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Thursday 20 August, 2009

Antonov PLC

Half Yearly Report

RNS Number : 7207X
Antonov PLC
20 August 2009
 



ATV.L


Antonov plc ('the Company' or 'the Group')

Unaudited Interim Results for the

six months ended 30 June 2009


Key Points:



Agreement signed to form joint venture with Chong Qing Landai Industries Co., Ltd ('Landai') to manufacture and distribute the TX6 transmission in China



First Lifan 620 car now in Warwick Technical Centre as part of the Agreement secured with Lifan 



Industry (Group) Co., Ltd and Landai.



Revenue for the period of £136k (2008: £ 214k)



Loss for the period reduced to £497k (2008: £962k)



Funding facilities of €17.97m available at 30 June 2009.


Jos Haag, Antonov's Chairman and CEO, commented:

'Following our strategic review and reorganisation in January this year we have achieved significant commercial and technical progress in the first six months, securing a joint venture partner and committed funding to bring the TX6 to production in China. We have further strengthened our core capabilities in the UK and increased our presence in Chong Qing with new offices and recruitment of technical personnel. Our energies are firmly directed to deliver the engineering programme on time. '



For further information please contact:


Dr Jos Haag, Executive Chairman 

Antonov plc

+44 1926 455 800

+31 651 561 767


Tony Rawlinson/Antony Legge 

Dowgate Capital Advisers Limited

+44 20 7492 4777


Shane Dolan 

Biddicks

+44 20 7448 1000


Company's website:

www.antonovplc.com

Chairman and Chief Executive Officer's Report

Introduction

I am very pleased to report good progress during the first half of the current financial year, in particular as we have successfully completed the reorganisation and refocusing of the business following the changes to the Board and management announced earlier in the year. 

Operations review

During the first half of the current financial year we implemented a number of actions designed to strengthen the commercial position of the Company. In January 2009, the Company initiated a restructuring of its operations designed to reduce its cost base by around £1.0 million per annum, and in February 2009, the Company announced that its strategy had been adjusted to focus more on developing commercial opportunities with a short time to market and by securing commercial engineering projects.  

As part of this programme we pushed forward with our intense marketing efforts in China to secure commitment from potential customers for the TX6 automatic transmission. Technical targets for the TX6 have been achieved, including shift quality and drive comfort; noise; efficiency and fuel consumption; and manufacturing feasibility, and a demonstration vehicle with the TX6 automatic transmission was shipped to China in November 2008 for the purposes of marketing and securing purchase agreements for the TX6 from potential customers. Durability testing has been successfully completed at 50,000 km and it is planned to continue this to the 70,000 km level in the coming period.

As a result of these efforts, on 27 May 2009, we signed a three party agreement with Chongqing Landai Industry Co. Ltd (Landai), one of the leading manufacturers of transmissions in China and Lifan Industry (Group) Co. Ltd (Lifan), who manufacture cars in China. This agreement was for the installation of the TX6 automatic transmission into a Lifan 620 vehicle, which will be used as demonstration vehicle.Lifan, as a preferred customer for the TX6 are expected to place an order for the first batch of the transmissions to be produced. The vehicle arrived in the UK in late July and the technical programme is now under way.

On 5 June 2009 we signed an agreement with Landai to form a joint venture for the manufacture and distribution of the TX6 transmission. The joint venture's manufacturing plant will be established at Landai's new site in Chongqing and is expected to have the capacity to manufacture at least 200,000 transmissions per year, with production expected to commence in the course of 2011. We are currently in the process of finalising the establishment of the joint venture legal entity in China. In the meantime, Antonov and Landai are already working closely together to market the transmission. Initial discussions with some prospective customers in China have been positive and Landai has already started working on production plans, obtaining cost estimates and sourcing part suppliers for the transmission.

Financial review

Group revenues for the first half period to 30 June 2009 were £136k as compared £214k for the corresponding period in 2008. Revenues comprise engineering services fees in relation to engineering services and units for the 2 speed product. Operating expenses before capitalisation of development costs for the period ended 30 June 2009 were £2,069k (£1,552k after capitalisation) and includes £200k in respect of reorganisation costs, compared to £3,046k (£1,174k after capitalisation) for the period ended 30 June 2008, reflecting an underlying reduction in operating costs of £977k. The loss from operations increased to £1, 459k (period ended 30 June 2008: £962k), reflecting lower levels of capitalised costs in the current period. 

