Novera Energy Ltd
14 March 2006
15 March 2006
Novera Energy Limited
PRELIMINARY RESULTS FOR THE YEAR ENDED 31 DECEMBER 2005
Novera Energy Limited (Novera) is focussed on renewable energy generation in the
UK. We currently have interests in a diverse portfolio of landfill gas, wind and
advanced energy from waste, across 59 sites with a total generating capacity of
122 MW as at 31 December 2005.
• Cash distribution from 50:50 NMRE joint venture of £1.2 million received
for 1H 2005 in line with expectations, with the second dividend expected to
be received in 1H 2006.
• Novera Revenue of £3.8 million (2004: £10.0 million). 50% of NMRE joint
venture revenue of £12.5 million (2004: £0.3 million).
• Loss from continuing operations of £2.4 million (2004: loss of £1.5
• Adjusted loss before tax of £1.5 million after adding back one off costs
of migration and listing in UK (£0.5 million) and share of restructuring
costs in NMRE joint venture (£0.4 million).
• Increased investment in development of £1.5 million (2004: £0.2 million);
all expensed in the year.
• Migration of management to the UK complete, with the appointment of UK
based Chief Executive Officer and Chief Financial Officer.
• Sole listing on AIM from close of business on 4 April 2006 after delisting
process from ASX is complete.
Commenting on the results, John Brown, Chairman said:
'We are confident in our ability to deliver growth in the evolving UK renewables
sector. These results demonstrate the scale and diversity of Novera's portfolio
of operating generating assets. The NMRE joint venture is paying cash
distributions in line with our expectations.
Novera now has an asset base and a focussed management team with the capability
to deliver expansion and growth in the areas of landfill gas, wind power and
advanced energy from waste opportunities. The Company remains committed to
delivering shareholder value by focussing on UK renewable energy and growing
through a mix of organic development and acquisition.'
For further information:
Novera Energy Limited Hudson Sandler Westbrook Communications
David Fitzsimmons, CEO Nick Lyon/James Benjamin David Reid
Rory Quinlan, CFO Tel: +44 20 7796 4133 Tel: +61 2 9231 0922
Tel: +44 20 7845 9720
Notes to editors:
The Company is listed on the Australian Stock Exchange (until 4 April 2006) and
the London Stock Exchange's AIM market (ASX & AIM: NVE). The Company's
headquarters are in London.
Novera's focus is UK renewable energy generation and has a portfolio of landfill
gas, wind and advanced energy from waste.
Novera is the joint owner with Macquarie International Infrastructure Fund
Limited of Novera Macquarie Renewable Energy Limited (NMRE), one of the largest
diversified renewable energy portfolios in the UK. In the establishment of
NMRE, the joint venture acquired the former assets of Novera Energy Europe
Limited (NEEL) and United Utilities Green Energy Limited (UUGEL). NMRE owns and
operates mature, proven and low risk renewable energy generating assets,
including landfill gas (LFG), small hydro and wind power. As at 31 December
2005, the business had installed operating capacity of 122 MW at 59 sites in the
UK and Germany.
NMRE renewable energy generating asset portfolio at 31 December 2005:
Asset Location Sites in MW MW Construction Portfolio
Portfolio Operational / Development Capacity
LFG UK 45 86 7 93
Wind UK/Germany 3 9 15* 24
Hydro UK 10 16 - 16
Industrial UK 2 11 - 11
Total 60 122 22 144
* now operational and in ramp up to full capacity, representing NMRE's 60th site
Novera has a wind energy greenfield development portfolio of 30 sites and
expects to submit a formal planning application for a 20 MW site mid 2006.
Planning permission has been applied for on an advanced energy from waste
facility in East London, where biomass fuel from residual household waste left
after recycling and composting, will be used for renewable energy production.
I am delighted to make my first Chairman's report on the activities of Novera.
