Annual Report • Sep 8, 2021
Annual Report
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| TINC AT A GLANCE | 4 | ACTIVITIES | 13 | SUSTAINABILITY | 51 |
|---|---|---|---|---|---|
| LETTER TO THE SHAREHOLDERS | 8 | PUBLIC INFRASTRUCTURE | 14 | 2020–2021 RESULTS | 53 |
| INVESTMENT TRENDS | 12 | ENERGY INFRASTRUCTURE 24 |
CORPORATE GOVERNANCE STATEMENT 63 |
||
| DIGITAL INFRASTRUCTURE | 35 | ANNUAL ACCOUNTS | 78 | ||
| SUPPORT REAL ESTATE | 42 | PUBLICATION DETAILS | 137 |
350 400 450 350 400 450 400 400 €0.85 DISTRIBUTION PER SHARE €0.52
150 200 250 200 250 SHARE PRICE AT THE END OF THE FINANCIAL YEAR
50 100 €12.50
0 MARKET CAPITALISATION
455 (in millions of €)
12.40 TINC AT A GLANCE FOREWORD TRENDS ACTIVITIES SUSTAINABILITY RESULTS 2020-2021 GOVERNANCE FINANCIAL STATEMENTS
| KEY FIGURES ('000 €) | JUN 2017 | JUN 2018 | JUN 2019 | JUN 2020 | JUN 2021 |
|---|---|---|---|---|---|
| Market capitalisation | 255,375 | 327,273 | 347,727 | 469,091 | 454,545 |
| Equity (NAV) | 238,792 | 325,072 | 331,321 | 445,697 | 457,863 |
| Fair value (FV) of the portfolio | 177,204 | 243,428 | 267,106 | 340,317 | 396,890 |
| Weighted average discount rate | 8.25% | 8.26% | 7.94% TINC IN EEN OOGOPSLAG |
7.82% | 7.59% |
| Cash and cash equivalents | 58,670 | 75,710 | 61,728 | VIJFJAREN OVERZICHT 103,269 |
60,257 |
| Investments | 47,516 | 65,459 | 17,496 | 86,077 | 47,871 |
| Portfolio result | 12,716 | 20,275 | 24,807 | 22,503 | 36,479 |
| Cash receipts from portfolio | 11,059 | 19,510 | 18,626 | 35,418 | 27,778 |
| Net result | 10,686 | 19,334 | 20,259 | 17,842 | 31,071 |
| Total distribution | 8,284 | 13,364 | 13,636 | 18,545 | 18,909 |
| Cost ratio | 0.76% | 1.01% | 1.14% | 0.87% | 0.98% |
| PER SHARE | JUN 2017 | JUN 2018 | JUN 2019 | JUN 2020 | JUN 2021 |
| Number of shares (end of period) | 20,454,546 | 27,272,728 | 27,272,728 | 36,363,637 | 36,363,637 |
| NAV per share | 11.67 | 11.92 | 12.15 | 12.26 | 12.59 |
| Net result per share | 0.52 | 0.87 | 0.74 | 0.55 | 0.85 |
| Distribution per share (weighted) | 0.48 | 0.49 | 0.50 | 0.51 | 0.52 |
| Share price as at end of period | 12.49 | 12.00 | 12.75 | 12.90 | 12.50 |
| Gross return on distribution relative to share price | 3.84% | 4.08% | 3.92% | 3.95% | 4.16% |
| Gross return on equity (NAV) | 4.94% | 6.21% | 6.03% | 5.01% | 6.89% |
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 December 2007 as an investment company on the initiative of Belfius and Gimv, 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 capital-intensive 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.
LOW-CARBON WORLD
DIGITISATION
BUILDING BACK BETTER
CARE AND WELLBEING
PUBLIC INFRASTRUCTURE
ENERGY INFRASTRUCTURE
DIGITAL INFRASTRUCTURE
SUPPORT REAL ESTATE
• Capital-intensive investments in assets with a long-term character
• Income and costs over the longer term are characterised by a high degree of visibility on the basis of long-term agreements, a strategic market position, or a regulated framework
• Involvement throughout the infrastructure lifecycle with a buy-and-hold investment approach
• Contributing to the distribution policy of TINC
ADDITIONAL PARTICIPATION IN THE ROAD PPP A15 MAASVLAKTE-VAANPLEIN September 2020
TINC'S SUPERVISORY BOARD WELCOMES 4 NEW MEMBERS February 2021
DATACENTER UNITED GETS TIER IV QUALITY CERTIFICATE April 2021
GLASDRAAD PROVIDES ITS 10,000TH CUSTOMER WITH SUPER-FAST INTERNET June 2021
TINC BECOMES A LIMITED LIABILITY COMPANY October 2020
CONSTRUCTION STARTS AT KRONINGSWIND WINDFARM
PPP SOCIAL HOUSING IN IRELAND – DELIVERY OF NEW HOUSING UNITS April 2021
ADDITIONAL PARTICIPATION OF RÉSEAU ABILIS IN CARE RESIDENCES
May 2021
STORM FLANDERS REALISES ITS FIRST SUBSIDY-FREE WINDFARM June 2021
November 2020
We are pleased to present you the annual report of TINC after a year full of activity and growth against the background of the strict and prolonged measures in the fight against Covid-19. The spread of our participations over a range of diversified focus areas, each with its own dynamic, has limited the impact of the Covid-19 health crisis on the portfolio of TINC. As a result, TINC is pleased to announce excellent annual results with an increase in the distribution to shareholders for the fifth year in a row, this time to €0.52 per share.
Also the past financial year occurred against the backdrop of the evolving Covid-19 health crisis. The investment portfolio continues to show strong operational and financial resilience, thanks in part to the robust and, in many cases, long-term contractual business model of most of participations of TINC. Those participations continued to operate during the past year for the most part without any material disruptions or significant problems. Where appropriate, the operational continuity was reassessed and adjusted in line with the Covid-19 measures and this in consultation with various stakeholders such as public authorities, customers and users, as well as maintenance providers and suppliers. Furthermore, regular maintenance work was on occasion postponed or rescheduled in order to safeguard the health and safety of maintenance providers and of those who use the infrastructure.
The evolution of the power price is an important focus point. Short-term electricity prices rose sharply towards the end of the financial year, while long-term power price forecasts showed only a slight recovery after the initial sharp fall in the wake of the first wave of Covid-19, and are still at a relatively low level. TINC is taking this into account for its long-term forecasting and for the valuation of its wind and solar farms.
TINC has also a number of participations with infrastructure under development or under construction. It is expected that the Covid-19 measures will not put their successful realisation in jeopardy.
The net profit for the past financial year amounts to €31.1 million, or €0.85 per share, a significant increase of 74.1% over the previous financial year. The increase of the net profit is due entirely to the excellent portfolio result which at €36.5 million represents an increase of 62.1% over the previous financial year. The growth of the portfolio result is the result of the growth of the portfolio and new investments, the overall performance of the participations and increasing valuations for infrastructure assets.
Based on these strong results, TINC is proposing a distribution to its shareholders of €0.52 per share. This is an increase of 2% over the previous financial year and an increase of 11.2% compared to the distribution at the time of the listing of TINC in
EXCELLENT ANNUAL RESULTS LETTER TO THE SHAREHOLDERS
TINC will continue to strive to diversify its portfolio, focusing on participations with an income model that shows a positive correlation with inflationary trends.
PHILIP MAEYAERT, CHAIRMAN OF THE SUPERVISORY BOARD
TINC's investment activity 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 support real estate.
TINC realised its growth strategy with investments totalling €47.9 million, of which €37.5 million was invested in participations under outstanding contractual investment commitments: investments in the Kroningswind windfarm, additional investments in the Storm Flanders windfarms, investments in new additional care facilities of the Réseau Abilis network for people with special needs, as well as additional growth investments in the fibre optic networks of GlasDraad and in Datacenter United. Furthermore, TINC acquired an additional stake in the Dutch publicprivate partnership A15 Maasvlakte-Vaanplein (€3.6 million) and increased its stake in the Réseau Abilis's care centres (€6.8 million).
TINC continues to strive to diversify its portfolio, focusing on participations with an income model that shows a positive correlation with inflationary trends.
The fair value of the investment portfolio amounts to €396.9 million at the end of the financial year. The 16.6% increase over the previous financial year is the result of investments in existing and new participations (€47.9 million), repayments from participations (€4.3 million) and an increase in
the fair value of the portfolio (€12.5 million). The latter increase is mainly the result of the reduction of discount rates (for participations in public infrastructure and energy infrastructure). The fair value of the investment portfolio is determined by applying a discount rate to the future cash flows from each individual participation. The weightedaverage discount rate was 7.59% at the end of the financial year (7.82% at the end of the previous financial year). The reduction of the weighted average discount rate reflects higher market prices for quality infrastructure assets.
The break-down of the portfolio between the investment focus areas shows 33% public infrastructure, 30% energy infrastructure, 19% digital infrastructure, and 18% support real estate.
At the end of the financial year, TINC has €25 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 €420 million.
TINC has €60.3 million of cash at the end of the financial year. The cash is available to meet
the outstanding contractual investment commitments and for general investment purposes. With a solid and debt-free balance sheet, TINC aims to develop the capital structure to support its growth ambitions whilst taking into account sustainability considerations.
Social relevance and sustainability are important considerations for TINC as an outspoken long-term investor in infrastructure that is shaping the world of tomorrow. Through its investment policy and its participations, TINC aims to contribute to a lowcarbon, healthy, connected, safe and prosperous society. TINC continues to incorporate this ambition in its sustainability strategy for purposes of identifying opportunities and managing its participations.
At the extraordinary general meeting of 21 October 2020, TINC's articles of association were adapted to the new Code of Companies and Associations. As a result, TINC was converted into a limited liability company under Belgium law, with TINC Manager NV as its statutory director (formerly the statutory manager), a company with a two tier structure comprising a supervisory
PHILIP MAEYAERT Chairman of the Supervisory Board MANU VANDENBULCKE CEO
The fair value of TINC's investment portfolio has grown, in a diversified way, from about €100 million at the time of the IPO in 2015 to about €400 million today.
board and a management board. The former board of directors became a supervisory board and was expanded to include nine members – four women and five men – with a majority (5) of independent members.
In October 2020, Mr Jean-Pierre Blumberg, Chair of the Supervisory Board, passed away. We are grateful for Jean-Pierre's many contributions, and in particular for the role he played as Chair since TINC's IPO. With effect from February 2021, he was succeeded by Mr Philip Maeyaert. The supervisory board is also pleased to welcome as new members Ms Katja Willems (nominated by Belfius), and independent members Ms Helga van Peer and Ms Kathleen Defreyn. Mr Bart Fransis resigned as a director in
September 2020. We would like to thank him for his contribution to TINC's development.
The fair value of TINC's investment portfolio has grown, in a diversified way, from around €100 million at the time of the IPO in 2015 to about €400 million today. TINC has demonstrated to have the skills and resources to realise its growth ambitions in a profitable way. The impact of the Covid-19 health crisis has been limited: TINC looks forward to further participate and invest - in a relevant and profitable way - in crucial social transitions. From its historical core geographies Belgium and the Netherlands, TINC may selectively also pursue opportunities in other European countries that represent an added value.
