TIDMPVCS

RNS Number : 6882N

PV Crystalox Solar PLC

26 September 2019

PV Crystalox Solar PLC

Interim report 2019

PV Crystalox Solar PLC (the "Group"), a long established supplier to the global PV industry now also providing slicing services for the high technology ceramics and optics industries in Germany announces Its unaudited interim results for the six month period ended 30 June 2019:.

Highlights

-- GBP38.5m (EUR44.1m) capital return (equivalent to 24 pence per share) for shareholders completed in June 2019

   --    Net cash of EUR9.6m 
   --    Focus now on transformation of German operations 

Financial Overview

   --    Revenues EUR0.3m (H1 2018: EUR6.2m) 
   --    Loss before taxes (EBT) EUR(1.4)m (H1 2018: Profit of EUR2.7m) 
   --    Net cash EUR9.6m (31 December 2018: EUR54.0m) 

Iain Dorrity, Chief Executive Officer, commented:

"As part of the continuing resolution of the Group's affairs, the Board is looking to reduce overheads further and is considering various options including streamlining the management team, restructuring the Board and reducing directors' salaries. The Board will continue to explore the options available to maximise any value from the listing of Group's shares on the Official List, while a further limited cash return and possible cancellation of the listing remain under consideration as alternative courses of action."

Enquiries:

   PV Crystalox Solar PLC                     +44 (0) 1235 437160 

Iain Dorrity, Chief Executive Officer

Matthew Wethey, Chief Financial Officer and Group Secretary

About PV Crystalox Solar PLC

PV Crystalox Solar a long established supplier to the global PV industry now also providing slicing services for the high technology ceramics and optics industries in Germany.

Chairman and Chief Executive's joint statement

The unfavourable PV market environment which had persisted since 2011 led initially to the closure of the Group's UK operations in 2017 and eventually necessitated the Group's exit from PV manufacturing and to major restructuring in Germany in 2018. Following an extensive review of the strategic options for the future of the Group the Board advised in March 2019 that returning a large proportion of available cash, as part of an orderly resolution of the Group's affairs, would be in the best interest of shareholders. A capital return of GBP38.5million (which was the maximum possible under a capital reorganisation) was duly completed in June 2019 following approval at a General Meeting held in May. In parallel the Board concluded that the transformation of the manufacturing operation in Germany would be preferable to closure and ultimately offers the potential for a favourable outcome for all stakeholders through a sale to a third party or a transfer of the business to the existing management team.

As part of the programme to transform the business in Germany, one of the two production buildings will be vacated by the end of 2019 and the operational facilities downsized and consolidated into the remaining building. Some silicon wafering capabilities are being retained as limited contract wafering is periodically carried out for a PV customer in Germany. The funded PV related research and development activities for which grants of EUR0.4 million were received in 2018 are continuing.

With around 20 employees now remaining in Germany the aim is to apply our wire sawing expertise to the cutting and slicing of a variety of materials other than silicon and to focus on the requirements of the optical, medical and semiconductor industries in Germany. Successful trials have been carried out in the cutting of glass, fused silica, alumina and other ceramics. While some of these customer relationships have already been consolidated into regular contracting business, progress has been hampered by the global slowdown in the semiconductor industry which is suffering its worst downturn in a decade.

On a positive note, there is a good prospect that further payments relating to a historic settlement of wafer supply contract with a customer which did not fulfil its obligations will be received and could result in cash inflows of up to EUR1 million during the next two years.

Financial Review

In the first half of 2019 the Group concentrated on slicing services for the high technology ceramics and optics industries in Germany following the restructure of German production operations and exit from PV manufacturing at the end of H1 2018. At the start of 2018 the Group was still manufacturing multicrystalline silicon wafers. As a result Group Revenues in H1 2019 of EUR0.3 million were 94% lower than in the same period in 2018 (EUR6.2 million).

