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Annual Results 2014

15 Jun 2015 07:00

RNS Number : 1051Q
RM2 International SA
15 June 2015
 

RM2 International S.A.

 

Annual Results 2014

 

15th June 2015 - RM2 International S.A. ("RM2" or the "Company"), the vertically-integrated innovator in pallet development, manufacture, supply and management, announces its financial results for the year ended 31 December 2014.

 

Highlights

 

·  
New production facility in Vaughn, Ontario fully operational with robust processes in place to fulfill future contracts and facilitate manufacturing of pallets in substantial numbers
·  
Renewed senior level customer engagement leading to clear expectations regarding planning of future deployments
·  
Demand for outright purchases more significant than had been expected
·  
Environmental benefits of the pallet proven, as highlighted in an independent Life Cycle Analysis report earlier this year 
·  
Following the previously announced significant agreement with PPG Industries, an S&P 500/Fortune 200 company, RM2 has now agreed the sale of a significant number of pallets to another major industrial customer
·  
Outlook strong with the deployment of pallets expected to expand significantly over the remainder of 2015 and into 2016
 

Chairman of RM2, Ian Molson, commented:

 

"During 2014, as we have previously reported, the Company faced a number of challenges along the path to mass production and commercialisation. As well as the relocation to our new production facility, upgrades were made to personnel and procedures and operations were further improved. I expect to report significant progress in the coming months."

 

Chief Executive Officer, John Walsh, commented:

 

"We are now producing pallets in increasing numbers which enables us to engage with leaders of large global businesses about their deployment and makes the coming months very important for RM2. Thus far the response of these key individuals has been very satisfactory and we are confident in the future."

 

 

For further information:

 

RM2 International S.A.
+44 (0)20 8820 1412
John Walsh, Chief Executive Officer
Jean-Francois Blouvac, Chief Financial Officer
Ruari McGirr, Head of Planning and Communication
 
 
 
RBC Capital Markets
+44 (0)20 7397 8900
Tristan Lovegrove
Pierre Schreuder
Ema Jakasovic
 
 
 
Citigate Dewe Rogerson
+44 (0)20 7638 9571
Simon Rigby
Shelly Chadda
Ellen Wilton
 
  

Notes to Editors
 
RM2 International S.A. specialises in pallet development, manufacture, supply and management to establish a leading presence in global pallet supply and improve the supply chain of manufacturing and distribution businesses through the effective and efficient use and management of composite pallets. It is quoted on the AIM market of the London Stock Exchange under the symbol RM2.L.

For further information, please visit www.rm2.com

Chairman's and CEO's Statement

 

We are pleased to announce RM2's results for the year ended 31 December 2014. Our IPO, raising a net $218 million, completed on 6 January of the year under review.

 

The funds were used to acquire plant and equipment and move to our new facility in Vaughn, Ontario, allowing the Company to build capacity to facilitate the delivery of our revolutionary pallets in increasingly substantial numbers. An upgraded plant management team has implemented more robust processes and procedures delivering clear reporting and forecasting of our increasing production. We have therefore this year been in a position to reengage with our client base at senior levels and have strategic discussions required to drive widespread adoption of such a new and revolutionary platform in large and complex supply chains.

 

During the period of lower production where we established our new manufacturing facility, we focused on smaller users, or local decision makers, for whom our previous production levels were adequate. Now we have increasingly clear expectations of which organisations will pioneer large scale implementation of BLOCKPal across a number of sectors and where there is generally board level engagement. Our focus is on deploying, by rental or sale, BLOCKPal in areas where goods are fast moving or the problems associated with other pallets are most acute and where pallet retention is strong, typically internal or inbound movements.

 

We have taken the opportunity to refine our marketing to focus even more strongly on the wider attributes of the BLOCKPal which we are confident will drive penetration as users become familiar with the pallet and the Company. As well as the overwhelming advantages of strength, durability and sustainability which as previously reported were proven in an independent Life Cycle Analysis report, our discussions indicate that areas including hygiene, health and safety, and handling will be significant drivers of change.

 

During the year under review, as previously reported, there was very limited production due to the factory move and other changes associated with a transition to a mass production facility and processes. During this period we have paid for all the plant and machinery and whilst there is some further capital expenditure being incurred in 2015, this is largely focused on areas in which the new production facility management have identified significant efficiency opportunities. Building a mass production facility with such production levels also led to very high operating costs relative to production which are expected to become much lower in the future with increased production.

 

Although the Company retains strong cash balances ($82.8 million at 31 December 2015), as actual production levels build up, capital requirements increase. As a result, we are reviewing financing proposals and are confident of putting satisfactory facilities in place to fund expanded production against contracts.

 

Outlook

 

As our production levels increase, the challenge for RM2 is to build a matching forward order book with an appropriate client base that gives scale in parts of the supply chain that match our velocity and retention targets. We believe we are engaged across a range of sectors with key individuals in leading organisations and that demand will grow significantly during this year and next.

 

We have invested in our sales and implementation teams, allowing us to convert high level engagement into specific deployments with minimal disruption to our clients' operations.

 

Following the announcement on 2 March 2015 of a significant agreement with PPG, we today announce that we have agreed the sale of a significant number of pallets to a second major industrial customer. We expect outright purchases to remain a smaller part of the business than rentals but for these industrial clients, who have a deep understanding of the strength, durability and other attributes of composite engineered products, purchase is both an attractive option and a great endorsement of the product.

 

We expect to significantly expand deployment with our existing clients and to start deployment with a number of further global industry leaders over the balance of this year and next and for these to form the platform for large scale and profitable growth.

 

We would like to take this opportunity to thank our staff and our shareholders and look forward to reporting further details as the business develops.

 

Ian Molson, Chairman and John Walsh, Chief Executive Officer

 

Posting of Annual Report and Notice of AGM

 

The Company's Audited Consolidated Accounts for the year ended 31 December 2014 and (in compliance with Luxembourg law) its Company-only Accounts for the year ended 31 December 2014 have been posted to the Company's website www.rm2.com.

 

The Company's Annual General Meeting will be held June 30, 2015 at 9 am at 5, rue de la Chapelle, L-1325 Luxembourg.

 

 

 

Consolidated Statement of Comprehensive Income For the year ended 31 December 2014

Notes

2014

2013

USD

USD

Continuing operations

Revenue

16

2,000,416

104,204

Cost of sales

17

(21,609,717)

(47,755)

Gross profit

(19,609,301)

56,449

Administrative expenses

Administrative expenses

18

(18,260,590)

(33,529,382)

Cost in association with the IPO

(4,570,385)

-

Other operating expenses

19

(656,023)

(2,295,949)

Other operating income

19

670,927

1,106,294

Operating loss

(42,425,373)

(34,662,588)

Finance costs

19

(5,666,397)

(48,600,900)

Finance income

19

776,629

6,063,312

Loss before tax

(47,315,141)

(77,200,176)

Income tax

20

97,391

(72,768)

Loss for the year

(47,217,750)

(77,272,944)

Other comprehensive income

Other comprehensive income to be reclassified in profit or loss in subsequent periods:

Exchange difference on translation of foreign operations

1,370,822

251,078

Other comprehensive income for the year, net of tax

1,370,822

251,078

Total comprehensive income for the year

(45,846,928)

(77,021,866)

Loss for the year attributable to:

Equity holders of the parent

(47,217,750)

(77,270,973)

Non-controlling interests

(1,971)

(47,217,750)

(77,272,944)

Total comprehensive income for the year attributable to:

Equity holders of the parent

(45,846,928)

(77,019,895)

Non-controlling interests

(1,971)

(45,846,928) 

(77,021,866)

Loss per share

23

Basic loss per share attributable to ordinary equity holders of the parent

 

(0.15)

 

(0.62)

Diluted loss per share attributable to ordinary equity holders of the parent

 

(0.15)

 

(0.62)

 

 

 

Consolidated Statement of Financial Position For the year ended 31 December 2014

 

Notes

2014

2013

USD

USD

Assets

Non-current assets

Intangible assets

9

3,606,693

3,751,584

Property, plant & equipment - Others

6

26,260,546

13,609,658

Property, plant & equipment - Pallet pool

7

2,754,506

375,836

Investment property

8

1,396,512

1,596,847

34,018,257

19,333,925

Current assets

Inventories

11

7,017,188

1,524,792

Trade and other receivables

12

3,889,105

1,706,754

Other current financial assets

10

59,548

65,979

Prepayments

2,830,642

452,873

Restricted cash

13

2,149,975

-

Cash and cash equivalents

13

82,882,794

4,215,344

98,829,252

7,965,742

Total assets

132,847,509

27,299,667

Equity and liabilities

Equity

14

Issued capital

3,227,772

1,561,828

Share premium

219,357,851

31,134,458

Retained earnings

(117,613,540)

(100,836,892)

Share based payment reserve

16,958,803

15,743,333

Foreign currency translation reserve

1,398,737

27,915

Equity attributable to equity holders of the parent

123,329,623

(52,369,358)

Non-controlling interests

-

Total equity

123,329,623

(52,369,358)

Non-current liabilities

Interest bearing loans and borrowings

10

2,053,541

2,371,080

Deferred tax liabilities

20.2

403,286

534,523

2,456,827

2,905,603

Current liabilities

Interest bearing loans and borrowings

10

28,573

31,230,713

Trade and other payables

15

6,160,275

44,587,313

Deferred income

678,397

4,072

Current tax liabilities

193,814

941,324

7,061,059

76,763,422

Total liabilities

9,517,886

79,669,025

Total equity and liabilities

132,847,509

27,299,667

Consolidated statement of changes in equity For the year ended December 2014

Attributable to equity holders of the parent

Notes

Share capital

Share premium

Retained earnings

Foreign currency translation reserve

Share based payment reserve

Total

Non-controlling interests

Total equity

USD

USD

USD

USD

USD

USD

USD

USD

As at 31 December 2012

55,287,000

693,356

(42,269,357)

(223,163)

-

13,487,836

70,164

13,558,000

Loss for the year

-

-

(77,270,973)

-

-

(77,270,973)

(1,971)

(77,272,944)

Other comprehensive income

-

-

-

251,078

-

251,078

-

251,078

Total comprehensive income

-

-

(77,270,973)

251,078

-

(77,019,895)

(1,971)

(77,021,866)

Absorption of losses

14

(4,919,270)

-

4,919,270

-

-

-

-

-

Decrease in par value of shares issued

14

(44,225,217)

44,225,217

-

-

-

-

-

-

Losses transferred to share premium

14

-

(13,784,115)

13,784,115

-

-

-

-

-

Acquisition of non-controlling interests

5

-

-

-

-

-

-

(68,193)

(68,193)

Purchase and cancellation of own shares

14, 19

(5,036,773)

-

-

-

-

(5,036,773)

-

(5,036,773)

Shares issued in the period

14

456,088

-

-

-

-

456,088

-

456,088

Share based payments

22

-

-

-

-

15,743,333

15,743,333

-

15,743,333

Transaction with owners

(53,725,172)

30,441,102

18,703,385

-

15,743,333

11,162,648

(68,193)

11,094,455

Other movements

-

-

53

-

-

53

-

53

As at 31 December 2013

1,561,828

31,134,458

(100,836,892)

27,915

15,743,333

(52,369,358)

-

(52,369,358)

Loss for the year

-

-

(47,217,750)

-

-

(47,217,750)

-

(47,217,750)

Other comprehensive income

-

-

-

1,370,822

-

1,370,822

-

1,370,822

Total comprehensive income

-

-

(47,217,750)

1,370,822

-

(45,846,928)

-

(45,846,928)

Absorption of losses

14

-

(30,441,102)

30,441,102

-

-

-

-

-

Shares issued in the period

14

1,665,944

223,097,977

-

-

-

224,763,921

-

224,763,921

Cost of share issue

-

(4,433,482)

-

-

-

(4,433,482)

-

(4,433,482)

Share based payments

22

-

-

-

-

1,215,470

1,215,470

-

1,215,470

Transaction with owners

1,665,944

188,223,393

30,441,102

-

1,215,470

221,545,909

221,545,909

As at 31 December 2014

3,227,772

219,357,851

(117,613,540)

1,398,737

16,958,803

123,329,623

-

123,329,623

 

Consolidated Statement of Cash Flows For the year ended 31 December 2014

 

Notes

2014

2013

Cash flows from operating activities

USD

USD

Loss before tax

(47,315,141)

(77,200,176)

Adjustment to reconcile profit before tax to net cash flows

Amortisation and depreciation of non-current assets

6/7/8/9

2,961,340

578,516

Provision for inventory obsolescence

-

(1,447,797)

Share based payment charges

1,215,470

15,743,333

Transaction costs on capital operations, including IPO

4,570,385

1,701,995

Finance income

(332,634)

(6,063,312)

Finance expenses

822,896

48,600,900

Unrealised foreign exchange gains

2,631,708

(277,824)

Net loss/(gain) on disposal of PPE and intangible assets

82,775

(737,000)

Variation in working capital

(Increase)/decrease in inventories

(5,492,396)

(76,995)

(Increase)/decrease in trade and other receivables

(4,557,881)

560,484

Increase/(decrease) in trade and other payables

2,247,291

3,593,681

(Increase)/decrease in restricted cash

13

(2,149,975)

-

Income tax paid

(809,493)

54,584

Net cash flows from operating activities

(46,125,654)

(14,969,611)

Cash flows from investing activities

Net (purchase of)/proceeds from intangible assets

(1,065,674)

-

Purchase of PPE under construction

(5,510,766)

-

Net (purchase of)/proceeds from other PPE

(12,266,367)

(4,268,631)

Loans granted to third parties

6,430

5,482,755

Acquisition of a subsidiary, net of cash acquired

5

-

(3,253,708)

Finance income received

332,634

336,958

Dividend received from investment

-

2,302

Net cash flows from investing activities

(18,503,743)

(1,700,324)

Cash flows from financing activities

Issuance of capital

14

224,763,920

456,088

Transaction costs on capital operations charged against share premium account

(4,433,482)

-

Acquisition of non-controlling interests

-

(68,193)

Transaction costs on capital operations, including IPO

(4,570,385)

(1,701,995)

Proceeds from other and related party borrowings

28,277

24,700,000

Transaction costs on issue of new borrowings

-

(500,000)

Interest paid

(308,359)

(71,154)

Repayment of other and related party borrowings

(360,573)

(2,779,302)

Settlement of loans and costs following IPO

Repayment of other and related party borrowings

(24,700,000)

-

DPEI Warrant settlement

(40,000,000)

-

Interest paid on borrowings

(804,712)

-

Fees in relation to loans

19.4

(6,175,000)

-

Net cash flows from financing activities

143,439,686

20,035,444

Net change in cash and cash equivalents

78,810,289

3,365,509

Increase/decrease in cash and cash equivalents

78,810,289

3,365,509

Cash and cash equivalents at 1 January

4,193,136

864,209

Exchange adjustment of cash and cash equivalents

(120,631)

(36,582)

Cash and cash equivalents at 31 December

13

82,882,794

4,193,136

 

  

1 Corporate information

RM2 International S.A. (the "Company") is a limited company (Société Anonyme) incorporated and domiciled in Luxembourg with the registration number B132.740. The registered office is located at Rue de la Chapelle 5, L-1325 Luxembourg. The Company is the ultimate parent entity of the RM2 Group (the "Group").

