
100% 100%
South Kyle Scotland
(12)
100% 100%
Stroupster Scotland
(11)
100% 100%
Tappaghan Northern Ireland
(10)
100% 100%
Twentyshilling Scotland
(11)
100% 100%
Walney Holdco
(2)
England
(11)
100% 100%
Windy Rig Scotland
(11)
100% 100%
Bicker Fen England
(11)
80% 80%
Fenlands
(3)
England
(11)
80% 80%
Humber Holdco
(4)
England
(11)
77.2% 77.2%
Nanclach
(1)
Scotland
(11)
75% 75%
Dunmaglass Holdco
(5)
Scotland
(11)
71.2% 71.2%
Stronelairg Holdco
(6)
Scotland
(11)
71.2% 71.2%
Kype Muir Extension
(13)
Scotland
(11)
65.5% 49.9%
Hoylake
(7)
England
(11)
63% 63%
Dalquhandy Scotland
(12)
60% 100%
Douglas West Scotland
(12)
60% 100%
London Array
(8)
England
(11)
54.9% 54.9%
Drone Hill Scotland
(12)
51.6% 51.6%
North Rhins Scotland
(11)
51.6% 51.6%
Sixpenny Wood England
(11)
51.6% 51.6%
Yelvertoft England
(11)
51.6% 51.6%
SYND Holdco
(9)
UK
(11)
51.6% 51.6%
Notes to the Consolidated Financial Statements continued
For the year ended 31December 2024
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
86
10. Unconsolidated subsidiaries, associates and joint ventures continued
(1)
The Group’s investment in Nanclach is held through Breeze Bidco.
(2)
The Group holds 100 per cent of Walney Holdco, which owns 25.1 per cent of Walney Wind Farm, resulting in the Group holding a 25.1 per
cent indirect investment in Walney Wind Farm.
(3)
The Group’s investments in Deeping St. Nicholas, Glass Moor, Red House and Red Tile are held through Fenlands.
(4)
The Group holds 77.2 per cent of Humber Holdco, which owns 49 per cent of Humber Wind Farm, resulting in the Group holding a 37.8 per
cent indirect investment in Humber Wind Farm.
(5)
The Group holds 71.2 per cent of Dunmaglass Holdco, which owns 49.9 per cent of Dunmaglass Wind Farm, resulting in the Group holding
a 35.5 per cent indirect investment in Dunmaglass Wind Farm.
(6)
The Group holds 71.2 per cent of Stronelairg Holdco, which owns 49.9 per cent of Stronelairg Wind Farm, resulting in the Group holding
a 35.5 per cent indirect investment in Stronelairg Wind Farm.
(7)
The Group holds 62.7 per cent of Hoylake, which owns 25 per cent of Burbo Bank Extension, resulting in the Group holding a 15.7 per cent
indirect investment in Burbo Bank Extension.
(8)
The Group holds 54.9 per cent of London Array Holdco, which owns 25 per cent of London Array Limited, resulting in the Group holding
a 13.7 per cent indirect investment in London Array Limited.
(9)
The Group’s investments in Drone Hill, North Rhins, Sixpenny Wood and Yelvertoft are held through SYND Holdco.
(10)
The registered office address is Unit 4, The Legacy Building, Queens Road, Belfast, Northern Ireland, BT3 9DT.
(11)
The registered office address is 5th Floor, 20 Fenchurch Street, London, England, EC3M 3BY.
(12)
The registered office address is Dla Piper Scotland Llp Collins House, Rutland Square, Edinburgh, United Kingdom, EH1 2AA
(13)
Investment was an associate as at 31 December 2023
There are no significant restrictions on the ability of the Group’s unconsolidated subsidiaries to transfer funds in
the form of cash dividends.
The following table shows associates and joint ventures of the Group which have been recognised at fair value as
permitted by IAS 28 “Investments in Associates and Joint Ventures”:
Investment Place of Business
Ownership
Interest as at
31 December 2024
Ownership
Interest as at
31 December 2023
ML Wind
(1)
England
(3)
49% 49%
Little Cheyne Court England
(3)
41% 41%
Clyde Scotland
(4)
28.2% 28.2%
Hornsea 1 Holdco
(2)
England
(5)
25% 25%
Rhyl Flats Wales
(3)
24.95% 24.95%
(1)
The Group’s investments in Middlemoor and Lindhurst are 49 per cent. These are held through ML Wind.
(2)
The Group holds 25 per cent of Hornsea 1 Holdco, which owns 50 per cent of Hornsea 1 Limited, resulting in the Group holding a 12.5 per
cent indirect investment in Hornsea 1 Limited.
(3)
The registered office address is Windmill Hill Business Park, Whitehill Way, Swindon, Wiltshire, SN5 6PB.
(4)
The registered office address is Inveralmond House, 200 Dunkeld Road, Perth, PH1 3AQ.
(5)
The registered office address is 5 Howick Place, London, SW1P 1WG.
Loans advanced by Holdco to the investments are disclosed in note 20.
Notes to the Consolidated Financial Statements continued
For the year ended 31December 2024
GREENCOAT
UK WIND
87
10. Unconsolidated subsidiaries, associates and joint ventures continued
Guarantees and counter indemnities provided by the Group on behalf of its investments are as follows:
Provider of security Investment Beneficiary Nature Purpose
Amount
£’000
The Company Hornsea 1 National Westminster
Bank
Letter of credit Debt service – Senior DSRA 58,600
The Company London Array Orsted Guarantee Offtake guarantee 52,500
Holdco Clyde SSE Counter indemnity Grid, radar, decommissioning 21,771
The Company London Array Shareholders Guarantee JOA participants guarantee 20,000
The Company Glen Kyllachy RWE Counter indemnity (Decommissioning/Grid/Farr wind
farm wake compensation)
12,238
The Company North Hoyle The Crown Estate Guarantee Decommissioning & rent
obligations
11,843
The Company Burbo Orsted Counter indemnity Crown Estate Fees and NATS
Radar obligations
11,000
The Company London Array Blue Transmission
London Array Limited
Guarantee OFTO O&M obligations 11,000
The Company Twentyshilling Whiteside Hill Wind Farm Guarantee Land – Access – Cabling 10,000
The Company Hornsea 1 Orsted Letter of credit Lease obligations 8,410
The Company Hornsea 1 National Westminster
Bank
Letter of credit Debt service – Mezz DSRA 6,400
The Company Dalquhandy BT PLC Guarantee V-PPA PCG 5,897
The Company South Kyle Land owner Guarantee Decommissioning obligations 5,332
The Company South Kyle East Ayrshire Council Counter indemnity/
Letter of credit
Decommissioning obligations 5,000
The Company Humber RWE Guarantee Radar 4,900
The Company South Kyle FLS Scottish Ministers Counter indemnity/
Letter of credit
Decommissioning obligations 4,327
The Company South Kyle Dumfries and Galloway
Council
Counter indemnity/
Letter of credit
Decommissioning obligations 3,748
The Company Andershaw Statkraft Guarantee Decommissioning obligations 3,500
The Company Rhyl Flats The Crown Estate Guarantee Decommissioning obligations 3,401
The Company Glen Kyllachy National Grid Energy
System Operator Limited
Letter of credit Bilateral Connection Agreement
Security Cover
2,539
The Company Dalquhandy South Lanarkshire
Council
Counter indemnity/
Letter of credit
Decommissioning obligations 2,525
The Company Braes of Doune Land owner Guarantee Decommissioning obligations 2,000
The Company Twentyshilling Dumfries & Galloway
Council
Counter indemnity/
Letter of credit
Council – Decommissioning
Obligations
1,897
The Company Twentyshilling Ministry of Defence Guarantee Seismic Array Equipment 1,800
The Company South Kyle NATS Guarantee Radar 1,683
The Company Douglas West Land owner Guarantee Decommissioning obligations 1,610
The Company Windy Rig National Grid Counter indemnity/
Letter of credit
Access rights, grid
Decommissioning obligations
1,479
The Company Nanclach
Limited
Land owners Counter indemnity/
Letter of credit
Decommissioning obligations 1,348
The Company Twentyshilling NATS Guarantee Radar 1,286
The Company Windy Rig NATS Guarantee Radar 622
The Company Stroupster Land owners Counter indemnity/
Unsecured guarantee
Decommissioning obligations 338
Holdco Stronelairg SSE Guarantee SPVs’ obligations under Elexon
and National Grid contracts
301
The Company Hornsea 1 National Westminster
Bank
Letter of credit Debt service – MRA reserve 300
Holdco Dunmaglass SSE Guarantee SPVs’ obligations under Elexon
and National Grid contracts
201
The Company Cotton Farm Land owner Guarantee Decommissioning obligations 165
The Company Sixpenny Wood Land owner Guarantee Community fund obligations 150
The Company Twentyshilling Land owner Counter indemnity/
Letter of credit
Landowner – Decommissioning
obligations
101
The Company Yelvertoft Daventry District Council Guarantee Decommissioning obligations 82
The Company Langhope Rig Barclays Bank Plc/Land
owner
Counter indemnity/
Letter of credit
Decommissioning obligations 81
The Company Maerdy Natural Resources Wales Guarantee Access rights to neighbouring land n/a
280,375
The fair value of these guarantees and counter indemnities provided by the Group are considered to be £nil
(2023: £nil) as disclosed in note 2.
Notes to the Consolidated Financial Statements continued
For the year ended 31December 2024
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
88
11. Receivables
Group
31 December 2024
£’000
31 December 2023
£’000
Security cash deposits 13,340 40,119
Swap interest receivable from counterparties 3,816 —
VAT receivable 1,191 676
Prepayments 180 151
Amounts due from SPVs 10 —
Interest income receivable — 111
Other receivables — 72
18,537 41,129
Company
31 December 2024
£’000
31 December 2023
£’000
Security cash deposits 13,340 40,119
Prepayments 181 151
Interest income receivable — 111
13,521 40,381
12. Payables
Group
31 December 2024
£’000
31 December 2023
£’000
Loan interest payable (note 13) 13,957 5,487
Commitment fees payable (note 13) 12 235
Letter of credit fees payable (note 13) — 93
Investment management fee payable 6,737 8,090
Amounts due to SPVs (note 20) 821 2,508
Share buybacks payable 636 —
Share buyback costs payable 13 —
Transaction costs payable 347 55
Other payables 1,167 1,105
23,690 17,573
Company
31 December 2024
£’000
31 December 2023
£’000
Loan interest payable (note 13) 13,957 5,487
Commitment fee payable (note 13) 12 235
Letter of credit fees payable (note 13) — 93
Investment management fee payable 6,737 8,090
Share buybacks payable 636 —
Share buyback costs payable 13 —
Transaction costs payable 42 —
Other payables 933 888
22,330 14,793
Notes to the Consolidated Financial Statements continued
For the year ended 31December 2024
GREENCOAT
UK WIND
89
13. Loans and borrowings
Group and Company
31 December 2024
£’000
31 December 2023
£’000
Opening balance 1,790,000 1,100,000
Revolving credit facility
Drawdowns 14,000 400,000
Derecognition of RCF on modification (400,000) —
Recognition of RCF on modification 400,000 —
Gain/(loss) on modification — —
Repayments (144,000) (200,000)
Term debt facilities
Repayments (25,000) (150,000)
Derecognition of term debt facilities on modification (1,365,000) —
Drawdowns 125,000 640,000
Recognition of term debt facilities on modification 1,365,000 —
Gain/(loss) on modification — —
Closing balance 1,760,000 1,790,000
Reconciled as:
Current liabilities — 500,000
Non current liabilities 1,760,000 1,290,000
Group and Company
For the year ended
31 December 2024
£’000
For the year ended
31 December 2023
£’000
Loan interest 94,069 58,787
Facility arrangement fees 7,725 4,350
Swap termination fees 3,374 —
Commitment fees 1,159 2,289
Letter of credit fees 1,114 1,137
Professional fees 1,216 589
Other facility fees 188 244
108,845 67,396
Loan income (3,594) —
Finance expense 105,251 67,396
The loan balance as at 31 December 2024 has not been adjusted to reflect amortised cost, as the amounts are not
materially different from the outstanding balances.
On 6 September 2024, an additional amount of £14 million was drawn from the existing RCF and repaid on
30 September 2024.
On 26 September 2024, the Company completed a modification of its debt facilities. The modification was
conducted with the Company’s existing set of lenders who were migrated to a Common Terms Agreement,
offering the Company a consistent set of terms and a strong platform for future debt placements.
As a result, the Company modified the £400 million drawn balance on its £600 million RCF and entered into a
new £400 million RCF. The margin on the renewed facility has fallen from 1.75 per cent to 1.50 per cent and it
now matures in October 2027. It is therefore classified as a non current liability. Other terms of the RCF remain
unchanged, including a commitment fee of 0.65 per cent per annum of any undrawn facility. Subsequent to this,
the Company repaid £130 million (£100 million on 26 September 2024 and £30 million on 31 December 2024)
of its RCF and as at 31 December 2024, amounts drawn under the RCF were £270 million (2023: £400 million),
accrued interest payable was £nil (2023: £228,404) and the outstanding commitment fee payable was £11,575
(2023: £235,068).
Notes to the Consolidated Financial Statements continued
For the year ended 31December 2024
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
90
13. Loans and borrowings continued
On 26 September 2024, as part of the same modification exercise, the Company also drew down an additional
£125 million of term debt, using the proceeds to repay £25 million of its existing facilities that were due to
mature in the period to May 2026 as well as £100 million of its RCF, as noted above. The remainder of the
existing term debt facilities of £1,365 million were modified under the terms of the Common Terms Agreement
on 26 September 2024.
