Interim Results
28 9월 2006 - 10:34PM
UK Regulatory
RNS Number:6350J
Aspen Clean Energy PLC
28 September 2006
28 September 2006
Aspen Clean Energy Plc
Unaudited Interim Report
for the period 1 January 2006 to 30 June 2006
Chairman's Statement
The Directors are pleased to present the interim results for the period ended 30
June 2006. These show a loss before tax of #154,000.
The results include the trading profit of Aspen Clean Fuels Limited and its
wholly owned subsidiary Aspen Invest AB from 1 January 2006 to 31 May 2006, the
date upon which the disposal of Aspen Clean Fuels Limited was completed. The
profit generated by these two companies in this period was approximately
#315,000. However, the terms of the disposal agreement provided that any profits
generated in the period since 1 January 2006 were for the benefit of the
acquirer and as a result the net assets of Aspen Clean Fuels Limited on disposal
were increased by a similar amount. The result of this was to increase the loss
on disposal which has been reflected in the account as #426,000 which has the
effect of removing the profit attributed to Aspen Clean Fuels Limited in the
period being reported on.
After removing the profit attributed to these companies the loss of #154,000 is
largely due to, an accrued tax liability, professional fees incurred in regard
to the disposal and capital reduction together with the limited running costs of
the business during the period.
At 30 June 2006, the Company had cash and cash equivalents of #13.7 million of
which #1.1 million is being held in a contingency reserve against any warranty
claims arising from the sale of the operating subsidiary. I am pleased to report
that the Directors consider the amount held in escrow to be in excess of any
potential claim the Company might be subject to and they believe the likelihood
of a claim to be very low. On 3 August 2006, the Company, as part of a capital
reorganisation, made a capital repayment of 5.1p per share totalling
approximately #10,000,000 and as a result the cash balances were reduced to #3.7
million.
The Directors are actively investigating potential acquisitions and shareholders
will be informed as soon as a suitable target has been identified.
K R Smith
Chairman
28 September 2006
Consolidated Income Statement
for the period 1 January 2006 to 30 June 2006
Six months Period from 22
ended October 2004 to
30 June 2005
30
June
2006
(Unaudited) (Unaudited)
Notes #'000 #'000
Revenue 7,714 -
Cost of Sales (5,909) -
--------- ---------
Gross Profit 1,805 -
Other
operating
income 107
Administrative
expenses (1,363) (60)
Foreign
exchange
losses (4)
--------- ---------
Profit from
operations 545 (60)
Share of
profit of
associate 22 -
Loss on sale
of subsidiary (426)
Interest and
similar income
receivable 12 8
Interest and
similar
charges
payable (57) -
--------- ---------
Profit before
taxation 96 (52)
Taxation (250) -
--------- ---------
Loss
attributable
to equity
shareholders (154) (52)
========= =========
Earnings per share
Basic and
fully diluted
loss per share (0.091p) (0.5p)
========= =========
Consolidated Balance Sheet
At 30 June 2006
As at
30 June 30 June
2006 2005
Notes #'000 #'000
Assets
Current Assets
Other financial assets 56 -
Cash and cash equivalents 13,728 759
-------- --------
13,784 759
-------- --------
Total assets 13,784 759
======== ========
Equity and liabilities
Equity attributable to equity holders of the
company
Called up Share capital 1,694 221
Share premium account 13,254 552
Retained Earnings (1,290) (52)
-------- --------
Total equity 13,658 721
Current liabilities
Accrued expenses and deferred income 126 38
-------- --------
Total current liabilities 126 38
-------- --------
Total liabilities 126 38
-------- --------
Total equity and liabilities 13,784 759
======== ========
Consolidated Cash Flow Statement
For the period 1 January 2006 to 30 June 2006
Six months Period from 22
ended October 2004 to
30 June 2005
30
June
2006
(Unaudited) (Unaudited)
Notes #'000 #'000
Operating activities
Profit after
financial
items (154) (52)
Adjustment for
items not
included in
cash flow 111 -
--------- ---------
Cash outflow
from operating
activities
before changes
in working
capital (43) (52)
Cash flow from changes in working
capital
(Increase)/dec
rease in
receivables (10) -
Increase in
payables (77) 38
--------- ---------
Cash
(outflow)/infl
ow from
operating
activities (87) 38
Cash flow from investing activities
Proceeds on
sale of
subsidiary 13,293 -
Less sale
costs (105)
--------- ---------
