Published on 6/11/2020 • Category:
Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 until the release of this announcement.
6 November 2020
Clean Invest Africa Plc
("Clean Invest Africa" or the "Company")
AUDITED RESULTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019Clean Invest Africa Plc (AQSE: CIA), the AQUIS Stock Exchange Growth Market quoted (“AQSE Growth Market”, previously the NEX Exchange Growth Market) clean technology and renewable energy investment company, has today published its Audited Report & Accounts for the 12 months to 31 December 2019. The audited accounts will shortly be available on the Company’s website, at www.cleaninvestafrica.com .
As announced on 4 July 2019, the Company completed the acquisition of the remaining 97.5% of CoalTech Limited (“CoalTech”) and Coal Agglomeration South Africa (Pty) Ltd. (“CASA”), that the Company did not already own, and subject to certain approvals from the South African Reserve Bank ("SARB") . Trading in Clean Invest Africa’s ordinary shares resumed on 4 July 2019 on the AQSE Growth Market after its suspension on 11 January 2019.
The financial results of the Group for the year ended 31 December 2019 show a loss after taxation of £9,133,485 (2018: loss of £1,100,645).
Since re-admission to the AQSE Growth Market, the Company announced on 3 December 2019 that the final tranche of the Consideration Shares in respect of CoalTech were issued, while a further 13,291,745 Ordinary Shares are ready to be issued to the remaining South African Resident Sellers once the necessary approvals for CASA from the SARB have been granted. The Company therefore currently owns 100% of CoalTech and 75% of CASA.
On 7 January 2020, the Company appointed Shaikh Mohamed Abdulla Khalifa AlKhalifa as the Non-Executive Chairman and confirmed Filippo Fantechi’s appointment as the Chief Executive Officer.
The Directors are pleased with the progress made in this period, notwithstanding the recent impacts on the Group’s business of the COVID-19 pandemic, and look forward to continuing to update shareholders on the progress of the Group and the exciting prospects ahead, some of which are developing reasonably fast. We continue to seek new investment opportunities and will advise shareholders as they come to fruition.
Shaikh Mohamed, Non-Executive Chairman, commented "Having successfully concluded the corporate reorganisation of CIA through its acquisition of the CoalTech Group and its readmission to trading on the AQUIS Exchange, we are excited to be focussed on the operating business of the newly created group. These operating businesses continue to have strong prospects particularly through international expansion and we look forward to continuing to update shareholders on future events”.
The Directors note the following from the auditors report:
“We draw attention to note 2 in the financial statements, which indicates that the group incurred a net loss of £9.1m during the year ended 31 December 2019 and, as of that date, the group had net current liabilities of £2.6m. The revenue forecasted for the group is not certain and therefore the group may be required to raise additional funds by way of either equity or debt. As stated in note 2, these events or conditions indicate that a material uncertainty exists that may cast significant doubt on the group’s and company’s ability to continue as a going concern.”
The Directors do not recommend the payment of a dividend for the year ended 31 December 2019.
The Directors of the Company accept responsibility for the contents of this announcement.
