PureCircle Limited | Int...esults | FE InvestEgate
3/16/2015
PureCircle Limited | Interim Results | FE InvestEgate
PureCircle Limited
Interim Results RNS Number : 4720H PureCircle Limited 16 March 2015
PureCircle Limited ("PureCircle" or the "Company") Interim results for the six months ended 31 December 2014 PureCircle (LSE: PURE) the world's largest producer and marketer of high purity stevia today announces its unaudited interim results for the six month period from 1 July 2014 to 31 December 2014 ("1H FY 15"). The unaudited financial statements comprising the profit and loss and cashflow statements for the six months to 31 December 2014 ("1H FY15") along with the balance sheet as at 31 December 2014 are set out below, together with the unaudited profit and loss and cashflow comparatives for the six months to 31 December 2013 ("1H FY14"). SUMMARY FINANCIALS Period ended 31 December (US$m)
1H FY15
1H FY14
Change
Sales Gross margin Operating profit** EBITDA** Net result after tax
43.2 14.5 3.5 6.4 (0.9)
34.9 12.3 2.9 5.2 (1.9)
24% 18% 21% 24% 53%
Net debt Net assets Net assets per share (US cents)
(52) 188 1.1
(85) 141 0.9
39% 33% 29%
** Operating profit and EBITDA are as per segmental reporting on page 13. The full profit and loss account is detailed on page 4.
Sales: Sales of $43m increased 24% over 1H FY14 ($35m). There was growth in sales in all of our global sales regions. Gross margin: Gross margin increased 18% to $14.5m. Gross margin % of 34% was consistent with 1H FY14 (35%). EBITDA: EBITDA increased 24% in line with sales revenues to $6.4m. EBITDA improvements are after $1.5m increased SG&A investment in PCL's operational management and global customer service infrastructure, including in-‐region application capacity, to support anticipated future sales growth. Net Result after Tax: 1H FY15 net result of ($0.9m) represented a $1m (53%) improvement on 1H FY14. The net result reflects $1.2m improved EBITDA, $0.6m increased Long Term Incentive Plan (LTIP) costs, $3m adverse foreign exchange movements and $3.8m favourable interest and tax. Net debt: Net debt of $52m is $33m lower than the $85m at 31 December 2013. This reflects $43m November 2014 placement proceeds, offset by increases in inventory production ahead of anticipated H2 and FY16 sales growth. During 1H FY15 the Group successfully restructured its principal bank facilities. $20m of debt was repaid a year early and the balance refinanced onto a new $71m 5 year facility (to September 2019) at a 3% lower interest rate. http://www.investegate.co.uk/ArticlePrint.aspx?id=201503160700104720H
1/18
3/16/2015
PureCircle Limited | Interim Results | FE InvestEgate
Share Placement: In November 2014 the Group issued 5 million new ordinary shares at GBP 5.50 per share raising $43m to fund expansion of its production capacity, described in more detail below.
Interim results for the six months ended 31 December 2014 (continued) BUSINESS DEVELOPMENTS Market: Since the end of FY14 the Stevia market has seen an unparalleled series of milestone F&B product launches and roll-‐outs integrating stevia into mainstream products. High profile Cola roll-‐outs led by Coca-‐Cola Life, Pepsi Next and Pepsi True into major markets like the USA, Mexico, UK, France, Japan and other markets and reformulations across a range of leading carbonated Lemon Lime, Orange and other brands indicate clearly that stevia is now seen as a mainstream sweetener of choice in the Carbonated Soft Drink (CSD) category. The period has also seen a wide range of stevia sweetened product launches from major retailers across Europe and America and iconic brand adoption in categories as diverse as Ketchups, Yogurts and Confectionery. Global brand adoption has been mirrored with growth in product launches by large regional F&B brands across the world: from Chile in the South to Finland in the North and from Japan, China, and Philippines in the East to Mexico in the West. Mintel reports 2,274 new product launches in 2014 taking 5 year launches over 6,000. Mintel report that food product adoption exceeded beverages by number, confirming the widening usage of stevia as a mainstream ingredient. With 4 billion consumers now having regulatory access to stevia, market estimates suggest that the current footprint of products already launched using stevia has the potential to support billion dollar industry when existing launches are rolled out fully across the next 10+ years. Innovation: PureCircle continues to lead stevia innovation with new products and applications designed to meet identified market needs and unlock further demand to help moderate calories naturally. 1H FY15 saw important developments including the successful launch of Sigma D, which has excellent application properties in the dairy sector, and further developments within our proprietary flavor systems. Each of our new developments continue to grow overall market usage and strengthen further our market share. With our strong diversified customer base, our unique breadth of product innovation and application support and our global supply chain and customer support infrastructure already established PureCircle continues to retain and build further market leadership.
Production capacity expansion: With the prospects of sustained long term market growth, PureCircle has started to expand its production capacity so as to meet anticipated future increased volume demand and further sustain market share and its first mover advantage. The PureCircle Board has approved $42m of capital expenditure projects that will increase production capacity of refined stevia sweeteners and natural flavor systems and provide additional investment in next generation stevia innovation. It is expected that $34m of the investment will be for production capacity expansion to come on stream in FY17 with the balance of $8m supporting innovation projects through FY18. The $42m investment will be funded from the $43m November 2014 Placement proceeds described earlier. The production capacity expansion will be centred on the Group's existing Malaysia and China production facilities. Leaf: with growth in end consumer demand, leaf supply has tightened. Prices in China have increased year on year. We are actively managing this long term through leading the diversification of leaf supply outside China. But in the short term higher leaf prices will increase cost of sales.
Interim results for the six months ended 31 December 2014 (continued) Sustainability: In January PureCircle issued the industry's first sustainability report. The report demonstrates the efficient carbon and water footprint of stevia relative to other major sweeteners and tracks progress against the Company's social and environmental goals. The full report may be downloaded at http://purecircle.com/company/corporate-‐social-‐responsibility/ Management and systems: To support management of growth, in 1H FY15 we strengthened our management with the appointment of Jordi Ferre as Chief Operating Officer and implemented an Operating Committee reporting to him with key new hires in Manufacturing, Leaf Development, HR and Planning. At the same time we have strengthened management in each of our key Commercial regions. We also implemented the first stages of Group ERP information systems. http://www.investegate.co.uk/ArticlePrint.aspx?id=201503160700104720H
2/18
3/16/2015
PureCircle Limited | Interim Results | FE InvestEgate
Outlook: Commenting on the 1H FY15 trading, the Group CEO Magomet Malsagov said: the size and breadth of F&B product launches and roll-‐outs in 1H FY15 indicate that stevia is well on the way to becoming an important ingredient for F&B companies wishing to moderate calories. Further the existing footprint of products launched using stevia provides a sound basis for a multi-‐billion $ stevia industry in the years to come. In 1H FY15 we again strengthened our position as market leader with further proprietary product innovation and growth in both delivered sales and project pipelines. With sustained long term growth prospects, PureCircle has started to expand our production capacity and expect this to come on stream in FY17. We are generating revenues from a wide range of natural sweetener and flavor products and from a wide range of customers directly and through our business partners. With accelerating roll-‐outs of food and beverage products using PureCircle's stevia solutions, particularly in the important Carbonated Soft Drink category, the Company is confident of large long term sales growth and with it improvements in profitability. However, until market consumption smooths out, that growth will come with a lumpy sales profile and therefore some volatility: this adds some complexity to our ability to provide guidance in the short term. Magomet Malsagov, CEO +603 2166 2066 William Mitchell, CFO +44 7974 005 163 RFC Ambrian Ltd (NOMAD) Stephen Allen
+61 8 9480 2500
NOTES TO EDITORS
PureCircle is the global leader in the production of high purity Stevia sweeteners and natural flavors. PureCircle is leading the industry with the development of a sustainable, vertically integrated supply chain operating in four continents. Across these regions, PureCircle sources dry stevia leaves, undertakes extraction processes and refines the extract into sweeteners which it markets as a mainstream ingredient to Food and Beverage manufacturers worldwide. PureCircle provides a sustainable cash crop for rural farming communities in each region and works closely with these communities to maximize the social, economic, and environmental benefits of its operations. PureCircle's investment in research and development has given it a leadership position in the Stevia industry and its scientists are globally recognized experts in their field. PureCircle has pioneered the industry trust mark "Stevia PureCircle" that educates consumers about the benefits of Stevia and provides a strong base of trust for both consumers and Food & Beverage companies alike. PureCircle also funds the Global Stevia Institute (globalsteviainstitute.com) which provides a global platform for stevia education and outreach, led by internationally recognized health professionals. PureCircle's corporate offices are located in Chicago, USA; Asuncion, Paraguay; Kuala Lumpur, Malaysia; Ganzhou, China; Shanghai, China and Kericho, Kenya. PureCircle is listed on the London Stock Exchange AiM market under the ticker symbol: PURE. For more information on PureCircle, visit: www.purecircle.com.
