Annual Report • Sep 7, 2022
Annual Report
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Creating sustainable value by investing in the infrastructure for the world of tomorrow
Activities 12 Public Infrastructure 13 Energy Infrastructure 24 Digital Infrastructure 37 RE Selective Real Estate 43
| Results 2021-2022 | 52 |
|---|---|
| Corporate governance statement |
61 |
| Sustainability | 76 |
| Financial Statements | 84 |
| Publication details | 143 |
Net result per share €0.69
Distribution per share
€0.54
Share price at the end of the financial year 200
50
€13.16
Market capitalisation
479 (in millions of €)
| Key figures ('000 €) | June 2018 | June 2019 | June 2020 | June 2021 | June 2022 |
|---|---|---|---|---|---|
| Market capitalisation | 327,273 | 347,727 | 469,091 | 454,545 | 478,545 |
| Equity (NAV) | 325,072 | 331,321 | 445,697 | 457,863 | 463,624 |
| Fair value (FV) portfolio | 243,428 | 267,106 | 340,317 | 396,890 | 415,437 |
| Weighted average discount rate | 8.26% | 7.94% | 7.82% | 7.59% | 7.81% |
| Cash and cash equivalents | 75,710 | TINC IN EEN OOGOPSLAG 61,728 |
103,269 | 60,257 | 48,436 |
| Investments | 65,459 | 17,496 | 86,077 | VIJFJAREN OVERZICHT 47,871 |
23,951 |
| Portfolio result | 20,275 | 24,807 | 22,503 | 36,479 | 30,444 |
| Cash receipts from portfolio | 19,510 | 18,626 | 35,418 | 27,778 | 35,848 |
| Net result | 19,334 | 20,259 | 17,842 | 31,071 | 24,974 |
| Total distribution | 13,364 | 13,636 | 18,545 | 18,909 | 19,636 |
| Cost ratio | 1.01% | 1.14% | 0.87% | 0.98% | 1.05% |
| Per share | June 2018 | June 2019 | June 2020 | June 2021 | June 2022 |
| Number of shares (end of period) | 27,272,728 | 27,272,728 | 36,363,637 | 36,363,637 | 36,363,637 |
| NAV per share | 11.92 | 12.15 | 12.26 | 12.59 | 12.75 |
| Net result per share | 0.87 | 0.74 | 0.55 | 0.85 | 0.69 |
| Distribution per share (weighted) | 0.49 | 0.50 | 0.51 | 0.52 | 0.54 |
| Share price as at end of period | 12.00 | 12.75 | 12.90 | 12.50 | 13.16 |
| Gross return on distribution relative to share price | 4.08% | 3.92% | 3.95% | 4.16% | 4.10% |
| Gross return on equity (NAV) | 6.21% | 6.03% | 5.01% | 6.89% | 5.39% |
TINC participates in companies that realise and operate infrastructure. TINC aims to create sustainable value by investing in the infrastructure for the world of tomorrow.
Founded in 2007, TINC has been listed on Euronext Brussels since 12 May 2015. As a listed investment company, TINC has a platform for the further financing of its growth. This platform is accessible to both private and institutional investors, and allows them to invest in capitalintensive infrastructure in a liquid, transparent, and diversified way.
TINC is currently active in Belgium, the Netherlands and Ireland, and aims for further geographical expansion into other European regions, preferably through established and proven partnerships with industrial, operational, and financial partners.
We are pleased to present you the annual report of TINC after a year full of activity against the backdrop of a public health crisis, geopolitical uncertainty and economic turbulence. The diversification of our participations has limited the impact of these factors on the investment portfolio. As a result, TINC is pleased to announce good annual results with an increase of the distribution to shareholders for the sixth year in a row to €0.54 per share.
The participations of TINC have generally shown a strong operational performance notwithstanding the COVID-19 crisis, increasing geopolitical uncertainty and economic turbulence. The diversification of the portfolio across participations in various focus areas and countries – each with its different dynamics – undoubtedly supports the robust nature of the overall portfolio. The good operational performance results in a portfolio result of €30.4 million in the past financial year, i.e. a 7.67% portfolio return. This portfolio result translates in a net profit of €25 million or €0.69 per share for the past financial year. Based on this good annual result, TINC is proposing a distribution to its shareholders of €0.54 per share. This is an increase of 3.85% over the previous financial year and an increase of 15.51% compared to the distribution at the time of the listing of TINC in 2015. The distribution represents a gross yield of 4.10% on the closing share price at the end of the financial year, and is fully covered by cash flows that TINC receives from its investment portfolio.
The investment activity of TINC is inspired by a number of significant societal trends. This includes the ambition to realise new and improved public infrastructure, the transition to a low-carbon society, the ongoing digitisation of society, and the growing focus on care and wellbeing. For TINC, these developments provide the framework for impactful investments in four focus areas: Public Infrastructure, Energy Infrastructure, Digital Infrastructure, and Selective Real Estate. TINC pursued further growth and diversification of its portfolio over the past year with €62.3 million in new investment commitments and €24.0 million in effective investments in existing and new participations under contractual investment commitments.
These new commitments include the expansion of the investment programme with developer Storm for the realization of onshore windfarms in Belgium (B), the acquisition of a 50% stake in a portfolio of operational solar farms (B), increasing the geographic presence of its portfolio company Datacenter United through the acquisition of
three data centres from DC Star (B), the acquisition of an additional stake in the Princess Beatrix Lock PPP project (NL), the partnership with Zelfstroom for the roll-out of solar power systems through a rental model to private homes (NL), and the partnership with GaragePark for the roll-out and operation of a network of innovative storage and work spaces (NL). These new commitments reflect the ambition of TINC to further diversify its portfolio, focusing on participations with an income model that potentially shows a positive correlation with inflationary trends.
The fair value of the investment portfolio increased by 4.,67% over the financial year and amounts to €415.4 million at the end of the financial year. This increase is the result of €24.0 million in investments in existing and new participations, repayments from participations (€15.6 million), and an increase in the fair value of the portfolio (€10.1 million). The fair value of the investment portfolio is calculated by applying a discount rate to the future cash flows from each individual participation. The weighted-average discount rate was 7.81% at the end of the financial year (7.59% at the end of the previous financial year). The discount rates used for the valuation of
the participations remained virtually unchanged. However, the discount rate applied to solar power projects in Flanders was increased to reflect the heightened risk profile following a legislative initiative by the Flemish government to significantly reduce subsidies for certain older solar power systems. The break-down of the portfolio between the investment focus areas shows 32% Public Infrastructure, 28% Energy Infrastructure, 21% Digital Infrastructure and 19% Selective Real Estate. At the end of the financial year, TINC has €63.3 million of outstanding contractual investment commitments. Through the combination of the current portfolio and the outstanding contractual investment commitments, the investment portfolio of TINC will grow over time to circa €480 million.
TINC has €48.4 million of cash at the end of the financial year. The cash is available to meet the outstanding contractual investment commitments, for general investment purposes and for distributions to shareholders. With a solid balance sheet, TINC aims to further develop the funding structure to support its growth ambitions with a focus on sustainability. In this respect, TINC has implemented a sustainable finance framework that allows to issue a variety of debt
instruments for sustainable investments within the focus areas of TINC.
Social relevance and sustainability are important considerations for TINC as an outspoken longterm investor in the infrastructure that is shaping the world of tomorrow. Through its investment policy and its participations, TINC aims to contribute to a low-carbon, healthy, connected, safe and prosperous society. TINC incorporates these ambitions in the implementation of its sustainability strategy and when identifying opportunities and monitoring its participations. In the past year, TINC became a signatory to the United Nations' Principles of Responsible Investment (UN PRI). With its sustainable finance network, TINC aims to provide funding for investments that contribute towards the sustainable development goals, specifically in relation to social and environmental aspects.
In June, the mandate of Jean Pierre Dejaeghere as independent director and chairman of the audit committee came to an end. We would like to thank him for his contributions to the development of TINC since the initial public offering in 2015. The supervisory board now has
Letter to the shareholders
8 members and is well balanced in terms of independence and gender diversity.
With a robust portfolio and access to the resources to drive further growth, we look ahead with confidence in these challenging times. TINC would like to thank all its shareholders for their trust and support.
Philip Maeyaert (on the right in the photo) Chairman of the Supervisory Board
Manu Vandenbulcke CEO
Investment trends
Digitisation
Better
Low-carbon world Building Back Care and wellbeing
Our activities
25 415 participations With a fair value of
TINC has since its inception invested in public infrastructure such as roads, public transport, social housing, and detention centers. Public infrastructure is the necessary backbone for the well-functioning of any modern society. Through its investments, TINC shapes its ambition to realise future proof public infrastructure.
Investments in public infrastructure typically take the form of a participation in a Public Private Partnership (PPP) in which a consortium of industrial and financial partners designs, builds, and finances public infrastructure and, for a contractually defined period, maintains it and makes it available to a public partner in return for periodic fee payments. At the end of the contract, the responsibility for the infrastructure is transferred to the public partner.
The PPP participations receive availability payments from public authorities in return for making the infrastructure available during the term of the contract. The availability payment is not linked to the actual use of the infrastructure, and covers the operating, maintenance and financing costs of the infrastructure.
The financing includes both debt capital from lenders and equity capital contributed by TINC.
This is an essential part of the PPP structure: TINC enables its partners to focus on the design, realisation and maintenance of these projects.
In a complex and challenging society, public infrastructure must evolve to meet the requirements of the world of tomorrow. This will require significant investments and offers growth opportunities for TINC.
To this end, TINC closely monitors in cooperation with partners the developments concerning public tenders and public-private financing.
Housing
14 TINC Annual Report 2021-2022
TINC is active as an investor during the entire lifecycle of public infrastructure: from development and design to maintenance and operations. TINC cooperates with local and international contractors in realising and maintaining these projects.
All projects are PPPs based on availability fees, usually under a DBFM or a DBFM(O) contract. In this way, TINC has to date contributed to the realisation of approximately €2 billion worth of critical public infrastructure.
| Country | Participation | Type | Public counterparty |
Status | Remaining contract term |
Industrial partners |
|---|---|---|---|---|---|---|
| VIA A11 | Flemish Region | operational | 25 | Jan De Nul NV, Willemen NV (Franki, Answebo), Aclagro NV and Algemene Aannemingen Van Laere NV |
||
| VIA R4 GHENT | Flemish Region | operational | 20 | Besix NV, Stadsbader NV and Eiffage SA | ||
| Belgium | Brabo I | Flemish Region | operational | 25 | Besix NV, Frateur-De-Pourcq NV and Willemen NV (Franki) |
|
| L'Hourgnette | Federal government | operational | 16 | Eiffage SA and Sodexo | ||
| Princess Beatrix Lock |
State of the Netherlands |
operational | 24 | Besix NV, Jan De Nul NV, Heijmans Infra BV, Agidens Infra Automation NV and Martens & Van Oord Aannemingsbedrijf BV |
||
| The Netherlands | A15 Maasvlakte Vaanplein |
State of the Netherlands |
operational | 14 | Ballast Nedam Infra BV, Strukton BV and Strabag |
|
| Ireland | Social Housing Ireland |
Dublin City Council | operational | 24 | Choice Ltd and John Sisk & Son |
In a complex and challenging society, public infrastructure must evolve to meet the requirements of the world of tomorrow. This will require significant investments and offers growth opportunities for TINC.
TINC will then also acquire the remaining 50% stake from its partner to ultimately hold 100% participation.
| (IN '000 €) | June 30, 2021 | June 30, 2022 |
|---|---|---|
| Portfolio result | 15,347 | 12,381 |
| Cash flow from the participations | 10,579 | 11,804 |
| Fair value (FV) participation | 131,966 | 133,043 |
| Weighted average discount rate | 7.00% | 7.00% |
| June 30, 2021 | June 30, 2022 | |
| Weighted average debt ratio (%) | 75.0 | 75.4 |
| Weighted average remaining maturity of debt (in years)1 |
22 | 21 |
| Weighted average remaining contract term (in years) |
23 | 22 |
1 Fully amortising with a fixed interest rate
Highlighted Participation
The Princess Beatrix Lock, the largest inland navigation lock in the Netherlands, is located in the Lek Canal, the most important waterway connection between the ports of Rotterdam and Amsterdam. It is used by around 50,000 ships per year.
Because of the increase in water traffic and the scaling up of inland navigation to relieve road traffic, the Lock was potentially becoming a bottleneck. Thanks to the renovation of the two existing lock chambers and the construction of a third, waiting times have since been reduced to virtually zero.
Stake 40.63%
The Brabo 1 light rail and road infrastructure provides road congestion relief around the city of Antwerp. Completed between 2009 and 2012, this project was Flanders' (B) first PPP project in the transport domain with a DBFM structure.
Brabo 1 is a public-private partnership set up for the construction of light rail infrastructure in the eastern part of Antwerp (line extensions to Wijnegem and Mortsel/Boechout) and a maintenance depot in Wijnegem. The project provides a fast light rail link between the Antwerp city centre and the more remote municipalities around the city. The project enables e.g. a fast connection between the shopping centre in Wijnegem and the Antwerp city centre. The project with a realization cost of circa €125 million benefits from availability fees paid by the public transport operator De Lijn and the Flemish road agency for ensuring that the infrastructure is available.
Highlighted Participation
Stake 52%
With its participation in the PPP Social Housing Ireland, TINC is investing in the first bundle of the social housing programme that was announced by the Irish Government in 2015, which aims to realise 1,500 additional social housing units.
The public-private partnership with the Department of Housing and Dublin City Council includes 534 residential units at six locations in the Dublin area, on Ireland's east coast. The project with a realisation cost of circa €120 million benefits from availability fees for ensuring that the housing units are available for use during the 25-year contract term. The construction was completed in 2021.
TINC has been investing in the energy transition through its renewable energy participations for many years, and is fully committed to the transition to a low-carbon society.
The revenues of TINC's renewable energy participations are derived from the sale of the power production, from green energy support mechanisms, or from a combination of both. Turnover is the result of the actual power production, the evolution of the short and longterm power price and the level of support under the green energy support mechanisms. There is a notable trend for future wind and solar farm developments towards less support from green energy support mechanisms and a larger proportion of revenues derived from the sale of the green power production.
It is expected that there also will be a shift towards a larger share of direct green power purchase agreements with industrial or other customers rather than simply feeding the power production into the electricity grid.
A strong and supportive European and national policy will provide the framework for major investment and growth opportunities when it comes to energy infrastructure.
The energy transition will require enormous investments for the development of green power generation capacity, for dealing with traditional forms of energy generation, and for energy storage and distribution.
Onshore windfarms Offshore windfarms
Solar power
TINC is an active investor in renewable energy. Its participations include onshore windfarms and solar farms in Belgium, the Netherlands and Ireland with a capacity of approximately 400MW (38MW solar farms). This is the equivalent of the power consumption of approximately 275,000 households. TINC is also financing through a subordinated loan two offshore windfarms in Belgium with a total capacity of approximately 380MW.
TINC closely follows developments in renewable energy, and has the ambition to further actively invest in this area in the future. TINC cooperates with renowned developers and operators in the energy transition domain.
| Onshore windfarms in Flanders that came into operation before January 1, 2013 receive one green energy certificate per MWh produced, with a guaranteed minimum price per certificate (non-indexed), on top of the market price or the electricity. For onshore windfarms that came into operation after 2013, one part of such a green energy certificate per MWh produced is allocated. This is the banding factor, which is revised every year, taking into account the trend for the price of electricity on the market: it is higher when prices are lower, and vice versa. |
|
|---|---|
| Belgium | Offshore windfarms in Belgium receive a guaranteed price per MWh produced, on top of the market price. |
| Solar farms in Flanders in the portfolio receive one green energy certificate per MWh produced (non-indexed), with a guaranteed minimum price per certificate, on top of the price agreed with the local buyer and the market price for the remaining part that is fed into the grid. |
|
| The Netherlands | Onshore windfarms in the Netherlands come under the 'Subsidy for Sustainable Energy', which involves a variable amount being granted per MWh produced up to a fixed maximum production level, in addition to a minimum market price. As long as the market price is higher than or equal to this minimum market price and lower than a certain maximum market price, a total fixed amount per MWh (non-indexed) is granted. |
| Ireland | Onshore windfarms in Ireland receive a 'Renewable Energy Feed-In Tariff' (REFIT) price per MWh produced (indexed) where the electricity is sold on the market and the difference between the market price and the REFIT price is adjusted. |
Energy Infrastructure KENMERKEN PORTEFEUILLE KENMERKEN PORTEFEUILLE
low-wind months. Power generation by the solar farms, on the other hand, was in line with the expected level, totalling 30 GWh;
| ('000 €) | June 30, 2021 | June 30, 2022 |
|---|---|---|
| Portfolio result | 9,182 | 3,856 |
| Cash flows from the participations | 10,150 | 17,753 |
| Fair value (FV) participation | 117,025 | 117,116 |
| Weighted average discount rate | 7.29% | 8.35% |
| June 30, 2021 | June 30, 2022 | |
| Weighted average debt ratio (%) |
| (excluding offshore) | 43.4 | 49.5 |
|---|---|---|
| Weighted average remaining maturity of debt (in years) (other than for offshore) |
12.0 | 13.0 |
| Inflation 2022-2023 financial year |
4% |
|---|---|
| after that | 2% |
| Weighted average discount rate |
8.35% |
| Energy production | The P50 probability scenario corresponds to estimated generation (depending on future irradiation or wind speed values) that has a 50% probability of actually being realised. |
| Energy prices | Assumptions based on future market prices and projections from independent advisors. |
New participation
Energy Infrastructure
Zelfstroom is the Netherlands' largest provider of rental solar panels to private property owners. In partnering with Zelfstroom, TINC provides capital for the roll-out of solar power systems on a hire purchase basis. This way, TINC supports innovative solutions that will accelerate the energy transition and promote energy independence.
Since 2014, Zelfstroom has installed solar power systems in approximately 20,000 private homes on a rental basis (www.zelfstroom.nl). Zelfstroom helps private individuals and SMEs make their transition in the Netherlands. TINC's initial further roll-out of Zelfstroom's rental concept. that accelerate the energy transition and promote
Stake 90% LC
energy independence. Since Zelfstroom's concept ties in with strong demand from families for local power generation with stable prices, Zelfstroom
Storm is accelerating the transition to a climate-neutral society. This is realised by developing, building and operating onshore windfarms in Belgium at the lowest possible cost to society.
Highlighted Participation
Since 2011, TINC has invested in several windfarms in Belgium
Stake 39.47%-45%
Total capacity 207MW
Windfarm Kroningswind is an onshore windfarm that is realised on the island of Goeree-Overflakkee in South-Holland, in an area between the towns of Stellendam and Middelharnis.
LC
Stake 73%
Total capacity 80MW
Number of turbines
TINC at a glance Foreword Trends Activities Results 2021-2022 Governance Sustainability Financial Statements
Digital infrastructure includes a wide range of assets used to deliver all kinds of digital services and that constitute the backbone of an increasingly interconnected world.
These are the physical assets that underpin the digital world, such as high-performance fibre optic networks, transmission masts for mobile networks, and facilities for data management and storage. The development of digital infrastructure is strongly driven by the relentless demand for technological services and data storage.
Digital infrastructure is often an important tool for optimising traditional infrastructure, for example with smart mobility through connected networks that enable real-time data exchange. Digital infrastructure thus has the potential to add value to many activities, including traditional infrastructure assets. It can lead to enhanced levels of usage.
The revenue model for digital infrastructure typically consists of payments from a range of customers and users to use network or storage capacity.
This requires significant investments and is a major priority in TINC's investment and growth ambitions.
Data networks Data centres
United Nations Sustainable Development Goals
Digital Infrastructure
GlasDraad was founded in 2017 on the initiative of TINC with the ambition to provide residents and businesses in underserved areas in the Netherlands with access to a super-fast, reliable, and affordable fibre optic network.
GlasDraad aims to play a prominent role in the further rollout of super-fast internet in the Netherlands, and to this end has entered into partnerships with KPN and Rekam, among others.
GlasDraad realises network connections in function of the actual demand from residents and businesses who do not yet have broadband internet access. GlasDraad subsequently operates these networks through an 'open access' model. Multiple service providers can provide customised content and packages to their customers over the GlasDraad network. GlasDraad receives recurring fees from internet service providers who deliver their content over the network to end users, as well as fees from end users.
GlasDraad is present throughout the Netherlands with networks in various stages of realization – operational, under construction, and in demand bundling – that will eventually provide about 60,000 households with ultrafast internet. In the past financial year, GlasDraad also acquired the remaining stake of Rekam in their joint venture.
