Active Energy Regulatory News (AEG)

Active Energy Group Plc / EPIC: AEG / Sector: Alternative Energy

30 June 2017

Active Energy Group Plc ('AEG', the 'Company' or 'the Group')

Final Results for the Year Ended 31 December 2016

Active Energy Group Plc, the AIM quoted forestry management and biomass based renewable energy business, announces its final results for the year ended 31 December 2016.

The Company's Annual Report and financial statements for the year ended 31 December 2016 and the Company's 2017 Notice of Annual General Meeting ("AGM") and the associated form of proxy are now available on the Company's website, http://www.active-energy.com/company-reports. The Annual Report and the Notice of AGM will also be posted to shareholders today.

The Company's 2017 Annual General Meeting will be held at the offices of DWF LLP, 20 Fenchurch Street, London, EC3M 3AG at 10.00 a.m. on 24 July 2017.

Overview:

· Progress being made in actively restructuring the Group, expanding its international reach and adjusting risk the profile to build shareholder value 

· Raised in excess of US$20m in debt and equity over the last 18 months including US$14.15million via the issue of convertible loan notes to new and existing investors, with proceeds used to fund the construction of the first CoalSwitch plant

· Two affiliate companies established to focus on the two business divisions: 

o Timberlands International Limited - for the development of forestry management opportunities in various international territories

o Advanced Biomass Solutions Plc - for the development and global commercial roll out of direct drop-in replacement biomass fuel, CoalSwitch TM 

· Agreement in principle signed with the Province of Newfoundland and Labrador for a Crown Timber Licence and Forest Management Agreement for 20 years relating to two Forest Management Districts covering 1.2 million hectares

· Evaluating additional forestry asset opportunities to expand activities further

· Construction of the first CoalSwitch plant in Utah, North America underway - estimated to be completed in Q4 2017

· Initiated global roll out of CoalSwitch TM product, focussing on jurisdictions where AEG has identified long-term, high volume feedstock arrangements

· Numerous utilities, corporates and major coal fired power stations across the world have requested delivery of quantities of CoalSwitch TM to test in their facilities

· Decision taken to reduce the Group's operating exposure in Ukraine by divesting wood fibre operations - significantly reduces the Group's perceived geographic risk profile and will allow focus on the development of Timberlands and ABS

· For 12 months ended 31 December 2016, AEG generated revenue of US$19.2million (2015: US$24.4million) and the Group's loss before tax was reduced to US$2.3million (2015: 5.5million)

· Gross margins significantly improved on the back of a strong first half performance to US$14.63 a tonne (2015: US$8.87 a tonne) and overheads reduced by 43%

· US$2.4million of debt converted to equity by major shareholder Gravendonck confirming their continuing support of the Group's strategy

Richard Spinks, CEO of AEG said: "I believe we are at an exciting point in the development of the Group as we look to capitalise on what we believe is an excellent opportunity in Newfoundland and Labrador, where our immediate priority is to finalise the proposed Forestry Management Agreements and Crown Timber Licences, as well as commercialise our biomass fuel, CoalSwitch TM. We are now at a point where the Group's structure and the market opportunities available to us, should allow our team to create real value for our partners and stakeholders. Our experience and expertise in forestry management and logistics, blended with the unique benefits of the CoalSwitch TM product, create the opportunity for us to transform both the way forestry assets are monetised and power is generated from biomass. Furthermore, having taken the decision to divest the Group's wood chip operations in Ukraine, we have opened other opportunities for the Group and believe that we are now better placed to take advantage of these."

"I look forward to updating shareholders regularly on developments, including the expansion of activities in Timberlands, the roll-out of CoalSwitch TM internationally and the construction of our first commercial CoalSwitch TM plant, which will enable us to demonstrate to the coal fired power industry globally, that CoalSwitch TM is a commercially and environmentally viable alternative to the widespread closure of thousands of power stations around the world."

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014.

**ENDS**

Enquiries & Further Information

About Active Energy Group

Active Energy Group Plc (AIM: AEG.L) is a London Stock Exchange-listed international renewable energy business based upon forestry assets. Its model is focussed on capturing the entire forestry value chain through sourcing, utilising and commercialising assets, and setting a new standard in the sustainable management and optimisation of timber resources. The Company is led by a highly technical and commercial team with the experience to execute its defined growth strategy and build its visibility, primarily as a London-listed timber opportunity with a revolutionary biomass fuel technology. It has two affiliate companies formed being:

· Advanced Biomass Solutions Plc, which is commercialising a revolutionary biomass coal replacement fuel, CoalSwitch and;

· Timberland International Plc, a sustainable international forestry management business.

CHAIRMAN'S STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2016

Introduction

During the financial year ended 31 December 2016, AEG started to undertake some significant changes to consolidate its position as one of the few listed companies that provides exposure to both forestry assets and biomass fuels. We have been active in restructuring the business, expanding our international reach and adjusting our risk profile, whilst also raising both equity and debt finance to execute a growth strategy, which we believe has the potential to create long-term shareholder value.

