TIDMALR
RNS Number : 7775D
Alternative Energy Limited
01 April 2014
For immediate release 1 April 2014
ALTERNATIVE ENERGY LIMITED
("AEL" or "the Company")
Interim Results for the six month period to 30 June 2013
The Board of Alternative Energy Limited (AIM: ARL.L) announces
its Unaudited Interim Condensed Consolidated Financial Information
for the six month period from 1 January 2013 to 30 June 2013.
Highlights
- Distributorship agreements with both PT Graha Rajawali Pratama
("GRP") and the Jembo Cable Group for lighting products.
- A revenue producing pipeline is being developed in both
lighting, next generation solar technology and consulting
engineering.
- An agreement for up to US$10m worth of 5% Convertible Notes
due in 2017 has been reached with Advance Capital Partners and the
Advance Opportunities Fund.
- the Company may issue up to US $10million in up to four
tranches of Notes, convertible into shares in the company.
- Each tranche of US$2.5 million is further sub divided into sub
tranches of US$50,000 (in the case of the first two tranches) or
$100,000 (in the case of the third and fourth tranche).
- Each of the Note issue bears interest at 5% per annum and matures 36 months after its issue.
- The Notes are convertible at either 135% of the average
trading prices of the Company's shares for the forty five days
prior to the issue of the relevant tranche, or 80% of the average
trading price for any three consecutive trading days in the forty
five days prior to conversion.
- New markets have been opened for the new generation of street
lights from Thailand, Ukraine and Iraq.
- There is a pipeline of new technologies and patents being filed.
Chairman's Statement
The interim financial statements presented in this review are
now released some time after the publication of the results for the
financial period from 1 September 2011 to 31 December 2012, in
which I reported on the situation as I saw it as at 28 June 2013.
This delay was the result of the Company awaiting clarification in
respect of a number of initiatives and discussions, in particular
relating to its working capital and revenues. The extended
suspension of the Company's shares is regretted, but was considered
necessary as the Company has been engaged in a number of
discussions about its future during the period of the last six
months.
The majority of 2013, was spent securing, finalising and
pursuing the Company's arrangements with PT Mega Urip Pesona
("MUP"), which were signed on 12 April 2013. Since that time the
Company has been engaged in a number of projects and competitive
bids in Indonesia and has also entered into distributorship
arrangements with both PT Graha Rajawali Pratama ("GRP") and the
Jembo Cable Group in respect of its lighting products. These
arrangements are intended to ensure that the Group finally starts
to develop a revenue producing pipeline both in lighting, next
generation solar technology and consulting engineering. The Company
has recently received its first order from GRP for street lights
and is in discussions with Jembo Cable with a view to potentially
establishing an assembly plant in Indonesia which will enable the
Group to participate in larger street lighting contracts.
Whilst the initial solar farm projects with MUP have been
delayed due to policy shifts inside Indonesia the Company is
continuing to work with MUP on other projects which will utilize
the Company's eRoof technologies and where the Company has an
advantage. Both MUP and the Company are finding that the overall
market for solar farm energy generation using conventional panels
is growing very slowly and the Company's resources are best
directed at projects where its technologies give it an
advantage.
The Company did not complete in full its fund raising from the
Preferential Offering and the commitment for US$1 million, as
announced on 28 March 2013 never materialised, but the Company has
partially made up for that by placing a further 50 million shares
for cash at 0.5 cents per share. I am also continuing to support
the Company with my convertible loan agreement in respect of which
nearly four million US dollars has been drawn out of seven
million.
Having adequate working capital in order to enable management to
focus on revenue generation and operational matters will be
critical in enabling the Company to capture the new opportunities
which are currently being harvested. In this respect, the Company
has agreed to engage in a program for the issue of up to US$10m
worth of 5% convertible Notes due in 2017 ("Notes") with Advance
Capital Partners and the Advance Opportunities Fund. Under this
program the Company may issue up to four tranches of Notes,
convertible into shares in the company. Each tranche of US$2.5
million is further sub divided into sub tranches of US$50,000 (in
the case of the first two tranches) or $100,000 (in the case of the
third and fourth tranches).
Each of the Notes issue bears interest at 5% per annum and
matures 36 months after its issue. The Notes are convertible at
either 135% of the average trading prices of the Company's shares
for the forty five days prior to the issue of the relevant tranche,
or 80% of the average trading price for three consecutive trading
days in the forty five days prior to conversion. The Company may
decide to decline to draw down Notes in tranches 2,3 or 4 and may
also redeem the Notes rather than convert them in the event that
the Conversion price is less than 65% of the average closing price
of the shares in the forty five day prior to conversion. It is a
condition of our ELN Programme that we enable the Company's shares
to trade on the SETS system in London, which we hope will add
liquidity to our shares and make it easier for overseas investors
to trade.
It is fair to say that the success of the Company's strategies
and its future will depend on the generation of adequate revenues
from its current efforts in Indonesia and elsewhere, and on the
management being able to turn their attention from fundraising to
operational matters and sales. If these proceed as contemplated in
our various arrangements, then the Company will be able to widen
its markets and the scope of its activities. It is also fair to say
that the Company has probably spent too much time focusing on
Indonesia over the past couple of years and therefore strategically
the Company is expecting to broaden its net and follow up on
outstanding business opportunities and invitations from other
markets during 2014.
The whole of the team at the Company has worked extremely hard
to meet client requirements in a difficult and changing
environment, which has seen us competing with much larger
companies. We have good reason to be confident, but many decisions
remain outside our control.
In terms of AEL's technology, Dr Tay and Dr Goh continue to
advance and refine the Company's products, and new patents continue
to be granted, including, most recently two patents in Japan. The
Company has a pipeline of new technologies, in respect of which it
is ready to file patents, including further versions of the eRoof
and certain energy storage solutions, but we have been cautious in
incurring further fees in respect of intellectual property matters
until our working capital and revenue position is stronger. In this
respect, we will probably take advantage of the availability of the
ELN Programme to ensure we protect key technologies.
In terms of the actual deployment of our products and technology
we are now receiving orders for our new generation of street lights
from our Indonesian distributors and have opened new markets in
Thailand, Ukraine and Iraq. We are also processing our first orders
for our latest low cost "G" variant eRoof from Indonesia and have
also begun to market this, together with the updated "eLive"
housing and "eLive" system house power generation system, as an
alternative to diesel gensets in the same markets. The fall in
overall solar cell prices has, as reported in my last statement,
made these products much more price competitive.
Myself and the AEL team will continue to do our utmost to ensure
that our vision for the future of green energy is met, and there
are signs across Asia, and particularly in Indonesia and China that
green energy is now really emerging as an accepted and viable
alternative to fossil fuels, our success will inevitably depend
also on the performance by our local partners.
As I said in my last statement, the coming months will be a
critical time for the Company but I continue to believe that our
business sector offers more opportunities for sustainable business
growth than almost any other, and I could not wish for a better
team with whom to meet the current challenges.
