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com:20090316:RnsP8587O
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RNS Number : 8587O
Voller Energy Group PLC
16 March 2009
VOLLER ENERGY GROUP Plc
("Voller "or "the Company")
Interim results for the six months ended 31 December 2008.
I am pleased to report on the activities of Voller for the six months to 31
December 2008.
Voller Energy Group plc, announces its interim results for the six months ended
31 December, 2008.
Following the initial commercial sales of the Emerald fuel cell system in the
2007/08 financial year, the first six months to 31 December, 2008 saw Voller
make further progress in shipping Emerald systems to customers and penetrating
its target markets. Unfortunately, general market conditions deteriorated
throughout 2008 making the raising of the new funding that the Group required to
execute its commercial strategy extremely difficult.
On 17th November 2008 the Company announced that due to the lack of new funding
available, the Board had reluctantly concluded that not all of the Company's
original strategic objectives of designing, developing, manufacturing and
marketing fuel cell systems could be achieved. The Board therefore resolved
that, subject to Court and shareholder approval, the trading activity of the
Company should cease and that cash should be returned to shareholders by way of
dividend.
Furthermore the Board recommended that the Company remain listed on AIM as a
cash shell with a view to acquiring another business. This change of strategy
results in the Company being treated as an "investing company" under AIM Rules.
Any acquisition of another business would be classified as a "reverse takeover"
under the AIM Rules and would be subject to Shareholder approval and a new
Admission document would be required to be published.
Shareholder approval for the new strategy was gained via the passing of a
resolution at the Company's General Meeting held on 12th December 2008.
Accordingly, the trading activity of the Group has now ceased, all employees
have been made redundant, and the physical assets of the group have been sold.
The intellectual property assets continue to be held by the Group and could form
part of any reverse takeover transaction. The Directors remain willing to
entertain any serious offers for the intellectual property assets.
Payment of the dividend also required that capital of the Company be
reorganised. Shareholder approval for this was obtained via the passing of
resolutions at the Company's General Meeting on 12 December 2008, was approved
by the High Court in January 2009, has been registered at Companies House and
has therefore been completed. As announced on 19th February 2009 two pence per
share will be distributed by way of a dividend payment on 20th March 2009 in
line with previous guidance.
As previously described a small amount of cash will be retained in the Company
to cover anticipated broker, listing and professional fees, for the protection
of the Company's creditors, and as a reserve to allow for potential future
liquidation costs or other costs. If a suitable reverse acquisition target is
not found by 12th December 2009 the remaining Directors will seek shareholder
approval to de-list and to proceed with a members' voluntary liquidation, both
of which will be carried out as soon as practicable after that twelve month
period has passed. Any remaining cash in the shell following liquidation will
be distributed to shareholders. J E Brown and R M Clarke will work with the
Company's advisers in trying to source potential acquisition targets and manage
the cash shell. All other Directors have now stepped down from the Board
following the approval of the dividend.
John brown Chairman commented:
"It is deeply unfortunate that current economic conditions have made it
impossible for us to fully commercialise the groundbreaking technology
represented by the Emerald system, a product that had the potential to make a
significant contribution to easing the pressures on the environment caused by
global warming. Voller Energy would like to thank all of our shareholders,
employees, customers, partners and suppliers for their past support and wish
them every success in the future."
John Brown FCCA.
Chairman
For further information please contact:
Voller Energy Group Plc Telephone: 01189 775463
Mike Clarke
Seymour Pierce Tel: +44 (0) 20 7107 8000
John Depasquale
Voller Energy Group Plc
Consolidated income statement (IFRS)
for the six months ended 31 December 2008
Note (Unaudited) (Unaudited)
6 months to 6 months to Year to
31 Dec 31 Dec 30 June
2008 2007 2008
£'000 £'000 £'000
Revenue 3 (38) 19 105
Cost of sales ( 5) (17) (310)
Gross (Loss)/ Profit (43) 2 (205)
Administrative expenses 1,764 1,403 (2,795)
Operating Loss (1807) (1,401) (3,000)
Investment Income 32 124 201
Loss on ordinary activities before taxation (1775) (1,277) (2,799)
Taxation - - 260
Loss on ordinary activities after taxation and
retained loss for the period/year (1775) (1,277) (2,539)
Basic and diluted loss per ordinary share 4 (7.71)p (5.55)p (11.03)p
All amounts relate to continuing activities.
Consolidated Balance Sheet as at 31 December 2008
(Unaudited) (Unaudited)
31 Dec 31 Dec 30 June
2008 2007 2008
£000 £000 £000
Non Current Assets
Property, Plant & Equipment 80 267 175
Current Assets
Inventories - 31 210
Trade and other receivables 135 337 526
Cash and cash equivalents 1,023 3,330 1,948
1,158 3,698 2,684
Current Liabilities
Trade and other payables 461 237 307
Net Current Assets 697 3,461 2,377
Net Assets 777 3,728 2,552
Equity
Share Capital 459 459 459
Share Premium 8,884 8,884 8,884
Merger Reserve 161 161 161
Equity Reserve 132 18 132
Retained Loss (8,859) (5,794) (7,084)
Total Equity 777 3,728 2,552
Consolidated Cash Flow Statement
for the six months ended 30 December 2008
Note (Unaudited) (Unaudited)
6 months to 6 months to Year to
31 Dec 31 Dec 30 June
2008 2007 2008
£000 £000 £000
Net cash outflow from operating activities 6 (956) (1,477) (2,989)
Investing activities
Interest received 32 124 201
Purchase of property, plant and equipment (2) (49) (66)
Disposal of property, plant and equipment 1 - 70
Net cash from financing activities 31 75 205
Decrease in cash and cash equivalents in the year (925) (1,402) (2,784)
Cash and cash equivalents at start of the period/ year 1,948 4,732 4,732
Cash and cash equivalents at the end of the period/ year 1,023 3,330 1,948
Voller Energy Group PLC
Notes to the interim statement for the six months ended 31 December 2008
1. General information
The information for the year ended 30 June 2008 does not constitute statutory
accounts as defined in section 240 of the Companies Act 1985. A copy of the
statutory accounts for that year has been delivered to the Registrar of
Companies. The auditors' report on those accounts was not qualified and did not
contain statements under section 237(2) or (3) of the Companies Act 1985.
