Consisting of: New Energy Solar Limited ACN 609 396 983 New Energy Solar Fund ARSN 609 154 298 ANNUAL REPORT 31 December 2017 Renewable energy. Sustainable investments. N E W E N E R G Y S O L A R Annual Report CONTENTS Chairman’s Letter .................................................................................i Business Highlights .............................................................................v Manager’s Report ............................................................................... xi Corporate Governance Statement .......................................................1 Directors’ Report ................................................................................11 Auditor’s Independence Declaration ................................................29 Statement of Profit or Loss and Other Comprehensive Income .....32 Statement of Financial Position ........................................................33 Statement of Changes in Equity ........................................................34 Statement of Cash Flows ....................................................................36 Notes to the Financial Statements .....................................................39 Directors’ Declaration ........................................................................81 Independent Auditor’s Report ...........................................................82 Stock Exchange Information .............................................................87 Additional Disclosures .......................................................................91 Directory .............................................................................................94 Chairman’s Letter NC-31 south side aerial view – March 2017 NC-47 aerial view – June 2017 i Chairman’s Letter FOR THE YE AR ENDED 31 DECEMBER 2017 Dear Securityholders, On behalf of New Energy Solar Limited and Walsh & Company Investments Limited (Responsible Entity or Walsh & Company), it is our pleasure to present the Annual Report for New Energy Solar1 (NES or the Business) for the year ended 31 December 2017. 2017 was a year of achievement for the Business as it delivered on its twin goals of generating both financial returns for its investors and positive environmental impact. Not only did our investors receive distributions of 7.2 cents per Stapled Security, the Business also generated an “environmental dividend” equivalent to a reduction in carbon emissions of 1.2 kilograms of CO2 per Stapled Security. For our average investor (holding approximately 60,000 Stapled Securities) this translates into an estimated reduction in the order of 70 tonnes of CO2 – which is enough to fill 15 Olympic swimming pools2 and offset the annual carbon footprint of three people. The outlook for the Business remains promising with the continued global shift toward renewables. The increasing price competitiveness of solar energy has seen investment in solar power plants exceed investment in both fossil fuel and other renewable power plants in our key markets, the United States and Australia. Given the solid investment fundamentals in solar energy, the December 2017 capital raising and Australian Securities Exchange (ASX) listing has proved a sound decision. Within three months of listing, New Energy Solar has committed the majority of the $200m raised to high-quality solar generation plants – reinforcing the proposition that New Energy Solar is an early mover in the accelerating transition to renewable power. 2017, A YEAR OF ACHIEVEMENT With the commissioning of its first four power plants, the Business has turned the concept of investing in large-scale, emissions free solar power plants with attractive risk adjusted returns into a reality. Within two years of its establishment, New Energy Solar has emerged as Australia’s largest listed business with a primary focus on investing in solar power plants. Some of the key milestones achieved during 2017 include: • Completing construction and commencing commercial operations at the NC-31 and NC-47 solar plants in North Carolina in March and May 2017, respectively – increasing the operating portfolio at the end of 2017 to four solar power plants, representing 225.6 MWDC of capacity (Operating Portfolio). 1. New Energy Solar refers to the stapled entity comprised of ordinary shares in New Energy Solar Limited (Company) and units in the New Energy Solar Fund (Stapled Security). 2. Calculated based on 1 tonne of CO2 having a volume of 556.2m3 at room temperature. ii NEW ENERGY SOLARAnnual Report • Generating 405,000 MWh of electricity, the equivalent of powering 52,000 houses, displacing 236,000 tonnes of carbon, or removing 56,000 cars from the road3. • Committing to acquire a 130 MWDC portfolio of solar power plants in North Carolina and Oregon from Cypress Creek Renewables (the Rigel Portfolio). Six of these plants are currently under construction, and are expected to be operational and selling electricity during the second and third quarters of 2018. • Listing on the ASX and raising a further $200 million from existing and new investors, to fund the Rigel Portfolio and new investments, with equity raised since inception now exceeding $500 million. This has provided investors with increased liquidity and the Business with greater access to capital. FINANCIAL RESULTS Underlying Earnings During 2017, the Operating Portfolio performed as expected – generating total underlying revenues of US$21.7 million, with earnings before interest, tax, depreciation and amortisation (EBITDA) of US$17.3 million, of which US$11.9 million was attributable to NES. Statutory Earnings During the year, the Business (before currency movements) generated total revenues of $24.4 million, while operating expenses for the year totaled $3.6 million, resulting in pre-tax earnings of $20.8 million (before currency movements). However, because the business is treated as an Investment Entity for accounting purposes all revaluation gains and losses are passed through the profit and loss account. As the US dollar depreciated 7.7% against the Australian dollar during the period (the A$:US$ rate was 0.7208 as at 31 December 2016 compared with 0.7809 at 31 December 2017), the Business recorded total foreign exchange losses of $27.9 million over the period which led to a total comprehensive loss of $7.1 million during the year. At year end, the Business recorded a net asset value (NAV) of $472.3 million or $1.45 per Stapled Security, a decrease of $0.14 per Stapled Security from 31 December 2016. This decrease was principally the result of the depreciation in the US dollar highlighted above and the payment of distributions to investors. If currency movements are ignored, the US$ fair market value of NES’ solar assets in the US actually increased by 8%. CONTINUED MOMENTUM FOR THE BUSINESS IN 2018 During the first two months of 2018, the Business has continued its strong momentum, announcing two substantial investments that will enhance the geographic diversity of the portfolio and increase its weighted average Power Purchase Agreement (PPA) length. Both investments are funded by the last capital 3. CO2 emission reduction is calculated using the United States Environmental Protection Agency’s “Avoided Emissions and Generation Tool”, which estimates the regional displacement of fossil fuels for a new solar PV installation. iii NEW ENERGY SOLARAnnual Report raising, are backed by offtake contracts with creditworthy counterparties and are expected to support future growth in distributions as well as increase the Business’ social impact. The investments are: • On 31 January 2018, the Business committed to acquire 100% of the cash equity interests in a 200 MWDC solar project in the US4. Expected to be constructed and operational by late 2019, the project has a 20-year PPA with an investment-grade utility off-taker commencing in mid-2020 that includes an escalating price mechanism expected to provide a growing income stream to investors. The plant is expected to generate over 450,000 MWh annually, the equivalent to displacing up to 245,000 tonnes of CO2 emissions per annum3 powering 45,000 homes, or removing 58,000 cars from the road. • On 15 February 2018 the Business acquired a 49% cash equity interest in the Boulder Solar 1 plant (Boulder) from SunPower Corp for US$55 million. Located in Clarke County, Nevada, the 125 MWDC plant has been operational for 12 months. Boulder has a 20-year PPA with NV Energy (a subsidiary of Berkshire Hathaway Energy), and the remaining 51% cash equity interest is owned by Southern Power, part of one of the largest integrated energy companies in the US. As well as providing immediate cashflow this plant will generate enough electricity to power the equivalent of 28,500 homes, equivalent to displacing up to 210,000 tonnes of CO2 emissions annually3. OUTLOOK FOR THE BUSINESS The continued performance of the Operating Portfolio, the acquisition of the operating Boulder plant, and the commissioning of Rigel Portfolio plants, is expected to support distribution growth of 7.6% to 7.75 cents per Stapled Security in 2018 (compared with 2017 distributions totalling 7.2 cents per Stapled Security). Following commissioning of the Rigel Portfolio and the 200 MWDC solar plant, the Business’ will hold interests in a portfolio of 680 MWDC of operating plants across four states of the US. This portfolio is expected to support further distribution growth and generate over 1,400,000 megawatt hours of electricity annually, the equivalent of powering over 156,000 homes, displacing over 895,000 tonnes of carbon emissions3, or removing 213,000 cars from the road every year. On behalf of the Boards, we would like to thank you, our securityholders, for your ongoing support of the Business, and we look forward to continued success. We would also like to thank the Investment Management team for its significant contribution to the success of the Business during 2017. Yours faithfully, ALEX MACLACHLAN Chairman of the Responsible Entity 28 February 2018 JEFFREY WHALAN Chairman of the Company 4. Until transaction close, specific details are subject to disclosure restraints. Full details will be released at expected transaction close. iv NEW ENERGY SOLARAnnual Report Business Highlights TID SGS array – close up – September 2017 TID SGS array – September 2017 v Business Highlights FOR THE YE AR ENDED 31 DECEMBER 2017 KEY MILESTONES Business Objectives: • To acquire attractive large scale solar power plants and associated assets, with contracted cash flows from creditworthy offtakers. • To help investors generate positive social impacts and financial returns through these investments. Figure 1: New Energy Solar milestones 2 0 1 5 2 0 1 6 2 0 1 7 2 0 1 8 November Establishment of NES August Commitment to acquire NC-31 December Second equity raising successfully completed March NC-31 acquisition complete May NC-47 acquisition complete June Payment of first distribution October Committed to acquire 130 MWDC Rigel Portfolio from CCR February Committed to acquire 200 MWDC US asset February Acquired interest in 125 MWDC Boulder Solar 1 vi January Initial equity raising successfully completed October Committed to acquire NC-47 December Acquisition of Stanford SGS and TID SGS May NES establishes permanent US office June Announced distribution reinvestment plan October US debt private placement completed February NES: • 2 offices • 18 staff • 351 MWDC operating portfolio • 42 MWDC acquired or under construction • 287 MWDC committed portfolio New Energy Solar was established in 2015 to invest in a diversified portfolio of solar and renewable energy assets across the globe. Since its establishment, the Business has successfully acquired or committed to acquire interests in a portfolio of 20 solar asset power plants, representing total capacity of 680 MWDC. An overview of the key events in New Energy Solar’s history are set out below. NES listing on the ASX – December 2017 NC-47 asset completion and dedication ceremony – May 2017 Boulder Solar I plant – December 2016 NEW ENERGY SOLARAnnual Report BUSINESS ACHIEVEMENTS In order to deliver on its objectives, and deliver key investment benefits, the Business has a well-defined investment strategy, and objective criteria to measure success. The Business has made substantial progress in 2017 and believes continued execution of the strategy will result in ongoing success. Table 1: New Energy Solar business achievements KEY INVESTMENT BENEFITS ACHIEVEMENTS Attractive risk adjusted returns • 2017 distribution of 7.2 cents per Stapled Security to investors for 2017 reflecting a yield of 4.9%5 . Exposure to a growing global solar market opportunity/ An operational portfolio with contracted cash flows to creditworthy counterparties Committed expansion and diversification/ Pipeline of future growth opportunities • 2018 target distribution of 7.75 cents per Stapled Security for 2018 reflecting distribution growth of 7.6%, with continued growth expected from escalating PPA prices. • Operating Portfolio of four solar power plants with 225 MWDC capacity at year end. • NES also acquired a 49% interest in the operating 125 MWDC Boulder Solar I plant in February 2018. • The Operating Portfolio had a weighted average PPA term of 16.6 years to high-quality investment-grade counterparties at year end including Duke Energy, Stanford University, Turlock Irrigation District and NV Energy. • Construction is currently underway on six plants, with commencement of commercial operations to start selling electricity expected during the second and third quarters of 2018. • Commitment to invest in a further nine US plants (including the Rigel Portfolio), taking the total capacity once complete to 680 MWDC US states. 6 in four • Signed Memoranda of Understanding (MoU) with two developers for over 750 MWDC of solar power plants in the US. 5. Based on 31 December 2017 Stapled Security price of $1.46. 6. Plants and projects shown on a 100% basis. vii NEW ENERGY SOLARAnnual Report KEY INVESTMENT BENEFITS ACHIEVEMENTS Once all of the solar plants NES has committed to invest in are operational, the portfolio is estimated to: • Displace the equivalent of an estimated 895,000 tonnes of CO2 emissions per annum7 . Positive social impact • Power the equivalent of an estimated 156,000 homes per annum8 . • Remove the equivalent of 213,000 cars from the road9 . • Assisting more than 4,700 investors to approach carbon neutrality. Investor liquidity • NES listed on the ASX in December 2017 to provide investors with increased liquidity and provide the Business with further access to equity capital. Experienced investment manager • NES has established a well-resourced and experienced management team with proven solar asset acquisition, financing, and management expertise. 7. Solar energy plant CO2 emission reduction calculated using the US Environmental Protection Agency’s AVoided Emissions and geneRation Tool (AVERT). CO2 emissions displacement is calculated as the emissions that would be produced annually if the same amount of energy was produced by a coal fired plant instead. 8. Based upon an average house utilising approximately 8,375KWh per annum. 9. Based upon an average of 4.2 tonnes of CO2 emissions per car per annum. Equivalent number of cars is calculated as the number of cars per annum that produce an equivalent amount of CO2 emission to what is estimated to have been displaced. viii NEW ENERGY SOLARAnnual Report NEW ENERGY SOLAR STRUCTURE The following diagram is provided to assist with understanding the financial statements set out in this annual financial report. Figure 2: New Energy Solar structure Stapled Securityholders 1 Share 1 Unit New Energy Solar Manager Pty Limited (Investment Manager) New Energy Solar Limited (Company) New Energy Solar (Fund) New Energy Solar Fund (Trust) Walsh & Company Investments Limited (Responsible Entity) Australia United States of America Equity Investment Loan Dividends New Energy Solar US Corp Interest Distributions Underlying Subsidiaries1 1. Underlying plants are held by subsidiaries via partnership structures The financial statements of both entities in the stapled structure are shown alongside one another as permitted by ASIC Corporations (Stapled Group Reports) Instrument 2015/838. The column headed “Fund” has therefore been shown to reflect the combined financial statements of the Company and its subsidiaries and the Trust and its subsidiaries, representing the Fund. It reflects the stapled securityholders’ combined interest in the Company and the Trust by combining the Company and the Trust financial information after eliminating transactions and balances between the Company and the Trust. The Company and the Trust invest in US solar plants via the Company’s wholly owned US subsidiary New Energy Solar US Corp (NES US Corp). NES US Corp is funded by a combination of equity from the Company and a loan from the Trust, both of which are denominated in US dollars. As the Company and the Trust are considered to meet the definition of an “Investment Entity” (refer ‘Summary of significant accounting policies’, NES US Corp is not consolidated and is required to be held at fair value in the financial statements. Furthermore, as the combined accounts reflect the net investment of the Company and the Trust in the underlying subsidiaries via the investment and the loan receivable, the loan receivable is also shown at fair value. The total investment in NES US Corp is presented on the statement of financial position as “financial assets held at fair value through profit or loss”. The impact of this “Investment Entity” classification on the presentation of the financial statements is that the main operating revenues of the Fund consist of either dividends from NES US Corp, fair value movements in the value of the Company’s equity holding in NES US Corp, and interest income on the loan from the Trust to NES US Corp. Net operating US income and all other US expenses are reflected through the fair value movement in the profit or loss statement. ix NEW ENERGY SOLARAnnual Report The underlying earnings of solar plants, being revenues from the sale of energy under the PPA less operating expenses, are distributed on a periodic basis from the underlying plants through to NES US Corp, and underpin NES US Corp’s ability to pay interest on the loan to the Trust and dividends to the Company as noted above. These funds ultimately underpin the Fund’s distributions/dividends to securityholders. As both the Company’s equity investment in NES US Corp and the Trust loan to NES US Corp are denominated in US dollars, the Fund is also exposed to valuation movements associated with foreign exchange rate movements. x NEW ENERGY SOLARAnnual Report Investment Manager’s Report NC-47 aerial view – June 2017 NC-31 site inspection – October 2017 xi Investment Manager’s Report FOR THE YE AR ENDED 31 DECEMBER 2017 OVERVIEW OF THE NES PORTFOLIO As at 31 December 2017, the Operating Portfolio comprised four operating plants with a total generation capacity of 225.6 MWDC. As at 28 February 2018, the Business had interests in a portfolio comprising 680 MWDC 10 of capacity across twenty US solar plants or projects that are operational, acquired and under construction, or committed (with construction yet to commence). Details of the portfolio are detailed below. Figure 3: New Energy Solar’s portfolio: 680 MWDC across four states OREGON PLANTS NAME CAPACITY (MWDC) LOCATION OFFTAKER Bonanza Total 6.8 6.8 Klamath PacifiCorp NEVADA PLANTS NAME Boulder Solar 1 CAPACITY (MWDC) 125.0 Total 125.0 LOCATION OFFTAKER Clarke County NV Energy CALIFORNIA PLANTS Key Operational Acquired and under construction Committed NAME CAPACITY (MWDC) Stanford SGS TID SGS Total 67.4 67.4 134.8 LOCATION OFFTAKER Rosamond Stanford University Rosamond Turlock Irrigation District NAME NORTH CAROLINA PLANTS CAPACITY (MWDC) LOCATION OFFTAKER/EXPECTED OFFTAKER ADDITIONAL COMMITTED US PROJECTS NAME CAPACITY (MWDC) LOCATION EXPECTED OFFTAKER Undisclosed 200.0 Undisclosed Investment grade Rigel Portfolio 87.4 North Carolina and Oregon Duke Energy Progress and PacifiCorp NC-31 NC-47 Arthur Hanover Heedeh Organ Church County Home 43.2 47.6 7.5 7.5 5.4 7.5 7.2 Blandenboro Duke Energy Progress Maxton Duke Energy Progress Columbus Duke Energy Progress Onslow Duke Energy Progress Columbus Duke Energy Progress Rowan Duke Energy Carolinas Richmond Duke Energy Progress Total 287.4 Total 125.9 Note: The 200 MWDC US plant is currently subject to disclosure limitations. More detailed information will be provided once the conditions precedent are met and transaction close is achieved. Further information on each of the plants is included later in the Investment Manager’s Report. 10. Plants and projects shown on a 100% basis. xii NEW ENERGY SOLARAnnual Report Figure 4: New Energy Solar’s portfolio (680 MWDC) NES Portfolio by Capacity (MWDC) NES Portfolio by Capacity (MWDC) Undisclosed 200.0 MW Stanford SGS 67.4 MW TID SGS 67.4 MW NC-31 43.2 MW NC-47 47.6 MW Rigel Portfolio - committed 87.4 MW Boulder Solar 1 125.0 MW Rigel Portfolio - under construction 41.9 MW 800 MW 700 MW 600 MW 500 MW 400 MW 300 MW 200 MW 100 MW 0 MW 287.4 MW Committed Acquired and under construction Operational 41.9 MW 350.6 MW NES’ PORTFOLIO PERFORMANCE – OPERATING PLANTS 4 PL ANTS WITH 225.6 MW DC CAPACIT Y AS AT 31 DECEMBER 2017 5 PL ANTS WITH 350.6 MW DC CAPACIT Y (INCLUDING BOULDER SOL AR I) AS AT 28 FEBRUARY 2018 Figure 5: Operating Portfolio monthly generation (for the year ended 31 December 2017)1 Note: Electricity generation for NC-31 and NC-47 have been included from the month following their commercial operations dates (April 2017 and June 2017, respectively). xiii 010,00020,00030,00040,00050,00060,000JanuaryFebruaryMarchAprilMayJuneJulyAugustSeptemberOctoberNovemberDecemberPortfolio Generation (MWh)NC-31NC-47Stanford SGSTID SGSSummerAutumnSpringWinterWinterNEW ENERGY SOLARAnnual Report Figure 6: Operating Portfolio – PPA terms as at 31 December 2017 Plant NC-31 NC-47 Stanford SGS TID SGS Total (weighted average) PPA Term Remaining (Years) PPA Expiry Date 9.1 9.3 24.0 19.2 16.6 January 2027 April 2027 December 2041 February 2037 As at 31 December 2017, NES’ operating portfolio had a capacity weighted average PPA term remaining of 16.6 years. The capacity weighted average PPA term remaining as at 31 December 2017 would increase to 17.5 years were the Boulder Solar I plant to be included (the Boulder Solar I plant had approximately 19 years remaining on its PPA as at 31 December 2017). OPERATING PORTFOLIO PERFORMANCE DURING THE YEAR ENDED 31 DECEMBER 2017 Tables 2 and 3 show the underlying generation and financial performance of NES’ operating portfolio for the year ended 31 December 2017. Table 2: Operating Portfolio – Year to 31 December Table 3: Operating Portfolio – Year to 31 December 2017 generation 2017 Financial Performance (US$) YEAR ENDED 31 DECEMBER 2017 YEAR ENDED 31 DECEMBER 2017 (US$ UNLESS OTHERWISE INDICATED) Plant NC-31 NC-47 Stanford SGS Capacity (MWDC) Generation (MWh) 43.2 54,430 47.6 67.4 45,457 152,594 Revenue 21,697,126 Less: Operating expenses (4,363,480) EBITDA 17,333,700 Less: Distributions to Tax Equity investors and EBITDA attributable to minority investors (5,461,160) TID SGS 67.4 152,644 EBITDA attributable to NES 11,872,723 Total NES Operating Portfolio 225.6 405,125 Note: Operating financial performance for NC-31 covers the period from 1 April 2017 to 31 December 2017 and NC-47 covers the period from 1 June 2017 to 31 December 2017. xiv NEW ENERGY SOLARAnnual Report Since commencing operations in late 2016 and early 2017, the plants in the Operating Portfolio have performed in line with the Investment Manager’s expectations at the time of acquisition. CALIFORNIA PL ANT PERFORMANCE While wet weather conditions impacted on production yields during the first quarter of 2017, more favorable weather conditions throughout the remainder of the year resulted in power generation in line with management’s expectations. NORTH CAROLINA PL ANT PERFORMANCE NC-31 and NC-47 commenced operations in March and May 2017, respectively. Whilst there was considerable wet weather on the East Coast of the US late in the year, both plants performed in line with management’s expectations. Electricity generated from the Operating Portfolio (since commercial operations date) during the year ended 31 December 2017 included the equivalent of: Displacing 236,000 tonnes of carbon emissions.7 Removing nearly 56,000 cars from the road. 9 Powering 52,000 houses with electricity every year. 8 E VENTS SUBSEQUENT TO 31 DECEMBER 2017 On 15 February 2018, NES announced its acquisition of a 49% interest in the 125 MWDC Boulder Solar I plant in Nevada from SunPower Corp. Boulder Solar I is a significantly-sized plant that is currently generating over 279,000 MWh of electricity annually. The quantity of electricity generated by Boulder Solar I is equivalent to displacing more than 210,000 tonnes of CO2 emissions7, powering 28,500 homes8, or removing 50,000 cars from the road, every year 9. PLANTS UNDER CONSTRUCTION 6 PL ANTS WITH 41.9 MW D C CAPACIT Y A S AT 28 FEBRUARY 2018 On 6 October 2017, NES announced that it had entered into a binding agreement with US solar developer Cypress Creek Renewables (CCR) to acquire a portfolio of fourteen utility-scale solar plants totaling 130 MWDC in Oregon and North Carolina (the Rigel Portfolio). As of 28 February 2018, the Business had completed the acquisition of majority interests in the first six solar power plants, with a subsidiary of CCR being responsible for the construction of the plants. The NES asset management team is working closely with