The Company is now based in London, with the majority of Directors resident in
the UK. Novera is listed on AIM, and will be traded on AIM alone from 4 April
2006. The UK Government's renewable energy target of 10% by 2010 gives the UK
one of the most favourable legislative environments for renewable energy
generation worldwide. Novera's relocation to the UK, where it has a substantial
renewable energy generating asset base and development opportunities, puts the
Company in an excellent position to take advantage of the opportunities this
Significant progress on our wind development projects was made in the year, with
the first due to be submitted into planning mid 2006. In February 2005 we sold
the 14.5 MW Mynydd Clogau wind farm site to NMRE. Novera also achieved
government support for the Company's proposed 10 MW advanced energy from waste
facility in East London.
2005 was also the first full year of operation of the NMRE joint venture, which
on a gross basis generated revenues of £24.9 million and 530 GWh of renewable
energy, enough to power more than 110,000 homes.
The relocation to the UK resulted in changes to the Board during the year. In
addition to my appointment as Chairman, Michael Cairns was appointed a
non-executive director. In October 2005 we were delighted to welcome David
Fitzsimmons as our new Chief Executive Officer. The Board was strengthened in
the year by these appointments while retaining the experience and knowledge of
the Australian directors, Donald Farrands and Michelene Collopy.
I would like to thank the former Chairman Dr Don Stammer and former CEO Shane
Gannon for their considerable contributions to Novera during the formative years
of the business. Their leadership provided Novera with quality assets and
partnerships from which the Company will continue to benefit for many years to
I would also like to thank all shareholders for their continued support over the
2005 was a year of change for Novera. We believe that following the significant
restructuring initiatives undertaken, Novera is now well placed to build on its
position as a leading independent developer and owner of renewable energy assets
in the UK.
Chief Executive's Report
2005 saw Novera building a platform for growth in the UK renewable energy
It was the first year of operations by the NMRE joint venture and good progress
was made in the integration of the two asset portfolios. NMRE's generating
capacity grew by 15% to reach 122 MW by the end of the year. NMRE returned a
cash distribution to Novera during 2005 of £1.2 million, in line with
expectations, with the second dividend expected to be received in 1H 2006.
2005 also saw good progress in our activities outside of our NMRE joint venture.
We submitted the planning application for our proposed 10 MW advanced energy
from waste facility in East London in October 2005. This will convert biomass
fuel from residual household waste into renewable energy. In addition, we expect
to make the formal planning application for our next wind farm by mid 2006.
Our performance in 2005 gives us a platform to deliver on our strategy, namely
to grow shareholder value by focussing on UK renewable energy generation using a
portfolio of three technologies: landfill gas, wind and advanced energy from
waste. Each of these businesses offer opportunities for growth through a
combination of organic development and acquisition.
2005 was also an important year in Novera's corporate development, in particular
our migration to the UK. The executive management of the Company is now fully UK
based and supported by a realigned Board. We listed on AIM in June 2005, and
from 4 April 2006 Novera will be solely listed on AIM. The last trading day on
the ASX will be 3 April 2006. 41% of Novera's shares were registered on AIM as
at 14 March 2006 with a further 17% director related transfers in process.
2005 Operational Review
Landfill Gas (NMRE - 50% owned by Novera)
Our joint venture, NMRE, owns and operates a diverse portfolio of renewable
energy generating assets, primarily landfill gas (83%), but also some small
hydro and wind power. During 2005 generation capacity of NMRE increased from 106
MW to 122MW, and is expected to increase to 144 MW during 2006. NMRE generated
an EBITDA of £8.8 million in 2005.
Landfill Gas (83% of 2005 generation)
Landfill gas is the major focus of NMRE. In 2005 NMRE generated 442 GWh from
landfill gas. In October 2005 NMRE successfully acquired a 7 MW portfolio of
landfill gas assets.
Through our NMRE joint venture we are seeking consolidation opportunities in the
landfill gas market.
Wind and Hydro (17% of 2005 generation)
NMRE's 16 MW hydro power portfolio performed well due to good rainfall. In May
NMRE successfully acquired two wind farms in Germany (9 MW). NMRE acquired the
Mynydd Clogau wind farm from Novera in February 2005 (14.5 MW). The site
achieved first generating revenue ahead of schedule in January 2006.
