Interim Results

EcoSecurities Group - Interim Results 4 August 2009 ECOSECURITIES GROUP PLC Interim Results for the six months ended 30 June 2009 Dublin, Ireland - EcoSecurities Group plc ("EcoSecurities", or the "Company"), one of the world's leading companies in the business of sourcing, developing and trading carbon credits from greenhouse gas emission reduction projects, today announces its interim results for the six months ended 30 June 2009. Highlights * Significantly improved financial performance underpinned by a successful forward sales strategy and management action on costs. * Increase in consolidated revenue to ¤60.0m for the first half of 2009, an increase of 348% over the same period last year. Revenue recognised in respect of 4,274,000 CERs and 313,000 VERs in the period (825,000 CERs and 346,000 VERs for the first half of 2008). * Net revenue, including other income, of ¤11.6m for the first half of 2009 (¤4.8m for the first half of 2008). * Profit before income tax for the first half of 2009 of ¤1.1m (¤10.0m loss for the first half of 2008). * Issuance from the Group's portfolio was 820,000 CERs net to EcoSecurities during the first half of 2009 (595,000 CERs for the first half of 2008). * On a net basis to EcoSecurities at 30 June 2009, the pre-2012 CER portfolio's 158 registered projects were capable of producing 40 million CERs (127 projects and 35 million CERs at 31 December 2008), representing 40% (34% at 31 December 2008) of the Group's portfolio. * Of the registered projects, projects capable of producing 32 million CERs for EcoSecurities are already operational (26 million CERs at 31 December 2008). * Control of administrative expenses has remained tight and expenditure for the first half of 2009 of ¤11.3m was 24% lower than the same period last year. * EcoSecurities continues to retain a strong consolidated net cash position which amounted to ¤55.3m at 30 June 2009 with inventory on hand of ¤7.1m including 263,000 CERs and 2,458,000 VERs. * The policy of forward sales has resulted in contracted future revenues of ¤380.6m at 30 June 2009 with an associated Net Trading Margin of ¤163.1m. * The weighted average sale price of the forward sales was ¤13.80 per CER and the weighted average acquisition price of the pre-2012 CER portfolio was ¤8.02 per CER at 30 June 2009. * CER issuances currently anticipated for 2009 remain in line with the Board's expectations. * The Board of EcoSecurities has today written to shareholders recommending the rejection of the offer by Guanabara Holdings B.V. as being opportunistic and wholly inadequate. * The Group's contracted projects and portfolio of pre-2012 CERs on a net basis can be analysed as follows: 30 June 2009 Project cycle landmark (cumulative No. of projects Million CERs values) Contracted 447 124 Due diligence 69 23 Portfolio 378 101 Operational stage: Financed 344 90 Construction started 331 86 Operation started 235 57 CDM stage: PDD complete 293 73 Submitted to validation 292 73 HNA obtained 254 67 Validated 190 50 Submitted to registration 189 50 Registered 158 40 Verified 37 14 Issuing 31 6 Mark Nicholls, Chairman, commented: "I am very pleased to report that for the six months ended 30 June 2009, EcoSecurities achieved its first period of profitability. With EcoSecurities' visibility of revenues provided by the forward sales contracts, its reduced cost base and strong balance sheet, the Group is well positioned not only to progress successfully during the current period of low CER prices and worldwide economic downturn but also to take advantage of the potential recovery of CER prices in the latter part of the first commitment period of the Kyoto Protocol. The Board of EcoSecurities remains fully committed to delivering shareholder value to all its shareholders." Analyst Meeting The Group is holding a conference call for analysts and shareholders today at 10:30 BST. Analysts or shareholders wishing to participate should contact Ged Brumby at Citigate Dewe Rogerson on +44 (0) 20 7282 2996 (ged.brumby@citigatedr.co.uk) for further details. For further information please contact: EcoSecurities Group +353 1 613 9814 plc Bruce Usher, CEO Adrian Fernando, COO James Thompson, CFO RBS Hoare Govett +44 20 7678 Limited 8000 Justin Jones / Hugo Fisher Citigate Dewe Rogerson +44 20 7638 9571 Ged Brumby / Tom Baldock The directors of the Company accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors of the Company (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information. RBS Hoare Govett Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for EcoSecurities and no one else in connection with this matter and will not be responsible to anyone other than EcoSecurities for providing the protections afforded to clients of RBS Hoare Govett Limited nor for providing advice in relation to this matter, the content of this announcement or any matter referred to herein. Under the provisions of Rule 8.3 of the Irish Takeover Panel Act 1997, Takeover Rules, 2007 (the "Rules"), if any person (other than a "recognised intermediary") is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of the Company, all "dealings" in any "relevant securities" of the Company (including by means of an option in respect of, or a derivative referenced to, any such class of "relevant securities") must be publicly disclosed in accordance with Rule 2.9 of the Rules, including the details set out in Rule 8.6 of the Rules, by no later than 3:30 p.m. (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons "act in concert", to acquire an "interest" in "relevant securities" of the Company, they will be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Rules, all "dealings" in "relevant securities" of the Company by the offeror or the Company, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London / Dublin time) on the London / Dublin business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, can be found on the Irish Takeover Panel's website at www.irishtakeoverpanel.ie. The Irish Takeover Panel also provides an appropriate form for any disclosures under Rules 8.1 or 8.3. "Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Rules, which can also be found on the Irish Takeover Panel's website. If you are in any doubt as to whether or not you are required to make a disclosure under Rule 8, you should consult the Irish Takeover Panel. RBS Hoare Govett Limited has given and not withdrawn its written consent to the issue of this document with the references to its name in the form and context in which they appear. KPMG has given and not withdrawn its written consent to the issue of this document with the references to its name in the form and context in which they appear. Chairman's statement I am very pleased to report that for the six months ended 30 June 2009, the EcoSecurities Group achieved its first profit before income tax. This is an indication of the strength of EcoSecurities' strategy and shows the ability of the Group to monetise its pre-2012 CER