Interim Results
Camco International Ltd
14 September 2006
Camco International Limited
14th September 2006
Interim report for the period from the date of incorporation to 30 June 2006
Camco International Limited ('Camco') is a leading company in the origination,
co-development, placement and management of carbon credits under the Kyoto
Protocol.
The Company is pleased to present its interim financial statements since 8th
February 2006, when the company was incorporated, to 30 June 2006. Camco was
admitted to trading on AIM on 25 April 2006, when the Company raised
approximately €36.0 million.
The company made a full operational trading statement on 7th August 2006,
covering the period since IPO and will continue to update the market on a
regular basis.
Financial Highlights
•Loss before tax of €1.89m
•Amount raised at the IPO €36.0m
•Cash position €28.59m
Tristan Fischer, CEO, stated:
'We are very pleased with the strong progress that the Company has made since
its formation in February 2006. As of our trading update on 7th August 2006,
Camco had achieved a carbon portfolio of 103,600,000 tonnes, of which 78,800,000
tonnes were under exclusive contract to Camco which represents a material
improvement since IPO. Camco's projects show broad geographic and technological
diversification, with projects in 7 countries, including China, Russia, Eastern
Europe and Africa and using 11 proven technologies. Camco has made solid
operational progress since the IPO, growing in line with our expectations.
The loss before tax for the period ending 30 June 2006 is consistent with
management forecasts at IPO. It reflects the significant business expansion
activities since IPO and the fact that the majority of our revenues will derive
from contracted projects that deliver carbon credits from 2008 onwards.'
We expect to make further progress and announcements over coming months with a
number of exciting new initiatives underway.'
Chairman's Statement
I have pleasure in writing my first report as Chairman of Camco International
Ltd.
The Company has undergone significant changes since the beginning of this
interim period. Camco AG and ClearWorld Energy, two companies with a long track
record of developing carbon projects around the world, came together to form
Camco International Ltd on the 8th February 2006. Shortly after, on the 25th
April 2006, Camco International Ltd was successfully admitted to trading on AIM.
During this period Camco has assembled a strong Board and management team. As a
global business, operating in numerous jurisdictions, the Board attach great
importance to strong central control over finance, management information and
control processes. In the very short time since IPO, management has successfully
delivered on its three main areas of focus: to expand our portfolio of carbon
projects; to execute on our existing carbon portfolio, and to broaden our
international footprint.
Expansion
Since February 2006, Camco has signed a number of new projects with large
industrial groups in both China and Russia. The Company has increased the number
of projects contracted under carbon share arrangements. The prices achieved to
date in these and other sales negotiations, as well as in the term-sheets and
ERPAs under negotiation, are consistent with the expectations of Camco
management at IPO. As of the 7th August 2006, Camco had 103,600,000 gross tonnes
in its portfolio, making it one of the largest sell side portfolios in the
world. Since this date, Camco has continued to add gross tonnes to its portfolio
as anticipated and future trading updates will detail the specific progress
being made.
Execution
Management has focused on the execution of the Company's existing project
portfolio and has advanced projects through the Kyoto approval process. Overall,
there has been excellent progress in the implementation of existing projects
resulting in increased certainty of successful carbon credit commercialisation.
Of the 78,800,000 tonnes of carbon credits under exclusive contract in Camco's
portfolio as of 7th August, 25% now have Host Country Letters of Approval, an
increase in line with our plan.
Diversification
The Company has also made progress in building up our existing teams in China
and in Russia and in expanding our presence in other markets, in particular
South Africa.
Carbon Market
The widely reported market price correction in the 2006 EU-ETS vintage earlier
this year has not significantly affected Camco's operations or prospects. The
short term uncertainty in EU-ETS Phase 1 pricing has, in fact, strengthened our
sell-side partner relationships as even more value is placed on our ability and
strategies to commercialise carbon credits effectively.
The majority of Camco's revenues will be derived from sales of credits in the
2008 to 2012 period, during the First Commitment Period of the Kyoto Protocol.
The EU-ETS market price for EUAs in this period has been both higher and more
stable than the 2006 vintage.
I would like to thank all our staff in Beijing, Johannesburg, London, Moscow and
Vienna for their hard work during an exceptionally busy time.
Financial Review
The loss before tax for the period ending 30 June 2006 of €1.89m is consistent
with management forecasts at IPO. It reflects the significant business expansion
activities since IPO, and the fact that the majority of revenues derive from
contracted projects that deliver carbon credits from 2008 onwards.
