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Atlas Development

& Support Services Limited


(Formerly known as Africa Oilfield Logistics Limited)

Incorporated in Guernsey under the Companies (Guernsey) Law 2008 with company number 55964
Registered in Kenya as a foreign company under registration number CF/2014/166829

Listing Statement
November 2014

In respect of:
The Listing by Introduction on the Growth Enterprise Market Segment of the Nairobi Securities Exchange of
393,923,366 ordinary shares of no par value each of Atlas Development & Support Services Limited at a
listing price of KES 11.60 per ordinary share

Registered with Companies Registry

Table of Contents
Important Notice ..................................................................................................................................................i
Chairmans Statement....................................................................................................................................... iii
Corporate Information .......................................................................................................................................iv
Glossary of Definitions and Abbreviations ..................................................................................................... vii
1.

KEY FEATURES OF THE TRANSACTION ...........................................................................................1

2.

ECONOMIC OVERVIEW.........................................................................................................................5

3.

OVERVIEW OF THE KENYA EQUITY MARKET .............................................................................14

4. OVERVIEW OF THE NATURAL RESOURCES SECTOR IN EAST AFRICA AND THE


OPPORTUNITY FOR PROFESSIONAL SUPPORT SERVICES PROVIDERS ..........................................15
5.

THE BUSINESS.......................................................................................................................................17

6.

OPERATIONAL AND FINANCIAL REVIEW ......................................................................................36

7.

KEY RISK FACTORS .............................................................................................................................43

8.

STATUTORY AND GENERAL INFORMATION ................................................................................56

9.

DIRECTORS STATEMENT ..................................................................................................................68

APPENDIX 1: LEGAL OPINION ...................................................................................................................69


APPENDIX II: INTRODUCTION TO FINANCIALS ...................................................................................73
APPENDIX III: REPORTING ACCOUNTANTS REPORT .........................................................................74
1.

REPORT OF THE ACCOUNTANTS .....................................................................................................75

2.

ACCOUNTING POLICIES .....................................................................................................................77

3.

FINANCIAL INFORMATION ................................................................................................................80

I)

Consolidated income statement ................................................................................................................80

ii)

Consolidated Statement of Comprehensive income ..................................................................................81

iii) Consolidated Statement of Financial Position .........................................................................................82


iv) Consolidated Statement of Changes in Equity..........................................................................................83
v)

Consolidated Cash Flow Statement ..........................................................................................................84

4.

NOTES TO THE FINANCIAL STATEMENTS .....................................................................................85

Nominated Advisor

Burbidge Capital
4th Floor Nivina Towers
Westlands Road, Museum Hill, Westlands,
P.O. Box 51525 00100
Nairobi, Kenya
Tel: +254 (0) 202 100 102

Legal Advisors

Anjarwalla & Khanna


The Oval, 3rd Floor
Westlands
P.O. Box 200-00606, Sarit Centre
Nairobi, Kenya

Reporting Accountants

Baker Tilly Merali's


1st Floor, New Rehema House, Rhapta Road, Westlands
P.O. Box 67486, 00200
Nairobi, Kenya

Registrar (Kenya)

The Central Depository & Settlement Corporation Limited (CDSC)


Nation Centre, 10th Floor
Kimathi Street
P.O. Box 3464-00100 GPO Nairobi

Registrar (UK)

Capita Asset Services


40 Dukes Place
London EC3A 7NH
United Kingdom
Tel: +44 (0) 20 7397 6264

Public Relations (Kenya)

Levanter Africa
2nd Floor Bravo Block
Wilson Business Park
P.O. Box 8541, 00200, Nairobi, Kenya

Public Relations (UK)

St Brides Media & Finance


3 St Michael's Alley
London EC3V 9DS
United Kingdom

Important Notice
THIS DOCUMENT CONTAINS IMPORTANT INFORMATION FOR CONSIDERATION AND
REQUIRES CAREFUL ATTENTION AS IT INCLUDES WITHIN IT, LEGAL, MARKET AND
HISTORIC AND CURRENT FINANCIAL INFORMATION.
This Listing Statement includes particulars given in compliance with the requirements of the Companies Act
2001 (Cap.486), the requirements of the Capital Markets Act (Cap. 485A), The Capital Markets (Securities)
(Public Offers, Listing and Disclosures) Regulations 2002 and, the rules and regulations made thereunder, as
well as the rules contained in the Nairobi Securities Exchange (NSE) listing rules, in particular, the NSE
Listing Manual.
This Listing Statement is issued by Atlas Development & Support Services Limited (ADSS or the
Issuer) and has been prepared in compliance with The Capital Markets (Securities) (Public Offers, Listing
and Disclosures) Regulations 2002 in connection with the proposed cross listing of the whole of its existing
issued share capital (Shares) on the Official List of the NSE by way of Introduction (Introduction) in the
Growth Enterprise Market Segment (GEMS) of the NSE.
Application is being made to the NSE for the listing of the Shares on the NSE. Subject to compliance with
the NSE Listing Manual, the NSE will admit the Shares for listing under the security code ADSS in the
GEMS. As a matter of policy, the NSE and the Capital Markets Authority assume no responsibility for the
correctness of any statements or opinions made, or reports contained in this Listing Statement, as the case
may be. Approval of the Introduction is not to be taken as an indication of the merits of the Issuer or of the
Shares.
Should any doubt arise as to the meaning of the contents of this Listing Statement or as to what action to
take, please consult your investment bank, financial advisor, stockbroker or other professional advisor, duly
authorized under the Capital Markets Act, who specializes in advisory on the acquisition of shares and other
securities.
The Directors of the Issuer, whose names appear on page 67 of this Listing Statement, accept responsibility
for the information contained in this document. To the best of the knowledge and belief of the Directors (who
have taken all reasonable care to ensure that such is the case), the information contained in this document is
in accordance with facts and does not omit anything likely to affect the import of such information.
A copy of this Listing Statement together with the documents required by Section 43 of the Companies Act
(Cap.486) to be attached hereto, have been delivered to the Registrar of Companies in Nairobi for
registration.
Shares of the Issuer will be available to the general public through the secondary trading on the NSE. Upon
listing, the sale or transfer of Shares will be subject to the rules of the NSE and the CDSC (as defined below).
The register will be maintained by CDSC (the Registrar). There are currently no other restrictions on the
sale or transfer of Shares under Kenyan law by Kenyan residents.
This Listing Statement does not constitute an offer, invitation or the marketing to any person to subscribe for
or purchase any new shares in the Issuer. Neither this Listing Statement nor any other information supplied
in connection with the Introduction is intended to provide a complete basis of any credit or other evaluation,
nor should it be considered as a recommendation by ADSS or the directors or officers of ADSS, that any
recipient of this Listing Statement (or any other information supplied in connection with the Introduction)
should purchase any shares of the Issuer.
Legal Advisors Opinion
Anjarwalla & Khanna, the Legal Advisors, have given and not withdrawn their written consent to the
inclusion in this Listing Statement of their Legal Opinion (attached as Appendix I), and the references to

their names in the form and context in which they appear, and have authorized the contents of the said Legal
Opinion. The Statutory, Legal and General Information section of this Listing Statement lists material
contracts which arose in the ordinary course of business in which the Issuer is currently involved.
Reporting Accountants Opinion
This Listing Statement contains statements from Baker Tilly Meralis, Kenya, the Reporting Accountants,
which constitutes statements made by an expert in terms of Section 42(1) of the Companies Act (attached as
Appendix II), The Reporting Accountants have given and not withdrawn their consent to the issue of the said
statements in the form and context in which they are included in this Listing Statement.
Forward-looking statement
This Listing Statement contains forward-looking statements relating to the Companys business. These
forward-looking statements can be identified by the use of forward-looking terminology such as believes,
expects, may, is expected to, will, will continue, should, would be, seeks or anticipates or
similar expressions, or the negative thereof, or other variations thereof, or comparable terminology or by
discussions of strategy, plans or intentions.
These statements reflect the current views of the Company with respect to future events and are subject to
certain risks, uncertainties and assumptions. Many factors could cause the actual results, performance or
achievements of the Company to be materially different from the future results, performance or achievements
that may be expressed or implied by such forward-looking statements. Some of these factors are discussed in
more detail under Key Risk Factors and The Company.
Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those described in this Listing Statement as anticipated,
believed, estimated or expected.
This Listing Statement is dated: 14th November 2014.

Chairmans Statement
Richmond House
St Julians Avenue
St Peter Port
Guernsey
GY1 1GZ

November 2014
Dear Shareholder,

Proposed Listing on the Growth Enterprise Market Segment of the Nairobi Securities Exchange
Atlas Development & Support Services (the Company), the AIM-listed African focussed support services
and logistics company, is pleased to be joining the Growth Enterprise Market Segment (GEMS) of the
Nairobi Securities Exchange (NSE) by way of introduction, making the Company the first AIM listed
company to join the NSE.
This important step represents a natural alignment of the Companys ownership structure with its East
African stakeholders and customers, and demonstrates the Companys commitment to local ownership. The
dual listing is expected to further align the Company with the ongoing strong regional growth and provide a
foundation for further growth and development.
Through our primary investment into Ardan Risk & Support Services, we have already built a strong
presence within the support services and logistics sector, and are currently working for a number of
international companies operating in the East African region.
This dual listing on the NSE will establish the Company as a pioneer, and it represents yet another milestone
for this Company in its quest to achieve its vision of becoming recognised in sub-Saharan Africa as the
specialist service provider of choice in the logistics support industry.
Since our listing on the AIM Market in June 2013 we have made exceptional progress in implementing our
vision and we warmly invite you to participate in our future growth.
Yours sincerely,

Ian Hollis Mann


Non- Executive Chairman

Corporate Information
Issuer Name

Atlas Development & Support Services Limited (ADSS)


(formerly known as Africa Oilfield Logistics Limited)

Issuer Contact Information

Atlas Development & Support Services Limited


Richmond House
St Julian's Avenue
St Peter Port
Guernsey GY1 1GZ
Tel: +44 (0) 20 7408 9200
Contact Persons
Carl Esprey
Chief Executive Officer
Email: cesprey@atlassupport.com
Tel: +44 (0) 20 7408 9200
Tel: +254 718 923 311/2/3
Peter Lachlan Alexander Monro
Chief Operating Officer
Email: lmonro@atlassupport.com
Tel: +44 (0) 20 7408 9200
Tel: +254 718 923 311/2/3

Current Directors of the Issuer

Ian Hollis Mann- British *


Non -Executive Chairman

Carl James Esprey Italian **


Chief Executive Officer

Barry Lobel British **


Chief Financial Officer

Lachlan Monro British **


Chief Operating Officer

Andrew Stuart Groves British *


Executive Director

Jonathan Wordsworth Wright British *


Non - Executive Director

* address for the purposes of this Listing Statement is c/o


Richmond House, St Julians Avenue, St Peter Port,
Guernsey GY1 1GZ.
** address for the purposes of this Listing Statement is 3rd
Floor, Kalamu House, Grevillia Grove, Westlands, Nairobi,
Kenya.

Registered Office

Richmond House
St Julians Avenue
St Peter Port
Guernsey GY1 1GZ

Kenya Branch Office

c/o Axis Kenya


2nd Floor, Apollo Centre,
Ring Road, Parklands, Westlands
P.O. Box 764, Sarit Centre, Nairobi, Kenya 00606

Financial Calendar

Financial Year End 30 June

Incorporation and Kenyan Branch


Registration

Date of Incorporation: 5th December 2012


Country of Incorporation: Guernsey
Date of Kenyan Branch Registration: 6th November 2014

Legislation

The Companies (Guernsey) Law 2008


The Companies Act (Cap 486)

Legal Form

Non-cellular company limited by shares incorporated in the


Island of Guernsey, Channel Islands with registered number
55964, and registered in Kenya as a foreign company under
Part X of the Companies Act (Cap 486) registration number
CF/2014/166829.

Subsidiaries

As at the date of publication of this Listing Statement, Atlas


Development & Support Services Limited had 1 subsidiary
and 9 sub - subsidiaries:
Subsidiary:
Ardan Risk Holdings Limited, incorporated in
Mauritius on 9th September 2013, Company No.
118434 C1/GBL
Sub subsidiaries:
o Ardan Logistics Kenya Limited, incorporated in Kenya
on 5th March 2014, No. CPR/2014/134094
o Ardan Servicos Medicos, Lda, incorporated in
Mozambique on 9th October 2013
o Ardan Servicos, Logisticos, Lda, incorporated in
Mozambique on 8th October 2013
o Ardan (Facilities Management) Limited, incorporated
in Kenya on 25th March 2014, No CPR/2014/135230;
o Ardan (Medical Services) Limited, incorporated in
Kenya on 19th March 2014, No CPR/2014/ 135237;
o Ardan (Risk Management) Limited, incorporated in
Kenya on 31st March 2014, No CPR/2014/ 135227;
o Ardan (Civil Engineering) Limited, incorporated in
Kenya, on 27th March 2014, No CPR/2014/ 135217;

and
Ardan (Workforce Accomodation) Limited,
incorporated in Kenya, on 24th March 2014, No
CPR/2014/ 1352223.

Authorised representative in respect


of the Kenya Branch office

Conrad Nyukuri
c/o Axis Kenya
2nd Floor, Apollo Centre,
Ring Road, Parklands, Westlands
P.O. Box 764, Sarit Centre, Nairobi, Kenya 00606

Auditors

Baker Tilly UK Audit LLP


25 Farringdon Street
London EC4A 3BF
United Kingdom

Legal Advisors

Anjarwalla & Khanna


3rd Floor, The Oval
Junction of Ring Road Parklands & Jalaram Road,
Westlands
P.O. Box 200-00606, Sarit Centre, Nairobi, Kenya

Company Secretary

Phillip Enoch MA (Oxon)

Principal Bankers

CFC Stanbic Bank


CfC Stanbic Bank, CfC Stanbic Centre, Chiromo Road,
Nairobi

Glossary of Definitions and Abbreviations


Subject
ADSS

Definition
Atlas Development and Support Services Limited

AIM

the AIM Market of the London Stock Exchange plc

AIM Rules

the AIM Rules for Companies and the AIM Rules for Nominated
Advisers each produced by the London Stock Exchange, and each as
amended from time to time

ALK

Ardan Logistics Kenya Limited, a company incorporated in Kenya


with registration number CPR/2014/134094

AOL

Africa Oilfield Logistics Limited

Ardan

the collective group of companies previously operating under the


Ardan Risk & Support Services brand, including Ardan Risk &
Support Services (K) Limited, Ardan Risk Holdings Limited and
ALK
The Articles of Incorporation of Atlas Development & Support
Services Limited

Articles
Board

The Board of Directors of the Issuer

CAGR

Compounded Annual Growth Rate

Capital Markets Legislation

Means (a) the Capital Markets Act, Chapter 485A of the Laws of
Kenya and all subsidiary legislation and rules and guidelines
promulgated thereunder (b) the rules of the NSE (c) Companies Act
and (d) any law applicable to capital markets in Kenya

CBK

Central Bank of Kenya

CBR

Central Bank Rate

CCA

Comparable Company Analysis

CDSC

Central Depository and Settlement Corporation Limited, under which


operates the Central Depository System, a computer system operated
in accordance with the Central Depositories Act, 2000 that facilitates
holding of securities in electronic accounts thereby facilitating faster
and easier processing of transactions at the NSE

CEO

Chief Executive Officer

CMA

The Capital Markets Authority in Kenya, a statutory body


incorporated under the Capital Markets Act and includes anybody
replacing it or any of its functions

Company or Issuer

Atlas Development & Support Services Limited

DFI

Development Finance Institution

Directors or the Board

Directors of the Company whose names appear on page XX of this


Listing Statement

DPS

Dividend Per Share

EBITDA

Earnings Before Interest Tax Depreciation and Amortization

EPS

Earnings Per Share

FCFF

Free Cash Flow to Firm

FID

Final Investment Decision

F&O
FSMA

the Framework and Option Agreement entered into between (amongst


others) Ardan and ADSS on 28 March 2014
the Financial Services and Markets Act 2000, as amended

GBP

British Pound

GDP

Gross Domestic Product

GEMS

Growth Enterprise Market Segment of the NSE

Group

the Company and its subsidiaries undertakings, as described on page


viii, operating under the Atlas Development & Support Services
brand

KES

Kenya Shilling

L-N Form

Form to be utilized to facilitate transfer of shares from the London


Register to the Nairobi Register

Law

the Companies (Guernsey) Law, 2008 (as amended)

Listing

Admission of the Shares to trading on GEMS

Listing Price

KES 11.6 per share

LNG

Liquefied Natural Gas

London Register

the Companys principal share register as maintained by Capita


Registrars (Guernsey) Limited

Market Cap

Market Capitalisation

MPC

Monetary Policy Committee

MSCI Index

The MSCI World is a stock market index of 1,612 'world' stocks,


maintained by MSCI Inc., formerly Morgan Stanley Capital
International.

N-L Form

Form to be utilized to facilitate transfer of shares from the Nairobi


Register to the London Register

NASI

Nairobi All Share Index

NSE

Nairobi Securities Exchange

Ordinary Shares

ordinary shares of no par value in Atlas Development & Support


Services Limited

PPP

Public Private Partnership

Removal Form

the form utilized by an investor to request the transfer of shares from


the Companys share register to its sub-register and/or vice versa

Second Tier Subsidiaries or Sub - ALK, Ardan Servicos Medicos Lda, Ardan Servicos Logisticos Lda,
subsidiaries
Atlas Development (Engineering) Plc, Ardan (Facilities
Management) Limited, Ardan (Medical Services) Limited, Ardan
(Risk Management) Limited, Ardan (Civil Engineering) Limited and
Ardan (Workforce Accommodation) Limited
Subsidiary

Ardan Risk Holdings Limited

UKLA

the UKLA department of the Financial Conduct Authority, acting in


its capacity as the competent authority for the purposes of Part VI of
FSMA

USD / US Dollar

United States Dollar

VAT

Value Added Tax

WACC

Weighted Average Cost of Capital

Y/Y

Year on Year

1. KEY FEATURES OF THE TRANSACTION


This Listing Statement should be read in full along with other documents available for inspection for full
appreciation of the subject matter.
1.1. The Listing
Atlas Development & Support Services Limited is pleased to be joining the Nairobi Securities Exchange
(NSE). ADSS has opted to list by way of introduction on the Growth Enterprise Market Segment (GEMS) of
the NSE in conjunction with the Companys existing listing on AIM.
1.2. Reasons for the listing
The dual listing on GEMS will create a broader base of shareholders and added liquidity for existing
shareholders, provide East African investors with access to the Company and raise the profile of the
Company.
This listing statement will be available for inspection at the offices of Burbidge Capital Limited until and for
a minimum of five working days after the date of Listing.
1.3. Transaction Overview
Transaction

Listing by Introduction on GEMS segment of NSE

Issuer

Atlas Development & Support Services Limited

Shares

393,923,366 ordinary shares each of no par value each


comprising the issued and fully paid up share capital of the
Issuer.

No of shares to be issued/ made


available for trading

393,923,366 ordinary shares each of no par value

Status

Upon Listing, freely transferable Ordinary Shares ranking pari


passu with each other.

Trades

Ordinary Shares will be fully dematerialized and uploaded into


the CDSC prior to trading. The Ordinary Shares listed on AIM
are currently held in certificated form or under the CREST
system, (a paperless settlement procedure)

Compliance

The Listing is subject to the requirements of the Articles, the


Law, the Capital Markets Act, the Nairobi Securities Exchange
Listing Manual and the Central Depositories Act, 2000.

Listing/ Introduction Price

KES 11.601 per Ordinary Share

Nominated Advisor

Burbidge Capital Limited

Market Segment

GEMS

Expected Listing Date

December 2014

The Share Price is subject to ADSS Share Price on date of listing and GBP/KES exchange rate at date of Listing.

Governing Law
(of the Listing and this Listing
Statement)

Kenyan Law

1.4. Basis for Setting Listing Price


The Listing Price has been determined by the Issuer in consultation with the Nominated Advisor on the basis
the current market price of ADSS on AIM.
1.5. Trading of shares
All shares will be fully transferrable between AIM and NSE. The transfer of shares from one market to the
other will follow the model outlined below:
Nairobi-to-London

The investor will fill in the Removal Form and submit it to their broker in Kenya, who will then verify
the information and deliver the form to CDSC.
CDSC will remove the shares from the investors account and attach the investors statement confirming
the removal of the securities from the account and electronically send the documents to Capita
Registrars.
Capita Registrars will then move the shares from the Nairobi Register to the investors nominated
CREST account, in accordance with the details supplied on the N-L Form.

London-to-Nairobi

CDSC will receive the L-N Form and attachments electronically from Capita Registrars.
CDSC will verify information provided and credit the investors account as per the details on the L-N
Form.
Capita Registrars will move the shares from the London Register to the Kenyan Register and CDSC
Registrars will adjust the register accordingly in accordance with the details supplied on the L-N Form.

The transfer of shares from one market to the other will typically take c.4 business days, following which the
shares will be tradable in the destination market.
1.6. The Company
Atlas Development & Support Services Limited (previously known as African Oilfield Logistics Limited)
was formed to acquire and/or invest in businesses which focus on the logistics support industry in respect of
oil and gas exploration and other development projects in sub-Saharan Africa. The Company was
incorporated in Guernsey on 5 December 2012 and its ordinary share capital was admitted to trading on AIM
on 25 June 2013 (the Admission).
Subsequent to the Admission, the Board identified Ardan 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 Ardan for consideration of US$4 million, satisfied by the issue of new ordinary
shares in the capital of the Company.
In addition to this acquisition, the Company was also granted a period of exclusivity with a view to entering
into an agreement to acquire the remaining 51% interest in Ardan.
Subsequently, on 28 March 2014, the Company entered into a Framework and Option Agreement (the
F&O) pursuant to which:

overseen by ADSS, Ardan undertook a corporate and contractual restructuring programme to rationalise
operational management, and business implementation, planning and reporting; and

ADSS was granted a three year conditional call option (the Call Option) to acquire 100% of ALK, a
separate and new shell company in Kenya from which the restructured business of Ardan would be
operated.

