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Unaudited Results For The 6 Month Period Ended 30 September 2015
IPSA GROUP PLC
(Incorporated and registered in England and Wales)
(Registration Number 5496202)
AIM Share Code IPSA ISIN GB00BOCJ3F01
JSE Share Code IPS ISIN GB00BOCJ3F01
("IPSA" or "the Company")
Unaudited Results for the 6 month period ended 30 September 2015
IPSA, the AIM and Altx dual listed independent power plant developer, today announces
its unaudited interim results for the 6 month period ended 30 September 2015.
Highlights:
- Revenue of £1.8m (2014 - £1.9m).
- Group loss after tax of £0.26m (2014 - £0.75m loss).
- Post balance sheet sale of Newcastle Cogeneration Pty Limited.
- The Company is now an AIM Rule 15 Cash Shell
Commenting, Richard Linnell, 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 in order to seek to settle outstanding creditors 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
These are the last interims for IPSA Group PLC (“IPSA”) which include the operations of
Newcastle Cogeneration (Pty) Limited (“NewCogen”) which were sold in February 2016.
As outlined in the Audited Results for the year ended March 31st 2015 announced last
week, 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. This focus is critical to ensure that
the Company meets its commitment to pay outstanding sums to its principal creditor
Ethos Energy Italia S.p.A (“Ethos”) which is expected to be met in part through receipt of
the remaining funds due from Rurelec PLC and in part from the sale of the balance of
plant
Whilst these negotiations are ongoing, there can be no guarantee of success. The
Company remains dependent not only on receipts due from Rurelec PLC and the sale of
the balance of plant but also on the continuing forbearance of Ethos and its other
creditors to continue trading and as a consequence there remains a risk that the
Company may be put into administration.
The Suspension in trading in the Company’s shares will remain in place pending a further
announcement.
As mentioned in the strategic report to shareholders in the Annual Report and Accounts,
Neil Bryson and I are not standing for re-election at the Annual General Meeting on 7 th
April and the overhead costs for the Company have been reduced to a minimum to enable
the Company as a quoted cash shell to achieve a suitable strategic partnership. The AIM
Rules allow a period of six months following the disposal of the NewCogen assets on 29 th
February 2016 for this to occur.
On behalf of the board, I hope that the Company will succeed in this endeavour that will
allow the value of our dual listings to endure for the benefit of shareholders.
Richard Linnell
Chairman
IPSA GROUP PLC
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (unaudited)
for the 6 month period ended 30 September 2015
Notes 6 months 6 months 12 months
30/9/15 30/9/14 31/3/15
unaudited unaudited audited
£’000 £’000 £’000
Revenue 1,748 1,888 3,649
Cost of sales (1,712) (1,930) (3,804)
Gross profit/(loss) 36 (42) (155)
Administrative expenses (629) (690) (1,482)
Operating loss (593) (732) (1,637)
Other (expense)/income 3 (67) 17 (78)
Impairment on NewCogen
Investment 438 - (5,144)
reduction/(increase)
Net Finance expense (24) (32) (74)
Loss before tax (246) (747) (6,933)
Tax expense - - -
Loss after tax (246) (747) (6,933)
Other comprehensive income:
Exchange differences on - (348) (118)
translation of foreign operation
Total comprehensive loss (246) (1,095) (7,051)
attributable to equity
Shareholders
Loss per ordinary share (basic 4 (0.23p) (0.69p) (6.45p)
and headline)
IPSA GROUP PLC
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION (unaudited)
at 30 September 2015
Notes 30/9/15 30/9/14 31/3/15
unaudited unaudited audited
£’000 £’000 £’000
Assets
Non-current assets
Property, plant and equipment 1,916 7,154 1,916
Current assets
Trade and other receivables 3,732 3,556 3,421
Cash and cash equivalents 37 64 3
3,769 3,620 3,424
Non-current assets 5 4,000 4,000 4,000
classified as assets held
for sale
Total assets 9,685 14,774 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) (6,072) (5,843)
Profit and loss reserve (22,077) (15,644) (21,831)
Total equity 997 7,201 1,243
Current liabilities
Trade and other payables 6 7,487 6,648 7,152
Borrowings 1,202 925 946
8,688 7,573 8,098
Total equity and liabilities 9,685 14,774 9,341
IPSA GROUP PLC
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited)
for the 6 month period ended 30 September 2015
6 months 6 months 12 months
30/9/15 30/9/14 31/3/15
unaudited unaudited audited
£’000 £’000 £’000
Loss for the period (246) (746) (6,933)
Add back: net finance expense 24 32 73
Adjustments for:
Depreciation and impairment 257 284 4,472
Group IAS 10 Write Down re: Post (257) - 1,311
Unrealised exchange losses - (272) (30)
Change in trade and other receivables (311) 20 153
Change in trade and other payables 334 47 311
Cash used in operations (198) (635) (642)
Interest paid (6) (5) (13)
Net cash used in operations (204) (640) (655)
Cash flows from Investing Activities
Purchase of plant and Equipment - - (99)
- - (99)
Cash flow from Financing Activities
Loans received 586 694 729
Loans repaid (348) (51) (33)
238 643 696
Increase / (decrease) in cash and 34 3 (58)
cash equivalents
Cash and cash equivalents 3 61 61
at start of period
Cash and cash equivalents 37 64 3
at end of period
IPSA GROUP PLC
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (unaudited)
for the 6 month period ended 30 September 2015
Share Share Foreign Profit and Total
Capital Premium Currency Loss Equity
Account Reserve Reserve
£’000 £’000 £’000 £’000 £’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 - - - (246) (246)
Exchange differences - - - - -
Total recognised expense - - - (246) (246)
for the period
At 30.09.14 2,150 26,767 (5,843) (22,077) 997
Notes to the unaudited Interim Statement for the 6 month period ended 30
September 2014
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 2014 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 6 months 6 months 12 months
30/9/15 30/9/14 31/3/15
£’000 £’000 £’000
Exchange gains1 69 225 288
Storage and insurance costs2 (136) (208) (366)
Total (67) 17 (78)
1
Exchange gains/(losses) arising on the € 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 6 months 6 months 12 months
30/9/15 30/9/14 31/3/15
Average number of shares 107.5m 107.5m 107.5m
in issue during the period
Loss for the period £0.246m £0.746m £9.933m
Loss per ordinary share - 0.23p 0.69p 6.45p
basic and headline
Loss per ordinary share - 0.23p 0.69p 6.45p
diluted
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 £4.4 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 £1.9 million in respect of remuneration due to the directors and
which is subject to a waiver agreed in February 2016. There will be a credit of
£0.7million in the next set of accounts.
7. Post balance sheet events
Since the balance sheet date, the disposal of Blazeway Engineering Limited (“Blazeway”)
was announced on 28th January 2016 for a total consideration of £1.9m. 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 24 March 2016. This interim
statement has not been audited.
Copies of this announcement are being sent to all shareholders on the register at today’s
date. Copies may be obtained from 17th Floor, Millbank Tower, 21-24 Millbank, London
SW1P 4QP.
About IPSA:
IPSA Group PLC (“IPSA”) 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 Altx market of the Johannesburg Stock Exchange in October
2006.
24 March 2016
Sponsor: PSG Capital Proprietary Limited
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