TIDMKSI 
 
RNS Number : 6440E 
Kleenair Systems International PLC 
24 December 2009 
 
? 
KleenAir Systems International Plc 
 
 
Final Results 
 
 
23 December 2009 
 
 
Preliminary results for the 9 months ended 30 June 2009 
 
 
 
 
CHAIRMAN'S STATEMENT 
 
 
Introduction 
The last Chairman's Statement, issued on 20th July 2009, covered key business 
and corporate events throughout the nine month period ended 30th June 2009, the 
period to which these accounts relate. 
Board Changes 
On 5th August 2009, I was appointed as an Executive Director of KleenAir Systems 
International Plc ("KleenAir" or the "Company") and was appointed Executive 
Chairman on 11th August 2009, Mr Lionel Simons having stepped down from that 
position, but remaining an Executive Director. 
Mr Anthony Rentoul and Mr Peter Newell, both non-executive Directors, announced 
their resignations from the Board on 22nd July 2009. Mr Robert Hayim, also a 
non-executive Director, announced his resignation from the board on 4th August 
2009. The Board wishes to thanks to these three former Directors of the Company 
for the work they did during their tenure. 
Financial Results 
The accounts for the period to 30th June 2009 show an operating loss of 
GBP252,265. 
Business and Corporate Review 
The Company's Ordinary Shares resumed trading on AIM on 5th August 2009, 
following publication of the accounts for the year ended 30th September 2008 and 
the issue of the interim results for the six months period ended 31st March 
2009. 
The Company announced, on 5th August 2009, that it had received GBP200,000 
(after expenses) under a secured convertible loan note (the "Loan Note") to 
support its working capital requirements going forward. The Loan Note was issued 
to Global Investment Strategy UK Limited ("GIS" - an FSA authorised and 
regulated company registered in England) on 29th July 2009, convertible into 
2,200,000 1p Ordinary Shares ("Shares") at a conversion price of 10 pence per 
Share; the conversion rights to expire on 28th January 2011. 
The Company announced, on 13th November 2009, that GIS had converted GBP30,000 
of the Loan Note into 300,000 Shares, representing 51.4 per cent. of the 
enlarged issued share capital of the Company. These Shares have been placed with 
unconnected third parties. 
The Company announced, on 20th November 2009, that GIS had converted a further 
GBP30,000 of the Loan Note into 300,000 Shares, representing 33.9 per cent. of 
the enlarged issued capital of the Company. These Shares have also been placed 
with unconnected third parties. 
On 8th September 2009, the Company announced that it had entered into an 
Exclusivity and Co-Operation Agreement with Argosec Pty Ltd ("Argosec" - a South 
African limited liability company) and with Argosec's parent undertaking, 
GlobalTech Marketing Limited ("GlobalTech" - a New Zealand limited liability 
company), with regard to future co-operation between the parties to establish 
and develop a coal briquetting business for Argosec in South Africa. 
The Company also announced on the same date that it had entered into a 
GBP3,000,000 credit facility agreement (the "Facility Agreement") with GIS under 
which KleenAir has the right to draw down funds periodically up to an aggregate 
amount of GBP3,000,000 against the issue of new KleenAir Shares. The price of 
the Shares which may be issued to GIS under the Facility Agreement would be 85% 
of the rolling average closing mid-market price of KleenAir's shares over a 
period of five dealing days, commencing two business days prior to a drawdown 
notice by KleenAir and ending two business days after the date of the drawdown 
notice. 
 
 
The Facility Agreement provides that funds may be drawn in one or several 
tranches (at the discretion of the Company) provided that no tranche shall 
result in GIS holding more than 29.9 per cent. of the voting rights in the 
Company as a result of new Shares pursuant to Facility Agreement (save as 
permitted by the Takeover Panel under a Rule 9 waiver) and  GIS is not obliged 
to subscribe for Shares which, when aggregated with its existing holding, would 
result in it holding more than 29.9 per cent. (save as permitted by the Takeover 
Panel). 
The purpose of the Facility Agreement is to enable KleenAir to have prompt 
access to funding when required to investigate growth opportunities and for 
general working capital. 
The Company announced, on 3rd November 2009, that it had entered into a Call 
Option Agreement ("Call Option") with GlobalTech for the purchase from 
GlobalTech of 74% of the issued share capital of Argosec, thereby further 
formalised and protected its relationship with Argosec. The balance of 26% of 
the issued share capital of Argosec is intended to be transferred to a South 
African Black Economic Empowerment Entity on or prior to exercise by the Company 
of the Call Option. KleenAir is under no obligation to exercise the Call Option 
over the Argosec shares; the Company has, however, paid a refundable deposit of 
GBP25,000 to GlobalTech in consideration of the grant of the Call Option. 
KleenAir does not currently intend to exercise the Option unless and until 
GlobalTech has finalised sufficient long-term financing to enable Argosec to 
establish substantial commercial production of the coal briquetting business. 
The long stop date for exercise of the Call Option is 31st December 2010. 
The Company announced, on 27th November 2009, that under the secured loan note 
agreement dated 29th July 2009 ("the Agreement") pursuant to a loan note 
instrument dated 29 July 2009 ("the Loan Note Instrument"), Global Investment 
Strategy (UK) Ltd ("GIS") has exercised its option to subscribe for a further 
32,248 GBP1 convertible loan notes of the Company. These notes are to be issued 
on the same terms and conditions as set out in the Loan Note Instrument. The 
subscription for the further convertible loan notes will yield GBP29,317 (after 
expenses) for the Company and the number of loan notes over which GIS holds an 
option to subscribe at GBP1 will reduce to 190,683 which includes a commission 
of 10% payable to GIS in the form of loan notes. 
The Company is developing a strategy within the resources sector addressing 
related environmental issues. The arrangements with Argosec and the potential 
opportunity in coal briquetting production is the first step towards fulfilling 
this strategy. Furthermore the Company is examining a range of other relevant 
opportunities and will make announcements with regard to any new developments at 
the appropriate time. 
We are still evaluating the opportunity with Argosec to establish its commercial 
value we expect to be able to update shareholders with progress in the new year. 
We have deferred putting in motion the change of name for the company at the 
general meeting but instead have recommended that the articles being changed to 
empower the directors to do so if it becomes appropriate. 
 
