Clean Invest Africa Plc - Audited Results for the Year Ended 31 December 2019
PR Newswire
London, November 5
Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 until the release of this announcement.
6 November 2020
Clean Invest Africa Plc
("Clean Invest Africa" or the "Company")
AUDITED RESULTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
Clean Invest Africa Plc (AQSE: CIA), the AQUIS Stock Exchange Growth Market quoted ("AQSE Growth Market", previously the NEX Exchange Growth Market) clean technology and renewable energy investment company, has today published its Audited Report & Accounts for the 12 months to 31 December 2019. The audited accounts will shortly be available on the Company's website, at www.cleaninvestafrica.com .
As announced on 4 July 2019, the Company completed the acquisition of the remaining 97.5% of CoalTech Limited ("CoalTech") and Coal Agglomeration South Africa (Pty) Ltd. ("CASA"), that the Company did not already own, and subject to certain approvals from the South African Reserve Bank ("SARB") . Trading in Clean Invest Africa's ordinary shares resumed on 4 July 2019 on the AQSE Growth Market after its suspension on 11 January 2019.
The financial results of the Group for the year ended 31 December 2019 show a loss after taxation of £9,133,485 (2018: loss of £1,100,645).
Since re-admission to the AQSE Growth Market, the Company announced on 3 December 2019 that the final tranche of the Consideration Shares in respect of CoalTech were issued, while a further 13,291,745 Ordinary Shares are ready to be issued to the remaining South African Resident Sellers once the necessary approvals for CASA from the SARB have been granted. The Company therefore currently owns 100% of CoalTech and 75% of CASA.
On 7 January 2020, the Company appointed Shaikh Mohamed Abdulla Khalifa AlKhalifa as the Non-Executive Chairman and confirmed Filippo Fantechi's appointment as the Chief Executive Officer.
The Directors are pleased with the progress made in this period, notwithstanding the recent impacts on the Group's business of the COVID-19 pandemic, and look forward to continuing to update shareholders on the progress of the Group and the exciting prospects ahead, some of which are developing reasonably fast. We continue to seek new investment opportunities and will advise shareholders as they come to fruition.
Shaikh Mohamed, Non-Executive Chairman, commented "Having successfully concluded the corporate reorganisation of CIA through its acquisition of the CoalTech Group and its readmission to trading on the AQUIS Exchange, we are excited to be focussed on the operating business of the newly created group.These operating businesses continue to have strong prospects particularly through international expansion and we look forward to continuing to update shareholders on future events".
The Directors note the following from the auditors report:
"We draw attention to note 2 in the financial statements, which indicates that the group incurred a net loss of £9.1m during the year ended 31 December 2019 and, as of that date, the group had net current liabilities of £2.6m. The revenue forecasted for the group is not certain and therefore the group may be required to raise additional funds by way of either equity or debt. As stated in note 2, these events or conditions indicate that a material uncertainty exists that may cast significant doubt on the group's and company's ability to continue as a going concern."
The Directors do not recommend the payment of a dividend for the year ended 31 December 2019.
The Directors of the Company accept responsibility for the contents of this announcement.
ENQUIRIES:
Company
Clean Invest Africa PLC
Filippo Fantechi, Director
Telephone: +973 3969 6273
Corporate Adviser
Peterhouse Capital Limited
Guy Miller/Mark Anwyl
Telephone: +44 20 7220 9795
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2019
| GBP | 2019 | 2018 | ||||
| Revenue | 347 | - | ||||
| Cost of sales | (93) | - | ||||
| Gross profit | 254 | - | ||||
| Other income | 217 | 512 | ||||
| Operating costs | (1,382,089) | (1,024,960) | ||||
| Fair value of share options and warrants | (3,222,182) | - | ||||
| Reverse acquisition cost | (4,544,161) | - | ||||
| Unrealised foreign exchange revaluation on amounts due to a related party | 24,639 | (78,193) | ||||
| Operating loss | (9,123,322) | (1,102,641) | ||||
| Finance income | 4 | 1,996 | ||||
| Finance costs | (10,167) | - | ||||
| Loss before tax | (9,133,485) | (1,100,645) | ||||