£1,200 million of the term loans contain associated interest rate swaps which were novated from the Company to
Holdco as part of the modification. The fair value of these swaps as at 31 December 2024 is set out in note 14. The
£115 million term loan tranche with AXA has not been hedged with an interest rate swap and so the loan will be
fully variable until maturity of the loan. £175 million term loan tranches with AXA have fixed all-in rates and have
not been hedged by interest rate swaps.
The Company’s term debt has maturity dates of greater than 1 year and therefore is classified as non current
liabilities. All borrowing ranks pari passu and is secured by a debenture over the assets of the Company, including
its shares in Holdco, with fixed and floating charges in place over the assets of the Company and Holdco.
At year end 31 December 2023, loans with maturity dates of less than 12 months amounted to £100 million
and were classified as current liabilities. The remaining term debt of £1,290 million was classified as non current
liabilities. £1,125 million of these term loans contained swaps. £1,050 million of these instruments had been
treated as a single fixed rate loan agreement, which effectively set interest rates payable at fixed rates as:
• the contractual agreements for the loan and swap were directly linked, were executed at the same time and
were not independently transferable;
• there was a common counterparty for loan and swap instruments; and
• all loan and swap instruments were co terminus and their commercial and financial terms reflected each other.
The providers, maturity dates and interest rates of these term debt facilities are set out in the table below. These
are held in conjunction with the swaps at Holdco, as set out in note 14.
Provider Maturity date
Loan margin
%
Loan Principal
£’000
Accrued interest at
31 December 2024
(1)
£’000
NAB 01-Nov-26 1.50% 75,000 737
NAB 01-Nov-26 1.50% 25,000 246
CIBC 14-Nov-26 1.40% 100,000 900
Lloyds 09-May-27 1.60% 150,000 —
CBA 04-Nov-27 1.60% 100,000 998
ABN AMRO 02-May-28 1.75% 100,000 18
Virgin Money 03-May-28 1.75% 50,000 —
ANZ 03-May-28 1.75% 75,000 13
Barclays 03-May-28 1.75% 25,000 4
NAB 26-Sep-29 1.55% 100,000 1,639
ANZ 26-Sep-29 1.60% 75,000 1,239
AXA 31-Jan-30 3.03%
(2)
125,000 1,583
AXA 31-Jan-30 1.70% 75,000 2,007
CBA 26-Sep-30 1.65% 150,000 2,500
AXA 28-Apr-31 6.434%
(2)
25,000 4
AXA 28-Apr-31 1.80% 115,000 20
AXA 26-Sep-31 5.442%
(2)
25,000 357
CIBC 26-Sep-31 1.75% 100,000 1,692
1,490,000 13,957
(1)
Loan interest is based on loan margin plus applicable SONIA rate or all in fixed rate.
(2)
All in fixed rate.
Notes to the Consolidated Financial Statements continued
For the year ended 31December 2024
GREENCOAT
UK WIND
91
14. Interest rate swaps held at fair value through profit or loss
As outlined in note 13, the Group holds interest rate swaps on £1,200 million of its term loans, which effectively
set interest rates payable at fixed rates. As part of its debt refinancing during the year, the Company novated
its existing interest rate swaps to Holdco and entered into new interest rate swaps with Holdco. As a result, the
Company is no longer required to cash collateralise against any unfavourable positions of its interest rates swaps,
which was beneficial to the Company’s use of capital.
The interest rate swaps have been recognised as separate financial instruments at fair value, as summarised in the
table below.
Group
31 December 2024
£’000
31 December 2023
£’000
Opening balance — —
Fair value of interest rate swap liabilities on novation (21,932) —
Movement in fair value of interest rate swap liabilities 8,150 —
Fair value of interest rate swap liabilities on 31 December 2024 (13,782) —
Group £’000 £’000
Opening balance — —
Fair value of interest rate swap assets on novation 28,462 —
Movement in fair value of interest rate swap assets 11,537 —
Fair value of interest rate swap assets on 31 December 2024 39,999 —
Net movement on interest rate swaps held at fair value 26,217 —
IFRS 13 requires disclosure of fair value measurement by level, as further detailed in note 9. The fair value of
the interest rate swaps associated with the Group’s term debt facilities are measured at each reporting date,
calculated as the present value of estimated future cash flows under the fixed and floating leg of each swap.
Therefore, these have been classified as level 2, because they contain inputs other than quoted prices that are
observable for the asset.
Due to the nature of the interest rate swaps, they are always expected to be classified as Level 2. There have been
no transfers between levels during the year ended 31 December 2024.
Any transfers between the levels would be accounted for on the last day of each financial period.
15. Contingencies and commitments
The Group had no contingencies and commitments for the year ended 31 December 2024 (2023: Nil).
Notes to the Consolidated Financial Statements continued
For the year ended 31December 2024
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
92
16. Share capital – ordinary shares of £0.01
Date
Authorised, issued
and fully paid
Number of
shares
issued
Share
capital
£’000
Share
premium
£’000
Capital
redemption
reserve
£’000
Treasury
shares
£’000
Total
£’000
1 January 2024 2,312,131,799 23,121 2,471,515 66 — 2,494,702
Share buybacks: Repurchased and
cancelled (4,683,143) (47) — 47 — —
Repurchased and
held in treasury (54,504,369) — — — (74,741) (74,741)
(59,187,512) (47) — 47 (74,741) (74,741)
Shares allotted from treasury to the
Investment Manager
7 May 2024 True-up of 2023 and Q4
2023 Equity Element 230,238 — 58 — 317 375
7 May 2024 Q1 2024 Equity Element 228,532 — 57 — 318 375
7 May 2024 Q2 2024 Equity Element 234,415 — 59 — 316 375
31 July 2024 Q3 2024 Equity Element 235,420 — 62 — 313 375
6 November 2024 Q4 2024 Equity Element 236,414 — 70 — 305 375
1,165,019 — 306 — 1,569 1,875
31 December 2024 2,254,109,306 23,074 2,471,821 113 (73,172) 2,421,836
During the year, the Company purchased a total of 54,504,369 ordinary shares, to be held in treasury at an
aggregate cost of £74,741,000 (including stamp duty and other fees of £476,000).
Date
Authorised, issued
and fully paid
Number of
shares
issued
Share
capital
£’000
Share
premium
£’000
Capital
redemption
reserve
£’000
Total
£’000
1 January 2023 2,318,089,989 23,181 2,470,396 — 2,493,577
Shares issued to the Investment Manager
3 February 2023
True-up of 2022 and
Q1 2023 Equity Element 167,923 2 373 — 375
5 May 2023 Q2 2023 Equity Element 225,441 2 373 — 375
4 August 2023 Q3 2023 Equity Element 226,182 2 373 — 375
619,546 6 1,119 — 1,125
Share buybacks (6,577,736) (66) — 66 —
31 December 2023 2,312,131,799 23,121 2,471,515 66 2,494,702
The Company announced a share buyback program at the end of October 2023 and during the year, 4.7 million
shares (2023: 6.6 million) were repurchased and cancelled at a cost of £6,788,000 (2023: £9,439,000). In addition,
54.5 million shares (2023: nil) have been repurchased and held in treasury at a cost of £74,265,000 (2023: £nil).
Pursuant to the terms of the Investment Management Agreement, the Investment Manager receives an Equity
Element as part payment of its investment management fee as disclosed in note 3. The figures given in the table in
note 3 include the true-up amount of the investment management fee for the periods calculated in accordance with
the Investment Management Agreement and allotted subsequent to 31 December 2024. During the year, 1.2 million
shares held in treasury were reinstated with the full rights of Ordinary Shares and issued to the Investment Manager.
As at 31 December 2024, the Company had 53,339,350 shares held in treasury and the total number of ordinary
shares in issue, excluding the shares held in treasury, was 2,254,109,306.
Shareholders are entitled to all dividends paid by the Company and, on a winding up, provided the Company has
satisfied all of its liabilities, the shareholders are entitled to all of the residual assets of the Company.
Notes to the Consolidated Financial Statements continued
For the year ended 31December 2024
GREENCOAT
UK WIND
93
17. Net assets per share
Group and Company 31 December 2024 31 December 2023
Net assets – £’000 3,409,104 3,793,997
Number of ordinary shares issued 2,254,109,306 2,312,131,799
Total net assets – pence 151.2 164.1
18. Reconciliation of operating profit for the year to net cash from operating activities
Group
For the year ended
31 December 2024
£’000
For the year ended
31 December 2023
£’000
Operating profit for the year 23,619 193,976
Adjustments for:
Movement in fair value of investments (note 9) 341,229 191,402
Transaction costs 807 2,797
Decrease/(increase) in receivables 26,444 (38,639)
(Decrease)/increase in payables (2,588) 9,157
Equity Element of Investment Manager’s fee (note 3) 1,500 1,500
Tax paid — (392)
Net cash flows from operating activities 391,011 359,801
Company
For the year ended
31 December 2024
£’000
For the year ended
31 December 2023
£’000
Operating profit for the year 55,411 193,976
Adjustments for:
Movement in fair value of investments (note 9) (84,774) (227,153)
Decrease/(increase) in receivables 26,896 (40,253)
(Decrease)/increase in payables (880) 6,627
Equity Element of Investment Manager's fee (note 3) 1,500 1,500
Tax paid — (392)
Net cash flows from operating activities (1,847) (65,695)
Reconciliation of cash flows and non-cash flow changes in liabilities arising from financing activities
Group and Company
Loans and
borrowings
£’000
Other liabilities
£’000
As at 1 January 2024 1,790,000 5,791
Cash flows (net) (30,000) (100,946)
Movements in Statement of Comprehensive Income — 105,251
As at 31 December 2024 1,760,000 10,096
Group and Company
Loans and
borrowings
£’000
Other liabilities
£’000
As at 1 January 2023 1,100,000 6,168
Cash flows (net) 690,000 (67,773)
Movements in Statement of Comprehensive Income — 67,396
As at 31 December 2023 1,790,000 5,791
Notes to the Consolidated Financial Statements continued
For the year ended 31December 2024
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
94
19. Financial risk management
The Investment Manager and the Administrator report to the Board on a quarterly basis and provide information
to the Board which allows it to monitor and manage financial risks relating to its operations. The Group’s activities
expose it to a variety of financial risks: market risk (including price risk, interest rate risk and foreign currency risk),
credit risk and liquidity risk.
The Group’s market risk is managed by the Investment Manager in accordance with the policies and procedures
in place. The Group’s overall market positions are monitored on a quarterly basis by the Board.
Price risk
Price risk is defined as the risk that the fair value of a financial instrument held by the Group will fluctuate.
Investments are measured at fair value through profit or loss and are valued on a discounted cash flow basis.
Therefore, the value of these investments will be (amongst other risk factors) a function of the discounted value
of their expected cash flows and, as such, will vary with movements in interest rates and competition for such
assets. As disclosed in note 9, the key assumptions determining fair value of investments are subjective and
therefore it is feasible that a reasonable alternative assumption may be used resulting in a different valuation for
these investments.
Interest rate risk
The Group’s interest rate risk on interest bearing financial assets is limited to interest earned on security cash
deposits. The Group also has exposure to interest rate risk due to floating interest rates required to service
external borrowings through the RCF and the unhedged £115 million term loan tranche with AXA. An increase of
1 per cent (2023: 1 per cent) represents the Investment Manager’s assessment of a reasonably possible change
in interest rates. Should the SONIA rate increase by 1 per cent, the annual interest due on the RCF and AXA
term loan would increase by £3,850,000 (2023: £5,150,000) on the basis that the RCF is £270 million drawn
(2023: £400 million). The Group’s only other exposure to interest rate risk is due to the £150 million term loan
with Lloyds, £75 million term loan with AXA and £50 million term loan with Virgin Money, all of which are hedged
by different counterparties. No material impact is expected for these swaps. The Investment Manager regularly
monitors interest rates to ensure the Group has adequate provisions in place in the event of significant fluctuations.
The Group also has exposure to interest rate risk due to floating interest rates with respect to the fair values of
the associated interest rate swaps hedging variable interest rate risk on term debt tranches. Should the SONIA
rate decrease by 1 per cent, the net fair value of the Group’s interest rate swaps would decrease by £45,923,000.
The associated interest rate swaps on amounts drawn under the other term debt facilities detailed in note 14,
effectively set interest payable at a fixed rate for the full term of the respective loans, thereby mitigating the risks
associated with the variability of cash flows arising from interest rate fluctuations.
The Board considers that, as shareholder loan investments bear interest at a fixed rate, they do not carry any
interest rate risk.
The Group’s interest bearing assets and liabilities as at 31 December 2024 are summarised below:
Group
Fixed rate
£’000
Floating rate
£’000
Assets
Security cash deposits (note 11) — 13,340
Swap interest receivable from counterparties (note 11) — 3,816
Interest rate swaps held at fair value through profit or loss — 39,999
Investments 1,437,029 —
1,437,029 57,155
Liabilities
Loans and borrowings (note 13) (1,375,000) (385,000)
Interest rate swaps held at fair value through profit or loss — (13,781)
(1,375,000) (398,781)
Notes to the Consolidated Financial Statements continued
For the year ended 31December 2024
GREENCOAT
UK WIND
95
19. Financial risk management continued
Interest rate risk continued
The Group’s interest bearing assets and liabilities as at 31 December 2023 are summarised below:
Group
Fixed rate
£’000
Floating rate
£’000
Assets
Security cash deposits (note 11) — 40,119
Other receivables (note 11) — 111
Investments 1,484,003 —
1,484,003 40,230
Liabilities
Loans and borrowings (note 13) (1,275,000) (515,000)
(1,275,000) (515,000)
The Company’s interest bearing assets and liabilities as at 31 December 2024 are summarised below:
Company
Fixed rate
£’000
Floating rate
£’000
Assets
Security cash deposits (note 11) — 13,340
— 13,340
Liabilities
Loans and borrowings (note 13) (1,375,000) (385,000)
(1,375,000) (385,000)
The Company’s interest bearing assets and liabilities as at 31 December 2023 are summarised below
Group
Fixed rate
£’000
Floating rate
£’000
Assets
Security cash deposits (note 11) — 40,119
Other receivables (note 11) — 111
— 40,230
Liabilities
Loans and borrowings (note 13) (1,275,000) (515,000)
(1,275,000) (515,000)
Foreign currency risk
Foreign currency risk is defined as the risk that the fair values of future cash flows will fluctuate because of changes
in foreign exchange rates. The Group’s financial assets and liabilities are denominated in GBP and substantially
all of its revenues and expenses are in GBP. The Group is not considered to be materially exposed to foreign
currency risk.
