Annual Report and Accounts

Rurelec PLC 09 May 2007 DATE: 9 May 2007 Rurelec PLC ('Rurelec' or 'the Company') PRELIMINARY RESULTS FOR THE YEAR ENDED 31 DECEMBER 2006 (audited) Highlights •Acquisition of controlling interest in Bolivia's largest electricity generator in January 2006 •Group turnover in year to 31 December 2006 - £20.7m •Group after tax profit attributable to shareholders of the Company of £14.46m, including one-off 'negative goodwill' of £13.3m arising from acquisition of assets in Bolivia and fair value adjustments •Net Asset Value per share rose from 26.7p at 31 December 2005 to 50p at 31 December 2006 •Dividend of 2.25p per share declared Jimmy West, Chairman, said: 'In 2006, the Company has made very significant progress in achieving its objective of becoming one of the leading power generators in South America. 'The strong operating performance of the Rurelec businesses in Argentina and Bolivia continue to deliver both cash flow and profits. We intend to expand our operations into neighbouring countries in the Southern Cone in the months to come and look forward to continued success throughout 2007.' For further information: Rurelec PLC Daniel Stewart Parkgreen Communications Peter Earl, CEO Paul Shackleton Clare Irvine / Lindsay Bancroft +44 (0)20 7793 7676 +44(0) 20 7776 6550 +44 (0) 20 7851 7480 RURELEC PLC CHAIRMAN'S STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2006 I am pleased to report that Rurelec PLC has produced an excellent set of results for the last financial year to 31 December 2006 and is today declaring a dividend of 2.25 pence. In the twelve months ended 31st December 2006, Rurelec reported after tax profit attributable to shareholders of £14.5 million, inclusive of 'negative goodwill' of £13.3m. The profits after tax for the six months ended 31st December 2005 were £2.1 million. Total reported equity for the Group at the end of the period under review was £64.3 million (£5.7 million at 31 December 2005), with net asset value standing at £34.3 million, approximately 50 pence per share (26.7 pence per share as at 31 December 2005). The Company is reporting earnings per share for the current financial year of 21.2 pence. For the half year ended 30th June, 2006 Rurelec reported earnings per share of 9.05 pence per share. As in the case at the half year, a significant part of the reported earnings consists of one-off benefits due to the treatment of negative goodwill, which the Company is required to take to its profit and loss account under IFRS reporting standards. These earnings cannot be distributed to shareholders as a dividend. The reason for the uplift is the fact that the Company has been successful in adding shareholder value in both its acquisitions of existing power plants and in its development of new power generation capacity at below the open market value of that new capacity, a reflection of the Rurelec management team's experience and ability as power developers. While much of the Company's reported earnings relate to such revaluation uplifts, I would like to draw the attention of shareholders to the very strong operating performance of the Rurelec businesses in Argentina and Bolivia, which continue to deliver both cash flow and profits. Our markets in the Southern Cone of Latin America are achieving record economic growth and this is reflected in the underlying growth in operating income of the Rurelec plants. In recent weeks, our Guaracachi subsidiary has paid a dividend net of Bolivian withholding tax of US $3.0 million to Rurelec. In anticipation of the receipt of this dividend, our finance team locked in a foreign exchange swap at US $1.9295 to the pound, the equivalent of 2.25 pence per Ordinary share in Rurelec. The Board is declaring a dividend to shareholders equivalent to this amount. During the last financial year, Rurelec completed the acquisition of a controlling stake in 360 MW of existing power plant capacity and then substantially completed the development and installation of 79 MW of new gas-fired capacity in Bolivia. Today, Rurelec companies are constructing a further 160 MW of new combined cycle capacity eligible for certified emissions reduction certificates (CERs) under the United Nations Clean Development Mechanism. By any standards, this has been a period of extraordinary growth. I am pleased to report that we anticipate continued growth in the Southern Cone of Latin America