Annual report
and accounts
for the year ended
31 December 2022
PREMIER MITON
GLOBAL RENEWABLES
TRUST PLC
PREMIER MITON GLOBAL RENEWABLES TRUST PLC Annual Report & Accounts 2022
Financial Calendar 2023
Contents
Financial Calendar ........................................................................................ (see above)
Investment Objectives
...................................................................................................... 1
Company Summary
............................................................................................................ 1
Company Highlights
.......................................................................................................... 2
Dividend and Share Price Performance
.................................................................. 3
Chairman’s Statement
............................................................................................. 4 to 6
Investment Manager’s Report
......................................................................... 7 to 10
Investment Portfolio
........................................................................................................ 11
Review of Top Ten Holdings
........................................................................... 12 to 13
Directors .................................................................................................................................. 14
Investment Manager
....................................................................................................... 14
Head of Investment Trusts
........................................................................................... 14
Strategic Report
..................................................................................................... 15 to 25
Directors’ Report
.................................................................................................... 26 to 33
Statement of Corporate Governance
...................................................... 34 to 37
Directors’ Remuneration Report
.................................................................. 38 to 41
Audit Committee Report
................................................................................. 42 to 44
Statement of Directors’ Responsibilities in Respect
of the Annual Report and the Financial Statements
................................... 45
Independent Auditor’s Report
..................................................................... 46 to 51
Group Income Statement
............................................................................................ 52
Consolidated and Company Balance Sheets
................................................... 53
Consolidated Statement of Changes in Equity
.............................................. 54
Company Statement of Changes in Equity
....................................................... 55
Consolidated and Company Cashflow Statements
..................................... 56
Notes to the Financial Statements
............................................................ 57 to 75
Glossary of Terms and Alternative Performance Measures
........ 76 to 80
Company History
............................................................................................................... 81
Shareholder Information
.............................................................................................. 82
AIFMD Disclosures and Remuneration Disclosure
.......................... 83 to 84
Notice of Annual General Meeting
........................................................... 85 to 87
Notes to the Notice of Annual General Meeting
.............................. 88 to 90
Directors and Advisers
.................................................................................................... 91
Company’s year end ...................................................................................................................................................................................................................... 31 December
Annual results announced ........................................................................................................................................................................................................................ March
Annual General Meeting .............................................................................................................................................................................................................. 26 April 2023
Company’s half year end ......................................................................................................................................................................................................................... 30 June
Half year results announced ................................................................................................................................................................................................................... August
Dividend payments ............................................................................................................................. At the end of March, June, September and December
Cover photograph:
Northland Power, construction of Deutsche Bucht wind farm, used with permission.
“Investors around the world are increasingly looking for
exposure to rapidly growing environmental markets and the
Green Economy Mark is a great signpost for such interest.”
London Stock Exchange plc
1
Annual Report & Accounts 2022 PREMIER MITON GLOBAL RENEWABLES TRUST PLC
Company Summary
Group
Premier Global Infrastructure Trust PLC), and its wholly-owned subsidiary,
PMGR Securities 2025 PLC.
Capital Structure
Ordinary Shares (1p each) 18,238,480 (as at 14 March 2023)
The Ordinary Shares are entitled to all of the Company’s net income available
for distribution by way of dividends. On a winding-up, they will be entitled to
any undistributed revenue reserves and any surplus assets of the Company
after the Zero Dividend Preference Shares (“ZDPs”/”ZDP Shares”) accrued capital
entitlement and payment of all liabilities. The Ordinary Shareholders have the
right to receive notice of, to attend and to vote at all general meetings of the
Company. The Ordinary Shares are qualifying investments for ISAs.
Zero Dividend Preference Shares (1p each)
Issued by PMGR Securities 2025 PLC
14,217,339
The 2025 ZDP Shares (“2025 ZDPs”) will have a final capital entitlement of
127.6111p on 28 November 2025, equivalent to a gross redemption yield
#
from
the date of issue of 5.0% per annum, subject to there being sufficient capital
in the Company. The 2025 ZDPs are qualifying investments for ISAs.
Company Details
Investment Manager
Premier Fund Managers Limited (“PFM Limited”), is a subsidiary of Premier
Miton Group plc (“PMI Group”). PMI Group had £13.9 billion of funds under
management at 31 December 2022. PFM Limited is authorised and regulated
by the Financial Conduct Authority (“FCA”). The Company’s portfolio is
managed by James Smith with support from PFM Limited’s global equity
team. Premier Portfolio Managers Limited (“PPM”) is the Company’s Alternative
Investment Fund Manager. PPM has delegated the portfolio management of
the Company’s portfolio of assets to PFM Limited.
Management Fee
0.75% per annum of the gross assets under management, charged 40% to
revenue and 60% to capital.
#
See Glossary of Terms for definitions and Alternative Performance Measures on page 76.
Investment Objectives
The Company received
London Stock Exchange’s
Green Economy Mark,
a classification which is
awarded to companies
and funds that are driving
the global green economy, in January
2022. To qualify for the Green Economy
Mark, companies and funds must generate
50% or more of their total annual revenues
from products and services that contribute
to the global green economy.
The Fund Manager integrates Governance
and Social responsibility into its investment
process. Premier Miton is a signatory to
the Principles for Responsible Investment,
an organisation which encourages and
supports its signatories to incorporate
environmental, social, and governance
factors into their investment and ownership
decisions.
The Crown Fund Rating is a global
quantitative rating that is based on a
fund’s historical performance relative to an
appropriate benchmark. The rating relies on
three key measurements - alpha, volatility
and consistent performance, to dictate
the one-to-five Crown score. The ratings
are designed to help investors distinguish
funds that have superior performance in
terms of stock picking, consistency and
risk control.
2
PREMIER MITON GLOBAL RENEWABLES TRUST PLC Annual Report & Accounts 2022
Company Highlights
for the year to 31 December 2022
31 December 31 December
2022 2021 % change
Total Return Performance
Total Assets Total Return
1#
(7. 3%) 19.8%
S&P Global Clean Energy Index
2
(GBP) 6.6% (22.5%)
Ongoing charges
3#
1.70% 1.65%
Ordinary Share Returns
Net Asset Value per Ordinary Share (cum income)
4#
178.44p 210.60p (15.3%)
Mid-market price per Ordinary Share
2
155.50p 196.50p (20.9%)
Discount to Net Asset Value
#
(12.9%) (6.7%)
Revenue return per Ordinary Share 7. 29p 7.43p (1.9%)
Net dividends declared per Ordinary Share 7.00 p 7.0 0p 0.0%
Net Asset Value Total Return
5#
(12.1%) 26.5%
Share Price Total Return
2#
(17.7%) 30.7%
2025 Zero Dividend Preference Share Returns
Net Asset Value per Zero Dividend Preference Share
4
110.71p 105.44p 5.0%
Mid-market Price per Zero Dividend Preference Share
2
108.50p 107.50p 0.9%
(Discount)/Premium (2.0%) 2.0%
Hurdle Rates
6#
Ordinary Shares
Hurdle rate to return the share price of 155.50p (2021: 196.50p)
at 28 November 2025
2
(0.8%) 0.7%
Zero Dividend Preference Shares
Hurdle rate to return the redemption share price for the 2025 ZDPs
of 127.6111p at 28 November 2025 (27.7%) (23.1%)
Balance Sheet
Gross Assets less Current Liabilities (excluding Zero Dividend Preference Shares) £48.3m £53.4m (9.6%)
Zero Dividend Preference Shares (£15.7m) (£15.0m) (5.0%)
Equity Shareholders’ Funds £32.5m £38.4m (15.2%)
Gearing
7#
48.4% 39.0%
Zero Dividend Preference Share Cover (non-cumulative)
8#
2.51x 2.74x
#
Alternative Performance Measure (“APM”). See Glossary of Terms for definitions and Alternative Performance Measures on page 76.
1.
Source: PFM Limited. Based on opening and closing total assets plus dividends marked “ex-dividend” within the period.
2.
Source: Bloomberg.
3.
Ongoing charges have been based on the Company’s management fees and other operating expenses as a percentage of average gross assets less current
liabilities over the year (excluding the ZDPs accrued capital entitlement).
4.
Articles of Association basis.
5.
Source: PFM Limited. Based on opening and closing NAVs with dividends marked “ex-dividend”.
6.
Source: PFM Limited. Hurdle rate definition can be found in the Glossary of Terms and Alternative Performance Measures on page 77.
7.
Source: PFM Ltd. Based on Zero Dividend Preference Shares divided by Equity attributable to Ordinary Shareholders at the end of each year.
8.
Source: PFM Limited. Non-cumulative cover = Gross assets at year end divided by final repayment of ZDPs plus management charges to capital.
3
Annual Report & Accounts 2022 PREMIER MITON GLOBAL RENEWABLES TRUST PLC
Source: PFM Limited
0.0p
2.0p
4.0p
6.0p
8.0p
10.0p
12.0p
2018 2019 2020 2021
#
2022
Dec
2021
Dec
2020
Jun
2021
Dec
2022
Jun
2022
Share price total return –
Source: Bloomberg
Net asset value total return (“NAV”) –
Source: PFM Limited
100
101
102
103
104
105
106
107
108
109
110
111
Dec
2021
Dec
2017
Dec
2018
Dec
2019
Dec
2020
Dec
2022
Share price total return – Source: Bloomberg
Net asset value total return (“NAV”) –
Source: PFM Limited
60
80
100
120
140
160
180
200
ZDP Shares performance chart
†
(since issuance)
†
(rebased to 100)
Dividend and Share Price Performance
†
The 2025 ZDP Shares were issued on 30 November 2020 and performance is shown from the date of issue.
Ordinary Shares five year performance chart
(rebased to 100)
Five year dividend chart
2018-2022
#
Dividend re-based to 7.0p on reduction in gearing following net repayment
of ZDP shares at end 2020.
4
PREMIER MITON GLOBAL RENEWABLES TRUST PLC Annual Report & Accounts 2022
Chairman’s Statement
for the year to 31 December 2022
Introduction
Following strong performances over recent years, 2022
saw a reversal of fortunes for the portfolio with the Trust
experiencing a fall in asset values and a negative investment
return to shareholders. The underlying portfolio return, while
approximately in line with global equity markets, lagged the
global clean energy sector.
In my letter in last year’s report, I noted that markets appeared to
be relatively sanguine over the prospects for higher inflation. In
the event, inflation in the advanced economies reached higher
levels than expected, necessitating a steeper path of interest
rate increases.
There are several underlying reasons for higher inflation. Energy
costs have remained at elevated levels, exacerbated by the war
in Ukraine. Supply chains have taken longer to return to normal
post Covid-19 lockdowns, and China’s retention of lockdown
policies over most of 2022 has been a headwind to global supply.
On top of these issues, has been the exceptionally loose monetary
policy over recent years, which has created an environment
where inflation has been allowed to take root. The risk now is
that central banks over-tighten, causing a sharp recession.
Higher interest rates have been a headwind for equity markets,
as markets discount future corporate earnings to current values
at higher rates. However, the Trust is fortunate that most of its
underlying earnings, the revenues earned by portfolio companies,
are generated from selling electricity. Electricity prices have been
substantially higher in 2022 than in 2021, particularly in the UK
and Europe. However, as yet this has not been fully reflected in
market valuations.
Performance
The Trust’s performance over 2022 was disappointing. The
total assets total return, measuring the return on the portfolio
including all income and costs, was a negative 7.3% (2021: positive
19.8%). This was consistent with returns seen in the leading global
equity indices. The Trust’s gearing, through the fixed return
Zero Dividend Preference Shares (“ZDP”), means that returns to
Ordinary Shareholders are amplified, with the net asset value
(“NAV”) total return being negative 12.1% (2021: positive 26.5%).
The NAV per ordinary share fell by 15.3% to close the year at
178.4 4p.
Further, and in common with other investment trusts, the
discount at which the shares trade compared to the published
NAV increased in the year, closing 2022 at 12.9% (2021: 6.7%).
For this reason, the share price total return, based on share price
movement plus dividends received, was negative 17.7% (2021:
positive 30.7%).
Since the Trust’s change of investment policy in October 2020,
the S&P Global Clean Energy Index (the “Index”) has been used
as its performance comparator. However, as has been pointed
out before, the Trust’s portfolio is substantially different to
the composition of the index, with a far greater weighting to
renewable energy generators than the index which has higher
exposure to technology, renewable equipment manufacturers
and utilities. Also, the Trust’s portfolio is currently more focussed
on the UK and Europe, whereas the Index has a higher weighting
to North America. PMGR’s performance can, therefore, be
expected to be materially different from that of the Index in
any given year.
In 2022, the Index returned a positive 6.6% (GBP adjusted),
substantially better than the Trust. However, since the policy
change on 9 October 2020, shareholders have seen a return,
measured on share price plus dividends, of 25.3%, or an average
of 10.7% per year. The index has returned 3.7%, or 1.7% per year on
average. Despite the difficult year, the Trust’s recent performance
remains well ahead of its performance comparator.
There were some specific negative performance factors,
discussed in more detail in the Investment Manager’s report,
which require mention here.
Firstly, the Trust’s Chinese investments, which performed so
well in 2021, were very poor in 2022. This was mainly for macro-
economic and political reasons rather than any fundamental
issues with the companies themselves. A combination of negative
performance and sales of holdings means that the weighting to
China is now substantially reduced. Secondly, Finnish hydro and
nuclear generator Fortum, a 4.3% weighting at the start of the
year, was caught out by the Russian invasion of Ukraine. Fortum
had substantial investments in Russia, representing about 20% of
its total profits, and its share price fell sharply in response. We sold
this investment because of its Russian exposure with a resulting
Gillian Nott OBE – Chairman
5
Annual Report & Accounts 2022 PREMIER MITON GLOBAL RENEWABLES TRUST PLC
Chairman’s Statement continued
loss. Thirdly, holdings owning operational North American
renewable energy assets were relatively weak. Renewable
energy tends to be sold on long term pre-determined prices in
North America, with relatively little inflation linkage. Share prices
therefore fell in response to higher interest rates.
Offsetting this was a generally positive performance in the
UK, although the modest gains look set to lag well behind the
growth in underlying earnings driven by high power prices, even
considering the new windfall tax, or “energy generation levy”.
Likewise, aside from Fortum as noted above, there were some
good performances among European investments, with the high
power price environment being a performance driver.
The US dollar was strong in the year, and the Trust saw a translation
gain on dollar holdings as a result.
Despite the difficult year, the prospects for long term performance
remain encouraging. For instance, the EU is committed to
expanding its renewable energy production, aiming for
renewables to represent at least 45% of the overall energy mix
by 2030 (from 22.1% in 2020). Likewise, the US Inflation Reduction
Act has set clear targets and incentives for renewable investment
in the US and should stimulate and reward investment for the
foreseeable future.
Portfolio positioning
The Trust invests in renewable energy companies, and also
other sustainable infrastructure companies, being those that are
essential to the construction of renewable assets and delivery
of renewable energy to customers. These currently include
electricity networks, energy storage facilities, and offshore wind
turbine installation vessels.
The most significant portfolio change during the year has been
the reduction in weighting to China, from 19% to 3%. We are
concerned about China’s economic and political situation, and
China is likely to remain at a low level within the portfolio while
this uncertainty persists. The funds released have been reinvested
into Europe and the UK to take advantage of the favourable
electricity pricing environment.
In this period of high inflation, it is important to be exposed to
revenue streams that reflect inflation, such as some government
tariff and subsidy schemes. UK renewable assets score well in
this regard. As noted above, US renewable companies have
less inflation linkage, so are currently held at a relatively low
portfolio weighting.
In terms of sectors, the weighting to yield companies (renewable
companies which buy operational assets and then hold them for
the long term, paying out the majority of cash-flow to investors),
has risen as the Manager increases exposure to core UK and
European operational assets benefitting from higher power
prices and inflation.
Weightings in the waste to energy sector and renewable-
focussed utilities sector (i.e. utilities having substantial renewable
energy businesses) have fallen on poor relative performance and
the Manager focussing on core “pure-play” renewable energy
generators.
Capital structure, Gearing, and ZDP Shares
Following the weaker performance in the year, gearing increased
from 39.0% at December 2021 to 48.4% at December 2022
(gearing being calculated as the ZDP share liability over the
equity attributable to Ordinary Shareholders). The nature of
the ZDP shares means that the gearing is, for the time being,
“semi-permanent”. The Board will review the Company’s capital
structure on the maturity of the ZDP shares in 2025.
The share price of the ZDP Shares rose only slightly in the year,
from 107.50p at the start of the year to 108.50p by the close of
2022. Their NAV increased at their accrual rate of 5%, to reach
110.71p at the close of the year. As such the ZDP Shares stood
at a modest discount to their accrued value. The ZDP Share
Cover fell to 2.51x from 2.74x reflecting the fall in assets. Note
that “Gearing” and “Zero Dividend Preference Share Cover” are
Alternative Performance Measures; please see pages 76 to 80
for definitions and calculations.
No Ordinary or ZDP shares were either issued or redeemed in
the year.
Income and dividends
Net revenue return per Ordinary Share in 2022 was 7.24p, a
reduction of 2.6% on the 7.43p recorded in 2021. Underlying
revenue generation remained healthy, with dividends paid
to Ordinary Shareholders being fully covered by net revenue
earnings.
It should be noted that 2021 saw the recovery of a historic tax
reclaim of £104,000, or 0.57p per Ordinary share, a receipt not
repeated in 2022.
During the year, the Board declared three interim dividends in
respect of the 2022 financial year, each of 1.75p per Ordinary
Share. The Board has now declared a fourth interim dividend
of 1.75p, to bring the total dividend for the year to 7.00p, fully
covered by revenue earnings, and in line with dividends paid
in respect of 2021. The fourth interim dividend will be paid on
31 March 2023 with the shares to be marked ex-dividend on
9 March 2023.
Shareholder relations
The Company’s AGM will be held on Wednesday, 26 April 2023,
at the offices of Stephenson Harwood LLP, 1 Finsbury Circus,
London EC2M 7SH, at 12.15p.m. when a presentation will be given.
Attending shareholders will have the opportunity to meet the
Board and Manager and ask questions.
6
PREMIER MITON GLOBAL RENEWABLES TRUST PLC Annual Report & Accounts 2022
Chairman’s Statement continued
Shareholders can find additional details regarding your Company,
including factsheets and articles on topics relating to both the
renewables sector and the Company, on the Company’s website,
www.globalrenewablestrust.com.
Environmental, Social and Governance (‘ESG’)
Given the change of investment policy in 2020, ESG measures
are an integral part of the Manager’s approach to running the
portfolio. Further, Premier Miton is a signatory to the Principles for
Responsible Investment, an organisation which assists signatory
firms to develop and maintain responsible investment practices.
The Trust’s portfolio is given additional consideration by Premier
Miton’s Responsible Investing Oversight Committee, with the aim
of ensuring that investee companies adhere to high standards
of governance, and that the portfolio’s composition is consistent
with its investment policy.
By its nature the Trust’s portfolio has strong environmental
credentials. The portfolio mainly consists of companies
generating renewable electricity in the form of wind, solar,
biomass, and hydro, together with other technologies which
have positive environmental outcomes, such as waste to energy.
It also contains companies operating infrastructure such as
electricity transmission and battery storage, essential for the
delivery and management of renewably-generated power.
The Trust’s Manager engages with investee companies to
promote good governance and encourage responsible social
policies. The Manager always votes at shareholder meetings of
investee companies.
I am pleased to report that the one remaining holding not
consistent with the renewable energy investment policy adopted
in October 2020, the Indian coal-fired power generator OPG
Power Ventures, was sold during the year. This completed the
portfolio’s transition from a generalist infrastructure investor to
specialist renewable energy.
Change of brokership
Following a review of the Company’s brokership arrangements,
in March the directors appointed finnCap Capital Markets
(“finnCap”) as the Company’s stockbroker, replacing Singer Capital
Markets. The Directors are pleased with finnCap’s performance
since appointment.
The Board and the Manager remain committed to increasing the
size of the Trust and have been active in marketing the Trust’s
shares to potential new investors during the year. I hope that this
will help to achieve a lower discount to NAV, and consequent
improved share price, during 2023.
Outlook
The macro-economic environment has been against the
Company over the past year, and equity markets have been weak.
While developed market interest rates are expected to reach their
peaks in 2023, financial markets are likely to remain turbulent as
historic monetary stimulus is withdrawn.
China faces a difficult situation as Covid-19 runs through the
country. As a result, its government could see its domestic
popularity fall, and it may be tempted into ill-advised actions
both at home and abroad, which have the potential to
destabilise its economy and the region. Further, it is at this
stage difficult to envisage a near term resolution to the conflict
in Ukraine.
However, despite this troubling backdrop, the underlying
earnings performance of the majority of the portfolio’s holdings
has been strong, and we expect this to continue in the short
to medium term. We expect European power prices should
remain elevated as the EU withdraws from its dependence on
Russian natural gas.
The implementation of European windfall taxes has been a
notable headwind over the year. However, with the relevant
taxes now published and in operation, the market again
hopefully has some clarity. Generally speaking, windfall
taxes have been set at a level which, while providing some
compensation to governments that can be used to subsidise
tariffs, still allow generators to make good returns from the
high pricing environment.
Over the long term, the issues of natural gas supply and high
commodity prices further reinforce the benefits of moving
to renewable energy. In addition to being much more
environmentally friendly than traditional power sources,
renewables have the advantage of generating electricity closer
to where it is consumed, together with the potential for a
less volatile pricing environment. The Board believes that the
Company’s investment policy remains very relevant and is one
from which attractive long term investment returns can continue
to be made.
Gillian Nott OBE
Chairman
14 March 2023
7
Annual Report & Accounts 2022 PREMIER MITON GLOBAL RENEWABLES TRUST PLC
Investment Manager’s Report
for the year to 31 December 2022
Performance overview
The Premier Miton Global Renewables Trust’s (“PMGR”) portfolio
experienced a fall in value over the year, with a negative total
assets total return performance, including all operating and
trading costs, of 7.3%. The performance was below that of the
Trust’s comparator benchmark, but performance does remain
comfortably ahead of that index since the investment policy
change in October 2020.
Under normal conditions, I would have hoped for another good
year for PMGR. The build out of renewable energy continues
apace, power prices are strong, and there is a considerable level
of political goodwill.
However, higher interest rates, political intervention, additional
taxes, the ongoing uncertainty from the war in Ukraine, and
economic and political risks in China meant that it turned out
to be a rather difficult year. In addition, there have been some
stock-specific losses, detailed below.
Higher power prices have been a double-edged sword in that
they have driven greater political intervention through windfall
taxes. Asymmetric taxes, whereby Governments help themselves
to gains in good times without committing to helping companies
should the situation reverse, may make for good politics but have
caused investor uncertainty and are likely to increase companies’
required future returns to compensate for greater political risks.
Reversing the trend of recent years, capital costs of renewable
projects were increased by higher logistics and component costs,
although these are now showing signs of moderating. Finance
costs within the sector are largely fixed, but higher interest
rates will contribute to higher financing costs for new projects.
Fortunately, the power price environment is such that available
investment returns remain healthy.
Market review
Perhaps the most significant market development during the year
has been the unprecedented increase in European power prices.
Prices began to increase in mid-2021 on the back of higher prices
for carbon emission permits (which make fossil fuel generation
more expensive), increasing further over the early part of 2022
on concerns over low European gas storage levels, followed by
a surge in both price and volatility on the Russian invasion of
Ukraine in February.
Approximately one third of European gas is sourced from Russia,
and although trade has not completely stopped, volumes are
much reduced. Further, in September, both Nord Stream 1 and 2
pipelines, which connect Germany to Russian supplies through
the Baltic Sea, were damaged by explosions. Although those
responsible and their motivations are unconfirmed, neither
pipeline will be in use for the foreseeable future. Gas is an
important component of the European electricity generation
mix, and the resulting higher gas prices have fed directly into
higher electricity prices.
With the aim of ending its dependence on Russian fossil fuels,
the EU through its “REPowerEU” plan, aims to expand renewable
energy generation capacity substantially with streamlined
approval processes, diversify its gas supplies including new
investments in LNG capacity, and improve energy efficiency.
Newer technologies that directly substitute gas usage, such as
biomethane, hydrogen, and heat pumps will also be encouraged.
Adding to the European energy shortage has been the decline
in output from French nuclear reactors, expected to be over
20% lower in 2022 than in 2021. France went from a position
of being an electricity exporter, to being an importer, with a
consequent tightening of neighbouring power markets such
as Germany and the UK.
Power prices in the US have increased, although to a lesser extent
than seen in Europe. In any case, renewable energy companies
in the US tend to be less exposed to merchant power pricing
than their European counterparts, with renewable power usually
being sold on long term contracts at relatively fixed prices. This
has made them vulnerable to higher inflation and interest rates.
On the plus side, the passing of the of the Inflation Reduction Act
aims to stimulate almost $370 billion of clean energy investment
over the next 10 years, and gives the sector an improved growth
outlook.
Portfolio segmentation and allocation
The Trust seeks to offer investors a diversified global exposure to
renewable energy and sustainable infrastructure. This differentiates
PMGR from many other clean energy investment funds, including
exchange-traded funds, which often have a more technology-
oriented profile. I believe that focussing on mainly contracted
and regulated infrastructure investments offers an attractive risk /
reward dynamic for long term investment, offering high visibility
of earnings and dividends.
The portfolio has a wide exposure to differing sub-sectors, aiming
to invest not just in wind and solar assets, but in the full energy
production and delivery value chain, including energy storage,
electricity transmission networks and utilities that own high quality
renewable energy businesses.
One important distinction we make is to segment renewable
energy companies into two broad categories. Renewable energy
developers plan, construct, and then own and operate renewable
assets. Alternatively, yield companies (“yieldcos”), usually acquire
existing renewable assets. Developers typically pay a modest
dividend, retaining a high portion of cash flows for reinvestment,
sometimes recycling capital through asset sales. Yieldcos by
contrast, pay out the majority of cash flows, raising new capital
to acquire assets as required.