In September 2014, the Board exercised the Call Option. Completion of the Call Option was conditional
upon shareholder approval and receipt of all necessary and applicable 3rd party approvals (in all relevant
jurisdictions). The 3rd party approvals were obtained in July 2014 and on 22 October 2014, where the
shareholders of ADSS approved the completion of the Call Option and the acquisition of ALK on the terms
set out in the F&O.
1.7. Background on business operations
Founded in 2008, Ardan has developed and recruited a highly experienced operational team and established
itself as a cost-effective, quality provider of turn-key logistics and support services solutions to international
corporate clients operating primarily in the oil & gas and mining sectors in East Africa, achieving consistent
growth since inception.
Ardans services currently include: Construction and Engineering, Procurement and Logistics, Catering and
Camp Management, Safety, Health, Environment and Quality Management, Health and Safety Training,
Medical Services, Community Relations, Personnel Placement as detailed in further detail in Part 5 of this
Listing Statement.
Ardans focus since incorporation has been on East Africa, with a significant amount of growth leveraged on
the increase in exploration around the Rift Valley area in Kenya. Companies such as Tullow Oil plc and
Africa Oil Corp. have made significant commitments to drilling in this area and have already reported
encountering commercially viable quantities of oil. Against this backdrop of increased exploration activity,
the Board believes that there is an urgent and real need for professional, internationally certified and reliable
local partners who can provide quality oilfield services and logistics to the exploration companies operating
in the region, at a competitive cost.
ADSS continues to maintain an active investment policy and will consider investing in and/or acquiring
businesses which the Board believes could generate material value for the Company and its shareholders.
The Board has well established business contacts and connections in sub-Saharan Africa and intends to use
the experience of working within companies focussed on operating in sub-Saharan Africa to enable them to
identify prospective acquisition and/or investment targets with scope for growth.
1.8. Key Investment highlights
Competent Management
The management of ADSS is highly qualified and has significant experience in the oil and gas, mining
and support services sectors.
High quality clients
ADSS has a high quality clientele having worked, amongst others, with Tullow, Weatherford
International, fertiliser producer Yara and potash developer Allana Potash Corp. Most of ADSS clients
are multinational companies exploring for natural resource opportunities in the region.
Few sophisticated players
The lack of local, sophisticated and experienced support services companies allows ADSS to enjoy less
competition and therefore reap the benefit of winning major contracts offered by the oil and gas
exploration companies. However, more international logistics players are expected to venture into the
region as more discoveries are made.
Local ownership

The Company believes that increasing its local ownership through the Listing will further demonstrate
its commitment to operating in East Africa and give it competitive advantages against international
service providers.

1.9. Key Listing Statistics


Listing price per Ordinary Share

KES 11.602

1.10. Transaction Timetable


Approvals from the NSE

November 2014

Deadline for uploading the Ordinary Shares into CDSC

December 2014

Dispatch of Listing Statement to shareholders

December 2014

Listing and Commencement of Trading at the NSE

December 2014

1.11. Expenses of the Listing


The expenses of the Listing which will fall under the account of the Issuer are estimated at KES 9,855,000.
Professional fees and related costs

KES*

Nominated Advisor**

4, 385,000

Reporting Accountants

1,500,000

Legal Advisors

2,600,000

Registrars

250,000

NSE listing fees

250,000

Public Relations

870,000

Total

9,855,000

*These figures may be subject to change. The expenses of the Listing amount to 0.2% of the Companys Market Cap on the Listing Price or KES 11.6 per
Share.
**an exchange rate of KES 87.70 / USD has been applied for the nominated advisor fee of USD 50,000.

1.12. Lock-In Period for Directors


On 25 September 2014, as a sign of commitment to the growth of the Company, the Company entered into
lock-in agreements with each of Mr. Esprey, Mr. Groves, Mr. Lobel, Mr. Monro and Mr. Mann (2014
Locked-in Shareholders) pursuant to which each of the 2014 Locked-in Shareholders agreed (subject to
certain limitations discussed below) not to dispose of any Ordinary Shares, and to procure that no persons
associated with the 2014 Locked-in Shareholder who are the absolute beneficial and registered owners of
Ordinary Shares will dispose of any Ordinary Shares for a period of 12 months from the date of Admission.
1.13. Dividend Policy
ADSS has a policy to pay dividends when permitted by law and subject to the consideration of the results of
its operations, financial position, investment and liquidity requirements, legal reserves and minimum capital
requirements.

The Share Price is subject to ADSS Share Price on date of listing and GBP/KES exchange rate at date of Listing.

The declaration, amount and payment of dividends will be recommended, subject to the limitations set forth
above (and any other relevant considerations), by the Board, and approved by majority vote of the
Shareholders at a general meeting of the Company.
1.14. Investor Relations Policy
The Company intends to adopt an open policy of full disclosure to investors and has already put measures in
place to facilitate this. It intends to offer semi-annual briefings following the listing (presently anticipated to
coincide with the announcement of annual and interim results).
2. ECONOMIC OVERVIEW
Set out below is an outline/description of the key jurisdictions in which the Company is likely to operate.
This analysis should not be taken as:

a definitive statement regarding the subject matter but is simply the Boards understanding based on
advice received from Burbidge Capital;
a limitation of the Companys ability to operate in other jurisdictions; or
a reasonable commitment to continue operation in any jurisdiction for a specific period of time.

2.1. Kenya
2.1.1.

Economic Growth

The Kenyan economy expanded at a rate of 4.7% in 2013 following a 4.6% expansion and a 4.4% expansion
in 2012 and 2011 respectively. The World Bank projects that Kenyas GDP will grow 4.7% a year in 2014
and 2015 but indicated that the economy has the potential to achieve a higher growth rate of 5% in the next
two years. The 2013 performance was supported by:

the stable macroeconomic environment for the better part of the year;
low and stable inflation supported by improved supply of basic foods, lower international oil prices and
lower costs of electricity; and
infrastructural development and the construction sector.

Weak investor confidence resulted in low private investment and subdued GDP growth; drought in the fourth
quarter of 2013 depressed growth in agriculture and increased electricity prices, driving up production costs
and reducing GDP by an estimated KES 23.8 billion (0.7%) in 2013.3
The World Bank believe that the projected growth of 4.7% a year in 2014 and 2015 will be supported by
stronger global economic activity among Kenyas trading partners. This year macroeconomic stability
witnessed in 2013 has continued into the first half of 2014 and is likely to be maintained for the rest of the
year. The projections assume that the impact of inadequate rainfall and the insecurity caused by terrorist
activity will be limited. 4
The value of Kenyan goods and services Gross Domestic Product (GDP) for 2013 was estimated at USD
53.4 billion (4.76 trillion Kenya shillings) in 2013.
The provisional estimates of GDP show that the country's economy expanded by 5.8% during the second
quarter of 2014 compared to 7.2% recorded during a similar quarter of 2013. The growth was mainly

Reference: Northeasterly bearing Economic Outlook by Deloitte 2014


Reference: http://www.worldbank.org/en/country/kenya/publication/kenya-economic-update-economy-facingheadwinds-2014-special-focus-delivering-primary-healthcare-services and World Bank Economic Update 2014
4

supported by robust growths in: construction (18.9%); manufacturing (9.1%); financial & insurance (8.3%);
information and communication (6.4%); and wholesale and retail trade (6.8%).5

Percent

Kenya Real GDP Growth (%)


8.0
6.0
4.0
2.0
0.0

Kenya Real
GDP Growth
(%)

Year
Source: World Bank Database

2.1.2.

Macro-Economic Overview

The movements in inflation, interest rates and exchange rates are reviewed further, below:
(i) Inflation
Inflation expectations were anchored at a lower level as a result of lower international food and fuel prices
and prudent monetary policy. Inflation averaged 5.7% (7.3% for food) in 2013 and has averaged 7.3% (9.6%
for food) in the 12 months ending in September 2014.6

Percent

Kenya Annual Inflation Rate (%)


10
8
6
4
2
0

Kenya Annual
Inflation Rate
(%)

Months
Source: Kenya Bureau of Statistics, Central Bank of Kenya

Consumer Price Index (CPI) rose from 150.60 points in July 2014 to 152.02 points in August 2014. The
overall rate of inflation increased from 7.67% to 8.36% during the same period. CPI rose from 152.02 points
in August 2014 to 152.24 points in September 2014. However, the overall rate of inflation decreased from
8.36% to 6.6% during the same period due to a decline in the Housing, Water, Electricity, Gas and Other
5

Revised Quarterly Gross Domestic Product, October 2014, Kenya Bureau of Statistics
Source: Kenya National Bureau of Statistics
The Central Bank https://www.centralbank.go.ke/index.php/balance-of-payment-statistics/inflationrates
6

Fuels Index, which decreased collectively by 0.52%. This decline was attributed to notable falls in the cost
of kerosene and electricity. Electricity prices were lower in September 2014 compared with August 2014 due
to reduction in fuel cost and forex adjustment charges.7
(ii) Interest Rates
The average yield rate for the 91-day Treasury bills, which is a benchmark for the general trend of interest
rates, fell to 8.29% in August 2014 from 9.78% in July 2014. The inter-bank rates increased to 11.72%
during the period. The available data shows that the average lending rate has averaged 16.69% from January
to September 20148
Jan-14
9.26
10.43
17.03
16.82
6.55
1.56

T-bill 91-day
Interbank
Average lending rate
Overdraft rate
Average deposit rate
Savings

Feb-14
9.16
8.83
17.06
16.88
6.57
1.49

Mar-14
8.98
6.47
16.91
16.44
6.61
1.56

Apr-14
8.80
7.40
16.70
16.44
6.48
1.53

May-14
8.82
7.76
16.97
17.85
6.42
1.54

Jun-14
9.81
6.60
16.36
15.88
6.56
1.50

Jul-14
9.78
8.08
16.91
17.12
6.59
1.33

Aug-14
8.29
11.79
16.26
16.20
6.51
1.50

Sep-14
8.35
7.43
16.04
15.79
6.64
1.51

Source: Central Bank of Kenya

(iii) Exchange Rate


Since the beginning of 2014, the Kenya Shilling has been losing value when compared to major world
currencies. The KES, which lost 2.6% against the dollar up to August 2014, remained under pressure from
importers seeking dollars and was predicted to weaken further in the face of a shortage of hard currency
inflows. This is mainly being fuelled by a drop in the number of tourists visiting the country after major
tourism market countries issued travel advisories against Kenya. However, the situation is expected to start
improving as countries such as Germany recently announced having lifted its travel advisory against Kenya.
In the month of August, the KES appreciated against the GBP, the Euro, the Ugandan and Tanzanian
shilling. In contrast, the KES depreciated against the US Dollar and the South African Rand. In the month of
September the shilling appreciated against GBP, the Euro, and the South African Rand but depreciated
against the US Dollar, and the Ugandan and Tanzanian shillings.9
Currency
1 US Dollar
1 Sterling Pound
1 Euro
1 SA Rand
UGS/KES
1 TZS/KES

Jan-14
Feb-14 Mar-14 Apr-14 May-14 Jun-14 Jul-14
Aug-14
86.21
86.28
86.49
86.72
87.41
87.61
87.77
88.11
141.99
142.81
143.76
145.08
147.29
148.15
150.01
147.24
117.50
117.81
119.58
119.78
120.09
119.16
118.93
117.40
7.96
7.86
7.96
8.20
8.39
8.20
8.22
8.26
29.00
28.61
29.28
29.19
28.97
29.45
30.00
29.66
18.68
18.82
18.88
18.86
18.92
19.18
18.97
18.89

Sep-14
88.84
144.99
114.74
8.11
29.47
18.78

Source: Central Bank of Kenya

Consumer Price Indices and Inflation Rates for September 2014, Kenya Bureau of statistics Publications

The Central Bank of Kenya, Macroeconomic statistics


https://www.centralbank.go.ke/index.php/balance-of-payment-statistics/interest-rates-2
9
The Central Bank of Kenya, Macroeconomic statistics
https://www.centralbank.go.ke/index.php/balance-of-payment-statistics/exchange-rates

2.2 Mozambique
2.2.1. Economic Growth
According to the Africa Development Bank, Mozambiques economy remained one of the most dynamic on
the continent in 2013, with a 7% rate of real GDP growth, in spite of the major flooding which occurred
during the first quarter and the low intensity politico-military confrontations between government and the
opposition movement. The buoyant economy remains driven by mega-projects, predominantly funded by
foreign capital, focused on aluminium, extractive industries, and the energy sector.10

10.0
5.0
0.0

2005
2006
2007
2008
2009
2010
2011
2012
2013
2014 (p)
2015 (p)

Percent

Mozambique Real GDP Growth (%)

Mozambique Real
GDP Growth (%)

Year
Sources: AfDB Statistics Department, and INE, AfDB (e) estimates and (p) projections

The extractive sector was the fastest growing in 2013 at 22%, propelled by coal exports. Another continued
growth driver has been increased public expenditure estimated to reach 36.8% of GDP in 2014 primarily
benefiting the construction, services, and transport and communications sectors. The steady gains in GDP per
capita up 44.7% since 2010, and now estimated at USD 640 is fuelling domestic demand, although this is
centred mainly on urban areas, where about 20% of the population lives. The financial sector follows behind
the extractive industry as the most dynamic. It expanded by 17.7% in 2013, supported by increased
household income and credit expansion.
2.2.2

Macro-Economic Overview
(i) Inflation

The inflation rate in Mozambique averaged 6.56% from 2009 until 2014, reaching an all-time high of
17.44% in December of 2010 and a record low of 1.05% in November of 2009. The Bank of Mozambique
continues to follow a prudent but active monetary policy stance. Despite weather-related exogenous shocks,
inflation has remained under control at low levels, with the 12-month average ending 2013 at 4.15%, well
below the central banks initial 7.5% target.

10

Source: African Economic Outlook (AEO) 2014


http://www.africaneconomicoutlook.org/en/countries/southern-africa/mozambique/

Mozambique Inflation Rate (%)


Percentage

15
10
5

Inflation

0
2005 2007 2009 2011 2013
Year
Sources: World Bank Database

Mozambican annual consumer inflation slowed to 2.75% in June of 2014 from 2.9% recorded in the previous
month. A year earlier the annual inflation rate was 4.86%. Upward inflationary pressures came mostly from
higher prices of education (5.85%) and food. The inflation rate in Mozambique was recorded at 2.23% in
September of 2014. Inflation has gradually declined over the last 12 months having recorded 4.42% in
October 2014. The monetary policy committee cited that the behaviour of inflation is explained by the
greater offer on the domestic market of fruit and vegetables, reflecting the seasonal impact of the cool period
of the year, plus the stability of the metical on the exchange market, supported by a greater availability of
foreign currency.11

Mozambique Annual Inflation Rate (%)

Percentage

5
4
3
2
Mozambique Annual
Inflation Rate

1
0

Month
Source: Mozambique's National Statistics Institute (INE)

(ii) Interest rates


At its August 9th, 2014 meeting, Mozambican Monetary Policy Committee decided to hold the benchmark
interest rate at 8.25%, (the same rate applied since October of 2013), citing that the recent moderated
inflation outlook is meeting the macroeconomic targets for the year. Despite the central bank holding its own
interest rates steady for the past year, commercial banks interest rates still remain high. Average interest rates
charged by the banks to their clients in December 2013, for loans maturing in a year, was 19.80%, only
11

BNI Development Bank of Mozambique Financial Markets MagazineData sourced from the National Institute of Statistics http://www.ine.gov.mz/

0.45% lower than in November 2013. These rates have typically remained quite high throughout this year
Available data shows that the average interest rate on bank loans fell slightly from June 2014, but was still
high at 20.8% in July 2014.12

Percent

Average Interest rate for a Loan with 1 yr


Maturity
21.50
21.00
20.50
20.00
19.50
19.00

Month
Source: Bank of Mozambique

(iii) Exchange rate


The Metical has remained relatively stable against the United States Dollar (USD) since the beginning of
2013, losing just 1% up to September 2014. This helped control the cost of fuel imports, while the currencys
15.7% appreciation against the South African Rand in the same period contained inflationary pressures
deriving from food and other imported consumer goods. 13
Currency
Dollar
SA Rand

Jan-14

Feb-14

29.83
2.75

31.5
2.86

Mar-14

31.53
2.93

Apr-14

31.04
2.94

May-14

31.25
3.00

Jun-14

31.29
2.93

Jul-14

30.76
2.88

Aug-14

30.13
2.82

Sep-14

30.32
2.76

Source: Bank of Mozambique

Since the start of 2014 the Metical has depreciated against both the Dollar and the South African Rand. The
Mozambique Metical decreased to 30.32 in September from 30.13 in August of 2014 but recovered slightly
against the South Africa Rand in September.
2.3. Ethiopia
2.3.1

Economic Growth

The Ethiopian economy has experienced strong and broad based growth over the last 3 years, averaging 10%
per year between 2011 and 2013, compared to the regional average of 6.8%, and is forecasted to grow at an
average of 8.2% for the next 5 years between 2014 and 2019, according to the IMF World Economic
Outlook Database, October 2014.
12

BNI Development Bank of Mozambique Financial Markets Magazine


Data sourced from Bank of Mozambique http://www.bancomoc.mz/PEstudos_en.aspx?id=P&ling=en
13

BNI Development Bank of Mozambique Financial Markets Magazine


Data sourced from Bank of Mozambique
http://www.bancomoc.mz/Mercados.aspx?id=tcmd&ling=pt

10

Ethiopia Annual GDP Growth Rate (%)


12

Percentage

10
8
6
4

Actual

Estimate

0
2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
Year
Source: IMF WEO Database: October 2014/BC Analysis

According to World Banks report- 3rd Ethiopia Economic Update: June 2014, expansion of the services,
agriculture and industry sectors contributed most to GDP growth (4.5%, 3.1% and 2.1%, respectively).
Construction activity was the major driver of the non-manufacturing industry sector, with a growth
contribution of 1.4% in 2013, while within services, transport and communications was the leading sector.14
Ethiopias economic growth has also been supported largely by the substantial public investment spurred by
the governments current five-year development plan (2010/11-2014/15) - known as the Growth and
Transformation Plan (GTP) - and increased domestic demand largely driven by a growing population. The
GTP is geared towards fostering broad-based development in a sustainable manner to achieve the countrys
Millennium Development Goals. Key goals of the GTP include:

Rapid economic growth, targeted for 11% per year at worst and, at best, to double the size of the
economy by 2015, with GDP per capita expected to reach $698 by 2015;
Agricultural production is to double, to ensure food security in Ethiopia for the first time;
An increased contribution from the industrial sector, particularly focused on increased production in
sugar, textiles, leather products and cement;
Foreign exchange reserves are projected to increase and the Birr is to depreciate by 5% against the
dollar each year;
The roads network should increase from 49,000 km to 64,500 km by 2015;
Power generation capacity will increase from the current 2,000 MW to 8,000 MW, and the number
of customers from the current two million to four million by 2015;
Construction of 2,395 km of railway line.15

Earlier this year, the World Bank approved funding of USD 320 million towards the construction of a 258
km road that will link the North West Oromia state and the South West Amhara State. The investment is
expected to finance 83% of the construction with the remaining 17% being funded by the Ethiopian state.

14

3RD Ethiopia Economic Update Strengthening Export Performance Through Improved Competitiveness: June 2014 Real Sector
15
World Bank Ethiopia overview- http://www.worldbank.org/en/country/ethiopia/overview-

11

Investment in road infrastructure is expected to support the countrys sustainable growth achieved during the
past decade. 16
In May 2014, Ethiopias rating by Fitch, Moodys and Standard and Poors agencies were B, B1 and B/B
respectively, reflecting a stable outlook for the economy. These ratings were driven by Ethiopias strong
record of economic growth in the last decade and place Ethiopia at a position to tap into the global markets to
mobilize resources towards financing its development projects.17
2.3.2

Macro-Economic Overview

The movements in inflation, interest rates and exchange rates are reviewed further, below:
(i) Inflation18
Ethiopian inflation has remained in single digits for almost a year. As can be seen from the chart below the
September 2014 general y/y inflation has increased by 5.6% as compared to September 2013. The 5.6% rise
in general inflation rate was due to an increase in yearonyear food inflation by 3.6% in September 2014 as
compared to September 2013 and an increase in the NonFood inflation by 7.8% in September 2014 as
compared to September 2013.
International factors also contributed to reduced inflationary pressure. A decomposition of inflation into
tradable and non-tradable goods revealed that internationally traded goods (imported and exported
commodities) in Addis Ababa exhibited a much faster decline in inflation than goods which are not
internationally traded. In addition, a tightening of monetary policy has also contributed to lower inflation.
For instance, a strong fiscal stance, particularly measures to improve tax administration and enforcement,
contained the fiscal deficit at 2% of GDP in 2012/13 compared to 1.2% of GDP in 2011/12.

