(KSI) KleenAir Systems

KLEENAIR SYSTEMS INTERNATIONAL PLC

(AIM: KSI)

Preliminary announcement of results for the year ended 30 June 2011

CHAIRMAN'S STATEMENT

Introduction

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

Continued Research into Investment Opportunities

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

Financial Results

The Financial Statements for the period to 30 June 2011 are set out below.  The Financial Statements show revenue of £35,000 and administrative expenses have been reduced by 71%.

Changes to the Board of Directors

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

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

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

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

Grant of Options to Directors

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

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

Loan Notes and Company Finance

In satisfaction of a debt of £5,910 by KleenAir to GIS, on 6 April 2011 KleenAir announced that under the secured loan note agreement dated 24 July 2009, GIS had exercised an option to subscribe for a further £5,910 convertible loan notes ("CLNs"), leaving the total number of CLNs over which GIS holds an option at a conversion price of £0.01 at zero.

GIS retains an option to purchase up to a further £700,000 convertible loan notes created pursuant to a loan note instrument dated 22 June 2010 which have an exercise price of £0.027 or 10% discount to market based on the average previous five days trading, whichever is the lower.

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

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

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

J Gunn

Executive Chairman

17 November 2011

Statement of Comprehensive Income

For the year ended 30 June 2011

Statement of Financial Position

For the year ended 30 June 2011

Statement of Changes in Equity

For the year ended 30 June 2011

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

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

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

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

Statement of Cash Flow

For the year ended 30 June 2011

Major non cash transactions:

Convertible loans of £18,506 were converted into shares during the year ended 30 June 2011 (2010 - £279,074).  In total 1,805,555 new shares were issued with a total value including share premium of £18,056.

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2011

1.         GENERAL INFORMATION

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

2.         ACCOUNTING POLICIES

            Basis of Preparation

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

3.         FINANCIAL RISK MANAGEMENT

            General Objectives, Policies and Processes

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

4.         REVENUE

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

5.         EMPLOYEES

6.         DIRECTORS' REMUNERATION

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

During the year ended 30 June 2010 L Simons was paid £10,000 in fees and £10,000 in respect of the termination of his service agreement.

7.         OPERATING LOSS

8.         FINANCE INCOME AND COSTS

            Interest Expense

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

9.         TAXATION

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

Factors affecting current tax charge:

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

The Company has excess management expenses of £1,261,000 (2010 - £1,101,000) to carry forward, capital losses of £150,000 (2010 - £150,000) and excess capital allowances of £78,000 (2010 - £78,000) to carry forward against future suitable taxable profits. No deferred tax asset has been provided on any of these losses due to uncertainty over the timing of their recovery.

10.        LOSS PER SHARE

Loss per ordinary share has been calculated using the weighted average number of shares in issue during the relevant financial periods.  The calculations of both basic and diluted loss per share for the year are based upon the loss for the year of £163,353 (2010 - £63,042).  The weighted number of equity shares in issue during the year was 45,690,636 (2010 - 9,559,680).

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

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

11.        INVESTMENTS

During the year the Company purchased equity shares at a cost of £740,000 in Inspirit Energy Limited, an unlisted company registered in the United Kingdom operating in the Clean Tech and Renewables sector. The Company owns a total of 2,596,666 shares in Inspirit Energy Limited representing approximately 17% of the total shares in issue.

12.        TRADE AND OTHER RECEIVABLES

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

13.        CASH AND CASH EQUIVALENTS

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

14.        TRADE AND OTHER PAYABLES

15.        BORROWINGS

Convertible Loans

During the year ended 30 June 2010, the Company issued 434,090 5% convertible loans at a par value of £434,090 under loan note instruments dated 24 July 2009 and 23 November 2009. Loan notes totalling £274,073 and £18,056 were converted into shares during the years ended 30 June 2010 and 30 June 2011 respectively. The loans dated 24 July 2009 mature 18 months from the date of the loan note instrument; the loans dated 23 November 2009 mature on 22 December 2012. Both series of loan notes have a conversion price of £0.01 per share. 

