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Interim Results for 6 Months to 31 December 2014

29th Jan 2015 07:00

RNS Number : 4165D
Ludgate Environmental Fund Limited
29 January 2015
 



Ludgate Environmental Fund Limited (the "Company")

Interim Results for the six months ended 31 December 2014

 

 

CHAIRMAN'S STATEMENT

 

I am pleased to report to shareholders on the performance of Ludgate Environmental Fund Limited ("LEF") in the half year ending 31st December 2014.

 

Financial Review

The net asset value of LEF on 31st December 2014 was £31,486,293 (2013: £37,886,299), equivalent to 59.0 (2013: 70.7) pence per share. A net loss of £4,012,922 was recorded (2013: £5,030,475). At the end of the period the cash balance was £1,188,987 (30th June 2014: £1,645,950).

 

Strategy and Portfolio Review

 

LEF is fully invested. Our purpose is to maximise the achievable value of the assets within the remaining life of the Company and return the cash proceeds of sales to shareholders. At an EGM on 1st September 2014 shareholders voted to extend the life of LEF to 30th June 2018 with the expectation that the portfolio would be mostly sold by mid 2017 and that this additional period was in the best interests of the Company to realise value for shareholders; the investing policy and management and performance fee arrangements and incentives for the Investment Adviser were amended accordingly. The AGM held on 14th November 2014 again confirmed the strategy, investing policy and financial report.

 

We reorganised our interest in shares of Rapid Action Packaging Limited through the conversion of CULS such that we now own the largest proportion without exercising management control. The company is performing within expectations. STX Services B.V., the broker of environmental certificates, has continued to exceed its budgets and has broadened business into the brokerage, as a regulated entity of fixed income securities. We subscribed for further shares of Tamar Energy Limited, the UK biomass generator, as disclosed in our EGM notice. The company has recently raised debt finance and the roll out of operations seems on course toward profitability. Ignis Wick has achieved effective operational performance and is expected to reach cashflow breakeven with the completion of contracts under current negotiation. Lumicity continued to realise its investments and distribute proceeds to shareholders. Micropelt is developing core products toward commercialisation. In December we wrote off our investment in ECO Plastics Limited, £2 million at the 30th September 2014 NAV date, representing 3.8p of NAV or 5.7% of net assets. The company proved too thinly capitalised to withstand the loss of an advantageous feedstock contract and falling prices in the offtake market. We continue to hold listed securities of Hydrodec Group plc and Phoslock Water Solutions Limited on an available for sale basis.

 

Denis Quilty resigned from the board on 27th August 2014. I should like to thank my fellow board members for their commitment and diligence in determining the value of the assets we hold and to the strategy and investing policy recommended and endorsed by shareholders at the EGM and AGM respectively.

 

For further information contact:

 

Ludgate Environmental Fund Limited +44 (0) 1534 609034

John Shakeshaft, Chairman

 

Ludgate Investments Limited +44 (0) 20 3478 1000

Bill Weil

 

PricewaterhouseCoopers LLP (Nomad) +44 (0) 20 7212 1798

Chris Clarke

 

Panmure Gordon (Broker) +44 (0) 20 7886 2713

Paul Fincham

 

 

BALANCE SHEET

 

 

 

AS AT 31 ST DECEMBER 2014

 

Unaudited

Audited

Unaudited

interim

annual

interim

financial

financial

financial

statements

statements

statements

Notes

31st Dec 14

30th June 14

31st Dec 13

ASSETS

£

£

£

Non-current assets

Financial assets at fair value through profit or loss

7,20

29,721,488

31,369,034

30,422,877

Current assets

Derivatives at fair value through profit or loss

7,8

264,203

135,224

84,373

Loans receivable

10

319,672

1,169,672

1,169,672

Trade and other receivables

11

63,355

1,270,858

971,685

Cash and cash equivalents

9

1,188,987

1,645,950

5,322,039

1,836,217

4,221,704

7,547,769

TOTAL ASSETS

31,557,705

35,590,738

37,970,646

LIABILITIES

Current liabilities

Trade and other payables

12

71,412

91,523

84,347

TOTAL LIABILITIES

71,412

91,523

84,347

NET ASSETS ATTRIBUTABLE TO EQUITY SHAREHOLDERS

31,486,293

35,499,215

37,886,299

TOTAL LIABILITIES AND NET ASSETS ATTRIBUTABLE TO EQUITY SHAREHOLDERS

31,557,705

35,590,738

37,970,646

Net asset value per ordinary share outstanding

0.59

0.67

0.71

These interim financial statements on pages 6 to 43 were approved and authorised for issue by the Board of Directors on the 28 day of January 2015 and were signed on its behalf by:

 

 

 

 

 

 

 

 

 

 

 

Director: David R Pirouet

 

 

 

 

 

 

 

 

 

 

 

STATEMENT OF COMPREHENSIVE INCOME

 

FOR THE PERIOD 1ST JULY 2014 TO 31ST DECEMBER 2014

Unaudited

Audited

Unaudited

interim

annual

interim

financial

financial

financial

statements

statements

statements

1st Jul 14

1st Jul 13

1st Jul 13

to

to

to

Notes

31st Dec 14

30th Jun 14

31st Dec 13

INCOME:

£

£

£

 

Deposit interest income

1,213

20,958

15,129

 

Loan notes interest income

207,315

1,455,279

1,198,153

 

Dividend income

429,687

595,350

590,235

 

Other income

11,132

75,250

-

 

 

649,347

2,146,837

1,803,517

 

 

EXPENSES:

 

Net loss on financial assets and derivatives at fair value through profit or loss

7,8

3,064,505

7,296,342

5,274,327

 

Net loss on foreign exchange

3,824

2,573

2,000

 

Administration and accountancy fees

115,141

189,410

96,494

 

Adviser fees

17

350,748

910,388

483,672

 

Audit fees

4

8,480

28,540

10,040

 

Directors' fees and expenses

4

51,429

162,668

85,604

 

Legal fees

12,407

13,018

9,450

 

Miscellaneous fees

5,343

10,515

7,729

 

Professional fees

92,503

116,334

53,013

 

Provision for interest receivable

942,633

309,813

485,544

 

Withholding tax

15,256

421,790

326,119

 

 

4,662,269

9,461,391

6,833,992

 

TOTAL COMPREHENSIVE LOSS

(4,012,922)

(7,314,554)

(5,030,475)

 

 

Loss per ordinary share

6

(0.08)

(0.14)

(0.09)

 

 

STATEMENT OF CHANGES IN NET ASSETS ATTRIBUTABLE TO EQUITY SHAREHOLDERS

FOR THE PERIOD 1ST JULY 2014 TO 31ST DECEMBER 2014

Total net

Ordinary shares and

Net assets attributable

assets attributable

warrants

to equity

to equity

Notes

issued

shareholders

shareholders

£

£

£

FOR THE PERIOD ENDED 31ST DECEMBER 2014

Opening balance as at 1st July 2014

56,018,481

(20,519,266)

35,499,215

Total comprehensive loss

-

(4,012,922)

(4,012,922)

Closing balance as at 31st December 2014

13

56,018,481

(24,532,188)

31,486,293

FOR THE YEAR ENDED 30TH JUNE 2014

Opening balance as at 1st July 2013

57,013,686

(10,497,173)

46,516,513

Purchase of own shares

13

(995,205)

-

(995,205)

Total comprehensive loss

-

(7,314,554)

(7,314,554)

Dividends paid to equity shareholders

5

-

(2,707,539)

(2,707,539)

Closing balance as at 30th June 2014

13

56,018,481

(20,519,266)

35,499,215

 

 

STATEMENT OF CASH FLOWS

FOR THE PERIOD 1ST JULY 2014 TO 31ST DECEMBER 2014

Unaudited

Audited

Unaudited

interim

annual

Interim

financial

financial

financial

statements

statements

Statements

1st Jul 14

1st Jul 13

1st Jul 13

to

to

To

Notes

31st Dec 14

30th Jun 14

31st Dec 13

£

£

£

Cash flows from operating activities

16

(620,566)

 (1,819,474)

 (1,110,899)

Cash flows from investing activities

Purchase of investments

7

(1,545,938)

(5,445,520)

(2,426,497)

Sale of investments

7

-

1,146,666

1,146,666

Loan notes interest and dividends received

863,365

1,281,307

1,126,220

Loan finance provided

10

-

(200,000)

(200,000)

Loan finance repaid

10

850,000

3,000,000

3,000,000

167,427

(217,547)

2,646,389

Cash flows from financing activities

Dividends paid to equity shareholders

5

-

(2,707,539)

(2,707,539)

Purchase of own shares

13

-

(995,205)

(892,200)

-

(3,702,744)

(3,599,739)

Net decrease in cash and cash equivalents

(453,139)

(5,739,765)

(2,064,249)

Effects from changes in exchange rates on cash and cash equivalents

(3,824)

(2,573)

(2,000)

Cash and cash equivalents at beginning of the period / year

1,645,950

7,388,288

7,388,288

Cash and cash equivalents at end of the period / year

9

1,188,987

1,645,950

5,322,039

 

NOTES TO THE FINANCIAL STATEMENTS

 

FOR THE PERIOD 1ST JULY 2014 TO 31ST DECEMBER 2014

 

 

1. REPORTING ENTITY

 

The Company was registered as a public company on 7th June 2007 with registered number 97690 under the Companies (Jersey) Law 1991. The Company joined the Alternative Investment Market ("AIM") on 2nd August 2007. The registered office of the Company is Lime Grove House, Green Street, St Helier, Jersey, JE1 2ST.

