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Unaudited Interim report for the six month period ended 31 August 2015
RENERGEN LIMITED
(previously Dominica Trade Proprietary Limited)
Incorporated in the Republic of South Africa
(Registration number: 2014/195093/06)
Share code: REN ISIN: ZAE000202610
(“Renergen” or “the Company”)
Unaudited Interim report for the six month period ended 31 August 2015
CORPORATE INFORMATION
Country of incorporation and domicile South Africa
Company registration number 2014/195093/06
JSE Share code REN
JSE ISIN ZAE000202610
Company registered office Unit 14 Boskruin Business Park
Bosbok Road
Randpark Ridge
2156
Nature of the business and principal activities Special Purpose Acquisition Company, focused on alternative
and renewable energy sectors in South Africa and sub-
Saharan Africa. The Company is listed on the JSE Alternative
Exchange (“AltX”)
Executive Directors Stefano Marani (Chief Executive Officer)
Fulu Ravele (Chief Financial Officer)
Nick Mitchell (Chief Operating Officer)
Non-Executive Directors Brett Kimber (Independent Non-executive Chairman)
Mbali Swana (Independent Non-executive Deputy Chairman)
Russell Broadhead (Independent Non-executive Director)
Reginald Edmond Cooke (Independent Non-executive
Director)
Company Secretary Acorim Proprietary Limited
Transfer secretaries Computershare Investor Services Proprietary Limited
Registered Auditors Grant Thornton
Chartered Accountants (SA)
Registered Auditors
Member firm of Grant Thornton International
Designated Adviser Merchantec Capital
Commentary
Renergen successfully listed on the AltX of the JSE Limited (“the JSE”) on 9 June 2015. The listing resulting in
a raising of capital of R72.9 million (after taking share issue costs into account). Capital was raised through the
issue and allotment of 7.3 million shares in June 2015, refer to note 3.
The accumulated loss for the six months to 31 August 2015 is mainly driven by listing costs, advisory fees and
roadshow costs incurred in the Company’s listing on the JSE. Costs incurred in the prior year to 28 February
2015 were contingent upon the successful listing of the Company on the JSE.
Renergen is a going concern despite the losses incurred in the six months to 31 August 2015. Total assets
remain significantly higher than total liabilities. The board of directors of Renergen (“the Board”) has ensured
that the Company has sufficient cash resources to meet its strategic objectives and financial obligations.
Viable Asset Acquisition
On 10 July 2015, Renergen announced it was in negotiations to acquire a viable asset pursuant to the Special
Purpose Acquisition Company (“SPAC”) requirements of the Listings Requirements of the JSE.
On 18 August 2015, Renergen announced an agreement to acquire 90% of the issued share capital and
claims of Molopo South Africa Exploration and Production Proprietary Limited (“Molopo”) from Windfall Energy
Proprietary Limited (“Windfall”) (the “Molopo Acquisition”) for a purchase consideration to be settled by the
issue of 70 million ordinary Renergen shares (“Renergen Shares”) and the cash payment of R5 million,
implying a deal value of approximately R650 million, based on Renergen’s Net Asset Value (“NAV”). Renergen
shareholders approved the Molopo Acquisition by the requisite majority on 25 November 2015.
The salient features of the Molopo Acquisition are:
- First and only South African onshore petroleum production right enabling Renergen first mover advantage
in the local natural gas sector;
- Exploration assets developed to production status and now close to production;
- Anticipated first revenue to be generated from first half 2016;
- Proven reserves of 25 billion cubic feet and value of R2.2 billion as indicated in the independent Form 1
Report; and
- Significant attractive upside for Renergen shareholders as the resource is further developed.
The Molopo Acquisition is expected to close on 2 December 2015 at which time Renergen will become an
operating company listed on the AltX of the JSE and will no longer be classified as a SPAC.
Board Changes
Brett Kimber was appointed as chairman of the Board and Mbali Swana relinquished his duties as chairman to
be appointed as deputy chairman of the Board with effect from 17 June 2015.
Mr Clive Angel resigned as executive director and Chief Financial Officer (“CFO”) upon serving his term on
25 November 2015 and has been replaced by Ms Fulu Ravele with effect from 25 November 2015. Ms
Ravele, who completed her articles at Deloitte in 2012, held a position at Barclays Capital prior to her
appointment as Financial Director of Molopo in July 2015.
