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Half Yearly Report

30th Sep 2015 07:00

RNS Number : 6065A
Greenko Group plc
30 September 2015
 

30 September 2015

 

Greenko Group PLC

("Greenko", "the Company" or "the Group")

 

Interim Results for the six months ended 30 June 2015

 

Greenko, the Indian developer, owner and operator of clean energy projects, today announces its unaudited interim results for the six month period ended 30 June 2015 ("the period").

 

Effective 31 December 2014 the Company changed its financial year end from 31 March to 31 December. These results, therefore, are for the six months from 1 January 2015 to 30 June 2015 and, being the first half year of presentation for this period, previous year comparatives are not available.

 

Operational & Financial Highlights

 

· Operational capacity - 838 MW

· Generation - 904 GWh

· Revenue - US$56.1 million

· EBITDA - US$34.9 million

· Adjusted loss after tax - US$21.4 million (excluding exceptional item)

· Property, plant, equipment and intangibles - US$1,316.6 million

 

Non-binding offer to acquire the Company's shares in Greenko Mauritius ("GM")

 

· As announced on 14 August 2015, the Company has signed non-binding heads of terms with Cambourne Investment Private Limited, an affiliate of GIC, for the sale of all of the Company's shares in GM for a gross cash consideration of approximately £162.8 million

· The transaction documentation is at an advanced stage and the Company expects to present the sale proposal to shareholders for approval in the near future

 

Commenting on the results, Anil Chalamalasetty, CEO and MD of Greenko, said:

 

"Our portfolio approach continues to deliver a good operational performance and, during the six month period to 30 June 2015, we have added 123 MW of operational capacity.

 

As the Indian energy market becomes increasingly favourable towards hydro and wind power, especially with the Government's recent announcement increasing its target for renewable generation to 175 GW by 2022, we remain very optimistic about the strong sustainability of our operational and financial performance. We are on track to beat our milestone target of owning and operating 1,000 MW of generating capacity by the end of 2015."

 

Enquiries:

 

Greenko Group plc

+44 (0) 20 7920 3150

Keith Henry/Mahesh Kolli/Anil Chalamalasetty

Arden Partners plc

+44 (0)20 7614 5917

Jonathan Keeling/Steve Douglas/James Felix

Investec Bank plc

+44 (0)20 7597 4000

Jeremy Ellis/Nigel Robinson

Tavistock Communications

+44 (0)20 7920 3150

Matt Ridsdale/Mike Bartlett/Niall Walsh

 

About Greenko

 

Greenko is a mainstream participant in the growing Indian energy industry and a market leading owner and operator of clean energy projects in India utilising a de-risked portfolio of wind, run-of-river hydropower, natural gas and biomass assets. The Group is now focused on building new utility scale wind farms and hydropower projects across India. Greenko intends to increase the installed capacity it operates by winning concessions to develop and build new greenfield assets, as well as making selective acquisitions which enhance shareholder value. Greenko's portfolio is carefully planned and managed to ensure it offers investors diversification and spreads its risk across a number of projects that utilise various well-proven environmental technologies.

 

The Company's goal is to reach 1,000 MW of operational capacity in 2015. With a core belief in sustainability both operationally and environmentally, Greenko endeavours to be a responsible business playing an important role in the community beyond its role in the power generation industry. The Company maintains a continuous involvement in localised projects and community programmes which centre on education, health and wellbeing, environmental stewardship and improving rural infrastructure. Greenko Group plc was admitted to trading on the AIM market of the London Stock Exchange (LSE: GKO) in November 2007.

 

Chairman's Statement

 

I am pleased to report Greenko's interim unaudited results for the six month period ended 30 June 2015. The Company's operations have generally performed well during the period and our available funds and capital resources will allow us to meet our target of having 1,000 MW of generating assets by the end of 2015.

 

Growth in our generating portfolio was good, with two new wind projects being commissioned during the period, taking our operating wind portfolio to 502 MW. Our operating hydro portfolio increased to 258 MW with the acquisition of the Swasti Hydro 22.5 MW asset in our Northern cluster. Our total operating portfolio, including legacy biomass and other assets, was 838 MW at the period end, a 17.2% increase since the end of December 2014. Including our on-going construction work, this resulted in US$171.7 million of net assets being added to the balance sheet during the period.

