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REG - Proton Power Systems - Final Results <Origin Href="QuoteRef">P6K.L</Origin> - Part 2

- Part 2: For the preceding part double click  ID:nRSe6706Ga 

theoretical amounts
that would arise using the weighted average tax rate applicable to losses of
the Companies as follows: 
 
                                                         2016      2015     
                                                         £'000     £'000    
 Tax reconciliation                                                         
 Loss before tax                                         (19,498)  (9,172)  
 Expected tax credit at 20% (2015: 20.25%)               (3,900)   (1,857)  
 Effects of different tax rates on foreign subsidiaries  (589)     (399)    
 Expenses not deductible for tax purposes                1,650     900      
 Tax losses carried forward                              2,839     1,356    
                                                                            
 Tax charge                                              -         -        
                                                                            
 
 
9.             Finance income 
 
                                                Group  
                                         2016   2015   
                                         £'000  £'000  
                                                       
 Interest                                2      8      
 Exchange gain on shareholder loans      -      780    
                                                       
                                         2      788    
                                                       
 
 
10.           Finance costs 
 
                                                Group  
                                         2016   2015   
                                         £'000  £'000  
                                                       
 Interest                                2,450  1,695  
 Exchange loss on shareholder loans      3,669  -      
                                                       
                                         6,119  1,695  
                                                       
 
 
11.           Loss per share 
 
Basic loss per share is calculated by dividing the loss attributable to equity
holders of the Company by the weighted average number of Ordinary shares in
issue during the year. 
 
Diluted loss per share is calculated by adjusting the weighted average number
of ordinary shares outstanding to assume conversion of all dilutive potential
ordinary shares. The Company has two categories of dilutive potential ordinary
shares, share options and convertible debt; however, these have not been
included in the calculation of loss per share because they are anti dilutive
for these periods. 
 
                                                                                                    2016             2015             
                                                                                                    Basic            Diluted          Basic            Diluted          
                                                                                                    £'000            £'000            £'000            £'000            
                                                                                                                                                                        
 Loss attributable to equity holders of the Company                                                 (19,498)         (19,498)         (9,172)          (9,172)          
 Weighted average number of Ordinary shares in issue (thousands)                                    643,250          643,250          642,377          642,377          
 Effect of dilutive potential Ordinary shares from  share options and convertible debt (thousands)  -                -                -                -                
                                                                                                                                                                        
 Adjusted weighted average number of Ordinary shares                                                643,250          643,250          642,377          642,377          
                                                                                                                                                                        
                                                                                                                                                                        
                                                                                                    Pence per share  Pence per share  Pence per share  Pence per share  
 Loss per share (pence per share)                                                                   (3.0)            (3.0)            (1.4)            (1.4)            
                                                                                                                                                                        
 
 
12.           Intangible assets - Group 
 
                           Goodwill  Copyrights, trademarks and other intellectual property rights  Development costs  Total  
                           £'000     £'000                                                          £'000              £'000  
 Cost                                                                                                                         
 At 1 January 2015         2,126     265                                                            1,275              3,666  
 Exchange differences      -         (16)                                                           (68)               (84)   
 Additions                 -         91                                                             -                  91     
 Transfers                 -         42                                                             -                  42     
 Disposals                 -         (130)                                                          (108)              (238)  
                                                                                                                              
 At 31 December 2015       2,126     252                                                            1,099              3,477  
                                                                                                                              
 At 1 January 2016         2,126     252                                                            1,099              3,477  
 Exchange differences      -         43                                                             174                217    
 Additions                 -         62                                                             -                  62     
 Transfers                 -         -                                                              -                  -      
 Disposals                 -         -                                                              -                  -      
                                     -                                                                                        
 At 31 December 2016       2,126     357                                                            1,273              3,756  
                                                                                                                              
 Accumulated Amortisation                                                                                                     
 At 1 January 2015         2,126     205                                                            1,271              3,602  
 Exchange differences      -         (18)                                                           (68)               (86)   
 Charged in year           -         65                                                             -                  65     
 Disposals                 -         (125)                                                          (108)              (233)  
                                                                                                                              
