TIDMNCCL
RNS Number : 2371B
Ncondezi Energy Limited
30 September 2022
News Release
Interim Results for the six months ended 30 June 2022
30 September 2022: Ncondezi Energy Limited ("Ncondezi", the
"Company" or the "Group") (AIM: NCCL) announces its interim results
for the six months ended 30 June 2022.
Operational Highlights:
Ncondezi Power Project
-- China Machinery Engineering Corporation ("CMEC") confirms
ongoing commitment to the Project and continues to lead on the
process to unlock Project financing
-- Tariff negotiations awaiting further clarity on Project
financing from Chinese Government following announced policy not to
fund new coal power projects abroad
Grid Scale Solar Project
-- Internal review and preliminary studies identify potential
for a grid scale solar plus battery storage power project at the
Ncondezi Project site (the "Solar Project") without compromising
delivery of the main Ncondezi Project
Financial and Corporate Highlights:
-- Seritza Limited ("Seritza") confirmed it would extend the
period in which it would not call in the working capital facility
term loan ("Working Capital Facility") to 8 July 2022, whilst
restructuring discussions were still being finalised (the "Seritza
Restructuring"). As set out below, the Seritza Restructuring was
finalised, subject to shareholder approval, post period end
-- Cash conservation strategy implemented
-- Cash at bank of US$0.4 million as at 30 June 2022. US$0.2
million as at 26 September 2022
Post period end events:
Grid Scale Solar Project
-- Ncondezi Green Power ("NGP") launches FS for up to 300MW
solar PV power plant plus BESS ("Study") with target completion end
October 2022
-- Positive initial results from the Solar Project Study,
confirm the project's excellent location for solar generation with
no red flags identified
-- Estimated pre-money NPV of between US$60.0 million and
US$65.0 million and fully diluted cash flows of between US$130.0
million and US$180.0 million over a 25 year period for a 300MW
plant
Working Capital
-- Restructuring of Working Capital Facility to a convertible loan note ("Convertible Loan") ("Restructuring") finalised, subject to shareholder approval of the issue of shares under the Convertible Loan to be sought at the annual general meeting
-- Convertible Loan increased by an additional GBP100,000 made
available by certain Directors of the Company, to accelerate
development of the Solar Project ("First Tranche")
-- An additional tranche of GBP150,000 may be made available to
the Company at the Convertible Loan lender's discretion in the six
months following the restructuring ("Second Tranche")
-- Current cash position provides a working capital runway to
the end of October 2022. The Company needs, and intends to secure,
additional funding during October 2022, with the Second Tranche
being one short term option. Further announcements will be made in
relation to funding as required
Shareholder Loan
-- Certain Directors have entered into a binding Undertaking
(the "Undertaking") preventing the Shareholder Loan being called
before the later of 30 November 2023 ("Undertaking Period")
Financial highlights:
6 months 6 months
to to
30 June 2022 30 June
US$'000 2021
US$'000
----------------------------------- ------------------------- --------------------
Loss for the period (743) (540)
Loss per share - cents (0.2) (0.1)
Cash at bank 436 374
Enquiries
For further information please visit www.ncondezienergy.com or
contact:
Ncondezi Energy Hanno Pengilly +27 (0) 71 362 3566
Liberum Capital Limited Scott Mathieson, Edward Thomas, +44 (0) 20 3100
NOMAD & Joint Broker Kane Collings 2000
Novum Securities
Limited +44 (0) 20 7399
Joint Broker Colin Rowbury 9427
Pimlico Advisory
Ltd +44 (0) 777 56 55
Investor Relations Elizabeth Johnson 927
About Ncondezi Energy
Ncondezi is an African power development company focused on the
development of renewable and baseload energy solutions at its
concession located in the Tete Province, northern Mozambique.
The Company is focused on providing reliable and affordable
energy to Mozambique to meet growing energy demands. Our projects
support Mozambique's energy strategy of universal electricity
access by 2030. According to the World Bank, only 30% of the
Mozambican population had access to energy in 2017. Our projects
would provide reliable and available power helping to close the
infrastructure gap of the region and serving as a catalyst for
economic development.
Chairman's Statement
Dear Shareholder,
The first half of 2022 has seen limited progress at the
Company's Ncondezi Project, driven by a lack of clarity from the
sector's largest financier, China, on financing advanced stage coal
projects abroad. However, during this period the Company has taken
proactive steps to identify other potential opportunities to unlock
shareholder value through its wholly owned green energy subsidiary,
NGP.
In July, the Company formally announced its intention to launch
the Study for up to 300MW solar PV plus BESS following positive
pre-feasibility study results and support from the Mozambique
authorities. The Board believes the Solar Project represents a
significant opportunity to crystalise additional value for
shareholders, with initial estimated pre-money NPV of between
US$60.0 million and US$65.0 million , and fully diluted cash flows
of between US$130.0 million and US$180.0 million over a 25 year
period for a 300MW plant. The Study will further refine these
figures, taking into account final transmission solution and
scaling strategy.
Initial results from the Study have confirmed that the target
project location within the Company's existing mining concession in
Tete, Mozambique, has excellent solar generation resources with no
immediate red flags identified. The Study is expected to be
completed at the end of October 2022, targeting a market leading
power tariff offering for the region. We believe that should it
proceed, the Solar Project would be one of the largest solar PV
projects undertaken in Mozambique to date and expect the project to
be uniquely positioned in the market, able to scale quickly and
take advantage of economies of scale. In addition, we expect the
Solar Project to deliver a low cost accelerated development
programme to financial close, achievable through leveraging
existing advanced stage development work from the Company's
Ncondezi Project. Planning for success, there is a clear roadmap
for delivery of power onto the Mozambican Grid in 2024 which is
exciting.
The Solar Project will look to supply power into the Mozambican
northern grid, which is a generation hub for Mozambique and the
broader southern African region. Discussions with potential
off-takers for the project's power have already started and we are
reassured by the calibre of the parties engaging with us. The Board
believes that the Company's move into the grid scale renewable
energy space will broaden investor appetite and provide access to
competitive project financing as the Company aligns more closely
with growing investor and government demands to secure more
renewable energy generation.
With respect to the Ncondezi Project, we have continued to work
closely with our development partners CMEC to break the financing
deadlock. So far in 2022, China has continued to support certain
advanced stage coal power projects abroad whilst formally
terminating others, with limited clarity on the driving forces
behind these decisions. Financing confirmation from China is
critical to the success of the Project and it is important to
highlight that a positive outcome from the Chinese Government is
out of the Company's control. Coal power still plays a major role
globally as the single largest source of power generation and a key
player in energy security. Nowhere has this been more evident than
in Europe, where the recent impact of the war in Ukraine on
European energy security has seen a number of coal power plants
brought back into commission and sent coal prices soaring globally.