over the foreseeable future. In March 2007, we announced that Freddie Fisher had joined the Board of Rurelec as a non-executive director. Freddie has considerable experience in the international capital markets and we anticipate that he will assist the Company as we move to more inventive ways to finance our ambitious expansion plans. Equally, we will be bidding farewell to Frank Mattos, who will retire from the Rurelec Board at the next Annual General Meeting. We offer our thanks to Frank for his service to Rurelec over the last three years. RURELEC PLC CHAIRMAN'S STATEMENT - continued FOR THE YEAR ENDED 31 DECEMBER 2006 Power development is normally a slow business, as is the case with all infrastructure projects that require design and construction. However the speed with which Rurelec is adding new megawatts is rapid since we are serving developing markets that have little reserve capacity: any delay risks power cuts within those markets. The excellent relations Rurelec companies enjoy with their respective host governments underlines the important contribution we are making in these countries to keep the lights on when others have been slow to invest in the past. I am delighted that the confidence we have shown in Argentina and Bolivia has produced good results for Rurelec shareholders while also contributing to continued economic growth. We intend to build on that relationship of trust to expand our operations into neighbouring countries in the Southern Cone in the months to come. Jimmy West, Chairman 8 May 2007 RURELEC PLC CHIEF EXECUTIVE'S REVIEW OF OPERATIONS FOR THE YEAR ENDED 31 DECEMBER 2006 Rurelec's power generation businesses are performing well and the markets in which Rurelec currently generates electricity are experiencing considerable economic growth. Argentina's economy continues to grow at 9 per cent. while Bolivia is enjoying GDP growth of almost 6 per cent. As we reported at the half year stage, demand for electricity in turn is exceeding all previous demand forecasts. As a result, the governments of both Argentina and Bolivia have requested Rurelec's local subsidiaries to accelerate and increase expansion plans for new power capacity to match the needs of the power markets in the south of Latin America. Rurelec is still meeting the challenge that such rapid demand growth represents. Today Rurelec controls a group of four major operating power plants comprising 515 MW of fully operational installed capacity in Bolivia and Argentina with a further 160 MW under construction or at the ground-breaking stage and over 120 MW in advanced development. Argentina Rurelec is now six months into the construction phase of the 60 MW combined cycle expansion of its Energia del Sur ('EdS') power plant in Patagonia. EdS is the Argentine company which owns and operates one of the most southerly power plants in Argentina, serving the partially isolated power grid based on Comodoro Rivadavia. Existing capacity is 76 MW and Rurelec owns an effective 50 per cent. interest in EdS following its July 2005 purchase of a 50 per cent. stake in Patagonia Energy Limited ('PEL'). PEL is converting the original 1990s plant to combined cycle gas turbine expansion ('CCGT') by adding a steam turbine and heat recovery steam generator to the two open cycle General Electric 6B gas-fired turbines of EdS. During 2006, PEL acquired a steam turbine and air cooling system at very favourable prices to implement the combined cycle conversion. The project is eligible for carbon credits under the Kyoto Protocol and Rurelec is exploring innovative ways to use these carbon credits as security for project finance. The steam turbine and cooling system are now in Patagonia as part of a 96 container load shipment of plant and construction materials. This is the first expansion of generation capacity in Argentina since 2001 and the start of building work was a milestone in the Argentine power industry as it recovers from the economic turmoil of five years ago. When completed in early 2008, the CCGT conversion will add some 60 MW of new capacity in the south of Argentina where demand growth has out-stripped reserve capacity in the southern power grid. Since the year end, EdS has achieved financial close with Standard Bank Plc, London for a medium term dollar based loan of US $18 million for the financing of the new CCGT capacity. This was the first overseas financing for a power plant in