DJ Clean Invest Africa Plc Interim Results to 31 March 2018
TIDMCIA
29 June 2018
CLEAN INVEST AFRICA PLC
("CIA" or the "Company")
INTERIM RESULTS FOR THE PERIOD 18 SEPTEMBER 2017 TO 31 MARCH 2018
CHIEF EXECUTIVE OFFICER STATEMENT
I am pleased to report that trading in the Company's (NEX: CIA) Ordinary Shares
commenced at 8:00 a.m. on 14 November 2017 on the NEX Exchange Growth Market
("Admission"), under the ticker CIA and ISIN number GB00BF52QX07.
With Admission operational and process systems have been established to
identify, evaluate and manage investments. This has led to the identification
of a robust investment pipeline in line with the criteria set out in the
Admission Document.
On 12 February 2018 the Company announced its first investment. The Company
signed an investment agreement for US$500,000 with privately held CoalTech LLC
("CoalTech"), a Delaware limited liability company, and its sister company,
Coal Agglomeration South Africa (Pty) Ltd ("CASA"), which will give CIA
shareholders exposure to a commercial and scalable technology applied to the
remediation of waste coal fines. The technology produces a high quality,
saleable energy source from what would otherwise be a problematic waste
product. We are very excited about the potential market for CoalTech technology
and have been impressed by the CoalTech management team's track record in
managing and implementing projects of this type.
CoalTech has the potential to have significant positive environmental and
social impacts. The Company will evaluate, measure and monitor this in
association with CoalTech.
The Company is continuing to seek new investments in line with the criteria as
defined in our Admission document.
FINANCIALS
The financial results for the period 18 September 2017 to 31 March 2018 show a
loss after taxation of GBP79,412.
The interim results have not been reviewed by the Company auditor.
OUTLOOK
I am pleased with the progress made in this initial six months, the investment
made and look forward to continuing to seek new investment opportunities. We
look forward to providing investors with detail on further progress in due
course.
Sam Preece
Executive Director
29 June 2018
The Directors of the Company accept responsibility for the content of this
announcement.
ENQUIRIES:
Company
Clean Invest Africa PLC
Sam Preece - Executive Director
Telephone: 020 3130 0674
Corporate Adviser
Peterhouse Capital Limited
Guy Miller
Telephone: 020 7220 9795
CLEAN INVEST AFRICA PLC
INCOME STATEMENT FOR THE PERIOD 18 SEPTEMBER 2017 TO 31 MARCH 2018
2018
Notes Unaudited
GBP
Revenue -
Cost of sales -
Gross profit -
Administrative expenses (79,614)
Operating loss (79,614)
Finance income 202
Finance costs -
Loss before taxation (79,412)
Taxation -
Loss for the financial year attributable to the Company's (79,412)
equity shareholders
Loss per share from operations
Basic and diluted loss per share (GBP) 2 0.0006
STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD 18 SEPTEMBER 2017 TO 31 MARCH
2018
2018
Unaudited
GBP
Loss for the period (79,412)
Total comprehensive loss for the period attributable to the (79,412)
Company's equity shareholders
The accompanying notes form an integral part of these interim financial
statements.
CLEAN INVEST AFRICA PLC
BALANCE SHEET AS AT 31 MARCH
2018
Notes Unaudited
Assets GBP
Non-current assets:
Financial assets at fair value 3 372,003
through other comprehensive income
Total non-current assets 372,003
Current assets:
Cash and cash equivalents 500,699
Total current assets 500,699
Total assets 872,702
Equity and liabilities
Capital and reserves attributable
to equity shareholders:
Share capital 4 390,250
Share premium 132,092
Accumulated loss (79,412)
Total equity 442,930
Current liabilities:
5
Trade and other payables 429,772
Total equity and liabilities 872,702
The accompanying notes form an integral part of these interim financial
statements.
CLEAN INVEST AFRICA PLC
STATEMENT OF CHANGES IN EQUITY AS AT 31 MARCH
Share Share Retained
capital premium earnings Total
GBP GBP GBP GBP
For the period ended 31 March
2018
Loss for the period - - (79,412) (79,412)
Total comprehensive income - - (79,412) (79,412)
Issue of shares 390,250 198,750 - 589,000
Cost of share issue - (66,658) - (66,658)
Balance at 31 March 2018 390,250 132,092 (79,412) 442,930
The accompanying notes form an integral part of these interim financial
statements.
