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FORESIGHT SOLAR & TECHNOLOGY VCT PLC

Interim / Quarterly Report Dec 22, 2020

4888_ir_2020-12-22_3109b553-81b4-499c-bd7b-20374d59564f.pdf

Interim / Quarterly Report

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FORESIGHT SOLAR & TECHNOLOGY VCT plc

UNAUDITED HALF-YEARLY FINANCIAL REPORT 30 SEPTEMBER 2020

Shareholder Information

Foresight Solar & Technology VCT plc is managed by Foresight Group LLP which is regulated by the Financial Conduct Authority. Past performance is not necessarily a guide to future performance. Stock markets and currency movements may cause the value of investments and the income from them to fall as well as rise and investors may not get back the amount they originally invested. Where investments are made in unquoted securities and smaller companies, their potential volatility may increase the risk to the value of, and the income from, the investment.

As part of our investor communications policy, shareholders can arrange a mutually convenient time to speak to the Company's investment management team at Foresight Group. If you are interested, please call Foresight Group (see details below).

CONTACT US

Foresight Group is always keen to hear from investors. If you have any feedback about the service you receive or any queries, please contact the Investor Relations team:

Telephone: 020 3667 8181 Email: InvestorRelations@ foresightgroup.eu www.foresightgroup.eu

July 2021
September 2021
December 2021

Dividends

The Board has made the decision that Foresight Solar & Technology VCT plc (the "Company") will no longer pay dividends by cheque. All future cash dividends will be credited to your nominated bank/building society account. If you are currently receiving dividends via cheque, a dividend mandate form has been sent to you to complete and return. If you have not received this form, please contact the Investor Relations team, who will be able to assist.

Share price

The Company's Ordinary Shares and Foresight Williams Technology Shares are listed on the London Stock Exchange. The mid-price of the Company's Ordinary Shares is given daily in the Financial Times in the Investment Companies section of the London Share Service. Share price information can also be obtained from many financial websites.

www.investorcentre.co.uk

Investors can manage their shareholding online using Investor Centre, Computershare's secure website. Shareholders just require their Shareholder Reference Number (SRN), which can be found on any communications previously received from Computershare, to access the following:

Holding Enquiry Balances l Values History l Payments Payments Enquiry Dividends l Other payment types Address Change Change registered address to which all communications are sent Bank Details Update Update your bank details to which dividend payments are made to Outstanding Payments Reissue payments using our online replacement service Downloadable Forms Dividend mandates l Stock transfer l Change of address

Alternatively you can contact Computershare by phone on 0370 707 4017

Trading shares

The Company's Ordinary Shares and Foresight Williams Technology Shares can be bought and sold in the same way as any other quoted company on the London Stock Exchange via a stockbroker. The primary market maker for Foresight Solar & Technology VCT plc is Panmure Gordon & Co.

You can contact Panmure Gordon by phone on 0207 886 2716 or 0207 886 2717

Investment in VCTs should be seen as a long-term investment and shareholders selling their shares within five years of their original purchase may lose any tax reliefs claimed. Investors who are in any doubt about selling their shares should consult their financial adviser.

Please call Foresight Group if you or your adviser have any questions about this process.

Contents

Financial Highlights
Chairman's Statement 4
Investment Manager's Review 6
Portfolio Overview 12
Portfolio Analysis 20
Governance 21
Unaudited Half-Yearly Results and
Responsibilities Statements 21
Unaudited Non-Statutory Analysis of the Share Classes 22
Financial Statements 24
Unaudited Income Statement 24
Unaudited Balance Sheet 25
Unaudited Reconciliation of Movements
in Shareholders' Funds 25
Unaudited Cash Flow Statement 26
Notes to the Unaudited Half-Yearly Results 27
Glossary of Terms 29
FCA Information 31
Corporate Information 33

Financial Highlights

Ordinary Shares Total Net Assets as at 30 September 2020

£24.9m

Ordinary Shares Net Asset Value per share as at 30 September 2020

Foresight Williams Technology Shares Total Net Assets as at 30 September 2020

Ordinary Shares Fund

  • Total net assets £24.9 million.
  • After payment of 2.0p in dividends, Net Asset Value per Ordinary Share at 30 September 2020 was 70.2p (31 March 2020: 72.7p).
  • At 30 September 2020, the fund held positions in 12 UK assets, with a total installed capacity of 74.7MW. During the period the portfolio generated 53 gigawatt hours of clean energy, sufficient to power approximately 18,000 UK homes for a year.
  • At 30 September 2020, the fund also held a position in one Italian solar asset with a total installed capacity of 0.4MW.
  • Post period end, in December 2020, the fund's portfolio companies completed the sales of Littlewood and Telecomponenti.

Foresight Williams Technology Shares Fund

  • At 30 September 2020, under the FWT Shares Offer, the Company had raised £3.8m, and was yet to make an investment.
  • Post period end, the FWT Shares made investments totalling £1.1m in three companies: Additive Manufacturing Technologies Limited, Audioscenic Limited and Refeyn Limited.
  • Since the end of the reporting period, a further £1.7m has been raised, bringing the total raised to £5.5m.

Dividend History

Ordinary Shares
Date Dividend per share
25 September 2020 2.0p
22 November 2019 3.0p
26 April 2019 3.0p
23 November 2018 3.0p
27 April 2018 3.0p
24 November 2017 3.0p
7 April 2017 3.0p
18 November 2016 3.0p
8 April 2016 3.0p
13 November 2015 3.0p
10 April 2015 3.0p
14 November 2014 3.0p
4 April 2014 3.0p
25 October 2013 3.0p
12 April 2013 2.5p
31 October 2012 2.5p
Cumulative 46.0p

Chairman's Statement

Ernie Richardson

Chairman of Foresight Solar & Technology VCT plc On behalf of the Board, I am pleased to present the Unaudited Half-Yearly Financial Report for Foresight Solar & Technology VCT Plc for the six months ended 30 September 2020 and to provide you with an update on the developments affecting the Company.

ORDINARY SHARES Performance and portfolio activity

The Net Asset Value per Ordinary Share decreased by 0.5p to 70.2p at 30 September 2020, compared to 72.7p per share at 31 March 2020, after deducting the 2.0p per Ordinary Share dividend that was paid on 25 September 2020. The decrease in NAV is driven by the usual running expenses of the fund, with steady valuations in the portfolio for the period. As reported in the Company's Annual Report and Accounts released in July, the effects of COVID-19 on the existing investment portfolio remain reasonably limited given the nature of the underlying investments.

There were no new acquisitions in the UK portfolio during the period. As reported in the Annual Report, final terms were agreed for the sale of the small Italian rooftop asset, Telecomponenti, which completed post period end in December 2020, delivering a return of 1.2x to the Company.

The Board are also pleased to announce the sale of Littlewood completed post period end in December 2020. A sale of Greenersite, the smallest UK asset, is also being pursued.

Following the award of the Spanish claim (equivalent to £2m-£2.5m, or 5.6-7.0p per Ordinary Share), consistent with July's annual report, there continues to remain significant challenges with respect to collectability. The

Company continues to follow up this claim in the courts and as such, the Board has not assigned any current value to the claim in the net asset value reported.

The Board was also pleased that the Investment Manager was able to complete the refinancing of the investment portfolio in June 2020, reducing finance costs across the portfolio.

