REG - Aura Renewable Acqns - Half-year Interim Report
05/09/2023 07:00
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RNS Number : 3445L Aura Renewable Acquisitions PLC 05 September 2023
Aura Renewable Acquisitions plc
("Aura" or "Company")
Interim Results for the six months ended 30 June 2023
5 September 2023 - Aura Renewable Acquisitions plc, a UK-incorporated company,
whose objective is to invest in the global renewable energy sector supply
chain and thereby build shareholder value, announces its interim results for
the six months ended 30 June 2023.
Highlights
· Targeting acquisitions operating in the Global Renewable Energy
Sector Supply Chain.
· An engaged board with a combination of strong sector and capital
markets experience and expertise.
· Low cost base and minimal cash burn.
· Good visibility towards potential targets via an extensive contact
base of potential introducers and opportunities.
· Strong connections to potential sources of acquisition funding.
· Best practice ESG policies will be introduced to support and
encourage sustainability across our business.
John Croft, the Chairman of Aura, commented:
"Aura was established to acquire and then act as the holding company for
targeted businesses operating in the global renewable energy sector supply
chain, particularly participants in the wind, solar, biomass, hydropower,
carbon capture, waste management, smart grids and green hydrogen supply chain,
and their sub-sectors.
"The board has continued to investigate a number of potential acquisition and
investment opportunities during the year-to-date, in the UK and overseas,
which could offer the scale and scalability required to achieve significant
growth in this crucially important market sector. We also continue to engage
regularly with the board's extensive financial networks to maintain the
Company's profile and promote its expansion strategy with the board's
extensive introducer base.
"Economic and political uncertainty caused by persistent inflation, high
interest rate rises and continuing hostilities in Eastern Europe have
continued to depress capital market activity and new issues during 2023,
although M&A is more buoyant across markets. The growing awareness of what
is now seen as the clear, present and irrefutable danger of global warming on
populations, habitats and landscapes underpins our business strategy and
economic rationale. Fortunately, there is a growing if sometimes inconsistent
shift by national governments to focus on sustainable renewable energy.
"Against a background of general uncertainty and unquestioned need, we believe
our closely targeted and considered approach to our first acquisition is
correct, aiming to identify a transformational target that can create a
meaningful contribution in the renewable energy space. There can be no doubt
that the renewable energy sector will offer exciting opportunities for
acquisitive and organic growth for the foreseeable future, and we are
committed to ensure that the Company and its stakeholders will share in these
opportunities.
"Within our team we have both the skills and experience to capitalise on the
opportunities that are expected to arise in the renewable energy sector supply
chain."
Enquiries
Aura Renewable Acquisitions
Plc
John Croft (Non-Executive Chairman) 07785 315588
Robin Stevens (Non-Executive Director) 07787 112059
Media enquiries
Allerton Communications
Peter Curtain 020 3633 1730
aurarenewables@allertoncomms.co.uk
Notes to Editors
Aura was established to acquire and then act as the holding company for
targeted businesses operating in the Global Renewable Energy Sector Supply
Chain, particularly participants in the wind, solar, biomass, hydropower,
carbon capture, waste management, smart grids and green hydrogen supply chain,
and their sub-sectors. These potential targets could range from raw materials
resourcing to power generation, energy storage and recycling.
The Company's website is
http:www.aurarenewables.com.
Inside Information
The information contained within this announcement is deemed by Aura to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) no. 596/2014. On the publication of this announcement via a Regulatory
Information Service, this inside information is now considered to be in the
public domain.
Chairman's statement
It is my pleasure to present the interim results for the Company covering the
six months ended 30 June 2023.
Aura was established to acquire and then act as the holding company for
targeted businesses operating in the global renewable energy sector supply
chain, particularly participants in the wind, solar, biomass, hydropower,
carbon capture, waste management, smart grids and green hydrogen supply chain,
and their sub-sectors. We believe this wide scope provides the best
opportunity to secure assets that will deliver maximum value. These potential
targets could range from raw materials resourcing to power generation, energy
storage and recycling.
