Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Alternative E. | LSE:ALR | London | Ordinary Share | SG9999004659 | ORD NPV (DI) |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0125 | 0.00 | 00:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMALR
RNS Number : 7775D
Alternative Energy Limited
01 April 2014
For immediate release 1 April 2014
ALTERNATIVE ENERGY LIMITED
("AEL" or "the Company")
Interim Results for the six month period to 30 June 2013
The Board of Alternative Energy Limited (AIM: ARL.L) announces its Unaudited Interim Condensed Consolidated Financial Information for the six month period from 1 January 2013 to 30 June 2013.
Highlights
- Distributorship agreements with both PT Graha Rajawali Pratama ("GRP") and the Jembo Cable Group for lighting products.
- A revenue producing pipeline is being developed in both lighting, next generation solar technology and consulting engineering.
- An agreement for up to US$10m worth of 5% Convertible Notes due in 2017 has been reached with Advance Capital Partners and the Advance Opportunities Fund.
- the Company may issue up to US $10million in up to four tranches of Notes, convertible into shares in the company.
- Each tranche of US$2.5 million is further sub divided into sub tranches of US$50,000 (in the case of the first two tranches) or $100,000 (in the case of the third and fourth tranche).
- Each of the Note issue bears interest at 5% per annum and matures 36 months after its issue.
- The Notes are convertible at either 135% of the average trading prices of the Company's shares for the forty five days prior to the issue of the relevant tranche, or 80% of the average trading price for any three consecutive trading days in the forty five days prior to conversion.
- New markets have been opened for the new generation of street lights from Thailand, Ukraine and Iraq.
- There is a pipeline of new technologies and patents being filed.
Chairman's Statement
The interim financial statements presented in this review are now released some time after the publication of the results for the financial period from 1 September 2011 to 31 December 2012, in which I reported on the situation as I saw it as at 28 June 2013. This delay was the result of the Company awaiting clarification in respect of a number of initiatives and discussions, in particular relating to its working capital and revenues. The extended suspension of the Company's shares is regretted, but was considered necessary as the Company has been engaged in a number of discussions about its future during the period of the last six months.
The majority of 2013, was spent securing, finalising and pursuing the Company's arrangements with PT Mega Urip Pesona ("MUP"), which were signed on 12 April 2013. Since that time the Company has been engaged in a number of projects and competitive bids in Indonesia and has also entered into distributorship arrangements with both PT Graha Rajawali Pratama ("GRP") and the Jembo Cable Group in respect of its lighting products. These arrangements are intended to ensure that the Group finally starts to develop a revenue producing pipeline both in lighting, next generation solar technology and consulting engineering. The Company has recently received its first order from GRP for street lights and is in discussions with Jembo Cable with a view to potentially establishing an assembly plant in Indonesia which will enable the Group to participate in larger street lighting contracts.
Whilst the initial solar farm projects with MUP have been delayed due to policy shifts inside Indonesia the Company is continuing to work with MUP on other projects which will utilize the Company's eRoof technologies and where the Company has an advantage. Both MUP and the Company are finding that the overall market for solar farm energy generation using conventional panels is growing very slowly and the Company's resources are best directed at projects where its technologies give it an advantage.
The Company did not complete in full its fund raising from the Preferential Offering and the commitment for US$1 million, as announced on 28 March 2013 never materialised, but the Company has partially made up for that by placing a further 50 million shares for cash at 0.5 cents per share. I am also continuing to support the Company with my convertible loan agreement in respect of which nearly four million US dollars has been drawn out of seven million.
Having adequate working capital in order to enable management to focus on revenue generation and operational matters will be critical in enabling the Company to capture the new opportunities which are currently being harvested. In this respect, the Company has agreed to engage in a program for the issue of up to US$10m worth of 5% convertible Notes due in 2017 ("Notes") with Advance Capital Partners and the Advance Opportunities Fund. Under this program the Company may issue up to four tranches of Notes, convertible into shares in the company. Each tranche of US$2.5 million is further sub divided into sub tranches of US$50,000 (in the case of the first two tranches) or $100,000 (in the case of the third and fourth tranches).
Each of the Notes issue bears interest at 5% per annum and matures 36 months after its issue. The Notes are convertible at either 135% of the average trading prices of the Company's shares for the forty five days prior to the issue of the relevant tranche, or 80% of the average trading price for three consecutive trading days in the forty five days prior to conversion. The Company may decide to decline to draw down Notes in tranches 2,3 or 4 and may also redeem the Notes rather than convert them in the event that the Conversion price is less than 65% of the average closing price of the shares in the forty five day prior to conversion. It is a condition of our ELN Programme that we enable the Company's shares to trade on the SETS system in London, which we hope will add liquidity to our shares and make it easier for overseas investors to trade.
It is fair to say that the success of the Company's strategies and its future will depend on the generation of adequate revenues from its current efforts in Indonesia and elsewhere, and on the management being able to turn their attention from fundraising to operational matters and sales. If these proceed as contemplated in our various arrangements, then the Company will be able to widen its markets and the scope of its activities. It is also fair to say that the Company has probably spent too much time focusing on Indonesia over the past couple of years and therefore strategically the Company is expecting to broaden its net and follow up on outstanding business opportunities and invitations from other markets during 2014.
The whole of the team at the Company has worked extremely hard to meet client requirements in a difficult and changing environment, which has seen us competing with much larger companies. We have good reason to be confident, but many decisions remain outside our control.
In terms of AEL's technology, Dr Tay and Dr Goh continue to advance and refine the Company's products, and new patents continue to be granted, including, most recently two patents in Japan. The Company has a pipeline of new technologies, in respect of which it is ready to file patents, including further versions of the eRoof and certain energy storage solutions, but we have been cautious in incurring further fees in respect of intellectual property matters until our working capital and revenue position is stronger. In this respect, we will probably take advantage of the availability of the ELN Programme to ensure we protect key technologies.
In terms of the actual deployment of our products and technology we are now receiving orders for our new generation of street lights from our Indonesian distributors and have opened new markets in Thailand, Ukraine and Iraq. We are also processing our first orders for our latest low cost "G" variant eRoof from Indonesia and have also begun to market this, together with the updated "eLive" housing and "eLive" system house power generation system, as an alternative to diesel gensets in the same markets. The fall in overall solar cell prices has, as reported in my last statement, made these products much more price competitive.
Myself and the AEL team will continue to do our utmost to ensure that our vision for the future of green energy is met, and there are signs across Asia, and particularly in Indonesia and China that green energy is now really emerging as an accepted and viable alternative to fossil fuels, our success will inevitably depend also on the performance by our local partners.
