Last checked at 26 Jun 2009 07:30
FOR IMMEDIATE RELEASE 26 June 2009
ENERGY ASSET MANAGEMENT PLC ("EAM" or "the Company")
REPORT AND ACCOUNTS FOR THE 15 MONTH PERIOD ENDED 31 MARCH 2009
NOTICE OF AGM TO APPROVE CHANGE OF NAME AND INVESTING POLICY
Chairman's Statement
Introduction
In September 2008 when the Group's interim results to June 2008 were announced, the Board was able to report positive progress, with record levels of activity and that the Group had traded profitably since February 2008, before accounting for share options.
By December 2008 the Group's circumstances had changed dramatically and the Board had to report that its provider of finance, with whom the Group had an agreement to finance the Group's meter installations, indicated that it had experienced issues with its parent companies such that it could not provide any indication of the availability of funds to continue to support the Group's meter business, despite their best endeavours to secure funding for this purpose.
In order to preserve shareholder value, the Company sold its interests in Energy Assets Limited, a wholly owned subsidiary of the Company and its principal trading entity, to a subsidiary of Macquarie Bank Limited. At a general meeting held on 9 January 2009 shareholders approved the sale and, as the Company was reclassified under the AIM Rules as an Investing Company, approved an Investment Strategy.
Results
The Company has extended its accounting reference period ending on 31 December 2008 so as to end on 31 March 2009 in order to better inform shareholders by presenting audited Financial Statements made up to a period after the sale, and in particular a post-transaction balance sheet. The balance sheet reflects the initial and non-contingent consideration for the sale of Energy Assets Limited of which the former has been received before the balance sheet date. It does not, however, reflect that proportion of deferred consideration receivable which is contingent.
Having disposed of its subsidiaries, the Company is not presenting Group Financial Statements: the financial reports reflect the position relating to the parent company alone and as such the operating costs of the parent company and the loss on disposal of the subsidiaries. The losses before and after taxation for the fifteen month period were £3,289,636 (losses - year to 31 December 2007: £300,718) representing a loss per share of 0.99p (2007 - loss 0.11p per share). Of the loss in the period to 31 March 2009, the loss on disposal of subsidiaries amounted to £2,917,095.
Following receipt of the initial consideration arising from the sale of Energy Assets Limited in January 2009, and after settlement of costs, cash balances at 31 March 2009 amounted to some £450,000. Details of further consideration pursuant to the sale of Energy Assets Limited are set out in note 13 to these Financial Statements.
Investing Policy and the future
At the General Meeting of the Company held on 9 January 2009, members approved an Investing Strategy. Since that date the requirements of the London Stock Exchange have evolved and the Company now needs to secure shareholder approval for a new Investing Policy. In the light of this, and your Board's view on how best to serve shareholder's interests, a proposed Investing Policy will be put to shareholders at the Annual General Meeting. This Investing Policy is "The Company will seek to acquire assets, companies or businesses in the United Kingdom, Europe or North America in the energy, environmental and related services sector. The Company may be either an active investor and acquire control of a single company or it may be a passive investor and acquire non-controlling shares or other assets or businesses as is considered to be in the best interests of the Company." Further details are set out in the Directors' Report below.
Your Board is thus seeking suitable acquisitions and meanwhile is endeavouring to keep costs to a minimum and to conserve cash.
Change of name
The Company is proposing to change its name to Ricmore Capital Plc and a resolution to this effect is included in the Notice of Annual General Meeting.
Contact:
John Shaw, Energy Asset Management PLC on 07973 826613
Roland Cornish, Beaumont Cornish Limited on 020 7628 3396 Directors' Report
The Directors present their report and the Financial Statements for the 15 month period ended 31 March 2009.
Principal activities and review of the business
On 23 December 2008 the Company announced that it had entered into a conditional agreement with Macquarie Energy Asset Holdings Limited ("EAL") for the sale by the Company of the entire issued share capital of Energy Assets Limited, a wholly owned subsidiary of the Company and its principal trading entity. The principal activities of EAL were the provision of meter asset management, datalogging and data provision services to energy suppliers and end user customers. At a general meeting held on 9 January 2009 shareholders approved the sale and, as the Company was reclassified under the AIM Rules as an Investing Company, approved an Investment Policy.
