TIDMPPG
RNS Number : 4387N
Plutus PowerGen PLC
29 January 2021
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 ("MAR"") (which
forms part of domestic UK law pursuant to the European Union
(Withdrawal) Act 2018). With the publication of this announcement
via a Regulatory Information Service, this inside information is
now considered to be in the public domain.
Plutus PowerGen Plc / Ticker: PPG / Index: AIM
29 January 2021
Plutus PowerGen plc
("Plutus", the "Group" or the "Company")
Final Results
Plutus PowerGen plc (AIM: PPG), an AIM Rule 15 cash shell,
announces its results for the year ended 30 April 2020.
Copies of the Annual Report and Accounts for the year ended 30
April 2020 will shortly be posted to shareholders and will be
available on the Company's website ( www.plutuspowergenplc.com )
shortly.
The Company also announces that it expects to publish its half
yearly report for the six months ended 30 October 2020 by 28
February 2021. The publication date utilises the permitted
extension of up to one month to complete and announce half yearly
reports, as per the guidance issued by AIM Regulation in the
"Inside AIM" publication dated 9 June 2020.
Plutus PowerGen PLC Tel: +44 (0) 20 8720 6562
Charles Tatnall, Executive Chairman
James Longley, Interim CEO and Finance
Director
Allenby Capital Limited ( Nominated Adviser Tel: +44 (0)20 3328 5656
and Joint Broker)
Nick Athanas
Nick Naylor
George Payne
Turner Pope Investments (TPI) Limited Tel: +44 ( 0) 20 3657 0050
(Joint Broker) Tel: +44 (0) 20 3700 2492
Andy Thacker
Pello Capital Limited (Joint Broker)
Mark Treharne
Tel: +44 (0)20 7236 1177
St Brides Partners Limited (Financial
PR)
Cosima Akerman
Chairman's Statement
Year to 30 April 2020
There is no doubt that the past year has been a challenging and
tumultuous year for the Group, an annus horribilis in most
respects. Before I go into detail with regard to some of these
events, I wish to explain how the loss of value to shareholders
occurred. Plutus had previously been awarded management contracts
to operate nine flexible energy generation ("FlexGen") sites which
are co-owned with Rockpool Investments LLP ("Rockpool"). In the
period under review we held 44.5% shareholdings, via Plutus
PowerGen plc ("PPG", the "Group" or the "Company) and Plutus
Energy, in each of these sites which rank behind the EIS investors
in terms of getting their capital returned and pari passu
thereafter. Plutus has had no influence over the running of the
nine co-owned entities which each have a single director. Plutus
does not have board representation on any of these companies which
are independent of Plutus. We merely have a shareholding and had a
management contract in each company and no influence beyond that or
on any events effecting the industry in which we operated.
We have also been informed by Rockpool that these shareholdings
are worthless, and we have therefore written them off in these
accounts, a sum of only GBP152. In addition, Rockpool have informed
us that we are unlikely to receive the accrued management fees that
are due. These accrued fees remain in Plutus Energy Limited which
has been spun out of Plutus PowerGen, further details of which are
set out below. As the management fees rank ahead of the equity held
by Rockpool and Plutus, but behind the debt owed to Rockpool by the
co-owned companies, we can only conclude that the equity has
limited value to Plutus and the Rockpool EIS investors, being some
GBP35million of losses to Rockpool EIS investors. The companies
also have loans owing to Rockpool. It is our belief that there is a
reasonable chance that these loans will be repaid as there is a
potential substantial value in the Capacity Mechanism ("CM")
contracts awarded to certain of the co-owned sites, together with
the residual value assets on each site.
The material events which adversely hit the operations of the
company commenced, in reality, on 27 August 2019 when the Group
received notice from the non-executive directors of Rockpool that
the Group's management contracts in connection with the existing
six Rockpool EIS funded FlexGen sites were to be terminated. The
notice gave Plutus a six-month notice period.
Further, on 18 October 2019, Mr Paul Lazarevic (the Company's
former Operations Director) stated that he considered that he had
ceased to be a director of Plutus with immediate effect. Mr
Lazarevic notified the Board that he had informed Rockpool
Investments, the directors of the Group's co-investee companies and
the main suppliers/contractors of the Group (including the
Company's nominated adviser) that he had ceased to be a director of
the Company. Mr Lazarevic's director's service contract and
consultancy agreement required that he give the Parent Company six
months prior written notice of termination. The Parent Company had
received no such notice. Shareholders should note that since the
recent spin off of Plutus Energy, completed in December 2020, the
rights to claim against Mr. Lazarevic have been assigned to Plutus
Energy Limited and no longer form part of PPG.
Following the departure of Paul Lazarevic, the Group was
potentially in breach of their management contracts with Rockpool
due to the Group not having the necessary competent personnel to
carry out the obligations stipulated in these management contracts.
Under the management contracts the Group had a 60-day period to
remedy this breach. Following a subsequent meeting between the
Group, Rockpool, the directors of Plutus's co-investee companies in
the FlexGen sites and third parties put forward by the Group to run
the FlexGen sites, the Group was informed that the third parties
had withdrawn their offer to run the sites for the period through
to the end of the notice period, being on 19 February 2020, as the
contracts potentially offered would be too short.
In addition, the Group announced, on 19 October 2019, that
Attune Energy's management contract with Plutus had been terminated
by Attune Energy on a three-month notice period and with effect
from 21 January 2020. The Group was therefore unable to manage this
standby diesel generation site due to not having the requisite
in-house operational expertise and having been unable to secure
appropriate sub-contractors to manage the site.
As a result of the above developments the Group had, with
immediate effect, ceased to receive management fees from its six
FlexGen sites and its management contract with Attune Energy. The
Group had 60 days from 21 October 2019 to remedy the breaches
following which the management fees would be re-instated until the
end of the notice periods which the company was unable to do. Such
fees accrue to Plutus Energy Limited, now demerged from Plutus
PowerGen plc.
REQUISITION OF GENERAL MEETING
To further compound matters, when management were strategising a
future for the Group, this was further compromised on 20 November
2019, by a requisition by JIM Nominees Limited ("JIM") requiring
the directors to call a general meeting of the Parent Company's
shareholders in accordance with the Companies Act. JIM was a member
of the Parent Company and a holder of in excess of 5% of the Parent
Company's current issued share capital. The requisition proposed
that shareholders be asked to consider ordinary resolutions to
remove all the current directors from the Board and to appoint
Nicholas Lee, David Horner and Dr Nigel Burton to the board of the
Parent Company.
The general meeting was held on 10 January 2020 and all the
resolutions failed and accordingly all the current directors
remained in place.
LOANS FROM CERTAIN DIRECTORS
On 21 January 2020, the Group entered into an agreement with
Charles Tatnall and James Longley, Chairman and Interim CEO of the
Parent Company respectively, for an unsecured loan facility (the
"Loan") of up to GBP150,000 (the "Loan Agreement") to alleviate the
working capital position of the Group. The Loan was used to meet
the Group's short-term working capital needs at the time. A total
of GBP75,000 was drawn down by the company under this facility.
The Loan was to carry interest on the principal amount
outstanding from time to time at the rate of 10 per cent. per annum
but was waived by the Directors.
DEMERGER, PLACING, DEBT CAPITALISATION AND CAPITAL
REORGANISATION
The Group therefore found itself in a position where it was
unable to realise its shareholdings in its co-investee companies
nor generate any revenue from them. It effectively had no operating
assets nor income. The directors therefore had to decide what was
the best way forward for the shareholders to enable them to
maximise value from the then situation.
On 9 October 2020, the directors therefore decided to convene a
general meeting of the Group to consider certain proposals
including the proposed demerger of Plutus Energy Limited, a capital
reorganisation, proposed debt capitalisation and a conditional
placing to raise gross proceeds of GBP600,000 at 0.02 pence per
share which was approved by the Parent Company's shareholders at a
general meeting held on 3 November 2020 and subsequent confirmation
of a Reduction of Capital by the High Court of Justice of England
and Wales. The transaction completed on 10 December 2020 at which
point Plutus Powergen plc became classified as an AIM Rule 15 cash
shell.
The demerged entity, Plutus Energy Limited, holds the Group's
shares in Attune Energy Limited and a receivable totalling GBP
656,856 in unpaid management fees owed to the Group together with
the litigation rights with the Company's ex Chief Operation
Officer, Mr Lazarevic. Rockpool did not provide the necessary
consents to enable Plutus to demerge their interests in the
remaining FlexGen sites and these remain held by Plutus, albeit
they are effectively worthless for the reasons detailed above. The
Company intends to demerge these interests from Plutus in due
course once consent is received from Rockpool.
The objective of the demerger was to create value for existing
shareholders through developing its existing energy assets in a
private vehicle and provide a continued investment in an AIM Rule
15 Cash Shell seeking to deploy the Company's cash resources
following completion of the Proposals towards the acquisition of an
operating business (or operating assets) with such an acquisition
constituting a reverse takeover under Rule 14 of the AIM Rules.
The Company raised GBP600,000 (before commissions and expenses)
through the proposed issue of the 3,000,000,000 Placing Shares at
the Placing Price. The Placing was arranged by Turner Pope as the
Company's joint broker. Pello Capital acted as sub-placing agent to
Turner Pope and have subsequently been appointed as joint broker to
the Company. The net proceeds of the Placing, estimated to be
GBP490,000, have been used by the Company to enable the settlement
of trade and other creditors, including fees owed to directors,
totalling approximately GBP275,000 and continue to be used by the
Company for general working capital purposes whilst it seeks a
suitable reverse takeover candidate.
