Rurelec Annual Report 2015

Plain-text annual report

241395 Rurelec Annual Report Cover v1 15/07/2016 16:20 Page 1 RURELEC PLC 18 Soho Square, London W1H 3QL Tel: +44 (0) 20 7025 8026 8/ Visit us online at www.rurelec.com ANNUAL REPORT AND ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2015 Stock code: RUR COMPANY INFORMATION Directors S.C. Morris (Executive) B. Rowbotham (Non-Executive) Secretary S.A. Laker Company number 4812855 Registered ofﬁce and business address 18 Soho Square London W1D 3QL Auditor Grant Thornton UK LLP Registered Auditors Chartered Accountants Grant Thornton House Melton Street Euston Square London NW1 2EP Bankers Coutts & Co 440 Strand London WC2R 0QS 241395 Rurelec Annual Report Cover v1 15/07/2016 16:20 Page 2 WELCOME TO RURELEC PLC RURELEC PLC IS AN OWNER, DEVELOPER AND OPERATOR OF POWER GENERATION CAPACITY INTERNATIONALLY. Rurelec’s main business consists of the ownership and development of power generation facilities on national and regional grids and in isolated areas, selling wholesale electricity as a generator on commercial terms, through capacity payments or power purchase agreements (“PPAs”). Our current business is centred on our operational plant in Argentina whilst also seeking to sell the remainder of the small hydro portfolio in Peru and to complete the development of our larger project in Chile. CONTENTS Strategic Report Non-executive Director’s Statement Review of Financial Performance Review of Operations Our Governance Board of Directors Director’s Report Corporate Governance Statement Our Financials Independent Auditor’s Report Consolidated Income Statement Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Parent Company Statement of Financial Position Consolidated Statement of Cash Flows Company Statement of Cash Flows Consolidated Statement of Changes in Equity Company Statement of Changes in Equity Notes to the Financial Statements Company Information 1 4 5 6 7 9 11 12 13 14 15 16 17 18 19 20 IBC Read more online at www.rurelec.com NON-EXECUTIVE DIRECTOR’S STATEMENT 01 01 The Company has fortunately been able to secure two bridging facilities for a total of £1,200,000 from Bridge Properties (Arena Central) Limited against security of a debenture over the Company’s assets. The board’s intention is that the facilities will be repaid from asset sales. Pending the outcome of potential asset sales, it is hoped to take further decisions on an appropriate structure for the board going forward. Simon Morris has carried a heavy burden of responsibility since his appointment in July last year following the departure of the former executive board members and then subsequently of Mark Keegan. Providing that the Group manages to retain value from its core assets, the focus is to ensure that the Company is able to settle its creditors before determining future direction to allow shareholders to beneﬁ t from the existing asset base. Following the necessary disposals currently under negotiation, a leaner company unburdened with debt will be better placed to negotiate with partners to determine the future. We remain focused on delivering this objective. Brian Rowbotham Non-executive Director 15 July, 2016 Dear Shareholder It is my duty to present the results of Rurelec PLC (“Rurelec”) for the ﬁ nancial year ended 31 December 2015, which once again was a difﬁ cult year whilst the Company sought to sell its small hydro portfolio in Peru. The ﬁ rst plant, Canchayllo, was sold in May 2015 and it is expected that the remaining development will be sold in the coming months. During the year a cost reduction exercise was implemented to preserve the more viable assets in Argentina and Chile. The separation from the Group of The Independent Power Corporation PLC in June last year removed over £500,000 per annum of overheads from the Group. Outlook The prime focus of the board is to stabilise the ﬁ nancial position of the Group. Following the setback of the compensation award from Bolivia in June 2014 a re-evaluation and revised risk assessment of the portfolio of small hydros in Peru concluded that it was too complex to develop for the modest returns it was likely to yield against the signiﬁ cant risks involved and subsequently the decision was taken to disinvest in hydros in Peru resulting in further losses for the Group. Reforms following the change of government in Argentina are only now starting to emerge but hope remains that this market is set to improve and encourage new investment as the Central Bank controls that have overshadowed the last few years have made it impossible for our joint venture to repatriate any interest payments on Rurelec’s loans that enabled the construction of the CCGT at Energía del Sur in Comodoro Rivadavia, Patagonia. President Mauricio Macri who came to ofﬁ ce in December 2015 has adopted investment friendly policies focussed on infrastructure development. Rurelec’s signiﬁ cant investment in Argentina over the past decade has resulted in a ﬂ agship project at Energia del Sur, which is a thermal plant believed to be one of the most reliable in Argentina. It operates under an enhanced value U.S dollar denominated contract with some four years still remaining before renegotiation of contracts, as well as generating to the spot market, which is Argentine Peso based. t r o p e R c g e t a r t S i www.rurelec.com 241395 Rurelec Annual Report pp01-pp11.indd C01 241395 Rurelec Annual Report pp01-pp11.indd C01 15/07/2016 16:14 15/07/2016 16:14 02 02 STRATEGIC REPORT Strategy The current strategy for the Group has been determined by its ﬁ nancial position, the reasons for which are set out in more detail below. The Group will dispose of certain assets, in particular the hydro portfolio in Peru. The level of ongoing development work has been severely restricted due to the Group’s ﬁ nancial position. On completion of certain asset sales, the Group can return to a stable ﬁ nancial footing, and creditors in Rurelec, who have been very patient can be paid. The Board will then decide whether certain unﬁ nished development work, such as the Central Illapa project in Chile, can be completed. Throughout this period, all costs will be kept to a minimum. The overall strategy is to stabilise the ﬁ nancial position of the Group, to enable the Board to realise as much value for the asset portfolio (including further development work where appropriate), and return that value to shareholders. Liquidity When I joined the Board in July 2015, I was assured that the cash position of the Group was stable, and that further funding was to be made available. The Canchayllo hydro plant in Peru had recently been sold, and the proceeds had been utilised to pay down certain creditors. A new funding facility of US $7.5 million was under discussion from a third party lender. The new funding facility did not materialise, and the Group was then in a position where a creditor backlog existed, and free cash ﬂ ows within the Group were not able to service ongoing administration costs. As a result, the Board proposed an Open Offer to shareholders, which, had it proceeded, would have raised enough liquidity to settle all outstanding creditors in Rurelec and provide working capital for the Group going forward. A short-term facility of £600,000 was negotiated with Radix Investments UK Limited (“Radix”) to enable the Group to put the Open Offer to shareholders. At the General Meeting held on 30 November 2015, the Open Offer was rejected by shareholders. Prior to the General Meeting, Rurelec’s major shareholder, Sterling Trust Limited, entered into Administration on 19 October 2015. The ongoing funding of the Group was now a critical issue. On 17 February 2016, a facility of £850,000 was agreed with Bridge Properties (Arena Central) Limited (“BPAC”) (which was extended by a further facility of £350,000 on 13 April 2016). I was a director of BPAC at the time (I subsequently resigned from BPAC on 7 June 2016). A large part of the new facility was utilised to repay the Radix loan. Despite this new facility, the cash position of the Group remains critical. Although our plant in Argentina in Comodoro Rivadavia continues to operate proﬁ tably, it has been very difﬁ cult to repatriate cash to the UK to repay loans due to pressures on the working capital cycle in Argentina. It is clear to me that the Group has not been adequately funded for some considerable time, not just the last 12 months. You will all be aware of the signiﬁ cant setbacks the Group suffered on the compensation award from Bolivia in June 2014. Since that period, the Group has relied on short-term ﬁ nance arrangements to enable it to continue to trade. This included taking on short- term borrowings at interest rates of 12 per cent. to fund the development of the hydro portfolio in Peru. The funding was wholly inappropriate as development ﬁ nance, and much of this funding remains outstanding today. Many creditors in Rurelec have outstanding balances stretching back over a year. The poor cash position of the Group is a legacy of inappropriate funding entered into in previous years, and decisions to carry on certain developments without the necessary funding in place. Management team The last year has seen very signiﬁ cant change in the management team. None of the executive directors in ofﬁ ce in January 2015 remained on the Board following the Annual General Meeting on 14 July 2015. I was appointed on 19 July 2015, along with Mark Keegan, as executive directors. Mr Keegan resigned from ofﬁ ce on 14 December 2015 following the rejection of the Open Offer. Of the non-executive directors, only Brian Rowbotham remains. Colin Emson, who was non-executive Chairman of both Rurelec and Sterling Trust Limited, resigned on 13 October 2015. Pablo Galante was not re-elected at the AGM and Marcelo Blanco also resigned during the year. Only Brian Rowbotham and I remain on the Board. I would like to thank Brian for his continued support through what has been an extremely difﬁ cult time for your Company. Financial results Although the operating loss for the year of £ 21.9 million is higher than that incurred last year (2014: £7. 4 million), the overall loss before tax for the year of £20.0 million is signiﬁ cantly worse than that reported for last year (2014: £2.9 million). The overall loss reﬂ ects signiﬁ cant write downs on a number of the Group’s assets to values that the directors believe can be supported in current market conditions and given the overall ﬁ nancial position of the Group. Since the year end, the Group has been in advanced negotiations for the sale of certain assets. At the time of this report there can be no guarantee that these sales will conclude. Until there is a disposal of assets the Group is dependent upon the continued forbearance of its creditors. There exists a material uncertainty as to the timing and the quantum of these receipts. The Directors are, in the meantime, pursuing alternative sources of working capital until disposal receipts are assured, none of which have been secured yet. Additionally some cash has been repatriated from our joint venture operation in Argentina, however this has been materially below forecast ﬁ gures for the ﬁ rst six months of this year. Key performance indicators The Directors use a range of performance indicators to monitor progress in the delivery of the Group’s strategic objectives, to assess actual performance against targets and to aid management of the businesses. Rurelec’s key performance indicators (“KPIs”) include both ﬁ nancial and non-ﬁ nancial targets which are set annually. RURELEC PLC Annual Report and Accounts for the year ended 31 December 2015 Stock code: RUR 241395 Rurelec Annual Report pp01-pp11.indd C02 241395 Rurelec Annual Report pp01-pp11.indd C02 15/07/2016 16:14 15/07/2016 16:14 03 Financial KPIs Financial KPIs address operating proﬁ tability, net asset value and earnings per share. i) Operating proﬁ tability Operating loss excludes all non-operating costs, such as ﬁ nancing and tax expenses as well as one-off items and non trading items such as negative goodwill. The exclusion of these non-operating items provides an indication of the performance of the underlying businesses. The Group made a loss of £ 21.9 million in the year (2014 £7. 4 million loss). iii) Technical availability Technical availability measures when a plant is available for dispatch. The measurement method excludes time allowed for planned maintenance activities which occur at regular intervals during the life of the unit plus an allowance for unplanned outages. Unplanned and forced outages in excess of the annual allowance will cause a reduction in the technical availability factor. Average availability through the year for our plant in Argentina was 94.4 per cent due to a schedule maintenance outage (2014: 96.0 per cent), making the plant one of the most reliable in the Argentine interconnected system. ii) Net asset value Net asset value is calculated by dividing funds attributable to Rurelec’s shareholders by the number of shares in issue. The net assets of the Group reduced in the year to 6.8 pence per share (2014 10.1 pence per share). iii) Earnings per share Earnings per share provide a measure of the overall proﬁ tability of the Group. It is deﬁ ned as the proﬁ t or loss attributable to each Ordinary Share based on the consolidated proﬁ t or loss for the year after deducting tax and minority interests. Growth in earnings per share is indicative of the Group’s ability to identify and add value. The Group made a loss of 3.57 pence per share in the year (2014 loss of 0.52 pence per share) and hence there were no positive earnings per share. Non-Financial KPIs Non-ﬁ nancial KPIs address other important technical aspects of the business, such as gross capacity, operating efﬁ ciency and availability. i) Gross capacity Gross capacity is the total generation capacity owned by Group companies and is affected by acquisitions, expansion programmes and disposals. The Group reduced capacity in the year by selling the 5.3 MW Canchayllo run-of-river hydro plant but continues to own three turbines ready for deployment in projects, although it is expected that local opposition to the Arica project in Chile is likely to lead to the turbine being deployed elsewhere. ii) Operating efﬁ ciency Operating efﬁ ciency is the average operating efﬁ ciency of the generating plant owned by Group companies. It can be improved through the installation of more thermally efﬁ cient turbines, refurbishment activities or through conversion to combined cycle operation. No change was noted in the operating efﬁ ciency of the Group in the year. t r o p e R c g e t a r t i www.rurelec.com S 241395 Rurelec Annual Report pp01-pp11.indd C03 241395 Rurelec Annual Report pp01-pp11.indd C03 15/07/2016 16:14 15/07/2016 16:14 04 REVIEW OF FINANCIAL PERFORMANCE Rurelec Chile The development operations in Chile have expensed limited direct costs in the year of £139k (2014: £82k). Capitalised development costs have accumulated to £ 1.1 million (2014: £0.9 million) on both the Central Illapa and Arica projects. In 2015 the Arica project was impaired by £2.3m (2014: £0). The Central Illapa project was not impaired in 2015 or 2014. Cascade Hydro Power In Peru, the Canchayllo run-of-river hydro plant was sold on 14th May 2015 for a total sum of US $6.8 million of which US $0.3 million was due to a minority shareholder and the payment to the Group of US $6.5 million was received from the purchaser on 20 July 2015. Additionally there remains an outstanding amount due from the purchaser of US $1.0 million. The bank loans from the Corporacion Interamericana de Inversion (“IIC”) relating to the construction of the plant were assigned to the purchaser. Rurelec has outstanding loans of £1.1 million (2014: £9.5 million) to the Cascade group at the period end. The other assets of the Cascade group include £2.1 million (2014: £3.2 million) of bonds held by the Ministry of Minerals and Energy in connection with development projects. The development project bonds for the Huasicancha and Chilcay projects have been forfeited due to the inability of the Cascade group to continue to meet the development hurdles to maintain these projects in good standing. Group Results The Group loss after tax for the ﬁ nancial year under review is £20.0 million (2014: £2.9 million loss). Most of the losses or £17.6 million were associated with impairments and loss on disposals. The impairment losses were £13.3 million for Argentina operations, £2.3 million for Chilean operations, £1.7 million from the disposal of Independent Power Corporation and £0.2 million for Peruvian operations. The results for the operations in Argentina, Peru, Chile and for IPC before disposal are shown below. Group revenue was £0.2 million (2014: £0.3 million), there was no write off of accrued income (2104: £3.1 million. Cost of Sales were £22k (2014: £231k) Operating and Administrative expenses amounted to £4.4 million (2014: £3.8 million). Operating loss was £ 21.9 million (2014: £7. 