 

A number of additional wind projects are under advanced stages of construction and scheduled to be commissioned later this year, and our hydro projects currently under construction are expected to become operational in 2015 and 2016.

 

Update on proposed sale of the Company's shares in Greenko Mauritius

 

The Company announced on 14 August 2015 that it had signed non-binding heads of terms with GIC for the sale of all of the Company's shares in GM for a gross cash consideration of £162.8 million. The transaction documentation is at an advanced stage and the Company expects to present the sale proposal to shareholders for approval in the near future.

 

Keith Henry

Chairman

 

 

Chief Executive Officer's Statement

 

Introduction

 

I am pleased to present Greenko's interim unaudited financial results for the six month period ended 30 June 2015 which, as a result of the change in our financial year end to 31 December, is the first occasion we have reported for this period.

 

Operational Review

 

Generation during the period was 904 GWh, an increase of 49% from 606 GWh in the same six month period last year. Installed capacity increased to 838 MW, compared to 715 MW as at the end of December 2014, giving a growth of 17.2%.

 

The acquisition of the 22.5 MW Swasti Hydro project in the Northern Cluster increased our operating hydro assets to 258 MW, and the completion of 100 MW of two new wind projects increased our operating wind portfolio to 502 MW. We have retained our 78 MW of fuel and biomass plants but, as the scale of our renewable projects increases, we are considering the future of these plants.

 

Construction progress

 

We have continued with our extensive investment programme by adding US$171.7 million to our capital assets during the period, and Greenko now has US$1,316.6 million invested in fixed and intangible assets (arising from acquisitions), making the Company one of India's leading renewable power companies.

 

Our construction of utility scale on-shore wind farms has continued apace. By taking advantage of the substantial grid connection capacity established for our initial developments, subsequent phases have been able to come on stream more rapidly. The construction of a further 300 MW of wind farms spread over three locations is well under way. The 60 MW Tanot Phase 2 and 100 MW Vyshali projects are progressing well and are expected to be operational by December 2015.

 

We also have 178 MW of hydro assets under construction. By their nature, these are longer term construction projects, but potentially offer longer life cycles and higher load factors. Our large 96 MW project at Dikchu in Sikkim is nearing completion and is expected to be operational by end of the year. Our other hydro investments are smaller in scale and are due to become operational in 2016.

 

Convertibles

 

In 2013 we were pleased to welcome GIC as a new investor in our subsidiary holding company GM with an investment of £100 million in exchangeable shares. Both GIC and Global Environment Emerging Markets, who invested in 2009, have the opportunity to exchange their investment in GM for shares in the Company in the period from mid-2015 to 2017 which, when exchanged, would significantly increase the equity capital base of the Company. The first occasion these shares could be exchanged was 1 July 2015. In view of the significant fall in the share price, the Company has had to take a non-cash charge in its profit and loss account for the potential increase in dilution of equity if exchanged by these two institutions, based on the guaranteed protective returns to them. This has resulted in a provision of US$98 million as an exceptional item.

 

Financial Review

 

Unfortunately our good operational performance has not resulted in similarly strong financial results due to several factors, including a late start and below average monsoon season, which impacted our southern based wind and hydro projects in particular, plus lower price realisation in the open market for energy generation by Budhil Hydro. In the period, we delivered overall revenues of US$56.1 million, EBITDA of US$34.9 million, and a pre-exceptional loss before tax of US$20.6 million.

 

At the end of 30 June 2015, Greenko had US$95.2 million of net cash resources, and US$191.9 million of undrawn facilities available for investment and growth. In addition, as we complete the present portfolio of assets under construction and they become operational for a full year, we can expect a significant increase in the internally generated free cash flow to contribute to further growth.

 

Outlook

 

The six month period from January to June is before the main monsoon season, which is typically June to September, and hence generation from our wind and hydro projects is considerably lower in this period than is expected in the second half of the year. These seasonal factors, coupled with the Company's depreciation and finance costs being period/time based costs and not proportionate to revenue split, create a considerable seasonal variation in our results for each half of the year. Furthermore, as outlined above, we will have 256 MW of additional assets operational before the year end, taking us past our 1,000 MW target and significantly increasing the amount of generation we will produce during 2016.

