Atlas African : Results

Atlas African Industries Limited / Ticker: AAI / Index: AIM and NSE / Sector: Support Services

28 April 2016

Atlas African Industries Limited

('Atlas' or the 'Company')

Results

Atlas African Industries Ltd (AIM, NSE: AAI), announces its results for the 18 months ended 31 December 2015.Copies of the Company's full Report and Financial Statements will be posted to shareholders shortly and will also be available to download today from the Company's websitewww.atlassupport.com.

OVERVIEW

· Transformational establishment of Industrial Division and acquisition of the Chancho Project, a new state-of-the-art glass manufacturing facility in Ethiopia

· Refocussed strategy to take advantage of the rapidly growing consumer markets in East Africa and lessen the impact of the adverse oil and gas industry dynamics, providing strong foundations for growth

· Successfully raised US$5m in February 2016 to finance new industrial developments

· Loss for the period of US$34.2m - attributable to the downturn in the oil and gas sector, with US$19.4m relating to discontinued operations; write down considered prudent with regards to the on-going positioning and financing of the business

· Defined development plan focussed on development of Chancho and building shareholder value

Carl Esprey, CEO of Atlas said, 'The Ethiopian consumer market is rapidly transforming the country into a manufacturing powerhouse. With work well underway to create a state-of-the-art glass manufacturing facility, Atlas has identified a unique growth opportunity to provide the growing number of international beverage companies now operating in Ethiopia with a supply of locally produced, quality glass bottles, which will counter the reliance on expensive imports. We believe the Ethiopian consumer market offers extremely attractive development opportunities, and having significant operational experience within the local region means we are well placed to take advantage of this.

'Whilst we are naturally disappointed at having to liquidate our Kenyan business, which resulted in a significant loss for the period, we believe this decision to be a necessary and highly prudent one. The oil and gas sector is facing significant challenges, which heavily impacted our support services business. By writing down the loses attributable to this sector and discontinuing operations we have been able to start afresh, reposition the company, raise capital and embark on the next chapter in our development. I am pleased with way in which our team has managed to navigate these challenges and I look ahead with optimism and enthusiasm to the year ahead.'

CHAIRMAN'S STATEMENT

As shareholders will be aware, the 18-month period under review has been both turbulent and transformative. Together with the entire board, I believe that Atlas has navigated this period in a sensible manner and is now heading in the right direction to generate shareholder value. The collapse in the oil price, which persisted throughout the period under review, dramatically changed our operating environment, particularly in Kenya, and with oil companies aggressively cutting exploration budgets, our original core support services business was affected deeply.

In response, the Board proactively implemented a strategic review and made a number of fundamental decisions to lessen the impact of the adverse oil and gas industry dynamics; an aggressive cost cutting programme was initiated to streamline the business, we identified areas where we could utilise our existing knowledge, expertise and relationships to generate shareholder value beyond our historic core offering and we raised additional capital to strengthen the balance sheet.

With significantly better economic dynamics and market opportunity, we have transferred our focus to Ethiopia and established an industrial division, to take advantage of the rapidly growing consumer markets in-country, with our first project being the Chancho Project, a new state-of-the-art glass manufacturing facility 45km north of the capital, Addis Ababa. With relationships established in-country, including a JV with Orchid Business Group PLC ('Orchid'), one of Ethiopia's largest conglomerates, we have the ability to execute our broadened strategy and build value for shareholders.

The new industrial division and the Chancho Project are extremely exciting and we have hit the ground running. The preliminary economic studies highlighted the project's strong economic potential based on a yearly production capacity of 105 million 330ml bottles, with commissioning of the facility scheduled for 2018 and full production targeted for early 2019. As we begin the construction process, we are now also focused on conducting a full feasibility study designed to enhance the project's value as we de-risk it through the development process.

The market potential for the manufacture of international standard bottles is clearly evident in Ethiopia. The country has attracted significant investment from international beverage companies over the past five years (over $500 million invested to date) as a result of increasing consumer demand and a young demographic. In particular, beer production has grown at a CAGR of 14.3% over the last 14 years with an additional 47% capacity currently under construction. Yet despite these factors, the high-quality glass bottle market is currently dominated by expensive imports.

