TIDMRM2
RNS Number : 0815S
RM2 International SA
19 September 2014
RM2 International S.A.
Interim Results
RM2 International S.A. ("RM2" or the "Company"), the
vertically-integrated innovator in pallet development, manufacture,
supply and management, is pleased to announce its unaudited results
for the six months to 30 June 2014.
Financial Highlights
-- Successful AIM IPO in January 2014 raising gross proceeds of
US$225 million (GBP137.2 million)
-- Revenues for the first six months of 2014 of US$0.78 million (H1 2013: nil)
-- Loss after tax for the period of US$22.2 million (H1 2013: US$9.0 million)
-- Debt free with cash balances of US$115.5 million at 30 June 2014
Operational Highlights
-- Recurring revenues being generated from customers across a range of key industries
-- Long-term, scalable contracts signed with some of the largest
and most recognisable companies in their sectors
-- Increase of manufacturing capacity proceeding on schedule
-- Management team strengthened further
Ian Molson, Chairman of RM2, commented:
"The decisions made in early 2014 have begun to bear fruit as
our production builds alongside demand for our products and
solutions. We believe we have put in place the foundations for a
business that can grow significantly."
John Walsh, Chief Executive Officer of RM2, commented:
"Recent contract wins for RM2 coincide with an increase in
production at our new facility. I am confident in the scalability
of these contracts and of both further contract wins and increasing
customer demand."
For further information:
RM2 International S.A. +44 (0)20 8820 1412
John Walsh, Chief Executive Officer
Jean-Francois Blouvac, Chief Financial
Officer
Ruari McGirr, Strategic Development
and Investor Relations
Cenkos Securities plc +44 (0)20 7397 8900
Neil McDonald
Alan Stewart
RBC Capital Markets +44 (0)20 7653 4000
Stephen Foss
Pierre Schreuder
Citigate Dewe Rogerson +44 (0)20 7638 9571
Simon Rigby
Kevin Smith
Shelly Chadda
Notes to Editors
RM2 International S.A. specialises in pallet development,
manufacture, supply and management to establish a leading presence
in global pallet supply and improve the supply chain of
manufacturing and distribution businesses through the effective and
efficient use and management of composite pallets. It is quoted on
the AIM market of the London Stock Exchange under the symbol
RM2.L.
For further information, please visit www.rm2.com
Chairman's and CEO's Statement
We are pleased to present the unaudited interim results for the
six months to 30 June 2014.
Operational Review
The Company has begun generating recurring revenues from blue
chip customers across a range of key industries. The first of these
have now signed long-term, scalable contracts. These customers
include some of the largest and most recognisable companies in
their sectors. Our continued engagement with an increasing pool of
potential customers gives us confidence that we can convert those
relationships into further contract wins over the next three
months. These closed loop systems are generating significantly
greater velocities than previously anticipated.
The Company announced in May that it had entered into a lease
for a new, larger, 265,000 square foot production facility in
Ontario, Canada. This move was successfully completed on 1 July and
the plan for the installation and increase of manufacturing
capacity is proceeding on schedule. The new facility is being
utilised for pultrusion, fabrication and assembly of BLOCKPal(TM)
pallets and has capacity for approximately four million
BLOCKPal(TM) pallets per year. We expect this capacity to be
reached by the end of the current year, with a total of 32
pultrusion machines and four automated assembly lines expected to
be installed and operating in the facility. The Company will
install further automated assembly assets at additional, strategic
locations for delivery to RM2's customers in North America and
Europe.
As previously announced, pallet production in the first half of
the year was seriously impacted by the transfer to the new
production facility and therefore pallet production for the year as
a whole will be considerably lower than anticipated at the time of
the IPO.
During the period under review, the Company has made significant
advances in the development of the standard BLOCKPal(TM) pallet
(48" x 40"), successfully modifying the design to both increase its
expected life and reduce its weight to below 50 lbs, with
consequent efficiencies for the Company and its customers.
The Company completed its successful AIM IPO in January 2014
raising gross proceeds of $225 million (GBP137.2 million) to expand
its production capacity and to fund the production of pallets for
rental and sale. A total of $71 million of the IPO proceeds was
used to repay certain funding arrangements and to retire warrants,
leaving the Company in a debt free position. At 30 June 2014, the
Company remains debt-free with cash balances of $115.5 million.
People & Systems
Our overall workforce has expanded significantly during the
period in support of our growth strategy and our total staff
numbers now exceed 320 across Canada, the US, the UK and
Switzerland.
