TIDMKSI

RNS Number : 3258S

Kleenair Systems International PLC

18 November 2011

KLEENAIR SYSTEMS INTERNATIONAL PLC

(AIM: KSI)

Preliminary announcement of results for the year ended 30 June 2011

CHAIRMAN'S STATEMENT

Introduction

Since KleenAir's interim results, the Board has been primarily focused on ensuring the business reduced its overheads and continued to successfully implement its investing policy in order to generate returns to shareholders.

Continued Research into Investment Opportunities

KleenAir continues to hold a 17.05% stake in Inspirit Energy Limited, a company in the final stages of development of a micro combined heat and power appliance (mCHP). Inspirit Energy Limited continues to make good progress and recently appointed a new general manager with extensive experience in taking similar products from development stage to market. The Company intends to retain its interest in Inspirit Energy Limited as a long-term investment. In the meantime, the Board has continued to explore other opportunities and will make announcements once a suitable target has been identified.

Financial Results

The Financial Statements for the period to 30 June 2011 are set out below. The Financial Statements show revenue of GBP35,000 and administrative expenses have been reduced by 71%.

Changes to the Board of Directors

On 2 June 2011, David Pinckney was appointed as Non-Executive Chairman of the Board. David Pinckney's background as an auditor and his reputation in the green energy industry have been immensely beneficial to KleenAir. David Pinckney was joined by Alan McClue as an additional Non-Executive Director on 1 October 2011. Further to the appointment of Alan McClue, KleenAir announced that Guy Saxton had resigned from the Board of Directors with immediate effect. The board would like to thank Guy Saxton for his contribution and efforts.

However, the Board recently decided as part of its austerity measures to reduce the size of its Board until such time as a further acquisition has been identified. Accordingly, on 9 November 2011, David Pinckney and Alan McClue resigned from their positions on the Board. Both Directors have expressed an interest in being kept informed of KleenAir's progress with a view to joining the Board again at a later date once KleenAir is in a position to support Non-Executive Directors.

John Gunn, a shareholder and a Director of Inspirit Energy Limited and also stockbrokers, Global Investment Strategy UK Limited ("GIS"), was appointed to the Board on 15 November 2011. John Gunn's background is primarily in broking but in recent years he has been involved with a number of green energy projects including solar parks in Italy, gasification and mCHP through his involvement with Inspirit Energy Limited. Given his past experience in investment banking and the energy industry, John is well placed to seek alternative investments and achieve KleenAir's investing objectives. John Gunn has offered to waive his right to Directors fees.

Following the appointment of John Gunn as Executive Chairman, in order to uphold good standards of corporate governance and due to Sarah Pozner's external commitments, the Board felt it would be more appropriate for Sarah Pozner to take on the role of Non-Executive Director effective from 9 November 2011.

Grant of Options to Directors

In order to show its appreciation to its Directors and in lieu of Directors' fees, on 21 April 2011 KleenAir granted a total of 1,500,000 options to subscribe for new ordinary shares in KleenAir to Sarah Pozner, Guy Saxton and Miles Lewis.

The options were granted at a conversion price of 4.875 pence being the mid-market price of the Company as at 26 April 2011.

Loan Notes and Company Finance

In satisfaction of a debt of GBP5,910 by KleenAir to GIS, on 6 April 2011 KleenAir announced that under the secured loan note agreement dated 24 July 2009, GIS had exercised an option to subscribe for a further GBP5,910 convertible loan notes ("CLNs"), leaving the total number of CLNs over which GIS holds an option at a conversion price of GBP0.01 at zero.

GIS retains an option to purchase up to a further GBP700,000 convertible loan notes created pursuant to a loan note instrument dated 22 June 2010 which have an exercise price of GBP0.027 or 10% discount to market based on the average previous five days trading, whichever is the lower.

In addition, GIS have offered their financial support to KleenAir for at least the next twelve months, allowing KleenAir to continue as a going concern.

It has been a promising period for KleenAir. We have finally resolved all of the historic corporate issues and have achieved some revenue for the first time since KleenAir completed its CVA.

The Company continues to identify and evaluate other potential investments in line with the Investing Policy and plans to invest into a second company in due course.

