Interim results for the six months ended 31 December 2014

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1 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 (0.9) (1.9) 53% Net debt (52) (85) 39% Net assets % Net assets per share (US cents) % ** 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 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. 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. 1

2 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 rollouts 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. 2

3 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 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. 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 William Mitchell, CFO RFC Ambrian Ltd (NOMAD) Stephen Allen 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: 3

4 Condensed consolidated statement of comprehensive income for the period ended 31 December 2014 Notes Unaudited Six months ended 31 December 31 December Continuing operations Revenue 43,228 34,851 Cost of sales (28,435) (22,596) Gross profit 14,793 12,255 Other income ,057 Other expenses 7 (1,348) - Administrative expenses (13,693) (11,782) Finance income Finance costs (3,768) (4,537) Share of loss of joint ventures (516) (532) Loss before taxation (4,372) (2,359) Income tax credit 15 3, Loss for the period (927) (1,889) Other comprehensive income (net of tax): Items that may be reclassified subsequently to profit or loss: Exchange difference arising on translation of foreign operations (5,646) (1,160) Share of other comprehensive income of investments accounted for using equity method (34) (43) (5,680) (1,203) Total comprehensive loss for the period (net of tax) (6,607) (3,092) Loss for the financial period attributable to: Owners of the company (899) (1,894) Non-controlling interest (28) 5 (927) (1,889) Total comprehensive loss attributable to: Owners of the company (6,590) (3,106) Non-controlling interest (17) 14 (6,607) (3,092) Earnings per share (US cents) Basic 17 (0.54) (1.15) Diluted 17 (0.54) (1.15) 4

5 Condensed consolidated statement of financial position As at 31 December 2014 Unaudited Audited 31 December 30 June Notes Assets Non-current assets Property, plant and equipment 11 59,651 63,715 Intangible assets 11 37,818 38,023 Biological assets 13 3,990 4,237 Prepaid land lease payments 2,973 2,999 Deferred tax assets 9,282 5,876 Investment in joint ventures Trade receivables - 1,950 Other receivables 1, , ,502 Current assets Inventories 12 96,810 86,519 Trade receivables 36,220 37,362 Other receivables and prepayments 7,547 4,962 Tax recoverable Cash and bank balances 58,325 45, , ,289 Total assets 314, ,791 Equity and liabilities Equity Share capital 16 16,973 16,472 Share premium , ,240 Foreign exchange translation reserve (4,771) 920 Share option reserve 7,597 5,076 Accumulated losses (39,102) (38,203) Equity attributable to owners of the company 186, ,505 Non-controlling interest Total equity 187, ,227 Non-current liabilities Long-term borrowings 14 67,515 2,169 Deferred income Other payables and accruals 2,180 2,111 70,014 4,640 Current liabilities Trade payables 5,799 5,879 Other payables and accruals 9,090 10,364 Short-term borrowings 14 42, ,681 57, ,924 Total liabilities 127, ,564 Total equity and liabilities 314, ,791 Net assets per share (USD)

6 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 controlling Total capital premium reserve reserve losses Sub-total interest equity Balance at 1 July , , ,076 (38,203) 147, ,227 Loss for the period (899) (899) (28) (927) Other comprehensive income - - (5,691) - - (5,691) 11 (5,680) Total comprehensive loss for the period (net of tax) - - (5,691) - (899) (6,590) (17) (6,607) Share option scheme compensation expense granted during the period ,570-2,570-2,570 Issuance of shares , ,463-43,463 Exercise of share options 1 48 (49) Balance at 31 December , ,251 (4,771) 7,597 (39,102) 186, ,653 6

7 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 controlling Total capital premium reserve reserve losses Sub-total interest equity Balance at 1 July , ,898 1,432 1,530 (40,519) 141, ,516 Loss for the period (1,894) (1,894) 5 (1,889) Other comprehensive income - - (1,212) - - (1,212) 9 (1,203) Total comprehensive loss for the period (net of tax) - - (1,212) - (1,894) (3,106) 14 (3,092) Share option scheme compensation expense granted during the period ,522-1,522-1,522 Exercise of share options (43) Balance at 31 December , , ,009 (42,413) 140, ,946 7

8 Condensed consolidated cash flow statement for the period ended 31 December 2014 Unaudited 6 months ended 31 December 31 December CASH FLOWS FOR OPERATING ACTIVITIES Loss before taxation (4,372) (2,359) Adjustments for:- Amortisation of deferred income (49) (21) Amortisation of prepaid land lease payments Depreciation of property, plant and equipment 2,893 2,927 Interest expense 3,768 4,537 Interest income (12) (180) Share based payments 2,570 1,522 Amortisation of intangible assets Inventories written off 12 4 Intangible assets written off 47 - Unrealised exchange loss/(gain) 1,922 (1,250) Share of loss in joint ventures Operating cash flow before working capital changes 7,481 5,822 Increase in inventories (10,044) (4,038) (Increase)/decrease in trade and other receivables (355) 1,428 Decrease in trade and other payables (1,930) (5,205) NET CASH FOR OPERATIONS (4,848) (1,993) Interest received Interest paid (3,768) (4,537) Tax refund/(paid) 101 (121) NET CASH FOR OPERATING ACTIVITIES (8,503) (6,471) CASH FLOWS FOR INVESTING ACTIVITIES Addition of intangible assets (1,964) (2,708) Addition of leasehold land (50) - Addition of property, plant and equipment (1,411) (3,436) Proceeds from disposal of property, plant and equipment 1 - Investment in joint venture (342) (336) NET CASH FOR INVESTING ACTIVITIES (3,766) (6,480) BALANCE CARRIED FORWARD (12,269) (12,951) 8

