REG - Active Energy Group - Interim results for the six months ended 30 June
18/12/2024 07:00
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RNS Number : 4659Q Active Energy Group PLC 18 December 2024
18 December 2024
Active Energy Group Plc
('Active Energy', the 'Company' or the 'Group')
Interim results for the six months ended 30 June 2024
Active Energy, the international biomass based renewable energy business, is
pleased to announce its unaudited interim results for the six months ended 30
June 2024.
HIGHLIGHTS
Operational Highlights:
· On 26 January 2024, the commercial arrangements between Active
Energy and Player Design Inc. to commence first production volumes of
CoalSwitch® at the Ashland Reference Facility in Maine (the 'Facility') were
terminated by mutual agreement.
· On 5 March 2024, a settlement was agreed between Active Energy and
Player Design, providing for a cash payment of $1.6m to the Company reflecting
previous amounts contributed by the Company towards development of the
Facility. This sum was subsequently received by Active Energy.
· During the second quarter of 2024, the Board and the Company's
management team investigated options to produce CoalSwitch® fuel at
alternative facilities in the United States and examined commercial
opportunities to monetise the Company's CoalSwitch® proprietary technology.
In the event, Active Energy was unable to find an alternative production
facility or to raise sufficient working capital to build and/or operate a
CoalSwitch® production facility within an appropriate timeframe.
· On 13 May 2024, Active Energy ceased its US activities, and the
Board started looking at options to maximise value for its stakeholders via
either, i) a disposal of the components of the Group or ii) the sale of the
CoalSwitch® assets and its associated intellectual property.
· On 20 June 2024, the Company announced that because it was unable
to raise sufficient working capital to continue to commercialise CoalSwitch®,
it was proposing a members' voluntary liquidation of the Company. The proposal
was subsequently not approved by the shareholders.
Financial Highlights:
§ Loss from continuing operations of $1.0 million (H1 23: $2.2 million).
§ Cash position of $0.4 million at 30 June 2024 (31 December 2023: $0.3
million).
Post Period End activity and Outlook:
· On 1(st) July 2024, the Company shares were suspended from trading
on AIM pending publication of the Company's 2023 audited annual accounts.
· A shareholder's meeting to approve the members' voluntary
liquidation was held on 22 July 2024. At that meeting the relevant resolutions
were not approved by the shareholders. Following the shareholder's meeting,
the Board has continued to examine ways to monetise the CoalSwitch®
technology.
· On 15(th) October 2024, Active Energy announced that it had
received £125,000 by way of a loan from Zen Ventures Limited ('Zen Ventures')
to enable the completion of the audit of the accounts for year ended 31
December 2023 and preparation of the interim accounts for the 6 months ended
30 June 2024 (together the 'Accounts').
· On 1 November 2024, a Heads of Terms ('Heads of Terms') was agreed
between Active Energy and Zen Ventures. Zen Ventures subsequently extended its
loan to the Company to a total amount of £200,000 to allow completion of the
Accounts. On the same day, Max Aitken and Jason Zimmermann, both non-executive
directors, resigned from the Board.
· On 4 December 2024 the Company published its accounts for the year
ended 31 December 2023 Trading in the Company's shares remained suspended on
AIM pending the Company announcing its interim results for the six months
ended 30 June 2024.
· Following this announcement, it is expected that trading in the
Company's shares on AIM will recommence at 7:30am on 18 December 2024.
· An annual general meeting of the Company (the 'AGM') will be
convened in January 2025 and a circular will be published and sent to
shareholders as soon as practicable.
· In accordance with the Heads of Terms, Zen Ventures intend to
appoint 2 new directors to the Board before the AGM. James Leahy and Michael
Rowan have informed the Board that they intend to resign as directors of
Active Energy at the conclusion of the forthcoming AGM, subject to the Company
having two other directors at the time.
Michael Rowan, CEO of Active Energy, commented:
"After an uncertain year, the Board have completed the audit of the accounts
for the year ended 31 December 2023 and these interim results. We have used
every effort over many years to commercially develop CoalSwitch® and are
frustrated that we could not achieve this. The investment by Zen Ventures will
allow the Company to continue to seek to monetise its CoalSwitch® assets and
we thank them for their support in recent months.