We have also strengthened our senior management team with the
appointment of Bill Sanders as Chief Operating Officer and
Jean-François (Jeff) Blouvac as Chief Financial Officer.
Bill has more than 27 years of experience in operations and
supply chain leadership, having served most recently as vice
president and general manager for Ingram Micro Inc, a Fortune 100
company and the world's largest technology distributor and supply
chain service provider, and having held senior management positions
at Kuehne + Nagel International AG and DHL Supply Chain, a division
of Deutsche Post DHL.
Jeff worked for L'Oreal Group, one of the world's leading fast
moving consumer goods companies, since 1996 holding a number of
senior finance and management roles and most recently serving as
Chief Financial Officer of L'Oreal Suisse, responsible for all
Swiss market operations and overseeing a turnover of EUR250m.
Financial Results
The Company recorded revenues for the first six months of 2014
of US$0.78m (H1 2013: nil) and a loss after tax for the period of
US$22.2 million (H1 2013: US$9.0 million).
Cash balances were US$115.5 million at 30 June 2014 (30 June
2013: US$3.9 million).
Total equity attributable to the ordinary shareholders of the
Group at 30 June 2014 was US$147.0 million, increased from US$7.5
million at 30 June 2013.
Outlook
Following recent contract wins RM2 now has positive momentum
throughout the business. We have a world class manufacturing
facility and management team. We now have increasing production and
capacity and recurring revenues. Working in partnership with our
customers, we are able to reduce costs and solve operating problems
in critical parts of their logistics chains. The successful
penetration of several key industry sectors gives us confidence as
to the future large scale deployment of our assets.
Ian Molson, Chairman and John Walsh, Chief Executive Officer
RM2 International S.A.
Unaudited Consolidated Interim financial statements
For the six months ended 30 June 2014
Six months Six months Year to
to 30 June to 30 June 31 December
2014 2013 2013
Notes Unaudited Unaudited Audited
USD USD USD
Continuing operations
Revenue 781,431 - 104,204
Cost of sales (2,129,306) - (47,755)
------------- ----------------- ------------------
Gross profit (1,347,875) - 56,449
Selling and distribution expenses (1,632,354) (410,588) (837,158)
Administrative expenses (17,663,838) (5,338,413) (32,692,224)
Other operating expenses (758,708) (571,477) (2,295,949)
Other operating income 93,874 297,279 1,106,294
------------- ----------------- ------------------
Operating loss (21,308,901) (6,023,199) (34,662,588)
Impairment of financial asset - - -
Finance costs (1,143,630) (3,268,635) (48,600,900)
Finance income 311,238 373,147 6,063,312
------------- ----------------- ------------------
Loss before tax (22,141,293) (8,918,687) (77,200,176)
Income tax (93,218) (37,639) (72,768)
------------- ----------------- ------------------
Loss for the period (22,234,511) i.1. (8,956,326) i.2. (77,272,944)
============= ================= ==================
Other comprehensive income
Other comprehensive income to
be reclassified in profit or
loss in subsequent periods:
------------- ----------------- ------------------
Exchange difference on translation
of foreign operations 721,780 368,399 251,078
------------- ----------------- ------------------
Other comprehensive income for
the year, net of tax 721,780 368,399 251,078
Total comprehensive income for
the year (21,512,731) (8,587,927) (77,021,866)
============= ================= ==================
Loss for the year attributable
to:
Equity holders of the parent (22,234,511) (8,955,789) (77,270,973)
Non-controlling interests - (537) (1,971)
------------- ----------------- ------------------
(22,234,511) (8,956,326) (77,272,944)
============= ================= ==================
Total comprehensive income for
the year attributable to:
Equity holders of the parent (21,512,731) (8,587,390) (77,019,895)
Non-controlling interests - (537) (1,971)
------------- ----------------- ------------------
(21,512,731) (8,587,927) (77,021,866)
============= ================= ==================
Losses per share
Basic losses per share attributable
to ordinary equity holders of
the parent 9 (0.07) (0.07) (0.62)
Diluted losses per share attributable
to ordinary equity holders of
the parent 9 (0.07) (0.07) (0.62)
============= ================= ==================
30 June 31 December