Christopher Nightingale
A copy of the interims is available on the Company's website
www.alternativeenergy.com.sg
For further information, please contact:
ALTERNATIVE ENERGY LIMITED
Richard Lascelles, Independent Non-executive Director Tel: +44 (0) 20 7408 1067
Eric Goh, Executive Director Tel: +65 68737782
BEAUMONT CORNISH LIMITED
Roland Cornish and Emily Staples Tel: +44 (0) 20 7628 3396
As published:
ALTERNATIVE ENERGY LIMITED AND ITS SUBSIDIARIES
STATEMENT BY DIRECTORS
In the opinion of Directors,
The unaudited interim condensed consolidated financial
information of Alternative Energy Limited ("the Company") and its
subsidiaries ("the Group") which comprise the statements of
financial position of the Group as at 30 June 2013, the statement
of comprehensive income, statement of changes in equity and
statement of cash flows of the Group and the related notes for the
financial period from 1 January 2013 to 30 June 2013 are drawn up
in accordance with the provision of the Singapore Companies Act,
Cap. 50 and International Financial Reporting Standards so as to
give a true and fair view of the state of affairs of the Group as
at 30 June 2013 and of the results, changes in equity and cash
flows of the Group for the financial period from 1 January 2013 to
30 June 2013.
As stated in Note 2, the management has a reasonable expectation
that the Group has adequate resources to continue in operational
existence for the foreseeable future and therefore, continue to
adopt the going concern basis in preparing the financial
information of the Group for the six months period ended 30 June
2013.
On behalf of the Board of Directors
______________________________ ______________________________
Christopher Nightingale Dr Goh Swee Ming
Director Director
Singapore
31 March 2014
REPORT ON REVIEW OF THE UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL INFORMATION OF ALTERNATIVE ENERGY LIMITED AND ITS
SUBSIDIARIES FOR THE SIX MONTHS PERIOD ENDED 30 JUNE 2013
Introduction
We have been engaged to review the accompanying unaudited
interim condensed consolidated financial information of Alternative
Energy Limited (the "Company") and its subsidiaries (the "Group"),
which comprises the statement of financial position, the condensed
consolidated statement of comprehensive income, the condensed
consolidated statement of changes in equity and the condensed
consolidated statement of cash flows and the related notes for the
six months ended 30 June 2013. Our responsibility is to express a
conclusion on the unaudited interim condensed consolidated
financial information based on our review.
This report is made solely to the Board of Directors and we do
not accept or assume responsibility to any party other than the
Board of Directors, for our works, for this report, or for the
conclusion we have formed.
Directors' Responsibilities
The interim financial report, including the financial
information contained therein, is the responsibility of and has
been approved by the directors. The directors are responsible for
preparing the half-yearly financial report in accordance with IAS
34 "Interim Financial Reporting", and the rules of the London Stock
Exchange for companies trading securities on the AIM, a market
operated by the London Stock Exchange which require that the
interim financial report be presented and prepared in a form
consistent with that which will be adopted in the Company's annual
accounts having regard to the accounting standards applicable to
such annual accounts.
Our Responsibility
Our responsibility is to express to the Company a conclusion on
the condensed set of financial information in the interim financial
report based on our review.
Our report has been prepared in accordance with the terms of our
engagement to assist the Company in meeting the requirements of the
rules of the London Stock Exchange for companies trading securities
on AIM and for no other purpose. No person is entitled to rely on
this report unless such a person is a person entitled to rely upon
this report by virtue of and for the purpose of our terms of
engagement or has been expressly authorised to do so by our prior
written consent. Save as above, we do not accept responsibility for
this report to any other person or for any other purpose and we
hereby expressly disclaim any and all such liability.
Scope of Review
We conducted our review in accordance with International
Standard on Review Engagements 2410, "Review of Interim Financial
Information Performed by the Independent Auditor of the Entity." A
review of unaudited interim condensed consolidated financial
information consists of making inquiries, primarily of persons
responsible for financial and accounting matters, and applying
analytical and other review procedures. A review is substantially
less in scope than an audit conducted in accordance with
International Standards on Auditing and consequently does not
enable us to obtain assurance that we would become aware of all
significant matters that might be identified in an audit.
Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that
causes us to believe that the accompanying unaudited interim
condensed consolidated financial information are not presented
fairly, in all material respects, in accordance with IAS 34.
Material Uncertainty Regarding Continuation as a Going
Concern
We draw your attention to Note 2 which indicates the Group has
been incurring losses for the current and past periods. The Group
has taken measures as described in Note 2 to secure the necessary
funding to meet its daily operation needs. If these measures
described in Note 2 fail to materialise, this could indicate an
existence of a material uncertainty which may cast significant
doubt about the Group's ability to continue as a going concern. Our
conclusion is not qualified in respect of this matter.
BDO LLP
Public Accountants and
Chartered Accountants
Singapore
31 March 2014
ALTERNATIVE ENERGY LIMITED AND ITS SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
1.1.2013 1.3.2012 1.9.2011
to to to
30.6.2013 31.8.2012 31.12.2012
Unaudited Unaudited Audited
Note US$ US$ US$
Revenue 5,661 11,290 12,324,954
Cost of sales (3,924) (8,644) (12,575,636)
Gross profit/(loss) 1,737 2,646 (250,682)
Other income 3,178 748 10,869
Administrative expenses (406,379) (458,506) (1,686,457)
Other expenses (662,353) (765,422) (3,326,528)
Finance cost - (2,679) -
Share of loss from equity-accounted
joint venture 7 - (44,790) (118,675)
Loss before income tax 3 (1,063,817) (1,268,003) (5,371,473)
Income tax 4 - - -
Loss for the financial
period (1,063,817) (1,268,003) (5,371,473)
----------- ----------- ------------
Other comprehensive loss
Exchange differences on
translating foreign joint
venture - - (15)
Other comprehensive loss
for the financial period,
net of tax - - (15)
----------- ----------- ------------
Total comprehensive loss
for the financial period (1,063,817) (1,268,003) (5,371,488)
=========== =========== ============
Attributable to equity
holders of the Company:
Loss for the financial
period (1,063,817) (1,268,003) (5,371,473)
Other comprehensive loss
for the financial period,
net of tax - - (15)
----------- ----------- ------------
(1,063,817) (1,268,003) (5,371,488)
=========== =========== ============
Loss per share (US$ cents)
Basic loss per share 5 (0.053) (0.082) (0.334)
Diluted loss per share 5 (0.046) (0.076) (0.324)
=========== =========== ============
The accompanying notes form an integral part of these financial
information.
