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RNS Number : 2157A Ceres Power Holdings plc 28 September 2020
Ceres Power Holdings plc
Interim Results for the 12 months ended 30 June 2020
strategic partnerships continue to deliver commercial GROWTH
Ceres Power Holdings plc ("Ceres Power", "Ceres", the "Company" or the
"Group") (AIM: CWR.L), a global leader in fuel cell and electrochemical
technology, announces its second set of interim results for the 12 months
ended 30 June 2020, following the change of year end to 31 December.
Financial Highlights
· Strong progress on major contracts has driven a 21% increase in
revenue and other operating income to £19.9m (2019: £16.4m)
· Increased gross profit of £13.8m (2019: £11.5m) at sector
leading gross margin of 73% (2019: 75%)
· Adjusted EBITDA loss increased slightly to £6.5m (2019: £5.9m)
due to further investment in growth area of electrolysis for hydrogen
· Increased equity investment by Bosch and Weichai, of £49m,
supports strong cash and short-term investments of £108m at 30 June 2020
· Order book* of £14m and strong pipeline* of £54m as at 30 June
2020
Operating and Corporate Highlights
· Bosch has commenced manufacturing of Ceres' core cell technology
at its pilot facility in Germany
· Weichai 30kW range extender system for electric buses targeting
the Chinese market moving into field trials. Some delays in timing due to
Covid-19 means establishment of a joint venture in China is now likely to be
H1 2021
· Wider deployment of the Group's combined heat and power ("CHP")
system in the Japanese market by Miura Co.
· Hydrogen Electrolysis R&D delivering positive results
triggers further investment in the technology
· Successful development of Ceres' first zero-emission CHP system
designed for exclusive use with hydrogen fuel
· 2MW advanced manufacturing pilot facility built, commissioned and
running in Redhill, UK
· Appointment of Warren Finegold as Chairman and Uwe Glock and
Qinggui Hao as Non-executive Directors
Covid-19
The disruption from Covid-19, coinciding with the commissioning of our new
facility at Redhill, has meant that some revenues have been deferred from this
reporting period. Nonetheless, we have delivered a solid set of results, with
continued revenue growth through good progress with our customer programmes
and increased manufacturing output; a huge credit to the entire Ceres team.
Phil Caldwell, CEO of Ceres Power commented:
"The urgency for climate action continues to drive the global demand for clean
energy technologies, and our strategy of licensing to global partners, with a
leading position in their products and markets, continues to be highly
successful. "Despite the disruption from Covid we have delivered a solid set
of results, with continued revenue growth and sector leading margins. This
is driven by good progress with our customer programmes and increased
manufacturing output thanks to the hard work of the entire Ceres team.
"Trading since the period end has remained strong with good commercial
progress with our partners globally. Bosch has now installed prototype
products of its 10kW system utilising Ceres' technology at five locations in
Germany while, despite an initial delay in the early part of 2020 due to the
pandemic, good progress is now being made to validate Ceres' technology for
transportation applications with Weichai's SOFC team in China.
"These developments, combined with the opportunities from our new, long term
growth areas of electrolysis for hydrogen, mean that Ceres is very well
positioned to build on the strong momentum generated during the period as we
look to play our part in delivering clean energy technology to enable a net
zero future."
(*Order book refers to confirmed contracted revenue and other income while
pipeline is contracted revenue and other income which management estimate is
contingent upon options not under the control of Ceres.)
Financial Summary: 12 months ended 30 June 2020 (Unaudited) Year ended 30 June 2019 (Audited)
£'000 £'000
Total revenue and other operating income, comprising: 19,942 16,365
Licence fees 5,841 7,412
Engineering services revenue and provision of technology hardware 13,056 7,888
Other operating income 1,045 1,065
Gross margin % 73% 75%
Adjusted EBITDA loss (1) (6,519) (5,881)
Operating loss (10,081) (7,924)
Net cash used in operating activities (5,442) (3,058)
Net cash and short-term investments 107,981 71,267
( )
( )
(1 Adjusted EBITDA loss is calculated as the operating loss for
the 12 months ended 30 June 2020 of £10,081k (2019 - £7,924k) excluding
depreciation charges of £2,683k (2019 - £1,025k), share-based payment
charges of £873k (2019 - £909k), unrealised gains on forward contracts of
£40k (2019 - £42k loss) and exchange losses of £46k (2019 - £67k).
Management believes that adjusted EBITDA loss provides a better understanding
of the underlying performance of the Group by removing non-recurring,
irregular and one-off costs.)
Analyst Presentation
Ceres Power Holdings plc will be hosting a live webcast for analysts and
investors today at 09.30 (GMT). A link to the webcast will be made available
on the Ceres website www.ceres.tech (http://www.ceres.tech/) or can be
accessed directly here:
https://kvgo.com/IJLO/CERES_Interim_Results_2020
(https://protect-eu.mimecast.com/s/iB9ECxkMpcLyZDU8WBqS?domain=kvgo.com)
Conference Call:
To access the conference call, please use the following details 5-10 minutes
prior to the start time:
Dial: +44 (0) 20 3003 2666
For further information please visit www.ceres.tech (http://www.ceres.tech) or
contact:
Ceres Power Holdings plc Tel: +44 (0)1403 273 463
Elizabeth Skerritt
Investec Bank PLC (NOMAD & Joint Broker) Tel: +44 (0)207 597 5970
Jeremy Ellis / Patrick Robb / Ben Griffiths
Berenberg (Joint Broker) Tel: +44 (0) 203 207 7800
Ben Wright / Mark Whitmore
Powerscourt (Financial PR) Tel: +44 (0) 20 7250 1446
Peter Ogden / James White
About Ceres Power
Ceres is a world-leading developer of fuel cell and electrochemical technology
that enables its partners to deliver clean energy at scale and speed. Its
asset-light, licensing model has seen it embed its technology in some of the
world's most progressive companies - such as Weichai in China, Bosch in
Germany, Miura in Japan, and Doosan in South Korea - to develop systems and
products that address climate change and air quality challenges for
transportation, industry, data centres and everyday living. Ceres is listed
on the AIM market of the London Stock Exchange ("LSE") (AIM: CWR.L) and was
awarded the Green Economy Mark by the LSE, which recognises listed companies
that derive more than 50% of their revenues from the green economy.
