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Unaudited Results For The 12 Month Period Ended 31 March 2016
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")
30 June 2016
IPSA GROUP PLC
Unaudited Results for the 12 month period ended 31 March 2016
IPSA, the AIM and Altx dual listed independent power plant developer, today announces
its unaudited interim results for the 12 month period ended 31 March 2016. This further
unannounced interim period is provided following the change to the accounting reference
date to 30 September as announced on 1 April 2016.
Highlights:
- Revenue of £2.5m (2015 - £3.6m).
- Group loss after tax of £0.56m (2015 - £6.93m loss).
- Sale of Newcastle Cogeneration Pty Limited.
Commenting, Susan Laker, Chairman of IPSA, said:
"These are the last interims for IPSA Group PLC which include the operations of Newcastle
Cogeneration (Pty) Limited (“NewCogen”) which were sold in February 2016. The
Company is now focusing its attentions on the sale of the balance of plant equipment held
for sale in Italy and in finding a suitable reverse merger partner to maintain the
quotations in London and Johannesburg.”
For further information contact:
Peter Earl, Director, IPSA Group PLC +44 (0)20 7793 7676
James Joyce, James Bavister WH Ireland Ltd (Nominated Adviser and Broker) +44 (0)20 7220 1666
Riaan van Heerden, PSG Capital (Pty.) Limited, (South African Sponsors) +27 11 797 8400
Or visit IPSA's website: www.ipsagroup.co.uk
CHAIRMAN'S STATEMENT
Following the extension of the Company's year-end, I am presenting to the shareholders
of IPSA Group PLC (the "Group") a second unaudited interim statement covering the 12
month period to 31 March 2016.
As a result of the disposal of the Group's only operating company Newcastle Cogeneration
Pty Limited ("Newcogen") on 29 February 2016, Newcogen's accounts have been included
to that date. Since the effects of the disposal were already accounted for in the
September Interims, the change in net assets relates to the release of certain provisions
held in the Group's books pending completion. These provisions relate to directors’
salaries, excess impairment provisions and foreign currency translation reserves that are
no longer pertinent to the Company following the disposal of Newcogen.
The Company's financial position remains difficult and uncertain. The Company is reliant
upon the forbearance of its creditors and notably EthosEnergy Italia SpA ('Ethos'), whilst
it seeks to realise proceeds from the sale of assets held for resale, being ancillary plant
held by the Company together with the receipt of funds due from Rurelec PLC in relation
to deferred consideration.
The focus of the Company is to realise sufficient funds from these assets to repay all the
Company's remaining creditors. However, there can be no guarantee that the Company
will be successful in any sale or that the proceeds from the realisation of these assets will
be sufficient to repay the creditors and the risk remains that the Company may need to
be placed into administration, and consequently the shares will remain suspended.
Following the disposal of the Company's operating business on 29 February 2016, the
Company is now an AIM Rule 15 cash shell and is seeking to conduct a reverse takeover.
For the Company’s shares to resume trading following the clarification of its financial
position this would need to happen by 15 September 2016 for the Company to retain its
AIM quotation. Furthermore it would need, under the terms of AIM Rule 15, to conclude a
reverse takeover by 29 August 2016 to avoid its shares being suspended at that point if
its shares had resumed trading prior to this date.
The board of IPSA has continued to focus on the disposal of the balance of plant, the
proceeds of which, together with the receipt of the balance of funds due from Rurelec
PLC, will be applied first to settle with our largest creditor, EthosEnergy, and our other
creditors, who have all continued to show forbearance while we pursue these objectives.
We are heavily reliant on the patience of our creditors to continue trading and as a
consequence there remains a risk that the Company could be placed into administration if
their patience runs out before these objectives can be achieved.
The Company's strategy, which was put in place under the outgoing chairman, continues
to be to address the financial uncertainty of the Company as outlined above and to seek
out a reverse merger partner prior to 29 August 2016 in accordance with AIM Rule 15.
On behalf of the shareholders I would like to thank the outgoing Chairman, Richard
Linnell, and retiring directors Neil Bryson and Mark Otto for their stewardship of the
Company over what have proved to be very testing times.
The new board will continue to work vigorously in pursuit of merger opportunities with a
view to settling outstanding creditors and providing shareholders with value through a
reverse merger that would allow the dual listings to be maintained in the permitted
timetable. Although no prospective candidate has been identified, I hope to be in a
position to provide shareholders with further information in due course.
I would like to thank creditors, shareholders and the outgoing directors for their support
over the period under review.
