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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Rame Energy | LSE:RAME | London | Ordinary Share | JE00BBD8GG53 | ORD NPV |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 7.125 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From Jun 2019 to Jun 2024
TIDMRAME
RNS Number : 9679K
Rame Energy PLC
30 June 2014
RAME ENERGY PLC
Final Results for the Year Ended 31 December 2013
Rame Energy plc ('the Company' and, together with its subsidiaries, the 'Group'), the international energy consultant, engineer and power generator, is pleased to announce its final results for the year ended 31 December 2013.
Post Period End Highlights
-- Successful IPO on AIM raising c.US$3.3 million focussed towards transforming Rame into a niche Independent Power Producer in Chile
-- First Chilean wind generation co-investment agreement signed with Banco Santander with the sale of 80% of the Raki / Huajache 15MW wind farm which is now under construction and due to be operational in Q4 2014
-- Framework agreement with Santander for the further funding of c.118MW of wind generation assets
-- Acquisition of Beco Energy Solutions Limited to enhance solar generation technical capabilities and service offering in the UK
Financial Highlights
-- Turnover of US$3.57 million (2012: US$6.58 million) representing transition to towards becoming an Independent Power Producer
-- Gain of US$722,000 from the sale of 80% stake in the Raki / Huajache wind farm development
-- Loss before tax for the year was US$1.5 million (2012: profit before tax of US$1.05 million)
-- Adjusted loss before tax before costs associated with Group restructuring and third party advisory fees was US$0.4 million
Tim Adams, Rame CEO, said "The year under review saw us focus on building a platform from which we can transform Rame into a power producer in Chile, and in the process add another significant revenue stream to those of our established engineering and consultancy businesses. As a result of this work, a number of key milestones were met post period end, including our successful AIM IPO and the equity financing framework agreement signed with Santander for 118MW of wind power assets in Chile. Through the Group's substantial project pipeline and a proven track record in delivering power solutions, I believe Rame is well placed to reach our target of 300MW of operational assets in Latin America within the next three years, starting with our first two projects which are due to come on stream this year."
For further information contact:
Rame Energy plc Tel: +44 (0) 1752 565638
Tim Adams (Chief Executive)
Jan Gawel (Finance Director)
Northland Capital Partners Limited Tel: +44 (0) 20 7382 1100
Matthew Johnson / Louis Castro / Lauren Kettle
St Brides Media & Finance Ltd Tel: +44 (0) 20 7236 1177
Elisabeth Cowell / Frank Buhagiar
CHAIRMAN'S STATEMENT
I joined the board earlier this year ahead of the Company's Admission to AIM and these results look back at a year which covered a period of great transition for the Group. From our historic position as an engineering business, we have progressed towards our goal of becoming an independent power producer ("IPP") in our own right, initially through the development of wind projects in Chile, leveraging off the skills and experience garnered over the last ten years. We aim to have 24MW of power installed and operational by the end of this year and are targeting a portfolio of 300MW in Latin America within three years. Our progress has been successfully achieved against the backdrop of restructuring the whole Group in readiness for life as a public company on AIM, whilst continuing to deliver engineering services to our key clients both in the UK and Chile.
During the period we entered heads of terms with Santander to provide equity financing for our first three wind projects as an IPP (Raki, Huajache and Punta Chome), for the installation of 24 MW in Chile in aggregate. Since the year end, Raki and Huajache are now under construction, with Santander providing 80 per cent. of the equity funding and Banco BICE providing a debt package totalling US$26.7m over a sixteen and half year term. Rame has a 20 per cent. interest in both Raki and Huajache, with the option to acquire Santander's shareholding. During the period, the Company also executed power purchase agreements ("PPAs") with EKA Chile S.A. for the purchase of all power produced by Raki and Huajache for a period of ten years.
As detailed further in our Chief Executive's operational review, we are delighted that our relationship with Santander looks set to continue with a framework agreement now in place for the equity financing of our next four projects (to include Punta Chome) totalling c.118 MW. This has been a major milestone in terms of monetising the true market value of our development activities prior to construction, further enhancing our earnings visibility and providing us with a clearly defined and de-risked route to full ownership at completion.
Whilst we have made great progress over the last year, as anticipated and mentioned in our Admission Document, this change of focus and the restructuring process saw a significant increase in our capital costs and professional expenses which, compounded by the reduction in our engineering revenues has seen us, as expected, report a loss for the period under review. As a result revenues were lower at US$3.6m (2012: $6.58m) and we report a loss of US$1.5m (2012: PBT of US$1.02m).
With our IPP projects having advanced significantly, we are now in a position to re-establish our traditional engineering services business revenues (not least through potential management contracts in the development of our own projects). In line with this, we are excited to welcome the team from Beco, the UK's longest established solar design and installation company which we acquired at a low cost post period end to bolster our engineering solutions offering, and look forward to benefitting from their skills in the solar market.