Net cash
inflow from
investment
activities 13,188 -
Cash flows from financing activities
Net proceeds
on issue of
shares - 773
--------- ---------
Net cash from
financing
activities - 773
Cash flow for the year
Net increase
in cash and
cash
equivalents 13,058 759
Cash and cash
equivalents at
beginning of
year 670 -
--------- ---------
Cash and cash
equivalents at
30 June 2006 13,728 759
========= =========
Notes to the Financial Statements for the period 1 January 2006 to 30 June 2006
1. Accounting policies
The financial information contained in this interim report does not constitute
statutory accounts within the meaning of s240 of the Companies Act 1985, and has
not been audited or reviewed. The interim statement has been prepared on the
basis of accounting policies expected to be applied consistently for the
foreseeable future. The interim accounts were approved by the directors on 27
September 2006.
The Interim consolidated financial statements for the period ended 30 June 2006
have been prepared in accordance with International Financial Reporting
Standards ("IFRS") as adopted by the European Union for the first time including
International Accounting Standards ("IAS") and Interpretations issued by the
International Accounting Standards Board. Under IFRS there were no adjustments
required to the comparative figures and as such no reconciliation has been
performed.
The principal accounting policies adopted in the preparation of the consolidated
financial information are set out below:
Presentation of financial information
These consolidated financial statements have been prepared under the historical
cost convention.
The preparation of financial statements in conformity with IFRS required the use
of certain critical accounting estimates. It also requires management to
exercise its judgment in the process of applying the Group's accounting
policies.
Basis of Consolidation
The consolidated financial statements include the accounts of Aspen Clean Fuels
Limited, Aspen Invest AB up until 31st May 2006 and all those enterprises and
companies that it controls by way of, directly or indirectly holding more than
half of the votes of all shares, or in some other way has a controlling
influence.
On acquisition or when control is achieved, the assets and liabilities and
contingent liabilities of a subsidiary are measured at their fair values at the
date of acquisition or at the date control is achieved. Any excess of the cost
of acquisition over the fair values of the identifiable next assets acquired is
recognised as goodwill.
The result of subsidiaries acquired or disposed of during the period are
included in the consolidated income statement from the effective date of
acquisition or up to the effective date of disposal, as appropriate.
Where necessary, adjustments are made to the financial statements of
subsidiaries in order to bring the accounting policies in line with those
adopted by the Group.
All significant intra-group transactions and balances between the Group's
companies are eliminated on consolidation.
Trade payables
Trade payables are stated at their nominal value.
Revenue Recognition
All revenues are derived from the group's continuing operations which comprise
the blending; packaging and distribution of environmentally friendly fuels for
use in small, motorised tools such as chain saws, lawnmowers and other
two-stroke and four-stroke engines. These activities are subject to seasonal
fluctuations based on the usage patterns for small motorised tools which tend to
increase during the summer months.
Sales of goods are recognised when the goods are delivered and title has passed.
Interest income is accrued on the time basis, by reference to the principal
outstanding and at the interest rate applicable.
Foreign currency translation
Group companies
The consolidated financial statements are presented in Sterling, which is
considered by management to be the most appropriate presentation currency for
its consolidated financial information. The functional currency is Swedish Krona
("SEK")
Transactions in foreign currencies other than Swedish Krona "SEK" are initially
recorded at the rates of exchange prevailing on the dates of the transaction.
Monetary assets and liabilities denominated in such currencies are retranslated
at the rates prevailing on the balance sheet date. Profits and losses arising on
exchange are included in the net profit or loss for the period. All translation
differences are recognized as a separate component of equity.