In the year to 31 December 2008, the Company fully impaired all costs previously capitalised, resulting in an impairment charge of £6,986k. However, in light of the joint venture formation agreement with Landai, we have reviewed the carrying value of intangibles related to the TX6 transmission and have determined to reverse £962k of that impairment charge in this first half, which has resulted in a net loss of £497k as compared with a net loss of £962k in the corresponding period in 2008.

With regard to funding, we continue to rely on access to funding under our agreements with Quivest B.V.. Shareholders approved a reorganisation of the Company's share capital in February 2009, which resulted in a reduction in the nominal value of the shares, and subsequently we entered into a share finance facility with Quivest B.V for €20 million to support our current and future working capital needs. We also signed a second agreement with Quivest B.V for a loan facility of €15 million to fund the manufacturing joint venture in China.

The funding arrangements result in the Company issuing shares on a frequent and regular basis. In order to have these shares admitted to trading on Euronext Amsterdam, the Company was required to publish a prospectus. Considerable management time and effort was devoted to this matter during the first half and the prospectus was published on 23 July 2009.

The company has a total available funding facility of €17.97 million in place at the end of June 2009 under its share finance facility, as well as the loan facility of €15 million, with no obligations related to external loans or borrowings.

Board Changes

John Moore and Christopher Ross both stepped down from their roles as Chief Executive and Chairman, respectively, in January 2009 as part of the change in the Company's strategy, at which time I was appointed Executive Chairman and Chief Executive Officer. In February, Bernd Ramler was appointed as a non-executive director. The Company is taking steps to ensure that a further independent non-executive director is appointed in the near future.


Principal risks and uncertainties

The principal risks and uncertainties set out on page 11 of the Annual Report and Financial Statements for the year ended 31 December 2008 remain the same for the Interim Condensed Consolidated Financial Statements and the remaining half year to 31 December 2009. Those risks and uncertainties comprise: foreign currency risk; market risk; technological risk; patent protection; relationships; commercialisation; going concern and liquidity.


Statement of directors' responsibilities

The Directors confirm that to the best of their knowledge, this set of condensed consolidated interim financial statements has been prepared in accordance with IAS34 Interim Financial Reporting, as adopted by the European Union, and that the interim management report herein includes a fair review of the information required by the Disclosure and Transparency Rules of the UK's Financial Services Authority, paragraphs DTR 4.2.7 and 4.2.8. 


Directors:



Dr Jos E. Haag,

Executive Chairman and Chief Executive Officer


Mr Mory Motabar,

Interim Chief Financial Officer


Mr Bernd W. Ramler,

Non-executive director


For and on behalf of the directors:

Dr J E Haag, Executive Chairman



INTERIM CONSOLIDATED INCOME STATEMENT








Six months ended 

30 June 

2009

Six months ended 

30 June 

2008

Year ended 

31 December 2008


Note

Unaudited

£'000

Unaudited

£'000

Audited

£'000

Revenue


136

214

339

Cost of sales


(43)

(2)

(7)

Gross profit


93

212

332

Operating expenses


(1,552)

(1,174)

(3,128)

Loss from operations


(1,459)

(962)

(2,796)

Impairment credit/(charge)


962

0

(6,986)

Loss before tax


(497)

(962)

(9,782)

Taxation


0

0

0

Loss for the period


(497)

(962)

(9,782)






Loss per share





  - Basic and diluted (pence)

5

(4p)

(1.5p)

(14.3p)


The notes on pages 5 to 12 form part of these financial statements.



INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 








Six months ended 

30 June 

2009

Six months ended 

30 June 

2008

Year ended 

31 December 2008



Unaudited

£'000

Unaudited

£'000

Audited

£'000

Loss for the period


(497)

(962)

(9,782)

Exchange differences on translation of foreign operations

(201)

156

56

Total comprehensive loss for the period 

(698)

(806)

(9,726)



The notes on pages 5 to 12 form part of these financial statements.


