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Half Yearly Report

13th Dec 2012 07:00

RNS Number : 4210T
Greenko Group plc
13 December 2012
 



 

 

 

13 December 2012

 

 

Greenko Group PLC

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

 

Interim Results for the six months ended 30 September 2012

 

Greenko, the Indian developer, owner and operator of clean energy projects, today announces its interim results for the six months ended 30 September 2012 ("the period").

 

Financial Highlights

·; Revenue grew 28.1%, and adjusted1 EBITDA grew 57.1%, both in constant currency terms

·; Reported revenue increased 19.5% to €23.7 million (2011: €19.8 million)

·; Adjusted1 EBITDA increased 46.5% to €16.5 million (2011: €11.2 million)

·; Adjusted1 profit after tax increased 121.2% to €4.2 million (2011: €1.9 million)

·; Property, plant, equipment and intangibles grew 73.2% to €422.8 million (2011: €244.1 million)

·; Executive Directors Anil Chalamalasetty and Mahesh Kolli subscribed £5 million for 2.2 million new shares at 225 pence per share in August

 

Operational Highlights

·; Successful acquisition of eight operational hydropower projects in Himachal Pradesh

·; Addition of the Devgarh 49.5 MW wind farm in Rajasthan to the pipeline for commissioning in 2013

·; Approximately 500 MW of projects in construction, plus 850 MW in active development

 

Post period end

·; Acquisition completed of a 14 MW operational hydropower project in Himachal Pradesh

·; Final US$35 million drawn of the Standard Chartered investment commitment

 

 

 

1 Adjusted for the one-off non-cash 2008 LTIP charge in order to enable a like for like comparison with the previous year.

 

 

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

"Greenko has grown significantly this year and in the last six months, we have invested over €116 million into the business. This was used for the 500 MW of projects we are currently building, and to acquire new assets. Our total operating portfolio has grown 58% since March and despite a weak monsoon, adjusted EBITDA grew 57% on a constant currency basis. Construction of our next 100 MW wind farm is well underway and the first turbines are already up, keeping us on track to add over 250 MW of operational wind power in 2013. Current market conditions are also creating opportunities for a well-capitalised business, such as Greenko, to secure further hydro assets at very attractive prices. With 500 MW of projects currently under construction, we expect to see substantial growth in our generating capacity in the next twelve months."

 

A presentation for analysts will be held at 10.00am this morning at Tavistock Communications, 131 Finsbury Pavement, London, EC2A 1NT. Please contact Matt Ridsdale or Mike Bartlett on 020 7920 3150 if you would like to attend.

 

 

 

For further information please visit www.greenkogroup.com or call:

 

Greenko Group plc

Anil Chalamalasetty

+44 (0)20 7920 3150

Mahesh Kolli

Vasudeva Rao

Mark Thompson

 

Arden Partners plc

+44 (0)20 7614 5917

Richard Day

 

Tavistock Communications

+44 (0)20 7920 3150

Matt Ridsdale / Mike Bartlett

 

 

 

 

Report to Shareholders

 

Chairman's Statement

 

I am pleased to report Greenko's interim results for the six months ended 30 September 2012. The Company is in excellent shape, with robust operating cash flows and a balance sheet capable of taking it to a 1,000 MW in 2015. Financial growth was significant, helped by the addition of new operational hydro projects, a new wind project and turbines starting to go up at our next 100 MW wind farm. Including our on-going construction work, this resulted in over €116 million of net assets being added to the balance sheet.

 

Assets generating power grew from 182.5 MW to 275 MW. Shortly after the end of the period we reached 289 MW. We expect this growth to accelerate over the next couple of years as we complete the 500 MW of projects currently under construction, and most of the 850 MW of projects in active development move into the construction phase. The recent addition of the 49.5 MW Devgarh wind farm to our active development pipeline, following the significant tariff change in Rajasthan, also gives an indication of the quality of the early stage projects underlying the actual active development pipeline we report on.

 

Clean Energy is an important part of the Indian energy market and should provide a significant portion of the Indian Government's 12th Plan target for new capacity. Clean Energy also attracts strong regulatory support and a favourable tariff structure. Current supply of all forms of power in India falls well short of demand, and this is expected to continue for many years. India's widely publicised grid blackout in July deprived 600 million people - or 10% of the world's population - of electricity, and indirectly advertised the scale of the opportunity for Independent Power Producers ('IPP') such as Greenko.

 

Greenko's main technologies - hydropower and wind power - are at grid parity in the states where we operate. This means the price of power from renewables is at the same price as conventional power, which is a significant milestone for renewables. It de-risks our portfolio by mitigating exposure to potentially unpredictable government incentives and instead relies on the economic fundamentals of supply and demand. A late and somewhat weak monsoon impacted output from our southern hydro projects. However, excellent performance from our northern hydro assets partially offset this, proving the value of our diversified portfolio. A slight extension of the monsoon into mid-October should also help full year performance, aided by November's introduction of higher tariffs for biomass power in Andhra Pradesh.

 

The last eighteen months have seen an intense level of activity in the Company. While not obvious from last year's headline operating capacity, the benefits of our diligent and disciplined approach became apparent this year, as we closed acquisitions for 61 MW of very attractive hydro projects in Himachal Pradesh. We are continuing to assess a range of high quality hydro opportunities, but only where assets can be secured at an attractive price.

 

The Company's profitable progress and strong underlying operational performance was achieved despite the challenging times in the Indian power market and a difficult economic environment. The depreciation of the Rupee against the Euro by approximately 7.2% over the previous year has again led to significant foreign currency translation differences in our consolidated accounts. Although generation increased 34.7%, power revenue only increased 19.5%, due to the weakness of our functional operating currency (the Indian Rupee) relative to our reporting currency (the Euro) and a change in our generating mix. Exchange rate fluctuations have no economic impact on our business, or its actual profit, they only make like for like comparisons difficult. Our generating mix changed with the growth in cheaper, but higher margin, hydro power. A modest cut in interest rates at the start of the period was welcome, as we remain on track to deploy around €210 million of capex (i.e. excluding acquisitions) this year.

