TIDMLEF
RNS Number : 4165D
Ludgate Environmental Fund Limited
29 January 2015
Ludgate Environmental Fund Limited (the "Company")
Interim Results for the six months ended 31 December 2014
CHAIRMAN'S STATEMENT
I am pleased to report to shareholders on the performance of
Ludgate Environmental Fund Limited ("LEF") in the half year ending
31st December 2014.
Financial Review
The net asset value of LEF on 31st December 2014 was
GBP31,486,293 (2013: GBP37,886,299), equivalent to 59.0 (2013:
70.7) pence per share. A net loss of GBP4,012,922 was recorded
(2013: GBP5,030,475). At the end of the period the cash balance was
GBP1,188,987 (30th June 2014: GBP1,645,950).
Strategy and Portfolio Review
LEF is fully invested. Our purpose is to maximise the achievable
value of the assets within the remaining life of the Company and
return the cash proceeds of sales to shareholders. At an EGM on 1st
September 2014 shareholders voted to extend the life of LEF to 30th
June 2018 with the expectation that the portfolio would be mostly
sold by mid 2017 and that this additional period was in the best
interests of the Company to realise value for shareholders; the
investing policy and management and performance fee arrangements
and incentives for the Investment Adviser were amended accordingly.
The AGM held on 14th November 2014 again confirmed the strategy,
investing policy and financial report.
We reorganised our interest in shares of Rapid Action Packaging
Limited through the conversion of CULS such that we now own the
largest proportion without exercising management control. The
company is performing within expectations. STX Services B.V., the
broker of environmental certificates, has continued to exceed its
budgets and has broadened business into the brokerage, as a
regulated entity of fixed income securities. We subscribed for
further shares of Tamar Energy Limited, the UK biomass generator,
as disclosed in our EGM notice. The company has recently raised
debt finance and the roll out of operations seems on course toward
profitability. Ignis Wick has achieved effective operational
performance and is expected to reach cashflow breakeven with the
completion of contracts under current negotiation. Lumicity
continued to realise its investments and distribute proceeds to
shareholders. Micropelt is developing core products toward
commercialisation. In December we wrote off our investment in ECO
Plastics Limited, GBP2 million at the 30th September 2014 NAV date,
representing 3.8p of NAV or 5.7% of net assets. The company proved
too thinly capitalised to withstand the loss of an advantageous
feedstock contract and falling prices in the offtake market. We
continue to hold listed securities of Hydrodec Group plc and
Phoslock Water Solutions Limited on an available for sale
basis.
Denis Quilty resigned from the board on 27th August 2014. I
should like to thank my fellow board members for their commitment
and diligence in determining the value of the assets we hold and to
the strategy and investing policy recommended and endorsed by
shareholders at the EGM and AGM respectively.
For further information contact:
Ludgate Environmental Fund Limited +44 (0) 1534 609034
John Shakeshaft, Chairman
Ludgate Investments Limited +44 (0) 20 3478 1000
Bill Weil
PricewaterhouseCoopers LLP (Nomad) +44 (0) 20 7212 1798
Chris Clarke
Panmure Gordon (Broker) +44 (0) 20 7886 2713
Paul Fincham
BALANCE SHEET
AS AT 31 ST DECEMBER 2014
Unaudited Audited Unaudited
interim annual interim
financial financial financial
statements statements statements
31st Dec 30th June 31st Dec
Notes 14 14 13
ASSETS GBP GBP GBP
Non-current assets
Financial assets at fair value
through profit or loss 7,20 29,721,488 31,369,034 30,422,877
Current assets
Derivatives at fair value through
profit or loss 7,8 264,203 135,224 84,373
Loans receivable 10 319,672 1,169,672 1,169,672
Trade and other receivables 11 63,355 1,270,858 971,685
Cash and cash equivalents 9 1,188,987 1,645,950 5,322,039
1,836,217 4,221,704 7,547,769
----------- ------------- -------------
TOTAL ASSETS 31,557,705 35,590,738 37,970,646
=========== ============= =============
LIABILITIES
Current liabilities
Trade and other payables 12 71,412 91,523 84,347
TOTAL LIABILITIES 71,412 91,523 84,347
NET ASSETS ATTRIBUTABLE TO
EQUITY SHAREHOLDERS 31,486,293 35,499,215 37,886,299
----------- ------------- -------------
TOTAL LIABILITIES AND NET ASSETS
ATTRIBUTABLE TO EQUITY SHAREHOLDERS 31,557,705 35,590,738 37,970,646
=========== ============= =============
Net asset value per ordinary share
outstanding 0.59 0.67 0.71
These interim financial statements on pages 6 to 43 were approved
and authorised for issue by the Board of Directors on the 28 day
of January 2015 and were signed on its behalf by:
Director: David R
Pirouet
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD 1ST JULY 2014 TO 31ST DECEMBER 2014
Unaudited Audited Unaudited
interim annual interim
financial financial financial
statements statements statements
1st Jul 1st Jul 1st Jul
14 13 13
to to to
31st Dec 30th Jun 31st Dec
Notes 14 14 13
INCOME: GBP GBP GBP
Deposit interest income 1,213 20,958 15,129
Loan notes interest income 207,315 1,455,279 1,198,153
Dividend income 429,687 595,350 590,235
Other income 11,132 75,250 -
649,347 2,146,837 1,803,517
------------ -------------- -----------------
EXPENSES:
Net loss on financial assets
and derivatives at fair
value through profit or
loss 7,8 3,064,505 7,296,342 5,274,327
Net loss on foreign exchange 3,824 2,573 2,000
Administration and accountancy
fees 115,141 189,410 96,494
Adviser fees 17 350,748 910,388 483,672
Audit fees 4 8,480 28,540 10,040
Directors' fees and expenses 4 51,429 162,668 85,604
Legal fees 12,407 13,018 9,450
Miscellaneous fees 5,343 10,515 7,729
Professional fees 92,503 116,334 53,013
Provision for interest
receivable 942,633 309,813 485,544
Withholding tax 15,256 421,790 326,119
4,662,269 9,461,391 6,833,992
------------ -------------- -----------------
TOTAL COMPREHENSIVE LOSS (4,012,922) (7,314,554) (5,030,475)
============ ============== =================
Loss per ordinary share 6 (0.08) (0.14) (0.09)
STATEMENT OF CHANGES IN NET ASSETS ATTRIBUTABLE TO EQUITY SHAREHOLDERS
FOR THE PERIOD 1ST JULY 2014 TO 31ST DECEMBER 2014
Total net
Ordinary
shares Net assets assets
and attributable attributable
warrants to equity to equity
Notes issued shareholders shareholders
----------- -------------- --------------
GBP GBP GBP
FOR THE PERIOD ENDED 31ST
DECEMBER 2014
Opening balance as at 1st
July 2014 56,018,481 (20,519,266) 35,499,215
Total comprehensive loss - (4,012,922) (4,012,922)
Closing balance as at 31st
December 2014 13 56,018,481 (24,532,188) 31,486,293
=========== ============== ==============
FOR THE YEAR ENDED 30TH
JUNE 2014
Opening balance as at 1st
July 2013 57,013,686 (10,497,173) 46,516,513
Purchase of own shares 13 (995,205) - (995,205)
Total comprehensive loss - (7,314,554) (7,314,554)
Dividends paid to equity
shareholders 5 - (2,707,539) (2,707,539)
Closing balance as at 30th
June 2014 13 56,018,481 (20,519,266) 35,499,215
=========== ============== ==============
STATEMENT OF CASH FLOWS
FOR THE PERIOD 1ST JULY 2014 TO 31ST DECEMBER 2014
Unaudited Audited Unaudited
interim annual Interim
financial financial financial
statements statements Statements
1st Jul 1st Jul 1st Jul
14 13 13
to to To
31st Dec 30th Jun 31st Dec
Notes 14 14 13
GBP GBP GBP
Cash flows from operating
activities 16 (620,566) (1,819,474) (1,110,899)
------------ -------------- -------------
Cash flows from investing
activities
Purchase of investments 7 (1,545,938) (5,445,520) (2,426,497)
Sale of investments 7 - 1,146,666 1,146,666
Loan notes interest and
dividends received 863,365 1,281,307 1,126,220
Loan finance provided 10 - (200,000) (200,000)
Loan finance repaid 10 850,000 3,000,000 3,000,000
167,427 (217,547) 2,646,389
------------ -------------- -------------
Cash flows from financing
activities
Dividends paid to equity
shareholders 5 - (2,707,539) (2,707,539)
Purchase of own shares 13 - (995,205) (892,200)
- (3,702,744) (3,599,739)
------------ -------------- -------------
Net decrease in cash and cash
equivalents (453,139) (5,739,765) (2,064,249)
Effects from changes in
exchange rates on cash
and cash equivalents (3,824) (2,573) (2,000)
Cash and cash equivalents
at beginning of the period
/ year 1,645,950 7,388,288 7,388,288
Cash and cash equivalents
at end of the period /
year 9 1,188,987 1,645,950 5,322,039
============ ============== =============
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD 1ST JULY 2014 TO 31ST DECEMBER 2014
1. REPORTING ENTITY
The Company was registered as a public company on 7th June 2007
with registered number 97690 under the Companies (Jersey) Law 1991.
The Company joined the Alternative Investment Market ("AIM") on 2nd
August 2007. The registered office of the Company is Lime Grove
House, Green Street, St Helier, Jersey, JE1 2ST.