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Unaudited Unaudited Audited
Note 30.6.2013 31.8.2012 31.12.2012
US$ US$ US$
Assets
Non-current assets
Plant and equipment 6 1,499 6,410 2,565
Investment in joint venture 7 - - -
Intangible assets 8 29,216,490 29,174,681 29,215,697
------------
29,217,989 29,181,091 29,218,262
------------ ------------ ------------
Current assets
Cash and cash equivalents 9 120,675 17,092 14,942
Trade and other receivables 10 2,260,338 1,257,439 3,146,340
2,381,013 1,274,531 3,161,282
------------ ------------ ------------
Less:
Current liabilities
Convertible loans 11 3,712,889 3,339,103 3,680,316
Trade and other payables 12 4,455,922 2,356,054 6,148,986
Provisions and deferred
Income 13 33,635 54,369 33,635
------------
8,202,446 5,749,526 9,862,937
------------ ------------ ------------
Net current liabilities (5,821,433) (4,474,995) (6,701,655)
------------ ------------ ------------
Net assets 23,396,556 24,706,096 22,516,607
------------ ------------ ------------
Equity
Issued capital 14 39,415,889 25,365,828 37,472,123
Capital reserve 14 - 11,706,297 -
Treasury shares 15 (56,400) (56,400) (56,400)
Share options reserve 16 1,480,000 1,480,000 1,480,000
Convertible loans reserve 17 252,794 201,162 252,794
Accumulated losses (17,695,727) (13,990,806) (16,631,910)
Foreign currency translation
reserve - 15 -
------------ ------------ ------------
23,396,556 24,706,096 22,516,607
============ ============ ============
The accompanying notes form an integral part of these financial
information.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Foreign
Share Convertible currency
Issued Capital Treasury options loans Accumulated translation
capital reserve shares reserve reserve losses reserve Total
US$ US$ US$ US$ US$ US$ US$ US$
Unaudited
Balance at 1 January
2013 37,472,123 - (56,400) 1,480,000 252,794 (16,631,910) - 22,516,607
Total comprehensive
loss for the
financial
period:
--------------------- ---------- -------- -------- --------- ----------- ------------ ------------ -----------
Loss for the
financial
period - - - - - (1,063,817) - (1,063,817)
Other comprehensive
loss:
Exchange differences
on translating
foreign joint
venture - - - - - - - -
--------------------- ---------- -------- -------- --------- ----------- ------------ ------------ -----------
Total comprehensive
loss for the
financial
period - - - - - (1,063,817) - (1,063,817)
Shares issued
during the financial
period 1,943,766 - - - - - - 1,943,766
Shares allotted
but not issued
during the financial
period - - - - - - - -
Grant of
equity-settled
share options
to employees - - - - - - - -
Reserve attributable
to equity components
of convertible
loans - - - - - - - -
Balance at 30
June 2013 39,415,889 - (56,400) 1,480,000 252,794 (17,695,727) - 23,396,556
========== ======== ======== ========= =========== ============ ============ ===========
The accompanying notes form an integral part of these financial
information.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Foreign
Share Convertible currency
Issued Capital Treasury options loans Accumulated translation
capital reserve shares reserve reserve losses reserve Total
US$ US$ US$ US$ US$ US$ US$ US$
Unaudited
Balance at 1 March
2012 21,768,397 1,137,062 (56,400) 1,348,219 201,162 (12,722,803) 15 11,675,652
Total
comprehensive
loss for the
financial
period:
------------------ ---------- ----------- -------- --------- ----------- ------------ ------------ -----------
Loss for the
financial
period - - - - - (1,268,003) - (1,268,003)
Other
comprehensive
loss:
Exchange
differences
on translating
foreign
joint venture - - - - - - - -
------------------ ---------- ----------- -------- --------- ----------- ------------ ------------ -----------
Total
comprehensive
loss for the
financial
period - - - - - (1,268,003) - (1,268,003)
Shares issued
during
the financial
period 3,597,431 (1,137,062) - - - - - 2,460,369
Shares allotted
but
not issued during
the financial
period - 11,706,297 - - - - - 11,706,297
Grant of
equity-settled
share options to
employees - - - 131,781 - - - 131,781
Reserve
attributable
to equity
components
of convertible
loans - - - - - - - -
Balance at 31
August
2012 25,365,828 11,706,297 (56,400) 1,480,000 201,162 (13,990,806) 15 24,706,096
========== =========== ======== ========= =========== ============ ============ ===========
The accompanying notes form an integral part of these financial
information.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Foreign
Share Convertible currency
Issued Capital Treasury options loans Accumulated translation
capital reserve shares reserve reserve losses reserve Total
US$ US$ US$ US$ US$ US$ US$ US$
Audited
Balance at 1
September
2011 19,400,355 3,505,104 (56,400) 981,260 201,162 (11,260,437) 15 12,771,059
Total
comprehensive
loss for the
financial
period:
------------------ ---------- ----------- -------- --------- ----------- ------------ ------------ -----------
Loss for the
financial
period - - - - - (5,371,473) - (5,371,473)
Other
comprehensive
loss:
Exchange
differences
on translating
foreign
joint venture - - - - - - (15) (15)
------------------ ---------- ----------- -------- --------- ----------- ------------ ------------ -----------
Total
comprehensive
loss for the
financial
period - - - - - (5,371,473) (15) (5,371,488)
Shares issued
during
the financial
period 18,071,768 (3,505,104) - - - - - 14,566,664
Shares allotted
but
not issued during
the financial
period - - - - - - - -
Grant of
equity-settled
share options to
employees - - - 498,740 - - - 498,740
Reserve
attributable
to equity
components
of convertible
loans - - - - 51,632 - - 51,632
Balance at 31
December
2012 37,472,123 - (56,400) 1,480,000 252,794 (16,631,910) - 22,516,607
========== =========== ======== ========= =========== ============ ============ ===========
The accompanying notes form an integral part of these financial
information.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
1.1.2013 1.3.2012 1.9.2011
to to to
30.6.2013 31.8.2012 31.12.2012
Unaudited Unaudited Audited
US$ US$ US$
Operating activities
Loss before income tax (1,063,817) (1,268,003) (5,371,473)
Adjustments for:
Amortisation of intangible assets 398 2,793 7,071
Gain on disposal of plant and
equipment (81) - (77)
Depreciation of plant and equipment 1,066 8,441 22,730
Interest expense - (2,679) -
Interest income - 748 (346)
Share options expense - 131,781 498,740
Share of loss from equity accounted
joint venture - 44,790 118,675
Reversal for unutilised leave - (17,571) (38,305)
Operating cash flows before movements
in working capital (1,062,434) (1,099,700) (4,762,985)
Trade and other receivables 886,002 (1,060,720) (2,553,118)
Trade and other payables (1,693,064) 1,589,672 5,454,459
----------- ----------- -------------
Net cash used in operations (1,869,496) (570,748) (1,861,644)
Interest paid - 2,679 -
----------- ----------- -------------
Net cash used in operating activities (1,869,496) (568,069) (1,861,644)
----------- ----------- -------------
Investing activities
Additions of intangible assets (1,191) - (58,286)
Withdrawal in pledged fixed deposits 14,204 81,625 85,058
Interest received - (748) 346
Proceeds from disposal of property
and equipment 81 - 77
Net cash from investing activities 13,094 80,877 27,195
----------- ----------- -------------
Financing activities
Net proceeds from issue of shares 1,943,766 - -
Proceeds from convertible loans 257,508 347,807 1,254,482
Repayment of convertible loans (224,935) (304,588) (244,897)
Net cash from financing activities 1,976,339 43,219 1,009,585
----------- ----------- -------------
Net change in cash and cash equivalents 119,937 (443,973) (824,864)
Cash and cash equivalents at
beginning of period 738 446,861 825,602
----------- ----------- -------------
Cash and cash equivalents at
end of period (Note 9) 120,675 2,888 738
=========== =========== =============
The accompanying notes form an integral part of these financial
information.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
INFORMATION
FOR THE FINANCIAL PERIOD FROM 1 JANUARY 2013 TO 30 JUNE 2013
1. General
The Company was incorporated in Singapore on 26 December 2006
under the name of Alternative Energy Pte. Ltd. On 11 July 2007 the
Company was converted into a public limited company and changed its
name to Alternative Energy Limited (the "Company"). The Company is
domiciled in Singapore. The registered office of the Company is at
1 Science Park Road, #02-09, The Capricorn, Singapore Science Park
II, Singapore 117528.
