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RM2 Rm2 International S.a.

8.50
0.00 (0.00%)
Last Updated: 01:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Rm2 International S.a. LSE:RM2 London Ordinary Share LU1914372336 ORD USD0.01 (DI)
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 8.50 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

RM2 International SA Interim Results (0815S)

19/09/2014 7:02am

UK Regulatory


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TIDMRM2

RNS Number : 0815S

RM2 International SA

19 September 2014

RM2 International S.A.

Interim Results

RM2 International S.A. ("RM2" or the "Company"), the vertically-integrated innovator in pallet development, manufacture, supply and management, is pleased to announce its unaudited results for the six months to 30 June 2014.

Financial Highlights

-- Successful AIM IPO in January 2014 raising gross proceeds of US$225 million (GBP137.2 million)

   --      Revenues for the first six months of 2014 of US$0.78 million (H1 2013: nil) 
   --      Loss after tax for the period of US$22.2 million (H1 2013: US$9.0 million) 
   --      Debt free with cash balances of US$115.5 million at 30 June 2014 

Operational Highlights

   --      Recurring revenues being generated from customers across a range of key industries 

-- Long-term, scalable contracts signed with some of the largest and most recognisable companies in their sectors

   --      Increase of manufacturing capacity proceeding on schedule 
   --      Management team strengthened further 

Ian Molson, Chairman of RM2, commented:

"The decisions made in early 2014 have begun to bear fruit as our production builds alongside demand for our products and solutions. We believe we have put in place the foundations for a business that can grow significantly."

John Walsh, Chief Executive Officer of RM2, commented:

"Recent contract wins for RM2 coincide with an increase in production at our new facility. I am confident in the scalability of these contracts and of both further contract wins and increasing customer demand."

For further information:

 
 RM2 International S.A.                     +44 (0)20 8820 1412 
 John Walsh, Chief Executive Officer 
  Jean-Francois Blouvac, Chief Financial 
  Officer 
  Ruari McGirr, Strategic Development 
  and Investor Relations 
 
 Cenkos Securities plc                      +44 (0)20 7397 8900 
 Neil McDonald 
  Alan Stewart 
 
 RBC Capital Markets                        +44 (0)20 7653 4000 
 Stephen Foss 
  Pierre Schreuder 
 
 Citigate Dewe Rogerson                     +44 (0)20 7638 9571 
 Simon Rigby 
  Kevin Smith 
  Shelly Chadda 
 

Notes to Editors

RM2 International S.A. specialises in pallet development, manufacture, supply and management to establish a leading presence in global pallet supply and improve the supply chain of manufacturing and distribution businesses through the effective and efficient use and management of composite pallets. It is quoted on the AIM market of the London Stock Exchange under the symbol RM2.L.

For further information, please visit www.rm2.com

Chairman's and CEO's Statement

We are pleased to present the unaudited interim results for the six months to 30 June 2014.

Operational Review

The Company has begun generating recurring revenues from blue chip customers across a range of key industries. The first of these have now signed long-term, scalable contracts. These customers include some of the largest and most recognisable companies in their sectors. Our continued engagement with an increasing pool of potential customers gives us confidence that we can convert those relationships into further contract wins over the next three months. These closed loop systems are generating significantly greater velocities than previously anticipated.

The Company announced in May that it had entered into a lease for a new, larger, 265,000 square foot production facility in Ontario, Canada. This move was successfully completed on 1 July and the plan for the installation and increase of manufacturing capacity is proceeding on schedule. The new facility is being utilised for pultrusion, fabrication and assembly of BLOCKPal(TM) pallets and has capacity for approximately four million BLOCKPal(TM) pallets per year. We expect this capacity to be reached by the end of the current year, with a total of 32 pultrusion machines and four automated assembly lines expected to be installed and operating in the facility. The Company will install further automated assembly assets at additional, strategic locations for delivery to RM2's customers in North America and Europe.

As previously announced, pallet production in the first half of the year was seriously impacted by the transfer to the new production facility and therefore pallet production for the year as a whole will be considerably lower than anticipated at the time of the IPO.

During the period under review, the Company has made significant advances in the development of the standard BLOCKPal(TM) pallet (48" x 40"), successfully modifying the design to both increase its expected life and reduce its weight to below 50 lbs, with consequent efficiencies for the Company and its customers.

The Company completed its successful AIM IPO in January 2014 raising gross proceeds of $225 million (GBP137.2 million) to expand its production capacity and to fund the production of pallets for rental and sale. A total of $71 million of the IPO proceeds was used to repay certain funding arrangements and to retire warrants, leaving the Company in a debt free position. At 30 June 2014, the Company remains debt-free with cash balances of $115.5 million.

People & Systems

Our overall workforce has expanded significantly during the period in support of our growth strategy and our total staff numbers now exceed 320 across Canada, the US, the UK and Switzerland.

We have also strengthened our senior management team with the appointment of Bill Sanders as Chief Operating Officer and Jean-François (Jeff) Blouvac as Chief Financial Officer.

Bill has more than 27 years of experience in operations and supply chain leadership, having served most recently as vice president and general manager for Ingram Micro Inc, a Fortune 100 company and the world's largest technology distributor and supply chain service provider, and having held senior management positions at Kuehne + Nagel International AG and DHL Supply Chain, a division of Deutsche Post DHL.