Africa has the lowest energy security in the world, and we believe
the Ncondezi Project continues to offer a low cost, reliable
baseload solution utilising the latest emission control
technologies. All workstreams to progress and finalise the tariff
remain ready to proceed as soon as financing is confirmed. The
Board has halted all non essential expenditure on the Ncondezi
Project and launched an internal review process to evaluate all
potential options to maximise value to shareholders in the near
term.
Financing
On 29 March 2022, the Company announced the completion of a cash
conservation strategy to extend the Company's cash reserves,
including further overhead cost optimisations and reducing
management salaries including a 40% reduction for Company CEO,
Hanno Pengilly.
On 16 September 2022, the Company announced that it had
completed the Restructuring of the Seritza working capital facility
into a convertible loan that matures at the end of November 2023.
In addition, Company NED, Scott Fletcher, and myself agreed to
provide an additional GBP100,000 to the Convertible Loan to provide
working capital for the Company to deliver first results on the
Solar Project Study this month. The Restructuring provides the
Company with an attractive financing solution, protecting existing
working capital and increasing repayment optionality. A further
tranche of GBP150,000 may be made available to the Company at the
Convertible Loan Lenders' discretion in the six months following
the Restructuring.
In addition, the Undertaking which includes Hanno Pengilly and
myself, was signed and prevents the Shareholder Loan being called
before the later of 30 November 2023 or when the Shareholder Loan
restructuring is completed, aligning all the Company's debts to 30
November 2023, so the Company can focus on delivering key project
development milestones in the interim.
At the end of the period, the Company had cash reserves of
approximately US$0.4 million.
Subject to the Shareholder Loan being extended and restructured,
project costs related to the Ncondezi Project and planned
expenditure related to the Solar Study, the Group will need to
secure additional working capital during October 2022. The
Directors are exploring a number of funding and working capital
solutions to extend working capital beyond October 2022, including
a further drawdown of GBP150,000 from the Convertible Loan. The
Board is confident a funding solution will be finalised as the
Company has a successful track record securing funding through debt
and equity from its supportive Board, management team and
shareholders. At present there are no binding agreements in place
and there can be no certainty as to the Group's ability to raise
additional funding or the terms on which such financing may be
available.
Acknowledgements
I would like to thank our team and Partners for their continued
hard work and commitment. I am aware of the hard work that goes on
behind the scenes. We are grateful for Shareholders' continued
support and patience and look forward to providing further updates
going forward.
Michael Haworth
Non-Executive Chairman
Operational and Financial Review
Ncondezi is focused on the phased development of its renewable
and baseload energy projects located near Tete in northern
Mozambique.
Ncondezi Project
About the Ncondezi Project
The Ncondezi Project is an integrated project including a coal
fired power plant, open pit coal mine and transmission integration
solution connecting with the Mozambique grid that is being
developed in phases of 300MW. The Ncondezi Project is located near
Tete in northern Mozambique.
The Ncondezi Project has been designed to meet the objectives of
the Mozambique Government's Integrated Electricity Master Plan and
will be equipped with state-of-the-art emissions controls
technologies that will reduce local air pollutants, minimising the
plant's impact on the environment and ensuring its compliance with
the most stringent emission standards.
The Ncondezi Project's objective is to provide reliable,
affordable and accessible baseload energy to Mozambique securing
against the effects of drought and intermittency of new renewables
to assist with providing a balanced and stable grid supply.
The Ncondezi Project remains one of the most advanced baseload
projects in Mozambique and continues to receive strong support from
our joint venture partner CMEC, which is focused on becoming the
Ncondezi Project's strategic partner, with a proposed 60% equity
shareholding.
Ncondezi Project Work Programme Status
The next major development milestone for the Project is
finalisation of the power tariff. To progress this further the
Company is still awaiting clarity on China's position on the
availability of financing for the Ncondezi Project following
President Xi's announcement regarding financing restrictions for
coal power projects abroad in September 2021. In January CMEC
reiterated their commitment to the Ncondezi Project and that they
continued to lead the process on Ncondezi Project financing.
Additional steps were also taken to identify potential alternative
financing solutions. To date no such alternative financing
solutions have been identified and securing financing from China
remains the priority.
All key development studies for the power plant, mine and
transmission line have been finalised and submitted to the relevant
Mozambique authorities and EDM and are awaiting sign off. The key
commercial agreements, namely the Power Purchase Agreement ("PPA")
and Power Concession Agreement ("PCA") are in near final form and
are expected to be finalised once a tariff has been agreed.
Given the ongoing delays being caused by lack of clarity on
Chinese financing for the Ncondezi Project, The Board has cut back
on all non essential expenditure for the Ncondezi Project and
launched an internal review process to evaluate all options for the
Ncondezi Project to maximise value to shareholders in the near
term.
The Company will provide further updates at the appropriate
time.
Ncondezi Green Power
NGP is a wholly owned subsidiary of Ncondezi which provides
solar PV and battery storage solutions in southern Africa. In May
2022 the Board announced that following an internal review on the
Project they believed there is potential for a grid scale solar
plus battery storage power project at the Project site (the "Solar
Project") which offers a significant opportunity to unlock
additional value for shareholders.
In July 2022, the Company announced that it was launching a
feasibility study for the Solar Project to be conducted by NGP.
Overview of the Solar Project
The Solar Project will be located within the Ncondezi mining
concession 5967C which covers over 25,000 hectares in the districts
of Moatize and Chiuta in the Tete Province which is large enough
for solar PV generation potential over 5,000MW. Three preferred
site locations have already been identified, with similar climate
conditions, that provide a generation potential of c.500MW
each.
The concession area has above average Global Horizontal
Irradiance ("GHI") and is located close to existing energy load
centres in the Tete province.
It is the intention that the Solar Project would connect to the
Mozambique grid with target power off-takers in Mozambique and the
Southern African Power Pool (SAPP).
Pre-feasibility studies completed by NGP earlier this year
confirm significant potential value to shareholders with an
estimated pre-money NPV of between US$60m and US$65m, and fully
diluted cash flows to NGP of between US$130.0 million and US$180.0
million over 25 year period for a 300MW plant. The Study will
further refine these figures, taking into account final
transmission solution and scaling strategy.
