KLEENAIR SYSTEMS INTERNATIONAL PLC
(AIM: KSI)
Preliminary announcement of results for the year ended 30 June 2011
CHAIRMAN'S STATEMENT
Introduction
Since KleenAir's interim results, the Board has been primarily focused on ensuring the business reduced its overheads and continued to successfully implement its investing policy in order to generate returns to shareholders.
Continued Research into Investment Opportunities
KleenAir continues to hold a 17.05% stake in Inspirit Energy Limited, a company in the final stages of development of a micro combined heat and power appliance (mCHP). Inspirit Energy Limited continues to make good progress and recently appointed a new general manager with extensive experience in taking similar products from development stage to market. The Company intends to retain its interest in Inspirit Energy Limited as a long-term investment. In the meantime, the Board has continued to explore other opportunities and will make announcements once a suitable target has been identified.
Financial Results
The Financial Statements for the period to 30 June 2011 are set out below. The Financial Statements show revenue of £35,000 and administrative expenses have been reduced by 71%.
Changes to the Board of Directors
On 2 June 2011, David Pinckney was appointed as Non-Executive Chairman of the Board. David Pinckney's background as an auditor and his reputation in the green energy industry have been immensely beneficial to KleenAir. David Pinckney was joined by Alan McClue as an additional Non-Executive Director on 1 October 2011. Further to the appointment of Alan McClue, KleenAir announced that Guy Saxton had resigned from the Board of Directors with immediate effect. The board would like to thank Guy Saxton for his contribution and efforts.
However, the Board recently decided as part of its austerity measures to reduce the size of its Board until such time as a further acquisition has been identified. Accordingly, on 9 November 2011, David Pinckney and Alan McClue resigned from their positions on the Board. Both Directors have expressed an interest in being kept informed of KleenAir's progress with a view to joining the Board again at a later date once KleenAir is in a position to support Non-Executive Directors.
John Gunn, a shareholder and a Director of Inspirit Energy Limited and also stockbrokers, Global Investment Strategy UK Limited ("GIS"), was appointed to the Board on 15 November 2011. John Gunn's background is primarily in broking but in recent years he has been involved with a number of green energy projects including solar parks in Italy, gasification and mCHP through his involvement with Inspirit Energy Limited. Given his past experience in investment banking and the energy industry, John is well placed to seek alternative investments and achieve KleenAir's investing objectives. John Gunn has offered to waive his right to Directors fees.
Following the appointment of John Gunn as Executive Chairman, in order to uphold good standards of corporate governance and due to Sarah Pozner's external commitments, the Board felt it would be more appropriate for Sarah Pozner to take on the role of Non-Executive Director effective from 9 November 2011.
Grant of Options to Directors
In order to show its appreciation to its Directors and in lieu of Directors' fees, on 21 April 2011 KleenAir granted a total of 1,500,000 options to subscribe for new ordinary shares in KleenAir to Sarah Pozner, Guy Saxton and Miles Lewis.
The options were granted at a conversion price of 4.875 pence being the mid-market price of the Company as at 26 April 2011.
Loan Notes and Company Finance
In satisfaction of a debt of £5,910 by KleenAir to GIS, on 6 April 2011 KleenAir announced that under the secured loan note agreement dated 24 July 2009, GIS had exercised an option to subscribe for a further £5,910 convertible loan notes ("CLNs"), leaving the total number of CLNs over which GIS holds an option at a conversion price of £0.01 at zero.
GIS retains an option to purchase up to a further £700,000 convertible loan notes created pursuant to a loan note instrument dated 22 June 2010 which have an exercise price of £0.027 or 10% discount to market based on the average previous five days trading, whichever is the lower.
In addition, GIS have offered their financial support to KleenAir for at least the next twelve months, allowing KleenAir to continue as a going concern.
It has been a promising period for KleenAir. We have finally resolved all of the historic corporate issues and have achieved some revenue for the first time since KleenAir completed its CVA.