The Company raised net proceeds of £1,005,000 when it joined the Standard
Segment of the Main Market of the London Stock Exchange in April 2022 and,
since the IPO the business continues to incur minimal overheads until we find
a suitable acquisition target. This is reflected in our net loss before
taxation for the six-month period of £69,598 (2022: £164,065 (loss)), and
that at 30 June 2023 we had retained cash and bank resources of £723,127.
The board has continued to investigate a number of potential acquisition and
investment opportunities during the year-to-date, in the UK and overseas,
which could offer the scale and scalability required to achieve significant
growth in this crucially important market sector. We also continue to engage
regularly with the board's extensive financial networks to maintain the
Company's profile and promote its expansion strategy with the board's
extensive introducer base.
Economic and political uncertainty caused by persistent inflation, high
interest rate rises and continuing hostilities in Eastern Europe have
continued to depress capital market activity and new issues during 2023,
although M&A is more buoyant across markets. The growing awareness of what
is now seen as the clear, present and irrefutable danger of global warming on
populations, habitats and landscapes underpins our business strategy and
economic rationale. Fortunately, there is a growing if sometimes inconsistent
shift by national governments to focus on sustainable renewable energy.
The US Inflation Reduction Act (IRA) continues to stimulate large-scale
investment in new clean energy projects; the Canadian Government announced
$35bn tax credits for environmentally beneficial investment in April, while
the UK Government has repeatedly reiterated its commitment to decarbonising
the economy.
Plans announced by the UK Prime Minister on 31 July, for hundreds of North Sea
oil and gas licences, appear to be a balanced response aimed at replacing
energy from unstable states with domestic supplies while maximising skills,
despite opposition by some pressure groups. Mr Sunak also announced two new
carbon capture and storage sites in the North Sea by 2030 to tackle climate
change, which would take the UK's total to four.
Against a background of general uncertainty and unquestioned need, we believe
our closely targeted and considered approach to our first acquisition is
correct, aiming to identify a transformational target that can create a
meaningful contribution in the renewable energy space. There can be no doubt
that the renewable energy sector will offer exciting opportunities for
acquisitive and organic growth for the foreseeable future, and we are
committed to ensure that the Company and its stakeholders will share in these
opportunities.
As stated previously, we are fully aware of our wider environmental, social
and governance responsibilities to shareholders and other stakeholders and we
are committed to follow market best practice and developing procedures to
address these important issues.
I would like to thank my fellow board members and our advisers for their
continuing guidance and support. I'm sure that within our team we have both
the skills and experience to capitalise on the opportunities that are expected
to arise in the renewable energy sector supply chain.
Principal Risks and Uncertainties
The Directors consider the principal risks and uncertainties facing the
Company and a summary of the key measures taken to mitigate those risks are as
follows:
Operational risks - difficulties in acquiring suitable targets
The Company's strategy is dependent to a significant extent on its ability to
identify sufficient suitable acquisition opportunities and to execute these
transactions at a price and on terms consistent with the Company's strategy.
In particular, in order to qualify for re-admission to the Official List
following an acquisition, the expected aggregate market value of the issued
Ordinary Shares on such re-admission would have to be at least £30 million.
However, it is possible that the board might decide to seek admission to the
AIM Market at the time of its first acquisition, where no such size
constraints exist, rather than re-join the Official List.
If the Company cannot identify suitable acquisitions, or successfully execute
any such transactions, this will have an adverse effect on its financial and
operational performance, and it will be unable to achieve its strategic
objectives.
In the event of the completion of an acquisition, the Company will adopt a
formal treasury policy which will be reviewed and approved by the Audit
Committee on an annual basis. The treasury policy will cover all areas of
treasury risk including foreign exchange, interest rate, counterparty and
liquidity.
The success of the Company's business strategy is also dependent on the
subsequent performance of the acquired entities.
