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Interim Results

29 May 2009 16:59

RNS Number : 0644T
Alternative Energy Limited
29 May 2009
 



For immediate release 29 May 2009

ALTERNATIVE ENERGY LIMITED

Interim Results for period to 28th February 2009

Chairman's Statement

The six months from 1st September 2008 to 28th February 2009, the period covered by this report, was a period of great activity both for the global financial community and for your Company, Alternative Energy Limited ("AEL").

Against a background of deepening concern and financial turmoil which has impacted on all market sectors across the world, AEL has been quietly and consistently following its process, through the good efforts of its research team, of reviewing and testing alternative energy technologies in which the Company is interested. This has been done in accordance with the Company's investment policies with a view to achieving the Company's investment goals and achieving an acquisition which will provide substantial and tangible shareholder value.

In particular, the Company has been considering the merits of a system of micro power generation based upon a domestic and commercial roofing system as an integrated solution to power generation needs.

The drive to develop renewable energy sources as a solution to the world's energy and environmental problems is as strong as ever, and the reinforcement of the importance of renewable energy by the recently elected American President, Barack Obama, only confirms that the principles upon which AEL were founded are still sound and strong.

The current results reflect the Company's stability. Whilst the Company is still expending funds in its research which result in losses, it is expected that the fruits of such research will lead to a transaction in the short or medium term, and the value for money of the Company's research expenditure can be considered in the light of the much larger sums expended by larger companies in this sector. The Company still has substantial cash resources and will be continuing to use these prudently.

The board also felt confident enough during the course of the last six months to repurchase from shareholders shares amounting in total to US$1.2 million, which further accounts for the reduction in the Company's cash during the period. This has enabled the Company's shares to remain steady in the market and avoid the dramatic falls suffered by most other companies. 

The Company is now actively seeking to conclude an acquisition within the next six months and to benefit from the opportunities of the current, fast changing, markets.

For further information, please contact:

Alternative Energy Limited

Dr Eric Goh, Director Tel:+65 6873 7782

Richard Lascelles, Director Tel: +44 (0) 20 7408 1067

Beaumont Cornish Limited 

Roland Cornish Tel: +44 (0) 20 7628 3396

  

ALTERNATIVE ENERGY LIMITED AND ITS SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEET

Group

Group

Group

Unaudited

Unaudited

Audited

Note

28.2.2009

29.2.2008

31.8.2008

US$
US$
US$
Assets
Non-current assets
Plant and equipment
3
263,105
157,355 
157,984
Intangible assets
4
805,719
464,726
643,019
Total non-current assets
1,068,824
622,081
801,003
Current assets
Cash and cash equivalents
5
3,095,755
7,003,863
5,914,760
Other receivables
6
80,910
78,575
149,830
Total current assets
3,176,665
7,082,438
6,064,590
Total assets
4,245,489
7,704,519
6,865,593
 
Equity and liabilities
Capital and reserves
Issued capital
7
7,605,006
7,916,392
7,916,392
Treasury shares
7
(1,200,000)
-
-
Accumulated losses
(2,211,979)
(398,998)
(1,269,762)
Foreign currency translation reserve
8
-
6,572
5,621
Total equity
4,193,027
7,523,966
6,652,251
Current liabilities
Other payables and accruals
9
22,400
180,553
181,284
Provisions
10
30,062
-
32,058
Total current liabilities
52,462
180,553
213,342
Total equity and liabilities
4,245,489
7,704,519
6,865,593

 

 ALTERNATIVE ENERGY LIMITED AND ITS SUBSIDIARIES

CONSOLIDATED CONDENSED INCOME STATEMENT

Group

Group

1.9.2008 to

1.9.2007 to

 28.2.2009

 29.2.2008

Unaudited

Unaudited

Note

US$

US$

Administrative expenses

(330,881)

-

Other expenses

(660,240)

(493,730)

Finance income

29,368

124,681

Finance cost

(1,094)

-

Loss before income tax

11

(962,847)

(369,049)

Income tax

12

(115)

-

Net loss for the financial period

(962,962)

(369,049)

Attributable to:

Equity holders of the Company

(962,962)

(369,049)