30 June 2014 2013 2013
Notes Unaudited Unaudited Audited
USD USD USD
Assets
Non-current assets
Property, plant & equipment 4 22,971,319 11,437,157 13,985,494
Investment property 5 1,572,263 1,524,544 1,596,847
Intangible assets 6 4,569,210 41,572 3,751,584
Other non-current financial
assets - 60,240 -
---------------
29,112,792 13,063,513 19,333,925
Current assets
Inventories 3,945,946 - 1,524,792
Trade and other receivables 3,642,582 3,361,192 1,706,754
Other current financial assets 81,850 548,576 65,979
Prepayments 634,901 304,480 452,873
Cash and cash equivalents 115,549,118 3,946,779 4,215,344
--------------- ------------- --------------
123,854,397 8,161,027 7,965,742
Total assets 152,967,189 21,224,540 27,299,667
=============== ============= ==============
Equity and liabilities
Equity
Issued capital 8 3,217,772 55,287,000 1,561,828
Share premium 8 219,357,851 693,356 31,134,458
Retained earnings (92,630,301) (51,225,146) (100,836,892)
Share based payment reserve 16,343,324 - 15,743,333
Foreign currency translation
reserve 749,695 145,236 27,915
Warrant reserve - 2,500,000 -
---------------
Equity attributable to equity
holders of the parent 147,038,341 7,400,446 (52,369,358)
Non-controlling interests - 69,627 -
--------------- ------------- --------------
Total equity 147,038,341 7,470,073 (52,369,358)
Non-current liabilities
Interest bearing loans and
borrowings 7 2,338,804 3,746,888 2,371,080
Deferred tax liabilities 556,192 - 534,523
---------------
2,894,996 3,746,888 2,905,603
Current liabilities
Interest bearing loans and
borrowings 7 84,657 6,224,678 31,230,713
Trade and other payables 2,654,073 663,914 44,587,313
Deferred income 16,857 - 4,072
Current tax liabilities 278,265 291,420 941,324
Derivative warrant liability - 2,827,567 -
---------------
3,033,852 10,007,579 76,763,422
Total liabilities 5,928,848 13,754,467 79,669,025
Total equity and liabilities 152,967,189 21,224,540 27,299,667
=============== ============= ==============
Consolidated statement of changes in equity
Attributable to equity holders of the parent
Foreign Warrant
currency reserve Share based
Retained translation payment Non-controlling
Share capital Share premium earnings reserve reserve Total interests Total equity
USD USD USD USD USD USD USD USD USD
As at 31 December 2012
(audited) 55,287,000 693,356 (42,269,357) (223,163) - 13,487,836 70,164 13,558,000
=========================== ================= ============== ================ ====================== ============ ============= =============== ================ ===============
Loss for the period - - (8,955,789) - - (8,955,789) (537) (8,956,326)
Other comprehensive income - - - 368,399 - 368,399 - 368,399
--------------------------- ----------------- -------------- ---------------- ---------------------- ------------ ------------- --------------- ---------------- ---------------
Total comprehensive income - - (8,955,789) 368,399 (8,587,390) (537) (8,587,927)
Issue of warrants 2,500,000 2,500,000 - 2,500,000
Transaction with owners - - - - 2,500,000 - 2,500,000 - 2,500,000
As at 30 June 2013
(unaudited) 55,287,000 693,356 (51,225,146) 145,236 2,500,000 - 7,400,446 69,627 7,470,073
=========================== ================= ============== ================ ====================== ============ ============= =============== ================ ===============
Loss for the period - - (68,315,184) - - (68,315,184) (1,434) (68,316,618)
Other comprehensive income - - - (117,321) - (117,321) - (117,321)
--------------------------- ----------------- -------------- ---------------- ---------------------- ------------ ------------- --------------- ---------------- ---------------
Total comprehensive income - - (68,315,184) (117,321) - (68,432,505) (1,434) (68,433,939)
Cancellation of warrant - - - - (2,500,000) - (2,500,000) - (2,500,000)
Absorption of losses (4,919,270) - 4,919,270 - - - - - -
Decrease in par value
of shares issued (44,225,217) 44,225,217 - - - - - - -
Losses transferred to
share premium - (13,784,115) 13,784,115 - - - - - -
Acquisition of
non-controlling
interests - - - - - - - (68,193) (68,193)
Purchase and cancellation
of own shares (5,036,773) - - - - - (5,036,773) - (5,036,773)
Shares issued in the
period 456,088 - - - - - 456,088 - 456,088
Share based payments - - - - - 15,743,333 15,743,333 - 15,743,333
Transaction with owners (53,725,172) 30,441,102 18,703,385 - - 15,743,333 8,662,648 (68,193) 8,594,455
i.1. Other movements - - 53 - - - 53 - 53
As at 31 December 2013