 

We were delighted to welcome Keith Henry to the Board as a Non-Executive Director in August. Keith brings many years of boardroom experience in the power and energy sectors, both with public and private companies, working on the development of large, complex projects. Keith's appointment is also a first step in the Board's structured approach to succession planning for the non-executive directors. On the executive team, our two founders also demonstrated commendable confidence in the business when they subscribed £5 million at 225 pence per share into new equity.

 

Outlook

In an environment of ever increasing demand for power in India and an emphasis on generation from clean energy sources, Greenko is positioned for strong and sustained growth. Over the next two years the shape and size of our operating portfolio will transform, as the 500 MW of projects currently in construction are completed. Despite challenges across the sector and exchange rate volatility continuing to distort the accounting treatment of our immediate financials, we are confident that the quality of the underlying assets should deliver substantial value to our shareholders. We see Greenko emerging as one of the more stable and leading players in India's power generation sector, and look forward to reporting further progress to you in the coming months.

 

 

 

Y Harish Chandra Prasad

Chairman

 

 

 

 

Executive Directors' Statement

 

Introduction

It is a pleasure to present Greenko's preliminary un-audited financial results for the six months ended 30 September 2012. We demonstrated profitable growth and have continued to build a portfolio that establishes Greenko as a mainstream utility IPP in the Indian energy market. Following last year's successful fund raisings which brought commitments totalling approximately £130 million, we are now deploying that balance sheet strength to deliver our 2015 target of 1,000 MW. The total power portfolio under our control represents over 1.6 GW. Our operational portfolio has increased 58% to 289 MW since March, with another 500 MW in construction, a further 850 MW in active development and €116 million of capital deployed into power assets.

 

Financial Review

Reported revenue was €23.7 million (2011: €19.8 million) from generation of 568.7 GWh (2011: 422.2 GWh). Although personnel and operating costs appeared to increase significantly to €4.3 million (2011: €2.8 million), this reflects the increased size of our generating portfolio and greater activity on our pipeline. Adjusted EBITDA, a key performance indicator for Greenko, increased 46.5% to €16.5 million (2011: €11.2 million), despite the financial performance being impacted by adverse currency movements and lower generation at our southern hydro assets. In April, the Company announced the exercise of a Long Term Incentive Plan option that awarded 6.8 million shares to ACMK Enterprise Ltd ('ACMK'), a company controlled by Greenko's executive directors Anil Chalamalasetty and Mahesh Kohli. The resulting one-time, non-cash charge was expensed through the consolidated statement of comprehensive income. As this makes like-for-like comparison of changes in the operating business difficult, we report adjusted figures in the narrative, with the share charge netted out. During the period, ACMK also subscribed £5 million into new shares at 225 pence per share.

 

Adjusted profit after tax increased 121.2% to €4.2 million (2011: €1.9 million) as EBITDA grew faster than the associated increases in depreciation and net finance charges. Profit after tax of €1.1 million (2011: €0.4 million) was attributed to minority shareholders, mainly the preference share held by Global Environment Emerging Markets Fund III (which invested in the Group at the Mauritius subsidiary level in 2009) and the owners of the 46.3% non-controlling interest in the Sumez hydro plant that Greenko subsequently acquired.

 

The Group's Plant, Property and Equipment and Intangible Assets increased by 73.2% to €422.8 million (2011: €244.1 million), primarily due to a significant increase in construction activity and the acquisition of the hydro projects in Himachal Pradesh. The funds raised last year were deployed in various projects under implementation and the cash (including deposits and money market funds) balance at the end of the year was €31.1 million (2011: €49.8 million). Total borrowing at the period end was €214.0 million (2011: €93.3 million) and Greenko had approximately €266 million of committed but undrawn facilities in place. Post the period end, the Company drew the final US$35 million (~€27.2 million) of the Standard Chartered commitment in October, with the final US$25 million of GE's commitment currently undrawn.

 

CER prices have fallen substantially over the last few years. Fortunately, our economic assessment of potential projects was always based on power sales alone and hurdle rates have not depended on a carbon price assumption. With a current price of approximately €0.6, CERs have ceased to have any material impact on our results and going forward, we will no longer report on our CER revenue, or holdings, unless they again become material.

 

Constant currency comparison of results for the six month period

The Group reports in Euros, but all its revenue, costs and operational activity is in Rupees. Recent volatility in the Rupee-Euro exchange rate has made like-for-like comparison of our financial results difficult. To partially overcome this, the following table is provided to compare our headline results on a constant currency basis, using last year's exchange rates.

 

As published

Translated at Sep 11 FX rates

€m

30 Sep 12

30 Sep 11

% change

30 Sep 12

30 Sep 11

% change

Revenue

23.7

19.8

19.5%

25.4

19.8

28.1%

Adjusted EBITDA

16.5

11.2

46.5%

17.7

11.2

57.1%

Adjusted operating profit

11.9

7.7

54.0%

12.8

7.7

65.2%

Adjusted profit after tax

4.2

1.9

121.2%

4.5

1.9

137.2%

Avg FX rate (INR/€)

69.2

64.5

7.2%

64.5

64.5

-

 

 

Operational and Development review

Greenko reports on its secured capacity in three categories: operating assets, projects in-construction and concessions under active development. Together, these represent over 1.6 GW of capacity, with 289 MW currently operational. Behind this is a much larger pipeline of potential development projects, which are not classified as 'active development' until the key concessions, resource assessment and agreements are in place.

 

Greenko's generating portfolio strategy is designed around asset clusters that offer local economies of scale, as well as diversification by geography, off-take and technology. Overall, the Company has approximately 500 MW of projects in-construction and a further 850 MW under active development. Collectively this includes just over 900 MW of wind power, with the remainder primarily hydropower. Greenko expects to have started construction on almost 400 MW of projects between now and the end of March 2014. We remain confident that 1,000 MW should be operational in 2015, with approximately 670 MW from wind and the balance predominantly from small and medium hydro projects.