 At 31 December 2015       2,126     127                                                            1,095              3,348  
                                                                                                                              
 At 1 January 2016         2,126     127                                                            1,095              3,348  
 Exchange differences      -         24                                                             174                198    
 Charged in year           -         81                                                             4                  85     
 Disposals                 -         -                                                              -                  -      
                                                                                                                              
 At 31 December 2016       2,126     232                                                            1,273              3,631  
                                                                                                                              
 Net book value                                                                                                               
 At 31 December 2016       -         125                                                            -                  125    
                                                                                                                              
 At 31 December 2015       -         125                                                            4                  129    
                                                                                                                              
 At 1 January 2015         -         60                                                             4                  64     
                                                                                                                              
 
 
Self-developed intangible assets in the amount of £62,000 (2015: £133,000) are
recognized in the reporting year, because the prerequisites of IAS 38 have
been fulfilled. 
 
The amortisation charge above is recognized in the administrative expenses in
the income statement. 
 
As self-developed intangible assets are not material to the Group financial
statements no impairment test has been performed. 
 
There are no individually significant intangible assets. 
 
Amortisation and impairment charges are recognised within administrative
expenses.

13.           Property, plant and equipment - Group 
 
                           Leasehold property improvements  Technical equipment & machinery  Office & other equipment  Self-constructed plant & machinery  Total    
                           £'000                            £'000                            £'000                     £'000                               £'000    
 Cost                                                                                                                                                               
 At 1 January 2015         510                              1,187                            690                       185                                 2,572    
 Exchange differences      (30)                             (64)                             (47)                      (12)                                (153)    
 Additions                 34                               133                              70                        123                                 360      
 Transfers                 (4)                              115                              22                        (175)                               (42)     
 Disposals                 (12)                             (813)                            (543)                     -                                   (1,368)  
                                                                                                                                                                    
 At 31 December 2015       498                              558                              192                       121                                 1,369    
                                                                                                                                                                    
 At 1 January 2016         498                              558                              192                       121                                 1,369    
 Exchange differences      80                               104                              35                        14                                  233      
 Additions                 20                               117                              89                        10                                  236      
 Transfers                 -                                94                               5                         (99)                                -        
 Disposals                 -                                -                                -                         -                                   -        
                                                                                                                                                                    
 At 31 December 2016       598                              873                              321                       46                                  1,838    
                                                                                                                                                                    
 Accumulated Depreciation                                                                                                                                           
 At 1 January 2015         230                              1,051                            619                       -                                   1,900    
 Exchange differences      (13)                             (58)                             (44)                      -                                   (115)    
 Charge for year           37                               92                               44                        -                                   173      
 Disposals                 (12)                             (813)                            (542)                     -                                   (1,367)  
                                                                                                                                                                    
 At 31 December 2015       242                              272                              77                        -                                   591      
                                                                                                                                                                    
 At 1 January 2016         242                              272                              77                        -                                   591      
 Exchange differences      40                               55                               14                        -                                   109      
 Charge for year           43                               112                              42                        -                                   197      
 Disposals                 -                                -                                -                         -                                   -        
                                                                                                                                                                    
 At 31 December 2016       325                              439                              133                       -                                   897      
                                                                                                                                                                    
 Net book value                                                                                                                                                     
 At 31 December 2016       273                              434                              188                       46                                  941      
                                                                                                                                                                    
 At 31 December 2015       256                              286                              115                       121                                 778      
                                                                                                                                                                    
 At 1 January 2015         280                              136                              71                        185                                 672      
                                                                                                                                                                    
 
 
14.           Investment in subsidiary undertaking 
 
                                  2016    2015    
 Company                          £'000   £'000   
 Shares in Group undertaking                      
 Cost                                             
 At beginning of year             56,922  51,757  
 Additions                        6,435   5,165   
                                                  
 At end of year                   63,357  56,922  
                                                  
 Impairment                                       
 At beginning of year             56,922  51,757  
 Charge for the year              6,435   5,165   
                                                  
 At end of year                   63,357  56,922  
                                                  
 Net book value                                   
 At end of year                   -       -       
                                                  
 
 
On 31 October 2006 the Company acquired the entire share capital of Proton
Motor Fuel Cell GmbH, a company incorporated in Germany. The cost of
investment comprises shares issued to acquire the Company valued at the
listing price of 80p per share, together with costs relating to the
acquisition and subsequent capital contributions made to the subsidiary. 
 
