30th June 2021
SIMEC ATLANTIS ENERGY LIMITED
(“Atlantis”, the “Company” or the “Group”)
Final Results Announcement
SIMEC Atlantis Energy Limited, the global developer, owner and operator of sustainable energy projects with a diversified portfolio of more than 1,000 megawatts in various stages of development, is pleased to announce its final results for the year ended 31 December 2020. A complete version of the Annual Report and Accounts can be found on the Company website (www.simecatlantis.com).
- The MeyGen project generated revenues of £3.2 million from the sales of power and Renewables Obligations Certificates
- Green Highland Renewables’ (“GHR’) hydro division Operations and Maintenance (“O&M”) and project management contributed £2.6m revenue
- ATES division contributed £6.5m of revenue from project development and installation of the tidal turbine in Japan
- Overall Group losses for the year were £19.4 million (2019: £35.4 million). The decreased loss is due to the revenue generated by the ATES division along with full year results of GHR being included in Group results since acquisition in October 2019, along. The 2019 loss was primarily attributable to a £16.1 million non-cash disposal of seabed options for five development sites.
- Group total equity at 31 December 2020 of £82.1 million (2019: £94.0 million).
- In February 2020, Atlantis raised over £3.8 million, before expenses, through the Abundance ethical investment platform to further the successful delivery of the Uksmouth Power Station Conversion Project.
- On 6 August 2020, the Company announced a placing which has raised gross proceeds of £6.5m through the issue of 54,166,666 new ordinary shares at 12 pence per share and a further £1 million through the issue of 8,333,333 new ordinary shares at 12 pence per share. In aggregate, the fundraising has raised gross proceeds of £7.5 million through the issue of 62,499,999 new capital and an intended investment in a new fuel production joint venture (NPA).
- On 16 December 2020, Atlantis announced a share placing agreement with New Technology Capital Group LLC (“NTC”), a US based investor in relation to the issuance of new ordinary shares in the Company to raise up to £12.0m. An initial investment of £2m was made during 2020, a further tranche of £2m was received in Q1 2021. The proceeds derived from the Agreement are intended to be used to allow Atlantis to take advantage of investment opportunities arising over the course of the next year, across the Company’s tidal energy, waste to energy, hydro and sustainable infrastructure project portfolio. Further details of the agreement are available on at www.simecatlantis.com
- Your attention is drawn to the Going Concern basis of preparation in note 1 and reference to the auditors’ disclaimer of opinion described in note 3 at the end of this document.
- 2020 saw Phase 1 of the Group’s flagship MeyGen tidal energy project continue to break records, and has now delivered over 37GWh of clean and predictable electricity to the grid.
- GHR substantially completed 3 further hydro schemes on behalf of its clients. Construction continued during most of 2020 despite the COVID-19 restrictions placed on construction sites. Sites under O&M agreements generated power throughout the pandemic and delivered high levels of availability.
- In 2020 Atlantis announced it had opened an office in Nagasaki Japan as a base for the Groups newest entity Atlantis Operations Japan (“AOJ”). The Nagasaki office is the base for managing the construction works for the Group’s utility client, KME. The Scottish made tidal generation equipment arrived in Japan in December 2020 and was successfully commissioned in February 2021.
- In March 2020, the MeyGen project was awarded £1.5 million in grant funding from the Scottish Government’s Saltire Tidal Energy Challenge Fund to develop a subsea tidal turbine connection hub for the next phase of development of the MeyGen tidal power array. The subsea hub was successfully installed in September 2020 and its deployment is a key part of the overall cost reduction strategy for tidal power generation.
- In March 2020, Atlantis announced the successful production of 100 tonnes of fuel pellets for large scale combustion testing and successful completion of large-scale milling tests on the 100% waste derived fuel pellets to be used at Uskmouth post conversion.
- In June 2020, Atlantis announced the successful completion of the combustion testing as a significant milestone for the Uskmouth Power Station Conversion Project. The test conclusively proves that a pulverised fuel burner based on MHPS’s DS® Ultra Low NOx burner can be used to stably combust the waste derived fuel unsupported (i.e. without any oil or gas support firing). The burner was able to operate continuously at 25MW thermal power using the fuel and is comparable in rating to the burners required for the Uskmouth Power Station Conversion Project.