In July 2022 the Board announced the launch of a feasibility
study for up to 300MW solar PV power plant plus BESS ("Study") and
appointed WSP Group Africa (Pty) Ltd ("WSP") to lead it. The Study
will take a modular design approach to the Solar Project targeting
300MW with the flexibility to sale in 30MW to 100MW increments.
The Company believes that WSP, one of the world's leading
engineering professional services consulting firms, is well
positioned to deliver the Study as it has delivered many renewable
energy projects in Africa and has unique experience relevant to the
Solar Project including leading the Company's thermal project
feasibility study as well as other grid scale solar PV projects in
Mozambique.
NGP has engaged the relevant Mozambique Government authorities
throughout the Solar Project development process and received the
prerequisite support to launch the Study. The Solar Project is
aligned with Mozambique's strategy to increase energy availability
in a sustainable manner and promote new energy investments in the
private sector. Following successful completion of the Study, NGP
will work with Government authorities to attain the relevant
permissions to build and operate the Solar Project.
The Solar Project is uniquely positioned to take advantage of
existing advanced development work completed for the Ncondezi 300MW
thermal power plant that can be easily transitioned to the Solar
Project. In September 2022, the Company announced the initial
results from the Study which indicated that in addition to reducing
development costs this has the potential to accelerate first power
to the grid as early as 2024, using existing long lead time work
streams already completed or at an advanced stage. The Company
believes this will reduce the development timetable by 6 to 12
months. Completion of the Study is on track for the end of October
2022.
The following highlights were also provided:
Site Location
3 preferred site locations were investigated for their
suitability for the Solar Project, all with similar climate
conditions and a generation potential of c.500MW each. Site visits
were completed earlier this month by the Company's lead Study
consultant, WSP, and no red flags were identified on any of the
sites. A preferred site has been identified and will be confirmed
at the completion of the Study.
Solar Resource Assessment
Four weather datasets were obtained and reviewed for the Solar
Project to confirm the solar energy that can be utilised by the
solar modules. To ensure the solar data used was representative, a
minimum of ten years of historical data was used to reduce any
risks relating to inter-annual variation in the solar resource. The
critical parameter for solar resource assessment is the Global
Horizontal Irradiance ("GHI"), with the Solar Project achieving an
average annual GHI of 1,980kWh/m(2) which is considered excellent
for the region.
Energy Yield Assessment
Solar Project GHI results were used with system design
assumptions to estimate the energy output of the project, achieving
a specific yield of over 2,000kWh/kWp and performance ratio over
80%. These results are very positive, being in line with some of
the most competitive grid scale projects in South Africa. It is
worth noting that the specific yield and performance ratio do not
vary as the Solar Project is scaled to 300MW, although the project
will benefit from economies of scale in the overall capex.
Grid Connection
A full generation integration study was launched in parallel to
the main Study to determine the optimal transmission line
connection into the Mozambican grid. Various integration studies
have been produced for the coal power project, and formed the basis
for the Solar Project assessment. Working with the relevant local
authorities, 6 potential solutions are being investigated taking
into account potential scaling of the project, available or under
construction transmission infrastructure and planned generation
plants in the region. Initial results confirm that there is grid
capacity for the Solar Project and more than one feasible
evacuation solution. The next phase of the study will look to
confirm the preferred transmission solution which optimises project
economics, network capacity and timing.
ESIA Red Flag Review
WSP conducted a red flag review of the Company's existing ESIA
and supporting documentation completed on the Company's coal power
project and mine, with no major issues identified. As the Solar
Project is planned to be installed within the coal project's
concession area, the existing ESIA, which were approved by the
Mozambican authorities, can be utilised and updated to meet the
latest requirements local and international standards. This is
expected to save significant cost and time for the Solar
Project.
Financial overview
Results from operations
The Group made a loss after tax for the period of US$0.7 million
compared to a loss of US$0.5 million for the previous interim
period. The basic loss per share for the interim period was 0.2
cents (2021 H1: 0.1 cents) and the diluted loss per share was 0.1
cents (2021 H1: 0.1 cents)
Expenses totalled US$0.5 million (2021 H1: US$0.9 million). This
includes US$0.5 million (2021 H1 US$0.6 million) of administrative
expenses and US$0.003 million (2021 H1: US$0.3 million) of
share-based payment charge. Administrative expenses refer
principally to professional fees and underlying administrative
expenses related to advancing the Ncondezi Project and Solar
Project. Net financing expense totalled US$0.2 million (2021 H1:
US$0.4 million income) comprising mainly of US$0.2 million interest
charged on loans, further information can be found in note 9.
During the period, US$0.012 million (2021 H1: US$0.1 million)
expenditure was incurred on the development of the Power Project
and no expenditure was incurred on the development of the C&I
sector (2021 H1: US$0.2 million).
Cash Flows
The net cash outflow from operating activities for the interim
period was US$0.5 million (2021 H1: US$0.7 million).
Net cash outflow from investing activities was US$0.012 million
related to the Ncondezi Project (2021 H1: US$0.3 million related to
Power Project and C&I sector).
Net cash inflow from financing activities was US$nil (2021:
US$0.5 million).
The resulting period end cash held totalled US$0.4 million (2021
H1: US$0.4 million).
Outlook
As at 30 June 2022 the Group had cash reserves of approximately
US$0.4 million which, subject to the Shareholder Loan being
extended and restructured, project costs related to the Ncondezi
Project and planned expenditure related to the Solar Study, means
that the Group is adequately capitalised to the end of October
2022. Additional working capital will need to be secured during
October 2022 and Directors continue to explore a number of funding
and working capital solutions. At present there are no binding
agreements in place and there can be no certainty as to the Group's
ability to raise additional funding.
At the end of 2020, the Company submitted an updated Ncondezi
Project feasibility study and tariff proposal to EDM for review and
comment. Although positive steps to progress the tariff were made
during 2021, further progress awaits clarity on China's position on
the availability of financing for the Ncondezi Project following
President Xi's announcement regarding financing restrictions for
coal power projects abroad in September 2021. While the outcome on
financing from China is outside of the Company's control, we
continue to work closely with CMEC to resolve the issue. In
addition, the Company and CMEC have initiated steps to identify
potential alternative financing solutions.
The Shareholder Loan of US$5.4 million as at 30 June 2022
(including principal, historic redemption premium and interest)
matured on 30 November 2019, and the Company is currently
evaluating options to execute the restructuring process as proposed
on 26 November 2019. Certain Directors have entered into a binding
Undertaking preventing the Shareholder Loan being called before the
later of 30 November 2023.