4 million loss). The loss before tax is £20.0 million (2014: £2.9 million loss). The basic loss per share is 3.57p (2014: 0.52p loss). In 2015, the total assets of £ 44.1 million (2014: £74.8 million) includes assets of £ 3.6 million (2014: £18.2 million), which are held for sale. Total equity stands at £ 37.5 million (2014: £56.8 million), or 6. 8 pence per share (2014: 10.1 pence per share). A more detailed analysis of the business entities is given below. Energia del Sur S.A. Results At the operating level the plant in Comodoro Rivadavia and therefore based on 100 per cent. of Energia del Sur S.A.’s (“EdS’s”) activities the net operating proﬁ t for the year was AR$ 67.5 million (2014: AR$ 80.7 million) on revenues of AR$ 261.6 million (2014: AR$ 231.0 million), whilst the gross operating proﬁ t was AR$ 100.7 million (2014: AR$ 104.3 million). The net loss for the year in EdS to AR$ 49.6 million (2014: proﬁ t AR$ 0.6 million) was due to foreign exchange losses of AR$ 85.0 million (2014: AR$ 45.2 million). It should be noted that the results of EdS are not shown proportionately within the accounts in this annual report. This is because of a change in the reporting rules under the international accounting convention of the International Financial Reporting Standards (“IFRS”) which requires us to report the EdS joint venture as a single line in the Consolidated Statement of Financial Position and in the Consolidated Income Statement. Further information on this can be seen in the Note 2 6 to the accounts and in the Review of Operations. The Independent Power Corporation PLC (“IPC”) IPC, which was part of the Group until its sale on 18 June 2015, made a total loss for the period to its disposal of £ 0.5 million (2014: £4.2 million loss). Additionally there was a loss on disposal of £1.7 million (2014: write down of goodwill arising on consolidation of £691k). RURELEC PLC Annual Report and Accounts for the year ended 31 December 2015 Stock code: RUR 241395 Rurelec Annual Report pp01-pp11.indd C04 241395 Rurelec Annual Report pp01-pp11.indd C04 15/07/2016 16:14 15/07/2016 16:14 REVIEW OF OPERATIONS 05 Argentina Operations at the power plant continue to allow EdS to show a good availability record. Gross energy output was 5.6 per cent. lower at approximately 905 GWh (2014: 958 GWh), due to a scheduled maintenance outage in November and December. The average heat rate of the plant was 8.37 MMBTU/MWh (2014: 8.33). The average heat rate for the plant includes fuel consumption on both the gas turbines and auxiliary ﬁ ring of the steam turbine. The following table sets out the Group’s share of its interest in the joint venture in Argentina following the changes in the accounting for joint ventures to the equity accounting method: Year ended Year ended 31.12.14 £’000 31.12.15 £’000 9,099 (6,765) (2,956) (1,725) 5,284 2,902 (1,658) (7,212) 8,611 (5,579) (1,674) 42 7,848 4,312 (3,076) (8,207) Revenue attributable to the Group Expenses Foreign Currency Exchange Net (Loss) Proﬁ t Non-current Assets Current Assets Non-current Liabilities Current Liabilities Chile Arica Very disappointing local opposition has been raised against the Arica project and the board is seriously considering deploying the turbine acquired for the project elsewhere. Although the Company believes that the project is needed in the region, the risk of trying to deliver the project and the funds put at risk in doing so do not merit continuing. Funding for the project is unavailable in these circumstances and efforts to sell the project with planning consent have failed. An application has therefore been made to the state asset bureau for a refund of the purchase price for the land and a buyer is to be sought for the turbine unless it can be redeployed. Given the uncertainty for the future of the project in impairment charge of £2.3 million has been recorded in the year. Central Illapa The project has continued to make some progress in development. In April 2016, the project received environmental consent for the re-routing of the transmission line that will connect the plant to the main grid. This has enabled further discussion to take place with the potential joint venture partners who have been identiﬁ ed and expressed interest and when a joint venture partnership has been concluded, this will allow the project to move to ﬁ nancial close. Peru The 5.3 MW Canchayllo plant was sold in May 2015 to Energías Renovables de los Andes, S.A., a subsidiary of Union Group of Uruguay. The Group has retained a presence in Lima to maintain the development rights and manage the sale of the 12.05 MW Colca project in the province of Huancayo on the Junin River for which performance bonds have been lodged and negotiations have commenced with a prospective purchaser. If the purchaser completes the purchase this will enable the proceeds from the release of bonds back to Rurelec. Bonds in respect of the other two development projects Chilcay and Huasicancha have been forfeited because of the decision of the board not to pursue marginal projects. The large Santa Rita 255 MW project rights are retained by Cascade Hydro Power SAC but contrary to expectation, to date no tender for large hydro PPA’s has been announced. When this occurs, there would be an opportunity to work with or sell the project rights to a strong partner active in the large scale hydro sector. Principal risks and uncertainties The principal risks and uncertainties facing the Group, apart from the construction risks involved in building the hydro plant in Peru and possible changes in demand and pricing for electricity in the markets in South America in which the Group operates, relate to political risk and uncertainties in the ﬁ nancial markets. a) Political risk – As evidenced by the decision in May 2010 by the Government of Bolivia to nationalise the Group’s interest in Guaracachi, there exists signiﬁ cant political risk in areas in which the Group operates. b) Financial markets – Whilst project ﬁ nance may be available in the markets in which the Group operates, the Group’s plans remain dependent on raising project ﬁ nance from a combination of local partners and lending institutions. The Group is seeking to broaden its base of potential partners and lending institutions. c) Exposure to foreign currency – The Group’s activities are in South America and therefore the Group’s results will be affected by exchange rate movements and local inﬂ ation rates. Furthermore, past experience has shown that exchange controls restrictions can sometimes be applied and these may have an impact on the Group’s ability to repatriate funds to the parent company. The Group seeks to limit these risks by raising funds in the currency of the operating units. d) Efﬁ cient operation – The Group has an effective maintenance programme and has entered into long term service agreements to reduce these risks as appropriate. The Strategic Report was approved by the Board of Directors on 15 July, 2016 and was signed on its behalf by Simon Morris (Executive Director). t r o p e R c g e t a r t i 241395 Rurelec Annual Report pp01-pp11.indd C05 241395 Rurelec Annual Report pp01-pp11.indd C05 15/07/2016 16:14 15/07/2016 16:14 www.rurelec.com S 06 BOARD OF DIRECTORS BRIAN ROWBOTHAM Non-Executive Director – appointed 16 October 2013 Brian is the Senior Independent Non-Executive Director and Chairman of the Audit Committee. He worked as a Chartered Accountant with Deloitte and Touche. He has extensive experience working in the City of London, joined Teather and Greenwood in 1997 and was involved as partner and then Finance Director in the company’s ﬂ otation on AIM and subsequent move to the Ofﬁ cial List. He ran his own consultancy specialising in turnarounds and start-ups until joining Hitchens, Harrison & Co plc in January 2005. He left Hichens, Harrison & Co plc after its acquisition by Religare in 2008. Brian is a Fellow of the Institute of Chartered Accountants in England and Wales SIMON MORRIS Executive Director – appointed 19 July 2015 Fellow of the Institute of Chartered Accountants in England and Wales, qualiﬁ ed as a Chartered Accountant in 1980. After obtaining a degree in Business Studies, spent his career with Grant Thornton and became a partner in 1988. He specialised in corporate ﬁ nance and corporate recovery, principally restructuring work. He was appointed Chief Operating Ofﬁ cer of Grant Thornton UK in 2008, retiring in late 2011. Since then he has acted as a business consultant. He is also an accredited mediator. RURELEC PLC Annual Report and Accounts for the year ended 31 December 2015 Stock code: RUR 241395 Rurelec Annual Report pp01-pp11.indd C06 241395 Rurelec Annual Report pp01-pp11.indd C06 15/07/2016 16:14 15/07/2016 16:14 DIRECTOR’S REPORT 07 07 THE DIRECTORS SUBMIT THEIR ANNUAL REPORT TOGETHER WITH THE AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER, 2015. Principal activities The Company and the Group’s principal activity is the acquisition, development and operation of power generation assets in markets in Latin America. Since the Company’s admission to AIM in August 2004, the Company has acquired interests in power generation operations in Bolivia and Argentina and, since 2012, has commenced development of assets in Peru and Chile. Results and dividends The Group results for the year ended 31 December, 2015 are set out in the Consolidated Statement of Total Comprehensive Income. No dividend was paid during the year to 31 December, 2015 (2014: nil). Share capital Details of the issued share capital are set out in Note 20. Going concern Since the year end, the Company has been in advanced negotiations for prospective sales of Group assets in two separate jurisdictions in South America. At the time of this report there can be no guarantee that these sales will conclude. There exists uncertainty as to the timing of the sales of these assets as well as the quantum of the corresponding proceeds. The Company expects to make announcements as necessary regarding the progress of these sales in the near future. Until there is a disposal of assets, the Company is dependent on the continued forbearance of its creditors as it will require additional funds within the next twelve months. The Directors are pursuing alternative sources of working capital until disposal receipts are assured, none of these have been assured yet. These conditions indicate the existence of a material uncertainty that may cast signiﬁ cant doubt over the group’s ability to continue as a going concern and, therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course of business. On the basis that the Group receives these disposal proceeds or the alternative sources of working capital, the Directors have assessed that the Group would have sufﬁ cient working capital based on their review of cashﬂ ow forecasts for a period of at least 12 months from the signing of the ﬁ nancial statements. Directors The following Directors served during the year: Colin Emson – Chairman and Non-Executive Director (resigned 13 October 2015) Peter Earl – Chief Executive (resigned 19 June 2015) Andrew Morris – Group Finance Director (resigned 14 July 2015) Elizabeth Shaw – Executive Director Project Finance (resigned 14 July 2015) Marcelo Blanco – Non-Executive Director (resigned 31 October 2015) Brian Rowbotham – Non-Executive Director Pablo Galante – Non-Executive Director (appointed 9 April 2015 – resigned 14 July 2015) Simon Morris – Executive Director (appointed 19 July 2015) Mark Keegan – Executive Director (appointed 19 July 2015 – resigned 14 December 2015) Directors’ interests The Directors’ beneﬁ cial interests in the shares of the Company were on the reference dates as stated below: A.J.S. Morris P.R.S. Earl E.R. Shaw 14. 