Certain of the Directors, trade creditors and advisers agreed to
capitalise certain amounts that were either owed or contractually
due to be settled in the next 12 months totalling GBP266,094. The
debts were satisfied through the issue by the Company of
1,390,470,000 new Ordinary Shares at the Placing Price. These
included myself and James Longley capitalising debts totalling
GBP61,500 each including the GBP75,000 loan detailed earlier in
this statement.
STRATEGY AND FINANCING
Following its demerger of Plutus Energy Limited on 10 December
2020, capital reorganisation, placing to raise GBP600,000, and debt
capitalisation, the Company is an AIM Rule 15 Cash Shell and as
such is required to make an acquisition or acquisitions which
constitute a reverse takeover under AIM Rule 14 and is actively
pursuing opportunities to fulfil this requirement.
On 28 January 2021 the Company announced that it had entered
into convertible subscription agreements to raise GBP200,000,
before expenses, through the issue of unsecured convertible loan
notes (the "Convertible Loans"). The Company is raising the funds
to assist the Company in covering the additional costs of any
potential future reverse takeover transaction and for general
working capital purposes.
The Convertible Loans were placed with clients of Pello Capital
Limited, the Company's joint broker and placing agent for the
purposes of the issue of the Convertible Loans.
The key terms of the Convertible Loans are as follows:
-- 12-month term
-- 8% annual interest rate, payable in cash in arrears on 31
January, 30 April, 31 July and 31 October, with the first
instalment due to be paid on 30 April 2021
-- principal and accrued but unpaid interest will be convertible
at a 25 per cent. discount to the price of new ordinary shares that
are issued pursuant to a placing conducted simultaneous with the
re-admission of the ordinary shares of the Company to trading on
AIM becoming effective following an acquisition or acquisitions
which constitute a reverse takeover under Rule 14 of the AIM Rules
("Re-Admission")
-- convertible at the date of Re-Admission
-- unsecured
The Company expects to receive the funds from the issue of the
Convertible Loans by the beginning of February 2021.
DIVID
We do not propose to pay a dividend for the foreseeable
future.
INTERIM ACCOUNTS
The Company also announces that it expects to publish its half
yearly report for the six months ended 30 October 2020 by 28
February 2021. The publication date utilises the permitted
extension of up to one month to complete and announce half yearly
reports, as per the guidance issued by AIM Regulation in the
"Inside AIM" publication dated 9 June 2020.
OUTLOOK
I would like to thank my co-directors for their valued efforts,
as well as our partners, consultants and advisers who have provided
their expert support during this difficult year. We look forward to
sourcing and completing a successful acquisition or acquisitions
which will constitute a reverse takeover under AIM Rule 14 and
enable the directors to maximise value for the Company's
shareholders.
Charles Tatnall
Executive Chairman
29 January 2021
Strategic Report
Interim Chief Executive's Review
OPERATIONS
The year ended 30 April 2020 has again been a challenging one
with many changes to the operations and status of the Group as
detailed in the Chairman's Report.
We had reported last year that post year end the Group had
received notice, on 27 August 2019, from the non-executive
directors of Rockpool that its management of the existing Rockpool
EIS funded sites were to be terminated, on a six-month notice
period, without explanation. On 18 October 2019, Paul Lazarevic
unexpectedly left the Group. The directors believe that this was in
breach of contract and litigation is proceeding against Mr
Lazarevic, the rights to which have been transferred to Plutus
Energy Limited as part of the re-organisation detailed below and
are no longer held within PPG. We subsequently lost all the
management contracts for the co-owned investee companies despite
our efforts to sub-contract the operations of the Company to third
party contractors. The resignation of Mr Lazarevic therefore caused
the Group to be left with no revenue streams from late October
2019. Rockpool initiated a sales process of the operating sites,
advised by Jones Lang LaSalle, but were unable to attract any
suitable offers for the sites. Regardless of the foregoing, we have
written off the carrying value of the sites in these accounts being
GBP152 as the directors believe that, in the current circumstances,
there is no value to our 44.5% carried interests in these sites.
This write off is based largely on information given to us by
Rockpool that there is likely to be little or no value in the
equity of all nine co-owned investee companies (of which eight
remain held in Plutus Powergen Plc with the interest in Attune
Energy being held in Plutus Energy Limited, a private company). We
therefore no longer have an operating business.
RE-ORGANISATION
All our efforts have, therefore been spent on re-positioning the
Group for the future, to enable us to enhance shareholder value via
the spin off, placing, and becoming an AIM Rule 15 Cash Shell. The
Company is required to make an acquisition or acquisitions which
constitute a reverse takeover under AIM Rule 14. The company is
actively seeking an acquisition which fulfil the requirements of
being an AIM Rule 15 cash shell and such acquisition would
constitute a reverse takeover of the Company. Following its
reclassification as an AIM Rule 15 cash shell on 10 December 2020,
the Company is required to make an acquisition which constitutes a
reverse takeover under the AIM Rules by 10 June 2021, failing which
the Company's ordinary shares would be suspended from trading on
AIM pursuant to AIM Rule 40. The Company's admission to trading on
AIM would then be cancelled six months from the date of suspension,
should the reason for the suspension not have been rectified.
This process took some considerable time and effort and
culminated in the demerger of Plutus Energy Limited, a capital
re-organisation, a placing to raise GBP600,000 (before expenses)
and a proposed debt capitalisation, all of which completed in the
second week of December 2020. In order to effect the Demerger of
Plutus Energy, there was a bonus issue paid out of the Share
Premium Account of Plutus on the basis of one Plutus B Ordinary
Share for every one Ordinary Share held by a Shareholder on the
register of members on the Demerger Record Date. The Bonus Issue
was effected so that the Plutus Energy Shares may be transferred to
Shareholders as a repayment of capital. The Plutus B Ordinary
Shares were then cancelled pursuant to the Reduction of Capital by
reducing the Parent Company's share capital in accordance with the
provisions of the Act. This involved the cancellation of the Parent
Company's Share Premium Account and the capital thereon repaid to
Shareholders by the transfer of the Plutus Energy Shares.
The share capital of the company was further re-organised to
facilitate the placing raising GBP600,000 (before expenses). This
was required since the Placing Price was less than the nominal
value of 0.1 pence per existing ordinary share. The Companies Act
(as amended) prohibits the Parent Company from issuing ordinary
shares at a price below the nominal value. Accordingly, the Parent
Company sought shareholder approval to carry out the Capital
Reorganisation whereby each existing ordinary share was subdivided
into one New Ordinary Share and nine Deferred Shares. The Deferred
Shares have no rights, and the Company has not issued any
certificates or credited CREST accounts in respect of them and the
deferred shares have not been admitted to trading on AIM.
Following completion of the reorganisation the company has
adequate cash resources and working capital for 12 months. However,
the Company continues to consider its short-term funding options to
assist in covering the additional costs of any potential future
reverse takeover transaction and for the benefit of all
shareholders in PPG and accordingly announced on 28 January 2020
that the Company had entered into convertible subscription
agreements to raise GBP200,000, before expenses, through the issue
of unsecured convertible loan notes. The Company is raising the
funds to assist the Company in covering the additional costs of any
potential future reverse takeover transaction and for general
working capital purposes.
All shareholders immediately prior to the placing and debt
capitalisation have a pro rata shareholding in Plutus Energy
Limited which is now a private company. By undertaking the
foregoing processes, the shareholders at that time have the benefit
of a shareholding in both the listed company and the private
company and this gives the optimum chance of enhancing shareholder
value via these two routes.
James Longley
Interim Chief Executive Officer
29 January 2021
Financial Review
The Group's total revenue for financial year end 30 April 2020
amounted to GBP567,744 (2019: GBP1,275,000) with a profit before
tax of GBP320,841 (2019: loss before tax of GBP1,650,701). The
profit before tax figure includes a gain of approximately
GBP570,000 (2019: charge GBP124,408) in connection with share-based
payments due to the cancellation of the share option schemes. As at
30 April 2020 the Group's consolidated cash and cash equivalents
stood at GBP2,413 (2019: GBP45,177). The Group's cash balance at
the date of this report is GBP82,305, before the receipt of funds
from the convertible loan note announced on 28 January 2021.
The substantial reduction in revenue in the year ended 30 April
2020 reflects the loss of the management contracts above in the
period under review and the Group ceasing to receive management
fees from its FlexGen sites and Attune Energy management contract
with effect from October 2019.
Plutus Energy Limited, which is now spun off into a private
entity, is currently owed GBP 656,856 in accrued and deferred fees
from the co-investee companies. In the last financial year, the
directors performed an annual review on the goodwill created from
the acquisition of Plutus Energy Limited by PPG in 2014 and decided
to write off all of the GBP1,085,000 created via its acquisition as
none of the directors of Plutus Energy Limited were still in place
from the original acquisition and the company no longer had an
operational business, in the year ended 30 April 2019 (2020:
Nil).