portfolio despite the current difficult economic climate. This milestone has been realised as a result of our long standing policy of selling forward CERs to mitigate the impact of low CER prices, increased CER issuances from our pre-2012 portfolio and rigorous control of administrative expenses. The low point in the price of CERs, reached in February 2009, was a result of large volumes of EUAs being sold by obligated entities in the midst of the credit crunch. This downward pressure on the price of CERs has since reduced and the price has partially recovered. However, as we have said previously, EcoSecurities believes that there is the potential for CER prices to recover more fully in the latter stages of the first commitment period of the Kyoto Protocol once the worldwide economic downturn starts to reverse. The existing pre-2012 CER forward sales contracts have mitigated the effects of the continued weakness in the price of CERs. EcoSecurities' consolidated revenue continues to be generated mainly from the delivery of CERs under the forward sale contracts. The inherent value of the Company, relative to the low share price, has been identified by a number of organisations and the Company received unsolicited approaches in June 2009 from Guanabara Holdings B.V. ("Guanabara") and EDF Trading Limited and then, in July 2009, from Tricorona AB (publ) that they were each considering making offers for the Company, although EDF Trading Limited subsequently withdrew their approach. On 23 July 2009, Guanabara announced that an offer document containing details in relation to its cash offer for EcoSecurities at 77 pence had been posted to shareholders on 22 July 2009. The Board of EcoSecurities believes that this approach is opportunistic and wholly inadequate. In a separate circular posted to shareholders today, the Board of EcoSecurities sets out the reasons for it recommending that shareholders reject the offer. The Board of EcoSecurities remains fully committed to delivering value to all its shareholders. The policy environment that EcoSecurities operates in is divided into two components, the current Kyoto framework, where the majority of EcoSecurities' value is derived, and the emerging post-Kyoto framework. Within the current system, in which policy actions are regulatory in nature, the CDM continues to be a challenging environment, involving delays and slow decision making. However, we observe active enhancements within the functioning of the CDM, as the UNFCCC secretariat continues to increase its staff count and the Executive Board implements a series of process changes designed to improve the efficiency of the CDM. Over the past half year, the emergence of a CDM Project Developer Forum, which EcoSecurities chairs, has proved to be a good addition to the dialogue around those needed enhancements, supplementing the broader policy sweep covered by IETA and CMIA. The broader issue of the post-Kyoto regime is beginning to come into some focus. With the House of Representatives passage of the Waxman Markey Bill, it appears increasingly likely that the US will join the world of cap and trade and offsets, increasing the overall scope of emissions trading several times over. While passage in the Senate must still occur and will likely involve further changes, the Waxman Markey Bill as written would create a US market of up to 2 billion tonnes CO2e per year, split between domestic and international sources. The re-engagement of the US is also a positive for the Copenhagen process that is seeking to define the post-Kyoto era from the global community's perspective. While any final agreement out of Copenhagen will only emerge at the very end of that process, it seems increasingly clear that the world's largest industrial emitters, the US, China and the EU, are collectively determined to emerge with a system that promotes international emissions trading in one form or another. As announced previously, Bruce Usher has expressed the wish to step down as Chief Executive Officer when a suitable successor is appointed. Mr Usher, who is stepping down to pursue personal interests, remains fully committed to the Company and will continue as a non-executive director after he has stepped down as Chief Executive Officer. He and the Board believe that a new Chief Executive Officer, located closer to the head office, will be important in achieving the next stage of the Group's development. The Board has engaged an international executive search firm and the search process is progressing. Prices in the carbon market have improved somewhat since February 2009, although the environment remains challenging and is expected to remain so for the short term. However, with EcoSecurities' visibility of revenues provided by the forward sales contracts, its reduced cost base and strong balance sheet, the Group is well positioned not only to progress successfully during the current period of low CER prices and worldwide economic downturn, but also to take advantage of the potential recovery of CER prices in the latter part of the first commitment period of the Kyoto Protocol. Mark Nicholls Chairman Chief Executive Officer's review I am very pleased that the EcoSecurities Group is reporting its first period of profitability. EcoSecurities has benefitted from its long standing policy of hedging a significant portion of its pre-2012 CER portfolio which has mitigated the effect of lower CER prices. In addition, issuance for the pre-2012 CER portfolio has increased and we continue to control administrative expenses. The Group's strategy remains the issuance and monetisation of the existing pre-2012 CER portfolio and we have made good progress during the first six months of 2009. Revenue and production The first half of 2009 saw another period of rapid increase in consolidated revenue for EcoSecurities as scheduled and advanced deliveries of CERs under existing forward sale contracts increased. Group revenue for the first six months of 2009 was ¤60.0m, an increase of ¤46.6m over the ¤13.4m reported for the same period last year. Sales of CERs amounted to ¤58.1m and represented 4,274,000 CERs. Net issuances for the first six months of 2009 amounted to 820,000 CERs to EcoSecurities representing an increase from 791,000 CERs for the full year in 2008 and the gross number of CERs issued by projects managed by EcoSecurities amounted to 2,587,000 for the first six months of 2009, up from 1,920,000 for the full year in 2008. EcoSecurities' consulting services business continued to provide GHG management and climate change strategy services to various public and private sector clients throughout the first six months of 2009. In addition, the consulting team continues to contribute to the policy and market understanding of EcoSecurities by consistently monitoring and contributing to the ongoing climate policy debate, alongside tracking carbon market developments. Gross profit for the first six months of 2009 was ¤9.1m, an increase of 91% over the ¤4.8m