Final Results
15 Juni 2006 - 9:06AM
UK Regulatory
RNS Number:6104E
Aspen Clean Energy PLC
15 June 2006
Embargoed: not to be released until 7.00am on
15 June, 2006
Aspen Clean Energy plc
("Aspen" or the "Company")
Preliminary results for the period ended 31 December, 2005
Chairman's Statement
This has been a very active first year for your Company.
In March 2005 Shield Capital Plc ("Shield") was launched as a "cash shell" on
the Alternative Investment Market ("AIM"). In December 2005, Shield completed
the acquisition of Aspen Clean Fuels Limited and changed its name to Aspen Clean
Energy PLC ("Aspen") and I am delighted to report that as a result your company
achieved a profit before tax of #1.2 million for the period ended 31 December
2005.
On 18 May 2006 shareholders approved the disposal of Aspen Clean Fuels Limited
("ACF") for a cash consideration of 180 million Swedish Kroner ("SEK"),
equivalent to approximately #13.3 million to LantemTM?nnen Energi AB ("LantemTM?
nnen). In addition, LantemTM?nnen assumed ACF's debts amounting to approximately
#4.6 million. As part of the terms of the disposal, Aspen gave certain
warranties and was required to place in escow a deposit 15 million SEK
(approximately #1.1 million) to meet any potential claim arising before 31
December 2007 ("the Escrow Deposit"). The Directors consider that it is unlikely
that any claim will arise under these warranties.
Aspen now has cash balances of approximately #13.9 million and your Board
intends to recommend to shareholders a return of capital in the sum of
approximately #10 million. This sum will be paid to shareholders, pro rata to
their shareholding, shortly after court approval has been obtained.
You will find enclosed with these accounts a circular setting out the Board's
proposals and a Notice convening an Extraordinary General Meeting to be held
immediately following the Annual General Meeting on 7 July 2006.
Following the reduction of capital, the Board believes that the cash retained by
the Company, which will be approximately #2.8 million (before expenses and
excluding the Escrow Deposit), could make it attractive to a number of potential
acquisition targets seeking Admission to AIM by reversing into a liquid cash
shell.
The Directors intend to seek to acquire another company or business in exchange
for the issue of ordinary shares in a single transaction (a "reverse takeover").
The Directors' main investment criteria are that such a company should be:
* an environmental or "green" business in the United Kingdom or Europe;
* one which requires little or no funding in excess of the cash resources
available to the Company following the proposed return of capital; and
* one whose growth prospects, if achieved, will be earnings enhancing for
shareholders.
These criteria are not intended to be exhaustive; however, the Company may make
an investment which does not fulfil all the investment criteria if its
Directors believe that it is in the interests of shareholders as a whole to
proceed with such an investment. Any acquisition of the Company will be put to
shareholders for their approval at the appropriate time.
K R Smith
Chairman
London
Consolidated Income Statement
For the period ended 31 December 2005
Notes 2005 2004
#'000 #'000
Revenue 17,743 14,754
Cost of sales (13,067) (11,036)
-------- ---------
Gross profit 4,676 3,718
Other operating income 107 148
Administrative expenses (3,371) (2,535)
Foreign exchange losses (1) -
-------- ---------
Profit from operations 1,411 1,331
Share of profit of associate 62 40
Interest and similar income receivable 44 26
Interest and similar charges payable (292) (148)
-------- ---------
Profit before taxation 1,225 1,249
Taxation 2 (446) (336)
-------- ---------
Profit attributable to equity shareholders 779 913
-------- ---------
Earnings per share
Basic and fully diluted earnings per share 4 #0.02 #0.70
-------- ---------
Consolidated Statement of changes in equity
As at 31 December 2005
Reverse
Share Share Capital Translation Restricted Acquisition Accumulated Total
Capital Premium Reserve Reserve Reserve Reserve Profits
#'000 #'000 #'000 #'000 #'000 #'000 #'000 #'000
Balance at 31 December
2003 10 - - - 1,776 - 2,054 3,840
Transfer between reserves - - - - 160 - (160) -
Profit for the period - - - - - - 913 913
Dividends - - - - - - (1,175) (1,175)
------- ------- -------- --------- -------- -------- --------- -------
Balance at 31 December
2004 10 - - - 1,936 - 1,632 3,578
Transfer between
reserves - - 100 - 88 - (201) (13)
Profit for the period - - - - - - 779 779
Reserve arising on the
acquisition of Aspen
Invest AB - - - - - (14,063) - (14,063)
Reclassification of
Aspen Invest AB issued
Share Capital on
acquisition by Aspen
Clean Fuel (10) - - - 10 - - -
Issue of share capital 1,695 15,333 - - - - - 17,028
Exchange differences
rising on translation of
foreign operations - - - (9) - - (106) (115)
Exchange gains on loans
to acquire subsidiary - - - 107 - - - 107
======= ======= ======== ========= ======== ======== ========= =======
Balance at 31 December
2005 1,695 15,333 100 98 2,034 (14,063) 2,104 7,301
======= ======= ======== ========= ======== ======== ========= =======