With a portfolio solely situated in the UK, the Board consider the Ordinary Shares fund to be optimally invested and well placed to maximise future returns for Shareholders.

Dividends

During the period, an interim dividend of 2.0p per Ordinary Share was paid on 25 September 2020. This brought the total dividends paid since launch to 46.0p per Ordinary Share, and a total return of 116.2p per Ordinary Share since launch (compared with 116.7p per Ordinary Share as at 31 March 2020 and 133.6p per Ordinary Share as at 30 September 2019).

As reported in July's annual report, following the completion of the Company's tender offer in March 2020 and a subsequent review of the dividend policy, the Board will endeavour to pay out dividends derived from the income generated by the underlying portfolio, rather than a fixed pence per share.

Chairman's Statement

Management fees

The annual management fee of the Ordinary Shares fund is calculated as 1.5% of Net Assets and equated to £189,000 during the period.

FWT SHARES

The Foresight Williams Technology VCT share class (the 'FWT Shares') was launched in December 2019, and represents an exciting investment opportunity made possible by the collaboration between Foresight Group and Williams Advanced Engineering ('WAE'), a technology and engineering services business, originally spun out of the Williams Formula 1 business.

The share class provides investors with the opportunity to invest in a portfolio of early-stage companies with high growth-potential, developing innovative and occasionally transformational technologies across a range of different sectors. It builds on the successful relationship that Foresight and WAE have enjoyed from their launch of the Foresight Williams Technology EIS Fund (the 'EIS fund') in November 2016, which has raised approximately £50 million to date and has made over twenty investments across a range of different sectors so far.

Fundraising and share issues

The Offer for subscription is up to £20 million (with an overallotment facility for up to an additional £10 million) through the issue of FWT Shares. During the period, 2.7 million FWT Shares were allotted, raising a further £2.7m, bringing the total funds raised to over £3.8m.

Post period end in November and December 2020, a further 1.7 million FWT Shares were allotted, increasing the total funds raised to £5.5m.

The Offer is now closed for investment, however the Board and I are pleased to announce that a second offer for subscription will be published shortly, allowing for investors to continue to participate in the future fundraising of the FWT share class.

Portfolio and deal activity

As at 30 September 2020, the FWT shares had yet to begin investing, however the Board and I are pleased to announce that post period end, in October and November 2020, the FWT Shares made investments totalling £1.1m in three exciting companies: Additive Manufacturing Technologies Limited, Audioscenic Limited and Refeyn Limited. Further details of these deals are included in the Investment Manager's review on pages 10 and 11.

Management fees

The annual management fee of the FWT Shares fund is calculated as 2.0% of Net Assets and equated to £25,000 during the period.

Auditor

The Board regularly reviews the Company's ongoing costs and launched a tender for its audit contract following the signing of the 2020 Annual Report and Accounts. A competitive tender process is in progress and due to conclude soon, and I look forward to announcing its outcome in the near future.

Outlook

As noted in the Annual Report, following the successful refinancing of the underlying portfolio, the Company will continue to seek to optimise the performance of the existing Ordinary Shares portfolio including fixing power price agreements (PPAs) when they are deemed attractive, and pay dividends through a combination of income earned and realised gains. The Board and the Investment Manager continue to monitor the ongoing impact of the COVID-19 pandemic which has, so far, been limited.

Over the medium to long term, once all Ordinary Shareholders have reached their minimum 5-year qualifying holding period, the Board and the Investment Manager will, if appropriate, begin a managed process of returning the value of the Ordinary Shares fund to its Shareholders.

The Company will also continue to raise new funds in the FWT Shares fund and seek appropriate qualifying investments for this share class.

Ernie Richardson

Chairman 22 December 2020

Investment Manager's Review

Portfolio summary and performance

During the period the Investment Manager remained focused on delivering a positive operational performance from the portfolio of assets. The disposal of three smaller assets was progressed, while the debt refinancing completed during the period improving the return potential of the Company.

The UK assets in the portfolio achieved a strong performance during the period 1 April 2020 to 30 September 2020 with total electricity production 4.3% above expectations. The assets generated a total of 53GWh, enough clean electricity to power over 18,000 UK homes. This positive performance reflects higher than average irradiation levels and good availability of the solar plants.

Further details on performance of the individual assets are included on pages 12 to 18. The operation of the assets has not been affected by national or regional COVID-19 lockdowns.

As anticipated, in June 2020 a new cross-portfolio debt facility was agreed with the existing lender, refinancing all project-level debt for the UK solar assets. The term of the new facility runs until 31 December 2023. By working with the existing lender which is familiar with the whole portfolio, the Investment Manager was able to secure preferable terms on the loans.

There were no acquisitions during the period.

Disposals

Following a decision to refocus the portfolio and to provide liquidity for the fund, the Investment Manager has been working to complete the sale of three small assets.

In May, final terms were agreed for the sale of a small Italian rooftop asset, Telecomponenti – the fund's sole remaining foreign asset. The completion of the sale process was

delayed by COVID-19 but completed post period end in December 2020.

Also post period end, in December 2020, the Littlewood asset was sold. A sale of Greenersite, the smallest UK asset, is also being pursued.

Market update COVID-19

As the Government imposed lockdown restrictions on the UK in order to limit the spread of COVID-19, the energy industry saw a sharp contraction in demand with industrial and commercial businesses shutting down overnight. This drop in demand resulted in wholesale energy prices reaching historic lows. Following an overall fall in electricity demand of 20%, demand slowly recovered as lockdown restrictions eased, the holiday period came to an end, and as businesses and schools began to reopen.

The Company's solar plants typically operate with minimal human involvement and have been able to carry on operating unaffected by either national or regional lockdowns. As electricity generators, the solar plants provide an essential service and are therefore classified as a 'Critical Sector', with all those responsible for maintaining them deemed 'Key Workers'. The solar projects continue to generate electricity and receive payments for the green energy that they produce, which is essential in keeping the country running.

Nonetheless, the Investment Manager conducted a full review of all key service providers and looked at the risks within the supply chain for spare parts. We are confident in the resilience of the business continuity plans in place for the solar sites' operations.

Green Investment

In the wake of the pandemic, Governments and supranational organisations such as the EU are constructing substantial economic recovery packages, and clean energy is likely to play a key role in such plans. Over the last five years renewable power has emerged as the most cost-effective energy source in many countries around the globe; two thirds of the world's population now live in areas where the cheapest form of energy is electricity generated from wind and solar. This is important because it implies there is no longer a trade-off between stimulating economic recovery and financing green growth.

The UK has also announced a £3 billion Green Recovery Package which should accelerate progress towards the 2050 net carbon neutral goal. The renewables sector is likely to be a beneficiary in terms of job creation and benign future energy policy.

Brexit

Current EU rules on trade and business continue to apply as we draw towards the end of the transition period in January 2021. For example, the EU Emissions Trading System (EU ETS), which sets a cap on the total amount of greenhouse gases that can be emitted by installations, will continue until April 2021. In a bid to boost the UK's environmental credentials post-Brexit, Chancellor Rishi Sunak has

Investment Manager's Review

outlined the country's updated green finance strategy ahead of the 26th UN Climate Change Conference of the Parties (COP 26) scheduled for November 2021 in Glasgow. Sunak announced the intention to set a green "taxonomy" which replicates the European Union's approach, with a common methodology for determining which activities can be defined as environmentally sustainable. The UK taxonomy will take the scientific metrics in the EU taxonomy as its basis and a UK Green Technical Advisory Group will be established.