As announced on 8 May 2017, we are enacting significant changes to the structure of AEG. As such, we have reorganised the Group to focus on two principal areas: the development of forestry management opportunities in various international territories, and the further development and global commercial roll out of our direct drop-in replacement biomass fuel, CoalSwitch TM.

Timberlands and ABS

To support this strategy, we have formed two affiliate companies. Timberlands International Limited ('Timberlands') manages the Group's timberland assets and relationships with forestry asset owners, as well as developing, financing and operating new timberlands projects, initially in Atlantic Canada. Advanced Biomass Solutions Plc ('ABS'), houses the current CoalSwitch TM /biomass operations controlled by the Group in North America, and is advanced in developing future commercial projects relating to CoalSwitch TM.

In this regard Richard Spinks, the Group's CEO, and Brian Evans-Jones, the Group's CFO have been appointed to manage the boards of Timberlands and ABS respectively. Each of ABS and Timberlands is also in the process of identifying additional directors with relevant industry experience for the boards of each company and announcements will be made as new appointments are made. To date, the proposed restructuring has received a positive response both from commercial partners and a number of parties within the investment community.

We continue to believe that both affiliate companies have highly compelling business opportunities for AEG, which will establish important new franchises in each of their industry sectors. The market opportunities being presented to both companies show strong commercial potential, which the Board is excited to pursue. Indeed, on 22 May 2017, AEG announced that it had entered into an agreement in principle with the Canadian Province of Newfoundland and Labrador (the "Province") that, if finalised, will provide Timberlands with a Crown Timber Licence and forest management agreement for 20 years relating to two Forest Management Districts covering 1.2 million hectares. The Company is currently engaged in active negotiations with the Province and the relevant Ministries, as it works towards the execution of binding Forestry Management Agreements.

Finalising this agreement and commencing operations in Newfoundland on the Great Northern Peninsula is a priority for AEG and Timberlands, as the Board believes this will have a major impact on AEG's market perception in terms of the Group's forestry asset management activities.

The Crown Timber Licence and 20-year forestry management agreement would allow Timberlands to harvest and utilise up to 140,000 solid cubic metres of wood annually from the Forestry Management Districts 17 and 18 in Newfoundland. The total land area is 1,211,000 hectares. The forestry is within a short distance of the proposed production facilities and is proximate to ocean port facilities, located at St. Anthony, Newfoundland, resulting in AEG having direct access to the shortest shipping routes to Europe from North America. Furthermore, we are already currently assessing additional forestry opportunities to expand Timberlands in Atlantic Canada and Europe.

The AEG Board believes that forestry owners see benefits with our complementary business model which aims to improve the economics of all forestry assets, and the added benefit of being able to produce our next generation biomass product CoalSwitch TM. This is the world's first 'drop in' biomass fuel that can completely replace coal in existing coal fired power stations, negating the need for expensive retrofitting and allowing coal-fired power utilities to avoid plant closure. Importantly, tests conducted over the last two years demonstrate that CoalSwitch TM outperforms regular white pellet products, which are currently being utilised by biomass power plants.

The Board is excited about the development of CoalSwitch TM as numerous utilities, corporates and major coal fired power stations across the world have requested delivery of large scale samples to test in their facilities. Construction of the first plant in Utah, North America is underway with orders for machine parts having been placed with manufacturers during Q2 2017. The plant should be operational before the end of 2017 and will provide us with the ability to deliver commercial quantities of CoalSwitch ™.

ABS is planning to roll out globally the CoalSwitch product, focussing in jurisdictions where we have identified long-term, high volume feedstock arrangements and where it has significant advantages over all other processes available today. ABS is seeking to secure binding contracts with companies to secure feedstock arrangements, which may include empty fruit bunch and palm trunks in Asia, low-value hardwoods and mill waste streams, and fir tree and sawmill residues elsewhere in Canada, including Newfoundland. It is also in discussions with several partners in North America and Asia who are interested in utilising our pellet within their local power markets. Although we are confident of a positive outcome, at present no guarantees can be given that these discussions will lead to a favourable outcome for ABS and AEG and further announcements regarding this will be made as appropriate.

Ukraine

With regards to Ukraine, the political and economic environment in 2016 continued to present challenges for the Group. Our woodchip operation performed strongly during the first half of 2016 and following the equity fundraise, in August 2016 we purchased a softwood line to develop more capacity. All the equipment was delivered to Ukraine and is currently on site in and around the port facilities in Ukraine. However, the second half was more challenging with political events in Turkey in the second half, specifically the attempted coup d'état in July 2016, having a negative impact on the business. Furthermore, during 2016, three new competitors entered the Ukrainian woodchip production and export market, supplying what AEG believed to be an inferior quality product, at a time when the Turkish lira had been devalued. This adversely affected the Company's output and the export volumes to Turkish clients. Additionally, the existence of these new competitors placed downward pressure on price of woodchip that was being exported to Turkey and had a subsequent impact on our gross margins.

AEG WoodFibre also suffered the consequences of changing supply dynamics in Ukraine, where sanitary logging has now been banned. This has more than halved the raw wood supply in country, which has contributed to higher raw wood prices, which are now over 20% more than in 2016, in the official market.