07.2016 31.12.2015 31.12.2014 n/a n/a n/a n/a n/a n/a 737,700 7,000,000 325,000 Brian Rowbotham 450,000 450,000 450,000 Pablo Galante n/a n/a n/a Signiﬁ cant shareholdings in the Company In addition to the shareholdings shown above, the Company is aware of the following interests of 3 per cent. or more in the issued ordinary share capital of the Company notiﬁ able at 14 July 2016, being the last practicable date for reporting this information. Sterling Trust Ltd YF Finance Ltd Number of shares % holding 303,092,303 96,565,166 53.989 17.201 HSBC Client Holdings Nominees (UK) Limited 16,884,673 3.008 The percentages shown are based on 561,387,586 shares in issue. Risk management and objectives The ﬁ nancial risk management policies and objectives are set out in Note 29. www.rurelec.com e c n a n r e v o G r u O 241395 Rurelec Annual Report pp01-pp11.indd C07 241395 Rurelec Annual Report pp01-pp11.indd C07 15/07/2016 16:14 15/07/2016 16:14 08 DIRECTOR’S REPORT Directors’ responsibilities The Directors are responsible for preparing the Strategic Report, the Directors’ Report, Annual Report and the ﬁ nancial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare ﬁ nancial statements for each ﬁ nancial year. Under that law the Directors have to prepare the ﬁ nancial statements in accordance with International Financial Reporting Standards (“IFRSs”) as adopted by the European Union. Under company law, the Directors must not approve the ﬁ nancial statements unless they are satisﬁ ed that they give a true and fair view of the state of affairs and proﬁ t or loss of the Company and Group for that period. In preparing these ﬁ nancial statements, the Directors are required to: • select suitable accounting policies and then apply them consistently; The Directors conﬁ rm that: • • • there is no relevant audit information of which the Company’s auditors are 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 auditors are aware of that information. the Directors are responsible for the maintenance and integrity of the corporate and ﬁ nancial information included on the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of ﬁ nancial statements may differ from legislation in other jurisdictions. Auditor Pursuant to Section 489 of the Companies Act of the Companies Act 2006, the auditors are Grant Thornton UK LLP. • make judgments and accounting estimates that are reasonable and prudent; On behalf of the Board • state whether applicable IFRSs have been followed, subject to any material departures disclosed and explained in the ﬁ nancial statements; Susan Laker Company Secretary 15 July, 2016 • prepare the ﬁ nancial 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 sufﬁ cient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the ﬁ nancial position of the Company and enable them to ensure that the ﬁ nancial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. RURELEC PLC Annual Report and Accounts for the year ended 31 December 2015 Stock code: RUR 241395 Rurelec Annual Report pp01-pp11.indd C08 241395 Rurelec Annual Report pp01-pp11.indd C08 15/07/2016 16:14 15/07/2016 16:14 CORPORATE GOVERNANCE FOR THE YEAR ENDED 31 DECEMBER 2015 09 09 Policy Statement The Board is committed to applying high standards of corporate governance and integrity to all our activities. The Company is not required by the rules of the AIM market of the London Stock Exchange to comply with the UK Corporate Governance Code (the “Code”) and the Board recognises that it does not do so. However, the Board has been briefed on the Code and is accountable to the Company’s shareholders for good corporate governance and therefore seeks to draw on those aspects of the Code that are relevant to the Group. We do not comply with the Code in so far as appropriate for a company of its size. Internal Controls The Directors are responsible for the Group’s systems of internal control. Whilst no risk management process or systems of internal control can completely eliminate the risk of material misstatement or loss, the Group’s systems are designed to provide the Directors with reasonable assurance that problems are identiﬁ ed in a timely manner and dealt with appropriately. The Board considers that there have been no substantial weaknesses in ﬁ nancial controls resulting in material loss, contingencies or uncertainties to be disclosed in the accounts. The Board has considered the need for an internal audit function and has concluded that there is no current need for such a function. Board Composition and Independence Subject to the Articles of Association, UK legislation and any directions given by special resolution, the business of the Group is managed by the Board. The Board currently comprises two members made up of a Non-Executive Director, and an Executive Director. The Board is responsible for providing leadership to the management of the Group, determining strategy and ensuring that agreed strategy is implemented as well as approving major capital expenditure, potential acquisitions and ﬁ nancial matters. The Board meets regularly and has a schedule of business reserved to it including raising new capital, entering into ﬁ nancing facilities for projects, treasury policies and approval of annual operating budgets and monitoring of key risks. The Board met 28 times during 2015. All Directors have access to the advice of the Company Secretary who is responsible to the Board for ensuring that Board procedures are complied with and that discussions and decisions are appropriately minuted. External advice is also available to the Directors at the Group’s expense if they consider it necessary. The Non-Executive Director is Brian Rowbotham who is regarded by the Board as independent in character and judgement. The Executive Director is Simon Morris. All Directors are involved in signiﬁ cant decisions. The Board received appropriate information and a formal agenda before each Board meeting. The Company has in place appropriate procedures to deal with conﬂ icts of interest. The Company maintains directors’ and ofﬁ cers’ liability insurance against any claims which may be made against the directors and ofﬁ cers of the Company. Shareholder Relations The Group values the views of its shareholders and recognises their interest in the Group’s strategy and performance, Board membership and quality of management. It therefore holds regular meetings with and gives presentations to its institutional shareholders to discuss objectives. The Annual General Meeting (“AGM”) is used to communicate with private investors with whom dialogue is encouraged. Additional information is supplied through the circulation of the interim report and the Annual Report and Accounts. The Company maintains up-to-date information on the investor section of its website www.rurelec.com. Audit Committee The Audit Committee comprises Brian Rowbotham as Chairman of the Committee, and Simon Morris. Mr Rowbotham and Mr. Morris are both accountants and have recent and relevant ﬁ nancial and commercial experience. The Committee’s remit is to review ﬁ nancial reporting practices, internal ﬁ nancial controls and internal and external audit policy including the appointment of the Company’s Auditor. During the year, the Audit Committee met twice to review the draft half year and annual ﬁ nancial statements. The current year is the sixth year that Christopher Smith, the audit partner of the Group’s external auditors, Grant Thornton UK LLP, has been in post as Senior Statutory Auditor. In normal course there would have been a rotation of Senior Statutory Auditor after ﬁ ve years’ service. The Audit Committee felt, however, that, given the changes occurred in the Company’s management and board of directors during the year, it was important to maintain continuity of Senior Statutory Auditor for a further year. The Audit Committee is satisﬁ ed that this extension does not in any way prejudice the objectivity and independence of the Senior Statutory Auditor. The Audit Committee is due to conduct a full review of the effectiveness of the external audit process following the completion of the year-end process and will consider the appointment or the reappointment of the Senior Statutory Auditor in light of its ﬁ ndings. Remuneration Committee The Remuneration Committee comprises Brian Rowbotham who reviews the remuneration policy for the Executive Director and for key management personnel. The Executive Director determines the remuneration arrangements for the Non-Executive Director. No Director may participate in decisions regarding his or her own remuneration. Details of the Directors’ remuneration can be found in Note 8c. Appointment of Directors The Nomination Committee presently comprises Brian Rowbotham. The Committee is responsible for monitoring the composition of the Board and meets to make recommendations to the Board on all new Board appointments and succession planning. The Board has not used external consultants in the appointment of Directors. All Directors are subject to re-election by shareholders in accordance with the Company’s Articles of Association. www.rurelec.com e c n a n r e v o G r u O 241395 Rurelec Annual Report pp01-pp11.indd C09 241395 Rurelec Annual Report pp01-pp11.indd C09 15/07/2016 16:14 15/07/2016 16:14 10 10 CORPORATE GOVERNANCE FOR THE YEAR ENDED 31 DECEMBER 2015 Statement of Non-Compliance The Board recognises that the Company does not comply with the Code. The Committees of the Board (Audit, Nomination and Remuneration Committees) are not compliant with the Code: Simon Morris, who is an Executive Director sits on the Audit Committee and the Remuneration and Nomination Committees which do not have sufﬁ cient members to comply with the Code requirements. Susan Laker Company Secretary 15 July, 2016 Health, Safety and Environmental Protection Policy The Group is committed to compliance with all relevant laws and regulations and continues to assess its operations to ensure protection of the environment, the community and the health and safety of its employees. The Group maintains appropriate procedures to ensure that all activities are carried out in compliance with safety regulations, in a culture where the safety of personnel is paramount and which recognises environmental sustainability and respect for cultural and heritage issues. Share Dealing Code The Company has a Share Dealing Code which covers dealings by Persons Discharging Managerial Responsibilities (“PDMRs”). The Company’s code complies with the provisions of the Code and restricts dealings in shares during designated closed periods and at any time when they are in possession of unpublished price sensitive information. AIM Rule Compliance Rurelec PLC is quoted on AIM and, as a result, the Group has complied with the AIM Rules, in particular AIM Rule 31 which requires the following: • ensure that there are sufﬁ cient systems, procedures and controls in place to enable compliance with the AIM Rules. • seek advice from the Nominated Advisor (“NOMAD”) regarding compliance with the AIM Rules whenever necessary and take that advice into consideration. • provide the NOMAD with any information which it reasonably requests in order for the NOMAD to fulﬁ l its responsibilities under the AIM Rules for Nominated Advisors including any proposed changes to the Board and provision of draft RNS notiﬁ cations in advance. • ensure that each Director accepts full responsibility, collectively and individually for compliance with the AIM Rules. • ensure that each Director discloses without delay all information which the Group should disclose to comply with the AIM Rules, in particular AIM Rule 17 (Disclosure of Miscellaneous Information) insofar as that information is known to the Director or could be reasonably ascertained by the Director. RURELEC PLC Annual Report and Accounts for the year ended 31 December 2015 Stock code: RUR 241395 Rurelec Annual Report pp01-pp11.indd C10 241395 Rurelec Annual Report pp01-pp11.indd C10 15/07/2016 16:14 15/07/2016 16:14 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF RURELEC PLC 11 11 We have audited the ﬁ nancial statements of Rurelec plc for the year ended 31 December 2015 which comprise the group income statement, the group statement of comprehensive income, the group and parent company statements ﬁ nancial position, the group and parent company statements of cash ﬂ ow, the group and parent company statements of changes in equity and the related notes. The ﬁ nancial 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 ﬁ nancial statements, as applied in accordance with the provisions of the Companies Act 2006. 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. Respective responsibilities of directors and auditor As explained more fully in the Directors’ Responsibilities Statement set out on pages 8 and 9, the directors are responsible for the preparation of the ﬁ nancial statements and for being satisﬁ ed that they give a true and fair view. Our responsibility is to audit and express an opinion on the ﬁ nancial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors. Scope of the audit of the ﬁ nancial statements A description of the scope of an audit of ﬁ nancial statements is provided on the Financial Reporting Council’s website at www.frc.org.uk/auditscopeukprivate. Opinion on ﬁ nancial statements In our opinion: • • • the ﬁ nancial 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 2015 and of the group’s loss for the year then ended; the group ﬁ nancial statements have been properly prepared in accordance with IFRSs as adopted by the European Union; the parent company ﬁ nancial 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 ﬁ nancial statements have been prepared in accordance with the requirements of the Companies Act 2006. Emphasis of matter – Going concern In forming our opinion on the ﬁ nancial statements, which is not modiﬁ ed, we have considered the adequacy of the disclosure made in note 1b to the ﬁ nancial statements concerning the Group’s ability to continue as a going concern. As explained in note 1b, since the year end the company has been in advanced negotiations for prospective sales of Group assets in two separate jurisdictions in South America. At the time of this report there can be no guarantee that these sales will conclude. Until there is a disposal of the group’s assets, the group is dependent on the continued forbearance of its creditors as it will require additional funds within the next twelve months. There exists a material uncertainty as to the timing and quantum of these receipts. The Directors are pursuing alternative sources of working capital until disposal receipts are assured, none of which have been assured. These conditions, along with the other matters explained in note 1b to the ﬁ nancial statements, indicate the existence of a material uncertainty that may cast signiﬁ cant doubt over the group’s ability to continue as a going concern. The ﬁ nancial statements do not include the adjustments that would result if the group was unable to continue as a going concern. Opinion on other matter prescribed by the Companies Act 2006 In our opinion the information given in the Strategic Report and Directors’ Report for the ﬁ nancial year for which the ﬁ nancial statements are prepared is consistent with the ﬁ nancial statements. Matters on which we are required to report by exception We have nothing to report in respect of the following matters where 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 ﬁ nancial statements are not in agreement with the accounting records and returns; or • certain disclosures of directors’ remuneration speciﬁ ed by law are not made; or • we have not received all the information and explanations we require for our audit. Christopher Smith Senior Statutory Auditor for and on behalf of Grant Thornton UK LLP Statutory Auditor, Chartered Accountants London Date: 15 July 2016 www.rurelec.com i l s a c n a n F r u O i 241395 Rurelec Annual Report pp01-pp11.indd C11 241395 Rurelec Annual Report pp01-pp11.indd C11 15/07/2016 16:14 15/07/2016 16:14 12 CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2015 Revenue Write off of Accrued Income Cost of Sales Gross Profit Administrative Expenses Other Expense Operating Loss Share of Joint Venture Profit/(Loss) Foreign Exchange (Losses)/Gains Finance Income Finance Expense Loss before Tax Tax Expense Loss for the year attributable to owner of the Company Earnings per Share Basic Loss per Share Diluted Loss per Share NOTES 4 15 6 7 9,b,c&d 26 9a 10 10 11 12 YEAR ENDED 31.12.15 £’000 179 – (22) 157 (4,435) (17,572) (21,850) – (106) 2,385 (458) (20,029) (3) (20,032) (3.57) (3.57) YEAR ENDED 31.12.14 £’000 303 (3,219) (231) (3,147) (3,832) (392) (7,371) – 2,180 2,567 (312) (2,936) (8) (2,944) (0.52) (0.52) RURELEC PLC Annual Report and Accounts for the year ended 31 December 2015 Stock code: RUR 241395 Rurelec Annual Report pp12-pp19.indd C12 241395 Rurelec Annual Report pp12-pp19.indd C12 15/07/2016 16:14 15/07/2016 16:14 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2015 13 Loss for the year Other Comprehensive Income/(Loss) for the year: Items that will be subsequently Reclassified to Profit & Loss: Exchange Differences on translation of Foreign Operations Total Other Comprehensive Income/(Loss) NOTES YEAR ENDED 31.12.15 £’000 (20,032) YEAR ENDED 31.12.14 £’000 (2,944) 999 999 (2,249) (2,249) Total Comprehensive Loss for year attributable to owners of the Company (19,033) (5,193) 241395 Rurelec Annual Report pp12-pp19.indd C13 241395 Rurelec Annual Report pp12-pp19.indd C13 15/07/2016 16:14 15/07/2016 16:14 l i s a c n a n F r u O i www.rurelec.com 14 CONSOLIDATED STATEMENT OF FINANCIAL POSITION FOR THE YEAR ENDED 31 DECEMBER 2015 COMPANY NUMBER 4812855 Assets Non-current assets Property, Plant and Equipment Intangible Assets Trade and Other Receivables Investment in Joint Venture Current