 
 
 
 
 
W. Reid 
Executive Chairman 
 
 
 
 
 
 
 
 
 
 
INCOME STATEMENT 
for the nine months ended 30 June 2009 
 
 
 
 
+-------------------------------------------+-------+------------+--------------+ 
|                                           | Notes |  Period to |      Year to | 
|                                           |       |   30 June  |           30 | 
|                                           |       |       2009 |    September | 
|                                           |       |        GBP |         2008 | 
|                                           |       |            |          GBP | 
+-------------------------------------------+-------+------------+--------------+ 
|                                           |       |            |              | 
+-------------------------------------------+-------+------------+--------------+ 
| REVENUE                                   |       |            |              | 
+-------------------------------------------+-------+------------+--------------+ 
|                                           |       |            |              | 
+-------------------------------------------+-------+------------+--------------+ 
| Cost of sales                             |       |          - |            - | 
+-------------------------------------------+-------+------------+--------------+ 
|                                           |       |            |              | 
+-------------------------------------------+-------+------------+--------------+ 
| GROSS PROFIT                              |       |          - |            - | 
+-------------------------------------------+-------+------------+--------------+ 
|                                           |       |            |              | 
+-------------------------------------------+-------+------------+--------------+ 
| Administrative expenses                   |       |  (252,265) |    (323,129) | 
+-------------------------------------------+-------+------------+--------------+ 
|                                           |       |            |              | 
+-------------------------------------------+-------+------------+--------------+ 
| OPERATING LOSS                            |       |  (252,265) |    (323,129) | 
+-------------------------------------------+-------+------------+--------------+ 
|                                           |       |            |              | 
+-------------------------------------------+-------+------------+--------------+ 
| Provisions against assets                 |       |          - |  (2,756,376) | 
+-------------------------------------------+-------+------------+--------------+ 
|                                           |       |            |              | 
+-------------------------------------------+-------+------------+--------------+ 
| Other interest receivable                 |       |          - |        1,324 | 
+-------------------------------------------+-------+------------+--------------+ 
|                                           |       |            |              | 
+-------------------------------------------+-------+------------+--------------+ 
| LOSS ON ORDINARY ACTIVITIES BEFORE        |       |  (252,265) |  (3,078,181) | 
| TAXATION                                  |       |            |              | 
+-------------------------------------------+-------+------------+--------------+ 
|                                           |       |            |              | 
+-------------------------------------------+-------+------------+--------------+ 
| Taxation                                  |  3    |          - |            - | 
+-------------------------------------------+-------+------------+--------------+ 
|                                           |       |            |              | 
+-------------------------------------------+-------+------------+--------------+ 
|                                           |       |            |              | 
+-------------------------------------------+-------+------------+--------------+ 
| LOSS FOR THE PERIOD                       |       |  (252,265) |  (3,078,181) | 
+-------------------------------------------+-------+------------+--------------+ 
|                                           |       |            |              | 
+-------------------------------------------+-------+------------+--------------+ 
|                                           |       |            |              | 
+-------------------------------------------+-------+------------+--------------+ 
|                                           |       |            |              | 
+-------------------------------------------+-------+------------+--------------+ 
| LOSS PER ORDINARY SHARE - BEFORE          |  4    |      0.63p |        0.23p | 
| EXCEPTIONAL                               |       |            |              | 
+-------------------------------------------+-------+------------+--------------+ 
| LOSS PER ORDINARY SHARE - AFTER           |  4    |      0.63p |       14.54p | 
| EXCEPTIONAL                               |       |            |              | 
+-------------------------------------------+-------+------------+--------------+ 
|                                           |       |            |              | 
+-------------------------------------------+-------+------------+--------------+ 
|                                           |       |            |              | 
+-------------------------------------------+-------+------------+--------------+ 
 
 
The income statement has been prepared on the basis that all operations are 
continuing operations. 
 