Fibre networks are a future-proof technology, and a perfect fit with the long-term investment objective of TINC.
Datacenter United owns and operates six data centres in Belgium after the partnership with DC Star in January 2022. These data centres offer scalable and reliable data centre colocation services and associated services such as connectivity to a wide range of customers.
Customers not only rent space at Datacenter United in order to have their business critical applications and data work in optimal conditions in secured server racks (colocation services), but also benefit from availability guarantees (uptime) in respect of the infrastructure. Datacenter United provides its customers through its centres in Antwerp, Oostkamp, Ghent and Brussels a complete service package, ranging from physical migration to the data centre to all related services (energy supply including back-up, connectivity via fibre networks, and remote hands and eyes). Customers pay a fee for these services, based on contracts with varying terms.
Datacenter United reached an important milestone when the Antwerp data centre was certified as the only operator in Belgium offering tier-IV security, the highest available level.
Datacenter United has invested in heat-recovery equipment and owns a 3,500m2 solar farm in Oostkamp.
Highlighted Participation Digital Infrastructure
| ('000 €) | June 30, 2021 | June 30, 2022 |
|---|---|---|
| Portfolio result | 4,848 | 5,034 |
| Cash flows from the participations | 360 | 88 |
| Fair value (FV) participation | 76,434 | 86,581 |
| Weighted average discount rate | 8.69% | 8.68% |
| June 30, 2021 | June 30, 2022 | |
| Weighted average debt ratio (%) | 8.3 | 29.7 |
| Weighted average remaining maturity of debt (in years) |
6.0 | 5.4 |
43 TINC Annual Report 2021-2022
Selective real estate includes a variety of real estate assets that play a socially important role in the health sector, in terms of wellbeing, housing and mobility, or for purposes of scientific research.
The investment by TINC in selective real estate renders facilitates businesses, organisations and customers, who can now focus on the quality of their core business and services. The investment by TINC may as such enhance the social return of the selective real estate.
The revenue model for selective real estate consists mainly of relatively predictable user fees that often develop in line with the evolution of inflation.
United Nations Sustainable Development Goals
Selective Real Estate
Selective Real Estate RE
Headquartered in Blaricum (NL), GaragePark develops and operates innovative multifunctional storage and work spaces. Through its partnership with GaragePark, TINC provides, together with GaragePark's shareholders, funding for the further roll-out of the concept and the commercial operation of future realisations.
GaragePark has more than 50 parks completed and in development in the Netherlands with approximately 5,000 individual garage boxes. The garage boxes are considered an ideal place for small and medium-sized businesses to safely store business equipment or to carry out some work. With its commitment to proximity, 24/7 accessibility, security and low-maintenance spaces that are energetically self-sufficient through solar power, the GaragePark concept is distinctive from neighborhood garages, small business premises and conventional storage. The GaragePark concept is a tailor-made solution for small businesses such as plasterers, painters and plumbers, but also for web shops, event
organisers, city logistics and, in general, for all entrepreneurs in small and medium-sized businesses (SMEs) who want to store their stock, tools and equipment securely and have 24/7 access. On the outside it is a garage, but on the inside it is a business space.
W
TINC has committed to invest €25 million, an amount that will be effectively invested in the period 2022-2025 in function of the realisation of new facilities by GaragePark.
62.5%
Highlighted Participation
Selective Real Estate RE
Réseau Abilis is a growing network of specialised residences that provide lifelong residential care to people with special needs at 26 sites in Belgium (Wallonia and Brussels), as well as in France and the Netherlands.
The residences provide housing and care for about 1100 residents with a wide range of special needs, who live in care units ranging from singleperson flats to larger living units, depending on the level of independence of the residents. The aim is to integrate the residents into the local community, to allow them to stay connected with family and relatives, and to ensure they receive high-quality care.
The residences are operated by Réseau Abilis which employs some 800 full-time staff. The activities of Réseau Abilis are funded through contributions from various public authorities. Réseau Abilis pays an inflation-linked rent to TINC for the use of the care residences under a long-term agreement.
During the year, TINC invested in a number of existing and new additional residences. TINC also owns a minority stake in operator Réseau Abilis, which allows TINC to monitor the quality of care.
W
Stake 67.5%
47 TINC Annual Report 2021-2022 2021-2022
Selective Real Estate RE
The Bioversneller business centre is an initiative by TINC and was developed in close cooperation with the Flemish Institute for Biotechnology (VIB) and Ghent University.
Bioversneller offers biotech and the life sciences companies with major research activities 18,000m2 of offices, laboratories, meeting rooms and related services on the Ardoyen science campus in Zwijnaarde, Belgium.
The business centre has historically had an excellent occupancy rate of almost 100%. It accommodates currently three customers – Sanofi (Ablynx), Eastman and Aphea.Bio. Together, these customers employ around 500 people on the premises. Customers pay an inflation-linked fee for the accommodation and related services based on a long-term agreement.
Stake
48 TINC Annual Report 2021-2022 2021-2022
Selective Real Estate RE
Highlighted Participation
De Haan Vakantiehuizen owns 347 holiday cottages in the Center Parcs holiday park in De Haan.
Located in the Belgian coastal town of De Haan, 500 metres from the beach, the holiday park covers 333 hectares, has a large tropical water park and offers leisure activities such as shopping, dining, bowling and many outdoor sports. The holiday park is operated by Pierre & Vacances, the European leader in tourist accommodation, under the label Center Parcs De Haan.
De Haan Vakantiehuizen receives inflation-linked rental payments from Pierre & Vacances under a long-term lease agreement. Pierre & Vacances is for its own account in charge of the commercial exploitation, the operations and the maintenance of the holiday cottages.
Car park Eemplein is located in the Dutch city of Amersfoort and has 625 underground parking spaces. The plaza above the car park has a combination of shops, offices, flats, and recreation facilities.
Above the car park there is a Pathé cinema, an Albert Heijn supermarket, a MediaMarkt store and multiple apartment complexes. APCOA is responsible for the operational and financial management of the car park.
The income is generated through the sale of short-term parking tickets, prepaid parking cards, and subscriptions for residents and businesses. The variety of activities above the car park, in an environment where development is in full swing, makes the car park an attractive participation.
In preparation of responding to external factors that may affect the car park now and in the future, car park Eemplein is undertaking various sustainability initiatives. This includes installing charging facilities for electric vehicles. The car
park also benefits from the use of 100% green electricity. The past year was marked by the COVID-19 public health crisis, in particular the latter months of 2021. On an operational level, any potential impact of the crisis on the health of employees and customers was quickly addressed. Despite a lower turnover during the periods in which the lockdown restrictions were tight, the car park has demonstrated its financial resiliency.
Highlighted Participation
Selective Real Estate RE
| ('000 €) | June 30, 2021 | June 30, 2022 |
|---|---|---|
| Portfolio result | 7,102 | 9,173 |
| Cash flows from the participations | 6,688 | 6,204 |
| Fair value (FV) participation | 71,464 | 78,696 |
| Weighted average discount rate | 8.02% | 7.57% |
| June 30, 2021 | June 30, 2022 | |
| Weighted average debt ratio (%) | 47.3 | 45.1 |
| Weighted average remaining maturity of debt (in years) |
16.0 | 15.9 |
The net profit for the financial year amounts to €25.0 million or €0.69 per share and is based on a portfolio result of €30.4 million or a portfolio return of 7.67%. The slightly lower portfolio result and net result compared with the previous financial year is predominantly explained by the reduction of the discount rates at the end of the previous financial year, whereas discount rates have remained virtually unchanged at the end of the past financial year and even increased for some participations.
The valuation of all participations at their fair value is carried out on a halfyearly basis and was done and in accordance with the applicable valuation rules during the past financial year on December 31, 2021, and at the closing of the financial year on June 30, 2022. The valuations on an interim basis are subject to a limited review by the statutory auditor.
The basis for the valuations is the expected future cash flows related to each participation. These expected cash flows are periodically evaluated based on general and specific parameters specific to each participation. Subsequently, they are updated when necessary. A significant part of the cash flows can be estimated accurately based on long-term contracts concluded, the applicable regulatory framework or the strategic position of the infrastructure.
The fair value of a participation is the result of discounting these expected future cash flows at a market-based discount rate.
On June 30, 2022, the weighted average discount rate of the portfolio is 7.81% (7.59% on June 30, 2021).
Interest in quality infrastructure in the market remains high, which is why discount rates in general have not increased despite increased market interest rates. The applicable discount rate for participations in solar power projects in Flanders was increased following the Flemish Government's legislative initiative to significantly reduce support measures for well-defined solar power installations. Depending on whether this initiative becomes final law and, if applicable, on the exact implementation modalities, positive or negative valuation adjustments can be made to the relevant shareholdings (Solar Finance, Lowtide and Sunroof). At the end of the fiscal year, the fair value of these participations amounts to €20.6 million.
| Period ending at | June 30, 2021 |
June 30, 2022 |
|---|---|---|
| Public Infrastructure | 7.00% | 7.00% |
| Energy Infrastructure | 7.29% | 8.35% |
| Digital Infrastructure | 8.69% | 8.68% |
| Selective Real Estate | 8.02% | 7.57% |
| Weigthed average discount rate | 7.59% | 7.81% |
The graph below shows the evolution of the fair value (FV) of the portfolio during the past financial year (in k€).
Public Infrastructure Energy Infrastructure Digital Infrastructure Selective Real Estate
During the financial year, the fair value of the portfolio increased by €18.5 million to €415.4 million, or an increase of 4.67%. This increase is mainly the result of:
DIVERSIFICATIE VAN DE PORTEFEUILLE DIVERSIFICATIE VAN DE PORTEFEUILLE DIVERSIFICATIE VAN DE PORTEFEUILLE Results 2021-2022
The portfolio result for the financial year of €30.4 million consists of two components:
After costs, this results in a net result of €25.0 million.
Public Infrastructure Energy Infrastructure Digital Infrastructure Selective Real Estate
TINC received a total of €35.9 million in cash receipts from its participations during the financial year:
The cash receipts more than cover the proposed distribution of €19.6 million to shareholders.
| Period ending at: Balance sheet (k€) |
June 30, 2021 12 months |
June 30, 2022 12 months |
|---|---|---|
| Fair Value of portfolio companies (FV) | 396,890 | 415,437 |
| Deferred tax asset | 1,163 | 410 |
| Cash | 60,257 | 48,436 |
| Other | (446) | (658) |
| Net Asset Value (NAV) | 457,863 | 463,624 |
| Net Asset Value per share (€)* | 12.59 | 12.75 |
* Based on the total number of shares outstanding on 30/06/2022 (36,363,637) and 30/06/2021 (36,363,637).
The net asset value (NAV) is €463.6 million or €12.75 per share (an increase of 1.3% over the NAV per share of €12.59 on June 30, 2021), and this after the distribution of €0.52 per share or 4.1% over the NAV per share on June 30, 2021. NAV is the sum of the fair value (FV) of the portfolio (€415,437 million), a deferred tax asset (€0.4 million), net cash (€48.4 million) and other working capital (€-0.7 million).
During the financial year, the fair value of the portfolio increased by €18.5 million to €415.4 million, or an increase of 4.67%.
The decrease in deferred taxes is the result of the write-off in BGAAP of several capitalized costs related to the IPO and subsequent capital increases, and of the use of the balance of outstanding tax losses carried forward.
TINC is debt free. With a solid and debt-free balance sheet, TINC aims to further develop its capital structure to support its growth ambitions while paying attention to sustainability considerations. In this context, TINC has developed a framework for attracting debt financing of a sustainable nature with a view to using it for investments within TINC's focus areas.
A distribution to shareholders in the amount of €0.54 per share will be proposed at the general meeting on October 19, 2022. This distribution will take the form of a combination of a dividend and a capital reduction. The proposed amount of the dividend is equal to €0.09 per share (or 16.7% of the distribution), that of the capital reduction equal to €0.45 per share (or 83.3% of the total amount distributed). The capital reduction requires a decision by the extraordinary general meeting with a quorum and special majority.
The total proposed distribution is €19,636,637, consisting of a dividend of €3,272,727 and a capital reduction of €16,363,637.
After the end of the financial year, TINC sold its stake in Bioversneller, realizing a return of 2,5 times its original investment and a capital gain of €4.04 million compared to the fair value of the portfolio at the end of the financial year. The cash position of TINC amounts to circa €65 on the date of publication of this annual report.
In the execution of its activities as an investment company, TINC is subject to risks both at the level of TINC itself as at the level of the participations it invests in.
Within the framework developed by the Supervisory Board, at the proposal of the Management Board and upon advice of the Audit Committee, for risk management, internal control and compliance with laws and regulations, the Management Board is responsible for risk management. Risks are managed through a process of continuous identification, assessment, evaluation and mitigation. At least once a year, the Executive Council reports to the Supervisory Board on the general and financial risks and the management and control systems.
The following main risks can be distinguished.
TINC's objective is to create value by investing in infrastructure companies that generate cash flows for TINC. In doing so, TINC depends on the ability of its participations to realise the expected cash flows and effectively distribute them to TINC. Macroeconomic and economic conditions, changing regulations and political developments can all restrict or obstruct this ability. TINC carefully monitors the general economic situation and market trends in order to assess the earnings impact in a timely fashion and take preventive measures where
possible. A further diversification, in terms of geography, subsectors and revenue models, of its participations should prevent TINC's becoming overdependent on changes of the policy and legal framework or economic factors in one particular region, sector or business.
For new participations, TINC is dependent on the availability of investment opportunities in the market at sufficiently attractive conditions. The risk exists of an insufficient quantity of such opportunities or of existing opportunities being insufficiently diversified.
TINC has entered into contractual financial commitments with a number of existing and future participations. These take the form of commitments to invest further in existing participations, and also agreements to acquire new participations at a later date. There is a certain liquidity risk.
TINC tailors its funding to its outstanding financial commitments. Future investments can be financed by issuing new shares and/or a credit facility (or a combination of both) giving TINC the ability to respond flexibly to investment opportunities.
The participations in which TINC invests are susceptible to a greater or lesser extent to inter alia financial, operational, regulatory and commercial risks.
With regard to financial risks, the participations are subject inter alia to credit risk in respect of the counterparties from whom they expect to receive their income. In many cases, the counterparty is the government or governmentaffiliated party (PPP, energy-subsidy schemes) or a company of considerable size. This has the effect of limiting the risk.
Liquidity risk, particularly the non-availability of cash requirements, and interest rate risk, with cash flows to TINC being affected by higher interest expense due to rising interest rates, are offset by recourse to longer-term financing as much as possible (amongst others via hedging strategies).
Foreign currency risk does not exist today in the participations since all revenue and financial liabilities are denominated in euros.
Regulatory changes regarding support measures, or tax or legal treatment of (investments in) infrastructure may adversely affect the results of the participations, with a knock-on effect on their cash flows to TINC.
A significant portion of the participations operate in regulated environments (e.g. energy infrastructure, public - private partnerships and care) and benefit from support measures (e.g. green certificates). Infrastructure is also subject to specific health, safety and other regulations and environmental rules.
Healthcare institutions such as specialized residential care facilities for persons with special needs are associated with specific risks. Non-renewal, suspension or withdrawal of current licenses is possible. Furthermore, charged rates are regulated, so unfavorable change in the social and reimbursement policy rate could have a negative impact on the results.
The participations are subject to different tax laws. TINC structures and manages its business activities based on current tax legislation and accounting practices and standards.
An amendment, tightening or stricter enforcement of those regulations may have an impact on revenue, cause additional capital expenditure or operating costs, thereby affecting the results, the cash flows to TINC and return.
The biggest operational risk is that of the infrastructure being unavailable/ only partially available, or not (fully) produced. To prevent this, participations rely on suppliers and subcontractors that are carefully selected based on, inter alia, their experience, the quality of already delivered work, and solvency. TINC is also careful where possible to work with a sufficient number of different counterparties, to avoid risk concentration and over-reliance. Furthermore, where possible, the necessary insurance is taken out to cover, for example, business interruptions.
In addition, there is a risk of difficulties in the healthcare sector with respect to the maintenance of an appropriate level of quality of service and the recruitment and retention of competent care staff, which could have an adverse effect on the image and development prospects of the core facility or the cost structure.
It is not impossible that infrastructure, once operational, can become defective and not (fully) available. Although this responsibility for this is placed largely on the parties that the participations have used for building and maintaining the infrastructure, it can happen that these parties fail to solve certain technical problems for technical, organizational or financial reasons. In this case the results of the participations can be adversely affected.
The investment portfolio contains participations whose earnings models are dependent on demand of users or persons in need of care or which are subject to changes in pricing (e.g. electricity prices).
Should demand for (and therefore revenue from) these companies' services fall below current expectations, this would negatively affect the cash flows and the valuation of these investment.
Investing in the development of infrastructure involves additional risks. In infrastructure under development, TINC usually has to provide funding in the early development phase, while the cash flows derived from the infrastructure only starts at a later time once the infrastructure is operational. Associated risks include potential cost overruns and delays in completion (many of which are often caused by factors not directly under the control of TINC), development costs incurred for design and research, without guarantee that development will reach completion.
When TINC considers investing in infrastructure development, it will make certain estimates of the economic, market and other conditions, including estimates of the (potential) value of the infrastructure. These estimates could turn out to be incorrect, with adverse consequences for the business, financial condition, operating results and outlook for the infrastructure.
The COVID-19 health crisis may negatively affect infrastructure investment.
Infrastructure under development and realization may experience delays, temporary work stoppages and/or increased costs, because of measures imposed in the battle against COVID-19 and because of changed availability of third parties and materials. Where appropriate, the profitability and valuation of the infrastructure may be adversely affected.
Infrastructure is usually realised by making use of debt financing. The COVID-19 health crisis may adversely affect the availability and cost of debt financing, resulting in higher costs and lower returns.
Operational infrastructure should be maintained well to function optimally. To this end, agreements are concluded with all kinds of maintenance parties, subcontractors and suppliers, which often also include maintenance guarantees. COVID-19, and measures imposed in the fight against it, may limit or render impossible the proper execution of these agreements, or may result in counterparties no longer being able to meet their (financial) obligations, with the possible unavailability of the infrastructure or cost increases as a consequence.
Measures imposed in the battle against COVID-19 can negatively influence the demand for infrastructure services with a demand-driven revenue model for a short or longer term, resulting in lower revenues and higher costs. The price users are willing to pay for these services may also be negatively impacted, resulting in lower revenues.
TINC (hereinafter also 'the Company') is a participation company within the meaning of Article 3, 48° of the Belgian Act of April 19, 2014 on alternative collective investment institutions, and as such not subject to the provisions of this Act.
The present Statement relates to TINC's corporate governance policy and has been drawn up in accordance with Articles 3:6 and 3:32 of the Belgian Companies and Associations Code.
TINC applies the Corporate Governance Code for listed companies (2020) (the "Code 2020") as its reference code for the organization of its corporate governance structure, as required by law. The Code 2020 was published in the Belgian Official Gazette (BS, May 17, 2019) and can also be found on www.corporategovernancecommittee.be. TINC has integrated the main aspects of its corporate governance policy in the Corporate Governance Charter. The Corporate Governance Charter can be found on its website (www.tincinvest.com) and is available free of charge at its registered office.
Belgian listed companies are required to comply with the Code 2020, but may, with the exception of the principles, deviate from the provisions and guidelines to the extent that this is disclosed, together with the reasons therefore, in the Corporate Governance Statement (the 'apply or explain' principle).
In the financial year ending on June 30, 2022, TINC applied the Corporate Governance Code, but given TINC's specific situation deviated from the following recommendations:
The following table shows TINC's shareholding structure, based on the transparency notifications received:
| Shareholder (30/06/2022) |
Number of shares |
% |
|---|---|---|
| Belfius Insurance NV | 4,097,037 | 11.27 |
| Gimv NV | 3,881,597 | 10.67 |
| Remaining shares | 28,385,003 | 78.06 |
| Total | 36,363,637 | 100.00 |
Pursuant to the Belgian Act of May 2, 2007 (the 'Transparency Act'), TINC's Articles of Association set the legal thresholds for transparency notifications (5% and multiples of 5% of the total voting rights).
TINC received no transparency declarations in the past financial year. Transparency declarations are available for consultation on the TINC website (www.tincinvest.com).
The Company's shares are freely transferable and all carry the same rights, with no restrictions in the articles of association on the exercise of voting rights.