The Company has also subsequently disposed of its interests in other minor subsidiaries for a nominal sum. The Company has changed its accounting reference date from 31 December to 31 March and extended the accounting period so as to end on 31 March 2009 in order to better inform shareholders by presenting audited Financial Statements made up to a period after the disposals.
Results and dividends
Having disposed of its subsidiaries, the Company is not presenting Group accounts: the Financial Statements reflect the position relating to the parent company alone and as such the operating costs of the parent company and the loss on disposal of the subsidiaries.
The loss for the fifteen month period was £3,289,636 (year to 31 December 2007: loss of £300,718). The Directors do not recommend the payment of a dividend. The Directors consider the results for the period to be satisfactory in the circumstances.
Key performance indicators
During the period, the Company disposed of its operating subsidiaries and the circumstances thereof are commented upon in the Chairman's Statement. The Company's Directors are of the opinion that further analysis using KPIs is not necessary for an understanding of the development, performance or position of the business.
Fair value estimation
The Directors consider that the carrying amount of the Company's financial assets and liabilities approximate to their realisable value at each balance sheet date and that such value equates to their fair value.
New Investing Policy and future developments
Subject to Shareholder approval at the Annual General Meeting, notice of which is included herein, the Company intends to adopt a modified Investing Policy, which will comply with the revised AIM Rules for investing companies, and which is set out below.
The Company will seek to acquire assets, companies or businesses in the United Kingdom, Europe or North America in the energy, environmental and related services sector. The Company may be either an active investor and acquire control of a single company or it may be a passive investor and acquire non-controlling shares or other assets or businesses as is considered to be in the best interests of the Company.
The Investing Policy will be implemented through pro-actively seeking suitable acquisitions, making the use of the professional contacts of the board and its advisors.
Any acquisition is likely to be substantially made by way of a share exchange, and with further share capital being raised at the time of the acquisition transaction. All of the Company's resources are likely to be invested in the first acquisition and the use of debt as a source of future funding will be considered, if thought prudent to do so, in the light of the nature of the assets, companies or businesses being acquired, and the terms upon which such finance would be available.
The board policy is to invest with a view to achieving a material increase in the capital value of the Company, and the working capital requirements of a rapidly growing business are likely to take priority over dividends to shareholders. In the event that more than one asset, company or business is acquired, it will be with a view to building for the long term a coherent group operating under a holding company without cross-holdings.
Taking into account the cash at bank at the end of March 2009 and the non-contingent deferred consideration for the sale of Energy Assets Limited, but excluding that proportion of deferred consideration receivable which is contingent upon uncertain future outcomes, the Company has resources of some £935,000. Given that the costs of running the Company are currently accruing at some £120,000 per annum, the Company could theoretically continue for a considerable period. However the board is seeking to make an appropriate acquisition as quickly as is prudent and if the Company has not identified a suitable acquisition following receipt of all of the consideration funds due to the Company pursuant to the disposal (the date of which is anticipated to be 30 June 2010), the Company will hold a general meeting to decide whether the Company should be wound up with funds returned to Shareholders or continue to seek to identify a suitable acquisition.
Under the AIM rules the Company is required to make an acquisition or acquisitions which constitute a reverse takeover or otherwise implement its Investing Policy on or before 8 January 2010 failing which the Company's ordinary shares would then be suspended from trading on AIM. If the Company's Investing Policy has not been implemented on or before 8 July 2010, the admission to trading on AIM would be cancelled.
Experience of the Board of Directors
Both of the Directors have extensive experience in corporate finance and involvement in small companies, both public and private. They also both have relevant experience in the energy, environmental and related services sectors, together with a working knowledge of businesses based in the United Kingdom, in mainland Europe and North America.
The Directors anticipate that the management of any acquired company or business will have the expertise required to manage and develop that business though they may consider retaining board positions. In tandem with an acquisition, the Directors will consider bringing in additional specialist knowledge and advice.