As I said in my last statement, the coming months will be a critical time for the Company but I continue to believe that our business sector offers more opportunities for sustainable business growth than almost any other, and I could not wish for a better team with whom to meet the current challenges.
Christopher Nightingale
A copy of the interims is available on the Company's website www.alternativeenergy.com.sg
For further information, please contact:
ALTERNATIVE ENERGY LIMITED Richard Lascelles, Independent Non-executive Director Tel: +44 (0) 20 7408 1067 Eric Goh, Executive Director Tel: +65 68737782 BEAUMONT CORNISH LIMITED Roland Cornish and Emily Staples Tel: +44 (0) 20 7628 3396
As published:
ALTERNATIVE ENERGY LIMITED AND ITS SUBSIDIARIES
STATEMENT BY DIRECTORS
In the opinion of Directors,
The unaudited interim condensed consolidated financial information of Alternative Energy Limited ("the Company") and its subsidiaries ("the Group") which comprise the statements of financial position of the Group as at 30 June 2013, the statement of comprehensive income, statement of changes in equity and statement of cash flows of the Group and the related notes for the financial period from 1 January 2013 to 30 June 2013 are drawn up in accordance with the provision of the Singapore Companies Act, Cap. 50 and International Financial Reporting Standards so as to give a true and fair view of the state of affairs of the Group as at 30 June 2013 and of the results, changes in equity and cash flows of the Group for the financial period from 1 January 2013 to 30 June 2013.
As stated in Note 2, the management has a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and therefore, continue to adopt the going concern basis in preparing the financial information of the Group for the six months period ended 30 June 2013.
On behalf of the Board of Directors
______________________________ ______________________________ Christopher Nightingale Dr Goh Swee Ming
Director Director
Singapore
31 March 2014
REPORT ON REVIEW OF THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION OF ALTERNATIVE ENERGY LIMITED AND ITS SUBSIDIARIES FOR THE SIX MONTHS PERIOD ENDED 30 JUNE 2013
Introduction
We have been engaged to review the accompanying unaudited interim condensed consolidated financial information of Alternative Energy Limited (the "Company") and its subsidiaries (the "Group"), which comprises the statement of financial position, the condensed consolidated statement of comprehensive income, the condensed consolidated statement of changes in equity and the condensed consolidated statement of cash flows and the related notes for the six months ended 30 June 2013. Our responsibility is to express a conclusion on the unaudited interim condensed consolidated financial information based on our review.
This report is made solely to the Board of Directors and we do not accept or assume responsibility to any party other than the Board of Directors, for our works, for this report, or for the conclusion we have formed.
Directors' Responsibilities
The interim financial report, including the financial information contained therein, is the responsibility of and has been approved by the directors. The directors are responsible for preparing the half-yearly financial report in accordance with IAS 34 "Interim Financial Reporting", and the rules of the London Stock Exchange for companies trading securities on the AIM, a market operated by the London Stock Exchange which require that the interim financial report be presented and prepared in a form consistent with that which will be adopted in the Company's annual accounts having regard to the accounting standards applicable to such annual accounts.
Our Responsibility
Our responsibility is to express to the Company a conclusion on the condensed set of financial information in the interim financial report based on our review.
Our report has been prepared in accordance with the terms of our engagement to assist the Company in meeting the requirements of the rules of the London Stock Exchange for companies trading securities on AIM and for no other purpose. No person is entitled to rely on this report unless such a person is a person entitled to rely upon this report by virtue of and for the purpose of our terms of engagement or has been expressly authorised to do so by our prior written consent. Save as above, we do not accept responsibility for this report to any other person or for any other purpose and we hereby expressly disclaim any and all such liability.
Scope of Review
We conducted our review in accordance with International Standard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity." A review of unaudited interim condensed consolidated financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the accompanying unaudited interim condensed consolidated financial information are not presented fairly, in all material respects, in accordance with IAS 34.
Material Uncertainty Regarding Continuation as a Going Concern
We draw your attention to Note 2 which indicates the Group has been incurring losses for the current and past periods. The Group has taken measures as described in Note 2 to secure the necessary funding to meet its daily operation needs. If these measures described in Note 2 fail to materialise, this could indicate an existence of a material uncertainty which may cast significant doubt about the Group's ability to continue as a going concern. Our conclusion is not qualified in respect of this matter.
BDO LLP
Public Accountants and
Chartered Accountants
Singapore
31 March 2014
ALTERNATIVE ENERGY LIMITED AND ITS SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
1.1.2013 1.3.2012 1.9.2011 to to to 30.6.2013 31.8.2012 31.12.2012 Unaudited Unaudited Audited Note US$ US$ US$ Revenue 5,661 11,290 12,324,954 Cost of sales (3,924) (8,644) (12,575,636) Gross profit/(loss) 1,737 2,646 (250,682) Other income 3,178 748 10,869 Administrative expenses (406,379) (458,506) (1,686,457) Other expenses (662,353) (765,422) (3,326,528) Finance cost - (2,679) - Share of loss from equity-accounted joint venture 7 - (44,790) (118,675) Loss before income tax 3 (1,063,817) (1,268,003) (5,371,473) Income tax 4 - - - Loss for the financial period (1,063,817) (1,268,003) (5,371,473) ----------- ----------- ------------ Other comprehensive loss Exchange differences on translating foreign joint venture - - (15) Other comprehensive loss for the financial period, net of tax - - (15) ----------- ----------- ------------ Total comprehensive loss for the financial period (1,063,817) (1,268,003) (5,371,488) =========== =========== ============ Attributable to equity holders of the Company: Loss for the financial period (1,063,817) (1,268,003) (5,371,473) Other comprehensive loss for the financial period, net of tax - - (15) ----------- ----------- ------------ (1,063,817) (1,268,003) (5,371,488) =========== =========== ============ Loss per share (US$ cents) Basic loss per share 5 (0.053) (0.082) (0.334) Diluted loss per share 5 (0.046) (0.076) (0.324) =========== =========== ============
The accompanying notes form an integral part of these financial information.