On 12 October 2007, the Company was successfully admitted to
trading on AIM, a market operated by the London Stock Exchange.
The principal activity of the Company is the provision of
technology, hardware and equipment for renewable energy and green
energy solutions. It also develops and makes investments or
acquisitions energy technologies, businesses and companies which
offer an alternative to conventional fossil fuel and nuclear
methods of generating household and industrial energy, as well as
performing management services (including marketing and other
necessary services) to its subsidiaries. The principal activities
of the subsidiaries are that of research and development of
renewable energies for household consumers and holding of
trademarks and intellectual properties. The Group's operation is
not subject to any seasonality or cyclicality.
The condensed interim financial statements were approved for
issue on 31 March 2014.
2. Basis of preparation
The unaudited interim condensed consolidated financial
information for the 6 months ended 30 June 2013 has been prepared
in accordance with International Accounting Standard 34, Interim
Financial Reporting.
The unaudited interim condensed consolidated financial
information does not include all the information and disclosures
required in the annual financial statements. Accordingly, this
report is to be read in conjunction with the Annual Report for the
16 months period ended 31 December 2012 and any public
announcements made by the Group during the interim reporting
period.
The unaudited interim condensed consolidated financial
information for the six months period ended 30 June 2013 do not
constitute statutory accounts and have been drawn up using
accounting policies and presentation expected to be adopted in the
Group's full financial statements for the financial year ending 31
December 2013, which are not expected to be significantly different
to those set out in note 2 to the Group's audited financial
statements for the 16 month period ended 31 December 2012.
The financial information for the 16 month period ended 31
December 2012 has been extracted from the statutory accounts for
that period. The auditor's report for the 16 month period ended 31
December 2012 was unqualified with an emphasis of matter paragraph
referring to the Group's abilities to continue as a going
concern.
The financial information for the 6 months ended 31 August 2012
has been extracted from the unaudited interim results for the six
months period ended 31 August 2012 released on 30 November 2012 and
audited results for the financial period ended 31 December 2012
released on 27 June 2013.
Going concern
The Group incurred a net loss of $1,063,817 for the six months
ended 30 June 2013 and as of that date, the Group's current's
liabilities exceeded its current assets by US$5,821,433.
In order to ensure that the Group remains a going concern, the
Group has taken further steps in order to strengthen its working
capital position as well as to generate operating revenues to meet
ongoing overheads. Further equity placements have been made by the
allotment of a further US$550,000 in share capital and the Group
has entered into a US$10,000,000 5% Equity Linked Note Program
("ENP"), details of which are set out in Paragraph 21 below. The
ELN Program, which will be accompanied a move to allow the trading
of the Company's shares on the SETS platform of AIM is intended to
enable the Group to draw down a steady stream of working capital as
required to fund any shortfall in operational revenues and to
enable the Group to meet its obligations to creditors. In addition
to this the Chairman has indicated his ongoing support for the
Company through his Convertible Loan.
The group has also started to generate revenues from sale of
street lights and solar equipment through its Indonesian
distributors and potentially through several new markets and it is
expected that operational revenues will henceforth play a larger
role in the financing of the Company's operations.
Given the accumulation of the above, the Group is actively
trading and is seeking to achieve profitability during the 2014
financial year, and we believe the Group will be able to meet its
current obligations and have adequate working capital for its.
Hence, the Directors are of the opinion that it is appropriate
to prepare the consolidated financial statements of the Group on a
going concern basis.
If the Group is unable to continue in operational existence for
the foreseeable future, the Group may be unable to discharge its
liabilities in the normal course of business and adjustments may
have to be made to reflect the situation that assets may need to be
realised other than in the normal course of business and at amounts
which could differ significantly from the amounts at which they are
currently recorded in the statements of financial position of the
Group and the Company. No such adjustments have been made to these
financial statements.
3. Loss before income tax
In addition to the information disclosed elsewhere in the
unaudited financial information, the Group's loss before income tax
is arrived at after charging/(crediting) the following:
1.1.2013 1.3.2012 1.9.2011
to to to
30.6.2013 31.8.2012 31.12.2012
Unaudited Unaudited Audited
US$ US$ US$
Administrative expenses
Employee benefits expense:
* Salaries and related costs 382,630 311,754 1,068,085
* Directors' fee - - 40,000
* Contributions to defined contributions plans 9,972 24,991 63,232
* Share options expense - 131,781 498,740
Other expenses
Amortisation of intangible
assets 398 2,793 7,071
Depreciation of plant and
equipment 1,066 8,441 22,730
Gain on disposal of plant
and equipment (81) - (77)
Exchange loss/(gain) 5,315 16,191 41,787
Operating lease expense -
rental of office premises
and equipment 158,957 157,407 384,777
Feasibility study expense - - 1,000,000
Professional fees 208,688 276,887 837,389
Research expense 20,854 9,774 51,202
========= ========= ==========
Employee benefits expense includes key management personnel
compensation which are disclosed in Note 19 to the financial
statements.
4. Income tax
The Group has no chargeable income for the 6 months period ended
30 June 2013 and 31 August 2012, and 31 December 2012. Accordingly,
no provision for income tax has been provided.
The income tax expense has been determined by applying the
Singapore income tax rate of 17% to loss before income tax and
total charge for the financial period can be reconciled to
accounting loss as follows:
1.1.2013 1.3.2012 1.9.2011
to to to
30.6.2013 31.8.2012 31.12.2012
Unaudited Unaudited Audited
US$ US$ US$
Reconciliation of effective
tax rate
Loss for the financial period (1,063,817) (1,268,003) (5,371,473)
=========== =========== ===========
Tax calculated at statutory
rate of 17% (180,849) (215,560) (913,150)
Effect of different tax rates
of overseas operations - - 1,668
Expenses not deductible for
tax purposes 195 51,628 342,062
Deferred tax assets not recognised 180,654 163,932 569,420
- - -
=========== =========== ===========
Deferred tax assets have not been recognised because it is not
certain whether future taxable profits will be available against
which the Group can utilise the benefits.