Loss per share (US$ cents)

US$ cent

US$ cent

Basic and diluted loss per share

13

#

#

 # denotes a figure which is less than US$0.01 

ALTERNATIVE ENERGY LIMITED AND ITS SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN EQUITY 

Attributable to the equity holders of the parent

Note

Issued 

capital

Foreign currency translation reserve

Accumulated

losses

Total

US$

US$

US$

US$

Unaudited

Unaudited

Unaudited

Unaudited

Group

As at 1 September 2007

3,604,496

-

(29,949)

3,574,547

Foreign currency translation differences

-

6,572

-

6,572

Net income recognised directly in equity

-

6,572

-

6,572

Loss for the financial period

-

-

(369,049)

(369,049)

Total recognised income and (expenses) for the financial period

-

6,572

(369,049)

(362,477)

Issue of shares

7

4,341,663

-

-

4,341,663

Issue expenses

7

(29,767)

-

-

(29,767)

As at 29 February 2008

7,916,392

6,572

(398,998)

7,523,966

 
 
Issued 
capital
Foreign currency translation reserve
Accumulated
losses
Total
 
 
US$
US$
US$
US$
 
 
Unaudited
Unaudited
Unaudited
Unaudited

Group

As at 1 September 2008

7,916,392

5,621

(1,269,762)

6,652,251

Foreign currency translation differences

30,000

(5,621)

20,745

45,124

Net income and (expenses) recognised directly in equity

30,000

(5,621)

20,745

45,124

Loss for the financial period

-

-

(962,962)

(962,962)

Total recognised income and (expenses) for the financial period 

30,000

(5,621)

(942,217)

(917,838)

Share buy-back

7

(1,200,000)

-

-

(1,200,000)

Issue expenses

7

(341,386)

-

-

(341,386)

As at 28 February 2009

6,405,006

-

(2,211,979)

(4,193,027)

  ALTERNATIVE ENERGY LIMITED AND ITS SUBSIDIARIES

CONSOLIDATED CONDENSED CASH FLOW STATEMENT 

Group

Group

1.9.2008 to 28.2.2009

1.9.2007 to 29.2.2008

Unaudited

Unaudited

US$

US$

Cash flows from operating activities

Loss before income tax 

(962,847)

(369,049)

Adjustments for: 

Amortisation of intangible assets

5,551

-

Depreciation of plant and equipment

59,622

8,883

Finance income

(29,368)

(124,681)

Finance cost

1,094

-

Provision for reinstatement cost

(1,320)

-

Provision for unutilised leave

(676)

-

Operating cash outflow before working capital changes

(927,944)

(484,847)

Changes in working capital:

Other receivables

68,920

(20,798)

Other payables and accruals

(158,884)

(284,488)

Net cash used in operations

(1,017,908)

(790,133)

Interest paid

(1,094)

-

Income tax paid

(115)

-

Net cash used in operating activities

(1,019,117)

(790,133)

Cash flows from investing activities

Acquisition of subsidiary, net of cash acquired 

-

36,575

Addition of intangible assets

(168,251)

-

Pledged fixed deposits

(84,894)

-

Interest received

29,368

124,681

Purchase of plant and equipment

(164,743)

(159,225)

Net cash (used in)/generated from investing activities

(388,520)

2,031

Cash flows from financing activities

Purchase of treasury shares

(1,200,000)

-

Issue expenses 

(311,386)

-

Proceeds from issue of shares, net of issue costs

-

1,286,897

Net cash (used in)/generated from financing activities

(1,511,386)

1,286,897

Effect of foreign exchange rate changes

15,124

6,572

Net (decrease)/increase in cash and cash equivalents

(2,903,899)

505,367

Cash and cash equivalents at the beginning of the financial period

5,914,760

6,498,496

Cash and cash equivalents at the end of the financial period (Note 5)

3,010,861

7,003,863

ALTERNATIVE ENERGY LIMITED AND ITS SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS 

FOR THE FINANCIAL PERIOD FROM 1 SEPTEMBER 2008 TO 28 FEBRUARY 2009

1. General 

The Company was incorporated in Singapore on 26 December 2006 under the name of Alternative Energy Pte. Ltd. On 11 July 2007 the Company was converted into a public limited company and changed its name to Alternative Energy Limited (the "Company"). The Company is domiciled in Singapore

On 12 October 2007, the Company was successfully admitted to trading on AIM, a market operated by the London Stock Exchange.