Notes to the Consolidated Financial Statements continued
For the year ended 31December 2024
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
96
19. Financial risk management continued
Credit risk
Credit risk is the risk of loss due to the failure of a borrower or counterparty to fulfil its contractual obligations.
The Group is exposed to credit risk in respect of other receivables, cash at bank, security cash deposits, loan
investments and loan advances. The Group’s credit risk exposure is minimised by dealing with financial institutions
with investment grade credit ratings and making loan investments which are equity in nature. As loan investments
are carried at fair value, any credit risk movement is reflected in the fair value. The Investment Manager regularly
reviews the future cash flows and valuations of the investee companies, to gain comfort as to the recoverability of
the loans. No balances are past due or impaired.
The table below details the Group’s maximum exposure to credit risk:
Group
31 December 2024
£’000
31 December 2023
£’000
Other receivables (note 11) 1,191 859
Swap interest receivable from counterparties (note 11) 3,816 —
Cash at bank 5,795 21,805
Security cash deposits (note 11) 13,340 40,119
Interest rate swaps held at fair value through profit or loss (note 14) 26,217 —
Loan investments (note 9) 1,437,029 1,484,003
1,487,388 1,546,786
The table below details the Company’s maximum exposure to credit risk:
Company
31 December 2024
£’000
31 December 2023
£’000
Other receivables (note 11) — 111
Cash at bank 188 52
Security cash deposits (note 11) 13,340 40,119
Loan investments (note 9) 2,230,698 2,696,103
2,244,226 2,736,385
The table below shows the cash balances of the Group and the credit rating for each counterparty:
Group Rating
31 December 2024
£’000
31 December 2023
£’000
RBS International A 5,795 21,805
5,795 21,805
The table below shows the cash balances of the Company and the credit rating for each counterparty:
Company Rating
31 December 2024
£’000
31 December 2023
£’000
RBS International A 188 52
188 52
Liquidity risk
Liquidity risk is the risk that the Group and the Company may not be able to meet a demand for cash or fund an
obligation when due. The Investment Manager and the Board continuously monitor forecast and actual cash flows
from operating, financing and investing activities to consider payment of dividends, the repurchase of ordinary
shares, repayment of the Company’s outstanding debt or further investing activities.
Notes to the Consolidated Financial Statements continued
For the year ended 31December 2024
GREENCOAT
UK WIND
97
19. Financial risk management continued
Liquidity risk continued
The following tables detail the Group’s expected maturity for its financial assets (excluding equity) and liabilities
together with the contractual undiscounted cash flow amounts:
Group – 31 December 2024
Less than 1 year
£’000
1 – 5 years
£’000
5+ years
£’000
Total
£’000
Assets
Other receivables (note 11) 1,191 — — 1,191
Cash at bank 5,795 — — 5,795
Security cash deposits (note 11) 13,340 — — 13,340
Loan investments — — 1,437,029 1,437,029
Swap interest receivable from counterparties
(note 11) 3,816 — — 3,816
Interest rate swaps held at fair value through
profit or loss (note 14) — 24,495 15,504 39,999
Liabilities
Other payables (note 12) (23,690) — — (23,690)
Loans and borrowings (106,901) (1,427,970) (648,337) (2,183,208)
Interest rate swaps held at fair value through
profit or loss (note 14) — (13,782) — (13,782)
(106,449) (1,417,257) 804,196 (719,510)
Group – 31 December 2023
Less than 1 year
£’000
1 – 5 years
£’000
5+ years
£’000
Total
£’000
Assets
Other receivables (note 11) 859 — — 859
Cash at bank 21,805 — — 21,805
Security cash deposits (note 11) 40,119 — — 40,119
Loan investments — — 1,484,003 1,484,003
Liabilities
Other payables (note 12) (17,573) — — (17,573)
Loans and borrowings (589,744) (1,129,977) (369,089) (2,088,810)
(544,534) (1,129,977) 1,114,914 (559,597)
The shareholder loan investments are repayable on demand.
The following tables detail the Company’s expected maturity for its financial assets (excluding equity) and liabilities
together with the contractual undiscounted cash flow amounts:
Company – 31 December 2024
Less than 1 year
£’000
1 – 5 years
£’000
5+ years
£’000
Total
£’000
Assets
Cash at bank 188 — — 188
Security cash deposits (note 11) 13,340 — — 13,340
Loan investments — — 2,230,698 2,230,698
Liabilities
Other payables (note 12) (22,330) — — (22,330)
Loans and borrowings (106,901) (1,427,970) (648,337) (2,183,208)
(115,703) (1,427,970) 1,582,361 38,688
Notes to the Consolidated Financial Statements continued
For the year ended 31December 2024
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
98
19. Financial risk management continued
Liquidity risk continued
Company – 31 December 2023
Less than 1 year
£’000
1 – 5 years
£’000
5+ years
£’000
Total
£’000
Assets
Other receivables (note 11) 111 — — 111
Cash at bank 52 — — 52
Security cash deposits (note 11) 40,119 — — 40,119
Loan investments — — 2,696,103 2,696,103
Liabilities
Other payables (note 12) (14,793) — — (14,793)
Loans and borrowings (589,744) (1,129,977) (369,089) (2,088,810)
(564,255) (1,129,977) 2,327,014 632,782
The Group and Company will use cash flow generation, equity placings, debt refinancing or disposal of assets to
manage liabilities as they fall due in the longer term.
Capital risk management
The Company considers its capital to comprise ordinary share capital, distributable reserves and retained earnings.
The Company is not subject to any externally imposed capital requirements.
The Group’s and the Company’s primary capital management objectives are to ensure the sustainability of its
capital to support continuing operations, meet its financial obligations and allow for growth opportunities.
Generally, acquisitions are anticipated to be funded with a combination of current cash, debt and equity.
20. Related party transactions
Amounts paid to the Directors during the year are as outlined in the Directors’ Remuneration Report on pages 44
to 47. £49,555 (2023: £46,461) of employer’s national insurance was paid on non-executive Directors’ fees during
the year .
During the year, the Company increased its loan to Holdco by £17,061,045 (2023: £680,800,000) and Holdco settled
amounts of £482,466,847 (2023: £328,411,737). The amount outstanding at the year end was £2,230,697,675
(31 December 2023: £2,696,103,477).
Under the terms of a Management Services Agreement with Holdco, the Company receives £1,252,260 per
annum in relation to management and administration services. During the year, £2,665,488 (2023: £800,000) was
paid from Holdco to the Company under this agreement, £1,252,260 was in relation to the 2024 Management
Services Agreement and £1,413,228 was in relation to a 2023 Management Services agreement true up. Amounts
due to the Company at the year end were £nil (2023: £nil).
Holdco has Management Service Agreements in place with various wind farms. Total amounts received by Holdco,
amounts paid to the Investment Manager and amounts paid to the Administrator during the year, are outlined in
the table below.
During the year, Holdco received £3,398,808 (2023: £1,861,994) in relation to renewables obligation certificate
(ROC) proceeds on behalf of Bin Mountain, Carcant and Tappaghan. Amounts due to these investee companies
as at 31 December 2024 were £nil (2023: £3,246).
As at 31 December 2024 £209,721 was due to Bicker Fen (2023: £182,698), £664,108 was due to Fenlands
(2023: £(834,064)), £2,798 was due to North Hoyle (2023: £924,611), £nil was due to Nanclach (2023: £147,295),
£nil was due to Langhope Rig (2023: £51,783), £nil was due to Douglas West (2023: £27,133), £nil was due to Burbo
(2023: £(1,017,709)), £8,079 was due from Braes of Doune (2023: £nil), £32,234 was due to London Array (2023: £nil)
and £1,839 was due from SYND (2023: £nil) in respect of tax payments/rebates paid/received by Holdco.
As at 31 December 2024 £5,095 was due to be recharged to KME Extension, £3,375 was due to be recharged
to each of the following SPVs; Bin Mountain, Braes of Doune, Carcant, Cotton Farm, Earl’s Hall, Kildrummy,
Maerdy, Stroupster, Tappaghan, Screggagh, Langhope Rig, Bishopthorpe, Slieve Divena, North Hoyle, Corriegarth,
Brockaghboy, Crighshane, Church Hill, Slieve Divena 2, Andershaw, Windy Rig, Glen Kyllachy, Twenty Shilling and
South Kyle and £250 was due to be recharged to each of the following SPVs; Drone Hill, North Rhins, Sixpenny,
Yelvertoft, Douglas West and Dalquhandy in respect of professional fees paid by Holdco.
As at 31 December 2024, under the terms of Management Services Agreements with the SPVs, Holdco was due
to receive £958 from Fenlands and £958 from Bicker Fen (2023: £982 from Fenlands).
Notes to the Consolidated Financial Statements continued
For the year ended 31December 2024
GREENCOAT
UK WIND
99
20. Related party transactions continued
As at 31 December 2024, under the terms of the Investment Management Agreement, the Company owed the
Investment Manager a Cash Fee of £6,736,678.
As at 31 December 2024, an amount of £nil (2023: £1,539,501) was payable from the Group to Douglas West,
being a return of a dividend received during the year.
For the year ended 31 December 2024
Income
received
£
Expenses paid
to the
Investment
Manager
£
Expenses paid
to the
Administrator
£
Andershaw, Bin Mountain, Bishopthorpe, Brockaghboy, Carcant,
Church Hill, Cotton Farm, Corriegarth, Crighshane, Dalquhandy,
Douglas West, Earl’s Hall Farm, Glen Kyllachy, Kildrummy, Langhope
Rig, Maerdy, North Hoyle, Screggagh, Slieve Divena, Slieve
Divena 2, South Kyle Wind, Stroupster, Tappaghan, Tom Nan Clach,
Twentyshilling, Windy Rig:
£59,194 income receivable per wind farm per annum
£29,597 expenses payable to the Investment Manager per wind farm
per annum
£29,597 expenses payable to the Administrator per wind farm per annum
1,539,044 769,531 769,531
Braes of Doune, Drone Hill, North Rhins, Sixpenny Wood, Yelvertoft:
£44,396 income receivable per wind farm per annum
£29,597 expenses payable to the Investment Manager per wind farm
per annum
£29,597 expenses payable to the Administrator per wind farm per annum
221,980 147,987 147,987
Dunmaglass Holdco, Stronelairg Holdco:
£8,917 income receivable per wind farm per annum
£nil expenses payable to the Investment Manager per wind farm per annum
£8,917 expenses payable to the Administrator per wind farm per annum
17,834 — 17,834
Bicker Fen, Fenlands:
£3,356 income receivable per wind farm per annum
£3,380 expenses payable to the Investment Manager per wind farm
per annum
£341 expenses payable to the Administrator per wind farm per annum
6,712 6,760 682
Walney Holdco:
£22,434 income receivable per annum
£11,217 expenses payable to the Investment Manager per annum
£11,217 expenses payable to the Administrator per annum
22,434 11,217 11,217
Humber Holdco:
£8,798 income receivable per annum
£nil expenses payable to the Investment Manager per annum
£8,798 expenses payable to the Administrator per annum
8,798 — 8,798
Burbo Bank Extension:
£11,216 income receivable per wind farm per annum
£nil expenses payable to the Investment Manager per wind farm per annum
£11,216 expenses payable to the Administrator per wind farm per annum
11,216 — 11,216
London Array Holdco:
£14,040 income receivable per wind farm per annum
£nil expenses payable to the Investment Manager per annum
£14,040 expenses payable to the Administrator per annum per annum
14,040 — 14,040
London Array:
£20,514 income receivable per wind farm per annum
£nil expenses payable to the Investment Manager per annum
£20,280 expenses payable to the Administrator per annum
20,514 — 20,280
Notes to the Consolidated Financial Statements continued
For the year ended 31December 2024
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
100
For the year ended 31 December 2024
Income
received
£
Expenses paid
to the
Investment
Manager
£
Expenses paid
to the
Administrator
£
SYND Holdco
(1)
:
£12,463 income receivable per wind farm per annum
£nil expenses payable to the Investment Manager per annum
£12,436 expenses payable to the Administrator per annum
12,463 — 12,463
Breeze Bidco
(1)
:
£12,738 income receivable per wind farm per annum
£nil expenses payable to the Investment Manager per annum
£12,738 expenses payable to the Administrator per annum
12,738 — 12,738
Hoylake Wind
(1)
:
£9.089 income receivable per wind farm per annum
£nil expenses payable to the Investment Manager per annum
£9,089 expenses payable to the Administrator per annum
9,089 — 9,089
Total 1,896,861 935,495 1,035,875
(1)
No Management Services Agreement in place. These relate to expenses paid to the Administrator that are recharged to the SPV.
