Clean Invest Africa Plc - Interim Results to 31 March 2018 PR Newswire

29 June 2018

CLEAN INVEST AFRICA PLC

(“CIA” or the “Company")

INTERIM RESULTS FOR THE PERIOD 18 SEPTEMBER 2017 TO 31 MARCH 2018

CHIEF EXECUTIVE OFFICER STATEMENT

I am pleased to report that trading in the Company’s (NEX: CIA) Ordinary Shares commenced at 8:00 a.m. on 14 November 2017 on the NEX Exchange Growth Market (“Admission”), under the ticker CIA and ISIN number GB00BF52QX07.

With Admission operational and process systems have been established to identify, evaluate and manage investments. This has led to the identification of a robust investment pipeline in line with the criteria set out in the Admission Document.

On 12 February 2018 the Company announced its first investment. The Company signed an investment agreement for US$500,000 with privately held CoalTech LLC ("CoalTech"), a Delaware limited liability company, and its sister company, Coal Agglomeration South Africa (Pty) Ltd ("CASA"), 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. We are very excited about the potential market for CoalTech technology and have been impressed by the CoalTech management team’s track record in managing and implementing projects of this type.

CoalTech has the potential to have significant positive environmental and social impacts. The Company will evaluate, measure and monitor this in association with CoalTech.

The Company is continuing to seek new investments in line with the criteria as defined in our Admission document.

FINANCIALS

The financial results for the period 18 September 2017 to 31 March 2018 show a loss after taxation of £79,412.

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

OUTLOOK

I am pleased with the progress made in this initial six months, the investment made and look forward to continuing to seek new investment opportunities. We look forward to providing investors with detail on further progress in due course.

Sam Preece
Executive Director
29 June 2018

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

Corporate Adviser
Peterhouse Capital Limited
Guy Miller 
Telephone: 020 7220 9795


CLEAN INVEST AFRICA PLC
INCOME STATEMENT FOR THE PERIOD 18 SEPTEMBER 2017 TO 31 MARCH 2018


                                                                       2018

                                                          Notes   Unaudited

                                                                        GBP

Revenue                                                                   -

Cost of sales                                                             -

Gross profit                                                              -

Administrative expenses                                            (79,614)

Operating loss                                                     (79,614)

Finance income                                                          202

Finance costs                                                             -

Loss before taxation                                               (79,412)

Taxation                                                                  -

Loss for the financial year attributable to the Company’s          (79,412)
equity shareholders

Loss per share from operations

Basic and diluted loss per share (£)                        2        0.0006




STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD 18 SEPTEMBER 2017 TO 31 MARCH 2018


                                                                    2018

                                                               Unaudited

                                                                     GBP

Loss for the period                                             (79,412)

Total comprehensive loss for the period attributable to the     (79,412)
Company’s equity shareholders



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



CLEAN INVEST AFRICA PLC
BALANCE SHEET AS AT 31 MARCH


                                                                          2018

                                                           Notes     Unaudited

Assets                                                                     GBP

Non-current assets:

Financial assets at fair value through other comprehensive   3         372,003
income

Total non-current assets                                               372,003

Current assets:

Cash and cash equivalents                                              500,699

Total current assets                                                   500,699

Total assets                                                           872,702

Equity and liabilities

Capital and reserves attributable to equity shareholders:

Share capital                                                4         390,250

Share premium                                                          132,092

Accumulated loss                                                      (79,412)

Total equity                                                           442,930

Current liabilities:
                                                             5
Trade and other payables                                               429,772


Total equity and liabilities                                           872,702



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



CLEAN INVEST AFRICA PLC
STATEMENT OF CHANGES IN EQUITY AS AT 31 MARCH


                                      Share    Share Retained

                                    capital  premium earnings    Total

                                        GBP      GBP      GBP      GBP

For the period ended 31 March 2018

Loss for the period                       -        - (79,412) (79,412)

Total comprehensive income                -        - (79,412) (79,412)

Issue of shares                     390,250  198,750        -  589,000

Cost of share issue                       - (66,658)        - (66,658)

Balance at 31 March 2018            390,250  132,092 (79,412)  442,930



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



CLEAN INVEST AFRICA PLC
STATEMENTS OF CASH FLOWS FOR THE PERIOD 18 SEPTEMBER 2017 TO 31 MARCH 2018


                                                              2018

                                                 Notes   Unaudited

                                                               GBP

Cash used in operating activities:

Loss for the period before tax                            (79,614)

Finance income                                                 202

Increase in trade and other payables               5        57,769

Cash inflow from operating activities                     (21,643)

Cash flow from financing activities:

Issue of shares                                    4       589,000

Cost of shares issued                                     (66,658)

Net cash generated from financing activities               522,342

Net increase in cash and cash equivalents                  500,699

Cash and cash equivalents at beginning of period                 -

Cash and cash equivalents at end of period                 500,699



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 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 2018 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 its 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 default 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:

    --  “Share capital” represents amounts subscribed for shares at nominal
        value.