reported for same period last year. The cost of sales per CER was in excess of that of the portfolio average as 3,712,000 CERs sold in the first six months had been purchased on the secondary market at higher prices. VER prices have remained weak since the year end and inventory and purchase contract provisions of ¤1.7m, largely against VERs in inventory, have been charged in arriving at the gross profit for the first half of 2009 reported above. At 30 June 2009, forward sales amounted to 27.6 million CERs. This amount excludes any put options held by the Group, the strike price of which is below the market price at 30 June 2009 of ¤11.80 per CER. The total expected revenue for the period from 1 July 2009 to 2013 in respect of contracted sales amounts to ¤380.6m and represents a net trading margin of ¤163.1m. At 30 June 2009, the weighted average sale price of the contracted sales currently scheduled for delivery in the period from 1 July 2009 to 2013 was ¤13.80 per CER. During the first half of 2009, as the price of CERs was volatile, EcoSecurities accelerated the delivery of certain forward sales contracts which increased sales above the planned level. The forward sales are largely to Japanese and European utilities, a major Japanese trading company buying on behalf of the Japanese government, European and Japanese government agencies and major European banks. The Group reported net revenue, comprising gross profit and other income, for the first six months of 2009 of ¤11.6m (¤4.8m for the first half of 2008). Portfolio advances The net portfolio of pre-2012 CERs (which excludes agency contracts and only includes EcoSecurities' share of principal contracts) can be analysed as follows: 30 June 2009 31 December 2008 Project cycle landmark (cumulative No. of Million No. of Million values) projects CERs projects CERs Contracted 447 124 482 144 Due diligence 69 23 85 41 Portfolio 378 101 397 103 Operational stage: Financed 344 90 352 90 Construction started 331 86 337 86 Operations started 235 57 202 52 CDM stage: PDD complete 293 73 287 71 Submitted to validation 292 73 267 69 HNA obtained 254 67 241 67 Validated 190 50 164 43 Submitted to registration 189 50 162 43 Registered 158 40 127 35 Verified 37 14 26 4 Issuing 31 6 26 4 The weighted average acquisition price of the pre-2012 CER portfolio at 30 June 2009 was ¤8.02 per CER (¤7.84 at 31 December 2008). At 30 June 2009, the Group had inventory of 263,000 CERs (1,710,000 CERs at 31 December 2008) and 2,458,000 VERs (2,122,000 VERs at 31 December 2008). At 30 June 2009, 158 projects had been registered with the CDM Executive Board, up from 127 projects at the 31 December2008. On a net basis to EcoSecurities, these 158 projects are capable of producing 40 million CERs (35 million CERs at 31 December 2008), representing 40% of the Group's net pre-2012 CER portfolio (34% at 31 December 2008). At 30 June 2009, 190 projects (164 projects at 31 December 2008) had been validated and these projects are capable of producing 50 million pre-2012 CERs on a net basis (43 million CERs at 31 December 2008), representing 50% of the portfolio (42% at 31 December 2008). Of the registered projects, projects capable of producing 32 million CERs (26 million CERs at 31 December 2008) for EcoSecurities are already operational. Consistent with EcoSecurities' expectation of an active market beyond 2012, the Group's post-2012 CER portfolio amounted to 125 million CERs at 30 June 2009 (132 million CERs at 31 December 2008). The Group's VER contracted portfolio amounted to 9 million VERs at 30 June 2009 (9 million at 31 December 2008). The Group's contracted carbon credit projects at 30 June 2009 can be summarised as follows: +-------------------------------------------------------------------+ | Carbon credit type | Gross volume | Net entitlement to | | | Million tCO2e | Group | | | | Million tCO2e | |------------------------------+---------------+--------------------| | CERs to 2012 (principal) | 105 | 98 | |------------------------------+---------------+--------------------| | CERs to 2012 (agency) | 9 | 1 | |------------------------------+---------------+--------------------| | CERs to 2012 (project | 3 | 2 | | development) | | | |------------------------------+---------------+--------------------| | Subtotal pre-2012 CER | 117 | 101 | | portfolio | | | |------------------------------+---------------+--------------------| | Pre-2012 CERs (due | 24 | 23 | | diligence) | | | |------------------------------+---------------+--------------------| | Subtotal contracted pre-2012 | 141 | 124 | | CERs | | | |------------------------------+---------------+--------------------| | CERs post-2012 (options and | 130 | 125 | | ERPAs) | | | |------------------------------+---------------+--------------------| | VERs | 9 | 9 | |------------------------------+---------------+--------------------| | Total volume contracted | 280 | 258 | +-------------------------------------------------------------------+ Of the post-2012 CER portfolio, 95% of the contracted volume represents contracts where there is no fixed price obligation. Administrative expenses for the six months ended 30 June 2009 amounted to ¤11.3m, a reduction of 29% below the level of ¤15.9m for the second six months of 2008. The Group reported a maiden profit before income tax for the first six months of 2009 of ¤1.1m (¤10.0m loss for the first half of 2008). Outlook Portfolio issuances currently anticipated for 2009 remain in line with the Board's expectations. As a result of EcoSecurities' policy of hedging a significant portion of its pre-2012 CER portfolio and as a result of the ongoing cost control measures, the Group is resilient to a period of weak CER prices and is also well positioned to take advantage of the potential recovery in CER pricing in the later stages of the first commitment period of the Kyoto Protocol. EcoSecurities remains well placed to capture the further growth opportunities which the Board believes will be presented by the continuing evolution of the global carbon market. Bruce Usher Chief Executive Officer Financial review Income statement Despite the global recession and drop in Carbon Credit prices, EcoSecurities' consolidated revenue rose to ¤60.0m for the first half of 2009, an increase of ¤46.6m or 348% over the same period last year and reflects the benefit of the Group's strategy to forward sell a proportion of the pre-2012 CER portfolio. Some ¤59.4m was derived from the sale of 4.3m CERs and 0.3m VERs and other revenue from the issuance of CERs from the pre-2012 portfolio. Of the sales of CERs, 4.0m CERs were in fulfilment of existing delivery obligations of the Group, which were contracted before 31 December 2008, and 0.3m were sales entered into during the first half of 2009. Net revenue increased 141% over the same period last year to ¤11.6m. Revenues from consulting services grew slightly over the same period last year and amounted to ¤0.6m as the benefits of the restructuring of this business at