eEnergy Group plc
(formerly Alexander
Mining plc)
ANNUAL REPORT & FINANCIAL STATEMENTS 2019
Contents
• Page 2
• Page 4
• Page 7
• Page 9
• Page 10
• Page 13
• Page 14
• Page 17
• Page 18
• Page 19
• Page 20
• Page 21
• Page 22
• Page 23
About Us
Strategic Report
Director’s Report
Statement of Directors’ responsibilities
Corporate Governance and Social Responsibility
Directors
Independent Auditors Report
Consolidated Statement of Comprehensive Income
Consolidated Balance Sheet
Company Balance Sheet
Consolidated and Company Statements of Cashflows
Consolidated Statement of Changes in Equity
Company Statement of Changes in Equity
Notes to the Financial Statements
1
About Us
eEnergy Group plc (AIM: EAAS) was formed following the reverse takeover of eLight Group
Holdings Limited (“eLight”) by Alexander Mining plc which completed following shareholder
approval on 08 January 2020.
On 25 September 2019 the Board of Alexander Mining plc announced that it had completed a
review of its operations and concluded that it was no longer in the Shareholders' interests for the
Company to continue to provide financial support indefinitely for its mineral processing technology
activities, which was carried out by the Company's wholly owned subsidiary, MetaLeach Limited
("MetaLeach"). The Board proposed disposing of MetaLeach and changing the Company's strategy
to become an AIM Rule 15 cash shell and to complete a suitable reverse takeover in accordance
with the AIM Rules.
On 20 December 2019 the Board announced the proposed acquisition of eLight and the
simultaneous disposal of Metaleach as well as the change of name to eEnergy Group plc, which were
approved by shareholders at a general meeting on 08 January 2020. The acquisition of eLight
represents the first step in creating a broader-based Energy Efficiency Services provider that can
supply multiple complementary energy-related services to both existing and new customers and
use the currency of its AIM-listed securities to participate in the consolidation and integration of
other service providers in what is a highly fragmented market.
The Group is now a leading "Energy Efficiency-as-a-Service" (EEaaS) business in the UK and Ireland.
Through its principal operating subsidiary, eLight, the Group helps businesses and schools switch
to LED lighting for a fixed monthly service fee, avoiding any upfront payments (known as Light-as-
a-Service or” LaaS”).
Directors
Non-Executive Chairman
Chief Executive
Chief Financial Officer
Independent Non-Executive Director
Independent Non-Executive Director
Company Secretary
Business Address
Registered Office
David Nicholl
Harvey Sinclair
Ric Williams
Dr Nigel Burton
Andrew Lawley
Ric Williams
32 Threadneedle St
London EC2R 8AY
Salisbury House,
London Wall,
London, EC2M 5PS
2
Independent Auditor
Nominated Advisor
PKF Littlejohn LLP
Statutory Auditor
15 Westferry Circus
Canary Wharf
London E14 4HD
Cairn Financial Advisers LLP
Cheyne House, Crown Court
62-63 Cheapside
London
EC2V 6AX
Company Number
05357433
3
Strategic report
The Directors present their strategic report on the group for the year ended 31 December 2019.
On 20 December 2019 the Company announced that it had agreed to dispose of its existing trading
subsidiary and to complete the Reverse Takeover of eLight, subject to Shareholder approval.
Therefore this strategic report does not address the operations of Metaleach which as at 31
December 2019 was considered to be an asset held for sale nor does it address all of the details
relating to eLight which were included in the Admission Document published by the Company on
20 December 2019.
Report on the business
The Group was originally engaged in developing mineral processing technologies, which was carried
out by its wholly owned subsidiary, Metaleach Limited (“Metaleach”). On 25 September 2019 the
Board announced the findings of a strategic review that concluded it was no longer in Shareholders'
interests for the Company to continue to provide financial support indefinitely to MetaLeach as
although it had proprietary minerals and metals processing technologies, it had yet to
commercialise these, generate turnover and realise their full potential, in spite of a number of years
of seeking to do so. Accordingly, the Group’s strategy changed to become an AIM Rule 15 cash shell
and to complete a suitable reverse takeover in accordance with the AIM Rules.
After careful review the Board identified eLight as a suitable candidate for a reverse takeover and
following a robust diligence process announced the intention to dispose of Metaleach and acquire
all of the share capital of eLight on 20 December 2019. These transactions were subject to
shareholder approval.
Whilst there was a possibility at the year end that the disposal of Metaleach and the acquisition of
eLight may not have completed these transactions, together with a placing of new ordinary shares,
were completed on 09 January 2020.
Disposal of Metaleach
Following the announcement of the intention to dispose of Metaleach the Group ran a formal
process and solicited interest from a number of parties in the mining sector. The £150,000
consideration received post-year end represented the fair value of that business.
Financial review
During the year the Company made a comprehensive loss for the year of £615,000 (2018 -
£513,000). There is a weighted loss per share from continuing operations of 0.03p (2018 – 0.02p).
Cash and cash equivalents at 31 December 2019 were £101,000 (2018 - £441,000).
Events after the year end are set out in Note 23.
4
Key performance indicators
The Board monitors the activities and performance of the Company on a regular basis. Given the
intention of the Company at the year end to dispose of its only trading subsidiary and complete a
reverse takeover there are no relevant KPIs to report.
Risks and uncertainties
The principal risks facing the Company are set out below. Risk assessment and evaluation are an
essential part of the Company’s planning and in important part of the Company’s internal control
system.
Financial risk
The risks facing the Company include interest rate, credit risk and liquidity risk. Directors have in a
place a process of regularly reviewing risks to the business and monitoring associated controls,
actions and contingency plans. The Company’s financial risk management policies are set out in
Note 16.
Business risk
The Board regularly evaluates and reviews all business risks when reviewing project timelines and
implementation plans. The types of risks reviewed include:
• Regulatory and compliance risk
• Legal risks relating to contracts, licences and other agreements
•
Insurance risks
Following the decision to become an AIM Rule 15 cash shell the key business risk in 2019 was the
ability of the Company to complete its strategy to dispose of Metaleach at a fair value and identify
a suitable reverse takeover target, as described above.
The principal risks and uncertainties relating to the ongoing activities of the Group after the reverse
takeover are described in the Admission Document and will be disclosed in the eEnergy Group plc
30 June 2020 financial statements.
Covid-19
The health and safety of eEnergy’s employees and customers is of paramount importance.
Throughout the lockdown all our employees and installation partners have observed all
recommended precautions when it was and is appropriate to work.
While the tragic impact of the Coronavirus in the UK and Ireland cannot be underestimated, the
Group's experience is that organisations are already planning for life after COVID-19. The decision
by the UK and Irish Governments to close schools for the foreseeable future has led to a spike in
interest in eLight's LaaS proposition. Many schools are looking to complete maintenance and
upgrade projects, including switching to LED lighting, taking advantage of a longer than normal
period with either no or reduced numbers of pupils on site.
The Directors believe that the education sector represents a huge opportunity for eEnergy. As it
stands, around 80% of schools have not transitioned to energy-efficient lighting. In Ireland, the
sales strategy is being rebalanced away from the Commercial SME sector, which has been hit
hardest by COVID-19, towards public sector schools in Ireland and Northern Ireland.
5
s172 statement
We describe our values and who we consider to be our key stakeholders in the Corporate
Governance & Social Responsibility report. The Board is committed to engaging with all of our key
stakeholders as we believe that this is the best way to build sustainable value for the business.
In the current circumstances, where we made the decision to fundamentally change the strategy
and direction of the Company, we have endeavored to keep all of our stakeholders informed on a
timely basis as described above.
The Group’s strategy
eEnergy is now the leading “Energy Efficiency-as-a-Service” (EEaaS) business in the UK and Ireland.
It is currently focused on “Light as a Service” (LaaS) to schools and businesses through its eLight
subsidiary. eLight is a proven operating platform with over 900 client projects completed by its
management team and eLight has recently started operating in Northern Ireland.
eEnergy’s strategy is to develop as a broader Energy Services business through the acquisition of
adjacent businesses in the energy management sector which offer strategic and synergistic growth
opportunities. There is considerable market opportunity as demands for greater energy efficiency
grow as organisations need to reduce costs and governments need to meet strict carbon targets.
There are three legs to the growth strategy:
Sales Growth
Rapid growth of existing LaaS business through enhanced lead
generation and sector focus on education and key account
strategy.
New Revenue Channel (services) Developing an app-based tool to open up subcontractor
Consolidation
channel to address the SME market.
Buy and build in a fragmented sector. Significant opportunities
for consolidation within the Energy Management sector which
offer strategic synergies.
Further details of the Group’s current strategy are included in the Admission Document published
on 20 December 2019 and on the Company’s website.
Gender of senior management
At the year end all 4 directors were male. There were no other senior managers.
This strategic report was approved by the Board of Directors on 29 June 2020 and signed on behalf
of the Board.
_______________________________________
David Nicholl, Chairman
6
Directors’ Report
The Directors present their report and the audited financial statements for the year ended 31
December 2019.
eEnergy Group plc is incorporated in the United Kingdom and is the ultimate parent company of the
eEnergy Group.