The Working Capital Facility of US$0.3 million as at 30 June
2022 (including principal and interest) matured on 24 February
2022. Agreement to restructure the Working Capital Facility into a
Convertible Loan was completed and announced on 16 September 2022
extending the maturity to 30 November 2023.
In conjunction with the Restructuring of the Loan certain
Directors agreed to increase the Convertible Loan by an additional
GBP100,000.
In addition, notwithstanding the Shareholder Loan, further
funding will be required as detailed above to meet operating cash
flows under current forecasts beyond October 2022 or in the event
of accelerated project advancement. The financial statements have
been prepared on a going concern basis in anticipation of a
positive outcome but it is important to highlight that there are no
binding agreements in place and there can be no certainty that any
of these initiatives will be successful.
These factors indicate the existence of a material uncertainty
which may cast significant doubt about the Group's ability to
continue as a going concern. The financial statements do not
include the adjustments that would result if the Group was unable
to continue as a going concern. Such adjustments would principally
be the write down of the Group's non-current assets.
Consolidated statement of profit or loss and other comprehensive
income
for the six months ended 30 June 2022
6 months 6 months
ended ended Year ended
30 June 30 June 31 December
2022 2021 2021
Note Unaudited Unaudited Audited
US$'000 US$'000 US$'000
------------------------------------- ----- ----------- ----------- --------------
Other administrative expenses (506) (642) (1,530)
Share-based payment charge 10 (3) (253) (529)
Total administrative expenses
and loss
from operations (509) (895) (2,059)
Net finance income/(expense) 9 (234) 355 212
------------------------------------- ----- ----------- ----------- --------------
Loss for the period before taxation (743) (540) (1,847)
Taxation - - -
------------------------------------- ----- ----------- ----------- --------------
Discontinued operations:
Profit earned on the disposal
of the discontinued operations - - 111
Gain for the year for discontinued
operations - - 27
Gain for the year before taxation
from discontinued operations - - 138
Taxation - - -
Loss and total comprehensive
loss for the period attributable
to
equity shareholders of the parent
company (743) (540) (1,709)
------------------------------------- ----- ----------- ----------- --------------
Loss per share expressed in
cents
Basic (0.2) (0.1) (0.5)
Diluted 2 (0.1) (0.1) (0.4)
------------------------------------- ----- ----------- ----------- --------------
Consolidated statement of financial position
at 30 June 2022
30 June 30 June 31 December
2022 2021 2021
Note Unaudited Unaudited Audited
US$'000 US$'000 US$'000
------------------------------------- ----- ----------- ----------- ------------
Assets
Non-current assets
Property, plant and equipment 3 18,428 18,392 18,450
Intangible Assets 4 95 270 182
Loan receivable - 863 -
Total non-current assets 18,523 19,525 18,632
------------------------------------- ----- ----------- ----------- ------------
Current assets
Trade and other receivables 74 87 74
Cash and cash equivalents 436 374 900
------------------------------------- ----- ----------- ----------- ------------
Total current assets 510 461 974
------------------------------------- ----- ----------- ----------- ------------
Total assets 19,033 19,986 19,606
------------------------------------- ----- ----------- ----------- ------------
Liabilities
Current liabilities
Trade and other payables 298 354 363
Loans and borrowings 5 5,731 5,548 5,493
Derivative financial liability 7 12 149 15
------------------------------------- ----- ----------- ----------- ------------
Total current liabilities 6,041 6,051 5,871
------------------------------------- ----- ----------- ----------- ------------
Total liabilities 6,041 6,051 5,871
------------------------------------- ----- ----------- ----------- ------------
Capital and reserves attributable
to shareholders
Share capital 6 95,009 94,347 95,009
Retained earnings (82,017) (80,412) (81,274)
------------------------------------- ----- ----------- ----------- ------------
Total capital and reserves 12,992 13,935 13,735
------------------------------------- ----- ----------- ----------- ------------
Total equity and liabilities 19,033 19,986 19,606
------------------------------------- ----- ----------- ----------- ------------
Approved on behalf of the Board on 29 September 2022.
Michael Haworth
Non-Executive Chairman
Consolidated statement of changes in equity
for the six months ended 30 June 2022
Share Retained
capital earnings Total
US$'000 US$'000 US$'000
------------------------------ -------------- ---------- -----------------
At 1 January 2022 95,009 (81,274) 13,735
Loss for the period - (743) (743)
Total comprehensive loss for
the period - (743) (743)
At 30 June 2022 (Unaudited) 95,009 (82,017) 12,992
------------------------------- -------------- ---------- -----------------
Share Retained
capital earnings Total
US$'000 US$'000 US$'000
------------------------------ -------------- ----------- ------------------
At 1 January 2021 94,137 (80,125) 14,012
Loss for the period - (540) (540)
Total comprehensive loss for
the period - (540) (540)
Issue of shares 210 - 210
Equity settled share-based
payment - 253 253
At 30 June 2021 (Unaudited) 94,347 (80,412) 13,935
------------------------------- -------------- ----------- ------------------
Share Retained
capital earnings Total
US$'000 US$'000 US$'000
------------------------------------- -------------- ---------- ------------------
At 1 January 2021 94,137 (80,125) 14,012
Loss for the year - (1,709) (1,709)
Other comprehensive loss for - - -
the year
------------------------------------- -------------- ---------- ------------------
Total comprehensive loss for
the year - (1,709) (1,709)
Issue of shares 1,040 - 1,040
Costs associated with issue of
shares (168) - (168)
Broker's warrants issued - 20 20
Trusts dissolution - 11 11
Equity settled share-based payments - 529 529
-------------------------------------- -------------- ---------- ------------------
At 31 December 2021 95,009 (81,274) 13,735
-------------------------------------- -------------- ---------- ------------------
Consolidated statement of cash flows
for the six months ended 30 June 2022
6 months 6 months Year ended
to to 31 December
30 June 30 June 2021
2022 2021 Audited
Unaudited Unaudited
US$'000 US$'000 US$'000
----------------------------------------- ----------- ----------- -------------
Cash flow from operating activities
Loss before taxation ( 743 ) ( 540 ) (1,709)
Adjustments for:
Finance (income)/expense 234 (355) (212)
Share based payments charge 3 253 529
Amortization 87 88 176
Depreciation 34 32 67
Gain on disposal of discontinued
operations - - (111)
Unrealised foreign exchange movements (2) - (10)
Net cash flow from operating activities
before changes in working capital ( 387 ) ( 522 ) (1,270)
Decrease in payables ( 65) ( 196) (187)
Decrease in receivables - 25 38
----------------------------------------- ----------- ----------- -------------
Net cash flow used in operating
activities before tax (452) (693) (1,419)
----------------------------------------- ----------- ----------- -------------
Income taxes paid - - -
----------------------------------------- ----------- ----------- -------------
Net cash flow used in operating
activities after tax (452) (693) (1,419)
----------------------------------------- ----------- ----------- -------------
Investing activities
Power a nd Mine development costs
capitalized (12) (76) (169)
Loan provided to C&I Project - (197) -
----------------------------------------- ----------- ----------- -------------
Net cash flow used in investing
activities (12) (273) (169)
----------------------------------------- ----------- ----------- -------------
Financing activities
Issue of ordinary shares - 210 1,040
Cost of share issued - - (55)
P roceeds from sale of discontinued
operation - - 1,300
Repayment of bridge - - (650)
Loan draw down - 277 -
Net cash flow from financing activities - 487 1,635
----------------------------------------- ----------- ----------- -------------
Net (d e crease) /increase in cash
and cash equivalents in the period (464) (479) 47
----------------------------------------- ----------- ----------- -------------
Cash and cash equivalents at the
beginning of the period 900 853 853
----------------------------------------- ----------- ----------- -------------
Cash and cash equivalents at the
end of the period 436 374 900
----------------------------------------- ----------- ----------- -------------
Notes to the consolidated financial information
1. Basis of preparation
The consolidated interim financial statements have been prepared
using policies based on International Financial Reporting
Standards, International Accounting Standards and Interpretations
(collectively "IFRS") issued by the International Accounting
Standards Board ("IASB") as adopted by the UK. The consolidated
interim financial statements have been prepared using the
accounting policies which will be applied in the Group's financial
statements for the year ended 31 December 2022.