At the end of the financial year, the registered capital of TINC amounted to €151,814,226.56 represented by 36,363,637 shares. During the financial year, a capital reduction took place in October 2021. The capital was reduced by €16,363,636.65 without canceling existing shares. No other securities were issued that could affect the capital or the number of shares. All shares are shares with voting rights
In its meeting of October 21, 2020, the Extraordinary General Meeting renewed the authorization to the governing board to increase, during a period of 5 years from the date of publication of this authorization (i.e. until November 16, 2025), the share capital of the Company by an amount of €168,177,863.21 by contribution in cash, in kind or by incorporation of reserves or issue premiums or by issue of convertible bonds and warrants. Upon making use of this authorization, the preferential subscription
rights may be limited or cancelled. No use has been made of this authorization during the past financial year.
In its meeting of October 21, 2021, the Extraordinary General Meeting also renewed the authorization to the governing board to proceed, during a period of 5 years from the date of publication of this authorization (i.e. until November 16, 2025), to acquire, pledge or dispose of the Company's own shares, without the prior approval of the general meeting of shareholders. This may be done at a price per share not lower than 80% but also not higher than 120% of the closing stock price of the day just before the date of the transaction, and limited until 20% of the total number of shares outstanding. No use has been made of this authorization during the past financial year.
In its meeting of October 21, 2020, the Extraordinary General Meeting resolved that the authorized capital (see above) can also be used upon receipt of a notice of a public takeover bid on the Company.
By decision of the same date the governing body of the Company was also authorized to acquire the Company's own securities without the prior approval of the general meeting of shareholders, when deemed necessary to avoid a threatening and serious harm for the Company.
Both authorisations are valid during a period of three years following the publication of the authorisation (i.e. until November 16, 2023).
The Company is not a party to agreements containing specific consequences in the event of a change of control. Neither has it concluded agreements with its mandated agents that provide for compensation in the event of termination following a takeover bid.
The annual general meeting of shareholders takes place, in accordance with the Company's Articles of Association, on the third Wednesday of October at 10 a.m. In 2022, this will be on October 19, 2022.
The rules governing the convening of, admission to and course of the meeting, the exercise of voting rights and other details are found in the
Articles of Association and the Corporate Governance Charter, which are both available on the Company's website (www.tincinvest.com).
The TINC shares have been listed since May 12, 2015 on the continuous market of Euronext Brussels (ISIN code BE0974282148).
Financial services are provided by Belfius Bank.
TINC seeks to maintain the share's liquidity by taking part in roadshows and investor events with both institutional and private investors. TINC also maintains proper communication with analysts who follow the stock. During the past financial year these were Belfius Bank, KBC Securities, Degroof Petercam, Kempen and the Vlaamse Federatie van Beleggers (VFB). Additionally TINC has appointed KBC Securities as liquidity provider in order to ensure a sufficiently active market in the TINC share by maintaining adequate liquidity in normal market condition.
The TINC website contains a separate section with information for investors and shareholders (www.tincinvest.com).
TINC is a limited liability company under Belgian law with a sole director.
TINC Manager NV was appointed as Statutory Director for an indefinite period.
In the Articles of Association of TINC, TINC Manager is appointed as the sole director (the "Statutory Director"). TINC Manager is a limited liability company under Belgian law, the shares of which are held, indirectly, by Gimv and Belfius.
Pursuant to Article 2:55, first paragraph and second paragraph of the Companies and Associations Code, the Statutory Director has appointed Mr. Manu Vandenbulcke, Chairman of the Management Board, as its permanent representative.
The Statutory Director has a dual governance model with a Supervisory Board and a Management Board that exercise jointly the mandate of statutory, sole director of TINC.
In executing their mandate, the Supervisory Board and the Management Board act in accordance with the corporate governance rules that apply to listed companies. Two committees have been set up within the TINC Manager Supervisory Board: the Audit Committee and the Nomination and Remuneration Committee.
At the date of this annual report, the Supervisory Board of TINC Manager, the Statutory Director, is composed of eight directors, four of whom are independent directors and four of whom are non-independent directors.
The four non-independent directors are appointed, in accordance with the articles of association of the Statutory Director, upon nomination by Gimv and Belfius Bank, each of which has the right to propose candidates for two non-independent directors of the Statutory Director's Supervisory Board, as long as they hold jointly at least 10% of the voting rights in TINC. If the joint ownership of Gimv and Belfius Bank falls below 10% of the voting rights in the Company, they will each waive their respective rights to nominate one of the two directors. This will result in Gimv and Belfius Bank each nominating one director for election by the general meeting of shareholders of the Statutory Director. In that case, the Nomination and Remuneration Committee, under the supervision of the Chairman of the Supervisory Board, shall identify,
recommend and present nominees, from whom the general meeting of shareholders shall appoint two directors.
In addition, the Supervisory Board is composed of four directors who meet the independence criteria set in accordance with article 7:87 of the Code of Companies and Associations. Four out of the eight directors belong to a different gender than the other directors.
The current composition reflects a diversity of competences, backgrounds, ages and genders. TINC believes that this diversity promotes a thorough decisionmaking process and will ensure that this is maintained in the future.
Directors are appointed for a term of four years in accordance with the articles of association (without prejudice to the possibility of reappointment).
During the past financial year, the mandates of five directors ended, namely that of Jean Pierre Dejaeghere, Elvira Haezendonck, Kristof Vande Capelle, Marc Vercruysse and Peter Vermeiren. The latter four were reappointed by the general shareholder meeting of the statutory director upon advice in accordance with article 7.3.2. of the Corporate Governance Charter. The mandate of Mr Jean Pierre Dejaeghere was not extended due to reaching the age limit.
At the close of the past financial year, the Supervisory Board of the Statutory Director was composed of:
| Name | Year of birth | Function | Mandate lasts until |
Committees |
|---|---|---|---|---|
| Philip Maeyaert | 1961 | Independent director - Chairman | 2024 | Chairman of the Nomination and Remuneration Committee |
| Kathleen Defreyn | 1970 | Independent director | 2023 | Chairman of the Audit Committee |
| Elvira Haezendonck | 1973 | Independent director | 2026 | Member of the Nomination and Remuneration Committee |
| Helga Van Peer | 1973 | Independent director | 2024 | Member of the Nomination and Remuneration Committee |
| Kristof Vande Capelle | 1969 | Non-independent director | 2026 | |
| Marc Vercruysse | 1959 | Non-independent director | 2026 | Member of the Audit Committee Member of the Nomination and Remuneration Committee |
| Peter Vermeiren | 1965 | Non-independent director | 2026 | Member of the Audit Committee Member of the Nomination and Remuneration Committee |
| Katja Willems | 1983 | Non-independent director | 2023 |
Supervisory Board (left to right): Kristof Vande Capelle Helga Van Peer Elvira Haezendonck Marc Vercruysse Philip Maeyaert Jean Pierre Dejaeghere* Kathleen Defreyn. Katja Willems Peter Vermeiren
* mandate ended on 15/06/2022
Philip Maeyaert obtained a law degree from the Vrije Universiteit Brussel and an MBA from the Vlerick Management School. He worked his entire career at Deloitte as
a (banking) auditor, including for energy companies, both in Belgium and in France, from 1999 as a partner. He teaches at the Faculty of Economics of the Catholic University of Leuven and at the EHSAL Management School.
Kathleen Defreyn holds a Master's degree in Economics, Accounting and Finance from the Lessius University College Antwerp. She started her career at Ernst & Young
Belgium. From 1999 onwards, she successively worked as financial controller at Willemen Groep, financial director at Franki and CFO at Willemen Groep and CFO at Willemen Groep and Viabuild! Since mid-2022, she is CFO of the Van Laere construction group.
Prof. dr. Elvira Haezendonck obtained a PhD in Applied Economics from the Vrije Universiteit Brussel (VUB). She is full professor at the VUB, guest professor at the University of Antwerp (UA),
and guest lecturer at Erasmus University of Rotterdam and at C-MAT (UA). She teaches courses on management, (competition) strategy, project management and port strategy, and is
promoter of a chair Infrastructure Asset
project evaluation, circular economy,
academia.
Management (VUB/ULB), mostly on master level. Her research covers topics in the field of (port) management, strategy and policy: complex
environmental strategy, competitive analysis and stakeholder management. Elvira also holds various board positions within and beyond
Helga Van Peer
Helga Van Peer obtained a law degree at the Catholic University of Leuven. She is a lawyer specialising in projects and public law, an accredited mediator, an independent
director of a number of entities and an independent procurement oversight member of the ESM (European Stability Mechanism). From 1996 until 2020, she worked as a lawyer at Allen & Overy Belgium, since 2007 as a partner. She is a guest lecturer at the Law Faculty of the Catholic University of Leuven.
Kristof Vande Capelle holds a Master in Applied Economics (major in Corporate Finance) and a Master of Arts in Economics, both from the University of Leuven
(KU Leuven). He is Chief Financial Officer of Gimv. Before joining Gimv in September 2007, he worked at Mobistar as Director Strategic Planning and Investor Relations. Other professional experiences are Credit Analyst at KBC and Academic Assistant at the University of Leuven.
Marc Vercruysse obtained a Masters' degree in Applied Economics at the University of Ghent. Marc has been working for Gimv since 1982 as successively Internal Auditor, Investment
Manager, Head of the Structured Finance Department, Chief Financial Officer (1998-2012) and head of the Finance Department (2012-2015). He is currently advisor to the CEO of Gimv. Through his various functions at Gimv, Marc gained a lot of experience with respect to listed companies and the way such companies operate.
Peter Vermeiren obtained a Masters' degree in commercial and financial science at Lessius Hogeschool Antwerp (part of KU Leuven) in 1992, a Certification Advanced
69 TINC Annual Report 2021-2022
Valuation at the Amsterdam Institute of Finance (2007 & 2009) an MBA Lead an organization in the context of Dexia Corporate University at Vlerick Leuven Ghent Management School (2011) and followed various courses with respect to corporate valuation (1992‐present). Peter worked
Katja Willems obtained a master's degree in applied economics from the university of Leuven (KU Leuven). She started her career at Dexia as a business analyst for the
financial management reporting. In 2013 she joined Belfius Insurance NV, she worked as an advisor to the Chief Commercial Officer and in a corporate office function for the CEO on strategic project management. Currently Katja is working at Belfius Bank NV as responsible person of the department Strategic Planning & Performance Management department, responsible for the support of the management of Belfius Bank & Insurance in the implementation of the Belfius Strategy.
The Supervisory Board is responsible for the overall policy and strategy of TINC and for all acts specifically reserved to a Supervisory Board by law or by the articles of association. The Supervisory Board is also responsible for the appointment and the supervision of the Management Board.
In addition, the articles of association of TINC Manager expressly grant the Supervisory Board the authority to take decisions regarding investments, divestitures and capital operations of companies within the investment portfolio.
During the past financial year, the Supervisory Board, in the exercise of its mandate as Statutory Director of TINC, met four times. The presence of the directors at the meetings and in the committees is reflected further in the remuneration report.
In its meetings during the past financial year the Supervisory Board discussed mainly the following topics:
For an overview of the attendance of individual directors, see chapter 6.7.2 in the remuneration report.
In dealing with these topics, the application of the conflict of interest procedure for individual directors had not to be applied.
The Supervisory Board undertakes an evaluation of its operation and effectiveness every two years. This occurred in the financial year 2019-2020 and will be organized again in the course of the new financial year.
Within the Supervisory Board, the two existing committees, i.e. the Audit Committee and the Nomination and Remuneration Committee, will be retained.
The Audit Committee consists of one independent director and two non-independent directors of the Statutory Director. The chairman is an independent director who is not the chairman of the Supervisory Board. In the past financial year, the Audit Committee consisted of the Chairman, Jean Pierre Dejaeghere (until 15 June), Kathleen Defreyn, Marc Vercruysse and Peter Vermeiren. As of 15 June 2022, the date on which Jean Pierre Dejaeghere's mandate ends, Kathleen Defreyn takes on the role of chairman of the Audit Committee. With a chairman who, as CFO at
various companies, has many years of accounting and auditing experience, and other members with a banking or CFO background, the Audit Committee in its new composition also has the necessary experience and expertise to fulfil its task.
In the past financial year, the Audit Committee met three times, always in the (quasi) full presence of the members. The company's auditor was present when the interim and annual reports were discussed and reported to the committee of his findings regarding the auditing process of these reports.
The Audit Committee considered the process of financial reporting, the valuation of the investment portfolio, the semestrial and annual results and, the independence of the statutory auditor.
The Nomination and Remuneration Committee is composed of three independent directors and two non-independent directors. The Nomination and Remuneration Committee consisted in the past financial year of Philip
Maeyaert (the chairman), Jean Pierre Dejaeghere, Elvira Haezendonck, Marc Vercruysse and Peter Vermeiren. As of 15 June 2022, the date on which Jean Pierre Dejaeghere's mandate ends, Helga Van Peer joined the Nomination and Remuneration Committee.
In the past financial year, the Nomination and Remuneration Committee met twice. The Nomination and Remuneration Committee discussed the draft remuneration report in accordance with Article 3:6, §3 of the Code of Companies and Associations, advice on the reappointment of members and on the composition of the Supervisory Board and compliance with the Corporate Governance Code.
The Management Board consists of at least three members, who may not be directors. The members are appointed and dismissed by the Supervisory Board, after advice from the CEO (except for himself), for an indefinite period of time.
The Management Board is, in execution of the mandate of TINC Manager as Statutory Director, authorized to perform all acts necessary or useful to achieving the Company's object and which are not reserved by law or the articles of association to the Supervisory Board. As such, the articles of association of TINC Manager explicitly provide that the power to take decisions regarding investments, divestments and capital operations of companies within the investment portfolio is entrusted to the Supervisory Board.
The Chairman of the Management Board is the CEO who leads the Management Board and ensures its organization and proper functioning. Notwithstanding the fact that the Management Board is a collegial body and has collective responsibility, each Management Board member has specific tasks and responsibilities.
The Management Board is at the date of this annual report composed of:
Manu Vandenbulcke obtained a Master's degree in Law at the KU Leuven in 1995, an LLM degree at the University of Stellenbosch (South-
Africa) in 1997 and a postgraduate degree in real estate (1999) and economics (2000) at the KU Leuven. He started his career in 1998 at Petercam Securities in Brussels. In 2000, he joined Macquarie Bank Ltd. in London where he worked first in the structured finance and then the corporate finance team. Since 2007 Manu Vandenbulcke is CEO of TDP NV.
Since 2015 Manu Vandenbulcke is chairman of the Management Board and CEO of the Statutory Director and responsible for the general management.
Filip Audenaert obtained a diploma in Computer Sciences and a diploma in Commercial Engineering from the KU Leuven. He started his career at
KBC Group in 1994 in the Corporate Banking department. Prior to joining TDP in 2010, he also worked in the Corporate Finance department of KBC Securities.
Since 2015 Filip Audenaert is member of the Management Board of the Statutory Director and responsible for the financial management.
Bruno Laforce obtained a Masters' degree in Law at the KU Leuven in 1992 and an LLM degree at the University of California, Los Angeles (USA) in 1997. He started his career as an
attorney specializing in corporate, M&A and capital market transactions. He also acted as advisor and legal project manager for private equity investments and capital market transactions. Furthermore, he held the position of corporate counsel at Telenet. Prior to joining TDP, he worked at Gimv sequentially as Senior Legal Counsel and Fund Manager.
Since 2015 Bruno Laforce is member of the Management Board and corporate secretary of the Statutory Director and responsible for risk and compliance, legal affairs and investor relations.
In the context of the IPO, TINC concluded a Partnership agreement with TDP NV. TDP NV is active in developing, managing and investing in infrastructure. Its shareholders are Belfius and Gimv.
The Partnership agreement provides that TDP act as a central platform for investment opportunities and contains principles regarding the allocation of investment opportunities. TINC has the option to invest 50% in any investment opportunity that is centralized at TDP. The remaining 50% of any such investment opportunity is available for investment by TDP (and/or by TDP-associated companies), as far as this complies with the applicable investment criteria.
The Partnership agreement aims to create synergies resulting in a stronger market position for infrastructure investments. This makes it possible, among other things, to seize larger investment opportunities through co-investment. To the extent that investment opportunities for TINC relate to the acquisition of participations directly from TDP or affiliated parties of TDP, the legal procedure for conflict of interests , will be applied. This procedure did not have to be followed in the last financial year.
The annual shareholders' meeting of October 21, 2020 has reappointed Ernst & Young Bedrijfsrevisoren CVBA, represented by Mr. Ronald Van den Ecker, as its statutory auditor. Its mandate expires immediately after the ordinary general meeting of shareholders that relates to the financial year starting on 1 July 2022. Total fees of EY in respect of the past financial year amounted to €103,172, composed of fees charged to TINC and/or its subsidiaries for the exercise of the statutory auditor's mandate for an amount of €100,272, for non-audit services for an amount of €2,900.
The Supervisory Board has decided not to create an internal audit function for the time being, since the size of the business does not justify a full-time position, but will annually assess the possible need thereto.
This does not prevent TINC, as a listed company, being attentive to business risk management. This is a process in which all levels of the company are involved in identifying potential events that could affect the company. TINC takes care to manage these, so that they fall within the risk appetite and so that reasonable assurance can be offered that the company will achieve its business objectives (cfr. the definition used by COSO, Committee of Sponsoring Organisations of the Treadway Commission).
In line with the COSO enterprise risk management framework, TINC operates as follows with respect, among other things, to the following categories of business objectives:
• Strategically: the ultimate responsibility for making investment/divestment decisions lies with the Supervisory Board. This allows the Supervisory Board to assess at all times the
investment/divestment proposals submitted to it by the Management Board and to balance them against TINC's strategic objectives;
An overview of the main risks to which TINC is subject is described elsewhere in this report.
The Statutory Director is entitled, under the articles of association, to an annual remuneration consisting of the following components:
The General Meeting of Shareholders of the Statutory Director decides whether the mandate of director will be remunerated and has accordingly determined the remuneration for the members of the Supervisory Board as follows:
Management Board members are not remunerated for their mandates at TINC Manager.
For the past financial year, the following attendances were recorded and corresponding remunerations paid:
| Director | Fixed remuneration* | Supervisory Board | Committees | Total remuneration* | ||
|---|---|---|---|---|---|---|
| Attendance | Attendance fee* | Attendance | Attendance fee* | |||
| Philip Maeyaert (ch.) | 20,000 | 4/4 | 4,000 | 2/2 | 1,000 | 25,000 |
| Kathleen Defreyn | 9,000 | 4/4 | 4,000 | 3/3 | - | 13,000 |
| Jean Pierre Dejaeghere | 9,000 | 4/4 | 4,000 | 5/5 | 1,500 | 14,500 |
| Elvira Haezendonck | 9,000 | 4/4 | 4,000 | 2/2 | - | 13,000 |
| Helga Van Peer | 9,000 | 4/4 | 4,000 | - | - | 13,000 |
| Kristof Vande Capelle | - | 4/4 | - | - | - | - |
| Marc Vercruysse | - | 4/4 | - | 5/5 | - | - |
| Peter Vermeiren | - | 4/4 | - | 4/5 | - | - |
| Katja Willems | - | 3/4 | - | - | - | - |
| * In €. | 78,500 |
Infrastructure is the backbone of a modern society. It is the combination of basic services that make all kinds of development (economic, social, personal) possible.
For TINC, these societal trends form the framework for investments with an impact on specific focus areas, such as Public Infrastructure, Energy Infrastructure, Digital Infrastructure and Selective Real Estate.
Based on these activities, an analysis was made regarding the sustainability themes that materially affect the organisation and activities of TINC.
As an investor, TINC wants to contribute to building the infrastructure that will serve the world of tomorrow. Tomorrow's world will undeniably be one where sustainability takes central stage.
TINC's investment strategy is inspired by a number of significant societal evolutions that embody acting in a sustainable way. These evolutions include the ambition to realise (re) new(ed) public infrastructure in a more efficient and sustainable way, the transition to a lowcarbon society, expanding digitalisation as a driver for development and the growing focus on care and wellbeing.
The most important areas which TINC is confronted with in the execution of its activities
| Environmental | • Greenhouse gas emissions • Thoughtful management of energy and resource management • Climate change - risks and opportunities |
|---|---|
| Social | • Employee wellbeing and safety |
| Governance | • Good governance (both regarding its own organization and its participations) • Detection, mitigation and management of risk • Supply chain management |
During the past financial year, TINC further implemented its sustainability roadmap in a number of areas based on the materiality analysis.
