Clean Invest Africa Plc - Interim Results From 1 October 2018 to 31 March 2019 PR Newswire

30 September 2019

CLEAN INVEST AFRICA PLC

("CIA" or the "Company")

INTERIM RESULTS FOR THE PERIOD 1 OCTOBER 2018 TO 31 MARCH 2019

CHIEF EXECUTIVE OFFICER STATEMENT

I am pleased to present the interim results of the Company.

On 16 December 2018, the Company entered into a binding sale and purchase agreement to conditionally acquire 97.5% of CoalTech Limited (“CoalTech”) and 97.5% of Coal Agglomeration South Africa (Pty) Ltd (“CASA”). The Company already owned the remaining shares in both CoalTech and CASA (each equating to 2.5% of the share capital of both CoalTech and CASA). The consideration for the Acquisition amounted to approximately £27.16m and was partly satisfied by the allotment of the Consideration Shares to the Non-South African Vendors, that amounted to approximately £20.1m. For the period, most of the activities of the Company were focused on closing that transaction. Post the end of the period and following a General Meeting on 3 July 2019 where all resolutions were duly passed unanimously, the transaction closed (the first closing and a subsequent closing is anticipated - the remaining 256,845,316 SA Resident Vendor Consideration Shares) and Admission became effective thereafter.

I am pleased with the progress made in this initial six months, the investment made and look forward to continuing to update shareholders on the progress of CoalTech and the exciting prospects ahead, some of which are developing reasonably fast. We continue to seek new investment opportunities and will advise shareholders if they come to fruition.

FINANCIALS

The interim financial results for the period 1 October 2018 to 31 March 2019 show a loss after taxation of GBP69,602.

The interim results have not been reviewed by the Company auditor.

The Company will now take steps to change its year end date 31 December, the same year end of the CoalTech Group. Conscious that the Company was re-admitted on 3 July 2019 to trading on the NEX Exchange, the next set of reporting will be the audited year end results to 31 December 2019 for the combined accounts of the CoalTech Group and the Company.

OUTLOOK

I am pleased with the progress made in this initial six months, the investment made and look forward to continuing to update shareholders on the progress of CoalTech and as we seek new investment opportunities in due course.

Filippo Fantechi

Executive Director

26 September 2019

The Directors of the Company accept responsibility for the content of this announcement.

ENQUIRIES:

Company

Clean Invest Africa PLC

Sam Preece - Executive Director

Telephone: 020 3130 0674

Noel Lyons - Executive Director

Telephone: 020 7486 6558

Corporate Adviser

Peterhouse Capital Limited

Guy Miller

Telephone: 020 7220 9795

CLEAN INVEST AFRICA PLC

INCOME STATEMENT

FOR THE PERIOD 1 OCTOBER 2018 TO 31 MARCH 2019


                               For the period ending 31 For the period ending 30
                                             March 2019           September 2018

                         Notes                Unaudited                  Audited

                                                    GBP                      GBP

Revenue                                               -                        -

Cost of sales                                         -                        -

Gross profit                                          -                        -

Administrative expenses                        (69,602)                (204,415)

Operating loss                                 (69,602)                (204,415)

Finance income                                        -                      337

Finance costs                                         -                        -

Loss before income tax                         (69,602)                (204,078)

Income tax                                            -                        -

Loss for the financial                         (69,602)                (204,078)
year attributable to the

Company's equity
shareholders

Loss per share from
operations

Basic and diluted loss     2                   (0.0004)                 (0.0015)
per share (GBP)



CLEAN INVEST AFRICA PLC

STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD 1 OCTOBER 2017 TO 31 MARCH 2019


                               For the period ending 31 For the period ending 30
                                             March 2019           September 2018

                         Notes                Unaudited                  Audited

                                                    GBP                      GBP

Loss for the period                            (69,602)                (204,078)

Other comprehensive                                   -                        -
income

Total comprehensive loss                       (69,602)                (204,078)
for the period
attributable to the
Company's equity
shareholders



The accompanying notes form an integral part of these interim financial statements.