 
 
 
 
 
STATEMENT OF CHANGES IN EQUITY 
for the nine months ended 30 June 2009 
 
 
 
 
+--------------------+---------+-----------+------------------------+------------------------+-------------+ 
|                                                                   |                                      | 
+-------------------------------------------------------------------+--------------------------------------+ 
|                    |         |           |                                                 |             | 
+--------------------+---------+-----------+-------------------------------------------------+-------------+ 
|                    |   Share |     Share |                                           Other |    Retained | 
+--------------------+---------+-----------+-------------------------------------------------+-------------+ 
|                    | Capital |   Premium |                                         Reserve |        Loss | 
|                    |     GBP |       GBP |                                             GBP |         GBP | 
+--------------------+---------+-----------+-------------------------------------------------+-------------+ 
|                    |         |           |                                                 |             | 
+--------------------+---------+-----------+-------------------------------------------------+-------------+ 
|          At        | 206,885 | 1,985,074 |                                          86,891 |   (384,679) | 
|          1         |         |           |                                                 |             | 
|          October   |         |           |                                                 |             | 
|          2007      |         |           |                                                 |             | 
+--------------------+---------+-----------+-------------------------------------------------+-------------+ 
|          Movement  |  71,109 | 1,044,998 |                                               - |           - | 
|          in        |         |           |                                                 |             | 
|          shares    |         |           |                                                 |             | 
|          issued    |         |           |                                                 |             | 
+--------------------+---------+-----------+-------------------------------------------------+-------------+ 
|          Issue     |       - | (268,517) |                                               - |           - | 
|          costs     |         |           |                                                 |             | 
|          of        |         |           |                                                 |             | 
|          placing   |         |           |                                                 |             | 
+--------------------+---------+-----------+-------------------------------------------------+-------------+ 
|          Loss      |       - |         - |                                               - | (3,078,181) | 
|          after     |         |           |                                                 |             | 
|          tax       |         |           |                                                 |             | 
|          for       |         |           |                                                 |             | 
|          the       |         |           |                                                 |             | 
|          period    |         |           |                                                 |             | 
+--------------------+---------+-----------+-------------------------------------------------+-------------+ 
|                    |         |           |                                                 |             | 
+--------------------+---------+-----------+-------------------------------------------------+-------------+ 
|                    |         |           |                                                 |             | 
+--------------------+---------+-----------+-------------------------------------------------+-------------+ 
|          At        | 277,994 | 2,761,555 |                                          86,891 | (3,462,860) | 
|          30        |         |           |                                                 |             | 
|          September |         |           |                                                 |             | 
|          2008      |         |           |                                                 |             | 
+--------------------+---------+-----------+-------------------------------------------------+-------------+ 
|          Movement  |     818 |    17,182 |                                               - |           - | 
|          in        |         |           |                                                 |             | 
|          shares    |         |           |                                                 |             | 
|          issued    |         |           |                                                 |             | 
+--------------------+---------+-----------+-------------------------------------------------+-------------+ 
|          Loss      |   -     |   -       |                                               - |   (252,265) | 
|          after     |         |           |                                                 |             | 
|          tax       |         |           |                                                 |             | 
|          for       |         |           |                                                 |             | 
|          the       |         |           |                                                 |             | 
|          period    |         |           |                                                 |             | 
+--------------------+---------+-----------+-------------------------------------------------+-------------+ 
|                    |         |           |                                                 |             | 
+--------------------+---------+-----------+-------------------------------------------------+-------------+ 
|          At        | 278,812 | 2,778,737 |                                          86,891 | (3,715,125) | 
|          30        |         |           |                                                 |             | 
|          June      |         |           |                                                 |             | 
|          2009      |         |           |                                                 |             | 
+--------------------+---------+-----------+-------------------------------------------------+-------------+ 
|                    |         |           |                                                 |             | 
+--------------------+---------+-----------+-------------------------------------------------+-------------+ 
|                    |         |           |                                                 |             | 
+--------------------+---------+-----------+------------------------+------------------------+-------------+ 
 
 
Share capital is the amount subscribed for shares at nominal value. 
 
 
Share premium represents the excess of the amount subscribed for share capital 
over the nominal value of the respective shares. 
 
 
Retained loss represents the cumulative loss of the company attributable to 
equity shareholders. 
 
 
 
 
 
 
BALANCE SHEET 
30 June 2009 
 
 
+--------------------------------------------+-------+--------------+-------------+ 
|                                            | Notes |     30 June  |          30 | 
|                                            |       |         2009 |   September | 
|                                            |       |          GBP |        2008 | 
|                                            |       |              |         GBP | 
+--------------------------------------------+-------+--------------+-------------+ 
|                                            |       |              |             | 
+--------------------------------------------+-------+--------------+-------------+ 
| Current Assets                             |       |              |             | 
+--------------------------------------------+-------+--------------+-------------+ 
| Trade and other receivables                |       |            - |      11,798 | 
+--------------------------------------------+-------+--------------+-------------+ 
| Cash and cash equivalents                  |       |          355 |       1,864 | 
+--------------------------------------------+-------+--------------+-------------+ 
|                                            |       |              |             | 
+--------------------------------------------+-------+--------------+-------------+ 
|                                            |       |          355 |      13,662 | 
+--------------------------------------------+-------+--------------+-------------+ 
|                                            |       |              |             | 
+--------------------------------------------+-------+--------------+-------------+ 
| CURRENT LIABILITIES                        |       |              |             | 
+--------------------------------------------+-------+--------------+-------------+ 
| Trade and other payables                   |       |    (448,920) |   (350,082) | 
+--------------------------------------------+-------+--------------+-------------+ 
|                                            |       |              |             | 
+--------------------------------------------+-------+--------------+-------------+ 
| NET CURRENT ASSETS                         |       |    (448,565) |   (336,420) | 
+--------------------------------------------+-------+--------------+-------------+ 
|                                            |       |              |             | 
+--------------------------------------------+-------+--------------+-------------+ 
|                                            |       |              |             | 
+--------------------------------------------+-------+--------------+-------------+ 
| TOTAL ASSETS LESS CURRENT LIABILITIES      |       |    (448,565) |   (336,420) | 
+--------------------------------------------+-------+--------------+-------------+ 
|                                            |       |              |             | 
+--------------------------------------------+-------+--------------+-------------+ 
|                                            |       |              |             | 
+--------------------------------------------+-------+--------------+-------------+ 
| SHAREHOLDERS' EQUITY                       |       |              |             | 
+--------------------------------------------+-------+--------------+-------------+ 
| Called up share capital                    |  5    |      400,932 |     277,994 | 
+--------------------------------------------+-------+--------------+-------------+ 
| Share premium account                      |  6    |    2,778,737 |   2,761,555 | 
+--------------------------------------------+-------+--------------+-------------+ 
| Other reserve                              |  6    |       86,891 |      86,891 | 
+--------------------------------------------+-------+--------------+-------------+ 
| Retained loss                              |  6    |  (3,715,125) | (3,462,860) | 
+--------------------------------------------+-------+--------------+-------------+ 
|                                            |       |              |             | 
+--------------------------------------------+-------+--------------+-------------+ 
| TOTAL EQUITY                               |       |    (448,565) |   (336,420) | 
+--------------------------------------------+-------+--------------+-------------+ 
|                                            |       |              |             | 
+--------------------------------------------+-------+--------------+-------------+ 
|                                            |       |              |             | 
+--------------------------------------------+-------+--------------+-------------+ 
 