 

The Company was incorporated with a life of approximately eight years from admission to AIM, expiring on 30th June 2015 (the "Proposed Wind-up Date"). On 12th August 2014, the Directors recommended to the shareholders to extend the Wind-up Date until 30th June 2018 and this was approved by the shareholders at an Extraordinary General Meeting on 1st September 2014.

 

 

2. ACCOUNTING POLICIES

 

a) Basis of preparation

 

The unaudited interim financial information included in the half-year report for the six months ended 31st December 2014, has been prepared in accordance with International Accounting Standard (IAS) 34 "Interim Financial Reporting". It does not include all of the information required for full annual financial statements. The half-year report should be read in conjunction with the annual report and audited financial statements for the year ended 30th June 2014, which have been prepared in accordance with International Financial Reporting Standards ("IFRSs") as adopted by European Union ("EU"). The extra column of comparatives for the half-year ended 31st December 2013 in the statement of financial position is an AIM requirement, and notes to these accounts are not required.

 

The more significant policies are set out below:

 

New Accounting Standards, amendments to existing Accounting Standards and/or interpretations of existing Accounting Standards (separately or together, "New Accounting Requirements") adopted during the period

 

Amendments to IFRS 10, IFRS 12 and IAS 27 on investment entities

 

IFRS 10 was amended on 31st October 2012 to introduce an exception from the requirement to prepare consolidated financial statements for "Investment Entities".

 

The amendment to IFRS 10 defines an Investment Entity as an entity that: "(a) obtains funds from one or more investors for the purpose of providing those investor(s) with investment management services; (b) commits to its investor(s) that its business purpose is to invest funds solely for returns from capital appreciation, investment income or both; and (c) measures and evaluates the performance of substantially all of its investments on a fair value basis."

 

The amendment also provides examples of typical characteristics of an Investment Entity. The characteristics are: holding more than one investment; having more than one investor; having investors that are not related parties of the entity; and having ownership interests in the form of equity or similar interests. However, the absence of one or more of these characteristics will not prevent an entity from qualifying as an Investment Entity.

 

An entity will not be disqualified from being an Investment Entity where it carries out any of the following activities: provision of investment-related services to third parties and to its investors, even when substantial; or, providing management services and financial support to its investees, but only when these do not represent separate substantial business activity and are carried out with the objective of maximising the investment return from its investees.

 

New Accounting Standards, amendments to existing Accounting Standards and/or interpretations of existing Accounting Standards (separately or together, "New Accounting Requirements") adopted during the period - (continued)

 

Amendments to IFRS 10, IFRS 12 and IAS 27 on investment entities - (continued)

 

An Investment Entity is required to account for its subsidiaries at fair value through profit or loss in accordance with IFRS 9, "Financial instruments" (or IAS 39, "Financial instruments: recognition and measurement", where applicable). The only exception is for subsidiaries that provide services to an Investment Entity that are related to its investment activities, which should be consolidated.

 

The exception from the consolidation requirements of IFRS 10 only applies to a parent of an Investment Entity if such parent is itself an Investment Entity. If the parent is not itself an Investment Entity, then such parent is required to consolidate all of the entities that it controls, including the Investment Entity's investees.

 

The revised standard is effective for accounting periods commencing on or after 1st January 2014, but early adoption is permitted at any time prior to this date. The amendments were endorsed for use in the EU and were early adopted by the Company in the prior year.

 

At the same time as the amendment to IFRS 10 was issued, the International Accounting Standards Board ("IASB") issued corresponding amendments to IFRS 12 "Disclosures of Interests in Other Entities" and IAS 27 "Separate Financial Statements", which must be adopted concurrently with the amendment to IFRS 10, if applicable. These amendments were also endorsed for use in the EU on 20th November 2013 and were early adopted by the Company in the prior year.

 

The Company has a controlling holding in Ignis Biomass Limited. The Company meets the definition of an investment entity and therefore did not consolidate controlling holding in this entity. The investment in this entity is accounted for at fair value through profit or loss, on the same basis as the investment where a controlling holding is not held, which is how they are currently presented in the financial statements.

 

IAS 32, "Financial instruments: Presentation - Offsetting financial assets and financial liabilities" (amendments)

 

These amendments clarify that rights of set-off must be legally enforceable in the normal course of business and must also be enforceable in the event of default and the event of bankruptcy or insolvency of all of the counterparties to the contract, including the reporting entity itself. The amendments also clarify that rights of set-off must not be contingent on a future event. The standard is effective for annual periods beginning on or after 1st January 2014. The amendments did not have any impact on the Company's financial position or performance.

 

Non-mandatory New Accounting Requirements not yet adopted

 

The following applicable New Accounting Requirements have been issued. However, these New Accounting Requirements are not yet mandatory and have not yet been adopted by the Company. All other non-mandatory New Accounting Requirements are either not yet permitted to be adopted, or would have no material effect on the reported performance, financial position, or disclosures of the Company and consequently have neither been adopted, nor listed.

 

 

IFRS 9, "Financial Instruments"

 

IFRS 9 addresses the recognition, classification and measurement of financial assets and financial liabilities. It is the IASB's intention that IFRS 9 will replace IAS 39 in its entirety. The IASB has adopted a phased approach to completion of the overall standard. When the first phase was published in November 2009, IFRS 9 addressed only the classification and measurement of financial assets. In October 2010, requirements for the classification and measurement of financial liabilities were published. The phases covering impairment methodology and hedge accounting are scheduled for completion prior to the mandatory effective date.

 

IFRS 9 requires financial assets to be classified into two measurement categories: (i) those measured at fair value; and, (ii) those measured at amortised cost. The determination is made at initial recognition. The classification depends on the entity's business model for managing its financial instruments and the contractual cash flow characteristics of the instrument. For financial liabilities, the standard retains most of the IAS 39 requirements. The main change is that, in cases where the fair value option is taken for financial liabilities, the part of a fair value change due to changes in an entity's own credit risk is recorded in other comprehensive income rather than the income statement, unless this creates an accounting mismatch.

 

The effective date of the standard is yet to be determined in the EU.

 

b) Basis of measurement

 

These financial statements have been prepared on a historical cost basis as modified by the revaluation of financial assets and liabilities held at fair value through profit or loss. The policies have been consistently applied to both periods presented.

 

Financial instruments at fair value through profit or loss and derivatives at fair value though profit and loss are measured at fair value and changes therein are recognised in the statement of comprehensive income. Information about significant areas of estimation, uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amounts recognised within the financial statements are included in note 2 Section (o) 'Determination of fair values'.

 

c) Functional and presentation currency

 

These financial statements are presented in sterling, which is the Company's functional and presentation currency.

 

d) Use of estimates and judgements

 

The preparation of financial statements in accordance with IFRSs as adopted by the EU requires the Board to make judgements, estimates and assumptions that affect the application of policies and the reported amounts of assets and liabilities, income and expenses. These estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

 

e) Foreign currencies

 

Transactions in foreign currencies, other than sterling, are translated at the foreign currency exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated to sterling at the foreign currency closing exchange rate ruling at the balance sheet date. Foreign currency exchange differences arising on translation and realised gains and losses on disposals or settlements of monetary assets and liabilities are recognised in the statement of comprehensive income. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated to sterling at the foreign currency exchange rates ruling at the dates that the values were determined. Foreign currency differences arising on retranslation are recognised in the statement of comprehensive income.

 

f) Financial instruments

 

Financial assets and financial liabilities are initially recognised on the Company's balance sheet when the Company becomes party to the contractual provisions of a given instrument.

 

Purchases and sales of financial instruments are recognised on the trade date. Gains and losses are recognised from that date.

 

Financial assets cease to be recognised when the contractual rights to cash flows from the assets expire or the Company transfers the financial assets and substantially all of the risks and rewards of ownership have been transferred. Financial liabilities cease to be recognised when the liabilities are extinguished.

 

Financial instruments comprise investments in equity and debt securities, warrants, loans receivable, trade and other receivables, cash and cash equivalents, trade and other payables and performance fees retained.

 

Financial instruments are recognised initially at fair value. Subsequent to initial recognition financial instruments are measured as described below.

 

Financial assets at fair value through profit or loss

 

An instrument is classified at fair value through profit or loss if it is held for trading or designated as such upon initial recognition. The Company has designated its investment holdings as at fair value through profit or loss as permitted by International Accounting Standard 39 "Financial Instruments: Recognition and Measurement." These financial assets are designated on the basis that they form part of a group of financial assets which are managed and have their performance evaluated on a fair value basis. Upon initial recognition attributable transaction costs are recognised in the statement of comprehensive income when incurred. Financial instruments at fair value through profit or loss are measured at fair value, and changes therein are recognised in the statement of comprehensive income.