The Company was incorporated with a life of approximately eight
years from admission to AIM, expiring on 30th June 2015 (the
"Proposed Wind-up Date"). On 12th August 2014, the Directors
recommended to the shareholders to extend the Wind-up Date until
30th June 2018 and this was approved by the shareholders at an
Extraordinary General Meeting on 1st September 2014.
2. ACCOUNTING POLICIES
a) Basis of preparation
The unaudited interim financial information included in the
half-year report for the six months ended 31st December 2014, has
been prepared in accordance with International Accounting Standard
(IAS) 34 "Interim Financial Reporting". It does not include all of
the information required for full annual financial statements. The
half-year report should be read in conjunction with the annual
report and audited financial statements for the year ended 30th
June 2014, which have been prepared in accordance with
International Financial Reporting Standards ("IFRSs") as adopted by
European Union ("EU"). The extra column of comparatives for the
half-year ended 31st December 2013 in the statement of financial
position is an AIM requirement, and notes to these accounts are not
required.
The more significant policies are set out below:
New Accounting Standards, amendments to existing Accounting
Standards and/or interpretations of existing Accounting Standards
(separately or together, "New Accounting Requirements") adopted
during the period
Amendments to IFRS 10, IFRS 12 and IAS 27 on investment
entities
IFRS 10 was amended on 31st October 2012 to introduce an
exception from the requirement to prepare consolidated financial
statements for "Investment Entities".
The amendment to IFRS 10 defines an Investment Entity as an
entity that: "(a) obtains funds from one or more investors for the
purpose of providing those investor(s) with investment management
services; (b) commits to its investor(s) that its business purpose
is to invest funds solely for returns from capital appreciation,
investment income or both; and (c) measures and evaluates the
performance of substantially all of its investments on a fair value
basis."
The amendment also provides examples of typical characteristics
of an Investment Entity. The characteristics are: holding more than
one investment; having more than one investor; having investors
that are not related parties of the entity; and having ownership
interests in the form of equity or similar interests. However, the
absence of one or more of these characteristics will not prevent an
entity from qualifying as an Investment Entity.
An entity will not be disqualified from being an Investment
Entity where it carries out any of the following activities:
provision of investment-related services to third parties and to
its investors, even when substantial; or, providing management
services and financial support to its investees, but only when
these do not represent separate substantial business activity and
are carried out with the objective of maximising the investment
return from its investees.
New Accounting Standards, amendments to existing Accounting
Standards and/or interpretations of existing Accounting Standards
(separately or together, "New Accounting Requirements") adopted
during the period - (continued)
Amendments to IFRS 10, IFRS 12 and IAS 27 on investment entities
- (continued)
An Investment Entity is required to account for its subsidiaries
at fair value through profit or loss in accordance with IFRS 9,
"Financial instruments" (or IAS 39, "Financial instruments:
recognition and measurement", where applicable). The only exception
is for subsidiaries that provide services to an Investment Entity
that are related to its investment activities, which should be
consolidated.
The exception from the consolidation requirements of IFRS 10
only applies to a parent of an Investment Entity if such parent is
itself an Investment Entity. If the parent is not itself an
Investment Entity, then such parent is required to consolidate all
of the entities that it controls, including the Investment Entity's
investees.
The revised standard is effective for accounting periods
commencing on or after 1st January 2014, but early adoption is
permitted at any time prior to this date. The amendments were
endorsed for use in the EU and were early adopted by the Company in
the prior year.
At the same time as the amendment to IFRS 10 was issued, the
International Accounting Standards Board ("IASB") issued
corresponding amendments to IFRS 12 "Disclosures of Interests in
Other Entities" and IAS 27 "Separate Financial Statements", which
must be adopted concurrently with the amendment to IFRS 10, if
applicable. These amendments were also endorsed for use in the EU
on 20th November 2013 and were early adopted by the Company in the
prior year.
The Company has a controlling holding in Ignis Biomass Limited.
The Company meets the definition of an investment entity and
therefore did not consolidate controlling holding in this entity.
The investment in this entity is accounted for at fair value
through profit or loss, on the same basis as the investment where a
controlling holding is not held, which is how they are currently
presented in the financial statements.
IAS 32, "Financial instruments: Presentation - Offsetting
financial assets and financial liabilities" (amendments)
These amendments clarify that rights of set-off must be legally
enforceable in the normal course of business and must also be
enforceable in the event of default and the event of bankruptcy or
insolvency of all of the counterparties to the contract, including
the reporting entity itself. The amendments also clarify that
rights of set-off must not be contingent on a future event. The
standard is effective for annual periods beginning on or after 1st
January 2014. The amendments did not have any impact on the
Company's financial position or performance.
Non-mandatory New Accounting Requirements not yet adopted
The following applicable New Accounting Requirements have been
issued. However, these New Accounting Requirements are not yet
mandatory and have not yet been adopted by the Company. All other
non-mandatory New Accounting Requirements are either not yet
permitted to be adopted, or would have no material effect on the
reported performance, financial position, or disclosures of the
Company and consequently have neither been adopted, nor listed.
IFRS 9, "Financial Instruments"
IFRS 9 addresses the recognition, classification and measurement
of financial assets and financial liabilities. It is the IASB's
intention that IFRS 9 will replace IAS 39 in its entirety. The IASB
has adopted a phased approach to completion of the overall
standard. When the first phase was published in November 2009, IFRS
9 addressed only the classification and measurement of financial
assets. In October 2010, requirements for the classification and
measurement of financial liabilities were published. The phases
covering impairment methodology and hedge accounting are scheduled
for completion prior to the mandatory effective date.
IFRS 9 requires financial assets to be classified into two
measurement categories: (i) those measured at fair value; and, (ii)
those measured at amortised cost. The determination is made at
initial recognition. The classification depends on the entity's
business model for managing its financial instruments and the
contractual cash flow characteristics of the instrument. For
financial liabilities, the standard retains most of the IAS 39
requirements. The main change is that, in cases where the fair
value option is taken for financial liabilities, the part of a fair
value change due to changes in an entity's own credit risk is
recorded in other comprehensive income rather than the income
statement, unless this creates an accounting mismatch.
The effective date of the standard is yet to be determined in
the EU.
b) Basis of measurement
These financial statements have been prepared on a historical
cost basis as modified by the revaluation of financial assets and
liabilities held at fair value through profit or loss. The policies
have been consistently applied to both periods presented.
Financial instruments at fair value through profit or loss and
derivatives at fair value though profit and loss are measured at
fair value and changes therein are recognised in the statement of
comprehensive income. Information about significant areas of
estimation, uncertainty and critical judgements in applying
accounting policies that have the most significant effect on the
amounts recognised within the financial statements are included in
note 2 Section (o) 'Determination of fair values'.
c) Functional and presentation currency
These financial statements are presented in sterling, which is
the Company's functional and presentation currency.
d) Use of estimates and judgements
The preparation of financial statements in accordance with IFRSs
as adopted by the EU requires the Board to make judgements,
estimates and assumptions that affect the application of policies
and the reported amounts of assets and liabilities, income and
expenses. These estimates and associated assumptions are based on
historical experience and various other factors that are believed
to be reasonable under the circumstances, the results of which form
the basis of making the judgements about carrying values of assets
and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an
ongoing basis. Revisions to accounting estimates are recognised in
the period in which the estimate is revised if the revision affects
only that period, or in the period of the revision and future
periods if the revision affects both current and future
periods.
e) Foreign currencies
Transactions in foreign currencies, other than sterling, are
translated at the foreign currency exchange rate ruling at the date
of the transaction. Monetary assets and liabilities denominated in
foreign currencies are translated to sterling at the foreign
currency closing exchange rate ruling at the balance sheet date.
Foreign currency exchange differences arising on translation and
realised gains and losses on disposals or settlements of monetary
assets and liabilities are recognised in the statement of
comprehensive income. Non-monetary assets and liabilities
denominated in foreign currencies that are measured at fair value
are translated to sterling at the foreign currency exchange rates
ruling at the dates that the values were determined. Foreign
currency differences arising on retranslation are recognised in the
statement of comprehensive income.
f) Financial instruments
Financial assets and financial liabilities are initially
recognised on the Company's balance sheet when the Company becomes
party to the contractual provisions of a given instrument.
Purchases and sales of financial instruments are recognised on
the trade date. Gains and losses are recognised from that date.
Financial assets cease to be recognised when the contractual
rights to cash flows from the assets expire or the Company
transfers the financial assets and substantially all of the risks
and rewards of ownership have been transferred. Financial
liabilities cease to be recognised when the liabilities are
extinguished.
Financial instruments comprise investments in equity and debt
securities, warrants, loans receivable, trade and other
receivables, cash and cash equivalents, trade and other payables
and performance fees retained.
Financial instruments are recognised initially at fair value.
Subsequent to initial recognition financial instruments are
measured as described below.
Financial assets at fair value through profit or loss
An instrument is classified at fair value through profit or loss
if it is held for trading or designated as such upon initial
recognition. The Company has designated its investment holdings as
at fair value through profit or loss as permitted by International
Accounting Standard 39 "Financial Instruments: Recognition and
Measurement." These financial assets are designated on the basis
that they form part of a group of financial assets which are
managed and have their performance evaluated on a fair value basis.
Upon initial recognition attributable transaction costs are
recognised in the statement of comprehensive income when incurred.
Financial instruments at fair value through profit or loss are
measured at fair value, and changes therein are recognised in the
statement of comprehensive income.