Enquiries:
Website LinkedIn Twitter
www.aegplc.com https://www.linkedin.com/in/active-energy-group-plc/ https://x.com/aegplc (https://x.com/aegplc)
@aegplc
Enquiries
Active Energy Group Plc James Leahy (Chairman) info@aegplc.com
Michael Rowan (Chief Executive Officer)
Allenby Capital Limited Nick Naylor/James Reeve/Daniel Dearden-Williams (Corporate Finance) Office: +44 (0)20 3328 5656
Nominated Adviser and Joint Broker Amrit Nahal (Sales/Corporate Broking)
Zeus Capital Limited Joint Broker Antonio Bossi Office: +44 (0)20 3829 5000
BOARD'S STATEMENT
Introduction
The Group's strategy to continue to continue to commercialise CoalSwitch®, a
proprietary biomass production technology, met with significant commercial
challenges in the first half of 2024.
Operational review during the period
1. Relationship with Player Design Inc ("Player Design")
After the various project delays at Player Design's facility in Ashland, Maine
, (the 'Ashland Reference Facility' or the 'Facility') had been communicated
to the Board during the second half of 2023, the Board became increasingly
concerned about Player Design's commitment toward both completion of the
Ashland Reference Facility and the future production of CoalSwitch® fuels and
its wish to continue any commercial partnership with Active Energy. In the
meantime, Active Energy continued to market CoalSwitch® fuels to prospective
customers.
In January 2024, the Company announced that Player Design had informed the
Company that it was no longer willing or able to commit to offer a future
production date for the CoalSwitch® fuels or confirm any future production
volumes. Player Design also stated that it wished to terminate its commercial
links with Active Energy although it provided no substantive reasons for
wanting to do so. The Board attempted over several weeks to seek a compromise,
even providing for a limited production run of CoalSwitch® fuels from the
Facility but all these efforts were unsuccessful. In March 2024 a settlement
agreement was agreed between the parties regarding the activities at the
Ashland Reference Facility (the "Settlement Agreement').
Under the terms of the Settlement Agreement, Player Design agreed to pay the
Company the sum of $1.65m to cover; (i) the return of cash proceeds formerly
committed by the Company toward the development of the Ashland Reference
Facility; (ii) transferring the ownership of certain production equipment
located at the Ashland Reference Facility from the Company to Player Design;
and, (iii) Player Design retaining ownership of its specific know how for its
production methods at the Facility. These rights did not infringe upon Active
Energy's intellectual property. The Board was disappointed in the actions of
Player Design.
2. A Revised Strategy for Active Energy
During April 2024, the Board commenced a review of the Company's strategy to
consider all options regarding the development of the Company, the
commercialisation of CoalSwitch® fuels and sourcing alternate funding options
for both the Company and a specific future production project. At that time,
the commercial backdrop was not encouraging, notably with the continuing
weakness in the capital markets and more importantly, the demise of Enviva
Biomass Fuels Inc into Chapter 11, an American insolvency proceeding, during
quarter two 2024. Both factors added to the challenges faced by the Company.
In May 2024, the Board had had a series of discussions with several parties
about both strategic opportunities and the sale or license of the CoalSwitch®
intellectual property. In each instance there was interest, however, timing
had become a critical issue, and the Board had to preserve the finite capital
resources then available to the Company. Considering this, the Board decided
to terminate its operations in the United States and release the Company's US
management team from their employment obligations. At the same time, a series
of cost-cutting exercises were also implemented at the Company.
The Board continued its strategic conversations until mid-June 2024, at which
point it was evident to the Board that any acceptable offer for the assets
belonging to CoalSwitch® was unlikely to be achieved in the short term. On 20
June 2024, the Board resolved that in the event that any outstanding
negotiations failed then it would be prudent to consider a members' voluntary
liquidation given the then limited cash resources available to it.
Post period end activities
On 1 July 2024, the Company's shares were suspended from trading on AIM due to
the Company's failure to publish its audited accounts for the year ended 31
December 2023. The Board convened the shareholders meeting to consider two
resolutions, namely (i) the cancellation of admission to trading on AIM of the
Company's shares and (ii) to undertake a members' voluntary liquidation in
order to affect a solvent winding up of the business. The meeting was held on
22 July 2024; but neither resolution obtained the requisite shareholder's
approval. Following the shareholders meeting all the Board resolved to
continue to seek an alternate solution for the Company and continue its
efforts to monetise the Company's CoalSwitch® fuel assets.