On 08 January 2020 the shareholders approved the disposal of Metaleach and the acquisition of
the entire share capital of eLight Group Holdings Limited.
A summary of key future developments for the Company and Group and the changes that were
approved in the shareholders meeting on 08 January 2020 are included, together with an overview
of the business model, in the Strategic Report.
Going concern
The directors evaluate the application of the going concern basis having considered a sensitised
trading and cash flow forecast for the Group for a period of not less than 12 months from the date
that these financial statements are approved by the Board. The sensitivities applied to the forecast
include factors relating to the ongoing uncertainties arising from the COVID-19 pandemic.
The directors have concluded that it is appropriate to prepare these financial statements on the
going concern basis.
Dividends
The directors do not recommend the payment of a dividend in respect of 2019 (2018 – nil).
Events since the balance sheet date
Material events since the balance sheet date are described in Note 23 of the financial statements.
Directors
The Directors of the Company during the year ended 31 December 2019 were:
Mr Alan Clegg (Chairman) – resigned 09 January 2020
Mr Martin Rosser (CEO) - resigned 09 January 2020
Mr James Bunyan (Non executive director) – resigned 09 January 2020
Dr Nigel Burton (Non executive director) – appointed 16 September 2019
On 09 January 2020 the following were appointed as Directors:
Mr David Nicholl (Chairman)
Mr Harvey Sinclair (Chief Executive)
Mr Ric Williams (Chief Financial Officer)
Mr Andrew Lawley (Non executive director)
Directors’ Indemnity
The Company has provided qualifying third-party indemnities for the benefit of its Directors. These
were provided during the year and remain in force at the date of this report.
7
Directors interests
The directors of the Company who held office during the year had the following beneficial interests in
the shares of the Company at the year end:
Martin Rosser
Alan Clegg
James Bunyan
Nigel Burton
31 December
2019
Number
(thousands)
925
31 December
2018
Number
(thousands)
925
-
-
137,500
138,425
-
-
-
925
The following directors had also been granted options to acquire the shares of the Company:
As at 31 December 2019 and 2018
Number of options (thousands)
Exercisable at 4.92p until 22/12/20
Exercisable at 0.22p until 28/07/26
Exercisable at 0.15p until 28/07/26
Martin
Rosser
2,700
13,000
24,000
39,700
James
Bunyan
800
6,500
20,000
27,300
Alan Clegg
800
6,500
24,000
31,300
The total number of share options held by the directors at 31 December 2019 and 2018 was 98,300,000.
Provision of Information to Auditor
So far as each of the Directors is aware at the time this report is approved:
• there is no relevant audit information of which the Company's auditor is unaware; and
• the Directors have taken all steps that they ought to have taken to make themselves aware of any
relevant audit information and to establish that the auditor is aware of that information.
Auditor
PKF Littlejohn LLP has signified its willingness to continue in office as auditor and a resolution to
re-appoint them will be put to the Annual General Meeting.
This report was approved by the Board on 29 June 2020 and signed on its behalf.
__________________________
RM Williams
Company Secretary
8
Statement of Directors’ responsibilities
The Directors are responsible for preparing the annual report and the financial statements in
accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under
that law the Directors have elected to prepare the Group and Parent Company financial statements
in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European
Union. Under Company law the Directors must not approve the financial statements unless they
are satisfied that they give a true and fair view of the state of affairs of the Group and Company and
of the profit or loss of the Group for that period.
In preparing these financial statements, the Directors are required to:
select suitable accounting policies and then apply them consistently;
•
• make judgments and accounting estimates that are reasonable and prudent;
• prepare the financial statements on the going concern basis unless it is inappropriate to
presume that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show
and explain the Company’s transactions and disclose with reasonable accuracy at any time the
financial position of the Group and Company and enable them to ensure that the financial
statements comply with the Companies Act 2006. They are also responsible for safeguarding the
assets of the Group and Company and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial
information included on the Company’s website. Legislation in the United Kingdom governing the
preparation and dissemination of the financial statements may differ from legislation in other
jurisdictions.
The Company is compliant with AIM Rule 26 regarding the Company’s website.
9
Corporate Governance and Social Responsibility
Corporate Governance
The Directors recognise the importance of good corporate governance and have chosen to comply
with the principles set out in the Quoted Companies Alliance Corporate Governance Code (the
"QCA Code''). For further information on how eEnergy applies the QCA code please see –
https://eenergyplc.com/investors/
The Board has established appropriately constituted Audit & Risk, Remuneration and Nomination
Committees with formally delegated responsibilities.
The Board of Directors
The Board of Directors currently comprises five members, including two executive directors and
three non-executive directors. The Board has a wealth of experience in both the energy efficiency
markets and corporate finance. The structure of the Board ensures that no one individual or group
dominates the decision making process. Board meetings are held regularly, typically monthly and
as required, to provide effective leadership and overall management of the Group's affairs through
the schedule of matters reserved for Board decisions. This includes the approval of the budget and
business plan, major capital expenditure, acquisitions and disposals, risk management policies and
the approval of financial statements. AlI directors have access to the advice and services of the
Company's solicitors and the Company Secretary, who is responsible for ensuring that all Board
procedures are followed. Any director may take independent professional advice at the Company's
expense in the furtherance of their duties.
The Company held 14 board meetings throughout the year, of which Martin Rosser attending all,
Alan Clegg attending 11, James Bunyan attending 11 and Nigel Burton attended 8 following his
appointment.
The Audit & Risk Committee (ARC)
The ARC, comprises Nigel Burton (as chairman) and Andrew Lawley, and meets not less than twice
a year. The committee is responsible for making recommendations to the Board on the appointment
of auditors and the audit fee and for ensuring that the financial performance of the Company is
properly monitored and reported. In addition, the ARC receives and reviews reports from
management and the auditors relating to the interim report, the annual report and accounts and
the internal control systems of the Company. The ARC considers, manages and reports on the risks
associated with the Company as well as ensuring the Company’s compliance with the AIM Rules
and the Market Abuse Regulations concerning disclosure of inside information.
The Remuneration Committee
The Remuneration Committee comprises Nigel Burton (as chairman), Andrew Lawley and David
Nicholl and meets at least once each year. The committee is responsible for the review and
recommendation of the scale and structure of remuneration for senior management, including any
bonus arrangements or the award of share options with due regard to the interests of the
Shareholders and the performance of the Company.
The Nomination Committee
The Nomination Committee, comprises David Nicholl (as chairman) and Nigel Burton, meets at least
once each year. This committee is responsible for reviewing the structure, size and composition of
the Board based upon the skills, knowledge and experience required to ensure the Board operates
effectively as well as being responsible for the annual evaluation of the performance of the Board
10
and of individual directors. The Nomination Committee is expected to meet when necessary to do
so. The Nomination Committee also identifies and nominates suitable candidates to join the Board
when vacancies arise and makes recommendations to the Board for the re-appointment of any Non-
Executive Directors.
Internal Controls
The directors acknowledge their responsibility for the Group's systems of internal controls and for
reviewing their effectiveness. These internal controls are designed to safeguard the assets of the
Group and to ensure the reliability of financial information for both internal use and external
publication. Whilst the directors acknowledge that no internal control system can provide absolute
assurance against material misstatement or loss, they have reviewed the controls that are in place
and are taking the appropriate action to ensure that the systems continue to develop in accordance
with the growth of the Group.
Relations with Shareholders
The Board attaches great importance to maintaining good relations with its shareholders. Extensive
information about the Group's activities is included in the Annual Report and Accounts and Interim
Reports, which are sent to all shareholders. Market sensitive information is regularly released to all
shareholders concurrently in accordance with stock exchange rules. The Annual General Meeting
provides an opportunity for all shareholders to communicate with and to question the Board on any
aspect of the Group's activities. The Company maintains a corporate website where information on
the Group is regularly updated and all announcements are posted as they are released. The
Company welcomes communication from both its private and institutional shareholders.
MAR Dealing Code and Policy Document
The Company has in place a share dealing code for the Existing Directors which is appropriate for a
company whose shares are admitted to trading on AIM and subject to the Market Abuse
Regulations. Following Admission of the Enlarged Ordinary Share Capital, the Company will
continue to implement its share dealing code and take all reasonable steps to ensure compliance by
the Directors, related parties and any relevant employees.
The Group's core values are:
• To be a good corporate citizen, demonstrating integrity in each business and community in
which we operate
• To be open and honest in all our dealings, while respecting commercial and personal
confidentiality
• To be objective, consistent, and fair with all our stakeholders
• To respect the dignity and wellbeing of all our stakeholders and all those with whom we are
involved
• To operate professionally in a performance-orientated culture and be committed to
continuous improvement
Our Stakeholders
We are committed to developing mutually beneficial partnerships with our stakeholders
throughout the life cycle of our activities and operations.
Our principal stakeholders include our shareholders; employees, their families, and employee
representatives; the communities in which we operate; our business partners and local and national
governments.
Environmental Policy
The Group is aware of the potential impact that its operations may have on the environment. It will
ensure that all of its activities and operations have the minimum environmental impact possible.