Condensed consolidated statement of comprehensive income for the period ended 31 December 2014 Unaudited Notes
Six months ended 31 December
31 December
2014
2013
USD'000
USD'000
Continuing operations Revenue
43,228
34,851
Cost of sales
(28,435)
(22,596)
Gross profit
14,793
12,255 2,057
Other income
6
148
Other expenses
7
(1,348)
-‐
(13,693)
(11,782)
Administrative expenses Finance income
12
180
Finance costs
(3,768)
(4,537)
Share of loss of joint ventures
(516)
(532)
(4,372)
(2,359)
Loss before taxation Income tax credit Loss for the period
15
3,445
470
(927)
(1,889)
(5,646)
(1,160)
Other comprehensive income (net of tax): Items that may be reclassified subsequently to profit or loss: Exchange difference arising on translation of foreign operations Share of other comprehensive income of investments accounted http://www.investegate.co.uk/ArticlePrint.aspx?id=201503160700104720H
3/18
3/16/2015
PureCircle Limited | Interim Results | FE InvestEgate
for using equity method
(34)
(43)
(5,680)
(1,203)
(6,607)
(3,092)
Owners of the company
(899)
(1,894)
Non-‐controlling interest
(28)
5
(927)
(1,889)
Owners of the company
(6,590)
(3,106)
Non-‐controlling interest
(17)
14
(6,607)
(3,092)
Total comprehensive loss for the period (net of tax) Loss for the financial period attributable to:
Total comprehensive loss attributable to:
Earnings per share (US cents) Basic
17
(0.54)
(1.15)
Diluted
17
(0.54)
(1.15)
Condensed consolidated statement of financial position As at 31 December 2014 Notes
Unaudited 31 December 2014 USD'000
Audited 30 June 2014 USD'000
Assets Non-‐current assets Property, plant and equipment
11
Intangible assets
11
Biological assets
13
Prepaid land lease payments Deferred tax assets Investment in joint ventures Trade receivables Other receivables
59,651 37,818 3,990 2,973 9,282 312 -‐ 1,415 115,441
63,715 38,023 4,237 2,999 5,876 149 1,950 553 117,502
Current assets Inventories
12
Trade receivables Other receivables and prepayments Tax recoverable Cash and bank balances Total assets
96,810 36,220 7,547
86,519 37,362 4,962
501 58,325 199,403 314,844
581 45,865 175,289 292,791
16,973 206,251 (4,771) 7,597
16,472 163,240
Equity and liabilities Equity Share capital
16
Share premium
16
Foreign exchange translation reserve Share option reserve
http://www.investegate.co.uk/ArticlePrint.aspx?id=201503160700104720H
920 5,076 4/18
3/16/2015
PureCircle Limited | Interim Results | FE InvestEgate
Accumulated losses Equity attributable to owners of the company Non-‐controlling interest Total equity
(39,102)
(38,203)
186,948 705 187,653
147,505 722 148,227
Non-‐current liabilities Long-‐term borrowings
67,515 319 2,180 70,014
14
Deferred income Other payables and accruals
2,169 360 2,111 4,640
Current liabilities 5,799 9,090 42,288 57,177
Trade payables Other payables and accruals Short-‐term borrowings
14
Total liabilities Total equity and liabilities Net assets per share (USD)
127,191 314,844 1.11
5,879 10,364 123,681 139,924 144,564 292,791 0.90
Condensed consolidated statement of changes in equity as at 31 December 2014 Attributable to owners of the Company Foreign exchange
Share
Non-‐
Share
Share
translation
option
Accumulated
capital
premium
reserve
reserve
losses
USD'000
USD'000
USD'000
USD'000
16,472
163,240
920
Loss for the period
-‐
-‐
Other comprehensive income
-‐
-‐
Total comprehensive loss for the period (net of tax)
-‐
-‐
Share option scheme compensation expense granted during the period
-‐
Balance at 1 July 2014
Issuance of shares
controlling
Total
Sub-‐ total
interest
equity
USD'000
USD'000
USD'000
USD'000
5,076
(38,203)
147,505
722
148,227
-‐
-‐
(899)
(899)
(28)
(927)
(5,691)
-‐
-‐
(5,691)
11
(5,680)
(5,691)
-‐
(899)
(6,590)
(17)
(6,607)
-‐
-‐
2,570
-‐
2,570
-‐
2,570
-‐
-‐
-‐
43,463
-‐
43,463
(39,102)
186,948
705
187,653
500
42,963
Exercise of share options
1
48
Balance at 31 December 2014
16,973
206,251
(49) (4,771)
7,597
Condensed Consolidated Statement of Changes in Equity as at 31 December 2013 Attributable to owners of the Company Foreign exchange
Share
Non-‐
Share
Share
translation
option
Accumulated
capital
premium
reserve
reserve
losses
USD'000
USD'000
USD'000
USD'000
USD'000
http://www.investegate.co.uk/ArticlePrint.aspx?id=201503160700104720H
controlling
Total
Sub-‐total
interest
equity
USD'000
USD'000
USD'000
5/18
3/16/2015
PureCircle Limited | Interim Results | FE InvestEgate Balance at 1 July 2013
16,460
162,898
Loss for the period
-‐
Other comprehensive income
-‐
Total comprehensive loss for the period (net of tax) Share option scheme compensation expense granted during the period Exercise of share options Balance at 31 December 2013
1,432
1,530
(40,519)
141,801
715
142,516
-‐
-‐
-‐
(1,894)
(1,894)
5
(1,889)
-‐
(1,212)
-‐
-‐
(1,212)
9
(1,203)
-‐
-‐
(1,212)
-‐
(1,894)
(3,106)
14
(3,092)
-‐
-‐
-‐
1,522
-‐
1,522
-‐
1,522
2
41
-‐
(43)
-‐
-‐
-‐
-‐
16,462
162,939
220
3,009
(42,413)
140,217
729
140,946
Condensed consolidated cash flow statement for the period ended 31 December 2014 Unaudited 6 months ended 31 31 December December 2014 2013 USD'000 USD'000 CASH FLOWS FOR OPERATING ACTIVITIES Loss before taxation
(4,372)
(2,359)
Adjustments for:-‐ Amortisation of deferred income Amortisation of prepaid land lease payments Depreciation of property, plant and equipment Interest expense Interest income Share based payments Amortisation of intangible assets Inventories written off Intangible assets written off Unrealised exchange loss/(gain) Share of loss in joint ventures
(49) 73 2,893 3,768 (12) 2,570 113 12 47 1,922 516
(21) 70 2,927 4,537 (180) 1,522 40 4 -‐ (1,250) 532
Operating cash flow before working capital changes
7,481
5,822
(10,044) (355) (1,930)
(4,038) 1,428 (5,205)
NET CASH FOR OPERATIONS
(4,848)
(1,993)
Interest received Interest paid Tax refund/(paid) NET CASH FOR OPERATING ACTIVITIES
12 (3,768) 101 (8,503)
180 (4,537) (121) (6,471)
(1,964) (50) (1,411) 1 (342) (3,766) (12,269)
(2,708) -‐ (3,436) -‐ (336) (6,480) (12,951)
Increase in inventories (Increase)/decrease in trade and other receivables Decrease in trade and other payables
CASH FLOWS FOR INVESTING ACTIVITIES Addition of intangible assets Addition of leasehold land Addition of property, plant and equipment Proceeds from disposal of property, plant and equipment Investment in joint venture NET CASH FOR INVESTING ACTIVITIES BALANCE CARRIED FORWARD
http://www.investegate.co.uk/ArticlePrint.aspx?id=201503160700104720H
6/18
3/16/2015
PureCircle Limited | Interim Results | FE InvestEgate
Condensed consolidated cash flow statement for the period ended 31 December 2014 (continued) Unaudited 6 months ended 31 December 31 December 2014 2013 USD'000 USD'000
BALANCE BROUGHT FORWARD
(12,269)
(12,951)
43,463 105,101 (123,047) (19) 7,589
-‐ 17,066 (22,194) (19) (36)
33,087
(5,183)
(769)
(232)
38,014
46,605
58,063
28,239
58,325 (262) 58,063
30,589 (2,350) 28,239
CASH FLOWS FOR FINANCING ACTIVITIES Placement of shares Drawdown of borrowings Repayment of borrowings Net repayment of hire purchase Decrease/(increase) in restricted cash NET CASH FROM/(FOR) FINANCING ACTIVITIES Effects of foreign exchange rate changes on cash and cash equivalents CASH AND CASH EQUIVALENTS AT BEGINNING OF THE FINANCIAL PERIOD CASH AND CASH EQUIVALENTS AT END OF THE FINANCIAL PERIOD GROSS CASH LESS: RESTRICTED CASH CASH AND CASH EQUIVALENTS
Notes to interim financial statements 1. General information The Company was incorporated and registered as a private limited company in Bermuda, under the Companies (Bermuda) Law 1991 (as amended). The Company has its primary listing on the AIM market operated by the London Stock Exchange, plc (AIM). The Company is engaged principally in the business of investment holding whilst the principal activities of the rest of the Group are the production, marketing and distribution of natural sweeteners and flavours. The unaudited condensed consolidated interim financial statements have been authorised for issue by the Board of Directors on 16 March 2015.
2. Basis of preparation The condensed consolidated interim financial statements for the six months ended 31 December 2014 have been prepared in accordance with IAS 34, "Interim financial reporting". In preparing these condensed interim financial statements, the significant judgments and estimates made by management in applying the Group's accounting policies were the same as those that applied to the consolidated financial statements for the year ended 30 June http://www.investegate.co.uk/ArticlePrint.aspx?id=201503160700104720H
7/18
3/16/2015
PureCircle Limited | Interim Results | FE InvestEgate
2014. The condensed consolidated interim financial statements should be read in conjunction with the Group's annual financial statements for the year ended 30 June 2014 ("FY2014"), which have been prepared in accordance with IFRSs.
3. Accounting policies The accounting policies adopted for 1H FY2015 are as stated in the Group's FY2014 financial statements, with the addition of new standards and amendments to standards that are mandatory for the financial year beginning 1 July 2014, the new standards are summarised below: (i) Financial year beginning on/after 1 July 2014 · Amendment to IAS 32, 'Financial Instruments: Presentation' does not change the current offsetting model in IAS 32. It clarifies the meaning of 'currently has a legally enforceable right of set-‐off' that the right of set-‐ off must be available today (not contingent on a future event) and legally enforceable for all counterparties in the normal course of business. It clarifies that some gross settlement mechanisms with features that are effectively equivalent to net settlement will satisfy the IAS 32 offsetting criteria. · Amendments to IFRS 10, IFRS 12 and IAS 27 introduce an exception to consolidation for investment entities. Investment entities are entities whose business purpose is to invest funds solely for returns from capital appreciation, investment income or both and evaluate the performance of its investments on fair value basis. The amendments require investment entities to measure particular subsidiaries at fair value instead of consolidating them. ·
Amendment to IFRS 2 'Share-‐based Payment' clarifies the definition of 'vesting conditions' by separately defining 'performance condition' and 'service condition' to ensure consistent classification of conditions attached to a share-‐based payment.