The consolidated interim financial statements for the period 1
January 2022 to 30 June 2022 are unaudited and incorporate
unaudited comparative figures for the interim period 1 January 2021
to 30 June 2021 and extracts from the audited financial statements
for the year to 31 December 2021. It does not include all
disclosures that would otherwise be required in a complete set of
financial statements and should be read in conjunction with the
2021 Annual Report. The comparative financial information for the
year ended 31 December 2021 in this interim report does not
constitute statutory accounts for that year. The auditors' report
on those accounts was unqualified and included an emphasis of
matter drawing attention to the importance of disclosures made in
the annual report regarding going concern.
The same accounting policies, presentation and methods of
computation are followed in the consolidated financial statements
as were applied in the Group's latest annual audited financial
statements except that in the current financial year, the Group has
adopted a number of revised Standards and Interpretations. However,
none of these has had a material impact on the Group's
reporting.
In addition, the IASB has issued a number of IFRS and IFRIC
amendments or interpretations since the last annual report was
published. It is not expected that any of these will have a
material impact on the Group.
Going concern
As at 30 June 2022 the Group had cash reserves of approximately
US$0.4 million which, subject to the Shareholder Loan being
extended and restructured, project costs related to the Ncondezi
Project and planned expenditure related to the Solar Study, means
that the Group is adequately capitalised to the end of October
2022. Additional working capital will need to be secured during
October 2022 and Directors continue to explore a number of funding
and working capital solutions. At present there are no binding
agreements in place and there can be no certainty as to the Group's
ability to raise additional funding.
At the end of 2020, the Company submitted an updated Ncondezi
Project feasibility study and tariff proposal to EDM for review and
comment. Although positive steps to progress the tariff were made
during 2021, further progress awaits clarity on China's position on
the availability of financing for the Ncondezi Project following
President Xi's announcement regarding financing restrictions for
coal power projects abroad in September 2021. While the outcome on
financing from China is outside of the Company's control, we
continue to work closely with CMEC to resolve the issue. In
addition, the Company and CMEC have initiated steps to identify
potential alternative financing solutions.
The Shareholder Loan of US$5.4 million as at 30 June 2022
(including principal, historic redemption premium and interest)
matured on 30 November 2019, and the Company is currently
evaluating options to execute the restructuring process as proposed
on 26 November 2019. Certain Directors have entered into a binding
Undertaking preventing the Shareholder Loan being called before the
later of 30 November 2023.
The Working Capital Facility of US$0.3 million as at 30 June
2022 (including principal and interest) matured on 24 February
2022. Agreement to restructure the Working Capital Facility into a
Convertible Loan was completed and announced on 16 September 2022
extending the maturity to 30 November 2023.
In conjunction with the Restructuring of the Loan certain
Directors agreed to increase the Convertible Loan by an additional
GBP100,000.
In addition, notwithstanding the Shareholder Loan, further
funding will be required as detailed above to meet operating cash
flows under current forecasts beyond October 2022 or in the event
of accelerated project advancement. The financial statements have
been prepared on a going concern basis in anticipation of a
positive outcome but it is important to highlight that there are no
binding agreements in place and there can be no certainty that any
of these initiatives will be successful.
These factors indicate the existence of a material uncertainty
which may cast significant doubt about the Group's ability to
continue as a going concern. The financial statements do not
include the adjustments that would result if the Group was unable
to continue as a going concern. Such adjustments would principally
be the write down of the Group's non-current assets.
2. Loss per share
Basic loss per share is calculated by dividing the loss
attributable to the Ordinary Shareholders by the weighted average
number of Ordinary Shares outstanding during the period. Diluted
loss per share is calculated by dividing the loss attributable to
Ordinary Shareholders by the sum of the weighted average number of
shares outstanding and dilutive shares (unvested share options and
warrants).
Share incentives were outstanding at the end of the period that
could potentially dilute basic earnings per share in the future.
However, due to losses incurred during the current period, the
impact of these incentives would not be dilutive.