The Group is principally engaged in developing and selling shipping pallets and providing related logistical services.

2 Basis of preparation

The consolidated financial statements comprises the consolidated financial information of the Group as at 31 December 2014 and are prepared under the historic cost convention as disclosed in the accounting policies below.

The accounting policies which follow set out the policies applied in preparing the consolidated financial statements.

2.1 Statement of compliance

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") and IFRIC interpretations as issued by the International Accounting Standards Board ("IASB") and IFRS Interpretations Committee (IFRIC) and as adopted by the European Union ("EU").

2.2 Basis of consolidation

The consolidated financial statements comprise the financial information of the Group and its subsidiaries. Subsidiaries are consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date when such control ceases. The financial information of the subsidiaries is prepared for the same reporting period as the parent company, using consistent accounting policies. All intra-group balances, transactions and dividends are eliminated in full.

Subsidiaries and business combinations

Subsidiaries are all entities, including structured entities, over which the group has control. The group controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases. The Group uses the acquisition method of accounting to account for the acquisition of subsidiaries.

The consideration transferred on acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any non-controlling interest. The excess of the consideration transferred over the fair value of the Group's share of the identifiable net assets acquired is recorded as goodwill. If the consideration transferred acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in profit or loss. Acquisition costs are written off to profit or loss.

Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

The subsidiaries of the Group are listed in note 24.

3 Summary of significant accounting policies

The principal accounting policies are summarised below:

3.1 Foreign currencies

The Group's consolidated financial statements are presented in United States Dollars ("USD"), which is also the parent company's functional currency. For each entity the Group determines the functional currency and items included in the financial statements of each entity are measured using that functional currency.

Transactions and balances

Transactions in foreign currencies are initially recorded by the Group's entities at their respective functional currency spot rates at the date the transaction first qualifies for recognition. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date.

Differences arising on settlement or translation of monetary items are recognised in profit or loss.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of gain or loss on change in fair value of the item (i.e. translation differences on items whose fair value gain or loss is recognised in other comprehensive income or profit or loss are also recognised in other comprehensive income or profit or loss, respectively).

Group companies

On consolidation, the assets and liabilities of foreign operations are translated into USD at the rate of exchange prevailing at the reporting date and their income statements are translated at average exchange rate prevailing during the financial year. The exchange differences arising on translation for consolidation are recognised in other comprehensive income. On disposal of a foreign operation, the component of other comprehensive income relating to that particular foreign operation is recognised in profit or loss.

Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition are treated as assets and liabilities of the foreign operation and translated at the spot rate of exchange at the reporting date.

3.2 Going concern

The consolidated financial statements have been prepared assuming the Group will continue as a going concern. Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading or seeking protection from creditors pursuant to laws or regulations. In assessing whether the going concern assumption is appropriate, management has considered the company's existing working capital, its capacity to raise external financing and management is of the opinion that the Group has adequate resources to undertake its planned program of activities for the 12 months from the date of the closing of the consolidated financial statements.

On 6 January 2014, the parent company of the Group RM2 International SA completed a successful Initial Public Offering (IPO) on the London Stock Exchange AIM market, raising gross proceeds of approximately £137.2 million (equivalent to approximately USD 225 million) to expand its production capacity and to fund the production of pallets for rental and sale. Following the IPO, the Group terminated the DPEI Warrant Agreement by paying USD 40,000,000 and repaid all of the bridging loans as detailed in Note 10.

3.3 Property, plant and equipment

Initial recognition and measurement

Property, plant and equipment ("PPE") are tangible assets used by the Group for its own production or supply of goods or services, or for administrative purposes and are expected to be used during more than one period. PPE is recognised when it is probable that future economic benefits associated with the asset will flow to the Group and if the cost can be measured reliably.

PPE is initially recognised at cost. Such cost includes the purchase price and all cost incurred in bringing the assets to the location and condition for its operation in the manner intended by management. The cost of the PPE includes also the borrowing costs for long-term construction projects if the recognition criteria are met.

The pallet pool is initially recognised at the standard cost of production including all expenses directly attributable to the manufacturing process and portions of related production overheads, based on normal operating capacity.

When significant parts of property, plant and equipment will be required to be replaced, the Group will recognise such parts as individual assets with specific useful lives and depreciate them accordingly. Likewise, when a major inspection will be performed, its cost will be recognised in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs will be recognised in profit or loss as incurred.

Finished goods (under inventory) represent pallets produced and not yet sold or deployed via the pallet pool in property, plant and equipment.

Subsequent measurement

PPE is subsequently measured at cost less any accumulated depreciation and any accumulated impairment losses.

Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets as follows:

Buildings

30 years

Plant and equipment

3 to 20 years

Pallet Pool

5 years

PPE under construction

not depreciated

 

An item of PPE and any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss when the asset is derecognised.

The residual values, useful lives and methods of depreciation of PPE are reviewed at each financial year end and adjusted prospectively, if appropriate. Further explanation on management estimates and assumptions is disclosed in note 4.

The Group has not applied revaluation on any of its PPE.

3.4 Leases

The determination of whether an arrangement is, or contains, a lease is based on the substance of the arrangement at the inception date. The arrangement is assessed for whether fulfilment of the arrangement is dependent on the use of a specific asset or assets or the arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified in an arrangement.

Group as a lessee

Leases where a significant portion of the risks and rewards of ownership is retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

The aggregate benefit of lease incentives are recognised as a reduction to the expense recognised over the lease term on a straight line basis.

Leases of property, plant and equipment where the Group has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the lease's commencement date at the lower of the fair value of the leased property or the present value of the minimum lease payments. Each lease payment is allocated between the liability and finance charges so as to achieve a constant rate on the finance balance outstanding. The corresponding rental obligations, net of finance charges, are included in long-term and short-term borrowings. The interest element of the finance cost is charged to the profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The property, plant and equipment acquired under finance leases are depreciated over the shorter of the useful life of the asset or the lease term.

Group as a lessor

Leases in which the Group does not transfer substantially all the risks and benefits of ownership of an asset are classified as operating leases. Initial direct costs incurred in negotiating an operating lease are added to the carrying amount of the leased asset and recognized over the lease term on the same basis as rental income. Contingent rents are recognized as revenue in the period in which they are earned.

Revenue arising on operating leases for pallets is accounted for as on a straight line basis or a usage basis in accordance with the contract.

Rental income arising from operating leases on investment properties is accounted for on a straight-line basis over the lease terms and included in other operating income.

3.5 Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.

3.6 Investment property

Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, the Group has decided to measure investment properties using the cost model. Investment properties are measured similarly to property, plant and equipment as described in note 3.3.

The fair value, which reflects market conditions at the reporting date, is disclosed in the notes to the consolidated financial statements.

Investment properties are derecognised either when they have been disposed of or when they are permanently withdrawn from use and no future economic benefit is expected from their disposal. The difference between the net disposal proceeds and the carrying amount of the asset is recognised in the income statement in the period of de-recognition.

Transfers are made to or from investment property only when there is a change in use. For a transfer from investment property to owner-occupied property, the deemed cost for subsequent accounting is the fair value at the date of change in use. If owner-occupied property becomes an investment property, the Group accounts for such property in accordance with the policy stated under property, plant and equipment up to the date of change in use.

3.7 Intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is its fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses, if any.

The useful lives of intangible assets are assessed as finite, except goodwill.

Intangible assets with finite lives are amortised over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The amortisation expense on intangible assets with finite lives is recognised in profit or loss in the expense category consistent with the function of the intangible assets.

Intangible assets with indefinite useful lives (goodwill) are not amortised, but are tested for impairment annually at the cash-generating unit level (see note 9 for details and assumptions). The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to definite is made on a prospective basis.

Gains or losses arising from de-recognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in profit or loss when the asset is derecognised.

Amortisation is calculated on the straight-line method to write off the cost of each asset to their residual values, over their estimated useful life. The annual amortisation periods are as follows:

Software

3 years

Trade names

5 years

Customer Relationship

5 years

Licences

3 to 5 years

Goodwill

Not amortized

3.8 Research and development costs

Research costs are expensed as incurred. Development expenditures on an individual project are considered as an intangible asset when the Group can demonstrate:

-

The technical feasibility of completing the intangible asset so that the asset will be available for use or sale

-

Its intention to complete and its ability to use or sell the asset

-

How the asset will generate future economic benefits

-

The availability of resources to complete the asset

-

The ability to measure reliably the expenditure during development

Following initial recognition of the development expenditure as an asset, the asset is carried at cost less any accumulated amortisation and accumulated impairment losses. Amortisation of the asset begins when development is complete and the asset is available for use. It is amortised over the period of expected future benefit. Amortisation is recorded in cost of sales. During the period of development, the asset is tested for impairment annually.

To date no amounts have been capitalised in respect of the development phase of internal projects as management have assessed that they are unable to demonstrate that they have met all of the recognition criteria.

3.9 Inventories

Inventories are stated at the lower of cost or net realizable value. Costs incurred in bringing each product to its present location and conditions are accounted for as follows:

Raw materials

Purchase cost

Finished goods and work in progress

Standard cost of production including all expenses directly attributable to the manufacturing process and portions of related production overheads, based on normal operating capacity.

 

Pallets are held as inventory prior to being deployed in the pallet pool or sold direct to customer.

Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.

When the net realizable value of stock is lower than its cost, provisions for impairment are created to reduce the value of the stock to its net realizable value.

The cost of inventories is recognised as an expense in the period in which the related revenue is recognised.

3.10 Impairment on non-financial assets

Non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the carrying amount of the asset exceeds its recoverable amount, which is the higher of an asset's net selling price and value in use or fair value less cost to sell determined by using discounted cash flow method. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units).

The future discounted cash flow method used to determine the value in use or fair value less cost to sell is usually, but not always, based on cash flow projections over for the next 3 years.

Impairment losses of continuing operations are recognised in profit or loss in those expense categories consistent with the function of the impaired asset.

For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the Group estimates the asset's or cash-generating unit's recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the asset's recoverable amount since the last impairment loss recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in profit or loss unless the asset is carried at a revalued amount, in which case the reversal is treated as a revaluation reserve.

For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the Cash Generating Units (CGUs), or groups of CGUs, that is expected to benefit from the synergies of the combination. Each unit or group of units to which the goodwill is allocated represents the lowest level within the entity at which the goodwill is monitored for internal management purposes. Goodwill is monitored at the operating segment level.

Goodwill impairment reviews are undertaken annually or more frequently if events or changes in circumstances indicate a potential impairment. The carrying value of the CGU containing the goodwill is compared to the recoverable amount, which is the higher of value in use and the fair value less costs of disposal. Any impairment is recognised immediately as an expense and is not subsequently reversed.

3.11 Financial instruments

3.11.1 Financial assets

3.11.1.1 Initial recognition and measurement

The Group classifies its financial assets in the following categories: at fair value through profit and loss, loans and receivables, held-to-maturity investments and available-for-sale. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition and re-evaluates this designation at every reporting date.

All financial assets are recognised initially at fair value plus, in the case of financial assets not at fair value through profit or loss, directly attributable transaction costs.

The Group's financial assets include cash and short-term deposits, trade and other receivables, other current and non-current assets which are classified in the category of loans and receivables and available-for-sale financial assets. The Group does not have held-to-maturity investments.

3.11.2 Subsequent measurement

3.11.2.1 Loans and receivables:

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets except for maturities greater than 12 months after the balance sheet date. These are classified as non-current assets.

After initial measurement, they are subsequently measured at amortised cost using the effective interest rate method ("EIR"), less impairment. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance income in the statement of comprehensive income. The losses arising from impairment are recognised in the finance costs in the statement of comprehensive income.

3.11.3 De-recognition

A financial asset is derecognised when:

The rights to receive cash flows from the asset have expired;

The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a 'pass-through' arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset; and

When the Group has transferred its rights to receive cash flows from an asset or has entered into a 'pass-through' arrangement, and has neither transferred nor retained substantially all of the risks and rewards of the asset nor transferred control of the asset, the asset is recognised to the extent of the Group's continuing involvement in the asset.

In that case, the Group also recognizes an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay.

3.11.4 Impairment of financial assets

The Group assesses at each balance sheet date whether there is objective evidence that a financial asset is impaired. A financial asset is deemed to be impaired if, and only if, there is objective evidence of impairment as a result of one or more events that have occurred after the initial recognition of the asset and that event has an impact on the estimated future cash flows of the financial asset or the group of financial assets that can be reliably estimated. Evidence of impairment may include, but is not limited to, indications that the debtors or a group of debtors are experiencing significant financial difficulty, default or delinquency in interest or principal payments.

3.11.4.1 Financial assets carried at amortised cost:

For financial assets carried at amortised cost, the Group first assesses whether objective evidence of impairment exists individually for financial assets that are individually significant.

If there is objective evidence that an impairment loss has been incurred, the amount of the loss is measured as the difference between the assets carrying amount and the present value of estimated future cash flows (excluding future expected credit losses that have not yet been incurred). The present value of the estimated future cash flows is discounted at the financial assets' original effective interest rate. If a loan has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate.

The carrying amount of the asset is reduced through the use of an allowance account and the amount of the loss is recognised in the statement of comprehensive income. Interest income continues to be accrued on the reduced carrying amount and is accrued using the interest rate used to discount the future cash flows for the purpose of measuring the impairment loss. The interest income is recorded as part of finance income in the statement of comprehensive income. If, in a subsequent year, the amount of the estimated impairment loss increases or decreases because of an event occurring after the impairment was recognised, the previously recognised impairment loss is increased or reduced by adjusting the allowance account. If a future write-off is later recovered, the recovery is credited to finance costs in the statement of comprehensive income.

3.12 Financial liabilities

3.12.1 Initial recognition and measurement

Financial liabilities are classified as financial liabilities at fair value through profit or loss or other financial liabilities as appropriate. The Group determines the classification of its financial liabilities at initial recognition.

All financial liabilities are recognised initially at fair value and in the case of loans and borrowings, plus directly attributable transaction costs.

The Group's other financial liabilities include trade and other payables, borrowings and long-term payables.

3.12.2 Subsequent measurement

The measurement of financial liabilities depends on their classification as follows:

3.12.2.1 Other financial liabilities:

After initial recognition, other financial liabilities are subsequently measured at amortised cost using the effective interest rate method. Gains and losses are recognised in the statement of comprehensive income when the liabilities are derecognised as well as through the effective interest rate method amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance costs in the statement of comprehensive income.

Other financial liabilities are classified as current liabilities unless the Group has an unconditional right to defer the settlement of the liability for at least 12 months after the balance sheet date.

3.12.3 De-recognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are subsequently modified, such an exchange or modification is treated as a de-recognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in the statement of comprehensive income.

3.12.3.1 Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount reported in the consolidated statement of financial position if, and only if, there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, or to realize the assets and settle the liabilities simultaneously.

3.13 Cash and cash equivalents

Cash and cash equivalents are carried in the statement of financial position at fair value. For the purposes of the cash flow statement, cash and cash equivalents are comprised of cash on hand and deposits held on call with banks having an original maturity of 3 months of less. In the statement of financial position, bank overdrafts are included in borrowings under current liabilities net of any related restricted cash.