About Ceres Power
Ceres is a world-leading developer of fuel cell and electrochemical technology
that enables its partners to deliver clean energy at scale and speed. Its
asset-light, licensing model has seen it embed its technology in some of the
world's most progressive companies - such as Weichai in China, Bosch in
Germany, Miura in Japan, and Doosan in South Korea - to develop systems and
products that address climate change and air quality challenges for
transportation, industry, data centres and everyday living. Ceres is listed
on the AIM market of the London Stock Exchange ("LSE") (AIM: CWR.L) and was
awarded the Green Economy Mark by the LSE, which recognises listed companies
that derive more than 50% of their revenues from the green economy.
Chief Executive's Statement
I am very proud of our continued progress in 2020 and the way our people and
the business as a whole have responded to the social and economic shock of
Covid-19. While employees' health and safety remains our priority, the
day-to-day challenges have only highlighted the resilience and adaptability of
our business and we are focused on our purpose of developing clean energy
technologies that address climate change. We are convinced more than ever that
Ceres has the technology, the people and the capability to commercialise
technology that the world needs to realise a net zero future. Hence, this year
we are continuing to invest in our core fuel cell business that helps to
decarbonise power generation and transportation, and also expanding into new
areas such as electrolysis for the production of hydrogen which are key to
decarbonise society.
Despite the challenging business environment, we continue to deliver top line
growth with revenue and other operating income up 21% to £19.9m (2019:
£16.4m) reflecting strong progress in major contracts and delivering sector
leading gross margins of 73% supported by our licensing business model. A
further equity injection of £49m from Bosch and Weichai since January has
supported a strong cash position of £108m at 30 June 2020, giving us
confidence to increase strategic investment in the business to grow future
value. We are pleased to have Bosch alongside Weichai as commercial partners
as well as significant strategic investors.
It is testament to the talents and hard work of our teams, and to the support
of our partners and suppliers, that we have continued to progress customer
programmes and to ramp up manufacturing output at our new Redhill facility,
despite the impact of Covid-19. We have reduced the number of people on site
to only those essential to maintain operations while those employees who are
able to do so continue to work remotely. We have not needed to make use of the
government furlough scheme and indeed we have continued to recruit new
employees throughout 2020 to meet the increased demand for Ceres' technology.
Notwithstanding current restrictions on travel, we continue to find ways to
work effectively with commercial partners. There has been some impact on the
supply chain due to market disruption and the speed at which Ceres and our
customers are able to work. However, we are managing these well and continue
to monitor and remain responsive to the changing dynamics of the situation.
If anything, the pandemic has brought into sharp focus the need for strong and
sustainable growth to drive the global recovery and the EU and Germany have
followed the lead of countries such as Japan and South Korea in setting out
ambitious targets around hydrogen and fuel cell deployment. Ceres is
well-placed, with a scalable technology and strong commercial relationships in
these key markets, to deliver significant value over the coming months and
years.
Commercial
As at 30 June 2020 our order book stood at £14m and we had a further £54m
pipeline, being a combination of staged licensing payments and engineering
services. As an asset-light, licensing business we have historically signed
around one to two new licenses per year with a blend of upfront license
payments and engineering revenues delivering strong gross margins.
Bosch
During the last 12 months, it has been very encouraging to see Bosch's
progress with the deployment and profiling of Ceres' technology. Bosch has
become the first partner to successfully manufacture our core cell technology
under licence and is now manufacturing cells for its own stacks and systems in
Germany. We view Bosch's decision to increase its investment in Ceres in
January 2020, from 4% to 18% of the enlarged issued share capital, as a strong
signal of its intention to move towards future scale up to high volume
manufacture of the SteelCell®.
Bosch started trialling its 10kW units in 2020 and in July this year
officially opened a fuel cell power installation, consisting of three solid
oxide fuel cell (SOFC) devices utilising Ceres' technology, to meet most of
the energy requirements of one of the buildings at Bosch's Wernau training
centre in Germany. Additional SOFC pilot schemes for testing and validation
are located at other Bosch locations in Germany. Bosch has stated its
intention that the Group's locations will no longer leave a carbon footprint
worldwide from 2020.
The 10kW Bosch 'power station', based on two 5kW SteelCell® stacks, was
showcased to more than 10,000 attendees at Bosch Connected World in February
2020. The 10kW unit, which can operate biogas or natural gas and blends of
hydrogen, provides a technology that is highly complementary to today's energy
infrastructure, is hydrogen ready for the future, and can form a critical
building block of a future zero carbon economy. In April, Bosch announced that
it anticipates the market for the fuel cell power stations to be worth more
than 20 billion euros by 2030.
In June, we were pleased to announce the appointment of Mr. Uwe Glock as a
Non-Executive Director on the Board of Ceres. Mr. Glock is Chairman of
the Board of Management of Bosch Thermotechnik GmbH and brings over 35
years of experience from across Bosch Mobility Solutions and Energy
and Building Technology - Worcester Bosch in the UK is part of the Bosch
Thermotechnik division. His appointment increases Ceres' exposure to the Bosch
organisation and brings significant value through Mr. Glock's leading role
in the wider German and European energy and building industry.
Weichai
Having successfully developed a world-first 30kW solid oxide fuel cell
("SOFC") prototype range extender for electric city buses running on
compressed natural gas, the team moved on to the second iteration of the
design at the end of 2019. This is currently being built into a fleet of
five buses which are undergoing trials in China. There were some delays to the
project in the early part of 2020 due to the pandemic which will delay
completion of these trials by up to six months, but Weichai's SOFC team with
support from Ceres has been back at full capacity for some time and good
progress is now being made to validate the Ceres technology for automotive
applications.
The delay in completing these trials means there will be some impact to the
timing of the establishment of a fuel cell manufacturing company in Shandong
Province, China, to manufacture SteelCell® SOFC systems. As previously
disclosed, the joint venture is intended to provide a staged path to high
volume manufacturing potentially for buses, commercial vehicles and other
markets in China.
Following the decision in January 2020 by Bosch to increase its stake in Ceres
to 18%, Ceres viewed it very positively that Weichai exercised its own
non-dilution rights and has invested a further £11 million to maintain its
equity stake at 20%. We have also welcomed a new Weichai representative to the
Board of Ceres, the Investment Director of Weichai Power's parent company
Shandong Heavy Industry Group Co., Ltd., Mr. Qinggui Hao.