During the year under review, revenue reduced to GBP567,744
(2019: GBP1,275,000) because of the cancellation of the management
contracts with the co-investee companies. Administrative expenses
have reduced to GBP814,959 (2019: GBP2,793,293) The prior year
included the GBP1,085,000 write off of goodwill. Nevertheless,
overheads have been reduced considerably in line with the reduced
operations and change of status of the company during the year to a
cash shell. Taxation is GBP0 in 2020 (2019: GBP0) and consequently
the basic and diluted profit per share from continuing operations
was 0.04p (2019: loss 0.22p). The company currently has
5,263,004,994 ordinary shares in issue. All share options have been
cancelled for the directors and the Rockpool warrants expire in May
this year. In connection with the placing referred to above
600,000,000 broker warrants were issued to Turner Pope, joint
broker to the Company of which 300,000,000 were transferred to
Pello Capital following completion of the Placing.
Key performance indicators
The key performance indicators are set out below:
2020 2019 Change
%
-------------------------- ---------- ------------ --------------
Turnover GBP567,744 GBP1,275,000 -82%
Cash and cash equivalents GBP2,413 GBP45,177 -95%
Closing share price 0.026p 1.26p -98%
Earnings per share 0.04p (0.22)p n/a%
-------------------------- ---------- ------------ --------------
Principal risks and uncertainties
The Board regularly reviews the risks facing the Company and
seeks to exploit, avoid or mitigate those risks as appropriate.
Financial risk management objectives and policies
Financial risk management objectives and policies of the Group
are set out in note 26 to the financial statements.
Being a small Group with only three directors and employees, the
directors believe that the COVID-19 pandemic is likely to have
little effect on the Group internally as the Group follows all the
government guidelines in that respect. However, there is no
guarantee that the effects of the pandemic do not, for example,
have an effect on our ambitions with regard to being an AIM Rule 15
Cash Shell and executing on a potential reverse takeover
transaction or transactions.
Promotion of the company for the benefit of the members as a
whole
The Director's believe they have acted in the way most likely to
promote the success of the Group for the benefit of its members as
a whole, as required by s172 of the Companies Act 2006.
The requirements of s172 are for the Directors to:
-- Consider the likely consequences of any decision in the long term,
-- Act fairly between the members of the Group,
-- Maintain a reputation for high standards of business conduct,
-- Consider the interests of the Group's employees,
-- Foster the Group's relationships with suppliers, customers and others, and
-- Consider the impact of the Group's operations on the community and the environment.
The Parent Company is quoted on AIM and its members will be
fully aware, through detailed announcements, shareholder meetings
and financial communications, of the Board's broad and specific
intentions and the rationale for its decisions.
When selecting investments, issues such as the impact on the
community and the environment have actively been taken into
consideration.
The Group pays its employees and creditors promptly and keeps
its costs to a minimum to protect shareholders funds.
Going concern
The Directors consider the Group has sufficient resources to
continue to actively seek an acquisition or acquisitions which will
constitute a reverse takeover under AIM Rule 14.
At the current time the Parent Company has adequate cash
resources and working capital for 12 months . However, the Company
is considering short term funding options to assist in covering the
additional costs of any potential future reverse takeover
transaction.
The Parent Company was reclassified as an AIM Rule 15 Cash Shell
on 10 December 2020. Following its reclassification as an AIM Rule
15 cash shell, the Company is required to make an acquisition which
constitutes a reverse takeover under the AIM Rules by 10 June 2021,
failing which the Company's ordinary shares would be suspended from
trading on AIM pursuant to AIM Rule 40. The Company's admission to
trading on AIM would then be cancelled six months from the date of
suspension, should the reason for the suspension not have been
rectified.
As stated above, the Directors have a reasonable expectation
that the Group has adequate resources to continue in operation or
existence for the foreseeable future thus we continue to adopt the
going concern basis in preparing the financial statements. Further
details regarding the adoption of the going concern basis can be
found in Note 4 of the financial statements.
The Parent Company's employees carry out their duties remotely,
via the network infrastructure in place. As a result, there was no
disruption to the operational activities of the Company during the
COVID-19 social distancing and working from home restrictions. All
key business functions continue to operate at normal capacity.
Principal Risks and Uncertainties
We have identified the principal risks to the Group achieving
its objectives, and risk management is regularly on the agenda of
the Board, Audit Committee and other senior management
meetings.
Risk
The Group is an AIM Rule 15 Cash Shell and as such is actively
seeking an acquisition or acquisitions which will constitute a
reverse takeover under AIM Rule 14. Funds are no longer being
raised for flexible energy generation, meaning that if a target is
not secured the group has no viable source of revenue
generation.
Potential Impact
Our business model now depends on our ability to find a suitable
acquisition target under AIM Rule 14 and/or the company raising
sufficient finance for such a transaction. If no target is found
the group's shares are suspended and after a further 6 months of
unsuccessful targeting the Groups shares are delisted.
Mitigation
The directors are actively in discussions with a number of
potential Reverse Take-over targets and providers of finance.
James Longley
Director
29 January 2021
GROUP S TATEMENT OF C OMPREHENSIVE I NCOME
For the year ended 30 April 2020
2020 2019
Note GBP GBP
--------------------------------------------- ------ ------------------ -------------
Continuing operations
Revenue - -
--------------------------------------------- ------ ------------------ -------------
Gross profit - -
Write off of investments (152) -
Administrative expenses (732,283) (2,315,294)
Share based payments 570,036 (124,408)
Other operating expenses 8 - -
--------------------------------------------- ------ ------------------ -------------
Operating gain/(loss) (162,399) (2,439,702)
Interest charge on loan note 18 (1,828) (8,000)
Other interest payable - -
--------------------------------------------- ------ ------------------ -------------
Gain/(Loss) before tax 6 (164,227) (2,447,702)
Tax 10 - -
--------------------------------------------- ------ ------------------ -------------
Net loss attributable to equity holders
of the Company and total comprehensive
loss from continuing operations (164,227) (2,447,702)
--------------------------------------------- ------ ------------------ -------------
Profit/(Loss) from discontinued operations,
net of tax 9 485,068 797,001
320,841 (1,650,701)
Earnings per share (pence per share):
Basic and diluted profit/(loss) per share
from continuing and total operations 11 0.04p (0.22)p
--------------------------------------------- ------ ------------------ -------------
There are no items of other comprehensive income.
STATEMENTS OF FINANCIAL POSITION
G ROUP AND C OMPANY S TATEMENTS OF F INANCIAL P OSITION
FOR THE YEARED 30 APRIL Group Company
2020
----------------- ----------- ------------------------
2020 2019 2020 2019
Note GBP GBP GBP GBP
---------------------------------- ------ ----------------- ----------- ----------- -----------
Non-current assets
Goodwill 14 - - - -
Investments in subsidiaries 12 - - 13,333 13,333
- - 13,333 13,333
---------------------------------- ------ ----------------- ----------- ----------- -----------
Current assets
Trade and other receivables 15 724,369 475,238 1,148,762 880,898
Investments held for sale 13 - 152 - 152
Cash and cash equivalents 16 2,413 45,177 1,000 44,988
---------------------------------- ------ ----------------- ----------- ----------- -----------
726,782 520,567 1,149,762 926,038
---------------------------------- ------ ----------------- ----------- ----------- -----------
Total assets 726,782 520,567 1,163,095 939,371
Current liabilities
Trade and other payables 17 (774,271) (325,203) (659,873) (236,452)
Borrowings 18 - (100,000) - (100,000)
---------------------------------- ------ ----------------- ----------- ----------- -----------
(774,271) (425,203) (659,873) (336,452)
---------------------------------- ------ ----------------- ----------- ----------- -----------
Net current (liabilities)/assets (47,489) 95,212 503,222 589,434
---------------------------------- ------ ----------------- ----------- ----------- -----------
Non-current liabilities
Borrowings - - - -
Total liabilities (774,271) (425,203) (659,873) (336,452)
---------------------------------- ------ ----------------- ----------- ----------- -----------
Net(liabilities)/assets (47,489) 95,364 503,222 602,919
---------------------------------- ------ ----------------- ----------- ----------- -----------
Equity
Share capital 19 1,678,056 1,630,784 1,678,056 1,630,784
Share premium account 20 7,830,970 7,748,243 7,830.970 7,748,243
Share option and warrant reserve 21 - 570,036 - 570,036
Loan note equity reserve 22 - 23,657 - 23,657
Retained losses 23 (9,556,515) (9,877,356) (9,005,804) (9,369,799)
---------------------------------- ------ ----------------- ----------- ----------- -----------
Equity attributable to owners
of the Company (47,489) 95,364 503,222 602,919
---------------------------------- ------ ----------------- ----------- ----------- -----------
The Company has elected to take the exemption under section 408
of the Companies Act 2006 not to present the parent company pro t
and loss account. The total comprehensive gain for the parent
company for the year was GBP503,222 (2019: loss of
GBP1,435,396).
The financial statements of Plutus PowerGen plc, registered
number 5859612, were approved by the Board of Directors and
authorised for issue on 29 January 2021.