Jeff worked for L'Oreal Group, one of the world's leading fast moving consumer goods companies, since 1996 holding a number of senior finance and management roles and most recently serving as Chief Financial Officer of L'Oreal Suisse, responsible for all Swiss market operations and overseeing a turnover of EUR250m.

Financial Results

The Company recorded revenues for the first six months of 2014 of US$0.78m (H1 2013: nil) and a loss after tax for the period of US$22.2 million (H1 2013: US$9.0 million).

Cash balances were US$115.5 million at 30 June 2014 (30 June 2013: US$3.9 million).

Total equity attributable to the ordinary shareholders of the Group at 30 June 2014 was US$147.0 million, increased from US$7.5 million at 30 June 2013.

Outlook

Following recent contract wins RM2 now has positive momentum throughout the business. We have a world class manufacturing facility and management team. We now have increasing production and capacity and recurring revenues. Working in partnership with our customers, we are able to reduce costs and solve operating problems in critical parts of their logistics chains. The successful penetration of several key industry sectors gives us confidence as to the future large scale deployment of our assets.

Ian Molson, Chairman and John Walsh, Chief Executive Officer

RM2 International S.A.

Unaudited Consolidated Interim financial statements

For the six months ended 30 June 2014

 
                                                    Six months         Six months             Year to 
                                                    to 30 June         to 30 June         31 December 
                                                          2014               2013                2013 
                                          Notes      Unaudited          Unaudited             Audited 
                                                           USD                USD                 USD 
 Continuing operations 
 Revenue                                               781,431                  -             104,204 
 Cost of sales                                     (2,129,306)                  -            (47,755) 
                                                 -------------  -----------------  ------------------ 
 Gross profit                                      (1,347,875)                  -              56,449 
 
 Selling and distribution expenses                 (1,632,354)          (410,588)           (837,158) 
 Administrative expenses                          (17,663,838)        (5,338,413)        (32,692,224) 
 Other operating expenses                            (758,708)          (571,477)         (2,295,949) 
 Other operating income                                 93,874            297,279           1,106,294 
                                                 -------------  -----------------  ------------------ 
 Operating loss                                   (21,308,901)        (6,023,199)        (34,662,588) 
 
 Impairment of financial asset                               -                  -                   - 
 Finance costs                                     (1,143,630)        (3,268,635)        (48,600,900) 
 Finance income                                        311,238            373,147           6,063,312 
                                                 -------------  -----------------  ------------------ 
 Loss before tax                                  (22,141,293)        (8,918,687)        (77,200,176) 
 
 Income tax                                           (93,218)           (37,639)            (72,768) 
                                                 -------------  -----------------  ------------------ 
 Loss for the period                              (22,234,511)   i.1. (8,956,326)   i.2. (77,272,944) 
                                                 =============  =================  ================== 
 
 Other comprehensive income 
 Other comprehensive income to 
  be reclassified in profit or 
  loss in subsequent periods: 
                                                 -------------  -----------------  ------------------ 
 Exchange difference on translation 
  of foreign operations                                721,780            368,399             251,078 
                                                 -------------  -----------------  ------------------ 
 Other comprehensive income for 
  the year, net of tax                                 721,780            368,399             251,078 
 
 Total comprehensive income for 
  the year                                        (21,512,731)        (8,587,927)        (77,021,866) 
                                                 =============  =================  ================== 
 
 Loss for the year attributable 
  to: 
 Equity holders of the parent                     (22,234,511)        (8,955,789)        (77,270,973) 
 Non-controlling interests                                   -              (537)             (1,971) 
                                                 -------------  -----------------  ------------------ 
                                                  (22,234,511)        (8,956,326)        (77,272,944) 
                                                 =============  =================  ================== 
 
 Total comprehensive income for 
  the year attributable to: 
 Equity holders of the parent                     (21,512,731)        (8,587,390)        (77,019,895) 
 Non-controlling interests                                   -              (537)             (1,971) 
                                                 -------------  -----------------  ------------------ 
                                                  (21,512,731)        (8,587,927)        (77,021,866) 
                                                 =============  =================  ================== 
 
 Losses per share 
 Basic losses per share attributable 
  to ordinary equity holders of 
  the parent                                9           (0.07)             (0.07)              (0.62) 
 Diluted losses per share attributable 
  to ordinary equity holders of 
  the parent                                9           (0.07)             (0.07)              (0.62) 
                                                 =============  =================  ================== 
 
 
                                                                 30 June     31 December 
                                             30 June 2014           2013            2013 
                                   Notes        Unaudited      Unaudited         Audited 
                                                      USD            USD             USD 
 Assets 
 Non-current assets 
 Property, plant & equipment         4         22,971,319     11,437,157      13,985,494 
 Investment property                 5          1,572,263      1,524,544       1,596,847 
 Intangible assets                   6          4,569,210         41,572       3,751,584 
 Other non-current financial 
  assets                                                -         60,240               - 
                                          --------------- 
                                               29,112,792     13,063,513      19,333,925 
 