With this backdrop, and as previously reported, to focus on the Company's primary growth areas of Timberlands and ABS, the Board has taken the decision to divest its wood chip business in Ukraine ("Nikwood"). As part of this process, the Group's former Chief Operating Officer, Matteo Girlanda, decided to pursue the opportunity to acquire Nikwood and accordingly resigned from the AEG Board to avoid any conflicts of interest during the period of negotiation. These negotiations remain ongoing but are not exclusive and the Board is also considering additional alternatives re the disposal of Nikwood. The divestment process remains a key strategic focus and further announcements will be made as appropriate.

The Board believes that exiting Ukraine will significantly reduce the Group's perceived geographic risk profile and will allow the management team to focus on the development of ABS and Timberlands. With the resignation of Mr Girlanda, the Board is actively looking for additional Board members to assist in the execution of the Group's new strategy and further announcements regarding Board appointments will be made as appropriate.

The Metis Settlements

Throughout the past year, a dialogue was maintained with the Metis Settlements of Peavine, Paddle Prairie and East Prairie (the "Metis Settlements") in Alberta and to a lesser extent with the Ministry of Aboriginal Relations of the Alberta Government. Despite these efforts, there has been a lack of progress towards a feasible commercial development opportunity for their forestry assets for the benefit of all parties. Although AEG was pleased to announce on 8 December 2016 that the Alberta Government had written to the Métis Settlements and that these Settlement partners have received communication, confirming that the approach taken by the previous Progressive Conservative Association of Alberta Government has changed significantly, the issue remains whether Alberta represents an economically feasible jurisdiction for AEG to invest in. Furthermore, in May 2017, three years after the Government of Alberta blocked the Metis Settlement efforts to co-operate with AEG, the Metis Settlements succeeded in their latest action against the Albertan Government in regard to the issuance of previous ministerial orders . This is a positive development but nonetheless significant damage has been done and AEG, alongside the Metis Settlements are now considering their options.

The Company will make a further announcement once this decision has been made by the Board, in consultation with the Metis Settlements General Council and the Chairs and Councils of the affected Settlements.

Financial Review:

During the period, the Company conducted various initiatives to improve its balance sheet. It raised £2.05 million (before expenses) in an equity placing, agreed the conversion of US$2.42 million of debt into equity from a significant long-term shareholder and CoalSwitch TM joint venture partners and received a commitment for a five-year unsecured loan facility of US$6M carrying interest at 8% per annum, US$2 million of which was drawn down.

The recent convertible fund raising of US$14.15million, is being used to fund the construction of our first CoalSwitch TM plant and enacting Timberlands' growth strategy. We have received support from new institutional investors as well as existing shareholders, and I would like to thank them for their support in the strengthened business model, as we look to build a global business.

Once again it is regrettable that the Group's historic core business was unable to deliver consistent performance throughout the year as a result of factors beyond our control. Gross margins were significantly improved on the back of a strong first half performance to US$14.63 a tonne (2015: US$8.87 a tonne) and overheads were reduced by 43% to US$3,089,105 (2015: US$5,398,156). However, as a result of the political uncertainty in Turkey in the second half of 2016 and the contraction of economic activity in that market for several months following the attempted coup d'etat, shipping volumes for the full year slipped to 194,865 tonnes, a decrease of 11% on the previous year (2015: 220,748 tonnes) and revenue declined 21% to US$19,196,559 (2015: US$24,377,516).

For the year, we are reporting an operating loss of US$237,253 (2015: US$3,412,643). The Group also had to absorb finance costs of US$1,844,225 (2015: US$1,437,162) and a share of losses attributable to our joint venture arrangements in Canada amounting to US$305,151 (2015: US$619,262), which we expect to be recovered by the Group when that business begins operations and becomes profitable.

Outlook:

To conclude, our strategy to collaborate with forestry owners around the world to increase the commercial viability of their timberland assets and accelerate the production of our CoalSwitch TM product, is progressing well. New opportunities in North America, the European Union and Asia, have been identified utilising a variety of feedstock which is already proven to be effective for the production of our pellet.

Once we are able to execute a binding Forest Management Agreement in Newfoundland, we fully expect to have a robust platform from which to build and generate long term revenues, with logistical benefits and market access to Europe from the closest point in North America. The complementary opportunity to install CoalSwitch TM technology in the region will assist in our corporate goals as well as further strengthen our ties to Newfoundland. Independent of this, ABS is receiving commercial interest from many other regions in the world, all of which should allow ABS to prove the CoalSwitch TM technology on a commercial basis.

Finally, I'd like to thank all those involved with AEG for their efforts and hard work and I look forward to the future as our commercial goals are realised.

Michael Rowan

Non-Executive Chairman

CONSOLIDATED STATEMENT OF INCOME AND OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2016

The Company has elected to take the exemption under section 408 of the Companies Act 2006 not to present the parent Company income statement.

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2016

The financial statements were approved and authorised for issue by the Directors on 29 June 2017 and were signed on their behalf by:

R G Spinks B Evans-Jones

Chief Executive Officer Chief Financial Officer

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2016

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2016

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2016