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Unaudited Unaudited Audited Note 30.6.2013 31.8.2012 31.12.2012 US$ US$ US$ Assets Non-current assets Plant and equipment 6 1,499 6,410 2,565 Investment in joint venture 7 - - - Intangible assets 8 29,216,490 29,174,681 29,215,697 ------------ 29,217,989 29,181,091 29,218,262 ------------ ------------ ------------ Current assets Cash and cash equivalents 9 120,675 17,092 14,942 Trade and other receivables 10 2,260,338 1,257,439 3,146,340 2,381,013 1,274,531 3,161,282 ------------ ------------ ------------ Less: Current liabilities Convertible loans 11 3,712,889 3,339,103 3,680,316 Trade and other payables 12 4,455,922 2,356,054 6,148,986 Provisions and deferred Income 13 33,635 54,369 33,635 ------------ 8,202,446 5,749,526 9,862,937 ------------ ------------ ------------ Net current liabilities (5,821,433) (4,474,995) (6,701,655) ------------ ------------ ------------ Net assets 23,396,556 24,706,096 22,516,607 ------------ ------------ ------------ Equity Issued capital 14 39,415,889 25,365,828 37,472,123 Capital reserve 14 - 11,706,297 - Treasury shares 15 (56,400) (56,400) (56,400) Share options reserve 16 1,480,000 1,480,000 1,480,000 Convertible loans reserve 17 252,794 201,162 252,794 Accumulated losses (17,695,727) (13,990,806) (16,631,910) Foreign currency translation reserve - 15 - ------------ ------------ ------------ 23,396,556 24,706,096 22,516,607 ============ ============ ============
The accompanying notes form an integral part of these financial information.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Foreign Share Convertible currency Issued Capital Treasury options loans Accumulated translation capital reserve shares reserve reserve losses reserve Total US$ US$ US$ US$ US$ US$ US$ US$ Unaudited Balance at 1 January 2013 37,472,123 - (56,400) 1,480,000 252,794 (16,631,910) - 22,516,607 Total comprehensive loss for the financial period: --------------------- ---------- -------- -------- --------- ----------- ------------ ------------ ----------- Loss for the financial period - - - - - (1,063,817) - (1,063,817) Other comprehensive loss: Exchange differences on translating foreign joint venture - - - - - - - - --------------------- ---------- -------- -------- --------- ----------- ------------ ------------ ----------- Total comprehensive loss for the financial period - - - - - (1,063,817) - (1,063,817) Shares issued during the financial period 1,943,766 - - - - - - 1,943,766 Shares allotted but not issued during the financial period - - - - - - - - Grant of equity-settled share options to employees - - - - - - - - Reserve attributable to equity components of convertible loans - - - - - - - - Balance at 30 June 2013 39,415,889 - (56,400) 1,480,000 252,794 (17,695,727) - 23,396,556 ========== ======== ======== ========= =========== ============ ============ ===========
The accompanying notes form an integral part of these financial information.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Foreign Share Convertible currency Issued Capital Treasury options loans Accumulated translation capital reserve shares reserve reserve losses reserve Total US$ US$ US$ US$ US$ US$ US$ US$ Unaudited Balance at 1 March 2012 21,768,397 1,137,062 (56,400) 1,348,219 201,162 (12,722,803) 15 11,675,652 Total comprehensive loss for the financial period: ------------------ ---------- ----------- -------- --------- ----------- ------------ ------------ ----------- Loss for the financial period - - - - - (1,268,003) - (1,268,003) Other comprehensive loss: Exchange differences on translating foreign joint venture - - - - - - - - ------------------ ---------- ----------- -------- --------- ----------- ------------ ------------ ----------- Total comprehensive loss for the financial period - - - - - (1,268,003) - (1,268,003) Shares issued during the financial period 3,597,431 (1,137,062) - - - - - 2,460,369 Shares allotted but not issued during the financial period - 11,706,297 - - - - - 11,706,297 Grant of equity-settled share options to employees - - - 131,781 - - - 131,781 Reserve attributable to equity components of convertible loans - - - - - - - - Balance at 31 August 2012 25,365,828 11,706,297 (56,400) 1,480,000 201,162 (13,990,806) 15 24,706,096 ========== =========== ======== ========= =========== ============ ============ ===========
The accompanying notes form an integral part of these financial information.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Foreign Share Convertible currency Issued Capital Treasury options loans Accumulated translation capital reserve shares reserve reserve losses reserve Total US$ US$ US$ US$ US$ US$ US$ US$ Audited Balance at 1 September 2011 19,400,355 3,505,104 (56,400) 981,260 201,162 (11,260,437) 15 12,771,059 Total comprehensive loss for the financial period: ------------------ ---------- ----------- -------- --------- ----------- ------------ ------------ ----------- Loss for the financial period - - - - - (5,371,473) - (5,371,473) Other comprehensive loss: Exchange differences on translating foreign joint venture - - - - - - (15) (15) ------------------ ---------- ----------- -------- --------- ----------- ------------ ------------ ----------- Total comprehensive loss for the financial period - - - - - (5,371,473) (15) (5,371,488) Shares issued during the financial period 18,071,768 (3,505,104) - - - - - 14,566,664 Shares allotted but not issued during the financial period - - - - - - - - Grant of equity-settled share options to employees - - - 498,740 - - - 498,740 Reserve attributable to equity components of convertible loans - - - - 51,632 - - 51,632 Balance at 31 December 2012 37,472,123 - (56,400) 1,480,000 252,794 (16,631,910) - 22,516,607 ========== =========== ======== ========= =========== ============ ============ ===========
The accompanying notes form an integral part of these financial information.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
1.1.2013 1.3.2012 1.9.2011 to to to 30.6.2013 31.8.2012 31.12.2012 Unaudited Unaudited Audited US$ US$ US$ Operating activities Loss before income tax (1,063,817) (1,268,003) (5,371,473) Adjustments for: Amortisation of intangible assets 398 2,793 7,071 Gain on disposal of plant and equipment (81) - (77) Depreciation of plant and equipment 1,066 8,441 22,730 Interest expense - (2,679) - Interest income - 748 (346) Share options expense - 131,781 498,740 Share of loss from equity accounted joint venture - 44,790 118,675 Reversal for unutilised leave - (17,571) (38,305) Operating cash flows before movements in working capital (1,062,434) (1,099,700) (4,762,985) Trade and other receivables 886,002 (1,060,720) (2,553,118) Trade and other payables (1,693,064) 1,589,672 5,454,459 ----------- ----------- ------------- Net cash used in operations (1,869,496) (570,748) (1,861,644) Interest paid - 2,679 - ----------- ----------- ------------- Net cash used in operating activities (1,869,496) (568,069) (1,861,644) ----------- ----------- ------------- Investing activities Additions of intangible assets (1,191) - (58,286) Withdrawal in pledged fixed deposits 14,204 81,625 85,058 Interest received - (748) 346 Proceeds from disposal of property and equipment 81 - 77 Net cash from investing activities 13,094 80,877 27,195 ----------- ----------- ------------- Financing activities Net proceeds from issue of shares 1,943,766 - - Proceeds from convertible loans 257,508 347,807 1,254,482 Repayment of convertible loans (224,935) (304,588) (244,897) Net cash from financing activities 1,976,339 43,219 1,009,585 ----------- ----------- ------------- Net change in cash and cash equivalents 119,937 (443,973) (824,864) Cash and cash equivalents at beginning of period 738 446,861 825,602 ----------- ----------- ------------- Cash and cash equivalents at end of period (Note 9) 120,675 2,888 738 =========== =========== =============
The accompanying notes form an integral part of these financial information.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL INFORMATION
FOR THE FINANCIAL PERIOD FROM 1 JANUARY 2013 TO 30 JUNE 2013
1. General
The Company was incorporated in Singapore on 26 December 2006 under the name of Alternative Energy Pte. Ltd. On 11 July 2007 the Company was converted into a public limited company and changed its name to Alternative Energy Limited (the "Company"). The Company is domiciled in Singapore. The registered office of the Company is at 1 Science Park Road, #02-09, The Capricorn, Singapore Science Park II, Singapore 117528.