| Taxation | - | - | ||||
| Loss after tax | (9,133,485) | (1,100,645) | ||||
| Other comprehensive income | ||||||
| Items that will be reclassified to profit or loss | ||||||
| Currency translation differences | 49,779 | (11,563) | ||||
| Total comprehensive loss for the year | (9,083,706) | (1,112,208) | ||||
| Earnings per share expressed in pence per share: | ||||||
| Basic and diluted | (0.99) | (0.80) | ||||
Consolidated Statement of Financial Position
as at 31 December 2019
| GBP | 31 Dec 2019 | 31 Dec 2018 | |
| Assets | |||
| Non-current assets | |||
| Property, plant and equipment | 494,758 | 433,198 | |
| Right-of-use assets | 30,506 | - | |
| Investments | 5,247 | - | |
| Total non-current assets | 530,511 | 433,198 | |
| Current assets | |||
| Inventory | 8,766 | 25,067 | |
| Trade and other receivables | 112,904 | 27,633 | |
| Amounts due from related parties | 3,431,989 | 3,619,661 | |
| Cash and cash equivalents | 13,231 | 48,444 | |
| Total current assets | 3,566,890 | 3,720,805 | |
| Total assets | |||
| 4,097,401 | 4,154,003 | ||
| Equity and liabilities | |||
| Equity | |||
| Share capital | 2,844,413 | 19,841 | |
| Share premium reserve | 24,623,938 | 383,689 | |
| Share to be issued | 332,294 | - | |
| Convertible loans | 134,388 | - | |
| Share-based payment reserve | 3,222,182 | - | |
| Currency translation reserve | 83,041 | (11,906) | |
| Reverse takeover reserve | (23,050,570) | - | |
| Accumulated losses | (10,243,363) | (1,109,878) | |
| Total equity | (2,053,677) | (718,254) | |
| Liabilities | |||
| Current liabilities | |||
| Trade and other payables | 1,142,194 | 350,745 | |
| Lease liabilities | 6,731 | - | |
| Amounts due to related parties | 4,975,564 | 4,521,512 | |
| Total current liabilities | 6,124,489 | 4,872,257 | |
| Non-current liabilities | |||
| Lease liabilities | 26,589 | - | |
| Total non-current liabilities | 26,589 | - | |
| Total liabilities | 6,151,078 | 4,872,257 | |
| Total equity and liabilities | 4,097,401 | 4,154,003 |
Company Statement of Financial Position
as at 31 December 2019
| GBP | 31 Dec 2019 | 30 Sep 2018 | |
| Assets | |||
| Non-current assets | |||
| Investment | 4,744,225 | 358,362 | |
| Total non-current assets | 4,744,225 | 358,362 | |
| Current assets | |||
| Trade and other receivables | 73,579 | 5,080 | |
| Cash and cash equivalents | 6,004 | 68,602 | |
| Total current assets | 79,583 | 73,682 | |
| Total assets | |||
| 4,823,808 | 432,044 | ||
| Equity and liabilities Equity | |||
| Share capital | 2,844,413 | 402,750 | |
| Share premium | 24,623,938 | 210,750 | |
| Shares to be issued | 332,294 | - | |
| Convertible loans | 134,388 | - | |
| Share-based payment reserve | 3,222,182 | - | |
| Accumulated losses | (26,613,901) | (204,078) | |
| Total equity | 4,543,314 | 409,422 | |
| Liabilities | |||
| Current liabilities | |||
| Trade and other payables | 280,494 | 22,622 | |
| Total liabilities | 280,494 | 22,622 | |
| Total equity and liabilities | 4,823,808 | 432,044 | |
Group Statement of Changes in Equity
for the year ended 31 December 2019
| GBP | Share capital | Share premium | Shares to be issued | Convertible loans | Share-based payment reserve | Reverse takeover reserve | Currency translation reserve | Accumulated losses | Total equity |
| 1 January 2019 | 19,841 | 383,689 | - | - | - | - | (11,906) | (1,109,878) | (718,254) |
| Loss for the year | - | - | - | - | - | - | - | (9,133,485) | (9,133,485) |
| Other comprehensive income: | |||||||||
| Currency translation differences | - | - | - | - | - | - | 49,779 | - | 49,779 |
| Total comprehensive income | - | - | - | - | - | - | 49,779 | (9,133,485) | (9,083,706) |
| CoalTech Group share capital transfer to reverse takeover reserve | (19,841) | (383,689) | - | - | - | 310,212 | 45,168 | - | (48,150) |
| Recognition of the Company share capital at reverse acquisition | 402,750 | 210,750 | - | - | - | 3,772,363 | - | - | 4,385,863 |
| Issue of shares for acquisition of CoalTech Group | 2,436,441 | 24,364,410 | 332,294 | - | - | (27,133,145) | - | - | - |
| Shares issued by the Company since acquisition | 5,222 | 48,778 | - | - | - | - | - | - | 54,000 |
| Convertible loans issued | - | - | - | 134,388 | - | - | - | - | 134,388 |
| Share-based payment | - | - | - | - | 3,222,182 | - | - | - | 3,222,182 |
| Total transactions with owners recognised in equity | 2,824,572 | 24,240,249 | 332,294 | 134,388 | 3,222,182 | (23,050,570) | 45,168 | - | 7,748,283 |