The Group's loss before taxes was EUR1.4 million (H1 2018: profit of EUR2.7 million). This reduction in profitability was mainly driven by a decrease in other income and a larger currency loss in 2019 than in 2018 which was partially offset by improved gross margins, lower personnel costs, depreciation and impairment and other expenses.

Other income in H1 2019 of EUR0.3 million was EUR8.8 million lower than in H1 2018 when EUR9.1 million was recognised. In H1 2018 other income of EUR8.2 million was in relation to the settlement agreement from a customer, and EUR0.7 million from sales of uncapitalised assets and gains on disposal of assets. Currency losses of EUR0.6 million in H1 2019 were EUR0.5million worse than in H1 2018 and arose mainly on converting euro balances into sterling ahead of the return of capital.

Slicing services in 2019 delivered a gross profit of EUR0.1 million compared to a gross loss of 0.9 million in 2018, which included an inventory write down of EUR0.8 million. Personnel costs of EUR0.6 million in 2019 were EUR3.2 million lower than in 2018 following the restructuring in 2018 and the resulting lower employee numbers in 2019. Depreciation and impairment charges were negligible in 2019 but were EUR0.6 million in 2018 as a result of an impairment charge following the termination of multicrystalline silicon wafer operations. Other expenses were EUR0.2 million lower in the first six months of 2019 than in the same period last year.

The Group's net cash position at the end of the period was EUR9.6 million, which was EUR44.4 million lower than the net position of EUR54.0 million at the start of the year. This was primarily due to the return of capital which returned EUR44.1 million to shareholders.

Risk factors

The principal risks and uncertainties affecting the business activities of the Group were identified under the heading "Risk management and principal risks" in the Strategic Report on pages 5 and 6 of the 2018 Annual Report, a copy of which is available on the Group's website, www.pvcrystalox.com. The most significant of these risks, is the "Transfer pricing risk", whereby tax authorities may challenge the distribution of payments received under the arbitration settlement in 2018. The Group's position which is supported by its legal and tax advisers and is consistent with the treatment of a settlement received in 2012 is that there is no further tax due to tax authorities. In order to further mitigate this risk efforts are being made to engage with the authorities to get clarity and early resolution of this issue. In the view of the Board, the key risks and uncertainties for the remaining six months of the financial year continue to be those set out in the 2018 Annual Report.

Outlook

As part of the continuing resolution of the Group's affairs, the Board is looking to reduce overheads further and is considering various options including streamlining the management team, restructuring the Board and reducing directors' salaries. The Board will continue to explore the options available to maximise any value from the listing of Group's shares on the Official List, while a further limited cash return and possible cancellation of the listing remain under consideration as alternative courses of action. It should be noted that as the Group is a Standard listed company no shareholder approval is required for delisting.

    John Sleeman                                    Dr Iain Dorrity 
   Chairman                                             Chief Executive Officer 

25 September 2019

Consolidated statement of comprehensive income

for the six months ended 30 June 2019

 
                                                        Six months     Six months    Year ended 
                                                             ended          ended   31 December 
                                                      30 June 2019   30 June 2018          2018 
                                              Notes        EUR'000        EUR'000       EUR'000 
--------------------------------------------  -----  -------------  -------------  ------------ 
Revenues                                          2            284          6,171         6,308 
Cost of materials and services                               (200)        (7,075)       (7,378) 
Personnel expenses                                           (618)        (3,837)       (4,567) 
Depreciation and impairment of property, 
 plant and equipment and amortisation 
 of intangible assets                                          (7)          (640)         (655) 
Other income                                                   346          9,058         9,556 
Other expenses                                               (667)          (916)       (2,025) 
Currency (losses) / gains                                    (590)           (99)           324 
--------------------------------------------  -----  -------------  -------------  ------------ 
(Loss) / profit before interest and 
 taxes ("EBIT")                                            (1,452)          2,662         1,563 
Net finance income                                              37             24            64 
--------------------------------------------  -----  -------------  -------------  ------------ 
(Loss) / profit before taxes ("EBT")                       (1,415)          2,686         1,627 
Income taxes                                      3              -           (68)         (264) 
--------------------------------------------  -----  -------------  -------------  ------------ 
(Loss) / profit attributable to owners 
 of the parent                                             (1,415)          2,618         1,363 
--------------------------------------------  -----  -------------  -------------  ------------ 
 