3.14 Taxes

Current income tax

Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation authorities. A provision is made for corporation tax for the reporting period using the tax rates that have been substantially enacted for each company at the reporting date in the country where each company operates and generates taxable income.

Current income tax relating to items recognised directly in equity is recognised in equity and not in the statement of comprehensive income.

Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretations and establishes provisions where appropriate.

Deferred income tax

Deferred income tax is provided for using the liability method on all temporary differences arising between the tax bases of assets and liabilities and the carrying amounts in the financial statements. The deferred tax is calculated on currently enacted tax rates that are expected to apply when the temporary differences reverse. Where an overall deferred taxation asset arises, it is only recognised in the financial statements where its recoverability is foreseen with reasonable certainty.

Deferred income tax is provided on temporary differences arising on investments in subsidiaries except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.

3.15 Pensions and other post-employment benefits

A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity. The group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

The group pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. The group has no further payment obligations once the contributions have been paid. The contributions are recognised as employee benefit expense when they are due.

The Group does not operate any defined benefit pension plan.

3.16 Provisions, contingent assets and liabilities

Provisions

Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made. Where the Group expects a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the statement of comprehensive income net of any reimbursement. Provisions are not recognised for future operating losses.

Provisions are measured at the estimated expenditure required to settle the present obligation, based on the most reliable evidence available at the reporting date, including the risks and uncertainties associated with the present obligation. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. Provisions are discounted to their present values, where the time value of money is material.

Any reimbursement that the Group can be virtually certain to collect from a third party with respect to the obligation is recognised as a separate asset. However, this asset may not exceed the amount of the related provision.

In those cases where the possible outflow of economic resources as a result of present obligations is considered improbable or remote, no liability is recognised.

Contingent assets

A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity.

Contingent assets are not recognised in the consolidated financial statements. However, when the realisation of income from the contingent asset is virtually certain, then the related asset is not a contingent asset and its recognition is appropriate.

Contingent liabilities

Contingent liability is a possible obligation that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity, or is a present obligation that arises from past events but is not recognised because it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation or the amount of the obligation cannot be measured with sufficient reliability.

Contingent liabilities are not recognised in the consolidation financial statements.

3.17 Equity, reserves and dividend payments

Issued share capital represents the nominal value of shares that have been issued. Share premium includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium, net of any related income tax benefits.

Other components of equity include the following:

-

Foreign currency translation reserve - comprises foreign currency translation differences arising from the translation of financial statements of the Group's foreign entities into US Dollars.

-

The share premium account - comprises any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

-

The share based payment reserve corresponds to the accumulated amount of instruments granted to employees regarding share based payments equity settled (see note 3.19).

-

Retained earnings - includes all current and prior period retained profits and losses.

 

All transactions with owners of the parent are recorded separately within equity.

Dividend distributions payable to equity shareholders are included in other liabilities when the dividends have been approved in a general meeting prior to the reporting date.

3.18 Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured, regardless of when the payment is being made. Revenue is measured at the invoiced value for the sale of goods net of value added tax, rebates and discounts which represents the fair value of the consideration received or receivable. The Group assesses its revenue arrangements against specific criteria in order to determine if it is acting as principal or agent. The Group has concluded that it is acting as a principal in all of its revenue arrangements. The following specific recognition criteria must also be met before revenue is recognised:

Sales of goods

Revenue from the sale of goods is recognised when significant risks and rewards of ownership of the goods have been transferred to the buyer and the collectability of the related receivables is reasonably assured, regardless of when the payment was made.

Rendering of services

Revenue relating to logistical services is recognised as the services are performed.

Rental income

Pallets

Revenue arising on operating leases for pallets is accounted for as on a straight line basis or a usage basis in accordance with the contract.

Property income

Rental income arising from operating leases on investment properties is accounted for on a straight-line basis over the lease terms and included in revenue due to its operating nature.

Rental income is recognised within other operating income as it is not considered as related to the primary activity of the Group.

Interest income

Interest income is reported on an accruals basis using the effective interest method.

3.19 Share based payments

The Group operates a number of equity-settled, share-based compensation plans, under which the entity receives services from employees as consideration for equity instruments of the Group. The fair value of the employee services received in exchange for the grant of the equity instruments is recognised as an expense. The total amount to be expensed is determined by reference to the fair value of the instruments granted. At the end of each reporting period, the group revises its estimates of the number of instruments that are expected to vest based on the non-market vesting conditions and service conditions. It recognises the impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to equity.

3.20 Changes in accounting policies and disclosures

The Group applied, for the first time, certain standards and amendments for the preparation of these consolidated financial statements:

Content

 

 

IAS 32 Offsetting financial assets and financial liabilities (amendment)

IAS 27 Separate Financial Statements

IAS 28 Investments in Associates and Joint Ventures

IFRS 10 Consolidated Financial Statements

IFRS 11 Joint Arrangements

IFRS 12 Disclosure of Interests in Other Entities

IFRS 10, IFRS 11 and IFRS 12 Transition Guidance (amendment)

IAS 39 Novation of Derivatives and Continuation of Hedge Accounting (amendment)

IFRS 10, IFRS 12 and IAS 27 Investment Entities (amendment)

IAS 36 Recoverable Amount Disclosures for non-Financial Assets (amendment)

 

The Group has reassessed the control over its investees in the light of the provisions of IFRS 10 that redefines this notion of control and concluded that no change was necessary. In addition the Group has included the disclosures required by IFRS 12.

The other standards and amendments have no significant impact on these consolidated financial statements.

At the date of approval of these consolidated financial statements, the following amendments and Interpretations, which have not been applied in these consolidated financial statements, were issued but not yet effective. These amendments and Interpretations are effective for accounting periods beginning on or after the dates shown below:

 

IFRS Standards and Interpretations issued by IASB and endorsed by EU but not yet effective:

Applicable in EU for periods beginning on

IFRIC 21 Levies

Annual improvements 2010-2012 and 2011-2013

17 June 2014

1 February 2005

IAS 19 Defined Benefit Plans: Employee Contributions (amendment)

1 February 2015

 

IFRS Standards and Interpretations issued by IASB but not yet endorsed by EU:

Applicable for periods beginning on

IAS 1 Disclosures Initiative

1 January 2016

IAS 27 Separate Financial Statements (amendments)

1 January 2016

Annual improvements 2012-2014

1 January 2016

IFRS 10, IFRS 12 and IAS 28 Investment entities (amendments)

1 January 2016

IAS 16 and IAS 38 Acceptable methods of depreciation and amortisation (amendments)

1 January 2016

IFRS 9 (Phase I, II and III) Financial Instruments

To be determined

IFRS 14 Regulatory Deferral Accounts

1 January 2016

IFRS 15 Revenue from contracts with customers

1 January 2017

IFRS 10 and IAS 28 Investment entities (amendments)

1 January 2016

 

The Group cannot early adopted these new standards and amendments. The Group is still assessing the impact that the adoption of these new standards and amendments will have on the financial statements.

4 Significant accounting judgements, estimates and assumptions

The preparation of financial statements conforming with adopted IFRS requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and assumptions are based on historical experience and other factors considered reasonable at the time, but actual results may differ from those estimates. Revisions to these estimates are recognised in the period in which they are made.

4.1 Judgments

In the process of applying the Group's accounting policies, management has made the following judgments, which have the most significant effect on the amounts recognised in the consolidated financial information:

Recognition of deferred tax assets

The assessment of the probability of future taxable income against which deferred tax assets can be utilised is based on the Group's latest approved forecast, which is adjusted for significant non-taxable income and expenses and specific limits to the use of any unused tax loss or credit. The tax rules in the numerous jurisdictions in which the Group operates are also carefully taken into consideration. If a positive forecast of taxable income indicates the probable use of a deferred tax asset in the foreseeable future, especially when it can be utilised without a time limit, that deferred tax asset is usually recognised in full. The recognition of deferred tax assets that are subject to certain legal or economic limits or uncertainties are assessed individually by management based on the specific facts and circumstances.

The Group has not recognised any deferred tax assets as there is no certainty of the timing of recovery. For further detail on deferred tax, refer to note 20.

Research and development expenditure - comparative information

Research and development expenditure has been fully written off to the statement of comprehensive income. Management had taken into account the inherent risks in all research and development expenditure and specifically that expenditure being incurred by the business in the year ended 31 December 2013 and have concluded that the requirements of IAS 38 to capitalise development expenditure have not been met. No research and development expenditure was incurred in 2014.

Receivable from Plastics Research Corporation - comparative information

The litigation between the Group and Plastics Research Corporation (ionChe litigation between the Group and Plastics Research Corporation (etween the parties dated 17 November 2012. As per the settlement agreement, PRC were required to pay USD 13,500,000 to RM2 as indemnity for the transfer of the equipment (the "Equipment") to PRC.

 

The receivable was repayable in several instalments starting 2 years after the settlement agreement date. During this period, PRC only had to reimburse the interest accrued on the receivable and this was secured by the Equipment.

 

Management had estimated that the effective interest rate to amortise the receivable was 7%.

 

Due to delay in payment of the interest receivable by PRC, Management had estimated that there were significant uncertainties in relation to the future reimbursement of the capital amount. Therefore, Management had in 2012 decided to record full impairment of the outstanding nominal amount of the receivable.

 

The settlement agreement also provided for royalty payments to be made by PRC to the Group in relation to future sales made by PRC with the Equipment. The royalty to be paid was computed based on the quantity of manufactured items sold and the quantity of composite ground generated and sold by PRC during the 7 years following the settlement agreement's date, with a cap of USD 11,000,000.

 

Management also determined that there was very low probability that PRC will generate sales from the use of the Equipment and consequently determined that the fair value of the royalty receivable was nil.

 

In November 2013, PRC defaulted on the interest payment due and subsequently, in March 2014, ownership of the Equipment was transferred to the Group, valued at $1, in application of the security agreement. The Group holds these assets at the year end at the valuation of $1. Full provision has been made for interest due in respect of the interest receivable and not paid in the year.

Restricted Shares

The Group has issued restricted shares in 2013 and 2014 under the "2013 Share Option Scheme".

Management has considered that the restricted shares issued to date should be measured similarly to share options. As per the agreement, the shares granted vest immediately and are accompanied by a restricted share agreement. Management has considered that the restrictions on shares were representative of market related vesting conditions, as the holders of the restricted shares can only dispose of their shares if the quotation price reaches different thresholds, or in certain cases on the third year anniversary following the date of the grant as long as the holder has a business relationship with the Company.

Management has considered that achievement of these market conditions would require time corresponding to the advantage provided to the holders of restricted shares. Management has estimated that Tranche 1 and 2 would be achieved within 5 years and Tranche 3 within 10 years, therefore, Management has applied those durations as vesting periods for the instruments. For the restricted shares that vest on the third anniversary this date has been used as the duration of the vesting period.

For further detail on share-based payments transactions, refer to note 22.

Accrued liabilities

An amendment to a contract was made in January 2014 which resulted in the payment in respect of past consultancy services by the Group. In reviewing the contract and the payment the Group has recorded a liability for the payment in the 2013 consolidated financial statements as all the costs related to past services rendered.

As part of the bridging facility until the completion of the IPO a premium was payable to cancel outstanding warrants in the Company. When considering the premium, the period to which it relates and as the IPO was completed on 6 January 2014, Management considers that the cost of this cancellation had to be recognised pro rata temporis over the period from issuance date to reimbursement date as a finance charge in the 2013 consolidated financial statements.

Machinery depreciation 2013 - comparative information

During 2013 the Group had been developing its machinery and products. The Group's machinery and products were not in full operation at the end of 2013 and there was no significant income derived from the machinery. The Group therefore had not depreciated the machinery in the year and will depreciate against future income when the machinery becomes fully operational in manufacturing finished product for sale or internal use.

Investment in Mafic S.A. 2013 - comparative information

The investment in Mafic S.A. was disposed of in 2013 by way of a contribution in kind of 842,000 shares of Mafic S.A. to Basalt Holding S. à r. l.

The Group then cancelled 12,286,000 RM2 International S.A.'s Class J shares and disposed of the entire share capital of Basalt Holding S. à r. l. to the holders of the Class J shares.

Management considered that the fair value of the disposed investment in Mafic S.A. was represented by the fair value of the investment held in Basalt Holding S. à r. l. as the disposal was made by an exchange of financial assets. The final fair value of Mafic S.A. on disposal was determined in consideration of the actual value transferred to holders of Class J shares, corresponding to the nominal value of the Class J shares.

Management recorded the difference between the carrying value of Mafic S.A., prior to disposal, and the actual liquidated value of Class J shares as representative of the gain realised on the transaction, the amount has been recorded within financial income. For further detail, refer to note 19.3.

4.2 Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Group based its assumptions and estimates on parameters available when the consolidated financial information were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Group. Such changes are reflected in the assumptions when they occur.

The Management has disclosed reasonably possible assumptions and estimates, on the basis of its existing knowledge at year end. Outcomes within the next financial years that are different from these assumptions could require a material adjustment to the carrying amount of the asset or liability affected.

Share-based payments

The Group measures the cost of equity-settled transactions by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share (options), volatility and risk-free interest rate, dividend yield and making assumptions about them.

During the year, the Company issued restricted shares and options under the 2013 Equity Incentive Plan.

The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in note 22.

Employee Stock Option Plan ("ESOP")

The Group has granted Employee Stock Option Plan to some of its employees and managers. The fair value of the plan at grant date is based upon actuarial assumptions estimated by the management and disclosed in note 22.3.

Measurement of property, plant and equipment, pallet pool and investment property

The Group holds a building property which is used for both Group administrative purpose and rental to third parties. Therefore, the management has determined that the building accounting should be split between the part used by the Group, classified as property, plant and equipment, and the part rented to third parties, classified as investment property.

The initial cost of acquisition of the building is for both the building construction and the land. In determining the part of the acquisition cost related to the land, by default of explicit description in the notarial deed, the Management has made the assumption that 25% of the initial cost was related to the land.

In determining the measurement of each part of the building (PPE and investment property), the management has determined the split based on the surface used for each purpose. Management has also determined that the depreciation should be made using straight line method and over a useful life of 30 years.

Due to the inability of Management to determine the residual value at the end of the useful life, the Management has made the assumption that the residual value is nil and, therefore, the depreciation is computed on the entire value of the building cost.

The pallet pool is recognised at an amount based on standard cost of production including all expenses directly attributable to the manufacturing process and potions of related production overheads, based on normal operating capacity, and carried at this cost net of impairment and depreciation.

 

Fair value of financial instruments - comparative information

Prior to completion of the IPO the Group had a significant financial instrument in the form of warrants issued to DPEI.

As a result of an agreement entered into on 8 November 2013, the warrants were cancelled and the Company recognised a liability for the termination of the warrants. The liability has been measured in reference to the amount actually paid by the Company in early January 2014. For further detail on warrants, refer to note 14.

Finished goods and work in progress

Finished goods and work in progress are recognised at an amount based on standard cost of production including all expenses directly attributable to the manufacturing process and portions of related production overheads, based on normal operating capacity.

Management consider that this is a fair reflection of the cost of the pallets.

Pallet Pool

The pallet pool is depreciated over 5 years. Management have assessed the durability of the pallets supported by external testing and consider that this is a fair reflection of their estimated useful life. The residual value is estimated to be nil.