8
PREMIER MITON GLOBAL RENEWABLES TRUST PLC Annual Report & Accounts 2022
Investment Manager’s Report continued
Renewable energy developers offer potentially higher returns as
they take on development and construction risk. Yieldcos prefer
to remove these by acquiring recently constructed projects (or
occasionally at the “pre-construction” stage) and then financing and
operating them as efficiently as possible. They forego developer
profits in return for greater visibility and the benefit of having a
higher proportion of their capital invested in productive assets.
It is notable this year that the weighting to small cap companies,
which we define as companies with a market capitalisation
between £250 million and £2.0 billion, has increased at the
expense of the midcaps, being companies capitalised between
£2.0 and £10.0 billion. This is a result of the sell down of midcap
Chinese holdings, and reinvestment into smaller European and
UK companies. At the year end, the simple average market
capitalisation of portfolio was £4.9 billion (2021: £5.4 billion).
Renewable Energy Developers
The performance of the Trust’s renewable energy developers
was mixed in 2022. Going into the year, two Chinese developers,
China Suntien Green Energy and China Longyuan Power
represented a combined 11.5% of the portfolio, both having
performed exceptionally well in 2021, with share price increases of
155.5% and 134.2% respectively. I am concerned about both the
economic and political situation in China, and therefore cut the
Suntien holding back sharply over the year (to 1.8% by the year
end) and sold Longyuan in its entirety. Despite both companies
performing perfectly well on a fundamental basis, Suntien’s share
price fell 46.5% and Longyuan 47.6% in 2022 as investors divested
from Chinese stocks. With hindsight, it would have been better
to have reduced exposure at an earlier stage.
European renewable developers fared better. RWE remained at
the top end of the portfolio and performed well on excellent
financial results through the year, helped by high power prices and
an excellent result in its trading division. Its proposed acquisition
of the Con Edison renewables business in the US represents a
step change in RWE’s international renewables business. RWE’s
share price increased by 16.4% over the year.
The position in Spanish listed solar developer, Grenergy, was
increased during the year. Grenergy has made good progress with
its development portfolio, and 2023 looks set to be a milestone
year for the company as it completes several large solar projects
in Spain, Chile and Peru. Grenergy’s shares fell by 4.4% in the year.
Despite sometimes excellent financial results, smaller companies
were often out of favour. A good example would be Norwegian
listed Bonheur, better known for its ownership of Fred Olsen
Renewables. It has targeted an almost 30% increase in renewable
production for 2022 and reported sharply higher financial results
through the year. Bonheur has ambitious plans for offshore wind
development, and the position was increased steadily over the
year. However, despite the strong business fundamentals, its
shares fell by 19.2% in the year.
Northland Power’s shares were relatively flat. This was
disappointing given strong financial results and continued
progress with their development portfolio.
We sold the holding in Acciona, re-investing in the newly listed
Acciona Energias, which owns the group’s renewable energy
activities and was spun out as a separately listed company to
improve visibility for the group. Acciona Energias’s shares gained
10.9% in 2022.
Further down the portfolio, the position in Enefit Green was
increased. Enefit develops renewable projects in the Baltic states
and recorded strong results during the year. It was rewarded with
a share price increase of 8.3%. 7C Solarparken, which focusses
PORTFOLIO SECTOR CLASSIFICATION 2022
Yieldcos & funds
Renewable energy developers
Renewable focused utilities
Energy storage
Biomass generation and production
Electricity networks
Renewable technology and service
Waste to energy
Liquidation portfolio
Carbon markets
2022
38.9%
29.9%
9.5%
9.0%
6.8%
2.3%
2.2%
1.3%
0.0%
0.0%
2021
25.7%
28.6%
14.6%
6.9%
7.3%
5.0%
2.8%
6.6%
1.3%
1.2%
2022
2021
9
Annual Report & Accounts 2022 PREMIER MITON GLOBAL RENEWABLES TRUST PLC
Investment Manager’s Report continued
on German and Belgian solar, also saw strong figures driven by
power pricing. Its shares fell by 1.4% however.
Yieldcos and Funds
The exposure to yieldcos increased in the year, from 25.7% at
December 2021, to 38.9% by the end of 2022. Some new positions
were added, taking advantage of share price weakness in the
second half of the year. I believe that UK and European yieldcos
could benefit from a “higher for longer” power price environment.
Greencoat UK Wind remains a key holding for the Trust. Its
strategy to sell power at market rates served it well as UK power
prices increased. Its published NAV per share has increased over
the year, and given the conservative basis on which it had been
calculated, the UK windfall tax was absorbed without a significant
detriment to the NAV. Greencoat’s share price increased by 8.3%
in 2022.
NextEnergy Solar Fund’s shares gained 9.5% as it made good
progress in its diversification strategy, with new battery storage
developments acquired during the year. The position in Foresight
Solar was increased, and its shares rose by 16.2%.
In the second half of the year, the Trust took advantage of share
price falls to increase the position in Octopus Renewable
Infrastructure and start a new holding in Aquilla European
Renewables. Both these companies should benefit from
higher power pricing and the completion of assets currently in
construction (acquired at the pre-construction stage). They both
trade at attractive discounts to their published NAVs.
North American positions were less successful than those in the
UK. We attribute this to the lack of power price and inflation
linkages in their revenues, with power tending to be sold on pre-
determined long term prices. In a rising interest rate environment,
their shares were marked down accordingly.
Clearway Energy (A) shares fell by 10.6%, Atlantica Sustainable
Infrastructure by 27.6%, and Transalta Renewables by 40.0%.
Transalta fell sharply in the final quarter as it gave lower cash flow
guidance on the back of expected higher tax payments and higher
maintenance expenditure. On the plus side, following another
year of largely negative performance, North American yieldcos
now offer very attractive yields, and operate in what should be
a high growth environment.
PORTFOLIO GEOGRAPHICAL ALLOCATION
Source: PFM Limited
2022 2021
0% 10% 20% 30% 40%
United Kingdom
Europe (excluding UK)
Global
North America
China
Latin America
India
PORTFOLIO MARKET CAPITALISATION PROFILE
Large
Cap
(> £10bn)
Medium
Cap
(£2bn
to £10bn)
Small
Cap
(£250m
to £2bn)
Micro
Cap
(< £250m)
Source: PFM Limited
2022
2021
0%
5%
10%
15%
20%
25%
30%
35%
40%
45%
50%
10
PREMIER MITON GLOBAL RENEWABLES TRUST PLC Annual Report & Accounts 2022
Investment Manager’s Report continued
Renewable focussed utilities
As mentioned in the Chairman’s letter, the holding in Fortum was
sold following the Russian invasion of Ukraine. Fortum had not
only some direct Russian power generation investments, but also
a far larger liability through its ownership of German power and
gas business Uniper. With Uniper’s upstream gas purchases from
Russia severely curtailed, they were forced to buy more expensive
gas elsewhere to fulfil sales contracts. The Fortum stake was sold
over the second quarter, at an average price approximately 40%
below the price at which it closed 2021.
The other major disappointment within this segment was
Algonquin Power & Utilities, whose shares fell by 51.5% over
the year. The fall took place almost entirely in the final quarter in
response to a poor third quarter financial result. The company
has now released a new strategy based on internally funded
growth, with a rebased dividend. We believe that the company’s
business of North American renewable energy and smaller utilities
is fundamentally sound, and that there is scope for the shares to
recover well in 2023.
The two other constituents of this category, SSE and Iberdrola
both performed well, their shares increasing over the year by 3.8%
and 5.0% respectively. Both have sizable and growing renewable
businesses.
Other segments
Drax Group
, Biomass generation and production sector has
remained at the top end of the portfolio and delivered
excellent financial results. 2023 should see a decision from the
UK Government on whether to approve the company’s carbon
capture plans. Drax’s shares gained 16.2% in 2022.
Also in the UK, the portfolio’s exposure to energy storage
companies increased. Batteries are a key component in grid
balancing and managing short term power volatility. Following
additional investment and a 24.1% increase in share price, Harmony
Energy Income Trust became the Trust’s largest battery storage
investment. Likewise, Gresham House Energy Storage Fund
also performed well, its share price recording an increase of 24.7%.
Less successful was the holding in waste to energy company
China Everbright, which lost value in line with the other Chinese
positions. The position was cut back sharply in the year to reduce
exposure to China.
Currency and hedging
The Trust made currency hedging losses of £0.7 million (2021:
gains of £0.4m) over the year, offsetting equivalent currency gains
made on investments held in those currencies. Currency hedge
contracts are undertaken to mitigate against currency volatility
and to offset potential losses from adverse currency movements.
Outlook
Following a strong period of returns, it is disappointing to record
an investment loss in 2022. However, this was concentrated in a
limited number of positions, which experienced outsized losses.
The majority of other holdings performed relatively well, although
share price gains were typically some way behind earnings growth.
While there is much uncertainty in the global economy, and
political risk remains an ongoing issue, 2023 should see a peak
in inflation and therefore also in interest rates. As such, some of
the negative macro headwinds should, I hope, abate.
While recent weeks have seen a welcome moderation in the high
fuel commodity price environment, those driving the electricity
price, such as natural gas and carbon permits, remain at elevated
levels in comparison to recent history. The phase out of both
coal and older nuclear capacity in coming years should keep the
margin of supply over demand relatively tight in the European
electricity market. I therefore believe that European electricity
prices could stay higher for longer than anticipated by the market,
sustaining a positive backdrop for the portfolio.
James Smith
Premier Fund Managers Limited
14 March 2023
PORTFOLIO CONCENTRATION
Source: PFM Limited
2022 2021
10 largest
investments
11th to 20th 21st to 30th 30th
onwards
0%
5%
10%
15%
20%
25%
30%
35%
40%
45%
50%
55%
11
Annual Report & Accounts 2022 PREMIER MITON GLOBAL RENEWABLES TRUST PLC
Investment Portfolio
at 31 December 2022
Company Activity
Country
of operation
Value
£000
% total
investments
Ranking
2022
Ranking
2021
Drax Group Biomass generation and production United Kingdom 3,295 6.8 1 3
Greencoat UK Wind Yieldcos & funds United Kingdom 3,059 6.4 2 6
NextEnergy Solar Fund Yieldcos & funds United Kingdom 2,969 6.2 3 7
RWE Renewable energy developers Europe (ex. UK) 2,952 6.1 4 4
Octopus Renewable Infrastructure Yieldcos & funds Europe (ex. UK) 2,550 5.3 5 –
Aquila European Renewables Yieldcos & funds Europe (ex. UK) 2,273 4.7 6 –
Atlantica Sustainable Infrastructure Yieldcos & funds Global 2,150 4.5 7 10
Iberdrola Renewable focused utilities Global 1,939 4.0 8 19
Harmony Energy Income Trust (incl. ‘C’ Shares) Energy storage United Kingdom 1,899 3.9 9 21
Clearway Energy ‘A’ Yieldcos & funds North America 1,865 3.9 10 13
Grenergy Renovables Renewable energy developers Global 1,845 3.8 11 16
Foresight Solar Fund Yieldcos & funds United Kingdom 1,820 3.8 12 18
Gresham House Energy Storage Fund Energy storage United Kingdom 1,777 3.7 13 12
Corp. Acciona Energias Renovables Renewable energy developers Europe (ex. UK) 1,603 3.3 14 –
SSE Renewable focused utilities United Kingdom 1,540 3.2 15 15
Bonheur Renewable energy developers Europe (ex. UK) 1, 211 2.5 16 41
Northland Power Renewable energy developers Global 1,135 2.4 17 20
National Grid Electricity networks Global 1,097 2.3 18 5
Algonquin Power and Utilities Renewable focused utilities North America 1,080 2.2 19 9
China Suntien Green Energy Renewable energy developers China 863 1.8 20 1
TransAlta Renewables Yieldcos & funds North America 742 1.5 21 17
Gore Street Energy Storage Fund Energy storage United Kingdom 666 1.4 22 24
China Everbright Environment Waste to energy China 632 1.3 23 2
Greencoat Renewables Yieldcos & funds Europe (ex. UK) 604 1.3 24 27
7C Solarparken Renewable energy developers Europe (ex. UK) 596 1.2 25 30
US Solar Fund Yieldcos & funds North America 571 1.2 26 –
Enefit Green Renewable energy developers Europe (ex. UK) 562 1.2 27 35
MPC Energy Solutions Renewable energy developers Latin America 539 1.1 28 23
Cloudberry Clean Energy Renewable energy developers Europe (ex. UK) 523 1.1 29 –
Opdenergy Renewable energy developers Europe (ex. UK) 504 1.0 30 –
Omega Energia
1
Renewable energy developers Latin America 377 0.8 31 32
Eneti Renewable technology and service Global 292 0.6 32 29
Atrato Onsite Energy Renewable energy developers United Kingdom 287 0.6 33 39
Fusion Fuel Green (incl. warrants) Renewable technology and service Europe (ex. UK) 285 0.6 34 33
Orsted Renewable energy developers Europe (ex. UK) 264 0.5 35 –
Seaway 7 Renewable technology and service Global 258 0.5 36 31
Boralex Renewable energy developers Global 245 0.5 37 –
Cadeler Renewable technology and service Europe (ex. UK) 227 0.5 38 –
Solaria Energía y Medio Ambiente Renewable energy developers Europe (ex. UK) 213 0.5 39 38
GreenVolt Renewable energy developers Europe (ex. UK) 160 0.3 40 –
Innergex Renewable Renewable energy developers North America 148 0.3 41 44
Tion Renewables
2
Renewable energy developers Europe (ex. UK) 145 0.3 42 42
Bluefield Solar Income Fund Yieldcos & funds United Kingdom 136 0.3 43 –
Scatec Renewable energy developers Global 113 0.2 44 40
Clearvise Renewable energy developers Europe (ex. UK) 106 0.2 45 –
48,117 99.9
Unquoteds Activity Country
Value
£000
% total
investments
PMGR Securities 2025 PLC ZDP subsidiary United Kingdom 50 0.1
Total investments 48,167 100.0%
1.
Omega Energia (formerly Omega Geracao).
2.
Tion Renewables (formerly Pacifico Renewables).
12
PREMIER MITON GLOBAL RENEWABLES TRUST PLC Annual Report & Accounts 2022
Review of Top Ten Holdings
at 31 December 2022
1. Drax Group
Market cap: £2.8 billion
www.drax.com
UK listed Drax Group operates the UK’s largest renewable
energy facility, the Drax power station in Yorkshire, which it
converted from coal to biomass pellets manufactured from
sustainable wood waste. The facility benefits from UK subsidy
schemes lasting through to 2027. Drax is also one of the world’s
largest producers of biomass pellets from its facilities in the
US and Canada. Future growth options include developing
a carbon capture plant at the Drax power station, expanding
their upstream pellet business, adding additional capacity
at their Cruachan pump storage hydro plant in Scotland,
and developing new biomass power stations in the US. Drax
recorded strong earnings for the first half of 2022, with adjusted
earnings per share increasing 37.0%. The company has locked
in high power prices for a large portion of their output for the
next two years, ensuring earnings should remain healthy. Drax’s
shares rose by 16.2% in 2022.
2. Greencoat UK Wind
Market cap: £3.5 billion
www.greencoat-ukwind.com
Greencoat UK Wind (“UKW”) is a UK listed renewable energy
investment company, owning both on and offshore wind
farms. It operates as a yield company, acquiring completed
assets rather than taking development risk. UKW’s strategy is to
sell power predominantly in the merchant markets rather than
hedging output through commercial forward sales contracts
or financial derivatives. Higher power prices meant that UKW’s
dividend was 3.2x covered by available cash generation in
2022, as compared to 1.9x in 2021. Over the course of 2022,
UKW’s published NAV increased by 25.2% to 167.10p per share.
The UK energy generator levy or “windfall tax”, applying to
revenues from 2023, was incorporated into the December 2022
NAV. However, UKW’s NAV had assumed a substantial discount
between forward electricity prices and those expected to be
achieved by the company, and the levy was absorbed within
this discount. In 2022, UKW’s share price increased by 8.3%
to 152.10p, standing at a discount to the December 2022
asset value.
3. NextEnergy Solar Fund
Market cap: £655 million
www.nextenergysolarfund.com
NextEnergy (“NESF”) is a UK listed renewable energy investment
company, owning large-scale UK solar assets. NESF has
diversified from solar over recent years, and 2022 saw the
acquisition, with a partner, of a large (250 MW) battery storage
development project, expected to be operational in 2025.
NESF’s solar business has continued to perform well, with the
company’s most recent projects being awarded 15-year index
linked contracts in the UK government’s August 2022 Contracts
for Difference auction. NESF’s NAV gained 15.8% over 2022
reaching 120.90p. In common with UKW above, the December
2022 NAV calculation incorporated the UK’s new windfall tax.
Also in common with UKW, NESF’s share price failed to keep
pace with the increasing NAV, gaining 9.6% over the year to
reach 110.10p, and standing at a discount to the NAV at the year
end therefore.
4. RWE
Market cap: £24.9 billion
www.rwe.com
RWE is a German listed multi-national energy company, which
is transitioning from fossil fuels to renewable energy. It has
expanded rapidly in renewables over recent years and has set
out a capital programme to spend Euro 50 billion on green
growth to 2030. RWE is in the process of transitioning away
from fossil fuels, having closed 12 GW of coal-fired power
stations since 2012. In 2022 RWE substantially expanded its
US renewables business through the acquisition of Co Edison
Clean Energy (“CEB”). CEB’s primarily solar based portfolio
complements well RWE’s wind focussed US business. Financial
performance was strong in 2022, with adjusted earnings per
share over the 9 months to September, increasing by 105.9%,
and RWE’s share price gaining 16.4% over the year.
5. Octopus Renewables Infrastructure Trust
Market cap: £568 million
www.octopusrenewalesinfrastructure.com
Octopus Renewables Infrastructure (“ORIT”), a new holding
acquired during the year, is a UK listed investment company
with assets across Europe including the UK, France, Poland,
Finland, Ireland, and Sweden. Its investments are approximately
equally split between solar and wind. ORIT’s NAV per share
increased by 6.9% to 109.40p over 2022. However, despite the
higher asset value, its share price fell by 9.2% and trades at a
discount to the NAV.
13
Annual Report & Accounts 2022 PREMIER MITON GLOBAL RENEWABLES TRUST PLC
Review of Top Ten Holdings continued
at 31 December 2022
6. Aquila European Renewables Income
Fund
Market cap: £333 million
www.aquila-european-renewables.com
Like ORIT, Aquila European Renewables (“AERI”) is another new
UK listed yieldco holding, having been acquired in the year.
Unlike ORIT, AERI is not present in the UK, with its assets located
in Spain, Portugal, Norway, Denmark, Finland, and Greece. Its
investments are approximately equally split between wind and
solar, with a small amount of hydro capacity. AERI’s NAV per
share increased by 7.8% over 2022 to reach Euro 110.64 cents.
However, and in common with ORIT, AERI’s shares moved in the
opposite direction, falling by 9.6% during the year to close 2022
at a large discount to their NAV.
7. Atlantica Sustainable Infrastructure
Market cap: £2.5 billion
www.atlantica.com
Atlantica Yield is listed in the US and operates as a yield
company, with 70% (by cashflow) of assets being renewable
energy and the balance being natural gas generation,
electricity transmission, and water treatment plants. Atlantica
has a commitment to maintain at least 80% of gross earnings
from low-carbon assets, and it sits in the first percentile of
the Sustainalytics ESG rankings. Their assets are located in the
US, Europe, South Africa and Latin America, have a weighted
average remaining contract length of 15 years, with 90% of
revenues denominated in US dollars. Atlantica had another
active year, including the acquisition of a large solar plant in
Chile, to which it intends to add a battery storage facility.
Despite reporting interim earnings consistent with the prior
year, Atlantica’s share price fell by 27.6% in 2022 as it reacted to
higher US interest rates.
8. Iberdrola
Market cap: £61.6 billion
www.iberdrola.com
Iberdrola is a large Spain listed international utility and renewable
energy business. It operates in the UK through its Scottish
Power subsidiary, in the US through Avangrid, in Brazil through
Neoenergia, plus operations in Mexico and other European
countries. Its renewables business is one of the world’s largest,
with Iberdrola targeting renewable energy investment of Euro
17 billion over the three years of 2023 to 2025, almost half of
which will be in offshore wind. Installed renewable capacity is
targeted to increase from 40 GW at the end of 2022, to 52 GW
by the end of 2025. Results have been strong in 2022, with nine-
month earnings per share to September increasing by 29.2%,
and the shares gaining 5.0% over the year.
9. Harmony Energy Income Trust
Market cap: £296 million
www.heitp.co.uk
Harmony Energy Income Trust (“HEIT”) is a UK listed battery
storage investor which undertook a £210m share listing in
November 2021. HEIT’s sponsor and major investor, Harmony
Energy, is a leading UK battery storage developer and is
responsible for the management of HEIT. Its first project, a 98
MW, 2-hour duration project, was completed in November 2022,
and has the distinction of being Europe’s largest battery storage
project. A further four sites are expected to be completed over
the course of 2023. In October 2022, Harmony issued further
new shares for cash proceeds of £15 million, enabling it to
acquire a further three “ready to build” projects from its sponsor.
HEIT’s shares increased by 24.1% in 2022.
10. Clearway Energy
Market cap: £3.0 billion
www.investor.clearwayenergy.com
Clearway Energy is a US listed yield company, operating solar
and wind generation facilities together with gas generation
plants which operate under system reliability contracts to
provide peaking / standby capacity. Clearway also owned a
thermal energy business providing steam and hot water to
commercial and public sector clients. The thermal business
was sold in 2021 at an excellent price, which has allowed the
company to reinvest proceeds in expanding their renewable
energy business, with several new wind, solar, and storage
assets acquired during 2022. Financial results reported during
2022 have been good. However, US renewable companies were
weak on higher interest rates, with the company’s A shares held
by PMGR falling by 10.6%.
14
PREMIER MITON GLOBAL RENEWABLES TRUST PLC Annual Report & Accounts 2022
Directors
Gillian Nott OBE – Chairman
Gillian Nott worked for 20 years in the
energy sector including 13 years with
BP. She went on to be CEO of ProShare,
deputy chairman of the Association
of Investment Companies and a non-
executive director of the Financial
Services Authority. She has also sat on
the board of a number of investment and
venture capital trusts. She is currently
Chairman of Gresham House Renewable
Energy VCT 1 PLC and the US Solar
Fund plc. Mrs Nott was appointed as a
non-executive director of the Company
on 1 March 2016 and was appointed
Chairman on 27 July 2018.
Melville Trimble – Chairman of the
Audit Committee
Melville Trimble is a qualified accountant
and a member of the Institute of
Chartered Accountants in England and
Wales, a fellow of the Chartered Institute
of Securities and Investment and has
spent much of his career as a corporate
financier specialising in the financial
sector. Through roles at Cazenove,
Merrill Lynch and PwC, Mr Trimble was
principal corporate adviser to more than
90 investment companies. He has been a
director of three investment companies
and also served on the board of the
Association of Investment Companies
for nine years, including as deputy
chairman for three years, as chair of the
audit committee for eight years and as
a member of their technical committee.
Mr Trimble was appointed non-executive
director of the Company on 25 April 2019.
Victoria Muir – Chairman of the
Remuneration Committee
Victoria Muir is a Chartered Director and
a Fellow of the Institute of Directors. She
is a distribution specialist and has worked
in financial services, with a focus on asset
management, for over 25 years. She was
Global Head of Investor Relations at
BlueBay Asset Management and Head
of Client Account Management at Royal
London Asset Management, where she
held four executive directorships. She
is a non-executive director of Schroder
Income Growth Fund plc and chairman
at Invesco Select Trust plc, as well as
holding chair or non-executive director
roles on other limited companies in
the financial services sector. She was
appointed non-executive director of the
Company on 14 March 2018.
Investment Manager Head of Investment Trusts
James Smith
James joined Premier Miton in June 2012, after spending
fourteen years at Utilico, specialising in the global utilities,
transportation infrastructure, and renewable energy sectors.
During this time he gained extensive experience in both
developed and emerging markets. He was previously a director
at Renewable Energy Holdings PLC and Indian Energy Ltd. James
is a Chartered Accountant and Barrister. James is supported
by Premier Miton’s Global Equity team and the firm’s head of
Responsible Investing.
Claire Long
Claire joined Premier Miton in December 2008, and until the
end of 2019 was co-manager of the Trust. Previously she ran a
UK smaller companies fund at Rothschild Asset Management
after spending four years at Foreign and Colonial where she
covered a range of markets, including the UK and Japan. In
January 2020 she assumed the role of Head of Investment
Trusts at Premier Miton, where she oversees the group’s closed
end funds business. She is an Associate of the CFA UK.
15
Annual Report & Accounts 2022 PREMIER MITON GLOBAL RENEWABLES TRUST PLC
Strategic Report
for the year ended 31 December 2022
The Directors submit to the shareholders their Strategic Report, Directors’ Report and the Audited Financial Statements of the
Company for the year ended 31 December 2022.
Business Model and Strategy
Business and tax status
The Company is an investment trust and its principal activity is portfolio investment. In the opinion of the Directors, the Company
has conducted its affairs during the period under review, and subsequently, so as to maintain its status as an investment trust (see
page 18 for tax description). This allows the Company to obtain an exemption from paying taxes on the profits made from the sale
of its investments. Investment trusts offer a number of other advantages for investors, including access to investment opportunities
that might not be open to private investors and to professional stock selection skills at low cost.
The Company is an investment company as defined in Section 833 of the Companies Act 2006. The Company is not a close company
for taxation purposes.
High income
The full year dividend for 2022 totalled 7.0p (7.0p for 2021) representing a yield of 4.50% on the year end share price.
The chart on page 3 shows the annual dividends paid by the Company over the past five years.
Long term growth in capital value
The asset value of the Company’s portfolio will be heavily influenced by performance of the renewable energy sector, other
sustainable infrastructure sectors and global stock markets.
At a General Meeting held on 9 October 2020, an ordinary resolution was passed to amend and restate the Company’s investment
objective and policy to read as follows:
Investment objective
The investment objectives of the Company are to achieve a high income from, and to realise long term growth in the capital value
of its portfolio. The Company seeks to achieve these objectives by investing principally in equity and equity related securities of
companies operating primarily in the renewable energy sector, as well as other sustainable infrastructure investments.
