TIDMPURE
RNS Number : 8814Z
PureCircle Limited
13 March 2013
Purecircle Limited
("PureCircle" or the "Company")
Interim results for the six months ended 31 December 2012
PureCircle (LSE: PURE) the world's largest producer and marketer
of high purity stevia today announces its unaudited interim results
for the six month period from 1 July 2012 to 31 December 2012 ("1H
FY 2013").
The unaudited financial statements comprising profit and loss
account and cashflow for the six months to 31 December 2012 and the
balance sheet at 31 December 2012 are set out in pages 4 to 19 to
this announcement, together with unaudited profit and loss and
cashflow comparatives for the six months to 31 December 2011 ("1H
FY 2012") and the audited balance sheet at 30 June 2012.
SUMMARY FINANCIALS
SUMMARY FINANCIALS
Six months ended 31 December (US$m) (1H FY 2013) (1H FY 2012)
-------------------------------------- --------------- ---------------
Sales 27.4 15.2
-------------------------------------- --------------- ---------------
Gross profit 5.2 1.7
-------------------------------------- --------------- ---------------
EBITDA (adjusted for LTIP etc) (0.5) (8.6)
-------------------------------------- --------------- ---------------
Net loss after tax (6.9) (13.1)
-------------------------------------- --------------- ---------------
Cash and short term deposits 45.8 27.1
-------------------------------------- --------------- ---------------
Net debt (66.3) (70.7)
-------------------------------------- --------------- ---------------
Gross assets 274.6 238.1
-------------------------------------- --------------- ---------------
Net assets 144.9 130.8
-------------------------------------- --------------- ---------------
Net assets per share (US cents) 0.88 0.85
-------------------------------------- --------------- ---------------
Sales: H1 FY 13 sales were $27.4m an increase of 80% against 1H
FY12 ($15.2m). $26m of the sales were high purity stevia sweeteners
and natural flavors, a 120% improvement against 1H FY12.There was
growth in sales across all high purity ingredients primarily driven
by new innovations in our Stevia PureCircle proprietary portfolio
of all-natural, no-calorie sweeteners and natural flavor systems,
under the PureCircle Flavors range. By region, EMEA, Latin America,
Asia Pacific and USA all recorded sales growth.
Sales volumes: In 1H FY13 total volumes of high purity stevia
sweeteners and natural flavors increased by 135% against 1H FY12.
Volume increases were led by sales of new proprietary ingredients
introduced over the past twenty-four months.
Gross Profit: H1 FY13 gross profit of $5.2m is $3.5m (206%)
ahead of H1 FY 12 ($1.7m). This reflects increased volumes and
improved mix of sales. At 19%, gross profit % is 8 percentage
points ahead of 1H FY 12 gross profit % of 11%. With our scaled
production capacity further improvements in gross profit % are
expected as sales volumes increase.
EBITDA: In H1 FY13 the Group reported an EBITDA loss of $0.5m,
representing a $8.1m (94%) improvement on 1HFY12. The improvement
reflects the $3.5m gross margin improvement and the absence of
other expenses in 1H FY 13. In 1H FY12 the group incurred other
expenses of $5.7m relating to production costs being charged to
profit that would ordinarily be charged to inventory.
Inventories: Inventories increased by $15m from June 2012 to
$89m, due to seasonal leaf purchases and production of finished
goods ahead of higher 2H FY13 sales.
Cash and net debt: The Group ended 1H FY 13 with gross cash of
$45.8m (1H FY12 $27.1m) and net debt of $66.3m (1H FY12 $70.7m).
Cash balances were boosted by the $31m share placement completed in
August 2012. At 31 December 2012 the Group had $70m of cash and
facility headroom (31 December 2011: $60m) and is adequately funded
to meet its current plans.
Gross assets: The Group's gross assets at 31 December 2012 were
$274.6m an increase of $41m over 30 June 2012, represented by the
$31m placement proceeds and $15m increase in inventories.
Balance sheet: the Group's balance sheet reflects fully invested
production capacity that can support volumes equivalent to more
than $250m sales.
BUSINESS DEVELOPMENTS
Market usage: Global F&B usage of PureCircle's high purity
stevia solutions continues to grow strongly in all regions and in
more categories. By region the EU has seen the highest number of
new launches in its first full year since regulatory clearance in
December 2011. By category beverages continues to have highest
usage with Carbonated Soft Drinks including global Cola and lemon
flavored brands, Iced Teas, Juices and Flavored Waters all
growing.
Regulatory: Important regulatory clearances since 30 June 2012
have included Indonesia (August 2012), and Canada (November 2012).
Further clearances are expected in CY13.
Customer base: The Group continues to secure new customers and
now has almost 200 more customers than at end 1H FY12, with our EU
joint ventures and the Americas each contributing strongly to this
growth.