They were signed on its behalf by:
James Longley
Director
G ROUP S TATEMENT OF C HANGES IN E QUITY
For the year ended 30 April 2020
Share Loan
Share Share option note Retained
capital premium reserve equity losses Total
GBP GBP GBP reserve GBP GBP
GBP
--------------- -------------- -------------- ----------- --------------- ------------------------ -------------
At 30 April
2018 1,529,450 7,241,576 445,628 23,657 (8,226,654) 1,013,657
--------------- -------------- -------------- ----------- --------------- ------------------------ -------------
Comprehensive
income for
the
year - - - - (1,650,701) (1,650,701)
Credit to
equity
in respect of
share-based
compensation
charge - - 124,408 - - 124,408
Issue of share
capital 101,333 506,667 - - - 608,000
--------------- -------------- -------------- ----------- --------------- ------------------------ -------------
At 30 April
2019 1,630,784 7,748,243 570,036 23,657 (9,877,355) 95,364
--------------- -------------- -------------- ----------- --------------- ------------------------ -------------
Comprehensive
income for
the
year - - - - 320,840 320,840
Write down of
loan note
equity
reserve (23,657) - (23,657)
Write down of
share option
reserve - - (570,036) - - (570,036)
Issue of share
capital 47,272 82,728 - - - 130,000
--------------- -------------- -------------- ----------- --------------- ------------------------ -------------
At 30 April
2020 1,678,056 7,830,971 - - (9,556,515) (47,489)
--------------- -------------- -------------- ----------- --------------- ------------------------ -------------
C OMPANY S TATEMENT OF C HANGES IN E QUITY
For the year ended 30 April 2020
Share Loan
Share Share option note Retained
capital premium reserve equity losses Total
GBP GBP GBP reserve GBP GBP
GBP
--------------- -------------- -------------- ----------- --------------- ------------------------ -------------
At 30 April
2018 1,529,450 7,241,576 445,628 23,657 (7,859,404) 1,380,908
--------------- -------------- -------------- ----------- --------------- ------------------------ -------------
Comprehensive
income for
the
year - - - - (1,510,3965) (1,435,395)
Credit to
equity
in respect of
share-based
compensation
charge - - 124,408 - - 124,408
Issue of share
capital 101,333 506,667 - - - 608,000
--------------- -------------- -------------- ----------- --------------- ------------------------ -------------
At 30 April
2019 1,630,784 7,748,243 570,036 23,657 (9,369,799) 602,919
--------------- -------------- -------------- ----------- --------------- ------------------------ -------------
Comprehensive
income for
the
year - - - - 363,996 363,996
Write down of
loan note
equity
reserve (23,657) - (23,657)
Write down of
share option
reserve - - (570,036) - - (570,036)
Issue of share
capital 47,272 82,728 - - - 130,000
--------------- -------------- -------------- ----------- --------------- ------------------------ -------------
At 30 April
2020 1,678,056 7,830,971 - - (9,005,803) 503,222
--------------- -------------- -------------- ----------- --------------- ------------------------ -------------
G ROUP AND C OMPANY S TATEMENTS OF C ASH F LOW
For the year ended 30 April 2020
Group Company
---------------------- ------------------- ------------------ -------------
2020 2019 2020 2019
Note GBP GBP GBP GBP
-------------------------- ------ ---------------------- ------------------- ------------------ -----------
Net cash (used
in)/generated
by in) operating
activities 27 (40,936) (691,239) 412,107 (212,091)
-------------------------- ------ ---------------------- ------------------- ------------------ -----------
Investing activities
Net (advances
to)/repayments
by subsidiary
undertaking - - (454,266) (421,128)
-------------------------- ------ ---------------------- ------------------- ------------------ -----------
Net cash (used
in)/generated
from investing
activities - - (454,266) (421,128)
-------------------------- ------ ---------------------- ------------------- ------------------ -----------
Financing activities
Conversion of loan notes (100,000) - (100,000) -
Proceeds of share issues 100,000 608,000 100,000 608,000
Interest paid (1,828) (8,000) (1,828) (8,000)
-------------------------- ------ ---------------------- ------------------- ------------------ -----------
Net cash generated
from/(used
in) financing activities (1,828) 600,000 (1,828) 600,000
-------------------------- ------ ---------------------- ------------------- ------------------ -----------
Net(decrease)/ increase
in cash and cash
equivalents (42,764) (91,239) (43,987) (33,219)
Cash and cash equivalents
at beginning of year 45,177 136,416 44,988 78,207
-------------------------- ------ ---------------------- ------------------- ------------------ -----------
Cash and cash equivalents
at end of year 17 2,413 45,177 1,001 44,988
-------------------------- ------ ---------------------- ------------------- ------------------ -----------
N OTES TO THE F INANCIAL S TATEMENTS
For the year ended 30 April 2020
1 - G ENERAL INFORMATION
Plutus PowerGen plc is a Company incorporated in the United
Kingdom under the Companies Act 2006. The address of the registered
office is given on page 24. The nature of the Group's operations
and its principal activities are set out in the Strategic Report on
pages 6 to 7 and in the
Chairman's Statement on pages 2to 5.
These financial statements are prepared on a going concern basis
and presented in pounds sterling which is the currency of the
primary economic environment in which the Group operates.
2 - S TATEMENT OF COMPLIANCE
The financial statements comply with IFRS as adopted by the
European Union. The following new and revised Standards and
Interpretations have been adopted in the current period by the
Group for the first time and do not have a material impact on the
Group.
IFRS 12 Disclosures of interests in other entities
A number of new standards and amendments to standards and
interpretations have been issued but are not yet effective and not
early adopted. None of these are expected to have
a significant effect on the financial statements of the Group.
3 - S IGNIFICANT ACCOUNTING POLICIES
B ASIS OF PREPARATION
The consolidated financial statements of PPG (the "Company") and
its subsidiaries (the "Group") have been prepared in accordance
with International Financial Reporting Standards (IFRS) as adopted
for use in the European Union ("EU") applied in accordance with the
provisions of the Companies Act 2006.
IFRS is subject to amendment and interpretation by the
International Accounting Standards Board ("IASB") and the
International Financial Standards Interpretations Committee ("IFRS
IC") and there is an ongoing process of review and endorsement by
the European Commission.
The consolidated financial statements have been prepared on the
historical cost basis except for certain financial instruments that
are measured at amortised cost, as explained
in the accounting policies below.
B ASIS OF CONSOLIDATION
The Group's consolidated financial statements incorporate the
financial statements of PPG (the "Company") and entities controlled
by the Company (its subsidiaries). Subsidiaries are entities over
which the Group has the power to govern the financial and operating
policies generally accompanying a shareholding of more than one
half of the voting rights. The existence and effect of potential
voting rights that are currently exercisable or convertible are
considered when assessing whether the Group controls another
entity.
Subsidiaries are fully consolidated from the date on which
control is transferred to the Group. They are de- consolidated from
the date that control ceases.
Inter-company transactions, balances and unrealised gains on
transactions between Group companies are eliminated. Profits and
losses resulting from inter-company transactions that are
recognised in assets are also eliminated.
Where necessary, adjustments are made to the financial
statements of subsidiaries to bring the accounting policies used
into line with those used by the Group.
T AXATION
The tax expense represents the sum of the tax currently payable
and deferred tax.
The tax currently payable is based on taxable profit for the
year. Taxable profit differs from net profit as reported in the
income statement because it excludes items of income or expense
that are taxable or deductible in other years and it further
excludes items that are never taxable or deductible. The Group's
liability for current tax is calculated using tax rates that have
been enacted or substantively enacted by the year end date.
Deferred tax is the tax expected to be payable or recoverable on
temporary differences between the carrying amounts of assets and
liabilities in the financial statements and the corresponding tax
bases used in the computation of taxable profit, and is accounted
for using the balance sheet liability method. Deferred tax
liabilities are generally recognised for
all taxable temporary differences and deferred tax assets are
recognised to the extent that it is probable that taxable profits
will be available against which deductible temporary differences
can be utilised. Such assets and liabilities are not recognised if
the temporary difference arises from the initial recognition of
goodwill or from the initial recognition (other than in a business
combination) of other assets and liabilities in a transaction that
affects neither the tax profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary
differences arising on investments in subsidiaries and associates,
and interests in joint ventures, except where the Group is able to
control the reversal of the temporary difference and it is probable
that the temporary difference will not reverse in the foreseeable
future.
The carrying amount of deferred tax assets is reviewed at each
year end date and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to allow
all or part of the asset to be recovered. Deferred tax is
calculated at the tax rates that are expected to apply in the
period when the liability is settled or the asset is realised.
Deferred tax is charged or credited in the income statement, except
when it relates to items charged or credited directly to equity, in
which case the deferred tax is also dealt with in equity.
Deferred tax assets and liabilities are offset when there is a
legally enforceable right to set off current tax assets against
current tax liabilities and where they relate to income taxes
levied by the same taxation authority and the Group intends to
settle its current tax assets and liabilities on a net basis.
R EVENUE
Revenue is measured at the fair value of the consideration
received or receivable.
Revenue is derived from the provision of management services
which are invoiced on a monthly basis and are recognised in the
period to which they relate. The revenue shown in the accounts is
all derived from discontinued operations.
F INANCIAL INSTRUMENTS
Financial assets and financial liabilities are recognised in the
Group's balance sheet when the Group becomes a party to
the contractual provisions of the instrument.
F INANCIAL ASSETS
Financial assets are classified into the following specified
categories: 'available for sale investments', 'loans and
receivables' and 'cash and cash equivalents'. The classification
depends on the nature and purpose of the financial assets and is
determined at the time of initial recognition.