CLEAN INVEST AFRICA PLC
STATEMENTS OF CASH FLOWS FOR THE PERIOD 18 SEPTEMBER 2017 TO 31 MARCH 2018
2018
Notes Unaudited
GBP
Cash used in operating activities:
Loss for the period before tax (79,614)
Finance income 202
Increase in trade and other payables 5 57,769
Cash inflow from operating activities (21,643)
Cash flow from financing activities:
Issue of shares 4 589,000
Cost of shares issued (66,658)
Net cash generated from financing activities 522,342
Net increase in cash and cash equivalents 500,699
Cash and cash equivalents at beginning of period -
Cash and cash equivalents at end of period 500,699
The accompanying notes form an integral part of these interim financial
statements.
CLEAN INVEST AFRICA PLC
NOTES TO THE INTERIM RESULTS
1. Principal Accounting Policies
Company information
Clean Invest Africa plc is a public limited company incorporated and domiciled
in the United Kingdom.
Basis of preparation
The interim financial statements for Clean Invest Africa plc have been prepared
on the basis of the accounting policies set out below, which comply with
International Financial Reporting Standards as adopted for use in the European
Union ("IFRS"). The financial information for the period ended 31 March 2018 is
unaudited.
IFRS is subject to amendment and interpretation by the International Accounting
Standards Board ("IASB") and the IFRS Interpretations Committee and there is an
on-going process of review and endorsement by the European Commission.
The interim financial statements have been prepared on a going concern basis.
Management believes the Company has sufficient funds to continue as a going
concern for at least 12 months from the end of the reporting period.
The principal accounting policies set out below have been consistently applied
to all periods presented.
Finance income and costs
Interest is recognised using the effective interest method which calculates the
amortised cost of a financial asset or liability and allocates the interest
income or expense over the relevant period. The effective interest rate is the
rate that exactly discounts estimated future cash receipts or payments through (MORE TO FOLLOW) Dow Jones Newswires
June 29, 2018 09:34 ET (13:34 GMT)
DJ Clean Invest Africa Plc Interim Results to 31 -2-
the expected life of the financial asset or liability to the net carrying
amount of the financial asset or liability.
Impairment of non-financial assets including goodwill
For the purposes of impairment testing, goodwill is allocated to each of the
Company's cash-generating units (or groups of cash-generating units) that is
expected to benefit from the synergies of the combination. Each unit to which
goodwill is allocated represents the lowest level within the entity at which
the goodwill is monitored for internal management purposes. Goodwill is
monitored at the operating segment level.
A cash-generating unit to which goodwill has been allocated is tested for
impairment annually, or more frequently when there is indication that the unit
may be impaired.
At each balance sheet date, the Directors review the carrying amounts of the
Company's tangible and intangible assets, other than goodwill, to determine
whether there is any indication that those assets have suffered an impairment
loss. If any such indication exists, the recoverable amount of the asset is
estimated in order to determine the extent of the impairment loss, if any.
Where the asset does not generate cash flows that are independent from other
assets, the Company estimates the recoverable amount of the cash-generating
unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in
use. In assessing value in use, the estimated future cash flows are discounted
to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the
asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset or cash-generating unit is estimated to
be less than its carrying amount, the carrying amount of the asset or
cash-generating unit is reduced to its recoverable amount. If the recoverable
amount of a cash-generating unit is less than its carrying amount, the
impairment loss is allocated first to reduce the carrying amount of any
goodwill allocated to the unit and then to the other assets of the unit pro
rata based on the carrying amount of each asset in the unit.
An impairment loss is recognised as an expense immediately.
An impairment loss recognised for goodwill is not reversed in subsequent
periods.
Where an impairment loss subsequently reverses, the carrying amount of the
asset or cash-generating unit is increased to the revised estimate of its
recoverable amount, but so that the increased carrying amount does not exceed
the carrying amount that would have been determined had no impairment loss been
recognised for the asset or cash-generating unit in prior periods. A reversal
of an impairment loss is recognised in the Income Statement immediately.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand, deposits held at call with
banks and other short-term highly liquid investments with original maturities
of three months or less.
Financial instruments
Financial assets and financial liabilities are recognised when the Company
becomes a party to the contractual provisions of the financial instrument.
Financial assets and financial liabilities are measured initially at fair value
plus transactions costs. Financial assets and financial liabilities are
measured subsequently as described below.
Financial assets
The Company classifies its financial assets as 'loans and receivables'. The
Company assesses at each balance sheet date whether there is objective evidence
that a financial asset or a group of financial assets is impaired.
Loans and receivables are non-derivative financial assets with fixed or
determinable payments that are not quoted in an active market. They are
included in current assets, except for maturities greater than 12 months after
the balance sheet date, which are classified as non-current assets. Loans and
receivables are classified as 'trade and other receivables' in the Balance
Sheet.