The Directors seek to manage these risks by leveraging the experience of the
skill sets of the non-executive Directors to prudently identify, pursue and
execute on acquisition opportunities. The review of acquisition targets
involves and assessment of the target's business and the markets it operates
in, its business plans and management capabilities.
CONDENSED STATEMENT OF COMPREHENSIVE INCOME
The unaudited condensed interim statement of comprehensive income of the
Company for the six months ended 30 June 2023 is stated below. The comparative
period is from the date of incorporation on 4 November 2021 to 30 June 2022.
Note Six months ended Period ended
30 June 30 June
2023
2022
(unaudited) (unaudited)
£
£
Revenue - -
Administrative expenses 6 (74,850) (164,065)
Operating loss (74,850) (164,065)
Finance costs - -
Finance income 8 5,252 -
Loss before taxation (69,598) (164,065)
Income tax 9 - -
Total comprehensive loss for the period attributable to the equity holders (69,598) (164,065)
Basic and diluted earnings per ordinary share attributable to the equity 10 (0.007) (0.04)
holders (£)
There was no other comprehensive income in the period. All activities relate
to continuing operations.
CONDENSED STATEMENT OF FINANCIAL POSITION
The unaudited condensed interim statement of financial position of the Company
at 30 June 2023, is stated below:
Note At 30 June At 31 December
2023
2022
(unaudited) (audited)
£
£
ASSETS
Current assets
Cash and cash equivalents 11 723,127 809,472
Other receivables - prepayments 9,000 5,697
Total assets 732,127 815,169
LIABILITIES
Current liabilities
Accruals 16,486 35,400
16,486 35,400
Total liabilities
EQUITY
Equity attributable to owners
Ordinary share capital 12 150,000 150,000
Share premium 855,000 855,000
Share based payment reserve 16,488 11,018
Retained losses (305,847) (236,249)
Total equity attributable to Shareholders 715,641 779,769
Total equity and liabilities 732,127 815,169
CONDENSED STATEMENT OF CASH FLOWS
The unaudited condensed interim statement of cash flows of the Company for the
six months ended 30 June 2023, is stated below:
Six months Period ended
30 June
ended
2022
30 June
2023 (unaudited)
£
(unaudited)
£
Cash flows from operating activities
Loss before income tax (69,598) (164,065)
(Decrease) / increase in payables (18,914) 4,510
Share based payment charges 5,470 -
Increase in prepayments (3,303) -
Net cash flow from operating activities (86,345) (159,555)
Cash flows from financing activities
Net proceeds from issue of ordinary shares - 1,005,000
Net cash inflow from financing activities - 1,005,000
Net (decrease) / increase in cash and cash equivalents (86,345) 845,445
Cash and cash equivalents at beginning of period 809,472 -
Cash and cash equivalents at end of period 723,127 845,445
CONDENSED STATEMENT OF CHANGES IN EQUITY
The unaudited condensed interim statement of statement of changes in equity of
the Company for the six months ended 30 June 2023, is stated below:
Ordinary Retained earnings Total equity
share capital
Share Share-based payment reserve
premium
£ £ £ £ £
At incorporation - - - - -
- - - (164,065) (164,065)
Loss for the period
Comprehensive loss for the period
Total comprehensive loss for the period - - - (164,065) (164,065)
Transactions with owners in the period
Issue of ordinary shares 150,000 900,000 - - 1,050,000
Share issue costs - (45,000) - - (45,000)
Total transactions with owners 150,000 855,000 - - 1,005,000
At 30 June 2022 150,000 855,000 - (164,065) 840,935
As at 31 December 2022 150,000 855,000 11,018 (236,249) 779,769
- - - (69,598) (69,598)
Loss for the period
Comprehensive loss for the period
Total comprehensive loss for the period - - - (69,598) (69,598)
Transactions with owners in the period
Share-based payment charges - - 5,470 - 5,470
Total transactions with owners - - 5,470 - 5,470
At 30 June 2023 150,000 855,000 16,488 (305,847) 715,641
NOTES TO THE INTERIM FINANCIAL STATEMENTS
1 General information
The Company was incorporated on 4 November 2021 as Aura Renewable Acquisitions
Plc in England and Wales with company number 13723431 under the Companies Act
2006.