CLEAN INVEST AFRICA PLC

STATEMENT OF FINANCIAL POSITION

AS AT 31 MARCH 2019


                                  As at 31 March 2019 As at 30 September 2018

                            Notes           Unaudited                 Audited

                                                  GBP                     GBP

Assets

Non-current assets

Investment                    3               358,362                 358,362

Total non-current assets                      358,362                 358,362

Current assets

Trade and other receivables   4                 8,263                   5,080

Cash and cash equivalents                      16,873                  68,602

Total current assets                           25,136                  73,682

Total assets                                  383,498                 432,044

Liabilities

Current liabilities

Trade and other payables      6                43,678                  22,622

Total liabilities                              43,678                  22,622

Net current assets                           (18,542)                  51,060

Net assets                                    339,820                 409,422

Equity

Capital and reserves
attributable to equity
shareholders:

Share capital                 5               402,750                 402,750

Share premium                 5               210,750                 210,750

Accumulated loss                            (273,680)               (204,078)

Total equity                                  339,820                 409,422



The accompanying notes form an integral part of these interim financial statements.

CLEAN INVEST AFRICA PLC

STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDING 31 MARCH 2019


                                         Share    Share  Retained

                                       capital  premium  earnings     Total

                                           GBP      GBP       GBP       GBP

For the period ended 18 September 2017       -        -         -         -

Issue of share capital                 402,750  236,250         -   639,000

Cost of shares issued                        - (25,500)         -  (25,500)

Total comprehensive loss for                 -        - (204,078) (204,078)
the period

For the period ended 30 September 2018 402,750  210,750 (204,078)   409,422

Issue of share capital                       -        -         -         -

Total comprehensive loss for                 -        -  (69,602)  (69,602)
the period

For the period ended 31 March 2019     402,750  210,750 (273,680)   339,820



The accompanying notes form an integral part of these interim financial statements.

CLEAN INVEST AFRICA PLC

STATEMENTS OF CASH FLOWS

FOR THE PERIOD 1 OCTOBER 2018 TO 31 MARCH 2019


                               For the period ending 31 For the period ending 30
                                             March 2019           September 2018

                         Notes                Unaudited                  Audited

                                                    GBP                      GBP

Operating activities

Loss for the period                            (69,602)                (204,078)
before income tax

Increase in trade and                           (3,183)                  (5,080)
other
receivables

Increase in trade and                            21,056                   22,622
other payables

Net cash used in                               (51,729)                (186,536)
operating activities

Investing activities

Purchase of investments    3                          -                (358,362)

Net cash used in                                      -                (358,362)
investing activities

Financing activities

Proceeds from issue of     5                          -                  639,000
shares

Issue costs                                           -                 (25,500)

Net cash generated from                               -                  613,500
financing activities

Net increase in cash and                       (51,729)                   68,602
cash equivalents

Cash and cash                                    68,602                        -
equivalents at beginning
of
period

Cash and cash                                    16,873                   68,602
equivalents at end of
period



The accompanying notes form an integral part of these interim financial statements.

CLEAN INVEST AFRICA PLC

NOTES TO THE INTERIM RESULTS

1. Principal Accounting Policies

Company information

Clean Invest Africa plc (“the Company”) is a public limited company incorporated and domiciled in the United Kingdom.

Basis of preparation

The interim financial statements for Clean Invest Africa plc have been prepared on the basis of the accounting policies set out below, which comply with International Financial Reporting Standards as adopted for use in the European Union ("IFRS"). The financial information for the period ended 31 March 2019 is unaudited.

IFRS is subject to amendment and interpretation by the International Accounting Standards Board ("IASB") and the IFRS Interpretations Committee and there is an on-going process of review and endorsement by the European Commission.

The interim financial statements have been prepared on a going concern basis. Management believes the Company has sufficient funds to continue as a going concern for at least 12 months from the end of the reporting period.

The principal accounting policies set out below have been consistently applied to all periods presented.

Finance income and costs

Interest is recognised using the effective interest method which calculates the amortised cost of a financial asset or liability and allocates the interest income or expense over the relevant period.  The effective interest rate is the rate that exactly discounts estimated future cash receipts or payments through the expected life of the financial asset or liability to the net carrying amount of the financial asset or liability.

Impairment of non-financial assets including goodwill

For the purposes of impairment testing, goodwill is allocated to each of the Company's cash-generating units (or groups of cash-generating units) that is expected to benefit from the synergies of the combination. Each unit to which goodwill is allocated represents the lowest level within the entity at which

the goodwill is monitored for internal management purposes. Goodwill is monitored at the operating segment level.

A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is indication that the unit may be impaired.