On 15 October, 2024, the Company reached an agreement with Zen Ventures
Limited ('Zen Ventures'), a property development company based in Manchester,
to provide the funding to allow the completion of the audit of the Company's
accounts for the year ended 31 December 2023, and the preparation of the
interim accounts for the 6 months ended 30 June 2024. On 1 November 2024, it
was announced that £200,000 had been provided to the Company by Zen Ventures
under the terms of a loan agreement. On the same date, two of the non-
executive directors of the Company, Max Aitken and Jason Zimmerman resigned
from the Board.
We would like to thank the directors, colleagues and commercial partners for
all their hard work and commitment toward the development of CoalSwitch® over
recent years. It is most frustrating that CoalSwitch® fuel was never provided
with the opportunity to demonstrate its benefits, both environmental and
economic.
James Leahy and Michael Rowan
18 December 2024
FINANCIAL REVIEW
The Unaudited Interim Condensed Consolidated Financial Statements for the
six-month period ended 30 June 2024 ("the reporting period" or "H1 24") are
compared to the six-month period ended 30 June 2023 ("the prior period" or "H1
23") as required by UK-adopted International Accounting Standards ("IFRS").
The Group did not raise debt or equity finance during the period.
Performance
The operating loss from continuing operations for the period was $1.2 million
(H1 23: $1.1 million), comprising administrative expenses.
The loss for the period includes foreign exchange gains of $0.2 million (H1
23: losses of $1.1 million) resulting from movements in the US Dollar relative
to Sterling.
The basic and diluted loss per share was 0.72 cents (H1 23: loss per share
of 1.67 cents)
Cash Flows
The Group reports a cash position at 30 June 2024 of US$0.4 million (31
December 2023: US$0.3 million).
Going concern
In October 2024 the Company received loan note finance of £200,000 from Zen
Ventures Limited and it has subsequently received a commitment to provide
additional future funding from Zen Ventures Limited and parties connected to
Zen Ventures Limited. The Board, having reviewed the cash flow forecasts,
consider that this funding commitment will be sufficient to enable the Company
to settle its liabilities as they fall due for at least one year from the date
of approval of these financial statements.
The financial statements have therefore been prepared on a going concern
basis.
The Zen Ventures Limited loan note finance includes £27,616 of convertible
loan notes that will convert to new ordinary shares representing 29.9% of the
Company's issued share capital on 31 December 2024, contingent upon, inter
alia, the suspension in trading in the Company's shares on AIM, a market
operated by the London Stock Exchange plc, having been lifted by this date. To
achieve this the Company must, inter alia, publish its interim results for the
six months ended 30 June 2024 and the Board are very confident of meeting this
requirement before 31 December 2024.
However, the loan notes, and by extension the future funding from Zen Ventures
Limited and its connected parties, are also subject to approval by the
Company's shareholders at its next general meeting. The Board consider that
this represents a material uncertainty that may cast significant doubt on the
Company's ability to continue as a going concern.
Directors Responsibility Statement
The Directors confirm that to the best of their knowledge the unaudited
interim financial statements have been prepared in accordance with IAS 34
'Interim Financial Reporting'.
A list of the current Directors is available on the Company's website:
www.aegplc.com.