INTERIM CONSOLIDATED STATEMENT OF EQUITY

 

Share capital

Share premium

Unlisted Warrant Reserve

Capital redemption reserve

Foreign exchange reserve

Warrant reserve

Retained losses

Total equity


 

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Unaudited









Balance at 1 January 2008 

10,586

29,458

-

2,587

76

370

(38,864)

4,213

Loss for the period 

-

-

-

-

-

-

(962)

(962)

Other comprehensive income (loss)

-

-

-

-

429

-

(408)

21

Total comprehensive loss for the period

-

-

-

-

429

-

(1,370)

(941)

Increase in share capital

3,102

2,286

-

-

-

-

-

5,388

Share issue costs

-

(602)

-

-

-

-

-

(602)

Share based payment

-

-

-

-

-

-

133

133

Balance at 30 June 2008 

13,688

31,142

-

2,587

505

370

(40,101)

8,191

Audited









Balance at 1 January 2008 

10,586

29,458

-

2,587

76

370

(38,864)

4,213

Loss for the year

-

-


-

-

-

(9,782)

(9,782)

Other comprehensive income (loss)

-

-


-

44

-

-

44

Total comprehensive loss for the year

-

-

-

-

44

-

(9,782)

(9,738)

Increase in share capital

6,839

2,843

-

-

-

-

-

9,682

Share issue costs

-

(1,307)

-

-

-

-

-

(1,307)

Creation of unlisted warrants reserve


(715)

715

-

-

-

-

-

Share based payment

-

-

-

-

-

-

218

218

Balance at 31 December 2008 

17,425

30,279

715

2,587

120

370

(48,428)

3,068

Unaudited









Balance at 1 January 2009 

17,425

30,279

715

2,587

120

370

(48,428)

3,068

Loss for the period

-

-

-

-

-

-

(497)

(497)

Other comprehensive income (loss)

-

-

-

-

(98)

-

-

(98)

Total comprehensive loss for the period

-

-

-

-

(98)

-

(497)

(595)

Increase in share capital

615

2,848

-

-

-

-

-

3,463

Share issue costs

-

(3,123)

-

-

-

-

-

(3,123)

Share based payment

-

-

-

-

-

-

10

10

Balance at 30 June 2009 

18,040

30,004

715

2,587

22

370

(48,915)

2,823



All amounts are attributable to equity holders of the parent.


The notes on pages 5 to 12 form part of these financial statements.


INTERIM CONSOLIDATED BALANCE SHEET



Six months ended 

30 June 2009

Six months ended 

30 June 2008

Year ended 

31 December 2008


Note

Unaudited

£'000

Unaudited

£'000

Audited

£'000

ASSETS





Non-current assets





Property, plant and equipment (PPE)


244

630

315

Intangible assets

6

2,273

6,455

872

Total non-current assets


2,517

7,085

1,187

Current assets





Inventories


-

100

-

Trade and other receivables


248

536

103

Prepayments


1,116

2,940

2,928

Cash and short term deposits

8

123

126

500

Total current assets


1,487

3,702

3,531

Total assets


4,004

10,787

4,718

LIABILITIES AND EQUITY





Current liabilities





Trade and other payables

8

1,181

2,596

1,650

Total current liabilities


1,181

2,596

1,650

Total liabilities


1,181

2,596

1,650

Equity attributable to equity holders of the parent company





Share capital

9

18,040

13,688

17,425

Share premium reserve


30,004

31,142

30,279

Capital redemption reserve


2,587

2,587

2,587

Foreign exchange reserve


22

505

120

Unlisted warrants reserve


715

0

715

Warrant reserve


370

370

370

Retained losses


(48,915)

(40,101)

(48,428)

Total equity


2,823

8,191

3,068

Total liabilities and equity


4,004

10,787

4,718



The notes on pages 5 to 12 form part of these financial statements.