At each balance sheet date, the Directors review the carrying amounts of the Company's tangible and intangible assets, other than goodwill, to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss, if any. Where the asset does not generate cash flows that are independent from other assets, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset or cash-generating unit is estimated to be less than it’s carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount.  If the recoverable amount of a cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit.

An impairment loss is recognised as an expense immediately.

An impairment loss recognised for goodwill is not reversed in subsequent periods.

Where an impairment loss subsequently reverses, the carrying amount of the asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset or cash-generating unit in prior periods. A reversal of an impairment loss is recognised in the Income Statement immediately.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand, deposits held at call with banks and other short-term highly liquid investments with original maturities of three months or less.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the financial instrument.

Financial assets and financial liabilities are measured initially at fair value plus transactions costs. Financial assets and financial liabilities are measured subsequently as described below.

Financial assets

The Company classifies its financial assets as 'loans and receivables'. The Company assesses at each balance sheet date whether there is objective evidence that a financial asset or a group of financial assets is impaired.

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the balance sheet date, which are classified as non-current assets. Loans and receivables are classified as 'trade and other receivables' in the Balance Sheet.

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment.

A provision for impairment of trade receivables is established when there is objective evidence that the Company will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulty, high probability of bankruptcy or a financial reorganisation and defaults are considered indicators that the trade receivable is impaired. The amount of the provision is the difference between the asset's carrying amount and the present value of the estimated future cash flows discounted at original effective interest rate. The loss is recognised in the Income Statement. When a trade receivable is uncollectible, it is written off against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited in the Income Statement.

Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and all substantial risks and rewards are transferred.

Financial liabilities

The Company's financial liabilities include trade and other payables and borrowings.

Trade payables and borrowings are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.

Current taxation

Current taxation for the Company is based on the local taxable income at the local statutory tax rate enacted or substantively enacted at the balance sheet date and includes adjustments to tax payable or recoverable in respect of previous periods.

Deferred taxation

Deferred taxation is calculated using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, if the deferred tax arises from the initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss, it is not accounted for. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised, or the deferred tax liability is settled.

Deferred tax liabilities are provided in full.

Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised.

Changes in deferred tax assets or liabilities are recognised as a component of tax expense in the Income Statement, except where they relate to items that are charged or credited directly to equity in which case the related deferred tax is also charged or credited directly to equity.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

Foreign currency

Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the year-end date. All differences are taken to the Income Statement.

Assets and liabilities of subsidiaries that have a functional currency different from the presentation currency (pound sterling), if any, are translated at the closing rate at the date of each balance sheet presented. Income and expenses are translated at average exchange rates. All resulting exchange differences are recognised in other comprehensive income (loss), if any.

Equity

Equity comprises the following:

   a. "Share capital" represents amounts subscribed for shares at nominal value.

   b. "Share premium" represents amounts subscribed for share capital, net of issue costs, in excess of nominal value.

  c. "Retained earnings" represents the accumulated profits and losses attributable to equity shareholders.

International Financial Reporting Standards in issue but not yet effective

At the date of authorisation of these financial statements, the IASB and IFRS Interpretations Committee have issued standards, interpretations and amendments which are applicable to the Company.

Whilst these standards and interpretations are not effective for, and have not been applied in the preparation of, these financial statements, the following may have an impact going forward:


New/Revised International Financial Reporting Effective Date: Annual  EU adopted
Standards                                     periods beginning on or
                                              adopted after:

IAS 28              Investment in associates  1 January 2019
                    and joint ventures

IFRS 9              Financial instruments:    1 January 2019          Yes
                    Classification and
                    measurement

IFRS 16             Leases                    1 January 2019          Yes

Annual improvements IFRS Standards 2015-2017  1 January 2019          No
                    Cycle



 The impact of the above new/revised standards have not highlighted any material future impact in the net results of the Company for the interim period ending 31 March 2019.

Critical accounting judgements and key sources of estimation uncertainty

The preparation of financial statements in conformity with International Financial Reporting Standards as adopted by the EU requires management to make estimates and judgements that affect the reported amounts of assets and liabilities as well as the disclosure of contingent assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting period.

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The Company did not need to apply any significant judgements in applying the accounting policies of the Company that have an effect on the financial statements:

2. Earnings per share

Basic earnings per share is calculated by dividing the earnings attributable to Ordinary Shareholders by the weighted average number of Ordinary Shares outstanding during the period.

The Company does not have any potentially dilutive shares in any of the periods presented, therefore the basic and diluted earnings per share are the same.