 

Hydro

Today, Greenko is one of the largest operators of small hydro projects in India and the Company will continue to selectively add projects to retain a balance of assets, ensuring risk is spread both geographically and across technologies. The last six months have seen a significant increase in our operating hydro portfolio, with a series of acquisitions adding to the northern Himachal Pradesh hydro cluster. These additions grew the total hydro portfolio 58.6%, from 104 MW at the year-end to 165 MW currently, including the recently announced acquisition of Sumez (14 MW). The average Plant Load Factor ('PLF') for the combined Himachal Pradesh hydro cluster should exceed 60% and it has a robust hydrology profile, with a diverse catchment fed by snow melt, rainfall and glacier melt. With the addition of these assets, Greenko's average PLF in a normal hydrology year should increase significantly.

 

Over the period, our hydro assets performed well. A late start to a relatively weak monsoon meant that generation from our southern hydro assets (94.25 MW) at 112.7 GWh was down on the previous year (2011: 156.4 GWh), although still within the normal expected variability. With the monsoon continuing several weeks longer than usual into October, it should partially offset the delayed start. Fortunately, hydrology in the north was far better than normal and currently appears to be running at least 15% ahead of expectations.

 

Progress has continued with the 187.6 MW of hydro projects currently in-construction:

 

·; Dikchu (96 MW) in Sikkim is our largest project and remains on track to be commissioned before the end of 2014. Key components of the project are progressing well, with the underground power house being prepared for turbine installation, while tunnelling for the 5 km head race is on-going, along with building the impoundment structure. Generating equipment should begin arriving on-site in mid-2013.

 

·; Southern hydro cluster - Karnataka

o AMR-2 (10 MW) is a monsoon 'peaking' plant being built next to the AMR and Rithwick (each 24.75 MW) complex. By using the existing sub-station and site infrastructure, the overall cost is lowered substantially and the construction time shortened. Construction started at the end of the monsoon and commissioning should begin before 2014.

 

o Kukkey-1 (24 MW) roads and infrastructure are in place. Work on the impoundment structure began shortly after the end of the monsoon.

 

o Kumardhara (24 MW) was acquired at the start of the year. Initial access work is starting and detailed planning for construction is underway.

 

·; Northern hydro cluster - Himachal Pradesh

o Paudital Lassa (24 MW) tunnelling has started and all access roads are in place. Work on the impoundment is due to begin in January, when water flow is normally at its lowest.

 

o Jeori (9.6 MW) site work has started, with enabling infrastructure on-going. A tougher permitting regime was recently introduced, due to the discovery of several endangered species in the forests around the plant. As a result, we now expect commissioning to be pushed back a couple of months into early 2015.

 

Wind

The Group's wind strategy is based on an extensive analysis aimed at delivering a reliable long term generation profile, using validated wind data, robust project design and economic return hurdles. Our execution plan is differentiated from the broader Indian wind energy market that is focused on scale and turnkey solutions.

 

We partnered with GE, one of the world's largest turbine suppliers and formalised a Technology Partnership in December 2011, guaranteeing us access to over 380 MW of their XLE 1.6 MW turbines, one of the world's best low wind speed turbines. While GE's wind turbines should provide the majority of our new wind capacity over the next few years, it was also prudent to broaden and diversify our technology base. As a result, the Devgarh project is using the Vensys-82 1.5 MW gearless turbine, made by ReGen Powertech, which we believe provides a capable alternative for the Indian market, while giving us some diversification and an attractive price.

 

As previously announced, we have around 1,000 MW of wind assets in active development, including projects in varying stages of construction. Taking our main wind projects in turn:

 

·; Ratnagiri Wind Farm (100.8 MW) Phase-1 (65.6 MW) in Maharashtra recently started to generate power. The full Phase-1 capacity should be formally commissioned shortly, although the extension of the monsoon into October that benefitted our hydro projects also delayed the resumption of work at Ratnagiri. This project is debt financed by IDFC and SBI, and its capacity was recently extended to reach 100.8MW at the end of Phase-2 (35.2 MW) in late 2013. The project should deliver one of the highest PLFs in the State and it has secured an attractive 15-year PPA with a tariff of Rs5.67/kWh. The cost of the supplier related delays will be reflected in a credit against the total turnkey installation cost and result in a project return close to Greenko's original expectations.

 

·; Basvanbagewadi Wind Farm (100.8 MW) in Karnataka is our second major wind project in construction and site work is underway involving the sub-station for the grid connection and other balance of plant works. Half the Phase-1 (51.2 MW) turbines are already on site and the first turbines are up. The project is on track for commissioning to start in the current financial year. Phase-2 (49.6 MW) civil work should start in early 2013 and commission late the same year.

 

·; Balavenkatpuram Wind Farm (100.8 MW) site access work has begun in Andhra Pradesh, the turbine contract is in place and all the land acquisition for the Phase-1 (50.4 MW) turbine bases is completed. A recent agreement with GE is likely to see their 1.8 MW XLE turbine being used, which is identical to the original 1.6 MW XLE but with a more efficient power train. This should improve the project's overall returns, although components are now unlikely to arrive on site until our year end. Initial commissioning remains targeted to start in mid-2013, with Phase-2 (49.6 MW) still planned to start construction in late 2013. Andhra Pradesh's recent tariff increase from Rs3.50/kWh to Rs4.70/kWh should also improve forecast returns.

 

·; Devgarh Wind Farm (49.5 MW)in Rajasthan was promoted into the active development portfolio in October and should be commissioned in 2013. Greenko has been evaluating several projects in Rajasthan over the last four years and July's significant increase in power tariff to Rs5.44/kWh brought Devgarh's development timeline forward. Site work for access roads and the grid connection is underway.

 

·; Jaisalmer (100+ MW) is our other large wind project in Rajasthan and remains on track for construction to start in late-2013. Land allocation has been completed and we are currently evaluating various turbines to maximise our return from the site's wind characteristics.

 

After an initial slow start, we expect our wind power portfolio to accelerate the Company's headline growth over the next couple of years. We are looking at significant advances, with projects in Rajasthan, Andhra Pradesh, Karnataka and Maharashtra making good progress. Overall, the Group expects to add over 120 MW of operational wind power before the end of the 2013 monsoon.