 

Anil Kumar Chalamalasetty

Chief Executive Officer and Managing Director

 

 

Interim condensed consolidated statement of financial position

 

US$

30 June 2015

(Un audited)

31 December 2014

(Audited)

Assets

Non-current assets

Intangible assets

144,197,515

142,649,773

Property, plant and equipment

1,172,387,589

1,002,281,404

Bank deposits

32,356,463

29,115,837

Trade and other receivables

8,679,837

7,140,919

Other non-current financial assets

7,874,813

12,911,549

1,365,496,217

1,194,099,482

Current assets

Inventories

7,783,479

9,718,485

Trade and other receivables

78,868,451

78,442,400

Available-for-sale financial assets

99,687

100,965

Bank deposits

6,157,962

8,201,710

Current tax assets

841,172

740,445

Cash and cash equivalents

56,645,061

109,852,216

150,395,812

207,056,221

Assets of disposal group classified as held for sale

11,991,236

12,737,960

Total assets

1,527,883,265

1,413,893,663

Equity and liabilities

Equity

Ordinary shares

1,078,994

1,078,994

Share premium

290,799,067

290,799,067

Other components of equity

(92,794,115)

(88,003,290)

Retained earnings

(30,813,881)

50,825,968

Equity attributable to owners of the Company

168,270,065

254,700,739

Non-controlling interests

138,166,577

173,021,988

Total equity

306,436,642

427,722,727

Liabilities

Non-current liabilities

Retirement benefit obligations

934,753

794,255

Borrowings

924,526,992

790,800,851

Other financial liabilities

51,296,712

52,379,735

Deferred tax liabilities

48,228,948

48,669,248

Trade and other payables

10,592,466

4,554,745

1,035,579,871

897,198,834

Current liabilities

Trade and other payables

60,660,007

71,850,115

Current tax liabilities

1,937,024

1,590,898

Borrowings

22,289,278

12,736,358

Other financial liabilities

98,579,728

-

183,466,037

86,177,371

Liabilities of disposal group classified as held for sale

2,400,715

2,794,731

Total liabilities

1,221,446,623

986,170,936

Total equity and liabilities

1,527,883,265

1,413,893,663

 

Interim condensed consolidated income statement

 

US$

Six months ended 30 June 2015

(Un audited)

Nine months ended 31 December 2014

(Audited)

Revenue

56,082,978

100,206,933

Other operating income

160,365

143,105

Cost of material and power generation expenses

(8,822,054)

(10,029,831)

Employee benefits expense

(4,503,978)

(5,652,582)

Other operating expenses

(7,967,370)

(6,122,021)

Excess of group's interest in the fair value of acquiree's assets and liabilities over cost

-

2,036,236

Earnings before interest, taxes, depreciation and amortization (EBITDA)

34,949,941

80,581,840

Depreciation, amortization and impairment

(15,717,762)

(21,435,766)

Employee share based payments

(620,174)

(1,502,599)

Operating profit before exceptional items

18,612,005

57,643,475

Exceptional items (net) (Refer Note 8)

(94,093,768)

6,177,759

Operating profit

(75,481,763)

63,821,234

Finance income

1,177,479

1,950,130

Finance cost

(40,405,544)

(41,876,903)

Profit before tax

(114,709,828)

23,894,461

Income tax expense

(786,803)

(7,978,254)

Profit for the period

(115,496,631)

15,916,207

Attributable to:

Owners of the Company

(81,639,849)

9,264,877

Non - controlling interests

(33,856,782)

6,651,330

(115,496,631)

15,916,207

Earnings per share for profit attributable to the equity holders of the Company during the period

- Basic (in cents)

(52.41)

6.07

- Diluted (in cents)

(52.41)

5.84

 

 

Interim condensed consolidated statement of comprehensive income

 

US$

Six months ended 30 June 2015

 (Un audited)

Nine months ended 31 December 2014 (Audited)