Following a review of the Company's assets the Board has concluded that there
are sufficient grounds for its investment in the subsidiary undertakings to be
subject to an impairment review under IAS 36. In arriving at the charge (2015:
charge) in the year of £6,435,000 (2015: £5,165,000) the Board has determined
the recoverable amount on a value in use basis using a discounted cash flow
model. 
 
15.           Inventories 
 
                           Group         Company  
                    2016   2015   2016   2015     
                    £'000  £'000  £'000  £'000    
                                                  
 Finished goods     142    112    -      -        
 Work in progress   195    -      -      -        
 Consumable stores  -      -      -      -        
 Raw materials      706    580    -      -        
                                                  
                    1,043  692    -      -        
                                                  
 
 
The cost of inventories sold during 2016 is £2,568,254 (2015: £641,014). It
includes £321,897 impairment loss slow moving finished goods and goods
anticipated to be sold at a loss (2015: nil). 
 
16.           Trade and other receivables 
 
                                          Group         Company  
                                   2016   2015   2016   2015     
                                   £'000  £'000  £'000  £'000    
                                                                 
 Trade receivables                 241    261    -      -        
 Other receivables                 120    20     11     9        
 Amounts due from Group companies  -      -      93     55       
 Prepayments and accrued income    20     15     7      11       
                                                                 
                                   381    296    111    75       
                                                                 
 
 
The Directors consider that the carrying amount of trade and other receivables
approximates to their fair values. 
 
In addition some of the unimpaired trade receivables are past due as at the
reporting date. The age of financial assets past due but not impaired is as
follows: 
 
                                                                   Group  
                                                            2016   2015   
                                                            £'000  £'000  
                                                                          
 Not more than three months (all denominated in Euros)      228    116    
                                                                          
 
 
The Directors consider that trade and other receivables which are not past due
or impaired show no risk of requiring impairment. 
 
17.           Cash and cash equivalents 
 
                                  Group         Company  
                           2016   2015   2016   2015     
                           £'000  £'000  £'000  £'000    
                                                         
 Cash at bank and in hand  2,467  614    17     2        
 Bank overdraft (19)       -      (80)   -      -        
                                                         
                           2,467  534    17     2        
                                                         
 
 
The Directors consider that the carrying amount of cash and cash equivalents
approximates to their fair values. 
 
18.           Trade and other payables 
 
                                      Group         Company  
                               2016   2015   2016   2015     
                               £'000  £'000  £'000  £'000    
                                                             
 Trade payables                822    526    -      1        
 Other payables                583    489    -      -        
 Accruals and deferred income  767    465    240    180      
                                                             
                               2,172  1,480  240    181      
                                                             
 
 
The Directors consider that the carrying amount of trade and other payables
approximates to their fair values. 
 
19.           Borrowings 
 
                                       Group           Company  
                               2016    2015    2016    2015     
                               £'000   £'000   £'000   £'000    
                                                                
 Bank overdraft                -       80      -       -        
 Loans                                                          
 Current                       2,662   2,004   7       1,757    
 Non-current                   35,813  21,104  35,813  21,104   
                                                                
 Current and total borrowings  38,475  23,188  35,820  22,861   
                                                                
 
 
During 2014 the Group and Company entered into a new loan agreement with
Roundstone Properties Limited which combined all existing Roundstone
Properties Limited's loans and provided total facilities of E16,500,000. The
loans under this facility were repayable on 6 May 2017 and carry interest at
10% per annum. Roundstone Properties Limited has the option to convert accrued
interest and outstanding interest at any time into Ordinary shares in the
Company at 2p per share. This facility was fully utilised during 2014. 
 