Consolidated Balance Sheet
As at 31 December 2005
2005 2004
#'000 #'000
Assets
Non-current assets
Goodwill 6,821 -
Property, plant and equipment 3,238 3,742
Investment in associate 107 74
Other long-term holdings of securities - 2
-------- --------
10,166 3,818
Current assets
Inventories 4,017 2,373
Other financial assets 2,351 2,478
Cash and cash equivalents 815 298
-------- --------
7,183 5,149
-------- --------
Total assets 17,349 8,967
======== ========
Equity and liabilities
Equity attributable to equity holders of the company
Called up share capital 1,695 10
Share premium account 15,333 -
Translation reserve 98 -
Capital reserve 100 -
Reverse acquisition reserve (14,063) -
Restricted reserves 2,034 1,936
Retained earnings 2,104 1,632
-------- --------
Total equity 7,301 3,578
-------- --------
Total non-current liabilities
Deferred tax 682 648
Bank loans 3,394 -
Obligations under hire purchase arrangements after one year 1,135 693
-------- --------
Total non current liabilities 5,211 1,341
-------- --------
Current liabilities
Bank overdrafts 2,103 1,591
Bank loans 666 549
Obligations under hire purchase arrangement due in one year 292 281
Trade payables 746 571
Tax liabilities 136 74
Other liabilities 881 327
Accrued expense and deferred income 13 655
-------- --------
Total current liabilities 4,837 4,048
-------- --------
Total liabilities 10,048 5,389
-------- --------
Total equity and liabilities 17,349 8,967
======== ========
Consolidated Cash Flow Statement
For the period ended 31 December 2005
Notes 2005 2004
#'000 #,000
Operating activities
Profit before tax 1,225 1,249
Adjustment for items not included in cash flow 528 701
Tax paid (316) (54)
-------- -------
Cash flow from operating activities before changes in
working capital 1,437 1,896
Cash flow changes in working capital
(Increase) in inventories (1,645) (1,351)
(Increase)/decrease in receivables (33) 346
Increase in payables 159 643
-------- -------
Cash flow from operating activities (1,519) (362)
-------- -------
Cash flow from investing activities
Purchase of property, plant and equipment (536) (548)
Proceeds on disposal of property, plant and equipment - 52
Dividends received from associated company 62 40
Acquisition of subsidiary (5,996) -
Proceeds from sale of subsidiary 165 -
-------- -------
Net cash used in investment activities (6,305) (456)
Cash flows from financing activities
Net proceeds on issue of shares 2,430 -
Increase bank overdrafts 4,021 666
Increase/(decrease) hire purchase and other loans 453 (525)
Dividends paid - (1,217)
-------- -------
Net cash from/(used in) financing activities 6,904 (1,076)
Cash flow for the year
Net increase in cash and cash equivalents 517 2
Cash and cash equivalents at beginning of year 298 296
-------- -------
Cash and cash equivalents at 31 December 2005 815 298
======== =======
Notes to the Financial Statements
1. Publication of non-statutory accounts
The financial information set out in this preliminary announcement does not
constitute statutory accounts as defined in Section 240 of the Companies Act
1985.
The financial information for the period ended 31 December 2005 has been
extracted from the Company's financial statements to that date which have
received an unqualified auditors' report but have not yet been delivered to the
Registrar of Companies.
2. Taxation
2005 2004
#'000 #'000
Analysis of charge in period
Current tax
Domestic - -
Foreign 412 277
------- --------
412 277
Deferred tax 34 59
------- --------
Taxation 446 336
======= ========
Swedish tax is calculated at 28% - 2005, 28% - 2004
The charge for the year can be reconciled to the profit per the income statement
as follows:-
#'000 #'000
Profit before tax 1,225 1,249
------- --------
Tax on income at applicable rate
28% - 2005, 28% - 2004 (344) (349)
Tax effect of expenses not deducted in determining taxable
profits (103) (3)
Tax effect of the company's shares of associated profits - 11
Tax effect of dividends received from associates 1 3
Effect of Norwegian tax - 2
------- --------
Tax expense (446) (336)
======= ========
3. Dividends
No dividends were paid or are proposed in respect of the period ended 31
December 2005.
4. Earnings per share
#'000 #'000
Profit
Earnings for the purpose of basic earnings per share 779 913
Effect of dilutive options and warrants - -
------- --------
Earnings for the purposes of diluted profit per share 779 913
======= ========
Number of shares '000 '000
Weighted average number of ordinary shares in issue during the
period 34,635 1,290
There were no dilutive instruments in issue during the period
under review
Basic and fully diluted earnings per share #0.02 #0.70
5. Copies of the Report and Accounts will be sent to shareholders shortly and
will be available from the registered office of the Company, 31 Harley Street,
London W1G 9QS.
Enquiries:
Aspen Clean Energy plc
Keith Smith Tel. No.: 07802 443910
John East & Partners Limited
John East/Simon Clements/David Worlidge Tel. No.: 020 7628 2200
This information is provided by RNS
The company news service from the London Stock Exchange
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