the end of 2008 began to take effect. The gross profit margin percentage increased to 15.3% in first half of 2009 from 6.6% for the year to 31 December 2008, reflecting the relative mix of acquisition costs and sales prices and a lower level of charge for inventory impairment and onerous contracts required for the first six months of 2009 of ¤1.7m (¤3.3m for the year ended 31 December 2008). Other income of ¤2.5m for the first six months of 2009 (¤nil for the first half of 2008) represents principally the margin from the net settlement of CER delivery obligations and other margin arising from the secondary trading of Carbon Credits. Administrative expenses for the first half of 2009 were ¤3.6m lower than the same period last year at ¤11.3m, representing a 24.2% decrease. This reduction results from the cost containment initiatives started during 2008. Although the average headcount reduced from 298 for the first half of 2008, to 258 for the first six months of 2009, the Group continued to prioritise the business areas involved in realising delivery of CERs from the existing pre-2012 CER portfolio. The principal component of administrative expenses continues to be staff costs and associated expenditure. Finance income for the first half of 2009 decreased to ¤1.3m from ¤2.9m in the same period last year, mainly as a result of lower market returns available on our cash deposits. The Group's strategy has been to spread cash deposits with secure financial institutions during the global credit crisis. Finance income also benefited from ¤1.0m realised and unrealised foreign exchange gains on the Group's financial assets and liabilities (principally receivables, payables and bank deposits) and unrealised mark to market movements on open JPY/¤ hedges. Finance expense amounted to ¤0.6m and comprised mainly of realised losses of matured JPY/¤ hedges and the cost of settling an open CER option position. The tax charge of ¤0.8m during the first half of 2009 is mainly due to foreign tax on profitable overseas subsidiaries. The Group made a profit after income tax of ¤0.3m for the first half of 2009, a ¤11.4m improvement over the same period last year. This profit reflected the Group's strategy of hedging against CER market price movements by forward selling a proportion of the pre-2012 portfolio and continued cost containment measures whilst still investing in core business processes surrounding the realisation of CERs from the pre-2012 portfolio, which has led to an increased number of the Group's projects maturing to an issuing stage and generating CERs. Balance sheet Intangible assets increased to ¤12.2m at 30 June 2009, reflecting the greater maturity of the pre-2012 CER portfolio and an increased number of projects in the portfolio now in the CDM process. The Group's policy is to capitalise identifiable costs of CDM project implementation and project investments and then amortise these costs based on CER flows from the projects to which they relate. Inventory comprised ¤3.0m of CERs and ¤4.1m of VERs at 30 June 2009, a significant reduction from the inventory held at year end, primarily as a result of deliveries against forward sales in the first half of 2009. The derivative financial asset of ¤0.4m relates to mark to market adjustments on unrealised forward foreign currency contracts and the derivative financial liability relates to mark to market positions on unrealised Carbon Credit futures contract positions. Some ¤0.8m of deferred income in non-current trade and other payables was reclassified to current trade and other payables in the period, reflecting deferred income realisable in the second half of 2009. At 30 June 2009, the Group's contracted commitment to investments totalled ¤8.2m (¤8.4m at 31 December 2008). Cash flow The net cash inflow generated from operations of ¤21.3m for the first half of 2009 (¤28.5m outflow for the first six months of 2008) was mainly due to a net decrease on working capital, comprising principally inventory, which decreased by ¤21.3m, and trade receivables, which decreased by ¤12.6m, partially offset by the settlement of foreign exchange derivative contracts of ¤10.3m net. The net cash outflow from investing activities amounted to ¤4.3m (¤1.5m for the first half of 2008) and comprised the investment in intangible assets less interest received on the Group's cash deposits. The net cash outflow from financing activities amounted to ¤4.9m (¤3.8m inflow for the first half of 2008) and is mainly explained by cash set aside as collateral against letters of credit, margin calls on open futures and foreign exchange contract positions. The cash balance increased by ¤17.6m to ¤56.3m at 30 June 2009 from ¤38.7m at 31 December 2008. Some ¤5.0m of the cash held was used to provide collateral and margin calls on letters of credit and open futures and foreign exchange contract positions. James Thompson Chief Financial Officer Condensed consolidated income statement for the six months to 30 June 2009 6 months to 30 6 months to Year ended 31 June 30 June December 2008 2009 Unaudited 2008 Audited Unaudited ¤'000 ¤'000 ¤'000 Revenue 59,977 13,401 69,476 Cost of sales (50,828) (8,621) (64,915) Gross profit 9,149 4,780 4,561 Other income 2,460 37 1,027 Administrative expenses (11,268) (14,875) (30,736) Profit/(loss) from 341 (10,058) (25,148) operating activities Finance expense (575) (2,778) (10,867) Finance income 1,292 2,884 4,825 Profit/(loss) before 1,058 (9,952) (31,190) income tax Income tax expense (803) (1,187) (1,021) Profit/(loss) for the period attributable to equity holders of the Group 255 (11,139) (32,211) Profit /(loss) per share (expressed in ¤ cents per share) Basic profit /(loss) per 0.22 (9.79) (28.0) share (¤ cent) Fully diluted profit 0.20 (9.79) (28.0) /(loss) per share (¤ cent) Condensed consolidated statement of comprehensive income for the six months to 30 June 2009 6 months to Year ended 6 months to 30 June 31 December 30 June 2008 2008 2009 Unaudited Unaudited Audited ¤'000 ¤'000 ¤'000 Profit/(loss) for the period 255 (11,139) (32,211) Currency translation reserve movement 987 (470) (1,485) Total recognised income and expense for the period attributable to equity holders of the Group 1,242 (11,609) (33,696) Condensed consolidated statement of changes in equity for the six months to 30 June 2009 Share Share Currency Share Other Retained Total capital premium translation based reserves loss reserve payment reserve ¤'000 ¤'000 ¤'000 ¤'000 ¤'000 ¤'000 ¤'000 At 1 294 175,655 (1,991) 1,234 (573) (102,179) 72,440 January 2009 Profit for - - - - - 255 255 the period Issue of 1 60 - - - - 61 shares Foreign - - 987 - - - 987 exchange translation differences Employee - - - 245 - - 245 share option scheme - value of services provided Transfer on - - - (18) - 18 - exercise of share options At 30 June 295 175,715 (1,004) 1,461 (573) (101,906) 73,988 2009 Condensed consolidated balance sheet at 30 June 2009 30 June 2009 30 June 2008 31 December Unaudited Unaudited 2008 Audited