We have made great progress over the last 18 months, expanding the team both in the UK and Chile to support our broader activities and getting our first projects fully financed and under construction. Together with the financing framework set out for at least the next four projects, we are well placed to take the Group forward building on our engineering expertise and to become a lead niche IPP in the Chilean power market, as well as benefit from the ever growing demands from around the world for sustainable and cost reducing alternative energy sources.
On behalf of the board I would like to thank all the team for their hard work over this transitional period and we look forward with great optimism to the rest of 2014 and into 2015 when our projects start producing.
Andrew Richard Haig Cameron
Non-Executive Chairman
30 June 2014
CHIEF EXECUTIVE OFFICER'S REVIEW
The 12 month period covered in this report does not extend to the Company being admitted to AIM in April 2014 and must be considered as an atypical year in terms of activity and trade. It does, however, represent a substantial amount of work which has ultimately provided the platform from which Rame is poised to deliver on its strategy as a public company and, the directors believe, create value for its shareholders. As such, it is worth considering the progress made during 2013 and how this and the general market landscape in its principal areas of operation have and will continue to inform the direction of the business as it seeks to maximise its potential and optimise its delivery.
There are of course a number of significant events for the business post the year end, not least the Company's admission to AIM and the commencement of construction of our first proprietary IPP at Raki/Huajche. Power output from these first sites, which together will generate 15MW, is scheduled for Q4 2014. In addition, further development of existing relationships with key financial counter-parties and key suppliers, as well as the strategic acquisition of a highly synergistic solar business in the UK, are all solid developments that demonstrate the value of both Rame's project pipeline and its inherent commercial and technical skills.
Chile - Overview and Operational Review
During the period under review, Rame's team in Chile had extensive involvement in the legal and accounting processes associated with preparation for admission to AIM, but beyond that the technical project development and financing towards becoming an IPP was advanced significantly.
The completion of all the electrical studies for the Raki and Huajache projects (15MW in total), as well as the final permits, represented a milestone in preparation for the start of their construction. The extensive due diligence processes undertaken by equity partner Santander and the senior lending bank BICE demonstrate the robustness of the Group's work on its projects and should reflect well on our extensive pipeline of projects as they are developed. Investment into the Group's pipeline is key to profit maximisation and Rame significantly advanced the development of its first c.118MW of projects in anticipation of securing the finance for implementation and in line with its mid-term strategy on capital recycling.
At the end of 2013 Rame remained completely on track with all critical path activities to support the scheduled implementation of this first tranche of capacity. Additionally, new studies were undertaken for a number of industrial customers both on and off grid involving the application of wind, solar and waste heat recovery technologies, proving the value of the engineering resource in gaining downstream visibility on future potential projects.
In respect of field operations in Chile, Rame had both its support contracts with Barrick Gold for their Veladero (Argentina) and Punta Colorada wind installations renewed for the 5th and 3rd years respectively and work carried out included upgrading of major components and software. These projects were undertaken as part of the Company's engineering arm which is focussed on providing cost effective, technically optimised and reliable power generation solutions to blue chip clients. Other works undertaken were geared towards the maintenance and upgrading of measurement hardware for projects in the pipeline.
This work aside, much of the Chilean technical team's time and attention in 2013 was devoted to advancing the Group's internal IPP projects and they are now directly involved in the management of the construction of the first two projects, Raki and Huajache, on a fee basis.
Chile's Energy Market
2013 was the eighth year of operations in Chile for Rame and in terms of the energy situation in the country, it was another year when the key drivers of power shortage and price continued to have a major impact. The Chilean electricity market exhibits a fundamental and widening energy gap driven by two major factors; climatic conditions and rapidly increasing demand. As the country endured its sixth consecutive year of below average rainfall, the ability of the large hydro-power installations to deliver the amounts of energy they have previously generated and upon which the country is so reliant was yet further impaired. At the same time total maximum demand grew by 4.0 per cent., essentially propelled by industry and mining which continues to account for over half the total demand in the system. Despite new installed capacity of 562MW in the period, conditions for Rame's industrial customers remain highly challenging with a continuing exposure to very volatile power prices.
Politically, 2013 saw the re-election of Michelle Bachelet as president of Chile, with a very strong emphasis within her manifesto on how the Government intends to be more proactive in dealing with Chile's energy problem. The target for the role of renewables in the energy mix was ambitiously upgraded to 20 per cent. by 2025 in an attempt to offset Chile's dependence on imports for 60% of its energy resources. Additionally, the new Government is seeking to reduce marginal costs in the central system electricity grid by trying to reduce the difficulties faced by larger transmission and generation projects in the approvals process, which has resulted in a much slower increase in capacity than expected. Without immediate action, electricity prices are predicted to increase by up to 34 per cent. in the next 10 years.