 Current assets 
 Inventories                                    3,945,946              -       1,524,792 
 Trade and other receivables                    3,642,582      3,361,192       1,706,754 
 Other current financial assets                    81,850        548,576          65,979 
 Prepayments                                      634,901        304,480         452,873 
 Cash and cash equivalents                    115,549,118      3,946,779       4,215,344 
                                          ---------------  -------------  -------------- 
                                              123,854,397      8,161,027       7,965,742 
 
 Total assets                                 152,967,189     21,224,540      27,299,667 
                                          ===============  =============  ============== 
 
 Equity and liabilities 
 Equity 
 Issued capital                      8          3,217,772     55,287,000       1,561,828 
 Share premium                       8        219,357,851        693,356      31,134,458 
 Retained earnings                           (92,630,301)   (51,225,146)   (100,836,892) 
 Share based payment reserve                   16,343,324              -      15,743,333 
 Foreign currency translation 
  reserve                                         749,695        145,236          27,915 
 Warrant reserve                                        -      2,500,000               - 
                                          --------------- 
 Equity attributable to equity 
  holders of the parent                       147,038,341      7,400,446    (52,369,358) 
 Non-controlling interests                              -         69,627               - 
                                          ---------------  -------------  -------------- 
 Total equity                                 147,038,341      7,470,073    (52,369,358) 
 
 Non-current liabilities 
 Interest bearing loans and 
  borrowings                         7          2,338,804      3,746,888       2,371,080 
 Deferred tax liabilities                         556,192              -         534,523 
                                          --------------- 
                                                2,894,996      3,746,888       2,905,603 
 
 Current liabilities 
 Interest bearing loans and 
  borrowings                         7             84,657      6,224,678      31,230,713 
 Trade and other payables                       2,654,073        663,914      44,587,313 
 Deferred income                                   16,857              -           4,072 
 Current tax liabilities                          278,265        291,420         941,324 
 Derivative warrant liability                           -      2,827,567               - 
                                          --------------- 
                                                3,033,852     10,007,579      76,763,422 
 
 Total liabilities                              5,928,848     13,754,467      79,669,025 
 
 Total equity and liabilities                 152,967,189     21,224,540      27,299,667 
                                          ===============  =============  ============== 
 

Consolidated statement of changes in equity

 
                                                                                 Attributable to equity holders of the parent 
                                                                                          Foreign            Warrant 
                                                                                          currency           reserve     Share based 
                                                                    Retained            translation                         payment                      Non-controlling 
                               Share capital     Share premium       earnings             reserve                           reserve         Total           interests       Total equity 
                                    USD               USD              USD                  USD                USD           USD             USD               USD              USD 
 As at 31 December 2012 
  (audited)                         55,287,000         693,356      (42,269,357)               (223,163)                            -       13,487,836            70,164       13,558,000 
===========================  =================  ==============  ================  ======================  ============  =============  ===============  ================  =============== 
 
 Loss for the period                         -               -       (8,955,789)                       -                            -      (8,955,789)             (537)      (8,956,326) 
 Other comprehensive income                  -               -                 -                 368,399                            -          368,399                 -          368,399 
---------------------------  -----------------  --------------  ----------------  ----------------------  ------------  -------------  ---------------  ----------------  --------------- 
 Total comprehensive income                  -               -       (8,955,789)                 368,399                                   (8,587,390)             (537)      (8,587,927) 
 
 Issue of warrants                                                                                           2,500,000                       2,500,000                 -        2,500,000 
 Transaction with owners                     -               -                 -                       -     2,500,000              -        2,500,000                 -        2,500,000 
 
 As at 30 June 2013 
  (unaudited)                       55,287,000         693,356      (51,225,146)                 145,236     2,500,000              -        7,400,446            69,627        7,470,073 
===========================  =================  ==============  ================  ======================  ============  =============  ===============  ================  =============== 
 
 Loss for the period                         -               -      (68,315,184)                       -                            -     (68,315,184)           (1,434)     (68,316,618) 
 Other comprehensive income                  -               -                 -               (117,321)                            -        (117,321)                 -        (117,321) 
---------------------------  -----------------  --------------  ----------------  ----------------------  ------------  -------------  ---------------  ----------------  --------------- 
 Total comprehensive income                  -               -      (68,315,184)               (117,321)                            -     (68,432,505)           (1,434)     (68,433,939) 
 
 Cancellation of warrant                     -               -                 -                       -   (2,500,000)              -      (2,500,000)                 -      (2,500,000) 
 Absorption of losses              (4,919,270)               -         4,919,270                       -             -              -                -                 -                - 
 Decrease in par value 
  of shares issued                (44,225,217)      44,225,217                 -                       -             -              -                -                 -                - 
 Losses transferred to 
  share premium                              -    (13,784,115)        13,784,115                       -             -              -                -                 -                - 
 Acquisition of 
  non-controlling 
  interests                                  -               -                 -                       -             -              -                -          (68,193)         (68,193) 
 Purchase and cancellation 
  of own shares                    (5,036,773)               -                 -                       -             -              -      (5,036,773)                 -      (5,036,773) 
 Shares issued in the 
  period                               456,088               -                 -                       -             -              -          456,088                 -          456,088 
 Share based payments                        -               -                 -                       -             -     15,743,333       15,743,333                 -       15,743,333 
 