Derivatives at fair value through profit or loss
The warrants held by the Company are classified as derivative
financial instruments held for trading. Therefore they are
recognised at fair value, with realised and unrealised gains and
losses being recognised in the statement of comprehensive income.
The derivatives are derecognised when the rights to receive cash
flows from it have expired or the Company has transferred
substantially all risks and rewards of ownership.
Loans and receivables
Loans and receivables are non-derivative financial assets with
fixed or determinable payments that are not quoted in an active
market, other than:
a) those that the Company intends to sell immediately or in the
short-term, which are classified as held for trading, and those
that the entity upon initial recognition designates as at fair
value through profit or loss;
b) those that the Company upon initial recognition designates as
available for sale; or
c) those for which the holder may not recover substantially all
of its initial investment, other than because of credit
deterioration.
Loans and receivables are initially recognised at fair value,
which is the cash consideration to originate or purchase the loan
including any transaction costs and measured subsequently at
amortised cost using the effective interest rate method, less
provision for impairment. Impairment provisions are recognised when
there is objective evidence that the Company will be unable to
collect all of the amounts due under the terms of the receivable.
The Company's loans and receivables comprise loans receivable,
trade and other receivables and cash and cash equivalents.
Cash and cash equivalents
Cash comprises fixed deposits, cash balances and call deposits
with banks. Cash equivalents are short-term highly-liquid
investments that are readily convertible to known amounts of cash,
are subject to an insignificant risk of changes in value, and are
held for the purpose of meeting short-term cash commitments rather
than for investment or other purposes.
Financial liabilities
All liabilities are classified as other financial liabilities
and are measured at amortised cost using the effective interest
rate method.
Ordinary shares
Financial instruments issued by the Company are treated as
equity only to the extent that they do not meet the definition of a
financial liability.
The Ordinary Shares of the Company are treated as equity as they
entitled the shareholder to a pro rata share of the Company's net
assets in the event of the Company's liquidation.
g) Provisions
A provision is recognised if, as a result of a past event, the
Company has a legal or constructive obligation that can be reliably
estimated, and it is probable that an outflow of economic benefits
will be required to settle the obligation. Provisions are
determined by discounting the expected future cash flows at a
pre-tax rate that reflects current market assessments of the time
value of money and the risks specific to that liability.
h) Revenue and expenses
Revenue is recognised to the extent that it is possible that
economic benefits will flow to the Company and the revenue can be
reliably measured. Expenses are accounted for on an accruals
basis.
i) Finance income and expenses
Finance income comprises interest income on funds invested
(including debt securities at fair value through profit or loss),
interest income and loan interest income. Interest income and loan
interest income are recognised as they accrue in the statement of
comprehensive income, using the effective interest rate method.
Dividend income is recognised in the statement of comprehensive
income on the date the Company's right to receive payments is
established which is usually the ex-dividend date.
Finance expenses comprise interest expense on borrowings and
unwinding of discounts on provisions.
Foreign currency gains and losses are reported in the statement
of comprehensive income on a net basis.
j) Earnings per share ("EPS") and net asset value ("NAV") per
share
The Company presents basic EPS and NAV data for its ordinary
shares. Basic EPS is calculated by dividing the comprehensive
income attributable to equity shareholders from operations by the
weighted average number of ordinary shares in issue during the
period. (For further details see note 6). NAV per equity share is
calculated by dividing net assets attributable to equity
shareholders by the number of equity shares outstanding at the
period end.
k) Transaction costs
Expenses incurred by the Company that are directly attributable
to the offering of new shares have been taken to statement of
changes in net assets attributable to equity shareholders.
l) Taxation
Profits arising in the Company are subject to Jersey Income Tax,
currently at the rate of 0%.
The Company is registered under the Reporting Fund regime
Regulation 51 of The Offshore Fund (Tax) Regulations 2009 in the
United Kingdom effective 1st July 2009.
m) Dividends payable
Dividends payable to ordinary shareholders are accounted for
when a legal obligation arises.
Dividends payable, if any, on ordinary shares are recognised in
the statement of changes in net assets attributable to equity
shareholders.
n) Offsetting
Financial assets and liabilities are offset and the net amount
is reported within assets and liabilities where there is a legally
enforceable right to set off the recognised amounts and there is an
intention to settle on a net basis, or realise the asset and settle
the liability simultaneously.
o) Determination of fair value
A number of the Company's accounting policies and disclosures
require the determination of fair values for the financial assets
and liabilities. Fair value is the price that would be received to
sell an asset or paid to transfer liability in an ordinary
transaction between market participants at the measurement date.
Fair values have been determined for disclosure purposes based on
the following methods. When applicable, further information about
the assumptions made in determining fair values is disclosed in the
notes specific to that asset or liability.
Financial assets for which quoted closing prices are available
from a third party in a liquid market are valued on the basis of
quoted bid prices. Where there are no available quoted prices the
fair values will be determined in accordance with International
Private Equity and Venture Capital Valuation Guidelines ("IPEVCV"
Guidelines) as amended from time to time.
The fair value of financial assets traded in active markets are
based on quoted market prices at the close of trading on the
balance sheet date. Prior to 1st January 2013, the quoted market
price used for financial assets held by the Company was the last
traded price. The Company adopted IFRS 13, "Fair value
measurement", from 1st January 2013; it did not change its fair
valuation input where the last traded market price for financial
assets has been utilised and such last traded price falls within
the bid-ask spread.
Unquoted equities and unquoted securities are valued using a
variety of methods as follows:
- Rapid Action Packaging Limited Ordinary Shares have been
valued based on an EBITDA multiple in line with market multiples.
This metric has been discounted to reflect the Company's unlisted
status.
- STX Services B.V. Ordinary Shares have been valued based on a
multiple of profit before tax for the period / year. This metric
has been discounted to reflect the Company's unlisted status.
- Terra Nova's Preference Shares and Loan Notes have now been
written off following the Company being placed into
administration.
- ECO Plastics Limited Ordinary Shares and Loan Notes have now
been written off following the Company being placed into
administration.
- Emergya Wind Technologies B.V. ("Emergya") Preference Shares
value was written off following the refinancing of Emergya which
led to the Company's shareholding being diluted to an insignificant
stake.
- Lumicity Limited Class A Preference Shares are valued on a net
asset basis and the loan is valued at cost.
- Tamar Energy Limited Ordinary Shares are valued on a
discounted cash flow basis in the current period and were valued at
cost in the prior year. A discount of 15% has been applied to
reflect the Company's unlisted status.
- Ignis Biomass Limited Ordinary Shares are valued on a
discounted cash flow basis and the unsecured loan stock is valued
at cost.
- Micropelt GmbH (the old company) unsecured loan stock has been
written off following the Company being placed into
administration.
- Micropelt GmbH (the new company) Ordinary Shares are valued at
their estimated realisable value.
- Micropatent B.V. Ordinary Shares are valued at cost following
its recent acquisition.
Investments are made in companies that may be subject to a high
degree of operating and financial risk. The values assigned to
investments are based upon available information and do not
necessarily represent amounts that might ultimately be realised.
Because of the inherent uncertainty of valuations, estimated
carrying values may differ significantly from the values that would
have been realised had a ready market for the investments existed,
and these differences could be material.
The fair value of financial liabilities is calculated based on
the present value of future principal and interest cash flows,
discounted at the market rate of interest at the balance sheet
date.
The fair value of derivatives at fair value through profit or
loss is derived using the Black Scholes Option Pricing Model.
p) Investment entity
The Directors do not believe that the Company has the power to
exercise control over the investments, except for Ignis Biomass
Limited, as set out in the provisions of paragraph 12 of
International Accounting Standard 27 (Consolidated Financial
Statements and Accounting for Investments in Subsidiaries), or
under the Standard Interpretations Committee pronouncement Number
12 (SIC 12 - Consolidation: Special Purpose Entities). The
Directors have arrived at this opinion because the Company in any
of its investments with the exception of Ignis Biomass Limited:
- does not hold a controlling stake;
- does not have the power to govern the financial and operating
policies;
- does not have the power to remove the majority of the members
of the Board of Directors; and
- does not have the power to cast the majority of votes at
meetings of the Board of Directors.
Ignis Biomass Limited was not consolidated in these financial
statements as the Company qualified for the exemption from the
requirement to prepare consolidate financial statements. The
investment in this entity is accounted for at fair value through
profit or loss.
q) Associates
Associates are all entities over which the Company has
significant influence but not control, generally accompanying a
shareholding of between 20% and 50% of the voting rights.
As the Company operates as a venture capital organisation it
uses the scope exemption of IAS 28 'Investment in Associates' and
designates upon initial recognition some investments that would
otherwise be equity accounted as investments at fair value through
profit or loss with subsequent changes in fair value recognised in
the statement of comprehensive income in the period of the
change.
r) Segment reporting
An operating segment is a component of the Company that engages
in business activities from which it may earn revenues and incur
expenses. The Directors perform regular reviews of the operating
results of the Company and make decisions using financial
information at the entity level only. Accordingly, the Directors
believe that the Company has only one reportable operating
segment.
The Directors are responsible for ensuring that the Company
carries out business activities in line with the transaction
documents. They may delegate some or all of the day to day
management of the business, including the decisions to purchase and
sell securities, to other parties both internal and external to the
Company. The decisions of such parties are reviewed on a regular
basis to ensure compliance with the policies and legal
responsibilities of the Directors. Therefore, the Directors retain
full responsibility as to the major allocation decisions of the
Company.