Trade receivables are recognised initially at fair value and subsequently
measured at amortised cost using the effective interest method, less provision
for impairment.
A provision for impairment of trade receivables is established when there is
objective evidence that the Company will not be able to collect all amounts due
according to the original terms of the receivables. Significant financial
difficulty, high probability of bankruptcy or a financial reorganisation and
default are considered indicators that the trade receivable is impaired. The
amount of the provision is the difference between the asset's carrying amount
and the present value of the estimated future cash flows discounted at original
effective interest rate. The loss is recognised in the Income Statement. When a
trade receivable is uncollectible, it is written off against the allowance
account for trade receivables. Subsequent recoveries of amounts previously
written off are credited in the Income Statement.
Financial assets are derecognised when the contractual rights to the cash flows
from the financial asset expire, or when the financial asset and all
substantial risks and rewards are transferred.
Financial liabilities
The Company's financial liabilities include trade and other payables and
borrowings.
Trade payables and borrowings are recognised initially at fair value and
subsequently measured at amortised cost using the effective interest method.
A financial liability is derecognised when it is extinguished, discharged,
cancelled or expires.
Current taxation
Current taxation for the Company is based on the local taxable income at the
local statutory tax rate enacted or substantively enacted at the balance sheet
date and includes adjustments to tax payable or recoverable in respect of
previous periods.
Deferred taxation
Deferred taxation is calculated using the liability method, on temporary
differences arising between the tax bases of assets and liabilities and their
carrying amounts in the consolidated financial statements. However, if the
deferred tax arises from the initial recognition of an asset or liability in a
transaction other than a business combination that at the time of the
transaction affects neither accounting nor taxable profit or loss, it is not
accounted for. Deferred tax is determined using tax rates and laws that have
been enacted or substantively enacted by the balance sheet date and are
expected to apply when the related deferred tax asset is realised, or the
deferred tax liability is settled.
Deferred tax liabilities are provided in full.
Deferred tax assets are recognised to the extent that it is probable that
future taxable profits will be available against which the temporary
differences can be utilised.
Changes in deferred tax assets or liabilities are recognised as a component of
tax expense in the Income Statement, except where they relate to items that are
charged or credited directly to equity in which case the related deferred tax
is also charged or credited directly to equity.
Deferred income tax assets and liabilities are offset when there is a legally
enforceable right to offset current tax assets against current tax liabilities
and when the deferred income tax assets and liabilities relate to income taxes
levied by the same taxation authority on either the same taxable entity or
different taxable entities where there is an intention to settle the balances
on a net basis.
Foreign currency
Transactions in foreign currencies are recorded at the rate ruling at the date
of the transaction. Monetary assets and liabilities denominated in foreign
currencies are translated at the rate of exchange ruling at the year-end date.
All differences are taken to the Income Statement.
Assets and liabilities of subsidiaries that have a functional currency
different from the presentation currency (pound sterling), if any, are
translated at the closing rate at the date of each balance sheet presented.
Income and expenses are translated at average exchange rates. All resulting
exchange differences are recognised in other comprehensive income (loss), if
any.
Equity
Equity comprises the following:
* "Share capital" represents amounts subscribed for shares at nominal value.
* "Share premium" represents amounts subscribed for share capital, net of
issue costs, in excess of nominal value.
* "Retained earnings" represents the accumulated profits and losses
attributable to equity shareholders.
International Financial Reporting Standards in issue but not yet effective
At the date of authorisation of these financial statements, the IASB and IFRS
Interpretations Committee have issued standards, interpretations and amendments
which are applicable to the Company.
Whilst these standards and interpretations are not effective for, and have not
been applied in the preparation of, these financial statements, the following
may have an impact going forward:
New/Revised International Financial Reporting Effective Date: Annual EU
Standards periods beginning on or adopted
after:
IFRS 9 Financial Instruments: Classification 1 January 2018 Yes
and Measurement
IFRS 15 Revenue from Contracts with Customers 1 January 2018 Yes
IFRS 9 "Financial instruments" addresses the classification and measurement of
financial assets and financial liabilities. The complete version of IFRS 9 was
issued in July 2014. It replaces the guidance in IAS 39 that relates to the
classification and measurement of financial instruments. IFRS 9 retains but
simplifies the mixed measurement model and establishes three primary
measurement categories for financial assets: amortised cost, fair value through
other comprehensive income (OCI) and fair value through profit or loss. The (MORE TO FOLLOW) Dow Jones Newswires
June 29, 2018 09:34 ET (13:34 GMT)
DJ Clean Invest Africa Plc Interim Results to 31 -3-
basis of classification depends on the entity's business model and the
contractual cash flow characteristics of the financial asset. Investments in
equity instruments are required to be measured at fair value through profit or
loss with the irrevocable option at inception to present changes in fair value
in OCI. There is now a new expected credit loss model that replaces the
incurred loss impairment model used in IAS 39. For financial liabilities, there
were no changes to classification and measurement except for the recognition of
changes in credit risk in other comprehensive income, for liabilities
designated at fair value through profit or loss. Contemporaneous documentation
is still required but is different to that currently prepared under IAS 39.