Foresight's view has not changed from that set out previously; the energy market in the UK is closely aligned with European markets and this is not expected to change over the long term. The exit from the EU has yet to cause significant volatility in the energy markets in the short term. Longer term impacts such as weaker economic demand and the availability of unskilled labour are not deemed material to the future operations of the portfolio. Foresight remains of the view that Brexit is unlikely to have a significant impact on the financial and operational performance of the assets.

Revenues

During the period, approximately two thirds of revenue from the UK portfolio investments came from subsidies (predominantly under the ROC scheme) and other green benefits. These revenues are directly and explicitly linked to inflation for 20 years from the accreditation date under the ROC regime and subject to Retail Price Index ("RPI") inflationary increases applied by Ofgem in April of each year. The remaining revenues derive from electricity sales by our UK portfolio companies, which are subject to wholesale electricity price movements.

The average power price achieved during the period 1 April 2020 to 30 September 2020 was £38.66 per MWh, representing a decrease on the price achieved in the 12 months to 31 March 2020 (£44.45 per MWh). Although power prices declined early in the period as the COVID-19 lockdown dramatically suppressed demand, as restrictions were lifted, wholesale power prices recovered. However, there remains volatility and uncertainty about market factors affecting prices in the short to medium term. The Investment Manager continues to monitor these in order to seek the best opportunities to enter into short term price fixing arrangements when they arise.

During the period 1 April 2020 to 30 September 2020 there was a 3.76% decrease in long term power price forecasts from 31 March 2020. This was driven by a major reduction in short term forecast electricity demand as a result of COVID-19 induced economic restrictions. The Investment Manager uses these forward-looking power price assumptions to assess the likely future income of the portfolio investments for valuation purposes.

The Company's assumptions are formed from a blended average of the forecasts provided by third party consultants and are updated on a quarterly basis. The forecasts anticipate a small increase in prices over 2020-2030 and then remain broadly stable over the longer term.

This decrease from the March 2020 figure is largely driven by global factors including the pandemic, fluctuating exchange rates, weather events and the impact of gas prices on power prices. The various lockdown measures announced across Europe over Winter 2020 will continue to incite volatility in power prices, with near-term contracts falling following strong gas supply to Europe.

Power Purchase Agreements ("PPAs") are entered into between each portfolio company and regulated retail energy suppliers in the UK electricity supply market. Under the PPAs, each portfolio company will sell the entirety of the generated electricity and ROCs. Electricity can be sold at a fixed price for an agreed duration, or at a variable rate, as agreed from time to time.

The PPA strategy adopted by our portfolio companies seeks to optimise their revenues from the power generated, while keeping the flexibility to manage their solar assets appropriately. The Boards of our portfolio companies, with assistance from Foresight, constantly assess conditions in the electricity market and set their pricing strategy on the basis of likely future movements.

The Company's strategy is to maintain c.30% of the portfolio under fixed pricing agreements, with the remainder selling electricity at a variable market rate. The assets with fixed arrangements currently account for 34% of capacity. The average UK power price achieved across the portfolio for the period was £38.66MWh, compared to a wholesale market average of £30.68MWh demonstrating the effectiveness of the strategy in place.

Investment Manager's Review

Sustainable investing

Sustainability lies at the heart of the Manager's approach, and the Manager believes that investing responsibly, seeking to make a positive social and environmental impact, is critical to its long-term success. These factors have been integrated into the investment process, and are actively supported by all involved, regardless of seniority.

Foresight continues to refine its sustainability tracking to further improve its investment processes, enhance the sustainability performance of existing assets and demonstrate more comprehensively the environmental benefits and social contribution of the Company's activities, implementing Foresight Group's Sustainable Investing in Infrastructure Strategy. This strategy focuses on ensuring all assets are evaluated prior to acquisition and throughout their ownership, in accordance with Foresight Group's Sustainability Evaluation Criteria.

There are five central themes to the Criteria, which cover the key areas of sustainability.

The five criteria are:

    1. Sustainable Development Contribution: The development of affordable and clean energy as well as improved resource and energy efficiency.
    1. Environmental Footprint: Assessing potential environmental impact such as emissions to air, land and water, effects on biodiversity and noise and light pollution
    1. Social Engagement: Engagement and consultation with local stakeholders. Ensuring a positive local economic and social impact, community engagement and the health and wellbeing of stakeholders.
    1. Governance: Compliance with relevant laws and regulations and ensuring best practice is followed.
    1. Third Party Interactions: Third party due diligence is conducted on key counterparties to ensure adherence to the aforementioned criteria where relevant.

Land management

Compliance audits have been carried out on all UK sites held by portfolio companies, confirming that they are in line with government permits and conditions. Foresight Group remains a working partner of the Solar Trade Association's Large Scale Asset Management Working Group. Foresight is a signatory to the Solar Farm Land Management Charter and seeks to ensure that the solar farms operated by all of our portfolio companies are managed in a manner that maximises the agricultural, landscaping, biodiversity and wildlife potential, which can also contribute to lowering maintenance costs and enhancing security. As such, Foresight Group regularly inspects sites and advises portfolio companies to develop site specific land management and biodiversity enhancement plans to secure long term gains for wildlife and ensure that the land and environment are maintained to a high standard.

This includes:

  • Management of grassland areas within the security fencing to promote wildflower meadows and sustainable sheep grazing;
  • Planting and management of hedgerows and associated hedge banks;
  • Management of field boundaries between security fencing and hedgerows;
  • Sustainable land drainage and pond restoration;
  • Installation of insect hotels and reptile hibernacula;
  • Installation of boxes for bats, owls and kestrels;
  • Installation of beehives by local beekeepers.

Most solar parks are designed to enable sheep grazing and the remaining plants are investigated for alterations to ensure that the farmland on which the solar assets are located can remain useful in agricultural production, which is a frequent desire of local communities.

Examples of sustainable land management activities across the portfolio include:

  • Free-range chickens grazing at the New Kaine site
  • The grounds of Turweston and Littlewood solar farms continue to be managed as wildflower meadow
  • Beehives are on site at Turweston
  • Bird and bat boxes have been installed at Basin Bridge
  • At Turweston additional gates with sufficient gaps at the lower edge were installed to allow for safe wildlife passage across the site
  • Trees and hedgerows have been planted, and hedge infill work undertaken, at Dove View, Hurcott and Littlewood.

O&M Provider Sustainability Agreement

As detailed in previous reports the Investment Manager has been working closely with its major suppliers and counterparties to encourage the adoption of ESG and sustainability policies where such policies either did not exist or were not as robust as that of the Investment Manager's own.

Foresight has established an O&M Provider Sustainability Agreement, which has been signed by the main providers of Operations and Maintenance services to the assets. We are pleased that these key O&M providers have agreed to align their approach with that of our own in placing sustainability at the heart of their operations.