The principal activity of the Company is the holding of investments. The registered office of the Company is at 1 Science Park Road, #02-09, The Capricorn, Singapore Science Park II, Singapore 117528.

The principal activity of the Company's wholly-owned subsidiaries, Renewable Power Pte Ltd and Alternative Energy Technology Pte Ltd, company incorporated in Singapore, are that of research and development of renewable energies for household consumers and holding of trademarks and intellectual properties respectively.

The interim unaudited financial statements of the Company and its subsidiary (the "Group") for the financial period ended 28 February 2009 were authorised for issue by the Board of Directors on 29 May 2009.

2. Basis of preparation

These unaudited interim consolidated condensed financial statements of the Group are for the six months ended 28 February 2009. They are prepared in accordance with International Accounting Standard 34, Interim Financial Reporting.

This condensed interim report does not include all the notes of the type normally included in an annual financial report. Accordingly, this condensed report is to be read in conjunction with the Annual Report for the year ended 31 August 2008 and any public announcements made by the Group during the interim reporting period.

The unaudited condensed interim financial statements for the six months ended 28 February 2009 do not constitute statutory accounts and have been drawn up using accounting policies and presentation expected to be adopted in the Group's full financial statements for the year ended 31 August 2009, which are not expected to be significantly different to those set out in note to the Group's audited financial statements for the year ended 31 August 2008.

The financial information for the year ended 31 August 2008 has been extracted from the statutory accounts for that period. The auditors' report for the year ended 31 August 2008 was unqualified and did not include references to any matters to which the auditors drew attention by way of emphasis without qualifying their report.

The financial information for the 6 months ended 28 February 2008 has been extracted from the interim results released to 28 February 2008.

3. Plant and equipment

Renovation

Computers

Machinery, office equipment, furniture and fittings

Total

Group
US$ 
 US$
 US$
 US$ 
Unaudited
28 February 2009
Cost

As at 1 September 2008

117,788

39,824

44,413

202,025

Additions

-

13,942

150,801

164,743

As at 28 February 2009

117,788

53,766

195,214

366,768

Accumulated depreciation

As at 1 September 2008

28,621

7,478

7,942

44,041

Depreciation charge for the 

period

20,688

7,775

31,159

59,622

As at 28 February 2009

49,309

15,253

39,101

103,663

Net book value

As at 28 February 2009

68,479

38,513

156,113

263,105

Unaudited

29 February 2008

Cost

As at 1 September 2007

-

-

-

-

Acquisition of subsidiary

-

4,787

2,226

7,013

Additions

94,246

40,047

24,932

159,225

As at 29 February 2008

94,246

44,834

27,158

166,238

Accumulated depreciation

As at 1 September 2007

-

-

-

-

Depreciation charge for the

period

4,768

2,849

1,266

8,883

As at 29 February 2008

4,768

2,849

1,266

8,883

Net book value

As at 29 February 2008

89,478

41,985

25,892

157,355

3. Plant and equipment (Continued)

Renovation

Computers

Machinery, office equipment, furniture and fittings

Total

Group

US$ 

 US$

 US$

 US$ 

Audited

31 August 2008

Cost

As at incorporation and 1 September 2007 

-

-

-

-

Arising from acquisition of a subsidiary

-

4,687

2,226

6,913

Additions

118,091

35,097

42,237

195,425

Foreign currency translation difference

(303)

40

(50)

(313)

As at 31 August 2008

117,788

39,824

44,413

202,025

Accumulated depreciation

As at incorporation and 1 September 2007

-

-

-

-

Depreciation charge for the period

28,695

7,495

7,962

44,152

Foreign currency translation difference

(74)

(17)

(20)

(111)

As at 31 August 2008

28,621

7,478

7,942

44,041

Net book value

As at 31 August 2008

89,167

32,346

36,471

157,984

 

