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