Published on 30/6/2022 • Category:
CLEAN INVEST AFRICA PLC
("Clean Invest Africa", the “Group” or the "Company")
AUDITED RESULTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2021REVIEW OF BUSINESS AND FUTURE DEVELOPMENTS
Principal activity
The Group's primary strategy is to identify investment opportunities and acquisitions in clean energy projects/companies or alternative technologies that are used in a socially and environmentally responsible way on a global basis, with the intention of building a diversified portfolio of assets.
The subsidiaries of the Company, CoalTech Limited ("CoalTech"), a company registered in the United Kingdom with registered number 11368750, and Coal Agglomeration South Africa (Pty) Ltd. ("CASA"), a company registered in South Africa with registered number 2015/439393/07, and CoalTech's subsidiaries Coal Tech LLC, a company registered in the United States of America with registered number 5685936, Coaltech S. à r.l., a company registered in Grand Duchy of Luxembourg with registered number B238812, and associates CoalTech Poland Sp. z o.o., a company registered in the Republic of Poland with registered number 0000719690 and CoalTech Far East Pte. Ltd., a company registered in the Republic of Singapore with registration number 202120135R (collectively referred as "CoalTech Group"), are primarily engaged in agglomerating coal fines waste (coal dust) into coal pellets through the commercialisation of the Group's proprietary binding technology.
Review of business and future developments
The Group's subsidiary in South Africa, CASA, is preparing to start full commercial production activity at the Bulpan plant in quarter 3 of 2022. This may have a significant positive impact on the profitability and the cash flow of the business.
The Directors are pleased to report that on 3 February 2022, the Company has successfully raised additional £100,000 to support the continuing growth of the Group. A total of 20,000,000 ordinary shares of 0.25p nominal value each have been placed with investors at 0.5p per share. For every two Placing Share issued, one warrant was granted, exercisable at 1.5p, valid for a period of three (3) years from the date of admission of the Placing Shares to the AQSE Growth Market. Further, should the placees validly exercise the 1.5p warrants in full, these will be replaced by a further one warrant, exercisable at 3p, for every two Placing Shares, valid for three years from grant. The shares were issued on 8 February 2022. On 11 March 2022, the Company has successfully raised an additional £100,000 to support the continuing growth of the Group. A total of 20,000,000 ordinary shares of 0.25p nominal value each have been placed with investors at 0.5p per share. For every two Placing Share issued, one warrant was granted, exercisable at 1.5p, valid for a period of three (3) years from the date of admission of the Placing Shares to the AQSE Growth Market. Further, should the placees validly exercise the 1.5p warrants in full, these will be replaced by a further one warrant, exercisable at 3p, for every two Placing Shares, valid for three years from grant. The shares were issued on 18 March 2022.
The financial results of the Group for the year ended 31 December 2021 show a loss after taxation of £1,157,655 (2020: loss of £1,168,834) while the Company's financial results for the year ended show a loss after taxation of £298,061 (2020: loss of £279,566).
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. This would finally mark the formal closure of this transaction.
On 30 March 2022, the Company and Contax Partners Inc. (beneficially owned by Filippo Fantechi) and Shaikh Mohamed Abdulla Khalifa AlKhalifa, (together the Lenders) ("Directors") agreed to settle the Facility Agreement as set out in paragraph 8.13, Part VI of its Admission Document dated 14 June 2019. As at 31 December 2018, the Company had a loan facility agreement with the Lenders with an outstanding balance of US$5,758,598 and it was provided that the balance would increase by any further amounts that are advanced to CoalTech, as agreed by the parties. As at 31 December 2021, the final balance has increased to US$6,847,324 or approximately £5,231,238. The Company and the Lenders have agreed that the balance outstanding be renegotiated to a total amount of £5,000,000 and that all debt currently owed to the Lenders be fully and immediately settled by the issuance of a convertible loan note ("CLN"), with a zero percent coupon for a 5-year term and repayable only in Ordinary shares of the Company at a price of 1p per share.
Further, the CLN comprises an amount of £2,718,342 for Contax Partners Inc and £2,281,658 for Shaikh Mohamed Abdulla Khalifa AlKhalifa. Either of the Lenders can request an immediate conversion, subject only to them not impacting the waiver granted by the Takeover Panel, approved by Shareholders at the General Meeting held on 4 July 2019 (further details of which are set out in paragraph 15 of Part I of the Admission Document). The waiver waives the obligations on the Concert Party or any member thereof to make a general offer under Rule 9 of the Takeover Code which may arise because of the transaction contemplated by the Admission Document. All conversion shares issued under the CLN shall be subject to a 12-month lock-in period and thereafter to an orderly market agreement for a further period of 12 months. Contax Partners notified the immediate conversion of all of their CLN, on 31 March 2022, in an amount of £2,718,342 and accordingly the Company issued 271,834,235 new Ordinary Shares to Contax Partners Inc. The Contax Partners CLN terminated on the issue of these new Ordinary Shares on 8 April 2022. Shaikh Mohamed Abdulla Khalifa AlKhalifa notified the immediate conversion of an amount of £1,750,000, on 31 March 2022, and accordingly the Company issued 175,000,000 new Ordinary Shares to Shaikh Mohamed Abdulla Khalifa AlKhalifa. After conversion to Shaikh Mohamed Abdulla Khalifa AlKhalifa on 8 April 2022, the CLN remains at £531,658 or equivalent to 53,165,765 new Ordinary Shares.
