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Half Yearly Report

27th Jun 2011 07:00

RNS Number : 0348J
Horizon Acquisition Company Plc
27 June 2011
 



 

 

APR ENERGY PLC (Formerly HORIZON ACQUISITION COMPANY PLC)

 

DIRECTORS' REPORT AND CONSOLIDATED FINANCIAL STATEMENTS

 

FOR THE SIX MONTHS ENDED 30 APRIL 2011

 

 

 

CHAIRMAN'S STATEMENT

 

Following our successful share placing, which raised £417 million, Horizon listed on the London Stock Market in February last year, with the specific purpose of acquiring a fundamentally strong business which was constrained by its ownership or capital structure.

 

We set out two principal criteria for any acquisition - that it should represent immediate value to Horizon investors, and that it should be a business where providing new equity would transform its prospects and provide it with significant advantage in its market.

 

During the year, we have seen a considerable flow of potential investment opportunities, and this flow increased noticeably from Autumn last year.

 

Against our criteria, therefore, we have looked at a dozens of potential investments, representing companies in a wide range of sectors and in very differing positions. They have included companies inhibited by too high a level of leveraged debt taken on over the past decade, often as result of private equity buy-outs, undertaken in a different financial and economic climate. Equally, we have explored companies with limited or no debt, but which need new capital to continue high growth and have no easy path to conventional capital markets.

 

Consequently, the range of enterprise values of businesses we have looked at has been equally wide.

 

Out of the companies we have looked at, we have undertaken diligence on the most promising, and this resulted in a short list, all of which would have satisfied our investment criteria. We have therefore had the luxury of choice, and have been able to be highly selective. Our remit, after all, is to make a single investment, and our job is to choose what we consider to be the best choice in the interests of our shareholders.

 

As shareholders will know, we have now made our choice and, on June 13, Horizon announced the acquisition of APR Energy for $855 million (£527 million), to be satisfied by $359million cash and the issue of 32.1 million new Horizon shares. The residual $275 million of Horizon's cash is being left on the enlarged company's balance sheet to accelerate APR's growth.

 

Horizon's shares were de-listed on June 13, with the intention of listing the enlarged APR on the London Stock Exchange. The prospectus for this listing is expected to be published during September 2011.

 

We consider APR to be an excellent investment for our shareholders, and I very much look forward to writing to shareholders again in September with the prospectus for our APR Energy PLC listing.

 

 

M Fairey

Chairman

24 June 2011

 

 

 

 

 

DIRECTORS' REPORT

 

The directors present their report and financial statements for the six months ended 30 April 2011.

 

Introduction and Business Strategy

 

Horizon Acquisition Company was admitted to the London Stock Exchange on 9 February 2010. The strategy for the business being to raise gross proceeds of at least £400m through a placing on the London Stock Exchange with the specific purpose of acquiring a fundamentally strong business which was constrained by its ownership or capital structure.

 

On June 13, Horizon announced the acquisition of APR Energy for $855 million (£527 million), to be satisfied by $359million cash and the issue of 32.1 million new Horizon shares. The residual $275 million of Horizon's cash is being left on the enlarged company's balance sheet to accelerate APR's growth.

 

Results for the half year

The consolidated income statement for the six months ended 30 April 2011 shows a loss before tax of £1.06m.

 

At the end of the period the company had cash balances of £401.28m.

 

No dividends were declared or approved during the period.

 

Directors

The directors who held office during the six months ended 30 April 2011 are as stated below:

 

M Fairey

Baroness D Kingsmill

T Eccles

H Osmond

A McIntosh

E Hawkes

 

On 13 June 2011, H Osmond and A McIntosh resigned from the Board and J Campion, V Tandon and G Bowes were appointed to the Board.

 

 

Risks and uncertainties

 

The Company currently holds its assets in sterling deposits which are held in several banks in order to reduce any risk attached. The Board monitors the situation on an ongoing basis.

 

 

 

DIRECTORS' RESPONSIBILITIES

 

Statement of Directors' responsibilities in respect of the report and the financial statements

 

We confirm that to the best of our knowledge:

• the condensed set of financial statements has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU;

• the interim management report includes a fair review of the information required by:

(a) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the period and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining period of the year; and

(b) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the period and that have materially affected the financial position or performance of the entity during that period and any changes in the related party transactions described in the last annual report that could do so.

