Half Yearly Report

RNS Number : 9748W

Opera Investments plc

25 August 2015

 



FOR IMMEDIATE RELEASE

25 August 2015

Opera Investments plc

Audited Interim Results to 30 June 2015

Opera Investments plc ("Opera" or the "Company") is pleased to announce its audited interim results for the period since incorporation to 30 June 2015.

Chairman's Report

Dear Shareholders

It is with pleasure that I present the half-yearly report to the shareholders of Opera Investments plc (the Company or Opera) for the period from incorporation to 30 June 2015.

Since Opera was incorporated in November 2014, your company has seen a number of material corporate developments. The Company, having raised seed funds on incorporation, sought a listing on the Main Market of the London Stock Exchange via a Standard Listing (the Listing). This process was a success and the Company's ordinary shares were listed on the London Stock on 27 April 2015. At the time of the Listing, Opera was successful in raising £1.2 million (gross of listing expenses) at a share price of 10 pence per ordinary share in Opera.

Following the Listing, the directors of Opera began to execute the business strategy of the Company and commenced the investigation into, and analysis of, a number of potential investment opportunities. Each potential investment was analysed in light of the Company's investment strategy, which is laid out in the Company's prospectus, issued at the time of the Listing.

Potential Acquisition of SoloPower Systems Holdings, Inc

On 20 July 2015, the Company announced to the London Stock Exchange that the directors were pleased to announce that it has reached a heads of terms agreement to acquire all of the issued share capital of SoloPower Systems Holdings, Inc. ("SoloPower").

The directors believe that SoloPower was a significant opportunity for the Company's shareholders as it met the following investment criteria:

·      has a management team possessing a strong track record;

·      has solid commercial prospects;

·      is exposed to fast developing countries, but within a low sovereign risk environment;

·      offers the potential for near-term financial and development success; and

·      can be adequately funded to be able to deliver on credible milestones and provide a significant growth opportunity for Opera's shareholders.

SoloPower is a US headquartered pioneer in flexible and lightweight high-performance solar materials.  It manufactures solar photovoltaic ("PV") cells and modules from thin-film copper, indium, gallium and selenium materials ("CIGS") on a flexible substrate using a continuous, roll-to-roll manufacturing process. SoloPower is one of the only CIGS technology companies in the world with a fully commercialized high-volume manufacturing facility producing lightweight flexible solar modules.  SoloPower expects to sell its product to commercial, industrial and residential rooftop installations through project developers, utilities and/or intermediate distributors. SoloPower's module product offerings compete favourably against alternative offerings from other thin film manufacturers due to their relatively lower cost of production and relatively higher performance. The product can be sold into established markets, where it achieves a competitive advantage through lower installation costs by eliminating mounting systems, and in new markets where the product's lightweight properties allow it to be installed on roofs that cannot otherwise support the weight of a conventional PV system.

SoloPower is a portfolio company of Hudson Clean Energy Partners ("Hudson").  Hudson is a leading global private equity firm, dedicated solely to investing in renewable power, alternative fuels, energy efficiency and storage.

The Acquisition

Following recent discussions, the Company has entered into non-binding heads of terms with Hudson for the acquisition of SoloPower for a consideration of US$220 million (the "Acquisition"). The heads of terms provide that the Acquisition will be satisfied by the issuance of new ordinary shares of £0.01 each in Opera ("Opera Shares") to Hudson at a price of £0.28 per Opera Share, valuing the existing issued share capital of Opera at £4.8 million.  In addition, it is envisaged that, in conjunction with completion of the Acquisition, there will be an equity financing raising net proceeds of not less than US$40 million to fund certain future investment and working capital requirements of SoloPower.

Suspension of Trading in the Company's Ordinary Shares

Due to the size and nature of the Acquisition, it will be treated as a reverse takeover for the purposes of the UK Listing Authority's Listing Rules and will be subject to approval by the Company's shareholders and an associated waiver of rule 9 of the UK Takeover Code required in connection with the issue of the Opera Shares to Hudson. As a consequence, the Company requested a suspension of trading in its ordinary shares until the details of the Acquisition are finalised and the required information is published, which is expected to occur in late Q3 2015, or the Acquisition is terminated.