Management are currently assessing the standard's full impact but believes
there may be some impact on the financial instruments held by the Company.
IFRS 15 is intended to introduce a single framework for revenue recognition and
clarify principles of revenue recognition. This standard modifies the
determination of when to recognize revenue and how much revenue to recognize.
The core principle is that an entity recognizes revenue to depict the transfer
of promised goods and services to the customer of an amount that reflects the
consideration to which the entity expects to be entitled in exchange for those
goods or services. Due to the stage of the projects the company is engaged in
Management do not believe this will have a material impact on the financial
statements.
Critical accounting judgements and key sources of estimation uncertainty
The preparation of financial statements in conformity with International
Financial Reporting Standards as adopted by the EU requires management to make
estimates and judgements that affect the reported amounts of assets and
liabilities as well as the disclosure of contingent assets and liabilities at
the balance sheet date and the reported amounts of revenues and expenses during
the reporting period.
Estimates and judgements are continually evaluated and are based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances.
The company did not need to apply any significant judgements in applying the
accounting policies of the Company that have an effect on the financial
statements:
2. Earnings per share
Basic earnings per share is calculated by dividing the earnings attributable to
Ordinary Shareholders by the weighted average number of Ordinary Shares
outstanding during the period.
The Company does not have any potentially dilutive shares in any of the periods
presented, therefore the basic and diluted earnings per share are the same.
Basic earnings per share
2018
Unaudited
GBP
Total basic loss per share 0.0006
The losses and weighted average number of Ordinary Shares used in the
calculation of basic earnings per share are as follows:
2018
Unaudited
GBP
Loss used in the calculation of total basic and diluted (79,412)
earnings per share
2018
Number of shares Unaudited
Weighted average number of Ordinary Shares for the 129,441,237
purposes of basic earnings per share
3. Financial assets
Financial assets at fair value through other comprehensive income (FVOCI)
31 March
2018
Unaudited
GBP
Equity securities - energy sector 372,003
372,003
On 12 February the Company announced it had signed an investment agreement with
privately held CoalTech LLC ("CoalTech"), a Delaware limited liability company,
and its sister company, Coal Agglomeration South Africa (Pty) Ltd ("CASA"),
which will give CIA shareholders exposure to a commercial and scalable
technology applied to the remediation of waste coal fines. The technology
produces a high quality, saleable energy source from what would otherwise be a
problematic waste product. Under the terms of the investment agreement CIA will
invest US$500,000 (GBP372,003) in return for a 2.5% holding in the ordinary share
capital of CASA and will also be awarded an equivalent shareholding in
CoalTech.
The investment was subsequently completed, and the acquisition consideration
transferred to CoalTech on 8 May 2018.
4. Share capital
31 March
2018
Unaudited
Allotted, issued, and fully paid GBP
Ordinary shares of 0.0025 each
Opening balance -
Allotments:
18 September 2017 - shares issued at 50,000
0.25p each
26 October 2017 - shares issued at 9,000
0.25p each
26 October 2017 - shares issued at 331,250
0.4p each resulting in premium of GBP
198,750
Closing balance 390,250
31 March
2018
Unaudited
Allotted, issued, and fully paid No
Ordinary shares of 0.0025 each
Opening balance -
Allotments:
18 September 2017 - shares issued at 20,000,000
0.25p each
26 October 2017 - shares issued at 3,600,000
0.25p each
26 October 2017 - shares issued at 132,500,000
0.4p each resulting in premium of GBP
198,750
Closing balance 156,100,000
5. Trade and other payables
31 March
2018
Unaudited
GBP
Trade payables 4,969
Other payables 422,003
Accruals 2,800
429,772
6. Related party transactions
In the period ended 31 March 2018 GBP30,000 was paid to Mr N Lyons for his
services as a director of the Company, GBP6,000 was paid to Firmitas Energy
Advisers Limited in relation to Dr A Matharu's services as a director of the
Company and GBP7,500 was paid to Arkosund Consulting Group Limited in relation to
Mr S Preece's services as a director of the Company.
There were no amounts outstanding to or from the Company at the period end.
END
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