TIDMIPSA
RNS Number : 8654C
IPSA Group PLC
30 June 2016
30 June 2016
IPSA GROUP PLC
('IPSA' or the 'Company')
Unaudited Results for the 12 month period ended 31 March
2016
IPSA, the AIM and Alt(x) dual listed independent power plant
developer, today announces its unaudited interim results for the 12
month period ended 31 March 2016. This further unannounced interim
period is provided following the change to the accounting reference
date to 30 September as announced on 1 April 2016.
Highlights:
-- Revenue of GBP2.5m (2015 - GBP3.6m).
-- Group loss after tax of GBP0.56m (2015 - GBP6.93m loss).
-- Sale of Newcastle Cogeneration Pty Limited.
Commenting, Susan Laker, Chairman of IPSA, said:
"These are the last interims for IPSA Group PLC which include
the operations of Newcastle Cogeneration (Pty) Limited ("NewCogen")
which were sold in February 2016. The Company is now focusing its
attentions on the sale of the balance of plant equipment held for
sale in Italy and in finding a suitable reverse merger partner to
maintain the quotations in London and Johannesburg."
For further information contact:
Peter Earl, Director, IPSA Group PLC +44 (0)20 7793 7676
James Joyce, James Bavister WH Ireland Ltd (Nominated Adviser
and Broker) +44 (0)20 7220 1666
Riaan van Heerden, PSG Capital (Pty.) Limited, (South African Sponsors) +27 11 797 8400
Or visit IPSA's website: www.ipsagroup.co.uk
CHAIRMAN'S STATEMENT
Following the extension of the Company's year-end, I am
presenting to the shareholders of IPSA Group PLC (the "Group") a
second unaudited interim statement covering the 12 month period to
31 March 2016.
As a result of the disposal of the Group's only operating
company Newcastle Cogeneration Pty Limited ("Newcogen") on 29
February 2016, Newcogen's accounts have been included to that date.
Since the effects of the disposal were already accounted for in the
September Interims, the change in net assets relates to the release
of certain provisions held in the Group's books pending completion.
These provisions relate to directors' salaries, excess impairment
provisions and foreign currency translation reserves that are no
longer pertinent to the Company following the disposal of
Newcogen.
The Company's financial position remains difficult and
uncertain. The Company is reliant upon the forbearance of its
creditors and notably EthosEnergy Italia SpA ('Ethos'), whilst it
seeks to realise proceeds from the sale of assets held for resale,
being ancillary plant held by the Company together with the receipt
of funds due from Rurelec PLC in relation to deferred
consideration.
The focus of the Company is to realise sufficient funds from
these assets to repay all the Company's remaining creditors.
However, there can be no guarantee that the Company will be
successful in any sale or that the proceeds from the realisation of
these assets will be sufficient to repay the creditors and the risk
remains that the Company may need to be placed into administration,
and consequently the shares will remain suspended.
Following the disposal of the Company's operating business on 29
February 2016, the Company is now an AIM Rule 15 cash shell and is
seeking to conduct a reverse takeover. For the Company's shares to
resume trading following the clarification of its financial
position this would need to happen by 15 September 2016 for the
Company to retain its AIM quotation. Furthermore it would need,
under the terms of AIM Rule 15, to conclude a reverse takeover by
29 August 2016 to avoid its shares being suspended at that point if
its shares had resumed trading prior to this date.
The board of IPSA has continued to focus on the disposal of the
balance of plant, the proceeds of which, together with the receipt
of the balance of funds due from Rurelec PLC, will be applied first
to settle with our largest creditor, EthosEnergy, and our other
creditors, who have all continued to show forbearance while we
pursue these objectives. We are heavily reliant on the patience of
our creditors to continue trading and as a consequence there
remains a risk that the Company could be placed into administration
if their patience runs out before these objectives can be
achieved.
The Company's strategy, which was put in place under the
outgoing chairman, continues to be to address the financial
uncertainty of the Company as outlined above and to seek out a
reverse merger partner prior to 29 August 2016 in accordance with
AIM Rule 15.
On behalf of the shareholders I would like to thank the outgoing
Chairman, Richard Linnell, and retiring directors Neil Bryson and
Mark Otto for their stewardship of the Company over what have
proved to be very testing times.