 

Natural Gas

The 36.8 MW liquid fuel plant continues to generate operating profits in line with expectations. The contract's quasi-tolling structure means headline revenue remains unpredictable, but the operating profit is highly predictable. As such, the plant was not called to generate, reducing its reported revenue but leaving absolute EBITDA unchanged. Our 58.4 MW Greenko Godavari plant continues to be delayed by the well-publicised uncertainty over output from the Reliance Krishna Godavari KG-D6 basin. The land and permits for the project have been obtained and financial closure was completed with IL & FS. We expect to begin construction towards the end of the next financial year, but this remains dependent on currently uncertain third-party guidance as to the timing of gas availability.

 

Biomass

The Group's 41.5 MW of biomass assets continue to operate below our long-term expectations and output was lower than the previous period, as we ran the plants to maximise cash generation, particularly in Andhra Pradesh. However, we expect to see a significant improvement over the full financial year, as Andhra Pradesh's tariff was increased in mid-November, going from Rs4.0/kWh to Rs5.5/kWh for one year initially, while the Ravi Kiran (7.5 MW) plant in Karnataka moved to a merchant tariff allowing access to better prices. As a result, our portfolio is currently running at optimum capacity. We are continuing to actively manage our fuel supply and have secured attractively priced material, albeit with more challenging operational characteristics. Whilst biomass power production offers stable generation, it does not offer the same scope for growth as hydro and wind assets.

 

Business Development

In addition to the 1.6 GW that we report on in our active development and construction segment, there is a large pipeline of potential opportunities behind this. The recent move of the 49.5 MW Devgarh wind farm into the active development pipeline was a good example of a project that we had worked on for several years and were able to accelerate due to July's significant tariff increase in Rajasthan.

 

The Company's infrastructure, brand and standing within the industry also bring unrivalled access to acquisition opportunities. Greenko is continuing to pursue a twin-track strategy of assessing new concessions and potential acquisitions. In hydro we are seeing real opportunities to scale-up our business. The Greenko team is currently analysing projects that range from those already in construction, to those that have passed their initial development hurdles. As always, we remain highly selective and take forward only the most attractive opportunities. However, our growth plans are unchanged and continue to assume a preference for new concessions, rather than acquiring assets, particularly in the wind sector where our differentiated strategy is focussed on maximising shareholders' returns.

 

Outlook

The backdrop for power in India remains positive, with demand continuing to outstrip supply. Conventional power assets are struggling to supply power to the grid, due to fuel supply and off-take price issues but, with the Group's wind and hydro portfolio at grid parity, Greenko is well positioned to provide financially attractive, sustainable long term returns. We strongly believe that our diversified portfolio of projects (operating, in construction and under active development) is the most attractive long term asset in the Indian market.

 

We are pleased with the progress of our projects currently under construction, as these 500 MW underpin the significant near-term growth the Company is planning to deliver. While most of the next two years' growth will come from our own wind and hydro developments, we will continue to selectively acquire high quality hydro projects, as current market conditions have created opportunities for a well-capitalised business such as Greenko, to secure assets at very attractive prices. We are well on track to meet our 2015 target of having 1,000 MW of operational capacity and there are considerable further opportunities to grow our business beyond that. As a result, the Directors look forward with great confidence to the development of the Group and our prospects for the months and years ahead.

 

 

 

Anil Chalamalasetty

CEO and Managing Director

Interim condensed consolidated statement of financial position

(All amounts in Euros unless otherwise stated)

 

30 September 2012

(Unaudited)

30 September 2011

(Unaudited)

31 March

2012

(Audited)

Assets

Non-current assets

Intangible assets

91,158,619

54,841,131

79,383,807

Property, plant and equipment

331,660,668

189,219,582

226,445,726

Bank deposits

3,688,485

3,878

2,143,954

Trade and other receivables

17,579,792

17,618,306

13,878,580

444,087,564

261,682,897

321,852,067

Current assets

Inventories

8,703,921

6,668,132

7,578,255

Trade and other receivables

46,377,558

26,937,345

31,191,722

Available-for-sale financial assets

1,534,533

68,930

65,607

Current income tax assets

46,086

43,775

103,722

Bank deposits

17,011,877

9,581,848

12,429,118

Cash and cash equivalents

8,865,549

40,171,594

48,513,270

82,539,524

83,471,624

99,881,694

Total assets

526,627,088

345,154,521

421,733,761

Equity

Ordinary shares

753,308

708,202

708,202

Share premium

201,336,875

185,689,540

185,556,658

Share-based payment reserve

(4,035,062)

1,516,421

1,516,421

Revaluation reserve

34,324

94,987

62,085

Currency translation reserve

(13,461,227)

(10,498,271)

(14,158,270)

Other reserves including capital subsidy

(2,852,337)

(3,227,350)

(3,224,221)

Retained earnings

23,688,741

16,572,502

24,563,925

Equity attributable to owners of the Company

205,464,622

190,856,031

195,024,800

Non - controlling interests

42,133,681

37,919,431

38,833,684

Total equity

247,598,303

228,775,462

233,858,484

Liabilities

Non-current liabilities

Retirement benefit obligations

257,655

77,477

157,454

Trade and other payables

4,707,603

-

-

Borrowings

197,434,057

83,542,987

144,005,492

Deferred income tax liabilities

26,732,454

14,784,582

22,515,641

229,131,769

98,405,046

166,678,587

Current Liabilities

Trade and other payables

33,336,541

8,198,708

12,132,917

Borrowings

16,560,475

9,775,305

9,063,773

49,897,016

17,974,013

21,196,690

Total liabilities

279,028,785

116,379,059

187,875,277

Total equity and liabilities

526,627,088

345,154,521

421,733,761

 

 

 

Interim condensed consolidated statement of comprehensive income

(All amounts in Euros unless otherwise stated)

 

Six month period ended

30 September

2012

(Unaudited)

Six month period ended

30 September

2011

(Unaudited)

Year

ended

 31 March

2012

(Audited)

Revenue

23,655,821

19,797,799

36,927,907

Other operating income

122,196

317,816

1,735,336

Cost of material and power generation

(3,318,964)

(6,037,494)

(10,764,850)

Employee benefit expense

(2,105,010)

(1,429,415)

(3,277,177)