Notes to the Consolidated Financial Statements continued
For the year ended 31December 2024
20. Related party transactions continued
GREENCOAT
UK WIND
101
20. Related party transactions continued
For the year ended 31 December 2023
Income
received
£
Expenses paid
to the
Investment
Manager
£
Expenses paid
to the
Administrator
£
Andershaw, Bin Mountain, Bishopthorpe, Brockaghboy, Carcant,
Church Hill, Cotton Farm, Corriegarth, Crighshane, Douglas West,
Earl’s Hall Farm, Glen Kyllachy, Kildrummy, Langhope Rig, Maerdy,
North Hoyle, Screggagh, Slieve Divena, Slieve Divena 2, Stroupster,
Tappaghan, Tom Nan Clach, Twentyshilling, Windy Rig:
£56,918 income receivable per wind farm per annum
£28,459 expenses payable to the Investment Manager per wind farm
per annum
£28,459 expenses payable to the Administrator per wind farm per annum
1,366,019 683,010 683,010
Braes of Doune, Drone Hill, North Rhins, Sixpenny Wood, Yelvertoft:
£42,688 income receivable per wind farm per annum
£14,229 expenses payable to the Investment Manager per wind farm
per annum
£28,459 expenses payable to the Administrator per wind farm per annum
213,440 71,147 142,293
Dalquhandy:
£32,200 income receivable per annum
£16,100 expenses payable to the Investment Manager per annum
£16,100 expenses payable to the Administrator per annum
32,200 16,100 16,100
Dunmaglass Holdco, Stronelairg Holdco:
£8,574 income receivable per wind farm per annum
£nil expenses payable to the Investment Manager per wind farm per annum
£8,574 expenses payable to the Administrator per wind farm per annum
17,148 — 17,148
Bicker Fen, Fenlands:
£3,274 income receivable per wind farm per annum
£3,274 expenses payable to the Investment Manager per wind farm
per annum
£nil expenses payable to the Administrator per wind farm per annum
6,548 6,548 —
Walney Holdco:
£21,570 income receivable per annum
£10,785 expenses payable to the Investment Manager per annum
£10,785 expenses payable to the Administrator per annum
21,570 10,785 10,785
Humber Holdco:
£8,459 income receivable per annum
£nil expenses payable to the Investment Manager per annum
£8,459 expenses payable to the Administrator per annum
8,459 — 8,459
Burbo Bank Extension:
£6,740 income receivable per annum
£6,740 expenses payable to the Investment Manager per annum
£nil expenses payable to the Administrator per wind farm per annum
6,740 6,740 —
Total 1,672,124 794,330 877,795
Notes to the Consolidated Financial Statements continued
For the year ended 31December 2024
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
102
20. Related party transactions continued
The table below shows dividends received in the year from the Group’s investments.
For the year ended
31 December 2024
£’000
For the year ended
31 December 2023
£’000
Humber Holdco
(1)
36,936 53,436
London Array Holdco
(2)
31,549 —
Clyde 26,085 46,776
Walney Holdco
(3)
22,146 25,298
Stronelairg Holdco
(4)
19,200 26,154
Braes of Doune 15,653 14,361
Stroupster 13,917 6,610
North Hoyle 12,077 14,412
Corriegarth 11,028 13,097
Brockaghboy 10,639 13,804
SYND Holdco
(5)
9,025 9,430
South Kyle Wind 7,850 —
Fenlands
(6)
6,800 9,515
ML Wind
(7)
6,713 10,143
Andershaw 6,650 4,417
Rhyl Flats 5,714 8,258
Tappaghan 5,233 5,017
Little Cheyne Court 4,633 6,437
Cotton Farm 4,543 2,960
Hornsea 1 Holdco
(9)
4,264 16,842
Kildrummy 4,237 2,359
Dunmaglass Holdco
(10)
4,080 11,298
Windy Rig 4,080 5,277
Slieve Divena 4,046 4,345
Hoylake
(8)
3,921 12,583
Langhope Rig 3,879 3,475
Bishopthorpe 3,757 3,944
Crighshane 3,684 2,201
Maerdy 3,594 4,318
Tom nan Clach
(11)
3,260 —
Bicker Fen 3,184 3,770
Slieve Divena 2 3,001 2,732
Glen Kyllachy 2,786 2,131
Earl’s Hall Farm 2,578 1,788
Douglas West 2,547 1,500
Twentyshilling 1,757 4,046
Church Hill 1,662 1,201
Kype Muir Extension 1,585 —
Carcant 1,446 1,340
Bin Mountain 1,384 1,260
Screggagh 1,379 3,404
Dalquhandy 1,107 —
323,609 359,939
(1)
The Group’s investment in Humber Gateway is held through Humber Holdco.
(2)
The Group’s investment in London Array is held through London Array Holdco.
(3)
The Group’s investment in Walney is held through Walney Holdco.
(4)
The Group’s investment in Stronelairg is held through Stronelairg Holdco.
(5)
The Group’s investment in Drone Hill, North Rhins, Sixpenny Wood and Yelvertoft are held through SYND Holdco
(6)
The Group’s investments in Deeping St.Nicholas, Glass Moor, Red House and Red Tile are held through Fenlands
(7)
The Group’s investments in Middlemoor and Lindhurst are held through ML Wind.
(8)
The Group’s investment in Burbo Bank Extension is held through Hoylake.
(9)
The Group’s investment in Hornsea 1 is held through Hornsea 1 Holdco.
(10)
The Group’s investment in Dunmaglass is held through Dunmaglass Holdco.
(11)
The Group’s investment in Tom nan Clach is held through Breeze Bidco.
Notes to the Consolidated Financial Statements continued
For the year ended 31December 2024
GREENCOAT
UK WIND
103
20. Related party transactions continued
The table below shows interest received in the year from the Group’s shareholder loan investments.
For the year ended
31 December 2024
£’000
For the year ended
31 December 2023
£’000
Walney Holdco
(1)
10,733 9,994
Greencoat London Array Holdco
(2)
9,233 2,605
Hoylake
(3)
8,971 10,662
South Kyle 8,034 4,239
Stronelairg Holdco
(4)
5,201 5,197
Clyde 4,291 4,283
Dunmaglass Holdco
(5)
3,350 3,412
Dalquhandy 2,971 —
Windy Rig 2,575 1,850
Corriegarth 2,469 2,805
Twentyshilling 2,395 1,473
Tom nan Clach 2,119 2,890
Andershaw 1,794 1,894
Kype Muir Extension 1,758 —
Slieve Divena 2 1,220 1,340
Douglas West 1,105 2,532
Crighshane 1,093 1,257
Glen Kyllachy 696 2,886
Hornsea 1 Holdco
(6)
689 2,206
Church Hill 409 843
Dalquhandy — 417
71,106 62,785
(1)
The Group’s investment in Walney is held through Walney Holdco.
(2)
The Group’s investment in London Array is held through London Array Holdco.
(3)
The Group’s investment in Burbo Bank Extension is held through Hoylake.
(4)
The Group’s investment in Stronelairg is held through Stronelairg Holdco.
(5)
The Group’s investment in Dunmaglass is held through Dunmaglass Holdco.
(6)
The Group’s investment in Hornsea 1 is held through Hornsea 1 Holdco.
Notes to the Consolidated Financial Statements continued
For the year ended 31December 2024
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
104
20. Related party transactions continued
The table below shows the Group’s shareholder loans with the wind farm investments.
Loans at
1 January
2024
(1)
£’000
Loans
advanced
in the year
£’000
Loan
repayments
in the year
£’000
Loan
interest
capitalised
in the year
£’000
Disposals
made in
the year
£’000
Loans at
31 December
2024
£’000
Accrued
interest at
31 December
2024
£’000
Total
£’000
Andershaw 29,946 — (790) — — 29,156 96 29,252
Church Hill 12,654 — (226) — — 12,428 340 12,768
Clyde 71,503 — — — — 71,503 1,013 72,516
Corriegarth 42,553 — (1,044) — — 41,509 116 41,625
Crighshane 18,527 — (345) — — 18,182 — 18,182
Dalquhandy 40,878 — — — (16,351) 24,527 281 24,808
Douglas West 40,109 — (1,308) — (15,520) 23,281 740 24,021
Dunmaglass Holdco
(2)
56,864 — — — — 56,864 921 57,785
Glen Kyllachy 46,630 — — — — 46,630 2,102 48,732
Hornsea 1 Holdco
(3)
101,331 — (6,708) 5,842 — 100,465 34 100,499
Hoylake
(4)
179,359 — (6,571) 3,007 — 175,795 — 175,795
Kype Muir Extension 30,159 — — — — 30,159 813 30,972
London Array
(5)
133,269 — (5,580) — — 127,689 884 128,573
Slieve Divena 2 20,672 — (647) — — 20,025 — 20,025
South Kyle 206,791 — — — — 206,791 4,374 211,165
Stronelairg 86,619 — — — — 86,619 1,306 87,925
Tom nan Clach 65,824 — (5,220) — — 60,604 93 60,697
Twentyshilling 32,190 — — — — 32,190 — 32,190
Walney Holdco
(6)
172,727 — — — — 172,727 — 172,727
Windy Rig 36,772 — — — — 36,772 — 36,772
1,425,377 — (28,439) 8,849 (31,871) 1,373,916 13,113 1,387,029
(1)
Excludes accrued interest at 31 December 2023 of £7,327,479.
(2)
The Group’s investment in Dunmaglass is held through Dunmaglass Holdco.
(3)
The Group’s investment in Hornsea 1 is held through Hornsea 1 Holdco.
(4)
The Group’s investment in Burbo Bank Extension is held through Hoylake.
(5)
The Group’s investment in London Array is held through London Array Holdco.
(6)
The Group’s investment in Walney is held through Walney Holdco.
21. Ultimate controlling party
In the opinion of the Board, on the basis of the shareholdings advised to them, the Company has no ultimate
controlling party.
22. Subsequent events
On 29 January 2025, the Company announced a dividend of £56.2 million, equivalent to 2.5 pence per share with
respect to the quarter ended 31 December 2024, bringing the total dividend declared with respect to the year
to 31 December 2024 to 10 pence per share. The record date for the dividend was 14 February 2025 and the
payment date is 28 February 2025.
On 15 January 2025, the Company announced that Taraneh Azad will join the Board effective from 1 February 2025.
Post year end, the Company had announced cumulative buybacks of 7.7 million shares between 1 January and
14 February 2025.
Notes to the Consolidated Financial Statements continued
For the year ended 31December 2024
GREENCOAT
UK WIND
105
Company Information
(1)
Appointed to the Board with effect from 1March 2024.
(2)
Retired from the Board with effect from 24April 2024.
(3)
Appointed to the Board with effect from 1February 2025.
Directors (all non-executive)
Lucinda Riches C.B.E (Chairman)
Caoimhe Giblin
Nick Winser C.B.E.
Jim Smith
Abigail Rotheroe
(1)
Martin McAdam
(2)
Taraneh Azad
(3)
Investment Manager
Schroders Greencoat LLP
1 London Wall Place
London
EC2Y 5AU
Administrator and Company Secretary
Ocorian Administration (UK) Limited
Unit 4, The Legacy Building
Northern Ireland Science Park
Queen’s Road
Belfast
BT3 9DT
Depositary
Ocorian Depositary (UK) Limited
Unit 4, The Legacy Building
Northern Ireland Science Park
Queen’s Road
Belfast
BT3 9DT
Registrar
Computershare Limited
The Pavilions
Bridgwater Road
Bristol
BS99 6ZZ
Registered Company Number
08318092
Registered Office
5th Floor
20 Fenchurch Street
London
EC3M 3BY
Registered Auditor
BDO LLP
55 Baker Street
London
W1U 7EU
Joint Broker
RBC Capital Markets
100 Bishopsgate
London
EC2N 4AA
Joint Broker
Jefferies International Limited
100 Bishopsgate
London
EC2N 4JL
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
106
Supplementary Information (unaudited)
Under the Alternative Investment Fund Manager
Regulations 2013 (as amended) the Company is a
UK AIF and the Investment Manager is a full scope
UKAIFM.
Ocorian Depositary (UK) Limited provides depositary
services under the AIFMD.
The AIFMD outlines the required information which
has to be made available to investors prior to investing
in an AIF and directs that material changes to this
information be disclosed in the Annual Report of the
AIF. There were no material changes in the year.
All information required to be disclosed under the
AIFMD is either disclosed in this Annual Report or
is detailed within a schedule of disclosures on the
Company’s website at www.greencoat-ukwind.com.
The Investment Manager covers the potential
professional liability risks resulting from its activities by
holding professional indemnity insurance in accordance
with Article9(7)(b)of AIFMD.
The Investment Manager is one of Europe’s leading
renewable investment managers, which employs over
120 professionals and has over £9.5 billion of assets
under management. The Investment Manager is
75per cent owned by Schroders Group PLC, founded
over 200 years ago, and managing over £777 billion
of assets (as of 30 September 2024) with over 6,000
staffglobally.
The information in this paragraph relates to the
Investment Manager, the AIFM, and its subsidiary
company providing services to the AIFM and it does
not relate to the Company. The total amount of
remuneration paid by the Investment Manager, in its
capacity as AIFM, to its 124 staff for the financial year
ending 31December 2024 was £29.7million, consisting
of £19.2 million fixed and £10.5 million variable
remuneration. The aggregate amount of remuneration
for the 14 staff members of the Investment Manager
constituting senior management and those staff whose
actions have a material impact on the risk profile of the
Company was £4.2million. These figures relate to the
Investment Manager’s entire AIFM business and not to
the Company.