Furthermore, on a broader level, the Ethiopian Government has designated manufacturing as a top industrial priority, and support via development debt funding is, in principle, available for projects that substitute imports. The country also represents one of the fastest growing economies in the world, as a result of rising income, population growth, well managed infrastructure spending, and stable government policies.

On project specifics, we have a 100 year land lease (the first 45 years of lease payments have been paid in advance) on a 5.5 acre site located in close proximity to established infrastructure and just 30km from intended mine sites for the majority of materials needed to produce high quality bottles. MH Engineering Plc, a leading Ethiopian firm, has been appointed to conduct a full feasibility study, including architectural, engineering, structural, sanitary, electrical and mechanical design and quantity surveying services. We have commenced ground clearing and geotechnical drilling on-site ahead of constructing ancillary buildings. Additionally, deposits are being placed on long lead items.

To finance these developments and complete the studies we raised US$5m from new and existing shareholders, which was endorsed by shareholders at the recent General Meeting.

With the obvious potential in Ethiopia being realised and the business environment in Kenya extremely tough, following the change in the market dynamics in the provision of support services, we made the decision to liquidate our Kenyan business and redirect our efforts. As a consequence, we were forced to write down debt as a result of a strong receivables account, particularly in relation to the geothermal contracts, but the Board believe this was prudent with regards to the on-going positioning and financing of the business.

Financial Review

For the period under review we are reporting losses of US$34.2m (of which $19.4m relates to discontinued operations). As shareholders will recognise, the Company was greatly impacted by the sector dynamics as well as significant bad debts within its operating subsidiaries. When we first took control over the Ardan business, we demonstrated our ability to increase revenue, as highlighted in the 2014 figures. However, as mentioned earlier, with the cuts in oil and gas we have been forced to change direction.

In line with the new strategy, post period end, in March 2016, the Company raised US$5m via a private placing of new ordinary shares in the Company at a price of 0.325p (KES 0.48) per share. The proceeds of the placing are primarily being allocated to finance the development of our industrial division, in particular advancing the Chancho Project.

Outlook

In spite of the challenges that have faced us, I believe that we have made great strides in building a more sustainable business that is less exposed to market shocks. With the recent acquisition of the Chancho Project, we have been able to diversify the business to negate the impact of the downturn in the oil and gas sector.

The development of the Chancho Project is a major priority for the upcoming year, and at the same time we will continue to look to build shareholder value through the identification of value accretive projects with a consumer bias. To this end, our joint venture with Orchid gives unique access to many other exciting industrial projects in the fast growing Ethiopian market.

We expect to have significant news flow in the coming months as we develop our business and look to build shareholder value. Finally, I'd like to thank both the executive team, who have been working tirelessly to navigate through an extremely volatile period and of course shareholders for their support as we embark on the next stages of our corporate progression and evolution.

Ian H. Mann

Non-Executive Chairman

26 April 2016

For further information please visit www.atlassupport.com or contact:

FINANCIAL STATEMENTS

CONSOLIDATED INCOME STATEMENT

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

The notes below form part of the financial statements.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

The notes below form part of the financial statements. The financial statements were approved and authorised for issue by the Board of Directors on 27 April 2016 and were signed on its behalf.

Ian H. Mann

Non-Executive Chairman

26 April 2016

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

The notes below form part of the financial statements.

CONSOLIDATED CASHFLOW STATEMENT

Notes to the Consolidated Financial Statements

1. General Information

Atlas African Industries Limited is incorporated and domiciled in Guernsey. The address of the registered office is given on page 33. The nature of the Group's operations and its principal activities are set out in the Chairman's Statement on page 2 to 3.

The presentational currency of the Group is US Dollars as this reflects the Group's planned business activities in sub-Saharan Africa and therefore the Group's financial position and financial performance.

The financial statements have been prepared in accordance with International Financial Reporting Standards ('IFRS') as adopted by the European Union.

A number of new standards and amendments to standards and interpretations are effective for annual periods beginning on or after 1 January 2015, and have not been applied in preparing these consolidated financial statements. None of these new standards and amendments are expected to have a significant effect on the consolidated financial statements of the Group.

