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AgCert International (AGC)

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Tuesday 13 September, 2005

AgCert International

Trading Statement & Interims

AgCert International PLC
13 September 2005


                            AgCert International plc

              Trading Update, Half Year Results and board changes

AgCert International plc (the 'Company' or 'AgCert') announces an update as to
its operational performance in the modification of animal waste management
systems and its subsequent build up of greenhouse gas emission reduction offset
('offset') inventory. While a number of performance indicators used by the
management to monitor progress have exceeded the Directors' expectations, the
number of completions and the time taken to complete the modification of animal
waste management systems have not met the Directors' expectations. This has been
due to a number of operational and regulatory reasons (detailed below) and,
while the Company believes it will be able to meet its contractual obligations
with its buyers, this significantly reduces the Directors' expectations about
Offset delivery in 2005 and 2006, with the consequence of under recovery of
related overheads.

AgCert has taken organizational and operational steps to increase the number and
rate of site completions, to reduce the cost of constructing sites and to
restore Offset production levels to plan in 2007.

These specific actions include hiring a Chief Construction Officer, utilizing
fixed term and fixed cost construction contracts which incorporate financial
penalties for non-performance of contractors, authorizing the deployment of a
currency hedging policy, making project design and engineering improvements to
minimize excavation, installation and procurement costs, and improving the farm
selection criteria. The newly formed Executive Committee (see below) intends to
investigate and explore additional steps.

In addition, effective immediately, Alan Tank will cease to serve as Chief
Executive Officer, Managing Director and Director of the Company. Bill Haskell,
a current Director, will serve as interim CEO comprising The Board will begin
the search for a new CEO immediately. In addition, an Executive Committee has
been formed to oversee the running of the Company's operations. It comprises
Rick Andlinger (Chairman), Bill Haskell (interim CEO), Peter Murray (Senior
Independent Director) and Paul D'Alton (Finance Director).


The Directors remain confident that the economics of the business are sound and
believe that the impact on expected results described above is principally a
matter of timing. Taking account of favourable market movements in the price of
Offsets in recent months, and the continued evolution of structured greenhouse
gas emission markets around the world, the Directors believe that the Company's
value proposition remains attractive.


Below is a summary of the company's operational performance with reference to
its key performance measures.

Performance measure                 26 May 2005*     10 September 2005

'Arrangements' with farms (Brazil,  >500             >1,000

Mexico, Chile, Argentina)

Farms size (average # of sows)      1,000 (estimate  920 (for the 74 completed
                                    of standard)     sites)
                                                     623 (for all 528 starts)

Total starts                        294              528

Build time                          8 to 12 weeks    16 to 20 weeks

Completions                         31               74

Capital cost per standard site      €60,000         €85,000

Offset yield per standard site      10,000 tonnes    9,120 tonnes CO2e
(annually)                          CO2e
                                    (estimate of
                                    standard)
Prompt start
qualifying farms                    471              471, of which, 342 farms
                                                     meet company criteria

Total credit reserve (from farms    20 million       32 million tonnes CO2e
started)                            tonnes CO2e

PDDs submitted                      1                18

Letters of approval                 2 (Mexico)       7 (Mexico)


* Souce: 27 May 2005 (Listing Particulars)

EUA prices *                        €19.94           €23.83

* Source: Point Carbon

The length of time required from the initiation of construction to completion
has been significantly longer than planned or initially experienced by the
Company. In the period since the initial public offering, a number of factors
have affected the company's operations: restrictions on the Company, prior to
incorporation in Brazil and Mexico, to execute construction contracts with
performance penalty provisions to the contractors; adverse weather conditions;
and logistical challenges with procurement of key components, notably flares and
meters. In addition, the Company has experienced slower time frame as regards
regulatory approval of its offsets, and is awaiting its first letter of approval
from Brazil.

At the same time, it has cost more than expected to install the Company's
anaerobic digesters on farms in Brazil and Mexico. The primary contributors to
increased project costs are unfavourable movements of host country currencies,
increases in vinyl and excavation costs as well as higher labour costs.
Moreover, the Company commenced construction on farms smaller than the standard
1,000 sow equivalent target, leading to higher average capital expenditure cost
per offset.