4. Intangible assets

Group

Unaudited

Goodwill

Computer

software

Patents

Trademarks

Total

28 February 2009

Cost

US$

US$

US$

US$

US$

As at 1 September 2008

464,726

30,351

57,626

95,712

648,415

Additions

-

4,748

98,974

64,529

168,251

As at 28 February 2009

464,726

35,099

156,600

160,241

816,666

Accumulated amortisation

As at 1 September 2008

-

5,396

-

-

5,396

Amortisation for the period

-

5,551

-

-

5,551

As at 28 February2009

-

10,947

-

-

10,947

Net book value

As at 28 February 2009

464,726

24,152

156,600

160,241

805,719

 

4. Intangible assets (Continued)

 

Goodwill

Computer

software

Patents

Trademarks

Total

Group

US$

US$

US$

US$

US$

Unaudited

29 February 2008

As at incorporation and 1 September 2007

-

-

-

-

-

Arising from acquisition of a subsidiary 

464,726

-

-

-

464,726

As at 29 February 2008

464,726

-

-

-

464,726

Accumulated amortisation

As at incorporation and 1 September 2007

-

-

-

-

-

Amortisation for the year

-

-

-

-

-

As at 29 February 2008

-

-

-

-

-

Net book value

As at 29 February 2008

464,726

-

-

-

464,726

Audited

31 August 2008

Cost

As at incorporation and 1 September 2007

-

-

-

-

-

Additions

-

30,327

57,626

95,712

183,665

Arising from acquisition of a subsidiary

464,726

100

-

-

464,826

Foreign currency translation difference

-

(76)

-

-

(76)

As at 31 August 2008

30,351

57,626

95,712

648,415

Accumulated amortisation

As at incorporation and 1 September 2007

-

-

-

-

-

Amortisation for the year

-

5,410

-

-

5,410

Foreign currency translation difference

-

(14)

-

-

(14)

As at 31 August 2008

-

5,396

-

-

5,396

Net book value

As at 31 August 2008

464,726

24,955

57,626

95,712

643,019

4. Intangible assets (Continued)

Goodwill represents the excess of the cost of a business combination over the interest in the fair value of identifiable assets, liabilities and contingent liabilities acquired. Cost comprises the fair values of assets given, liabilities assumed and equity instruments issued plus any direct costs of acquisition.

Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to cash generating units and is not amortised but is tested annually for impairment or more frequently if events or changes in circumstances indicate that it might be impaired.

As at 28 February 2009, the management has assessed and determined that the goodwill is not impaired. Such assessment and determination require the management to make judgements, estimates and assumptions. These estimates and associated assumptions are continually evaluated and are based on historical experience and other factors including expectations of future events or changes in circumstances. Actual results may differ from these estimates.

Included in the patents is an amount of approximately US$1 being the cost of the option to purchase certain patents from a related party (the "vendor"). In October 2008, the Company has engaged an independent professional valuer to value certain patents to be purchased from the vendor. Based on the discounted cash flow method of valuation, the independent professional valuer has valued these patents to be at approximately US$33 million. Having considered the valuation performed by the professional valuer, the Company and the vendor have agreed to fix the purchase consideration for the purchase of these patents at US$20 million. This purchase consideration shall be fully settled by the issue of new ordinary shares of the Company on formula agreed between the Company and the vendor. At the date of the unaudited financial statements, the proposed purchase has not been completed.

5. Cash and cash equivalents

Group

Group

Group

Unaudited

Unaudited

Audited

28.2.2009

29.2.2008

31.8.2008

US$

US$

US$

Cash on hand and bank balances

510,257

878,696

1,241,323

Fixed deposits

2,585,498

6,125,167

4,673,437

Cash and bank balances

3,095,755

7,003,863

5,914,760

Less: fixed deposits pledged to a bank

(84,894)

-

(85,773)

Cash and cash equivalents as per consolidated cash flow statements

3,010,861

7,003,863

5,828,987

Fixed deposits are placed with the bank, with original maturing periods of not more than 90 days. Interest rate ranges from 0.875% to 3.27% (29.2.2008: 1.5% to 4.4% and 31.8.2008: 0.825% to 4.4%) per annum.