At the date of authorisation of these financial statements, the following Standards and Interpretations relevant to the Group's operations that have not been applied in these financial statements were in issue but not yet effective:

September 2014 Annual Improvements to IFRSs (effective for annual periods beginning on or after 1 January 2016)

The Directors do not anticipate that the adoption of these Standards and Interpretations will have a material impact on the Group's financial statements in the period of initial application.

Significant accounting policies

1.1 Basis of accounting

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31 December 2015. Control is achieved when the Company has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the period are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate.

Associates are those entities in which the Group has significant influence, but not control, over the financial and operating policies. The consolidated financial statements include the Group's share of the total recognised income and expenses of associates on an equity accounted basis, from the date that significant influence commences until the date that significant influence ceases. When the Group's share of losses exceeds its interest in an associate, the Group's carrying amount is reduced to nil and recognition of further losses is discontinued except to the extent that the Group has a binding obligation to make payments on behalf of an associate.

Intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

1.2 Going concern

The board has detailed its considerations relating to Going Concern in note 5 of the financial statements.

The directors have, at the time of approving the financial statements, a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3 Foreign currency translation

Foreign currency transactions are translated into the functional currency of the entity using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at period end exchange rates are recognised in the income statement.

1.4 Operating loss

Operating loss consists of operating expenses and excludes interest income net of finance costs.

1.5 Interest income

Interest income is accrued on an amortised cost basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount.

1.6 Taxation

The Company is resident for taxation purposes in Guernsey and its income is subject to income tax, presently at a rate of zero per cent per annum. The income of overseas subsidiaries is subject to tax at the prevailing rate in each jurisdiction.

1.7 Financial assets

Financial assets are classified into the following specific categories: financial assets 'at fair value through profit or loss' (FVTPL), 'held-to-maturity' investments, available-for-sale (AFS) financial assets and 'loans and receivables'. The classification depends upon the nature and purpose of the financial asset and is determined at the time of initial recognition.

1.8 Investment in subsidiaries

Subsidiaries are all entities (including special purpose entities) over which the group has the power to govern the financial and operating policies generally grouping a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the group controls another entity.

The Group also assesses the existence of control where it does not have more than 50% of the voting rights but is able to govern the financial and operating policies of a subsidiary. Control may arise in circumstances where the size of the Group's voting rights relative to the size and dispersion of holdings of other shareholders give the Group the power to govern the financial and operating policies, etc.

1.9 Investment in Associates

Associates are entities over which the Group has significant influence but not control or joint control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for by the equity method of accounting. Under this method the investment is initially recognised at cost and the carrying amount is increased or decreased to recognise the investor's share of the profit or loss of the investee after the date of acquisition.

The Group's share of post-acquisition profit or loss is recognised in the income statement, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income with a corresponding adjustment to the carrying amount if the investment. When the Group's share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.

The Group determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired. If this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the associate and the its carrying value and recognises the amount adjacent to 'share of profit/(loss) of associates in the income statements

1.10 Goodwill

Goodwill arising on consolidation represents the excess of the fair value of consideration over the Group's interest in the fair value of the identifiable assets, liabilities and contingent liabilities recognised. Goodwill is recognised as an asset and reviewed for impairment at least annually. Any impairment is recognised in the income statement and is not subsequently reversed.

Acquisitions accounted for under IFRS 3 the consideration used in the calculation of goodwill includes third party costs incurred to effect the acquisition. Following the adoption of IFRS 3 (revised) (acquisitions from 1 January 2010) these costs are expensed through the income statement and included in costs of acquisitions.

On disposal of a subsidiary or associate, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

For acquisitions accounted for under IFRS 3, future anticipated payments to vendors in respect of earnouts are based on the Directors' best estimates of the fair value of future obligations, which are dependent on future performance of the interests acquired and assume the operating companies improve profits in line with Directors' estimates and are included in liabilities greater or less than one year as appropriate. There will be no depreciation or amortisation of goodwill in the month of acquisition.

Following the adoption of IFRS 3 (revised), changes to earnouts are recorded in the income statement through costs of acquisitions. In this instance, when earnouts are to be settled in cash or share consideration, the fair value of the consideration is obtained by discounting to present value the amounts expected to be payable in the future. The resulting interest charge is included within finance costs of deferred consideration.