The concept of sustainability is adequately translated into concrete principles by the United Nations Sustainable Development Goals (UN SDGs), a comprehensive set of goals that aim to achieve sustainable development and act as a reference model.
From its activity as a long-term investor in companies that realise and operate infrastructure, often with a societal function, TINC contributes to the fulfilment of a large number of these development objectives.
TINC has made an analysis of the impact (positive or negative) on the Sustainable Development Goals for each of the segments in which it invests.
This analysis allows TINC to monitor the impact and take actions to avoid negative influences or to strengthen positive influences.
An example of such impact analysis in the investment portfolio, particularly for a lock complex (part of the Public Infrastructure segment), can be found hereinafter.
When analysing whether new investment opportunities fit within TINC's investment policy, it is also checked whether any grounds for exclusion apply. These grounds for exclusion are described in the principles of Responsible Investment as included in the Sustainability Policy and prevent investments in companies or projects that are guilty of or associated with, for example, social exploitation, corruption, money laundering, etc.
In a next phase, the investment opportunity is submitted to a thorough investigation ('due diligence'). As part of this investigation, questionnaires are used to evaluate ESG topics related to the investment opportunity. These questionnaires were developed during the past financial year.
| Inputs | Outputs | Outcomes | SDG Impacts |
|---|---|---|---|
| Investment in lock Partners & Contractors |
Prinses Beatrixsluis: Lock in Lekkanaal • Refurbishment of 2 existing lock chambers |
• Facilitate maritime connection between Rotterdam and Amsterdam resolving bottleneck in traffic over water between major ports |
Development of quality and, reliable infrastructure to support economic development |
| (i.e. Besix, Heijmans, Jan de Nul) |
• Addition of one lock chamber |
• Change in land use and disturbance of local marine biodiversity (e.g. during operation, maintenance and |
|
| Construction materials (e.g. concrete, steel.) Natural resource |
Enables passage for 50,000 vessels per year |
construction) • Indirect emissions to water caused by increased boat transport |
Degradation and potential loss of marine biodiversity |
| (e.g. energy) | • Increased transport by boat reducing the need for higher emitting forms of road transport |
Indirect reduction of GHG emissions | |
| • GHG emissions and other air emissions (i.e. upstream, direct and downstream GHG, NOX and SOX emissions) |
Increase of GHG emissions contributing to climate change |
||
| • Energy use during refurbishment/construction and operation (incl. Renewable energy for operating lock doors) • Production of construction waste |
Increased use of natural resources | ||
| • Increased work for construction and operation workers |
Potential risks of accidents (depending on working conditions |
The analysis resulting from this questionnaire is included in the final assessment of the investment proposal as part of the decisionmaking process.
Also in the participations that already belong to the portfolio sustainability is a theme that is being worked on. During the past financial year, the portfolio companies were systematically interviewed about the attention paid to sustainability in the execution of their activities. This is a continuous process that is further followed up through TINC's role as a shareholder and the representation in the board of directors of the participations to stimulate further awareness and action.
An important area of sustainability is the focus on greenhouse gas emissions.
In order to gain insight into the carbon footprint of TINC and its activities, in a first phase, the scope 1, 2 and, partly, the scope 3 emissions of TINC as an organisation were mapped out in accordance with the guidelines of the Greenhouse Gas Protocol.
Since TINC does not have staff of its own, relies exclusively on third parties (mainly TDP NV) for its investment activities and does not have any office buildings, there are consequently no scope 1 and 2 emissions. As a consequence a large number of scope 3 categories are not applicable (see footnote for a complete overview1 ).
For scope 3, in a first phase, the emissions related to the services TINC insourced from TDP were calculated (Categorie 3 – Purchased goods and services). TDP itself has set an ambition to move towards full electrification of its fleet, subject to a transition period. The building in which TDP has its offices is equipped with solar panels and a green energy contract, which has already significantly reduced CO2 emissions:
| TINC AS ORGANISATION (in tons CO2 ) |
emission 2021 |
|---|---|
| Scope 1 | 0 |
| Scope 2 | 0 |
| Scope 3 (partly) | 52.15 |
| Total emission | 52.15 |
1 The following scope 3 categories are not applicable for TINC: 2. Capital goods, 3. Fuel- and energy-related activities (not included in scope 1 or scope 2), 4. Upstream transportation and distribution, 5. Waste generated in operations, 6. Business travel, 7. Employee commuting, 8. Upstream leased assets, 9. Downstream transportation and distribution, 10. Processing of sold products, 11. Use of sold products, 12. End-of-life treatment of sold products, 13. Downstream leased assets, 14. Franchises
CO2 emissions inevitably occur during the construction, realisation and operation of the infrastructure in which TINC invests. At the same time, however, there are also many participations where the functionality of the infrastructure actually reduces CO2 emissions, which is the case with the production of renewable energy by wind and solar parks but also, for example, with the Princess Beatrix Lock in the Netherlands, where the refurbishment of the existing lock chambers and the addition of a new lock chamber stimulates transportation over water (with, as a side effect, fewer trucks on the road).
It is also worth mentioning in this context that a large number of the participations concern companies in which the infrastructure was accommodated for exploitation without any activities taking place that produce scope 1 or 2 emissions.
This is, for example, the case for the participations in Public Infrastructure where the activity, once the infrastructure is built, consists of making the infrastructure available to the government.
The same is the case with the participations in renewable energy, where there are also no scope 1 and 2 emissions for the operation of the participations.
For the maintenance, upkeep, repairs of the infrastructure, these participations rely on third parties (scope 3).
Where operational activities do take place in participations, TINC works to create awareness about CO2 emissions and possibilities to reduce them.
In a next phase, TINC intends to report on the CO2 emissions of the main participations in its portfolio (scope 3 categorie 15. Investments).
In order to provide for the financing of the further growth of its portfolio, TINC has developed a framework for attracting debt financing of a sustainable nature with a view to using it for investments within TINC's investment policy and focus areas (the 'Sustainable Finance Framework').
It envisages investments that contribute to the Sustainable Development Goals, specifically in relation to social and environmental aspects.
The Sustainable Finance Framework ('SFF') was drafted in line with the ICMA Green Bond Principles 2021, the Social Bond Principles 2021, the Sustainability Bond Guidelines 2021 and the LMA Green Loan Principles 2021 and Social Loan Principles 2021. The framework of the SFF was reviewed by an independent organisation (ISS Corporate Services).
Based on the Sustainable Finance Framework, TINC can in the next 2 years issue debt instruments such as commercial paper, debentures, loans, bonds, etc. specifically intended for investments with a sustainable character.
Both the Sustainable Finance Framework and its independent assessment are available on the TINC website.
| Sustainability policy |
TINC has a sustainability policy that includes the exclusion of investments in companies that are active in or involved in violations of human rights (slavery, social exploitation, etc.) and environmental legislation, corruption, arms trafficking, etc. |
|---|---|
| CO2 emissions | The scope 1, 2 and 3 (partly related to services) C02 emissions were mapped. |
| Working environment |
TINC does not have any staff of its own; TINC relies on TDP NV for its activities; within TDP, social legislation is strictly observed. |
| Respect and integrity |
The staff of TDP endorse a code of conduct with guidelines regarding respect and integrity, confidentiality, anti-corruption, fair competition, etc. In addition, employees of TDP, directors and management endorse a code of conduct with regard to the trading of TINC shares (Code of Dealing). |
| Management of participations |
TINC aims to be represented on the boards of directors of its participations (with share capital). |
| Risk management |
From within the boards of directors TINC and its representatives are well placed to detect, analyse and mitigate risks in a timely manner. |
| Diversity | Half of the supervisory board of the sole director of TINC is composed of directors of a different gender than the other half. Half of the directors are independent directors. The directors have diverse backgrounds (corporate, investors, banking, academic, legal). |
In the performance of its activities, TINC enters into dialogue with various of its stakeholders in the framework of a transparent communication and mutually stimulating exchanges of views in the interest of cooperation.
| Interested party/stakeholder | Description of the interaction |
|---|---|
| Shareholders | TINC interacts with its shareholders, not only at the annual general meeting, open to all shareholders, but also at contact moments with institutional shareholders (at roadshows) and with retail investors at trade fairs or investor days. |
| Supervisory Board (Directors) | TINC has a sole director with a dual management structure composed of a supervisory board and an executive board (see Corporate Governance Statement). This structure and the fact that the supervisory board also has the authority for investment decisions, ensures good interaction between, on the one hand, the directors with a diversity of backgrounds, experience and skills and, on the other hand, the members of the management board in whose hands the operational responsibility lies and who are involved in the activities on a day-to-day basis. |
| Participations | In most participations, TINC is represented in the board of directors, from where it interacts with the other directors and shareholders (when applicable) and external appointees. |
| Debt financiers | TINC itself has no debt position towards financiers. Nevertheless, through the Sustainable Finance Framework, TINC has provided for the possibility of attracting financing within a sustainable framework. To establish this framework, TINC interacted with ISS Corporate Solutions who provided an independent opinion. The portfolio participations generally make use of debt financing provided by various banks or bank consortia. Contacts with them are maintained through, among other things, periodic and ad hoc reports from the portfolio companies. |
| Financial institutions | TINC and its participations frequently communicate with the financial institutions with which relations have been established in the framework of the application of the rules for prevention of money laundering. |
| Sector organisations | TINC keeps in touch with what is going on in the sector of infrastructure and values the exchange of ideas; TINC and/or TDP are members of a.o. IPFA (International Project Finance Association), BVA (Belgian Venturing Association), GLIO (Global Listed Infrastructure Organisation). |
| Government and administration |
As a listed company, TINC falls under the supervision of the FSMA and maintains regular contacts. |
| Analysts | Following the announcement of the (semi-)annual results and other press releases, TINC maintains a periodic and correct relationship with the analysts who follow the TINC share. |
Within the management board, the Sustainability Committee monitors the sustainability of TINC as an organisation and as an investor in the portfolio companies. The Sustainability Committee regularly reports to the Audit Committee.
| Period ending at: (€) |
Notes | June 30, 2022 12 months |
June 30, 2021 12 months |
|---|---|---|---|
| Operating income | 39,819,732 | 40,000,989 | |
| Interest income | 11 | 8,622,572 | 8,945,736 |
| Dividend income | 11 | 11,239,840 | 14,555,026 |
| Gain on disposal of investments | 11 | - | - |
| Unrealised gains on investments | 11 | 19,435,515 | 15,979,274 |
| Revenue | 11 | 521,806 | 520,953 |
| Operating expenses (-) | (14,233,888) | (8,016,756) | |
| Unrealised losses on investments | 11 | (9,376,128) | (3,522,072) |
| Selling, General & Administrative Expenses | 11 | (4,709,641) | (4,406,974) |
| Depreciations and amortizations | (3,663) | (1,933) | |
| Other operating expenses | 11 | (144,455) | (85,778) |
| Operating result, profit (loss) | 25,585,844 | 31,984,233 | |
| Finance income | 12 | 196,020 | 200,742 |
| Finance costs (-) | 12 | (175,887) | (90,376) |
| Result before tax, profit (loss) | 25,605,977 | 32,094,599 | |
| Tax expenses (-) | 13 | (632,465) | (1,023,222) |
| Total consolidated income | 24,973,512 | 31,071,376 | |
| Total other comprensive income | - | - | |
| Total comprehensive income | 14 | 24,973,512 | 31,071,376 |
| Earnings per share (€) | |||
| 1. Basic earnings per share (*) | 14 | 0.69 | 0.85 |
| 2. Diluted earnings per share (**) | 14 | 0.69 | 0.85 |
| Weighted average number of ordinary shares | 14 | 36,363,637 | 36,363,637 |
* Calculated on the basis of the weighted average number of ordinary shares: 36,363,637 (30/06/2022) en 36,363,637 (30/06/2021)
** Assumed that all stock options warrants which were in the money as at the end of the period would be exercised. The Company has no options / warrants outstanding throughout the reporting period.
| Period ending at: (€) |
Notes | June 30, 2022 12 months |
June 30, 2021 12 months |
|---|---|---|---|
| I. NON-CURRENT ASSETS | 415,860,071 | 398,066,731 | |
| Intangible assets | 13,040 | 14,296 | |
| Investments at fair value through profit and loss | 16 | 415,436,602 | 396,889,556 |
| Deferred taxes | 13 | 410,430 | 1,162,879 |
| II. CURRENT ASSETS | 48,779,322 | 60,683,581 | |
| Trade and other receivables | 17 | 343,515 | 426,724 |
| Cash and short-term deposits | 4, 18 | 48,435,807 | 60,256,857 |
| Other current assets | - | - | |
| TOTAL ASSETS | 464,639,394 | 458,750,312 |
| Period ending at: (€) |
Notes | June 30, 2022 12 months |
June 30, 2021 12 months |
|---|---|---|---|
| I. EQUITY | 463,624,416 | 457,863,119 | |
| Issued capital | 3, 19 | 151,814,227 | 168,177,863 |
| Share premium | 3 | 174,688,537 | 174,688,537 |
| Reserves | 3 | 30,424,719 | (6,522,108) |
| Retained earnings | 3 | 106,696,933 | 121,518,827 |
| II. LIABILITIES | 1,014,978 | 887,193 | |
| A. Non-current liabilities | - | - | |
| B. Current liabilities | 1,014,978 | 887,193 | |
| Financial liabilities | - | - | |
| Trade and other payables | 718,351 | 877,342 | |
| Income tax payables | 20 | 264,559 | - |
| Other liabilities | 32,069 | 9,851 | |
| TOTAL EQUITY AND LIABILITIES | 464,639,394 | 458,750,312 |
| Financial Year 2021 - 2022 (€) |
Notes | Issued capital |
Share premium |
Reserves | Retained earnings |
Equity |
|---|---|---|---|---|---|---|
| June 30, 2021 | 2 | 168,177,863 | 174,688,537 | (6,522,108) | 121,518,827 | 457,863,119 |
| Total comprehensive income | 1 | - | - | - | 24,973,512 | 24,973,512 |
| Capital increase | 4, 19 | - | - | - | - | - |
| Proceeds towards shareholders | (16,363,637) | - | (2,545,455) | - | (18,909,091) | |
| Other changes | - | - | 39,492,282 | (39,795,406) | (303,125) | |
| June 30, 2022 | 151,814,227 | 174,688,537 | 30,424,719 | 106,696,933 | 463,624,416 |
The increase in reserves during the past financial year (compared to June 30, 2021) amounts to €36,946,827. This increase is the combined result of:
Compared to June 30, 2021, the retained earnings decreased by €14,821,894. This decrease is composed of the realised and unrealised result for the period for an amount of €24,973,512, less the addition to the reserves for an amount of €39,795,406.
The following table shows the changes in equity from the previous financial year for comparison.
| Financial year 2020-2021 (€) |
Notes | Issued capital |
Share premium |
Reserves | Retained earnings |
Equity |
|---|---|---|---|---|---|---|
| June 30, 2020 | 2 | 184,905,136 | 174,688,537 | (4,839,591) | 90,943,318 | 445,697,401 |
| Total comprehensive income | 1 | - | - | - | 31,071,376 | 31,071,376 |
| Capital increase | 4, 19 | - | - | - | - | - |
| Proceeds towards shareholders | (16,727,273) | - | (1,818,182) | - | (18,545,455) | |
| Other changes | - | - | 135,664 | (495,868) | (360,203) | |
| June 30, 2021 | 168,177,863 | 174,688,537 | (6,522,108) | 121,518,827 | 457,863,119 |
| Period ending at: (€) Notes |
June 30, 2022 12 months |
June 30, 2021 12 months |
|---|---|---|
| Cash at beginning of period | 60,256,857 | 103,269,294 |
| Cash Flow from Financing Activities | (18,909,091) | (18,545,455) |
| Proceeds from capital increase | - | - |
| Proceeds from borrowings | - | - |
| Repayment of borrowings | - | - |
| Interest paid | - | - |
| Distribution to shareholders | (18,909,091) | (18,545,455) |
| Other cash flow from financing activities | - | - |
| Cash Flow from Investing Activities | 11,986,672 | (20,009,924) |
| Investments | (23,951,493) | (47,871,458) |
| Repayment of investments | 15,552,131 | 4,302,333 |
| Interest received | 8,331,436 | 8,826,399 |
| Dividend received | 11,448,990 | 14,137,530 |
| Other cash flow from investing activities | 605,608 | 595,271 |
| Cash Flow from Operational Activities | (4,898,631) | (4,457,058) |
| Management Fee | (5,283,195) | (4,720,804) |
| Expenses | (516,239) | (158,170) |
| Recovered VAT | 788,779 | 681,916 |
| Taxes paid | 112,025 | (260,000) |
| Cash at end of period 2, 18 |
48,435,807 | 60,256,857 |
The consolidated financial statements of TINC SA (hereinafter "TINC") for the fiscal year ending June 30, 2022 were authorized for issue by resolution of the Statutory Director on September 5, 2022. TINC is a limited liability company incorporated and domiciled in Belgium. Its registered office is located at Karel Oomsstraat 37, 2018 Antwerp, Belgium.
TINC is an investment company that takes interests in participations that are active in the realisation and operation of infrastructure.
The consolidated financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and as adopted by the European Union.
The consolidated financial statements have been prepared on a fair value basis, meaning that all investments are valued at Fair Value through the Profit and Loss statement. The consolidated financial statements are presented in euros, which is the functional currency of the Company, and all values are rounded to the nearest euro, except when otherwise indicated. The Company presents its balance sheet in order of current and non-current assets and liabilities.
In adopting the standards of IFRS as adopted by the European Union, TINC considered the application of the amendments to IFRS 10 (Consolidated Financial Statements), IFRS 12 (Disclosure of Interests in Other Entities) and IAS 27 (Consolidated and Separate Financial Statements) regarding investment entities (the 'Amendments') and concluded that the TINC meets the definition of an investment entity as set out within IFRS 10. This is still applicable as per June 30, 2022.
Under IFRS 10 an investment entity is an entity which:
In assessing whether it meets the definition of an investment entity, an entity must consider whether it has the following typical characteristics of an investment entity:
TINC will adopt the Amendments as from the financial year ended December 31, 2014 further to an assessment by TINC taking into account that :
This is the case with respect to all DBFM/PPP participations (where the infrastructure will revert to the public authority at the end of the project life) as well as for the energy participations (where the infrastructure will revert to the owner of the plot of land or will be removed at the end of the project life) and to a large respect for other participations (where, in the case of Bioversneller, the infrastructure also will revert to the land owner upon expiry of the project life).
Once an investment program within a certain participation has been completed, TINC will not add additional Infrastructure Assets to such participation unless inextricably connected to the underlying Infrastructure Asset (e.g. the maintenance, modifications, renovations or pre-agreed upon/ scheduled expansion of the existing Infrastructure Asset). Upon final expiry of all rights in relation to the underlying Infrastructure Assets and/or removal of the Infrastructure Assets from the plot of land, the company holding such Infrastructure Assets will be wound up and liquidated.
As a consequence TINC, as an investment company, measures all investments in participations (including subsidiaries thereof which it controls and joint ventures and associates) at fair value through profit or loss in accordance with IAS 39 Financial Instruments: Recognition and Measurement.
The fair value is calculated by discounting the future cash flows generated by the participations at an appropriate discount rate. The discount rates used are based on market discount rates for similar assets adjusted with an appropriate premium to reflect specific risks or the phase of the underlying Infrastructure Assets.
See below ('determination of fair value') for more information about the measurement procedure.
Associates are undertakings in which TINC has significant influence over the financial and operating policies, but which it does not control. Given that TINC is an investment company, these investments are measured at fair value, in accordance with IAS 28, par. 18, and are presented as financial assets – equity participations and measured at fair value through profit and loss. Changes in fair value are included in profit or loss in the period of the change.
Financing costs are recorded in the income statement as soon as incurred.
Financial fixed assets are valued in accordance with IFRS 10 at fair value.
When TINC invests in the equity of a company, this regards a participation in the share capital of that company. In most cases, such participation goes together with a participation in the company's shareholder loan. Both are recognized together on the balance sheet as 'Investments at fair value through profit and loss'. For valuation purposes a participation in the equity and in the shareholder loan of a company are taken together as they are economically to be considered as one.
When TINC grants a loan to a company without participating in the equity, this loan is also valued at fair value and is included under the heading 'Investments at fair value with recognition of changes in value in the income statement.
Realised gains and losses on investments are calculated as the difference between the selling price and the carrying amount of the investment at the date of disposal. All regular way purchases and sales of financial assets are recognized on the trade date.