Management will review the useful life of the pallets at each reporting date.

Impairment of Goodwill

In assessing impairment, Management estimates the recoverable amount of cash generating units based on expected future cash flows and uses an interest rate to discount them. Estimation uncertainty relates to assumptions about future operating results and the determination of a suitable discount rate (see note 9 for details and assumptions).

Business combinations comparative for 2013

The directors have identified the separable net assets acquired and have valued those assets using discounted cash flows for the expected revenue from those assets. The separable assets identified are the software, client list and brand name.

Management measured assets acquired and liabilities assumed by reference to their fair value at acquisition date. Management has determined the fair value of separable identified assets using discounted cash flow ("DCF") of the entity over the next 6 years. In determining the net present value of each asset, the Group has applied discount rate of 13%.

For further detail on the Group's business combination, refer to note 5.

Impairment of inventory comparative for 2013

In 2012, during the development of the production line dedicated to the pallet pool production, several samples were produced. Management had estimated for those samples which were not deemed to be part of the cost of property, plant and equipment that full impairment of these inventories was recorded due to the inability of the Group to sell these samples.

In 2013 the Group reviewed the estimates used in the valuation of the inventory in 2012 and considered that there is value in the samples produced in 2012. Therefore, management reversed the impairment for USD 1,447,797 as at 31 December 2013.

5 Business combinations and acquisition of non-controlling interests

5.1 Acquisitions in 2013

Acquisition of Equipment Tracking Limited

In 2013, the Group acquired the remaining 97% of the voting shares of Equipment Tracking Limited. The Group had an equity investment representing 3% of the voting shares of Equipment Tracking Limited as at 31 December 2012.

On 27 September 2013, RM Total Solutions International BV signed an agreement to acquire the entire issued share capital of Equipment Tracking for £2 million. Completion of the acquisition of Equipment Tracking occurred on 10 December 2013. Control of the business was considered effective at the time of the consideration was paid.

 

The assets and liabilities acquired are as follows:

Equipment Tracking Limited

Value of assets in company

Fair value adjustments

Fair value recognised on acquisition

USD

USD

USD

Intangible assets (note 9)

-

2,618,912

2,618,912

Plant and equipment (note 6)

137,007

-

137,007

Trade receivables

168,946

-

168,946

Cash

42,407

-

42,407

Other debtors and prepayments

5,887

-

5,887

354,247

2,618,912

2,973,159

Loans and borrowings

44,460

-

44,460

Trade payables

75,152

-

75,152

Other creditors and accruals

33,219

-

33,219

Other taxes payable

83,718

-

83,718

Income tax payable

7,315

-

7,315

Deferred tax liabilities

-

523,782

523,782

243,864

523,782

767,646

Total identifiable net assets at fair value

2,205,513

Goodwill arising on acquisition (note 9)

1,150,189

Purchase consideration transferred

3,355,702

Equipment Tracking was founded in 1995 (having traded as Adventures in Business Limited until the incorporation of Equipment Tracking in 2004). Its pallet tracking and management software assists customers in managing complex pallet and equipment flows. It has serviced some of the world's largest suppliers of consumer goods.

The ERICA system offers customers services which provide 'real time' equipment balances throughout their supply chains.

These services can replace or strengthen existing tracking systems and are designed to enable customers to improve their pallet pool management. The ERICA system was designed to provide customers with greater visibility over costs and, where possible, the ability to reduce the direct and indirect costs associated with goods movements between customers and suppliers. This offers major cost savings to the Group and its customers, increasing the Group's offer and attraction of the pallet pool business. The synergies arising from the experience and know-how of the team of Equipment Tracking closely linked to their involvement in the use and development of ERICA system gives the benefits of a back office system that can not only track the Group's assets, but also generate movement statistics, invoicing data and measurement against performance criteria, which justifies the goodwill in the acquisition. The fair value of the separable net assets has been identified and the goodwill in the business has been calculated at USD 1,150,189 relating to the value attributed to the organisation.

Included in the results for the 2013 is revenue and loss of USD 98,939 and USD 17,740 respectively representing the results from the date of acquisition. The results for the full 2013 year, had Equipment Tracking been owned for the full year, would have shown revenue and losses of USD 1,079,163 and USD 14,935, respectively.

No contingent liabilities were considered in determining the fair value of assets acquired and liabilities assumed.

Acquisition of additional interest in RM2 Europe Sp. Zoo

On 8 October 2013, the Group acquired an additional 20% interest in the voting shares of RM2 Europe Sp. Zoo increasing its ownership interest to 100%. The consideration of USD 68,193 was part of the settlement agreement with STM Technologies, Inc., the non-controlling shareholders made on 27 September 2013. The carrying value of the additional interest in RM2 Europe Sp. Zoo was USD 68,193. Following is a schedule of additional interest acquired in RM2 Europe Sp. Zoo:

USD

Consideration paid to non-controlling shareholders

68,193

Carrying value of the additional interest in RM2 Europe Sp. Zoo

68,193

Difference recognised in retained earnings within equity

-

6 Property, plant and equipment - Others

Land & Building

Plant & Equipment

Restated*

Construction in progress

Total

USD

USD

USD

USD

Cost

As at 1 January 2013

1,860,421

6,574,950

5,336,483

13,771,854

Additions

40,952

5,437,266

-

5,478,218

Disposals

-

(891,740)

-

(891,740)

Other/transfers

-

1,679,560

(1,679,560)

-

Acquired through business combinations (note 5)

 

-

 

233,650

 

-

 

233,650

Exchange differences

41,296

(208,970)

(119,460)

(287,134)

As at 31 December 2013

1,942,669

12,824,716

3,537,463

18,304,848

Additions

110,702

9,688,738

5,510,766

15,310,206

Disposals

(121,662)

-

-

(121,662)

Exchange differences

(194,542)

(900,394)

-

(1,094,936)

As at 31 December 2014

1,737,167

21,613,060

9,048,229

32,398,456

Amortization and impairment

As at 1 January 2013

92,039

530,712

3,537,463

4,160,214

Amortization charge for the year

83,501

375,256

-

458,757

Acquired through business combinations (note 5)

 

-

 

96,643

 

-

 

96,643

Exchange differences

2,734

(23,158)

-

(20,424)

As at 31 December 2013

178,274

979,453

3,537,463

4,695,190

Amortization charge for the year

53,926

1,701,292

-

1,755,218

Disposals

(38,888)

-

-

(38,888)

Exchange differences

(21,865)

(251,745)

-

(273,610)

As at 31 December 2014

171,447

2,429,000

3,537,463

6,137,910

Net book value

As at 31 December 2014

1,565,720

19,184,060

5,510,766

26,260,546

As at 31 December 2013

1,764,395

11,845,263

-

13,609,658

 

\* The Group has decided to disclose the pallet pool as a separate heading and therefore have disclosed the Pallet Pool separate note 7.

The Group has no liens and encumbrances on its property, plant and equipment. The Group has capital commitments on the development and acquisition of property, plant and equipment in Canada for USD 2,249,326 - CAD 2,615,526 (2013: USD 2,386,380 - CAD 2,535,529).

As at 31 December 2013, the Group had several items of property, plant and equipment which were temporarily idle. The carrying amount of these items was USD 2,452,532. This amount corresponds to machines for the production of pallets which have been completed and for which the production has not started. There was no amount of depreciation charge as per prior periods as these machines were still in the construction phase.

As at 31 December 2014, the Group had several items as PPE corresponding to machines that are not yet completed for the production of pallets.. These items are presented at construction in progress and not amortized.

There were no borrowing costs capitalised during any period.

 

6.1 Security on property, plant & equipment for liabilities

The Group has granted a security interest over the property held in Switzerland in return for the CHF 2,000,000 bank loan USD 2,021,220 (2013: CHF 2,100,000 - USD 2,361,142).

7 Property, plant and equipment - Pallet pool

\* The Group has decided to disclose the pallet pool as a separate heading and therefore have disclosed the Pallet Pool in a separate note.

Pallet Pool

Restated

USD

Cost

As at 1 January 2013

-

Additions

419,153

As at 31 December 2013

419,153

Additions

2,466,928

As at 31 December 2014

2,886,081

Amortization and impairment

As at 1 January 2013

-

Amortization charge for the year

43,317

As at 31 December 2013

43,317

Depreciation charge for the year

88,258

As at 31 December 2014

131,575

Net book value

As at 31 December 2014

2,754,506

As at 31 December 2013

375,836

 

8 Investment property

Investment properties

USD

Cost

As at 1 January 2013

1,681,110

Exchange differences

45,213

As at 31 December 2013

1,726,323

Exchange differences

(174,642)

As at 31 December 2014

1,551,681

Amortization and impairment

As at 1 January 2013

84,056

Amortization charge for the year

41,408

Exchange differences

4,012

As at 31 December 2013

129,476

Amortization charge for the year

41,969

Exchange differences

(16,276)

As at 31 December 2014

155,169

Net book value

As at 31 December 2014

1,396,512

As at 31 December 2013

1,596,847

The investment property is a building used by the Group for both administrative purpose and for rental. The cost of the property related to the administrative purpose is classified within property, plant and equipment. The cost for the rental part is classified as investment property.

8.1 Revenue from investment property

As at 31/12/2014

As at 31/12/2013

USD

USD

Rental income from investment property (*)

329,450

326,125

(*) included within Other operating income (see note 19)

8.2 Fair value of investment property

The investment property is measured at cost. The fair value of the property as at 31 December 2014 has been determined by Régie Châtel S.A., an independent external appraiser, on 20 January 2015.. Régie Châtel S.A. is a specialist in valuing such investment properties. The fair value of the property has been determined using the rental income and the construction value. The valuation has been determined with the following primary inputs.

2014

2013

Yield (%)

7%

7%

Average price for new construction (m3)

390 CHF/ m3

390 CHF/ m3

Land price (m²)

250 CHF/m²

280 CHF/m²

Fair value determined for the part classified as investment property

USD1,886,895

(1,867,085 CHF)

USD2,092,370

(1,860,960 CHF)

9 Intangible assets

Software

Trade names

Customer relationships

Acquired licences and similar intangible assets

Goodwill

Total

USD

USD

USD

USD

USD

USD

Cost

As at 1 January 2013

-

-

-

47,033

-

47,033

Additions

-

-

-

-

-

-

Acquired on business combination (Note 5)

 

1,964,184

 

163,682

 

491,046

 

-

 

1,150,189

 

3,769,101

Exchange differences

-

-

-

-

(19,317)

(19,317)

As at 31 December 2013

1,964,184

163,682

491,046

47,033

1,130,872

3,796,817

Additions

815,674

-

-

250,000

-

1,065,674

Exchange differences

(100,251)

(8,354)

(25,063)

-

(57,719)

(191,387)

As at 31 December 2014

2,679,607

155,328

465,983

297,033

1,073,153

4,671,104

Amortization and impairment

As at 1 January 2013

-

-

-

7,800

-

7,800

Impairment in the year

-

-

-

35,033

-

35,033

Amortization charge for the year

-

-

-

2,400

-

2,400

As at 31 December 2013

-

-

-

45,233

-

45,233

Amortization charge for the year

943,151

32,736

98,209

1,799

-

1,075,895

Exchange differences

(50,020)

(1,674)

(5,023)

-

-

(56,717)

As at 31 December 2014

893,131

31,062

93,186

47,032

-

1,064,411

Net book value

As at 31 December 2014

1,786,476

124,266

372,797

250,001

1,073,153

3,606,693

As at 31 December 2013

1,964,184

163,682

491,046

1,800

1,130,872

3,751,584

The Group has no intangible assets pledged as security for liabilities.

The Group has no contractual commitment for the acquisition of intangible assets.

In 2013 following the acquisition of Equipment Tracking Limited, the assets were recognised late in the year therefore, the software, trade names, customer relationships resulting from the business combination were not amortized during the year 2013.

The licence acquired in 2014 for USD 250,000 is for the use of new pallets following development of those pallets. As these are currently not being used no amortization has been calculated on this amount.

9.1 Impairment of Goodwill

Management has reviewed the carrying value of goodwill at the yearend in light of the future three year cash generation of the entire group as the goodwill underpins the group business. A pre-tax discount rate of 10% that considers the risk profile of the Group and growth rates based on the 2015 forecast revenues (being the base case following the setup of the business) of 104% have been used in the assessment of any impairment. The growth rate is based on management's assessment considering the capacity of production of pallets and the sale and lease capacities. During the year the group has continued to develop its business, a successful IPO has been achieved where the group's debt, other than a mortgage on its Swiss property, has been repaid, the manufacturing environment has been improved and the pallet pool deployment has started in the last quarter of 2014. A reasonably possible change in the discount rate or the growth rate in the revenues forecast would not cause an impairment on the carrying amount of goodwill.

Management therefore considered that the prospects of the business have improved dramatically during the year and therefore the carrying value of the goodwill has not been impaired as at 31 December 2014 as there is no change in the underlying rational for the goodwill than as 31 December 2013.

10 Financial assets and liabilities

As at 31/12/2014

As at 31/12/2013

USD

USD

Loans and receivables

Trade and other receivables (Note 12)

3,889,105

1,706,754

Deposits

59,548

65,979

Other current financial assets

59,548

65,979

Restricted Cash, Cash and cash equivalents

85,032,769

4,215,344

Total current financial assets

85,092,317

4,281,323

Total loans and receivables

88,981,422

5,988,077

Total financial assets

88,981,422

5,988,077

Total current

88,981,422

5,988,077

Financial liabilities

Financial liabilities at amortised cost

Interest-bearing loans and borrowings

2,082,114

33,601,793

Trade and other payables

5,412,615

45,532,709

Total financial liabilities at amortised cost

7,494,729

79,134,502

Total financial liabilities

7,494,729

79,134,502

Total current

5,441,188

76,763,422

Total non-current

2,053,541

2,371,080

10.1 Loan notes

The Group entered into an agreement in 2009 with Plastics Research Corporation ("PRC") for the development and production of specific shipping pallets. A machine for the production of pallets was developed on land rented by PRC from a third party (the "Redlands Facility"). The development of the production facility required the acquisition of equipment (the "Equipment") which was located at the Redlands Facility. In the course of the development of the Equipment, several disputes arose between the Group and PRC. The disputes were settled by an agreement of the parties entered into on 15 November 2012.

As per the Settlement Agreement, it has been agreed that:

-

PRC has ownership and possession of all Equipment in the Redlands Facility;

-

PRC shall pay to RM2 S.A. the principal sum of USD 13,500,000 (the "Indebtedness") as a non-royalty payment; and

-

PRC shall pay to RM2 S.A. royalties for the sales of pallets and composite compound up to USD 11,000,000 (the "Royalty Payments").

The loan bore interest at the effective interest rate of 7% per annum and had a maturity date as at 15 November 2019.

In November 2013, PRC defaulted on the interest payment due.

At 31 December 2013, Management determined that there was significant risk on the recoverability of the capital amount of the Indebtedness for USD 13,500,000 and decided to record a full impairment on the investment (for further detail, refer to note 4). The impairment on the loans and receivables was incurred as the Group estimated that the recoverability of the receivable resulting from the resolution of the litigation with PRC was uncertain as a result of the delinquent payment made by PRC.