When a business is acquired from former shareholders who become employees of the Group, should their earn out payments be dependent on continuing employment then all payments are treated as remuneration for post acquisition services. This is a change to the previously adopted policy of the Group and is as a result of the publication in January 2013 of the IFRS IC Update of the Committee's agenda decision on IFRS 3 Business Combinations-Continuing employment.

The charge to the income statement is included in deemed remuneration and the fair value of the liability is included as deemed remuneration in the balance sheet, classified as current or non-current liabilities as appropriate.

In accordance with IFRS an impairment charge is required for both goodwill and other indefinite lived assets when the carrying amount exceeds the 'recoverable amount', defined as the higher of fair value less costs to sell and value in use.

Our approach in determining the recoverable amount utilises a discounted cash flow methodology, which necessarily involves making numerous estimates and assumptions regarding revenue growth, operating margins, tax rates, appropriate discount rates and working capital requirements.

These estimates will likely differ from future actual results of operations and cash flows, and it is possible that these differences could be material. In addition, judgments are applied in determining the level of cash-generating unit we identify for impairment testing and the criteria we use to determine which assets should be aggregated.

1.11 Valuation and asset lives of separately identifiable intangible assets

In order to determine the value of the separately identifiable assets on the acquisition of a business combination, management are required to make estimates when utilising the Group's valuation methodologies. These methodologies include the use of discounted cash flows, revenue and profit before tax multiples. Asset lives are estimated based on the nature of the intangible asset acquired and range between 1 and 5 years and indefinite lives.

1.12 Impairment of goodwill and other intangible assets

There are a number of assumptions the Directors have considered in performing impairment reviews of goodwill and intangible assets, as determining whether goodwill or intangible assets are impaired requires an estimation of the value in use of the cash generating units to which goodwill has been allocated. The value in use calculation requires Directors to estimate the future cash flows expected to arise from the cash generating unit and a suitable discount rate in order to calculate net present value

1.13 Property, Plant and Equipment

All items of property, plant and equipment are stated at historical cost less accumulated depreciation (see below) and impairment. Historical cost includes expenditure that is directly attributable to the acquisition. Subsequent costs are included in the asset's carrying value when it is considered probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably.

Depreciation is charged to the income statement on a straight-line basis over the estimated useful lives of each item, as follows:

- Plant and Equipment, 20%

- Motor Vehicles, 20%

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. Gains and losses on disposals are determined by comparing proceeds received with the carrying amount of the asset immediately prior to disposal and are included in profit and loss.

1.14 Loans and receivables

Loans and other receivables are not interest bearing and are initially recognised at their fair value and are subsequently stated at amortised cost using the effective interest method as reduced by appropriate allowances for estimated irrecoverable amounts.

1.15 Cash and cash equivalents

Cash and cash equivalents includes cash in hand, deposits held at call with banks and other short-term highly liquid investments with original maturities of three months or less which are subject to an insignificant risk of changes in value.

Financial liabilities

1.16 Trade and other payables

Trade and other payables are initially measured at fair value and are subsequently measured at amortised cost, using the effective interest rate method.

1.17 Provisions

Provisions are recognised when the Group has a legal or constructive obligation as a result of past events, it is probable that an outflow of the resources will be required to settle the obligation and the amount can be reliably estimated.

1.18 Equity instruments

Equity instruments issued by the Group are recorded at fair value on initial recognition, net of transaction costs.

Financial risk factors

The Group's principal financial instruments comprise cash, loans and receivables and short-term deposits. Together with the issue of equity share capital, the main purpose of these is to finance the Group's operations and expansion. The Group has other financial instruments such as trade and other receivables and trade payables.

The Group have not entered into any derivative or other hedging instruments.

The main risks arising from the Group's financial instruments are credit risk, liquidity risk and market risk (including interest rate risk and currency risk). The Board reviews and agrees policies for managing each of these risks and these are summarised below. The interest receivable relates to interest earned on bank deposits.

Credit risk

Credit risk arises from financial assets, cash and cash equivalents, and deposits with banks and financial institutions, as well as outstanding receivables. At the period end the Group's principal deposits were held with banks with a high credit rating. Receivables are regularly monitored and assessed for recoverability.

The fair value of financial assets and liabilities is not materially different to the carrying values presented.