Profit for the period

(115,496,631)

15,916,207

Other comprehensive income

Items that will not be reclassified subsequently to profit or loss

Exchange differences on translating foreign operations

(998,629)

(8,812,518)

Items that will be reclassified subsequently to profit or loss

Unrealised losses on available-for-sale financial assets

127

(1,748)

Exchange differences on translating foreign operations

(5,990,102)

(44,551,280)

Total other comprehensive income

(6,988,604)

(53,365,546)

Total comprehensive income

(122,485,235)

(37,449,339)

Total comprehensive income attributable to:

Owners of the Company

(87,629,824)

(35,288,151)

Non-controlling interest

(34,855,411)

(2,161,188)

(122,485,235)

(37,449,339)

Interim condensed consolidated statement of changes in equity (Un-audited)

 

US$

Ordinary shares

Share premium

Other components of equity

Retained earnings

Total attributable to owners of Parent

Non-controlling interests

Total equity

At 1 April 2014 (Restated)

1,045,976

280,494,895

(44,765,693)

41,561,091

278,336,269

175,165,825

453,502,094

Transfer from revaluation reserve

-

-

(17,351)

-

(17,351)

17,351

-

Issue of shares under employee share option plan

33,018

10,304,172

(10,304,172)

-

33,018

-

33,018

Employee share based payments

-

-

11,152,970

-

11,152,970

-

11,152,970

Government grants

-

-

483,984

-

483,984

-

483,984

Transaction with owners

33,018

10,304,172

1,315,431

-

11,652,621

17,351

11,669,972

Profit for the period

-

-

-

9,264,877

9,264,877

6,651,330

15,916,207

Other comprehensive income

Unrealised loss on available-for-sale financial assets

-

-

(1,748)

-

(1,748)

-

(1,748)

Exchange differences on translating foreign operations

-

-

(44,551,280)

-

(44,551,280)

(8,812,518)

(53,363,798)

Total comprehensive income

-

-

(44,553,028)

9,264,877

(35,288,151)

(2,161,188)

(37,449,339)

At 31 December 2014

1,078,994

290,799,067

(88,003,290)

50,825,968

254,700,739

173,021,988

427,722,727

Employee share based payments

-

-

1,199,150

-

1,199,150

-

1,199,150

Transaction with owners

-

-

1,199,150

-

1,199,150

-

1,199,150

Profit for the period

-

-

-

(81,639,849)

(81,639,849)

(33,856,782)

(115,496,631)

Other comprehensive income

Unrealised loss on available-for-sale financial assets

-

-

127

-

127

-

127

Exchange differences on translating foreign operations

-

-

(5,990,102)

-

(5,990,102)

(998,629)

(6,988,731)

Total comprehensive income

-

-

(5,989,975)

(81,639,849)

(87,629,824)

(34,855,411)

(122,485,235)

At 30 June 2015

1,078,994

290,799,067

(92,794,115)

(30,813,881)

168,270,065

138,166,577

306,436,642

 

 

Interim condensed consolidated statement of cash flow

 

US$

30 June 2015

(Un audited)

31 December 2014

(Audited)

A.

Cash flows from operating activities

Profit before income tax

(114,709,828)

23,894,461

Adjustments for

Depreciation, amortization and impairment

15,717,762

21,435,766

Employee share based payments

620,174

1,502,599

Finance income

(1,177,479)

(1,950,130)

Finance cost

40,405,544

41,876,903

Exceptional items

94,093,768

(6,177,759)

Excess of Group's interest in the fair value of acquiree's assets and liabilities over cost

-

(2,036,236)

Changes in working capital

Inventories

2,299,388

(610,225)

Trade and other receivables

(2,722,690)

(11,632,587)

Trade and other payables

2,736,023

(7,495,511)

Cash generated from operations

37,262,662

58,807,281

Taxes paid

(2,712,923)

(4,726,311)

Net cash from operating activities

34,549,739

54,080,970

B.