INTERIM CONSOLIDATED CASH FLOW STATEMENT




Six months ended 

30 June 2009

Six months ended 

30 June 2008

Year ended 

31 December 2008




Unaudited

£'000

Unaudited

£'000

Audited

£'000

Operating activities





Loss before tax


(487)

(962)

(9,782)

Adjustments for:





Depreciation


72

71

179

Amortisation


30

181

71

Loss on disposal of tangible assets


0

0

145

IIImpairment of tangible assets


(962)

0

6,986

Share-based payments - stock options


46

134

138

Share-based payments - non cash payments


120

0

26




(694)

386

7,545

Adjustments for non cash movements:





Exchange movements


(201)

156

56




(201)

156

56

Cash flow from operations before changes in 





working capital and provisions


(1,382)

(420)

(2,181)

(Increase)/Decrease in trade and other receivables **


(184)

60

1,220

(Increase)/Decrease in inventories


0

(65)

35

(Decrease)/Increase in trade and other payables 


(349)

219

(673)




(533)

214

582

Net cash outflow from operating activities


(1,915)

(1,494)

(1,599)

Investing activities





Payments to acquire PPE


(1)

(192)

(129)

Payments to acquire intangible assets


(60)

(240)

(70)

Capitalisation of development costs


(517)

(1,872)

(3,123)




(578)

(2,304)

(3,322)

Financing activities





Proceeds from issue of ordinary shares


2,116

2,538

5,323




2,116

2,538

5,323

(Decrease)/Increase in cash 


(377)

(143)

402

Cash and cash equivalents at the beginning of the period


500

226

98

Cash and cash equivalents at the end of the period


123

83

500


** Excludes prepaid items settled with the issue of equity


The notes on pages 5 to 12 form part of these financial statements.


Notes to the Financial Statements


1    Corporate Information

Antonov plc is a public limited liability company incorporated in the United Kingdom under the Companies Act 1985. The address of the registered office is 2 Hawkes Drive, Heathcote Industrial Estate, Warwick, Warwickshire, CV34 6LX. The parent company's shares are publicly traded on AIM (The Alternative Investment Market of the London Stock Exchange) with a secondary listing on Euronext Amsterdam.


2    Basis of preparation and statement of compliance

The results for the six months to 30 June 2009 have been prepared in accordance with IAS34, Interim Financial Reporting, as adopted by the European Union. 


The results for the six months to 30 June 2009 and 2008 are unaudited and not reviewed. The interim results do not constitute statutory accounts as defined in section 435 of the Companies Act 2006. These interim results do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Group's annual financial statements at 31 December 2008. The results for the full year 2008 have been taken from the Group's 2008 Annual Report and Accounts. The auditor has reported on the 2008 financial statements and the report contained an emphasis of matter statement under section 498(3) of the Companies Act 2006 regarding the Group's going concern. The Group's 2008 Report and Accounts have been filed with the Registrar of Companies.


Statement of compliance with AIM Rule 31

The Company is quoted on AIM and, as such under AIM Rule 31 is required to:

Have in place sufficient procedures, resources and controls to enable its compliance with the AIM Rules;

Seek advice from its nominated adviser ('Nomad') regarding its compliance with Aim Rules whenever appropriate and take that advice into account;

Provide the Company's Nomad with any information it requests in order for the Nomad to carry out its responsibilities under the AIM Rules for Companies and the AIM Rules for Nominated Advisers;

Ensure that each of the Company's Directors accepts full responsibility, collectively and individually, for compliance with the AIM Rules and;

Ensure that each director discloses without delay all information which the Company needs in order to comply with AIM Rule 17 (Disclosure of Miscellaneous Information) insofar as that information is known to the director or could with reasonable diligence be ascertained by the director.

In order to ensure that these obligations are being discharged the Board has established a committee of the board (the 'AIM Committee'), chaired by Dr J.E. Haag, Executive Chairman and Chief Executive Officer of the Company.


Having reviewed relevant Board papers, and met with the Company's Executive Board and the Nomad to ensure that such is the case, the AIM Committee is satisfied that the Company's obligations under AIM Rule 31 have been satisfied during the period under review.

Going concern

The accounts have been prepared on a going concern basis which assumes that the Group will continue in operational existence for the foreseeable future.