independent engineer ICF and construction management experts Dixon Projects to xv NEW ENERGY SOLARAnnual Report ensure the plants are built to specification and delivered on time. Activities undertaken include regular site visits and weekly review meetings to ensure that construction remains on schedule. Construction completion and the commencement of commercial operations to start selling electricity for these six plants are expected during the second and third quarters of calendar year 2018. Once brought online, these six plants will total 41.9 MWDC of generation capacity, which is sufficient to power over 9,500 homes8 and displace 48,000 tonnes of CO2 emissions7, the equivalent of removing about 11,500 cars from the road per annum9. COMMITTED PLANTS 9 PL ANTS WITH 287.4 MW D C CAPACIT Y A S AT 28 FEBRUARY 2018 NES has committed to acquire up to nine plants that are expected to commence construction in 2018 subject to the completion of certain conditions precedent: • The eight remaining plants in the Rigel Portfolio in North Carolina and Oregon. • The 200 MWDC US plant announced on 1 February 2018 that is anticipated to reach financial close before the end of March 2018. This plant is a world-class solar asset that will both add significant scale and, with a 20-year escalating price PPA, provide stable long-term returns to investors. Once these plants start commercial operations, the Business will have interests in 680 MWDC of generation capacity and is expected to generate more than 1,400,000 megawatt-hours of electricity annually. This amount of generation is equivalent to displacing more than 895,000 tonnes of carbon emissions per annum7, powering more than 156,000 homes8 or removing 213,000 cars from the road9. INVESTMENT OUTLOOK During the year, the NES acquisition team focused on evaluating opportunities in the US and Australia. Since the beginning of 2017, the team has successfully negotiated NES’ commitment to and/or the acquisition of over 455 MWDC of capacity in new US-based solar assets, in addition to establishing memoranda of understanding with two US-based solar developers that provide for the near-term expansion of the Business. xvi NEW ENERGY SOLARAnnual Report NEW ENERGY SOLAR’S INVESTMENTS OPER ATING PL ANTS North Carolina 43 MW Plant (NC-31) Bladenboro, Bladen County, North Carolina, USA Location Generating Capacity 43.2 MWDC/34.2 MWAC Structure & Nature of Investment Partnership flip 85.6% equity interest in Upper Tier Partnership NC-31 aerial view – March 2017 NC-31 ground view – October 2017 North Carolina 48 MW Plant (NC-47) NC-47 Blocks 8, 9, 10 and 11 – February 2017 NC-47 ground view – June 2017 Commercial Operations Date (COD) March 2017 PPA Term 10 years from COD PPA Offtaker Duke Energy Progress, Inc. REC Sale Term 10 years from COD REC Offtaker VivoRex, LLC Panels O&M Service Provider Asset Description Canadian Solar Grupo GranSolar, LLC NC-31 is located on a 196-acre leased site in Bladenboro, Bladen County, North Carolina, which is approximately 232 kilometres east of Charlotte, North Carolina. The plant commenced commercial operations in March 2017, with a generation capacity of 43.2 MWDC (34.2 MWAC). NES committed to acquiring a majority interest in the plant in August 2016 and acquired its interest in March 2017. Maxton, Robeson County, North Carolina, USA Location Generating Capacity 47.6 MWDC/33.8 MWAC Structure & Nature of Investment Partnership flip 90% equity interest in Upper Tier Partnership Commercial Operations Date May 2017 PPA Term 10 years from COD PPA Offtaker Duke Energy Progress, Inc. REC Sale Term 10 years from COD REC Offtaker VivoRex, LLC Panels O&M Service Provider Asset Description Canadian Solar DEPCOM Power, Inc. NC-47 is located on a 260-acre leased site in Maxton, Robeson County, Nor th Carolina, which is approximately 166 kilometres east of Charlotte, North Carolina. The plant commenced commercial operations in May 2017, and has a generation capacity of 47.6 MWDC (33.8 MWAC). NES committed to acquiring a majority interest in the plant in October 2016 and acquired its interests in May 2017. xvii NEW ENERGY SOLARAnnual Report Stanford Solar Generating Station (Stanford SGS) Stanford SGS aerial view – November 2016 Location Generating Capacity Rosamond, Kern County, California, USA 67.4 MWDC/54 MWAC Structure & Nature of Investment Partnership flip 99.9% equity interest in Upper Tier Partnership Commercial Operations Date December 2016 PPA Term 25 years from COD PPA Offtaker Stanford University Panels O&M Service Provider Asset Description SunPower SunPower Corporation, Systems The Stanford SGS is located on a 242-acre leased site in Rosamond, Kern County, California, which is approximately 80 kilometres north of Los Angeles. The plant has a generating capacity of 67.4 MWDC (54 MWAC). The Stanford SGS is located immediately adjacent to the TID SGS and commenced operations in December 2016. NES acquired a substantial majority interest in the plant in December 2016. Stanford SGS ground view – November 2016 Turlock Irrigation District Generating Station (TID SGS) Rosamond, Kern County, California, USA Location Generating Capacity 67.4 MWDC/54 MWAC Structure & Nature of Investment Partnership flip 99.9% equity interest in Upper Tier Partnership Commercial Operations Date December 2016 PPA Term 20 years from COD PPA Offtaker Turlock Irrigation District Panels O&M Service Provider Asset Description SunPower SunPower Corporation, Systems The TID SGS is located on a 265-acre leased site in Rosamond, Kern County, California, which is approximately 80 kilometres north of Los Angeles, California. The plant has a generation capacity of 67.4 MWDC (54 MWAC). The TID SGS is located immediately adjacent to the Stanford SGS and commenced operations in December 2016. NES acquired a substantial majority interest in the plant in December 2016. TID SGS aerial view – November 2016 TID SGS aisle – November 2016 xviii NEW ENERGY SOLARAnnual Report OPER ATING PL ANTS (CONTINUED) Boulder Solar 1 Boulder Solar 1 aisle – December 2016 Boulder Solar 1 solar array – December 2016 Location Generating Capacity Structure & Nature of Investment Boulder City, Nevada 125 MWDC/100 MWAC Partnership Flip 49% equity interest in Lower Tier Partnership Commercial Operations Date PPA Term PPA Offtaker Panels December 2016 20 years from 1 January 2017 NV Energy SunPower O&M Service Provider SunPower Corporation, Systems Asset Description Boulder Solar 1 is located on a 542-acre leased site in Boulder City, Clark County, Nevada, which is approximately 50 kilometres south of Las Vegas, Nevada. The plant commenced commercial operations in December 2016, and has a generation capacity of 125 MWDC (100 MWAC). NES acquired a 49% minority interest in the plant in February 2018. xix NEW ENERGY SOLARAnnual Report PLANTS ACQUIRED AND UNDER CONSTRUCTION (A S AT 28 FEBRUARY 2018) RIGEL PORTFOLIO ASSETS Plant Arthur Hanover Heedeh Organ Church County Home Bonanza Location Columbus, North Carolina Onslow, North Carolina Columbus, North Carolina Rowan, North Carolina Richmond, North Carolina Klamath, Oregon Generating Capacity Structure & Nature of Investment Estimated COD PPA Term 7.5 MWDC 7.5 MWDC 5.4 MWDC 7.5 MWDC 7.2 MWDC 6.8 MWDC Inverted lease Inverted lease Inverted lease Inverted lease Inverted lease Inverted lease 99% interest in holding company (100% economic interest) 99% interest in holding company (100% economic interest) 99% interest in holding company (100% economic interest) 99% interest in holding company (100% economic interest) 99% interest in holding company (100% economic interest) 99% interest in holding company (100% economic interest) Q2 2018 Q2 2018 Q2 2018 Q3 2018 Q3 2018 Q3 2018 15 years from COD 15 years from COD 15 years from COD 15 years from COD 15 years from COD Approximately 13 years from COD PPA Offtaker Duke Energy Progress Duke Energy Progress Duke Energy Progress Duke Energy Carolinas Duke Energy Progress PacifiCorp Panels Solar Frontier Golden Concord Golden Concord Solar Frontier Golden Concord Golden Concord O&M Service Provider CCR O&M CCR O&M CCR O&M CCR O&M CCR O&M CCR O&M Hanover aerial view –February 2018 Arthur aerial view – February 2018 xx NEW ENERGY SOLARAnnual Report INFORMATION ON THE INVESTMENT MANAGER New Energy Solar Manager Pty Limited is the Investment Manager of the Company and the Trust. The Investment Manager is a related body corporate of the Responsible Entity. The Investment Manager is responsible for executing the strategy of the Business in accordance with the terms of the Investment Management Agreement. This includes: • Identifying investment opportunities. • Undertaking due diligence. • Engaging and managing operations and maintenance providers. • Engaging and managing asset, project and construction management providers. • Seeking to maximise the value of the Business’ assets. • Negotiating with power purchasers. • Assisting in procuring advisors to provide support (where required) in the assessment of investment opportunities. • Assisting in procuring advisors (where required) for debt arranging and other treasury services, and procuring other third party services as reasonably required. • Advising on and executing asset exit strategies; and • Advising on and executing on liquidity events for investors. SENIOR MANAGEMENT TEAM The senior members of the Investment Manager who are responsible for the management of New Energy Solar are set out below. Each of the members of the senior management team are employed by a member of the Dixon Advisory Group and provide services for the benefit of the Business. Further information on the Investment Manager team is provided at www.newenergysolar.com.au/ JOHN MARTIN BEcon (Hons) (USYD) CEO, NEW ENERGY SOLAR John was appointed as New Energy Solar’s Managing Director and CEO in May 2017. John brings a wealth of experience and capability to the role after more than two decades of experience in corporate advisory and investment banking with a focus on the infrastructure, energy and utility sectors. John previously led the Infrastructure and Utilities business at corporate advisory firm Aquasia where he advised on more than $10 billion of infrastructure and utility M&A and financing transactions. Prior to this John held various investment bank management positions including the Head of National Australia Bank Advisory and the Joint Head of Credit Markets and Head of Structured Finance at RBS/ABN AMRO. During his time at ABN AMRO, John managed the Infrastructure Capital business which was viewed as a market leader in the development and financing of infrastructure and utility projects in Australia. xxi NEW ENERGY SOLARAnnual Report John started his career as an economist with the Reserve Bank of Australia and then worked in various treasury and risk management positions, before moving to PwC as the partner responsible for financial risk management. At PwC John advised some of Australia’s largest corporations on the management and valuation of currency, interest rate and commodity exposures – with a focus on advising energy companies trading in the Australian National Electricity Market. John has a Bachelor of Economics (Honours) from the University of Sydney. John is a member of the Advisory Board for Cordish Dixon Private Equity Fund III (ASX:CD3), and is a past board member of Infrastructure Partnerships Australia. TOM KLINE BComm, LLB (Hons) (ANU) EXECUTIVE DIRECTOR – NORTH AMERICA Tom was the inaugural CEO of New Energy Solar after the launch of the business in December 2015. Tom relocated to the US in April 2017 to oversee the operation of the Existing Portfolio. Tom will also guide the business’ continued investment in North American projects. Tom has extensive experience in funds management, corporate finance, and mergers and acquisitions, having been part of the senior management team at Walsh & Company and Dixon Advisory since 2009. Before Dixon Advisory, Tom worked at UBS AG in Sydney. During his time at UBS, he was a member of the Power, Utilities and Infrastructure team and advised on a wide range of public and private M&A and capital market transactions. Tom advised some of Australia’s leading energy generators and infrastructure players including EnergyAustralia and Transurban. Tom also advised energy and utility companies on the proposed introduction of Australia’s federal carbon trading scheme (Carbon Pollution Reduction Scheme) and implications for fossil fuel and renewable energy generation. Tom has a Bachelor of Commerce and Bachelor of Laws (Honours) from the Australian National University. LIAM THOMAS BAgribus (Curtin), MSc (Curtin), MBA (MELB) HEAD OF INVESTMENTS Liam joined New Energy Solar in March 2016 to lead transaction origination and execution activities. Liam has over 14 years’ experience in M&A, corporate and business development, projects, and commercial management in the energy, infrastructure, mining and agribusiness sectors. Prior to joining NES, Liam was a senior member of the International Development team at Origin Energy, focused on the investment and development strategy for utility scale solar, hydro, and geothermal projects in Latin America and South-East Asia. Liam’s previous roles have included General Manager of Commercial Development at Aurizon, Commercial Manager for the Northwest Infrastructure iron ore port joint venture, and Project Manager at Orica, focusing on large-scale mining-related infrastructure and manufacturing projects. Earlier in Liam’s career, he worked in the agricultural commodities sector with AWB Limited. Liam has a Bachelor of Agribusiness and Master of Science from Curtin University, and a Master of Business Administration from the University of Melbourne. xxii NEW ENERGY SOLARAnnual Report Corporate Governance Statement TID SGS aerial view – September 2017 Stanford SGS & TID SGS site at sunset – September 2017 1 Corporate Governance Statement FOR THE YE AR ENDED 31 DECEMBER 2017 New Energy Solar Limited (the Company) and Walsh & Company Investments Limited, as Responsible Entity of New Energy Solar Fund (the Trust), together form New Energy Solar (the Fund), a stapled entity group, whose securities are traded on the Australian Securities Exchange (ASX). The Fund has no employees and its day-to-day functions and investment activities are managed by the Responsible Entity of the Trust (Walsh & Company Investments Limited) and New Energy Solar Manager Pty Limited (Investment Manager), in accordance with the relevant management agreements. The ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations provides guidelines for good corporate governance. The directors of the Company and the directors of the Responsible Entity, Walsh & Company Investments Limited, recognise the importance of good corporate governance. The Fund’s Corporate Governance Charter, which incorporates the Fund’s policies referred to below, is designed to ensure the effective management and operation of the Fund and will remain under regular review. The Corporate Governance Charter is available on the Fund’s website newenergysolar.com.au. A description of the Fund’s adopted practices in respect of the eight Principles and Recommendations from the 3rd Edition of the ASX Corporate Governance Principles and Recommendations is set out below. All these practices, unless otherwise stated, were in place throughout the year and to the date of this report. 1. LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT BOARD ROLES AND RESPONSIBILITIES The Board of the Company and the Board of Walsh & Company Investments Limited are responsible for the overall operation, strategic direction, leadership and integrity of the Fund and in particular, is responsible for the Fund’s growth and success. In meeting its responsibilities, the Boards undertake the following functions: • providing and implementing the Fund’s strategic direction; • reviewing and overseeing the operation of systems of risk management ensuring that the significant risks facing the Fund are identified, that appropriate control, monitoring and reporting mechanisms are in place and that risk is appropriately dealt with; • overseeing the integrity of the Fund’s accounting and corporate reporting systems, including the external audit • ensuring the Board is comprised of individuals who are best able to discharge the responsibilities of directors having regard to the law and the best standards of governance; • reviewing and overseeing internal compliance and legal regulatory compliance; • ensuring compliance with the Company and the Trust’s Constitutions and with the continuous disclosure requirements of the ASX Listing Rules and the Corporations Act; 2 NEW ENERGY SOLARAnnual Report • overseeing the Fund’s process for making timely and balanced disclosures of all material information concerning the Fund; and • communicating with and protecting the rights and interests of all securityholders. The Boards have established a formal policy which sets out its functions and responsibilities. A review of the policy is conducted annually. The responsibility for the operation and administration of the Fund is delegated, by the Boards, to the Investment Manager as set out in the Management Agreement. The Boards ensure the Investment Manager is appropriately qualified and experienced to discharge its responsibilities. The Investment Manager will be responsible for implementing the Fund’s strategic objectives and operating within the risk appetite as set out within the Investment Guidelines. APPOINTMENT OF DIRECTORS The Company has adopted a formal process to ensure that appropriate checks are undertaken before appointing a person, or putting forward to security holders a candidate for election as a director. The Company has outsourced part of this function to an external service provider, which specialises in completing background checks, to verify the candidate’s experience, education, criminal record and bankruptcy history. Upon proposing a candidate for election or re-election as a director, the Company provides security holders with all the relevant material information in its possession to allow security holders to make an informed decision on whether or not to elect or re-elect the candidate. The information will generally include: • biographical details of the candidate, including their qualifications, experience and skills which may be relevant to the Board of the Company; and • details of any current or past directorships held by the candidate. Each Director of the Company receives a formal appointment letter outlining their terms of employment, responsibilities, conditions and expectations of their engagement. ROLE OF THE COMPANY SECRE TARY The Company Secretary of the Company is directly accountable to the Board, through the Board Chairperson on all matters to do with the proper functioning of the Board. This includes: • advising the Board on governance matters; • circulating to the Board all board papers in advance of any proposed meeting; • ensuring that the business at board meetings is accurately captured in the minutes; and • facilitating the induction and professional development of directors. DIVERSIT Y The Company currently does not have any employees and therefore has adopted a Diversity Policy which is applicable only to the Board. A copy of the policy setting out its objectives and reporting practices can be found on the Company’s website. 3 NEW ENERGY SOLARAnnual Report As required by the policy, at the commencement of each financial year, the Board is required to set measurable objectives to allow it to achieve and maintain diversity on the board. The measurable objective for gender diversity, as agreed by the Company’s Board of Directors for FY2017, is set out below: • At least one female director representation on the Board. The outcomes for the year, as reported by the Board, are set out below: • As at 31 December 2017, there was one female and five male directors; and • The Board was satisfied it had achieved its measurable objectives for FY2017. 2. STRUCTURE THE BOARD TO ADD VALUE BOARD COMPOSITION The Company and the Responsible Entity of the Trust seek to maintain a Board of Directors with a broad range of skills. The Company maintains a Skills Matrix below which lists the skills that have been identified as the ideal attributes the Company seeks to achieve across its Board membership: • Leadership • Industry Knowledge • Understanding of Solar Infrastructure • Government Policy • Communications • Financial & Accounting • Funds Management • Risk Based Auditing & Risk Management • Capital Raising • Legal The composition of the Board for the Company and the Responsible Entity is structured to maintain a mix of directors from different backgrounds with complementary skills and experience. Details of each director at the date of this report are given in the Directors’ Report, including the period in office, skills, experience, and expertise relevant to the position of director. The directors of the Company during the 2017 financial year and as at the date of this report are: Jeffrey Whalan – Independent Non-Executive Chairperson (appointed 27 October 2017) Maxine McKew – Non-Executive Director (appointed 27 October 2017) James Davies – Non-Executive Director (appointed 27 October 2017) John Holland – Non-Executive Director (appointed 27 October 2017) Alan Dixon – Director (appointed 27 October 2017) 4 NEW ENERGY SOLARAnnual Report John Martin – Director (appointed 27 October 2017) Alex MacLachlan – Director (resigned 27 October 2017) Tom Kline – Director (resigned 27 October 2017) Adam Chandler – Director (appointed 3 May 2017, resigned 27 October 2017) Warwick Keneally – Director (resigned 3 May 2017) The directors of the Responsible Entity during the 2017 financial year and as at the date of this report are: Alex MacLachlan – Chairperson Tristan O’Connell – Director Tom Kline – Director (resigned 16 May 2017) Warwick Keneally – Director (appointed 16 May 2017) The company secretaries of the Company and the Responsible Entity during the 2017 financial year and as at the date of this report are: Hannah Chan Simon Barnett The Board of the Company comprises four independent non-executive directors, Jeffrey Whalan, Maxine McKew, James Davies and John Holland. An independent non-executive director is a non-executive director who is independent of the Investment Manager and free of any business or other relationship that could materially interfere with, or could reasonably be perceived to materially interfere with, the exercise of their judgement. The Company is committed to diversity in the composition of the Board. The directors will continue to monitor the composition of the Board. The current Board of the Responsible Entity is not Independent. The Board of the Responsible Entity however has established a Compliance Committee with a majority of Independent members who are responsible for; monitoring the extent to which the Responsible Entity complies with the Trust’s relevant regulations, compliance plan, constitution and report the findings to the Board, reporting to ASIC if the Committee is of the view that the Responsible Entity has not complied with the compliance plan or any relevant laws, and to assess at regular intervals whether the Trust’s compliance plan is adequate and make recommendations to the Responsible Entity about any changes that the Committee considers should be made to the compliance plan. The Fund recognises the ASX Recommendations with respect to establishing remuneration and nomination Committees as good corporate governance. However, considering the size and structure of the Fund, the functions that would be performed by these Committees are best undertaken by the Board. The Board will review its view on Committees in line with the ASX Recommendations and in light of any changes to the size or structure of the Fund, and if required may establish Committees to assist it in carrying out its functions. At that time the Board will adopt a charter for such Committees in accordance with the ASX Recommendations and industry best practices. 5 NEW ENERGY SOLARAnnual Report It is the Board’s policy to determine the terms and conditions relating to the appointment and retirement of non-executive directors on a case-by-case basis and in conformity with the requirements of the Listing Rules and the Corporations Act 2001. In accordance with the corporate governance policy, directors are entitled to seek independent advice at the expense of the Fund. Written approval must be obtained from the chair prior to incurring any expense on behalf of the Fund. PERFORMANCE E VALUATION The Board of the Company conducts a review of its collective performance and the performance of its directors annually. This process includes consideration of feedback provided by directors via a questionnaire. The Board of the Company and individual directors, including the Chairperson, will be evaluated during the year ending 31 December 2018 in accordance with these processes at the end of its first full year post listing. INDUCTION AND ONGOING PROFESSIONAL DE VELOPMENT On appointment, the directors are individually briefed by the Investment Manager and the Management team. Directors are entitled to receive appropriate professional development opportunities to develop and maintain the skills and knowledge needed to perform their role as directors effectively. The Company’s Induction Program is structured to enable a new director to gain an understanding of the Company’s Investments, the Company’s financial, strategic, operational and risk management position, and their rights, duties and responsibilities. The Company Secretary is responsible for facilitating the induction and ongoing development of all directors, and where necessary, from time to time, will recommend relevant courses and industry seminars which may assist directors in discharging their duties. 