Cash flows from investing activities

Purchase of property, plant and equipment and capital expenditure

(160,745,614)

(175,339,659)

Acquisition of business, net of cash acquired

(12,603,162)

(17,854,375)

Investment in mutual funds

-

(16,455)

Advance given for purchase of equity

-

(1,151,884)

Payment for acquisitions relating to earlier years

-

(192,250)

Bank deposits

(1,618,391)

(1,089,475)

Interest received

934,228

930,045

Dividends received from mutual funds

161

45,615

Net cash used in investing activities

(174,032,778)

(194,668,438)

C.

Cash flows from financing activities

Proceeds from issue of shares

-

33,018

Proceeds from borrowings (net of costs)

126,980,364

786,515,640

Repayment of borrowings

(2,259,633)

(523,926,105)

Interest paid

(39,466,791)

(56,346,938)

Net cash from financing activities

85,253,940

206,275,615

Net increase in cash and cash equivalents

(54,229,099)

65,688,147

Cash and cash equivalents at the beginning of the period

109,852,216

44,322,712

Exchange losses on cash and cash equivalents

1,021,944

(158,643)

Cash and cash equivalents at the end of the period

56,645,061

109,852,216

 

1. General information

 

Greenko Group plc ("the Company" or "the Parent") is a company domiciled in the Isle of Man and registered as a company limited by shares under the provisions of Part XI of the Isle of Man Companies Act 2006. The registered office of the Company is at Merchants House, 24 North Quay, Douglas, Isle of Man, IM1 4LE. The Company is listed on the Alternative Investment Market ("AIM") of the London Stock Exchange.

 

The Company together with its subsidiaries ("the Group") is in the business of owning and operating clean energy facilities in India. All the energy generated from these plants is sold to state utilities and other electricity transmission and trading companies in India through power purchase agreements ("PPA"). The Group holds a licence to trade up to 100 million units of electricity per annum in the whole of India except the state of Jammu and Kashmir. The Group is also a part of the Clean Development Mechanism ("CDM") process and generates and sells Certified Emission Reductions ("CER") and Voluntary Emission Reductions ("VER") and Renewable Energy Certificates ("REC").

 

These financial statements are the un-audited interim condensed consolidated financial statements ("Interim Financial Statements") for the six month period ended 30 June 2015 (hereafter 'the interim period'). The interim financial statements have been approved for issue by the Board of Directors on 29 September 2015. .

 

2. Basis of preparation

 

The condensed interim consolidated financial statements ("the interim financial statements") are for the six months ended 30 June 2015 and are presented in US Dollars. The interim financial statements have been prepared in accordance with International Accounting Standard 34 (IAS 34) Interim Financial Reporting and do not include all of the information required in annual financial statements in accordance with International Financial Reporting Standards and should be read in conjunction with the consolidated financial statements of the Group for the year ended 31 December 2014.

 

3. Significant accounting policies

 

The interim financial statements have been prepared in accordance with the accounting policies adopted in the Group's last annual financial statements for the year ended 31 December 2014. The presentation of the Interim Financial Statements is consistent with the audited Annual Financial Statements. Where necessary, comparative information has been reclassified or expanded from the previously reported Annual Financial Statements.

 

Presentation of 'Exceptional items' on the statement of profit or loss

 

During the period ended December 2014, the Group has included a new line item 'Exceptional items' in the consolidated statement of profit or loss. Exceptional items are material items which individually, or of a similar type, in aggregate, need to be disclosed separately by virtue of their size, nature or incidence in order to better understand the Group's financial performance. Management believes that 'exceptional items' is meaningful for users of the consolidated financial statements as it helps the investors in analysing operating results and profitability.

 

4. Estimates

The preparation of the Interim Financial Statements requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets, liabilities and the disclosure of contingent liabilities at the date of the Interim Financial Statements. If in the future such estimates and assumptions, which are based on management's best judgments at the date of the Interim Financial Statements, deviate from the actual circumstances, the original estimates and assumptions will be modified as appropriate in the period in which the circumstances change.

 

 

5. Earnings per share

 

Both the basic and diluted earnings per share have been calculated using the profit attributable to the shareholders of the parent company as the numerator, i.e. no adjustments to profits were necessary during the six months period ended 30 June 2015 and nine months period ended 31 December 2014.