   Transaction with owners        (53,725,172)      30,441,102        18,703,385                       -             -     15,743,333        8,662,648          (68,193)        8,594,455 
  i.1. Other movements                       -               -                53                       -             -              -               53                 -               53 
 
   As at 31 December 2013 
   (audited)                         1,561,828      31,134,458     (100,836,892)                  27,915             -     15,743,333     (52,369,358)                 -     (52,369,358) 
===========================  =================  ==============  ================  ======================  ============  =============  ===============  ================  =============== 
 
 
 Loss for the year                           -               -      (22,234,511)                       -             -              -     (22,234,511)                 -     (22,234,511) 
 Other comprehensive income                  -               -                 -                 721,780             -              -          721,780                 -          721,780 
---------------------------  -----------------  --------------  ----------------  ----------------------  ------------  -------------  ---------------  ----------------  --------------- 
 Total comprehensive income                  -               -      (22,234,511)                 721,780                            -     (21,512,731)                 -     (21,512,731) 
 
 Absorption of losses                             (30,441,102)        30,441,102                       -             -              -                -                 -                - 
 Shares issued in the 
  period                             1,655,944     223,097,977                 -                       -             -              -      224,753,921                 -      224,753,921 
 Transaction costs on 
  capital operations                               (4,433,482)                 -                       -             -              -      (4,433,482)                        (4,433,482) 
 Share based payments                        -               -                 -                       -             -        599,991          599,991                 -          599,991 
 Transaction with owners             1,655,944     188,223,393        30,441,102                       -             -        599,991      220,920,430                 -      220,920,430 
 
   As at 30 June 2014 
   (unaudited)                       3,217,772     219,357,851      (92,630,301)                 749,695             -     16,343,324      147,038,341                 -      147,038,341 
===========================  =================  ==============  ================  ======================  ============  =============  ===============  ================  =============== 
 
 
 
                                                      Six months    Six months      Year ended 
                                                      to 30 June    to 30 June     31 December 
                                                            2014          2013            2013 
                                            Notes      Unaudited     Unaudited         Audited 
 Cash flows from operating activities                        USD           USD             USD 
 Loss before tax                                    (22,141,293)   (8,918,687)    (77,200,176) 
 
 Adjustment to reconcile profit 
  before tax to net cash flows 
 Impairment of financial assets                                              -               - 
 Amortisation and depreciation 
  of non-current assets                                  751,217       326,311         578,516 
 Provision for inventory obsolescence                          -       354,581     (1,447,797) 
 Share based charges                                     599,991             -      15,743,333 
 Transaction costs on capital 
  operations, including IPO                            4,570,385             -       1,701,995 
 Finance income                                        (311,328)     (366,107)     (6,063,312) 
 Finance expenses                                        528,487     2,894,762      48,600,900 
 Unrealised foreign exchange gains                     1,217,084       357,281       (277,824) 
 Net loss/(gain) on disposal of 
  PPE and intangible assets                               79,130             -       (737,000) 
 
 Variation in working capital 
 (Increase)/decrease in inventories                  (2,421,154)     (354,581)        (76,995) 
 (Increase)/decrease in trade 
  and other receivables                              (2,117,850)       577,968         560,484 
 (Decrease)/Increase in trade 
  and other payables                                 (2,548,010)     (274,495)       3,593,681 
 
 Income tax paid                                       (137,270)      (13,988)          54,584 
 
 Net cash flows from operating 
  activities                                        (21,930,611)   (5,416,955)    (14,969,611) 
 
 Cash flows from investing activities 
 Net purchase of from intangible 
  assets                                               (851,788)       (3,540)               - 
 Net purchase of from other PPE                      (9,662,972)   (2,467,480)     (4,268,631) 
 Loans granted to third parties                         (15,872)             -       5,482,755 
 Repayment of loan notes                                             4,941,128 
 Acquisition of a subsidiary, 
  net of cash acquired                                         -             -     (3,253,708) 
 
 Finance Income                                          311,328       366,107         336,958 
 Dividend received from investment                                           -           2,302 
                                                   -------------  ------------  -------------- 
 Net cash flows from investing 
  activities                                        (10,219,304)     2,836,215     (1,700,324) 
 
 Cash flows from financing activities 
 Issuance of capital                          8      224,753,921             -         456,088 
 Transaction costs on capital 
  operations, charged against share 
  premium account.                            8      (4,433,482)             -               - 
 Acquisition of non-controlling 
  interests                                                    -             -        (68,193) 
 Transaction costs on capital 
  operations, including IPO                          (4,570,385)             -     (1,701,995) 
 Proceeds from other and related 
  party borrowings                                        21,436     6,232,160      24,700,000 
 Repayment of other and related 
  party borrowings                                  (31,169,009)             -     (2,779,302) 
 Transaction costs on issue of 
  new borrowings                                               -     (500,000)       (500,000) 
 
 Finance Costs                                      (41,143,630)      (32,705)        (71.154) 
 
 Net cash flows from financing 
  activities                                         143,458,851     5,699,455      20,035,444 
 