 

Derivatives at fair value through profit or loss

 

The warrants held by the Company are classified as derivative financial instruments held for trading. Therefore they are recognised at fair value, with realised and unrealised gains and losses being recognised in the statement of comprehensive income. The derivatives are derecognised when the rights to receive cash flows from it have expired or the Company has transferred substantially all risks and rewards of ownership.

 

Loans and receivables

 

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market, other than:

 

a) those that the Company intends to sell immediately or in the short-term, which are classified as held for trading, and those that the entity upon initial recognition designates as at fair value through profit or loss;

b) those that the Company upon initial recognition designates as available for sale; or

c) those for which the holder may not recover substantially all of its initial investment, other than because of credit deterioration.

 

Loans and receivables are initially recognised at fair value, which is the cash consideration to originate or purchase the loan including any transaction costs and measured subsequently at amortised cost using the effective interest rate method, less provision for impairment. Impairment provisions are recognised when there is objective evidence that the Company will be unable to collect all of the amounts due under the terms of the receivable. The Company's loans and receivables comprise loans receivable, trade and other receivables and cash and cash equivalents.

 

Cash and cash equivalents

 

Cash comprises fixed deposits, cash balances and call deposits with banks. Cash equivalents are short-term highly-liquid investments that are readily convertible to known amounts of cash, are subject to an insignificant risk of changes in value, and are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes.

 

Financial liabilities

 

All liabilities are classified as other financial liabilities and are measured at amortised cost using the effective interest rate method.

 

Ordinary shares

 

Financial instruments issued by the Company are treated as equity only to the extent that they do not meet the definition of a financial liability.

 

The Ordinary Shares of the Company are treated as equity as they entitled the shareholder to a pro rata share of the Company's net assets in the event of the Company's liquidation.

 

g) Provisions

 

A provision is recognised if, as a result of a past event, the Company has a legal or constructive obligation that can be reliably estimated, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to that liability.

 

h) Revenue and expenses

 

Revenue is recognised to the extent that it is possible that economic benefits will flow to the Company and the revenue can be reliably measured. Expenses are accounted for on an accruals basis.

 

i) Finance income and expenses

 

Finance income comprises interest income on funds invested (including debt securities at fair value through profit or loss), interest income and loan interest income. Interest income and loan interest income are recognised as they accrue in the statement of comprehensive income, using the effective interest rate method. Dividend income is recognised in the statement of comprehensive income on the date the Company's right to receive payments is established which is usually the ex-dividend date.

 

Finance expenses comprise interest expense on borrowings and unwinding of discounts on provisions.

 

Foreign currency gains and losses are reported in the statement of comprehensive income on a net basis.

 

j) Earnings per share ("EPS") and net asset value ("NAV") per share

 

The Company presents basic EPS and NAV data for its ordinary shares. Basic EPS is calculated by dividing the comprehensive income attributable to equity shareholders from operations by the weighted average number of ordinary shares in issue during the period. (For further details see note 6). NAV per equity share is calculated by dividing net assets attributable to equity shareholders by the number of equity shares outstanding at the period end.

 

k) Transaction costs

 

Expenses incurred by the Company that are directly attributable to the offering of new shares have been taken to statement of changes in net assets attributable to equity shareholders.

 

l) Taxation

 

Profits arising in the Company are subject to Jersey Income Tax, currently at the rate of 0%.

 

The Company is registered under the Reporting Fund regime Regulation 51 of The Offshore Fund (Tax) Regulations 2009 in the United Kingdom effective 1st July 2009.

 

m) Dividends payable

 

Dividends payable to ordinary shareholders are accounted for when a legal obligation arises.

 

Dividends payable, if any, on ordinary shares are recognised in the statement of changes in net assets attributable to equity shareholders.

 

n) Offsetting

 

Financial assets and liabilities are offset and the net amount is reported within assets and liabilities where there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis, or realise the asset and settle the liability simultaneously.

 

o) Determination of fair value

 

A number of the Company's accounting policies and disclosures require the determination of fair values for the financial assets and liabilities. Fair value is the price that would be received to sell an asset or paid to transfer liability in an ordinary transaction between market participants at the measurement date. Fair values have been determined for disclosure purposes based on the following methods. When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.

 

Financial assets for which quoted closing prices are available from a third party in a liquid market are valued on the basis of quoted bid prices. Where there are no available quoted prices the fair values will be determined in accordance with International Private Equity and Venture Capital Valuation Guidelines ("IPEVCV" Guidelines) as amended from time to time.

 

The fair value of financial assets traded in active markets are based on quoted market prices at the close of trading on the balance sheet date. Prior to 1st January 2013, the quoted market price used for financial assets held by the Company was the last traded price. The Company adopted IFRS 13, "Fair value measurement", from 1st January 2013; it did not change its fair valuation input where the last traded market price for financial assets has been utilised and such last traded price falls within the bid-ask spread.

 

Unquoted equities and unquoted securities are valued using a variety of methods as follows:

 

- Rapid Action Packaging Limited Ordinary Shares have been valued based on an EBITDA multiple in line with market multiples. This metric has been discounted to reflect the Company's unlisted status.

 

- STX Services B.V. Ordinary Shares have been valued based on a multiple of profit before tax for the period / year. This metric has been discounted to reflect the Company's unlisted status.

 

- Terra Nova's Preference Shares and Loan Notes have now been written off following the Company being placed into administration.

 

- ECO Plastics Limited Ordinary Shares and Loan Notes have now been written off following the Company being placed into administration.

 

- Emergya Wind Technologies B.V. ("Emergya") Preference Shares value was written off following the refinancing of Emergya which led to the Company's shareholding being diluted to an insignificant stake.

 

- Lumicity Limited Class A Preference Shares are valued on a net asset basis and the loan is valued at cost.

 

- Tamar Energy Limited Ordinary Shares are valued on a discounted cash flow basis in the current period and were valued at cost in the prior year. A discount of 15% has been applied to reflect the Company's unlisted status.

 

- Ignis Biomass Limited Ordinary Shares are valued on a discounted cash flow basis and the unsecured loan stock is valued at cost.

 

- Micropelt GmbH (the old company) unsecured loan stock has been written off following the Company being placed into administration.

 

- Micropelt GmbH (the new company) Ordinary Shares are valued at their estimated realisable value.

 

- Micropatent B.V. Ordinary Shares are valued at cost following its recent acquisition.

 

Investments are made in companies that may be subject to a high degree of operating and financial risk. The values assigned to investments are based upon available information and do not necessarily represent amounts that might ultimately be realised. Because of the inherent uncertainty of valuations, estimated carrying values may differ significantly from the values that would have been realised had a ready market for the investments existed, and these differences could be material.

 

The fair value of financial liabilities is calculated based on the present value of future principal and interest cash flows, discounted at the market rate of interest at the balance sheet date.

 

The fair value of derivatives at fair value through profit or loss is derived using the Black Scholes Option Pricing Model.

 

p) Investment entity

 

The Directors do not believe that the Company has the power to exercise control over the investments, except for Ignis Biomass Limited, as set out in the provisions of paragraph 12 of International Accounting Standard 27 (Consolidated Financial Statements and Accounting for Investments in Subsidiaries), or under the Standard Interpretations Committee pronouncement Number 12 (SIC 12 - Consolidation: Special Purpose Entities). The Directors have arrived at this opinion because the Company in any of its investments with the exception of Ignis Biomass Limited:

 

- does not hold a controlling stake;

 

- does not have the power to govern the financial and operating policies;

- does not have the power to remove the majority of the members of the Board of Directors; and

 

- does not have the power to cast the majority of votes at meetings of the Board of Directors.

 

Ignis Biomass Limited was not consolidated in these financial statements as the Company qualified for the exemption from the requirement to prepare consolidate financial statements. The investment in this entity is accounted for at fair value through profit or loss.

 

q) Associates

 

Associates are all entities over which the Company has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights.

 

As the Company operates as a venture capital organisation it uses the scope exemption of IAS 28 'Investment in Associates' and designates upon initial recognition some investments that would otherwise be equity accounted as investments at fair value through profit or loss with subsequent changes in fair value recognised in the statement of comprehensive income in the period of the change.

r) Segment reporting

 

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses. The Directors perform regular reviews of the operating results of the Company and make decisions using financial information at the entity level only. Accordingly, the Directors believe that the Company has only one reportable operating segment.

 

The Directors are responsible for ensuring that the Company carries out business activities in line with the transaction documents. They may delegate some or all of the day to day management of the business, including the decisions to purchase and sell securities, to other parties both internal and external to the Company. The decisions of such parties are reviewed on a regular basis to ensure compliance with the policies and legal responsibilities of the Directors. Therefore, the Directors retain full responsibility as to the major allocation decisions of the Company.