On 12 October 2007, the Company was successfully admitted to trading on AIM, a market operated by the London Stock Exchange.
The principal activity of the Company is the provision of technology, hardware and equipment for renewable energy and green energy solutions. It also develops and makes investments or acquisitions energy technologies, businesses and companies which offer an alternative to conventional fossil fuel and nuclear methods of generating household and industrial energy, as well as performing management services (including marketing and other necessary services) to its subsidiaries. The principal activities of the subsidiaries are that of research and development of renewable energies for household consumers and holding of trademarks and intellectual properties. The Group's operation is not subject to any seasonality or cyclicality.
The condensed interim financial statements were approved for issue on 31 March 2014.
2. Basis of preparation
The unaudited interim condensed consolidated financial information for the 6 months ended 30 June 2013 has been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting.
The unaudited interim condensed consolidated financial information does not include all the information and disclosures required in the annual financial statements. Accordingly, this report is to be read in conjunction with the Annual Report for the 16 months period ended 31 December 2012 and any public announcements made by the Group during the interim reporting period.
The unaudited interim condensed consolidated financial information for the six months period ended 30 June 2013 do not constitute statutory accounts and have been drawn up using accounting policies and presentation expected to be adopted in the Group's full financial statements for the financial year ending 31 December 2013, which are not expected to be significantly different to those set out in note 2 to the Group's audited financial statements for the 16 month period ended 31 December 2012.
The financial information for the 16 month period ended 31 December 2012 has been extracted from the statutory accounts for that period. The auditor's report for the 16 month period ended 31 December 2012 was unqualified with an emphasis of matter paragraph referring to the Group's abilities to continue as a going concern.
The financial information for the 6 months ended 31 August 2012 has been extracted from the unaudited interim results for the six months period ended 31 August 2012 released on 30 November 2012 and audited results for the financial period ended 31 December 2012 released on 27 June 2013.
Going concern
The Group incurred a net loss of $1,063,817 for the six months ended 30 June 2013 and as of that date, the Group's current's liabilities exceeded its current assets by US$5,821,433.
In order to ensure that the Group remains a going concern, the Group has taken further steps in order to strengthen its working capital position as well as to generate operating revenues to meet ongoing overheads. Further equity placements have been made by the allotment of a further US$550,000 in share capital and the Group has entered into a US$10,000,000 5% Equity Linked Note Program ("ENP"), details of which are set out in Paragraph 21 below. The ELN Program, which will be accompanied a move to allow the trading of the Company's shares on the SETS platform of AIM is intended to enable the Group to draw down a steady stream of working capital as required to fund any shortfall in operational revenues and to enable the Group to meet its obligations to creditors. In addition to this the Chairman has indicated his ongoing support for the Company through his Convertible Loan.
The group has also started to generate revenues from sale of street lights and solar equipment through its Indonesian distributors and potentially through several new markets and it is expected that operational revenues will henceforth play a larger role in the financing of the Company's operations.
Given the accumulation of the above, the Group is actively trading and is seeking to achieve profitability during the 2014 financial year, and we believe the Group will be able to meet its current obligations and have adequate working capital for its.
Hence, the Directors are of the opinion that it is appropriate to prepare the consolidated financial statements of the Group on a going concern basis.
If the Group is unable to continue in operational existence for the foreseeable future, the Group may be unable to discharge its liabilities in the normal course of business and adjustments may have to be made to reflect the situation that assets may need to be realised other than in the normal course of business and at amounts which could differ significantly from the amounts at which they are currently recorded in the statements of financial position of the Group and the Company. No such adjustments have been made to these financial statements.
3. Loss before income tax
In addition to the information disclosed elsewhere in the unaudited financial information, the Group's loss before income tax is arrived at after charging/(crediting) the following:
1.1.2013 1.3.2012 1.9.2011 to to to 30.6.2013 31.8.2012 31.12.2012 Unaudited Unaudited Audited US$ US$ US$ Administrative expenses Employee benefits expense: * Salaries and related costs 382,630 311,754 1,068,085 * Directors' fee - - 40,000 * Contributions to defined contributions plans 9,972 24,991 63,232 * Share options expense - 131,781 498,740 Other expenses Amortisation of intangible assets 398 2,793 7,071 Depreciation of plant and equipment 1,066 8,441 22,730 Gain on disposal of plant and equipment (81) - (77) Exchange loss/(gain) 5,315 16,191 41,787 Operating lease expense - rental of office premises and equipment 158,957 157,407 384,777 Feasibility study expense - - 1,000,000 Professional fees 208,688 276,887 837,389 Research expense 20,854 9,774 51,202 ========= ========= ==========
Employee benefits expense includes key management personnel compensation which are disclosed in Note 19 to the financial statements.
4. Income tax
The Group has no chargeable income for the 6 months period ended 30 June 2013 and 31 August 2012, and 31 December 2012. Accordingly, no provision for income tax has been provided.
The income tax expense has been determined by applying the Singapore income tax rate of 17% to loss before income tax and total charge for the financial period can be reconciled to accounting loss as follows:
1.1.2013 1.3.2012 1.9.2011 to to to 30.6.2013 31.8.2012 31.12.2012 Unaudited Unaudited Audited US$ US$ US$ Reconciliation of effective tax rate Loss for the financial period (1,063,817) (1,268,003) (5,371,473) =========== =========== =========== Tax calculated at statutory rate of 17% (180,849) (215,560) (913,150) Effect of different tax rates of overseas operations - - 1,668 Expenses not deductible for tax purposes 195 51,628 342,062 Deferred tax assets not recognised 180,654 163,932 569,420 - - - =========== =========== ===========
Deferred tax assets have not been recognised because it is not certain whether future taxable profits will be available against which the Group can utilise the benefits.
Subject to the agreement by relevant tax authorities, at the end of the financial period, the Group had unutilised tax losses of approximately US$12,600,000 (31.8.2012: US$11,299,000 and 31.12.2012: US$11,549,000), available for offset against future taxable profits.