  Other comprehensive income / (loss) 
Items that may be reclassified subsequently 
 to profit or loss: 
Currency translation adjustment                              1,371             77         (537) 
Actuarial loss on defined pension 
 scheme                                                          -              -         (126) 
--------------------------------------------  -----  -------------  -------------  ------------ 
Total comprehensive (loss) / income 
Attributable to owners of the parent                          (44)          2,695           700 
--------------------------------------------  -----  -------------  -------------  ------------ 
 
 
  Basic and diluted (loss) / earnings 
  per share (EPS) in Euro cents 
From (loss) / profit for the period 
 / year                                           4          (0.9)            1.7           0.9 
--------------------------------------------  -----  -------------  -------------  ------------ 
 

The accompanying notes form an integral part of these financial statements.

Consolidated balance sheet

as at 30 June 2019

 
                                                                                As at 
                                                   As at          As at   31 December 
                                            30 June 2019   30 June 2018          2018 
                                    Notes        EUR'000        EUR'000       EUR'000 
----------------------------------  -----  -------------  -------------  ------------ 
Intangible assets                                      -              -             - 
Property, plant and equipment                         48             64            51 
Other non-current assets                               -            400             - 
----------------------------------  -----  -------------  -------------  ------------ 
Total non-current assets                              48            464            51 
----------------------------------  -----  -------------  -------------  ------------ 
Cash and cash equivalents                          9,596         39,607        53,964 
Trade accounts receivable                             15          2,866            40 
Inventories                                           77            179           125 
Prepaid expenses and other assets                    297         14,655           537 
----------------------------------  -----  -------------  -------------  ------------ 
Total current assets                               9,985         57,307        54,666 
----------------------------------  -----  -------------  -------------  ------------ 
Total assets                                      10,033         57,771        54,717 
----------------------------------  -----  -------------  -------------  ------------ 
Trade accounts payable                                88            529            99 
Accrued expenses                                     634            509           911 
Provisions                                             -          1,005             - 
Tax liabilities                                      943          1,152         1,348 
Other current liabilities                             12            111            21 
----------------------------------  -----  -------------  -------------  ------------ 
Total current liabilities                          1,677          3,306         2,379 
----------------------------------  -----  -------------  -------------  ------------ 
Share capital                                        326         12,332        12,332 
Share premium                                          -         50,511        50,511 
Other reserves                                         -         25,096        25,096 
Shares held by the EBT                  5          (154)          (372)         (372) 
Share-based payment reserve                          139            294           162 
Reverse acquisition reserve                      (3,601)        (3,601)       (3,601) 
Retained earnings / (accumulated 
 losses)                                          15,365        (5,814)       (7,194) 
Currency translation reserve                     (3,719)       (23,981)      (24,596) 
----------------------------------  -----  -------------  -------------  ------------ 
Total equity                                       8,356         54,465        52,338 
----------------------------------  -----  -------------  -------------  ------------ 
Total liabilities and equity                      10,033         57,771        54,717 
----------------------------------  -----  -------------  -------------  ------------ 
 

The accompanying notes form an integral part of these financial statements.