The outbreak of the Corona Virus (COVID-19) in early 2020 and the ongoing effects of the virus, have had a negative effect on the development and, possibly, finalisation of the various initiatives which were reported during 2021 (as on all businesses worldwide) due to the various emergency measures implemented by each country. In particular, the COVID-19 pandemic has impacted the Group's progress on business opportunities in India, Australia, Colombia and Italy, as well as obviously South Africa where the Group's subsidiary, CASA, is operating. The operation of the Group's subsidiary, CASA, mainly taking place at the Bulpan facility in Mpumalanga, South Africa, during the year was also affected causing delays in the various test work programs and commercial production projects that had been planned.
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 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.
The Directors do not recommend the payment of a dividend for the period to 31 December 2021.
The Directors of the Company accept responsibility for the contents of this announcement.
- ENDS –
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.
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
Clean Invest Africa Plc (Registered number: 10967142)
Consolidated Statement of Profit or Loss
for the year ended 31 December 2021
2021 2020
£ £
CONTINUING OPERATIONS
Revenue 68,602 444
Cost of sales (251,562) -
GROSS (LOSS)/PROFIT (182,960) 444
Other operating income 2,409 869
Fair value of share options and warrants - (21,374)
Operating costs (867,892) (1,105,496)
Foreign exchange revaluation on amounts due to a (92,773) (32,256)
related party
OPERATING LOSS (1,141,216) (1,157,813)
Finance costs (16,439) (11,025)
Finance income - 4
LOSS BEFORE INCOME TAX (1,157,655) (1,168,834)
Income tax - -
LOSS FOR THE YEAR (1,157,655) (1,168,834)
Loss attributable to:
Owners of the parent (1,157,655) (1,168,834)
Earnings per share expressed
in pence per share:
Basic and diluted (0.10) (0.10)
Clean Invest Africa Plc (Registered number: 10967142)
Consolidated Statement of Profit or Loss and Other Comprehensive Income
for the year ended 31 December 2021
2021 2020
£ £
LOSS FOR THE YEAR (1,157,655) (1,168,834)
OTHER COMPREHENSIVE INCOME
Currency translation differences 64,358 91,548
TOTAL COMPREHENSIVE INCOME FOR THE YEAR (1,093,297) (1,077,286)
Total comprehensive income attributable to:
Owners of the parent (1,093,297) (1,077,286)
Consolidated Statement of Financial Position
31 December 2021
2021 2020
£ £
ASSETS
NON-CURRENT ASSETS
Right-of-use assets 25,230 20,966
Property, plant and equipment 409,498 477,044
Investments 11,653 5,247
446,381 503,257
CURRENT ASSETS
Inventories 7,120 7,679
Trade and other receivables 3,575,497 3,517,327
Cash and cash equivalents 31,253 13,864
3,613,870 3,538,870
TOTAL ASSETS 4,060,251 4,042,127
EQUITY
SHAREHOLDERS' EQUITY
Called up share capital 3,000,526 2,949,388
Share premium 24,990,187 24,938,863
Shares to be issued 332,294 332,294
Convertible loans 215,000 155,000
Share-based payment reserve 3,243,556 3,243,556
Currency translation reserve 238,947 174,589
Reserve takeover reserve (23,050,570) (23,050,570)
Accumulated losses (12,569,852) (11,412,197)
TOTAL EQUITY (3,599,912) (2,669,077)
LIABILITIES
NON-CURRENT LIABILITIES
Lease liabilities 12,765 17,269
CURRENT LIABILITIES
Trade and other payables 7,630,790 6,685,967
Lease liabilities 16,608 7,968
7,647,398 6,693,935
TOTAL LIABILITIES 7,660,163 6,711,204
TOTAL EQUITY AND LIABILITIES 4,060,251 4,042,127
F Fantechi - Director
The financial statements were approved by the Board of Directors and
authorised for issue on 29 June 2022 and were signed on its behalf by:
Company Statement of Financial Position
31 December 2021
2021 2020
£ £
ASSETS
NON-CURRENT ASSETS
Investments 4,744,225 4,744,225
4,744,225 4,744,225
CURRENT ASSETS
Trade and other receivables 246,292 235,714
Cash and cash equivalents 14,068 1,496
260,360 237,210
TOTAL ASSETS 5,004,585 4,981,435
EQUITY
SHAREHOLDERS' EQUITY
Called up share capital 3,000,526 2,949,388
Share premium 24,990,187 24,938,863
Shares to be issued 332,294 332,294
Convertible loans 215,000 155,000
Share-based payment reserve 3,243,556 3,243,556
Accumulated losses (27,191,528) (26,893,467)
TOTAL EQUITY 4,590,035 4,725,634
LIABILITIES
CURRENT LIABILITIES
Trade and other payables 414,550 255,801
TOTAL LIABILITIES 414,550 255,801
TOTAL EQUITY AND LIABILITIES 5,004,585 4,981,435
A separate income statement for the parent entity has not been presented, as
permitted by section 408 of the Companies Act 2006. The loss for the parent
company for the year was £298,061 (2020: loss of £279,566).