 
 
 
Approved by the board and authorised for issue on 21 December 2009. 
 
 
 
 
 
 
L Simons 
Director 
 
 
Company Registration Number: 05075088 
 
 
 
 
CASH FLOW STATEMENT 
for the nine months ended 30 June 2009 
 
 
 
 
+-------------------------------------------+-------+-------------+---------------+ 
|                                           | Notes |   Period to |       Year to | 
|                                           |       |    30 June  |  30 September | 
|                                           |       |        2009 |          2008 | 
|                                           |       |         GBP |           GBP | 
+-------------------------------------------+-------+-------------+---------------+ 
|                                           |       |             |               | 
+-------------------------------------------+-------+-------------+---------------+ 
| Net Cash utilised by                      |       |    (19,511) |     (922,848) | 
+-------------------------------------------+-------+-------------+---------------+ 
|                                           |       |             |               | 
+-------------------------------------------+-------+-------------+---------------+ 
| Investing activities                      |       |             |               | 
+-------------------------------------------+-------+-------------+---------------+ 
| Interest received                         |       |           2 |         1,324 | 
+-------------------------------------------+-------+-------------+---------------+ 
|                                           |       |             |               | 
+-------------------------------------------+-------+-------------+---------------+ 
| Net cash from activities                  |       |           2 |         1,324 | 
+-------------------------------------------+-------+-------------+---------------+ 
|                                           |       |             |               | 
+-------------------------------------------+-------+-------------+---------------+ 
|                                           |       |             |               | 
+-------------------------------------------+-------+-------------+---------------+ 
| Cash Flows from Financing                 |       |             |               | 
+-------------------------------------------+-------+-------------+---------------+ 
| Net proceeds from issue of shares         |       |      18,000 |       847,590 | 
+-------------------------------------------+-------+-------------+---------------+ 
| Loan from Bramley Ltd                     |       |           - |        75,000 | 
+-------------------------------------------+-------+-------------+---------------+ 
|                                           |       |             |               | 
+-------------------------------------------+-------+-------------+---------------+ 
| Net cash from financing                   |       |      18,000 |       922,590 | 
+-------------------------------------------+-------+-------------+---------------+ 
|                                           |       |             |               | 
+-------------------------------------------+-------+-------------+---------------+ 
|                                           |       |             |               | 
+-------------------------------------------+-------+-------------+---------------+ 
| Net cash inflow/(outflow)                 |       |     (1,509) |         1,066 | 
+-------------------------------------------+-------+-------------+---------------+ 
|                                           |       |             |               | 
+-------------------------------------------+-------+-------------+---------------+ 
| Cash and cash equivalent at beginning of  |       |       1,864 |           798 | 
| period                                    |       |             |               | 
+-------------------------------------------+-------+-------------+---------------+ 
|                                           |       |             |               | 
+-------------------------------------------+-------+-------------+---------------+ 
| Cash and cash equivalent at end of period |       |         355 |         1,864 | 
+-------------------------------------------+-------+-------------+---------------+ 
|                                           |       |             |               | 
+-------------------------------------------+-------+-------------+---------------+ 
|                                           |       |             |               | 
+-------------------------------------------+-------+-------------+---------------+ 
|                                           |       |             |               | 
+-------------------------------------------+-------+-------------+---------------+ 
| Notes to Cash Flow Statement              |       |             |               | 
+-------------------------------------------+-------+-------------+---------------+ 
|                                           |       |             |               | 
+-------------------------------------------+-------+-------------+---------------+ 
| Loss in period                            |       |   (252,267) |   (3,079,505) | 
+-------------------------------------------+-------+-------------+---------------+ 
| Decrease in receivables                   |       |      11,798 |     1,934,248 | 
+-------------------------------------------+-------+-------------+---------------+ 
| Increase in payables                      |       |     220,958 |       144,056 | 
+-------------------------------------------+-------+-------------+---------------+ 
| Loss on write off of intangibles and      |       |           - |        78,353 | 
| investments                               |       |             |               | 
+-------------------------------------------+-------+-------------+---------------+ 
|                                           |       |             |               | 
+-------------------------------------------+-------+-------------+---------------+ 
|                                           |       |    (19,511) |     (922,848) | 
+-------------------------------------------+-------+-------------+---------------+ 
|                                           |       |             |               | 
+-------------------------------------------+-------+-------------+---------------+ 
|                                           |       |             |               | 
+-------------------------------------------+-------+-------------+---------------+ 
|                                           |       |             |               | 
+-------------------------------------------+-------+-------------+---------------+ 
|                                           |       |             |               | 
+-------------------------------------------+-------+-------------+---------------+ 
|                                           |       |             |               | 
+-------------------------------------------+-------+-------------+---------------+ 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
for the nine months ended 30 June 2009 
 