The balance sheet demonstrates the strong financial position of the group, with
working capital sufficient to cover the period when costs are expected to be
higher than revenues.
David Potter, Chairman
For further information please contact:
Camco International Limited +44 (0) 20 7256 7979
Tristan Fischer, Chief Executive Officer
Scott McGregor, Chief Financial Officer
Press
Gavin Anderson
Ken Cronin/Janine Brewis +44 (0) 20 7554 1400
Consolidated Income Statement
For the period from the date of incorporation (8 February 2006) to 30 June 2006
--------------------------------------------------------------------------------
Period ended
30 June 2006
Note €' 000
--------------------------------------------------------------------------------
Revenue -
Cost of sales -
---------------
Gross profit -
Administration expenses (1,818)
Share option expenses
5 (313)
---------------
Loss from operations (2,131)
Net financing income 238
---------------
Loss before tax (1,893)
Taxation -
---------------
Loss after tax attributable to equity holders (1,893)
---------------
Basic and fully diluted earnings per share 8 (1.76)c
The results for the period relate entirely to the Group's continuing operations.
CAMCO International Limited was created to acquire and integrate the carbon
businesses of CAMCO AG and CWE, as such the operating loss for the period is
wholly attributable to the businesses of these foundation acquisitions made
during the period.
Consolidated Balance Sheet
------------------------------------------------------------------------------------------
As at
30 June 2006
Note €' 000
------------------------------------------------------------------------------------------
Assets
Current assets
Other receivables 360
Cash and cash equivalents 28,593
---------------
Total current assets 28,953
Non-current assets
Intangible assets 3 8,823
Property, plant and equipment 4 119
---------------
Total non-current assets 8,942
----------------
TOTAL ASSETS 37,895
----------------
Equity
Share capital 5 1,299
Share premium 5 36,909
Profit & Loss reserve (1,761)
---------------
Total equity attributable to equity holders of the company 36,447
Current liabilities
Trade and other payables 1,448
----------------
Total current liabilities 1,448
----------------
TOTAL EQUITY AND LIABLITIES 37,895
----------------
Consolidated Statement of Changes in Equity
------------------------------------------------------------------------------------------------------------------------
Attributable to the equity holders of the Company
----------------------------------------------------------------
Profit and Loss reserve
Share Share ------------------------------ Total
capital premium Share based Retained shareholders'
payment earnings/ equity
reserve (deficit)
Note €' 000 €' 000 €' 000 €' 000 €' 000
Total equity at the
beginning of the period - - - - -
Issue of share capital 5 1,299 36,909 - - 38,208
Loss for the period - - - (1,893) (1,893)
Shares issued to the
employee benefit trust 5 - - (181) - (181)
Employee share option scheme 5 - - 313 - 313
---------------------------------------------------------------
Total equity at the end of
the period 1,299 36,909 132 (1,893) 36,447
-----------------------------------------------------------------
Consolidated Cash Flow Statement
For the period from the date of incorporation (8 February 2006) to 30 June 2006
---------------------------------------------------------------------------------
Period ended
30 June 2006
Note €'000
--------------------------------------------------------
Cash flows from operating activities
Cash used in operating activities (1,652)
Interest received 1
---------------
Net cash flows from operating activities (1,651)
Cash flows from investing activities
Payment for acquisition of Camco AG 7 (3,150)
Cash acquired with Camco AG 7 247
Payment for acquisition of Services contract (896)
Payment for acquisition of property, plant and equipment (23)
--------------
Net cash flows from investing activities (3,822)
Cash flows from financing activities
Proceeds from the issue of loan notes 5,000
Repayment of loan notes (5,000)
Proceeds from the issue of shares 37,074
Costs of raising capital (2,931)
--------------
Net cash flows from financing activities 34,143
Net increase in cash and cash equivalents 28,670
Cash and cash equivalents at the beginning of the period -
Effect of foreign exchange (77)
--------------
Cash and cash equivalents at the end of the period 28,593
--------------
The following items represent non-cash transactions and therefore are not
reflected in the Consolidated Cash Flow Statement:
- Part of the consideration paid for the acquisition of Camco AG was in the form
of shares issued (€1,845,900); and
- Part of the consideration paid for the acquisition of Service contracts from
ClearWorld Energy Limited was in the form of shares issued (€2,177,100).