3. PERFORMANCE FEES RETAINED AND PAYABLE
Period Period ended
ended
31st Dec 31st Dec
14 13
GBP GBP
Performance fees nil nil
payable
========= =============
Performance fees are payable to the Adviser with reference to
the increase in adjusted net asset value per share over the course
of each performance period. The Adviser becomes entitled to receive
a performance fee if the following conditions are met:
a) The adjusted net asset value per share at the end of the
performance period exceeds the Performance Hurdle. The Performance
Hurdle is an amount equal to the placing price increased at a rate
of 8% per annum on a compounded basis up to the end of the relevant
performance period; and
b) The adjusted net asset value per share at the end of the
performance period exceeds the High Watermark. The High Watermark
is the highest previously recorded adjusted net asset value per
share at the end of a performance period for which a performance
fee was last earned.
If the above conditions are met the Adviser is entitled to
receive a fee equal to 20% of the amount by which the adjusted net
asset value exceeds the higher of (i) the performance hurdle and
(ii) the relevant High Watermark multiplied by the time-weighted
average number of shares in issue since the end of the last
performance period for which a performance fee was earned.
The conditions for payment of performance fees were not met for
the performance period ended 31st December 2014 and year ended 30th
June 2014.
20% of any performance fees earned by the Adviser shall be
retained and deposited in a Reserve Account (see note 9).
On 21st December 2012, the Company entered into a new Investment
Advisory Agreement with the Adviser in which the performance fee
basis of calculation was reset from an effective date of 30th June
2012 and under the amended terms, the calculation will add back any
distributions made to shareholders during any performance fee
period. In the addition to the above conditions, there are also
certain additional criteria which need to be met by the Adviser
before any accrued performance fees are payable. Also, as a result
of entering into this new agreement, the balance of the performance
fee retention was released in favour of the Company.
On 1st September 2014 the shareholders approved revised
performance fee arrangements for the Investment Adviser, which took
effect from 1st July 2014:
- the Advisory fee is calculated at 2% of the Company's Net
Asset Value, payable quarterly and any future distributions will no
longer be added back for the purposes of the calculation; and
- the basis of the calculation of the performance fee has been
reset to 30th June 2014 and is payable to the Adviser if certain
conditions are attained.
4. EXPENSES
AUDITOR'S FEES
Period Period ended
ended
31st Dec 31st Dec
14 13
GBP GBP
Audit fees 8,480 10,040
Non-audit fees 3,305 2,651
11,785 12,691
========= =============
DIRECTORS' REMUNERATION AND INTERESTS
Period Period ended
ended
31st Dec 31st Dec
14 13
GBP GBP
Directors' fees 48,750 80,000
Directors' expenses 2,679 5,604
51,429 85,604
========= =============
The details of the Directors' remuneration are as follows:
Period Period
ended ended
31st Dec 31st Dec
14 13
GBP GBP
J. Shakeshaft (Chairman) 30,000 30,000
M. Christensen (Resigned 1st January
2014) - 12,500
R. Green 12,500 12,500
S. Hansen (Resigned 24th March
2014) - 12,500
D. Pirouet 12,500 12,500
D. Quilty (Appointed 1st January 2014,
resigned 27th August 2014) (6,250) -
48,750 80,000
========= =========
As at the balance sheet date, the following Ordinary Shares of
the Company were held by the Directors, the Directors of the
Adviser, the Investment Adviser and the Principals of the
Investment Adviser.
Ordinary
Shares
31ST DECEMBER 2014
Directors
J. Shakeshaft 115,445
Investment Adviser and related
principals
Ludgate Investments
Limited * 664,000
J.N.B. Curtis 15,000
N. Pople 50,000
C. Sebag-Montefiore -
B. Weil -
Ocean Capital Holding
II BV ** 5,839,798
Ordinary
Shares
30TH JUNE 2014
Directors
J. Shakeshaft 115,445
Investment Adviser and related
principals
Ludgate Investments
Limited * 664,000
J.N.B. Curtis 15,000
N. Pople 50,000
C. Sebag-Montefiore -
B. Weil -
Ocean Capital Holding
II BV ** 5,839,798
Principals of Ludgate Investments Limited include Directors and
senior management.
* Ocean Capital Holding II BV, T. Cooke, J.N.B. Curtis, N.
Pople, C. Sebag-Montefiore and B. Weil have an interest in Ludgate
Investments Limited.
** Ocean Capital Holding II BV is a company in which G. Voskamp
and J. Voskamp, both directors of Ludgate Investments Limited, have
20% and 80% shareholdings, respectively.
5. DIVIDENDS
Period Period
ended ended
31st Dec 31st Dec
14 13
GBP GBP
Special dividend - 2,707,539
No interim dividend was paid during this period (for the six
months ended 31st December 2013: nil). No special dividend was paid
during this period (for the six months ended 31st December 2013: a
special dividend of 5.0 pence per share at a total cost of
GBP2,707,539).
6. EARNINGS PER SHARE
The calculation of the basic and diluted earnings per share is
based on the following information:
Period Period
ended ended
31st Dec 31st Dec
14 13
GBP GBP
Total comprehensive loss (4,012,922) (5,030,475)
============ ============
Weighted average number of equity shares
for the purposes of basic earnings per
share 53,345,784 54,872,932
============ ============
GBP GBP
Basic and diluted loss per ordinary
share (0.08) (0.09)
7. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
Investments: Period ended Period ended
31st Dec 30th Jun
14 14
GBP GBP
Opening cost of investments 46,153,611 41,590,494
Purchases / (disposals) during the
period / year:
Additional investments
acquired 1,545,938 5,445,520
Investments sold - (882,403)
Closing cost of investments 47,699,549 46,153,611
============= =============
Period ended Period ended
31st Dec 30th Jun
14 14
GBP GBP
Opening fair value
of investments 31,369,034 34,434,630
Purchases / (disposals) during the
period / year:
Additional investments
acquired 1,545,938 5,445,520
Proceeds on disposal - (1,146,666)
Realised gain on
disposal - 264,263
Fair value movement (3,193,484) (7,628,713)
Closing fair value of investments 29,721,488 31,369,034
============= =============
Further details of the investments held can be found in note 20
to these financial statements.
IFRS 13 requires the Company to classify fair value measurements
using a three level fair value hierarchy that reflects the
significance of the inputs used in making the measurements. The
fair value hierarchy has the following levels:
Level 1 - Quoted prices (unadjusted) in active markets for
identical assets or liabilities.
Level 2 - Inputs other than quoted prices included within Level
1 that are observable for the asset or liability, either directly
or indirectly.
Level 3 - Inputs for the asset or liability that are not based
on observable market data.
The level in the fair value hierarchy within which the fair
value measurement is categorised in its entirety is determined on
the basis of the lowest level input that is significant to the fair
value measurement in its entirety. For this purpose, the
significance of an input is assessed against the fair value
measurement in its entirety. If a fair value measurement uses
observable inputs that require significant adjustment based on
unobservable inputs, that measurement is a Level 3 measurement.
Assessing the significance of a particular input to the fair value
measurement in its entirety requires judgement, considering factors
specific to the asset or liability.
The determination of what constitutes 'observable' requires
significant judgement by the Company. The Company considers
observable data to comprise market data that is readily available,
regularly distributed or updated, reliable and verifiable, not
proprietary, and provided by independent sources that are actively
involved in the relevant market.
The following table analyses within the fair value hierarchy the
Company's financial assets measured at fair value at 31st December
2014 and 30th June 2014.
31st December 2014 Level Level Level 3 Total
1 2
GBP GBP GBP GBP
Financial assets
at fair value through
profit or loss 1,981,323 - 27,740,165 29,721,488
========== ====== =========== ===========
Derivatives at fair
value through profit
or loss - - 264,203 264,203
========== ====== =========== ===========
30th June 2014
Financial assets
at fair value through
profit or loss 2,543,803 - 28,825,231 31,369,034
========== =========== ===========
Derivatives at fair
value through profit
or loss - - 135,224 135,224
========== =========== ===========
Financial assets whose values are based on quoted market prices
in active markets, and therefore classified within Level 1, include
mainly actively listed equities. The Company does not adjust the
quoted market price for these.
7. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS -
(CONTINUED)
Financial assets that trade in markets that are not considered
to be active but are valued based on quoted market prices, dealer
quotations or alternative pricing sources supported by observable
inputs are classified within Level 2. Level 2 includes mainly
convertible bonds. As Level 2 bonds are not traded in an active
market, valuations are based on an option valuation method which
was carried out by an independent broker.
Financial assets classified within Level 3 have significant
unobservable inputs, as they trade infrequently. Level 3 includes
equities and convertible loan notes. As the observable prices are
not available for these equities and convertible loan notes, the
Company has used valuation methods as described in note 2 (o)
'Determination of fair values'.
Level 3 valuations are reviewed on a quarterly basis by the
Company's Investment Adviser, Ludgate Investments Limited ("LIL"),
who report to the Board of Directors on a quarterly basis. The
Investment Adviser considers the appropriateness of the valuation
model inputs, as well as the valuation result using various
valuation methods and techniques generally recognised as standard
within the industry. In selecting the most appropriate valuation
model, the Investment Adviser performs back testing and considers
which model's results have historically aligned most closely to
actual market transactions.