J Gunn

Executive Chairman

17 November 2011

 
 Contacts: 
 
 Kleenair Systems International    www.kleenair-systems.com 
  plc 
 Sarah Pozner, Non-Executive 
  Director                             +44 (0) 207 736 3498 
 
 WH Ireland Limited                    www.wh-ireland.co.uk 
 JN Wakefield / Marc Davies            +44 (0) 117 945 3470 
 

Statement of Comprehensive Income

For the year ended 30 June 2011

 
 
                                                    Year ended                          Year ended 
                                                   30 June 2011                        30 June 2010 
                                  Note              GBP               GBP                  GBP             GBP 
 Continuing Operations 
 
 Revenue                           4             35,047                                      - 
 Cost of sales                                        -                                      - 
                                         --------------                           ------------ 
 Gross Profit                                                      35,047                                    - 
 
 Administrative expenses                        136,811                                464,197 
 
 Exceptional items: 
 
 Reduction in liabilities 
  arising from creditor 
  voluntary arrangements           7                  -                              (401,155) 
                                         --------------         (136,811)   ------------------        (63,042) 
                                                           --------------                         ------------ 
 Operating Loss                    7                            (101,764)                             (63,042) 
 
 Finance income                    8                                  219                                    - 
 Finance costs                     8                             (61,808)                                    - 
                                                                  _______                              _______ 
 
 Loss before Tax                                                (163,353)                             (63,042) 
 Tax                               9                                    -                                    - 
                                                           --------------                         ------------ 
 Loss for the Year                                              (163,353)                             (63,042) 
 
 Other comprehensive income                                             -                                    - 
                                                           --------------                         ------------ 
 Total Comprehensive Income 
  for the Year                                                  (163,353)                             (63,042) 
 
 
 Total Comprehensive Income 
  attributable to:- 
 Owners of the company                                          (163,353)                             (63,042) 
 
 Loss per share attributable 
  to the owners of the company 
  - basic and diluted (pence 
  per share)                       10                      (0.357)                                (0.659) 
                                                                   ______                               ______ 
 

Statement of Financial Position

For the year ended 30 June 2011

 
                                     Note          2011          2010         2009 
                                                    GBP           GBP          GBP 
 Assets                                                    (restated) 
 Non-Current Assets 
  Investments 
                                      11        740,000             -            - 
                                                _______           ___          ___ 
 
                                                740,000             -            - 
                                                _______           ___          ___ 
  Current Assets 
  Trade and other receivables         12         61,365         4,495            - 
  Cash and cash equivalents           13         32,021       300,000          355 
                                                _______       _______          ___ 
                                                 93,386       304,495          355 
 Current Liabilities 
  Borrowings                          15              -       160,017            - 
    Trade and other payables          14         74,016        77,011      448,920 
                                                _______       _______      _______ 
 Net Current Assets/(Liabilities)                19,370        67,467    (448,565) 
                                                _______       _______      _______ 
 
  Total Assets less Current                     759,370        67,467    (448,565) 
  Liabilities 
 
 Non-Current Liabilities 
  Borrowings                          15        449,516       262,399            - 
                                                _______       _______      _______ 
 
                                                309,854     (194,932)    (448,565) 
                                                _______       _______      _______ 
 
 Equity 
  Called up share capital             16        452,419       428,390      400,932 
  Share premium                       16      3,671,231     3,030,353    2,778,737 
  Other reserves                                127,724       124,492       86,891 
  Retained loss                             (3,941,520)   (3,778,167)  (3,715,125) 
                                               ________      ________     ________ 
 
 Total Equity                                   309,854     (194,932)    (448,565) 
                                               ________      ________     ________ 
 
 

Statement of Changes in Equity

For the year ended 30 June 2011

 
                                 Share      Share  Shares to     Other     Retained 
                               Capital    Premium  be issued  Reserves         Loss       Total 
                                   GBP        GBP        GBP       GBP          GBP         GBP 
 
   At 1 July 2010 (restated)   428,390  3,030,353          -   124,492  (3,778,167)   (194,932) 
 
   Transactions with owners 
 
   Conversion of convertible 
    loan                         1,806     16,250          -         -            -      18,056 
   Shares issued                18,212    710,287          -         -            -     728,499 
   Share issue costs                 -   (85,659)          -         -            -    (85,659) 
   Share based payments              -          -      3,232         -            -       3,232 
   Creditors voluntary 
    arrangement                  4,011          -          -         -            -       4,011 
                               _______   ________      _____    ______     ________     _______ 
   Total transactions with 
    owners                      24,029    640,878      3,232         -            -     668,139 
                               _______   ________      _____    ______     ________     _______ 
   Total comprehensive 
    income for the year              -          -          -         -    (163,353)   (163,353) 
                               _______   ________      _____    ______     ________     _______ 
 