The new board will continue to work vigorously in pursuit of
merger opportunities with a view to settling outstanding creditors
and providing shareholders with value through a reverse merger that
would allow the dual listings to be maintained in the permitted
timetable. Although no prospective candidate has been identified, I
hope to be in a position to provide shareholders with further
information in due course.
I would like to thank creditors, shareholders and the outgoing
directors for their support over the period under review.
Susan Laker
Chairman
IPSA GROUP PLC
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(unaudited)
for the 12 month period ended 31 March 2016
Notes 12 months 6 months 12 months
31/3/16 30/9/15 31/3/15
unaudited unaudited audited
GBP'000 GBP'000 GBP'000
Revenue 2,517 1,748 3,649
Cost of Sales (3,077) (1,712) (3,804)
Gross Profit/(Loss) (560) 36 (155)
Administrative Expenses (1,012) (629) (1,482)
Operating Loss (1,572) (593) (1,637)
Other Expense 3 (203) (67) (78)
Impairment on NewCogen
Investment Reversal/(Increase) 1,241 438 (5,144)
Net Finance Expense (24) (24) (74)
Loss Before Tax (558) (246) (6,933)
Tax Expense - - -
Loss After Tax (558) (246) (6,933)
Other Comprehensive
Income:
Exchange Differences
on (5,683) - (118)
Translation of Foreign
Operation
Total Comprehensive
Loss (6,241) (246) (7,051)
Attributable to Equity
Shareholders
Loss per ordinary
share (basic and
headline) 4 (0.19p) (0.23p) (6.45p)
IPSA GROUP PLC
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
(unaudited)
at 31 March 2016
Notes 31/3/16 30/9/15 31/3/15
unaudited unaudited audited
GBP'000 GBP'000 GBP'000
Assets
Non-current Assets
Property, Plant
and Equipment - 1,916 1,916
Current Assets
Trade and Other
Receivables 1,916 3,732 3,421
Cash and Cash Equivalents 2 37 3
1,918 3,769 3,424
Non-current Assets
Classified as Assets
Held for Sale 5 4,000 4,000 4,000
Total Assets 5,918 9,685 9,341
Equity and Liabilities
Equity Attributable to Equity Holders
of the Parent:
Share Capital 2,150 2,150 2,150
Share Premium Account 26,767 26,767 26,767
Foreign Currency
Reserve - (5,843) (5,843)
Profit and Loss
Reserve (28,072) (22,077) (21,831)
Total Equity 845 997 1,243
Current Liabilities
Trade and Other
Payables 6 4,653 7,486 7,152
Borrowings 420 1,202 946
5,073 8,688 8,098
Total Equity and
Liabilities 5,918 9,685 9,341
IPSA GROUP PLC
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited)
for the 12 month period ended 31 March 2016
12 months 6 months 12 months
31/3/16 30/9/15 31/3/15
unaudited unaudited audited
GBP'000 GBP'000 GBP'000
Loss for the Period (558) (246) (6,933)
Add back: Net Finance
Expense 24 24 73
Adjustments for:
Depreciation and Impairment 257 257 4,472
Group IAS 10 Write Down
re: Post (257) (257) 1,311
Unrealised Exchange Losses - - (30)
Change in trade and Other
Receivables 91 (311) 153
Change in trade and Other
Payables (673) 334 311
Cash used in operations (1,116) (198) (642)
Interest paid (62) (6) (13)
Net cash used in operations (1,178) (204) (655)
Cash flows from Investing
Activities
Sale/(Purchase) of Plant
and Equipment 1,916 - (99)
1,916 - (99)
Cash flow from Financing
Activities
Loans Received 759 586 729
Loans Repaid (1,532) (348) (33)
(773) 238 696
(Decrease) / Increase
in Cash and Cash Equivalents (35) 34 (58)
Cash and Cash Equivalents
at start of period 37 3 61
Cash and cash equivalents
at end of period 2 37 3
IPSA GROUP PLC
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(unaudited)
for the 12 month period ended 31 March 2016
Share Share Foreign Profit Total
Capital Premium Currency and Loss Equity
Account Reserve Reserve
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At 01.04.14 2,150 26,767 (5,725) (14,898) 8,294
Loss for the Period - - - (746) (746)
Exchange Differences - - (348) - (348)
Total Recognised
Expense - - (348) (746) (348)
for the Period
At 30.09.14 2,150 26,767 (6,073) (15,644) 7,200
Loss for the Period - - - (6,187) (6,187)
Exchange Differences - - 230 - 230
Total Recognised
Expense - - 230 (6,187) (5,957)
for the Period
At 01.04.15 2,150 26,767 (5,843) (21,831) 1,243
Loss for the Period - - 160 (558) (398)
Exchange Differences - - 5,683 (5,683) -
Total Recognised
Expense - - 5,843 (6,241) (398)
for the Period
At 31.03.16 2,150 26,767 - (28,072) 845
Notes to the unaudited Interim Statement for the 12 month period
ended 31 March 2016
1. Basis of Preparation
These condensed consolidated interim financial statements do not
constitute statutory accounts within the meaning of Section 435 of
the Companies Act 2006. The comparative figures for the year ended
31 March 2015 were derived from the statutory accounts for that
period which have been delivered to the Registrar of Companies.