In February 2005 Novera sold the 14.5 MW Mynydd Clogau wind farm development
site to NMRE resulting in a gain on sale of £1.8 million, half of which is
recognised in the 2005 accounts as revenue, with the remainder to be recognised
over 20 years.
We expect to submit a formal planning application for a 20 MW site mid 2006 with
construction expected to start in 2007. Beyond that, we are working with a
portfolio of 30 sites with a potential capacity of 900 MW, which on a risked
basis we expect to yield 200-250 MW capacity.
Advanced Energy from Waste
In October 2005 we submitted a planning application for a 10 MW advanced energy
from waste project in East London which is a 'first of its kind' project for the
UK. The facility will produce renewable energy from the conversion of waste
derived from biomass fuel left after recycling and composting of household
waste. The Department of Environment, Food and Rural Affairs (DEFRA) has agreed
to purchase £5 million of services from Novera related to the development,
construction and demonstration of the project. Novera intends to own and operate
the plant, which is expected to be operational by the end of 2008, subject to
relevant planning approvals and agreements.
We see a significant new business opportunity for Novera in the advanced energy
from waste sector as a result of recent European and UK Government law and
policy changes. Assuming a positive planning outcome in East London, Novera
expects to be the first company in the UK with an operational plant that applies
advanced thermal processes to residual household waste to generate renewable
energy. The UK market is expected to provide the opportunity for well over 500
MW of renewable energy using this waste biomass fuel. We expect to apply more
resources to this important part of Novera's business in years to come with the
possibility of five plants (50 MW) operational by 2012.
Novera Energy Services is responsible for managing the thermal processing of
sewage sludge for UK water utilities on a contract basis. Maintaining and
operating five thermal processing sites in Wales and Scotland, revenues from the
business in 2005 were £1.8 million, an increase of 7% from 2004. The business
unit was responsible for the processing of 122,000 tonnes of sludge waste in the
Staff and environmental practice
Employees are the Company's greatest asset and our goal is to provide them with
a safe environment in which to work, where they can be given the opportunity to
achieve their potential.
Novera aims to ensure the highest standard of environmental compliance and to
make a meaningful contribution to the world in which we all live. In 2005 we had
no IPPC breaches and no minor releases. We are committed to maintaining and
improving our environmental performance record and devising new ways to deliver
cost effective renewable energy to the communities we serve.
In 2005 we built a solid position in each of our landfill gas, wind and advanced
energy from waste businesses. We have a strong pipeline of development projects
that will continue to provide growth in future years. Our portfolio of wind
developments and our advanced energy from waste project are the most advanced.
Furthermore, we believe that the UK renewable industry has scope for
consolidation activity in the coming years which will provide Novera with
selected opportunities for value adding acquisitions.
The UK Government policy for renewable energy ensures a growing demand for
renewable energy, with a target of 10% of total by 2010, and 15% by 2015.
Current production of electricity from renewable sources is approximately 3%.
Novera's strategy is to grow shareholder value through focussing on UK renewable
energy generation. We employ three technologies, landfill gas, wind and advanced
energy from waste. Each offers opportunity for growth through both organic
development and acquisition.
Chief Executive Officer
Chief Financial Officer's Report
We received a cash distribution from our NMRE joint venture of £1.2 million for
1H 2005 in line with expectations, with the second distribution expected to be
received in 1H 2006. We also raised £6.6 million (net) from share placements in
the year for the funding of current and future projects.
Our loss from continuing operations for the year was £2.4 million, an increase
from the prior year loss of £1.5 million. 2005 saw significant changes to our
business, with the listing on AIM and the relocation to the UK, and was also a
transitional year for our joint venture, NMRE as it consolidated two asset
portfolios. Furthermore we increased our investment in development projects
compared to 2004, all of which was expensed in the year.
The financial information for the year ended 31 December 2005 has been extracted
from the preliminary financial report for that year upon which the auditors have
yet to report.