The Company continues to identify and evaluate other potential investments in line with the Investing Policy and plans to invest into a second company in due course.
J Gunn
Executive Chairman
17 November 2011
Contacts: |
|
|
|
Kleenair Systems International plc |
www.kleenair-systems.com |
Sarah Pozner, Non-Executive Director |
+44 (0) 207 736 3498 |
|
|
WH Ireland Limited |
www.wh-ireland.co.uk |
JN Wakefield / Marc Davies |
+44 (0) 117 945 3470 |
Statement of Comprehensive Income
For the year ended 30 June 2011
|
|
Year ended 30 June 2011 |
Year ended 30 June 2010 |
||
|
|
||||
|
Note |
£ |
£ |
£ |
£ |
Continuing Operations |
|
|
|
|
|
|
|
|
|
|
|
Revenue |
4 |
35,047 |
|
- |
|
Cost of sales |
|
- |
|
- |
|
|
|
─────── |
|
────── |
|
Gross Profit |
|
|
35,047 |
|
- |
|
|
|
|
|
|
Administrative expenses |
|
136,811 |
|
464,197 |
|
|
|
|
|
|
|
Exceptional items: |
|
|
|
|
|
Reduction in liabilities arising from creditor voluntary arrangements
|
|
|
|
|
|
7 |
- |
|
(401,155) |
|
|
|
|
─────── |
(136,811) |
───────── |
(63,042) |
|
|
|
─────── |
|
────── |
Operating Loss |
7 |
|
(101,764) |
|
(63,042) |
|
|
|
|
|
|
Finance income |
8 |
|
219 |
|
- |
Finance costs |
8 |
|
(61,808) |
|
- |
|
|
|
_______ |
|
_______ |
|
|
|
|
|
|
Loss before Tax |
|
|
(163,353) |
|
(63,042) |
Tax |
9 |
|
- |
|
- |
|
|
|
─────── |
|
────── |
Loss for the Year |
|
|
(163,353) |
|
(63,042) |
|
|
|
|
|
|
Other comprehensive income |
|
|
- ─────── |
|
- ────── |
Total Comprehensive Income |
|
|
(163,353) |
|
(63,042) |
|
|
|
══════ |
|
═════ |
Total Comprehensive Income |
|
|
|
|
|
|
|
|
|
|
|
Owners of the company |
|
|
(163,353) |
|
(63,042) |
|
|
|
══════ |
|
═════ |
Loss per share attributable to the owners of the company - basic and diluted (pence per share) |
10 |
|
(0.357) |
|
(0.659) |
|
|
|
______ |
|
______ |
Statement of Financial Position
For the year ended 30 June 2011
|
Note |
2011 £ |
2010 £ |
2009 £ |
Assets |
|
|
(restated) |
|
Non-Current Assets Investments
Current Assets |
11
|
740,000 _______
740,000 _______ |
- ___
- ___ |
- ___
- ___ |
Trade and other receivables |
12 |
61,365 |
4,495 |
- |
Cash and cash equivalents |
13 |
32,021 |
300,000 |
355 |
|
|
_______
|
_______ |
___ |
|
|
93,386 |
304,495 |
355 |
Current Liabilities |
|
|
|
|
Borrowings Trade and other payables |
15 14 |
- 74,016 |
160,017 77,011 |
- 448,920 |
|
|
_______ |
_______
|
_______
|
Net Current Assets/(Liabilities)
Total Assets less Current Liabilities |
|
19,370 _______
759,370 |
67,467 _______
67,467 |
(448,565) _______
(448,565) |
|
|
|
|
|
Non-Current Liabilities |
|
|
|
|
Borrowings |
15 |
449,516 |
262,399 |
- |
|
|
_______ |
_______ |
_______ |
|
|
|
|
|
|
|
309,854 |
(194,932) |
(448,565) |
|
|
_______ |
_______ |
_______ |
|
|
|
|
|
Equity |
|
|
|
|
Called up share capital |