(audited) 1,561,828 31,134,458 (100,836,892) 27,915 - 15,743,333 (52,369,358) - (52,369,358)
=========================== ================= ============== ================ ====================== ============ ============= =============== ================ ===============
Loss for the year - - (22,234,511) - - - (22,234,511) - (22,234,511)
Other comprehensive income - - - 721,780 - - 721,780 - 721,780
--------------------------- ----------------- -------------- ---------------- ---------------------- ------------ ------------- --------------- ---------------- ---------------
Total comprehensive income - - (22,234,511) 721,780 - (21,512,731) - (21,512,731)
Absorption of losses (30,441,102) 30,441,102 - - - - - -
Shares issued in the
period 1,655,944 223,097,977 - - - - 224,753,921 - 224,753,921
Transaction costs on
capital operations (4,433,482) - - - - (4,433,482) (4,433,482)
Share based payments - - - - - 599,991 599,991 - 599,991
Transaction with owners 1,655,944 188,223,393 30,441,102 - - 599,991 220,920,430 - 220,920,430
As at 30 June 2014
(unaudited) 3,217,772 219,357,851 (92,630,301) 749,695 - 16,343,324 147,038,341 - 147,038,341
=========================== ================= ============== ================ ====================== ============ ============= =============== ================ ===============
Six months Six months Year ended
to 30 June to 30 June 31 December
2014 2013 2013
Notes Unaudited Unaudited Audited
Cash flows from operating activities USD USD USD
Loss before tax (22,141,293) (8,918,687) (77,200,176)
Adjustment to reconcile profit
before tax to net cash flows
Impairment of financial assets - -
Amortisation and depreciation
of non-current assets 751,217 326,311 578,516
Provision for inventory obsolescence - 354,581 (1,447,797)
Share based charges 599,991 - 15,743,333
Transaction costs on capital
operations, including IPO 4,570,385 - 1,701,995
Finance income (311,328) (366,107) (6,063,312)
Finance expenses 528,487 2,894,762 48,600,900
Unrealised foreign exchange gains 1,217,084 357,281 (277,824)
Net loss/(gain) on disposal of
PPE and intangible assets 79,130 - (737,000)
Variation in working capital
(Increase)/decrease in inventories (2,421,154) (354,581) (76,995)
(Increase)/decrease in trade
and other receivables (2,117,850) 577,968 560,484
(Decrease)/Increase in trade
and other payables (2,548,010) (274,495) 3,593,681
Income tax paid (137,270) (13,988) 54,584
Net cash flows from operating
activities (21,930,611) (5,416,955) (14,969,611)
Cash flows from investing activities
Net purchase of from intangible
assets (851,788) (3,540) -
Net purchase of from other PPE (9,662,972) (2,467,480) (4,268,631)
Loans granted to third parties (15,872) - 5,482,755
Repayment of loan notes 4,941,128
Acquisition of a subsidiary,
net of cash acquired - - (3,253,708)
Finance Income 311,328 366,107 336,958
Dividend received from investment - 2,302
------------- ------------ --------------
Net cash flows from investing
activities (10,219,304) 2,836,215 (1,700,324)
Cash flows from financing activities
Issuance of capital 8 224,753,921 - 456,088
Transaction costs on capital
operations, charged against share
premium account. 8 (4,433,482) - -
Acquisition of non-controlling
interests - - (68,193)
Transaction costs on capital
operations, including IPO (4,570,385) - (1,701,995)
Proceeds from other and related
party borrowings 21,436 6,232,160 24,700,000
Repayment of other and related
party borrowings (31,169,009) - (2,779,302)
Transaction costs on issue of
new borrowings - (500,000) (500,000)
Finance Costs (41,143,630) (32,705) (71.154)
Net cash flows from financing
activities 143,458,851 5,699,455 20,035,444
Net change in cash and cash equivalents 111,308,936 3,118,715 3,365,509
============= ============ ==============
Increase/decrease in cash and
cash equivalents 111,308,936 3,118,715 3,365,509
Cash and cash equivalents at
1 January 4,193,136 864,209 864,209
Exchange adjustment of cash and
cash equivalents 47,046 (37,582) (36,582)
------------- ------------ --------------
Cash and cash equivalents at
end of period 115,549,118 3,945,342 4,193,136
============= ============ ==============
1 Corporate information
RM2 International S.A. (the "Company") is a limited company
incorporated and domiciled in Luxembourg with the registration
number B132.740. The registered office is located at Rue de la
Chapelle 5, L1235 Luxembourg. The Company is the ultimate parent
entity of the RM2 Group (the "Group").