As result of these factors, there has been a significantly slower rate of
inventory accumulation than expected. This, coupled with a slower than expected
regulatory process, means that revenues for 2005 and 2006 will be significantly
below expectations, with consequent implications for net income and cash flow.
Therefore, the Directors believe there will be a delay, of the order of nine to
twelve months, in achieving the inventory and sales targets anticipated for 2005
and 2006.


Half Year Results

The Company also publishes today its results for the period from incorporation
to 30 June 2005, together with the Chairman's introductory letter to those
accounts. The balance sheet and cash flow statements reflect funds raised in the
early June IPO, investment in fixed assets and operating expenditure in
executing the Company's business plan. As expected, the company did not generate
sales revenue in the period and while cash expenses were generally in line with
plan, these costs were almost all expensed rather than carried in the cost of
inventory as a result of the slower level of inventory accumulation. The
operating loss for the period was €5.38 million and the net loss was €7.22
million.


Contact:

Paul D'Alton, Finance Director                     +353 (0) 1 245 7400
Elizabeth Morley / Colin Browne      Maitland      +44 (0)20 7379 5151


This announcement contains certain statements regarding the group's financial
position and results, business strategy,plans and objectives that are or may be
deemed to be forward-looking statements, including without limitation,
statements containing the words 'believes','anticipates' 'intends' 'plans',
'estimates', 'aims','expects' or, in each case, their negative or other
variations or comparable terminology. Such statements involve risk and
uncertainty because they relate to future events and circumstances, and there
are accordingly a number of factors which might cause actual results and
performance to differ materially from those expressed or implied by such
statements.


Chairman's Letter to
Condensed consolidated interim financial statements
Period from incorporation 8 December 2004 to 30 June 2005

The first six months of 2005 have both reaffirmed the business opportunity for
AgCert to produce greenhouse gas emissions offsets, and defined the Company's
operating challenges in reaching its goals.

The Kyoto Protocol came into force in February of this year establishing a
global system to reduce greenhouse gases. The European Union Emission Trading
Scheme ('EU ETS') was launched in January and created the main market for
AgCert's business. Trading of European Union Allowances ('EUA's) began, and the
market anticipated the emergence of the first Certified Emission Reduction
('CER') from the lengthy and still developing regulatory process.

Together with these market developments, AgCert rapidly expanded its operations
in Brazil and Mexico to secure long term contracts and construct improved animal
waste management systems on livestock farms for the production of greenhouse gas
emissions offsets. On the day Kyoto came into force, Mexican President, Vicente
Fox, granted AgCert its first Letter of Approval ('LOA'), a necessary step in
the registration and certification process of AgCert's projects to create CERs
from its Offsets. The Company is engaged in a similar process in Brazil and is
optimistic about receiving a LOA in the near future.

To provide resources to fund its business, in June 2005 AgCert completed its
initial public offering on the London Stock Exchange, raising gross proceeds of
€91 million. Earlier in the year the International Finance Corporation ('IFC'),
a member of the World Bank Group, became a significant investor and strategic
partner.

As a young and developing company facing a new and evolving market, AgCert is in
the fortunate position of having already secured advance sales contracts of
approximately €74 million, and sees an abundance of potential future customers.
The Company's focus is to generate greenhouse gas emission offsets and work with
the regulatory authorities to achieve registration and certification.

The six month financial statements reflect the cash balance resulting from the
initial public offering, a net loss greater than expected due primarily to a
slower booking of inventory which caused the expensing of operating costs rather
than carrying them in inventory. Adverse currency movements and a slight
increase in cash operating expenses also contributed to the net loss.

A review of our performance measures after 30 June shows that that while a
number of indicators used by management to monitor progress have exceeded the
Directors' expectations, the number of completions and the time taken to
complete the modification of animal waste management systems have not met with
our expectations. This has been due to a number of operational and regulatory
reasons, and while the Company believes it will be able to meets its contractual
obligations with its buyers, it significantly reduces the Directors'
expectations about offset delivery in 2005 and 2006.

The Company has taken a number of organizational and operational steps to
increase the number and rate of site completions, to reduce the cost of
constructing sites, and to restore offset production levels.

The Directors remain confident that the economics of the business are sound and
consistent with the delivery of excellent returns to shareholders.


Merrick G Andlinger
Chairman
13 September 2005


Independent review report to AgCert International Plc

Introduction

We have been engaged by the company to review the financial information set out
on pages 5 to 16, and we have read the other information contained in the
interim report and considered whether it contains any apparent misstatements or
material inconsistencies with the financial information.

