REG - Aura Renewable Acqns - Half-year Results
07/09/2022 07:00
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RNS Number : 5102Y Aura Renewable Acquisitions PLC 07 September 2022
Aura Renewable Acquisitions plc
("Aura" or "Company")
Interim Results for the period ended 30 June 2022
7 September 2022 - Aura Renewable Acquisitions plc, a UK-based company, whose
objective is to invest in the global renewable energy sector supply chain and
thereby build shareholder value, announces its maiden interim results for the
period from the date of incorporation on 4 November 2021 to 30 June 2022.
Highlights
· Raised an initial £1m on the Standard Segment of the Main Market
of the London Stock Exchange.
· The costs of the IPO process and minimal overheads resulted in a
loss before tax of £164,065, EPS (4p loss).
· Targeting acquisitions operating in the Global Renewable Energy
Sector Supply Chain.
· A very experienced board with extremely strong sector experience
and expertise and a clear expansion strategy.
· Low-cost base and good visibility towards potential targets.
· Best practice ESG policies will be put in place to support and
encourage sustainability across our business.
John Croft, the Chairman of Aura commented:
"During this initial financial period the Company joined the Standard Segment
of the Main Market of the London Stock Exchange on 8th April 2022 and raised
gross proceeds of £1,000,000 from a placing and subscription.
"Since listing, Aura has begun to explore a range of potential targets in the
UK and overseas which could offer the opportunity for significant growth in
this exciting and fast-moving market sector. We have also been in discussions
with the Board's extensive professional and business networks to raise the
Company's profile and highlight its intentions and objective to this large
potential introducer base.
"The current worldwide economic and political uncertainty caused by supply
chain issues, inflation, interest rate rises, hostilities in Europe and
further afield, the lingering impact of Covid and climate change, have had a
dampening impact on capital market activity and fund raisings during 2022.
"Despite these uncertainties, the growth in renewable capacity continues, with
solar capacity leading the way. Installed renewable energy capacity around the
world increased by 6% in 2021, despite post-Covid delays and rising raw
material costs of 15%-25%. The International Energy Agency (IEA) expects 2022
to create further growth of 8% in installed capacity, not least as countries
that have relied upon oil and gas from Russia are now accelerating the
expansion in renewable energy capacity in response to the war in Ukraine.
"As a result of these market forces, we are more confident than ever that the
renewable energy sector will offer excellent opportunities for acquisitive and
organic growth for the foreseeable future, and we are committed to ensuring
that the Company and its stakeholders have the chance to share in these
opportunities."
Enquiries
Aura Renewable Acquisitions
Plc
John Croft (Non-Exec Chairman) 07785315588
Robin Stevens (Non-Exec 07787112059
Director)
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.
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.
CONDENSED STATEMENT OF COMPREHENSIVE INCOME
The unaudited condensed interim statement of comprehensive income of the
Company from the date of incorporation on 4 November 2021 to 30 June 2022 is
stated below:
Note Period ended
30 June
2022
(unaudited)
£
Revenue -
Administrative expenses 6 (164,065)
Operating loss (164,065)
Finance costs -
Loss before taxation (164,065)
Income tax 8 -
Total comprehensive loss for the period attributable to the equity holders (164,065)
Basic and diluted earnings per ordinary share attributable to the equity 9 (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 2022 is stated below:
Note At 30 June
2022
(unaudited)
£
ASSETS
Current assets
Cash and cash equivalents 10 845,445
Total assets 845,445
LIABILITIES
Current liabilities
Trade and other payables 966
Accruals 3,544
4,510
Total liabilities
EQUITY
Equity attributable to owners
Ordinary share capital 11 150,000
Share premium 855,000
Retained losses (164,065)
Total equity attributable to Shareholders 840,935
Total equity and liabilities 845,445
The Interim Condensed Financial Statements were approved and authorized for
issue by the Board of Directors on 6 September 2022.
CONDENSED STATEMENT OF CASH FLOWS
The unaudited condensed interim statement of cash flows of the Company from
the date of incorporation on 4 November 2021 to 30 June 2022 is stated below:
Period ended
30 June
2022
(unaudited)
£
Cash flows from operating activities
Loss before income tax (164,065)
Increase in payables 4,510
Net cash flow from operating activities (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 increase in cash and cash equivalents 845,445
Cash and cash equivalents at beginning of period -
Cash and cash equivalents at end of period 845,445
CONDENSED STATEMENT OF CHANGES IN EQUITY
The unaudited condensed interim statement of statement of changes in equity of
the Company from the date of incorporation on 4 November 2021 to 30 June 2022
is stated below:
Ordinary Retained earnings Total equity
share capital
Share premium
£ £ £ £
Balance at incorporation - - - -
Loss for the period - - (164,065) (164,065)
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
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 5 Chancery Lane, London. WC2A 1LG.