As it is envisaged that the Acquisition would classify as a reverse takeover under the Listing Rules, upon completion, the listing on the standard listing segment of the Official List of all the existing ordinary shares of Opera would be cancelled. Application would therefore need to be made to the UK Listing Authority and the London Stock Exchange for the immediate readmission of the ordinary shares of Opera, including the new Opera ordinary shares issued as consideration for SoloPower, to the standard listing segment of the Official List and to trading on the London Stock Exchange's Main Market for listed securities. The eligibility of the enlarged Opera to be admitted to the Official List would need to be agreed with the UK Listing Authority.

Future Developments

May I remind our shareholders that there are a number of matters that the Acquisition is conditional upon and to be successfully completed in due course. During this time, the directors are focused on ensuring tight cost control of the transaction advisors that are required to be appointed for a transaction of this type.

Further announcements in relation to the Acquisition will be made in due course and we look forward to updating our shareholders on progress at the appropriate time as soon as appropriate.

Principal risks and uncertainties

The Board will provide leadership within a framework of appropriate and effective controls. The Board will set up, operate and monitor the corporate governance values of the company, and will have overall responsibility for setting the company's strategic aims, defining the business objective, managing the financial and operational resources of the Company and reviewing the performance of the officers and management of the company's business both prior to and following an acquisition.

There have been no significant changes in the principal risks and uncertainties as set out in the Company's prospectus dated 22 April 2015.

Paul Dudley

Chairman

Audited statement of profit or loss and other comprehensive income for the period from incorporation to 30 June 2015

	Note	11 Nov 2014 to 30 June 2015 £
Revenue		-
Administrative costs		(26,823)
Operating (Loss)		(26,823)
Net finance costs		-
(Loss) before taxation		(26,823)
Taxation		-
(Loss) for the period attributable to owners of the company		(26,823)
Total comprehensive income attributable to the owners of the company		(26,823)
Loss per share		£
Basic		(0.0016)
Diluted		(0.0016)

Statement of financial position as at 30 June 2015

	Note	30 June 2015 £
CURRENT ASSETS
Cash and cash equivalents		1,080,720
Total current assets		1,080,720
LIABILITIES
Trade and other payables		(16,412)
Total current liabilities		(16,412)
NET ASSETS		1,064,308
EQUITY
Capital and reserves attributable to owners of the company
Share capital	5	172,500
Share premium		918,631
Retained earnings		(26,823)
		1,064,308

Audited statement of changes in equity for the period from incorporation to 30 June 2015

	Share capital	Share premium	Retained earnings	Total
	£	£	£	£
Transactions with owners
Shares issued	172,500	1,080,000		1,252,500
Share issue costs	-	(161,368)	-	(161,368)
Total transactions with owners	172,500	918,632	-	1,091,132
Comprehensive Loss
Loss for the period	-	-	(26,823)	(26,823)
Total owners' equity at 30 June 2015	172,500	918,632	(26,823)	1,064,309

Audited statement of cash flows for the period from incorporation to 30 June 2015

	11 Nov 2014 to 30 June 2015 £
Cash flows from operating activities
Operating (Loss)	(26,823)
(Decrease)/Increase in payables	16,412
Net cash used in operating cash flows	(10,411)
Net cash used in cash flows from investing activities
Interest received	-
Net cash generated from investing activities	-
Cash flow from financing activities
Issue of share capital for cash	1,252,500
Share issue costs	(161,369)
Net cash generated from financing activities	1,091,131
Net increase in cash and cash equivalents
Net cash at start of the period	-
Cash and cash equivalents at period end	1,080,720

Notes to the interim accounts

For the period from incorporation to 30 June 2015

1. General information

Opera Investments Plc is a company incorporated in the United Kingdom.

These condensed interim financial statements for the period from incorporation on 11 November 2014 to 30 June 2015 have been prepared in accordance with the Disclosure and Transparency Rules of the Financial Conduct Authority and IAS 34 "Interim Financial Reporting" as adopted by the European Union and do not constitute statutory accounts as defined in Section 434 of the Companies Act 2006. The company prepares its annual financial statements in accordance with International Financial Reporting Standards as adopted by the European Union and these condensed interim financial statements should be read in conjunction with the accounting policies disclosed in the Company's prospectus dated 22 April 2015.

2. Changes in accounting policies

The assessment of new standards, amendments and interpretations issued but not effective, are not anticipated to have a material impact on the financial statements.

3. Going concern

The company's activities, together with the factors likely to affect its future development and performance, the financial position of the company, its cash flows and liquidity position have been considered by the Directors, taking account of the current market conditions which demonstrate that the company shall continue to operate within its own resources. The Directors have sought to minimise the transaction costs with respect to the Acquisition as set out in the Chairman's Report. In particular, the Directors have sought to ensure that abort fee arrangements are in place and fees incurred by the company in such circumstances relating to the Acquisition are also minimised so as to preserve shareholder's funds, all of which can be met from current liquid resources.