 
1. GENERAL INFORMATION 
 
 
KleenAir Systems International Plc is a company incorporated in England & Wales. 
The company's shares are traded on AIM, a market operated by the London Stock 
Exchange. The company went into a CVA which was approved by the members on 24 
June 2009. The address of the registered office is disclosed on page 1 of the 
financial statements. The principal activities of the company are described in 
the directors' report. 
 
 
The results for the year have been prepared on a basis consistent with the 
accounting policies set out in the Annual Report for the period ended 30 June 
2009. 
 
 
The financial information set out above does not constitute the Company's 
statutory accounts for the period ended 30 June 2009 or year ended 30 September 
2008, but is derived from those accounts. Statutory accounts for 2008 have been 
delivered to the Registrar of Companies and those for 2009 will be delivered 
following the Company's Annual General Meeting. The auditors, Jeffreys Henry 
LLP, have reported on those accounts. Their report in the 2009 accounts was 
unqualified, did not draw attention to any matters by way of emphasis without 
qualifying their report and did not contain statements under Section 498(2) or 
(3) of the Companies Act 2006 or equivalent preceding legislation. 
 
 
The 2008 accounts audit report contained an adverse opinion arising from the 
departure from IAS 27 - consolidated and separate financial statements. 
 
 
 
 
2.ACCOUNTING POLICIES 
 
 
2.1Basis of preparation 
These financial statements have been prepared in accordance with International 
Financial Reporting Standards (IFRSs and IFRIC interpretations) issued by the 
International Accounting Standards Board (IASB), as adopted by the European 
Union, and as applied in accordance with the provisions of the Companies Act 
2006 applicable to companies preparing their accounts under IFRS. The financial 
statements have been prepared under the historical cost convention. 
The preparation of financial statements in conformity with IFRS requires the use 
of certain critical accounting estimates. It also requires management to 
exercise its judgement in the process of applying the group's accounting 
policies. The areas involving a higher degree of judgement or complexity, or 
areas where assumptions and estimates are significant to the consolidated 
financial statement, are disclosed within the accounting policies note. 
 
 
Going Concern 
a)    The directors believe that the company is a going concern on the basis 
that it has entered into a GBP3,000,000 credit facility agreement (the "Facility 
Agreement") with Global Investment Strategy (UK) Ltd ("GIS") a UK, FSA 
authorised and regulated company, under which the company will have the right to 
draw funds from time to time over the next 12 months up to an aggregate amount 
of GBP3,000,000 (the "facility") against the issued of new ordinary shares in 
the capital of KleenAir. 
 
The price of the new shares which may be issued to GIS under the Facility 
Agreement would be 85% of the rolling average closing mid-market price of 
KleenAir's shares over a period of five dealing days, commencing two business 
days prior to a drawdown notice by KleenAir and ending two business days after 
the date of the drawdown notice. The Facility Agreement contains a number of 
warranties and undertakings from KleenAir in favour of GIS in relation to 
various matters relating to KleenAir and an indemnity from KleenAir in favour of 
GIS in respect of certain matters in relation to the agreement. The Facility 
Agreement, which terminates on 30 June 2010, is terminable by GIS in certain 
circumstances including if there is a material breach of the agreement by 
KleenAir or a material breach by KleenAir of any of the warranties. The Facility 
Agreement provides that the Facility may be drawn once or in tranches (at the 
discretion of the Company) provided that any tranche shall not result in GIS 
holding more than 29.9 per cent, of the voting rights in the Company as a result 
of it being issued new shares pursuant to Facility Agreement (save as permitted 
by the Takeover Panel). GIS are not obliged to subscribe for any number of new 
shares which when aggregated with its existing holding of shares in the capital 
of the Company would result in GIS holding 29.9 per cent or more of the issued 
voting share capital (save as permitted by the Takeover Panel). 
 
The purpose of this facility is to enable KleenAir to have the ability to draw 
down funds promptly when required to explore growth opportunities and for 
general working capital. 
 
 
b)    Following the agreement entered with Argosec Pty Ltd (Argosec) as 
announced on 8 September (see note 20A above), the company has entered, as the 3 
November 2009, into a Call Option Agreement ("Call Option" with Globaltech 
Marketing Limited (GlobalTech) for the purchase from Global Tech of 74% of the 
issued share capital of Argosec, and thereby has further formalised and 
protected its relationship with Argosec. The balance of 26% of the issued share 
capital of Argosec is intended to be transferred to a South African Black 
Economic Empowerment Entity on or prior to exercise by the Company of the Call 
Option. A refundable deposit of GBP25,000 is payable to GlobalTech for grant of 
the Call Option. 
 