Chairman of the Supervisory Board
CEO
LOW-CARBON WORLD
DIGITISATION
BUILDING BACK BETTER CARE AND WELLBEING
14 TINC Annual Report 2020-2021 2020-2021
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.
Sustainability of the infrastructure is for both the public partner and TINC a focus point. In addition to ESG considerations during the initial design, initiatives are being deployed at various participations to implement concrete actions, from policy frameworks and monitoring through international standards, over specific energy-saving measures such as LED lighting to the generation of wind and solar power on the project site.
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.
MOBILITY HOUSING
Public Infrastructure
Other
TINC
17 TINC Annual Report 2020-2021
TINC is active as an investor during the entire lifecycle of public infrastructure: from development and design to contributions, 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 | 26 | Jan De Nul NV, Willemen NV (Franki, Answebo), Aclagro NV, and Algemene Aannemingen Van Laere NV |
||
| VIA R4 GENT | Flemish Region | operational | 23 | Besix NV, Stadsbader NV, and Eiffage SA | ||
| BELGIUM | Brabo I | Flemish Region | operational | 26 | Besix NV, Frateur-De-Pourcq NV, and Willemen NV (Franki) |
|
| L'Hourgnette | Federal Government | operational | 17 | Eiffage SA and Sodexo | ||
| Princess Beatrix Lock |
State of the Netherlands |
operational | 25 | 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 | in realisation | 25 | Choice Ltd and John Sisk & Son |
| (IN '000 €) | JUNE 30, 2020 | JUNE 30, 2021 | ||
|---|---|---|---|---|
| Portfolio result | 11,156 | 15,347 | ||
| Cash flows from the participations | 8,980 | 10,579 | ||
| Fair value (FV) participation | 123,628 | 131,966 | ||
| Weighted average discount rate | 7.50% | 7.00% | ||
| JUNE 30, 2021 | ||||
| Weighted average debt ratio (%) | 75.0% | |||
| Weighted average remaining maturity of debt (in years)1 | 22 | |||
| Weighted average remaining contract term (in years) | 23 | |||
| 1 | Fully amortising with a fixed interest rate. | |||
131,966
540
7,357
(505)
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.
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 includes 534 residential units at six locations in the Dublin area, on Ireland's east coast. The project receives an availability fee with a realised value of around € 120 million for making the housing units available during the 25-year term of the contract.
24 TINC Annual Report 2020-2021
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 power purchase agreements with industrial and other off-takers in the overall revenue mix rather than simply feeding the power production into the electricity grid.
TINC is convinced that strong and supportive European and national policies will provide the framework for major investment and growth opportunities.
ONSHORE WINDFARMS OFFSHORE WINDFARMS SOLAR POWER
The energy transition will require enormous investments for the development of green power generation capacity, for dealing with nuclear power and for energy storage and distribution. TINC is convinced that strong and supportive European and national policies, including a.o. the Green Deal, will provide the framework for major investment and growth opportunities in energy infrastructure.
on the applicable support mechanism, by adjusting the amount of support.
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 300MW (26MW solar farms). This is the equivalent of the power consumption of aprox. 220,000 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 of wind and solar farms.
| COUNTRY | TECHNOLOGY | GREEN ENERGY SUPPORT MECHANISM |
|---|---|---|
| BELGIUM | • 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. • Offshore windfarms in Belgium receive a guaranteed price per MWh produced, on top of the price agreed with the local buyer and the market price for the injected residual. • Solar farms in Flanders receive one green energy certificate per MWh produced (non-indexed), with a guaranteed minimum price per certificate, on top of the market price or the electricity. |
|
| THE NETHERLANDS |
• Onshore wind farms 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. |
* All solar parks were realised between 2007-2013.
| ('000 €) | JUNE 30, 2020 | JUNE 30, 2021 |
|---|---|---|
| Portfolio result | 1,639 | 9,182 |
| Cash flows from the participations | 21,188 | 10,150 |
| Fair value (FV) participation | 102,422 | 117,025 |
| Weighted average discount rate | 7.53% | 7.29% |
| JUNE 30, 2021 | ||
| Weighted average debt ratio (%) (excluding offshore) |
43.4% | |
| Weighted average remaining maturity of debt (in years) (other than for offshore) |
12 |
Storm Flanders is accelerating the transition to a climate-neutral society. This is realised by building, and operating onshore wind farms at the lowest possible cost to society.
Kroningswind Wind Farm is a windfarm under construction on the island Goeree-Overflakkee in South Holland, the Netherlands, in an area between the towns of Stellendam and Middelharnis.
35 TINC Annual Report 2020-2021
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.
A comprehensive digitisation of society tops the list when it comes to post-pandemic economic recovery plans.
A comprehensive digitisation of society stands high on the list of priorities in post-pandemic economic recovery plans. This requires significant investments and is a major priority in TINC's investment and growth ambitions.
DATA NETWORKS DATA CENTRES
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.
With its expertise and experience, GlasDraad takes charge of the complete development and realisation of the network infrastructure. 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 for the provision of connections in homes and businesses.
Fibre networks are a future-proof technology, and fits perfectly well with TINC's long-term investment objective.
The GlasDraad network as a whole is spread across the Netherlands, and now comprises 12 networks that are in various stages – operational, under construction, and in demand bundling – and that will eventually provide about 50,000 households with ultrafast internet. With the proceeds of a successful debt raising, GlasDraad has access to sufficient funding to cover the realisation of these networks.
STAKE 100%
D
WWW.GLASDRAAD.NL
Datacenter United owns and operates three data centres in Belgium that offer scalable and reliable data centre colocation services 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 count on guarantees regarding the availability (uptime) of the infrastructure. Datacenter United offers its customers a complete service package in its Antwerp and Brussels centres, 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.
Energy management is also an important issue: Datacenter United has invested in heat-recovery equipment.
Datacenter United reached an important milestone in May 2021 when the Antwerp data centre was certified as the only operator in Belgium offering tier-IV security, the highest level there is.
HIGHLIGHTED PARTICIPATION
STAKE 75%
| (IN '000 €) | JUNE 30, 2020 | JUNE 30, 2021 | |||
|---|---|---|---|---|---|
| Portfolio result | 949 | 4,848 | |||
| Cash flows from the participations | 23 | 360 | |||
| Fair value (FV) participation | 51,653 | 76,434 | |||
| Weighted average discount rate | 9.31% | 8.69% | |||
| JUNE 30, 2021 | |||||
| Weighted average debt ratio (%) | 8.3% | ||||
| Weighted average remaining maturity of debt (in years) | 6 | ||||
| BASIC ASSUMPTIONS VALUATION | ||
|---|---|---|
| Inflation | 2% | |
| Weighted average discount rate |
8.69% | |
FAIR VALUE IN '000 €
42 TINC Annual Report 2020-2021
Support Real Estate includes a variety of buildings that play a socially important role in the health sector, to wellbeing, mobility, or to foster scientific research.
The investment by TINC in supporting real estate renders life easier for businesses and organisations who can now focus on the quality of their core business. This may enhance the social return of their activity.
The business model of Support Real Estate consists of cash flows with a high degree of visibility that are usually linked to inflation. Payment is typically made by specialist operators or organisations.
A common feature of participations in Support Real Estate is that TINC does assume no or only limited residual value, values the importance of periodic cash flows and typically uses debt financing with an amortising repayment profile.
| CARE |
|---|
| MOBILITY |
| RESEARCH |
| LEISURE |
Réseau Abilis is a growing network of specialised residences that provide life-long residential care to people with special needs at 25 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 single-person 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 700 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 longterm agreement.
The Covid-19 health crisis was a strong challenge that was addressed with care and dedication by Réseau Abilis and its committed staff.
During the financial year, TINC increased its stake in the care residences, and invested in a number of new additional residences.
TINC also owns a minority stake in the operator Réseau Abilis, and has committed to provide funding for the acquisition of more new residences.
W
B3
WWW.ABILIS.BE
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.
The business centre aims to optimize its ecological footprint in consultation with its customers. This includes a project for the implementation of energy-saving measures such as the installation of LED lighting with multifunctional sensors, solar panels, the regulation of steam generation, and improvement of building management systems. A sufficient number of EV charging stations for cars and e-bikes will also be installed.
Bioversneller ensured that its customers could operate in safe conditions during the Covid-19 health crisis through additional safety measures.
STAKE 50%
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.
The holiday park closed temporarily during the past year because of the Covid-19 health measures. Pierre & Vacances took all necessary measures to ensure that the reopening in February 2021 occurred in safe circumstances.
STAKE 12.5%
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 administrative centre, an Albert Heijn supermarket, a MediaMarkt store and the Eemerald apartment complex, which was completed in March 2021. 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 has initiated various ESG initiatives. Examples include the ambition to fit out the car park with sufficient EV charging infrastructure and to offer space for car-sharing solutions. The car park uses 100% green electricity.
The activities during the past year occurred against the backdrop of the Covid-19 health crisis. 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.
STAKE 100%
TINC Annual Report 2020-2021 48
| (IN '000 €) | JUNE 30, 2020 | JUNE 30, 2021 | |
|---|---|---|---|
| Portfolio result | 8,759 | 7,102 | |
| Cash flows from the participations | 5,228 | 6,688 | |
| Fair value (FV) participation | 62,614 | 71,464 | |
| Weighted average discount rate | 8.31% | 8.02% | |
| JUNE 30, 2021 | |||
| Weighted average debt ratio (%) | 47.3% | ||
| Weighted average remaining maturity of debt (in years) | 16 | ||
FAIR VALUE '000 €
TINC's objective is 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.
Through its own activity, in particular when investing in companies that build and operate infrastructure, TINC contributes to the fulfilment of a significant number of the 17 reference goals set by the United Nations to transform our world, the Sustainable Development Goals (UN SDGs). Throughout this annual report you will find examples of how TINC acts on these goals.
TINC has designed a roadmap to ensure sustainability is demonstrably embedded in its organisation and functioning. The roadmap includes the following concrete steps in the short term:
• For the activities, an assessment of the extent to which these contribute to one or more of the UN SDGs.
• The guidelines and codes of conduct that TINC has previously subscribed to as an investor are incorporated in one comprehensive ESG Policy with the focus on such principles as sustainable value creation, exclusion of investment where the funding will be used for illegal purposes, integrity and trust, etc. (see www.tincinvest.com).
| ENVIRONMENTAL | • Greenhouse gas emissions • Energy and resource management • Climate-related risk and opportunities |
|---|---|
| SOCIAL | • Employee wellbeing and safety |
| GOVERNANCE | • Good governance • Risk management • Supply chain management |
• An ESG committee set up within the Management Board of TINC Manager NV – is in charge of the follow-up of the sustainability policy.
In the following years, TINC will take further steps towards the incorporation of sustainability in its activities, in accordance with the sustainability roadmap. The following initiatives are already planned for the coming financial year:
The net profit for the past financial year amounts to €31.1 million, or €0.85 per share, a significant increase of 74.1% over the previous financial year. The increase of the net profit is due entirely to the excellent portfolio result which at €36.5 million represents an increase of 62.1% over the previous financial year. The growth of the portfolio result is the result of the growth of the portfolio and new investments, the overall performance of the participations and increasing valuations for infrastructure assets.