Ethiopia Annual Inflation Rate (%)

Percentatge

10
8
6
4
Ethiopia Annual
Inflation Rate

2
Sep-13
Oct-13
Nov-13
Dec-13
Jan-14
Feb-14
Mar-14
Apr-14
May-14
Jun-14
Jul-14
Aug-14
Sep-14

Month
Source: The Federal Democratic Republic of Ethiopia Central Statistical Agency/ BC Analysis

(ii) Interest Rates


16

Source: Stratlink Global March 2014 Africa Market Report-page 24 Economic Outlook
https://www.moodys.com/research/Moodys-assigns-B1-issuer-ratings-to-the-Government-of-Ethiopia--PR_298848,
http://www.reuters.com/article/2014/05/09/fitch-rates-ethiopia-b-outlook-stable-idUSFit69988020140509,
http://www.standardandpoors.com/ratings/sovereigns/ratings-list/en/ap?sectorName=null&subSectorCode=39
18
The Federal Democratic Republic Of Ethiopia Central Statistical Agency: September 201417

12

Lower inflation, in turn, contributed to lower real interest rates. The maximum lending rate has been positive
in real terms since 2012 while the real minimum deposit rate has been negative.
Average saving deposit and lending rates remained unchanged from Q4 of 2013 at 5.4% and 11.88%,
respectively, both on quarterly and annual basis. The weighted average time deposit rate, registered annual
increment of 3.0% in Q1 of 2014, and increased by 5.2% in Q2 of 2014, but remained unchanged in Q3 of
2014. 19
(iii) Exchange rates
In the interbank foreign exchange market, the average official exchange rate of the Birr depreciated by 5.6%
compared to last year same period and reached Birr 18.5331/USD. Likewise, the parallel market average
exchange rate was depreciated by 9.2% relative to the rate a year ago. Consequently, the premium between
the official and parallel market rates in the first quarter widened to 9.0% from 5.4% in same quarter last year.
20

During Q2 2014, the average official exchange rate of the Birr depreciated by 4.8% and 1.1% compared to
last year same quarter and the preceding quarter, respectively, to reach Birr 18.94/USD. 21The Ethiopian Birr
increased to 19.81 in July from 19.59 in June of 2014.

19

National Bank of Ethiopia Quarterly Bulletin Q1, Q2, Q3 2013-14National Bank of Ethiopia Quarterly Bulletin Q1 2013-1421
National Bank of Ethiopia Quarterly Bulletin Q2 2013-1420

13

3. OVERVIEW OF THE KENYA EQUITY MARKET


In 2013 the listed equities market, the NSE closed the year as the top performing African bourse according to
the MSCI index (an index created by MSCI that is designed to measure equity market performance), and the
MSCI frontier markets index. Stability in the macro-economic environment, the peaceful outcome of the
2013 general election and significant corporate actions over the year bolstered investors confidence in
Kenyas listed equities market. The Nairobi All Share Index (NASI) rallied 44.1% during the year closing
at 136.65 points. In 2013, equity turnover climbed 76.7% to a high of USD 1.8bn as a result of increased
foreign investor participation. Net foreign inflows stood at USD 392.60m (previous year, USD 268.81m. In
addition, 2012 saw the introduction of the GEMS on the NSE, targeting mid-size, high growth companies.
The GEMS market attracted its first listing (a real estate developer, Home Afrika), in July 2013. Of other
notable actions in the market, was the delisting of Access Kenya Group following a successful take-over bid
by Dimension Data Holdings (42.0% premium), and the delisting of CMC holdings following the takeover
by Dubai-based conglomerate Al-Futtaim Group.
In the first half of 2014, (January to June), investor wealth at the NSE grew by KES 186 billion affirming the
bourses position as one of Kenyas most dependable investment options. Market capitalisation, the value of
all listed stocks, rose 10% to KES 2.01 trillion helped by share price appreciation in key insurance, banking,
and telecommunications sectors. Small and medium-sized counters, however, recorded higher growth than
larger ones. The NSE 20 Share Index listing of top players in each segment of the market dropped
0.9% to stand at 4885 points even as the NASI rose 10% to 150 points during the six month period.
September 2014 was a bullish month at the NSE with the 20 Share Index crossing the 5,400.00 mark.
Turnover rose to USD 221.16m (previous month USD 178.31m) while NASI advanced 3.5% to close at
163.45 points (16.7% YTD). In the last week of September 2014, the exchange showed signs of slowing
down driven by a buyers market as investors moved to lock in gains made during the bull-run. The market is
expected to remain vibrant especially driven by investor excitement around corporate actions

14

4.

OVERVIEW OF THE NATURAL RESOURCES SECTOR IN EAST AFRICA AND THE


OPPORTUNITY FOR PROFESSIONAL SUPPORT SERVICES PROVIDERS

Discoveries of oil and gas in East Africa are relatively recent, with the major commercial discoveries coming
in the last five years. Potential hydrocarbon basins across the region are currently the subject of active
interest and the Directors expect the sector to be a key driver of the economic growth of East Africa for many
years once these projects commence.
East Africa has continued to hit the oil and gas industry headlines and it seems likely that this will continue
for the rest of 2014. September 2013 saw Uganda issue its first production licence (for the Kingfisher field)
with the expectation that others will follow in 2014, along with finalisation of plans for a new oil refinery at
Hoima. In Tanzania, continuing exploration has added to the countrys offshore gas reserves and a new
licensing round was launched in October. Mozambique is expecting FID for its huge offshore gas reserves
during 2014 with plans to construct a 4 train LNG plant with a 20 million tonne per year capacity. Kenya has
seen further exploration success with Tullow indicating total oil reserves of approximately 600 million
barrels in its onshore blocks in Northern Kenya and further offshore drilling is planned for Kenyas exclusive
economic zone in 2014. Whilst Ethiopia has so far enjoyed only limited exploration success it does have
potentially commercial gas reserves and promising geology. Interest in this country is expected to increase in
the coming months.22
As exploration gains momentum, investors will rely on local governments to develop basic infrastructure
such as rail, roads, healthcare facilities, housing, real estate and retail space. Kenya is characterised by a
significant road works programme financed by the African Development Bank, China, Brazil and Japan.
These programmes are critical considering the country was losing close to KES 50 million (USD590 000)
daily due to traffic congestion in Nairobi and its environs, primarily due to time wasted on the road.31
Previously, according to Africa Construction Trend report 2013, a report by Deloitte, East Africa was a
sleepy backwater for the upstream Oil and Gas industry, but the discovery of significant quantities of oil in
Uganda in 2006 ushered in a bonanza. In fact, more hydrocarbons have been discovered in East Africa in the
past two years than anywhere else. The onshore oil discoveries in Uganda were followed by discoveries in
Kenya. Offshore we have seen world-class discoveries of gas in Tanzania.
The development of the oil and gas industry will provide a major stimulus to local economies and will
require extensive upgrading of existing infrastructure. Governments across the region are looking at how to
harness the power of the industry to benefit their people. At the same time oil and gas companies are
focusing their efforts on the development of local content and local capacity.
Countries in East Africa differ distinctly from one another, specifically with regard to their level of
infrastructure development. Kenya is further progressed than Uganda, Tanzania and Ethiopia, although
Ethiopia is making some noteworthy developmental inroads. Despite the inherent complexity in developing
regional assets, with big projects being worked on or planned being cross-border by nature, there is a sense
of collaboration and strategic integration in East Africa. There also appears to be significant activity being
initiated in South Sudan to address basic infrastructure needs such as air transport and roads.
According to the survey done by Deloitte, in which 94 East African projects were sourced, transport is
dominating the share of projects after which energy and power feature strongly. The balance of projects in
any one sector, in terms of the number thereof, is minimal, although oil and gas projects are beginning to
feature.

22
31

The Deloitte Guide to Oil and Gas in East Africa, 2014


Deloitte on Africa African Construction Trends Report 2013

15

East Africa Capital Expenditure Analysis:

Source: African Construction Trends Report 2013 by Deloitte


According to the survey, government owns a dominant 72% of projects in East Africa while Europe/US
holds 11% in project ownership. International DFIs lead the funding charge at 24% with China funding 17%
of projects in the region, after which Europe/US funding comes into play for 13% of projects. Africa DFIs
are funding 11% of projects, followed by foreign institutions, which fund 9%. Of the sample, 71% are
publicly funded, 28% privately funded and 1% are being funded through PPPs.
European/US construction firms are responsible for the highest number of projects (37%) while Chinese
firms are building 19% of projects underway. Interestingly, Indian construction firms are involved in power
plant construction work, particularly aiming to showcase their expertise in the clean energy arena.
The oil and gas boom in East Africa, particularly oil exploration and development in Uganda and Kenya, oil
exploration in Somalia and world-class discoveries in Mozambique and Tanzania, together with gold mining
operations in Tanzania, and potash developments in Ethiopia represent significant opportunities for the
Enlarged Group to target.
In particular, there is increasing demand from western companies operating in the region for professional
support service providers, experienced in providing services in Africa.

16

5. THE BUSINESS
5.1 Historical Background
Ardan was formed in 2008 by Mike Pelham, initially focusing on providing engineering and construction
services primarily to companies in the oil and gas sector in sub-Saharan Africa. The business grew by
targeting niche opportunities and is now considered by the Board to be a leading provider of quality turn-key
support services and logistics solutions to international companies operating on the African continent. Ardan
has established an international client base and currently services its clients at numerous sites across East
Africa.
5.2 Products and Service Offering
Ardan provides a range of products and services, from the provision of remote workforce accommodation to
facilities management and medical support, as described in more detail below. As indicated above, Ardan
services multiple industry sectors and has been involved with projects ranging from oil and gas exploration
and drilling programmes in Sudan, Somalia, Kenya and Ethiopia, to the largest geothermal project in the rift
valley and potash and gold development in the Danakil region of Northern Ethiopia.
ALK was established in 2014 to provide a new divisionalised structure through which Ardan will be
operated. At present certain of Ardans existing contracts are being novated to ALK whilst new business is
being taken on directly through ALK.
ALKs tailored turn-key offering is delivered through three main divisions: Ardan Technical; Ardan
Services; and Ardan Logistics. The seven key service lines of ALK are described below by division:
5.2.1

Technical

Civil engineering and infrastructure development


Ardan has the ability to deliver engineering solutions and infrastructural development projects across a
number of terrains in Africa. Ardan has experience in managing complex operations from initial planning
stages through to site rehabilitation including road and air strip construction projects, well site and
associated infrastructure construction and the construction of bridges, clinics, schools and water management
installations.
The technical team includes experienced professionals in the fields of civil engineering and surveying, design
and fabrication, project management, logistics and environmental management.
For the purposes of civil engineering and infrastructure development projects, Ardan maintains its own fleet
of transport and construction equipment as well as its own manufacturing yards in Kenya and Ethiopia,
specialising in the construction of well site support and accommodation camps, and industry specific
infrastructure.
Workforce accommodation
Ardan supplies multiple styles of accommodation to its clients, ranging from modular containerized units to
tented fly camps, all of which are tailored to its clients specific requirements. Ardans containerised
accommodation solutions provide fully air conditioned modular workforce accommodation units, plumbed
with en-suite shower and lavatory facilities, with electricity and furnished with communication and television
facilities. Ardan can also provide its clients with executive tent solutions that are fully air-conditioned, as a
cost effective and highly mobile alternative.
In conjunction with accommodation units, Ardan also provides modern industrial kitchens, dining rooms,
recreation rooms, gymnasia, and meeting and conference facilities.

17

5.2.2

Services

Facilities management
Ardan has experience in providing facilities management and catering services to international and Africa
based companies. Ardan employs experienced and qualified camp management, catering and housekeeping
staff to service the complete needs of its clients.
On the catering side, Ardan prepares three meals a day for clients as well as providing on-going refreshments
on demand. Menus are varied and planned with clients to ensure that the appropriate food is prepared to
satisfy the clients tastes and specific requirements. Fresh produce is regularly delivered to ensure high
quality and nutritious meals.
In addition to catering services, a laundry service is provided and a team of cleaning personnel ensure
accommodation and other camp facilities are maintained and serviced to a high standard. All Ardan sites
have a minimum of Level 3 Food Safety personnel in attendance, overseeing food preparation. In addition,
internationally certified health and safety personnel are in attendance at all sites. Camp maintenance
personnel are internationally certified for their positions and are trained in industry specific Safety, Health,
Environment and Quality standards and procedures relevant to their roles.
Medical services
Ardan offers a comprehensive medical package which includes well equipped and stocked on-site clinics and
medical personnel, as well as evacuation planning and execution. In addition, Ardan can arrange country
medical support, hospital, theatre admissions, doctor and dental or medical specialist appointments and
consultations.
The medical division benefits from having worked with a number of clients, predominantly in the oil and gas
industry, where its local understanding, region specific treatment protocols, and insight into medical
facilities, is particularly valued. This division is compliant with the regulatory requirements necessary to
operate turnkey medical solutions within the countries of operation.
Ardan employs numerous full time medical staff including General Practitioners, Intermediate and Advanced
Life Support (ALS) Paramedics, Registered Clinical Officers, Registered General Nurses and Community
Nurses, in addition to a network of consulting Tropical Disease experts and trauma surgeons.
Ardans medics also facilitate training and awareness workshops on relevant topics such as first aid, malaria,
snake bites and many primary health care preventative measures. Furthermore, Ardan retains local
Registered Clinical Officers (RCO) and EMT Nurses who utilise their understanding of local cultural
issues and languages to provide additional medical support. Together with the ALS Paramedics, the RCOs
play a key role in training the local recruits on-site on health and hygiene and preventative health care
measures.
To service its field clients, Ardan provides high-tech medical support facilities consisting of mobile or semipermanent consultation rooms, offices and trauma and resuscitation theatres. The facilities are manned by
paramedic support personnel, qualified and experienced in Advanced Life Support and Intermediate Life
Support. Ardan also owns a fleet of fully equipped 44 ambulances.
Ardan has formed relationships with local medical providers in order to cater for mass casualty and disaster
situations including the Kenya Red Cross and Amref Health Africa.
Risk management
Ardan provides clients with a range of security services, including risk assessments, security planning,
training of security personnel and the provision of highly experienced security consultants. Ardans
established relations with national security agencies combine with Ardans team of skilled security experts
and permanent on the ground presence to ensure a quality service.

18

5.2.3

Logistics

Ardans logistics services range from general procurement and warehousing to transportation of high value
and oversized goods, such as large construction machinery and oil rigs.
5.2.4

Warehousing and Premises

The Group previously did not hold excess inventory, in part due to a shortage of available storage facilities.
To address this and improve its logistics supply chain, ALK entered into a 5 year and 3 month lease over a
7,500 ft2 godown warehouse located on the outskirts of northern Nairobi effective 1 June 2014. This
warehouse will generate efficiencies both in terms of bulk buying and increased storage capability as well as
from a logistical perspective as the location reduces transportation times associated with more central
locations. In addition, ALK has entered into a 15 year lease over a parcel of land measuring 1.6309 hectares
near ALKs main centres of operations with the intention that another warehouse will be built providing a
local storage hub to service the drilling sites of clients in northern Kenya.
5.3 Regional Presence

The Company currently has a presence in Kenya, Mozambique, Mauritius, Ethiopia and Djibouti, with
additional field offices in Madagascar and Liberia.

19

5.4 Group Structure

* In process of being incorporated


**Dormant company

20

5.5 Board of Directors


The Board consists of six Directors, each with significant relevant experience. Brief biographical details of the Directors are set out below.
Name

Designation

Age

Nationality Profile

Business Address

Ian Mann

Non-Executive
Chairman

56

British

Since 2003, Mr. Mann has been the President of Meridian Global Richmond House, St Julians
Energy and Resources Fund Ltd, a BVI registered fund manager with Avenue, St Peter Port,
two alternative investment funds primarily investing in mining and Guernsey GY1 1GZ
oil and gas companies. Prior to that, Mr. Mann held senior
management and partner positions with several Bermuda companies.
Since 1997, he has served as a non-executive director of two
Canadian exchange listed mining companies, both now merged into
other entities and was a non-executive Director of PetroMagdalena
Energy Corp. from 2011 to 2012 when the Group was sold to Pacific
Rubiales Energy. Currently, he serves as a non-executive Director of
Natasa Mining Limited, listed on AIM and Tango Gold Mines Inc.
listed on the TSX-V. Mr Mann holds an Honours Business
Administration degree from The University of Western Ontario in
London, Canada.

Carl Esprey

Chief
Executive
Officer

35

Italian

Mr Esprey, who qualified as a Chartered Accountant and Chartered


Financial Analyst, has built an expansive career in the natural
resource investment and development sector. After beginning his
career at Deloitte in Johannesburg in 2001, Mr Esprey joined BHP
Billiton in 2004 as an analyst focussed on mergers and acquisitions.
After four years at BHP Billiton, Mr Esprey used his expertise in the
resources industry to move into equity investment and joined GLG
Partners in London in 2008, where he focussed on natural resources
investments.

3rd Floor, Kalamu House


Grevillia Grove
Westlands, Nairobi
Kenya

Barry Lobel

Chief Financial
Officer

35

British

Mr Lobel is a qualified accountant with extensive experience in


finance and emerging markets. He joined AOL in April 2014 having
previously been Director of Finance at Partners Capital LLP, a $13
billion global private investment office. In addition, he worked in
Finance and Private Equity at RP Capital Group, an emerging
markets hedge fund, and previously founded and sold Avocado
Trading, a retail business across Southern Africa.

3rd Floor, Kalamu House


Grevillia Grove
Westlands, Nairobi
Kenya

21

Lachlan
Monro

Chief
Operating
Officer

41

British

Mr Monro joined AOL in January 2014 having previously been


Principal and COO of Blue Hackle Group LLC, a leading
international risk management and support services company
operating in US, Middle East and East Africa. He was also a director
at Kroll Associates and is a former British army officer.

3rd Floor, Kalamu House


Grevillia Grove
Westlands, Nairobi
Kenya

Andrew
Groves

Executive
Director

46

British

Mr Groves has significant experience in operations management in Richmond House, St Julians


Southern and Central Africa and is a director of a number of public Avenue, St Peter Port,
and private companies, including companies in Zambia and Guernsey GY1 1GZ
Zimbabwe. Mr Groves also has experience of introducing several
African focussed companies to AIM. Mr Groves current
directorships include his role as CEO of Agriterra Limited, CEO of
Sable Mining Africa Limited and non-executive director of African
Potash Limited. He was born in Harare, Zimbabwe and educated in
Zimbabwe and South Africa.

Jonathan
Wright

Non-Executive
Director

43

British

Mr Wright is a corporate finance director at FirstEnergy Capital, a Richmond House, St Julians


specialist oil & gas investment bank with offices in Calgary and Avenue, St Peter Port,
London. Prior to joining FirstEnergy, Mr Wright spent over 13 years Guernsey GY1 1GZ
at Seymour Pierce, latterly as head of corporate finance. During that
time, Jonathan led the advisory teams on dozens of financing, M&A
and other transactions, including numerous IPOs and fundraisings on
AIM and the Official List and several hostile and recommended
takeovers. Prior to Seymour Pierce, Mr Wright spent five years in
private practice as a corporate lawyer where he specialised in
advising small and medium sized public and private companies.

22

5.6 Senior Management


Name
Brendan Scott

Designation
Projects Director

Age Nationality
39
South
African

Profile
Mr Scott joined AOL in November 2013 and is a highly
experienced logistics operator having acted as an independent
contractor for international companies operating in Africa for
over fifteen years. Mr Scott founded and operated a civil
engineering and construction company based in Kenya and
Sudan and has developed a vital skill set and understanding
for operating in Africa.

Business Address
3rd Floor, Kalamu House
Grevillia Grove
Westlands, Nairobi
Kenya

Nick Arnold

Regional Director

45

British

Nick Arnold has more than 20 years experience of providing


support services. From establishing turnkey solution business
units to leading and managing operations. He has
successfully delivered on large scale, multi-million dollar
projects and programmes within both the commercial and
government sectors throughout the Middle East, Central Asia
and Africa.

3rd Floor, Kalamu House


Grevillia Grove
Westlands, Nairobi
Kenya

Colin Atkinson

Quartermaster

49

British

Colin has over 30 years of experience in providing


expeditionary logistics in the British Army. He has fulfilled
roles at every level, and provided logistics support at every
stage along the length of the supply chain, from frontline
receipt and distribution to coordinating international dispatch.
He has extensive experience in negotiating contracts and
providing robust logistics networks in numerous jurisdictions
and is very accustomed to supporting operations across a
wide spectrum of logistics services; from life support to
medical facilities, from international container shipping to
camp construction and training logistics teams.

3rd Floor, Kalamu House


Grevillia Grove
Westlands, Nairobi
Kenya

Gary Jones

Field Operations
Manager

55

British

Gary has previously been employed as Deputy Commander


of Dhekelia Garrison which included responsibility not only
for serving soldiers but also families and MoD civilians. He
holds an MCGI City & Guilds (Masters Degree Equiv)
Management & Leadership (Membership). City & Guilds
Numeracy Skills level 2 (distinction) and City & Guilds
Communications Skills level 2. He also has a diverse

3rd Floor, Kalamu House


Grevillia Grove
Westlands, Nairobi
Kenya

23

portfolio of military qualifications including: Army


(Advanced) Educational Promotion Certificate, Equipment
Care Management, Facilities Management, Performance for
Management for Line Managers and Countersigning
Officers, Logistic and Budget Fund Manager.
Paul Jordan

Head of Services
Division

45

British

Ashley Fuller

Head of Technical
Services Division

46

British

5.6.1

Paul has had a 25 year career with the British Army 3rd Floor, Kalamu House
specialising in expeditionary logistics in harsh environments Grevillia Grove
worldwide.
Westlands, Nairobi
Kenya
Ashley has had a 28 year military career with progressive 3rd Floor, Kalamu House
experience up to engineering programme management. He Grevillia Grove
was previously involved in producing the designs and Westlands, Nairobi
specifications for all infrastructure to support 16,000 Kenya
personnel at Camp Bastion in Helmand Province, and the
adjoining international airport - the UKs fourth busiest
airfield, and project managed 100M development of
Laikipia Airbase in Kenya, and 5.5M FCO/ DFiD housing
construction task in Sierra Leone. He is currently studying
MBA in Strategic Management (at dissertation phase), and
holds a degree in BSc (Hons) Engineering Management
(Construction), First Class, 2013.