11
The Group intends to meet or exceed international standards of excellence with regard to
environmental matters. Our operations and activities will be in compliance with applicable laws and
regulations. We will adopt and adhere to standards that are protective of both human health and
the environment. For our operations we will develop and implement closure and reclamation plans
that provide for long-term environmental stability and suitable postmining beneficial land-uses at
all relevant sites.
Each employee (including contractors) will be held accountable for ensuring that those employees,
equipment, facilities and resources within their area of responsibility are managed to comply with
this policy and to minimise environmental risk.
Ethical Policy
The Group is committed to comply with all laws, regulations, standards and international
conventions which apply to our businesses and to our relationships with our stakeholders. Where
laws and regulations are non-existent or inadequate, we will maintain the highest reasonable
standards appropriate. We will in an accurate, timely and verifiable manner, consistently disclose
material information about the Group and its performance. This will be readily understandable by
appropriate regulators, our stakeholders and the public.
The Group complies and will continue to comply to the fullest extent with current and future anti-
bribery legislation.
We will endeavour to ensure that no employee acts in a manner that would in any way contravene
these principles. The Group will take the appropriate disciplinary action concerning any
contravention.
Community Policy
The Group's aim is to have a positive impact on the people, cultures and communities in which it
operates. It will be respectful of local people, their values, traditions, culture and the environment.
The Group will also strive to ensure that surrounding communities are informed of, and where
possible, involved in, developments which affect them, throughout the life cycle of our operations.
It will undertake social investment initiatives in the areas of need where we can make a practical
and meaningful contribution.
Labour Policy
The Group is committed to upholding fundamental human rights and, accordingly, we seek to
ensure the implementation of fair employment practices. The Group will also commit to creating
workplaces free of harassment and unfair discrimination.
Health and Safety Policy
The Group is committed to complying with all relevant occupational health and safety laws,
regulations and standards. In the absence thereof, standards reflecting best practice will be
adopted.
12
Directors
On 09 January 2020 Alan Clegg, Martin Rosser and James Bunyan all resigned as directors of the
Company and a new Board was constituted. Other than Dr Nigel Burton, who was appointed on 16
September 2019, all of the Board were appointed with effect from 09 January 2020.
DAVID NICHOLL. Non-Executive Chairman
David is an internationally experienced and proven technology leader in Industrial Internet of
Things (“IIoT”) energy management and connected lighting, who has led significant international
businesses as President and CEO for Philips Lighting (UK and Ireland), Rockwell Automation (UK
and Ireland) and Schneider Electric (Sweden and Romania). He is currently Executive Vice
President, Northern Europe, of ABB’s Electrification Business division. David has an MBA and a
degree in electronic engineering and physics.
HARVEY SINCLAIR. Chief Executive Officer
Harvey co-founded eLight and is a proven technology entrepreneur, who has achieved a number of
successful exits of business over the last 15 years across a variety of different sectors; Software,
Internet, ecommerce and in the Hospitality sector. In 2000, Harvey founded The Hot Group Plc
(THG), which listed on AIM in 2002 and which he led on a successful consolidation of the online
recruitment market, through a buy and build strategy, before leading the sale to Trinity Mirror in
2006. Harvey was investment director for Scottish Enterprise at Design LED between 2015 and
2019.
RIC WILLIAMS. Chief Financial Officer
Ric was an audit and corporate finance partner with Deloitte from 2002 – 2009 and led their
London Capital Markets practice helping international companies to list on AIM and the Main
Market. He was CFO and then CEO of EQPaymaster, the Pension Administration, payroll and
software division of Equiniti Group plc, from 2013-2019 and the Deputy Group CFO at Waterlogic,
having joined them to list on AIM, from 2011-2012. Prior to joining Deloitte, Ric had joined Arthur
Andersen after leaving university in 1988, trained as a chartered accountant and made partner in
1999.
DR NIGEL BURTON. Independent Non-Executive Director
Following over 14 years as an investment banker at leading City institutions including UBS
Warburg and Deutsche Bank, including as the Managing Director responsible for the energy and
utilities industries, Nigel spent 15 years as Chief Financial Officer or Chief Executive Officer of a
number of private and public companies. In addition to the Company, Nigel is currently a Non-
Executive Director of several AIM listed companies including Remote Monitored Systems plc,
Digitalbox plc and Regency Mines plc.
ANDREW LAWLEY. Independent Non-Executive Director
Andrew is an experienced private equity investor and senior strategy leader specialising in
supporting businesses through periods of significant scaling, transformation and M&A. Andrew is a
qualified accountant and, after several roles in corporate finance and corporate recovery with PwC
and Grant Thornton, focussed on private equity as a Managing Director of the RBS Special
Opportunities Fund LLP, an off balance sheet fund. In 2012 Andrew joined Dixons Retail Group plc
as Group Strategy Director to lead strategy and M&A. Andrew played a leading role in the merger
with Carphone Warehouse plc, subsequently becoming integration director and interim CEO.
13
INDEPENDENT AUDITOR’S REPORT TO THE
MEMBERS OF EENERGY GROUP PLC
Opinion
We have audited the financial statements of eEnergy Group Plc (the ‘parent company’) and its subsidiaries (the ‘group’)
for the year ended 31 December 2019 which comprise: the Consolidated Statement of Comprehensive Income, the
Consolidated and Company Balance Sheets, the Consolidated and Company Statements of Cash Flows, the Consolidated
and Company Statements of Changes in Equity and notes to the financial statements, including a summary of significant
accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and
International Financial Reporting Standards (IFRSs) as adopted by the European Union and, as regards the parent
company financial statements, as applied in accordance with the provisions of the Companies Act 2006.
In our opinion:
•
•
•
•
the financial statements give a true and fair view of the state of the group’s and of the parent company’s affairs
as at 31 December 2019 and of the group’s and parent company’s loss for the year then ended;
the group financial statements have been properly prepared in accordance with IFRSs as adopted by the
European Union;
the parent company financial statements have been properly prepared in accordance with IFRSs as adopted by
the European Union and as applied in accordance with the provisions of the Companies Act 2006; and
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial
statements section of our report. We are independent of the group and parent company in accordance with the ethical
requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as
applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Emphasis of matter
We draw attention to note 2.4 of the financial statements, as well as the disclosures made in the ‘Risks and uncertainties’
section within the Strategic Report, which describe the group’s assessment of the COVID-19 impact on its ability to
continue as a going concern. The group has explained that the events arising from the COVID-19 outbreak do not impact
its use of the going concern basis of preparation nor do they cast significant doubt about the group’s ability to continue as
a going concern for a period of at least twelve months from the date when the financial statements are authorised for
issue.
Our opinion is not modified in this respect.
Conclusions relating to going concern
We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to
you where:
•
•
the directors’ use of the going concern basis of accounting in the preparation of the financial statements is not
appropriate; or
the directors have not disclosed in the financial statements any identified material uncertainties that may cast
significant doubt about the company’s ability to continue to adopt the going concern basis of accounting for a
period of at least twelve months from the date when the financial statements are authorised for issue.
Our application of materiality
Materiality 2019
Basis for materiality
Group £44,000
5% of loss before tax
Parent company £39,000
5% of loss before tax
14
The group and company do not hold significant asset balances and remain loss making therefore loss before tax is
considered to be the key driver and most significant determinant of the group’s and company’s performance by
shareholders.
Whilst materiality for the group financial statements as a whole was set at £44,000, materiality for the significant
components was set between £39,000 and £5,500 with performance materiality set at 75%. We applied the concept of
materiality both in planning and performing our audit, and in evaluating the effect of misstatements.
We agreed with the audit committee that we would report to the committee all audit differences identified during the
course of our audit in excess of £2,200 for the group.
An overview of the scope of our audit
In designing our audit, we determined materiality and assessed the risk of material misstatement in the financial
statements. In particular, we considered areas requiring the directors to make subjective judgements, for example in the
consideration of future events that are inherently uncertain. We also addressed the risk of management override of
internal controls, including evaluating whether there was evidence of bias by the directors that represented a risk of
material misstatement due to fraud.
An audit was performed on the financial information of the group’s significant operating components which, for the year
ended 31 December 2019, were located in the United Kingdom only.
Key audit matters
We have determined that there are no key audit matters to communicate in our report.
Other information
The other information comprises the information included in the annual report, other than the financial statements and
our auditor’s report thereon. The directors are responsible for the other information. Our opinion on the group and parent
company financial statements does not cover the other information and, except to the extent otherwise explicitly stated
in our report, we do not express any form of assurance conclusion thereon. In connection with our audit of the financial
statements, our responsibility is to read the other information and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be
materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to
determine whether there is a material misstatement in the financial statements or a material misstatement of the other
information. If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
•
•
the information given in the strategic report and the directors’ report for the financial year for which the
financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors’ report have been prepared in accordance with applicable legal
requirements.
15
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and their environment obtained in
the course of the audit, we have not identified material misstatements in the strategic report or the directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to
report to you if, in our opinion:
•
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have
not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
•
certain disclosures of directors’ remuneration specified by law are not made; or
•
• we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Statement of Directors’ Responsibilities, the directors are responsible for the preparation
of the group and parent company financial statements and for being satisfied that they give a true and fair view, and for
such internal control as the directors determine is necessary to enable the preparation of financial statements that are
free from material misstatement, whether due to fraud or error.