   At 30 June 2011             452,419  3,671,231      3,232   124,492  (3,941,520)     309,854 
                               _______   ________      _____    ______     ________     _______ 
 
   At 1 July 2009              400,932  2,778,737          -    86,891  (3,715,125)   (448,565) 
 
   Transactions with owners 
 
   Convertible loan - equity 
    component                        -          -          -    37,601            -      37,601 
   Conversion of convertible 
    loan                        27,408    251,616          -         -            -     279,024 
   Creditors voluntary 
    arrangement                     50          -          -         -            -          50 
                               _______   ________      _____    ______     ________     _______ 
   Total transactions with 
    owners                      27,458    251,616          -    37,601            -     316,675 
                               _______   ________      _____    ______     ________     _______ 
   Total comprehensive 
    income for the year              -          -          -         -     (63,042)    (63,042) 
                               _______   ________      _____    ______     ________     _______ 
   At 30 June 2010 
     (restated)                428,390  3,030,353          -   124,492  (3,778,167)   (194,932) 
                               _______   ________      _____   _______     ________     _______ 
 

Share capital is the amount subscribed for shares at nominal value.

Share premium represents the excess of the amount subscribed for share capital over the nominal value of the respective shares.

Retained loss represents the cumulative loss of the Company attributable to equity shareholders.

Other reserves represent the equity component of convertible loans and the share option reserve.

Statement of Cash Flow

For the year ended 30 June 2011

 
                                                  Year ended         Year ended 
                                                   30 June            30 June 
                                                   2011               2010 
                                           Note    GBP                GBP 
 Cash Flows from Operating Activities 
 Loss before tax                                   (163,353)           (63,042) 
 Finance income                                        (219)                  - 
 Finance costs                                        61,808                  - 
 Employee share options charge                         3,232                  - 
 Increase in receivables                            (56,870)            (4,494) 
 Decrease in payables                               (15,243)          (366,909) 
                                                     _______            _______ 
 
 Net Cash used in Operating Activities             (170,645)          (434,445) 
                                                     _______            _______ 
 
 Cash Flows from Investing Activities 
 Interest received                                       219                  - 
 Interest paid                                         (394)                  - 
 Payment to acquire investments                    (740,000)                  - 
                                                     _______            _______ 
 
 Net Cash used in Investing Activities             (740,175)                  - 
                                                     _______            _______ 
 
 Cash Flows from Financing Activities 
 Proceeds from issue of shares                       728,500                  - 
 Share issue costs                                  (85,659)                  - 
 Issue of convertible loan notes                           -            734,090 
                                                     _______            _______ 
 
 Net cash from Financing Activities                  642,841            734,090 
                                                     _______            _______ 
 
 Net cash (outflow)/inflow                         (267,979)            299,645 
 
 Cash and cash equivalents at beginning 
  of year                                            300,000                355 
                                                     _______            _______ 
 
 Cash and cash equivalents at end 
  of year                                   13        32,021            300,000 
                                                     _______            _______ 
 
 

Major non cash transactions:

Convertible loans of GBP18,506 were converted into shares during the year ended 30 June 2011 (2010 - GBP279,074). In total 1,805,555 new shares were issued with a total value including share premium of GBP18,056.

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2011

   1.         GENERAL INFORMATION 

KleenAir Systems International Plc is a Company incorporated in England & Wales. The Company's shares are traded on AIM, a market operated by the London Stock Exchange.

   2.         ACCOUNTING POLICIES 

Basis of Preparation

This announcement has been prepared in accordance with International Financial Reporting Standards ("IFRS") but in itself does not contain sufficient information to comply with IFRS. Details of the accounting policies are set out in the annual report for the year ended 30 June 2011.

   3.         FINANCIAL RISK MANAGEMENT 

General Objectives, Policies and Processes

The Board has overall responsibility for the determination of the Company's risk management objectives and policies. The Company operates informal treasury policies which include ongoing assessments of interest rate management and borrowing policy.

   4.         REVENUE 

Revenues during the year comprise the provision of corporate services to Inspirit Energy Limited. All income is generated in the United Kingdom.

