IGAS.L Regulatory News (IGAS)

11 Apr 2007 08:00

KP Renewables PLC11 April 2007 KP RENEWABLES PLC (the "Company") INTERIM RESULTS FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2006 ("Interim Results") CHAIRMAN'S STATEMENT As shareholders of the Company should be aware, on 21 September 2006 theCompany's Board of Directors (the "Board") requested that trading in theCompany's shares (the "Shares") on AIM be suspended pending a decision onrefinancing. During the period covered by these Interim Results, the Company's developmentprogramme was materially restricted as a result of a shortage of funds. Thisshortage, which can be indirectly attributed to the untimely death of theCompany's founder and Chief Executive Officer Dr James Richard Watkins, who hadbeen leading the fund raising efforts, meant that the Company could not devotesufficient resources to its existing pipeline projects (the "Projects") to bringthem to fruition and benefit from them. The Interim Results reveal a loss before tax of £2.27m for the 6 months ended 30June 2006. Of this amount, some £1.1m relates to provisions which have been madeagainst assets that the Board considers no longer to have any value to theCompany. After the suspension the Board continued to be hopeful that it would be able togenerate value from the Projects for the creditors and shareholders of theCompany, but in view of the very limited financial resources of the Company thishas not been the case. However the Board has been able to progress itsnegotiations in relation to the proposed sale of a number of small wind farmprojects. Such negotiations are ongoing but there can be no certainty as to theoutcome at this stage. The Board has considered a number of other proposals torefinance the Company in its present form, but none have proceeded beyond earlystage discussions. As a consequence of all of the above, the Board, with the active assistance ofits advisers, conducted a review of all the available options and concluded thatthe only route to provide some residual value for the creditors and shareholdersof the Company was to propose a Company Voluntary Arrangement ("CVA") wherebythe creditors of the Company would be asked to materially compromise the amountsowed to each, and, conditional on the creditors agreeing to be so compromised,to raise new equity capital. The creditors and shareholders of the Company approved the Directors' proposalfor a CVA, which were put to them on 10 April 2007. It should be noted thatunder the terms of the CVA, those creditors of the Company who elected for thecash and shares option are entitled to 60% of any net proceeds which may flowfrom the Projects over a 3 year period on a pro rata basis, subject to a maximumof 100% of each creditor's CVA claim. The Company has now completed a placing to raise £575,000 (the "Placing"). TheBoard hopes to be in a position to announce within the next few days thatadditional funds have been raised. In view of the fact that the price at whichthe Company was able to undertake the placing was less than the nominal value ofthe Shares (1p), it was necessary to propose a reorganisation of the sharecapital of the Company (the "Reorganisation"). This Reorganisation was approvedby shareholders of the Company at an Extraordinary General Meeting (the "EGM")held on 10 April 2007. Accordingly, the Shares have each been sub-divided into 1new ordinary share of 0.05p and 1 deferred share of 0.95p. The new ordinaryshares of 0.05p have been immediately consolidated on a 1 for 20 basis so thatthe nominal value of the shares of the Company becomes 1p once more. Suchconsolidation has reduced the number of the shares in the Company in issue priorto the Placing from 46,589,662 to 2,329,483. The Placing has been effected at 1pper share in the consolidated form so that following the Reorganisation and thePlacing there will be 59,829,483 shares in issue. In preparation for the CVA, Reorganisation, Placing and EGM, David Lloyd-Jacob,Stephen Drummond and Paul Goodrow resigned as Directors of the Company. DavidLindley and I will remain as Directors and I am pleased to inform you that PeterRedmond and Richard Armstrong have agreed to join the Board. The Company will continue to operate in the renewable energy sector and theimmediate priority of the Board will be to attempt to crystallise value fromsome of the existing projects in a cost effective manner for the benefit of thecreditors and shareholders of the Company. The Directors recognise that theCompany's business will initially be limited in scale and that it may be inshareholders' best interests for consideration to be given either to asignificant further fund raising to support investment in a sizable project inthe renewable energy field or to the acquisition of another business. In thelatter event, this would almost certainly be considered to be a reverse takeoverunder the AIM Rules and would be subject to further approval by shareholders. As a result of the arrangement described above, I am now able to announce theInterim Results which I set out below and confirm that an application has beenmade to AIM re-admit the Shares to trading. John Bryant