Argentina since the peso crash of 2001. Again, this is an important milestone in the regional banking sector and opens the way to further project financing for new Rurelec projects in Argentina. Bolivia In January 2006, Rurelec completed the acquisition of a controlling stake in Empresa Guaracachi SA, Bolivia's largest power generation company and the biggest consumer of natural gas in the country. All of Guaracachi's power plants, consisting of 360 MW of nominal capacity at the time of the take-over, are thermal plants running on natural gas. Bolivia has the second largest reserves of natural gas in Latin America and has been looking to expand the market for its single most important resource. RURELEC PLC CHIEF EXECUTIVE'S REVIEW OF OPERATIONS - continued FOR THE YEAR ENDED 31 DECEMBER 2006 For the two years prior to the Rurelec acquisition, Guaracachi had been operated by the senior officers of Independent Power Corporation PLC, the British power developer founded in 1995 whose management created Rurelec. The transfer of control to Rurelec was therefore completed swiftly and this permitted Guaracachi to accelerate its plans for expansion within Bolivia through organic growth. The first new capacity completed in 2006 was the successful commissioning in August of four new Jenbacher 616 gas engines at Guaracachi's Aranjuez plant in Sucre. With a 42 per cent. thermal efficiency, these machines are now in service and are baseload providers of power for Bolivia's original capital and the seat of its Supreme Court. The new capacity was installed in time for the constituent assembly that was launched in Sucre in August 2006. A far larger expansion was substantially completed in 2006 in the form of the General Electric 6 FA gas turbine installed in Santa Cruz de la Sierra, Bolivia's principal commercial centre to the east of the country and the home of Bolivia's oil and gas industry. This turbine, now unromantically named GCH 11, was successfully commissioned in early 2007 and was officially inaugurated by the Minister of Public Works and the British Ambassador to Bolivia on 13 March, 2007. It has a nominal capacity of 71 MW though the high ambient temperature of Santa Cruz, which is on the edge of Amazonia, means that it is de-rated to 62 MW for practical purposes. Together, these two new power facilities in Sucre and Santa Cruz represent some 10 per cent. of the peak demand of Bolivia. Today, Guaracachi's installed nominal capacity in Bolivia has increased by 22 per cent. from 360 MW to just on 440 MW. At the same time as completing its current additions to plant capacity, Guaracachi has been working on two further expansion projects. The first project is the 80 MW CCGT expansion which consists of the conversion in Santa Cruz of two existing General Electric 6FA gas turbines to combined cycle operation. This project is Bolivia's first carbon credit power generation project under the Kyoto Protocol. Following extensive discussions with the Government of Bolivia, the Board of Guaracachi has given its approval to proceed with the CCGT conversion and a provisional generation licence is to be granted, allowing Guaracachi to initiate the project. A Siemens steam turbine has been reserved in Germany and is to be acquired on excellent terms following recent engineering due diligence. The turbine which has been reserved will allow the CCGT project capacity to be increased from the 80 MW originally announced to just under 100 MW using ancillary firing. This increase in the size of the project is necessary to meet Bolivia's growing demand for new power capacity. Guaracachi has received funding offers for the CCGT conversion from a number of local and regional banks. Acquisition of the steam turbine and the decision to commence construction are expected within weeks. The CCGT project is due to be commissioned in the first half of 2008. The second project is the 120 MW greenfield power plant to be based in Yacuiba in Bolivia's Department of Tarija close to the border with Argentina. This new plant is intended to stimulate economic growth to the south of Bolivia where the national transmission grid has not yet been extended. The plant will also be interconnected to the northern grid system of Argentina which currently suffers from power shortages. RURELEC PLC CHIEF EXECUTIVE'S REVIEW OF OPERATIONS - continued FOR THE YEAR ENDED 31 DECEMBER 2006 Guaracachi is in the closing