The valuation of all participations at fair value is carried out on a semi-annual basis and was done in the previous financial year, in addition to the valuation on June 30, 2021, at December 31, 2020 and in accordance with the applicable valuation rules. The valuations on an interim basis are subject to a limited review by the auditor.
The basis for the valuations are the expected future cash flows related to each participation. These expected cash flows are periodically reviewed on the basis of general and specific parameters specific to each participation. Subsequently, they are updated when necessary. A significant part of the cash flows can be
estimated fairly accurately on the basis of long-term contracts, the applicable regulatory framework or the strategic position of the infrastructure. The fair value of a participation is the result of discounting the expected future cash flows at a market-based discount rate.
On June 30, 2021, the weighted average discount rate of the portfolio is 7.59% (7.82% on June 30, 2020). The individual discount rates of the participations vary between 6.74% and 9.25%. The market for quality infrastructure remains intensely demanded, and this translated into a further decrease in the applicable discount rates during the past year. In line with this market evolution, TINC has among others adjusted the discount rate for its participations in Public Infrastructure and Energy Infrastructure as shown in the table below:
| PERIOD ENDING AT: | JUNE 30, 2020 | JUNE 30, 2021 |
|---|---|---|
| Public Infrastructure | 7.50% | 7.00% |
| Energy Infrastructure | 7.53% | 7.29% |
| Digital Infrastructure | 9.31% | 8.69% |
| Support Real Estate | 8.31% | 8.02% |
| Weighted average discount rate | 7.82% | 7.59% |
financial year (in k€).
The graph below shows the evolution of the fair value (FV) of the portfolio during the past
In the past financial year, the fair value of the portfolio increased by €56.6 million to €396.9 million (+16.6%). This increase is mainly the result of:
expected by TINC from the participations (also taking into account the cash flows received in the meantime), and the time value of the future expected cash flows.
PERFORMANCE 2020–2021 RESULTS
The portfolio result for the past financial year of €36.5 million consists of two components:
After deduction of costs, the portfolio result translates in a net result of €31,1 million. This represents an increase of 74,1% compared to the previous financial year.
TINC received a total of €27.8 million in cash from its participations during the financial year:
The cash receipts cover the proposed distribution of €18.9 million to the shareholders.
The decrease in cash proceeds compared to the previous financial year is related to one-off refinancing proceeds that TINC received from its participation in Storm Ireland during the previous financial year.
| PERIOD ENDING AT: ('000 €) |
JUNE 30, 2020 12 months |
JUNE 30, 2021 12 months |
|---|---|---|
| Fair Market Value of portfolio companies (FMV) |
340,317 | 396,890 |
| Deferred tax asset | 2,314 | 1,163 |
| Cash | 103,269 | 60,257 |
| Other | (203) | (446) |
| Net Asset Value (NAV) | 445,697 | 457,863 |
| Net Asset Value per share (€)* | 12.26 | 12.59 |
* Based on the total number of shares outstanding on the end of the reporting period.
The net asset value (NAV) amounts to €457.9 million or €12.59 per share (an increase of 2.7% compared to the NAV per share of €12.26 on June 30, 2020). The NAV is the sum of the fair value (FV) of the portfolio (€396.9 million), a deferred tax asset (€1.2 million), net cash (€60.3 million) and other working capital (€-0.4 million).
During the past financial year, the fair value of the portfolio increased by €56.6 million to €396.9 million, or an increase of 16.6%.
The decrease in deferred taxes is the result of write-offs in BGAAP of a number of capitalised costs related to the IPO and subsequent capital increases, and of the (partial) utilisation of outstanding tax losses carried forward.
TINC is debt free.
A distribution to the shareholders of €0.52 per share will be proposed at the general meeting on October 20, 2021. 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 €0.07 per share (or 13.5% of the distribution), that of the capital reduction to €0.45 per share (or 86.5% of the total amount distributed). The capital reduction requires a decision by the extraordinary general meeting with a quorum and special majority.
The total distribution amounts to €18,909,091, consisting of a dividend of €2,545,455 and a capital reduction of €16,363,637.
There are no noteworthy events after the reporting date.
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 over-dependent 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 in anticipation of the issuing of new shares.
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 government-affiliated 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. Nonrenewal, 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 realisation 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 holding 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, 2021, 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 (30/06/2021) |
NUMBER OF SHARES |
% |
|---|---|---|
| Belfius Insurance NV | 4,186,037 | 11.51% |
| Gimv NV | 3,881,597 | 10.67% |
| Remaining shares | 28,296,003 | 77.81% |
| Total | 36,363,637 | 100% |
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 €168,177,863.21 represented by 36,363,637 shares. During the financial year, a capital reduction took place in October 2020. The capital was reduced by €16,727,273.02 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 2021, this will be on October 20, 2021.
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 and Kempen. 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, following the decision of the extraordinary general meeting on October 21, 2020 to convert the partnership limited by shares as a result of the abolition of this corporate form under the new Companies and Associations Code.
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, §2 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 occasion of adapting the articles of association of the Statutory Director to the provisions of the new Companies and Associations Code, a dual governance model was chosen, with a Supervisory Board replacing the former Board of Directors, and a Management Board replacing the former Management Committee.
In the past financial year, a number of changes took place in the composition. Due to the passing of Jean-Pierre Blumberg in October 2020, the position of chairman became vacant and Statutory Director only had two independent directors left.
On December 24, 2020, Kathleen Defreyn was appointed as a new independent director. As of the same date, Bart Fransis who had resigned as director on September 23, 2020, was replaced by Katja Willems as representative of Belfius Bank. It was also decided to expand the new Supervisory Board with two additional members. On February 22, 2021, Philip Maeyaert and Helga Van Peer were appointed as independent directors.
At the Supervisory Board meeting of March 1, 2021, Philip Maeyaert was appointed as chairman of the Supervisory Board.
At the date of this annual report, the Supervisory Board of TINC Manager, the Statutory Director, is composed of nine directors, five 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.
Upon these new appointments, the independent directors constitute a majority of the members of the Supervisory Board. The independent directors of TINC Manager meet the independence criteria set in accordance with article 7:87 of the Companies and Associations Code.
The expansion of the Supervisory Board is also a major step towards a more diverse Board by bringing together various 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. This expansion will ensure that future changes in the composition will not easily impact the desired diversity. Four out of the nine directors belong to a different gender than the others.
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 | Member of the Audit Committee |
| Jean Pierre Dejaeghere | 1950 | Independent director | 2022* | Chairman of the Audit Committee Member of the Nomination and Remuneration Committee |
| Elvira Haezendonck | 1973 | Independent director | 2022 | Member of the Nomination and Remuneration Committee |
| Helga Van Peer | 1973 | Independent director | 2024 | |
| Kristof Vande Capelle | 1969 | Non-independent director | 2022 | |
| Marc Vercruysse | 1959 | Non-independent director | 2022 | Member of the Audit Committee Member of the Nomination and Remuneration Committee |
| Peter Vermeiren | 1965 | Non-independent director | 2022 | Member of the Audit Committee Member of the Nomination and Remuneration Committee |
| Katja Willems | 1983 | Non-independent director | 2023 |
* Upon advice of the Nomination and remuneration committee, it was decided that, notwithstanding the age limit, the mandate can be served until expiry date.
Supervisory Board: Katja Willems, Peter Vermeiren, Elvira Haezendonck, Kristof Vande Capelle, Philip Maeyaert, Marc Vercruysse, Helga Van Peer, Jean Pierre Dejaeghere & Kathleen Defreyn.
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. Since 2017 she has been CFO of the construction group Viabuild!
Jean Pierre Dejaeghere obtained Master's degrees in Applied Economics at the University of Antwerp (1973), in Business Management at Vlerick Management School
(1974) and in Accountancy at Vlekho (1978). He started his career as an auditor with various firms (including Deloitte Bedrijfsrevisoren) and was statutory auditor for several listed companies. From 2000 to 2009 he was a director and CFO of Roularta Media Group, before joining the executive committee of Koramic Investment Group (until 2010). He is currently a director of various (listed) companies.
Prof. dr. Elvira Haezendonck obtained a PhD in Applied Economics from the Vrije Universiteit Brussel (VUB). She is full professor at the VUB, visiting professor at the
University of Antwerp (UA), and guest professor at Erasmus University of Rotterdam. She teaches courses on management, (competition) strategy, project management and port strategy and is
Helga Van Peer obtained a law degree at the Catholic University of Leuven. 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 has a Master's degree in Applied Economics from the University of Ghent. Marc has been working for Gimv since 1982 as, successively, Internal Auditor, Investment
Manager and Head of the Structured Finance Department, Chief Financial Officer (1998-2012) and head of the Funding Department (2012-2015). He is currently advisor to the CEO of Gimv. From his various positions at Gimv, Marc gained a lot of experience with listed companies and the way they operate.
Peter Vermeiren holds a Master's degree in Commercial and Financial Science from the Lessius Hogeschool Antwerp (KU Leuven) (1992),
a Certification Advanced Valuation from the Amsterdam Institute of Finance (2007 & 2009) and a "Lead an Organization" MBA from the Dexia Corporate University at Vlerick Leuven Ghent Management School (2011). He has also taken various courses in corporate valuation (1992-present). Peter worked consecutively for Paribas Banque Belgium, Artesia Bank and Belfius where he held various advisory and Management positions. He is currently Director Wealth Management Flanders after 4 years as Director Corporate Banking for the Brussels / Brabant area at Belfius. Peter is also a director of companies, as well as of Voka Metropolitan.
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 (of which twice in the new capacity of Supervisory Board). The meetings always took place by videoconference because of the measures taken to combat the Covid-19 health crisis. 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:
A semi-annual and annual report;
Determination of the proposal for a distribution to the shareholders regarding the financial year 2020-2021;
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 till three years. This was last done in the financial year 2019-2020.
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 two independent directors 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, Jean-Pierre Blumberg (until his passing), Kathleen Defreyn (as of March 1, 2021), Marc Vercruysse and Peter Vermeiren. With a chairman who, as an auditor, has many years of accounting and auditing experience, and members with a banking or CFO background, the Audit Committee has the necessary experience and expertise to fulfil its task.
In the past financial year, the Audit Committee met twice, always in the (quasi) full presence of the members. The company's statutory auditor was at each occasion present and reported to the committee on his findings regarding the audit process of the semestrial and annual results.
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 the Chairman, Jean-Pierre Blumberg (until his passing), Philip Maeyaert (the new Chairman, as of March 1, 2021), Jean-Pierre Dejaeghere, Elvira Haezendonck, Marc Vercruysse and Peter Vermeiren.
In the past financial year, the Nomination and Remuneration Committee met once, in the absence of the Chairman.. The Nomination and Remuneration Committee discussed the corporate governance statement, the remuneration report and the composition of the Supervisory Board.
Following the adaptation to the Companies and Associations Code, the Statutory Director has a dual governance model consisting of a Supervisory Board and a Management Board (see also above).