Directors' biographies
J R Shaw (aged 59) Chairman
John Shaw qualified as a Chartered Accountant in 1975 with Touche Ross & Co in London. Subsequently, he spent two years seconded to the Quotations Department of the London Stock Exchange returning to Touche Ross & Co to join the Corporate Finance Group until 1982. After a period as a sole practitioner, he joined Chase Investment Bank Limited in 1985, was appointed a director and founded the Equity Investment Group, formed to invest in unquoted companies. In 1990 he joined Henry Ansbacher & Co Ltd. He started working with Clifton Financial Associates Plc in early 1995 and was appointed a director in December 1996. He was appointed a director of Seymour Pierce Limited in December 1998 where he was initially Group Company Secretary and latterly Head of Private Equity. In March 2001, he co-founded CFA Capital Group Plc whose operating subsidiary, City Financial Associates Limited, became a nominated adviser and sponsor. He left CFA Capital Group Plc in July 2004 to form Chatsford Corporate Finance Limited.
M H W Perrin (aged 55)
Martin Perrin qualified as a chartered accountant with Peat Marwick Mitchell. He has extensive experience of operations and finance in industry, particularly technology and communications where directorships included Qualcomm Telecommunications Ltd. He was a partner in Grahams Rintoul & Co, a fund management company specializing in Investment Trusts which was sold to Lazards where he gained further investment management and corporate finance experience. He has executed business in a large number of countries and cultures in corporate environments ranging from start-ups to major multi-nationals. He is a director of Chatsford Corporate Finance Limited, and a non-executive director of Fiske plc and a number of private companies.
Principal risks and uncertainties
The principal risks and uncertainties facing the Company relate to the activity of establishing, investing in or acquiring assets, businesses or companies in accordance with the Company's investment strategy. Despite the opportunities that arise, there is the risk that the Company may not find a suitable or profitable investment. A further risk is that the Company may not be able to raise the necessary funding for such an investment or, if necessary, for further working capital whilst investment opportunities are explored.
Supplier payment policy
Whilst there is no formal code or standard, it is Company policy to settle terms of payment with creditors when agreeing the terms of each transaction and to abide by the creditors' terms of payment. There are no creditors subject to special arrangements outside of suppliers' terms and conditions. At 31 March 2009 the number of creditors days in respect of trade creditors was 5 days (31 December 2007: 30 days).
Directors and Directors' interests
The Directors who held office in the period up to the date of approval of these Financial Statements and their beneficial interests in the Company's issued share capital at the beginning and end of the accounting period (or later date of appointment) were:
| Ordinary Shares | Warrants | |||
| Interest at end of period | Interest at start of period | Interest at end of period | Interest at start of period | |
| No. | No. | No. | No. | |
| John Shaw (Chairman) M H W Perrin* (appointed 9 January 2009) Alan McKeating (resigned 9 January 2009) Philip Bellamy-Lee (resigned 9 January 2009) John Butler (resigned 9 January 2009) Stephen Barclay (resigned 11 August 2008) | 10,014,337 4,808,376 43,960,561 31,624,965 8,800,086 n/a | 9,014,337 4,558,376 43,960,561 31,624,965 5,800,086 16,122,357 | 600,000 100,000 - - - n/a | 600,000 100,000 - - - 600,000 |
* including family holdings
Directors' responsibilities
The Statement of Directors' Responsibilities is shown on page 7.
Substantial interests
At the date of approval of the Financial Statements the following interests of three percent or more of the issued Ordinary share capital had been notified to the Company:
| Ordinary Shares | % of Issued | |
| Alan McKeating | 43,960,561 | 13.2% |
| Philip Bellamy-Lee | 31,624,965 | 9.5% |
| Stephen Barclay | 14,372,357 | 4.3% |
| Garry Rimmer | 13,123,068 | 3.9% |
| Robert Hatton | 12,495,679 | 3.8% |
| John Shaw | 10,014,337 | 3.0% |
Disclosure of information to auditors
Each of the directors at the date of approval of this report confirms that:
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware; and
the director has taken all the steps that he ought to have taken as a director to make himself aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of Section s418(2) of the Companies Act 2006.
