TIDMPPG
RNS Number : 1683O
Plutus PowerGen PLC
05 February 2021
Plutus PowerGen Plc / Ticker: PPG / Index: AIM
5 February 2021
PLUTUS POWERGEN PLC
("Plutus", the "Group" or the "Company")
Interim Results for the Six-Month Period Ended 31 October
2020
Plutus PowerGen PLC (AIM: PPG) is an AIM Rule 15 Cash Shell and
as such is required to make an acquisition or acquisitions which
constitute a reverse takeover under AIM Rule 14.
Executive Chairman's Report
Against a background of no further management fee income being
received by the Company due to the cancellation of the Company's
management contracts in October 2019 and, as a result, there being
limited value to the Company's interests in the operating FlexGen
assets the directors, after much consideration of the various
options for the future of the Company, decided to convene a general
meeting of the Company on 9 October 2020 to consider certain
proposals including the proposed demerger of Plutus Energy Limited,
a capital reorganisation, proposed debt capitalisations and a
conditional placing to raise gross proceeds of GBP600,000. These
proposals were approved by the Company's shareholders at a general
meeting held on 3 November 2020 and subsequent confirmation of a
reduction of capital by the High Court of Justice of England and
Wales. The transaction completed on 10 December 2020 at which point
the Company became classified as an AIM Rule 15 cash shell.
The demerged entity, Plutus Energy Limited, holds the Group's
previous shareholding in Attune Energy Limited and a receivable
totalling GBP 656,856 in unpaid management fees owed to the Group
together with the litigation rights with the Company's ex Chief
Operation Officer, Mr Lazarevic. Rockpool did not provide the
necessary consents to enable Plutus to demerge their interests in
the remaining FlexGen sites and these remain held by Plutus, albeit
they are effectively worthless and were written down in the
Company's accounts for the year ended 30 April 2020. The Company
intends to demerge these interests from Plutus in due course once
consent is received from Rockpool.
The objective of the demerger was to create value for existing
shareholders through developing its existing energy assets in a
private vehicle and to provide a continued investment in an AIM
Rule 15 Cash Shell seeking to deploy the Company's resources
towards the acquisition of an operating business (or operating
assets) with such an acquisition constituting a reverse takeover
under Rule 14 of the AIM Rules.
In October 2020, the Company announced it had conditionally
raised GBP600,000 gross (before commissions and expenses) through
the issue of the 3,000,000,000 new ordinary shares at a price of
0.02p per share. These funds were received by the Company in
December 2020 following completion of the transaction described
above. Certain of the Directors, trade creditors and advisers
agreed to capitalise certain amounts that were either owed or
contractually due to be settled in the next 12 months totalling
GBP266,094. The debts were satisfied through the issue by the
Company of 1,390,470,000 new ordinary Shares at 0.02p per
share.
As part of the process to convert Plutus into a clean AIM Rule
15 cash shell, the Company's 2013 share option plan pursuant to
which options were granted over, in aggregate, 14,310,000 ordinary
shares to the Directors of the Company, was cancelled on 9 October
2020. In May 2017 a new share option scheme was also introduced by
the Company, and this scheme was also cancelled on 9 October 2020.
There are now no outstanding options in the Company. Warrants were
issued on 28 May 2015 over, in aggregate, 30,075,207 ordinary
shares to Rockpool Investments LLP, our co-investee shareholder in
the now written off operating companies. Each warrant carries the
right to subscribe for one new Ordinary Share in the capital of the
Company at a price of 1.15p per ordinary share at any time between
27 May 2018 and 27 May 2021. These are substantially out of the
money and are likely to expire unexercised.
The Board of Plutus announced on 28 January 2021 that it had
entered into convertible subscription agreements to raise
GBP200,000, before expenses, through the issue of unsecured
convertible loan notes (the "Convertible Loans"), to assist the
Company in covering the additional costs of any potential future
reverse takeover transaction and for general working capital
purposes.