Generation Revenue (2005: 50%, 2004: 100%)
100% NMRE Novera 50% share of Novera Variance
Revenue NMRE Revenue Revenue 2004 to 2005
2005 2005 2004
£ million £ million £ million
LFG 20.3 10.2 8.0 +27%
Hydro 2.8 1.4 -
Wind 0.7 0.3 -
Industrial 1.1 0.6 -
24.9 12.5 8.0 +56%
The NMRE portfolio benefits from energy being sold under long term contracts
providing a high degree of pricing and revenue certainty. The table above shows
that the 50% share of NMRE revenue in 2005 is greater than Novera's revenue from
LFG in 2004, and highlights the diversity of the new portfolio. The resultant
increase in revenue on a like-for-like basis is 56%.
Revenues in 2006 are expected to increase from 2005 levels as Mynydd Clogau wind
farm is commissioned and NMRE's LFG development sites are completed. As a result
the Company is expecting NMRE to be profitable in 2006.
Other Revenue (100% Novera owned)
Biomass revenue of £1.8 million was generated from managing the thermal
processing of sewage sludge for UK water utilities on a contract basis.
Advisory fees of £0.7 million were received in the year from DEFRA in relation
to the development of the Sustainable Energy Facility in East London and from
our wind project development work.
The release of deferred revenue of £0.3 million in the year relates to the
profits from the sale of Novera Energy Europe Limited (NEEL) to NMRE, half of
which was recognised in 2004, with the remainder recognised over 20 years, and
discounted revenue from the disposal of Arply landfill gas facility. £2.0
million of deferred revenue remained on the balance sheet at 31 December 2005 in
relation to the sale of NEEL.
Financial close on the sale of Mynydd Clogau wind farm project to NMRE was
completed on 28 February 2005. The gain on sale of £0.9 million recognised in
2005 represents one half of the profit with the balance to be recognised over 20
Interest of £0.1 million was received on the cash deposits held in the year.
Analysis of Loss
One off transition costs of £0.8 million contributed to NMRE's loss of £2.7
million for the year, with Novera equity accounting a 50% share of the loss of
£1.4 million. During 2005 generating capacity grew from 106 MW to 122 MW and is
forecast to increase to 144 MW by the end of 2006. This increase in capacity and
resulting output is expected to bring NMRE into profit for 2006.
In 2005 Novera incurred one off costs in relation to listing on AIM and
relocating to the UK of £0.5 million. We also increased our investment in
development projects from £0.2 million to £1.5 million in 2005 providing us with
a significant pipeline of growth into the future. All our development investment
was expensed in the year.
Our adjusted loss before tax is £1.5 million after adding back one off costs of
migration, listing on AIM and share of NMRE's transition costs.
Cash distribution received from Joint Venture
In July 2005 a £1.2 million cash distribution was received from NMRE for 1H 2005
in line with expectations. The 2H 2005 distribution is expected in 1H 2006.
Cash flow and financial position
Cash held by the Company at 31 December 2005 was £3.9 million. The capital
raising undertaken in the year injected £6.6 million (net) into the business for
the funding of current and future projects. The £3.1 million spent on
investments related to Novera's equity share of the German wind farm acquisition
(£1.2 million) and the acquisition of the landfill gas portfolio in Norfolk,
England (£1.9 million).
Novera's financial position has strengthened during the year, with total assets
at 31 December of £22.5 million, represented by cash £3.9 million, an investment
in NMRE of £16.6 million, receivables of £1.9 million and other of £0.1 million.
Total liabilities were £4.3 million, of which £2.9 million related to deferred
Novera undertook two capital raisings in the year. On 20 April 2005 Novera
issued 17,620,500 shares at 13p per share raising £2.2 million. During the year
Novera consolidated its shares on a 1 for 5 basis which had the impact of
reducing the number of shares from 228.1 million to 45.6 million. Novera raised
a further £5.3 million in capital by listing on AIM on 10 June 2005 by placing
9,189,044 shares at 58p per share. At 31 December 2005 the total number of
shares on issue was 54.8 million.
International Financial Reporting Standards
In accordance with the requirements of the Australian Stock Exchange, Novera
adopted the Australian equivalent to International Financial Reporting Standards
(AIFRS) in the year. The move to AIFRS has not changed how the group is managed
and has had no impact on cash flow.
Post balance sheet events
Novera has been granted approval to de-list from the Australian Stock Exchange
with effect from 4 April 2006. Novera will remain listed on AIM.