 

 

3. PERFORMANCE FEES RETAINED AND PAYABLE

 

Period ended

Period ended

31st Dec 14

31st Dec 13

£

£

 Performance fees payable

nil

nil

 

Performance fees are payable to the Adviser with reference to the increase in adjusted net asset value per share over the course of each performance period. The Adviser becomes entitled to receive a performance fee if the following conditions are met:

 

a) The adjusted net asset value per share at the end of the performance period exceeds the Performance Hurdle. The Performance Hurdle is an amount equal to the placing price increased at a rate of 8% per annum on a compounded basis up to the end of the relevant performance period; and

 

b) The adjusted net asset value per share at the end of the performance period exceeds the High Watermark. The High Watermark is the highest previously recorded adjusted net asset value per share at the end of a performance period for which a performance fee was last earned.

 

If the above conditions are met the Adviser is entitled to receive a fee equal to 20% of the amount by which the adjusted net asset value exceeds the higher of (i) the performance hurdle and (ii) the relevant High Watermark multiplied by the time-weighted average number of shares in issue since the end of the last performance period for which a performance fee was earned.

 

The conditions for payment of performance fees were not met for the performance period ended 31st December 2014 and year ended 30th June 2014.

 

 

20% of any performance fees earned by the Adviser shall be retained and deposited in a Reserve Account (see note 9).

 

On 21st December 2012, the Company entered into a new Investment Advisory Agreement with the Adviser in which the performance fee basis of calculation was reset from an effective date of 30th June 2012 and under the amended terms, the calculation will add back any distributions made to shareholders during any performance fee period. In the addition to the above conditions, there are also certain additional criteria which need to be met by the Adviser before any accrued performance fees are payable. Also, as a result of entering into this new agreement, the balance of the performance fee retention was released in favour of the Company.

 

On 1st September 2014 the shareholders approved revised performance fee arrangements for the Investment Adviser, which took effect from 1st July 2014:

 

- the Advisory fee is calculated at 2% of the Company's Net Asset Value, payable quarterly and any future distributions will no longer be added back for the purposes of the calculation; and

 

- the basis of the calculation of the performance fee has been reset to 30th June 2014 and is payable to the Adviser if certain conditions are attained.

  

 

4. EXPENSES

 

AUDITOR'S FEES

 

Period ended

Period ended

31st Dec 14

31st Dec 13

£

£

Audit fees

8,480

10,040

Non-audit fees

3,305

2,651

11,785

12,691

 

DIRECTORS' REMUNERATION AND INTERESTS

 

Period ended

Period ended

31st Dec 14

31st Dec 13

£

£

 Directors' fees

48,750

80,000

 Directors' expenses

2,679

5,604

51,429

85,604

 

 

The details of the Directors' remuneration are as follows:

 

Period ended

Period ended

31st Dec 14

31st Dec 13

£

£

 J. Shakeshaft (Chairman)

30,000

30,000

M. Christensen (Resigned 1st January 2014)

-

12,500

 R. Green

12,500

12,500

 S. Hansen (Resigned 24th March 2014)

-

12,500

 D. Pirouet

12,500

12,500

D. Quilty (Appointed 1st January 2014, resigned 27th August 2014)

(6,250)

-

48,750

80,000

 

As at the balance sheet date, the following Ordinary Shares of the Company were held by the Directors, the Directors of the Adviser, the Investment Adviser and the Principals of the Investment Adviser.

 

Ordinary

Shares

31ST DECEMBER 2014

Directors

J. Shakeshaft

115,445

Investment Adviser and related principals

Ludgate Investments Limited

*

664,000

J.N.B. Curtis

15,000

N. Pople

50,000

C. Sebag-Montefiore

-

B. Weil

-

Ocean Capital Holding II BV

**

5,839,798

 

Ordinary

Shares

30TH JUNE 2014

Directors

J. Shakeshaft

115,445

Investment Adviser and related principals

Ludgate Investments Limited

*

664,000

J.N.B. Curtis

15,000

N. Pople

50,000

C. Sebag-Montefiore

-

B. Weil

-

Ocean Capital Holding II BV

**

5,839,798

 

Principals of Ludgate Investments Limited include Directors and senior management.

 

* Ocean Capital Holding II BV, T. Cooke, J.N.B. Curtis, N. Pople, C. Sebag-Montefiore and B. Weil have an interest in Ludgate Investments Limited.

 

** Ocean Capital Holding II BV is a company in which G. Voskamp and J. Voskamp, both directors of Ludgate Investments Limited, have 20% and 80% shareholdings, respectively.

 

 

5. DIVIDENDS

 

Period ended

Period ended

31st Dec 14

31st Dec 13

£

£

Special dividend

-

2,707,539

 

No interim dividend was paid during this period (for the six months ended 31st December 2013: nil). No special dividend was paid during this period (for the six months ended 31st December 2013: a special dividend of 5.0 pence per share at a total cost of £2,707,539).

 

6. EARNINGS PER SHARE

 

The calculation of the basic and diluted earnings per share is based on the following information:

 

Period ended

Period ended

31st Dec 14

31st Dec 13

£

£

Total comprehensive loss

(4,012,922)

(5,030,475)

Weighted average number of equity shares for the purposes of basic earnings per share

53,345,784

54,872,932

£

£

Basic and diluted loss per ordinary share

(0.08)

(0.09)

 

7. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

 

Investments:

Period ended

Period ended

31st Dec 14

30th Jun 14

£

£

Opening cost of investments

46,153,611

41,590,494

Purchases / (disposals) during the period / year:

Additional investments acquired

1,545,938

5,445,520

Investments sold

-

(882,403)

Closing cost of investments

47,699,549

46,153,611

 

Period ended

Period ended

31st Dec 14

30th Jun 14

£

£

Opening fair value of investments

31,369,034

34,434,630

Purchases / (disposals) during the period / year:

Additional investments acquired

1,545,938

5,445,520

Proceeds on disposal

-

(1,146,666)

Realised gain on disposal

-

264,263

Fair value movement

(3,193,484)

(7,628,713)

Closing fair value of investments

29,721,488

31,369,034

 

Further details of the investments held can be found in note 20 to these financial statements.

 

IFRS 13 requires the Company to classify fair value measurements using a three level fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

 

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

 

Level 3 - Inputs for the asset or liability that are not based on observable market data.

 

The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety is determined on the basis of the lowest level input that is significant to the fair value measurement in its entirety. For this purpose, the significance of an input is assessed against the fair value measurement in its entirety. If a fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs, that measurement is a Level 3 measurement. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgement, considering factors specific to the asset or liability.

 

The determination of what constitutes 'observable' requires significant judgement by the Company. The Company considers observable data to comprise market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.

 

The following table analyses within the fair value hierarchy the Company's financial assets measured at fair value at 31st December 2014 and 30th June 2014.

 

 

 

 

31st December 2014

Level 1

Level 2

Level 3

Total

£

£

£

£

Financial assets at fair value through profit or loss

1,981,323

-

27,740,165

29,721,488

Derivatives at fair value through profit or loss

-

-

264,203

264,203

 

30th June 2014

Financial assets at fair value through profit or loss

2,543,803

-

28,825,231

31,369,034

Derivatives at fair value through profit or loss

-

-

135,224

135,224

 

Financial assets whose values are based on quoted market prices in active markets, and therefore classified within Level 1, include mainly actively listed equities. The Company does not adjust the quoted market price for these.

 

 

7. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS - (CONTINUED)

 

Financial assets that trade in markets that are not considered to be active but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within Level 2. Level 2 includes mainly convertible bonds. As Level 2 bonds are not traded in an active market, valuations are based on an option valuation method which was carried out by an independent broker.

 

Financial assets classified within Level 3 have significant unobservable inputs, as they trade infrequently. Level 3 includes equities and convertible loan notes. As the observable prices are not available for these equities and convertible loan notes, the Company has used valuation methods as described in note 2 (o) 'Determination of fair values'.

 

Level 3 valuations are reviewed on a quarterly basis by the Company's Investment Adviser, Ludgate Investments Limited ("LIL"), who report to the Board of Directors on a quarterly basis. The Investment Adviser considers the appropriateness of the valuation model inputs, as well as the valuation result using various valuation methods and techniques generally recognised as standard within the industry. In selecting the most appropriate valuation model, the Investment Adviser performs back testing and considers which model's results have historically aligned most closely to actual market transactions.

 

The level 3 unquoted equities amounted to £25,370,165 (for the year ended 30th June 2014: £23,980,575) and the Company substantially utilises comparable trading multiples in arriving at the valuation. LIL determines comparable public companies (peers) based on industry, size, developmental stage and strategy. LIL then calculates a trading multiple for each comparable company identified. The multiple is calculated by dividing the enterprise value of the comparable company by its earnings before interest, taxes, depreciation and amortisation (EBITDA). The trading multiple is then discounted for considerations such as illiquidity and differences between the comparable companies based on company-specific facts and circumstances. The Company utilised net realisable values and discounted cash flow techniques also. On determining the discount rate, regard is given to risk rates, the specific risks of the investment and evidence of the recent transaction.