Innovation: The breadth and scale of our innovation pipeline is
beginning to become apparent in the market within our successful
Stevia 3.0 strategy. Sales volumes of proprietary new products
launched within the last 24 months increased well in excess of
100%. In March 2013 we announced plans to commercialize high purity
Reb D, the natural sweetener having one of the best sweetness
profiles which is expected to come to the market in FY14. We have a
rich pipeline of future innovations to come
Marketing and Application: Our core marketing and service
platforms including Global Stevia Institute, the Stevia by
PureCircle Trustmark, PureCircle University and PureCircle Insights
Group are being used actively by clients to support their stevia
launches and planning. Our service and application support for
customers has been boosted by the opening of our UK office and
application laboratory.
Supply Chain: After the slow-down of production in FY12 our
supply chain has picked up pace and production volumes increased in
1H FY13 with further increases expected in 2H FY13. During 1H FY13
we have also expanded leaf supply and strengthened supply chain
management with the appointment of Randy Cook as VP Supply
Chain.
Outlook:
With the continued opening of new markets, growth in usage
across all regions and Food and Beverage categories, including
major CSD brands, we are confident of the long term future of high
purity stevia solutions. There is a clear global drive by the
F&B industry to reduce the caloric content of their products
and PureCircle with its natural and healthy ingredient solutions is
playing an important role helping its clients to achieve their
goals.
Our strategy is to have a fully integrated supply chain, to
address market needs with new proprietary natural sweeteners and
flavors, to invest in applications and formulations and global
marketing and customer service capabilities. The success of our
expanded product portfolio and customer acquisition drive supports
our confidence in that strategy and in PureCircle's likely leading
role in the emerging market of healthy and good for you ingredient
solutions.
Our business model is sensitive to sales volumes. Whilst sales
remain modest relative to our supply chain capacity, our margins
too will remain below those of our long term business model.
We have been consistent in our guidance that it would be mid to
long term before PureCircle saw rapid sales growth which we expect
to result from the combination of major CSD usage, the unwinding of
Beverage Global Key Account (BGKA) inventories and further
regulatory clearances. 1H FY 13 sales volumes are perhaps the first
indication of that growth emerging.
Looking at H2 FY13 we expect to show stronger revenues than 1H
FY13, but expect these revenues to continue to be impacted by some
BGKA inventory overhang. Accordingly our sales guidance for H2 FY13
is in the range of $35m to $45m.
Commenting on the 1H FY13 trading, the Group CEO Magomet
Malsagov said: Our strategy of having a fully controlled,
vertically integrated supply chain from leaf to finished products,
of successfully developing and introducing to the market new
proprietary natural sweeteners and flavors, of investing in
applications and formulations as well as in global marketing and
customer service capabilities, is beginning to yield results as can
be seen by our performance in the first half of this fiscal year.
New long term supply and joint development agreements with major
global food and beverage (F&B) companies have been signed
adding to our already strong portfolio of Global Key Accounts.
Across the world, large F&B brands began to adopt our
ingredients, most notably carbonated soft drinks (CSD's) including
the important Cola and lemon flavored brands. We generate revenues
from a wide range of natural sweeteners and flavors and we service
globally hundreds of customers directly and through our business
partners.
Our production capacity and customer service infrastructure are
designed to deliver even greater volumes and revenues. As we
continue to build on recent momentum, our guidance for sustained
higher levels of market demand remains mid to long-term based.
Enquiries:
PureCircle Limited (www.purecircle.com)
Magomet Malsagov, CEO +603 2166 2066
William Mitchell, CFO +44 7974 005 163
RFC Ambrian Ltd (NOMAD) +61 8 9480 2500
Stephen Allen
NOTES TO EDITORS
PureCircle is the global leader in the production of high purity
Stevia sweeteners and natural flavors. PureCircle is leading the
industry with the development of a sustainable, vertically
integrated supply chain operating in four continents. Across these
regions, PureCircle sources dry stevia leaves, undertakes
extraction processes and refines the extract into sweeteners which
it markets as a mainstream ingredient to Food and Beverage
manufacturers worldwide. PureCircle provides a sustainable cash
crop for rural farming communities in each region and works closely
with these communities to maximize the social, economic, and
environmental benefits of its operations. PureCircle's investment
in research and development has given it a leadership position in
the Stevia industry and its scientists are globally recognized
experts in their field. PureCircle has pioneered the industry trust
mark "Stevia PureCircle" that educates consumers about the benefits
of Stevia and provides a strong base of trust for both consumers
and Food & Beverage companies alike. PureCircle also funds the
Global Stevia Institute (globalsteviainstitute.com) which provides
a global platform for stevia education and outreach, led by
internationally recognized health professionals. PureCircle's
corporate offices are located in Chicago, USA; Asuncion, Paraguay;
Kuala Lumpur, Malaysia; Ganzhou, China; Shanghai, China and
Kericho, Kenya. PureCircle is listed on the London Stock Exchange
AiM market under the ticker symbol: PURE. For more information on
PureCircle visit: www.purecircle.com.