   5.         EMPLOYEES 
 
                                                                                        Year ended        Year ended 
                                                                                         30 June           30 June 
                                                                                         2011              2010 
                                                                                         GBP               GBP 
The average number of staff employed by the Company during the year amounted to: 
 
Executive Directors                                                                              2                 2 
Non-executive Directors                                                                          1                 2 
Other employees                                                                                  -                 - 
                                                                                               ___               ___ 
                                                                                                 3                 4 
                                                                                               ___               ___ 
 
 
Wages and salaries                    1,250       - 
 Share options granted to Directors   3,232       - 
                                      _____   _____ 
 
                                      4,482       - 
                                      _____   _____ 
 
   6.         DIRECTORS' REMUNERATION 
 
                       Salary and Fees 
                  Year ended 
                   30 June          Year ended 
                   2011                30 June 
                   GBP                2010 GBP 
 
 S Pozner              38,000                - 
 L Simons                   -           20,000 
 G Saxton                   -                - 
 M Lewis                    -                - 
 D Pinckney             1,250                - 
  W V Reid                  -                - 
                       ______           ______ 
                       39,250           20,000 
                       ______           ______ 
 

The Company does not operate a pension scheme and no contributions were paid during the year.

During the year ended 30 June 2010 L Simons was paid GBP10,000 in fees and GBP10,000 in respect of the termination of his service agreement.

   7.         OPERATING LOSS 
 
                                                             Year ended        Year ended 
                                                              30 June           30 June 
                                                              2011              2010 
                                                              GBP               GBP 
              Operating loss is stated after charging: 
Auditors' remuneration in respect of audit services              10,000             7,050 
                                                                  _____             _____ 
Exceptional Income 
 
Reduction in liabilities of the Company on settlement 
under creditor voluntary arrangements                                 -           401,155 
                                                                  _____           _______ 
 
   8.         FINANCE INCOME AND COSTS 

Interest Expense

 
Convertible loans (see below)    22,170     - 
Convertible loans (Note 15)      39,246     - 
Other interest                      392     - 
                                 ______   ___ 
 
Finance costs                    61,808     - 
                                 ______   ___ 
Finance Income 
 
Loan to related party               219     - 
                                 ______   ___ 
 

Interest on convertible loans, not split between liabilities and equity based on materiality, is included within accruals.

   9.         TAXATION 

Due to the losses in the accounting periods presented, no corporation tax liability has arisen.

Factors affecting current tax charge:

The tax assessed on the loss on ordinary activities for the period is different from the standard rate of corporation tax in the UK of 20% (2010 - 21%).

 
                                              Year ended        Year ended 
                                               30 June           30 June 
                                               2011              2010 
                                               GBP               GBP 
 
Loss on ordinary activities before 
 taxation                                      (163,353)          (63,042) 
                                                 _______            ______ 
 
Loss on ordinary activities multiplied 
 by rate of tax                                 (32,671)          (13,239) 
Unutilised losses                                 32,671            13,239 
                                                  ______            ______ 
Total current tax                                      -                 - 
                                                  ______            ______ 
 

The Company has excess management expenses of GBP1,261,000 (2010 - GBP1,101,000) to carry forward, capital losses of GBP150,000 (2010 - GBP150,000) and excess capital allowances of GBP78,000 (2010 - GBP78,000) to carry forward against future suitable taxable profits. No deferred tax asset has been provided on any of these losses due to uncertainty over the timing of their recovery.

   10.        LOSS PER SHARE 

Loss per ordinary share has been calculated using the weighted average number of shares in issue during the relevant financial periods. The calculations of both basic and diluted loss per share for the year are based upon the loss for the year of GBP163,353 (2010 - GBP63,042). The weighted number of equity shares in issue during the year was 45,690,636 (2010 - 9,559,680).

The weighted average number of shares in issue and associated loss per share have been restated for all periods due to the sub division of the Company's share capital detailed in Note 16. The sub division of share capital was an adjustment to the number of ordinary shares in issue without a corresponding change in the Company's resources. Consequently, in accordance with IAS 33, the shares are treated as if the conversion took place at the beginning of the earliest period stated.

In accordance with IAS 33, basic and diluted earnings per share are identical as the effect of the exercise of share options and convertible debt would be to decrease the loss per share and are therefore deemed anti-dilutive. Details of convertible loans and share options that could potentially dilute earnings per share in future periods are set out in Notes 15 and 17.