 

The level 3 unquoted securities amounted to £2,370,000 (for the year ended 30th June 2014: £4,844,656) and the Company valued these instruments at cost and net realisable values.

 

 

 

 

 

31st December 2014

 

 

 

 

 

 

Reasonable

Description

Fair value at 31st Dec 2014

Valuation technique

Unobservable inputs

Weighted average input

possible shift +/- (absolute value)

Change in valuation +/-

£

£

Unquoted equities

15,280,518

Comparable trading

multiples

Profit before tax multiple and EBITDA multiple

6.80× - 7.99×

5%

738,988/ (738,988)

8,487,736

Discounted cashflow

 

Cost of capital

12.5%

5%

(226,911)/ 226,911

927,153

Estimated NAV of underlying investment

Net asset value includes estimated value of pipeline of projects

-

5%

46,358/ (46,358)

588,520

Estimated realisable value

Not applicable

-

-

-

 

 

86,238

At cost

Not applicable

-

-

-

Unquoted

securities

2,370,000

At cost

Not applicable

-

-

-

 

30th June 2014

Description

 

Fair value at 30th Jun 2014

 

Valuation technique

 

Unobservable inputs

Weighted average input

Reasonable possible shift +/- (absolute value)

Change in valuation +/-

£

£

Unquoted equities

13,025,359

Comparable trading

multiples

Profit before tax multiple and EBITDA multiple

6.46× - 8.93×

5%

879,106/ (879,106)

1,801,541

Discounted cashflow

 

Cost of capital

12.5%

5%

(214,550)/ 214,550

7,372,008

At cost

 

Not applicable

-

-

-

1,781,667

Estimated NAV of underlying investment

Net asset value includes estimated value of pipeline of projects

-

5%

89,083/ (89,083)

Unquoted

securities

4,844,656

At cost

Not applicable

-

-

-

 

The change in valuation disclosed in the above table shows the direction an increase or decrease in the respective input variables would have on the valuation result. For unquoted equities, increases in the profit before tax multiple, EBITDA multiple, net asset value and estimated value would each lead to an increase in fair value. However, an increase in cost of capital would lead to a decrease in fair value. For unquoted securities, increases in estimated value would lead to an increase in fair value.

 

No interrelationships between unobservable inputs used in the Company's valuation of its Level 3 unquoted equities have been identified.

 

Transfers between levels of the fair value hierarchy are deemed to have occurred at the beginning of the reporting period.

 

The movement in Level 3 financial assets for the period ended 31st December 2014 and year ended 30th June 2014 by class of financial assets were as follows:

 

 

 

31st December 2014

Derivatives

Unquoted equities

Unquoted securities

Total

£

£

£

£

Opening balance

135,224

23,980,575

4,844,656

28,960,455

Total gains / (losses) (realised/unrealised) included in the statement of comprehensive income

128,979

(2,631,004)

-

(2,502,025)

Purchases and issuances

-

4,020,594

(2,474,656)

1,545,938

Closing balance

264,203

25,370,165

2,370,000

28,004,368

 

 

 

30th June 2014

Derivatives

Unquoted equities

Unquoted securities

Total

£

£

£

£

Opening balance

67,116

25,100,304

7,033,529

32,200,949

Total gains / (losses) (realised/unrealised) included in the statement of comprehensive income

68,108

(4,077,358)

(3,530,098)

(7,539,348)

Purchases and issuances

-

4,104,295

1,341,225

5,445,520

Sales and settlements

-

(1,146,666)

-

(1,146,666) 1,146,666)

Closing balance

135,224

23,980,575

4,844,656

28,960,455

 

For unquoted equities, if the multiple, discount rate or the recent market transaction price used in the valuation had increased by 5%, this would have resulted in an increase in value of £592,173 (for the year ended 30th June 2014: £1,122,239). A decrease of 5% would have resulted in a decrease in value of £592,173 (for the year ended 30th June 2014: £1,122,239).

 

Title of financial assets at fair value through profit or loss are held by the following parties:

 

31st Dec 14

30th Jun 14

£

£

Computer Share (Australia)

242,731

204,239

Panmure Gordon & Co Audit fees payable

1,738,592

-

State Street (Jersey) Limited Directors' fees and expenses payable

27,740,165

28,825,231

Walker Crips Stockbroker Limited

-

2,339,564

29,721,488

31,369,034

 

 

8. DERIVATIVES AT FAIR VALUE THROUGH PROFIT OR LOSS

 

31st Dec 14

30th Jun 14

£

£

Rapid Action Packaging Limited - 3,368 warrants (30th June 2014: 2,250 warrants)

264,203

135,224

 

 

 

 

9. CASH AND CASH EQUIVALENTS

31st Dec 14

30th Jun 14

£

£

Panmure Gordon & Co

18,811

-

Royal Bank of Scotland International - current account (GBP)

4,134

56,495

State Street Bank and Trust Company

648,338

-

Walker Crips Stockbrokers Limited

-

19,031

Cash held on fixed term deposit:

Fixed term deposits held with Barclays (GBP)

517,704

440,761

Fixed term deposits held with HSBC (GBP)

-

318,243

Fixed term deposits held with Lloyds (GBP)

-

619,112

Fixed term deposits held with Royal Bank of Scotland International (GBP)

-

192,308

1,188,987

1,645,950

 

The Company has permission to borrow sums equivalent to 25% of the net asset value in accordance with its Articles of Association. At the balance sheet date, no such facility had been entered into (30th June 2014: £nil). The Board has taken care to minimise the credit risk associated with cash and cash equivalents. The cash held in fixed term deposits has been diversified across a number of reputable financial institutions.

 

Cash and cash equivalents are held by the following banks and brokers:

 

 Bank/Broker

31st Dec 14

30th Jun 14

£

£

 Barclays

517,704

440,761

 HSBC

-

318,243

 Lloyds

-

619,112

 Panmure Gordon & Co

18,811

-

 Royal Bank of Scotland International

4,134

248,803

 State Street Bank and Trust Company

648,338

-

 Walker Crips Stockbrokers Limited

-

19,031

1,188,987

1,645,950

 

 

10. LOANS RECEIVABLE

 

31st Dec 14

30th Jun 14

£

£

Current:

Ignis Wick Limited

319,672

319,672

Lumicity Limited

-

850,000

319,672

1,169,672

 

 

 

The Company entered into a Loan Agreement with Ignis Wick Limited to fund the development costs of the Wick project up to £779,000. The loan is unsecured, repayable on demand and bears interest at 10% per annum. As at 31st December 2014, £319,672 (year ended 30th June 2014: £319,672) has been drawn.

 

On 12th December 2013, the Company subscribed to £200,000 unsecured series B Loan Notes in Lumicity, in addition to the £750,000 unsecured Series B Loan Notes subscribed on 18th August 2011. The loans were repayable on demand with a final redemption date of 1st January 2018. A partial repayment of the loan amounting to £100,000 was made during the period ended 31st December 2013. During the period, the full outstanding amount of £850,000 of the loan was repaid (year ended 30th June 2014: £nil).

 

 

11. TRADE AND OTHER RECEIVABLES

 

31st Dec 14

30th Jun 14

£

£

Fixed deposit interest receivable

85

220

Investment income receivable

-

1,168,996

Prepayments and other receivables

63,270

101,642

63,355

1,270,858

 

 

12. TRADE AND OTHER PAYABLES

 

31st Dec 14

30th Jun 14

£

£

Administration and accountancy fees

51,250

45,000

Audit fees payable

-

18,500

Directors' fees and expenses payable

12,500

18,750

Other creditors

7,662

9,273

71,412

91,523

 

All expenses are payable on presentation of an invoice.

 

 

13. STATED CAPITAL ACCOUNT

 

31st Dec 14

30th Jun 14

 AUTHORISED:

 Ordinary Shares of no par value each

Unlimited

Unlimited

 

 

13. STATED CAPITAL ACCOUNT - (CONTINUED)

 

The authorised stated capital of the Company comprises an unlimited number of voting, Ordinary Shares which are neither redeemable nor convertible and which have no par value.

 

No. of

No. of

No. of

Investor

Manager

ordinary shares

Warrants

Warrants

Opening balance at 1st July 2014

53,345,784

-

-

Closing balance at 31st December 2014

53,345,784

-

-

Opening balance at 1st July 2013

55,254,784

-

-

Purchase of own shares

(1,909,000)

-

-

Closing balance at 30th June 2014

53,345,784

-

-

Two Ordinary Shares of £1.00 each were issued on incorporation. The initial public offering ("IPO") of Ordinary Shares on 2nd August 2007 was priced at £1.00 per share. Subscribers for the Ordinary Shares received one investor warrant for every four Ordinary Shares subscribed. Each investor warrant entitles the holder to subscribe for additional Ordinary Shares in the Company at a subscription price of £1.50 until the final subscription date of 31st October 2012. At that date, these warrants expired.