During the year ended 30 June 2010, the Company issued 300,000 5% convertible loans at a par value of £300,000 under a loan note instrument dated 22 June 2010.  The loans mature on 22 December 2012 and have a conversion price of £0.027 per share or at a 10% discount to the average market price based on the previous five days trading, whichever is the lower.  No loan notes from this instrument were converted into shares during the years ended 30 June 2010 and 30 June 2011.

New convertible loans of £5,910 were created during the year ended 30 June 2011 in lieu of interest.

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

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

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

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

16.        SHARE CAPITAL

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

On 13 December 2010 the Company subdivided its Ordinary and 'B' Ordinary share capital on the basis of 10 new shares for every 1 existing share. The new nominal value of one Ordinary and 'B' Ordinary share is £0.001.

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

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

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

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

17.        SHARE OPTIONS

Share options are granted to selected Directors and employees.

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

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

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

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

18.        CAPITAL COMMITMENT

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

19.        CONTINGENT LIABILITIES

The Company has no contingent liabilities.

20.        ULTIMATE CONTROLLING PARTY

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

21.        RELATED PARTY TRANSACTIONS

During the year ended 30 June 2011, the Company entered into a loan agreement dated 23 May 2011 with Inspirit Energy Limited, a company in which S Pozner is a Director.  Inspirit Energy Limited is beneficially owned and controlled by J Gunn, a substantial shareholder of the Company.  The Company advanced £30,000 to Inspirit Energy Limited under this unsecured sterling loan facility for working capital purposes.  Interest on the loan at 7% per annum is payable to the Company and the loan is repayable not less than three months, but not more than three years, from the date of the agreement.  As at 30 June 2011, the amount due to the Company from Inspirit Energy Limited was £30,000, together with accrued interest receivable of £219.

In addition, the Company charged Inspirit Energy Limited fees of £35,047 (2010 - £Nil) for the provision of corporate services during the year.  An amount of £5,969 was receivable from Inspirit Energy Limited as at 30 June 2011 in respect of these fees.

Global Investment Strategy UK Limited ("GIS") is a company in which S Pozner was a Director until 10 May 2011.  GIS is beneficially owned and controlled by J Gunn, a substantial shareholder of the Company.  GIS subscribed for convertible loan notes of £Nil (2010 - £734,090) during the year ended 30 June 2011 in accordance with the Convertible Secured Loan Note Instruments disclosed in Note 15.  The Company created a fixed and floating charge in favour of GIS, as trustee for the noteholders, under the terms of those Loan Note Instruments.

During the year GIS charged the Company £22,171 for rent, rates and office facilities, £233 for staff training and £14,167 for corporate finance services. In addition, the Company paid GIS commissions totalling £85,659 for funds raised in the year which has been charged to the share premium account. At 30 June 2011, the amount due from the Company to GIS was £16,039.

During the year ended 30 June 2010, GIS subscribed to convertible loan notes totalling £300,000 and placed the entire cash amount in escrow for the benefit of the Company.  During the year ended 30 June 2011, GIS settled various expenses and liabilities on behalf of the Company from this escrow account.  The amount held in escrow on behalf of the Company as at 30 June 2011 was £Nil.

22.        EVENTS AFTER THE END OF THE REPORTING PERIOD

On 24 October 2011, Global Investment Strategy UK Limited agreed to convert £224,859 of its outstanding convertible loan into 8,328,125 ordinary shares of 0.1 pence each.

23.        PRIOR PERIOD ADJUSTMENTS

During the year ended 30 June 2010, issued convertible loans which are convertible into a fixed number of equity shares at the holder's option, were not split between liability and equity components in accordance with International Accounting Standard 32: Financial Instruments - Presentation. The material equity component of certain convertible loans issued during the year ended 30 June 2010, amounting to £37,601, has been reclassified from Non-Current Liabilities: Borrowings, to Other Reserves within equity. 

In addition, convertible loans of £160,017 as at 30 June 2010 had a maturity date due to expire within 12 months of that year-end. These convertible loans have been reclassified from non-current to current liabilities.

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

24.        ANNUAL REPORT AND ANNUAL GENERAL MEETING

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