Clean Invest Africa Plc - Results for the Year Ended 31 December 2021
Announcement provided by
Clean Invest Africa Plc · CIA30/06/2022 16:30
CLEAN INVEST AFRICA PLC
("Clean Invest Africa", the “Group” or the "Company")
AUDITED RESULTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2021
REVIEW OF BUSINESS AND FUTURE DEVELOPMENTS
Principal activity
The Group's primary strategy is to identify investment opportunities and acquisitions in clean energy projects/companies or alternative technologies that are used in a socially and environmentally responsible way on a global basis, with the intention of building a diversified portfolio of assets.
The subsidiaries of the Company, CoalTech Limited ("CoalTech"), a company registered in the
Review of business and future developments
The Group's subsidiary in
The Directors are pleased to report that on 3 February 2022, the Company has successfully raised additional £100,000 to support the continuing growth of the Group. A total of 20,000,000 ordinary shares of 0.25p nominal value each have been placed with investors at 0.5p per share. For every two Placing Share issued, one warrant was granted, exercisable at 1.5p, valid for a period of three (3) years from the date of admission of the Placing Shares to the AQSE Growth Market. Further, should the placees validly exercise the 1.5p warrants in full, these will be replaced by a further one warrant, exercisable at 3p, for every two Placing Shares, valid for three years from grant. The shares were issued on 8 February 2022. On 11 March 2022, the Company has successfully raised an additional £100,000 to support the continuing growth of the Group. A total of 20,000,000 ordinary shares of 0.25p nominal value each have been placed with investors at 0.5p per share. For every two Placing Share issued, one warrant was granted, exercisable at 1.5p, valid for a period of three (3) years from the date of admission of the Placing Shares to the AQSE Growth Market. Further, should the placees validly exercise the 1.5p warrants in full, these will be replaced by a further one warrant, exercisable at 3p, for every two Placing Shares, valid for three years from grant. The shares were issued on 18 March 2022.
The financial results of the Group for the year ended 31 December 2021 show a loss after taxation of £1,157,655 (2020: loss of £1,168,834) while the Company's financial results for the year ended show a loss after taxation of £298,061 (2020: loss of £279,566).
Since re-admission to AQSE Growth Market and further to the SPA, the Company currently owns 100% of CoalTech and 75% of CASA. The final tranche of the Consideration Shares of 13,291,745 Ordinary Shares in respect of CASA are ready to be issued to the remaining South African Resident Sellers once the necessary approvals from the South African Reserve Bank ("SARB") have been granted. This would finally mark the formal closure of this transaction.
On 30 March 2022, the Company and Contax Partners Inc. (beneficially owned by Filippo Fantechi) and Shaikh Mohamed Abdulla Khalifa AlKhalifa, (together the Lenders) ("Directors") agreed to settle the Facility Agreement as set out in paragraph 8.13, Part VI of its Admission Document dated 14 June 2019. As at 31 December 2018, the Company had a loan facility agreement with the Lenders with an outstanding balance of
Further, the CLN comprises an amount of £2,718,342 for Contax Partners Inc and £2,281,658 for Shaikh Mohamed Abdulla Khalifa AlKhalifa. Either of the Lenders can request an immediate conversion, subject only to them not impacting the waiver granted by the Takeover Panel, approved by Shareholders at the General Meeting held on 4 July 2019 (further details of which are set out in paragraph 15 of Part I of the Admission Document). The waiver waives the obligations on the Concert Party or any member thereof to make a general offer under Rule 9 of the Takeover Code which may arise because of the transaction contemplated by the Admission Document. All conversion shares issued under the CLN shall be subject to a 12-month lock-in period and thereafter to an orderly market agreement for a further period of 12 months. Contax Partners notified the immediate conversion of all of their CLN, on 31 March 2022, in an amount of £2,718,342 and accordingly the Company issued 271,834,235 new Ordinary Shares to Contax Partners Inc. The Contax Partners CLN terminated on the issue of these new Ordinary Shares on 8 April 2022. Shaikh Mohamed Abdulla Khalifa AlKhalifa notified the immediate conversion of an amount of £1,750,000, on 31 March 2022, and accordingly the Company issued 175,000,000 new Ordinary Shares to Shaikh Mohamed Abdulla Khalifa AlKhalifa. After conversion to Shaikh Mohamed Abdulla Khalifa AlKhalifa on 8 April 2022, the CLN remains at £531,658 or equivalent to 53,165,765 new Ordinary Shares.
