Interim Report and Financial Statements FOR THE 6 MONTH PERIOD ENDED 31 DECEMBER 2014

Transcription

1 Interim Report and Financial Statements FOR THE 6 MONTH PERIOD ENDED 31 DECEMBER

2 Interim Report and Financial Statements for the 6 month period ended 31 December TABLE OF CONTENTS Table of Contents... 2 Chairman s Statement... 3 Independent Review Report to Atlas Development & Support Services Limited... 6 Consolidated Interim Income Statement... 8 Consolidated Interim Statement of Comprehensive income... 9 Consolidated Interim Statement of Financial Position Consolidated Interim Statement of Changes in Equity Consolidated Interim Cash Flow Statement Notes to the Interim Financial Statements Company Information and Advisors

3 Interim Report and Financial Statements for the 6 month period ended 31 December CHAIRMAN S STATEMENT Atlas Development & Support Services ( Atlas or the Company ) is building a leading pan-african support services and development company, with a strategy centred upon creating a scalable, margin focussed business covering multiple sectors and geographies across the continent. Since listing in June 2013, we have established a platform from which to grow the business, principally in East Africa, both through organic business development and through corporate acquisitions. East Africa presents significant opportunities for a professional and scalable support services business like Atlas, because the region is in the process of undergoing rapid development, with numerous large scale infrastructure, mining, oil & gas, geothermal, power and other substantial development projects being executed. A new management team was put in place early last year to take advantage of these opportunities and to enable the Company to complete the first stage of its buy-and-build strategy; the exercise of the option to acquire Ardan Logistics Kenya, ( ALK ), the new entity from which the restructured business of Ardan Risk & Support Services ( Ardan ) is to be operated (as contemplated by the framework and option agreement dated 28 March ). Overseen by the Company, Ardan (the Group s 49% equity accounted associate), an oilfields and logistics business with operations in Kenya and Ethiopia required and undertook considerable restructuring, which when completed, resulted in strong growth and a return to profitability, primarily through providing high-quality services to a suite of international blue chip oil and gas companies conducting exploration activities in the Turkana basin of Northern Kenya and mining companies in Northern Ethiopia. The Group has benefited both through an uplift in the carrying value of its interest in Ardan but also through the commencement of trading of ALK in the 6 months to 31 December. With demonstrable profitability and a new structure in place, we have since been able to expand our service offering both geographically and by sector. We have: rebranded the group s operations under the brand Atlas Development & Support Services to reflect the wider range of sectors we service located our headquarters in new offices in the primary business area of Nairobi, within easy reach of all major clients and potential clients established regional representation in the Turkana region of Kenya, as well as Ethiopia and Djibouti This expansion was achieved by utilising our strong balance sheet, having raised in the region of 20m since incorporation; a portion of which was raised when we successfully completed the cross listing of the Company s share capital on the Nairobi Securities Exchange s GEMS market. Kenyanisation was viewed as a crucial step in our evolution and, with our significant local shareholder base we are now recognised as a truly African business, the importance of which cannot be understated and which distinguishes us from competitors operating on the continent. The successful restructuring of the business and management team of Ardan/ALK has been reflected in positive financial performance. Aggregated revenue generated by Ardan and ALK in Kenya and Ethiopia for the full year in was US$40.4m, compared to US$22.5m in For these businesses (excluding Atlas), aggregated profit after tax was US$4.8m for, compared to a loss of US$3.7m in The operations of Ardan have been equity accounted for, during the period, as associated undertakings in accordance with IFRS. To provide an overall picture of performance, aggregated results of Ardan and ALK have been described above. Copies of the underlying audited accounts for each of Ardan and ALK for the year ended 31 December are available from the Company s website ( 3