Mr Nick Mitchell has been appointed executive director and Chief Operating Officer of the Company with effect
from 25 of November 2015. Mr Mitchell was instrumental in the acquisition of Molopo from Molopo Energy
Limited in May 2013 and subsequently developed and implemented Molopo’s vertically integrated business
plan. Moreover, Mr Mitchell has extensive experience in infrastructure projects across the continent and has
an extensive network of contacts in territories such as Cote D’Ivoire, the Democratic Republic of Congo and
Mozambique, which the Board believes will assist Renergen in developing its growth strategy.
Outlook
Molopo is an exciting step forward in South Africa’s path towards developing its own upstream oil and gas
activities, and we believe that the benefits to shareholders, clients and the environment are attractive.
Management continues to evaluate investments in viable alternative energy businesses across sub-Saharan
Africa in particular, and look forward to delivering further growth and development as Renergen becomes
operational.
CONDENSED STATEMENTS OF FINANCIAL POSITION
The statements of financial position of the Company at 31 August 2015 is set out below:
Notes Unaudited *Audited
31 August 2015 28 February 2015
R R
Assets
Current Assets
Trade and other receivables - 1 000
Cash and cash equivalents 68 616 168 -
68 616 168 1 000
Total Assets 68 616 168 1 000
Equity and Liabilities
Equity
Share capital 3 72 956 710 1 000
Accumulated loss (4 748 247) -
68 208 463 1 000
Liabilities
Current Liabilities
Trade and other payables 407 705 -
Total Equity and Liabilities 68 616 168 1 000
Net asset value per share (cents) 924.79 100
Tangible net asset value per share (cents) 924.79 100
*Renergen was formed and incorporated on the 30 September 2014. Accordingly, the comparative financial
information is for the 5 month period from the date of incorporation to 28 February 2015.
CONDENSED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
The condensed statements of profit or loss and other comprehensive income of Company for the six month
period ended 31 August 2015 is set out below:
Notes Unaudited *Audited
31 August 2015 28 February 2015
R R
Operating Expenses (4 748 512) -
Operating Loss (4 748 512) -
Investment Income 4 265 -
Loss before taxation (4 748 247) -
Tax expense - -
Loss for the period (4 748 247) -
Other comprehensive income - -
Total comprehensive income (4 748 247) -
Basic earnings per ordinary share
Basic earnings per ordinary share (cents) (283.06) -
Diluted basic earnings per share (cents) (283.06) -
#
Headline earnings per ordinary share
Basic headline earnings per ordinary share (cents) (283.06)
Diluted earnings per ordinary share (cents) (283.06) -
Average number of shares
Weighted average number of shares 1 677 452 414
Diluted average number of shares 1 677 452 414
Headline earnings reconciliation
# Headline earnings per share are calculated on basic earnings, there are no adjusting transactions to basic
earnings in the six month period ended 31 August 2015.
*Renergen was formed and incorporated on the 30 September 2014. Accordingly, the comparative financial
information is for the 5 month period from the date of incorporation to 28 February 2015.
CONDENSED STATEMENT OF CHANGES IN EQUITY
The condensed statement of changes in equity of the Company for the unaudited six month period ended 31 August 2015 is set out below:
Share Capital Accumulated Total Equity
Loss
R R
R
Balance at 01 March 2014 - - -
Changes in equity
Issue in shares 1 000 - 1 000
Balance at 28 February 2015 1 000 - 1 000
Loss for the period (4 748 247) (4 748 247)
Other Comprehensive Income - - -
Total Comprehensive Income - (4 748 247) (4 748 247)
Treasury shares cancelled (1 000) - (1 000)
Issue in shares 73 755 280 - 73 755 280
Share issue costs (798 570) - (798 570)
Balance at 31 August 2015 72 956 710 (4 748 247) 68 208 463
Notes 3
*Renergen was formed and incorporated on the 30 September 2014. Accordingly, the comparative financial
information is for the 5 month period from the date of incorporation to 28 February 2015.