Management Board: Filip Audenaert (CFO), Manu Vandenbulcke (CEO and Chairman) & Bruno Laforce (CLO).
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, 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, as outlined in the Corporate Governance Charter.
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 in 2023. Total fees of EY in respect of the past financial year amounted to €81,600, composed of fees charged to TINC and/or its subsidiaries for the exercise of the statutory auditor's mandate for an amount of €81,100, for non-audit services for an amount of €500.
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:
• Supervision: in line with the Corporate Governance Code, the Supervisory Board has appointed a compliance officer (Bruno Laforce) charged with supervising the trading rules (Dealing Code) relating to securities issued by TINC and the internal Code of Conduct.
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 mandates as director are remunerated. Following a decision of the shareholders by written consent of February 22, 2021, the remuneration for the members of the Supervisory Board was set as follows:
For the past financial year the following fees were paid:
| DIRECTOR | FIXED REMUNERATION* | SUPERVISORY BOARD | COMMITTEES | |||
|---|---|---|---|---|---|---|
| Attendance | Attendance fee* | Attendance | Attendance fee* | |||
| Jean-Pierre Blumberg | 3,750 | 0/1 | - | 0/2 | - | 3,750 |
| Kathleen Defreyn | 4,500 | 2/2 | 2,000 | 1/1 | - | 6,500 |
| Jean Pierre Dejaeghere | 9,000 | 4/4 | 4,000 | 3/3 | 1,000 | 14,000 |
| Elvira Haezendonck | 9,000 | 4/4 | 4,000 | 1/1 | - | 13,000 |
| Philip Maeyaert | 6,667 | 2/2 | 2,000 | 0/0 | - | 8,667 |
| Helga Van Peer | 3,000 | 2/2 | 2,000 | - | - | 5,000 |
| Bart Fransis | - | 1/1 | - | - | - | - |
| Kristof Vande Capelle | - | 4/4 | - | - | - | - |
| Marc Vercruysse | - | 4/4 | - | 3/3 | - | - |
| Peter Vermeiren | - | 4/4 | - | 3/3 | - | - |
| Katja Willems | - | 2/2 | - | - | - | - |
| 50,917 |
* In €.
Management Board members are not remunerated for their mandates at TINC Manager.
78 TINC Financial Statements 2020-2021
| PERIOD ENDING AT: (€) |
Notes | JUNE 30, 2021 12 months |
JUNE 30, 2020 12 months |
|---|---|---|---|
| Operating income | 40,000,989 | 35,660,136 | |
| Interest income | 11 | 8,945,736 | 7,973,266 |
| Dividend income | 11 | 14,555,026 | 7,508,670 |
| Gain on disposal of investments | 11 | - | - |
| Unrealised gains on investments | 11 | 15,979,274 | 19,506,791 |
| Revenue | 11 | 520,953 | 671,408 |
| Operating expenses (-) | (8,016,756) | (17,047,715) | |
| Unrealised losses on investments | 11 | (3,522,072) | (13,156,850) |
| Selling, General & Administrative Expenses | 11 | (4,406,974) | (3,776,319) |
| Depreciations and amortizations | (1,933) | - | |
| Other operating expenses | 11 | (85,778) | (114,546) |
| Operating result, profit (loss) | 31,984,233 | 18,612,421 | |
| Finance income | 12 | 200,742 | 53,124 |
| Finance costs (-) | 12 | (90,376) | (118,551) |
| Result before tax, profit (loss) | 32,094,599 | 18,546,994 | |
| Tax expenses (-) | 13 | (1,023,222) | (704,579) |
| Total consolidated income | 31,071,376 | 17,842,415 | |
| Total other comprensive income | - | - | |
| Total comprehensive income | 14 | 31,071,376 | 17,842,415 |
| EARNINGS PER SHARE (€) | |||
| 1. Basic earnings per share (*) | 14 | 0.85 | 0.55 |
| 2. Diluted earnings per share (**) | 14 | 0.85 | 0.55 |
| Weighted average number of ordinary shares | 14 | 36,363,637 | 32,453,301 |
* Calculated on the basis of the weighted average number of ordinary shares.
** 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, 2021 12 months |
JUNE 30, 2020 12 months |
|---|---|---|---|
| I. NON-CURRENT ASSETS | 398,066,731 | 342,630,888 | |
| Intangible assets | 14,296 | - | |
| Investments at fair value through profit and loss |
16 | 396,889,556 | 340,316,550 |
| Deferred taxes | 13 | 1,162,879 | 2,314,338 |
| II. CURRENT ASSETS | 60,683,581 | 103,707,574 | |
| Trade and other receivables | 17 | 426,724 | 438,280 |
| Cash and short-term deposits | 4, 18 | 60,256,857 | 103,269,294 |
| Other current assets | |||
| TOTAL ASSETS | 458,750,312 | 446,338,463 |
| PERIOD ENDING AT: (€) |
Notes | JUNE 30, 2021 12 months |
JUNE 30, 2020 12 months |
|---|---|---|---|
| I. EQUITY | 457,863,119 | 445,697,401 | |
| Issued capital | 3, 19 | 168,177,863 | 184,905,136 |
| Share premium | 3 | 174,688,537 | 174,688,537 |
| Reserves | 3 | (5,623,877) | (4,839,591) |
| Retained earnings | 3 | 120,620,596 | 90,943,318 |
| II. LIABILITIES | 887,193 | 641,062 | |
| A. Non-current liabilities | - | - | |
| B. Current liabilities | 887,193 | 641,062 | |
| Financial liabilities | 20 | - | - |
| Trade and other payables | 877,342 | 632,557 | |
| Income tax payables | - | - | |
| Other liabilities | 9,851 | 8,505 | |
| TOTAL EQUITY AND LIABILITIES | 458,750,312 | 446,338,463 |
| 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 |
The decrease in reserves during the past financial year (compared to June 30, 2020) amounts to €1,682,517. This decrease is the combined result of:
Compared to June 30, 2020, the retained earnings increased by €30,575,508. This increase is composed of the realised and unrealised result for the period for an amount of €31,071,376, less the addition to the legal reserves for an amount of €495,868.
The following table shows the changes in equity from the previous financial year for comparison purposes.
| FINANCIAL YEAR 2019-2020 (€) |
Notes | ISSUED CAPITAL | SHARE PREMIUM | RESERVES | RETAINED EARNINGS |
EQUITY |
|---|---|---|---|---|---|---|
| JUNE 30, 2019 | 2 | 150,951,501 | 108,187,628 | (1,348,949) | 73,531,088 | 331,321,268 |
| Total comprehensive income | 1 | - | - | - | 17,842,415 | 17,842,415 |
| Capital increase | 4, 19 | 46,226,364 | 66,500,908 | - | - | 112,727,272 |
| Proceeds towards shareholders | (12,272,728) | - | (1,363,636) | - | (13,636,364) | |
| Other changes | - | - | (2,127,006) | (430,185) | (2,557,190) | |
| JUNE 30, 2020 | 184,905,136 | 174,688,537 | (4,839,591) | 90,943,318 | 445,697,401 |
| PERIOD ENDING AT: (€) Notes |
JUNE 30, 2021 12 months |
JUNE 30, 2020 12 months |
|---|---|---|
| Cash at beginning of period | 103,269,294 | 61,728,455 |
| Cash Flow from Financing Activities | (18,545,455) | 96,372,188 |
| Proceeds from capital increase | - | 112,727,272 |
| Proceeds from borrowings | - | - |
| Repayment of borrowings | - | - |
| Interest paid | - | - |
| Distribution to shareholders | (18,545,455) | (13,636,364) |
| Other cash flow from financing activities* | - | (2,718,720) |
| Cash Flow from Investing Activities | (20,009,924) | (50,578,666) |
| Investments | (47,871,458) | (86,077,029) |
| Repayment of investments | 4,302,333 | 19,187,845 |
| Interest received | 8,826,399 | 8,050,254 |
| Dividend received | 14,137,530 | 7,508,653 |
| Other cash flow from investing activities | 595,271 | 751,610 |
| Cash Flow from Operational Activities | (4,457,058) | (4,252,683) |
| Management Fee | (4,720,804) | (3,995,156) |
| Expenses | (158,170) | (850,977) |
| Recovered VAT | 681,916 | 693,450 |
| Taxes paid | (260,000) | (100,000) |
| Cash at end of period | 2, 18 60,256,857 |
103,269,294 |
* Costs related to the rights issue (including VAT).
The consolidated financial statements of TINC SA (hereinafter "TINC") for the fiscal year ending June 30, 2021 were authorized for issue by resolution of the Statutory Director on September 6, 2021. 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, 2021.
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 (to be replaced by IFRS 9 Financial Instruments when it becomes effective).
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
recognised 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 recognised on the trade date.
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 characterised 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 long-term 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 long-term 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 recognised 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 recognised 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 recognised as a realised gain or loss in the income statement.
Financial assets and liabilities are derecognised 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 derecognised 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 recognised 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 recognised for all deductible temporary differences, except:
Deferred taxes are recognised 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 recognised 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 recognised 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 recognised as an asset only when the reimbursement is virtually certain.
Revenue is recognised whenever it is probable TINC will receive economic benefits which revenue can be reliably measured.
Mandate fees or transaction fees are recognised as revenue at the time the related performance obligations are completed.
Dividend revenue is recognised on the date on which TINC's right to receive the payment is established. Dividend revenue is presented gross of any nonrecoverable 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 recognised 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 within 4 segments, Public Infrastructure, Energy Infrastructure, Digital Infrastructure and Support Real Estate.
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 2020/2021, 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:
Amendments to References to the Conceptual Framework in IFRS Standards sets out the amendments to affected standards, except to IFRS 3 Business Combinations and IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors, in order to update references to the Conceptual Framework. In most cases, the standard references are updated to refer to the Conceptual Framework. These amendments did not have an impact on TINC.
The amendments clarify that, in order to meet the definition of a business, an integrated set of activities and assets should at least contacin inputs and a substantive process that contribute significantly to the ability to create outputs. Furthermore the amendments clarified that a business can exist without the presence of all the necessary inputs and processes to create outputs.
These amendments did not have an impact on TINC, but could have an impact in future periods if TINC were to perform an acquisition.
The amendments modify some specific hedge accounting requirements to provide relief from potential effects of the uncertainty caused by the IBOR reform. A hedge relationship is affected by the IBR reform when the IBOR reform gives rise to uncertainties on the timing, and/or the amount of the cash flows of the hedged item or hedging instrument.
Since TINC does not apply hedge accounting, TINC was not affected by these amendments.
The amendments provide relief to lessees in relation to the application of the lease modification requirements on changes to leases resulting from rent concessions that are the direct consequence of the Covid-19 pandemic. As a practical expedient, the lessee is permitted to not assess whether the rent concessions granted by the lessor as a result of Covid-19 is a lease modification. A lessee that selects this choice shall account for the change in lease payments resulting from the Covid-19 rent concessions as if the change in lease payments did not result from a lease modification.
These amendments did not have an impact on TINC.
The amendments introduce a new definition of material that states that, "Information is material if omitting, misstating or obscuring it could reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements, which provide financial information about a specific reporting entity."