For Rame, these developments manifest themselves in an increase in the availability of power purchase agreements ("PPAs") at better margins for projects both on and off grid, as well as an increase in the revenue associated with the trading of renewable certificates. In addition, the value of the Group's measured and secure wind projects pipeline increases in the face of the permitting difficulties experienced by larger projects. The increase in the general deployment of wind turbines in Chile and the associated economies of scale this produces, particularly in relation to operating and maintenance costs, further drives improvements in project economics. The combination of a mature multi-technology internal project pipeline and a solid portfolio of potential PPAs from a range of offtake partners continue to underwrite Rame's core strategy, which is based upon the technically and commercially optimised private sale of energy from projects with efficient financial structuring.
UK Overview & Operational Review
UK management were heavily involved in the IPO process and the round of private fundraising that took place prior to year end. Both activities were time consuming and recognising that this would result in less time being available to oversee any major contracting works, it was decided not to pursue any major contracts in the period other than those that were already live or in some form of advanced negotiation. Rame had previously decided it would not tender for work in the general civil engineering marketplace where margins had been under significant pressure and would instead rely on its relationships and credentials in undertaking specialist tasks for specific clients. As such, 2013 saw the completion of the large wind project development contract for Andes Wind as well as completion of the infrastructure services contract for its UAE based client. The marine operation undertook some small scale emergency repair works for the RNLI, a long term client, and we are prepared to assist with the extensive damage to coastal infrastructure caused by the storms at the end of the year.
In relation to the market for offshore wind services in the UK, where Rame has previously been very active, 2013 involved extensive liaison with project developers and owners regarding the installation of new meteorological masts as well as the de-commissioning of older facilities in the UK sector. Whilst these opportunities are fundamentally linked to complex and lengthy planning processes and as such are often delayed, Rame remains well placed to undertake a number of significant contracts in the future as consents are achieved and projects advance.
Through 2014 we will look to rebuild momentum in our traditional UK engineering business. This may be achieved in part through acquisitions to bring in appropriate know-how and skills in complementary energy sectors to those we currently operate in.
Post Year End Events
Post year end, Rame successfully completed its IPO activities raising approximately US$3.3m and was admitted to AIM, with its first day of trading on the 4th April. The IPO paves the way for the Company to move forward and since that time substantial progress has been made on the delivery of shareholder value and along the path towards realising the Group's first tranche of generating capacity.
At the heart of the Rame's financial strategy has been the recognition of the need to keep the capital requirements to implement its first projects at a level that is consistent with the size of the Company and demonstrates an appropriate attitude towards risk. Through the close working relationship established with Banco Santander in the first two projects, Rame found a strong and credible equity partner capable of delivering substantial added value to the projects and who demonstrated close alignment and mutual respect. The Santander renewable infrastructure bridge fund allowed Rame to get a project into construction with relevant and measured levels of cash equity needed and a clear pathway to acquiring the whole project or recycling its capital in a joint exit. It is therefore of enormous significance that Rame and Santander have recently agreed to extend their cooperation to cover another four wind projects totalling c.118MW of potential capacity over a period up to the end of 2016.
Under the terms of the Santander framework agreement, Rame will remain responsible for the technical development of all the projects and the arrangement of PPAs whilst Santander will source and structure the senior debt arrangements and contribute between 80 and 90 per cent. of the construction equity. Subject to meeting both parties conditions precedent, Santander will buy into the projects at a fixed price per MW. This will allow Rame to realise a development margin pre-completion of the projects and, in addition, Rame will also have the right to buy back the Santander equity after construction based on a pre-agreed formula. This proven cooperation becomes the foundation for Rame to finance and deliver its first c.132MW of wind generation over a clear timeframe as well as to consolidate its ownership position and recycle its capital. It is a major step for the Company and demonstrates the credibility of its projects, people and strategic planning.
Rame also recently announced the acquisition of south west based solar engineering and installation company Beco Limited ("Beco"), a company with which we have worked collaboratively on a number of solar opportunities in the past five years. Through the transaction, Rame gains an intelligently managed and well proven solar engineering resource, providing in house solar expertise, a strong forward order book for ground and roof mounted solar installation work in the UK and an opportunity to explore the synergies and efficiencies that can be driven from aligning two closely-located engineering service companies. The joint capability can be leveraged into Chile in direct support of Rame's activities there, as well as into the global market where being able to offer a fully integrated solar service substantially strengthens Rame's ability to approach industrial customers in countries in Asia and sub Saharan Africa, where clearly wind energy is of limited use. We expect to utilise our combined expertise and resource to expand the solar business in the UK and abroad, delivering increasing turnover and profits to Rame's engineering division and supporting the opportunity to develop new power projects as an IPP.
Outlook
In every sense 2013 was a year of continuation, consolidation and preparation. Major progress was made on all fronts to ensure that Rame was positioned to effectively deliver on its strategy post IPO. The early start of construction of the first two wind projects in Chile provides the impetus and foundation for a year in which generating operations will start in earnest and further projects will be commenced as planned. Underpinned by the extended cooperation formalised with Santander, the first c.118MW tranche of wind capacity now has clear visibility on funding and timelines. In addition, the market for power provision within the Rame "niche" has only strengthened, thereby regularly providing new opportunities for the Group.