 

The weighted average number of shares for the purposes of the calculation of diluted earnings per share can be reconciled to the weighted average number of ordinary shares used in the calculation of basic earnings per share as follows:

 

30 June 2015

31 December 2014

Weighted average number of ordinary shares used in basic earnings per share

155,761,606

152,608,879

Shares deemed to be issued for no consideration in respect of share based payments

149,992

149,995

Shares deemed to be issued for no consideration to preference shareholders of subsidiary company

29,124,371

16,984,771

Adjustment for assumed conversion of A Exchangeable Shares

44,861,538

44,861,538

Weighted average number of ordinary shares used in diluted earnings per share

229,897,507

214,605,183

 

6. Intangible assets

 

US$

Licences

Electricity PPAs

Goodwill

Total

Cost

At 1 January 2015

121,444,443

12,569,335

19,185,422

153,199,200

Acquisition through business combination

1,809,846

-

2,041,423

3,851,269

Exchange differences

(845,245)

(82,810)

(177,314)

(1,105,369)

At 30 June 2015

122,409,044

12,486,525

21,049,531

155,945,100

At 1 April 2014

122,147,697

14,704,093

20,216,519

157,068,309

Acquisition through business combination

5,832,361

-

-

5,832,361

Adjustments

-

(1,459,235)

-

(1,459,235)

Exchange differences

(6,535,615)

(675,523)

(1,031,097)

(8,242,235)

At 31 December 2014

121,444,443

12,569,335

19,185,422

153,199,200

Accumulated amortization and impairment

At 1 January 2015

2,880,280

7,669,147

-

10,549,427

Charge for the period

628,215

657,188

-

1,285,403

Exchange differences

(27,647)

(59,598)

-

(87,245)

At 30 June 2015

3,480,848

8,266,737

-

11,747,585

At 1 April 2014

2,088,965

8,374,069

-

10,463,034

Charge for the period

934375

1,139,997

-

2,074,372

Adjustments

-

(1,459,235)

-

(1,459,235)

Exchange differences

(143,060)

(385,684)

-

(528,744)

At 31 December 2014

2,880,280

7,669,147

-

10,549,427

Net book value

At 30 June 2015

118,928,196

4,219,788

21,049,531

144,197,515

At 31 December 2014

118,564,163

4,900,188

19,185,422

142,649,773

 

7. Property, plant and equipment

 

US$

Land

Buildings

Plant and machinery

Furniture, fixtures & equipment

Vehicles

Capital work-in-progress

Total

Cost

At 1 January 2015

14,762,034

124,702,954

574,903,031

3,040,122

1,653,066

331,766,783

1,050,827,990

Additions

1,880,114

5,936,174

66,393,009

592,499

121,506

164,013,685

238,936,987

Acquisition through business combination

204,509

3,098,456

23,524,292

34,307

33,639

-

26,895,203

Capitalisation/Disposals

-

-

-

-

-

(72,829,026)

(72,829,026)

Exchange differences

(128,310)

(980,795)

(5,169,085)

(31,730)

(13,408)

(3,122,105)

(9,445,433)

At 30 June 2015

16,718,347

132,756,789

659,651,247

3,635,198

1,794,803

419,829,337

1,234,385,721

At 1 April 2014

10,720,559

120,317,789

361,919,263

2,675,889

1,652,561

292,185,978

789,472,039

Additions

4,653,241

1,629,360

144,199,043

375,748

110,655

199,293,677

350,261,724

Acquisition through business combination

130,295

9,458,007

97,909,932

102,483

33,328

-

107,634,045

Capitalisation/Disposals

-

-

-

-

-

(141,242,819)

(141,242,819)

Exchange differences

(742,061)

(6,702,202)

(29,125,207)

(113,998)

(143,478)

(18,470,053)

(55,296,999)

At 31 December 2014

14,762,034

124,702,954

574,903,031

3,040,122

1,653,066

331,766,783

1,050,827,990

Accumulated depreciation and impairment

At 1 January 2015

-

12,878,470

33,781,214

1,194,397

692,505

-

48,546,586

Depreciation for the period

-

2,501,032

11,456,282

315,492

159,553

-

14,432,359

Exchange Difference

-

(592,574)