Doosan
In July 2019, Ceres signed a collaboration and licensing agreement with
Doosan, to jointly develop SOFC distributed power systems, initially targeting
the South Korean commercial building market. The agreement, worth £8
million over two years, includes licensing, technology transfer and
engineering services to develop a low carbon 5-20kW power system.
South Korea is an important market for Ceres and Doosan boasts the number one
position in the stationary fuel cell market globally. We are looking to expand
our collaboration with them to access broader applications within South Korea
and internationally. South Korea benefits from extremely progressive
regulation and targets that encourage the deployment of hydrogen and fuel cell
technology.
Miura
Following a successful initial market launch of its combined heat and power
(CHP) product using Ceres' technology in October 2019, Miura has since
announced the establishment of a specialist maintenance team to support its
wider deployment in the Japanese market. The system, which is aimed at the
commercial building sector, operates on the mains gas supply and captures heat
as hot water with an overall efficiency of up to 90%, delivering both major
energy savings and a lower carbon footprint. Its long-term deployment will be
supported through specialist maintenance teams in metropolitan areas such as
Tokyo, Osaka, Nagoya and Fukuoka, to enable quick and quality service to
customers. We continue to provide low volumes of stacks to Miura for its
commercial product and first products have been running successfully for over
a year.
Others
We continue to make good progress with other partners including continuing our
collaboration with Honda and will provide further updates as they progress. We
are also close to successfully completing our joint development with Cummins
and the US DoE of a 10 kW SOFC power system which is undergoing final testing
in the USA. However, there are no plans for further collaboration with Cummins
at this time.
In order to grow our business at pace we are intending to form a strategic
relationship with a global engineering consultancy with engineering services
and business development capability, which can enable further opportunities
for the Ceres technology in a variety of applications globally. We believe
partnering in this way will increase Ceres' ability to scale the business and
to enhance the long-term value created from our licensing model.
Manufacturing
Having successfully completed the build of the new advanced manufacturing
facility in Redhill in January 2020, the production ramp up was impacted by
the timing of Covid-19. A reduced team remained onsite throughout the period
and continued to deliver fuel cells to support our customers globally. From
early May the full onsite team returned, delivering an outstanding effort to
ramp up cell manufacturing output, with record production achieved in June.
Further investment in manufacturing capacity is underway at Ceres' Redhill
facility which will increase annual production capacity from 2MW to 3MW in
2021.
This facility is a key asset for Ceres in enabling technology transfer of our
advanced manufacturing processes and know-how to licensee partners as well as
delivering near term volume to customer programmes.
A great example of this was the successful technology transfer to Bosch
earlier this year. This was made possible through the close working
relationship between the Ceres and Bosch manufacturing teams first in the UK
at our new facility at Redhill and then transferring this knowledge to Bosch
in establishing its parallel pilot manufacturing plant in Germany, which
successfully started production in Q1 this year. This was a key milestone for
both companies as it is the first time a third-party partner has manufactured
Ceres cell and stack technology under license.
Technology
Fuel cells
As a licensing company, it is imperative that Ceres remains at the
leading-edge of its unique solid oxide fuel cell technology, continually
maturing existing products and furthering R&D into new applications for
customers.
At the beginning of the year, we announced further investment in the
development of higher power systems, and the associated investment in capital
for test capability, to meet increased customer demand for high power
applications moving from 30kW to 100s of kW in the next few years.
We also continue to focus R&D spend on improving our competitive advantage
in power density, cost and product lifetime and remain on track to release the
next generation (V6) of our core technology in 2021.
In November 2019, Ceres announced the successful development of its first
zero-emission combined heat & power (CHP) system, designed exclusively for
use with hydrogen fuel. In initial testing, the system has achieved greater
than 50% electrical efficiency, with an overall efficiency of 90% achievable
in combined heat & power mode. Ceres' hydrogen CHP is simpler than its
existing fuel-flexible system, delivering an equivalent performance with fewer
components, a reduced size and up to a 40% unit cost reduction.
Electrolysis
Over the past 18 months there has been significant momentum around the
potential for hydrogen and Ceres believes its extremely efficient solid oxide
technology has a crucial part to play in a future clean energy economy.
Today, around 80% of the cost of producing green hydrogen, that is hydrogen
generated from splitting water with renewable sources of electricity, is the
cost of input electricity. Ceres believes its unique solid oxide
electrochemical technology can deliver tangible value - through the same
advantages of robustness, cost, and crucially efficiency, that make it a
leader in fuel cells.
In January, we announced that early stage testing on the application of Ceres'
technology as a solid oxide electrolyser (SOEC), essentially the process of
reversing fuel cells to produce hydrogen and e-fuels from renewable energy,
has delivered encouraging results. We believe that it could deliver
significant future business opportunities for Ceres and in July, we announced
further R&D investment of £5 million in the period to 2021 to develop
the deployment of our SOEC technology for hydrogen.
Ceres has a credible path to participate, not only in delivering hydrogen at
scale but, also due to the characteristics of higher temperature
electrolysers, in utilising waste heat making this technology particularly
useful in decarbonising industrial processes such as steel and refineries.
Over a quarter of the patents on Ceres' core technology apply equally to its
use in SOEC and we have existing manufacturing and test capability that can be
deployed to progress SOEC stacks as well as a leading team of electrochemical
scientists with over a decade of intimate working knowledge of Ceres'
technology. We look forward to providing updates on our progress in due
course.
Financial
Following the extension of the Group's accounting period to the 18 months
ended 31 December 2020, these interim financial statements are the second set
of interim results that the Group has reported in this period.
The business continues to achieve solid commercial growth and we delivered
revenue and other income in the 12 months to June 2020 of £19.9m, up from
£16.4m in the previous year. The Group delivered an increased gross profit of
£13.8m (2019: £11.5m) at a gross margin of 73% (2019: 75%). The gross margin
achieved depends primarily on the mix between licence fees and engineering
services, and we continue to anticipate that this mix will vary going
forwards, based on deal flow.
Adjusted EBITDA loss of (£6.5m) increased from the prior year (£5.9m),
reflecting the higher gross profit offset by continued investment in
additional resources to support the company's growth. Operating loss increased
from £7.9m to £10.1m reflecting the movement in adjusted EBITDA loss as well
as increased depreciation, as the new manufacturing plant came onstream during
the period.
Loss after tax increased to (£7.3m), from (£4.8m), broadly mirroring the
change in operating loss. The tax credit of £2.4m (2019: £2.5m) includes a
Research and Development tax credit ("R&D tax credit") of £2.4m which we
received in early 2020 and is presented net of withholding tax suffered on
foreign revenues of £0.2m.