On 14 December 2014 the Group and Company entered into a loan agreement with
Mr Falih Nahab which provided facilities of E10,000,000. The loan was
originally repayable on 13 December 2017 and carries interest at 10% per
annum. Mr Falih Nahab has the option to convert accrued interest and
outstanding interest at any time into Ordinary shares in the Company at 2p per
share. On 7 April 2016 the Group replaced its E10m loan facility with Mr Falih
Nahab with a new loan facility of E20m with Mr Falih Nahab on the same terms.
At 31 December 2016 total advances under this facility were E15,760,000.
Subsequent to the year end it was also agreed that this loan facility would be
increased by a further E8m to E28m. Mr Falih Nahab is the brother of Mr Faiz
Nahab, a Director of the Company and both are treated as related parties.. 
 
These instruments were classified as a debt host instrument with an embedded
derivative being the conversion feature. The embedded derivative has been fair
valued and the residual value of the instrument had been recognised as debt.
The debt has subsequently been measured at amortised cost. 
 
On 24 July 2013 the Group and Company entered into a new loan agreement with
Roundstone Properties Limited providing E2,383,841. The loan is unsecured and
carries interest at LIBOR plus 2% per annum. Interest is to be rolled up and
repaid at the termination of the agreement. The Company has the option to
repay interest annually. 
 
The redemption dates of these loans were extended by Roundstone Properties
Limited and Mr Falih Nahab in March 2016 as follows: 
 
·                      E2.4m to 23 June 2018 
 
·                      E16.5m; E5.6m to 30 September 2018 and E10.9m to 6 May
2018 
 
·                      E10m to 31 March 2019 
 
On 20 April 2017 it was agreed with Roundstone Properties Limited and Mr Falih
Nahab that repayment of these loans be further extended to 31 December 2019. 
 
During 2013 Roundstone Properties Limited provided short-terms loans directly
to SPower Holdings GmbH of E335,000. The loans are interest free and repayable
on demand. 
 
The Directors consider that the carrying amount of borrowings approximates to
their fair value. 
 
20.           Embedded derivatives on convertible interest 
 
                                                       Group          Company  
                                               2016    2015   2016    2015     
                                               £'000   £'000  £'000   £'000    
                                                                               
 Embedded derivatives on convertible interest  15,341  9,542  15,341  9,542    
                                                                               
 
 
The embedded derivatives relate to the conversion features attached to
convertible interest as disclosed under note 19. The derivatives are initially
recognised at fair value and fair valued at each subsequent accounting
reference date. 
 
21.           Deferred income tax - Group 
 
Deferred tax assets are recognised for tax loss carry-forwards to the extent
that the realisation of the related benefit through future taxable profits is
probable. The Group has not recognised deferred income tax assets of
£14,494,000 (2015: £10,339,000) in respect of losses amounting to £6,865,000
(2015: £3,661,000) and E58,237,000 (2015: E49,751,000). 
 
22.           Share capital 
 
The share capital of Proton Power Systems plc consists of fully paid Ordinary
shares with a par value of £0.01 (2015: £0.01) and Deferred Ordinary shares
with a par value of £0.01. All Ordinary shares are equally eligible to receive
dividends and the repayment of capital and represent one vote at the
shareholders' meeting of Proton Power Systems plc. Deferred Ordinary shares
have no rights other than the repayment of capital in the event of a winding
up. None of the parent's shares are held by any company in the Group. 
 
On 18 January 2016 448,505 Ordinary shares of 1p each were issued each at a
price of 3.625p per share in settlement of a supplier's invoice. 
 
Details of share options in issue are given in Note 7. 
 
The number of shares in issue at the balance sheet date is 643,270,377 (2015:
642,821,872) Ordinary shares of 1p each (2015: 1p each) and 327,963,452 (2015:
327,963,452) Deferred Ordinary shares of 1p each. 
 
Proceeds received in addition to the nominal value of the shares issued during
the year have been included in share premium, less registration and other
regulatory fees and net of related tax benefits. 
 