Notes to interim financial statements (continued)
4. Accounting policies (continued) The accounting policies adopted for 1H FY2015 are as stated in the Group's FY2014 financial statements, with the addition of new standards and amendments to standards that are mandatory for the financial year beginning 1 July 2014, the new standards are summarised below (continued): (i) Financial year beginning on/after 1 July 2014 (continued) · Amendment to IFRS 8 "Operating Segments" requires disclosure of the judgements made by management in aggregating operating segments. This includes a description of the segments which have been aggregated and the economic indicators which have been assessed in determining that the aggregated segments share similar economic characteristics. The standard is further amended to require a reconciliation of segment assets to the entity's assets when segment assets are reported. ·
Amendment to IFRS 13 "Fair Value Measurement" relates to the Basis for Conclusions which is not an integral part of the Standard. The Basis for Conclusions clarifies that when International Accounting Standards Board (IASB) issued IFRS 13, it did not remove the practical ability to measure short-‐term receivables and payables with no stated interest rate at invoice amounts without discounting, if the effect of discounting is immaterial.
·
Amendment to IAS 24 "Related Party Disclosures" extends the definition of 'related party' to include an entity, or any member of a group of which it is a part, that provides key management personnel services to the reporting entity or to the parent of the reporting entity.
The adoption of the above standards and interpretations does not have any material impact on the interim financial statements in the period of initial application.
5. Fair value estimation Assets and liabilities measured at fair value can be determined based on valuation methods as defined in the fair value measurement hierarchy as follows: (i) Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1). (ii) Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (Level 2). (iii) Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level 3). http://www.investegate.co.uk/ArticlePrint.aspx?id=201503160700104720H
8/18
3/16/2015
PureCircle Limited | Interim Results | FE InvestEgate
The Group's biological assets are measured at fair value less cost to sell and classified as Level 3 of which valuation inputs are not based on observable market data as management considers that the costs of the biological assets approximate fair value as little biological transformation has taken place since initial cost incurrences, and expect that the impact of the biological transformation on price is not expected to be material. There are no other assets and liabilities of the Group which are measured at fair value. The carrying values of the financial assets and liabilities of the Group at the balance sheet date approximated their fair values.
Notes to interim financial statements (continued)
6. Other income Other income represents net foreign exchange gain and other miscellaneous income.
7. Other expenses Other expenses represent net foreign exchange loss and other operating expenses.
8. Principal risks and uncertainties
The Group set out in its FY2014 Annual Report and Financial Statements the financial risks including foreign currency risk, interest rate risk, credit risk, liquidity and cash flow risks and capital risk management that could impact its performance; these remain unchanged since the Annual Report was published. The Group operates a structured risk management process, which identifies and evaluates risks and uncertainties and reviews mitigation activity.
9. Seasonality
At 31 December 2014 the Group had gross cash of USD58 million (30 June 2014: USD46 million) and net debt of USD52 million (30 June 2014: USD80 million). Net debt is defined as short-‐term and long-‐term borrowings less cash and bank balances. The Group's sales are seasonally weighted towards the H2 of each year and net debt is expected to reduce over time as sales increase and then convert to cash. At 31 December 2014, the Group had more than USD76 million cash and banking facilities headroom. The Directors believe the banking facilities to be sufficient for projected funding requirements.
10. Segmental information
Management determines the Group's operating segments based on the criteria used by the Chief Operating Decision Maker who has been identified as the Chief Executive Officer (CEO) for making strategic decisions. Management considers the Group to be a single operating segment whose activities are the production, marketing and distribution of natural sweeteners and flavors. From a geographical perspective, the Group is a multinational with operations located on all continents, but managed as one unified global organization.
Notes to interim financial statements (continued) 10. Segmental information (Cont'd) 31 December 2014
31 December 2013
USD'000
USD'000
Revenue Cost of sales Gross profit
43,228 (28,735) 14,493
34,851 (22,596) 12,255
Other income Administrative expenses Operating profit
160 (11,156) 3,497
305 (9,665) 2,895
(2,811) (1,074) (3,768) (216) 3,445
(2,242) 2,057 (4,537) (532) 470
Other expenses Foreign exchange (loss)/gain Finance costs Share of loss in joint ventures Taxation
http://www.investegate.co.uk/ArticlePrint.aspx?id=201503160700104720H
9/18
3/16/2015
PureCircle Limited | Interim Results | FE InvestEgate Loss for the financial period
(927)
(1,889)
EBITDA
6,393
5,175
6,393 (2,570) (246) (1,074) (3,768) 3,445 (28) (3,079) (927)
5,175 (1,522) (500) 2,057 (4,537) 470 5 (3,037) (1,889)
Reconciliation of Adjusted EBITDA to loss for the financial year EBITDA Share based payment Others Foreign exchange (loss)/gain Finance costs Taxation Non-‐controlling interest Depreciation and amortisation Loss for the financial period
Under segmental reporting, share of loss in joint venture includes Group's realised profit amounting to USD 0.3 million, arising from its sales to the joint ventures. Under the statement of comprehensive income, the profit is included within the gross profit line.
Notes to interim financial statements (continued) 10. Segmental information (Cont'd) 31 December Cash Flow Operating cash flow before working capital changes Increase in inventories
31 December
2014
2013
USD'000
USD'000
7,481
5,822
(10,044)
(4,038)
(Increase)/decrease in receivables
(355)
1,428
Decrease in payables
(1,930)
(5,205)
Net cash for operations
(4,848)
(1,993)
Net cash from/(for) financing activities
33,087
(5,183)
Gross cash at end of the financial period
58,325
30,589
31 December
30 June
2014
2014
Statement of Financial Position
USD'000
USD'000
Property, plant and equipment
59,651
63,715
Inventories
96,810
86,519
Third party trade receivables
26,091
29,107
Trade receivables from jointly controlled entities
10,129
10,205
Cash and bank balances
58,325
45,865
Total assets
314,844
292,791
Borrowings
109,803
125,850
51,478
79,985
Net debt
Geographical information
Bermuda USD'000
Asia USD'000
Europe USD'000
Americas USD'000
Goodwill USD'000
Total USD'000
-‐ 725
9,622 98,092
4,851 2,007
28,755 12,811
-‐ 1,806
43,228 115,441
-‐ 1,577
7,879 100,894
3,144 1,624
23,828 11,601
-‐ 1,806
34,851 117,502
31 December 2014 Sales Non-‐current assets 31 December 2013 Sales Non-‐current assets
The primary performance indicators used by the Group are revenues, gross profit, EBITDA, net cash from operations and http://www.investegate.co.uk/ArticlePrint.aspx?id=201503160700104720H
10/18
3/16/2015
PureCircle Limited | Interim Results | FE InvestEgate
net debt.
Notes to interim financial statements (continued) 10. Segmental information (Cont'd)
EBITDA is calculated as EBITDA adjusted to exclude discretionary items such as share based, bonus, foreign exchange gain/losses and any other non-‐recurring expenses. The entity is domiciled in Bermuda. The entity's non-‐current assets are located in countries other than Bermuda. There is no revenue from Bermuda.
11. Property, plant and equipment and intangible assets
During the period, the Group invested USD1.4 million in property, plant and equipment. The addition to intangible assets is in respect of capitalisation of project developments during the period, net of amortisation for products now launched commercially.
12. Inventories 31 December
30 June
2014
2014
USD'000
USD'000
Raw materials
14,343
14,422
Work-‐in-‐progress
18,030
11,898
Finished goods
64,437
60,199
96,810
86,519
13. Biological assets As at 31 December 2014, total biological assets of USD 3.9 million (30 June 2014: USD 4.2 million) represent 5.4 million nursery plants (30 June 2014: 5.2 million). Nursery plants are carried at cost as it is deemed to have limited biological transformation. Seedlings from nursery plants are sold to farmers upon harvest and are carried at a consistent unit cost.
Notes to interim financial statements (continued) 14. Borrowings 31 December
30 June
2014
2014
USD'000
USD'000
Current -‐ Hire purchase -‐ Term loans
20
32
42,268
123,649
42,288
123,681
Non-‐Current -‐ Hire purchase -‐ Term loans
Total borrowings
25
36
67,490
2,133
67,515
2,169
109,803
125,850
http://www.investegate.co.uk/ArticlePrint.aspx?id=201503160700104720H
11/18
3/16/2015
PureCircle Limited | Interim Results | FE InvestEgate
During the period, the Group repaid bank loan amounting to USD123 million, in line with previously disclosed repayment terms. The Group then drew down bank loans amounting to USD105 million at a weighted average effective interest rate of 5% per annum. The proceeds were used to meet working capital.
15. Income taxes
Income tax expense is recognised based on management's best estimate of the weighted average annual income tax rate expected for the full financial year. The Group has no estimated assessable profit. The Company was granted a tax assurance certificate dated 18 August 2007 under the Exempted Undertakings Tax Protection Act 1966 pursuant to which it is exempted from any Bermuda taxes (other than local property taxes) until 28 March 2016 which was extended to 31 March 2035 following the enactment of the Exempted Undertakings Tax Protection Amendment Act 2011. A subsidiary of the Group, PureCircle Sdn Bhd (PCSB), has been granted the Bio-‐Nexus Status by the Malaysian Biotechnology Corporation Sdn Bhd in which PCSB is entitled to a 100% income tax exemption for a period of 10 years on its first statutory income commencing in 2009. Upon the expiry of the 10-‐year incentive period, PCSB will be entitled to a concessionary tax rate of 20% on income derived from qualifying activities for a further period of 10 years. Another subsidiary of the Group, PureCircle (Jiangxi) Co. Ltd. (PCJX), has also been granted a 10% exemption on corporate tax from 1 January 2013 to 31 December 2020 by Ganzhou State Tax Revenue Department under the Western Ganzhou State Development program.