At 30 June 2009, the Group had cash of £­­­123k (30 June 2008: £126, 31 December 2008: £500k) and an undrawn committed share finance facility of €17,970k, approximately £15,280k, (30 June 2008: €23,300k, approximately £18,400k, 31 December 2008: €16,735k, approximately £16,248k), and the Group incurred a loss for the six months ended 30 June 2009 of £497k (six months ended 30 June 2008: £962k , year ended 31 December 2008: £9,782k). The impact of global economic conditions on potential customers and the resultant effect on the estimated time to market for the Group's products are described in the Chairman and Chief Executive's Report, as are the actions taken by the Directors to adapt their strategy and reduce costs. 

The committed share finance facility was replaced with a new €20 million share finance facility and a €15 million credit facility on 18 February 2009, with Quivest B.V. ('Quivest'). Under the terms of the share finance facility the Group is entitled to draw down a minimum of €250k per month and a maximum of €600k per month. During the six months ended 30 June 2009 the Group received €2,230 from its share finance facilities (six months ended 30 June 2008: €3,075, year ended 31 December 2008: €6,575) and since 30 June 2009 the Group has received further funding of €450k from the 18 February 2009 share finance facility. The Directors have prepared cash flow forecasts to 31 December 2010 which show that the Group can operate within its share finance facility.

Quivest's business is the provision of financing and acquiring and disposing of investments and the Equity Facility and Loan Facility as described above are both being provided by Quivest acting as principal. In the current financial environment there can be no guarantee that future funding will be forthcoming from Quivest. The ability of Quivest to meet its obligations under the share finance facility and the credit facility is dependent in turn on it continuing to have access to sufficient funds. The directors have concluded that the combination of these circumstances represents a material uncertainty that may cast significant doubt upon the Group's and Company's ability to continue as a going concern. However, the board of Antonov plc takes comfort from Quivest's historical support and track record in providing the necessary funding to the Group when requested and the directors are of the opinion that through its funding facilities with Quivest, it has access to sufficient working capital for its foreseeable requirements. Accordingly, the directors have concluded that it is appropriate for the accounts to be prepared on a going concern basis.

3    Accounting policies

The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group's annual financial statements for the year ended 31 December 2008, except for the adoption of new standards and interpretations as of 1 January 2009, noted below:

IFRS2 Share-based payment - vesting conditions and cancellations


The standard has been amended to clarify the definition of vesting conditions and to prescribe the accounting treatment of an award that is effectively cancelled because a non-vesting condition is not satisfied. The adoption of this amendment did not have any impact on the financial position or performance of the Group.

IFRS 8 Operating segments


This standard requires disclosure of information about the Group's operating segments and replaces the requirement to determine primary (business) and secondary (geographical) reporting segments of the Group. Adoption of this standard did not have any effect on the financial position or performance of the Group. The Group determined that the operating segments were the same as the business segments previously identified under IAS 14 Segmental Reporting (Note 4).

IAS1 Revised presentation of financial statements


The revised standard separates owner and non-owner changes in equity. The Statement of Changes in Equity includes only details of transactions with owners, with non-owner changes in equity presented as a single line. In addition, the standard introduces the Statement of Comprehensive Income: it presents all items of recognised income and expense, either in one single statement, or in two linked statements. The Group has elected to present two statements.


4    Segment information

For management purposes, the Group is organised into business units based on their products and services and has one reportable operating segment, which is the development and commercialisation of Antonov patented technologies. Therefore, all revenues, assets and liabilities and all other costs relate to this one business segment for the six months ended 30 June 2009 and 2008 and the year ended 31 December 2008.


5    Loss per share


Six months ended 

30 June 

2009

Six months ended 

30 June 

2008

Year ended 

31 December

2008






Unaudited

£'000

Unaudited

£'000

Audited

£'000





Basic and diluted loss per share

(4p)

(1.5p)

(14.3p)





Numerator




Loss for the period

(497)

(962)

(9,782)

Loss used in basic EPS and diluted EPS

(497)

(962)

(9,782)


Number of shares

Number of shares

Number of shares

Denominator




Weighted average number of shares used in basic and diluted EPS *

10,735,977

64,538,837

68,446057


Number of shares

Number of shares

Number of shares

Contingently issuable shares




Share options

180,500

2,257,313

2,055,000

Warrants

6,256,318

10,648,349

15,567,103

Total contingently issuable shares

6,436,818

12,905,662

17,622,103

* Following the Share Capital Consolidation on 8 May 2009 (Note 9)


All the contingently issuable shares have been excluded in the calculation of the weighted average number of shares for diluted EPS as they are anti-dilutive for the periods presented. 