The level 3 unquoted equities amounted to GBP25,370,165 (for the
year ended 30th June 2014: GBP23,980,575) and the Company
substantially utilises comparable trading multiples in arriving at
the valuation. LIL determines comparable public companies (peers)
based on industry, size, developmental stage and strategy. LIL then
calculates a trading multiple for each comparable company
identified. The multiple is calculated by dividing the enterprise
value of the comparable company by its earnings before interest,
taxes, depreciation and amortisation (EBITDA). The trading multiple
is then discounted for considerations such as illiquidity and
differences between the comparable companies based on
company-specific facts and circumstances. The Company utilised net
realisable values and discounted cash flow techniques also. On
determining the discount rate, regard is given to risk rates, the
specific risks of the investment and evidence of the recent
transaction.
The level 3 unquoted securities amounted to GBP2,370,000 (for
the year ended 30th June 2014: GBP4,844,656) and the Company valued
these instruments at cost and net realisable values.
31st December 2014
Reasonable
possible
Fair value Weighted shift Change in
at 31st Valuation Unobservable average +/- (absolute valuation
Description Dec 2014 technique inputs input value) +/-
============= ============= =================== ==================== ============= ============== ==============
GBP GBP
Comparable Profit before
Unquoted trading tax multiple and 6.80× 738,988/
equities 15,280,518 multiples EBITDA multiple - 7.99× 5% (738,988)
============= =================== ==================== ============= ============== ==============
Discounted (226,911)/
8,487,736 cashflow Cost of capital 12.5% 5% 226,911
============= =================== ==================== ============= ============== ==============
Net asset value
Estimated NAV includes estimated
of underlying value of pipeline 46,358/
927,153 investment of projects - 5% (46,358)
============= =================== ==================== ============= ============== ==============
588,520 Estimated Not applicable - - -
realisable
value
============= =================== ==================== ============= ============== ==============
86,238 At cost Not applicable - - -
Unquoted 2,370,000 At cost Not applicable - - -
securities
============= =================== ==================== ============= ============== ==============
30th June 2014
Reasonable
Fair possible
value Weighted shift Change in
at 30th Valuation Unobservable average +/- (absolute valuation
Description Jun 2014 technique inputs input value) +/-
============= ============= ============= =================== ============= ============== =====================
GBP GBP
Comparable Profit before
Unquoted trading tax multiple and 6.46× 879,106/
equities 13,025,359 multiples EBITDA multiple - 8.93× 5% (879,106)
============= ============= ============= =================== ============= ============== =====================
Discounted (214,550)/
1,801,541 cashflow Cost of capital 12.5% 5% 214,550
============= ============= ============= =================== ============= ============== =====================
7,372,008 At cost Not applicable - - -
============= ============= =================== ============= ============== =====================
Estimated
NAV Net asset value
of includes estimated
underlying value of pipeline 89,083/
1,781,667 investment of projects - 5% (89,083)
============= ============= ============= =================== ============= ============== =====================
Unquoted 4,844,656 At cost Not applicable - - -
securities
============= ============= ============= =================== ============= ============== =====================
The change in valuation disclosed in the above table shows the
direction an increase or decrease in the respective input variables
would have on the valuation result. For unquoted equities,
increases in the profit before tax multiple, EBITDA multiple, net
asset value and estimated value would each lead to an increase in
fair value. However, an increase in cost of capital would lead to a
decrease in fair value. For unquoted securities, increases in
estimated value would lead to an increase in fair value.
No interrelationships between unobservable inputs used in the
Company's valuation of its Level 3 unquoted equities have been
identified.
Transfers between levels of the fair value hierarchy are deemed
to have occurred at the beginning of the reporting period.
The movement in Level 3 financial assets for the period ended
31st December 2014 and year ended 30th June 2014 by class of
financial assets were as follows:
Unquoted Unquoted
31st December 2014 Derivatives equities securities Total
GBP GBP GBP GBP
Opening balance 135,224 23,980,575 4,844,656 28,960,455
Total gains / (losses)
(realised/unrealised)
included in the statement
of comprehensive income 128,979 (2,631,004) - (2,502,025)
Purchases and issuances - 4,020,594 (2,474,656) 1,545,938
Closing balance 264,203 25,370,165 2,370,000 28,004,368
============ ============ ============ ============
Unquoted Unquoted
30th June 2014 Derivatives equities securities Total
GBP GBP GBP GBP
Opening balance 67,116 25,100,304 7,033,529 32,200,949
Total gains / (losses)
(realised/unrealised)
included in the statement
of comprehensive income 68,108 (4,077,358) (3,530,098) (7,539,348)
Purchases and issuances - 4,104,295 1,341,225 5,445,520
(1,146,666)
Sales and settlements - (1,146,666) - 1,146,666)
Closing balance 135,224 23,980,575 4,844,656 28,960,455
============ ============ ============ ============
For unquoted equities, if the multiple, discount rate or the
recent market transaction price used in the valuation had increased
by 5%, this would have resulted in an increase in value of
GBP592,173 (for the year ended 30th June 2014: GBP1,122,239). A
decrease of 5% would have resulted in a decrease in value of
GBP592,173 (for the year ended 30th June 2014: GBP1,122,239).
Title of financial assets at fair value through profit or loss
are held by the following parties:
31st Dec 30th Jun
14 14
GBP GBP
Computer Share (Australia) 242,731 204,239
Panmure Gordon & Co Audit fees payable 1,738,592 -
State Street (Jersey) Limited Directors'
fees and expenses payable 27,740,165 28,825,231
Walker Crips Stockbroker
Limited - 2,339,564
29,721,488 31,369,034
=========== ===========
8. DERIVATIVES AT FAIR VALUE THROUGH PROFIT OR LOSS
31st Dec 30th Jun
14 14
GBP GBP
Rapid Action Packaging Limited - 3,368
warrants (30th June 2014: 2,250 warrants) 264,203 135,224
========= =========
9. CASH AND CASH EQUIVALENTS
31st Dec 30th Jun
14 14
GBP GBP
Panmure Gordon & Co 18,811 -
Royal Bank of Scotland International -
current account (GBP) 4,134 56,495
State Street Bank and Trust Company 648,338 -
Walker Crips Stockbrokers Limited - 19,031
Cash held on fixed term deposit:
Fixed term deposits held with Barclays
(GBP) 517,704 440,761
Fixed term deposits held with HSBC (GBP) - 318,243
Fixed term deposits held with Lloyds (GBP) - 619,112
Fixed term deposits held with Royal Bank
of Scotland International (GBP) - 192,308
1,188,987 1,645,950
========== ==========
The Company has permission to borrow sums equivalent to 25% of
the net asset value in accordance with its Articles of Association.
At the balance sheet date, no such facility had been entered into
(30th June 2014: GBPnil). The Board has taken care to minimise the
credit risk associated with cash and cash equivalents. The cash
held in fixed term deposits has been diversified across a number of
reputable financial institutions.
Cash and cash equivalents are held by the following banks and
brokers:
31st Dec 30th Jun
Bank/Broker 14 14
GBP GBP
Barclays 517,704 440,761
HSBC - 318,243
Lloyds - 619,112
Panmure Gordon & Co 18,811 -
Royal Bank of Scotland International 4,134 248,803
State Street Bank and Trust Company 648,338 -
Walker Crips Stockbrokers Limited - 19,031
1,188,987 1,645,950
========== ==========
10. LOANS RECEIVABLE
31st Dec 30th Jun
14 14
GBP GBP
Current:
Ignis Wick Limited 319,672 319,672
Lumicity Limited - 850,000
319,672 1,169,672
========= ==========
The Company entered into a Loan Agreement with Ignis Wick
Limited to fund the development costs of the Wick project up to
GBP779,000. The loan is unsecured, repayable on demand and bears
interest at 10% per annum. As at 31st December 2014, GBP319,672
(year ended 30th June 2014: GBP319,672) has been drawn.
On 12th December 2013, the Company subscribed to GBP200,000
unsecured series B Loan Notes in Lumicity, in addition to the
GBP750,000 unsecured Series B Loan Notes subscribed on 18th August
2011. The loans were repayable on demand with a final redemption
date of 1st January 2018. A partial repayment of the loan amounting
to GBP100,000 was made during the period ended 31st December 2013.
During the period, the full outstanding amount of GBP850,000 of the
loan was repaid (year ended 30th June 2014: GBPnil).
11. TRADE AND OTHER RECEIVABLES
31st Dec 30th Jun
14 14
GBP GBP
Fixed deposit interest receivable 85 220
Investment income receivable - 1,168,996
Prepayments and other receivables 63,270 101,642
63,355 1,270,858
========= ==========
12. TRADE AND OTHER PAYABLES
31st Dec 30th Jun
14 14
GBP GBP
Administration and accountancy fees 51,250 45,000
Audit fees payable - 18,500
Directors' fees and expenses payable 12,500 18,750
Other creditors 7,662 9,273
71,412 91,523
========= =========
All expenses are payable on presentation of an invoice.
13. STATED CAPITAL ACCOUNT
31st Dec 30th Jun
14 14
AUTHORISED:
Ordinary Shares of no par value each Unlimited Unlimited
13. STATED CAPITAL ACCOUNT - (CONTINUED)
The authorised stated capital of the Company comprises an
unlimited number of voting, Ordinary Shares which are neither
redeemable nor convertible and which have no par value.
No. of No. of
No. of Investor Manager
ordinary
shares Warrants Warrants
Opening balance at 1st 53,345,784 - -
July 2014
Closing balance at 31st 53,345,784 - -
December 2014
============ ========= =========
Opening balance at 1st 55,254,784 - -
July 2013
Purchase of own shares (1,909,000) - -
Closing balance at 30th 53,345,784 - -
June 2014
============ ========= =========
Two Ordinary Shares of GBP1.00 each were issued on
incorporation. The initial public offering ("IPO") of Ordinary
Shares on 2nd August 2007 was priced at GBP1.00 per share.