Subject to the agreement by relevant tax authorities, at the end
of the financial period, the Group had unutilised tax losses of
approximately US$12,600,000 (31.8.2012: US$11,299,000 and
31.12.2012: US$11,549,000), available for offset against future
taxable profits.
5. Basic and diluted loss per share
Basic loss per share is calculated by dividing the Group's loss
attributable to equity holders by the weighted average number of
ordinary shares in issue during the period.
For the purpose of calculating diluted loss per share, the
Group's net loss attributable to equity holders and the weighted
average number of ordinary shares in issue are adjusted for the
effects of all dilutive potential ordinary shares. The outstanding
are adjusted for the effects of all dilutive potential ordinary
shares. The Group has two categories of dilutive potential ordinary
shares convertible loans and share options.
Diluted earnings per share amounts are calculated by dividing
the loss attributable to ordinary equity holders of the Company by
the weighted average number of ordinary shares outstanding during
the financial year plus the weighted average number of ordinary
shares that would be issued on the conversion of all dilutive
potential ordinary shares into ordinary shares.
Convertible loans are assumed to have been converted into
ordinary shares at US$0.008 (31.8.2012: US$0.03 and 31.12.2012:
US$0.008) per share and net of any expenses amount owing from the
lender to the Company against the loan. The net loss is adjusted to
eliminate the interest expense less the tax effect.
For the share options, a calculation is done to determine the
number of shares that could have been acquired at fair value
(determined as the average annual market share price of the
Company's shares) based on the monetary value of the subscription
rights attached to outstanding share options. The number of shares
calculated as above is compared with the number of shares that
would have been issued assuming the exercise of the share options.
The differences are added to the denominator as an issuance of
ordinary shares for no consideration. No adjustment is made to
earnings.
The basic and diluted loss per share are calculated as
follows:
30 June 2013 31 August 2012 31 December 2012
Unaudited Unaudited Audited
Basic Diluted Basic Diluted Basic Diluted
US$ US$ US$ US$ US$ US$
Net loss attributable
to equity holders
of the Company 1,063,817 1,063,817 1,268,003 1,268,003 5,371,473 5,371,473
============= ============= ============= ============= ============= =============
Number of shares Number of shares Number of shares
Basic Diluted Basic Diluted Basic Diluted
US$ US$ US$ US$ US$ US$
Weighted average
number of ordinary
shares 2,017,916,568 2,017,916,568 1,543,124,675 1,543,124,675 1,610,613,978 1,610,613,978
Adjustments
for potentially
dilutive ordinary
shares - 284,207,296 - 119,964,167 - 47,894,377
Weighted average
number of ordinary
shares used 2,017,916,568 2,302,123,864 1,543,124,675 1,663,088,842 1,610,613,978 1,658,508,355
============= ============= ============= ============= ============= =============
Loss per share
(cents per share) 0.053 0.046 0.082 0.076 0.334 0.324
============= ============= ============= ============= ============= =============
6. Plant and equipment
Machinery,
office
equipment,
furniture
Office renovation Computers and fittings Total
US$ US$ US$ US$
Unaudited
30 June 2013
Cost
Balance at 1 January
2013 117,788 60,530 233,143 411,461
Disposal - (1,581) - (1,581)
----------------- --------- ------------- -------
Balance at 30 June
2013 117,788 58,949 233,143 409,880
----------------- --------- ------------- -------
Accumulated depreciation
Balance at 1 January
2013 117,788 58,996 232,112 408,896
Depreciation charge
for the
period - 693 373 1,066
Disposal - (1,581) - (1,581)
Balance at 30 June
2013 117,788 58,108 232,485 408,381
----------------- --------- ------------- -------
Net carrying amount
Balance at 30 June
2013 - 841 658 1,499
================= ========= ============= =======
Unaudited
31 August 2012
Cost
Balance at 1 March
2012 and
31 August 2012 117,788 60,530 233,143 411,461
----------------- --------- ------------- -------
Accumulated depreciation
Balance at 1 March
2012 117,788 56,473 222,349 396,610
Depreciation charge
for the
period - 1,848 6,593 8,441
----------------- --------- ------------- -------
Balance at 31 August
2012 117,788 58,321 228,942 405,051
----------------- --------- ------------- -------
Net carrying amount
Balance at 31 August
2012 - 2,209 4,201 6,410
================= ========= ============= =======
Machinery,
office
equipment,
Office furniture
renovation Computers and fittings Total
US$ US$ US$ US$
Audited
31 December 2012
Cost
Balance at 1 September
2011 117,788 62,026 233,143 412,957
Disposal - (1,496) - (1,496)
----------- --------- ------------- -------
Balance at 31 December
2012 117,788 60,530 233,143 411,461
----------- --------- ------------- -------
Accumulated depreciation
Balance at 1 September
2011 117,788 54,698 215,176 387,662
Depreciation charge
for the
financial period - 5,794 16,936 22,730
Disposal - (1,496) - (1,496)
----------- --------- ------------- -------
Balance at 31 December
2012 117,788 58,996 232,112 408,896
----------- --------- ------------- -------
Net carrying amount
Balance at 31 December
2012 - 1,534 1,031 2,565
=========== ========= ============= =======
7. Investment in joint venture
Unaudited Unaudited Audited
1.1.2013 1.3.2012 1.9.2011
to 30.6.2013 to 31.8.2012 to 31.12.2012
US$ US$ US$
Balance at the beginning
of the financial periods - 44,790 118,690
Share of loss - (44,790) (118,675)
Currency translation differences - - (15)
Balance at the end of the
financial periods - - -
============= ============= ==============
The details of the joint venture are as follows:
Country of
incorporation/
Joint venture Principal activities operation Effective equity interest
Unaudited Unaudited Audited
30 June 31 August 31 December
2013 2012 2012
Held by Alternative Energy
Holdings Limited % % %
Manufacture light The People's
fittings, street lights Republic
The Green and other lighting of
Light Company equipment China 50 50 50
The unaudited management financial information of the joint
venture are used for the equity accounting purposes in preparation
of the unaudited interim condensed consolidated financial
information of the Group.