Consolidated statement of changes in equity

for the six months ended 30 June 2019

 
                                                                                      Retained 
                                                            Share-                    earnings 
                                                  Shares     based      Reverse              /      Currency 
                    Share     Share      Other   held by   payment  acquisition   (accumulated   translation     Total 
                  capital   premium   reserves   the EBT   reserve      reserve        losses)       reserve    equity 
                  EUR'000   EUR'000    EUR'000   EUR'000   EUR'000      EUR'000        EUR'000       EUR'000   EUR'000 
---------------  --------  --------  ---------  --------  --------  -----------  -------------  ------------  -------- 
As at 1 January 
 2018              12,332    50,511     25,096     (372)       294      (3,601)        (8,431)      (24,059)    51,770 
Profit for the 
 period                 -         -          -         -         -            -          2,618             -     2,618 
Currency 
 translation 
 adjustment             -         -          -         -         -            -              -            77        77 
Total 
 comprehensive 
 income                 -         -          -         -         -            -          2,618            77     2,695 
---------------  --------  --------  ---------  --------  --------  -----------  -------------  ------------  -------- 
As at 30 June 
 2018              12,332    50,511     25,096     (372)       294      (3,601)        (5,813)      (23,982)    54,465 
---------------  --------  --------  ---------  --------  --------  -----------  -------------  ------------  -------- 
 
As at 1 January 
 2019              12,332    50,511     25,096     (372)       162      (3,601)        (7,194)      (24,596)    52,338 
---------------  --------  --------  ---------  --------  --------  -----------  -------------  ------------  -------- 
Share based 
 payment 
 charge                 -         -          -       218      (23)            -              -             -       195 
Shareholder 
 return                 -         -          -         -         -            -       (44,133)             -  (44,133) 
Capital 
 reorganisation  (12,006)         -          -         -         -            -          9,310         2,696         - 
Capital 
 reorganisation         -  (50,511)          -         -         -            -         34,823        15,688         - 
Capital 
 reorganisation         -         -   (25,096)         -         -            -         23,974         1,122         - 
 
Transactions 
 with 
 owners          (12,006)  (50,511)   (25,096)       218      (23)            -         23,974        19,506  (44,110) 
---------------  --------  --------  ---------  --------  --------  -----------  -------------  ------------  -------- 
Loss for the 
 period                 -         -          -         -         -            -        (1,415)             -   (1,415) 
Currency 
 translation 
 adjustment             -         -          -         -         -            -              -         1,371     1,371 
---------------  --------  --------  ---------  --------  --------  -----------  -------------  ------------  -------- 
Total 
 comprehensive 
 income                 -         -          -         -         -            -        (1,415)         1,371      (44) 
---------------  --------  --------  ---------  --------  --------  -----------  -------------  ------------  -------- 
As at 30 June 
 2019                 326         -          -     (154)       139      (3,601)         15,365       (3,719)     8,356 
---------------  --------  --------  ---------  --------  --------  -----------  -------------  ------------  -------- 
 