Other operating expenses

(2,195,001)

(1,384,737)

(3,257,136)

Depreciation and amortization

(4,571,065)

(3,517,036)

(6,914,003)

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

345,705

-

5,967,734

Employee share-based payments

(4,035,062)

(22,569)

(22,569)

Operating profit

7,898,620

7,724,364

20,395,242

Finance income

1,815,068

826,524

2,891,822

Finance cost

(7,974,169)

(5,464,649)

(9,364,228)

Finance Cost - net

(6,159,101)

(4,638,125)

(6,472,406)

Profit before income tax

1,739,519

3,086,239

13,922,836

Income tax expense

(1,557,498)

(1,202,413)

(2,403,833)

Profit for the period/year

182,021

1,883,826

11,519,003

Attributable to:

Equity holders of the Company

(902,960)

1,511,045

9,473,912

Non - controlling interests

1,084,981

372,781

2,045,091

182,021

1,883,826

11,519,003

Other comprehensive income/(loss)

Unrealized gains on available-for-sale financial assets

(328)

(7,914)

(9,527)

Exchange differences on translating foreign operations

852,890

(9,438,016)

(13,855,676)

Total other comprehensive income/(loss)

852,562

(9,445,930)

(13,865,203)

Total comprehensive income/(loss)

1,034,583

(7,562,104)

(2,346,200)

Total comprehensive income/(loss) attributable to:

Equity holders of the Company

(206,230)

(6,077,616)

(1,780,841)

Non - controlling interests

1,240,813

(1,484,488)

(565,359)

1,034,583

(7,562,104)

(2,346,200)

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

- basic (in cents)

- diluted (in cents)

 

 

 

(0.62)

(0.62)

 

 

 

1.15

1.03

 

 

 

6.95

6.37

 

 

 

Interim condensed consolidated statement of changes in equity (Unaudited)

(All amounts in Euros unless otherwise stated)

 

 Ordinary

shares

 Share

Premium

 Share-based payment reserve

 Revaluation reserve

 Currency translation reserve

 Other reserves

 Retained earnings

Total equity attributable to equity holders of the Company

 Non - controlling interests

 Total Equity

At 1 April 2012

708,202

185,556,658

1,516,421

62,085

(14,158,270)

(3,224,221)

24,563,925

195,024,800

38,833,684

233,858,484

Transfer from revaluation reserve to retained earnings

-

-

-

(27,776)

-

-

27,776

-

-

-

Equity issue during the period

45,106

6,193,672

-

-

-

-

-

6,238,778

-

6,238,778

Transfer from Share payment reserve on exercise of ESOPs

-

9,586,545

(9,586,545)

-

-

-

-

-

-

-

Non controlling interests

-

-

-

-

-

-

-

-

1,982,651

1,982,651

Value of employee services

-

-

4,035,062

-

-

-

-

4,035,062

-

4,035,062

Grant received from Govt. of India

-

-

-

-

-

372,212

-

372,212

76,533

448,745

Transactions with Owners

45,106

15,780,217

(5,551,483)

(27,776)

-

372,212

27,776

10,646,052

2,059,184

12,705,236

Profit for the period

-

-

-

-

-

-

(902,960)

(902,960)

1,084,981

182,021

Other comprehensive income

Unrealised gain on available-for-sale financial assets

-

-

-

-

-

(328)

-

(328)

-

(328)

Currency translation reserve

-

-

-

15

697,043

-

-

697,058

155,832

852,890

Total comprehensive income for the period

-

-

-

15

697,043

(328)

(902,960)

(206,230)

1,240,813

1,034,583

At 30 September 2012

753,308

201,336,875

(4,035,062)

34,324

(13,461,227)

(2,852,337)

23,688,741

205,464,622

42,133,681

247,598,303

 

 

 Ordinary shares

 Share

premium

 Share-based payment reserve

Revaluation reserve

Currency translation reserve

 Other reserves

 Retained earnings

Total equity attributable to equity holders of the Company

 Non - controlling interests

Total Equity

At 1 April 2011

597,091

132,880,088

1,493,852

135,790

 (2,928,407)

 (487,295)

15,031,671

146,722,790

36,671,644

183,394,434

Transfer from revaluation reserve to retained earnings

-

-

-

 (29,786)

-

-

29,786

-

-

-

Equity issued during the period

111,111

52,809,452

-

-

-

-

-

52,920,563

-

52,920,563

Increase of interest in subsidiary

-

-

-

-

-

(2,732,275)

-

(2,732,275)

2,732,275

-

Value of employee services

-

-

22,569

-

-

-

-

22,569

-

22,569

Transactions with Owners

111,111

 52,809,452

22,659

 (29,786)

-

(2,732,275)

29,786

50,210,857

2,732,275

 52,943,132

Profit for the period

-

-

-

-

-

-

1,511,045

1,511,045

372,781

1,883,826

Other comprehensive income

Unrealised gain on available-for-sale financial assets

-

-

-

-

-

(7,914)

-

(7,914)

-

(7,914)

Currency translation reserve

-

-

-

(11,017)

 (7,569,864)

134

(7,580,747)

(1,857,269)

(9,438,016)

Total comprehensive income for the period

-

-

-

 (11,017)

 (7,569,864)

(7,780)

1,511,045

(6,077,616)

(1,484,488)

(7,562,104)

At 30 September 2011

708,202

185,689,540

1,516,421

94,987

(10,498,271)

(3,227,350)

16,572,502

190,856,031

37,919,431

228,775,462

 

 

 

 Ordinary shares

 Share

premium

 Share-based payment reserve

Revaluation reserve

Currency translation reserve

 Other reserves

 Retained earnings

Total equity attributable to equity holders of the Company

 Non - controlling interests

Total Equity

At 1 April 2011

597,091

132,880,088

1,493,852

135,790

(2,928,407)

(487,295)

15,031,671

146,722,790

36,671,644

183,394,434

Transfer from revaluation reserve to retained earnings

-

-

-

(58,342)

-

-

58,342

-

-

-

Issue of share capital

111,111

52,676,570

-

-

-

-

-

52,787,681

-

52,787,681

Increase of interest in subsidiaries

-

-

-

-

-

(2,727,399)