This report is made solely to the company in accordance with the terms of our
engagement to assist the company in meeting the requirements of the Listing
Rules of the UK Financial Services Authority. Our review has been undertaken so
that we might state to the company those matters we are required to state to it
in this 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 for
our review work, for this report, or for the conclusions we have reached.

Directors' Responsibilities

The interim report, including the financial information contained therein, is
the responsibility of, and has been approved by, the directors. The directors
are responsible for preparing the interim report in accordance with the Listing
Rules which require that the accounting policies and presentation applied to the
interim figures should be consistently applied.

As disclosed in the notes to the financial information, the next annual
financial statements of the group will be prepared in accordance with IFRSs
adopted for use in the European Union.

The accounting policies that have been adopted in preparing the financial
information are consistent with those that the directors currently intend to use
in the next annual financial statements. There is, however, a possibility that
the directors may determine that some changes to these policies are necessary
when preparing the full annual financial statements for the first time in
accordance with those IFRSs adopted for use by the European Union.

Review Work Performed

We conducted our review in accordance with guidance contained in Bulletin 1999/4
Review of interim financial information issued by the Auditing Practices Board
for use in Ireland and the United Kingdom. A review consists principally of
making enquiries of group management and applying analytical procedures to the
financial information and underlying financial data and, based thereon,
assessing whether the accounting policies and presentation have been
consistently applied unless otherwise disclosed. A review is substantially less
in scope than an audit performed in accordance with Auditing Standards and
therefore provides a lower level of assurance than an audit. Accordingly we do
not express an audit opinion on the financial information.

Review Conclusion

On the basis of our review we are not aware of any material modifications that
should be made to the financial information as presented for the period ended 30
June 2005.


KPMG 12 September 2005
Chartered Accountants
Registered Auditors


AgCert International Plc

Condensed consolidated interim income statement
for the period from incorporation to 30 June 2005

                                                                          2005
                                             Note                            €
Revenue                                                                      -
Administration Expenses                             1               (5,377,578)
                                                                     ---------
Operating Loss                                                      (5,377,578)
Financial Income                                                       111,746
Foreign Exchange Loss                                               (1,559,667)
Financial Expense                                                     (392,037)
                                                                     ---------
Loss for the Period                                                 (7,217,536)
                                                                     =========
Attributable to:
Equity holders                                                      (7,217,536)
Loss for the Period                                                 (7,217,536)
Basic Earnings per share                            2                    (0.73)
Diluted Earnings per share                          2                    (0.73)



On behalf of the board
Merrick G Andlinger Paul M D'Alton
Director Director


AgCert International Plc

Condensed consolidated interim statement of recognised income and expense
For the period from incorporation to 30 June 2005

                                                                          2005
                                                         Note                €
Foreign exchange translation differences                              (189,719)
                                                                     ---------

Income and expense recognised directly in equity                      (189,719)
                                                                     ---------

Loss for the period                                                 (7,217,536)
                                                                     ---------

Total recognised income and expense for the period                  (7,407,255)
                                                                     =========
Attributable to:
Equity holders                                                      (7,407,255)
                                                                     ---------

Total recognised income and expense for the period                  (7,407,255)
                                                                     =========


AgCert International Plc

Condensed consolidated interim balance sheet
As at 30 June 2005

                                                                          2005
                                                           Note              €
Assets
Property, Plant and Equipment                                 3     10,369,146
Intangible assets                                                    3,728,704
                                                                     ---------
Total non-current assets                                            14,097,850
                                                                     ---------

Inventories                                                             43,786
Prepayments                                                            603,031
Trade and other receivables                                            340,250
Cash and Cash Equivalents                                           66,872,089
                                                                     ---------
Total current assets                                                67,859,156
                                                                     ---------
Total assets                                                        81,957,006
                                                                     =========
Equity
Issued capital                                                4     88,235,365
Reserves                                                              (189,719)
Retained Earnings                                                   (7,217,536)
                                                                     ---------
Total equity attributable to equity holders of the parent           80,828,110
                                                                     ---------
Liabilities                                                          1,128,896
                                                                     ---------
Trade and other payables
Total current liabilities                                            1,128,896
                                                                     ---------
Total equity and liabilities                                        81,957,006
                                                                     =========


On behalf of the board
Merrick G Andlinger Paul M D'Alton
Director Director


AgCert International Plc

Condensed consolidated interim cash flow statement
For the period from incorporation to 30 June 2005