CONDENSED CASH FLOW STATEMENTS
The condensed cash flow statements of the Company for the six month period ended 31 August 2015 is set out below:
Notes Unaudited *Audited
31 August 2015 28 February 2015
R R
Cash flows from operating activities
Cash generated from operations 5 (4 340 807) (1 000)
Interest Income 265 -
Net cash from operating activities (4 340 542) (1 000)
Cash flows from financing activities
Net Proceeds on share issue 3 72 956 710 1 000
Net cash from financing activities 72 956 710 1 000
Total cash movement for the period 68 616 168 -
Cash at the beginning of the period - -
Total cash at the end of the period 68 616 168 -
*Renergen was formed and incorporated on the 30 September 2014. Accordingly, the comparative financial
information is for the 5 month period from the date of incorporation to 28 February 2015.
6
NOTES TO THE FINANCIAL STATEMENTS
The notes to the historical financial information of the Company at 31 August 2015 are set out below:
1. Basis of preparation
The condensed interim financial statements are prepared in accordance with the Listings Requirements of JSE
Limited (“Listings Requirements”) for interim reports, and the requirements of the Companies Act (Act 71 of
2008 as amended) applicable to condensed financial statements. The Listings Requirements require interim
reports to be prepared in accordance with International Financial Reporting Standards, IAS 34 Interim Financial
Reporting and the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and the
Financial Reporting Pronouncements as issued by the Financial Reporting Standards Council. The accounting
policies applied in the preparation of the condensed interim financial statements were derived in terms of
International Financial Reporting Standards.
The board of directors of Renergen Limited (“the Board”) takes full responsibility for the preparation of this
interim report. The condensed financial statements comprise the condensed statement of financial position as at
31 August 2015 and the condensed statements of comprehensive income, changes in equity and cash flows for
the period ended 31 August 2015.
These condensed interim financial statements are neither audited nor reviewed by the Company’s auditors and
were prepared under the supervision of Mr S Marani (CEO), BSc Actuarial Hons Advanced Mathematics of
Finance (WITS).
Unaudited * Audited
Figures in Rands 31 August 2015 28 February 2015
2. Operating Segments
No operating segments have been disclosed as the Company does not trade.
3. Share Capital
Authorised
Authorised share capital was increased to 100 000
000 no par value shares during the period 100 000 000 1 000
Issued
New no par value shares were issued at R10 per
share during the period.
1000 shares issued in prior year were repurchased
and cancelled immediately prior to the issue of listed
shares.
1 000 Ordinary no par value shares of R1 each 1 000 1 000
1 000 Ordinary no par value shares repurchased at
R1 each and cancelled (1 000) -
7 375 528 Ordinary no par value shares of R10 each 73 755 280 -
Total issued shares 73 755 280 1 000
Share issue costs (798 570) -
Share Capital 72 956 710 1 000
Unaudited *Audited
Figures in Rands
31 August 2015 28 February 2015
4. Investment income
Interest income
Bank 265 -
5. Cash used in operations
Loss before taxation (4 748 247) -
Adjustments:
Interest Income 265 -
Changes in working capital:
Trade and other receivables - (1 000)
Trade and other payables 407 705 -
Cash used in operations (4 340 807) (1 000)
* Renergen was formed and incorporated on the 30 September 2014. Accordingly, the comparative
financial information is for the 5 month period from the date of incorporation to 28 February 2015.
6. Events after reporting period
An announcement was published on SENS on 18 August 2015 informing Renergen’s shareholders that it has
entered into an agreement to acquire 90% of the issued share capital and claims of Molopo from Windfall for a
purchase consideration to be settled by the issue of 70 million Renergen Shares and the cash payment of R5
million, implying a deal value of approximately R650 million, based on Renergen’s NAV. The effective date of the
Molopo Acquisition shall be the fifth business day after the fulfilment of all the conditions precedent to the Molopo
Acquisition agreement.
7. Going Concern
We draw attention to the accumulated loss of R4 748 247 at 31 August 2015. The total assets exceed total
liabilities by R68 208 463. Financial statements have been prepared on the basis of accounting policies
applicable to a going concern. The ability of the Company to continue as a going concern is not in question as
it remains liquid and solvent.
8. Changes to the Board
- Brett Kimber was appointed independent non-executive director and chairman of the Board with effect from 17 June 2015
- Mbali Swana changed function from chairman of the Board to Deputy Chairman of the Board with effect from 17 June 2015
- Clive Angel resigned as executive director and Chief Financial Officer with effect from 25 November 2015.
- Fulu Ravele was appointed executive director and Chief Financial Officer with effect from 25 November 2015.
- Nick Mitchell was appointed executive director and Chief Operating Officer with effect from 25 November 2015.
Date: 30/11/2015 03:17:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