Consolidated cash flow statement

for the six months ended 30 June 2018

 
                                                   Six months     Six months    Year ended 
                                                        ended          ended   31 December 
                                                 30 June 2019   30 June 2018          2018 
                                                      EUR'000        EUR'000       EUR'000 
----------------------------------------------  -------------  -------------  ------------ 
(Loss) / profit before taxes                          (1,415)          2,686         1,627 
Adjustments for: 
Net interest income                                      (37)           (24)          (64) 
Depreciation, impairment and amortisation                   7            640           655 
Inventory writedown                                         -            778           591 
Credit / (charge) for retirement benefit 
 obligation and share-based payment charge                195              -         (132) 
Change in provisions                                        -          (379)       (1,385) 
Gain from disposal of property, plant and 
 equipment and intangibles                               (49)              -          (27) 
Losses in foreign currency exchange                      (20)              -           145 
                                                      (1,319)          3,701         1,410 
Changes in working capital 
Decrease in inventories                                    48          2,957         3,197 
Decrease / (increase) in accounts receivables             999        (1,353)         1,000 
Decrease in accounts payables and deferred 
 revenue                                              (1,258)          (825)         (329) 
Decrease in other assets                                  241          8,202        22,549 
Decreasein other liabilities                              (8)           (56)         (147) 
----------------------------------------------  -------------  -------------  ------------ 
                                                      (1,297)         12,625        27,680 
Income taxes paid                                       (405)              -             - 
Interest received                                          37             24            64 
----------------------------------------------  -------------  -------------  ------------ 
Net cash flows generated from / (used in) 
 operating activities                                 (1,665)         12,649        27,744 
----------------------------------------------  -------------  -------------  ------------ 
Cash flows from investing activities 
Proceeds from sale of property, plant and 
 equipment                                                 49              -            29 
Payments to acquire property, 
 plant and equipment and intangibles                      (4)            (8)          (12) 
----------------------------------------------  -------------  -------------  ------------ 
Net cash flows generated from / (used in) 
 investing activities                                      45            (8)            17 
----------------------------------------------  -------------  -------------  ------------ 
Cash flows from financing activities 
Capital return                                       (44,133)              -             - 
Interest paid                                               -              -             - 
----------------------------------------------  -------------  -------------  ------------ 
Net cash flows used in financing activities          (44,133)              -             - 
----------------------------------------------  -------------  -------------  ------------ 
Cash (used in) / generated from operations           (45,753)         12,641        27,761 
Effects of foreign exchange rate changes 
 on cash and cash equivalents                           1,385             86         (678) 
----------------------------------------------  -------------  -------------  ------------ 
Cash and equivalents at beginning of the 
 period                                                53,964         26,881        26,881 
----------------------------------------------  -------------  -------------  ------------ 
Cash and equivalents at end of the period               9,596         39,607        53,964 
----------------------------------------------  -------------  -------------  ------------ 
 

The accompanying notes form an integral part of these financial statements.

Notes to the consolidated interim financial statements

for the six months ended 30 June 2019

1. Group accounting policies

Basis of preparation

These condensed consolidated interim financial statements are for the six months ended 30 June 2019. They have been prepared in accordance with International Accounting Standard ("IAS") 34, 'Interim Financial Reporting'. They do not include all the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements of the Group for the year ended 31 December 2018.

The statements have been prepared applying the accounting policies and presentation that were applied in the preparation of the financial statements for the year ended 31 December 2018.

Going concern

The Group's directors are required to make an assessment as to whether it is appropriate to prepare the financial statements on a going concern basis by considering the Group's ability and intention to continue in business.

The Group have been operating a cash conservation strategy to maximise cash held and to enable the Group to manage its operations whilst market conditions remain difficult. A description of the market conditions and the Group's plans are included in the Strategic Report.

On 30 June 2019 there was a net cash balance of EUR9.6 million. As part of its normal business practice, the Group regularly prepares both annual and longer-term plans which are based on the directors' expectations concerning key assumptions. The directors, after careful consideration and after making appropriate enquiries, are of the opinion that the levels of net cash outflows remain low such that Group has sufficient cash to continue in operational existence for at least twelve months from the date of approval of the financial statements, in September 2020.

The Group intends to continue operations at PV Crystalox Solar Silicon GmbH, in Germany which involve the cutting of silicon and non-silicon materials together with a continued focus on research and development activities. A sale to a third party or a transfer of the business to the existing management team remains under consideration.

As a result of this assessment the directors have concluded that the Group has the ability and the intention to continue in business. It should be noted that whilst the Group and PV Crystalox Solar Silicon GmbH have been prepared on a going concern basis the operations at Crystalox Limited have not following the announcement on 13 July 2017 that Group intended to cease United Kingdom manufacturing operations in H2 2017.

Basis of consolidation

The Group financial statements consolidate those of the parent company and its subsidiary undertakings drawn up to 30 June 2019. Subsidiaries are entities over which the Group has the power to control the financial and operating policies so as to obtain benefits from its activities. The Group obtains and exercises control through voting rights.

The results of any subsidiary sold or acquired are included in the Consolidated Statement of Comprehensive Income up to, or from, the date control passes.