Investment Manager's Review

This ground-breaking agreement stipulates where Foresight believes positive environmental and social outcomes can be achieved within supplier activity. Foresight also believes that adherence can offer long-term cost benefit and business opportunities through more efficient use of resources and intelligent forward planning.

In the long-term, Foresight will expect its O&M providers to track their own performance in these areas and report this through annual questionnaires. Foresight also expects its O&M providers to communicate these requirements and standards within their supply chain. In order to review the

performance of our O&M providers, the Investment Manager will meet with them once a year and discuss how these principles worked in practice, as well as working together to update the principles, if necessary. Foresight plans to integrate these principles into future O&M contracts.

The principles that underpin the obligations of the agreements incorporate elements of both the United Nations Sustainable Development Goals and the Principles for Responsible Investment ("PRI") international frameworks.

Social and Community Engagement

Foresight Group actively seeks to engage with the local communities around the solar assets operated by our portfolio companies and regularly attends parish meetings to encourage community engagement and promote the benefits of their solar assets.

Due to COVID-19, there were no site visits during the period and the Investment Manager was unable to attend parish meetings. However, the Investment Manager has continued to make annual community payments for Marchington, which have been extended to reflect the site's 40-year consent.

Health and safety

There were no reportable health and safety incidents during the period.

In May 2020 there was a fire close to the Stables farm asset. Although outside of the boundaries of the site, the event was recorded and investigated as a Near Miss in order to identify and eliminate any fire hazards from the premises.

Safety, Health, Environment and Quality ("SHEQ") performance and risk management are a top priority at all levels for Foresight Group. To further improve the management of SHEQ risks, reinforce best practice and ensure non-compliance with regulations is avoided, Foresight Group continues to work with independent health and safety consultants who regularly visit the assets operated by our portfolio companies to ensure they not only meet, but exceed, industry and legal standards. The

consultants have confirmed that all sites are in compliance with applicable regulations.

Recommendations have been investigated with follow-up actions agreed to help raise standards further. During the period, improvements to method statements have been made relating to the safe isolation of central inverters. The health and safety advisor provided additional recommendations to plan movement around the sites. The advisor noted that wet weather conditions make traversing the sites difficult in some places, especially when completing manual handling of heavy parts. Recommendations included a warning regarding driving off-road, which will be implemented for applicable sites by the Operation and Maintenance companies.

Outlook

Despite a fall in the external power prices negatively impacting the portfolio valuation, it has otherwise been another positive period for the Company with good performance from the assets. The Company will continue to focus on delivering strong operational performance across the portfolio. During the period, the Investment Manager successfully concluded the negotiation of new debt terms with the existing lender to refinance the majority of the UK solar assets, with pricing materially less than the previous arrangements.

Long-term renewable energy projects typically have inflation-linked income streams, often with a high degree of Government backing through subsidies, which will be

unaffected by a slowdown in economic growth. We believe this offers a degree of protection for investors from the inevitable economic impact of the coronavirus pandemic.

More broadly, investor demand for renewable energy assets continues to rise with solar generation becoming an established mature investment sector. Coupled with reduced interest rates, valuations have proven to be resilient, notwithstanding the falls in power prices and power price projections. With prices and forecasts both more stable, we are cautiously optimistic that asset values will trade up over the next couple of years before the next exit can be considered.

FORESIGHT WILLIAMS TECHNOLOGY SHARES

Investment Manager's Review

Summary

Between the launch of the Foresight Williams Technology Shares ("the FWT fund") on 20 December 2019 and the end of the reporting period, £3.8m was raised. The Offer provides investors with the opportunity to invest in a portfolio of early-stage companies with high growth-potential, developing innovative and occasionally transformational technologies across a range of different sectors.

As at 30 September 2020, the FWT fund had yet to begin investing, however, subsequently the fund has acquired investments totalling £1.1m in three exciting companies. Audioscenic and Refeyn are detailed below as well as AMT in a case study on page 11.

Post period acquisitions

The FWT fund's investment into Audioscenic, a developer of immersive 3D audio software, was completed in October. The company is a spin-out from the Institute of Sound and Vibrational Research ("ISVR") at the University of Southampton. By integrating computer vision into a soundbar, its speaker technology can monitor the location of a listener's head, beaming separate sound waves to their left and right ears. An immersive 3D audio experience can be created from a single, compact soundbar. An experience that is normally available to consumers only through headphones. The investment will support the commercialisation of the company's products and team expansion.

In November, the FWT fund invested into Refeyn, a life sciences instrumentation company that span-out from the University of Oxford. The company is commercialising a disruptive technology ("Mass Photometry") that uses light to measure the mass of molecules (such as proteins). Identifying and characterising protein molecules through mass measurement is an integral part of life sciences research, particularly in the development of new medicines. Refeyn's instruments are easier to use, significantly faster and lower cost than existing techniques.

Please refer to page 11 for the case study on AMT.

Fundraising

The offer, made possible through an innovative collaboration between Foresight Group and Williams Advanced Engineering Ltd, the engineering consulting company that spun-out of Williams F1, continues to build positive momentum in the market. Since the end of the reporting period a further £1.7m has been raised, bringing the total raised to £5.5m.

Pipeline

The onset of the coronavirus pandemic and the strict lockdown measures introduced in March triggered a slowdown in investment activity in the market targeted by the FWT fund. Encouragingly, the Investment Manager started to see a recovery in the demand for growth capital towards the end of the summer, supporting the development of a healthy pipeline of opportunities as the fund began to invest. The Investment Manager expects this to increase as the economy recovers from the pandemic.

At the time of writing, three further deals had passed the Investment Manager's Initial Investment Committee stage and were progressing to detailed due diligence.

Foresight Group LLP Investment Manager 22 December 2020

FORESIGHT WILLIAMS TECHNOLOGY SHARES

Investment Manager's Review

Case study of post period acquisition

Name Additive Manufacturing Technologies Limited ("AMT")
Location Sheffield
Website www.amtechnologies.co.uk
Industry 3D printing
Investment Date October 2020
Investment Amount £360,000
Ownership % 2.1%

Founded in 2017, AMT is headquartered in Sheffield with a design and manufacturing facility in Hungary, and offices in Texas.

Technology

3D printing (also known as additive manufacturing) is transitioning to a large-scale production technique. However, much of the production process for 3D printed parts, particularly the post-processing (cleaning, smoothing and sealing the surface of 3D printed parts), is still manual, costly and slow.

AMT was set up with the aim of developing fully automated, safe and sustainable post-processing systems to enable the industrial production of 3D printed parts at scale. AMT's technology automates the smoothing of 3D printed polymer parts, previously done by hand, by applying a solvent vapour to the surface to give a consistent, glossy finish.

Investment

The investment is part of a £2.5m round from existing shareholders and the UK Government through its Future Fund scheme. It will provide working capital to support continued R&D and develop the company's growing sales pipeline. In the same month as the FWT fund completed its investment, the potential of the company's products was recognised by HP, the leader in industrial 3D printing solutions. HP and AMT announced the formation of an alliance to help drive expansion of industrial 3D printed parts across industries such as automotive, industrial, medical and sporting goods at scale. AMT gains access to HP's worldwide sales team and customer network and the partnership provides a strong indication of demand for AMT's solutions in the market.