Condensed consolidated statement of comprehensive income
for the period ended 31 December 2012
Unaudited
Notes Six months ended
31 December 31 December
2012 2011
USD '000 USD '000
Continuing operations
Revenue 27,420 15,228
Loss on biological assets (389) (58)
Cost of sales (21,836) (13,474)
Gross profit 5,195 1,696
Other income 4 - 763
Other expenses 5 - (5,702)
Administrative expenses (9,820) (7,219)
Foreign exchange gain/(loss) 1,270 (1,474)
Finance income 221 202
Finance costs (4,127) (3,907)
Loss before taxation (7,261) (15,641)
Income tax credit 13 357 2,559
Loss for the period (6,904) (13,082)
Other comprehensive income (net
of tax):
Exchange difference arising on
translation of foreign
Operations 1,179 622
Total comprehensive loss for the
period (net of tax) (5,725) (12,460)
======================================= ====== ============ ======================
Loss for the financial period
attributable to:
Owners of the company (6,917) (13,066)
Non-controlling interest 13 (16)
(6,904) (13,082)
======================================= ====== ============ ======================
Total comprehensive loss attributable
to:
Owners of the company (5,742) (12,462)
Non-controlling interest 17 2
(5,725) (12,460)
======================================= ====== ============ ======================
Earnings per share (US cents)
Basic 15 (4.26) (8.47)
Diluted 15 NA NA
======================================= ====== ============ ======================
Note: NA denotes Not Applicable.
Condensed consolidated statement of financial position
As at 31 December 2012
Unaudited Audited
31 December 30 June
Notes 2012 2012
USD '000 USD '000
Assets
Non-current assets
Property, plant and equipment 9 67,520 66,586
Intangible assets 9 30,031 26,812
Biological assets 11 5,381 6,047
Prepaid land lease payments 3,075 3,102
Deferred tax assets 6,543 6,209
112,550 108,756
====================================== ====== ============ =========
Current assets
Inventories 10 88,873 73,656
Trade receivables 22,767 21,827
Other receivables, deposits and
prepayments 4,566 4,778
Tax recoverable 37 44
Cash and bank balances 45,794 24,288
162,037 124,593
====================================== ====== ============ =========
Total assets 274,587 233,349
====================================== ====== ============ =========
Equity and liabilities
Equity
Share capital 14 16,455 15,449
Share premium 14 162,763 132,330
Foreign exchange translation
reserve 3,043 1,868
Share option reserve 682 204
Accumulated losses (37,944) (31,027)
Equity attributable to owners
of the company 144,999 118,824
Non-controlling interest 664 652
Total equity 145,663 119,476
====================================== ====== ============ =========
Non-current liabilities
Deferred tax liabilities 524 594
Long-term borrowings 12 90,017 84,026
Deferred income 512 548
91,053 85,168
====================================== ====== ============ =========
Current liabilities
Trade payables 9,607 3625
Other payables and accruals 5,134 5,932
Amount due to joint venture partners 1,035 789
Income tax liabilities 7 34
Short-term borrowings 12 22,088 18,325
37,871 28,705
====================================== ====== ============ =========
Total liabilities 128,924 113,873
Total equity and liabilities 274,587 233,349
====================================== ====== ============ =========
Net assets per share (USD) 0.88 0.77
Condensed consolidated statement of changes in equity
as at 31 December 2012
Attributable to owners of the Company
---------------------------------------------------------------------------------------------
Foreign
exchange Share Non-
Share Share translation option Accumulated controlling Total
capital premium reserve reserve losses Sub-total interest equity
--------------- --------------- --------------- --------------- ------------ ----------- ------------- --------
USD USD USD USD USD '000 USD'000 USD USD
'000 '000 '000 '000 '000 '000
Balance at 1
July
2012 15,449 132,330 1,868 204 (31,027) 118,824 652 119,476
Loss for the
period - - - - (6,917) (6,917) 13 (6,904)
Other
comprehensive
income:
Exchange
difference
arising on
translation of
foreign
operations - - 1,175 - - 1,175 4 1,179
- - 1,175 - (6,917) (5,742) 17 (5,725)
--------------- --------------- --------------- --------------- ------------ ----------- ------------- --------
Total
comprehensive
loss for
the period - -
(net
of tax)
--------------- --------------- --------------- --------------- ------------ ----------- ------------- --------
15,449 132,330 3,043 204 (37,944) 113,082 669 113,751
Share option
scheme
compensation
expense granted
during
the period - - - 550 - 550 - 550
Exercise of
share
options 6 111 - (72) - 45 - 45
Private
placement 1,000 30,322 - - - 31,322 - 31,322
Dilution of
non-controlling