                                                                          2005
                                                     Note                    €
Net Cash from operating activities                       5          (7,151,877)

Cash flows from Investing Activities
Acquisition of property plant and equipment              3         (10,404,595)
Acquisition of intangibles                                          (3,795,978)
                                                                     ---------
Net cash from investing activities                                 (14,200,573)
                                                                     ---------
Cash flows from financing activities
Proceeds from the issue of share capital                            90,946,464
Proceeds from the issue of debt                                     22,215,702
Repayment of borrowings                                            (13,839,252)
Payment of transaction costs                                       (11,098,375)
                                                                     ---------
Net cash from financing activities                                  88,224,539
                                                                     ---------
Net Increase in cash and cash equivalents                           66,872,089
Cash and cash equivalents at 8 December 2004                                 -
                                                                     ---------
Cash and cash equivalents at 30 June 2005                           66,872,089
                                                                     =========


On behalf of the board
Merrick G Andlinger Paul M D'Alton
Director Director


AgCert International Plc

Significant accounting policies

AgCert International Plc is a company domiciled in the Republic of Ireland, with
a principal place of business at Apex Business Centre, Blackthorn Road,
Sandyford, Dublin 18. The Company's registered office address is 30 Herbert
Street, Dublin 2, Ireland. The condensed interim financial statements of the
Company for the period from incorporation to 30 June 2005 comprise the Company
and its subsidiaries (together referred to as the 'Group').

a  Statement of compliance

The condensed consolidated interim financial statements have been prepared in
accordance with International Financial Reporting Standards (IFRSs) for interim
financial statements. The condensed consolidated interim financial statements do
not include all of the information required for full annual financial
statements.

b  Basis of preparation

The financial statements are presented in euro. They are prepared on the
historical cost basis.

The preparation of interim financial statements in conformity with IAS 34
Interim Financial Reporting requires management to make judgements, estimates
and assumptions that affect the application of policies and reported amounts of
assets and liabilities, income and expenses. The estimates and associated
assumptions are based on management's best judgement as to what is reasonable
under the circumstances, the results of which form the basis of making the
judgements about carrying values of assets and liabilities that are not readily
apparent from other sources. Actual results may differ from these estimates.

The condensed consolidated interim financial statements have been prepared on
the basis of IFRSs in issue that are effective or available for early adoption
at the Group's first IFRS annual reporting date, 31 December 2005. Based on
these IFRSs, the Board of Directors have made assumptions about the accounting
policies expected to be adopted (accounting policies) when the first IFRS annual
financial statements are prepared for the period ended 31 December 2005.

The IFRSs that will be effective or available for voluntary early adoption in
the annual financial statements for the period ended 31 December 2005 are still
subject to change and to the issue of additional interpretation(s) and therefore
cannot be determined with certainty. Accordingly, the accounting policies for
that annual period that are relevant to this interim financial information will
be determined only when the first IFRS financial statements are prepared at 31
December 2005.

The accounting policies have been applied consistently throughout the Group for
purposes of these condensed consolidated interim financial statements.

c  Basis of consolidation

(i) Subsidiaries

Subsidiaries are entities controlled by the Company. Control exists when the
Company has the power, directly or indirectly, to govern the financial and
operating policies of an entity so as to obtain benefits from its activities. In
assessing control, potential voting rights that presently are exercisable or
convertible arc taken into account. The financial statements of subsidiaries are
included in the condensed consolidated interim financial statements from the
date that control commences until the date that control ceases.

(ii) Transactions eliminated on consolidation

Intragroup balances and any unrealised gains and losses or income and expenses
arising from intragroup transactions are eliminated in preparing the condensed
consolidated interim financial statements.

d  Foreign currency

(i) Foreign currency transactions

Transactions in foreign currencies are translated at the foreign exchange rate
ruling at the date of the transaction. Monetary assets and liabilities
denominated in foreign currencies at the balance sheet date are translated to
euro at the foreign exchange rate ruling at that date. Foreign exchange
differences arising on translation are recognised in profit or loss.
Non-monetary assets and liabilities that are measured in terms of historical
cost in a foreign currency are translated using the exchange rate at the date of
the transaction. Non-monetary assets and liabilities denominated in foreign
currencies that are stated at fair value are translated to euro at foreign
exchange rates ruling at the dates the fair value was determined.