- In June 2020 Atlantis announced that the local prefecture had approved the transfer of the rights to a tidal project site in the Raz Blanchard from original developer ENGIE to Normandie Hydroliennes. This continues the progression of this project which ultimately aims to connect four turbines via a sub-sea hub and further reduce- the long-term cost of energy.
- In December 2020, Atlantis signed a joint venture agreement in relation to NPA Fuels Limited (“NPA”) with N+P Holdings 2 Ltd, a wholly owned subsidiary of the Dutch recycling specialists, the N+P Group. NPA will principally be involved in the marketing, production and delivery of waste derived fuel pellets to converted coalfired power stations through the UK, and in particular the Uskmouth Power Station Conversion Project.
POST YEAR END HIGHLIGHTS
Tidal Stream Highlights
In February 2021, we announced that our Sottish built tidal turbine and generation equipment was successfully installed in the Goto Island chain in Japan. The tidal turbine clocked its first 10MwH of generation within the first ten days of operation and continues producing clean electricity in Japan. We are discussing with our partners in Japan the likely next stages in the development of this project.
SIMEC Uskmouth Power
The Welsh Government announced the ‘call-in’ of the planning application for the construction of new silos, conveyors, and rail upgrade for handling the new fuel external to the existing Uskmouth Power Station. The Company has submitted its Statement of Case in support of the planning application. Work continues with Natural Resources Wales on the permit application.
The penultimate hydro schemes were commissioned for clients and were connected to the grid well within the Feed In Tariff deadlines. Work is well underway on the remaining hydro construction and the O&M business further grows the portfolio under management.
On 18th May 2021, receivers were appointed over the shares of the Company’s major shareholder, SIMEC UK Energy Holdings Ltd (“SUEH”). At the date of the publication of these results, the Company is in productive discussions with the receivers of SUEH and continues to focus on the tidal, Uskmouth conversion project and hydro projects with vigour and intent.
The full Annual Report and Group financial statements is available to download from the Company’s website www.simecatlantis.com and the Annual Report will be distributed to shareholders.
This announcement contains inside information.
|SIMEC Atlantis Energy Limited||+44 (0) 7739 832 446|
|Sean Parsons, Director of External Affairs|
|Investec Bank PLC – NOMAD and Joint Broker||+44 (0) 20 7597 5970|
|Arden Partners PLC – Joint Broker||+44 (0) 20 7614 5900|
Whereas 2020 was a year that delivered economic shocks as a result of society coming to terms with the restrictions that the Coronavirus pandemic (“pandemic”) imposed on us all, 2021 has provided an opportunity to demonstrate the tenacity and ingenuity of which humanity is capable. The re-engagement of the United States in the Paris Accord and the increased consciousness of consumers has focussed the minds of global organisations on taking a leading position in sustainable solutions to prevent themselves facing major challenges in their business. This increased prioritisation of green and digital technologies plays to the strengths of SAE and the expectation is that continued government support for these developing technologies will become more clear during the year ahead. Over the last 12 months, we sought to further consolidate our position in the renewable and sustainable energy generation sector; delivering clean electricity from the MeyGen array, installing a fully operational tidal turbine in Japan’s coastal waters, moving closer to financial close on the Uskmouth Power Station Conversion Project and building out our client’s portfolio of hydro assets.
MeyGen’s generation experienced some interruptions during 2020 but the efficiency of turbine recovery and re-deployment in such a hostile environment gave further confidence in being able to reduce the long-term cost of generating energy from tidal sources. MeyGen has now produced over 37 GWh of electricity, equivalent to the annual consumption of some 12,000 UK households. Demonstrating the Group’s ability to deploy our turbine technology far from home, February 2021 saw the installation of a pilot turbine located in the straits of Naru Island, within the southern Japanese Goto island chain. Working at our operations and maintenance base at Nigg Energy Park in Scotland, the turbine was assembled and tested in nine weeks before shipping to Japan. This whole exercise was delivered under the further strictures of pandemic – a testament to the dedication and professionalism of the broader SAE team – including industrial partners and stakeholders.