The Convertible Loans were placed with clients of Pello Capital
Limited, the Company's joint broker and placing agent for the
purposes of the issue of the Convertible Loans. The key terms of
the Convertible Loans are as follows:
-- 12-month term;
-- 8% annual interest rate, payable in cash in arrears on 31
January, 30 April, 31 July and 31 October, with the first
instalment due to be paid on 30 April 2021;
-- principal and accrued but unpaid interest will be convertible
at a 25 per cent. discount to the price of new ordinary shares that
are issued pursuant to a placing conducted simultaneous with the
re-admission of the ordinary shares of the Company to trading on
AIM becoming effective following an acquisition or acquisitions
which constitute a reverse takeover under Rule 14 of the AIM Rules
("Re-Admission");
-- convertible at the date of Re-Admission; and
-- unsecured.
The proceeds were received on 4 February 2021. As at the date of
this announcement the Company has net cash of GBP255,407.
OUTLOOK
We are expending all our energies to identify an operating
business or operating assets to acquire with a view to a reverse
take-over of the Company in order to maximise the opportunity for
our shareholders as an AIM Rule 15 cash shell. Discussions remain
ongoing in this regard and we will update shareholders at the
appropriate time. There can of course be no guarantee that the
Company will be able to successfully complete a reverse
takeover.
Charles Tatnall, Executive Chairman
FINANCIAL REVIEW
Highlights:
6 months ended 6 Months ended
31 October 2020 31 October 2019
GBP GBP
Revenue 0 0
Operating Profit/(Loss) (212,014) 117,666
(Loss)/profit
per share (pence
per share) (0.02) 0.01
The Company's Loss for the period from continuing activities for
the half year under review was GBP212,014 (6 months ended 31
October 2019: Loss of GBP365,574). The Company's comprehensive loss
for the period for the half year under review was GBP212,014 (6
months ended 31 October 2019: Profit of GBP115,838). Administration
expenses were down in the period to GBP212,014 from GBP365,574, a
reduction of GBP153,560 compared with the same period last year due
to material cost savings being implemented.
Cash and short-term investments as at 31 October 2020 totalled
GBP3,975 (31 October 2019: GBP0). The cash balance on 5 February
2021 was GBP255,407.
Going Concern
The Directors consider the Group has sufficient resources to
continue to actively seek an acquisition or acquisitions which will
constitute a reverse takeover under AIM Rule 14. At the current
time the Group has adequate cash resources and working capital for
at least 12 months .
The Group was reclassified as an AIM Rule 15 Cash Shell on 10
December 2020. Following its reclassification as an AIM Rule 15
cash shell, the Company is required to make an acquisition which
constitutes a reverse takeover under the AIM Rules by 10 June 2021,
failing which the Company's ordinary shares would be suspended from
trading on AIM pursuant to AIM Rule 40. The Company's admission to
trading on AIM would then be cancelled six months from the date of
suspension, should the reason for the suspension not have been
rectified.
As stated above, the Directors have a reasonable expectation
that the Group has adequate resources to continue in operation or
existence for the foreseeable future thus we continue to adopt the
going concern basis in preparing the financial statements.
The Group's employees carry out their duties remotely, via the
network infrastructure in place. As a result, there has been no
disruption to the operational activities of the Company during the
COVID-19 pandemic. All key business functions continue to operate
at normal capacity.