interest - - - - - - (5) (5)
Balance at 31
December
2012 16,455 162,763 3,043 682 (37,944) 144,999 664 145,663
--------------- --------------- --------------- --------------- ------------ ----------- ------------- --------
Condensed Consolidated Statement of Changes in Equity
as at 31 December 2011
Attributable to owners of the Company
------------------------------------------------------------------------------------------------
Foreign
exchange Share Non-
Share Share translation option Retained controlling Total
Capital premium reserve reserve earnings Sub-total interest equity
--------------- --------------- --------------- --------------- --------------- ----------- --------------- ---------
USD USD USD USD USD USD'000 USD USD
'000 '000 '000 '000 '000 '000 '000
Balance at 1
July
2011 15,406 131,620 1,584 1,552 (7,772) 142,390 668 143,058
Loss for the
period - - - - (13,066) (13,066) (16) (13,082)
Other
comprehensive
income:
Exchange
difference
arising on
translation of
foreign
operations - - 604 - - 604 18 622
Total
comprehensive
loss for
the period
(net
of tax) - - 604 - (13,066) (12,462) 2 (12,460)
--------------- --------------- --------------- --------------- --------------- ----------- --------------- ---------
Share option
scheme
compensation
expense
granted
during
the period - - - 248 - 248 - 248
Exercise of
share
options 40 655 - (695) - - - -
Balance at 31
December
2011 15,446 132,275 2,188 1,105 (20,838) 130,176 670 130,846
--------------- --------------- --------------- --------------- --------------- ----------- --------------- ---------
Condensed consolidated cash flow statement for the period ended
31 December 2012
Unaudited 6 months ended
31 December 31 December
2012 2011
USD'000 USD'000
CASH FLOWS FOR OPERATING ACTIVITIES
Loss before taxation (7,261) (15,641)
Adjustments for:-
Amortisation of deferred income (36) (39)
Amortisation of prepaid land lease
payments 75 67
Depreciation of property, plant
and equipment 2,761 1,583
Interest expense 4,127 3,907
Interest income (221) (202)
Share based payments 550 248
Plant and equipment written down - 17
Amortisation of intangible assets 205 -
Inventories written off 75 109
Change in biological asset 389 58
Unrealised exchange gain 1,287 (1,657)
Operating cash flow before working
capital changes 1,951 (11,550)
-------------------------------------- ------------- ------------
(Increase)/decrease in inventories (13,444) 8,599
(Increase)/decrease in trade and
other receivables (1,596) 4,017
Increase in trade and other payables 5,248 1,478
Increase in biological assets - (996)
NET CASH (FOR)/FROM OPERATIONS (7,841) 1,548
-------------------------------------- ------------- ------------
Interest received 221 202
Interest paid (4,127) (3,907)
Tax paid (67) (26)
NET CASH FOR OPERATING ACTIVITIES (11,814) (2,183)
-------------------------------------- ------------- ------------
CASH FLOWS FOR INVESTING ACTIVITIES
Addition of intangible assets (2,552) (694)
Addition of property, plant and
equipment (2,306) (782)
Proceeds from disposal of property,
plant and equipment 10 200
NET CASH FOR INVESTING ACTIVITIES (4,848) (1,276)
BALANCE CARRIED FORWARD (16,662) (3,459)
-------------------------------------- ------------- ------------
Condensed consolidated cash flow statement for the period ended
31 December 2012 (continued)
Unaudited 6 months ended
31 December 31 December
2012 2012
USD'000 USD'000
BALANCE BROUGHT FORWARD (16,662) (3,459)
CASH FLOWS FOR FINANCING ACTIVITIES
Private placement 31,322 -
Drawdown of borrowings 16,085 6,457
Repayment of borrowings (10,141) (18,097)
Net repayment of hire purchase (21) (24)
NET CASH FROM/(FOR) FINANCING
ACTIVITIES 37,245 (11,664)
------------------------------------- --------------- ------------
Effects of foreign exchange rate
changes on
cash and cash equivalents 970 (930)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF THE PERIOD 23,171 41,813
CASH AND CASH EQUIVALENTS AT END
OF THE
FINANCIAL PERIOD 44,724 25,760
------------------------------------- --------------- ------------
GROSS CASH 45,794 27,084
LESS: RESTRICTED CASH (1,070) (1,324)
--------------------------- -------- --------
CASH AND CASH EQUIVALENTS 44,724 25,760
--------------------------- -------- --------
Notes to interim financial statements
1. General information
The Company was incorporated and registered as a private limited
company in Bermuda, under the Companies (Bermuda) Law 1991 (as
amended). The Company has its primary listing on the Alternative
Investment Market (AiM) operated by the London Stock Exchange,
plc.
The Company is engaged principally in the business of investment
holding whilst the principal activities of the rest of the Group
are the production, marketing and distribution of natural
sweeteners and flavors.