 Net change in cash and cash equivalents             111,308,936     3,118,715       3,365,509 
                                                   =============  ============  ============== 
 
 Increase/decrease in cash and 
  cash equivalents                                   111,308,936     3,118,715       3,365,509 
 Cash and cash equivalents at 
  1 January                                            4,193,136       864,209         864,209 
 Exchange adjustment of cash and 
  cash equivalents                                        47,046      (37,582)        (36,582) 
                                                   -------------  ------------  -------------- 
 Cash and cash equivalents at 
  end of period                                      115,549,118     3,945,342       4,193,136 
                                                   =============  ============  ============== 
 
   1     Corporate information 

RM2 International S.A. (the "Company") is a limited company incorporated and domiciled in Luxembourg with the registration number B132.740. The registered office is located at Rue de la Chapelle 5, L1235 Luxembourg. The Company is the ultimate parent entity of the RM2 Group (the "Group").

The Group is principally engaged in developing, leasing and selling shipping pallets and in providing related logistical services..

The unaudited interim consolidated financial statements do not constitute statutory accounts as defined in Section 404 of the Companies Act 2006.

   2     Basis of preparation 

The unaudited interim consolidated financial information for the six months ended 30 June 2014 has been prepared following the recognition and measurement principles of IFRS as adopted by the European Union. The interim consolidated financial information does not include all the information and disclosures required in the annual financial information, and should be read in conjunction with the Group's historical financial information for the year ended 31 December 2013.

The accounting policies and basis of preparation adopted are consistent with those followed in the preparation of the Group's historical financial information for the year ended 31 December 2013. None of the newly applicable IFRS standards and amendments had an impact on the Group's interim consolidated financial statements.

Early adopted standards

The Group did not early adopt any new or amended standards and does not plan to early adopt any of the standards issued but not yet effective.

   3     Significant accounting judgements, estimates and assumptions 

When preparing the interim consolidated financial information, Management undertakes a number of judgements, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. The actual results may differ from the judgements, estimates and assumptions made by Management, and will seldom equal the estimated results.

The judgements, estimates and assumptions applied in the interim consolidated financial information, including the key sources of estimation uncertainty, were the same as those applied in the Group's historical financial information for the years ended 31 December 2013.

   4     Property, plant and equipment 
 
                                     Land & Building    Plant &     Construction        Total 
                                                        Equipment    in progress 
                                           USD            USD           USD               USD 
 Cost 
 As at 1 January 2013 (audited)            1,860,421    6,574,950      5,336,483   13,771,854 
 Additions                                     7,607    2,459,873              -    2,467,480 
 Transfer                                          -    1,701,838    (1,701,838)            - 
 Exchange differences                       (62,710)    (213,157)       (97,182)    (373,049) 
                                    ----------------  -----------  -------------  ----------- 
 As at 30 June 2013 (unaudited)            1,805,318   10,523,504      3,537,463   15,866,285 
 Additions                                    33,345    3,396,546              -    3,429,891 
 Disposals                                         -    (891,740)              -    (891,740) 
 Other / transfers                                 -     (22,278)         22,278            - 
 Acquired through business 
  combinations (note 5)                            -      233,650              -      233,650 
 Exchange differences                        104,006        4,188       (22,278)       85,916 
                                    ----------------  -----------  -------------  ----------- 
 As at 31 December 2013 (audited)          1,942,669   13,243,870      3,537,463   18,724,002 
 
 
 
 Additions                                         -    9,662,972              -    9,662,972 
 Disposals                                 (136,068)            -              -    (136,068) 
 Other / transfers                             3,433      (3,433)              -            - 
 Exchange differences                        (3,964)     (29,943)              -     (33,907) 
                                    ----------------  -----------  -------------  ----------- 
 As at 30 June 2014 (unaudited)            1,806,070   22,873,466      3,537,463   28,216,999 
                                    ================  ===========  =============  =========== 
 
 
 Depreciation and impairment 
 As at 1 January 2013 (audited)               92,039      530,712      3,537,463    4,160,214 
 Depreciation charge for 
  the period                                  23,565      281,043              -      304,608 
 Exchange differences                        (3,338)     (32,356)              -     (35,694) 
                                    ----------------  -----------  -------------  ----------- 
 As at 30 June 2013 (unaudited)              112,266      779,399      3,537,463    4,429,128 
 Depreciation charge for 
  the period                                  59,936      137,531              -      197,467 
 Acquired through business 
  combinations                                     -       96,643              -       96,643 
 Exchange differences                          6,072        9,198              -       15,270 
                                    ----------------  -----------  -------------  ----------- 
 As at 31 December 2013 (audited)            178,274    1,022,771      3,537,463    4,738,508 
 Depreciation charge for 
  the period                                  36,173      513,672              -      549,845 
 Disposals                                  (56,938)            -              -     (59,938) 
 Other / transfers                               572        (572)              -            - 
 Exchange differences                           (47)     (14,312)              -     (14,359) 
                                    ----------------  -----------  -------------  ----------- 
 As at 30 June 2014 (unaudited)              158,033    1,550,184      3,537,463    5,245,680 
                                    ================  ===========  =============  =========== 
 
