Published on 3/12/2021 • Category:
CLEAN INVEST AFRICA PLC
("Clean Invest Africa", the “Group” or the "Company")
AUDITED RESULTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2020
Review of business and future developments
The financial results of the Group for the year ended 31 December 2020 show a
loss after taxation of £1,168,834 (2019: £9,133,485). The 2019 results are
principally attributable to non-cash expenditure for the grant of share
options and warrants of £3,222,182 and the reverse acquisition share-based
payment of £4,544,161.
Since re-admission to AQSE Growth Market and further to the SPA, the Company
currently owns 100% of CoalTech and 75% of CASA. The final tranche of the
Consideration Shares of 13,291,745 Ordinary Shares in respect of CASA are
ready to be issued to the remaining South African Resident Sellers once the
necessary approvals from the South African Reserve Bank ("SARB") have been
granted.
On 16 September 2021, the Company agreed to enter into a convertible loan note
of £60,000 (“CLN”), for a period of 6 months, with three of the Company
directors, N Lyons, F Fantechi and P B Ryan, in equal parts, of £20,000 each.
The CLN is convertible into ordinary shares of the Company at the request of
the CLN holders, at 0.25p per share with an interest coupon of 8% payable in
ordinary shares at 0.25p, upon redemption or conversion. Both the CLN and the
coupon carry equivalent of 2 warrants for every one ordinary share resulting
from the conversions. Further, the three Directors have also agreed to convert
all outstanding professional fees being £42,000 each for N Lyons and F
Fantechi and £50,820 for P B Ryan to ordinary shares at a price of 0.25p each,
comprising 16,800,000 shares each for N Lyons and F Fantechi and 20,328,000
shares for P B Ryan. Each share shall carry two Warrants on the same terms as
set out for the CLN.
The Directors are pleased to report the incorporation of CoalTech Far East
Pte. Ltd. on 8 June 2021. The registered office of the company is situated in
the Republic of Singapore. CoalTech owns 20% of CoalTech Far East.
The Directors do not recommend the payment of a dividend for the year ended 31
December 2020.
Outlook
The Directors are pleased with the progress made in this initial period,
notwithstanding to the continuous 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 potentially exciting prospects ahead, some of
which are developing reasonably fast. Such prospects are of course conditional
upon and dependant upon the Company raising further funding for which there is
no certainty at present. We continue to seek new investment opportunities and
funding and we will advise shareholders if these opportunities develop.
This report was approved by the board of directors on 2 December 2021 and
signed on its behalf by:
F Fantechi
Director
The Directors of the Company accept responsibility for the contents of this
announcement.
Enquiries:
Clean Invest Africa plc
Filippo Fantechi (Executive Director) +973 3969 6273
Shaikh Mohamed Abdulla Khalifa AlKhalifa (Non-Executive Chairman) +973 3969
2299
Peterhouse Capital Limited
Corporate Adviser +44 20 7469 0930
Guy Miller/Mark Anwyl
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2020
GBP 2020 2019
Revenue 444 347
Cost of sales - (93)
Gross profit 444 254
Other income 869 217
Operating costs (1,105,496) (1,382,089)
Fair value of share options and warrants (21,374) (3,222,182)
Reverse acquisition cost - (4,544,161)
Unrealised foreign exchange revaluation on (32,256) 24,639
amounts due to a related party
Operating loss (1,157,813) (9,123,322)
Finance income 4 4
Finance costs (11,025) (10,167)
Loss before tax (1,168,834) (9,133,485)
Taxation - -
Loss after tax (1,168,834) (9,133,485)