-

(2,727,399)

2,727,399

-

Value of employee services

-

-

22,569

-

-

-

-

22,569

-

22,569

Transaction with owners

111,111

52,676,570

22,569

(58,342)

-

(2,727,399)

58,342

50,082,851

2,727,399

52,810,250

Profit for the year

-

-

-

-

-

-

9,473,912

9,473,912

2,045,091

11,519,003

Other comprehensive loss

Unrealised loss on available-for-sale financial assets

-

-

-

-

-

(9,527)

-

(9,527)

-

(9,527)

Currency translation reserve

-

-

-

(15,363)

(11,229,863)

-

-

(11,245,226)

(2,610,450)

(13,855,676)

Total comprehensive loss for the year

-

-

-

(15,363)

(11,229,863)

(9,527)

9,473,912

(1,780,841)

(565,359)

(2,346,200)

At 31 March 2012

708,202

185,556,658

1,516,421

62,085

(14,158,270)

(3,224,221)

24,563,925

195,024,800

38,833,684

233,858,484

 

 

Interim condensed consolidated statement of cash flow

(All amounts in Euros unless otherwise stated)

 

Six month ended

 30 September 2012

(Un-audited)

Six month ended

30 September 2011

(Un-audited)

 Year

ended 31 March

2012

(Audited)

A. Cash flows from operating activities

Profit before income tax

1,739,519

3,086,239

13,922,836

Adjustments for

Depreciation and amortization

4,571,065

3,517,036

6,914,003

(Profit)/loss on sale of assets

59,861

969

(739)

Value of employee services

4,035,062

22,569

22,569

Finance income

(1,810,560)

(826,524)

(2,891,822)

Finance cost

7,974,169

5,464,649

9,364,228

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

(345,705)

-

(5,967,734)

Changes in working capital

Inventories

(991,412)

(1,499,511)

(2,583,390)

Trade and other receivables

(6,822,935)

(4,817,550)

(11,398,368)

Trade and other payables

(1,771,439)

2,389,950

6,119,359

Cash generated from operations

6,637,625

7,337,827

13,500,942

Taxes paid

(1,316,085)

(1,089,568)

(2,071,595)

Net cash generated from operating activities

5,321,540

6,248,259

11,429,347

B. Cash flows from investing activities

Purchase of property, plant and equipment and capital expenditure

(29,945,371)

(43,611,111)

(80,934,986)

Proceeds from sale of property, plant and equipment

85,580

2,733

29,307

Acquisition of business, net of cash acquired

(9,115,141)

-

(13,015,208)

Investment in mutual funds

(1,444,878)

-

-

Advance for purchase of equity

(4,155,052)

(11,605,268)

(8,255,957)

Payment of acquisition costs relating to earlier years

(218,028)

(132,586)

(127,120)

Bank deposits

(5,919,898)

374,534

(3,842,902)

Interest received

1,289,937

825,722

2,889,646

Dividends received

1,148

401

1,206

Net cash used in investing activities

(49,421,703)

(54,145,575)

(10,3256,014)

C. Cash flows from financing activities

Proceeds from issue of shares

6,349,550

56,210,002

56,210,002

Payment of share issue expenses

(110,772)

(3,252,304)

(3,422,321)

Proceeds from borrowings

18,471,892

29,749,242

110,461,087

Repayments of borrowings

(7,330,014)

(14,548,320)

(33,961,668)

Interest paid

(12,511,224)

(6,430,863)

(15,458,473)

Net cash from financing activities

4,869,432

61,727,757

113,828,627

Net increase / (decrease) in cash and cash equivalents

(39,230,731)

13,830,441

22,001,960

Cash and cash equivalents at the beginning of the period/year

48,513,270

27,086,024

27,086,024

Exchange (losses)/gains on cash and cash equivalents

(416,990)

(744,871)

(574,714)

Cash and cash equivalents at the end of the period/year

8,865,549

40,171,594

48,513,270

 

 

 

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 4th floor, 14 Athol Street, Douglas, Isle of Man, IM1 1JA. 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 long-term power purchase agreements ("PPA"). The Group holds licence to trade up to 100 million units of electricity per annum in the whole of India except the state of Jammu and Kashmir. However, the Group is yet to commence trading in electricity. 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").

 

These financial statements are the un-audited interim condensed consolidated financial statements for the six-month period ended 30 September 2012 (hereafter 'the interim period'). The interim financial statements have been approved for issue by the Board of Directors on 12 December 2012.

 

2. Basis of preparation

 

The condensed interim consolidated financial statements (the interim financial statements) are for the six months ended 30 September 2012 and are presented in Euro, which is the functional currency of the Parent Company. They have been prepared in accordance with International Accounting Standard 34 (IAS 34) 'Interim Financial Reporting'. They do not include all of the information required in annual financial statements in accordance with IFRS, and should be read in conjunction with the consolidated financial statements of the Group for the year ended 31 March 2012.

 

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 March 2012. The presentation of the Interim Financial Statements is consistent with the Annual Financial Statements. Where necessary, comparative information has been reclassified or expanded from the previously reported Interim Financial Statements to take into account any presentational changes made in the Annual Financial Statements or in these Interim Financial Statements.

 

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 shareholders of the parent company (Greenko Group plc) as the numerator, i.e. no adjustments to profits were necessary during the six months period to 30 September 2012 and 2011.