In preparing the group and parent company financial statements, the directors are responsible for assessing the group’s
and the parent company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent
company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs
(UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting
Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies
Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are
required to state to them in an auditor’s 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 and the company's members as a body, for our
audit work, for this report, or for the opinions we have formed.
David Thompson (Senior Statutory Auditor)
For and on behalf of PKF Littlejohn LLP
Statutory Auditor
29 June 2020
15 Westferry Circus
Canary Wharf
London E14 4HD
16
Financial Statements
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
As at 31 December 2019
Financial Statements
CONSOLIDATED PROFIT AND LOSS
Note
2019
£’000
2018
£’000
Continuing operations
Revenue
Gross profit
Administrative expenses
Costs associated with reverse takeover
Research and development expenses
Operating loss
Finance income
Finance costs
Loss before taxation
Income tax
Loss for the year from continuing operations
Discontinued operation
Profit / (loss) from discontinued operation
Total loss for the year attributable to equity holders of the
parent
Other comprehensive income
Total comprehensive loss for the year attributable to equity
holders of the parent
4
8
9
-
-
(474)
(332)
-
(806)
-
-
(806)
-
(806)
-
-
(358)
-
-
(358)
1
-
(357)
-
(357)
191
(156)
(615)
(513)
-
-
(615)
(513)
Basic and diluted loss per share from continuing operations
(p)
Basic and diluted gain / (loss) per share from discontinued
operations (p)
10
10
(0.03)p
(0.02)p
0.01p
(0.01)p
The accompanying notes on pages 27 to 48 form part of these financial statements.
17
Financial Statements
CONSOLIDATED BALANCE SHEET
As at 31 December 2019
Assets
Trade and other receivables
Cash and cash equivalents
Total current assets
Total assets
Equity attributable to owners of the parent
Issued share capital
Share premium
Accumulated losses
Total equity
Liabilities
Trade and other payables
Total current liabilities
Total liabilities
Total equity and liabilities
Note
12
13
14
14
15
2019
£’000
2018
£’000
106
101
207
207
33
441
474
474
15,376
14,468
15,352
14,044
(29,926)
(29,323)
(82)
289
289
289
207
73
401
401
401
474
The accompanying notes on pages 27 to 48 form part of these financial statements.
These financial statements were approved by the Board of Directors and authorised for issue on 29 June
2020 and were signed on their behalf:
______________________________
RM Williams
Director
18
Financial Statements
COMPANY BALANCE SHEET
Company number 5357433 in England and Wales
As at 31 December 2019
Assets
Trade and other receivables
Cash and cash equivalents
Total current assets
Total assets
Equity attributable to owners of the parent
Issued share capital
Share premium
Accumulated losses
Total equity
Liabilities
Trade and other payables
Total current liabilities
Total liabilities
Total equity and liabilities
Note
12
13
14
14
15
2019
£’000
2018
£’000
106
101
207
207
32
441
473
473
15,376
14,468
15,352
14,044
(29,926)
(29,023)
(82)
373
289
289
289
207
100
100
100
473
A separate income statement for the parent company has not been presented, as permitted by section 408 of
the Companies Act 2006. The Company’s loss for the year was £914,994 (2018: £551,609).
The accompanying notes on pages 27 to 48 form part of these financial statements.
These financial statements were approved by the Board of Directors and authorised for issue on xx June 2020
and were signed on their behalf:
______________________________
RM Williams
Director
19
Financial Statements
STATEMENTS OF CASHFLOWS
For the year ended 31 December 2019
Group
2019
£’000
2018
£’000
Company
2019
£’000
2018
£’000
Note
Cash flow from operating activities
Operating loss – continuing
operations
(Increase)/decrease in trade and
other receivables
(Decrease)/increase in trade and
other payables
Increase in provisions
Share option charge
Inter-company recharge
Net cash outflow from operating
activities
Cash flow from investing activities
Amounts remitted to subsidiaries
Interest received
Net cash inflow / (outflow) from
investing activities
Cash flows from financing activities
Proceeds from the issue of share
capital, net of issue costs
Net cash inflow from financing
activities
Net decrease in cash and cash
equivalents
Cash and cash equivalents at the
beginning of the period
Cash and cash equivalents at the end
of the period
13
(615)
(513)
(915)
(553)
(73)
4
(113)
(102)
-
2
-
-
56
-
(74)
187
-
2
121
5
(63)
194
56
(10)
(800)
(555)
(679)
(371)
-
-
-
460
460
-
1
1
-
-
(121)
(184)
-
1
(121)
(183)
460
460
-
-
(340)
(554)
(340)
(554)
441
101
995
441
441
101
995
441
The accompanying notes on pages 27 to 48 form part of these financial statements.
20
Financial Statements
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2019
At 1 January 2018
Loss for the year
Total comprehensive loss for the year
attributable to equity holders of the parent
Share option and warrant costs
Total transaction with owners
Share
Capital
£’000
Share
Premium
£’000
Accumulated
Losses
£’000
15,352
14,044
(28,866)
-
-
-
-
-
-
-
-
(513)
56
56
(513)
(513)
At 31 December 2018
15,352
14,044
(29,323)
At 1 January 2019
Loss for the year
Total comprehensive loss for the year
attributable to equity holders of the parent
Share option and warrant costs
Shares issued during the year
Cost of share issue
Total transaction with owners
15,352
14,044
(29,323)
-
-
-
24
-
24
-
-
-
475
(51)
424
(615)
(615)
12
-
-
12
Balance at 31 December 2019
15,376
14,468
(29,926)
The accompanying notes on pages 27 to 48 form part of these financial statements.
Total
Equity
£’000
530
(513)
56
56
73
73
(615)
(615)
12
499
(51)
460
(82)
21
Financial Statements
COMPANY STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2019
At 1 January 2018
Loss for the year
Total comprehensive loss for the year
attributable to equity holders of the parent
Share option and warrant costs
Total transaction with owners
Share
Capital
£’000
Share
Premium
£’000
Accumulated
Losses
£’000
15,352
14,044
(28,527)
-
-
-
-
-
-
-
-
(552)
56
56
(552)
(552)
At 31 December 2018
15,352
14,044
(29,023)
At 1 January 2019
Loss for the year
Total comprehensive loss for the year
attributable to equity holders of the parent
Share option and warrant costs
Shares issued during the year
Cost of share issue
Total transaction with owners
15,352
14,044
(29,023)
-
-
-
24
-
24
-
-
-
475
(51)
24
(915)
(915)
12
-
-
12
Balance at 31 December 2019
15,376
14,468
(29,926)
The accompanying notes on pages 27 to 48 form part of these financial information.
Total
Equity
£’000
373
(552)
56
56
373
373
(915)
(915)
12
499
(51)
460
(82)
22
Financial Statements
NOTES TO THE FINANCIAL INFORMATION
For the year ended 31 December 2019
1
GENERAL INFORMATION
eEnergy Group plc (“the Company” or “EEG plc”) (formerly Alexander Mining plc) is a public limited company
with its shares traded on the AIM Market of the London Stock Exchange. eEnergy Group plc is a holding
company of a group of companies (the “Group”), the principal activities of which are the provision of energy
efficient LED lighting solutions to commercial clients in both Ireland and the United Kingdom, following the
acquisition of the eLight group of companies (“eLight”) on 9 January 2020. Prior to the acquisition of eLight
the Company had announced on 25 September 2019 that it was planning to dispose of it mineral processing
technology activities and become an AIM Rule 15 cash shell. Its mineral processing technology subsidiary,
Metaleach Limited, was disposed of simultaneously with the acquisition of eLight on 9 January 2020.
These financial statements do not reflect any of the activities of eLight.
The Company is incorporated and domiciled in England and Wales with its registered office at Salisbury
House, London Wall, London, England, EC2M 5PS. The Company’s registered number is 05357433.
These consolidated financial statements were approved for issue by the Board of Directors on 29 June 2020.
2
ACCOUNTING POLICIES
IAS 8 requires that management shall use its judgement in developing and applying accounting policies that
result in information which is relevant to the economic decision-making needs of users, that are reliable, free
from bias, prudent, complete and represent faithfully the financial position, financial performance and cash
flows of the entity.
2.1
Basis of preparation
The financial statements have been prepared in accordance with International Financial Reporting Standards
(“IFRS”) and IFRS Interpretations Committee (“IFRS IC”) as adopted by the European Union and the
Companies Act 2006 applicable to companies reporting under IFRS.
The financial statements have been prepared under the historical cost convention.
The preparation of financial statements in conformity with IFRS requires management to make judgements,
estimates and assumptions that affect the application of policies and reported amounts in the financial
statements. The areas involving a higher degree of judgment or complexity, or areas where assumptions or
estimates are significant to the financial statements, are disclosed in note 2.14.
The principal accounting policies are set out below and have, unless otherwise stated, been applied
consistently in the financial statements. The consolidated financial statements are prepared in Pounds
Sterling, which is the Group’s functional and presentation currency, and presented to the nearest £’000.