Assets Trade and Other Receivables Cash and Cash Equivalents Assets classified as held for Sale Total Assets Equity and Liabilities Shareholders’ Equity Share Capital Share Premium Account Foreign Currency Reserve Share Option Reserve Other Reserves Special Non-distributable Reserve Retained Earnings Total Equity attributable to shareholders of Rurelec PLC Non-controlling interests Total Equity Current Liabilities Trade and Other Payables Current Tax Liabilities Borrowings Liabilities classified as held for Sale Total Liabilities Total Equity and Liabilities NOTES YEAR ENDED 31.12.15 £’000 YEAR ENDED 31.12.14 £’000 14 15 16a 26 16b 18 32 19 20 21 22a 23 24 18 19,217 23 – – 22,169 1,321 23,212 – 19,240 46,702 20,866 386 9,600 283 3,644 18,178 44,136 74,763 11,228 22,754 (2,212) – – 45,000 (39,262) 37,508 11,228 22,754 (3,211) 146 1,050 45,000 (20,426) 56,541 – 283 37,508 56,824 2,856 – 3,054 5,910 4,423 70 3,164 7,657 718 10,282 6,628 17,939 44,136 74,763 The financial statements were approved by the Board of Directors on 15 July, 2016 and were signed on its behalf by Simon Morris (Executive Director) and Brian Rowbotham (Non-executive Director). RURELEC PLC Annual Report and Accounts for the year ended 31 December 2015 Stock code: RUR 241395 Rurelec Annual Report pp12-pp19.indd C14 241395 Rurelec Annual Report pp12-pp19.indd C14 15/07/2016 16:14 15/07/2016 16:14 PARENT COMPANY STATEMENT OF FINANCIAL POSITION FOR THE YEAR ENDED 31 DECEMBER 2015 15 Assets Non-current assets Investments Trade and Other Receivables Current Assets Inventories Trade and Other Receivables Cash and Cash Equivalents Total assets Equity and liabilities Shareholders’ equity Share Capital Share Premium Account Share Option Reserve Other Reserves Retained Earnings Total Equity Current Liabilities Trade and Other Payables Loans YEAR ENDED 31.12.15 £’000 YEAR ENDED 31.12.14 £’000 NOTES 25 16c 18b 16d 18 19 21 20 21 22b 100 – 100 16,195 24,657 386 41,238 9,755 50,599 60,354 16,195 38 1 16,234 41,338 76,588 11,228 22,754 – 45,000 (41,146) 37,836 2,592 910 3,502 11,228 22,754 146 45,000 (7,521) 71,607 4,981 – 4,981 Total Equity and Liabilities 41,338 76,588 The financial statements were approved by the Board of Directors on 15 July, 2016 and were signed on its behalf by Simon Morris (Executive Directors) and Brian Rowbotham (Non-executive Director). 241395 Rurelec Annual Report pp12-pp19.indd C15 241395 Rurelec Annual Report pp12-pp19.indd C15 15/07/2016 16:14 15/07/2016 16:14 l i s a c n a n F r u O i www.rurelec.com 16 CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2015 Cash Flows from Operating Activities Cash used in Operations Interest Paid Taxation Paid NOTES YEAR ENDED 31.12.15 £’000 YEAR ENDED 31.12.14 £’000 27 (5,545) – (3) (4,890) (312) (8) Net Cash used in Operating Activities (5, 548) (5,210) Cash Flows from Investing Activities Proceeds from Sale of subsidiary Sale/(Purchase) of Plant and Equipment Settlement for Expropriated Assets Repayments from Joint Venture company Net Cash generated from/(Used in) Investing Activities 4,358 – – 2,417 6,775 – (5,135) 18,863 3,381 17,109 Net Cash Inflow/(Outflow) before Financing Activities 1,227 11,899 Cash Flows from Financing Activities Issue of Shares (Net of Costs) Deferred Consideration Loan Drawdowns Loan Principal Repayments Loan Interest Repayments Net Cash (Used in)/Generated from Financing Activities Decrease in Cash and Cash Equivalents Cash and Cash Equivalents at start of year Cash and Cash Equivalents at end of year – 468 (1,237) 1,861 (1,707) (41) (1,124) 103 283 386 (125) 3,170 (18,859) – (15,346) (3,447) 3,730 283 RURELEC PLC Annual Report and Accounts for the year ended 31 December 2015 Stock code: RUR 241395 Rurelec Annual Report pp12-pp19.indd C16 241395 Rurelec Annual Report pp12-pp19.indd C16 15/07/2016 16:14 15/07/2016 16:14 COMPANY STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2015 17 Cash Flows from Operating Activities Cash (Used in)/Generated from Operations Net Cash (Used in)/Generated from Operations Cash Flows from Investing Activities Investment in and Loans to subsidiaries and joint venture company Loan Repayments by joint venture company Loan Repayment from subsidiary Net Cash Generated from/(Used in) Investing Activities NOTES 27 YEAR ENDED 31.12.15 £’000 YEAR ENDED 31.12.14 £’000 ( 4,070) ( 4,070) (4,397) (4,397) (1, 511) – 5, 407 3, 896 (2,919) 3,382 3,323 3,786 Net Cash Outflow before Financing Activities ( 174) (611) Cash Flows from Financing Activities Issue of Shares (Net of Costs) Loan Drawdowns Loan Principal Repayments Loan Interest Repayments Net Cash Generated from Financing Activities Increase/(Decrease) in Cash and Cash Equivalents Cash and Cash Equivalents at start of year Cash and Cash Equivalents at end of year – 1,861 (1, 261) (41) 559 385 1 386 468 278 (155) – 591 (20) 21 1 241395 Rurelec Annual Report pp12-pp19.indd C17 241395 Rurelec Annual Report pp12-pp19.indd C17 15/07/2016 16:14 15/07/2016 16:14 i l s a c n a n F r u O i www.rurelec.com 18 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2015 SHARE CAPITAL £’000 SHARE PREMIUM £’000 NOTE FOREIGN CURRENCY RESERVE £’000 SHARE OPTION RESERVE £’000 RETAINED EARNINGS £’000 OTHER RESERVE £’000 PLANT RESERVE £’000 TOTAL £’000 NON– CONTROLLING INTEREST £’000 TOTAL EQUITY £’000 11,145 67,369 (962) 107 (17,199) Balance at 1.1.14 Issue of Share Share Issue Costs Charge for Share Options Transfer to Other Reserve Non-controlling Interest Transfer to Assets for Sale Total Transactions with Owners Loss for year including Minority Loss Exchange Differences Total Comprehensive Loss 83 – – 467 (82) – – (45,000) – – 83 (44,615) – (2,249) – – – – – – – – – – – – – – – – – – – 45,000 – – – 45,000 (3,227) – (3,227) – – – 1,050 61,510 142 61,652 – – – – – – – – – 550 (82) 39 – – – – – 550 (82) 39 – – 141 141 507 141 648 (3,227) (2,249) (5,476) – (3,227) – – (2,249) (5,476) (20,426) 45,000 1,050 56,541 283 56,824 – – 39 – – 39 – – 146 146 – (2,249) Balance at 31.12.14 11,228 22,754 (3,211) Non-controlling Interest Transfer to Assets for Sale Share option/Plant Reserve Total Transactions with Owners Loss for year including Minority Loss Exchange Differences Total Comprehensive Loss – – – – – 0 – – – – – 0 – – – – 999 999 Balance at 31.12.15 11,228 22,754 (2,212) – – (146) 1,196 (146) 1,196 – (20,032) – (20,032) – 0 0 – – – – – 0 – (1,050) (1,050) – – – – (20,032) – 999 0 19,033 (283) (283) – – (283) (283) – (20,032) – 999 0 (19,033) (39,262) 45,000 0 37,508 0 37,508 RURELEC PLC Annual Report and Accounts for the year ended 31 December 2015 Stock code: RUR 241395 Rurelec Annual Report pp12-pp19.indd C18 241395 Rurelec Annual Report pp12-pp19.indd C18 15/07/2016 16:14 15/07/2016 16:14 COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2015 FOR THE YEAR ENDED 31 DECEMBER 2015 19 SHARE CAPITAL £’000 SHARE PREMIUM £’000 NOTE SHARE OPTION RESERVE £’000 RETAINED EARNINGS £’000 OTHER RESERVE £’000 TOTAL £’000 Balance at 1.1.14 11,145 67,369 107 (8,486) 0 70,135 Transactions with owners Issue of Share Issue Costs Charge for Share Options Transfer to Other Reserve 83 – – – 467 (82) – (45,000) Total transactions with owners 83 (44,615) Profit for year Total Comprehensive Profit – – – – – – 39 – 39 – – – – – – – – – – 45,000 45,000 965 965 – – 550 (82) 39 – 507 965 965 Balance at 31.12.14 11,228 22,754 146 (7,521) 45,000 71,607 Transactions with owners Issue of share Issue costs Cancel charge for share options Transfer to Other Reserve Total transactions with owners Loss for the year Total Comprehensive Loss – – – – – – – – – – – – – – – – (146) – (146) – – 146 – 146 – – (33,771) (33,771) – – – – – – – – – – – – (33,771) (33,771) Balance at 31.12.15 11,228 22,754 – (41,146) 45,000 37,836 241395 Rurelec Annual Report pp12-pp19.indd C19 241395 Rurelec Annual Report pp12-pp19.indd C19 15/07/2016 16:14 15/07/2016 16:14 l i s a c n a n F r u O i www.rurelec.com 20 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2015 1 GENERAL INFORMATION, BASIS OF PREPARATION AND NEW ACCOUNTING STANDARDS 1a General information Rurelec PLC is the Group’s ultimate parent company. It is incorporated and domiciled in England and Wales. The address of Rurelec’s registered office is given on the information page. Rurelec’s shares are traded on the AIM market of the London Stock Exchange PLC. The nature of the Group’s operations and its principal activities are the generation of electricity in South America. 1b Basis of preparation, including going concern The Company and the consolidated financial statements have been prepared in compliance with International Financial Reporting Standards (“IFRSs”) and International Financial Reporting Interpretations Committee (“IFRIC”) interpretations as adopted by the European Union and company law applicable to companies reporting year ended 31 December 2015. The Directors have continued to adopt the going concern basis for the preparation of these financial statements. During 2015 the Group continued to receive funds from Argentina in service of the loans to the joint venture, whilst also selling the Canchayllo development in Peru. Since the year end, the Company has been in advanced negotiations for prospective sales of Group assets in two separate jurisdictions in South America. At the time of this report there can be no guarantee that these sales will conclude. There exists uncertainty as to the timing of the sales of these assets as well as the quantum of the corresponding proceeds. The Company expects to make announcements as necessary regarding the progress of these sales in the near future. Until there is a disposal of assets, the Company is dependent on the continued forbearance of its creditors as it will require additional funds within the next twelve months. The Directors are pursuing alternative sources of working capital until disposal receipts are assured, none of these have been assured yet. These conditions indicate the existence of a material uncertainty that may cast significant doubt over the group’s ability to continue as a going concern and, therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course of business. On the basis that the Group receives these disposal proceeds or the alternative sources of working capital, the Directors have assessed that the Group would have sufficient working capital based on their review of cashflow forecasts for a period of at least 12 months from the signing of the financial statements. 1c New accounting standards At the date of authorisation of these financial statements certain new standards, amendments and interpretations to existing standards have been published but are not yet effective. The Group has not early adopted any of these pronouncements. The new Standards, amendments and Interpretations that are expected to be relevant to the Group’s financial statements are as follows: Standard/interpretation IFRS 9 (2014) IFRS 15 IFRS 16 Content Financial instruments: Revenue from contracts with customers Leases Applicable for financial years beginning on/after 01/01/2018 01/01/2018 01/01/2019 IFRS 9, ‘Financial instruments: Classiﬁ cation and Measurement’ The Directors do not anticipate that the adoption of these standards and interpretations in future periods will have any material impact on the financial statements of the Group. IFRS 15 & 16 ‘Revenue from contracts with customers’ & ‘Leases’ The Directors have not completed their assessment of the impact of the adoption of these standards. 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 2.1 Basis of consolidation The Group financial statements consolidate the results of the Company, the equity accounting under IFRS 11 in the Argentina joint venture, the Group’s 100 per cent. interest in the Chilean entity and the Peruvian assets held for sale. RURELEC PLC Annual Report and Accounts for the year ended 31 December 2015 Stock code: RUR 241395 Rurelec Annual Report pp20-end.indd 20 241395 Rurelec Annual Report pp20-end.indd 20 15/07/2016 16:14 15/07/2016 16:14 NOTES TO THE FINANCIAL STATEMENTS 21 FOR THE YEAR ENDED 31 DECEMBER 2015 Subsidiaries are entities over which the Group has the power to control the financial and operating policies so as to obtain benefits from its activities. The Group obtains and exercises control through voting rights. Management has reviewed its control assessments in accordance with IFRS 10 and has concluded that there is no effect on the classification as subsidiaries or joint ventures of any of the Group’s investees held during the period or comparative periods covered by these financial statements. The consolidated financial statements comprise the financial statements of the Group and its subsidiaries as at 31 December 2015. Control is achieved when the Group 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. Generally there is a presumption that a majority of voting rights result in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation. A joint arrangement is a contractual arrangement whereby the Group and other parties undertake an economic activity that is subject to joint control that is when the strategic financial and operating policy decisions relating to the activities of the joint venture require the unanimous consent of the parties sharing control. The Group reports its interests in joint venture using the equity method of accounting, except when the investment is classified as held for sale. Under the equity method, investments in joint ventures are carried in the consolidated statement of financial position at cost as adjusted for post-acquisition changes in the Group’s share of the net assets of the joint venture, less any impairment in the value of individual investments. Losses of a joint venture in excess of the Group’s interest in that joint venture are not recognised, unless the Group has incurred legal or constructive obligations or made payments on behalf of the joint venture. Any excess of the cost of acquisition over the Group’s share of the net fair value of the identifiable assets, liabilities and contingent liabilities of the joint venture recognised at the date of acquisition is recognised as goodwill. The goodwill, if any is included within the carrying amount of the investment and is assessed annually for impairment as part of the investment. Any excess of the Group’s share of the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of acquisition, after reassessment, is recognised immediately as a profit or loss. Unrealised gains on transactions between the Group and its joint venture are eliminated to the extent of the Group’s interest in the joint venture. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Unrealised gains on transactions between the Group and subsidiary entities are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Amounts reported in the financial statements of subsidiary and joint venture entities have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Group. Acquisitions of subsidiaries are dealt with by the acquisition method. This method involves the recognition at fair value of all identifiable assets and liabilities, including contingent liabilities of the acquired company, at the acquisition date, regardless of whether or not they were recorded in the financial statements of the entity prior to acquisition. On initial recognition, the assets and liabilities of the acquired entity are included in the consolidated statement of financial position at their fair values, which are also used as the bases for subsequent measurement in accordance with the Group’s accounting policies. Investments in subsidiaries are stated at cost in the statement of financial position of the Company. 