TIDMALR
RNS Number : 4974S
Alternative Energy Limited
30 November 2012
For immediate release 30 November 2012
ALTERNATIVE ENERGY LIMITED
Interim Results for period to 31 August 2012
Chairman's Statement
The publication of the Company's unaudited interim financial
statements for the six month period to 31(st) August 2012 comes
within two months of the publication of the Company's previous
interim figures for the six months period to 29(th) February 2012,
and its announcement of potentially material transactions on 4(th)
October 2012 (the "Announcement").
One of the matters announced in the Announcement was the
decision by the Company to adjust its accounting year end to 31(st)
December, so the Company's audited financial statements will now be
prepared for the period from 1(st) September 2011 to 31(st)
December 2012. The Company is still required however to prepare and
issue unaudited financial statements for the six months period to
31(st) August 2012 and these are attached.
In general the position changed very little for the Company in
the period between February 28(th) and 31(st) August 2012, with the
Company focussing on the transactions which form the basis for the
Announcement. To this extent my statement published with the
February figures on 4(th) October 2012 sets out the position. The
Announcement referred to sales of EUR9.4m signed in the period
under review but the revenue from these contracts has been booked
after the period currently under review.
Since making the Announcement the Company has been focussing on
executing and firming up the arrangements which form the basis for
the Announcement. The Company has performed its obligations to its
Indonesian partner, Mega Urip Pesona ("MUP") by paying the US$1
million feasibility study fee to MUP and is now focussing on
putting in place firm arrangements based on the transactions
reported in the Announcement. Significant developments will be
announced as soon as they materialise. In this respect, we expect
to post the circular to shareholders shortly.
The management and engineering team at AEL remain strongly
focussed and confident that the new developments will be revenue
generating in 2013.
Christopher Nightingale
A copy of these interims is available on the Company's website
www.alternativeenergy.com.sg.
For further information, please contact:
Alternative Energy Limited
Christopher Nightingale, Chairman
Tel: 0065 900 82702
Richard Lascelles, Director
Tel: 020 7408 1067
Beaumont Cornish Limited
Roland Cornish and James Biddle
Tel: 020 7628 3396
Extracts are set out below:
REPORT ON REVIEW OF THE UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL INFORMATION OF ALTERNATIVE ENERGY LIMITED AND ITS
SUBSIDIARIES FOR THE SIX MONTHS PERIOD ENDED 31 AUGUST 2012
Introduction
We have been engaged to review the accompanying unaudited
interim condensed consolidated financial information of Alternative
Energy Limited (the "Company") and its subsidiaries (the "Group"),
which comprises the statement of financial position, the condensed
consolidated statement of comprehensive income, the condensed
consolidated statement of changes in equity and the condensed
consolidated statement of cash flows and the related notes for the
six months ended 31 August 2012. Our responsibility is to express a
conclusion on the unaudited interim condensed consolidated
financial information based on our review.
This report is made solely to the Board of Directors and we do
not accept or assume responsibility to any party other than the
Board of Directors, for our works, for this report, or for the
conclusion we have formed.
Directors' Responsibilities
The interim financial report, including the financial
information contained therein, is the responsibility of and has
been approved by the directors. The directors are responsible for
preparing the half-yearly financial report in accordance with IAS
34 "Interim Financial Reporting", and the rules of the London Stock
Exchange for companies trading securities on the AIM, a market
operated by the London Stock Exchange which require that the
interim financial report be presented and prepared in a form
consistent with that which will be adopted in the Company's annual
accounts having regard to the accounting standards applicable to
such annual accounts.
Our Responsibility
Our responsibility is to express to the Company a conclusion on
the condensed set of financial information in the interim financial
report based on our review.
Our report has been prepared in accordance with the terms of our
engagement to assist the Company in meeting the requirements of the
rules of the London Stock Exchange for companies trading securities
on AIM and for no other purpose. No person is entitled to rely on
this report unless such a person is a person entitled to rely upon
this report by virtue of and for the purpose of our terms of
engagement or has been expressly authorised to do so by our prior
written consent. Save as above, we do not accept responsibility for
this report to any other person or for any other purpose and we
hereby expressly disclaim any and all such liability.
Scope of Review
We conducted our review in accordance with International
Standard on Review Engagements 2410, "Review of Interim Financial
Information Performed by the Independent Auditor of the Entity." A
review of unaudited interim condensed consolidated financial
information consists of making inquiries, primarily of persons
responsible for financial and accounting matters, and applying
analytical and other review procedures. A review is substantially
less in scope than an audit conducted in accordance with
International Standards on Auditing and consequently does not
enable us to obtain assurance that we would become aware of all
significant matters that might be identified in an audit.
Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that
causes us to believe that the accompanying unaudited interim
condensed consolidated financial information are not presented
fairly, in all material respects, in accordance with IAS 34.
Emphasis of Matter
We draw your attention to Note 2 which indicates the Group has
been incurring losses for the current and past periods. The Group
has taken measures as described in Note 2 to secure the necessary
funding to meet its daily operation needs. If these measures
described in Note 2 fail to materialise, this could indicate an
existence of a material uncertainty which may cast significant
doubt about the Group's ability to continue as a going concern. Our
conclusion is not qualified in respect of this matter.