2.2
New standards, amendments and interpretations
The Group and parent Company have adopted all of the new and amended standards and interpretations
issued by the International Accounting Standards Board that are relevant to its operations and effective for
accounting periods commencing on or after 1 January 2019.
2.3
New standards and interpretations not yet adopted
The following new standards and amendments to standards and interpretations are effective for annual
periods beginning after 1 January 2019 and have been applied in preparing these financial statements. None
have had a significant effect on the financial statements of the Group and Company.
IFRS 16 “Leases”
Annual improvements to IFRS 2015-2017 Cycle
IFRIC 23 “Uncertainty over income tax treatments”
2.4
Going concern
The financial information has been prepared on a going concern basis, which assumes that the Group and
Company will continue in operational existence for the foreseeable future. In assessing whether the going
concern assumption is appropriate, the Directors have taken into account all relevant information about the
current and future position of the Group and Company, including the current level of resources and the ability
23
Financial Statements
NOTES TO THE FINANCIAL INFORMATION
For the year ended 31 December 2019
to trade within the terms and covenants of its loan facility over the going concern period of at least 12 months
from the date of approval of the financial statements. Subsequent to year end, the Company completed the
acquisition of eLight and in conjunction with the acquisition, raised net proceeds of £1.34m. The eEnergy
group meets its working capital requirements from its cash and cash equivalents and its loan facility, which is
secured by a debenture over the trading subsidiaries and assets of eLight.
The directors note that COVID-19 has had a significant negative impact on the global economy and has
resulted in the Group’s clients and prospects delaying orders. Since the lockdown restrictions started to be
lifted the Group has seen a strong rebound of orders and the directors expect the Group to trade strongly
over the foreseeable future. Having prepared budgets and cash flow forecasts covering the going concern
period which have been stress tested for the negative impact of possible scenarios from COVID-19, the
Directors believe the Group has sufficient resources to meet its obligations for a period of at least 12 months
from the date of approval of these financial statements. Discretionary expenditure will be curtailed, if
necessary, in order to preserve cash for working capital purposes and ensure compliance with covenants.
Taking these matters into consideration, the Directors consider that the continued adoption of the going
concern basis is appropriate having prepared cash flow forecasts for the coming 18 months. The financial
statements do not reflect any adjustments that would be required if they were to be prepared on a non going
concern basis.
2.5
Basis of consolidation
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group
controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with
the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully
consolidated from the date on which control is transferred to the Group. They are deconsolidated from the
date that control ceases.
The Group applies the acquisition method to account for business combinations. The consideration
transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred
to the former owners of the acquiree and the equity interests issued by the Group. The consideration
transferred includes the fair value of any asset or liability resulting from a contingent consideration
arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business
combination are measured initially at their fair values at the acquisition date. The Group recognises any non-
controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the non-
controlling interest’s proportionate share of the recognised amounts of acquiree’s identifiable net assets.
Acquisition-related costs are expensed as incurred.
Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition
date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or
liability is recognised either in profit or loss or as a change to other comprehensive income. Contingent
consideration that is classified as equity is not re-measured, and its subsequent settlement is accounted for
within equity.
Inter-company transactions, balances and unrealised gains on transactions between group companies are
eliminated. Unrealised losses are also eliminated.
2.6
(i)
Foreign currency translation
Functional and presentation currency
Items included in the individual financial statements of each of the Group’s entities are measured using the
currency of the primary economic environment in which the entity operates (‘the functional currency’). The
consolidated financial statements are presented in £ Sterling, which is the Company’s presentation and
functional currency. The individual financial statements of each of the Company’s wholly owned subsidiaries
are prepared in the currency of the primary economic environment in which it operates (its functional
currency). IAS 21 The Effects of Changes in Foreign Exchange Rates requires that assets and liabilities be
translated using the exchange rate at period end, and income, expenses and cash flow items are translated
using the rate that approximates the exchange rates at the dates of the transactions (i.e. the average rate for
24
Financial Statements
NOTES TO THE FINANCIAL INFORMATION
For the year ended 31 December 2019
the period). The foreign exchange differences on translation is recognised in other comprehensive income
(loss).
(ii)
Transactions and balances
Transactions denominated in a foreign currency are translated into the functional currency at the exchange
rate at the date of the transaction. Assets and liabilities in foreign currencies are translated to the functional
currency at rates of exchange ruling at balance date. Gains or losses arising from settlement of transactions
and from translation at period-end exchange rates of monetary assets and liabilities denominated in foreign
currencies are recognised in the income statement for the period.
(iii) Group companies
The results and financial position of all the Group entities that have a functional currency different from the
presentation currency are translated into the presentation currency as follows:
-
-
-
assets and liabilities for each balance sheet presented are translated at the closing rate at the date
of the balance sheet;
income and expenses for each income statement are translated at the average exchange rate; and
all resulting exchange differences are recognised as a separate component of equity.
On consolidation, exchange differences arising from the translation of the net investment in foreign
operations are taken to shareholders’ equity. When a foreign operation is partially disposed or sold, exchange
differences that were recorded in equity are recognised in the income statement as part of the gain or loss on
sale.
2.7
Discontinued operations
A discontinued operation is a component of the Group that has been disposed of or is classified as held for
sale and that represents a separate major line of business or geographical area of operations, is part of a single
co-ordinated plan to dispose of such a line of business or area of operations, or is a subsidiary acquired
exclusively with a view to resale. The results of discontinued operations are presented separately on the face
of the statement of profit or loss and other comprehensive income.
2.8
Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision makers. The chief operating decision maker, who are responsible for allocating resources
and assessing performance of the operating segments, has been identified as the executive Board of
Directors.
25
Financial Statements
NOTES TO THE FINANCIAL INFORMATION
For the year ended 31 December 2019
2.9
Impairment of non-financial assets
Non-financial assets and intangible assets not subject to amortisation are tested annually for impairment at
each reporting date and whenever events or changes in circumstances indicate that the carrying amount may
not be recoverable.
An impairment review is based on discounted future cash flows. If the expected discounted future cash flow
from the use of the assets and their eventual disposal is less than the carrying amount of the assets, an
impairment loss is recognised in profit or loss and not subsequently reversed.
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are largely
independent cash flows (cash generating units or ‘CGUs’).
2.10
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand, and demand deposits with banks and other
financial institutions and bank overdrafts.
2.11
Financial instruments
IFRS 9 requires an entity to address the classification, measurement and recognition of financial assets and
liabilities.
a) Classification
The Group classifies its financial assets in the following measurement categories:
• those to be measured at amortised cost.
The classification depends on the Group’s business model for managing the financial assets and the
contractual terms of the cash flows.
The Group classifies financial assets as at amortised cost only if both of the following criteria are met:
• the asset is held within a business model whose objective is to collect contractual cash flows; and
• the contractual terms give rise to cash flows that are solely payment of principal and interest.
b) Recognition
Purchases and sales of financial assets are recognised on trade date (that is, the date on which the Group
commits to purchase or sell the asset). Financial assets are derecognised when the rights to receive cash flows
from the financial assets have expired or have been transferred and the Group has transferred substantially
all the risks and rewards of ownership.
c) Measurement
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset
not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition
of the financial asset.
Transaction costs of financial assets carried at FVPL are expensed in profit or loss.
Debt instruments
Amortised cost: Assets that are held for collection of contractual cash flows, where those cash flows
represent solely payments of principal and interest, are measured at amortised cost. Interest income from
these financial assets is included in finance income using the effective interest rate method. Any gain or loss
arising on derecognition is recognised directly in profit or loss and presented in other gains/(losses) together
with foreign exchange gains and losses. Impairment losses are presented as a separate line item in the
statement of profit or loss.
26
Financial Statements
NOTES TO THE FINANCIAL INFORMATION
For the year ended 31 December 2019
d) Impairment
The Group assesses, on a forward looking basis, the expected credit losses associated with any debt
instruments carried at amortised cost. The impairment methodology applied depends on whether there has
been a significant increase in credit risk. For trade receivables, the Group applies the simplified approach
permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the
receivables.
2.12
Equity
Share capital is determined using the nominal value of shares that have been issued.
The Share premium account includes any premiums received on the initial issuing of the share capital. Any
transaction costs associated with the issuing of shares are deducted from the Share premium account, net of
any related income tax benefits.
Retained losses includes all current and prior period results as disclosed in the income statement.
2.13
Taxation
Taxation comprises current and deferred tax.
Current tax is based on taxable profit or loss for the period. Taxable profit or loss differs from profit or loss as
reported in the income statement because it excludes items of income and expense that are taxable or
deductible in other years and it further excludes items that are never taxable or deductible. The asset or
liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the
balance sheet date.
Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the
financial information and the corresponding tax bases used in the computation of taxable profit, and is
accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all
taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that
taxable profits will be available against which deductible temporary differences can be utilised. Such assets
and liabilities are not recognised if the temporary difference arises from initial recognition of goodwill or from
the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that
affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in
subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the
reversal of the temporary difference and it is probable that the temporary difference will not reverse in the
foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent
that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to
be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled
or the asset realised. Deferred tax is charged or credited to profit or loss, except when it relates to items
charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax
assets against current tax liabilities and when they relate to income taxes levied by the same taxation
authority and the Group intends to settle its current tax assets and liabilities on a net basis.