The Uskmouth Power Station Conversion Project, commenced in 2018, has continued to complete significant milestones in its development. In July 2020 we announced that we would deliver the development in two phases with the total net output remaining at 220MW. Detailed EPC contractual discussions are in the final stages and discussions on the provision of energy via a private wire network has been developed in parallel. More recently the announcement of the Group’s part in the South Wales Industrial Cluster (“SWIC”), which has been awarded £20m funding from Innovate UK to initiate work to decarbonise the region with a focus on industry and power, highlights the key role the repurposed Uskmouth Power Station Conversion Project can play in the journey to net zero. The Group will, as a partner of SWIC, carry out feasibility work on carbon capture usage and storage from the repurposed power station. Despite planning permission for the construction of new silos, conveyors, and rail upgrade for handling the new fuel external to the existing Uskmouth Power Station being called in by the Welsh Government, the Group remains fully committed to the project and is confident the project complies with all relevant Government policies and legislation.
Following its acquisition in 2019, Green Highland Renewables (“GHR”) has continued to construct hydro assets for clients throughout 2020 and 2021. Despite some early restrictions due to the pandemic, work continued on sites throughout 2020 and the first of the new schemes were commissioned in Q1 2021. The long-term income from O&M and Managed Service Contracts for a portfolio of hydroelectric assets continues to grow and provides valuable cash flows.
2020 and early 2021 saw two material senior personnel changes; Ian Wakelin, Non-executive Director and Chair of the Audit Committee, resigned in July 2020 having accepted the role of Chairman of Viridor Group, and was replaced by Duncan Black in November 2020. I would like to place on record my appreciation for Ian’s service, contributions, and leadership over the past two years. Duncan brings a wealth of experience and has previously held the position of CFO of Atlantis, and as a Non-executive Director of the Board until 2018. Duncan’s deep understanding of the Company and his contacts in, and knowledge of, the Asian power and infrastructure markets provide invaluable challenge and context that will, in turn, allow Atlantis to pursue expansion opportunities presented by our project partners in Japan and South Korea.
In January 2021, after leading the Group for 15 years, Tim Cornelius resigned to take up the role of Group Chief Executive with the Global Energy Group and we welcomed Graham Reid as our new Chief Executive. Graham is an experienced and highly capable CEO, leader and engineer and we are benefitting from his considerable project management and delivery experience to steer Atlantis through the delivery phase of the Uskmouth Power Station conversion project, the build out of fuel production plants, the expansion of the MeyGen project and the development of further hydro asset opportunities.
The 2020 results illustrate the continued investments in the development activities of the Group – notably the Uskmouth Power Station Conversion Project as it navigates through the final stages ahead of financial close. The materially increased revenues from the tidal division, mainly as a result of the Japanese project, demonstrate the potential in this sector alongside the continuing generation from MeyGen and a full year’s contribution from GHR. Expenses are greater than 2019, as a result of the Japanese project, but 2020 has not suffered any of the write downs that we accounted for in 2019, thus significantly reducing the loss in 2020 when compared with the previous year.
As I noted last year, the initial challenge of the pandemic was met with a measured and calm response; the later resurgence was similarly countered with key projects being developed with vigour and resolve and innovative solutions utilised – most notably in the delivery of the turbine to Japan at the start of 2021 against the background of international lockdowns and limitations.
SAE does not stand in isolation when capitalising on the opportunities that we search out; I would pay tribute to all our stakeholders, executive team and our employees for their commitment, effort and dedication during such challenging times and for their continuing commitment and support which will be instrumental in enabling SAE to meet the corporate goals that will deliver sustainable growth and value for all.
29 June 2021
I was extremely proud to be appointed CEO of SAE in January, joining SAE in the middle of a pandemic has been both challenging and very exciting; on the one hand it has allowed me to spend time fully understanding the various parts of the business whilst on the other it’s been disappointing not being able to engage face-to-face with the internal team and the immensely valued stakeholders and partners. However, I am hugely impressed by the dedication, professionalism, and delivery of the whole team. In the year that the UK is scheduled to host COP26, the opportunities presented by the technologies in which SAE plays such a leading role are substantial.
MeyGen, the flagship of our marine energy division, continues to break world records and has now exported over 37 GWh of electricity to the grid. What is as exciting is that the next round of the contract for difference regime is expected to be announced later this summer. This could present SAE with the opportunity to develop MeyGen phase 2 – utilising the consents, grid connections and licences that are already in place taking the existing capacity to 86 MW. Our confidence in being able to deliver such a project has been further bolstered by the success of the AR500 tidal turbine that was commissioned in Japan early 2021 and, at the start of May, had already clocked up 10MWh of generation and has met the stringent acceptance standards of the Japanese Ministry of Economy, Trade and Industry. The final piece in the tidal jigsaw is the continuing work via our Normandie Hydrolienne joint venture on the Raz Blanchard project which will utilise the experience from MeyGen and Japan to connect four turbines via a subsea hub – this is fundamental to continued progress in reducing the levelized cost of energy for tidal deployments.