L OANS AND RECEIVABLES
Trade receivables, loans and other receivables that have fixed
or determinable payments that are not quoted in an active market
are classified as loans and receivables. Loans and receivables are
initially measured at fair value and subsequently measured at
amortised cost using the effective interest method, less any
impairment. Interest income is recognised by applying the effective
interest rate, except for short-term receivables when the
recognition of interest would be immaterial.
C ASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash on hand and demand
deposits and other short-term highly liquid investments that are
readily convertible to a known amount of cash and are subject to an
insignificant risk of changes in value.
D ERECOGNITION OF FINANCIAL ASSETS
The Group derecognises a financial asset only when the
contractual rights to the cash flows from the asset expire; or it
transfers the financial asset and substantially all the risks and
rewards of ownership of the asset to another entity. If the Group
neither transfers nor retains substantially all the risks and
rewards of ownership and continues to control the transferred
asset, the Group recognises its retained interest in the asset and
an associated liability for amounts it may have to pay. If the
Group retains substantially all the risks and rewards of ownership
of a transferred financial asset, the Group continues to recognise
the financial asset and also recognises a collateralised borrowing
for the proceeds received.
E QUITY INSTRUMENTS
An equity instrument is any contract that evidences a residual
interest in the assets of the Group after deducting all of its
liabilities. Equity instruments issued by the Group are recorded at
the proceeds received net of direct issue costs.
The share capital account represents the amount subscribed for
shares at nominal value.
The share premium account represents premiums received on the
initial issuing of the share capital. Any transaction costs
associated with the issuing of shares are deducted from share
premium, net of any related income tax benefits.
The share option reserve represents the fair value, calculated
at the date of grant, of options unexercised at the balance sheet
date.
The loan note equity reserve represents the fair value,
calculated at issuance of the loan notes.
Retained losses include all current and prior period results as
disclosed in the statement of comprehensive income.
F INANCIAL LIABILITIES
Financial liabilities are recognised in the Group's balance
sheet when the Group becomes a party to the contractual provisions
of the instrument. All interest related charges are recognised as
an expense in finance cost in the income statement using the
effective interest rate method.
The Group's financial liabilities comprise trade and other
payables and borrowings.
Trade payables are recognised initially at their fair value and
subsequently measured at amortised cost less settlement
payments.
Borrowings represent convertible loans that are accounted for as
compound instruments. The fair value of the liability
portion of the convertible loan notes is determined using a
market interest rate for an equivalent non-convertible loan
note. This amount is recorded as a liability on an amortised
cost basis until extinguished on conversion or maturity
of the loan notes. The remainder of the proceeds is allocated to
the conversion option, which is recognised
and included in shareholders' equity, net of tax effects, and is
not subsequently re-measured.
P ROVISIONS
Provisions are recognised when the Group has a present
obligation as a result of a past event and it is probable that the
Group will be required to settle that obligation. Provisions are
measured at the Directors' best estimate of the expenditure
required to settle the obligation at the balance sheet date, and
are discounted to present value where the effect is material.
S HARE - BASED PAYMENTS
The Group has applied the requirements of IFRS 2 'Share-based
Payments'.
The Group issues equity-settled share based payments to certain
employees. Equity settled share based payments are measured at fair
value at the date of grant. The fair value determined at the grant
date of the equity settled share based payments is expensed on a
straight-line basis over the vesting period, based on the Group's
estimate of shares that will eventually vest and adjusted for the
effect of non-market based vesting conditions.
Fair value is measured by use of the Black Scholes model. The
expected life used in the model has been adjusted, based on
management's best estimate, for the effects of non-transferability,
exercise restrictions and behavioural considerations.
4 - C RITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
C RITICAL JUDGEMENTS IN APPLYING THE G ROUP ' S ACCOUNTING
POLICIES
In the application of the Group's accounting policies, which are
described in note 3, the Directors are required to make judgements,
estimates and assumptions about the carrying amounts of assets and
liabilities that are not readily apparent from other sources. The
estimates and associated assumptions are based on historical
experience and other factors that are considered to be relevant.
Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an
ongoing basis. Revisions to accounting estimates are recognised in
the period in which the estimate is revised if the revision affects
only that period; or in the period of the revision and future
periods if the revision affects both current and future
periods.
(i) Going concern
In determining the appropriate basis of preparation of the
financial statements, the Directors are required to consider
whether the Company can continue in operational existence for the
foreseeable future. The Group had cash and cash equivalents of
GBP2,413 and net current liabilities of GBP47,489 as at 30 April
2020, and incurred a gain of GBP320,841 for the year then ended.
The company subsequently raised GBP600,000 in December 2020, before
expenses, by way of a placing and a further GBP2000,000, before
expenses, by way of a convertible loan note in January 2021. The
Directors have based their opinions on a cash flow forecast, which
assumes that sufficient revenue will be generated for working
capital purposes and that operating costs will be kept to a minimum
until adequate revenue streams are secured. In addition, future
plans for the Group will be funded externally through a mix of debt
and equity financing, which at the time of signing the accounts had
not yet been completed. So, whilst there are uncertainties, the
Directors continue to adopt the going concern basis in preparing
the financial statements. The financial statements do not include
the adjustments
that would result if the Company was unable to continue as a going concern.
(ii) Classification of investments as available for sale
Note 12 describes the investments in nine operating companies
where the Group's shareholdings exceed 20% as 'Available for Sale
Investments'. Based on the contractual agreements between the Group
and other investors, the Group does not have any power to appoint
or remove board of directors members of the investees. Therefore,
the Directors of the Company concluded that the Group does not have
significant influence over these companies.
K EY SOURCES OF ESTIMATION UNCERTAINTY
The key assumptions concerning the future and other key sources
of estimation uncertainty at the balance sheet date, that have a
significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year,
are set out below.
(i) Share options
In order to calculate the charge for share-options as required
by IFRS 2, the Group makes estimates principally relating to the
assumptions used in its Black-Scholes option pricing model as set
out in note 24.
(i) Impairment of goodwill
Determining whether goodwill is impaired required an estimation
of the value in use of the cash-generating units to which goodwill
has been allocated. The value in use calculation requires the
directors to estimate the future cash flows expected to arise from
the cash-generating unit and a suitable discount rate in order to
calculate present value. Where the future cash flows are less than
expected, a material impairment loss may arise.
5 - B USINESS SEGMENTS
In accordance with IFRS 8, the Group is required to define its
operating segments based on the internal reports presented to its
Chief Operating decision maker in order to allocate resources and
assess performance. The Chief Operating decision maker is the Chief
Executive. There is only one continuing class of business, being
the investment in the natural resources sector.
Given that there is only one continuing class of business,
operating within the UK, no further segmental information has been
provided.
6 - Gain/L OSS FOR THE YEAR
Gain/Loss for the year from continuing operations has been
arrived at after charging:
2020 2019
GBP GBP
----------------------------------------------------- ----------- ---------
Operating lease expense in respect of property 31,431 112,490
Employee costs - including share-based compensation
costs (see note 7) (273,528) 878,731
----------------------------------------------------- ----------- ---------
The analysis of auditors' remuneration is as follows:
2020 2019
GBP GBP
--------------------------------------------------- -------------- --------
Fees payable to the Group's auditor for the audit
of the Group's annual
accounts 24,000 24,000
--------------------------------------------------- -------------- --------
Other services pursuant to legislation:
- tax services 3,150 1,750
--------------------------------------------------- -------------- --------
Total non-audit fees 3,150 1,750
--------------------------------------------------- -------------- --------
7 - E MPLOYEE COSTS ( INCLUDING D IRECTORS )
2020 2019
GBP GBP
--------------------------------------------- --------- -------
Salaries and fees 296,275 750,000
Employee share option charge (570,036) 124,408
Employer's national insurance contributions 233 4,323
--------------------------------------------- --------- -------
(273,528) 878,731
--------------------------------------------- --------- -------
The employee share option reserve was written down during the
year.
The average monthly number of employees (including Executive
Directors) employed by the Group during the year was 4, all of whom
were involved in management and administration activities (2019:
5).
Details of Directors' remuneration and gains on the exercise of
share options can be found in the section of the Directors'
Remuneration Report on page 21 to 22.
8 - OTHER OPERATING EXPENSES
2020 2019
GBP GBP
--------------------------------------- ---- -------
Pre-planning project expenses written
off - 128,549
--------------------------------------- ---- -------
- 128,549
--------------------------------------- ---- -------
9 - Discontinued operations
During 2019 and 2020 the Group was given notice that its
management contracts with the SPVs were being terminated.
As a result, it has written down its investments in the SPVs to
zero.