The Group is principally engaged in developing, leasing and
selling shipping pallets and in providing related logistical
services..
The unaudited interim consolidated financial statements do not
constitute statutory accounts as defined in Section 404 of the
Companies Act 2006.
2 Basis of preparation
The unaudited interim consolidated financial information for the
six months ended 30 June 2014 has been prepared following the
recognition and measurement principles of IFRS as adopted by the
European Union. The interim consolidated financial information does
not include all the information and disclosures required in the
annual financial information, and should be read in conjunction
with the Group's historical financial information for the year
ended 31 December 2013.
The accounting policies and basis of preparation adopted are
consistent with those followed in the preparation of the Group's
historical financial information for the year ended 31 December
2013. None of the newly applicable IFRS standards and amendments
had an impact on the Group's interim consolidated financial
statements.
Early adopted standards
The Group did not early adopt any new or amended standards and
does not plan to early adopt any of the standards issued but not
yet effective.
3 Significant accounting judgements, estimates and assumptions
When preparing the interim consolidated financial information,
Management undertakes a number of judgements, estimates and
assumptions about recognition and measurement of assets,
liabilities, income and expenses. The actual results may differ
from the judgements, estimates and assumptions made by Management,
and will seldom equal the estimated results.
The judgements, estimates and assumptions applied in the interim
consolidated financial information, including the key sources of
estimation uncertainty, were the same as those applied in the
Group's historical financial information for the years ended 31
December 2013.
4 Property, plant and equipment
Land & Building Plant & Construction Total
Equipment in progress
USD USD USD USD
Cost
As at 1 January 2013 (audited) 1,860,421 6,574,950 5,336,483 13,771,854
Additions 7,607 2,459,873 - 2,467,480
Transfer - 1,701,838 (1,701,838) -
Exchange differences (62,710) (213,157) (97,182) (373,049)
---------------- ----------- ------------- -----------
As at 30 June 2013 (unaudited) 1,805,318 10,523,504 3,537,463 15,866,285
Additions 33,345 3,396,546 - 3,429,891
Disposals - (891,740) - (891,740)
Other / transfers - (22,278) 22,278 -
Acquired through business
combinations (note 5) - 233,650 - 233,650
Exchange differences 104,006 4,188 (22,278) 85,916
---------------- ----------- ------------- -----------
As at 31 December 2013 (audited) 1,942,669 13,243,870 3,537,463 18,724,002
Additions - 9,662,972 - 9,662,972
Disposals (136,068) - - (136,068)
Other / transfers 3,433 (3,433) - -
Exchange differences (3,964) (29,943) - (33,907)
---------------- ----------- ------------- -----------
As at 30 June 2014 (unaudited) 1,806,070 22,873,466 3,537,463 28,216,999
================ =========== ============= ===========
Depreciation and impairment
As at 1 January 2013 (audited) 92,039 530,712 3,537,463 4,160,214
Depreciation charge for
the period 23,565 281,043 - 304,608
Exchange differences (3,338) (32,356) - (35,694)
---------------- ----------- ------------- -----------
As at 30 June 2013 (unaudited) 112,266 779,399 3,537,463 4,429,128
Depreciation charge for
the period 59,936 137,531 - 197,467
Acquired through business
combinations - 96,643 - 96,643
Exchange differences 6,072 9,198 - 15,270
---------------- ----------- ------------- -----------
As at 31 December 2013 (audited) 178,274 1,022,771 3,537,463 4,738,508
Depreciation charge for
the period 36,173 513,672 - 549,845
Disposals (56,938) - - (59,938)
Other / transfers 572 (572) - -
Exchange differences (47) (14,312) - (14,359)
---------------- ----------- ------------- -----------
As at 30 June 2014 (unaudited) 158,033 1,550,184 3,537,463 5,245,680
================ =========== ============= ===========
Net book value
As at 30 June 2014 (unaudited) 1,164,037 21,323,282 - 22,971,319