Notes (forming part of the interim financial report)
1. General information
The principal activity of Camco International Limited (the 'Company') and its
subsidiaries (together referred to as the 'Group') is to provide services to
project developers who are seeking to develop and register emission reduction
projects under the Kyoto Protocol, by assisting with the determination of carbon
reductions and with the realisation of their value.
The Company is a limited liability company incorporated and domiciled in Jersey.
The address of its registered office is Channel House, Green Street, St Helier,
Jersey JE2 4UH.
The Company was admitted to the Alternative Investment Market ('AIM') of the
London Stock Exchange on 25 April 2006.
These condensed consolidated interim financial statements were authorised for
issuance on 13 September 2006.
2. Summary of Significant Accounting Policies
This interim financial report of the Company for the interim reporting period
commencing on 8 February 2006, the date of incorporation, and ended 30 June 2006
has been prepared in accordance with International Financial Reporting Standards
(IFRSs) as adopted by the EU ('adopted IFRSs'). This report is unaudited.
(a) Basis of Preparation of the Interim Financial Report
This interim financial report has been prepared on the basis of the recognition
and measurement requirements of IFRSs in issue that either are endorsed by the
EU and effective (or available for early adoption) at 30 June 2006 or are
expected to be endorsed and effective (or available for early adoption) at 31
December 2006, the Group's first annual reporting date at which it has decided
to use adopted IFRSs.
Based on these adopted and unadopted IFRSs, assumptions have been made about the
accounting policies expected to be applied, which are as set out below, when the
first annual IFRS financial statements are prepared for the period ending 31
December 2006.
In addition, the adopted IFRSs that will be effective (or available for early
adoption) in the financial statements for the period ending 31 December 2006 are
still subject to change and to additional interpretations and therefore cannot
be determined with certainty. Accordingly, the accounting policies for that
period will be determined finally only when the annual financial statements are
prepared for the period ending 31 December 2006.
(b) Principles of Consolidation
The consolidated financial statements incorporate the assets and liabilities of
all entities controlled by the Company as at 30 June 2006 and the results of all
controlled entities for the period then ended. The Company uses the purchase
method of accounting for the acquisition of controlled entities.
The results of the subsidiaries acquired or disposed of during the period
included in the consolidated income statement from the effective date of
acquisition or up to the effective date of disposal, as appropriate. Where
necessary, adjustments are made to the financial statements of subsidiaries to
bring the accounting policies used into line with those used by other members of
the Group.
All intra-Group transactions, balances and unrealised gains on transactions
between Group companies are eliminated on consolidation. Unrealised losses are
all eliminated unless the transaction provides evidence of an impairment of the
asset transferred.
(c) Foreign currencies
The Group's financial information is presented in Euros, the functional currency
of the Group. Transactions in currencies other than the Euro are recorded at the
rates of exchange prevailing on the dates of the transactions. At each balance
sheet date, monetary assets and liabilities that are denominated in foreign
currencies are retranslated at the rates prevailing on the balance sheet date.
Non-monetary assets and liabilities carried at fair value that are denominated
in foreign currencies are translated at the rates prevailing at the date when
the fair value was determined. Gains and losses arising on retranslation are
included in the income statement for the period.
On consolidation, the assets and liabilities of the Company's overseas
operations are translated at exchange rates prevailing on the balance sheet
date. Income and expense items are translated at the average exchange rates for
each month in the period. Exchange differences arising, if any, are classified
as equity and transferred to the Group's translation reserve.
(d) Intangible assets
Identifiable intangible assets are those which can be sold separately or which
arise from legal rights regardless of whether those rights are separable.
Intangible assets that are acquired by the Company and internally generated
additions are stated at cost less accumulated amortisation and impairment
losses. Intangible assets brought into the Group as part of an acquisition are
recorded at fair value on the date of acquisition and are then subject to
amortisation and impairment testing.
Intangible assets (see below) represent:
Service contracts:
Carbon emission reduction contracts ('Service contracts') that are acquired by
the group are stated at cost less accumulated amortisation and impairment losses
(see below).
The group capitalises all further costs directly attributable to the Service
contracts. These costs are only carried forward to the extent that they are
expected to be recouped through the successful completion of the contracts, and
when they increase the future economic benefit of the contract to which they
relate. The costs comprise consultancy fees, license costs, technical work and
directly attributable administrative costs. All other costs are expensed as
incurred.