2.2 Goodwill Goodwill representing the excess of the cost of acquisition over the fair value of the Group’s share of the identifiable net assets acquired is capitalised and reviewed annually for impairment. Goodwill is stated after separating out identifiable assets and liabilities. Goodwill is carried at cost less accumulated impairment losses. Any excess of interest in acquired assets, liabilities and contingent liabilities over fair value is recognised immediately after acquisition through the income statement. www.rurelec.com l i s a c n a n F r u O i 241395 Rurelec Annual Report pp20-end.indd 21 241395 Rurelec Annual Report pp20-end.indd 21 15/07/2016 16:14 15/07/2016 16:14 22 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2015 2.3 Foreign currency translation The financial information is presented in pounds sterling, which is also the functional currency of the parent company. In the separate financial statements of the consolidated entities, foreign currency transactions are translated into the functional currency of the individual entity using the exchange rates prevailing at the dates of the transactions (“spot exchange rate”). Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of remaining balances at year-end exchange rates are recognised in the income statement within ‘other expense’. In the consolidated financial statements, all separate financial statements of subsidiary and joint venture, originally presented in a currency different from the Group’s presentation currency, have been converted into sterling. Assets and liabilities have been translated into sterling at the closing rate at the reporting date. Income and expenses have been converted into sterling at the average rates over the reporting period. Any differences arising from this procedure have been recognised in other comprehensive income and accumulated in the Foreign Currency Reserve. 2.4 Income and expense recognition Revenue represents amounts receivable for goods or services provided in the normal course of business, net of trade discounts, VAT and other sales-related taxes, and excluding transactions with or between Group companies. Revenues from the sale of electricity are recorded based upon output delivered at rates specified under contract terms or prevailing market rates as applicable. Revenue is recognised on the supply of electricity when a contract exists and supply has taken place. Revenue received for keeping power plants operating and available for despatch into the grid as required is recognised on a straight-line basis over the contractual period. During the year under review and the prior year, no revenues were derived from the sale of equipment purchased with a view to subsequent resale Operating expenses are recognised in the income statement upon utilisation of the service or at the date of their origin. All other income and expenses are reported on an accrual basis. Independent Power Corporation PLC a 100 per cent. subsidiary of Rurelec PLC at the beginning of the year was disposed of as at 18 June 2015. 2.5 Dividends Dividends, other than those from investments in associates and joint ventures, are recognised at the time the right to receive payment is established. No dividends were paid or received during the year (2014: nil). 2.6 Borrowing costs All borrowing costs are expensed as incurred except where the costs are directly attributable to specific construction projects, in which case the interest cost is capitalised as part of those assets. 2.7 Property, plant and equipment Property, plant and equipment are stated at cost, net of depreciation and any provision for impairment. No depreciation is charged during the period of construction. All operational buildings and plant and equipment in the course of construction are recorded as plant under construction until such time as they are brought into use by the Group. Plant under construction includes all direct expenditure and may include capitalised interest in accordance with the accounting policy on that subject. On completion, such assets are transferred to the appropriate asset category. Repairs and maintenance are charged to the income statement during the financial period in which they are incurred. The cost of major renovations and overhauls is included in the carrying amount of the assets where it is probable that the economic life of the asset is significantly enhanced as a consequence of the work. Major renovations and overhauls are depreciated over the expected remaining useful life of the work. Depreciation is calculated to write down the cost less estimated residual value of all property, plant and equipment other than freehold land which is not depreciated by equal annual instalments over their estimated useful economic lives. The periods generally applicable are: Plant and equipment 3 to 15 years Material residual values are updated as required, but at least annually. Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount. RURELEC PLC Annual Report and Accounts for the year ended 31 December 2015 Stock code: RUR 241395 Rurelec Annual Report pp20-end.indd 22 241395 Rurelec Annual Report pp20-end.indd 22 15/07/2016 16:14 15/07/2016 16:14 NOTES TO THE FINANCIAL STATEMENTS 23 FOR THE YEAR ENDED 31 DECEMBER 2015 2.8 Impairment of tangible and intangible assets At each reporting date, the Group reviews the carrying amount of its property, plant and equipment and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in the income statement. The Group recognises a cash-generating unit by its ability to independently earn income. The Group carries each cash- generating unit in an individual special purpose company so they are easily recognised. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in the income statement. 2.9 Non-current Assets Held for Sale and Discontinued Operation. In general IFRS 5 outlines how to account for non-current assets held for sale such that assets (or disposal groups) held for sale are not depreciated, are measured at the lower of carrying amount and fair value less costs to sell, and are presented separately in the statement of financial position. The following conditions must be met for an asset (or ‘‘disposal group’’) to be classified as held for sale: IFRS 5.6-8 • management is committed to a plan to sell • the asset is available for immediate sale • an active program to locate a buyer is initiated • the sale is highly probable, within 12 months of classification as held for sale (subject to limited exceptions) • the asset is being actively marketed for sale at a sales price reasonable in relation to its fair value • actions required to complete the plan indicate that it is unlikely that plan will be significantly changed or withdrawn The assets need to be disposed of through sale. When the Group is committed to a sale involving loss of control of a subsidiary that qualifies for held-for-sale classification under IFRS 5 the Group classifies all of the assets and liabilities of that subsidiary as held for sale, even if the entity will retain a non-controlling interest in its former subsidiary after the sale. Non-current assets or disposal groups that are classified as held for sale are measured at the lower of carrying amount and fair value less costs to sell. Assets classified as held for sale, and the assets and liabilities included within a disposal group classified as held for sale, are presented separately on the face of the statement of financial position. The sum of the post-tax profit or loss of the discontinued operation and the post-tax gain or loss recognised on the measurement to fair value less cost to sell or fair value adjustments on the disposal of the assets (or disposal group) is presented as a single amount on the face of the statement of comprehensive income. 2.10 Taxation Current income tax assets and liabilities comprise those obligations to, or claims from, fiscal authorities relating to the current or prior reporting period, that are unpaid at the reporting date. They are calculated according to the tax rates and tax laws applicable to the fiscal periods to which they relate, based on the taxable profit for the period. All changes to current tax assets or liabilities are recognised as a component of tax expense in the income statement or through the statement of changes in equity. Deferred income taxes are calculated using the liability method on temporary differences. This involves the comparison of the carrying amounts of assets and liabilities in the consolidated financial statements with their respective tax bases. However, in accordance with the rules set out in IAS 12, no deferred taxes are recognised in respect of non-tax deductible goodwill. In addition, tax losses available to be carried forward as well as other income tax credits to the Group are assessed for recognition as deferred tax assets. Deferred tax liabilities are provided for in full with no discounting. Deferred tax assets are recognised to the extent that it is probable that the underlying deductible temporary differences will be able to be offset against future taxable income. Current and deferred tax assets and liabilities are calculated at tax rates that are expected to apply to their respective period of realisation, provided that they are enacted or substantially enacted at the reporting date. www.rurelec.com l i s a c n a n F r u O i 241395 Rurelec Annual Report pp20-end.indd 23 241395 Rurelec Annual Report pp20-end.indd 23 15/07/2016 16:14 15/07/2016 16:14 24 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2015 Deferred tax is provided on differences between the fair value of assets and liabilities acquired in an acquisition and the carrying value of the assets and liabilities of the acquired entity and on the differences relating to investments in subsidiary and joint venture companies if the difference is a temporary difference and is expected to reverse in the foreseeable future. Changes in deferred tax assets and liabilities are recognised as a component of tax expense in the income statement, except where they relate to items that are charged or credited directly to equity in which case the related deferred tax is also charged or credited directly to equity. 2.11 Financial assets The Group’s financial assets include cash and cash equivalents, loans and receivables. Cash and cash equivalents include cash at bank and in hand as well as short term highly liquid investments such as bank deposits. Loans and receivables are non-derivative financial assets with fixed or determinable payment dates that are not quoted in an active market. They arise when the Group provides money, goods or services directly to a debtor with no intention of trading the receivable. Receivables are measured initially at fair value and subsequently re-measured at amortised cost using the effective interest method, less provision for impairment. Any impairment is recognised in the income statement. Trade receivables are provided against when objective evidence is received that the Group will not be able to collect all amounts due to it in accordance with the original terms of the receivables. The amount of the write-down is determined as the difference between the assets carrying amount and the present value of estimated cash flows. 2.12 Financial liabilities Financial liabilities are obligations to pay cash or other financial instruments and are recognised when the Group becomes a party to the contractual provisions of the instrument. All transaction costs are recognised immediately in the income statement. A financial liability is derecognised only when the obligation is extinguished, that is when the obligation is discharged, cancelled or expires. Bank and other loans are raised for support of long-term funding of the Group’s operations. They are recognised initially at fair value, net of transaction costs and are subsequently measured at amortised cost using the effective interest method. Finance charges, including premiums payable on settlement or redemption, and direct issue costs are charged to the income statement on an accruals basis using the effective interest method and are added to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise. 2.13 Inventories Inventories comprise spare parts and similar items for use in the Group’s plant and equipment. Inventories are valued at the lower of cost and net realisable value on a first in, first out basis. 2.14 Shareholders’ equity Equity attributable to the shareholders of the parent company comprises the following: “Share capital” represents the nominal value of equity shares. “Share premium” represents the excess over nominal value of the fair value of consideration received for equity shares, net of expenses of the share issue. “Foreign currency reserve” represents the differences arising from translation of investments in overseas subsidiaries. “Share option reserve” represents the fair value of options granted and outstanding at the year-end. “Retained earnings” represents retained profits. “Other reserves” comprises the reduction of the share premium account. “Plant reserve” in prior year related to the revaluation of Argentine assets. 2.15 Pensions During the year under review, the Group did not operate or contribute to any pension schemes (2014: nil). RURELEC PLC Annual Report and Accounts for the year ended 31 December 2015 Stock code: RUR 241395 Rurelec Annual Report pp20-end.indd 24 241395 Rurelec Annual Report pp20-end.indd 24 15/07/2016 16:14 15/07/2016 16:14 NOTES TO THE FINANCIAL STATEMENTS 25 FOR THE YEAR ENDED 31 DECEMBER 2015 2.16 Segment reporting In identifying its operating segments, management follows the Group’s geographic locations and are reported in a manner consistent with the Chief Operating Decision Maker. The activities undertaken by segments are the generation of electricity in their country of incorporation within South America. Each of the operating segments is managed separately as the rules and regulations vary from country to country. The measurement policies used by the Group for segment reporting under IFRS 8 are the same as those used in the financial statements. 