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 2020

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

9,474,143

CURRENT ASSETS

Debtors

6

23,946,145

44,973,005

Cash at bank

418

396

23,946,563

44,973,401

CREDITORS

Amounts falling due within one year

7

18,859,847

57,052,223

NET CURRENT ASSETS/(LIABILITIES)

5,086,716

(12,078,822

)

TOTAL ASSETS LESS CURRENT LIABILITIES

14,560,859

(2,604,679

)

CREDITORS

Amounts falling due after more than one year

8

17,422,629

-

NET LIABILITIES

(2,861,770

)

(2,604,679

)

CAPITAL AND RESERVES

Called up share capital

10

100

100

Retained earnings

(2,861,870

)

(2,604,779

)

SHAREHOLDERS' FUNDS

(2,861,770

)

(2,604,679

)

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 26 November 2021 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 has the continued support of other companies within the group that form the majority of its creditors.

The company is owner of WELink Group Solara4 project in Portugal, the construction of which is now complete and it is at final testing stage.

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 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

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 (2019 - NIL).

4.	AUDITORS' REMUNERATION

31.12.20

31.12.19

£

£

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

3,900

6,000

Accountancy

3,900

6,000

5.	FIXED ASSET INVESTMENTS

Unlisted

investments

£

COST

At 1 January 2020

and 31 December 2020

9,474,143

NET BOOK VALUE

At 31 December 2020

9,474,143

At 31 December 2019

9,474,143

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

31.12.20

31.12.19

£

£

Amounts falling due within one year:

Amounts owed by related parties

100

44,973,005

Other debtors

50

-

150

44,973,005

Amounts falling due after more than one year:

Amounts owed by related parties

23,945,995

-

Aggregate amounts

23,946,145

44,973,005

Of the above aggregate amounts, £23,945,995 (2019: £44,972,905) relates to Solara4,S.A., a wholly owned subsidiary.

£23,945,995 (2019: £7,739,987) relates to an intercompany loan agreement that carries an interest rate of 4% per year.

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.20

31.12.19

£

£

Trade creditors

3,080

-

Amounts owed to related parties

18,844,630

17,358,093

Tax

4,337

3,559

Other creditors

-

39,678,571

Accrued expenses

7,800

12,000

18,859,847

57,052,223

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 was shown within other creditors within note 8 to the accounts in the prior period.

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.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31.12.20

31.12.19

£

£

Amounts owed to group undertakings

17,422,629

-

9.	SECURED DEBTS

The following secured debts are included within creditors:

31.12.20

31.12.19

£

£

Other creditor

-

39,580,314

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

31.12.20

31.12.19

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 13th October 2020 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 Italy (UK) Holdings Limited

Common ultimate controlling party

£100

WELink Energy (U.K.) Limited

Common ultimate controlling party

(£43,040

)

Solara4,S.A.

Subsidiary

£23,945,995

WELink Investments (Ireland) Limited

Common ultimate controlling party

(£614,111

)

WELink Energy Investments Portugal (UK) Limited

Controlling Party

(£18,187,479

)

WELink Finance 2 Limited

Common ultimate controlling party

(£17,422,629

)

14.	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