The service contracts have not yet reached the stage at which income can be
recognised (see revenue below). Once the income recognition criteria on these
contracts are met, the Service contract costs will be amortised over the
remaining life of each of the contracts which are expected to be terminated in
2012. Amortisation will be calculated in line with the recognition of revenue on
the related contract on a projected usage basis.
(e) Impairment
The carrying amounts of the Group's intangible assets are reviewed at least
annually to determine whether there is any indication of impairment. If any such
indication exists, the asset's recoverable amount is estimated. For assets that
have an indefinite useful life and intangible assets that are not yet available
for use, the recoverable amount is estimated at each balance sheet date.
An impairment loss is recognised whenever the carrying amount of an asset or its
cash-generating unit exceeds its recoverable amount. Impairment losses are
recognised in the income statement. The recoverable amount is calculated as the
present value of estimated future cash flows discounted using a pre-tax discount
rate that reflects current market assessments of the time value of money and the
risks specific to the asset.
An impairment loss is reversed when there is an indication that the impairment
loss may no longer exist and there has been a change in the estimates used to
determine the recoverable amount, only to the extent that the asset's carrying
amount does not exceed the carrying amount that would have been determined, net
of amortisation, if no impairment loss had been recognised.
(f) Property, plant and equipment
Property, plant and equipment are stated at historical cost. Depreciation is
provided at rates calculated to write each asset down to its estimated residual
value evenly over its expected useful life as follows:
Fixtures and equipment - straight line over 3 years.
(g) Segment Reporting
A segment is a distinguishable component of the Group that is engaged in
providing products or services (by business segment) or in providing products or
services within a particular economic environment (geographical segment) which
is subject to risks and rewards that are different from those of other segments.
(h) Trade and other receivables
Trade and other receivables are stated at their nominal amount (discounted if
material) less impairment losses.
(i) Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits. Bank
overdrafts that are repayable on demand and form an integral part of the
Company's cash management are included as a component of cash and cash
equivalents for the purpose only of the statement of cash flows.
(j) Trade and other payables
Trade payables are classified as current liabilities unless the Company has an
unconditional right to defer settlement of the liability for at least twelve
months after the balance sheet date in which case they are classified as other
payables.
(k) Revenue
Revenue from service contracts will generally be recognised at the point that
the Emission Reduction has been verified by a Designated Operational Entity
('DOE') or equivalent and the risk of delivery into the final Clean Development
Mechanism ('CDM') registry or equivalent is minimal. The Company expects that
the verification, certification and registration processes would take place
within six months following the Emission Reduction production taking place.
No revenue has been recognised on service contracts for the period ended 30 June
2006.
(l) Net financing income
Net financing income comprises interest payable, finance charges on shares
classified as liabilities and finance leases, interest receivable on funds
invested and dividend income.
Interest income and interest payable is recognised in the income statement as it
accrues, using the effective interest method. Dividend income is recognised in
the income statement on the date the entity's right to receive payments is
established.
(m) Taxation
Tax on the profit or loss for the year comprises current and deferred tax. Tax
is recognised in the income statement except to the extent that it relates to
items recognised directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year,
using tax rates enacted or substantively enacted at the balance sheet date, and
any adjustment to the tax payable in respect of previous years.
Deferred tax is provided on temporary differences between the carrying amounts
of assets and liabilities for financial reporting purposes and the amounts used
for taxation purposes. The following temporary differences are not provided for:
the initial recognition of goodwill; the initial recognition of assets or
liabilities that affect neither accounting nor taxable profit other than in a
business combination, and differences relating to investments in subsidiaries to
the extent that they will probably not reverse in the foreseeable future. The
amount of deferred tax provided is based on the expected manner of realisation
or settlement of the carrying amount of assets and liabilities, using tax rates
enacted or substantively enacted at the balance sheet date.
A deferred tax asset is recognised only to the extent that it is probable that
future taxable profits will be available against which the asset can be
utilised.
The Company has applied for and been granted 'exempt' company status within the
meaning of Article 123A of the Income Tax (Jersey) Law 1961, as amended, for the
calendar year ending 31 December 2006 and intends to apply at the appropriate
time for such status for subsequent calendar years.
(n) Share Based Payments
The Group has applied the requirements of IFRS 2 to share option schemes
allowing certain employees within the Group to acquire shares in the company.
For all grants of share options, the fair value as at the date of the grant is
calculated using an appropriate option pricing model and the corresponding
expense is recognised over the life of the option.
(o) Earnings per share
Basic earnings per share is determined by dividing the net profit/(loss)
attributable to security holders by the weighted average number of shares on
issue during the period.