5. Basic and diluted loss per share
Basic loss per share is calculated by dividing the Group's loss attributable to equity holders by the weighted average number of ordinary shares in issue during the period.
For the purpose of calculating diluted loss per share, the Group's net loss attributable to equity holders and the weighted average number of ordinary shares in issue are adjusted for the effects of all dilutive potential ordinary shares. The outstanding are adjusted for the effects of all dilutive potential ordinary shares. The Group has two categories of dilutive potential ordinary shares convertible loans and share options.
Diluted earnings per share amounts are calculated by dividing the loss attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares outstanding during the financial year plus the weighted average number of ordinary shares that would be issued on the conversion of all dilutive potential ordinary shares into ordinary shares.
Convertible loans are assumed to have been converted into ordinary shares at US$0.008 (31.8.2012: US$0.03 and 31.12.2012: US$0.008) per share and net of any expenses amount owing from the lender to the Company against the loan. The net loss is adjusted to eliminate the interest expense less the tax effect.
For the share options, a calculation is done to determine the number of shares that could have been acquired at fair value (determined as the average annual market share price of the Company's shares) based on the monetary value of the subscription rights attached to outstanding share options. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the share options. The differences are added to the denominator as an issuance of ordinary shares for no consideration. No adjustment is made to earnings.
The basic and diluted loss per share are calculated as follows:
30 June 2013 31 August 2012 31 December 2012 Unaudited Unaudited Audited Basic Diluted Basic Diluted Basic Diluted US$ US$ US$ US$ US$ US$ Net loss attributable to equity holders of the Company 1,063,817 1,063,817 1,268,003 1,268,003 5,371,473 5,371,473 ============= ============= ============= ============= ============= ============= Number of shares Number of shares Number of shares Basic Diluted Basic Diluted Basic Diluted US$ US$ US$ US$ US$ US$ Weighted average number of ordinary shares 2,017,916,568 2,017,916,568 1,543,124,675 1,543,124,675 1,610,613,978 1,610,613,978 Adjustments for potentially dilutive ordinary shares - 284,207,296 - 119,964,167 - 47,894,377 Weighted average number of ordinary shares used 2,017,916,568 2,302,123,864 1,543,124,675 1,663,088,842 1,610,613,978 1,658,508,355 ============= ============= ============= ============= ============= ============= Loss per share (cents per share) 0.053 0.046 0.082 0.076 0.334 0.324 ============= ============= ============= ============= ============= ============= 6. Plant and equipment Machinery, office equipment, furniture Office renovation Computers and fittings Total US$ US$ US$ US$ Unaudited 30 June 2013 Cost Balance at 1 January 2013 117,788 60,530 233,143 411,461 Disposal - (1,581) - (1,581) ----------------- --------- ------------- ------- Balance at 30 June 2013 117,788 58,949 233,143 409,880 ----------------- --------- ------------- ------- Accumulated depreciation Balance at 1 January 2013 117,788 58,996 232,112 408,896 Depreciation charge for the period - 693 373 1,066 Disposal - (1,581) - (1,581) Balance at 30 June 2013 117,788 58,108 232,485 408,381 ----------------- --------- ------------- ------- Net carrying amount Balance at 30 June 2013 - 841 658 1,499 ================= ========= ============= ======= Unaudited 31 August 2012 Cost Balance at 1 March 2012 and 31 August 2012 117,788 60,530 233,143 411,461 ----------------- --------- ------------- ------- Accumulated depreciation Balance at 1 March 2012 117,788 56,473 222,349 396,610 Depreciation charge for the period - 1,848 6,593 8,441 ----------------- --------- ------------- ------- Balance at 31 August 2012 117,788 58,321 228,942 405,051 ----------------- --------- ------------- ------- Net carrying amount Balance at 31 August 2012 - 2,209 4,201 6,410 ================= ========= ============= ======= Machinery, office equipment, Office furniture renovation Computers and fittings Total US$ US$ US$ US$ Audited 31 December 2012 Cost Balance at 1 September 2011 117,788 62,026 233,143 412,957 Disposal - (1,496) - (1,496) ----------- --------- ------------- ------- Balance at 31 December 2012 117,788 60,530 233,143 411,461 ----------- --------- ------------- ------- Accumulated depreciation Balance at 1 September 2011 117,788 54,698 215,176 387,662 Depreciation charge for the financial period - 5,794 16,936 22,730 Disposal - (1,496) - (1,496) ----------- --------- ------------- ------- Balance at 31 December 2012 117,788 58,996 232,112 408,896 ----------- --------- ------------- ------- Net carrying amount Balance at 31 December 2012 - 1,534 1,031 2,565 =========== ========= ============= ======= 7. Investment in joint venture Unaudited Unaudited Audited 1.1.2013 1.3.2012 1.9.2011 to 30.6.2013 to 31.8.2012 to 31.12.2012 US$ US$ US$ Balance at the beginning of the financial periods - 44,790 118,690 Share of loss - (44,790) (118,675) Currency translation differences - - (15) Balance at the end of the financial periods - - - ============= ============= ==============
The details of the joint venture are as follows:
Country of incorporation/ Joint venture Principal activities operation Effective equity interest Unaudited Unaudited Audited 30 June 31 August 31 December 2013 2012 2012 Held by Alternative Energy Holdings Limited % % % Manufacture light The People's fittings, street lights Republic The Green and other lighting of Light Company equipment China 50 50 50
The unaudited management financial information of the joint venture are used for the equity accounting purposes in preparation of the unaudited interim condensed consolidated financial information of the Group.