BDO LLP
Public Accountants and
Certified Public Accountants
Singapore
30 November 2012
ALTERNATIVE ENERGY LIMITED AND ITS SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
1.3.2012 1.3.2011
to to
31.8.2012 31.8.2011
Unaudited Unaudited
Note US$ US$
Revenue 11,290 28,271
Cost of sales (8,644) (27,177)
Gross profit 2,646 1,094
Other items of income
Other income 748 4,123
Other items of expense
Administrative expenses (458,506) (804,730)
Other expenses (765,422) (1,091,591)
Finance cost (2,679) (1,484)
Share of loss from equity-accounted
joint venture 7 (44,790) (2,021)
------------ ------------
Loss before income tax 3 (1,268,003) (1,894,609)
Income tax 4 - -
Loss for the financial period (1,268,003) (1,894,609)
Other comprehensive income
Currency differences on translating
foreign joint venture - 15
Other comprehensive income for
the financial period, net of
tax - 15
------------ ------------
Total comprehensive income for
the financial period (1,268,003) (1,894,594)
============ ============
Attributable to:
Equity holders of the parent (1,268,003) (1,894,594)
============ ============
Loss per share (US$ cents)
Basic and diluted 5 # #
============ ============
# denotes a figure which is less than US$0.01 cent.
ALTERNATIVE ENERGY LIMITED AND ITS SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Unaudited Unaudited Audited
Note 31.8.2012 29.2.2012 31.8.2011
US$ US$ US$
Assets
Non-current assets
Plant and equipment 6 6,410 14,851 25,295
Investment in joint venture 7 - 44,790 118,690
Intangible assets 8 29,174,681 15,010,807 14,997,818
-------------
Total non-current assets 29,181,091 15,070,448 15,141,803
------------- ------------- -------------
Current assets
Cash and bank balances 9 17,092 542,690 924,864
Trade and other receivables 10 217,536 196,720 193,222
Amount due from related
party 18 1,039,903 - -
------------- ------------- -------------
Total current assets 1,274,531 739,410 1,118,086
------------- ------------- -------------
Less:
Current liabilities
Convertible loans 15 3,339,103 3,295,884 2,722,363
Other payables and accruals 16 2,356,054 766,382 694,527
Provisions 17 54,369 71,940 71,940
-------------
Total current liabilities 5,749,526 4,134,206 3,488,830
------------- ------------- -------------
Net current liabilities (4,474,995) (3,394,796) (2,370,744)
------------- ------------- -------------
Net assets 24,706,096 11,675,652 12,771,059
------------- ------------- -------------
Equity
Issued capital 11 25,365,828 21,768,397 19,400,355
Capital reserve 11 11,706,297 1,137,062 3,505,104
Treasury shares 12 (56,400) (56,400) (56,400)
Share options reserve 13 1,480,000 1,348,219 981,260
Convertible loans reserve 14 201,162 201,162 201,162
Accumulated losses (13,990,806) (12,722,803) (11,260,437)
Foreign currency translation
reserve 15 15 15
------------- ------------- -------------
Total equity attributable
to owners of the parent 24,706,096 11,675,652 12,771,059
============= ============= =============
ALTERNATIVE ENERGY LIMITED AND ITS SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Attributable to owners of the parent
Foreign
Share Convertible currency
Issued Capital Treasury options loans Accumulated translation
capital reserve shares reserve reserve losses reserve Total
US$ US$ US$ US$ US$ US$ US$ US$
Unaudited
Balance at 1
March 2012 21,768,397 1,137,062 (56,400) 1,348,219 201,162 (12,722,803) 15 11,675,652
Contributions
by and
distributions
to owners of
the parent
Grant of
equity-settled
share options
to employees - - - 131,781 - - - 131,781
Shares allotted
but not
issued during
the period
(Note 11) - 11,706,297 - - - - - 11,706,297
Shares
previously
allotted
and issued
during the
period 1,137,062 (1,137,062) - - - - - -
Shares issued
during the
period (Note
11) 2,460,369 - - - - - - 2,460,369
----------- ------------ --------- ---------- ------------ ------------- ------------ ------------
Total
contributions
by
and
distributions
to owners 3,597,431 10,569,235 - 131,781 - - - 14,298,447
Profit for the
financial
period,
representing
total
comprehensive
income for
the period - - - - - (1,268,003) - (1,268,003)
Balance at 31
August 2012 25,365,828 11,706,297 (56,400) 1,480,000 201,162 (13,990,806) 15 24,706,096
=========== ============ ========= ========== ============ ============= ============ ============
ALTERNATIVE ENERGY LIMITED AND ITS SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(Continued)
Attributable to owners of the parent
Foreign
Share Convertible currency
Issued Capital Treasury options loans Accumulated translation
capital reserve shares reserve reserve losses reserve Total
US$ US$ US$ US$ US$ US$ US$ US$
Unaudited
Balance at 1
March 2011 16,108,792 2,275,000 (56,400) 619,724 788,824 (9,365,828) - 10,370,112
Contributions
by and
distributions
to owners of
the parent
----------- ---------- --------- --------- ------------ ------------- ------------ ------------
Grant of
equity-settled
share options
to employees - - - 361,536 - - - 361,536
Share issued 3,291,563 - - - - - - 3,291,563
Shares allotted
but not
issued - 1,230,104 - - - - - 1,230,104
Reserve
attributable
to
equity
components of
convertible
loans - - - - (587,662) - - (588,662)
----------- ---------- --------- --------- ------------ ------------- ------------ ------------
Total
contributions
by
and
distributions
to owners 3,291,563 1,230,104 - 361,536 (587,662) - - 4,294,541
Profit for the
financial
period - - - - - (1,894,609) - (1,894,609)
Other
comprehensive
income
for the
financial
period
Currency
differences on
translating
foreign joint
venture - - - - - - 15 15
----------- ---------- --------- --------- ------------ ------------- ------------ ------------
Total
comprehensive
income
for the
financial
period - - - - - (1,894,609) (1,894,594)
----------- ---------- --------- --------- ------------ ------------- ------------ ------------
Balance at 31
August 2011 19,400,355 3,505,104 (56,400) 981,260 201,162 (11,260,437) 15 12,771,059
=========== ========== ========= ========= ============ ============= ============ ============
ALTERNATIVE ENERGY LIMITED AND ITS SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
1.3.2012 1.3.2011
to to
31.8.2012 31.8.2011
Unaudited Unaudited
US$ US$
Operating activities
Loss before income tax (1,268,003) (1,894,609)
Adjustments for:
Amortisation of intangible assets 2,793 4,728