Basic earnings per share


                            For the period ending 31 For the period ending 30
                                          March 2019           September 2018

                                                 GBP                      GBP

Total basic loss per share                  (0.0004)                 (0.0015)



The losses and weighted average number of Ordinary Shares used in the calculation of basic earnings per share are as follows:


                              For the period ending 31 For the period ending 30
                                            March 2019           September 2018

                                                   GBP                      GBP

Loss used in the calculation                  (69,602)                (204,078)
of total basic and
diluted earnings per share








                              For the period ending 31 For the period ending 30
                                            March 2019           September 2018

                                      Number of shares         Number of shares

Weighted average number of                 161,100,000              135,290,476
Ordinary Shares
for the purposes of basic
earnings per share



3. Investment


                                   As at 31 March 2019 As at 30 September 2018

                                                   GBP                     GBP

Equity securities - energy sector              358,362                 358,362



On 8 May 2018, the Company invested to privately held CoalTech Limited ("CoalTech"), a limited liability company registered in England and Wales, and its sister company, Coal Agglomeration South Africa (Pty) Ltd ("CASA"), a company registered in South Africa, which will give CIA shareholders exposure to a commercial and scalable technology applied to the remediation of waste coal fines. The technology produces a high quality, saleable energy source from what would otherwise be a problematic waste product. Under the terms of the investment agreement CIA will invest US$500,000 (GBP358,362) in return for a 2.5% holding in the ordinary share capital of CASA and will also be awarded an equivalent shareholding in CoalTech.

4. Trade and other receivables


                   As at 31 March 2019 As at 30 September 2018

                                   GBP                     GBP

Prepayments                      6,063                   5,080

Input VAT payment                2,200                       -

                                 8,263                   5,080



5. Share capital


                                        As at 31 March 2019 As at 30 September
                                                                          2018

                                                        GBP                GBP

Allotted, issued,
and fully paid

Ordinary shares of
0.0025 each

Opening balance                                     402,750                  -

Allotments

18 September 2017 - shares issued at                      -             50,000
0.25p each

17 November 2017 - shares issued at                       -              9,000
0.25p each

17 November 2017 - shares issued at                       -            331,250
0.4p each resulting in
premium of GBP 198,750

2 August 2018 - shares issued at 1.0p                     -             12,500
each resulting in
premium of GBP 37,500

Closing balance                                     402,750            402,750



   


                                         As at 31 March 2019 As at 30 September
                                                                           2018

                                            Number of shares   Number of shares

Allotted, issued,
and fully paid

Ordinary shares of
0.0025 each

Opening balance                                  161,100,000                  -

Allotments

18 September 2017 - shares issued at                       -         20,000,000
0.25p each

17 November 2017 - shares issued at                        -          3,600,000
0.25p each

17 November 2017 - shares issued at 0.4p                   -        132,500,000
each resulting in premium of GBP 198,750

2 August 2018 - shares issued at 1.0p                      -          5,000,000
each resulting in premium of GBP 37,500

Closing balance                                  161,100,000        161,100,000



6. Trade and other payables


                  As at 31 March 2019 As at 30 September 2018

                                  GBP                     GBP

Trade payables                 35,678                  10,622

Accrued expenses                8,000                  12,000

                               43,678                  22,622



7. Related party transactions

During the period ended 31 March 2019, GBP12,000 (2018: GBP17,000 as director of the Company and GBP25,000 for share placing commission) was paid to Mr Noel Lyons for his services as a director of the Company, GBP2,941 (2018: GBP13,200) was paid to Firmitas Energy Advisers Limited in relation to Dr Andrew Paul Matharu's services as a director of the Company and GBP18,000 (2018: GBP25,500) was paid to Arkosund Consulting Group Limited in relation to Mr Samuel Preece’s services as a director of the Company.

There were no amounts outstanding to or from the Company at the period end.

8. Events after the reporting period

Further to the binding sale and purchase agreement entered on 16 December 2018 and to the Deed of Variation to the sale and purchase agreement dated 2 July 2019 and following the General Meeting on 3 July 2019, the Company has completed the allotment of the Consideration Shares to the Non-South African Vendors of 731,022,842 new Ordinary Shares,  there are now 892,122,842 Ordinary Shares of £0.0025 each in issue.

Further to the shares trading suspension published on 11 January 2019, the Company shares are re-admitted back to the NEX Exchange Growth Market on 4 July 2019.