The unaudited condensed consolidated interim financial
statements have been authorised for issue by the Board of Directors
on 13 March 2013.
2. Basis of preparation
The condensed consolidated interim financial statements for the
six months ended 31 December 2012 have been prepared in accordance
with IAS 34, "Interim financial reporting". The condensed
consolidated interim financial statements should be read in
conjunction with the Group's annual financial statements for the
year ended 30 June 2012, which have been prepared in accordance
with IFRSs.
3. Accounting policies
The following standards and amendments to standards are
mandatory for the financial year beginning 1 July 2012:
-- Amendment to IAS 12, Deferred tax: recovery of underlying
assets (effective 1 January 2012)
-- Amendment to IAS 1, Presentation of items of other
comprehensive income (effective 1 July 2012)
The adoption of the revisions and amendments to standards above
did not have a material impact on the condensed consolidated
interim financial statements for the six months ended 31 December
2011.
4. Other income
In H1 FY 12 other income represents a partial write back of a
prior year provision and receipt of government development grants.
There were no other income in H1 FY 13.
5. Other expenses
There were no other expenses in H1 FY 13. In H1 FY 12 other
expenses of USD5.7mil represent production cost and attributable
overheads that would ordinarily have been charged to inventory, but
due to the temporary slowing down of Reb A production were charged
to profit and loss account.
6. Principal risks and uncertainties
The Group set out in its 2012 Annual Report and Financial
Statements the principal risks and uncertainties that could impact
its performance; these remain unchanged since the Annual Report was
published. The Group operates a structured risk management process,
which identifies and evaluates risks and uncertainties and reviews
mitigation activity.
7. Seasonality
At 31 December 2012 the Group had gross cash of USD45.8m (31
December 2011: USD27.1m) and net debt of USD66.3m (31 December
2011: USD 70.7m). Net debt is defined as short-term and long-term
borrowings less cash and bank balances. The Group's sales are
seasonally weighted towards the H2 of each year and net debt is
expected to reduce over time as sales increase and then convert to
cash. At 31 December 2012, the Group had more than USD70m cash and
banking facilities headroom. The Directors believe the banking
facilities to be sufficient for projected funding requirements.
8. Segmental information
Management determines the Group's operating segments based on
the criteria used by the Chief Operating Decision Maker who has
been identified as the Chief Executive Officer (CEO) for making
strategic decisions. Management considers the Group to be a single
operating segment whose activities are the production, marketing
and distribution of natural sweeteners and flavors.
From a geographical perspective, the Group is a multinational
with operations located on all continents, but managed as one
unified global organization. The Group's markets and its supply
chain are based in the Americas, EMEA (Europe, Middle East and
Africa) and Asia Pacific.
31 December 2012 31 December 2011
2011
Total Total
USD'000 USD'000
Trading
Revenue 27,420 15,228
Loss on biological assets (389) (58)
Cost of sales (21,836) (13,474)
Gross margin 5,195 1,696
=================================================================== ================= =================
Other income and expenses 1,270 (6,413)
Selling and administrative expenses (9,820) (7,219)
Operating loss (3,355) (11,936)
=================================================================== ================= =================
EBITDA (1,456) (8,851)
Adjusted EBITDA (517) (8,545)
Reconciliation of Adjusted EBITDA to loss for the financial year:
Adjusted EBITDA (517) (8,545)
Share based payments (550) (248)
Loss on biological assets (389) (58)
EBITDA (1,456) (8,851)
Net finance costs (3,906) (3,705)
Taxation 357 2,559
Depreciation and amortisation (2,962) (1,611)
Unrealised foreign exchange 1,063 (1,474)
Loss for the financial period (6,904) (13,082)
=================================================================== ================= =================
8. Segmental information (Cont'd)
Cash Flow 31 December 31 December
2012 2011
USD'000 USD'000
Operating cash flow before working
capital changes 1,951 (11,550)
(Increase)/decrease in inventories (13,444) 8,599
(Increase)/decrease in receivables (1,596) 4,017
Increase in payables 5,248 1,478
Net cash (for)/from operations (7,841) 1,548
Net cash from/(for) financing activities 37,245 (11,664)
Gross cash at end of the financial
period 45,794 27,084
Statement of financial position
Property, plant and equipment 67,520 68,180
Inventories 88,873 87,375
Third party trade receivables 16,157 6,967
Trade receivables from jointly
controlled entities 6,610 4,312
Total assets excluding cash and
bank balances 228,793 211,009
Cash and bank balances 45,794 27,084
Borrowings (112,105) (102,351)
Net debt (66,182) (70,677)
Geographical information
EMEA and
Americas Asia Pacific Elimination Total
USD'000 USD'000 USD'000 USD'000
31 December 2012
Sales 17,772 9,772 (124) 27,420
Loss for the financial
period (3,717) (455) (2,745) (6,917)
Capital employed 165,882 82,574 (103,457) 144,999
Non-current assets 13,880 91,350 777 106,007
31 December 2011
Sales 9,888 32,493 (27,153) 15,228
Loss for the financial
period (2,459) (10,641) 18 (13,082)
Capital employed 140,849 58,817 (69,490) 130,176
Non-current assets 11,910 89,158 983 102,051
The primary performance indicators used by the Group are
revenues, gross margin, adjusted EBITDA, net cash from operations,
gross cash, gross borrowings and net debt.