9 Condensed consolidated cash flow statement for the period ended 31 December 2014 (continued) Unaudited 6 months ended 31 December 31 December BALANCE BROUGHT FORWARD (12,269) (12,951) CASH FLOWS FOR FINANCING ACTIVITIES Placement of shares 43,463 - Drawdown of borrowings 105,101 17,066 Repayment of borrowings (123,047) (22,194) Net repayment of hire purchase (19) (19) Decrease/(increase) in restricted cash 7,589 (36) NET CASH FROM/(FOR) FINANCING ACTIVITIES 33,087 (5,183) Effects of foreign exchange rate changes on cash and cash equivalents (769) (232) CASH AND CASH EQUIVALENTS AT BEGINNING OF THE FINANCIAL PERIOD 38,014 46,605 CASH AND CASH EQUIVALENTS AT END OF THE FINANCIAL PERIOD 58,063 28,239 GROSS CASH 58,325 30,589 LESS: RESTRICTED CASH (262) (2,350) CASH AND CASH EQUIVALENTS 58,063 28,239 9

10 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 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 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. 10

11 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). 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. 11

12 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. 12

13 Notes to interim financial statements (continued) 10. Segmental information (Cont d) 31 December 31 December Revenue 43,228 34,851 Cost of sales (28,735) (22,596) Gross profit 14,493 12,255 Other income Administrative expenses (11,156) (9,665) Operating profit 3,497 2,895 Other expenses (2,811) (2,242) Foreign exchange (loss)/gain (1,074) 2,057 Finance costs (3,768) (4,537) Share of loss in joint ventures (216) (532) Taxation 3, Loss for the financial period (927) (1,889) EBITDA 6,393 5,175 Reconciliation of Adjusted EBITDA to loss for the financial year EBITDA 6,393 5,175 Share based payment (2,570) (1,522) Others (246) (500) Foreign exchange (loss)/gain (1,074) 2,057 Finance costs (3,768) (4,537) Taxation 3, Non-controlling interest (28) 5 Depreciation and amortisation (3,079) (3,037) Loss for the financial period (927) (1,889) 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. 13

14 Notes to interim financial statements (continued) 10. Segmental information (Cont d) 31 December 31 December Cash Flow Operating cash flow before working capital changes 7,481 5,822 Increase in inventories (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, December 30 June Statement of Financial Position 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, ,791 Borrowings 109, ,850 Net debt 51,478 79,985 Geographical information 31 December 2014 Bermuda Asia Europe Americas Goodwill Total Sales - 9,622 4,851 28,755-43,228 Non-current assets ,092 2,007 12,811 1, , December 2013 Sales - 7,879 3,144 23,828-34,851 Non-current assets 1, ,894 1,624 11,601 1, ,502 The primary performance indicators used by the Group are revenues, gross profit, EBITDA, net cash from operations and net debt. 14

15 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 Raw materials 14,343 14,422 Work-in-progress 18,030 11,898 Finished goods 64,437 60,199 96,810 86, 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. 15

16 Notes to interim financial statements (continued) 14. Borrowings 31 December 30 June Current - Hire purchase Term loans 42, ,649 42, ,681 Non-Current - Hire purchase Term loans 67,490 2,133 67,515 2,169 Total borrowings 109, ,850 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 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 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. 16

17 Notes to interim financial statements (continued) 16. Share capital and share premium Number of shares Ordinary shares Share premium Total 000 Balance at 1 July ,722 16, , ,712 Issuance of shares 5, ,963 43,463 Exercise of share options Balance at 31 December ,728 16, , ,224 Balance at 1 July ,602 16, , ,358 Exercise of share options Balance at 31 December ,614 16, , ,401 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 31 December Loss attributable to equity holders of the Company () (899) (1,894) Weighted average number of ordinary shares in issue ( 000) 166, ,616 Basic loss per share (US Cents) (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 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. 17

18 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 31 December 31 December Sales of goods to jointly controlled entities 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: 31 December 31 December Paul Selway-Swift Magomet Malsagov John Robert Slosar - 21 Olivier Phillipe Marie Maes Peter Lai Hock Meng Christopher Pratt 34 - William Mitchell December 31 December Remuneration

19 Notes to interim financial statements (continued) 21. Significant related party transactions (continued) (b) Related parties (Cont d) (ii) Key Management Personnel (Cont d) The Company Direct Interests Number of Ordinary Shares Of USD0.10 Each At At 1 July 31 December Bought Sold Paul Selway-Swift 202,300 5, ,800 Magomet Malsagov 14,855,612 11,300-14,866,912 Christopher Pratt 686,916 5, ,416 Olivier Phillipe Marie Maes 408,210 10, ,310 Peter Lai Hock Meng 191,400 8, ,100 William Mitchell 910,890 13, ,540 The Company Direct Interests Number of Options over Ordinary Shares Of USD0.10 Each At At 1 July 31 December Award Exercise Magomet Malsagov 686,640 5, ,976 Christopher Pratt - 3,280-3,280 Olivier Phillipe Marie Maes 2,900 4,110 (2,900) 4,110 Peter Lai Hock Meng 3,200 4,360 (3,200) 4,360 William Mitchell 529,170 4, ,859 19

20 Independent review report to PureCircle Limited PureCircle Limited (Incorporated in Bermuda) Registration No.: 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, 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. PricewaterhouseCoopers (AF 1146), Chartered Accountants, Level 10, 1 Sentral, Jalan Travers, Kuala Lumpur Sentral, P.O. Box 10192, Kuala Lumpur, Malaysia T: +60 (3) , F: +60 (3) , 20

PURECIRCLE LIMITED ( PureCircle or the Company ) FY15 RESULTS AND INTENTION TO LIST ON THE LONDON STOCK EXCHANGE MAIN MARKET

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