GREENCOAT
UK WIND
107
EU SFDR Disclosures (unaudited)
Annex V
Template periodic disclosure for the financial products referred to in
Article9, paragraphs 1 to 4a, of Regulation (EU) 2019/2088 and Article5,
first paragraph, of Regulation (EU) 2020/852
Product name: Greencoat UK Wind PLC (the “Company”)
Legal entity identifier: 213800ZPBBK8H51RX165
Sustainable investment objective
Did this financial product have a sustainable investment objective? (tick and
fill in as relevant, the percentage figure represents the minimum commitment to
sustainableinvestments)
l l
3
YES
3
It made sustainable investments with
an environmental objective: 99%
3
in economic activities that qualify
as environmentally sustainable
under the EU Taxonomy
in economic activities that do
not qualify as environmentally
sustainable under the EU Taxonomy
l l
NO
It promoted Environmental/Social
(E/S) characteristics and while it did
not have as its objective a sustainable
investment, it had a proportion of
___%of sustainable investments
with an environmental objective in
economic activities that qualify as
environmentally sustainable under
the EU Taxonomy
with an environmental objective
in economic activities that do
not qualify as environmentally
sustainable under the EU Taxonomy
with a social objective
It made sustainable investments with
a social objective: ___%
It promoted E/S characteristics, but did
not make any sustainable investments
To what extent was the sustainable investment objective of this financial product met?
The Company invests in operating UK wind farms, supporting the transition to Net Zero.
The Company’s aim is to provide investors with an annual dividend per Ordinary Share
that increases in line with RPI inflation while preserving the capital value of its investment
portfolio on a real basis over the long term, through re-investment of excess cashflow.
The Company has sustainable investment as its objective within the meaning of Article9
SFDR. More specifically, the Company is intended to contribute to the environmental
objective of climate change mitigation on the basis of the activities of the assets targeted
by the Company, which are wind power generation assets that help to facilitate the
transition to a low-carbon economy.
The Company does not have a carbon reduction objective and has not designated a
reference benchmark for the purpose of attaining the sustainable investment objective.
As at 31December 2024, the Company’s portfolio comprises interests in 49 operating
wind farms totalling 1,983MW capacity.
Sustainability indicators
measure how the
sustainable objectives
ofthis financial product
are attained.
Sustainable investment
means an investment
in an economic activity
that contributes to an
environmental or social
objective, provided
that the investment
does not significantly
harm any environmental
or social objective
and that the investee
companies follow good
governancepractices.
The EU Taxonomy is a
classification system laid
down in Regulation (EU)
2020/852 establishing a
list of environmentally
sustainable economic
activities. That
Regulation does not lay
down a list of socially
sustainable economic
activities. Sustainable
investments with an
environmental objective
might be aligned with
the Taxonomy or not.
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
108
EU SFDR Disclosures (unaudited) continued
These sustainable investments contribute to the Company’s sustainable investment
objective as the electricity generated from wind farms can be used in place of non-
renewable energy sources, thereby helping to stabilise greenhouse gas concentrations
in the atmosphere and contributing to climate change mitigation. These investments are
considered environmentally sustainable in accordance with the technical screening criteria
of the EU Taxonomy relating to the environmental objective of climate change mitigation
and electricity generation from wind power.
l How did the sustainability indicators perform?
The sustainability indicators used to measure attainment of the sustainable investment
objective of the Company performed as follows in the reporting period:
• Renewable energy generated: 5,484GWh
• Greenhouse gas emissions
(1)
avoided: 2.2 million tonnes CO
2
e
• Equivalent number of homes powered
(2)
: 2.0million
l …and compared to previous periods?
Sustainability Indicator 2024 2023
Renewable electricity generated (GWh) 5,484 4,743
Greenhouse gas emissions avoided (tCO
2
) 2.2 million 1.9million
Equivalent number of homes powered 2.0million 1.8million
All indicators increased year-on-year reflecting the increase in operating capacity of
the Group in previous years resulting from new investments.
l How did the sustainable investments not cause significant harm to any sustainable
investment objective?
The Investment Manager has sought to ensure that the Company’s sustainable
investments cause no significant harm to any sustainable investment objective
by predominately investing in operating wind farms and by actively engaging and
managing sustainability risks and opportunities for the Company and its investments
prior to investment and on an ongoing basis once an investment has been made.
Prior to each investment, the Investment Manager’s Investment Committee, responsible
for the Company, considered the Company’s investment policy, investment restrictions
and the Company’s ESG Policy (a copy of which can be found on the Company’s
website, as well as the sustainability risks and opportunities identified during due
diligence (including by means of an ESG checklist).
Each investment made is held through SPVs and the Investment Manager has
appointed senior representatives to each of the boards of those SPVs to oversee all
major strategic and operational decisions.
Sustainability risks and opportunities have been fully embedded into the risk
management framework at both Company and asset SPV level. A risk matrix has
been set up for each new SPV, which includes sustainability risks, and assesses risks
(in respect of the likelihood of its occurrence and the impact of its occurrence) on a
numerical scale.
(1)
Estimated GHG emissions avoided are calculated assuming that the renewable wind power generated
replaces the marginal generator (i.e., the generation that is most likely to be displaced as the next dispatch
option in the electricity system) in each region. In the UK, this assumes CCGT generation as the marginal
generator. The “Operating margin” approach is the preferred option under PCAF guidance for measuring
carbon avoided. Carbon emissions factors (gCO
2
/kWh) for the marginal generator in each region is sourced
from an IEA dataset (2024).
(2)
Calculated based on average household consumption estimates. In the UK, this was 2.7MWh/annum (OFGEM).
Principal adverse
impacts are the
most significant
negative impacts of
investment decisions
on sustainability
factors relating to
environmental, social
and employee matters,
respect for human
rights, anti-corruption
and anti-bribery matters.
GREENCOAT
UK WIND
109
EU SFDR Disclosures (unaudited) continued
l How did the sustainable investments not cause significant harm to any sustainable
investment objective? continued
Ongoing sustainability risks for the portfolio were monitored, managed and reported
on by the Investment Manager to the Company’s Board of Directors which has overall
responsibility for the activities of the Company and its investments.
During 2024, there were no reportable environmental incidents across the portfolio.
Specifically with regards to health and safety, there were 535 workdays lost to injuries
(based on 6reportable lost time incidents
(1)
). The Investment Manager continues its
focus on managing health and safety risks including regular training for asset managers
and O&M partners teams to promote a culture of reporting to improve awareness and
openness on the management of health and safety at sites. The Investment Manager
will continue to monitor health and safety performance of all sites closely, in line with
its ESG Policy commitments.
In addition, the Company complied with the principles of good governance contained
in the AIC Code, which ensures the Company is in accordance with the requirements
of the UK Corporate Governance Code and provides a framework of best practice for
listed investment companies.
l How were the indicators for adverse impacts on sustainability factors taken into
account?
The Investment Manager considers the Principal Adverse Impacts (“PAIs”) of its
investment decisions relating to the Company on sustainability factors and this informs
its approach to long term investment stewardship and stakeholder engagement.
As the Company predominantly targets investments in operating UK wind farms, the
PAIs that are most relevant to the Company include (but are not limited to):
• Greenhouse gas emissions (Table 1 RTS: PAIs 1-6); and
• Number of workdays lost to injuries, accidents, or illness (Table 3 RTS: PAI 3)
The Investment Manager sought to mitigate the impact of the PAIs and other indicators
considered in relation to the Company firstly by implementing the Company’s
ESG Policy, which has been developed in line with the Investment Manager’s own
ESG Policy. This sets guidance and principles for integrating sustainability across
the Company’s business and looks to establish best practice in climate related risk
management, reporting and transparency. It outlines areas of focus for wind power
generation assets including management of environmental performance, workplace
standards, health and safety practices, governance (including compliance with
applicable laws and regulations) and local community engagements. It also includes a
list of key performance indicators that are monitored and reported on (as appropriate).
Sustainability factors were considered prior to investment as part of early stage
screening, detailed due diligence and the Investment Committee’s decision making,
and are managed post acquisition in accordance with the Investment Manager’s wider
asset management practices.
A statement on principal adverse impacts on sustainability factors (the “PAI
Statement”), including the list of PAI indicators and associated metrics considered in
relation to the Company, can be found on the Company’s website.
The Investment Manager considers the impacts reported within the PAI Statement
do not constitute significant harm to any sustainable investment objective, as further
described in the PAI Statement.
(1)
Note that the workdays lost figure reported here (535) reflects all workdays lost associated with portfolio
assets. This differs from the figure reported in the Table 3 RTS, PAI 3 (154) which, under the SFDR methodology,
is expressed as a “weighted average” thereby applying the Company ownership to workdays lost.
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
110
l Were sustainable investments aligned with the OECD Guidelines for Multinational
Enterprises and the UN Guiding Principles on Business and Human Rights?
Details:
Yes – the Investment Manager believes that the Company’s sustainable investments
were aligned with the OECD Guidelines for Multinational Enterprises and the UN
Guiding Principles on Business and Human Rights (the “Minimum Safeguards”).
During 2024, the Investment Manager conducted initial due diligence (for new
investments) and ongoing monitoring (for existing investments) of the SPVs in which the
underlying wind assets are held to ensure their alignment with the Minimum Safeguards.
Further, the Investment Manager ensured that the key service providers involved in the
operations, maintenance and management of the SPVs acquired in 2024 comply with
all applicable laws, rules, regulations and overarching principles in the countries where
they operate. This covers anti bribery and corruption, financial crime, data protection
and employment and health and safety laws (including those relating to human rights,
human trafficking, modern slavery, and public safety). This was achieved, where
possible, through the application of the Investment Manager’s ‘Code of Conduct’
Side Letter. The Supplier Code of Conduct was updated during the year to ensure
Minimum Safeguards were fully incorporated or otherwise provided for in the key
service provider contracts. Roll out of the updated Code of Conduct and monitoring
of this by the Investment Manager’s risk function started in 2024.
There has been no material change to any existing service providers, or any reports by
the SPVs of any misalignment to the Minimum Safeguards.
For more information on how the sustainable investment objective of this financial
product was met, please refer to the Company’s ESG Report which can be found on
the Company’s website.
How did this financial product consider principal adverse impacts on sustainability
factors?
See the response to the question above “How were the indicators for adverse impacts on
sustainability factors taken into account.”
What were the top investments of this financial product?
Largest investments Sector % Assets Country
Hornsea 1 Wind 16% UK
Humber Gateway Wind 9% UK
London Array Wind 8% UK
South Kyle Wind 7% UK
Clyde Wind 7% UK
Walney Wind 7% UK
Stronelairg Wind 5% UK
Corriegarth Wind 4% UK
Brockaghboy Wind 3% UK
Burbo Bank Extension Wind 3% UK
What was the proportion of sustainability related investments?
l What was the asset allocation?
Investments
#1 Sustainable
99%
Environmental
99%
Taxonomy-
aligned (99%)
#2 Not
sustainable 1%
The list includes the
investments constituting
the greatest proportion
of investments of the
financial product during
the reference period:
Asset allocation
describes the share of
investments in specific
assets.
#1 Sustainable
covers sustainable
investments with
environmental or
social objectives.
#2 Not sustainable
includes investments
which do not qualify
as sustainable
investments.
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l In which economic sectors were the investments made?
All of the Company’s investments are in the economic sector “electricity generation
from wind power” (activity 4.3 of the Climate Change Mitigation Technical Screening
Criteria).
To what extent were sustainable investments with an environmental objective aligned
with the EU Taxonomy?
l Did the financial product invest in fossil gas and/or nuclear energy related
activities complying with the EU Taxonomy
1
?
The Company did not make any investments in fossil gas or nuclear energy activities.
In line with its Investment Policy, the Company will only invest in UK wind farms.
The graphs below show in green the percentage of investments that were aligned
with the EU Taxonomy. As there is no appropriate methodology to determine the
taxonomy alignment of sovereign bonds*, the first graph shows the Taxonomy
alignment in relation to all the investments of the financial product including sovereign
bonds, while the second graph shows the Taxonomy alignment only in relation to the
investments of the financial product other than sovereign bonds.
1. Taxonomy-alignment of investments 2. Taxonomy-alignment of investments
including sovereign bonds* excluding sovereign bonds*
Turnover
CapEx
OpEx
Taxonomy aligned investments
Other investments
0% 20% 40% 60% 80% 100%
100%
100%
100%
Turnover
CapEx
OpEx
Taxonomy aligned investments
Other investments
0% 20% 40% 60% 80% 100%
100%
100%
100%
*For the purpose of these graphs, ‘sovereign bonds’ consist of all sovereign exposures.
l What was the share of investments made in transitional and enabling activities?
All activities of the Company are low carbon activities so the share of investments in
transitional and enabling activities is zero.
l How did the percentage of investments aligned with the EU Taxonomy compare
with previous reference periods?
The percentage of investments aligned with the EU Taxonomy remained at 100 per
cent. The Company only invests in wind assets and has policies in place to prevent
significant harm and to ensure Minimum Safeguards, so this is not expected to change.
(1)
Fossil gas and/or nuclear related activities will only comply with the EU Taxonomy where they contribute
to limiting climate change (“climate change mitigation”) and do no significant harm to any EU Taxonomy
objective – see explanatory note in the left hand margin. The full criteria for fossil gas and nuclear energy
economic activities that comply with the EU Taxonomy are laid down in the Commission Delegated Regulation
(EU) 2023/1214
Taxonomy-aligned
activities are expressed
as a share of:
• turnover reflecting
the share of
revenue from green
activities of investee
companies.
• capital expenditure
(CapEx) showing the
green investments
made by investee
companies, e.g. for a
transition to a green
economy.
• operational
expenditure
(OpEx) reflecting
green operational
activities of investee
companies.
EU SFDR Disclosures (unaudited) continued
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
112
What was the share of sustainable investments with an environmental objective that
were not aligned with the EU Taxonomy
There was no share of sustainable investments with an environmental objective that were
not aligned with the EU Taxonomy. 100 per cent of the Company’s sustainable investments
are in wind generation assets which are considered aligned with the EU Taxonomy in
accordance with the relevant Technical Screening Criteria for climate change mitigation
(activity 4.3).