Investment policy
The investment policy of the Company is that, in normal market conditions, the portfolio of the Company should consist primarily
of a diversified portfolio of equity and equity-related securities of companies operating in the renewable energy sector, as well as
other sustainable infrastructure investments. There are no restrictions on the proportion of the portfolio of the Company which
may be invested in any one geographical area or asset class. The Company may also invest in investment companies provided they
themselves invest in renewable energy and other sustainable infrastructure, subject to the investment restrictions below.
There are no borrowings under financial instruments or the equivalent of financial instruments but investors should be aware of the
gearing effect of ZDP shares within the Group’s capital structure. The Company’s policy is not to employ any gearing through long
term bank borrowing. The Group can, however, employ gearing through the issue of ZDP shares by PMGR Securities 2025 PLC. The
Group is not subject to a maximum level of such gearing save that the number of ZDP shares that may be issued is limited by the
applicable cover test in respect of those ZDP shares.
The Company will not:
(a) invest more than 15 per cent. of the Company’s assets, at the time of acquisition, in securities issued by any investee company;
(b) invest more than 10 per cent., in aggregate, of the value of its gross assets at the time the investment is made in other listed
closed-ended funds, provided that this restriction does not apply to investments in any such closed-ended funds which
themselves have stated investment policies to invest no more than 15 per cent. of their total assets in other listed closed-ended
funds;
16
PREMIER MITON GLOBAL RENEWABLES TRUST PLC Annual Report & Accounts 2022
(c) invest more than 15 per cent. of its gross assets in listed closed-ended funds, except that this restriction will not apply to listed
closed-ended funds that invest predominantly in physical assets;
(d) invest in open ended collective investment schemes, except that this restriction will not apply to exchange traded funds, open
ended money market funds or other funds investing exclusively in shortdated fixed income securities;
(e) invest more than 15 per cent. of its gross assets in unquoted securities;
(f ) expose more than 20 per cent. of its gross assets to the creditworthiness or solvency of any one counterparty (including the
counterparty’s subsidiaries or affiliates);
(g) invest in physical commodities;
(h) cross-finance between the businesses forming part of its investment portfolio including provision of undertakings or security
for borrowings by such businesses for the benefit of another;
(i) operate common treasury functions as between the Company and an investee company; or
(j) conduct any significant trading activity.
In addition to the above restriction on investment in a single company the Board seeks to achieve a spread of risk in the portfolio
through monitoring the country and sector weightings of the portfolio.
There will be a minimum of twenty stocks in the portfolio.
The Directors meet with the Investment Manager regularly to discuss the portfolio. The Investment Manager prepares monthly
investment updates for the Directors’ consideration, together with other ad-hoc reports as requested by the Board.
Viability statement
The Directors have assessed the viability of the Company over a three year period, taking into account the Company’s position at
31 December 2022.
A period of three years has been chosen for the purposes of the assessment of viability as the Board believes that this reflects a
suitable time horizon for reviewing the Company’s circumstances and strategy, taking into account the investment policy, liquidity
of investments, potential impact of economic cycles, nature of operating costs, dividends and the availability of funding. In its
assessment of the viability of the Company, the Directors have carried out a robust assessment of the Company’s emerging and
principal risks detailed on pages 18 to 20 and in particular:
(i) The potential for a fall in value of the investment portfolio.
(ii) Potential changes in either the Company’s investment or operating environment.
(iii) The Company’s ability to represent an attractive investment, including the potential for Company’s shares to trade at a level
close to Net Asset Value, to pay an attractive level of dividend, and maintain acceptable levels of Gearing and Zero Dividend
Preference Share Cover.
(iv) The operational resilience of service providers and their ability to fulfil their obligations to the Company as many shift from the
working from home model whilst lockdown measures applied, to more hybrid operations.
Strategic Report continued
17
Annual Report & Accounts 2022 PREMIER MITON GLOBAL RENEWABLES TRUST PLC
(v) The Board is conscious that there will be a ZDP maturity and a continuation vote in 2025. Therefore, testing calculations
performed by the Fund Manager illustrating the effects on Gearing and Zero Dividend Preference Share Cover given specified
reductions in value of the portfolio included:
a) the Company’s ability to repay the final capital entitlement of the ZDP Shares on 28 November 2025;
b) the potential for a fall in the value of the investment portfolio; and
c) the impact on the Company should the shareholders vote not to pass the continuation vote scheduled to take place at the
2025 annual general meeting of the Company, which would oblige the Directors to follow the provisions in the Articles
of Association and put forward proposals to the effect that the Company would be wound up, liquidated, reorganised,
unitised or to find some other suitable solution that would be satisfactory to the shareholders.
The Directors also considered the Company’s income and expenditure projections and took into account the fact that the Company’s
investments principally comprise liquid securities listed on recognised stock exchanges.
Based on the assessment undertaken as outlined above, the Directors confirm that they have a reasonable expectation that the
Company will be able to continue in operation and to meet its liabilities as they fall due over the three year period to December 2025.
Return per share – basic
Total return per Ordinary Share is based on the net total loss on ordinary activities after taxation of £4,589,000 (31 December 2021:
net total gain £8,216,000).
These calculations are based on the weighted average number of 18,238,480 Ordinary Shares in issue during the year to 31 December
2022 (2021: 18,202,903).
The return per Ordinary Share can be further analysed between revenue and capital as below:
Year ended
31 December
2022
Pence per
Ordinary Share
Year ended
31 December
2022
£000
Year ended
31 December
2021
Pence per
Ordinary Share
Year ended
31 December
2021
£000
Net revenue return 7. 29p 1,330 7.43p 1,352
Net capital (loss)/gain (32.45p) (5,919) 37.71p 6,864
Net total (loss)/gain (25.16p) (4,589) 45.14p 8,216
The basic returns per share are equivalent to the fully diluted returns per share. Full details can be found in note 18 on page 68.
Dividends
The following dividends were paid during the year:
Payment date
Dividend pence
(net per share)
Fourth Interim for the year ended 31 December 2021 31 March 2022 1.75p
First Interim for the year ended 31 December 2022 30 June 2022 1.75p
Second Interim for the year ended 31 December 2022 30 September 2022 1.75p
Third Interim for the year ended 31 December 2022 31 December 2022 1.75p
Strategic Report continued
18
PREMIER MITON GLOBAL RENEWABLES TRUST PLC Annual Report & Accounts 2022
Subsequent to the year end but in respect of the year ended 31 December 2022 the Directors have declared a fourth interim dividend
of 1.75p, payable on 31 March 2023 to members on the register at the close of business on 10 March 2023. The shares will be marked
ex-dividend on 9 March 2023. This dividend relates to the year ended 31 December 2022 but in accordance with International Financial
Reporting Standards, it is recognised in the period in which it is paid. Further dividend details can be found in note 7 on page 63.
Net asset value
The net asset value per Ordinary Share, including revenue reserve, at 31 December 2022 was 178.44p based on net assets as at
31 December 2022 of £32,545,000 divided by number of Ordinary Shares in issue of 18,238,480 (31 December 2021: 210.60p). The
net asset value of a ZDP Share at 31 December 2022 was 110.71p based on the accrued capital entitlement as at 31 December 2022
of £15,740,000 divided by the number of ZDP shares in issue of 14,217,339.
Alternative Investment Fund Management Directive (“AIFMD”)
The Company appointed Premier Portfolio Managers Limited (“PPM”) to act as its Alternative Investment Fund Manager (“AIFM”)
pursuant to an Alternative Investment Fund Management Agreement entered into by the Company and the AIFM on 20 January
2015 (the “AIFM Agreement”) as amended and restated from time to time.
The Company and PPM also entered into a depositary agreement with Northern Trust Investor Services Limited (“NTISL”) pursuant
to which NTISL was appointed as the Company’s depositary for the purposes of AIFMD. Details of the change in depositary can be
found on page 26.
In accordance with AIFMD regulations the Company has published a pre investment disclosure document which can be found on
the Company’s area on Premier Miton’s website at: www.globalrenewablestrust.com.
PRIIPs KIDs
The Company has published a Key Information Document (“KID”) in compliance with the Packaged Retail and Insurance-based
Investment Products (“PRIIPs”) Regulation. KIDs for the Ordinary and the ZDP Shares can be found on the Company’s area on
Premier Miton’s website at: www.globalrenewablestrust.com.
The Company is not responsible for the information contained in the KID. The process for calculating the costs, and narrative
information on performance are prescribed by regulation.
Foreign Account Tax Compliance Act (“FATCA“)
The Company has registered with the US Internal Revenue Service as a Reporting Financial Institution under the FATCA legislation.
Investment trust tax status
The Company has been approved by HM Revenue & Customs (“HMRC”) as an investment trust in accordance with Sections 1158
and 1159 of The Corporation Tax Act 2010, subject to the Company continuing to meet the eligibility conditions. In the opinion of
the Directors, the Company has conducted its affairs during the period under review, and subsequently, so as to maintain its status
as an investment trust and satisfy the conditions for continued approval.
Principal and emerging risks associated with the Company
Structure of the Group and gearing
The Board, in conjunction with the Audit Committee, undertakes a robust assessment and review of the principal risks facing the
Company, together with a review of any new and emerging risks which may have arisen during the year. These risks are formalised
within the Company’s risk register. Information regarding the Company’s internal control and risk management procedures can be
found in the Corporate Governance Statement on page 36.
The principal financial risks and the Company’s policies for managing these risks, and the policy and practice with regard to the
portfolio are summarised in note 21 to the financial statements.
Strategic Report continued
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Annual Report & Accounts 2022 PREMIER MITON GLOBAL RENEWABLES TRUST PLC
Listed below is a summary of the principal and emerging risks identified by the Board and actions taken to mitigate those risks.
The Ordinary Shares issued by the Company and the ZDP Shares issued by its subsidiary, PMGR Securities 2025 PLC have different
characteristics. Returns generated by the Company’s underlying portfolio are apportioned in accordance with the respective
entitlements of each class of share. As the Ordinary Shares and ZDP Shares have different rights both during the life of the Company
and on a winding-up, shareholders and prospective investors are advised to give careful consideration to their choice of class or
classes of share (see page 1 for details of these entitlements).
The Company employs no gearing in the form of bank loans or bonds. The Ordinary Shares are geared by the prior ranking
entitlement ZDP Shares issued by its subsidiary.
Dividend levels
Dividends paid on the Company’s Ordinary Shares principally rely on receipt of dividends and interest payments from the securities
in which the Company invests. The Board monitors the income of the Company and reviews an income forecast for the current
financial year at its regular quarterly Board meetings.
Currency risk
The Company invests in overseas securities and its assets are therefore subject to currency exchange rate fluctuations. The Company
may hedge against foreign currency movements affecting the value of the investment portfolio where adverse movements are
anticipated but otherwise takes account of this risk when making investment decisions.
Liquidity risk
The Company invests principally in liquid securities listed on recognised stock exchanges. The Company may invest up to 15% of its
gross assets in unquoted securities. These securities may have limited liquidity and be difficult to realise. The investment limits set
are monitored at each Board meeting. The Company held no unquoted securities in the portfolio during the year.
Market price risk
Since the Company invests in financial instruments, market price risk is inherent in these investments. In order to minimise this risk,
a detailed analysis of the risk/reward relationship of each investee company is undertaken by the Investment Manager. The Board
regularly reviews reports on the portfolio produced by the Investment Manager. The Investment Manager has the ability to utilise
financial derivatives for efficient portfolio management purposes.
Discount volatility
Being a closed-ended company, the Company’s shares may trade at a premium or discount to their net asset value. The magnitude
of this premium or discount fluctuates daily and can vary significantly. Thus, for a given period of time, it is possible that the market
price could decrease despite an increase in the net asset value of the Company’s shares. The Directors review the discount levels
regularly. The Investment Manager actively communicates with the Company’s major shareholders and potential new investors,
with the aim of managing discount levels.
Operational
Like most other investment trust companies, the Company has no employees. The Company therefore relies upon the services
provided by third parties and is dependent on the control systems of the Investment Manager and the Company’s other service
providers. The security, for example, of the Company’s assets, dealing procedures, accounting records and maintenance of regulatory
and legal requirements, depend on the effective operation of these systems. The Board reviews, at least annually, the performance
of all the Company’s third party service providers, as well as reviewing service providers’ anti-bribery and corruption policies to
address the provision of the Bribery Act 2010. The Board and Audit Committee regularly review statements on internal controls and
procedures provided by Premier Fund Managers Ltd and other third parties and also subject the books and records of the Company
to an annual external audit.
Accounting, legal and regulatory
In order to continue to qualify as an investment trust, the Company must comply with Section 1158 of the Corporation Tax Act
2010. A breach of Section 1158 could lead to the Company being subject to capital gains tax on gains within the Company’s
portfolio. Section 1158 qualification criteria are continually monitored by the Investment Manager and the results reported to the
Board at its regular meetings. The Company must also comply with the Companies Act, the Listing Rules and the Market Abuse
Regulation. The Board relies on the services of the administrator, Premier Portfolio Managers Limited and its professional advisers
to ensure compliance with the Companies Act and the Listing Rules. The Company is also required to comply with the AIFMD and
has appointed Premier Portfolio Managers Limited (“PPM”) as its Alternative Investment Fund Manager and PPM is responsible for
ensuring compliance with the AIFMD (see page 18).
Strategic Report continued
20
PREMIER MITON GLOBAL RENEWABLES TRUST PLC Annual Report & Accounts 2022
Political and regulatory risk
The Company invests in regulated businesses which may be subject to political or regulatory interference, and may be required
to set pricing levels, or take investment decisions, for political rather than commercial reasons. In some less developed economies,
including those in which the Company invests, there are increased political and economic risks as compared to more developed
economies. These risks include the possibility of various forms of punitive government intervention together with reduced levels of
regulation, higher brokerage commissions, less reliable settlement and custody practices, higher market volatility and less reliable
financial reporting. Such factors are out of the control of the Board and the Investment Manager, and the Board monitors the
performance of its investments at each Board meeting.
Geopolitical risk
The Company operates across global equity markets, and may be subject to adverse effects resulting from war, political disputes,
sanctions, and banking restrictions. These may lead to adverse movements in commodity prices, confiscation of assets, and
restrictions on the movement of capital. Most of these risks are outside the control of the Board, but care is taken to avoid investment
in countries where such risks are more likely to occur.
Commodity price risk
The Company invests in businesses that have material exposures to energy commodity markets, which can be volatile and difficult
to predict. The most significant exposure is to wholesale electricity prices, which in turn is heavily influenced by the wholesale price
of fossil fuels including gas and coal plus other volatile markets such as that for carbon emission certificates.
Interest rate risk
Movements in interest rates can have a significant impact on the valuation levels of securities held by the company, including both
equity and fixed income investments. In addition, higher interest rates, by increasing the financial costs of the businesses in which
the Company invests, may act to reduce the profitability of the companies held within the portfolio, and in turn the price of their
issued securities.
Climate risk
Climate change has the potential to affect weather patterns and may have an adverse impact on renewable energy production
from hydro and wind plants in particular. Higher temperatures may have other, as yet unforeseen, negative consequence on the
operations of portfolio companies.
Directors’ duties - s172 statement
The Directors’ overarching duty is to act in good faith and in a way that is the most likely to promote the success of the Company
as set out in Section 172 of the Companies Act 2006. In doing so, the Directors must take into consideration the interests of the
various stakeholders of the Company, the impact the Company has on the community and the environment, take a long term view
on consequences of the decisions they make as well as aim to maintain a reputation for high standards of business conduct and
fair treatment between the members of the Company.
Fulfilling this duty helps to ensure that all decisions are made in a responsible and sustainable way. In accordance with the
requirements of the Companies (Miscellaneous Reporting) Regulations 2018, the Company explains how the Directors have
discharged their duty under Section 172 below.
To ensure that the Directors are aware of, and understand, their duties they are provided with the pertinent information when they
first join the Board as well as receive regular and ongoing updates and training on the relevant matters. They also have continued
access to the advice and services of the Company Secretary, and when deemed necessary, the Directors can seek independent
professional advice.
As well as the Terms of Reference of its committees, the Schedule of Matters Reserved for the Board are reviewed on at least an
annual basis and further describe the Directors’ responsibilities and obligations and include any statutory and regulatory duties. The
Audit Committee has the responsibility for the ongoing review of the Company’s risk management systems and internal controls
and, to the extent that they are applicable, risks related to the matters set out in Section 172 are included in the Company’s risk
register and are subject to periodic and regular reviews and monitoring.
Strategic Report continued
Strategic Report continued
21
Annual Report & Accounts 2022 PREMIER MITON GLOBAL RENEWABLES TRUST PLC
Shareholders Communication with shareholders is given a high priority by both the Board and the Investment Manager
and all Directors are available to enter into dialogue with shareholders. Continued shareholder support
and engagement are critical to existence of the business and the delivery of the long term strategy of
the business.
The Company understands the need to effectively communicate with existing and potential shareholders,
briefing them on strategic and financial progress and obtaining feedback. The Board is committed to
understanding the Company’s shareholder’s needs and current trends, maintaining open channels of
communication, and to engage with shareholders in a manner which they find most meaningful, in order
to gain an understanding of the views of shareholders. Most of the contact with shareholders is with the
Investment Manager and the Company’s Broker, and the Investment Manager met with all the Company’s
major shareholders during the year, together with other investors not owning shares in the Company. The
Board receives regular reports about such meetings and any issues raised are considered carefully.
The Board engagement includes:
• Annual General Meeting
The Company welcomes engagement from shareholders at the AGM as it sees it as an important
opportunity for all shareholders to engage directly with the Board and the Investment Manager. The
Company will hold its AGM on 26 April 2023 at the offices of Stephenson Harwood LLP, in London. For
further details please refer to the Notice of the AGM set out from page 85.
The Board values any feedback and questions it may receive from shareholders ahead of, and during,
the AGM and will take action or make changes, when and as appropriate. Where possible, all directors
will attend the AGM. All voting at general meetings of the Company is conducted by way of a poll. All
shareholders have the opportunity to cast their votes in respect of proposed resolutions by proxy, either
electronically or by post. Following the AGM, the voting results for each resolution are published and
made available on the Company’s website.
Decision-making
The importance of the stakeholder considerations, in particular in the context of decision-making, is taken into account at every
Board and Committee meeting. Meeting papers include a table setting out Section 172 factors and relevant information relating
to them, and the Chair ensures decision-making is sufficiently informed by Section 172 factors. All discussions involve careful
consideration of the longer-term consequences of any decisions and their implications for stakeholders to ensure that any decision
will promote the long term success of the Company whether this is in relation to new investment opportunities, future fundraisings
or dividends. By way of illustration, principal decisions made by the Board in 2022 related to:
• The appointment of a new Broker.
• A review of Company’s performance against the S&P Global Clean Energy Index and increased volatility in the economic market.
• A review of regulatory changes leading to amendments to the Company’s Key Information Document covering the Company’s
Packaged Retail and Insurance-based Investment Products (PRIIPs) pursuant to the Financial Conduct Authority’s (“FCA”)
introduction to the PRIIP’s UK Regulation for corporate boards, and the Company’s implementation plan pursuant to the FCA’s
new Consumer Duty.
• A review of the Board’s long term succession planning.
• The liquidation of the Company’s subsidiary, PGIT Securities 2020 PLC, and
• The dividend for the financial year 2022.
Stakeholders
The Board seeks to understand the needs and priorities of the Company’s stakeholders, and these are considered during all its
discussions and as part of its decision-making. As the Company is an externally managed investment company it does not have any
employees or customers, nor does it have a direct impact on the community or environment in the conventional sense. Further
explanation on environmental, social and governance issues can be found on pages 24 and 25. The Board has considered which
parties should be deemed to be the Company’s stakeholders and the section below sets out these key stakeholders and why
they are considered of importance to the Company together with the actions taken to ensure that their interests are accounted
for appropriately.
22
PREMIER MITON GLOBAL RENEWABLES TRUST PLC Annual Report & Accounts 2022
Strategic Report continued
Shareholders
continued
• Publications
The Annual Report and Half-Yearly results are made available on the Company’s website and the Annual
Report is circulated to those shareholders who have opted-in to receive hard copies. These reports
provide shareholders with a clear understanding of the underlying portfolio and the financial position of
the Company. The Company also publishes a monthly factsheet and portfolio update which are available
on the website and the publication of which is announced via the London Stock Exchange. The monthly
factsheet contains details on investment performance, both within the month and historic, together
with the Investment Manager’s commentary on performance and events for the month.
• Shareholder concerns
In the event shareholders wish to raise issues or concerns with the Directors, they are welcome to do so
at any time by writing to the Chairman at the registered office. The Company always responds to letters
from individual shareholders. Other members of the Board are also available to shareholders if they have
concerns that have not been addressed through the normal channels. Feedback can also be given via
the Company’s corporate brokers, which is communicated to the Board and Investment Manager.
• Working with external partners
The Investment Manager and the Company’s Broker maintain an active dialogue with shareholders and
potential investors at scheduled meetings or analyst briefings particularly following financial results and
provide the Board with regular reports and feedback on key market issues and shareholder concerns.
This includes market dynamics and corporate perception.
The Investment
Manager
The Investment Manager’s performance is critical for the Company to successfully deliver its investment
strategy and meet its objective to achieve high income from, and to realise long term growth in the capital
value of its portfolio.
Maintaining a close and constructive working relationship with the Investment Manager is crucial as the
Board and the Investment Manager both aim to continue to achieve consistent, long term returns in line
with its investment objective. Important components in the collaboration with the Investment Manager,
representative of the Company’s culture are:
• Encouraging open discussion with the Investment Manager;
• Adopting a tone of constructive challenge when appropriate;
• Drawing on Board Members’ individual experience and knowledge to support the Investment Manager
in its monitoring of the portfolio; and
• That the Board and the Investment Manager should act within the agreed investment restrictions and
risk appetite statement and not seek to add further investment risk.
The Company
Secretary;
the Registrar;
the Auditor;
the Broker
the Investment
Manager;
the Fund
Administrator;
the Custodian;
and
the Depositary
In order to function as an investment trust the Company relies on a diverse range of advisors for support
with meeting all relevant legal and regulatory obligations. Advisor contact details can be found on
page 91.
• Company Secretary – Link Company Matters Limited;
• Registrar – Link Group;
• Auditor – KPMG LLP;
• Broker – finnCap Limited;
• Investment Manager – Premier Fund Managers Limited;
• Fund Administrator – Premier Portfolio Managers Limited;
• Custodian – The Northern Trust Company; and
• Depositary – Northern Trust Investor Services Limited.
23
Annual Report & Accounts 2022 PREMIER MITON GLOBAL RENEWABLES TRUST PLC
Strategic Report continued
Culture
The Directors are of the opinion that establishing and maintaining a healthy corporate culture amongst the Board and in its
interaction with the Investment Manager, shareholders and other stakeholders will support the delivery of its purpose, values and
strategy. The Board seeks to promote a culture of openness, transparency and integrity through ongoing dialogue and engagement
with its stakeholders, principally the Investment Manager.
The Board strives to ensure that its culture is in line with the Company’s purpose, values and strategy and will consider this through
its annual evaluation processes. There are also policies and procedures in place to assist with maintaining a culture of good
governance that include those relating to Directors’ dealings in the Company’s Shares, conflicts of interest and bribery.
The Board seeks to appoint appropriate third-party service providers and evaluates their services on a regular basis as described on
page 22. Their ongoing appointments are not only reflective of their performance by reference to their contractual and service level
obligations, but also take into account the extent to which their individual corporate cultures align with those of the Company. The
Board considers the culture of the Investment Manager and other stakeholders, including their policies, practices and behaviour,
through regular reporting from these stakeholders and in particular during the annual review of the performance and continuing
appointment of all service providers.
Key performance indicators
The Company’s Directors meet regularly to review the performance of the Company and its shares. The key performance indicators
(“KPIs”) used to measure the progress and performance of the Company over time are as follows:
1) The performance against a set of reference points. The Investment Manager’s performance is not assessed against a formal benchmark
but rather against a set of reference points which are more general in nature and intended to be representative of the broad
spread of assets in which the portfolio invests. These references include the Company’s performance benchmark index, the S&P
Global Clean Energy Index, (see Company Highlights on page 2). Internally, and not published within this report, performance is
also measured against other global, regional, and sector based indices.
2) The performance against the peer group. The assessment of the Investment Manager’s performance against companies which
invest in similar, but not necessarily the same, securities allows the Board to evaluate the effectiveness of the Company’s
investment strategy. This is an internal review only, and not published within this report.
3) The performance of the Company at the gross asset level. This shows how the assets attributable to shareholders as a whole
have performed (see Company Highlights Total Assets Total Return).
4) The performance of the Ordinary Shares, both in terms of share price total return (i.e. accounting for dividends received) and in terms
of net asset value total return. The share price performance is the measure of the return that shareholders have actually received
and will reflect the impact of widening or narrowing of discounts to NAV (see graphs on page 3).
5) Ongoing charges. The annualised ongoing charges figure for the year was 1.70% (2021: 1.65%). This figure represents the annual
percentage reduction in total assets total return as a result of recurring operational expenses charged against both income and
capital, and excludes the finance costs associated with ZDPs accrued capital entitlement.
The Board reviews each year an analysis of the Company’s ongoing charges figure and a comparison with its peers. The Company
also calculates summary cost indicators for publication in the KID, available on the Company’s website.
The Board maintains regular contact with its key external providers, primarily at Board and committee
meetings, as well as through the Investment Manager from its own interactions with the external
providers outside of the regular meeting cycle. In addition, the Management Engagement Committee
is tasked with periodic reviews of the external service providers, assessing their performance, fees, and
continuing appointment at least annually to ensure that the key service providers continue to function at
an acceptable level and are appropriately remunerated to deliver the levels of service required of them.
Regulators The Company operates in accordance with laws and regulations issued by relevant regulators, authorities,
and government agencies, including the London Stock Exchange, the Financial Conduct Authority, the
Financial Reporting Council and HMRC, who have a legitimate interest in how the Group operates in the
market and treats its shareholders. We have an open and transparent relationship with all such authorities.
