Final Results
Impax Group PLC
19 December 2007
IMPAX GROUP PLC
PRELIMINARY STATEMENT OF RESULTS
FOR THE YEAR ENDED 30 SEPTEMBER 2007
Impax Group plc, the AIM quoted investment company which focuses exclusively on
the environmental markets sector, today announces its preliminary results for
the year ended 30 September 2007.
Highlights
• Significant increase in profits to £1,820,654 (2006:
£495,680, restated in accordance with International Financial Reporting
Standards).
• Expansion in funds under management and advisory ('AUM')
to £984 million at 30 September 2007 (2006: £434 million; 2005: £170 million).
AUM on 14 December 2007 were £1.09 billion.
• Peter Gibbs, former Chief Investment Officer of Merrill
Lynch Investment Managers (outside the United States) and Mark White, former
Head of JPMorgan Fleming Asset Management's International Institutional Group
shortly to join the Board.
Commenting on the results, Keith Falconer, Chairman, said:
'Companies active in the environmental sector are prospering from demand linked
to long-term drivers, particularly rising energy costs, unusual weather patterns
and concerns over climate change. Impax's rising profitability demonstrates our
ability to make successful investments in the sector and thereby attract
additional funds to manage.'
For further information please contact
Keith Falconer, Chairman 07747 066 637
Impax Group plc
Ian Simm, Chief Executive 020 7432 2619
Impax Group plc
Mark Dickenson, Managing Director 020 7426 9000
Landsbanki Securities (UK) Ltd
CHAIRMAN'S STATEMENT
Impax has once again made strong progress, and I am very pleased to be able to
report that our assets under management and advisory ('AUM') grew substantially
during the year, expanding from £434 million on 1 October 2006 to £984 million
on 30 September 2007, and further to £1.09 billion on 14 December 2007. This
progress has led to a significant rise in profitability.
The drivers of the environmental sector in which we invest continue to be
supportive of our business. This year, high fossil fuel prices, sustained
concerns over energy security, the prevalence of 'unusual' weather patterns and
heightened awareness of the effects of pollution on health and industrial
productivity have featured in the press almost daily. Similarly, there is
plenty of evidence that governments in developed and many less-developed
countries are adopting tougher legislation to address these issues. Talk that '
environmental investing' is fashionable and/or temporary is therefore, in our
view, way off the mark.
Responding to these drivers, quoted and privately-owned companies continue to
present attractive investment opportunities for our specialist investment
professionals. Most of the markets that we are targeting are expected to grow
at double-digit annual rates over the medium term, and we have typically been
able to back those businesses that can translate this growth into strong
expansion of earnings and/or cash flow.
The further development of our business will be based on success in a number of
areas. The attraction and retention of high quality staff is crucial if we are
to sustain strong investment performance and develop new, innovative products.
As discussed further below, our proposed new long-term incentive scheme is a key
component of our planning in this area. In addition, the cost-effective
distribution of our products in multiple countries is necessary to support
profitable growth. To this end, we recently established relationships with
partners who will promote our services in Japan, the United States and
Scandinavia, and, today, we have signed a distribution agreement with BNP
Paribas Asset Management covering parts of Europe and Asia. Finally, robust
back-office arrangements are essential if we are to manage growth within an
increasingly complex regulated environment. During 2007, we have made several
additional hires in this area, including a full-time Head of Compliance.
RESULTS FOR THE YEAR
Turnover for the year was £7,114,695 (2006: £3,840,030), an 85% increase over
the year. Profit before tax was £1,820,654 (2006: £495,680, restated in
accordance with IFRS, as explained below). These results include a charge of
£357,000 (2006: £316,200) for shares in the Group's long term incentive scheme.
The Group has decided to 'early adopt' and prepare all future consolidated
financial statements in accordance with International Accounting Standards and
International Financial Reporting Standards (jointly 'IFRS'), as adopted by the
European Union and applicable to all AIM quoted companies for financial
reporting periods beginning on or after 1 January 2007. This statement contains
the Group's first full year results to be published under IFRS.
The comparative results at 30 September 2006 have been restated to reflect the
change in accounting treatment under IFRS.
ASSET MANAGEMENT
Impax should be regarded as a specialist investment boutique as, in future, we
expect to derive our entire turnover from this activity. A very small Corporate
Finance activity remains however, which has generated turnover for the year of
£465,000 (2006: £327,838) excluding charges made for services provided to other
Group activities.