16 |
452,419 |
428,390 |
400,932 |
Share premium |
16 |
3,671,231 |
3,030,353 |
2,778,737 |
Other reserves |
|
127,724 |
124,492 |
86,891 |
Retained loss |
|
(3,941,520) ________ |
(3,778,167) ________ |
(3,715,125) ________ |
|
|
|
|
|
Total Equity |
|
309,854 |
(194,932) |
(448,565) |
|
|
________ |
________ |
________ |
|
|
|
|
|
Statement of Changes in Equity
For the year ended 30 June 2011
|
Share |
Share |
Shares to |
Other |
Retained |
|
|
Capital £ |
Premium £ |
be issued £ |
Reserves £ |
Loss £ |
Total £ |
|
|
|
|
|
|
|
At 1 July 2010 (restated) |
428,390 |
3,030,353 |
- |
124,492 |
(3,778,167) |
(194,932) |
|
|
|
|
|
|
|
Transactions with owners |
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of convertible loan |
1,806 |
16,250 |
- |
- |
- |
18,056 |
Shares issued |
18,212 |
710,287 |
- |
- |
- |
728,499 |
Share issue costs |
- |
(85,659) |
- |
- |
- |
(85,659) |
Share based payments |
- |
- |
3,232 |
- |
- |
3,232 |
Creditors voluntary arrangement |
4,011 |
- |
- |
- |
- |
4,011 |
|
_______ |
________ |
_____ |
______ |
________ |
_______ |
Total transactions with owners |
24,029 |
640,878 |
3,232 |
- |
- |
668,139 |
|
_______ |
________ |
_____ |
______ |
________ |
_______ |
Total comprehensive income for the year |
- |
- |
- |
- |
(163,353) |
(163,353) |
|
_______ |
________ |
_____ |
______ |
________ |
_______ |
|
|
|
|
|
|
|
At 30 June 2011 |
452,419 |
3,671,231 |
3,232 |
124,492 |
(3,941,520) |
309,854 |
|
_______ |
________ |
_____ |
______ |
________ |
_______ |
|
|
|
|
|
|
|
At 1 July 2009 |
400,932 |
2,778,737 |
- |
86,891 |
(3,715,125) |
(448,565) |
|
|
|
|
|
|
|
Transactions with owners |
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible loan - equity component |
- |
- |
- |
37,601 |
- |
37,601 |
Conversion of convertible loan |
27,408 |
251,616 |
- |
- |
- |
279,024 |
Creditors voluntary arrangement |
50 |
- |
- |
- |
- |
50 |
|
_______ |
________ |
_____ |
______ |
________ |
_______ |
Total transactions with owners |
27,458 |
251,616 |
- |
37,601 |
-
|
316,675 |
|
_______ |
________ |
_____ |
______ |
________ |
_______ |
Total comprehensive income for the year |
- |
- |
- |
- |
(63,042) |
(63,042) |
|
_______ |
________ |
_____ |
______ |
________ |
_______ |
At 30 June 2010 (restated) |
428,390 |
3,030,353 |
- |
124,492 |
(3,778,167) |
(194,932) |
|
_______
|
________
|
_____ |
_______
|
________
|
_______ |
Share capital is the amount subscribed for shares at nominal value.
Share premium represents the excess of the amount subscribed for share capital over the nominal value of the respective shares.
Retained loss represents the cumulative loss of the Company attributable to equity shareholders.
Other reserves represent the equity component of convertible loans and the share option reserve.