Maximum exposure to credit risk is as follows:

No aged analysis of financial assets is presented as no financial assets are past due at the reporting date.

Liquidity risk

The Group's policy throughout the period has been to ensure that it has adequate liquidity by careful management of its working capital. At 31 December 2015 the Group held cash deposits of $1.5m (30 June 2014: $3.1m).

Market risk

The significant market risk exposures to which the Group is exposed are currency risk, and interest rate risk. These are discussed further below:

Interest rate risk

The Group finances operations through the use of cash deposits at variable rates of interest for a variety of short term periods, depending on cash requirements. The rates are reviewed regularly and the best rate obtained in the context of the Group's needs. The weighted average interest rate on deposits was 0.1%.

The exposure of the financial assets to interest rate risk is as follows:

Currency risk

The Group holds cash balances and has transactions denominated in currencies other than the reporting currency and which therefore are subject to fluctuations in exchange rates. These risks are monitored by the board on a regular basis.

The Group does not hedge against the effects of exchange rates.

The exposure of the Group's financial assets and liabilities to currency risk is as follows:

Fair values

The Directors have reviewed the financial statements and have concluded that there is no significant difference between the carrying values and the fair values of the financial assets and liabilities of the Group as at 31 December 2015.

Capital risk management

The Group assess capital requirements regularly. The capital structure of the Group comprises its net debt (the borrowings after deducting cash and bank balances) and equity of the Group as shown in the balance sheet. The requirement for capital is satisfied by the issue of shares.

The Group's objectives when managing capital is to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders. The Group places funds which are not required in the short term on deposit at the best interest rates it is able to secure from its bankers.

The Group is under no obligation to meet any externally imposed capital requirements.

Sensitivity analysis

Financial instruments affected by market risk include cash and cash equivalents, trade and other receivables and payables. The following analysis, required by IFRS 7 Financial Instruments: Disclosures, is intended to illustrate the sensitivity of the Group's financial instruments (at period end) to changes in market variables, being exchange rates and interest rates.

The following assumptions were made in calculating the sensitivity analysis:

- all income statement sensitivities also impact equity

- translation of foreign subsidiaries and operations into the Group's presentation currency have been excluded from this sensitivity.

Interest Rates

The following table details the Group and Company's exposure to interest rate changes, all of which affect profit and loss only with a corresponding effect on accumulated losses. The sensitivity has been prepared assuming the liability outstanding at the balance sheet date was outstanding for the whole period. In all cases presented, a positive number in profit and loss represents an increase in interest income / decrease in finance expense. The sensitivity is presented assuming interest rates increase by either 20bp or 50bp.

The above sensitivities are calculated with reference to a single moment in time and will change due to a number of factors including:

- fluctuating trade receivable and trade payable balances

- fluctuating cash balances

- changes in currency mix

Critical accounting estimates and judgEments

The preparation of financial statements in conformity with IFRS as adopted in the EU requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial period are discussed below.

2. GOING CONCERN

The board has prepared forecasts for the Group covering the period of 12 months from the date of approval of these financial statements.

The directors believe that, the Group is well placed to manage its business risks successfully despite the current uncertain economic outlook. The directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

Segment Reporting

The directors consider that the Group during the period operated primarily in Kenya and Mauritius. Segment information about these businesses is presented below:

Loss for the period

Operating expenses include:

Amounts payable to Meralis Chartered Accountants and Registered Auditors in respect of services are as follows:

Staff costs

The average monthly number of employees (including executive directors) employed by the Group during the period was 900 (2014: 5)

The aggregate remuneration comprised:

The remuneration of the Directors, who are the key management personnel of the Group are set out below:

No contributions were made to pension schemes for any of the directors or employees (2014: nil).

Income Tax Expense

The Company is resident for taxation purposes in Guernsey and its income is subject to Guernsey income tax, presently at a rate of zero.

Although the Company has incurred a loss in the period there is no carried forward tax losses given the nil rate.

** The associate has reported a $0.2m (2014:$0.3m) tax charge for the period since acquisition, a 49% share of which is included in the $0.2m (2014:$1.1m) post-tax profits reported by Ardan Risk and Support Services.