Depreciation of plant and equipment 8,441 38,377
Interest expense (2,679) (1,484)
Interest income 748 4,123
Share options expense 131,781 361,536
Share of loss from equity accounted
joint venture 44,790 2,021
Provision for reinstatement cost - (871)
Provision for unutilised leave (17,571) 30,003
Operating cash flows before movements
in working capital (1,099,700) (1,456,176)
Increase in trade and other receivables (20,817) 31,463
Increase in amount due from related
company (1,039,903) -
Increase in other payables and accruals 1,589,672 299,416
------------ ------------
Net cash used in operations (570,748) (1,125,297)
Interest paid 2,679 1,484
------------ ------------
Net cash used in operating activities (568,069) (1,123,813)
------------ ------------
Investing activities
Additions of intangible assets - (100,381)
Decrease in pledged fixed deposits 81,625 (3,884)
Interest received (748) (4,123)
Investment in joint venture - (120,696)
Purchase of plant and equipment - (4,663)
Net cash used in investing activities 80,877 (233,747)
------------ ------------
Financing activities
Net proceeds from re-issue of treasury
shares - 855,000
Proceeds from convertible loans 347,807 1,002,089
Repayment of convertible loans (304,588) (695,613)
Net cash from financing activities 43,219 1,161,476
------------ ------------
Net decrease in cash and cash equivalents (443,973) (196,084)
Cash and cash equivalents at beginning
of period 446,861 1,021,686
------------ ------------
Cash and cash equivalents at end of
period (Note 9) 2,888 825,602
============ ============
ALTERNATIVE ENERGY LIMITED AND ITS SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
INFORMATION
FOR THE FINANCIAL PERIOD FROM 1 MARCH 2012 TO 31 AUGUST 2012
1. General
The Company was incorporated in Singapore on 26 December 2006
under the name of Alternative Energy Pte. Ltd. On 11 July 2007 the
Company was converted into a public limited company and changed its
name to Alternative Energy Limited (the "Company"). The Company is
domiciled in Singapore. The registered office of the Company is at
1 Science Park Road, #02-09, The Capricorn, Singapore Science Park
II, Singapore 117528.
On 12 October 2007, the Company was successfully admitted to
trading on AIM, a market operated by the London Stock Exchange.
The principal activity of the Company is the provision of
technology, hardware and equipment for renewable energy and green
energy solutions. It also develops and makes investments or
acquisitionsenergy technologies, businesses and companies which
offer an alternative to conventional fossil fuel and nuclear
methods of generating household and industrial energy, as well as
performing management services (including marketing and other
necessary services) to its subsidiaries. The principal activities
of the subsidiaries are that of research and development of
renewable energies for household consumers and holding of
trademarks and intellectual properties. The Group's operation is
not subject to any seasonality or cyclicality.
The interim unaudited financial statements of the Company and
its subsidiary (the "Group") for the period ended 31 August 2012
were authorised for issue by the Board of Directors on 30 November
2012.
2. Basis of preparation
The unaudited interim condensed consolidated financial
information for the 6 months ended 31 August 2012 has been prepared
in accordance with International Accounting Standard 34, Interim
Financial Reporting.
The unaudited interim condensed consolidated financial
information does not include all the information and disclosures
required in the annual financial statements. Accordingly, this
report is to be read in conjunction with the Annual Report for the
year ended 31 August 2011 and any public announcements made by the
Group during the interim reporting period.
The unaudited interim condensed consolidated financial
information for the six months period ended 31 August 2012 do not
constitute statutory accounts and have been drawn up using
accounting policies and presentation expected to be adopted in the
Group's full financial statements for the financial year ending 31
December 2012, which are not expected to be significantly different
to those set out in note 2 to the Group's audited financial
statements for the year ended 31 August 2011.
The financial information for the year ended 31 August 2011 has
been extracted from the statutory accounts for that period. The
auditors' report for the year ended 31 August 2011 was unqualified
with an emphasis of matter paragraph referring to the Group's
abilities to continue as a going concern.
The financial information for the 6 months ended 31 August 2011
has been extracted from the unaudited interim results for the six
months period ended 28 February 2011 released on 27 May 2011 and
audited results for the financial year ended 31 August 2011
released on 29 February 2012.
Going concern
In preparing the unaudited interim condensed consolidated
financial information, the directors have carefully considered the
future liquidity of the Group in the light of the current financial
position of the Group and as at 31 August 2012 the recurring losses
from operations in the current and past financial years.
The Group has now entered into a number of arrangements which
are intended to produce revenues and raise capital. The Group has
signed a revised conditional convertible loan arrangement with its
Chairman which should make available further funding for working
capital purposes, it has also entered into a conditional placement
arrangement with LDK Solar and is planning to raise a further
US$4.8 million through a preferred offering to shareholders. Whilst
each of these measures is conditional, the directors have indicated
that they are confident that the relevant conditions will be
fulfilled.
In respect of the business and revenues of the Group, the Group
has now signed heads of terms appointing them as principal
Engineering Procurement and Construction contractor for a major
Indonesian project and has commenced sales of the solar panels with
a large contract in Germany. The Group has also commenced sales of
its lighting products in Singapore, Indonesia, UK and other
jurisdictions. Many of these sales are test orders which have led
to other quotations for larger projects.