3. ACT ETHICALLY AND RESPONSIBLY CODE OF CONDUCT The Boards are committed to maintaining ethical standards in the conduct of its business activities. The Boards reputation as an ethical business organisation is important to its ongoing success and it expects all its officers to be familiar with, and have a personal commitment to meeting these standards. In this regard the directors have adopted a Code of Conduct (Code) to define basic principles of business conduct. The Code requires officers and employees to abide by the policies of the Fund and the law. The Code is a set of principles giving direction and reflecting the Fund’s approach to business conduct and is not a prescriptive list of rules for business behaviour. The Code of Conduct covers ethical operations, compliance with laws, dealings with customers and public officials, conflicts of interest, confidential and proprietary information and insider trading. The Code of Conduct forms part of the Fund’s Corporate Governance Charter. A copy of the Corporate Governance Charter is available on the Fund’s website. SECURIT Y TR ADING POLICY The Boards have established a Security Trading Policy to apply to trading in the Fund’s securities on the ASX. This policy outlines the permissible dealing of the Fund’s securities while in possession of price sensitive information and applies to all directors of the Company, the Responsible Entity and the Investment Manager. The Policy imposes restrictions and notification requirements, including the imposition of blackout periods, trading windows and the need to obtain pre-trade approval. 6 NEW ENERGY SOLARAnnual Report INSIDER TR ADING POLICY The Boards have established an Insider Trading Policy to apply to trading in the Fund’s securities. This policy applies to all directors, executives and employees of the Company, Responsible Entity, Investment Manager, and their parent company, Evans Dixon. All directors, executives and employees of the Company, Responsible Entity, Investment Manager, and their parent company must not deal in the Fund’s securities while in possession of price sensitive information. In addition, the general Security Trading Policy sets out additional restrictions which apply to directors and executives of the Company, the Responsible Entity, Investment Manager, and their parent company. 4. SAFEGUARD INTEGRITY IN CORPORATE REPORTING COMPLIANCE COMMIT TEE As a registered managed investment scheme, the Trust has a compliance plan that has been lodged with the Australian Securities and Investments Commission (ASIC). The compliance plan is reviewed comprehensively every year to ensure that the way in which the Trust operates protects the rights and interests of security holders and that major compliance risks are identified and properly managed. The Responsible Entity has formed a Compliance Committee to ensure the Trust complies with the relevant regulations, its compliance plan and its constitution. The Committee meets and reports to the Board of the Responsible Entity on a quarterly basis. The Committee is structured with three members, the majority of which are independent. Details of the Compliance Committee members are as follows: Michael Britton (Independent Member)(Chairperson) Michael has over 35 years of commercial and financial services experience, initially with Boral Limited (ASX: BLD) and culminating in 12 years as General Manager of the corporate businesses of The Trust Company Limited (ASX: TRU) where he established the company’s reputation as a leader in the delivery of independent Responsible Entity services. He has represented The Trust Company as a director on the boards of both domestic and offshore operating subsidiary companies and a large number of special purpose companies delivering the Responsible Entity function in both conventional and stapled, ASX-listed and unlisted managed investment schemes. Michael has acted as a Responsible Manager, a member of committees of inspection in relation to large insolvency administrations and as an independent compliance committee member for substantial investment managers with portfolios of managed investment schemes. He is an independent director on the board of the unlisted Knights Capital Group Limited, a Perth-based investor and property fund manager and a Panel Member for the Financial Ombudsman Service Limited. Michael holds degrees in Jurisprudence and Law from the University of New South Wales and is a Graduate Member of the Australian Institute of Company Directors and a Fellow of the Governance Institute of Australia. Barry Sechos (Independent Member) Barry is a Director of Sherman Group Pty Limited, a privately owned investment company, and is responsible for managing the legal, financial and operational affairs of Sherman Group of companies. Barry has 30 years experience in corporate law and finance, having spent seven years as a banking and finance lawyer at Allen Allen & Hemsley (Sydney, Singapore and London), and eight years as a Director of EquitiLink Funds Management and Aberdeen Asset Management Australia. 7 NEW ENERGY SOLARAnnual Report Barry is also a Director of Paddington St Finance Pty Ltd, a specialist structured finance company, See-Saw Films, a film production and finance group and winner of the 2011 Academy Award for Best Picture, Transmission Films, an Australian film distribution company, Regeneus Limited, an Australian based regenerative medicine company listed on ASX, Aberdeen Leaders Limited an ASX-listed investment company. He is also a Director of Sherman Centre for Culture and Ideas, a charitable cultural organisation. Tristan O’Connell (Internal Member) Refer to information on directors on page 19. AUDIT & RISK COMMIT TEE The Fund has established a joint Audit & Risk Committee. The members of the Audit & Risk Committee during the year were: Barry Sechos (Independent Member) (Chairperson) Jeffrey Whalan (Independent Member) Tristan O’Connell (Internal Member) The Fund recognises the ASX recommendation with respect to appointing a non-executive director to chair the Audit & Risk Committee. The chairperson of the Audit & Risk Committee is an independent member and is not the chairperson of the Company Board or the Trust Board. The Fund believes the current appointment of the independent external member as chairperson provides the appropriate independence required under the ASX recommendations. The Committee consists of two non-executive members. The primary function of the Audit & Risk Committee is to assist the Board of the Company and the Trust in discharging its responsibility to exercise due care, diligence and skill in relation to the following areas: • application of accounting policies to the Fund’s financial reports and statements; • monitoring the integrity of the financial information provided to security holders, regulators and the general public; • corporate conduct and business ethics, including Auditor independence and ongoing compliance with laws and regulations; • maintenance of an effective and efficient audit; • appointment, compensation and oversight of the external Auditor, and ensuring that the external Auditor meets the required standards for Auditor independence; • assess the adequacy of the Fund’s process for managing risk; and • regularly monitoring and reviewing corporate governance policies and codes of conduct. The Audit & Risk Committee meets four times a year. The Audit & Risk Committee will report to the Board of the Company and the Trust at a minimum of two times a year. A copy of the Corporate Governance Charter is available on the Fund’s website. 8 NEW ENERGY SOLARAnnual Report 5. MAKING TIMELY AND BALANCED DISCLOSURE The Boards are committed to complying with its continuous disclosure obligations under the Corporations Act 2001, as well as releasing relevant information to the market and security holders in a timely and direct manner to promote investor confidence in the Fund and its securities. The Fund has adopted a Continuous Disclosure Policy to ensure the Fund complies with its continuous disclosure obligations under the Corporations Act and the Listing Rules. This policy is administered by the Boards and the Investment Manager as follows: • the Boards are involved in reviewing significant ASX announcements and ensuring and monitoring compliance with this policy; • the Company Secretary is responsible for the overall administration of this policy and all communications with the ASX; and • Senior management of the Investment Manager are responsible for reporting any material price sensitive information to the Company Secretary and observing the Fund’s no comments policy. 6. RESPECT THE RIGHTS OF SECURITYHOLDERS RIGHTS OF SECURIT YHOLDERS The Fund promotes effective communication with security holders. The Boards have developed a strategy within its Continuous Disclosure Policy to ensure that security holders are informed of all major developments affecting the Fund’s performance, governance, activities and state of affairs. This includes using a website to facilitate communication with security holders. Each security holder is also provided online access to the Registry to allow them to receive communications from, and send communication to, the Fund and the Registry. Information is communicated through announcements published on the Fund website, releases to the media and the dispatch of financial reports. Security holders are provided with an opportunity to access such reports and releases electronically. Copies of all announcements are available on the Fund’s website at newenergysolar.com.au. These include: • quarterly investment updates; • • • the half-year report; the annual report; the notice of annual general meeting, explanatory memorandum and the Chairperson’s address; • announcements made to comply with the Fund’s continuous disclosure requirements; and • correspondence sent to security holders on matters of significance to the Fund. The Boards encourage full participation of securityholders at the general meetings to ensure a high level of accountability and identification with the Fund’s strategy. Security holders who are unable to attend the general meeting are given the opportunity to provide questions or comments in relation to the audit of the Fund ahead of the meeting and where appropriate, these questions are answered at the meeting. 9 NEW ENERGY SOLARAnnual Report The external auditor is also invited to attend the annual general meeting of the Fund and is available to answer any questions concerning the conduct, preparation and content of the auditor’s report. 7. RECOGNISE AND MANAGE RISK The Boards are responsible for identifying, assessing, monitoring and managing the significant areas of risk applicable to the Fund and its operations. The Boards have established an Audit & Risk Committee to deal with these matters. The Boards monitor and appraise financial performance, including the approval of annual and half-year financial reports and liaising with the Fund’s auditors. In order to evaluate and continually improve the effectiveness of its risk management and internal control processes, the Responsible Entity has adopted a Risk Management Framework (RMF). The Board of the Responsible Entity conduct an annual review of the RMF to satisfy itself that the framework continues to be sound. The last review took place on 17 July 2017. The Boards are responsible for maintaining proper financial records. In addition, the Boards receive a letter half yearly from the Fund’s external auditor regarding their procedures and reporting that the financial records have been properly maintained and the financial statements comply with the Accounting Standards. The Fund does not have a material exposure to environmental, economic and social sustainability risks. The Boards provide declarations required by Section 295A of the Corporations Act 2001 for all financial periods and confirms that in its opinion the financial records of the Fund have been properly maintained and that the financial statements and accompanying notes comply with the Accounting Standards and give a true and fair view of the financial position and performance of the Fund, based on its review of the internal control systems, management of risk, the financial statements and the letter from the Fund’s external auditor. 8. REMUNERATE FAIRLY AND RESPONSIBLY REMUNER ATION POLICIES Due to the relatively small size of the Fund and its operations, the Board does not consider it appropriate, at this time, to form a separate committee to deal with the remuneration of the directors. In accordance with the Company’s Constitution, each director may be paid remuneration for ordinary services performed as a director. Under the ASX Listing Rules, the maximum fees payable to directors may not by increased without the prior approval from security holders at a general meeting of the Company. Directors will seek approval from time to time as deemed appropriate. The Company does not intend to remunerate its directors through an equity based remuneration scheme. The maximum total remuneration of the directors of the Company has been set at $200,000 per annum to be divided among them in such proportions as they agree. However, Alan Dixon, John Martin, Alex MacLachlan, Tom Kline, Adam Chandler and Warwick Keneally have agreed not to be paid any remuneration for the services they performed as directors. Total directors’ fees for the year ended 31 December 2017 were $37,499. No director of the Responsible entity receives any direct remuneration from the Fund. In accordance with the Responsible Entity’s constitution, the responsible entity is entitled to a management fee for services rendered. Details of the Fund’s related party transactions are set out in the notes to the financial statements in the Annual Report. 10 NEW ENERGY SOLARAnnual Report Directors’ Report TID SGS ground view – October 2017 TID SGS overhead view 11 Directors’ Report FOR THE YE AR ENDED 31 DECEMBER 2017 The directors of New Energy Solar Limited (the Company) and Walsh & Company Investments Limited, as Responsible Entity of New Energy Solar Fund (the Trust), together forming New Energy Solar, a listed stapled group, present their report together with the annual financial report for New Energy Solar Limited and New Energy Solar Fund, (collectively referred to as the Fund), for the year ended 31 December 2017. DIRECTORS The directors of New Energy Solar Limited at any time during or since the end of the financial year are listed below: Jeffrey Whalan – Non-Executive Chairperson (appointed 27 October 2017) Maxine McKew – Non-Executive Director (appointed 27 October 2017) James Davies – Non-Executive Director (appointed 27 October 2017) John Holland – Non-Executive Director (appointed 27 October 2017) John Martin (appointed 27 October 2017) Alan Dixon (appointed 27 October 2017) Alex MacLachlan (resigned 27 October 2017) Tom Kline (resigned 27 October 2017) Adam Chandler (appointed 3 May 2017, resigned 27 October 2017) Warwick Keneally (resigned 3 May 2017) The directors of Walsh & Company Investments Limited at any time during or since the end of the financial year are listed below: Alex MacLachlan Tristan O’Connell Tom Kline (resigned 16 May 2017) Warwick Keneally (appointed 16 May 2017) Directors were in office from the start of the year to the date of this report, unless otherwise stated. 12 NEW ENERGY SOLARAnnual Report INFORMATION ON THE DIRECTORS OF NEW ENERGY SOLAR LIMITED JEFFREY WHALAN AO, BA (UNSW), FAICD, FAIM NON-EXECUTIVE CHAIRMAN (Company) Jeffrey is an Independent Director of New Energy Solar Limited. He is Managing Director of the Jeff Whalan Learning Group, a specialist human resources company. He was a senior executive officer in the Australian Public Service from 1990 to 2008. Jeffrey was appointed an Officer in the Order of Australia in 2008 for his work as chief executive officer of Centrelink. Among other things, the award recognised his achievements in ‘the development of corporate accountability processes’. Jeffrey is a Fellow of the Australian Institute of Company Directors and a Fellow of the Australian Institute of Management. As CEO of Centrelink, Jeffrey was responsible for the largest agency of the Australian Public Service, $70 billion of government outlays and 27,000 staff. Prior to joining Centrelink, he was chief executive officer of Medicare Australia. Jeffrey has held Deputy Secretary positions in the Departments of Prime Minister and Cabinet, Defence and the then Department of Family and Community Services. He has also held senior executive positions in the Transport and Health departments. During the past three years Jeff has acted as a non-executive director or director of the responsible entity of the following Australian listed public entities: • Australian Governance Masters Index Fund Limited (since 2010) • Global Resource Masters Fund Limited (since 2008, delisted on 11 March 2016) MAXINE MCKEW NON-EXECUTIVE DIRECTOR (Company) Maxine is an author and Honorary Enterprise Professor of the Melbourne Graduate School of Education at the University of Melbourne. Her most recent book, published by Melbourne University Press in 2014, is Class Act, a study of the key challenges in Australian schooling. This publication followed the success of her memoir, Tales From the Political Trenches, an account of her brief but tumultuous time in the Federal Parliament. face to ABC TV viewers and was anchor of prestigious programs such as the 7.30 Report and Lateline. Her work has been Maxine’s background traverses both journalism and politics. For many years she was a familiar recognised by her peers with both Walkley and Logie awards. When she left journalism to enter politics, Maxine wrote herself into the Australian history books by defeating Prime Minister John Howard in the Sydney seat of Bennelong. In government she was both parliamentary secretary for early childhood and later, for regional development and local government. Maxine is a director of Per Capita and the John Cain Foundation. In 2015 she was also appointed to serve on the board of the State Library of Victoria. During the past three years Maxine has not acted as director of any Australian listed public entity. 13 NEW ENERGY SOLARAnnual Report JAMES DAVIES BCS (UNE), MBA (LBS) NON-EXECUTIVE DIRECTOR (Company) James has over 30 years’ experience in investment management across real estate, private equity, infrastructure, natural resources and special situations. Most recently he was Head of Funds Management at New Forests Asset Management, overseeing $2.5 billion worth of investments in broad acre real estate, forestry assets and environmental markets. Prior to that he held Director roles at Hastings Funds Management Limited and Royal Bank of Scotland’s Strategic Investments Group. He has sat on numerous investment committees and boards including as Chairman of Timberlink Australia and Forico. James holds a Bachelor of Computer Science from the University of New England, a Masters of Business Administration from London Business School, and is a Member of the Australian Institute of Company Directors. During the past three years James has not acted as director of any Australian listed public entity. JOHN HOLLAND MA (Hons) (Oxford) NON-EXECUTIVE DIRECTOR (Company) John holds a portfolio of complementary non-executive board roles. In particular, he chairs KCG Europe, a brokerage business which is part of the Virtu Financial group, and Open Door Capital Management (a Greater China Asset Management company), as well as acting as Non-Executive Director of sQuidcard Limited (a UK and African Payments business in the Education and Aid Sectors). John also chairs the Board and Advisory Board respectively of ASX Listed Asian Masters Fund (AUF) and Emerging Markets Masters Fund (EMF). Prior to his current roles, John was Managing Director and Member of UBS Investment Bank Board. Over the course of his 24-year career at UBS and its predecessor banks, John helped to build and then led UBS’ leading Asian Equities and banking business based in Hong Kong, before returning to London to assume various senior management roles in the Global Equities business. Throughout his career, John has had significant experience working with a wide range of Financial Regulators, including a three-year stint as a member of the European Securities Markets Experts Group advising the European Commission on new regulation. John holds a Master of Arts (Hon) from Oriel College, Oxford University, majoring in Philosophy, Politics and Economics. During the past three years John has acted as a non-executive director or director of the responsible entity of the following Australian listed public entities: • Asian Masters Fund Limited (since 2010) 14 NEW ENERGY SOLARAnnual Report JOHN MARTIN BEcon (Hons) (USYD) DIRECTOR (Company) Managing Director and CEO, New Energy Solar John was appointed as New Energy Solar’s Managing Director and CEO in May 2017. John brings a wealth of experience and capability to the role after more than two decades’ experience in corporate advisory and investment banking with a focus on the infrastructure, energy and utility sectors. John previously led the Infrastructure and Utilities business at corporate advisory firm Aquasia where he advised on more than $10 billion of infrastructure and utility M&A and financing transactions. Prior to this John held various investment bank management positions including the Head of National Australia Bank Advisory and the Joint Head of Credit Markets and Head of Structured Finance at RBS/ABN AMRO. During his time at ABN AMRO, John managed the Infrastructure Capital business which was viewed as a market leader in the development and financing of infrastructure and utility projects in Australia. John started his career as an economist with the Reserve Bank of Australia and then worked in various treasury and risk management positions, before moving to PwC as the partner responsible for financial risk management. At PwC John advised some of Australia’s largest corporations on the management and valuation of currency, interest rate and commodity exposures – with a focus on advising energy companies trading in the Australian National Electricity Market. John has a Bachelor of Economics (Honours) from the University of Sydney. John is a member of the Advisory Board for the Cordish Dixon Private Equity Fund III (ASX:USP), and is a past board member of Infrastructure Partnerships Australia. During the past three years John has not acted as director of any Australian listed public entity. ALAN DIXON BComm (ANU), CA DIRECTOR (Company) Managing Director and CEO, Evans Dixon Alan is the Managing Director and CEO of Evans Dixon, an asset manager and financial advisory firm established in February 2017, through the merger of Evans & Partners and Dixon Advisory. Evans Dixon has over $20 billion of assets under management or advice. Primarily based in the US, Alan also oversees the firm’s senior leaders and influences the strategic initiatives of more than 600 professionals working with clients in Sydney, Melbourne, Brisbane, Canberra, Jersey City and New York City. He is also Managing Director and CEO of Dixon Advisory USA, a leader in the US urban single-family home rental business. Alan joined Dixon Advisory in January 2001. Prior to joining Dixon Advisory, Alan worked in Chartered Accountancy and Investment Banking roles in Australia. Alan holds a Bachelor of Commerce from the Australian National University and is a member of the Institute of Chartered Accountants in Australia. He is also an SMSF Professionals’ Association of Australia (SPAA) Accredited SMSF Specialist Advisor™. During the past three years Alan has not acted as director of any Australian listed public entity. 