5. Cash and cash equivalents (Continued)

Cash and cash equivalents are denominated in the following currencies:

Group

Group

Group

Unaudited

Unaudited

Audited

28.2.2009

29.2.2008

31.8.2008

US$

US$

US$

Singapore dollar

236,630

144,978

330,749

United States dollar

2,859,125

6,858,885

5,584,011

3,095,755

7,003,863

5,914,760

The Group's fixed deposits of US$84,894 (29.2.2008: Nil and 31.8.2008: US$85,773) are pledged to a bank for credit card facility granted to a subsidiary company.

6. Other receivables

Group

Group

Group

Unaudited

Unaudited

Audited

28.2.2009

29.2.2008

31.8.2008

US$

US$

US$

Other receivables

16,907

24,711

2,417

Deposits

57,797

47,385

143,295

Prepayments

6,206

6,479

4,118

80,910

78,575

149,830

None of these receivables are past due or impaired as at 28 February 2009.

Other receivables are denominated in the following currencies:

Group

Group

Group

Unaudited

Unaudited

Audited

28.2.2009

29.2.2008

31.8.2008

US$

US$

US$

Singapore dollar

80,910

61,070

149,830

United States dollar

-

17,505

-

80,910

78,575

149,830

7. Issued capital and treasury shares 

(a) Issued capital

Group

Group

Group

Group

Group

Group

Unaudited

Unaudited

Audited

Unaudited

Unaudited

Audited

28.2.2009

29.2.2008

31.8.2008

28.2.2009

29.2.2008

31.8.2008

Number of ordinary shares

US$

US$

US$

Issued and fully-paid:

Balance at beginning of financial period/years

1,183,092,564

570,445,035

570,445,035

7,916,392

3,604,496

3,604,496

Issue of new shares

-

603,235,765

603,235,765

-

3,941,663

3,941,663

Exchange difference arising from consideration paid in non-US$ from prior period

-

-

-

30,000

-

-

Issue of new ordinary shares to acquire subsidiary

-

9,411,764

9,411,764

-

400,000

400,000

Less: share issue expenses

-

-

-

(341,386)

(29,767)

(29,767)

Balance at end of financial period/years

1,183,092,564

1,183,092,564

1,183,092,564

7,605,006

7,916,392 

7,916,392

The Company has one class of ordinary shares. All issued ordinary shares are fully paid and carry one vote per ordinary share and also carry a right to dividends. There is no par value for these ordinary shares.

All newly issued shares of the Company shall rank pari-passu in all respects with the then existing issued shares.

(b) Treasury shares

Group

Group

Group

Group

Group

Group

Unaudited

Unaudited

Audited

Unaudited

Unaudited

Audited

28.2.2009

29.2.2008

31.8.2008

28.2.2009

29.2.2008

31.8.2008

Number of ordinary shares

US$

US$

US$

Issued and fully-paid:

Balance at beginning of financial period

-

-

-

-

-

-

Purchase during the financial period

40,042,966

-

-

1,200,000

-

-

Balance at end of financial period

40,042,966

-

-

1,200,000

-

-

The Company acquired 40,042,966 of its own shares from its shareholders through off-market purchases at an average price of US$0.03 per share. The Company paid US$1,200,000 in cash to acquire the said shares. This amount was deducted from issued share capital within the shareholders' equity. The shares brought back are held as treasury shares. 

 

8. Foreign currency translation reserve

The foreign currency translation reserve comprises all foreign exchange differences arising from the translation of the unaudited financial statements of the Group's subsidiary whose functional currency is other than United States dollar. This reserve is non-distributable.

On 1 September 2008, the subsidiary company changed its functional currency as the management has determined that the functional currency of the subsidiary is the United States Dollar.  In the opinion of management, the US dollar is representative of the primary economic environment in which the subsidiary operates and it reflects the economic substance of the underlying events and circumstances relevant to the subsidiaryIn accordance with International Accounting Standards this change in functional currency of the subsidiary has been accounted for prospectively by translating all items using the Singapore Dollar/US dollar exchange spot rate on that date. In the subsidiary company accounts the resulting translated amounts for non monetary items at this date have been treated as their historic cost.