Quoted Equities
Our largest team, led by Bruce Jenkyn-Jones, manages funds that invest
predominantly in listed companies. AUM in this division amounted to £881
million at the end of September 2007. More detail is provided below:
• Impax Environmental Markets plc ('IEM')
Performance of the IEM investment trust has remained strong: over the 12 months
to 30 September 2007, IEM's NAV per share increased by 24.3% while the MSCI
World Index was up by 9.1% over the same period. To satisfy investor demand,
IEM completed a further 'C' share issue on 21 September 2007, which raised an
additional £105 million of net assets. IEM's year end AUM was £377 million
compared to £199 million at the start of the year.
• Impax Environmental Markets (Ireland) ('IEMI')
The open-ended version of IEM has maintained a similar investment performance to
that of the trust. We have been pleased by the level of inflows into this fund,
particularly from UK-based private banks: IEMI's net assets started the year at
£56 million and were £180 million at year end.
• White Label Funds
Our business managing or advising white label funds has also expanded
significantly during the year. Two of our core clients (the Netherlands-based
ASN Environment and Water Fund and the Luxembourg-listed Parworld Environmental
Opportunities Fund) reported strong performance and also accepted relatively
large inflows. As a result, white label funds targeting small cap stocks grew
from £76 million to £281 million over the year.
Many of the investments in these portfolios have liquidity constraints, meaning
that as our AUM grows in this area, it will become more difficult to buy or sell
all the shares that we need without impacting performance. However, such has
been the growth in environmental markets in recent years that larger quoted
companies are now entering the sector. This presents an excellent opportunity
for Impax's specialist investment team to capture value from investments in the
larger more liquid stocks that are beginning to drive environmental markets.
With these factors in mind, in September 2007 we announced the launch of a new
investment strategy focusing on larger quoted companies. We believe that this
will allow us to continue to grow AUM in quoted equity products for the
foreseeable future. The first important development in this area was IAM being
appointed investment advisor to the DIAM World Environmental Business Fund, an
open-ended fund available to Japanese investors, which launched on 19 September
2007 with £27 million of assets. In addition, in partnership with BNP Paribas
Asset Management, we have recently accepted mandates to advise small white label
funds in Korea and Malaysia.
• Index Products
As interest worldwide in environmental investing has expanded, particularly
among institutional investors, we have received many requests for information on
the Impax ET50 Index, a basket of smaller quoted companies active in the
environmental sector, which we have been running since 1999. Two months ago,
encouraged by this interest, we announced a partnership with FTSE to
commercialise this index and develop additional indices to meet demand. We
expect some limited revenues from this activity during 2008.
Private Equity
Funds investing exclusively in private equity totalled £100 million at the end
of the year.
Our principal private equity fund, Impax New Energy Investors LP, which is
targeting investments in projects and related assets in the European renewable
energy sector, made further commitments during the year. Against a backdrop of
supportive regulation and high power prices, our team, which is led by Peter
Rossbach, reviewed a large number of investment opportunities and is actively
working to invest the remainder of the fund's capital.
Separately, and led by Nigel Taunt, our work to invest development capital
(currently sourced from IEM and IEMI) in established private companies made good
progress. At the end of the period, we were managing investments in four such
companies and we expect to conclude additional transactions in the near future.
As our private equity track record grows, we will actively review opportunities
to expand our AUM in this area.
Impax Absolute Return Fund
As I reported in the interim statement, on 21 May 2007 we launched Impax
Absolute Return Fund, an open-ended fund managed by Hubert Aarts that is
investing long and short in equities in the environmental and related sectors.
This fund has performed well in a particularly volatile equity market: between
launch and 31 October 2007, the fund's NAV per share grew by 2.3%, significantly
ahead of the MSCI World Index, which rose by 0.3% (in local currency) over the
same period. We are maintaining our dialogue with prospective investors with a
view to expanding the fund's capital base.
BALANCE SHEET AND CASH FLOW
During the year, the Company carried out a balance sheet reorganisation which
was approved by shareholders in June 2007 and which received High Court approval
on 22 August 2007.
As a consequence of past losses, the Company had a large deficit in its
reserves, which, as a result of the reorganisation, it has been able to
eliminate by the cancellation of the deferred shares and share premium account.