(ii) Financial statements of foreign operations

The financial statements of foreign operations, including goodwill and fair
value adjustments arising on consolidation, are translated to euro at the
foreign exchange rates ruling at the balance sheet date. The revenues and
expenses of foreign operations are translated into euro at rates approximating
to the foreign exchange rates ruling at the dates of the transactions. Foreign
exchange differences arising on retranslation are recognised directly into a
separate component of equity.

e  Property, Plant and Equipment

Items of property, plant and equipment are stated at cost or deemed cost less
accumulated depreciation. Property that is being constructed or developed for
future use is classified as property, plant and equipment and stated at cost
until construction or development is complete, at which point it is depreciated
accordingly.

(i) Depreciation

Depreciation is charged to profit or loss on a straight line basis over the
estimated useful lives of each part of property, plant and equipment. The
estimated useful lives are as follows:

. Plant and equipment 10 years

f  Intangible assets

(i) Goodwill

All business combinations are accounted for by applying the purchase method.
Goodwill has been recognised in business acquisitions. In respect of the
business, acquired goodwill represents the difference between the cost of the
acquisition and the fair value of the net identifiable assets acquired. Goodwill
is stated at cost less any accumulated impairment losses. Goodwill is allocated
to cash-generating units and is no longer amortised but is tested annually for
impairment.

(ii) Other Intangible assets

Intangible assets other than goodwill that are acquired by the group are stated
at cost less accumulated amortisation and impairment losses.

(iii) Amortisation

Amortisation is charged to profit or loss on a straight line basis over the
estimated useful lives of intangible assets unless such lives are indefinite.
Goodwill and intangible assets with an indefinite useful life are tested
systematically for impairment at each annual balance sheet date. Other
intangible assets are amortised from the date they are available for use. The
estimated useful lives are as follows:

• Patents and trademarks 10 years

• Software 10 years

• Aggregation contracts 10 years

g  Trade and other receivables

Other receivables are stated at their cost less impairment losses (see
accounting policy j below).

h  Inventories

Inventories are stated at the lower of their cost and net realisable value. Net
realisable value is the estimated selling price in the ordinary course of
business, less the estimated costs of completion and selling expenses.

i  Cash and cash equivalents

Cash and cash equivalents comprises cash balances and call deposits with an
original maturity of three months or less. Bank overdrafts that are repayable on
demand and form an integral part of the Group's cash management are included as
a component of cash and cash equivalents for the purpose of the statement of
cash flows.

j  Impairment

The carrying amounts of the Group's assets are reviewed at each balance sheet
date to determine whether there is any indication of impairment. If any such
indication exists, the asset's recoverable amount is estimated (see accounting
policy j(i) below).

For goodwill, intangible 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 it recoverable amount. Impairment losses are
recognised in profit or loss unless the asset is recorded at a revalued amount
in which case it is treated as a revaluation decrease.

(i) Calculation of recoverable amount

The recoverable amount of the Group's investments in receivables carried at
amortised cost is calculated as the present value of estimated future cash
flows, discounted at the original effective interest rate (i.e., the effective
interest rate computed at the time of initial recognition of these financial
assets). Receivables with a short duration are not discounted.

k  Revenue

(i) Goods sold and services rendered

Revenue from the sale of emission offsets is recognised when the Group has
transferred the significant risks and rewards of ownership to a customer.
Revenue is recognised only if it is probable that future economic benefits will
flow to the Group and these benefits can be measured reliably. In order for the
Group to generate a Certified Emission Reduction, a number of steps must be
performed, as follows:

• the Group constructs a facility that produces Emission Reductions;

• the United Nations approves the process and methodology of measuring Emission
  Reductions and certifies their acceptance of the production process;

• the Group has to obtain the approval of the Designated National Authority for
  the process and methodology in the country in which the Emission Reduction
  facility is based;
• the Group produces Emission Reductions to supply to the customer;

• the Group then notifies the customer that Emission Reductions have been
  verified and are held for the customer's account; and

• the Emission Reductions need to be registered by the UNFCCC before they become
  Certified Emission Reductions that can be utilized by the customer in its own
  jurisdiction to reduce its level of emission production.