Statement of Cash Flow
For the year ended 30 June 2011
|
Note |
Year ended 30 June 2011 £ |
Year ended 30 June 2010 £ |
Cash Flows from Operating Activities |
|
|
|
Loss before tax |
|
(163,353) |
(63,042) |
Finance income |
|
(219) |
- |
Finance costs |
|
61,808 |
- |
Employee share options charge |
|
3,232 |
- |
Increase in receivables |
|
(56,870) |
(4,494) |
Decrease in payables |
|
(15,243) _______ |
(366,909) _______ |
|
|
|
|
Net Cash used in Operating Activities |
|
(170,645) _______ |
(434,445) _______ |
|
|
|
|
Cash Flows from Investing Activities |
|
|
|
Interest received |
|
219 |
- |
Interest paid |
|
(394) |
- |
Payment to acquire investments |
|
(740,000) _______ |
- _______ |
|
|
|
|
Net Cash used in Investing Activities |
|
(740,175) |
- |
|
|
_______ |
_______ |
|
|
|
|
Cash Flows from Financing Activities |
|
|
|
Proceeds from issue of shares |
|
728,500 |
- |
Share issue costs |
|
(85,659) |
- |
Issue of convertible loan notes |
|
- _______ |
734,090 _______ |
|
|
|
|
Net cash from Financing Activities |
|
642,841 |
734,090 |
|
|
_______ |
_______ |
|
|
|
|
Net cash (outflow)/inflow |
|
(267,979) |
299,645 |
|
|
|
|
Cash and cash equivalents at beginning of year |
|
300,000 |
355 |
|
|
_______ |
_______ |
|
|
|
|
Cash and cash equivalents at end of year |
13 |
32,021 |
300,000 |
|
|
_______ |
_______ |
|
|
|
|
Major non cash transactions:
Convertible loans of £18,506 were converted into shares during the year ended 30 June 2011 (2010 - £279,074). In total 1,805,555 new shares were issued with a total value including share premium of £18,056.
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2011
1. GENERAL INFORMATION
KleenAir Systems International Plc is a Company incorporated in England & Wales. The Company's shares are traded on AIM, a market operated by the London Stock Exchange.
2. ACCOUNTING POLICIES
Basis of Preparation
This announcement has been prepared in accordance with International Financial Reporting Standards ("IFRS") but in itself does not contain sufficient information to comply with IFRS. Details of the accounting policies are set out in the annual report for the year ended 30 June 2011.
3. FINANCIAL RISK MANAGEMENT
General Objectives, Policies and Processes
The Board has overall responsibility for the determination of the Company's risk management objectives and policies. The Company operates informal treasury policies which include ongoing assessments of interest rate management and borrowing policy.
4. REVENUE
Revenues during the year comprise the provision of corporate services to Inspirit Energy Limited. All income is generated in the United Kingdom.
5. EMPLOYEES
|
Year ended 30 June 2011 £ |
Year ended 30 June 2010 £ |
The average number of staff employed by the Company during the year amounted to: |
|
|
|
|
|
Executive Directors |
2 |
2 |
Non-executive Directors |
1 |
2 |
Other employees |
- |
- |
|
___ |
___
|
|
3 |
4 |
|
___ |
___ |
Wages and salaries Share options granted to Directors
|
1,250 3,232 _____
4,482 |
- - _____
- |
|
_____ |
_____ |
6. DIRECTORS' REMUNERATION
|
Salary and Fees
|
|
|
Year ended 30 June 2011 £ |
Year ended 30 June 2010 £ |
|
|
|
S Pozner |
38,000 |
- |
L Simons |
- |
20,000 |
G Saxton |
- |
- |
M Lewis |
- |
- |
D Pinckney W V Reid |
1,250 - ______
|
- - ______ |
|
39,250 |
20,000 |
The Company does not operate a pension scheme and no contributions were paid during the year.
During the year ended 30 June 2010 L Simons was paid £10,000 in fees and £10,000 in respect of the termination of his service agreement.
7. OPERATING LOSS
|
Year ended 30 June 2011 £ |
Year ended 30 June 2010 £ |
Operating loss is stated after charging: |
|
|
Auditors' remuneration in respect of audit services |
10,000 |
7,050 |
|
_____ |
_____ |
Exceptional Income |
|
|
|
|
|
Reduction in liabilities of the Company on settlement |
|
|
under creditor voluntary arrangements |
- |
401,155 |
|
_____ |
_______ |
8. FINANCE INCOME AND COSTS
Interest Expense
Convertible loans (see below) |
22,170 |
- |
Convertible loans (Note 15) |
39,246 |
- |
Other interest |
392 ______ |
- ___ |
|
|
|
Finance costs |
61,808 ______ |
- ___ |
Finance Income |
|
|
|
|
|
Loan to related party |
219 ______ |
- ___ |
Interest on convertible loans, not split between liabilities and equity based on materiality, is included within accruals.