James Leahy and Michael Rowan
Chairman and Chief Executive Officer
18 December 2024
CONDENSED CONSOLIDATED STATEMENT OF INCOME AND OTHER COMPREHENSIVE INCOME
FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2024
30 June 2024 30 June 2023
Unaudited Restated
Unaudited
Note US$ US$
CONTINUING OPERATIONS
REVENUE 7 - -
GROSS PROFIT - -
Administrative expenses (1,191,321) (1,142,996)
OPERATING LOSS (1,191,321) (1,142,996)
Finance (costs)/income 5 (388) 20,162
Foreign exchange gains/(losses) 160,973 (1,115,822)
LOSS BEFORE TAXATION (1,030,736) (2,238,656)
Taxation - -
LOSS FROM CONTINUING OPERATIONS 7 (1,030,736) (2,238,656)
LOSS FROM DISCONTINUED OPERATIONS 7 (134,346) (458,631)
LOSS FOR THE PERIOD - attributable to Parent 7 (1,165,082) (2,697,287)
Basic and Diluted loss per share (US cent):
- Continuing operations 6 (0.64) (1.38)
- Discontinued operations 6 (0.08) (0.29)
- Total operations 6 (0.72) (1.67)
OTHER COMPREHENSIVE LOSS
Items that may be subsequently reclassified to profit or loss:
Exchange differences on translation of operations (158,466) 1,155,425
TOTAL COMPREHENSIVE LOSS FOR THE PERIOD (1,323,548) (1,541,862)
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024
30 June 2024 31 December 2023
Unaudited Audited
Note US$ US$
NON-CURRENT ASSETS
Intangible assets 9 63,670 63,670
Property, plant and equipment 10 - 154
Other financial assets 11 863,967 870,047
927,637 933,871
CURRENT ASSETS
Trade and other receivables 12 55,759 845,714
Cash and cash equivalents 14 365,110 319,137
420,869 1,164,851
Non-current assets held for sale - 875,330
420,869 2,040,181
TOTAL ASSETS 1,348,506 2,974,052
CURRENT LIABILITIES
Trade and other payables 13 351,879 665,564
Loans and borrowings 14 126,196 14,781
478,075 680,345
NON-CURRENT LIABILITIES
Deferred income tax liabilities - -
Loans and borrowings 14 - 120,846
- 120,846
TOTAL LIABILITIES 478,075 801,191
NET ASSETS 870,431 2,172,861
EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT
Share capital - Ordinary shares 15 786,867 786,867
Share capital - Deferred shares 18,148,898 18,148,898
Share premium 55,349,883 55,349,883
Merger reserve 2,350,175 2,350,175
Foreign exchange reserve (4,628,235) (4,469,769)
Own shares held reserve (268,442) (268,442)
Convertible debt / warrant reserve - 690,937
Retained earnings (70,868,715) (70,415,688)
TOTAL EQUITY 870,431 2,172,861
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2024
Share capital Share premium Merger reserve Foreign exchange reserve Own shares held reserve Convertible debt and warrant reserve Retained earnings
Total equity
US$ US$ US$ US$ US$ US$ US$ US$
At 31 December 2022 18,935,765 55,349,883 2,350,175 (5,851,094) (268,442) 690,937 (55,373,429) 15,833,795
Total comprehensive loss - - - 1,155,425 - - (2,697,287) (1,541,862)
Share based payments - - - - - - 85,867 85,867
At 30 June 2023 18,935,765 55,349,883 2,350,175 (4,695,669) (268,442) 690,937 (57,984,849) 14,377,800
At 31 December 2023 18,935,765 55,349,883 2,350,175 (4,469,769) (268,442) 690,937 (70,415,688) 2,172,861
Total comprehensive loss - - - (158,466) - - (1,165,082) (1,323,548)
Release of warrant reserve - - - - - (690,937) 690,937 -
Share based payments - - - - - - 21,118 21,118
At 30 June 2024 18,935,765 55,349,883 2,350,175 (4,628,235) (268,442) - (70,868,715) 870,431
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2024
30 June 2024 30 June 2023
Unaudited Unaudited
Note US$ US$
Cash flows from operating activities
Loss for the period (1,165,082) (2,697,287)
Adjustments for:
Non-cash and non-operating items 20 (495,027) 1,411,862
Working capital decrease 476,270 126,632
Net cash outflow from operations 20 (1,183,839) (1,158,793)
Income tax received 362,282 -
Net cash outflow from operating activities (821,557) (1,158,793)
Cash flows from investing activities
Proceeds from sale of property, plant and equipment 875,330 -
Net cash inflow from investing activities 875,330 -
Cash flows from financing activities
Loans repaid (9,596) (9,436)
Net cash (outflow) from financing activities (9,596) (9,436)
Net increase/(decrease) in cash and cash equivalents 44,177 (1,168,229)
Cash and cash equivalents at beginning of the period 319,137 2,614,472
Exchange gains/(losses) on cash and cash equivalents 1,796 (204,562)
Cash and cash equivalents at end of the period 365,110 1,241,681
NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2024
1. GENERAL INFORMATION
Active Energy Group plc ("AEG") is a renewable energy company focused on the
production and development of next generation biomass products that have the
potential to transform the traditional coal fired-power industry and the
existing renewable biomass industry. The Company is quoted in London (AIM:
AEG); however, its shares are currently suspended from trading.
The Company is incorporated in England and Wales (Company number 03148295) and
the address of the registered office is 27-28 Eastcastle Street, London, W1W
8DH, United Kingdom.