Unaudited Unaudited Audited
30 June 2022 30 June 2020 31 December 2021
---------- ---------------------------------- ---------------------------------- ----------------------------------
Weighted Weighted Weighted
average Per average Per average Per
number share number share number share
Loss of shares amount Loss of shares amount Loss of shares amount
US$'000 (thousands) (cents) US$'000 (thousands) (cents) US$'000 (thousands) (cents)
Basic
EPS (743) 410,714 (0.2) (540) 368,707 (0.1) (1,847) 382,029 (0.5)
Diluted
EPS (743) 491,057 (0.2) (540) 427,050 (0.1) (1,847) 447,142 (0.4)
---------- --------- ------------ --------- --------- ------------ --------- --------- ------------ ---------
3. Property, plant and equipment
Power Mining Plant
assets assets and
US$'000 US$'000 Buildings Equip. Other Total
US$'000 US$'000 US$'000 US$'000
---------------------------- --------- --------- ---------- --------- --------- ---------
Cost
At 1 January 2022 9,731 7,771 1,277 35 718 19,532
Additions 12 - - - - 12
At 30 June 2022 9,743 7,771 1,277 35 718 19,544
---------------------------- --------- --------- ---------- --------- --------- ---------
Cost
At 1 January 2021 9,596 7,737 1,277 35 718 19,363
Additions 76 - - - - 76
At 30 June 2021 9,672 7,737 1,277 35 718 19,439
---------------------------- --------- --------- ---------- --------- --------- ---------
Cost
At 1 January 2021 9,596 7,737 1,277 35 718 19,363
Additions 135 34 - - - 169
At 31 December 2021 9,731 7,771 1,277 35 718 19,532
---------------------------- --------- --------- ---------- --------- --------- ---------
Depreciation
At 1 January 2022 - - 337 27 718 1,082
Depreciation charge - - 34 - - 34
At 30 June 2022 - - 371 27 718 1,116
---------------------------- --------- --------- ---------- --------- --------- ---------
At 1 January 2021 - - 271 26 718 1,015
Depreciation charge - - 32 - - 32
At 30 June 2021 - - 303 26 718 1,047
At 1 January 2021 - - 271 26 718 1,015
Depreciation charge - - 66 1 - 67
At 31 December 2021 - - 337 27 718 1,082
---------------------------- --------- --------- ---------- --------- --------- ---------
Net Book value 30 June
2022 9,743 7,771 906 8 - 18,428
---------------------------- --------- --------- ---------- --------- --------- ---------
Net Book value 30 June
2021 9,672 7,737 974 9 - 18,392
---------------------------- --------- --------- ---------- --------- --------- ---------
Net Book value 31 December
2021 9,731 7,771 940 8 - 18,450
---------------------------- --------- --------- ---------- --------- --------- ---------
Power assets relate to the development of a 300MW power plant.
In 2022, the Power assets remain classified as property, plant and
equipment.
Mine assets relate to the initial acquisition of the licences
and subsequent expenditure incurred in evaluating the Ncondezi mine
project. These were transferred from intangible assets on receipt
of the mining concession in 2013.
Management has prepared an impairment assessment under IAS 36 as
impairment indicators have been identified. The 2020 financial
model was sensitized for inflationary adjustments indicating that
the net present value is in excess of the carrying value thus no
impairment was necessary. Management did not deem a reversal of
impairment appropriate.
4. Intangible assets
ROFR
to C&I
projects
pipeline Total
US$'000 US$'000
------------------------------------ ------------- ----------
Cost (less impairment)
At 1 January
2022 522 522
Additions - -
------------------------------------ ------------- ----------
At 30 June 2022 522 522
---------------------------------------- ------------- ----------
Cost (less impairment)
At 1 January 2021 522 522
Additions - -
------------------------------------ ------------- ----------
At 30 June 2021 522 522
---------------------------------------- ------------- ----------
Cost (less impairment)
At 1 January 2021 522 522
Additions - -
------------------------------------ ------------- ----------
At 31 December
2021 522 522
---------------------------------------- ------------- ----------
Amortisation
At 1 January
2022 340 340
Amortisation
charge 87 87
---------------------------------------- ------------- ----------
At 30 June 2022 427 427
---------------------------------------- ------------- ----------
Amortisation
At 1 January 2021 164 164
Amortisation charge 88 88
---------------------------------------- ------------- ----------
At 30 June 2021 252 252
---------------------------------------- ------------- ----------
Amortisation
At 1 January 2021 164 164
Amortisation charge 176 176
At 31 December
2021 340 340
---------------------------------------- ------------- ----------
Net Book value at 30 June 2022 95 95
---------------------------------------- ------------- ----------
Net Book value at 30 June 2021 270 270
---------------------------------------- ------------- ----------
Net Book value at 31 December 2021 182 182
---------------------------------------- ------------- ----------
5. Loans and borrowings
30 June 30 June 31 December
2022 2021 2021
Unaudited Unaudited Audited
US$'000 US$'000 US$'000
-------------------------------------- ----------- ----------- ------------
Shareholder Loans (unsecured) 5,423 4,968 5,197
Working capital facility (unsecured) 308 286 296
Bridge Loan (unsecured) - 294 -
-------------------------------------- ----------- ----------- ------------
Total Short term loan 5,731 5,548 5,493
--------------------------------------- ----------- ----------- ------------
Shareholders Loan:
The Shareholder Loan term expired on 30 November 2019 with no
extensions or restructuring legally agreed as at period end. The
Shareholder Loan was US$5,423,000 as at period end (2021:
US$5,197,000), with interest of 12% continuing to be accrued on the
outstanding balance.
On 26 November 2019, the Company received "in principle" support
from all Lenders to enter a Shareholder Loan restructuring
proposal. The Loan term expired on 30 November 2019 with no
extensions or restructuring legally agreed as at the end of the
period. The restructuring proposal is set out as below:
-- Extension on existing terms, including 12% annual interest
rate and ability for Lenders to swap debt for equity in part or in
full at a conversion price of 10.0p per share
-- 12 month extension from the future Restructuring approval date
-- A right for Ncondezi to pay off the original principal amount
of the Loan along with conversion of all interest into Ncondezi
shares on AIM at a 25% to 30% premium to the 30 day VWAP
The restructuring process is currently waiting for completion of
key Lender internal approval from AFC.
On 26 November 2019 and reconfirmed on 20 May 2020, all Lenders,
including AFC, indicated that they will not call in the Shareholder
Loan whilst the Restructuring is being finalised. On 3 November
2020 certain Board and management, including Chairman Michael
Haworth and CEO Hanno Pengilly, who represent 39.6% of the
Shareholder Loan signed an Undertaking not to call in the
Shareholder Loan before the later of 30 November 2022 or when the
Restructuring is completed. The Undertaking prevents the
Shareholder Loan from being called as a majority agreement
representing 66.7% of Shareholder Loan holders is required. On 16
September 2022, the Company announced that Chairman, Michael
Haworth, and Company Chief Executive Officer, Hanno Pengilly, have
entered into the Undertaking, representing 35.2% of the outstanding
principal amount of the Shareholder Loan. The Undertaking prevents
the Shareholder Loan from being called as a majority agreement
representing 66.67% of Loan holders is required. The parties to the
Undertaking have also indicated that during the Undertaking Period
they will not transfer their loan or convert it into shares without
the consent of the other signatories to the Undertaking or at all
if it would cause them to hold less than 34% of the then
outstanding principal.