4 Interim Report and Financial Statements for the 6 month period ended 31 December Importantly, during the six month period currently under review, the Company raised US$10m in London and US$4m in Kenya (after fees, costs and expenses), leaving us with a Group cash position of US$12.8m as at 31 December (US$14m including equity accounted associates). As announced, we have changed our year end to 31 December to align year end dates between the parent and its associates and subsidiaries. FINANCIAL REVIEW During the six month interim period to 31 December, the Company exercised the call option to acquire 100% of ALK, a separate and new shell company in Kenya from which the restructured business of Ardan is now operated. The transfer of business (including the novation of contracts and the transfer of net assets etc.) began in October, and as such, from this date, revenue and associated expenses within this subsidiary are fully consolidated. During the period, revenue was US$3.1m with direct costs of US$2.1m resulting in gross profits of $1.0m. Operating costs for ALK were US$0.8m, with taxes payable within Kenya of US$0.1m. As mentioned, the Company raised US$14m during the period after fees and commissions, plus fees associated with the readmission of the Company s share capital to AIM following the exercise of the call option to acquire ALK (from which the business of Ardan will be conducted going forward) which totalled US$1.6m, and which have been included in operating expenses of US$4.1m. On 14 September, share options and warrants were issued to the senior management, consultants and advisors. These have been valued at US$4.6m and the charge for the current period of $2.4m has been calculated using the standard valuation models (Black Scholes and Monte Carlo) and accounted for as per the applicable accounting standard. During the period, GBP:USD exchange rates fell 10% resulting in exchange rate losses of US$0.5m which have been recorded in Finance Costs for the period. OUTLOOK The Company s strategy continues to be to build, grow and develop a professional support services firm, both organically and through acquisition, in order to support multiple sectors in multiple jurisdictions across East Africa. The exercise of the option over ALK gives the Company a platform from which to commence operations and implement its growth strategy; through this existing business the Company gained exposure to quality oil and gas exploration support. This starting position has now been successfully leveraged and has led to further contracts in this space including: the award of our first support services contract in Mozambique with an international oil company a contract win in Tanzania, to provide turn-key support services, including workforce accommodation, facilities management, medical infrastructure, and logistical support to an international drilling company operating in the Ruvuma Basin an advance into North Africa though the award of a contract with an oil and gas company operating in Western Sahara. Unfortunately, as shareholders will be aware, the outlook for oil and gas exploration has weakened compared to a year ago, with consequential effects on the support services required. A substantial fall in the oil price has resulted in a curtailment of expenditure by major operators and a resultant decrease in near term activity within oil and gas exploration. The industry s switch of focus from offshore to onshore is a benefit to us and we are still receiving steady 4

5 Interim Report and Financial Statements for the 6 month period ended 31 December work and continue to see interest for our services to support oil and gas exploration, although we have seen an increase in the length of time being taken for decisions to be made and contracts to be awarded while these circumstances prevail. In any event, our business model has always been to grow a multi-sector support services and logistics business. To this end we have been actively building on our platform to achieve this objective and have gained significant traction in additional sectors where demand remains strong for a company such as ours. The outlook for geothermal, energy infrastructure, engineering, and facilities management which provide stable long term visible revenue has increased and with our enhanced profile as being a service provider (as a result of the Nairobi listing) we are hopeful of success in these areas in the future, particularly as the sales pipeline for sizeable projects in the geothermal and energy infrastructure sectors is now substantial. Furthermore, we are not just relying on organic growth; the board have an aggressive buy-and-build strategy which we are pursuing. To this end, complementary acquisition targets have been identified and we are in advanced discussions with a number of possible targets. All of the targets in question would provide us with sectorial and geographic diversification, additional visible revenue and would help build critical mass. Finally I would like to thank our shareholders for their support. We have a highly scalable business model and a huge opportunity to grow an African based support services company. We are focussed on margins and have a strong balance sheet to deliver our strategy and generate increased shareholder value. Ian H. Mann Non-Executive Chairman 27 April