Susan Laker
Chairman
IPSA GROUP PLC
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(unaudited)
for the 12 month period ended 31 March 2016
Notes 12 months 6 months 12 months
31/3/16 30/9/15 31/3/15
unaudited unaudited audited
£’000 £’000 £’000
Revenue 2,517 1,748 3,649
Cost of Sales (3,077) (1,712) (3,804)
Gross Profit/(Loss) (560) 36 (155)
Administrative Expenses (1,012) (629) (1,482)
Operating Loss (1,572) (593) (1,637)
Other Expense 3 (203) (67) (78)
Impairment on NewCogen
Investment Reversal/(Increase) 1,241 438 (5,144)
Net Finance Expense (24) (24) (74)
Loss Before Tax (558) (246) (6,933)
Tax Expense - - -
Loss After Tax (558) (246) (6,933)
Other Comprehensive Income:
Exchange Differences on (5,683) - (118)
Translation of Foreign Operation
Total Comprehensive Loss (6,241) (246) (7,051)
Attributable to Equity
Shareholders
Loss per ordinary share (basic 4 (0.19p) (0.23p) (6.45p)
and headline)
IPSA GROUP PLC
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION (unaudited)
at 31 March 2016
Notes 31/3/16 30/9/15 31/3/15
unaudited unaudited audited
£’000 £’000 £’000
Assets
Non-current Assets
Property, Plant and Equipment - 1,916 1,916
Current Assets
Trade and Other Receivables 1,916 3,732 3,421
Cash and Cash Equivalents 2 37 3
1,918 3,769 3,424
Non-current Assets 5 4,000 4,000 4,000
Classified as Assets Held
for Sale
Total Assets 5,918 9,685 9,341
Equity and Liabilities
Equity Attributable to Equity Holders of the Parent:
Share Capital 2,150 2,150 2,150
Share Premium Account 26,767 26,767 26,767
Foreign Currency Reserve - (5,843) (5,843)
Profit and Loss Reserve (28,072) (22,077) (21,831)
Total Equity 845 997 1,243
Current Liabilities
Trade and Other Payables 6 4,653 7,486 7,152
Borrowings 420 1,202 946
5,073 8,688 8,098
Total Equity and Liabilities 5,918 9,685 9,341
IPSA GROUP PLC
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited)
for the 12 month period ended 31 March 2016
12 months 6 months 12 months
31/3/16 30/9/15 31/3/15
unaudited unaudited audited
£’000 £’000 £’000
Loss for the Period (558) (246) (6,933)
Add back: Net Finance Expense 24 24 73
Adjustments for:
Depreciation and Impairment 257 257 4,472
Group IAS 10 Write Down re: Post (257) (257) 1,311
Unrealised Exchange Losses - - (30)
Change in trade and Other Receivables 91 (311) 153
Change in trade and Other Payables (673) 334 311
Cash used in operations (1,116) (198) (642)
Interest paid (62) (6) (13)
Net cash used in operations (1,178) (204) (655)
Cash flows from Investing Activities
Sale/(Purchase) of Plant and Equipment 1,916 - (99)
1,916 - (99)
Cash flow from Financing Activities
Loans Received 759 586 729
Loans Repaid (1,532) (348) (33)
(773) 238 696
(Decrease) / Increase in Cash and
Cash Equivalents (35) 34 (58)
Cash and Cash Equivalents
at start of period 37 3 61
Cash and cash equivalents
at end of period 2 37 3
IPSA GROUP PLC
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (unaudited)
for the 12 month period ended 31 March 2016
Share Share Foreign Profit 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 - - 160 (558) (398)
Exchange Differences - - 5,683 (5,683) -
Total Recognised Expense - - 5,843 (6,241) (398)
for the Period
At 31.03.16 2,150 26,767 - (28,072) 845
Notes to the unaudited Interim Statement for the 12 month period ended 31
March 2016
1. Basis of Preparation
These condensed consolidated interim financial statements do not constitute statutory
accounts within the meaning of Section 435 of the Companies Act 2006. The comparative
figures for the year ended 31 March 2015 were derived from the statutory accounts for
that period which have been delivered to the Registrar of Companies. Those accounts,
which contained a qualified audit report, did not contain any statements under Sections
489(2) or (3) of the Companies Act 2006. The financial information contained in this
interim statement has been prepared in accordance with all relevant International
Financial Reporting Standards (“IFRS”) as adopted by the European Union in force and
expected to apply to the Group’s results for the year ending 31 March 2015 and on
interpretations of those Standards released to date.
2. Accounting Policies
These condensed consolidated interim financial statements have been prepared in
accordance with the Group’s IFRS accounting policies. These policies are set out in the
Group’s financial statements for the year ended 31 March 2015.
3. Other (Expense)/Income
12 months 6 months 12 months
31/3/16 30/9/15 31/3/15
£’000 £’000 £’000
Exchange Gains1 69 69 288
Storage and Insurance Costs2 (272) (136) (366)
Total (203) (67) (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
12 months 6 months 12 months
31/3/16 30/9/15 31/3/15
Average number of shares 107.5m 107.5m 107.5m
in issue during the period
Loss for the Period £0.558m £0.246m £6.933m
Loss per ordinary share - basic and 0.19p 0.23p 6.45p
headline
Loss per ordinary share - diluted 0.19p 0.23p 6.45p
5. Assets Held for Sale
This comprises directors’ valuation of the balance of plant which was not sold to Rurelec
PLC and is currently available for sale.
6. Trade and other payables
Trade and other payables include:
a) An amount of £3.7 million claimed by EthosEnergy in respect of the balance due
for refurbishment work completed in 2008, plus storage charges and interest.
b) An accrual of £0.2 million in respect of remuneration due to the directors and
which is subject to a waiver agreed in February 2016.
7. Disposal of Blazeway
The disposal of Blazeway Engineering Limited (“Blazeway”) was announced on 28 January
2016 for a total consideration of £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 30 June 2016. This interim
statement has not been audited.
Copies may be obtained from 17th Floor, Millbank Tower, 21-24 Millbank, London SW1P
4QP or from the IPSA website www.ipsagroup.co.uk
About IPSA:
IPSA Group PLC is a British company established to develop power generation projects in
Southern Africa. It is managed by a team with a strong track record in developing power
projects worldwide and with considerable experience in Southern Africa.
IPSA floated on the AIM market of the London Stock Exchange in September 2005 and
obtained a dual listing on the Altx market of the Johannesburg Stock Exchange in October
2006.
Date: 30 June 2016
Sponsor: PSG Capital Proprietary Limited
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