Published on 30/9/2019 • Category:
TIDMCIA
30 September 2019
CLEAN INVEST AFRICA PLC
("CIA" or the "Company")
INTERIM RESULTS FOR THE PERIOD 1 OCTOBER 2018 TO 31 MARCH 2019
CHIEF EXECUTIVE OFFICER STATEMENT
I am pleased to present the interim results of the Company.
On 16 December 2018, the Company entered into a binding sale and purchase
agreement to conditionally acquire 97.5% of CoalTech Limited ("CoalTech") and
97.5% of Coal Agglomeration South Africa (Pty) Ltd ("CASA"). The Company
already owned the remaining shares in both CoalTech and CASA (each equating to
2.5% of the share capital of both CoalTech and CASA). The consideration for the
Acquisition amounted to approximately GBP27.16m and was partly satisfied by the
allotment of the Consideration Shares to the Non-South African Vendors, that
amounted to approximately GBP20.1m. For the period, most of the activities of the
Company were focused on closing that transaction. Post the end of the period
and following a General Meeting on 3 July 2019 where all resolutions were duly
passed unanimously, the transaction closed (the first closing and a subsequent
closing is anticipated - the remaining 256,845,316 SA Resident Vendor
Consideration Shares) and Admission became effective thereafter.
I am pleased with the progress made in this initial six months, the investment
made and look forward to continuing to update shareholders on the progress of
CoalTech and the exciting prospects ahead, some of which are developing
reasonably fast. We continue to seek new investment opportunities and will
advise shareholders if they come to fruition.
FINANCIALS
The interim financial results for the period 1 October 2018 to 31 March 2019
show a loss after taxation of GBP69,602.
The interim results have not been reviewed by the Company auditor.
The Company will now take steps to change its year end date 31 December, the
same year end of the CoalTech Group. Conscious that the Company was re-admitted
on 3 July 2019 to trading on the NEX Exchange, the next set of reporting will
be the audited year end results to 31 December 2019 for the combined accounts
of the CoalTech Group and the Company.
OUTLOOK
I am pleased with the progress made in this initial six months, the investment
made and look forward to continuing to update shareholders on the progress of
CoalTech and as we seek new investment opportunities in due course.
Filippo Fantechi
Executive Director
26 September 2019
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
Noel Lyons - Executive Director
Telephone: 020 7486 6558
Corporate Adviser
Peterhouse Capital Limited
Guy Miller
Telephone: 020 7220 9795
CLEAN INVEST AFRICA PLC
INCOME STATEMENT
FOR THE PERIOD 1 OCTOBER 2018 TO 31 MARCH 2019
For the period For the period
ending 31 March ending 30
2019 September 2018
Notes Unaudited Audited
GBP GBP
Revenue - -
Cost of sales - -
Gross profit - -
Administrative expenses (69,602) (204,415)
Operating loss (69,602) (204,415)
Finance income - 337
Finance costs - -
Loss before income tax (69,602) (204,078)
Income tax - -
Loss for the financial year (69,602) (204,078)
attributable to the
Company's equity shareholders
Loss per share from operations
Basic and diluted loss per share 2 (0.0004) (0.0015)
(GBP)
CLEAN INVEST AFRICA PLC
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD 1 OCTOBER 2017 TO 31 MARCH 2019
For the period For the period
ending 31 March ending 30
2019 September 2018
Notes Unaudited Audited
GBP GBP
Loss for the period (69,602) (204,078)
Other comprehensive income - -
Total comprehensive loss for the (69,602) (204,078)
period
attributable to the Company's
equity
shareholders
The accompanying notes form an integral part of these interim financial
statements.
CLEAN INVEST AFRICA PLC
STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2019
As at 31 March As at 30
2019 September 2018
Notes Unaudited Audited
GBP GBP
Assets
Non-current assets
Investment 3 358,362 358,362
Total non-current assets 358,362 358,362
Current assets
Trade and other receivables 4 8,263 5,080
Cash and cash equivalents 16,873 68,602
Total current assets 25,136 73,682
Total assets 383,498 432,044
Liabilities
Current liabilities
Trade and other payables 6 43,678 22,622
Total liabilities 43,678 22,622
Net current assets (18,542) 51,060
Net assets 339,820 409,422
Equity
Capital and reserves attributable to
equity shareholders:
Share capital 5 402,750 402,750
Share premium 5 210,750 210,750
Accumulated loss (273,680) (204,078)
Total equity 339,820 409,422
The accompanying notes form an integral part of these interim financial
statements.
CLEAN INVEST AFRICA PLC
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDING 31 MARCH 2019
Share Share Retained
capital premium earnings Total
GBP GBP GBP GBP
For the period ended 18 - - - -
September 2017
Issue of share capital 402,750 236,250 - 639,000
Cost of shares issued - (25,500) - (25,500)
Total comprehensive - - (204,078) (204,078)
loss for
the period
For the period ended 30 402,750 210,750 (204,078) 409,422
September 2018
Issue of share capital - - - -
Total comprehensive - - (69,602) (69,602)
loss for
the period
For the period ended 31 402,750 210,750 (273,680) 339,820
March 2019
The accompanying notes form an integral part of these interim financial
statements.