Regular way purchases or sales are contractual purchases or sales of financial assets that require delivery of assets within the time frame generally established by regulation or convention in the marketplace.
TINC applies the following hierarchy for determining and disclosing the fair value of financial instruments, by valuation technique.
All participations of TINC are classified within level 3 of the fair value hierarchy.
In accordance with IFRS 13, fair value is determined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In the absence of an active market for a financial instrument, TINC uses valuation models. Here, TINC follows the International Private Equity and Venture Capital Valuation Guidelines. The valuation methodologies are applied consistently from period to period, except where a change would result in a better estimate of fair value.
Participations in infrastructure companies are often characterized by a high degree of long-term visibility on expected future cash flows. This visibility is the result of long-term contracts, a regulated framework, and/or the strategic position of the infrastructure. At each valuation exercise the expected longterm future cash flows of each underlying company are first updated based on its recent financial figures and updated assumptions. Then the resulted cash flows to TINC are calculated based on the participation in each of the companies.
The updated expected future long-term cash flows related to each of TINC's participations are discounted at a market discount rate. This discount rate is reflective of the participation's risk rating, which is subject to the company's profile and to the investment instrument itself (an equity participation or a loan). The profile of an infrastructure company is determined by potential fluctuations in revenues and expenses, the presence and robustness of longterm contracts and the quality of the counterparties thereto, the refinancing risk of the debt, etc. Recent transactions between market participants can provide an indication of a market discount rate.
When an equity participation is accompanied by a shareholder loan, all expected future cash flows related to both investment instruments are discounted together at a market discount rate.
The resulting fair value is considered the fair value ('FV') of the participation and is recognized on the balance sheet as 'Investments at fair value through profit and loss'. In case of a recent transaction, the transaction value will initially be applied.
Changes in fair value are recognized in the income statement as unrealised gains or losses.
On the divestment of a participation, the capital gain or loss, calculated as the difference between the sale price and the fair value on the balance sheet at the time of the sale, is recognized as a realised gain or loss in the income statement.
Financial assets and liabilities are derecognized from the accounting records whenever TINC no longer manages the contractual rights attached to them. It does this whenever the financial assets or liabilities are sold or whenever the cash flows attributable to these assets are transferred to an independent third party.
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires.
Regular purchases and sales of financial assets are recorded at transaction date.
Other non-current and current assets are measured at amortized cost.
Current taxes are based on the results of TINC and are calculated according to the local tax rules.
Deferred income tax is provided, based on the liability method, on all temporary differences between the tax basis of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax assets are recognized for all deductible temporary differences between the taxable base for assets and liabilities and their carrying amounts for financial reporting purposes at reporting date.
Deferred tax assets are recognized for all deductible temporary differences, except:
Deferred taxes are recognized for all deductible temporary differences. TINC does not recognize deferred tax assets on any unused tax credits and any unused tax losses.
A deferred tax asset will be recognized for tax losses and tax credits as far as it is probable that they can be offset against future taxable profit.
Cash and cash equivalents are cash, bank deposits and liquid assets. These are all treasury resources held in cash or on a bank deposit. These products are therefore reported at nominal value.
Provisions are recognized when TINC has a present legal or constructive obligation as a result of past events, and it is probable that an outflow of resources will be required to settle the obligations and a reliable estimate of the amounts can be made. Where TINC expects an amount which has been provided for to be reimbursed, the reimbursement is recognized as an asset only when the reimbursement is virtually certain.
Revenue is recognized whenever it is probable TINC will receive economic benefits which revenue can be reliably measured.
Dividend revenue is recognized on the date on which TINC's right to receive the payment is established.
Dividend revenue is presented gross of any non-recoverable withholding taxes, which are disclosed separately in the statement of comprehensive income.
Interest-bearing loans and borrowings are initially valued at fair value. Subsequently, the loans and borrowings are measured at amortized cost using the effective interest rate method.
Dividends proposed by the Statutory Manager are not recorded in the financial statements until they have been approved by the shareholders at the annual General Meeting.
TINC calculates both basic and diluted earnings per share in accordance with IAS 33. Basic earnings per share are computed using the weighted average number of shares outstanding during the period. Diluted earnings per share are computed using the weighted average number of shares outstanding during the period plus the dilutive effect of warrants and stock options (if any) outstanding during the period.
TINC typically incurs various costs in issuing or acquiring its own equity instruments. Those costs might include registration and other regulatory fees, amounts paid to legal, accounting and other professional advisers, printing costs and stamp duties. The transaction costs of an equity transaction are accounted for as a deduction from equity (net of any related income tax benefit) to the extent they are incremental costs directly attributable to the equity transaction that otherwise would have been avoided. Other costs related to public offerings of equity instruments (such as road shows and other marketing initiatives) are recognized as an expense.
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker who is identified as the Board of Directors which is responsible for allocating resources, assessing performance of the operating segments. Currently the Company operates as a single segment.
TINC has applied for the first time certain standards and amendments. TINC has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.
Although these new standards and amendments apply for the first time in 2021/2022, they do not have a material impact on the annual consolidated financial statements of TINC. The nature and the impact of each of the following new standards, amendments and/or interpretations are described below:
The amendment to IFRS 4 provides a temporary exemption that permits, but does not require, the qualifying insurer to apply IAS 39 Financial Instruments: Recognition and Measurement rather than IFRS 9 for annual periods beginning before 1 January 2023. This standard is not applicable to TINC.
The amendments provide temporary reliefs which address the financial reporting effects when an interbank offered rate (IBOR) is replaced with an alternative nearly risk-free interest rate (RFR).
The amendments include the following practical expedients:
These amendments had no impact on the consolidated financial statements of TINC.
The amendments provide relief to lessees from applying IFRS 16 guidance on lease modification accounting for rent concessions arising as a direct consequence of the COVID-19 pandemic. As a practical expedient, a lessee may elect not to assess whether a COVID-19 related rent concession from a lessor is a lease modification. A lessee that makes this election accounts for any change in lease payments resulting from the COVID-19 related rent concession the same way it would account for the change under IFRS 16, if the change were not a lease modification. This amendment has extended the relief by one year to cover rent concessions that reduce only lease payments due on or before 30 June 2022.
The amendment applies to annual reporting periods beginning on or after 1 April 2021. The amendments did not have an impact on TINC's consolidated financial statements.
The standards and interpretations that are issued, but not yet effective, up to the date of issuance of TINC's financial statements are disclosed below. TINC intends to adopt these standards and interpretations, if applicable, when they become effective.
The amendments clarify the criteria for determining whether to classify
TINC expects that the changes will not have an impact on its consolidated financial statements.
The amendments help entities apply materiality judgements to accounting policy disclosures. The amendments to IAS 1 replace the requirement for entities to disclose their 'significant' accounting policies with a requirement to disclose their 'material' accounting policies.
The amendments also introduced additional guidance and examples to the practice statement on how entities apply the concept of materiality in making decisions about accounting policy disclosures.
Entities are required to apply these changes on annual periods beginning on or after 1 January 2023.
TINC expects that the changes will not have an impact on its consolidated financial statements.
* Not yet adopted by the EU as of 6 September 2022.
The amendments introduce a new definition of an estimate. Estimates are defined as 'monetary amounts in the financial statements that are subject to measurement uncertainty'. The amendments clarify the distinction between changes in accounting estimates and changes in accounting policies and the correction of errors.
Entities are required to apply these changes on annual periods beginning on or after 1 January 2023.
TINC expects that the changes will not have an impact on its consolidated financial statements.
The Amendments narrow the scope of the initial recognition exception under IAS 12 Income Taxes, so that it no longer applies to transactions that give rise to equal taxable and deductible temporary differences.
The Amendments also clarify that where payments that settle a liability are deductible for tax purposes, it is a matter of judgement (having considered the applicable tax law) whether such deductions are attributable for tax purposes to the liability recognised in the financial statements (and interest expense) or to the related asset component (and interest expense). This judgement is important in determining whether any temporary differences exist on initial recognition of the asset and liability.
Entities are required to apply the amendments on annual reporting periods beginning on or after 1 January 2023.
TINC expects that the changes will not have an impact on its consolidated financial statements.
The amendments prohibit entities deducting from the cost of an item of property, plant and equipment, any proceeds from selling items produced while bringing that asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Instead, an entity recognises the proceeds from selling such items, and the costs of producing those items, in profit or loss.
Companies are required to apply the amendment to annual reporting periods beginning on or after 1 January 2022. The amendment must be applied retrospectively but only to items of property, plant and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after the beginning of the earliest period presented in the financial statements in which the entity first applies the amendments. Earlier application is permitted.
TINC expects that the changes will not have an impact on its consolidated financial statements.
The amendments specify which costs an entity needs to include when assessing whether a contract is onerous or loss-making. The amendments apply a 'directly related cost approach'. The costs that relate directly to a contract to provide goods or services include both incremental costs and an allocation of costs directly related to contract activities. General and administrative costs do not relate directly to a contract and are excluded unless they are explicitly chargeable to the counterparty under the contract.
Companies are required to apply the amendments to annual reporting period beginning on or after 1 January 2022. Earlier application is permitted. An entity shall apply the amendments to contracts for which it has not yet fulfilled all its obligations at the beginning of the annual reporting period in which it first applies the amendments (the date of initial application). The entity shall not restate comparative information.
TINC expects that the changes will not have an impact on its consolidated financial statements.
The amendments replaced the reference to an old version of the IASB's Conceptual Framework with a reference to the current version issued in March 2018 (the Conceptual Framework). The amendments further added an exception to the recognition principle in IFRS 3. That is, for liabilities and contingent liabilities that would be within the scope of IAS 37 or IFRIC 21, if incurred separately, an acquirer would apply IAS 37 or IFRIC 21, respectively, instead of the Conceptual Framework, to identify the obligations it has assumed in a business combination. The amendment further added an explicit statement in the standard that an acquirer cannot recognise contingent assets acquired in a business combination.
Companies are required to apply the amendments business acquisitions on or after the beginning of annual reporting period beginning on or after 1 January 2022. Earlier application is permitted if at the same time or earlier an entity also applies all the amendments made by Amendments to References to the Conceptual Framework in IFRS Standards, issued in March 2018.
TINC expects that the changes will not have an impact on its consolidated financial statements.
These amendments are not relevant to TINC, because TINC does not issue any insurance contracts.
These amendments are not relevant to TINC, because TINC does not issue any insurance contracts.
The IASB issued the 2018-2020 cycle improvements to its standards and interpretations, primarily with a view to removing inconsistencies and clarifying wording. These improvements include:
These amendments are not expected to have an impact on TINC.
TINC is an investment company and has 25 participations.
| Portfolio | Country | Type | Stake | Status |
|---|---|---|---|---|
| Public Infrastructure | ||||
| A15 Maasvlakte-Vaanplein | NL | Equity | 24.00% | Operational |
| Social Housing Ireland | IRE | Equity | 47.50% | Operational |
| L'Hourgnette | BE | Equity | 81.00% | Operational |
| Princess Beatrix Lock | NL | Equity | 40.63% | Operational |
| Brabo I | BE | Equity | 52.00% | Operational |
| Via A11 | BE | Equity | 39.06% | Operational |
| Via R4 Ghent | BE | Equity | 74.99% | Operational |
| Energy Infrastructure | ||||
| Berlare Wind | BE | Equity | 49.00% | Operational |
| Kroningswind | NL | Equity | 72.73% | In Realisation |
| Lowtide | BE | Equity | 99.99% | Operational |
| Nobelwind | BE | Loan | n/a | Operational |
| Northwind | BE | Loan | n/a | Operational |
| Solar Finance | BE | Equity | 87.43% | Operational |
| Storm Ireland | IE | Equity | 95.60% | Operational |
| Storm | BE | Equity | 39.47% - 45% | Oper. / In Real. |
| Kreekraksluis | NL | Equity | 43.65% | Operational |
| Sunroof | BE | Equity | 50.00% | Operational |
| Zelfstroom | NL | Equity | 90.00% | In Realisation |
| Portfolio | Country | Type | Stake | Status |
|---|---|---|---|---|
| Digital Infrastructure | ||||
| GlasDraad | NL | Equity | 100.00% | Oper. / In Real. |
| Datacenter United | BE | Equity | 75.00% | Operational |
| Selective Real Estate | ||||
| Bioversneller | BE | Equity | 50.00% | Operational |
| De Haan Vakantiehuizen | BE | Equity | 12.50% | Operational |
| Réseau Abilis | BE | Equity | 67.50% | Operational |
| Eemplein | NL | Equity | 100.00% | Operational |
| Garagepark | NL | Equity | 62.50% | In Realisation |
| Subsidiaries | Project name | City/Country | Company number | % voting rights | Change compared to previous year |
Reason why > 50% does not lead to consolidation |
|---|---|---|---|---|---|---|
| Bio-Versneller NV | Bioversneller | Antwerp, Belgium | 807.734.044 | 50.00% | 0.00% | IFRS 10 |
| C.H.I.M. | Sociale Huisvesting Ierland |
Antwerp, Belgium | 746.772.712 | 50.00% | 0.00% | IFRS 10 |
| DCU Invest NV | Datacenter United | Antwerp, Belgium | 748.969.860 | 75.00% | 0.00% | IFRS 10 |
| DG Infra+ Parkinvest BV | Eemplein | The Hague, The Netherlands |
27.374.495 | 100.00% | 0.00% | IFRS 10 |
| G.P. Invest BV | Garagepark | Amsterdam, The Netherlands |
86.623.141 | 62.50% | 62.50% | IFRS 10 |
| GlasDraad | GlasDraad | The Hague, The Netherlands |
69.842.043 | 100.00% | 0.00% | IFRS 10 |
| Kroningswind BV | Kroningswind | The Hague, The Netherlands |
64.761.479 | 72.73% | 0.00% | IFRS 10 |
| L'Hourgnette NV | L'Hourgnette | Sint-Gillis, Belgium | 835.960.054 | 81.00% | 0.00% | IFRS 10 |
| Lowtide NV | Lowtide/Hightide | Antwerp, Belgium | 883.744.927 | 99.99% | 0.00% | IFRS 10 |
| Silvius NV | Brabo I | Antwerp, Belgium | 817.542.229 | 99.99% | 0.00% | IFRS 10 |
| Solar Finance NV | Solar Finance | Antwerp, Belgium | 829.649.116 | 87.43% | 0.00% | IFRS 10 |
| Storm Holding 4 NV | Storm Ierland | Antwerp, Belgium | 666.468.192 | 95.60% | 0.00% | IFRS 10 |
| Sunroof BV | Sunroof | Antwerp, Belgium | 778.974.930 | 50.00% | 50.00% | IFRS 10 |
| T&D Invest NV | Réseau Abilis | Antwerp, Belgium | 689.769.968 | 67.50% | 0.00% | IFRS 10 |
| Via Brugge NV | Via A11 | Aalst, Belgium | 547.938.350 | 64.37% | 0.00% | IFRS 10 |
| Via R4-Gent NV | Via R4 Gent | Brussels, Belgium | 843.425.886 | 74.99% | 0.00% | IFRS 10 |
| Zelfstroom Invest BV | Zelfstroom | s-Hertogenbosch, The Netherlands |
86.344.072 | 90.00% | 90.00% | IFRS 10 |
| Associations | Project name | City/Country | Company number | % voting rights | Change compared to previous year |
|---|---|---|---|---|---|
| A-Lanes A15 BV | A15 Maasvlakte Vaanplein |
Nieuwegein, The Netherlands |
51.161.400 | 24.00% | 0.00% |
| De Haan Vakantiehuizen NV | De Haan Vakantiehuizen | Sint-Lambrechts Woluwe, Belgium |
707.946.778 | 12.50% | 0.00% |
| Elicio Berlare NV | Berlare Wind | Oostende, Belgium | 811.412.621 | 49.00% | 0.00% |
| SAS Invest BV | Prinses Beatrixsluis | The Hague, The Netherlands |
64.761.479 | 40.63% | 3.13% |
| Storm Holding NV | Storm | Antwerp, Belgium | 841.641.086 | 39.47% | 0.00% |
| Storm Holding 2 NV | Storm | Antwerp, Belgium | 627.685.789 | 39.47% | 0.00% |
| Storm Holding 3 NV | Storm | Antwerp, Belgium | 716.772.293 | 39.47% | 0.00% |
| Storm Holding 5 NV | Storm | Antwerp, Belgium | 787.877.154 | 45.00% | 45.00% |
| Windpark Kreekraksluis Holding BV | Kreekraksluis | The Hague, The Netherlands |
63.129.337 | 43.65% | 0.00% |
An overview of the contractual commitments or current intentions to provide financial or other support to its unconsolidated subsidiaries is provided in note 22: Off-balance sheet items.
TINC receives income from its participations in the form of dividends and interests.
Some of the participations may be subject to restrictions on their ability to make payments or distributions to TINC, including as a result of restrictive covenants contained in loan agreements (such as for example subordination agreements), tax and company law restrictions on the payment of distributions or other payments may also be contained in agreements with
such other parties. In addition, any change in the accounting policies, practices or guidelines relevant to TINC or to its participations, may reduce or delay distributions to TINC.
On June 30, 2022, TINC's participations are not subject to specific restrictions on cash flows to TINC resulting from the non-compliance with certain agreements.
TINC reports its investment activities in four segments. Management reporting also follows this structure in accordance with the requirements of IFRS 8. There are no transactions between segments.
The four segments are
An overview of the evolution of the fair value of the portfolio per segment can be found in note 16.
