TIDMARA
RNS Number : 3445L
Aura Renewable Acquisitions PLC
05 September 2023
Aura Renewable Acquisitions plc
("Aura" or "Company")
Interim Results for the six months ended 30 June 2023
5 September 2023 - Aura Renewable Acquisitions plc, a
UK-incorporated company, whose objective is to invest in the global
renewable energy sector supply chain and thereby build shareholder
value, announces its interim results for the six months ended 30
June 2023 .
Highlights
-- Targeting acquisitions operating in the Global Renewable Energy Sector Supply Chain.
-- An engaged board with a combination of strong sector and
capital markets experience and expertise.
-- Low cost base and minimal cash burn.
-- Good visibility towards potential targets via an extensive
contact base of potential introducers and opportunities.
-- Strong connections to potential sources of acquisition funding.
-- Best practice ESG policies will be introduced to support and
encourage sustainability across our business.
John Croft, the Chairman of Aura, commented:
"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.
"The board has continued to investigate a number of potential
acquisition and investment opportunities during the year-to-date,
in the UK and overseas, which could offer the scale and scalability
required to achieve significant growth in this crucially important
market sector. We also continue to engage regularly with the
board's extensive financial networks to maintain the Company's
profile and promote its expansion strategy with the board's
extensive introducer base.
"Economic and political uncertainty caused by persistent
inflation, high interest rate rises and continuing hostilities in
Eastern Europe have continued to depress capital market activity
and new issues during 2023, although M&A is more buoyant across
markets. The growing awareness of what is now seen as the clear,
present and irrefutable danger of global warming on populations,
habitats and landscapes underpins our business strategy and
economic rationale. Fortunately, there is a growing if sometimes
inconsistent shift by national governments to focus on sustainable
renewable energy.
"Against a background of general uncertainty and unquestioned
need, we believe our closely targeted and considered approach to
our first acquisition is correct, aiming to identify a
transformational target that can create a meaningful contribution
in the renewable energy space. There can be no doubt that the
renewable energy sector will offer exciting opportunities for
acquisitive and organic growth for the foreseeable future, and we
are committed to ensure that the Company and its stakeholders will
share in these opportunities.
"Within our team we have both the skills and experience to
capitalise on the opportunities that are expected to arise in the
renewable energy sector supply chain."
Enquiries
Aura Renewable Acquisitions Plc
John Croft (Non-Executive Chairman) 07785 315588
Robin Stevens (Non-Executive
Director) 07787 112059
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.
The Company's website is http:www.aurarenewables.com.
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.
Chairman's statement
It is my pleasure to present the interim results for the Company
covering the six months ended 30 June 2023.
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. We
believe this wide scope provides the best opportunity to secure
assets that will deliver maximum value. These potential targets
could range from raw materials resourcing to power generation,
energy storage and recycling.
The Company raised net proceeds of GBP1,005,000 when it joined
the Standard Segment of the Main Market of the London Stock
Exchange in April 2022 and, since the IPO the business continues to
incur minimal overheads until we find a suitable acquisition
target. This is reflected in our net loss before taxation for the
six-month period of GBP69,598 (2022: GBP164,065 (loss)), and that
at 30 June 2023 we had retained cash and bank resources of
GBP723,127.
The board has continued to investigate a number of potential
acquisition and investment opportunities during the year-to-date,
in the UK and overseas, which could offer the scale and scalability
required to achieve significant growth in this crucially important
market sector. We also continue to engage regularly with the
board's extensive financial networks to maintain the Company's
profile and promote its expansion strategy with the board's
extensive introducer base.
Economic and political uncertainty caused by persistent
inflation, high interest rate rises and continuing hostilities in
Eastern Europe have continued to depress capital market activity
and new issues during 2023, although M&A is more buoyant across
markets. The growing awareness of what is now seen as the clear,
present and irrefutable danger of global warming on populations,
habitats and landscapes underpins our business strategy and
economic rationale. Fortunately, there is a growing if sometimes
inconsistent shift by national governments to focus on sustainable
renewable energy.
The US Inflation Reduction Act (IRA) continues to stimulate
large-scale investment in new clean energy projects; the Canadian
Government announced $35bn tax credits for environmentally
beneficial investment in April, while the UK Government has
repeatedly reiterated its commitment to decarbonising the
economy.
Plans announced by the UK Prime Minister on 31 July, for
hundreds of North Sea oil and gas licences, appear to be a balanced
response aimed at replacing energy from unstable states with
domestic supplies while maximising skills, despite opposition by
some pressure groups. Mr Sunak also announced two new carbon
capture and storage sites in the North Sea by 2030 to tackle
climate change, which would take the UK's total to four.
