TIDMARA
RNS Number : 5102Y
Aura Renewable Acquisitions PLC
07 September 2022
Aura Renewable Acquisitions plc
("Aura" or "Company")
Interim Results for the period ended 30 June 2022
7 September 2022 - Aura Renewable Acquisitions plc, a UK-based
company, whose objective is to invest in the global renewable
energy sector supply chain and thereby build shareholder value,
announces its maiden interim results for the period from the date
of incorporation on 4 November 2021 to 30 June 2022.
Highlights
-- Raised an initial GBP1m on the Standard Segment of the Main
Market of the London Stock Exchange.
-- The costs of the IPO process and minimal overheads resulted
in a loss before tax of GBP164,065, EPS (4p loss).
-- Targeting acquisitions operating in the Global Renewable Energy Sector Supply Chain.
-- A very experienced board with extremely strong sector
experience and expertise and a clear expansion strategy.
-- Low-cost base and good visibility towards potential targets.
-- Best practice ESG policies will be put in place to support
and encourage sustainability across our business.
John Croft, the Chairman of Aura commented:
"During this initial financial period the Company joined the
Standard Segment of the Main Market of the London Stock Exchange on
8th April 2022 and raised gross proceeds of GBP1,000,000 from a
placing and subscription.
"Since listing, Aura has begun to explore a range of potential
targets in the UK and overseas which could offer the opportunity
for significant growth in this exciting and fast-moving market
sector. We have also been in discussions with the Board's extensive
professional and business networks to raise the Company's profile
and highlight its intentions and objective to this large potential
introducer base.
"The current worldwide economic and political uncertainty caused
by supply chain issues, inflation, interest rate rises, hostilities
in Europe and further afield, the lingering impact of Covid and
climate change, have had a dampening impact on capital market
activity and fund raisings during 2022.
"Despite these uncertainties, the growth in renewable capacity
continues, with solar capacity leading the way. Installed renewable
energy capacity around the world increased by 6% in 2021, despite
post-Covid delays and rising raw material costs of 15%-25%. The
International Energy Agency (IEA) expects 2022 to create further
growth of 8% in installed capacity, not least as countries that
have relied upon oil and gas from Russia are now accelerating the
expansion in renewable energy capacity in response to the war in
Ukraine.
"As a result of these market forces, we are more confident than
ever that the renewable energy sector will offer excellent
opportunities for acquisitive and organic growth for the
foreseeable future, and we are committed to ensuring that the
Company and its stakeholders have the chance to share in these
opportunities."
Enquiries
Aura Renewable Acquisitions Plc
John Croft (Non-Exec Chairman) 07785315588
Robin Stevens (Non-Exec Director) 07787112059
Media enquiries
Allerton Communications
Peter Curtain 020 3633 1730
aurarenewables@allertoncomms.co.uk
Notes to Editors
Aura was established to acquire and then act as the holding
company for targeted businesses operating in the Global Renewable
Energy Sector Supply Chain, particularly participants in the wind,
solar, biomass, hydropower, carbon capture, waste management, smart
grids and green hydrogen supply chain, and their sub-sectors. These
potential targets could range from raw materials resourcing to
power generation, energy storage and recycling.
Inside Information
The information contained within this announcement is deemed by
Aura to constitute inside information as stipulated under the
Market Abuse Regulation (EU) no. 596/2014. On the publication of
this announcement via a Regulatory Information Service, this inside
information is now considered to be in the public domain.
CONDENSED STATEMENT OF COMPREHENSIVE INCOME
The unaudited condensed interim statement of comprehensive
income of the Company from the date of incorporation on 4 November
2021 to 30 June 2022 is stated below:
Period
ended
30 June
2022
(unaudited)
Note GBP
--------------
Revenue -
Administrative expenses 6 (164,065)
Operating loss (164,065)
Finance costs -
Loss before taxation (164,065)
Income tax 8 -
Total comprehensive loss for the period attributable
to the equity holders (164,065)
Basic and diluted earnings per ordinary share
attributable to the equity holders (GBP) 9 (0.04)
There was no other comprehensive income in the period. All
activities relate to continuing operations.