                                           2016             2015                      
                                           Ordinary shares  Deferred ordinary shares  Ordinary shares  Deferred ordinary shares  
                                           No.'000          £'000                     No.'000          £'000                     No.'000  £'000  No.'000  £'000  
 Shares authorised, issued and fully paid                                                                                                                        
 At the beginning of the year              642,822          6,428                     327,963          3,280                     641,518  6,415  327,963  3,280  
 Share issue                               448              4                         -                -                         1,304    13     -        -      
                                                                                                                                                                 
                                           643,270          6,432                     327,963          3,280                     642,822  6,428  327,963  3,280  
                                                                                                                                 
 
 
23.           Commitments 
 
Neither the Group nor the Company had any capital commitments at the end of
the financial year, for which no provision has been made. Total future lease
payments under non-cancellable operating leases are as follows: 
 
                                         2016                2015   
                                         Land and buildings  Other  Land and buildings  Other  
 Group                                   £'000               £'000  £'000               £'000  
 Operating leases payable:                                                                     
 Within one year                         333                 -      223                 -      
 In the second to fifth years inclusive  638                 -      211                 -      
 After more than five years              -                   -      -                   -      
                                                                                               
                                         971                 -      434                 -      
                                                                                               
 
 
24.           Related party transactions 
 
During the year ended 31 December 2016 the Group and Company entered into the
following related party transactions: 
 
                                                                                Group                            Company  
                                                        Year ended 31 December  Year ended 31 December  
                                                        2016                    2015                    2016     2015     
                                                        £'000                   £'000                   £'000    £'000    
 (Expenses) / Income                                                                                                      
 Roundstone Properties Limited effective loan interest  (1,362)                 (1,317)                 (1,362)  (1,317)  
 Falih Nahab effective loan interest                    (1,018)                 (339)                   (1,018)  (339)    
 Roundstone Properties Limited other loan interest      (64)                    (36)                    (64)     (36)     
 Thomas Melzcer                                         (70)                    3                       -        -        
 Helmut Gierse                                          (16)                    (20)                    (16)     (20)     
 Team B Partners LLP                                    -                       (4)                     -        (4)      
 IJP Business & Finance Services Limited                (122)                   (95)                    (122)    (95)     
 
 
The amount relating to Thomas Melzcer is a director loan balance and accrued
interest which was written off during the year. 
 
At 31 December 2016 the Group and Company had the following balances with
related parties: 
 
                                                                                                                  Group                             Company   
                                                                                          Year ended 31 December  Year ended 31 December  
                                                                                          2016                    2015                    2016      2015      
                                                                                          £'000                   £'000                   £'000     £'000     
 Amounts due (to) / from                                                                                                                                      
 Roundstone Properties Limited borrowings and embedded derivatives (see Notes 19 and 20)  (33,072)                (24,104)                (30,703)  (24,104)  
 Roundstone Properties Limited interest accrual                                           (172)                   (108)                   (172)     (108)     
 Roundstone Properties Limited bank guarantee                                             (177)                   (368)                   -         -         
 Roundstone Properties Limited loans to SPower GmbH                                       (286)                   (247)                   -         -         
 Falih Nahab                                                                              (20,451)                (8,299)                 (20,451)  (8,299)   
 Thomas Melzcer                                                                           -                       62                      -         -         
 Team B Partners LLP                                                                      -                       -                       -         -         
 IJP Business & Finance Services Limited                                                  -                       -                       -         -         
 
 
Further borrowings were drawn down during the year which contained embedded
derivatives. In accordance with IAS 39 these have been fair valued. 
 
During the year the Company made capital contributions to Proton Motor Fuel
Cells GmbH of £6,435,000 (2015: £5,165,000) and to SPower Holdings GmbH of
£nil (2015: £nil). 
 
25.           Risk management objectives and policies 
 
The Group's activities expose it to a variety of financial risks: 
 
§  foreign exchange risk (note 26); 
 
§  credit risk (note 27); and 
 
§  liquidity risk (note 28). 
 
The Group's overall risk management programme focuses on the unpredictability
of cash flows from customers and seeks to minimise potential adverse effects
on the Group's financial performance. The Board has established an overall
treasury policy and has approved procedures and authority levels within which
the treasury function must operate. The Directors conduct a treasury review at
least monthly and the Board receives regular reports covering treasury
activities. Treasury policy is to manage risks within an agreed framework
whilst not taking speculative positions. 
 