2. BASIS OF PRESENTATION
The annual financial statements are prepared and approved by the Directors in
accordance with UK-adopted International Accounting Standards ("IFRS") and
with those parts of the Companies Act 2006 applicable to companies reporting
under IFRS.
The condensed consolidated interim financial report for the half-year
reporting period ended 30 June 2024 has been prepared in accordance with the
UK-adopted International Accounting Standard 34, 'Interim Financial Reporting'
and the Disclosure Guidance and Transparency Rules sourcebook of the United
Kingdom's Financial Conduct Authority.
The Interim Financial Statements do not include all the information and
disclosures required in the annual financial statements and should be read in
conjunction with the Group's consolidated financial statements for the year
ended 31 December 2023. The Interim Financial Statements are presented in US
Dollars, except as otherwise indicated. The Interim Financial Statements have
been prepared on a going concern basis, under the historical cost convention,
except for the revaluation of certain financial instruments.
The Interim Financial Statements are unaudited and do not constitute full
statutory accounts under Section 434 of the Companies Act 2006. The financial
information in respect of the year ended 31 December 2023 has been extracted
from the statutory accounts which have been delivered to the Registrar of
Companies. The Group's independent auditor's report on those accounts was
unqualified and did not contain a statement under section 498(2) or 498(3) of
the Companies Act 2006. The auditor's report on those accounts highlighted a
material uncertainty in relation to going concern. The auditor did not qualify
their report in respect of this matter. The financial information for the half
years ended 30 June 2024 and 30 June 2023 is unaudited and the twelve months
to 31 December 2023 is audited.
The accounting policies applied by the Group in this financial information are
the same as those applied by the Group in its financial statements for the
year ended 31 December 2023 and which will form the basis of the 2024
financial statements, except for the new and amended standards which have
become effective since the beginning of the previous financial year. These new
and amended standards are not expected to materially affect the Group.
The preparation of financial statements in compliance with IFRS requires the
use of certain critical accounting estimates. It also requires management to
exercise judgment in the most appropriate application of the Group's
accounting policies. The areas where significant judgments and estimates have
been made in preparing these interim financial statements are not materially
different from those disclosed in the financial statements for the year ended
31 December 2023.
Restatement of prior period
The statement of comprehensive income for the six months ended 30 June 2023
has been restated to report the loss for that period from operations
discontinued later in 2023 within the loss from discontinued operations line
(see note 7). The overall loss for the six months ended 30 June 2023, the
total comprehensive loss for the period and net assets at 30 June 2023 are
unaffected.
These Interim Financial Statements were approved by the Board of Directors on
18 December 2024.
3. GOING CONCERN
The Directors are required to give careful consideration to the
appropriateness of the going concern basis in the preparation of the interim
financial statements.
Following the termination of the Group's relationship with Player Design, Inc.
the Company is now principally a holding company, and its projected future
cash requirements comprise its ongoing compliance and management costs. The
Company has prepared cash flow forecasts to estimate these future cash
requirements, and the resources available to it, and these indicate that the
Company should have sufficient cash resources to continue in operation for at
least one year from the date of approval of these financial statements.
In October 2024 the Company received loan note finance of £200,000 from Zen
Ventures Limited and it has subsequently received a commitment to provide
additional future funding from Zen Ventures Limited and parties connected to
Zen Ventures Limited. The Board, having reviewed the cash flow forecasts,
consider that this funding commitment will be sufficient to enable the Company
to settle its liabilities as they fall due for at least one year from the date
of approval of these financial statements.
The financial statements have therefore been prepared on a going concern
basis.
The Zen Ventures Limited loan note finance includes £27,616 of convertible
loan notes that will convert to new ordinary shares representing 29.9% of the
Company's issued share capital on 31 December 2024, contingent upon, inter
alia, the suspension in trading in the Company's shares on AIM, a market
operated by the London Stock Exchange plc, having been lifted by this date. To
achieve this the Company must, inter alia, publish its interim results for the
six months ended 30 June 2024 and the Board are very confident of meeting this
requirement before 31 December 2024.
However, the loan notes, and by extension the future funding from Zen Ventures
Limited and its connected parties, are also subject to approval by the
Company's shareholders at its next general meeting. The Board consider that
this represents a material uncertainty that may cast significant doubt on the
Company's ability to continue as a going concern.
The financial statements do not include any of the adjustments that would be
required if they were not prepared on a going concern basis.