9. TAXATION
Due to the losses in the accounting periods presented, no corporation tax liability has arisen.
Factors affecting current tax charge:
The tax assessed on the loss on ordinary activities for the period is different from the standard rate of corporation tax in the UK of 20% (2010 - 21%).
|
Year ended 30 June 2011 £ |
Year ended 30 June 2010 £ |
|
|
|
Loss on ordinary activities before taxation |
(163,353) |
(63,042) |
|
_______ |
______ |
|
|
|
Loss on ordinary activities multiplied by rate of tax |
(32,671) |
(13,239) |
Unutilised losses |
32,671 |
13,239 |
|
______
|
______ |
Total current tax |
- |
- |
|
______ |
______ |
The Company has excess management expenses of £1,261,000 (2010 - £1,101,000) to carry forward, capital losses of £150,000 (2010 - £150,000) and excess capital allowances of £78,000 (2010 - £78,000) to carry forward against future suitable taxable profits. No deferred tax asset has been provided on any of these losses due to uncertainty over the timing of their recovery.
10. LOSS PER SHARE
Loss per ordinary share has been calculated using the weighted average number of shares in issue during the relevant financial periods. The calculations of both basic and diluted loss per share for the year are based upon the loss for the year of £163,353 (2010 - £63,042). The weighted number of equity shares in issue during the year was 45,690,636 (2010 - 9,559,680).
The weighted average number of shares in issue and associated loss per share have been restated for all periods due to the sub division of the Company's share capital detailed in Note 16. The sub division of share capital was an adjustment to the number of ordinary shares in issue without a corresponding change in the Company's resources. Consequently, in accordance with IAS 33, the shares are treated as if the conversion took place at the beginning of the earliest period stated.
In accordance with IAS 33, basic and diluted earnings per share are identical as the effect of the exercise of share options and convertible debt would be to decrease the loss per share and are therefore deemed anti-dilutive. Details of convertible loans and share options that could potentially dilute earnings per share in future periods are set out in Notes 15 and 17.
11. INVESTMENTS
|
30 June 2011 £ |
|
30 June 2010 £ |
As at 1 July |
- |
|
- |
Additions |
740,000 _______ |
|
- ____ |
|
|
|
|
As at 30 June |
740,000 _______ |
|
- ____ |
During the year the Company purchased equity shares at a cost of £740,000 in Inspirit Energy Limited, an unlisted company registered in the United Kingdom operating in the Clean Tech and Renewables sector. The Company owns a total of 2,596,666 shares in Inspirit Energy Limited representing approximately 17% of the total shares in issue.
12. TRADE AND OTHER RECEIVABLES
|
30 June 2011 £ |
30 June 2010 £ |
|
|
|
Amount due from related parties |
35,969 |
- |
Other receivables |
5,977 |
- |
Prepayments and accrued income |
19,419 ______ |
4,495 _____ |
|
|
|
|
61,365 |
4,495 |
|
______ |
_____ |
All trade and other receivables are denominated in Sterling. The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above. The Company does not hold any collateral as security.
13. CASH AND CASH EQUIVALENTS
|
30 June 2011 £ |
30 June 2010 £ |
|
|
|
Cash held in escrow for the benefit of the Company |
- |
300,000 |
Cash at bank |
32,021 |
- |
|
______ |
_______
|
All of the Company's cash at bank is held with institutions with an AA credit rating.