15 NEW ENERGY SOLARAnnual Report ALEX MACLACHLAN BA (Cornell), MBA (Wharton) CHAIRMAN (Responsible Entity) CEO, Walsh & Company Alex is the Chairman of the Responsible Entity for Cordish Dixon Private Equity Fund Series, Fort Street Real Estate Capital Fund Series, Emerging Markets Masters Fund, New Energy Solar Fund, US Masters Residential Property Fund and Evans & Partners Global Disruption Fund. Alex is also a director of Fort Street Real Estate Capital, the Australian Masters Yield Fund Series and Asian Masters Fund Limited. Alex joined Dixon Advisory in 2008 to lead the then newly formed Funds Management division, which later became Walsh & Company. From funds under management of under $100 million at the time of his start, Alex has grown Walsh & Company Group to over $5 billion of assets under management today, with investments across residential and commercial property, fixed income, private equity, listed equities and renewable energy. Prior to joining the firm, Alex was an investment banker at UBS AG, where he rose to Head of Energy for Australasia. During his tenure in investment banking, Alex worked on more than $100 billion in mergers and acquisitions and capital markets transactions, advising some of the world’s leading companies. Alex has a Bachelor of Arts from Cornell University and a Masters of Business Administration from The Wharton School, University of Pennsylvania. During the past three years Alex has acted as a non-executive director or director of the responsible entity of the following Australian listed public entities: • Asian Masters Fund Limited (since 2009) • Australian Masters Corporate Bond Fund No 5 Limited (since 2009, delisted 26 August 2016) • Australian Masters Yield Fund No 1 Limited (since 2010, delisted 28 July 2017) • Australian Masters Yield Fund No 2 Limited (since 2010, delisted 28 July 2017) • Australian Masters Yield Fund No 3 Limited (since 2011) • Australian Masters Yield Fund No 4 Limited (since 2011) • Australian Masters Yield Fund No 5 Limited (since 2012) • US Masters Residential Property Fund (since 2011) • Emerging Markets Masters Fund (since 2012) • Global Resource Masters Fund Limited (since 2008, delisted 11 March 2016) • Cordish Dixon Private Equity Fund I (since 2012) • Cordish Dixon Private Equity Fund II (since 2013) • Cordish Dixon Private Equity Fund III (since 2016) • Evans & Partners Global Disruption Fund (since 2017) 16 NEW ENERGY SOLARAnnual Report TOM KLINE BComm, LLB (Hons) (ANU) Executive Director - North America Tom is the Executive Director – North America for New Energy Solar (NES). Tom was the inaugural CEO of New Energy Solar after the launch of the business in December 2015, and was previously the Chief Operating Officer of Walsh & Company Investments Limited, the Funds Management division of Dixon Advisory. Tom relocated to the US in April 2017 to oversee NES’ existing portfolio of solar power assets, and to guide the business’ continued North American investment. Tom has extensive experience in funds management, corporate finance, and mergers and acquisitions, having been part of the senior management team at Walsh & Company and Dixon Advisory since 2009. Before joining the firm, Tom worked at UBS AG in Sydney. During his time at UBS, he was a member of the Power, Utilities and Infrastructure team and advised on a wide range of public and private M&A and capital market transactions. Tom advised some of Australia’s leading energy generators and infrastructure players including EnergyAustralia and Transurban. Tom also advised energy and utility companies on the proposed introduction of Australia’s federal carbon trading scheme (Carbon Pollution Reduction Scheme) and implications for fossil fuel and renewable energy generation. Tom has a Bachelor of Commerce and Bachelor of Laws (Honours) from Australian National University. During the past three years Tom has acted as a non-executive director or director of the responsible entity of the following Australian listed public entities: • Australian Masters Yield Fund No 4 Limited (since 2011, until 19 July 2017) • Australian Masters Yield Fund No 5 Limited (since 2011, until 19 July 2017) • US Masters Residential Property Fund (since 2011, until 16 May 2017) • Emerging Markets Masters Fund (since 2012, until 16 May 2017) • Cordish Dixon Private Equity Fund I (since 2012, until 16 May 2017) • Cordish Dixon Private Equity Fund II (since 2013, until 16 May 2017) • Cordish Dixon Private Equity Fund III (since 2016, until 16 May 2017) 17 NEW ENERGY SOLARAnnual Report ADAM CHANDLER BCom (MEL) Portfolio Manager Adam is a Portfolio Manager specialising in international equities. Adam was previously Chief Operating Officer at Walsh & Company Asset Management, the funds management division of Dixon Advisory. Adam brings to the role more than 15 years’ experience in financial markets, across funds management and corporate advisory in Australia and Europe. Prior to joining Walsh & Company Asset Management, Adam was an investment analyst and portfolio manager, working with UBS’s Fundamental Investment Group and a London based, boutique fund manager. Before funds management he was an investment banker at UBS in Sydney and London, advising on mergers and acquisitions and capital raising. Adam has a Bachelor of Commerce with honours in finance from The University of Melbourne. During the past three years Adam has not acted as director of any Australian listed public entity. WARWICK KENEALLY BEc, BComm (ANU), CA DIRECTOR (Responsible Entity) Head of Finance, Walsh & Company Warwick is Head of Finance at Walsh & Company, the Funds Management division of Evans Dixon and Director of Walsh & Company Investments Limited, the Responsible Entity for Cordish Dixon Private Equity Fund Series, Fort Street Real Estate Capital Fund Series, Emerging Markets Masters Fund, New Energy Solar Fund, US Masters Residential Property Fund and Evans & Partners Global Disruption Fund. Before joining Walsh & Company, Warwick worked in chartered accounting firms specialising in turnaround and restructuring. Warwick started his career with KPMG, working in their Canberra, Sydney and London offices and has undertaken a range of complex restructuring and insolvency engagements across Europe, UK and Australia, for a range of Australian, UK, European and US banks. Warwick has worked with companies and lenders to develop and implement strategic business options, provide advice in relation to continuous disclosure requirements, develop cash forecasting training for national firms, and lectured on cash management. Among his former roles, Warwick worked on the initial stages of the HIH insolvency as part of the key management group tasked with the wind-down of the global estate. Warwick has a Bachelor of Economics and Bachelor of Commerce from Australian National University and is a Member of the Institute of Chartered Accountants in Australia. During the past three years Warwick has acted as a non-executive director or director of the responsible entity of the following Australian listed public entities: • Australian Masters Yield Fund No 4 Limited (since 2017) • Australian Masters Yield Fund No 5 Limited (since 2017) 18 NEW ENERGY SOLARAnnual Report • US Masters Residential Property Fund (since 2017) • Emerging Markets Masters Fund (since 2017) • Cordish Dixon Private Equity Fund I (since 2017) • Cordish Dixon Private Equity Fund II (since 2017) • Cordish Dixon Private Equity Fund III (since 2017) • Evans & Partners Global Disruption Fund (since 2017) INFORMATION ON THE DIRECTORS OF WALSH & COMPANY INVESTMENTS LIMITED ALEX MACLACHLAN BA (Cornell), MBA (Wharton) CHAIRMAN (Responsible Entity) CEO, Walsh & Company Refer to information on the directors of New Energy Solar Limited. TRISTAN O’CONNELL BComm (ANU), CPA DIRECTOR (Responsible Entity) Group Chief Financial Officer and Company Secretary, Evans Dixon Tristan is Group Chief Financial Officer and Company Secretary for Evans Dixon and Director of Walsh & Company Investments Limited, the Responsible Entity for Cordish Dixon Private Equity Fund Series, Fort Street Real Estate Capital Fund Series, Emerging Markets Masters Fund, New Energy Solar Fund, US Masters Residential Property Fund and Evans & Partners Global Disruption Fund. Tristan is also a trustee of the US REIT/US Masters Residential Property (USA) Fund. At Evans Dixon, Tristan oversees the finance and accounting function of the firm’s group of companies. This incorporates funds management accounting for sixteen funds. He began his association with Dixon Advisory in 2005, joining to spearhead its financial management and growth. Tristan brought to Dixon Advisory more than a decade in corporate financial and management roles within the wholesale markets industry. This included a long tenure at Tullet Prebon, one of the world’s leading inter-dealer broker firms that specialise in over-the-counter interest rate, foreign exchange, energy and credit derivatives. Tristan was Financial Controller of the Australian operation and held senior finance roles in their Singapore and London offices. Tristan has a Bachelor of Commerce from the Australian National University, is a member of CPA Australia and is a Fellow of the Financial Services Institute of Australasia. During the past three years Tristan has acted as a non-executive director or director of the responsible entity of the following Australian listed public entities: • US Masters Residential Property Fund (since 2011) • Emerging Markets Masters Fund (since 2012) 19 NEW ENERGY SOLARAnnual Report • Cordish Dixon Private Equity Fund I (since 2012) • Cordish Dixon Private Equity Fund II (since 2013) • Cordish Dixon Private Equity Fund III (since 2016) • Evans & Partners Global Disruption Fund (since 2017) WARWICK KENEALLY BEc, BComm (ANU), CA DIRECTOR (Responsible Entity) Head of Finance, Walsh & Company Refer to information on the directors of New Energy Solar Limited. INFORMATION ON THE COMPANY SECRETARIES HANNAH CHAN BCom, MCom, CA Hannah has a Bachelor of Commerce degree in Finance from the University of NSW and a Master of Commerce degree in Accounting from the University of Sydney. She is also a Chartered Accountant with the Institute of Chartered Accountants in Australia and New Zealand. Prior to joining Walsh & Company, Hannah gained extensive audit experience while working with Deloitte Touche Tohmatsu and Ernst & Young. Hannah is also the Company Secretary of Australian Masters Yield Fund Series, Asian Masters Fund Limited, Australian Governance Masters Index Fund Limited and joint Company Secretary of Walsh & Company Investments Limited and Walsh and Company Asset Management Pty Limited. Hannah is a director of Australian Fund Accounting Services Pty Limited. Hannah was appointed as Company Secretary on 19 November 2015. SIMON BARNETT LLB, BA (Eco) Simon is a lawyer with significant expertise assisting financial services businesses in dealing with regulators, structuring and launching new wholesale and retail products and navigating through the regulatory and legal issues that arise in this complex area of the law. In addition to new product offerings and capital market transactions, Simon’s experience extends to retail financial product advice, joint ventures and regulatory matters including ASX, ASIC and APRA issues, managed funds, privacy, AML/CTF legislation and risk and compliance policy frameworks. Simon holds a Practising Certificate with the Law Society of NSW and is admitted as a solicitor of the Supreme Court of NSW and is a barrister and solicitor of the High Court of New Zealand. He has a Bachelor of Laws and a Bachelor of Arts (Economics) from the University of Otago. Simon was appointed as Company Secretary on 19 November 2015. 20 NEW ENERGY SOLARAnnual Report DIRECTORS’ MEETINGS The number of Directors’ meetings of the Company held during the year ended 31 December 2017, and the number of meetings attended by each director were: NEW ENERGY SOLAR LIMITED BOARD No. of No. of meetings attended meetings eligible Jeff Whalan John Holland Maxine McKew James Davies Alan Dixon John Martin Alex MacLachlan Tom Kline Adam Chandler Warwick Keneally 3 3 3 3 1 3 6 6 5 1 3 3 3 3 3 3 6 6 5 1 Eligible: represents the number of meetings held during the time the director held office. AUDIT COMMITTEE MEETINGS The Audit Committee was established in December 2017 following the listing of New Energy Solar on the Australian Stock Exchange. As such, the number of Audit Committee meetings held during the year ended 31 December 2017 was nil. The first Audit Committee meeting was held on 7 February 2018 post reporting balance date. REMUNERATION REPORT – NEW ENERGY SOLAR LIMITED (A) REMUNER ATION POLICY Under ASX Listing Rules, the maximum fees payable to directors may not be increased without the prior approval from the Company in general meeting. Directors will seek approval from time to time as deemed appropriate. Under the Company’s constitution, each director may be paid remuneration for ordinary services performed as a director. However, Alan Dixon, John Martin, Alex MacLachlan, Tom Kline, Adam Chandler and Warwick Keneally have agreed not 21 NEW ENERGY SOLARAnnual Report to be paid any remuneration for the services they performed as directors. John Martin who acts as CEO of the Fund and Tom Kline who acts as Executive Director North America are remunerated by the Investment Manager (or related entities of the Investment Manager). Investment Management fees are set out in note 18 to the financial statements. The independent directors, John Holland, James Davies and Maxine McKew each are entitled to receive $50,000 per annum respectively. As an independent chairperson, Jeffrey Whalan is entitled to receive $75,000 per annum. These fees exclude any additional fee for any service-based agreement which may be agreed upon from time to time and also excludes reimbursement of out of pocket expenses. These fees are inclusive of statutory superannuation, where appropriate. (B) KE Y MANAGEMENT PERSONNEL REMUNER ATION Key management personnel include the directors who have authority and responsibility for planning, directing and controlling the activities of the Company. No other executive personnel are employed or remunerated by the Company. Details of remuneration paid during the year to key management personnel are set out in the table below. SALARY, FEES AND COMMISSION SUPERANNUATION CONTRIBUTIONS CASH BONUS NON-CASH BENEFITS OTHER TOTAL 2017 Directors $ $ Jeffrey Whalan * 11,416 1,084 John Holland * Maxine McKew * James Davies * Alan Dixon John Martin Alex MacLachlan Tom Kline Adam Chandler Warwick Keneally 8,333 7,610 7,610 – – – – – – – 723 723 – – – – – – 34,969 2,530 $ – – – – – – – – – – – $ – – – – – – – – – – – $ – – – – – – – – – – – $ 12,500 8,333 8,333 8,333 – – – – – – 37,499 * Remuneration represents payments made in respect of the period since appointment as director on 27 October 2017. There were no comparative directors fees paid during the period 19 November 2015 to 31 December 2016. 22 NEW ENERGY SOLARAnnual Report (C) SERVICE AGREEMENTS The Company does not presently have formal service agreements or employment contracts with any key management personnel. The Directors remuneration is not linked to the performance of the Company or Trust. (D) DIRECTORS’ PROTECTION DEEDS The Company has agreed to provide access to board papers and minutes to current and former directors of the Company while they are directors and for a period of seven years after they cease to be directors. The Company has agreed to indemnify, to the extent permitted by the Corporations Act 2001, each officer in respect of certain liabilities, which the director may incur as a result of, or by reason of (whether solely or in part), being or acting as a Director of the Company. The Company has also agreed to maintain in favour of each director a directors’ and officers’ policy of insurance for the period that he or she is a director and for a period of seven years after the officer ceases to be a director. (E) BENEFICIAL AND RELE VANT INTERES T OF DIRECTORS IN SHARES As at the date of this report, details of directors who hold shares for their own benefit or who have an interest in holdings through a third party and the total number of such shares held are listed as follows: DIRECTOR OF THE COMPANY Jeffrey Whalan John Holland James Davies Maxine McKew Alan Dixon John Martin DIRECTOR OF THE RESPONSIBLE ENTITY OF THE TRUST Alex MacLachlan Tristan O’Connell Warwick Keneally NO. OF SECURITIES NO. OF CLASS A OPTIONS NO. OF CLASS B OPTIONS 500,366 38,333 38,333 – – – 25,685 12,500 12,500 66,666 33,333 33,333 5,647,937 533,332 533,332 493,725 233,998 233,998 89,892 17,666 17,666 90,975 28,333 28,333 47,998 23,999 23,999 23 NEW ENERGY SOLARAnnual Report PRINCIPAL ACTIVITIES AND SIGNIFICANT CHANGES IN NATURE OF ACTIVITIES The principal activities of the Company and the Trust during the year were pursuing and investing in large-scale solar plants that generate emissions-free power. There were no significant changes in the nature of these activities during the year. DISTRIBUTIONS Distributions paid or declared to securityholders during, or since the end of, the year were as follows: • 3.2 cents per stapled security for the six months ended 30 June 2017 paid on 15 August 2017 amounting to $6,072,338. • 4.0 cents per stapled security for the six months ended 31 December 2017 announced on 21 December 2017 amounting to $13,051,907. REVIEW AND RESULTS OF OPERATIONS For the year ended 31 December 2017, on a combined basis, the Fund’s loss was $7.1 million (19 November 2015 to 31 December 2016: $7.0 million profit). The Company reported a profit of $0.4 million (19 November 2015 to 31 December 2016: $2.7 million profit) and the Trust reported a loss of $7.5 million (19 November 2015 to 31 December 2016: $4.3 million profit). This 2017 loss was predominantly related to foreign exchange losses on US dollar denominated investments and loan receivables, offset by gains on underlying solar asset investment fair values. The foreign exchange losses noted were driven by the weakening of the US dollar against the Australian dollar over the year, with a 31 December 2017 closing A$:US$ rate of $0.7809 compared to $0.7208 as at 31 December 2016, which reflects a 7.7% depreciation of the US$ against the A$ during the year. Foreign exchange losses totaled $27.9 million, comprised of $11.6 million recorded as part of the fair value movements in the US denominated financial assets of the Company, $15.4 million recorded as part of the fair value movements in the US denominated financial assets of the Trust and $0.1 million and $0.8 million foreign exchange losses recorded by the Company and the Trust respectively in relation to US denominated cash and receivables. On a pre-currency movements basis, for the year ended 31 December 2017, on a combined basis, the Fund generated revenues of $24.4 million (before currency movements), while operating expenses for the period totaled $3.6 million (before currency movements), resulting in earnings (before currency movements) of $20.8 million. At 31 December 2017, on a combined basis, the Fund’s net assets are $472.3 million (31 December 2016: $302.1 million), representing a net asset value per stapled security of $1.45 (31 December 2016: $1.59). The Company’s net assets are $210.5 million (31 December 2016: $17.5 million), representing a net asset value per share of $0.65 (31 December 2016: $0.09) and the Trust’s net assets are $261.8 million (31 December 2016: $284.6 million), representing a net asset value per unit of $0.80 (31 December 2016: $1.50). During the year, the Fund provided total cash funding of $162.6 million to the Company’s wholly owned subsidiary New Energy Solar US Corp to enable the investment in US solar assets. This was split as equity funding of $87.0 million from the Company and debt funding of $75.6 million from the Trust. 24 NEW ENERGY SOLARAnnual Report On 26 June 2017, the Fund reallocated capital from the Trust to the Company. This was achieved by a capital return by the Trust of $0.51 per issued unit in the Trust, which was compulsorily applied as a capital contribution for existing shares in the Company. The total number of stapled securities on issue did not change and the combined net asset value of the stapled securities remained the same before and immediately after the capital reallocation. The purpose for undertaking the capital reallocation was to simplify inter-entity arrangements and allocate available capital so that it resides in the entity which provides the best outcome to Securityholders. The capital reallocation was approved by Securityholders at the Annual General Meeting held on 3 May 2017. SIGNIFICANT CHANGES IN STATE OF AFFAIRS During the financial year, the Company and the Trust raised capital totaling $99 million and $103 million respectively as part an initial public offering and listing on the Australian Stock Exchange, for the purpose of carrying on the principal investment activities as described above in the report. EVENTS SUBSEQUENT TO THE REPORTING PERIOD A distribution of 4.0 cents per stapled security totaling $13,051,907 was declared on 21 December 2017 and was paid to securityholders on 15 February 2018. 3,657,035 stapled securities were issued under the Fund’s Distribution Reinvestment Plan. On 31 January 2018, NES Hercules Buyer LLC, a subsidiary of the Company, entered into an agreement to acquire a 200 MWDC solar plant (200 MWDC plant) in the United States to be constructed and operational by late 2019. Investment will occur progressively through to commissioning and completion of the 200 MWDC plant, coinciding with contractual milestones, with the total value of NES’ investment at completion expected to be approximately $335.2 million (US$270 million). On 1 February 2018, NES Hercules Buyer LLC paid a deposit of $23.3 million (US$18.8 million) to the vendor of the 200 MWDC plant. On 15 February 2018, NES Perseus HoldCo LLC, a subsidiary of the Company, acquired a 49% interest in the Boulder Solar I Facility, an operational 125 MWDC plant in Clarke County, Nevada in the United States for $69.2 million (US$55 million). Other than the matters discussed above, no matter or circumstance has arisen since 31 December 2017 that has significantly affected, or may significantly affect the Company or the Trust’s operations, the results of those operations, or the Company or the Trust’s state of affairs in future financial years. FUTURE DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS The Company and the Trust will continue to undertake their activities described in this report. The Report to Stapled Securityholders which forms part of this financial report includes details of the outlook for solar markets in which the Company and the Trust invests. Further details are included in the Report to Stapled Securityholders and Manager’s Report which forms part of this financial report. 25 NEW ENERGY SOLARAnnual Report ENVIRONMENTAL REGULATION The Company and the Trust are not subject to any particular and significant environmental regulations under a law of the Commonwealth or a State or Territory. OTHER RELEVANT INFORMATION The following lists other relevant information required under the Corporations Act 2001: • details of fees paid to the Responsible Entity during the financial year – refer to note 18 to the financial statements • the Responsible Entity did not hold any interests in the Company or the Trust at the end of the financial year • details of issued interests in the Company and the Trust during the financial year – refer to note 6 to the financial statements. INDEMNITY AND INSURANCE Indemnities have been given and insurance premiums paid, during or since the end of the financial year, for all of the Directors of the Company. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium. Under the Trust’s constitution, the Responsible Entity, including its officers and employees, is indemnified out of the Trust’s assets for any loss, damage expense or other liability incurred by it in properly performing or exercising any of its powers, duties or rights in relation to the Trust. Insurance premiums have been paid, during or since the end of the financial year, for all of the directors of the Responsible Entity of the Trust. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium. No indemnities have been given or insurance premiums paid, during or since the end of the financial year, for the auditor of the Company and the Trust. NON-AUDIT SERVICES Details of the amounts paid or payable to the auditor, Deloitte Touche Tohmatsu, for non-audit services are outlined in note 19 to the financial statements. The directors are satisfied that the provision of non-audit services during the financial year, by the auditor (or by another person or firm on the auditor’s behalf), is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. 26 NEW ENERGY SOLARAnnual Report The directors are of the opinion that the services as disclosed in note 19 to the financial statements do not compromise the external auditor’s independence requirements of the Corporations Act 2001 for the following reasons: • all non-audit services are reviewed and approved prior to commencement to ensure they do not adversely affect the integrity and objectivity of the auditor; and • none of the services undermine the general principles relating to auditor independence as set out in APES 110 ‘Code of Ethics for Professional Accountants’ issued by the Accounting Professional & Ethical Standards Board, including reviewing or auditing the auditor’s own work, acting in a management or decision-making capacity for the Fund, acting as advocate for the Fund or jointly sharing economic risks and rewards. AUDITOR’S INDEPENDENCE DECLARATION A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out on the following page. This report is made in accordance with a resolution of directors, pursuant to section 306(3) of the Corporations Act 2001. On behalf of the directors ALEX MACLACHLAN Chairman of the Responsible Entity JEFFREY WHALAN Chairman of the Company 28 February 2018 27 NEW ENERGY SOLARAnnual Report This page has intentionally been left blank. 