Notes to interim financial statements (continued) 16. Share capital and share premium Number of shares
Ordinary shares
Share premium
Total
USD'000
USD'000
USD'000
164,722
16,472
163,240
179,712
5,000
500
42,963
43,463
6
1
48
49
Balance at 31 December 2014
169,728
16,973
206,251
223,224
Balance at 1 July 2013
164,602
16,460
162,898
179,358
12
2
41
43
164,614
16,462
162,939
179,401
'000 Balance at 1 July 2014 Issuance of shares Exercise of share options
Exercise of share options Balance at 31 December 2013
In November 2014, the Group completed a placement of 5 million new ordinary shares at GBP5.50 per share. The placement raised USD43.5 million in cash, net of expenses.
17. Earnings per share
The basic earnings per share is calculated by dividing the loss attributable to owners of the Company by the weighted average number of ordinary shares in issue during the period. 6 months ended 31 December Loss attributable to equity holders of the Company (USD'000) Weighted average number of ordinary shares in issue ('000) Basic loss per share (US Cents)
31 December
2014
2013
(899)
(1,894)
166,041
164,616
(0.54)
(1.15)
Diluted earnings per share is not applicable as the potential ordinary shares under the Company's Long Term Incentive Plan would have an anti-‐dilutive effect.
18. Dividends No dividends were declared or paid by the Company during the interim period.
19. Contingent liabilities and capital commitments At the end of the period, there are no material contingent liabilities which, upon becoming enforceable, may have http://www.investegate.co.uk/ArticlePrint.aspx?id=201503160700104720H
12/18
3/16/2015
PureCircle Limited | Interim Results | FE InvestEgate
a material impact on the financial position of the Group. Capital commitments amounting to approximately USD1.1million is approved and contracted for, these are incurred for the purchase of land and upgrading of plant and machinery in Malaysia. Subsequent to the period, the Group approved an expansion capital expenditure of USD7.8 million.
Notes to interim financial statements (continued) 20. Events after the end of the reporting period There were no events that had a material impact to the condensed consolidated interim financial statements after the end of the reporting period. Please refer to note 19 relating to post balance sheet capital expenditure expansion.
21. Significant related party transactions (a) Identities of related parties:
The Group and / or the Company have related party relationships with: (i) its subsidiaries and joint ventures; (ii) the directors who are the key management personnel; and (iii) companies in which certain directors are common directors and / or substantial shareholders. The following transactions were carried out by the Group during the period: (b) Related parties (i) Related Parties
Sales of goods to jointly controlled entities
31 December 2014 USD'000
31 December 2013 USD'000
2,885
2,536
(ii) Key Management Personnel Key management includes executive and non-‐executive directors. The compensation paid or payable to key management for employee services is shown as below:
Paul Selway-‐Swift Magomet Malsagov John Robert Slosar Olivier Phillipe Marie Maes Peter Lai Hock Meng
Christopher Pratt William Mitchell
Remuneration
31 December 2014 USD'000
31 December 2013 USD'000
84 279 -‐ 42 45 34 192 676
44 165 21 23 26 -‐ 166 445
31 December 2014 USD'000 676
31 December 2013 USD'000 445
Notes to interim financial statements (continued) 21. Significant related party transactions (continued) (b) Related parties (Cont'd) (ii) Key Management Personnel (Cont'd) Number of Ordinary Shares Of USD0.10 Each At
http://www.investegate.co.uk/ArticlePrint.aspx?id=201503160700104720H
At
13/18
3/16/2015
PureCircle Limited | Interim Results | FE InvestEgate The Company
1 July 2014
Bought
Sold
31 December 2014
Direct Interests Paul Selway-‐Swift
202,300
Magomet Malsagov
14,855,612
Christopher Pratt
686,916
Olivier Phillipe Marie Maes
408,210
Peter Lai Hock Meng
191,400
William Mitchell
910,890
5,500 11,300 5,500 10,100 8,700 13,650
-‐
207,800
-‐
14,866,912
-‐
692,416
-‐
418,310
-‐
200,100
-‐
924,540
Number of Options over Ordinary Shares Of USD0.10 Each
The Company
At
At
1 July
31 December
2014
Award
Exercise
2014
Direct Interests Magomet Malsagov Christopher Pratt
686,640 -‐
Olivier Phillipe Marie Maes
2,900
Peter Lai Hock Meng
3,200
William Mitchell
529,170
5,336 3,280 4,110 4,360 4,689
-‐
691,976
-‐
3,280
(2,900)
4,110
(3,200)
4,360
-‐
533,859
Independent review report to PureCircle Limited PureCircle Limited (Incorporated in Bermuda) Registration No.: 40431 Introduction We have been engaged by the Company to review the condensed consolidated interim financial statements for the six months ended 31 December 2014 set out on pages 4 to 19, which comprise the consolidated statement of comprehensive income, consolidated statement of financial position, consolidated statement of changes in equity, consolidated statement of cash flows and related notes. Directors' responsibilities The condensed consolidated interim financial statements are the responsibility of, and have been approved by, http://www.investegate.co.uk/ArticlePrint.aspx?id=201503160700104720H
14/18
3/16/2015
PureCircle Limited | Interim Results | FE InvestEgate
the directors of PureCircle Limited. The directors are responsible for preparing the condensed consolidated interim financial statements in accordance with the AIM Rules for Companies which require that the financial information must be presented and prepared in a form consistent with that which will be adopted in the Company's annual financial statements. As disclosed in Note 2, the annual financial statements of the group are prepared in accordance with International Financial Reporting Standards. The condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting" ("IAS 34"). The maintenance and integrity of the PureCircle Limited website is the responsibility of the directors; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the condensed consolidated interim financial statements since they were initially presented on the website. Our responsibility Our responsibility is to express to the Company a conclusion on the condensed consolidated interim financial statements based on our review. This report, including the conclusion, has been prepared for and only for the Company for the purpose of preparing the condensed consolidated interim financial statements under IAS 34 and for no other purpose. We do not, in producing this report, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
Independent review report to PureCircle Limited (continued) PureCircle Limited (Incorporated in Bermuda) Registration No.: 40431 Scope of review We conducted our review in accordance with International Standard on Review Engagements 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity'. 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 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 consolidated interim financial statements for the six months ended on 31 December 2014 are not prepared, in all material respects, in accordance with IAS 34. PricewaterhouseCoopers (No. AF: 1146) Chartered Accountants http://www.investegate.co.uk/ArticlePrint.aspx?id=201503160700104720H
15/18
3/16/2015
PureCircle Limited | Interim Results | FE InvestEgate
Kuala Lumpur Malaysia 16 March 2015
Corporate Information
BOARD OF DIRECTORS
Non-‐executive Chairman Paul Selway-‐Swift Executive Directors Magomet Malsagov, Chief Executive William Mitchell, Chief Financial Officer Non-‐executive Directors Peter Lai Hock Meng Olivier Maes Christopher Pratt Audit Committee Peter Lai Hock Meng (Chairman) Olivier Maes Christopher Pratt Remuneration Committee Olivier Maes (Chairman) Paul Selway-‐Swift Christopher Pratt Nomination Committee Paul Selway-‐Swift (Chairman) Magomet Malsagov Olivier Maes
NOMINATED ADVISERS
RFC Ambrian Limited Level 14, 19-‐31 Pitt Street Sydney NSW 2000 Australia.
Level 28, QV1 Building 250 St George's Terrace Perth WA 6000 Australia. CORPORATE BROKERS
Macquarie Capital (Europe) Limited Ropemaker Place 28 Ropemaker Street London EC2Y 9HD United Kingdom
Mirabaud Securities Limited 33 Grosvenor Place London SW1X 7HY United Kingdom http://www.investegate.co.uk/ArticlePrint.aspx?id=201503160700104720H
16/18
3/16/2015
PureCircle Limited | Interim Results | FE InvestEgate
Liberum Capital Limited Ropemaker Place, Level 12 25 Ropemaker Street London EC2Y 9LY United Kingdom
AUDITORS
PricewaterhouseCoopers Chartered Accountants Level 10, 1 Sentral Jalan Travers, Kuala Lumpur Sentral PO Box 10192 50706 Kuala Lumpur Malaysia
Shareholder Information
INTERNET Investors and corporate stakeholders www.purecircle.com Consumers www.steviapurecircle.com Health professionals, customers, policy makers, consumers www.globalsteviainstitute.com REGISTERED OFFICE Clarendon House 2 Church Street Hamilton HM 11 Bermuda CORPORATE HEADQUARTERS MALAYSIA 10th Floor, West Wing Rohas Perkasa No. 9 Jalan P. Ramlee 50250 Kuala Lumpur, Malaysia T +606 2166 2206 F +606 2166 2207 E [email protected] INVESTOR RELATIONS Request for further copies of the annual report or other investor relation matters should be addressed to PureCircle office SHARE REGISTRAR In Jersey (Shares) Computershare Investor Services (Jersey) Limited Queensway House, Hilgrove Street St Helier, Jersey JE1 1ES Channel Islands In the UK (Depositary Interests) Computershare Investor Services plc The Pavilions, Bridgwater Road Bristol BS13 8AE, United Kingdom ANNUAL GENERAL MEETING http://www.investegate.co.uk/ArticlePrint.aspx?id=201503160700104720H
17/18
3/16/2015
PureCircle Limited | Interim Results | FE InvestEgate
The Annual General Meeting (AGM) will be announced following publication of the Group's results for financial year 2015. 2015 financial year and corporate calendar Half year end 31 December 2014 Year end 30 June 2015
This information is provided by RNS The company news service from the London Stock Exchange END IR SFISDMFISEID
http://www.investegate.co.uk/ArticlePrint.aspx?id=201503160700104720H
18/18
PureCircle Limited | Interim Results | FE InvestEgate
PureCircle Limited
Interim Results RNS Number : 4720H PureCircle Limited 16 March 2015
PureCircle Limited ("PureCircle" or the "Company") Interim results for the six months ended 31 December 2014 PureCircle (LSE: PURE) the world's largest producer and marketer of high purity stevia today announces its unaudited interim results for the six month period from 1 July 2014 to 31 December 2014 ("1H FY 15"). The unaudited financial statements comprising the profit and loss and cashflow statements for the six months to 31 December 2014 ("1H FY15") along with the balance sheet as at 31 December 2014 are set out below, together with the unaudited profit and loss and cashflow comparatives for the six months to 31 December 2013 ("1H FY14"). SUMMARY FINANCIALS Period ended 31 December (US$m)
1H FY15
1H FY14
Change
Sales Gross margin Operating profit** EBITDA** Net result after tax
43.2 14.5 3.5 6.4 (0.9)
34.9 12.3 2.9 5.2 (1.9)
24% 18% 21% 24% 53%
Net debt Net assets Net assets per share (US cents)
(52) 188 1.1
(85) 141 0.9
39% 33% 29%
** Operating profit and EBITDA are as per segmental reporting on page 13. The full profit and loss account is detailed on page 4.