27
Financial Statements
NOTES TO THE FINANCIAL INFORMATION
For the year ended 31 December 2019
2.14
Critical accounting judgements and key sources of estimation uncertainty
In the process of applying the entity’s accounting policies, management makes estimates and assumptions
that have an effect on the amounts recognised in the financial information. Although these estimates are
based on management’s best knowledge of current events and actions, actual results may ultimately differ
from those estimates. The following is the critical judgement the directors have made in the process of
applying the Group’s accounting policies.
There are no critical accounting judgements or key sources of estimation uncertainty applicable to these
financial statements.
3.
SEGMENT REPORTING
The following information is given about the Group’s reportable segments:
The Chief Operating Decision Maker is the Board of Directors. The Board reviews the Group’s internal
reporting in order to assess performance of the Group. Management has determined the operating segment
based on the reports reviewed by the Board.
The Board considers that there is only one operating segment. This incorporates similar activities and
services, namely the Head Office, including the development and management of intellectual property rights.
The analysis has been prepared on the basis that prevailed and was reported to the Board until 31 December
2019.
This segment is not sub-divided to different geographical regions due to its knowledge and services were
being offered to a broad geographical spread of clients, often indirectly through multinational groups.
As the Group has only a single activity and there is also only one geographical segment, the disclosure for this
segment has already been given in these financial statements.
4.
OPERATING LOSS
Operating loss from continued operations is stated after charging / crediting:
Exchange (gain) / loss on foreign currency
Operating lease expense
Share option charge
Costs associated with reverse takeover
Research and development expenses
Reclassification of research and development expenses
to
discontinued operations
2019
£’000
1
-
2
332
-
-
2018
£’000
1
14
40
-
141
(141)
28
Financial Statements
NOTES TO THE FINANCIAL INFORMATION
For the year ended 31 December 2019
5.
AUDITORS REMUNERATION
Fees payable to the Company’s auditor for the audit of parent
company and consolidated financial statements
Tax compliance services
Corporate finance fees
2019
£’000
2018
£’000
15
-
60
75
23
3
-
26
6.
STAFF COSTS AND DIRECTORS’ EMOLUMENTS
Directors’ remuneration for the Group and the Company is the same and is set out below:
Short
term
benefits –
salary &
fees
£’000
IFRS 2
options
charge
£’000
Termination
Payment
£’000
Total
£’000
2019
M L Rosser
J S Bunyan
A M Clegg
Dr N J Burton – appointed 16 September 2019
2018
M L Rosser
J S Bunyan
A M Clegg
110
13
11
4
138
10
10
10
30
-
-
-
-
-
12
8
9
29
The aggregate staff costs for the year were as follows:
Directors remuneration
Other staff wages and salaries
Social security costs
IFRS 2 charges for share options granted
Group
Company
2019
£’000
168
40
4
-
2018
£’000
30
40
4
35
212
109
2019
£’000
168
40
4
-
212
On average, excluding non-executive directors, the Group and Company employed 1 technical staff
members (2018: 2) and 5 administration staff member (2018: 1).
30
140
-
-
-
13
11
4
30
168
-
-
-
-
22
18
19
59
2018
£’000
30
28
4
30
92
29
Financial Statements
NOTES TO THE FINANCIAL INFORMATION
For the year ended 31 December 2019
7.
FINANCE INCOME
Interest on short term bank deposits
8.
TAXATION
No liability to incomes taxes arise in the year.
2019
£’000
2018
£’000
-
-
1
1
The current tax for the year differs from the loss before tax at a standard rate of corporation tax in the UK.
The differences are explained below:
Loss per financial statements
Reclassification of expenses to discontinued operations
Current tax at 19% (2018: 19%)
Effects of:
Expenses not deductible for tax purposes
Unrelieved tax losses arising in the year
Income tax (charge) / credit for the year
2019
£’000
(615)
-
(615)
(117)
63
54
-
2018
£’000
(513)
156
(357)
(68)
29
39
-
Deferred tax assets carried forward have not been recognised in the accounts because there is currently
insufficient evidence of the timing of suitable future taxable profits against which they can be recovered. The
tax losses amount to £8.7m (2018: £8.5m).
30
Financial Statements
NOTES TO THE FINANCIAL INFORMATION
For the year ended 31 December 2019
9.
DISCONTINUED OPERATIONS
During the year, the Company entered into a disposal agreement with Qora Capital Limited, whereby Qora
agreed to pay £150,000 for the entire share capital of MetaLeach Limited upon receipt of approval from the
Company’s shareholders, which was received on 08 January 2020. Accordingly the disposal completed on 13
January 2020.
The results of the discontinued operations, which have been included in the profit and loss for the year
including the reclassification of the results from 2018 into discontinued operations were as follows:
Revenue
Expenses
Other income
Profit / (loss) before tax
Income tax expense
Profit / (loss) attributable to discontinued operations
2019
£’000
2018
£’000
-
(94)
285
191
-
191
-
(156)
-
(156)
-
(156)
During the year, Metaleach Limited contributed a net cashflow outflow of nil for the Group.
As at 31 December 2019, Metaleach Limited held no assets or liabilities.
10.
EARNINGS PER SHARE
The calculation of the basic and diluted earnings per share is calculated by dividing the profit or loss for the
year by the weighted average number of ordinary shares in issue during the period.
Loss for the year from continuing operations – £
(806,000)
(357,000)
Weighted number of ordinary shares in issue
3,039,691,687
1,888,730,149
Basic earnings per share from continuing
operations – pence
(0.03)p
(0.02)p
2019
2018
Gain / (loss) for the year from discontinued
operations – £
191,000
(156,000)
Weighted number of ordinary shares in issue
3,039,691,687
1,888,730,149
Basic earnings per share from discontinuing
operations – pence
0.01p
(0.01)p
There is no difference between the diluted loss per share and the basic loss per share presented. Share
options and warrants could potentially dilute basic earnings per share in the future, but were not included in
the calculation of diluted earnings per share as they are anti-dilutive for the year presented. See note 18 for
further details.
31
Financial Statements
NOTES TO THE FINANCIAL INFORMATION
For the year ended 31 December 2019
11.
INVESTMENT
Subsidiary undertakings – fully impaired
Company subsidiary undertakings
Group
Company
2019
£’000
-
2018
£’000
-
2019
£’000
-
2018
£’000
-
As at 31 December 2019, the Group owned interests in the following subsidiary undertakings, which are
included in the consolidated financial statements:
Name
MetaLeach Limited
Holding
100%
Business
Activity
Leaching
technology
development
Country of
Incorporation
British Virgin
Islands
Molinetes (BVI) Limited
100%
Dormant
British Virgin
Islands
Alexander Mining Katanga
s.p.r.l.
100%
Dormant
Democratic
Republic of Congo
Registered Address
Akara Building
24 De Castro Street,
Wickhams Cay, Road
Town Tortola, BVI
Akara Building
24 De Castro Street,
Wickhams Cay, Road
Town Tortola, BVI
No 12 Avenue Urundi,
Lubumbashi,
Democratic Republic
of Congo
12.
TRADE AND OTHER RECEIVABLES
Current assets
Other receivables
Other taxes and social security
Prepayments and accrued income
Group
2019
£’000
2018
£’000
Company
2019
£’000
2018
£’000
8
-
98
106
9
4
20
33
8
-
98
106
9
4
19
32
Amounts due to the Company from its subsidiary undertakings have been fully provided for as detailed in
note 22.
32
Financial Statements
NOTES TO THE FINANCIAL INFORMATION
For the year ended 31 December 2019
13.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of cash on hand and short term deposits held with banks with a A-1+ rating.
The carrying value of these approximates to their fair value. Cash and cash equivalents included in the cash
flow statement comprise the following balance sheet amounts.
Cash and cash equivalents
14.
SHARE CAPITAL
Group
Company
2019
£’000
101
2018
£’000
441
2019
£’000
101
2018
£’000
441
2019
2018
Issued and fully paid ordinary shares with a nominal value of
0.001p (2018: 0.1p)
Number of shares
Nominal value (£)
4,382,480,149
1,888,730,149
43,825
1,888,730
Issued and fully paid deferred shares with a nominal value of
0.001p (2018: 9.9p)
Number of shares
Nominal value (£)
Total nominal value (£)
1,533,251,050,551
135,986,542
15,332,510
15,376,335
13,462,667
15,351,397
Details of share options and warrants issued during the year and outstanding at 31 December 2019 are set
out in note 18.