 

A second placing of shares occurred on 22nd February 2008. 2,673,509 Ordinary Shares of no par value were issued at a price of £1.12 per share. On 10th November 2008 a further issue of 16,557,807 Ordinary Shares were placed at a price of £1.09 per share. On 5th August 2010 a further issue of 10,293,365 Ordinary Shares were placed at a price of £0.97 per share. No warrants were attached to these shares issued subsequent to the IPO. The Ordinary Shares and investor warrants are listed and traded on AIM. The manager warrants are not listed.

 

The Ordinary Shares carry the right to vote at general meetings, dividends and the surplus assets of the Company on winding-up. All holders of the Ordinary Shares have the same voting rights.

 

During the period, the Company purchased nil (year ended 30th June 2014: 1,909,000) of its own ordinary shares amounting to £nil (year ended 30th June 2014: £995,205). These shares were subsequently cancelled.

 

31st Dec 14

30th Jun 14

£

£

Opening balance

56,018,481

57,013,686

Purchase of own shares

-

(995,205)

Closing balance

56,018,481

56,018,481

 

14. SEGMENT INFORMATION

 

Geographical information

 

The Company's country of domicile is Jersey, Channel Islands. All of the Company's revenues are generated from outside the Company's country of domicile. Detailed geographical information is disclosed in note 15 under "concentration risk".

 

Sources of income

 

The Company's sources of net income were interest and dividends from financial assets and deposits. The majority of the income during the period was derived from investments in Rapid Action Packaging Limited, STX Services B.V., Ignis Biomass Limited and fixed term deposits.

 

 

15. FINANCIAL RISK MANAGEMENT

 

The Board of Directors is responsible for the establishment and oversight of the Company's risk management framework. Policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. These are reviewed regularly to reflect changes in market conditions and the Company's activities.

 

The Company maintains positions in a variety of financial instruments dictated by its investment management strategy. The Company's investment portfolio comprises quoted and unquoted equity investments, unquoted securities and cash which the Company intends to hold for an indefinite period (subject to the life of the Company). Asset allocation is determined by the Board who manages the distribution of the assets to achieve the investment objectives.

 

The Directors are aware that substantially all of the current business of the Adviser is accounted for in the services provided to the Company under the Advisory Agreement. In reviewing the performance of the Adviser, the Directors have paid particular attention to the risks to the Company of the reputation, financial standing, compliance and operation of each. They are satisfied that there are sufficient controls in place to ensure that officers of the Adviser cannot exercise undue influence over financial reporting and that it is a going concern.

 

The nature and extent of the financial instruments outstanding at the balance sheet date and the risk management policies employed by the Company are discussed below.

 

Market Risk

 

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices, will affect the Company's income and or the value of its holdings in financial instruments. The Adviser is responsible for monitoring, measuring and reporting market risk.

 

The Company's exposure to market risk comes mainly from movements in the value of its investments.

 

The Company's strategy on the management of investment risk is driven by the Company's investment objective. The Company's investment objective is to deliver to investors a significant level of capital growth in the medium to long-term by building a diverse portfolio of investments in cleantech companies. The Company's market risk is managed by the Adviser in accordance with the policies and procedures in place.

 

The Company seeks to achieve its investment objective and minimise investment risk through the identification of appropriate technologies and companies within the cleantech sector using a rigorous review and selection process; by adding value to companies in the portfolio through active support at all stages of their growth and by focusing on maximising returns for shareholders by assisting companies in achieving an appropriate and timely exit.

 

Potential investments are screened to ensure that investments comply with the investment criteria, as described in the Admission Document and described in the Investment Policy. A full review and due diligence are undertaken before a potential investment can be submitted for approval by the Screening Committee, Investment Committee and the Adviser.

 

Monitoring of the portfolio is carried out on a quarterly basis by the Adviser who reviews the investments against technology developments, commercial progress, financial and trading results including management accounts, management assessment, market intelligence and anticipated planning and exit. Investment risk is also reviewed at the time of any investment proposal, the publication of the net asset values and any capital raising.

 

The Company's overall market positions are reviewed quarterly by the Board of Directors. Details of the Company's investment portfolio composition as at the balance sheet date are disclosed in note 20 to these financial statements.

 

Interest Rate Risk

 

To the extent the Company incurs indebtedness, changes in interest rates can affect the Company's net interest income, which is the difference between the interest income earned on interest-bearing assets and the interest expense incurred on interest-bearing liabilities. Changes in the level of interest rates can also affect, among other things, the Company's ability to acquire loans and investments, the value of its investments and the Company's ability to realise gains from the settlement of such assets. Interest rate risk is mitigated by a policy of holding diversified instruments with varied counterparties.

 

The majority of the Company's financial assets are fixed rate or non-interest bearing and all of the Company's financial liabilities are non-interest bearing. Therefore, the Directors believe that the Company's exposure to interest rate risk is minimal. Any excess cash and cash equivalents are invested in fixed term deposits with maturities of 12 months or less. Investments in debt securities are in fixed rate instruments and therefore the Company has limited exposure to prevailing interest rates. Any adverse movement in interest rates would negatively affect the return on cash deposits over time. The amount of cash held on fixed term deposits is expected to reduce over the forthcoming years in accordance with the Company's stated investment objectives.

 

Interest rate sensitivity

 

IFRS 7 Financial Instruments: Disclosures ("IFRS 7") requires a sensitivity analysis for each type of risk to which the entity is exposed at the balance sheet date, showing how the profit or loss and equity would have been affected by changes in the relevant risk variable that are reasonably possible.

The majority of the Company's financial assets and financial liabilities are non-interest bearing or fixed rate. During the period, the Company's interest income from fixed deposits was £1,213 (period ended 31st December 2013: £15,129) of which £85 (30th June 2014: £220) is outstanding at the end of the period. Had interest rates been 50 basis points higher throughout the period the Company would have decreased its loss by £5,945 (period ended 31st December 2013: £26,610), with a corresponding decrease had interest rates been 50 basis points lower by £5,945 (period ended 31st December 2013: £26,610).

 

Currency Risk

 

The Company may invest in financial instruments and enter into transactions that are denominated in currencies other than its functional currency, sterling. Consequently the Company is exposed to risk that the exchange rate of its functional currency relative to other foreign currencies may change in a manner that has an adverse effect on the value of that portion of the Company's assets and liabilities denominated in currencies other than sterling.

 

The Company's policy is to accept a limited amount of currency risk within the portfolio. It does not hedge either the fair value of its foreign currency investments nor the cashflows, if any, arising from such investments. Any gain or loss, recognised as a result of the Company's investment and valuation policies is recognised in the statement of comprehensive income. When the Company has entered into a definitive contract to purchase or sell securities denominated in foreign currency it purchases forward contracts; any ineffectiveness in this hedging would also be recognised in the statement of comprehensive income. The Company's overall currency risk and exposure is monitored on a quarterly basis by the Board of Directors. The Directors intend to keep this policy under quarterly review as the portfolio becomes more fully invested. The Directors further consider that investment in currencies is a separate asset class and not as such part of the normal trading business of the Company.

 

As at the balance sheet date the Company had the following currency risk exposure:

 

31st Dec 14

30th Jun 14

Financial assets at fair value through profit or loss

£

£

Unquoted equities and securities denominated in EUR

7,706,658

5,882,417

Quoted equities denominated in AUD

262,281

220,689

7,968,939

6,103,106

Trade and other receivables

Trade receivables denominated in EUR

16

16

Trade and other payables

 Trade payables denominated in EUR

6,409

6,613

 

 

 

Currency sensitivity

 

As at 31st December 2014 if GBP had strengthened against the EUR by 5%, with all other variables held constant, the loss for the periodas per the statement of comprehensive income would have increased and the net assets of the Company would have decreased by £366,679 (year ended 30th June 2014: increase in loss for the year and decrease in net assets of £279,801). A 5% weakening of GBP against the EUR would have resulted in a decrease in the loss for the period as per the statement of comprehensive income and an increase in net assets of the Company of £405,277 (year ended 30th June 2014: decrease in loss for the year and increase in net assets of £309,254), with all other variables held constant.

 

As at 31st December 2014 if GBP had strengthened against the AUD by 5%, with all other variables held constant, the loss for the period as per the statement of comprehensive income would have increased and the net assets of the Company would have decreased by £12,490 (year ended 30th June 2014: increase in loss for the year and decrease in net assets of £10,509). A 5% weakening of GBP against the AUD would have resulted in a decrease in the loss for the period as per the statement of comprehensive income and an increase in the net assets of the Company of £13,804 (year ended 30th June 2014: decrease in loss for the year and increase in net assets of £11,615), with all other variables held constant.

 

The movement in foreign exchange, excluding foreign exchange movements on financial assets at fair value through profit or loss which are reflected in the statement of comprehensive income as part of losses or gains on financial assets at fair value through profit or loss, for the period ended 31st December2014 was a loss of £3,824 (31st December 2013: £2,000). This movement has been largely caused by the variance in the EUR:GBP exchange rate during the period on deposits held in EUR. The EUR:GBP exchange rate moved from 1.2489 as at 1st July 2014 to 1.2886 as at 31st December 2014.