Note ¤'000 ¤'000 ¤'000 Assets Non-current assets Intangible assets 12,217 5,855 8,001 Property, plant and 3,392 4,824 4,432 equipment Deferred tax assets 429 220 369 Trade and other 1,184 1,817 920 receivables Total non-current assets 17,222 12,716 13,722 Current assets Inventory 7,109 24,817 29,208 Derivative financial 374 1,472 - assets Trade and other 4,426 13,578 16,984 receivables Cash and cash equivalents 4 56,320 58,951 38,745 Total current assets 68,229 98,818 84,937 Total assets 85,451 111,534 98,659 Shareholders' equity Issued share capital 3 295 292 294 Share premium 175,715 175,597 175,655 Share based payment 1,461 1,115 1,234 reserve Currency translation (1,004) (976) (1,991) reserve Other reserves (573) (573) (573) Retained loss (101,906) (81,129) (102,179) Total shareholders' equity 73,988 94,326 72,440 attributable to shareholders of the Group Liabilities Non-current liabilities Trade and other payables 2,250 3,041 3,000 Interest bearing loans and 1,000 - 1,000 borrowings Deferred tax liabilities 133 178 134 Total non-current 3,383 3,219 4,134 liabilities Current liabilities Trade and other payables 7,155 9,556 10,571 Derivative financial 316 3,346 10,456 liabilities Current tax payable 609 941 460 Provisions - 146 598 Total current liabilities 8,080 13,989 22,085 Total liabilities 11,463 17,208 26,219 Total equity and 85,451 111,534 98,659 liabilities Condensed consolidated cash flow statement for the six months to 30 June 2009 6 months to Year ended 6 months to 30 June 31 December 30 June 2009 2008 2008 Unaudited Unaudited Audited Note ¤'000 ¤'000 ¤'000 Cash flows from operating activities Profit/(loss) for the financial period/year 255 (11,139) (32,211) Income tax expense 803 1,187 1,021 Finance income (1,292) (2,884) (4,825) Finance expense 575 2,778 10,867 Settlement in cash of CER delivery obligation - (2,710) (2,710) Settlement of derivative contracts (10,960) 2,570 1,795 Depreciation of property, plant and equipment 728 618 1,060 Amortisation of intangible assets 37 - 172 Impairment of intangible assets 126 218 605 Write down of inventory 796 - 2,846 Impairment of property, plant and equipment 2 - 144 Share based payment expense 245 243 383 Foreign exchange movement 1,954 128 3,972 Change in inventory 21,303 (13,902) (21,139) Change in trade and other receivables 12,612 (988) (3,577) Change in trade and other payables (4,451) (2,223) (423) Change in provisions (691) (670) (219) Interest paid (71) (66) (158) Tax paid (715) (1,656) (2,163) Net cash generated/(used) from operating activities 21,256 (28,496) (44,560) Cash flows from investing activities Interest received 233 1,414 2,607 Purchase of property, plant and equipment (189) (787) (974) Investment in intangible assets (4,389) (2,126) (4,788) Net cash used in investing activities (4,345) (1,499) (3,155) Cash flows from financing activities Proceeds from the issue of ordinary share capital 12 2,440 2,500 Proceeds from issue of new loans - - 1,000 Movement in restricted cash deposits (4,938) 1,381 19,337 Net cash (used)/generated from financing activities (4,926) 3,821 22,837 Net increase/(decrease) in cash and cash equivalents 11,985 (26,174) (24,878) Cash and cash equivalents at start of period 38,635 68,629 68,629 Effect of foreign exchange rate fluctuations on cash and cash equivalents 652 (1,570) (5,116) Cash and cash equivalents at end of period 4 51,272 40,885 38,635 Notes to the financial information 1 General information EcoSecurities Group plc and its subsidiaries (together the "Group") source, develop and trade carbon credits. The Group also offers consulting services. It operates through a global network of subsidiaries, branch offices and representatives. 2 Basis of preparation The information in this document does not include all the disclosures required by International Financial Reporting Standards in full annual statutory accounts and it should be read in conjunction with the Group's annual accounts for the year ended 31 December 2008. The interim financial information has been prepared in accordance with recognition and measurement requirements of International Financial Reporting Standards (IFRS) as endorsed by the EU Commission. The accounting policies and methods of computation adopted in the preparation of the financial information are, except as noted below, consistent with those set out in the Group's consolidated accounts for the year ended 31 December 2008 which were prepared in accordance with International Financial Reporting Standards (IFRS) as endorsed by the EU Commission. The preparation of the interim financial information requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of certain assets, liabilities, revenues and expenses together with disclosure of contingent assets and liabilities. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. The interim financial information for both the six months ended 30 June 2009 and the comparative six months ended 30 June 2008 are unaudited. The financial information for the year ended 31 December 2008 represents an abbreviated version of the Group's statutory accounts for that year. Those accounts contained an unqualified audit report and have been filed with the Registrar of Companies. Changes in accounting policies A number of changes in accounting policies arise in the current period from the adoption of new or revised International Financial Reporting Standards as follows: * IFRS 8 Operating segments, which became effective on 1 January 2009, sets out the requirements for disclosure of financial and descriptive information about an entity's operating segments, its products and services, the geographical areas in which it operates and its major customers. The adoption of this standard has not had a significant impact on the Group's financial reporting. * IAS 23 Borrowing costs has been revised with effect from 1 January 2009. Consequently, the Group is now required to capitalise borrowing costs, to the extent that they are directly attributable to the acquisition, production and construction of a qualifying asset, as part of the cost of that asset. This change in accounting policy has had no impact on the Group's financial reporting to date as the Group currently has no qualifying borrowings. * IAS 1 Presentation of financial statements has been revised with effect from 1 January 2009. The standard introduces a "statement of comprehensive income" and effectively replaces the statement of recognised income and expense. The Group has adopted the "two separate statements" approach of presenting income and expense within an income statement as before and components of other comprehensive income within a statement of comprehensive income. The Group also now presents a statement of changes in equity as a primary statement. The financial information is presented in euro, rounded to the nearest thousand. 3 Share capital In the first half of 2009 the number of ordinary shares of ¤0.0025 in issue increased by 426,679 to 118,181,352 reflecting the exercise of employee share options by employees and the final element of the deferred consideration in respect of past acquisitions. 