Environmental, Social & Governance considerations

AMT's technology is built around four pillars of sustainability: zero waste; better chemistries; less labour and less consumables. The company also ensures Health & Safety forms an integral part of the planning and execution of all staff activities. Moreover, by replacing a manual finishing process such as depowdering or surface smoothing of 3D printed parts, which often produces a large amount of dust, AMT's fully enclosed systems improve the quality and safety of the working environment.

Joseph Crabtree, CEO "AMT has made strong commercial gains in the last 12 months with revenue set for 100% year-on-year growth and a key partnership agreement signed with HP. The benefits of 3D printing have been accentuated by the COVID-19 pandemic and AMT is well positioned to capitalise on the accelerated adoption of 3D printing at scale as a result. We are excited about our growth prospects over the coming years and pleased to have Foresight Williams as a key investment partner."

Investment Manager's Review

Portfolio Overview

Turweston Solar Farm, Northamptonshire

Investment date December 2014

30 September 2020

The portfolio company trading on the site performed above the expected level of production due to the good availability of the plant and high irradiance levels.

Voting rights in the relevant
portfolio companies
Valuation
49%
£6,811,907
Year ended
31 March 2020
Income £3,277,601
EBITDA £680,459
Net liabilities (£326,474)

Laurel Hill Solar Farm, County Down

Investment date September 2017

The portfolio company trading on the site performed below the expected level of production due to a transformer which was persistently tripping. It was replaced in August, resolving the problem, and production was above the expected levels throughout September.

30 September 2020
Voting rights in the relevant
portfolio companies 49%
Valuation £3,697,413
Year ended
31 March 2020
Income £2,101,395
EBITDA £305,157
Net liabilities (£152,016)

31

Investment Manager's Review

Hurcott Solar Farm, Somerset

Investment date November 2018

The portfolio company trading on the site performed above the expected level of production due to the good availability of the plant and high irradiance levels.

30 September 2020
Voting rights in the relevant
portfolio company 49%
Valuation £3,099,134
Year ended
31 March 2020
Income £1,903,054
EBITDA £1,488,132
Net assets £1,125,115

Saron Solar Farm, Carmarthenshire

Investment date March 2015

The portfolio company trading on the site performed below the expected level of production due to several strings that were isolated following insulation faults. The Operator has corrected this issue and any losses will be recovered under the performance warranty for the site.

30 September 2020
Voting rights in the relevant
portfolio company 49%
Valuation £2,572,545
Year ended
31 March 2020
Income £771,890
EBITDA £538,659
Net liabilities (£1,050,249)

31

Investment Manager's Review

Basin Bridge Solar Farm, Leicestershire

Investment date August 2018

The portfolio company trading on the site performed above the expected level of production due to the good availability of the plant and high irradiance levels.

30 September 2020
Voting rights in the relevant
portfolio company 49%
Valuation £1,768,308
Year ended
31 March 2020
Income £808,596
EBITDA £442,778
Net liabilities (£493,630)

Marchington Solar Farm, Staffordshire

Investment date July 2016

The portfolio company trading on the site performed below the expected level of production due to cable thefts at the site. Repair works have been completed and the site is back to full capacity.

30 September 2020
Voting rights in the relevant
portfolio company 49%
Valuation £1,407,297
Year ended
31 March 2020
Income £736,511
EBITDA £568,159
Net assets £6,501

31

Investment Manager's Review

Dove View Solar Farm, Staffordshire

Investment date August 2018

The portfolio company trading on the site performed above the expected level of production due to the good availability of the plant and high irradiance levels.

30 September 2020
Voting rights in the relevant
portfolio company 49%
Valuation £1,318,696
Year ended
31 March 2020
Income £568,945
EBITDA £332,302
Net assets £4,667

Beech Farm Solar, Wiltshire

Investment date August 2018

The portfolio company trading on the site performed above the expected level of production due to the good availability of the plant and high irradiance levels.

30 September 2020
Voting rights in the relevant
portfolio company 49%
Valuation £1,085,349
Year ended
31 March 2020
Income £807,750
EBITDA £57,018
Net assets £302,380

31

Investment Manager's Review

Littlewood Solar Farm, Nottinghamshire

Investment date August 2017

The portfolio company trading on the site performed above the expected level of production due to the good availability of the plant and high irradiance levels.

Stables Solar Farm, Leicestershire

Investment date August 2018

The portfolio company trading on the site performed above the expected level of production due to the good availability of the plant and high irradiance levels.

30 September 2020
Voting rights in the relevant
portfolio company 49%
Valuation £549,548
Year ended
31 March 2020
Income £261,152
EBITDA £175,251
Net liabilities (£527,642)

31

Investment Manager's Review

Telecomponenti Rooftop Solar, Campania, Italy

Investment date November 2017

The portfolio company trading on the site performed below expectations. This was primarily due to lower than expected levels of irradiation.

30 September 2020
Voting rights in the relevant
portfolio company 49%
Valuation £386,869

New Kaine Solar Farm, Kent

Investment date March 2015

The portfolio company trading on the site performed above the expected level of production due to the good availability of the plant and high irradiance levels.

30 September 2020
Voting rights in the relevant
portfolio company 49%
Valuation £377,292
Year ended
31 March 2020
Income £284,125
EBITDA £175,054
Net liabilities (£155,858)

31

Investment Manager's Review

Greenersite Solar Farm, Herefordshire

Investment date March 2013

The portfolio company trading on the site performed above the expected level of production due to the good availability of the plant and high irradiance levels.

30 September 2020
Voting rights in the relevant
portfolio company 100%
Valuation £340,691
Year ended
31 March 2020
Income £19,694
EBITDA (£24,151)
Net assets £250,513

Proof 4

Investment Manager's Review

Portfolio Overview

Portfolio details as at 30 September 2020 were as follows:

30 September 2020 31 March 2020
Name of asset Date of investment Valuation
(£)
Valuation
Methodology
Valuation
(£)
Turweston Solar Farm December 2014 6,811,907 Discounted cashflow 4,929,689
Laurel Hill Solar Farm September 2017 3,697,413 Discounted cashflow 3,423,121
Hurcott Solar Farm November 2018 3,099,134 Discounted cashflow 3,548,024
Saron Solar Farm March 2015 2,572,545 Discounted cashflow 2,719,980
Basin Bridge Solar Farm August 2018 1,768,308 Discounted cashflow 1,912,027
Marchington Solar Farm July 2016 1,407,297 Discounted cashflow 1,812,348
Dove View Solar Farm August 2018 1,318,696 Discounted cashflow 1,615,127
Beech Farm Solar August 2018 1,085,349 Discounted cashflow 1,187,749
Littlewood Solar Farm August 2017 619,547 Discounted cashflow
Stables Solar Farm August 2018 549,548 Discounted cashflow 637,035
Telecomponenti
Rooftop Solar
November 2017 386,869 Expected sales
proceeds
491,954
New Kaine Solar Farm March 2015 377,292 Discounted cashflow 468,961
Greenersite Solar Farm March 2013 340,691 Discounted cashflow 358,064
Subtotal 24,034,596 23,104,079
Other net assets held by
the portfolio companies
464,915 2,146,111
Amounts receivable by Youtan
Limited from the Company
16,919,693
Total 24,499,511 42,169,883

Portfolio companies will either trade on a solar site themselves or a wholly owned subsidiary will do so. The valuations above reflect the total value attributable to the Company's holding in these portfolio companies as at the relevant date, which is stated net of any existing borrowings made by that portfolio company or their subsidiary.