14. TRADE AND OTHER PAYABLES
|
|
|
30 June 2011 £ |
30 June 2010 £ |
|
|
|
|
|
Trade payables |
|
|
23,091 |
11,966 |
Amount due to related parties |
|
|
16,039 |
- |
Accruals and deferred income |
|
|
33,636 |
35,578 |
Other payables |
|
|
1,250 |
29,467 |
|
|
|
______ |
______ |
|
|
|
|
|
|
|
|
74,016 |
77,011 |
|
|
|
______ |
______ |
15. BORROWINGS
Non-current Convertible loan
Current Convertible loan
|
|
|
449,516 _______
- _______ |
262,399 _______
160,017 _______ |
Convertible Loans
During the year ended 30 June 2010, the Company issued 434,090 5% convertible loans at a par value of £434,090 under loan note instruments dated 24 July 2009 and 23 November 2009. Loan notes totalling £274,073 and £18,056 were converted into shares during the years ended 30 June 2010 and 30 June 2011 respectively. The loans dated 24 July 2009 mature 18 months from the date of the loan note instrument; the loans dated 23 November 2009 mature on 22 December 2012. Both series of loan notes have a conversion price of £0.01 per share.
During the year ended 30 June 2010, the Company issued 300,000 5% convertible loans at a par value of £300,000 under a loan note instrument dated 22 June 2010. The loans mature on 22 December 2012 and have a conversion price of £0.027 per share or at a 10% discount to the average market price based on the previous five days trading, whichever is the lower. No loan notes from this instrument were converted into shares during the years ended 30 June 2010 and 30 June 2011.
New convertible loans of £5,910 were created during the year ended 30 June 2011 in lieu of interest.
The values of the liability and equity conversion component were determined at the date the loan notes were issued.
The fair value of the liability component was calculated using a market interest rate for an equivalent non-convertible loan. The residual amount, representing the value of the equity conversion option, is included in shareholders' equity in other reserves.
The convertible loan recognised in the Statement of Financial Position is calculated as follows:
|
30 June 2011 £ |
30 June 2010 £ |
|
|
|
At 1 July |
422,416 |
- |
Face value of convertible loans |
5,910 |
734,090 |
Equity component |
- |
(37,601) |
|
_______ |
_______ |
|
|
|
Liability component on initial recognition |
428,326 |
696,489 |
|
|
|
Converted to ordinary shares |
(18,056) |
(274,073) |
Interest expense (Note 8) |
39,246 |
- |
|
_______ |
_______ |
|
|
|
Liability component at 30 June |
449,516 |
422,416 |
|
_______ |
_______ |
The fair value of current and non-current borrowings equals their carrying amount.
16. SHARE CAPITAL
|
Number |
£ |
Authorised |
|
|
|
|
|
2011 |
|
|
Ordinary shares of £0.001 |
1,501,855,740 |
1,501,856 |
'B' Ordinary shares of £0.001 |
1,221,200 |
1,221 |
Deferred shares of £0.99 |
400,932 |
396,923 |
|
____________ |
_________ |
|
|
|
|
1,503,477,872 |
1,900,000 |
|
____________ |
_________ |
2010 |
|
|
|
|
|
|
|
Ordinary shares of £0.01 |
150,185,574 |
|
1,501,856 |
'B' Ordinary shares of £0.01 |
122,120 |
|
1,221 |
Deferred shares of £0.99 |
400,932 |
|
396,923 |
|
___________ |
|
________ |
|
|
|
|
|
150,708,626 |
|
1,900,000 |
|
___________ |
|
________ |
There has been no movement in the authorised share capital during the year.
On 13 December 2010 the Company subdivided its Ordinary and 'B' Ordinary share capital on the basis of 10 new shares for every 1 existing share. The new nominal value of one Ordinary and 'B' Ordinary share is £0.001.