The Uskmouth Power Station Conversion Project demonstrates some of the challenges involved in pioneering projects. Converting the power station to run on a sustainable, lower carbon fuel benefits both the local area and the country as a whole. Our current work on planning and permitting will not only breath life back into the Uskmouth Power Station but will provide a transitional roadmap for countless other coal-fired power stations around the globe – a journey in which SAE hopes to play a pivotal role, utilising the experience gained at Uskmouth.
The Chairman has noted in his report the feasibility work on carbon capture and storage that SAE has been awarded funding for – I am pleased to report that work on this has already started – success in this area would move the Uskmouth Power Station project into the territory of negative CO2 emissions as well as creating new, sustainable, and high value industries and jobs for the region.
SAE’s positive and meaningful impact on local economies is further demonstrated in the projects being commissioned by the Green Highland Renewables (“GHR”) business acquired in 2019. The GHR team are commissioning three run-of-river hydro schemes in the Scottish Highlands – during the construction phase these projects generated significant value in the local economy and, when operational, will create annual value for the local communities for future generations whilst at the same time contributing to the move towards a sustainable and renewable energy model for the UK.
I am proud to have been entrusted with the leadership of the SAE team; whose dedicated engineers, project managers, operations and administrative support staff have proved their mettle in challenging circumstances. The future holds more challenges and huge opportunities and we will need to adapt and improve to take advantage of them and create value for all stakeholders. I am enthused by the prospect of the next 12 months and beyond and am convinced that SAE will be at the vanguard of meaningful, commercial development in each of our chosen technologies and market segments.
Chief Executive Officer
29 June 2021
Your attention is drawn to the Going Concern statement and auditor disclaimer of opinion set out in the notes at the end of this document.
|Consolidated statement of profit or loss and other comprehensive income
Year ended 31 December 2020
|Employee benefits expense||(6,080)||(6,347)|
|Depreciation and amortisation||(10,624)||(10,479)|
|Other operating expenses||(4,349)||(3,862)|
|Total operating expenses before non-recurring items *||(29,040)||(26,093)|
|Loss on disposal of intangible seabed options||–||(16,085)|
|Gain on bargain purchase||–||2,928|
|Results from operating activities||(15,532)||(32,535)|
|Share of loss of equity-accounted investees||–||(23)|
|Loss before tax||(19,421)||(36,206)|
|Loss for the year||(19,684)||(35,419)|
|Other comprehensive income|
|Items that are or may be reclassified subsequently to profit or loss|
|Exchange differences on translation of foreign operations||1||6|
|Total comprehensive income for the year||(19,683)||(35,413)|
|Loss attributable to:|
|Owners of the Company||(19,079)||(34,872)|
|Total comprehensive income attributable to:|
|Owners of the Company||(19,078)||(34,866)|
|Loss per share|
|Basic and diluted loss per share||(0.04)||(0.08)|
No dividends were proposed or declared in respect of any of the years presented above.
* Non-recurring items – Items which individually or, if of a similar type, in aggregate need to be separately disclosed by virtue of their nature, size or incidence in order to allow a proper understanding of the underlying financial performance of the Group.