CLEAN INVEST AFRICA PLC
STATEMENTS OF CASH FLOWS
FOR THE PERIOD 1 OCTOBER 2018 TO 31 MARCH 2019
For the period For the period
ending 31 March ending 30
2019 September 2018
Notes Unaudited Audited
GBP GBP
Operating activities
Loss for the period before income tax (69,602) (204,078)
Increase in trade and other (3,183) (5,080)
receivables
Increase in trade and other payables 21,056 22,622
Net cash used in operating activities (51,729) (186,536)
Investing activities
Purchase of investments 3 - (358,362)
Net cash used in investing activities - (358,362)
Financing activities
Proceeds from issue of shares 5 - 639,000
Issue costs - (25,500)
Net cash generated from financing - 613,500
activities
Net increase in cash and cash (51,729) 68,602
equivalents
Cash and cash equivalents at 68,602 -
beginning of
period
Cash and cash equivalents at end of 16,873 68,602
period
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 ("the Company") 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 2019 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
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 it's 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
defaults 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:
a. "Share capital" represents amounts subscribed for shares at nominal
value.
b. "Share premium" represents amounts subscribed for share capital, net of
issue costs, in excess of nominal value.
c. "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: EU adopted
Standards Annual periods
beginning on
or adopted
after:
IAS 28 Investment in associates and joint 1 January 2019
ventures
IFRS 9 Financial instruments: Classification 1 January 2019 Yes
and measurement
IFRS 16 Leases 1 January 2019 Yes
Annual IFRS Standards 2015-2017 Cycle 1 January 2019 No
improvements
The impact of the above new/revised standards have not highlighted any
material future impact in the net results of the Company for the interim period
ending 31 March 2019.
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
For the period For the period
ending 31 March ending 30
2019 September 2018
GBP GBP
Total basic loss per share (0.0004) (0.0015)
The losses and weighted average number of Ordinary Shares used in the
calculation of basic earnings per share are as follows:
For the period For the period
ending 31 March ending 30
2019 September 2018
GBP GBP
Loss used in the calculation of total (69,602) (204,078)
basic and
diluted earnings per
share
For the period For the period
ending 31 March ending 30
2019 September 2018
Number of Number of
shares shares
Weighted average number of Ordinary 161,100,000 135,290,476
Shares
for the purposes of basic earnings
per share
3. Investment
As at 31 March As at 30
2019 September 2018
GBP GBP
Equity securities - energy 358,362 358,362
sector
On 8 May 2018, the Company invested to privately held CoalTech Limited
("CoalTech"), a limited liability company registered in England and Wales, and
its sister company, Coal Agglomeration South Africa (Pty) Ltd ("CASA"), a
company registered in South Africa, 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 (GBP358,362) in return for a
2.5% holding in the ordinary share capital of CASA and will also be awarded an
equivalent shareholding in CoalTech.
4. Trade and other receivables
As at 31 March As at 30
2019 September 2018
GBP GBP
Prepayments 6,063 5,080
Input VAT payment 2,200 -
8,263 5,080
5. Share capital
As at 31 March As at 30
2019 September 2018
GBP GBP
Allotted, issued, and fully paid
Ordinary shares of 0.0025 each
Opening balance 402,750 -
Allotments
18 September 2017 - shares issued at 0.25p each - 50,000
17 November 2017 - shares issued at 0.25p each - 9,000
17 November 2017 - shares issued at 0.4p each - 331,250
resulting in
premium of GBP 198,750
2 August 2018 - shares issued at 1.0p each - 12,500
resulting in
premium of GBP 37,500
Closing balance 402,750 402,750
As at 31 March As at 30
2019 September 2018
Number of Number of
shares shares
Allotted, issued, and fully paid
Ordinary shares of 0.0025 each
Opening balance 161,100,000 -
Allotments
18 September 2017 - shares issued - 20,000,000
at
0.25p each
17 November 2017 - shares issued at 0.25p each - 3,600,000
17 November 2017 - shares issued at 0.4p each - 132,500,000
resulting in premium of GBP 198,750
2 August 2018 - shares issued at 1.0p each - 5,000,000
resulting in premium of GBP 37,500
Closing balance 161,100,000 161,100,000
6. Trade and other payables
As at 31 March As at 30
2019 September 2018
GBP GBP
Trade payables 35,678 10,622
Accrued expenses 8,000 12,000
43,678 22,622
7. Related party transactions
During the period ended 31 March 2019, GBP12,000 (2018: GBP17,000 as director
of the Company and GBP25,000 for share placing commission) was paid to Mr Noel
Lyons for his services as a director of the Company, GBP2,941 (2018: GBP13,200)
was paid to Firmitas Energy Advisers Limited in relation to Dr Andrew Paul
Matharu's services as a director of the Company and GBP18,000 (2018: GBP25,500)
was paid to Arkosund Consulting Group Limited in relation to Mr Samuel Preece's
services as a director of the Company.
There were no amounts outstanding to or from the Company at the period end.
8. Events after the reporting period
Further to the binding sale and purchase agreement entered on 16 December 2018
and to the Deed of Variation to the sale and purchase agreement dated 2 July
2019 and following the General Meeting on 3 July 2019, the Company has
completed the allotment of the Consideration Shares to the Non-South African
Vendors of 731,022,842 new Ordinary Shares, there are now 892,122,842 Ordinary
Shares of GBP0.0025 each in issue.
Further to the shares trading suspension published on 11 January 2019, the
Company shares are re-admitted back to the NEX Exchange Growth Market on 4 July
2019.
END
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