Diluted earnings per share adjusts the amounts used in the determination of
basic earnings per share to take into account the after income tax effect of
interest and other financing costs associated with diluted potential ordinary
shares and the weighted average number of shares to have been issued for no
consideration in relation to dilutive potential ordinary shares.
3. Intangible assets
The table below sets out the movement in intangible assets during the period
ended 30 June 2006.
--------------------------------------------------------------------------------
Service
contracts
Note €' 000
--------------------------------------------------------------------------------
Cost
Balance as at 8 February 2006 -
Acquisition through business combinations 7 5,172
Other acquisitions - external purchases 3,153
Additions - service contract costs capitalised 498
---------------
Balance as at 30 June 2006 8,823
Amortisation and impairment
Balance as at 8 February 2006 -
Amortisation for the period -
Impairment charge -
---------------
Balance as at 30 June 2006 -
---------------
Net book value as at 30 June 2006 8,823
---------------
4. Property, Plant and Equipment
--------------------------------------------------------------------------------
Office Computer
equipment equipment Total
€' 000 €' 000 €' 000
--------------------------------------------------------------------------------
Plant and equipment, at cost
As at 8 February 2006 - - -
Additions 3 116 119
----------------------------------
As at 30 June 2006 3 116 119
Less: accumulated depreciation
As at 8 February 2006 - - -
Charge for the period - - -
----------------------------------
As at 30 June 2006 - - -
----------------------------------
Net book value as at 30 June 2006 3 116 119
----------------------------------
5. Capital and reserves
The Group recorded the following amounts within shareholder's equity as a result
of the issuance of ordinary shares.
-------------------------------------------------------------------------------------------------
Number of Share Share
ordinary shares capital premium Total
000 €'000 €'000 €'000
-------------------------------------------------------------------------------------------------
On issue at the beginning of the period - - - -
Issuance of shares 129,899 1,299 39,978 41,277
Costs incurred in the raising of capital - - (3,069) (3,069)
--------------------------------------------------
On issue at the end of the period 129,899 1,299 36,909 38,208
--------------------------------------------------
On 19 April 2006, the Company established and sponsored an employee benefit
trust, the Camco International Limited Employee Benefit Trust (the 'EBT'). The
trustee of EBT is Consortia Trustees Limited a professional trust corporation
based in Jersey. On 30 March 2006, Consortia Trustees Limited subscribed for
3,600,000 ordinary shares represented by an increase in the Company's share
capital and reserves of €180,000. Subsequently, Consortia Trustees Limited
acquired an additional 135,000 ordinary shares from existing shareholders of the
Company for an aggregate consideration of €1,350. As at 30 June 2006, the EBT
holds 3,735,000 ordinary shares of the Company for a total consideration of
€181,350. Transactions of the EBT are treated as being those of the Company, and
shares held by the EBT are therefore reflected in the financial statements as a
reduction in reserves of €181,350.
Share based payment
The Company has established a share plan, the Camco International Limited 2006
Executive Share Plan ('the Plan'), under which either the Company or the Trustee
of the EBT can make awards of share options or conditional rights to receive
shares ('Awards') to selected directors or employees of the Company or its
subsidiaries.
The number of Awards made to directors and employees of the Company and amounts
payable per share, are as set out in the table below.
Number of
Shares over
which Awards Vesting after Vesting after Price payable
are outstanding 12 months 24 months (per share)
-----------------------------------------------------------------------------------
Directors 642,858 257,144 385,714 € 0.05
Key management
personnel 3,015,000 955,000 2,060,000 € 0.01
-------------------------------------------
Total 3,657,858 1,212,144 2,445,714
-------------------------------------------
Options were granted to individual directors and key management at various dates
between 10 February and 14 March 2006.
The fair value of the share option at grant date is determined based on the
Black-Scholes formula. The model inputs were the share price which at the dates
of grant fell of €0.3472, the exercise price of €0.01-€0.05, expected volatility
of 46%, expected dividends of nil percent, a term of 2 years and a risk-free
interest rate of 4.54%. The fair value of the liability is remeasured at each
balance sheet date and at settlement date. During the period ended 30 June 2006,
the Group recognised expense of €313,132 related to the fair value of the share
option.
6. Segment Reporting
Business Segments
The Group currently operates in one business segment: emission reduction project
development.