The Restructuring is subject to the Lenders agreeing to the
documentation and the necessary related party transaction process
being completed by the Company's Independent Directors.
At the end of the period the Shareholders Loan was valued at
US$5.4 million (H1 2021: US$5.0 million) including 12% annual
interest rate applied since the expiring date 26 November 2019.
Working Capital Facility
The US$750,000 working capital facility was made available for
drawdown from 1 January 2020 until 30 June 2020 at the Company's
election and was repayable within 24 months from first drawdown,
unless there was an event of default or the Company elected to
prepay the facility. The default of the Shareholder Loan
constituted an event of default under the Working Capital Facility
therefore the facility has been classified as current.
There was a drawdown on 24 January 2020 of US$250,000 and funds
were received on 24 February 2020 the repayment date being two
years from this date. Further drawdowns were not solicited and the
working capital facility expired at the end of June 2020.
Finance cost recognised for the period in relation to the
working capital facility was US$12,000 (H1 2021: US$12,000).
Bridge Loan:
Finance cost recognised for the period in relation to the
Directors' Bridge Loan was nil (H1 2021: US$17,000) as in December
2021 US$650,000 drawdown plus 30% coupon was fully repaid to
lenders.
6. Share capital
6 months 6 months
to to Year ended
30 June 30 June 31 December
2022 2021 2021
Number of shares Unaudited Unaudited Audited
Allotted, called up and fully
paid
Ordinary shares of no par value 410,714,119 370,714,119 410,714,119
--------------------------------- ------------ ------------ -------------
Shares Share
Unaudited issued Capital
Number US$'000
At 1 January 2022 410,714,119 95,009
At 30 June 2022 410,714,119 95,009
--------------------------------- ------------ ------------ -------------
Shares Share
Unaudited issued Capital
Number US$'000
At 1 January 2021 366,361,716 94,137
Issue of shares 4,352,403 210
At 30 June 2021 370,714,119 94,347
-------------------- ------------ ---------
Shares Share
Audited issued Capital
Number US$'000
At 1 January 2021 366,361,716 94,137
Issue of shares 40,000,000 830
Issue of shares (creditors &
bonuses) 4,352,403 210
Issue costs - (168)
At 31 December 2021 410,714,119 95,009
------------------------------- ------------ ---------
7. Derivative financial liability
Warrants
Share Price
(GBP) 0.03 0.03 0.06
Number issued 20,000,000 2,166,666 21,666,666
Expected volatility 76% 75% 75%
Options life
(years) 1.5 2 2
Expiring date 10.03.23 29.05.2022 29.05.2022
Expected dividends 0 0 0
Risk free rate 0.47% 0.74% 0.74%
2022
US$'000
FV at 01.01.2022 14,669 72 6 14,747
Revaluation (2,904) - - (2,904)
Expired in
the period - (72) (6) (78)
FV at 30.06.2022 11,765 - - 11,765
------------ ----------- ------------ -----------
Share Price
(GBP) 0.03 0.06 0.045 0.075
Number issued 2,166,666 21,666,666 833,333 8,333,334
Expected volatility 75% 75% 75% 75%
Options life
(years) 2 2 1 1
Expiring date 29.05.2022 29.05.2022 08.12.2021 08.12.2021
Expected dividends 0 0 0 0
Risk free rate 0.74% 0.74% 0.25% 0.25%
2021
US$'000
FV at 01.01.2021 89,486 528,337 22,763 118,834 759,420
Revaluation (67,495) (465,725) (20,888) (56,101) (610,209)
FV at 30.06.2021 21,991 62,612 1,875 62,733 149,211
------------ ----------- ------------ ----------- ----------- ----------
Share Price
(GBP) 0.03 0.03 0.06 0.045 0.075
Number issued 20,000,000 2,166,666 21,666,666 833,333 8,333,334
Expected volatility 76% 75% 75% 75% 75%
Options life
(years) 1.5 2 2 1 1
Expiring date 10.03.23 29.05.2022 29.05.2022 08.12.2021 08.12.2021
Expected dividends 0 0 0 0 0
Risk free rate 0.47% 0.74% 0.74% 0.25% 0.25%
2021
US$'000
FV at 01.01.2021 - 89,486 528,337 22,763 118,834 759,420
FV at recognition 94,152 - - - - 94,152
Revaluation (79,483) (89,414) (528,331) - - (697,228)
Expired in
the period - - - (22,763) (118,834) (141,597)
FV at 30.12.
2021 14,669 72 6 - - 14,747
------------ ----------- ------------ ----------- ----------- ----------
The warrants are classified at fair value through profit and
loss as the functional currency of the Company is US$ and the
exercise price is set in GBP. The remaining total fair value of
expired warrants are derecognised through the profit and loss.
On initial recognition the value of the warrants is deducted
from the share capital balance. Subsequent changes in the fair
value of the warrants are recognised through profit or loss.
During the period 2,166,666 warrants at a subscription price of
3.0p and 21,666,666 warrants at a subscription price of 6.0p issued
in May 2020 expired. The remaining total fair value of US$78 was
derecognised through the profit and loss.
The warrants have been deemed to be Level 2 liabilities under
the fair value hierarchy.
8. Net finance income/(expense)
30 June 30 June 31 December
2022 2021 2021
Unaudited Unaudited Audited
US$'000 US$'000 US$'000
--------------------------------- ----------- ----------- ------------
Interest on loans (unsecured) (233) (255) (150)
Change on warrants fair value (1) 610 362
Net finance income/(expense) (234) 355 212
---------------------------------- ----------- ----------- ------------
9. Share based payments
During the period there have not been any new issues of share
options. The total number of options outstanding for the period is
12,294,058 (2021: 12,294,058) no options had vested during the
period.
The fair value of the equity instrument was measured using the
Black-Scholes model. The expected life used in the model was
adjusted, based on management's best estimate, for the effects of
non-transferability, exercise restrictions and behavioural
considerations. A share base payment charge of US$2,500 (H1 2021:
US$253,000) was recognised in period in relation to these
options.
10. Related party transactions
Parties are considered to be related if one party has the
ability to control the other party, is under common control, or can
exercise significant influence over the other party in making
financial and operational decisions. In considering each possible
related party relationship, attention is directed to the substance
of the relationship, not merely the legal form.