Chief Financial Officer
Novera Energy Limited
Preliminary consolidated Profit and Loss Account
For the year ended 31 December 2005
Revenue 3,808 9,968
Cost of sales (1,386) (3,668)
Gross Profit 2,422 6,300
UK migration costs 247 -
AIM costs 210 -
Borrowing costs - 837
Other administrative expenses 1,498 4,874
Administrative Expenses 1,955 5,711
Development costs 1,513 180
Depreciation and amortisation expenses 29 1,528
Loss before share of joint venture and income tax (1,075) (1,119)
Share of net losses of associates and joint ventures (1,373) (191)
accounted for using the equity method
Loss on ordinary activities before taxation (2,448) (1,310)
Income tax expense - (143)
Loss for the year from continuing operations (2,448) (1,453)
Profit from discontinued operations - 1,549
(Loss)/profit for the year (2,448) 96
(Loss)/profit attributable to equity shareholders (2,448) 96
Basic earnings per share (0.05) 0.02
Diluted earnings per share (0.05) 0.02
Novera Energy Limited
Preliminary consolidated balance sheet
As at 31 December 2005
Property, plant & equipment 87 51
Investments accounted for using the equity method 16,607 16,087
Receivables 861 976
Total non-current assets 17,555 17,114
Receivables 1,022 736
Other 34 20
Cash and cash equivalents 3,865 1,156
Total current assets 4,921 1,912
Total assets 22,476 19,026
Payables 1,068 833
Deferred revenue 154 937
Provisions 22 33
Other 303 173
Total current liabilities 1,547 1,976
Deferred revenue 2,776 3,091
Total non-current liabilities 2,776 3,091
Total liabilities 4,323 5,067
Net assets 18,153 13,959
Contributed equity 32,211 25,583
Reserves 14 -
Retained losses (14,072) (11,624)
Total equity 18,153 13,959
Novera Energy Limited
Preliminary consolidated cash flow statement
For the year ended 31 December 2005
Cash flows from operating activities
Receipts from customers 2,096 12,258
Payments to suppliers and employees (3,020) (11,564)
Cash generated from operations (924) 694
Payment of development costs (1,331) (180)
Interest received 127 9
Interest paid - (676)
Net cash (outflow)/inflow from operating (2,128) (153)
Cash flows from investing activities
Payments for property, plant and equipment (96) (2,777)
Payments for investments (3,136) (16,660)
Proceeds from vending of NEEL and other - 28,506
Proceeds from sale of assets - 2
Proceeds from sale of Arpley facility 181 -
Proceeds of dividend from joint venture 1,220 20
Transaction costs sale of Mynydd Clogau (360) -
Repayment of borrowings -related parties 204 -
Net cash inflow (outflow) from investing (1,987) 9,091
Cash flows from financing activities
Repayment of finance lease - (9,102)
Proceeds from loans - 242
Proceeds from issues of shares and other equity 6,628 266
Net cash inflow (outflow) from financing 6,628 (8,594)
Net increase (decrease) in cash and cash 2,513 344
Cash and cash equivalents at the beginning of the 1,156 687
Effects of exchange rate changes on cash and cash 196 125
Cash and cash equivalents at the end of year 3,865 1,156
Novera Energy Limited Notes to the preliminary accounts for the year ended
31 December 2005
1. The financial information shown for the years ended 31 December 2005 and 2004
set out above does not constitute statutory accounts but is derived from those
accounts. The results have been prepared using accounting policies consistent
with those used in the preparation of the statutory accounts. The financial
information contained in this announcement does not constitute statutory
accounts. The financial information for the years ended 31 December 2005 and
2004 has been extracted from the preliminary financial report for that year upon
which the auditors have yet to report. Copies of this announcement are available
at the registered offices of the Company (30 Bedford Street, London, WC2E 9ED),
on the Company website (www.noveraenergy.com) and at the offices of the
Company's nominated advisors, Oriel Securities Limited (125 Wood Street, London,
EC2V 7AN), for a period of 14 days from the date hereof.