The Group's interest (based on the paid-up capital ratio) in the joint venture are as follows:
Unaudited Unaudited Audited 30 June 31 August 31 December 2013 2012 2012 US$ US$ US$ Assets and liabilities: Total assets 131,799 104,658 113,245 Total liabilities 245,665 123,327 172,735 Net liabilities 113,866 18,669 59,490 ============= ============= ============== Unaudited Unaudited Audited 1.1.2013 1.3.2012 1.9.2011 to 30.6.2013 to 31.8.2012 to 31.12.2012 US$ US$ US$ Results Revenue 1,778 - 95,432 Loss for the financial periods (45,719) (65,219) (343,498) Group's share of joint venture's loss for the financial periods - (44,790) (118,675) ============= ============= ============== 8. Intangible assets Computer Goodwill software Patents Trademarks Total US$ US$ US$ US$ US$ Unaudited 30 June 2013 Cost Balance at 1 January 2013 464,726 54,486 28,335,326 415,247 29,269,785 Additions - - - 1,191 1,191 Balance at 30 June 2013 464,726 54,486 28,335,326 416,438 29,270,976 -------- --------- ---------- ---------- ---------- Accumulated amortisation Balance at 1 January 2013 - 54,088 - - 54,088 Amortisation for the period - 398 - - 398 Balance at 30 June 2013 - 54,486 - - 54,486 -------- --------- ---------- ---------- ---------- Net carrying amount Balance at 31 June 2013 464,726 - 28,335,326 416,438 29,216,490 ======== ========= ========== ========== ========== Computer Goodwill software Patents Trademarks Total US$ US$ US$ US$ US$ Unaudited 31 August 2012 Cost Balance at 1 March 2012 464,726 54,486 14,144,764 397,070 15,061,046 Additions - - 14,166,664 - 14,166,664 Balance at 31 August 2012 464,726 54,486 28,311,428 397,070 29,227,710 -------- --------- ---------- ---------- ---------- Accumulated amortisation Balance at 1 March 2012 - 50,236 - - 50,236 Amortisation for the period - 2,793 - - 2,793 Balance at 31 August 2012 - 53,029 53,029 -------- --------- ---------- ---------- ---------- Net carrying amount Balance at 31 August 2012 464,726 1,457 28,311,428 397,070 29,174,681 ======== ========= ========== ========== ========== Audited 31 December 2012 Cost Balance at 1 September 2011 464,726 54,486 14,131,128 394,495 15,044,835 Additions - - 14,204,198 20,752 14,224,950 Balance at 31 December 2012 464,726 54,486 28,335,326 415,247 29,269,785 ------- ------ ---------- ------- ---------- Accumulated amortisation Balance at 1 September 2011 - 47,017 - - 47,017 Amortisation for the period - 7,071 - - 7,071 Balance at 31 December 2012 - 54,088 - - 54,088 ------- ------ ---------- ------- ---------- Net carrying amount Balance at 31 December 2012 464,726 398 28,335,326 415,247 29,215,697 ======= ====== ========== ======= ==========
Goodwill represents the excess of the cost of a business combination over the interest in the fair value of identifiable assets, liabilities and contingent liabilities acquired. Cost comprises the fair values of assets given, liabilities assumed and equity instruments issued plus any direct cost of acquisition.
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to cash generating units and is not amortised but is tested annually for impairment or more frequently if events or changes in circumstances indicate that it might be impaired.
As at 30 June 2013, the management has assessed and determined that the goodwill is not impaired. Such assessment and determination require the management to make judgements, estimates and assumptions. These estimates and associated assumptions are continually evaluated and are based on historical experience and other factors including expectations of future events or changes in circumstances. Actual results may differ from these estimates.
During the financial period 1 September 2011 to 31 December 2012, the Company purchased part of these patents and technology for a contractual purchase consideration of US$10 million by issuing 333,333,334 new ordinary shares for the fair value of the purchase consideration of US$14,166,664 as disclosed in Note 14 to the financial statements.
For the purpose of the consolidated statement of cash flows, the Group's additions to intangible assets during the period comprise the following:
Unaudited Unaudited Audited 30 June 31 August 31 December 2013 2012 2012 US$ US$ US$ Additions to intangible assets 1,191 14,166,664 14,224,950 Non-cash transaction settlement by issuance of new ordinary shares (Note 14) - * (14,166,664) *(14,166,664) --------- -------------- ------------- Purchase of intangible assets by cash payment 1,191 - 58,286 ========= ============== =============
* This represents fair value based on the Company's share price at the relevant dates.
9. Cash and cash equivalents Unaudited Unaudited Audited 30 June 31 August 31 December 2013 2012 2012 US$ US$ US$ Cash on hand and bank balances 120,675 2,888 738 Fixed deposits - 14,204 14,204 --------- --------- ----------- Cash and cash equivalents 120,675 17,092 14,942 Less: fixed deposits pledged to banks - (14,204) (14,204) --------- --------- ----------- Cash and cash equivalents as per consolidated statements of cash flow 120,675 2,888 738 ========= ========= ===========
As at 31 August 2012, fixed deposits were pledged with the bank, with original maturing periods of not more than 365 (31.12.2012: 365) days. Interest rate ranges from 0.075% (31.12.2012: 0.45% to 0.55%).
The Group's fixed deposits of US$ Nil (31.8.2012: US$14,204 and 31.12.2012: US$14,204) are pledged to bank for credit card facility granted to the Company and a subsidiary.
10. Trade and other receivables Unaudited Unaudited Audited 30 June 31 August 31 December 2013 2012 2012 US$ US$ US$ Trade receivables 610,368 10,984 4,505 Other receivables 177,472 111,745 56,088 Deposits 77,737 89,689 124,758 Prepayments 5,117 5,118 5,117 Amounts due from a related party 1,280,972 1,039,903 2,555,872 Amounts due from a joint venture 108,672 - - Amounts due from a Chairman - - 400,000 --------- --------- ----------- 2,260,338 1,257,439 3,146,340 ========= ========= ===========
Trade receivables are unsecured, non-interest bearing and are generally on 30 days' credit term.
Other receivables and amount due from a joint venture are not past due, non-interest bearing and are repayable on demand.
Amounts due from a related party are unsecured, non-interest bearing and are repayable on demand. The related party is Real Capital International Limited, which is controlled by the Chairman. This relates to sums held on trust by Real Capital International Ltd, in connection with the Company's contracts with LDK Solar and Ecotechworld which trust was created for purely logistical reasons.
Amounts due from a joint venture are unsecured, non-interest bearing and are repayable on demand.
As at 31 December 2012, amounts due from a Chairman related to proceeds from new ordinary shares issued in November 2012 (Note 14) received by Chairman and were unsecured, non-interest bearing and repayable on demand.
11. Convertible loans Unaudited Unaudited Audited 30 June 31 August 31 December 2013 2012 2012 US$ US$ US$ Convertible loans due to a Chairman 3,712,889 3,339,103 3,680,316 ========= ========= ===========
The convertible loans are denominated in United States dollar. Convertible loans due to Chairman represents the residual amount of convertible loans due to Christopher Nightingale after deducting the fair value of the equity component and is made up as follows:
Unaudited Unaudited Audited 31 August 31 December 30 June 2013 2012 2012 US$ US$ US$ Net proceeds of convertible loans issued 6,599,043 6,139,473 6,341,535 Less: Liability components at date of issue (6,346,249) (5,938,311) (6,088,741) -------------- ----------- ----------- Equity components 252,794 201,162 252,794 Liability components at date of issue 6,346,249 5,938,311 6,088,741 Less: Repayment (2,633,360) (2,599,208) (2,408,425) -------------- ----------- ----------- Liability components at end of financial period 3,712,889 3,339,103 3,680,316 ============== =========== ===========
On 9 January 2013, the shareholders of the Company approved the Company entered into the revised convertible loan agreement dated 3 October 2012 with Christopher Nightingale (Chairman). Pursuant to the Revised Convertible Loan Agreement, the parties have determined to increase the total facility to the Company to an aggregate amount of US$7,000,000.