CONDENSED STATEMENT OF FINANCIAL POSITION
The unaudited condensed interim statement of financial position
of the Company at 30 June 2022 is stated below:
At 30 June
2022
(unaudited)
Note GBP
ASSETS
Current assets
Cash and cash equivalents 10 845,445
Total assets 845,445
LIABILITIES
Current liabilities
Trade and other payables 966
Accruals 3,544
Total liabilities 4,510
EQUITY
Equity attributable to owners
Ordinary share capital 11 150,000
Share premium 855,000
Retained losses (164,065)
--------------
Total equity attributable to Shareholders 840,935
Total equity and liabilities 845,445
The Interim Condensed Financial Statements were approved and
authorized for issue by the Board of Directors on 6 September
2022.
CONDENSED STATEMENT OF CASH FLOWS
The unaudited condensed interim statement of cash flows of the
Company from the date of incorporation on 4 November 2021 to 30
June 2022 is stated below:
Period
ended
30 June
2022
(unaudited)
GBP
Cash flows from operating activities
Loss before income tax (164,065)
Increase in payables 4,510
Net cash flow from operating activities (159,555)
Cash flows from financing activities
Net proceeds from issue of ordinary shares 1,005,000
Net cash inflow from financing activities 1,005,000
Net increase in cash and cash equivalents 845,445
Cash and cash equivalents at beginning of period -
Cash and cash equivalents at end of period 845,445
CONDENSED STATEMENT OF CHANGES IN EQUITY
The unaudited condensed interim statement of statement of
changes in equity of the Company from the date of incorporation on
4 November 2021 to 30 June 2022 is stated below:
Ordinary
share Share premium Retained
capital earnings Total equity
GBP GBP GBP GBP
Balance at incorporation - - - -
Loss for the period - - (164,065) (164,065)
Comprehensive loss for the
period
--------- ---------------- ---------- -------------
Total comprehensive loss for
the period - - (164,065) (164,065)
Transactions with owners
in the period
Issue of ordinary shares 150,000 900,000 - 1,050,000
Share issue costs - (45,000) - (45,000)
--------- ---------------- ---------- -------------
Total transactions with owners 150,000 855,000 - 1,005,000
At 30 June 2022 150,000 855,000 (164,065) 840,935
NOTES TO THE INTERIM FINANCIAL STATEMENTS
1 General information
The Company was incorporated on 4 November 2021 as Aura
Renewable Acquisitions Plc in England and Wales with company number
13723431 under The Companies Act 2006.
The address of its registered office is 5 Chancery Lane, London.
WC2A 1LG.
The principal activity of the Company is to act as the holding
company for various target businesses operating in the Global
Renewable Energy Sector Supply Chain.
The entire issued ordinary share capital of 10,500,000 ordinary
shares of GBP0.01 each was admitted to listing on the standard
segment of the Official List of the Financial Conduct Authority and
to trading on the main market for listed securities of London Stock
Exchange plc under the TIDM "ARA" on 8 April 2022.
2 Basis of preparation
The principal accounting policies applied in the preparation of
the Company's Financial Statements are set out below. These
policies have been consistently applied to the period presented,
unless otherwise stated, and are consistent with those used in the
financial information contained with the Company's Prospectus.
The unaudited condensed interim financial statements have been
prepared in accordance with the Disclosure and Transparency Rules
of the Financial Conduct Authority and International Accounting
Standard 34 "Interim Financial Reporting" (IAS 34). These financial
statements have been prepared under the historical cost
convention.
These condensed financial statements do not include all of the
information required for a complete set of IFRS financial
statements. However, selected explanatory notes are included to
explain events and transactions that are significant to an
understanding of the changes in the Company's financial position
and performance during the period from incorporation to 30 June
2022.