================ =========== ============= ===========
As at 31 December 2013 (audited) 1,764,395 12,221,099 - 13,985,494
================ =========== ============= ===========
As at 30 June 2013 (unaudited) 1,693,052 9,744,105 - 11,437,157
================ =========== ============= ===========
As at 31 December 2012 (audited) 1,768,382 6,044,238 1,799,020 9,611,640
5 Investment property
Investment
properties
USD
Cost
As at 1 January 2013 (audited) 1,681,110
Exchange differences (54,929)
------------
As at 30 June 2013 (unaudited) 1,626,181
Exchange differences 100,142
------------
As at 31 December 2013 (audited) 1,726,323
Exchange differences (3,294)
------------
As at 30 June 2014 (unaudited) 1,723,029
============
Depreciation and impairment
As at 1 January 2013 (audited) 84,056
Depreciation charge for the period 20,503
Exchange differences (2,922)
------------
As at 30 June 2013 (unaudited) 101,637
Depreciation charge for the period 20,905
Exchange differences 6,934
------------
As at 31 December 2013 (audited) 129,476
Depreciation charge for the period 21,543
Exchange differences (253)
------------
As at 30 June 2014 (unaudited) 150,766
Net book value
As at 30 June 2014 (unaudited) 1,572,263
============
As at 31 December 2013 (audited) 1,596,847
============
As at 30 June 2013 (unaudited) 1,524,544
============
As at 31 December 2012 (audited) 1,597,054
============
6 Intangible assets
Software Trade Customer Acquired Goodwill Total
names relationships licences
and similar
intangible
assets
USD USD USD USD USD USD
Cost
As at 1 January 2013
(audited) - - - 47,033 - 47,033
Additions - - - - - -
---------- -------- --------------- ------------- ---------- ----------
As at 30 June 2013
(unaudited) - - - 47,033 - 47,033
Additions - - - - - -
Acquired on business
combination 1,964,184 163,682 491,046 - 1,150,189 3,769,101
Exchange differences - - - - (19,317) (19,317)
---------- -------- --------------- ------------- ---------- ----------
As at 31 December
2013 (audited) 1,964,184 163,682 491,046 47,033 1,130,872 3,796,817
Additions 851,789 - - - 851,789
Exchange differences 80,109 6,675 20,027 - 46,122 152,933
---------- -------- --------------- ------------- ---------- ----------
As At 30 June 2014
(unaudited) 2,896,082 170,357 511,073 47,033 1,176,994 4,801,539
========== ======== =============== ============= ========== ==========
Depreciation and impairment
As at 1 January 2013
(audited) - - - 7,800 - 7,800
Depreciation charge
for the period - - - (2,339) - (2,339)
---------- -------- --------------- ------------- ---------- ----------
As at 30 June 2013
(unaudited) - - - 5,461 - 5,461
Impairment in the
period - - - 35,033 - 35,033
Depreciation charge
for the period - - - 4,739 - 4,739
---------- -------- --------------- ------------- ---------- ----------
As at 31 December
2013 (audited) - - - 45,233 - 45,233
Depreciation charge
for the period 133,973 11,164 33,493 1,200 - 179,830
Exchange differences 5,449 455 1,362 - - 7,266
---------- -------- --------------- ------------- ---------- ----------
As at 30 June 2014
(unaudited) 139,422 11,619 34,855 46,433 - 232,329
========== ======== =============== ============= ========== ==========
Net book value
As at 30 June 2014
(unaudited) 2,756,660 158,738 476,218 600 1,176,994 4,569,210
========== ======== =============== ============= ========== ==========
As at 31 December
2013 (audited) 1,964,184 163,682 491,046 1,800 1,130,872 3,751,584
========== ======== =============== ============= ========== ==========
As at 30 June 2013
(unaudited) - - - 41,572 - 41,572
========== ======== =============== ============= ========== ==========
As at 31 December
2012 (audited) - - - 39,233 - 39,233
7 Interest-bearing loans and borrowings
Effective Maturity As at 30 As at As at 31December
interest date June 2014 30 June 2013
rate Unaudited 2013 Audited
USD Unaudited USD
USD
Non-current interest-bearing
loans and borrowings
30 November
CHF 2,100,000 Bank loan 2.4% 2015 2,328,583 2,171,219 2,361,142
(The loan is secured by
a mortgage on the building
held by the Group in Switzerland.)