Subscribers for the Ordinary Shares received one investor warrant
for every four Ordinary Shares subscribed. Each investor warrant
entitles the holder to subscribe for additional Ordinary Shares in
the Company at a subscription price of GBP1.50 until the final
subscription date of 31st October 2012. At that date, these
warrants expired.
A second placing of shares occurred on 22nd February 2008.
2,673,509 Ordinary Shares of no par value were issued at a price of
GBP1.12 per share. On 10th November 2008 a further issue of
16,557,807 Ordinary Shares were placed at a price of GBP1.09 per
share. On 5th August 2010 a further issue of 10,293,365 Ordinary
Shares were placed at a price of GBP0.97 per share. No warrants
were attached to these shares issued subsequent to the IPO. The
Ordinary Shares and investor warrants are listed and traded on AIM.
The manager warrants are not listed.
The Ordinary Shares carry the right to vote at general meetings,
dividends and the surplus assets of the Company on winding-up. All
holders of the Ordinary Shares have the same voting rights.
During the period, the Company purchased nil (year ended 30th
June 2014: 1,909,000) of its own ordinary shares amounting to
GBPnil (year ended 30th June 2014: GBP995,205). These shares were
subsequently cancelled.
31st Dec 30th Jun
14 14
GBP GBP
Opening balance 56,018,481 57,013,686
Purchase of own shares - (995,205)
Closing balance 56,018,481 56,018,481
=========== ===========
14. SEGMENT INFORMATION
Geographical information
The Company's country of domicile is Jersey, Channel Islands.
All of the Company's revenues are generated from outside the
Company's country of domicile. Detailed geographical information is
disclosed in note 15 under "concentration risk".
Sources of income
The Company's sources of net income were interest and dividends
from financial assets and deposits. The majority of the income
during the period was derived from investments in Rapid Action
Packaging Limited, STX Services B.V., Ignis Biomass Limited and
fixed term deposits.
15. FINANCIAL RISK MANAGEMENT
The Board of Directors is responsible for the establishment and
oversight of the Company's risk management framework. Policies are
established to identify and analyse the risks faced by the Company,
to set appropriate risk limits and controls and to monitor risks
and adherence to limits. These are reviewed regularly to reflect
changes in market conditions and the Company's activities.
The Company maintains positions in a variety of financial
instruments dictated by its investment management strategy. The
Company's investment portfolio comprises quoted and unquoted equity
investments, unquoted securities and cash which the Company intends
to hold for an indefinite period (subject to the life of the
Company). Asset allocation is determined by the Board who manages
the distribution of the assets to achieve the investment
objectives.
The Directors are aware that substantially all of the current
business of the Adviser is accounted for in the services provided
to the Company under the Advisory Agreement. In reviewing the
performance of the Adviser, the Directors have paid particular
attention to the risks to the Company of the reputation, financial
standing, compliance and operation of each. They are satisfied that
there are sufficient controls in place to ensure that officers of
the Adviser cannot exercise undue influence over financial
reporting and that it is a going concern.
The nature and extent of the financial instruments outstanding
at the balance sheet date and the risk management policies employed
by the Company are discussed below.
Market Risk
Market risk is the risk that changes in market prices, such as
foreign exchange rates, interest rates and equity prices, will
affect the Company's income and or the value of its holdings in
financial instruments. The Adviser is responsible for monitoring,
measuring and reporting market risk.
The Company's exposure to market risk comes mainly from
movements in the value of its investments.
The Company's strategy on the management of investment risk is
driven by the Company's investment objective. The Company's
investment objective is to deliver to investors a significant level
of capital growth in the medium to long-term by building a diverse
portfolio of investments in cleantech companies. The Company's
market risk is managed by the Adviser in accordance with the
policies and procedures in place.
The Company seeks to achieve its investment objective and
minimise investment risk through the identification of appropriate
technologies and companies within the cleantech sector using a
rigorous review and selection process; by adding value to companies
in the portfolio through active support at all stages of their
growth and by focusing on maximising returns for shareholders by
assisting companies in achieving an appropriate and timely
exit.
Potential investments are screened to ensure that investments
comply with the investment criteria, as described in the Admission
Document and described in the Investment Policy. A full review and
due diligence are undertaken before a potential investment can be
submitted for approval by the Screening Committee, Investment
Committee and the Adviser.
Monitoring of the portfolio is carried out on a quarterly basis
by the Adviser who reviews the investments against technology
developments, commercial progress, financial and trading results
including management accounts, management assessment, market
intelligence and anticipated planning and exit. Investment risk is
also reviewed at the time of any investment proposal, the
publication of the net asset values and any capital raising.
The Company's overall market positions are reviewed quarterly by
the Board of Directors. Details of the Company's investment
portfolio composition as at the balance sheet date are disclosed in
note 20 to these financial statements.
Interest Rate Risk
To the extent the Company incurs indebtedness, changes in
interest rates can affect the Company's net interest income, which
is the difference between the interest income earned on
interest-bearing assets and the interest expense incurred on
interest-bearing liabilities. Changes in the level of interest
rates can also affect, among other things, the Company's ability to
acquire loans and investments, the value of its investments and the
Company's ability to realise gains from the settlement of such
assets. Interest rate risk is mitigated by a policy of holding
diversified instruments with varied counterparties.
The majority of the Company's financial assets are fixed rate or
non-interest bearing and all of the Company's financial liabilities
are non-interest bearing. Therefore, the Directors believe that the
Company's exposure to interest rate risk is minimal. Any excess
cash and cash equivalents are invested in fixed term deposits with
maturities of 12 months or less. Investments in debt securities are
in fixed rate instruments and therefore the Company has limited
exposure to prevailing interest rates. Any adverse movement in
interest rates would negatively affect the return on cash deposits
over time. The amount of cash held on fixed term deposits is
expected to reduce over the forthcoming years in accordance with
the Company's stated investment objectives.
Interest rate sensitivity
IFRS 7 Financial Instruments: Disclosures ("IFRS 7") requires a
sensitivity analysis for each type of risk to which the entity is
exposed at the balance sheet date, showing how the profit or loss
and equity would have been affected by changes in the relevant risk
variable that are reasonably possible.
The majority of the Company's financial assets and financial
liabilities are non-interest bearing or fixed rate. During the
period, the Company's interest income from fixed deposits was
GBP1,213 (period ended
31st December 2013: GBP15,129) of which GBP85 (30th June 2014:
GBP220) is outstanding at the end of the period. Had interest rates
been 50 basis points higher throughout the period the Company would
have decreased its loss by GBP5,945 (period ended 31st December
2013: GBP26,610), with a corresponding decrease had interest rates
been 50 basis points lower by GBP5,945 (period ended 31st December
2013: GBP26,610).
Currency Risk
The Company may invest in financial instruments and enter into
transactions that are denominated in currencies other than its
functional currency, sterling. Consequently the Company is exposed
to risk that the exchange rate of its functional currency relative
to other foreign currencies may change in a manner that has an
adverse effect on the value of that portion of the Company's assets
and liabilities denominated in currencies other than sterling.
The Company's policy is to accept a limited amount of currency
risk within the portfolio. It does not hedge either the fair value
of its foreign currency investments nor the cashflows, if any,
arising from such investments. Any gain or loss, recognised as a
result of the Company's investment and valuation policies is
recognised in the statement of comprehensive income. When the
Company has entered into a definitive contract to purchase or sell
securities denominated in foreign currency it purchases forward
contracts; any ineffectiveness in this hedging would also be
recognised in the statement of comprehensive income. The Company's
overall currency risk and exposure is monitored on a quarterly
basis by the Board of Directors. The Directors intend to keep this
policy under quarterly review as the portfolio becomes more fully
invested. The Directors further consider that investment in
currencies is a separate asset class and not as such part of the
normal trading business of the Company.
As at the balance sheet date the Company had the following
currency risk exposure:
31st Dec 30th Jun
14 14
Financial assets at fair value through
profit or loss GBP GBP
Unquoted equities and securities denominated
in EUR 7,706,658 5,882,417
Quoted equities denominated in AUD 262,281 220,689
7,968,939 6,103,106
========== ==========
Trade and other receivables
Trade receivables denominated in EUR 16 16
========== ==========
Trade and other payables
Trade payables denominated
in EUR 6,409 6,613
========== ==========
Currency sensitivity
As at 31st December 2014 if GBP had strengthened against the EUR
by 5%, with all other variables held constant, the loss for the
periodas per the statement of comprehensive income would have
increased and the net assets of the Company would have decreased by
GBP366,679 (year ended 30th June 2014: increase in loss for the
year and decrease in net assets of GBP279,801). A 5% weakening of
GBP against the EUR would have resulted in a decrease in the loss
for the period as per the statement of comprehensive income and an
increase in net assets of the Company of GBP405,277 (year ended
30th June 2014: decrease in loss for the year and increase in net
assets of GBP309,254), with all other variables held constant.
As at 31st December 2014 if GBP had strengthened against the AUD
by 5%, with all other variables held constant, the loss for the
period as per the statement of comprehensive income would have
increased and the net assets of the Company would have decreased by
GBP12,490 (year ended 30th June 2014: increase in loss for the year
and decrease in net assets of GBP10,509). A 5% weakening of GBP
against the AUD would have resulted in a decrease in the loss for
the period as per the statement of comprehensive income and an
increase in the net assets of the Company of GBP13,804 (year ended
30th June 2014: decrease in loss for the year and increase in net
assets of GBP11,615), with all other variables held constant.