28 NEW ENERGY SOLARAnnual Report Auditor’s Independence Declaration Stanford SGS at sunset – September 2017 TID SGS ground view – September 2017 29 Auditor’s Independence Declaration FOR THE YE AR ENDED 31 DECEMBER 2017 30 NEW ENERGY SOLARAnnual Report Financial Statements TID SGS PV module close- up – September 2017 TID SGS ground view – September 2017 31 Statement of Profit or Loss and Other Comprehensive Income Statement of Financial Position FOR THE YE AR ENDED 31 DECEMBER 2017 A S AT 31 DECEMBER 2017 NEW ENERGY SOLAR LIMITED (COMPANY) NEW ENERGY SOLAR LIMITED (COMPANY) 19-Nov-15 to NEW ENERGY SOLAR FUND (TRUST) NEW ENERGY SOLAR FUND (TRUST) 19-Nov-15 to FUND (COMBINED COMPANY AND TRUST) FUND (COMBINED COMPANY AND TRUST) 19-Nov-15 to Notes 31-Dec-17 $ 31-Dec-16 $ 31-Dec-17 $ 31-Dec-16 $ 31-Dec-17 $ 31-Dec-16 $ Net income Fair value gain/(loss) of financial assets at fair value through profit or loss Foreign exchange gain/(loss) Finance income Other income Total net income Finance expenses Responsible entity fees Investment management fees Accounting and audit fees Legal and advisory expenses Listing and registry expenses Marketing expenses Other operating expenses Total expenses Profit/(loss) before tax Income tax expense Profit/(loss) after tax for the year Other comprehensive income, net of income tax Total comprehensive income/(loss) for the period Earnings per security Basic and diluted earnings/ (loss) (cents per security) 9 3 18 18 4 1,521,102 2,643,456 (15,403,191) 7,473,580 (13,882,089) 10,117,036 (111,537) 31,841 159,389 1,600,795 (240) – 336,060 137,295 – 3,116,811 (375) – 10,615,859 439,622 (761,435) (4,761,904) 3,469,324 – (5,109,145) 6,181,000 (547) (137,539) (423) (191,722) (872,972) 10,647,700 599,011 (3,508,350) (663) (191,722) (4,425,844) 3,606,619 – 9,297,811 (922) (137,539) (234,594) (154,333) (209,098) (8,531) (353,919) (1,033,740) (165,642) (318,124) (588,513) (472,457) (1,242,838) (174,173) (272,701) (37,937) (688,951) (340,145) (961,652) (378,082) (251,508) (202,314) (123,305) (1,238,995) 361,800 – (5,132) (1,158) (16,711) (278,942) 2,837,869 (85,643) (366,274) (310,808) (118,228) (6,164) (20,967) (210,711) (2,348,449) (1,915,455) (7,457,594) 4,265,545 – – (617,782) (513,122) (241,533) (3,587,444) (7,095,794) – (11,296) (22,125) (227,422) (2,194,397) 7,103,414 (85,643) 361,800 2,752,226 (7,457,594) 4,265,545 (7,095,794) 7,017,771 – – – – – – 361,800 2,752,226 (7,457,594) 4,265,545 (7,095,794) 7,017,771 5 0.18 2.74 (3.71) 4.24 (3.53) 6.98 The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes 32 NEW ENERGY SOLARAnnual Report Statement of Financial Position A S AT 31 DECEMBER 2017 NEW ENERGY SOLAR LIMITED (COMPANY) NEW ENERGY SOLAR LIMITED (COMPANY) NEW ENERGY SOLAR FUND (TRUST) NEW ENERGY SOLAR FUND (TRUST) FUND (COMBINED COMPANY AND TRUST) FUND (COMBINED COMPANY AND TRUST) Notes 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 $ $ $ $ $ $ 7 8 8,105,112 5,938,759 34,021,450 1,286,068 42,126,562 7,224,827 800,078 2,568,543 1,230,916 2,395,197 2,030,994 4,963,740 ASSETS Current assets Cash and cash equivalents Trade and other receivables Total current assets 8,905,190 8,507,302 35,252,366 3,681,265 44,157,556 12,188,567 Non-current assets Financial assets held at fair value through profit or loss Total non-current assets Total assets LIABILITIES Current liabilities 9 201,874,660 113,353,558 239,831,684 281,277,239 441,706,344 292,988,799 201,874,660 113,353,558 239,831,684 281,277,239 441,706,344 292,988,799 210,779,850 121,860,860 275,084,050 284,958,504 485,863,900 305,177,366 Trade and other payables 10 161,876 2,629,839 224,334 369,522 386,210 2,999,361 Current tax payable 85,643 85,643 – 101,641,998 – – 13,051,907 – – – – – 85,643 85,643 – 13,051,907 – – 247,519 104,357,480 13,276,241 369,522 13,523,760 3,085,004 247,519 104,357,480 13,276,241 369,522 13,523,760 3,085,004 210,532,331 17,503,380 261,807,809 284,588,982 472,340,140 302,092,362 Loans payable Distribution payable 11 12 Total current liabilities Total liabilities Net assets EQUITY Issued capital 6 207,418,305 14,751,154 264,999,858 280,323,437 472,418,163 295,074,591 Retained earnings/ (accumulated losses) 3,114,026 2,752,226 (3,192,049) 4,265,545 (78,023) 7,017,771 Total equity 210,532,331 17,503,380 261,807,809 284,588,982 472,340,140 302,092,362 The above statement of financial position should be read in conjunction with the accompanying notes 33 NEW ENERGY SOLARAnnual Report Statement of Changes in Equity FOR THE YE AR ENDED 31 DECEMBER 2017 NEW ENERGY SOLAR LIMITED (COMPANY) Notes Issued capital Retained earnings Balance at 19 November 2015 (date of registration) Profit after tax for the period Other comprehensive income, net of income tax Total comprehensive income for the period Issue of securities Capitalised issue costs, net of income tax Balance at 31 December 2016 Balance at 1 January 2017 Profit after tax for the year Other comprehensive income, net of income tax Total comprehensive income for the year Issue of securities Capitalised issue costs, net of income tax Capital reallocation $ – – – – 15,106,981 (355,827) $ – Total $ – 2,752,226 2,752,226 – 2,752,226 – – – 2,752,226 15,106,981 (355,827) 14,751,154 2,752,226 17,503,380 Issued capital $ Retained earnings $ Total $ 14,751,154 2,752,226 17,503,380 – – – 361,800 361,800 – – 361,800 361,800 100,061,862 (4,172,593) 96,777,882 – – – 100,061,862 (4,172,593) 96,777,882 NEW ENERGY SOLAR FUND (TRUST) Issued capital Retained earnings $ – Total $ – 4,265,545 4,265,545 – – 4,265,545 4,265,545 – – 287,032,631 (6,709,194) Balance at 31 December 2017 6 207,418,305 3,114,026 210,532,331 Balance at 19 November 2015 (date of registration) Profit after tax for the period Other comprehensive income, net of income tax Total comprehensive income for the period Issue of securities Capitalised issue costs, net of income tax $ – – – – 287,032,631 (6,709,194) Balance at 31 December 2016 6 280,323,437 4,265,545 284,588,982 The above statement of changes in equity should be read in conjunction with the accompanying notes 34 NEW ENERGY SOLARAnnual Report Balance at 1 January 2017 Loss after tax for the year Other comprehensive income, net of income tax Total comprehensive loss for the year Issue of securities Capitalised issue costs, net of income tax Capital reallocation Distributions Balance at 31 December 2017 12 6 Balance at 19 November 2015 (date of registration) Profit after tax for the period Other comprehensive income, net of income tax Total comprehensive income for the period Issue of securities Capitalised issue costs, net of income tax Balance at 31 December 2016 Balance at 1 January 2017 Loss after tax for the year Other comprehensive income, net of income tax Total comprehensive loss for the year NEW ENERGY SOLAR FUND (TRUST) Notes Issued capital Retained earnings/ (accumulated losses) $ $ Total $ 280,323,437 4,265,545 284,588,982 – – – 104,890,433 (4,311,885) (96,777,882) (19,124,245) 264,999,858 (7,457,594) (7,457,594) – – (7,457,594) (7,457,594) – 104,890,433 – – – (4,311,885) (96,777,882) (19,124,245) (3,192,049) 261,807,809 FUND (COMBINED COMPANY AND TRUST) Issued capital $ – – – – 302,139,612 (7,065,021) 295,074,591 Retained earnings $ – Total $ – 7,017,771 7,017,771 – – 7,017,771 7,017,771 – – 302,139,612 (7,065,021) 7,017,771 302,092,362 Issued capital Retained earnings/ (accumulated losses) $ $ Total $ 295,074,591 7,017,771 302,092,362 – – – (7,095,794) (7,095,794) – – (7,095,794) (7,095,794) – – – 204,952,295 (8,484,478) (19,124,245) (78,023) 472,340,140 Issue of securities Capitalised issue costs, net of income tax Distributions Balance at 31 December 2017 204,952,295 (8,484,478) (19,124,245) 472,418,163 12 6 The above statement of changes in equity should be read in conjunction with the accompanying notes 35 NEW ENERGY SOLARAnnual Report Statement Of Cash Flows FOR THE YE AR ENDED 31 DECEMBER 2017 NEW ENERGY SOLAR LIMITED (COMPANY) Notes 31-Dec-17 $ Cash flows from operating activities NEW ENERGY SOLAR LIMITED (COMPANY) 19-Nov-15 to 31-Dec-16 $ NEW ENERGY SOLAR FUND (TRUST) 31-Dec-17 $ NEW ENERGY SOLAR FUND (TRUST) 19-Nov-15 to 31-Dec-16 $ FUND (COMBINED COMPANY AND TRUST) FUND (COMBINED COMPANY AND TRUST) 31-Dec-17 $ 19-Nov-15 to 31-Dec-16 $ Interest income received Payments to suppliers Net cash flow from operating activities 39,040 130,097 11,821,761 1,364,256 11,860,801 1,494,353 (1,893,604) (211,192) (2,241,247) (1,757,672) (4,134,851) (1,968,864) 7 (1,854,564) (81,095) 9,580,514 (393,416) 7,725,950 (474,511) Cash flows from investing activities Payments for investments Loans to subsidiaries Payments for forward FX contracts losses Net cash inflow/ (outflow) from investing activities 9 (87,000,000) (110,710,102) – – (87,000,000) (110,710,102) – – – (75,599,634) (172,161,661) (75,599,634) (172,161,661) – (400,366) – (400,366) – (87,000,000) (110,710,102) (76,000,000) (172,161,661) (163,000,000) (282,871,763) Cash flows from financing activities Proceeds from issue of securities Payment of issue costs 6 6 100,061,862 15,106,981 104,890,433 287,032,631 204,952,295 302,139,612 (4,172,593) (355,827) (4,311,886) (6,709,194) (8,484,479) (7,065,021) The above statement of cash flows should be read in conjunction with the accompanying notes 36 NEW ENERGY SOLARAnnual Report NEW ENERGY SOLAR LIMITED (COMPANY) Notes 31-Dec-17 $ NEW ENERGY SOLAR LIMITED (COMPANY) 19-Nov-15 to 31-Dec-16 $ NEW ENERGY SOLAR FUND (TRUST) 31-Dec-17 $ NEW ENERGY SOLAR FUND (TRUST) 19-Nov-15 to 31-Dec-16 $ FUND (COMBINED COMPANY AND TRUST) FUND (COMBINED COMPANY AND TRUST) 31-Dec-17 $ 19-Nov-15 to 31-Dec-16 $ 6 96,777,882 – (96,777,882) – – – 9 (101,641,998) 101,641,998 101,641,998 (101,641,998) – – – (6,072,338) – (6,072,338) – – 91,025,153 116,393,152 99,370,325 178,681,439 190,395,478 295,074,591 2,170,589 5,601,955 32,950,839 6,126,362 35,121,428 11,728,317 5,938,759 – 1,286,068 – 7,224,827 – (4,236) 336,804 (215,457) (4,840,294) (219,693) (4,503,490) 7 8,105,112 5,938,759 34,021,450 1,286,068 42,126,562 7,224,827 Proceeds from/ (payment of) capital reallocation Proceeds/ (repayment) of loans from New Energy Solar Fund to New Energy Solar Limited Distributions paid Net cash flow from financing activities Net increase in cash and cash equivalents Cash at the beginning of the year Effect of exchange rate changes Cash and cash equivalents at the end of the year The above statement of cash flows should be read in conjunction with the accompanying notes 37 NEW ENERGY SOLARAnnual Report This page has intentionally been left blank. 38 NEW ENERGY SOLARAnnual Report Notes to the Financial Statements NC-31 Blocks 9 and 12 – February 2017 Stanford SGS at sunset – September 2017 39 Notes to the Financial Statements FOR THE YE AR ENDED 31 DECEMBER 2017 1. GENERAL INFORMATION The financial statements comprise: • New Energy Solar Limited (Company), a listed public company incorporated in Australia; • New Energy Solar Fund (Trust), a listed managed investment scheme registered and domiciled in Australia, with Walsh & Company Investments Limited acting as Responsible Entity; on a combined basis referred to as New Energy Solar (the Fund). One share in the Company and one unit in the Trust have been stapled together to form a listed single stapled security (Stapled Security). These securities are publicly traded on the Australian Securities Exchange Limited (ASX). The principal activity of the Company and the Trust is indirectly investing (via underlying investment entities) in large- scale solar plants that generate emissions-free power. BASIS OF PREPARATION The financial statements have been prepared on an accrual basis and are based on historical cost with the exception of financial assets held at fair value through profit or loss, which are measured at fair value. All amounts are presented in Australian dollars unless otherwise noted. STATEMENT OF COMPLIANCE The financial statements are general purpose financial statements which have been prepared in accordance with Australian Accounting Standards issued by the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. Compliance with Australian Accounting Standards ensures the financial statements and notes to the financial statements of the Company and the Trust comply with the International Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB). The financial statements were authorised for issue by the directors of the Company and the Responsible Entity of the Trust, Walsh & Company Investments Limited, on 28 February 2018. For the purposes of preparing the financial statements, the Company and the Trust are for-profit entities. The Company and the Trust have each applied ASIC Corporations (Stapled Group Reports) Instrument 2015/838 and therefore include the financial statements of the other entity in their financial report in adjacent columns to their own financial statements. The comparative period covers the period 19 November 2015 to 31 December 2016. 40 NEW ENERGY SOLARAnnual Report AMENDMENTS TO ACCOUNTING STANDARDS THAT ARE MANDATORILY EFFECTIVE FOR THE CURRENT YEAR The Company and the Trust have adopted all of the new and revised Standards and Interpretations issued by the AASB that are relevant to their operations and effective for an accounting period that begins on or after 1 January 2017. New and revised Standards and amendments thereof and Interpretations effective for the current year that are relevant to the Company and the Trust include: • AASB 1048 ‘Interpretation of Standards’ • AASB 2016-1 ‘Amendments to Australian Accounting Standards – Recognition of Deferred Tax Assets for Unrealised Losses’ • AASB 2016-2 ‘Amendments to Australian Accounting Standards – Disclosure Initiative: Amendments to AASB 107’ • AASB 2017-2 ‘Amendments to Australian Accounting Standards – Further Annual Improvements 2014-2016’ ACCOUNTING STANDARDS AND INTERPRETATIONS ISSUED BUT NOT YET EFFECTIVE At the date of authorisation of the financial statements, the Standards and Interpretations listed below were in issue but not yet effective. The potential impact of the new or revised Standards and Interpretations which will be applied in the financial year ending 31 December 2018 are not expected to be material. The potential impact of the new or revised Standards and Interpretations that will be effective for years ending on or after 31 December 2019 have not yet been determined. STANDARD/INTERPRETATION EFFECTIVE FOR ANNUAL REPORTING PERIODS BEGINNING ON OR AFTER EXPECTED TO BE INITIALLY APPLIED IN THE FINANCIAL YEAR ENDING AASB 15 ‘Revenue from Contracts with Customers’, AASB 1 January 2018 31 December 2018 2014-5 ‘Amendments to Australian Accounting Standards arising from AASB 15’, AASB 2015-8 ‘Amendments to Australian Accounting Standards – Effective Date of AASB 15’ and AASB 2016-3 ‘Amendments to Australian Accounting Standards – Clarifications to AASB 15’ AASB 16 ‘Leases’ 1 January 2019 31 December 2019 41 NEW ENERGY SOLARAnnual Report STANDARD/INTERPRETATION EFFECTIVE FOR ANNUAL REPORTING PERIODS BEGINNING ON OR AFTER EXPECTED TO BE INITIALLY APPLIED IN THE FINANCIAL YEAR ENDING AASB 2014-10 ‘Amendments to Australian Accounting 1 January 2022 31 December 2022 Standards – Sale or Contribution of Assets between an Investor and its Associate or Joint Venture’, AASB 2015-10 ‘Amendments to Australian Accounting Standards – Effective Date of Amendments to AASB 10 and AASB 128’ and AASB 2017-5 ‘Amendments to Australian Accounting Standards – Effective Date of Amendments to AASB 10 and AASB 128 and Editorial Corrections’ (Editorial corrections in AASB 2017-5 apply from 1 January 2018) AASB 2016-5 ‘Amendments to Australian Accounting 1 January 2018 31 December 2018 Standards – Classification and Measurement of Share-based Payment Transactions’ AASB 2017-1 ‘Amendments to Australian Accounting 1 January 2018 31 December 2018 Standards – Transfers of Investment Property, Annual Improvements 2014-2016 Cycle and Other Amendments’ AASB 2017-6 ‘Amendments to Australian Accounting 1 January 2019 31 December 2019 Standards – Prepayment Features with Negative Compensation’ AASB 2017-7 ‘Amendments to Australian Accounting 1 January 2019 31 December 2019 Standards – Long-term Interests in Associates and Joint Ventures (Amendments to IAS 28)’ Interpretation 22 ‘Foreign Currency Transactions and 1 January 2018 31 December 2018 Advance Consideration’ Interpretation 23 ‘Uncertainty over Income Tax Treatments’ 1 January 2019 31 December 2019 In addition, at the date of authorisation of the financial statements the following IASB Standards and IFRIC Interpretations were on issue but not yet effective, but for which Australian equivalent Standards and Interpretations have not yet been issued. STANDARD/INTERPRETATION EFFECTIVE FOR ANNUAL REPORTING PERIODS BEGINNING ON OR AFTER EXPECTED TO BE INITIALLY APPLIED IN THE FINANCIAL YEAR ENDING Annual Improvements to IFRS Standards 2015–2017 Cycle 1 January 2019 31 December 2019 42 NEW ENERGY SOLARAnnual Report 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The following accounting policies have been adopted in the preparation and presentation of the financial report. A) BA SIS FOR NON- CONSOLIDATION New Energy Solar (or the Fund) comprises New Energy Solar Limited (the Company) and New Energy Solar Fund (the Trust). The equity securities of the Company and the Trust are stapled and cannot be traded separately. The parent entity of the stapled group has been determined to be the Company. The Company holds investments, directly or indirectly, through subsidiaries or other underlying entities including the Trust which is considered to be a subsidiary of the Company under the accounting standards. The Company and the Trust are considered to meet the definition of an “Investment Entity” as described in AASB 10 ‘Consolidated Financial Statements’ (refer below). Under AASB 10 an Investment Entity is required to hold its subsidiaries at fair value through the profit and loss rather than consolidate them. Subsidiaries are entities over which control is exercised. Control exists when the entity is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. As noted above the Trust is considered to be a subsidiary of the Company under accounting standards and is therefore required to be recorded by the Company at its fair value. However, the fair value of the Company’s investment in the Trust as reflected in the Company’s financial statements is considered to be nil as a result of the Company holding no direct interest in this subsidiary. The Company financial statements therefore include all of its own direct and indirect interest in subsidiaries at fair value, but do not reflect any value attributable to the Trust except for loans made between the Company and the Trust. The financial statements of the Trust are shown separately under the heading “New Energy Solar Fund (Trust)”. As noted above because the Trust is considered to be an investment entity, its financial statements reflect its investment in its direct and indirect subsidiaries at fair value. The column headed “Fund” in the financial statements represents non-IFRS financial information (Fund financial statements) which has been included to reflect the combined financial statements of the Company and the Trust, together representing the Fund. The Fund financial statements have been prepared to reflect the stapled securityholders’ combined interest in the Company and the Trust by aggregating the Company and the Trust financial information after eliminating transactions and balances between the Company and the Trust. The accounting policies adopted in the preparation of the Fund financial statements is consistent with that adopted in respect of the Company and the Trust financial statements. Investment Entity Classification Under the definition of an Investment Entity, as set out in AASB 10, an entity must satisfy all of the following three tests: • obtains funds from one or more investors for the purpose of providing those investors with investment management services; and • commits to its investors that its business purpose is to invest funds solely for returns from capital appreciation, investment income, or both; and • measures and evaluates the performance of substantially all of its investments on a fair value basis. 43 NEW ENERGY SOLARAnnual Report The Company and the Trust satisfy the above three tests in consideration of the following factors: • the Company and the Trust have multiple investors, having obtained funds from a diverse group of securityholders that would not otherwise have access individually to invest in renewable power generation assets; • the business purpose of the Company and the Trust, is to invest funds for investment income and potential capital growth. The intended underlying assets, including those held directly or indirectly by the Company and the Trust, will have limited operational lives and therefore minimal residual value and so will not be expected to be held indefinitely; and • the Company and Trust measure and evaluate performance of their existing and intended future underlying investments on a fair value basis which is most relevant for its securityholders. The directors have also assessed that the Company meets the typical characteristics of an Investment Entity described in AASB 10 in that: • it is a separate legal entity; • ownership interests in the entity are held by a wide pool of investors who are not related parties; and • through its subsidiary, New Energy Solar US Corp, it holds a portfolio of investments. In respect of the Trust, the directors have assessed that whilst the first two characterisitics above are met, since it presently does not hold any investments, it therefore does not meet all the typical characteristics described in the accounting standard. Notwithstanding this, the directors have concluded based on the structure and purpose of the stapled Trust, that it is appropriately classified as an Investment Entity in consideration of having the same investment business purpose consistent with that of the Company and it being in a relatively early stage of its investment cycle with asset acquisitions being actively sought. B) FUNCTIONAL AND PRESENTATION CURRENCY The functional and presentation currency of the Company and the Trust is Australian dollars. Transactions in foreign currencies are initially recorded in Australian dollars by applying the exchange rates at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies that are outstanding at the reporting date are retranslated at the rate of exchange at the Statement of Financial Position date. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not translated. C) FINANCIAL INS TRUMENTS Financial Instruments, incorporating financial assets and financial liabilities, are recognised when the Company and the Trust become a party to the contractual provisions of the instrument. The Company and the Trust have early adopted AASB 9 ‘Financial Instruments’ which was issued in December 2014. i. Financial assets Being “Investment Entities”, the financial assets of both the Company and the Trust are measured initially and on an ongoing basis at fair value through profit or loss. Financial assets of the Company and the Trust includes investments in subsidiaries and receivables. 44 NEW ENERGY SOLARAnnual Report ii. Financial liabilities Financial liabilities are classified as derivative and non-derivative instruments as appropriate. The Company and the Trust determines the classification of its financial liabilities at initial recognition. All financial liabilities are recognised initially at fair value. Non-derivative instruments are subsequently measured at amortised cost using the effective interest rate method. Derivative instruments are subsequently measured at fair value, with movements recorded through profit or loss. iii. Derecognition Financial assets are derecognised where the contractual rights to receipt of cash flows expire or the asset is transferred to another party whereby the entity no longer has any significant continuing involvement in the risks and benefits associated with the asset. Financial liabilities are derecognised where the related obligations are discharged or cancelled or expire. The difference between the carrying value of the financial liability extinguished or transferred to another party and the fair value of consideration paid, including the transfer of non-cash assets or liabilities assumed, is recognised in profit or loss. iv. Fair value Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants under current market conditions at the measurement date. The Responsible Entity of the Trust and the directors of the Company determine the fair value of subsidiary investments based on underlying assets information received from the Investment Manager. The Investment Manager’s assessment of fair value of underlying asset investments is determined in accordance with AASB 13 ‘Fair Value Measurement’, using discounted cash flow principles unless a more appropriate methodology is applied. The Investment Manager may at its discretion source independent valuers to undertake these valuations. D) IMPAIRMENT OF A SSE TS The directors of the Company and Responsible Entity assess at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, an estimate is made of the expected loss which is recognised in profit or loss. No impairment assessment is performed in respect of financial assets where fair value changes are recorded in profit or loss. E) CA SH AND CA SH EQUIVALENTS Cash and cash equivalents comprise cash at bank and in hand and short-term deposits with an original maturity of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. F) RECEIVABLES Receivables are financial assets with a contractual right to receive fixed or determinable payments. Receivables are recorded at fair value through profit or loss. 45 NEW ENERGY SOLARAnnual Report G) INTERES TS IN A SSOCIATES AND JOINT VENTURES An associate is an entity over which the Company or the Trust has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies. A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control. As permitted by AASB 128 ‘Investments in Associates and Joint Ventures’ the Company and the Trust have elected to measure investments in associates and joint ventures at fair value through profit or loss. H) TR ADE AND OTHER PAYABLES Trade and other payables are recognised when the Company and the Trust becomes obliged to make payments resulting from the purchase of goods or services. The balance is unsecured and is recognised as a current liability with the amount being normally paid within 30 days of the recognition of the liability. I) PROVISIONS Provisions are recognised when there is a present obligation (legal or constructive) as a result of a past event, it is probable an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. J) BORROWINGS Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition. Borrowings are classified as current liabilities unless there is an unconditional right to defer settlement of the liability for at least 12 months after the reporting date. K) TA XES i. Income tax Australian Trust Under current Australian income tax laws, the Responsible Entity (as trustee of the Trust) is not liable to pay income tax on the net (taxable) income of the Trust, provided the Trust is not a corporate unit trust or a public trading trust and its distributable income (taxable income) for each income year is fully distributed to securityholders, by way of cash or reinvestment. Australian Company Under current Australian income tax laws, the Company is liable to pay income tax at the prevailing corporate tax rate, currently 30%. 