The Directors believe that the company is well placed to manage its business risks successfully, and that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they consider it appropriate to adopt the going concern basis in preparing these condensed financial statements.

4. Loss per share

The calculation of the basic and fully diluted loss per share is based on the loss for the period after tax of £26,823 divided by the weighted average issued ordinary shares of 17,250,000.

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The company has no dilutive instruments in existence.

5. Issued share capital

Authorised, allotted and called up share capital:                                                             

	30 June 2015 £
17,250,000 Ordinary shares of £0.01 each	172,500

5,250,000 Ordinary shares of £0.01 each were issued on incorporation for aggregate consideration of £52,500. A further 12,000,000 Ordinary shares of £0.01 each were issued on the Company's listing on the Main Market of the London Stock Exchange for aggregate consideration of £1,200,000. Associated costs totalled £161,368.

6. Related parties

As set out in the Company's prospectus dated 22 April 2015, HD Capital Partners Ltd was entitled to receive broking commission at a rate of 5% on certain new funds raised in the Listing, which were taken against the company's share premium account. HD Capital reimbursed £26,000 of the commission to which it was entitled to other stock broking firms in return for assistance with raising these funds.

In addition, HD Capital Partners Ltd entered into a Corporate Advisor Mandate with the Company on the Listing for the provision of certain corporate services to the Company at a rate of £2,000 per month.

Mr Paul Dudley, Chairman of Opera Investments plc is also a Director of HD Capital Partners Ltd.

Following the Listing, Paul Dudley was due director's fees of £1,500 per month from May 2015 and has claimed in the period of review £6,598 project travel and expenses costs. These amounts had not been paid by the Company as at 30 June 2015 and show as a creditor therefore at this date.

Following the Listing, Myles Campion was due director's fees of £1,500 per month from May 2015 and has claimed in the period of review £3,814 project travel and expenses costs. These amounts had not been paid by the Company as at 30 June 2015 and show as a creditor therefore at this date.

	11 Nov 2014 to 30 June 2015 £
Paul Dudley and Myles Campion project travel costs and expenses costs	10,412
Aggregate directors fees payable HD Capital Partners Ltd Corporate Services HD Capital Partners Ltd fundraising commission on Listing	6,000 4,000 60,000
	80,412

7. Board Approval

These interim results were approved by the Board of Opera Investments plc on 24 August 2015.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The Directors are responsible for preparing the Half Yearly Report and the interim financial statements in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority. The Directors are required to prepare interim financial statements for the Group in accordance with International Accounting Standard 34 "Interim financial reporting". Under company law as if it applied to interim financial statements, the Directors must not approve the interim financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of its profit or loss for that period.

International Financial Reporting Standards require that financial statements present fairly for each period the Company's financial position, financial performance and cash flows. This requires the faithful representation of the effects of transactions, other events and conditions in accordance with the definitions and recognition criteria for assets, liabilities, income and expenses set out in the International Accounting Standards Board's 'Framework for the Preparation and Presentation of Financial Statements'. Directors are also required to:

§ select suitable accounting policies and apply them consistently;

§ make judgements and accounting estimates that are reasonable and prudent;

§ present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

§ provide additional disclosures when compliance with the specific requirements in IFRS is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and

§ prepare the financial statements on the going concern basis unless it is inappropriate to presume the Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and which disclose with reasonable accuracy at any time the financial position of the Company, and to enable them to ensure that the interim financial statements comply with the Companies Act 2006 as if it applied to interim financial statements. The Directors are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the Company website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements differs from legislation in other jurisdictions.

DIRECTORS RESPONSIBILITY STATEMENT AND REPORT ON PRINCIPAL RISKS AND UNCERTANTIES

We confirm to the best of our knowledge:

(a)  The condensed set of financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU;

(b)  The interim management report includes a fair review of the information required by:

(1)  DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the period from incorporation to 30 June 2015 and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and

(2)  DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the period from incorporation to 30 June 2015 of the current financial year and that have materially affected the financial position or performance of the entity during the period; and any changes in the related party described in the last annual report that could do so.

Paul Dudley, Chairman

Other Directors:

Myles Campion

Enquiries:

Opera Investments plc, Paul Dudley, Tel: [phone]

 

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