Welink Energy Portugal 2 (UK) Limited - Accounts to registrar (filleted) - small 18.2

REGISTERED NUMBER: 10848954 (England and Wales)

Financial Statements for the Year Ended 31 December 2019

for

Welink Energy Portugal 2 (UK) Limited

Page

Company Information

1

Statement of Financial Position

2

Notes to the Financial Statements

3

DIRECTORS:

J Murphy

B M O'Neill

REGISTERED OFFICE:

3 Hardman Square

Spinningfields

Manchester

M3 3EB

REGISTERED NUMBER:

10848954 (England and Wales)

AUDITORS:

Marsh Vision Limited

Chartered Certified Accountants

Statutory Auditors

Chester House

17 Gold Tops

Newport

SOUTH WALES

NP20 4PH

FIXED ASSETS

Investments

5

9,474,143

9,474,141

CURRENT ASSETS

Debtors

6

44,973,005

46,600,372

Cash at bank

396

109

44,973,401

46,600,481

CREDITORS

Amounts falling due within one year

7

57,052,223

56,083,561

NET CURRENT LIABILITIES

(12,078,822

)

(9,483,080

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(2,604,679

)

(8,939

)

CAPITAL AND RESERVES

Called up share capital

10

100

100

Retained earnings

(2,604,779

)

(9,039

)

SHAREHOLDERS' FUNDS

(2,604,679

)

(8,939

)

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Statement of Comprehensive Income has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 18 September 2020 and were signed on its behalf by:

B M O'Neill - Director

1.	STATUTORY INFORMATION

Welink Energy Portugal 2 (UK) Limited is a private company, limited by shares , registered in England and

Wales. The company's registered number and registered office address can be found on the Company

Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going concern

Despite the fact that the company had net liabilities at the period end, at the time of approving the financial

statements, the directors have a reasonable expectation that the company will obtain adequate resources to

continue in operational existence for the foreseeable future.

A detailed assessment has been carried out by the directors and the key assumption underlying this assessment is

that the company will successfully raise additional funding to invest in its business plan and generate sufficient

returns to repay its creditors and lenders in due course.

The company is owner of WELink Group Solara4 project in Portugal, which is at an advanced stage of

completion.The company is party to final stage negotiations with a third party lender to refinance Solara4

project.

Preparation of consolidated financial statements

The financial statements contain information about Welink Energy Portugal 2 (UK) Limited as an individual

company and do not contain consolidated financial information as the parent of a group. The company is exempt

under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial

statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial

statements of its parent, Ableon Limited, 22 Avoca Wood, Avoca, Co Wicklow.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The

Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party

transactions with wholly owned subsidiaries within the group.

Financial instruments

Financial instruments are classified and accounted for according to the substance of the contractual arrangements

as either financial assets, financial liabilities or equity instruments, and are held at amortised cost. An equity

instrument is any contract that evidences a residual interest in the assets of the company after deducting all its

liabilities.

Loans and borrowings are initially recognised at the transaction price including transaction costs. Subsequently,

they are measured at amortised cost using the effective interest rate method, less impairment. If an arrangement

constitutes a finance transaction it is measured at present value of the future payments discounted at a market rate

of interest for a similar debt instrument.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to

the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or

substantively enacted by the statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the

statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from

those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that

have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the

timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they

will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the

statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of

exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the

operating result.

Fixed asset investments

Fixed asset investments are held at cost less accumulated impairment losses.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2018 - NIL).

4.	AUDITORS' REMUNERATION

Period

4.7.17

Year Ended

to

31.12.19

31.12.18

£

£

Fees payable to the company's auditors for the audit of the company's financial statements

6,000

7,200

Accountancy

6,000

7,200

5.	FIXED ASSET INVESTMENTS

Unlisted

investments

£

COST

At 1 January 2019

9,474,141

Additions

2

At 31 December 2019

9,474,143

NET BOOK VALUE

At 31 December 2019

9,474,143

At 31 December 2018

9,474,141

The company's investments at the Statement of Financial Position date in the share capital of companies include

the following:

Solara4,S.A.

Registered office: Portugal

Nature of business: Producing electric from solar and other sources.

%

Class of shares:

holding

Ordinary

100.00

6.