The Group regularly considers how it meets various regulatory and statutory obligations and follows
voluntary and best-practice guidance, and how any governance decisions it makes can have an impact
on its stakeholders, both in the shorter and in the longer-term.
24
PREMIER MITON GLOBAL RENEWABLES TRUST PLC Annual Report & Accounts 2022
Strategic Report continued
All of these areas were examined throughout the year and the table below summarises the key indicators:
As at or year to: As at or year to:
31 December 31 December
2022 2021 % change
Total Return Performance
Total Assets Total Return
1#
(7. 3%) 19.8%
S&P Global Clean Energy Index
2
(GBP) 6.6% (22.5%)
Ongoing charges
3#
1.70% 1.65%
Ordinary Share Performance
Net Asset Value per Ordinary Share (cum income)
4#
178.44p 210.60p (15.3%)
Revenue return per Ordinary Share 7. 29p 7.43p (1.9%)
Net dividends declared per Ordinary Share 7.00 p 7.0 0p 0.0%
Discount to Net Asset Value
#
(12.9%) (6.7%)
#
Alternative Performance Measure (“APM”). See Glossary of Terms for definitions and Alternative Performance Measures on pages 76 to 80.
1.
Source: PFM Limited. Based on opening and closing total assets plus dividends marked “ex-dividend” within the period.
2.
Source: Bloomberg.
3.
Ongoing charges have been based on the Company’s management fees and other operating expenses as a percentage of average gross assets less current
liabilities over the year (excluding the ZDPs accrued capital entitlement).
4.
Articles of Association basis.
Future prospects
The Board’s main focus is the achievement of a high income from the portfolio together with the generation of long term capital
growth. The future of the Company is dependent upon the success of the investment strategy. The investment outlook and future
developments of the Company are discussed in both the Chairman’s statement on pages 4 to 6 and the Investment Manager’s
report on pages 7 to 10.
Board diversity policy
The Nomination Committee considers diversity, including the balance of skills, knowledge, including gender and experience,
amongst other factors when reviewing the composition of the Board and appointing new directors. The Board is an enthusiastic
supporter of diversity in its composition, recognising that it brings additional benefits to the Company and its stakeholders beyond
specialist skills, knowledge, experience, backgrounds and perspectives. As a result, the Board’s views on diversity principles are
aligned with those expressed in the Hampton-Alexander Review regarding the proportion of women on boards and also the Parker
Review about ethnic representation on boards, amongst other published commentaries. The Nomination Committee and the
Board is also cognisant of the board diversity targets as set out in the Financial Conduct Authority’s Listing Rules, against which the
Company will begin reporting for the year ending 31 December 2023. However, as at the date of this Report, the Board has met the
recommended targets of 40% female representation and at least one senior board position being held by a female.
It is the intention of the Board to work towards enhancement of its diversity alongside the maintenance of key skillsets
proportionate to the size of the Company and developments in this area will be reported to stakeholders periodically. Any future
Board appointments will be made on the basis of merit against the specific criteria for the role being offered and there will be no
discrimination on the grounds of gender, race, ethnic or national origins, religion, sexual orientation, age or disabilities. As at the
end of 2022, the Board comprised two female non-executive directors and one male non-executive director. The Company has no
employees.
Environmental, social and governance (“ESG”) issues
The Company has no employees, property or activities other than investments, so its direct environmental impact is minimal. In
carrying out its activities and in its relationships with service providers and their employees, the Company aims to conduct itself
responsibly, ethically and fairly. Under Listing Rule 15.4.29(R), the Company, as a closed-ended investment fund, is exempt from
complying with the Task Force on Climate-related Financial Disclosures.
25
Annual Report & Accounts 2022 PREMIER MITON GLOBAL RENEWABLES TRUST PLC
Strategic Report continued
United Nations Sustainable Development Goals
The Company invests primarily in companies operating renewable energy assets, or facilitating the delivery of renewable
energy to customers. As such its portfolio is primarily exposed to those companies which aim to address the following
Sustainable Development Goals, as adopted by the United Nations:
• Affordable and clean energy:
Ensure access to affordable, reliable, sustainable and modern energy for all.
• Industry, innovation and infrastructure:
Build resilient infrastructure, promote inclusive and sustainable industrialisation and foster innovation.
• Climate Action:
Take urgent action to combat climate change and its impacts.
London Stock Exchange Green Economy Mark
In January 2021 the Company received the London Stock Exchange’s Green Economy Mark, a classification which is
awarded to companies and funds that are driving the global green economy. To qualify for the Green Economy Mark,
companies and funds must generate at least 50% of their total annual revenues from products and services that contribute
to the global green economy.
Principles for Responsible Investment
The Investment Manager integrates Governance and Social responsibility into its investment
process, and actively engages with investee companies in order deliver improved outcomes for
all stakeholders. The Investment Manager has a dedicated team which assesses the relevant ESG
metrics across all investments held by the Investment Manager. Given the nature of the Company’s portfolio, environmental performance
is given particular emphasis. The Fund Manager takes an active approach to voting on company resolutions at annual general meetings
of investee companies. Premier Miton is a signatory to the Principles for Responsible Investment, an organisation which encourages and
supports its signatories to incorporate environmental, social, and governance factors into their investment and ownership decisions.
Prevention of the facilitation of tax evasion
In response to the implementation of the Criminal Finances Act 2017, the Board has adopted a zero-tolerance approach to the criminal
facilitation of tax evasion. Accordingly, it expressly prohibits any Director, suppliers, agents, or third parties, when acting on behalf of the
Company, to facilitate tax evasion on behalf of the Company.
Social, community and human rights
The Company does not have any specific policies on social, community or human rights issues as it is an investment company which does
not have any physical assets, property, employees or operations of its own.
For and on behalf of the Board
Gillian Nott
OBE
Chairman
14 March 2023
The Directors present their Report together with the audited Financial Statements of the Company for the year ended 31 December
2022.
Disclosures incorporated by reference
For the purposes of compliance with Disclosure Guidance and Transparency Rules (‘DTR’) DTR 4.1.5 R (2) and DTR 4.1.8 R, the required
content of the ‘Management Report’ can be found in the Strategic Report and this Directors’ Report. The following disclosures
required to be included in this Directors’ Report have been incorporated by way of reference to other sections of this report and
should be read in conjunction with this report:
• Corporate Governance Statement – refer to pages 34 to 37 of this report;
• Strategy and relevant future developments – refer to the Chairman’s Statement on pages 4 to 6, the Investment Manager’s Report
on pages 7 to 10 and pages 15 to 25 of the Strategic Report; and
• Financial risk management objectives and policies – the Company invests in financial instruments which are valued at fair
value. An analysis of the portfolio is provided in note 8 on page 64. Further information about financial instruments and capital
disclosures is provided in note 21 on pages 69 to 75.
Investment management and administration
Premier Portfolio Managers Limited (“PPM” or the “Investment Manager”) was appointed as the Company’s AIFM, pursuant to
an Alternative Investment Fund Management Agreement with effect from 20 January 2015 and has delegated the portfolio
management of the Company’s portfolio of assets to PFM Limited. The Company and Investment Manager entered into a restated
Investment Management Agreement on 25 January 2019. The agreement was again amended and restated on 21 June 2021.
Under the Investment Management Agreement, the Investment Manager is entitled to receive a management fee of 0.0625% per
calendar month, exclusive of VAT or any similar tax, of the Company’s gross assets. Assets invested in other funds or companies
managed or advised by the Investment Manager or its subsidiaries are disregarded. The Investment Management Agreement is
terminable by either party on six months’ notice. No additional fee is payable to PPM in respect of its appointment as AIFM.
The Investment Manager is a subsidiary of Premier Miton Group plc and is authorised and regulated by the Financial Conduct Authority.
Appointment of the Manager
The Board considers the arrangements for the provision of investment management services to the Company on an ongoing basis
and a formal review is conducted annually. As part of the annual review the Board considered the quality and continuity of the
personnel assigned to handle the Company’s affairs, the investment process and the results achieved to date.
The Board has concluded that the continuing appointment of the Investment Manager as AIFM, and the delegation of investment
management services to the Investment Manager on the terms disclosed above, is in the interests of shareholders as a whole given
their expertise and track record in the sector.
Depositary and Custodian
The Company is required under the AIFMD to appoint an AIFMD compliant depositary. In November 2021, Northern Trust Investor
Services Limited (“NTISL”) was appointed as the Company’s trustee and depositary. Previously, the depositary of the Company was
Northern Trust Global Services SE, UK branch, however as a consequence of the UK exit from the European Union, the trustee and
depositary services were transferred to NTISL as a UK incorporated entity, in accordance with the rules of the Financial Conduct
Authority (“FCA”).
Custody services in respect of the Company’s assets are provided by The Northern Trust Company.
Registrar
The Company has appointed Link Group as its Registrar (the “Registrar”). The principal duty of the Registrar is the maintenance of
the register of shareholders (including registering transfers). It also provides services in relation to any corporate actions, dividend
administration, shareholder documentation, the Common Reporting Standard and the Foreign Account Tax Compliance Act.
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PREMIER MITON GLOBAL RENEWABLES TRUST PLC Annual Report & Accounts 2022
Directors’ Report
for the year ended 31 December 2022
27
Annual Report & Accounts 2022 PREMIER MITON GLOBAL RENEWABLES TRUST PLC
Directors’ Report continued
The Registrar receives a fee for the maintenance of the register calculated on the number of holders on the register at any time
during each month and the number of transfers in that period, plus disbursements and VAT. Fees in respect of corporate actions
and other services are negotiated on an arising basis.
Company Secretary
Link Company Matters Limited was appointed as the Company Secretary with effect from 29 July 2020, in place of Premier Portfolio
Managers Limited, under the terms of a Company Secretarial Services Agreement dated 1 June 2020. The Agreement is terminable
after the initial one-year period, subject to a minimum notice period of six months.
Administrator
Certain administrative functions have been delegated to Northern Trust Global Services SE by Premier Portfolio Managers Limited
for which Northern Trust Global Services SE receives a fee for its services.
Directors
The Directors of the Company as at 31 December 2022 are listed below and on page 14 together with their biographies. Details
of their interests in the Ordinary Shares of the Company are set out in the Directors’ Remuneration Report on page 38. All of
the Directors are non-executive and have served throughout the year under review and up to the date of signing the financial
statements.
Gillian Nott OBE – Chair of the Board, the Nomination Committee and the Management Engagement Committee
Melville Trimble – Chair of the Audit Committee
Victoria Muir – Chair of the Remuneration Committee
None of the Directors, nor any persons connected with them, had a material interest in any of the Company’s transactions,
arrangements, or agreements during the year. None of the Directors has, or has had, any interest in any transaction which is, or was,
unusual in its nature or conditions or significant to the business of the Company, and which was affected by the Company during
the current financial year.
The Board has resolved that all the Directors should be subject to re-election on an annual basis. Accordingly, all the Directors who
held office throughout the year will offer themselves for re-election at the Annual General Meeting. The Board has considered the
positions of the retiring Directors as part of the annual evaluation process and believes that it would be in the Company’s best
interests for the Directors to be proposed for re-election at the forthcoming Annual General Meeting, given their material level of
contribution and commitment to the role.
Having considered the Directors’ performance within the annual Board performance evaluation process, further details of which
are provided on page 35, the Board believes that it continues to be effective and the Directors bring extensive knowledge and
commercial experience and demonstrate a range of valuable business, financial and asset management skills. The Board therefore
recommends that shareholders vote in favour of each Director’s proposed re-election.
There were no contracts subsisting during or at the end of the year in which a Director of the Company is or was materially
interested and which is or was significant in relation to the Company’s business. None of the Directors has a service contract with
the Company and no Director is entitled to compensation for loss of office.
Conflicts of interest
The Board has put in place a framework for Directors to report conflicts of interest or potential conflicts of interest which it believes has
worked effectively during the year. All Directors are required to notify the Company Secretary of any situations where they consider
that they have a direct or indirect interest, or duty that would conflict, or possibly conflict, with the interests of the Company. No
such situations, however, have been identified. There remains a continuing obligation to notify the Company Secretary of any new
situation that may arise, or any change to a situation previously notified. The Board reviews all notified situations on a quarterly basis.
Directors’ Remuneration Report
The Directors’ Remuneration Report is set out on pages 38 to 41. An ordinary resolution to approve this report will be proposed to
shareholders at the Company’s forthcoming Annual General Meeting.
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PREMIER MITON GLOBAL RENEWABLES TRUST PLC Annual Report & Accounts 2022
The Company is also required to put the Directors’ remuneration policy to a binding shareholder vote every three years. The
remuneration policy was last put to shareholders at the Annual General Meeting in 2020 and will therefore be put to shareholders
for approval at the forthcoming 2023 Annual General Meeting.
Directors’ and Officers’ Liability Insurance
Directors’ and Officers’ liability insurance cover is maintained by the Company, at its expense, on behalf of the Directors. Under
the Company’s articles of association, the Directors are provided, subject to the provisions of UK legislation, with an indemnity in
respect of liabilities which they may sustain or incur in connection with their appointment. This indemnity was in force during the
year and remains in force as at the date of this report. Apart from this, there are no third-party indemnity provisions in place for
the Directors.
Bribery prevention policy
The provision of bribes of any nature to third parties in order to gain a commercial advantage is prohibited and is a criminal offence.
The Board has a zero-tolerance policy towards bribery and a commitment to carry out business fairly, honestly and openly. The
Board takes its responsibility to prevent bribery by the Company’s Manager on its behalf very seriously and the Investment Manager
has anti-bribery policies and procedures in place. The Company’s other key service providers have also been contacted in respect
of their anti-bribery policies.
Global greenhouse gas emissions for the year ended 31 December 2022
The Company has no greenhouse gas emissions to report from the operations of the Company, nor does it have responsibility for
any other emission producing sources under the Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013.
Modern slavery act
The Company is an investment vehicle and does not provide goods or services in the normal course of its business, or have
customers. Accordingly, the Directors consider that the Company is not within the scope of the Modern Slavery Act 2015.
Substantial shareholdings
The Company has been informed of the following latest notifiable interests in the voting rights of the Company, in accordance with
Disclosure Guidance and Transparency Rule 5.1.2, as at 31 December 2022:
Ordi nary Shares Number of shares
% of total
voting rights
Philip J Milton & Company Plc 1,227,922 6.73
Premier Miton Group Plc 1,200,000 6.63
Between 31 December 2022 and the date of this report, the Company has not been notified, in accordance with Disclosure
Guidance and Transparency Rule 5.1.2, of any additional interests in the voting rights of the Company.
Capital structure
Full details of the Company’s share capital are given in note 14 to the Financial Statements on page 67. Details of the voting rights
in the Company’s Ordinary Shares as at the date of this report are given in note 7 to the Notice of Annual General Meeting.
Ordinary shares
The Ordinary Shares carry the right to receive dividends and have one voting right per Ordinary Share. There are no restrictions on
the voting rights or the transfer of the Ordinary Shares. On a winding-up, they will be entitled to any undistributed revenue reserves
and any surplus assets of the Company after the ZDP Shares’ accrued capital entitlement and payment of all liabilities.
The Zero Dividend Preference Shares are issued by PMGR Securities 2025 PLC, a subsidiary of the Company, and have a final capital
entitlement of 127.6111p per ZDP share on 28 November 2025.
PGIT Securities 2020 PLC was dissolved on 11 November 2022 and the final capital entitlement of 125.6519 pence per ZDP share
was made in respect of those ZDP Shares where valid elections had not been received for new ZDP Shares.
Directors’ Report continued
29
Annual Report & Accounts 2022 PREMIER MITON GLOBAL RENEWABLES TRUST PLC
Directors’ Report continued
There are no shares which carry specific rights with regard to the control of the Company. At 31 December 2022, the Company’s
issued share capital was 18,238,480 Ordinary Shares, including a balance of 1,650,800 Ordinary Shares admitted to the premium
segment of the London Stock Exchange as a block listing on 2 February 2021. During the year under review, no Ordinary Shares
were issued. Any shares to be issued from the block listing will be used to satisfy market demand and no shares will be issued at less
than the prevailing net asset value at the time of the issue.
Going concern
The Directors believe that having considered the Company’s investment objectives (shown on page 1), risk management policies
and procedures on page 36, nature of portfolio and income and expense projections, that the Company has adequate resources, an
appropriate financial structure and suitable management arrangements in place to continue in operational existence for a period
of at least 12 months from the date these financial statements were approved.
Specifically, the Directors have taken into account:
• The shareholder approval at the AGM held in April 2020 to continue the Company’s life until 2025.
• The life of the ZDP Shares to November 2025.
• The reduction in gearing seen since the continuation vote in April 2020, following overall net positive investment performance
and a smaller ZDP shares issue from November 2020.
• That aside from ZDP Shares, the Company has no significant liabilities.
• The Company’s assets consist of readily realisable securities.
• The Company’s operating costs are well covered by revenue income.
• Cash flows are closely matched to income and the company carries no material receivable balances.
• There is no litigation or other disputes outstanding against the Company.
• The Company maintains an adequate cash balance to manage its affairs in an orderly manner. The Portfolio consists of liquid
securities which can be realised to generate additional cash balances if required.
• The Company’s investment policy is to invest in renewable energy and other sustainable infrastructure. The Directors believe this
is a relatively low risk area of equity investment with highly contracted revenue streams and policy support from governments.
• The Company does not have a material exposure to investments in Russia, and holds no investments listed or headquartered in
Russia. The Company may hold investments which may have Russian investments, but these are not of a scale that would have a
material impact on the Company’s portfolio.
In taking these considerations into account, the Directors have also considered potential downside scenarios as set out below:
• A material fall in equity markets caused by increases in interest rates. The Company’s investments may be subject to higher
financial costs and adverse movements in valuation metrics as a result.
• The impact of higher inflation on the ability of investments held to maintain their earnings in real terms.
• The volatility of energy and other relevant commodity prices which may result in changes to revenues in portfolio companies.
For these reasons, the Directors consider that the use of the going concern basis is appropriate.
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PREMIER MITON GLOBAL RENEWABLES TRUST PLC Annual Report & Accounts 2022
Performance
An outline of the performance, market background, investment activity and portfolio strategy during the period under review, as
well as the investment outlook, is provided in the Chairman’s Statement and Investment Manager’s report.
Financial instruments
The Company invests in financial instruments which are valued at fair value. An analysis of the portfolio is provided in note 8 on
page 64. Further information about financial instruments and capital disclosures is provided in note 21 on pages 69 to 75.
Proxy voting as an institutional investor
Responsibility for actively monitoring the activities of companies in which the Company is invested has been delegated by the Board
to the Investment Manager. The Investment Manager is responsible for reviewing, on a regular basis, the annual reports, circulars
and other publications produced by the investee companies. The Investment Manager, in the absence of explicit instructions from
the Board, is empowered to exercise discretion in the use of the Company’s voting rights. Wherever practicable, the Investment
Manager’s policy is to vote all shares held by the Company.
Annual General Meeting
THIS SECTION IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should
take or about the contents of this document, you should immediately consult an independent financial adviser authorised under
the Financial Services and Markets Act 2000 (or in the case of recipients outside the United Kingdom, a stockbroker, bank manager,
solicitor, accountant or other independent financial adviser).
If you have sold or otherwise transferred all of your shares in Premier Miton Global Renewables Trust PLC, please pass this document,
together with the accompanying Form of Proxy, as soon as possible to the purchaser or transferee or to the stockbroker or other
agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
The notice of the Annual General Meeting to be held on 26 April 2023 is set out on pages 85 to 87. Resolutions 1 to 11 will be
proposed as ordinary resolutions and Resolutions 12 to 15 will be proposed as special resolutions.
The following explains the resolutions to be considered at the Meeting:
To receive and adopt the Annual Accounts
The Directors are required to present the annual accounts for the year ended 31 December 2022, together with the strategic report,
Directors’ report and auditor’s report on those accounts, to the meeting. These are contained in the Company’s Annual Report. A
resolution to receive and adopt the annual accounts, together with the strategic report, Directors’ report and auditor’s report is
included as an ordinary resolution.
Approval of the Directors’ Remuneration Report
An advisory resolution to approve the Directors’ remuneration report is included as an ordinary resolution. The Directors’
remuneration report is set out on pages 38 to 41 of the Annual Report.
Approval of the Company’s dividend policy to continue to pay four interim dividends per year
An ordinary resolution to approve the Company’s existing policy to pay four interim dividends per year is proposed to shareholders.
Under the Company’s articles of association, the Board is authorised to approve the payment of interim dividends without the need
for prior approval of the Company’s shareholders.
However, having regard to corporate governance best practice relating to the payment of interim dividends without the approval
of a final annual dividend by a company’s shareholders, the Board has decided to seek express approval from shareholders of its
dividend policy to pay four interim dividends per year. The policy remains unchanged to that disclosed in the Company’s initial
public offering prospectus and confirmed in the most recent prospectus published on 20 April 2016, which states that in the
absence of unforeseeable circumstances, dividends will be paid on the Ordinary Shares quarterly, usually by way of interim dividend
paid in June, September, December and March. Dividends are paid to the extent that they are covered by the income received from
the Company’s underlying investments, less operating and other costs. The distribution of surpluses from realisations of investments
is prohibited by the Articles and such surpluses accrue to the benefit of the Company. The Company retains no more than 15 per
cent. of its income derived from shares and securities in respect of any accounting period.
Directors’ Report continued
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Annual Report & Accounts 2022 PREMIER MITON GLOBAL RENEWABLES TRUST PLC
Directors’ Report continued
Notwithstanding the provisions of the Company’s articles of association, it is the intention of the Board to refrain from authorising any
further interim dividend payments until such time as the Company’s dividend policy is approved by its shareholders. Accordingly,
if Resolution 4 is not passed at the Annual General Meeting, it is the Board’s intention to recommend the declaration of any future
dividends to the Company’s shareholders for approval in a general meeting until such time as an equivalent resolution approving
the Company’s dividend policy is approved by the shareholders.
Re-election of Directors
In accordance with corporate governance best practice, Gill Nott, Melville Trimble and Victoria Muir will stand for re-election to the
Board. The skills and experience of each director, which can be found on page 14 of the Annual Report, demonstrate why their
contribution is, and continues to be, important to the Company’s long term sustainable success.
Reappointment of the Auditors of the Company and Auditor’s remuneration
At each meeting at which the Company’s financial statements are presented to its members, the Company is required to appoint
an auditor to serve until the next such meeting. The Board, on the recommendation of the Audit Committee, recommends the
re-election of KPMG LLP and this will be proposed to the AGM as Resolution 8. Resolution 9 authorises the Audit Committee to
determine the remuneration of KPMG LLP as auditors.
Authority to allot Ordinary Shares
Resolutions 10 and 11, ordinary resolutions as set out in the Notice of AGM, if passed, will renew the Directors’ authority to allot
shares in accordance with statutory pre-emption rights. These resolutions will authorise the Board to allot:
• Ordinary Shares generally and unconditionally in accordance with section 551 of Companies Act 2006 up to an aggregate
nominal value of £18,238.48, representing approximately 10% of the Company’s issued share capital (excluding treasury shares)
as at the date of the Notice of AGM; and
• further Ordinary Shares generally and unconditionally in accordance with section 551 of Companies Act 2006 up to an additional
aggregate nominal value of £18,238.48, representing approximately 10% of the Company’s issued share capital (excluding
treasury shares) as at the date of the Notice of AGM (Resolution 11).
If both of these resolutions are passed, shareholders will be granting the Directors authority to allot up to 20% of the Company’s
issued share capital. The Board believes that passing of Resolutions 10 and 11 is in the shareholders’ interests as the authority is
intended to be used for funding investment opportunities sourced by the Portfolio Manager, thereby mitigating any potential
dilution of investment returns for existing shareholders, and the Directors will only issue new Ordinary Shares at a price above the
prevailing NAV per Ordinary Share.
If only Resolution 10 is passed and Resolution 11 is not passed, shareholders will only be granting Directors the authority to allot up
to 10% of the existing issued ordinary share capital of the Company.
These authorities, if given, will lapse at the conclusion of the 2024 AGM of the Company.
The Directors do not currently intend to allot shares other than to take advantage of opportunities in the market as they arise and
only if they believe it would be advantageous to the Company’s shareholders to do so. In the event that Resolution 10 is not passed,
Resolution 11 will not be proposed at the AGM.
Authority to disapply pre-emption rights
Resolution 12, a special resolution, is being proposed to authorise the Directors to disapply the statutory pre-emption rights of
existing shareholders in relation to the issue of shares under Resolution 10, for cash or the sale of shares out of treasury up to an
aggregate nominal amount of £18,238.48, being approximately 10% of the Company’s issued share capital (excluding treasury
shares) as at the date of the Notice of AGM.
Resolution 13, a special resolution, is being proposed to authorise the Directors to disapply the statutory pre-emption rights of
existing shareholders in relation to the further issue of shares under Resolution 11, for cash or the sale of shares out of treasury up to
an aggregate nominal amount of £18,238.48, being approximately 10% of the Company’s issued share capital (excluding treasury
shares) as at the date of the Notice of AGM.
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PREMIER MITON GLOBAL RENEWABLES TRUST PLC Annual Report & Accounts 2022
In respect of Resolutions 12 and 13, shares would only be issued at a price above the prevailing NAV per share. The Directors will
only issue shares on a non-pre-emptive basis if they believe it would be in the best interests of the Company’s shareholders. If
both these resolutions are passed, shareholders will be granting the Directors authority to allot up to 20% of the Company’s issued
share capital on a non-pre-emptive basis. Although this percentage authority is higher than the authority typically sought by
investment companies, the Board believes that in order to have the maximum flexibility to raise finance to enable the Company to
take advantage of suitable opportunities, the passing of Resolutions 12 and 13 is in the shareholders’ interests.
Purchase by the Company of its own shares
At the Annual General Meeting held on 28 April 2022 a special resolution was passed, giving the Directors authority until the
conclusion of the earlier of the 2023 Annual General Meeting and 28 October 2023, to make market purchases of up to a maximum
of 2,733,948 Ordinary Shares. During the year to 31 December 2022 no Ordinary Shares were purchased (during the year ended 31
December 2021 no shares were purchased).