ENQUIRIES:
Company
Clean Invest Africa PLC
Filippo Fantechi, Director
Telephone: +973 3969 6273
Corporate Adviser
Peterhouse Capital Limited
Guy Miller/Mark Anwyl
Telephone: +44 20 7220 9795
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2019
GBP 2019 2018
Revenue 347 -
Cost of sales (93) -
Gross profit 254 -
Other income 217 512
Operating costs (1,382,089) (1,024,960)
Fair value of share options and warrants (3,222,182) -
Reverse acquisition cost (4,544,161) -
Unrealised foreign exchange revaluation on amounts 24,639 (78,193)
due to a related party
Operating loss (9,123,322) (1,102,641)
Finance income 4 1,996
Finance costs (10,167) -
Loss before tax (9,133,485) (1,100,645)
Taxation - -
Loss after tax (9,133,485) (1,100,645)
Other comprehensive income
Items that will be reclassified to profit or loss
Currency translation differences 49,779 (11,563)
Total comprehensive loss for the year (9,083,706) (1,112,208)
Earnings per share expressed
in pence per share:
Basic and diluted (0.99) (0.80)
Consolidated Statement of Financial Position
as at 31 December 2019
GBP 31 Dec 2019 31 Dec 2018
Assets
Non-current assets
Property, plant and equipment 494,758 433,198
Right-of-use assets 30,506 -
Investments 5,247 -
Total non-current assets 530,511 433,198
Current assets
Inventory 8,766 25,067
Trade and other receivables 112,904 27,633
Amounts due from related parties 3,431,989 3,619,661
Cash and cash equivalents 13,231 48,444
Total current assets 3,566,890 3,720,805
Total assets 4,097,401 4,154,003
Equity and liabilities
Equity
Share capital 2,844,413 19,841
Share premium reserve 24,623,938 383,689
Share to be issued 332,294 -
Convertible loans 134,388 -
Share-based payment reserve 3,222,182 -
Currency translation reserve 83,041 (11,906)
Reverse takeover reserve (23,050,570) -
Accumulated losses (10,243,363) (1,109,878)
Total equity (2,053,677) (718,254)
Liabilities
Current liabilities
Trade and other payables 1,142,194 350,745
Lease liabilities 6,731 -
Amounts due to related parties 4,975,564 4,521,512
Total current liabilities 6,124,489 4,872,257
Non-current liabilities
Lease liabilities 26,589 -
Total non-current liabilities 26,589 -
Total liabilities 6,151,078 4,872,257
Total equity and liabilities 4,097,401 4,154,003
Company Statement of Financial Position
as at 31 December 2019
GBP 31 Dec 2019 30 Sep 2018
Assets
Non-current assets
Investment 4,744,225 358,362
Total non-current assets 4,744,225 358,362
Current assets
Trade and other 73,579 5,080
receivables
Cash and cash equivalents 6,004 68,602
Total current assets 79,583 73,682
Total assets 4,823,808 432,044
Equity and liabilities
Equity
Share capital 2,844,413 402,750
Share premium 24,623,938 210,750
Shares to be issued 332,294 -
Convertible loans 134,388 -
Share-based payment reserve 3,222,182 -
Accumulated losses (26,613,901) (204,078)
Total equity 4,543,314 409,422
Liabilities
Current liabilities
Trade and other payables 280,494 22,622
Total liabilities 280,494 22,622
Total equity and liabilities 4,823,808 432,044
Group Statement of Changes in Equity
for the year ended 31 December 2019
GBP Share Share Shares Convertible Share-based Reverse Currency Accumulated Total
capital premium to be loans payment takeover translation losses equity
issued reserve reserve reserve
1 January 19,841 383,689 - - - - (11,906) (1,109,878) (718,254)
2019
Loss for the - - - - - - - (9,133,485) (9,133,485)
year
Other
comprehensive
income:
Currency - - - - - - 49,779 - 49,779
translation
differences
Total - - - - - - 49,779 (9,133,485) (9,083,706)
comprehensive
income
CoalTech (19,841) (383,689) - - - 310,212 45,168 - (48,150)
Group share
capital
transfer to
reverse
takeover
reserve
Recognition 402,750 210,750 - - - 3,772,363 - - 4,385,863
of the
Company share
capital at
reverse
acquisition
Issue of 2,436,441 24,364,410 332,294 - - (27,133,145) - - -
shares for
acquisition
of CoalTech
Group
Shares issued 5,222 48,778 - - - - - - 54,000
by the
Company since
acquisition
Convertible - - - 134,388 - - - - 134,388
loans issued
Share-based - - - - 3,222,182 - - - 3,222,182
payment