James Longley, Chief Financial Officer and Interim Chief
Executive
UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHSED 31 OCTOBER 2020
Unaudited Unaudited Audited
6 months 6 months Year
ended ended ended
31 October 31 October 30 April
2020 2019 2020
GBP GBP GBP
-------------------------------------- -------------- -------------- --------------
Continuing operations
Revenue - - -
-------------------------------------- -------------- -------------- --------------
Gross profit - - -
Administration expenses (212,014) (365,574) (732,283)
Share based compensation expense - - 570,036
Operating profit/loss (212,014) 117,666 (162,399)
Finance costs - (1,828) (1,828)
-------------------------------------- -------------- -------------- --------------
(Loss)/Profit before taxation (212,014) 115,838 (164,227)
Taxation - - -
-------------------------------------- -------------- -------------- --------------
(Loss) for the period from continuing
activities (212,014) (365,574) (164,227)
(Loss)/Profit for the period
from discontinued operations
net of taxation - 483,240 485,068
-------------------------------------- -------------- -------------- --------------
(Loss)/Profit for the period
and total comprehensive income/loss (212,014) 115,838 320,841
Basic and fully diluted (loss)/profit
per share
Continuing and total operations (0.02p) 0.01p 0.04p
-------------------------------------- -------------- -------------- --------------
UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHSED 31 OCTOBER 2020
Called
up
share Share premium Retained Total
capital account Other reserves deficit equity
GBP GBP GBP GBP GBP
------------------ -------------------- -------------------- ------------------ ------------ --------------------
Balance at
30 April
2019 1,630,783 7,748,243 593,693 (9,877,355) 95,364
Total
comprehensive
income for the
period - - - 115,838 115,838
Issue of share
capital 47,273 82,728 - - 110,909
Balance at
31 October 2019 1,678,056 7,830,971 593,693 (9,761,517) 341,202
Total
comprehensive
income for the
period - - - 205,002 (205,002)
Write off Other
reserves - - (593,693) - (593,693)
Balance at
30 April
2030 1,678,056 7,830,971 - (9,556,515) (47,489)
Total
comprehensive
income for the
period - - - (212,014) 115,838
Balance at
31 October
2020 1,678,056 7,830,971 - (9,768,529) (259,503)
------------------ -------------------- -------------------- ------------------ ------------ --------------------
UNAUDITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 OCTOBER 2020
Unaudited Unaudited Audited
6 months 6 months Year
ended ended ended
31 October 31 October 30 April
2020 2019 2020
GBP GBP GBP
--------------------------------- ---------------- ---------------- ----------------
ASSETS
Non-current assets
Investments - 152 -
--------------------------------- ---------------- ---------------- ----------------
Total non-current assets - 152 -
--------------------------------- ---------------- ---------------- ----------------
Current assets
Trade and other receivables 679,031 748,119 724,369
Cash and cash equivalents 3,975 - 2,413
--------------------------------- ---------------- ---------------- ----------------
Total current assets 683,006 748,119 726,782
--------------------------------- ---------------- ---------------- ----------------
Total assets 683,006 748,271 726,782
LIABILITIES
Current liabilities
Trade and other payables 895,704 426,160 774,271
Total current liabilities 895,704 426,160 774,271
--------------------------------- ---------------- ---------------- ----------------
Liabilities due after more than
1 year
Borrowings - bank loan 46,805 - -
Total Liabilities 942,509 426,160 774,271
--------------------------------- ---------------- ---------------- ----------------
Net assets (259,503) 322,111 (47,489)
--------------------------------- ---------------- ---------------- ----------------
EQUITY
Share capital 1,678,056 1,678,056 1,678,056
Share premium account 7,830,970 7,811,879 7,830,970
Loan note equity reserve - 23,657 -
Share option and warrant reserve - 570,036 -
Retained losses (9,556,515) (9,761,517) (9,768,530)
--------------------------------- ---------------- ---------------- ----------------
Total equity (259,503) 322,111 (47,489)
--------------------------------- ---------------- ---------------- ----------------
UNAUDITED CONSOLIDATED CASH FLOW STATEMENT
FOR THE SIX MONTHSED 31 OCTOBER 2020
Unaudited Unaudited Audited
6 months 6 months Year
ended ended ended
31 October 31 October 30 April
2020 2019 2020
GBP GBP GBP
---------------------------------------- ------------ ------------ ----------
Profit/loss before tax (212,014) 115,838 320,841
Share-based compensation charge - - (570,036)
Loan note interest charge - 1,828 1,828
Investments written off - - 152
Loan Note equity reserve written