The Board proposes that the Company should be given renewed general authority to purchase Ordinary Shares in the market for
cancellation in accordance with the Companies Act 2006 but subject to the provisions set out below. Resolution 14 of the AGM,
which is a special resolution, is being proposed for this purpose.
It is proposed that the Company be authorised to purchase on the London Stock Exchange up to 2,733,948 Ordinary Shares
(representing 14.99% of the Company’s issued share capital as at 14 March 2023) provided that:
(a) Ordinary Shares may only be purchased at prices below their prevailing net asset value per Ordinary Share (as determined
by the Directors in accordance with the Articles as at a date falling no more than 10 days before the date of the relevant
repurchase and taking into account the costs of the repurchase) and where:
(i) the Cover of the ZDP Shares issued by PMGR Securities 2025 PLC (“ZDP Shares”) would not be reduced below 1.75 times; or
(ii) the Cover of the ZDP Shares would not be less than the Cover of the ZDP Shares in issue immediately prior to the repurchase,
in each case as determined by the Directors as at a date falling not more than 10 days before the date of repurchase and
taking account of any purchases of ZDP Shares proposed to be made at or about the same time; or
(b) Ordinary Shares and ZDP Shares may be purchased in such proportions and at such prices so as to effect an increase in the net
asset value per Ordinary Share (as determined by the Directors in accordance with the Articles as at a date falling no more than
10 days before the date of the relevant repurchases and taking into account the costs of the repurchases) and where:
(i) the Cover of the ZDP Shares would not be reduced below 1.75 times; or
(ii) the Cover of the ZDP Shares would not be less than the Cover of the ZDP Shares in issue immediately prior to the repurchases,
in each case as determined by the Directors as at a date falling not more than 10 days before the date of repurchases.
Repurchases of Ordinary Shares will be made at the discretion of the Board within guidelines set from time to time by the Board and
only when market conditions are considered by the Board to be appropriate and in accordance with the Listing Rules.
Under London Stock Exchange rules, the maximum price to be paid on any exercise of the authority in respect of Ordinary Shares
must not exceed the higher of (i) 105% of the average of the middle market quotations for a share for the five business days
immediately preceding the date of purchase and (ii) the higher of the price of the last independent trade in the Ordinary Shares and
the highest then current independent bid for the Ordinary Shares on the London Stock Exchange. The authority to purchase shares
will last until the Annual General Meeting of the Company in 2023, or 26 October 2024, whichever is the earlier.
Notice Period for General Meetings
Resolution 15 is a special resolution that will give the Directors the ability to convene general meetings, other than annual general
meetings, on a minimum of 14 clear days’ notice. The minimum notice period for annual general meetings will remain at 21 clear
days. This authority would provide the Company with flexibility where action needs to be taken quickly but will only be used where
the Directors consider it in the best interests of shareholders to do so and the matter to be considered is required to be dealt with
expediently. The approval will be effective until the 2024 Annual General Meeting of the Company, at which time it is intended that
renewal will be sought.
Directors’ Report continued
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Annual Report & Accounts 2022 PREMIER MITON GLOBAL RENEWABLES TRUST PLC
Directors’ Report continued
Recommendation
Your Board considers that the above resolutions are in the best interests of the Company and its members as a whole
and are likely to promote the success of the Company for the benefit of its members as a whole. Accordingly, your Board
unanimously recommends that shareholders should vote in favour of the resolutions as they intend to do in respect of
their own beneficial shareholdings amounting to 28,619 Ordinary Shares.
Companies Act 2006 Disclosures
In accordance with Section 992 of the Companies Act 2006 the Directors disclose the following information:
• the Company’s capital structure and voting rights are summarised on page 28, and there are no restrictions on voting rights nor
any agreement between holders of securities that result in restrictions on the transfer of securities or on voting rights;
• there exist no securities carrying special rights with regard to the control of the Company;
• details of the substantial shareholders in the Company are listed on page 28;
• the Company does not have an employee share scheme;
• the rules concerning the appointment and replacement of Directors, amendment of the Articles of Association and powers to
issue or buy back the Company’s shares are contained in the Articles of Association of the Company and the Companies Act 2006;
• there exist no agreements to which the Company is party that may affect its control following a takeover bid; and
• there exist no agreements between the Company and its Directors providing for compensation for loss of office that may occur
because of a takeover bid.
Requirements of the Listing Rules
Listing Rule 9.8.4 requires the Company to include certain information in a single identifiable section of the Annual Report or a table
indicating where the information is set out. The Directors confirm that there are no disclosures to be made in relation to Listing
Rule 9.8.4.
Auditor
KPMG LLP were appointed as Auditor on 13 November 2017 and a resolution confirming their reappointment and to authorise the
Audit Committee to determine their remuneration will be proposed at the forthcoming Annual General Meeting.
Financial statements
The financial statements have been prepared under UK-adopted international accounting standards and applicable law.
Disclosure of information to auditors
The Directors who held office at the date of approval of this Directors’ Report confirm that, so far as they are each aware, there is no
relevant audit information of which the Company’s Auditor is unaware; and each Director has taken all the steps that they ought to
have taken as Directors to make themselves aware of any relevant audit information and to establish that the Company’s Auditor
is aware of that information.
By Order of the Board
Gillian Nott OBE
Chairman
14 March 2023
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PREMIER MITON GLOBAL RENEWABLES TRUST PLC Annual Report & Accounts 2022
Introduction
As a UK-listed investment trust the Company’s principal reporting obligation is driven by the UK Corporate Governance Code (the
“UK Code”) issued by the Financial Reporting Council in July 2018. However, as listed investment trusts differ from other listed
companies in many ways, the Association of Investment Companies has drawn up its own set of guidelines, the AIC Code of
Corporate Governance (the “AIC Code”) which addresses the governance issues relevant to investment companies and has been
endorsed by the Financial Reporting Council.
The Board of Premier Miton Global Renewables Trust PLC (the “Company”) has considered the Principles and Provisions of the AIC
Code. The AIC Code addresses the Principles and Provisions set out in the UK Code, as well as setting out additional Provisions on
issues that are of specific relevance to the Company.
The Board considers that reporting against the Principles and Provisions of the AIC Code, which has been endorsed by the Financial
Reporting Council provides more relevant information to shareholders.
The Company has complied with the Principles and Provisions of the AIC Code, with the exception that a senior non-executive
Director has not been identified due to the small size of the Board. The Chairman of the Company was independent of the Investment
Manager at the time of her appointment as an independent non-executive Director and is deemed to be independent by the other
Board members.
The AIC Code is available on the AIC website (www.theaic.co.uk). It includes an explanation of how the AIC Code adapts the Principles
and Provisions set out in the UK Code to make them relevant for investment companies.
Board of Directors
The Board consists of three non-executive Directors at the date of this report all of whom are independent of the Investment
Manager. Their biographies are set out on page 14. Collectively the Board believes it has the requisite range of business and financial
experience which enables it to provide clear and effective leadership and proper stewardship of the Company.
The number of meetings of the Board and its Committees held during the financial year and the attendance of individual Directors
are shown below:
Board Audit Committee
Nomination
Committee
Remuneration
Committee
Management
Engagement
Committee
Number of meetings in the year 4 3 2 1 2
Gillian Nott OBE 4 3 2 1 2
Melville Trimble 4 3 2 1 2
Victoria Muir 4 3 2 1 2
The Board meets at least four times during the year to review investment performance, financial reports and other matters set out in
the schedule of matters reserved for the Board. Board or Board Committee meetings will also be held on an ad hoc basis to consider
issues as they arise. Key representatives of the Investment Manager attend each meeting and between meetings there is regular
contact with the Manager.
The Board deals with the Company’s affairs, including the setting of gearing and investment policy parameters, the monitoring
of gearing and investment policy and the review of investment performance. The Investment Manager takes decisions as to asset
allocation and the purchase and sale of individual investments. The Board papers circulated before each meeting contain full
information on the financial condition of the Company. Key representatives of the Investment Manager attend the Board meetings,
enabling Directors to probe further or seek clarification on matters of concern.
Matters specifically reserved for discussion by the full Board have been defined and a procedure adopted for the Directors to take
independent professional advice if necessary, at the Company’s expense.
Statement of Corporate Governance
35
Annual Report & Accounts 2022 PREMIER MITON GLOBAL RENEWABLES TRUST PLC
In accordance with the Articles of Association, new Directors stand for election at the first Annual General Meeting following their
appointment. The Articles require that at least one third of the Directors retire by rotation each year and seek re-election at the
Annual General Meeting. However, the Board has taken the decision to adopt corporate governance best practice resulting in
annual re-election for all Directors.
Performance evaluation/re-election of Directors
An appraisal process has been established to review the effectiveness of the Board, its Committees and individual Directors. The
Chairman considers each year whether the appraisal process should be carried out by an external party and concluded in respect
of 2022 that it was appropriate to continue to conduct the process internally by way of a questionnaire, a method considered
appropriate and proportional to the Company and which historically has generated useful results. Results of the evaluation were
collated by the Company Secretary and provided to the Chairman for analysis, who then discussed the findings with the Board. The
other Directors also met to evaluate the performance of the Chairman.
The appraisal process is considered by the Board to be constructive in terms of identifying areas for improvement in the performance
of the Board and its Committees and the contribution of individual Directors, as well as building on, and developing, individual and
collective strengths.
The results of the evaluation demonstrated that the current composition of the Board and its Committees reflected a suitable mix
of skills and experience and that the Board as a whole, the individual Directors and its Committees, were functioning effectively.
The Board held a Strategy meeting in the first quarter of 2023 to reflect on the Company’s investment objective and policy, as well
as to consider ESG matters.
Directors’ appointment, retirement and rotation
The rules concerning the appointment, retirement and rotation of Directors are set out in the Directors’ Report on page 27. The
Board recognises the value of progressive renewing of, and succession planning for company boards. The refreshment of the Board
will remain an ongoing process to ensure that the Board is well-balanced through the appointment of new Directors with the skills
and experience necessary. Directors must be able to demonstrate commitment to the Company including in terms of time.
The Board has adopted a Tenure Policy for all Directors, including the Chairman, which states that the Board believes that it is an
advantage to have the continuous contribution of Directors over a period of time during which they are able to develop awareness
and insight of the Company and thereby be able to make a valuable contribution to the Board as a whole. The Board believes that
recommendations for re-election should be on an individual basis following a rigorous review which assesses the contribution
made by the Director concerned and takes into account the need for regular refreshment and diversity. The Board believes that it
is appropriate for a Director to serve for up to nine years following their initial election, and it is expected that Directors will stand
down from the Board by the conclusion of the AGM following that period. In October 2022, the Nomination Committee considered
Director tenure and noted Ms Gillian Nott would reach a nine year tenure in 2025. Ms Gillian Nott communicated her intention to
step down as non-executive Director and Chair at the Company’s AGM in 2025. The Nomination Committee agreed to begin the
process of recruitment of a new non-executive Director in 2024 with the support of an external recruitment consultant, with a view
to an appointment before the end of 2024.
Committees
The Board believes that the interests of shareholders in an investment trust company are best served by limiting the size of the
Board such that all Directors can participate fully in all the activities of the Board. It is for this reason that the membership of the
Committees is the same as that for the Board as a whole.
Each Committee’s terms of reference were last reviewed and approved by the Board on 27 October 2022 and are available to view
on the Investment Manager’s website at: https://www.globalrenewablestrust.com/documents/
Statement of Corporate Governance continued
36
PREMIER MITON GLOBAL RENEWABLES TRUST PLC Annual Report & Accounts 2022
Risk management and internal control
The UK Corporate Governance Code requires the Directors, at least annually, to review the effectiveness of the Company’s system
of risk management and internal control and to report to shareholders that they have done so. This encompasses a review of all
controls, which the Board has identified as including business, financial, operational, compliance and risk management.
The Directors are responsible for the Company’s system of risk management and internal controls which is designed to safeguard the
Company’s assets, maintain proper accounting records and ensure that financial information used within the business, or published,
is reliable. However, such a system can only be designed to manage rather than eliminate the risk of failure to achieve business
objectives and therefore can only provide reasonable, but not absolute, assurance against fraud, material misstatement or loss.
The Board is primarily responsible for the monitoring and review of risks associated with investment matters and the Audit Committee
is primarily responsible for other risks.
As the Board has contractually delegated to other companies the investment management, the depositary services and the day-to-
day accounting and company secretarial requirements, the Company relies significantly upon the system of risk management and
internal controls operated by those companies. Therefore, the Directors have concluded that the Company should not establish its
own internal audit function but will review this decision annually.
Statement of Corporate Governance continued
Audit Committee Mr Melville Trimble is the Chairman of the Audit Committee. Further details are
given in the Report of the Audit Committee on pages 42 to 44.
As the Company has no employees it does not need to deal with arrangements
for staff to raise concerns in confidence about possible improprieties in respect
of financial reporting or other matters. The Audit Committee has, however,
confirmed with the Investment Manager and the administrator that they do
have “whistle blowing” policies in place for their staff.
Nomination Committee Mrs Gillian Nott is the Chairman of the Nomination Committee which operates
within defined terms of reference.
The role of the Committee is to review the Board structure, size and
composition, the balance of knowledge, experience and skill ranges and to
consider succession planning and tenure policy.
Appointments of new Directors will be made on a formalised basis, with
the Committee agreeing the selection criteria and the method of selection,
recruitment and appointment. The services of an external search consultant
may be used to identify potential candidates.
Remuneration Committee Ms Victoria Muir is the Chairman of the Remuneration Committee which
operates within defined terms of reference.
As the Company is an investment trust and all Directors are non-executive
the Company is not required to comply with the UK Code in respect of
executive Directors’ remuneration. Directors’ fees are set out in the Directors’
Remuneration Report on pages 38 to 41.
Management Engagement Committee Mrs Gillian Nott is the Chairman of the Management Engagement Committee
which operates within defined terms of reference.
The Management Engagement Committee is responsible for reviewing the
performance of the Investment Manager and all the Company’s other service
providers, their terms of appointment and remuneration. The Committee
meets annually or more often if required.
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Annual Report & Accounts 2022 PREMIER MITON GLOBAL RENEWABLES TRUST PLC
A risk map, or risk register, has been considered at all regular meetings of the Board and Audit Committee. The risk map sets
out the principal risks identified by the Board, together with the actions taken to mitigate these risks. As part of the risk review
process, regular reports are received from the Investment Manager on all investment related matters including compliance with the
investment mandate, the performance of the portfolio compared with relevant indices and compliance with investment trust status
requirements. The Board also receives, and reviews reports from the depositary, the broker and the company secretary on its internal
controls and their operation, which are reviewed by their auditors and give assurance regarding the effective operation of controls.
The Board regularly reviews the terms of the investment management contract.
The Board confirms that appropriate procedures to review the effectiveness of the Company’s system of risk management and
internal control have been in place, throughout the year and up to the date of this report, which cover all controls including financial,
operational and compliance controls and risk management. An assessment of risk management and internal control, which includes
a review of the Company’s risk map, an assessment of the quality of reports on internal control from the service providers and the
effectiveness of the Company’s reporting process, is carried out on an annual basis.
Evaluation of the Investment Manager’s performance
The investment performance is reviewed at each regular Board meeting at which representatives of the Investment Manager
are required to provide answers to any questions raised by the Board. The Board has instigated an annual formal review of the
Investment Manager which includes consideration of:
• performance compared with relevant indices;
• investment resources dedicated to the Company;
• investment management fee arrangements and notice period compared with the peer group; and
• the marketing effort and resources provided to the Company.
The Board believes that the Investment Manager has served the Company well in terms of investment performance and proposes
to continue its appointment.
The Company Secretary
The Board has direct access to the advice and services of the Company Secretary, Link Company Matters Limited, which is responsible
for ensuring that Board and Committee procedures are followed and that applicable regulations are complied with. The Secretary is
also responsible to the Board for ensuring timely delivery of information and reports and that statutory obligations of the Company
are met.
Individual Directors may take independent professional advice on any matter concerning them in the furtherance of their duties at
the Company’s expense.
Disclosure Guidance and Transparency Rules
Other information required to be disclosed pursuant to the Disclosure Guidance and Transparency Rules has been placed in the
Directors’ Report on pages 26 to 33 as it is information that refers to events which have taken place during the year.
By Order of the Board
Melville Trimble
Director
14 March 2023
Statement of Corporate Governance continued
38
PREMIER MITON GLOBAL RENEWABLES TRUST PLC Annual Report & Accounts 2022
Directors’ Remuneration Report
Introduction
This report is prepared in accordance with Schedule 8 to The Large and Medium-sized Companies and Groups (Accounts and
Reports) (Amendment) Regulations 2015 and in accordance with the Listing Rules of the Financial Conduct Authority and the
Companies Act 2006. An ordinary resolution for the approval of this report will be put to the shareholders at the forthcoming
Annual General Meeting.
The Company’s Remuneration Policy was last put to shareholders and approved by ordinary resolution at the Annual General
Meeting held on 22 April 2020 under Section 439 of the Companies Act 2006. The Remuneration Policy, as set out on page 39, will
be put to a binding shareholder vote at the 2023 AGM and if, approved, will continue in force until the Annual General Meeting in
2026. Save for presentation of the components of the Remuneration Policy in tabular format, there have been no changes to the
content of the Remuneration Policy since the previous approved version.
The Company is not able to make remuneration payments to a Director, or loss of office payments to a current or past director,
unless the payment is consistent with the approved policy or has otherwise been approved by the shareholders.
The law requires your Company’s Auditor to audit certain of the disclosures provided. Where disclosures have been audited, they
are indicated as such. The Auditor’s opinion is included in their report on pages 46 to 51.
Remuneration Committee
The Remuneration Committee comprises the whole Board, all of whom are independent. Ms Muir is the Chairman of the
Remuneration Committee which operates within defined terms of reference. All Directors are non-executive, appointed under the
terms of Letters of Appointment, and none has a service contract. The Company has no employees. The Company Secretary will be
asked to provide advice when the Directors consider the level of Directors’ fees. No professional adviser was consulted in the year
for setting the level of Directors’ fees.
Directors’ beneficial and family interests (audited)
There is no requirement for the Directors to hold shares in the Company. The interests of the Directors and their families in the
Ordinary Shares of the Company were as follows:
Ordinary Shares at
31 December 2022
Ordinary Shares at
31 December 2021
Gillian Nott OBE 15,000 15,000
Melville Trimble 7,893 4,869
Victoria Muir 5,641 5,641
The interests of the Directors and their families in the Ordinary Shares of the Company as at the date of this Report are as follows:
Ordinary Shares at 14 March
2023
Gillian Nott OBE 15,000
Melville Trimble* 7,978
Victoria Muir 5,641
*Additional shares were acquired by Melville Trimble through a Dividend reinvestment plan.
The interests of the Directors and their families in the Zero Dividend Preference Shares of the subsidiary, PMGR Securities 2025 PLC,
were as follows:
ZDP Shares at
31 December 2022
ZDP Shares at
31 December 2021
Gillian Nott OBE – –
Melville Trimble 4,466 4,466
Victoria Muir 5,641 5,641
39
Annual Report & Accounts 2022 PREMIER MITON GLOBAL RENEWABLES TRUST PLC
Directors’ remuneration policy
The Board’s policy is that the remuneration of non-executive Directors should reflect the experience of the Board as a whole and
be fair and comparable to that of other investment trusts that are similar in size, have a similar capital structure and have similar
investment objectives. Subject to Shareholder approval, this Directors’ Remuneration Policy will come into force from the Annual
General Meeting in 2023 and will continue to take effect until the Company’s 2026 Annual General Meeting.
The fees for the non-executive Directors are determined within the aggregate limits of £150,000 set out in the Company’s Articles
of Association. In addition, Directors are entitled to such fees as they may determine in respect of any extra or special services
performed by them, outside the scope of their ordinary duties. An example of such a circumstance would include a corporate
action, requiring additional time commitment from the Directors. The Directors are not eligible for bonuses, pension benefits,
share options, long term incentive schemes or other benefits. Directors are entitled to be reimbursed for any reasonable expenses
properly incurred by them in connection with the performance of their duties and attendance at Board, general and committee
meetings.
No Director has a service contract. However, Directors have a Letter of Appointment. Directors do not receive exit payments and
are not provided with any compensation for loss of office. Copies of the Letters of Appointment are available for inspection at the
registered office of the Company. Directors’ and officers’ insurance is maintained and paid for by the Company on behalf of the
Directors.
The components of the remuneration package for non-executive Directors, which are comprised in the Directors’ Remuneration
Policy of the Company, are set out below with a description and approach to determination:
Remuneration Type – Fixed Fees The fees for the Board as a whole are limited to £150,000 per annum, in
accordance with the Articles of Association, divided between the Directors as
they may determine.
Annual fees are set to reflect the experience of each Board member and the
time commitment required to carry out their duties and is determined with
reference to the appointment of Directors of similar investment companies.
Directors do not participate in discussions relating to their own fee.
Remuneration Type – Expenses and
Additional Fees
Pursuant to the Articles of Association, additional fees may be paid to any
Director who fulfils the role of Chair of the Board or who serves as Chair of any
Committee of the Directors as the Directors may determine. Such fees will be
set at a competitive level to reflect experience and time commitment.
Board members are entitled to such fees as they may determine in respect
of any extra or special services performed by them outside the scope of their
ordinary duties as a Director, having been called upon to do so. Such fees
would be determined at the Board’s absolute discretion and would be set at
similar rate to other comparable investment companies who have undertaken
equivalent activities.
Remuneration Type – Other Board members are not eligible for bonuses, pension benefits, share options,
long term incentives or other non-cash benefits or taxable expenses.
Directors’ Remuneration Report continued
40
PREMIER MITON GLOBAL RENEWABLES TRUST PLC Annual Report & Accounts 2022
Directors’ Remuneration Report continued
Your Company’s performance
For the purposes of this report the Board is required to select an index against which the Company’s performance can be measured.
The Board has decided it should be the S&P Global Clean Energy Index.
The graph below shows the ten-year total return (assuming all dividends are reinvested) to Ordinary Shareholders against the S&P
Global Clean Energy Index on a total return basis, restated in GBP, from 31 December 2012 to 31 December 2022.
Ten year total return share price performance (rebased to 100)
Annual Report on Remuneration
Directors’ emoluments for the year (audited)
The Directors who served in the year received the following emoluments in the form of fees and expenses:
Fees
Year ended
31 December
2022
£
Expenses
Year ended
31 December
2022
£
Total
Year ended
31 December
2022
£
Fees
Year ended
31 December
2021
£
Expenses
Year ended
31 December
2021
£
Total
Year ended
31 December
2021
£
Gillian Nott OBE 29,500 43 29,543 27, 5 0 0 135 27, 635
Melville Trimble 24,375 487 24,862 21,875 547 22,422
Victoria Muir 21,500 283 21,783 19,500 120 19,620
Total 75,375 813 76,188 68,875 802 69,677
Since 1 April 2022, the Chairman received a fee of £30,000 per annum, the Chairman of the Audit Committee received a fee of
£25,000 per annum and the other Director received a fee of £22,000 per annum. There were no payments to third parties included
in the fees referred to in the table above. There are no further fees to disclose as the Company has no employees, chief executives
or executive directors.
At the Remuneration Committee meeting on 1 March 2023, the members reviewed the Directors’ fees against other investment
trusts of a similar size and sector. In order for the fees to be competitive the Committee resolved that, effective 1 April 2023, the
Chairman will receive a fee of £31,500 per annum, the Chairman of the Audit Committee £26,250 and other Directors £23,100 per
annum.
Expected fees for the year to 31 December 2023
£
Chairman 31,500
Chair of the Audit Committee 26,250
Non-executive Director 23,100
Ordinary share price – total return (GBP)
Source: Bloomberg
S&P Global Clean Energy Index (GBP)
Dec 2012 Dec 2013 Dec 2014 Dec 2015 Dec 2016 Dec 2017 Dec 2018 Dec 2019 Dec 2020 Dec 2021 Dec 2022
50
100
150
200
250
300
350
400
450
500
550
41
Annual Report & Accounts 2022 PREMIER MITON GLOBAL RENEWABLES TRUST PLC
Directors’ Remuneration Report continued
Annual percentage change in Directors’ remuneration
The following table sets out the annual percentage change in Directors’ fees for the previous three years to 31 December 2022.
Director % from 2021 to 2022 % from 2020 to 2021 % from 2019 to 2020
Gill Nott (Chairman) 7. 3% 5.8% 0.0%
Melville Trimble* (Audit Committee Chair) 11.4% 9.4% –
Victoria Muir 10.3% 8.3% 0.0%
*Appointed 25 April 2019.
Relative Importance of Spend on Remuneration
To enable shareholders to assess the relative importance of spend on pay, this has been shown in the table below compared with
the management fee and dividend distributions. As the Company has no employees, no consideration is required to be given to
employment conditions elsewhere in setting Directors’ pay.
For the year ended 31 December
2022
£000
2021
£000
Change
£000
Spend on Directors’ fees
1
75 69 6
Management fee and other expenses
2
802 739 63
Dividend payments 1,276 1,447 (171)
1 As the Company has no employees, the total spent on remuneration comprises fees and taxable benefits paid to Directors.
2 The items listed in the table above are as required by the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013
ss.20 with the exception of the management fee and other expenses, which have been included because the Directors believe it will help shareholders’ understanding
of the relative importance of the amount spent on pay. The figures for this measure are the same as those shown in notes 3 and 4 of the financial statements.
Voting at last Annual General Meeting
The Directors’ Remuneration Report for the year ended 31 December 2021 was approved by shareholders at the Annual General
Meeting of the Company held on 28 April 2022. The Directors’ Remuneration Policy was approved by shareholders at the Annual
General Meeting of the Company held on 22 April 2020. The votes cast in respect of the resolutions were:
Year Resolution For % Against % Withheld
2022 Approve the Directors’ Remuneration Report 1,585,870 96.25 61,851 3.75 12,959
2020 Approve the Remuneration Policy 4,156,158 98.97 43,273 1.03 53,702
The Remuneration Policy will be put to shareholders for approval at the Company’s AGM in 2023.