What was the share of socially sustainable investments?
0 per cent of the Company’s investments are socially sustainable investments. The Company
does not target sustainable investments with a social objective.
What investments were included under “not sustainable”, what was their purpose
and were there any minimum environmental or social safeguards?
The investments included under “#2 Not sustainable” comprise cash collateral reserves (to
the extent not generated from sustainable investments).
In 2024, “not sustainable” assets were 1 per cent of the Company’s NAV and reflected cash
collateral reserves and interest rate swap values. Given the purpose of these investments,
there were no minimum environmental and social safeguards applied to such investments.
What actions have been taken to attain the sustainable investment objective during
the reference period?
The Investment Manager sought to attain the Company’s sustainable investment objective
by implementing the binding elements described in the Company’s pre contractual
disclosures (Annex 3 RTS) on a continuous basis, and by integrating sustainability risks in
its investment decision making as described above: “How did the sustainable investments
not cause significant harm to any sustainable investment objective?”.
The Company continues to invest in further operating wind farms and in construction
projects to increase its renewable energy generation capacity.
In 2024, the Investment Manager continued to enhance its processes to measure and
monitor the application of the binding elements. For example, the Investment Manager’s
Supplier Code of Conduct side letter was updated in 2024 to ensure the adherence of
key service providers to standards expected under Minimum Safeguards. The Investment
Manager also integrated the Schroders Global Norms Breach List and a third party ESG
controversy identification tool into pre investment due diligence and ongoing monitoring
processes in 2024 to further enhance the assessments of key service providers against
Minimum Safeguards.
Further, the Investment Manager continued to engage with stakeholders relevant to
the Group’s portfolio to ensure its renewable investments positively impact the local
communities in which they operate. Sustainability related risks and challenges were
regularly discussed within the Investment Manager’s asset management teams, which were
also reported to and discussed with the Board through regular meetings and specific risk
register review discussions. Key sustainability factors such as those relating to health and
safety, compliance with environmental standards and stakeholder relations were regularly
discussed and documented.
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How did this financial product perform compared to the reference sustainable
benchmark?
Not applicable (N/A) as the Company does not have a carbon reduction objective and is
not managed against a reference benchmark
l How did the reference benchmark differ from a broad market index?
N/A
l How did this financial product perform with regard to the sustainability indicators
to determine the alignment of the reference benchmark with the sustainable
investment objective?
N/A
l How did this financial product perform compared with the reference benchmark?
N/A
l How did this financial product perform compared with the broad market index?
N/A
EU SFDR Disclosures (unaudited) continued
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
114
Statement on principal adverse impacts “PAIs” of investment decisions
on sustainability factors
Financial Product:
Greencoat UK Wind PLC (LEI: 213800ZPBBK8H51RX165) (the “Company”), managed by Schroders Greencoat
LLP (the “Investment Manager”)
1. Summary
The Investment Manager considers PAIs of its investment decisions on sustainability factors in relation to the
Company. The present statement is the consolidated statement on PAIs on sustainability factors of the Company.
This statement on principal adverse impacts on sustainability factors of the Company covers the reference period
from 1January to 31December 2024.
The adverse sustainability indicators applicable to investee companies considered by the Investment Manager are
summarised in the table below (including the relevant table and number associated with the adverse sustainability
indicators listed in Annex I of the RTS
(1)
).
Theme Adverse Sustainability Indicator
RTS
Annex I
Table
RTS
Annex I
Number
Climate and other
environment-related
indicators
Greenhouse gas (“GHG”) emissions 1 1
Carbon footprint 1 2
GHG intensity of investee companies 1 3
Exposure to companies active in the fossil fuel sector 1 4
Share of non-renewable energy consumption and production 1 5
Energy consumption intensity per high impact climate sector 1 6
Emissions to water 1 8
Hazardous waste and radioactive waste ratio 1 9
Natural species and protected areas 2 14
Social and
employee, respect
for human rights,
anti corruption and
anti bribery matters
Violations of UN Global Compact principles and Organisation
for Economic Cooperation and Development (OECD)
Guidelines for Multinational Enterprises 1 10
Lack of processes and compliance mechanisms to monitor
compliance with UN Global Compact principles and OECD
Guidelines for Multinational Enterprises 1 11
Exposure to controversial weapons (anti-personnel mines,
cluster munitions, chemical weapons and biological weapons) 1 14
Number of days lost to injuries, accidents, fatalities or illness 3 3
Lack of a supplier code of conduct 3 4
Lack of anti corruption and anti bribery policies 3 15
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115
2. Description of the PAIs on sustainability factors
Adverse sustainability indicator Metric
Impact
2024
Impact
2023 Explanation
Actions taken,
and actions planned
and targets set for the
next reference period
Greenhouse
gas emissions
1. GHG emissions Scope 1 GHG
emissions
262 tonnes
of CO
2
13 tonnes
of CO
2
Carbon footprint
indicators are
measured in line with
the industry standard
GHG Protocol based
on an equity control
approach, meaning
emissions from the
Group’s operations are
weighted according
to the Group’s SPV
ownership interest.
Scope emissions
calculations are
verified by third party
consultants.
Scope 3 emissions
include all sources not
within the Company’s
Scope 1 and 2
boundary and include,
inter alia, emissions
arising from the
construction of each
wind farm acquired
in 2024, including
those emissions
associated with
the manufacturing
and transport of
all equipment and
material, before
the wind farm was
commissioned as
well as the expected
spare part provision
throughout its lifetime.
The GHG emissions of
the Company decreased
year on year. For more
information on changes
in emissions, see the
Historical Comparison
section on page 120.
The Investment Manager
continued its work to
switch more import
electricity contracts
to renewable energy
sources. The main driver
of change, however,
related to no acquisitions
having taken place in
the year (accounted for
under Scope 3 capital
goods).
Scope 2 GHG
emissions
731 tonnes
of CO
2
(market-based)
1,969 tonnes
of CO
2
(location-based)
1,485 tonnes
of CO
2
(market-based)
2,162 tonnes
of CO
2
(location-based)
Scope 3 GHG
emissions
19,047 tonnes
of CO
2
261,138 tonnes
of CO
2
Total GHG emissions 20,040 tonnes
of CO
2
262,637 tonnes
of CO
2
2. Carbon footprint Carbon footprint 3.46 tonnes
of CO
2
/£million
invested
42.9 tonnes
of CO
2
/£million
invested
3. GHG intensity
of investee
companies
GHG intensity of
investee companies
73 tonnes
of CO
2
/£million
revenue
535 tonnes
of CO
2
/£million
revenue
4. Exposure to
companies
active in the
fossil fuel sector
Share of investments in
companies active in the
fossil fuel sector
0% 0% The Group does not
have any exposure to
the fossil fuel sector
and will only invest
in UK wind farms in
accordance with its
Investment Objective
and Investment Policy.
The Investment
Manager continues to
screen all investments
against the exclusion
list in its ESG Policy as
part of initial investment
screening.
5. Share of non
renewable
energy
consumption
and production
Share of non
renewable energy
consumption and non
renewable energy
production of investee
companies from non
renewable energy
sources compared
to renewable energy
sources, expressed as
a percentage of total
energy sources
Production
share: 0% non
renewable.
Consumption
share: 32% non
renewable.
Production
share: 0% non
renewable.
Consumption
share: 42% non
renewable.
The Group’s wind
farm portfolio
generates fully
renewable electricity.
These assets
consume electricity
in the generation of
renewable electricity.
With regards to non-
renewable energy
consumption, see the
comment in relation to
PAIs 1-3 above
6. Energy
consumption
intensity per
high impact
climate sector
Energy consumption in
MWh permillion GBP
of revenue of investee
companies, per high
impact climate sector
0.02 MWh/£m
revenue
0.02 MWh/£m
revenue
Energy consumed
reflects electricity
imported by the
assets.
EU SFDR Disclosures (unaudited) continued
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
116
Adverse sustainability indicator Metric
Impact
2024
Impact
2023 Explanation
Actions taken,
and actions planned
and targets set for the
next reference period
Water 7. Emissions to
water
Tonnes of emissions
to water generated by
investee companies
permillion GBP
invested, expressed as
a weighted average
0 0 Emissions to water
reflect any emissions
reported by the assets.
Waste 8. Hazardous waste
and radioactive
waste ratio
Tonnes of hazardous
waste and radioactive
waste generated by
investee companies
permillion GBP
invested, expressed as
a weighted average
0 0 Hazardous and
radioactive waste
reflect any waste
reported by the assets.
Social and
employee
matters
9. Violations of UN
Global Compact
principles and
Organisation
for Economic
Cooperation and
Development
(OECD)
Guidelines for
Multinational
Enterprises
Share of investments
in investee companies
that have been
involved in violations
of the UNGC principles
or OECD Guidelines
for Multinational
Enterprises
0% Data not
available
The Investment
Manager assesses the
Group’s SPVs and their
key service providers
for potential violations
of UNGC Principles
and OECD Guidelines.
This is done through
pre investment due
diligence and ongoing
monitoring of SPVs
and of their key service
providers to ensure
they are not listed on
the Schroders Global
Norms Breach List or
flagged for potential
breaches via a third
party ESG controversy
data provider.
In 2024, the Investment
Manager integrated the
Schroders Global Norms
Breach List and a third
party ESG controversy
monitoring solution to
assess adherence of
investments (via SPVs
and their key service
providers) to global
norms.
10. Lack of
processes and
compliance
mechanisms
to monitor
compliance
with UN Global
Compact
principles
and OECD
Guidelines for
Multinational
Enterprises
Share of investments
in investee companies
without policies to
monitor compliance
with the UNGC
principles or
OECD Guidelines
for Multinational
Enterprises or
grievance/complaints
handling mechanisms
to address violations of
the UNGC principles
or OECD Guidelines
for Multinational
Enterprises
0% Data not
available
To ensure investments
have policies in place
for compliance with the
UNGC Principles and
OECD Guidelines, the
Investment Manager
requires SPVs to adopt
the Manager’s ESG
Policy. TheInvestment
Manager also requires
all key service
providers to adopt the
Investment Manager’s
‘Code of Conduct
Side Letter’ (or an
equivalent standard).
All SPVs have adopted
the Manager’s
ESGPolicy.
The Investment
Manager updated
its Supplier Code
of Conduct in 2024.
Work is underway in
2025 to ensure all key
service providers to the
Company have either
adopted the updated
Code of Conduct or
have an equivalent
inplace.
11. Exposure to
controversial
weapons
(anti-personnel
mines, cluster
munitions,
chemical
weapons and
biological
weapons)
Share of investments
in investee companies
involved in the
manufacture or selling
of controversial
weapons
0% 0% Exposure to
controversial weapons
is not within the
Company’s Investment
Objective and not
permissible within its
Investment Policy.
The Investment
Manager continues to
screen all investments
against the exclusion
list in its ESG Policy as
part of initial investment
screening.
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Adverse sustainability indicator Metric
Impact
2024
Impact
2023 Explanation
Actions taken,
and actions planned
and targets set for the
next reference period
Water, waste
and material
emissions
12. Natural species
and protected
areas
Share of investments
in investee companies
whose operations
affect threatened
species
Share of investments
in investee companies
without a biodiversity
protection policy
covering operational
sites owned,
leased, managed
in a protected area
or an area of high
biodiversity value
outside protected areas
0%
0%
0%
0%
Investments are
assessed to ensure
that environmental
impact assessments or
equivalent are carried
out for all assets as
part of pre-investment
due diligence. If any
impacts are identified
through this process,
a habitat management
plan, or equivalent,
is introduced to
ensure that any
potential impacts
are appropriately
addressed or mitigated
to prevent affecting
threatened species.
The asset management
teams monitor
adherence of all SPVs
to habitat management
plans, where relevant.
Assessed as a
percentage of SPV
investments without
habitat management
plans, or any
environmental planning
requirements, in
place, if required as
a result of planning
obligations or potential
impacts identified
by environmental
impact assessments or
equivalent
All habitat management
plans are agreed for
relevant sites to ensure
that the environment in
and surrounding each
wind farm is carefully
protected.
The Investment
Manager continues
to carry out due
diligence on new
investments relating
to environmental and
biodiversity related
risks and is committed
to implementing any
regulatory obligations
regarding habitat
and environmental
management.
There was and
continues to be a
strong commitment
to continuous
improvement of
environmental
management.
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Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
118
Adverse sustainability indicator Metric
Impact
2024
Impact
2023 Explanation
Actions taken,
and actions planned
and targets set for the
next reference period
Social and
employee
matters
13. Number of
days lost
to injuries,
accidents,
fatalities or
illness
Number of workdays
lost to injuries,
accidents, or illness in
investee companies
154 30 A set of KPIs, including
workdays lost, to
improve health and
safety management
and performance
is monitored
continuously. These are
reported at least on a
monthly basis directly
to the Investment
Manager, the Directors
of the SPVs, and the
Board.
The Investment
Manager has stringent
health and safety
policies and processes
in place and a
member of the asset
management team is
nominated as a Director
for each company.
Asset Management
teams are responsible
for the day-to-day
implementation and
monitoring of health
and safety audits and
initiatives. Our Board
also reviews health and
safety matters at each of
its scheduled meetings.
The Investment
Manager continued to
apply the policies and
processes referenced
above in 2024 and will
continue to apply these
in 2025, using learnings
from audits and trend
reports to continue to
enhance its approach.
14. Lack of a
supplier code
of conduct
Share of investments
in investee companies
without any supplier
code of conduct
(against unsafe working
conditions, precarious
work, child labour and
forced labour)
Data not
available
Data not
available
The Manager requires
all key service providers
of its SPVs to adopt the
Investment Manager’s
‘Code of Conduct
Side Letter’ (or an
equivalent standard).