The salient terms and conditions of the Revised Convertible loan agreement are summarised as follow:
- In the event of redemption by the Company of all or any of the Revised Convertible Loan during its term, Christopher Nightingale shall have the option to require the Company to draw the amount of the Revised Convertible Loan in order to enable him to exercise his Conversion Rights.
- The repayment period has extended from 9 January 2013 to 3 October 2014. - An interest of 4% per annum be imposed.
- The lender shall have the right at any time during the term of the loans to convert any part of the loans into ordinary shares of the Company at US$0.008 share.
- In the event that the conversion of the Loan into Conversion Shares does not take place either fully or partially, the Borrower shall on the Repayment Date repay all outstanding sums of the Loan, including the interest on Loan, in United States dollars.
- The Company may also set off any expenses or amount owing from the Lender to the Company from time to time against the Loan.
12. Trade and other payables Unaudited Unaudited Audited 30 June 31 August 31 December 2013 2012 2012 US$ US$ US$ Trade payable 2,583,650 - 3,239,649 Other payables 750,618 600,826 2,096,212 Accruals 181,032 117,384 215,954 Advance from customer - 1,155,550 - Amount due to directors 340,622 482,294 597,171 Deferred Income 600,000 --------- --------- ----------- 4,455,922 2,356,054 6,148,986 ========= ========= ===========
Trade payables are non-interest bearing with a credit terms of 90 days.
No interest is charged on the other payables.
The amount owing to directors are unsecured, interest-free and repayable on demand.
13. Provisions Unaudited Unaudited Audited 30 June 31 August 31 December 2013 2012 2012 US$ US$ US$ Provision for unutilised leave 12,440 33,174 12,440 Provision for reinstatement cost 21,195 21,195 21,195 --------- -------------- ----------- 33,635 54,369 33,635 ========= ============== ===========
Provision for unutilised leave represents employee entitlements to annual leave as a result of services rendered by employees up to the statement of financial position date.
Provision for reinstatement cost is in relation to the obligation for dismantlement, removal or restoration of office premises.
Movements in the provisions are as follows:
Unaudited Unaudited Audited 30 June 31 August 31 December 2013 2012 2012 US$ US$ US$ Balance at beginning of financial periods 33,635 71,940 71,940 Reversal during the financial periods - (17,571) (38,305) --------- --------- ----------- Balance at end of financial periods 33,635 54,369 33,635 ========= ========= =========== 14. Issued capital Unaudited Unaudited Audited Unaudited Unaudited Audited 1.1.2013 1.3.2012 1.9.2011 1.1.2013 1.3.2012 1.9.2011 to 30.6.2013 to 31.8.2012 to 31.12.2012 to 30.6.2013 to 31.8.2012 to 31.12.2012 Number of ordinary shares US$ US$ US$ Issued and fully-paid: Balance at beginning of financial periods 1,937,839,230 1,534,730,896 1,493,547,563 37,472,123 21,768,397 19,400,355 Issue of new ordinary shares 251,116,180 77,666,044 444,291,667 1,943,766 3,597,431 18,071,768 ------------- ------------- -------------- ------------- ------------- -------------- Balance at end of financial periods 2,188,955,410 1,612,396,940 1,937,839,230 39,415,889 25,365,828 37,472,123 ============= ============= ============== ============= ============= ============== Capital reserve - 275,442,290 - - 11,706,297 - ============= ============= ============== ============= ============= ==============
In January 2011, the Company purchased patents from a related party for a contractual purchase consideration of US$4 million (which represents a fair value of US$7,666,667 based on the Company's share price as at 27 January 2011) by issuing 133,333,333 ordinary shares of the Company to the related party as follows:
(a) US$4,161,563 of the 1(st) tranche has been settled by way of issuing 72,375,000 new ordinary shares; and
(b) US$3,505,104 of the 2(nd) tranche (to be settled by way of issuing 60,958,333 new ordinary shares) is included in capital reserve as the shares have not been issued yet as at 31 August 2011. Subsequently, these shares have been allocated in different batches and the capital reserve has been transferred to share capital during the financial period ended
31 December 2012.
The Company has one class of ordinary shares. All issued ordinary shares are fully paid and carry one vote per ordinary share and also carry a right to dividends. There is no par value for these ordinary shares.
During financial period 1 September 2011 to 31 December 2012, the Company purchased patents from a related party for a contractual purchase consideration of US$10 million (which represents a fair value of US$14,166,664 based on the Company's share price at the relevant date) by issuing 333,333,334 ordinary shares of the Company to the related party as follows:
(a) US$2,460,367 of the 1(st) tranche has been settled by way of issuing 57,891,044 new ordinary shares; and
(b) US$11,706,297 of the 2(nd) tranche has been settled by way of issuing 275,442,290 new ordinary shares.
In November 2012, the Company issued 50,000,000 new ordinary shares. These ordinary shares were issued at US$0.008. Cash amounting to US$400,000 was raised from this exercise.
In March 2013, the Company issued 150,116,180 Preferential Offering Shares to the Entitled Shareholders. The Company has raised a total of US$1,200,929 at the issue price of US$0.008 per Preferential Offering Share.
In April 2013, the Company issued 1,000,000 Preferential Offering Shares from an Entitled Depositary Interest Holder. Cash amounting to US$8,000 raised from this exercise, at the issue price of US$0.008 per Preferential Offering Share.
In June 2013, the Company issued 100,000,000 Preferential Offering Shares at US$0.008 per share. Cash amounting US$800,000. The cost directly attributable to this issuance amounted to US$65,164 has been deducted from the proceeds received.
15. Treasury shares Unaudited Unaudited Audited Unaudited Unaudited Audited 30 June 31 August 31 December 30 June 31 August 31 December 2013 2012 2012 2013 2012 2012 Number of ordinary shares US$ US$ US$ Issued and fully-paid: Balance at beginning and end of financial periods 1,922,966 1,922,966 1,922,966 56,400 56,400 56,400 ========= ========= =========== ========= ========= ===========
In September 2008, the Company acquired 40,042,966 of its own shares from its shareholders through off-market purchases at an average price of US$0.03 per share. The Company paid US$1,200,000 in cash to acquire the said shares. This amount was deducted from issued share capital within the shareholders' equity. These bought back shares are held as treasury shares.
In November 2009, the Company re-issued 19,370,000 treasury shares to shareholders. These shares were issued at US$0.03. Cash amounting to US$581,100 was raised from this exercise. There is no gain or loss arising from this transaction.