Auditors
Our independent auditors, Littlejohn, have transferred their business to Littlejohn LLP, a limited liability partnership. In accordance with section 26(5) of the Companies Act 1989, the Directors have consented to the extension of the audit appointment of Littlejohn to its successor firm, Littlejohn LLP.
Littlejohn LLP has signified its willingness to continue in office as auditors.
Income Statement
for the period ended 31 March 2009
| Note | Period to 31 March 2009 | Year to 31 December 2007 | ||
| £ | £ | |||
| Revenue | 2 | - | - | |
| Cost of sales | - | - | ||
| Gross Profit | - | - | ||
| Operating expenses | 3 | (377,582) | (304,005) | |
| Operating loss | (377,582) | (304,005) | ||
| Finance Income | 5,041 | 3,287 | ||
| Loss on disposal of subsidiary undertakings | 8 | (2,917,095) | - | |
| Loss before taxation | (3,289,636) | (300,718) | ||
| Taxation | 6 | - | - | |
| Loss after taxation | (3,289,636) | (300,718) | ||
| Loss attributable to equity shareholders | (3,289,636) | (300,718) | ||
| Loss per share basic and diluted (p) | 7 | (0.99) | (0.11) |
Balance Sheet
at 31 March 2009
| 31 March | 31 December | |||
| 2009 | 2007 | |||
| Note | £ | £ | ||
| Assets | ||||
| Non current assets | ||||
| Investment | 8 | - | 2,382,690 | |
| Total non current assets | - | 2,382,690 | ||
| Current assets | ||||
| Trade and other receivables | 9 | 515,239 | 1,235,082 | |
| Cash and cash equivalents | 451,855 | 21,970 | ||
| Total current assets | 967,094 | 1,257,052 | ||
| Total Assets | 967,094 | 3,639,742 | ||
| Equity and liabilities attributable to equity holders of the Company | ||||
| Share capital and reserves | ||||
| Issued capital | 10 | 3,327,684 | 2,787,684 | |
| Share premium account | 1,145,899 | 1,163,929 | ||
| Reserves | (3,540,407) | (363,917) | ||
| Total Equity | 933,176 | 3,587,696 | ||
| Current liabilities | ||||
| Trade and other payables | 11 | 33,918 | 52,046 | |
| Total current liabilities | 33,918 | 52,046 | ||
| Total equity and liabilities | 967,094 | 3,639,742 | ||
Statement of Changes in Equity
at 31 March 2009
| Share | Share | Retained | |||
| Capital | Premium | Earnings | Total | ||
| £ | £ | £ | £ | ||
| Balance at 1 January 2007 | 2,467,684 | 1,083,929 | (176,345) | 3,375,268 | |
| Loss for the period attributable to equity holders | - | - | (300,718) | (300,718) | |
| Share based payments | - | - | 113,146 | 113,146 | |
| Shares issued | 320,000 | 80,000 | - | 400,000 | |
| Balance at 31 December 2007 | 2,787,684 | 1,163,929 | (363,917) | 3,587,696 | |
| Loss for the period attributable to equity holders | - | - | (3,289,636) | (3,289,636) | |
| Share based payments | - | - | 113,146 | 113,146 | |
| Shares issued | 540,000 | - | - | 540,000 | |
| Share issue costs | - | (18,030) | - | (18,030) | |
| Balance at 31 March 2009 | 3,327,684 | 1,145,899 | (3,540,407) | 933,176 |
Cash Flow Statement
for period ended 31 March 2009
| Period to31 March 2009 | Year to 31 December 2007 | ||||
| £ | £ | ||||
| Cash flows from operating activities | |||||
| Operating loss for the year as per income statement | (377,582) | (304,005) | |||
| Share based payments | 113,146 | 113,146 | |||
| (264,436) | (190,859) | ||||
| Movements in working capital | |||||
| Increase in trade and other receivables | (847,770) | (444,696) | |||
| (Decrease)/increase in trade and other payables | (18,128) | 17,484 | |||
| Net cash outflow from operations | (1,130,334) | (618,071) | |||
| Cash flows from financing activities | |||||
| Net proceeds from issue of equity shares | 521,970 | 400,000 | |||
| Net cash flows from financing activities | 521,970 | 400,000 | |||
| Cash flows from investing activities | |||||
| Interest received | 5,041 | 3,287 | |||
| Net proceeds of sale of subsidiary | 1,033,208 | - | |||
| Net cash inflow from investing activities | 1,038,249 | 3,287 | |||
| Net increase/(decrease) in cash and cash equivalents | 429,885 | (214,784) | |||
| Cash and cash equivalents at the beginning of period | 21,970 | 236,754 | |||
| Cash and cash equivalents at end of period | 451,855 | 21,970 |
Notes to the Financial Statements
1. Status of accounts
The figures shown for the period ended 31 March 2009 are audited but do not constitute statutory financial statements within the meaning of the Companies Act 1985. The financial statements for the year ended 31 December 2007 have been reported on by the Company's auditors and delivered to the Registrar of Companies.