Gross margin is calculated as the gross profit reported on the
face of the profit and loss account, adjusted for the effect of the
economic hedges against the Group's production operations. EBITDA
is calculated as net profit for the year reported on the face of
the profit and loss account, adjusted for interest, taxation,
depreciation and amortization and foreign exchange hedging.
Adjusted EBITDA is calculated as EBITDA adjusted for the non
cash items of share based payments and gain/ (loss) on biological
assets.
The entity is domiciled in Bermuda. The entity's non-current
assets are located in countries other than Bermuda. There is no
revenue from Bermuda.
9. Property, plant and equipment and intangible assets
During the period, the Group invested USD2.3 million in
property, plant and equipment.
The addition to intangible assets is in respect of
capitalisation of project developments during the period, net of
amortisation for projects now launched successfully.
10. Inventories
31 December 30 June
2012 2012
USD '000 USD '000
Raw materials 14,345 12,946
Work-in-progress 9,228 10,863
Finished goods 65,300 49,847
88,873 73,656
================== ============ ==========
11. Biological assets
31 December 30 June
2012 2012
Non-current USD '000 USD '000
At 1 July 6,047 5,229
Expenditure incurred - 1,666
(Loss)/gain in biological asset (389) 1
Transfer to agricultural products with
farmers (618) (655)
Foreign exchange translation differences 341 (194)
5,381 6,047
========================================== ============ ==========
12. Borrowings
31 December 30 June
2012 2012
USD '000 USD '000
Current
* Hire purchase 40 40
* Bank Overdraft - 176
* Term loans 22,048 18,109
22,088 18,325
======================= ============ ==========
Non-Current
* Hire purchase 89 105
* Term loans 89,928 83,921
90,017 84,026
======================= ============ ==========
Total borrowings 112,105 102,351
======================= ============ ==========
During the period, the Group repaid bank loan amounting to
USD10.01 million, in line with previously disclosed repayment
terms. The Group then drew down a bank loan amounting to
USD16.1million at an interest rate of 7.89% per annum. The proceeds
were used to meet working capital. The stronger Ringgit Malaysia
against United States Dollar during the period resulted in higher
carrying amount of borrowings amounting to USD3.8 million.
13. Income taxes
Income tax expense is recognised based on management's best
estimate of the weighted average annual income tax rate expected
for the full financial year. The Group has no estimated assessable
profit.
The Company was granted a tax assurance certificate dated 18
August 2007 under the Exempted Undertakings Tax Protection Act 1966
pursuant to which it is exempted from any Bermuda taxes (other than
local property taxes) until 28 March 2016. Subsequent to the six
months period ended 31 December 2011, a tax assurance certificate
dated 1(st) February 2012 was received that the Company tax
exemption was extended to 31(st) March 2035 following the enactment
of the Exempted Undertakings Tax Protection Amendment Act 2011.
A subsidiary of the Group, PureCircle Sdn Bhd (PCSB), has been
granted the Bio-Nexus Status by the Malaysian Biotechnology
Corporation Sdn Bhd in which PCSB is entitled to a 100% income tax
exemption for a period of 10 years on its first statutory income
commencing in 2009. Upon the expiry of the 10-year incentive
period, PCSB will be entitled to a concessionary tax rate of 20% on
income derived from qualifying activities for a further period of
10 years.
Another subsidiary of the Group, PureCircle (Jiangxi) Co. Ltd.
(PCJX), has also been granted a 100% exemption on corporate tax
from 1 January to 31 December 2008 and 50% exemption on corporate
tax from 1 January 2009 to 31 December 2011. Beginning 1 January
2012, PCJX will be taxed at the normal rate of 25%.
14. Share capital and share premium
Number Ordinary Share
of shares shares premium Total
'000 USD '000 USD '000 USD '000
Balance at 1 July 2012 154,492 15,449 132,330 147,779
Exercise of share options 55 6 111 117
Private Placement 10,000 1,000 30,322 31,322
Balance at 31 December
2012 164,547 16,455 162,763 179,218
=========================== =========== ========= ========= =========
Balance at 1 July 2011 154,062 15,406 131,620 147,026
Exercise of share options 399 40 655 695
Balance at 31 December
2011 154,461 15,446 132,275 147,721
=========================== =========== ========= ========= =========
On 9 August 2012, the Company completed a private placement of
10 million new ordinary shares at GBP2.00 per share to Wang Tak
Company Limited. The Placement raised USD31 million in new equity.