|Statements of financial position
As at 31 December 2020
|Property, plant and equipment||131,085||136,315||–||–|
|Right of use assets||1,739||1,436||–||–|
|Investments in subsidiaries||–||–||64,040||63,975|
|Investment in joint venture||511||47||–||–|
|Trade and other receivables||–||–||49,893||41,381|
|Trade and other receivables||3,216||7,830||137||4,234|
|Cash and cash equivalents||5,814||4,521||732||121|
|Trade and other payables||8,055||9,449||10,371||10,258|
|Loans and borrowings||5,488||4,559||1,833||119|
|Loans and borrowings||43,041||40,662||408||392|
|Deferred tax liabilities||3,582||3,344||–||–|
|Share option reserve||787||740||787||740|
|Total equity attributable to owners of the Company||76,066||87,716||115,697||112,698|
|Statements of changes in equity
Year ended 31 December 2020
|Attributable to owners of the Company|
|At 1 January 2019||178,218||12,665||7,073||3,224||(88,479)||112,701||6,862||119,563|
|Total comprehensive income for the year|
|Loss for the year||–||–||–||–||(34,872)||(34,872)||(547)||(35,419)|
|Other comprehensive expense||–||–||6||–||–||6||–||6|
|Total comprehensive income for the year||–||–||6||–||(34,872)||(34,866)||(547)||(35,413)|
|Transactions with owners, recognised directly in equity|
|Issue of ordinary shares net of issue costs||9,800||–||–||–||–||9,800||–||9,800|
|Recognition of share-based payments||–||–||–||81||–||81||–||81|
|Transfer between reserves||–||–||–||(2,565)||2,565||–||–||–|
|Total transactions with owners||9,800||–||–||(2,484)||2,565||9,881||–||9,881|
|At 31 December 2019||188,018||12,665||7,079||740||(120,786)||87,716||6,315||94,031|
|Total comprehensive income for the year|
|Loss for the year||–||–||–||–||(19,079)||(19,079)||(605)||(19,684)|
|Other comprehensive income||–||–||1||–||–||1||–||1|
|Total comprehensive income for the year||–||–||1||–||(19,079)||(19,078)||(605)||(19,683)|
|Transactions with owners, recognised directly
|Issue of ordinary shares net of issue costs||7,357||–||–||–||–||7,357||–||7,357|
|Recognition of share-based payments||–||–||–||71||–||71||–||71|
|Transfer between reserves||–||–||–||(24)||24||–||–||–|
|Total transactions with owners||7,357||–||–||47||24||7,428||–||7,428|
|At 31 December 2020||195,375||12,665||7,080||787||(139,841)||76,066||5,710||81,776|
|Consolidated statement of cash flows
Year ended 31 December 2020
|Cash flows from operating activities|
|Loss before tax for the year||(19,421)||(36,206)|
|Bargain purchase arising from business combinations||–||(2,928)|
|Depreciation of property, plant and equipment; and right-of-use assets||8,980||8,948|
|Amortisation of intangible assets||1,644||1,531|
|Movement in provisions||187||(1,499)|
|Disposal of intangible assets||–||16,085|
|Share of loss of Joint Venture, net of tax||–||23|
|Net foreign exchange||289||35|
|Operating cash flows before movements in working capital||(4,638)||(11,611)|
|Movements in trade and other receivables||584||1,907|
|Movements in trade and other payables||(1,878)||(1,075)|
|Net cash used in operating activities||(5,932)||(10,779)|
|Cash flows from investing activities|
|Purchase of property, plant and equipment||(5,027)||(1,789)|
|Proceeds from grants received||1,629||–|
|Investment in joint venture||(464)||(70)|
|Acquisition of subsidiary, net of cash acquired||–||423|
|Net cash used in investing activities||(3,862)||(1,436)|
|Cash flows from financing activities|
|Proceeds from grants received||274||1,614|
|Proceeds from issue of shares||11,530||6,030|
|Share issuance cost||(323)||(260)|
|Proceeds from borrowings||3,056||2,730|
|Repayment of borrowings||(1,753)||(1,376)|
|Payment of lease liabilities||(464)||(420)|
|Net cash from financing activities||10,641||7,466|
|Net increase/(decrease) in cash and cash equivalents||847||(4,749)|
|Cash and cash equivalents at 1 January||3,602||8,351|
|Effect of foreign exchange rates on the balance of cash held in foreign currencies||(134)||–|
|Cash and cash equivalents at 31 December||4,315||3,602|
Annual General Meeting
Atlantis also announces that a Notice will be sent to shareholders to convene the Annual General Meeting (“AGM”) of the Company.
- Basis of preparation
In adopting the going concern basis for preparing these financial statements, the Board has considered the Group’s business activities, together with factors likely to affect its future development, its performance and principal risks and uncertainties.
The Board of Directors are required to state whether it is appropriate to adopt the going concern basis of accounting in preparing the financial statements, and to identify any material uncertainties as to the Company’s ability to continue as a going concern over a period of at least 12 months from the date of approval of the financial statements. The period of management’s going concern assessment is the period to 31 December 2022.