 
The company under no obligation to exercise the Call Option over the Argosec 
shares, and does not currently intend to exercise the Call Option unless and 
until GlobalTech has finalised sufficient long-term financing to enable Arogsec 
to establish sustainable commercial production of the coal briquetting business. 
The long-stop date for exercise of the Call Option is 31 December 2010. 
 
 
The consideration will be payable annually following the end of each of the 3 
years following the commencement of full time commercial production of coal 
briquettes and calculated as an amount equal to 74% of Argosec's adjusted 
post-taxation earnings. 
 
c)    The Company announced on 13 November 2009 that Global Investment Strategy 
(UK) Ltd had agreed to convert GBP30,000 of the outstanding debt into 300,000 
ordinary shares of 1 pence each, representing 51.4 per cent, of the enlarged 
issued share capital of the Company. These shares have been placed with 
unconnected third parties. 
 
d)   On 20 November 2009, Global Investment Strategy (UK) Limited converted a 
further GBP30,000 of the outstanding debt to 300,000 ordinary shares of 1 pence 
each. 
 
 
 
 
+----+--------------------------------------------------------------------------+ 
| 3. | TAXATION                                                                 | 
|    | Due to the losses in the period, no corporation tax liability            | 
|    | has arisen.                                                              | 
|    | Factors affecting current tax charge:                                    | 
|    | The tax assessed on the loss on ordinary activities for the period is    | 
|    | different from the standard rate                                         | 
|    | of corporation tax in the UK of 21% (2008-20%).                          | 
+----+--------------------------------------------------------------------------+ 
 
 
+---+------------------------------------------------+------------+--------------+ 
|   |                                                |  Period to |      Year to | 
|   |                                                |   30 June  |           30 | 
|   |                                                |       2009 |    September | 
|   |                                                |        GBP |         2008 | 
|   |                                                |            |          GBP | 
+---+------------------------------------------------+------------+--------------+ 
|   |                                                |            |              | 
+---+------------------------------------------------+------------+--------------+ 
|   | Loss on ordinary activities before taxation    |  (252,265) |  (3,078,181) | 
+---+------------------------------------------------+------------+--------------+ 
|   |                                                |            |              | 
+---+------------------------------------------------+------------+--------------+ 
|   |                                                |            |              | 
+---+------------------------------------------------+------------+--------------+ 
|   | Loss on ordinary activities by rate of tax     |   (52,976) |    (615,636) | 
+---+------------------------------------------------+------------+--------------+ 
|   | Other tax adjustments                          |     52,976 |      615,636 | 
+---+------------------------------------------------+------------+--------------+ 
|   |                                                |            |              | 
+---+------------------------------------------------+------------+--------------+ 
|   | Total current tax                              |          - |            - | 
+---+------------------------------------------------+------------+--------------+ 
|   |                                                |            |              | 
+---+------------------------------------------------+------------+--------------+ 
 
 
 
 
 
 
The Company has excess management excess of GBP725,936 (2008:GBP473,669) to 
carry forward, capital loss of GBP150,000 (2008-GBP150,000) and excess capital 
allowances of GBP78,334 (2008-GBP78,334) to carry forward. No deferred tax asset 
has been provided on any of them due to uncertainty of recovery. 
 
 
4.    LOSS PER SHARE 
 
 
Loss per ordinary share has been calculated using the weighted average number of 
shares in issue during the relevant financial periods. The calculations of both 
basis and diluted earnings per share for the year are based upon a loss after 
tax of GBP252,265 (2008: loss of GBP3,078,181). 
 
 
The weighted number of equity shares used in the basic calculation is 40,080,655 
(2008: 21,174,748). The weighted average number of shares used in the dilution 
calculation is 40,080,655 (2008 - 21,174,748). As the potential ordinary shares 
to be issued are deemed anti-dilutive, for the purpose of the dilution they have 
been excluded from the calculation of the weighted number of shares. 
 
 
 
 
+-------------+-----------+-----------+ 
| 5.          |                       | 
| SHARE       |                       | 
| CAPITAL     |                       | 
+-------------+-----------------------+ 
|             |    Period |      Year | 
|             |        to |        to | 
|             |        30 |        30 | 
|             |      June | September | 
|             |      2009 |      2008 | 
|             |       GBP |       GBP | 
+-------------+-----------+-----------+ 
|             |           |           | 
| Authorised  |           |           | 
+-------------+-----------+-----------+ 
|             |         - | 1,000,000 | 
| 100,000,000 |           |           | 
| ordinary    |           |           | 
| shares of   |           |           | 
| GBP0.01     |           |           | 
+-------------+-----------+-----------+ 
|             |   877,880 |         - | 
| 87,788,000  |           |           | 
| ordinary    |           |           | 
| shares of   |           |           | 
| GBP0.01     |           |           | 
+-------------+-----------+-----------+ 
|             |   122,120 |         - | 
| 12,212,000  |           |           | 
| 'B'         |           |           | 
| ordinary    |           |           | 
| shares of   |           |           | 
| GBP0.01     |           |           | 
+-------------+-----------+-----------+ 
|             |           |           | 
+-------------+-----------+-----------+ 
|             | 1,000,000 | 1,000,000 | 
+-------------+-----------+-----------+ 
|             |           |           | 
+-------------+-----------+-----------+ 
|             |           |           | 
| Issued      |           |           | 
| and         |           |           | 
| fully       |           |           | 
| paid        |           |           | 
+-------------+-----------+-----------+ 
|             |         - |   277,994 | 
| 27,799,424  |           |           | 
| ordinary    |           |           | 
| shares of   |           |           | 
| GBP0.01     |           |           | 
+-------------+-----------+-----------+ 
|             |   278,812 |         - | 
| 27,881,242  |           |           | 
| ordinary    |           |           | 
| shares of   |           |           | 
| GBP0.01     |           |           | 
+-------------+-----------+-----------+ 
|             |   122,120 |         - | 
| 12,212,000  |           |           | 
| "B"         |           |           | 
| ordinary    |           |           | 
| shares of   |           |           | 
| GBP0.01     |           |           | 
+-------------+-----------+-----------+ 
|             |           |           | 
+-------------+-----------+-----------+ 
|             |   400,932 |   277,994 | 
+-------------+-----------+-----------+ 
|             |           |           | 
+-------------+-----------+-----------+ 
|             |           |           | 
+-------------+-----------+-----------+ 
 