|
Number of ordinary shares
|
Number of 'B' ordinary shares
|
Number of deferred shares
|
Ordinary shares £ |
'B' ordinary shares £ |
Deferred shares £ |
Share premium £ |
Total £ |
Issued and Fully Paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 July 2009 |
27,881,242 |
12,212,000 |
- |
278,812 |
122,120 |
- |
2,778,737 |
3,179,669 |
Consolidation of share capital |
(27,592,430) |
(12,089,880) |
400,932 |
(276,025) |
(120,899) |
396,923 |
- |
- |
Conversion of convertible loan |
2,740,734 |
- |
- |
27,408 |
- |
- |
25,616 |
279,024 |
Creditors voluntary arrangement |
5,000 |
- |
- |
50 |
- |
- |
- |
50 |
|
__________ |
__________ |
_______ |
_______ |
_______ |
_______ |
_________ |
________ |
|
|
|
|
|
|
|
|
|
At 30 June 2010 |
3,024,546 |
122,120 |
400,932 |
30,245 |
1,221 |
396,923 |
3,030,353 |
3,458,742 |
|
__________ |
__________ |
_______ |
_______ |
_______ |
_______ |
_________ |
________ |
|
|
|
|
|
|
|
|
|
Issue of new shares |
5,117,500 |
- |
- |
18,212 |
- |
- |
710,288 |
728,500 |
Share issue costs |
- |
- |
- |
- |
- |
- |
(85,659) |
(85,659) |
Creditors voluntary arrangement |
401,155 |
- |
- |
4,012 |
- |
- |
- |
4,012 |
Subdivision of share capital |
43,926,309 |
1,099,080 |
- |
- |
- |
- |
- |
- |
Conversion of convertible loan |
1,805,555 |
- |
- |
1,806 |
- |
|
16,250 |
18,056 |
|
__________ |
__________ |
_______ |
______ |
_____ |
_______ |
_________ |
________ |
|
|
|
|
|
|
|
|
|
At 30 June 2011 |
54,275,065 |
1,221,200 |
400,932 |
54,275 |
1,221 |
396,923 |
3,671,232 |
4,123,651 |
|
__________ |
__________ |
_______ |
______ |
_____ |
_______ |
________ |
________ |
On 26 October 2010, the Company issued 1,455,000 ordinary shares of 1 pence each for cash at a placing price of 40 pence per share, before expenses.
On 11 November 2010, the Company issued 401,155 ordinary shares of 1 pence each in settlement of obligations under the creditors voluntary arrangement approved by shareholders on 24 June 2009.
On 8 March 2011, the Company issued 3,662,500 ordinary shares of 0.1 pence each at a price of 4 pence per share, before expenses.
On 20 April 2011, the Company issued 1,805,555 ordinary shares of 0.1 pence each at a price of 1 pence per share, following receipt of a conversion notice of certain convertible loan notes.
17. SHARE OPTIONS
Share options are granted to selected Directors and employees.
Share options outstanding at the end of the year have the following expiry dates and exercise prices:
Expiry date |
|
Exercise price in £ per share |
|
Number of Options |
|
2011 |
2010 |
||||
|
|
|
|
|
|
26 April 2021 |
|
0.04875 |
|
1,500,000 |
- |
|
|
|
|
________ |
___ |
|
|
|
|
|
|
|
|
|
|
1,500,000 |
- |
|
|
|
|
________ |
___ |
The options may only be exercised on or after 26 April 2012.
The fair value of the share options was determined using the Black Scholes valuation model. The parameters used are detailed below:
|
2011 Options
|
Shares under option |
1,500,000 |
Option granted on: |
26 April 2011 |
Option life (years) |
10 |
Share price (pence per share) at grant date |
4.50 |
Risk free rate |
3.71% |
Expected volatility |
10% |
Expected dividend yield |
Nil |
Marketability discount |
5% |
Fair value per option granted (pence per share) |
1.254 |
Exercise price (pence per share) |
4.875 |
The expected volatility is based on historical volatility for the 6 months prior to the date of granting. The risk free rate of return is based on zero yield government bonds for a term consistent with the option life.
18. CAPITAL COMMITMENT
There was no capital expenditure that had been contracted for at the end of the reporting period but not yet incurred.
19. CONTINGENT LIABILITIES
The Company has no contingent liabilities.
20. ULTIMATE CONTROLLING PARTY
In the opinion of the Directors, there is no controlling party at the year end date.