The ordinary shares issued after 30 June 2009 are detailed below:



Number of shares



Issued under the terms of the share finance facility agreements

755,539


755,539



6        Intangible assets


Development costs


Software


Patent and trademark application costs


Total


£'000


£'000


  £'000


£'000

At 30 June 2008








Cost

5,735


19


  3,410


  9,164

Accumulated amortisation

-


(19)


  (2,690)


  (2,709)

Net book value

5,735


-


  720


6,455

At 31 December 2008








Cost

6,986


19


1,837


8,842

Accumulated amortisation

(6,986)


(19)


(965)


(7,970)

Net book value

-


-


872


872

At 30 June 2009








Cost

7,503


-


  1,586


9,089

Accumulated amortisation

(6,024)


-


  (792)


(6,816)

Net book value

1,479


-


  794


2,273

Period ended 30 June 2008








Opening net book value

3,863


-


661


4,524

Additions








Internally developed

1,872


-


240


2,112

Impaired during the period

-


-


-


-

Amortisation

-


-


(181)


(181)

Exchange differences

-


-


-



Closing net book value

5,735


-


720


6,455

Year ended 31 December 2008








Opening net book value

3,863


-


661


4,524

Additions








Internally developed

3,123


-


70


3,193

Impaired during the year

(6,986)


-


-


(6,986)

Amortisation

-


-


(71)


(71)

Exchange differences

-


-


212


212

Closing net book value

  -


-


872


  872

Period ended 30 June 2009








Opening net book value

-


-


872


872

Additions








Internally developed

517


-


60


577

Impairment reversal in the period

962


-


-


962

Amortisation

-


-


(30)


(30)

Exchange differences

-


-


(108)


(108)

Closing net book value

1,479


-


794


  2,273


At 30 June 2009 the Group had no contractual commitments for development or other intangible fixed assets (30 December 2008: £nil. 30 June 2008: £nil).


An impairment review was conducted as at 31 December 2008 in respect of development costs, which resulted in the decision to fully impair all costs previously capitalised. Senior management considered the requirements of IAS 38 'Intangible Assets' and concluded that there was insufficient evidence of probable future economic benefit to justify the carrying value of the investment. In arriving at this conclusion the Directors considered the delay experienced in establishing a Joint Venture in China to manufacture the TX6 transmission and the consequent absence of firm production forecasts and sales commitments. In respect of the 2-speed technology, sales of the Supercharger product were lower than anticipated. 

A further impairment review was carried out by senior management at 30 June 2009, with consideration given to commercial and technical developments taking place since 31 December 2008. It was determined that in respect of the 2-speed technology, no significant change had occurred and that the carrying value of £1,489k should remain fully impaired. In respect of the 6-speed automatic transmission (TX6), the directors determined there is sufficient evidence of probable future economic benefit to justify reversing the impairment of £962k of development costs incurred in the period August to December 2008. This amount was included in the £5,497k of TX6 costs previously capitalised and fully impaired at 31 December 2008. This evidence also supports capitalisation of £517k of costs incurred in the six months to 30 June 2009. 

In arriving at the decision to partially reverse the impairment of TX6 development costs and to capitalise costs incurred in 2009, the directors considered the significant commercial progress achieved in the period, including the signing of an agreement to form a joint venture (JV) with Chong Qing Landai Industries Co., Ltd on 5 June 2009 for the manufacture of the TX6. The agreement includes a commitment for the JV to fund the remaining development work required for the TX6 to reach production, and plans for annual production capacity of a minimum of 200,000 units. The directors also considered the Cooperation agreement signed in May with Lifan Industry (Group) Co., Ltd, a Chinese vehicle manufacturer, to include their Lifan 620 vehicle in the production engineering programme in return for preferred customer status. In addition to commercial progress the directors also considered the significant progress achieved toward finalising a production intent design.

In the six months to 30 June 2009 £517k (six months to 30 June 2008 £1,872k; year ended 31 December 2008 £3,123k) of development costs have been capitalised.