Changes in Senior Management

There are no changes in senior management planned or expected during the twelve (12) months following the proposed listing of shares.

24

5.7 Organization Structure

25

5.8 Competence and Suitability of Directors and Management


As at the date of the application and for a period of at least two years prior to the date of the application,
as far as the Issuer is aware, no director or senior manager of ADSS has:

Had any petition under bankruptcy laws pending or threatened against the directors (for
individuals), or senior managers, or any winding-up petition pending or threatened against it (for
corporate bodies).
Had any criminal proceedings in which the director or senior manager was convicted of fraud or
any criminal offence or action either within or outside Kenya.
Been the subject of any ruling of a court of competent jurisdiction or any governmental body that
permanently or temporarily prohibits such director or senior manager from acting as an
investment adviser or as a director or employee of a stockbroker, dealer or any financial
institution or engaging in any type or business practice or activity.
Any interest in any transactions which are or were unusual in their nature or conditions or
significant to the business of the Company which were effected in the current or immediately
preceding financial year or an earlier financial year and remain in any respect outstanding or
unperformed.

5.9 Shareholding
5.9.1

Key shareholders

Key shareholders as at 16 October 2014 which hold more than 3% in the Company:

Shareholders
US Global Investors Fund
Beyond Africa Fund Limited
Michael Pelham
Everest Capital Frontier Markets Fund, LP
Green Cay Asset Management
Sustainable Capital Ltd
JM Finn & Co Limited
TT International Fund Limited

Number of
Ordinary Shares
67,534,983
59,155,171
32,979,355
30,000,000
24,652,000
20,884,388
17,279,537
15,144,893

Percentage share
holding
17.2%
15.0%
8.4%
7.6%
6.3%
5.3%
4.4%
3.9%

Source: Management

Below is a breakdown of the shareholding by Directors and management:

Director

Number of
Ordinary Shares

Percentage share
holding

Ian Mann
Carl Esprey
Andrew Groves
Barry Lobel
Lachlan Monro
Jonathan Wright

10,132,951
277,778
5,277,778
166,667
166,667
-

2.50%
0.07%
1.34%
0.04%
0.04%
-

Source: Management

26

There are no arrangements, known to the Issuer, the operation of which may at a subsequent date result in
a change in control of the Issuer.
There have been no significant changes in the percentage ownership held by any major security holders
during the past year.
5.9.2

Share Option Scheme

On 9 June 2013, the Company adopted a share option scheme, the Share Option Scheme, for which no
application for approval was made to HM Revenue & Customs. The principal features of the Share
Option Scheme, which is administered by the Board, are as follows:
i.

Eligible participants

Directors of, employees of and consultants to the Company or any of its subsidiaries from time to time
who are not bound to retire within the period of two years after the date on which the Board invites such
persons to apply for the grant of options.
ii.

Grant of options

The Board may invite an eligible participant to apply to the Company for the grant of an option at any
time, provided that an invitation to the directors of the Company may only be made during a period in
which dealings are permitted under the model code on directors dealings in securities published by the
UKLA.
An invitation to take up an option shall be personal to the eligible participant and shall not be capable of
being transferred or assigned.
iii.

Exercise Price

The Board shall determine the option price for each Ordinary Share comprised in an option which shall
not be less than the highest of the average middle market quotation of the Ordinary Share or, as the case
may be, the average price of dealings in the Ordinary Share for the five dealing days preceding the
invitation date and the nominal value of an Ordinary Share.
iv.

Exercise of options

Options will be exercisable during such period (commencing no earlier than the first anniversary of the
date on which the option is granted (the Vesting Date)) as the Board shall determine being not less than
three years and not longer than five years from the Vesting Date. Earlier exercise is permitted in the event
of the takeover (although in this event there are provisions which may entitle the eligible participant to
transfer into the acquiring company scheme), or a reconstruction or liquidation of the Company. Further,
an earlier exercise is permitted if the eligible participant ceases to be a director of, employee of or
consultant to the Company or any of its subsidiaries by reason of his death, ill health, injury, disability,
retirement or redundancy. There are time limits in which early exercise of options in such circumstances
must be made, failing which the options lapse. Except in these circumstances, options will lapse if the
eligible participant ceases to be employed by, a director of or a consultant to the Company or any of its
subsidiaries.
v.

Variation of share capital

On a variation in the issued share capital of the Company by way of a capitalization issue, rights issue,
sub-division or consolidation, the option price and/or the number of Ordinary Shares subject to an option
and/or the aggregate maximum number and/or nominal value of the Ordinary Shares available under the
Share Option Scheme may be varied or adjusted by the Board (either generally or in relation to a
particular participant) as it may in its absolute discretion determine to be appropriate, subject to:

27

(a) the Companys auditors confirming in writing that in their opinion such variation or adjustment is fair
and reasonable; and
(b) such variation or adjustment not resulting in Ordinary Share being issued on the exercise of an option
which would fall to be issued at a discount.
vi.

Allocation of shares

Ordinary Shares issued following exercise of an option will rank, pari passu, with the Ordinary Shares
then in issue, save as regards dividends payable by reference to a record date prior to the date of issue.
The Company will at all times keep available sufficient authorised and unissued Ordinary Share capital to
satisfy outstanding options. The holder of Ordinary Shares issued pursuant to the Share
Option Scheme shall not be entitled to sell more than 500,000 Ordinary Shares in any 12 month period or
more than 50,000 Ordinary Shares per calendar month. Ordinary Shares issued pursuant to the exercise of
an option granted under the Share Option Scheme shall be issued to a nominee appointed by the Company
for the purposes of ensuring compliance with the foregoing restrictions and ensuring an orderly market in
the Ordinary Shares.
vii.

Limits

The maximum number of Ordinary Shares which may be issued on the exercise of options shall not
exceed in aggregate the number of ordinary shares which represent 10% in number of the Ordinary Shares
in issue from time to time.
viii.

Variation

The Board has power from time to time to vary the regulations for the administration and operation of the
Share Option Scheme provided that such variation is not inconsistent with the provisions of the Share
Option Scheme and, inter alia, does not operate to vary adversely the terms of any options granted prior
to such variation. Further, the Board may at any time terminate the operation of the Share Option Scheme.
Variation of the Share Option Scheme is not subject to prior Inland Revenue approval.
Details of Options granted under the Share Option Scheme are set out below:

28

1. Directors / Senior Management


Name (Directors
only)
Carl Esprey

Total No. of
Option
Details of Options
10,000,000

2,000,000
2,000,000
2,000,000
2,000,000
2,000,000

Lachlan Monro

10,000,000

2,000,000
2,000,000
2,000,000
2,000,000
2,000,000

Barry Lobel

5,000,000

1,000,000
1,000,000
1,000,000
1,000,000
1,000,000

Exercise
Price (Pence) Option Exercise Period
For a period of 5 years from the date on which the
8.5
Companys share price first reaches 20p
For a period of 5 years from the date on which the
8.5
Companys share price first reaches 25p
For a period of 5 years from the date on which the
8.5
Companys share price first reaches 30p
For a period of 5 years from the date on which the
8.5
Companys share price first reaches 35p
For a period of 5 years from the date on which the
Companys share price first reaches 40p
8.5
For a period of 5 years from the date on which the
8.5
Companys share price first reaches 20p
For a period of 5 years from the date on which the
8.5
Companys share price first reaches 25p
For a period of 5 years from the date on which the
8.5
Companys share price first reaches 30p
For a period of 5 years from the date on which the
8.5
Companys share price first reaches 35p
For a period of 5 years from the date on which the
Companys share price first reaches 40p
8.5
For a period of 5 years from the date on which the
8.5
Companys share price first reaches 20p
For a period of 5 years from the date on which the
8.5
Companys share price first reaches 25p
For a period of 5 years from the date on which the
8.5
Companys share price first reaches 30p
For a period of 5 years from the date on which the
8.5
Companys share price first reaches 35p
For a period of 5 years from the date on which the
8.5
Companys share price first reaches 40p

Offer
Price
(Pence)

Listing
Price
(Pence)

Variance

20

8.13

11.87

25

8.13

16.87

30

8.13

21.87

35

8.13

26.87

40

8.13

31.87

20

8.13

11.87

25

8.13

16.87

30

8.13

21.87

35

8.13

26.87

40

8.13

31.87

20

8.13

11.87

25

8.13

16.87

30

8.13

21.87

35

8.13

26.87

40

8.13

31.87

29

2. Senior Operational Management Team


Total No. of
Option
Details of Options
2,500,000

Exercise
Price

1,000,000

10p

750,000

15p

750,000
2,500,000
In five equal tranches
1,000,000 after 6 months

20p
8.5p

2,500,000

10p
10p
10p
10p
10p

In five equal tranches


after 18 months

10p
10p
10p
10p
10p

In five equal tranches


after 30 months

10p
10p
10p
10p
10p

Option Exercise Period


For a period of five years from the first anniversary
of the date of grant
For a period of five years from the first anniversary
of the date of grant
For a period of five years from the first anniversary
of the date of grant
7 April 2015 7 April 2020
For a period of 5 years from the date on which the
Companys share price first reaches 20p
For a period of 5 years from the date on which the
Companys share price first reaches 25p
For a period of 5 years from the date on which the
Companys share price first reaches 30p
For a period of 5 years from the date on which the
Companys share price first reaches 35p
For a period of 5 years from the date on which the
Companys share price first reaches 40p
For a period of 5 years from the date on which the
Companys share price first reaches 20p
For a period of 5 years from the date on which the
Companys share price first reaches 25p
For a period of 5 years from the date on which the
Companys share price first reaches 30p
For a period of 5 years from the date on which the
Companys share price first reaches 35p
For a period of 5 years from the date on which the
Companys share price first reaches 40p
For a period of 5 years from the date on which the
Companys share price first reaches 20p
For a period of 5 years from the date on which the
Companys share price first reaches 25p
For a period of 5 years from the date on which the
Companys share price first reaches 30p
For a period of 5 years from the date on which the
Companys share price first reaches 35p
For a period of 5 years from the date on which the
Companys share price first reaches 40p

Offer
Price
(Pence)

Listing
Price
(Pence)

Variance

20

8.13

11.87

25

8.13

16.87

30

8.13

21.87

35

8.13

26.87

40

8.13

31.87

20

8.13

11.87

25

8.13

16.87

30

8.13

21.87

35

8.13

26.87

40

8.13

31.87

20

8.13

11.87

25

8.13

16.87

30

8.13

21.87

35

8.13

26.87

40

8.13

31.87
30

3. Consultants
Total No. of
Option
Details of Options
3,000,000
5,000,000

3,000,000
5,000,000

Exercise
Price
8p
8p

Option Exercise Period


For a period of five years from the first anniversary
of the date of grant
For a period of five years from 25 September 2014.

Offer
Price
(Pence)

Listing
Price
(Pence)

Variance

Note: Total number of options granted pursuant to the share option scheme as at the date of this Listing Statement is 39,000,000 shares

31

5.10

Corporate Governance

5.10.1 Corporate Governance Practices


Governance is the means by which the affairs of an institution are directed and managed thereby
promoting corporate accountability and business aptness to achieve an optimal shareholder value, whilst
simultaneously taking into consideration the interests of other stakeholders. It is premised on the
principles of integrity, accountability, prudence and openness.
The Board is at the core of the Groups system of corporate governance and is ultimately accountable and
responsible for the performance and affairs of the Company. Good corporate governance is regarded as
critical to the success of the business of the Group and the board is unreservedly committed to applying
the fundamental principles of good governance transparency, integrity, accountability and responsibility
- in all dealings by, in respect of and on behalf of the Group.
The Company holds regular board meetings and the Board will be responsible for formulating, reviewing
and approving the Groups strategy, budgets and acquisitions.
The Board has an audit committee (the Audit Committee), a remuneration committee (the
Remuneration Committee) and a nomination committee (the Nomination Committee) with formally
delegated responsibilities.
The Audit Committee comprises of at least two non-executive members of the Board, at least one of
whom is independent. The Audit Committees main functions will include, inter alia, monitoring the
integrity of the Groups financial statements (including its annual and half yearly reports and any other
formal announcement relating to its financial performance), making recommendations to the Board in
relation to the appointment of the Companys auditors, overseeing the approval of their remuneration and
terms of engagement and assessing annually their independence, objectivity and qualifications and the
effectiveness of the audit process. Initially, a non-executive director (not being the Chairman) will act as
chairman for the committee and at least one other non-executive director will also be a member of the
committee.
The Remuneration Committee comprises of at least two non-executive members of the Board, at least one
of whom is independent. The Remuneration Committees main functions include, inter alia, determining
the framework or broad policy for the remuneration of the Companys Chairman, the Companys
executive directors and other members of the executive management, the design of all share incentive
plans and the determination each year of individual awards to executive directors and other senior
executives thereunder and the performance targets to be used. Initially, a non-executive director (not
being the Chairman) is acting as chairman of the committee and at least one other non-executive director
is also a member of the committee.
The Nomination Committee comprises of at least two non-executive members of the Board, at least one
of whom is independent. The Nomination Committees main functions include, inter alia, regularly
reviewing the structure, size and composition (including the skills, knowledge, experience and diversity)
of the Board and making recommendations with regard to any changes. Initially, a non-executive director
(not being the Chairman) is acting as chairman of the committee and at least one other non-executive
director is also a member of the committee.
The Company has adopted a share dealing code for Directors and employees in accordance with the AIM
Rules and will take proper steps to ensure compliance by the Board and relevant employees. The share
dealing code will apply equally to Ordinary Shares listed on GEMS and AIM, following the Listing.
5.10.2 Composition of the Board of Directors
The Board includes a fair balance between executive and non-executive Directors so that no individual or
company of individuals interests will dominate the Boards decision making process. The following
issues are considered in determining the Boards composition:
32

Attaining a desirable ratio of and balance between the number of executive and non-executive
directors.
Ensuring that the Board collectively contains the skills, experience and mix of personalities
appropriate to the strategic direction of the Company and necessary to secure its sound
performance.
Experience, knowledge, skills and personal attributes of current and prospective Directors in
relation to the needs of the Board as a whole.

Irrespective of a Directors special expertise or knowledge and regardless of whether a Director is an


Executive or Non-Executive Director, all members of the Board recognize that they are collectively
responsible to Shareholders for the performance of the Company.
The Board currently comprises of six Directors (four executive and two non-executive), and reflects a
blend of different experiences and backgrounds.
5.10.3 Board Effectiveness and Evaluation
Each director prepares sufficiently for meetings by carefully considering board papers and attachments
thereto, and where necessary seeking clarifications. Where a director is unable to attend a meeting, each
director undertakes to communicate through the Chairman or the Chief Executive Officer any concerns or
issues they would wish considered.
At regular intervals, not exceeding twelve months, the Board of Directors shall undertake an evaluation of
its functioning as a collective agency and as individual directors. Where necessary, the Board may obtain
the services of an external facilitator to guide the evaluation.
There are no formed arrangements or understandings with the majority shareholder, customers, suppliers
or others, pursuant to which any person was selected as a Director or member of senior management.
5.10.4 Qualification Remuneration of the Directors
A director need not be a member. A Director who is not a member shall nevertheless be entitled to attend
and speak at shareholders meetings.
The Directors (other than alternate Directors) shall be entitled to receive by way of fees for their services
as Directors such sum as the Board may from time to time determine.
Any fees payable may be distinct from or compose part of any salary, remuneration for any office or
other amounts payable to a director pursuant to any other provisions
The Directors shall be entitled to be repaid all reasonable travelling, hotel and other expenses properly
incurred by them in or about the performance of their duties as Directors, including expenses incurred in
attending meetings of the Board or any committee of the Board or general meetings.
5.10.5 Responsibilities of the Board
The Board specifically exercise leadership, enterprise, integrity and judgment in directing the affairs of
the Company in order to achieve continuing prosperity for the Company and its Shareholders, and shall at
all times act in the best interests of the Company in a manner based on transparency, integrity,
accountability and responsibility.
The Board will:

Determine the business strategies and plans that underpin the corporate strategy.
Discuss and approve strategic plans and annual budgets.
Monitor Managements implementation of the strategic plans and financial objectives as defined
by the Board.
Continually monitor the exercise of delegated power by Management.
33

Ensure that a comprehensive system of policies and procedures is in place, and that appropriate
governance structures exist to ensure the smooth, efficient and prudent stewardship of the
Company.
Ensure that the business of the Company is managed with a view to ensuring that the Company is
ethical in all its dealings and exercises corporate social responsibility.
Ensure compliance by the Company with all relevant laws and regulations, audit and
accounting principles and such other principles as may be established by the Board from
time to time.
Identify key risks, opportunities and strengths relating to the Company.
Ensure that the Companys organizational structure and capability are appropriate for
implementing the chosen strategies.
Set policies on internal control and obtain regular assurance that the system is functioning
effectively and is effective in managing risks.
Nominate board members who will add value to the board processes and arrange for their
induction.
Appoint the management, senior staff, external auditors and other consultants.
Discuss, agree and approve annual accounts and reports.
Communicate key policies and strategy issues to senior management.
Identify all stakeholders and ensure effective communication with Shareholders and stakeholders.

5.10.6 Board Committees


The Board has established the following three (3) committees, whose mandates and terms of reference are
spelt out as follows:
i.

Audit committee

The Audit Committee is a standing committee of the Board and its purpose is to assist the Board in
assessing the integrity of financial statements and the effectiveness of financial reporting, and to conduct
risk management assessment. The composition of the committee is as follows:

ii.

Jonathan Wright (Chairman)


Ian Mann
Representative of Burbidge Capital (Nominated Advisor)
Remuneration committee

The Remuneration Committee is a standing committee of the Board and its purpose is to assist the Board
of ADSS in determining the framework or broad policy for the remuneration of the Companys directors
and members of the executive management, the design of all share incentive plans and the determination
each year of individual awards to directors and other staff thereunder and the performance targets to be
used.
The composition of the committee is as follows:

iii.

Jonathan Wright (Chairman)


Ian Mann
Nomination committee

The Nomination Committee is a standing committee of the Board and its purpose is to assist the Board of
ADSS in respect of matters relating to composition of the Board.
The composition of the committee is as follows:

Jonathan Wright (Chairman)


Ian Mann

34

In addition to the Audit and Remuneration committees, the Board intends to monitor the development of
the Group and will, subject to relevant advice, consider establishing additional committees (with authority
in respect of topics such as risk management, finance, investments and governance) as are necessary and
commensurate given the size and stage of development of the Company.
It is intended that the Company shall appoint, in due course, a third Non-Executive Director and this NonExecutive Director will sit on each of the three Board Committees
5.10.7 Other Important Information
i.

Director emoluments and benefits

The aggregate directors emoluments and benefits for Atlas Development & Support Services for the full
years ended 30 June 2013 and 2014 are as follows:

Directors Fees (in USD thousands)

2014
$000

2013
$000

315

Source: Management and Company records

There are no arrangements whereby any of the Directors have or have agreed to waive future
emoluments and there has been no arrangement for the waiver of emoluments during the past
financial year.
ii.

Director Service contract arrangements

The Directors service contracts/letter of appointment have been made available for inspection and will be
part of the accompanying documents to this Listing Statement.
Some of the key terms of the service contracts are:

The performance of individual directors and the board and its committees is evaluated annually.

A director and an officer must comply in all respects with any rule of law or code of best practice
applicable to his/her role as a director or officer of the company.

35

6. OPERATIONAL AND FINANCIAL REVIEW


This section is to be read in conjunction with this Listing Statement as a whole, including, in particular,
the risk factors discussed in the section Key Risk Factors set out in section 7, audited financial
statements for both Atlas Development & Support Services and Ardan Risk & Support Services in
Appendix II of this document, and the reporting accountants report in Appendix III of this document.
6.1. Atlas Development and Support Services Limited
The following are extracts of the audited financial statements of Atlas Development & Support Services
Limited for the years ended 30 June 2013 and 30 June 2014.
As previously mentioned, Atlas purchased a 49% stake in Ardan Risk & Support Services in August
2013, and exercised the call option to acquire the remaining 51% in October 2014. As such, the financial
statements for Atlas for the year ended 30 June 2014 incorporates 49% of Ardan from August 2013 to
June 2014 only, and is shown under the line share of results of associate.
In addition, and as can been seen in the comparative accounts of Ardan, in January 2014 Atlas
implemented a restructuring of Ardan which resulted in the turnaround performance of Ardan during the
first six months of 2014, in which the business transformed from losses of -US$3.7m in 2013, to profits
after tax of +US$4.3m in the first 6 months of 2014.
Consequently, when viewing the financials of Atlas it is worth noting that the values included for Ardan
for the year ended 2014, include the results from Aug-Dec 2013 which were prior to the restructuring of
Ardan as detailed above. In addition, from October 2014, Atlas owns 100% of Ardan, so 100% of the
profits will be consolidated into Atlas from this date going forward.