As at 31 December 2013, the carrying amount of the loan notes PRC was USD nil, as PRC was in default.

Subsequently in 2014, ownership of the Equipment was transferred to the Group at a valuation of USD 1, in respect of the cancellation of the indebtness and accrued interest, pursuant to the security agreement. The Group will decide whether to dispose of the Equipment, or redeploy the assets within the Group. The Equipment is fully impaired in the consolidated financial statements. Full provision has been made for interest due in respect of the interest receivable and not paid in the year of USD 236,250 (2013: USD 609,414 also fully provided).

The outstanding balance of the indebtedness as at 31 December 2014 amounts to USD nil (in 2013: USD 14,109,414) and includes interest of USD nil (in 2013: USD 609,414).

10.2 Interest-bearing loans and borrowings

As at 31/12/2014

As at 31/12/2013

Effective interest rate

Maturity date

USD

USD

Non-current interest-bearing loans and borrowings

CHF 2,000,000 Bank loan

2.4%

30 November 2015

2,021,220

2,361,142

Hire purchase liabilities in excess of one year

32,321

9,938

Total non-current interest-bearing loans and borrowings

 

2,053,541

 

2,371,080

Current interest-bearing loans and borrowings

Bank overdraft (note 13)

Variable

On-demand

-

22,208

Shareholder current account

0%

On-demand

-

8,550

Shareholder loans

10% plus 25% on repayment

 

-

 

5,926,532

JKD Capital*

10% plus 25% on repayment

-

 

13,385,105

CVI CVF 11 Lux Securities Trading S. à r. l.

10% plus 25% on repayment

-

 

11,853,539

Hire purchase liabilities within of one year

28,573

34,779

Total current interest-bearing loans and borrowings

28,573

31,230,713

Total interest-bearing loans and borrowings

2,082,114

33,601,793

CHF 2,000,000 bank loan

The loan is secured by a mortgage on the building held by the Group in Switzerland for a total value of CHF 2,470,000 (USD 2,496,207) and by transfer of rental income to the lender. If the loan is not terminated by the company at least 3 months before its maturity, it will be automatically renewed.

10.2.1 Domestic Private Equity Investors LLC ("DPEI") Bridge Facility

The Group had entered into a bridge facility with DPEI for the financing of its operations on 30 June 2010. As a result of the Group restructuring operations in 2011, the bridge facility had been fully reimbursed during the year 2011.

The Group also issued warrants on the same date to DPEI granting to DPEI the right to purchase up to 10% of the fully diluted share capital of the Company. The right existed as long as the outstanding warrant shares represented more than 5% of the share capital of the Company. The fair value of the warrants was immaterial.

On 8 November 2013 the agreement was amended such that the right to warrants would be terminated following a successful IPO before 31 March 2014 on the condition that the company pay DPEI USD 40m. This occurred in January 2014 and was considered as a cost of the facility in the year ended 31 December 2013; as such, it has been recognised in finance costs during the year 2013 (see note 19.4).

10.3 Hedging activities and derivatives

The Group has not entered into any hedging activity during each period covered by the consolidated financial statements.

10.4 Fair values

The Group estimates that the fair value of the financial assets and liabilities approximates their carrying amount as these are mainly composed of short-term receivables and payables.

10.4.1.1 Fair value hierarchy

The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

-

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities

-

Level 2: other techniques for which all inputs that have a significant effect on the recorded fair value are observable, either directly or indirectly

-

Level 3: techniques that use inputs that have a significant effect on the recorded fair value that are not based on observable market data

The Group has no financial instruments carried at fair value as at 31 December 2014 or 31 December 2013.

11 Inventories

As at31/12/2014

As at 31/12/2013

USD

USD

Raw materials

3,157,326

878,357

Work in progress

1,448,420

488,639

Finished goods -pallets

2,411,442

157,796

7,017,188

1,524,792

Finished goods represent pallets produced and not yet sold or deployed via the pallet pool in property, plant and equipment.

As at 31 December 2013, the Group assessed the carrying value of the inventory and considered that there were value in the samples produced in 2012 which had previously been impaired and therefore reversed the impairment.

The cost of inventory sold and recognised as an expense during the year was USD 554,962 (2013: USD 47,755).

12 Trade and other receivables

As at31/12/2014

As at 31/12/2013

USD

USD

Trade receivables

648,353

190,548

Income tax receivables

2,275

38

Other tax receivables

2,179,364

967,678

Other receivables

1,059,113

548,490

Total trade and other receivables

3,889,105

1,706,754

The ageing of the trade receivables as at 31 December 2014 is detailed below:

2014

2013

Neither past due nor impaired:

348,185

50,022

Past due but not impaired:

0 to 30 days

216,952

124,682

30 to 60 days

73,968

15,844

60 to 90 days

7,128

-

Over 90 days

2,120

-

648,353

190,548

The Group has a provision for impairment of the Canadian HST receivables for USD 96,465 (2013: USD 143,124).

The other tax receivables primarily relate to Harmonised Sales Tax (VAT) balances due in Canada and VAT due in Luxembourg.

13 Cash and short-term deposits

As at 31/12/2014

As at 31/12/2013

USD

USD

Restricted cash

2,149,975

-

Total restricted cash

2,149,975

-

Cash at bank and in hand

4,639,083

3,917,084

Short-term deposits

78,243,711

298,260

Total cash and short-term deposits

82,882,794

4,215,344

 

Cash at banks earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying periods of between one day and three months, depending on the immediate cash requirements of the Group, and earn interest at the respective short-term deposit rates. At both periods ended, the Group does not have any undrawn committed borrowing facilities.

The Group has not pledged any part of its short-term deposits to fulfil collateral requirements other than USD 3,986 in respect of rental of office space. In connection with the operational lease of the factory premises located in Canada, a letter of credit amounting to CAD 2,500,000 (USD 2,149,975) has been issued to the landlord as a guarantee for lease payments and lease defaults. The related deposit bank account is shown under Restricted cash.

For the purpose of the statement of cash flows, cash and cash equivalents comprise the following at 31 December:

As at 31/12/2014

As at 31/12/2013

USD

USD

Cash at bank and in hand

4,639,083

3,917,084

Short-term deposits

78,243,711

298,260

82,882,794

4,215,344

Bank overdraft (note 10)

-

(22,208)

Total cash and cash equivalents

82,882,794

4,193,136

14 Share capital and reserves

2014

On 6 January 2014 the Company completed the IPO issuing, 155,903,548 shares at £0.88 on AIM and receiving net proceeds, after payment of fees of USD 215,760,052. Following repayment of USD71,679,712 of development loans, fees and interest, the Company's balance sheet was free of debt (other than the mortgage on the office building in Switzerland) and retained USD144,080,340 to finance capital expenditure, production of inventory and overheads. The premium arising on the newly issued IPO shares has been taken to the Share Premium Account.

On 6 January 2014 the Company issued 4,157,428 Ordinary Shares at par to a significant shareholder.

On 24 January 2014, 2,316,405 restricted shares were granted to certain Directors having Performance Conditions (see note 22).

On 3 April 2014, 900,000 restricted shares were granted to a consultant subject to certain vesting conditions.

On 13 June 2014, 2,317,000 restricted shares were granted to certain employees, 1,000,000 of which were subject to Performance Conditions, and 1,317,000 of which were subject to certain vesting conditions.

On 22 September 2014 1,000,000 restricted shares were granted subject to certain Performance Conditions.

Following such issuances, the Company had 322,777,156 Ordinary Shares issued.

2013

On 11 October 2013, the Company's issued share capital was reorganised. The Company's share capital was decreased by USD 9,956,043 (to reflect absorption of historic losses and reimbursement in kind to shareholders consisting of all the shares held by the Company in Basalt Holding S. à r. l.).

Linked to such decrease in issued share capital, the ordinary shares designated as Class J ordinary shares were cancelled. This took the Company's total issued share capital to USD 45,330,956, consisting of 110,574,000 ordinary shares of USD 0.45 each.

Immediately following this, the nominal value of the ordinary shares was reduced from USD 0.45 to USD 0.01.

Following such reorganisation, the Company's issued share capital was USD 1,105,740, consisting of 110,574,000 ordinary shares of USD 0.01 each.

On 6 November 2013, the Company issued an additional 22,275,000 ordinary shares taking the Company's total issued share capital to 132,849,000 ordinary shares of USD 0.01 each.

On 14 November 2013, the Company's shareholders resolved to reorganise the Company's share capital such that, with effect from Admission, each of the classes of ordinary share designated as Class A-I be converted into a single class of ordinary share, being the Ordinary Shares.

On 26 November 2013, 11,025,000 Ordinary Shares were issued to certain founders of the Company, taking the Company's total issued share capital to 143,874,000 Ordinary Shares.

On 3 December 2013, 12,308,775 Restricted Shares were granted to certain Directors, taking the Company's total issued share capital to 156,182,775 Ordinary Shares.

The restricted shares are issued with performance criteria. The Performance Conditions are linked to the volume weighted average quoted price of the Ordinary Shares (the "Average Price") for a consecutive 30 day period (the "Relevant Period"). If the Average Price is 50 per cent higher than the Placing Price for the Relevant Period, the Performance Condition in respect of one-third of the Restricted Shares shall be fulfilled. If the Average Price is 75 per cent higher than the Placing Price for the Relevant Period, the Performance Condition in respect of a further one-third of the Restricted Shares shall be fulfilled. If the Average Price is 100 per cent higher than the Placing Price for the Relevant Period, the Performance Condition in respect of the final third of the Restricted Shares shall be fulfilled. If any Performance Conditions are not fully satisfied by 19 November 2023, the Director shall transfer any of his remaining Restricted Shares to the Company at a purchase price equal to the nominal value of the Restricted Shares, being USD 0.01 each.

The holders of the Restricted Shares cannot sell, transfer, mortgage, charge, encumber or otherwise dispose of any of the Restricted Shares as long as the performance conditions are not fully satisfied. These Restricted Shares are considered by Management as share-based payments and performance conditions as market vesting conditions. For further detail on the share-based payments transactions refer to note 22.

14.1 Authorised shares

Shares

USD

Par value per share

At 1 January 2013

150,162,230

67,573,003

USD 0.45

Capital restructuring of 11 October 2013

- Authorised capital reduction

(15,016,223)

(6,757,300.4)

USD 0.45

- Decrease of par value of shares

-

(59,464,243.1)

N/A

- Increase of authorised share capital

39,786,093

397,861

USD 0.01

174,932,100

1,749,321

USD 0.01

Decrease of authorised share capital dated 6 November 2013

(22,275,000)

(222,750)

USD 0.01

Increase of authorised share capital dated 14 November 2013

522,274,995

5,222,750

USD 0.01

Increase of authorised share capital dated 19 November 2013

9,341,361

93,414

USD 0.01

Decrease of authorised share capital dated 26 November 2013

(11,025,000)

(110,250)

USD 0.01

Decrease of authorised share capital dated 26 November 2013

(12,308,775)

(123,088)

USD 0.01

At 31 December 2013

660,939,681

6,609,397

USD 0.01

IPO placement on 6 January 2014

(155,903,548)

(1,559,036)

USD 0.01

Subscription for new shares on 6 January 2014

(4,157,428)

(41,574)

USD 0.01

Subscription for restricted shares on 24 January 2014

(2,316,405)

(23,164)

USD 0.01

Subscription for restricted shares on 3 April 2014

(900,000)

(9,000)

USD 0.01

Subscription for restricted shares on 13 June 2014

(2,317,000)

(23,170)

USD 0.01

Subscription for restricted shares on 22 September 2014

(1,000,000)

(10,000)

USD 0.01

At 31 December 2014

494,345,300

4,943,453

USD 0.01

The above table shows the authorised share capital for available for issue.

 

14.2 Ordinary shares issued and fully paid

Shares

USD

Par value per share

At 1 January 2013

122,860,000

55,287,000

USD 0.45

Capital restructuring of 11 October 2013

- Decrease in share capital by absorption of losses

-

(4,919,270)

- Acquisition and cancellation of own shares (Class J shares) (note 19.3)

(12,286,000)

(5,036,773)

- Capital reduction by decrease of par value of shares

-

(44,225,217)

110,574,000

1,105,740

USD 0.01

Subscription for new shares on 6 November 2013

22,275,000

222,750

USD 0.01

Subscription for new shares 26 November 2013

11,025,000

110,250

USD 0.01

Subscription for restricted shares on 3 December 2013 (note 22)

12,308,775

123,088

USD 0.01

At 31 December 2013

156,182,775

1,561,828

USD 0.01

IPO placement on 6 January 2014

155,903,548

1,559,036

USD 0.01

Subscription for new shares on 6 January 2014

4,157,428

41,574

USD 0.01

Subscription for restricted shares on 24 January 2014

2,316,405

23,164

USD 0.01

Subscription for restricted shares on 3 April 2014

900,000

9,000

USD 0.01

Subscription for restricted shares on 13 June 2014

2,317,000

23,170

USD 0.01

Subscription for restricted shares on 22 September 2014

 1,000,000

 10,000

 USD 0.01

At 31 December 2014

322,777,156

3,227,772

USD 0.01

As at 31 December 2014, the issued share capital is composed of one class of Ordinary Shares (31 December 2013: 9 Classes A to I having equal rights).

2015

Following 31 December 2014, the Company issued 253,000 restricted shares, refer to note 27 on subsequent events for further detail.

14.3 Share premium

USD

At 1 January 2013

693,356

Reduction of nominal value per share 11 October 2013

44,225,217

Absorption of the 31 December 2013 loss on 14 November 2013

(13,784,115)

At 31 December 2013

31,134,458

IPO placement 6 January 2014

223,097,977

Transaction costs on issue of shares

(4,433,482)

Absorption of the 31 December 2013 loss on 24 June 2014

(30,441,102)

At 31 December 2014

219,357,851

 

 

The share premium account comprises an amount of USD Nil (2013 USD: 30,441,102) corresponding to share premium available to compensate existing and future losses or to increase the subscribed share capital. The share premium available for the compensation of existing and future losses or to increase the subscribed share capital was USD 44,225,217 and resulted from the reduction of nominal value of the shares from USD 0.45 to USD 0.01 on October 11, 2013. The USD 44,225,217 was absorbed as to USD 30,441,102 during 2014 and USD 13,784,115 during 2013.

14.4 Warrants

On 30 June 2010, the Group issued warrants to Domestic Private Equity Investors LLC ("DPEI") granting to DPEI the right to purchase up to 10% of the fully diluted share capital of the Company (the "Warrant Shares"). The right existed as long as the outstanding warrant shares represent more than 5% of the share capital of the Company.

On 8 November 2013 an agreement was entered into with DPEI to agree that the right to warrants would be terminated following a successful IPO before 31 March 2014 on the condition that the Company pay DPEI USD 40,000,000. Therefore no warrants were outstanding at 31 December 2014 or 31 December 2013. The Company made payment of the liability on 7 January 2014. This amount has been accrued as a finance expense in the year ended 31 December 2013.

The liability for the termination of the warrants amounts to USD 40,000,000 and is recorded within other payables as at year end 2013 and was repaid on 7 January 2014.

14.5 Nature and purpose of reserve

Currency translation reserve:

The currency translation reserve is used to record exchange differences arising from the translation of the subsidiaries' financial statements in foreign currencies to the Group reporting currency.