The outbreak of the Corona Virus (COVID-19) in early 2020 and the ongoing effects of the virus, have had a negative effect on the development and, possibly, finalisation of the various initiatives which were reported during 2021 (as on all businesses worldwide) due to the various emergency measures implemented by each country. In particular, the COVID-19 pandemic has impacted the Group's progress on business opportunities in
Outlook
The Directors are pleased with the progress made in this initial period, notwithstanding to the continuous 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.
The Directors do not recommend the payment of a dividend for the period to 31 December 2021.
The Directors of the Company accept responsibility for the contents of this announcement.
- ENDS –
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.
ENQUIRIES :
Clean Invest Africa plc
Filippo Fantechi (Executive Director) +973 3969 6273
Shaikh Mohamed Abdulla Khalifa AlKhalifa (Non-Executive Chairman) +973 3969 2299
Peterhouse Capital Limited
Corporate Adviser +44 20 7469 0930 Guy Miller/Mark Anwyl
Consolidated Statement of Profit or Loss
for the year ended 31 December 2021
2021 | 2020 | |
£ | £ | |
CONTINUING OPERATIONS | ||
Revenue | 68,602 | 444 |
Cost of sales | (251,562) | - |
GROSS (LOSS)/PROFIT | (182,960) | 444 |
Other operating income | 2,409 | 869 |
Fair value of share options and warrants | - | (21,374) |
Operating costs | (867,892) | (1,105,496) |
Foreign exchange revaluation on amounts due to a related party | (92,773) | (32,256) |
OPERATING LOSS | (1,141,216) | (1,157,813) |
Finance costs | (16,439) | (11,025) |
Finance income | - | 4 |
LOSS BEFORE INCOME TAX | (1,157,655) | (1,168,834) |
Income tax | - | - |
LOSS FOR THE YEAR | (1,157,655) | (1,168,834) |
Loss attributable to: | ||
Owners of the parent | (1,157,655) | (1,168,834) |
Earnings per share expressed | ||
in pence per share: | ||
Basic and diluted | (0.10) | (0.10) |
Clean Invest Africa Plc (Registered number: 10967142)
Consolidated Statement of Profit or Loss and Other Comprehensive Income
for the year ended 31 December 2021
2021 | 2020 | |
£ | £ | |
LOSS FOR THE YEAR | (1,157,655) | (1,168,834) |
OTHER COMPREHENSIVE INCOME | ||
Currency translation differences | 64,358 | 91,548 |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR | (1,093,297) | (1,077,286) |
Total comprehensive income attributable to: | ||
Owners of the parent | (1,093,297) | (1,077,286) |
Consolidated Statement of Financial Position
31 December 2021
2021 | 2020 | |
£ | £ | |
ASSETS | ||
NON-CURRENT ASSETS | ||
Right-of-use assets | 25,230 | 20,966 |
Property, plant and equipment | 409,498 | 477,044 |
Investments | 11,653 | 5,247 |
446,381 | 503,257 | |
CURRENT ASSETS | ||
Inventories | 7,120 | 7,679 |
Trade and other receivables | 3,575,497 | 3,517,327 |
Cash and cash equivalents | 31,253 | 13,864 |
3,613,870 | 3,538,870 | |
TOTAL ASSETS | 4,060,251 | 4,042,127 |
EQUITY | ||
SHAREHOLDERS' EQUITY | ||
Called up share capital | 3,000,526 | 2,949,388 |
Share premium | 24,990,187 | 24,938,863 |
Shares to be issued | 332,294 | 332,294 |
Convertible loans | 215,000 | 155,000 |
Share-based payment reserve | 3,243,556 | 3,243,556 |
Currency translation reserve | 238,947 | 174,589 |
Reserve takeover reserve | (23,050,570) | (23,050,570) |
Accumulated losses | (12,569,852) | (11,412,197) |
TOTAL EQUITY | (3,599,912) | (2,669,077) |
LIABILITIES | ||
NON-CURRENT LIABILITIES | ||
Lease liabilities | 12,765 | 17,269 |
CURRENT LIABILITIES | ||
Trade and other payables | 7,630,790 | 6,685,967 |