The Group's risk management is co-ordinated at Proton Motor Fuel Cell GmbH in
close co-operation with the Board of Directors, and focuses on actively
securing the Group's short to medium term cash flows by minimising the
exposure to financial markets. 
 
26.           Foreign currency sensitivity 
 
The Group operates internationally and is exposed to foreign exchange risk
arising from various currency exposures, primarily with respect to the Euro
and Sterling. 
 
The Group does not hedge either economic exposure or the translation exposure
arising from the profits, assets and liabilities of Euro business. 
 
Euro denominated financial assets and liabilities, translated into Sterling at
the closing rate, are as follows: 
 
                        Year ended 31 December 2016  Year ended 31 December 2015  
                        E'000                        £'000                        E'000     £'000     
 Financial assets       3,295                        2,813                        1,207     889       
 Financial liabilities  (65,300)                     (55,741)                     (43,794)  (32,272)  
                                                                                                      
 Short-term exposure    (62,005)                     (52,928)                     (42,587)  (31,383)  
                                                                                                      
 
 
The following table illustrates the sensitivity of the net result for the year
and equity with regard to the parent Company's financial assets and financial
liabilities and the Sterling/Euro exchange rate. It assumes a +/- 23.58%
change of the Sterling/Euro exchange rate for the year ended at 31 December
2016 (2015: 12.87%). This percentage has been determined based on the average
market volatility in exchange rates in the previous 12 months. The sensitivity
analysis is based on the parent Company's foreign currency financial
instruments held at each balance sheet date. 
 
If the Euro had strengthened against Sterling by 23.58% (2015: 12.87%) then
this would have had the following impact: 
 
                              Year ended 31 December 2016  Year ended 31 December 2015  
                              £'000                        £'000                        
 Net result for the year      (12,481)                     (4,039)                      
 Equity                       (12,481)                     (4,039)                      
 
 
If the Euro had weakened against Sterling by 23.58% (2015: 12.87%) then this
would have had the following impact: 
 
                              Year ended 31 December 2016  Year ended 31 December 2015  
                              £'000                        £'000                        
 Net result for the year      12,481                       4,039                        
 Equity                       12,481                       4,039                        
 
 
Exposures to foreign exchange rates vary during the year depending on the
value of Euro denominated loans. Nonetheless, the analysis above is considered
to be representative of Group's exposure to currency risk. 
 
27.           Credit risk analysis 
 
Credit risk is managed on a Group basis. Credit risk arises from cash and
deposits with banks, as well as credit exposures to customers, including
outstanding receivables and committed transactions. For banks and financial
institutions, only independently rated parties with a minimum rating of 'A'
are accepted. If customers are independently rated, these ratings are used.
Otherwise, if there is no independent rating, risk control assesses the credit
quality of the customer, taking into account its financial position, past
experience and other factors. Individual risk limits are set based on internal
or external ratings in accordance with limits set by the Board. 
 
No credit limits were exceeded during the reporting period, and management
does not expect any losses from non-performance by these counterparties. The
Directors do not consider there to be any significant concentrations of credit
risk. 
 
The Group's maximum exposure to credit risk is limited to the carrying amount
of financial assets recognised at the balance sheet date, as summarised
below: 
 
                                     Group         Company  
                              2016   2015   2016   2015     
                              £'000  £'000  £'000  £'000    
 Cash and cash equivalents    2,467  534    17     2        
 Trade and other receivables  363    281    104    64       
                                                            
 Short-term exposure          2,830  815    121    66       
                                                            
 
 
The Group continuously monitors defaults of customers and other
counterparties, identified either individually or by group and incorporates
this information into its credit risk controls. Where available at reasonable
cost, external credit ratings and/or reports on customers and other
counterparties are obtained and used. The Group's policy is to deal only with
creditworthy counterparties. 
 
The Group's management considers that all the above financial assets that are
not impaired for each of the reporting dates under review are of good credit
quality, including those that are past due. 
 
None of the Group's financial assets are secured by collateral or other credit
enhancements. 
 