The Group will only recognise revenue when it notifies the customer that the
Emission Reductions have been produced and are held for the customer's account,
and it determines that the delivery and regulatory risk encompassed in the final
Emission Reduction registration and certification process is minimal. As of the
date of this report, no Emission Reductions have yet been certified and,
consequently, it is not possible to identify the degree of this delivery or
regulatory risk.


AgCert International Plc

Notes to the condensed consolidated interim financial statements

1. Administrative Expenses

Administrative expenses are made up as follows:
                                                                             €
Employee costs                                                       3,844,857
Professional and Legal                                                 281,283
Depreciations and amortisation                                          99,696
General and administrative                                           1,151,742
                                                                     ---------
                                                                     5,377,578
                                                                     =========


2. Earnings per Share

The calculation of basic and diluted earnings per share for the period ended 30
June 2005 was based on the loss attributable to ordinary shareholders of
(€7,217,536) and a weighted average number of ordinary shares outstanding during
the six months ended 30 June 2005 of 9,923,991, calculated as follows:

Loss attributable to ordinary shareholders for the period ended 30 June 2005 (in
thousands of Euro)

                                                                          '000
Loss for the period                                                     (7,217)
Dividends on preference shares                                             nil
                                                                      ---------
Loss Attributable to Ordinary shareholders                              (7,217)
                                                                      =========

Weighted average number of ordinary shares for the six months ended 30 June 2005
(in thousands of shares)

Issued ordinary shares at 8 December 2004                                1,000
Effect of Initial Public Offering in June 2005                           7,239
Effect of debt converted in June 2005                                    1,684
                                                                      ---------
Weighted average number of ordinary shares at 30 June 2005               9,924
                                                                      =========


3. Property, Plant and Equipment

Acquisitions and Disposals

During the six months ended 30 June 2005, the Group acquired assets with a cost
of €10,404,595.


4. Capital and Reserves

                                 Number of     Share         Share       Total
                                  Ordinary   Capital       Premium
                                    Shares       €             €             €

On issue of incorporation      1,000,000    10,000             -        10,000
Renominalisation of Share
capital from €0.01 to         99,000,000         -             -             -
€0.0001                        ---------  --------      --------      --------
                             100,000,000    10,000             -        10,000
Issued for cash on IPO        43,436,293     4,344    79,844,580    79,848,924
Conversion of loan notes      10,107,656     1,011     8,375,430     8,376,441
                               ---------  --------      --------      --------
                             153,543,949    15,355    88,220,010    88,235,365
                               =========  ========      ========      ========


• Date of renominalisation was 27 April 2004.

• The IPO proceeds are shown net of issue costs of €11,097,540.

                 Share         Share     Retained  Translation    Fair Value
               Capital       Premium     Earnings      Reserve       Reserve       Total
                   €             €            €            €             €             €

Balance on
inception    10,0000             -            -            -             -        10,000
Issue of
convertible
loan notes         -             -            -            -     1,876,450     1,876,450
IPO issue      4,344    79,844,580            -            -             -    79,848,924
Conversion
of             1,011     8,375,430            -            -    (1,876,450)    6,499,991
loan notes
Total
recognised
income and
expenses           -             -   (7,217,536)    (189,719)            -    (7,407,255)
            --------      --------     --------     --------      --------      --------
              15,355    88,220,010   (7,217,536)    (189,719)            -    80,828,110
            ========      ========     ========     ========      ========      ========

Ordinary shares

The holders of the ordinary shares are entitled to receive dividends as declared
from time to time and are entitled to one vote per share at meetings of the
Company.


5. Cash Flows from Operating Activities

The net cash flow from operating activities is calculated as follows:

Net Loss                                                            (7,217,536)
Adjustments
Depreciation and Amortisation                                           99,696
Loss on disposal of assets                                               3,026
Translation adjustment                                                (189,719)
Changes in operating assets and liabilities
Inventory and aggregation options                                     (177,857)
Prepaid expense and other assets                                      (798,383)
Accounts payable and accrued liabilities                             1,128,896
                                                                   -------------
Net cash from operating activities                                  (7,151,877)
                                                                   =============


6. Employee Benefits

Defined contribution pension plan

The Group contributed €nil during the period on behalf of employees to a defined
contribution pension plan.


7. Acquisitions

During the period under review certain of the business, assets and liabilities
of AgCert International LLC and AgCert Canada Co were acquired by the Company
and its subsidiary undertakings.