The global off grid market for hybrid power solutions is expected to continue to grow as industry wakes up to the real benefits achievable through fuel cost savings. Rame will seek to approach these projects with a view to moving high yielding and bankable opportunities into production. These often smaller installations are where we can leverage our engineering and construction expertise to a maximum and potentially see exceptional returns. At least one small off grid project is likely to be implemented this year.
The acquisition of Beco brings renewed emphasis on Rame's UK engineering and service activities and in this and the marine sector there is substantial opportunity to grow our earnings and support our overheads as well as back up our other operations in Latin America. In both sectors Rame is approaching robust contracting opportunities with government and blue chip clients and expects to demonstrate increasing profits and strong forward orders by the turn of this year. A measured approach to contracting risk will continue to inform Rame policy on pricing and workload.
The second half of 2014 therefore presents an opportunity for Rame to once again focus on and grow its core revenue and to illustrate what a fully integrated engineering based IPP can actually achieve. The blend of income streams covering specialist engineering services and the development and operation of large and small scale power projects sits in a market of broad opportunities and the Company will continue to respond effectively to them.
Tim Adams
Chief Executive Officer
30 June 2014
FINANCIAL REVIEW
Introduction
Rame continued to invest in the development of power projects in 2013, and has secured the financial support through our financial partner Santander to continue the development and subsequent construction of over 132 MW of wind power farms, subject to project due diligence.
Balance Sheet
Throughout the year, the Group continued to invest in developing its technical power generation assets with US$1.3 million being invested in our portfolio representing the costs the Group spent to move the projects to a position of construction. This was offset by the successful sale of an 80% equity stake in the Raki / Huajache wind farm development to Santander.
Related Party receivables increased to US$1.1 million from US$0.2 million in 2012, as a result of proceeds being due from Banco Santander from the sale of 80% of the SPV holding the Raki / Huajache wind development.
Income Statement
The Group recorded a net loss after tax of US$1.5 million (2012: profit of US$1.0m). This loss is attributable to the restructuring and third party advisory fees incurred with the Group's preparation of its IPO in 2014 of US$1.1 million (2012: nil).
Third party revenue decreased to US$3.6 million (2012: US$6.6 million), as the Group focused on the advancement of its internal energy generation developments.
Foreign exchange losses in 2013 of US$0.19 million (2012: US$0.04 million) represent the impact of unrealised foreign exchange movements in long-term intra-group funding arrangements, and intangible assets held.
Going Concern
The Directors have reviewed the Group's budgets and forecast cash flows through to June 2015. Taking into consideration the risks outlined in this financial review, the Directors are satisfied that the Group has adequate resources to continue in business for the foreseeable future. It is therefore appropriate to adopt the going concern basis in the preparation of its financial statements.
Jan J. Gawel
Chief Financial Officer
30 June 2014
Hot Features
Premium
PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL
POSITION
As at 31 December 2013
Notes Pro forma Pro forma
2013 2012
USD USD
Assets
Non-current assets
Property, plant and equipment 257,023 131,666
Intangible assets 6 2,596,097 1,830,564
Deferred tax assets 11,919 11,677
Other non-current asset 4,764 -
---------- ----------
2,869,803 1,973,907
Current assets
Trade receivables 62,248 85,566
Other receivables, deposits,
and prepayments 1,316,055 966,547
Amounts owed by related
parties 7,552 188,807
Tax recoverable 77,787 86,068
Cash and cash equivalents 319,400 1,154,242
---------- ----------
1,783,042 2,481,230
---------- ----------
Total assets 4,652,845 4,455,137
========== ==========
Equity and liabilities
Stated capital 5 3 -
Shares to be issued 5 2,553,409 -
Merger reserve 5 2,042 2,042
Foreign exchange translation
reserve 114,009 304,566
Retained profits (7,349) 1,320,688
---------- ----------
Total equity attributable
to the owners
of the Group 2,662,114 1,627,296
---------- ----------
Total equity 2,662,114 1,627,296
---------- ----------
Non-current liabilities
Other non-current liabilities 143,594 26,662
Finance lease greater
than one year 68,293 -
Deferred tax liabilities - 4,174
---------- ----------
211,887 30,836
Current liabilities
Trade and other payables
and accruals 1,240,217 2,499,728
Amounts owed to related
parties 333,011 152,663
Finance lease due within
one year 16,749 -
Short-term borrowings 145,093 119,631
Provision for taxation, Other Short-term
provision 43,774 24,983
---------- ----------
1,778,844 2,797,005
---------- ----------
Total liabilities 1,990,731 2,827,841
Total equity and liabilities 4,652,845 4,455,137
========== ==========
.