The movement in foreign exchange, excluding foreign exchange
movements on financial assets at fair value through profit or loss
which are reflected in the statement of comprehensive income as
part of losses or gains on financial assets at fair value through
profit or loss, for the period ended 31st December2014 was a loss
of GBP3,824 (31st December 2013: GBP2,000). This movement has been
largely caused by the variance in the EUR:GBP exchange rate during
the period on deposits held in EUR. The EUR:GBP exchange rate moved
from 1.2489 as at 1st July 2014 to 1.2886 as at 31st December
2014.
Other price risk
Market price risk is the risk that the value of an instrument
will fluctuate as a result of changes in market prices (other than
those arising due to currency risk or interest rate risk) whether
caused by factors specific to an individual investment, its issuer
or all factors affecting all instruments traded in the market. As
the majority of the Company's financial instruments are held at
fair value with changes in fair value being recognised in the
statement of comprehensive income, all changes in market conditions
will directly affect the profit for the period and the Company's
net assets. Price risk is monitored and reviewed by the Directors
on a quarterly basis, at any valuation event and at each investment
committee meeting, whichever is the more frequent.
Risk is mitigated in a thematic portfolio diversified by
securities, assets, geography and industrial sector. No single
investment can account for more than 15% of ungeared NAV at the
time of investment. No single investment held for short-term
trading can be more than GBP750,000. The following table breaks
down the investment assets held by the Company:
31st Dec 30th Jun
14 14
percentage percentage
Financial assets at fair value through of net of net
profit or loss assets assets
Equity investments:
Quoted 6.20% 7.17%
Unquoted 79.34% 67.55%
Debt investments:
Unquoted 7.41% 13.65%
Market price risk sensitivity
5.78% of the Company's investment assets are listed on European
stock exchanges (year ended 30th June 2014: 7.41%). 0.88% of the
Company's investments are listed on the Australian stock exchange
(year ended 30th June 2014: 0.70%). A 10% increase in stock prices
as at 31st December2014 would have decreased the loss for the
period and would have increased the net assets of the Company by
GBP198,132 (year ended 30th June 2014: decrease in loss for the
year of GBP254,380). An equal change in the opposite direction
would increase the loss and decrease the net assets of the Company
by an equal but opposite amount.
Credit Risk
Credit risk is the risk that a counterparty to a financial
instrument will fail to discharge an obligation or commitment that
it has entered into with the Company. The carrying amount of
financial assets best represents the maximum exposure at the
balance sheet date. At the balance sheet date the Company's
financial assets exposed to credit risk amounted to the
following:
31st Dec 30th Jun
14 14
GBP GBP
Unquoted securities 2,370,000 4,844,656
Loans receivable 319,672 1,169,672
Trade and other receivables 63,355 1,270,858
Cash and cash equivalents 1,188,987 1,645,950
Total financial assets exposed to credit
risk 3,942,014 8,931,136
========== ==========
The Company and its Adviser seek to mitigate credit risk by
actively monitoring the underlying credit quality of the Company's
investment holdings. As noted above, monitoring of the portfolio is
carried out on a quarterly basis by the Adviser who will review the
investments against milestones of technology developments,
commercial progress, financial and trading results including
management accounts, management assessment, market intelligence and
anticipated planning and exit. Any indications of credit risk will
be reported to the Board who will also review the portfolio and the
related credit risk at least on a quarterly basis. The Company
holds no hedges or insurance against counterparty risk. The
Directors believe that the purchase of credit insurance would
expose the Company to an unapproved asset class of derivatives.
The Company holds fixed term deposits of varying maturities with
a number of banks, each with a minimum long-term credit rating from
Standard and Poor's, Moody's, or Fitch of "A", through a pooled
account. This service is entitled "Cash2". All transactions are in
the name of State Street (Jersey) Limited Client Nominee, operated
by State Street (Jersey) Limited. The Company is the beneficial
owner of these deposits. There is no additional payment, liquidity,
or settlement risk associated with the pooling.
The Company analyses the credit concentration based on the
counterparty, industry and geographical location of the financial
assets that the Company holds. The Company's financial assets
exposed to credit risk were concentrated in the following
industries:
31st Dec 30th Jun
14 14
Resource efficiency industries 69.84% 81.57%
Banks/financial services 30.16% 18.43%
All of the Company's financial assets exposed to credit risk
which were held at the balance sheet date are European.
Concentration Risk
The Company may be exposed at any given time to a degree of
concentration risk. To the extent that the Company's investments
are concentrated in any one sub-sector of the cleantech sector,
country or asset class downturns affecting the source of
concentration may result in total or partial loss on such
investments, which will reduce the Company's net asset value. The
Directors consider the sector a diversified asset class and that
effective hedging could be achieved by replication in purchasing
differentiated securities but that the cost of these transactions
would negate the value of the protection. The Company's investments
are concentrated as follows:
31st Dec 30th Jun
14 14
Investment in resource efficiency industries 100.00% 100.00%
Geographical area - Netherlands 23.95% 17.84%
Geographical area - UK 73.19% 80.55%
Geographical area - Australia 0.88% 0.70%
Geographical area - Germany 1.98% 0.91%
Liquidity Risk
Liquidity risk is the risk that the Company will not be able to
meet its financial obligations as they fall due.
The Company may face liquidity risks. Most of the investments in
which the Company invests are relatively illiquid i.e. private
companies which require a long-term capital commitment. A
substantial amount of the Company's funds are concentrated in a
limited number of investments subject to legal and other
restrictions on resale, transfer, pledge or other disposition or
that are less liquid than publicly traded securities. The
illiquidity of these investments may make it difficult to sell
investments if the need arises or the Investment Adviser determines
that such a sale would be in the Company's interests.
The Directors monitor liquidity risk at least quarterly and
perform going concern tests before the semi-annual publication of
the financial statements. As an operating practice the Company is
expected to hold at least sufficient working capital for a year's
continuous operation on a rolling basis. The Company also holds
sums equivalent to three months' forward operating expenses in call
accounts. The Directors review this policy regularly. The Company
also has permission to borrow sums equivalent to 25% of NAV in
accordance with the terms of its Articles of Association.
Maturity profile
The tables below show the maturity of the current borrowings
under the facilities, rather than the maturity over the whole life
of the facilities and the expected maturity of the securities,
rather than the legal maturity date.
31st Dec 14 30th Jun 14
Within One to Within One to five
one year five years one year years
------------ -------------- ------------ --------------
GBP GBP GBP GBP
Financial liabilities:
Trade and other payables 71,412 - 91,523 -
============ ============== ============ ==============
Financial instruments by category
Amounts recognised in balance sheet according
to IAS 39
Fair value
recognised
Category in accordance Carrying Amortised in
with IAS 39 amount cost profit or Fair value
loss
GBP GBP GBP GBP
At 31st December 2014:
Loans and receivables 1,572,014 1,572,014 - 1,572,014
Fair value through
profit or loss 29,985,691 - 29,985,691 29,985,691
Other liabilities 71,412 71,412 - 71,412
At 30th June 2014:
Loans and receivables 4,086,480 4,086,480 - 4,086,480
Fair value through
profit or loss 31,504,258 - 31,504,258 31,504,258
Other liabilities 91,523 91,523 - 91,523
Disclosure of material income, expenses, gains and losses
resulting from financial assets and financial liabilities:
Fair value Financial
Loans and through liabilities
at
receivables profit or amortised
loss cost
-------------- -------------- ----------------------
GBP GBP GBP
31st December 2014:
Net loss on financial
assets and derivatives
at fair value through
profit or loss - (3,064,505) -
Investment income 20,916 617,299 -
Loss on foreign exchange (3,824) - -
17,092 (2,447,206) -
============== ============== ======================
30th June 2014:
Net loss on financial
assets and
derivatives at fair value
through profit
or loss - (7,296,342) -
Investment income 75,435 1,996,152 -
Loss on foreign exchange (2,573) - -
72,862 (5,300,190) -
============== ============== ======================
Assets and liabilities not carried at fair value but for which
fair value is disclosed
The following table analyses within the fair value hierarchy the
Company's assets and liabilities (by class) not measured at fair
value at 31st December 2014 and 30th June 2014 but for which fair
value is disclosed.
At 31st December 2014:
Assets Level Level Level 3 Total
1 2
GBP GBP GBP GBP
Loans receivable - 319,672 - 319,672
Trade and other receivables - 63,355 - 63,355
Cash and cash equivalents 1,188,987 - - 1,188,987
1,188,987 383,027 - 1,572,014
========== ======== ======== ==========
Liabilities
Trade and other payables - 71,412 - 71,412
========== ======== ======== ==========
At 30th June 2014:
Assets Level Level Level 3 Total
1 2
GBP GBP GBP GBP
Loans receivable - 1,169,672 - 1,169,672
Trade and other receivables - 1,270,858 - 1,270,858
Cash and cash equivalents 1,645,950 - - 1,645,950
1,645,950 2,440,530 - 4,086,480
========== ========== ======== ==========
Liabilities
Trade and other payables - 91,523 - 91,523
========== ========== ======== ==========
The assets and liabilities included in the above table are
carried at amortised cost; their carrying values are a reasonable
approximation of fair value.
Cash and cash equivalents include deposits held by the banks.
Loans receivable include the contractual amounts for settlement of
obligations due to the Company.