 Net book value 
 As at 30 June 2014 (unaudited)            1,164,037   21,323,282              -   22,971,319 
                                    ================  ===========  =============  =========== 
 As at 31 December 2013 (audited)          1,764,395   12,221,099              -   13,985,494 
                                    ================  ===========  =============  =========== 
 As at 30 June 2013 (unaudited)            1,693,052    9,744,105              -   11,437,157 
                                    ================  ===========  =============  =========== 
 As at 31 December 2012 (audited)          1,768,382    6,044,238      1,799,020    9,611,640 
 
 
   5     Investment property 
 
                                       Investment 
                                        properties 
                                           USD 
 Cost 
 As at 1 January 2013 (audited)          1,681,110 
 Exchange differences                     (54,929) 
                                      ------------ 
 As at 30 June 2013 (unaudited)          1,626,181 
 Exchange differences                      100,142 
                                      ------------ 
 As at 31 December 2013 (audited)        1,726,323 
 Exchange differences                      (3,294) 
                                      ------------ 
 As at 30 June 2014 (unaudited)          1,723,029 
                                      ============ 
 
 
 Depreciation and impairment 
 As at 1 January 2013 (audited)             84,056 
 Depreciation charge for the period         20,503 
 Exchange differences                      (2,922) 
                                      ------------ 
 As at 30 June 2013 (unaudited)            101,637 
 Depreciation charge for the period         20,905 
 Exchange differences                        6,934 
                                      ------------ 
 As at 31 December 2013 (audited)          129,476 
 Depreciation charge for the period         21,543 
 Exchange differences                        (253) 
                                      ------------ 
 As at 30 June 2014 (unaudited)            150,766 
 
 Net book value 
 As at 30 June 2014 (unaudited)          1,572,263 
                                      ============ 
 As at 31 December 2013 (audited)        1,596,847 
                                      ============ 
 As at 30 June 2013 (unaudited)          1,524,544 
                                      ============ 
 As at 31 December 2012 (audited)        1,597,054 
                                      ============ 
 
 
   6     Intangible assets 
 
                                Software     Trade       Customer        Acquired     Goodwill      Total 
                                             names     relationships     licences 
                                                                        and similar 
                                                                        intangible 
                                                                          assets 
                                   USD        USD          USD             USD           USD         USD 
 Cost 
 As at 1 January 2013 
  (audited)                             -         -                -         47,033           -      47,033 
 Additions                              -         -                -              -           -           - 
                               ----------  --------  ---------------  -------------  ----------  ---------- 
 As at 30 June 2013 
  (unaudited)                           -         -                -         47,033           -      47,033 
 Additions                              -         -                -              -           -           - 
 Acquired on business 
  combination                   1,964,184   163,682          491,046              -   1,150,189   3,769,101 
 Exchange differences                   -         -                -              -    (19,317)    (19,317) 
                               ----------  --------  ---------------  -------------  ----------  ---------- 
 As at 31 December 
  2013 (audited)                1,964,184   163,682          491,046         47,033   1,130,872   3,796,817 
 Additions                        851,789         -                -              -                 851,789 
 Exchange differences              80,109     6,675           20,027              -      46,122     152,933 
                               ----------  --------  ---------------  -------------  ----------  ---------- 
 As At 30 June 2014 
  (unaudited)                   2,896,082   170,357          511,073         47,033   1,176,994   4,801,539 
                               ==========  ========  ===============  =============  ==========  ========== 
 
 
 Depreciation and impairment 
 As at 1 January 2013 
  (audited)                             -         -                -          7,800           -       7,800 
 Depreciation charge 
  for the period                        -         -                -        (2,339)           -     (2,339) 
                               ----------  --------  ---------------  -------------  ----------  ---------- 
 As at 30 June 2013 
  (unaudited)                           -         -                -          5,461           -       5,461 
 Impairment in the 
  period                                -         -                -         35,033           -      35,033 
 Depreciation charge 
  for the period                        -         -                -          4,739           -       4,739 
                               ----------  --------  ---------------  -------------  ----------  ---------- 
 As at 31 December 
  2013 (audited)                        -         -                -         45,233           -      45,233 
 Depreciation charge 
  for the period                  133,973    11,164           33,493          1,200           -     179,830 
 Exchange differences               5,449       455            1,362              -           -       7,266 
                               ----------  --------  ---------------  -------------  ----------  ---------- 
 As at 30 June 2014 
  (unaudited)                     139,422    11,619           34,855         46,433           -     232,329 
                               ==========  ========  ===============  =============  ==========  ========== 
 
 Net book value 
 
 As at 30 June 2014 
  (unaudited)                   2,756,660   158,738          476,218            600   1,176,994   4,569,210 
                               ==========  ========  ===============  =============  ==========  ========== 
 As at 31 December 
  2013 (audited)                1,964,184   163,682          491,046          1,800   1,130,872   3,751,584 
                               ==========  ========  ===============  =============  ==========  ========== 
 As at 30 June 2013 
  (unaudited)                           -         -                -         41,572           -      41,572 
                               ==========  ========  ===============  =============  ==========  ========== 
 As at 31 December 
  2012 (audited)                        -         -                -         39,233           -      39,233 
 