   11.        INVESTMENTS 
 
                  30 June   30 June 
                     2011      2010 
                      GBP       GBP 
 As at 1 July           -         - 
 Additions        740,000         - 
                  _______      ____ 
 
 As at 30 June    740,000         - 
                  _______      ____ 
 

During the year the Company purchased equity shares at a cost of GBP740,000 in Inspirit Energy Limited, an unlisted company registered in the United Kingdom operating in the Clean Tech and Renewables sector. The Company owns a total of 2,596,666 shares in Inspirit Energy Limited representing approximately 17% of the total shares in issue.

   12.        TRADE AND OTHER RECEIVABLES 
 
                                        30 June         30 June 
                                         2011            2010 
                                         GBP             GBP 
 
Amount due from related parties          35,969               - 
               Other receivables          5,977               - 
  Prepayments and accrued income         19,419           4,495 
                                         ______           _____ 
 
                                         61,365           4,495 
                                         ______           _____ 
 

All trade and other receivables are denominated in Sterling. The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above. The Company does not hold any collateral as security.

   13.        CASH AND CASH EQUIVALENTS 
 
                                                           30 June         30 June 
                                                            2011            2010 
                                                            GBP             GBP 
 
Cash held in escrow for the benefit of the Company               -         300,000 
Cash at bank                                                32,021               - 
                                                            ______         _______ 
 

All of the Company's cash at bank is held with institutions with an AA credit rating.

   14.        TRADE AND OTHER PAYABLES 
 
                                30 June   30 June 
                                   2011      2010 
                                    GBP       GBP 
 
Trade payables                   23,091    11,966 
Amount due to related parties    16,039         - 
Accruals and deferred income     33,636    35,578 
Other payables                    1,250    29,467 
                                 ______    ______ 
 
                                 74,016    77,011 
                                 ______    ______ 
 
   15.        BORROWINGS 
 
Non-current 
 Convertible loan   449,516   262,399 
                    _______   _______ 
 Current 
 Convertible loan         -   160,017 
                    _______   _______ 
 

Convertible Loans

During the year ended 30 June 2010, the Company issued 434,090 5% convertible loans at a par value of GBP434,090 under loan note instruments dated 24 July 2009 and 23 November 2009. Loan notes totalling GBP274,073 and GBP18,056 were converted into shares during the years ended 30 June 2010 and 30 June 2011 respectively. The loans dated 24 July 2009 mature 18 months from the date of the loan note instrument; the loans dated 23 November 2009 mature on 22 December 2012. Both series of loan notes have a conversion price of GBP0.01 per share.

During the year ended 30 June 2010, the Company issued 300,000 5% convertible loans at a par value of GBP300,000 under a loan note instrument dated 22 June 2010. The loans mature on 22 December 2012 and have a conversion price of GBP0.027 per share or at a 10% discount to the average market price based on the previous five days trading, whichever is the lower. No loan notes from this instrument were converted into shares during the years ended 30 June 2010 and 30 June 2011.

New convertible loans of GBP5,910 were created during the year ended 30 June 2011 in lieu of interest.

The values of the liability and equity conversion component were determined at the date the loan notes were issued.

The fair value of the liability component was calculated using a market interest rate for an equivalent non-convertible loan. The residual amount, representing the value of the equity conversion option, is included in shareholders' equity in other reserves.

The convertible loan recognised in the Statement of Financial Position is calculated as follows:

 
                                              30 June    30 June 
                                                 2011       2010 
                                                  GBP        GBP 
 
At 1 July                                     422,416          - 
Face value of convertible loans                 5,910    734,090 
Equity component                                    -   (37,601) 
                                              _______    _______ 
 
Liability component on initial recognition    428,326    696,489 
 
Converted to ordinary shares                 (18,056)  (274,073) 
Interest expense (Note 8)                      39,246          - 
                                              _______    _______ 
 
Liability component at 30 June                449,516    422,416 
                                              _______    _______ 
 

The fair value of current and non-current borrowings equals their carrying amount.