PRO FORMA CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME
Year ended 31 December 2013
Notes Pro forma Pro forma
2013 2012
USD USD
Revenue 3,575,353 6,579,127
Cost of sales (92,802) (3,137,682)
------------ ------------
Gross profit 3,482,551 3,441,445
Other income 28,024 71,308
------------ ------------
3,510,575 3,512,753
Administrative expenses (4,937,609) (2,467,916)
------------ ------------
Operating (loss)/profit (1,427,034) 1,044,837
Interest receivable - 7,576
Interest payable (85,344) (26,086)
------------ ------------
(Loss)/profit before
taxation (1,512,378) 1,026,327
Income tax (expense)
/ Income 184,341 (74,330)
------------ ------------
(Loss)/profit after taxation
attributable to
owners of the Group (1,328,037) 951,997
Other comprehensive (expense)/income
(currency translation
differences) (190,557) 98,377
Total comprehensive income/(loss)
for the
financial year attributable
to owners of
the Group (1,518,594) 1,050,374
============ ============
Earnings/(loss) per share
attributable to
owners of the Group
Basic and diluted 4 (0.024) 0.016
============ ============
All amounts relate to
continuing activities.
PRO FORMA CONSOLIDATED STATEMENT OF CHANGES
IN EQUITY
For the year ended 31 December 2013
Pro forma Non distributable Distributable
Foreign
exchange
Shares
to Stated Merger translation Retained Total
be issued capital reserve reserve profits equity
Note USD USD USD USD USD USD
Balance at 31 December
2011 - - 2,042 206,189 368,691 576,922
Profit after
taxation - - - - 951,997 951,997
Other comprehensive
income
(currency translation
differences) - - - 98,377 - 98,377
---------- -------- -------- ------------ ------------ ------------
Total comprehensive
income for the
financial year - - - 98,377 951,997 1,050,374
---------- -------- -------- ------------ ------------ ------------
Balance at 31 December
2012 - - 2,042 304,566 1,320,688 1,627,296
--------
Profit after
taxation - - - - (1,328,037) (1,328,037)
Other comprehensive
income
(currency translation
differences) - - - (190,557) - (190,557)
Total comprehensive
income for the
financial year - - - (190,557) (1,328,037) 1,518,594
---------- -------- -------- ------------ ------------ ------------
Issuance of ordinary
shares - 3 - - - 3
Proceeds from shares
to be issued 2,553,409 - - - - 2,553,409
---------- -------- -------- ------------ ------------ ------------
Balance at 31 December
2013 2,553,409 3 2,042 114,009 (7,349) 2,662,114
---------- -------- -------- ------------ ------------ ------------
Foreign exchange translation reserve is a non-distributable reserve of the exchange differences arising from revenues and expenses of foreign operations translated at exchange rates ruling at the dates of the transactions. All exchange differences arising from translation are taken directly to other comprehensive income and accumulated in equity under the translation reserve.
Retained profits represent the cumulative value of the profits not distributed to shareholders, but retained to finance the future capital requirements of the Group.
PRO FORMA CONSOLIDATED STATEMENT OF CASH
FLOWS
Year ended 31 December 2013
Pro
Pro forma forma
2013 2012
USD USD
Cash flows from operating activities
(Loss)/profit for year before tax (1,512,379) 1,026,327
Adjustments for:
Amortisation - 5,426
Depreciation 40,823 35,429
(1,471,556) 1,067,182
------------- ----------
Movements in working capital:
Decrease/(increase) in trade and other
receivables (136,655) 645,334
Decrease in trade and other payables (1,060,372) (161,376)
------------- ----------
Cash (used in) / generated from operations (1,197,027) 483,958
Income tax received - 74,330
-------------
Net cash (used by)/generated by operating
activities (2,668,583)) 1,625,470
============= ==========
Cash flows from investing activities
Interest received - 7,576
Purchases of property, plant and equipment (112,358) (50,553)
Sale of wind energy projects 569,946 -
Investment in wind energy projects (1,335,479) (950,143)
------------- ----------
Net cash used in investing activities (877,891) (993,120)
Cash flows from financing activities
Proceeds from issuance of stated share
capital 3 -
Proceeds from allotment of ordinary
shares not issued 2,553,408 -
Financing lease 85,042 -
Loan 142,396 20,609
------------- ----------
Net cash generated from financing activities 2,780,849 20,609
Net increase/(decrease) in cash and cash
equivalents (765,625) 652,959
Cash and cash equivalents at the beginning
of the year 1,154,242 499,687
Exchange differences on cash and cash
equivalents (69,217) 1,596
------------- ----------
Cash and cash equivalents at the end
of the year 319,400 1,154,242
============= ==========
Notes to the financial information:
1. General information
Rame Energy plc (the "Company") was incorporated on the 26 February 2013, as the holding company for the operating group activities, and its registered office is at PO Box 207, 13-14 Esplanade, St Helier, Jersey, JEI 1BD. The nature of the Company's operations is to act as a holding company of operating subsidiaries. The Company includes the Operating Group as defined below.
Subsequent to the year end and to affect a group reorganisation pre IPO, on 31 January 2014, the Company acquired by way of a share for share exchange, the Seawind UK group and the Seawind Chile group.