36

i)

Atlas Development & Support Services Limited Consolidated Statement of Comprehensive


Income (year end 30 June)

2014
$ '000
CONTINUING OPERATIONS
Revenue
Cost of sales
Gross Profit

2013
$ '000
-

(2,521)
(2,521)

(155)
(155)

28
(7)

Share of results of associate


Loss before taxation

1,075
(1,425)

(155)

Income tax expense


Loss for the year from continuing operations

(1,425)

(155)

Loss for the year attributable to owners of the parent


company
Loss for the year attributable to non-controlling interests

(1,425)
-

(155)
-

(0.04)

(0.01)

Operating expenses
Operating loss
Finance income
Depreciation and Amortisation

(Loss)/Earnings per Share


Basic & Diluted Loss per share from continuing
operations
Source: Company Records

37

ii)

Atlas Development & Support Services Limited Consolidated Statement of Financial Position
(year end 30 June)
2014
$ '000

ASSETS
Non-current assets
Property, plant & equipment
Investment in Subsidiaries
Interest in Associate
Loans and other receivables
Total non-current assets
Current assets
Trade and other receivables
Cash and cash equivalents
Total current assets
TOTAL ASSETS

2013
$ '000

174
3
5,075
8,545
13,797

2,369
3,132
5,501

871
9,162
10,033

19,298

10,033

LIABILITIES
Non-current liabilities
Long-term borrowings
Total non-current liabilities
Current liabilities
Short-term borrowings
Trade and other payables
Total current liabilities

(115)
(262)
(377)

(28)
(508)
(536)

TOTAL LIABILITIES

(377)

(536)

18,921

9,497

20,508
(7)
(1,580)

9,652
(155)

18,921

9,497

18,921

9,497

NET ASSETS
EQUITY
Issued capital
Foreign Exchange Reserve
Retained earnings
Total equity attributable to the equity holders of the
parent company
Non-controlling interests
TOTAL EQUITY
Source: Company Records

38

iii)

Atlas Development & Support Services Limited Consolidated Statement of Cash Flows (year
end 30 June)
2014
$ '000

2013
$ '000

CASH FLOWS FROM OPERATING ACTIVITIES


Loss before tax

(1,425)

(155)

Working Capital Adjustments:


- Depreciation of property, plant and equipment
- Share of Associates profit
- Net interest income
Operating cash flow before movements in working capital

7
(1,075)
(28)
(2,521)

(155)

Working capital adjustments:


- Increase in receivables
- (Decrease)/ Increase in payables
Cash used in operations

(1,498)
(159)
(4,178)

(871)
536
(490)

28

Net cash used in operating activities

(4,150)

(490)

CASH FLOWS FROM INVESTING ACTIVITIES


Purchase of property, plant and equipment
Purchase of subsidiary, net of cash received
Increase in loans to associate

(181)
(3)
(8,545)

Net cash used in investing activities

(8,729)

CASH FLOWS FROM FINANCING ACTIVITIES


Proceeds from issue of share capital
Share issue costs

7,392
(536)

10,108
(456)

Net cash flow from financing activities

6,856

9,652

(6,023)

9,162

Cash and cash equivalents at start of the period


Effect of foreign exchange rate changes

9,162
(7)

Cash and cash equivalents at end of the period

3,132

9,162

Interest received

Net (decrease)/ increase in cash and cash equivalents

Source: Company Records

39

6.2. Ardan Risk & Support Services Limited


The following are extracts of the audited financial statements of Ardan Risk & Support Services Limited
for the years ended 31 December 2012 and 31 December 2013, plus the interim audited statements for the
six-months ended 30 June 2014.
As already mentioned, Atlas implemented a restructuring of Ardan in January 2014 to improve
operational management and implementation, planning and reporting. This included simplifying the
operational structure into 3 separate business divisions, recruiting highly qualified divisional leadership to
run the business, recapitalizing the business by way of loans from Atlas, renegotiating loss making
contracts, and the implementation of new systems and controls which included the identification and
elimination of costs inefficiencies.
The results of this restructuring are clearly evident in the turnaround performance of Ardan during the
first six months of 2014, in which the business has transformed from losses of -US$3.7m in 2013, to
profits after tax of +US$4.3m in the first 6 months of 2014.
i)

Ardan Risk & Support Services Limited Consolidated Income Statement


2014

Revenue
Cost of sales
Gross profit

Audited
$ 000
22,487
(18,421)
4,065

Audited
$ 000
15,511
(11,773)
3,738

40%

18%

24%

224.01

54.67

47.97

(1,174)
(1,181)
(1,092)
4,976

(3,184)
(2,782)
(1,766)
(3,612)

(1,315)
(1,449)
(948)
(0.2)
74

25%

-16%

0%

(343)
4,633

(100)
(3,711)

(118)
(44)

23%

-17%

0%

(316)
4,317

(3,711)

(129)
(173)

21%

-17%

-1%

Operating Profit Margin

Finance costs
Loss before income tax
PBT Margin

Income tax charge


Loss for the year attributable to shareholders

2012

Audited
$ 000
20,277
(12,079)
8,198

Gross Profit Margin

Other income
Expenditure
Employment costs
Administration expenses
Establishment expenses
Selling and distribution expenses
Operating (loss) /profit

2013

PAT Margin

Source: Company Records

Margins
Gross Profit Margins
Operating Profit Margin
PBT Margin
PAT Margin

40%
25%
23%
21%

18%
-16%
-17%
-17%

24%
0%
0%
-1%

Source: Company Records


40

ii)

Ardan Risk & Support Services Limited Consolidated Statement of Financial Position

Assets
Non-Current Assets
Property, plant and equipment
Intangible assets
Prepaid operating lease rentals
Deferred Tax Asset
Total Non-Current Assets

2014

2013

2012

Audited
$ 000

Audited
$ 000

Audited
$ 000

6,765
47
44
276
7,131

6,066

2,139

53

59

6,120

2,198

Current Assets
Inventory
Trade and other receivables
Cash and cash equivalents
Tax recoverable
Total Current Assets

402
11,203
2,055
3
13,663

290
7,051
763

4,619
389

8,104

5,008

Total Assets

20,794

14,223

7,207

49
206
1,271

49

49

Equity and Liabilities


Capital and reserves
Issued capital
Branch capital contribution
Retained earnings
Minority interest
Total Capital and reserves

1,526

(3,926)

1,189
(59)
1,180

Non Current Liabilities


Borrowings
Deferred tax liability
Due to related parties
Directors
Total Non current liabilities

955
8,744
755
10,454

1,274
129
5,888
69
7,360

821
129
338
272
1,561

7,835
979
8,814

9,224
1,318
248
10,790

3,717
429
320
4,466

20,794

14,223

7,207

Current Liabilities
Trade and other payables
Borrowings
Tax payable
Total current liabilities
Total equity and liabilities

(3,976)
-

Source: Company Records

41

iii)

Ardan Risk & Support Services Limited Consolidated Statement of Cash Flows

Source: Company Records

6.3. Trading Update


Atlas Development & Support Services Limited continues to make excellent progress in the development
of its business following the acquisition of Ardans support services operations, primarily in Kenya. With
the restructuring programme complete, trading is in line with expectations and revenue growth is trending
positively.
On the ground developments include the mobilisation of Red Sea containerised accommodation in the
Turkana region, where the Company is currently supporting a number of international companies
operating in the region. Additionally, the development of the Lockichar site has commenced which
provides the Company with a key differentiator to other service providers.
On a broader level, the Company continues to make advancements with regards to increasing its service
offering and general capabilities to support resource development in East Africa. In line with this, strong
progress has been made with regards to new business initiatives, with a number of significant proposals
and tenders currently live.

42

7. KEY RISK FACTORS


An investment in Ordinary Shares involves a high degree of risk. Investors should carefully consider the
risks described in this and all other information contained in this document before making a decision as to
whether to invest in the Ordinary Shares.
The Board considers the following risks and other factors to be the most significant for potential investors
in the Company, but the risks listed do not necessarily comprise all those associated with an investment in
the Company and are not set out in any particular order of priority.
If any of the following risks actually occur, the Companys business, financial condition, trading
performance and prospects may be substantially adversely affected and the future business success of the
Company and/or achievement of the Companys strategic objectives could be endangered. In such cases,
the trading price of the Ordinary Shares could decline and investors may lose all or part of their
investment.
Additional risks and uncertainties not currently known to the Board may also have an adverse effect on
the Companys business and the information set out below does not purport to be an exhaustive summary
of the risks affecting the Company. Potential investors are accordingly advised to consult an investment
professional who specialises in advising on investments of this kind before making any investment
decisions. A prospective investor should carefully consider whether an investment in the Company is
suitable in the light of his or her personal circumstances and the financial resources available to him or
her. Any reference in this Part to the Company shall be deemed, where appropriate, to be a reference to
the Enlarged Group in relation to the period following completion of the Listing.
7.1. Risks relating to the Companys business
7.1.1

Reliance on key clients

The Companys business relies on various key contracts, the vast majority of which are with a single
client. If the Companys client relationships broke down it could have a material adverse effect on the
Companys business, operations and financial position. The Board intends to continue to maintain close
customer-supplier relationships which the Directors believe would reduce the risk of losing its key client.
As contemplated in the Framework and Option Agreement entered into with Ardan Risk & Support
Services, certain client contracts will be novated to ALK, however there can be no guarantee that the
Company will be successful in novating all suitable contracts, since such novations are reliant on
obtaining the consent of the contractual counterparty. The failure of the Company to successfully novate
these client contracts on acceptable terms may again have a material adverse effect on the Companys
business, operations and financial position.
The Company maintains close customer-supplier relationships with its key clients. The Company intends
to broaden its client base going forward so as to minimise the potential effects of exposure to overreliance on a small number of key clients. This will be achieved by seeking and winning contracts
throughout the East African region.
7.1.2

Management of future growth

There can be no assurance that the Company will be able to manage effectively the expansion of its
business, and to expand and strengthen its current systems, procedures and controls to support its future
operations. Any failure of management to manage effectively the Companys growth and development
could have a material adverse effect on its business, financial condition and results of operations. There is
no certainty that all or, indeed, any of the elements of the Companys current strategy as described in this
document will be delivered.
The Company may, from time to time, seek to undertake strategic acquisitions or investments in other
business opportunities. However, there can be no guarantee that the Company will be able to identify
43

future suitable opportunities or, if such opportunities are identified, consummate such acquisition or
investments on acceptable terms or integrate acquisitions or other collaborations into its existing
business or successfully realise the growth expected from such opportunities. To the extent that the
Company encounters such problems, its business, operating results or financial position could be
adversely affected.
The failure of the Company to continue to improve and upgrade its systems, procedures and controls,
develop new and existing disciplines, integrate new operations or otherwise manage growth successfully
may have a material adverse effect on the Companys and the Companys business, financial condition
and results of operations.
To mitigate the risk of managing future growth, the board of directors and senior management carefully
formulate strategic and business plans, in addition to putting in place and thereafter monitoring,
improving and upgrading its systems, procedures and controls over time.
7.1.3

Geographically spread operations

The Company operates its business in a range of international locations and it is expected that further
geographical expansion of the Companys business into new locations will take place in the future.
Through its international presence, the Company is subject to increased risk from a number of legal,
economic and market factors which could have an adverse effect on the ability of the Company to provide
services in those areas, or to continue to expand its business geographically. Such risks include:

increased expenses due to the requirement in some countries that business be conducted through
local agents;
reversal of existing policies (including favourable tax and lending policies) encouraging foreign
investment or foreign trade by the governments of countries in which the Company operates;
changes in and difficulties in complying with laws and regulations of different countries,
including tax and labour laws; restrictive actions by local governments, including the imposition
of tariffs and limitations on imports or exports; political instability; fraud conducted by the
Companys employees, subcontractors, service providers, clients employees or those of third
parties, or any persons unconnected with any of the foregoing; nullification, modification or
renegotiation of contracts; and expropriation of assets.

The occurrence of any of these events could have a material adverse effect on the financial condition and
results of operations of the Company and the Company. In addition, the geographical spread of the
Companys operations means co-ordination of effort and communications with employees are subject to
certain challenges, which could lead to inefficient allocation of resources or duplication of effort.
Furthermore, distance from the Companys principal locations can make it more difficult to implement
and impress upon local workforces the Companys policies on matters such as health and safety and can
present challenges in the supervision of the Companys sub-contracted employees. Failure to deliver
consistently high standards across all of its fields of operations could create risks for the Company,
including reputational risks.
The democratic processes prevailing in the countries that the Company operates, and support from the
international community for the regions political systems reduces the risk of significant political unrest.
While the Group has systems, controls and procedures designed to mitigate political risk, there can be no
assurance that any adverse political events will not have a negative impact on the Groups business.
7.1.4

Terms of client contracts

Many of the clients which the Company seeks to service are companies with substantially stronger
negotiating positions. No assurances can be given that the Companys future contracts will not create new
onerous or unusual obligations in addition to those already present in the existing agreements, nor that the
Company will always be able to negotiate such terms to obtain a favourable result for the Company.

44

The Company always tries to negotiate contracts in such a manner that will not result in onerous or
unusual obligations to the company.
7.1.5

Potential liability claims due to the hazardous nature of its business

The Company engineers and constructs large industrial facilities in which an accident or a service failure
could cause personal injury, loss of life, damage to property, equipment or the environment,
consequential losses and/or suspension of operations. The Company may also be liable for acts and
omissions of sub-contractors which cause such loss or damage. The Companys insurance and contractual
limitations on liability may not adequately protect it against liability for such events, including events
involving pollution, or against losses resulting from business interruption. In addition, indemnities which
the Company receives from sub-contractors may not be easily enforceable. Moreover, the Company may
not be able to maintain insurance at levels that it deems adequate or ensure that every contract contains
and has properly incorporated adequate limitations on liabilities. Any claims made under its insurance
policies are likely to cause the Companys premiums to increase.
Any future damage caused by the Companys services that are not covered by insurance, are in excess of
policy limits, are subject to substantial deductibles or are not limited through adequate contractual
limitations of liability may have a material adverse impact on the Companys cash available for
operations, financial condition and results of operations may be adversely affected. See further
information on insurance later in this section 7.
The Company has insurance policies in place; in addition to these, implementing proper controls and
procedures when performing contracts helps the company avoid accidents personal injury, loss of life,
damage to property, equipment or the environment, consequential losses and/or suspension of operations
that may arise due to the nature of the Company business.
7.1.6

Lump sum contracts won through competitive tender processes

The Company operates in markets where a significant proportion of its projects are won through
competitive tender processes and price can often be a major factor in tender awards. If competition were
to intensify in the future, particularly should larger, international competitor companies begin to focus
more on the same clients, but also geographies of the Company, the number of tenders meeting the
Companys current margin criteria could decline and the Companys financial condition and results of
operations may be adversely affected.
In a number of the Companys operations where contracts are typically charged on a lump sum basis, the
contractor assumes the risk of cost overruns or increased expenditure on labour or materials unless they
are specifically catered for in the contract or agreed to as a change order by the customer. If the costs of
materials, labour or equipment hire rise, the profitability of an individual project and also the Companys
financial condition and results of operations may be adversely affected. Similarly if the Company is
unable to accurately predict expenditure on a given project or to operate within budgets agreed with its
customers, its financial condition, results of operations and reputation may be adversely affected.
Cancellations of projects or delays in completion of contracts could affect the revenue, cash flow and
earnings actually recognised from contracts reflected in the Companys financial statements, and in
certain circumstances may result in a reduction, reversal or elimination of previously reported revenues or
earnings. In the event of project cancellation, the Company may have no contractual right to the total
revenues reflected in its financial statements other than reimbursement for certain costs. If the Company
were to experience significant cancellations or delays of projects in its financial statements, its financial
condition and results of operations may be adversely affected.
The Companys contracts with its customers may contain provisions requiring the Company to pay
liquidated damages in relation to any delays in completing projects. Any cost overruns borne by the

45

Company, or any delays resulting in liquidated damages payments, may cause the contract to be less
profitable than anticipated or result in the Company incurring losses.
The Company always tries to negotiate contracts won through competitive tender processes, in such a
manner that will not result in onerous or unusual obligations to the Company.
7.1.7

Early termination, variation, alternative interpretation or renegotiation of client contracts

The Companys client contracts, in common with the industry standard, may provide for early termination
by the client upon default or non-performance by the Company or following a specified notice period.
A majority of the Companys client contracts also provide for variation under specified circumstances.
Such circumstances may include changes in the project design or schedule or changes in the scope of
work. While the amount charged by the Company for such variations is usually negotiated at the time of
variation, in some circumstances, the amount or the basis for determining the amount may be specified in
the initial contract, which may result in the Company being unable to recover the full cost of such
variations.
In addition, the Companys clients may have a different interpretation of certain terms included in their
contracts to that of the Company or to that which a court may apply. The Companys clients may also
seek to renegotiate contract terms so as to be more favourable to the client, particularly during economic
downturns or when industry conditions deteriorate. The Company may agree to such alternative
interpretations or renegotiations in order to avoid contract terminations or legal costs or to maintain client
relationships.
Contract terminations, variations, alternative interpretations and renegotiations may result in anticipated
revenue, being realised later than anticipated or not at all, and may also result in unanticipated costs, such
as the costs associated with renegotiating contracts, being borne by the Company. The occurrence of any
of these events may have a material adverse effect on the Companys results of operations, financial
condition and prospects.
The Company may seek to charge for such variations, although such amounts are not provided for in the
initial contract, which partly help the Company cover itself from any early termination, variation,
alternative interpretation or renegotiation of client contracts.
7.1.8

Liability to clients under warranties

The Company provides warranties as to the services it provides and the buildings it constructs, and as to
the proper operation and adherence to specifications of the engineering, equipment and constructions it
designs, purchases, modifies or builds. Failure of the equipment to operate properly or to meet
specifications may increase the Companys costs by requiring additional engineering resources and
services, replacement of parts and equipment, rebuilding or renovation or monetary reimbursement to a
client. Furthermore, these failures may cause significant and costly damage to the equipment or building.
To the extent that the Company incurs substantial warranty claims, its reputation, ability to obtain future
business and results of operations, financial condition and prospects could be materially and adversely
affected, although such risks may be mitigated by negotiation.
Although such risk may be mitigated through negotiations, the Company has continuously improved in
its quality of work and continues to do so through proper training and education of staff.
7.1.9

Actions of the Companys own workforce and that of third parties

The Companys performance on projects may be subject to delays or additional cost due to authorised and
unauthorised actions taken by unions or other organised labour forces in terms of both the Companys
own workforces and the workforces of other contractors. The Company has not experienced any recent
prolonged industrial action and is not aware of any such impending action among the Companys

46

employees or sub-contractors, but recognises that in the regions where the Company operates, industrial
action and associated civil unrest can cause delays and difficulty performing contracts.
The Company often relies on inputs from third-party equipment manufacturers and sub-contractors for the
completion of its projects. To the extent that the Company cannot engage sub-contractors or acquire
equipment or materials according to its plans and budgets, its ability to complete a project in a timely
fashion or at a profit may be impaired. If the amount the Company is required to pay for these goods and
services exceeds the amount estimated in bidding for lump sum work, the Company could experience
losses under the relevant contracts. In addition, if a sub-contractor or a manufacturer is unable to deliver
its services, equipment or materials according to the negotiated terms or on time, the Company may be
required to purchase such services, equipment or materials from another source at a higher price.
There may also be unforeseen and unpredictable delays to services resulting from factors outside the
control of the Companys own workforce, third parties, sub-contractors and manufacturers. The resulting
additional costs may be substantial, and the Company may be required to compensate the project
customer for delays. Further, the Company may not be able to recover any or all of these costs in all
circumstances, which may reduce the profit to be realised or result in a loss on a project for which the
services, equipment or materials were needed.
The Company may bid for a particular contract jointly as part of a consortium or with joint venture
partner(s). In these circumstances, the Companys ability to maximise the profitability of any contract
awarded to it may be adversely affected by the performance of its consortium or joint venture partner(s).
In addition, the Company may be dependent on the expertise of partners in assessing certain of the costs
of the contract. To the extent such costs are inaccurately calculated in relation to lump sum contracts, the
Company may be exposed to its share of any cost overruns of the consortium or joint venture, which
could have a material adverse effect on the prospects, financial condition and results of operations of the
Company.
In certain circumstances, the Company may be jointly and severally liable for the acts or omissions of its
consortium or joint venture partners. This may arise under the terms of the consortium or joint venture
arrangement or because the Company is exposed to the losses of any consortium or joint venture vehicle.
In addition, the Company may in certain circumstances accept primary liability by way of a separate
guarantee for the overall performance of the contract where it is only providing part of the goods or
services to the client. If a client pursued claims against the Company or against a consortium or joint
venture vehicle as a result of the acts or omissions of the Companys partners, the Companys ability to
recover from such partners may be limited. Recovery under such arrangements may involve delay,
management time, costs and expenses or may not be possible at all, which could adversely affect the
Companys prospects, financial condition and results of operations.
The Company has not experienced any prolonged industrial action and this has mainly been because of
proper mechanisms that address employees grievances whenever they arise.
7.1.10 Work stoppages and other labour problems
The laws of certain jurisdictions make striking and the formation of unions unlawful, whereas in other
jurisdictions striking and the formation of unions is lawful in certain circumstances. In addition in certain
other jurisdictions in which the Company operates, or may operate in the future, collective wage
bargaining and organised labour representation are common and industrial action more frequent. A
lengthy strike or other work stoppage at any of the projects on which the Company is working could have
a material adverse effect on the Companys ability to conduct its activities and complete its contractual
obligations. In addition, the Company may encounter delays and interruptions caused by industrial action
affecting its sub-contractors or suppliers, or by political interference or local community action. Any such
delays, stoppages or interruptions could have a material adverse effect on the Companys prospects,
financial condition and results of operations.