4 Cash and cash equivalents 30 June 30 June 31 December 2009 Unaudited 2008 Unaudited 2008 Audited ¤'000 ¤'000 ¤'000 Cash at bank and in hand 2,246 21,392 16,361 Short term deposits 49,026 19,493 22,274 Cash and cash equivalents 51,272 40,885 38,635 for the purposes of the cash flow statement Restricted cash 5,048 18,066 110 Cash and cash equivalents 56,320 58,951 38,745 The borrowing facility allowing collateralised financing of an amount up to equivalent of the prevailing market value of 2,000,000 CERS remained undrawn at 30 June 2009. At 30 June 2009, the facility equated to ¤23,600,000. KPMG report on the Interim Results Set out below is the full text of a report on the Interim Results from KPMG: "The Directors EcoSecurities Group plc 40 Dawson Street Dublin 2 RBS Hoare Govett Limited 250 Bishopsgate London EC2M 4AA 4 August 2009 Dear Sirs We report on the profit estimate comprising the interim financial statements of EcoSecurities Group plc (the "Company") and its subsidiaries (together the "Group") for the six month period ended 30 June 2009 (the "Profit Estimate") issued by the Company dated 4 August 2009. This report is required by Rule 28.3(a) of the Irish Takeover Panel Act, 1997, Takeover Rules, 2007 (the "Takeover Rules") and is given for the purpose of complying with that rule and for no other purpose. Accordingly, we assume no responsibility in respect of this report to the offeror or any person connected to, or acting in concert with, the offeror or to any other person who is seeking or may in future seek to acquire control of the Company (an "Alternative Offeror") or to any other person connected to, or acting in concert with, an Alternative Offeror. Responsibilities It is the responsibility of the directors of the Company to prepare the Profit Estimate in accordance with the requirements of the Takeover Rules. In preparing the Profit Estimate the directors of the Company are responsible for correcting errors that they have identified which may have arisen in the unaudited financial results and unaudited management accounts used as a basis of preparation for the Profit Estimate. It is our responsibility to form an opinion as required by the Takeover Rules as to the proper compilation of the Profit Estimate and to report that opinion to you. Save for any responsibility which we may have to those persons to whom this report is expressly addressed and which we may have as a result of the inclusion of this report in an offer-related document (a "Document") to be issued by the Company on 4 August 2009, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with Rule 28.4 of the Takeover Rules, consenting to its inclusion in a Document. Basis of preparation of the Profit Estimate The Profit Estimate has been prepared on the basis of preparation set out in Note 2 to the interim financial statements and comprises the unaudited interim financial results for the six months ended 30 June 2009. The Profit Estimate is required to be presented on a basis consistent with the accounting policies of the Group. Basis of opinion We conducted our work in accordance with the Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom and Ireland. Our work included evaluating the basis on which the historical financial information for the six months ended 30 June 2009 included in the Profit Estimate has been prepared and considering whether the Profit Estimate has been accurately computed using that information and whether the basis of accounting used is consistent with the accounting policies of the Group. We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with reasonable assurance that the Profit Estimate has been properly compiled on the basis stated. However, the Profit Estimate has not been audited. Opinion In our opinion the Profit Estimate has been properly compiled on the basis stated and the basis of accounting used is consistent with the accounting policies of the Group. Yours faithfully KPMG Chartered Accountants" RBS Hoare Govett report on the Interim Results Set out below is the full text of a report on the Interim Results from RBS Hoare Govett, the Company's financial advisers: "The Directors EcoSecurities Group plc 40 Dawson Street Dublin 2 4 August 2009 Dear Sirs We refer to the interim financial statements of EcoSecurities Group plc (the "Company") and its subsidiaries for the six month period ended 30 June 2009 (the "Interim Results"). We have discussed the Interim Results and the basis on which they have been prepared with you as directors of the Company. We have also discussed the accounting policies and basis of calculation for the Interim Results with KPMG, EcoSecurities Group plc's auditor, and have considered their letter of today's date addressed to yourselves and ourselves on this matter. You have confirmed to us that all information material to the Interim Results has been disclosed to us. We have relied on the accuracy and completeness of all such information and have assumed such accuracy and completeness for the purpose of rendering this letter. On the basis of the foregoing, we consider that the Interim Results, for which you as directors of the Company are solely responsible, have been compiled with due care and consideration. This letter is provided to you solely in connection with Rule 28.3 (a) of the Irish Takeover Panel Act, 1997, Takeover Rules, 2007 and for no other purpose. To the fullest extent permitted by law, we accept no responsibility in respect of this letter to any persons other than to you solely in your capacity as directors of the Company. Yours faithfully, RBS Hoare Govett Limited" Company information Executive Directors Bruce Usher Adrian Fernando James Thompson Non-Executive Directors Mark Nicholls, Chairman Thomas Byrne Alec Dreyer Paul Ezekiel Robert Flicker Secretary Patrick James Browne Principal bankers HSBC HSBC House Harcourt Centre Harcourt Street Dublin 2 Ireland Bank of Ireland Corporate Banking Lower Baggot Street Dublin 2 Ireland Nominated adviser, financial adviser and broker RBS Hoare Govett Limited 250 Bishopsgate London EC2M 4AA United Kingdom Registrars Capita Corporate Registrars Unit 5, Manor Street Business Park Manor Street Dublin 7 Ireland Solicitors Matheson Ormsby Prentice 70 Sir John Rogerson's Quay Dublin 2 Ireland Auditor KPMG Chartered Accountants 1 Stokes Place St Stephen's Green Dublin 2 Ireland Registered office EcoSecurities Group plc 40 Dawson Street Dublin 2 Ireland Glossary "Carbon credits" means greenhouse gas Emission Reduction benefits arising from project-level activities; "CDM" means Clean Development Mechanism, being the provision of the Kyoto Protocol that governs project level carbon credit transactions between developed and developing countries; "CER" means Certified Emission Reduction, being carbon credits created by CDM projects. 