The Investment
Manager updated
its Supplier Code
of Conduct in 2024.
Work is underway in
2025 to ensure all key
service providers to the
Company have either
adopted the updated
Code of Conduct or
have an equivalent in
place.
Anti
corruption
and anti
bribery
15. Lack of anti
corruption and
anti bribery
policies
Share of investments in
entities without policies
on anti corruption and
anti bribery consistent
with the United Nations
Convention against
Corruption
0% 0% Upon acquisition, all
wholly owned SPV’s
adopt the policies of
the Company including
anti corruption and
anti-bribery. These
policies are regularly
reviewed by legal
experts and are
updated for new
legislation and new
geographies.
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3. Description of policies to identify and prioritise principal adverse impacts on sustainability factors
The Investment Manager seeks to mitigate the impact of PAIs and other indicators considered in relation to
the Company initially by implementing the Company’s ESG Policy. The Company’s ESG Policy, which has been
developed in line with the Investment Manager’s ESG Policy (a copy of which can be found on the Investment
Manager’s website), sets guidance and principles for integrating sustainability across the Company’s business and
looks to establish best practice in climate related risk management, reporting and transparency. It outlines areas
of focus for wind farms including environment, workplace standards, health and safety practices, governance
(including compliance with applicable laws and regulations) and local community engagement. It also includes
a list of KPIs that are monitored and reported on as appropriate. Sustainability factors are considered prior to
investment as part of early stage screening, detailed due diligence and the Investment Manager’s Investment
Committee’s decision making, and managed, post acquisition, in accordance with the Investment Manager’s
wider asset management practices.
The Company’s ESG Policy is reviewed annually by the Investment Manager’s ESG Committee and approved by
the Board. It was last approved in November 2024.
In implementing its approach to integrating sustainability and the consideration of PAIs on sustainability
factors, the Investment Manager does not rely on a dedicated team, but rather responsibilities are shared on a
holisticbasis:
• the investment and asset management team (as the first line of defence) who embed sustainability practices
(including the consideration of PAIs on sustainability factors) into their investment decision making and
ongoing management of the assets;
• a dedicated ESG Committee focused on developing the ESG Policy with support from the sustainability team;
• the Investment Committees; and
• a Valuation Committee independent of portfolio management and the Investment Manager’s Risk Management
Committee (as overseen by the AIFM).
Sustainability related risks and challenges are regularly discussed within the Investment Manager’s asset
management team and are also reported to and discussed with the Board at quarterly meetings. A specific risk
matrix is also reviewed and approved on an annual basis by the Board. Key sustainability factors such as those
relating to health and safety, compliance with environmental standards and stakeholder relations are regularly
discussed and documented.
The boards of each SPV are responsible for ensuring sustainability factors are considered in the context of the
operational performance, business objectives and broader stakeholder relationships. During the holding period,
representatives of the Investment Manager will take one or more seats on the board of each SPV and will oversee
all major strategic and operational decisions. Given this structure, outside health and safety risks and organisational
(including governance) risks within the SPVs are limited. None of the SPVs have employees or management teams
and therefore any employee related social factors are focused on the third party service providers.
The Investment Manager’s ESG Committee is responsible for (i) determining the ESG Policy and reviewing it
regularly to ensure it remains relevant to evolving conditions, (ii) developing and evolving sustainability integration
practices for material sustainability factors within the different businesses and assets, (iii) leveraging existing
resources and research capabilities on sustainability related topics for the benefit of the investment management
team, and (iv) promoting education and awareness of sustainability trends and developments and sharing
bestpractice.
The Investment Manager uses information provided directly from wind farm SPVs in relation to the PAIs. In order
to ensure data quality, the Investment Manager works with specialist external advisers, such as environmental
consultants. These advisers review the Investment Manager’s methodologies for identifying and prioritising PAIs
and advise on industry best practices.
EU SFDR Disclosures (unaudited) continued
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120
3. Description of policies to identify and prioritise principal adverse impacts on sustainability factors
continued
The data collected as described above is processed as follows:
• KPI data is sourced directly from SPVs and supplemented by specialist external advisers such as environmental
consultants, as required;
• operations and maintenance service providers used by the SPVs report to the Investment Manager, on a
monthly basis, on a standard set of KPIs and qualitative factors, such as health and safety, compliance with
relevant laws and regulations, local community engagement and habitat management, where relevant; and
• carbon footprint indicators are measured in line with the industry standard GHG Protocol based on an equity
control approach, meaning emissions from the Company’s operations are weighted according to the Company
or its SPV’s ownership interest. Scope emissions calculations are carried out by third party consultants.
In some instances, the Company may need to use estimates or proxy data. Where estimated data is used it will
typically represent the minority of data used and will be based upon reasonable assumptions and appropriate
comparators. The Board and the Investment Manager will act reasonably in using estimated or proxy data. As
the use of such data will vary on a case by case basis, it is not possible to provide a proportion of estimated data.
Engagement policies
The Company is committed to engaging with all stakeholders relevant to its portfolio to ensure its renewable
investments positively impact the communities in which they operate. The Board and Investment Manager
recognise that engagement is critical to long term sustainable investment and seek to build strong, long term
relationships with high quality, experienced counterparties to give consistency of service and standards.
References to international standards
The Company proactively engages with the following responsible business codes and/or internationally recognised
standards to promote sustainable investment practices, as discussed in the Company’s ESG report available on
its website:
1. Task Force on Climate-Related Financial Disclosures (“TCFD”)
Relevant for Table 1, PAI 1-5 (Greenhouse gas emissions)
The Company aligns with the TCFD recommendations and makes disclosures in the Strategic Report on pages30
to 36. These disclosures report on climate change related impacts, opportunities and risks to the Company. Given
the Company’s long term investment perspective, the Board and the Investment Manager constantly assess the
risks its portfolio might be exposed to and factors them into decision making and risk monitoring.
Historical comparison
Please refer to Table 1 for historical data comparison.
Specifically in relation to health and safety, in 2024 there were 535
(2)
workdays lost to injuries (based on 6 reportable
lost time incidents) in 2024, of which 333 workdays lost were associated with one incident. The Investment
Manager continues its focus on managing health and safety risks including regular training for asset managers
and O&M partners to promote a culture of reporting to improve awareness and openness on the management of
health and safety at sites. The Manager will continue to monitor health and safety performance of all sites closely,
in line with its ESG Policy commitments.
The Company had a 92 per cent decrease in scope 1-3 emissions year on year. The decrease was primarily driven
by the fact the no new assets were invested in by the Company resulting in capital goods associated embodied
carbon emissions dropping from 240,000tCO
2
in 2023 to zero in 2024. Omitting capital goods, the Company’s
emissions decreased by 11 per cent. Scope 1 emissions increased due to more SF6 leaks being reported compared
to last year. Market based Scope 2 emissions fell by 50 per cent partly as a result of continued work to switch
electricity import contracts to renewable energy tariffs. The Investment Manager will continue to consider the
carbon emissions associated with the Company's portfolio and potential opportunities to reduce these, whilst
continuing in its focus to maximise renewable energy generation.
EU SFDR Disclosures (unaudited) continued
(2)
Note that the workdays lost figure reported here (535) reflects all workdays lost associated with portfolio assets. This differs from the figure
reported in the Table 3 RTS, PAI 3 (154) which, under the SFDR methodology, is expressed as a “weighted average” thereby applying the
Company ownership to workdays lost.
GREENCOAT
UK WIND
121
Annex
Defined terms used in this statement
For the purposes of this statement, the following definitions shall apply:
(1) Scope 1, 2 and 3 GHG emissions means the scope of greenhouse gas emissions referred to in points
(1)(e)(i) to (iii) of Annex III to Regulation (EU) 2016/1011 of the European Parliament and of the Council
(2)
;
(2) Greenhouse gas (“GHG”) emissions means greenhouse gas emissions as defined in Article 3, point (1), of
Regulation (EU) 2018/842 of the European Parliament and of the Council
(3)
;
(3) Weighted average means a ratio of the weight of the investment by the financial market participant in a
investee company in relation to the GAV of the investee company;
(4) Companies active in the fossil fuel sector means companies that derive any revenues from exploration,
mining, extraction, production, processing, storage, refining or distribution, including transportation,
storage and trade, of fossil fuels as defined in Article 2, point (62), of Regulation (EU) 2018/1999 of the
European Parliament and of the Council
(4)
;
(5) Renewable energy sources means renewable non fossil sources, namely wind, solar (solar thermal and solar
photovoltaic) and geothermal energy, ambient energy, tide, wave and other ocean energy, hydropower,
biomass, landfill gas, sewage treatment plant gas, and biogas;
(6) Non renewable energy sources means energy sources other than those referred to in point (5);
(7) Energy consumption intensity means the ratio of energy consumption per unit of activity, output or any
other metric of the investee company to the total energy consumption of that investee company;
(8) Protected area means designated areas in the European Environment Agency’s Common Database on
Designated Areas (CDDA);
(9) High impact climate sectors means the sectors listed in Sections A to H and Section L of Annex I to
Regulation (EC) No 1893/2006 of the European Parliament and of the Council
(5)
;
(10) Area of high biodiversity value outside protected areas means land with high biodiversity value as
referred to in Article 7b(3) of Directive 98/70/EC of the European Parliament and of the Council
(6)
;
(11) Emissions to water means direct emissions of priority substances as defined in Article 2(30) of Directive
2000/60/EC of the European Parliament and of the Council
(7)
and direct emissions of nitrates, phosphates
and pesticides;
(12) Hazardous waste means hazardous waste as defined in Article 3(2) of Directive 2008/98/EC of the European
Parliament and of the Council
(8)
;
EU SFDR Disclosures (unaudited) continued
(2)
Regulation (EU) 2016/1011 of the European Parliament and of the Council of 8June 2016 on indices used as benchmarks in financial
instruments and financial contracts or to measure the performance of investment funds and amending Directives 2008/48/EC and
2014/17/EU and Regulation (EU) No 596/2014 (OJ L 171, 29.6.2016, p. 1).
(3)
Regulation (EU) 2018/842 of the European Parliament and of the Council of 30May 2018 on binding annual greenhouse gas emission
reductions by Member States from 2023 to 2030 contributing to climate action to meet commitments under the Paris Agreement and
amending Regulation (EU) No 525/2013 (OJ L 156, 19.6.2018, p. 26).
(4)
Regulation (EU) 2018/1999 of the European Parliament and of the Council of 11December 2018 on the Governance of the Energy Union
and Climate Action, amending Regulations (EC) No 663/2009 and (EC) No 715/2009 of the European Parliament and of the Council,
Directives 94/22/EC, 98/70/EC, 2009/31/EC, 2009/73/EC, 2010/31/EU, 2012/27/EU and 2013/30/EU of the European Parliament and of
the Council, Council Directives 2009/119/EC and (EU) 2015/652 and repealing Regulation (EU) No 525/2013 of the European Parliament
and of the Council (OJ L 328, 21.12.2018, p. 1).
(5)
Regulation (EC) No 1893/2006 of the European Parliament and of the Council of 20December 2006 establishing the statistical classification
of economic activities NACE Revision 2 and amending Council Regulation (EEC) No 3037/90 as well as certain EC Regulations on specific
statistical domains Text with EEA relevance (OJ L 393, 30.12.2006, p. 1–39).
(6)
Directive 98/70/EC of the European Parliament and of the Council of 13October 1998 relating to the quality of petrol and diesel fuels and
amending Council Directive 93/12/EEC (OJ L 350, 28.12.1998, p. 58).
(7)
Directive 2000/60/EC of the European Parliament and of the Council of 23October 2000 establishing a framework for Community action
in the field of water policy (OJ L 327, 22.12.2000, p. 1).
(8)
Directive 2008/98/EC of the European Parliament and of the Council of 19November 2008 on waste and repealing certain Directives
(OJL 312, 22.11.2008, p. 3).
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
122
(13) Radioactive waste means radioactive waste as defined in Article 3(7) of Council Directive
2011/70/Euratom
(9)
;
(14) Threatened species means endangered species, including flora and fauna, listed in the European Red List
or the IUCN Red List, as referred to in Section 7 of Annex II to Delegated Regulation (EU) 2023/2139;
(15) UN Global Compact principles means the ten Principles of the United Nations Global Compact; and
(16) Board means the Directors of the Company.
For the purposes of this Annex, the following formulas shall apply:
(1) ‘GHG emissions’ shall be calculated in accordance with the following formula:
(2) ‘carbon footprint’ shall be calculated in accordance with the following formula:
(3) ‘GHG intensity of investee companies’ shall be calculated in accordance with the following formula:
(4) ‘GHG intensity of sovereigns’ shall be calculated in accordance with the following formula:
(5) ‘inefficient real estate assets’ shall be calculated in accordance with the following formula:
For the purposes of the formulas, the following definitions shall apply:
(1) Current value of investment means the value in EUR of the investment by the financial market participant
in the investee company;
(2) Current value of all investments means the value in EUR of all investments by the financial market
participant;
(3) Nearly zero energy building (NZEB), primary energy demand (PED) and energy performance certificate
(EPC) shall have the meanings given to them in paragraphs 2, 5 and 12 of Article 2 of Directive 2010/31/EU
of the European Parliament and of the Council
(10)
.
EU SFDR Disclosures (unaudited) continued
(9)
Council Directive 2011/70/Euratom of 19July 2011 establishing a Community framework for the responsible and safe management of
spent fuel and radioactive waste (OJ L 199, 2.8.2011, p. 48).
(10)
Directive 2010/31/EU of the European Parliament and of the Council of 19May 2010 on the energy performance of buildings (recast) (OJ
L 153, 18.6.2010, p. 13)
GREENCOAT
UK WIND
123
ABN AMRO means ABN AMRO BankN.V.