6 Interim Report and Financial Statements for the 6 month period ended 31 December INDEPENDENT REVIEW REPORT TO ATLAS DEVELOPMENT & SUPPORT SERVICES LIMITED Introduction We have been engaged by the Company to review the interim financial statements in the interim financial report for the six months ended 31 December which comprises the statement of comprehensive income, the statement of changes in equity, the statement of financial position, the statement of cash flows and related notes. We have read the other information contained in the interim financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements. This report is made solely to the Company in accordance with International Standard on Review Engagements (UK and Ireland) 2410 'Review of Interim Financial Information performed by the Independent Auditor of the Entity issued by the Auditing Practices Board. Our review work has been undertaken so that we might state to the Company those matters we are required to state to them in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company, for our review work, for this report, or for the conclusions we have formed. Directors Responsibilities The interim financial report, is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing and presenting the interim financial report in accordance with the AIM Rules of the London Stock Exchange. As disclosed in note 1, the annual financial statements of the Group are prepared in accordance with International Financial Reporting Standards and International Financial Reporting Interpretations Committee pronouncements as adopted by the European Union. The interim of financial statements included in this interim financial report have been prepared in accordance with the presentation, recognition and measurement criteria of International Financial Reporting Standards and International Financial Reporting Interpretations Committee pronouncements, as adopted by the European Union. Our Responsibility Our responsibility is to express to the Company a conclusion on the interim set of financial statements in the interim financial report based on our review. Scope of Review We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity issued by the Auditing Practices Board for use in the United Kingdom. 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 (UK and Ireland) 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 interim of financial statements in the interim financial report for the six months ended 31 December is not prepared, in all material respects, in 6

7 Interim Report and Financial Statements for the 6 month period ended 31 December accordance with the presentation, recognition and measurement criteria of International Financial Reporting Standards and International Financial Reporting Interpretations Committee pronouncements as adopted by the European Union, and the AIM Rules of the London Stock Exchange. Baker Tilly UK Audit LLP Chartered Accountants 25 Farringdon Street London, EC4A 4AB 27 April

8 Interim Report and Financial Statements for the 6 month period ended 31 December CONSOLIDATED INTERIM INCOME STATEMENT CONTINUING OPERATIONS Notes 6 month period to 31 st December Year to 30 th Revenue 8 3,148 - Cost of sales 8 (2,116) - Gross Profit 1,032 - June Operating expenses (4,075) (2,528) Share option charge 14 (2,376) - Share of results of associate ,075 Operating loss (5,237) (1,453) Investment revenues - 28 Finance cost (532) - Loss before taxation (5,769) (1,425) Taxation (69) - Loss for the period (5,838) (1,425) Attributable to: Owners of the Company (5,838) (1,425) Non-controlling interests - - Earnings per Share From continuing operations Basic (1.5c) (0.4c) Diluted (1.5c) (0.4c) 8

9 Interim Report and Financial Statements for the 6 month period ended 31 December CONSOLIDATED INTERIM STATEMENT OF COMPREHENSIVE INCOME 6 month period to 31 st December Year to 30 th June Loss for the period (5,838) (1,425) Exchange differences on translation of foreign operations (34) (7) Total comprehensive loss for the year (5,872) (1,432) Total comprehensive loss attributable to Owners of the parent company (5,872) (1,432) Non-controlling interests - - 9

10 Interim Report and Financial Statements for the 6 month period ended 31 December CONSOLIDATED INTERIM STATEMENT OF FINANCIAL POSITION ASSETS Non-current assets Notes 31 st December 30 th June Property, plant & equipment 6 5, Investments in associate 7 5,257 5,075 Loans and other receivables 8,063 8,545 Total non-current assets 18,693 13,794 Current assets Inventories Trade and other receivables 9 3,361 2,372 Cash and cash equivalents 10 12,872 3,132 Total current assets 16,359 5,504 TOTAL ASSETS 35,052 19,298 LIABILITIES Current liabilities Trade and other payables 11 (3,505) (262) Current tax liabilities (68) - Borrowings 11 (60) (115) Total current liabilities (3,633) (377) TOTAL LIABILITIES (3,633) (377) NET ASSETS 31,419 18,921 EQUITY Issued capital 12 36,502 20,508 Foreign exchange reserve (41) (7) Retained earnings 13 (5,042) (1,580) Total equity attributable to the equity holders of the parent company 31,419 18,921 Non controlling interests - - TOTAL EQUITY 31,419 18,921 10