(358,948)

(17,358)

(11,933)

-

(980,813)

At 30 June 2015

-

14,786,928

44,878,548

1,492,531

840,125

-

61,998,132

At 1 April 2014

-

10,508,742

19,748,736

780,337

541,478

-

31,579,293

Charge for the period

-

3,027,269

15,664,193

448,302

221,630

-

19,361,394

Exchange differences

-

(657,541)

(1,631,715)

(34,242)

(70,603)

-

(2,394,101)

At 31 December 2014

-

12,878,470

33,781,214

1,194,397

692,505

-

48,546,586

Net book value

At 30 June 2015

16,718,347

117,969,861

614,772,699

2,142,667

954,678

419,829,337

1,172,387,589

At 31 December 2014

14,762,034

111,824,484

541,121,817

1,845,725

960,561

331,766,783

1,002,281,404

8. Exceptional item

 

In accordance with the accounting policy of the group, the fair value of conversion instruments, entered with GEEMF III GK Holdings MU ("GEEMF") and Cambourne Investments Private Limited ("CIPL"), were re-measured as at 30 June 2015. In view of significant movement in the share price of the Company, the fair value of these conversion instruments resulted in, due to their protected returns, a loss of $98,579,728 which is presented as an exceptional item.

 

9. Commitments

 

Capital expenditure contracted for at 30 June 2015 but not yet incurred aggregated to $135,003,605 (31 December 2014: $136,766,141).

 

10. Business combinations

 

During the period ended 30 June 2015, the Group acquired the following Company to enhance the generating capacity of the Group from clean energy assets. Details of the acquisition are set out below:

 

Effective Date of acquisition

Percentage acquired

Swasti Power Private Limited (SPPL)

01 April 2015

100.00%

 

SPPL is engaged in the operation of 22.5MW of a hydel project in the state of Uttarakhand, India. Details of net assets acquired are as follows:

 

US$

SPPL

Purchase consideration:

- Cash paid

13,413,018

- Amount payable

3,920,959

Total Purchase consideration

17,333,977

Fair value of net asset acquired

15,292,556

Goodwill

2,041,421

 

Fair value of the acquiree's assets and liabilities arising from the acquisition are as follows:

 

US$

SPPL

Property, plant and equipment

26,895,203

Working capital

36,904

Licence

1,809,846

Other Non-current assets

13,372

Cash and cash equivalents

809,856

Trade and other payables

(73,155)

Deferred income tax liabilities

(2,315,952)

27,176,074

Borrowings

(11,883,518)

Net assets

15,292,556

Purchase consideration settled in cash

13,413,018

Cash and cash equivalents

(809,856)

Cash outflow on acquisition

12,603,162

 

11. Subsequent Events

 

In August 2015, the Company announced that it has signed non-binding heads of terms with Cambourne Investment Private Limited, an affiliate of GIC, for the sale of all of the Company's shares in Greenko Mauritius for a gross cash consideration of approximately £162.8 million ($255.9 million) (the "transaction"). The transaction if completed would result in the sale of the Company's trading activities and assets, which comprise the development, ownership and operation of clean energy projects in India together with the release of the Company from all associated financial liabilities including debt and associated minority interests.

 

Whilst discussions between the Company and GIC are at an advanced stage, the heads of terms are non-binding and the transaction will be subject to the entry by the Company and GIC into a legally binding sale and purchase agreement. In addition, completion of the transaction will be subject to a number of conditions, including the approval of Shareholders and other stakeholders, in accordance with the requirements of the AIM Rules, and arrangements being agreed between GIC and the senior management, including Mahesh Kolli and Anil Chalamalasetty, for their continued involvement as managers and investors in the business.

 

12. During the previous year, the parent had changed its presentation currency from 'EURO' to 'US Dollar' ("US$") and also the financial year from fiscal to calendar year and presented consolidated financial statements for a period of nine months from 1 April 2014 to 31 December 2014. The audited consolidated financial statements for the year ended 31 December 2014 are presented as comparative amounts. Accordingly, the comparative amounts for the income statement, statement of changes in equity, cash flow statement and related notes are not entirely comparable.

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