Sales: Sales of $43m increased 24% over 1H FY14 ($35m). There was growth in sales in all of our global sales regions. Gross margin: Gross margin increased 18% to $14.5m. Gross margin % of 34% was consistent with 1H FY14 (35%). EBITDA: EBITDA increased 24% in line with sales revenues to $6.4m. EBITDA improvements are after $1.5m increased SG&A investment in PCL's operational management and global customer service infrastructure, including in-‐region application capacity, to support anticipated future sales growth. Net Result after Tax: 1H FY15 net result of ($0.9m) represented a $1m (53%) improvement on 1H FY14. The net result reflects $1.2m improved EBITDA, $0.6m increased Long Term Incentive Plan (LTIP) costs, $3m adverse foreign exchange movements and $3.8m favourable interest and tax. Net debt: Net debt of $52m is $33m lower than the $85m at 31 December 2013. This reflects $43m November 2014 placement proceeds, offset by increases in inventory production ahead of anticipated H2 and FY16 sales growth. During 1H FY15 the Group successfully restructured its principal bank facilities. $20m of debt was repaid a year early and the balance refinanced onto a new $71m 5 year facility (to September 2019) at a 3% lower interest rate. http://www.investegate.co.uk/ArticlePrint.aspx?id=201503160700104720H
1/18
3/16/2015
PureCircle Limited | Interim Results | FE InvestEgate
Share Placement: In November 2014 the Group issued 5 million new ordinary shares at GBP 5.50 per share raising $43m to fund expansion of its production capacity, described in more detail below.
Interim results for the six months ended 31 December 2014 (continued) BUSINESS DEVELOPMENTS Market: Since the end of FY14 the Stevia market has seen an unparalleled series of milestone F&B product launches and roll-‐outs integrating stevia into mainstream products. High profile Cola roll-‐outs led by Coca-‐Cola Life, Pepsi Next and Pepsi True into major markets like the USA, Mexico, UK, France, Japan and other markets and reformulations across a range of leading carbonated Lemon Lime, Orange and other brands indicate clearly that stevia is now seen as a mainstream sweetener of choice in the Carbonated Soft Drink (CSD) category. The period has also seen a wide range of stevia sweetened product launches from major retailers across Europe and America and iconic brand adoption in categories as diverse as Ketchups, Yogurts and Confectionery. Global brand adoption has been mirrored with growth in product launches by large regional F&B brands across the world: from Chile in the South to Finland in the North and from Japan, China, and Philippines in the East to Mexico in the West. Mintel reports 2,274 new product launches in 2014 taking 5 year launches over 6,000. Mintel report that food product adoption exceeded beverages by number, confirming the widening usage of stevia as a mainstream ingredient. With 4 billion consumers now having regulatory access to stevia, market estimates suggest that the current footprint of products already launched using stevia has the potential to support billion dollar industry when existing launches are rolled out fully across the next 10+ years. Innovation: PureCircle continues to lead stevia innovation with new products and applications designed to meet identified market needs and unlock further demand to help moderate calories naturally. 1H FY15 saw important developments including the successful launch of Sigma D, which has excellent application properties in the dairy sector, and further developments within our proprietary flavor systems. Each of our new developments continue to grow overall market usage and strengthen further our market share. With our strong diversified customer base, our unique breadth of product innovation and application support and our global supply chain and customer support infrastructure already established PureCircle continues to retain and build further market leadership.
Production capacity expansion: With the prospects of sustained long term market growth, PureCircle has started to expand its production capacity so as to meet anticipated future increased volume demand and further sustain market share and its first mover advantage. The PureCircle Board has approved $42m of capital expenditure projects that will increase production capacity of refined stevia sweeteners and natural flavor systems and provide additional investment in next generation stevia innovation. It is expected that $34m of the investment will be for production capacity expansion to come on stream in FY17 with the balance of $8m supporting innovation projects through FY18. The $42m investment will be funded from the $43m November 2014 Placement proceeds described earlier. The production capacity expansion will be centred on the Group's existing Malaysia and China production facilities. Leaf: with growth in end consumer demand, leaf supply has tightened. Prices in China have increased year on year. We are actively managing this long term through leading the diversification of leaf supply outside China. But in the short term higher leaf prices will increase cost of sales.
Interim results for the six months ended 31 December 2014 (continued) Sustainability: In January PureCircle issued the industry's first sustainability report. The report demonstrates the efficient carbon and water footprint of stevia relative to other major sweeteners and tracks progress against the Company's social and environmental goals. The full report may be downloaded at http://purecircle.com/company/corporate-‐social-‐responsibility/ Management and systems: To support management of growth, in 1H FY15 we strengthened our management with the appointment of Jordi Ferre as Chief Operating Officer and implemented an Operating Committee reporting to him with key new hires in Manufacturing, Leaf Development, HR and Planning. At the same time we have strengthened management in each of our key Commercial regions. We also implemented the first stages of Group ERP information systems. http://www.investegate.co.uk/ArticlePrint.aspx?id=201503160700104720H
2/18
3/16/2015
PureCircle Limited | Interim Results | FE InvestEgate
Outlook: Commenting on the 1H FY15 trading, the Group CEO Magomet Malsagov said: the size and breadth of F&B product launches and roll-‐outs in 1H FY15 indicate that stevia is well on the way to becoming an important ingredient for F&B companies wishing to moderate calories. Further the existing footprint of products launched using stevia provides a sound basis for a multi-‐billion $ stevia industry in the years to come. In 1H FY15 we again strengthened our position as market leader with further proprietary product innovation and growth in both delivered sales and project pipelines. With sustained long term growth prospects, PureCircle has started to expand our production capacity and expect this to come on stream in FY17. We are generating revenues from a wide range of natural sweetener and flavor products and from a wide range of customers directly and through our business partners. With accelerating roll-‐outs of food and beverage products using PureCircle's stevia solutions, particularly in the important Carbonated Soft Drink category, the Company is confident of large long term sales growth and with it improvements in profitability. However, until market consumption smooths out, that growth will come with a lumpy sales profile and therefore some volatility: this adds some complexity to our ability to provide guidance in the short term. Magomet Malsagov, CEO +603 2166 2066 William Mitchell, CFO +44 7974 005 163 RFC Ambrian Ltd (NOMAD) Stephen Allen
+61 8 9480 2500
NOTES TO EDITORS
PureCircle is the global leader in the production of high purity Stevia sweeteners and natural flavors. PureCircle is leading the industry with the development of a sustainable, vertically integrated supply chain operating in four continents. Across these regions, PureCircle sources dry stevia leaves, undertakes extraction processes and refines the extract into sweeteners which it markets as a mainstream ingredient to Food and Beverage manufacturers worldwide. PureCircle provides a sustainable cash crop for rural farming communities in each region and works closely with these communities to maximize the social, economic, and environmental benefits of its operations. PureCircle's investment in research and development has given it a leadership position in the Stevia industry and its scientists are globally recognized experts in their field. PureCircle has pioneered the industry trust mark "Stevia PureCircle" that educates consumers about the benefits of Stevia and provides a strong base of trust for both consumers and Food & Beverage companies alike. PureCircle also funds the Global Stevia Institute (globalsteviainstitute.com) which provides a global platform for stevia education and outreach, led by internationally recognized health professionals. PureCircle's corporate offices are located in Chicago, USA; Asuncion, Paraguay; Kuala Lumpur, Malaysia; Ganzhou, China; Shanghai, China and Kericho, Kenya. PureCircle is listed on the London Stock Exchange AiM market under the ticker symbol: PURE. For more information on PureCircle, visit: www.purecircle.com.