Net cash used in operating activities (£5.4m) increased from the prior year
(£3.1m) primarily reflecting the movement in EBITDA loss and movements in
working capital. During the 12-month period we invested £5.6m in capex (2019:
£7.7m), mainly relating to enhancing our manufacturing facility. We also
invested £2.5m (2019: £1.3m) in intangible assets, primarily in respect of
development costs, which we capitalised reflecting our confidence in the
commercialisation potential of the technology. As a result, equity-free cash
outflow(1) was (£13.4m) (2019: (£11.9m)).
Following the Group's adoption of IFRS 16 from 1 July 2019, right-of-use
assets of £4.2m (2019: £nil) have been recognised as at 30 June 2020,
relating to lease liabilities of £4.8m, primarily relating to leases of
premises. Net contract assets and liabilities increased to £4.3m (2019:
£3.2m) primarily due to timing differences between raising invoices and
recognising revenue on the Group's long-term contracts.
The Group is well-financed, holding £108m of cash, cash equivalents and
short-term investments at 30 June 2020 (at 30 June 2019: £71m). During the
last 12 months, our strategic partners Bosch and Weichai invested £49m of new
equity shares in Ceres, through the issue of 15.4 million new ordinary shares,
reinforcing our existing strong financial position.
( )
(1) Equity-free cash flow is defined as the net change in cash and cash
equivalents in the relevant period less net cash generated from financing
activities plus the movement in short-term reserves.
Principal risks and uncertainties
There are a number of risks and uncertainties that have the potential to
impact the execution of the Group's strategy, as well as its short-term
results. The Board regularly reviews the risks facing the Group and these
risks are set out in the Annual Report along with mitigations to reduce the
likelihood of them occurring and to manage any possible impact. The
Directors consider the following risks have emerged or changed since the
publication of the 2019 Annual Report.
Covid-19 has emerged and remains a risk to future manufacturing output and the
timing of partner programmes principally if in the future our people are not
able to access our facilities or our supply chain is disrupted. So far, we
have put mitigations in place which have limited any impact to our operations
and we have managed the impact on the Group's results for the 12 months ended
30 June 2020 to be relatively small. The risk of a hard Brexit remains and
the potential impact to the business is disruption to supply chain and
shipments around the end of 2020. We are mitigating this by increasing
inventory levels.
An increasing operational risk is that, given recent commercial progress, the
Group may be unable to support the scale up of production in our licence
partners through supply chain issues, short term supply of stacks or the
ability to access key skills and resources. The Company is mitigating these
risks by near term expansion of its manufacturing capacity, bringing on new
employees ahead of demand and working closely with suppliers. As we progress
to mass manufacture, the financial and reputational impact of any issues with
product performance at scale are also increasing and we are putting
significant focus on product design and maturity. Similarly, as our technology
becomes available in multiple applications and geographies there is an
increased risk of IP loss or infringement and we are continuing to increase
the protection of our IP.
Finally, due to our significant cash reserves following the recent equity
investments from our strategic partners, the risk of access to capital is
considered to have further reduced as our need for further capital has
fallen. This strong financial position, combined with a review of
stress-tested cashflow forecasts, provide the Directors with confidence
supporting the Group's continued ability to operate as a going concern for the
foreseeable future.
Strategy and Outlook
The urgency for climate action continues to drive the global demand for clean
and flexible sources of energy. Leading power system and engineering companies
are increasing their investments in new and complementary technologies to
orientate their businesses towards this purpose. Ceres' strategy of focusing
on these blue-chip OEMs, with a leading position in their products and
markets, has been highly successful and we continue to build on strong
foundations established in Japan, South Korea, Germany and China.
The past 12 months has provided important validation of Ceres' asset-light,
licensing model in power generation. We have assembled one of the world's best
teams of engineers and scientists working in solid oxide technology, which has
allowed us to grow our portfolio of global licensees and applications.
In tandem, we are committed to adapting our technology for further and future
applications and at the beginning of the year we announced our initial plan to
position the business to include electrolysis. More bullish reports from the
Hydrogen Council estimate the market for hydrogen could reach $2.5 trillion by
2050. We believe that the Ceres' SteelCell®, when used as an SOEC, could
deliver significant future value for Ceres and we are beginning to invest to
ensure we are well-positioned to capitalise on these opportunities.
In the period, we have invested in our organisational structure, research and
development activities and in the expansion of pilot manufacturing at
Redhill. We see a clear path to mass commercialisation of our fuel cell
technology with our partners, and with over £100 million of cash reserves
available we have the financial strength to deploy our technology in further
applications and geographies.
Despite the current turmoil in the global economy, Ceres has delivered a
strong performance in the last 12 months and continued positive trading gives
us significant optimism for the outlook and future success of the business. We
are proud to be a UK high growth clean technology business and view our
purpose, to deliver clean energy for a clean world, as being closely aligned
with momentum around the green recovery and as a path to deliver value to our
shareholders, our employees and customers, and to the benefit of society as a
whole.
Philip Caldwell
Chief Executive Officer
CONSOLIDATED STATEMENT OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME
For the 12 months ended 30 June 2020
12 months ended Year ended
30 June 2020 (Unaudited) 30 June 2019 (Audited)
Note £'000 £'000
Revenue 3 18,897 15,300
Cost of sales (5,095) (3,804)
Gross profit 13,802 11,496
Other operating income(1) 1,045 1,065
Operating costs 4 (24,928) (20,485)
Operating loss (10,081) (7,924)
Finance income 5 846 552
Finance expense (451) -
Loss before taxation (9,686) (7,372)
Taxation credit 6 2,418 2,538
Loss for the financial period/year and total comprehensive loss (7,268) (4,834)
Loss per £0.10 ordinary share expressed in pence per share:
Basic and diluted loss per share 7 (4.60)p (3.43)p
The accompanying notes are an integral part of these consolidated financial
statements.
(1) (Other operating income relates to grant income.)