9. Other payables and accruals

Group

Group

Group

Unaudited

Unaudited

Audited

28.2.2009

29.2.2008

31.8.2008

US$

US$

US$

Other payables

10,699

5,017

1,133

Accruals

10,462

111,871

113,661

Provision for directors' fees

-

33,333

-

Amount due to a director

1,239

30,332

66,490

22,400

180,553

181,284

Amount due to a director is due to Christopher Nightingale and is interest-free, unsecured and repayable on demand.

Other payables and accruals are denominated in the following currencies:

Group

Group

Group

Unaudited

Unaudited

Audited

28.2.2009

29.2.2008

31.8.2008

US$

US$

US$

British pound

-

99,296

10,264

Singapore dollar

21,161

47,924

104,530

United States dollar

1,239

33,333

66,490

22,400

180,553

181,284

 

10. Provisions

Group

Group

Group

Unaudited

Unaudited

Audited

28.2.2009

29.2.2008

31.8.2008

US$

US$

US$

Provision for unutilised leave

10,187

-

10,863

Provision for reinstatement cost

19,875

-

21,195

30,062

-

32,058

Provision for unutilised leave represents employee entitlements to annual leave as a result of services rendered by employees up to the balance sheet date.

Provision for reinstatement cost is relation to the obligation for dismantlement, removal or restoration of office premises.

Movements in the provisions are as follows:

Provision

 for unutilised leave

Provision for reinstatement cost

Total

US$

US$

US$

Unaudited

28.2.2009

Balance at beginning of financial period

10,863

21,195

32,058

Provision utilised during the financial year

(676)

(1,320)

(1,996)

Balance at end of financial period

10,187

19,875

30,062

Unaudited

29.2.2008

Balance at beginning of financial year

-

-

-

Provision during the financial year

-

-

-

Balance at end of financial year

-

-

-

Audited

31.8.2008

Balance at beginning of financial year

-

-

-

Provision during the financial year

10,863

21,195

32,058

Balance at end of financial year

10,863

21,195

32,058

11. Loss before income tax

In addition to the information disclosed elsewhere in the unaudited financial statements, the Group's loss before income tax is arrived at after charging the following:

Group

Group

1.9.2008 to

1.9.2007 to

 28.2.2009

 29.2.2008

Unaudited

Unaudited

US$

US$

Staff costs

 -Directors' remuneration other than fees

127,412

33,333

 -Employee benefits expense 

176,340

-

Amortisation of intangible assets

5,551

-

Depreciation of plant and equipment

59,622

8,444

Office rental

59,276

49,203

Equipment rental

1,096

-

Foreign currency exchange loss, net

46,002

22,213

Research and development costs expensed off

13,405

2,528

Professional fees

142,598

236,336

Provision for reinstatement cost

-

9,428

 

12. Income tax

Group

Group

1.9.2008 to

1.9.2007 to

 28.2.2009

 29.2.2008

Unaudited

Unaudited

US$

US$

Current income tax

- under provision in prior year

(115)

-

The income tax expense has been determined by applying the Singapore income tax rate of 17% (2008:18%to loss before income tax and total charge for the financial period/year can be reconciled to accounting loss as follows:

Group

Group

1.9.2008 to

1.9.2007 to

 28.2.2009

 29.2.2008

Unaudited

Unaudited

US$

US$

Reconciliation of effective tax rate

Loss for the financial period

(962,847)

(369,049)

Tax calculated at statutory rate of 17% (2008:18%)

(163,684)

(66,429)

Effect of changes in tax rate

7,899

-

Under provision in prior period

(115)

-

Expenses not deductible for tax purposes

155,785

66,429

(115)

-

 

12. Income tax (Continued)

There is no deferred tax impact on these financial statements arising during the period.

13. Basic and diluted loss per share

Basic loss per share

Basic loss per share is calculated by dividing the Group's loss attributable to equity holders by the weighted average number of ordinary shares in issue during the financial period.

 The loss per share is calculated as follows:

Group

Group

1.9.2008 to

1.9.2007 to

 28.2.2009

 29.2.2008

Unaudited

Unaudited

Net loss attributable to equity holders of the Company

US$962,962

US$369,049

Weighted average number of ordinary shares

1,145,188,489

1,053,184,580

Basic loss per share

#

#

# denotes a figure which is less than US$0.01

 

b. Diluted loss per share

There are no potentially dilutive shares in issue.