 
   7     Interest-bearing loans and borrowings 
 
 
                                        Effective     Maturity      As at 30        As at      As at 31December 
                                         interest        date       June 2014      30 June           2013 
                                           rate                     Unaudited        2013           Audited 
                                                                       USD        Unaudited           USD 
                                                                                     USD 
 
 Non-current interest-bearing 
  loans and borrowings 
 
                                                     30 November 
 CHF 2,100,000 Bank loan                      2.4%          2015     2,328,583     2,171,219          2,361,142 
 (The loan is secured by 
  a mortgage on the building 
  held by the Group in Switzerland.) 
 Due to Mafic SA                                                             -     1,575,669                  - 
 
 Hire purchase liabilities 
  in excess of one year                                                 10,221             -              9,938 
 
 Total non-current interest-bearing 
  loans and borrowings                                               2,338,804     3,746,888          2,371,080 
                                                                  ============  ============  ================= 
 
 Current interest-bearing 
  loans and borrowings 
 Bank overdraft                           Variable     On-demand        53,996        54,394             22,208 
 Shareholder current account                    0%     On-demand             -     2,439,462              8,550 
                                          10% plus 
                                            25% on 
 Shareholder loans                       repayment                           -             -          5,926,532 
                                          10% plus 
                                            25% on 
 JKD Capital                             repayment                           -     3,730,822         13,385,105 
                                          10% plus 
 CVI CVF 11 Lux Securities                  25% on 
  Trading S. à r. l.                repayment                           -             -         11,853,539 
 Hire purchase liabilities 
  in excess of one year                                                 30,661             -             34,779 
                                                                  ------------ 
 Total current interest-bearing 
  loans and borrowings                                                  84,657     6,224,678         31,230,713 
                                                                  ============  ============  ================= 
 
 Total interest-bearing 
  loans and borrowings                                               2,423,461     9,971,566         33,601,793 
                                                                  ============  ============  ================= 
 
 
   8     Share capital and reserves 

2013

On 11 October 2013, the Company's issued share capital was reorganised. The Company's share capital was decreased by USD 9,956,043 (to reflect absorption of historic losses and reimbursement in kind to shareholders consisting of all the shares held by the Company in Basalt Holding S. à r. l.).

Linked to such decrease in issued share capital, the ordinary shares designated as Class J ordinary shares were cancelled. This took the Company's total issued share capital to USD 45,330,956, consisting of 110,574,000 ordinary shares of USD 0.45 each.

Immediately following this, the nominal value of the ordinary shares was reduced from USD 0.45 to USD 0.01.

Following such reorganisation, the Company's issued share capital was USD 1,105,740, consisting of 110,574,000 ordinary shares of USD 0.01 each.

On 6 November 2013, the Company issued an additional 22,275,000 ordinary shares taking the Company's total issued share capital to 132,849,000 ordinary shares of USD 0.01 each.

On 14 November 2013, the Company's shareholders resolved to reorganise the Company's share capital such that, with effect from the completion of the listing of the Company's shares on the AIM Market of the London Stock Exchange ("AIM"), each of the classes of ordinary share designated as Class A-I be converted into a single class of ordinary share, being the Ordinary Shares.

On 26 November 2013, 11,025,000 Ordinary Shares were issued to certain founders of the Company, taking the Company's total issued share capital to 143,874,000 Ordinary Shares.

On 3 December 2013, 12,308,775 restricted shares were granted to certain Directors, taking the Company's total issued share capital to 156,182,775 Ordinary Shares.

The restricted shares are issued with performance criteria described below (the 'Performance Conditions'). The Performance Conditions are linked to the volume weighted average quoted price of the Ordinary Shares (the "Average Price") for a consecutive 30 day period (the "Relevant Period"). If the Average Price is 50 per cent higher than GBP0.88 (the "Placing Price"), i.e., the price at which the Ordinary Shares were offered to investors in the Initial Public Offering and listing of the shares on AIM (the "IPO"), for the Relevant Period, the Performance Condition in respect of one-third of the restricted shares shall be fulfilled. If the Average Price is 75 per cent higher than the Placing Price for the Relevant Period, the Performance Condition in respect of a further one-third of the restricted shares shall be fulfilled. If the Average Price is 100 per cent higher than the Placing Price for the Relevant Period, the Performance Condition in respect of the final third of the restricted shares shall be fulfilled. If any Performance Conditions are not fully satisfied by 19 November 2023, the Director shall transfer any of his remaining restricted shares to the Company at a purchase price equal to the nominal value of the restricted shares, being USD 0.01 each.

The holders of the restricted shares cannot sell, transfer, mortgage, charge, encumber or otherwise dispose of any of the restricted shares as long as the Performance Conditions are not fully satisfied. These restricted shares are considered by Management as share-based payments and Performance Conditions as market vesting conditions.

2014

On 6 January 2014 the Company completed the IPO issuing, 155,903,548 shares at GBP0.88 on AIM and receiving net proceeds, after payment of fees of USD 215,750,054. Following repayment of USD72,312,639 of development loans, the Company's balance sheet was free of debt (other than the mortgage on the office building in Switzerland) and retained USD143,437,415 to finance capital expenditure, production of inventory and overheads. The premium arising on the newly issued IPO shares has been taken to the Share Premium Account.