Against a background of general uncertainty and unquestioned
need, we believe our closely targeted and considered approach to
our first acquisition is correct, aiming to identify a
transformational target that can create a meaningful contribution
in the renewable energy space. There can be no doubt that the
renewable energy sector will offer exciting opportunities for
acquisitive and organic growth for the foreseeable future, and we
are committed to ensure that the Company and its stakeholders will
share in these opportunities.
As stated previously, we are fully aware of our wider
environmental, social and governance responsibilities to
shareholders and other stakeholders and we are committed to follow
market best practice and developing procedures to address these
important issues.
I would like to thank my fellow board members and our advisers
for their continuing guidance and support. I'm sure that within our
team we have both the skills and experience to capitalise on the
opportunities that are expected to arise in the renewable energy
sector supply chain.
Principal Risks and Uncertainties
The Directors consider the principal risks and uncertainties
facing the Company and a summary of the key measures taken to
mitigate those risks are as follows:
Operational risks - difficulties in acquiring suitable
targets
The Company's strategy is dependent to a significant extent on
its ability to identify sufficient suitable acquisition
opportunities and to execute these transactions at a price and on
terms consistent with the Company's strategy. In particular, in
order to qualify for re-admission to the Official List following an
acquisition, the expected aggregate market value of the issued
Ordinary Shares on such re-admission would have to be at least
GBP30 million. However, it is possible that the board might decide
to seek admission to the AIM Market at the time of its first
acquisition, where no such size constraints exist, rather than
re-join the Official List.
If the Company cannot identify suitable acquisitions, or
successfully execute any such transactions, this will have an
adverse effect on its financial and operational performance, and it
will be unable to achieve its strategic objectives.
In the event of the completion of an acquisition, the Company
will adopt a formal treasury policy which will be reviewed and
approved by the Audit Committee on an annual basis. The treasury
policy will cover all areas of treasury risk including foreign
exchange, interest rate, counterparty and liquidity.
The success of the Company's business strategy is also dependent
on the subsequent performance of the acquired entities.
The Directors seek to manage these risks by leveraging the
experience of the skill sets of the non-executive Directors to
prudently identify, pursue and execute on acquisition
opportunities. The review of acquisition targets involves and
assessment of the target's business and the markets it operates in,
its business plans and management capabilities.
CONDENSED STATEMENT OF COMPREHENSIVE INCOME
The unaudited condensed interim statement of comprehensive
income of the Company for the six months ended 30 June 2023 is
stated below. The comparative period is from the date of
incorporation on 4 November 2021 to 30 June 2022.
Six months Period
ended ended
30 June 30 June
2023 2022
(unaudited) (unaudited)
Note GBP GBP
Revenue - -
Administrative expenses 6 (74,850) (164,065)
Operating loss (74,850) (164,065)
Finance costs - -
Finance income 8 5,252 -
Loss before taxation (69,598) (164,065)
Income tax 9 - -
Total comprehensive loss for the period attributable
to the equity holders (69,598) (164,065)
Basic and diluted earnings per ordinary share
attributable to the equity holders (GBP) 10 (0.007) (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 2023, is stated below:
At 30 June At 31 December
2023 2022
(unaudited) (audited)
Note GBP GBP
ASSETS
Current assets
Cash and cash equivalents 11 723,127 809,472
Other receivables - prepayments 9,000 5,697
Total assets 732,127 815,169
LIABILITIES
Current liabilities
Accruals 16,486 35,400
Total liabilities 16,486 35,400
EQUITY
Equity attributable to owners
Ordinary share capital 12 150,000 150,000
Share premium 855,000 855,000
Share based payment reserve 16,488 11,018
Retained losses (305,847) (236,249)
Total equity attributable to Shareholders 715,641 779,769
Total equity and liabilities 732,127 815,169
CONDENSED STATEMENT OF CASH FLOWS
The unaudited condensed interim statement of cash flows of the
Company for the six months ended 30 June 2023, is stated below:
Six months
Period
ended ended
30 June 30 June
2023 2022
(unaudited) (unaudited)
GBP GBP
Cash flows from operating activities
Loss before income tax (69,598) (164,065)
(Decrease) / increase in payables (18,914) 4,510
Share based payment charges 5,470 -
Increase in prepayments (3,303) -
-------------- --------------
Net cash flow from operating activities (86,345) (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 (decrease) / increase in cash and
cash equivalents (86,345) 845,445
Cash and cash equivalents at beginning
of period 809,472 -
Cash and cash equivalents at end of period 723,127 845,445
CONDENSED STATEMENT OF CHANGES IN EQUITY
The unaudited condensed interim statement of statement of
changes in equity of the Company for the six months ended 30 June
2023, is stated below:
Ordinary Share-based
share Share payment Retained
capital premium reserve earnings Total equity
GBP GBP GBP GBP GBP
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
As at 31 December 2022 150,000 855,000 11,018 (236,249) 779,769
Loss for the period - - - (69,598) (69,598)
Comprehensive loss for
the period
--------- ---------- -------------- ---------- -------------
Total comprehensive loss
for the period - - - (69,598) (69,598)
Transactions with owners
in the period
Share-based payment charges - - 5,470 - 5,470
--------- ---------- -------------- ---------- -------------
Total transactions with
owners - - 5,470 - 5,470
At 30 June 2023 150,000 855,000 16,488 (305,847) 715,641
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 Holborn Gate, 330 High
Holborn, London WC1V 7QH.