The amendments clarify that materiality will depend on the nature or magnitude of information, or both. An entity will need to assess whether the information, either individually or in combination with other information, is material in the context of the financial statements. These amendments did not have any impact on TINC, nor are they expected to have a future impact on TINC.
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.
* Not yet adopted by the EU as of July 27, 2021.
The amendments clarify the criteria for determining whether to classify a liability as current or non-current. The amendments clarify:
TINC does not expect these amendments will have any impact.
The amendments prohibits 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 January 1, 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 does not expect these amendments will have any impact. * Not yet adopted by the EU as of July 27, 2021.
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 January 1, 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 does not expect these amendments will have any impact.
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 January 1, 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 does not expect these amendments will have any impact.
AMENDMENTS TO IFRS 4 INSURANCE CONTRACTS – DEFERRAL OF IFRS 9* These amendments will not have an impact on TINC.
AMENDMENTS TO IFRS 9 FINANCIAL INSTRUMENTS, IFRS 7 FINANCIAL INSTRUMENTS: DISCLOSURES, IAS 39 FINANCIAL INSTRUMENTS: RECOGNITION AND MEASUREMENT, IFRS 4 INSURANCE CONTRACTS AND IFRS 16 LEASES- INTEREST RATE BENCHMARK REFORM – PHASE 2, EFFECTIVE JANUARY 1, 2021*
TINC does not expect that these changes will have any impact.
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.
These amendments are not expected to have an impact on TINC.
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 January 1, 2023.
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 January 1, 2023.
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 January 1, 2023.
* Not yet adopted by the EU as of July 27, 2021.
TINC is an investment company, and has 22 participations.
| PORTFOLIO | COUNTRY | TYPE | STAKE | CHANGE COMPARED TO JUNE 30, 2020 |
STATUS |
|---|---|---|---|---|---|
| Public Infrastructure | |||||
| A15 Maasvlakte-Vaanplein | NL | Equity | 24.00% | 4.80% | Operational |
| Social Housing Ireland | IRE | Equity | 47.50% | 0.00% | In realisation |
| L'Hourgnette | BE | Equity | 81.00% | 0.00% | Operational |
| Princess Beatrix Lock | NL | Equity | 37.50% | 0.00% | Operational |
| Brabo I | BE | Equity | 52.00% | 0.00% | Operational |
| Via A11 | BE | Equity | 39.06% | 0.00% | Operational |
| Via R4 Ghent | BE | Equity | 74.99% | 0.00% | Operational |
| Energy Infrastructure | |||||
| Berlare Wind | BE | Equity | 49.00% | 0.00% | Operational |
| Kroningswind | NL | Equity | 72.73% | 0.00% | In realisation |
| Lowtide | BE | Equity | 99.99% | 0.00% | Operational |
| Nobelwind | BE | Loan | n/a | 0.00% | Operational |
| Northwind | BE | Loan | n/a | 0.00% | Operational |
| Solar Finance | BE | Equity | 87.43% | 0.00% | Operational |
| Storm Ireland | IRE | Equity | 95.60% | 0.00% | Operational |
| Storm Flanders | BE | Equity | 39.47% | 0.00% | Oper. / In real. |
| Kreekraksluis | NL | Equity | 43.65% | 0.00% | Operational |
* Not yet adopted by the EU as of July 27, 2021.
| PORTFOLIO | COUNTRY | TYPE | STAKE | CHANGE COMPARED TO JUNE 30, 2020 |
STATUS |
|---|---|---|---|---|---|
| Digital Infrastructure | |||||
| GlasDraad | NL | Equity | 100.00% | 0.00% | Oper. / in real. |
| Datacenter United | BE | Equity | 75.00% | 0.00% | Operational |
| Support Real Estate | |||||
| Bioversneller | BE | Equity | 50.00% | 0.00% | Operational |
| De Haan Vakantiehuizen | BE | Equity | 12.50% | 0.00% | Operational |
| Réseau Abilis | BE | Equity | 67.50% | 0.00% | Operational |
| Eemplein | NL | Equity | 100.00% | 0.00% | Operational |
| 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. | Social Housing Ireland | 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 |
| GlasDraad BV | 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 Ireland | Antwerp, Belgium | 666.468.192 | 100.00% -1 share |
0.00% | 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 |
| 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% | 4.80% |
| 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 | 37.50% | 0.00% |
| Storm Holding NV | Storm Vlaanderen | Antwerp, Belgium | 841.641.086 | 39.47% | 0.00% |
| Storm Holding 2 NV | Storm Vlaanderen | Antwerp, Belgium | 627.685.789 | 39.47% | 0.00% |
| Storm Holding 3 NV | Storm Vlaanderen | Antwerp, Belgium | 716.772.293 | 39.47% | 0.00% |
| Windfarm 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.
TINC reports its investment activities in four segments. Management reporting also follows this structure in accordance with the requirements of IFRS 8.
The four segments are
The figures related to the normal operations of TINC are included in Business services & general.
An overview of the evolution of the fair value of the portfolio per segment can be found in note 16.
| TINC AT A GLANCE | FOREWORD | TRENDS | ACTIVITIES | SUSTAINABILITY | RESULTS 2020-2021 | GOVERNANCE | FINANCIAL STATEMENTS | ||
|---|---|---|---|---|---|---|---|---|---|
| -- | -- | ------------------ | ---------- | -------- | ------------ | ---------------- | ------------------- | ------------ | ---------------------- |
| PERIOD ENDING AT JUNE 30, 2021 ('000 €) |
PUBLIC INFRASTRUCTURE |
ENERGY INFRASTRUCTURE |
DIGITAL INFRASTRUCTURE |
SUPPORT 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 |
| TINC AT A GLANCE | FOREWORD | TRENDS | ACTIVITIES | SUSTAINABILITY | RESULTS 2020-2021 | GOVERNANCE | FINANCIAL STATEMENTS | ||
|---|---|---|---|---|---|---|---|---|---|
| -- | -- | ------------------ | ---------- | -------- | ------------ | ---------------- | ------------------- | ------------ | ---------------------- |
| PERIOD ENDING AT JUNE 30, 2020 ('000 €) |
PUBLIC INFRASTRUCTURE |
ENERGY INFRASTRUCTURE |
DIGITAL INFRASTRUCTURE |
SUPPORT REAL ESTATE |
BUSINESS SERVICES & GENERAL |
TOTAL |
|---|---|---|---|---|---|---|
| Interest income | 4,681,125 | 3,076,489 | - | 215,652 | - | 7,973,266 |
| Dividend income | 3,634,124 | 1,731,069 | - | 2,143,477 | - | 7,508,670 |
| Gain on disposal of investments | - | - | - | - | - | - |
| Unrealised gains (losses) on investments | 2,530,560 | (3,376,815) | 926,313 | 6,269,883 | - | 6,349,940 |
| Revenue | 310,188 | 208,509 | 22,275 | 130,436 | - | 671,408 |
| Portfolio result, profit (loss) | 11,155,997 | 1,639,252 | 948,588 | 8,759,449 | - | 22,503,285 |
| Selling, General & Administrative Expenses | - | - | - | - | (3,776,319) | (3,776,319) |
| Depreciations and amortizations | - | - | - | - | (114,546) | (114,546) |
| Operational result, profit (loss) | 11,155,997 | 1,639,252 | 948,588 | 8,759,449 | (3,890,865) | 18,612,420 |
| Financial result | - | - | - | - | (65,427) | (65,427) |
| Tax expenses | - | - | - | - | (704,579) | (704,579) |
| Total consolidated income | 11,155,997 | 1,639,252 | 948,588 | 8,759,449 | (4,660,871) | 17,842,414 |
| Assets and liabilites | ||||||
| Assets | 123,627,805 | 102,422,424 | 51,652,613 | 62,613,708 | 106,021,912 | 446,338,463 |
| Liabilites | - | - | - | - | 446,338,463 | 446,338,463 |
| Other segment information | ||||||
| Cashflow | 8,980,218 | 21,187,547 | 22,500 | 5,227,656 | - | 35,417,921 |
| Cash-income | 8,783,183 | 4,871,240 | 22,500 | 2,553,153 | - | 16,230,076 |
| Repayments | 197,035 | 16,316,308 | - | 2,674,503 | - | 19,187,845 |
| TINC AT A GLANCE | FOREWORD | TRENDS | ACTIVITIES | SUSTAINABILITY | RESULTS 2020-2021 | GOVERNANCE | FINANCIAL STATEMENTS | |
|---|---|---|---|---|---|---|---|---|
| -- | ------------------ | ---------- | -------- | ------------ | ---------------- | ------------------- | ------------ | ---------------------- |
| PERIOD ENDING AT JUNE 30, 2021 ('000 €) |
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 |
| TINC AT A GLANCE | FOREWORD | TRENDS | ACTIVITIES | SUSTAINABILITY | RESULTS 2020-2021 | GOVERNANCE | FINANCIAL STATEMENTS | |
|---|---|---|---|---|---|---|---|---|
| -- | ------------------ | ---------- | -------- | ------------ | ---------------- | ------------------- | ------------ | ---------------------- |
| PERIOD ENDING AT JUNE 30, 2020 ('000 €) |
BELGIUM | THE NETHERLANDS |
IRELAND | TOTAL |
|---|---|---|---|---|
| Interest income | 7,485,305 | 487,960 | - | 7,973,266 |
| Dividend income | 6,636,271 | 872,399 | - | 7,508,670 |
| Gain on disposal of investments | - | - | - | - |
| Unrealised gains (losses) on investments | 14,966,378 | (10,514,076) | 1,897,639 | 6,349,941 |
| Revenue | 363,042 | 287,168 | 21,199 | 671,408 |
| Portfolio result, profit (loss) | 29,450,997 | (8,866,549) | 1,918,838 | 22,503,286 |
| Selling, General & Administrative Expenses | (3,776,319) | - | - | (3,776,319) |
| Depreciations and amortizations | - | - | - | - |
| Other operating expenses | (114,546) | - | - | (114,546) |
| Operational result, profit (loss) | 25,560,132 | (8,866,549) | 1,918,838 | 18,612,421 |
| Financial result | (65,427) | - | - | (65,427) |
| Tax expenses | (704,579) | - | - | (704,579) |
| Total consolidated income | 24,790,126 | (8,866,549) | 1,918,838 | 17,842,415 |
| Assets and liabilites | ||||
| Assets | 335,010,926 | 95,491,118 | 15,836,418 | 446,338,462 |
| Liabilites | 446,338,463 | - | - | 446,338,463 |
| Other segment information | ||||
| Cashflow | 19,277,534 | 1,779,401 | 14,360,986 | 35,417,921 |
| Cash-income | 14,498,392 | 1,710,698 | 20,986 | 16,230,076 |
| Repayments | 4,779,142 | 68,704 | 14,340,000 | 19,187,845 |
| PERIOD ENDING AT: (€) |
Notes | JUNE 30, 2021 12 months |
JUNE 30, 2020 12 months |
|---|---|---|---|
| Interest Income | 1 | 8,945,736 | 7,973,266 |
| Dividend Income | 1 | 14,555,026 | 7,508,670 |
| Turnover | 1 | 520,953 | 671,408 |
| TOTAL | 24,021,715 | 16,153,345 |
This heading shows an increase of €7,868,370 compared to the financial year ending at June 30, 2020.