The related financial information is set out below:
a) Results of disposal group
2020 2019
GBP GBP
Revenue 567,744 1,275,000
Expenses (82,676) (477,999)
--------- ----------
Profit before income tax 485,068 797,001
Income tax - -
--------- ----------
Profit after tax 485,068 797,001
from discontinued operations
--------- ----------
Other comprehensive income
from discontinued operations 485,068 797,001
--------- ----------
10 - T AX
2020 2019
GBP GBP
------------- ----
Current tax - -
Deferred tax - -
------------- ----
- -
------------- ----
Corporation tax is calculated at 19% (2019: 19%) of the
estimated assessable loss for the year. Taxation for other
jurisdictions is calculated at the rates prevailing in the
respective jurisdictions. The charge for the year can be reconciled
to the profit per the statement of comprehensive income as
follows:
Tax reconciliation
2020 2019
GBP GBP
------------------------------------------ --------- -----------
Gain/ Loss before tax 320,841 (1,650,701)
------------------------------------------ --------- -----------
Tax at UK corporation tax rate of 19%
(2019: 19%) 60,960 (313,633)
Effects of:
Expenses not deductible for tax purposes 48,330 59,538
Tax losses carried forward (109,290) 254,095
------------------------------------------ --------- -----------
Total tax charge - -
------------------------------------------ --------- -----------
Deferred tax assets of approximately GBP463,400 (2019:
GBP572,690) have not been recognised as the Directors consider
there to be insufficient evidence that the assets will be
recovered.
11 - E ARNINGS PER SHARE
Basic loss per share is calculated by dividing the loss
attributable to ordinary shareholders by the weighted average
number of ordinary shares outstanding during the year.
In order to calculate diluted loss per share, the weighted
average number of ordinary shares in issue was adjusted to assume
conversion of all dilutive potential ordinary shares according to
IAS 33. Dilutive potential ordinary shares include share options
granted to employees and Directors where the exercise price
(adjusted according to IAS 33) is less than the average market
price of the Company's ordinary shares during the year.
IAS 33 'Earnings per share' requires presentation of diluted
earnings per share when a company could be called upon to issue
shares that would decrease net profit or increase net loss per
share. Only options that are 'in the money' are treated as dilutive
and net loss per share would not be increased by the exercise of
such options.
2020 2019
Loss GBP GBP
--------------------------------------------------- --------------- --------------
Profit/(Loss) for the purposes of basic and
diluted earnings per share: Continuing and total
operations 320,841 (1,650,701)
--------------------------------------------------- --------------- --------------
Number of shares Number Number
--------------------------------------------------- --------------- --------------
Weighted average number of ordinary shares for
the purposes of basic and diluted loss per share 861,785,305 766,128,022
--------------------------------------------------- --------------- --------------
Earnings per share - basic and diluted, pence
per share 0.04 (0.22)
--------------------------------------------------- --------------- --------------
12 - I NVESTMENTS IN SUBSIDIARIES
During the period under review the Group held the following
investments in subsidiary undertakings:
Country of Percentage of Principal
Subsidiary Incorporation ordinary shares activity
held
------------------------- ---------------------- -------------------- ------------------------
Plutus Energy Limited England and Wales 100% Holding company
no longer forming
part of the group
Electricity generation
NRS Power Limited England and Wales 100% (now dissolved)
Electricity generation
FC PowerGen Limited England and Wales 100% (now dissolved)
Electricity generation
KI Power Limited England and Wales 100% (now dissolved)
Electricity generation
LF FlexGen Limited England and Wales 100% (now dissolved)
Electricity generation
Swallow Energy Limited England and Wales 100% (now dissolved)
The carrying value of the investments in the Company is as
follows:
2020 2019
GBP GBP
------------------------------------------ ------ ---------
At 1 May 13,333 1,098,000
Reclassification of investment in Plutus - -
Energy Limited
Impairment of investments - 1,085,000
------------------------------------------ ------ ---------
13,333 13,333
------------------------------------------ ------ ---------
13 - A VAILABLE FOR SALE INVESTMENTS
Available for sale investments comprise investments in nine
operating entities. As explained in Note 4, these investments are
not equity accounted for as the Group does not meet the criteria
for exerting significant influence as set out in IAS 28.
All investments are classified as Level 3 under the IFRS 7 fair
value hierarchy as set out under Fair Value Measurements within
Note 3
These investments have been written off in these accounts
although they remain available for sale.
2020 2019
Available for sale investments GBP GBP
------------------------------------------ ----- ----
Brought forward at 1 May 152 152
Investments written off (152)
Purchase of investments (see note below) - -
------------------------------------------ ----- ----
- 152
------------------------------------------ ----- ----
The details of investments classified as available for sale are
as follows:
Country of Percentage of Principal
Investment Company Incorporation ordinary shares activity
held
----------------------- --------------------- -------------------- -----------------------
Attune Energy Limited England and Wales 45.5% Electricity generation
Flexible Generation England and Wales 44.9% Electricity generation
Limited
Balance Power Limited England and Wales 44.9% Electricity generation
Equivalence Energy England and Wales 45.0% Electricity generation
Limited
Precise Energy Limited England and Wales 45.1% Electricity generation
Valence Power Limited England and Wales 44.7% Electricity generation
Portman Power Limited England and Wales 45.3% Electricity generation
Reliance Generation England and Wales 45.6% Electricity generation
Limited
Selectgen Limited England and Wales 45.7% Electricity generation
Attune Energy Limited is held by Plutus Energy Limited, which no
longer forms part of the Group.
14 - G OODWILL
2020 2019
GBP GBP
------------------------------------------- ---- ---------
Brought forward - 1,085,000
On issue of deferred consideration shares - -
(Note 19)
Goodwill written off - 1,085,000
------------------------------------------- ---- ---------
Carried forward at 30 April - -
------------------------------------------- ---- ---------
Goodwill arises on acquisition of a 100% of the equity of Plutus
Energy Limited ("PEL").
The recoverable amount is determined based on value-in-use
calculations which uses cash flow projections based on financial
budgets approved by the Directors covering a five-year period, and
a discount rate of 12% per annum.
Cash flows beyond the five-year period are extrapolated using
the estimated growth rates of 10% which is based on the average
growth for 5 years covered by the projections. The Directors
believe that any reasonably possible change in key assumptions on
which recoverable amount is based would not cause the aggregate
carrying amount to exceed the aggregate recoverable amount of the
cash-generating unit.
The Directors reviewed the carrying value of goodwill as at 30
April 2019 and considered that the whole balance should be written
off.
The Directors continue to review goodwill on an on-going basis
and where necessary in future periods will request external
valuations to further support the valuation basis.
15 - T RADE AND OTHER RECEIVABLES
Group Company
----------------------- -------- ---------------- -------
2020 2019 2020 2019
GBP GBP GBP GBP
-------------------------------- ----------------------- -------- ---------------- -------
Trade receivables - 51,172 - 12,960
Amounts due from subsidiary
undertakings - - 1,113,762 659,496
Expenses rechargeable to
operating entities - 5,747 - -
Other receivables 689,369 61,441 - 189,064
Prepayments and accrued income 35,000 356,878 35,000 19,378
-------------------------------- ----------------------- -------- ---------------- -------
724,369 475,238 1,148,762 880,898
-------------------------------- ----------------------- -------- ---------------- -------
The Directors consider the carrying amount of trade and other
receivables approximates to their fair value.
16 - C ASH AND CASH EQUIVALENTS
Group Company
---------------------- ----------- --------------- --------
2020 2019 2020 2019
GBP GBP GBP GBP
--------------------------- ---------------------- ----------- --------------- ------
Cash and cash equivalents 2,413 45,177 1,000 44,988
--------------------------- ---------------------- ----------- --------------- ------
2,413 45,177 1,000 44,988
--------------------------- ---------------------- ----------- --------------- ------
Cash and cash equivalents comprise cash held by the Group and
short-term bank deposits with an original maturity of three months
or less. The carrying amount of these assets approximates their
fair value.
17 - T RADE AND OTHER PAYABLES
Group Company
----------------------- -------- ----------------- -------
2020 2019 2020 2019
GBP GBP GBP GBP
------------------------------ ----------------------- -------- ----------------- -------
Trade payables 354,414 200,417 315,016 111,943
Other payables 163,507 99,898 88,506 99,620
Accruals and deferred income 256,350 24,888 256,350 24,889
------------------------------ ----------------------- -------- ----------------- -------
774,271 325,203 659,872 236,452
------------------------------ ----------------------- -------- ----------------- -------
Trade payables and accruals principally comprise amounts
outstanding for trade purchases and on-going costs. The Directors
consider that the carrying amount of trade and other payables
approximates to their fair value.
18 - B ORROWINGS
Group and Company convertible loans
On 22 December 2014 the Company issued GBP200,000 convertible
loan notes, repayable on 18 December 2016 if not converted into
shares prior to that date, and bearing interest at 8% p.a., payable
quarterly in arrears. In December 2016 the terms of the loan were
amended so that the loan notes are repayable on demand.
On 23 July 2019 the remaining GBP100,000 loan notes were
converted into equity at a price of 0.275 pence per Ordinary
GBP0.001 share.