The surplus arising from this cancellation created a special reserve of
£3,788,477.
The Company gave undertakings to the Court to maintain this special reserve
until all creditors outstanding on 22 August 2007 had either been paid or given
their consent to the Company to transfer the balance to revenue reserves. The
Company has now made creditor payments and obtained the necessary consents to
enable it to transfer £3,788,477 from the special reserve to retained earnings.
Positive retained earnings have resulted from the reorganisation which will now
potentially become distributable, enabling Impax to either pay a dividend and/or
to buy back shares in future.
As detailed in the financial statements, our rising profitability has flowed
through to positive cash flow.
BOARD OF DIRECTORS
I believe your Board has been highly effective in guiding the Company's
turnaround and, I hope, positioning it for future growth. To support the
development of our business from here, I am pleased to announce that we will
shortly be appointing two experienced non-executive directors, who have both
enjoyed very successful careers within the fund management industry. Peter
Gibbs has spent more than 30 years in the investment management sector,
including 16 years at Merrill Lynch Investment Managers (previously Mercury
Asset Management), where, between 2002 and 2005 he was Chief Investment Officer
for MLIM outside the US. Since 2005 he has held a number of non-executive
positions, including Director of Evolution Group plc and Chairman of the
Trustees of the Merrill Lynch Pension Fund. Mark White also has over 30 years
of experience in the sector, mostly with the Fleming group of companies. He was
Chief Executive of Jardine Fleming Investment Management in Hong Kong from March
1996 until January 2001 and then headed JPMorgan Fleming Asset Management's
International Institutional Group. Since March 2005 he has been Chief Executive
of KGR Capital in London, which advises on hedge fund portfolios specialising in
the Asian region.
As part of the Board's transition, Simon Morris and Nigel Taunt will be stepping
down at the conclusion of the Company's forthcoming Annual General Meeting. It
is customary to pay tribute to retiring directors and, on this occasion, I want
to express my deepest thanks to them in helping us to secure the bright future
we face today. Simon, as a non-executive director, has given us both time and
support well beyond what one would normally expect, while Nigel, who leads our
development capital activities, continues to make a valuable contribution to the
Company.
EMPLOYEE SHARE OWNERSHIP
Almost three years ago, following shareholder approval, the Company established
a long-term incentive scheme in order to reward key employees with shares in the
Company and thereby further align the interests of employees and shareholders.
I would like to think that this scheme has been an important component of our
recent success.
We expect all the shares available within our current scheme to have been
granted in early 2008. We have been reviewing options for increasing employee
share ownership in the Company, and expect to publish a detailed proposal to
extend this scheme in the near future.
PROSPECTS
As I have reported in previous statements, the medium-term economic and
political background against which we operate is very supportive of our
activities. Nevertheless, the events of the past six months have once again
illustrated the fragility of equity markets.
At the time of writing, there is a great deal of uncertainty as to whether
economic slowdown in the United States and elsewhere will lead to a sustained
flight of capital from quoted securities. If, indeed, we are already
experiencing a 'bear' market, it is unlikely that our business will be
unaffected. With this scenario in mind, we are pleased that many of our core
clients are institutional investors who typically are able to take a medium to
long-term view of the potential of our sector.
With the support of the Board, Ian Simm, our Chief Executive, has been very
successful in building the Impax business. We now have a strong platform on
which to extend our track record of building AUM and profits, and I remain very
confident that we can continue to grow shareholder value.