The condensed interim financial statements are unaudited and
have not been reviewed by the auditors and were approved by the
Board of Directors on 6 September 2022.
The Financial Statements are presented in GBP unless otherwise
stated which is the Company's functional and presentational
currency. The business is not currently subject to seasonal
variations.
Comparative figures
No comparative figures have been presented as the Financial
Statements cover the period from incorporation on 4 November
2021.
Going concern
The Financial Statements has been prepared on a going concern
basis. The Directors have a reasonable expectation that the Company
has adequate resources to continue in operational existence for the
foreseeable future. Thus, they continue to adopt the going concern
basis of accounting in preparing the Financial Statements.
The financial position of the Company, its cash flows and
liquidity position are set out in these financial statements. As at
30 June 2022, the Company had cash and cash equivalents of
GBP845,445.
The Company has prepared monthly cash flow forecasts based on
estimates of key variables to expenditure through to December 2023
that supports the conclusion of the Directors that they expect
sufficient funding to be available to meet the Company's
anticipated cash flow requirements to this date.
3 Significant accounting policies
The Company's Financial Statements are based on the following
policies which have been consistently applied:
Cash and cash equivalents
The Directors consider any cash on short-term deposits and other
short-term investments to be cash equivalents.
Trade and other receivables
Trade and other receivables are recognised initially at fair
value and subsequently measured at amortised cost using the
effective interest method, less provision for impairment.
Trade and other payables
Trade payables are recognised initially at their fair value and
subsequently measured at amortised cost.
Financial instruments
Initial recognition
A financial asset or financial liability is recognised in the
statement of financial position of the Company when it arises or
when the Company becomes part of the contractual terms of the
financial instrument.
Classification
Financial assets at amortised cost
The Company measures financial assets at amortised cost if both
of the following conditions are met:
-- the asset is held within a business model whose objective is
to collect contractual cash flows; and
-- the contractual terms of the financial asset generating cash
flows at specified dates only pertain to capital and interest
payments on the balance of the initial capital.
Financial assets which are measured at amortised cost, are
measured using the Effective Interest Rate Method (EIR) and are
subject to impairment. Gains and losses are recognised in profit or
loss when the asset is derecognised, modified or impaired.
Financial liabilities at amortised cost
Financial liabilities measured at amortised cost using the
effective interest rate method include current borrowings and trade
and other payables that are short term in nature. Financial
liabilities are derecognised if the Company's obligations specified
in the contract expire or are discharged or cancelled.
Amortised cost is calculated by taking into account any discount
or premium on acquisition and fees or costs that are an integral
part of the effective interest rate ("EIR"). The EIR amortisation
is included as finance costs in profit or loss. Trade payables
other payables are non-interest bearing and are stated at amortised
cost using the effective interest method.
Derecognition
A financial asset is derecognised when:
-- the rights to receive cash flows from the asset have expired, or
-- the Company has transferred its rights to receive cash flows
from the asset or has undertaken the commitment to fully pay the
cash flows received without significant delay to a third party
under an arrangement and has either (a) transferred substantially
all the risks and the assets of the asset or (b) has neither
transferred nor held substantially all the risks and estimates of
the asset but has transferred the control of the asset.
Earnings per share
The Company presents basic and diluted earnings per share
("EPS") data for its ordinary shares. Basic EPS is calculated by
dividing the profit or loss attributable to ordinary shareholders
of the Company by the weighted average number of ordinary shares
outstanding during the period. Diluted EPS is calculated by
adjusting the earnings and number of shares for the effects of
dilutive potential ordinary shares.
Equity
Ordinary shares are classified as equity. Incremental costs
directly attributable to the issue of new ordinary shares or
options are shown in equity as a deduction from the proceeds.
Taxation
Income tax for the period is based on the taxable income for the
period. Taxable income differs from profit as reported in the
statement of comprehensive income for the period as there are some
items which may never be taxable or deductible for tax and other
items which may be deductible or taxable in other periods. Income
tax for the period is calculated on the basis of the tax laws
enacted or substantively enacted at the end of the reporting
period. Current and deferred tax is recognised in profit or to the
extent that it relates to items recognised in other comprehensive
income or directly in equity. In this case, the tax is also
recognised in other comprehensive income or directly in equity,
respectively.