(
)
( )
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2020
30 June 2020 (Unaudited) 30 June 2019 (Audited)
Note £'000 £'000
Assets
Non-current assets
Property, plant and equipment 8 12,970 9,769
Right-of-use assets 9 4,232 -
Intangible assets 10 3,800 1,322
Other receivables 12 741 741
Total non-current assets 21,743 11,832
Current assets
Inventories 11 2,055 1,403
Contract assets 3 1,821 722
Trade and other receivables 12 4,643 4,204
Prepayments and accrued income 13 987 1,497
Derivative financial instrument 2 28
Current tax receivable 6 2,450 2,292
Short-term investments 14 90,782 63,700
Cash and cash equivalents 14 17,199 7,567
Total current assets 119,939 81,413
Liabilities
Current liabilities
Trade and other payables 15 (2,560) (2,365)
Contract liabilities 3 (1,014) (3,061)
Accruals and deferred income 16 (3,667) (1,838)
Lease liabilities 17 (1,026) -
Derivative financial instrument (1) (66)
Provisions 18 (308) (158)
Total current liabilities (8,576) (7,488)
Net current assets 111,363 73,925
Non-current liabilities
Accruals and deferred income - (323)
Lease liabilities 17 (3,823) -
Provisions 18 (1,117) (992)
Total non-current liabilities (4,940) (1,315)
Net assets 128,166 84,442
Equity attributable to the owners of the parent
Share capital 19 17,082 15,277
Share premium 227,430 179,116
Capital redemption reserve 3,449 3,449
Merger reserve 7,463 7,463
Accumulated losses (127,258) (120,863)
Total equity 128,166 84,442
The accompanying notes are an integral part of these consolidated financial
statements.
CONSOLIDATED CASH FLOW STATEMENT
For the 12 months ended 30 June 2020
Note 12 months ended Year ended 30 June 2019
30 June 2020 (Audited)
(Unaudited)
£'000 £'000
Cash flows from operating activities
Loss before taxation (9,686) (7,372)
Adjustments for:
Finance income (846) (552)
Finance expense 451 -
Depreciation of property, plant and equipment 2,167 1,025
Depreciation of right-of-use assets 515 -
Amortisation of intangible assets 55 13
Share-based payments charge 873 909
Net foreign exchange (gains)/losses 46 67
Net change in fair value of financial instruments at fair value through profit (40) 42
and loss
Operating cash flows before movements in working capital (6,465) (5,868)
Increase in trade and other receivables (492) (1,412)
Increase in inventories (652) (3)
Increase/(decrease) in trade and other payables 2,578 (559)
Increase in contract assets (1,099) (722)
(Decrease)/increase in contract liabilities (2,047) 3,061
Increase in provisions 275 299
Net cash used in operations (7,902) (5,204)
Taxation received 2,460 2,146
Net cash used in operating activities (5,442) (3,058)
Investing activities
Purchase of property, plant and equipment (5,554) (7,693)
Investment in intangible assets (2,533) (1,288)
Increase in short-term investments (27,082) (63,700)
Finance income received 743 193
Net cash used in investing activities (34,426) (72,488)
Financing activities
Proceeds from issuance of ordinary shares 50,462 77,926
Net expenses from issuance of ordinary shares (344) (1,141)
Repayment of lease liabilities (121) -
Finance interest paid (451) -
Net cash generated from financing activities 49,546 76,785
Net increase in cash and cash equivalents 9,678 1,239
Exchange gains/(losses) on cash and cash equivalents (46) (67)
Cash and cash equivalents at beginning of period/ year 7,567 6,395
Cash and cash equivalents at end of period/ year 14 17,199 7,567
The accompanying notes are an integral part of these consolidated financial
statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the 12 months ended 30 June 2020
Share capital Share premium Capital redemption reserve Merger reserve Accumulated losses Total
£'000 £'000 £'000 £'000 £'000 £'000
At 1 July 2018 10,163 107,445 3,449 7,463 (116,938) 11,582
Comprehensive income
Loss for the financial year - - - - (4,834) (4,834)
Total comprehensive loss - - - - (4,834) (4,834)
Transactions with owners
Issue of shares, net of costs 5,114 71,671 - - - 76,785
Share-based payments charge - - - - 909 909
Total transactions with owners 5,114 71,671 - - 909 77,694
At 30 June 2019 15,277 179,116 3,449 7,463 (120,863) 84,442
Comprehensive income
Loss for the financial period - - - - (7,268) (7,268)
Total comprehensive loss - - - - (7,268) (7,268)
Transactions with owners
Issue of shares, net of costs 1,805 48,314 - - - 50,119
Share-based payments charge - - - - 873 873
Total transactions with owners 1,805 48,314 - - 873 50,992
At 30 June 2020 17,082 227,430 3,449 7,463 (127,258) 128,166
The accompanying notes are an integral part of these consolidated financial
statements.
1. Basis of preparation
On 2 April 2020, the Group announced that it was extending its current
accounting period from the twelve months ended 30 June 2020 to the 18 months
ended 30 December 2020. As a result, these interim financial statements are
the second set of interim results that the Group has reported during this
period, following the half-year report for the six months ended 31 December
2019 that the Group announced on 16 March 2020.
The condensed interim financial statements have been prepared in accordance
with the requirements of the AIM Rules for Companies and should be read in
conjunction with the annual financial statements for the year ended 30 June
2019. They have been prepared on a historical cost basis except that the
following assets and liabilities are stated at their fair value: derivative
financial instruments and financial instruments classified as fair value
through the profit or loss.
The interim financial information has been prepared in accordance with the
recognition and measurement requirements of International Financial Reporting
Standards (IFRS) and IFRIC interpretations issued by the International
Accounting Standards Board (IASB) adopted by the European Union. This report
is not prepared in accordance with IAS 34.
The principal accounting policies adopted in the preparation of the interim
financial statements are unchanged from those applied in the Group's financial
statements for the year ended 31 December 2019. The accounting policies
applied are consistent with those expected to be applied in the financial
statements for the year ended 31 December 2020.
The financial information contained in the condensed interim financial
statements is unaudited and does not constitute statutory financial statements
as defined by in Section 434 of the Companies Act 2006. The financial
statements for the year ended 30 June 2019, on which the auditors gave an
unqualified audit opinion, and did not draw attention to any matters by way of
emphasis, and did not contain a statement under 498(2) or 498(3) of the
Companies Act 2006, have been filed with the Registrar of Companies.
The consolidated interim financial information for the twelve months ended 30
June 2020 has been reviewed by the Company's Auditor, BDO LLP in accordance
with International Standard of Review Engagements 2410, Review of Interim
Financial Information Performed by the Independent Auditor of the Entity.