Condensed consolidated statement of comprehensive income for the period ended 31 December 2014 Unaudited Notes
Six months ended 31 December
31 December
2014
2013
USD'000
USD'000
Continuing operations Revenue
43,228
34,851
Cost of sales
(28,435)
(22,596)
Gross profit
14,793
12,255 2,057
Other income
6
148
Other expenses
7
(1,348)
-‐
(13,693)
(11,782)
Administrative expenses Finance income
12
180
Finance costs
(3,768)
(4,537)
Share of loss of joint ventures
(516)
(532)
(4,372)
(2,359)
Loss before taxation Income tax credit Loss for the period
15
3,445
470
(927)
(1,889)
(5,646)
(1,160)
Other comprehensive income (net of tax): Items that may be reclassified subsequently to profit or loss: Exchange difference arising on translation of foreign operations Share of other comprehensive income of investments accounted http://www.investegate.co.uk/ArticlePrint.aspx?id=201503160700104720H
3/18
3/16/2015
PureCircle Limited | Interim Results | FE InvestEgate
for using equity method
(34)
(43)
(5,680)
(1,203)
(6,607)
(3,092)
Owners of the company
(899)
(1,894)
Non-‐controlling interest
(28)
5
(927)
(1,889)
Owners of the company
(6,590)
(3,106)
Non-‐controlling interest
(17)
14
(6,607)
(3,092)
Total comprehensive loss for the period (net of tax) Loss for the financial period attributable to:
Total comprehensive loss attributable to:
Earnings per share (US cents) Basic
17
(0.54)
(1.15)
Diluted
17
(0.54)
(1.15)
Condensed consolidated statement of financial position As at 31 December 2014 Notes
Unaudited 31 December 2014 USD'000
Audited 30 June 2014 USD'000
Assets Non-‐current assets Property, plant and equipment
11
Intangible assets
11
Biological assets
13
Prepaid land lease payments Deferred tax assets Investment in joint ventures Trade receivables Other receivables
59,651 37,818 3,990 2,973 9,282 312 -‐ 1,415 115,441
63,715 38,023 4,237 2,999 5,876 149 1,950 553 117,502
Current assets Inventories
12
Trade receivables Other receivables and prepayments Tax recoverable Cash and bank balances Total assets
96,810 36,220 7,547
86,519 37,362 4,962
501 58,325 199,403 314,844
581 45,865 175,289 292,791
16,973 206,251 (4,771) 7,597
16,472 163,240
Equity and liabilities Equity Share capital
16
Share premium
16
Foreign exchange translation reserve Share option reserve
http://www.investegate.co.uk/ArticlePrint.aspx?id=201503160700104720H
920 5,076 4/18
3/16/2015
PureCircle Limited | Interim Results | FE InvestEgate
Accumulated losses Equity attributable to owners of the company Non-‐controlling interest Total equity
(39,102)
(38,203)
186,948 705 187,653
147,505 722 148,227
Non-‐current liabilities Long-‐term borrowings
67,515 319 2,180 70,014
14
Deferred income Other payables and accruals
2,169 360 2,111 4,640
Current liabilities 5,799 9,090 42,288 57,177
Trade payables Other payables and accruals Short-‐term borrowings
14
Total liabilities Total equity and liabilities Net assets per share (USD)
127,191 314,844 1.11
5,879 10,364 123,681 139,924 144,564 292,791 0.90
Condensed consolidated statement of changes in equity as at 31 December 2014 Attributable to owners of the Company Foreign exchange
Share
Non-‐
Share
Share
translation
option
Accumulated
capital
premium
reserve
reserve
losses
USD'000
USD'000
USD'000
USD'000
16,472
163,240
920
Loss for the period
-‐
-‐
Other comprehensive income
-‐
-‐
Total comprehensive loss for the period (net of tax)
-‐
-‐
Share option scheme compensation expense granted during the period
-‐
Balance at 1 July 2014
Issuance of shares
controlling
Total
Sub-‐ total
interest
equity
USD'000
USD'000
USD'000
USD'000
5,076
(38,203)
147,505
722
148,227
-‐
-‐
(899)
(899)
(28)
(927)
(5,691)
-‐
-‐
(5,691)
11
(5,680)
(5,691)
-‐
(899)
(6,590)
(17)
(6,607)
-‐
-‐
2,570
-‐
2,570
-‐
2,570
-‐
-‐
-‐
43,463
-‐
43,463
(39,102)
186,948
705
187,653
500
42,963
Exercise of share options
1
48
Balance at 31 December 2014
16,973
206,251
(49) (4,771)
7,597
Condensed Consolidated Statement of Changes in Equity as at 31 December 2013 Attributable to owners of the Company Foreign exchange
Share
Non-‐
Share
Share
translation
option
Accumulated
capital
premium
reserve
reserve
losses
USD'000
USD'000
USD'000
USD'000
USD'000
http://www.investegate.co.uk/ArticlePrint.aspx?id=201503160700104720H
controlling
Total
Sub-‐total
interest
equity
USD'000
USD'000
USD'000
5/18
3/16/2015
PureCircle Limited | Interim Results | FE InvestEgate Balance at 1 July 2013
16,460
162,898
Loss for the period
-‐
Other comprehensive income
-‐
Total comprehensive loss for the period (net of tax) Share option scheme compensation expense granted during the period Exercise of share options Balance at 31 December 2013
1,432
1,530
(40,519)
141,801
715
142,516
-‐
-‐
-‐
(1,894)
(1,894)
5
(1,889)
-‐
(1,212)
-‐
-‐
(1,212)
9
(1,203)
-‐
-‐
(1,212)
-‐
(1,894)
(3,106)
14
(3,092)
-‐
-‐
-‐
1,522
-‐
1,522
-‐
1,522
2
41
-‐
(43)
-‐
-‐
-‐
-‐
16,462
162,939
220
3,009
(42,413)
140,217
729
140,946
Condensed consolidated cash flow statement for the period ended 31 December 2014 Unaudited 6 months ended 31 31 December December 2014 2013 USD'000 USD'000 CASH FLOWS FOR OPERATING ACTIVITIES Loss before taxation
(4,372)
(2,359)
Adjustments for:-‐ Amortisation of deferred income Amortisation of prepaid land lease payments Depreciation of property, plant and equipment Interest expense Interest income Share based payments Amortisation of intangible assets Inventories written off Intangible assets written off Unrealised exchange loss/(gain) Share of loss in joint ventures
(49) 73 2,893 3,768 (12) 2,570 113 12 47 1,922 516
(21) 70 2,927 4,537 (180) 1,522 40 4 -‐ (1,250) 532
Operating cash flow before working capital changes
7,481
5,822
(10,044) (355) (1,930)
(4,038) 1,428 (5,205)
NET CASH FOR OPERATIONS
(4,848)
(1,993)
Interest received Interest paid Tax refund/(paid) NET CASH FOR OPERATING ACTIVITIES
12 (3,768) 101 (8,503)
180 (4,537) (121) (6,471)
(1,964) (50) (1,411) 1 (342) (3,766) (12,269)
(2,708) -‐ (3,436) -‐ (336) (6,480) (12,951)
Increase in inventories (Increase)/decrease in trade and other receivables Decrease in trade and other payables
CASH FLOWS FOR INVESTING ACTIVITIES Addition of intangible assets Addition of leasehold land Addition of property, plant and equipment Proceeds from disposal of property, plant and equipment Investment in joint venture NET CASH FOR INVESTING ACTIVITIES BALANCE CARRIED FORWARD
http://www.investegate.co.uk/ArticlePrint.aspx?id=201503160700104720H
6/18
3/16/2015
PureCircle Limited | Interim Results | FE InvestEgate
Condensed consolidated cash flow statement for the period ended 31 December 2014 (continued) Unaudited 6 months ended 31 December 31 December 2014 2013 USD'000 USD'000
BALANCE BROUGHT FORWARD
(12,269)
(12,951)
43,463 105,101 (123,047) (19) 7,589
-‐ 17,066 (22,194) (19) (36)
33,087
(5,183)
(769)
(232)
38,014
46,605
58,063
28,239
58,325 (262) 58,063
30,589 (2,350) 28,239
CASH FLOWS FOR FINANCING ACTIVITIES Placement of shares Drawdown of borrowings Repayment of borrowings Net repayment of hire purchase Decrease/(increase) in restricted cash NET CASH FROM/(FOR) FINANCING ACTIVITIES Effects of foreign exchange rate changes on cash and cash equivalents CASH AND CASH EQUIVALENTS AT BEGINNING OF THE FINANCIAL PERIOD CASH AND CASH EQUIVALENTS AT END OF THE FINANCIAL PERIOD GROSS CASH LESS: RESTRICTED CASH CASH AND CASH EQUIVALENTS
Notes to interim financial statements 1. General information The Company was incorporated and registered as a private limited company in Bermuda, under the Companies (Bermuda) Law 1991 (as amended). The Company has its primary listing on the AIM market operated by the London Stock Exchange, plc (AIM). The Company is engaged principally in the business of investment holding whilst the principal activities of the rest of the Group are the production, marketing and distribution of natural sweeteners and flavours. The unaudited condensed consolidated interim financial statements have been authorised for issue by the Board of Directors on 16 March 2015.
2. Basis of preparation The condensed consolidated interim financial statements for the six months ended 31 December 2014 have been prepared in accordance with IAS 34, "Interim financial reporting". In preparing these condensed interim financial statements, the significant judgments and estimates made by management in applying the Group's accounting policies were the same as those that applied to the consolidated financial statements for the year ended 30 June http://www.investegate.co.uk/ArticlePrint.aspx?id=201503160700104720H
7/18
3/16/2015
PureCircle Limited | Interim Results | FE InvestEgate
2014. The condensed consolidated interim financial statements should be read in conjunction with the Group's annual financial statements for the year ended 30 June 2014 ("FY2014"), which have been prepared in accordance with IFRSs.
3. Accounting policies The accounting policies adopted for 1H FY2015 are as stated in the Group's FY2014 financial statements, with the addition of new standards and amendments to standards that are mandatory for the financial year beginning 1 July 2014, the new standards are summarised below: (i) Financial year beginning on/after 1 July 2014 · Amendment to IAS 32, 'Financial Instruments: Presentation' does not change the current offsetting model in IAS 32. It clarifies the meaning of 'currently has a legally enforceable right of set-‐off' that the right of set-‐ off must be available today (not contingent on a future event) and legally enforceable for all counterparties in the normal course of business. It clarifies that some gross settlement mechanisms with features that are effectively equivalent to net settlement will satisfy the IAS 32 offsetting criteria. · Amendments to IFRS 10, IFRS 12 and IAS 27 introduce an exception to consolidation for investment entities. Investment entities are entities whose business purpose is to invest funds solely for returns from capital appreciation, investment income or both and evaluate the performance of its investments on fair value basis. The amendments require investment entities to measure particular subsidiaries at fair value instead of consolidating them. ·
Amendment to IFRS 2 'Share-‐based Payment' clarifies the definition of 'vesting conditions' by separately defining 'performance condition' and 'service condition' to ensure consistent classification of conditions attached to a share-‐based payment.