The driver behind the decrease in the Amounts receivable by Youtan Limited from the Company from the value on 31 March 2020 was the release of the Company from this liability in the period. As explained further in Note 6, this had nil impact to the overall Net Asset Value of the Company.

Governance UNAUDITED HALF-YEARLY RESULTS AND RESPONSIBILITIES STATEMENTS

Principal Risks and Uncertainties

The principal risks faced by the Company are as follows:

  • Performance;
  • Regulatory;
  • Operational; and
  • Financial.

The Board reported on the principal risks and uncertainties faced by the Company in the Annual Report and Accounts for the year ended 31 March 2020. A detailed explanation can be found on page 31 of the Annual Report and Accounts which is available on Foresight Group's website www.foresightgroup.eu or by writing to Foresight Group at The Shard, 32 London Bridge Street, London, SE1 9SG.

In the view of the Board, there have been no changes to the fundamental nature of these risks since the previous report and these principal risks and uncertainties are equally applicable to the remaining six months of the financial year as they were to the six months under review.

Directors' responsibility statement

The Disclosure and Transparency Rules ('DTR') of the UK Listing Authority require the Directors to confirm their responsibilities in relation to the preparation and publication of the Half-Yearly Financial Report and financial statements.

The Directors confirm to the best of their knowledge that:

  • the summarised set of financial statements has been prepared in accordance with FRS 104; (a)
  • the interim management report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year); the summarised set of financial (b)
  • statements gives a true and fair view of the assets, liabilities, financial position and profit or loss of the Company as required by DTR 4.2.4R; and (c)

the interim management report

includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties' transactions and changes therein). (d)

Going Concern

The Company's business activities, together with the factors likely to affect its future development, performance and position, are set out in the Strategic Report of the Annual Report. The financial position of the Company, its cash flows, liquidity

position and borrowing facilities are described in the Chairman's Statement, Strategic Report and Notes to the Accounts of the 31 March 2020 Annual Report. In addition, the Annual Report includes the Company's objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments; and its exposures to credit risk and liquidity risk.

The Company has considerable financial resources together with investments and income generated therefrom, which benefit from Renewable Obligation Certificates guaranteed by the UK Government. As a consequence, the Directors believe that the Company is well placed to manage its business risks successfully.

The Directors have reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

The Half-Yearly Financial Report has not been audited nor reviewed by the auditors.

On behalf of the Board

Ernie Richardson Chairman 22 December 2020

UNAUDITED NON-STATUTORY ANALYSIS OF THE SHARE CLASSES

Income Statement

for the six months ended 30 September 2020

Ordinary Shares Fund FWT Shares Fund
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Investment holding losses (17,183) (17,183)
Income 16,275 16,275
Foreign exchange gains 2 2
Investment management fees (47) (142) (189) (6) (19) (25)
Interest payable 1,109 1,109
Other expenses (176) (176) (76) (76)
Profit/(loss) before taxation 17,161 (17,323) (162) (82) (19) (101)
Taxation
Profit/(loss) after taxation 17,161 (17,323) (162) (82) (19) (101)
Profit/(loss) per share 48.4p (48.9)p (0.5)p (3.2)p (0.7)p (3.9)p

Balance Sheet

at 30 September 2020

Ordinary Shares Fund FWT Shares Fund
£'000 £'000
Fixed assets
Investments held at fair value through profit and loss 24,499
Current assets
Debtors 449 50
Cash and cash equivalents 131 3,819
580 3,869
Creditors
Amounts falling due within one year (170) (161)
Net current assets 410 3,708
Net assets 24,909 3,708
Capital and reserves
Called-up share capital 354 38
Share premium 1,377
Capital redemption reserve 200
Distributable reserve 36,265 2,313
Capital reserve (12,366) (20)
Revaluation reserve 456
Equity shareholders' funds 24,909 3,708
Number of shares in issue 35,460,961 3,818,311
Net asset value per share 70.2p 97.1p

At 30 September 2020 there was an inter-share debtor/creditor of £121,000 which has been eliminated on aggregation.

UNAUDITED NON-STATUTORY ANALYSIS OF THE SHARE CLASSES (Continued)

Reconciliations of Movements in Shareholders' Funds

for the six months ended 30 September 2020

Ordinary Shares Fund Called-up
share
capital
£'000
Share
premium
account
£'000
Capital
redemption
reserve
£'000
Distributable
reserve
£'000
Capital
reserve
£'000
Revaluation
reserve
£'000
Total
£'000
As at 1 April 2020 354 6,967 200 12,853 (12,226) 17,639 25,787
Expenses in relation to prior year
share issues
(7) (7)
Cancellation of share premium (6,960) 6,960
Investment holding losses (17,183) (17,183)
Foreign exchange gains 2 2
Dividends paid (709) (709)
Management fees charged to
capital
(142) (142)
Revenue profit for the period 17,161 17,161
As at 30 September 2020 354 200 36,265 (12,366) 456 24,909
FWT Shares Fund Called-up
share
Share
premium
Capital
redemption
Distributable Capital Revaluation
capital account reserve reserve reserve reserve Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000
As at 1 April 2020 11 1,134 (8) (1) 1,136
Share issues in the period 27 2,721 2,748
Expenses in relation to share (75) (75)
issues
Cancellation of share premium (2,403) 2,403
Management fees charged to (19) (19)
capital
Revenue loss for the period (82) (82)
As at 30 September 2020 38 1,377 2,313 (20) 3,708

Financial Statements

Unaudited Income Statement

for the six months ended 30 September 2020

Six months ended
30 September 2020
(unaudited)
Six months ended
30 September 2019
(unaudited)
Year ended
31 March 2020
(audited)
Revenue Capital Total Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Investment holding
(losses)/gains
(17,183) (17,183) 36 36 (7,881) (7,881)
Realised losses on
investments
(941) (941)
Income 16,275 16,275 341 341 3,385 3,385
Foreign exchange gains 2 2
Investment management fees (53) (161) (214) (76) (228) (304) (147) (440) (587)
Interest payable 1,109 1,109 (200) (200) (397) (397)
Other expenses (252) (252) (221) (221) (449) (449)
Profit/(loss) before taxation 17,079 (17,342) (263) (156) (192) (348) 2,392 (9,262) (6,870)
Taxation
Profit/(loss) after taxation 17,079 (17,342) (263) (156) (192) (348) 2,392 (9,262) (6,870)
Profit/(loss) per share:
Ordinary Share 48.4p (48.9)p (0.5)p (0.4)p (0.4)p (0.8)p 5.6p (21.6)p (16.0)p
FWT Share (3.2)p (0.7)p (3.9)p n/a n/a n/a (0.7)p (0.1)p (0.8)p

The total column of this statement is the profit and loss account of the Company and the revenue and capital columns represent supplementary information.

All revenue and capital items in the above Income Statement are derived from continuing operations. No operations were acquired or discontinued in the period.

The Company has no recognised gains or losses other than those shown above, therefore no separate statement of total recognised gains and losses has been presented.