In respect of trade and other receivables, the Group is not exposed to any
significant credit risk exposure to any single counterparty or any group of
counterparties having similar characteristics. The credit risk for liquid
funds and other short-term financial assets is considered negligible, since
the counterparties are reputable banks with high quality external credit
ratings. 
 
28.           Liquidity risk analysis 
 
Prudent liquidity risk management includes maintaining sufficient cash and the
availability of funding from an adequate amount of committed credit
facilities. The Group maintains cash to meet its liquidity requirements. 
 
The Group manages its liquidity needs by carefully monitoring scheduled debt
servicing payments for long-term financial liabilities as well as
cash-outflows due in day-to-day business. Liquidity needs are monitored in
various time bands, on a day-to-day and week-to-week basis, as well as on the
basis of a rolling 30-day projection. Long-term liquidity needs for a 180-day
and a 360-day lookout period are identified monthly. 
 
As at 31 December 2016, the Group's liabilities have contractual maturities
which are summarised below: 
 
                                                             Within 6 months  6 to 12 months  1 to 5 years  
                                                             £'000            £'000           £'000         
 Trade payables                                              823              -               -             
 Other short term financial liabilities                      461              -               -             
 Borrowings and embedded derivatives on convertible loans    2,662            -               35,813        
 
 
This compares to the maturity of the Group's financial liabilities in the
previous reporting period as follows: 
 
                                                             Within 6 months  6 to 12 months  1 to 5 years  
                                                             £'000            £'000           £'000         
 Trade payables                                              526              -               -             
 Other short term financial liabilities                      464              -               -             
 Borrowings and embedded derivatives on convertible loans    2,004            -               21,104        
 
 
The above contractual maturities reflect the gross cash flows, which may
differ to the carrying values of the liabilities at the balance sheet date.
Borrowings and embedded derivatives on convertible loans have been combined as
they relate to the same instruments. Contractual maturities have been assumed
based on the assumption that the lender does not convert the loans into equity
before the repayment date. 
 
29.           Financial instruments 
 
The assets of the Group and Company are categorised as follows: 
 
 As at 31 December 2016                                Group                                                                                         Company                                                                
                                Loans and receivables  Non-financial assets / financial assets not in scope of IAS 39  Total  Loans and receivables  Non-financial assets / financial assets not in scope of IAS 39  Total  
                                £'000                  £'000                                                           £'000  £'000                  £'000                                                           £'000  
 Intangible assets              -                      125                                                             125    -                      -                                                               -      
 Property, plant and equipment  -                      941                                                             941    -                      -                                                               -      
 Investment in subsidiary       -                      -                                                               -      -                      -                                                               -      
 Inventories                    -                      1,043                                                           1,043  -                      -                                                               -      
 Trade and other receivables    363                    18                                                              381    104                    7                                                               111    
 Cash and cash equivalents      2,467                  -                                                               2,467  17                     -                                                               17     
                                                                                                                                                                                                                            
                                2,830                  2,127                                                           4,957  121                    7                                                               128    
                                                                                                                                                                                                                            
 As at 31 December 2015                                Group                                                                                         Company                                                                
                                Loans and receivables  Non-financial assets / financial assets not in scope of IAS 39  Total  Loans and receivables  Non-financial assets / financial assets not in scope of IAS 39  Total  
                                £'000                  £'000                                                           £'000  £'000                  £'000                                                           £'000  
 Intangible assets              -                      129                                                             129    -                      -                                                               -      
 Property, plant and equipment  -                      778                                                             778    -                      -                                                               -      
 Investment in subsidiary       -                      -                                                               -      -                      -                                                               -      
 Inventories                    -                      692                                                             692    -                      -                                                               -      
 Trade and other receivables    281                    15                                                              296    64                     11                                                              75     
 Cash and cash equivalents      614                    -                                                               614    2                      -                                                               2      
                                                                                                                                                                                                                            
                                895                    1,614                                                           2,509  66                     11                                                              77     
                                                                                                                                                                                                                            
 
 
The liabilities of the Group and Company are categorised as follows: 
 