The key transactions were:

•  right, title and interest in the bio-digesters and lagoons constructed in
Brazil and Mexico, together with all related equipment and tangible and
intangible property were transferred from AgCert International LLC to the
Company for the amount of US$1.5 million;

•  right, title and interest in and to any and all non US intellectual property
rights (including the AgCert trade mark and the proprietary computer software)
to be used outside of the United States of America were assigned from AgCert
International LLC to the Company for the amount of US$3.7 million;

•  right, title and interest in and to any and all US intellectual property
rights (including the AgCert trade mark and the proprietary computer software)
to be used inside the US only, were assigned from AgCert International LLC to
AgCert Services USA, Inc. a subsidiary of the Company for the amount of
US$10.00;

•  the Company acquired the rights and assumed the obligations of AgCert Canada
Co under certain contracts with bio-digester construction contractors in Brazil
and letters of intent, contracts and arrangements with farmers in Canada, Brazil
and Mexico for the collection of relevant data, construction of certain
improvements on farmers' property and the generation of environmental emission
offsets. As part of the assignment, the Company agreed to assume AgCert Canada
Co's obligations under a certain promissory note (the 'Canadian Note') in the
original amount of US$1.3 million issued by AgCert Canada Co to AgCert
International LLC in respect of the financing by AgCert International LLC of
AgCert Canada Co's costs in obtaining and performing the contracts. In exchange
for the cancellation of the Canadian Note, the Company issued to AgCert
International LLC US$1.3 million in nominal value Series 'B' Unsecured Non
Convertible Loan Notes 2007;

•  AgCert Canada Holding Limited, a subsidiary of the Company, acquired the
issued share capital of AgCert Canada Co for US$ 1.00.

The consideration paid in respect of key transactions outlined above totalled
US$6.5 million and was settled through the issuance by the Company to AgCert
International LLC of Series 'A' Unsecured Non Convertible Loan Notes 2007
('Series 'A' Notes') in the amount of US$2.7 million and the issuance of Series
'B' Unsecured Non Convertible Loan Notes 2007 ('Series 'B' Notes') in the amount
of US$3.8 million.


8. Significant Subsidiaries

The Company has an investment in the following subsidiaries:

                                  Country of Incorporation interest   Ownership

AgCert Services (USA), Inc                  Unites States                  100%

AgCert Brazil Environmental
Solutions Limited                               Brazil                 99.98%(1)

AgCert Mexico Environmental
Services S de RL de CV                          Mexico                  99%(2)

AgCert Canada Holding Limited                  Ireland                  100%

Note 1: The remaining ownership interest is held by Andlinger Capital III, LLC.

Note 2: The remaining ownership interest is held by AgCert Canada Holdings
        Limited.


9. Contractual Commitments

Effective as of 1 January 2005, certain long term contractual commitments held
by AgCert International LLC and AgCert Canada Co were transferred to the
Company.

The Company now has various long term contractual commitments to supply
certified emission reductions to third parties. The sales value of these
contractual commitments is €74 million. In certain circumstances where the
Company is unable to generate sufficient quantities of CERs to supply to third
parties, under the terms of these contracts, replacement CERs would need to be
sourced in order for the Company to fulfil its contractual obligations. The
projected cost of these alternate CERs is indeterminable, however, it is
possible that the Company would have to acquire these CERs at the then
prevailing market price.

The Company also has various contractual commitments with the farmers in Brazil
and Argentina. As part of the contract with the farmers the Company agrees to
pay them a percentage of the revenue received from the sale of the offsets.


10. Warrants

During a three year period subsequent to the Company's initial public offering
International Finance Corporation, member of the World Bank Group, ('IFC') and
Antipodcan Partners ('AP') have an option to subscribe for shares at an option
price equal to £1.40. The number of shares that are the subject of the option
are: IFC 1,862,700 and AP 149,000.

The option maybe exercised in whole or in part and shall not become exercisable
until certain specified conditions in the agreement are satisfied.


11. Related Party Transactions

The Group has a related party relationship with its subsidiaries (see note 8).


12. Contingencies

There were no known undisclosed material contingencies at the date of signing
the condensed consolidated interim financial statements.


13. Subsequent Events

At the date of signing the condensed consolidated interim financial statements
there were no known material subsequent events which required disclosure.


14. Approval of Condensed Consolidated Interim Financial Statements

The directors approved these condensed consolidated interim financial statements
on 12 September 2005.




                      This information is provided by RNS
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