J Keith R Falconer
19 December 2007
CONSOLIDATED PROFIT AND LOSS ACCOUNT
Year ended 30 September 2007
2007 2006
(restated)
Note £ £
REVENUE 7,114,695 3,840,030
Operating costs (5,503,453) (3,383,528)
Operating profit 4 1,611,242 456,502
Interest receivable and similar income 209,412 137,699
Interest payable and similar charges - (98,521)
PROFIT ON ORDINARY ACTIVITIES
BEFORE TAXATION 1,820,654 495,680
Taxation 5 (531,275) 388,255
PROFIT FOR THE YEAR ATTRIBUTABLE
TO EQUITY SHAREHOLDERS 1,289,379 883,935
EARNINGS PER SHARE 8
Basic 1.20p 1.59p
Diluted 1.53p 2.16p
CONSOLIDATED BALANCE SHEET
As at 30 September 2007
Note 2007 2006
(restated)
£ £
NON-CURRENT ASSETS
Goodwill 9 1,629,097 1,629,097
Other intangible fixed assets 34,545 -
Property, fixtures and equipment 47,206 24,433
Investments 14,357 14,357
1,725,205 1,667,887
CURRENT ASSETS
Trade and other receivables due after one year 1,208,531 1,593,507
Trade and other receivables due within one year 1,905,711 1,904,235
Investments 10 1,619,854 72,752
Cash and cash equivalents 4,553,684 2,549,652
9,287,780 6,120,146
TOTAL ASSETS 11,012,985 7,788,033
EQUITY AND LIABILITIES
Ordinary shares 1,094,991 9,591,824
Share premium 11 18,970 2,723,483
Exchange equalisation reserve 11 (1,002,117) (845,410)
Treasury shares 11 (167,771) (148,801)
Other reserve 11 894,359 487,355
Profit and loss account 7,208,738 (5,320,707)
8,047,170 6,487,744
CURRENT LIABILITIES
Trade and other payables 2,965,815 1,300,289
TOTAL EQUITY AND LIABILITIES 11,012,985 7,788,033
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Year ended 30 September 2007
Note Share capital Share premium Special reserve Exchange
equalisation
reserve
£ £ £ £
Balance at 1 October 2005 8,973,635 835,794 - (713,831)
Profit for the year - - - -
Exchange differences on - - - (131,579)
consolidation
Conversion of Loan Stock 537,439 1,905,465 - -
Loan Stock costs of issue - (93,877) - -
written off
Net issue of shares to 80,750 76,101 - -
Employee Benefit Trust
Accrued cash equivalent of - - - -
share options receivable by
NOMAD
Balance at 30 September 2006 9,591,824 2,723,483 - (845,410)
(restated)
Profit for the year - - - -
Exchange differences on - - - (156,707)
consolidation
Cancellation of deferred 11 (8,516,583) (2,723,483) 3,788,477 -
shares and share premium
account
Transfer from special reserve 11 - - (3,788,477) -
to retained earnings
Net issue of shares to 19,750 18,970 - -
Employee Benefit Trust
Accrued cash equivalent of - - - -
share options receivable by
NOMAD
Balance at 30 September 2007 1,094,991 18,970 - (1,002,117)
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Year ended 30 September 2007 (continued)
Note Treasury shares Other reserve Retained Total
Earnings
£ £ £ £
Balance at 1 October 2005 (72,700) 154,488 (6,204,642) 2,972,744
Profit for the year - - 883,935 883,935
Exchange differences on - - (131,579)
consolidation
Conversion of Loan Stock - - 2,442,904
Loan Stock costs of issue - - - (93,877)
written off
Net issue of shares to (76,101) 316,200 - 396,950
Employee Benefit Trust
Accrued cash equivalent of - 16,667 - 16,667
share options receivable by
NOMAD
Balance at 30 September 2006 (148,801) 487,355 (5,320,707) 6,487,744
(restated)
Profit for the year - - 1,289,379 1,289,379
Exchange differences on - - - (156,707)
consolidation
Cancellation of deferred 11 - - 7,451,589 -
shares and share premium
account
Transfer from special reserve 11 - - 3,788,477 -
to retained earnings
Net issue of shares to (18,970) 357,000 - 376,750
Employee Benefit Trust
Accrued cash equivalent of - 50,004 - 50,004
share options receivable by
NOMAD
Balance at 30 September 2007 (167,771) 894,359 7,208,738 8,047,170
CONSOLIDATED CASHFLOW STATEMENT
Year ended 30 September 2007
2007 2006
(restated)
£ £
CASH FLOWS FROM FROM OPERATING ACTIVITIES
Operating profit 1,611,242 456,502
Adjustments for:
Depreciation of property, fixtures & equipment 16,715 12,323
Amortisation of intangible assets 5,998 -
Revaluation of investment (40,251) 7,000
Movement on treasury shares (18,970) (76,101)
Movement on share premium 18,970 76,101
Share-based transactions 407,004 332,867
Translation differences (156,707) (131,579)
OPERATING CASHFLOWS BEFORE MOVEMENT IN WORKING 1,844,001 677,113
CAPITAL
Decrease in receivables 140,443 201,793
Increase in payables 1,381,542 660,299
NET CASH GENERATED BY OPERATING ACTIVITIES 3,365,986 1,539,205
Investing activities:
Interest received 209,412 137,699
Interest paid - (51,582)
Purchase of investments (1,506,851) (255)
Purchase of property, fixtures & equipment (80,031) (23,616)
NET CASH (USED IN)/GENERATED BY INVESTMENT (1,377,470) 62,246
ACTIVITIES
Financing activities:
Share capital issued 19,750 80,750
NET CASH GENERATED BY FINANCING ACTIVITIES 19,750 80,750
NET INCREASE IN CASH AND CASH EQUIVALENTS 2,008,266 1,682,201
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 2,545,388 (1,438,901)
Non-cash transactions:
Conversion of loan stock - 2,302,088
CASH AND CASH EQUIVALENTS AT END OF YEAR 4,553,654 2,545,388
IMPAX GROUP PLC
NOTES TO THE PRELIMINARY STATEMENT
1 NATURE OF THE FINANCIAL INFORMATION
The financial information set out above does not constitute full
accounts for the purposes of International Financial Reporting and Accounting
Standards. The financial information has been extracted from the Group's
accounts for the year ended 30 September 2007 on which the auditors, Mazars LLP,
have given an unqualified opinion.