46 NEW ENERGY SOLARAnnual Report Deferred tax is accounted for using the balance sheet liability method. Temporary differences are differences between the tax base of an asset or liability and its carrying amount in the statement of financial position. The tax base of an asset or liability is the amount attributed to that asset or liability for tax purposes. In principle, deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised to the extent that it is probable that sufficient taxable amounts will be available against which deductible temporary differences or unused tax losses can be utilised. However, deferred tax assets and liabilities are not recognised if the temporary differences giving rise to them arise from the initial recognition of assets and liabilities (other than as a result of a business combination) which affects neither taxable income nor accounting profit. Furthermore, a deferred tax liability is not recognised in relation to taxable temporary differences arising from the initial recognition of goodwill. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period(s) when the asset and liability giving rise to them are realised or settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the reporting date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the company intends to settle its current tax assets and liabilities on a net basis. ii. Goods and Services Tax (GST) Revenues, expenses and assets are recognised net of the amount of GST, except to the extent the amount of GST incurred is not recoverable from the Australian Taxation Office. In these circumstances, the unrecoverable GST is recognised as part of the cost of acquisition of the asset or as part of an item of expense. Where fees are stated to be exclusive of GST and GST is payable on any fee, the fee will be increased by an amount equal to the GST payable. Cash flows are included in the Statement of Cash Flows on a gross basis, except for the GST component of cash flows arising from investing and financing activities which are disclosed as operating cash flows. The Trust qualifies for reduced input tax credits at a minimum rate of 55% as a recognised trust scheme under specific provisions in the GST legislation. L) RE VENUE RECOGNITION Revenue is recognised and measured at the fair value of the consideration received or receivable to the extent it is probable that the economic benefits will flow to the Company and the Trust and the revenue can be reliably measured. All revenue is stated net of goods and services tax (GST). i. Interest income Interest income is recognised in profit or loss using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset. ii. Dividend/distribution income Dividend/distribution income is recognised on the date that the Company and the Trust’s right to receive the dividend/ distribution is established. 47 NEW ENERGY SOLARAnnual Report M) E ARNINGS PER SECURIT Y Basic earnings per security is calculated by dividing the profit or loss attributable to securityholders by the weighted average number of securities outstanding during the financial year. Diluted earnings per security is the same as there are no potential dilutive ordinary securities as at reporting date. N) OPER ATING SEGMENTS The Company and the Trust currently operate in a single operating segment, being in the business of investing in solar asset plants. Presently these solar asset plants are owned in the United States of America. O) COMPAR ATIVES When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year. P) SHARE /UNIT CAPITAL i. Ordinary shares, units and options Ordinary shares, units and options are classified as equity. Issued capital is recognised at the fair value of consideration received by the Company and the Trust. Incremental costs directly attributable to the issue of ordinary shares/units are recognised as a deduction from equity. ii. Dividend/distribution to securityholders Dividends/distributions are recognised in the reporting period in which they are declared, determined, or publicly recommended by the board of the Company and/or the Responsible Entity. Q) CRITICAL ACCOUNTING ES TIMATES AND JUDGEMENTS In the application of the Company and the Trust’s accounting policies, management is required to make judgements, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. Estimates and judgements are continually evaluated and based on historic experience and other factors believed to be reasonable under the circumstances. Investment entity classification The directors have assessed that both the Company and the Trust continue to meet the definition of an Investment Entity. This assessment includes judgement of the factors supporting Investment Entity classification as set out in note 2(a). 48 NEW ENERGY SOLARAnnual Report Fair value recognition As the definition of an ‘Investment Entity’ under AASB 10 is met, the Company and the Trust account for their subsidiaries at fair value through profit or loss, rather than consolidating them. In performing this fair value assessment underlying investment assets are therefore measured at fair value for financial reporting purposes. Once an underlying asset held by a subsidiary has been owned for a period of no more than twelve months, the Board and the Responsible Entity will appoint the Investment Manager to produce investment valuations on an appropriate basis. Such valuations will be performed at least annually thereafter. The valuation of solar asset investments are based on discounted cash flow models which are subject to key estimates and assumptions relating to weighted average cost of capital, electricity prices, electricity production and operating expenses. The valuations include unobservable inputs and will therefore be categorised as Level 3 investments. The Investment Manager may at its discretion source independent valuers to undertake these valuations. Refer note 9 and note 15 for further information relating to fair value assessments. 3. FINANCE INCOME NEW ENERGY SOLAR LIMITED (COMPANY) NEW ENERGY SOLAR LIMITED (COMPANY) 19-Nov-15 to NEW ENERGY SOLAR FUND (TRUST) NEW ENERGY SOLAR FUND (TRUST) 19-Nov-15 to FUND (COMBINED COMPANY AND TRUST) FUND (COMBINED COMPANY AND TRUST) 19-Nov-15 to 31-Dec-17 $ 31-Dec-16 $ 31-Dec-17 $ 31-Dec-16 $ 31-Dec-17 $ 31-Dec-16 $ 31,841 137,295 29,205 1,372,900 61,046 1,510,195 – – 10,586,654 2,096,424 10,586,654 2,096,424 31,841 137,295 10,615,859 3,469,324 10,647,700 3,606,619 Interest income on cash at bank Interest income on loan to New Energy Solar US Corp (subsidiary of the Company) 49 NEW ENERGY SOLARAnnual Report 4. INCOME TAX EXPENSE NEW ENERGY SOLAR LIMITED (COMPANY) NEW ENERGY SOLAR LIMITED (COMPANY) NEW ENERGY SOLAR FUND (TRUST) NEW ENERGY SOLAR FUND (TRUST) FUND (COMBINED COMPANY AND TRUST) FUND (COMBINED COMPANY AND TRUST) 19-Nov-15 to 19-Nov-15 to 19-Nov-15 to 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 $ – – $ 85,643 85,643 $ – – $ – – $ – – $ 85,643 85,643 Income tax expense Current tax Aggregate income tax expense Numerical reconciliation of income tax expense and tax at the statutory rate Profit before income tax expense Tax at the statutory Australian 361,800 2,837,869 (7,457,594) 4,265,545 (7,095,794) 7,103,414 tax rate (Trust income tax at 0%) 108,540 851,361 – – 108,540 851,361 Tax effect amounts which are not deductible/(taxable) in calculating taxable income: Fair value gains not assessable (456,331) (793,037) Non-deductible expenses 38,569 36,729 Deferred tax asset not recognised Income tax expense 309,222 (9,410) – 85,643 – – – – – – – – (456,331) (793,037) 38,569 36,729 309,222 (9,410) – 85,643 Deferred tax assets not recognised at balance date comprises: 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 Tax losses (revenue) 309,222 $ $ – Deductible temporary differences Total 652,861 43,834 962,083 43,834 $ – – – $ – – – $ 309,222 $ – 652,861 43,834 962,083 43,834 50 NEW ENERGY SOLARAnnual Report 5. EARNINGS PER SECURITY (i) Calculated earnings per security NEW ENERGY SOLAR LIMITED (COMPANY) NEW ENERGY SOLAR LIMITED (COMPANY) NEW ENERGY SOLAR FUND (TRUST) NEW ENERGY SOLAR FUND (TRUST) FUND (COMBINED COMPANY AND TRUST) FUND (COMBINED COMPANY AND TRUST) 19-Nov-15 to 19-Nov-15 to 19-Nov-15 to 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 cents cents cents cents cents cents Basic and diluted earnings/ (loss) per security 0.18 2.74 (3.71) 4.24 (3.53) 6.98 (ii) Earnings used to calculate basic and diluted earnings per security $ $ $ $ $ $ Profit/(loss) from continued operations used to calculate basic and diluted earnings/ (loss) per security 361,800 2,752,226 (7,457,594) 4,265,545 (7,095,794) 7,017,771 (iii) Weighted average number of securities No. No. No. No. No. No. Weighted average number of securities outstanding used to calculate basic earnings per security 200,796,527 100,514,417 200,796,527 100,514,417 200,796,527 100,514,417 Effect of dilution * – – – – – – Weighted average number of securities outstanding used to calculate diluted earnings per security 200,796,527 100,514,417 200,796,527 100,514,417 200,796,527 100,514,417 There are no transactions that would significantly change the number of securities at the end of the reporting period. * Outstanding options are “out of the money” (option exercise price exceeds security price) at balance date and therefore have no dilutionary impact on diluted earnings per security. 51 NEW ENERGY SOLARAnnual Report 6. EQUITY – ISSUED CAPITAL (i) Movements in issued capital NEW ENERGY SOLAR LIMITED (COMPANY) NEW ENERGY SOLAR LIMITED (COMPANY) NEW ENERGY SOLAR FUND (TRUST) NEW ENERGY SOLAR FUND (TRUST) FUND (COMBINED COMPANY AND TRUST) FUND (COMBINED COMPANY AND TRUST) 19-Nov-15 19-Nov-15 19-Nov-15 to 31-Dec-17 to 31-Dec-16 31-Dec-17 to 31-Dec-16 31-Dec-17 31-Dec-16 Balance at beginning of year 14,751,154 – 280,323,437 – 295,074,591 $ $ $ $ $ $ – Issue of securities – January 2016 Issue of securities – December 2016 Capital reallocation – June 2017 Issue of securities – August 2017 Issue of securities – December 2017 Less: Issue costs – 8,951,293 – 170,074,565 – 179,025,858 – 6,155,688 – 116,958,066 – 123,113,753 96,777,882 – (96,777,882) – – 1,065,106 – 1,852,993 – 2,918,099 98,996,756 – 103,037,440 – 202,034,196 – – – (4,172,593) (355,827) (4,311,885) (6,709,194) (8,484,478) (7,065,021) Distributions – June 2017 Distributions – December 2017 – – – (6,072,338) – (6,072,338) – (13,051,907) – (13,051,907) – – Balance as the end of year 207,418,305 14,751,154 264,999,858 280,323,437 472,418,163 295,074,591 (ii) Movements in stapled securities Balance at beginning of year 189,760,552 – 189,760,552 – 189,760,552 No. No. No. No. No. No. – Issue of securities – January 2016 Issue of securities – December 2016 Issue of securities – August 2017 Issue of securities – December 2017 – 113,764,408 – 113,764,408 – 113,764,408 – 75,996,144 – 75,996,144 – 75,996,144 1,847,668 – 1,847,668 – 1,847,668 134,689,464 – 134,689,464 – 134,689,464 – – Balance as the end of year 326,297,684 189,760,552 326,297,684 189,760,552 326,297,684 189,760,552 52 NEW ENERGY SOLARAnnual Report All issued stapled securities are fully paid. The holders of stapled share/unit securities are entitled to one vote per security at meetings of the Company and the Trust and are entitled to receive dividends/distributions declared from time to time by the Company and the Trust. During the year, 67,344,732 Class A Options and 67,344,732 Class B Options were issued over stapled securities in the Fund for nil consideration in conjunction with the December 2017 security issue. At year end, 67,344,732 Class A Options and 67,344,732 Class B Options were outstanding. The Class A Options are exercisable at $1.55 per security during a 20 business day period ending at 5.00pm (AEDT) on 8 February 2019. The Class B Options are exercisable at $1.60 per security during a 20 business day period ending at 5.00pm (AEDT) on 8 August 2019. 7. CURRENT ASSETS – CASH AND CASH EQUIVALENTS For the purposes of the statement of cash flows, cash and cash equivalents include cash on hand and in banks. Cash and cash equivalents at the end of the reporting period as shown in the statement of cash flows can be reconciled to the related items in the statement of financial position as follows: NEW ENERGY SOLAR LIMITED (COMPANY) NEW ENERGY SOLAR LIMITED (COMPANY) NEW ENERGY SOLAR FUND (TRUST) NEW ENERGY SOLAR FUND (TRUST) FUND (COMBINED COMPANY AND TRUST) FUND (COMBINED COMPANY AND TRUST) 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 $ $ $ $ $ $ Cash and bank balances 8,105,112 5,938,759 34,021,450 1,286,068 42,126,562 7,224,827 53 NEW ENERGY SOLARAnnual Report Reconciliation of profit/(loss) after income tax to net cash used in operating activities: NEW ENERGY SOLAR LIMITED (COMPANY) NEW ENERGY SOLAR LIMITED (COMPANY) NEW ENERGY SOLAR FUND (TRUST) NEW ENERGY SOLAR FUND (TRUST) FUND (COMBINED COMPANY AND TRUST) FUND (COMBINED COMPANY AND TRUST) 19-Nov-15 to 19-Nov-15 to 19-Nov-15 to 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 $ $ $ $ $ $ Profit/(loss) after income tax expense for the year 361,800 2,752,226 (7,457,594) 4,265,545 (7,095,794) 7,017,771 Adjustments for: Fair value movement of financial assets at fair value through profit or loss (1,521,102) (2,643,456) 15,403,191 (7,473,580) 13,882,089 (10,117,036) Net foreign exchange gains 4,236 (336,804) 615,824 4,840,294 620,060 4,503,490 Change in operating assets and liabilities: Decrease/(Increase) in receivables 1,768,465 (2,568,543) 1,164,282 (2,395,197) 2,932,747 (4,963,740) Increase/(decrease) in payables (2,467,963) 2,629,839 (145,189) 369,522 (2,613,152) 2,999,361 Increase in provision for income tax Net cash flow from operating activities – 85,643 – – – 85,643 (1,854,564) (81,095) 9,580,514 (393,416) 7,725,950 (474,511) Reconciliation of liabilities arising from financing activities: COMPANY Loan payable 1-JAN-17 $ FINANCING CASH FLOWS $ 101,641,998 (101,641,998) 101,641,998 (101,641,998) 31-DEC-17 $ – – There were no liabilities arising from financing activities in relation to the Trust. 54 NEW ENERGY SOLARAnnual Report 8. CURRENT ASSETS – TRADE AND OTHER RECEIVABLES NEW ENERGY SOLAR LIMITED (COMPANY) NEW ENERGY SOLAR LIMITED (COMPANY) NEW ENERGY SOLAR FUND (TRUST) NEW ENERGY SOLAR FUND (TRUST) FUND (COMBINED COMPANY AND TRUST) FUND (COMBINED COMPANY AND TRUST) 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 Interest receivable – New Energy Solar US Corp $ – $ $ $ $ $ 7,199 833,753 2,183,457 833,753 2,190,656 GST receivable 301,851 22,498 397,163 211,740 699,014 234,238 Other receivables – subsidiary entity, New Energy Solar US Corp 498,227 2,538,846 – – 498,227 2,538,846 800,078 2,568,543 1,230,916 2,395,197 2,030,994 4,963,740 There are no balances included in receivables that contain assets that are impaired. The receivables are recorded at carrying amounts that are reasonable approximations of fair value. 9. NON-CURRENT ASSETS – FINANCIAL ASSETS HELD AT FAIR VALUE THROUGH PROFIT OR LOSS The Fund owns its existing underlying solar asset portfolio through the Company’s immediate subsidiary company, New Energy Solar US Corp. The Fund’s investment in New Energy Solar US Corp consists of equity provided by the Company and debt provided by the Trust. As an ‘Investment Entity’ the Company records its equity investment in New Energy Solar US Corp at fair value, which comprises the assessed fair value of the underlying solar asset portfolio and the residual net assets of the company and its controlled entities. Similarly, the Trust as an ‘investment entity’ records its loan receivable at fair value. At 31 December the fair value of the Company and Trust’s combined total investment in New Energy Solar US Corp and its controlled entities comprises the following: NEW ENERGY SOLAR LIMITED (COMPANY) NEW ENERGY SOLAR LIMITED (COMPANY) NEW ENERGY SOLAR FUND (TRUST) NEW ENERGY SOLAR FUND (TRUST) FUND (COMBINED COMPANY AND TRUST) FUND (COMBINED COMPANY AND TRUST) 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 Investment in New – Equity 201,874,660 113,353,558 $ $ $ – $ $ $ – 201,874,660 113,353,558 Energy Solar US Corp – Loans – – 239,831,684 179,635,241 239,831,684 179,635,241 201,874,660 113,353,558 239,831,684 179,635,241 441,706,344 292,988,799 55 NEW ENERGY SOLARAnnual Report Also at 31 December, the New Energy Solar Fund loan receivable from New Energy Solar Limited was as follows: NEW ENERGY SOLAR LIMITED (COMPANY) NEW ENERGY SOLAR LIMITED (COMPANY) NEW ENERGY SOLAR FUND (TRUST) NEW ENERGY SOLAR FUND (TRUST) FUND (COMBINED COMPANY AND TRUST) FUND (COMBINED COMPANY AND TRUST) 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 $ – $ – $ $ – 101,641,998 $ – $ – Loan receivable from New Energy Solar Limited (i) Total financial assets held at fair value through profit or loss 201,874,660 113,353,558 239,831,684 281,277,239 441,706,344 292,988,799 (i) As at 31 December 2017, New Energy Solar Limited has fully repaid amounts advanced to it by New Energy Solar Fund under the loan agreement (effective 5 July 2016) that was entered into to advance loans to each other from time to time. Any advances under this loan agreement were unsecured non-interest bearing and were repayable no later than 10 years from the commencement of the loan agreement but were immediately callable by the lending party. The investment in New Energy Solar US Corp comprises on a “look-through” basis the following: NEW ENERGY SOLAR LIMITED (COMPANY) NEW ENERGY SOLAR LIMITED (COMPANY) NEW ENERGY SOLAR FUND (TRUST) NEW ENERGY SOLAR FUND (TRUST) FUND (COMBINED COMPANY AND TRUST) FUND (COMBINED COMPANY AND TRUST) 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 $ $ 302,733,158 176,531,447 216,994,573 1,054,462 22,303,041 – $ – – – $ $ $ – 302,733,158 176,531,447 – 216,994,573 1,054,462 – 22,303,041 – – 123,395,278 – – – 123,395,278 Fair value of underlying solar asset interests held (i) Cash or cash equivalents Construction loans to underlying solar projects (ii) Funds held in an escrow account to settle the NC-31 and NC-47 solar asset projects (settlement expected first half 2017) 56 NEW ENERGY SOLARAnnual Report NEW ENERGY SOLAR LIMITED (COMPANY) NEW ENERGY SOLAR LIMITED (COMPANY) NEW ENERGY SOLAR FUND (TRUST) NEW ENERGY SOLAR FUND (TRUST) FUND (COMBINED COMPANY AND TRUST) FUND (COMBINED COMPANY AND TRUST) 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 $ $ – 19,712,290 $ – $ – $ $ – 19,712,290 (239,831,684) (179,635,241) 239,831,684 179,635,241 – – (105,652,439) (23,924,117) – – (105,652,439) (23,924,117) 5,328,011 201,874,660 (3,780,561) 113,353,558 – 239,831,684 – 179,635,241 5,328,011 441,706,344 (3,780,561) 292,988,799 Fund on deposit as security for guarantees Loan funding provided by New Energy Solar Fund to New Energy Solar US Corp (iii) 3rd party loan funding provided (iv) Other net assets/liabilities (i) The balance recorded at 31 December 2017 relates to the company’s interest in the NC-31, NC-47, Stanford and TID operating solar asset plants. The fair value of these assets is based on a discounted cash flow valuation as further described in note 15. (ii) This balance represents loans provided in connection with the five solar asset plants acquired from Cypress Creek which are under construction. The loans are interest bearing and provided on commercial terms and are repayable at the earlier of the occurrence of specific construction milestones or pre-defined maturity dates. (iii) As at 31 December 2017, Note Purchase Agreements with New Energy Solar US Corp that New Energy Solar Fund invested into in the order of US$129,481,082 (effective 9 December 2016) and US$57,803,480 (effective 15 December 2017) has been converted to Australian dollars at the prevailing A$:US$ spot rate of 0.7809 (31 December 2016 spot rate 0.7208). The loans to New Energy Solar US Corp have a 7 year loan term and a fixed interest rate of 6%. These loans are unsecured. Their carrying value is considered to represent their fair value at balance date. (iv) In August 2017 NES US Funding 1 LLC, a wholly owned subsidiary of the company, entered into a US$20.0 million term credit facility with KeyBank National Association. As at 31 December 2017, this facility was full drawn to US$20.0 million. The loan matures on 23 August 2018. As part of the financing agreement, KeyBank National Association hold a charge over the NC-31 and NC-47 solar plant assets. In October 2017 NES Antares HoldCo LLC, a wholly owned subsidiary of the company, issued senior secured fixed rate notes for a total value of US$62.5million to notes purchasers via the United States private placement market. The notes are amortising over 24 years maturing 30 September 2041. As part of the note purchase agreements, the noteholders hold a charge over the Stanford SGS and TID SGS assets. 57 NEW ENERGY SOLARAnnual Report In addition to the above, during the year KeyBank National Association has also provided Letter of Credit facilities to both NES US Funding 1 LLC and NES Antares HoldCo LLC to the value of US$4.8 million and US$21.5 million expiring on 5 June 2027. As at 31 December 2017, these Letter of Credit facilities were drawn to US$2.5 million and US$19.6 million respectively. Movement in the equity and debt investments associated with the Company and the Trust’s investment in New Energy Solar US Corp during the year were as follows: NEW ENERGY SOLAR LIMITED (COMPANY) NEW ENERGY SOLAR LIMITED (COMPANY) NEW ENERGY SOLAR FUND (TRUST) NEW ENERGY SOLAR FUND (TRUST) FUND (COMBINED COMPANY AND TRUST) FUND (COMBINED COMPANY AND TRUST) 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 $ $ $ $ $ $ Investment in financial assets held at fair value through profit or loss opening balance 113,353,558 – 179,635,241 – 292,988,799 – Total funds invested during the year in New Energy Solar US Corp 87,000,000 110,710,102 75,599,634 172,161,662 162,599,634 282,871,764 Unrealised movement in fair value through profit or loss (i) (ii) 1,521,102 2,643,456 (15,403,191) 7,473,580 (13,882,089) 10,117,035 Investment in financial assets held at fair value through profit or loss closing balance 201,874,660 113,353,558 239,831,684 179,635,241 441,706,344 292,988,799 (i) The Company’s ‘movement in fair value’ amount of $1,521,102 is comprised of a $13,104,908 increase in New Energy Solar US Corp net asset value offset by an unrealised foreign exchange translation loss component of $11,583,806. The net asset value increase is mainly associated with a fair value increase of solar assets, driven mainly by the favourable impact of the reduction of US federal corporate tax rates 35% to 21%, offset by interest expense incurred on loans provided by New Energy Solar Fund to New Energy Solar US Corp and loans provided by third parties to subsidiaries of the company, and other sundry operating expenses of the company and its subsidiaries. 58 NEW ENERGY SOLARAnnual Report (ii) The Trust’s ‘movement in fair value’ amount of $(15,403,191) is comprised of foreign exchange losses during the year in relation to the US dollar denominated loan provided by the Trust to New Energy Solar US Corp. As at 31 December 2017, the value of Note Purchase Agreements with New Energy Solar US Corp that New Energy Solar Fund invested into in the order of US$129,481,082 (effective 9 December 2016) and US$57,803,480 (effective 15 December 2017) have been converted to Australian dollars at the prevailing A$:US$ spot rate of 0.7809 (31 December 2016 spot rate 0.7208). The loans to New Energy Solar US Corp have a 7 year loan term and a fixed interest rate of 6% and are unsecured. Based on an assessment at balance date, the loan carrying value is considered to materially represent its fair value at balance date. 10. CURRENT LIABILITIES – TRADE AND OTHER PAYABLES NEW ENERGY SOLAR LIMITED (COMPANY) NEW ENERGY SOLAR LIMITED (COMPANY) NEW ENERGY SOLAR FUND (TRUST) NEW ENERGY SOLAR FUND (TRUST) FUND (COMBINED COMPANY AND TRUST) FUND (COMBINED COMPANY AND TRUST) 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 $ $ $ $ $ $ Trade payables 15,111 1,201 22,014 14,637 37,125 15,838 Accrued liabilities 136,115 2,628,638 197,856 354,885 333,971 2,983,523 Other liabilities 10,650 – 4,464 – 15,114 – 161,876 2,629,839 224,334 369,522 386,210 2,999,361 The average credit period for trade payables is generally 30 days. No interest is charged on trade payables from the date of invoice. The Company and the Trust have risk management policies to ensure payables are paid within credit terms. 11. CURRENT LIABILITIES – LOANS PAYABLE NEW ENERGY SOLAR LIMITED (COMPANY) NEW ENERGY SOLAR LIMITED (COMPANY) NEW ENERGY SOLAR FUND (TRUST) NEW ENERGY SOLAR FUND (TRUST) FUND (COMBINED COMPANY AND TRUST) FUND (COMBINED COMPANY AND TRUST) 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 Loan payable to New Energy Solar Fund $ $ – 101,641,998 $ – $ – $ – $ – The loan payable relates to the loan agreement between New Energy Solar Fund and New Energy Solar Limited. Refer to note 9 for details. 