1 CER corresponds to 1 tonne of CO2e Emission Reductions; "CMIA" means the Carbon Market Investors Association - an international trade association representing businesses working to reduce carbon emissions through the market mechanisms of the UNFCCC and the Kyoto Protocol; "CO2e" means carbon dioxide equivalent and the unit used in the Kyoto Protocol; "ERPA" means an Emission Reduction purchase agreement; "Emission Reductions" means units ascribed to the reduction of greenhouse gas related emissions; "EU ETS" means the European Union Emissions Trading Scheme - A market-based 'cap and trade' system for GHGs adopted by European Union member states in January 2005 in advance of their obligations under the Kyoto Protocol; "GHG" means greenhouse gases, such as CO2 that trap heat in the atmosphere; Gross" means in respect of contracted and portfolio acquisitions of Emission Reductions, the total project volumes without adjustment for EcoSecurities' share of Emission Reductions from individual contracts; "IETA" means the International Emissions Trading Association - an international trade association involved in the development of an active, global greenhouse gas market and the creation of systems and instruments to ensure effective business participation; "Kyoto Protocol" means international agreement under which industrialised countries commit to reduce GHG emissions; "Net" means in respect of contracted and portfolio acquisitions of Emission Reductions adjusted for EcoSecurities' share of Emission Reductions from individual contracts; "Net Trading Margin" means the net spread on principal arrangements, net agency fees (after commission to third parties) and project development margins, and excludes other direct cost inputs and fixed cost allocations; "PDD" means a Project Design Document; "Portfolio" means rights to buy or receive Carbon Credits from Emission Reduction projects that are capable of producing up to a stated level of Carbon Credits "tCO2e" means tonnes of carbon dioxide equivalent, units for carbon dioxide equivalent calculations; "UNFCCC" means the United Nations Framework Convention on Climate Change, signed in 1992; "VER" means Verified Emission Reduction, being carbon credits created through voluntary emission reduction projects. One VER corresponds to 1 tonne of CO2e Emission Reductions. PRESENTATION OF INFORMATION, BASES AND SOURCES 1 Forward-Looking Statements This document contains statements that are or may be "forward-looking" with respect to the financial condition, results or operations and businesses of the Company. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "forecasts", "plans", "prepares", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or variations or comparable terminology. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company, or the industry in which is operates, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. 2 Presentation of Financial and Operating Information Unless otherwise stated, the financial information concerning the Company has been extracted from internal financial and management information, the published annual reports and accounts of the Company for the relevant periods and other information made publicly available by the Company. Financial information is reported under Irish GAAP unless otherwise stated. Unless otherwise stated, operating information concerning the Company, including contracted project and portfolio figures, CER issuance figures, project registration figures, weighted average sale prices, weighted average acquisition prices, inventory data and consulting services has been sourced from internal financial and management information, the published annual reports and accounts of the Company for the relevant periods and other information made publicly available by the Company. 3 Third Party Sources The Company confirms that the information in this document obtained from third party sources has been correctly and fairly reproduced. So far as the Company is aware and has been able to ascertain from information published by such third parties, no facts have been omitted which would render the reproduced information inaccurate or misleading. The Company does not have access to the facts and assumptions underlying the data extracted from publicly available sources. As a result, the Company is unable to verify such. 4 Page References The relevant bases of calculation and source of information are provided below in the order in which the relevant information appears in this document and by reference to page numbers in this document. Where financial or operating information is based on the underlying sources and bases described in paragraph 2, the underlying sources and bases are not repeated again. Where information is repeated in this document, the underlying bases and sources are generally cited once and not repeated again. The reference to the Company being one of the world's leading companies in the business of sourcing, developing and trading carbon credits from greenhouse gas emission reduction projects is based on the number of industry awards that the Company has obtained in recent years and market research reports including: (a) Environmental Finances' award for 'Best CDM/JI Project Developer 2008' for the second year in a row alongside the award for 'Best Voluntary Market Project Developer'; (b) New Carbon Finance award for 'Top Carbon Off-taker by Number of Deals' in 2008; and (c) Verdantix, identifying the Company in their 'Helping you Change with the Climate' research report of December 2008 identifying the Company as one of the 4 leading firms in the carbon market in their Green Quadrant 'Analysis of CDM Project Developer'. The reference to the financial performance being significantly improved and underpinned by successful forward sales strategy and management action on costs is based on the 2007 and 2008 Annual Reports and Accounts, internal management information and the interim results set out in this announcement (the "Interim Results"). The reference to control of administrative expenses having remained tight and expenditure for the first half of 2009 being 24 per cent lower than the same period last year is based on internal management information. The reference to the policy of forward sales having resulted in contracted future revenues of ¤380.6m at 30 June 2009 with an associated Net Trading Margin of ¤163.1m is based on internal management information. The reference to CER issuances currently anticipated for 2009 remaining in line with the Board's expectations is based on internal management information. The reference to the Board of EcoSecurities having today written to shareholders recommending the rejection of the offer by Guanabara Holdings B.V. as opportunistic and wholly inadequate is based on a Shareholder Circular to be published today. The reference to the potential recovery of CER prices in the latter part of the first commitment period of the Kyoto Protocol is sourced from Barclays Capital Monthly Carbon Standard dated 20 July 2009 and Société Générale