2. Segmental information
All of the Company's activity is located in the UK.
3. Operating expenses
| Period to31 March 2009 | Year to31 December 2007 | ||
| £ | £ | ||
| Auditors' remuneration |
| ||
| Audit - fees payable to the Company's auditor for the audit of the parent company and consolidated accounts | 8,000 | 15,000 | |
| Fees payable to the Company's auditor for other services: | |||
| - other services pursuant to legislation | - | 1,850 | |
| - tax services | 4,747 | 4,120 | |
| - other services | 4,120 | 150 | |
| Other employee benefit expense | 198,126 | 225,463 | |
| Other administrative expenses | 162,589 | 57,422 | |
| 377,582 | 304,005 | ||
4. Staff costs
| Staff costs, including Directors' remuneration, were as follows: | |||
| Period to31 March 2009 | Year to31 December 2007 | ||
| £ | £ | ||
| Wages and salaries | 75,645 | 83,697 | |
| Social security costs | 9,335 | 3,145 | |
| Defined contribution pension costs | - | 25,475 | |
| Share based payments | 113,146 | 113,146 | |
| 198,126 | 225,463 | ||
| The average monthly number of employees, including Directors, during the period was : | 5 | 5 | |
5. Directors' remuneration
| Period to31 March 2009 | Year to31 December 2007 | ||
| £ | £ | ||
| Emoluments | 75,645 | 83,697 | |
| Social security costs | 9,335 | 3,145 | |
| 84,980 | 86,842 |
6. Taxation
Income tax
Tax charge for the period
No taxation arises on the result for the period because of the trading loss.
Factors affecting the tax charge for the period
The total charge for the period can be reconciled to the accounting loss as follows:
| Period to31 March 2009 | Year to31 December 2007 | ||||
| £ | £ | ||||
| Loss for the period before taxation | (3,289,636) | (300,718) | |||
| Loss for the period before tax multiplied by the applicable rate of UK small companies corporation tax of 20% (2007: 19%) | (657,927) | (57,136) | |||
| Expenses not deductible for tax | 22,702 | 21,593 | |||
| Capital losses | 583,419 | - | |||
| Tax losses for the period not relieved | 51,806 | 35,543 | |||
| - | - | ||||
The small companies rate of corporation tax in the UK changed to 20% with effect from 1 April 2008.
Factors affecting the tax charge of future periods
Tax losses available to be carried forward by the Company at 31 March 2009 against future profits are estimated to comprise trading losses of approximately £701,000.
A deferred tax asset amounting to approximately £140,000 (31 December 2007: £66,000) has not been recognised in respect of accumulated losses, as there is insufficient evidence that the asset will be recovered. There were no factors that may affect future tax charges.
7. Loss per share
The calculation of basic loss per share is based on the loss attributable to ordinary shareholders, as split between continuing and discontinued activities, divided by the weighted average of ordinary shares in issue being 330,869,482 (December 2007: 271,403,999) during the period. No option or warrant is potentially dilutive, and hence basic and diluted loss per share are the same.
There are warrants in issue over 11,403,051 ordinary shares which if exercised could potentially dilute future earnings per share.