4. Basis of consolidation
The financial information incorporates the results of AEG and entities
controlled by AEG (its subsidiaries). Control is achieved when the Group has
power over relevant activities, is exposed, or has rights, to variable returns
from its involvement with the entity and has the ability to affect those
returns through its power over the entity. The consolidated interim financial
statements present the financial results of AEG and its subsidiaries (the
Group) as if they formed a single entity. Where necessary, adjustments are
made to the results of subsidiaries to bring the accounting policies used into
line with those used by the Group. All intra-Group transactions, balances,
income and expenses are eliminated on consolidation.
5. NET FINANCE GAINS/(COSTS)
30 June Restated
30 June
2024 2023
Unaudited Unaudited
Continuing operations
Interest receivable - 20,162
Loan interest (388) -
Net finance cost of continuing operations (388) 20,162
Discontinued operations
Loan interest and charges (367) (1,987)
Net finance cost of discontinued operations (367) (1,987)
Total operations (755) 18,175
6. LOSS PER SHARE
30 June Restated
30 June
2024 2023
Unaudited Unaudited
Weighted average ordinary shares in issue (Number) 161,863,136 161,863,136
Loss for the period (US$):
Continuing operations (1,030,736) (2,238,656)
Discontinued operations (134,346) (458,631)
Total operations (1,165,082) (2,697,287)
(0.64) (1.38)
Basic and diluted loss per share (US cent):
Continuing operations
Discontinued operations (0.08) (0.28)
Total operations (0.72) (1.67)
Basic and diluted loss per share is the same where the effect of any potential
shares is anti-dilutive and is therefore excluded.
7. DISCONTINUED OPERATIONS
During 2023 the Group discontinued its CoalSwitch® operations in Ashland,
Maine. During 2022 the Group sold the Lumberton property that was used for its
wood processing operations. The results of these businesses are disclosed as a
single line item in the Consolidated Statement of Income in accordance with
IFRS5. The analysis between continuing and discontinued operations is as
follows:
Six months to 30 June 2024 (Unaudited) Continuing Discontinued Total
operations operations
US$ US$ US$
Revenue - - -
Gross loss - - -
Administrative expenses (1,191,321) (496,570) (1,687,891)
Operating loss (1,191,321) (496,570) (1,687,891)
Finance costs (388) (367) (755)
Foreign exchange gains 160,973 309 161,282
Loss before taxation (1,030,736) (496,628) (1,527,364)
Taxation - 362,282 362,282
Loss for the period (1,030,736) (134,346) (1,165,082)
Cash (outflows)/inflows from operating activities (1,083,464) 261,906 (821,558)
Cash inflows from investing activities - 875,330 875,330
Cash outflows from financing activities (6,728) (2,868) (9,596)
Restated Discontinued Restated
Six months to 30 June 2023 (Unaudited) Restated Continuing operations Total
operations
US$ US$ US$
Revenue - - -
Gross loss - - -
Administrative expenses (1,142,996) (456,843) (1,599,839)
Operating loss (1,142,996) (456,843) (1,599,839)
Finance income/(costs) 20,162 (1,987) 18,175
Foreign exchange (loss)/gains (1,115,822) 199 (1,115,623)
Loss before taxation (2,238,656) (458,631) (2,697,287)
Taxation - - -
Loss for the period (2,238,656) (458,631) (2,697,287)
Cash outflows from operating activities (390,123) (768,670) (1,158,793)
Cash outflows from financing activities (6,568) (2,868) (9,436)
7. SEGMENTAL INFORMATION
The Group reports two business segments:
· "CoalSwitch®" denotes the Group's renewable wood pellet
business. Activities have ceased and are reported as discontinued operations.
· "Corporate and other" denotes the Group's corporate and other
costs.
The business segments are aligned to the Group's strategy as disclosed in the
Strategic Report within its 2023 Annual Report.
Factors that management used to identify the Group's reportable segments
The Group's reportable segments are strategic business units that offer
different products or services.
Measurement of operating segment profit or loss
The Group evaluates segmental performance on the basis of profit or loss from
operations calculated in accordance with IFRS but excluding the results from
discontinued operations in accordance with IFRS 5.