off - - (23,657)
---------------------------------------- ------------ ------------ ----------
Operating cash flow before movements
in working capital (212,014) 117,666 (270,872)
(Increase)/decrease in receivables 37,375 (272,881) (249,131)
Increase in payables 126,201 100,957 479,068
---------------------------------------- ------------ ------------ ----------
Net cash used in operating activities (48,438) (54,258) (40,935)
---------------------------------------- ------------ ------------ ----------
Financing activities
Borrowings 50,000 - -
Proceeds of share issues - 110,909 100,000
Conversion of loan notes - (100,000) (100,000)
Interest paid - (1,828) (1,828)
---------------------------------------- ------------ ------------ ----------
Net cash generated from financing
activities 50,000 9,081 (1,828)
---------------------------------------- ------------ ------------ ----------
Net (decrease)/increase in cash
& cash equivalents 1,562 (45,177) (42,764)
Cash and cash equivalents at beginning
of year 2,413 45,177 45,177
---------------------------------------- ------------ ------------ ----------
Cash and cash equivalents at end
of period 3,975 - 2,413
---------------------------------------- ------------ ------------ ----------
NOTES TO THE INTERIM REPORT
1. Basis of preparation
The financial information set out in this interim report does
not constitute statutory accounts as defined in section 434 of the
Companies Act 2006. The Company's statutory financial statements
for the period ended 30 April 2020, prepared under International
Financial Reporting Standards (IFRS), have been filed with the
Registrar of Companies. The auditor's report on those financial
statements was unqualified and did not contain a statement under
section 498 (2) or (3) of the Companies Act 2006. However, a
material uncertainty was raised in the audit report in relation to
going concern and it was concluded by the auditors that the
directors use of the going concern basis of accounting in the
preparation of the financial statements was appropriate.
The interim financial information has been prepared in
accordance with the recognition and measurement principles of
International Financial Reporting Standards (IFRS) and on the same
basis and using the same accounting policies as used in the
financial statements for the year ended 30 April 2019. The interim
financial statements have not been audited or reviewed in
accordance with the International Standard on Review Engagement
2410 issued by the Auditing Practices Board.
The financial statements have been prepared on a going concern
basis under the historical cost convention.
The Directors believe that the going concern basis is
appropriate for the preparation of the financial statements as the
Company is in a position to meet all its liabilities as they fall
due.
2. Earnings per share
The calculation of basic and diluted earnings per share is based
on the total loss for the period of GBP212,014 (2019: gain
GBP115,838) and a weighted average number of ordinary shares of
872,534,994 (2019: 872,534,994). The number of shares used in the
calculation of the diluted loss per share is the same as that used
for the basic loss per share for the current period, as the
exercise of options would be anti-dilutive.
3. Share Capital
Number of Number of Share
Ordinary Value Deferred Value Premium
shares GBP shares GBP GBP
----------------------- ----------------- ------------- ---------------- ------------- ---------------
Issued and fully
paid
At 1 May 2020 872,534,994 872,535 16,439,210 805,521 7,830,970
Share issues - - - - -
----------------------- ----------------- ------------- ---------------- ------------- ---------------
At 31 October
2020 872,534,994 872,535 16,439,210 805,521 7,830,970
----------------------- ----------------- ------------- ---------------- ------------- ---------------
4. Dividend
No interim dividend will be paid.
Copies of the interim report can be obtained from: The Company
Secretary, Plutus PowerGen PLC, 27/28 Eastcastle Street, London W1W
8DH and are available to view and download from the Company's
website: www.plutuspowergenplc.com
For more information please contact:
Plutus PowerGen PLC Tel: +44 (0) 20 8720 6562
Charles Tatnall, Executive Chairman
James Longley, Interim CEO and Finance
Director
Allenby Capital Limited (Nominated Adviser Tel: +44 (0)20 3328 5656
and Joint Broker)
Nick Athanas
Nick Naylor
George Payne
Turner Pope Investments (TPI) Limited Tel: +44 (0) 20 3657 0050
(Joint Broker) Tel: +44 (0) 20 3700 2492
Andy Thacker
Pello Capital Limited (Joint Broker)
Mark Treharne
St Brides Partners Limited (Financial Tel: +44 (0)20 7236 1177
PR)
Isabel de Salis
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END
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