8. Investment in subsidiary undertakings
| 31 March 2009 | 31 December 2007 | ||
| £ | £ | ||
| Company | |||
| Cost at 1 January 2008 | 2,382,690 | 2,382,690 | |
| Intercompany balances capitalised during period | 1,552,326 | - | |
| Disposed of during the period | (3,935,016) | - | |
| Cost at 31 March 2009 | - | 2,382,690 | |
During the period, the Company disposed of all of its subsidiary undertakings, all of which were wholly owned, being:
| Incorporated | Nature of business | |
| Energy Assets Limited | England and Wales | Meter asset management, datalogging and data provision services |
| EA Siteworks Services Limited | England and Wales | Provision of siteworks services |
| Sitework Support Services Limited | Scotland | Dormant |
| EA Energy Services Limited | England and Wales | Dormant |
| EA Data Services Limited | England and Wales | Dormant |
| EAM Assets Limited | England and Wales | Dormant |
Disposal of subsidiary undertakings
| £ | £ | ||
| Disposal proceeds (see notes 9 and 13) | 1,106,197 | ||
| Costs of disposal | (72,990) | ||
| Investments disposed in the period | (3,935,016) | ||
| Amounts due from subsidiaries disposed | (15,286) | ||
| (4,023,292) | |||
| Loss on disposal | 2,917,095 |
9. Trade and other receivables
| 31 March 2009 | 31 December 2007 | ||||
| £ | £ | ||||
| Amount due from subsidiaries | - | 1,227,698 | |||
| Other receivables | 515,239 | 7,384 | |||
| 515,239 | 1,235,082 | ||||
Other receivables of £515,239 at 31 March 2009 represent deferred consideration arising on the sale of Energy Assets Limited and is receivable in December 2009.
10. Called up share capital
| 31 March 2009 | 31 December 2007 | ||||
| £ | £ | ||||
| Authorised | |||||
| 500,000,000 Ordinary shares of 1p each | 5,000,000 | 5,000,000 | |||
| Allotted issued and fully paid | |||||
| Ordinary shares of 1p each | No. of Shares | Nominal value | |||
| £ | |||||
| Opening balance as at 1 January 2008 | 278,768,383 | 2,787,684 | |||
| Issued in period | 54,000,000 | 540,000 | |||
| Closing balance as at 31 March 2009 | 332,768,383 | 3,327,684 | |||
Significant shareholders are as disclosed in the Directors' report. There is no overall controlling party.
Options
No options were granted during the 15 month period to 31 March 2009. At 31 December 2007, the Company had granted executive options to subscribe for a total of 33,557,500 new ordinary shares in the Company. Following the disposal of Energy Assets Limited, these executives have left employment by the Company and in accordance with the provisions thereof, these options have lapsed. At 31 March 2009 there were no options outstanding.
Warrants
During the 15 month period to 31 March 2009 no warrants were granted and warrants to subscribe to 3,000,000 new ordinary shares in the Company lapsed upon the passage of time. Warrants to subscribe for 11,403,051 new ordinary shares in the Company are in issue as follows:
| No. of warrants | Exercise price | Exercisable | ||
| John Shaw | 600,000 | 1.0p | from 30 March 2005 to 29 March 2010 | |
| Martin Perrin | 100,000 | 1.0p | from 30 March 2005 to 29 March 2010 | |
| Stephen Barclay | 600,000 | 1.0p | from 30 March 2005 to 29 March 2010 | |
| Others | 700,000 | 1.0p | from 30 March 2005 to 29 March 2010 | |
| Ruegg & Co Limited | 2,000,000 | 1.5p | from 13 March 2007 to 13 March 2011 | |
| ICON EAM LLC | 7,403,051 | 1.5p | from 13 March 2007 to 13 March 2011 | |
| 11,403,051 |
The warrants outstanding at 31 March 2009 had a weighted average price of 1.4 pence and a weighted average remaining contractual life of 650 days.
11. Trade and other payables
| 31 March 2009 | 31 December 2007 | ||||
| £ | £ | ||||
| Trade payables | 5,274 | 28,388 | |||
| Social security and other taxes | 10,959 | 1,658 | |||
| Other payables and accruals | 17,685 | 22,000 | |||
| 33,918 | 52,046 | ||||
12. Capital commitments
There were no capital commitments authorised by the Directors or contracted for at 31 March 2009 (31 December 2007 £nil).