   16.        SHARE CAPITAL 
 
                                           Number         GBP 
 Authorised 
 
 2011 
 Ordinary shares of GBP0.001        1,501,855,740   1,501,856 
 'B' Ordinary shares of GBP0.001        1,221,200       1,221 
 Deferred shares of GBP0.99               400,932     396,923 
                                     ____________   _________ 
 
                                    1,503,477,872   1,900,000 
                                     ____________   _________ 
 
 
 2010 
 
 Ordinary shares of GBP0.01        150,185,574   1,501,856 
 'B' Ordinary shares of GBP0.01        122,120       1,221 
 Deferred shares of GBP0.99            400,932     396,923 
                                   ___________    ________ 
 
                                   150,708,626   1,900,000 
                                   ___________    ________ 
 

There has been no movement in the authorised share capital during the year.

On 13 December 2010 the Company subdivided its Ordinary and 'B' Ordinary share capital on the basis of 10 new shares for every 1 existing share. The new nominal value of one Ordinary and 'B' Ordinary share is GBP0.001.

 
                                                         Number 
                                                         of           Number                     'B' 
                     Number of                           'B'              of    Ordinary    ordinary   Deferred       Share 
                      ordinary                           ordinary   deferred      shares      shares     shares     premium       Total 
                        shares                           shares       shares         GBP         GBP        GBP         GBP         GBP 
 Issued and 
 Fully Paid 
 
 At 1 July 2009     27,881,242                         12,212,000          -     278,812     122,120          -   2,778,737   3,179,669 
 Consolidation 
  of 
  share capital   (27,592,430)                       (12,089,880)    400,932   (276,025)   (120,899)    396,923           -           - 
 Conversion of 
  convertible 
  loan               2,740,734                                  -          -      27,408           -          -      25,616     279,024 
 Creditors 
  voluntary 
  arrangement            5,000                                  -          -          50           -          -           -          50 
                    __________                         __________    _______     _______     _______    _______   _________    ________ 
 
 At 30 June 
  2010               3,024,546                            122,120    400,932      30,245       1,221    396,923   3,030,353   3,458,742 
                    __________                         __________    _______     _______     _______    _______   _________    ________ 
 
 Issue of new 
  shares             5,117,500                                  -          -      18,212           -          -     710,288     728,500 
 Share issue 
  costs                      -                                  -          -           -           -          -    (85,659)    (85,659) 
 Creditors 
  voluntary 
  arrangement          401,155                                  -          -       4,012           -          -           -       4,012 
 Subdivision of 
  share capital     43,926,309                          1,099,080          -           -           -          -           -           - 
 Conversion of 
  convertible 
  loan               1,805,555                                  -          -       1,806           -                 16,250      18,056 
                    __________                         __________    _______      ______       _____    _______   _________    ________ 
 
 At 30 June 
  2011              54,275,065                          1,221,200    400,932      54,275       1,221    396,923   3,671,232   4,123,651 
                    __________                         __________    _______      ______       _____    _______    ________    ________ 
 

On 26 October 2010, the Company issued 1,455,000 ordinary shares of 1 pence each for cash at a placing price of 40 pence per share, before expenses.

On 11 November 2010, the Company issued 401,155 ordinary shares of 1 pence each in settlement of obligations under the creditors voluntary arrangement approved by shareholders on 24 June 2009.

On 8 March 2011, the Company issued 3,662,500 ordinary shares of 0.1 pence each at a price of 4 pence per share, before expenses.

On 20 April 2011, the Company issued 1,805,555 ordinary shares of 0.1 pence each at a price of 1 pence per share, following receipt of a conversion notice of certain convertible loan notes.

   17.        SHARE OPTIONS 

Share options are granted to selected Directors and employees.

Share options outstanding at the end of the year have the following expiry dates and exercise prices:

 
                                Number of Options 
                    Exercise 
                       price 
                      in GBP 
 Expiry date       per share          2011    2010 
 
 26 April 2021       0.04875     1,500,000       - 
                                  ________     ___ 
 
                                 1,500,000       - 
                                  ________     ___ 
 

The options may only be exercised on or after 26 April 2012.

The fair value of the share options was determined using the Black Scholes valuation model. The parameters used are detailed below:

 
                                     2011 Options 
 Shares under option                 1,500,000 
 Option granted on:                  26 April 2011 
 Option life (years)                 10 
 Share price (pence per share) 
  at grant date                      4.50 
 Risk free rate                      3.71% 
 Expected volatility                 10% 
 Expected dividend yield             Nil 
 Marketability discount              5% 
 Fair value per option granted 
  (pence per share)                  1.254 
 Exercise price (pence per share)    4.875 
 

The expected volatility is based on historical volatility for the 6 months prior to the date of granting. The risk free rate of return is based on zero yield government bonds for a term consistent with the option life.