The Group's interest (based on the paid-up capital ratio) in the
joint venture are as follows:
Unaudited Unaudited Audited
30 June 31 August 31 December
2013 2012 2012
US$ US$ US$
Assets and liabilities:
Total assets 131,799 104,658 113,245
Total liabilities 245,665 123,327 172,735
Net liabilities 113,866 18,669 59,490
============= ============= ==============
Unaudited Unaudited Audited
1.1.2013 1.3.2012 1.9.2011
to 30.6.2013 to 31.8.2012 to 31.12.2012
US$ US$ US$
Results
Revenue 1,778 - 95,432
Loss for the financial periods (45,719) (65,219) (343,498)
Group's share of joint venture's
loss for the financial periods - (44,790) (118,675)
============= ============= ==============
8. Intangible assets
Computer
Goodwill software Patents Trademarks Total
US$ US$ US$ US$ US$
Unaudited
30 June 2013
Cost
Balance at 1 January
2013 464,726 54,486 28,335,326 415,247 29,269,785
Additions - - - 1,191 1,191
Balance at 30 June
2013 464,726 54,486 28,335,326 416,438 29,270,976
-------- --------- ---------- ---------- ----------
Accumulated amortisation
Balance at 1 January
2013 - 54,088 - - 54,088
Amortisation for
the period - 398 - - 398
Balance at 30 June
2013 - 54,486 - - 54,486
-------- --------- ---------- ---------- ----------
Net carrying amount
Balance at 31 June
2013 464,726 - 28,335,326 416,438 29,216,490
======== ========= ========== ========== ==========
Computer
Goodwill software Patents Trademarks Total
US$ US$ US$ US$ US$
Unaudited
31 August 2012
Cost
Balance at 1 March
2012 464,726 54,486 14,144,764 397,070 15,061,046
Additions - - 14,166,664 - 14,166,664
Balance at 31 August
2012 464,726 54,486 28,311,428 397,070 29,227,710
-------- --------- ---------- ---------- ----------
Accumulated amortisation
Balance at 1 March
2012 - 50,236 - - 50,236
Amortisation for
the period - 2,793 - - 2,793
Balance at 31 August
2012 - 53,029 53,029
-------- --------- ---------- ---------- ----------
Net carrying amount
Balance at 31 August
2012 464,726 1,457 28,311,428 397,070 29,174,681
======== ========= ========== ========== ==========
Audited
31 December 2012
Cost
Balance at 1 September
2011 464,726 54,486 14,131,128 394,495 15,044,835
Additions - - 14,204,198 20,752 14,224,950
Balance at 31 December
2012 464,726 54,486 28,335,326 415,247 29,269,785
------- ------ ---------- ------- ----------
Accumulated amortisation
Balance at 1 September
2011 - 47,017 - - 47,017
Amortisation for
the period - 7,071 - - 7,071
Balance at 31 December
2012 - 54,088 - - 54,088
------- ------ ---------- ------- ----------
Net carrying amount
Balance at 31 December
2012 464,726 398 28,335,326 415,247 29,215,697
======= ====== ========== ======= ==========
Goodwill represents the excess of the cost of a business
combination over the interest in the fair value of identifiable
assets, liabilities and contingent liabilities acquired. Cost
comprises the fair values of assets given, liabilities assumed and
equity instruments issued plus any direct cost of acquisition.
Goodwill is stated at cost less any accumulated impairment
losses. Goodwill is allocated to cash generating units and is not
amortised but is tested annually for impairment or more frequently
if events or changes in circumstances indicate that it might be
impaired.
As at 30 June 2013, the management has assessed and determined
that the goodwill is not impaired. Such assessment and
determination require the management to make judgements, estimates
and assumptions. These estimates and associated assumptions are
continually evaluated and are based on historical experience and
other factors including expectations of future events or changes in
circumstances. Actual results may differ from these estimates.
During the financial period 1 September 2011 to 31 December
2012, the Company purchased part of these patents and technology
for a contractual purchase consideration of US$10 million by
issuing 333,333,334 new ordinary shares for the fair value of the
purchase consideration of US$14,166,664 as disclosed in Note 14 to
the financial statements.
For the purpose of the consolidated statement of cash flows, the
Group's additions to intangible assets during the period comprise
the following:
Unaudited Unaudited Audited
30 June 31 August 31 December
2013 2012 2012
US$ US$ US$
Additions to intangible assets 1,191 14,166,664 14,224,950
Non-cash transaction settlement
by issuance of new ordinary
shares (Note 14) - * (14,166,664) *(14,166,664)
--------- -------------- -------------
Purchase of intangible assets
by cash payment 1,191 - 58,286
========= ============== =============
* This represents fair value based on the Company's share price
at the relevant dates.
9. Cash and cash equivalents
Unaudited Unaudited Audited
30 June 31 August 31 December
2013 2012 2012
US$ US$ US$
Cash on hand and bank balances 120,675 2,888 738
Fixed deposits - 14,204 14,204
--------- --------- -----------
Cash and cash equivalents 120,675 17,092 14,942
Less: fixed deposits pledged
to banks - (14,204) (14,204)
--------- --------- -----------
Cash and cash equivalents
as per consolidated statements
of cash flow 120,675 2,888 738
========= ========= ===========
As at 31 August 2012, fixed deposits were pledged with the bank,
with original maturing periods of not more than 365 (31.12.2012:
365) days. Interest rate ranges from 0.075% (31.12.2012: 0.45% to
0.55%).
The Group's fixed deposits of US$ Nil (31.8.2012: US$14,204 and
31.12.2012: US$14,204) are pledged to bank for credit card facility
granted to the Company and a subsidiary.
10. Trade and other receivables
Unaudited Unaudited Audited
30 June 31 August 31 December
2013 2012 2012
US$ US$ US$
Trade receivables 610,368 10,984 4,505
Other receivables 177,472 111,745 56,088
Deposits 77,737 89,689 124,758
Prepayments 5,117 5,118 5,117
Amounts due from a related
party 1,280,972 1,039,903 2,555,872
Amounts due from a joint
venture 108,672 - -
Amounts due from a Chairman - - 400,000
--------- --------- -----------
2,260,338 1,257,439 3,146,340
========= ========= ===========
Trade receivables are unsecured, non-interest bearing and are
generally on 30 days' credit term.
Other receivables and amount due from a joint venture are not
past due, non-interest bearing and are repayable on demand.
Amounts due from a related party are unsecured, non-interest
bearing and are repayable on demand. The related party is Real
Capital International Limited, which is controlled by the Chairman.
This relates to sums held on trust by Real Capital International
Ltd, in connection with the Company's contracts with LDK Solar and
Ecotechworld which trust was created for purely logistical
reasons.
Amounts due from a joint venture are unsecured, non-interest
bearing and are repayable on demand.
As at 31 December 2012, amounts due from a Chairman related to
proceeds from new ordinary shares issued in November 2012 (Note 14)
received by Chairman and were unsecured, non-interest bearing and
repayable on demand.
11. Convertible loans
Unaudited Unaudited Audited
30 June 31 August 31 December
2013 2012 2012
US$ US$ US$
Convertible loans due to
a Chairman 3,712,889 3,339,103 3,680,316
========= ========= ===========
The convertible loans are denominated in United States dollar.
Convertible loans due to Chairman represents the residual amount of
convertible loans due to Christopher Nightingale after deducting
the fair value of the equity component and is made up as
follows:
Unaudited Unaudited Audited
31 August 31 December
30 June 2013 2012 2012
US$ US$ US$
Net proceeds of convertible
loans issued 6,599,043 6,139,473 6,341,535
Less: Liability components
at date of issue (6,346,249) (5,938,311) (6,088,741)
-------------- ----------- -----------
Equity components 252,794 201,162 252,794
Liability components at
date of issue 6,346,249 5,938,311 6,088,741
Less: Repayment (2,633,360) (2,599,208) (2,408,425)
-------------- ----------- -----------
Liability components at
end of financial period 3,712,889 3,339,103 3,680,316
============== =========== ===========
On 9 January 2013, the shareholders of the Company approved the
Company entered into the revised convertible loan agreement dated 3
October 2012 with Christopher Nightingale (Chairman). Pursuant to
the Revised Convertible Loan Agreement, the parties have determined
to increase the total facility to the Company to an aggregate
amount of US$7,000,000.