Other comprehensive income
Items that will be reclassified to profit or
loss
Currency translation differences 91,548 49,779
Total comprehensive loss for the year (1,077,286) (9,083,706)
Earnings per share expressed
in pence per share:
Basic and diluted (0.10) (0.99)
Consolidated Statement of Financial Position
as at 31 December 2020
GBP 31 Dec 2020 31 Dec 2019
Assets
Non-current assets
Property, plant and equipment 477,044 494,758
Right-of-use assets 20,966 30,506
Investments 5,247 5,247
Total non-current assets 503,257 530,511
Current assets
Inventory 7,679 8,766
Trade and other receivables 105,567 112,904
Amounts due from related parties 3,411,760 3,431,989
Cash and cash equivalents 13,864 13,231
Total current assets 3,538,870 3,566,890
Total assets 4,042,127 4,097,401
Equity and liabilities
Equity
Share capital 2,949,388 2,844,413
Share premium reserve 24,938,863 24,623,938
Shares to be issued 332,294 332,294
Convertible loans 155,000 134,388
Share-based payment reserve 3,243,556 3,222,182
Currency translation reserve 174,589 83,041
Reverse takeover reserve (23,050,570) (23,050,570)
Accumulated losses (11,412,197) (10,243,363)
Total equity (2,669,077) (2,053,677)
Liabilities
Current liabilities
Trade and other payables 1,699,749 1,142,194
Lease liabilities 7,968 6,731
Amounts due to related parties 4,986,218 4,975,564
Total current liabilities 6,693,935 6,124,489
Non-current liabilities
Lease liabilities 17,269 26,589
Total non-current liabilities 17,269 26,589
Total liabilities 6,711,204 6,151,078
Total equity and liabilities 4,042,127 4,097,401
F Fantechi
Director 2 December 2021
Company Statement of Financial Position
as at 31 December 2020
GBP 31 Dec 2020 31 Dec 2019
Assets
Non-current assets
Investment 4,744,225 4,744,225
Total non-current assets 4,744,225 4,744,225
Current assets
Trade and other 235,714 73,579
receivables
Cash and cash equivalents 1,496 6,004
Total current assets 237,210 79,583
Total assets 4,981,435 4,823,808
Equity and liabilities
Equity
Share capital 2,949,388 2,844,413
Share premium 24,938,863 24,623,938
Shares to be issued 332,294 332,294
Convertible loans 155,000 134,388
Share-based payment reserve 3,243,556 3,222,182
Accumulated losses (26,893,467) (26,613,901)
Total equity 4,725,634 4,543,314
Liabilities
Current liabilities
Trade and other payables 255,801 280,494
Total liabilities 255,801 280,494
Total equity and liabilities 4,981,435 4,823,808
The Company has elected to take the exemption under section 408 of the
Companies Act 2006 not to present the Parent Company Statement of
Comprehensive Income.
The loss for the Parent Company for the year was £279,566 (2019: Loss of
£26,409,823).
Approved by the Board and signed on its behalf by:
F Fantechi
Director
2 December 2021
Group Statement of Changes in Equity
for the year ended 31 December 2020
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 2,844,413 24,623,938 332,294 134,388 3,222,182 (23,050,570) 83,041 (10,243,363) (2,053,677)
2020
Loss for the - - - - - - - (1,168,834) (1,168,834)
year
Other
comprehensive
income:
Currency - - - - - - 91,548 - 91,548
translation
differences
Total - - - - - - 91,548 (1,168,834) (1,077,286)
comprehensive
income
Shares issued 104,975 314,925 - - - - - - 419,900
by Clean
Invest Africa
Plc during
the year
Share-based - - - - 21,374 - - - 21,374
payment
Movement - - - 20,612 - - - - 20,612
during the
year
Total 104,975 314,925 - 20,612 21,374 - - - 461,886
transactions
with owners
recognised in
equity
31 December 2,949,388 24,938,863 332,294 155,000 3,243,556 (23,050,570) 174,589 (11,412,197) (2,669,077)
2020
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
Company Statement of Changes in Equity
for the year ended 31 December 2020