 
On 12 December 2008, the company allotted 81,818 ordinary shares at 22p raising 
GBP18,000 before expenses. 
 
 
'B' ordinary shares 
At a general meeting held on 24 June 2009, the company created new B ordinary 
shares by re-designating 12,212,000 ordinary shares into 12,212,000 new B 
ordinary shares; the rights attaching to them are set out in a new Article 3 of 
the company's existing articles of association. 
 
 
The B ordinary shares are credited as fully paid and rank pari passu in all 
respects with the ordinary shares, save that the holder or holders of B ordinary 
shares shall not have the right to attend and vote at general meeting of the 
company (save in respect of resolutions to vary the rights attaching to the B 
ordinary shares) and have the option to convert their interests in B ordinary 
shares at any time, and from time to time into ordinary shares on a 1 for 1 
basis. 
 
 
Re-organisation of authorised and issued share capital 
At a general meeting of the company held on 21 August 2009, the following 
changes were approved to the company's share capital: 
 
     a)    Increase in the authorised share capital 
 
           The authorised share capital was increased from GBP1,000,000 to 
GBP1,900,000. 
 
      b)     Capital re-organisation 
The effect of the capital re-organisation was to consolidate every 100 existing 
ordinary shares into 1 new ordinary share and 1 deferred Share. The capital 
re-organisation consisted of the following steps: 
 
             (i)    The company's new authorised share capital was consolidated 
into ordinary shares of nominal value GBP1 
 


each as a

result of the issued ordinary shares of 1p each and B ordinary shares of 1p each 
being 
 


consolidated into ordinary shares of GBP1 B

ordinary shares of GBP1, respectively, on the basis of 1 ordinary 
 
          share of GBP1 for each ordinary shares of 1p; 
 
      c)    Capital re-organisation 
 
             (ii)    Each of the issued ordinary shares of nominal value of GBP1 
arising by reason of (i) above was then sub- 
 


divided

into one new ordinary share of 1 penny and one deferred share of 99p; and 
 
             (iii)    Each of the issued B ordinary shares of nominal value GBP1 
arising by reason of (i) above was sub-divided 
 


into one

new ordinary Share of 99p each. 
 
 
The new ordinary shares replaced the existing ordinary shares under the newly 
approved company's articles of association. 
 
 
The provisions in relation to the deferred shares are also contained in the 
company's articles of association. 
 
            The deferred shares have very limited rights and are effectively 
valueless. The deferred Shares have no voting 
 


rights, and have

no rights as to dividends and only very limited rights on a return of capital. 
They are not freely 
 


transferable.

 
 
The new ordinary shares and new B ordinary shares have the same rights as those 
currently accruing to the existing respective ordinary shares under the 
company's articles of association, including those in respect of voting and 
entitlement to ordinary shares will not be affected. 
 
 
The share capital of the company now comprises: 
 
 
+------------------+-----------------+-------------------+-----------------+ 
|                  | Ordinary Shares | B Ordinary Shares | Deferred Shares | 
|                  | of              | of                | of              | 
|                  | 1p each         | 1p each           | 99p each        | 
+------------------+-----------------+-------------------+-----------------+ 
|                  |                 |                   |                 | 
+------------------+-----------------+-------------------+-----------------+ 
|                  |                 |                   |                 | 
+------------------+-----------------+-------------------+-----------------+ 
| Authorised       |     150,185,574 | 122,120           | 400,932         | 
+------------------+-----------------+-------------------+-----------------+ 
| Issued           |         883,812 | 122,120           | 400,932         | 
+------------------+-----------------+-------------------+-----------------+ 
|                  |                 |                   |                 | 
+------------------+-----------------+-------------------+-----------------+ 
 
 
    (i)    on 19th August 2009, 5,000 new ordinary shares of 1p each were issued 
to the supervisor of CVA. 
 
 
   (ii)    on 13 November 2009, 300,000 new ordinary shares were issued to 
unconnected third parties on 
 


conversion of a loan note.

 
 
   (iii)    on 20 November 2009, 300,000 new shares were issued to unconnected 
third parties on the 
 


conversion of a loan note.