stages of a protracted negotiation with the Bolivian national oil and gas company, YPFB, for a long term gas supply for the Yacuiba plant. A preliminary agreement for the sale of electricity was signed with CEMSA, the Argentine power trading subsidiary of Endesa of Spain, some time ago and has recently been extended. A study is also under way to increase the size of the Yacuiba project from the previously announced 120 MW in anticipation of an extension of the Bolivian national grid from Tarija to Yacuiba. Guaracachi has now completed the purchase of a site for the Yacuiba plant. This is adjacent to the site acquired by Rurelec's wholly-owned subsidiary, Energais, which has been developing in parallel an isolated generation project using Jenbacher gas engines to serve the local community in Yacuiba and Villa Montes. Energais recently obtained all necessary environmental consents for its own project site and Guaracachi expects to receive similar consents on a fast track basis. Energais continues to negotiate the installation of its two 3 MW Worthington dual fuel engines in Riberalta and Guayamerin. As part of a move to greater sustainability in isolated generation, Energais is now actively exploring the use of bio-fuels in its dual fuel motors and is working to replace the use of imported and expensive mineral diesel in its new local power plants. Expansion Rurelec is studying a number of expansion possibilities in line with its intention to become one of the leading power generation companies in Southern Cone of Latin America. At the present time, Rurelec has over US $ 200 million of unused debt capacity between its own balance sheet and those of its various companies. The policy of Rurelec is now to bring the Company in line with gearing ratios typical in other parts of the world for power companies with strong cash producing operations. While rapid growth is expected to continue in both Argentina and Bolivia from the development projects already in train, the Company hopes to add capacity in both Chile and Peru in future years both through greenfield development and by means of acquisition to create a balanced portfolio of profitable power plants on both sides of the Andes. Peter Earl Chief Executive Date: 8 May 2007 RURELEC PLC CONSOLIDATED INCOME STATEMENT AND STATEMENT OF RECOGNISED INCOME AND EXPENSE FOR THE YEAR ENDED 31 DECEMBER 2006 Consolidated income statement Year ended 6 months ended 31.12.06 31.12.05 Notes £'000 £'000 Revenue 4 20,660 1,864 Cost of sales (15,853) (1,502) Gross profit 4,807 362 Administrative expenses (2,426) (308) Other income 5 2,426 - Negative goodwill arising on 6 13,313 2,067 acquisition of subsidiary Finance income 200 8 Finance expense (632) - Profit before tax 17,688 2,129 Tax expense 7 (1,296) (76) Profit for the year / period 16,392 2,053 Attributable to minority interests 1,934 - Attributable to shareholders of 14,458 2,053 Rurelec Plc 16,392 2,053 Earnings per share (basic) 8 21.17p 10.28p Earnings per share (diluted) 8 21.17p 10.28p Statement of recognised income and expense Exchange differences on translation (4,564) (385) of foreign operations Profit for the financial year / period 14,458 2,053 Total recognised income and expense for the year / period 9,894 1,668 RURELEC PLC CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2006 31.12.06 31.12.05 Notes £'000 £'000 Assets Non-current assets Property, plant and equipment 9 70,886 4,853 Intangible assets 3 7 Trade and other receivables 442 406 Deferred tax assets 359 327 71,690 5,593 Current assets Inventories 3,146 460 Trade and other receivables 8,530 2,578 Cash and cash equivalents 3,179 424 14,855 3,462 Total assets 86,545 9,055 Equity and liabilities Equity attributable to equity holders of the parent Share capital 10 1,366 427 Share premium account 11 21,303 3,568 Foreign currency reserve 11 (4,948) (384) Retained earnings 11 16,542 2,084 Total equity attributable to 34,263 5,695 shareholders of Rurelec Plc Minority interests 29,985 - Total equity 64,248 5,695 Non-current liabilities Trade and other payables 247 431 Deferred tax liabilities 739 - Borrowings 10,522 - Total non-current liabilities 11,508 431 Current liabilities Trade and other payables 5,935 2,478 Borrowings 4,854 451 Total current liabilities 10,789 2,929 Total liabilities 22,297 3,360 Total equity and liabilities 86,545 9,055 RURELEC PLC CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2006 