11 Interim Report and Financial Statements for the 6 month period ended 31 December CONSOLIDATED INTERIM STATEMENT OF CHANGES IN EQUITY Share capital Retained earnings Foreign Exchange Reserve Total attributable to equity holders of the parent Balance at 1st July ,652 (155) - 9,497 Loss for the period - (1,425) - (1,425) Other comprehensive income - - (7) (7) Total comprehensive income for the period - (1,425) (7) (1,432) Transactions with owners Share issues - cash received 11, ,392 Share issue costs (536) - - (536) Total transactions with owners 10, ,856 Balance at 30 th June 20,508 (1,580) (7) 18,921 Loss for the period - (5,838) - (5,838) Other comprehensive income - - (34) (34) Total comprehensive income for the period - (5,838) (34) (5,872) Transactions with owners Share issues - cash received 16, ,836 Share issue costs (842) - - (842) Charge in relation to share-based payments - 2,376-2,376 Total transactions with owners 15,994 2,376-18,370 Balance at 31st December 36,502 (5,042) (41) 31,419 11

12 Interim Report and Financial Statements for the 6 month period ended 31 December CONSOLIDATED INTERIM CASH FLOW STATEMENT 6 month period to 31 st December Year to 30 th June CASH FLOWS FROM OPERATING ACTIVITIES Loss before tax (5,769) (1,425) Working Capital Adjustments: - Depreciation of property, plant and equipment Share of Associates profit (182) (1,075) - Share option charge 2, Net interest cost / (income) 532 (28) Operating cash flow before movements in working capital (2,891) (2,521) Working capital adjustments: - Decrease/(Increase) in inventories (Increase) in receivables (992) (1,498) - Increase / (decrease) in payables 2,993 (159) Cash used in operations (764) (4,178) Net Interest (cost) / received (9) 28 Net cash used in operating activities (774) (4,150) CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property, plant and equipment (5,351) (181) Purchase of subsidiary, net of cash received - (3) Decrease /(Increase) in loans to associate 482 (8,545) Net cash used in investing activities (4,869) (8,729) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of share capital 16,836 7,392 Share issue costs (842) (536) Repayment of borrowings (55) - Net cash flow from financing activities 15,939 6,856 Net increase / (decrease) in cash and cash equivalents 10,296 (6,023) Cash and cash equivalents at start of the period 3,132 9,162 Effect of foreign exchange rate changes (556) (7) Cash and cash equivalents at end of the period 12,872 3,132 12

13 Interim Report and Financial Statements for the 6 month period ended 31 December NOTES TO THE INTERIM FINANCIAL STATEMENTS 1. GENERAL INFORMATION Atlas Development & Support Services Limited is incorporated and domiciled in Guernsey. The nature of the Group s operations and its principal activities are set out in the Chairman s Statement. The presentational currency of the Group is US Dollars as this reflects the Group s planned business activities in the logistics sector in sub-saharan Africa and therefore the Group s financial position and financial performance. The interim financial statements have been prepared in accordance with International Financial Reporting Standards ( IFRS ) as adopted by the European Union. 2. BASIS OF PREPARATION The results presented in this report are unaudited and they have been prepared in accordance with the recognition and measurement principles of International Financial Reporting Standards ( IFRS ) as adopted by the EU that are expected to be applicable to the financial statements for the period ended 31 December 2015 and on the basis of the accounting policies to be used in those financial statements. The interim financial information does not include all of the information required for full annual financial statements and accordingly, whilst the interim financial information has been prepared in accordance with the recognition and measurement principles of IFRS, it cannot be construed as being in full compliance with IFRS. The financial information contained in this announcement does not constitute statutory accounts as defined by the Companies (Guernsey) Law The audited financial information for the year ended 30 June is based on the statutory accounts for the financial year ended 30 June. The auditors reported on those accounts: their report was (i) unqualified, and (ii) did not contain statements where the auditor is required to report by exception. Going concern The board has prepared forecasts for the Group covering the period of 12 months from the date of approval of these interim financial statements. The directors believe that, the Group is well placed to manage its business risks successfully despite the current uncertain economic outlook. The directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements. These interim financial statements have been prepared in accordance with the IFRS principles applicable to a going concern, which contemplate the realisation of assets and liquidation of liabilities during the normal course of operations. Having carried out a going concern review in preparing these interim financial statements, the Directors have concluded that there is a reasonable basis to adopt the going concern principle. Consolidation of Subsidiaries Subsidiary undertakings are consolidated in accordance with IFRS 10 when the parent entity controls an investee and it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Investment in Associates Associates are entities over which the group has significant influence but not control or joint control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for by the equity method of accounting. Under this method the investment is initially recognised at cost and the carrying amount is increased or decreased to recognise the investor s share of the profit or loss of the investee after the date of acquisition. The group s share of post-acquisition profit or loss is recognised in the income statement, and its share of 13