Global Commodities Review dated 29 June 2009. The reference to EcoSecurities' long standing policy of selling forward CERs to mitigate the impact of low CER prices is based on internal management information. The reference to the low point in the price of CERs reached in February 2009 being a result of large volumes of EUAs being sold by obligated entities in the midst of the credit crunch and that this downward pressure on the price of CERs has since reduced and the price has partially recovered is sourced from internal management information and from Barclays Capital Commodities Research dated 20 July 2009 and Société Générale Commodities Research dated 29 June 2009. The reference to EcoSecurities' consolidated revenue continuing to be generated mainly from the delivery of CERs under the forward sale contracts is based on internal management information. The reference to the inherent value of EcoSecurities relative to the low share price having been identified by a number of organisations is based on the following: (d) a report from KBC Peel Hunt entitled 'Morning Note - EcoSecurities - Buy' dated 17 July 2009; (e) a report from Mirabaud entitled 'EcoSecurities Clean Technology - Any More Bids? Mark II' dated 17 July 2009; and (f) a research report from Matrix Corporate Capital entitled 'New Energy - Two Steps Forward.' dated 23 June 2009. The reference to Guanabara announcing that it was considering making an offer for the entire issued share capital of EcoSecurities at a price of 60 pence per Ordinary Share is sourced from the announcement made by Guanabara on 5 June 2009 entitled 'Guanabara - Rule 2.4 Announcement'. The reference to EDF Trading announcing that it was also considering making a cash offer for the entire issued share capital of EcoSecurities at a price of at least 75 pence per Ordinary Share is sourced from the announcement made by EDF Trading on 8 June 2009 entitled 'EDF Trading - Rule 2.4 Announcement'. The reference to EDF Trading announcing that it did not intend to progress its possible offer and had entered into a conditional purchase agreement with Guanabara is sourced from the announcements made by EDF Trading on 16 July 2009 entitled 'EDF Trading - Statement Re Possible Offer for EcoSecurities' and 'EDF Trading - Portfolio Purchase Agreement with Guanabara in relation to EcoSecurities'. The reference to Tricorona AB (publ) reviewing the situation regarding the possibility of making an offer for EcoSecurities is sourced from the press release made by Tricorona AB (publ) on 21 July 2009 entitled 'Tricorona - Possible Offer for EcoSecurities'. The reference to Guanabara's cash offer of 77 pence per Ordinary Share for the entire issued and to be issued share capital of EcoSecurities is sourced from the Offer Document. The reference to the policy environment that EcoSecurities operates in being divided into two components, the current Kyoto framework, where the majority of EcoSecurities' value is derived, and the emerging post-Kyoto framework is based on internal EcoSecurities' research. The reference to the CDM continuing to be a challenging environment, involving delays and slow decision making, within the current system, in which policy actions are regulatory in nature, is based on the report of the UNFCCC entitled "Call for Inputs on Efficiency in the Operation of the CDM and Opportunities for Improvement" and available at: http://cdm.unfccc.int/public_inputs/2009/cdmimprov/index.html. The reference to the UNFCCC secretariat increasing its staff count and the Executive Board implementing a series of process changes designed to improve the efficiency of the CDM is based on the UNFCCC report entitled "Framework Convention on Climate Change - Executive Board of the Clean Development Mechanism Forty-Eight Meeting Report" published on 17 July 2009. The reference to the emergence of a CDM Project Developer Forum, which EcoSecurities chairs, over the past half-year having proved to be a good addition to the dialogue around those needed enhancements, and supplementing the broader policy sweep covered by IETA and CMIA is based on a publication from Point Carbon entitled "Project Developers Launch Lobby Group" published on 19 November 2008 and available at: http://www.carbon-financeonline.com/index.cfm?section=global&id=11694&action=view&return=home. The reference to the increasing likelihood of the US joining the world of cap and trade and offsets, increasing the overall scope of emissions trading several times, creating a US market of up to 2 billion tonnes CO2e per year, split between domestic and international sources is based on The American Clean Energy and Security Act (H.R. 2454) approved by the US House of Representatives on 26 June 2009. The reference to the Copenhagen process is based on information about the UNFCCC meetings to be held in Copenhagen sourced at: http://en.cop15.dk/ and http://unfccc.int/2860.php. The reference to prices in the carbon market having improved somewhat since February 2009, although the environment remains challenging and is expected to remain so for the short term is based on Barclays Capital Monthly Carbon Standard dated 20 July 2009 and Société Générale Global Commodities Research dated 29 June 2009. The reference to EcoSecurities having benefited from its long standing policy of hedging a significant portion of its pre-2012 CER portfolio which has mitigated the effect of lower CER prices is based on internal forward sales information and forward carbon market pricing information (as referenced above). The reference to the Group's strategy remaining the issuance and monetisation of the existing pre-2012 CER portfolio is based on internal management information and the 2008 Annual Report and Accounts. The reference to the Group having made good progress during the first six months of 2009 is based on the Interim Results. The reference to the first half of 2009 seeing another period of rapid increase in consolidated revenue for EcoSecurities as scheduled and advanced deliveries of CERs under existing forward sale contracts increased is based on the Interim Results and internal management information. The reference to the VER prices having remained weak since the year end is based on internal management information and internal market research. The reference to EcoSecurities accelerating delivery of certain forward sales contracts during the first half of 2009 is based on internal management information. The reference to the price of CERs being volatile in the first half of 2009, is sourced from the ECX website: http://www.ecx.eu/. The reference to the forward sales being largely to Japanese and European utilities, a major Japanese trading company buying on behalf of the Japanese government, European and Japanese government agencies and major European banks is based on the internal management information. ---END OF MESSAGE--- This announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
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