2 ACCOUNTING POLICIES
The 2007 financial statements are the Group's first consolidated
financial statements prepared under International Financial Reporting and
Accounting Standards. The financial statements have been prepared in accordance
with International Financial Reporting Standards adopted for use by the European
Union and therefore comply with Article 4 of the EU IAS Regulation.
Basis of consolidation
The consolidated financial statements incorporate the financial
statements of the Company and enterprises controlled by the Company (its
subsidiaries) made up to 30 September each year. Control is achieved where the
Company has the power to govern the financial and operating policies of a
subsidiary.
Subsidiaries are accounted for using the acquisition method of
accounting whereby the Group's results include the results of the acquired
business from the date of acquisition.
All intra-group transactions and balances are eliminated on
consolidation.
Investments in associates
An associate is an entity over which the Group has significant influence and is
neither a subsidiary nor an interest in a joint venture. Significant influence
is the power to participate in the financial and operating policy decisions of
the investee but is not control or joint control.
Investments that are held by the Group are carried in the balance sheet at fair
value even though the Group may have significant influence over those companies.
This treatment is permitted by IAS 28, Investment in Associates, which allows
investments held by venture capital and similar organisations to be excluded
from the scope of IAS 28 investments in Associates provided that those
investments upon initial recognition are designated as fair value through profit
or loss and accounted for in accordance with IAS 39 Financial Instruments:
Recognition and Measurement, with changes in fair value recognised in profit or
loss in the period of change.
Goodwill
Goodwill arising on consolidation represents the excess of the cost of
acquisition over the fair value of the identifiable assets, liabilities and
contingent liabilities of a subsidiary, associate or jointly controlled entity
at the date of acquisition. Goodwill is recognised as an asset and is tested for
impairment annually, or on such occasions that events or changes in
circumstances indicate that its value might be impaired.
On disposal of a subsidiary, the attributable amount of unamortised goodwill,
which has not been subject to impairment, is included in the determination of
the profit or loss on disposal.
Positive goodwill arising on acquisitions before the date of the transition to
International Financial reporting Standards has been retained at the previous UK
GAAP amount subject to being tested for impairment at that date.
Impairment
At the balance sheet date, the Group reviews the carrying amount of its tangible
and intangible assets to determine whether there is any indication that those
assets have suffered an impairment loss or if events or changes in circumstances
indicate that the carrying value may not be recoverable. If any such indication
exists, the recoverable amount of the asset is estimated in order to determine
the extent of the impairment loss (if any). Where it is not possible to estimate
the recoverable amount of an individual asset, the Group estimates the
recoverable amount of the cash-generating unit to which the asset belongs.
If the recoverable amount of an asset is estimated to be less than its carrying
amount, the impairment loss is recognised as an expense, unless the relevant
asset is land and buildings at a revalued amount, in which case the impairment
loss is treated as a revaluation decrease.