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
Financial Statements are set out below. These policies have been consistently
applied to the period presented, unless otherwise stated, and are consistent
with those used in the financial information contained with the Company's
Prospectus.
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 financial statements have been prepared under the
historical cost convention.
These condensed 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 period from incorporation to 30 June 2022.
The condensed interim financial statements are unaudited and have not been
reviewed by the auditors and were approved by the Board of Directors on 6
September 2022.
The Financial Statements are presented in £ unless otherwise stated which is
the Company's functional and presentational currency. The business is not
currently subject to seasonal variations.
Comparative figures
No comparative figures have been presented as the Financial Statements cover
the period from incorporation on 4 November 2021.
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 2022, the Company had
cash and cash equivalents of £845,445.
The Company has prepared monthly cash flow forecasts based on estimates of key
variables to expenditure through to December 2023 that supports the conclusion
of the Directors that they expect sufficient funding to be available to meet
the Company's anticipated cash flow requirements to this date.
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.
Trade and other receivables
Trade and other receivables are recognised initially at fair value and
subsequently measured at amortised cost using the effective interest method,
less provision for impairment.
Trade and other payables
Trade payables are recognised initially at their fair value and subsequently
measured at amortised cost.
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.
Classification
Financial assets at amortised cost
The Company measures financial assets at amortised cost if both of the
following conditions are met:
· the asset is held within a business model whose objective is to
collect contractual cash flows; and
· the contractual terms of the financial asset generating cash
flows at specified dates only pertain to capital and interest payments on the
balance of the initial capital.
Financial assets which are measured at amortised cost, are measured using the
Effective Interest Rate Method (EIR) and are subject to impairment. Gains and
losses are recognised in profit or loss when the asset is derecognised,
modified or impaired.
Financial liabilities at amortised cost
Financial liabilities measured at amortised cost using the effective interest
rate method include current borrowings and trade and other payables that are
short term in nature. Financial liabilities are derecognised if the Company's
obligations specified in the contract expire or are discharged or cancelled.
Amortised cost is calculated by taking into account any discount or premium on
acquisition and fees or costs that are an integral part of the effective
interest rate ("EIR"). The EIR amortisation is included as finance costs in
profit or loss. Trade payables other payables are non-interest bearing and are
stated at amortised cost using the effective interest method.
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
Ordinary shares are classified as equity. Incremental costs directly
attributable to the issue of new ordinary shares or options are shown in
equity as a deduction from the proceeds.
Taxation
Income tax for the period is based on the taxable income for the period.
Taxable income differs from profit as reported in the statement of
comprehensive income for the period as there are some items which may never be
taxable or deductible for tax and other items which may be deductible or
taxable in other periods. Income tax for the period is calculated on the basis
of the tax laws enacted or substantively enacted at the end of the reporting
period. Current and deferred tax is recognised in profit or to the extent that
it relates to items recognised in other comprehensive income or directly in
equity. In this case, the tax is also recognised in other comprehensive income
or directly in equity, respectively.
Deferred income tax is recognised, using the liability method, on temporary
differences arising between the tax bases of assets and liabilities and their
carrying amounts in the Financial Statements. Deferred income tax is
determined using tax rates (and laws) that have been enacted, or substantially
enacted, by the end of the reporting period and are expected to apply when the
related deferred income tax asset is realised, or the deferred income tax
liability is settled.
Deferred income tax assets are recognised only to the extent that it is
probable that future taxable profit will be available against which the
temporary differences can be utilised.
4 Standards and interpretations issued and not yet
effective:
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
Amendments to IFRS 9, IAS 39 and IFRS 17 - Interest Rate Benchmark Reform 1 January 2021
(Phase 2)
Amendments to IFRS 3: Business Combinations -Reference to the Conceptual 1 January 2022
Framework
Annual Improvements to IFRS Standards 2018-2020 Cycle 1 January 2022
Standards issued but not yet effective:
At the date of authorisation of these interim financial statements, the
following standards and interpretations relevant to the Company and which have
not been applied in these financial statements, were in issue but were not yet
effective. In some cases, these standards and guidance have not been endorsed
for use in the UK.