3 KEY ASSUMPTIONS AND ESTIMATES When preparing the financial statement, management make a number of judgements, estimates and assumptions about the recognition and measurement of assets, liabilities income and expenses. The actual results may differ from the judgements, estimates and assumptions made and will seldom equal the estimated results. The areas which management consider are likely to be most affected by the significant judgements, estimates and assumptions on recognition and measurement of assets, liabilities, income and expenses are: a) Useful lives of depreciable assets – management review, with the assistance of external expert valuers, the useful lives of depreciable assets at each reporting date. Actual results, however, may vary due to changes in technology and industry practices. b) Impairment – management review tangible and intangible assets at each balance sheet date to determine whether there is any indication that those assets have suffered an impairment loss. This review process includes making assumptions about future events, circumstances and operating results. The actual results may vary from those expected and could therefore cause significant adjustments to the carrying value of the Group’s assets. Details of the assumptions underlying management’s forecasts for the Group’s main Cash Generating Unit (“CGU”) are set out in Note 15. c) Deferred tax assets and liabilities – there exists an element of uncertainty regarding both the timing of the reversing of timing differences and the tax rate which will be applicable when the reversing of the asset or liability occurs. d) Asset acquisitions – where the Group acquires assets or a company which is not considered to be a business as defined by IFRS 3, the transaction is accounted for as an asset acquisition and not a business combination. e) Management have assessed that we do not control the Argentine Joint Venture and therefore have treated the joint venture in accordance with IFRS 11 (see Note 27). This assessment is based on the lack of power over the investee and due to the exposure to variable returns from its involvement with the investee. f) Accrued Income – Management makes assessments as to the amounts of accrued income that is recognised in the Group’s accounts. The amounts recognised are based on what is expected to be received in total and relate to success fees from projects developed by the Group. These amounts are then reviewed with adjustments for the level of completion of the project and the likelihood of reaching financial close when the amounts will become due. These are judgements made by management of the Group and the actual results may differ from these judgemental assessments. 241395 Rurelec Annual Report pp20-end.indd 25 241395 Rurelec Annual Report pp20-end.indd 25 15/07/2016 16:14 15/07/2016 16:14 i l s a c n a n F r u O i www.rurelec.com 26 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2015 4 SEGMENT ANALYSIS Management currently identifies the Group’s four geographic operating segments; Argentina, Chile, Peru and the head office in the UK, as operating segments as further described in the accounting policy note. These operating segments are monitored and strategic decisions are made on the basis of segment operating results. However even though the Argentine operation has been accounted for under the equity accounting method as a Joint Venture under IFRS 11 the segmental analysis is shown in this Note 4 but then removed in consolidation adjustments to provide the results in accordance with IFRS 11. More details on the effect of this has been shown in Note 27. The following tables provide an analysis of the operating results, total assets and liabilities, capital expenditure and depreciation for 2015 and 2014 for each geographic segment. a) 12 months to 31.12.2015 Revenue Cost of sales Gross profit/(loss) Administrative expenses Profit/(loss) from operations Other (expense)/income Foreign exchange (losses)/gains Finance income Finance expense ARGENTINA £’000 CHILE £’000 PERU £’000 9,099 (6,080) 3,019 (684) 2,335 (13,313) (2,956) – (701) – – – (139) (139) (2,345) (165) (802) – – – – (1,760) (1,760) (245) (1,828) (508) (361) UK £’000 179 (22) 157 (2,573) (2,416) (1,669) 1,887 3,695 (88) (Loss)/profit before tax (14,635) (3,451) (4,70 2) 1,409 Tax expense (403) – (3) – (Loss)/profit for the year (15,038) (3,45 1) (4,70 5) 1,4 09 Total assets Total liabilities Capital expenditure Depreciation 16,372 17,740 – 261 6,688 6,510 – – 3,644 718 – 45 41,338 3,502 – 3 BOLIVIA £’000 CONSOLIDATION ADJUSTMENTS £’000 TOTAL £’000 179 (22) 157 (4,435) (4,278) (9,099) 6,080 (3,019) 721 (2,298) – (17,572) 2,956 – 692 1, 350 403 1,75 3 (23,906) (21,842) – (261) (106) 2,385 (458) (20,029) (3) (20,032) 44,136 6,628 – 48 – – – – – – – – – – – – – – – – RURELEC PLC Annual Report and Accounts for the year ended 31 December 2015 Stock code: RUR 241395 Rurelec Annual Report pp20-end.indd 26 241395 Rurelec Annual Report pp20-end.indd 26 15/07/2016 16:14 15/07/2016 16:14 NOTES TO THE FINANCIAL STATEMENTS 27 FOR THE YEAR ENDED 31 DECEMBER 2015 ARGENTINA £’000 CHILE £’000 PERU £’000 BOLIVIA £’000 CONSOLIDATION ADJUSTMENTS £’000 b) 12 months to 31.12.2014 Revenue Write off of accrued income Cost of sales Gross profit/(loss) Administrative expenses Profit/(loss) from operations Other (expense)/income Foreign exchange (losses)/gains Finance income Finance expense (Loss)/profit before tax Tax expense Loss for the year Total assets Total liabilities Capital expenditure Depreciation 8,611 – (5,579) 3,032 (293) 2,739 – (2,175) – (674) (110) (105) (215) 11,545 23,383 – 293 UK £’000 423 (3,219) (231) (3,027) (3,208) (6,235) (574) 2,760 3,780 (918) – – – – (661) (661) – (631) 18 (742) (2,016) (1,187) (8) – (2,024) (1,187) – – – – (83) (83) – 51 – – (32) – (32) TOTAL £’000 303 (3,219) (231) (3,147) (3,832) (6,979) (392) 2,180 2,568 (312) (2,936) (8) (2,944) (8,731) – 5,579 (3,152) 413 (2,739) (117) 2,175 (1,230) 2,022 110 105 215 – – – – – – 299 – – – 299 – 299 – – – – 6,458 7,321 – – 18,528 22,697 5,087 2 78,626 6,865 48 10 (40,394) (42,327) – (293) 74,763 17,939 5,135 12 The impairment relating to the IPC goodwill recognised on consolidation is regarded as relating to the UK operating segment. This is due to the Chief Operating Decision Maker reviewing the results of IPC within the UK operating segment. 5 EXCHANGE RATE SENSITIVITY ANALYSIS The key exchange rates applicable to the results were as follows: i) Closing rate AR $ (Argentine Peso) to £ US $ to £ CLP (Chilean Peso) to £ PEN (Peruvian Sol) to £ ii) Average rate AR $ (Argentine Peso) to £ US $ to £ CLP (Chilean Peso) to £ PEN (Peruvian Sol) to £ YEAR ENDED 31.12.15 YEAR ENDED 31.12.14 19.2522 1.4824 1,048.2000 4.9637 14.3764 1.5256 1,005.1725 4.8183 13.2814 1.5532 940.964 4.5744 12.7777 1.6445 940.528 4.6084 If the exchange rate of sterling at 31 December 2015 had been stronger or weaker by 10 per cent. with all other variables held constant, shareholder equity at 31 December 2015 would have been £2.5 million (2014: £3.3 million) lower or higher than reported. If the average exchange rate of sterling during 2015 had been stronger or weaker by 10 per cent. with all other variables held constant, the profit for the year would have been £0.2 million (2014: £0.1 million) higher or lower than reported. www.rurelec.com l i s a c n a n F r u O i 241395 Rurelec Annual Report pp20-end.indd 27 241395 Rurelec Annual Report pp20-end.indd 27 15/07/2016 16:14 15/07/2016 16:14 28 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2015 6 COST OF SALES Expenditure incurred in cost of sales is as follows: Cost of Equipment and ancillary costs Other 7 ADMINISTRATIVE EXPENSES Expenditure incurred in administrative expenses is as follows: Payroll and social security Services, legal and professional Office costs and general overheads Audit services1 YEAR ENDED 31.12.15 £’000 YEAR ENDED 31.12.14 £’000 – 22 22 2 2 29 2 31 YEAR ENDED 31.12.15 £’000 YEAR ENDED 31.12.14 £’000 1,728 1,082 1,539 86 4,435 1,754 678 1,326 74 3,832 1 Audit services include £72.5k (2104: £74.0k) paid to the auditors for the audit of the Company and the Group financial statements and £nil paid to the Company’s auditors for non-audit professional services provided to the Company in connection with the review of overseas activities. Fees paid to other auditors, in respect of the audit of joint venture companies, amounted to £13.4k (2014: £35k). RURELEC PLC Annual Report and Accounts for the year ended 31 December 2015 Stock code: RUR 241395 Rurelec Annual Report pp20-end.indd 28 241395 Rurelec Annual Report pp20-end.indd 28 15/07/2016 16:14 15/07/2016 16:14 NOTES TO THE FINANCIAL STATEMENTS 29 FOR THE YEAR ENDED 31 DECEMBER 2015 8 EMPLOYEE COSTS a) Group Aggregate remuneration of all employees and Directors, including social security costs The average number of employees in the Group, including Directors, during the year was as follows: Management Development Administration Total b) Company Aggregate remuneration of all employees and Directors, including social security costs The average number of employees in the Company, including Directors, during year was as follows: Management Administration Total YEAR ENDED 31.12.15 £’000 1,728 YEAR ENDED 31.12.14 £’00. 1,754 NUMBER NUMBER 4 16 11 31 5 18 22 45 YEAR ENDED 31.12.15 £’000 1,405 YEAR ENDED 31.12.14 £’000 62 NUMBER NUMBER 4 5 9 5 0 5 In the prior year the majority of costs & staff were included in IPC rather than Rurelec entity. c) Directors’ remuneration, including social security costs The total remuneration paid to the Directors was £939k (2014: £717k). The total remuneration of the highest paid Director was £267k (2014: £230k). Other emoluments paid were health insurance costs, there were no bonuses, pension costs or share based payments paid during the year (2014: Nil) P. Earl E. Shaw A. Morris M. Blanco L. Coben C Emson B Rowbotham P Galante M Keegan S Morris Total YEAR ENDED 31.12.15 £’000 Base Salary/Fee Inc. Social Security YEAR ENDED 31.12.15 £’000 Other Emoluments 263 205 189 30 – 25 30 7 84 96 929 4 3 3 – – – – – – – 10 YEAR ENDED 31.12.15 £’000 YEAR ENDED 31.12.14 £’000 Total 267 208 192 30 – 25 30 7 84 96 939 Total 230 177 212 24 15 29 30 – – – 717 www.rurelec.com l i s a c n a n F r u O i 241395 Rurelec Annual Report pp20-end.indd 29 241395 Rurelec Annual Report pp20-end.indd 29 15/07/2016 16:14 15/07/2016 16:14 30 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2015 9 (a) OTHER EXPENSE Foreign exchange (losses)/gains Total (b) OTHER EXPENSE Loss on Bolivia settlement Loss on settlement of Claim – Bolivia1 Arbitration Costs/Cost Reduction2 Impairment charge on intangible in IPC3 Total YEAR ENDED 31.12.15 £’000 (106) (106) YEAR ENDED 31.12.14 £’000 2,180 2,180 YEAR ENDED 31.12.15 £’000 YEAR ENDED 31.12.14 £’000 – – – – (376) 259 (691) (808) 1 2 3 The loss on the settlement with the Plurinational Government of Bolivia has been arrived at further to the agreement in April 2014 from meetings held between the senior management of Rurelec plc and the Attorney General of Bolivia. The agreed settlement is $31.5 million or £19.1 million which is made up of £17.5 million compensation claim and interest of £1.6 million. The carrying value of the claim, excluding interest and reimbursement of costs, as at 31 December 2012 was £47.0 million and therefore the loss was £29.5 million. The amount shown for 2014 of £376k loss was the adjustment of what was accrued in 2013 and paid in 2014. The arbitration costs were not awarded to Rurelec and so £4.9 million has been taken as a charge in 2013, in 2014 these costs were reduced by £259k in agreement with the suppliers. Following disposal goodwill in IPC has been written off in 2014 impairment testing for IPC resulted in an impairment of £691k , see Note 15 for further details. (c) OTHER EXPENSE Birdsong Loan Expense Birdsong loan participation expense – CVR costs1 Total YEAR ENDED 31.12.15 £’000 – – YEAR ENDED 31.12.14 £’000 416 416 1 The Birdsong loan included a contingent value right which amounted to 15 per cent. of the Bolivian claim plus interest. In 2014 there was a £416k write back of CVR costs these are included in other income. RURELEC PLC Annual Report and Accounts for the year ended 31 December 2015 Stock code: RUR 241395 Rurelec Annual Report pp20-end.indd 30 241395 Rurelec Annual Report pp20-end.indd 30 15/07/2016 16:14 15/07/2016 16:14 NOTES TO THE FINANCIAL STATEMENTS 31 FOR THE YEAR ENDED 31 DECEMBER 2015 (d) OTHER EXPENSE Realised loss on disposal IPC Impairment provisions Argentina Peru Chile (Africa Project) Total interest income 10 FINANCE INCOME & EXPENSE Inter-group interest received/receivable1 Withholding Tax write back Bank interest Total interest income YEAR ENDED 31.12.15 £’000 1,669 13,313 245 2,345 17,572 YEAR ENDED 31.12.14 £’000 2,450 117 – 2,567 YEAR ENDED 31.12.15 £’000 2,376 – 9 2,385 Interest expense paid/payable on bank borrowings and loans2 (458) (312) 1 2 Inter-group interest arises on loans by the Company to its 50 per cent. owned joint venture companies (PEL and EdS). Interest on inter-group loans has been charged at rates of between 8 per cent. and 19 per cent. Interest paid/payable includes interest on bank borrowings and other loans in Peru. The details of the amounts due under the loans are shown in Note 25. Sensitivity analysis arising from changes in borrowing costs is set out in Note 25. 241395 Rurelec Annual Report pp20-end.indd 31 241395 Rurelec Annual Report pp20-end.indd 31 15/07/2016 16:14 15/07/2016 16:14 l i s a c n a n F r u O i www.rurelec.com 32 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2015 11 TAX EXPENSE The relationship between the expected tax expense at basic rate of 20 per cent. (2014: 21.50 per cent.) and the tax expense actually recognised in the income statement can be reconciled as follows: Result for the year before tax Standard rate of corporation tax in UK Expected tax credit Permanent differences Unrecognised loss carried forward Actual tax expense Comprising: Current tax expense Deferred tax/(net credit) Total credit (expense) YEAR ENDED 31.12.15 £’000 (20,029) 20.00% (4,006) (3) 4,006 (3) (3) – (3) YEAR ENDED 31.12.14 £’00. (2,936) 21.50% (632) (8) 632 (8) (8) – (8) The expected tax credit for the year £4.0 million is not recognised as an asset due to the uncertainty and unknown timing of its realisation against future profits. The accumulated unrecognised deferred tax asset is £7.8 million. 12 EARNINGS PER SHARE Basic loss per share is calculated by dividing the loss for the period attributable to shareholders by the weighted average number of shares in issue during the period. Average number of shares in issue Effect of dilution – share options outstanding Result for the year Loss attributable to equity holders of the parent Basic loss per share Diluted loss per share YEAR ENDED 31.12.15 YEAR ENDED 31.12.14 561,387,586 561,181,121 – – £(20.0)m (3.57p) (3.57p) £(2.9)m (0.52p) (0.52p) There is no difference between the Basic and Diluted loss per share as there was a loss in the year and therefore the outstanding options were anti-dilutive. 13 HOLDING COMPANY’S RESULT FOR THE YEAR As permitted by Section 408 of the Companies Act 2006, the holding company’s income statement is not shown separately in the financial statements. The loss for the year was £33.8 million due to impairments for loans to Argentine joint venture in the year of £13.3 million, impairments re operations in Peru of £7.6 million, impairments re Termonor project in Chile of £2.3 million (2014: profit £1.0 million) and the loss on disposal of IPC £1.7 million. There are also Impairment provisions for the investment in Argentina £8.2 million and impairment provisions for loans to Chile £2.5 million. RURELEC PLC Annual Report and Accounts for the year ended 31 December 2015 Stock code: RUR 241395 Rurelec Annual Report pp20-end.indd 32 241395 Rurelec Annual Report pp20-end.indd 32 15/07/2016 16:14 15/07/2016 16:14 NOTES TO THE FINANCIAL STATEMENTS 33 FOR THE YEAR ENDED 31 DECEMBER 2015 14 PROPERTY, PLANT AND EQUIPMENT LAND £’000 PLANT AND EQUIPMENT £’000 PLANT UNDER CONSTRUCTION £’000 a) Group Cost at 1.1.14 Exchange adjustments Transfer of Assets Held for Sale Additions Cost at 31.12.14 Exchange adjustments Transfer of Assets Held for Sale Impairments Cost at 31.12.15 Accumulated Depreciation at 1.1.14 Exchange adjustments Charge for the year Accumulated Depreciation at 31.12.14 Exchange adjustments Charge for the year Transfer of Assets Held for Sale Accumulated Depreciation at 31.12.15 Net book value – 31.12.15 Net book value – 31.12.14 72 – – – 72 – – (72) – – – – – – – – – – 72 16,195 – – 60 16,255 – – (60) 16,195 9 – 12 21 – 48 – 69 11,530 (1,184) (9,558) 5,075 5,863 (1,408) – (1,364) 3,091 – – – – – – – – TOTAL £’000 27,797 (1,184) (9,558) 5,135 22,190 (1,408) – (1,496) 19,286 9 0 12 21 – 48 – 69 16,126 16,234 3,091 5,853 19,217 22,169 The Property, plant and equipment of £16.2 million mainly relates to two turbines valued at £16.2 million. Plant under construction comprises of plant in Chile £3.1 million and Peru. The plant at Canchayllo was completed in December 2014, and transferred to plant and equipment. It was commissioned in January 2015. b) Company The Company had no property, plant and equipment. 