Lease liabilities | 16,608 | 7,968 |
7,647,398 | 6,693,935 | |
TOTAL LIABILITIES | 7,660,163 | 6,711,204 |
TOTAL EQUITY AND LIABILITIES | 4,060,251 | 4,042,127 |
|
The financial statements were approved by the Board of Directors and authorised for issue on 29 June 2022 and were signed on its behalf by:
Company Statement of Financial Position
31 December 2021
2021 | 2020 | |
£ | £ | |
ASSETS | ||
NON-CURRENT ASSETS | ||
Investments | 4,744,225 | 4,744,225 |
4,744,225 | 4,744,225 | |
CURRENT ASSETS | ||
Trade and other receivables | 246,292 | 235,714 |
Cash and cash equivalents | 14,068 | 1,496 |
260,360 | 237,210 | |
TOTAL ASSETS | 5,004,585 | 4,981,435 |
EQUITY | ||
SHAREHOLDERS' EQUITY | ||
Called up share capital | 3,000,526 | 2,949,388 |
Share premium | 24,990,187 | 24,938,863 |
Shares to be issued | 332,294 | 332,294 |
Convertible loans | 215,000 | 155,000 |
Share-based payment reserve | 3,243,556 | 3,243,556 |
Accumulated losses | (27,191,528) | (26,893,467) |
TOTAL EQUITY | 4,590,035 | 4,725,634 |
LIABILITIES | ||
CURRENT LIABILITIES | ||
Trade and other payables | 414,550 | 255,801 |
TOTAL LIABILITIES | 414,550 | 255,801 |
TOTAL EQUITY AND LIABILITIES | 5,004,585 | 4,981,435 |
A separate income statement for the parent entity has not been presented, as permitted by section 408 of the Companies Act 2006. The loss for the parent company for the year was £298,061 (2020: loss of £279,566).
The financial statements were approved by the Board of Directors and authorised for issue on 29 June 2022 and were signed on its behalf by:
....................................................
F Fantechi
Director
Clean Invest Africa Plc (Registered number: 10967142)
Consolidated Statement of Changes in Equity
for the year ended 31 December 2021
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 2021 | 2,949,388 | 24,938,863 | 332,294 | 155,000 | 3,243,556 | (23,050,570) | 174,589 | (11,412,197) | (2,669,077) |
Loss for the year | - | - | - | - | - | - | - | (1,157,655) | (1,157,655) |
Other comprehensive income: | |||||||||
Currency translation differences | - | - | - | - |
- | - | 64,358 | - | 64,358 |
Total comprehensive income | - | - | - | - | - | - | 64,358 | (1,157,655) | (1,093,297) |
Shares issued during the year | 51,138 | 51,324 | - | - |
- | - | - | - | 102,462 |
Interest bearing loans and borrowings during the year |
- | - | - | 60,000 | - | - | - | - | 60,000 |
Total transactions with owners recognised in equity | 51,138 | 51,324 | - | 60,000 | - | - | - | - | 162,462 |
31 December 2021 | 3,000,526 | 24,990,187 | 332,294 | 215,000 | 3,243,556 | (23,050,570) | 238,947 | (12,569,852) | (3,599,912) |
Consolidated Statement of Changes in Equity
for the year ended 31 December 2021
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 2020 | 2,844,413 | 24,623,938 | 332,294 | 134,388 | 3,222,182 | (23,050,570) | 83,041 | (10,243,363) | (2,053,677) |
Loss for the year | - | - | - | - | - | - | - | (1,168,834) | (1,168,834) |
Other comprehensive income: | |||||||||
Currency translation differences | - | - | - | - |
- | - | 91,548 | - | 91,548 |
Total comprehensive income | - | - | - | - | - | - | 91,548 | (1,168,834) | (1,077,286) |
Shares issued during the year | 104,975 | 314,925 | - | - |
- | - | - | - | 419,900 |
Share-based payment | - | - | - | - | 21,374 | - | - | - | 21,374 |
Interest bearing loans and borrowings during the year | - | - | - | 20,612 | - | - | - | - | 20,612 |
Total transactions with owners recognised in equity | 104,975 | 314,925 | - | 20,612 | 21,374 | - | - | - | 461,886 |