 

Other price risk

 

Market price risk is the risk that the value of an instrument will fluctuate as a result of changes in market prices (other than those arising due to currency risk or interest rate risk) whether caused by factors specific to an individual investment, its issuer or all factors affecting all instruments traded in the market. As the majority of the Company's financial instruments are held at fair value with changes in fair value being recognised in the statement of comprehensive income, all changes in market conditions will directly affect the profit for the period and the Company's net assets. Price risk is monitored and reviewed by the Directors on a quarterly basis, at any valuation event and at each investment committee meeting, whichever is the more frequent.

 

Risk is mitigated in a thematic portfolio diversified by securities, assets, geography and industrial sector. No single investment can account for more than 15% of ungeared NAV at the time of investment. No single investment held for short-term trading can be more than £750,000. The following table breaks down the investment assets held by the Company:

 

31st Dec 14

30th Jun 14

percentage of net assets

percentage of net assets

Financial assets at fair value through profit or loss

Equity investments:

Quoted

6.20%

7.17%

Unquoted

79.34%

67.55%

Debt investments:

Unquoted

7.41%

13.65%

 

 

Market price risk sensitivity

 

5.78% of the Company's investment assets are listed on European stock exchanges (year ended 30th June 2014: 7.41%). 0.88% of the Company's investments are listed on the Australian stock exchange (year ended 30th June 2014: 0.70%). A 10% increase in stock prices as at 31st December2014 would have decreased the loss for the period and would have increased the net assets of the Company by £198,132 (year ended 30th June 2014: decrease in loss for the year of £254,380). An equal change in the opposite direction would increase the loss and decrease the net assets of the Company by an equal but opposite amount.

 

Credit Risk

 

Credit risk is the risk that a counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with the Company. The carrying amount of financial assets best represents the maximum exposure at the balance sheet date. At the balance sheet date the Company's financial assets exposed to credit risk amounted to the following:

 

31st Dec 14

30th Jun 14

£

£

Unquoted securities

2,370,000

4,844,656

Loans receivable

319,672

1,169,672

Trade and other receivables

63,355

1,270,858

Cash and cash equivalents

1,188,987

1,645,950

Total financial assets exposed to credit risk

3,942,014

8,931,136

 

The Company and its Adviser seek to mitigate credit risk by actively monitoring the underlying credit quality of the Company's investment holdings. As noted above, monitoring of the portfolio is carried out on a quarterly basis by the Adviser who will review the investments against milestones of technology developments, commercial progress, financial and trading results including management accounts, management assessment, market intelligence and anticipated planning and exit. Any indications of credit risk will be reported to the Board who will also review the portfolio and the related credit risk at least on a quarterly basis. The Company holds no hedges or insurance against counterparty risk. The Directors believe that the purchase of credit insurance would expose the Company to an unapproved asset class of derivatives.

 

The Company holds fixed term deposits of varying maturities with a number of banks, each with a minimum long-term credit rating from Standard and Poor's, Moody's, or Fitch of "A", through a pooled account. This service is entitled "Cash2". All transactions are in the name of State Street (Jersey) Limited Client Nominee, operated by State Street (Jersey) Limited. The Company is the beneficial owner of these deposits. There is no additional payment, liquidity, or settlement risk associated with the pooling.

 

The Company analyses the credit concentration based on the counterparty, industry and geographical location of the financial assets that the Company holds. The Company's financial assets exposed to credit risk were concentrated in the following industries:

 

31st Dec 14

30th Jun 14

Resource efficiency industries

69.84%

81.57%

Banks/financial services

30.16%

18.43%

 

All of the Company's financial assets exposed to credit risk which were held at the balance sheet date are European.

 

Concentration Risk

 

The Company may be exposed at any given time to a degree of concentration risk. To the extent that the Company's investments are concentrated in any one sub-sector of the cleantech sector, country or asset class downturns affecting the source of concentration may result in total or partial loss on such investments, which will reduce the Company's net asset value. The Directors consider the sector a diversified asset class and that effective hedging could be achieved by replication in purchasing differentiated securities but that the cost of these transactions would negate the value of the protection. The Company's investments are concentrated as follows:

 

31st Dec 14

30th Jun 14

Investment in resource efficiency industries

100.00%

100.00%

Geographical area - Netherlands

23.95%

17.84%

Geographical area - UK

73.19%

80.55%

Geographical area - Australia

0.88%

0.70%

Geographical area - Germany

1.98%

0.91%

 

Liquidity Risk

 

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due.

 

The Company may face liquidity risks. Most of the investments in which the Company invests are relatively illiquid i.e. private companies which require a long-term capital commitment. A substantial amount of the Company's funds are concentrated in a limited number of investments subject to legal and other restrictions on resale, transfer, pledge or other disposition or that are less liquid than publicly traded securities. The illiquidity of these investments may make it difficult to sell investments if the need arises or the Investment Adviser determines that such a sale would be in the Company's interests.

 

The Directors monitor liquidity risk at least quarterly and perform going concern tests before the semi-annual publication of the financial statements. As an operating practice the Company is expected to hold at least sufficient working capital for a year's continuous operation on a rolling basis. The Company also holds sums equivalent to three months' forward operating expenses in call accounts. The Directors review this policy regularly. The Company also has permission to borrow sums equivalent to 25% of NAV in accordance with the terms of its Articles of Association.

 

Maturity profile

 

The tables below show the maturity of the current borrowings under the facilities, rather than the maturity over the whole life of the facilities and the expected maturity of the securities, rather than the legal maturity date.

 

31st Dec 14

30th Jun 14

Within one year

One to five years

Within one year

One to five years

£

£

£

£

Financial liabilities:

Trade and other payables

71,412

-

91,523

-

 

 

Financial instruments by category

 

Amounts recognised in balance sheet according to IAS 39

Fair value

recognised

Category in accordance with IAS 39

Carrying

amount

Amortised

cost

in

profit or loss

 

Fair value

£

£

£

£

At 31st December 2014:

Loans and receivables

1,572,014

1,572,014

-

1,572,014

Fair value through profit or loss

29,985,691

-

29,985,691

29,985,691

Other liabilities

71,412

71,412

-

71,412

At 30th June 2014:

Loans and receivables

4,086,480

4,086,480

-

4,086,480

Fair value through profit or loss

31,504,258

-

31,504,258

31,504,258

Other liabilities

91,523

91,523

-

91,523

 

 

Disclosure of material income, expenses, gains and losses resulting from financial assets and financial liabilities:

 

Fair value

Financial

Loans and

through

liabilities at

receivables

profit or loss

amortised cost

£

£

£

31st December 2014:

Net loss on financial assets and derivatives at fair value through profit or loss

-

(3,064,505)

-

Investment income

20,916

617,299

-

Loss on foreign exchange

(3,824)

-

-

17,092

(2,447,206)

-

30th June 2014:

Net loss on financial assets and

derivatives at fair value through profit

or loss

-

(7,296,342)

-

Investment income

75,435

1,996,152

-

Loss on foreign exchange

(2,573)

-

-

72,862

(5,300,190)

-

 

Assets and liabilities not carried at fair value but for which fair value is disclosed

 

The following table analyses within the fair value hierarchy the Company's assets and liabilities (by class) not measured at fair value at 31st December 2014 and 30th June 2014 but for which fair value is disclosed.

 

At 31st December 2014:

Assets

Level 1

Level 2

Level 3

Total

£

£

£

£

Loans receivable

-

319,672

-

319,672

Trade and other receivables

-

63,355

-

63,355

Cash and cash equivalents

1,188,987

-

-

1,188,987

1,188,987

383,027

-

1,572,014

Liabilities

Trade and other payables

-

71,412

-

71,412

 

 

 

 

 

At 30th June 2014:

Assets

Level 1

Level 2

Level 3

Total

£

£

£

£

Loans receivable

-

1,169,672

 -

1,169,672

Trade and other receivables

-

1,270,858

-

1,270,858

Cash and cash equivalents

1,645,950

-

-

1,645,950

1,645,950

2,440,530

-

4,086,480

Liabilities

Trade and other payables

-

91,523

-

91,523

 

The assets and liabilities included in the above table are carried at amortised cost; their carrying values are a reasonable approximation of fair value.

 

Cash and cash equivalents include deposits held by the banks. Loans receivable include the contractual amounts for settlement of obligations due to the Company.

 

Trade and other receivables include the loan interest and investment income receivables. Trade and other payables represent the contractual amounts and obligations due by the Company for settlement.

 

Capital Management

 

The Company is an investment company listed at AIM in London. Capital can only be increased either by the issue of new shares at net asset value or by borrowing up to the permitted limit of 25% of NAV. Capital can only be reduced by the repurchase and cancellation of shares or the payment of special dividends both of which require shareholder resolution. The Company seeks to provide long-term capital return in accordance with its stated investment policy from a diversified portfolio of securities of cleantech companies. The Company does not hold or intend to hold any derivatives other than those which may be embedded in or between the assets in the portfolio.