The financial statements were approved by the Board of Directors and
authorised for issue on 29 June 2022 and were signed on its behalf by:
F Fantechi - Director
Clean Invest Africa Plc (Registered number: 10967142)
Consolidated Statement of Changes in Equity
for the year ended 31 December 2021
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 2,949,388 24,938,863 332,294 155,000 3,243,556 (23,050,570) 174,589 (11,412,197) (2,669,077)
2021
Loss for the - - - - - - - (1,157,655) (1,157,655)
year
Other
comprehensive
income:
Currency - - - - - - 64,358 - 64,358
translation
differences
Total - - - - - - 64,358 (1,157,655) (1,093,297)
comprehensive
income
Shares issued 51,138 51,324 - - - - - - 102,462
during the
year
Interest - - - 60,000 - - - - 60,000
bearing loans
and
borrowings
during the
year
Total 51,138 51,324 - 60,000 - - - - 162,462
transactions
with owners
recognised in
equity
31 December 3,000,526 24,990,187 332,294 215,000 3,243,556 (23,050,570) 238,947 (12,569,852) (3,599,912)
2021
Consolidated Statement of Changes in Equity
for the year ended 31 December 2021
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
during the
year
Share-based - - - - 21,374 - - - 21,374
payment
Interest - - - 20,612 - - - - 20,612
bearing loans
and
borrowings
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
Company Statement of Changes in Equity
for the year ended 31 December 2021
GBP Share Share Shares Convertible Share-based Accumulated Total
capital premium to be loans payment losses equity
issued reserve
1 January 2,949,388 24,938,863 332,294 155,000 3,243,556 (26,893,467) 4,725,634
2021
Loss for the - - - - - (298,061) (298,061)
year
Other - - - - - - -
comprehensive
income
Total - - - - - (298,061) (298,061)
comprehensive
income
Interest - - - 60,000 - - 60,000
bearing loans
and
borrowings
Shares issued 51,138 51,324 - - - - 102,462
by the
Company
during the
year
Total 51,138 51,324 - 60,000 - - 162,462
transactions
with owners
recognised in
equity
31 December 3,000,526 24,990,187 332,294 215,000 3,243,556 (27,191,528) 4,590,035
2021
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
Interest - - - 20,612 - - 20,612
bearing loans
and
borrowings
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
Consolidated Statement of Cash Flows
for the year ended 31 December 2021
2021 2020
£ £
Cash flows from operating activities
Cash generated from operations (190,903) (276,198)
Exchange gains 64,802 25,803
Finance costs (17,088) (2,737)
Net cash outflow from operating activities (143,189) (253,132)
Cash flows from investing activities
Purchase of property, plant and equipment - (8,488)
Interest received - 4
Net cash outflow from investing activities - (8,484)
Cash flows from financing activities
Payment of lease liabilities (11,031) (6,259)
Proceeds from issue of shares 102,462 150,000
Funding received from related parties 69,147 157,923
Payment of related party borrowings - (39,415)
Net cash inflow from financing activities 160,578 262,249
Increase in cash and cash equivalents 17,389 633
Cash and cash equivalents at beginning of year 13,864 13,231
Cash and cash equivalents at end of year 31,253 13,864
Company Statement of Cash Flows
for the year ended 31 December 2021
2021 2020
£ £
Cash flows from operating activities
Cash used in operations (76,083) (154,512)
Interest paid (13,807) -
Net cash from operating activities (89,890) (154,512)
Cash flows from investing activities
Interest received - 4
Net cash from investing activities - 4
Cash flows from financing activities
Share issue 102,462 150,000
Net cash from financing activities 102,462 150,000
Increase/(decrease) in cash and cash equivalents 12,572 (4,508)
Cash and cash equivalents at beginning of year 1,496 6,004
Cash and cash equivalents at end of year 14,068 1,496All Announcements