7    Subsidiaries

The principal subsidiaries of Antonov Plc, all of which have been included in these consolidated financial statements, are as follows:


Name

Country of incorporation and operation

Ownership interest 

Nature of business

Parent

Status

Antonov Automotive Technologies BV (AAT)

The Netherlands

100%

Licensing

Antonov Plc

Non-trading

Antonov Automotive Technologies Ltd 

United Kingdom

100%

Design, research & development, sales & marketing

Antonov Plc

Trading

Antonov Automotive Europe BV

The Netherlands

100%

Licensing

AAT

Liquidated on 8 April 2009

Antonov Automotive Far East BV

The Netherlands

100%

Licensing

AAT

Liquidated on 8 April 2009

Antonov Automotive North America BV

The Netherlands

100%

Licensing

AAT

Liquidated on 8 April 2009

Antonov Automotive Technologies SARL

France

100%

Research & Development

AAT

Liquidated on 4 March 2008

Antonov Automotive Technologies (Chong Qing) Limited

China

100%

Sales & Marketing

Antonov Plc

Trading


8    Financial assets and liabilities - Numerical information

Maturity of financial liabilities

The carrying amounts of financial liabilities, covering trade and other payables, all of which are exposed to cash flow or fair value interest rate risk, are repayable as follows:


30 June 2009

£'000

30 June 2008

£'000

31 December 2008

£'000

Within one year

1,181

2,596

1,650


1,181

2,596

1,650

These financial liabilities have a maturity date of less than 90 days.

Borrowing facilities

The Group has undrawn committed borrowing facilities of €15 million available at 30 June 2009 (30 June 2008: £Nil, 31 December 2008: £Nil).

Interest rate risk

The Group had no loans or other borrowings during the year.

Fair values

The book value and fair value of financial assets and liabilities are as follows:


Book value 

Fair value

Book value 

Fair value

Book value 

Fair value


30 June 2009

30 June 2008

31 December 2008


£000

£000

£000

£000

£000

£000

Cash

123

123

126

126

500

500

Trade debtors

248

248

536

536

103

103

Trade and other payables

1,181

1,181

2,596

2,596

1,650

1,650


To the extent that financial assets are not carried at fair value in the consolidated balance sheet, book value approximates to fair value at 30 June 2009 and 2008 and at 31 December 2008.

9    Share capital


Authorised


30 June 2009

30 June 2008

31 December 2008


Number

£'000

Number

£'000

Number

£'000

Ordinary shares of 10p each

80,000,000

8,000

-

-

-

-

Ordinary shares of 20p each



90,000,000

18,000

90,000,000

18,000

Deferred shares of 19p each

92,142,402

88,000

-

-

-

-


Issued and fully paid


30 June 2009

30 June 2008

31 December 2008


Number

£'000

Number

£'000

Number

£'000

Ordinary shares of 10p each







At beginning of period

-

-

-

-

-

-

Consolidation of 1p shares into 10p shares

11,763,009

1,176

-

-

-

-

Issue of shares

1,291,132

129

-

-

-

-

At end of period

13,054,141

1,305

-

-

-

-








Deferred shares of 19p each







At beginning of period

-

-

-

-

-

-

Issue of shares

88,076,193

16,734

-

-

-

-

At end of period

88,076,193

16,734

-

-

-

-








Ordinary shares of 1p each







At beginning of period

-

-

-

-

-

-

Reorganisation of 20p shares into 1p Ordinary Shares and 19p Deferred Shares

88,076,193

881

-

-

-

-

Issue of shares

29,553,897

296

-

-

-

-

Consolidation of 1p shares into 10p shares

(117,630,090)

(1,176)

-

-

-

-

At end of period

-

-

-

-

-

-








Ordinary shares of 20p each







At beginning of period

87,123,812

10,586

52,931,152

10,586

52,931,152

8,728

Issue of shares

952,381

190

14,668,056

2,934

33,351,020

6,671

Exercise of warrants

-

-

841,640

168

841,640

168

Reorganisation of 20p shares into 1p Ordinary Shares and 19p Deferred Shares

(88,076,193)

(10,776)





At end of period

-

-

68,440,848

13,688

87,123,812

17,425


In the six months ended 30 June 2009 a total of 4,341,760 shares were issued (on a post-1:10 consolidation basis), of which 3,226,144 were issued in connection with cash received under the share financing agreements, resulting in total proceeds of €2.23m.