This reserve cannot be distributed to shareholders.

Share based payment reserve:

The share based payment reserve corresponds to the accumulated amount of instruments granted to employees regarding share based payments equity settled.

14.6 Dividend distribution

As a result of the accumulated losses generated by the Group, no dividend has been declared or paid.

15 Trade and other payables

As at 31/12/2014

As at31/12/2013

USD

USD

Trade payables

4,752,320

2,725,769

Employee compensation payables

258,110

9,046

Other tax payables

747,662

188,582

Other payables

402,183

41,663,916

Total trade and other payables

6,160,275

44,587,313

 

Other payables includes an amount of USD 120,471 (2013: USD 12,782) due to related parties and in 2014 of nil (2013: USD 40,041,574) due in relation with the cancellation of DPEI warrants (see notes 10.2.1 and 14.4).

Terms and conditions of the above financial liabilities:

-

Trade payables are non-interest bearing and are normally settled on 30-days terms

-

Other payables are non-interest bearing and have an average term of 30 days terms

-

For explanation on the Group's liquidity risk management processes, refer to Note 25.

16 Revenues and segment reporting

The Group has only one operating segment for the disclosure of revenue. However the revenue analysis is broken down by revenue stream as disclosed here below.

Operating segment is reported in a manner consistent with the internal reporting used by the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segment, has been identified as the Board of Directors of the parent company that makes strategic decisions.

 

The Group has determined the operating segments based on the reports reviewed by the Board of Directors, which are used to make strategic decisions.

 

The Board of Directors is responsible for the Group's entire business and considers the business to have a single operating segment that represent the production, the sale and the rent of pallets including related logistical services. The asset allocation decisions are based on a single, integrated investment strategy, and the Group's performance is evaluated on an overall basis.

The internal reporting provided to the Board of Directors for the Group's assets, liabilities and performance is prepared on a consistent basis with the measurement and recognition principles of IFRS.

There were no changes in the reportable segments during the year.

The Group has a diversified customer portfolio. However, during the year 2014, there were two clients who represent more than 10% of the Group's revenues totalling 21%.

 

 

Turnover

As at 31/12/2014

As at 31/12/2013

USD

USD

Sold, leased pallets and logistical services

444,125

5,265

Rendering of logistical services

1,556,291

98,939

2,000,416

104,204

 

Geographical information

The parent company is based in Luxembourg. The information for the geographical area of non-current assets are presented for the most significant areas where the group has operations, being Luxembourg (country of domicile), rest of Europe and North America.

As at 31/12/2014

As at 31/12/2013

USD

USD

Luxembourg

3,451,895

2,381,272

Rest of Europe

7,055,336

7,507,598

North America

23,511,029

9,445,055

34,018,260

19,333,925

Non-current assets for this purpose consist of property, plant and equipment, investment properties and intangible assets.

17 Cost of sales

 

As at 31/12/2014

As at 31/12/2013

USD

USD

Cost of pallets sold - blockpall

271,952

47,755

Cost of pallets sold - services

283,013

-

Amortization of pallet pool

88,258

-

Cost of software, licenses and services

1,393,418

-

Factory absorption

16,767,957

-

Other

2,805,119

-

21,609,717

47,755

 

Factory absorption is the variance between actuals costs to produce pallets and the standard costs used in valuing the pallets produced in inventory and assets. The total cost of the production facility for which the total manufacturing capacity is circa 3 million pallets was not fully absorbed by production in the year and the under absorption is shown as a cost of sales.

18 Administrative expenses

As at 31/12/2014

As at 31/12/2013

USD

USD

Administration payroll

4,532,516

5,297,708

Selling and distribution

6,614,849

837,158

Shared based payment

1,215,470

15,743,333

Depreciation

1,362,317

141,924

Other

4,535,440

11,509,259

18,260,591

33,529,382

 

19 Other income and expenses

19.1 Other operating income

As at 31/12/2014

As at 31/12/2013

USD

USD

Net (loss)/gain on disposal of PPE

1

737,000

Rental income

329,450

326,125

Other

341,476

43,169

Total other operating income

670,927

1,106,294

 

19.2 Other operating expenses

As at 31/12/2014

As at 31/12/2013

USD

USD

Direct operating expenses on rental-earning investment properties

 

 

101,119

 

 

124,706

Research and development costs

-

100,830

Cost of agreement settlement

-

2,000,000

Other

554,904

70,413

Total other operating expenses

656,023

2,295,949

 

 

 

 

19.3 Finance income

As at 31/12/2014

As at 31/12/2013

USD

USD

Interest income on loans and receivables

290,538

936,061

Total interest income

290,538

936,061

Net foreign exchange gain

443,995

84,536

Dividend income

-

2,302

Disposal of investment in Mafic

-

5,036,773

Other

42,096

3,640

Total finance income

776,629

6,063,312

On 27 September 2013, the Company participated in a contribution in kind of 842,000 shares of Mafic S.A. in order to incorporate and hold 100% of the issued share capital of Basalt Holding S. à r. l., a newly incorporated Luxembourg company. This resulted in the recognition of a financial gain of USD 16,464,380. Subsequently, a value correction amounting to USD 3,304,857 has been deducted from the value acquisition of Basalt Holding S. à r. l. participation.

On 11 October 2013, the Group cancelled 12,286,000 Class J shares with a nominal value of USD 0.45 each and disposed of the entire share capital of Basalt Holding S. à r. l. as a payment in kind to the holders of the Class J shares. The financial loss on the disposal is USD 8,171,070. The difference between the gain, the value correction and the loss recognised on this transaction is the value of the cancellation of the share capital.

 

19.4 Finance costs

As at 31/12/2014

As at 31/12/2013

USD

USD

Interest at amortised costs on loans and borrowings

568,639

7,056,956

Total interest expenses

568,639

7,056,956

Net foreign exchange loss

4,843,501

891,180

DPEI warrant

-

40,000,000

Other

254,257

652,764

Total finance costs

5,666,397

48,600,900

On 7 January 2014, the Group paid arrangement fees amounting to USD 6,175,000, as part of the reimbursement of the development loans. These arrangement fees were mainly accrued in the fiscal period 2013 and recorded under Interest at amortised costs on loans and borrowings.

 

19.5 Employee benefits expenses

As at 31/12/2014

As at 31/12/2013

USD

USD

Included in selling and distribution expenses:

Wages and salaries

1,317,917

699,284

Social security costs

200,209

101,091

Pension costs

105,527

36,783

Included in administrative expenses:

Wages and salaries

4,064,343

4,852,273

Social security costs

442,456

290,346

Pension costs

25,715

11,965

Total employee benefits expenses

6,156,167

5,991,742

Average number of full time employees

274

109

19.6 Research and development costs

As at 31/12/2014

As at 31/12/2013

USD

USD

Included in other operating expenses:

-

100,830

20 Income taxes

20.1 Income tax expenses

The major components of income tax expense for each period are:

 

As at 31/12/2014

As at 31/12/2013

USD

USD

Current income tax:

Current income tax charge

59,744

62,152

Deferred tax

(157,135)

10,616

Total current income tax:

(97,391)

72,768

Income tax expenses

(97,391)

72,768

 

A reconciliation between tax expense and the accounting loss multiplied by the domestic tax rate of each entity in its jurisdiction for each period is as follows:

As at 31/12/2014

As at 31/12/2013

USD

USD

Loss before tax

(47,315,141)

(77,200,176)

Theoretical income tax charge/(income) using applicable income tax rate

(13,148,122)

(21,981,699)

Reconciliation to actual income tax charge

Unrecognised deferred tax assets on losses carried forward

14,360,228

21,982,512

Non-deductible expenses from:

Director's fees, ESOP

494,695

4,828,352

Accelerated capital allowances

299,497

12,011

Other non-deductible expenses

(2,150,378)

3,780

Non-taxable income from:

Gain on disposal of mafic

-

(4,821,943)

Other non-taxable income

-

-

Minimum income tax charge

52,918

48,881

Other

(6,229)

874

Income tax expenses

(97,391)

72,768

20.2 Deferred taxes

The Group has not recognised any deferred tax assets as there is no certainty of the timing of recovery. The tax losses for which no deferred tax asset has been recognised amount to USD 187,484,145 as at 31 December 2014 (2013: USD 113,788,484). If the Group was able to recognise all unrecognised deferred tax assets, the loss would decrease by USD 53,762,795 as at 31 December 2014 (2013: USD 31,474,756).

On the acquisition of Equipment Tracking Limited on 10 December 2013, the valuation of the separable net assets the company created deferred tax liability of USD 523,782, refer to note 5.

During the year, the Group recognised a deferred tax liability on the accelerated capital depreciation of some assets held by Equipment Tracking Limited for USD 157,135 (2013: USD 10,741), the variation with the amount recognised in profit and loss is due to currency translation.

As at year end, the Group has recognised deferred tax liabilities for USD 403,285 (2013: USD 534,523).

21 Pensions and other post-employment benefit plans

RM2 Limited and Equipment Tracking Limited operate defined contribution pension schemes. The assets of the schemes are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund. The amounts payable were USD 46,863 (2013 USD 34,943)

22 Share-based payments

The Group has a number of share schemes as shown in the table below.

The Company grants restricted shares, shares grants at par value and share options at its discretion to employees, officers, directors, consultants and advisors. 

Restricted shares and share options are granted with vesting periods of between the date of grant and ten years from the issuance or the date of grant and may carry performance conditions or time conditions for vesting. Should the restricted shares or options remain unexercised after a period of ten years from the date of grant, the options will expire and the restricted shares will be repurchased from the holder. Options are exercisable at a price equal to the Company's quoted market price on the date of grant.

Each programme approved by the Company during the year is detailed as follows:

22.1 2012 Equity Incentive Plan

The Remuneration Committee approved the issuance of 11,025,000 shares to certain founders of the Group on 16 July 2013. These shares were immediately issued without any restriction for the holders.

Management has determined the fair value of this share-based payment transaction by reference to the placing price of the shares.

22.2 2013 Equity Incentive Plan

The Remuneration Committee approved the issuance of 12,308,775 shares to certain Directors on 14 November 2013. These shares were immediately issued and accompanied by a restricted share agreement for each beneficiary of the awards.

Each restricted share agreement specifies that holders can only dispose of their shares upon achievement of certain performance conditions. The performance conditions are linked to the volume weighted average quoted price of the Ordinary Shares (the "Average Price") for a consecutive 30 day period (the "Relevant Period"). If the Average Price is 50% higher than the Placing Price pf GBP 0.88 for the Relevant Period, the Performance Condition in respect of one-third of the Restricted Shares shall be fulfilled. If the Average Price is 75% higher than the Placing Price for the Relevant Period, the Performance Condition in respect of a further one-third of the Restricted Shares shall be fulfilled. If the Average Price is 100% higher than the Placing Price for the Relevant Period, the Performance Condition in respect of the final third of the Restricted Shares shall be fulfilled. If any Performance Conditions are not fully satisfied by 19 November 2023, the Director shall transfer any of his remaining Restricted Shares to the Company at a purchase price equal to the nominal value of the Restricted Shares, being USD 0.01 each.

Management has considered that, even if shares were immediately issued to holders and then there was no effective period, the performance conditions would be similar to vesting conditions. As a result, Management has determined the duration of tranche 1 and 2 as at 5 years and of tranche 3 as at 10 years from grant date.

In determining the amount of shares that will be exercised (available for disposal by holders) at 100%, the Management considers that all beneficiaries would remain in the Group at the date of the exercise.

22.3 Employee Stock Option Plan ("ESOP")

In 2014, the Remuneration Committee approved the issuance of a total of 6,533,405 restricted shares and 600,000 options to Directors, consultants and key employees. Part of these awards 4,316,405 are issued under the same conditions as the restricted shares described above and part 2,217,000 vest on the third anniversary of the grant date, assuming the beneficiary continues to have a business relationship with the Company at such date. In addition, the Remuneration Committee approved the issuance of 600,000 share options to key employees and management, vesting over three years in equal tranches on the anniversary of the grant date and with a strike price equal to fair market value on the date of grant. The vesting of such options also automatically accelerates should the volume-weighted average price of the Company's shares exceed the Placing Price of GBP 0.88 by 100% for a period of 30 consecutive calendar days.

In 2015, the Remuneration Committee approved the issuance of 253,000 restricted shares to key employees. These shares vest on the third anniversary of the grant date, assuming the beneficiary continues to have a business relationship with the Company at such date.

Financial effect of share-based payment transactions:

The expense recognised for employee services received during the year is shown in the following table:

2014

USD

2013

USD

Expense arising from equity-settled share-based payment transactions

1,215,470

15,743,333

Total expense arising from share-based payment transactions

1,215,470

15,743,333

The Company does not have any liability arising from share-based payment transactions as at 31 December 2014 (2013 Nil.)

Movements during the year:

The following table illustrates the number and weighted average exercise price (WAEP) of, and movements in, share granted and share options during the year:

Restricted shares issued

Number of share options

Outstanding at beginning of year

12,308,775

-

Granted during the year

6,533,405

600,000

Forfeited in the year

(9,000)

Exercised during the year

-

-

Outstanding at end of the year

18,833,180

600,00

Tradable/Exercisable at end of the year

-

-

The weighted average remaining contractual life for the restricted shares issued outstanding as at 31 December 2014 5.35 years (2013: 6.67 years.)

 The weighted average fair value of shares granted during the year was USD 0.50 (2013: USD 0.67).

 Where restricted shares have been issued with performance conditions, Management considers that range of exercise price will be from GBP 1.32 to GBP 1.54 for tranche 1, from GBP 1.54 to GBP 1.76 for tranche 2 and from GBP 1.76 for tranche 3.

 The weighted average share price at the date of exercise issue was GBP 0.84.

22.4  Fair value of share based payments transactions

2012 Equity Incentive Plan - Shares issued to founders

The fair value of shares granted was estimated based on the placing price of shares (GBP 0.88), as at 6 January 2014, as it is considered to be the most representative value of the shares granted to founders at the grant date, less the exercise price paid by the holders of the shares (GBP 0.01).

2013 Equity Incentive Plan - Restricted shares issued

A modified Black-Scholes model has been used to determine the fair value of the share based payment on the date of grant or issue. The fair value is expensed to the income statement on a straight line basis over the vesting period, which is determined annually. The model assesses a number of factors in calculating the fair value. These include the market price on the date of grant, the exercise price of the share options, the expected share price volatility of the market sector in which the Group operates, the expected life of the options, the risk free rate of interest and the expected level of dividends in future periods

The calculation of the fair value of options issued requires the use of estimates. Expected volatility has been estimated based on similar sized companies listed on the AIM market of the London Stock Exchange. It is assumed that all options will be exercised.

2013

Restricted Shares

Weighted average exercise price

GBP 0.01

Expected volatility

17%

Expected life of restricted shares

5 and 10 years

Risk-free interest rate

1.9%-2.6%

Expected dividend yields

Nil

Model used

Black-Scholes

2014

Restricted Shares

2014

Restricted Shares

2014

Option Shares

Weighted average exercise price

GBP 0.01

GBP 0.01

GBP 0.645

Expected volatility

17%

17%

Expected life of restricted shares

5 and 10 years

3 years

3 years

Risk-free interest rate

1.9%-2.6%

1.1%

1.1%

Expected dividend yields

Nil

Nil

Nil

Model used

Black-Scholes

Black-Scholes

 

In determining the cost to be recognised during the period, management considered that all shares would be exercised by holders upon achievement of performance conditions.