Approval
An ordinary resolution for the approval of the Directors’ Remuneration Report for the year ended 31 December 2022 and a binding
ordinary resolution for the approval of the Directors’ Remuneration Policy will be proposed at the forthcoming Annual General
Meeting. Shareholders have the opportunity to express their views and raise any questions in respect of remuneration at this meeting.
In the event that there was a substantial vote against any resolution proposed at the Annual General Meeting, the reasons for
any such vote would be sought and appropriate action taken. Should the vote be against resolutions in relation to the Directors‘
remuneration, further details will be provided in future Directors’ Remuneration Reports.
By Order of the Board
Victoria Muir
Chair of the Remuneration Committee
Signed on behalf of the Board of Directors
14 March 2023
42
PREMIER MITON GLOBAL RENEWABLES TRUST PLC Annual Report & Accounts 2022
Audit Committee Report
As Chairman of the Audit Committee, I am pleased to present the report of the Audit Committee for the year ended 31 December
2022.
Composition
The composition and summary terms of reference of the Audit Committee are set out on page 36. The Audit Committee comprises
the whole Board, all of whom are independent. The Association of Investment Companies Code of Corporate Governance states
that the Chairman of the Board should not chair the Committee but can be a member if they were independent on appointment.
The Chairman of the Company is a member of the Committee to bring the benefit of her knowledge and experience to the
discussions and to ensure she is fully informed of any issues which may arise.
The Directors’ biographies are given on page 14 and the Board considers that at least one member of the Committee has
competence in accounting and/or auditing and the Committee as a whole has competence relevant to the sector in which the
Company operates.
Activities
The Audit Committee met in July 2022 and considered the form and content of the Company’s half year report to 30 June 2022
and met again in October 2022 to review the audit planning proposal from KPMG LLP for the 2022 audit and the terms of their
engagement letter.
The Audit Committee met again in March 2023 and reviewed the outcome of the audit work and the final draft of the financial
statements for the year ended 31 December 2022. During this review the Audit Committee met with representatives of both the
Investment Manager and the Administrator and sought assurances where necessary. The external Auditor attended the year-end
Audit Committee meeting and presented a report on the audit findings.
The Audit Committee reviewed the key risks of the Company and the internal control framework operating to control risk. The Audit
Committee examined the risks to the Company and analysed the impact and likelihood of all of those risks. A list is maintained
where the combination of impact and likelihood represents a material threat and those will be monitored closely.
The Audit Committee met with the Investment Manager’s Head of Legal and Compliance and Chief Risk Officer and received
updates on the structure of both functions and their approach to risk, compliance and internal controls in respect of the Company.
The Audit Committee also considered the need for the Company to have its own internal audit function and agreed this was not
necessary for the Company. The Audit Committee receives and reviews updates from the Investment Manager in respect of their
internal audit reports relevant to the Company.
Non-audit services
Contracts for non-audit services must be notified to the Audit Committee who consider any such engagement in the light of the
requirement to maintain audit independence. No other services are provided by the Auditor and it is the Company’s policy not to
seek substantial non-audit services from its Auditor.
During the year the value of non-audit services provided by KPMG LLP amounted to £nil (31 December 2021: £nil).
Auditor and audit tenure
Following a competitive tender process in 2017 KPMG LLP were appointed as the Company’s external auditor for the year ended
31 December 2017. In accordance with the Financial Reporting Council’s Revised Ethical Standard 2019, the audit partner rotated in
2022 and Bano Sheikh was appointed as audit partner for the Company.
The Company will put the external audit out to tender at least every ten years, and change auditors at least every twenty years. The
Company will put the audit out to tender for the 2027-year end. The Committee will, however, continue to consider annually the
need to go to tender for audit quality, independence or other reasons.
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Annual Report & Accounts 2022 PREMIER MITON GLOBAL RENEWABLES TRUST PLC
Audit Committee Report continued
Cyber security
Cyber security is an increasing threat to all businesses and the finance sector was cybercrime’s biggest victim. The Committee takes
this seriously and request that service providers provide their security policies and reports, including assurance reports in respect
of internal controls, in order for the Audit Committee to assess any potential risks to the Company and to gain as much comfort as
possible to this growing threat.
Significant issues for the Audit Committee
The Audit Committee identified the following significant issues:
1. Risks around the existence and valuation of the investments.
2. The accuracy of the calculation of management fees
3. The risk that income is overstated, incomplete or inaccurate through failure to recognise proper income entitlements or to
apply the appropriate accounting treatment for recognition of income.
4. Management override of controls.
The Committee concluded that suitable procedures had been implemented to obtain reasonable assurance that the Financial
Statements as a whole would be free of material misstatements. Specifically with reference to the highlighted issues, the Committee’s
main responsibilities during the year were:
1. The Company’s assets are principally invested in listed equities. The Committee reviewed internal control reports from the
Investment Manager in the year reporting on the systems and controls around the pricing and valuation of securities. As more
fully explained in note 1(h) on page 59 at the year ended 31 December 2022 the Committee agreed that the fair value of
investments is the bid market price for listed investments. The Committee also agreed that the valuation of the unquoted
investment together with the wholly-owned subsidiary, PMGR Securities 2025 PLC valued at £50,000 at 31 December 2022,
is appropriate. All unquoted investments are subject to review both by the Investment Manager, the Audit Committee and
the Auditor.
2. The investment management fee is calculated in accordance with the contractual terms in the investment management
agreement by the administrator.
3. The Board regularly reviews income forecasts and receives explanations from the Investment Manager and administrator for
any variations or significant movements from previous forecasts and prior year figures.
4. The Audit Committee reviews terms of agreement with service providers, Premier Fund Managers Limited, Premier Portfolio
Managers Limited and Northern Trust, to confirm their independence from the Company. They assess the ability of any member
of the Investment Manager or Board to circumvent controls to fraudulently alter company financial results or undertake
fraudulent transactions.
Financial statements
These financial statements have been prepared under UK-adopted international accounting standards and applicable law.
The Audit Committee meets at least three times a year and is responsible for reviewing the annual and half yearly reports, the nature
and scope of the external audit and the findings thereon, and the terms of appointment of the Auditor, including their remuneration
and the provision of any non-audit services by them. The Audit Committee has considered the independence of the Auditor and
the objectivity of the audit process and is satisfied that KPMG LLP is independent and has fulfilled its obligations to shareholders.
The Audit Committee has satisfied itself as to the Auditor’s effectiveness, objectivity, independence and the competitiveness of its
fees before recommending their reappointment at the Annual General Meeting. To comply with current legislation, the Company
will review the option to re-tender the external audit on a regular basis.
The Audit Committee meets representatives of the Investment Manager and its Compliance Officer who report as to the proper
conduct of business in accordance with the regulatory environment in which both the Company and the Investment Manager
operate and reviews the Investment Manager’s internal controls. The Group’s external Auditor also attends this Committee at its
request and report on their findings in relation to the Group’s statutory audit.
44
PREMIER MITON GLOBAL RENEWABLES TRUST PLC Annual Report & Accounts 2022
As part of the day-to-day controls of the Group there are regular reconciliations between the accounting records and the records
kept by the depositary of the assets they safeguard which are owned by the Group. During the year and at the year-end there were
no matters brought to light which call in to question that the key controls in this area were not working, or that the existence of
assets recorded in the books of account are not held in safe custody.
In finalising the financial statements for recommendation to the Board for approval the Committee has considered whether the
going concern principle is appropriate (as described on page 29) and concluded that it is. The Audit Committee has also satisfied
itself that the Annual Report and financial statements taken as a whole are fair, balanced and understandable, and provide the
information necessary for shareholders to assess the Group’s performance, business model and strategy. All of the above were
satisfactorily addressed through consideration of reports provided by, and discussed with, the Investment Manager and the Auditor.
The Board as a whole have approved the conclusions arrived at by the Audit Committee as disclosed on page 45 Statement of
Directors’ Responsibilities in respect of the Annual Report and the financial statements.
Melville Trimble
Chair of the Audit Committee
14 March 2023
Audit Committee Report continued
45
Annual Report & Accounts 2022 PREMIER MITON GLOBAL RENEWABLES TRUST PLC
The Directors are responsible for preparing the Annual Report and the Group and Parent Company financial statements in
accordance with applicable law and regulations.
Company law requires the Directors to prepare Group and Parent Company financial statements for each financial year. Under that
law they are required to prepare the Group financial statements in accordance with UK-adopted international accounting standards
and applicable law and have elected to prepare the Parent Company financial statements on the same basis.
Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Group and Parent Company and of the Group’s profit or loss for that period. In preparing each of
the Group and Parent Company financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable, relevant and reliable;
• state whether they have been prepared in accordance with UK-adopted international accounting standards;
• assess the Group and Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern; and
• use the going concern basis of accounting unless they either intend to liquidate the Group or the Parent Company or to cease
operations or have no realistic alternative but to do so.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Parent Company’s
transactions and disclose with reasonable accuracy at any time the financial position of the Parent Company and enable them to
ensure that its financial statements comply with the Companies Act 2006. They are responsible for such internal control as they
determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to
fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the
Group and to prevent and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors ‘Report, Directors’
Remuneration Report and Corporate Governance Statement that complies with that law and those regulations.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the
Company’s website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from
legislation in other jurisdictions.
In accordance with Disclosure Guidance and Transparency Rule 4.1.14R, the financial statements will form part of the annual
financial report prepared using the single electronic reporting format under the TD ESEF Regulation. The auditor’s report on these
financial statements provides no assurance over the ESEF format.
Responsibility of the Directors in respect of the annual financial report
We confirm to the best of our knowledge:
• the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the
assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken
as a whole; and
• the strategic report includes a fair review of the development and performance of the business and the position of the issuer,
and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and
uncertainties that they face.
We consider the Annual Report and Accounts, taken as a whole, is fair, balanced, and understandable and provides the information
necessary for shareholders to assess the Group’s position and performance, business model and strategy.
For and on behalf of the Board
Gillian Nott OBE
Chairman
14 March 2023
Statement of Directors’ Responsibilities in Respect
of the Annual Report and the Financial Statements
46
PREMIER MITON GLOBAL RENEWABLES TRUST PLC Annual Report & Accounts 2022
1. Our opinion is unmodified
We have audited the financial statements of Premier
Miton Global Renewables Trust plc (“the Company”) for
the year ended 31 December 2022 which comprise the
Group Income Statement, Consolidated and Company
Balance Sheets, Consolidated and Company Statements
of Changes in Equity, Consolidated and Company
Cashflow Statements and the related notes, including
the accounting policies in note 1.
In our opinion:
— the financial statements give a true and fair view of
the state of the Group’s and of the Parent
Company’s affairs as at 31 December 2022 and of
the Group’s return for the year then ended;
— the Group financial statements have been properly
prepared in accordance with UK-adopted
international accounting standards;
— the Parent Company financial statements have been
properly prepared in accordance with UK-adopted
international accounting standards and as applied in
accordance with the provisions of the Companies
Act 2006; and
— the financial statements have been prepared in
accordance with the requirements of the Companies
Act 2006.
Basis for opinion
We conducted our audit in accordance with
International Standards on Auditing (UK) (“ISAs (UK)”)
and applicable law. Our responsibilities are described
below. We believe that the audit evidence we have
obtained is a sufficient and appropriate basis for our
opinion. Our audit opinion is consistent with our report
to the audit committee.
We were first appointed as auditor by the directors on 13
November 2017. The period of total uninterrupted
engagement is for the six financial years ended 31
December 2022. We have fulfilled our ethical
responsibilities under, and we remain independent of the
Group in accordance with, UK ethical requirements including
the FRC Ethical Standard as applied to listed public interest
entities. No non-audit services prohibited by that standard
were provided.
Independent
auditor’s report
to the members of Premier Miton Global Renewables Trust plc
Overview
Materiality:
group financial
statements as a
whole
£488k (2021:£535k)
1% (2021: 1%) of Total assets
Coverage 100% (2021:100%) of group total
assets
Key audit matter vs 2021
Recurring risk Carrying amount of
quoted investments
◄►
47
Annual Report & Accounts 2022 PREMIER MITON GLOBAL RENEWABLES TRUST PLC
2. Key audit matters: our assessment of risks of material misstatement
Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the financial statements
and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us, including those
which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the
engagement team. We summarise below the key audit matter (unchanged from 2021), in arriving at our audit opinion above, together
with our key audit procedures to address this matter and, as required for public interest entities, our results from those procedures. This
matter was addressed, and our results are based on procedures undertaken, in the context of, and solely for the purpose of, our audit of
the financial statements as a whole, and in forming our opinion thereon, and consequently are incidental to that opinion, and we do not
provide a separate opinion on this matter.
The risk Our response
Carrying amount of quoted
investments -
(Group and Parent Company Key
Audit Matter)
(£48.1 million; 2021: £52.7 million)
Refer to page 43 (Audit Committee
Report), pages 59 and 60 (accounting
policy) and note 8 and note 21(g) on
page 64 and 73 respectively (financial
disclosures).
Low risk, high value
The Group’s portfolio of quoted level 1
investments makes up 98.4% (2021: 98.4%)
of the Group’s total assets (by value) and is
considered to be one of the key drivers of
results. We do not consider these
investments to be at a high risk of significant
misstatement, or to be subject to a
significant level of judgement because they
comprise liquid, quoted investments.
However, due to their materiality in the
context of the financial statements as a
whole, they are considered to be one of the
areas which had the greatest effect on our
overall audit strategy and allocation of
resources in planning and completing our
audit.
We performed the tests below rather than seeking
to rely on any of the Group’s controls, because
the nature of the balance is such that detailed
testing is determined to be the most effective
manner of obtaining audit evidence.
Our procedures included:
—Test of detail: Agreeing the valuation of 100% of
level 1 quoted investments in the portfolio to
externally quoted prices; and
—Enquiry of custodian: Agreeing 100% of level 1
quoted investment holdings in the portfolio to
independently received third party confirmation
from investment custodian.
Our results
We found the carrying amount of quoted level 1
investments to be acceptable (2021: acceptable).
48
PREMIER MITON GLOBAL RENEWABLES TRUST PLC Annual Report & Accounts 2022
3. Our application of materiality and an overview of
the scope of our audit
Materiality for the Group financial statements as a
whole was set at £488k (2021: £535k), determined
with reference to a benchmark of Group total assets,
of which it represents 1% (2021: 1%).
In line with our audit methodology, our procedures
on individual account balances and disclosures were
performed to a lower threshold, performance
materiality, so as to reduce to an acceptable level the
risk that individually immaterial misstatements in
individual account balances add up to a material
amount across the financial statements as a whole.
Performance materiality was set at 75% (2021: 75%)
of materiality for the financial statements as a whole,
which equates to £366k (2021: £401k). We applied
this percentage in our determination of performance
materiality because we did not identify any factors
indicating an elevated level of risk.
Materiality for the Parent Company financial
statements as a whole was set at £463k (2021:
£508k). This is lower than the materiality we would
otherwise have determined with reference to Parent
Company total assets, of which it represents 0.95% of
the Parent Company total assets (2021: 0.95%).
Performance materiality was set at 75% (2021: 75%)
of materiality for the financial statements as a whole,
which equates to £347k (2021: £381k). We applied
this percentage in our determination of performance
materiality because we did not identify any factors
indicating an elevated level of risk.
In addition, we applied materiality of £70k (2021:
£68k) and performance materiality of £53k (2021:
£51k) to income (as disclosed in note 2) for which we
believe misstatements of lesser amounts than
materiality for the financial statements as a whole
could reasonably be expected to influence
Company’s members’ assessment of the financial
performance of the Group.
We agreed to report to the Audit Committee any
corrected or uncorrected identified misstatements
exceeding £24k (2021: 26k) for the Group, £23k
(2021:£25K) for the Parent Company, and £3k
(2021:£6K) in relation to income, in addition to other
identified misstatements that warranted reporting
on qualitative grounds.
Of the group’s 2 (2021: 2) reporting components, we
subjected 2 (2021: 2) to full scope audits for group
purposes. The audit was performed using the
materiality and performance materiality level set out
above.
The scope of the audit work performed was fully
substantive as we did not rely upon the Group’s
internal control over financial reporting.
Total Assets
£48.9m (2021: £53.6m)
Group materiality
£488k (2021: £535k)
Total Assets
Group materiality
£488k
Whole financial
statements
materiality (2021:
£535k)
£366k
Whole financial
statements performance
materiality (2021 £401k
)
£70k
Materiality for income
(2021:
£68k)
£24k
Misstatements
reported to the
Audit Committee (2021: £26k)
4. Going concern
The directors have prepared the financial statements on the going
concern basis as they do not intend to liquidate the Group or the
Company or to cease their operations, and as they have concluded
that the Group’s and the Company’s financial position means that
this is realistic. They have also concluded that there are no material
uncertainties that could have cast significant doubt over their
ability to continue as a going concern for at least a year from the
date of approval of the financial statements (“the going concern
period”).
We used our knowledge of the Group and Company, its industry,
and the general economic environment to identify the inherent
risks to its business model and analysed how those risks might
affect the Group’s and Company’s financial resources or ability to
continue operations over the going concern period. The risks that
we considered most likely to adversely affect the Group’s and
Company’s available financial resources over its ability to operate
over this period were :
— the impact of a significant reduction in the valuation of
investments;
— the liquidity of the investment portfolio and its ability to meet
the liabilities of the Group and Company as and when they fall due;
and
— the operational resilience of key service organisations.
We considered whether these risks could plausibly affect the
liquidity in the going concern period by assessing the degree of
downside assumption that, individually and collectively, could
result in a liquidity issue, taking into account the Group’s and
Company’s current and projected cash and liquid investment
position (and the results of a reverse stress test).
49
Annual Report & Accounts 2022 PREMIER MITON GLOBAL RENEWABLES TRUST PLC
4. Going concern (continued)
We considered whether the going concern disclosure in note 1.1
(a) to the financial statements gives a full and accurate description
of the directors’ assessment of going concern, including the
identified risks and related sensitivities.
Our conclusions based on this work:
— we consider that the directors’ use of the going concern basis of
accounting in the preparation of the financial statements is
appropriate;
— we have not identified, and concur with the directors’
assessment that there is not, a material uncertainty related to
events or conditions that, individually or collectively, may cast
significant doubt on the Group’s or Company's ability to
continue as a going concern for the going concern period;
— we have nothing material to add or draw attention to in
relation to the directors’ statement in note 1.1(a) to the
financial statements on the use of the going concern basis of
accounting with no material uncertainties that may cast
significant doubt over the Group and Company’s use of that
basis for the going concern period, and we found the going
concern disclosure in note 1.1(a) to be acceptable; and
— the related statement under the Listing Rules set out on page
29 is materially consistent with the financial statements and our
audit knowledge.
However, as we cannot predict all future events or conditions and
as subsequent events may result in outcomes that are inconsistent
with judgements that were reasonable at the time they were
made, the above conclusions are not a guarantee that the Group or
the Company will continue in operation.
5. Fraud and breaches of laws and regulations – ability to detect
Identifying and responding to risks of material misstatement
due to fraud
To identify risks of material misstatement due to fraud (“fraud
risks”) we assessed events or conditions that could indicate an
incentive or pressure to commit fraud or provide an opportunity to
commit fraud. Our risk assessment procedures included:
– Enquiring of directors as to the Group’s and Company’s high-
level policies and procedures to prevent and detect fraud and
as well as whether they have knowledge of any actual,
suspected or alleged fraud.
– Assessing the segregation of duties in place between the
Directors, the Administrator and the Group and Company’s
Investment Manager; and
– Reading Board and Audit Committee meeting minutes.
We communicated identified fraud risks throughout the audit team
and remained alert to any indications of fraud throughout the
audit.
As required by auditing standards, we perform procedures to
address the risk of management override of controls, in
particular the risk that management may be in a position to make
inappropriate accounting entries. We evaluated the design and
implementation of the controls over journal entries and other
adjustments and made inquiries of the Administrator about
inappropriate or unusual activity relating to the processing of
journal entries and other adjustments. We identified and
selected a sample of journal entries made at the end of the
reporting period and tested those substantively including all
material post closing entries. Based on the results of our risk
assessment procedures and understanding of the process,
including the segregation of duties between the Directors and
the Administrator, no further high-risk journal entries or other
adjustments were identified.
On this audit we have rebutted the fraud risk related to revenue
recognition because the revenue is non judgemental and
straightforward, with limited opportunity for manipulation. We
did not identify any significant unusual transaction or additional
fraud risks.
Identifying and responding to risks of material misstatement
due to non-compliance with laws and regulations
We identified areas of laws and regulations that could reasonably
be expected to have a material effect on the financial statements
from our general commercial and sector experience and through
discussion with the directors, the Investment Manager and the
Administrator (as required by auditing standards), and discussed
with the directors the policies and procedures regarding
compliance with laws and regulations. As the Group is regulated,
our assessment of risks involved gaining an understanding of the
control environment including the entity’s procedures for
complying with regulatory requirements.
We communicated identified laws and regulations throughout
our team and remained alert to any indications of non-
compliance throughout the audit.
The potential effect of these laws and regulations on the financial
statements varies considerably.
Firstly, the Group is subject to laws and regulations that directly
affect the financial statements including financial reporting
legislation (including related companies legislation), distributable
profits legislation, and Parent Company’s qualification as an
Investment Trust under UK taxation legislation, any breach of
which could lead to the Company losing various deductions and
exemptions from UK corporation tax, and we assessed the extent
of compliance with these laws and regulations as part of our
procedures on the related financial statement items.
We assessed the legality of the distributions made by the
Company in the period based on comparing the dividends paid to
the distributable reserves prior to each distribution, including
consideration of interim accounts filed during the year.
50
PREMIER MITON GLOBAL RENEWABLES TRUST PLC Annual Report & Accounts 2022
5. Fraud and breaches of laws and regulations – ability to
detect (continued)
identifying and responding to risks of material misstatement
due to non-compliance with laws and regulations (continued)
Secondly, the Group is subject to many other laws and
regulations where the consequences of non-compliance could
have a material effect on amounts or disclosures in the financial
statements, for instance through the imposition of fines or
litigation. We identified the following areas as those most likely
to have such an effect: money laundering, data protection,
bribery and corruption legislation and certain aspects of
company legislation recognising the financial and regulated
nature of the Group’s activities and its legal form. Auditing
standards limit the required audit procedures to identify non-
compliance with these laws and regulations to enquiry of the
Directors and the Administrator and inspection of regulatory and
legal correspondence, if any. Therefore if a breach of operational
regulations is not disclosed to us or evident from relevant
correspondence, an audit will not detect that breach.
Context of the ability of the audit to detect fraud or breaches of
law or regulation
Owing to the inherent limitations of an audit, there is an
unavoidable risk that we may not have detected some material
misstatements in the financial statements, even though we have
properly planned and performed our audit in accordance with
auditing standards. For example, the further removed non-
compliance with laws and regulations is from the events and
transactions reflected in the financial statements, the less likely
the inherently limited procedures required by auditing standards
would identify it.
In addition, as with any audit, there remained a higher risk of
non-detection of fraud, as these may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of
internal controls. Our audit procedures are designed to detect
material misstatement. We are not responsible for preventing
non-compliance or fraud and cannot be expected to detect non-
compliance with all laws and regulations.
6. We have nothing to report on the other information in the
Annual Report
The directors are responsible for the other information
presented in the Annual Report together with the financial
statements. Our opinion on the financial statements does not
cover the other information and, accordingly, we do not express
an audit opinion or, except as explicitly stated below, any form of
assurance conclusion thereon.
Our responsibility is to read the other information and, in doing
so, consider whether, based on our financial statements audit
work, the information therein is materially misstated or
inconsistent with the financial statements or our audit
knowledge. Based solely on that work we have not identified
material misstatements in the other information.
Strategic report and directors’ report
Based solely on our work on the other information:
— we have not identified material misstatements in the
Strategic report and the Directors’ report;
— in our opinion the information given in those reports for the
financial year is consistent with the financial statements; and
— in our opinion those reports have been prepared in
accordance with the Companies Act 2006.
Directors’ remuneration report
In our opinion the part of the Directors’ Remuneration Report to
be audited has been properly prepared in accordance with the
Companies Act 2006.
Disclosures of emerging and principal risks and longer-term
viability
We are required to perform procedures to identify whether
there is a material inconsistency between the directors’
disclosures in respect of emerging and principal risks and the
viability statement, and the financial statements and our audit
knowledge.
Based on those procedures, we have nothing material to add or
draw attention to in relation to:
— the directors’ confirmation within the viability statement on
pages 16 and 17 that they have carried out a robust
assessment of the emerging and principal risks facing the
Group, including those that would threaten its business
model, future performance, solvency and liquidity;
— the Emerging and Principal Risks disclosures describing these
risks and how emerging risks are identified, and explaining
how they are being managed and mitigated; and
— the directors’ explanation in the viability statements of how
they have assessed the prospects of the Group, over what
period they have done so and why they considered that
period to be appropriate, and their statement as to whether
they have a reasonable expectation that the Group will be
able to continue in operation and meet its liabilities as they
fall due over the period of their assessment, including any
related disclosures drawing attention to any necessary
qualifications or assumptions.
We are also required to review the viability statement, set out on
pages 16 and 17 under the Listing Rules. Based on the above
procedures, we have concluded that the above disclosures are
materially consistent with the financial statements and our audit
knowledge.
51
Annual Report & Accounts 2022 PREMIER MITON GLOBAL RENEWABLES TRUST PLC
6. We have nothing to report on the other information in the
Annual Report (continued)
Disclosures of emerging and principal risks and longer-term
viability
Our work is limited to assessing these matters in the context of
only the knowledge acquired during our financial statements
audit. As we cannot predict all future events or conditions and as
subsequent events may result in outcomes that are inconsistent
with judgements that were reasonable at the time they were
made, the absence of anything to report on these statements is
not a guarantee as to the Group’s and Company’s longer-term
viability.
Corporate governance disclosures
We are required to perform procedures to identify whether
there is a material inconsistency between the directors’
corporate governance disclosures and the financial statements
and our audit knowledge.