Notes to interim financial statements (continued)
4. Accounting policies (continued) The accounting policies adopted for 1H FY2015 are as stated in the Group's FY2014 financial statements, with the addition of new standards and amendments to standards that are mandatory for the financial year beginning 1 July 2014, the new standards are summarised below (continued): (i) Financial year beginning on/after 1 July 2014 (continued) · Amendment to IFRS 8 "Operating Segments" requires disclosure of the judgements made by management in aggregating operating segments. This includes a description of the segments which have been aggregated and the economic indicators which have been assessed in determining that the aggregated segments share similar economic characteristics. The standard is further amended to require a reconciliation of segment assets to the entity's assets when segment assets are reported. ·
Amendment to IFRS 13 "Fair Value Measurement" relates to the Basis for Conclusions which is not an integral part of the Standard. The Basis for Conclusions clarifies that when International Accounting Standards Board (IASB) issued IFRS 13, it did not remove the practical ability to measure short-‐term receivables and payables with no stated interest rate at invoice amounts without discounting, if the effect of discounting is immaterial.
·
Amendment to IAS 24 "Related Party Disclosures" extends the definition of 'related party' to include an entity, or any member of a group of which it is a part, that provides key management personnel services to the reporting entity or to the parent of the reporting entity.
The adoption of the above standards and interpretations does not have any material impact on the interim financial statements in the period of initial application.
5. Fair value estimation Assets and liabilities measured at fair value can be determined based on valuation methods as defined in the fair value measurement hierarchy as follows: (i) Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1). (ii) Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (Level 2). (iii) Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level 3). http://www.investegate.co.uk/ArticlePrint.aspx?id=201503160700104720H
8/18
3/16/2015
PureCircle Limited | Interim Results | FE InvestEgate
The Group's biological assets are measured at fair value less cost to sell and classified as Level 3 of which valuation inputs are not based on observable market data as management considers that the costs of the biological assets approximate fair value as little biological transformation has taken place since initial cost incurrences, and expect that the impact of the biological transformation on price is not expected to be material. There are no other assets and liabilities of the Group which are measured at fair value. The carrying values of the financial assets and liabilities of the Group at the balance sheet date approximated their fair values.
Notes to interim financial statements (continued)
6. Other income Other income represents net foreign exchange gain and other miscellaneous income.
7. Other expenses Other expenses represent net foreign exchange loss and other operating expenses.
8. Principal risks and uncertainties
The Group set out in its FY2014 Annual Report and Financial Statements the financial risks including foreign currency risk, interest rate risk, credit risk, liquidity and cash flow risks and capital risk management that could impact its performance; these remain unchanged since the Annual Report was published. The Group operates a structured risk management process, which identifies and evaluates risks and uncertainties and reviews mitigation activity.
9. Seasonality
At 31 December 2014 the Group had gross cash of USD58 million (30 June 2014: USD46 million) and net debt of USD52 million (30 June 2014: USD80 million). Net debt is defined as short-‐term and long-‐term borrowings less cash and bank balances. The Group's sales are seasonally weighted towards the H2 of each year and net debt is expected to reduce over time as sales increase and then convert to cash. At 31 December 2014, the Group had more than USD76 million cash and banking facilities headroom. The Directors believe the banking facilities to be sufficient for projected funding requirements.
10. Segmental information
Management determines the Group's operating segments based on the criteria used by the Chief Operating Decision Maker who has been identified as the Chief Executive Officer (CEO) for making strategic decisions. Management considers the Group to be a single operating segment whose activities are the production, marketing and distribution of natural sweeteners and flavors. From a geographical perspective, the Group is a multinational with operations located on all continents, but managed as one unified global organization.
Notes to interim financial statements (continued) 10. Segmental information (Cont'd) 31 December 2014
31 December 2013
USD'000
USD'000
Revenue Cost of sales Gross profit
43,228 (28,735) 14,493
34,851 (22,596) 12,255
Other income Administrative expenses Operating profit
160 (11,156) 3,497
305 (9,665) 2,895
(2,811) (1,074) (3,768) (216) 3,445
(2,242) 2,057 (4,537) (532) 470
Other expenses Foreign exchange (loss)/gain Finance costs Share of loss in joint ventures Taxation
http://www.investegate.co.uk/ArticlePrint.aspx?id=201503160700104720H
9/18
3/16/2015
PureCircle Limited | Interim Results | FE InvestEgate Loss for the financial period
(927)
(1,889)
EBITDA
6,393
5,175
6,393 (2,570) (246) (1,074) (3,768) 3,445 (28) (3,079) (927)
5,175 (1,522) (500) 2,057 (4,537) 470 5 (3,037) (1,889)
Reconciliation of Adjusted EBITDA to loss for the financial year EBITDA Share based payment Others Foreign exchange (loss)/gain Finance costs Taxation Non-‐controlling interest Depreciation and amortisation Loss for the financial period
Under segmental reporting, share of loss in joint venture includes Group's realised profit amounting to USD 0.3 million, arising from its sales to the joint ventures. Under the statement of comprehensive income, the profit is included within the gross profit line.
Notes to interim financial statements (continued) 10. Segmental information (Cont'd) 31 December Cash Flow Operating cash flow before working capital changes Increase in inventories
31 December
2014
2013
USD'000
USD'000
7,481
5,822
(10,044)
(4,038)
(Increase)/decrease in receivables
(355)
1,428
Decrease in payables
(1,930)
(5,205)
Net cash for operations
(4,848)
(1,993)
Net cash from/(for) financing activities
33,087
(5,183)
Gross cash at end of the financial period
58,325
30,589
31 December
30 June
2014
2014
Statement of Financial Position
USD'000
USD'000
Property, plant and equipment
59,651
63,715
Inventories
96,810
86,519
Third party trade receivables
26,091
29,107
Trade receivables from jointly controlled entities
10,129
10,205
Cash and bank balances
58,325
45,865
Total assets
314,844
292,791
Borrowings
109,803
125,850
51,478
79,985
Net debt
Geographical information
Bermuda USD'000
Asia USD'000
Europe USD'000
Americas USD'000
Goodwill USD'000
Total USD'000
-‐ 725
9,622 98,092
4,851 2,007
28,755 12,811
-‐ 1,806
43,228 115,441
-‐ 1,577
7,879 100,894
3,144 1,624
23,828 11,601
-‐ 1,806
34,851 117,502
31 December 2014 Sales Non-‐current assets 31 December 2013 Sales Non-‐current assets
The primary performance indicators used by the Group are revenues, gross profit, EBITDA, net cash from operations and http://www.investegate.co.uk/ArticlePrint.aspx?id=201503160700104720H
10/18
3/16/2015
PureCircle Limited | Interim Results | FE InvestEgate
net debt.
Notes to interim financial statements (continued) 10. Segmental information (Cont'd)
EBITDA is calculated as EBITDA adjusted to exclude discretionary items such as share based, bonus, foreign exchange gain/losses and any other non-‐recurring expenses. The entity is domiciled in Bermuda. The entity's non-‐current assets are located in countries other than Bermuda. There is no revenue from Bermuda.
11. Property, plant and equipment and intangible assets
During the period, the Group invested USD1.4 million in property, plant and equipment. The addition to intangible assets is in respect of capitalisation of project developments during the period, net of amortisation for products now launched commercially.
12. Inventories 31 December
30 June
2014
2014
USD'000
USD'000
Raw materials
14,343
14,422
Work-‐in-‐progress
18,030
11,898
Finished goods
64,437
60,199
96,810
86,519
13. Biological assets As at 31 December 2014, total biological assets of USD 3.9 million (30 June 2014: USD 4.2 million) represent 5.4 million nursery plants (30 June 2014: 5.2 million). Nursery plants are carried at cost as it is deemed to have limited biological transformation. Seedlings from nursery plants are sold to farmers upon harvest and are carried at a consistent unit cost.
Notes to interim financial statements (continued) 14. Borrowings 31 December
30 June
2014
2014
USD'000
USD'000
Current -‐ Hire purchase -‐ Term loans
20
32
42,268
123,649
42,288
123,681
Non-‐Current -‐ Hire purchase -‐ Term loans
Total borrowings
25
36
67,490
2,133
67,515
2,169
109,803
125,850
http://www.investegate.co.uk/ArticlePrint.aspx?id=201503160700104720H
11/18
3/16/2015
PureCircle Limited | Interim Results | FE InvestEgate
During the period, the Group repaid bank loan amounting to USD123 million, in line with previously disclosed repayment terms. The Group then drew down bank loans amounting to USD105 million at a weighted average effective interest rate of 5% per annum. The proceeds were used to meet working capital.
15. Income taxes
Income tax expense is recognised based on management's best estimate of the weighted average annual income tax rate expected for the full financial year. The Group has no estimated assessable profit. The Company was granted a tax assurance certificate dated 18 August 2007 under the Exempted Undertakings Tax Protection Act 1966 pursuant to which it is exempted from any Bermuda taxes (other than local property taxes) until 28 March 2016 which was extended to 31 March 2035 following the enactment of the Exempted Undertakings Tax Protection Amendment Act 2011. A subsidiary of the Group, PureCircle Sdn Bhd (PCSB), has been granted the Bio-‐Nexus Status by the Malaysian Biotechnology Corporation Sdn Bhd in which PCSB is entitled to a 100% income tax exemption for a period of 10 years on its first statutory income commencing in 2009. Upon the expiry of the 10-‐year incentive period, PCSB will be entitled to a concessionary tax rate of 20% on income derived from qualifying activities for a further period of 10 years. Another subsidiary of the Group, PureCircle (Jiangxi) Co. Ltd. (PCJX), has also been granted a 10% exemption on corporate tax from 1 January 2013 to 31 December 2020 by Ganzhou State Tax Revenue Department under the Western Ganzhou State Development program.