 

 

 

On behalf of the board

 

 

 

 

E Hawkes

Director

24 June 2011

 

 

 

 

 

INDEPENDENT REVIEW REPORT TO APR ENERGY PLC

 

Introduction

We have been engaged by the company to review the condensed set of financial statements in the half yearly financial report for the six months ended 30 April 2011 which comprises the consolidated statement of financial position, the consolidated statement of comprehensive income the consolidated statement of changes in equity and the consolidated statement of cash flows and the related explanatory notes. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

 

This report is made solely to the company in accordance with the terms of our engagement to assist the company in meeting the requirements of the Disclosure and Transparency Rules ("the DTR") of the UK's Financial Services Authority ("the UK FSA"). Our review has been undertaken so that we might state to the company those matters we are required to state to it in this report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company for our review work, for this report, or for the conclusions we have reached.

 

Directors' responsibilities

The half yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the DTR of the UK FSA.

 

As disclosed in note 1, the annual financial statements of the group will be prepared in accordance with IFRSs as adopted by the EU. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU.

 

Our responsibility

Our responsibility is to express to the company a conclusion on the condensed set of financial statements in the half yearly financial report based on our review.

 

Scope of review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity issued by the Auditing Practices Board for use in the UK. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

 

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the interim financial report for the six months ended 30 April 2011 is not prepared, in all material respects, in accordance with IAS 34 as adopted by the EU and the DTR of the UK FSA.

 

 

 

Rees Aronsonfor and on behalf of KPMG Audit PlcChartered AccountantsKPMG Audit Plc

15 Canada Square

London

E14 5GL 24 June 2011

 

 

 

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE SIX MONTHS ENDED 30 APRIL 2011

 

 

 

Unaudited Six months ended

30 April 2011

Unaudited Period

Ended

30 April 2010

Audited

Period

ended

31 October 2010

£'000

£'000

£'000

Revenue

-

-

-

Administrative expenses

(3,080)

(3,302)

(6,559)

Operating (loss)

(3,080)

(3,302)

(6,559)

Financial income and similar income

2,066

754

2,862

Finance cost

(51)

-

(66)

(Loss) before taxation

(1,065)

(2,548)

(3,763)

Taxation

-

-

-

(Loss) for the period and total comprehensive income for the period

(1,065)

(2,548)

(3,763)

 

 

Basic (loss) per share

(2.62)p

(6.29)p

(9.29)p

Diluted (loss) per share

(2.62)p

(6.29)p

(9.29)p

 

 

 

 

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 APRIL 2011 - Co. 07062201

 

 

 

Unaudited six months ended

30 April 2011

Unaudited period

ended

30 April 2010

Audited

period

ended

31 October 2010

Notes

£'000

£'000

£'000

CURRENT ASSETS

Other receivables

2

1,427

1,617

1,440

Cash and cash equivalents

401,282

402,859

402,381

402,709

404,476

403,821

TOTAL ASSETS

402,709

404,476

403,821

CURRENT LIABILITIES

Trade and other payables

3

(273)

(147)

(506)

TOTAL CURRENT LIABILITIES

(273)

(147)

(506)

NON CURRENT LIABILITIES

Other Financial Liabilities

4

(10,117)

(10,000)

(10,066)

TOTAL NON CURRENT LIABILITIES

(10,117)

 

 

(10,000)

(10,066)

TOTAL LIABILITIES

(10,390)

(10,147)

(10,572)

TOTAL NET ASSETS

392,319

394,329

393,249

EQUITY

Called up share capital

5

4,101

4,101

4,101

Share premium

7

392,641

392,641

392,641

Retained earnings

7

(4,423)

(2,413)

(3,493)

TOTAL EQUITY

392,319

394,329

393,249

 

 

The condensed consolidated interim financial statements were approved by the Board of Directors on 24 June 2011.

 

 

 

 

E Hawkes

Director

 

 

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY AS AT 30 APRIL 2011

 

 

 

Share

capital

Share premium

Retained earnings

Total

equity

£'000

£'000

£'000

£'000

Balance at 30 October 2009

-

-

-

-

Issued share capital

 

4,101

4,101

Issued share capital - premium

401,046

401,046

Issue costs

(8,405)

(8,405)

Equity settled share based payment

135

135

Total comprehensive income

(2,548)

(2,548)

Balance at 30 April 2010

4,101

392,641

(2,413)

394,329

Equity settled share based payment

135

135

Total comprehensive income

(1,215)

(1,215)

Balance at 31 October 2010

4,101

392,641

(3,493)

393,249

Equity settled share based payment

135

135

Total comprehensive income

(1,065)

(1,065)

Balance at 30 April 2011

4,101

392,641

(4,423)

392,319

 

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED 30 APRIL 2011

 

 

 

Unaudited six months ended

30 April 2011

Unaudited period ended

30 April 2010

Audited

period

ended

31 October 2010

£'000

£'000

£'000

Cash flows from operating activities

(Loss) for the period

(3,131)

(3,302)

(6,625)

Adjustments for:

Change in prepayments

17

(1,398)

(1,440)

Change in accruals

(308)

(219)

