Final Results
Enition PLC
30 June 2006
ENITION PLC
FINAL RESULTS FOR THE YEAR ENDED 31 DECEMBER 2005
Chairman's Statement
I am pleased to report on the results of Enition plc (the 'Company') for the
year ended 31 December 2005. Also included at the end of the report and accounts
is our notice of annual general meeting to be held on 25 July 2006 ('AGM').
Introduction
As shareholders are aware, the Company was admitted to trading on AIM in January
2004. By the end of its financial year to 31 December 2004 the Company had
acquired and liquidated its trading subsidiary CDE Solutions Limited ('CDE') and
became a non-trading entity whose main asset was cash at bank. The report and
accounts presented here covers the twelve month period which ended on 31
December 2005.
Business Review
During the period under review, the Company had no trading business. The loss on
ordinary activities for the period under review amounted to £197,000 resulting
in a loss per share of 0.1 pence. Administrative expenses amounted to £173,000
during the period. Included in that figure were payments of £18,000 to the
liquidator of CDE together with an impairment charge of £17,000 in respect of
the Company's intellectual property. Other administrative costs were tightly
controlled as your Board sought to define and implement a changed business
strategy. In particular, Directors' aggregate remuneration was reduced from
£83,000 in the previous year, to £18,000 in 2005.
As outlined in the report and accounts for the period ended 31 December 2004,
the Board of the Company had been reviewing potential opportunities to acquire
another trading business since its trading subsidiary CDE was put into
liquidation. On 20 October 2005 a group of investors, including and introduced
by me, completed the investment in the Company of £95,000 by way of a
subscription for new ordinary shares in the Company representing 29.80% of the
then issued share capital of the Company. As part of this investment
transaction, the Company also raised a further £200,000 (before expenses) by way
of a placing of new ordinary shares at 0.11p per share. On completion of the
investment, John Stirling, Jonathan (Jason) Teichman and I, were appointed to
the Board and Anthony Leon and Adrian Finn ceased to be directors.
The Company raised a further £661,000 (before expenses) in December 2005, by
placing new ordinary shares at the price of 0.11p per share. At 31 December
2005, the Company had cash balances of £925,000.
Investment Strategy
Since October 2005, your Board has been exploring and reviewing potential
opportunities by way of an investment and/or acquisition as per the Board's
strategy which was set out in the circular to shareholders dated 19 September
2005. Pursuant to this strategy of seeking potential acquisitions, targets and
investments for the Company in the broad energy and sustainable power sectors in
Europe and the Americas, I am pleased to say that the Company has identified
investment proposals in the ethanol industry. The Board is currently reviewing
and undertaking due diligence on potential investments in this area. If the
Board proceeds with any of these investment proposals, it is anticipated that
some or all of the consideration will be satisfied by the issue of new ordinary
shares in the Company at a premium to today's share price.
Your Board believes that the ethanol market offers particularly compelling
investment characteristics. The ongoing strategy of the Company will be to take
significant, minority positions in companies, assets or projects which offer a
broad exposure to the ethanol industry, including facilities management, service
provision, financial services as well as construction and production facilities.
The AIM Rules now require a company that has become an investing company by
divesting itself of its business interest, to seek shareholder approval for its
investment strategy going forward at least annually. Thus one of the resolutions
to be put forward to shareholders at the forthcoming AGM will seek approval for
the Board's investment strategy, as described below:
The ongoing investment strategy of the Company will be to invest in a broad
portfolio of businesses within the ethanol industry, primarily in North America
and Europe. It is anticipated that the majority of these businesses will be
commercial and/or operational, although your Board may also invest in
early-stage opportunities, which demonstrate clear, discernable cash generation
possibilities. Specific areas of focus in the ethanol industry may include:
• facilities management
• service provision
• financial services
• construction and contracting services
• operation and maintenance of plant facilities.
Investments will normally be in the region of £2 million to £15 million and may
range from minority positions to full acquisitions. The Company's involvement in
the management of companies in which it invests will vary from case to case,
taking into account its level of ownership and nature of the project.
The Directors consider that their broad collective experience in the renewable
energy, ethanol and financial services sectors will assist them in the
identification and evaluation of suitable acquisition targets. Where necessary,
they will engage external professionals to assist in this process and subsequent
due diligence.
If an investment or acquisition has not been made by the time of the
announcement of the Company's financial results for the year ending 31 December
2006, the Company will put forward proposals to shareholders as to the future
strategy and direction of the Company and appropriate use of shareholders'
funds.
Name Change
Since the Board is intending to make investments in ethanol related companies
and projects, it is proposing to change the name of the Company to 'Ethanol
Investments plc'. Accordingly, one of the resolutions to be put to shareholders
at the forthcoming AGM will seek approval of the shareholders for that change.