Going Concern
The Group has reported a loss after tax for the 12 month period ended 30 June
2020 of £7,268,000 and net cash used in operating activities of
£5,442,000. At 30 June 2020, it held cash and cash equivalents and
short-term investments of £107,981,000. The directors have prepared annual
budgets and cash flow projections that extend beyond 12 months from the date
of approval of this report. These projections were supported by stress testing
forecast cash flows considering the impact of different scenarios including
the Group's expectation of the potential future impact of Covid-19 and
Brexit. In each case the projections demonstrated that the Group will have
sufficient cash reserves to meet its liabilities as they fall due and to
continue as a going concern. For the above reasons, the directors continue to
adopt the going concern basis in preparing the financial statements. The
financial statements do not include the adjustments that would result if the
Group was unable to continue as a going concern.
2. Changes in accounting policies and standards
Except as described below the accounting policies adopted are consistent with
those of the financial statements for the year ended 30 June 2019, as
described in those financial statements.
New standards and amendments applicable as of 1 July 2019
The Group has adopted the following new standard with a date of initial
application of 1 July 2019.
· IFRS 16 'Leases'
IFRS 16 - 'Leases'
IFRS16 specifies how to recognise, measure, present and disclose leases. The
standard provides a single lessee accounting model, requiring lessees to
recognise assets and liabilities for all leases unless the lease term is 12
months or less or the underlying asset has a low value. The adoption of this
standard is mandatory for accounting periods starting after 1 January 2019.
The Group has applied IFRS 16 using the modified retrospective approach and
therefore the comparative information has not been restated and continues to
be reported under IAS 17 and IFRIC 14.
2. Changes in accounting policies and standards (continued)
The group holds leases for premises and IT equipment with lease terms ranging
from 6 months - 10 years.
As a lessee, the Group previously classified leases as operating or finance
leases based on its own assessment of whether the lease transferred
significantly all the risks and rewards incidental to ownership of the
underlying asset to the Group. Under IFRS 16, the Group recognises
right-of-use assets and lease liabilities for most leases. i.e. these leases
are on balance sheet.
The Group decided to apply recognition exemptions to short term leased plant
and machinery. For leases of other assets, which were classified as
operating under IAS 17, the Group has recognised right-of use assets and lease
liabilities.
Leases classified as operating leases under IAS 17
At transition, lease liabilities were measured at the present value of the
remaining lease payments discounted at the Group's incremental borrowing rate
as at 1 July 2019. The associated right-of-use asset for property leases and
other assets was measured at the amount equal to the lease liability adjusted
for the amount of any prepaid or accrued lease payments relating to that
lease.
The Group used the following practical expedients when applying IFRS 16 to
leases previously classified as operating leases under IAS 17:
- Applied a single discount rate to a portfolio of leases with
similar characteristics; and
- Excluded initial direct costs from measuring the right-of-use
asset at the date of initial application.
When measuring lease liabilities, the Group discounted lease payments using
the incremental borrowing rate as at the 1 July 2019. This is estimated by
management to be 10%.
Impact on the financial statements.
On transition to IFRS 16 the Group recognised £4,747,000 of right-to-use
assets and a lease liability of £4,971,000. Prepayments and accruals were
decreased by £122,000 and £346,000 respectively.
As at 30 June 2020 the Group held right-of use assets of £4,232,000 and a
lease liability of £4,849,000 (£3,823,000 of which is non-current). The
impact on the consolidated statement of profit and loss and other
comprehensive income for the 12 months ended 30 June 2020 was an increase to
the loss for the financial period of £143,000. Operating costs were
decreased by £308,000, relating to additional charges of £515,000 for
depreciation and a reduction to rental charges on operating leases of
£823,000. Finance expenses of £451,000 were incurred during the period.
Reconciliation of lease commitments in the prior year to lease liability
recognised under IFRS 16
Land and Buildings Other
£'000 £'000
Operating lease commitments at 30 June 2019 as disclosed in the Group's 3,812 29
consolidated financial statements
Recognition of period from break clause to lease end(1) 3,469 -
Discounted using the incremental borrowing rate at 1 July 2019 (2,328) (2)
Less short-term leases recognised as an expense on a straight-line basis - (9)
Lease liabilities recognised 1 July 2019 4,953 18
(1) Under the previous accounting policy the lease commitment was disclosed
for the non-cancellable element of the lease, that is, until the first break
clause. IFRS 16 requires companies to calculate the initial liability on the
full lease term, if it is considered to be reasonably certain the break will
not be exercised.
3. Revenue
The Group's revenue is disaggregated by geographical market, major
product/service lines, and timing of revenue recognition:
Geographical market
12 months ended Year ended 30 June 2019
30 June 2020 (Audited)
(Unaudited)
£'000 £'000
Europe 8,438 10,553
Asia 9,669 4,441
North America 790 306
18,897 15,300
Major product/service lines
12 months ended Year ended 30 June 2019
30 June 2020 (Audited)
(Unaudited)
£'000 £'000
Engineering services and provision of technology hardware 13,056 7,888
Licenses 5,841 7,412
18,897 15,300
Timing of transfer of goods and services
12 months ended Year ended 30 June 2019
30 June 2020 (Audited)
(Unaudited)
£'000 £'000
Products and services transferred at a point in time 6,600 7,057
Products and services transferred over time 12,267 8,243
18,897 15,300
The contract assets and liabilities are as follows:
30 June 2020 30 June 2019
(Unaudited) (Audited)
£'000 £'000
Trade receivables 12 3,787 2,404
Contract assets - accrued income 1,559 306
Contract assets - deferred costs 262 416
5,608 3,126
Contract liabilities - deferred income (1,014) (3,061)
Provision for loss making contracts (86) (65)
Provision for warranties (222) (93)
(4,286) (3,219)
4. Operating costs
Operating costs are split as follows:
12 months ended Year ended 30 June 2019
30 June 2020 (Audited)
(Unaudited)
£'000 £'000
Research and development costs 16,754 13,799
Administrative expenses 6,529 4,618
Commercial 1,645 2,068
24,928 20,485
5. Finance income
12 months ended Year ended 30 June 2019
30 June 2020 (Audited)
(Unaudited)
£'000 £'000
Interest received 646 552
Foreign exchange gain on cash, cash equivalents and short-term deposits 200 -
846 552
6.Taxation
12 months ended Year ended 30 June 2019
30 June 2020 (Audited)
(Unaudited)
£'000 £'000
UK corporation tax (2,450) (2,292)
Adjustment in respect of prior periods (168) (246)
Withholding tax 200 -
(2,418) (2,538)
No UK corporation tax liability has arisen (2019: £nil) due to the losses
incurred.