DEBTORS

31.12.19

31.12.18

£

£

Amounts falling due within one year:

Amounts owed by related parties

44,973,005

39,501,099

Amounts falling due after more than one year:

Amounts owed by related parties

-

7,099,273

Aggregate amounts

44,973,005

46,600,372

Of the above aggregate amounts, £44,972,905 relates to Solara4,S.A., a wholly owned subsidiary.

£37,232,918 relates to an interest free shareholder loan executed in December 2018 and £7,739,987 carries an

interest rate of 4% per year.

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.19

31.12.18

£

£

Other loans (see note 8)

-

279,484

Amounts owed to related parties

17,358,093

16,288,678

Tax

3,559

-

Other creditors

39,678,571

39,500,999

Accrued expenses

12,000

14,400

57,052,223

56,083,561

In December 2018, Welink Energy Portugal 2 (UK) Limited ( Welink ) as seller, and Allianz Renewable Energy

Partners VI Ltd ( Allianz ) as purchaser, executed a share sale and purchase agreement in respect of the shares

representing the entire share capital of Solara 4 ( the SPA ).The completion of the transactions set out in the SPA

is contingent upon the occurrence of a number of conditions. This SPA was revised on 2nd September 2019.

Allianz has paid to Welink an Advance Payment of €44,000,000 as an advance to the reference consideration.

This advance payment is shown within other creditors within note 8 to the accounts.

The Advance Payment was used by Welink to fund a shareholder loan to Solara 4 in the same amount under a

shareholder loan agreement, for the purposes of the making a milestone payment under an EPC contract.

The SPA was terminated by Allianz in April 2020 and the advance payment due to Allianz was repaid in full in

May 2020 by a third party.

8.

LOANS

An analysis of the maturity of loans is given below:

31.12.19

31.12.18

£

£

Amounts falling due within one year or on demand:

Other loans

-

279,484

9.	SECURED DEBTS

The following secured debts are included within creditors:

31.12.19

31.12.18

£

£

Other creditor

39,580,314

39,500,999

The other creditor owing to Allianz Renewable Energy Partners VI Ltd was secured by way of a fixed charge

and negative pledge dated 18th December 2018. This loan was repaid in May 2020.

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.19

31.12.18

value:

£

£

100

Ordinary

£1

100

100

11.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

S MARSH (Senior Statutory Auditor)

for and on behalf of Marsh Vision Limited

12.	OFF-BALANCE SHEET ARRANGEMENTS

On 2nd September 2019 an agreement was executed which involved Welink Energy Portugal 2 (UK) Limited

being appointed as joint guarantor with Solara4 S.A. in respect of a loan between another group company and a

third party lender. Charges were filed at Companies House in respect of the guarantees made which detail a

debenture containing fixed and floating charges over all company assets and undertaking to secure its obligations

to the lender under the loan facility agreement.

13.	RELATED PARTY DISCLOSURES

Related Party

Relationship

Amount due from / (to) related party

WELink Energy Iberia (UK) Limited

Common ultimate controlling party

£100

Solara4,S.A.

Subsidiary

£44,972,905

WELink Energy Investments Portugal (UK) Limited

Controlling Party

(£17,358,093

)

14.	SUBSEQUENT EVENTS

On 30th January, 2020, following the report of a cluster of cases in China, the World Health Organization

(WHO) declared the outbreak of Covid 19 a 'Public Health Emergency of International Concern'. Since

then,more cases have been diagnosed, in the majority of countries across the globe. Strict measures have been

taken and a number of policies have been imposed by a number of governments to contain the spread of this new

virus, that will have economic impact. A global pandemic was declared by WHO on 11th March 2020.

The impact of the virus and the resulting economic impact of individual government measures and policies is a

non adjusting event and will not impact the ability of the company to continue to act as a going concern. Given

the unpredictable outcome of this virus and the resulting policies for containment, the impact on the operating

activities of the company and the recoverability of its assets will continue to be assessed during the course of the

coming financial year.

15.	ULTIMATE CONTROLLING PARTY

The ultimate controlling party is B M O'Neill.

The immediate parent company is WELink Energy Investments Portugal (UK) Limited

The largest and smallest group for which group financial statements are prepared, and of which the company is a

member, is as follows:

Name:

ABLEON Limited

Country of Incorporation:

Ireland

Address from where copies of the group

22 Avoca Wood

financial statements can be obtained:

Avoca

Co. Wicklow