23 Earnings per share

Basic earnings per share amounts are calculated by dividing the net profit for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year.

Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.

The following reflects the income and share data used in the basic and diluted earnings per share computations:

 

As at 31/12/2014

As at 31/12/2013

USD

USD

Net loss attributable to ordinary equity holders of the parent for basic earnings

(47,217,750)

(77,270,973)

As at 31/12/2014

As at 31/12/2013

Weighted average number of ordinary shares for basic earnings per share

317,997,300

125,498,680

Weighted average number of ordinary shares adjusted for the effect of dilution

317,997,300

125,498,680

Loss per share

Basic

(0.15)

(0.62)

Diluted

(0.15)

(0.62)

 

Management considers that there is no dilutive effect from the options as they would be negative.

24 Commitments and contingencies

24.1 Operating lease rentals - Group as lessor

Property

The Group has entered into commercial property lease on its investment property, consisting in the Group's surplus space in the Swiss office building. The non-cancellable lease has remaining terms of as at 31 December 2021.

Future minimum rentals receivable under non-cancellable operating leases as at 31 December are as follows:

 

As at 31/12/2014

As at 31/12/2013

USD

USD

Within one year

329,452

326,125

After one year but not more than five years

1,317,808

1,304,502

More than five years

658,904

978,375

 

Pallets

As at 31 December 2014, the Group had contracted 2 customers having both signed a 3-year-period agreement.

Future minimum rentals receivable under non-cancellable operating leases as at 31 December are as follows:

 

As at 31/12/2014

As at 31/12/2013

USD

USD

Within one year

64,128

-

 

After one year but not more than five years

128,256

-

 

More than five years

-

-

 

192,384

-

 

24.1 Operating lease commitments - Group as lessee

The Group has entered into commercial leases for office spaces in United Kingdom and New Jersey and for a manufacturing facility in Canada. These leases have an average life of between 6 months and 3 years with renewal options included in the contracts. In connection with the operational lease of the factory premises located in Canada, a letter of credit amounting to CAD 2,500,000 (USD 2,149,975) has been issued to the landlord as a guarantee for lease payments and lease defaults.

Future minimum rentals payable under non-cancellable operating leases as at 31 December are as follows:

 

 

As at 31/12/2014

As at 31/12/2013

USD

USD

Within one year

1,682,661

399,078

After one year but not more than five years

5,550,376

256,140

More than five years

5,920,924

-

13,153,961

655,218

24.1 Contingent liabilities

At 31 December 2013 the Company had a contingent liability to pay GBP 363,866 (USD 602,666), on the successful completion of an IPO. The IPO occurred on 6 January 2014 and the related liabilities were duly paid.

24.1.1 Warrants DPEI - comparative information

In relation with the Warrants issued by the Group to DPEI, the holder of the warrant had the option to terminate the Warrants, at its discretion. Upon termination of the Warrants, the Group would have to pay the holder an amount equal to the fair market value of the warrants. The holder may only terminate 25% of the warrant shares and only during the period from 31 December 2012 until 31 December 2017.

On 8 November 2013 the agreement was amended such that the right to warrants would be terminated following a successful IPO before 31 March 2014 on the condition that the company pay DPEI USD 40 million. This occurred in January 2014 and has been accrued as a cost of the facility in the year ended 31 December 2013. The accrual has been duly paid during the year 2014.

24.2 Forward purchase of property, plant and equipment

The Group has commitment in relation with forward purchase for the acquisition of property, plant and equipment, as follows:

As at

31/12/2014

As at

31/12/2013

USD

USD

Forward purchase for acquisition of PPE

2,249,326

2,386,380

 

24.3 Related party disclosures

24.3.1 Group subsidiaries

The consolidated financial information include the financial statements of the Company and its subsidiaries. The Group has the following subsidiaries included in these consolidated financial information:

% of equity interest

Subsidiary name

Country of incorporation

2014

2013

RM2 S.A., including Swiss branch

Luxembourg

100%

100%

RM2 Leasing S.A. (previously RM2 IP S.A.)

Luxembourg

100%

100%

RM2 Holland B.V.

Netherlands

100%

100%

RM2 Europe Spółka z.o.o.

Poland

100%

100%

RM2 USA Inc.

United States of America

100%

100%

RM2 Limited (previously Victoria Rises Ltd.)

United Kingdom

100%

100%

RM2 Canada Inc.

Canada

100%

100%

RM2 France E.u.r.l. (previously RM2 France S.à r.l.)

France

100%

100%

Equipment Tracking Limited

United Kingdom

100%

100%

RM2 Holding S.à r.l.

Luxembourg

100%

0%

Total Solutions International B.V

Netherlands

0%

100%

 

All subsidiaries held by the Company are consolidated, except for RM2 Total Solutions Inc., United States of America, and RM2 Pallet Investment Limited, Ireland.

On 24 June 2014, the Extraordinary General Meeting of Shareholders of RM2 International S.A. approved the contribution of all assets and liabilities of RM2 International S.A. in a newly incorporated entity in Luxembourg, RM2 Holding S.à r.l., with accounting and tax effect as at 1 April 2014.

At December 24, 2014 RM2 Total Solutions International B.V. merged into RM2 Holland B.V and is now a dormant company.

 

24.3.2 Transactions with related parties

All transactions between the Company and the Group's subsidiaries, and between Group's subsidiaries, have been eliminated for the preparation of these consolidated financial information.

Year

Income with related parties

Expenses from related parties

Amounts owed by related parties

Amounts owed to related parties

Assets acquired from related parties

USD

USD

USD

USD

USD

Parent: Interest bearing loans

2013

-

1,226,532

-

5,926,532

-

Parent: Interest bearing loans

2014

-

123,458

-

-

-

Parent: Non-interest bearing loans

2013

-

-

-

8,550

-

Parent: Non-interest bearing loans

2014

-

-

-

8,550

-

Key Management personnel: Remuneration

2013

-

428,402

-

-

-

Key Management personnel: Remuneration

2014

-

1,464,673

111,921

-

-

Key Management personnel: Advances

2014

-

-

107,549

-

-

Key Management personnel: Share-based payments

2013

-

15,743,333

-

-

-

Key Management personnel: Share-based payments

2014

-

424,257

-

-

-

Other: Advances

2014

-

-

31,771,72

10,235

-

Other: Reimbursement of costs incurred

2014

726,215

-

771,854

-

-

Other: Asset acquires

2014

-

-

-

-

250,000

 

 

The income from other related parties have been recorded in Other operating income for USD 339,925 and have been deducted from Other Administrative expenses for USD 386,291.

In addition, the parent company realized in 2013 a capital decrease by the distribution in kind of shares in Basalt Holding S. à r. l. (see note 19.3 for details of the transaction).

Restricted share issues to related parties are disclosed in note 22.

24.3.3 Transactions with key management personnel

There were no specific transactions between the Group and the key management personnel.

The Group granted compensation to the key management personnel as follows:

As at 31/12/2014

As at 31/12/2013

USD

USD

Short-term employee benefits

1,464,673

428,402

25 Financial risk management objectives and policies

The Group's financial liabilities comprise only loans and borrowings and trade and other payables. The main purpose of these financial liabilities is to finance the Group's operations. The Group has loans and other receivables, trade and other receivables, and cash and short-term deposits that arrive directly from its operations.

The Group is exposed to market risk, credit risk and liquidity risk in relation to the financial instruments held. The Group's senior management oversees the management of these risks. The Board of Directors reviews and agrees policies for managing each of these risks which are summarised below.

25.1 Market risks

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprise three types of market risk: interest rate risk, currency risk and other price risk, such as commodity price risk or equity price risk. Financial instruments affected by market risk include loans and borrowings, deposits and available-for-sale investments.

The Group's management has determined that the Group was not subject to interest rate risk as all significant loans and receivables have been issued with fixed interest rate, or to commodity price risk as the production of pallets does not require raw material subject to market volatility.

The Group has only exposure to the foreign currency risk as a result of its operations in various countries and using different functional currencies.

The sensitivity analyses in the following sections relate to the position as at 31 December 2014 and 2013. The sensitivity analyses have been prepared on the basis that the amount of net debt, the ratio of fixed to floating interest rates of the debt and derivatives and the proportion of financial instruments in foreign currencies are all constant and on the basis of the hedge designations in place (at 31 December 2013: none).

The analyses exclude the impact of movements in market variables on: the carrying values of pension and other post-retirement obligations; provisions: and the non-financial assets and liabilities of foreign operations.

25.1.1 Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Group's exposure to the risk of changes in foreign exchange rates relates primarily to the Group's operating activities (when revenue or expense is denominated in a different currency from the Group's presentation currency) and the Group's net investments in foreign subsidiaries (translation risk).

The Group is aware of its non US Dollar exposures but does not consider a hedging program to be needed currently. Raw materials and capital expenditure are primarily in US Dollars whilst the target revenue market is the USA. Any divergence from this would be considered by management with a view to putting cover in place.

The Group has significant operations in the following currencies: United States Dollar (USD), Swiss Franc (CHF) and Canadian Dollar (CAD) and Great British Pound (GBP). The Group has other operations in the following currencies which are not significant for the Group: Euro (EUR) and Polish Zloty (PLN).

Sensitivity analysis

All intercompany movements have been excluded from this sensitivity analysis. The following tables demonstrate the sensitivity to a reasonably possible change in the CHF and CAD exchange rates, with all other variables held constant. The impact on the Group's profit before tax is due to changes in the fair value of monetary assets and liabilities including non-designated foreign currency derivatives. The Group's exposure to foreign currency changes for all other currencies is not material.

The sensitivity analysis assumes a +/- 6% change of the USD/CHF exchange rate for the year (2013: 3%). This percentage has been determined based on the average market volatility in exchange rates in the previous 24 months.

 The sensitivity analysis assumes +/- 8% of the USD/CAD exchange rate of the previous 24 months is (2013: 1%) This percentage has been determined based on the average market volatility in exchange rates in the previous 24 months.

 

Year

Change in CHF rate

Effect on profit before tax

Effect on other comprehensive income

USD

USD

2014

+6%

(337,512)

(337,512)

-6%

308,689

308,689

2013

+3%

16,494

16,494

-3%

(16,988)

(16,988)

 

Year

Change in CAD rate

Effect on profit before tax

Effect on other comprehensive income

USD

USD

2014

+8%

(198,715)

(198,715)

-8%

219,422

219,422

2013

+1%

(214,057)

(214,057)

-1%

217,057

214,507

25.2 Credit risk

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group is exposed to credit risk from its operating activities and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.

Credit risk from balances with banks and financial institutions is not considered significant as the Group centrally manages the cash held in Luxembourg and has made placements with lower-risk counterparties mainly located in an A rating bank. Funding by the Luxembourg Holding company to the subsidiaries is limited to their current operational requirements.

 

Trade and other receivables

The Group is not subject to any credit risk related to trade receivable as the Group has no material trade receivables as at each period ended.

25.2.1 Financial instruments and cash deposits

In 2013, the Group loan financial instruments were mainly represented by loan receivables owed by PRC.

The Management estimated that the recoverability of the PRC receivable was uncertain (see note 4) and has recorded impairment on the full nominal amount of the receivables. The loan has been cancelled in 2014.

Credit risk from balances with banks and financial institutions is not considered significant as the Group has made placements with lower-risk counterparties.

25.2.2 Ageing analysis of receivables

The Group receivables ageing list at 31 December 2014 has been collected during the 1st quarter of 2015.The interest on the PRC loans which are due as at 31 December 2014 and remains unpaid as at the period end for USD 236,250 (2013: 609,415). The interest has currently not been collected, as a consequence, it has been fully impaired.

 

25.3 Liquidity risk

The Group's objective is to maintain a balance between continuity of funding and flexibility through the use of raising of capital via equity issues or bridging facilities. Longer term the Group will look to finance activities through bank and debt facilities see Note 3.2.

Maturity Profile

The table below summarises the maturity profile of the Group's financial liabilities based on contractual undiscounted payments.

31 December 2014

Due on demand

Due within 3 months

Due between 3 and 12 months

Due between 1 and 5 years

Due after 5 years

Total

USD

USD

USD

USD

USD

USD

Non-current liabilities

Interest-bearing loans and borrowings

-

-

-

2,053,541

-

2,053,541

Bank borrowings

-

-

-

2,053,541

-

2,053,541

Current liabilities

-

-

-

-

Interest-bearing loans and borrowings

-

28,573

-

-

-

28,573

Bank overdrafts

-

-

-

-

-

-

Other loans and borrowings

-

28,573

-

-

-

28,573

Loans from other related parties

-

-

-

-

-

-

Trade and other payables

 

-

 

6,354,090

 

-

 

-

 

-

 

6,354,090

Trade payables

-

4,752,320

-

-

-

4,752,320

Payables to other related parties

 

-

 

120,471

 

-

 

-

 

-

 

120,471

Employee compensation payables

 

-

 

258,111

 

-

 

-

 

-

 

258,111

Other tax payables

-

941,475

-

-

-

941,475

Other payables

-

281,713

-

-

-

281,713

Total financial liabilities:

-

6,382,663

-

2,053,541

-

8,436,204

 

31 December 2013

Due on demand

Due within 3 months

Due between 3 and 12 months

Due between 1 and 5 years

Due after 5 years

Total

USD

USD

USD

USD

USD

USD

Non-current liabilities

Interest-bearing loans and borrowings

-

-

-

2,371,080

-

2,371,080

Bank borrowings

-

-

-

2,371,080

-

2,371,080

Current liabilities

Interest-bearing loans and borrowings

 

22,208

 

31,208,505

 

-

 

-

 

-

 

31,230,713

Bank overdrafts

22,208

-

-

-

-

22,208

Other loans and borrowings

 

-

 

25,273,423

 

-

 

-

 

-

 

25,273,423

Loans from other related parties

 

-

 

5,935,082

 

-

 

-

 

-

 

5,935,082

Trade and other payables

 

-

 

45,528,637

 

-

 

-

 

-

 

45,528,637

Trade payables

-

2,725,769

-

-

-

2,725,769

Payables to other related parties

 

-

 

12,782

 

-

 

-

 

-

 

12,782

Employee compensation payables

 

-

 

9,046

 

-

 

-

 

-

 

9,046

Other tax payables

-

1,129,906

-

-

-

1,129,906

Other payables

-

41,651,134

-

-

-

41,651,134

Total financial liabilities:

22,208

76,737,142

-

2,371,080

-

79,130,430

 

25.4 Concentration of risk

Concentrations arise when a number of counterparties are engaged in similar business activities, or activities in the same geographical region, or have economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic, political or other conditions. Concentrations indicate the relative sensitivity of the Group's performance to developments affecting a particular industry. The Group do not consider that others are engaged in similar business activities, but do monitor the situation.

26 Capital management

The Group's policy is to maintain a strong capital base to maintain investor, creditor and market confidence and to sustain the future development of the business. The impact of the level of capital on shareholders' return is also recognised and the Group recognises the need to maintain a balance between the higher returns that might be possible with greater gearing through future borrowings and the advantage and security afforded by a sound capital position.

