Dear 12B/A investors.
You are receiving this newsletter as an investor in one of our 12B/A Limited Partnerships.
Welcome to our final update of the year. Following a period of strong operational performance, our focus now sharpens on implementing a key strategic move for 2026: optimising the structure of your investment for greater security and long-term value.
TL;DR
- Currrent year: All partnerships estimated to meet investor targets as per our original investor forecasts.
- 2026: We envisage restructuring the En Commandite Partnerships into a consolidated Energy Company (further details provided below). This restructuring will benefit investors (who will become the shareholders). by enhancing overall risk management and providing diversified exposure across a portfolio of solar assets, rather than being subject to the performance and risks of individual projects.
Consolidating the portfolio during 2026
As you may be aware, Futureneers Energy has already successfully launched seven Section 12B/A En Commandite Partnerships over the past few years, in which each of you participates as a Limited Partner in one or more of these investment vehicles.
From the outset, our long-term strategy has been clear - to protect our investors by gradually consolidating the various energy assets held across these partnerships into a single, larger, and more diversified portfolio. As part of this consolidation process, we intend to transition investors’ current exposure (held through the partnership structures) into equity participation within a single energy asset owning company
This shift will meaningfully enhance investor protection. While the En Commandite Partnership model has served us well (and effectively allows investors to receive a very attractive upfront tax benefit in their own personal capacity), it inherently carries a higher degree of debt and liability exposure, as creditors can, in certain circumstances, seek recourse against the pro rata owners of the partnership’s assets. By contrast, housing the same assets and liabilities within a company structure limits that exposure through the “corporate veil”, effectively insulating shareholders from personal liability. In simpler terms: the company becomes a protective layer between investors and creditors, preserving your investment interest while removing the risk of personal liability. The consolidated company structure is also easier to administer and may lead to improved after tax distributions to investors.
As we move into 2026, it is our intention to consolidate the various partnerships into the company structure, effective from the new tax year starting 1 March 2026. The February 2026 tax year will therefore be the last tax year, where you will pay tax in your own name, and receive cash distributions from the partnerships. From 1 March 2026 onwards, the tax liability will be absorbed by the company, and you will receive dividend distributions from the company. The targeted returns remain the same, while we may even see improved long-term cash distributions from saving in administrative expenses once the cost to consolidate the structure has been absorbed..
Please expect more detailed information on the proposed structure amendments in the new year, probably during February 2026. For now, the proposed restructuring will not have any impact on your existing investments for the tax year to end 28 February 2026.
Feedback on the various portfolio assets
In light of the anticipated consolidation above, we will already in this newsletter start providing feedback to all our investors in respect of all the various solar assets rather than just ring-fencing news to specific partnerships and specific solar assets
While the broader energy landscape continues to shift and surprise, our portfolio has once again demonstrated its ability to hold steady through it all. Overall, performance across the board was consistent with expectations and budgets, with a few operational highlights, a couple of lessons learned, and challenges managed along the way.
Here’s a closer look at how things have been unfolding on the ground.
Nicolor (4.3 MW)
As part of the Feb 24 Partnerships
If there’s one asset that continued to shine over the past year, it was Nicolor, the gold processing plant in the North-West, also being our largest portfolio asset. The structure of our power purchase agreements continues to work in our favour, keeping revenue consistent even when production dips temporarily. Looking ahead, we expect Nicolor to remain a cornerstone asset in the portfolio. With higher than anticipated gold prices, the offtaker’s business remains strong and profitable.
Western Cape Portfolio (Groenvlei, Huis Stilbaai, Doornekraal: 566 kWp)
As part of the Feb 24 Partnerships
The Western Cape sites have maintained steady performance, despite another quarter of mixed weather. At Huis Stilbaai some minor technical issues reported previously have now been fully resolved. Groenvlei and Doornekraal continue to track close to expectations, supported by the improvements to our feed-in and minimum-billing arrangements, which help smooth out monthly variations. With systems now running reliably, this cluster remains one of our most consistent performers in the group.
AdvTech (2.6 MW)
As part of the Feb 25 Partnerships
The AdvTech portfolio, with its national footprint, continues to demand a lot of operational attention. Several of the sites experienced supplier-related issues and periods of technical underperformance, which impacted output during the quarter. We’ve responded decisively by appointing new contractors to construct the last few phases of projects, implementing new management and monitoring systems, improving visibility, and strengthening on-site maintenance coordination. In addition, we also appointed new operations and maintenance operators. These enhancements are already showing early signs of improvement. While performance lagged expectations in some regions, we’re confident these changes will lead to a stronger, more predictable second half of the year. Also important to note is that although this portfolio has underperformed in the first part of the roll-out, we are very confident that the improved results in the last few months, and the very blue chip nature of the offtaker, being a JSE listed educational provider, will in the long-term add significant value to any consolidated energy asset portfolio.
Le Domaine (800 kWp)
As part of the Feb 25 Partnerships
Le Domaine has settled into a comfortable rhythm. Following its challenging commissioning earlier in the year as a result of bad weather, generation has been stable and in line with projections. Feedback from the residents and management team remains positive, and the site has proven to be both technically sound and well-maintained. The shortfalls in generation for the first few months of operations have been recovered from the contractor by way of retention withheld and we aim to meet the budget for year one.
Decentral
As part of the Feb 25 Partnerships
Some partnerships also have investment exposure to the Decentral Energy Fund, which comprises a wide variety of well diversified solar assets with a priority profit allocation to investors. Decentral’s management team has indicated that year-end priority profit distributions are in line with expectations.
Collins Property Group Assets (1.3 MW)
New assets to be added as part of the Feb 2026 Partnerships
Also worthwhile to note is that Futureneers Energy acquired a portfolio of energy assets currently generating energy in terms of power purchase agreements concluded with the Collins group, a listed property entity. These assets will be included in the current year’s 12B Partnerships and also be rolled over to the consolidated energy portfolio from 1 March 2026. Providing all of our existing 12B/A En Commandite Partnership Limited Partners also access to the future benefits related to these blue-chip assets.
Conclusion & Looking Ahead
What does it all mean? For you as an investor, it simply means:
- For the tax year forecast to end 28 February 2026, we are on target to make cash distributions to investors as per original forecasts. Your net distribution after tax is therefore expected to be the same or exceed our original estimates.
- From the 2027 tax year onwards - we anticipate much of the same, just in another simplified and more investor friendly structure. Your targeted returns will not be negatively impacted by the new structure (and expected to improve in the long-term), and tax and dividend distributions will be simplified by the new consolidated company structure.
Final remarks
Thank you, as always, for your trust, support, and thoughtful engagement. Should you have any questions, please contact us at any time.
Warm regards, from your Futureneers Energy Team
Jaco, Deon, James, Robbi and Mike