47

The Company has not experienced any recent prolonged industrial action and is not aware of any such
impending action among the Companys employees or sub-contractors but recognises that in the regions
where the Company operates, industrial action and associated civil unrest can cause delays and difficulty
performing contracts.
As stated above, the Company has not experienced any prolonged industrial action and this has mainly
been because of proper mechanisms that address employees grievances whenever they arise.
7.1.11 Client credit risk
The Company provides its services to a variety of clients and is therefore subject to the risk of nonpayment for services it has rendered or non-reimbursement of costs it has incurred. The contracts which
the Company enters into may require significant expenditure by the Company prior to receipt of relevant
payments from the client and expose the Company to potential credit risk. In addition, the Company is
open to the risk that its clients may take a strict contractual approach to performance of key performance
indicators regardless of the overall success of the project. In these situations, local management
intervention is often required in order to obtain payment.
The Company has not recently experienced any significant client credit events and the Directors are not
aware of any such impending events. Nevertheless, failure by any of its clients to pay for services
provided or reimburse costs incurred by the Company in the future could have a material adverse effect
on the Companys cash flow and on the profitability of the relevant contract for the Company.
The Company has over the years implemented strict credit policies but this mainly depends of the credit
worthiness of a client, with good credit worthy clients obtaining better terms from the company.
7.1.12 Dependence on licences, registrations, certifications, accreditations and reputation
Certain business operations of the Company are dependent on various licences, registrations and
certifications and accreditations. The Company has policies in place so that it is aware of relevant
regulatory requirements and best industry practices so as to ensure that the quality of services provided by
the Company is maintained at a satisfactory level. Nevertheless the ability to obtain, sustain or renew
licences, registrations, certifications and accreditations on acceptable terms is subject to changes in
regulations and policies and to the discretion of applicable governmental authorities.
If such licences, registrations, certifications and accreditations cannot be obtained or renewed, the
Company would not be able to carry out all or part of its business. This may have a material adverse
impact on some or all of the Companys business.
The Company has policies in place so that it is aware of relevant regulatory requirements and best
industry practices so as to ensure that the quality of services provided by the Company is maintained at a
satisfactory level.
7.1.13 Rising labour and raw materials costs
Certain of the Companys costs, in particular wages and the price of raw materials, are sensitive to rises in
general price levels in the markets in which the Company operates. However, due to competitive
pressures, if the Companys costs continued to increase, the Company may not be able to pass along those
costs to its clients, which could have a material adverse effect on the Companys business, results of
operations and financial condition.
The Company may seek to pass increasing the costs to its clients in appropriate circumstances.
7.1.14 Consolidation among oil and gas companies and increased competition
Consolidation among oil and gas companies, farm-ins and joint operating agreements, may result in fewer
potential clients for the Company. This may lead to increased competition to secure contracts.
Furthermore, mergers and acquisitions may result in the acquisition of a client of the Company by an
48

entity which does not have a policy of outsourcing services or which has established relations with a
competitor of the Company. A reduction in demand for the Companys services as a result of merger and
acquisition activity may have a material adverse effect on the Companys financial performance and
condition.
The Company has strategically built its capacity and reputation to bid for contracts as more competition is
expected in future in addition to diversifying into new untapped markets.
7.1.15 Environmental risks
While the Company believes that it will be able to effect any future projects in substantial compliance
with all relevant material environmental, health and safety laws and regulations, there can be no assurance
that new laws and regulations, or amendments to or stringent enforcement of existing laws and
regulations will not be introduced, which could have a material adverse impact on the Company.
Environmental legislation generally provides for restrictions and prohibitions on spills, releases or
emissions of various substances produced in association with certain mining industry operations which
would result in environmental pollution. A breach of such legislation may result in the imposition of fines
and penalties or other enforcement actions, which may have an adverse effect on the Companys business.
There can be no assurance that compliance with these laws and regulations or future laws and regulations
will not involve significant expenditure by the Company which could have a material adverse effect the
results of operations or financial condition of the Company.
In addition, the Companys future projects may be subject to laws and regulations regarding
environmental matters and the discharge of hazardous waste and materials. The potential for liability is a
risk. Costs may be incurred in environmental rehabilitation, damage control and losses.
The Company has policies in place so that it is aware of environmental regulatory requirements and/or
amendments best industry practices so as to ensure that it does not breach any of the environmental
legislation.
7.1.16 Operational and technical risks
A range of factors may affect the current and future operations of the Company, including appraisal and
possible production activities, start-up risks, limitations on activities due to exceptional weather patterns,
alterations to joint venture programmes and budgets, unanticipated operational and technical difficulties
encountered in production activities, mechanical failure of plant and equipment, adverse weather
conditions, environmental accidents, industrial disputes, unavailability of processing equipment,
unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment,
prevention of access by reason of political unrest, outbreak of hostilities, inability to obtain consents or
approvals, contracting risk from third parties providing essential services, potential problems in locating
and securing the services in a timely and cost effective fashion of appropriately skilled employees,
consultants, contractors or processors.
Operational risks will exist as long as the Company is in operation, but management has ensured that an
effective, integrated operational risk management framework is in place. This includes the following:

each department has defined roles and responsibilities with regard to operational risk management.
key risks are identified, assessed, controlled and reported on a continuous basis using appropriate
tools and methodologies.
operational systems and procedures are subjected to reviews.

7.1.17 Insurance
Insurance of all risks associated with operating in the oil and gas (and similar) industries is not always
available and, if available, the cost can be high. The Directors will endeavour to put insurance in place
that is considered appropriate for the Companys needs. The Company may not be insured against all
49

possible losses, either as a result of the unavailability of adequate cover or because the Directors finding
the premiums excessive relative to the aggregate benefits.
The occurrence of significant events against which the Company is not, or is not fully, insured, or a
number of lesser events against which the Company are fully insured but subject to substantial
deductibles, could materially and adversely affect the business, financial condition and results of
operations of the Company. The Directors will continue to review the insurance cover in place to ensure
that it is adequate and appropriate.
As part of operational risk management policy, the Company aims to ensures that appropriate insurance
policies to cover risks such as fire, theft and burglary are undertaken with reputable insurance companies.
7.1.18 Dependence on key personnel
The Companys business will become dependent on retaining the services of a small number of key
personnel and consultants as the business develops. Furthermore, the success of the Company will be
dependent on the expertise and experience of the Directors. The loss of one or more of those key
individuals could have a material adverse effect on the Company.
The Company ensures continuous training of its employees with the objective of ensuring its work force
is properly skilled and continuously safe.
7.1.19 Protection of business relationships
The Company will rely significantly on good relationships with regulatory, governmental departments
and non-governmental organisations. There can be no assurance that its existing relationships will
continue to be maintained or new ones will be successfully formed and the Company could be adversely
affected by changes to such relationships or difficulties in forming new ones.
The Company has successfully maintained a good relationship with regulatory, governmental
departments and non-governmental organisations.
7.1.20 Lack of revenue
The Company expects to incur losses unless and until such time as the assets it acquires generate
sufficient revenues to fund their capital expenditure requirements and continuing operations. There can be
no assurance that the Company will generate any revenues or achieve profitability, particularly if
Shareholders do not approve the Acquisition.
The Company works to ensure operational efficiency is maintained and strives to achieve high
performance in its business operations.
7.1.21 Infrastructure
It is likely that the Company will be required to use public infrastructure for its operations. There is a risk
that some of the infrastructure required may not be available at the times required as much of the public
infrastructure in sub-Saharan Africa is in a dilapidated or poor condition.
7.1.22 Competitors
The Company will face competition from a range of support services and logistics companies, some of
which are large and well-established. The competitors may be larger and/or have greater capital
resources. There is no assurance that the Company will be able to compete successfully in such a
marketplace in the future. In addition, the Company cannot predict the pricing or promotional activities of
its competitors or their effect on its ability to market and sell its services. In order to ensure that its
services remain competitive, the Company may be required to reduce its prices as a result of price
reductions by its competitors. This could adversely affect the Companys results.

50

The Company has strategically built its capacity and reputation across various jurisdictions to mitigate
against competition risk.
7.1.23 Expansion through acquisitions entails certain risks
Part of the Companys strategy may involve expanding its business through acquisitions of other
businesses or establishing new businesses. Acquisitions will require the integration of new operations into
the Companys business. The Companys ability to realise the expected benefits from future acquisitions
will depend, in large part, upon its ability to integrate new operations with existing operations in a timely
and effective manner and to manage an increasingly large business. It will also depend upon the
Companys ability to recruit additional management as it cannot be assured that management of acquired
businesses will continue to work for the Companys or that any of its recruiting efforts will succeed.
In addition, the Companys acquisition strategy will involve numerous risks, including the potential
inability to identify appropriate acquisition opportunities, possible failures of acquisitions to be profitable
or to generate anticipated cash flows, the entry into markets and geographic areas where the Company has
limited or no experience, diversion of managements time and resources from core operations and
potential difficulties in integrating operations and systems with those of acquired companies.
Management intends to carefully examine any new proposed businesses before integrating them with
existing businesses. Management conducts due diligence in respect of any potential acquisition targets.
7.1.24 Implementation and reliance on IT systems
Each of the areas of the Companys business rely on technology to communicate with clients and to carry
out all areas of its operations. To improve efficiencies and effectiveness, the Company intends to
implement new IT systems, particularly in respect of inventory and warehousing. If serious breaches,
errors or breakdowns in the Companys information technology or telecommunications systems, or if its
operations are subject to power or other failures which are prolonged or occur on a regular basis, then the
Company could incur substantial costs in identifying and fixing the systems (including increased labour
costs and maintenance fees), could lose the goodwill of its clients and could also materially breach
contracts it has with its clients and thereby lose revenues, face client claims and suffer reputational harm.
As part of operational risk management policy, a comprehensive system of internal controls is
maintained and systems and procedures to monitor transactions are established.
7.1.25 Risks associated with operating in Sub-Saharan Africa
Changes in government, monetary policies, taxation, exchange control and other laws can have a
significant impact on the Companys assets, operations and ultimately the financial performance of the
Company and its securities.
Several countries in sub-Saharan Africa are liable to experience periods of political instability, and there
can be no guarantees as to the level of future political stability. The Company intends to acquire interests
in such sub-Saharan African regions, and so changes to government policies and applicable laws could
adversely affect the operations and/or financial condition of any such interests acquired by the Company.
The Company operates in sub-Saharan Africa. There are various risks associated with the sub-Saharan
African region including disease, political instability and weather related risks. HIV/AIDS and Malaria
are prevalent in this region and the region is susceptible to other epidemics and public health emergencies
which may pose serious risks. As a result, the Company may incur loss of man hours and employees.
Education and skill levels are also limited in this region and may affect the Companys ability to hire
adequately skilled employees.
The Company monitors the monetary policies, taxation, exchange controls and other laws of the subSaharan countries in which it has operations and tries to ensure that the Company is protected from any
adverse implications of such changes.
51

7.1.26 Laws and regulations


The Companys plans and operations are subject to a variety of national, provincial, state, foreign and
local laws and regulations including health and safety. Because such laws and regulations are outside the
Companys control, the Company cannot predict the impact of changes in such laws or regulations in the
future. The adoption of new or different laws and regulations could adversely affect the Companys plans
or operations.
Legal systems in certain countries in which the Company operates are developing and have undergone
significant changes in recent years. The interpretation of, and procedural safeguards relating to, these
legal and regulatory systems are still developing, creating the risk of inconsistency in their application
and therefore uncertainty concerning actions that are necessary for compliance with those systems. The
Company may not be able to obtain the legal remedies provided for under these laws and regulations in a
reasonably timely manner and may not be able to enforce its rights (which therefore may not be
adequately protected). A lack of legal certainty in operating the Companys and Companys business, or
its inability to obtain predictable legal remedies in a timely manner or at all, may have a material adverse
effect on the Companys and the Companys business, results of operations and financial condition.
The Company has set up management structures and policies which permit analysis and assessment of
legal risks and plans for possible losses in order to minimize any adverse effects on financial
performance. The Company engage specialist external counsel where necessary to provide independent
legal advice.
7.1.27 Fraud, bribery and corruption
Fraud, bribery and corruption are more common in some jurisdictions than in others. The Company
carries on business in certain jurisdictions which have been allocated low scores on Transparency
Internationals Corruption Perceptions Index. Doing business in international developing markets
brings with it inherent risks associated with enforcement of obligations, fraud, bribery and corruption. In
addition, the oil and gas industries have historically been shown to be vulnerable to corrupt or unethical
practices.
The Company uses its best efforts to prevent the occurrence of fraud, bribery and corruption, but it may
not be possible for the Company to detect or prevent every instance of fraud, bribery and corruption in
every jurisdiction in which its employees, agents, sub-contractors or joint venture partners are located.
The Company may therefore be subject to civil and criminal penalties and to reputational damage.
Participation in corrupt practices, including the bribery of foreign public officials, by the Company, its
subsidiaries or other predecessors in interest, whether directly or indirectly (through agents or other
representatives or otherwise) may also have serious adverse consequences on the rights and interests of
the Company.
Instances of fraud, bribery and corruption, and violations of laws and regulations in the jurisdictions in
which the Company operates, could have a material adverse effect on its business, prospects, financial
condition or results of operations. In addition, as a result of the Companys strict approach to
anticorruption compliance, there is a risk that the Company could be at a commercial disadvantage and
may fail to secure contracts within jurisdictions that have been allocated a low score on Transparency
Internationals Corruption Perceptions Index to the benefit of other companies who may not have or
comply with such anti-corruption safeguards.
The Company uses its best efforts to prevent the occurrence of fraud, bribery and corruption, and has
established a comprehensive system of internal controls is maintained and systems and procedures to
monitor transactions.

52

7.2 General risks


7.2.1 Acceptability of Ordinary Shares as consideration
Although the Company expects to issue Ordinary Shares to satisfy all or part of any consideration payable
on future acquisitions or investments, vendors of suitable assets or businesses may not be prepared to
accept as consideration, shares traded on AIM or the NSE or may not be prepared to accept Ordinary
Shares at the quoted market price. In such circumstances the Company will consider alternative
approaches
7.2.2 Future fundraisings
Whilst the Directors have no current plans for raising additional capital and are of the opinion that the
working capital available to the Company is sufficient for its present requirements, it is possible that the
Company will need to raise extra capital either to complete an investment or acquisition or to fund its
working capital requirements following said investment or acquisition. It is difficult for the Directors to
predict accurately the timing and amount of these capital requirements. No assurance can be given that
any such additional financing will be available or that, if available, it will be available on terms
favourable to the Company or Shareholders.
The Company manage its financing requirements on a prudent basis so as to ensure that these risks are
minimised and mitigated.
7.2.3 Dividends
There can be no assurance as to the level of future dividends, if any. The declaration, payment and
amounts of any future dividends of the Company are subject to the discretion of the Directors, and will
depend, among other things, upon the Companys earnings, financial position, cash requirements and
availability of profits as well as the provisions of relevant laws or generally accepted accounting policies.
It is the Companys intention to issue dividends following an approval from the Board of Directors and
upon availability of profits in accordance with prudent financial practices.
7.2.4 General economic conditions
Changes in the general economic climate in which the Company operates may adversely affect the
financial performance of the Company. Factors that may contribute to that general economic climate
include the level of interest rates, exchange rates and the rate of inflation.
The Company constantly monitors the economic conditions and formulates policies to protect the
business from any potential negative effects of changing economic climate.
7.2.5 Forward-looking statements
This document contains certain forward-looking statements with respect to the proposed operations and
business of the Company and certain plans and objectives of the Company with respect thereto. By their
nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend
on circumstances that will occur in the future and the factors described in the context of such forwardlooking statements in this document could cause actual results and developments to differ materially from
those expressed in or implied by such forward-looking statements.
To mitigate against strategic risks, the Board and senior management periodically carefully formulate
strategic business plans (reflective of good corporate governance practices), and are committed to the
establishment of appropriate and proportionate internal infrastructure for implementation of the strategic
plans.

53

7.2.6 Exchange rates


The Company is capitalised in pounds sterling, however it will be operating in sub-Saharan Africa and its
working capital requirements may be denominated in currencies other than pounds sterling. As a result
fluctuations in currency exchange rates could have a material adverse effect on the financial condition,
results, operations or cash flows of the Company.
The Group is exposed to foreign exchange risk arising from various currency exposures, primarily with
respect to the US Dollar and may enter into hedging transactions where appropriate to minimise effects of
potential risks.
7.2.7 Taxation
Any change in the Companys tax status or the tax applicable to holding Ordinary Shares or in taxation
legislation or its interpretation, could affect the value of the assets held by the Company, affect the
Companys ability to provide returns to Shareholders and/or alter the post-tax return of Shareholders.
Statements in this document concerning the taxation of the Company and/or its investors are based upon
current law and practice which are subject to change. An investor should consult his or her own tax
adviser about the tax consequences of an investment in the Ordinary Shares.
The Company constantly monitors tax legislation to ensure the laws are properly followed and that the
Board understands and plans for proposed legislation changes.
7.3

Risk Management Responsibility

The Group has taken measures to manage risk in line with strategy and within risk appetite. The
implementation of a robust and transparent risk management program is necessary to enable the Group to
adapt and meet these challenges in a structured way to continually align its priorities and objectives
against a background of changing risk and uncertainty. The Groups overall risk management programme
seeks to minimise potential adverse effects on foreseen and unforeseen risks on the Groups financial
performance.
Risk management is carried out under supervision and direction from the Groups executive management.
Management identifies and evaluates risks and promotes risk management initiatives with a view to:

7.4

applying due diligence in planning and day-to-day management activities.


promoting proactive management with the early identification and treatment of risks.
improving the focus on the Groups key strategic goals leading to:
o more robust basis for strategic planning as key elements of risk have been identified.
o more effective allocation of resources to key services and areas of high risk improving service
delivery.
o improved level of accountability and responsibility.
o better informed decisions about opportunities and new initiatives/projects.
o avoidance of taking unnecessary and/or inappropriate risks.
Risk Factors Relating to this Listing

The Listing price for the Companys shares has been determined by ADSS in consultation with the
transaction advisors and may not be indicative of prices that will prevail in the open market following this
Listing.
Investors should therefore consider carefully whether investment in the Company is suitable for them, in
light of the risk factors outlined above, their personal circumstances and financial resources available to
them.

54

55

8. STATUTORY AND GENERAL INFORMATION


8.1. General and Legal Information

The legal and commercial name of the Company is Atlas Development & Support Services
Limited.

The Company was incorporated in Guernsey under the Law on 5 December 2012 with number
55964 as a non-cellular company limited by shares with the name Africa Oilfield Logistics
Limited.

On 5 November 2014 the shareholders of the Company resolved to change the name of the
Company to Atlas Development & Support Services Limited.

The liability of the shareholders of the Company is limited to the amount paid up or to be paid up
on their shares. The Company has an unlimited share capital of ordinary shares of no par value.

8.2. Principal Objects


The Companys objects are unlimited.
8.3. Articles of Incorporation
The following are the key provisions of the Companys Articles of Incorporation (Articles):
8.3.1

General Meetings
(a) The first annual general meeting of the Company must be held within 18 months of
incorporation after which annual general meetings must be held at least once in each
subsequent calendar year (with no more than 15 months elapsing between meetings). General
meetings can be held in Guernsey or such other place outside the United Kingdom as the
Board determine.
(b) Any general meeting is convened by at least 14 clear days notice, specifying the date, time
and place of the meeting and, in the case of any special business, the general nature of the
business to be transacted. With the consent in writing of all the members entitled to receive
notice of such meeting, a meeting may be convened by shorter or no notice. An annual
general meeting is convened by at least 21 clear days notice.
(c) The quorum for a general meeting is two members present in person or by proxy.

8.3.2

Class Meetings

The provisions of the Articles to general meetings apply mutatis mutandis to class meetings. The
necessary quorum is two members holding or representing by proxy at least one third of the issued shares
of the class in question (excluding any shares of that class held as treasury shares).
(i)

Votes of members
(a) Subject to any rights or restrictions as to voting attached to any class of shares, at any general
meeting, on a show of hands, every member who is present in person or by proxy and entitled
to vote has one vote and, in the case of a poll, every member present in person or by proxy
has one vote for every share of which he is the holder. No member is entitled to attend or vote
at a general meeting either personally or by proxy if he or any person appearing to be
interested in shares held by him has been duly served with a direction notice and is in default
for the prescribed period in supplying to the Company the information required thereby or, if
any calls from him have not been paid.

56

(b) Unless a poll has been demanded, a declaration by the chairman that a resolution has been
carried or lost on a show of hands and an entry to that effect in the minute book is conclusive
evidence of the fact without proof of the number or proportion of the votes recorded.
(c) If a poll is properly demanded, it must be taken in such manner and at such place as the
chairman may direct (including the use of ballot or voting papers or tickets) and the result of
a poll is deemed to be the resolution of the meeting at which the poll was demanded.
(d) In case of an equality of votes the chairman does not have a second or casting vote in addition
to any other vote he may have.
(e) The instrument appointing a proxy must be in writing under the hand of the appointor or of
his attorney duly authorised in writing or if the appointor is a corporation under its common
seal or under the hand of an officer or attorney duly authorised.
(f) The instrument appointing a proxy and the power of attorney or other authority (if any) under
which it is signed or a notarially certified copy of that power or authority must be deposited at
the registered office of the Company or such other address nominated by the Board not less
than 48 hours before the time for holding the meeting.
(g) Subject to the Law, a resolution in writing signed by or on behalf of the requisite majority of
members (including, for the avoidance of doubt, shareholders of a particular class) who, on
the date when the resolution is circulated, would be entitled to vote on the resolution if it
were proposed at a meeting, is as effective as if the same had been duly passed at a general
meeting.
8.3.3

Directors
a) A director is not required to hold any qualification shares.
b) The number of directors shall be not less than three, and there shall be no maximum number,
unless otherwise determined by the Company by ordinary resolution.
c) The amount of any fees payable to Directors (in their capacity as such) shall be determined
by the board. The Directors are also entitled to be repaid all reasonable travelling, hotel and
other expenses properly incurred by them respectively in the performance of their duties. Any
director holding an executive office or otherwise performing any special duties of special
services by arrangement of the board which in the opinion of the Directors are outside the
scope of his ordinary duties as a director may be paid such reasonable additional
remuneration as the Directors may determine.
d) The board may establish and maintain or procure the establishment and maintenance of any
noncontributory or contributory pension or superannuation funds for the benefit of, and give
donations, gratuities, pensions or other benefits to, any Director or ex-Director.
e) The Directors may from time to time appoint one or more of their body to be the holder of
any executive office (including the office of executive director) on such terms as they think
fit.
f) Subject to the Law and the Articles and provided that he has disclosed to the Directors the
nature and monetary value or, if such value is not quantifiable, the extent of any interest of
his, a director notwithstanding his office:
i.
ii.

may be a party to, or otherwise interested in, any contract or arrangement with the
Company or in which the Company is otherwise interested;
may be a director or other officer of, or employed by, or a party to, any transaction or
arrangement with a shareholder of, or otherwise directly or indirectly interested in,
anybody corporate promoted by the Company or in which the Company has entered
into any transaction, arrangement or agreement or in which the Company is otherwise
interested;

57

iii.

iv.

may act in a professional capacity to the Company (except that of auditor) in


conjunction with the office of director on such terms as to remuneration and otherwise
as the Directors may arrange as if he were not a Director; and
shall not, by reason of his office, be accountable to the Company for any benefit which
he derives from any such office or employment or from any such transaction or
arrangement or from any interest in any such body corporate, and no such transaction
or arrangement shall be liable to be avoided on the grounds of any such interest or
benefit.

g) Save as specifically provided in the Articles, a director may not vote in respect of any
contract or arrangement in which he is materially interested otherwise than by virtue of his
interests in shares or debentures or other securities of, or otherwise in or through, the
Company and/or the counterparty to the contract or arrangement. A director will not be
counted in the quorum at a meeting in relation to any resolution on which he is debarred from
voting.
h) Subject to the Law, a director is (in the absence of some material interest other than as
indicated below) entitled to vote (and will be counted in the quorum) in respect of any
resolution concerning any of the following matters, namely:
i.
ii.
iii.

iv.
v.

vi.

vii.
viii.