Deferred income tax is recognised, using the liability method,
on temporary differences arising between the tax bases of assets
and liabilities and their carrying amounts in the Financial
Statements. Deferred income tax is determined using tax rates (and
laws) that have been enacted, or substantially enacted, by the end
of the reporting period and are expected to apply when the related
deferred income tax asset is realised, or the deferred income tax
liability is settled.
Deferred income tax assets are recognised only to the extent
that it is probable that future taxable profit will be available
against which the temporary differences can be utilised.
4 Standards and interpretations issued and not yet effective:
A number of new standards and amendments to standards and
interpretations have been issued but are not yet effective and, in
some cases, have not yet been adopted by the UK. The Directors do
not expect that the adoption of these standards will have a
material impact on the Company's Financial Statements.
During the period, the Company has adopted the following new
IFRSs (including amendments thereto) and IFRIC interpretations that
became effective for the first time.
Standard Effective date, annual
period beginning on
or after
Amendments to IFRS 9, IAS 39 and IFRS 1 January 2021
17 - Interest Rate Benchmark Reform
(Phase 2)
Amendments to IFRS 3: Business Combinations 1 January 2022
-Reference to the Conceptual Framework
Annual Improvements to IFRS Standards 1 January 2022
2018-2020 Cycle
Standards issued but not yet effective:
At the date of authorisation of these interim financial
statements, the following standards and interpretations relevant to
the Company and which have not been applied in these financial
statements, were in issue but were not yet effective. In some
cases, these standards and guidance have not been endorsed for use
in the UK.
Standard Effective date, annual
period beginning on
or after
Amendments to IAS 1 - Classification TBC
of liabilities as current or non-current
Amendments to IAS 1 and IFRS Practice TBC
Statement 2 - Disclosure of accounting
policies
Amendments to IAS 8 - Definition of TBC
accounting estimate
Amendments to IFRS 10 and IAS 28 - Postponed
Sale or contribution of assets between
an investor and its associate or joint
venture
Amendments to IAS 12: Income Taxes TBC
-Deferred Tax related to Assets and
Liabilities arising from a Single Transaction
The directors are evaluating the impact that these standards
will have on the financial statements of Company.
5 Critical accounting estimates and judgments
In preparing the Financial Statements, the Directors have to
make judgments on how to apply the Company's accounting policies
and make estimates about the future. The Directors do not consider
there to be any critical judgments that have been made in arriving
at the amounts recognised in the Financial Statements.
6 Operating expenses by nature
Period ended 30 June 2022
Administrative expenses GBP
Legal and professional costs 92,602
LSE fees 40,855
Website costs 10,422
Company secretarial 8,914
Company set-up 492
Other expenses 10,780
Total administrative expenses 164,065
==========================
No provision for share-based payment arrangements (in respect of
warrants) has been made as the amounts involved are immaterial.
7 Directors
None of the directors received any remuneration during the
period.
8 Taxation
The Company has made no provision for taxation as it has not yet
generated any taxable income. A reconciliation of income tax
expense applicable to the loss before taxation at the statutory tax
rate to the income tax expense at the effective tax rate of the
Company is as follows:
Period ended 30 June 2022
GBP
Loss before taxation (164,065)
Tax calculated at the statutory rate of 19% (31,172)
Tax effects of:
Unrecognised tax losses 31,172
--------------------------
Tax expense -
==========================
The UK Government enacted changes to the UK tax rate in 2020,
resulting in the rate remaining at 19% (instead of the previously
intended reduction from 19% to 17%). In the 2021 Budget, the UK
Chancellor announced that legislation would be proposed to increase
the main rate of corporation tax to 25% from 1 April 2023.