14 Interim Report and Financial Statements for the 6 month period ended 31 December post-acquisition movements in other comprehensive income is recognised in other comprehensive income with a corresponding adjustment to the carrying amount of the investment. When the group s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the group does not recognise further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate. The group determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired. If this is the case, the group calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognises the amount as part of its share of profit/ (loss) of associates in the income statement. 3. CRITICAL ACCOUNTING ESTIMATES JUDGMENTS The preparation of the interim consolidated financial statements is in conformity with IFRS as adopted in the EU requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group s accounting policies. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial period are discussed below. Acquisition of Ardan Logistics Kenya The board has considered whether the exercise of the option in respect of Ardan Logistics Kenya Limited on 22 October should be accounted for as a business combination under IFRS 3. They have concluded that, since the transaction comprised an acquisition of assets or group assets rather than a business, it was outside the scope of IFRS 3. Given the existence of the unexercised option prior to 22 October, the board have considered whether the existence of an option constituted control under IAS 27 (in respect of the year to 30 June ) or IFRS 10 (subsequent to 1 July ) gave rise to a need to consolidate the entity. Since the group has no voting rights prior to 22 October, the board have concluded that it is appropriate to recognise Ardan Logistics Kenya Limited as a subsidiary with effect from 22 October. 4. LOSS FOR THE PERIOD Operating expenses include: 6 month period to Year to 31 st 30 th December June Foreign exchange losses /(gains) 521 (406) Consultancy fees Staff Costs LOSS PER SHARE The calculation of the basic and diluted loss per share is based on the following data: 6 month period to 31 st December Year to 30 th June Loss for the purposes of basic loss per share (5,838) (1,425) Number of shares 6 month period to 31 st December Weighted average number of Year to 30 th June ordinary shares for the purposes of basic and 377,565, ,720,834 diluted loss per share Loss per Share - basic (1.5p) (0.5p) Loss per share - diluted (1.5p) (0.5p) 14

15 Interim Report and Financial Statements for the 6 month period ended 31 December 6. PROPERTY, PLANT AND EQUIPMENT 31 December COST Furniture Equipment Plant, Vehicles Total As at 1 Jul Additions - 5,351 5,351 As at 31 Dec 7 5,525 5,532 DEPRECIATION As at 1 Jul (1) (6) (7) Charge for the period (1) (151) (152) As at 31 Dec (2) (157) (159) NET BOOK VALUE AT 31 December 5 5,368 5,373 NET BOOK VALUE AT 30 JUNE INTEREST IN ASSOCIATE COMPANIES 31 December 30 June Investment in Associate 5,075 4,000 Share of Profit for Period 182 1,075 Transfer to Business combination - - Loss on disposal of associate - - TOTAL 5,257 5,075 Set out below are the associates of the group as at 31 December, which, in the opinion of the directors, are material to the group. The associates listed have share capital consisting solely of ordinary shares, which are held directly by the group. Country of registration / Shares held incorporation Class % Ardan Risk & Support Services (K) Ltd Kenya Ordinary 49 Ardan Risk & Support Services Ltd Mauritius Ordinary 49 Principal Activity Ardan Risk & Support Provision of services at oil and Services (K) Ltd gas exploration sites Ardan Risk & Support Provision of services at oil and Services Ltd gas exploration sites The above companies (together ARSS ) are private companies and there is no quoted market price available for the shares. There are no contingent liabilities relating to the group s interest in the associates. The Board identified the above named associate as an appropriate acquisition target and on 5 August 2013 the Company entered into an acquisition agreement pursuant to which the Company agreed to acquire a 49% interest in the associate for a consideration of US$4m, satisfied by the issue of new Ordinary Shares. In addition, the Company was granted a period of exclusivity with a view to entering into an agreement to acquire the remaining 51% interest in ARSS. On 28 March, the Company entered into a Framework and Option Agreement pursuant to which the associate, overseen by the Company, undertook a corporate and contractual restructuring programme to rationalise operational management, and implementation, planning and reporting. The Company was also granted a three year conditional call option to acquire 100% of ALK, a separate and new 'shell' company from which the restructured business would be operated. On 26 September the Company exercised the call option granted to it pursuant to the framework and option agreement announced on 28 March, to acquire the entire issued share capital of ALK. Following receipt of shareholder approval for the Acquisition granted at a general meeting held on 22 October the Company completed the acquisition of ALK. Completion of the transfer of business (including the novation of contracts and the transfer of net assets etc) into ALK is targeted for completion during the first half of 15