Chairman For further information please contact:KP Renewables PlcJohn Bryant Tel: +44 (0) 20 7332 2200Peter Redmond Tel: +44 (0) 20 7332 2200 KP Renewables plc Consolidated Balance Sheet At 30 June 2006 Unaudited Unaudited Audited 30 June 2006 30 June 2005 31 December 2005 £ £ £ASSETS Non-current assetsGoodwill - 514,791 -Investment on productdevelopment - - 217,796 ----------- ----------- ----------- - 514,791 217,796 ----------- ----------- ----------- Current assetsTrade and otherreceivables 107,727 109,735 1,023,974Cash and cashequivalents 57,995 1,037 1,100,181 ----------- --- ----------- ----------- 165,722 110,772 2,124,155 ----------- ----------- ----------- Total assets 165,722 625,563 2,341,951 =========== =========== =========== EQUITY AND LIABILITIES Share capital 465,897 412,970 465,897Share option reserve 254,000 - 244,000Share premium 3,734,347 296,312 3,734,347Accumulated losses (4,431,074) (304,816) (2,160,331) ----------- --- ----------- ----------- ---Total Equity 23,170 404,466 2,283,913 =========== === =========== =========== === ===Current liabilities ===Trade and otherpayables 142,552 221,097 58,038 ----------- === ----------- ----------- === ===Total currentliabilities 142,552 221,097 58,038 ----------- === ----------- ----------- === ===Total equity andliabilities 165,722 625,563 2,341,951 =========== === =========== =========== === === KP Renewables plc Consolidated Profit and Loss Account For the six months ended 30 June 2006 Unaudited Unaudited Audited 6 months to 6 months to Year ended 30 June 2006 30 June 2005 31 December 2005 £ £ £ Turnover - - - Administration expenses andoperating loss (2,280,766) (83,865) (1,968,099) Investment income 10,023 - 30,267 Interest paid - - (1,548) ---------- ---------- ------------ Loss for the period beforetax (2,270,743) (83,865) (1,939,380) Taxation - - - ---------- ---------- ------------ (2,270,743) (83,865) (1,939,380) ========== ========== ============ Loss per share (pence) -basic and diluted (4.87) (0.20) (4.46) KP Renewables plc Consolidated Statement of Changes in Equity For the six months ended 30 June 2006 Share Share Share premium option Accumulated Capital account reserve losses Total £ £ £ £ £ Balance at 1January 2005 404,464 273,578 - (220,951) 457,091 Changes inequity for2005 Loss for theyear - - - (1,939,380) (1,939,380)Issue of sharecapital 61,433 4,510,435 - - 4,571,868Costs of issueof shares - (1,049,666) - - (1,049,666)Equity shareoptions - - 244,000 - 244,000 ------- -------- -------- -------- -------- Balance at 31December 2005 465,897 3,734,347 244,000 (2,160,331) 2,283,913 Loss for thesix months - - - (2,270,743) (2,270,743)Equity shareoptions - - 10,000 - 10,000 ------- -------- -------- -------- -------- Balance at 30June 2006 465,897 3,734,347 254,000 (4,431,074) 23,170 ======= ======== ======== ======== ======== KP Renewables plc Consolidated Cash Flow Statement For the six months ended 30 June 2006 Unaudited Unaudited Audited 6 months to 6 months to Year ended 30 June 2006 30 June 2005 31 December 2005 £ £ £ Net cash flow from operating activitiesCash flow fromoperating activities (2,052,970) (83,865) (1,362,104)Interest paid - - (1,548) --------- --------- ----------- (2,052,970) (83,865) (1,363,652) Movement in working capital(Increase)/decrease in receivables 916,247 (21,515) (315,754) Increase/(decrease) inpayables 84,514 64,437 (78,622) --------- --------- -----------Net cash used inoperating activities (1,052,209) (40,943) (1,758,028) ========= ========= =========== Investing activities Interest received 10,023 - 30.267 --------- --------- -----------Net cash from investingactivities 10,023 - 30,267 ========= ========= =========== Financing activities Loan from parent - - (20,000)Proceeds from issue ofshare capital - 31,240 2,837,240 --------- --------- -----------Net cash from financingactivities - 31,240 2,817,202 ========= ========= =========== Net (decrease)/increasein cash in the period (1,042,186) (9,703) 1,089,441 Cash and cashequivalents atbeginning of the period 1,100,181 10,740 10,740 --------- --------- -----------Cash and cashequivalents at end ofthe period 57,995 1,037 1,100,181 ========= ========= ========== KP Renewables plc Notes to the Statement Statements For the six months ended 30 June 2006 Notes: 1. The interim results are unaudited and do not comprise statutory accountswithin the meaning of Section 240 of the Companies Act 1985. The results for theyear ended 31 December 2005 have been extracted from the Group accounts for thatperiod. Those financial statements have been filed with the Registrar ofCompanies and included an auditor's report, which was modified in respect of anemphasis of matter on going concern. 2. The interim results have been prepared in accordance with the accountingpolicies adopted in the accounts for the year ended 31 December 2005 and to beadopted in respect of the year ending 31 December 2006. 3. Loss per share is based on a loss after taxation of £2,270,743 and on46,589,662 ordinary shares, being the weighted average number in issue duringthe period. This information is provided by RNS The company news service from the London Stock Exchange