In comparison to the previous financial year, dividend income increased with an amount of €7,046,355 because of a larger and maturing investment portfolio which results in higher cash generation and increased dividend distributions.
The interest income comprises (i) capitalized interest included in the fair value of the participations and (ii) interest, either received in cash or scheduled to be received in cash shortly after reporting date. In comparison to the previous financial year, interest income increased with €971,472.
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 €520,953, which is €150,456 less than in the previous financial year.
| PERIOD ENDING AT: (€) |
Notes | JUNE 30, 2021 12 months |
JUNE 30, 2020 12 months |
|---|---|---|---|
| Unrealised gains on financial assets |
1 | 15,979,274 | 19,506,791 |
| Unrealised losses on financial assets |
1 | (3,522,072) | (13,156,850) |
| TOTAL | 12,457,202 | 6,349,941 |
The net unrealised result (unrealised gains less unrealised losses) amounted to €12,457,202 for the past financial year.
The net unrealised increase in fair value of €12,457,202 over the past financial year consists of €15,979,274 in unrealised gains and €3,522,072 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 time value of these cash flows.
In the past financial year. the fair value of the investment portfolio thus increased by €12,457,202 without taking into account the investment in and repayments from participations.
The cost of services and various goods rose by €630,655 compared to the previous financial year.
| PERIOD ENDING AT: (€) |
Notes | JUNE 30, 2021 12 months |
JUNE 30, 2020 12 months |
|---|---|---|---|
| Management compensation | (4,211,505) | (3,353,590) | |
| Other expenses | (195,468) | (422,729) | |
| TOTAL | 1 | (4,406,974) | (3,776,319) |
The expenses for the past financial year comprise the following:
| PERIOD ENDING AT: (€) |
Notes | JUNE 30, 2021 12 months |
JUNE 30, 2020 12 months |
|---|---|---|---|
| Taxes and operating expenses | 1 | (85,778) | (114,546) |
| TOTAL | (85,778) | (114,546) |
Other company expenses amount to €85,778 and primarily include nonrecoverable VAT for an amount of €79,316.
The cost rate (total operating expenses/NAV) for the current financial year is 0.98%.
| PERIOD ENDING AT: (€) |
Notes | JUNE 30, 2021 12 months |
JUNE 30, 2020 12 months |
|---|---|---|---|
| Finance income | 1 | 200,742 | 53,124 |
| Finance costs | 1 | (90,376) | (118,551) |
| TOTAL | 110,366 | (65,427) |
The financial result decreased with €175,793 compared to the previous financial year ending on June 30, 2020.
Financial income of the past financial year includes a.o. financial services to participations. Financial income increased with €147,619 compared to the previous financial year.
Financial costs decreased with €28,175. These costs include fees on bank guarantees and other bank charges.
| PERIOD ENDING AT: (€) Notes |
JUNE 30, 2021 12 months |
JUNE 30, 2020 12 months |
|---|---|---|
| Result before tax, profit (loss) | 32,094,599 | 18,546,994 |
| Unrealised gains / losses on investments | (12,457,202) | (6,349,941) |
| Depreciations and impairments on costs relating to the capital increase | (1,440,812) | (2,142,496) |
| Result before tax BGAAP | 18,196,584 | 10,054,557 |
| Non-deductible expenses | 37 | 258 |
| Definitively taxed income deduction | (14,103,732) | (7,508,653) |
| Notional Interest deduction (NID) | - | (181,863) |
| Compensation tax losses of the past | (3,165,023) | (1,900,450) |
| Taxable base against normal tax rate | 927,867 | 463,848 |
| Effective income tax rate | 25.00% | 29.58% |
| Against local statutory income tax rate | 231,967 | 137,206 |
| Valuation deferred tax asset related to tax losses carried forward | 449,324 | 1,240,580 |
| Use of tax losses carried forward | 791,256 | (562,153) |
| Remeasurement of deferred tax asset | - | 5,219 |
| (Increase)/Decrease deferred tax asset related to tax losses carried forward | 791,256 | 567,372 |
| Taxes | 1 1,023,222 |
704,579 |
| Effective tax rate | 3.19% | 3.80% |
| PERIOD ENDING AT: (€) |
Notes | JUNE 30, 2021 12 months |
JUNE 30, 2020 12 months |
|---|---|---|---|
| Tax charge | |||
| Current income tax charge | 231,967 | 137,206 | |
| Adjustment in respect of current income tax of previous periods |
- | - | |
| Deferred tax | |||
| Related to temporary differences | - | - | |
| Deferred tax on tax losses carried forward |
791,256 | 567,372 | |
| Taxes | 1,023,222 | 704,579 |
| PERIOD ENDING AT: (€) |
Notes | JUNE 30, 2021 12 months |
JUNE 30, 2020 12 months |
|---|---|---|---|
| Tax loss as per start of financial year |
4,962,320 | 6,862,770 | |
| Movement of the year | (3,165,023) | (1,900,450) | |
| Other movements | - | - | |
| Tax loss as per end of period | 1,797,298 | 4,962,320 |
| PERIOD ENDING AT: (€) |
Notes | JUNE 30, 2021 12 months |
JUNE 30, 2020 12 months |
|---|---|---|---|
| Deferred taxes beginning of period (per July, 1) |
2,314,338 | 2,856,410 | |
| increase/(decrease) value TLCF | (791,256) | (567,372) | |
| increase/(decrease) deferred taxes |
(360,203) | 25,300 | |
| Deferred taxes end of period (per June, 30) |
2 | 1,162,879 | 2,314,338 |
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 a.o. tax losses carried forward to the extent that it is probable that these can be offset against future taxable profit. As per June 30, 2021 this amount was valued at € 449,324.
The deferred tax asset related to the tax losses carried forward decreased with €791,256 compared to the previous financial year.
| PERIOD ENDING AT: (€) |
Notes | JUNE 30, 2021 12 months |
JUNE 30, 2020 12 months |
|---|---|---|---|
| Net profit attributable to ordinary shares |
1 | 31,071,376 | 17,842,415 |
| Weighted average number of ordinary shares (excluding treasury shares) for basic earnings per share |
36,363,637 | 32,453,301 | |
| 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 | 32,453,301 | |
| Earnings per share | 0.85 | 0.55 | |
| Earnings per share with effect of dilution |
0.85 | 0.55 |
| PERIOD ENDING AT: (€) |
Notes | JUNE 30, 2021 12 months |
JUNE 30, 2020 12 months |
|---|---|---|---|
| Paid Distributions | 1 | ||
| Closing distribution: (total value) | 18,545,455 | 13,636,364 | |
| Closing distribution: (value per share) |
0.5100 | 0.5000 | |
| Proposed Distribution | |||
| Distribution: total value | 18,909,091 | 18,545,455 | |
| Distribution: value per share | 0.52 | 0.51 | |
| Capital reduction | 0.4500 | 0.4600 | |
| Dividend | 0.0700 | 0.0500 | |
| Number of shares | 36,363,637 | 36,363,637 |
At the general shareholders' meeting in October 2021 a proposal will be made to make a distribution to the shareholders of €0.52 per share. The proposed distribution will be a combination of a dividend and a capital decrease. The proposed dividend will amount to €0.07 per share (13.5% of the total distribution) and the proposed capital decrease will amount to €0.45 per share (86.5% 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 €18,909,091 and will consist of a dividend for an amount of €2,545,455 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: (€) Notes |
JUNE 30, 2021 12 months |
JUNE 30, 2020 12 months |
|---|---|---|
| Opening balance | 340,316,550 | 267,105,793 |
| + Investments | 47,871,458 | 86,077,029 |
| - Repayments from investments | (4,302,333) | (19,187,845) |
| +/- Unrealised gains and losses | 12,457,202 | 6,349,941 |
| +/- Other | 546,679 | (28,366) |
| Closing balance* | 396,889,556 | 340,316,550 |
| Net unrealised gains/losses recorded through P&L over the period |
12,457,202 | 6,349,941 |
* Including shareholder loans for a nominal amount outstanding of: €96,910,366 (30/06/2021) en €94,561,917 (30/06/2020).
As of June 30, 2021, the FV of the portfolio was €396,889,556.
During the past financial year, €47,871,458 was invested in existing participations: Kroningswind, A15 Maasvlakte-Vaanplein, Datacenter United, Storm Flanders, GlasDraad BV and Réseau Abilis.
Over the past financial year, TINC received €4,302,333 in the context of repayments of the invested capital of the following participations: Nobelwind, Northwind, Solar Finance, Storm Flanders, Lowtide/Hightide, Via R4 Gent, Via A11 and L'Hourgnette.
The net unrealised increase in fair value of €12,457,202 over the past financial year consists of €15,979,274 unrealised gains and €3,522,072 unrealised losses. The remaining amount of €546,679 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, 2021 | |||||||
|---|---|---|---|---|---|---|---|
| Level 1 | Level 2 Level 3 |
||||||
| Investment Portfolio | - | - | 396,889,556 | 396,889,556 |
| JUNE 30, 2020 | ||||||
|---|---|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | |||
| Investment Portfolio | - | - | 340,316,550 | 340,316,550 |
All participations of TINC are considered level 3 in the fair value hierarchy. All participations in level 3, with the exception of Social Housing Ireland, 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 of Social Housing Ireland, the investment is valued at the transaction 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 are based on production, applicable support regimes and electricity prices in the market. Revenues in Digital Infrastructure and Support real estate participations are mainly demand driven. 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 Support 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 land owner(s).
For the Digital Infrastructure and Support 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 taken into account 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 (see chart) 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 of up to 25 years, which explains the declining trend in cash flows from 2033 onwards (see chart).
Participations in Digital Infrastructure and Support Real Estate have a life of at least 15 years. Debt tenors are shorter than the life of the underlying infrastructure, which explains the increase in cash flows further in time.
Over the past fiscal year, TINC received €27,776,837 of cash flows in the form of dividends, interest, fees and repayment of capital repayments. These cash flows underpin TINC's distribution policy.
The portfolio of TINC shows a positive inflation correlation of approximately 0,5x. This means that the return of the portfolio increases with about 0,5% when an inflation rate that is 1 percent point higher than the base inflation rate that is used for valuation purposes (currently 2%) is applied. Translated to future cashflows, this means that projected cashflows that TINC is expected to receive from the portfolio are estimated to follow inflation for on average approximately 50%.
The following charts provides an indicative overview of the sum of the cash flows that TINC expects to receive per type of infrastructure over the expected life time of the participations, calculated on June 30, 2021 and June 30, 2020. INDICATIEVE JAARLIJKSE KAS-ONTVANGSTEN PER SOORT INFRASTRUCTUUR 2021
The charts do not include outstanding contractual investment commitments to existing participations and to contracted new participations, nor any other possible new additional investment commitment.