Standard Effective date, annual period beginning on or after
Amendments to IAS 1 - Classification of liabilities as current or non-current TBC
Amendments to IAS 1 and IFRS Practice Statement 2 - Disclosure of accounting TBC
policies
Amendments to IAS 8 - Definition of accounting estimate TBC
Amendments to IFRS 10 and IAS 28 - Sale or contribution of assets between an Postponed
investor and its associate or joint venture
Amendments to IAS 12: Income Taxes -Deferred Tax related to Assets and TBC
Liabilities arising from a Single Transaction
The directors are evaluating the impact that these standards will have on the
financial statements of Company.
5 Critical accounting estimates and judgments
In preparing the 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 Financial
Statements.
6 Operating expenses by nature
Administrative expenses Period ended 30 June 2022
£
Legal and professional costs 92,602
LSE fees 40,855
Website costs 10,422
Company secretarial 8,914
Company set-up 492
Other expenses 10,780
Total administrative expenses
164,065
No provision for share-based payment arrangements (in respect of warrants) has
been made as the amounts involved are immaterial.
7 Directors
None of the directors received any remuneration during the period.
8 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:
Period ended 30 June 2022
£
Loss before taxation (164,065)
Tax calculated at the statutory rate of 19% (31,172)
Tax effects of:
Unrecognised tax losses 31,172
Tax expense
-
The UK Government enacted changes to the UK tax rate in 2020, resulting in the
rate remaining at 19% (instead of the previously intended reduction from 19%
to 17%). In the 2021 Budget, the UK Chancellor announced that legislation
would be proposed to increase the main rate of corporation tax to 25% from 1
April 2023.
Tax has been calculated based on the rate of 19% which was effective for the
period. The taxation charge in future periods will be affected by any
changes to the corporation tax rates in force in the countries in which the
Company operates.
As at 30 June 2022, the Company had estimated unutilised tax losses of
£164,065 available for relief against future profits. No relating 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 said asset.
9 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.
Period ended 30 June 2022
Basic and diluted EPS Earnings Weighted average number of shares Per-share amount
£
£
Basic earnings attributable to Shareholders (164,065) 3,945,834 (0.04)
10 Cash and cash equivalents
At 30 June
2022
£
Cash at bank 845,445
Cash in hand -
845,445
11 Share capital and warrants
Number of Number of Deferred Shares Ordinary
Ordinary Shares
Shares
£
On incorporation (Ordinary Shares of £1.00 each) 1 1
-
Issue of Ordinary Shares of £1.00 each 49,999 - 49,999
Share conversion 500,000 45,000 50,000
Subscription for Ordinary Shares of £0.01 each 1,000,000 10,000
-
Placing of Ordinary Shares of £0.01 each 9,000,000 90,000
-
At 30 June 2022 10,500,000 45,000 150,000
Share capital
On incorporation, the Company issued one ordinary share of £1 at par for a
cash consideration of £1.
On 30 November 2021, 49,999 ordinary shares of £1 in the capital of the
Company were subscribed for and allotted at par for a cash consideration of
£49,999. The proceeds from the allotment of these shares were received on 1
December 2021.
On 25 January 2022, by a shareholder's resolution, the 50,000 ordinary shares
of £1.00 in issue were converted into 500,000 Ordinary Shares of £0.01 each
and 45,000 non-voting deferred shares of £1 each.
On 25 January 2022, a loan agreement was entered into between the Company and
Harmony Capital Investments Limited, under which Harmony Capital Investments
Limited agreed to lend up to £100,000 to the Company on an interest free
basis.
Harmony Capital Investments Limited agreed to subscribe for 1,000,000 Ordinary
Shares of £0.01 each for an aggregate subscription price of £100,000,
creating a share premium of £90,000. satisfied by the release of the
Company's obligation to repay such loan, conditional only on Admission taking
place on or before 29 April 2022. The subscription for shares was completed on
7 April 2022. By subscribing for the subscription shares, Harmony Capital
Investments Limited was entitled to be issued with 1,500,000 Freely
Transferable Warrants and 1,050,000 Founder Shareholder Warrants upon
Admission.
On 7 April 2022, the Company completed a placing of 9,000,000 Ordinary Shares
of £0.01 each for a cash consideration of £900,000, creating a share premium
of £810,000.