Aggregate Group Debt means the Group’s
proportionate share of outstanding third party
borrowings, including its share of limited recourse
debt in Hornsea 1
AGM means Annual General Meeting of the Company
AIC means the Association of Investment Companies
AIC Code means the AIC’s Code of Corporate
Governance
AIF means an Alternative Investment Fund as defined
under the AIFMD
AIFM means an Alternative Investment Fund Manager
as defined under the AIFMD
AIFMD means the Alternative Investment Fund
Managers Directive
Alternative Performance Measure means a financial
measure other than those defined or specified in the
applicable financial reporting framework
Andershaw means Andershaw Wind Power Limited
ANZ means Australia and New Zealand Banking Group
Limited
AXA means funds managed by AXA Investment
Managers UK Limited
Barclays means Barclays BankPLC
BDO LLP means the Company’s Auditor as at the
reporting date
Bicker Fen means Bicker Fen Windfarm Limited
Bin Mountain means Bin Mountain Wind Farm (NI)
Limited
Bishopthorpe means Bishopthorpe Wind Farm Limited
Board means the Directors of the Company
Braes of Doune means Braes of Doune Wind Farm
(Scotland) Limited
Breeze Bidco means Breeze Bidco (TNC) Limited
Brockaghboy means Brockaghboy Windfarm Limited
Burbo Bank Extension means Hoylake Wind Limited,
Greencoat Burbo Extension Holding (UK) Limited,
Burbo Extension Holding Limited and Burbo Extension
Limited
Carbon Footprint means the calculation per TCFD
guidance
ni
(outstanding amount invested
i
total investee
debt+equity
i
*investee scope 1 and 2 GHG emissions
i
Company market value
Carcant means Carcant Wind Farm (Scotland) Limited
Cash Fee means the cash fee that the Investment
Manager is entitled to under the Investment
Management Agreement
CBA means Commonwealth Bank of Australia
CCGT means combined cycle gas turbine
CFD means Contract For Difference
Church Hill means Church Hill Wind Farm Limited
CIBC means Canadian Imperial Bank of Commerce
Clyde means Clyde Wind Farm (Scotland) Limited
CO
2
means carbon dioxide
Company means Greencoat UK WindPLC
Corriegarth means Corriegarth Wind Energy Limited
Cotton Farm means Cotton Farm Wind Farm Limited
CPI means the Consumer Price Index
Crighshane means Crighshane Wind Farm Limited
Dalquhandy means Dalquhandy Wind Farm Limited
Deeping St. Nicholas means Deeping St. Nicholas
wind farm
Depreciation means the unwinding of the discount
rate assumptions
Douglas West means Douglas West Wind Farm
Limited
Drone Hill means Drone Hill Wind Farm Limited
DTR means the Disclosure Guidance and Transparency
Rules sourcebook issued by the Financial Conduct
Authority
Dunmaglass means Dunmaglass Holdco and
Dunmaglass Wind Farm
Dunmaglass Holdco means Greencoat Dunmaglass
Holdco Limited
Dunmaglass Wind Farm means Dunmaglass Wind
Farm Limited
Earl’s Hall Farm means Earl’s Hall Farm Wind Farm
Limited
Defined Terms
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
124
Equity Element means the ordinary shares issued
to the Investment Manager under the Investment
Management Agreement
ESG means Environmental, Social and Governance
EU means European Union
EU SFDR means EU Sustainable Financial Disclosure
Regulation
FCA means Financial Conduct Authority
Fenlands means Fenland Windfarms Limited
FRC means the Financial Reporting Council
GAV means Gross Asset Value
GB means Great Britain consisting of England, Scotland
and Wales
Glass Moor means Glass Moor wind farm
Glen Kyllachy means Glen Kyllachy Wind Farm Limited
Group means Greencoat UK WindPLC and Greencoat
UK Wind Holdco Limited
Holdco means Greencoat UK Wind Holdco Limited
Hornsea 1 means Hornsea 1 Holdco and Hornsea 1
Limited
Hornsea 1 Holdco means Jupiter Investor TopCo
Limited
Hoylake means Hoylake Wind Limited
Humber Gateway means Humber Holdco and Humber
Wind Farm
Humber Holdco means Greencoat Humber Limited
Humber Wind Farm means RWE Renewables UK
Humber Wind Limited
HV means high voltage
IAS means International Accounting Standards
IFRS means International Financial Reporting Standards
Investment Management Agreement means the
agreement between the Company and the Investment
Manager
Investment Manager means Schroders Greencoat LLP
IPEV Valuation Guidelines means the International
Private Equity and Venture Capital Valuation Guidelines
IPO mean Initial Public Offering
IRR means Internal Rate of Return
Kildrummy means Kildrummy Wind Farm Limited
KPI means Key Performance Indicator
Kype Muir Extension means Kype Extension Wind
Farm Limited
Langhope Rig means Langhope Rig Wind Farm
Limited
Levered portfolio IRR means the Internal Rate of
Return with an assumed level of gearing
Lindhurst means Lindhurst Wind Farm
Listing Rules means the listing rules made by the
UKListing Authority under Section73A of the Financial
Services and Markets Act2000
Little Cheyne Court means Little Cheyne Court Wind
Farm Limited
Lloyds means Lloyds Bank PLC and Lloyds Bank
Corporate MarketsPLC
London Array means London Array Holdco and
London Array Limited
London Array Holdco means Greencoat London Array
Holdco Limited
Maerdy means Maerdy Wind Farm Limited
Middlemoor means Middlemoor Wind Farm
ML Wind means ML Wind LLP
NAB means National Australia Bank
Nanclach means Nanclach Limited
NAV means Net Asset Value
NAV per Share means the Net Asset Value per
Ordinary Share
Net Zero means the UK Government’s strategy to
decarbonise all sectors of the UK economy
North Hoyle means North Hoyle Wind Farm Limited
North Rhins means North Rhins Wind Farm Limited
O&M means operations and maintenance
PPA means Power Purchase Agreement entered into
by the Group’s wind farms
RBC means the Royal Bank of Canada
Defined Terms continued
GREENCOAT
UK WIND
125
RBS International means the Royal Bank of Scotland
International Limited
RCF means revolving credit facility
Red House means Red House wind farm
Red Tile means Red Tile wind farm
REMA means Government’s Review of Electricity
Market Arrangements
Review Section means the front end review section of
this report (including but not limited to the Chairman’s
Statement, and Investment Manager’s Report)
Rhyl Flats means Rhyl Flats Wind Farm Limited
ROC means Renewable Obligation Certificate
RPI means the Retail Price Index
Screggagh means Screggagh Wind Farm Limited
SDG means Sustainable Development Goal
Sixpenny Wood means Sixpenny Wood Wind Farm
Limited
Slieve Divena means Slieve Divena Wind Farm Limited
Slieve Divena 2 means Slieve Divena Wind Farm No.2
Limited
SONIA means the Sterling Overnight Index Average
South Kyle means South Kyle Wind Farm Limited
SPVs means the Special Purpose Vehicles which hold
the Group’s investment portfolio of underlying wind
farms
Stronelairg means Stronelairg Holdco and Stronelairg
Wind Farm
Stronelairg Holdco means Greencoat Stronelairg
Holdco Limited
Stronelairg Wind Farm means Stronelairg Wind Farm
Limited
Stroupster means Stroupster Caithness Wind Farm
Limited
SYND Holdco means SYND Holdco Limited
Tappaghan means Tappaghan Wind Farm (NI) Limited
TCFD means Task Force on Climate-Related Financial
Disclosures
Tom nan Clach means Breeze Bidco and Nanclach
TSR means Total Shareholder Return
Twentyshilling means Twentyshilling Limited
UK means the United Kingdom of Great Britain and
Northern Ireland
UK Code means the UK Corporate Governance Code
issued by the FRC
Virgin Money means Clydesdale BankPlc
Walney means Walney Holdco and Walney Wind Farm
Walney Holdco means Greencoat Walney Holdco
Limited
Walney Wind Farm means Walney (UK) Offshore
Windfarms Limited
Windy Rig means Windy Rig Wind Farm Limited
Yelvertoft means Yelvertoft Wind Farm Limited
Defined Terms continued
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
126
Performance Measure Definition 2024 2023
Aggregate Group Debt The Group’s proportionate share of outstanding
third party borrowings of £1,790 million per
note 13 to the financial statements plus limited
recourse debt of £585 million at Hornsea 1,
not included in the Consolidated Statement of
Financial Position.
£2,244
million
£2,375
million
CO
2
emissions avoided The estimate of the portfolio’s CO
2
emissions
avoided through the displacement of thermal
generation, as at the relevant reporting date. This
is calculated based on the thermal generation
displaced. In the UK, this assumes the displacement
of CCGT generation at a carbon intensity factor of
0.4 kgCO
2
e/KWh.
2.2
million
tonnes
1.9
million
tonnes
GAV Gross Asset Value £5,652.7
million
£6,169.0
million
Homes powered The estimate of the number of homes powered
by electricity generated by the portfolio, as at the
relevant reporting date. This is calculated based
on average household consumption estimates. In
the UK, this was 2.7MWh/annum (OFGEM).
2.0million
homes
1.8million
homes
NAV Net Asset Value £3,409.1
million
£3,794.0
million
NAV per share The Net Asset Value per ordinary share per
note17 to the financial statements
151.2
pence
164.1
pence
Net cash generation The operating cash flow of the Group and
wind farm SPVs as broken down in the table on
page127.
£278.8
million
£405.5
million
Total Shareholder Return
(“TSR”)
The theoretical return to a shareholder on a closing
market basis, assuming that all dividends received
were reinvested without transaction costs into the
Ordinary Shares of the Company at the close of
business on the day the shares were quoted ex
dividend
(8.6) per cent 5.4 per cent
Alternative Performance Measures
GREENCOAT
UK WIND
127
Group and wind farm SPV cash flows
For the year ended
31December 2024
£’000
For the year ended
31December 2023
£’000
Net cash generation 278,724 405,510
Dividends paid (249,777) (197,043)
Net disposals/(acquisitions) 25,045 (820,925)
Transaction costs (522) (2,742)
Share buybacks (80,418) (9,439)
Share buyback costs (521) (56)
Net amounts drawn under debt facilities (30,000) 690,000
Upfront finance costs (8,721) (4,939)
Movement in cash (Group and wind farm SPVs) (66,190) 60,366
Opening cash balance (Group and wind farm SPVs) 221,217 160,851
Closing cash balance (Group and wind farm SPVs) 155,027 221,217
Net cash generation 278,724 405,510
Dividends 221,176 197,043
Dividend cover 1.3x 2.1x
Net Cash Generation – Breakdown
For the year ended
31December 2024
£’000
For the year ended
31December 2023
£’000
Revenue 771,106 785,608
Operating expenses (216,436) (198,611)
Tax (66,690) (62,661)
SPV level debt interest (17,758) (20,044)
SPV level debt amortisation (62,726) (47,129)
Other (8,116) 28,133
Wind farm cash flow 399,380 485,296
Management fee (30,522) (24,993)
Operating expenses (3,169) (2,564)
Ongoing finance costs (92,224) (62,834)
Other 6,582 5,013
Group cash flow (119,333) (85,378)
VAT (Group and wind farm SPVs) (1,323) 5,592
Net cash generation 278,724 405,510
Net Cash Generation – Reconciliation to Net Cash Flows from Operating Activities
For the year ended
31December 2024
£’000
For the year ended
31December 2023
£’000
Net cash flows from operating activities 391,011 359,801
Movement in cash balances of wind farm SPVs (21,722) 18,225
Movement in security cash deposits (26,779) 40,119
Repayment of shareholder loan investment 28,439 50,199
Finance costs (100,946) (67,773)
Upfront finance costs 8,721 4,939
Net cash generation 278,724 405,510
Alternative Performance Measures continued
Greencoat UK Wind PLC Annual Report for the year ended 31 December 2024
128
The Review Section of this report has been prepared solely to provide additional information to shareholders
to assess the Company’s strategies and the potential for those strategies to succeed. These should not be
relied on by any other party or for any other purpose.
The Review Section may include statements that are, or may be deemed to be, “forward looking statements”.
These forward looking statements can be identified by the use of forward looking terminology, including the
terms “believes”, “estimates”, “anticipates”, “expects”, “intends”, “may”, “will” or “should” or, in each case,
their negative or other variations or comparable terminology.
These forward looking statements include all matters that are not historical facts. They appear in a number
of places throughout this document and include statements regarding the intentions, beliefs or current
expectations of the Directors and the Investment Manager concerning, amongst other things, the investment
objectives and Investment Policy, financing strategies, investment performance, results of operations, financial
condition, liquidity, prospects, and distribution policy of the Company and the markets in which it invests.
By their nature, forward looking statements involve risks and uncertainties because they relate to events
and depend on circumstances that may or may not occur in the future. Forward looking statements are not
guarantees of future performance. The Company’s actual investment performance, results of operations,
financial condition, liquidity, distribution policy and the development of its financing strategies may differ
materially from the impression created by the forward looking statements contained in this document.
Subject to their legal and regulatory obligations, the Directors and the Investment Manager expressly disclaim
any obligations to update or revise any forward looking statement contained herein to reflect any change in
expectations with regard thereto or any change in events, conditions or circumstances on which any statement
is based.
In addition, the Review Section may include target figures for future financial periods. Any such figures are
targets only and are not forecasts.
This Annual Report has been prepared for the Company as a whole and therefore gives greater emphasis
to those matters which are significant in respect of Greencoat UK Wind PLC and its subsidiary undertakings
when viewed as a whole.
Cautionary Statement