14. Acquisition of a subsidiary

On 30 October 2007, the Company entered into a sale and purchase agreement with Dr Goh Swee Ming (the "vendor") pursuant to which the vendor sold his shareholding interest of 100% in Renewable Power Pte Ltd, a company incorporated in Singapore, to the Company for a consideration of US$400,000 which was fully paid or satisfied by way of the issuance of 9,411,764 new ordinary shares in the Company at the issue price of US$0.0425 per ordinary share (the "consideration shares"). The US$0.0425 price is based on the market price of the share as at 30 October 2007.

The allotted and issued consideration shares rank pari passu in all respects with the then existing ordinary shares of the Company save that they will not rank for any dividends, rights, allotments or any distribution, the record date of which falls before the date of issue of the consideration shares. The consideration shares represented approximately 0.79% of the enlarged issued share capital of the Company upon the completion of this acquisition.

In the prior period the acquired company did not contribute any revenue but did contribute a net loss of approximately US$290,140 to the consolidated income statement for the financial period ended 29 February 2008, since acquisition date. If the acquisition had occurred on 1 September 2007, the Group's revenue would remain the same whilst the Group's net loss for the financial period ended 29 February 2008 would have been US$369,049.

Subsequent to the above transactions, Dr Goh Swee Ming became a Director of the Company on 13 November 2007.

14. Acquisition of a subsidiary (Continued)

The carrying amount and fair value of identifiable assets and liabilities of Renewable Power Pte Ltd as at the date of acquisition and the net cash inflow on acquisition were as follows:

Carrying amount before combination

Fair value recognised 
on acquisition

US$

US$

Plant and equipment

6,913

6,913

Intangible asset - computer software

100

100

Cash and bank balances

36,575

36,575

Current assets (other than cash and bank balances)

57,777

57,777

Current liabilities

(166,091)

(166,091)

Total net liabilities

(64,726)

(64,726)

Goodwill (Note 4)

464,726

Total purchase consideration

400,000

The purchase consideration is fully settled by the issuance of 9,411,764 ordinary shares of the Company.

US$

Consideration paid by cash

 -

Cash acquired 

36,575

Net cash inflow on acquisition of subsidiary

36,575

Goodwill is attributable to the acquisition of subsidiary which is expected to provide future economic benefits in excess of the normal return generated from the acquired net identifiable assets.

15. Related parties transactions

For the purposes of these unaudited financial statements, parties are considered to be related to the Group if the Group has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Group and the party are subject to common control or common significant influence. Related parties may be individuals or other entities.

15. Related parties transactions (Continued)

Compensation of directors and key management personnel

The remuneration of directors during the financial period was as follows:

Group

Group

Unaudited

Audited

28.2.2009

29.2.2008

US$

US$

Remuneration

60,446

46,138

Post-employment benefits - CPF contribution

3,893

2,578

Short-term benefits

3,073

815

Consultancy fee paid

60,000

-

127,412

49,531

The remuneration of Directors is determined by the Remuneration Committee having regard to the performance of individuals and market trends. The remuneration disclosed above includes only the Directors as there is no personnel other than Directors who are considered to be a member of key management of the Group.

16. Operating lease commitments

At the balance sheet date, the commitments in respect of non-cancellable operating leases of office premises and equipment were as follows:

Group

Group

Unaudited

Audited

28.2.2009

29.2.2008

US$

US$

Future minimum lease payments payable:

Within one financial year

76,775

117,274

In second to fifth financial year inclusive

6,380

87,955

83,155

205,229

The above operating lease commitments are based on existing rates. The lease agreement provides for a periodic revision of such rates in the future. 

The Group has an option to renew the lease for another 1 year after the expiry of the current lease term.

17. Segment reporting 

No segment reporting is presented as the Group is principally engaged in a single business segment of dealing with household and industrial clean energy in Singapore.

18. Comparative figures

The comparative figures for the 6 months ended 29 February 2008 have not been audited.

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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