The Deferred Shares do not entitle holders to receive any dividend or other
distribution or to receive notice of or speak or vote at general meetings of
the Company and are not freely transferrable. The Company has the right at any
time to purchase all of the Deferred Shares in issue for an aggregate
consideration of £1.
Warrants
The Company granted a total of 12,780,000 unlisted Warrants, on Admission, in
relation to the share capital of the Company as follows:
i) "Freely Transferable Warrants'' granted to Investors subscribing
for New Ordinary Shares under the placing and to Harmony Capital under the
terms of the Shareholder Loan Agreement on the basis of one Freely
Transferable Warrant for every one Existing Ordinary Share and New Ordinary
Share subscribed for. No consideration was payable for the issue of these
Warrants. Each Freely Transferable Warrant enables the holder to subscribe for
one Ordinary Share for 15 pence (a 50 per cent. premium to the Issue Price).
These Freely Transferable Warrants are freely transferable and may be held and
dealt with separately from the Ordinary Shares subscribed for and are
exercisable for a period of 3 years following Admission. Up to 10,500,000
Ordinary Shares in aggregate may be subscribed for under the Freely
Transferable Warrants, equal to 100 per cent. of the Enlarged Issued Ordinary
Share Capital;
ii) "Director Warrants'', granted to Directors at the discretion of
the Nomination and Remuneration Committee for no consideration. Each Director
Warrant enables the holder to subscribe for one Ordinary Share for 15 pence (a
50 per cent. premium to the Issue Price). The Director Warrants will vest on
the completion of the first Acquisition and will be exercisable during the
period of three years from the vesting date. The Director Warrants are freely
transferable, provided that they may not be transferred during the period of
the holder's appointment as Director or, if longer, during the period up to
completion of the first Acquisition. Should a Director resign within 12 months
of Admission, they will forfeit their Director Warrants, which will be
reallocated between the Directors by the Board. Up to 1,050,000 Ordinary
Shares in aggregate may be subscribed for under the Director Warrants, equal
to 10 per cent. of the Enlarged Issued Ordinary Share Capital;
iii) "Broker Warrants", granted to Shard Capital as part of its
consideration for arranging the Placing, in an aggregate number equal to 2 per
cent. of the total number of Placing Shares subscribed for under the Placing.
Each Broker Warrant enables the holder to subscribe for one Ordinary Share for
15 pence (a 50 per cent. premium to the Issue Price). These Broker Warrants
are exercisable for a period of 3 years following Admission and are freely
transferable. Up to 180,000 Ordinary Shares in aggregate may be subscribed for
under the Broker Warrants, equal to approximately 1.7 per cent. of the
Enlarged Issued Ordinary Share Capital; and
iv) "Founder Shareholder Warrants", granted to Harmony Capital as founder
shareholder of the Company under the terms of the Shareholder Loan Agreement.
No consideration is payable for the issue of these Warrants. Each Founder
Shareholder Warrant enables the holder to subscribe for one Ordinary Share at
a price of one pence per Ordinary Share. These Founder Shareholder Warrants
will vest on satisfaction of the following conditions: (a) the first
Acquisition has been completed; and (b) the 30-day Volume Weighted Average
Price of the Company's Ordinary Shares exceeds £0.15 per share at any time.
The Founder Shareholder Warrants are exercisable for a period of 3 years
following the vesting date and are freely transferable from the date the first
Acquisition has been completed. Up to 1,050,000 Ordinary Shares in aggregate
may be subscribed for under the Founder Shareholder Warrants, equal to 10 per
cent. of the Enlarged Issued Ordinary Share Capital.
12 Related party transactions
On incorporation on 4 November 2021, the Company issued 1 ordinary share of
£1 at par value to Suresh Withana. This share was transferred to Harmony
Capital Investments Limited, a company wholly owned by Suresh Withana, on 29
November 2021.
On 30 November 2021, the Company issued 49,999 ordinary shares of £1 at par
value to Harmony Capital Investments Limited.
Harmony Capital Investments Limited subscribed for 1,000,000 Ordinary Shares
of £0.01 each on 7 April 2022, as described in Note 11.
13 Post balance sheet events
No events subsequent to 30 June 2022 have occurred which require disclosure in
these financial statements.
14 Ultimate controlling party
At 30 June 2022, the Company did not have any single identifiable controlling
party.
15. Half Year Report
A copy of this half year interim report is available on the Company's website
http:www.aurarenewables.com
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