The salient terms and conditions of the Revised Convertible loan
agreement are summarised as follow:
- In the event of redemption by the Company of all or any of the
Revised Convertible Loan during its term, Christopher Nightingale
shall have the option to require the Company to draw the amount of
the Revised Convertible Loan in order to enable him to exercise his
Conversion Rights.
- The repayment period has extended from 9 January 2013 to 3 October 2014.
- An interest of 4% per annum be imposed.
- The lender shall have the right at any time during the term of
the loans to convert any part of the loans into ordinary shares of
the Company at US$0.008 share.
- In the event that the conversion of the Loan into Conversion
Shares does not take place either fully or partially, the Borrower
shall on the Repayment Date repay all outstanding sums of the Loan,
including the interest on Loan, in United States dollars.
- The Company may also set off any expenses or amount owing from
the Lender to the Company from time to time against the Loan.
12. Trade and other payables
Unaudited Unaudited Audited
30 June 31 August 31 December
2013 2012 2012
US$ US$ US$
Trade payable 2,583,650 - 3,239,649
Other payables 750,618 600,826 2,096,212
Accruals 181,032 117,384 215,954
Advance from customer - 1,155,550 -
Amount due to directors 340,622 482,294 597,171
Deferred Income 600,000
--------- --------- -----------
4,455,922 2,356,054 6,148,986
========= ========= ===========
Trade payables are non-interest bearing with a credit terms of
90 days.
No interest is charged on the other payables.
The amount owing to directors are unsecured, interest-free and
repayable on demand.
13. Provisions
Unaudited Unaudited Audited
30 June 31 August 31 December
2013 2012 2012
US$ US$ US$
Provision for unutilised
leave 12,440 33,174 12,440
Provision for reinstatement
cost 21,195 21,195 21,195
--------- -------------- -----------
33,635 54,369 33,635
========= ============== ===========
Provision for unutilised leave represents employee entitlements
to annual leave as a result of services rendered by employees up to
the statement of financial position date.
Provision for reinstatement cost is in relation to the
obligation for dismantlement, removal or restoration of office
premises.
Movements in the provisions are as follows:
Unaudited Unaudited Audited
30 June 31 August 31 December
2013 2012 2012
US$ US$ US$
Balance at beginning of financial
periods 33,635 71,940 71,940
Reversal during the financial
periods - (17,571) (38,305)
--------- --------- -----------
Balance at end of financial
periods 33,635 54,369 33,635
========= ========= ===========
14. Issued capital
Unaudited Unaudited Audited Unaudited Unaudited Audited
1.1.2013 1.3.2012 1.9.2011 1.1.2013 1.3.2012 1.9.2011
to 30.6.2013 to 31.8.2012 to 31.12.2012 to 30.6.2013 to 31.8.2012 to 31.12.2012
Number of ordinary shares US$ US$ US$
Issued and
fully-paid:
Balance
at beginning
of financial
periods 1,937,839,230 1,534,730,896 1,493,547,563 37,472,123 21,768,397 19,400,355
Issue of
new ordinary
shares 251,116,180 77,666,044 444,291,667 1,943,766 3,597,431 18,071,768
------------- ------------- -------------- ------------- ------------- --------------
Balance
at end of
financial
periods 2,188,955,410 1,612,396,940 1,937,839,230 39,415,889 25,365,828 37,472,123
============= ============= ============== ============= ============= ==============
Capital
reserve - 275,442,290 - - 11,706,297 -
============= ============= ============== ============= ============= ==============
In January 2011, the Company purchased patents from a related
party for a contractual purchase consideration of US$4 million
(which represents a fair value of US$7,666,667 based on the
Company's share price as at 27 January 2011) by issuing 133,333,333
ordinary shares of the Company to the related party as follows:
(a) US$4,161,563 of the 1(st) tranche has been settled by way of
issuing 72,375,000 new ordinary shares; and
(b) US$3,505,104 of the 2(nd) tranche (to be settled by way of
issuing 60,958,333 new ordinary shares) is included in capital
reserve as the shares have not been issued yet as at 31 August
2011. Subsequently, these shares have been allocated in different
batches and the capital reserve has been transferred to share
capital during the financial period ended
31 December 2012.
The Company has one class of ordinary shares. All issued
ordinary shares are fully paid and carry one vote per ordinary
share and also carry a right to dividends. There is no par value
for these ordinary shares.
During financial period 1 September 2011 to 31 December 2012,
the Company purchased patents from a related party for a
contractual purchase consideration of US$10 million (which
represents a fair value of US$14,166,664 based on the Company's
share price at the relevant date) by issuing 333,333,334 ordinary
shares of the Company to the related party as follows:
(a) US$2,460,367 of the 1(st) tranche has been settled by way of
issuing 57,891,044 new ordinary shares; and
(b) US$11,706,297 of the 2(nd) tranche has been settled by way
of issuing 275,442,290 new ordinary shares.
In November 2012, the Company issued 50,000,000 new ordinary
shares. These ordinary shares were issued at US$0.008. Cash
amounting to US$400,000 was raised from this exercise.
In March 2013, the Company issued 150,116,180 Preferential
Offering Shares to the Entitled Shareholders. The Company has
raised a total of US$1,200,929 at the issue price of US$0.008 per
Preferential Offering Share.
In April 2013, the Company issued 1,000,000 Preferential
Offering Shares from an Entitled Depositary Interest Holder. Cash
amounting to US$8,000 raised from this exercise, at the issue price
of US$0.008 per Preferential Offering Share.
In June 2013, the Company issued 100,000,000 Preferential
Offering Shares at US$0.008 per share. Cash amounting US$800,000.
The cost directly attributable to this issuance amounted to
US$65,164 has been deducted from the proceeds received.
15. Treasury shares
Unaudited Unaudited Audited Unaudited Unaudited Audited
30 June 31 August 31 December 30 June 31 August 31 December
2013 2012 2012 2013 2012 2012
Number of ordinary shares US$ US$ US$
Issued and
fully-paid:
Balance
at beginning
and end
of financial
periods 1,922,966 1,922,966 1,922,966 56,400 56,400 56,400
========= ========= =========== ========= ========= ===========
In September 2008, the Company acquired 40,042,966 of its own
shares from its shareholders through off-market purchases at an
average price of US$0.03 per share. The Company paid US$1,200,000
in cash to acquire the said shares. This amount was deducted from
issued share capital within the shareholders' equity. These bought
back shares are held as treasury shares.
In November 2009, the Company re-issued 19,370,000 treasury
shares to shareholders. These shares were issued at US$0.03. Cash
amounting to US$581,100 was raised from this exercise. There is no
gain or loss arising from this transaction.