494

Changes in trade and other receivable

(4)

-

-

Changes in trade and other payables

75

147

12

Amortisation of financial liabilities

51

-

66

Equity settled share based payment expense

135

135

270

Net cash (used in) operating activities

(3,165)

(4,637)

(7,223)

Cash flows from investing activities

Interest received

2,066

754

2,862

Cash flows from financing activities

Proceeds from the issue of share capital

-

405,147

405,147

Issue costs

-

(8,405)

(8,405)

Proceeds from the issue of founder shares and founder securities

-

10,000

10,000

Net (decrease)/increase in cash and cash equivalents

(1,099)

402,859

402,381

Cash and cash equivalents at beginning of the period

402,381

-

-

Cash and cash equivalents at the end of the period

401,282

402,859

402,381

 

 

 

 

 

NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 APRIL 2011

 

 

 

1 Accounting Policies

Basis of preparation

APR Energy PLC is a company incorporated in England and Wales. The condensed consolidated interim financial statements of the Company as at and for the period ended 30 April 2011 comprise the Company and its subsidiary (together referred to as the"Group").

 

These condensed consolidated interim financial statements are prepared under historical cost convention and in accordance with IAS 34 Interim Financial Reporting. They do not include all of the information required for full annual financial statements.

 

The annual financial statements of the group are prepared in accordance with International Financial Reporting Standards (IFRS's) as adopted by the EU. As required by the Disclosure and Transparency Rules of the Financial Services Authority, the principal accounting policies used in preparing the interim financial statements are those the group expects to apply in its financial statements for the year ended 31 October 2011 and are unchanged from those disclosed in the Group's Report and Financial Statements for the period ended 31 October 2010.

 

The financial information for the six months ended 30 April 2011 and the period ended 30 April 2010 is unaudited and does not constitute the Group's statutory financial statements for those periods. The comparative financial information for the period ended 31 October 2010 has however been derived from the audited statutory financial statements for that period. A copy of those statutory financial statements has been delivered to the Registrar of Companies. The auditors' report on those accounts was unqualified, did not include reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report and did not contain a statement under section 498(2) or 498(3) of the Companies Act 2006.

 

The directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus they have adopted the going concern basis of accounting in preparing the interim financial statements.

 

 

 

2 Trade and other receivables

Six Months ended

30 April 2011

Period ended

31 October 2010

£'000

£'000

Prepayments

1,423

1,440

VAT

4

-

 

 

1,427

1,440

 

 

 

3 Trade and other payables

Six Months ended

30 April 2011

Period ended

31 October 2010

£'000

£'000

Accruals

186

494

Other creditors

87

12

273

506

 

 

 

4 Financial liabilities

 

 

The financial liabilities comprise the founder shares and founder securities, both of which consist of a host debt instrument containing an embedded derivative linked to the return on the debt instrument. The financial liabilities were recognised at fair value upon initial recognition.

 

The host debt instruments are subsequently measured at amortised cost using the effective interest rate method. The Directors have concluded that any amounts receivable upon conversion of the instruments over and above the initial consideration as adjusted for the market rate of interest be ascribed to the embedded derivative.

 

The effective interest rate has been calculated taking into account the time value of money using a market interest rate of 0.98%. The amortised cost of the Founder Shares and Founder Securities is presented below:

 

Founder shares

Founder securities

Total

 

£000's

£000's

£000's

Amortised cost at 31/10/2010

9,965

101

10,066

Amortisation for the period

51

-

51

Amortised cost at 31/04/2011

10,016

101

10,117

 

The fair value of the embedded derivative is nil at period end as no acquisition had been made. Therefore, at the balance sheet date, these instruments are not convertible.

 

The Board has carefully considered the potential risks attached to these financial instruments. The only underlying risk is in respect of liquidity. However, in view of the cash balances held by the Company, the Board consider that this risk is fully mitigated.

 

 

5 Called up share capital

30 April 2011

31 October 2010

'000

'000

Authorised

Ordinary

100,000

100,000

Deferred

4,950

4,950

Founder shares and founder securities

10,000

10,000

Allotted, called up and fully paid

£'000

£'000

Ordinary

4,051

4,051

Deferred

50

50

4,101

4,101

Founder shares and founder securities classified as financial liabilities

10,117

10,066

 

 

The Founder Shares and the Founder Securities have the benefit of various minority protection rights.

 

The Company has also granted to the Founders the right (but not the obligation) to subscribe for 5 million new Ordinary Shares at the Adjusted Issue Price by no later than the completion of the Acquisition (and with the aforementioned number of Ordinary Shares being adjusted appropriately for corporate events such as consolidations or sub-divisions of the Ordinary Shares) (the "Founder Option"). The Model Code will apply to all future dealings by the Directors, including in respect of any exercise of the Founder Option (and to any Ordinary Shares issued pursuant to any exercise of the Founder Option).