The directors are confident that the measures they are taking,
together with the continuing financial support of the Chairman,
will yield the Group sufficient working capital to finance its
operations and remain a going concern for the foreseeable future.
Hence, notwithstanding that the Group has incurred an operating
loss of US$1,268,003 for the six months period ended 31 August 2012
(for the six months period ended 31 August 2011: US$1,894,609), the
directors of the Company are of the opinion that it is appropriate
to prepare the unaudited interim condensed consolidated financial
statements of the Group on a going concern basis.
If the Group is unable to continue in operational existence for
the foreseeable future, the Group may be unable to discharge its
liabilities in the normal course of business and adjustments may
have to be made to reflect the situation that assets may need to be
realised other than in the normal course of business and at amounts
which could differ significantly from the amounts at which they are
currently recorded in the statements of financial position of the
Group and the Company. No such adjustments have been made to these
unaudited interim condensed consolidated financial statements of
the Group.
3. Loss before income tax
In addition to the information disclosed elsewhere in the
unaudited financial information, the Group's loss before income tax
is arrived at after charging the following:
1.3.2012 1.3.2011
to to
31.8.2012 31.8.2011
Unaudited Unaudited
US$ US$
Amortisation of intangible assets 2,793 4,728
Depreciation of plant and equipment 8,441 38,377
Equipment rental - 1,015
Foreign currency exchange loss, net 16,191 -
Office rental 157,407 145,445
Professional fees 276,887 391,109
Research and development costs expensed
off 9,774 101,858
Share options expense 131,781 361,536
Staff costs
* Directors' remuneration other than fees 181,874 215,630
* Employee benefits expense 154,871 157,055
========== ==========
4. Income tax
The Group has no chargeable income for the 6 months period ended
31 August 2012 and 31 August 2011. Accordingly, no provision for
income tax has been provided.
The income tax expense has been determined by applying the
Singapore income tax rate of 17% to loss before income tax and
total charge for the financial period can be reconciled to
accounting loss as follows:
1.3.2012 1.3.2011
to to
31.8.2012 31.8.2011
Unaudited Unaudited
US$ US$
Reconciliation of effective tax rate
Loss for the financial period (1,268,003) (1,894,609)
============ ============
Tax calculated at statutory rate of
17% (215,560) (322,084)
Expenses not deductible for tax purposes 51,628 11,488
Income not subject to tax - 5,979
Deferred tax assets not recognised 163,932 303,792
Others - 825
- -
============ ============
Deferred tax assets have not been recognised because it is not
certain whether future taxable profits will be available against
which the Group can utilise the benefits.
As at the reporting date, the Group had unutilised tax losses
amounting to US$11,299,000 (31.8.2011: US$9,208,041), which are
available for set-off against future taxable profits subject to the
provisions of the Singapore Income Tax Act and agreement by the
Singapore tax authority.
5. Basic and diluted loss per share
Basic loss per share is calculated by dividing the Group's loss
attributable to equity holders by the weighted average number of
ordinary shares in issue during the period.
For the purpose of calculating diluted loss per share, the
Group's net loss attributable to equity holders and the weighted
average number of ordinary shares in issue are adjusted for the
effects of all dilutive potential ordinary shares. The outstanding
are adjusted for the effects of all dilutive potential ordinary
shares. The Group has two categories of dilutive potential ordinary
shares convertible loans and share options.
Diluted earnings per share amounts are calculated by dividing
the loss attributable to ordinary equity holders of the Company by
the weighted average number of ordinary shares outstanding during
the financial year plus the weighted average number of ordinary
shares that would be issued on the conversion of all dilutive
potential ordinary shares into ordinary shares.
Convertible loans are assumed to have been converted into
ordinary shares at US$0.03 per share and net of any expenses amount
owing from the lender to the Company against the loan. The net loss
is adjusted to eliminate the interest expense less the tax
effect.
For the share options, a calculation is done to determine the
number of shares that could have been acquired at fair value
(determined as the average annual market share price of the
Company's shares) based on the monetary value of the subscription
rights attached to outstanding share options. The number of shares
calculated as above is compared with the number of shares that
would have been issued assuming the exercise of the share options.
The differences are added to the denominator as an issuance of
ordinary shares for no consideration. No adjustment is made to
earnings.