 

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 September 2012

30 September 2011

31 March

2012

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

146,048,609

130,832,931

136,236,695

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

-

15,544,507

12,506,773

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

146,048,609

146,377,438

148,743,468

 

6. Intangible assets

 

Licences

Electricity PPAs

Goodwill

Total

Year ended 31 March 2012

Opening net book amount

33,256,138

11,180,366

14,391,900

58,828,404

Acquisition through business combination

25,471,698

-

-

25,471,698

Additions

1,224,402

-

-

1,224,402

Amortization charge

(390,657)

(1,586,485)

-

(1,977,142)

Net exchange differences

(2,311,821)

(777,711)

(1,074,023)

(4,163,555)

Closing net book amount

57,249,760

8,816,170

13,317,877

79,383,807

At 31 March 2012

Cost

57,989,338

12,397,074

13,317,877

83,704,289

Accumulated amortization

(739,578)

(3,580,904)

-

(4,320,482)

Net book amount

57,249,760

8,816,170

13,317,877

79,383,807

 

Six month period ended 30 Sept 2012

Opening net book amount

57,249,760

8,816,170

13,317,877

79,383,807

Acquisition through business combination

7,272,459

804,799

4,557,509

12,634,767

Amortization charge

(264,623)

(834,773)

-

(1,099,396)

Net exchange differences

175,768

13,841

49,832

239,441

Closing net book amount

64,433,364

8,800,037

17,925,218

91,158,619

At 30 September 2012

Cost

65,443,746

13,238,680

17,925,218

96,607,644

Accumulated amortization

(1,010,382)

(4,438,643)

-

(5,449,025)

Net book amount

64,433,364

8,800,037

17,925,218

91,158,619

 

Six month period ended 30 Sept 2011

Opening net book amount

33,256,136

11,180,368

14,391,899

58,828,403

Amortization charge

(199,445)

(809,964)

-

(1,009,409)

Net exchange differences

(1,695,163)

(546,370)

(736,330)

(2,977,863)

Closing net book amount

31,361,528

9,824,034

13,655,569

54,841,131

At 30 September 2011

Cost

31,926,732

12,711,418

13,655,569

58,293,719

Accumulated amortization

(565,202)

(2,887,386)

-

(3,452,588)

Net book amount

31,361,530

9,824,032

13,655,569

54,841,131

 

7. Property, plant and equipment

 

Land

Buildings

Plant and machinery

Furniture, fixtures & equipment

Vehicles

Capital work-in-progress

Total

Year ended 31 March 2012

Opening net book amount

3,350,648

50,640,626

71,001,037

698224

502,408

30,222,838

156,415,781

Acquisition through business combination

-

-

254,733

5,761

95,362

1,026,620

1,382,476

Additions

77,238

1,021,331

266,612

211,917

220,324

86,924,722

88,722,144

Disposals / capitalization

(8,059)

(17,906)

(6,955)

(173)

(3,534)

(570,714)

(607,341)

Depreciation charge

-

(1,582,559)

(3,169,823)

(106,107)

(78,372)

-

(4,936,861)

Exchange differences

(252,518)

(3,759,992)

(5,192,586)

(55,836)

(41,658)

(5,227,883)

(14,530,473)

Closing net book amount

3,167,309

4,6301,500

63,153,018

753,786

694,530

112,375,583

226,445,726

At 31 March 2012

Cost

3,167,309

49,291,504

72,073,071

1,025,232

927,940

112,375,583

238,860,639

Accumulated depreciation

-

(2,990,004)

(8,920,053)

(271,446)

(233,410)

-

(12,414,913)

Net book amount

3,167,309

46,301,500

63,153,018

753,786

694,530

112,375,583

226,445,726

Six months period ended 30 September 2012

Opening net book amount

3,167,309

46,301,500

63,153,018

753,786

694,530

112,375,583

226,445,726

Acquisition through business combination

194,543

52,434,719

16,807,940

51,257

88,184

769,387

70,346,030

Additions

-

368,725

325,986

175,986

209,945

37,765,438

38,846,080

Disposals / capitalization

-

-

-

(854)

(142,047)

-

(142,901)

Depreciation charge

-

(1,539,102)

(1,805,861)

(69,625)

(57,081)

-

(3,471,669)

Exchange differences

9,372

258,591

199,913

3,882

2,352

(836,708)

(362,598)

Closing net book amount

3,371,224

97,824,433

78,680,996

914,432

795,883

150,073,700

331,660,668

At 30 September 2012

Cost

3,371,224

102,384,295

89,459,862

1,257,347

1,087,914

150,073,700

347,634,342

Accumulated depreciation

-

(4,559,862)

(10,778,866)

(342,915)

(292,031)

-

(15,973,674)

Net book amount

3,371,224

97,824,433

78,680,996

914,432

795,883

150,073,700

331,660,668

Six months period ended 30 September 2011

Opening net book amount

3,350,648

50,640,626

71,001,037

698,224

502,408

30,222,838

156,415,781

Additions

35,048

42,252

112,027

78,165

76,214

44,308,263

44,651,969

Disposals / capitalization

-

-

-

(176)

(3,608)

-

(3,784)

Depreciation charge

-

(808,040)

(1,608,099)

(50,355)

(41,133)

-

(2,507,627)

Exchange differences

(172,536)

(2,566,674)

(3,585,245)

(36,606)

(26,704)

(2,948,992)

(9,336,757)

Closing net book amount

3,213,160

47,308,164

65,919,720

689,252

507,177

71,582,109

189,219,582

At 30 September 2011

Cost

3,213,160

49,590,140

73,488,992

911,432

708,847

71,582,109

199,494,680

Accumulated depreciation

-

(2,281,976)

(7,569,272)

(222,180)

(201,670)

-

(10,275,098)

Net book amount

3,213,160

47,308,164

65,919,720

689,252

507,177

71,582,109

189,219,582

8. Commitments

 

Capital expenditure contracted for at 30 September 2012 but not yet incurred aggregated to €147,858,200 (31 March 2012: €143,673,336).

 

9. Employee share-based payments

 

Pursuant to modification in the Long Term Management Incentive Plan (LTIP) during the period, the Company has allotted 6,798,924 new ordinary shares to ACMK Enterprises Limited at nominal value of €0.005 per share. The modified share-based payment has been fair valued at €8,070,124 of which €4,035,062 has been recognised as an expense in the current period and the balance will be charged off in the 2nd half of the year.