2. Accounting policies
The annual financial statements of Voller Energy Group Plc are prepared in
accordance with IFRSs as adopted by the European Union. The condensed set of
financial statements included in this half-yearly financial report has been
prepared in accordance with International Accounting Standards 34 'Interim
Financial Reporting', as adopted by the European Union.
The same accounting policies, presentation methods of computation are followed
in the condensed set of financial statements as applied in the Group's latest
annual audited financial statements.
3. Revenue
Revenue is wholly attributable to the principal activity of the Company.
Turnover, results and assets are by origin located within the United Kingdom.
An analysis of the group's revenue is as follows:
Unaudited 6 months to 31 Dec 2008 Unaudited 6 months to 31 Dec 2007 Audited year ended 30 June 2008
£'000 £'000 £'000
Continuing operations
Sales of goods (38) 19 105
Revenue (38) 19 105
Investment income 32 124 201
Total revenue (6) 143 306
Business and geographical segments
Business segments
For management purposes, the group is currently organised into one operating
division. This division is the basis on which the group reports its primary
segment information.
The principal activity is the production of fuel cell systems, being the only
segment of the business. As per IAS 14 the Group is not required to produce the
segmental analysis as there is only one segment.
3. Revenue (continued)
The following table provides an analysis of the Group's sales by geographical
market:
Unaudited 6 months to 31 Dec 2008 Unaudited 6 months to 31 Dec 2007 Audited year ended 30 June 2008
£'000 £'000 £'000
United Kingdom (60) 4 79
Europe 22 3 4
North America - 6 10
Asia Pacific - 6 12
(38) 19 105
Voller Energy Group Plc do not operate on a seasonal basis.
The negative revenue shown above represents the cancellation of a sale in the
United Kingdom prior to 30 June, 2008.
4. Dividend
The directors propose a dividend of 2p per share.
5. Consolidated statement of changes in equity
Share Option Reserve
Share Capital Share Premium Merger Reserve £'000 Profit and Loss
£'000 £'000 £'000 £'000 Total
£'000
At 30 June 2008 459 8,884 161 132 (7,084) 2,552
Retained loss for the period (1,775) (1,775)
At 31 December 2008 459 8,884 161 132 (8,859) 777
6. Reconciliation of operating loss to net cash outflow from operating
activities
Unaudited 6 months to 31 December 2008 Unaudited 6 months to 31 December 2007 Audited year ended 30 June 2008
Operating loss (1,807) (1,401) (3,000)
Depreciation 36 39 78
Impairment provision 60 - -
Taxation - - 213
Decrease/(Increase in stocks) 210 (1) (180)
Decrease/(Increase) in debtors 391 (25) (167)
Increase/(decrease) in creditors 154 (89) 67
Net cash outflow from operating activities (956) (1,477) (2,989)
.
7. Loss per share from continuing operations
The calculation of the basic and diluted loss per share is based on the
following data,
Unaudited 6 months to 31 December 2008 Unaudited 6 months to 31 December 2007
Audited
year ended 30 June 2008
Loss
Loss for the purpose of basic loss per share being net loss 1,775 1,277 2,539
attributable to equity holders of the parent
Number of shares No. No. No.
Weighted average number of ordinary shares for the purpose 23,000,513 23,000,513 23,000,513
of basic loss per share
IAS 33 requires presentation of diluted EPS when a company could be called upon
to issue shares that would decrease net profit or increase net loss per share.
For a loss making company with outstanding share options, net loss would only be
increased by the exercise of out-of-the-money options. Since it seems
inappropriate to assume that the option holders would act irrationally, no
adjustment has been made to diluted EPS for out-of-the-money share options.
Post Balance sheet events
Capital Restructure
The share premium account was cancelled and the share capital reduced from 2p
per share to 0.1p per share by special resolutions passed at the general meeting
of the Company on 12 December, 2008. The capital reduction was confirmed by the
High Court of England and Wales on 26 January 2009.
The capital reduction became effective on 27 January, 2009 when the Court Order
was registered with the Registrar of Companies.
Following the capital reduction the amounts of £8.884m (Share Premium account )
and £436k ( reduction in share capital ) were transferred to distributable
reserves.
Consequent upon this transfer the Company had retained profits of £726k and on
19 February, 2009 the Company made an announcement to declare a dividend of 2p
per share and filed Proforma accounts of the Company for the seven months to 31
January, 2009 in support. The announcement indicated that the dividend would be
paid on 20 March, 2009.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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