In August 2010, the Company re-issued 18,750,000 treasury shares to shareholders. These shares were issued at US$0.04. Cash amounting to US$750,000 was raised from this exercise. Gain arising from this transaction US$187,500 is recognised directly in statement of changes in equity.
16. Share options reserve
Share options reserve represents equity-settled share options granted to directors of the Company and employees of the Group. The reserve is made up of cumulative value of services received from share options holders recorded on grant of equity-settled share options.
The movement of this account is disclosed in the statement of changes in equity.
17. Convertible loans reserve
The convertible loans reserve represents the residual amount of convertible loans after deducting the fair values of the liability components. The movement in convertible loan is disclosed in the statement of changes equity.
18. Share-based payments
The Employee Share Option Scheme (ESOS) enables Directors and employees of the Company and its subsidiaries to subscribe for ordinary shares in the capital of the Company, exercisable at varying periods from the date of grant depending whether the exercise price is set at market price in respect of that offer.
The ESOS Committee has on 5 May 2010 resolved to grant Incentive Options to the employees of the Group under the existing Alternative Energy Limited (AEL) ESOS scheme exercisable at US$0.03 per ordinary share.
Information in respect of the share options granted under the Company's ESOS was as follows:
30 June 31 August 31 December 2013 2012 2012 Number of share options ('000) ('000) ('000) Balance at beginning and end of financial period 81,000 81,000 81,000 ======= ========= ===========
81,000,000 share options were granted in the financial year ending 31 August 2010. The estimated fair value of the share options granted is US$1,480,000.
The fair value of share options as at the date of grant is estimated by an external valuer using the Black-Scholes-Merton model, taking into account the terms and conditions upon which the options were granted. The options have the vesting period of 2 years and the inputs to the model used are shown below.
Risk-free Expected Share price Expected interest life of Exercise at date Date of grant volatility rate options price of grant (%) (%) (years) (US$) (US$) 5 May 2010 21.5 2.72-3.72 5-10 0.03 0.04 19. Related parties transactions
For the purposes of these unaudited condensed consolidated financial information, parties are considered to be related to the Group if the Group has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Group and the party are subject to common control or common significant influence. Related parties may be individuals or other entities.
In addition to the information disclosed elsewhere in the unaudited condensed consolidated financial information, related party transactions between the Group and the Company and its related parties during the financial year were as follows:
Unaudited Unaudited Audited 1.1.2013 1.3.2012 1.9.2011 to 30.6.2013 to 31.8.2012 to 31.12.2012 US$ US$ US$ Purchased of patents (Note 8) - 14,166,664 14,166,664 Proceeds from convertible loans 257,508 347,806 1,254,482 Payment on behalf of the Chairman 224,935 304,588 244,897 Advances from a director 39,605 93,039 97,854 Receipt on behalf by Chairman - - 400,000 Advances to a joint venture 93,479 - - ============= ============= ==============
Key management compensation
Total Fees/ Salary Defined Share and related contribution option 1.1.2013 1.3.2012 1.9.2011 costs Bonus plans expense to 30.6.2013 to 31.8.2012 to 31.12.2012 US$ US$ US$ US$ US$ US$ US$ Executive Director Christopher Nightingale 120,000 - - - 120,000 131,597 320,000 Dr Goh Swee Ming 77,556 - 1,322 - 78,878 102,990 360,651 Non-Executive Director Richard Lascelles - - - - - 26,356 144,685 Bay Yew Chuan - - - - - 26,356 144,685 Noel Meaney* - - - - - 26,356 124,685 Total Key Management 1.1.2013 to 30.6.2013 197,556 - 1,322 - 198,878 ------------ ------ ------------- -------- ============= Total Key Management 1.3.2012 to 31.8.2012 178,278 - 3,596 131,781 313,655 ============= Total Key Management 1.9.2011 to 31.12.2012 556,746 24,186 15,034 498,740 1,094,706 ==============
*Resigned on 29 November 2012.
The remuneration of Directors is determined by the Remuneration Committee having regard to the performance of individuals and market trends. The remuneration disclosed above includes only the Directors as there is no personnel other than Directors who are considered to be a member of key management of the Group.
20. Segment reporting
Management has determined the operating segments based on the reports reviewed by chief operating decision-maker.
The chief operating decision-maker considers the business from only a business segment perspective, as geographical, management manages and monitors the business only from Singapore. Most of the assets and liabilities are located in Singapore.
The principal operations of the Group relates the provision of technology, hardware and equipment for renewable energy and green energy solutions product in Asia Pacific and Europe region.
In presenting information on the basis of geographical segments, segment revenue is based on the geographical markets.
Distribution of total revenue by geographical markets:
1.1.2013 1.3.2012 1.9.2011 to 30.6.2013 to 31.08.2012 to 31.12.12 Unaudited Unaudited Audited US$ US$ US$ Asia Pacific 5,661 11,290 154,072 Europe - - 12,170,882 ------------- -------------- ------------ 5,661 11,290 12,324,954 ============= ============== ============
The Group has one (31.8.2012: Nil and 31.12.2012: one) major customer in which represent approximately 99% of the Group's total revenue.
21. Subsequent events
Subsequent to the financial period ended 30 June 2013, the Company released the following announcements in respect of the transaction:
- On 18 July 2013, the Company placed an additional 4,500,000 Preferential Offering Shares at US$0.008 per share, raising an additional US$24,320.
- On 25 October 2013, the company placed an additional 60,000,000 Preferential Offering Shares at US$0.005 per share with Cuff Holdings Pte Ltd, raising an additional US$300,000.
- the Company has agreed to engage in a program for the issue of up to US$10m worth of 5% convertible Notes due in 2017 ("Notes") with Advance Capital Partners and the Advance Opportunities Fund. Under this program the Company may issue up to four tranches of Notes, convertible into shares in the company. Each tranche of US$2.5 million is further sub divided into sub tranches of US$50,000 (in the case of the first two tranches) or $100,000 (in the case of the third and fourth tranches). Each of the Notes issue bears interest at 5% per annum and matures 36 months after its issue. The Notes are convertible at either 135% of the average trading prices of the Company's shares for the forty five days prior to the issue of the relevant tranche, or 80% of the average trading price for three consecutive trading days in the forty five days prior to conversion. The Company may decide to decline to draw down Notes in tranches 2, 3 or 4 and may also redeem the Notes rather than convert them in the event that the Conversion price is less than 65% of the average closing price of the shares in the forty five day prior to conversion. It is a condition precedent to the commencement of the ELN Program that the Company's shares trade on the SETS system in London which condition is currently being fulfilled by the Company in conjunction with its Nominated Adviser.
- On 31 March 2014 the company agreed to place a further 50,000,000 shares to Logarajah Subramanian for a consideration of US$250,000.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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