33
Financial Statements
NOTES TO THE FINANCIAL INFORMATION
For the year ended 31 December 2019
Change in issued Share Capital and Share Premium:
For the year ended 31 December 2019
Number of
shares
Share
capital
Share premium
Ordinary shares
£’000
Balance at 1 January 2019
1,888,730,149
1,889
Subdivision of shares
special resolution *
following
-
(1,870)
Shares issued for cash at 0.02p
2,375,000,000
Shares issued in lieu of fees at 0.02p
118,750,000
23
1
Cost of share issue
£’000
14,044
452
23
(51)
Total
£’000
15,933
475
24
(51)
Balance at 31 December 2019
4,382,480,149
43
14,468
16,381
Deferred shares
Balance at 1 January 2019
Subdivision of shares
special resolution *
following
Balance at 31 December 2019
Number of shares
Deferred
share capital
135,986,542
1,533,115,064,00
9
1,533,251,050,55
1
£’000
13,463
1,870
15,333
* On 28 June 2019, special resolutions were passed whereby:
-
-
each of the issued ordinary shares of 0.1p each in the capital of the Company were subdivided into 1
ordinary share of 0.001p each and 99 deferred shares of 0.001p each; and
each of the issued deferred shares of 9.9p each in the capital of the Company be subdivided into
9,900 new deferred shares.
For the year ended 31 December 2018
Number of
shares Share capital
Ordinary shares
Balance at 1 January 2018
1,888,730,149
Balance at 31 December 2018
1,888,730,149
£’000
1,889
1,889
Deferred shares
Balance at 1 January 2018
Balance at 31 December 2018
Share
premium
£’000
14,044
14,044
Total
£’000
15,933
15,933
Number of
shares
Deferred
share capital
135,986,542
135,986,542
£’000
13,463
13,463
34
Financial Statements
NOTES TO THE FINANCIAL INFORMATION
For the year ended 31 December 2019
The deferred shares have no voting, dividend, or capital distribution (except on winding up) rights. They are
redeemable at the option of the Company alone.
The share premium represents the difference between the nominal value of the shares issued and the actual
amount subscribed less; the cost of issue of the shares, the value of the bonus share issue, or any bonus
warrant issue.
Capital and reserves
The Group and Company statements of changes in equity are set out on pages 25 and 26 of this report.
15.
TRADE AND OTHER PAYABLES
Current liabilities
Trade payables
Other taxes and social security
Accruals and deferred income
Group
2019
£’000
2018
£’000
Company
2019
£’000
2018
£’000
38
-
251
289
48
1
352
401
38
-
251
289
48
1
51
100
Accruals and deferred income included £90,568 (2018: £300,728) owed to directors and former directors of
the Company (see Note 22) and £808 (2018: £16,192) owed to senior staff members, in respect of directors’
fees or remuneration. In terms of subordination agreements signed in August 2014 between the Company
and the individuals concerned, these and similarly remaining future balances may not be claimed for payment
at any time when the Group’s third party creditor liabilities exceed its cash or liquid assets.
Fee deferral agreements signed between the Company and the directors on 14 March 2018 deferred
amounts owed to directors totalling £304,593, which may not be claimed for payment before 1 July 2019. A
fee deferral agreement signed between the Company and a former director of the Company on 1 March 2019
deferred amounts owed to the former director totalling £284,064, which may not be claimed for payment
before 1 July 2020. Subsequently, the fees owing referred to above were waived during the year.
16.
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
Capital Risk Management
The Company manages its capital to ensure that entities in the Group will be able to continue as a going
concern while maximising the return to stakeholders. The overall strategy of the Company and the Group is
to minimise costs and liquidity risk.
The capital structure of the Group consists of equity attributable to equity holders of the parent, comprising
issued share capital, foreign exchange reserves and retained earnings as disclosed in the Consolidated
Statement of Changes of Equity.
The Group is exposed to a number of risks through its normal operations, the most significant of which are
interest, credit, foreign exchange, commodity and liquidity risks. The management of these risks is vested to
the Board of Directors.
The sensitivity has been prepared assuming the liability outstanding was outstanding for the whole period. In
all cases presented, a negative number in profit and loss represents an increase in finance expense / decrease
in interest income.
35
Financial Statements
NOTES TO THE FINANCIAL INFORMATION
For the year ended 31 December 2019
Credit Risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails
to meet its contractual obligations and arises principally from the Group’s receivables from customers.
Indicators that there is no reasonable expectation of recovery include, amongst others, failure to make
contractual payments for a period of greater than 120 days past due.
The carrying amount of financial assets represents the maximum credit exposure.
The principal financial assets of the Company and Group are bank balances and trade receivables. The Group
deposits surplus liquid funds with counterparty banks that have high credit ratings and the Directors consider
the credit risk to be minimal.
The Group’s maximum exposure to credit by class of individual financial instrument is shown in the table
below:
2019
Carrying
Value
£’000
101
-
101
2019
Carrying
Value
£’000
101
-
101
2019
2018
2018
Maximum
Exposure
£’000
Carrying
Value
£’000
Maximum
Exposure
£’000
101
-
101
441
-
441
441
-
441
2019
2018
2018
Maximum
Exposure
£’000
Carrying
Value
£’000
Maximum
Exposure
£’000
101
-
101
441
-
441
441
-
441
Group
Cash and cash equivalents
Trade receivables
Company
Cash and cash equivalents
Trade receivables
Currency Risk
The Group operates in a global market with income and costs possibly arising in a number of currencies and
is exposed to foreign currency risk arising from commercial transactions, translation of assets and liabilities
and net investment in foreign subsidiaries. Exposure to commercial transactions arise from sales or purchases
by operating companies in currencies other than the Companies’ functional currency. Currency exposures
are reviewed regularly.
The Group has a limited level of exposure to foreign exchange risk through their foreign currency
denominated cash balances and a portion of the Group’s costs being incurred in US Dollars, Australian Dollars
and New Zealand Dollars. Accordingly, movements in the Sterling exchange rate against these currencies
could have a detrimental effect on the Group’s results and financial condition. Such changes are not
considered likely to have a material effect on the Group’s financial position at 31 December 2019.
36
Financial Statements
NOTES TO THE FINANCIAL INFORMATION
For the year ended 31 December 2019
Currency risk is managed by maintaining some cash deposits in currencies other than Sterling. The table
below shows the currency profiles of cash and cash equivalents:
Cash and cash equivalents
Sterling
US Dollars
Australian Dollars
2019
£’000
2018
£’000
100
1
-
101
439
2
-
441
The table below shows an analysis of the currency of the net monetary asset and liabilities in the Sterling
functional currency of the Group:
Balance denominated in
Sterling
US dollars
Australian dollars
New Zealand dollars
Liquidity Risk
2019
£’000
(181)
1
-
-
(180)
2018
£’000
387
2
(52)
(284)
53
Liquidity risk is the risk that the group will encounter difficulty in meeting the obligations associated with its
financial liabilities that are settled by delivering cash or another financial asset. The Group’s approach to
managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when
they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking
damage to the group’s reputation.
The Group seeks to manage liquidity risk by regularly reviewing cash flow budgets and forecasts to ensure
that sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably.
The Group deems there is sufficient liquidity for the foreseeable future.
The Group had cash and cash equivalents at period end as below:
Cash and cash equivalents
2019
£’000
101
2018
£’000
441
37
Financial Statements
NOTES TO THE FINANCIAL INFORMATION
For the year ended 31 December 2019
The table below sets out the maturity profile of the financial liabilities at 31 December:
Due in less than one month
Due between one and three months
Due between three months and one year
Group
Company
2019
£’000
289
-
-
289
2018
£’000
54
6
341
401
2019
£’000
289
-
-
289
2018
£’000
53
6
41
100
Interest Rate Risk
The Group is exposed to interest rate risk whereby the risk can be a reduction of interest received on cash
surpluses held and an increase in interest on borrowings the Group may have. The maximum exposure to
interest rate risk at the reporting date by class of financial asset was:
Bank balances
2019
£’000
101
2018
£’000
441
Given the extremely low interest rate environment on bank balances, any probable movement in interest
rates would have an immaterial effect.
17.
FINANCIAL ASSETS AND FINANCIAL LIABILITIES
2019 - GROUP
Financial assets / liabilities
Trade and other receivables
Cash and cash equivalents
Trade and other payables
Financial assets
at amortised
cost
Financial
liabilities at
amortised cost
Total
£’000
£’000
£’000
-
8
101
-
109
-
-
-
(289)
(289)
-
8
101
(289)
(180)
38
Financial Statements
NOTES TO THE FINANCIAL INFORMATION
For the year ended 31 December 2019
2018 - GROUP
Financial assets / liabilities
Fair value assets through profit
or loss
Trade and other receivables
Cash and cash equivalents
Trade and other payables
2019 - COMPANY
Financial assets / liabilities
Trade and other receivables
Cash and cash equivalents
Trade and other payables
2018 - COMPANY
Financial assets / liabilities
Fair value assets through profit
or loss
Trade and other receivables
Cash and cash equivalents
Trade and other payables
Financial assets
at amortised
cost
Financial
liabilities at
amortised cost
Total
£’000
£’000
£’000
-
13
441
-
454
-
-
-
(401)
(401)
Financial assets
at amortised
cost
Financial
liabilities at
amortised cost
-
13
441
(401)
53
Total
£’000
£’000
£’000
-
8
101
-
109
-
-
-
(289)
(289)
Financial assets
at amortised
cost
Financial
liabilities at
amortised cost
-
8
101
(289)
(180)
Total
£’000
£’000
£’000
-
13
441
-
454
-
-
-
(101)
(101)
-
13
441
(101)
353
18.