On 6 January 2014 the Company issued 4,157,428 Ordinary Shares at par to the holders of the loans in satisfaction of the loan agreement.

On 24 January 2014, 2,316,405 restricted shares were granted to certain Directors having the same Performance Conditions described above.

On 3 April 2014, 900,000 restricted shares were granted to certain employees subject to certain vesting conditions.

On 17 June 2014, 2,317,000 restricted shares were granted to certain employees, 1,000,000 of which were subject to the Performance Conditions, and 1,317,000 of which were subject to certain vesting conditions.

Following such issuances, the Company had 321,777,156 Ordinary Shares issued and outstanding.

Ordinary shares issued and fully paid

 
                                                                      Shares            USD    Par value 
                                                                                               per share 
 
 At 1 January 2013 (audited)                                     122,860,000     55,287,000     USD 0.45 
                                                               -------------  -------------  ----------- 
 
 At 30 June 2013 (unaudited)                                     122,860,000     55,287,000     USD 0.45 
                                                               -------------  -------------  ----------- 
 
 Capital restructuring of 
  11 October 2013 
 
   *    Decrease in share capital by absorption of losses                  -    (4,919,270) 
 
   *    Acquisition and cancellation of own shares (Class J 
        shares)                                                 (12,286,000)    (5,036,773) 
 
   *    Capital reduction by decrease of par value of shares               -   (44,225,217) 
                                                               -------------  -------------  ----------- 
                                                                 110,574,000      1,105,740     USD 0.01 
 Subscription for new shares 
  on 6 November 2013                                              22,275,000        222,750     USD 0.01 
 Subscription for new shares 
  26 November 2013                                                11,025,000        110,250     USD 0.01 
 Subscription for restricted 
  shares on 3 December 2013                                       12,308,775        123,088     USD 0.01 
 
 At 31 December 2013 (audited)                                   156,182,775      1,561,828     USD 0.01 
                                                               =============  =============  =========== 
 
 IPO placement on 6 January 
  2014                                                           155,903,548      1,599,035     USD 0.01 
 Subscription for new shares 
  on 6 January 2014                                                4,157,428         41,574     USD 0.01 
 Subscription for restricted 
  shares on 24 January 2014                                        2,315,405         23,164     USD 0.01 
 Subscription for restricted 
  shares on 3 April 2014                                             900,000          9,000     USD 0.01 
 Subscription for restricted 
  shares on 17 June 2014                                           2,317,000         23,170     USD 0.01 
 
 At 30 June 2014 (unaudited)                                     321,777,156      3,217,771     USD 0.01 
 
 

As at 30 June 2014, the share capital issued composed of one Class of Ordinary Shares having equal rights (30 June 2013: 10 Classes A to J)

Share premium

 
                                                        USD 
 
 At 1 January 2013 (audited)                             693,356 
                                                   ------------- 
 At 30 June 2013 (unaudited)                             693,356 
 Reduction of nominal value per share 11 October 
  2013                                                44,225,217 
 Absorption of the 31 December 2012 loss on 14 
  November 2013                                     (13,784,115) 
                                                   ------------- 
 At 31 December 2013 (audited)                        31,134,458 
 IPO placement 6 January 2013                        223,097,977 
 Absorption of the 31 December 2013 loss on 24 
  June 2014                                         (30,441,102) 
                                                   ------------- 
 At 30 June 2014 (unaudited)                         223,791,333 
                                                   ============= 
 
 
   9     Earnings per share 

Basic earnings per share amounts are calculated by dividing the net profit for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year.

Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.

The following reflects the income and share data used in the basic and diluted earnings per share computations:

 
                                        As at 30      As at 30       As at 31 
                                        June 2014     June 2013      December 
                                        Unaudited     Unaudited        2013 
                                                                      Audited 
                                          USD            USD           USD 
 
 Net loss attributable to ordinary 
  equity holders of the parent 
  for basic earnings                  (22,234,511)   (8,955,789)   (77,270,973) 
                                     =============  ============  ============= 
 
                                        As at 30      As at 30       As at 31 
                                        June 2014     June 2013      December 
                                                                       2013 
 Weighted average number of 
  ordinary shares for basic 
  earnings per share                   313,551,103   122,860,000    125,498,680 
 Effect of dilution: 
    Warrant shares to DPEI                       -     9,900,306              - 
       Warrant to JKD                            -       614,300              - 
                                     -------------  ------------  ------------- 
 Weighted average number of 
  ordinary shares adjusted for 
  the effect of dilution               313,551,103   133,374,606    125,498,680 
                                     =============  ============  ============= 
 
 Loss per share 
    Basic                                   (0.07)        (0.07)         (0.62) 
    Diluted                                 (0.07)        (0.07)         (0.62) 
                                     =============  ============  ============= 
 
 
 
   10   Publication of announcement and the Interim Results 

A copy of this announcement will be available at the Company's registered office 14 days from the date of this announcement and on its website.

This announcement is not being sent to shareholders. The Interim Results will be posted to shareholders shortly and will be made available on the website.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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