The address of its registered office is Holborn Gate, 330 High Holborn, London
WC1V 7QH.
The principal activity of the Company is to act as the holding company for
various target businesses operating in the Global Renewable Energy Sector
Supply Chain.
The entire issued ordinary share capital of 10,500,000 ordinary shares of
£0.01 each was admitted to listing on the standard segment of the Official
List of the Financial Conduct Authority and, to trading on the main market for
listed securities of London Stock Exchange plc under the TIDM "ARA" on 8 April
2022.
2 Basis of preparation
The principal accounting policies applied in the preparation of the Company's
condensed interim financial statements are set out below. These policies have
been consistently applied to the period presented, unless otherwise stated.
The unaudited condensed interim financial statements have been prepared in
accordance with the Disclosure and Transparency Rules of the Financial Conduct
Authority and International Accounting Standard 34 "Interim Financial
Reporting" (IAS 34). These condensed interim financial statements have been
prepared under the historical cost convention.
These condensed interim financial statements do not include all of the
information required for a complete set of IFRS financial statements. However,
selected explanatory notes are included to explain events and transactions
that are significant to an understanding of the changes in the Company's
financial position and performance during the six-month period ended 30 June
2023.
The condensed interim financial statements are unaudited and have not been
reviewed by the auditors and were approved by the board of Directors on 4
September 2023.
The Financial Statements are presented in £ unless otherwise stated which is
the Company's functional and presentational currency.
Comparative figures
The comparative figures cover the period from incorporation on 4 November 2021
to 30 June 2022.
Going concern
The Financial Statements has been prepared on a going concern basis. The
Directors have a reasonable expectation that the Company has adequate
resources to continue in operational existence for the foreseeable future.
Thus, they continue to adopt the going concern basis of accounting in
preparing the Financial Statements.
The financial position of the Company, its cash flows and liquidity position
are set out in these financial statements. As at 30 June 2023, the Company had
cash and cash equivalents of £723,127.
The Company has prepared monthly cash flow forecasts that supports the
conclusion of the Directors that they expect sufficient funding to be
available to meet the Company's anticipated cash flow requirements for at
least the next 12 months.
3 Significant accounting policies
The Company's Financial Statements are based on the following policies which
have been consistently applied:
Cash and cash equivalents
The Directors consider any cash on short-term deposits and other short-term
investments to be cash equivalents.
The Company considers the credit ratings of banks in which it holds funds in
order to reduce its exposure to credit risk. The Company will only keep its
holdings of cash and cash equivalents within institutions which have a strong
credit rating.
Trade and other receivables
Receivables are initially recognised at fair value when related amounts are
invoiced then carried at this amount less any allowances for doubtful debts or
provision made for impairment of these receivables.
Trade and other payables
These financial liabilities are all non-interest bearing and are initially
recognised at the fair value of the consideration payable.
Financial instruments
Initial recognition
A financial asset or financial liability is recognised in the statement of
financial position of the Company when it arises or when the Company becomes
part of the contractual terms of the financial instrument.
Derecognition
A financial asset is derecognised when:
- the rights to receive cash flows from the asset have expired, or
- the Company has transferred its rights to receive cash flows from
the asset or has undertaken the commitment to fully pay the cash flows
received without significant delay to a third party under an arrangement and
has either (a) transferred substantially all the risks and the assets of the
asset or (b) has neither transferred nor held substantially all the risks and
estimates of the asset but has transferred the control of the asset.
Earnings per share
The Company presents basic and diluted earnings per share ("EPS") data for its
ordinary shares. Basic EPS is calculated by dividing the profit or loss
attributable to ordinary shareholders of the Company by the weighted average
number of ordinary shares outstanding during the period. Diluted EPS is
calculated by adjusting the earnings and number of shares for the effects of
dilutive potential ordinary shares.