The Board of Directors has undertaken the assessment of the going concern assumptions using financial forecasts for the period to 31 December 2022. Due to the development stage of the business with relatively modest cashflow from operations, the business is dependent upon external financing, including amounts that the Company is forecast to receive from its equity placing with New Technology Capital Group (NTC), the refinancing of a convertible loans from SIMEC Group Ltd due for repayment in December 2021 and the refinancing of the Abundance bonds due for repayment in June 2022.
In line with previous practice, the Company funds its short and medium-term funding requirements through a combination of equity and debt. Details of the Group’s loans and borrowings at year end can be found in note 21 of the full annual report and accounts. As at the 31 December 2020, the only undrawn loan was the £2.0 million SIMEC UK Energy Holdings Ltd convertible loan which will be repayable in May 2022 (within the going concern period) and its availability is subject to the satisfaction of deliverables from the SUP project which, in management’s opinion, were satisfied during 2020.
On 17 December 2020, the Group entered into a share placement agreement with New Technology Capital Group, LLC, a US based investor, in relation to the issuance of new ordinary shares to raise up to £12.0 million. Under this arrangement the Group received £2.0 million on 17 December 2020 and a further £2.0 million in March 2021. The agreement provides for further additional tranches expected to be received in September 2021 and December 2021, up to a maximum of £2.0 million for each closing. The Group may also obtain further additional discretionary investments from the investor, in an aggregate amount of up to £4.0 million, with the consent of the investor.
Going concern assessment
Management has prepared both a base case forecast and a more cautious “committed case” which is the focus for the going concern assessment. The committed case projections are based on contractually committed income (based on contractual milestones where applicable), available funding sources (utilising funding agreements already in place) and forecast costs based on actual expenditure to date and management experience of running those projects.
The only covenant is in respect of the Group’s long-term debentures related to balance sheet coverage which requires the entity to have a total debt to asset ratio of at least 1:2.8. Under both the base case and committed case forecast, positive liquidity headroom exists throughout the going concern period and the Group remains in compliance with this covenant.
The Directors consider, following their review of the committed case, that there are four material uncertainties during the going concern period:
- Access to related party loans from entities within the Group’s major shareholder, SIMEC UK Energy Holdings Ltd. The Company has assumed in its committed case that the conditions precedent to obtaining access to this loan remain satisfied and as such the Directors are satisfied that this loan remains available for draw down. The company has assumed in its committed case that they can extend the repayment of the drawn down £2.03 million convertible loan, due to repaid to SIMEC Group Limited in December 2021. The company has received confirmation that they can extend the repayment of the existing £2.03 million convertible loan to the earlier of December 2023 and financial close of the Uskmouth project. Whilst written confirmation of these matters has been obtained, these confirmations are not legally binding or guaranteed and could be subject to change (refer to related company and related party transactions, note 29 of the full annual report and accounts). As a result, uncertainty remains as to the availability of these related party loans in the going concern period, which if not received could lead to a £4.03m reduction in the assumed liquidity in the going concern review period.
- Uncertainty as to the expected proceeds of the third and fourth closings on the New Technology Capital Group, LLC funding. Whilst the Directors have modelled the possible outcomes for the third and fourth closings expected to be receivable in September and December 2021, the amounts receivable are outside the control of management and dependent on the share price and market capitalisation of the Company. This gives rise to uncertainty as to the magnitude of the proceeds and timing of these funds in the going concern period. If none of this funding was available in the going concern period, this could lead to a £2.0 million reduction in assumed liquidity in the going concern review period.
- Refinancing of the Abundance bonds due for repayment in June 2022. During the going concern period, £4.8m of the Abundance Bonds is repayable in June 2022. The Directors have held discussions with the issuers of the bonds and have concluded that it is a reasonable assumption that the bonds will be refinanced or ‘rolled-over’ and that there is sufficient time in advance of the repayment date to have a new arrangement agreed and in place. However, no agreement has yet been reached and there is no certainty that the bonds can be refinanced. If the Abundance bonds are not refinanced, this could lead to a £4.8 million reduction in assumed liquidity in the going concern review period.
- Timing of the repayment of EU grant funding. As at the date of these accounts, the Group is in discussion with the EU funding authority over the repayment of an amount of €3.9 million (£3.3 million) relating to grant income that had not been used. Whilst management is in negotiations with the EU in respect of repayment terms for SAE, these are not fully within the control of management and as such an uncertainty remains over when these amounts will be repaid. If the EU monies are repaid in full in the going concern period, this could lead to a €3.9 million (£3.3 million) reduction in liquidity in the going concern period.