A tax credit has arisen as a result of expenditure surrendered and claimed
under the SME and large company R & D tax credit regimes in the current
and prior years.
Withholding tax has arisen on license income from China and South Korea.
7. Loss per share
12 months ended Year ended 30 June 2019
30 June 2020 (Audited)
(Unaudited)
£'000 £'000
Loss for the financial period/year attributable to shareholders (7,268) (4,834)
Weighted average number of shares in issue 158,072,531 140,956,490
Loss per £0.10 ordinary share (basic and diluted) (4.60)p (3.43)p
8. Property, plant and equipment
Leasehold improvements Assets under construction
£'000 Plant and machinery Computer equipment Fixtures and fittings £'000 Motor vehicles
£'000
£'000
£'000 £'000 Total
£'000
Cost
At 1 July 2018 (audited) 2,090 9,311 995 69 348 - 12,813
Additions (audited) 132 1,535 463 - 6,455 12 8,597
At 30 June 2019 (audited) 2,222 10,846 1,458 69 6,803 12 21,410
Additions (unaudited) 542 3,318 320 34 1,154 - 5,368
Transfers (unaudited) 2,958 4,659 - 210 (7,827) - -
Disposals (unaudited) (5) - - - - - (5)
At 30 June 2020 (unaudited) 5,717 18,823 1,778 313 130 12 26,773
Accumulated depreciation
At 1 July 2018 (audited) 2,028 7,680 839 69 - - 10,616
Charge for the year (audited) 68 798 159 - - - 1,025
At 30 June 2019 (audited) 2,096 8,478 998 69 - - 11,641
Charge for the period (unaudited) 375 1,520 227 42 - 3 2,167
Disposals (unaudited) (5) - - - - - (5)
At 30 June 2020 (unaudited) 2,466 9,998 1,225 111 - 3 13,803
Net book value
At 30 June 2020 (unaudited) 3,251 8,825 553 202 130 9 12,970
At 30 June 2019 (audited) 126 2,368 460 - 6,803 12 9,769
'Assets under construction' represents the cost of purchasing, constructing
and installing property, plant and equipment ahead of their productive use.
The category is temporary, pending completion of the assets and their transfer
to the appropriate and permanent category of property, plant and equipment. As
such, no depreciation is charged on assets under construction.
Assets under construction primarily consist of plant and machinery and
leasehold improvements relating to the new manufacturing site which started
production in January 2020. Leasehold improvements of £2,958k, Plant and
Machinery of £4,659k and Office equipment of £210k relating to the new
factory have been transferred to the relevant categories within the period.
Leasehold improvements are being depreciated over the life of the lease and
other assets relating to the factory are being depreciated over the expected
useful life of 7 years.
9. Right of use assets
Land and Buildings Computer equipment Total (Unaudited)
(Unaudited) (Unaudited)
£'000 £'000 £'000
Cost
At 1 July 2019 - - -
Additions as a result of IFRS16 4,728 19 4,747
At 30 June 2020 4,728 19 4,747
Accumulated depreciation
At 1 July 2019 - - -
Charge for the period/ year 507 8 515
At 30 June 2020 507 8 515
Net book value
At 30 June 2020 4,221 11 4,232
At 30 June 2019 - - -
10. Intangible assets
30 June 2019
30 June 2020 (Audited)
(Unaudited)
£'000 £'000
Cost
At 1 July 1,335 47
Additions from internal developments in relation to manufacturing site 178 187
Additions from customer and internal development programmes 2,355 1,101
At 30 June 3,868 1,335
Accumulated amortisation
At 1 July 13 -
Charge for the period/year 55 13
At 30 June 68 13
Net book value
At 30 June 3,800 1,322
Capitalised development costs are amortised over their useful economic lives
of 2-7 years.
The development intangible primarily relates to the design, development and
configuration of the Company's core fuel cell and system technology and
manufacturing processes. Amortisation of capitalised development commences
once the development is complete and is available for use.
11. Inventory
30 June 2019
30 June 2020 (Audited)
(Unaudited)
£'000 £'000
Raw materials and finished goods 2,055 1,403
Inventories in raw materials and finished goods have increased in line with
the Group's increased manufacturing capacity in the period and management's
decision to hold a greater volume of some raw materials as the UK moves closer
to a withdrawal from the EU.
12. Trade and other receivables
30 June 2019
30 June 2020 (Audited)
(Unaudited)
Current: £'000 £'000
Trade receivables 3,787 2,404
Other receivables 856 1,800
4,643 4,204
Non-current:
Other receivables 741 741
13. Prepayments and accrued income
30 June 2019
30 June 2020 (Audited)
(Unaudited)
Current: £'000 £'000
Prepayments 548 523
Prepayments of capital expenditure - 409
Accrued grant income 439 565
987 1,497
14. Net cash and cash equivalents, short-term investments and financial assets
30 June 2019
30 June 2020 (Audited)
(Unaudited)
£'000 £'000
Cash at bank and in hand 5,431 1,502
Money market funds 11,768 6,065
Cash and cash equivalents 17,199 7,567
Short-term investments (bank deposits > 3 months) 90,782 63,700
Short-term investments 107,981 71,267
The Group typically places surplus funds into pooled money market funds with
durations of up to 3 months and bank deposits with durations of up to 12
months. The Group's treasury policy restricts investments in short-term
sterling money market funds to those which carry short-term credit ratings of
at least two of AAAm (Standard & Poor's), Aaa/MR1+ (Moody's) and AAA V1+
(Fitch) and deposits with banks with minimum long-term rating of A-/A3/A and
short-term rating of A-2/P-2/F-1 for banks which the UK Government holds less
than 10% ordinary equity.