 

The Company will at all times maintain sufficient liquidity to cover at least twelve months' anticipated operating expenses. The Directors will also assure themselves that the NAV of the Company is sufficient for the cost effective management of the portfolio and the Company's objectives.

 

 

16. CASH GENERATED FROM OPERATIONS

 

Period ended

Period ended

 31st Dec 14

 31st Dec 13

£

£

Total comprehensive loss

(4,012,922)

(5,030,475)

Adjustments for:

Unrealised loss on financial assets and derivatives at fair value through profit or loss

3,064,505

5,538,590

Realised gain on financial assets and derivatives at fair value through profit or loss

-

(264,263)

Net loss on foreign exchange: cash and cash equivalents

3,824

2,000

Loan notes interest income

(207,315)

(1,198,153)

Dividend income

(429,687)

(590,235)

Provision for interest receivable

942,633

485,544

Decrease / (increase) in trade and other receivables

38,507

(16,902)

Decrease in trade and other payables

(20,111)

(37,005)

CASH FLOWS FROM OPERATIONS

(620,566)

(1,110,899)

 

17. RELATED PARTY DISCLOSURE

 

Directors' remuneration and expenses payable for the period ended 31st December2014 are disclosed in notes 4 and 12.

 

The terms and conditions of any transactions with key management personnel and their related parties are no more favourable than those available, or which might reasonably be expected to be available, on similar transactions to non-key management personnel related entities on an arm's length basis.

 

On 21st December 2012, the Company entered into a revised Investment Advisory Agreement with the Adviser which took effect from 1st July 2012 in which it is entitled to receive a management fee from the Company at a rate of 2% of the Company's net asset value for each quarter end plus any distributions made to shareholders since 30th June 2012 which is payable quarterly in advance. In addition the Adviser was entitled to retain any fees received from providing directors to certain portfolio companies at LEF's nomination.

 

During the period the Adviser's fee was £350,748 (period ended 31st December 2013: £483,672). No accrued Adviser's fees were outstanding as at the period end (year ended 30th June 2014: £nil). During the period the Adviser's expenses were £nil (period ended 31st December 2013: £nil).

 

No placing fees were paid to LIL by the Company during the period (period ended 31st December 2013: £nil).

 

Under the terms of the original Investment Advisory Agreement the Adviser is also entitled to a performance fee which is payable in arrears in respect of each annual period ending 30th June. The first calculation period began on the admission date and ended on 30th June 2008. Under the updated Investment Advisory Agreement, the basis of the calculation of the performance fee was reset to 30th June 2012 and was payable to the Advisor if certain conditions were attained. On 1st September 2014, the shareholders approved the recommendation of the Directors to amend the fee arrangements under the Investment Advisory Agreement with effect from 1st July 2014, as follows:

 

- the Advisory fee is calculated at 2% of the Company's Net Asset Value, payable quarterly and any future distributions will no longer be added back for the purposes of the calculation; and

 

- the basis of the calculation of the performance fee has been reset to 30th June 2014 and is payable to the Adviser if certain conditions are attained.

 

The performance fee is dependent on the Company's performance and amounted to £nil for the period ended 31st December 2014 (period ended 31st December 2013: £nil). Further details are disclosed in note 3.

 

From time to time members of the LIL group may provide corporate financial services to the Company and investee companies. The Directors ensure that such services are pre-approved, provided on an arm's length basis and at market terms and that any possible conflicts of interest are disclosed.

 

In the period ended 31st December 2014, LIL provided directors fee services to certain portfolio companies and these fees were retained by LIL under the terms of the revised Investment Advisory Agreement. The total paid by portfolio companies for various corporate services to LIL for the period ended 31st December2014 was £101,615 (period ended 31st December 2013: £---46,498). Out of this sum, LIL reimbursed the Company £nil (period ended 31st December 2013: £nil).

 

 

18. IMMEDIATE HOLDING COMPANY AND ULTIMATE CONTROLLING PARTY

 

In the opinion of the Directors there is no single ultimate controlling party since the criteria contained within the definition of "control" in IAS 24 - Related Party Disclosures are not satisfied by any one party.

 

 

 

 

 

19. SHAREHOLDERS' INTERESTS

 

As at the balance sheet date, the registered holdings of the Company of at least 3% of the total share capital as far as the Board is aware comprised:

 

Ordinary

Percentage

AS AT 31ST DECEMBER 2014

shares held

shareholding

Securities Services Nominees Limited

8,979,271

16.83%

HSBC Global Custody Nominee (UK) Limited (814437)

7,568,308

14.19%

HSBC Global Custody Nominee (UK) Limited (786698)

5,839,757

10.95%

Flintshire County Council

5,791,288

10.86%

Harewood Nominees Limited (4046320)

5,220,999

9.79%

Quintain Estates and Development PLC

4,000,000

7.50%

Chase Nominees Limited

3,809,939

7.14%

HSBC Global Custody Nominee (UK) Limited (771096)

3,669,094

6.88%

State Street Nominees Limited (OM04)

2,159,000

4.05%

 

AS AT 30TH JUNE 2014

Securities Services Nominees Limited

8,229,271

15.43%

HSBC Global Custody Nominee (UK) Limited (810269)

7,568,308

14.19%

HSBC Global Custody Nominee (UK) Limited (786698)

5,839,757

10.95%

Flintshire County Council

5,791,288

10.86%

Harewood Nominees Limited

5,220,999

9.79%

Quintain Estates and Development PLC

4,000,000

7.50%

Chase Nominees Limited

3,809,939

7.14%

HSBC Global Custody Nominee (UK) Limited (771096)

3,669,094

6.88%

BNY (OCS) Nominees Limited

2,159,000

4.05%

 

 

20. INVESTMENTS

31st Dec 14

31st Dec 14

30th Jun 14

30th Jun 14

 

Cost

Fair value

Cost

Fair value

 

Quoted equity securities:

£

£

£

£

 

 

Hightex Group plc Ordinary Shares

730,000

15,000

730,000

30,000

 

 

Hydrodec Group plc Ordinary Shares

3,498,417

1,108,842

3,498,417

1,697,914

 

 

Phoslock Water Solutions Limited Ordinary shares

443,713

262,281

443,713

220,689

 

 

Renewable Energy Generation Ordinary shares

720,241

595,200

720,241

595,200

 

 

Total quoted equities:

5,392,371

1,981,323

5,392,371

2,543,803

 

Unquoted equities:

 

 

ECO Plastics Limited Ordinary Shares (in administration)

6,052,937

-

*

5,232,937

1,652,604

*

 

Emergya Wind Technologies B.V. Preference Shares

4,471,385

-

4,471,385

-

 

 

Ignis Biomass Limited Ordinary Shares

1,200,000

1,763,162

1,000,000

1,801,541

 

 

Lumicity Limited Class A Preference Shares

548,000

927,153

548,000

1,781,667

 

 

Rapid Action Packaging Limited Ordinary Shares

7,510,559

8,248,618

5,035,903

5,862,346

 

 

STX Services B.V. Ordinary Shares

917,068

7,031,900

917,068

5,510,409

 

 

Tamar Energy Limited Ordinary Shares

7,000,000

6,724,574

7,000,000

7,000,000

 

 

Terra Nova SAS Preference Shares (in administration)

5,291,669

-

5,291,669

-

 

 

Micropelt GmbH (the new company) Ordinary Shares

811,117

588,520

285,179

285,770

 

 

Micropatent B.V. Ordinary Shares

86,238

86,238

86,238

86,238

 

 

Total unquoted equities:

33,888,973

25,370,165

29,868,379

23,980,575

 

 

31st Dec 14

31st Dec 14

30th Jun 14

30th Jun 14

 

Cost

Fair value

Cost

Fair value

 

Unquoted securities:

£

£

£

£

 

 

ECO Plastics Limited 19% Loan Notes (in administration)

1,585,635

-

*

1,585,635

-

*

 

Ignis Biomass Limited 10% Unsecured Convertible Notes 2017

2,370,000

2,370,000

2,370,000

2,370,000

 

 

Micropelt GmbH 15% (period ended 30th June 2014: 15%) CULS (in administration)

3,689,285

-

3,689,285

-

 

 

Rapid Action Packaging Limited 10% (period ended 30th June 2014: 10%) Convertible Loan Notes (converted to Ordinary Shares on 24th Sep 2014)

-

-

2,474,656

2,474,656

 

 

Terra Nova SAS 12% (period ended 30th June 2014: 12%) Convertible Loan Notes (in administration)

773,285

-

773,285

-

 

 

Total unquoted securities:

8,418,205

2,370,000

10,892,861

4,844,656

 

Total investments:

47,699,549

29,721,488

46,153,611

31,369,034

 

 

* The shares and loan notes of ECO Plastics Limited were valued on the basis of a calculated fair enterprise value and the resulting figure was allocated based on the economic ownership of the shares and the loan notes.

 

20. SUBSEQUENT EVENT

 

On 27th January 2015, an additional investment of €250,000 into Micropelt GmbH was approved.

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