16 Interim Report and Financial Statements for the 6 month period ended 31 December 2015, although certain contracts have transferred in the period to 31 December.. Upon completion of the formalities of transfer, and the Company being satisfied that the entire economic value has been transferred into ALK, the Company s 49% interest in ARSS will be returned to the seller. 8. INVESTMENTS IN SUBSIDIARIES Investments include Country of registration / Shares held incorporation Class % Ardan Risk Holdings Mauritius Ordinary 100 Limited Ardan Servicos Mozambique Ordinary 100 Logisticos Limitada Ardan Servicos Mozambique Ordinary 100 Medicos Limitada Principal Activity Ardan Risk Holdings Investment Holding Limited Ardan Servicos Investment Holding Logisticos Limitada Ardan Servicos Investment Holding Medicos Limitada During the period the Company exercised the call option to acquire 100% of Ardan Logistics Kenya ( ALK ), a separate and new shell company in Kenya from which the restructured business of Ardan would be operated. This entity is a 100% subsidiary or Ardan Risk Holdings Limited. The transfer of business from ARSS to ALK (including the novation of contracts and the transfer of net assets etc.) began in October, and as such, from this date, revenue and associated expenses within this subsidiary have been consolidated and recognised during the period, namely revenue of US$3.1m with direct costs of US$2.1m resulting in gross profits of $1.0m. Operating Costs for ALK were US$800k, with taxes payable within Kenya of US$69k. 9. TRADE AND OTHER RECEIVABLES All non-current receivables are due within five years from the end of the reporting period. 6 month period to 31 st December Year to 30 th June Trade receivables Other Receivables 2,393 2,372 Prepayments Loans to associate 8,063 8,545 11,424 10,917 Less non-current portion: loans to associate (8,063) (8,545) TOTAL CURRENT ASSETS 3,361 2,372 The effective interest rates on non-current receivables were 2.2%. The directors consider that the carrying amount of trade and other receivables approximates their fair value. There are no significant amounts past due. 10. CASH AND CASH EQUIVALENTS 6 month period to 31 st December Year to 30 th June Cash and cash equivalents 12,872 3,132 16

17 Interim Report and Financial Statements for the 6 month period ended 31 December 11. FINANCIAL LIABILITIES 6 month period to 31 st December Year to 30 th June Trade Payables 2, Other Payables 1,158 - Current Tax Liabilities 68 - Borrowings TOTAL TRADE AND OTHER PAYABLES 3, Trade and other payables principally comprise amounts outstanding for trade purchases and ongoing costs. The increase during the current period in payables relates to ALK which has now been consolidated. The directors consider that the carrying amount of financial liabilities approximates their fair value. 12. SHARE CAPITAL Allotted and fully paid Ordinary shares of no par value Number $ 000 At 30 June 315,773,366 20,508 Issue of shares 117,289,827 15,994 Total share Capital: At 31 December 433,063,193 36,502 The Company has one class of ordinary share which carries no right to fixed income. On 15 August, 77.8 million ordinary shares were issued for cash at a price of 9.0 pence per ordinary share. During the period, 350,000 shares were issued to the Company s nominated advisor at a price of 0.10/shares in lieu of professional fees of 35, MOVEMENT IN RETAINED EARNINGS 6 month period to 31 st Year to 30 th December June Retained earnings bfwd (1,580) (155) Loss for the period (5,838) (1,425) Share option charge 2,376 - Retained Earnings (5,042) (1,580) 14. SHARE-BASED PAYMENTS The Group operates a share plan relating to shares in the parent company known as the AOL Share Option Scheme The Group recognised a total share based payment of $2,375,829 related to equity-settled share based payment transactions in the six month period to 31 December, (June : Nil). The exercise price of the options granted under the share option scheme is determined at every grant date and set for each grant. There is generally no vesting period but in certain instances vesting periods of 6-30 months have been included. Options are forfeited if the employee leaves the Group before the options vest. On 23 October, the Company issued 350,000 ordinary shares in part payment for services rendered by an advisor. On 17 December, the Company issued 39.1 million ordinary shares at a price of 8.13 pence per ordinary share. 17