| Period ending at June 30, 2022: (€) |
Public infrastructure |
Energy infrastructure |
Digital infrastructure |
Selective Real Estate |
Business services & general |
Total |
|---|---|---|---|---|---|---|
| Interest income | 5,885,257 | 2,610,085 | - | 127,231 | - | 8,622,572 |
| Dividend income | 2,426,254 | 2,422,580 | 325,000 | 6,066,006 | - | 11,239,840 |
| Gain on disposal of investments | - | - | - | - | - | - |
| Unrealised gains (losses) on investments | 3,928,629 | (1,389,820) | 4,671,415 | 2,849,161 | - | 10,059,386 |
| Revenue | 140,378 | 212,996 | 37,500 | 130,931 | - | 521,806 |
| Portfolio result, profit (loss) | 12,380,518 | 3,855,841 | 5,033,915 | 9,173,329 | - | 30,443,603 |
| Selling, General & Administrative Expenses | - | - | - | - | (4,709,641) | (4,709,641) |
| Depreciations and amortizations | - | - | - | - | (3,663) | (3,663) |
| Other operating expenses | - | - | - | - | (144,455) | (144,455) |
| Operational result, profit (loss) | 12,380,518 | 3,855,841 | 5,033,915 | 9,173,329 | (4,857,760) | 25,585,843 |
| Financial result (-) | - | - | - | - | 20,133 | 20,133 |
| Tax expenses (-) | - | - | - | - | (632,465) | (632,465) |
| Total consolidated income | 12,380,518 | 3,855,841 | 5,033,915 | 9,173,329 | (5,470,091) | 24,973,512 |
| Assets and liabilites | ||||||
| Assets | 133,043,372 | 117,116,299 | 86,580,631 | 78,696,298 | 49,202,793 | 464,639,394 |
| Liabilites | - | - | - | - | 464,639,394 | 464,639,394 |
| Other segment information | ||||||
| Cashflow | 11,803,671 | 17,753,372 | 87,500 | 6,203,928 | - | 35,848,472 |
| Cash-income | 8,822,195 | 5,232,718 | 37,500 | 6,203,928 | - | 20,296,340 |
| Repayments | 2,981,476 | 12,520,655 | 50,000 | - | - | 15,552,131 |
| Period ending at June 30, 2021: (€) |
Public infrastructure |
Energy infrastructure |
Digital infrastructure |
Selective Real Estate |
Business services & general |
Total |
|---|---|---|---|---|---|---|
| Interest income | 5,930,013 | 2,888,493 | - | 127,231 | - | 8,945,736 |
| Dividend income | 4,333,161 | 3,459,579 | 325,000 | 6,437,285 | - | 14,555,026 |
| Gain on disposal of investments | - | - | - | - | - | - |
| Unrealised gains (losses) on investments | 4,943,104 | 2,622,196 | 4,485,705 | 406,198 | - | 12,457,202 |
| Revenue | 140,696 | 211,825 | 37,500 | 130,931 | - | 520,953 |
| Portfolio result, profit (loss) | 15,346,974 | 9,182,094 | 4,848,205 | 7,101,645 | - | 36,478,917 |
| Selling, General & Administrative Expenses | - | - | - | - | (4,406,974) | (4,406,974) |
| Depreciations and amortizations | - | - | - | - | (1,933) | (1,933) |
| Other operating expenses | - | - | - | - | (85,778) | (85,778) |
| Operational result, profit (loss) | 15,346,974 | 9,182,094 | 4,848,205 | 7,101,645 | (4,494,684) | 31,984,233 |
| Financial result (-) | - | - | - | - | 110,366 | 110,366 |
| Tax expenses (-) | - | - | - | - | (1,023,222) | (1,023,222) |
| Total consolidated income | 15,346,974 | 9,182,094 | 4,848,205 | 7,101,645 | (5,407,541) | 31,071,376 |
| Assets and liabilites | ||||||
| Assets | 131,966,105 | 117,024,839 | 76,434,215 | 71,464,397 | 61,860,756 | 458,750,312 |
| Liabilites | - | - | - | - | 458,750,312 | 458,750,312 |
| Other segment information | ||||||
| Cashflow | 10,579,084 | 10,150,205 | 360,000 | 6,688,456 | - | 27,777,746 |
| Cash-income | 9,987,623 | 6,439,334 | 360,000 | 6,688,456 | - | 23,475,412 |
| Repayments | 591,461 | 3,710,872 | - | - | - | 4,302,333 |
| (€) | Belgium | The Netherlands | Ireland | Total |
|---|---|---|---|---|
| Interest income | 6,842,680 | 1,779,892 | - | 8,622,572 |
| Dividend income | 7,194,536 | 4,045,304 | - | 11,239,840 |
| Gain on disposal of investments | - | - | - | - |
| Unrealised gains (losses) on investments | 1,857,712 | 8,177,691 | 23,983 | 10,059,386 |
| Revenue | 385,151 | 112,608 | 24,047 | 521,806 |
| Portfolio result, profit (loss) | 16,280,079 | 14,115,494 | 48,029 | 30,443,603 |
| Selling, General & Administrative Expenses | (4,709,641) | - | - | (4,709,641) |
| Depreciations and amortizations | (3,663) | - | - | (3,663) |
| Other operating expenses | (144,455) | - | - | (144,455) |
| Operational result, profit (loss) | 11,422,320 | 14,115,494 | 48,029 | 25,585,843 |
| Financial result (-) | 20,133 | - | - | 20,133 |
| Tax expenses (-) | (632,465) | - | - | (632,465) |
| Total consolidated income | 10,809,988 | 14,115,494 | 48,029 | 24,973,512 |
| Assets and liabilites | ||||
| Assets | 307,238,246 | 143,594,696 | 13,806,451 | 464,639,394 |
| Liabilites | 464,639,394 | - | - | 464,639,394 |
| Other segment information | ||||
| Cashflow | 29,836,966 | 5,989,564 | 21,941 | 35,848,472 |
| Cash-income | 14,284,835 | 5,989,564 | 21,941 | 20,296,340 |
| Repayments | 15,552,131 | - | - | 15,552,131 |
| (€) | Belgium | The Netherlands | Ireland | Total |
|---|---|---|---|---|
| Interest income | 7,175,110 | 1,770,626 | - | 8,945,736 |
| Dividend income | 11,726,485 | 2,493,941 | 334,600 | 14,555,026 |
| Gain on disposal of investments | - | - | - | - |
| Unrealised gains (losses) on investments | 6,478,315 | 8,038,000 | (2,059,113) | 12,457,202 |
| Revenue | 384,859 | 112,673 | 23,421 | 520,953 |
| Portfolio result, profit (loss) | 25,764,769 | 12,415,240 | (1,701,092) | 36,478,917 |
| Selling, General & Administrative Expenses | (4,406,974) | - | - | (4,406,974) |
| Depreciations and amortizations | (1,933) | - | - | (1,933) |
| Other operating expenses | (85,778) | - | - | (85,778) |
| Operational result, profit (loss) | 21,270,085 | 12,415,240 | (1,701,092) | 31,984,233 |
| Financial result (-) | 110,366 | - | - | 110,366 |
| Tax expenses (-) | (1,023,222) | - | - | (1,023,222) |
| Total consolidated income | 20,357,228 | 12,415,240 | (1,701,092) | 31,071,376 |
| Assets and liabilites | ||||
| Assets | 312,478,095 | 132,492,275 | 13,779,942 | 458,750,312 |
| Liabilites | 458,750,312 | - | - | 458,750,312 |
| Other segment information | ||||
| Cashflow | 23,222,828 | 4,199,114 | 355,804 | 27,777,746 |
| Cash-income | 18,920,494 | 4,199,114 | 355,804 | 23,475,412 |
| Repayments | 4,302,333 | - | - | 4,302,333 |
| Period ending at: (€) |
Notes | June 30, 2022 12 months |
June 30, 2021 12 months |
|---|---|---|---|
| Interest Income | 1 | 8,622,572 | 8,945,736 |
| Dividend Income | 1 | 11,239,840 | 14,555,026 |
| Turnover | 1 | 521,806 | 520,953 |
| TOTAL | 20,384,217 | 24,021,715 |
This heading shows a decrease of €3,637,498 compared to the financial year ending on June 30, 2021.
In comparison to the previous financial year, dividend income decreased with an amount of €3,315,186 but is in line with expectations. Last year TINC received higher dividends from some of its participations.
The interest income comprises (i) capitalized interests included in the fair value of the participations and (ii) interests, either received in cash or scheduled to be received in cash shortly after reporting date. In comparison to the previous financial year, interest income decreased with €323,164. This decrease is due to a lower total outstanding amount of loans, both shareholder loans and subordinated loans.
The turnover consists of fees from the participations such as remuneration fees and mandate fees in connection with transactions. Over the past financial year, turnover amounts to €521,806. This is in line with the previous financial year.
| Period ending at: (€) |
Notes | June 30, 2022 12 months |
June 30, 2021 12 months |
|---|---|---|---|
| Unrealised gains on financial assets | 1 | 19,435,515 | 15,979,274 |
| Unrealised losses on financial assets | 1 | (9,376,128) | (3,522,072) |
| TOTAL | 10,059,386 | 12,457, 202 |
The net unrealised result (unrealised gains less unrealised losses) amounted to €10,059,386 for the past financial year.
The net unrealised increase in fair value of €10,059,386 over the past financial year consists of €19,435,515 unrealised gains and €9,376,128 unrealised losses. This is the result of an update of the discount rates and of the generic and specific assumptions underlying the cash flows expected by TINC from the participations, and of the change in time value of these cash flows.
In the past financial year, the fair value of the investment portfolio thus increased by €10,059,386 without taking into account the investments in and repayments from participations.
The cost of services and various goods rose by €302,668 compared to the previous financial year.
| Period ending at: (€) |
Notes | June 30, 2022 12 months |
June 30, 2021 12 months |
|---|---|---|---|
| Management compensation | (4,195,827) | (4,211,505) | |
| Other expenses | (513,815) | (195,468) | |
| TOTAL | 1 | (4,709,641) | (4,406,974) |
The expenses in the past financial year comprise the following:
| Period ending at: (€) |
Notes | June 30, 2022 12 months |
June 30, 2021 12 months |
|---|---|---|---|
| Taxes and operating expenses | 1 | (144,455) | (85,778) |
| TOTAL | (144,455) | (85,778) |
Other company expenses amount to €144,455 and primarily include nonrecoverable VAT for an amount of €139,663.
The cost ratio for the current financial year is 1.05%.
| Period ending at: (€) |
Notes | June 30, 2022 12 months |
June 30, 2021 12 months |
|---|---|---|---|
| Finance income | 1 | 196,020 | 200,742 |
| Finance costs | 1 | (175,887) | (90,376) |
| TOTAL | 20,133 | 110,366 |
The financial result decreased with €90,233 compared to the financial year ending on June 30, 2021.
Financial income of the past financial year includes i.e. financial services to participations. Financial income decreased with €4,722 compared to the previous financial year.
Financial costs increased with €85,511. These costs include fees on bank guarantees, costs incurred as a result of negative interests on cash balances and other bank charges.
| Period ending at: (€) |
Notes | June 30, 2022 12 months |
June 30, 2021 12 months |
|---|---|---|---|
| Result before tax, profit (loss) | 25,605,977 | 32,094,599 | |
| Unrealised gains / losses on investments | (10,059,386) | (12,457,202) | |
| Depreciations and impairments on costs relating to the capital increase | (1,212,498) | (1,440,812) | |
| Result before tax BGAAP | 14,334,093 | 18,196,584 | |
| Non-deductible expenses | 1,000 | 37 | |
| Taxable moratorium interest | 24,070 | - | |
| Definitively taxed income deduction | (10,931,090) | (14,103,732) | |
| Notional Interest deduction (NID) | - | - | |
| Compensation tax losses of the past | (1,797,298) | (3,165,023) | |
| Taxable base against normal tax rate | 1,630,777 | 927,867 | |
| Effective income tax rate | 25.00% | 25.00% | |
| Against local statutory income tax rate | 407,694 | 231,967 | |
| Increase for insufficient prepayment | 7,402 | - | |
| Valuation deferred tax asset related to tax losses carried forward | - | 449,324 | |
| Use of tax losses carried forward | 449,324 | 791,256 | |
| Remeasurement of deferred tax asset | - | - | |
| (Increase)/Decrease deferred tax asset related to tax losses carried forward | 449,324 | 791,256 | |
| Taxes | 1 | 864,420 | 1,023,223 |
| Effective tax rate | 3.38% | 3.19% |
| Period ending at: (€) |
Notes | June 30, 2022 12 months |
June 30, 2021 12 months |
|---|---|---|---|
| Tax charge | |||
| Current income tax charge | 415,096 | 231,967 | |
| Adjustment in respect of current income tax of previous periods |
(231,955) | - | |
| Deferred tax | |||
| Related to temporary differences | - | - | |
| Deferred tax on tax losses carried forward | 449,324 | 791,256 | |
| Taxes | 632,465 | 1,023,223 |
| Period ending at: (€) |
Notes | June 30, 2022 12 months |
June 30, 2021 12 months |
|---|---|---|---|
| Tax loss as per start of financial year | 1,797,297 | 4,962,320 | |
| Movement of the year | (1,797,298) | (3,165,023) | |
| Other movements | - | - | |
| Tax loss as per end of period | - | 1,797,297 |
| Period ending at: (€) |
Notes | June 30, 2022 12 months |
June 30, 2021 12 months |
|---|---|---|---|
| Deferred taxes beginning of period (per July, 1) | 1,162,879 | 2,314,338 | |
| Increase/(decrease) value TLCF | (449,324) | (791,256) | |
| Increase/(decrease) deferred taxes | (303,125) | (360,203) | |
| Deferred taxes end of period (per June, 30) | 2 | 410,430 | 1,162,879 |
Currently, the main sources of income for TINC are exempt of taxation:
In the financial year 2017-2018, a deferred tax asset has been recognized on the balance sheet for i.e. tax losses carried forward to the extent that it is probable that these can be offset against future taxable profit. The amount of tax losses carried forward is €0 at the end of the financial year, since the remaining amount of €449,324 has been fully offset.
| Period ending at: (€) |
Notes | June 30, 2022 12 months |
June 30, 2021 12 months |
|---|---|---|---|
| Net profit attributable to ordinary shares | 1 | 24,973,512 | 31,071,376 |
| Weighted average number of ordinary shares (excluding treasury shares) for basic earnings per share |
36,363,637 | 36,363,637 | |
| Effect of dilution | - | - | |
| Share options | - | - | |
| Redeemable preference shares | - | - | |
| Weighted average number of ordinary shares (excluding treasury shares) adjusted for the effect of dilution |
36,363,637 | 36,363,637 | |
| Earnings per share | 0.69 | 0.85 | |
| Earnings per share with effect of dilution | 0.69 | 0.85 |
| Number of shares | 36,363,637 | 36,363,637 | |
|---|---|---|---|
| Dividend | 0.0900 | 0.0700 | |
| Capital reduction | 0.4500 | 0.4500 | |
| Distribution / Dividend: value per share | 0.54 | 0.52 | |
| Distribution / Dividend: total value | 19,636,364 | 18,909,091 | |
| Proposed Distribution | |||
| Closing dividend: (value per share) | 0.5200 | 0.5100 | |
| Closing dividend: (total value) | 18,909,091 | 18.,545,455 | |
| Paid Dividends | 1 | ||
| Period ending at: (€) |
Notes | June 30, 2022 12 months |
June 30, 2021 12 months |
At the general shareholders' meeting in October 2022 a proposal will be made to make a distribution to the shareholders of €0.54 per share. The proposed distribution will be a combination of a dividend and a capital decrease. The proposed dividend will amount to €0.09 per share (16.7% of the total distribution) and the proposed capital decrease will amount to €0.45 per share (83.3% of the total distribution). The capital decrease will require a decision by an extraordinary general shareholder's meeting with a quorum and a special majority.
Total distribution will amount to €19.636.364 and will consist of a dividend for an amount of €3.272.727 euro and a capital reduction for an amount of €16.363.637.
The evolution of the fair value (FV) of the investment portfolio over the period is explained as follows:
| Period ending at: (€) |
June 30, 2022 12 months |
June 30, 2021 12 months |
|---|---|---|
| Opening balance | 396,889,556 | 340,316,550 |
| + Investments | 23,951,493 | 47,871,458 |
| - Repayments for investments | (15,552,131) | (4,302,333) |
| +/- Unrealised gains and losses | 10,059,386 | 12,457,202 |
| +/- Other | 88,299 | 546,679 |
| Closing Balance* | 415,436,602 | 396,889,556 |
| Net unrealised gains/losses recorded through P&L over the period |
10,059,386 | 12,457,202 |
* Including shareholder loans for a nominal amount outstanding of: €88,278,088 (30/06/2022) en €96,310,366 (30/06/2021).
As of June 30, 2022, the FV of the portfolio was €415,436,602.
During the past financial year, €23,951,493 was invested in new and existing participations: Storm, Zelfstroom, Sunroof, Princess Beatrixlock, Datacenter United, Garagepark and Réseau Abilis.
Over the past financial year, TINC received €15,552,131 in the context of repayments of the invested capital of the following participations: Nobelwind, Northwind, Solar Finance, Storm, Lowtide/Hightide, Via R4 Gent, Via A11, Project Brabo I, Sunroof, Berlare Wind and L'Hourgnette.
The net unrealised increase in fair value of €10,059,386 over the past financial year consists of €19,435,515 unrealised gains and €9,376,128 unrealised losses.
The remaining amount of €88,299 is an increase of the outstanding amount of income from the portfolio that was already due at the end of the reporting period but had not yet been received.
TINC applies the following hierarchy for determining and disclosing the fair value of financial instruments, by valuation technique.
| June 30, 2022 | |||||
|---|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | ||
| Investment Portfolio | - | - | 415,436,602 | 415,436,602 | |
| June 30, 2021 | |||||
| Level 1 | Level 2 | Level 3 | Total | ||
| Investment Portfolio | - | - | 396,889,556 | 396,889,556 |
All participations of TINC are considered level 3 in the fair value hierarchy. All participations in level 3, except for Social Housing Ireland, Garagepark and Zelfstroom, are valued using a discounted cash flow methodology whereby future cash flows which are expected to be received by TINC from its participations are discounted at a market discount rate. This valuation technique has been consistently applied to every investment. In case Social Housing Ireland, Garagepark and Zelfstroom, the transaction value is considered as fair value.
Projected future cash flows to TINC from each participation are generated through detailed project-specific financial models, including long-term projections of gross revenues, operating expenses, debt service obligations and taxes. The expected cash flows to TINC are often sustainable as the gross revenues within the participations are often based on long term contracts, a regulated environment or a strategic position of the infrastructure. The expected cash flows to TINC are partially based on management estimation, relating to both general assumptions applied across all participations and to specific assumptions applicable for a single participation or a limited group of participations.
TINC defines the following classes of investments:
Revenues in Public Infrastructure participations are availability based. Revenues in Energy Infrastructure participations are based on production, applicable support regimes and electricity prices in the market. Loans to Energy companies, with production-based revenues, are less impacted by variations in revenues as there is an equity buffer. Revenues in Digital Infrastructure and Selective Real Estate participations are mainly demand driven including a specific business plan for each participation. These are further elaborated in the chapters on the segments.
For Public Infrastructure the effective project term is used, usually between 20 and 35 years. Upon expiration of the project term, the infrastructure reverts to the concession grantor(s)/public partner(s).
For Energy Infrastructure participations typically a life span of 20 to 25 years is assumed. This corresponds to the average term of the usage rights regarding the land on which the infrastructure is erected and/or the technical life span of the installations. Upon expiration of the term, the infrastructure is removed or reverts to the landowner(s).
For the Digital Infrastructure and Selective Real Estate related participations, an infrastructure-specific term is applied in each case. For the valuation, a residual life of at least 15 years is used, whereby no, or only limited, residual value is considered at the end of the life.
The fair value measurement of the participations of TINC is based on the following key significant 'unobservable inputs' at portfolio level:
The expected future cash receipts to be received by TINC are cash flows from each of the participations to TINC after payment of all operating costs and debt obligations on the underlying participations. Debt obligations are typically committed for the entire term of the underlying infrastructure without refinancing risk. The interest on the debt obligations is typically fixed, via hedging, for the entire term of the financing, in order to avoid that future cash flows for TINC would be affected by rising interest rates.
The different types of investments generate cash receipts over different time periods and thus reflect the typical life of the underlying infrastructure.
Participations in Public Infrastructure have a lifespan in between 20 and 35 years old. The strong increase in expected end-of-life cash receipts is the result of restrictions imposed by the providers of loan capital, as a result of which cash distributions from the participations to the shareholders are subordinated to all other cash flows within the participations. After repayment of the debt financing, the available liquid assets accrue in full to the shareholders.
Participations in Energy Infrastructure typically have a life from 20 to 25 years, which explains the declining trend in cash flows from 2033 onwards (see chart), as from that moment some participations will come to the end of their assumed life span.
Participations in Digital Infrastructure and Selective Real Estate have a life of at least 15 years. Debt terms are shorter than the life of the underlying infrastructure.
Over the past fiscal year, TINC received €35,848,472 of cash flows in the form of dividends, interest, fees and capital repayments. These cash flows underpin TINC's distribution policy.
TINC's portfolio has a positive inflation correlation of approximately 0.4x. This means that the portfolio's return increases by about 0.4 percentage points when applying an inflation rate that is 1 percentage point higher than the base inflation assumption used for valuation purposes.
The following charts provide an indicative overview of the sum of the cash flows that TINC expects to receive from the segments Public Infrastructure and Energy Infrastructure over the expected lifetime of the participations, 35
calculated on June 30, 2022 and June 30, 2021. The charts do not include outstanding contractual investment commitments to existing participations and to contracted new participations, nor any other possible new additional investments. INDICATIEVE JAARLIJKSE KAS-ONTVANGSTEN PER SOORT INFRASTRUCTUUR
Projected future cash flows from each participation are generated through detailed project-specific financial models. The expected cash flows are based on long term contracts, a regulated environment and/or a strategic position.
The following assumptions are used, amongst others:
• Estimated future production of Energy participations (wind and solar) starts from assumptions regarding the Full Load Hours (FLH, in MWh/MW) translated in a probability scale. The estimated future production figures of each participation are based on with respect to the expected amount of wind and solar.
At June 30, 2022, this results in an FLH of 2,584 MWh/MW (compared to 2,584 MWh/MW at June 30, 2021) for the entire energy portfolio, calculated as an average of the estimated future production weighted by the production capacity of each energy participation. The estimated future production of 2,584 MWh/MW is in line with a P50 probability scenario from wind and irradiation studies at portfolio level.
The P50 production probability scenario corresponds to a production estimate (depending on future irradiation and wind speed) which has a 50% probability of realisation. For onshore wind park participations, the estimated long term wind speeds at 100 meter above ground range from 5.6 m/s to 6.6 m/s, depending on site location. For participations in solar energy this estimate corresponds to the average irradiation of 1,222 kWh/m²;
• Future electricity prices are based on the terms stipulated in different power purchase agreements (PPA's), on estimations of management based on future market prices, as far as available, and on estimations of wholesale prices based on projections of leading advisors.
The charts below represent the projected electricity prices calculated on an average basis, weighted by production capacity at portfolio level, as used as assumptions in the valuation of June 30, 2022 and June 30, 2021.