Tax has been calculated based on the rate of 19% which was
effective for the period. The taxation charge in future periods
will be affected by any changes to the corporation tax rates in
force in the countries in which the Company operates.
As at 30 June 2022, the Company had estimated unutilised tax
losses of GBP164,065 available for relief against future profits.
No relating deferred tax asset has been provided for in the
accounts based on the uncertainty as to when profits will be
generated against which to relieve said asset.
9 Earnings per ordinary share
Basic earnings per ordinary share is calculated by dividing the
earnings attributable to Shareholders by the weighted average
number of ordinary shares outstanding during the period. Diluted
earnings per share is calculated by dividing earnings by the
weighted average number of shares in issue and potential dilutive
shares outstanding during the period.
Because the Company was in a net loss position, diluted loss per
share excludes the effects of ordinary share equivalents consisting
of warrants, which are anti-dilutive.
Period ended 30 June 2022
Earnings Per-share amount
Basic and diluted EPS GBP Weighted average number of shares GBP
Basic earnings attributable to Shareholders (164,065) 3,945,834 (0.04)
10 Cash and cash equivalents
At 30 June
2022
GBP
Cash at bank 845,445
Cash in hand -
-----------
845,445
-----------
11 Share capital and warrants
Number of Deferred Shares Ordinary
Number of Shares
Ordinary Shares GBP
On incorporation (Ordinary Shares of GBP1.00 each) 1 - 1
Issue of Ordinary Shares of GBP1.00 each 49,999 - 49,999
----------------- -------------------------- ---------
Share conversion 500,000 45,000 50,000
----------------- -------------------------- ---------
Subscription for Ordinary Shares of GBP0.01 each 1,000,000 - 10,000
----------------- -------------------------- ---------
Placing of Ordinary Shares of GBP0.01 each 9,000,000 - 90,000
----------------- -------------------------- ---------
At 30 June 2022 10,500,000 45,000 150,000
================= ========================== =========
Share capital
On incorporation, the Company issued one ordinary share of GBP1
at par for a cash consideration of GBP1.
On 30 November 2021, 49,999 ordinary shares of GBP1 in the
capital of the Company were subscribed for and allotted at par for
a cash consideration of GBP49,999. The proceeds from the allotment
of these shares were received on 1 December 2021.
On 25 January 2022, by a shareholder's resolution, the 50,000
ordinary shares of GBP1.00 in issue were converted into 500,000
Ordinary Shares of GBP0.01 each and 45,000 non-voting deferred
shares of GBP1 each.
On 25 January 2022, a loan agreement was entered into between
the Company and Harmony Capital Investments Limited, under which
Harmony Capital Investments Limited agreed to lend up to GBP100,000
to the Company on an interest free basis.
Harmony Capital Investments Limited agreed to subscribe for
1,000,000 Ordinary Shares of GBP0.01 each for an aggregate
subscription price of GBP100,000, creating a share premium of
GBP90,000. satisfied by the release of the Company's obligation to
repay such loan, conditional only on Admission taking place on or
before 29 April 2022. The subscription for shares was completed on
7 April 2022. By subscribing for the subscription shares, Harmony
Capital Investments Limited was entitled to be issued with
1,500,000 Freely Transferable Warrants and 1,050,000 Founder
Shareholder Warrants upon Admission.
On 7 April 2022, the Company completed a placing of 9,000,000
Ordinary Shares of GBP0.01 each for a cash consideration of
GBP900,000, creating a share premium of GBP810,000.
The Deferred Shares do not entitle holders to receive any
dividend or other distribution or to receive notice of or speak or
vote at general meetings of the Company and are not freely
transferrable. The Company has the right at any time to purchase
all of the Deferred Shares in issue for an aggregate consideration
of GBP1.