8.3.4

the giving of any guarantee, security or indemnity to him in respect of a debt or


obligations
incurred by him at the request or for the benefit of the Company or any of its
subsidiaries;
the giving of any guarantee, security or indemnity to a third party in respect of a debt
or obligation of the Company or any of its subsidiaries for which he himself has
assumed responsibility in whole or in part under a guarantee or indemnity or by the
giving of security;
the giving to him of any indemnity where all other Directors are also being offered
indemnities on substantially the same terms;
the funding by the Company of his expenditure on defending proceedings or the doing
by the Company of anything to enable him to avoid incurring such expenditure where
all other Directors are being offered substantially the same arrangement;
any proposal concerning an offer of shares or debentures or other securities of or by the
Company or any of its subsidiaries for subscription or purchase in which offer he is or
is to be interested as a participant in the underwriting or sub-underwriting thereof;
any proposal concerning the purchase and/or maintenance of any insurance policy
against any liability of his or under which he may benefit; and
any proposal concerning the adoption, modification or operation of a pension fund or
retirement, death or disability benefits scheme or employees share scheme which
relates both to the directors and employees of the Company or any of its subsidiary
undertakings which does not provide the director any privilege or advantage not
awarded to the employees to which the fund or scheme relates.

Borrowing powers of the Board

The board may exercise all the powers of the Company to borrow money and to give guarantees,
mortgage, hypothecate, pledge or charge all or part of its undertaking property or assets (present or future)
and uncalled capital and, subject to the provision of the Laws, to issue debentures, loan stock and other
securities whether outright or as collateral security for any debt, liability or obligation of the Company or
of any third party.

58

Subject to any applicable requirement of law, interest may be charged against the income of the Company
or against the capital or partly the other as the Board may from time to time determine.
Any person lending money to any Group company shall be entitled to assume that the relevant company
is acting in accordance with its constitution and shall not be concerned to enquire whether such provisions
have in fact been complied with.
8.3.5

Distribution of assets on liquidation

The Company may be wound up voluntarily by a special resolution of the Shareholders in general
meeting. The Company may also be wound up at any time in accordance with the provisions of the Law.
If the Company is wound up the liquidator will, as soon as is practicable, realise the assets of the
Company. The liquidator will be required to apply the assets of the Company to satisfy liabilities incurred
by the Company and, after paying thereout or retaining adequate provision for all liabilities properly so
payable and retaining for the costs of the winding-up, distribute proceeds of the realisation pari passu to
the Shareholders, in each case upon production by holders of such evidence as the liquidator may
reasonably require as to their entitlement thereto.
The Shareholders are entitled pari passu amongst themselves, but in proportion to the numbers of shares
held by them, to share in the proceeds of realisation. The liquidator may, with the sanction of a special
resolution of the Company, divide among the Shareholders in specie the whole or any part of the assets of
the Company and (whether or not the assets consist of property of one kind or of properties of different
kinds) may, for that purpose, value any assets and determine how the division shall be carried out as
between the Shareholders or different classes of Shareholders. The liquidator may, again with the sanction
of a special resolution of the Company, vest the whole or any part of the assets in trustees upon such
trusts for the benefit of the Shareholders as he determines. However no Shareholder shall be compelled to
accept any assets on which there is any outstanding liability.
8.3.6

Disclosure Requirements

If the Board determines that a holder of Ordinary Shares has not complied with the disclosure
requirements contained in the Articles, with respect to some or all of the Ordinary Shares held by such
holder of Ordinary Shares, the Board shall have the right to serve a direction notice on such person which
notice shall
a) suspend the right of such person to vote those Ordinary Shares in person or by proxy at any
meeting of the Company; and
b) where such Ordinary Shares represent at least 0.25% of the issued Ordinary Shares, (i) withhold,
without any obligation to pay interest thereon, any dividend or other amount payable with respect
to such shares; and/or (ii) prohibit the transfer of any Ordinary Shares save in certain
circumstances.
Further, pursuant to the Law, if in the opinion of the resident agent of the Company, a Shareholder has
failed without reasonable excuse to disclose beneficial ownership pursuant to a notice served by the
resident agent requesting the same, or where a Shareholder has made a statement in response to such a
notice which is false, deceptive or misleading in a material way, the resident agent shall give notice of this
to the Company, the Company may then place a restriction as it thinks fit, on rights attaching to the
Shareholders interest in the Company, including (a) any right to transfer the interest, (b) any voting
rights, (c) any right to further shares in respect of the shares already held by him and (d) any right to
payment due to that Shareholders interest in the Company, whether in respect of capital or otherwise, or
may cancel the Shareholders interest in the Company.

59

8.3.7

Rights attaching to shares

Subject to the terms and rights attaching to shares already in issue and the Articles, any new shares shall
be of such class and amount and have such preference or priority as regards dividends or in the
distribution of assets or as to voting or otherwise over any other shares of any class whether then issued or
not or be subject to such stipulations deferring them to any other shares with regard to dividends or in the
distribution of the assets as the Board may determine.
(i) Voting of class rights and changes of capital
a) All or any of the rights for the time being attached to any class of shares may, subject to the
Law, be altered or abrogated in such manner (if any), as may be provided by such rights or
in the absence of such provision, either with the consent in writing of the holders of not less
than three fourths in number of the issued shares of that class or with the consent of a
special resolution passed at a separate general meeting of the holders of shares of that class
where the quorum at such meeting shall be two persons holding or representing by proxy at
least one third of the issued shares of the class in question.
b) The Company may by ordinary resolution, consolidate and divide all or any of its shares
into shares of a larger amount, cancel any shares not taken or agreed to be taken by any
person, sub-divide its shares into shares of a smaller amount, convert all or any of its fully
paid shares the nominal amount of which is expressed in a particular currency into fully
paid shares of a nominal amount of a different currency, the conversion being effected at
the rate of exchange (calculated to not less than three significant figures) current on the date
of the resolution or on such other date specified by the resolution, convert the whole or any
particular class of its shares into redeemable shares, or redesignate the whole or any
particular class of its shares into shares of another class.
c) Subject to the Law, the Company may purchase its own shares and hold such shares as
treasury shares.
(ii) Pre-emption Rights on Issue of Shares
The Articles provide that, after the first annual general meeting the Directors authority to
issue, grant rights to subscribe for or convert any equity securities shall be determined by
ordinary resolution of the Company, and unless otherwise approved by special resolution,
the Company shall not issue or grant equity securities wholly for cash (or sell Ordinary
Shares held as treasury shares) on any terms unless:
(a) the Directors have made an offer by way of written notice to each person who holds
Ordinary Shares of the same class to issue (or sell) to him on the same or more favourable
terms in such proportion of those equity securities that is as nearly as practicable equal to
the proportion that the relevant persons existing holding of Ordinary Shares on a fixed
record date; and
(b) the period during which any offer referred to in sub paragraph (a) above may be accepted
has expired or the Company has received notice of the acceptance or refusal of every offer
made. These preemption rights do not apply to: a particular issue (or sale) of equity
securities if they are to be wholly or partly paid up (or paid for) otherwise than in cash; or
to the issue of equity securities granted in accordance with the Companys employees
share plan or the issue of shares pursuant to the exercise or conversion of any equity
securities, any rights attaching to equity securities, or any rights to acquire shares which in
60

each case were validly issued or granted; or the issue of shares pursuant to any script
dividend scheme implemented by the Company in accordance with the Articles, or any
bonus issue of shares.
8.3.8

Share Capital History

Between incorporation of the Company and 25 February 2013, 22 million Ordinary Shares were
issued for cash at a price of 0.1p per Ordinary Share.
Between 9 May 2013 and 6 June 2013, 115,621,596 Ordinary Shares were issued for cash at a price
of 2.0 pence per Ordinary Share.
On 25 June 2013, 85,172,415 Ordinary Shares were issued for cash at a price of 5.0 pence per
Ordinary Share.
On 9 August 2013, the Company issued and allotted 32,979,355 Ordinary Shares at a price of 8.0
pence per Ordinary Share, as consideration for the acquisition of a 49% interest in Ardan.
On 20 December 2013, 60 million Ordinary Shares were issued for cash at a price of 7.5 pence per
Ordinary Share.
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 shares in part payment for services rendered by an
advisor.
The issued share capital of the Company at the date of publication of this document comprises
393,923,366 Ordinary Shares.

There have been no debentures issued or proposed or intended to be issued within the two years preceding
the date of this listing statement
8.4. Other Important Information
8.4.1

The Companys Subsidiaries

Company Name

Country of
% of interest
Incorporation

Principal activity

Ardan Risk Holdings Limited

Mauritius

100%

Intermediate holding
company

Ardan Risk Trading Limited

Mauritius

100%*

Trading company

Ardan Servicos Logisticos, Lda

Mozambique

100%*

Dormant company

Ardan Servicos Medicos, Lda

Mozambique

100%*

Dormant company

Ardan Logistics Kenya Limited

Kenya

100%*

Trading company

Ardan (Civil Engineering)


Limited

Kenya

100%*

Trading company

Ardan (Facilities Management)


Limited

Kenya

100%*

Trading company

Ardan (Medical Services)


Limited

Kenya

100%*

Trading company

61

Ardan (Risk Management)


Limited

Kenya

100%*

Trading company

Ardan (Workforce
Accommodation) Limited

Kenya

100%*

Trading company

*Held indirectly
8.4.2
i.

Material Contracts
Letter of Engagement (Appointing Kenyan Nominated Advisor)

On 8thAugust 2014, the Company appointed Burbidge Capital as its Kenyan Nominated Advisor to assist
the Company on its proposed private placement and dual listing on the Growth Enterprises Market
Segment of the Nairobi Securities Exchange. In consideration for the provision of the services by
Burbidge Capital, the Company has agreed to pay to Burbidge Capital a monthly retainer fee of
US$3,000, a fixed corporate finance fee of US$50,000 and a commission on funds placed in the private
placement as follows: for funds placed up to US$4 Million, a commission of 5%; and for funds placed
above US$4 Million, a commission of 3.5%.
ii.

Lock-in Agreements (2013)

On 19 June 2013, the Company entered into lock-in agreements with each of Mr Mann, Mr Burns, Mr
Groves and Mr Edmonds (2013 Locked-in Shareholders) pursuant to which each of the 2013 Locked-in
Shareholders agreed (subject to certain limitations discussed below) not to dispose of any Ordinary
Shares, and to procure that no persons associated with the 2013 Locked-in Shareholder who are the
absolute beneficial and registered owners of Ordinary Shares will dispose of any Ordinary Shares for a
period of 12 months from the date of Original Admission.
iii.

Lock-in Agreements (2014)

On 25 September 2014, the Company entered into lock-in agreements with each of Mr. Esprey, Mr.
Groves, Mr. Lobel, Mr. Monro and Mr. Mann (2014 Locked-in Shareholders) pursuant to which each
of the 2014 Locked-in Shareholders agreed (subject to certain limitations discussed below) not to dispose
of any Ordinary Shares, and to procure that no persons associated with the 2014 Locked-in Shareholder
who are the absolute beneficial and registered owners of Ordinary Shares will dispose of any Ordinary
Shares for a period of 12 months from the date of Admission.
Certain disposals are permitted, including:

iv.

any disposal pursuant to acceptance of a takeover offer, which is open to all the Shareholders,
made to acquire the whole or a part of the issued share capital of the Company (other than any
Shares already held by the offeror or persons acting in concert with the offeror) whether by means
of a contractual takeover bid or a scheme of arrangement effected under Law (a Takeover
Offer);
the execution of an irrevocable commitment to accept a Takeover Offer;
any disposal pursuant to an intervening court order; or
any disposal to or by such 2014 Locked-in Shareholders personal representatives upon death,
pursuant to will or intestacy.
Administrative and support services agreement

62

On 19 June 2013 the Company entered into an agreement with African Management Services Limited
(AMSL) pursuant to which AMSL agreed to provide administrative and support services to the
Company on an ad hoc basis.
Such services include, but are not limited to the provision of legal, financial reporting and accounting
services. In consideration for the provision of the services by AMSL, the Company has agreed to pay
AMSL an annual retainer fee US$25,000 (payable quarterly in advance) plus such other fees as may be
agreed between the Company and AMSL for additional services provided by AMSL at the request of the
Company.
Mr Groves is also a director of AMSL and accordingly this agreement has been entered into at an arms
length basis.
v.

Acquisition Agreement and Exclusivity Agreement

On 5 August 2013, the Company entered into an agreement to acquire a 49 per cent. interest in Ardan,
pursuant to which consideration of US$4 million was satisfied by the issue and allotment of 32,979,355
Ordinary Shares at a price of 8.0 pence per share (issued on 9 August 2013). In addition to the
Acquisition, the Company was granted exclusivity for a period of 180 days with a view to entering into an
agreement to acquire the remaining 51 per cent. interest in Ardan. The transaction represented the maiden
transaction for the Company following the Original Admission.
vi.

Framework and Option Agreement

On 28 March 2014, the Framework and Option Agreement was entered into to provide a framework
under which the restructuring of Ardan could be carried out and to provide a mechanism whereby the
Acquisition could be effected. On 22 October 2014 the shareholders of the Company approved the
Acquisition and accordingly the Acquisition was thereafter completed.
Under the terms of the Framework and Option Agreement, Ardan and ALK (and their owners) undertook
to take various steps, in consultation with the Company and with the benefit of advice from the Company,
to restructure Ardan and to address related matters, including:

renegotiation of certain existing contracts of Ardan;


novation of certain existing contracts to the ALK Group;
ensuring that all new contracts, all pitches, tenders and similar business development activities
will be undertaken in the name and on behalf of the ALK Group;
ensuring that the operation of and performance of any existing contracts novated to the ALK
Group and any new contracts, shall be sub-contracted to Ardan on and subject to the terms set out
in the Framework and Option Agreement; and
at such time as the Company determines, assigning all debts owed to the Company (or its wholly
owned subsidiary, Ardan Risk Holdings Limited) by Ardan to the ALK Group.

In consideration for the mutual undertakings contained in the Framework and Option Agreement, the
Company was granted the Call Option. Pursuant to the Framework and Option Agreement Ardan and
ALK have begun the process of novating client contracts and negotiating new client contracts within the
ALK Group. This process will continue, pursuant to the Framework and Option Agreement, following
completion of the Acquisition, together with the assignment/reallocation of loan balances.
The Framework and Option Agreement also contains a restated lock-in, to apply for a period of 18
months from completion of the Acquisition, in respect of the shares issued as consideration pursuant to
the terms of the Acquisition Agreement.
vii.

Intra group financing


63

Since AOL completed its original acquisition of a 49 per cent. interest in Ardan pursuant to the
Acquisition Agreement, it has provided the necessary working capital funding to Ardan pursuant to the
agreements described below:

64

Facility
Name
Amount
(max.)
Date
Borrower
Lender
Repayment

Interest

Security

Events of
default
Other
Provisions

Revolving US$2m Credit Facility

US$5m Revolving Facility

US$2m

US$5m

US$6m

18-Jul-13
Ardan Risk & Support Services Limited
The Company
On 30 Business Days notice from
theCompany or on the 5th anniversary
Company
3 month LIBOR plus 2% p.a (accruing
daily)
Payable quarterly on loan outstanding
during previous quarter
n/a Guarantee and indemnity provided
from
Ardan Risk & Support Services (K)
Limited
Standard provisions

5-Aug-13
Ardan Risk & Support Services Limited
The Company
On 30 Business Days notice from the
Company or on the 5th anniversary
Company
3 month LIBOR plus 2% p.a (accruing
daily)
Payable quarterly on loan outstanding
during previous quarter
n/a Guarantee and indemnity provided
from
Ardan Risk & Support Services (K)
Limited
Standard provisions

5 March 2014
Ardan Risk Holdings Limited
The Company
On 30 Business Days notice from the
Company or on the 5th anniversary
Company
3 month LIBOR plus 2% p.a (accruing
daily)
Payable quarterly on loan outstanding
during previous quarter
N/A

Specific purpose related of None facility


relates to providing to Ardan Kenya to
finance specified projects

Amended pursuant to amendment dated 5


March 2014- Amendment to Facility
Agreement

Specific purpose amended to broaden


scope to financing general working
capital of Ardan in addition to related to
financing Ardan to finance specified
projects*

Standard provisions

*Specific purpose amended to broaden scope to financing general working capital of Ardan in addition to finance specified projects

65

viii.

Warrant Instrument (5p September 2014)

On 15 September 2014 the Company adopted the Warrant Instrument (5p September 2014).
Under the terms of this instrument, the Company has the ability to grant 30 million warrants to subscribe
for new ordinary shares at an exercise price of 5p per new ordinary share for the purposes of
consideration on future transactions/staff & consultant incentivisation. The exercise period for each
warrant granted under this instrument runs until 15 September 2019. As at the date of this document 25
million warrants have been granted under this instrument.
ix.

Warrant Instrument (10p September 2014)

On 15 September 2014 the Company adopted the Warrant Instrument (10p September 2014).
Under the terms of this instrument, the Company has the ability to grant 25 million warrants to subscribe
for new ordinary shares at an exercise price of 10p per new ordinary share for the purposes of
consideration on future transactions/staff & consultant incentivisation. The exercise period for each
warrant granted under this instrument runs until 15 September 2019. As at the date of this document no
warrants have been granted under this instrument.
8.4.3

Licenses

All material licenses, permits, approvals and consents required by the Company and its subsidiaries
to carry on the business of the Company have been duly obtained and are in full force and effect.
8.4.4

Material Borrowings

Other than intra-group borrowings, the Group has no material borrowings as at the date of this
Listing Statement.
8.4.5

Litigation/Disputes

Neither the Company, nor the Group, is engaged in any litigation or arbitration nor so far as the
Directors are aware, is litigation or claim pending or threatened against the Company which has, has
had or may have a significant effect on the Companys financial position.
8.4.6

Interruption in the Companys business

There have been no interruptions in the Companys business, which may have or have had
during the recent past (covering at least the previous four months) a significant effect on the
Companys financial position.
8.5. Taxation

A Shareholder who is resident in Guernsey (which includes Alderney and Herm) for
Guernsey tax purposes, will incur Guernsey income tax at the applicable rate on distributions
paid to that Guernsey resident Shareholder by the Company. The Company is responsible for
the deduction of tax from distributions and the accounting of that tax to the Director of
Income Tax in Guernsey in respect of distributions paid by the Company to such Guernsey
resident Shareholder. With effect from 1 January 2013 the deemed distribution regime,
which applied to a companys undistributed income that had not previously been distributed
or deemed to be distributed, was repealed.
The Companys distributions can be paid to a Shareholder who is not resident in Guernsey
(which includes Alderney and Herm) for tax purposes without deduction of Guernsey
income tax, provided such distributions by the Company are not to be taken into account in
computing the profits of any permanent establishment in Guernsey through which such
Shareholder carries on business in Guernsey.
Guernsey currently does not levy taxes upon capital inheritances, capital gains gifts, sales or
turnover (unless the varying of investments and the turning of such investments to account is
66

a business or part of a business), nor are there any estate duties (save for registration fees and
ad valorem duty for a Guernsey Grant of Representation where the deceased dies leaving
assets in Guernsey which require presentation of such a Grant). No stamp duty is chargeable
in Guernsey on the issue, transfer or redemption of shares in the Company.
8.6. Documents for Inspection
Copies of the following key documents will be available for inspection at Burbidge Capital offices up
until the date of listing:
a)
b)
c)
d)
e)
f)
g)
h)
i)
j)
k)

This Listing Statement;


The Issuers Articles of Incorporation;
The Certificate of Incorporation;
The Certificate of Change of Name
Share option scheme rules
The Certificate of Registration of the Company in Kenya;
Board resolution approving the Dual Listing;
All material contracts;
Directors service contracts;
The audited annual reports for the financial years 2012/2013 and half year 2014;
Copies of service agreements with managers or secretary/ies, underwriting, vendors' and
promoters' agreements entered into during the last two (2) financial years;
l) The legal report from Anjarwalla & Khanna dated 12th November 2014;
m) All expert reports, letters, and other documents, balance sheets, valuations and statements
any part of which are included or referred to in this Listing Statement; and
n) Written statements signed by the auditors or accountants setting out the adjustments made by
them (and giving reasons) in arriving at the figures shown in the Accountants' Report.
o) Removal Forms

67

9. DIRECTORS STATEMENT
We hereby declare that to the best of our knowledge, information and belief (having taken all reasonable
care to ensure that such is the case) all information contained in this Listing Statement and the statements
contained in the reports herein are correct, and there are no other internal documents containing
information which could distort the interpretation of the report or affect the importance of such
information.
The Board confirm that in their opinion the working capital available to the Company is sufficient for its
present requirements and for the next 12 months following the listing and that the issued share capital of
the Company is adequate for the purposes of the Company for the foreseeable future.
There have been no audited or interim financial statements of the Issuer that have been published
subsequent to those covering the financial year ended 30 June 2014. The Directors are not aware of any
significant changes in the financial or trading position of the Issuer that has occurred since the financial
year ended 30 June 2014 other than as identified in such financial statements.
Ian Mann
Non- Executive Chairman
Signed:

Carl Esprey
Chief Executive Officer
Signed:

------------------------------------------------------

------------------------------------------------------

Barry Lobel
Chief Financial Officer
Signed:

Lachlan Monro
Chief Operating Officer
Signed:

---------------------------------------------------

------------------------------------------------------

Andrew Groves
Executive Director
Signed:

Jonathan Wright
Non-Executive Director
Signed:

-----------------------------------------------------

-----------------------------------------------------

68

APPENDIX 1: LEGAL OPINION

OUR REF: SS/DR/CK/5091/4


YOUR REF: [*]
DATE: [*], 2014
The Directors
Atlas Development and Support Services Limited
Richmond House
St Julians Avenue
St Peter Port
Guernsey GY1 1GZ
Channel Islands
Dear Sirs,
We have acted as the Kenyan legal advisers to Atlas Development and Support Services Limited (the
Company) in relation to the proposed listing of its shares on the Growth Enterprise Market Segment of
the Nairobi Securities Exchange (the Listing) upon the terms and conditions set out in the Listing
Statement dated [*] (the Listing Statement).
Save as otherwise defined in this Opinion, expressions defined in the Listing Statement shall bear the
same meanings where used in this Opinion.
This Opinion is limited to Kenyan law as applied in the Courts of Kenya and as of the date of this
Opinion and to matters prevailing as of the date of this Opinion and to matters of fact prevailing as of the
date of this Opinion.
This legal opinion (this Opinion) is given in relation to the Listing.
1

Documents reviewed

1.1

For the purposes of this Opinion, we have examined originals or copies certified to our
satisfaction of the following documents:
1.1.1

The draft Listing Statement;

1.1.2

A legal Opinion of Carey Olsen LLP dated 11 November 2014 (the Carey Olsen
Opinion);

1.1.3

A copy of the Certificate of Compliance in relation to the Companys registration in


Kenya;

1.1.4

A resolution of the board of directors of the Company dated 7 October 2014;

1.1.5

A letter of approval from the Nairobi Securities Exchange dated [*];

69

1.1.6

Letters of confirmation from the company secretary of the Companys Kenyan


subsidiaries dated 24 October 2014; and

1.1.7

Such other records and documents as we have considered necessary or appropriate for
the purposes of this Opinion in respect of the Company.