At completion, Wang Tak Company Limited owns 19,276,150 shares
representing 11.7% of the issued share capital.
In accordance with the Company's Long Term Incentive Plan (LTIP)
implemented for the employees, options exercised during the period
to 31 December 2012 resulted in 54,555 shares being issued (31
December 2010: 398,948). In accordance with the terms and
conditions of the LTIP, options were exercised at a consideration
of USD71,883.
15. Earnings per share
The basic earnings per share is calculated by dividing the loss
attributable to owners of the Company by the weighted average
number of ordinary shares in issue during the period.
6 months ended
31 December 31 December
2012 2011
Loss attributable to equity holders of
the Company (USD'000) (6,917) (13,066)
Weighted average number of ordinary shares
in issue ('000) 162,511 154,179
Basic loss per share (US Cents) (4.26) (8.47)
Diluted earnings per share is not applicable as the potential
ordinary shares under the Company's Long Term Incentive Plan would
have an anti dilutive effect.
16. Dividends
No dividends were declared or paid by the Company during the
interim period.
17. Contingent liabilities and capital commitments
At the end of the period, there are no material contingent
liabilities which, upon becoming enforceable, may have a material
impact on the financial position of the Group.
Capital commitments amounting to approximately USD 1,013,000 is
approved and contracted for, these are incurred for the purchase of
land and upgrading of plant and machinery in Malaysia and
China.
18. Events after the end of the reporting period
There were no events that had a material impact to the condensed
consolidated interim financial statements after the end of the
reporting period.
19. Significant related party transactions
(a) Identities of related parties:
The Group and / or the Company have related party relationships
with:
(i) its subsidiaries and joint ventures;
(ii) the directors who are the key management personnel; and
(iii) companies in which certain directors are common directors
and / or substantial shareholders.
The following transactions were carried out by the Group during
the period:
19. Significant related party transactions (Cont'd)
(b) Related parties
(i) Related Parties
31 December 31 December
2012 2011
USD'000 USD'000
Gross sales of goods to jointly
controlled entities 436 408
Proportionate accounting (218) (204)
---------------- ----------------
Net sales of goods to jointly
controlled entities recognised 218 204
================ ================
(ii) Key Management Personnel
Key management includes executive and non-executive directors.
The compensation paid or payable to key management for employee
services is shown as below:
31 December 31 December
2012 2011
USD'000 USD'000
Paul Selway-Swift 44 43
Magomet Malsagov 122 70
John Robert Slosar 22 17
Olivier Phillipe
Marie Maes 23 19
Peter Lai Hock Meng 27 19
Sunny Verghese - -
William Mitchell 151 141
389 309
31 December 31 December
2012 2011
USD'000 USD'000
Remuneration 389 309
Professional services rendered - 11
389 320
-------------- ------------
19. Significant related party transactions (Cont'd)
(b) Related parties (Cont'd)
(ii) Key Management Personnel (Cont'd)
The interests of the Directors as at 31 December 2012 were as
follows:-
Number of Ordinary Shares Of USD0.10 Each
At At
The Company 1 July Bought Sold 31 December
2012 2012
Direct Interests
Paul Selway-Swift 308,171 104,000 - 412,171
Magomet Malsagov 15,055,612 - - 15,055,612
John Robert Slosar 1,442,052 10,850 - 1,452,902
Olivier Phillipe
Marie Maes 377,010 27,200 - 404,210
Peter Lai Hock
Meng 145,050 23,550 - 168,600
Sunny Verghese - - - -
William Mitchell 757,000 - - 757,000
Number of Option Over Ordinary Shares Of
USD0.10 Each
At At
The Company 1 July Award Exercise 31 December
2012 2012
Direct Interests
Paul Selway-Swift - - - -
Magomet Malsagov 456,000 126,000 - 582,000
John Robert Slosar 10,850 9,400 10,850 9,400
Olivier Phillipe
Marie Maes 12,200 - 12,200 -
Peter Lai Hock
Meng 13,550 11,700 13,550 11,700
Sunny Verghese - - - -
William Mitchell 281,000 156,000 - 437,000
iii) Balances with related parties
31 December 31 December
2012 2011
USD'000 USD'000
Amount due from jointly controlled
entities 13,220 8,790
Proportionate accounting (6,610) (4,395)
------------- ------------
6,610 4,395
------------- ------------
Amount due to joint venture partners (1,035) (563)
------------- ------------
20. Changes in Composition of the Group
There were no changes in the composition of the Group during the
period under review.