15. Trade and other payables
30 June 2019
30 June 2020 (Audited)
(Unaudited)
Current: £'000 £'000
Trade payables 2,332 2,255
Taxation and social security 16 -
Other payables 212 110
2,560 2,365
16. Accruals and deferred income
30 June 2019
30 June 2020 (Audited)
(Unaudited)
Current: £'000 £'000
Accruals 2,546 1,838
Deferred grant income 1,121 -
3,667 1,838
Non-current:
Accruals - 323
17. Lease Liabilities
£'000
Balance as at 1 July 2019 -
Finance leases recognised as a result of IFRS16 4,971
Lease payments (573)
Interest expense 451
Balance as at 30 June 2020 4,849
Current 1,026
Non-current 3,823
18. Provisions
Property Dilapidations Total
Warranties Contract Losses
£'000 £'000 £'000 £'000
At 1 July 2019 992 93 65 1,150
Movements in the Consolidated Statement of Profit and Loss and Other
Comprehensive income:
Unused amounts reversed - - (38) (38)
Increase in provision 125 129 59 313
At 30 June 2020 1,117 222 86 1,425
Current - 222 86 308
Non-current 1,117 - - 1,117
At 30 June 2020 1,117 222 86 1,425
19. Share capital
2020 2019
Number of £0.10 (Unaudited) Number of £0.01 Number of £0.10 (Audited)
Ordinary
Ordinary
Ordinary
shares £'000
shares
shares £'000
Allotted and fully paid
At 1 July 152,769,812 15,277 1,016,269,193 - 10,163
Allotted £0.01 Ordinary shares on exercise of share options - - 6,041,441 - 60
27 July 2018 - Allotted £0.01 Ordinary shares on cash placing - - 260,952,296 - 2,609
7 August 2018 - 1-for-10 share consolidation - - (1,283,262,930) 128,326,293 -
Allotted £0.10 Ordinary shares on exercise of employee share options 2,668,580 267 - 926,155 93
Allotted £0.10 Ordinary shares on cash placing (see below) 15,377,050 1,538 - 23,517,364 2,352
At 30 June 170,815,442 17,082 - 152,769,812 15,277
During the period 2,668,580 ordinary £0.10 shares were allotted for cash
consideration of £1,255,791 on the exercise of employee share options. On the
12 March 2020, the Company completed an allotment of 11,888,070 ordinary
£0.10 shares in respect of the Bosch strategic investment, announced via the
Regulatory News Service (RNS) on the 22 January 2020 for £38,041,824 and on
the 15 April 2020 the Company completed an allotment of 3,488,980 ordinary
£0.10 shares for £11,164,736 in respect of Weichai exercising its
anti-dilution rights, this was announced via the RNS on the 23 March 2020.
20. Contingent liabilities
Contingent liabilities are potential future cash outflows which are either not
probable or cannot be measured reliably.
Grants received of £705,000 (2019: £705,000), or an element thereof, may
require repayment if the Group generates revenue (net of expenses and
reasonable overheads) from the intellectual property created from the grant.
In such case,
the Group may be liable to pay back the grant at a rate of 5% of the net
revenue generated in any one year. The Directors of the Group believe it is
unlikely that any of the grants received will need to be repaid.
21. Capital commitments
Capital expenditure that has been contracted for but has not been provided for
in the financial statements amounts to £2,072,000 as at 30 June 2020 (2019:
£1,116,000), in respect of the acquisition of property, plant and equipment.
22. Related party transactions
As at 30 June 2019, the Group's related parties were its Directors and IP
Group plc, through IP2IPO Ltd, which held 19.8% of the Group's issued share
capital. On 21 May 2020, IP Group plc reduced its holding to 5.1% of the
issued share capital, and on 11 June 2020 Alan Aubrey stepped down from his
role as Chairman. As a result of Alan stepping down as Chairman, Ceres
determined that IP Group plc ceased to be a related party from 11 June 2020.
Subsequent to the period end, IP Group plc further reduced its holding to
0.02%.
Alan Aubrey and Robert Trezona will continue to serve in their roles as
Non-Executive Directors until 28 September 2020. Transactions with IP Group
plc during the period 1 July 2019 until 11 June 2020 amounted to £60,978
(2019: £83,000) comprising primarily of Non-Executive Director fees of
£37,912 (2019: £40,000), disbursements and other expenses of £8,065 (2019:
£3,000), recruitment fees £15,000 (2019: £20,000), and corporate finance
fees of £nil (2019: £20,000).
INDEPENDENT REVIEW REPORT TO Ceres power holdings plc
Introduction
We have been engaged by the Company to review the condensed set of financial
statements in the interim financial report for the twelve months ended 30 June
2020 which comprises the Consolidated Statement of Profit and Loss and
Comprehensive Income, Consolidated Statement of Financial Position,
Consolidated Cash Flow Statement and the Consolidated Statement of Changes in
Equity.
We have read the other information contained in the interim financial report
and considered whether it contains any apparent misstatements or material
inconsistencies with the information in the condensed set of financial
statements.
Directors' responsibilities
The interim report, including the financial information contained therein, is
the responsibility of and has been approved by the directors. The directors
are responsible for preparing the interim report in accordance with the rules
of the London Stock Exchange for companies trading securities on AIM which
require that the interim report be presented and prepared in a form consistent
with that which will be adopted in the Company's annual accounts having regard
to the accounting standards applicable to such annual accounts.
Our responsibility
Our responsibility is to express to the Company a conclusion on the condensed
set of financial statements in the interim financial report based on our
review.
Scope of review
We conducted our review in accordance with International Standard on Review
Engagements (UK and Ireland) 2410, ''Review of Interim Financial Information
Performed by the Independent Auditor of the Entity'', issued by the Financial
Reporting Council for use in the United Kingdom. A review of interim
financial information consists of making enquiries, primarily of persons
responsible for financial and accounting matters, and applying analytical and
other review procedures. A review is substantially less in scope than an
audit conducted in accordance with International Standards on Auditing (UK)
and consequently does not enable us to obtain assurance that we would become
aware of all significant matters that might be identified in an audit.
Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to
believe that the condensed set of financial statements in the interim
financial report for the twelve months ended 30 June 2020 is not prepared, in
all material respects, in accordance with the rules of the London Stock
Exchange for companies trading securities on AIM.
Use of our report
Our report has been prepared in accordance with the terms of our engagement to
assist the Company in meeting the requirements of the rules of the London
Stock Exchange for companies trading securities on AIM and for no other
purpose. No person is entitled to rely on this report unless such a person
is a person entitled to rely upon this report by virtue of and for the purpose
of our terms of engagement or has been expressly authorised to do so by our
prior written consent. Save as above, we do not accept responsibility for
this report to any other person or for any other purpose and we hereby
expressly disclaim any and all such liability
BDO LLP
Chartered Accountants
Guildford
BDO LLP is a limited liability partnership registered in England and Wales
(with registered number OC305127).
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