Six months to 30 June 2024 CoalSwitch® Corporate Total
& Other
(Unaudited) US$ US$ US$
Revenue - - -
Operating segment (loss) - (1,191,321) (1,191,321)
Segment (loss) before tax - (1,030,736) (1,030,736)
Tax - - -
Segment (loss) for the period - (1,030,736) (1,030,736)
Total Assets 63,892 1,284,614 1,348,506
Total Liabilities 22,478 455,597 478,075
Other segmental information:
Depreciation & amortisation - 152 152
Six months to 30 June 2023 Restated Restated Restated
CoalSwitch® Corporate Total
& Other
(Unaudited) US$ US$ US$
Revenue - - -
Operating segment (loss) - (1,142,996) (1,142,996)
Segment (loss) before tax - (2,238,656) (2,238,656)
Tax - - -
Segment (loss) for the period - (2,238,656) (2,238,656)
Total Assets 13,692,476 2,144,704 15,837,180
Total Liabilities 865,295 594,085 1,459,380
Other segmental information:
Depreciation & amortisation - 445 445
8. INTANGIBLE ASSETS
Intellectual Total
property
US$ US$
Cost
At 31 December 2022 (audited) 8,064,947 8,064,947
Adjustment to prior year additions (300,000) (300,000)
At 31 December 2023 (audited) 7,764,947 7,764,947
Additions - -
At 30 June 2024 (unaudited) 7,764,947 7,767,947
Accumulated amortisation
At 31 December 2022 (audited) 362 362
Impairment of intangibles 7,700,915 7,700,915
At 31 December 2023 (audited) 7,701,277 7,701,277
Amortisation charge - -
At 30 June 2024 (unaudited) 7,701,277 7,701,277
Net book value
At 30 June 2024 (unaudited) 63,670 63,670
At 31 December 2023 (audited) 63,670 63,670
The adjustment to additions in 2023 results from further information becoming
available in relation to the cost of the 2022 additions, subsequent to the
approval of the 2022 financial statements.
Intellectual property comprises costs incurred to secure the rights and
knowledge associated with the CoalSwitch® and PeatSwitch technologies. These
assets are accounted for as indefinite life assets and assessed for impairment
at each balance sheet date. These have been impaired to their recoverable
amount, which has been determined to be their fair value less costs to sell.
The key assumption in estimating the recoverable amount is considered to be
the estimated selling price of the intellectual property assets.
9. PROPERTY, PLANT AND EQUIPMENT
Plant and equipment Furniture and office equipment Total
US$ US$ US$
Cost
At 31 December 2022 (audited) 7,771,514 11,765 7,783,279
Adjustment to prior year additions (100,000) - (100,000)
Transfer to non-current assets held for sale (7,671,514) - (7,671,514)
Foreign exchange movements - 660 660
At 31 December 2023 (audited) - 12,425 12,425
Foreign exchange differences - (86) (86)
At 30 June 2024 (unaudited) - 12,339 12,339
Accumulated depreciation
At 31 December 2022 (audited) 3,000,000 10,749 3,010,749
Charge for the year - 898 898
Impairment charges 3,796,184 - 3,796,184
Transfer to non- current asset held for sale (6,796,184) - (6,796,184)
Foreign exchange differences - 624 624
At 31 December 2023 (audited) - 12,271 12,271
Charge for the period - 152 152
Foreign exchange differences - (84) (84)
At 30 June 2024 (unaudited) - 12,339 12,339
Net book value
At 30 June 2024 (unaudited) - - -
At 31 December 2023 (audited) - 154 154
The adjustment to additions in 2023 results from further information becoming
available in relation to the cost of the 2022 additions, subsequent to the
approval of the 2022 financial statements.
At 31 Dec 2023 the plant and equipment was impaired to its recoverable amount
which was determined to be its fair value less costs to sell. This valuation
was based on the amounts subsequently realised for these assets.
10. OTHER FINANCIAL ASSETS
30 June 31 December
2024 2023
Unaudited Audited
US$ US$
Fair value at previous year end 870,047 823,744
Foreign exchange movements (6,080) 46,303
Fair value at period end 863,967 870,047
Other financial assets consist of an unquoted equity instrument which is
valued at fair value through other comprehensive income and classified as a
non-current asset. The instrument is denominated in Pounds Sterling.
This asset is valued according to Level 3 inputs as defined by IFRS 13 and is
therefore subject to management's judgement of unobservable inputs. The asset
is currently held at its historic cost which represents management's best
estimate of its fair value.