 As at 31 December 2016                                                              Group                                                                                                                                                                                                                                          Company                                             
                                            Financial liabilities at amortised cost  Financial liabilities valued at fair value through the income statement  Liabilities not within the scope of IAS 39  Total   Financial liabilities at amortised cost  Financial liabilities valued at fair value through the income statement  Liabilities not within the scope of IAS 39  Total   
                                            £'000                                    £'000                                                                    £'000                                       £'000   £'000                                    £'000                                                                    £'000                                       £'000   
 Trade and other payables                   1,653                                    -                                                                        519                                         2,172   240                                      -                                                                        -                                           240     
 Borrowings                                 38,475                                   -                                                                        -                                           38,475  35,820                                   -                                                                        -                                           35,820  
 Embedded derivatives on convertible loans  -                                        15,341                                                                   -                                           15,341  -                                        15,341                                                                   -                                           15,341  
                                                                                                                                                                                                                                                                                                                                                                                        
                                            40,128                                   15,341                                                                   519                                         55,988  36,060                                   15,341                                                                   -                                           51,401  
                                                                                                                                                                                                                                                                                                                                                                                        
 
 
 As at 31 December 2015                                                              Group                                                                                                                                                                                                                                          Company                                             
                                            Financial liabilities at amortised cost  Financial liabilities valued at fair value through the income statement  Liabilities not within the scope of IAS 39  Total   Financial liabilities at amortised cost  Financial liabilities valued at fair value through the income statement  Liabilities not within the scope of IAS 39  Total   
                                            £'000                                    £'000                                                                    £'000                                       £'000   £'000                                    £'000                                                                    £'000                                       £'000   
 Trade and other payables                   1,375                                    -                                                                        105                                         1,480   181                                      -                                                                        -                                           181     
 Borrowings                                 23,188                                   -                                                                        -                                           23,188  22,861                                   -                                                                        -                                           22,861  
 Embedded derivatives on convertible loans  -                                        9,542                                                                    -                                           9,542   -                                        9,542                                                                    -                                           9,542   
                                                                                                                                                                                                                                                                                                                                                                                        
                                            24,563                                   9,542                                                                    105                                         34,210  23,042                                   9,542                                                                    -                                           32,584  
                                                                                                                                                                                                                                                                                                                                                                                        
 
 
Fair values 
 
Management believe that the fair value of trade and other payables and
borrowings is approximately equal to book value. 
 
IFRS 13 sets out a three-tier hierarchy for financial assets and liabilities
valued at fair value. These are as follows: 
 
§  Level 1 - quoted prices (unadjusted) in active markets for identical assets
and liabilities; 
 
§  Level 2 - inputs other than quoted prices included in Level 1 that are
observable for the asset or liability, either directly or indirectly; and 
 
§  Level 3 - unobservable inputs for the asset or liability. 
 
The embedded derivatives fall within the fair value hierarchy level 2. 
 
30.           Capital management 
 
The Group's objectives when managing capital are to safeguard the Group's
ability to continue as a going concern, provide returns for shareholders and
benefits to other stakeholders and to maintain a structure to optimise the
cost of capital. The Group defines capital as debt and equity. In order to
maintain or adjust the capital structure, the Group may consider: the issue or
sale of shares or the sale of assets to reduce debt. 
 
The Group routinely monitors its capital and liquidity requirements through
leverage ratios consistent with industry-wide borrowing standards. There are
no externally imposed capital requirements during the period covered by the
financial statements. 
 
                                           Group           Company  
                                  2016     2015    2016    2015     
                                  £'000    £'000   £'000   £'000    
 Total liabilities                55,988   34,210  51,401  32,584   
 Less: cash and cash equivalents  (2,467)  (614)   (17)    (2)      
                                                                    
 Adjusted net debt                53,521   33,596  51,384  32,582   
                                                                    
 
 
31.           Ultimate controlling party 
 
The Directors consider Roundstone Properties Limited to be the Ultimate
Controlling Party. Dr. Faiz Nahab is connected to Roundstone Properties
Limited. 
 
This information is provided by RNS
The company news service from the London Stock Exchange

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