Year ended 6 months ended 31.12.06 31.12.05 Notes £'000 £'000 Net cash inflow / (outflow) 12 505 (58) from operating activities Cash flows from investing activities Purchase of plant and equipment (7,157) (387) Sale of fixed assets and spares 2,426 - Interest received 200 8 Acquisition of interest in (7,166) - subsidiary (net of cash) Acquisition of interest in joint venture (863) (2,474) (net of cash) Net cash used in investing activities (12,560) (2,853) Net cash outflow before financing activities (12,055) (2,911) Cash flows from financing activities Issue of shares (net of costs) 18,674 2,979 Proceeds from bank loans 1,301 - Repayment of bank loans (1,761) - Interest paid (478) - Tax paid (1,004) - Payment of dividend to minorities (1,922) - Dividend paid - (107) Net cash in from financing activities 14,810 2,872 Increase / (decrease) in cash and cash equivalents 2,755 (39) Reconciliation and analysis of change in net funds Increase / (decrease) in cash during year / period 2,755 (39) Cash and cash equivalents at start of year / period 424 463 Cash and cash equivalents at end of year / period 3,179 424 NOTES TO THE PRELIMINARY RESULTS FOR THE YEAR ENDED 31 DECEMBER 2006 1 Nature of operations Rurelec PLC and its subsidiary and joint venture entities ('The Group') principal activity is the operation of electricity generation assets and the supply of electricity to the wholesale market and major end-users. The Group also buys and sells related assets as opportunities arise. During the period under review, all of the Group's electricity generation assets were located in South America. 2 General information Rurelec PLC is the Group's ultimate parent company. It is incorporated and domiciled in England and Wales. Rurelec PLC's shares are traded on the Alternative Investment Market ('AIM') in London. The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the EU and International Financial Reporting Standards as issued by the International Accounting Standards Board. The consolidated financial statements for the year ended 31 December 2006 (including the comparatives for the six months period ended 31 December 2005) were approved by the Board of directors on 8 May 2007. 3 Basis of preparation The financial statements have been prepared under the historical cost convention and in accordance with applicable International Financial Reporting Standards ('IFRS') as adopted by the European Union. 4 Segment analysis During the year to 31 December 2006 and the six months to 31 December 2005, all of the Group's revenues arose from electricity generating activities. There were no revenues derived from the sale of equipment purchased with a view to subsequent resale. The following table provides a segmental analysis by geographic region: Argentina Bolivia UK Intra-Group Total £'000 £'000 £'000 £'000 £'000 Revenue 3,735 16,925 - - 20,660 Cost of sales (3,105) (12,748) - - (15,853) Administrative expenses (515) (1,125) (515) - (2,155) Exchange gains / (losses) (2) (497) 228 - (271) Other income - 2,426 - - 2,426 Negative goodwill - 13,313 - - 13,313 Finance income - 181 19 - 200 Finance expense (28) (601) (3) - (632) Dividend received - - 1,841 (1,841) - Profit before tax 85 17,874 1,570 (1,841) 17,688 Tax expense (310) (986) - - (1,296) Profit/(loss) for the year (225) 16,888 1,570 (1,841) 16,392 Segment analysis (continued) Total assets 7,775 78,630 26,425 (26,285) 86,545 Total liabilities 3,368 18,763 2,094 (1,928) 22,297 Capital expenditure 2,320 4,837 - - 7,157 Depreciation 327 2,258 - - 2,585 5 Other income Other income represents the book profit on the sale of surplus plant and equipment. 6 Negative goodwill arising on acquisition of subsidiary Negative goodwill arising on acquisition of subsidiary represents the excess of the provisional fair values of the assets less the liabilities acquired following the acquisition of the 50.00125% interest in Empresa Electrica Guaracachi S.A. over the cost of acquiring the shares - see note 13. In 2005, negative goodwill arising on acquisition represents the excess of the provisional fair values of the assets less the liabilities acquired following the acquisition of the 50% interest in Patagonia Energy Limited and its subsidiary company, over the cost of acquiring the shares. 