The principal operating companies within the Seawind UK Group are Seawind International Ltd, Seawind Marine Ltd, and Seawind Marine Services Ltd, and under the Seawind Chile Group are Seawind Holdings, Ingeneria Seawind Sudamerica and Seawind Services SPA all of which are private companies limited by shares and incorporated under the UK Companies Act for the Seawind UK Group and under the Chile Companies Act for the Seawind Chile Group. For the purpose of reporting the activities of Rame Energy have been included in the Seawind UK Group segmentation.
The companies within the Seawind UK Group are domiciled in the UK and the companies in the Seawind Chile Group are domiciled in Chile.
2. Going concern
The Group's business activities, together with the factors likely to affect its future development and position, are set out in the Chief Executive Officer's Strategic Review. The Directors have considered the current liabilities of the Group as at 31 December 2013, the group's cash position after the successful admission to AIM, the value as well as the forecast cash flows for an 18 month period from the of these consolidated financial statements. The Directors also continue to monitor the cash flows from time to time including the short term and long term liquidity position. The Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. The Directors therefore consider it appropriate to prepare the financial statements on a going concern basis.
3. Basis of preparation
The consolidated financial information has been prepared using the accounting policies which are consistent with those adopted in the Part IV of the AIM Admission Document of Rame Energy plc dated 31 March 2014 as well as applying the following accounting policy in respect of the basis of consolidation as follows:
"Acquisition by Rame Energy plc of Seawind International Limited and Seawind Holdings
The company was incorporated on 26 February 2013 and entered into an agreement to acquire the entire issued and to be issued share capital of Seawind International Limited and Seawind Holdings on 31 January 2014. The acquisition was effected mainly by way of issue of shares.
In determining the appropriate accounting treatment for this transaction, the Directors considered IFRS 3 "Business Combinations" (Revised 2008). However, they concluded that this transaction fell outside the scope of IFRS 3 (Revised 2008) since the transaction described above represents a combination of entities under common control.
In accordance with IAS 8 "Accounting Policies, changes in accounting estimates and errors", in developing an appropriate accounting policy, the Directors have considered the pronouncements of other standard setting bodies and specifically looked to accounting principles generally accepted in the United Kingdom ("UK GAAP") for guidance (FRS 6 - Acquisitions and mergers) which does not conflict with IFRS and reflects the economic substance of the transaction.
Under UK GAAP, the assets and liabilities of all entities are recorded at book value, not fair value (although adjustments are made to achieve uniform accounting policies), intangible assets and contingent liabilities are recognised only to the extent that they were recognised by the legal acquirer in accordance within applicable IFRS, no goodwill is recognised, any expenses of the combination are written off immediately to the income statement and comparative amounts, if applicable, are restated as if the combination had taken place at the beginning of the earliest accounting period presented.
Therefore, although the Group reconstruction did not become unconditional until 31 January 2014, this pro forma consolidated non statutory financial information is presented as if the Group structure has always been in place, including the underlying activities of the Seawind UK Group and Seawind Chile Group. All entities had the same management as well as majority shareholders. As the Group reconstruction did not become unconditional until 31 January 2014, this consolidated financial information is non statutory and pro forma in nature. On this basis, the method of consolidation is not consistent with IAS 27 'Separate Financial Statements'."
The financial information is presented in US Dollars ("USD") unless otherwise stated, which is the currency of the primary economic environment in which the Group operates. All values are rounded to the nearest USD except where otherwise indicated. They have been prepared under the historical cost convention, except for financial instruments that have been measured at fair value through profit and loss.
The financial information set out in this announcement does not constitute audited financial statements for the year ended 31 December 2013. The financial information for the year ended 31 December 2013 is derived from those draft financial statements. The audit of the statutory accounts for the year ended 31 December 2013 is complete. The auditors have reported on the financial statements for the year ended 31 December 2013, they issued a qualified report:
"Basis for qualified opinion on non-statutory consolidated pro forma financial information
As detailed in note 1c to the non-statutory consolidated pro forma financial information, the method of combining this financial information is considered necessary to give a true and fair view of the underlying results of those entities that were owned by the group as at 31 March 2014, the date of listing on AIM. This presentation is not permitted by IAS 27 'Separate Financial Statements'."
The directors do not recommend the payment of a dividend.
The financial information set out in this announcement was approved and authorised for issue by the board of directors on 30 June 2014.
4. Accounting assumptions
In the application of the Group's accounting policies, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of the assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both the current and future periods.
The following are the critical judgements and estimations that the Directors have made in the process of applying the Group's accounting policies and that have the most significant effect on the amounts recognised in the financial statements:
Basis of preparation
The pro forma consolidated financial information of the Company have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union (IFRSs as adopted by the EU), issued by the International Financial Reporting Interpretations Committee ("IFRIC"). The pro forma consolidated financial statements have been prepared under the historical cost convention, as modified for any financial assets which are stated at fair value through profit or loss.