Geographical Segments
The following table presents information for geographic business segments (by
origin) for the period ended 30 June 2006:
--------------------------------------------------------------------------------
Additions to Additions to Additions
Intangible Assets Plant & Equipment Other Assets Net Assets
€'000 €'000 €'000
--------------------------------------------------------------------------------
Segment Assets
EMEA 3,169 119 28,953 32,241
Asia 5,654 5,654
--------------
Total assets 37,895
--------------
7. Business Combination
On 10 February 2006, the Company acquired 100% of the share capital of Camco AG,
a company that is engaged in developing carbon reduction projects for a total
consideration of €4,995,900. The consideration was in the form of shares issued
of €1,845,900 and a loan note of €3,150,000. The loan note was subsequently
repaid by the Company during the period ended 30 June 2006.
Fair value of identifiable net assets of Camco AG at date of acquisition:
€'000
Cash and cash equivalents 247
Receivables 5
Prepayments 8
Other current assets 33
Intangible assets 5,172
Payables (349)
Provisions (121)
-----------------
Net identifiable assets acquired 4,995
-----------------
Net cash outflow to acquire Camco AG: €'000
Cash consideration paid 3,150
Cash assets acquired (247)
-----------------
Net outflow of cash 2,903
-----------------
€'000
Cash consideration paid 3,150
Shares issued to Camco AG 1,845
----------------
Total purchase consideration 4,995
Fair value of assets acquired (4,995)
----------------
Goodwill recognised on acquisition -
----------------
On 27 March 2006, the Company established a newly incorporated subsidiary
Company called Camco Services UK Limited, whose principal activity is to provide
support services for the Group.
As at 30 June 2006, the following entities are the subsidiaries of the Company:
Name of controlled Count Ownership as at 30 Ownership as at 8
entities incorporation June 2006 February 2006
-------------------------------------------------------------------------------
Camco AG Austria 100% -
Camco Services UK Limited UK 100% -
8. Earnings per share
Earnings per share attributable to equity holders of the Company arise from
operations as follows:
30 June 2006
Cents per share
Basic and diluted earnings per share (1.76)
€'000
Earnings used in calculation of basic and diluted
earnings per share (1,893)
€'000
Weighted average number of shares used in
calculation of basic and diluted earnings per share (107,603)
As the shares that will be used to satisfy share options have already been
issued to the Employee Benefit Trust, there is no difference between the basic
and diluted earnings per share.
9. Related Parties Disclosure
On 19 April 2006, the Company entered into a separate agreement with (i) Energy
for Sustainable Development Limited ('ESD') and (ii) ClearWorld Energy Limited
('CWE') and Beijing Cheng Yu Shi Dai Investment Management Consulting Co. Ltd
('CYSD') relating in each case to the provision to the Company for up to six
months from 10 February 2006 of support services. ESD and CWE are founding
shareholders of CAMCO. Jeff Kenna, a Non-Executive Director of CAMCO, is a
Director of ESD. Alex Westlake, an Executive Director and COO of CAMCO, is a
Director of CWE.
Under the agreement with ESD, the Company must pay the following fees with
effect from 10 February 2006:
- £1,100 per month for the provision of office accommodation;
- £12,500 per month for the two months commencing 10 February 2006 for the
provision of personnel;
- A one off fee of £75,000 for services provided prior to the commencement
of the agreement.
Under the agreement with CWE and CYSD, the Company must pay the following fees
with effect from 10 February 2006:
- A lump sum fixed fee of US$20,000 per month for the provision of
personnel;
- £12,500 per month for the two months commencing 10 February 2006 for the
provision of personnel, thereafter a fee of €9,000 per month for 6 months;
- A one off fee of £75,000 for services provided prior to the commencement
of the agreement.
In addition, the Company reimbursed all third party costs and expenses incurred
by ESD, CWE and CYSD in providing their services under these agreements.
ESD provide consulting support to the company for drafting of project
documentation. An amount of €78,391 was invoiced for the period.
On 10 February 2006, the Company issued loan notes to some of its shareholders
to the value of €4,000,000 in partial consideration for the acquisition of
shares in its subsidiary and of service contracts. A further loan was received
from shareholders of €2,403,905, of which €1,403,905 was utilised to repay the
initial balance, leaving a balance due at 10 February 2006 of €5,000,000. Of
this amount, €761,773 was payable to ESD and €2,500,000 to CWE. These balances
were fully repaid during the period.
10. Commitments and contingent liabilities
There are no commitments or contingent liabilities as at 30 June 2006.
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