 

10. Business combinations

 

During the period ended 30 September 2012, the group acquired the following companies to enhance the generating capacity of the group from clean energy assets. Details of these acquisitions are set out below:

 

Effective Date of acquisition

Percentage acquired

AT Hydro Private Limited (ATHPL)

1 April 2012

100.00%

Cimaron Constructions Private Limited (CCPL)

1 April 2012

100.00%

Tarela Power Limited(TPL)

1 April 2012

100.00%

Tejassarnika Hydro Energies Private Limited (THEPL)

1 April 2012

100.00%

Him Kailash Hydro Power Private Limited (HKHPPL)

1 April 2012

100.00%

Sri Sai Krishna Hydro Energies Private Limited (SSKHEPL)

1 April 2012

100.00%

Anubhav Hydel Power Private Limited (AHPPL)

1 April 2012

100.00%

Kumaradhara Power Private Limited (KPPL)

21 April 2012

100.0%

Rangaraju Warehousing Private Limited (RWPL)

1 April 2012

53.70%

 

The Group has acquired 100% of the equity in ATHPL, CCPL, TPL, THEPL, HKHPPL, SSKHEPL and AHPPL which have operating hydel power projects of 5MW, 5MW, 5MW, 12MW, 5MW, 10MW and 5 MW respectively in the State of Himachal Pradesh, India.

 

By virtue of the Group acquiring SSKHEPL and HKHPPL, which have a combined share holding of 53.7% in RWPL, RWPL became a subsidiary of the Group. It has an operating hydel power project of 14MW in the State of Himachal Pradesh, India and the balance of 46.3% is shown as non-controlling interests.

 

The Group has also acquired 100% of the equity in KPPL, which has a hydel power project of 24MW under development in the state of Karnataka, India. The implementation of the project was in progress at the time of acquisition.

 

Results of the acquired entities have been consolidated in the statement of comprehensive income from the date of acquisition.

 

Details of net assets acquired and goodwill are as follows:

 

 

 

ATHPL

CCPL

TPL

THEPL

HKHPPL

SSKHEPL

AHPPL

KPPL

Total

Purchase consideration

- Cash paid

1,047,140

844,458

1,476,938

3,556,216

1,735,726

731,636

292,654

131,694

9,816,462

- Amount paid as advance in earlier year

1,347,851

777,649

543,966

605,282

169,740

-

-

316,067

3,760,555

- Amount Payable

-

-

-

-

2,305,835

5,591,699

2,561,121

285,338

10,743,993

- Contingent consideration

673,065

1,714,937

860,169

2,953,504

-

877,963

409,716

-

7,489,354

- Fair value of investment in RWPL

-

-

-

-

(1,053,313)

(1,246,496)

-

-

(2,299,809)

Total purchase consideration

3,068,056

3,337,044

2,881,073

7,115,002

3,157,988

5,954,802

3,263,491

733,099

29,510,555

Fair value of net assets acquired

2,617,844

2,507,458

2,246,933

5,186,618

3,297,438

5,447,805

3,055,301

939,354

25,298,751

Goodwill

450,212

829,586

634,140

1,928,384

-

506,997

208,190

-

4,557,509

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

-

-

-

-

(139,450)

-

-

(206,255)

(345,705)

 

Generally, the total gestation period, starting from obtaining licenses till commencement of commercial operations, for these types of hydro power projects is four to five years. Hence, the projects have enormous value embedded in them, which is generally not reflected in the books of account, are captured in the fair value of licenses and power purchase agreements. These circumstances contributed to the amount as goodwill. The excess of the Group's interest in the fair value of acquiree's assets and liabilities over cost results from the time value which the Group gained, the value in near readiness for starting the implementation and the negotiating skills of the Group.

 

 

 

The fair values of the identifiable intangible assets have been determined provisionally at 30 September 2012. The fair value of the acquiree's assets and liabilities arising from the acquisition were as follows:

 

ATHPL

CCPL

TPL

THEPL

HKHPPL

SSKHEPL

AHPPL

RWPL

KPPL

Property, plant and equipment

6,082,668

5,387,968

6,382,117

12,104,272

4,597,278

12,038,964

7,606,719

15,376,657

769,387

License

512,145

512,145

512,145

1,229,148

512,145

1,024,290

512,145

1,229,148

1,229,148

Electricity PPA

58,531

43,898

29,265

351,185

29,265

73,164

-

219,491

-

Inventories

649

1,190

-

-

-

20,403

3,737

-

-

Trade and other receivables

850,560

1,830,752

961,604

3,703,282

2,329,995

839,822

170,681

810,755

-

Cash and cash equivalents

84,155

10,301

224,640

112,408

80,216

47,416

43,466

93,944

4,775

Borrowings

(3,724,729)

(4,167,076)

(4,389,816)

(9,733,471)

(2,400,695)

(7,023,705)

(4,389,816)

(8,779,631)

-

Trade and other payables

(861,623)

(791,090)

(1,318,990)

(2,194,746)

(1,200,322)

(608,133)

(562,919)

(4,299,630)

(665,159)

Deferred income tax liabilities

(384,512)

(320,630)

(154,032)

(385,460)

(650,444)

(964,416)

(328,712)

(368,274)

(398,797)

Net assets

2,617,844

2,507,458

2,246,933

5,186,618

3,297,438

5,447,805

3,055,301

4,282,460

939,354

Non controlling interests

-

-

-

-

-

-

-

(1,982,651)

-

Net assets acquired

2,617,844

2,507,458

2,246,933

5,186,618

3,297,438

5,447,805

3,055,301

2,299,809

939,354

Purchase consideration settled in cash (net of advances)

1,047,140

844,458

1,476,938

3,556,216

1,735,726

731,636

292,654

-

131,694

Cash and cash equivalents acquired

(84,155)

(10,301)

(224,640)

(112,408)

(80,216)

(47,416)

(43,466)

(93,944)

(4,775)

Cash outflow on acquisition

962,985

834,157

1,252,298

3,443,808

1,655,510

684,220

249,188

(93,944)

126,919

 

11. Events after the reporting period

 

(a) The Group has acquired the non controlling interests of 46.3% in Rangaraju Warehousing Private Limited, that it did not own, for a consideration of Euro 4.99mn, which has an operating hydel power project of 14MW in the State of Himachal Pradesh, India.

 

(b) The Group has drawn the balance of the USD loan facility from Standard Chartered Private Equity (Mauritius) III Limited Facility A of USD15.75mn (Euro12.25mn) and Facility B of USD 19.25mn (Euro 14.97mn) in October 2012.

 

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