Unaudited Balance Sheet

at 30 September 2020

Registered Number: 07289280
As at
30 September 2020
(unaudited)
As at
30 September 2019
(unaudited)
As at
31 March 2020
(audited)
£'000 £'000 £'000
Fixed assets
Investments held at fair value through profit and loss 24,499 54,023 42,170
Current assets
Debtors 378 221 293
Cash 3,950 3,358 1,802
4,328 3,579 2,095
Creditors
Amounts falling due within one year (210) (17,837) (17,342)
Net current assets/(liabilities) 4,118 (14,258) (15,247)
Net assets 28,617 39,765 26,923
Capital and reserves
Called-up share capital 392 430 365
Share premium 1,377 7,026 8,101
Capital redemption reserve 200 124 200
Distributable reserve 38,578 17,703 12,845
Capital reserve (12,386) (11,074) (12,227)
Revaluation reserve 456 25,556 17,639
Equity shareholders' funds 28,617 39,765 26,923
Net asset value per share
Ordinary Share
70.2p 92.6p 72.7p
FWT Share 97.1p n/a 99.1p

Unaudited Reconciliation of Movements in Shareholders' Funds

for the six months ended 30 September 2020

Called-up Share Capital
share premium redemption Distributable Capital Revaluation
capital account reserve reserve* reserve* reserve Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000
As at 1 April 2020 365 8,101 200 12,845 (12,227) 17,639 26,923
Share issues in the period 27 2,721 2,748
Expenses in relation to share (75) (75)
issues
Expenses in relation to prior year (7) (7)
share issues
Cancellation of share premium (9,363) 9,363
Investment holding losses (17,183) (17,183)
Foreign exchange gains 2 2
Dividends paid (709) (709)
Management fees charged to (161) (161)
capital
Revenue profit for the period 17,079 17,079
As at 30 September 2020 392 1,377 200 38,578 (12,386) 456 28,617

*Total distributable reserves at 30 September 2020 were £26,192,000 (31 March 2020: £618,000).

Unaudited Cash Flow Statement

for the six months ended 30 September 2020

Six months Six months Year
ended ended ended
30 September 30 September 31 March
2020 2019 2020
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Cash flow from operating activities
Deposit and similar interest received 4 11
Investment management fees paid (216) (311) (600)
Secretarial fees paid (87) (64) (128)
Other cash payments (267) (356) (387)
Net cash outflow from operating activities (570) (727) (1,104)
Cash flow from investing activities
Net proceeds on sale of investments 488 2,780 5,280
Investment income received 274 544 3,129
Net cash inflow from investing activities 762 3,324 8,409
Cash flow from financing activities
Proceeds of fund raising 2,714 1,162
Expenses of fund raising (49) (6) (26)
Repurchase of own shares (273) (6,390)
Equity dividends paid (709) (1,294) (2,583)
Net cash inflow/(outflow) from financing activities 1,956 (1,573) (7,837)
Net inflow/(outflow) of cash in the period 2,148 1,024 (532)
Reconciliation of net cash flow to movement in net funds
Increase/(decrease) in cash for the period 2,148 1,024 (532)
Net cash at start of period 1,802 2,334 2,334
Net cash at end of period 3,950 3,358 1,802
At 1 At 30
April September
2020 Cash Flow 2020
£'000 £'000 £'000
Cash and cash equivalents 1,802 2,148 3,950

Notes to the Unaudited Half-Yearly Results

for the six months ended 30 September 2020

  • 1 The Unaudited Half-Yearly Financial Report has been prepared on the basis of the accounting policies set out in the statutory accounts of the Company for the year ended 31 March 2020. Unquoted investments have been valued in accordance with International Private Equity and Venture Capital Valuation Guidelines.
  • 2 These are not statutory accounts in accordance with S436 of the Companies Act 2006 and the financial information for the six months ended 30 September 2020 and 30 September 2019 has been neither audited nor formally reviewed. Statutory accounts in respect of the year ended 31 March 2020 have been audited and reported on by the Company's auditors and delivered to the Registrar of Companies and included the report of the auditors which was unqualified and did not contain a statement under S498(2) or S498(3) of the Companies Act 2006. No statutory accounts in respect of any period after 31 March 2020 have been reported on by the Company's auditors or delivered to the Registrar of Companies.
  • 3 Copies of the Unaudited Half-Yearly Financial Report for the six months ended 30 September 2020 have been sent to shareholders via their chosen method of communication and are available for inspection at the Registered Office of the Company at The Shard, 32 London Bridge Street, London, SE1 9SG. Copies are also available electronically at www.foresightgroup.eu.

4 Net asset value per share

The net asset value per share is based on net assets at the end of the period and on the number of shares in issue at that date.

Ordinary Shares FWT Shares
Net assets
£'000
Number of Shares
in issue
Net assets
£'000
Number of Shares
in issue
30 September 2020 24,909 35,460,961 3,708 3,818,311
30 September 2019 39,765 42,953,814 n/a n/a
31 March 2020 25,787 35,460,961 1,136 1,145,927

5 Return per share

The weighted average number of shares used to calculate the respective returns are shown in the table below:

Ordinary Shares
Number of Shares
FWT Shares
Number of Shares
30 September 2020 35,460,961 2,536,809
30 September 2019 43,116,781 n/a
31 March 2020 42,897,610 1,145,927

Income 6

Six months ended
30 September 2020
(unaudited)
£'000
Six months ended
30 September 2019
(unaudited)
£'000
Year ended
31 March 2020
(audited)
£'000
Loan stock interest 230 337 609
Dividends received 234 2,765
Bank interest 4 11
Other income* 15,811
16,275 341 3,385

*Other income in the year relates to the release of the Company's liability from its wholly owned subsidiary, Youtan Limited. The release had an equal and opposite effect on the carrying value of Investments, resulting in a nil impact for the NAV of the Company.

Investments held at fair value through profit or loss 7

Ordinary Shares
£'000
FWT Shares
£'000
Company
£'000
Book cost at 1 April 2020 24,531 24,531
Investment holding gains 17,639 17,639
Valuation at 1 April 2020 42,170 42,170
Movements in the period:
Purchases at cost
Disposal proceeds* (488) (488)
Realised losses
Investment holding losses (17,183) (17,183)
Valuation at 30 September 2020 24,499 24,499
Book cost at 30 September 2020 24,043 24,043
Investment holding gains 456 456
Valuation at 30 September 2020 24,499 24,499

*Disposal proceeds relate to the repayment of shareholder loans from the Company's portfolio companies.

Transactions with the Manager 8

Details of arrangements with Foresight Group LLP and Foresight Group CI Limited are given in the Annual Report and Accounts for year ended 31 March 2020, in the Directors' Report and Notes 3 and 13. All arrangements and transactions were on an arms length basis.

Foresight Group CI Limited, which acted as investment manager to the Company until 27 January 2020 when Foresight Group LLP was appointed as Investment Manager, earned fees of £nil in the six months ended 30 September 2020 (six months ended 30 September 2019: £304,000; year ended 31 March 2020: £491,000). Foresight Group LLP, which was appointed as Investment Manager on 27 January 2020 earned fees of £214,000 in the six months ended 30 September 2020 (six months ended 30 September 2019: £nil; year ended 31 March 2020: £96,000).