13. Contingent assets
On 9 January 2009, the Company sold its interest in Energy Assets Limited, a wholly owned subsidiary of the Company and its principal trading entity.
Under the terms of the sale agreement, the Company sold the entire issued share capital of Energy Assets Limited to Macquarie Energy Assets Holdings Limited, a wholly owned subsidiary of Macquarie Group Limited, for an aggregate consideration of up to £1,848,572 payable in three tranches:
(a) £590,953 of the consideration was paid to the Company at Completion;
(b) £590,953 of the consideration is to be paid to the Company on 31 December 2009. Of this amount, £515,239 is unconditional and £75,714 is conditional upon Alan McKeating and Philip Bellamy-Lee remaining in employment with Energy Assets Limited at 31 December 2009; and
(c) up to £666,666 of additional consideration is payable to the Company on or about 30 June 2010 conditional upon the net profit attributable to the activities of EAL and Pulse 24 Limited (a wholly owned subsidiary of Macquarie Group Limited) for the financial year ended 31 March 2010 being equal to or exceeding £3,000,000. Of this amount, £151,428 is conditional upon Alan McKeating and Philip Bellamy- Lee remaining in employment with Energy Assets Limited at 30 June 2010 and to the extent that profit is less than £3,000,000, the payment will be scaled down proportionately.
The Company has also disposed of its interests in other minor subsidiaries for a nominal sum.
14. Treasury policy and financial instruments
The Company operates informal treasury policies which include ongoing assessments of interest rate management and borrowing policy. The Board approves all decisions on treasury policy.
The Company has financed its activities by the raising of funds through the placing of shares together with warrants. There are no material differences between the book value and fair value of the financial assets.
The risks arising from the Company's financial instruments are liquidity and interest rate risk. The Directors review and agree policies for managing these risks and they are summarised below:
Liquidity and interest rate risk
The Company seeks to manage financial risk, to ensure sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. This is achieved by the close control of the Directors of the Company in the day to day management of liquid resources. Cash is invested in deposit accounts which provide a modest return on the Company's resources whilst ensuring there is limited risk of loss to the Company. The deposit accounts are held at Adam & Company Plc and the Company earns interest at rates that depend on the amount of money deposited at any one time.
There is no difference between the book values and fair values of the financial instruments in the current period or prior period.
15. Contingent liabilities
The Company sold the entire issued share capital of Energy Assets Limited to Macquarie Energy Assets Holdings Limited under a sale agreement, the terms of which provide for certain warranties to be given by the Company. It is not expected that any claim will arise thereunder.
16. Related party transactions
In the period the Company advanced loans of £324,628 to its subsidiary EAL, in addition to the balance already outstanding at 31 December 2007of £1,227,698. During the period the total amount of the loan of £1,552,326 was capitalised by EAL and the Company accepted 1,552,326 ordinary shares of £1 each in EAL to clear the debt. All the share capital in EAL was subsequently disposed and there was no remaining balance at the period end.
Note to the announcement:
The Report and Accounts will be posted to Shareholders, and will be available on the website www.eamplc.net
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS GIVEN that the Annual General Meeting of Energy Asset Management Plc will be held at 4.00 p.m. on 31 July 2009 at the offices of Chatsford Corporate Finance Limited, 1 Cornhill, London EC3V 3ND for the following purposes:
Ordinary Business
To receive the Report of the Directors and Auditors and the Financial Statements for the period ended 31 March 2009.
To elect Martin Perrin, who, having been appointed as a director since the last general meeting of the company, offers himself for election as a director of the company.
To re-elect John Shaw, who retires by rotation, as a director of the company.
To reappoint Littlejohn LLP as auditors and to authorise the board to fix their remuneration.
To consider whether any, and if so what, steps should be taken to deal with the position of the net assets of the Company being less than half of its called up share capital pursuant to section 142 of the Act.