SHARE BASED PAYMENTS AND SHARE OPTIONS
(i) Executive Share Option Plan
The Group operates an Executive Share Option Plan, under which directors, senior executives and
consultants have been granted options to subscribe for ordinary shares. All options are share settled.
The fair value of services received in return for share options granted is measured by reference to the fair
value of the share options granted. This estimate is based on the Black-Scholes model which is considered
most appropriate considering the effects of vesting conditions, expected exercise period and the payment of
dividends by the Company.
39
Financial Statements
NOTES TO THE FINANCIAL INFORMATION
For the year ended 31 December 2019
On 22 December 2010, 12,900,000 share options were granted exercisable at 4.92 pence with an expiry date
of 10 years from grant.
On 29 July 2016 43,300,000 share options were granted. One third of the options granted vest on each of the
1st, 2nd and 3rd anniversary and do not have any other vesting conditions.
On 23 May 2018 94,000,000 share options were granted. All options granted vested immediately.
On 1 July 2018, 4,000,000 share options were granted. All the options granted vested immediately.
(ii) Other share options or warrants
On 2 October 2015 the Company granted 34,999,998 warrants to subscribers to a 105,000,000 share placing
as a 1 to 3 warrant to placing share issue, exercisable at 0.45 pence until 8 October 2019 – the subscriber
warrants. These warrants lapsed during the year with no warrant being exercised in the same period.
On 2 October 2015 the Company granted 7,359,375 warrants to JIM Nominees Ltd exercisable at 0.4 pence
until 8 October 2019, for broker services. These warrants lapsed during the year with no warrant being
exercised in the same period.
On 22 November 2017, the Company issued 400,000,000 new shares of 0.01p each for cash at 0.15p each to
raise £600,000 (gross). In connection with that placing, the Company issued 200,000,000 warrants to the
placees on the basis of one warrant for every two Ordinary shares subscribed pursuant to the placing, valid
for 2 years to subscribe for ordinary shares at 0.225p per share – the subscriber warrants. This is not a share
based payment and therefore this is recorded directly in equity. In addition the Company also issued
40,000,000 warrants, for broker services, to JIM Nominees Limited as nominee for Turner Pope Investments
(TPI) Ltd as part of its remuneration for effecting the Placing, valid for 3 years from the date of admission of
the new placing shares at 0.15p per share.
On 16 August 2019, the Company issued 2,375,000,000 new shares of 0.01p each for cash at 0.02p each to
raise £475,000 (gross). In connection with that placing, the Company issued 142,500,000 warrants, for
broker services, to JIM Nominees Limited as nominee for Turner Pope Investments (TPI) Ltd as part of its
remuneration for effecting the Placing, valid for 2 years from the date of admission of the new placing shares
at 0.02p per share. The fair value of the broker warrants amounted to £12,000 which equates to the fair value
of services received.
Total contingently issuable shares
Executive share Option Plan
Other share options and warrants
2019
154,200,000
2018
154,200,000
182,500,000
282,359,373
336,700,000
436,559,373
The number and weighted average exercise price of share options and warrants are as follows:
2019
2018
Outstanding at the beginning of the year
Granted during the year (Warrants for
broker services)
Weighted
average
exercise
price
Number of
options
Weighted
average
exercise
price
0.361p
436,559,373
0.421p
Number
of
options
338,559,37
3
0.02p
142,500,000
-
-
Granted during the year (Share options)
-
-
0.15p
98,000,000
Lapsed during
warrants)
the year
(Subscriber
0.45p
(34,999,998)
-
-
40
Financial Statements
NOTES TO THE FINANCIAL INFORMATION
For the year ended 31 December 2019
Lapsed during the year (Warrants for
broker services)
Lapsed during
warrants)
the year
(Subscriber
0.4p
(7,359,375)
0.225p
(200,000,000)
-
-
-
-
Outstanding at the end of the year
Exercisable at the end of the year
0.287p
336,700,000
0.361p
0.287p
336,700,000
0.361p
436,559,37
3
422,126,04
0
Share options and warrants outstanding at 31 December 2019 had a weighted average exercise price of
0.307 pence (2018: 0.287 pence) and a weighted average contractual life of 3.55 years (2018: 3.48 years). To
date no share options have been exercised. There are no market based vesting conditions attaching to any
share options outstanding at 31 December 2019.
12,900,000 options outstanding at the end of the year have a final exercise date of 22 December 2020.
141,300,000 options outstanding at the end of the year have a final exercise date of 28 July 2026.
40,000,000 warrants issued for broker services outstanding at the end of the year have a final exercise date
of 22 November 2020. 142,500,000 warrants issued for broker services outstanding at the end of the year
have a final exercise date of 22 August 2021.
19.
CAPITAL COMMITMENTS
There were no capital commitments at 31 December 2019 or 31 December 2018.
20.
CONTINGENT LIABILITIES
There were no contingent liabilities at 31 December 2019 or 31 December 2018.
21.
COMMITMENTS UNDER OPERATING LEASES
There were no commitments under operating leases at 31 December 2019 or 31 December 2018.
22.
RELATED PARTY TRANSACTIONS
The Group’s investments in subsidiaries have been disclosed in note 11.
During the year the Company entered into the following transactions with other Group companies:
Sale of goods
and services
£’000
10
10
Metaleach Limited – 2019
Metaleach Limited – 2018
Amounts owed by group companies
At 1
January
£’000
Increase
in year
£’000
Provisions
in year
£’000
At 31
December
£’000
-
-
121
194
(121)
(194)
-
-
41
Financial Statements
NOTES TO THE FINANCIAL INFORMATION
For the year ended 31 December 2019
At 31 December 2019 the Company had an outstanding amount receivable from Metaleach Limited of
£3,468,938 (2018: £3,347,504). The Company has recognised a provision of £3,468,938 (2018: £3,347,504)
against that balance, which has been assessed as impaired due to the uncertainty of success, over extended
timeframes, surrounding the subsidiary’s operations. The Company has applied the expected credit loss
model as required under IFRS 9 and the balance remained fully impaired. The amount owed is unsecured,
interest free, and has no fixed terms of repayment. The balance will be settled in cash. No guarantees have
been given or received.
Details of directors’ emoluments are set out in note 6.
At 31 December 2019, the following amounts were owed to directors and former directors of the Company
in respect of deferred payments of directors’ fees. These amounts, totalling £90,568 (2018: £300,728), are in
Trade and Other Payables (note 15):
Mr M Rosser
Mr M L Sutcliffe
Mr J S Bunyan
Mr R O Davey
Mr E M Morfett
Mr A M Clegg
2019
89,760
-
404-
-
-
404
2018
-
284,064
1,250
6,845
8,569
The movement in the amounts owing from 2018 represent amounts waived during 2019 and released to
profit or loss.
42
Financial Statements
NOTES TO THE FINANCIAL INFORMATION
For the year ended 31 December 2019
23.
EVENTS SUBSEQUENT TO PERIOD END
On 09 January 2020 the Company completed the acquisition of eLight Group Holdings Ltd; a Share Capital
Consolidation and Share Sub-division; the disposal of MetaLeach; a change of name to eEnergy Group plc; a
Placing of 26,666,667 new Ordinary Shares each at a price of 7.5p per share and Admission of the Enlarged
Ordinary Share Capital to trading on AIM.
The Company announced on 29 November 2019 that it was in advanced negotiations to acquire the entire
issued share capital of eLight. As the acquisition would be treated as a reverse takeover under the AIM Rules,
trading in the Company's Existing Ordinary Shares was suspended pending publication of an admission
document. The Company entered into the Acquisition Agreement to acquire the entire issued share capital
of eLight for an aggregate purchase price of £6.6m satisfied by the issue of Consideration Shares. The
acquisition was approved by shareholders in General Meeting on 08 January 2020.
The shareholders also approved a share consolidation of every 75,000 Existing Ordinary Share into one
Consolidated Ordinary Share and then sub divided each Consolidated Ordinary Share into 250 New Ordinary
Shares.
Simultaneously the Company completed a Placing of 26,666,667 Placing Shares which raised net proceeds of
£1,340,000.
Metaleach was disposed of to Qora Capital Limited for cash consideration of £150,000 following shareholder
approval on 09 January 2020.
The Company also adopted New Articles of Association and changed its name from Alexander Mining plc to
eEnergy Group plc on 9 January 2020.
The enlarged Ordinary Share Capital was admitted to AIM on 9 January 2020 and at that time all of the
existing officers of the Company with the exception of Dr Nigel Burton resigned and the new Board was
appointed.
Following the year end the COVID-19 pandemic has had a global impact. The situation is continually
developing and as at the date of this report the situation will need continual attention and will continue to
evolve over time. In our view, consistent with others, COVID-19 is considered to be a non-adjusting post
balance sheet event and no adjustment is made in the financial statements as a result.
24.
CONTROL
In the opinion of the Directors as at the period end and the date of these financial statements there is no single
ultimate controlling party.
43