18 Interim Report and Financial Statements for the 6 month period ended 31 December The following information relates to the share option scheme: Options Weighted average exercise price (in GBP) Outstanding at beginning of period - - Granted during the period 64,000, Lapsed during the period - - Exercised during the period - - Outstanding at the end of the period 64,000, Exercisable at the end of the year 30,000, Weighted average remaining contractual life Weighted average share price for options exercised at the date of exercise CONTROLLING PARTY The Directors believe that there is no ultimate controlling party. 16. POST BALANCE SHEET EVENTS i) On 27 February 2015, the Company announced a change in accounting reference date from 30 June to 31 December The fair values of the options were calculated using the Monte Carlo and Black Scholes models. In valuing the options, the following assumptions were used: Weighted average share price 9.12pence Weighted average exercise price 9.35pence Expected volatility 31.53% Risk-free rate 1.80% Expected volatility was determined by calculating the historical volatility of the Group s share price over the previous three years. The expected life used in the model has been adjusted, based on management s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations. 18

19 Interim Report and Financial Statements for the 6 month period ended 31 December 17. INTERIM SEGMENTAL REPORTING Segment information about these businesses is presented below: 6 month period to 31 December Revenue Kenya Mauritius $'000 Unallocated External Sales 3, ,148 Inter-segment sales Total revenue 3, ,148 Segment results Operating profit/(loss) by segment 223 (18) (3,248) (3,043) Share option charge - - (2,376) (2,376) Share of results of associates Operating profit/(loss) 395 (8) (5,624) (5,237) Total Finance costs 47 (10) (569) (532) Loss before tax 442 (18) (6,193) (5,769) Tax (69) - - (69) Loss for the period 373 (18) (6,193) (5,838) Consolidated total assets 10,013 8,656 16,574 35,243 Consolidated total liabilities 3, ,824 19

20 Interim Report and Financial Statements for the 6 month period ended 31 December COMPANY INFORMATION AND ADVISORS Directors Ian Mann, Non-Executive Chairman Carl Esprey, Chief Executive Officer Barry Lobel, Chief Financial Officer Lachlan Monro, Chief Operating Officer Andrew Groves, Non-Executive Director Jonathan Wright, Non-Executive Director Secretary Philip Enoch MA (Oxon) Address 3rd Floor, Kalamu House, Grevillia Grove, Westlands, Nairobi, Kenya Registered Office Richmond House St Julian s Avenue St Peter Port Guernsey GY1 1GZ Nominated Adviser and Joint Broker United Kingdom: Cantor Fitzgerald Europe One Churchill Place, London E14 5RB Joint Broker United Kingdom: GMP Securities Europe Stratton House, 5 Stratton Street, London Q1J 8LA Nominated Adviser Kenya: Burbidge Capital 4th Floor Nivina Towers, Westlands Road Museum Hill, Westlands Nairobi, Kenya Auditor Baker Tilly UK Audit LLP Chartered Accountants 25 Farringdon Street, London EC4A 4AB Solicitors As to Guernsey Law Carey Olsen LLP 8 10 Throgmorton Avenue, London EC2N 2DL Bankers Metro Bank PLC CfC Stanbic Centre, Museum Hill/Chiromo Road, Nairobi Registrars Capita Registrars (Guernsey) Limited Mont Crevelt House, Bulwer Avenue, St Sampson Guernsey GY2 4LH Financial Public Relations St Brides Partners 3 St. Michael's Alley, London, EC3V 9DS 20