That the Investing Policy (as described in the Directors' Report) be and is hereby approved for the purposes of the AIM Rules for Companies published by London Stock Exchange plc and that the Directors be and they are hereby authorised to take all such steps as they may consider necessary or desirable to implement the Investing Strategy.
As Special Business:-
To consider, and if thought fit pass, the following resolutions of which resolution 7 will be proposed as an ordinary resolution and resolutions 8 and 9 as a special resolution.
Ordinary Resolution
7. That the directors be and they are hereby generally and unconditionally authorised in accordance with the Companies Act 1985 ("the Act") to exercise all powers of the Company to allot relevant securities within the meaning of Section 80 of the Act up to the aggregate nominal amount of the authorised but unissued ordinary share capital of the Company immediately following the passing of this Resolution Provided that the authority hereby conferred shall operate in substitution for and to the exclusion of any previous authority given to the Directors pursuant to Section 80 of the Act and shall expire on the date falling 6 months after the next accounting reference date of the Company, or if earlier, at the conclusion of the next Annual General Meeting of the Company (unless previously renewed, varied or revoked by the Company in General Meeting) save that the Company may at any time before such expiry make an offer or agreement which would, or might, require equity securities to be allotted after such expiry and the Directors may allot relevant securities pursuant to any such offer or agreement as if the authority hereby conferred had not expired.
Special resolutions
8. That the Directors be and they are hereby empowered pursuant to Section 95 of the Act to allot or make offer or arrangements to allot equity securities (as defined in Section 94 of the Act) for cash as if Section 89(1) of the Act did not apply to any such allotment Provided that such power shall be limited to:-
(a) the allotment of equity securities in connection with a rights issue or any other pre-emptive offer in favour of holders of equity securities (excluding any shares held by the Company as treasury shares (as defined in section 162A (3) of the Act)) where the equity securities respectively attributable to the interests of all such holders are proportionate (as nearly as may be) to the respective amounts of equity securities held by them subject only to such exclusions or other arrangements as the directors may consider appropriate to deal with fractional entitlements or legal or practical difficulties under the laws of or the requirements of any recognised regulatory body in any territory or otherwise; and
(b) the allotment (otherwise than pursuant to sub paragraph (a) above) of equity securities up to the aggregate nominal amount of the authorised but unissued ordinary share capital of the Company immediately following the passing of this Resolution,
and the power hereby conferred shall operate in substitution for and to the exclusion of any previous power given to the directors pursuant to Section 95 of the Act and shall expire on whichever is the earlier of the conclusion of the next Annual General Meeting of the Company or the date falling 6 months after the next accounting reference date of the Company unless such power is renewed or extended prior to or at such meeting except that the Company may before the expiry of any power contained in this Resolution make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of such offer or agreement as if the power conferred hereby had not expired.
2. To change the name of the Company to Ricmore Capital Plc.
By Order of the Board
M H W Perrin
Company Secretary
Registered Office
3 Hardman Square
Spinningfields
Manchester M3 3EB
Dated 25 June 2009
Notes:
By attending the Annual General Meeting members agree to receive any communications made at the meeting.
A member entitled to attend and vote at the above meeting is entitled to appoint a proxy or proxies to attend and vote instead of him. A proxy need not be a member of the Company. The appointment of a proxy will not preclude a member from attending and voting at the meeting in person should he subsequently decide to do so. A member may appoint more than one proxy in relation to the Annual General Meeting provided that each proxy is appointed to exercise rights attached to different shares.
A Form of Proxy is enclosed for the holders of Ordinary Shares.
The instrument appointing a proxy must reach the Company's registrars, Share Registrars Limited, Suite E, First Floor, 9 Lion and Lamb Yard, Farnham, Surrey GU9 7LL, not less than 48 hours before the holding of the meeting.
As permitted by Regulation 41 of the Uncertificated Securities Regulations 2001, members who hold shares in uncertificated form must be entered on the Company's register of members not less than 48 hours before the holding of the meeting in order to be entitled to attend and/or vote at the meeting in respect of the number of shares registered in their name at such time. Changes to entries on the register of members after that time will be disregarded in determining the rights of any person to attend and/or vote at the meeting.