   18.        CAPITAL COMMITMENT 

There was no capital expenditure that had been contracted for at the end of the reporting period but not yet incurred.

   19.        CONTINGENT LIABILITIES 

The Company has no contingent liabilities.

   20.        ULTIMATE CONTROLLING PARTY 

In the opinion of the Directors, there is no controlling party at the year end date.

   21.        RELATED PARTY TRANSACTIONS 

During the year ended 30 June 2011, the Company entered into a loan agreement dated 23 May 2011 with Inspirit Energy Limited, a company in which S Pozner is a Director. Inspirit Energy Limited is beneficially owned and controlled by J Gunn, a substantial shareholder of the Company. The Company advanced GBP30,000 to Inspirit Energy Limited under this unsecured sterling loan facility for working capital purposes. Interest on the loan at 7% per annum is payable to the Company and the loan is repayable not less than three months, but not more than three years, from the date of the agreement. As at 30 June 2011, the amount due to the Company from Inspirit Energy Limited was GBP30,000, together with accrued interest receivable of GBP219.

In addition, the Company charged Inspirit Energy Limited fees of GBP35,047 (2010 - GBPNil) for the provision of corporate services during the year. An amount of GBP5,969 was receivable from Inspirit Energy Limited as at 30 June 2011 in respect of these fees.

Global Investment Strategy UK Limited ("GIS") is a company in which S Pozner was a Director until 10 May 2011. GIS is beneficially owned and controlled by J Gunn, a substantial shareholder of the Company. GIS subscribed for convertible loan notes of GBPNil (2010 - GBP734,090) during the year ended 30 June 2011 in accordance with the Convertible Secured Loan Note Instruments disclosed in Note 15. The Company created a fixed and floating charge in favour of GIS, as trustee for the noteholders, under the terms of those Loan Note Instruments.

During the year GIS charged the Company GBP22,171 for rent, rates and office facilities, GBP233 for staff training and GBP14,167 for corporate finance services. In addition, the Company paid GIS commissions totalling GBP85,659 for funds raised in the year which has been charged to the share premium account. At 30 June 2011, the amount due from the Company to GIS was GBP16,039.

During the year ended 30 June 2010, GIS subscribed to convertible loan notes totalling GBP300,000 and placed the entire cash amount in escrow for the benefit of the Company. During the year ended 30 June 2011, GIS settled various expenses and liabilities on behalf of the Company from this escrow account. The amount held in escrow on behalf of the Company as at 30 June 2011 was GBPNil.

   22.        EVENTS AFTER THE END OF THE REPORTING PERIOD 

On 24 October 2011, Global Investment Strategy UK Limited agreed to convert GBP224,859 of its outstanding convertible loan into 8,328,125 ordinary shares of 0.1 pence each.

   23.        PRIOR PERIOD ADJUSTMENTS 

During the year ended 30 June 2010, issued convertible loans which are convertible into a fixed number of equity shares at the holder's option, were not split between liability and equity components in accordance with International Accounting Standard 32: Financial Instruments - Presentation. The material equity component of certain convertible loans issued during the year ended 30 June 2010, amounting to GBP37,601, has been reclassified from Non-Current Liabilities: Borrowings, to Other Reserves within equity.

In addition, convertible loans of GBP160,017 as at 30 June 2010 had a maturity date due to expire within 12 months of that year-end. These convertible loans have been reclassified from non-current to current liabilities.

The restatements have no impact as at 1 July 2009 and there is no impact on basic or diluted loss per share. The amount of the restatement for each financial statement line item affected is as follows:

 
 Statement of Financial Position          GBP 
 
 Current Liabilities 
 Borrowings                           160,017 
 
 Non-Current Liabilities 
 Borrowings                         (197,618) 
                                      _______ 
 
 Total liabilities                   (37,601) 
                                      _______ 
 Equity 
 Other reserves                        37,601 
                                      _______ 
 
   24.        ANNUAL REPORT AND ANNUAL GENERAL MEETING 

The Annual Report will be available from the Company's website www.kleenair-systems.com and will be posted to shareholders on 18 November 2011. The Annual Report contains notice of the Annual General Meeting of the Company which will be held at 11.00 am on 13 December 2011 at the offices of WH Ireland, 24 Martin Lane, London EC4R 0DR.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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