The Group manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders in the future, return capital to shareholders, issue new shares, or sell assets to reduce debt.

27 Subsequent events

Operations on capital

Grants of Options and Restricted Shares

Pursuant to the authorisations granted by Extraordinary General Meetings of Shareholders certain grants of options and Restricted Shares have been made subsequent to 31 December 2014 as described below:

The share capital of the Company was increased by an amount of USD 2,530 on 12 March 2015 raising it from its former amount of USD 3,227,772 to USD 3,230,302, through the issuance of 253,000 Restricted Shares. These Restricted Shares vest on the third anniversary of the grant date, assuming the beneficiary continues to have a business relationship with the Company at such date.(see Note 22). The information necessary to valuate these Share-based payments is as follows:

2015

Restricted Shares

Weighted average exercise price

GBP 0.01

Expected volatility

Expected life of restricted shares

3 years

Risk-free interest rate

1.35%

Expected dividend yields

Nil

 

Directors & Advisers

Directors

Ian Molson

Chairman

John Walsh

Chief Executive Officer

Jean-Francois Blouvac

Chief Financial Officer

Jan Dekker

Non-Executive Director

Charles Duro

Non-Executive Director

Lord Rose

Non-Executive Director

Amaury de Seze

Non-Executive Director

Paul Walsh

Non-Executive Director

Biographies of the Directors are available on the Company website www.rm2.com

 

 

Company Secretary

and Registered Office

5 rue de la Chapelle

L-1325 Luxembourg

Grand Duchy of Luxembourg

Company number

RCS Luxembourg B 132.740

Nominated adviser and broker

RBC Markets

Riverbank House

London EC4R 3BF

Independent Auditor

Grant Thornton Lux Audit S.A.

89A, Pafebruch

L-8308 Capellen

Luxembourg

Registrar

Computershare Investor Services (Jersey) Limited

Queensway House

Hilgrove Street

Jersey JE1 1ES

 

Consolidated management report

 

The Directors present their report on the affairs of RM2 International S.A. (the Company) and its subsidiaries, referred to as the Group, together with the audited Consolidated Financial Statements and Independent Auditors' report for the year ended 31 December 2014.

Principal Activities

The main activity of the Group is to manufacture, sell and lease shipping pallets and to provide, where necessary, related logistical services.

The group operates principally within the upstream logistics market which is focused on the supply of raw materials and components to manufacturers, and target the sale or rental of its pallets and their utilisation within closed loop supply chains of its customers.

In addition, the Group's pallet tracking and management software, the ERICA system provides 'real time' equipment balances throughout supply chains.

Business Review and Key Performance Indicators

Following the successful flotation of the group on the London AIM market on 6 January 2014, the group continued to expand its manufacturing facilities in Canada and to market the group's products and pallet pooling capabilities.

The Group started a pallet pool late in 2013, which generated some USD 5,000 of rental income. The Group has expanded its production and added pallets to its rental pools in North America and Europe in 2014, following successful trials with potential customers.

In 2014 the pool grew to 34,930 generating USD182,388 of rental income.

The Group monitors its cash reserves against projected capital expenditure, overhead, production, sales and leasing activity.

In 2014, the Group relocated its principal manufacturing facility to a 265,000 square foot site in Ontario, Canada, in order to concentrate its pultrusion fabrication and assembly activities in a single location.

Going Concern

The Directors have prepared a business plan and cash flow forecast for the three coming years. The forecast contains certain assumptions about the level of future sales and the level of gross margins achievable. These assumptions are the Directors' best estimate of the future development of the business. The Directors are satisfied that the Group has adequate resources to continue in operational existence for the foreseeable future and accordingly, continue to adopt the going concern basis in preparing the consolidated financial statements.

On 6 January 2014 the parent company of the Group RM2 International SA completed a successful Initial Public Offering (IPO) on the London Stock Exchange AIM market, raising gross proceeds of approximately £137.2 million (equivalent to approximately USD 225 million) to expand its production capacity and to fund the production of pallets for rental and sale. The business plan envisions raising further funds in 2015.

Following the IPO, the Group terminated the DPEI Warrant Agreement by paying USD 40,000,000 and repaid all of the bridging loans as detailed in Note 10, leaving the group debt free, except a loan that is secured by a mortgage on the building held by the Group in Switzerland.

Dividends

The Directors do not recommend the payment of a dividend (2013: nil).

Capital Structure

Details of the authorised and issued share capital, together with details of the movements in the Company's issued share capital during the period are shown in Note 14.

All issued shares are fully paid.

Details of the share option scheme are set out in Note 22

Supplier Payment Policy

The Group's policy is to settle terms of payment with suppliers when agreeing to the terms of each transaction.

Subsequent Events

Subsequent events are described in note 27 to the Consolidated Financial Statements.

Directors

The Directors who served the Company during the year and up to the date of this report were as follows:

Executive Directors

John Walsh

Jean-Francois Blouvac

Appointed 18 September 2014

Ashavani Mohindra

Resigned 18 September 2014

Non-Executive Directors

Ian Molson

Jan Dekker

Charles Duro

Lord Rose

Amaury de Seze

Paul Walsh

The Director's emoluments (translated into USD at average rate) were in 2014 and 2013, as follows:

 

2014

2013

Salary & Fees

Benefits

Total

Salary & Fees

Benefits

Total

USD

USD

USD

USD

USD

USD

Executive Directors

John Walsh

399,388

-

399,388

-

-

-

Jean-Francois Blouvac

236,898

7,647

244,545

-

-

-

Ashavani Mohindra

247,158

9,886

257,044

50,506

1,292

51,798

Non-Executive Directors

Ian Molson

160,000

,

160,000

35,856

-

35,856

Jan Dekker

81,848

-

81,848

17,928

-

17,928

Charles Duro

81,848

-

81,848

17,928

-

17,928

Sir Stuart Rose

80,000

-

80,000

17,928

-

17,928

Amaury de Seze

80,000

-

80,000

10,521

-

10,521

Paul Walsh

80,000

-

80,000

17,928

-

17,928

563,696

-

563,696

118,089

-

118,089

1,447,140

17,533

1,464,673

168,595

1,292

169,887

 

Directors' interests

The Directors who held office at 31 December 2014 had the following interests in the ordinary shares of the Company:

Number of shares at

31 December 2014

% held

at

31 December 2014

Number of shares

at

30 May 2015

Ian Molson

7,500,000

2.3

9,400,000

John Walsh

21,052,680

6.5

22,252,680

Jean-Francois Blouvac

1,000,000

0.3

1,000,000

Jan Dekker

2,400,000

0.7

2,500,000

Charles Duro

315,000

0.1

315,000

Sir Stuart Rose

1,150,000

0.4

1,150,000

Amaury de Seze

1,150,000

0.4

1,350,000

Paul Walsh

1,539,091

0.5

1,639,091

36,106,771

39,606,771

Of the holdings above 15,625,180 (2013: 12,308,775) consist of restricted shares set out below. A Director holding Restricted Shares shall not sell, transfer, mortgage, charge, encumber or otherwise dispose of any of his Restricted Shares as long as certain performance conditions are not fully satisfied (the "Performance Conditions"). The Performance Conditions are linked to the volume weighted average quoted price of the Ordinary Shares (the "Average Price") for a consecutive 30 day period (the "Relevant Period"). If the Average Price is 50% higher than the Placing Price (0.88 GBP) for the Relevant Period, the Performance Condition in respect of one third of the Director's Restricted Shares shall be fulfilled. If the Average Price is 75% higher than the Placing Price for the Relevant Period, the Performance Condition in respect of a further one third of the Director's Restricted Shares shall be fulfilled. If the Average Price is 100% higher than the Placing Price for the Relevant Period, the Performance Condition in respect of the final third of the Director's Restricted Shares shall be fulfilled. If any Performance Conditions are not fully satisfied by ten years after the date of the grant, the Director shall transfer any of his remaining Restricted Shares to the Company at a purchase price equal to the nominal value of the Restricted Shares, being USD 0.01 per share.

 

Total number of shares at

31 December 2014

Number of restricted shares (only) at

31 December 2014

Number of restricted shares (only) at

30 May 2015

Ian Molson

7,500,000

4,600,000

4,600,000

John Walsh

21,052,680

6,552,680

6,552,680

Jean-Francois Blouvac

1,000,000

1,000,000

1,000,000

Jan Dekker

2,400,000

-

-

Charles Duro

315,000

22,500

22,500

Sir Stuart Rose

1,150,000

1,150,000

1,150,000

Amaury de Seze

1,150,000

1,150,000

1,150,000

Paul Walsh

1,539,091

1,150,000

1,150,000

36,106,771

15,625,180

15,625,180

Corporate Responsibility

The Board recognises its employment, environmental and health and safety responsibilities. It devotes appropriate resources towards monitoring and improving compliance with existing standards.

 

Employees

The Group is committed to achieving equal opportunities and to complying with relevant anti-discrimination legislation. It is established Group policy to offer employees and job applicants the opportunity to benefit from fair employment, without regard to their sex, sexual orientation, marital status, race, religion or belief, age or disability. Employees are encouraged to train and develop their careers.

The Group has continued its policy of informing all employees of matters of concern to them as employees, both in their immediate work situation and in the wider context of the Group's well-being. Communication with employees is effected through the Board, the Group's management briefings structure, formal and informal meetings and through the Group's information systems.

Directors' Responsibilities

The Directors are responsible for preparing the Annual Report and the Consolidated Financial Statements and for being satisfied that the Consolidated Financial Statements give a true and fair view. The Directors are also responsible for preparing the Consolidated Financial Statements in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union.

Company law requires the Directors to prepare Consolidated Financial Statements for each financial period which give a true and fair view of the state of affairs of RM2 International S.A. (the Company) and the Group and of the profit or loss of the Company and the Group for that period. In preparing those Financial Statements, the Directors are required to:

·

select suitable accounting policies and then apply them consistently;

·

make judgements and estimates that are reasonable and prudent;

·

state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the Financial Statements; and

·

prepare the Financial Statements on a going concern basis unless it is inappropriate to presume that the Company and the Group will continue in business

 

 

The Directors confirm that they have complied with the above requirements in preparing the Financial Statements. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions, and disclose with reasonable accuracy at any time the financial position of the Company and the Group.

They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement of disclosure to the Independent Auditor

All of the current Directors have taken all the steps that they ought to have taken to make themselves aware of any information needed by the Group's Independent Auditor for the purposes of his audit and to establish that the Independent Auditor is aware of that information. The Directors are not aware of any relevant audit information of which the Independent Auditor is unaware.

Independent Auditor

The auditor, Grant Thornton Lux Audit S.A., will be proposed for re-appointment at the forthcoming Annual General Meeting.

 

Corporate governance report

The Board is committed to proper standards of Corporate Governance, managing the Group in an efficient, effective, entrepreneurial and ethical manner for the benefit of shareholders over the longer term.

In the context of the Group's strategy for growth, the Board will continue to actively review its Corporate Governance at regular intervals.

The Board is responsible for the Group's system of internal control and reviewing its effectiveness. Such a system is designed to manage rather than eliminate risk of failure to achieve business objectives, and can only provide reasonable and not absolute insurance against material misstatement or loss. The system of internal financial control comprises of controls established to provide reasonable assurance of:

·

The safeguarding of assets against unauthorised use or disposal and;

·

The reliability of financial information used within the business and for publication and the maintenance of proper accounting records

 

In addition the key procedures on the internal financial control of the Group are as follows:

·

The Board reviews and approves budgets and monitors performance against those budgets regularly with any variance being fully investigated and;

·

The Group has clearly defined reporting and authorisation procedures relating to the key financial areas.

 

The Annual General Meeting is the principal forum for dialogue with shareholders.

REPORT OF THE REVISEUR D'ENTREPRISES AGREE

 

 

Report on the financial statements

 

Following our appointment by the General Meeting of the Shareholders on 24 June 2014, we have audited the accompanying consolidated financial statements of RM2 INTERNATIONAL S.A. and its subsidiaries, which comprise the consolidated statement of financial position as at 31 December 2014, and the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flow for the year then ended, and a summary of significant accounting policies and other explanatory information.

 

 

Board of Directors' responsibility for the financial statements

 

The Board of Directors is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as adopted by the European Union and for such internal control as the Board of Directors determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

 

 

Responsibility of the Réviseur d'Entreprises Agréé

 

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing as adopted for Luxembourg by the Commission de Surveillance du Secteur Financier. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements are free from material misstatement.

 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the Réviseur d'Entreprises Agréé's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risks assessments, the Réviseur d'Entreprises Agréé considers internal control relevant to the entity's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control.

 

An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Board of Directors, as well as evaluating the overall presentation of the consolidated financial statements.

 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our audit opinion.

 

 

Opinion

 

In our opinion, the consolidated financial statements give a true and fair view of the financial position of RM2 INTERNATIONAL S.A. and its subsidiaries as of 31 December 2014 and of its financial performance and its cash flows for the year then ended in accordance with the International Financial Reporting Standards as adopted by the European Union.

 

 

Report on other legal and regulatory requirements

 

The consolidated management report, which is the responsibility of the Board of Directors, is consistent with the consolidated financial statements.

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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10th Sep 20192:55 pmRNSHolding(s) in Company
2nd Sep 20191:54 pmRNSIssuance of Shares, Director Shareholdings and TVR
28th Aug 201912:34 pmRNSHolding(s) in Company
27th Aug 20197:00 amRNSDirector Shareholdings
5th Aug 20195:00 pmRNSHolding(s) in Company
5th Aug 20197:00 amRNSHolding(s) in Company
5th Aug 20197:00 amRNSHolding(s) in Company
31st Jul 20192:48 pmRNSResult of EGM, Placing proceeding and TVR
23rd Jul 20197:00 amRNSConditional Placing, GM Notice and Contract Update
17th Jul 201911:45 amRNSHolding(s) in Company
15th Jul 20195:30 pmRNSHolding(s) in Company
1st Jul 20197:30 amRNSSuspension - RM2 International S.A.
1st Jul 20197:30 amRNSSuspension of Trading on AIM and TVR Update
26th Jun 20197:00 amRNSAccounts Publication Timetable and Trading Update
5th Apr 201910:15 amRNSIssue of Shares to Directors
28th Mar 20193:51 pmRNSTrading Update and TVR Update
15th Jan 201912:00 pmRNSTotal Voting Rights
28th Dec 20182:00 pmRNSIssue of Shares to Directors and Employees
24th Dec 20187:00 amRNSVAT News
12th Dec 20184:29 pmRNSTotal Voting Rights
11th Dec 20184:22 pmRNSResult of EGM
23rd Nov 20182:45 pmRNSShare Capital Restructuring,Placing, Notice of EGM
8th Nov 201812:07 pmRNSTransfer Pricing Audit
3rd Oct 20182:35 pmRNSResult of EGM
18th Sep 20187:00 amRNSSignificant Contract
14th Sep 20187:00 amRNSBoard Appointments
14th Sep 20187:00 amRNSInterim Results
7th Sep 20187:00 amRNSTrading Update and New Board Appointments
15th Jun 20181:09 pmRNSResult of Open Offer
5th Jun 20184:07 pmRNSUpdate on Open Offer

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