Due to Mafic SA - 1,575,669 -
Hire purchase liabilities
in excess of one year 10,221 - 9,938
Total non-current interest-bearing
loans and borrowings 2,338,804 3,746,888 2,371,080
============ ============ =================
Current interest-bearing
loans and borrowings
Bank overdraft Variable On-demand 53,996 54,394 22,208
Shareholder current account 0% On-demand - 2,439,462 8,550
10% plus
25% on
Shareholder loans repayment - - 5,926,532
10% plus
25% on
JKD Capital repayment - 3,730,822 13,385,105
10% plus
CVI CVF 11 Lux Securities 25% on
Trading S. à r. l. repayment - - 11,853,539
Hire purchase liabilities
in excess of one year 30,661 - 34,779
------------
Total current interest-bearing
loans and borrowings 84,657 6,224,678 31,230,713
============ ============ =================
Total interest-bearing
loans and borrowings 2,423,461 9,971,566 33,601,793
============ ============ =================
8 Share capital and reserves
2013
On 11 October 2013, the Company's issued share capital was
reorganised. The Company's share capital was decreased by USD
9,956,043 (to reflect absorption of historic losses and
reimbursement in kind to shareholders consisting of all the shares
held by the Company in Basalt Holding S. à r. l.).
Linked to such decrease in issued share capital, the ordinary
shares designated as Class J ordinary shares were cancelled. This
took the Company's total issued share capital to USD 45,330,956,
consisting of 110,574,000 ordinary shares of USD 0.45 each.
Immediately following this, the nominal value of the ordinary
shares was reduced from USD 0.45 to USD 0.01.
Following such reorganisation, the Company's issued share
capital was USD 1,105,740, consisting of 110,574,000 ordinary
shares of USD 0.01 each.
On 6 November 2013, the Company issued an additional 22,275,000
ordinary shares taking the Company's total issued share capital to
132,849,000 ordinary shares of USD 0.01 each.
On 14 November 2013, the Company's shareholders resolved to
reorganise the Company's share capital such that, with effect from
the completion of the listing of the Company's shares on the AIM
Market of the London Stock Exchange ("AIM"), each of the classes of
ordinary share designated as Class A-I be converted into a single
class of ordinary share, being the Ordinary Shares.
On 26 November 2013, 11,025,000 Ordinary Shares were issued to
certain founders of the Company, taking the Company's total issued
share capital to 143,874,000 Ordinary Shares.
On 3 December 2013, 12,308,775 restricted shares were granted to
certain Directors, taking the Company's total issued share capital
to 156,182,775 Ordinary Shares.
The restricted shares are issued with performance criteria
described below (the 'Performance Conditions'). The Performance
Conditions are linked to the volume weighted average quoted price
of the Ordinary Shares (the "Average Price") for a consecutive 30
day period (the "Relevant Period"). If the Average Price is 50 per
cent higher than GBP0.88 (the "Placing Price"), i.e., the price at
which the Ordinary Shares were offered to investors in the Initial
Public Offering and listing of the shares on AIM (the "IPO"), for
the Relevant Period, the Performance Condition in respect of
one-third of the restricted shares shall be fulfilled. If the
Average Price is 75 per cent higher than the Placing Price for the
Relevant Period, the Performance Condition in respect of a further
one-third of the restricted shares shall be fulfilled. If the
Average Price is 100 per cent higher than the Placing Price for the
Relevant Period, the Performance Condition in respect of the final
third of the restricted shares shall be fulfilled. If any
Performance Conditions are not fully satisfied by 19 November 2023,
the Director shall transfer any of his remaining restricted shares
to the Company at a purchase price equal to the nominal value of
the restricted shares, being USD 0.01 each.
The holders of the restricted shares cannot sell, transfer,
mortgage, charge, encumber or otherwise dispose of any of the
restricted shares as long as the Performance Conditions are not
fully satisfied. These restricted shares are considered by
Management as share-based payments and Performance Conditions as
market vesting conditions.
2014
On 6 January 2014 the Company completed the IPO issuing,
155,903,548 shares at GBP0.88 on AIM and receiving net proceeds,
after payment of fees of USD 215,750,054. Following repayment of
USD72,312,639 of development loans, the Company's balance sheet was
free of debt (other than the mortgage on the office building in
Switzerland) and retained USD143,437,415 to finance capital
expenditure, production of inventory and overheads. The premium
arising on the newly issued IPO shares has been taken to the Share
Premium Account.
On 6 January 2014 the Company issued 4,157,428 Ordinary Shares
at par to the holders of the loans in satisfaction of the loan
agreement.