1.3.2012 to 31.8.2012 1.3.2011 to 31.8.2011
Unaudited Unaudited
Basic Diluted Basic Diluted
Net loss attributable
to equity holders US$1,894,
of the Company US$1,268,003 US$1,268,003 US$1,894,594 594
============== ============== ============== ==============
Number of shares Number of shares
Basic Diluted Basic Diluted
Weighted average
number of ordinary
shares 1,543,124,675 1,543,124,675 1,422,376,000 1,422,376,000
Adjustments
for potentially
dilutive ordinary
shares - 119,964,167 - 149,973,000
-------------- -------------- -------------- --------------
1,543,124,675 1,663,088,842 1,422,376,000 1,572,349,000
============== ==============
Loss per share # # # #
============== ============== ============== ==============
# denotes a figure which is less than US$0.01 cent
6. Plant and equipment
Machinery,
office
equipment,
furniture
Office renovation Computers and fittings Total
US$ US$ US$ US$
Unaudited
31 August 2012
Cost
Balance at 1 March
2012 and
31 August 2012 117,788 60,530 233,143 411,461
Accumulated depreciation
Balance at 1 March
2012 117,788 56,473 222,349 396,610
Depreciation charge
for the
period - 1,848 6,593 8,441
Balance at 31 August
2012 117,788 58,321 228,942 405,051
----------------- --------- ------------- --------
Net carrying amount
Balance at 31 August
2012 - 2,209 4,201 6,410
================= ========= ============= ========
Unaudited
29 February 2012
Cost
Balance at 1 September
2011 117,788 62,026 233,143 412,957
Disposal - (1,496) - (1,496)
----------------- --------- ------------- --------
Balance at 29 February
2012 117,788 60,530 233,143 411,461
----------------- --------- ------------- --------
Accumulated depreciation
Balance at 1 September
2011 117,788 54,698 215,176 387,662
Depreciation charge
for the
period - 3,271 7,173 10,444
Disposal - (1,496) - (1,496)
----------------- --------- ------------- --------
Balance at 29 February
2012 117,788 56,473 222,349 396,610
----------------- --------- ------------- --------
Net carrying amount
As at 29 February
2012 - 4,057 10,794 14,851
================= ========= ============= ========
Machinery,
office
equipment,
Office furniture
renovation Computers and fittings Total
US$ US$ US$ US$
Audited
30 August 2011
Cost
Balance at 1 September
2010 117,788 61,322 230,896 410,006
Additions - 4,057 2,247 6,304
Written off - (3,353) - (3,353)
----------- --------- ------------- -------
Balance at 31 August
2011 117,788 62,026 233,143 412,957
----------- --------- ------------- -------
Accumulated depreciation
Balance at 1 September
2010 106,263 43,775 145,552 295,590
Depreciation charge
for the
financial year 11,525 14,276 69,624 95,425
Written off - (3,353) - (3,353)
----------- --------- ------------- -------
Balance at 31 August
2011 117,788 54,698 215,176 387,662
----------- --------- ------------- -------
Net carrying amount
Balance at 31 August
2011 - 7,328 17,967 25,295
=========== ========= ============= =======
7. Investment in joint venture
Unaudited Unaudited Audited
1.3.2012 1.9.2011 1.9.2010
to 31.8.2012 to 29.2.2012 to 31.8.2011
US$ US$ US$
Balance at the beginning
of the financial
periods/year 44,790 118,690 -
Acquisition of joint venture - - 120,696
Share of loss (44,790) (73,900) (2,021)
Currency translation differences - - 15
-------------
Balance at the end of the
financial periods/year - 44,790 118,690
============= ============= =============
The details of the joint venture are as follows:
Country
of Effective equity
incorporation/ Interest
Joint venture Principal activities operation
Unaudited Unaudited Audited
1.3.2012 1.9.2011 1.9.2010
to 31.8.2012 to 29.2.2012 to 31.8.2011
Held by Alternative Energy
Holdings Limited % % %
Manufacture light
fittings, street The People's
The Green lights and other Republic
Light Company lighting equipment of China 50 50 50
On 21 January 2011, Alternative Energy Holdings Limited, a
wholly-owned subsidiary of the Company, incorporated a joint
venture company in the People's Republic of China with Jiashan
Joray Electronic Technology Co. Ltd., a company incorporated in the
People's Republic of China. The joint venture is a limited
liability company.
The unaudited management financial information of the joint
venture are used for the equity accounting purposes in preparation
of the unaudited interim condensed consolidated financial
information of the Group.
The Group's interest (based on the paid-up capital ratio) in the
joint venture are as follows:
Unaudited Unaudited Audited
1.3.2012 1.9.2011 1.9.2010
to 31.8.2012 to 29.2.2012 to 31.8.2011
US$ US$ US$
Assets and liabilities:
Total assets 104,658 89,127 118,690
Total liabilities (123,327) (92,552) -
------------- ------------- -------------
Net assets (18,669) (3,425) 118,690
============= ============= =============
Unaudited Unaudited Audited
1.3.2012 1.9.2011 1.9.2010
to 31.8.2012 to 29.2.2012 to 31.8.2011
US$ US$ US$
Results
Revenue - - -
Loss for the financial periods/year (65,219) (73,900) (2,021)
============= ============= =============
8. Intangible assets
Computer
Goodwill software Patents Trademarks Total
US$ US$ US$ US$ US$
Unaudited
31 August 2012
Cost
Balance at 1 March
2012 464,726 54,486 14,144,761 397,070 15,061,043
Additions - - 14,166,667 - 14,166,667
Balance at 31 August
2012 464,726 54,486 28,311,428 397,070 29,227,710
-------- --------- ---------- ---------- ----------
Accumulated amortisation
Balance at 1 March
2012 - 50,236 - - 50,236
Amortisation for
the period - 2,793 - - 2,793
Balance at 31 August
2012 - 53,029 53,029
-------- --------- ---------- ---------- ----------
Net carrying amount
Balance at 31 August
2012 464,726 1,457 28,311,428 397,070 29,174,681
======== ========= ========== ========== ==========
Unaudited
29 February 2012
Cost
Balance at 1 September
2011 464,726 54,486 14,131,128 394,495 15,044,835
Additions - - 13,633 2,575 16,208
Balance at 29 February
2012 464,726 54,486 14,144,761 397,070 15,061,043
------- ------ ---------- ------- ----------
Accumulated amortisation
Balance at 1 September
2011 - 47,017 - - 47,017
Amortisation for
the period - 3,219 - - 3,219
Balance at 29 February
2012 - 50,236 - - 50,236
------- ------ ---------- ------- ----------
Net carrying amount
Balance at 29 February
2012 464,726 4,250 14,144,761 397,070 15,010,807
======= ====== ========== ======= ==========
Audited
30 August 2011
Cost
Balance at 1 September
2010 464,726 54,486 6,396,350 326,387 7,241,949
Additions - - 7,734,778 68,108 7,802,886
Balance at 31 August
2011 464,726 54,486 14,131,128 394,495 15,044,835
------- ------ ---------- ------- ----------
Accumulated amortisation
Balance at 1 September
2010 - 34,041 - - 34,041
Amortisation for
the financial year - 12,976 - - 12,976
------- ------ ---------- ------- ----------
Balance at 31 August
2011 - 47,017 - - 47,017
------- ------ ---------- ------- ----------
Net carrying amount
Balance at 31 August
2011 464,726 7,469 14,131,128 394,495 14,997,818
======= ====== ========== ======= ==========
Goodwill represents the excess of the cost of a business
combination over the interest in the fair value of identifiable
assets, liabilities and contingent liabilities acquired. Cost
comprises the fair values of assets given, liabilities assumed and
equity instruments issued plus any direct cost of acquisition.