Consolidation is conducted by eliminating the investment in the subsidiary with the parent's share of the net equity of the subsidiary.

All intra-group transactions, balances, income and expenses are eliminated upon consolidation.

Functional and presentational currency

Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates (the "functional currency"). The functional currency of the parent company is Sterling. The financial information has been presented in Euros, which is the Group's presentational currency. The Euro has been selected as the Group's presentational currency as this is the currency used in its significant contracts. The financial statements are presented in round thousands.

2. Segment reporting

The chief operating decision maker, who is responsible for allocating resources and assessing performance, has been identified as the Group Board. The Group is organised around the production and supply of wafers from silicon and non-silicon materials. Accordingly, the Board reviews the performance of the Group as a whole and there is only one operating segment. Disclosure of reportable segments under IFRS 8 is therefore not made.

Geographical information for the six months ended 30 June 2019

 
                                                                  United   Rest of   Rest of 
                           Japan    Taiwan    Canada   Germany   Kingdom    Europe     World     Group 
                         EUR'000   EUR'000   EUR'000   EUR'000   EUR'000   EUR'000   EUR'000   EUR'000 
----------------------  --------  --------  --------  --------  --------  --------  --------  -------- 
Revenues 
By entity's country 
 of domicile                   -         -         -       284         -         -         -       284 
By country from which 
 derived                       -         -         -       179         -       105         -       284 
----------------------  --------  --------  --------  --------  --------  --------  --------  -------- 
Non-current assets* 
By entity's country 
 of domicile                   -         -         -        48         -         -         -        48 
----------------------  --------  --------  --------  --------  --------  --------  --------  -------- 
 

* Excludes financial instruments, deferred tax assets and post-employment benefit assets.

Three customers accounted for more than 10% of Group revenue each and sales to these customers were (figure in EUR'000):

1. Korea 105

2. Germany 75

3. Germany 51

Geographical information for the six months ended 30 June 2018

 
                                                                  United   Rest of   Rest of 
                           Japan    Taiwan    Canada   Germany   Kingdom    Europe     World     Group 
                         EUR'000   EUR'000   EUR'000   EUR'000   EUR'000   EUR'000   EUR'000   EUR'000 
----------------------  --------  --------  --------  --------  --------  --------  --------  -------- 
Revenues 
By entity's country 
 of domicile                   -         -         -       181     5,990         -         -     6,171 
By country from which 
 derived                       -     6,024         -        70         -         -        77     6,171 
----------------------  --------  --------  --------  --------  --------  --------  --------  -------- 
Non-current assets* 
By entity's country 
 of domicile                   -         -         -        64         -         -         -        64 
----------------------  --------  --------  --------  --------  --------  --------  --------  -------- 
 

* Excludes financial instruments, deferred tax assets and post-employment benefit assets.

** Includes sales of surplus polysilicon feedstock.

One Taiwanese customer accounted for more than 10% of Group revenue and sales to this customer was (figure in EUR'000): 6,024.

3. Income tax

The average taxation rate shown in the Consolidated Statement of Comprehensive Income is nil% (H1 2018: nil%).

The anticipated long-term average tax rate for the Group, normalised on the basis that the Group returns to profitability, is approximately 32%.

4. Earnings per share

Net earnings per share is computed by dividing the net loss for the period attributable to ordinary shareholders of EUR1.4 million (H1 2018: profit of EUR2.6 million) by the weighted average number of ordinary shares outstanding during the year.

Diluted net earnings per share is computed by dividing the (loss) / profit for the year by the weighted average number of ordinary shares outstanding and, when dilutive, adjusted for the effect of all potentially dilutive shares, including share options.