On 24 January 2014, 2,316,405 restricted shares were granted to
certain Directors having the same Performance Conditions described
above.
On 3 April 2014, 900,000 restricted shares were granted to
certain employees subject to certain vesting conditions.
On 17 June 2014, 2,317,000 restricted shares were granted to
certain employees, 1,000,000 of which were subject to the
Performance Conditions, and 1,317,000 of which were subject to
certain vesting conditions.
Following such issuances, the Company had 321,777,156 Ordinary
Shares issued and outstanding.
Ordinary shares issued and fully paid
Shares USD Par value
per share
At 1 January 2013 (audited) 122,860,000 55,287,000 USD 0.45
------------- ------------- -----------
At 30 June 2013 (unaudited) 122,860,000 55,287,000 USD 0.45
------------- ------------- -----------
Capital restructuring of
11 October 2013
* Decrease in share capital by absorption of losses - (4,919,270)
* Acquisition and cancellation of own shares (Class J
shares) (12,286,000) (5,036,773)
* Capital reduction by decrease of par value of shares - (44,225,217)
------------- ------------- -----------
110,574,000 1,105,740 USD 0.01
Subscription for new shares
on 6 November 2013 22,275,000 222,750 USD 0.01
Subscription for new shares
26 November 2013 11,025,000 110,250 USD 0.01
Subscription for restricted
shares on 3 December 2013 12,308,775 123,088 USD 0.01
At 31 December 2013 (audited) 156,182,775 1,561,828 USD 0.01
============= ============= ===========
IPO placement on 6 January
2014 155,903,548 1,599,035 USD 0.01
Subscription for new shares
on 6 January 2014 4,157,428 41,574 USD 0.01
Subscription for restricted
shares on 24 January 2014 2,315,405 23,164 USD 0.01
Subscription for restricted
shares on 3 April 2014 900,000 9,000 USD 0.01
Subscription for restricted
shares on 17 June 2014 2,317,000 23,170 USD 0.01
At 30 June 2014 (unaudited) 321,777,156 3,217,771 USD 0.01
As at 30 June 2014, the share capital issued composed of one
Class of Ordinary Shares having equal rights (30 June 2013: 10
Classes A to J)
Share premium
USD
At 1 January 2013 (audited) 693,356
-------------
At 30 June 2013 (unaudited) 693,356
Reduction of nominal value per share 11 October
2013 44,225,217
Absorption of the 31 December 2012 loss on 14
November 2013 (13,784,115)
-------------
At 31 December 2013 (audited) 31,134,458
IPO placement 6 January 2013 223,097,977
Absorption of the 31 December 2013 loss on 24
June 2014 (30,441,102)
-------------
At 30 June 2014 (unaudited) 223,791,333
=============
9 Earnings per share
Basic earnings per share amounts are calculated by dividing the
net profit for the year attributable to ordinary equity holders of
the parent by the weighted average number of ordinary shares
outstanding during the year.
Diluted earnings per share amounts are calculated by dividing
the net profit attributable to ordinary equity holders of the
parent by the weighted average number of ordinary shares
outstanding during the year plus the weighted average number of
ordinary shares that would be issued on conversion of all the
dilutive potential ordinary shares into ordinary shares.
The following reflects the income and share data used in the
basic and diluted earnings per share computations:
As at 30 As at 30 As at 31
June 2014 June 2013 December
Unaudited Unaudited 2013
Audited
USD USD USD
Net loss attributable to ordinary
equity holders of the parent
for basic earnings (22,234,511) (8,955,789) (77,270,973)
============= ============ =============
As at 30 As at 30 As at 31
June 2014 June 2013 December
2013
Weighted average number of
ordinary shares for basic
earnings per share 313,551,103 122,860,000 125,498,680
Effect of dilution:
Warrant shares to DPEI - 9,900,306 -
Warrant to JKD - 614,300 -
------------- ------------ -------------
Weighted average number of
ordinary shares adjusted for
the effect of dilution 313,551,103 133,374,606 125,498,680
============= ============ =============
Loss per share
Basic (0.07) (0.07) (0.62)
Diluted (0.07) (0.07) (0.62)
============= ============ =============
10 Publication of announcement and the Interim Results
A copy of this announcement will be available at the Company's
registered office 14 days from the date of this announcement and on
its website.
This announcement is not being sent to shareholders. The Interim
Results will be posted to shareholders shortly and will be made
available on the website.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR DVLFFZKFFBBZ
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