Foresight Group LLP, to whom the Manager delegated the function of Company Secretary, earned fees amounting to £84,000 in the six months ended 30 September 2020 (six months ended 30 September 2019: £64,000; year ended 31 March 2020: £131,000).

At the balance sheet date there was £nil (30 September 2019: £8,000; 31 March 2020: £112,000) due from Foresight Group CI Limited and £73,000 (30 September 2019: £nil; 31 March 2020: £86,000) due from Foresight Group LLP. No amounts have been written off in the year in respect of debts due to or from related parties.

Related party transactions 9

There were no related party transactions in the period.

Post balance sheet events 10

In October and November 2020, the FWT Shares purchased investments in Additive Manufacturing Technologies Limited, Audioscenic Limited and Refeyn Limited totalling £1.1m.

In November and December 2020, under the offer for subscription to raise up to £20 million FWT shares (with an overallotment facility to raise up to a further £10 million), the Company issued a total of 1,667,810 shares based on a price of 100.0p.

In December 2020, the Ordinary Shares' portfolio companies completed the sales of the Littlewood and Telecomponenti assets.

Glossary of Terms

Average Discount on Buybacks

The average of the discount applied to the price of a share buyback against the Net Asset Value per share.

DCF

Discounted Cash Flows

Dividend Yield

The sum of dividends paid during the year expressed as a percentage of the share price at the year-end date.

EBITDA

Earnings before Interest, Taxation, Depreciation and Amortisation

FiT

Feed-in Tariff

FWT Foresight Williams Technology

Manager/Investment Manager

Foresight Group LLP is the Investment Manager of the Company.

References to the "Investment Manager" or the "Manager" throughout this report refer to the activities of Foresight Group LLP and, in relation to activities prior to 27 January 2020 when the investment management and administration arrangements were novated from Foresight Group CI Limited to the Manager, include the activities of Foresight Group CI Limited when acting as the Company's previous manager.

Net Asset Value (NAV)

The Net Asset Value (NAV) is the amount by which total assets exceed total liabilities, i.e. the difference between what the company owns and what it owes. It is equal to shareholders' equity, sometimes referred to as shareholders' funds.

Net Asset Value per share or NAV per share

Net Asset Value expressed as an amount per share.

NAV Total Return

The sum of the published NAV per share plus all dividends paid per share (for the relevant share class) over the lifetime of the Company.

Ongoing Charges Ratio

The sum of expenditure incurred in the ordinary course of business expressed as a percentage of the Net Asset Value at the reporting date.

Glossary of Terms (continued)

Qualifying Company or Qualifying Holding

A Qualifying Holding consists of shares or securities first issued to the VCT (and held by it ever since) by a company satisfying certain conditions. The conditions are detailed but include that the company must be a Qualifying Company under the VCT Rules which requires, amongst other things, that it has gross assets not exceeding £15 million immediately before and £16 million immediately after the investment, employ the money raised for the purposes of a qualifying trade within a certain time period and not be controlled by another company. Additionally, in any twelve month period the company can receive no more than £5 million from VCT funds and Enterprise Investment Schemes, and any other European State-aided risk capital source. The company must have fewer than 250 full time (or equivalent) employees at the time of making the investment. VCT funds raised after 5 April 2012 cannot be used by a Qualifying Company to fund the purchase of shares in another company. Funds raised after 5th April 2017 cannot be invested in companies which generate or export electricity, heat or energy and, after the date of Royal Assent to Finance Act 2017-18, may only be invested in companies which satisfy a new risk-to-capital condition which requires that at the time of investment it is reasonable to conclude there is a significant risk that there will be a loss of capital of an amount greater than the net investment return.

ROC

Renewable Obligation Certificate

Share Price Total Return

The sum of the current share price plus all dividends paid per share. This allows performance comparisons to be made between VCTs.

Share Price (Discount)/Premium to NAV

A (discount)/premium to NAV is the percentage by which the mid-market share price of the Company is (lower than)/higher than the net asset value per share.

VCT

A Venture Capital Trust as defined in the Income Tax Act 2007.

VCT Rules

The provisions of Part 6 of the Income Tax Act 2007, statutory instruments made thereunder and prevailing guidelines, custom and practise of HMRC all of which are subject to change from time to time.

Beware of share fraud

Fraudsters use persuasive and high-pressure tactics to lure investors into scams.

They may offer to sell shares that turn out to be worthless or non-existent, or to buy shares at an inflated price in return for an upfront payment.

While high profits are promised, if you buy or sell shares in this way you will probably lose your money.

How to avoid share fraud

  • Keep in mind that firms authorised by the FCA are unlikely to contact you out of the blue with an offer to buy or sell shares. 1
  • Do not get into a conversation, note the name of the person and firm contacting you and then end the call. 2
  • Check the Financial Services Register from www.fca.org.uk to see if the person and firm contacting you is authorised by the FCA. 3
  • Beware of fraudsters claiming to be from an authorised firm, copying its website or giving you false contact details. 4
  • Use the firm's contact details listed on the Register if you want to call it back. 5
  • Call the FCA on 0800 111 6768 if the firm does not have contact details on the Register or you are told they are out of date. 6
  • Search the list of unauthorised firms to avoid at www.fca.org.uk/scams. 7
  • Consider that if you buy or sell shares from an unauthorised firm you will not have access to the Financial Ombudsman Service or Financial Services Compensation Scheme. 8
  • Think about getting independent financial and professional advice before you hand over any money. 9
  • Remember: if it sounds too good to be true, it probably is! 10

5,000 people contact the Financial Conduct Authority about share fraud each year, with victims losing an average of £20,000

Report a scam

If you are approached by fraudsters please tell the FCA using the share fraud reporting form at www.fca.org.uk/scams, where you can find out more about investment scams.

You can also call the FCA Consumer Helpline on 0800 111 6768.

If you have already paid money to share fraudsters you should contact Action Fraud on 0300 123 2040.

Notes

Corporate Information

Registered Number

07289280

Directors

Ernie Richardson (Chairman) Mike Liston Tim Dowlen

Company Secretary

Foresight Group LLP The Shard 32 London Bridge Street London SE1 9SG

Investment Manager & Administration providers

Foresight Group LLP The Shard 32 London Bridge Street London SE1 9SG

Auditor

KPMG LLP 15 Canada Square London E14 5GL

Tax Advisers

Blick Rothenberg Limited 16 Great Queen Street Covent Garden London WC2B 5AH

Solicitors and VCT Status Advisers

RW Blears LLP 29 Lincoln's Inn Fields London WC2A 3EG

Registrar

Computershare Investor Services plc The Pavilions Bridgwater Road Bristol BS99 6ZY

Market Maker

Panmure Gordon & Co One New Change London EC4M 9AF

Important information:

The Company currently conducts its affairs so that the shares issued by Foresight Solar & Technology VCT plc can be recommended by IFAs to ordinary retail investors in accordance with the FCA's rules in relation to non-mainstream pooled investment products and intends to continue to do so for the foreseeable future.

The shares are excluded from the FCA's restrictions which apply to non-mainstream pooled investment products because they are shares in a VCT.

Foresight Solar & Technology VCT plc

34 Foresight Solar & Technology VCT plc Unaudited Half-Yearly Financial Report 30 September 2020

The Shard 32 London Bridge Street London SE1 9SG

www.foresightgroup.eu

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