In August 2010, the Company re-issued 18,750,000 treasury shares
to shareholders. These shares were issued at US$0.04. Cash
amounting to US$750,000 was raised from this exercise. Gain arising
from this transaction US$187,500 is recognised directly in
statement of changes in equity.
16. Share options reserve
Share options reserve represents equity-settled share options
granted to directors of the Company and employees of the Group. The
reserve is made up of cumulative value of services received from
share options holders recorded on grant of equity-settled share
options.
The movement of this account is disclosed in the statement of
changes in equity.
17. Convertible loans reserve
The convertible loans reserve represents the residual amount of
convertible loans after deducting the fair values of the liability
components. The movement in convertible loan is disclosed in the
statement of changes equity.
18. Share-based payments
The Employee Share Option Scheme (ESOS) enables Directors and
employees of the Company and its subsidiaries to subscribe for
ordinary shares in the capital of the Company, exercisable at
varying periods from the date of grant depending whether the
exercise price is set at market price in respect of that offer.
The ESOS Committee has on 5 May 2010 resolved to grant Incentive
Options to the employees of the Group under the existing
Alternative Energy Limited (AEL) ESOS scheme exercisable at US$0.03
per ordinary share.
Information in respect of the share options granted under the
Company's ESOS was as follows:
30 June 31 August 31 December
2013 2012 2012
Number of share options
('000) ('000) ('000)
Balance at beginning and
end of financial period 81,000 81,000 81,000
======= ========= ===========
81,000,000 share options were granted in the financial year
ending 31 August 2010. The estimated fair value of the share
options granted is US$1,480,000.
The fair value of share options as at the date of grant is
estimated by an external valuer using the Black-Scholes-Merton
model, taking into account the terms and conditions upon which the
options were granted. The options have the vesting period of 2
years and the inputs to the model used are shown below.
Risk-free Expected Share price
Expected interest life of Exercise at date
Date of grant volatility rate options price of grant
(%) (%) (years) (US$) (US$)
5 May 2010 21.5 2.72-3.72 5-10 0.03 0.04
19. Related parties transactions
For the purposes of these unaudited condensed consolidated
financial information, parties are considered to be related to the
Group if the Group has the ability, directly or indirectly, to
control the party or exercise significant influence over the party
in making financial and operating decisions, or vice versa, or
where the Group and the party are subject to common control or
common significant influence. Related parties may be individuals or
other entities.
In addition to the information disclosed elsewhere in the
unaudited condensed consolidated financial information, related
party transactions between the Group and the Company and its
related parties during the financial year were as follows:
Unaudited Unaudited Audited
1.1.2013 1.3.2012 1.9.2011
to 30.6.2013 to 31.8.2012 to 31.12.2012
US$ US$ US$
Purchased of patents (Note
8) - 14,166,664 14,166,664
Proceeds from convertible
loans 257,508 347,806 1,254,482
Payment on behalf of the
Chairman 224,935 304,588 244,897
Advances from a director 39,605 93,039 97,854
Receipt on behalf by Chairman - - 400,000
Advances to a joint venture 93,479 - -
============= ============= ==============
Key management compensation
Total
Fees/
Salary Defined Share
and related contribution option 1.1.2013 1.3.2012 1.9.2011
costs Bonus plans expense to 30.6.2013 to 31.8.2012 to 31.12.2012
US$ US$ US$ US$ US$ US$ US$
Executive Director
Christopher
Nightingale 120,000 - - - 120,000 131,597 320,000
Dr Goh Swee
Ming 77,556 - 1,322 - 78,878 102,990 360,651
Non-Executive
Director
Richard Lascelles - - - - - 26,356 144,685
Bay Yew Chuan - - - - - 26,356 144,685
Noel Meaney* - - - - - 26,356 124,685
Total Key Management
1.1.2013 to
30.6.2013 197,556 - 1,322 - 198,878
------------ ------ ------------- -------- =============
Total Key Management
1.3.2012 to
31.8.2012 178,278 - 3,596 131,781 313,655
=============
Total Key Management
1.9.2011 to
31.12.2012 556,746 24,186 15,034 498,740 1,094,706
==============
*Resigned on 29 November 2012.
The remuneration of Directors is determined by the Remuneration
Committee having regard to the performance of individuals and
market trends. The remuneration disclosed above includes only the
Directors as there is no personnel other than Directors who are
considered to be a member of key management of the Group.
20. Segment reporting
Management has determined the operating segments based on the
reports reviewed by chief operating decision-maker.
The chief operating decision-maker considers the business from
only a business segment perspective, as geographical, management
manages and monitors the business only from Singapore. Most of the
assets and liabilities are located in Singapore.
The principal operations of the Group relates the provision of
technology, hardware and equipment for renewable energy and green
energy solutions product in Asia Pacific and Europe region.
In presenting information on the basis of geographical segments,
segment revenue is based on the geographical markets.
Distribution of total revenue by geographical markets:
1.1.2013 1.3.2012 1.9.2011
to 30.6.2013 to 31.08.2012 to 31.12.12
Unaudited Unaudited Audited
US$ US$ US$
Asia Pacific 5,661 11,290 154,072
Europe - - 12,170,882
------------- -------------- ------------
5,661 11,290 12,324,954
============= ============== ============
The Group has one (31.8.2012: Nil and 31.12.2012: one) major
customer in which represent approximately 99% of the Group's total
revenue.
21. Subsequent events
Subsequent to the financial period ended 30 June 2013, the
Company released the following announcements in respect of the
transaction:
- On 18 July 2013, the Company placed an additional 4,500,000
Preferential Offering Shares at US$0.008 per share, raising an
additional US$24,320.
- On 25 October 2013, the company placed an additional
60,000,000 Preferential Offering Shares at US$0.005 per share with
Cuff Holdings Pte Ltd, raising an additional US$300,000.
- the Company has agreed to engage in a program for the issue of
up to US$10m worth of 5% convertible Notes due in 2017 ("Notes")
with Advance Capital Partners and the Advance Opportunities Fund.
Under this program the Company may issue up to four tranches of
Notes, convertible into shares in the company. Each tranche of
US$2.5 million is further sub divided into sub tranches of
US$50,000 (in the case of the first two tranches) or $100,000 (in
the case of the third and fourth tranches). Each of the Notes issue
bears interest at 5% per annum and matures 36 months after its
issue. The Notes are convertible at either 135% of the average
trading prices of the Company's shares for the forty five days
prior to the issue of the relevant tranche, or 80% of the average
trading price for three consecutive trading days in the forty five
days prior to conversion. The Company may decide to decline to draw
down Notes in tranches 2, 3 or 4 and may also redeem the Notes
rather than convert them in the event that the Conversion price is
less than 65% of the average closing price of the shares in the
forty five day prior to conversion. It is a condition precedent to
the commencement of the ELN Program that the Company's shares trade
on the SETS system in London which condition is currently being
fulfilled by the Company in conjunction with its Nominated
Adviser.
- On 31 March 2014 the company agreed to place a further
50,000,000 shares to Logarajah Subramanian for a consideration of
US$250,000.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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