11. TRADE AND OTHER RECEIVABLES
30 June 31 December
2024 2023
Unaudited Audited
US$ US$
Project advances - 774,669
Prepayments 42,567 38,041
Other receivables 13,192 33,004
55,759 845,714
No impairment provisions have been raised against trade and other receivables.
The carrying value of trade and other receivables approximates to fair value.
12. TRADE AND OTHER PAYABLES
30 June 31 December
2024 2023
Unaudited Audited
US$ US$
Trade payables 81,024 381,926
Social security and other taxes - 14,911
Accruals and deferred income 270,855 268,727
351,879 665,564
The carrying value of trade and other payables approximates to fair value.
13. NET CASH
30 June 31 December
2024 2023
Unaudited Audited
US$ US$
Cash and cash equivalents 365,110 319,137
Loans and borrowings - current liabilities (126,196) (14,781)
Loans and borrowings - non-current liabilities - (120,846)
Loans and borrowings - Total liabilities (126,196) (135,627)
238,914 183,510
14. SHARE CAPITAL - ORDINARY SHARES
Number of US$
shares
Allotted, called up and fully paid shares of 0.0035p each
At 31 December 2023 and 30 June 2024 161,863,136 786,867
15. CONTINGENT LIABILITIES
The Group has received legal claims from former subcontractors in the USA in
respect of alleged unpaid remuneration. The Group disputes these claims and is
advised that they are unlikely to be successful, and the Board therefore does
not consider it likely that any payment will be required to settle the claims.
The Board's best estimate of the cost to the Group, were these claims to be
successful, is $360,653. No provision has been made for this sum in these
financial statements.
16. RELATED PARTY DISCLOSURES
During the period, the Group paid $18,954 (H1 2023: $nil) to Rowan &
Associates Limited, a company owned by Michael Rowan (a director of the
Company), in respect of director's fees.
During the period, the Group paid $11,056 (H1 2023: $22,076) to Zimmfor
Management Services Limited, a company owned by Jason Zimmerman (a director of
the Company), in respect of director's fees.
Transactions between the Company and its subsidiaries, which are related party
transactions, have been eliminated on consolidation. These transactions, which
are incurred in the ordinary course of business and under normal commercial
terms, are substantially the same in nature as those disclosed in the Annual
report and Accounts at 31 December 2023.
17. CAPITAL COMMITMENTS
The Group had no capital commitments at 30 June 2024 (31 December 2023: Nil).
18. SUBSEQUENT EVENTS
The Company's shares were suspended from trading on AIM on 1 July 2024,
pursuant to AIM Rule 19. On 4 December 2024 the Company published its accounts
for the year ended 31 December 2023 Trading in the Company's shares remained
suspended on AIM pending the Company announcing its interim results for the
six months ended 30 June 2024. Following this announcement, it is expected
that trading in the Company's shares on AIM will be recommenced at 7:30am on
18 December 2024.
On 22 July 2024 the Group placed its subsidiary Advanced Biomass Solutions
Limited into a members' voluntary liquidation. The Group expects the company
to realise its assets and settle its liabilities at amounts approximate to
their carrying values.
In October 2024 the Company raised £200,000 ($260,878) through the issue of
loan notes, of which £27,616 ($36,022) are convertible loan notes that will
convert to new ordinary shares representing 29.9% of the Company's issued
share capital on 31 December 2024 (subject to shareholder approval). The loan
notes are secured by way of a fixed and floating charge over the assets of the
Company.
On 1 November 2024 Jason Zimmermann and Max Aitken resigned as directors of
the Company.
19. RECONCILIATION OF LOSS FOR THE PERIOD TO CASH OUTFLOWS FROM OPERATING ACTIVITIES
30 June 30 June
2024 2023
Unaudited Unaudited
US$ US$
Loss for the period (1,165,082) (2,697,287)
Adjusted for:
Share based payment expense 21,118 85,867
Depreciation 152 445
Foreign currency translations (154,771) 1,323,578
Finance expenses 756 1,972
Income tax received (362,282) -
(1,660,109) (1,285,425)
Decrease in trade and other receivables 789,955 9,049
(Decrease)/increase in trade and other payables (313,685) 117,583
Net cash outflow from operations (1,183,839) (1,158,793)
20. COPIES OF THE INTERIM FINANCIAL STATEMENTS
Copies of the Consolidated Interim Financial Statements will be made available
on the Company's website at www.aegplc.com (http://www.aegplc.com) .
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