Based on those procedures, we have concluded that each of the
following is materially consistent with the financial statements
and our audit knowledge:
— the directors’ statement that they consider that the annual
report and financial statements taken as a whole is fair,
balanced and understandable, and provides the information
necessary for shareholders to assess the Group’s position and
performance, business model and strategy;
— the section of the annual report describing the work of the
Audit Committee, including the significant issues that the
audit committee considered in relation to the financial
statements, and how these issues were addressed; and
— the section of the annual report that describes the review of
the effectiveness of the Group’s risk management and
internal control systems.
We are required to review the part of the Corporate Governance
Statement relating to the Group’s compliance with the provisions
of the UK Corporate Governance Code specified by the Listing
Rules for our review. We have nothing to report in this respect.
7. We have nothing to report on the other matters on which
we are required to report by exception
Under the Companies Act 2006, we are required to report to you
if, in our opinion:
— adequate accounting records have not been kept by the
parent Company, or returns adequate for our audit have not
been received from branches not visited by us; or
— the parent Company financial statements and the part of the
Directors’ Remuneration Report to be audited are not in
agreement with the accounting records and returns; or
— certain disclosures of directors’ remuneration specified by
law are not made; or
— we have not received all the information and explanations
we require for our audit.
We have nothing to report in these respects.
8. Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set out on page 45, the
directors are responsible for: the preparation of the financial
statements including being satisfied that they give a true and fair
view; such internal control as they determine is necessary to
enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error; assessing
the Group and parent Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going
concern; and using the going concern basis of accounting unless
they either intend to liquidate the Group or the parent Company
or to cease operations, or have no realistic alternative but to do
so.
Auditor’s responsibilities
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue our
opinion in an auditor’s report. Reasonable assurance is a high
level of assurance, but does not guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or
in aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of the financial
statements.
A fuller description of our responsibilities is provided on the
FRC’s website at www.frc.org.uk/auditorsresponsibilities.
The Company is required to include these financial statements in
an annual financial report prepared using the single electronic
reporting format specified in the TD ESEF Regulation. This
auditor’s report provides no assurance over whether the annual
financial report has been prepared in accordance with that
format.
9. The purpose of our audit work and to whom we owe our
responsibilities
This report is made solely to the Company’s members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act
2006. Our audit work has been undertaken so that we might
state to the Company’s members those matters we are required
to state to them in an auditor’s report and for no other purpose.
To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the Company and the
Company’s members, as a body, for our audit work, for this
report, or for the opinions we have formed.
Bano Sheikh (Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
15 Canada Square
Canary Wharf
London
E14 5GL
United Kingdom
14 March 2023
52
PREMIER MITON GLOBAL RENEWABLES TRUST PLC Annual Report & Accounts 2022
Year ended 31 December 2022 Year ended 31 December 2021
Revenue Capital Total Revenue Capital Total
Notes £000 £000 £000 £000 £000 £000
(Losses)/gains on investments held at fair value
through profit or loss 8 – (4,466 ) (4,466 ) – 7, 4 6 9 7, 4 6 9
(Losses)/gains on forward currency contracts 13 – (726 ) (726 ) – 4 05 4 05
Gains/(losses) on foreign exchange 7 278 285 (2 ) (42 ) (4 4 )
Income 2 2,033 – 2,033 1, 9 6 9 – 1, 9 6 9
Investment management fee 3 (158 ) (237 ) (395 ) (1 41 ) (211 ) (3 5 2 )
Other expenses 4 (482 ) – (482 ) (456 ) – (456 )
Reconstruction costs 4 – – – – (43 ) (43 )
(Loss)/profit before finance costs and taxation 1,400 (5,151 ) (3,751 ) 1 ,3 7 0 7 ,578 8, 948
Finance costs 5 – (750 ) (750 ) – (7 14 ) (7 14 )
(Loss)/profit before taxation 1,400 (5,901 ) (4,501 ) 1 ,3 7 0 6,864 8,234
Taxation 6 (70 ) (18 ) (88 ) (18 ) – (18 )
(Loss)/profit for the year 1,330 (5,919 ) (4,589 ) 1 ,3 5 2 6,86 4 8,2 1 6
(Loss)/return per Ordinary share
(pence) - basic 18 7.29 (32.45 ) (25.16 ) 7. 4 3 3 7. 7 1 4 5 . 1 4
The total column of this statement represents the Group’s profit or loss, prepared in accordance with International Financial
Reporting Standards (IFRSs).
As the Parent of the Group, the Company has taken advantage of the exemption not to publish its own separate Income Statement
as permitted by the Companies Act 2006. The Company’s total comprehensive loss for the year ended 31 December 2022 was
£4,589,000 (2021: profit of £8,216,000).
The supplementary revenue and capital columns are prepared under guidance published by the Association of Investment
Companies (“AIC”).
All items derive from continuing operations; the Group does not have any other recognised gains or losses.
All income is attributable to the equity holders of the Company. There are no minority interests.
Group Income Statement
for the financial year ended 31 December 2022
The notes on pages 57 to 75 form part of these financial statements.
53
Annual Report & Accounts 2022 PREMIER MITON GLOBAL RENEWABLES TRUST PLC
Group Company Group Company
2022 2022 2021 2021
Notes £000 £000 £000 £000
Non current assets
Investments held at fair value through profit or loss 8 48,117 48,167 52 , 69 4 52,794
Current assets
Debtors 10 214 214 18 9 189
Forward foreign exchange contracts 13 – – 11 7 117
Cash at bank 546 546 5 62 562
Total assets 48,877 48,927 53, 5 62 53,662
Current liabilities
Other creditors 11 (19 1 ) (191) (162 ) (162)
Forward foreign exchange contracts 13 (4 0 1 ) (401) – –
Intercompany payable 11 – – – (50)
(592 ) (592) (1 62 ) (212)
Total assets less current liabilities 48,285 48,335 53, 4 0 0 53,450
Non–current liabilities:
amounts falling due after more than one year
Zero Dividend Preference Shares 12 (15,740 ) – (14,990 ) –
Intercompany payable 12 – (15,790) – (15,040)
Net assets 32,545 32,545 3 8 , 410 38,410
Equity attributable to Ordinary Shareholders
Share capital 14 183 183 18 3 183
Share premium 15 8,961 8,961 8 , 9 61 8,961
Redemption reserve 88 88 88 88
Capital reserve 16 14,609 14,609 20,5 28 20,528
Special reserve 7,472 7,472 7, 4 7 2 7, 472
Revenue reserve 1,232 1,232 1 ,17 8 1,178
Total equity attributable to Ordinary Shareholders 32,545 32,545 3 8 , 410 38,410
Net asset value per Ordinary Share (pence) 19 178.44 178.44 210 . 6 0 210.60
The financial statements on pages 52 to 75 of Premier Miton Global Renewables Trust PLC, company number 04897881, were
approved by the Board and authorised for issue on 14 March 2023 and were signed on its behalf by:
Gillian Nott OBE
Chairman
Consolidated and Company Balance Sheets
as at 31 December 2022
The notes on pages 57 to 75 form part of these financial statements.
54
PREMIER MITON GLOBAL RENEWABLES TRUST PLC Annual Report & Accounts 2022
Ordinary Share
share premium Redemption Capital Special Revenue
capital reserve reserve reserve* reserve** reserve** Total
Notes £000 £000 £000 £000 £000 £000 £000
For the year ended
31 December 2022
Balance at 31 December 2021 183 8,961 88 20,528 7,472 1,178 38,410
(Loss)/profit for the year – – – (5,919 ) – 1,330 (4,589 )
Ordinary dividends paid 7 – – – – – (1,276 ) (1,276 )
Balance at 31 December 2022 183 8,961 88 14,609 7,472 1,232 32,545
Ordinary Share
share premium Redemption Capital Special Revenue
capital reserve reserve reserve* reserve** reserve** Total
Notes £000 £000 £000 £000 £000 £000 £000
For the year ended
31 December 2021
Balance at 31 December 2020 1 81 8,7 0 1 8 8 1 3,664 7 ,4 72 1 , 2 73 3 1 ,3 79
Issue of Ordinary shares 2 260 – – – – 26 2
Profit for the year – – – 6,864 – 1 ,35 2 8,2 1 6
Ordinary dividends paid 7 – – – – – (1 ,4 4 7 ) (1 ,447 )
Balance at 31 December 2021 1 83 8,96 1 88 20,5 28 7 ,4 72 1 , 1 78 3 8,4 1 0
* Distributable for the purpose of redemption of shares.
** Distributable reserves.
Consolidated Statement of Changes in Equity
for the financial year ended 31 December 2022
The notes on pages 57 to 75 form part of these financial statements.
55
Annual Report & Accounts 2022 PREMIER MITON GLOBAL RENEWABLES TRUST PLC
The notes on pages 57 to 75 form part of these financial statements.
Ordinary Share
share premium Redemption Capital Special Revenue
capital reserve reserve reserve* reserve** reserve** Total
Notes £000 £000 £000 £000 £000 £000 £000
For the year ended
31 December 2022
Balance at 31 December 2021 183 8,961 88 20,528 7,472 1,178 38,410
(Loss)/profit for the year – – – (5,919) – 1,330 (4,589)
Ordinary dividends paid 7 – – – – – (1,276) (1,276)
Balance at 31 December 2022 183 8,961 88 14,609 7,472 1,232 32,545
Ordinary Share
share premium Redemption Capital Special Revenue
capital reserve reserve reserve* reserve** reserve** Total
Notes £000 £000 £000 £000 £000 £000 £000
For the year ended
31 December 2021
Balance at 31 December 2020 181 8,701 88 13,664 7,472 1,273 31,379
Issue of Ordinary shares 2 260 – – – – 262
Profit for the year – – – 6,864 – 1,352 8,216
Ordinary dividends paid 7 – – – – – (1,447) (1,447)
Balance at 31 December 2021 183 8,961 88 20,528 7,472 1,178 38,410
* Distributable for the purpose of redemption of shares.
** Distributable reserves.
Company Statement of Changes in Equity
for the financial year ended 31 December 2022
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PREMIER MITON GLOBAL RENEWABLES TRUST PLC Annual Report & Accounts 2022
Group Company Group Company
Year ended Year ended Year ended Year ended
31 December 31 December 31 December 31 December
2022 2022 2021 2021
£000 £000 £000 £000
(Loss)/profit before taxation (4,501 ) (4,501) 8,23 4 8,234
Adjustments for
Finance costs 750 750 714 714
Losses/(gains) on investments held at fair value through profit or loss 4,466 4,466 ( 7, 4 6 9 ) (7,4 69)
Losses/(gains) on forward foreign exchange contracts 726 726 (405 ) (405)
(Gains)/losses on foreign exchange (285 ) (285) 44 44
Decrease/(increase) in other receivables 12 12 (5 ) (5)
Increase/(decrease) in other payables 29 (21) (31 ) (31)
Overseas taxation paid (125 ) (125) (61 ) (61)
Net cash flow from operating activities 1,072 1,022 1,021 1,021
Investing activities
Purchases of investments (19,417 ) (19,417) (18,371 ) (18,371)
Proceeds from sales of investments 19,528 19,578 18,298 18,298
Cash flows from forward foreign exchange contracts (208 ) (208) 482 482
Net cash flow from investing activities (97 ) (47) 409 409
Financing activities
Proceeds from issue of Ordinary Shares – – 262 262
Dividends paid (1,276 ) (1,276) (1,447 ) (1,447)
Net cash flow from financing activities (1,276 ) (1,276) (1,185 ) (1,185)
(Decrease)/increase in cash and cash equivalents (301 ) (301) 245 245
Gains/(losses) on foreign exchange 285 285 (44 ) (44)
Cash and cash equivalents, beginning of the year 562 562 361 361
Cash and cash equivalents at end of the year 546 546 562 562
Consolidated and Company Cashflow Statements
for the financial year ended 31 December 2022
The notes on pages 57 to 75 form part of these financial statements.
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Annual Report & Accounts 2022 PREMIER MITON GLOBAL RENEWABLES TRUST PLC
Notes to the Financial Statements
for the financial year ended 31 December 2022
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PREMIER MITON GLOBAL RENEWABLES TRUST PLC Annual Report & Accounts 2022
Notes to the Financial Statements continued
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Annual Report & Accounts 2022 PREMIER MITON GLOBAL RENEWABLES TRUST PLC
Notes to the Financial Statements continued
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PREMIER MITON GLOBAL RENEWABLES TRUST PLC Annual Report & Accounts 2022
Notes to the Financial Statements continued
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Annual Report & Accounts 2022 PREMIER MITON GLOBAL RENEWABLES TRUST PLC
Notes to the Financial Statements continued
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PREMIER MITON GLOBAL RENEWABLES TRUST PLC Annual Report & Accounts 2022
Notes to the Financial Statements continued
6. TAXATION
(a) ANALYSIS OF CHARGE IN THE YEAR:
Year ended 31 December 2022 Year ended 31 December 2021
Revenue Capital Total Revenue Capital Total
£000 £000 £000 £000 £000 £000
Overseas withholding tax 70 – 70 122 – 122
Overseas capital gains tax – 18 18 – – –
Reclaims from overseas withholding tax – – – (104) – (104)
Total tax charge for the year (see note 6 (b)) 70 18 88 18 – 18
(b) FACTORS AFFECTING THE TOTAL TAX CHARGE FOR THE YEAR:
The tax assessed for the year is higher (31 December 2021: lower) than the standard rate of corporation tax in the UK of 19.0%
(31 December 2021: 19.0%). The differences are explained below:
Year ended Year ended
31 December 31 December
2022 2021
£000 £000
Total (loss)/profit before taxation (4,501) 8,234
UK corporation tax at 19.0% (31 December 2021: 19.0%) (855) 1,564
Effects of:
Capital gains subject to corporation tax 33 9
Capital losses/(gains) not subject to corporation tax
848 (1,419)
Losses/(gains) on forward currency contracts not subject to corporation tax 138 (77)
(Gains)/losses on foreign exchange not subject to corporation tax
(54) 8
Finance costs of ZDP Shares not deductible 143 136
Restructuring costs of ZDP Shares not deductible – 8
UK dividends which are not taxable (156) (129)
Overseas tax suffered
70 18
Overseas capital gains subject to tax
18 –
Overseas dividends not taxable in the UK
(211) (214)
Movement in unutilised management expenses
114 114
Total tax charge 88 18
The Company is not liable to UK corporation tax on capital gains due to its status as an investment trust.
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6. TAXATION continued
Notes to the Financial Statements continued
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Notes to the Financial Statements continued
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Annual Report & Accounts 2022 PREMIER MITON GLOBAL RENEWABLES TRUST PLC
Notes to the Financial Statements continued
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PREMIER MITON GLOBAL RENEWABLES TRUST PLC Annual Report & Accounts 2022
Notes to the Financial Statements continued
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Notes to the Financial Statements continued
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Notes to the Financial Statements continued
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Notes to the Financial Statements continued
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PREMIER MITON GLOBAL RENEWABLES TRUST PLC Annual Report & Accounts 2022
Notes to the Financial Statements continued
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Notes to the Financial Statements continued
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PREMIER MITON GLOBAL RENEWABLES TRUST PLC Annual Report & Accounts 2022
Notes to the Financial Statements continued
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Notes to the Financial Statements continued
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PREMIER MITON GLOBAL RENEWABLES TRUST PLC Annual Report & Accounts 2022
Notes to the Financial Statements continued
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Annual Report & Accounts 2022 PREMIER MITON GLOBAL RENEWABLES TRUST PLC
Notes to the Financial Statements continued
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PREMIER MITON GLOBAL RENEWABLES TRUST PLC Annual Report & Accounts 2022
ALTERNATIVE PERFORMANCE MEASURES (“APMS”)
The European Securities and Markets Authority defines an Alternative Performance Measure (“APM”) as being a financial measure
of historical or future financial performance, financial position or cash flow, other than a financial measure defined or specified in
the applicable accounting framework. The APMs used may not be directly comparable with those used by other companies. In
selecting these Alternative Performance Measures, the Directors considered the key objectives and expectations of typical investors
in an investment trust such as the Company. In particular the Directors have selected APMS which allow the user to gain a better
understanding of the Company’s capital structure and the risks inherent within the Company’s structure. The following APM’s have
been used:
DISCOUNT/PREMIUM (APM)
If the share price of an investment trust is lower than the NAV per share, the shares are said to be trading at a discount. The size of
the discount is calculated by subtracting the share price from the NAV per share and is usually expressed as a percentage of the NAV
per share. If the share price is higher than the NAV per share, the shares are said to be trading at a premium. The Board monitors the
level of discount or premium and consideration is given to ways in which share price performance may be enhanced, including the
effectiveness of marketing and share buy-backs, where appropriate. The discount/premium is shown on page 2.
As at As at
31 December 31 December
2022 2021
Net Asset Value per Ordinary Share (cum income) a 178.44p 210.60p
Mid-market price per Ordinary Share b 155.50p 196.50p
Discount (b-a)/a (12.9%) (6.7%)
GEARING (APM)
Gearing, or leverage, is introduced when a company borrows money or issues prior ranking share classes such as Zero Dividend
Preference (“ZDP”) shares, to buy additional investments. The objective is to enhance returns to shareholders but there is the risk of
the opposite effect if the additional investments fall in value.
Gearing has been calculated by dividing the Zero Dividend Preference Shares over the Equity attributable to Ordinary Shareholders.
As at As at
31 December 31 December
2022 2021
Zero Dividend Preference Shares £15.7m £15.0m
Equity attributable to Ordinary Shareholders £32.5m £38.4m
Gearing 48.4% 39.0%
GROSS REDEMPTION YIELD
The return on a fixed-interest security, or any investment with a known life, expressed as an annual percentage and without any
deduction for tax. Redemption yield measures the capital as well as income return on investments with a fixed life.
Glossary of Terms and Alternative Performance Measures
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Annual Report & Accounts 2022 PREMIER MITON GLOBAL RENEWABLES TRUST PLC
HURDLE RATES (APM)
The compound rate of growth or decline of the total assets required each year until the redemption date for shareholders to receive
the predetermined redemption price on a Zero Dividend Preference Share or the current share price on an Ordinary Share.
Year ended Year ended
31 December 31 December
Hurdle Rate – Ordinary Shares 2022 2021
Gross assets less current liabilities (excluding Zero Dividend Preference Shares) a £48.3m £53.4m
Less management fees to be charged to capital until ZDP redemption date b (£0.6m) (£0.9m)
c = a+b £47.7m £52.5m
Redemption value of Zero Dividend Preference Shares d (£18.1m) (£18.1m)
Expected equity attributable to Ordinary Shareholders
at ZDP redemption date 28 November 2025 e = c+d £29.5m £34.3m
31 December 2022 market capitalisation based on mid share price
of 155.50p (2021: 196.50p) x number of shares in issue f £28.4m £35.8m
Difference between year-end market capitalisation and
expected market capitalisation at ZDP redemption date g = f-e (£1.1m) £1.5m
Change in year-end gross assets required to return current market
capitalisation at ZDP redemption date h = g/a (2.4%) 2.9%
Ordinary Shares Hurdle p.a. to return
the 31 December 2022 (31 December 2021)
share price at 28 November 2025 = (1+h)^(1/((number of days to redemption)/365))-1 (0.8%) 0.7%
Numbers have been rounded.
Year ended Year ended
31 December 31 December
Hurdle Rate – Zero Dividend Preference Shares 2022 2021
Gross assets less current liabilities (excluding Zero Dividend Preference Shares) a £48.3m £53.4m
Redemption value of Zero Dividend Preference Shares b £18.1m £18.1m
Management fees to be charged to capital until ZDP redemption date c £0.6m £0.9m
d = b+c £18.8m £19.1m
Percentage to fall before Zero Dividend Preference Shares not fully covered e = (d-a)/a (61.1%) (64.3%)
Zero Dividend Preference Shares Hurdle p.a. to return
the redemption price of 127.6111p
at 28 November 2025 = (1+e)^(1/((number of days to redemption)/365))-1 (27.7%) (23.1%)
Numbers have been rounded. Numbers may not sum due to rounding.
Glossary of Terms and Alternative Performance Measures continued
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PREMIER MITON GLOBAL RENEWABLES TRUST PLC Annual Report & Accounts 2022
NET ASSET VALUE (“NAV”) (CUM INCOME)
The NAV is the assets attributable to shareholders expressed as an amount per individual share. PMGR’s Ordinary Share NAV is
calculated as the total value of all its assets, at current market value, having deducted all prior charges at their par value (or at their
asset value). “Cum income” referred to the inclusion of current year net revenue accrued but not yet paid as a dividend.
NAV TOTAL RETURN (APM)
The combined effect of any dividends paid, together with the rise or fall in the share price or NAV. Total return statistics enable
the investor to make performance comparisons between companies with different dividend policies. Dividends received
by a shareholder are assumed to have been reinvested in either additional shares of the company on the date the shares go
ex-dividend (the share price total return) or in the assets of the Company at its NAV per share (the NAV total return). The total return,
the NAV total return and the share price total return figures are shown on page 2.
Year ended Year ended
31 December 31 December
2022 2021
Opening NAV 210.60p 173.48p
(Decrease)/increase in NAV
(32.16p) 37.12p
Closing NAV
178.44p 210.60p
% (decrease)/increase in NAV (15.3%) 21.4%
Impact of reinvested dividends 3.2% 5.1%
NAV Total Return
(12.1%) 26.5%
ONGOING CHARGES (APM)
The ongoing charges represent the Company’s management fee and all other operating expenses, excluding finance costs,
expressed as a percentage of the average of the daily Total Assets during the year (see page 2). The Board continues to be conscious
of expenses and works hard to maintain a sensible balance between good quality service and cost.
Year ended 31 December 2022 2022 2021 2021
£000 £000 £000 £000
Average Total Assets a 51,655 48,828
Investment management fee 395 352
Other operating expenses 482 456
Total expenses excluding finance costs b 877 808
Ongoing charges (b÷a) 1.70% 1.65%
Glossary of Terms and Alternative Performance Measures continued
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Annual Report & Accounts 2022 PREMIER MITON GLOBAL RENEWABLES TRUST PLC
Glossary of Terms and Alternative Performance Measures continued
SHARE PRICE TOTAL RETURN (APM)
The return to the investor, on a mid price to mid price basis, assuming that all dividends paid were reinvested, without transaction
costs, into additional shares of the Company on the date the shares were quoted ex-dividend.
Year ended Year ended
31 December 31 December
2022 2021
Opening share price 196.50p 157.50p
(Decrease)/increase in share price (41.00p) 39.00p
Closing share price
155.50p 196.50p
% (decrease)/increase in share price (20.9%) 24.8%
Impact of reinvested dividends 3.2% 5.9%
Share Price Total Return (17.7%) 30.7%
TOTAL ASSETS
Total assets less current liabilities, before deduction of all borrowings.
TOTAL ASSETS TOTAL RETURN (APM)
The total assets total return compares the closing assets to the opening assets plus dividends payable to Ordinary Shareholders that
have been marked ex-dividend during the year.
Year ended Year ended
31 December 31 December
2022 2021
£000 £000
Opening Total Assets 53,400 45,655
Closing Total Assets 48,285 53,400
(Decrease)/increase (5,115) 7,745
Zero Dividend Preference net refinancing – –
Dividends marked “ex-dividend” in the period 1,276 1,447
Total assets total return (£000) (3,839) 9,192
Total assets total return (%) (7. 3%) 19.8%
Total assets total return expressed as a percentage, takes into account timing of dividends paid to Ordinary Shareholders and other
capital returns during the year, and also assumes dividends are reinvested. The disclosures provided above are illustrative of the
major components of the calculation, and cannot of themselves be used to replicate the calculation.
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PREMIER MITON GLOBAL RENEWABLES TRUST PLC Annual Report & Accounts 2022
ZERO DIVIDEND PREFERENCE SHARE COVER (NON CUMULATIVE) (APM)
The non cumulative cover measures the amount by which the final redemption value of the Zero Dividend Preference Shares
are secured by the total assets of the Group allowing for all prior ranking liabilities and the accrual of expenses to capital over the
remaining period to the redemption of the Zero Dividend Preference Shares.
Year ended Year ended
31 December 31 December
2022 2021
Gross assets less current liabilities (excluding Zero Dividend Preference Shares) £48.3m £53.4m
Less December revenue reserve (£1.2m) (£1.2m)
Gross assets for Zero Dividend Preference Cover a £47.1m £52.2m
Redemption value of Zero Dividend Preference Shares b £18.1m £18.1m
Management fees charged to capital c £0.2m £0.2m
Years left d 2.91 3.91
Zero Dividend Preference Share Cover (non cumulative) a/(b+(c
*
d)) 2.51x 2.74x
Numbers have been rounded. Numbers may not sum due to rounding.
Glossary of Terms and Alternative Performance Measures continued
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Annual Report & Accounts 2022 PREMIER MITON GLOBAL RENEWABLES TRUST PLC
Company History
The Company, a UK investment trust listed on the Main Market of the London Stock Exchange
2003 and commenced its activities on 4 November 2003. The Company was established in connection with the scheme of
reconstruction of Legg Mason Investors International Utilities Trust PLC, with 18,143,433 Ordinary Shares and 19,143,433 Zero
Dividend Preference Shares being allotted at launch. On 18 December 2009 shareholders approved special resolutions to implement
tender offers for Ordinary Shares and Zero Dividend Preference (“ZDP”) Shares, to extend the life of the Company until 31 December
2015 and to amend the final entitlement per ZDP Share to 221.78p on 31 December 2015. On 15 December 2010 shareholders
approved proposals to issue new shares in connection with the reconstruction of Premier Renewable Energy Fund Limited.
On 27 August 2014 shareholders approved proposals to extend the life of the Company and to implement a reorganisation of
the Company through a scheme of arrangement. The existing ZDP Shares were replaced with New ZDP Shares issued by a newly
incorporated subsidiary of the Company, PEWT Securities PLC and the Articles were amended to allow the Company to continue
with an indefinite life whilst including a provision to allow holders of ordinary shares an opportunity to vote on the continued
existence of the Company every five years from 2020. In December 2014 the Company raised £1,361,931 (after expenses) through
the placing of 310,000 Ordinary Shares and 384,681 ZDP Shares (issued by PEWT Securities PLC).
During 2015 the Company raised £3,153,000 (after expenses) through the placing of 710,000 Ordinary Shares and 881,045 ZDP
Shares (issued by PEWT Securities PLC).