Goodwill is stated at cost less any accumulated impairment
losses. Goodwill is allocated to cash generating units and is not
amortised but is tested annually for impairment or more frequently
if events or changes in circumstances indicate that it might be
impaired.
As at 31 August 2012, the management has assessed and determined
that the goodwill is not impaired. Such assessment and
determination require the management to make judgements, estimates
and assumptions. These estimates and associated assumptions are
continually evaluated and are based on historical experience and
other factors including expectations of future events or changes in
circumstances. Actual results may differ from these estimates.
Pursuant to an agreement entered into between the Company and a
related party in 2010, the Company is to acquire certain patents
and technology from the said related party. An independent
professional valuer had valued these patents and technology at
US$33 million. Having considered this, on the date of agreement,
the Company and the said related party have agreed on the purchase
consideration for the purchase of these patents and technology at
US$20 million and amount shall be fully settled by the issue of
666,666,666 new ordinary shares of the Company at US$0.03 per
share. The obligation to pay the purchase consideration is subject
to certain terms and conditions.
In January 2011, upon the successful registration of patents,
the Company purchased patents and technology for a contractual
purchase consideration of US$4 million by allotting 133,333,333 new
ordinary shares for the fair value of the purchase consideration of
US$7,666,667 as disclosed in Note 11. As of 29 February 2012, after
the successful registration of patents, 313,558,332 new ordinary
shares have already been issued as part of this purchase.
During the current financial period ended 31 August 2012, upon
the successful registration of patents, the Company purchased
patents and technology for a contractual purchase consideration of
US$10 million by allotting 333,333,334 new ordinary shares for the
fair value of the purchase consideration of US$14,166,667 as
disclosed in Note 11. As of 31 August 2012, after the successful
registration of patents, 57,891,044 new ordinary shares have
already been issued as part of this purchase.
For the purpose of the consolidated statement of cashflows, the
Group's additions to intangible assets during the periods/year
comprise the following:
Unaudited Unaudited Audited
1.3.2012 1.9.2011 1.9.2010
to 31.8.2012 to 29.2.2012 to 31.8.2011
US$ US$ US$
Additions to intangible assets 14,166,667 16,208 7,802,886
Non-cash transaction settlement
by issuance of new ordinary
shares (Note 11) * (14,166,667) - * (7,666,667)
-------------- ------------- -------------
Purchase of intangible assets
by cash payment - 16,208 136,219
============== ============= =============
* This represents fair value based on the Company's share price
at the relevant dates.
9. Cash and cash equivalents
Unaudited Unaudited Audited
31.8.2012 29.2.2012 31.8.2011
US$ US$ US$
Cash on hand and bank balances 2,888 446,861 825,602
Fixed deposits 14,204 95,829 99,262
--------- ---------- ---------
Cash and bank balances 17,092 542,690 924,864
Less: fixed deposits pledged
to a bank (14,204) (95,829) (99,262)
----------
Cash and cash equivalents
as per consolidated statements
of cash flow 2,888 446,861 825,602
========= ========== =========
Fixed deposits are pledged with the bank, with original maturing
periods of not more than 365 (29.2.2012: 365 and 31.8.2011: 365)
days. Interest rate ranges from 0.075% (29.2.2012: 0.35% to 0.45%
and 31.8.2011: 0.35% to 0.45%).
The Group's fixed deposits of US$14,204 (29.2.2012: US$ 95,378
and 31.8.2011: US$99,262) are pledged to bank for credit card
facility granted to a subsidiary company.
10. Trade and other receivables
Unaudited Unaudited Audited
31.8.2012 29.2.2012 31.8.2011
US$ US$ US$
Trade receivables 10,984 14,586 19,072
Other receivables 111,745 58,187 51,996
Deposits 89,689 117,984 117,002
Prepayments 5,118 5,963 5,152
----------
217,536 196,720 193,222
========= ========== =========
All other receivables are not past due and are not impaired as
at the end of the financial period.
11. Issued capital
Unaudited Unaudited Audited Unaudited Unaudited Audited
1.3.2012 1.9.2011 1.9.2010 1.3.2012 1.9.2011 1.9.2010
to 31.8.2012 to 29.2.2012 to 31.8.2011 to 31.8.2012 to 29.2.2012 to 31.8.2011
Number of ordinary shares US$ US$ US$
Issued and
fully-paid:
Balance
at beginning
of financial
periods/year 1,534,730,896 1,493,547,563 1,398,672,563 21,768,397 19,400,355 14,383,792
Issue of
new ordinary
shares 77,666,044 41,183,333 94,875,000 3,597,431 2,368,042 5,016,563
------------- ------------- ------------- ------------- ------------- -------------
Balance
at end of
financial
periods/year 1,612,396,940 1,534,730,896 1,493,547,563 25,365,828 21,768,397 19,400,355
============= ============= ============= ============= ============= =============
Movements during six months ended 31 August 2012:
During the current financial period ended 31 August 2012, the
Company purchased patents from a related party for a contractual
purchase consideration of US$10 million (which represents a fair
value of US$14,166,667 based on the Company's share price at the
relevant date) by allotting 333,333,334 ordinary shares of the
Company to the related party and will be issued as follows:
(a) US$2,460,369 of the 1(st) tranche has been settled by way of
issuing 57,891,044 new ordinary shares; and
(b) US$11,706,297 of the 2(nd) tranche (to be settled by way of
issuing 275,442,290 new ordinary shares) is included in capital
reserve as the shares have not been issued yet as at 31 August
2012.