21. RELATED PARTY TRANSACTIONS
During the year ended 30 June 2011, the Company entered into a loan agreement dated 23 May 2011 with Inspirit Energy Limited, a company in which S Pozner is a Director. Inspirit Energy Limited is beneficially owned and controlled by J Gunn, a substantial shareholder of the Company. The Company advanced £30,000 to Inspirit Energy Limited under this unsecured sterling loan facility for working capital purposes. Interest on the loan at 7% per annum is payable to the Company and the loan is repayable not less than three months, but not more than three years, from the date of the agreement. As at 30 June 2011, the amount due to the Company from Inspirit Energy Limited was £30,000, together with accrued interest receivable of £219.
In addition, the Company charged Inspirit Energy Limited fees of £35,047 (2010 - £Nil) for the provision of corporate services during the year. An amount of £5,969 was receivable from Inspirit Energy Limited as at 30 June 2011 in respect of these fees.
Global Investment Strategy UK Limited ("GIS") is a company in which S Pozner was a Director until 10 May 2011. GIS is beneficially owned and controlled by J Gunn, a substantial shareholder of the Company. GIS subscribed for convertible loan notes of £Nil (2010 - £734,090) during the year ended 30 June 2011 in accordance with the Convertible Secured Loan Note Instruments disclosed in Note 15. The Company created a fixed and floating charge in favour of GIS, as trustee for the noteholders, under the terms of those Loan Note Instruments.
During the year GIS charged the Company £22,171 for rent, rates and office facilities, £233 for staff training and £14,167 for corporate finance services. In addition, the Company paid GIS commissions totalling £85,659 for funds raised in the year which has been charged to the share premium account. At 30 June 2011, the amount due from the Company to GIS was £16,039.
During the year ended 30 June 2010, GIS subscribed to convertible loan notes totalling £300,000 and placed the entire cash amount in escrow for the benefit of the Company. During the year ended 30 June 2011, GIS settled various expenses and liabilities on behalf of the Company from this escrow account. The amount held in escrow on behalf of the Company as at 30 June 2011 was £Nil.
22. EVENTS AFTER THE END OF THE REPORTING PERIOD
On 24 October 2011, Global Investment Strategy UK Limited agreed to convert £224,859 of its outstanding convertible loan into 8,328,125 ordinary shares of 0.1 pence each.
23. PRIOR PERIOD ADJUSTMENTS
During the year ended 30 June 2010, issued convertible loans which are convertible into a fixed number of equity shares at the holder's option, were not split between liability and equity components in accordance with International Accounting Standard 32: Financial Instruments - Presentation. The material equity component of certain convertible loans issued during the year ended 30 June 2010, amounting to £37,601, has been reclassified from Non-Current Liabilities: Borrowings, to Other Reserves within equity.
In addition, convertible loans of £160,017 as at 30 June 2010 had a maturity date due to expire within 12 months of that year-end. These convertible loans have been reclassified from non-current to current liabilities.
The restatements have no impact as at 1 July 2009 and there is no impact on basic or diluted loss per share. The amount of the restatement for each financial statement line item affected is as follows:
Statement of Financial Position |
|
|
£ |
|
|
|
|
Current Liabilities |
|
|
|
Borrowings |
|
|
160,017 |
|
|
|
|
Non-Current Liabilities |
|
|
|
Borrowings |
|
|
(197,618) |
|
|
|
_______ |
|
|
|
|
Total liabilities |
|
|
(37,601) |
|
|
|
_______ |
Equity |
|
|
|
Other reserves |
|
|
37,601 |
|
|
|
_______ |
24. ANNUAL REPORT AND ANNUAL GENERAL MEETING
The Annual Report will be available from the Company's website www.kleenair-systems.com and will be posted to shareholders on 18 November 2011. The Annual Report contains notice of the Annual General Meeting of the Company which will be held at 11.00 am on 13 December 2011 at the offices of WH Ireland, 24 Martin Lane, London EC4R 0DR.