15 INTANGIBLE ASSETS At 1 January 2015 Disposal of IPC At 31 December 2015 At 1 January 2014 Additions Impairment At 31 December 2014 GOODWILL £’000 1,321 (1,298) 23 1,792 220 (691) 1,321 www.rurelec.com i l s a c n a n F r u O i 241395 Rurelec Annual Report pp20-end.indd 33 241395 Rurelec Annual Report pp20-end.indd 33 15/07/2016 16:14 15/07/2016 16:14 34 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2015 The Group tests goodwill annually or more frequently if there are indications that the intangible asset might be impaired. The recoverable amounts are determined from value in use calculations. The key assumptions for the value in use calculations are those regarding the future cash flows (for a period of 5 years) which are based on the most recent financial projections prepared for each Cash Generating Unit (“CGU”). The projections incorporate management’s assumptions regarding revenue volumes, revenue prices, operating costs, including gas and forecast growth and are based on historical experience and current information. A long term discount rate, derived from market data on comparable interest rates in the local markets in which the Group operates, is then applied to the projected future cash flows. The equity discount rate applied is 13 per cent. (2014 – 13 per cent.). In the year ended 31 December 2014 management have concluded that there is uncertainty relating to certain elements of accrued income previously recognised in relation to operations conducted in Central Illapa. This has resulted in approximately £3.2 million of accrued revenue being written off in the year. Central Illapa SA is a wholly owned subsidiary of Rurelec PLC, the goodwill on acquisition was £23k. 16 TRADE AND OTHER RECEIVABLES a) Group – non-current Trade receivables Amounts due from joint venture companies1 Other receivables and prepayments YEAR ENDED 31.12.15 £’000 YEAR ENDED 31.12.14 £’000 – – – – 100 23,093 19 23,212 1 Amounts due from joint venture companies represent the amounts lent by the Company, net of impairments, to PEL and EdS, including credit support provided to suppliers of EdS. Interest on these amounts has been accrued at rates of between 8 per cent. and 18 per cent. per annum. b) Group – current Trade receivables Other receivables and prepayments Other receivables and prepayments include £20.1 million due from PEL and EdS. c) Company – Non-current Amounts owed by subsidiary companies Amounts owed by joint venture companies YEAR ENDED 31.12.15 £’000 YEAR ENDED 31.12.14 £’000 607 20,259 20,866 38 9,562 9,600 YEAR ENDED 31.12.15 £’000 YEAR ENDED 31.12.14 £’000 – – – 27,505 23,094 50,599 RURELEC PLC Annual Report and Accounts for the year ended 31 December 2015 Stock code: RUR 241395 Rurelec Annual Report pp20-end.indd 34 241395 Rurelec Annual Report pp20-end.indd 34 15/07/2016 16:14 15/07/2016 16:14 NOTES TO THE FINANCIAL STATEMENTS 35 FOR THE YEAR ENDED 31 DECEMBER 2015 d) Company – current Loans to Joint Ventures 2 Loans to Subsidiaries 1 Other receivables and prepayments YEAR ENDED 31.12.15 £’000 YEAR ENDED 31.12.14 £’000 20,103 4,149 405 24,657 – – 38 38 The amounts owed by subsidiary companies include: 1 2 Loans to subsidiaries in Chile £7.8 million and Peru £8.5 million are repayable on demand. At a group level, these loans have been impaired to £3.0 million in Chile and by £1.1 million in Peru. The loans to Chile and Peru bear Zero per cent. interest at rates. The loans Peru are expected to be recovered once the assets have been sold, which management expect to occur during 2016. The amounts owed by joint venture companies are interest bearing at rates of between 8 per cent. and 18 per cent. and are repayable on demand. During the period the Group received US $3.7 million from EdS in service of the amounts due £6.7 million (2014: £8.6 million) is secured by a ﬁ rst charge against the assets of EdS. All trade and other receivables are unsecured and are not past their due by dates. The fair values of receivables are not materially different to the carrying values shown above. 17 INVENTORIES Company – Inventories Inventories Inventories comprises of two Siemens 701DU Turbines acquired from IPSA Group plc in June 2013. 18 CASH AND CASH EQUIVALENTS a) Group Cash and short-term bank deposits b) Company Cash and short-term bank deposits YEAR ENDED 31.12.15 £’000 YEAR ENDED 31.12.14 £’000 16,195 16,195 YEAR ENDED 31.12.15 £’000 YEAR ENDED 31.12.14 £’000 386 386 283 1 Cash and short-term bank deposits are held, where the balance is material, in interest bearing bank accounts, accessible at between 1 and 30 days’ notice. The effective average interest rate is less than 1 per cent. The Group holds cash balances to meet its day-to-day requirements. www.rurelec.com i l s a c n a n F r u O i 241395 Rurelec Annual Report pp20-end.indd 35 241395 Rurelec Annual Report pp20-end.indd 35 15/07/2016 16:14 15/07/2016 16:14 36 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2015 19 SHARE CAPITAL In issue, called up and fully paid YEAR ENDED 31.12.15 £’000 YEAR ENDED 31.12.14 £’000 561,387,586 ordinary shares of 2p each (2014: 561,387,586) 11,228 11,228 20 SHARE OPTION RESERVE Balance at 1 January 2015 Change for the Year Cancellation of share option scheme Balance at 31 December 2015 YEAR ENDED 31.12.15 £’000 146 – (146) – YEAR ENDED 31.12.14 £’000 107 39 – 146 21 OTHER RESERVE On 17 December 2014 The High Court approved the reduction in the share premium account of the company of £45,000,000 and the creation of a special reserve in the accounts of the Group. The Group had accumulated losses on its profit and loss account of £7,371,683. The existence of these losses prevents the Company from paying dividends to its shareholders out of future profits until these losses have been eliminated. The Board considered that the accumulated losses represented a permanent loss and given the size of the accumulated losses, there was in the opinion of the Board no reasonable prospect of the losses being eliminated in the short term. It was proposed that the permanent loss should be recognised by eliminating the deficit on the profit and loss account. This would be achieved by the reduction in the balance on the Share Premium Account of the Company. The Company had built up a substantial Share Premium Account through the issue of shares for cash at values in excess of the nominal value of those shares. At the time of the High Court hearing, the balance standing to the credit of the share premium account was £67,835,921. A resolution was proposed and successfully passed at a General Meeting on 25 November 2014 to reduce the amount standing to the credit of the share premium account of the Company by £45,000,000 from £67,835,921 to £22,835,921. The resolution was subsequently confirmed by the High Court in the terms proposed at the time by your Board, the effect of the Capital Reduction was to release part of the amount standing to the credit of the Share Premium Account of the Company so that £45,000,000 (i) may be used by the Company to eliminate the deficit on the profit and loss account and (ii) the balance credited to the distributable reserves of the Company to allow the Company to pay dividends in due course. Share issue costs of £82,233 have been offset against the Share Premium account, which is now shown at £22,753,689. The implementation of the Capital Reduction is subject to a number of criteria which are explained further below. Capital Reduction – Share Premium Account Share premium is treated as part of the capital of the Company and arises on the issue by the Company of shares at a premium to their nominal value. The premium element is credited to the Share Premium Account. The Company is generally precluded from the payment of any dividends or other distributions or the redemption or buy back of its issued shares in the absence of sufficient distributable reserves, and the Share Premium Account can be applied by the Company only for limited purposes. In particular, the Share Premium Account is a non-distributable capital reserve and the Company’s ability to use any amount credited to that reserve is limited by the Companies Act. However, with the confirmed approval of our shareholders by way of a special resolution and subsequent confirmation by the High Court, the Company has reduced our Company’s share premium account and credited it to the profit and loss account. RURELEC PLC Annual Report and Accounts for the year ended 31 December 2015 Stock code: RUR 241395 Rurelec Annual Report pp20-end.indd 36 241395 Rurelec Annual Report pp20-end.indd 36 15/07/2016 16:14 15/07/2016 16:14 NOTES TO THE FINANCIAL STATEMENTS 37 FOR THE YEAR ENDED 31 DECEMBER 2015 To the extent that the release of such a sum from the Share Premium Account creates or increases a credit on the profit and loss account, that sum represents distributable reserves of the Company subject to the restrictions set out below. Capital Reduction – Procedure In order to approve the Capital Reduction, the High Court was required to be satisfied that the interests of the Company’s creditors will not be prejudiced by the Capital Reduction. The Company was not required to seek written consent to the Capital Reduction from its creditors. However, for the benefit of those of its creditors from whom consent is not required, the Company will not be capable of making a distribution to shareholders until any such outstanding obligations have been discharged, and the Company has given an undertaking to that effect to the High Court. At the date of the audit report there are some £1.2 million of creditors to be settled. The Board of Directors consider that these amounts will be settled in the short term and therefore the £45 million remains within a Special Reserve which is non-distributable until these settlements have occurred. The Capital Reduction does not affect the number of Shares in issue, the nominal value per Share or the voting or dividend rights of any Shareholder. 22 TRADE AND OTHER PAYABLES a) Group – current Trade payables Accruals b) Company – current Trade payables Accruals 23 TAX LIABILITIES Group – current P.A.Y.E. VAT YEAR ENDED 31.12.15 £’000 YEAR ENDED 31.12.14 £’000 2,856 – 2,856 2,592 – 2,592 4,046 377 4,423 4,193 788 4,981 YEAR ENDED 31.12.15 £’000 YEAR ENDED 31.12.14 £’000 – – – 84 (14) 70 www.rurelec.com l i s a c n a n F r u O i 241395 Rurelec Annual Report pp20-end.indd 37 241395 Rurelec Annual Report pp20-end.indd 37 15/07/2016 16:14 15/07/2016 16:14 38 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2015 24 BORROWINGS Group – Current Other Loans Group – Total Borrowings The Group’s borrowings are repayable as follows: Within 1 year In more than 1 year, but less than 2 years In more than 2 years, but less than 3 years In more than 3 years Company – Current Other Loans Company – Total Borrowings The Group’s borrowings are repayable as follows: Within 1 year In more than 1 year, but less than 2 years In more than 2 years, but less than 3 years In more than 3 years YEAR ENDED 31.12.15 £’000 YEAR ENDED 31.12.14 £’000 3,054 3,054 3,054 3,054 – – – 3,164 3,164 3,164 3,164 – – – 3,054 3,164 910 910 910 910 – – – 910 – – – – – – – – Group Other loans of £3.1 million including accrued interest are made up of £2.2 million from Technology Finance Ltd £0.6 million loans from Radix Investments (UK) Ltd repaid after the year end and £0.3 million due to Grange Capital Ltd of which £0.1 million has been repaid after the year end. Company Other loans of £0.9 million including accrued interest are made up of £0.6 million loans from Radix Investments (UK) Ltd repaid after the year end and £0.3 million due to Grange Capital Ltd of which £0.1 million has been repaid after the year end. Sensitivity analysis to changes in interest rates: If interest rates on the Group’s borrowings during the year had been 0.5 per cent. higher or lower with all other variables held constant, the interest expense and pre-tax profits would have had a nominal impact on earnings. Sensitivity analysis to changes in exchange rates: Only US $375k of these loans are denominated in US $. These are included in liabilities held for sale. As a result, the liability to the Group’s lenders will change as exchange rates change. The overall effect on the Group’s net equity which would arise from changes in exchange rates is set out in Note 5 above. The effect on borrowings alone if exchange rates weakened or strengthened by 10 per cent. with all other variables held constant would be to reduce or increase the value of the Group’s borrowings and equity by £5k (2014: £12k). The Group’s Joint Venture borrowings are denominated in AR $ and US $ and are substantially related to specific electricity generating assets and therefore the effect on the net equity of the Group is limited. RURELEC PLC Annual Report and Accounts for the year ended 31 December 2015 Stock code: RUR 241395 Rurelec Annual Report pp20-end.indd 38 241395 Rurelec Annual Report pp20-end.indd 38 15/07/2016 16:14 15/07/2016 16:14 NOTES TO THE FINANCIAL STATEMENTS 39 FOR THE YEAR ENDED 31 DECEMBER 2015 25 INVESTMENTS Cost at 1 January 2014 Additions during the year Investment in Termoelectrica del Norte S.A. – Disposal by Entity Investment in Central Illapa S.A. – Disposal by Entity Investment in Electricidad Andina S.A. – Disposal by Entity Cost at 31 December 2014 Impairment Loss in IPC Balance at 31 December 2014 Cost at 1 January 2015 Additions during the year lmpairment in Cascade Hydro Limited Impairment in Patagonia Energy Ltd Disposal of IPC Balance at 31 December 2015 YEAR ENDED 31.12.14 £’000 16,743 (4,190) (33) (63) 12,457 (2,702) 9,755 YEAR ENDED 31.12.15 £’000 9,755 (179) (8,178) (1,298) 100 At the year-end the Company held the following investments: 1. 50 per cent. (2014: 50 per cent.) of the issued share capital of Patagonia Energy Limited (“PEL”), a company registered in the British Virgin Islands under registration number 620522. PEL owns 100 per cent. of the issued share capital of Energia del Sur S.A. (“EdS”), a company registered in Argentina. EdS is a generator and supplier of electricity to the national grid in Argentina. 2. 100 per cent. (2014: 100 per cent.) of the issued share capital of Birdsong Overseas Ltd (“BOL”), a company registered in the British Virgin Islands, under registration number 688032. BOL owns 100 per cent. of Bolivia Integrated Energy Limited (“BIE”), a company registered in the British Virgin Islands, under registration number 510247. Until 1 May 2010, BIE owned, through an intermediary holding company, 50.00125 per cent. of the issued share capital of Empresa Electrica Guaracachi S.A. (“Guaracachi”), a company registered in Bolivia.. 3. 100 per cent. (2014: 100 per cent.) of the issued share capital of Cascade Hydro Limited (“CHL”), a company registered in England and Wales under registration number 7640689. CHL owns, through intermediate holding companies, 100 per cent. interest in Electricidad Andina, S.A. and 93 per cent. of Empresa de Generacion Electrica Colca, S.A.C., both being companies registered in Peru. During 2013, Rurelec acquired the remaining 30 per cent. minority stake in CHL by way of an exchange of shares. The minority shareholders received 1,737,116 new Rurelec shares for their holdings in CHL, issued at a price of 12.5 pence per share, an aggregate consideration of £217,139. 