Equity
An equity instrument is any contract that evidences a residual interest in the
assets of the Company after deducting all of its liabilities. Equity
instruments issued by the Company are recorded at the proceeds received net of
direct issue costs.
Ordinary shares are classified as equity.
- Share capital account represents the nominal value of the shares
issued.
- The share premium account represents premiums received on the
initial issuing of the share capital. Any transaction costs associated with
the issuing of shares are deducted from share premium, net of any related
income tax benefits.
- The share-based premium reserve arises from the requirement to value
share warrants in existence at the period end at fair value.
- Retained earnings comprise cumulative results as disclosed in the
Statement of Comprehensive Income.
Taxation
Tax currently payable is based on taxable profit or loss for the period.
Taxable profit or loss differs from profit or loss as reported in the income
statement because it excludes items of income and expense that are taxable or
deductible in other periods and it further excludes items that are never
taxable or deductible. The Company's liability for current tax is calculated
using tax rates that have been enacted or substantively enacted by the balance
sheet date.
Deferred tax is recognised on differences between the carrying amounts of
assets and liabilities in the financial statements and the corresponding tax
bases used in the computation of taxable profit and is accounted for using the
balance sheet liability method. Deferred tax liabilities are generally
recognised for all taxable temporary differences and deferred tax assets are
recognised to the extent that it is probable that taxable profits will be
available against which deductible temporary differences can be utilised. Such
assets and liabilities are not recognised if the temporary difference arises
from initial recognition of goodwill or from the initial recognition (other
than in a business combination) of other assets and liabilities in a
transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences
arising on investments in subsidiaries and associates, and interests in joint
ventures, except where the Company is able to control the reversal of the
temporary difference and it is probable that the temporary difference will not
reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet
date and reduced to the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the asset to be
recovered.
4 New standards, interpretations and amendments
adopted from 1 January 2023:
A number of new standards and amendments to standards and interpretations have
been issued but are not yet effective and, in some cases, have not yet been
adopted by the UK. The Directors do not expect that the adoption of these
standards will have a material impact on the Company's Financial Statements.
During the period, the Company has adopted the following new IFRSs (including
amendments thereto) and IFRIC interpretations that became effective for the
first time.
Standard Effective date, annual period beginning on or after
Disclosure of Accounting Policies (Amendments to IAS 1 Presentation of 1 January 2023
Financial Statements and IFRS Practice Statement 2)
Definition of Accounting Estimates (Amendments to IAS 8 Accounting policies, 1 January 2023
Changes in Accounting Estimates and Errors)
Deferred Tax related to Assets and Liabilities arising from a Single 1 January 2023
Transaction (Amendments to IAS 12 Income Taxes)
Deferred tax assets and liabilities related to pillar two income taxes 1 January 2023
(Amendments to IAS 12 Income Taxes)
Standards issued but not yet effective:
There are no standards and interpretations issued but not yet effective and
not early adopted which are expected to have a material impact on the Company.
5 Critical accounting estimates and judgments
In preparing the condensed interim financial statements, the Directors have to
make judgments on how to apply the Company's accounting policies and make
estimates about the future. The Directors do not consider there to be any
critical judgments that have been made in arriving at the amounts recognised
in the condensed interim financial statements.
6 Operating expenses by nature
Administrative expenses Six months ended 30 June 2023 Period ended 30 June 2022
£
£
Legal and professional costs 8,379 92,602
Auditors - non-audit costs 6,000 -
London Stock Exchange fees 8,985 40,855
Website costs 4,258 10,422
Company secretarial 16,588 8,914
Company set-up - 492
Share-based payment expense 5,470 -
Broking costs 10,800 -
Share registrars 2,407 -
Other expenses 11,963 10,780
Total administrative expenses 74,850
164,065
7 Directors and employees
There were no employees during the period. None of the Directors received any
remuneration during the period.