Notes to interim financial statements (continued) 16. Share capital and share premium Number of shares
Ordinary shares
Share premium
Total
USD'000
USD'000
USD'000
164,722
16,472
163,240
179,712
5,000
500
42,963
43,463
6
1
48
49
Balance at 31 December 2014
169,728
16,973
206,251
223,224
Balance at 1 July 2013
164,602
16,460
162,898
179,358
12
2
41
43
164,614
16,462
162,939
179,401
'000 Balance at 1 July 2014 Issuance of shares Exercise of share options
Exercise of share options Balance at 31 December 2013
In November 2014, the Group completed a placement of 5 million new ordinary shares at GBP5.50 per share. The placement raised USD43.5 million in cash, net of expenses.
17. Earnings per share
The basic earnings per share is calculated by dividing the loss attributable to owners of the Company by the weighted average number of ordinary shares in issue during the period. 6 months ended 31 December Loss attributable to equity holders of the Company (USD'000) Weighted average number of ordinary shares in issue ('000) Basic loss per share (US Cents)
31 December
2014
2013
(899)
(1,894)
166,041
164,616
(0.54)
(1.15)
Diluted earnings per share is not applicable as the potential ordinary shares under the Company's Long Term Incentive Plan would have an anti-‐dilutive effect.
18. Dividends No dividends were declared or paid by the Company during the interim period.
19. Contingent liabilities and capital commitments At the end of the period, there are no material contingent liabilities which, upon becoming enforceable, may have http://www.investegate.co.uk/ArticlePrint.aspx?id=201503160700104720H
12/18
3/16/2015
PureCircle Limited | Interim Results | FE InvestEgate
a material impact on the financial position of the Group. Capital commitments amounting to approximately USD1.1million is approved and contracted for, these are incurred for the purchase of land and upgrading of plant and machinery in Malaysia. Subsequent to the period, the Group approved an expansion capital expenditure of USD7.8 million.
Notes to interim financial statements (continued) 20. Events after the end of the reporting period There were no events that had a material impact to the condensed consolidated interim financial statements after the end of the reporting period. Please refer to note 19 relating to post balance sheet capital expenditure expansion.
21. Significant related party transactions (a) Identities of related parties:
The Group and / or the Company have related party relationships with: (i) its subsidiaries and joint ventures; (ii) the directors who are the key management personnel; and (iii) companies in which certain directors are common directors and / or substantial shareholders. The following transactions were carried out by the Group during the period: (b) Related parties (i) Related Parties
Sales of goods to jointly controlled entities
31 December 2014 USD'000
31 December 2013 USD'000
2,885
2,536
(ii) Key Management Personnel Key management includes executive and non-‐executive directors. The compensation paid or payable to key management for employee services is shown as below:
Paul Selway-‐Swift Magomet Malsagov John Robert Slosar Olivier Phillipe Marie Maes Peter Lai Hock Meng
Christopher Pratt William Mitchell
Remuneration
31 December 2014 USD'000
31 December 2013 USD'000
84 279 -‐ 42 45 34 192 676
44 165 21 23 26 -‐ 166 445
31 December 2014 USD'000 676
31 December 2013 USD'000 445
Notes to interim financial statements (continued) 21. Significant related party transactions (continued) (b) Related parties (Cont'd) (ii) Key Management Personnel (Cont'd) Number of Ordinary Shares Of USD0.10 Each At
http://www.investegate.co.uk/ArticlePrint.aspx?id=201503160700104720H
At
13/18
3/16/2015
PureCircle Limited | Interim Results | FE InvestEgate The Company
1 July 2014
Bought
Sold
31 December 2014
Direct Interests Paul Selway-‐Swift
202,300
Magomet Malsagov
14,855,612
Christopher Pratt
686,916
Olivier Phillipe Marie Maes
408,210
Peter Lai Hock Meng
191,400
William Mitchell
910,890
5,500 11,300 5,500 10,100 8,700 13,650
-‐
207,800
-‐
14,866,912
-‐
692,416
-‐
418,310
-‐
200,100
-‐
924,540
Number of Options over Ordinary Shares Of USD0.10 Each
The Company
At
At
1 July
31 December
2014
Award
Exercise
2014
Direct Interests Magomet Malsagov Christopher Pratt
686,640 -‐
Olivier Phillipe Marie Maes
2,900
Peter Lai Hock Meng
3,200
William Mitchell
529,170
5,336 3,280 4,110 4,360 4,689
-‐
691,976
-‐
3,280
(2,900)
4,110
(3,200)
4,360
-‐
533,859
Independent review report to PureCircle Limited PureCircle Limited (Incorporated in Bermuda) Registration No.: 40431 Introduction We have been engaged by the Company to review the condensed consolidated interim financial statements for the six months ended 31 December 2014 set out on pages 4 to 19, which comprise the consolidated statement of comprehensive income, consolidated statement of financial position, consolidated statement of changes in equity, consolidated statement of cash flows and related notes. Directors' responsibilities The condensed consolidated interim financial statements are the responsibility of, and have been approved by, http://www.investegate.co.uk/ArticlePrint.aspx?id=201503160700104720H
14/18
3/16/2015
PureCircle Limited | Interim Results | FE InvestEgate
the directors of PureCircle Limited. The directors are responsible for preparing the condensed consolidated interim financial statements in accordance with the AIM Rules for Companies which require that the financial information must be presented and prepared in a form consistent with that which will be adopted in the Company's annual financial statements. As disclosed in Note 2, the annual financial statements of the group are prepared in accordance with International Financial Reporting Standards. The condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting" ("IAS 34"). The maintenance and integrity of the PureCircle Limited website is the responsibility of the directors; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the condensed consolidated interim financial statements since they were initially presented on the website. Our responsibility Our responsibility is to express to the Company a conclusion on the condensed consolidated interim financial statements based on our review. This report, including the conclusion, has been prepared for and only for the Company for the purpose of preparing the condensed consolidated interim financial statements under IAS 34 and for no other purpose. We do not, in producing this report, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
Independent review report to PureCircle Limited (continued) PureCircle Limited (Incorporated in Bermuda) Registration No.: 40431 Scope of review We conducted our review in accordance with International Standard on Review Engagements 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity'. 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 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 consolidated interim financial statements for the six months ended on 31 December 2014 are not prepared, in all material respects, in accordance with IAS 34. PricewaterhouseCoopers (No. AF: 1146) Chartered Accountants http://www.investegate.co.uk/ArticlePrint.aspx?id=201503160700104720H
15/18
3/16/2015
PureCircle Limited | Interim Results | FE InvestEgate
Kuala Lumpur Malaysia 16 March 2015
Corporate Information
BOARD OF DIRECTORS
Non-‐executive Chairman Paul Selway-‐Swift Executive Directors Magomet Malsagov, Chief Executive William Mitchell, Chief Financial Officer Non-‐executive Directors Peter Lai Hock Meng Olivier Maes Christopher Pratt Audit Committee Peter Lai Hock Meng (Chairman) Olivier Maes Christopher Pratt Remuneration Committee Olivier Maes (Chairman) Paul Selway-‐Swift Christopher Pratt Nomination Committee Paul Selway-‐Swift (Chairman) Magomet Malsagov Olivier Maes
NOMINATED ADVISERS
RFC Ambrian Limited Level 14, 19-‐31 Pitt Street Sydney NSW 2000 Australia.
Level 28, QV1 Building 250 St George's Terrace Perth WA 6000 Australia. CORPORATE BROKERS
Macquarie Capital (Europe) Limited Ropemaker Place 28 Ropemaker Street London EC2Y 9HD United Kingdom
Mirabaud Securities Limited 33 Grosvenor Place London SW1X 7HY United Kingdom http://www.investegate.co.uk/ArticlePrint.aspx?id=201503160700104720H
16/18
3/16/2015
PureCircle Limited | Interim Results | FE InvestEgate
Liberum Capital Limited Ropemaker Place, Level 12 25 Ropemaker Street London EC2Y 9LY United Kingdom
AUDITORS
PricewaterhouseCoopers Chartered Accountants Level 10, 1 Sentral Jalan Travers, Kuala Lumpur Sentral PO Box 10192 50706 Kuala Lumpur Malaysia
Shareholder Information
INTERNET Investors and corporate stakeholders www.purecircle.com Consumers www.steviapurecircle.com Health professionals, customers, policy makers, consumers www.globalsteviainstitute.com REGISTERED OFFICE Clarendon House 2 Church Street Hamilton HM 11 Bermuda CORPORATE HEADQUARTERS MALAYSIA 10th Floor, West Wing Rohas Perkasa No. 9 Jalan P. Ramlee 50250 Kuala Lumpur, Malaysia T +606 2166 2206 F +606 2166 2207 E [email protected] INVESTOR RELATIONS Request for further copies of the annual report or other investor relation matters should be addressed to PureCircle office SHARE REGISTRAR In Jersey (Shares) Computershare Investor Services (Jersey) Limited Queensway House, Hilgrove Street St Helier, Jersey JE1 1ES Channel Islands In the UK (Depositary Interests) Computershare Investor Services plc The Pavilions, Bridgwater Road Bristol BS13 8AE, United Kingdom ANNUAL GENERAL MEETING http://www.investegate.co.uk/ArticlePrint.aspx?id=201503160700104720H
17/18
3/16/2015
PureCircle Limited | Interim Results | FE InvestEgate
The Annual General Meeting (AGM) will be announced following publication of the Group's results for financial year 2015. 2015 financial year and corporate calendar Half year end 31 December 2014 Year end 30 June 2015
This information is provided by RNS The company news service from the London Stock Exchange END IR SFISDMFISEID
http://www.investegate.co.uk/ArticlePrint.aspx?id=201503160700104720H
18/18