4. 100 per cent. (2014: 100 per cent.) of Cochrane Power Limited, a company registered in England and Wales under registration number 8220905. Cochrane Power Limited owned at the year-end, through intermediate holding companies, 100 per cent. interest in Central Illapa, S.A. and 100 per cent. interest in Termoelectrica del Norte, S.A., both being companies registered in Chile. www.rurelec.com i l s a c n a n F r u O i 241395 Rurelec Annual Report pp20-end.indd 39 241395 Rurelec Annual Report pp20-end.indd 39 15/07/2016 16:14 15/07/2016 16:14 40 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2015 26 JOINT VENTURE The Group’s only joint arrangement within the scope of IFRS 11 is its 50 per cent. investment in Patagonia Energy Limited (“PEL”), which directly owns Energia del Sur SA (“EdS”) in Argentina. Management has reviewed the classification of PEL in accordance with IFRS11 and has concluded that it is a joint venture and therefore we have accounted for our interest in the PEL joint venture using the equity accounting method. The Group does not participate in losses of the joint venture. In prior years the losses had exceeded the investment in the joint venture and therefore the Group does not recognise its share of losses in the joint venture. The following table sets out the results of the joint venture operation in Argentina of which the Group has a 50 per cent. share. Revenue Expenses Foreign Currency Exchange Net/(loss) profit Rurelec share of net/(loss) profit Total assets Total liabilities YEAR ENDED 31.12.15 £’000 18,198 YEAR ENDED 31.12.14 £’000 17,222 (13,529) (5,912) (3,450) (1,725) 16,372 (17,740) (11,158) (3,348) 42 21 24,322 (22,567) 27 RECONCILIATION OF PROFIT BEFORE TAX TO CASH GENERATED FROM OPERATIONS a) Group Loss for the year before tax Net finance income Adjustments for: depreciation Unrealised exchange gains Movement in share option reserve Write down of loans Loss on disposal Impairment of goodwill Deferred consideration Movement in working capital: Change in trade and other receivables Change in trade and other payables Cash used in operations YEAR ENDED 31.12.15 £’000 YEAR ENDED 31.12.14 £’000 (20,029) (1,927) 48 106 – 15,903 1,669 – – (1,366) 51 ( 5,545) (2,936) (2,255) 12 (2,180) 39 – – 691 – 5,426 (3,687) (4,890) RURELEC PLC Annual Report and Accounts for the year ended 31 December 2015 Stock code: RUR 241395 Rurelec Annual Report pp20-end.indd 40 241395 Rurelec Annual Report pp20-end.indd 40 15/07/2016 16:14 15/07/2016 16:14 NOTES TO THE FINANCIAL STATEMENTS 41 FOR THE YEAR ENDED 31 DECEMBER 2015 b) Company (Loss)/profit for the year before tax Net finance income Adjustments for: Unrealised exchange (gains) on loans Movement in share option reserve Write down of investments Write down of loans Loss on disposal Reclassification of investment to receivables Movement in working capital: Change in trade and other receivables Change in trade and other payables Cash used in operations YEAR ENDED 31.12.15 £’000 YEAR ENDED 31.12.14 £’000 (33,771) (3,482) (1,819) – 8,357 26,68 4 1,669 – 1,062 (2, 770 ) ( 4,070) 965 (3,380) (2,057) 39 2,703 – – 5,881 (8,384) (164) (4,397) 28 FINANCIAL RISK MANAGEMENT The Group is exposed to a variety of financial risks which result from both its operating and investing activities. The Group’s risk management is coordinated to secure the Group’s short to medium-term cash flows by minimising its exposure to financial markets. The Group does not actively engage in the trading of financial assets for speculative purposes nor does it write options. The most significant risks to which the Group is exposed are described below: a) Foreign currency risk The Group is exposed to translation and transaction foreign exchange risk. Foreign exchange differences on retranslation of these assets and liabilities are taken to the profit and loss account of the Group. The Group’s principal trading operations are based in South America and as a result the Group has exposure to currency exchange rate fluctuations in the principal currencies used in South America. The Group also has exposure to the US $ as a result of borrowings denominated in these currencies. b) Interest rate risk Group funds are invested in short-term deposit accounts, with a maturity of less than three months, with the objective of maintaining a balance between accessibility of funds and competitive rates of return. c) Capital management policies and liquidity risk The Group considers its capital to comprise its ordinary share capital, share premium, accumulated retained earnings and other reserves. The Group’s objective when maintaining capital is to safeguard the entity’s ability to continue as a going concern, so that it can provide returns for shareholders and benefits for other stakeholders. The Company meets its capital needs primarily by equity financing. The Group sets the amount of capital it requires to fund the Group’s project evaluation costs and administration expenses. The Group manages its capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. The Company and Group do not have any derivative instruments or hedging instruments. It has been determined that a sensitivity analysis will not be representative of the Company’s and Group’s position in relation to market risk and therefore, such analysis has not been undertaken. As set out in Note 25, the Group has £3.1 million of loans falling due within 12 months. The directors consider that the Group will be able to raise sufficient funds from the sale of assets and from other sources to repay the loans. www.rurelec.com i l s a c n a n F r u O i 241395 Rurelec Annual Report pp20-end.indd 41 241395 Rurelec Annual Report pp20-end.indd 41 15/07/2016 16:14 15/07/2016 16:14 42 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2015 The following table sets out when the Group’s financial obligations fall due: Current – due within 1 year: Trade payables Borrowings Total due within 1 year: Non-current – due in more than 1 year but less than 5 years Borrowings YEAR ENDED 31.12.15 £’000 YEAR ENDED 31.12.14 £’000 2,856 3,054 5,910 Nil 4,493 3,164 7,657 Nil d) Credit risk Generally, the maximum credit risk exposure of financial assets is the carrying amount of the financial assets as shown on the face of the balance sheet (or in the detailed analysis provided in the notes to the financial statements). Credit risk, therefore, is only disclosed in circumstances where the maximum potential loss differs significantly from the financial asset’s carrying value. The Group’s trade and other receivables are actively monitored to avoid significant concentrations of credit risk. e) Fair values In the opinion of the Directors, there is no significant difference between the fair values of the Group’s and the Company’s assets and liabilities and their carrying values and none of Group’s and the Company’s trade and other receivables are considered to be impaired. The financial assets and liabilities of the Group and the Company are classified as follows: 31 December 2015 Trade and Other Receivables > 1 year Trade and Other Receivables < 1 year Cash and Cash Equivalents Trade and Other Payables > 1 year Trade and Other Payables < 1 year Borrowings > 1 year Borrowings < 1 year Total 31 December 2014 Trade and Other Receivables > 1 year Trade and Other Receivables < 1 year Cash and Cash Equivalents Trade and Other Payables > 1 year Trade and Other Payables < 1 year Borrowings > 1 year Borrowings < 1 year Total PARENT LOANS AND RECEIVABLES £’000 PARENT BORROWINGS AND PAYABLES AT AMORTISED COST £’000 GROUP LOANS AND RECEIVABLES £’000 GROUP BORROWINGS AND PAYABLES AT AMORTISED COST £’000 – 24,657 386 – – – – 25,043 – – – – (2,592) – (910) (3,502) – 20,835 386 – – – – 21,221 – – – – (2,856) – (3,054) (5,910) PARENT LOANS AND RECEIVABLES £’000 PARENT BORROWINGS AND PAYABLES AT AMORTISED COST £’000 GROUP LOANS AND RECEIVABLES £’000 GROUP BORROWINGS AND PAYABLES AT AMORTISED COST £’000 16,809 9,831 3,750 – – – – 30,390 – – – – (8,883) (1,499) (24,583) (34,965) 35,771 6,075 21 – – – – – – – – (5,144) – – 41,867 (5,144) RURELEC PLC Annual Report and Accounts for the year ended 31 December 2015 Stock code: RUR 241395 Rurelec Annual Report pp20-end.indd 42 241395 Rurelec Annual Report pp20-end.indd 42 15/07/2016 16:14 15/07/2016 16:14 NOTES TO THE FINANCIAL STATEMENTS 43 FOR THE YEAR ENDED 31 DECEMBER 2015 29 CAPITAL COMMITMENTS The Group had outstanding capital commitments of £Nil (2014: Nil) in respect of plant ordered but not delivered at the year-end. 30 CONTINGENT LIABILITIES EdS has entered into a long-term maintenance agreement with a third party who provides for the regular service and replacement of parts of two turbines. The agreement runs until 2022. The Group’s 50 per cent. share of the total payable under the agreement until the year 2022 amounts to US $5.1 million/£3.4 million (2014: US $5.6 million/£3.6 million). In the event that EdS wish to terminate the agreement before 2022, a default payment would become payable. The Group does not anticipate early termination and therefore no provision has been made in this regard. 31 RELATED PARTY TRANSACTIONS During the year the Company and the Group entered into material transactions with related parties as follows: a) Company i) Paid salaries to key management amounting to £0.9 million (2014: £0.6 million). ii) Paid, to its former 100 per cent. subsidiary Independent Power Corporation PLC (“IPC”) £0.1 million under a “Shared Service Agreement”. iii) Charged interest on loans to its 100 per cent. subsidiary Rurelec Project Finance Ltd (“RPFL”) totalling £528k. The loan balance outstanding at the year end was £6.9 million. iv) Charged interest on loans to its 50 per cent. owned joint venture company, Patagonia Energy Ltd (“PEL”) amounting to £2.2 million. The loan balances at the year end totalled £20.1 million. Interest on these loans has been accrued at between 8 and 18.5 per cent.. v) Received from its joint venture company Energia del Sur S.A. (“EdS”) repayments totalling £0.0 million of support previously given to creditors of EdS. £0.7 million of credit support remains outstanding at the year end. vi) a) Charged IPSA Group PLC (“IPSA”) £60k under a “Shared Service Agreement”. b) Repaid £1.2 million of deferred consideration on the 2013 turbine purchase, £1.3 million remains outstanding at the year end. P.R.S. Earl and E.R. Shaw were Directors of IPSA. vii) Provided loans and charged interest of 0.5 per cent. per month to its 100 per cent. subsidiary Cochrane Power Ltd of £1.2 million. The total outstanding at the year end was £7.8 million. These loans have been impaired to £3.0 million. viii) Received and provided loans to its 100 per cent. subsidiary Cascade Hydro Ltd (“CHL”) of net receipt £1.0 million and charged CHL interest of £560k. The interest rate was 0.5 per cent. per month. The total outstanding at the year end was £8.5 million. These loans have been impaired to £1.1 million. b) Group i) A.J.S. Morris loaned CHL £50k in prior years and was repaid £50k in current year and charged interest of £4.4k. The total outstanding at the year end was £9.5k. ii) E. R. Shaw loaned CHL £94.4k in prior years and was repaid £83.2k and charged interest of £8.1k. The total outstanding at the year end was £11.2k. iii) RPFL received £2.4 million in repayments from and accrued interest on amounts due from EdS of £0.2 million, the interest rate on the principal was 18.5 per cent., the effective interest rate (on principal and accrued interest) was 0.1 per cent. The total outstanding at the year end was £6.7 million. www.rurelec.com l i s a c n a n F r u O i 241395 Rurelec Annual Report pp20-end.indd 43 241395 Rurelec Annual Report pp20-end.indd 43 15/07/2016 16:14 15/07/2016 16:14 44 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2015 32 ASSETS HELD FOR SALE Assets held for sale relate to three project companies within Peru. These business segments were reclassified to assets held for sale following the commitment of the Group’s management on 16.09.2014 to restructure its Peruvian operations by means of sale. Two disposal groups were identified, one of which comprises the Canchayllo run of the river plant, sold in July 2015, with the rest of the project companies included in the second group. At the end of the year the assets were being actively marketed and a sale is expected by the end of 2016. Assets Classified as Held for Sale Property, Plant and Equipment Inventories Trade and Other Receivables Liabilities Classified as Held for Sale Trade and Other Payables Deferred Tax Liabilities YEAR ENDED 31.12.15 £’000 YEAR ENDED 31.12.14 £’000 – – 3,644 3,644 YEAR ENDED 31.12.15 £’000 718 – 718 9,558 55 8,565 18,178 YEAR ENDED 31.12.14 £’000 10,158 124 10,282 33 POST BALANCE SHEET DATE EVENTS Since the year end, on February 17 the Company entered into a working capital facility arrangement with Bridge Properties (Arena Central) Ltd in the amount of £850k. This amount was used to pay the Radix Investments (UK) Ltd loans. This facility was increased on April 13 by £350k to £1.2 million. The Chairman’s statement and the Strategic Report with a review of operations contains further details. RURELEC PLC Annual Report and Accounts for the year ended 31 December 2015 Stock code: RUR 241395 Rurelec Annual Report pp20-end.indd 44 241395 Rurelec Annual Report pp20-end.indd 44 15/07/2016 16:14 15/07/2016 16:14 COMPANY INFORMATION Directors S.C. Morris (Executive) B. Rowbotham (Non-Executive) Secretary S.A. Laker Company number 4812855 Registered ofﬁce and business address 18 Soho Square London W1D 3QL Auditor Grant Thornton UK LLP Registered Auditors Chartered Accountants Grant Thornton House Melton Street Euston Square London NW1 2EP Bankers Coutts & Co 440 Strand London WC2R 0QS 241395 Rurelec Annual Report Cover v1 15/07/2016 16:20 Page 2 WELCOME TO RURELEC PLC RURELEC PLC IS AN OWNER, DEVELOPER AND OPERATOR OF POWER GENERATION CAPACITY INTERNATIONALLY. Rurelec’s main business consists of the ownership and development of power generation facilities on national and regional grids and in isolated areas, selling wholesale electricity as a generator on commercial terms, through capacity payments or power purchase agreements (“PPAs”). Our current business is centred on our operational plant in Argentina whilst also seeking to sell the remainder of the small hydro portfolio in Peru and to complete the development of our larger project in Chile. CONTENTS Strategic Report Non-executive Director’s Statement Review of Financial Performance Review of Operations Our Governance Board of Directors Director’s Report Corporate Governance Statement Our Financials Independent Auditor’s Report Consolidated Income Statement Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Parent Company Statement of Financial Position Consolidated Statement of Cash Flows Company Statement of Cash Flows Consolidated Statement of Changes in Equity Company Statement of Changes in Equity Notes to the Financial Statements Company Information 1 4 5 6 7 9 11 12 13 14 15 16 17 18 19 20 IBC Read more online at www.rurelec.com 241395 Rurelec Annual Report Cover v1 15/07/2016 16:20 Page 1 RURELEC PLC 18 Soho Square, London W1H 3QL Tel: +44 (0) 20 7025 8026 8/ Visit us online at www.rurelec.com ANNUAL REPORT AND ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2015 Stock code: RUR

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