When an impairment loss subsequently reverses, the carrying amount of the asset
is increased to the revised estimate of its recoverable amount, but so that the
increased carrying amount does not exceed the carrying amount that would have
been determined had no impairment loss been recognised for the asset. A reversal
of an impairment loss is recognised as income immediately, unless the relevant
asset is carried at a revalued amount, in which case the reversal of the
impairment loss treated as a revaluation increase. Impairment losses relating to
goodwill are not reversed.
Employee Benefit Trust
In accordance with SIC 12 'Consolidation - special purpose entities', the
Company includes the assets and liabilities of that trust within its balance
sheet. In the event of the winding up of the Company, neither the shareholders
nor the creditors would be entitled to the assets of the employee benefit trust.
Investment in own shares held in connection with the Group's employee share
schemes are deducted from the shareholders' funds in accordance with IAS 32 '
Financial instruments: disclosure and presentation' until such time as they vest
unconditionally to participating employees.
The fair value of employee services received in exchange for the grant of shares
is recognised as an expense. The total amount to be expensed rateably over the
performance period is determined by reference to the fair value of the shares
determined at the grant date.
3 GEOGRAPHICAL ANALYSIS OF REVENUE, OPERATING PROFIT AND NET ASSETS
Revenue relates solely to the principal activities of the Group.
Consolidated revenue
2007 2006
(restated)
£ £
UK 6,772,827 3,540,040
Europe 341,868 299,990
USA - -
7,114,695 3,840,030
Consolidated operating profit
2007 2006
(restated)
£ £
UK 1,611,787 457,482
Europe - -
USA (545) (980)
1,611,242 456,502
Consolidated net assets
2007 2006
(restated)
£ £
UK 6,661,945 4,617,514
Europe 913 (10,747)
USA 1,384,312 1,880,977
8,047,170 6,487,744
4 OPERATING PROFIT
Operating profit is stated after charging £357,000 for a long term
incentive scheme charge (2006: £316,200).
On 4 February 2005 shareholders approved the establishment by the Company of the
Impax Group Employee Benefit Trust (the 'EBT') as part of the Company's employee
incentive arrangements.
On 14 September 2007 the Company allotted 1,975,000 Ordinary Shares at a price
equal to the nominal value of 1p per share to Sanne Trust Company Limited,
trustee of the EBT. The EBT subsequently sold 78,035 Ordinary Shares for £19,750
to provide funding relating to the purchase of Ordinary Shares by the EBT.
Following the sale the EBT is interested in 16,777,045 Ordinary Shares
representing 15.32% of the Ordinary Shares in issue at 30 September 2007. The
potential beneficiaries of the EBT include the executive directors and employees
of the Group and their respective families.
On 30 September 2007 7,270,000 of the Ordinary Shares held by the EBT vested to
employees and their families.
The allocation of Ordinary Shares to employees and their families via the EBT by
the Company in 2005, 2006 and 2007 as part of the long term incentive scheme has
given rise to a charge of £357,000 (2006: £316,200) to the income statement for
the year. This forms part of a total charge of £1,069,539, being:
- £463,464 evenly spread over the three years to 30 September 2007,
which is the performance period for the 2005 share award
- £485,143 evenly spread over the three years to 30 September 2008,
which is the performance period for the 2006 share award
- £120,932 evenly spread over the three years to 30 September 2009
which is the performance period for the 2007 share award
It is calculated in accordance with the requirements of IFRS 2 'Share based
payments' by reference to the mid market price of an Ordinary Share of 6.375p on
the approval date of 4 February 2005 and on the Directors' assumption that the
EBT performance criteria will be met and all of the shares will vest to
employees and their families. The date of 4 February 2005 has been agreed to be
the grant date for all shares issued to employees and their families as this was
the date when substantially all terms and conditions of the scheme were agreed
by all parties.
5 TAX ON PROFIT ON ORDINARY ACTIVITIES
Analysis of charge for the year 2007 2006
£ £
Current tax:
UK corporation tax on profits for the period 288,218 -
Deferred tax:
Release/(realisation) of deferred tax asset 243,057 (388,255)
Taxation 531,275 (388,255)
Factors affecting the tax charge for the year 2007 2006
£ £
Profit on ordinary activities before taxation 1,820,654 495,680
Tax at 30% of profit on ordinary activities before 546,196 148,704
Taxation
Effects of:
Non-deductible expenses 118,713 111,660
Capital allowances (9,540) (4,717)
Non chargeable income - (3,240)
Losses utilised (367,151) (252,407)
Current year tax charge 288,218 -
The Group has tax losses of approximately £2.7m (2006: £4.0m) available for
offset against future taxable profits in the UK. A deferred tax asset of
£145,198 (2006: £388,255) has been recognised in respect of £483,994 (2006:
£1,294,183) of such losses due to the predictability of future profit streams.