Fair value adjustments arising on the acquisition of a foreign entity are
treated as assets and liabilities of the foreign entity and translated at the
closing rate.
Transactions and balances
Transactions in currencies other than Sterling are recorded at the rates of
exchange prevailing on the dates of the transactions or translated at the
average exchange rates for the period. Exchange differences resulting from the
settlement of transactions denominated in foreign currency are included in the
statement of income using the exchange rate ruling on that date.
At each balance sheet date, monetary assets and liabilities that are denominated
in foreign currencies are retranslated at the rates prevailing on the balance
sheet date. Foreign currency gains and losses arising from the translation of
assets and liabilities are reflected in the income statement as foreign exchange
translation movements.
Financial instruments
The carrying value of accounts receivable and accounts payable and accrued
liabilities approximates to their fair values at the date of the transaction due
to the relatively short term maturity of these instruments. Fair value
represents the amount that would be exchanged in an arm's length transaction
between willing parties and is best evidenced by a quoted market price.
Comparative information
The comparative information for the period ended 30 June 2005 relates to when
Aspen Clean Energy Plc was a shell company on AIM with no subsidiary companies.
2. Disposal
On 15 December 2005, Aspen Clean Fuels Limited entered into a reverse take over
agreement with Aspen Clean Energy Plc. Under the terms of the agreement, Aspen
Clean Energy Plc issued 143,100,000 ordinary shares for all the issued and
outstanding shares of Aspen Clean Fuels Limited. This resulted in the former
shareholders of Aspen Clean Fuels Limited obtaining 85.9 per cent. of the issued
ordinary shares in Aspen Clean Energy Plc. The acquisition was accounted for as
a reverse take over. For the purposes of accounting for this transaction, Aspen
Clean Fuels Limited is treated as the acquiree and Aspen Clean Energy Plc the
acquirer. The net assets of Aspen Clean Energy Plc at the date of acquisition
consisted of share capital of #773,000 and an accumulated loss of #52,000.
3. Earnings per share
Six months Period from 22
ended October 2004 to
30 June 2005
30
June
2006
(Unaudited) (Unaudited)
#'000 #'000
Profit
Earnings for
the purpose of
basic earnings
per share (154) (52)
Effect of dilutive options and warrants - -
--------- ---------
Earnings for
the purpose of
diluted profit
per share (154) (52)
========= =========
Number of shares '000 '000
Weighted
average number
of ordinary
shares in
issue during
the period 169,450 10,400
========= =========
There were no dilutive instruments in issue during
the period under review.
Basic and
fully diluted
earnings per
share (0.091p) (0.5p)
========= =========
4. Contingent liabilities
Following the sale of Aspen Clean Fuels Limited 15 million Swedish Krona are
held in an escrow account (approx #1.1million) as part of the sale agreement
with LantemTM?nnen for warranty claims. This money will be released to Aspen
Clean Energy Plc in January 2007. No warranty claims have been made to date and
the directors do not expect any.
5. Post Balance sheet events
Following the sale of Aspen Clean Fuels Limited to LantemTM?nnen on 1 June 2006,
Aspen Clean Energy Plc had cash balances of approximately #13.9 million.
Following the shareholder approval for a capital reduction, #10 million was
returned back to the shareholders on 3 August 2006.
6. Ultimate parent undertaking
Aspen Clean Energy Plc's majority shareholder is Europanel AB a company
registered in Sweden whose only shareholder is Sven Jan Lindblad. Europanel AB
holds 52.5 per cent. of Aspen Clean Energy Plc's issued share capital.
7. Dividend
No dividend is proposed for the six months ended 30 June 2006
8. Copies of Interim Report
Copies of this interim report are being posted to all of the Company's
shareholders. Further copies can be obtained by writing to The Company
Secretary, Aspen Clean Energy Plc, 31 Harley Street, London W1G 9QS.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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