59 NEW ENERGY SOLARAnnual Report 12. DISTRIBUTIONS Distributions paid or declared to securityholders during or since the end of the year were as follows: • 3.2 cents per stapled security for the six months ended 30 June 2017 paid on 15 August 2017 amounting to $6,072,338; and • 4.0 cents per stapled security for the six months ended 31 December 2017 announced on 21 December 2017, paid on 15 February 2018 amounting to $13,051,907. 13. OPERATING SEGMENTS The Company and the Trust currently operate solely in a single segment being investing in solar assets. Presently, all solar assets are in the United States of America. Revenue, profit/(loss), net assets and other financial information reported to and monitored by the Chief Operating Decision Maker (CODM) for the single identified operating segment are the amounts reflected in the Statement of Profit & Loss and Other Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and Statement of Cash Flows. The board of directors of the Company and the Responsible Entity of the Trust, together are considered to represent the CODM for the purposes of assessing performance and determining the allocation of resources. 14. FINANCIAL INSTRUMENTS CAPITAL MANAGEMENT The Company and the Trust manage their capital to ensure that they will be able to continue as going concerns, while maximising the return to securityholders. The Company and the Trust’s principal use of cash raised is to fund investments as well as ongoing operational expenses. The directors monitor and review the broad structure of the Company and the Trust’s capital on an ongoing basis. At balance date, the capital structure consists of equity only. There are no externally imposed capital requirements. FINANCIAL RISK MANAGEMENT OBJECTIVES The Company and the Trust are exposed to the following risks from its use of financial instruments: • market risk (market price risk, foreign exchange risk and interest rate risk); • credit risk; and • liquidity risk. The directors of the Company and the Responsible Entity of the Trust have overall responsibility for the establishment and oversight of the risk management framework, including developing and monitoring risk management policies. A) MARKE T RISK Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices, such as foreign exchange rates, interest rates and equity prices. The Company and the Trust are primarily exposed to market risks arising from fluctuations in market prices, foreign currency and interest rates. Refer to note 15 for further details of market price risk relating to the Company’s investment portfolio. 60 NEW ENERGY SOLARAnnual Report The objective of market risk management is to manage and control market risk exposures within acceptable parameters while optimising the return. Foreign exchange risk Foreign exchange risk arises on financial instruments that are denominated in a foreign currency. Foreign exchange rate movements will impact on the Australian dollar value of the Company’s and the Trust’s financial assets and liabilities denominated in a currency that is not the Company’s or Trust’s functional currency. The Company and the Trust are exposed to US$ foreign exchange risk through their US$ denominated cash and receivable balances, their investment activities and income derived from these activities. The table below details the carrying amounts of the Company’s and the Trust’s foreign currency denominated assets and liabilities (US$) at the reporting date that are denominated in a currency different to the functional currency. This represents the Australian dollar exposure, converted at an exchange rate of 0.7809 (31 December 2016 rate 0.7208). 31 DECEMBER 2017 Cash and cash equivalents Financial assets (equity investments) Financial assets (loan receivables) Financial assets (other receivables) 31 DECEMBER 2016 Cash and cash equivalents Financial assets (equity investments) Financial assets (loan receivables) Financial assets (other receivables) NEW ENERGY SOLAR LIMITED (COMPANY) NEW ENERGY SOLAR FUND (TRUST) FUND (COMBINED COMPANY AND TRUST) 31-Dec-17 31-Dec-17 31-Dec-17 $ $ $ 110 11,569,618 11,569,728 201,874,660 – 201,874,660 – – 239,831,684 239,831,684 833,753 833,753 201,874,770 252,235,055 454,109,825 NEW ENERGY SOLAR LIMITED (COMPANY) NEW ENERGY SOLAR FUND (TRUST) FUND (COMBINED COMPANY AND TRUST) 31-Dec-16 31-Dec-16 31-Dec-16 $ 481 $ 501 $ 982 113,353,558 – 113,353,558 – 179,635,241 179,635,241 – 2,174,813 2,174,813 113,354,039 181,810,555 295,164,594 61 NEW ENERGY SOLARAnnual Report Sensitivity Analysis The effect of the foreign exchange risk relating to equity investments (investment in New Energy Solar US Corp) is recorded in profit or loss as part of the overall fair value movement in the financial asset (refer to note 9). The effect of foreign exchange risk relating to cash and cash equivalents, loans receivable and other receivables is recorded in profit or loss as a foreign exchange gain or loss. The Company and the Trust considers a 5% movement in the A$ against US$ as at 31 December 2017 to be a reasonable possibility at the end of the reporting period. The impact of the strengthening and weakening of A$ against US$ in profit or loss is shown by the amounts below as it relates to cash and cash equivalents, equity investments, debt investments and other receivables. This analysis assumes that all other variables remain constant. NEW ENERGY SOLAR LIMITED (COMPANY) NEW ENERGY SOLAR FUND (TRUST) FUND (COMBINED COMPANY AND TRUST) Effect Effect Effect on profit on profit on profit before tax before tax before tax $ (5) $ $ (550,934) (550,939) (9,613,079) – (9,613,079) – – (11,420,556) (11,420,556) (39,703) (39,703) (9,613,084) (12,011,193) (21,624,277) Effect Effect Effect on profit on profit on profit before tax before tax before tax $ 6 $ $ 608,927 608,933 10,624,982 – 10,624,982 – – 12,622,720 12,622,720 43,882 43,882 10,624,988 13,275,529 23,900,517 31 DECEMBER 2017 A$ strengthened +5% Cash and cash equivalents Financial assets (equity investments) Financial assets (loan receivables) Financial assets (other receivables) A$ weakened –5% Cash and cash equivalents Financial assets (equity investments) Financial assets (loan receivables) Financial assets (other receivables) 62 NEW ENERGY SOLARAnnual Report 31 DECEMBER 2016 A$ strengthened +5% Cash and cash equivalents Financial assets (equity investments) Financial assets (loan receivables) Financial assets (other receivables) A$ weakened –5% Cash and cash equivalents Financial assets (equity investments) Financial assets (loan receivables) Financial assets (other receivables) NEW ENERGY SOLAR LIMITED (COMPANY) NEW ENERGY SOLAR FUND (TRUST) FUND (COMBINED COMPANY AND TRUST) Effect Effect Effect on profit on profit on profit before tax before tax before tax $ (23) $ (24) $ (47) (5,397,788) – (5,397,788) – – (8,554,059) (8,554,059) (103,563) (103,563) (5,397,811) (8,657,646) (14,055,457) Effect Effect Effect on profit on profit on profit before tax before tax before tax $ 25 5,965,977 $ 26 – $ 51 5,965,977 – – 9,454,486 9,454,486 114,464 114,464 5,966,002 9,568,976 15,534,978 In managements opinion the above sensitivity analysis is not representative of the inherent foreign exchange risk, as the year end exposure does not necessarily reflect the exposure during the course of the entire year. Interest rate risk Interest rate risk is the risk that cash flows associated with financial instruments will fluctuate due to changes in market interest rates. The Company and the Trust are directly exposed to interest rate risk on their variable rate bank deposits and currently do not hedge against this exposure. The Trust does not bear interest rate risk on its loan funding provided to New Energy Solar US Corp as the loan interest rate is fixed for the duration of the loan facility. 63 NEW ENERGY SOLARAnnual Report Sensitivity analysis The Company and the Trust consider a 50 basis point increase or decrease to be a reasonably possible change in interest rates. The impact of a 50 basis point movement in interest rates on profit or loss and equity is shown in the table below. 31 DECEMBER 2017 Variable rate deposits Variable rate deposits 31 DECEMBER 2016 +50 basis points –50 basis points Variable rate deposits Variable rate deposits B) CREDIT RISK +50 basis points –50 basis points NEW ENERGY SOLAR LIMITED (COMPANY) NEW ENERGY SOLAR FUND (TRUST) FUND (COMBINED COMPANY AND TRUST) Effect Effect Effect on profit on profit on profit before tax before tax before tax $ $ $ 40,526 170,107 210,633 (40,526) (170,107) (210,633) NEW ENERGY SOLAR LIMITED (COMPANY) NEW ENERGY SOLAR FUND (TRUST) FUND (COMBINED COMPANY AND TRUST) Effect Effect Effect on profit on profit on profit before tax before tax before tax $ 29,694 (29,694) $ 6,430 (6,430) $ 36,124 (36,124) Credit risk is the risk that contracting parties to a financial instrument will cause a financial loss for the Company or the Trust by failing to discharge an obligation. The Company and the Trust manage credit risk by ensuring deposits are made with reputable financial institutions. The majority of funds of the Company and the Trust at reporting date were deposited with Australia and New Zealand Banking Group Limited and Macquarie Bank Limited (Australia). 64 NEW ENERGY SOLARAnnual Report The carrying amount of financial assets that represents the maximum credit risk exposure at the reporting date are detailed below: 31 DECEMBER 2017 Summary of exposure Cash and cash equivalents Loans receivable * Interest receivable GST receivable Other receivables – related party 31 DECEMBER 2016 Summary of exposure Cash and cash equivalents Loans receivable * Interest receivable GST receivable Other receivables – related party NEW ENERGY SOLAR LIMITED (COMPANY) NEW ENERGY SOLAR FUND (TRUST) FUND (COMBINED COMPANY AND TRUST) 31-Dec-17 31-Dec-17 31-Dec-17 $ $ $ 8,105,112 34,021,450 42,126,562 – – 239,831,684 239,831,684 833,753 833,753 301,851 397,163 699,014 498,227 – 498,227 8,905,190 275,084,050 283,989,240 NEW ENERGY SOLAR LIMITED (COMPANY) NEW ENERGY SOLAR FUND (TRUST) FUND (COMBINED COMPANY AND TRUST) 31-Dec-16 31-Dec-16 31-Dec-16 $ $ $ 5,938,759 1,286,068 7,224,827 – 281,277,239 179,635,241 7,199 2,183,457 2,190,656 22,498 211,740 234,238 2,538,846 – 2,538,846 8,507,302 284,958,504 191,823,808 * Loans receivable represent loans to New Energy Solar Limited (2016 only) and to New Energy Solar US Corp. C) LIQUIDIT Y RISK Liquidity risk is the risk that the Company or the Trust will encounter difficulty in meeting the obligations associated with their financial liabilities that are settled by delivering cash or another financial asset. The Company’s and the Trust’s approach to managing liquidity is to ensure, as far as possible, that they will always have sufficient liquidity to meet their liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s and the Trust’s reputation. The Company’s and the Trust’s liquidity primarily comprises cash at bank totaling $8,105,112 and $34,021,450 respectively at 31 December 2017 ($5,938,759 and $1,286,068 respectively at 31 December 2016) which is held to cover their day-to-day running costs and expenditures. 65 NEW ENERGY SOLARAnnual Report The following is the contractual maturity of financial liabilities. The table has been drawn based on the undiscounted cash flows of liabilities based on the earliest date on which the Company and the Trust can be required to settle the liability. 31 DECEMBER 2017 NEW ENERGY SOLAR LIMITED (COMPANY) Trade and other payables NEW ENERGY SOLAR FUND (TRUST) Trade and other payables FUND (COMBINED COMPANY AND TRUST) Trade and other payables 31 DECEMBER 2016 NEW ENERGY SOLAR LIMITED (COMPANY) Trade and other payables Loans payable NEW ENERGY SOLAR FUND (TRUST) Trade and other payables FUND (COMBINED COMPANY AND TRUST) Trade and other payables Less than Remaining On call 12 months contractual maturities $ – $ 161,876 Less than $ – Remaining On call 12 months contractual maturities $ – $ 224,334 Less than $ – Remaining On call 12 months contractual maturities $ – $ 386,210 $ – Less than Remaining On call 12 months contractual maturities $ – 101,641,998 $ 2,629,839 – $ – – Less than Remaining On call 12 months contractual maturities $ – $ 369,522 Less than $ – Remaining On call 12 months contractual maturities $ – $ 2,999,361 $ – 15. FAIR VALUE MEASUREMENT The Company is exposed to market price risk based on its investment in underlying solar assets which are measured on a fair value basis. FAIR VALUE The fair value of financial assets and financial liabilities approximate their carrying values at the reporting date. The table below analyses recurring fair value measurements for financial assets. The fair value measurements are categorised into different levels in the fair value hierarchy based on the inputs to the valuation techniques used. 66 NEW ENERGY SOLARAnnual Report The different levels are defined as follows: • Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities. • Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices). • Level 3 – Inputs for the asset or liability that are not based on observable market data (unobservable inputs). 31 DECEMBER 2017 NEW ENERGY SOLAR LIMITED (COMPANY) Level 1 Investments held at fair value through profit or loss $ – Level 2 $ Level 3 $ Total $ – 201,874,660 201,874,660 NEW ENERGY SOLAR FUND (TRUST) Level 1 Level 2 Loans receivable at fair value $ – $ – FUND (COMBINED COMPANY AND TRUST) Level 1 Level 2 Investments held at fair value through profit or loss Loans receivable at fair value 31 DECEMBER 2016 $ – – $ – – Level 3 $ Total $ 239,831,684 239,831,684 Level 3 $ Total $ 201,874,660 201,874,660 239,831,684 239,831,684 NEW ENERGY SOLAR LIMITED (COMPANY) Level 1 $ Level 2 $ Level 3 $ Total $ Investments held at fair value through profit or loss – 113,353,558 – 113,353,558 NEW ENERGY SOLAR FUND (TRUST) Level 1 Loans receivable at fair value $ – FUND (COMBINED COMPANY AND TRUST) Level 1 Investments held at fair value through profit or loss Loans receivable at fair value $ – – Level 2 $ 281,277,239 Level 2 $ 113,353,558 179,635,241 Level 3 $ – Level 3 $ – – Total $ 281,277,239 Total $ 113,353,558 179,635,241 Refer below for a description of the valuation basis adopted for the material asset class constituting the Company’s equity investment in its subsidiary, New Energy Solar US Corp, being the underlying solar assets held at balance date. Loan advances to New Energy Solar US Corp were made on arms-length terms and their fair value was assessed at balance date based on comparable market pricing. The assessment concluded that the loan carrying value is considered to materially represent its fair value at balance date. 67 NEW ENERGY SOLARAnnual Report TR ANSFERS DURING THE YE AR The Company and the Trust recognises transfers between levels of the fair value hierarchy during the reporting period which the transfer has occurred. There were transfers between levels during the financial period from level 2 to level 3 where solar asset fair value measurements moved from being based on observable market based transactions in short proximity to balance date to a discounted cash flow methodology, which includes inputs that are not based on observable market data. Reconciliation of Level 3 fair value measurements 31 DECEMBER 2017 NEW ENERGY SOLAR LIMITED (COMPANY) Investments held at fair NEW ENERGY SOLAR FUND (TRUST) FUND (COMBINED COMPANY AND TRUST) FUND (COMBINED COMPANY AND TRUST) Investments Loans held at fair Loans value through receivable at value through receivable at profit or loss fair value profit or loss fair value $ – $ – $ – $ – 113,353,558 281,277,239 113,353,558 281,277,239 1,521,102 (15,403,191) 1,521,102 (15,403,191) Opening balance Transfers into level 3 Total gains or losses: – in profit or loss Total funds invested during the year in New Energy Solar US Corp Disposals/settlements Closing balance 87,000,000 75,599,634 87,000,000 75,599,634 – (101,641,998) – (101,641,998) 201,874,660 239,831,684 201,874,660 239,831,684 68 NEW ENERGY SOLARAnnual Report SOL AR A SSE T VALUATION ME THODOLOGY AND PROCESS For underlying investments in solar plants under construction or acquired shortly (up to 12 months) prior to balance date, given the proximity of these acquisition dates to balance date, the directors assess the existence of any significant changes in market factors impacting the value of such assets in the interim period. The fair value of these assets at balance date may be considered to materially reflect their denominated currency purchase price paid inclusive of direct acquisition costs, where this represents the value at which the directors consider the assets could be sold in an orderly transaction between market participants at balance date. For other underlying investments in solar plants which are operational at balance date, the Directors base the fair value of the investments in the solar assets held based on information received from the Investment Manager. At a minimum, valuations will be performed annually and otherwise as determined by the Directors. The Business engages suitably qualified independent valuation firms to assist in its assessment of fair market value. The Directors review and consider the fair value arrived at by the Investment Manager, including any independent external valuation obtained, before incorporating into the fair value of the investments adopted. Fair value is calculated with reference to a discounted cash flow (DCF) methodology. In a DCF analysis, the fair value of the renewable energy asset is derived from the present value of the asset’s expected future cash flows, comprising a range of operating assumptions for revenues and costs and an appropriate discount rate range. The Investment Manager reviews a range of sources in determining its fair market valuation of the renewable energy asset investments and applicable discount rate ranges. The analysis undertaken includes: • reviewing the capital asset pricing model outputs and implied risk premia over relevant risk-free rates; • comparing New Energy Solar’s discount rates to global peers; and • having a suitably qualified independent valuation firm review the discount rate ranges determined by the Investment Manager. A broad range of assumptions are used in the valuation models. Given the long-term nature of the investments, the valuation inputs are assessed using long-term historical data to reflect the asset’s life. Where possible, assumptions are based on observable market and technical data. The Investment Manager also engages technical experts such as long-term electricity price forecasters to provide reliable long-term data for use in its valuations. 69 NEW ENERGY SOLARAnnual Report FAIR VALUE OF SOL AR A SSE T INVES TMENTS As at 31 December 2017, the fair value of the operating solar asset investments was $302.7 million (US$236.4 million), comprising: PLANT Stanford SGS TID SGS NC-31 NC-47 Total (US$) FAIR VALUE AS AT 31 DECEMBER 2017 ($) FAIR VALUE AS AT 31 DECEMBER 2016 ($) US$72.4 million US$68.1 million US$45.0 million US$50.9 million US$67.7 million US$59.5 million – – US$236.4 million US$127.2 million A$ to US$ foreign exchange rate at balance date 0.7809 0.7208 Total (A$) A$302.7 million A$176.5 million The fair value of the Business’ renewable energy assets as at 31 December 2017 was determined through the adoption of a pre-tax weighted average cost of capital (WACC) in the range of 6.2% to 7.3%. The Company and the Trust have established a control framework with respect to measurement and assessment of fair values. The Board of Directors of the Company and the responsible entity of the Trust have overall responsibility for analysing the performance and fair value movements of underlying US investments during each reporting period. SENSITIVIT Y ANALYSIS Set out below are the key assumptions the Directors believe would have a material impact upon the fair value of NES’ renewable energy asset investments and NAV per Stapled Security should they change. The following sensitivities assume the relevant input is changed over the entire useful life of each of the underlying renewable energy assets, while all other variables remain constant. All sensitivities have been calculated independently of each other. The Directors consider the changes in inputs to be within a reasonable expected range based on their understanding of market transactions. This is not intended to imply that the likelihood of change or that possible changes in value would be restricted to this range. 70 NEW ENERGY SOLARAnnual Report 31 DECEMBER 2017 31 DECEMBER 2016 * Change in Change in NAV Change in Change in NAV fair value of per Stapled fair value of per Stapled Input input (A$ thousands) (A$ cents) (A$) * (A$ cents) * Change in investments Security investments Security A$/US$ foreign exchange rate Pre-tax discount rate Electricity production (change from P50) Electricity prices Operations and maintenance expenses + 5.0% – 5.0% + 0.5% – 0.5% P90 P10 – 10.0% + 10.0% + 10.0% 10.0% (14,420) 15,938 (18,983) 21,071 (34,557) 29,122 (16,911) 16,911 (10,166) 10,166 (4.42) 4.88 (5.82) 6.46 (10.59) 8.93 (5.18) 5.18 (3.12) 3.12 NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA * As at 31 December 2016 the investments were recorded at carrying cost representing fair value. Therefore DCF sensitivities were not applicable. FOREIGN E XCHANGE R ATE The fair value of NES’ renewable energy asset investments are first determined in US$ for financial reporting purposes. The sensitivity shown looks at the impact of a change in the A$ to US$ exchange rate. A 5% appreciation and 5% depreciation of assumed US$ to A$ exchange rate (of A$: US$0.7809 as at 31 December 2017) has been considered to determine the resultant impact on NES’s fair value of investments and NAV per Stapled Security. PRE-TA X DISCOUNT R ATE The value of NES’ operating renewable energy asset investments are determined using a pre-tax WACC approach based on the Capital Asset Pricing Model. This approach takes into account long-term assumptions regarding risk-free rates, market risk premia, applicable tax rates, gearing levels, counterparty quality and asset specific items. The pre-tax WACC range used to determine the fair market valuation of its underlying solar assets is in the range of 6.2% to 7.3%. This sensitivity demonstrates the impact of a change in the pre-tax WACC applied to all of NES’ renewable energy asset investments as at 31 December 2017. A range of +/- 0.5% has been considered to determine the resultant impact on NES’s NAV per Stapled Security and fair market value of its investments. ELECTRICIT Y PRODUCTION NES’ operating renewable energy asset investments are valued based upon a forecast P50 solar energy generation profile (being a 50% probability that this generation estimate will be met or exceeded). A technical adviser has derived this generation estimate by taking into account a range of irradiation datasets, satellite and ground-based measurements, and site-specific loss factors including module performance degradation, module mismatch and inverter losses. These items are then considered in deriving the anticipated production of the individual site (MWh per annum) based upon a 50% probability of exceedance. 71 NEW ENERGY SOLARAnnual Report The sensitivity shown looks at the impact on the fair value of investments and NAV per Stapled Security of a change of production estimates to P90 (90% likely probability of exceedance) and a P10 generation estimate calculated as a 7.5% increase in the P50 production yield. As P10 generation estimates were not independently obtained for each asset on or about the time of the asset acquisition, the Directors have determined a proxy P10 estimate for those assets by assessing the relationship between the independently determined P50 and P90 generation estimates for each of the assets in the Operating Portfolio (e.g. a one-year P90 generation estimate might be 92.5% of a one-year P50 generation estimate, implying that it is 7.5% lower than the P50 generation estimate). In determining the proxy P10 generation estimate, the Directors have assumed that the relationship between a P50 generation estimate and a P10 generation estimate is the same as that between a P50 generation estimate and a P90 generation estimate in absolute terms. Therefore a 1-year P10 generation estimate by this methodology would be 107.5% (i.e. 100% + 7.5%) of the asset’s P50 generation estimate. ELECTRICIT Y PRICES Each of the assets underlying NES’ renewable energy asset investments have long-term PPAs in place with creditworthy energy purchasers and thus the PPA prices are not impacted by energy price changes during this period. For the post-PPA period of each asset, the Directors use long-term electricity price forecasts that have been prepared by a leading market consultant in their determination of the fair value of NES’ operating renewable energy asset investments. The sensitivities show the impact of an increase/decrease in power prices for each year of the power price curve for each plant over the plant’s remaining economic life (after the conclusion of the existing PPAs). A flat 10% increase/decrease in market electricity prices from forecasted levels over the remaining asset life of all plants from the valuation date have been used in the sensitivity analysis. OPER ATING E XPENSES The operating costs of the assets underlying NES’ renewable energy asset investments include annual operations and maintenance (O&M), asset management (AM), insurance expenses, land lease expenses, major maintenance and general administration expenses. The sensitivity above assumes a 10% increase/decrease in annual operating costs for all underlying assets and the resultant impact on NES’s fair value of investments and NAV per Stapled Security. 