Loss per Share

The calculation of the basic and diluted loss per share is based on the following data:

Number of shares

No options or instruments which might give rise to dilution were in issue during the period.

Share options have not been included in the calculation of EPS because their exercise is contingent on the satisfaction of certain criteria that had not been met at 31 December 2015. The total number of options in issue is disclosed in Note 21.

Property, Plant and Equipment

discontinued operations (ardan logistics kenya)

The Board identified Ardan Risk & Support Services, ('ARSS') as an appropriate acquisition target and on 5 August 2013 the Company entered into an acquisition agreement pursuant to which the Company agreed to acquire a 49% interest in the ARSS for a consideration of US$4m, satisfied by the issue of new Ordinary Shares. In addition, the Company was granted a period of exclusivity with a view to entering into an agreement to acquire the remaining 51% interest in ARSS.

On 28 March 2014, the Company entered into a Framework and Option Agreement pursuant to which ARSS, overseen by the Company, undertook a corporate and contractual restructuring programme to rationalise operational management, and implementation, planning and reporting. The Company was also granted a three year conditional call option to acquire 100% of Ardan Logistics Kenya, ('ALK'), a separate and new 'shell' company from which the restructured business would be operated.

On 26 September 2014 the Company exercised the call option granted to it pursuant to the framework and option agreement announced on 28 March 2014, to acquire the entire issued share capital of ALK. Following receipt of shareholder approval for the Acquisition granted at a general meeting held on 22 October 2014 the Company completed the acquisition of ALK.

Consideration Paid

The transfer of business (including the novation of contracts and the transfer of net assets etc) was completed on 1 January 2015.

The identifiable assets acquired are:

Goodwill was recognised as a result of the acquisition as follows:

On 30 November 2015, the Company took the decision to place its Kenyan subsidiaries (ALK, Ardan (Civil Engineering) Limited and Ardan (Medical Services) Limited) into liquidation by way of a Creditors Voluntary Liquidation. The downturn in the oil and gas industry, market adjustments and the failure of certain key clients to settle debts, together with increasing creditor pressure has led to the decision to close its Kenyan operations.

The Loss relating to the Discontinued Operations are as follows:

Acquisition of Subsidiaries

On 19 November 2015 the Company announced the creation of an industrial division with an initial focus on consumer based industrial projects to broaden its business offering. The industrial division will allow the Company to take advantage of unique on the ground access to highly prospective industrial projects in exciting growth markets. As part of the Company's first project within the industrial division, Atlas signed an acquisition agreement on 3 December 2015 to acquire East Africa Packaging Holdings Limited ('EAPH'), a company established to build a new state-of-the-art glass bottle manufacturing facility 45 kilometres north of Addis Ababa, Ethiopia (the 'Chancho Project').

EAPH has two investments, TEAP Glass plc and Kalamu Management Services Limited.

TEAP Glass plc, a 100% Ethiopian subsidiary and the trading entity from which the Chancho Project will operate. The identifiable assets acquired in EAPH (inclusive of TEAP Glass plc) are:

Goodwill was recognised as a result of the acquisition as follows:

Kalamu Management Services Limited is a Mauritian Management Services entity, of which EAPH owns 33%. Separately to this investment, the Company has a direct investment in Kalamu Management Services Limited for 33% and as a result of the purchase of EAPH, the Company now owns 66% of Kalamu Management Services Limited, henceforth acquiring control of the entity and accordingly goodwill is recognised at such point. Up to 19 November, Kalamu was treated as an investment in an associate, after which it has been treated as a subsidiary.

The identifiable assets acquired in Kalamu Management Services Limited at acquisition are:

Goodwill was recognised as a result of the acquisition as follows:

InVESTMENTS IN SUBSIDIARIES

Investments include:

The Directors consider the carrying amount of investment in subsidiaries has not suffered any impairment loss.

Interest in Associate companies

The investment in associate refers to the investment in Ardan Risk & Support Services, ('ARSS'), which is detailed in Note 13 and Kalamu Management Services Limited which is reference in Note 14.

TRade and other receivables

All non-current receivables are due within five years from the end of the reporting period.

The effective interest rates on non-current receivables were 2.2%.

The Directors consider that the carrying amount of trade and other receivables approximates their fair value.

There are no significant amounts past due.