Those accounts, which contained a qualified audit report, did not
contain any statements under Sections 489(2) or (3) of the
Companies Act 2006. The financial information contained in this
interim statement has been prepared in accordance with all relevant
International Financial Reporting Standards ("IFRS") as adopted by
the European Union in force and expected to apply to the Group's
results for the year ending 31 March 2015 and on interpretations of
those Standards released to date.
2. Accounting Policies
These condensed consolidated interim financial statements have
been prepared in accordance with the Group's IFRS accounting
policies. These policies are set out in the Group's financial
statements for the year ended 31 March 2015.
3. Other (Expense)/Income
12 months 6 months 12 months
31/3/16 30/9/15 31/3/15
GBP'000 GBP'000 GBP'000
Exchange Gains(1) 69 69 288
Storage and Insurance
Costs(2) (272) (136) (366)
Total (203) (67) (78)
(1) Exchange gains/(losses) arising on the EUR denominated
unpaid balance owing to EthosEnergy Italia SpA ("EthosEnergy") in
respect of the refurbishment costs of the Turbines;
(2) Storage and insurance costs in respect of the Turbines and
balance of plant;
4. Loss per Share
12 months 6 months 12 months
31/3/16 30/9/15 31/3/15
Average number of shares 107.5m 107.5m 107.5m
in issue during the period
Loss for the Period GBP0.558m GBP0.246m GBP6.933m
Loss per ordinary share
- basic and headline 0.19p 0.23p 6.45p
Loss per ordinary share
- diluted 0.19p 0.23p 6.45p
5. Assets Held for Sale
This comprises directors' valuation of the balance of plant
which was not sold to Rurelec PLC and is currently available for
sale.
6. Trade and other payables
Trade and other payables include:
a) An amount of GBP3.7 million claimed by EthosEnergy in respect
of the balance due for refurbishment work completed in 2008, plus
storage charges and interest.
b) An accrual of GBP0.2 million in respect of remuneration due
to the directors and which is subject to a waiver agreed in
February 2016.
7. Disposal of Blazeway
The disposal of Blazeway Engineering Limited ("Blazeway") was
announced on 28 January 2016 for a total consideration of GBP1.9m.
The sale includes 100% of the share capital of NewCogen, loss
making owner of the Group's only operational asset. Under IFRS
accounting standards the directors consider this an adjusting event
relating to IAS 10 - Events After the Reporting Period, as the
Group no longer expects to receive the future cash flows of the
disposed entities. It is therefore appropriate that entity and
consolidation adjustments are made to the carrying value of
Blazeway to reflect the sale proceeds. The directors recognise that
following this fundamental disposal, IPSA will become a cash shell
and under AIM rule 15 will be deemed to be an investing
company.
The Board of Directors approved this interim statement on 30
June 2016. This interim statement has not been audited.
Copies may be obtained from 17(th) Floor, Millbank Tower, 21-24
Millbank, London SW1P 4QP or from the IPSA website
www.ipsagroup.co.uk
About IPSA:
IPSA Group PLC is a British company established to develop power
generation projects in Southern Africa. It is managed by a team
with a strong track record in developing power projects worldwide
and with considerable experience in Southern Africa.
IPSA floated on the AIM market of the London Stock Exchange in
September 2005 and obtained a dual listing on the Alt(x) market of
the Johannesburg Stock Exchange in October 2006.
Date: 30 June 2016
This information is provided by RNS
The company news service from the London Stock Exchange
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