GBP Share Share Shares Convertible Share-based Accumulated Total
capital premium to be loans payment losses equity
issued reserve
1 January 2,844,413 24,623,938 332,294 134,388 3,222,182 (26,613,901) 4,543,314
2020
Loss for the - - - - - (279,566) (279,566)
year
Other - - - - - - -
comprehensive
income
Total - - - - - (279,566) (279,566)
comprehensive
income
Movement - - - 20,612 - - 20,612
during the
year
Shares issued 104,975 314,925 - - - - 419,900
by the
Company
during the
year
Share-based - - - - 21,374 - 21,374
payment
Total 104,975 314,925 - 20,612 21,374 - 461,886
transactions
with owners
recognised in
equity
31 December 2,949,388 24,938,863 332,294 155,000 3,243,556 (26,893,467) 4,725,634
2020
GBP Share Share Shares Convertible Share-based Accumulated Total equity
capital premium to be loans payment losses
issued reserve
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
Shares issued 2,441,663 24,413,188 332,294 - - - 27,187,145
by the
Company
during the
year
Convertible - - - 134,388 - - 134,388
loans issued
Share-based - - - - 3,222,182 - 3,222,182
payment
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
Group Statement of Cash Flows
for the year ended 31 December 2020
GBP
2020 2019
Cash flows from operating activities
Cash utilised in
operations (276,198) (724,496)
Finance
income 4 4
Finance costs (2,737) (5,779)
Exchange gain/(loss) 25,803 25,081
Net cash outflow (253,128) (705,190)
from operating activities
Cash flows from investing activities
Purchase of property, (8,488) (75,280)
plant and equipment
Purchase of investments - (5,247)
Cash acquired on - 9,104
acquisition of Clean Invest Africa plc
Cash acquired on - 4,709
the addition of the subsidiary
Net cash outflow (8,488) (66,714)
from investing activities
Cash flows from financing activities
Funding received 157,923 635,192
from related parties
Payment of related (39,415) (7,995)
party borrowings
Proceeds from issue of 150,000 54,000
shares
Proceeds from convertible - 61,000
loan notes
Principal paid on lease (6,259) (5,506)
liabilities
Net cash inflow 262,249 736,691
from financing activities
Increase / (Decrease) 633 (35,213)
in cash and cash equivalents
Cash and cash equivalents 13,231 48,444
at beginning of year
Cash and cash equivalents 13,864 13,231
at end of year
A. RECONCILIATION OF LOSS BEFORE INCOME TAX TO CASH GENERATED FROM
OPERATIONS
2020 2019
£ £
Loss before income (1,168,834) (9,133,485)
tax
Amortisation 7,472 8,320
charges
Fair value of warrants 21,374 3,222,182
issued
Share-based payment - 4,544,161
recognised on reverse acquisition
Loss on disposal of - 174
property, plant and equipment
Provision for obsolete 1,598 2,149
inventories
Finance income (4) (4)
Finance costs 11,025 10,167
(1,127,369) (1,346,336)
Changes in operating assets and
liabilities
Decrease/ (increase) in (511) 14,152
inventory
Decrease/ (increase) in 67,337 (8,143)
trade and other receivables
Increase in trade 784,345 615,831
and other payables
Cash utilised in (276,198) (724,496)
operations
Company Statement of Cash Flow
for the year ended 31 December 2020
GBP
2020 2019
Cash flows from operating activities
Loss before income (279,566) (26,409,823)
tax
Impairment - 22,747,282
Share based payment 21,374 3,222,182
expense
Increase in trade (162,135) (68,499)
and other receivables
Increase in trade 265,819 392,260
and other payables
Net cash from (154,508) (116,598)
operating activities
Cash flows from financing activities
Proceeds from issue of 150,000 54,000
shares
Net cash from financing
activities 150,000 54,000
(Decrease) / increase in (4,508) (62,598)
cash and cash equivalents
Cash and cash equivalents 6,004 68,602
at beginning of year
Cash and cash equivalents 1,496 6,004
at end of year
ENDAll Announcements