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 condensed interim financial statements are set out
below. These policies have been consistently applied to the period
presented, unless otherwise stated.
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 condensed
interim financial statements have been prepared under the
historical cost convention.
These condensed interim 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 six-month period ended 30 June 2023.
The condensed interim financial statements are unaudited and
have not been reviewed by the auditors and were approved by the
board of Directors on 4 September 2023.
The Financial Statements are presented in GBP unless otherwise
stated which is the Company's functional and presentational
currency.
Comparative figures
The comparative figures cover the period from incorporation on 4
November 2021 to 30 June 2022.
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 2023, the Company had cash and cash equivalents of
GBP723,127.
The Company has prepared monthly cash flow forecasts that
supports the conclusion of the Directors that they expect
sufficient funding to be available to meet the Company's
anticipated cash flow requirements for at least the next 12
months.
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.
The Company considers the credit ratings of banks in which it
holds funds in order to reduce its exposure to credit risk. The
Company will only keep its holdings of cash and cash equivalents
within institutions which have a strong credit rating.
Trade and other receivables
Receivables are initially recognised at fair value when related
amounts are invoiced then carried at this amount less any
allowances for doubtful debts or provision made for impairment of
these receivables.
Trade and other payables
These financial liabilities are all non-interest bearing and are
initially recognised at the fair value of the consideration
payable.
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.
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
An equity instrument is any contract that evidences a residual
interest in the assets of the Company after deducting all of its
liabilities. Equity instruments issued by the Company are recorded
at the proceeds received net of direct issue costs.
Ordinary shares are classified as equity.
- Share capital account represents the nominal value of the shares issued.
- The share premium account represents premiums received on the
initial issuing of the share capital. Any transaction costs
associated with the issuing of shares are deducted from share
premium, net of any related income tax benefits.
- The share-based premium reserve arises from the requirement to
value share warrants in existence at the period end at fair
value.
- Retained earnings comprise cumulative results as disclosed in
the Statement of Comprehensive Income.
Taxation
Tax currently payable is based on taxable profit or loss for the
period. Taxable profit or loss differs from profit or loss as
reported in the income statement because it excludes items of
income and expense that are taxable or deductible in other periods
and it further excludes items that are never taxable or deductible.
The Company's liability for current tax is calculated using tax
rates that have been enacted or substantively enacted by the
balance sheet date.
Deferred tax is recognised on differences between the carrying
amounts of assets and liabilities in the financial statements and
the corresponding tax bases used in the computation of taxable
profit and is accounted for using the balance sheet liability
method. Deferred tax liabilities are generally recognised for all
taxable temporary differences and deferred tax assets are
recognised to the extent that it is probable that taxable profits
will be available against which deductible temporary differences
can be utilised. Such assets and liabilities are not recognised if
the temporary difference arises from initial recognition of
goodwill or from the initial recognition (other than in a business
combination) of other assets and liabilities in a transaction that
affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary
differences arising on investments in subsidiaries and associates,
and interests in joint ventures, except where the Company is able
to control the reversal of the temporary difference and it is
probable that the temporary difference will not reverse in the
foreseeable future.
The carrying amount of deferred tax assets is reviewed at each
balance sheet date and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to allow
all or part of the asset to be recovered.