2020 2019
GBP GBP
------------------------------------------ ------- -------
Liability component brought forward 100,000 100,000
Loan Notes converted to Equity 100,000 -
Interest charge for the period 1,828 8,000
Interest paid (1,828) (8,000)
------------------------------------------ ------- -------
Liability component of convertible loans
at 30 April 2020 - 100,000
Other loans - -
------------------------------------------ ------- -------
Total borrowings - 100,000
------------------------------------------ ------- -------
Current liabilities - 100,000
Non-current liabilities - -
------------------------------------------ ------- -------
Total - 100,000
------------------------------------------ ------- -------
On 28 January 2021, the company entered into convertible
subscription agreements to raise GBP200,000, before expenses,
through the issue of unsecured convertible loan notes
19 - S HARE CAPITAL
2020 2020 2019 2019
Number GBP Number GBP
----------------------------- ----------------------- --------- ------------- ---------
Issued and fully paid
Ordinary shares of GBP0.001
each 872,534,994 872,535 825,262,268 825,262
Deferred shares of GBP0.049
each 16,439,210 805,521 16,439,210 805,521
----------------------------- ----------------------- --------- ------------- ---------
Total 1,678,056 1,630,783
----------------------------- ----------------------- --------- ------------- ---------
Share issues
Nominal
value
Ordinary shares Number GBP GBP
-------------------------------- ----------------------------- --------------------- ---------
Issued shares on 30 April 2015 571,428,935 0.001 571,429
Issue of shares 120,000,000 0.001 120,000
-------------------------------- ----------------------------- --------------------- ---------
Issued ordinary shares on 30
April 2016 and 30 April 2017 691,428,935 0.001 691,429
Issue of shares 32,500,000 0.001 32,500
-------------------------------- ----------------------------- --------------------- ---------
Issued ordinary shares on 30
April 2018 723,928,935 0.001 723,929
Issue of shares 101,333,333 0.001 101,333
-------------------------------- ----------------------------- --------------------- ---------
Issued ordinary shares on 30
April 2019 825,262,268 0.001 825,262
Issue of shares 47,272,726 0.001 47,273
-------------------------------- ----------------------------- --------------------- ---------
Issued ordinary shares on 30
April 2020 872,534,994 0.001 872,535
-------------------------------- ----------------------------- --------------------- ---------
On 1 February 2016 the following share issues took place:
-- 20,000,000 shares were issued for cash at 0.9p per share on the exercise of warrants.
-- 100,000,000 shares were issued at 0.6p per share as deferred
consideration in accordance with the amended agreement for the
acquisition of Plutus Energy Limited.
On 19 May 2017 the following share issues took place:
-- 20,000,000 shares were issued for cash at 0.9p per share on
the exercise of warrant On 29 November 2017 the following share
issues took place:
-- 12,500,000 shares were issued for cash at 0.8p per share on
the conversion of convertible loan stock
On 30 November 2018 the following share issues took place:
-- 101,333,333 shares were issued for cash at 0.6p per share following a placing
On 23 July 2019 the following share issues took place:
-- 10,909,090 shares were issued at 0.275 pence per on the
conversion of convertible loan stock
On 30 September 2019 the following share issues took place:
-- 36,363,636 shares were issued at 0.275 pence per share in
consideration of an outstanding debt
20 - S HARE PREMIUM ACCOUNT
Share premium account GBP
-------------------------------------------- ---------
Balance at 30 April 2015 6,334,076
Premium arising on issue of equity shares 660,000
-------------------------------------------- ---------
Balance at 30 April 2016 and 30 April 2017 6,994,076
Premium arising on issue of equity shares 247,500
-------------------------------------------- ---------
Balance at 30 April 2018 7,241,576
Premium arising on issue of equity shares 506,667
-------------------------------------------- ---------
Balance at 30 April 2019 7,748,243
Premium arising on issue of equity shares 82,727
-------------------------------------------- ---------
Balance at 30 April 2020 7,830,970
-------------------------------------------- ---------
21 - S HARE OPTION AND WARRANT RESERVE
GBP
------------------------------------ ---------
Balance at 30 April 2015 74,306
Share-based payment charge 35,070
------------------------------------ ---------
Balance at 30 April 2016 109,376
------------------------------------ ---------
Share-based payment charge 31,276
------------------------------------ ---------
Balance at 30 April 2017 140,652
Share-based payment charge 304,976
------------------------------------ ---------
Balance at 30 April 2018 445,628
Share-based payment charge 124,408
------------------------------------ ---------
Balance at 30 April 2019 570,036
Write down of share option reserve (570,036)
------------------------------------ ---------
Balance at 30 April 2020 -
------------------------------------ ---------
22- LOAN NOTE EQUITY RESERVE
GBP
--------------------------------------------------- --------
Balance at 30 April 2016, 30 April 2017, 30 April
2018, and 30 April 2019 23,657
Write down of loan note equity reserve (23,657)
--------------------------------------------------- --------
Balance at 30 April 2020 -
--------------------------------------------------- --------
23 - GROUP RETAINED LOSSES
GBP
--------------------------------- ------------
Balance at 30 April 2015 (7,050,194)
Comprehensive loss for the year (407,776)
--------------------------------- ------------
Balance at 30 April 2016 (7,457,970)
Comprehensive loss for the year (201,501)
--------------------------------- ------------
Balance at 30 April 2017 (7,659,471)
Comprehensive loss for the year (567,183)
--------------------------------- ------------
Balance at 30 April 2018 (8,226,654)
Comprehensive loss for the year (1,650,701))
--------------------------------- ------------
Balance at 30 April 2019 (9,877,355)
Comprehensive gain for the year 320,840
--------------------------------- ------------
Balance at 30 April 2020 (9,556,515)
--------------------------------- ------------
24- S HARE OPTIONS AND WARRANTS
The Company's 2013 share option plan, which was approved on 8
March 2013, and whereby options were granted over, in aggregate,
14,310,000 ordinary shares of 0.1 pence each to the Directors of
the Company, was cancelled on 9 October 2020. In May 2017 a new
share option scheme was also introduced by the Company, and this
scheme was also cancelled on 9 October 2020. There are no
outstanding options in the Company.
As a part of the proposed demerger of Plutus Energy Limited,
capital reorganisation, debt capitalisation and placing to raise
gross proceeds of GBP600,000 at 0.02 pence per share of the
Company, which took place in December 2020, Turner Pope, joint
brokers were issued with 600,000,000 broker warrants exercisable at
0.02p pence per share
On 28 May 2015, warrants over, in aggregate, 30,075,207 ordinary
shares of 0.1 pence each ("Rockpool Warrants") were issued to
Rockpool LLP, an advisor to the Company. Each warrant carries the
right to subscribe for one new Ordinary Share in the capital of the
Company at a price of 1.15p per ordinary share at any time between
27 May 2018 and 27 May 2021.
The fair value of the warrants was calculated using the
Black-Scholes model and the Group recognised total expenses of
GBP31,276 (2019: GBP31,726) in relation to the issue of the
Rockpool warrants during the year. The inputs to the Black-Scholes
model were as follows:
Rockpool Warrants
Grant date share price 0.8p
Exercise share price 1.15p
Risk free rate 2%
Expected volatility 50%
Life of warrant 6 years
Calculated fair value
per share 0.312p
The table below summarises the share warrants extant during the
year:
Number of Number Exercisable
warrants Issued Exercised Lapsed of at Exercise Vesting Expiry
at 30 April in the in the in the warrants 30 April price date date
2019 year year year at 30 2019
April
2020
------------ --------- ------------ -------- ---------- ----------------------- --------------- ------------------ -------------
30,075,207 - - - 30,075,207 - 1.15p 27.05.2018 27.05.2021
------------ --------- ------------ -------- ---------- ----------------------- --------------- ------------------ -------------
30,075,207 - - - 30,075,207 -
------------ --------- ------------ -------- ---------- ----------------------- --------------- ------------------ -------------
25- F INANCIAL INSTRUMENTS
Categories of financial instruments
Carrying value
2020 2019
GBP GBP
---------------------------------------------- ------- -------
Financial assets
Investments designated as available for sale
on initial recognition - 152
Trade receivables - 51,173
Cash and cash equivalents 2,413 45,177
---------------------------------------------- ------- -------
2,413 96,502
---------------------------------------------- ------- -------
Financial liabilities at amortised cost:
Convertible unsecured loan notes - 100,000
Trade and other payables 774,271 325,203
---------------------------------------------- ------- -------
774,271 425,203
---------------------------------------------- ------- -------
26- R ISK MANAGEMENT OBJECTIVES AND POLICIES
The Group's finance function monitors and manages the financial
risks relating to the operations of the Group. These
risks include credit risk, and cash flow interest rate risk.
The Group seeks to minimise the effects of these risks, in
accordance with the Group's policies approved by the Board of
Directors, which provide written principles on interest rate risk,
credit risk and the investment of excess liquidity. The Group does
not enter into or trade financial instruments, including derivative
financial instruments, for any purpose.
C APITAL RISK MANAGEMENT
The Group's objectives when managing capital are:
-- to safeguard the Group's ability to continue as a going
concern, so that it continues to provide returns and benefits
for shareholders;
-- to support the Group's growth; and
-- to provide capital for the purpose of strengthening the Group's risk management capability.
The Group actively and regularly reviews and manages its capital
structure to ensure an optimal capital structure and equity holder
returns, taking into consideration the future capital requirements
of the Group and capital efficiency, prevailing and projected
profitability, projected operating cash flows, projected capital
expenditures and projected strategic investment opportunities. The
capital structure consists of capital and reserves and convertible
loan notes, for capital management purposes.
I NTEREST RATE RISK
The Group's exposure to interest rate risk is limited to the
interest payable on the convertible unsecured loan notes, which are
at fixed rates of interest.
C REDIT RISK
Credit risk refers to the risk that a counterparty will default
on its contractual obligations resulting in financial loss to the
Group. The Group's principal financial assets are bank balances and
cash and other receivables. The credit risk on liquid funds is
limited because the counterparties are banks with high credit
ratings assigned by international credit rating agencies. GBP
656,856 in accrued and deferred fees are overdue but not
impaired.