Furthermore a balancing discount of 20% is taken into account, higher than the 15% applied before, because of the evolution observed in the market. The balancing discount is a discount deducted from the market electricity price by the buyer of electricity generated from renewable energy. This discount reflects the uncertain wind and irradiation levels at any given time and therefore the uncertain volume of electricity generated at any time. The buyer has to ensure that the electricity network is balanced at all times, which has a cost.
In addition to the sale price of the electricity produced, producers of renewable energy can rely on support mechanisms in Flanders, the Netherlands and Ireland. These support mechanisms comprise green certificates (Flanders), revenues from the SDE support regimes (the Netherlands) or a guaranteed REFIT-price (Ireland):
• For solar participations in Flanders the price levels of green certificates range from €230 to €450 per green certificate depending on the year of construction of the installation. For the installations within TINC's participations a projected average price of €305 is used, weighted by capacity and the remaining lifetime of the installations. For onshore wind participations in Belgium the price levels of green certificates range from €90 to €93 per green certificate with a weighted average of €92 weighted on capacity.
• In the Netherlands, support mechanisms allow producers of renewable energy to be supported by the 'Subsidie Duurzame Energie' (Grant for Renewable Energy) or 'SDE', allocated by the Dutch State for a period of 15 years. For each MWh of electricity produced a grant is received from the Dutch State, up to a certain maximum production level. The amount per MWh produced is variable per year and determined based on a minimum market electricity price. SDE-support to Dutch onshore windfarms amounts to maximum €71 MWh for 28,160 full load hours (FLH) per year during a 15-year period.
The discount rate is used to discount the expected future cash flows in order to calculate the fair value of the participations. This discount rate reflects the risk inherent in the investment vehicle, the investment interest, the stage in the infrastructure life cycle and other relevant risk factors. In determining the discount rate, recent transactions between market participants can provide an indication of market conformity.
On June 30, 2022, the weighted average discount rate of the portfolio is 7.81% (7.59% on June 30, 2021).
Interest in quality infrastructure in the market remains high, which is why discount rates in general have not increased despite increased market interest rates. The applicable discount rate for participations in solar power projects in Flanders was increased following the Flemish Government's legislative initiative to significantly reduce support measures for well-defined solar power installations. Depending on whether this initiative becomes final law and, if applicable, on the exact implementation modalities, positive or negative valuation adjustments can be made to the relevant shareholdings (Solar Finance, Lowtide and Sunroof). At the end of the fiscal year, the fair value of these participations amounts to €20,595,342.
| Period ending at: | June 30, 2022 | June 30, 2021 |
|---|---|---|
| Public Infrastructure | 7.00% | 7.00% |
| Energy Infrastructure | 8.35% | 7.29% |
| Digital Infrastructure | 8.68% | 8.69% |
| Selective Real Estate | 7.57% | 8.02% |
| Weigthed average discount rate | 7.81% | 7.59% |
The table below sets out the fair value (FV) of the portfolio broken down by infrastructure type on June 30, 2022 and June 30, 2021.
| FV per 30/06/2022 (€) |
Public Infrastructure |
Energy Infrastructure |
Digital Infrastructure |
Selective Real Estate |
Total |
|---|---|---|---|---|---|
| Equity investments (*) | 133,043,372 | 109,668,448 | 86,580,633 | 78,696,298 | 407,988,752 |
| Weighted average discount rate | 7.00% | 8.41% | 8.68% | 7.57% | 7.82% |
| Investments in loans | - | 7,447,851 | - | - | 7,447,851 |
| Weighted average discount rate | - | 6.87% | - | - | 6.87% |
| Fair value with changes processed through profit and loss |
133,043,372 | 117,116,299 | 86,580,633 | 78,696,298 | 415,436,602 |
| Weighted average discount rate | 7.00% | 8.35% | 8.68% | 7.57% | 7.81% |
| * Including shareholder loans for a nominal amount outstanding of: |
67,066,840 | 18,902,934 | 338,750 | 1,969,563 | 88,278,088 |
| Loans for a nominal outstanding amount of: | - | 7,349,587 | - | - | - |
| FV per 30/06/2021 (€) |
Public Infrastructure |
Energy Infrastructure |
Digital Infrastructure |
Selective Real Estate |
Total |
|---|---|---|---|---|---|
| Equity investments (*) | 131,966,105 | 108,595,381 | 76,434,215 | 71,464,397 | 316,995,701 |
| Weighted average discount rate | 7.00% | 7.30% | 8.69% | 8.02% | 7.48% |
| Investments in loans | - | 8,429,457 | - | - | 8,429,457 |
| Weighted average discount rate | - | 6.88% | - | - | 6.88% |
| Fair value with changes processed through profit and loss |
131,966,105 | 117,024,839 | 76,434,215 | 71,464,397 | 396,889,556 |
| Weighted average discount rate | 7.00% | 7.29% | 8.69% | 8.02% | 7.59% |
| * Including shareholder loans for a nominal amount outstanding of: |
70,134,867 | 24,912,425 | 13,750 | 1,849,324 | 96,910,366 |
| Loans for a nominal outstanding amount of: | - | 8,318,092 | - | - | - |
The tables below set out the evolution of the fair value of the portfolio during the reporting period broken down by infrastructure type and investment instrument:
| Evolution FV (30/06/2022) (€) |
Public Infrastructure |
Energy Infrastructure |
Digital Infrastructure |
Selective Real Estate |
Total |
|---|---|---|---|---|---|
| Equity investments | |||||
| Opening balance (30/06/2021) | 131,966,105 | 108,595,381 | 76,434,215 | 71,464,397 | 388,460,098 |
| + Investments* | 500,000 | 13,988,992 | 5,200,001 | 4,262,500 | 23,951,493 |
| - Repayments | (2,981,476) | (11,665,316) | (50,000) | - | (14,696,792) |
| +/- Unrealised gains and losses | 3,928,629 | (1,376,718) | 4,671,415 | 2,849,161 | 10,072,487 |
| +/- Other | (369,885) | 126,109 | 325,000 | 120,241 | 201,465 |
| Closing balance (30/06/2022) | 133,043,372 | 109,668,448 | 86,580,631 | 78,696,300 | 407,988,751 |
| Investments in loans | |||||
| Opening balance (30/06/2021) | - | 8,429,458 | - | - | 8,429,458 |
| + Investments* | - | - | - | - | - |
| - Repayments | - | (855,339) | - | - | (855,339) |
| +/- Unrealised gains and losses | - | (13,102) | - | - | (13,102) |
| +/- Other | - | (113,166) | - | - | (113,166) |
| Closing balance (30/06/2022) | - | 7,447,851 | - | - | 7,447,851 |
| Portfolio | |||||
| Opening balance (30/06/2021) | 131,966,105 | 117,024,839 | 76,434,215 | 71,464,397 | 396,889,556 |
| + Investments* | 500,000 | 13,988,992 | 5,200,001 | 4,262,500 | 23,951,493 |
| - Repayments | (2,981,476) | (12,520,655) | (50,000) | - | (15,552,131) |
| +/- Unrealised gains and losses | 3,928,629 | (1,389,820) | 4,671,415 | 2,849,161 | 10,059,386 |
| +/- Other | (369,885) | 12,942 | 325,000 | 120,241 | 88,299 |
| Closing balance (30/06/2022) | 133,043,372 | 117,116,299 | 86,580,631 | 78,696,300 | 415,436,602 |
* Investements in equity: including shareholder loans.
| Evolution FV (30/06/2021) (€) |
Public Infrastructure |
Energy Infrastructure |
Digital Infrastructure |
Selective Real Estate |
Total |
|---|---|---|---|---|---|
| Equity investments | |||||
| Opening balance (30/06/2020) | 123,627,805 | 93,174,095 | 51,652,613 | 62,613,708 | 331,068,221 |
| + Investments* | 3,570,000 | 15,570,561 | 20,293,397 | 8,437,500 | 47,871,458 |
| - Repayments | (591,461) | (2,855,533) | - | - | (3,446,994) |
| +/- Unrealised gains and losses | 4,943,103 | 2,635,304 | 4,485,705 | 406,198 | 12,470,309 |
| +/- Other | 416,659 | 70,955 | 2,500 | 6,992 | 497,105 |
| Closing balance (30/06/2021) | 131,966,105 | 108,595,381 | 76,434,215 | 71,464,397 | 388,460,098 |
| Investments in loans | |||||
| Opening balance (30/06/2020) | - | 9,248,330 | - | - | 9,248,330 |
| + Investments* | - | - | - | - | - |
| - Repayments | - | (855,339) | - | - | (855,339) |
| +/- Unrealised gains and losses | - | (13,102) | - | - | (13,102) |
| +/- Other | - | 49,568 | - | - | 49,568 |
| Closing balance (30/06/2021) | - | 8,429,457 | - | - | 8,429,457 |
| Portfolio | |||||
| Opening balance (30/06/2020) | 123,627,805 | 102,422,424 | 51,652,613 | 62,613,708 | 340,316,550 |
| + Investments* | 3,570,000 | 15,570,561 | 20,293,397 | 8,437,500 | 47,871,458 |
| - Repayments | (591,461) | (3,710,872) | - | - | (4,302,333) |
| +/- Unrealised gains and losses | 4,943,103 | 2,622,202 | 4,485,705 | 406,198 | 12,457,202 |
| +/- Other | 416,659 | 120,523 | 2,500 | 6,992 | 546,679 |
| Closing balance (30/06/2021) | 131,966,105 | 117,024,839 | 76,434,215 | 71,464,397 | 396,889,556 |
* Investements in equity: including shareholder loans.
During the past financial year, TINC invested a total amount of €23,951,493, and this in new and existing participations (Storm, Zelfstroom, Sunroof, Princess Beatrixlock, Datacenter United, Garagepark and Réseau Abilis). Over the same period, TINC received repayments from its participations (Nobelwind, Northwind, Solar Finance, Storm, Lowtide/Hightide, Via R4 Gent, Via A11, Project Brabo I, Sunroof, Berlare Wind and L'Hourgnette) for an amount of €15,552,131.
The fair value of the portfolio has increased by €18,547,046 to €415,436,602, an increase of 4.67% compared to June 30, 2021. This increase is the result of investments for an amount of €23,951,493 on the one hand and repayments for an amount of €15,552,131 on the other hand. The portfolio also increased in value for an amount of €10,059,386. The increase of the item 'Other' by €88,299 relates to an increase in the income due at the end of the reporting period that has not yet been received at that time.
The following chart and table show the sensitivity of the fair value of the portfolio to changes in power prices, energy production, inflation and discount rate. This analysis provides an indication of the sensitivity of the fair value to a single parameter, all other parameters remaining equal. No combined sensitivities are shown.
| Sensitivity FV 30/06/2022 | Public Infrastructure |
Energy Infrastructure |
Digital Infrastructure |
Selective Real Estate |
Total |
|---|---|---|---|---|---|
| Discount Rate | |||||
| Discount rate: -0.5% | ▲ 7,267,326 | ▲ 3,250,167 | ▲ 4,391,230 | ▲ 4,167,714 | ▲ 19,076,437 |
| Discount rate: +0.5% | ▼ 6,687,110 | ▼ 3,050,594 | ▼ 4,054,837 | ▼ 3,869,508 | ▼ 17,662,049 |
| Inflation | |||||
| Inflation: -0.5% | ▼ 480,741 | ▲ 2,687,284 | ▼ 5,628,979 | ▼ 3,726,794 | ▼ 7,149,231 |
| Inflation: +0.5% | ▲ 528,236 | ▼ 2,857,472 | ▲ 6,079,837 | ▲ 4,011,251 | ▲ 7,761,851 |
| Energy Prices | |||||
| Energy Prices: -10% | - | ▼ 3,946,543 | - | - | ▼ 3,946,543 |
| Energy Prices: +10% | - | ▲ 12,371,252 | - | - | ▲ 12,371,252 |
| Energy Production | |||||
| Energy Production: -5% | - | ▼ 10,983,048 | - | - | ▼ 10,983,048 |
| Energy Production: +5% | - | ▲ 11,037,851 | - | - | ▲ 11,037,851 |
| Situation as per June 30, 2022 (€) | ||||||
|---|---|---|---|---|---|---|
| Duration | <1 year | 1 - 5 year | > 5 year | Total | ||
| 6,088,337 | 17,504,139 | 72,035,198 | 95,627,675 | |||
| Applied interest rate | Variable rate | Fixed rate | Total | |||
| - | 95,627,675 | 95,627,675 | ||||
| Average interest rate | 8.58% | 8.58% |
| Duration | <1 year | 1 - 5 year | > 5 year | Total |
|---|---|---|---|---|
| 5,092,980 | 18,087,252 | 82,159,592 | 105,339,824 | |
| Applied interest rate | Variable rate | Fixed rate | Total | |
| - | 105,339,824 | 105,339,824 | ||
| Average interest rate | 8.63% | 8.63% |
The subordinated loans outstanding on June 30, 2022 have fixed interest rates and consist of a combination of shareholder loans and loans (not linked to equity).
The interest payments and principal repayments of the subordinated loans are subject to restrictions in the senior loan contracts. Interests are paid periodically. If the available cash flows from the participations are not sufficient, then the agreements foresee a payment in kind (roll up). Shareholder loans are typically flexible with respect to the principal repayments, but all shareholder loans must be repaid before the expected end of the operational life of the infrastructure. The loans, which are no shareholder loans, are repaid by applying a fixed repayment schedule. If the available cash flows from the participations are not sufficient, then overdue repayments need to be repaid as soon as possible. The agreed maturity date of a loan is typically several years prior to the expected operational life of the infrastructure in the company that has issued the loan.
| Period ending at: (€) |
Notes | June 30, 2022 12 months |
June 30, 2021 12 months |
|---|---|---|---|
| Trade receivables | 3,885 | 18,500 | |
| Tax receivable, other than income tax | 287,425 | 361,981 | |
| Other receivables | 52,205 | 46,243 | |
| TOTAL | 2 | 343,515 | 426,724 |
The trade receivables for the financial year ending on June 30, 2022 amount to €343,515.
| Period ending at: (€) |
Notes | June 30, 2022 12 months |
June 30, 2021 12 months |
|---|---|---|---|
| Short term bank deposits | 14,334,511 | 34,894,555 | |
| Cash | 34,101,296 | 25,362,302 | |
| TOTAL | 2, 4 | 48,435,807 | 60,256,857 |
Bank balances and deposits comprise all cash, freely withdrawable, held in cash or on bank deposit. During the past financial year, the cash position decreased by €11,821,050 as a result of €18,909,091 distribution to the shareholders, €23,951,493 cash outflow due to investing activities and €4,898,631 cash outflow due to operating costs. These outgoing cash flows are partly compensated by €15,552,131 incoming cash flows as a result of repayments from the participations and €20,386,034 incoming cash flows in the form of dividends, interests and fees from the participations.
| Number | Amount | |||
|---|---|---|---|---|
| Statutory capital and reserves | June 30, 2022 | June 30, 2021 | June 30, 2022 | June 30, 2021 |
| Shares authorised | 36,363,637 | 36,363,637 | 151,814,227 | 168,177,863 |
| Shares issued and fully paid at the beginning of the period | 36,363,637 | 36,363,637 | 168,177,863 | 184,905,136 |
| Change | - | - | -16,363,637 | -16,727,273 |
| Shares issued and fully paid at the end of the period | 36,363,637 | 36,363,637 | 151,814,227 | 168,177,863 |
On June 30, 2022, the number of fully paid shares was 36,363,637. There were no changes compared to the previous financial year. The decrease in outstanding capital of 16,363,637 is the result of the capital reduction as part of the distribution during the past financial year.
At June 30, 2022 the trade and other liabilities amounted to €718,351. The main contributor is the remuneration to TINC Manager of €647,775.
| Period ending at: (€) |
Notes | June 30, 2022 12 months |
June 30, 2021 12 months |
|---|---|---|---|
| Number of outstanding shares | 36,363,637 | 36,363,637 | |
| Net Asset Value (NAV) | 463,624,416 | 457,863,119 | |
| NAV per share* | 12.75 | 12.59 | |
| Fair Value (FV) | 415,436,602 | 396,889,556 | |
| FV per share* | 11.42 | 10.91 | |
| Net cash | 48,435,807 | 60,256,857 | |
| Net cash per share* | 1.33 | 1.66 | |
| Deferred taxes | 410,430 | 1,162,879 | |
| Deferred taxes per share* | 0.01 | 0.03 | |
| Other amounts receivable & payable | -671,463 | -446,173 | |
| Other amounts receivable & payable per share* | -0.02 | -0.01 | |
| Net profit/Profit | 24,973,512 | 31,071,376 | |
| Net profit per share** | 0.69 | 0.85 |
* Based on total outstanding share at the end of the period.
** Calculated on the basis of the weighted average number of ordinary shares.
The deferred taxes on the IFRS balance sheet decreased from €1.162.879 to €410,430, being a net decrease of €752,449. The decrease of deferred taxes is the result of BGAAP amortizations of certain capitalised costs (e.g. related to capital increases), and the use of the outstanding tax losses carried forward.
| Period ending at: | June 30, 2022 | June 30, 2021 |
|---|---|---|
| 1. Cash commitments to portfolio companies | 55,360,411 | 17,036,505 |
| 2. Cash commitments to contracted participations | 7,944,195 | 7,944,195 |
| Total | 63,304,606 | 24,980,700 |
| 1. Cash commitments equity | 63,304,606 | 24,980,700 |
| 2. Cash commitments shareholder loans | - | - |
| 3. Cash commitments loans | - | - |
| TOTAL | 63,304,606 | 24,980,700 |
Commitments of TINC with regard to its existing participations (GlasDraad, Social Housing Ireland, Datacenter United, Kroningswind, Storm, Garagepark and Zelfstroom) and related financing obligations of TINC will be invested in accordance with the contractual provisions. The total amount of commitments increased during the reporting period, and is the result of new or additional investment commitments with regard to Storm, Garagepark and Zelfstroom.
TINC's commitments for contracted participations and the related financing obligations will be invested in accordance with the future acquisition of new additional participations already contracted (notably Social Housing Ireland).
On June 30, 2022, the total amount of investment commitments amounts to €63,304,606, composed of €63,304,606 equity and €0 shareholder loans.
In the execution of its activities as an investment company, TINC is subject to risks both at the level of TINC itself as at the level of the participations it invests in.
Within the framework developed by the Supervisory Board, at the proposal of the Management Board and upon advice of the Audit Committee, for risk management, internal control and compliance with laws and regulations, the Management Board is responsible for risk management. Risks are managed through a process of continuous identification, assessment, evaluation and mitigation. At least once a year, the Executive Council reports to the Supervisory Board on the general and financial risks and the management and control systems.
The following main risks can be distinguished.
INC's objective is to create value by investing in infrastructure companies that generate cash flows for TINC. In doing so, TINC depends on the ability of its participations to realise the expected cash flows and effectively distribute them to TINC. Macroeconomic and economic conditions, changing regulations and political developments can all restrict or obstruct this ability. TINC carefully monitors the general economic situation and market trends in order to assess the earnings impact in a timely fashion and take preventive measures where possible. A further diversification, in terms of geography, subsectors and revenue models, of its participations should prevent TINC's becoming overdependent on changes of the policy and legal framework or economic factors in one particular region, sector or business.
For new participations, TINC is dependent on the availability of investment opportunities in the market at sufficiently attractive conditions. The risk exists of an insufficient quantity of such opportunities or of existing opportunities being insufficiently diversified.
TINC has entered into contractual financial commitments with a number of existing and future participations. These take the form of commitments to invest further in existing participations, and also agreements to acquire new participations at a later date. There is a certain liquidity risk.
TINC tailors its funding to its outstanding financial commitments. Future investments can be financed by issuing new shares and/or a credit facility (or a combination of both) giving TINC the ability to respond flexibly to investment opportunities.
The participations in which TINC invests are susceptible to a greater or lesser extent to inter alia financial, operational, regulatory and commercial risks.
With regard to financial risks, the participations are subject inter alia to credit risk in respect of the counterparties from whom they expect to receive their income. In many cases, the counterparty is the government or governmentaffiliated party (PPP, energy-subsidy schemes) or a company of considerable size. This has the effect of limiting the risk.
Liquidity risk, particularly the non-availability of cash requirements, and interest rate risk, with cash flows to TINC being affected by higher interest expense due to rising interest rates, are offset by recourse to longer-term financing as much as possible (amongst others via hedging strategies).
Foreign currency risk does not exist today in the participations since all revenue and financial liabilities are denominated in euros.
Regulatory changes regarding support measures, or tax or legal treatment of (investments in) infrastructure may adversely affect the results of the participations, with a knock-on effect on their cash flows to TINC.