 
 
6.    RESERVES 
 
 
+--------------------------------+---------------+------------+---------------+ 
|                                | Share premium |      Other |    Profit and | 
|                                |       account |   reserves |          loss | 
|                                |               |            |       account | 
+--------------------------------+---------------+------------+---------------+ 
|                                |           GBP |        GBP |           GBP | 
+--------------------------------+---------------+------------+---------------+ 
| At 30 September 2008           |     2,761,555 |     86,891 |   (3,462,860) | 
+--------------------------------+---------------+------------+---------------+ 
| Loss for the period            |             - |          - |     (252,265) | 
+--------------------------------+---------------+------------+---------------+ 
| New equity share capital       |        17,182 |          - |             - | 
| subscribed                     |               |            |               | 
+--------------------------------+---------------+------------+---------------+ 
|                                |               |            |               | 
+--------------------------------+---------------+------------+---------------+ 
| At 30 June 2009                |     2,778,737 |     86,891 |   (3,715,125) | 
+--------------------------------+---------------+------------+---------------+ 
|                                |               |            |               | 
+--------------------------------+---------------+------------+---------------+ 
|                                |               |            |               | 
+--------------------------------+---------------+------------+---------------+ 
 
 
7.    POST BALANCE SHEET EVENTS 
KleenAir Systems International Plc ("KleenAir" or the "Company") announced, on 
5th August 2009, that it has received GBP200,000 (after expenses) under a 
secured convertible loan note (the "Loan Note") to support its working capital 
requirements going forwards. The Loan Note was issued to Global Investment 
Strategy UK Limited ("GIS" - an FSA authorized and regulated company registered 
in England) on 29th July 2009 and is convertible into 2,200,000 1p Ordinary 
Shares ("Shares") at a conversion price of 10 pence per Share; the conversion 
rights expire on 28th January 2011. 
 
 
The Company announced, on 13th November 2009, that GIS had converted GBP30,000 
of the Loan Note into 300,000 Shares, representing 51.4 per cent. of the 
enlarged issued share capital of the Company. These Shares have been placed with 
unconnected third parties. 
 
 
The Company announced, on the 20th November 2009, that GIS had converted a 
further GBP30,000 of the Loan Note into 300,000 Shares, representing 33.9 per 
cent. of the enlarged issued capital of the Company. These Shares have been 
placed with unconnected third parties. 
On 8th September 2009, the company announced that it had entered into an 
Exclusivity and Co-Operation Agreement with Argosec Pty Ltd ("Argosec" - a South 
African limited liability company) and with Argosec's parent undertaking, 
GlobalTech Marketing Limited ("GlobalTech" - a New Zealand limited liability 
company), with regard to future co-operation between the parties to establish 
and develop a coal briquetting business for Argosec in South Africa. 
 
 
The Company also announced on the same date that it had entered into a 
GBP3,000,000 credit facility agreement (the "Facility Agreement") with GIS under 
which KleenAir has the right to draw down funds periodically up to an aggregate 
amount of GBP3,000,000 against the issue of new KleenAir Shares. The price of 
the Shares which may be issued to GIS under the Facility Agreement would be 85% 
of the rolling average closing mid-market price of KleenAir's shares over a 
period of five dealing days, commencing two business days prior to a drawdown 
notice by KleenAir and ending two business days after the date of the drawdown 
notice. 
 
 
The Facility Agreement contains a number of warranties and undertakings 
("Warranties") from KleenAir in favour of GIS in relation to various matters 
relating to KleenAir and an indemnity from KleenAir in favour of GIS in respect 
of certain matters in relation to the agreement. The Facility Agreement 
terminates on 30th September 2010 unless it has previously been terminated by 
GIS in certain circumstances including a material breach of the Facility 
Agreement by KleenAir or a material breach by KleenAir of any Warranties. 
 
 
The Facility Agreement provides that funds may be drawn in one or several 
tranches (at the discretion of the Company) provided that no tranche shall 
result in GIS holding more than 29.9 per cent. of the voting rights in the 
Company as a result of new Shares pursuant to Facility Agreement (save as 
permitted by the Takeover Panel under a Rule 9 waiver) and  GIS is not obliged 
to subscribe for Shares which, when aggregated with its existing holding, would 
result in it holding more than 29.9 per cent. (save as permitted by the Takeover 
Panel). 
The purpose of the Facility Agreement is to enable KleenAir to have prompt 
access to funding when required to investigate growth opportunities and for 
general working capital. 
 
 
The Company announced, on 2nd November 2009, that it had entered into a Call 
Option Agreement ("Call Option") with GlobalTech for the purchase from 
GlobalTech of 74% of the issued share capital of Argosec, thereby further 
cementing its relationship with Argosec. The balance of 26% of the issued share 
capital of Argosec is intended to be transferred to a South African Black 
Economic Empowerment Entity on or prior to exercise by the Company of the Call 
Option. KleenAir is under no obligation to exercise the Call Option over the 
Argosec shares; the Company has, however, paid a refundable deposit of GBP25,000 
to GlobalTech in consideration of the grant of the Call Option. 
 
 
The Company announced, on 27 November 2009, that under the secured loan note 
agreement dated 29 July 2009 ("the Agreement") pursuant to a loan note 
instrument dated 29 July 2009 ("the Loan Note Instrument"), Global Investment 
Strategy (UK) Ltd ("GIS") has exercised its option to subscribe for a further 
32,248 GBP1 convertible loan notes of the Company. These notes are to be issued 
on the same terms and conditions as set out in the Loan Note Instrument. The 
subscription for the further convertible loan notes will yield GBP29,317 (after 
expenses) for the Company and the number of loan notes over which GIS holds an 
option to subscribe at GBP1 will reduce to 190,683 which includes a commission 
of 10% payable to GIS in the form of loan notes. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 FR FEEFEDSUSEEE 
 


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