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:
The charts below represent the projected electricity prices calculated on an average basis, weighted by production capacity at portfolio level, as used as JAARREKENING assumptions in the valuation of June 30, 2021 and June 30, 2020. GEWOGEN GEMIDDELDE ELECTRICITEITSPRIJS
WEIGHTED AVERAGE ELECTRICITY PRICE
Furthermore a balancing discount of 15% is taken into account. 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):
• In Flanders, support mechanisms allow producers of renewable energy to earn green certificates based on produced electricity. Each MWh produced gives right to one or a fraction of one green certificate, depending on the specific support mechanism related to the renewable energy production installation. In some cases, a fraction of a green certificate per MWh produced is received depending on the market electricity prices. The green certificates can be traded in the market or sold to a grid operator for a guaranteed minimum price for a period of 10, 15 or 20 years, depending on the support mechanism.
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.
The "REFIT"-price for onshore windfarms currently amounts to approximately €72 per MWh and is indexed annually based on the index of consumer prices in Ireland. Produced electricity is sold in the market. If the sales price in the market is lower than the REFIT-price, the government pays to the producer the difference between the sales price and the "REFIT"-price. This ensures the producer to receive at least the projected price. If the sales price in the market is higher than the REFIT-price, then the producer will receive the higher sales price.
The discount rate is used to discount the expected future cash flows in order to calculate the fair market 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.
At June 30, 2021 the weighted average discount rate of the portfolio is 7.59% (7.82% at June 30, 2020). The individual discount rates of the holdings vary between 6.74% and 9.25%.
The market for quality infrastructure remains intensely demanded, and this also translated into a further decrease in the applicable discount rates during the past financial year. In line with this market trend, TINC has, among other, adjusted downwards the discount rate for its participation in Public Infrastructure and Energy Infrastructure as shown in the table below:
| PERIOD ENDING ON: | JUNE 30, 2021 | JUNE 30, 2020 |
|---|---|---|
| Public Infrastructure | 7.00% | 7.50% |
| Energy Infrastructure | 7.29% | 7.53% |
| Digital Infrastructure | 8.69% | 9.31% |
| Support real estate | 8.02% | 8.31% |
| Weighted average discount rate | 7.59% | 7.82% |
The table below sets out the fair value (FV) of the portfolio broken down by infrastructure type on June 30, 2021 and June 30, 2020.
| FV per JUNE 30, 2021 (€) |
PUBLIC INFRASTRUCTURE |
ENERGY INFRASTRUCTURE |
DIGITAL INFRASTRUCTURE |
SUPPORT 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 |
| FV per JUNE 30, 2020 (€) |
PUBLIC INFRASTRUCTURE |
ENERGY INFRASTRUCTURE |
DIGITAL INFRASTRUCTURE |
SUPPORT REAL ESTATE |
TOTAL |
|---|---|---|---|---|---|
| Equity investments* | 123,627,805 | 93,174,095 | 51,652,613 | 62,613,708 | 331,068,221 |
| Weighted average discount rate | 7.50% | 7.55% | 9.31% | 8.31% | 7.81% |
| Investments in loans | - | 9,248,330 | - | - | 9,248,330 |
| Weighted average discount rate | - | 6.90% | - | - | 6.90% |
| Fair value with changes processed through profit and loss | 123,627,805 | 102,422,424 | 51,652,613 | 62,613,708 | 340,316,550 |
| Weighted average discount rate | 7.50% | 7.53% | 9.31% | 8.31% | 7.82% |
| (*) Including shareholder loans for a nominal amount outstanding of: | 67,662,874 | 25,126,741 | 1,761,053 | 11,250 | 94,561,917 |
| Loans for a nominal outstanding amount of: | 9,123,863 |
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.
| FV per JUNE 30, 2021 (€) |
PUBLIC INFRASTRUCTURE |
ENERGY INFRASTRUCTURE |
DIGITAL INFRASTRUCTURE |
SUPPORT 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 |
* Investment in equity: including shareholder loans.
| TINC AT A GLANCE | FOREWORD | TRENDS | ACTIVITIES | SUSTAINABILITY | RESULTS 2020-2021 | GOVERNANCE | FINANCIAL STATEMENTS | |
|---|---|---|---|---|---|---|---|---|
| -- | ------------------ | ---------- | -------- | ------------ | ---------------- | ------------------- | ------------ | ---------------------- |
| FV per JUNE 30, 2020 (€) |
PUBLIC INFRASTRUCTURE |
ENERGY INFRASTRUCTURE |
DIGITAL INFRASTRUCTURE |
SUPPORT REAL ESTATE |
TOTAL |
|---|---|---|---|---|---|
| EQUITY INVESTMENTS | |||||
| Opening balance (30/06/2019) | 103,591,725 | 80,664,078 | 14,026,526 | 58,744,416 | 257,026,744 |
| + Investments* | 17,811,931 | 31,227,599 | 36,700,000 | 337,500 | 86,077,029 |
| - Repayments | (197,035) | (15,561,093) | - | (2,674,503) | (18,432,631) |
| +/- Unrealised gains and losses | 2,530,560 | (3,331,541) | 926,313 | 6,269,883 | 6,395,214 |
| +/- Other | (109,376) | 175,054 | (225) | (63,588) | 1,865 |
| Closing balance (30/06/2020) | 123,627,805 | 93,174,095 | 51,652,613 | 62,613,708 | 331,068,221 |
| INVESTMENTS IN LOANS | |||||
| Opening balance (30/06/2019) | - | 10,079,049 | - | - | 10,079,049 |
| + Investments* | - | - | - | - | - |
| - Repayments | - | (755,214) | - | - | (755,214) |
| +/- Unrealised gains and losses | - | (45,274) | - | - | (45,273) |
| +/- Other | - | (30,231) | - | - | (30,231) |
| Closing balance (30/06/2020) | - | 9,248,330 | - | - | 9,248,330 |
| PORTFOLIO | |||||
| Opening balance (30/06/2019) | 103,591,725 | 90,743,126 | 14,026,526 | 58,744,416 | 267,105,793 |
| + Investments* | 17,811,931 | 31,227,599 | 36,700,000 | 337,500 | 86,077,029 |
| - Repayments | (197,035) | (16,316,308) | - | (2,674,503) | (19,187,845) |
| +/- Unrealised gains and losses | 2,530,560 | (3,376,815) | 926,313 | 6,269,883 | 6,349,940 |
| +/- Other | (109,376) | 144,822 | (225) | (63,588) | (28,366) |
| Closing balance (30/06/2020) | 123,627,805 | 102,422,425 | 51,652,613 | 62,613,708 | 340,316,550 |
* Investment in equity: including shareholder loans.
During the past financial year, TINC invested a total amount of €47,871,458, and this in existing participations (Kroningswind, A15 Maasvlakte-Vaanplein, Datacenter United, Storm Flanders, GlasDraad BV and Réseau Abilis). Over the same period, TINC received repayments from its participations (Nobelwind. Northwind, Solar Finance, Storm Flanders, Lowtide/Hightide, Via R4 Gent, Via A11 and L'Hourgnette) for an amount of €4,302,333.
The fair value of the portfolio has increased by €56,573,005 to €396,889,556, an increase of 16.6% compared to June 30, 2020. This increase is the result of investments for an amount of €47,871,458 on the one hand and repayments for an amount of €4,302,333 on the other hand. The portfolio also increased in value for an amount of €12,457,202. The increase of the item "Other" by €546,679 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.
| TINC AT A GLANCE | FOREWORD | TRENDS | ACTIVITIES | SUSTAINABILITY | RESULTS 2020-2021 | GOVERNANCE | FINANCIAL STATEMENTS | |
|---|---|---|---|---|---|---|---|---|
| -- | ------------------ | ---------- | -------- | ------------ | ---------------- | ------------------- | ------------ | ---------------------- |
| SENSITIVITY FV JUNE 30, 2021 | PUBLIC INFRASTRUCTURE |
ENERGY INFRASTRUCTURE |
DIGITAL INFRASTRUCTURE |
SUPPORT REAL ESTATE |
TOTAL |
|---|---|---|---|---|---|
| Discount Rate | |||||
| Discount rate: -0.5% | 7,357,373 | 3,692,371 | 3,0004,496 | 3,646,046 | 17,700,286 |
| Discount rate: +0.5% | 6,755,463 | 3,460,718 | 2,769,489 | 3,379,949 | 16,365,620 |
| Inflation | |||||
| Inflation: -0.5% | 505,493 | 1,045,581 | 3,967,120 | 3,147,293 | 8,665,488 |
| Inflation: +0.5% | 540,051 | 1,281,871 | 4,284,384 | 3,457,524 | 9,563,830 |
| Energy Prices | |||||
| Energy Prices: -10% | - | 4,198,165 | - | - | 4,198,165 |
| Energy Prices: +10% | - | 4,264,080 | - | - | 4,264,080 |
| Energy Production | |||||
| Energy Production: -5% | - | 9,505,875 | - | - | 9,505,875 |
| Energy Production: +5% | - | 9,145,789 | - | - | 9,145,789 |
Positive Negative
| SITUATION AS PER JUNE 30, 2021 (€) |
||||
|---|---|---|---|---|
| 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 |
| (€) SITUATION AS PER JUNE 30, 2020 |
||||
|---|---|---|---|---|
| Duration | <1 year | 1 - 5 year | > 5 year | Total |
| 9,978,210 | 13,990,233 | 80,208,224 | 104,176,666 | |
| Applied interest rate | Variable rate | Fixed rate | Total | |
| - | 104,176,666 | 104,176,666 |
The subordinated loans outstanding at June 30, 2021 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, 2021 12 months |
JUNE 30, 2020 12 months |
|---|---|---|---|
| Trade receivables | 18,500 | 76,063 | |
| Tax receivable, other than income tax |
361,981 | 316,174 | |
| Other receivables | 46,243 | 46,043 | |
| TOTAL | 2 | 426,724 | 438,280 |
The trade receivables for the financial year ending on June 30, 2021 amount to €426,724.
| PERIOD ENDING AT: (€) |
Notes | JUNE 30, 2021 12 months |
JUNE 30, 2020 12 months |
|---|---|---|---|
| Short term bank deposits | 34,894,555 | 53,303,602 | |
| Cash | 25,362,302 | 49,965,692 | |
| TOTAL | 2, 4 | 60,256,857 | 103,269,294 |
Bank balances and deposits include all treasury assets, freely withdrawable, held in cash or on a bank deposit. During the past financial year, the cash position decreased with €43,012,437 as a result of €18,545,455 distribution to the shareholders, net €20,009,924 cash outflow from investing activities and €4,554,326 outgoing cash flow as a result of operating costs.
| STATUTORY CAPITAL AND RESERVES (€) |
June 30, 2021 Number |
JUNE 30, 2020 Number |
JUNE 30, 2021 Amount |
JUNE 30, 2020 Amount |
|---|---|---|---|---|
| Shares authorised | 36,363,637 | 36,363,637 | 168,177,863 | 184,905,136 |
| Shares issued and fully paid at the beginning of the period | 36,363,637 | 27,272,728 | 184,905,136 | 150,951,501 |
| Change | - | 9,090,909 | -16,727,273 | 33,953,636 |
| Shares issued and fully paid at the end of the period | 36,363,637 | 36,363,637 | 168,177,863 | 184,905,136 |
On June 30, 2021, the number of fully paid-up shares was 36,363,637. There were no changes compared to the previous financial year.