Shareholders Loan
In relation to the Shareholder Loan as at 30 June 2022 US$1.7
million (H1 2021: US$1.5 million) is due to a Trust of which
Non-Executive Chairman, Michael Haworth is a potential beneficiary
and US$0.16 million (H1 2021: US$0.15 million) to Executive
Director Hanno Pengilly.
Hanno Pengilly - Executive Director of Ncondezi Energy Limited -
Director of Herne Capital (Pty) Ltd ("HCL")
During the period US$88,000 (H1 2021: US$120,000) was paid by
the Company to HCL in respect of services provided by Hanno
Pengilly. There was no outstanding deferred fees balance at the end
of the period (H1 2021: US$ nil).
HCL provides leadership on key corporate activities such as
capital raising, reporting and press releases and investor
relations strategy.
Working Capital Facility
The US$750,000 working capital facility expired at the end of
June 2020. In total US$250,000 had been drawn down. The facility
was provided by a company owned by a trust of which CEO, Hanno
Pengilly, is a potential beneficiary. At the end of the period the
loan had accumulated US$58,000 in interest. On 1 August 2022 the
lender has agreed not to call the Loan whilst the restructuring
agreements are finalised.
Aman Sachdeva - Non-Executive Director of Ncondezi Energy
Limited - CEO of Synergy Consulting Inc.
During the period US$nil (H1 2021: US$76,000) was paid by the
Company to Synergy Consulting Inc. in respect of services provided
by Synergy. At end of the period the outstanding balance was
US$7,000 (H1 2021: US$nil).
Synergy is a global independent consultancy specialising in
infrastructure advisory and project finance, and has experience in
achieving financial closure for deals worth approx. US$25 billion
and M&A advisory for deals worth US$5.0 billion.
11. Events after the reporting period
Grid Scale Solar Project
-- Ncondezi Green Power ("NGP") launches FS for up to 300MW
solar PV power plant plus BESS ("Study") with target completion end
October 2022
-- Positive initial results from the Solar Project Study,
confirm the project's excellent location for solar generation with
no red flags identified
-- Estimated pre-money NPV of between US$60.0 million and
US$65.0 million and fully diluted cash flows of between US$130.0
million and US$180.0 million over a 25 year period
Working Capital
-- On 16 September 2022 the r estructuring of the Working
Capital Facility to a convertible loan note ("Convertible Loan")
("Restructuring") was finalised, subject to shareholder approval of
the rights to issue shares under the Convertible Loan. The
Restructuring terms set out below:
o GBP373,447k Convertible Loan note, made up of:
-- Restructured GBP273,447k Seritza working capital facility
-- Additional GBP100k provided by Company Chairman Michael
Haworth and NED Scott Fletcher (split GBP20k and GBP80k
respectively)
o Interest rate of 12%
o Maturity on 30 November 2023
o Right for each of the lenders to convert the principal amount
into Ncondezi Ordinary Shares ("Shares") at the higher of:
-- the amount calculated by applying a 25% discount to the
Volume Weighted Average Price ("VWAP") on the thirty days
immediately preceding the date of the conversion notice;
-- the amount calculated by applying a 25% discount to the
placing price if a placing of Shares has been concluded within 30
days prior to the date of the conversion notice; and
-- GBP0.005 per ordinary share
o Right to convert any new interest portion of the Convertible
Loan into Shares at the higher of:
-- the amount calculated by applying a 30% premium to the VWAP
on the thirty days immediately preceding the date of the conversion
notice;
-- the amount calculated by applying a 30% premium to the
placing price if a placing of Shares has been concluded within 30
days prior to the date of the conversion notice; and
-- GBP0.005 per ordinary share.
o The Company can prepay all of the loan at any time at its
discretion, without penalty on 20 business days' notice.
o On receipt of a notice to convert, Ncondezi will have 15
business days to exercise a right to exclude up to 50% of the
amount to be converted on condition that it is immediately redeemed
in cash
o On receipt of a notice of early redemption of the Convertible
Loan by Ncondezi, the lenders will have 15 business days to execute
its right to convert up to 50% of the redeemable amount into equity
on terms outlined above
o Converted Shares will be subject to orderly market provisions
for 12 months after the conversion date
o Conversions of any outstanding amounts are subject to the
Company receiving the necessary approvals to issue shares upon
conversion free of pre-emption rights at a General Meeting to be
convened shortly
o Convertible Loan increased by an additional GBP100,000 made
available by certain Directors of the Company, to accelerate
development of the Solar Project ("First Tranche")
o An additional tranche of GBP150,000 may be made available to
the Company at the Convertible Loan lender's discretion in the six
months following the restructuring ("Second Tranche")
o Restructuring is subject to approval to issue shares and to
disapply pre-emption rights at a General Meeting. and the fair and
reasonable opinion assessment being completed by the Company's
Independent Directors in line with the requirements of the AIM
Rules in respect of related party transactions
Shareholder Loan
-- Certain Directors have entered into a binding Undertaking
(the "Undertaking") preventing the Shareholder Loan being called
before the later of 30 November 2023 ("Undertaking Period")
Directors Michael Haworth (Non-Executive Chairman)
Scott Fletcher (Non-Executive Director)
Aman Sachdeva (Non-Executive Director)
Hanno Pengilly (Executive Director)
Company Secretary Elysium Fund Management Limited
PO Box 650, 1(st) Floor, Royal Chambers
St Julian's Avenue
St Peter Port
Guernsey
GY1 3JX
Registered Office Coastal Building
Wickham's Cay II
PO Box 2221
Tortola
British Virgin Islands
Company number 1019077
Nominated Advisor and Corporate Broker Liberum Capital Limited
Ropemaker Place
Level 12
25 Ropemaker Street
London
EC2Y 9AR
Joint Broker Novum Securities Ltd
Lansdowne House
57 Berkeley Square
London
W1J 6ER
Auditors BDO LLP
55 Baker Street
London
W1U 7EU
Registrar Computershare Investor Services (BVI) Limited
Woodbourne Hall
PO Box 3162
Road Town
Tortola
British Virgin Islands
Legal advisor to the Company Ogier (Jersey) LLP
as to BVI law 44 Esplanade
St Helier
Jersey
JE4 9WG
Legal advisor to the Company Bryan Cave Leighton Paisner LLP
as to English law Governors House
5 Laurence Pountney Hill
London
EC4R 0BR
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END
IR QKLFLLKLFBBV
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