On various dates during the period ended 31 August 2012,
19,775,000 new ordinary shares representing US$1,137,062 of capital
reserve have been issued from 2(nd) tranche of patents issued in
January 2011 below.
Movements during six months ended 29 February 2012:
In January 2011, the Company purchased patents from a related
party for a contractual purchase consideration of US$4 million
(which represents a fair value of US$7,666,667 based on the
Company's share price as at 27 January 2011) by allotting
133,333,333 ordinary shares of the Company to the related party and
will be issued as follows:
(a) US$4,161,563 of the 1(st) tranche has been settled by way of
issuing 72,375,000 new ordinary shares. 30 million share
representing US$1,725,000 capital reserve has been issued in
January 2011 and the remaining 42,375,000 ordinary share
representing US$2,436,543 has been issued in various date from
April to July 2011.
(b) US$3,505,104 of the 2(nd) tranche were to be settled by way
of issuing 60,958,333 new ordinary shares.
On various dates during the period ended 29 February 2012,
41,183,333 new ordinary shares representing US$2,368,042 of capital
reserve have been issued from 2(nd) tranche of patents issued in
January 2011 above.
12. Treasury shares
Unaudited Unaudited Audited Unaudited Unaudited Audited
1.3.2012 1.9.2011 1.9.2010 1.3.2012 1.9.2011 1.9.2010
to 31.8.2012 to 29.2.2012 to 31.8.2011 to 31.8.2012 to 29.2.2012 to 31.8.2011
Number of ordinary shares US$ US$ US$
Issued and
fully-paid:
Balance
at beginning
and end
of financial
periods/year 1,922,966 1,922,966 1,922,966 56,400 56,400 56,400
============= ============= ============= ============= ============= =============
13. Share options reserve
Share options reserve represents equity-settled share options
granted to directors of the Company and employees of the Group. The
reserve is made up of cumulative value of services received from
share options holders recorded on grant of equity-settled share
options.
The movement of this account is disclosed in the statement of
changes in equity.
14. Convertible loans reserve
The convertible loans reserve represents the residual amount of
convertible loans after deducting the fair value of the liability
component. This amount is presented net of transaction costs and
deferred liability arising from the convertible loan.
15. Convertible loans
Unaudited Unaudited Audited
1.3.2012 1.9.2011 1.9.2010
to 31.8.2012 to 29.2.2012 to 31.8.2011
US$ US$ US$
Convertible loans due to
a director (net) 3,339,103 3,295,884 2,722,363
============= ============= =============
The convertible loans are denominated in United States dollar.
Convertible loans due to a director represents the residual amount
of convertible loans due to Christopher Nightingale after deducting
the fair value of the equity component and is made up as
follows:
Unaudited Unaudited Audited
1.3.2012 1.9.2011 1.9.2010
to 31.8.2012 to 29.2.2012 to 31.8.2011
US$ US$ US$
Net proceeds from issue
of convertible
loans 6,139,473 5,791,666 5,087,053
Amount classified as equity (201,162) (201,162) (201,162)
------------- ------------- -------------
5,938,311 5,590,504 4,885,891
Less: Account with a director (2,599,208) (2,294,620) (2,163,528)
------------- ------------- -------------
Convertible loan due to
a director (net) 3,339,103 3,295,884 2,722,363
============= ============= =============
The salient terms and conditions of the convertible loan
agreement are summarised as follows:
-- The term of the loan commences on the date of the convertible
loan agreement and has been revised with a newly signed convertible
loan agreement signed on 3 October 2012;
-- As at 31 August 2012, the terms of the convertible loan remain as follows:
-- The loan shall be interest-free;
-- The Lender shall have the right at any time during the term
of the loan to convert any part of the loan into ordinary listed
shares of the Company at US$0.03 share;
-- The Company may without penalty repay the whole or part of
the loan before the repayment term;
-- The Company may also offset any expenses or amount owing from
the Lender to the Company against the loan; and
-- The Lender is currently rolling over the loan on a monthly
basis pending agreement of revised terms for a longer term
facility.
16. Other payables and accruals
Unaudited Unaudited Audited
1.3.2012 1.9.2011 1.9.2010
to 31.8.2012 to 29.2.2012 to 31.8.2011
US$ US$ US$
Other payables 600,826 362,062 506,979
Accruals 117,384 217,924 124,697
Advance from customer 1,155,550 - -
Amount due to directors 482,294 186,396 62,851
2,356,054 766,382 694,527
============= ============= =============
Amount due to directors are interest-free, unsecured and
repayable on demand.
17. Provisions
Unaudited Unaudited Audited
1.3.2012 1.9.2011 1.9.2010
to 31.8.2012 to 29.2.2012 to 31.8.2011
US$ US$ US$
Provision for unutilised
leave 33,174 50,745 50,745
Provision for reinstatement
cost 21,195 21,195 21,195
-------------
54,369 71,940 71,940
============== ============= =============
Provision for unutilised leave represents employee entitlements
to annual leave as a result of services rendered by employees up to
the statement of financial position date.