The calculation of the weighted average number of ordinary shares is set out below:

 
                                                          Six months     Six months 
                                                               ended          ended 
                                                        30 June 2019   30 June 2018 
-----------------------------------------------------  -------------  ------------- 
Number of shares                                         160,278,975    160,278,975 
Weighted average number of EBT shares held               (1,973,063)    (1,973,063) 
Share consolidation (including EBT shares)              (10,059,851)    (1,973,063) 
-----------------------------------------------------  -------------  ------------- 
Weighted average number of shares for basic earnings 
 per share calculation                                   148,246,061    158,305,912 
Dilutive share options                                       742,982      1,142,982 
-----------------------------------------------------  -------------  ------------- 
Weighted average number of shares for fully diluted 
 EPS calculation                                         148,989,043    159,448,894 
-----------------------------------------------------  -------------  ------------- 
 

5. Share Capital

Ordinary shares of 3.0206 pence each (2018: 5.2 pence)

 
                                              2019         2018 
-----------------------------------  -------------  ----------- 
Allotted, called up and fully paid 
At 1 January                           160,278,975  160,278,975 
Share consolidation                  (152,993,567)            - 
At 30 June                               7,285,408  160,278,975 
-----------------------------------  -------------  ----------- 
 

As a result of the Share Capital Consolidation Shareholders received 1 New Ordinary Share for every 22 Existing Ordinary Shares, effective from 7 June 2019.

6. Shares held by the Employee Benefit Trust ("EBT")

As at 30 June 2019 the EBT held 89,685 shares (1.2%) of the issued share capital in the Company (30 June 2018: 1,973,063 shares (1.2%)). It holds these shares in trust for the benefit of employees. Additionally, the cash balance held by the EBT on 30 June 2019 was EUR1,127,000 (30 June 2018: EUR605,000)

7. Return of Capital

In June 2019 a return of cash was made to all shareholders of 24 pence per share to shareholders on the register at the time of the Return of Capital, This was implemented through a reduction of the capital reserves. The reduction of the Company's share premium account and of the nominal value of the Ordinary Shares enable the Company to make a Return of Capital to Shareholders of EUR44.1 million in aggregate.

 
                              Six months     Six months 
                                   ended          ended 
                            30 June 2019   30 June 2018 
                                 EUR'000        EUR'000 
-------------------------  -------------  ------------- 
Total shareholder return          44,133              - 
-------------------------  -------------  ------------- 
 

8. Changes in contingent assets and liabilities

There were no changes in contingent assets and liabilities.

9. Related party disclosures

Related parties as defined by IAS 24 comprise the senior executives of the Group including their close family members and also companies that these persons could have a material influence on as related parties as well as other Group companies. During the reporting period, none of the shareholders had control over or a material influence in the parent company.

Transactions between the Company and its subsidiaries have been eliminated on consolidation.

10. Approval of interim financial statements

The unaudited consolidated interim financial statements for the six months ended 30 June 2018 were approved by the Board of Directors on 24 September 2019.

The financial information for the year ended 31 December 2018 set out in this Interim Report does not constitute statutory accounts as defined in Section 434 of the Companies Act 2006. The Group's statutory financial statements for the year ended 31 December 2018 have been filed with the Registrar of Companies. The Auditors' Report on those financial statements was unqualified and did not contain statements under Section 498(2) or Section 498(3) of the Companies Act 2006.

Statement of directors' responsibilities

to the members of PV Crystalox Solar PLC

The directors confirm that this condensed set of financial statements has been prepared in accordance with IAS 34, 'Interim Financial Reporting' as adopted by the European Union and that this Interim Report includes a fair review of the information required by the Disclosure and Transparency Rules of the Financial Services Authority, paragraphs DTR 4.2.7 and DTR 4.2.8.

The directors of PV Crystalox Solar PLC are listed at the end of this Interim Report and their biographies are included in the PV Crystalox Solar PLC Annual Report for the year ended 31 December 2018.

By order of the Board

Matthew Wethey

Chief Financial Officer and Group Secretary

25 September 2019

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

IR LLFEEAIIEFIA

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