2. Segment information
Primary reporting format-business segments
2005 Landfill Biomass Development Corporate Total
£'000 £'000 £'000 £'000 £'000
Segment revenue * 1,790 671 1,347 3,808
* 190 (1,700) 435 (1,075)
Share of net loss
of joint venture (1,373) (1,373)
Segment result (1,373) 190 (1,700) 435 (2,448)
Net Loss (2,448)
Investment in associates, joint ventures 16,607 16,607
2004 Landfill Biomass Business & Corporate & Total
Gas Services Project Significant
£'000 £'000 £'000 £'000 £'000
revenue 8,093 1,678 188 9 9,968
Segment result 1,248 102 188 (2,657) (1,119)
Share of net result
-JV 19 (210) (191)
result 1,267 102 188 (2,867) (1,310)
Income tax (143) - - - (143)
Net Profit after
tax 1,124 102 188 (2,867) (1,453)
operations - - - 1,549 1,549
Adjusted Profit - - - - 96
Investment in associates, joint ventures
and partnership - 16,087 16,087
*On 16 December 2004, the Company disposed of its share in NEEL to NMRE, in
which the Company owns a 50% direct interest. Accordingly, the LFG business
revenues ceased to be derived by the Company and were from the date of disposal
derived by the NMRE. Only the Company's net share of the profit from the NMRE is
recognised in the 2005 accounts. This treatment also applies to the revenue
derived by NMRE from the acquisition in 2004 of a 75 MW renewable energy
portfolio from UUGEL.
There were no dividends provided or paid during the year.
4. Retained Earnings
Adoption of AIFRS has been reflected in the comparatives for retained earning in
2004 and directly in the net loss figure for 2005.
Retained earnings at the beginning of the financial year (11,624) (9,807)
Adjustment resulting from change in accounting policy on adoption of
Net (loss) / profit attributable to members of Novera Energy Limited (2,448) 96
Transfer from Foreign Currency Translation Reserve - (1,888)
Retained earnings at the end of the financial year (14,072) (11,624)
5. Equity securities issued/consolidated
2005 2004 2005 2004
'000 '000 £'000 £'000
Opening balance 210,438 207,635 25,583 25,396
Issues of ordinary shares during the year
Placement 28 April 2005 17,620 - 2,173 -
228,058 207,635 27,756 25,396
Consolidation 1:5 basis 45,612 n/a
Placement 10 June 2005 9,189 - 5,330 -
Exercise of options under the Novera Energy
Australian Incentive Option Plan - 2,803 - 268
Less Cost of equity raising - - (875) (81)
54,801 2,803 4,455 187
Closing balance 54,801 210,438 32,211 25,583
6. Investment in Novera Macquarie Renewable Energy Joint Venture
As NMRE is a significant asset to Novera a breakdown of both Novera's 50 %
holding and the financial position of NMRE are disclosed below:
NMRE Profit and Loss Account NMRE 100% Novera's 50%
Revenue 24,938 12,469
Cost of sales 13,766 6,883
Gross Profit 11,172 5,586
Restructuring cost of business acquisition 819 410
Other administrative expenses 1,540 770
Administrative Expenses 2,359 1,180
Depreciation 6,939 3,470
Operating Profit 1,874 936
Interest payable and similar charges (5,155) (2,577)
Interest receivable 580 290
Share of post tax losses from joint ventures (45) (22)
Loss before tax 2,746 1,373
Tax expense - -
Loss for the year 2,746 1,373
NMRE Balance Sheet NMRE 100% Novera's 50%
Property, plant and equipment 76,927 38,464
Intangible assets 45,912 22,956
Investment in JV 377 188
Total non-current assets 123,216 61,608
Cash and cash equivalents 16,652 8,326
Receivables 8,445 4,223
Total current assets 25,097 12,549
Total assets 148,313 74,157
Financial liabilities 4,797 2,398
Trade and other payables 12,947 6,474
Total current liabilities 17,744 8,872
Financial liabilities 94,687 47,343
Provisions for liabilities and charges 3,741 1,871
Total non-current liabilities 98,428 49,214
Total liabilities 116,172 58,086
Net assets 32,141 16,071
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