Provision for reinstatement cost is relation to the obligation
for dismantlement, removal or restoration of office premises.
Movements in the provisions are as follows:
Unaudited Unaudited Audited
1.3.2012 1.9.2011 1.9.2010
to 31.8.2012 to 29.2.2012 to 31.8.2011
US$ US$ US$
Balance at beginning of financial
periods/year 71,940 71,940 41,987
Additions during the financial
periods/year (17,571) - 29,953
------------- ------------- -------------
Balance at end of financial
periods/year 54,369 71,940 71,940
============= ============= =============
18. Amount due from related party
Amount due from a related party is interest-free, unsecured and
repayable on demand. It relates to sums held on trust by Real
Capital International Ltd, in connection with the Company's
contracts with LDK Solar and Ecotechworld which trust was created
for purely logistical reasons. These sums represent an advance from
the Company's customer, Ecotechworld, the bulk of which has since
been paid to LDK.
19. Share-based payments
The Employee Share Option Scheme (ESOS) enables directors and
employees of the Company and its subsidiaries to subscribe for
ordinary shares in the capital of the Company, exercisable at
varying periods from the date of grant depending whether the
exercise price is set at market price in respect of that offer.
Since the date of inception, no shares were granted or awarded
under theShare Performance Plan (SPP).
The EOS Committee has on 5 May 2010 resolved to grant Incentive
Options to the employees of the Group under the existing
Alternative Energy Limited (AEL) ESOS scheme exercisable at US$0.03
per ordinary share.
Information in respect of the share options granted under the
Company's ESOS was as follows:
1.3.2012 1.3.2011
to to
31.8.2012 31.8.2011
Number of share options
('000) ('000)
Balance at beginning of financial period 81,000 81,000
Number of share options granted during
the financial period - -
Balance at end of financial period 81,000 81,000
============ ===========
81,000,000 share options were granted in the financial year
ending 31 August 2010. The estimated fair value of the share
options granted is US$1,480,000.
The fair value of share options as at the date of grant is
estimated by an external valuer using the Black-Scholes-Merton
model, taking into account the terms and conditions upon which the
options were granted. The inputs to the model used are shown
below.
Risk-free Expected Share price
Date of Expected interest life of Exercise at date of
grant volatility rate options price grant
(%) (%) (years) (US$) (US$)
5 May 2010 21.5 2.72-3.72 5-10 0.03 0.04
20. Related parties transactions
For the purposes of these unaudited condensed consolidated
financial information, parties are considered to be related to the
Group if the Group has the ability, directly or indirectly, to
control the party or exercise significant influence over the party
in making financial and operating decisions, or vice versa, or
where the Group and the party are subject to common control or
common significant influence. Related parties may be individuals or
other entities.
In addition to the information disclosed elsewhere in the
unaudited condensed consolidated financial information, related
party transactions between the Group and the Company and its
related parties during the financial year were as follows:
Unaudited Unaudited
1.3.2012 1.3.2011
to to
31.8.2012 31.8.2011
US$ US$
Purchased of patents and technology
from a related party
which is also a controlling party
(Note 8) 14,166,667 3,666,667
Convertible loan from a director 347,806 2,034,781
========== =========
Key management compensation
Total
Fees/
Salary Share
and related Defined contribution option 1.3.2012 1.3.2011
costs plans expense to 31.8.2012 to 31.8.2011
US$ US$ US$ US$ US$
Executive Director
Christopher Nightingale 105,240 - - 105,240 120,000
Dr Goh Swee Ming 73,038 3,596 17,809 94,443 146,041
Non-Executive
Director
Richard Lascelles - - 17,808 17,808 60,411
Bay Yew Chuan - - 17,808 17,808 60,411
Noel Meaney - - 17,808 17,808 51,236
Total Key Management
1.3.2012 to 31.8.2012 178,278 3,596 71,233 253,107
------------ -------------------- -------- =============
Total Key Management
1.3.2011 to 31.8.2011 233,780 2,675 201,644 438,099
------------ -------------------- -------- =============
The Non-Executive Directors' consultancy fees of US$60,000 were
accrued and have not been paid as at 31 August 2012 along with
US$254,009 of Christopher Nightingale's salary.
The remuneration of Directors is determined by the Remuneration
Committee having regard to the performance of individuals and
market trends. The remuneration disclosed above includes only the
Directors as there is no personnel other than Directors who are
considered to be a member of key management of the Group.
21. Segment reporting
No segment reporting is presented as the Group is principally
engaged in a single business segment of dealing with household and
industrial clean energy and a single geographical segment located
in Asia.
22. Subsequent events
Subsequent to the financial period ended 31 August 2012, the
Company released the following announcements in respect of the
Transactions:
- Supplemental heads of agreement and memorandum of
understanding entered into between the Company and various
companies;
- Heads of terms on conditional private placement entered for
the placement of new ordinary shares in the capital of the Company
for an aggregate amount of US$3 million at a placement price of 25%
discount to the closing market price as at the close of business on
the relevant share issuance date for each placement share;
- Proposed preferential offering of up to 600,000,000 new shares
("Preferential Offering Shares") in the capital of the Company at
an issue price of US$0.008 for each Preferential Offering Share to
the shareholders of the Company (except for Perfection Group
Limited);
- Amendment of the terms of the Convertible Loan agreement
entered into between the Company and Christopher Nightingale;
- Sales contracts entered into between a wholly-owned subsidiary
of the Company for the sale of Photovoltaic Modules for an
aggregate consideration of EUR9.4 million; and
- Change of financial year end from 31 August to 31 December.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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