At June 30, 2021 the short term financial liabilities amounted to €887,193. The main contributor is the remuneration to TINC Manager of €818,225.
| PERIOD ENDING AT: (€) Notes |
JUNE 30, 2021 12 months |
JUNE 30, 2020 12 months |
|---|---|---|
| Number of outstanding shares | 36,363,637 | 36,363,637 |
| Net Asset Value (NAV) | 457,863,119 | 445,697,401 |
| NAV per share* | 12.59 | 12.26 |
| Fair Market Value (FMV) | 396,889,556 | 340,316,550 |
| FMV per share* | 10.91 | 9.36 |
| Net cash | 60,256,857 | 103,269,294 |
| Net cash per share* | 1.66 | 2.84 |
| Deferred taxes | 1,162,879 | 2,314,338 |
| Deferred taxes per share* | 0.03 | 0.06 |
| Other amounts receivable & payable |
-446,173 | -202,781 |
| Other amounts receivable & payable per share* |
-0.01 | -0.01 |
| Net profit/Profit | 31,071,376 | 17,842,415 |
| Net profit per share** | 0.85 | 0.55 |
* 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 asset on the IFRS balance sheet decreased from €2,314,338 to €1,162,879, being a net decrease of €1,151,459. The decrease of deferred taxes is the result of BGAAP amortisations of certain capitalised costs related to the IPO and the consecutive capital increases), and the (partly) use of outstanding tax losses carried forward.
| PERIOD ENDING AT: (€) |
JUNE 30, 2021 12 months |
JUNE 30, 2020 12 months |
|---|---|---|
| 1. Cash commitments to portfolio companies | 17,036,505 | 56,568,636 |
| 2. Cash commitments to contracted participations |
7,944,195 | 7,500,000 |
| Total | 24,980,700 | 64,068,636 |
| 1. Cash commitments equity | 24,980,700 | 63,264,748 |
| 2. Cash commitments shareholder loans | - | 803,888 |
| 3. Cash commitments loans | - | - |
| Total | 24,980,700 | 64,068,636 |
Commitments of TINC with regard to its existing participations (GlasDraad, Réseau Abilis, Social Housing Ireland, Kroningswind and Datacenter United) 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 GlasDraad, Social Housing Ireland, Kroningswind and Datacenter United on the one hand, and effective investments in GlasDraad, Kroningswind, Datacenter United and Réseau Abilis on the other hand.
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, 2021, the total amount of investment commitments amounts to €24,980,700, composed of €24,980,700 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.
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 in anticipation of the issuing of new shares.
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 |
|---|---|---|---|---|
| I. Financial assets | 78,256,286 | 18,654,080 | 8,429,458 | 105,339,824 |
| 1. Financial assets - subordinated loans | 77,167,186 | 18,230,394 | 8,082,617 | 103,480,197 |
| 2. Financial assets - subordinated loans ST | 1,057,358 | 423,686 | 346,840 | 1,827,885 |
| 3. Financial assets - other | 31,742 | - | - | 31,742 |
| II. Amounts owed to related parties | - | - | - | - |
| 1. Financial Liabilities | - | - | - | - |
| 2. Trade and Other Payables | - | - | - | - |
| III. Transactions with related parties | 19,847,525 | 2,958,485 | 4,880,909 | 27,686,918 |
| 1. Management Compensation TDP | - | - | 3,393,281 | 3,393,281 |
| 2. Management Compensation Tinc Manager | - | - | 818,225 | 818,225 |
| 3. Dividends, Interests and Fees | 19,847,525 | 2,958,485 | 669,403 | 23,475,412 |
There are no significant events after the reporting date.
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 de geconsolideerde balans as at 30 June 2021, het geconsolideerd overzicht van gerealiseerde en niet-gerealiseerde resultaten, het geconsolideerd overzicht van wijzigingen in het eigen vermogen en de geconsolideerde kasstromentabel for the year ended 30 June 2021 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 7 consecutive years.
We have audited the Consolidated Financial Statements of TINC NV, that comprise of de geconsolideerde balans on 30 June 2021, het geconsolideerd overzicht van gerealiseerde en niet-gerealiseerde resultaten, het geconsolideerd overzicht van wijzigingen in het eigen vermogen en de geconsolideerde kasstromentabel of the year and the disclosures, which show a consolidated balance sheet total of € 458.750.312 and of which the consolidated income statement shows a profit for the year of € 31.071.376.
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 2021, 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"). 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.
Description of the key audit matter 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 87 % 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. The use of a different valuation method and/or changes to the underlying assumptions could lead to significant deviations in the fair value.
Summary of the procedures performed 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:
obtaining insight in the system of internal controls that are relevant for the audit and with the objective to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control;
evaluating the selected and applied accounting policies, and evaluating the reasonability of the accounting estimates and related disclosures made by the Board of Directors as well as the underlying information given by the Board of Directors;
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:
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 Consolidated Financial Statements 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.
• This report is consistent with our supplementary declaration to the Audit Committee as specified in article 11 of the regulation (EU) nr. 537/2014.
Antwerp, 7 September 2021
EY Bedrijfsrevisoren BV Statutory auditor Represented by
Ronald Van den Ecker* Partner
*Acting on behalf of a BV/SRL
| PERIOD ENDING AT: (€) |
JUNE 30, 2021 12 months |
JUNE 30, 2020 12 months |
|---|---|---|
| INCOME | 24,222,457 | 16,206,468 |
| Income from financial fixed assets | 23,500,762 | 15,481,936 |
| Dividend income | 14,555,026 | 7,508,670 |
| Interest income | 8,945,736 | 7,973,266 |
| Income from current assets | 200,721 | 53,123 |
| Other financial income | 21 | - |
| Turnover | 520,953 | 671,408 |
| Other operating income | - | - |
| Write-back of write-downs on | - | - |
| Financial fixed assets | - | - |
| Capital gains on the disposal of | - | - |
| Financial fixed assets | - | - |
| EXPENSES | (6,257,839) | (6,289,118) |
| Other financial expenses | (90,375) | (118,551) |
| Services and other goods | (4,406,974) | (3,776,319) |
| Other operating expenses | (85,778) | (114,546) |
| Depriciations and write-downs on formation expenses, IFA and TFA | (1,442,745) | (2,142,496) |
| Write downs on | - | - |
| Financial fixed assets | - | - |
| Tax Expense | (231,967) | (137,206) |
| Profit/loss for the financial year | 17,964,618 | 9,917,350 |
| PERIOD ENDING AT: (€) |
JUNE 30, 2021 12 months |
JUNE 30, 2020 12 months |
|---|---|---|
| FIXED ASSETS | 335,126,486 | 288,363,451 |
| Intangible assets | 2,868,587 | 4,295,103 |
| Affiliated enterprises | 267,175,856 | 241,424,243 |
| Shares | 199,459,447 | 162,398,676 |
| Amounts receivable | 67,716,410 | 79,025,567 |
| Enterprises linked by participating interests | 57,110,738 | 33,817,462 |
| Shares | 29,429,567 | 19,000,078 |
| Amounts receivable | 27,681,170 | 14,817,384 |
| Other financial fixed assets | 7,971,305 | 8,826,644 |
| Shares | 53 | 53 |
| Amounts receivable | 7,971,252 | 8,826,591 |
| CURRENT ASSETS | 62,543,207 | 106,623,452 |
| Amounts receivable within one year | 2,059,711 | 3,354,158 |
| Trade debtors | 69,290 | 124,433 |
| Other amounts receivable | 1,990,421 | 3,229,725 |
| Cash Investments | 34,894,555 | 53,303,602 |
| Cash at bank and in hand | 25,362,302 | 49,965,692 |
| Deferred charges and accrued income | 226,640 | 219,001 |
| Total assets | 397,669,693 | 395,205,905 |
| PERIOD ENDING AT: (€) |
JUNE 30, 2021 12 months |
JUNE 30, 2020 12 months |
|---|---|---|
| EQUITY | 393,984,005 | 394,564,843 |
| Capital | 168,177,863 | 184,905,136 |
| Share premium account | 174,688,537 | 174,688,537 |
| Reserves | 5,663,835 | 6,583,786 |
| Profit carried forward | 45,453,771 | 28,387,384 |
| LIABILITIES | 3,685,688 | 632,557 |
| Financial debts | - | - |
| Trade debtors | 877,342 | 632,557 |
| Suppliers | 877,342 | 632,557 |
| Taxes, payroll and related obligations | - | - |
| Taxes | - | - |
| Dividend current period | - | - |
| Other debt | 2,808,346 | 8,505 |
| Total liabilities | 397,669,693 | 395,205,905 |
The Statutory Director, TINC Manager NV, hereby reports on the activities of TINC NV with regards to the statutory annual accounts of the financial year (July 1, 2020 – June 30, 2021).
The subscribed capital at the end of the financial year amounts to €168,177,863.21 and has been fully paid up.
We refer to the consolidated annual report of the Statutory Director.
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.
The Company does not utilise any financial instruments for the purpose of controlling risks (hedging) in any way which could impact its actives, passives, financial position and result.
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 2020-2021.
This report shall be filed in accordance with the relevant legal provisions and is available at the registered office of the Company.
| €000 / €k | In thousands of euros | IFRS | International Financial Reporting Standards |
|---|---|---|---|
| €m | In millions of euros | IPO | Initial public offering |
| BGAAP | Belgian generally accepted accounting principles | MW | Megawatt |
| CEO | Chief executive officer | MWh | Megawatt hour |
| CFO | Chief financial officer | NAV | Equity according to IFRS |
| CLO | Chief legal officer | PPP | Public-private partnership |
| Cost ratio | Total operating expenses during the period divided by net assets (NAV) at the end of the |
Weighted average contractual life |
Maturity of DBFM contracts weighted by fair value |
| DBFM(O) | period Design, build, finance, maintain and (operate) |
Weighted average debt maturity |
Maturity of debts against third parties (excluding shareholder loans) of the participations at the end |
| DSRA | Debt service reserve account | of the previous financial year, weighted on the basis of the amount of outstanding debts against |
|
| ESG | Environmental, Social and Governance | third parties (excluding shareholder loans) in each | |
| FV | Fair value according to IFRS | participation at the end of the previous financial year pro rata to TINC's interest (in %) in that |
|
| FY | Financial year | participation | |
| 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 financial year |
Weighted average debt ratio (%) |
Total net debt to third parties (excluding shareholder loans) at the end of the previous financial year divided by fair value plus total net debt to third parties (excluding shareholder loans) |
| 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 |
at the end of the previous financial year, weighted by fair value. |
We declare that, to our knowledge:
On behalf of the Company Board of Directors
Supervisory Board of Tinc Manager Statutory Director
Philip Maeyaert Kathleen Defreyn Jean Pierre Dejaeghere Elvira Haezendonck Helga Van Peer Kristof Vande Capelle Marc Vercruysse Peter Vermeiren Katja Willems
Responsible publisher TINC NV
Karel Oomsstraat 37 2018 Antwerpen België
T +32 3 290 21 73 [email protected] www.tincinvest.com
Concept, editing and coördination: www.cfreport.com
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