L IQUIDITY RISK
Ultimate responsibility for liquidity risk management rests with
the Board of Directors. The Group manages liquidity risk by
maintaining adequate reserves and banking facilities by
continuously monitoring forecast and actual cash flows and matching
the maturity profiles of financial assets and liabilities.
27 - N OTES TO THE CASH FLOW STATEMENT
Group Company
----------------------- ---------------- ------------------ -------------
2020 2019 2020 2019
GBP GBP GBP GBP
------------------------------------ ----------------------- ---------------- ------------------ -------------
Profit/(Loss) before tax 320,841 (1,650,701) 363,997 (1,435,396)
Share-based compensation
charge (570,036) 124,408 (570,036) 124,408
Write off investments 152 - 152 -
Loan note equity reserve (23,657) - (23,657) -
Interest payable 1,828 8,000 1,828 64,670
Goodwill written off - 1,085,000 - 1,085,000
Project expenses written - 128,549 - -
off
Operating cash flow before
movements in working capital (270,872) (304,744) (227,716) (217,988)
(increase)/decrease in receivables (249,131) (457,159) 7,304 (166,753)
Increase/(decrease) in payables 479,067 70,664 632,519 172,650
------------------------------------ ----------------------- ---------------- ------------------ -------------
Net cash generated by/(used
in) operating activities (40,936) (691,239) (412,107) (212,091)
------------------------------------ ----------------------- ---------------- ------------------ -------------
Cash and cash equivalents (which are presented as a single class
of assets on the face of the balance sheet) comprise cash at bank
and other short-term highly liquid investments with a maturity of
three months or less.
28- O PERATING LEASE ARRANGEMENTS
IFRS16 was not adopted due to the value in the current year. The
Group has no ongoing leases.
29- R ELATED PARTY TRANSACTIONS
During the year ended 30 April 2020 GBP107,250 (2019:
GBP167,000) fees were paid to Tatbels Limited in respect of Charles
Tatnall's services as Executive Chairman.
During the year ended 30 April 2020, fees of GBP107,250 (2019:
GBP167,000) were paid to Dearden Chapman Accountants Limited
previously known as Chapman Longley Limited in respect of James
Longley's services as Chief Financial Officer.
During the year ended 30 April 2020 fees of GBP50,250 were paid
to Apex Power Limited in respect of services rendered by Paul
Lazarevic. In 2019 fees of GBP125,000 were paid to Apex Power
Limited in respect of services rendered by Paul Lazarevic. Paul
Lazarevic was a director of Ennerco Limited in 2019.
During the year ended 30 April 2020 fees of GBP26,458 (2019:
GBP22,000) were paid to Kinloch Corporate Finance Limited in
respect of Tim Cottier's services as an independent non-executive
director and of which Tim Cottier was a director.
During the year ended 30 April 2020, Stranger Holdings Plc a
company controlled by James Longley and Charles Tatnall lent the
Group a series of loans totalling GBP108,492. These loans were
repaid prior to the year end and no interest was charged.
All the above related party transactions were at arm's
length.
Remuneration of key management personnel
The remuneration of the Directors, who are the key management
personnel of the Group, is set out below in aggregate for each of
the categories specified in IAS 24 Related Party Disclosures.
Further information about the remuneration of individual Directors
is provided in the Directors' Remuneration Report.
2020 2019
GBP GBP
------------------------------ ------- -------
Short-term employee benefits 284,000 747,038
------------------------------ ------- -------
284,000 747,038
------------------------------ ------- -------
All the above related party transactions were at arm's
length.
In addition to the information disclosed in Note 24, movement on
warrants held by the Directors is as follows:
James Longley Charles Tatnall
Number of Number of
Exercise price Vesting date warrants warrants
------------------------------------ -------------- ---------------- -----------------
At 30 April 2015 0.9 27.08.2017 20,000,000 20,000,000
Exercised during the year 0.9 27.08.2017 (10,000,000) (10,000,000)
----------------------------- ----- -------------- ---------------- -----------------
At 30 April 2016 and 30
April 2017 0.9 27.08.2017 10,000,000 10,000,000
Exercised during the year 0.9 27.08.2017 (10,000,000) (10,000,000)
----------------------------- ----- -------------- ---------------- -----------------
At 30 April 2018 - - - -
----------------------------- ----- -------------- ---------------- -----------------
At 30 April 2019 - - - -
----------------------------- ----- -------------- ---------------- -----------------
At 30 April 2020 - - - -
----------------------------- ----- -------------- ---------------- -----------------
On 1 February 2016, 10,000,000 shares were issued at 0.9p per
share to each of Charles Tatnall and James Longley on the exercise
of warrants. The aggregate of the amount of gains made by each
director on the exercise of warrants is
GBP20,000. On 19 May 2017, 10,000,000 shares were issued at 0.9p
per share to each of Charles Tatnall and James Longley on the
exercise of warrants. The aggregate of the amount of gains made by
each director on the exercise of warrants is
GBP20,000.
30- E VENTS AFTER THE YEAR END
DEMERGER, PLACING, DEBT CAPITALISATION AND CAPITAL
REORGANISATION
On 9 October 2020, the directors convened a general meeting of
the Company to consider certain proposals including the proposed
demerger of Plutus Energy Limited, a capital reorganisation,
proposed debt capitalisation and a conditional placing to raise
gross proceeds of GBP600,000 at 0.02 pence per share which was
approved by the Company's shareholders at a general meeting held on
3 November 2020 and subsequent confirmation of a Reduction of
Capital by the High Court of Justice of England and Wales. The
transaction completed on 10 December 2020 at which point the
Company became classified as an AIM Rule 15 cash shell.
The demerged entity, Plutus Energy Limited, holds the Group's
shares in Attune Energy Limited and a receivable totalling GBP
656,856 in unpaid management fees owed to the Group together with
the litigation rights with the Company's ex Chief Operation
Officer, Mr Lazarevic. Rockpool did not provide the necessary
consents to enable Plutus to demerge their interests in the
remaining FlexGen sites and these remain held by Plutus, albeit
they are effectively worthless for the reasons detailed above. The
Company intends to demerge these interests from Plutus in due
course once consent is received from Rockpool.
The objective of the demerger was to create value for existing
shareholders through developing its existing energy assets in a
private vehicle and provide a continued investment in an AIM Rule
15 Cash Shell seeking to deploy the Company's cash resources
following completion of the Proposals towards the acquisition of an
operating business (or operating assets) with such an acquisition
constituting a reverse takeover under Rule 14 of the AIM Rules.
The Company raised GBP600,000 (before commissions and expenses)
through the proposed issue of the 3,000,000,000 Placing Shares at
the Placing Price. The Placing was arranged by Turner Pope as the
Company's joint broker. Pello Capital acted as sub-placing agent to
Turner Pope and have subsequently been appointed as joint broker to
the Company. The net proceeds of the Placing, estimated to be
GBP490,000, have been used by the Company to enable the settlement
of trade and other creditors, including fees owed to directors,
totalling approximately GBP275,000 and continue to be used by the
Company for general working capital purposes whilst it seeks a
suitable reverse takeover candidate.
Certain of the Directors, trade creditors and advisers agreed to
capitalise certain amounts that were either owed or contractually
due to be settled in the next 12 months totalling GBP266,094. The
debts were satisfied through the issue by the Company of
1,390,470,000 new Ordinary Shares at the Placing Price. These
included Charles Tatnall and James Longley capitalising debts
totalling GBP61,500 each including the GBP75,000 loan detailed
earlier in this statement.
SHARE OPTION SCHEMES
The Company's 2013 share option plan, which was approved on 8
March 2013, and whereby options were granted over, in aggregate,
14,310,000 ordinary shares of 0.1 pence each to the Directors of
the Company, was cancelled on 9 October 2020. In May 2017 a new
share option scheme was also introduced by the Company, and this
scheme was also cancelled on 9 October 2020. There are no
outstanding options in the Company.
CONVERTIBLE LOAN NOTE
The Board of Plutus, an AIM Rule 15 cash shell, announced on 28
January 2021, that it has entered into convertible subscription
agreements to raise GBP200,000, before expenses, through the issue
of unsecured convertible loan notes (the "Convertible Loans"). The
Company raised the funds to assist the Company in covering the
additional costs of any potential future reverse takeover
transaction and for general working capital purposes.
The Convertible Loans were placed with clients of Pello Capital
Limited, the Company's joint broker and placing agent for the
purposes of the issue of the Convertible Loans. The key terms of
the Convertible Loans are as follows:
- 12-month term;
- 8% annual interest rate, payable in cash in arrears on 31
January, 30 April, 31 July and 31 October, with the first
instalment due to be paid on 30 April 2021;
- principal and accrued but unpaid interest will be convertible
at a 25 per cent. discount to the price of new ordinary shares that
are issued pursuant to a placing conducted simultaneous with the
re-admission of the ordinary shares of the Company to trading on
AIM becoming effective following an acquisition or acquisitions
which constitute a reverse takeover under Rule 14 of the AIM Rules
("Re-Admission");
- convertible at the date of Re-Admission; and
- unsecured.
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END
FR DKCBKOBKDPDB
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January 29, 2021 12:09 ET (17:09 GMT)
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