The individual financial information of each group entity is measured and presented in the currency of the primary economic environment in which the entity operates (its functional currency). The pro forma consolidated financial information of the Company is presented in US Dollars, which is the presentational currency for the pro-forma consolidated financial information. The functional currency of each of the group entities is the local currency of each individual entity.
The Directors consider that the most appropriate and understandable presentation of the consolidated non-statutory financial information at 31 December 2013 should include the company reorganisation on 31 January 2014 and the subsequent admission of its shares onto the AIM market as if it had occurred at 31 December 2013. Further details of the basis of consolidation and how the Directors have developed the most appropriate accounting policy are outlined in the basis of preparation policy within note 1.
Intangible Assets - Development costs
Costs capitalised as development wind intangibles represent the costs incurred in bringing individual wind farm projects to consented stage. Cost associated with reaching the consent stage include options over land rights, planning application costs and environment impact studies and related internal staff costs. These may be costs incurred directly or acquisition of a controlling interest in a project.
The point of capitalisation occurs following a site review by the Board, ensuring the key planning, construction and financing risks have been mitigated to a level where the Board considers it probable that the site will deliver future economic benefits. This includes demonstration of technical feasibility, intention to complete, availability of resources, how the asset will generate future economic benefits and the ability to reliably measure expenditure.
Development wind assets are not amortised until the asset is substantially complete and ready for its intended use. The asset is subjected to impairment testing on an annual basis until this time. At the point at which it is probable that the project under development will be constructed by the Operating Group based on management judgment when the project meets key criteria required for its successful development, including planning permission and grid access, the project is transferred to Assets in the course of construction.
Amortisation is over the expected useful life of the related operating asset, which is assessed when the preoject is completed, at the year end the Group did not have any intangible assets that were substantially complete and therefore no amortisation has been recognised. The asset is derecognised on disposal, or when no future economic benefits are expected from their use. The carrying value of development costs is reviewed for impairment annually when the asset is not yet in use or more frequently when an indication of impairment arises during the reporting year. Further information and the carrying value of these assets is disclosed in note 7.
5. Loss per ordinary share
The calculation for basic earnings per share for the relevant period is based on the profit after income tax attributable to equity holder for each of the years ended 31 December 2012 and 2013 are as follows:
Years ended 31 December
2013 2012
USD USD
(Loss) / profit attributable
to equity holders (1,518,594) 1,050,374
Weighted average number of
shares 63,831,176 63,831,176
(Loss) / earnings per share
(basic and diluted) (0.024) 0.016
------------- -----------
As set out in note 3, the financial information has been prepared on a pro forma consolidated basis due to the merger accounting rules as applied under FRS6. Accordingly, a pro forma earnings per share has been included based on the relevant number of shares in the Company following the Company reorganisation but prior to the issues of shares to raise new funds. This represents the number of shares issued by the company to effect the group restructuring described in note 3, a total of 63,831,174 shares have been issued to the historical shareholders and other historical funding prior to any new fund raising.
The earnings per share is calculated by dividing the profit attributable to equity holders of the Company by number of shares issued following the Company reorganisation.
The calculation of earnings per share is based on the following earnings and number of shares.
6. Stated capital account
2013 2012 2013 2012
Number of
Shares Number of Shares USD USD
Rame Energy plc issue
of Shares on incorporation 2 - 3 -
Total As At 31 December 2 - 3 -
------------ ----- ---------- ------
Shares to be issued 10,639,213 - 2,553,409 -
------------ ----- ---------- ------
10,639,213 - 2,553,409 -
------------ ----- ---------- ------
Merger reserve 2,042 2,042
---------- ------
2,042 2,042
---------- ------
The Company received $2.6 million for the subscription of new shares at $0.24 per share. These were allotted but not issued as of 31 December 2013, but were issued as part of a private share issuance that was completed on 11 February 2014 and 19 February 2014.
7. Intangible assets
As at 31 December
2013 2012
Development expenditure USD USD
At cost:
At 1 January 1,830,564 880,422
Addition during the financial
year 1,335,479 950,142
On disposal (569,946) -
---------- ----------
At 31 December 2,596,097 1,830,564
---------- ----------
Intangible assets represents the cost of developing the Company's wind farm projects in Chile. These costs include all costs from the initial resource assessment and monitoring, third party technical studies, permitting and costs associated with the obtaining access or control of the land a possible wind farm would be situated on. These amounts have not been amortised as the projects are not currently available for use.
The Company assesses at each reporting date whether there is an indication that an asset may be impaired. The Company determines impairments by evaluating on-going resources assessments to determine if they meet minimum resource levels, determine if there remains either clear land control or a pathway to the land control, and if no new permitting or environmental issues have made a site unviable. If any such indication exists, or when annual impairment testing for an asset is required, the Company makes an estimate of the asset's recoverable amount. An asset's recoverable amount is the higher of an asset's or cash-generating unit's fair value less costs to sell and its value in use and is determined for an individual asset unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. These assumptions are based on past experience and are reviewed as part of management's budgeting and strategic planning. The valuations indicated by the impairment review are in excess of the carrying value of the development expenditure as at 31 December 2013.