Trade and other receivables include the loan interest and
investment income receivables. Trade and other payables represent
the contractual amounts and obligations due by the Company for
settlement.
Capital Management
The Company is an investment company listed at AIM in London.
Capital can only be increased either by the issue of new shares at
net asset value or by borrowing up to the permitted limit of 25% of
NAV. Capital can only be reduced by the repurchase and cancellation
of shares or the payment of special dividends both of which require
shareholder resolution. The Company seeks to provide long-term
capital return in accordance with its stated investment policy from
a diversified portfolio of securities of cleantech companies. The
Company does not hold or intend to hold any derivatives other than
those which may be embedded in or between the assets in the
portfolio.
The Company will at all times maintain sufficient liquidity to
cover at least twelve months' anticipated operating expenses. The
Directors will also assure themselves that the NAV of the Company
is sufficient for the cost effective management of the portfolio
and the Company's objectives.
16. CASH GENERATED FROM OPERATIONS
Period Period ended
ended
31st Dec 31st Dec
14 13
GBP GBP
Total comprehensive loss (4,012,922) (5,030,475)
Adjustments for:
Unrealised loss on financial assets
and derivatives at fair value through
profit or loss 3,064,505 5,538,590
Realised gain on financial assets and
derivatives at fair value through profit
or loss - (264,263)
Net loss on foreign exchange: cash
and cash equivalents 3,824 2,000
Loan notes interest income (207,315) (1,198,153)
Dividend income (429,687) (590,235)
Provision for interest receivable 942,633 485,544
Decrease / (increase) in trade and
other receivables 38,507 (16,902)
Decrease in trade and other payables (20,111) (37,005)
CASH FLOWS FROM OPERATIONS (620,566) (1,110,899)
============ =============
17. RELATED PARTY DISCLOSURE
Directors' remuneration and expenses payable for the period
ended 31st December2014 are disclosed in notes 4 and 12.
The terms and conditions of any transactions with key management
personnel and their related parties are no more favourable than
those available, or which might reasonably be expected to be
available, on similar transactions to non-key management personnel
related entities on an arm's length basis.
On 21st December 2012, the Company entered into a revised
Investment Advisory Agreement with the Adviser which took effect
from 1st July 2012 in which it is entitled to receive a management
fee from the Company at a rate of 2% of the Company's net asset
value for each quarter end plus any distributions made to
shareholders since 30th June 2012 which is payable quarterly in
advance. In addition the Adviser was entitled to retain any fees
received from providing directors to certain portfolio companies at
LEF's nomination.
During the period the Adviser's fee was GBP350,748 (period ended
31st December 2013: GBP483,672). No accrued Adviser's fees were
outstanding as at the period end (year ended 30th June 2014:
GBPnil). During the period the Adviser's expenses were GBPnil
(period ended 31st December 2013: GBPnil).
No placing fees were paid to LIL by the Company during the
period (period ended 31st December 2013: GBPnil).
Under the terms of the original Investment Advisory Agreement
the Adviser is also entitled to a performance fee which is payable
in arrears in respect of each annual period ending 30th June. The
first calculation period began on the admission date and ended on
30th June 2008. Under the updated Investment Advisory Agreement,
the basis of the calculation of the performance fee was reset to
30th June 2012 and was payable to the Advisor if certain conditions
were attained. On 1st September 2014, the shareholders approved the
recommendation of the Directors to amend the fee arrangements under
the Investment Advisory Agreement with effect from 1st July 2014,
as follows:
- the Advisory fee is calculated at 2% of the Company's Net
Asset Value, payable quarterly and any future distributions will no
longer be added back for the purposes of the calculation; and
- the basis of the calculation of the performance fee has been
reset to 30th June 2014 and is payable to the Adviser if certain
conditions are attained.
The performance fee is dependent on the Company's performance
and amounted to GBPnil for the period ended 31st December 2014
(period ended 31st December 2013: GBPnil). Further details are
disclosed in note 3.
From time to time members of the LIL group may provide corporate
financial services to the Company and investee companies. The
Directors ensure that such services are pre-approved, provided on
an arm's length basis and at market terms and that any possible
conflicts of interest are disclosed.
In the period ended 31st December 2014, LIL provided directors
fee services to certain portfolio companies and these fees were
retained by LIL under the terms of the revised Investment Advisory
Agreement. The total paid by portfolio companies for various
corporate services to LIL for the period ended 31st December2014
was GBP101,615 (period ended 31st December 2013: GBP---46,498). Out
of this sum, LIL reimbursed the Company GBPnil (period ended 31st
December 2013: GBPnil).
18. IMMEDIATE HOLDING COMPANY AND ULTIMATE CONTROLLING PARTY
In the opinion of the Directors there is no single ultimate
controlling party since the criteria contained within the
definition of "control" in IAS 24 - Related Party Disclosures are
not satisfied by any one party.
19. SHAREHOLDERS' INTERESTS
As at the balance sheet date, the registered holdings of the
Company of at least 3% of the total share capital as far as the
Board is aware comprised:
Ordinary Percentage
AS AT 31ST DECEMBER shares
2014 held shareholding
Securities Services Nominees Limited 8,979,271 16.83%
HSBC Global Custody Nominee (UK) Limited
(814437) 7,568,308 14.19%
HSBC Global Custody Nominee (UK) Limited
(786698) 5,839,757 10.95%
Flintshire County Council 5,791,288 10.86%
Harewood Nominees Limited (4046320) 5,220,999 9.79%
Quintain Estates and Development
PLC 4,000,000 7.50%
Chase Nominees Limited 3,809,939 7.14%
HSBC Global Custody Nominee (UK) Limited
(771096) 3,669,094 6.88%
State Street Nominees Limited (OM04) 2,159,000 4.05%
AS AT 30TH JUNE 2014
Securities Services Nominees Limited 8,229,271 15.43%
HSBC Global Custody Nominee (UK) Limited
(810269) 7,568,308 14.19%
HSBC Global Custody Nominee (UK) Limited
(786698) 5,839,757 10.95%
Flintshire County Council 5,791,288 10.86%
Harewood Nominees Limited 5,220,999 9.79%
Quintain Estates and Development PLC 4,000,000 7.50%
Chase Nominees Limited 3,809,939 7.14%
HSBC Global Custody Nominee (UK) Limited
(771096) 3,669,094 6.88%
BNY (OCS) Nominees Limited 2,159,000 4.05%
20. INVESTMENTS 31st Dec 31st Dec 30th Jun 30th Jun
14 14 14 14
Cost Fair value Cost Fair value
Quoted equity securities: GBP GBP GBP GBP
Hightex Group plc Ordinary
Shares 730,000 15,000 730,000 30,000
Hydrodec Group plc
Ordinary Shares 3,498,417 1,108,842 3,498,417 1,697,914
Phoslock Water Solutions
Limited Ordinary shares 443,713 262,281 443,713 220,689
Renewable Energy Generation
Ordinary shares 720,241 595,200 720,241 595,200
Total quoted equities: 5,392,371 1,981,323 5,392,371 2,543,803
Unquoted equities:
ECO Plastics Limited
Ordinary Shares (in
administration) 6,052,937 - * 5,232,937 1,652,604 *
Emergya Wind Technologies
B.V. Preference Shares 4,471,385 - 4,471,385 -
Ignis Biomass Limited
Ordinary Shares 1,200,000 1,763,162 1,000,000 1,801,541
Lumicity Limited Class
A Preference Shares 548,000 927,153 548,000 1,781,667
Rapid Action Packaging
Limited Ordinary Shares 7,510,559 8,248,618 5,035,903 5,862,346
STX Services B.V. Ordinary
Shares 917,068 7,031,900 917,068 5,510,409
Tamar Energy Limited
Ordinary Shares 7,000,000 6,724,574 7,000,000 7,000,000
Terra Nova SAS Preference
Shares (in administration) 5,291,669 - 5,291,669 -
Micropelt GmbH (the
new company) Ordinary
Shares 811,117 588,520 285,179 285,770
Micropatent B.V. Ordinary
Shares 86,238 86,238 86,238 86,238
Total unquoted equities: 33,888,973 25,370,165 29,868,379 23,980,575
31st Dec 31st Dec 30th Jun 30th Jun
14 14 14 14
Cost Fair value Cost Fair value
Unquoted securities: GBP GBP GBP GBP
ECO Plastics Limited
19% Loan Notes (in
administration) 1,585,635 - * 1,585,635 - *
Ignis Biomass Limited
10% Unsecured Convertible
Notes 2017 2,370,000 2,370,000 2,370,000 2,370,000
Micropelt GmbH 15%
(period ended 30th
June 2014: 15%) CULS
(in administration) 3,689,285 - 3,689,285 -
Rapid Action Packaging
Limited 10% (period
ended 30th June 2014:
10%) Convertible Loan
Notes (converted to
Ordinary Shares on
24th Sep 2014) - - 2,474,656 2,474,656
Terra Nova SAS 12%
(period ended 30th
June 2014: 12%) Convertible
Loan Notes (in administration) 773,285 - 773,285 -
Total unquoted securities: 8,418,205 2,370,000 10,892,861 4,844,656
Total investments: 47,699,549 29,721,488 46,153,611 31,369,034
* The shares and loan notes of ECO Plastics Limited were valued
on the basis of a calculated fair enterprise value and the
resulting figure was allocated based on the economic ownership of
the shares and the loan notes.
20. SUBSEQUENT EVENT
On 27th January 2015, an additional investment of EUR250,000
into Micropelt GmbH was approved.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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