In the event that cashflows are limited due to delays in the available funding or repayment of the EU grant funding, controllable mitigating actions such as reducing the Group’s cost base, suspension of Directors fees, and taking the full benefit of payment terms with suppliers would be available but would not be sufficient to remove the material uncertainties. The following mitigations outside the control of management could be available to the Group, the benefits of which have not been reflected in our going concern assessment: the refinancing of the Meygen corporate debt which would allow for the release of additional restricted funds back into the Group; the realisation of value from non-core assets within the Group; the successful application for central and local government grants available and access to additional equity funding of up to a further £4.0 million through the New Technology Capital Group, LLC share placement agreement signed on 17 December 2020.
Material uncertainties related to going concern
After reviewing the current liquidity position, financial forecasts and stress testing of risks and based on the current funding facilities outlined and considerations noted above, the Board has a reasonable expectation that the Company and the Group has sufficient resources to continue in operational existence for the foreseeable future, which is the period to 31 December 2022. As a result, the Board continues to adopt the going concern basis of accounting in preparing the Company and Group financial statements.
The Board has identified material uncertainties arising that may cast doubt upon the Company and Group’s ability to continue as a going concern:
- Access to related party loans from SIMEC UK Energy Holdings Ltd and SIMEC Group Ltd
- Uncertainty as to the expected proceeds of the third and fourth closings on the New Technology Capital Group, LLC funding
- Refinancing of the Abundance bonds due for repayment in June 2022
- Timing of the repayment of EU grant funding
The financial statements do not include the adjustments that would result if the Company and the Group were unable to continue as a going concern.
- Post Balance Sheet Events
On 26 January 2021, the Company issued 4,838,710 new ordinary shares under the share placement deed (note 21(f) of the full annual report and accounts) in relation to £750,000 of the prepayment previous made by the subscriber to the Company. On 19 April 2021, the Company issued 6,756,757 new ordinary shares to the subscriber in relation to £500,000 of the prepayment previously made to the Company. On 25th May 2021, the Company issued 17,543,860 new ordinary shares to the subscriber in relation to £1,000,000 of the prepayment made to the Company.
On the 18th May 2021 the Company announced that it had received correspondence in relation to the purported appointment of receivers over all of the shares of its major shareholder, SIMEC UK Energy Holdings Limited (“SUEH”). It was noted at the time that the GFG Alliance had informed the Company that it intended to challenge the validity of the appointment and subsequently informed the Company that it had commenced proceedings in the British Virgin Islands to challenge the validity of the receiver’s appointment. As at the date of publication of the Annual Report, the Company has received no further definitive clarification of the position of the respective parties.
- Annual Report and Accounts
The figures used in this statement, which was approved by the Directors on 29 June 2021, are not the Group’s statutory accounts, but are taken from those accounts.
The Auditor’s ISSUED A DISCLAIMER OF OPINION on the statutory accounts for the year ended 31 December 2020. The audit opinion on the statutory accounts can be read in full in the Groups statutory accounts disclaimer of opinion on the Company website.
Ernst & Young LLP are unable to form an opinion on the Group and Company financial statements due to the potential interaction of the uncertainties outlined in note 1 of this statement and the possible cumulative effect on the appropriateness of the going concern assumption used in the preparation of the Group’s and Company’s financial statements. The successful outcomes of these crucial assumptions and events are inherently uncertain and have become more so after the recent appointment of a receiver for the Company’s major shareholder, SIMEC UK Energy Holdings Limited and negative developments about the financial difficulties faced by the major shareholder’s ultimate beneficial owner.
The financial statements do not reflect any adjustments that would be required should the Group and Company be unable to continue as a going concern.
The Annual Report and Accounts are now available on the website. Statutory accounts for the year ended 31 December 2019 have been delivered to the Registrar of Companies and those for the year to 31 December 2020 will be delivered following the Company’s Annual General Meeting.
Certain statements in this announcement are forward-looking statements which are based on the Company’s expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as “aim”, “anticipate”, “believe”, “could”, “intend”, “estimate”, “expect” and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Group will operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, undue reliance should not be placed on such forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by the Financial Conduct Authority, the London Stock Exchange or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.