8. Events after the balance sheet date
On 31 January 2014, Rame Energy plc ("the Company") entered into a Shareholder Subscription and Restructuring Agreement pursuant to which the parties agreed to formally document their shareholdings and allotment of and subscription for shares in the Company, including providing for:
-- the transfer of all the Shares in Rame Energy Pte. Ltd. ("Rame Energy");
-- the transfer of all the Shares in Seawind Holding SP.A ("Seawind Holding") to the Company (or Rame Energy as its nominee);
-- the transfer of all the Shares in Seawind International Limited to the Company (or Rame Energy as its nominee); and
-- the transfer of all the Shares in Seawind International to the Company (or Rame Energy as its nominee) by James Wilson and Tim Adams.
On 7 February 2014, Pires Investments Plc, the Company, Rame Energy and Seawind Holding Sp.A entered into an Investment Agreement pursuant to which Pires subscribed for the Convertible Loan Notes totaling GBP410,000. The Convertible Loan Notes shall be issued in amounts and multiples of GBP1,000 and the principal amount is limited to GBP410,000 plus capitalised interest. Interest is payable on the Convertible Loan Notes at the rate of 10 per cent. (in case of default, 10.5 per cent.) per annum, with an interest holiday for the nine month period from issue (save that interest is payable on 31 October 2014 for that period on any Convertible Loan Notes then remaining in issue and not converted and thereafter accrued interest is payable on conversion of such notes).
On 11 February 2014, the Company raised USD 2.2 million from the issue of 9,116,666 Ordinary Shares and on 19 February 2014 the Company raised USD 1.5 million from the issue of 6,430,325 Ordinary Shares. Before 31 December 2013 the company had received $2,553,409 in relation to 10,639,213 of these Ordinary Shares and in return it issued share allotment certificates.
On 25 March 2014, Proyecto Raki SpA and Proyecto Huajache SpA (the "Project Companies"), currently owned 80 per cent. by Santander and 20 per cent. by Rame executed an EPC (turnkey) contract with Vestas Chile Turbinas Eolicas Limitada, for the supply, installation and construction of the wind farms, including foundations, electrical infrastructure, roads and laydown areas. The Project Companies entered into loan agreements for the debt package with Chilean bank Banco BICE.
As at 31 March 2014, excluding the fund raising listed below, the reorganised group had in issue 63,831,176 Ordinary Shares.
By notice dated 31 March 2014, Pires as holder of all the Convertible Loan Notes, has given notice to convert all the Convertible Notes into 3,037,037 Ordinary Shares (forming part of the Admission Shares) subject to Admission taking place within 14 days of the date of the notice and effective upon Admission.
On 31 March 2014, it was agreed that the Company would issue to Northland Capital Partners Limited ("Northland") warrants entitling Northland, conditional on Admission, to subscribe for such number of Ordinary Shares in the Company equivalent to one per cent. of the Enlarged Issued Share Capital. In order to satisfy this obligation, the Company has executed an instrument dated 31 March 2014 creating such warrants and issued such warrants to Northland. Such warrants give Northland the right, conditional on Admission, to subscribe ("Subscription Right") for shares in the Company at the Placing Price. The number of warrants issued to Northland on Admission will be 952,695.
On 31 March 2014, the Company entered into an agreement with Timothy Adams pursuant to which Timothy Adams agreed to convert a loan of GBP158,762 to the Company into 882,011 Ordinary Shares on Admission at the Placing Price.
On 31 March 2014, the Company entered into an agreement with Splendid Suns Holdings Limited pursuant to which Splendid Suns Holdings Limited agreed to convert a loan of GBP118,727 to the Company into 659,594 Ordinary Shares on Admission at the Placing Price.
On 31 March 2014, the Company entered into agreements with Amati Global Investors Limited where by it will invest GBP800,000 (USD 1.3 million) by way of a 5 year term convertible loan note.
On 31 March 2014, the Company filed an Admission document for to list its shares on the AIM Market raising GBP2.1 million from the issue of 7,222,223 Ordinary Shares.
On 13 June 2014, the Company signed a Heads of Terms with Santander Bank for the funding of 118MW.
On 17 June 2014, the Company agreed to acquire the entire issued share capital of Beco Energy Solutions a company incorporated in England and Wales. The company's principal activity is that of the design and installation of solar energy systems. Consideration for the acquisition was GBP150,000.
An estimate of the financial effect of the acquisition has not been included as the transaction is yet to be finalised. The transaction will close on 1 July 2014.
9. Annual General Meeting
The Annual General Meeting of Rame Energy plc will be held at the offices of Watson, Farley & Williams, will be held at 15 Appold Street, London, EC2A 2HB on the 28th day of July 2014 at 11.00 am.
The Annual Report and Accounts for the year ended 31 December 2013 will be sent to all shareholders today. The Annual Report and Accounts may also be viewed today on the Company's website at www.rame-energy.com.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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