31 December 2020 | 2,949,388 | 24,938,863 | 332,294 | 155,000 | 3,243,556 | (23,050,570) | 174,589 | (11,412,197) | (2,669,077) |
Company Statement of Changes in Equity
for the year ended 31 December 2021
GBP | Share capital |
Share premium |
Shares to be issued | Convertible loans | Share-based payment reserve | Accumulated losses |
Total equity |
1 January 2021 | 2,949,388 | 24,938,863 | 332,294 | 155,000 | 3,243,556 | (26,893,467) | 4,725,634 |
Loss for the year | - | - | - | - | - | (298,061) | (298,061) |
Other comprehensive income | - | - | - | - |
- | - | - |
Total comprehensive income | - | - | - | - | - | (298,061) | (298,061) |
Interest bearing loans and borrowings | - | - | - | 60,000 | - | - | 60,000 |
Shares issued by the Company during the year | 51,138 | 51,324 | - | - |
- | - | 102,462 |
Total transactions with owners recognised in equity | 51,138 | 51,324 | - | 60,000 | - | - | 162,462 |
31 December 2021 | 3,000,526 | 24,990,187 | 332,294 | 215,000 | 3,243,556 | (27,191,528) | 4,590,035 |
1 January 2020 | 2,844,413 | 24,623,938 | 332,294 | 134,388 | 3,222,182 | (26,613,901) | 4,543,314 |
Loss for the year | - | - | - | - | - | (279,566) | (279,566) |
Other comprehensive income | - | - | - | - |
- | - | - |
Total comprehensive income | - | - | - | - | - | (279,566) | (279,566) |
Interest bearing loans and borrowings | - | - | - | 20,612 | - | - | 20,612 |
Shares issued by the Company during the year | 104,975 | 314,925 | - | - |
- | - | 419,900 |
Share-based payment | - | - | - | - | 21,374 | - | 21,374 |
Total transactions with owners recognised in equity | 104,975 | 314,925 | - | 20,612 | 21,374 | - | 461,886 |
31 December 2020 | 2,949,388 | 24,938,863 | 332,294 | 155,000 | 3,243,556 | (26,893,467) | 4,725,634 |
Consolidated Statement of Cash Flows
for the year ended 31 December 2021
2021 | 2020 | |
£ | £ | |
Cash flows from operating activities | ||
Cash generated from operations | (190,903) | (276,198) |
Exchange gains | 64,802 | 25,803 |
Finance costs | (17,088) | (2,737) |
Net cash outflow from operating activities | (143,189) | (253,132) |
Cash flows from investing activities | ||
Purchase of property, plant and equipment | - | (8,488) |
Interest received | - | 4 |
Net cash outflow from investing activities | - | (8,484) |
Cash flows from financing activities | ||
Payment of lease liabilities | (11,031) | (6,259) |
Proceeds from issue of shares | 102,462 | 150,000 |
Funding received from related parties | 69,147 | 157,923 |
Payment of related party borrowings | - | (39,415) |
Net cash inflow from financing activities | 160,578 | 262,249 |
Increase in cash and cash equivalents | 17,389 | 633 |
Cash and cash equivalents at beginning of year | 13,864 | 13,231 |
Cash and cash equivalents at end of year | 31,253 | 13,864 |
Company Statement of Cash Flows
for the year ended 31 December 2021
2021 | 2020 | |
£ | £ | |
Cash flows from operating activities | ||
Cash used in operations | (76,083) | (154,512) |
Interest paid | (13,807) | - |
Net cash from operating activities | (89,890) | (154,512) |
Cash flows from investing activities | ||
Interest received | - | 4 |
Net cash from investing activities | - | 4 |
Cash flows from financing activities | ||
Share issue | 102,462 | 150,000 |
Net cash from financing activities | 102,462 | 150,000 |
Increase/(decrease) in cash and cash equivalents | 12,572 | (4,508) |
Cash and cash equivalents at beginning of year | 1,496 | 6,004 |
Cash and cash equivalents at end of year | 14,068 | 1,496 |
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