Total 2,824,572 24,240,249 332,294 134,388 3,222,182 (23,050,570) 45,168 - 7,748,283
transactions
with owners
recognised in
equity
31 December 2,844,413 24,623,938 332,294 134,388 3,222,182 (23,050,570) 83,041 (10,243,363) (2,053,677)
2019
Group Statement of Changes in Equity
for the year ended 31 December 2019 (continued)
GBP Share Share Shares Share-based Reverse Currency Accumulated Total
capital premium to be payment takeover translation losses equity
issued reserve reserve reserve
1 January 59 - - - - (343) (9,233) (9,517)
2018
Loss for the - - - - - - (1,100,645) (1,100,645)
year
Other
comprehensive
income
Currency - - - - - (11,563) - (11,563)
translation
differences
Total - - - - - (11,563) (1,100,645) (1,112,208)
comprehensive
income
Issue of 19,782 383,689 - - - - - 403,471
shares
Total 19,782 383,689 - - - - - 403,471
transactions
with owners
recognised in
equity
31 December 19,841 383,689 - - - (11,906) (1,109,878) (718,254)
2018Company Statement of Changes in Equity
for the year ended 31 December 2019
GBP Share Share Shares Convertible Share-based Accumulated Total equity
capital premium to be loans payment losses
issued
1 October 402,750 210,750 - - - (204,078) 409,422
2018
Loss for the - - - - - (26,409,823) (26,409,823)
period
Other - - - - - - -
comprehensive
income
Total - - - - - (26,409,823) (26,409,823)
comprehensive
income
Issue of 2,441,663 24,413,188 332,294 - - - 27,187,145
shares
Share-based - - - - 3,222,182 - 3,222,182
payment
Convertible - - - 134,388 - - 134,388
loans issued
Total 2,441,663 24,413,188 332,294 134,388 3,222,182 - 30,543,715
transactions
with owners
recognised in
equity
31 December 2,844,413 24,623,938 332,294 134,388 3,222,182 (26,613,901) 4,543,314
2019
Loss for the - - - - - (204,078) (204,078)
period
Other - - - - - - -
comprehensive
income
Total - - - - - (204,078) (204,078)
comprehensive
income
Issue of 402,750 236,250 - - - - 639,000
shares
Cost of - (25,500) - - - - (25,500)
shares issued
Total 402,750 210,750 - - - - 613,500
transactions
with owners
recognised in
equity
30 September 402,750 210,750 - - - (204,078) 409,422
2018Group Statement of Cash Flows
for the year ended 31 December 2019
GBP 2019 2018
Cash flows from operating activities
Cash utilised in operations (724,496) (807,311)
Finance 4 1,996
income
Finance costs (5,779) (584)
Exchange gain/(loss) 25,081 (11,601)
Net cash from operating activities (705,190) (817,500)
Cash flows from investing activities
Purchase of property, plant and equipment (75,280) (433,198)
Purchase of investments (5,247) -
Cash acquired on acquisition of
Clean Invest Africa plc 9,104 -
Cash acquired on the addition of the 4,709 -
subsidiary
Net cash from investing
activities (66,714) (433,198)
Cash flows from financing activities
Funding received from related
parties 635,192 4,521,512
Payment of related party
borrowings (7,995) (3,620,733)
Proceeds from issue of shares 54,000 390,057
Proceeds from convertible loan notes 61,000 -
Principal paid on lease
liabilities (5,506) -
Net cash from financing
activities 736,691 1,290,836
(Decrease) / increase in cash and cash equivalents (35,213) 40,138
Cash and cash equivalents at beginning of year 48,444 8,306
Cash and cash equivalents at end of year 13,231 48,444
Company Statement of Cash Flow
for the year ended 31 December 2019
GBP 2019 2018
Cash flows from operating activities
Loss before income tax (26,409,823) (204,078)
Impairment 22,747,282 -
Share based payment expense 3,222,182 -
Increase in trade and other receivables (68,499) (5,080)
Increase in trade and other payables 392,260 22,622
Net cash from operating activities (116,598) (186,536)
Cash flows from investing activities
Purchase of investments - (358,362)
Net cash from investing activities - (358,362)
Cash flows from financing activities
Proceeds from issue of shares 54,000 639,000
Issue costs - (25,500)
Net cash from financing activities 54,000 613,500
(Decrease) / increase in cash and cash equivalents (62,598) 68,602
Cash and cash equivalents at beginning of year 68,602 -
Cash and cash equivalents at end of year 6,004 68,602
END
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