On 14 December 2015 it was announced that elections by ZDP Shareholders to participate in the Rollover Option exceeded the
Maximum Issue Size, meaning that such Elections were scaled back on a pro-rata basis. Each ZDP Shareholder who made a valid
Election to receive new ZDP Shares of PEWT Securities 2020 PLC received approximately 1,871 new ZDP Shares and £346.80 in cash
for every 1,000 existing ZDP Shares held on the Effective Date and for which they made a valid Election. On 31 December 2015,
PEWT Securities PLC was placed into members’ voluntary liquidation and 24,073,337 new ZDP Shares in PEWT Securities 2020 PLC,
with a final capital entitlement per ZDP Share of 125.6519 pence on 30 November 2020, were issued to satisfy ZDP Shareholders
who had elected to roll over their investment.
On 1 November 2017, the Board of Premier Energy and Water Trust PLC announced that the name of the Company changed to
Premier Global Infrastructure Trust PLC and simultaneously the name of the Company’s subsidiary, PEWT Securities 2020 PLC, was
changed to PGIT Securities 2020 PLC.
At the Company’s Annual General Meeting held on 22 April 2020, shareholders approved a resolution that the company continue
in existence as an investment trust until the Annual General Meeting in 2025.
At a General Meeting held on 9 October 2020, shareholders approved a resolution to amend the Company’s investment policy
so that the portfolio consists primarily of investments in companies operating in the renewable energy sector as well as other
sustainable infrastructure investments. On 16 November 2020 the Company changed its name to Premier Miton Global Renewables
Trust PLC.
On 23 November 2020 the Company announced that valid elections to participate in a new ZDP share to be issued by PMGR
Securities 2025 PLC were received in respect of 8,648,877 existing ZDP Shares issued by PGIT Securities 2020 PLC, resulting in an
entitlement to 10,867,439 new ZDP Shares. In addition PMGR Securities 2025 PLC placed a further 3,349,900 new ZDP Shares with
new investors. On 30 November 2020, PGIT Securities 2020 PLC was placed into members’ voluntary liquidation and existing ZDP
Shares, which had not made a valid election to receive new ZDP Shares, received their final capital entitlement of 125.6519 pence
per ZDP share. On the same day, PMGR Securities 2025 PLC issued 14,217,339 new ZDP Shares with a final capital entitlement of
126.6111 pence on 28 November 2025.
During 2021 the Company raised £262,000 (after expenses) through the placing of 150,000 Ordinary Shares. No new shares were
issued during 2022.
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PREMIER MITON GLOBAL RENEWABLES TRUST PLC Annual Report & Accounts 2022
SHARE PRICE AND PERFORMANCE INFORMATION
The Ordinary Shares and ZDP Shares are listed on the London Stock Exchange. Information about the Company and that of the
other investment companies managed by Premier Miton Group plc, namely the Diverse Income Trust plc, Miton UK MicroCap Trust
plc and MIGO Opportunities Trust plc, including the current share prices which can be obtained directly via www.premiermiton.com,
or in the case of Premier Miton Global Renewables Trust PLC, directly from www.globalrenewablestrust.com
Contact Premier Miton Investor Services on 03334561122, or by e mail to investorservices@premiermiton.com
SHARE DEALING
Shares can be purchased through a stockbroker, or on a variety of retail investor platforms.
SHARE REGISTER ENQUIRIES
The register for the Ordinary Shares and ZDP Shares is maintained by the Company’s Registrar, Link Group. In the event of queries
regarding your holding, please contact the Registrar on 0371 664 0300 or, if calling from overseas, on +44 (0) 371 664 0300. Calls
are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the
applicable international rate. The Registrar is open between 09:00 - 17:30, Monday to Friday excluding public holidays in England
and Wales. You can also contact the Registrar by email at shareholderenquiries@linkgroup.co.uk. Changes of name and/or address
must be notified in writing to the Registrar.
STATEMENT REGARDING NON-MAINSTREAM INVESTMENT PRODUCTS
The Company currently conducts its affairs so that both the Ordinary Shares issued by the Company and the ZDP Shares issued by
the Company’s wholly owned subsidiary PMGR Securities 2025 PLC can be recommended by Independent Financial Advisors to 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 Ordinary Shares and the ZDP Shares fall outside the restrictions which apply to non-mainstream pooled investment products
because they are excluded securities.
A member of the Association of Investment Companies.
Shareholder Information
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Annual Report & Accounts 2022 PREMIER MITON GLOBAL RENEWABLES TRUST PLC
AIFMD DISCLOSURES
The provisions of the Alternative Investment Fund Managers Directive took effect on 22 July 2014, were transposed into UK law
under the European Union (Withdrawal) Act 2018 and amended via the Alternative Investment Fund Managers (Amendment)
(EU Exit) Regulations 2019 (“AIFMD” or “UK AIFMD”). The Alternative Investment Fund Manager (“AIFM”) of the Company is Premier
Portfolio Managers Limited (“PPM”), authorised by the FCA as an Alternative Investment Fund Manager (“AIFM” or “UK AIFM”) under
the AIFMD.
Pre-Investment Disclosures
The AIFM is required to make certain disclosures available to investors in accordance with the AIFMD. Those disclosures that
are required to be made pre-investment can be found at https://www.premierfunds.co.uk/media/820971/premier-miton-global-
renewables-trust-pre-investment-disclosure-document-aifmd.pdf. The document was updated in January 2023 and there have been
no material changes to the disclosures contained within the document since that date.
AIFMD Leverage limits
The maximum level of leverage which the Investment Manager may employ on behalf of the Company and the levels as at
31 December 2022 are set out below:
Note that a leverage or commitment exposure level of 100% represents no leverage. Leverage arises from the ZDP Shares and
forward currency contracts.
Maximum gross leverage (calculated as specified by the AIFM Directive): 1,000% Level as at 31 December 2022: 187%
Maximum commitment exposure (calculated as specified by the AIFM Directive): 800%. Level as at 31 December 2022: 149%
Remuneration Disclosure
The provisions of the AIFMD require the AIFM to establish and maintain remuneration policies for its staff which are consistent with
and promote sound and effective risk management.
The AIFM is part of a larger group of companies within which remuneration policies are the responsibility of a remuneration
committee comprised entirely of non-executive directors. That committee has established a remuneration policy which sets out
a framework for determining the level of fixed and variable remuneration of staff, including maintaining an appropriate balance
between the two.
Arrangements for variable remuneration within the AIFM’s group are calculated primarily by reference to the performance of each
individual and the profitability of the relevant business unit. The policies are designed to reward long term performance and long
term profitability.
Within the PMI Group, all staff are employed by a subsidiary of the Parent Company with none employed directly by the AIFM. The
costs of a number of individuals are allocated between the entities within the AIFM’s group based on the expected amount of time
devoted to each.
The total remuneration of those individuals who are fully or partly involved in the activities of the AIFM in relation to Alternative
Investment Funds, including the Company (‘AIFs’), including those whose time is allocated between group entities, for the financial
year ending 30 September 2022, is analysed below:
2022
Fixed remuneration £4,265,246
Variable remuneration £1,840,851
Total £6,106,097
Weighted FTE Headcount 50
AIFMD Disclosures and Remuneration Disclosure
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PREMIER MITON GLOBAL RENEWABLES TRUST PLC Annual Report & Accounts 2022
Remuneration Disclosure continued
The table below provides an alternative analysis of the remuneration data.
2022
Aggregate remuneration of:
Significant Influence Functions £1,767,151
Senior Management Functions £83,970
Other staff £4,254,976
Total £6,106,097
The staff members included in the above analysis support all the funds managed by the AIFM. It is not considered feasible or useful
to attempt to apportion these figures to individual AIFs.
The AIFM’s management have reviewed the general principles of the remuneration policy and its application in the last year which
has resulted in no material changes to the policy.
AIFMD Disclosures and Remuneration Disclosure continued
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Annual Report & Accounts 2022 PREMIER MITON GLOBAL RENEWABLES TRUST PLC
This document is important and requires your immediate attention. If you are in any doubt as to any aspect of the
proposals referred to in this document or as to the action you should take, you should seek your own advice from a
stockbroker, bank manager, solicitor, accountant, or other independent professional adviser authorised under the
Financial Services and Markets Act 2000. If you have sold or otherwise transferred all of your shares in Premier Miton
Global Renewables Trust PLC, please forward this document and the accompanying documents as soon as possible to
the purchaser or transferee, or to the stockbroker or other agent through whom the sale or transfer was effected, for
transmission to the purchaser or transferee.
Notice is hereby given that the Annual General Meeting of the Company will be held at the offices of Stephenson Harwood LLP,
1 Finsbury Circus, London EC2M 7SH on Wednesday, 26 April 2023, at 12:15 p.m. to consider and, if thought fit, pass Resolutions 1
to 11 inclusive as ordinary resolutions and Resolutions 12 to 15 as special resolutions:
Ordinary resolutions
1. To receive and adopt the Strategic Report, Directors’ Report and Financial Statements for the year ended 31 December
2022, together with the report of the Auditor thereon.
2. To approve the Directors’ Remuneration Report for the year ended 31 December 2022, excluding the remuneration
policy of the Company.
3. To approve the Directors’ Remuneration Policy, the full text of which is contained in the Directors’ Remuneration
Report for the year ended 31 December 2022.
4. To approve the Company’s dividend policy to continue to pay four interim dividends per year.
5. To re-elect Mrs Gillian Nott as a Director of the Company.
Gillian Nott is an experienced Chair of investment trusts having spent over 20 years working in the sector. In addition, she has
a good understanding of regulatory matters having served on the Board of the Association of Investment Companies and the
Financial Services Authority, the predecessor to the Financial Conduct Authority.
6. To re-elect Ms Victoria Muir as a Director of the Company.
Ms Muir has over 25 years’ experience in financial services, with a particular focus on the distribution of investment products in
the asset management industry. She is a Chartered Director, contributing a strong governance perspective.
7. To re-elect Mr Melville Trimble as a Director of the Company.
Melville Trimble has had over 30 years’ experience of advising investment trust boards and has particular knowledge on the
structuring of such companies. He is a qualified chartered accountant and a fellow of the Chartered Institute of Securities and
Investments.
8. To reappoint KPMG LLP as Auditor of the Company to hold office until the conclusion of the next General Meeting at
which financial statements are laid before the Company.
9. To authorise the Audit Committee to determine the Auditor’s remuneration.
10. Authority to allot new shares:
THAT, the Directors be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006
(the “Act”) to exercise all the powers of the Company to allot ordinary shares of 1p each in the capital of the Company (“Ordinary
Shares”) up to an aggregate nominal amount of £18,238.48 (representing approximately 10% of the Ordinary Shares in issue as
at the date of this Notice, excluding treasury shares), such authority to expire at conclusion of the Company’s AGM to be held in
2024, unless renewed, varied or revoked by the Company in a general meeting, save that the Company may, at any time prior
to the expiry of such authority, make an offer or enter into an agreement which would or might require Ordinary Shares to be
allotted in pursuance of such offer or agreement as if such authority had not expired. This resolution revokes and replaces all
unexercised authorities previously granted to the Directors to allot Ordinary Shares but without prejudice to any allotment of
Ordinary Shares or grant of rights made, offered or agreed to be made pursuant to such authorities.
Notice of Annual General Meeting
to the members of Premier Miton Global Renewables Trust PLC
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PREMIER MITON GLOBAL RENEWABLES TRUST PLC Annual Report & Accounts 2022
11. THAT, subject to the passing of Resolution 10, the Directors be generally and unconditionally authorised in accordance with
section 551 of the Companies Act 2006 (the “Act”) to exercise all the powers of the Company to allot Ordinary Shares up to an
aggregate nominal amount of £18,238.48 (representing approximately 10% of the Ordinary Shares in issue as at the date of
this Notice, excluding treasury shares), such authority to expire at conclusion of the Company’s AGM to be held in 2024, unless
renewed, varied or revoked by the Company in a general meeting, save that the Company may, at any time prior to the expiry
of such authority, make an offer to enter into an agreement which would or might require Ordinary Shares to be allotted in
pursuance of such offer or agreement as if such authority had not expired. This resolution revokes and replaces all unexercised
authorities previously granted to the Directors to allot Ordinary Shares but without prejudice to the authority granted to the
Directors pursuant to Resolution 10, or any allotment of Ordinary Shares or grant of rights made, offered or agreed to be made
pursuant to such authorities.
Special Resolutions
12. Authority to disapply pre-emption rights:
THAT, subject to the passing of Resolution 10, the Directors be generally empowered (pursuant to sections 570 and 573 of the
Companies Act 2006 (the “Act”)) to allot Ordinary Shares and to sell Ordinary Shares from treasury for cash as if section 561 of the
Act did not apply to any such allotment or sale, provided that this power shall be limited up to an aggregate nominal amount
of £18,238.48 representing approximately 10% of the Ordinary Shares in issue as at the date of this Notice, excluding treasury
shares). This power will expire at the conclusion of the Company’s AGM to be held in 2024 (unless previously revoked, varied
or renewed by the Company in general meeting), save that the Company may, at any time prior to the expiry of such power,
make an offer or enter into an agreement which would or might require Ordinary Shares to be allotted or sold from treasury
after the expiry of such power and the Directors may allot or sell from treasury Ordinary Shares in pursuance of such an offer or
agreement as if such power had not expired.
13. THAT, subject to the passing of Resolution 11, the Directors be generally empowered (pursuant to sections 570 and 573 of the
Companies Act 2006 (the “Act”)) to allot Ordinary Shares and to sell Ordinary Shares from treasury for cash as if section 561 of the
Act did not apply to any such allotment or sale, provided that this power shall be limited up to an aggregate nominal amount
of £18,238.48 (representing approximately 10% of the Ordinary Shares in issue as at the date of this Notice, excluding treasury
shares). This power will expire at the conclusion of the Company’s AGM to be held in 2024 (unless previously revoked, varied
or renewed by the Company in general meeting), save that the Company may, at any time prior to the expiry of such power,
make an offer or enter into an agreement which would or might require Ordinary Shares to be allotted or sold from treasury
after the expiry of such power and the Directors may allot or sell from treasury Ordinary Shares in pursuance of such an offer
or agreement as if such power had not expired. This resolution is in addition to the authority granted pursuant to, but without
prejudice to that granted to, the Directors in Resolution 12 above.
14. Authority to repurchase the Company’s shares:
THAT, in substitution of all existing authorities, the Company be and is hereby generally and unconditionally authorised in
accordance with Section 701 of the Companies Act 2006 (“the Act”) to make market purchases (within the meaning of Section
693(4) of the Act) of Ordinary Shares of 1p each in the capital of the Company (together the “Shares”), provided that:
(a) the maximum number of Shares hereby authorised to be purchased shall be 2,733,948 Ordinary Shares;
(b) the minimum price which may be paid for a Share is 1 pence;
(c) the maximum price which may be paid for an Ordinary Share is an amount equal to the highest of (i) 105% of the average
of the middle market quotation for an Ordinary Share taken from the London Stock Exchange Daily Official List for the five
business days immediately preceding the day on which the Ordinary Share is purchased and (ii) the higher of the price of
the last independent trade in the Ordinary Shares and the highest then current independent bid for the Ordinary Shares on
the London Stock Exchange;
(d) Ordinary Shares may only be purchased at prices below their prevailing net asset value per Ordinary Share (as determined
by the Directors in accordance with the Articles as at a date falling no more than 10 days before the date of the relevant
repurchase and taking into account the costs of the repurchase) and where:
(i) the Cover of the ZDP Shares issued by PMGR Securities 2025 PLC (“ZDP Shares”) would not be reduced below 1.75 times;
or
Notice of Annual General Meeting continued
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Annual Report & Accounts 2022 PREMIER MITON GLOBAL RENEWABLES TRUST PLC
(ii) the Cover of the ZDP Shares would not be less than the Cover of the ZDP Shares in issue immediately prior to the
repurchase, in each case as determined by the Directors as at a date falling not more than ten days before the date of
repurchase and taking account of any purchases of ZDP Shares proposed to be made at or about the same time;
(e) Ordinary Shares and ZDP Shares may be purchased in such proportions and at such prices so as to effect an increase in the
net asset value per Ordinary Share (as determined by the Directors in accordance with the Articles as at a date falling no
more than 10 days before the date of the relevant repurchases and taking into account the costs of the repurchases) and
where:
(i) the Cover of the ZDP Shares would not be reduced below 1.75 times; or
(ii) the Cover of the ZDP Shares would not be less than the Cover of the ZDP Shares in issue immediately prior to the
repurchases, in each case as determined by the Directors as at a date falling not more than 10 days before the date of
repurchases;
(f ) the authority hereby conferred shall expire at the earlier of the conclusion of the Annual General Meeting of the Company
in 2024 or 26 October 2024 unless such authority is renewed prior to such time; and
(g) the Company may make a contract to purchase Ordinary Shares under the authority hereby conferred prior to expiry of
such authority which will be or may be executed wholly or partly after the expiration of such authority and may make a
purchase of Ordinary Shares pursuant to any such contract.
Any shares so purchased will be cancelled in accordance with the provisions of the Act.
15. Notice Period for General Meetings
THAT a general meeting other than an annual general meeting may be called on not less than 14 clear days’ notice, such
authority to expire at the conclusion of the next annual general meeting of the Company.
By order of the Board
Link Company Matters Limited
Company Secretary
14 March 2023
Registered Office:
6th Floor, 65 Gresham Street
London EC2V 7NQ
Notice of Annual General Meeting continued
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PREMIER MITON GLOBAL RENEWABLES TRUST PLC Annual Report & Accounts 2022
Notes to the Notice of Annual General Meeting
1. Members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf
at the meeting. A shareholder may appoint more than one proxy in relation to the Annual General Meeting provided that
each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A shareholder
may not appoint more than one proxy to exercise the rights attached to any one share. A proxy need not be a shareholder of
the Company.
To submit your proxy instructions, please complete the online form of proxy by logging on to www.signalshares.com and
selecting Premier Miton Global Renewables Trust PLC. If you have not yet registered for the share portal you will need your
investor code (IVC) which is detailed on your share certificate or is available by calling our Registrar, Link Group on 0371 664
0300 or, if calling from overseas, on +44 (0) 371 664 0300. Calls are charged at the standard geographic rate and will vary by
provider. Calls outside the United Kingdom will be charged at the applicable international rate. The Registrar is open between
09:00 - 17:30, Monday to Friday excluding public holidays in England and Wales. Alternatively, you can request a paper proxy
form from Link Group on the telephone number above and returning the completed form to the address shown on the form.
2. Any paper proxy form or other instrument appointing a proxy must be received by post to Link Group, PXS1 10th Floor, Central
Square, 29 Wellington Street, Leeds, LS1 4DL or (during normal business hours only) by hand at the offices of the Company’s
registrars, Link Group, PXS1 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL no later than 12:15 p.m. on Monday,
24 April 2023.
3 Unless otherwise indicated on the Form of Proxy, CREST voting or any other electronic voting channel instruction, the proxy will
vote as they think fit or, at their discretion, withhold from voting.
4. The return of a completed proxy form, other such instrument or any CREST Proxy Instruction (as described in paragraph 9
below) will not prevent a shareholder attending the Annual General Meeting and voting in person if he/she wishes to do so.
5. Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy
information rights (a “Nominated Person”) may, under an agreement between him/her and the shareholder by whom he/she
was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Annual General Meeting.
If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such
agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
6. The statement of the rights of shareholders in relation to the appointment of proxies in paragraphs 1 and 2 above does not
apply to Nominated Persons. The rights described in these paragraphs can only be exercised by shareholders of the Company.
7. To be entitled to attend and vote at the Annual General Meeting (and for the purpose of the determination by the Company
of the votes they may cast), shareholders must be registered in the Register of Members of the Company by close of business
on Monday, 24 April 2023 (or, in the event of any adjournment, on the date which is two days before the time of the adjourned
meeting for the purposes of which no account is to be taken of any part of a day that is not a working day). Changes to the
Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote
at the meeting.
8. As at 14 March 2023 (being the latest practicable date prior to the publication of this Notice) the Company’s issued share
capital consisted of 18,238,480 Ordinary Shares, carrying one vote each. Therefore, the total voting rights in the Company as at
14 March 2023 are 18,238,480.
9. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by
using the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those
CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s),
who will be able to take the appropriate action on their behalf.
10. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message
(a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear UK & International Limited’s
specifications, and must contain the information required for such instruction, as described in the CREST Manual (available via
www.euroclear. com). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the
instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer’s
agent (ID RA10) by 12:15 p.m. on Monday, 24 April 2022. For this purpose, the time of receipt will be taken to be the time (as
89
Annual Report & Accounts 2022 PREMIER MITON GLOBAL RENEWABLES TRUST PLC
Notes to the Notice of Annual General Meeting continued
determined by the time stamp applied to the message by the CREST Application Host) from which the issuer’s agent is able
to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to
proxies appointed through CREST should be communicated to the appointee through other means.
11. CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK &
International Limited does not make available special procedures in CREST for any particular message. Normal system timings
and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST
member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a
voting service provider, to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as shall be
necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection,
CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those
sections of the CREST Manual concerning practical limitations of the CREST system and timings.
12. Unless otherwise indicated on the Form of Proxy, CREST voting or any other electronic voting channel instruction, the proxy will
vote as they think fit or, at their discretion, withhold from voting.
13. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001.
14. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of
its powers as a member provided that they do not do so in relation to the same shares.
15. Under section 527 of the Companies Act 2006 members meeting the threshold requirements set out in that section have
the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the
Company’s accounts (including the Auditor’s report and the conduct of the audit) that are to be laid before the Annual General
Meeting; or (ii) any circumstance connected with an Auditor of the Company ceasing to hold office since the previous meeting
at which annual accounts and reports were laid in accordance with section 437 of the Companies Act 2006. The Company
may not require the shareholders requesting any such website publication to pay its expenses in complying with sections
527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527
of the Companies Act 2006, it must forward the statement to the Company’s Auditor not later than the time when it makes
the statement available on the website. The business which may be dealt with at the Annual General Meeting includes any
statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website.
16. Members have the right, under section 338 of the Companies Act 2006, to require the Company to give its members notice of
a resolution which the shareholders wish to be moved at an annual general meeting of the Company. Additionally, members
have the right under section 338A of the Companies Act 2006 to require the Company to include a matter (other than a
proposed resolution) in the business to be dealt with at the annual general meeting. The Company is required to give such
notice of a resolution or include such matter once it has received requests from members representing at least 5% of the total
voting rights of all the members who have a right to vote at the annual general meeting or from at least 100 members with the
same right to vote who hold shares in the Company on which there has been paid up an average sum per member of at least
£100. This request must be received by the Company not later than six weeks before the annual general meeting or, if later, the
time at which notice is given of the annual general meeting. In the case of a request relating to section 338A of the Companies
Act 2006, the request must be accompanied by a statement setting out the grounds for the request.
17. Except as provided above, members who wish to communicate with the Company in relation to the AGM should do so in writing
to the Company Secretary at the registered office address or at: pmgr@linkgroup.co.uk. No other methods of communication
will be accepted. In particular you may not use any electronic address provided either in this notice of meeting or in any related
documents to communicate with the Company for any purposes other than those expressly stated.
18. The following documents will be available for inspection at the Company’s registered office during normal business hours
on any weekday (Saturdays, Sundays and UK public holidays excepted) up to and including the date of the Annual General
Meeting and at the place of the Annual General Meeting from 15 minutes prior to its commencement until its conclusion:
• copies of the Directors’ letters of appointment; and
• the Annual Report and Accounts for the year ended 31 December 2022.
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PREMIER MITON GLOBAL RENEWABLES TRUST PLC Annual Report & Accounts 2022
Notes to the Notice of Annual General Meeting continued
19. Any member attending the meeting has the right to ask questions. The Company must cause to be answered any such question
relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly
with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been
given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good
order of the meeting that the question be answered.
20. A copy of this notice, and other information required by s311A of the Companies Act 2006, is available at the Investment
Manager’s website: https://www.globalrenewablestrust.com/
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Annual Report & Accounts 2022 PREMIER MITON GLOBAL RENEWABLES TRUST PLC
Directors and Advisers
Directors
Gillian Nott OBE – Chairman
Melville Trimble – Chairman of the Audit Committee
Victoria Muir – Chairman of the Remuneration Committee
Alternative Investment Fund Manager
(“AIFM”)
Premier Portfolio Managers Limited
Eastgate Court
High Street
Guildford
Surrey GU1 3DE
Telephone: 01483 306 090
www.premiermiton.com
Authorised and regulated by the Financial Conduct Authority
Investment Manager
Premier Fund Managers Limited
Eastgate Court
High Street
Guildford
Surrey GU1 3DE
Telephone: 01483 306 090
www.premiermiton.com
Authorised and regulated by the Financial Conduct Authority
Secretary and Registered Office
Link Company Matters Limited
Registrar
Link Group
The Registry
10th Floor
Central Square
29 Wellington Street
Leeds LS1 4DL
Telephone: 0371 664 0300*
Overseas: +44 (0) 371 664 0300*
E-mail: shareholderenquiries@linkgroup.co.uk
www.signalshares.com
Depositary
Northern Trust Investor Services Limited
50 Bank Street
Canary Wharf
London E14 5NT
Authorised by the Prudential Regulation Authority (“PRA”)
and regulated by the FCA and PRA
Custodian
The Northern Trust Company
50 Bank Street
Canary Wharf
London E14 5NT
Auditor
KPMG LLP
15 Canada Square
London E14 5GL
Tax Advisor
Crowe U.K. LLP
55 Ludgate Hill
London EC4M 7JW
Stockbroker
finnCap Capital Markets
One Bartholomew Close
London EC1A 7BL
Ordinary Shares
SEDOL 3353790GB
LSE PMGR
Zero Dividend Preference Shares
SEDOL BNG43G3GB
LSE PMGZ
Global Intermediary Identification Number
GIIN W6S9MG.00000.LE.826
* Calls are charged at the standard geographic rate and will vary by provider.
Calls outside the United Kingdom will be charged at the applicable
international rate. The Registrar is open between 09:00 - 17:30 Monday to
Friday excluding public holidays in England and Wales
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