The Group entered into a new share financing facility with Quivest BV ('Quivest') on 18 February 2009, the terms of which require the parent Company to issue shares and unlisted warrants in return for funds received. Under the terms of the Equity Facility, the Group is able to draw down funds to a maximum of €600k per month. In return, new ordinary shares of 1 pence each are issued at an effective price of 93.4% of the average closing price on Euronext over the five days preceding the draw down. A commission is also payable in new ordinary shares, equal to 8 per cent of the value of each individual draw down. Quivest also receive unlisted warrants on each draw down to subscribe for additional shares (being 40 per cent. of those received under the draw down) at a 15 per cent premium to the then market price. Quivest are a substantial shareholder of the Group and are therefore classed as a related party.

Capital Reorganisation

On 16 February 2009 the shareholders approved the sub-division of existing Ordinary Shares of 20 pence each into one New Ordinary Share of 1 pence each and one Deferred Share of 19 pence each. The New Ordinary Shares have attached to them the same rights (including as to voting, dividends and on a return of capital) as the Ordinary Shares. The remaining authorised but unissued Ordinary Shares of 20 pence each were subdivided into twenty authorised but unissued New Ordinary Shares of one pence each. 

The Deferred Shares are effectively valueless as they carry no rights to vote or dividend rights. In addition, holders of Deferred Shares will only be entitled to a return of capital or on a winding up of the Company after each of the holders of New Ordinary Shares has received a payment of £ 1,000,000 each on each such share. The Deferred Shares are not listed on AIM or Euronext Amsterdam and are not transferable without prior written consent of the Directors of the Company. 

The issued and fully paid share capital immediately before and following the reorganisation on 16 February 2009 is as follows:




Issued and fully paid

 

 

Number

£'000

Prior to reorganisation 16 February 2009:




Ordinary shares of 20p each


 88,076,193 

  17,615 



88,076,193 

  17,615 

Following reorganisation 16 February 2009:




New Ordinary Shares of 1p each


 88,076,193 

  881 

Deferred Shares of 19p each


 88,076,193 

  16,734 



176,152,386 

  17,615 


At the Annual General Meeting (AGM) held on 6 May 2009 the shareholders approved an increase in the authorised share capital of the Company from £20,326,103.99 to £25,507,056.38 by the creation of 518,095,239 new Ordinary Shares of 1 pence each. At the same meeting shareholders also approved the consolidation of all the 800,000,000 issued and authorised but unissued Ordinary Shares of 1 pence each on the basis of one Ordinary Share for every ten issued and authorised but unissued Ordinary Shares of 1 pence each. The consolidation was effective 8 May 2009.

The issued and fully paid share capital immediately before and following the reorganisation on 8 May 2009 is as follows:



Issued and fully paid

 

 

Number

£'000

Prior to consolidation 8 May 2009:




Ordinary shares of 1p each


117,630,090

1,176

Deferred Shares of 19p each


 88,076,193 

  16,734 



205,706,283

  17,910 

Following consolidation 8 May 2009:




New Ordinary Shares of 10p each


11,763,009

1,176

Deferred Shares of 19p each


 88,076,193 

  16,734 



99,839,202

  17,910 


10    Related party transactions

Trading transactions

During the six months to 30 June 2009, Group companies entered into no transactions with related parties who are not members of the Group (30 June 2008 £nil, 31 December 2008 £nil).

The Group is dependent upon its significant shareholder for funding. The funds provided by this shareholder were as follows:


Six months ended 30 June 2009

Six months ended 30 June 2008

Year ended 

31 December 2008

Shareholder

£'000

Unaudited

£'000

Unaudited

£'000

Audited

Quivest BV

2,230

2,500

5,323


11    Post balance sheet events

There are no events occurring subsequent to 30 June 2009 which require disclosure.


This information is provided by RNS
The company news service from the London Stock Exchange
 
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