Warrants
The Company granted a total of 12,780,000 unlisted Warrants, on
Admission, in relation to the share capital of the Company as
follows:
i) "Freely Transferable Warrants" granted to Investors
subscribing for New Ordinary Shares under the placing and to
Harmony Capital under the terms of the Shareholder Loan Agreement
on the basis of one Freely Transferable Warrant for every one
Existing Ordinary Share and New Ordinary Share subscribed for. No
consideration was payable for the issue of these Warrants. Each
Freely Transferable Warrant enables the holder to subscribe for one
Ordinary Share for 15 pence (a 50 per cent. premium to the Issue
Price). These Freely Transferable Warrants are freely transferable
and may be held and dealt with separately from the Ordinary Shares
subscribed for and are exercisable for a period of 3 years
following Admission. Up to 10,500,000 Ordinary Shares in aggregate
may be subscribed for under the Freely Transferable Warrants, equal
to 100 per cent. of the Enlarged Issued Ordinary Share Capital;
ii) "Director Warrants", granted to Directors at the discretion
of the Nomination and Remuneration Committee for no consideration.
Each Director Warrant enables the holder to subscribe for one
Ordinary Share for 15 pence (a 50 per cent. premium to the Issue
Price). The Director Warrants will vest on the completion of the
first Acquisition and will be exercisable during the period of
three years from the vesting date. The Director Warrants are freely
transferable, provided that they may not be transferred during the
period of the holder's appointment as Director or, if longer,
during the period up to completion of the first Acquisition. Should
a Director resign within 12 months of Admission, they will forfeit
their Director Warrants, which will be reallocated between the
Directors by the Board. Up to 1,050,000 Ordinary Shares in
aggregate may be subscribed for under the Director Warrants, equal
to 10 per cent. of the Enlarged Issued Ordinary Share Capital;
iii) "Broker Warrants", granted to Shard Capital as part of its
consideration for arranging the Placing, in an aggregate number
equal to 2 per cent. of the total number of Placing Shares
subscribed for under the Placing. Each Broker Warrant enables the
holder to subscribe for one Ordinary Share for 15 pence (a 50 per
cent. premium to the Issue Price). These Broker Warrants are
exercisable for a period of 3 years following Admission and are
freely transferable. Up to 180,000 Ordinary Shares in aggregate may
be subscribed for under the Broker Warrants, equal to approximately
1.7 per cent. of the Enlarged Issued Ordinary Share Capital;
and
iv) "Founder Shareholder Warrants", granted to Harmony Capital
as founder shareholder of the Company under the terms of the
Shareholder Loan Agreement. No consideration is payable for the
issue of these Warrants. Each Founder Shareholder Warrant enables
the holder to subscribe for one Ordinary Share at a price of one
pence per Ordinary Share. These Founder Shareholder Warrants will
vest on satisfaction of the following conditions: (a) the first
Acquisition has been completed; and (b) the 30-day Volume Weighted
Average Price of the Company's Ordinary Shares exceeds GBP0.15 per
share at any time. The Founder Shareholder Warrants are exercisable
for a period of 3 years following the vesting date and are freely
transferable from the date the first Acquisition has been
completed. Up to 1,050,000 Ordinary Shares in aggregate may be
subscribed for under the Founder Shareholder Warrants, equal to 10
per cent. of the Enlarged Issued Ordinary Share Capital.
12 Related party transactions
On incorporation on 4 November 2021, the Company issued 1
ordinary share of GBP1 at par value to Suresh Withana. This share
was transferred to Harmony Capital Investments Limited, a company
wholly owned by Suresh Withana, on 29 November 2021 .
On 30 November 2021, the Company issued 49,999 ordinary shares
of GBP1 at par value to Harmony Capital Investments Limited.
Harmony Capital Investments Limited subscribed for 1,000,000
Ordinary Shares of GBP0.01 each on 7 April 2022, as described in
Note 11.
13 Post balance sheet events
No events subsequent to 30 June 2022 have occurred which require
disclosure in these financial statements.
14 Ultimate controlling party
At 30 June 2022, the Company did not have any single
identifiable controlling party.
15. Half Year Report
A copy of this half year interim report is available on the
Company's website http:www.aurarenewables.com
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