6 FOREIGN CURRENCIES
The results of subsidiary undertakings reporting in foreign currencies are
translated at the average rate ruling in the accounting year (US$1.98: £1; 2006:
US$1.80: £1) and the assets and liabilities at the rate ruling at the balance
sheet date (US$2.05: £1; 2006: US$1.87: £1).
7 DIVIDENDS
No dividend is proposed.
8 EARNINGS PER SHARE
In order to show results from operating activities on a comparable basis, an
adjusted profit per share has been calculated which excludes the long term
incentive scheme charge of £357,000 (2006: £316,200).
Profit for the year Ordinary shares in Earnings per share
issue (weighted
average)
£
2007
Basic 1,289,379 107,616,084 1.20p
Diluted 1,646,379 107,616,084 1.53p
2006 (restated)
Basic 883,935 55,592,580 1.59p
Diluted 1,200,135 55,592,580 2.16p
During 2006 £2,442,906 Convertible unsecured loan stock was converted into
53,743,932 ordinary shares. Had this conversion taken place at the beginning of
that year the earnings per share for 2006 would have been as follows:
2006 (restated)
Basic 883,935 100,488,893 0.88p
Diluted 1,200,135 100,488,893 1.19p
9 GOODWILL - GROUP
Analysis of charge for the year Goodwill
(restated)
£
Cost
At 1 October 2006 and 30 September 2007 2,830,097
Amortisation
At 1 October 2006 and 30 September 2007 1,201,000
Net book value
At 1 October 2006 and 30 September 2007 1,629,097
Goodwill arose on the acquisition of Impax Capital Limited on 18 June 2001.
Management assess the carrying value of goodwill annually based on the results
and forecasts of this company and Impax Asset Management Limited which,
combined, are considered to be one cash-generating unit.
10 CURRENT ASSET INVESTMENTS
Unlisted Investment Listed Investment Total
£ £ £
Cost or Valuation
At 1 October 2006 11,344 61,408 72,752
Additions - 1,506,851 1,506,851
Revaluations - 40,251 40,251
At 30 September 2007 11,344 1,608,510 1,619,854
Net book value
At 30 September 2007 11,344 1,608,510 1,619,854
At 30 September 2006 11,344 61,408 72,752
In 1999, the Group received shares in Ensyn Group Inc. ('Ensyn') in lieu of
corporate finance fees. This unlisted investment was originally valued at
£165,000 but in 2002 full provision was made for impairment in value.
In April 2005, Ensyn merged with a subsidiary of Ivanhoe Energy Inc.
('Ivanhoe'), a listed company. The consideration for this merger took the form
of a combination of cash, shares in Ivanhoe and shares in Ensyn renewables. The
impairment of the Ensyn shares was written back. The Group received £236,609
from the cash consideration and part disposal of its holding in Ivanhoe in 2005.
40,096 shares of Ivanhoe were released from escrow account in April 2007. Of
these, 30,100 were sold in November 2007 for £34,440 realising a profit of
£6,056 on the year end valuation. The remaining 40,095 shares, representing 50%
of the shares held at year end, are held in an escrow account until April 2008.
The listed investment is revalued to market value. The unlisted investment is
valued at the lower of cost and net realisable value.
On 21 May 2007, the Company made an investment of €2,200,000 (£1,506,851) in the
Impax Absolute Return Fund ('IARF'). The investment took the form of a
subscription of 22,000 Euro Class A shares in the IARF, at €100 per share. The
IARF, which is managed by a subsidiary undertaking of the Company, launched on
21 May 2007 and had a total net asset value ('NAV') of £3,284,195 at 30
September 2007. The Group's investment in the IARF represents 45.88% of the NAV
at 30 September 2007. The Directors are of the opinion that this investment does
not constitute an associate undertaking due to insignificant control and
influence.
This listed investment is revalued to market value.