4 New standards, interpretations and amendments adopted from 1 January 2023:
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
Disclosure of Accounting Policies (Amendments 1 January 2023
to IAS 1 Presentation of Financial
Statements and IFRS Practice Statement
2)
------------------------
Definition of Accounting Estimates 1 January 2023
(Amendments to IAS 8 Accounting policies,
Changes in Accounting Estimates and
Errors)
------------------------
Deferred Tax related to Assets and 1 January 2023
Liabilities arising from a Single Transaction
(Amendments to IAS 12 Income Taxes)
------------------------
Deferred tax assets and liabilities 1 January 2023
related to pillar two income taxes
(Amendments to IAS 12 Income Taxes)
------------------------
Standards issued but not yet effective:
There are no standards and interpretations issued but not yet
effective and not early adopted which are expected to have a
material impact on the Company.
5 Critical accounting estimates and judgments
In preparing the condensed interim 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
condensed interim financial statements.
6 Operating expenses by nature
Six months ended 30 June 2023 Period ended 30 June 2022
Administrative expenses GBP GBP
Legal and professional costs 8,379 92,602
Auditors - non-audit costs 6,000 -
London Stock Exchange fees 8,985 40,855
Website costs 4,258 10,422
Company secretarial 16,588 8,914
Company set-up - 492
Share-based payment expense 5,470 -
Broking costs 10,800 -
Share registrars 2,407 -
Other expenses 11,963 10,780
Total administrative expenses 74,850 164,065
============================== ==========================
7 Directors and employees
There were no employees during the period. None of the Directors
received any remuneration during the period.
8 Finance income
Six months ended 30 June 2023 Period ended 30 June 2022
Interest received GBP GBP
Interest received on bank deposits 5,252 -
Total finance income 5,252 -
============================== ==========================
9 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:
Six months ended 30 June 2023 Period ended 30 June 2022
GBP GBP
Loss before taxation (69,598) (164,065)
Tax calculated at the statutory rate of 22% (30 June
2022: 19%) (15,312) (31,172)
Tax effects of:
Unrecognised tax losses 15,312 31,172
Tax expense - -
============================== ==========================
Tax has been calculated based on the average rate of 22% which
was the effective rate for small companies for the period.
In the 2021 Budget, the UK Chancellor announced legislation to
increase the main rate of corporation tax to 25% from 1 April
2023.
As at 30 June 2023, the Company had estimated unutilised tax
losses of approximately GBP290,000 available for relief against
future profits. No related 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 such asset.
10 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.
Six months Period ended
ended 30 June 2022
30 June 2023 GBP
GBP
Loss for the period attributable to shareholders (69,598) (164,065)
Weighted average number of shares in
issue 10,500,000 3,945,834
Earnings per share (GBP) (0.007) (0.04)
11 Cash and cash equivalents
At 30 June At 31 December
2023 2022
GBP GBP
Cash at bank 723,127 809,472
723,127 809,472
12 Share capital and warrants
Ordinary
Number of Number of Deferred Shares Deferred Shares Total
Ordinary Shares Shares GBP GBP1 GBP
On incorporation
(Ordinary Shares of
GBP1.00 each) 1 - 1 - 1
Issue of Ordinary
Shares of GBP1.00
each 49,999 49,999 49,999
Share conversion 450,000 45,000 - - -
Subscription for
Ordinary Shares of
GBP0.01 each 1,000,000 - 100,000 - 100,000
Placing of Ordinary
Shares of GBP0.01
each 9,000,000 - 900,000 - 900,000
At 31 December 2022
and 30 June 2023 10,500,000 45,000 1,050,000 - 1,050,000
Warrants
The Company granted a total of 12,780,000 unlisted Warrants, on
Admission in April 2022, in relation to the share capital of the
Company.
Using the Black-Scholes pricing model, the fair value of the
Director Warrants and Broker Warrants has been calculated at 1.56
pence each, giving rise to an aggregate expense for the period of
GBP5,470 (period ended 30 June 2022: GBPnil).
No warrants were exercised in the period ended 30 June 2023 and
accordingly all 12,780,000 warrants remained outstanding. The
inputs in the model were as follows:
Director Warrants and Broker Warrants:
- Share price: 10.0 pence
- Exercise price: 15.0 pence
- Expected life of warrant: 3 years
- Risk-free rate: 1.76%
- Volatility: 40.0%
13 Related party transactions
During the period, the Company reimbursed expenses totalling
GBP2,740 incurred on behalf of the Company by John Croft and GBP944
by Robin Stevens.
14 Post balance sheet events
No events subsequent to 30 June 2023, have occurred which
require disclosure in these financial statements.
15 Ultimate controlling party
At 30 June 2023, the Company did not have any single
identifiable controlling party.
16. Half Year Report
A copy of this half year interim report, as well as the annual
statutory accounts to 31 December 2022 are available on the
Company's website http:www.aurarenewables.com.
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