Board and Management Changes
To position the Company to pursue its proposed investment strategy in ethanol
related projects, Jonathan (Jason) Teichman and Emma Myers will resign from the
Board effective from the conclusion of the AGM.
Conditional on the investment strategy in resolution 5 being approved by
shareholders, Wilton L. Adcock will be appointed as a senior consultant to the
Company effective from the conclusion of the AGM. Wilton Adcock's details are as
follows:
Wilton L. ('Bill') Adcock, aged 73
Bill Adcock is based in Rocky Mount, North Carolina and has extensive experience
in the North American ethanol industry. In particular, Mr. Adcock has been
involved in the construction of small volume ethanol plants. He was responsible
for the planning, construction and operation of the Heartland Ethanol Plant in
Winthrop, Minnesota. Mr. Adcock was responsible for the development of the
Heartland Corn Products project and was retained by Heartland Corn Products for
eighteen months to act as the General Manager of the plant. He has extensive
experience as a consultant in the ethanol and agricultural industry and has a
Bachelor Degree from North Carolina State University in Animal Industry Science.
In addition to the appointment of Bill Adcock as a senior consultant, the
Company proposes to strengthen the Board of the Company with appointments of
ethanol and financial service-related experienced executives, once suitable
candidates are identified.
I look forward to welcoming you to the AGM.
Peter Greensmith
Executive Chairman
29 June 2006
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2005
2005 2004
£000 £000
Turnover - -
Cost of sales - -
_______ _______
Gross profit - -
Administrative expenses:
- investment in subsidiary written off - (4,500)
- loans to subsidiary written off - (1,041)
- other (173) (187)
_______ _______
Operating loss (173) (5,728)
Interest payable (25) -
Interest receivable 1 7
_______ _______
Loss on ordinary activities before and after tax and loss
for the financial year (197) (5,721)
======= =======
Loss per share - basic and diluted 0.1p 4.1p
BALANCE SHEET
AS AT 31 DECEMBER 2005
2005 2004
£000 £000
Fixed assets
Intangible assets - 17
Investments - -
______ ______
- 17
______ ______
Current assets
Debtors 3 1
Cash at bank 925 34
______ ______
928 35
Creditors: amounts falling due within one year (81) (378)
______ ______
Net current assets/(liabilities) 847 (343)
______ ______
Net assets/(liabilities) 847 (326)
====== ======
Share capital and reserves
Called up share capital 538 508
Share premium account 1,952 612
Profit and loss account (1,643) (1,446)
______ ______
Shareholders' funds/(deficit) 847 (326)
====== ======
CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2005
2005 2004
£000 £000
Reconciliation of operating loss to net
cash outflow from operating activities
Operating loss (173) (5,728)
Loans to subsidiary written off - 1,041
Investment in subsidiary written off - 4,500
Intellectual property impairment 17 -
Expenses satisfied by the issue of shares 47 92
Increase in debtors (2) (1)
Increase in creditors 33 48
______ ______
Net cash outflow from operating activities (78) (48)
Returns on investment and servicing of finance
Interest received 1 7
Capital expenditure and financial investment
Purchase of intangible fixed assets - (17)
______ ______
Cash outflow before financing (77) (58)
______ ______
Financing
Issue of ordinary share capital 956 1,046
Expenses of share issues (30) (243)
Loans received 42 330
Loans advanced - (1,041)
______ ______
968 92
______ ______
Increase in cash for the year 891 34
====== ======
Notes
1. Basis of preparation
The financial information set out above does not constitute the company's
statutory accounts, within the meaning of Section 240 of the Companies Act 1985,
for the year ended 31 December 2004 or 2005, but is derived from those accounts.
Statutory accounts for the year ended 31 December 2004 have been filed with the
Registrar of Companies. The statutory accounts for 2005 will be delivered to the
Registrar of Companies in due course. The auditors have reported on those
accounts; their report was unqualified and did not contain a statement under
Section 237(2) or (3) of the Companies Act 1985. The Company's Annual Report and
Accounts will be sent to shareholders on 30 June 2006 and will be made available
to the public at the Company's registered office, Number 14, The Embankment,
Vale Road, Heaton Mersey, Stockport, Cheshire SK4 3GN.
The financial information has been prepared on a basis consistent with the
accounting policies disclosed in the Group's 2004 Report and Accounts.
2. Dividend
No dividend has been proposed in respect of the year.
3. Loss per share
The calculation of loss per share is based on the loss for the financial year of
£197,000 (2004 - £5,721,000 loss) and a weighted average number of ordinary
shares in issue during the year of 341,077,882 (2004 - 140,155,709).
Exercise of the Company's share options would not result in any dilution in the
loss per share.
This information is provided by RNS
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