Independent review report to PureCircle Limited
PureCircle Limited
(Incorporated in Bermuda)
Registration No.: 40431
Introduction
We have been engaged by the Company to review the condensed
consolidated interim financial statements for the six months ended
31 December 2012 set out on pages 4 to 19, which comprise the
consolidated statement of comprehensive income, consolidated
statement of financial position, consolidated statement of changes
in equity, consolidated statement of cash flows and related
notes..
Directors' responsibilities
The condensed consolidated interim financial statements are the
responsibility of, and have been approved by, the directors of
PureCircle Limited. The directors are responsible for preparing the
condensed consolidated interim financial statements in accordance
with the AIM Rules for Companies which require that the financial
information must be presented and prepared in a form consistent
with that which will be adopted in the Company's annual financial
statements.
As disclosed in Note 2, the annual financial statements of the
group are prepared in accordance with International Financial
Reporting Standards. The condensed consolidated interim financial
statements have been prepared in accordance with International
Accounting Standard 34, "Interim Financial Reporting" ("IAS
34").
The maintenance and integrity of the PureCircle Limited website
is the responsibility of the directors; the work carried out by the
auditors does not involve consideration of these matters and,
accordingly, the auditors accept no responsibility for any changes
that may have occurred to the condensed consolidated interim
financial statements since they were initially presented on the
website.
Our responsibility
Our responsibility is to express to the Company a conclusion on
the condensed consolidated interim financial statements based on
our review. This report, including the conclusion, has been
prepared for and only for the Company for the purpose of preparing
the condensed consolidated interim financial statements under IAS
34 and for no other purpose. We do not, in producing this report,
accept or assume responsibility for any other purpose or to any
other person to whom this report is shown or into whose hands it
may come save where expressly agreed by our prior consent in
writing
PureCircle Limited
(Incorporated in Bermuda)
Registration No.: 40431
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 interim financial information consists of making
enquiries, 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 condensed consolidated interim
financial statements for the six months ended on 31 December 2012
are not prepared, in all material respects, in accordance with IAS
34.
PricewaterhouseCoopers
(No. AF: 1146)
Chartered Accountants
Kuala Lumpur
Malaysia
12 March 2013
Corporate information
BOARD OF DIRECTORS
Non-executive Chairman
Paul Selway-Swift
Executive Directors
Magomet Malsagov, Chief Executive
William Mitchell, Chief Financial Officer
Non-executive Directors
Peter Lai Hock Meng
Olivier Maes
John Slosar
Sunny Verghese
Audit Committee
Peter Lai Hock Meng (Chairman)
Olivier Maes
John Slosar
Remuneration Committee
Olivier Maes (Chairman)
Paul Selway-Swift
John Slosar
CORPORATE BROKERS
Westhouse Securities Limited
12(th) Floor, 1 Angel Court
London EC2R 7HJ
United Kingdom
Mirabaud Securities Limited
33 Grosvenor Place
London SW1X 7HY
United Kingdom
Liberum Capital Limited
Ropemaker Place, Level 12
25 Ropemaker Street
London EC2Y 9LY
AUDITORS
PricewaterhouseCoopers
Chartered Accountants
Level 10, 1 Sentral
Jalan Travers, Kuala Lumpur Sentral
PO Box 10192
50706 Kuala Lumpur
Malaysia
Nomination Committee
Paul Selway-Swift (Chairman)
Magomet Malsagov
Olivier Maes
NOMINATED ADVISER
RFC Corporate Finance Limited
Level 14, 19-31 Pitt Street
Sydney NSW 2000
Australia
Level 15, QV1 Building
250 St George's Terrace
Perth WA 6000
Australia
Shareholder Information
INTERNET
Investors and corporate stakeholders www.purecircle.com
Consumers
www.steviapurecircle.com
Health professionals, customers, policy makers, consumers
www.globalsteviainstitute.com
REGISTERED OFFICE
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
PRINCIPAL OFFICE & CORRESPONDENCE ADDRESS
PT23419, Lengkuk Teknologi
Techpark @ ENSTEK
71760 Bandar Enstek
Negeri Sembilan, Malaysia
T +606 7987 300
F +606 7913 333
E info@purecircle.com
INVESTOR RELATIONS
Request for further copies of the annual report or other
investor relation matters should be addressed to PureCircle
office
SHARE REGISTRAR
In Jersey (Shares)
Computershare Investor Services
(Channel Islands) Limited
PO Box 83, Ordnance House
31 Pier Road, St Helier
Jersey JE4 8PW, Channel Islands
In the UK (Depositary Interests)
Computershare Investor Services plc
The Pavilions, Bridgwater Road
Bristol BS13 8AE, United Kingdom
ANNUAL GENERAL MEETING
The Annual General Meeting (AGM) will be announced following
publication of the Group's results for financial year 2013.
2013 financial year and corporate calendar
Half year end 31 December 2012
Year end 30 June 2013
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR SFDSMDFDSEID
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