    --  “Share premium” represents amounts subscribed for share capital, net of
        issue costs, in excess of nominal value.

    --  “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   Effective Date: Annual periods   EU
         Reporting Standards               beginning on or after:     adopted

IFRS 9  Financial Instruments:                 1 January 2018           Yes
        Classification and Measurement

IFRS 15 Revenue from Contracts with            1 January 2018           Yes
        Customers



IFRS 9 “Financial instruments” addresses the classification and measurement of financial assets and financial liabilities. The complete version of IFRS 9 was issued in July 2014. It replaces the guidance in IAS 39 that relates to the classification and measurement of financial instruments. IFRS 9 retains but simplifies the mixed measurement model and establishes three primary measurement categories for financial assets: amortised cost, fair value through other comprehensive income (OCI) and fair value through profit or loss. The basis of classification depends on the entity’s business model and the contractual cash flow characteristics of the financial asset. Investments in equity instruments are required to be measured at fair value through profit or loss with the irrevocable option at inception to present changes in fair value in OCI. There is now a new expected credit loss model that replaces the incurred loss impairment model used in IAS 39. For financial liabilities, there were no changes to classification and measurement except for the recognition of changes in credit risk in other comprehensive income, for liabilities designated at fair value through profit or loss. Contemporaneous documentation is still required but is different to that currently prepared under IAS 39. Management are currently assessing the standard’s full impact but believes there may be some impact on the financial instruments held by the Company.

IFRS 15 is intended to introduce a single framework for revenue recognition and clarify principles of revenue recognition. This standard modifies the determination of when to recognize revenue and how much revenue to recognize. The core principle is that an entity recognizes revenue to depict the transfer of promised goods and services to the customer of an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Due to the stage of the projects the company is engaged in Management do not believe this will have a material impact on the financial statements.

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


                                  2018

                             Unaudited

                                   GBP

Total basic loss per share      0.0006



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


                                                                          2018

                                                                     Unaudited

                                                                           GBP

Loss used in the calculation of total basic and diluted earnings      (79,412)
per share

                                                                          2018

Number of shares                                                     Unaudited

Weighted average number of Ordinary Shares for the purposes of     129,441,237
basic earnings per share



3. Financial assets

Financial assets at fair value through other comprehensive income (FVOCI)


                                       31 March

                                           2018

                                      Unaudited

                                            GBP

Equity securities – energy sector       372,003

                                        372,003



On 12 February the Company announced it had signed an investment agreement with privately held CoalTech LLC (“CoalTech”), a Delaware limited liability company, and its sister company, Coal Agglomeration South Africa (Pty) Ltd (“CASA”), 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 (£372,003) in return for a 2.5% holding in the ordinary share capital of CASA and will also be awarded an equivalent shareholding in CoalTech.

The investment was subsequently completed, and the acquisition consideration transferred to CoalTech on 8 May 2018.

4. Share capital


                                                                        31 March

                                                                            2018

                                                                       Unaudited

Allotted, issued, and fully paid Ordinary shares of 0.0025 each              GBP

Opening balance                                                                -

Allotments:

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

26 October 2017 - shares issued at 0.25p each                              9,000

26 October 2017 - shares issued at 0.4p each resulting in premium of     331,250
£198,750

Closing balance                                                          390,250



   


                                                                       31 March

                                                                           2018

                                                                      Unaudited

Allotted, issued, and fully paid Ordinary shares of 0.0025 each              No

Opening balance                                                               -

Allotments:

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

26 October 2017 - shares issued at 0.25p each                         3,600,000

26 October 2017 - shares issued at 0.4p each resulting in premium   132,500,000
of £198,750

Closing balance                                                     156,100,000



5. Trade and other payables


                    31 March

                        2018

                   Unaudited

                         GBP

Trade payables         4,969

Other payables       422,003

Accruals               2,800

                     429,772



6. Related party transactions

In the period ended 31 March 2018 £30,000 was paid to Mr N Lyons for his services as a director of the Company, £6,000 was paid to Firmitas Energy Advisers Limited in relation to Dr A Matharu’s services as a director of the Company and £7,500 was paid to Arkosund Consulting Group Limited in relation to Mr S Preece’s services as a director of the Company.

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