| 31 December 2019 | 2,844,413 | 24,623,938 | 332,294 | 134,388 | 3,222,182 | (23,050,570) | 83,041 | (10,243,363) | (2,053,677) |
Group Statement of Changes in Equity
for the year ended 31 December 2019 (continued)
| GBP | Share capital | Share premium | Shares to be issued | Share-based payment reserve | Reverse takeover reserve | Currency translation reserve | Accumulated losses | Total equity |
| 1 January 2018 | 59 | - | - | - | - | (343) | (9,233) | (9,517) |
| Loss for the year | - | - | - | - | - | - | (1,100,645) | (1,100,645) |
| Other comprehensive income | ||||||||
| Currency translation differences | - | - | - | - | - | (11,563) | - | (11,563) |
| Total comprehensive income | - | - | - | - | - | (11,563) | (1,100,645) | (1,112,208) |
| Issue of shares | 19,782 | 383,689 | - | - | - | - | - | 403,471 |
| Total transactions with owners recognised in equity | 19,782 | 383,689 | - | - | - | - | - | 403,471 |
| 31 December 2018 | 19,841 | 383,689 | - | - | - | (11,906) | (1,109,878) | (718,254) |
Company Statement of Changes in Equity
for the year ended 31 December 2019
| GBP | Share capital | Share premium | Shares to be issued | Convertible loans | Share-based payment | Accumulated losses | Total equity | |
| 1 October 2018 | 402,750 | 210,750 | - | - | - | (204,078) | 409,422 | |
| Loss for the period | - | - | - | - | - | (26,409,823) | (26,409,823) | |
| Other comprehensive income | - | - | - | - | - | - | - | |
| Total comprehensive income | - | - | - | - | - | (26,409,823) | (26,409,823) | |
| Issue of shares | 2,441,663 | 24,413,188 | 332,294 | - | - | - | 27,187,145 | |
| Share-based payment | - | - | - | - | 3,222,182 | - | 3,222,182 | |
| Convertible loans issued | - | - | - | 134,388 | - | - | 134,388 | |
| Total transactions with owners recognised in equity | 2,441,663 | 24,413,188 | 332,294 | 134,388 | 3,222,182 | - | 30,543,715 | |
| 31 December 2019 | 2,844,413 | 24,623,938 | 332,294 | 134,388 | 3,222,182 | (26,613,901) | 4,543,314 | |
| Loss for the period | - | - | - | - | - | (204,078) | (204,078) | |
| Other comprehensive income | - | - | - | - | - | - | - | |
| Total comprehensive income | - | - | - | - | - | (204,078) | (204,078) | |
| Issue of shares | 402,750 | 236,250 | - | - | - | - | 639,000 | |
| Cost of shares issued | - | (25,500) | - | - | - | - | (25,500) | |
| Total transactions with owners recognised in equity | 402,750 | 210,750 | - | - | - | - | 613,500 | |
| 30 September 2018 | 402,750 | 210,750 | - | - | - | (204,078) | 409,422 | |
Group Statement of Cash Flows
for the year ended 31 December 2019
GBP2019 2018
Cash flows from operating activities
Cash utilised in operations (724,496) (807,311)
Finance income 4 1,996
Finance costs (5,779) (584)
Exchange gain/(loss) 25,081 (11,601)
Net cash from operating activities(705,190)(817,500)
Cash flows from investing activities
Purchase of property, plant and equipment (75,280) (433,198)
Purchase of investments (5,247) -
Cash acquired on acquisition of Clean Invest Africa plc 9,104 -
Cash acquired on the addition of the subsidiary 4,709 -
Net cash from investing activities (66,714) (433,198)
Cash flows from financing activities
Funding received from related parties 635,192 4,521,512
Payment of related party borrowings (7,995) (3,620,733)
Proceeds from issue of shares 54,000 390,057
Proceeds from convertible loan notes 61,000 -
Principal paid on lease liabilities (5,506) -
Net cash from financing activities736,6911,290,836
| (Decrease) / increase in cash and cash equivalents | (35,213) | 40,138 | ||||||
Cash and cash equivalents at beginning of year | 48,444 | 8,306 | ||||||
| Cash and cash equivalents at end of year | 13,231 | 48,444 | ||||||||
Company Statement of Cash Flow
for the year ended 31 December 2019
GBP2019 2018
Cash flows from operating activities
Loss before income tax (26,409,823) (204,078)
Impairment 22,747,282 -
Share based payment expense 3,222,182 -
Increase in trade and other receivables (68,499) (5,080)
Increase in trade and other payables 392,260 22,622
Net cash from operating activities(116,598)(186,536)
Cash flows from investing activities
Purchase of investments - (358,362)
Net cash from investing activities - (358,362)
Cash flows from financing activities
Proceeds from issue of shares 54,000 639,000
Issue costs - (25,500)
Net cash from financing activities54,000613,500
| (Decrease) / increase in cash and cash equivalents | (62,598) | 68,602 | ||||||
Cash and cash equivalents at beginning of year | 68,602 | - | ||||||
| Cash and cash equivalents at end of year | 6,004 | 68,602 | |||||
END