The Company was listed on the London Stock Exchange on 9 February 2010. On 5th March 2010 the Company allotted 509,700 Ordinary shares in accordance with the over allotment optionexercised by Credit Suisse Securities (Europe) Limited, acting as stabilising manager in connection with the placing of Horizon's ordinary shares. Following admission of the Over-Allotment Shares, there are 40,514,700 ordinary shares in issue.

 

6 Share based payments

 

In accordance with IFRS2 share-based payment arrangements in which the Group receives goods or services as consideration for its own equity instruments are accounted for as equity-settled share-based payment transactions, regardless of how the equity instruments are obtained by the Group.

 

In respect of the Founder shares, Founder options and Founder securities there are no future service conditions attaching to these instruments and therefore they have deemed to have vested at grant date.

 

The fair value of the share entitlements granted is measured taking into account the terms and conditions upon which they were granted. The Board has applied these principles and has concluded that the Founder shares, Founder securities and Founder option were issued at fair value at the grant date. Therefore there is no charge required in respect of these instruments in the financial statements.

 

The Independent Non-Executive Directors were each entitled to participate in the Placing by subscribing for New Ordinary Shares at the Placing Price, up to a maximum subscription of £100,000 each. To the extent that they so participate they will be granted the right (subject to certain conditions) to subscribe at nominal value for up to 2 Ordinary Shares for every New Ordinary Share subscribed by them (the "share matching scheme").

In respect of the Independent Non-Executive Directors share matching award the Board have calculated the cost based upon the fair value and taking into account the vesting period and using the Black Scholes methodology. This is on the basis that a maximum of 60,000 ordinary shares can be subscribed for under the share matching award and that during the period no subscription was forfeited, expired, exercised or exercisable. The weighted average life remaining is 91 days and the Black Scholes calculation has been based on a volatility of 25% (based on the FTSE 250 index for the previous 3 years) and a risk free interest rate of 0.76% (based on 2 year UK Government Bond). Based on this the charge for the period ending 30 April 2011 is £135,000.

 

 

 

7 Reconciliation of shareholders' funds and movement on reserves

 

Share Capital

Share Premium

Profit & loss account

Total shareholder's funds

£'000

£'000

£'000

£'000

At 31 October 2010

4,101

392,641

(3,493)

393,249

(Loss)/profit for the period

-

-

(1,065)

(1,065)

Equity settled share based payment

-

-

135

135

At 30 April 2011

4,101

392,641

(4,423)

392,319

 

8 Related party transactions

 

Whilst the Board is responsible for the Company's objective and business strategy and its overall supervision (including the approval of the Acquisition), the Company has outsourced most of its operating functions, including the identification and assessment of acquisition opportunities, and the design and execution of the restructuring process and setting the strategy for the acquired company or business, to the Operator, a newly established UK limited liability partnership (APR Energy Adviser LLP). The members of the Operator are the Founders (see above) and (in respect of a minority participating interest held for regulatory reasons), the Company.

 

During the period a fee of £2.5m payable to the operator was incurred in accordance with the terms as set out in the operator agreement.

 

9 Post Balance Sheet Event

 

On 13 June 2011 the company announced the acquisition of 100% of APR Energy Cayman Limited, and 100% of its service company, Falconbridge Services LLC, (together "APR"), for a combined equity consideration of $855 million, based on Horizon's closing share price on 12 June 2011, satisfied by the payment of $359 million in cash and the issue of 32.1 million new Horizon shares. The acquisition will leave approximately $275m of residual cash on Horizon's balance sheet to accelerate APR's growth.

 

The Board considers the acquisition to be a non adjusting post balance sheet event and therefore it does not result in any changes to amounts included in the financial statements.

 

Horizon Acquisition Company shares were immediately suspended upon the acquisition, with the intention (subject to approval by the UK Listing Authority) to re-admit the ordinary shares of APR Energy PLC to the standard list of the London Stock Exchange. The prospectus for this listing is expected to be published and APR's shares to be admitted to the Official List by the end of September 2011.

 

Following an acquisition, the embedded derivative component of the financial liabilities become convertible into ordinary equity or redeemable for cash, based upon the market capitalisation of the company. As the listing is subject to approval from the UK Listing Authority, the financial liabilities are not yet legally convertible or redeemable, and therefore, the Board considers the fair value of the embedded derivatives at the balance sheet date is unchanged as a result of the acquisition.

 

The Board does not consider it possible or practical to make a financial assessment of the effect of the legal completion of the acquisition in respect of the financial liabilities, as the shares are currently suspended from trading, and there is therefore no indicative share price or market capitalisation by which to reference the fair values.

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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