A significant portion of the participations operate in regulated environments (e.g. energy infrastructure, public - private partnerships and care) and benefit from support measures (e.g. green certificates). Infrastructure is also subject to specific health, safety and other regulations and environmental rules.
Healthcare institutions such as specialized residential care facilities for persons with special needs are associated with specific risks. Non-renewal, suspension or withdrawal of current licenses is possible. Furthermore, charged rates are regulated, so unfavorable change in the social and reimbursement policy rate could have a negative impact on the results.
The participations are subject to different tax laws. TINC structures and manages its business activities based on current tax legislation and accounting practices and standards.
An amendment, tightening or stricter enforcement of those regulations may have an impact on revenue, cause additional capital expenditure or operating costs, thereby affecting the results, the cash flows to TINC and return.
The biggest operational risk is that of the infrastructure being unavailable/ only partially available, or not (fully) produced. To prevent this, participations rely on suppliers and subcontractors that are carefully selected based on, inter alia, their experience, the quality of already delivered work, and solvency. TINC is also careful where possible to work with a sufficient number of different counterparties, to avoid risk concentration and over-reliance. Furthermore, where possible, the necessary insurance is taken out to cover, for example, business interruptions.
In addition, there is a risk of difficulties in the healthcare sector with respect to the maintenance of an appropriate level of quality of service and the recruitment and retention of competent care staff, which could have an adverse effect on the image and development prospects of the core facility or the cost structure.
It is not impossible that infrastructure, once operational, can become defective and not (fully) available. Although this responsibility for this is placed largely on the parties that the participations have used for building and maintaining the infrastructure, it can happen that these parties fail to solve certain technical problems for technical, organizational or financial reasons. In this case the results of the participations can be adversely affected.
The investment portfolio contains participations whose earnings models are dependent on demand of users or persons in need of care or which are subject to changes in pricing (e.g. electricity prices).
Should demand for (and therefore revenue from) these companies' services fall below current expectations, this would negatively affect the cash flows and the valuation of these investment.
Investing in the development of infrastructure involves additional risks. In infrastructure under development, TINC usually has to provide funding in the early development phase, while the cash flows derived from the infrastructure only starts at a later time once the infrastructure is operational. Associated risks include potential cost overruns and delays in completion (many of which are often caused by factors not directly under the control of TINC), development costs incurred for design and research, without guarantee that development will reach completion.
When TINC considers investing in infrastructure development, it will make certain estimates of the economic, market and other conditions, including estimates of the (potential) value of the infrastructure. These estimates could turn out to be incorrect, with adverse consequences for the business, financial condition, operating results and outlook for the infrastructure.
The COVID-19 health crisis may negatively affect infrastructure investment.
Infrastructure under development and realization may experience delays, temporary work stoppages and/or increased costs, because of measures imposed in the battle against COVID-19 and because of changed availability of third parties and materials. Where appropriate, the profitability and valuation of the infrastructure may be adversely affected.
Infrastructure is usually realised by making use of debt financing. The COVID-19 health crisis may adversely affect the availability and cost of debt financing, resulting in higher costs and lower returns.
Operational infrastructure should be maintained well to function optimally. To this end, agreements are concluded with all kinds of maintenance parties, subcontractors and suppliers, which often also include maintenance guarantees. COVID-19, and measures imposed in the fight against it, may limit or render impossible the proper execution of these agreements, or may result in counterparties no longer being able to meet their (financial) obligations, with the possible unavailability of the infrastructure or cost increases as a consequence.
Measures imposed in the battle against COVID-19 can negatively influence the demand for infrastructure services with a demand-driven revenue model for a short or longer term, resulting in lower revenues and higher costs. The price users are willing to pay for these services may also be negatively impacted, resulting in lower revenues.
| Amounts owed by related parties (€) |
Subsidiaries | Associates | Other related parties | Total | ||||
|---|---|---|---|---|---|---|---|---|
| June 30, 2022 | June 30, 2021 | June 30, 2022 | June 30, 2021 | June 30, 2022 | June 30, 2021 | June 30, 2022 | June 30, 2021 | |
| I. Financial Assets | 58,409,641 | 65,403,492 | 29,868,447 | 31,506,874 | 7,447,851 | 8,429,458 | 95,725,938 | 105,339,824 |
| 1. Financial assets - subordinated loans | 57,072,645 | 64,316,392 | 29,665,160 | 31,081,188 | 7,214,177 | 8,082,617 | 93,951,981 | 103,480,197 |
| 2. Financial assets - subordinated loans - ST | 1,185,015 | 1,055,358 | 203,287 | 425,686 | 233,674 | 346,840 | 1,621,977 | 1,827,885 |
| 3. Financial assets - other | 151,981 | 31,742 | - | - | - | - | 151,981 | 31,742 |
| II. Amounts owed to related parties | - | - | - | - | - | - | - | - |
| 1. Financial Liabilities | - | - | - | - | - | - | - | - |
| 2. Trade and Other Payables | - | - | - | - | - | - | - | - |
| III. Transactions with related parties | 13,124,766 | 17,809,047 | 6,413,812 | 4,996,963 | 4,953,589 | 4,880,909 | 24,492,167 | 27,686,918 |
| 1. Management Compensation TDP | - | - | - | - | 3,548,052 | 3,393,281 | 3,548,052 | 3,393,281 |
| 2. Management Compensation TINC Manager | - | - | - | - | 647,775 | 818,225 | 647,775 | 818,225 |
| 3. Dividends, Interests and Fees | 13,124,766 | 17,809,047 | 6,413,812 | 4,996,963 | 757,762 | 669,403 | 20,296,340 | 23,475,412 |
After the end of the financial year, TINC sold its stake in Bioversneller, realizing a return of 2,5 times its original investment and a capital gain of €4.04 million compared to the fair value of the portfolio at the end of the financial year. The cash position of TINC amounts to circa €65 on the date of publication of this annual report.
As required by law and the Company's articles of association, we report to you as statutory auditor of TINC NV (the "Company") and its subsidiaries (together the "Group"). This report includes our opinion on the consolidated balance sheet as at 30 June 2022, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statements of cash flows for the year ended 30 June 2022 and the disclosures (all elements together the "Consolidated Financial Statements") as well as our report on other legal and regulatory requirements. These two reports are considered one report and are inseparable.
We have been appointed as statutory auditor by the shareholders' meeting of 21 October 2020, in accordance with the proposition by the Board of Directors following recommendation of the Audit Committee. Our mandate expires at the shareholders' meeting that will deliberate on the Consolidated Financial Statements for the year ending 30 June 2023. We performed the audit of the Consolidated Financial Statements of the Group during 8 consecutive years.
We have audited the Consolidated Financial Statements of TINC NV, that comprise of the consolidated balance sheet on 30 June 2022, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statements of cash flows of the year ended on 30 June 2022 and the disclosures, which show a consolidated balance sheet total of €464.639.394 and of which the consolidated income statement shows a profit for the year of €24.973.512.
In our opinion, the Consolidated Financial Statements give a true and fair view of the consolidated net equity and financial position as at 30 June 2022, and of its consolidated results for the year then ended, prepared in accordance with the International Financial Reporting Standards as adopted by the European Union ("IFRS") and with applicable legal and regulatory requirements in Belgium.
We conducted our audit in accordance with International Standards on Auditing ("ISAs") applicable in Belgium. In addition, we have applied the ISA's approved by the International Auditing and Assurance Standards Board ("IAASB") that apply at the current year-end date and have not yet been approved at national level. Our responsibilities under those standards are further described in the "Our responsibilities for the audit of the Consolidated Financial Statements" section of our report.
We have complied with all ethical requirements that are relevant to our audit of the Consolidated Financial Statements in Belgium, including those with respect to independence.
We have obtained from the Board of Directors and the officials of the Company the explanations and information necessary for the performance of our audit and we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Consolidated Financial Statements of the current reporting period.
These matters were addressed in the context of our audit of the Consolidated Financial Statements as a whole and in forming our opinion thereon, and consequently we do not provide a separate opinion on these matters.
The Company invests in different investments, which are valued at fair value in the consolidated balance sheet under the heading "Investments at fair value through profit and loss". These represent 89% of the consolidated balance sheet. Due to the absence of direct observable market data, these investments are valued through methods using unobservable inputs, which can have a significant effect on the fair value. These unobservable inputs are also partly based on assumptions as well as estimates made by the management. This is a key audit matter because the use of a different valuation method and/or changes to the underlying assumptions could lead to significant deviations in the fair value.
We performed additional procedures on areas with an increased risk of subjectivity and high level of estimation in the valuation process. These procedures included, amongst others:
The Board of Directors is responsible for the preparation of the Consolidated Financial Statements that give a true and fair view in accordance with IFRS and with applicable legal and regulatory requirements in Belgium and for such internal controls relevant to the preparation of the Consolidated Financial Statements that are free from material misstatement, whether due to fraud or error.
As part of the preparation of Consolidated Financial Statements, the Board of Directors is responsible for assessing the Company's ability to continue as a going concern, and provide, if applicable, information on matters impacting going concern, The Board of Directors should prepare the financial statements using the going concern basis of accounting, unless the Board of Directors either intends to liquidate the Company or to cease business operations, or has no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance whether the Consolidated Financial Statements are free from material misstatement, whether due to fraud or error, and to express an opinion on these Consolidated Financial Statements based on our audit. Reasonable assurance is a high level of assurance, but not a guarantee that an audit conducted in accordance with the ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and 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 Consolidated Financial Statements.
In performing our audit, we comply with the legal, regulatory and normative framework that applies to the audit of the Consolidated Financial Statements in Belgium. However, a statutory audit does not provide assurance about the
future viability of the Company and the Group, nor about the efficiency or effectiveness with which the board of directors has taken or will undertake the Company's and the Group's business operations. Our responsibilities with regards to the going concern assumption used by the board of directors are described below.
As part of an audit in accordance with ISAs, we exercise professional judgment and we maintain professional skepticism throughout the audit. We also perform the following tasks:
evidence obtained up to the date of the auditor's report. However, future events or conditions may cause the Company to cease to continue as a going-concern;
• evaluating the overall presentation, structure and content of the Consolidated Financial Statements, and evaluating whether the Consolidated Financial Statements reflect a true and fair view of the underlying transactions and events.
We communicate with the Audit Committee within the Board of Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
Because we are ultimately responsible for the opinion, we are also responsible for directing, supervising and performing the audits of the subsidiaries. In this respect we have determined the nature and extent of the audit procedures to be carried out for group entities.
We provide the Audit Committee within the Board of Directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the Audit Committee within the Board of Directors, we determine those matters that were of most significance in the audit of the Consolidated Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our report, unless the law or regulations prohibit this.
The Board of Directors is responsible for the preparation and the content of the Board of Directors' report on the Consolidated Financial Statements, and other information included in the annual report.
In the context of our mandate and in accordance with the additional standard to the ISAs applicable in Belgium, it is our responsibility to verify, in all material respects, the Board of Directors' report on the Consolidated Financial Statements, and other information included in the annual report, as well as to report on these matters.
In our opinion, after carrying out specific procedures on the Board of Directors' report, the Board of Directors' report is consistent with the Consolidated Financial Statements and has been prepared in accordance with article 3:32 of the Code of companies and associations.
In the context of our audit of the Consolidated Financial Statements, we are also responsible to consider whether, based on the information that we became aware of during the performance of our audit, the Board of Directors' report and other information included in the annual report, being:
contain any material inconsistencies or contains information that is inaccurate or otherwise misleading. In light of the work performed, there are no material inconsistencies to be reported.
Our audit firm and our network have not performed any services that are not compatible with the audit of the Consolidated Financial Statements and have remained independent of the Company during the course of our mandate.
The fees related to additional services which are compatible with the audit of the as referred to in article 3:65 of the Code of companies and associations were duly itemized and valued in the notes to the Consolidated Financial Statements.
In accordance with the standard on the verification of the conformity of the financial statements with the European uniform electronic format (hereinafter "ESEF"), we have carried out the verification of the compliance of the ESEF format with the regulatory technical standards laid down by the European Delegated Regulation No 2019/815 of 17 December 2018 (hereinafter: "Delegated Regulation").
The governing body is responsible for preparing, in accordance with the ESEF requirements, the consolidated financial statements in the form of an electronic file in ESEF format (hereinafter "the digital consolidated financial statements") included in the annual financial report available on the FSMA portal (https://www.fsma.be/nl/data-portal).
It is our responsibility to obtain sufficient and appropriate supporting information to conclude that the format and marking language of the digital consolidated financial statements comply in all material respects with the ESEF requirements under the Delegated Regulation.
Based on the work carried out by us, we believe that the format and marking of information in TINC's digital consolidated financial statements as of 30 June 2022 included in the annual financial report available on the FSMA portal (https://www.fsma.be/nl/data-portal) are in all material respects in accordance with the ESEF requirements under the Delegated Regulation.
• This report is consistent with our supplementary declaration to the Audit Committee as specified in article 11 of the regulation (EU) nr. 537/2014.
Antwerpen, 6 September 2022
EY Bedrijfsrevisoren BV Statutory auditor Represented by
Ronald Van den Ecker * Partner *Acting on behalf of a BV
23RVE0068
| Period ending at: (€) |
June 30, 2022 12 months |
June 30, 2021 12 months |
|---|---|---|
| Income | 20,580,238 | 24,222,457 |
| Income from financial fixed assets | 19,862,411 | 23,500,762 |
| Dividend income | 11,239,840 | 14,555,026 |
| Interest income | 8,622,572 | 8,945,736 |
| Income from current assets | 195,803 | 200,721 |
| Other financial income | 218 | 21 |
| Turnover | 521,806 | 520,953 |
| Other operating income | - | - |
| Write-back of write-downs on Financial fixed assets | - | - |
| Capital gains on the disposal of Financial fixed assets | - | - |
| Expenses | (6,429,286) | (6,257,839) |
| Other financial expenses | (175,887) | (90,375) |
| Services and other goods | (4,709,641) | (4,406,974) |
| Other operating expenses | (144,455) | (85,778) |
| Depriciations and write-downs on formation expenses, IFA and TFA | (1,216,161) | (1,442,745) |
| Write downs on | - | - |
| Financial fixed assets |
- | - |
| Tax Expense | (183,141) | (231,967) |
| Profit/loss for the financial year | 14,150,952 | 17,964,618 |
| Period ending at: (€) |
June 30, 2022 12 months |
June 30, 2021 12 months |
|---|---|---|
| FIXED ASSETS | 339,687,565 | 335,126,486 |
| Intangible assets | 1,654,832 | 2,868,587 |
| Affiliated enterprises | 287,434,396 | 267,175,856 |
| Shares | 213,827,605 | 199,459,447 |
| Amounts receivable | 73,606,791 | 67,716,410 |
| Enterprises linked by participating interests | 43,482,370 | 57,110,738 |
| Shares | 30,351,357 | 29,429,567 |
| Amounts receivable | 13,131,013 | 27,681,170 |
| Other financial fixed assets | 7,115,966 | 7,971,305 |
| Shares | 53 | 53 |
| Amounts receivable | 7,115,913 | 7,971,252 |
| CURRENT ASSETS | 50,553,280 | 62,543,207 |
| Amounts receivable within one year | 1,880,978 | 2,059,711 |
| Trade debtors | 57,095 | 69,290 |
| Other amounts receivable | 1,823,883 | 1,990,421 |
| Cash Investments | 14,334,511 | 34,894,555 |
| Cash at bank and in hand | 34,101,296 | 25,362,302 |
| Deferred charges and accrued income | 236,494 | 226,640 |
| TOTAL ASSETS | 390,240,845 | 397,669,693 |
| Period ending at: (€) |
June 30, 2022 12 months |
June 30, 2021 12 months |
|---|---|---|
| EQUITY | 389,225,867 | 393,984,005 |
| Capital | 151,814,227 | 168,177,863 |
| Share premium account | 174,688,537 | 174,688,537 |
| Reserves | 42,723,103 | 5,663,835 |
| Profit carried forward | 20,000,000 | 45,453,771 |
| LIABILITIES | 1,014,978 | 3,685,688 |
|---|---|---|
| Financial debts | - | - |
| Trade debtors | 718,351 | 877,342 |
| Suppliers | 718,351 | 877,342 |
| Taxes, payroll and related obligations | 264,559 | - |
| Taxes | 264,559 | - |
| Dividend current period | - | - |
| Other debt | 32,069 | 2,808,346 |
TOTAL LIABILITIES 390,240,845 397,669,693
The Statutory Director, TINC Manager NV, hereby reports on the activities of TINC NV with regards to the statutory Financial Statements of the financial year (July 1, 2021 – June 30, 2022).
The subscribed capital at the end of the financial year amounts to €151,814,226.56 and has been fully paid up.
Subsequent events We refer to the consolidated annual report of the Statutory Director.
On the day of writing there are no specific circumstances which could impact the development of the company in a meaningful way.
The Company is not involved in any research nor development activities.
The Company does not have any branch offices.
We refer to the consolidated annual report of the Statutory Director.
We refer to the consolidated annual report of the Statutory Director.
We refer to the consolidated annual report of the Statutory Director.
We refer to the consolidated annual report of the Statutory Director.
According to the law and the articles of association the shareholders will be requested to grant discharge to the Statutory Director and the statutory auditor for the performance of their duties during the financial year 2021-2022.
This report shall be filed in accordance with the relevant legal provisions and is available at the registered office of the Company.
| abbreviation | explanation | abbreviation | explanation | |
|---|---|---|---|---|
| €000 / €k | In thousands of euros | Weighted average debt ratio | Total net debt to third parties (excluding shareholder | |
| €m | In millions of euros | (%) | loans) at the end of the previous financial year divided | |
| BGAAP | Belgian generally accepted accounting principles | by fair value plus total net debt to third parties (excluding shareholder loans) at the end of the |
||
| CEO | Chief Executive Officer | previous financial year, weighted by fair value. | ||
| CFO | Chief Financial Officer | IFRS | International Financial Reporting Standards | |
| CLO | Chief Legal Officer | IPO | Initial Public Offering | |
| DBFM(O) | Design, Build, Finance, Maintain and (Operate) | Cost ratio | Total operating expenses during the period divided | |
| DSRA | Debt Service Reserve Account | by the Net Asset Value (NAV) at the end of the period | ||
| ESG | Environmental, Social and Governance | MW | Megawatt | |
| EV | Shareholders' equity | MWh | Megawatt hour | |
| FV | Fair value of the portfolio according to IFRS | NAV | Equity of TINC according to IFRS | |
| FY | Financial year | PPP | Public-private partnership | |
| Weighted average contractual life |
Maturity of DBFM contracts weighted by fair value | Gross return on equity (NAV) | Distributed distribution per share during the past financial year plus growth NAV over the past financial year divided by NAV at the beginning of the past |
|
| Weighted average debt | Maturity of debts against third parties (excluding | financial year | ||
| maturity | shareholder loans) of the participations at the end of the previous financial year, weighted on the basis of the amount of outstanding debts against third parties |
Gross return on distribution compared to share price |
Proposed distribution per share divided by the share price at the end of the previous financial year |
|
| (excluding shareholder loans) in each participation at the end of the previous financial year pro rata to TINC's interest (in %) in that participation |
Portfolio return | Portfolio return for the past financial year divided by the fair value at the beginning of the past financial year |
We declare that, to our knowledge:
On behalf of the Company
Supervisory Board of TINC Manager Statutory Director
Philip Maeyaert Kathleen Defreyn Elvira Haezendonck Helga Van Peer
Kristof Vande Capelle Marc Vercruysse Peter Vermeiren Katja Willems
TINC NV
Karel Oomsstraat 37 2018 Antwerp Belgium
T +32 3 290 21 73 [email protected] www.tincinvest.com
| Homepage of reporting entity | https://www.tincinvest.com/nl-be/ the-infrastructure-company/ |
|---|---|
| LEI code of reporting entity | 5493008FE9JCTSEEPD19 |
| Name of reporting entity or other means of identification |
TINC |
| Domicile of entity | Belgium |
| Legal form of entity | NV |
| Country of incorporation | Belgium |
| Address of entity's registered office | Karel Oomsstraat 37, 2018 Antwerpen |
| Principal place of business | Belgium – the Netherlands – Ireland |
| Description of nature of entity's operations and principal activities |
Investment company |
| Name of parent entity | TDP NV |
| Name of ultimate parent of group | TDP NV |
| Explanation of change in name of reporting entity or other means of identification from end of preceding reporting period |
No change |
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