7 Tax expense The relationship between the expected tax expense at the basic rate of 30% (31 December 2005 - 30%) and the tax expense actually recognised in the income statement can be reconciled as follows: Year ended 6 months 31.12.06 31.12.05 £'000 £'000 Result for the period before tax 17,688 2,129 Standard rate of corporation tax in UK 30% 30% Expected tax expense 5,306 639 Adjustment for tax exempt income relating to negative goodwill (3,994) (620) Effect of lower rate (19% vs. 30%) on UK result - 20 Adjustment for different overseas tax rates (205) 12 Accelerated allowances (229) - Consolidation adjustments with no tax effect 73 - Tax on overseas dividends, less double tax relief 345 - Other timing differences and non-deductible expenses - 25 Actual tax charge 1,296 76 8 Earnings per share a) Basic and diluted earnings per share: Basic earnings per share is calculated by dividing the profit for the period attributable to shareholders by the weighted average number of shares in issue during the period. For diluted earnings per share, the weighted average number of shares is adjusted to assume conversion of all dilutive potential ordinary shares. The fully diluted calculation of earnings per share is unchanged from the basic calculation as the warrants are anti-dilutive since the warrants have not been exercised and have expired. Year ended 6 months 31.12.06 31.12.05 Profit attributable to equity holders of the Company (£'000) £14,458 £2,053 Total shares in issue (average during the period) 68,288,775 19,970,924 Basic EPS 21.17p 10.28p Diluted EPS 21.17p 10.28p b) Underlying earnings per share: Income, or expenses, of a one-off nature do not relate to the profitability of the Group on an on-going basis and the calculation of underlying earnings per share excludes such items. The average weighted number of shares in issue during the period is unchanged from the numbers used in the calculation of the basic earnings per share. £'000 £'000 Profit attributable to equity holders of the Company £14,458 £2,053 (as above) Less: non-recurring 'negative goodwill' (£13,313) (£2,067) Underlying profit / (loss) attributable to equity holders £1,145 (£14) of the Company Underlying EPS 1.68p (0.07p) 9 Property, plant and Land Plant and Plant under Total equipment equipment construction £'000 £'000 £'000 £'000 Cost at 1 July 2005 - - 724 724 Additions - 181 206 387 Assets acquired on acquisition 115 4,036 - 4,151 Exchange adjustments (7) (278) - (285) Cost at 31 December 2005 108 3,939 930 4,977 Additions 9 3,366 3,782 7,157 Assets acquired on acquisition 4,934 54,520 10,470 69,924 Exchange differences (567) (6,602) (1,309) (8,478) Cost at 31 December 2006 4,484 55,223 13,873 73,580 Depreciation at 1 July 2005 - - - - Charge for year - 128 - 128 Exchange adjustments - (4) - (4) Depreciation at 31 December 2005 - 124 - 124 Charge for period - 2,585 - 2,585 Exchange adjustments - (15) - (15) Depreciation at 31 December 2006 - 2,694 - 2,694 Net book value - 31.12.06 4,484 52,529 13,873 70,886 Net book value - 31.12.05 108 3,815 930 4,853 9 Property, plant and equipment (continued) The value of property, plant and equipment recognised upon the initial inclusion of Empresa Electrica Guaracachi S.A. in the financial statements was £69,924,000. This amount includes a positive fair value adjustment of £14,293,000 resulting from a professional valuation carried out at the date of the acquisition. 10 Share capital 31.12.06 31.12.05 £'000 £'000 a) Authorised 120,000,000 ordinary shares of 2p each 2,400 600 (31 December 2005 - 30,000,000) b) Allotted, called up and fully paid 68,288,775 ordinary shares of 2p each 1,366 427 (31 December 2005 - 21,350,000) Reconciliation of movement in share capital during the period Number £'000 At 1 July 2005 12,600,000 252 Allotment on 29 July 2005 8,750,000 175 Balance at 31 December 2005 21,350,000 427 Allotment on 6 January 2006 46,938,775 939 At 31 December 2006 68,288,775 1,366 11 Statement of changes in shareholders' equity Share Share Foreign Retained Total capital premium currency earnings equity reserve £'000 £'000 £'000 £'000 £'000 Balance at 1.7.05 252 764 1 138 1,155 Allotment on 29.7.05 175 3,325 - - 3,500 Share issue costs written-off - (521) - - (521) Dividend paid - - - (107) (107) Translation differences - - (385) - (385) Profit for the period - - - 2,053 2,053 Balance at 31.12.05 427 3,568 (384) 2,084 5,695 Balance at 1.1.06 427 3,568 (384) 2,084 5,695 Allotment on 6.1.06 939 18,775 - - 19,714 Share issue costs written-off - (1,040) - - (1,040) Translation differences - - (4,564) - (4,564) Profit for the year - - - 14,458 14,458 Balance at 31.12.06 1,366 21,303 (4,948) 16,542 34,263 12 Reconciliation of profit before tax to cash generated from operations 12 months 6 months 31.12.06 31.12.05 £'000 £'000 Result for the period before tax 17,688 2,129 Add: Depreciation and amortisation 2,588 130 Deduct: Other income (2,426) - Negative goodwill (13,313) (2,067) Changes in working capital: Inventories (545) 33 Trade and other receivables - current (4,080) (1,368) Trade and other payables - current 161 1,093 Interest received (200) (8) Interest paid 632 - Net cash inflow / (outflow) from operating activities 505 (58) 13 Acquisition In January 2006, the Company acquired 100% of the issued share capital of Bolivia Integrated Energy Limited (BIE), a company registered in the British Virgin Islands, under registration number 510247. BIE owns, through an intermediary holding company, 50.00125% of the issued share capital of Empresa Electrica Guaracachi S.A. (EGSA), a company registered in Bolivia. EGSA is a generator and supplier of electricity to the national grid in Bolivia. The provisional fair values of the assets and liabilities acquired were as follows: Book value Fair value Provisional adjustments fair values £'000 £'000 £'000 Property, plant and machinery 55,631 14,293 69,924 Trade and other receivables > 1 year 14 - 14 Inventories 2,475 - 2,475 Trade and other receivables < 1 year 3,311 - 3,311 Cash 12,018 - 12,018 Trade and other payables > 1 year (285) - (285) Borrowings > 1 year (15,125) 1,352 (13,773) Deferred tax liability - (460) (460) Trade and other payables < 1 year (4,199) - (4,199) Borrowings < 1 year (1,361) 124 (1,237) Total net assets 52,479 15,309 67,788 Less: Minority interest (26,239) (7,654) (33,893) Total net assets acquired 26,240 7,655 33,895 Excess of net assets acquired over cost (13,313) ('negative goodwill') Purchase consideration 20,582 Paid during the year 19,184 Loan note outstanding at 31 December 2006 1,265 Exchange gain 133 Total 20,582 13 Acquisition (continued) The purchase consideration for the shares was $35m, of which $30m was paid in cash on completion and $3m was paid in cash in April 2006. The final instalment of $2m is due to be paid by 31 December 2007. Costs associated with the purchase of the shares amounted to £128,000. The 'provisional fair value' adjusted net assets acquired represent a surplus over the amount paid - 'negative goodwill'. In accordance with the Group's accounting policy on goodwill, this negative goodwill has been credited to the income statement (note 6). 14 Related party transactions a) Company - during the year the Company entered into material transactions with related parties as follows: i) Paid £120,000 to Independent Power Corporation PLC under a 'Shared Services Agreement'. P R Earl is a shareholder and director of Independent Power Corporation PLC and J G West and E R Shaw are directors. An amount of £11,750 was outstanding at 31 December 2006. ii) Advanced funds of £114,000, by way of a working capital loan, to Energia Para Sistemas Aislados S.A. (ESA). At 31 December 2006, the balance due by ESA was £1,202,000 (31.12.2005 - £1,088,000). iii) Advance funds of £727,000, by way of a working capital loan, to Patagonia Energy Limited (PEL). At 31 December 2006, the balance due by PEL was £727,000 (31.12.2005 - nil). iv) Acquired 100% of the share capital of Bolivia Integrated Energy S.A. from Southern Integrated Energy S.A., a wholly owned subsidiary of Independent Power Corporation PLC, for a total consideration of US$35m (see note 13). At 31 December 2006, an amount of £1,265,000 was owing to SIE in respect of deferred consideration. b) Group - during the year, companies in the Group entered into material transactions with related parties as follows: i) Empresa Electrica Guaracachi S.A. (EGSA) paid for engineering services amounting to £130,000 to Independent Power Operations Ltd, a wholly owned subsidiary of Independent Power Corporation PLC. An amount of £10,000 was owing at 31 December 2006. ii) Energia Para Sistemas Aislados S.A. (ESA) owed, at 31 December 2006, £33,000 to Independent Power Operations (Bolivia) Ltd, a 100% subsidiary of Independent Power Corporation PLC in respect of engineering services. This information is provided by RNS The company news service from the London Stock Exchange

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