CASH AND CASH EQUIVALENTS

Financial Liabilities

Other payables principally comprise amounts outstanding for trade purchases and ongoing costs.

The Directors consider that the carrying amount of financial liabilities approximates their fair value.

Share Capital

The Company has one class of ordinary share which carries no right to fixed income.

On 15 August 2014, 77.8 million ordinary shares were issued for cash at a price of 9.0 pence per ordinary share.

On 23 October 2014, the Company issued 350,000 ordinary shares in part payment for services rendered by an advisor.

Between 24 October 2014 and 31 December, the Company issued 39.1 million ordinary shares at a price of 6.0-7.0 pence per ordinary share.

Movement in Retained Earnings

Share-based payments

The Group operates a share plans relating to shares in the parent company known as the AOL Share Option Scheme 2013.

The Group recognised total expenses of $2,720k related to equity-settled share based payment transactions.

Share Options

The exercise price of the options granted under the share option scheme is determined at every grant date and set for each grant. There is generally no vesting period but in certain instances vesting periods of 6-30 months has been included. Options are forfeited if the employee leaves the Group before the options vest.

The following information relates to these share option scheme:

The fair value was calculated using the Monte Carlo and Black Scholes models. In valuing the options, the following assumptions were used:

Expected volatility was determined by calculating the historical volatility of the Group's share price over the previous three years. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.

Controlling Party

The Directors believe that there is no ultimate controlling party.

Contingencies

A subsidiary, Kalamu Development & Support Services has a contingent liability relating to Input VAT claimed on expenditure. The VAT Returns were not filed within the required 6 month period and as such the Company may be denied such claim and have an additional VAT liability of $87k.

Other Matters

A subsidiary, Kalamu Development & Support Services operating in Tanzania has ceased operations during the period under review. Operations in Tanzania commenced in January 2015 and were scheduled to continue for 12 months however the contract was terminated in October 2015 by the Company due to non-payment by the contracting client.

The Loss relating to the ceased operations are as follows:

Related Parties

C Esprey, L Monro and B Lobel, Directors of the Group during the period, are also members of Calary Services Limited ('Calary'). Related party transactions are entered into on an arm's length basis. No provisions have been made in respect of amounts owed by or to related parties. During the period Atlas provided loans to Calary of $305k for the purposes of establishing treasury and administrative services for the Group. Calary subsequently provided loans to Kalamu Management Services Limited of $115k, resulting in a net receivable by the Company at 31 December 2015 of $190k. Post period end, these loans have been fully repaid to the Company.

After the period end, commission of US$172k was paid to Ocelot Investment Group Limited, a company controlled by AS Groves.

The remuneration of the Directors, who are the key management personnel of the Group, is set out in note 8.

Post Balance Sheet Events

On 15 February 2016, the Board announced its intention to raise US$5m through an issue of new Ordinary Shares by way of a Placing at a Placing Price of 0.325 pence per Ordinary Share. The proceeds of the Placing are be used to fund a full feasibility study for the Company's Chancho Project in Ethiopia, a new state-of-the art glass manufacturing facility 45km north of the capital, Addis Ababa, as well as initial construction works. The Board also announced the posting of a notice and circular convening a General Meeting to vote on resolutions relating to the Placing and to the proposed change of name to 'Atlas African Industries Limited'.

On 16 February 2016 the Board announced that it has successfully raised US$5m before expenses by way of an issue of 1,064,307,692 new ordinary shares of no par value in the Company at a price of 0.325 pence per ordinary share.

On 17 March 2016 the Company announced a change of name from Atlas Development & Support Services Limited to Atlas African Industries Limited.

During the first quarter of 2016 the Company announced various updates and completion of key milestones relating to the Chancho Project in Ethiopia, including the following:

· Granted a 100 year land lease certificate and construction licence covering an area of 5.5 ha of the Chancho site

· Commenced ground breaking at the Chancho site

· Appointment of design consultant, MH Engineering to advance Ethiopian bottling project

· MOU with Ethiopian Brewery to Supply Glass Bottles

**ENDS**

Atlas Development & Support Services Limited issued this content on 28 April 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 28 April 2016 06:20:32 UTC

Original Document: http://www.atlassupport.com/news.aspx?ArticleId=24329294