72 NEW ENERGY SOLARAnnual Report LOAN FAIR VALUE SENSITIVIT Y ANALYSIS The Directors have also assessed the impact of a change in interest rate environment on the fair value of the loan receivable to New Energy Solar US Corp held by the Trust as set out below. 31 DECEMBER 2017 31 DECEMBER 2016 Change in Change in NAV Change in Change in NAV fair value of per Stapled fair value of per Stapled Change investments (A$ Security investments (A$ Input in input thousands) (A$ cents) thousands) US interest rates + 0.5% – 0.5% (6,086) 6,255 (1.87) 1.92 (4,961) 5,114 Security (A$ cents) (2.61) 2.69 Sensitivity of the loan receivable to foreign exchange movements is included in note 14. 16. CONTROLLED AND JOINTLY CONTROLLED ENTITIES As ‘Investment Entities’ the Company and the Trust recognise all underlying investments in its subsidiaries and jointly controlled entities at fair value through profit or loss. Below is the legal name for the Holding Company and the remaining legal entities controlled or jointly controlled through the investment in the Holding Company at reporting date. COMPANY Name of entity Place of registration and operation Direct or Indirect Holding Principal Activity Economic interest 31 Dec 2017 Economic interest 31 Dec 2016 New Energy Solar US Corp. United States of America Direct HoldCo 100.00% 100.00% NES Rosamond 1S, LLC United States of America Indirect SSCA XLI Class B Member HoldCo, LLC United States of America Indirect SSCA XLI Class B Member, LLC United States of America Indirect NES Rosamond 2T, LLC United States of America Indirect GFS I Class B Member HoldCo, LLC United States of America Indirect GFS I Class B Member, LLC United States of America Indirect NES US NC-31 LLC NES US NC-47 LLC United States of America Indirect United States of America Indirect NES US Funding 1, LLC United States of America Indirect NES Antares HoldCo, LLC United States of America Indirect NES Orion HoldCo, LLC NES Callisto Lender, LLC United States of America Indirect United States of America Indirect SSCA XLI Holding Company, LLC United States of America Indirect GFS I Holding Company, LLC United States of America Indirect US-NC-31 Sponsor Partner, LLC United States of America Indirect US-NC-47 Sponsor Partner, LLC United States of America Indirect NES Rigel HoldCo, LLC United States of America Indirect SPV SPV SPV SPV SPV SPV SPV SPV SPV SPV SPV SPV SPV SPV SPV SPV SPV 100.00% 100.00% 99.90% 99.90% 100.00% 100.00% 100.00% 100.00% 99.90% 99.90% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% (i) (i) (i) (i) 99.00% – – – – (i) (i) (i) (i) – 73 NEW ENERGY SOLARAnnual Report TRUST Name of entity – Direct or Economic Economic Place of registration Indirect Principal interest interest and operation Holding Activity 31 Dec 2017 31 Dec 2016 N/A N/A N/A N/A N/A (i) The economic interest percentage held is not readily determinable since the investors have different classes of shares with entitlements which change over time, including preferential entitlements and entitlements to tax losses. All Special Purpose Vehicle (SPV) activities relate to ownership and operation of solar energy assets. 17. KEY MANAGEMENT PERSONNEL DIRECTORS The following persons were directors of New Energy Solar Limited during the financial year: Jeffrey Whalan – Non-Executive Chairperson (appointed 27 October 2017) Maxine McKew – Non-Executive Director (appointed 27 October 2017) James Davies – Non-Executive Director (appointed 27 October 2017) John Holland – Non-Executive Director (appointed 27 October 2017) John Martin (appointed 27 October 2017) Alan Dixon (appointed 27 October 2017) Alex MacLachlan (resigned 27 October 2017) Tom Kline (resigned 27 October 2017) Adam Chandler (appointed 3 May 2017, resigned 27 October 2017) Warwick Keneally (resigned 3 May 2017) The following persons were directors of Walsh & Company Investments Limited during the financial year: Alex MacLachlan Tristan O’Connell Tom Kline (resigned 16 May 2017) Warwick Keneally (appointed 16 May 2017) John Martin, Alex MacLachlan and Tom Kline are also directors of the Investment Manager, New Energy Solar Manager Pty Limited. 74 NEW ENERGY SOLARAnnual Report KE Y MANAGEMENT PERSONNEL REMUNER ATION The remuneration of directors and other members of key management personnel during the year was as follows: 31 DEC 2017 31 DEC 2016 Short-term benefits Post-employment benefits Other long-term benefits Share-based payments Termination benefits $ 37,499 – – – – 37,499 $ – – – – – – As at the reporting date, details of directors who hold securities for their own benefit or who have an interest in holdings through a third party and the total number of such securities held are listed as follows: DIRECTOR OF THE COMPANY Jeffrey Whalan John Holland James Davies Maxine McKew Alan Dixon John Martin DIRECTOR OF THE RESPONSIBLE ENTITY OF THE TRUST Alex MacLachlan Tristan O’Connell Warwick Keneally NO. OF SECURITIES NO. OF CLASS A OPTIONS NO. OF CLASS B OPTIONS 500,366 38,333 38,333 – – – 25,000 12,500 12,500 66,666 33,333 33,333 5,326,679 533,332 533,332 480,593 233,998 233,998 87,494 17,666 17,666 88,549 28,333 28,333 47,998 23,999 23,999 75 NEW ENERGY SOLARAnnual Report 18. RELATED PARTY DISCLOSURES KE Y MANAGEMENT PERSONNEL Disclosures relating to key management personnel are set out in note 17 and the remuneration report included in the Directors’ Report. REL ATED PART Y INVES TMENTS IN THE FUND The Responsible Entity or its associates does not hold any investments in the Company or the Trust. RESPONSIBLE ENTIT Y FEE Walsh & Company Investments Limited, as Responsible Entity of the Trust receives a Responsible Entity Fee for the performance of its duties under the constitution of the Trust. The Responsible Entity Fee is 0.08% per annum (exclusive of GST) calculated on the gross asset value of the Trust and payable monthly in arrears by the Trust. For the year ended 31 December 2017, $182,632 (19 November 2015 to 31 December 2016: $132,450), exclusive of GST, was paid or payable to the Responsible Entity. Total Responsible Entity fee included in trade and other payables of the Trust at 31 December 2017 is $19,523 (31 December 2016: $19,362). INVES TMENT MANAGER FEE Since December 2017, New Energy Solar Manager Pty Limited, as Investment Manager of the Fund receives an Investment Manager Fee of 0.7% per annum (exclusive of GST) calculated on the Enterprise Value of the Fund, payable quarterly in arrears. Fees are either payable by the Company, Trust or Controlled Entities depending on the recipient of investment manager services. Prior to listing on the Australian Stock Exchange, New Energy Solar Manager Pty Limited received an Investment Manager Fee of 0.7% per annum (exclusive of GST) calculated on the gross asset value of the combined Company and Trust and their respective Controlled Entities, payable monthly in arrears. Fees were either payable by the Company, Trust or Controlled Entities depending on the recipient of investment manager services. For the year ended 31 December 2017, $233,902 (19 November 2015 to 31 December 2016: $205,705), exclusive of GST, was paid or payable to the Investment Manager by the Company, $352,544 (19 November 2015 to 31 December 2016: $1,011,184), exclusive of GST, was paid or payable by the Trust and $1,822,903 (19 November 2015 to 31 December 2016: nil), exclusive of GST, was paid or payable by New Energy Solar US Corp, a controlled entity of the Company. Total Investment Manager fee included in trade and other payables at 31 December 2017 is $29,384 (31 December 2016: $69,983) for the Company and $36,802 (31 December 2016: $108,989) for the Trust. S TRUCTURING AND HANDLING FEES In respect of the Offer by the Fund under the Product Disclosure Statement & Prospectus dated 2 November 2017, the Responsible Entity was entitled to receive a Contribution Fee of 3.0% (excluding GST), which was broken down by the Responsible Entity into the Structuring Fee of 0.75% (excluding GST) and the Handling Fee of 2.25% (excluding GST), of the gross proceeds raised by the Fund under the Offer, payable after the close of the Offer. The component of the Contribution Fee payable by the Trust falls under the Trust Constitution. The component of the Contribution Fee payable by the Company falls under an agreement between the Responsible Entity and the Company. 76 NEW ENERGY SOLARAnnual Report For the year ended 31 December 2017, Structuring and Handling fees of $2,969,903, exclusive of GST, was paid to the Responsible Entity by the Company and $3,091,123, exclusive of GST, was paid by the Trust. There were no outstanding Structuring and Handling Fees as at 31 December 2017. Per the Product Disclosure Statement & Prospectus dated 2 November 2017, the fees noted above were then used to partially or fully fund the payment of fees to Morgan Stanley, Evans and Partners, Walsh & Company and other Licensees in relation to the capital raising. In relation to prior year Structuring Fees, in respect of the Offers by the Fund, the Responsible Entity was entitled to receive a Structuring Fee of 1.5% (excluding GST) of the gross proceeds raised by the Fund under the Offers, payable after the close of the Offers. For the period 19 November 2015 to 31 December 2016, $226,605, exclusive of GST, was paid to the Responsible Entity by the Company and $4,305,489, exclusive of GST, was paid by the Trust. There were no outstanding Structuring Fees as at 31 December 2016. In relation to prior year Handling Fees, in respect of the Offers by the Fund, Dixon Advisory Superannuation Services, a related party of the Responsible Entity, was entitled to receive a Handling Fee of 1.5% (excluding GST) of the gross proceeds raised by the Fund under the Offers, payable after the close of the Offers. The Handling Fee payable was set out under the Product Disclosure Statements for capital raisings undertaken. For the period 19 November 2015 to 31 December 2016, $227,840, exclusive of GST, was paid to Dixon Advisory Superannuation Services by the Company and $4,328,956, exclusive of GST, was paid by the Trust. In respect of the Handling Fee payments made, for the first capital raising in January 2016, the Handling Fee was deducted from the gross proceeds raised by the Fund with the Company and Trust receiving the net proceeds, and for the second capital raising in December 2016, the Fund received the gross proceeds and the Company and Trust paid the Handling Fee to Dixon Advisory Superannuation Services. There were no outstanding Handling fees as at 31 December 2016. ACQUISITION AND DISPOSAL FEE New Energy Solar Manager Pty Limited, in its capacity as Investment Manager, is responsible for sourcing, undertaking due diligence investigations, recommending solar energy asset acquisitions as well as advising, providing recommendations, and executing investment exit strategies to the Fund. The Investment Manager receives an Acquisition Fee of 1.5% (excluding GST) of the purchase price (excluding acquisition costs) of assets acquired by the Company and the Trust or their respective Controlled Entities. The Acquisition Fee is payable to the Investment Manager upon completion of the acquisition of any asset by the Company and the Trust or their respective Controlled Entities, and prorated fee payment in the case of an acquisition by instalments/part-payments. The Investment Manager receives a Disposal Fee of 1.5% (excluding GST) of the net proceeds of the sale of any asset of the Company and the Trust or their respective Controlled Entities. The Disposal Fee is payable to the Investment Manager upon completion of sale of any asset disposed of by the Company and the Trust or their respective controlled entities. For the year ended 31 December 2017, Acquisition Fees of $1,821,312 (19 November 2015 to 31 December 2016: $nil), exclusive of GST, was paid or payable to the Investment Manager by New Energy Solar US Corp, a Controlled Entity of the Company. For the year ended 31 December 2017, no acquisition fees (period 19 November 2015 to 31 December 2016: $2,538,846), exclusive of GST, was paid or payable to the Investment Manager directly by the Company. Total Acquisition Fees included in trade and other payables of the Company at 31 December 2017 is nil (31 December 2016: $2,538,846). 77 NEW ENERGY SOLARAnnual Report There were no disposal fees paid to the Investment Manager for the year ended 31 December 2017 (19 November 2015 to 31 December 2016: nil). FUND ADMINIS TR ATION FEES Australian Fund Accounting Services Pty Limited, a wholly-owned subsidiary of Dixon Advisory Group Limited, the parent of the Responsible Entity, provides fund administration services to the Company and the Trust under an agreement with the Investment Manager. Time spent by staff is charged to the Company and the Trust at agreed rates. These services include net asset valuation, management accounting, statutory reporting, capital management and taxation. Total fund administration fees paid or payable for the year ended 31 December 2017 were $26,300 (19 November 2015 to 31 December 2016: $3,000), exclusive of GST, by the Company and $93,700 (19 November 2015 to 31 December 2016: $57,000), exclusive of GST, by the Trust. Total fund administration fees included in trade and other payables at 31 December 2016 is $13,090 (31 December 2016: $3,000) for the Company and $19,910 (31 December 2016: $57,000) for the Trust. DEBT ARR ANGING FEES Walsh & Company Corporate Advisory, a division of Walsh & Company Asset Management Pty Limited which is a wholly- owned subsidiary of Dixon Advisory Group Limited, the parent of the Responsible Entity, was engaged on 21 June 2017 to provide debt arranging services to the Fund, including contacting and liaising with capital providers, negotiating borrowing terms, obtaining credit ratings, implementing interest rate hedging strategies and executing documentation. Walsh & Company Corporate Advisory were successful in securing debt, interest rate hedging and letter of credit facilities at competitive terms for the Fund, providing diversification to the Fund’s capital sources. For this service, Walsh & Company Corporate Advisory received a debt arranging fee of ranging from 0.5%–2.0% of the face value of new third party debt and letter of credit facilities. During the year, Walsh & Company Corporate Advisory successfully negotiated new debt and banking facilities totaling US$108.8 million (A$139.3 million) and associated interest rate hedging. For the year ended 31 December 2017, debt arranging fees of $2,051,103 (19 November 2015 to 31 December 2016: nil) was paid or payable to Walsh & Company Corporate Advisory by wholly owned subsidiaries of NES US Corp. Total debt arranging fees included in trade and other payables of the Company and the Trust at 31 December 2017 is nil (31 December 2016: nil). PROJECT SERVICES AGREEMENT New Energy Solar US Corp, a subsidiary of the Company, has entered into a non-exclusive arrangement dated 27 October 2017 with NES Project Services, LLC for the provision of asset management, operations and maintenance services and/ or construction management services (Services). The agreement is for an initial one year term, with rolling one year extensions if the agreement has not been terminated. The Services will be provided upon request by NES US Corp. at prevailing market rates at the time. The Services will be provided on arm’s length and commercial terms. No services have been provided under this agreement for the year ended 31 December 2017. 78 NEW ENERGY SOLARAnnual Report DE VELOPMENT AGREEMENT The Trust and Company have entered into an arrangement dated 27 October 2017 with NES Development Services Pty Limited (NES Development Services) pursuant to which they have appointed NES Development Services on a non- exclusive basis to provide asset development services to the Fund from time to time as agreed between the parties for any renewables project, including but not limited to individual large scale solar plants, which the Fund directly or indirectly invests in from time to time. The asset development services will be provided on arm’s length and commercial terms. Under the agreement, the Fund also has a first right of refusal to purchase assets developed and offered for sale by NES Development Services from time to time. The acquisition of assets developed by NES Development Services will be offered on terms to be agreed by the parties which must be on arm’s length commercial terms. The Fund is under no obligation to accept the offer. The agreement is for an initial one-year term, with rolling one-year extensions if the agreement has not been terminated. No services have been provided under this agreement for the year ended 31 December 2017. 19. REMUNERATION OF AUDITORS During the financial year the following fees were paid or payable for services provided by Deloitte Touche Tohmatsu, the auditor of the Company and the Trust: Auditors of the Company and the Trust Deloitte Touche Tohmatsu Audit and review of the Company and the Trust financial statements Other advisory services, including IPO related services Taxation services NEW ENERGY SOLAR LIMITED (COMPANY) NEW ENERGY SOLAR LIMITED (COMPANY) NEW ENERGY SOLAR FUND (TRUST) NEW ENERGY SOLAR FUND (TRUST) 31-Dec-17 31-Dec-17 31-Dec-17 31-Dec-17 $ $ $ $ 54,340 4,750 88,660 90,250 141,456 3,275 149,744 62,225 7,996 12,824 33,122 243,657 203,792 20,849 271,526 396,132 Fees were also paid by subsidiaries of the Company to Deloitte Touche Tohmatsu as follows: Audit of subsidiary financial statements $60,000 Fees were also paid by subsidiaries of the Company to other audit firms – Deloitte Tax LLP as follows: Taxation services $171,961 79 NEW ENERGY SOLARAnnual Report 20. CAPITAL COMMITMENTS As at 31 December 2017, the Company and the Trust do not have any direct outstanding capital commitments. 21. CONTINGENT LIABILITIES The directors of the Company and Responsible Entity are not aware of any potential liabilities or claims against the Company or the Trust as at the end of the reporting period. 22. EVENTS AFTER THE REPORTING PERIOD A distribution of 4.0 cents per stapled security totaling $13,051,907 was declared on 21 December 2017 and was paid to securityholders on 15 February 2018. 3,657,035 stapled securities were issued under the Fund’s Distribution Reinvestment Plan. On 31 January 2018, NES Hercules Buyer LLC, a subsidiary of the Company, entered into an agreement to acquire a 200 MWDC solar plant (200 MWDC plant) in the United States to be constructed and operational by late 2019. Investment will occur progressively through to commissioning and completion of the 200 MWDC plant, coinciding with contractual milestones, with the total value of NES’ investment at completion expected to be approximately $335.2 million (US$270 million). On 1 February 2018, NES Hercules Buyer LLC paid a deposit of $23.3 million (US$18.8 million) to the vendor of the 200 MWDC plant. On 15 February 2018, NES Perseus HoldCo LLC, a subsidiary of the Company, acquired a 49% interest in the Boulder Solar I Facility, an operational 125 MWDC plant in Clarke County, Nevada in the United States for $69.2 million (US$55 million). Other than the matters discussed above, no matter or circumstance has arisen since 31 December 2017 that has significantly affected, or may significantly affect the Company or the Trust’s operations, the results of those operations, or the Company or the Trust’s state of affairs in future financial years. 80 NEW ENERGY SOLARAnnual Report Directors’ Declaration FOR THE YE AR ENDED 31 DECEMBER 2017 The directors of the Company and directors of the Responsible Entity of the Trust declare that, in the directors’ opinion: • the financial statements and notes thereto are in accordance with the Corporations Act 2001, including compliance with the Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001; • the financial statements are in compliance with International Financial Reporting Standards as stated in the notes to the financial statements; • the attached financial statements and notes give a true and fair view of the Company and the Trust’s financial position as at 31 December 2017 and of their performance for the financial year ended on that date; and • there are reasonable grounds to believe that the Company and the Trust will be able to pay their debts as and when they become due and payable. The directors have been given the declarations required by section 295A of the Corporations Act 2001. This declaration is made in accordance with a resolution of the directors made pursuant to section 295(5) of the Corporations Act 2001. On behalf of the directors ALEX MACLACHLAN Chairman of the Responsible Entity JEFFREY WHALAN Chairman of the Company 28 February 2018 81 NEW ENERGY SOLARAnnual Report Independent Auditor’s Report FOR THE YE AR ENDED 31 DECEMBER 2017 82 NEW ENERGY SOLARAnnual Report 83 NEW ENERGY SOLARAnnual Report 84 NEW ENERGY SOLARAnnual Report 85 NEW ENERGY SOLARAnnual Report This page has intentionally been left blank. 86 NEW ENERGY SOLARAnnual Report Stock Exchange Information TID SGS PV modules – ground view – September 2017 TID SGS panel rows closeup – September 2017 87 Stock Exchange Information FOR THE YE AR ENDED 31 DECEMBER 2017 STATEMENT OF QUOTED SECURITIES AS AT 31 JANUARY 2018 • There are 5,332 securityholders holding a total 326,297,684 ordinary securities. • The 20 largest securityholders between them hold 7.32% of the total securities on issue. DISTRIBUTION OF QUOTED SECURITIES AS AT 31 JANUARY 2018 DISTRIBUTION OF SECURITYHOLDERS CATEGORY (SIZE OF HOLDING) NUMBER OF SECURITYHOLDERS 1–1,000 1,001–5,000 5,001–10,000 10,001–100,000 100,001 and over Totals Holding less than marketable parcel 65 241 369 3,845 812 5,332 13 SUBSTANTIAL SECURITYHOLDINGS AS AT 31 JANUARY 2018 There are no substantial securityholders pursuant to the provisions of section 671B of the Corporations Act 2001. 88 NEW ENERGY SOLARAnnual Report DIRECTORS’ SECURITYHOLDINGS As at 31 January 2018 directors of the Fund held a relevant interest in the following securities on issue by the Fund. DIRECTOR OF THE COMPANY ORDINARY SECURITIES CLASS A OPTIONS CLASS B OPTIONS Jeffrey Whalan John Holland James Davies Maxine McKew Alan Dixon John Martin DIRECTOR OF THE RESPONSIBLE ENTITY OF THE TRUST Alex MacLachlan Tristan O’Connell Warwick Keneally RESTRICTED SECURITIES There are no restricted securities on issue by the Fund. 500,366 – 25,000 66,666 5,506,310 480,593 87,494 88,549 47,998 38,333 – 12,500 33,333 533,332 233,998 17,666 28,333 23,999 38,333 – 12,500 33,333 533,332 233,998 17,666 28,333 23,999 89 NEW ENERGY SOLARAnnual Report TOP 20 HOLDERS OF ORDINARY SECURITIES AT 31 JANUARY 2018 SECURITYHOLDER NAME MR ORANGE PTY LIMITED J P MORGAN NOMINEES AUSTRALIA LIMITED PJA INVESTMENTS AUSTRALIA PTY LTD HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED CITICORP NOMINEES PTY LIMITED NETWEALTH INVESTMENTS LIMITED ZONDA CAPITAL PTY LTD NUMBER OF SECURITIES HELD % OF TOTAL 5,189,134 1.590% 3,070,498 0.941% 2,666,666 0.817% 2,166,591 0.664% 1,538,550 0.472% 1,476,685 0.453% 1,333,334 0.409% MR DAMIEN JOSEPH KENNEALLY & MRS CANDACE LYNN KENNEALLY 782,581 0.240% J & V KING PTY LTD NETWEALTH INVESTMENTS LIMITED THEROPOD PTY LTD 704,410 0.216% 634,644 0.194% 486,947 0.149% PROF ARTHUR DAVID SHULMAN & PROF LINDA SOPHIE ROSENMAN 457,439 0.140% SILKZINC PTY LTD 441,250 0.135% MR NICHOLAS ANTHONY JACQUES & MRS VIRGINIA LOUISE JACQUES 433,332 0.133% CRIMSON PERMANENT ASSURANCE COMPANY PTY LTD 422,671 0.130% MR NEIL CLIFFORD BARRETT & MRS HEATHER MAEVE BARRETT 419,446 0.129% MJG BLOOM PTY LIMITED D & P MULLANE PTY LTD MR ROGER ALLNUTT & MRS HELEN ALLNUTT 417,379 0.128% 416,666 0.128% 412,267 0.126% MR ERNEST YUET NING SHAW & MRS ELIZABETH PUI CHI SHAW 400,097 0.123% Total held by top 20 holders of ordinary securities 23,870,587 7.316% 90 NEW ENERGY SOLARAnnual Report Additional Disclosures Stanford SGS at sunset – September 2017 TID SGS ground view – September 2017 91 Additional Disclosures FOR THE YE AR ENDED 31 DECEMBER 2017 OTHER Since admission to the ASX on 4 December 2017 to the date of the financial report, the Company and the Trust has used the cash assets at the time of admission in a way consistent with its business objectives. 92 NEW ENERGY SOLARAnnual Report This page has intentionally been left blank. 93 NEW ENERGY SOLARAnnual Report Directory 31 DECEMBER 2017 The Fund’s securities are quoted on the official list of the Australian Securities Exchange Limited (ASX). ASX Code is NEW. NEW ENERGY SOLAR New Energy Solar Limited (ACN 609 396 983) New Energy Solar Fund (ARSN 609 154 298) Level 15, 100 Pacific Highway NORTH SYDNEY NSW 2060 T 1300 454 801 F 1300 883 159 E info@newenergysolar.com.au www.newenergysolar.com.au RESPONSIBLE ENTITY Walsh & Company Investments Limited (ACN 152 367 649) (AFSL 410 433) Level 15, 100 Pacific Highway NORTH SYDNEY NSW 2060 T 1300 454 801 F 1300 883 159 E info@walshandco.com.au www.walshandco.com.au DIRECTORS – NEW ENERGY SOLAR LIMITED Jeff Whalan (Non-Executive Chairman) John Holland (Non-Executive Director) Maxine McKew (Non-Executive Director) James Davies (Non-Executive Director) Alan Dixon John Martin 94 SECRETARIES Simon Barnett Hannah Chan DIRECTORS – WALSH & COMPANY INVESTMENTS LIMITED Alex MacLachlan Tristan O’Connell Warwick Keneally SECRETARIES Simon Barnett Hannah Chan INVESTMENT MANAGER New Energy Solar Manager Pty Limited (ACN 609 166 645) Level 15, 100 Pacific Highway NORTH SYDNEY NSW 2060 T 1300 454 801 F 1300 883 159 AUDITOR Deloitte Touche Tohmatsu Grosvenor Place, 225 George Street SYDNEY NSW 2000 T +61 2 9322 7000 F +61 2 9322 7001 www.deloitte.com.au SHARE REGISTRAR Link Market Services Limited Level 12, 680 George Street SYDNEY NSW 2000 NEW ENERGY SOLARAnnual Report
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