11 RESERVES
During the year, the Company carried out a balance sheet reorganisation which
was approved by shareholders in June 2007 and which received High Court approval
on 22 August 2007. The result of this reorganisation was to eliminate the
deficit on reserves by cancellation of the deferred shares and share premium
account. The surplus arising from this cancellation created a special reserve of
£3,788,477.
The Company gave undertakings to the Court to maintain this special reserve
until all creditors outstanding on 22 August 2007 had either been paid or given
their consent to the Company to transfer the balance to revenue reserves. The
Company has now made creditor payments and obtained the necessary consents to
enable it to transfer £3,788,477 from the special reserve to revenue reserves.
In accordance with the requirements of SIC 12 'Consolidation - special purpose
entities' and IAS 32, the assets and liabilities of the EBT have been included
in the Company's and Group's accounts resulting in the inclusion of £167,771
treasury shares, £18,970 share premium and £827,688 included in other reserves.
On 31 May 2006, the Company appointed Landsbanki Securities (UK) Limited ('
Landsbanki'), (formerly Bridgewell Securities Limited) as nominated advisor and
broker ('NOMAD') to the Group. For the twelve months following their appointment
they received an option over 500,000 shares in the Company, exercisable at 20p
within three years. For the period between twelve and twenty-four months
following their appointment they will receive a further option over 388,215
shares in the Company exercisable at 25.76p within three years.
In 2007, £50,004 (2006: £16,667) was charged to the Income statement and
credited to other reserves to reflect the cash equivalent of this compensation.
12 FIRST TIME ADOPTION OF INTERNATIONAL FINANCIAL REPORTING STANDARDS
This is the first year that the Group has presented its financial statements
under International Financial Reporting Standards. The following disclosures are
required in the year of transition. The last financial statements under UK GAAP
were for the year ended 30 September 2006 and the date of transition to
International Financial Reporting Standards was therefore 1 October 2005.
Effect of the change to IFRS on the Consolidated Balance Sheet at 30 September 2006
UK GAAP IFRS 3 IFRS
30 Sept 06 Goodwill 30 Sept 06
£'000 £'000 £'000
Non-current assets
Goodwill 1,346,493 282,604 1,629,097
Property, plant and equipment 24,433 - 24,433
Fixed asset investments 14,357 - 14,357
1,385,283 282,604 1,667,887
Current assets
Trade and other receivables due after 1,593,507 - 1,593,507
one year
Trade and other receivables due within one 1,904,235 - 1,904,235
year
Investments 72,752 - 72,752
Cash and cash equivalents 2,549,652 - 2,549,652
6,120,146 - 6,120,146
Current liabilities (1,300,829) - (1,300,829)
Net current assets 4,819,857 - 4,819,857
Total net assets 6,205,140 282,604 6,487,744
Capital and reserves attributable to equity holders of the parent
Ordinary shares 9,591,824 - 9,591,824
Share premium 2,723,483 - 2,723,483
Exchange equalisation reserve (845,410) - (845,410)
Treasury shares (148,801) - (148,801)
Other reserves 487,355 - 487,355
Retained earnings (5,603,311) 282,604 (5,320,707)
Total Equity 6,205,140 282,604 6,487,744
Effect of the change to IFRS on the Consolidated Income Statement for the year ended 30 September
2006
UK GAAP IFRS 3 IFRS
30 Sept 06 Goodwill 30 Sept 06
£'000 £'000 £'000
Revenue 3,840,030 - 3,840,030
Operating expenses
Goodwill amortisation (282,604) 282,604 -
Long term incentive scheme charge (316,200) - (316,200)
Revaluation of investments (7,000) - (7,000)
Other operating expenses (3,060,328) - (3,060,328)
(3,666,132) 282,604 (3,383,528)
Operating profit
Continuing operations 173,898 282,604 456,502
Net interest receivable 39,178 - 39,178
Profit on ordinary activities before 213,076 282,604 495,680
taxation
Taxation 388,255 - 388,255
Profit attributable to the Group 601,331 282,604 883,935
Effect of the change to IFRS on the Consolidated Cashflow Statement for the year
ended 30 September 2006
Other than presentational items, there are no differences arising on
the transition to IFRS.
Copies of the report and accounts of the Company for the year ended
30 September 2007 will be sent to shareholders. Copies will also be available on
the Company's web site www.impax.co.uk and may be collected from the Registered
Office.
Registered Office:
Broughton House
6-8 Sackville Street
London W1S 3DG
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