8 Finance income
Interest received Six months ended 30 June 2023 Period ended 30 June 2022
£
£
Interest received on bank deposits 5,252 -
Total finance income 5,252 -
9 Taxation
The Company has made no provision for taxation as it has not yet generated any
taxable income. A reconciliation of income tax expense applicable to the loss
before taxation at the statutory tax rate to the income tax expense at the
effective tax rate of the Company is as follows:
Six months ended 30 June 2023 Period ended 30 June 2022
£
£
Loss before taxation (69,598) (164,065)
Tax calculated at the statutory rate of 22% (30 June 2022: 19%) (15,312) (31,172)
Tax effects of:
Unrecognised tax losses 15,312 31,172
Tax expense -
-
Tax has been calculated based on the average rate of 22% which was the
effective rate for small companies for the period.
In the 2021 Budget, the UK Chancellor announced legislation to increase the
main rate of corporation tax to 25% from 1 April 2023.
As at 30 June 2023, the Company had estimated unutilised tax losses of
approximately £290,000 available for relief against future profits. No
related deferred tax asset has been provided for in the accounts based on the
uncertainty as to when profits will be generated against which to relieve such
asset.
10 Earnings per ordinary share
Basic earnings per ordinary share is calculated by dividing the earnings
attributable to Shareholders by the weighted average number of ordinary shares
outstanding during the period. Diluted earnings per share is calculated by
dividing earnings by the weighted average number of shares in issue and
potential dilutive shares outstanding during the period.
Because the Company was in a net loss position, diluted loss per share
excludes the effects of ordinary share equivalents consisting of warrants,
which are anti-dilutive.
Six months ended Period ended 30 June 2022
£
30 June 2023
£
Loss for the period attributable to shareholders (69,598) (164,065)
Weighted average number of shares in issue 10,500,000 3,945,834
Earnings per share (£) (0.007) (0.04)
11 Cash and cash equivalents
At 30 June At 31 December
2022
2023
£
£
Cash at bank 723,127 809,472
723,127 809,472
12 Share capital and warrants
Number of Number of Deferred Shares Ordinary Total
Ordinary Shares
£
Shares Deferred Shares
£
£1
On incorporation (Ordinary Shares of £1.00 each) 1 1 1
- -
Issue of Ordinary Shares of £1.00 each 49,999 49,999 49,999
Share conversion 450,000 45,000 - - -
Subscription for Ordinary Shares of £0.01 each 1,000,000 100,000 100,000
- -
Placing of Ordinary Shares of £0.01 each 9,000,000 900,000 900,000
- -
At 31 December 2022 and 30 June 2023 10,500,000 45,000 1,050,000 - 1,050,000
Warrants
The Company granted a total of 12,780,000 unlisted Warrants, on Admission in
April 2022, in relation to the share capital of the Company.
Using the Black-Scholes pricing model, the fair value of the Director Warrants
and Broker Warrants has been calculated at 1.56 pence each, giving rise to an
aggregate expense for the period of £5,470 (period ended 30 June 2022:
£nil).
No warrants were exercised in the period ended 30 June 2023 and accordingly
all 12,780,000 warrants remained outstanding. The inputs in the model were as
follows:
Director Warrants and Broker Warrants:
- Share price: 10.0 pence
- Exercise price: 15.0 pence
- Expected life of warrant: 3 years
- Risk-free rate: 1.76%
- Volatility: 40.0%
13 Related party transactions
During the period, the Company reimbursed expenses totalling £2,740 incurred
on behalf of the Company by John Croft and £944 by Robin Stevens.
14 Post balance sheet events
No events subsequent to 30 June 2023, have occurred which require disclosure
in these financial statements.
15 Ultimate controlling party
At 30 June 2023, the Company did not have any single identifiable controlling
party.
16. Half Year Report
A copy of this half year interim report, as well as the annual statutory
accounts to 31 December 2022 are available on the Company's website
http:www.aurarenewables.com.
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