Assumptions

2.1

For purposes of this Opinion, we have made the following assumptions:

2.1.1

all information contained the Listing Statement and all information provided to us by the
Company, and its officers and advisers is true, accurate and up to date;

2.1.2

the authenticity and completeness of all documents submitted to us as originals or


copies, the genuineness of all signatures, the conformity to originals of all copies, and
the accuracy of any translations;

2.1.3

all documents have been authorised, executed and delivered by the parties to those
documents;

2.1.4

that representations made to us by officers and agents of the Company are true in all
material respects; and

2.1.5

the confirmations and opinions stated in the Carey Olsen Opinion are true, correct and
accurate in all respects.

Opinion

Based on and subject to the Carey Olsen Opinion, the assumptions and other provisions set out above
and the reservations set out below, we are of the opinion that:
3.1

Status of the Company


3.1.1

The company is a non-cellular company limited by shares incorporated and validly


existing in the Island of Guernsey, Channel Islands (Guernsey) as of 5 December 2012
with registered number 55964.

3.1.2

The Registered Office of the Company is Richmond House, St Julians Avenue, St Peter
Port, Guernsey GY1 1GZ, Channel Islands.

3.1.3

The Company has the power and authority to list its shares on the Nairobi Securities
Exchange by way of introduction having obtained the consent of the Board of Directors.

3.1.4

The Company has, at the date hereof, a Board of Directors consisting of the following
individuals:
Director

Position

Ian Mann

Non-Executive Chairman

Carl Esprey

Chief Executive Officer

Barry Lobel

Chief Financial Officer

Lachlan Monro

Chief Operating Officer

Andrew Groves

Executive Director

Jonathan Wright

Non-Executive Director

3.1.5

The Company Secretary of the Company is Philip Enoch

3.1.6

The Companys authorised service process agent in Kenya is Conrad Nyukuri.

3.1.7

The Company maintains its statutory books at its registered office at 3rd Floor Apollo
Center, Westlands.

70

3.2

3.3

3.1.8

The issued share capital of the Company is 393,573,366 shares. The Company does not
have an authorised share capital.

3.1.9

The Company is duly registered in Kenya as a foreign company under Part X of the
Companies Act (Cap 486) under certificate of registration number CF/2014/166829
dated 6 November 2014.

3.1.10

The Company has the power and authority to list its shares on the Growth Enterprise
Market Segment of the Nairobi Securities Exchange having obtained the consent of the
Board of Directors and the Nairobi Securities Exchange.

Licences and consents


3.2.1

No authorizations, approvals, consents, licences, exemptions, filings or registrations of


or with any governmental or public bodies or authorities of or in Guernsey are required
in connection with the Listing.

3.2.2

All authorizations, approvals, consents, licences, exemptions, filings or registrations of


or with any governmental or public bodies or authorities of or in Kenya required in
connection with the business of the Company have been obtained by the Company in
proper form, and are in full force and effect.

Ownership of assets
3.3.1

3.4

As of the date of this Opinion, the Company has commenced only minimal operations
in Kenya and has no material assets or liabilities in Kenya or Guernsey.

Subsidiaries
3.4.1

The following companies are subsidiaries of the Company duly incorporated in Kenya:
(a)
(b)
(c)
(d)
(e)
(f)

3.5

3.6

3.7

Ardan Logistics Kenya Limited;


Ardan (Risk Management) Limited;
Ardan (Medical Services) Limited;
Ardan (Facilities Management) Limited;
Ardan(Civil Engineering) Limited; and
Ardan (Workforce Accommodation) Limited.

Material litigation
3.5.1

As far as the Company is aware the Company and its subsidiaries are not a party to, and
have not been threatened with, any material litigation or arbitration in Kenya.

3.5.2

A search on the date hereof of the Royal Court records available for inspection at the
Greffe has confirmed that no proceedings have been taken against the Company
(including no proceedings to declare the assets of any of them to be en dsastre) in
Guernsey.

Material contracts in Kenya


3.6.1

Other than the contracts listed in paragraph 8.4.2 of the Listing Statement, the Company
has not entered in to any material contracts.

3.6.2

As at the date of this Opinion, the Company is not in breach of any material contractual
obligations.

3.6.3

Excepting contracts with advisers engaged by the Company for the Listing, there are no
contracts with any bank, securities exchange, investment banks, brokers or any other
person in respect to the Listing.

Material borrowing
3.7.1

The Company does not have any material borrowing in Kenya or Guernsey.

71

Consent

We consent to the inclusion of our legal opinion in the Listing Statement to be issued for the Listing in
the form and context in which it appears. We confirm that we have given and as at the date of issue of
the Listing Statement have not withdrawn our consent to its issue and the inclusion of our legal opinion
herein.
5

Reservations

5.1

The opinions expressed herein are subject to the following qualifications:

5.1.1

we have relied solely on the Carey Olsen Opinion in respect of all matters relating the
Guernsey law and have not pursued any further investigations in respect of the Company
in Guernsey.

5.1.2

we shall not be liable for any inaccuracies in this opinion resulting from the actions
and/or omissions and/or wilful statements or representations on the part of the Company
and/or any of its officers, representatives or agents in the Documents or from the
Companys legal advisors as to Guernsey law which may take place or which may be
made in connection with the preparation and/or rendering of this opinion;

5.1.3

any views which are expressed in respect of, or on the basis of, any law, statute,
regulation or similar rules, are expressed in respect of the relevant law, statute,
regulation or similar rules as it was in force, and on the basis of the provisions thereof, at
the date of this opinion;

5.1.4

the opinions expressed herein relate only to Kenyan law as currently applied and
interpreted by the Kenyan courts and are limited to questions arising under the laws of
Kenya. We do not purport to have investigated the laws of any jurisdiction outside of
Kenya, nor to express any opinion on any question arising under the laws of any other
jurisdiction;

5.1.5

except as explicitly stated herein, we express no opinion on matters of fact; and

5.1.6

we do not give any opinion on the commerciality of the Listing.

Effective Date

This letter and the opinion given in it are governed by the laws of the Republic of Kenya and relate to the
law of the Republic of Kenya as applied by the courts of the Republic of Kenya as at todays date. We
express no opinion in this letter on the laws of any other jurisdiction.
7

Reliance

7.1 This opinion is given to the directors of the Company for their own use in relation to the proposed
Listing and other than in the Listing Statement may not be disclosed in whole or in part by any person or
otherwise quoted, referred to or relied upon for any other purpose. This Opinion is not intended to act as
a recommendation as to whether any person should invest in the Company.
7.2 We have taken instructions solely from the Company. The issuance of this opinion shall not be taken
as an implication that we owe a fiduciary duty of care or a contractual duty of care to any person who is
not our client.
Yours faithfully,
for Anjarwalla & Khanna

72

APPENDIX II: INTRODUCTION TO FINANCIALS


The following audited financial statements for the Company and the relevant subsidiaries are attached:
1. Atlas Development And Support Services Limited for the years ended 30 June 2013 and 30 June
2014;
2. Ardan Risk & Support Services Limited for the years ended 31 December 2012 and 31
December 2013, plus the interim audited statements for the six-months ended 30 June 2014.
As already mentioned, Atlas purchased a 49% stake in Ardan in August 2013, and exercised the call
option to acquire the remaining 51% in October 2014. As such, the financial statement for Atlas for the
year ended 30 June 2014 incorporates 49% of Ardan from August 2013 to June 2014 only.
In addition, it worth mentioning that since January 2014, Atlas implemented a restructuring of Ardan to
improve operational management and implementation, planning and reporting. This included simplifying
the operational structure into 3 separate business divisions, recruiting highly qualified divisional
leadership to run the business, recapitalizing the business by way of loans from Atlas, renegotiating loss
making contracts, and the implementation of new systems and controls which included the identification
and elimination of costs inefficiencies.
The results of this restructuring are clearly evident in the turnaround performance of Ardan during the
first six months of 2014, in which the business has transformed from losses of -US$3.7m in 2013, to
profits after tax of +US$4.3m in the first 6 months of 2014.
Consequently, when viewing the attached financials, the following considerations should be taken into
account:
1. The values for Ardan, as included in Atlas financials for 2014 include results from Aug-Dec
2013 which were prior to the restructuring of Ardan, and therefore when Ardan was still loss
making; and
2. From October 2014, Atlas owns 100% of Ardan, so 100% of the profits will be consolidated
into Atlas from this date.

73

APPENDIX III: REPORTING ACCOUNTANTS REPORT

ATLAS Development and Support Services

Financial Statements and Accountants Report


Prepared by Baker Tilly Meralis Kenya
For the Period ended 30 June 2014

74

13 November 2014

The Board of Directors


Atlas Development & Support Services Limited
Guernsey GY1 1G2
1. REPORT OF THE ACCOUNTANTS
Introduction
We submit our Accountant's report in accordance with Section 19 of the Third Schedule of the
Companies Act (Cap. 486) and Part CC of the Third Schedule of the Capital Markets (Securities)
(Growth Enterprises Market Segment Disclosure Requirements) Regulations, 2002 (the "Regulations"),
as amended by the Capital Markets (Securities) (Public Offers, Listings and Disclosures) (Amendment)
Regulations, 2012..
Responsibility of the directors
The directors of Atlas Development & Support Services Limited (the "Company") are responsible for
the preparation of the Listing Statement and all the information contained therein and for the financial
statements to which this Accountant's Report relates and from which it has been prepared.
Our responsibility and procedures applied
Our responsibility is to review the financial statements of the Group prepared on the basis as detailed in
the basis of accounting policy to the financial statements for the year ended 30 June 2014 and the year
ended 30 June 2013 (collectively referred to as the "Financial Information") based on the audited
financial statements for the respective periods under the requirements of International Standard on
Review Engagements 2400 - Engagements to Review Financial Statements ("ISRE 2400").
The group comprises of Atlas Development & Support Services Ltd (the company) and includes its
investments in associate Ardan Risk & Support Services Kenya Ltd.
The objective of the engagement was to enable us to state whether, on the basis of our review procedures
which do not provide all the evidence that would be required in an audit, if anything has come to our
attention that causes us to believe that the financial statements were not prepared, in all material respects,
in accordance with International Financial Reporting Standards (IFRS).
The financial information set out in this report has been compiled in accordance with the International
Standard on Related Services 4410 - Engagements to Compile Financial Statements ("ISRS 4410").
In meeting the requirements above, we:
reviewed the audited financial statements of the Company included in the Accountant's Report for the
year ended 30 June 2013 for compliance with International Financial Reporting Standards (IFRS) and
consistency of application of accounting policies;
reviewed the audited financial information for period ended 30 June 2014 included in the Accountants
Report for compliance with International Financial Reporting Standards (IFRS) and consistency of
application of accounting policies under the requirements of International Standard on Review
Engagements 2410 - Review of Interim Financial Information Performed by the Independent Auditor of
the entity ("ISRE 2410");
made enquiries of the Group as required by ISRE 4410 of management about the operations of the
Group, its accounting principles and practices and other significant matters relevant to the Financial
Information and have applied that knowledge in compiling the financial statements. We have also
applied knowledge obtained from carrying out review procedures on the financial statements.
We have reviewed the Directors' assumptions with regards to the working capital position of the group
for the next 12 months from the date of the listing. We conducted our review in accordance with
International Standard on Assurance Engagements (ISAE) 3400 - The Examination of Prospective
Financial Information, which are future financial forecasts of the group on which this working capital
requirements are based on. The objective of this review is to enable us to obtain sufficient and
appropriate evidence as to the Director's opinion on working capital adequacy for the next 12 months
after the listing, as stated on page 39 of the listing statement.

75

The financial statements of the group companies were audited by the following independent auditors:
Entity Name

Auditors

Atlas Development & Support Services Limited

Baker Tilly UK LLP (UK)

Ardan Risk and Support Services Kenya Limited

Baker Tilly Meralis (Kenya)

Ardan Risk Holdings Limited

Baker Tilly (Mauritius)

Ardan Risk and Support Services Limited, Ethiopia Branch Tesfaye Teferi & Co. (Ethiopia
Ardan Risk and Support Services Mauritius Limited

Baker Tilly Meralis (Kenya)

The financial statements have been prepared on the basis of the accounting policies set out on pages 5 to
30 of the Accountants Report. For all accounting periods dealt with in this report, the financial
statements have, in all material respects, been prepared in accordance with International Financial
Reporting Standards. Where necessary, the financial statements have been adjusted to reflect the
accounting policies of the Group as will be applied in the financial statements for the year ending 31
December 2014. Such accounting policy changes include the retrospective effect of adoption of new and
revised International Financial Reporting Standards.
We draw your attention to Note 11 with the post-acquisition financial statements and notes for the
associate Ardan Risk & Support Services Kenya Ltd, for the period 5th August 2013 to 30 June 2014.
Review Opinion
Reviews carried out in accordance with ISRE 2400 and ISRE 2410 as well as a compilation under ISRS
4410 are substantially less in scope than an audit conducted in accordance with International Standards
on Auditing and consequently do not enable us to obtain assurance that we would become aware of all
significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
However, based on our review, nothing has come to our attention that causes us to believe that the
accompanying financial statements of Atlas Development & Support Services Limited and Ardan Risk
& Support Services Kenya Limited for the periods ended 30 June 2014 and 30 June 2013, do not give a
true and fair view, for the purposes of the Listing Statement, in accordance with International Financial
Reporting Standards (IFRS).
In respect of the adequacy of working capital, based on our review and the enquiries with the Directors,
nothing has come to our attention which causes us to believe that the assumptions made by the Directors
in arriving at their assessment of the adequacy of the working capital for at least the next 12 months after
the date of the listing are unreasonable.
We consent to the inclusion of this report in the Atlas Development & Support Services Limited Listing
Statement to be issued in the form and context in which it appears

Madhav Bhandari Reg 1213


Baker Tilly Meralis
Certified Public Accountants

76

2. ACCOUNTING POLICIES
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 30 June 2014. 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 year 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 Groups 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 Groups share
of losses exceeds its interest in an associate, the Groups 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.
On the 5th August 2013 Atlas Development and Support Services entered into a share purchase agreement
with the current shareholders of Ardan Risk and Support Services (K) Limited and Ardan Ethiopia for the
purchase of 49% of equity. On 28th March 2014 Atlas Development & Support Services Limited entered
into Framework and option agreement which involved novation of existing contracts to a new company
Ardan Logistics Kenya Ltd and was granted a call option to acquire 100% of the new Ardan Company in
exchange for the 49% of Ardan Risk and Support Services (K) Ltd.
It is expected that all future revenues and contracts will be transacted through new Ardan Logistics Kenya
Ltd.
Going concern
The board has detailed its considerations relating to Going Concern in note 3 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..
Foreign currency translation
The presentational currency of the group is US Dollars as this reflects the groups planned business
activities in the logistics sector in sub Saharan Africa and therefore the Groups financial position and
financial performance.
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. Details of
exchange rates are explained in Note 11.
Operating loss
Operating loss consists of operating expenses and excludes interest income net of finance costs.
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 assets net carrying amount.
77

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.
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.
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 groups 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.
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 investors
share of the profit or loss of the investee after the date of acquisition.
The groups 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 groups share of
losses in an associate equals or exceeds its interest n 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
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 assets 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%
78

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.
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
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
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.
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.
Equity instruments
Equity instruments issued by the Group are recorded at fair value on initial recognition, net of transaction
costs.
Dividend Policy
Proposed dividends are disclosed as a separate component of equity until declared. Dividends are
recognized as liabilities in the period in which they are approved by the company's shareholders. No
dividends have been declared by any of the entities.

79

3. FINANCIAL INFORMATION
Financial information year ended 30 June 2014
I) Consolidated income statement
Notes

2014
$ '000

CONTINUING OPERATIONS
Revenue
Cost of sales
Gross Profit

2013
$ '000
-

Operating expenses
Operating loss

(2,521)
(2,521)

(155)
(155)

Finance income
Depreciation and Amortisation
Share of results of associate
Loss before taxation

28
(7)
1,075
(1,425)

(155)

(1,425)

(155)

(1,425)

(155)

(0.04)

(0.01)

Income tax expense


Loss for the year from continuing operations
Loss for the year attributable to owners of the
parent company
Loss for the year attributable to non-controlling
interests
(Loss)/Earnings per Share
Basic & Diluted Loss per share from continuing
operations

6
8

80

ii) Consolidated Statement of Comprehensive income


2014
$ '000

2013
$ '000

Total comprehensive loss for the year

(1,425)

(155)

Total comprehensive loss attributable to owners of the parent company


Total comprehensive loss attributable to non-controlling interests
Total comprehensive loss for the period

(1,425)
(1,425)

(155)
(155)

81

iii) Consolidated Statement of Financial Position


Notes

2014
$ '000

2013
$ '000

Assets
Non-current assets
Property, plant & equipment
Investment in Subsidiaries
Interest in Associate
Loans and other receivables
Total non-current assets

10
11
12

174
3
5,075
8,545
13,797

Current assets
Trade and other receivables
Cash and cash equivalents
Total current assets

13
14

2,369
3,132
5,501

871
9,162
10,033

19,298

10,033

(115)
(262)
(377)

(28)
(508)
(536)

(377)

(536)

18,921

9,497

Total assets
Liabilities
Non-current liabilities
Long-term borrowings
Total non-current liabilities
Current liabilities
Short-term borrowings
Trade and other payables
Total current liabilities

15

Total liabilities
Net assets
Equity
Issued capital
Foreign Exchange Reserve
Retained earnings
Total equity attributable to the equity
holders of the parent company

16
17

20,508
(7)
(1,580)

9,652
(155)

18,921

Non-controlling interests

Total equity

18,921

9,497
9,497

82

iv) Consolidated Statement of Changes in Equity


Total
Foreign attributable
Retained
Exchange
to equity
earnings
Reserve
holders of
the parent

Share
capital

$ '000

$ '000

$ '000

$ '000

Balance at 5th December 2012

Loss for the period


Total comprehensive income for the period

(155)
(155)

(155)
(155)

Transactions with owners


Share issues - cash received
Share issue costs
Total transactions with owners

10,108
(456)
9,652

10,108
(456)
9,652

Balance at 1st July 2013

9,652

(155)

(1,425)
(1,425)
-

Loss for the period


Total comprehensive income for the period
Exchange translation differences on foreign operations
Transactions with owners
Share issues - cash received
Share issue costs
Total transactions with owners
Balance at 30th June 2014

11,392
(536)
10,856
20,508

9,497
(7)

11,392
(536)
10,856

(1,580)

(7)

18,921

(1,425)
(1,425)
(7)

83

v) Consolidated Cash Flow Statement


2014
$ '000
Cash flows from operating activities
Loss before tax
Working Capital Adjustments:
- Depreciation of property, plant and equipment
- Share of Associates profit
- Net interest income
Operating cash flow before movements in working capital
Working capital adjustments:
- Increase in receivables
- (Decrease)/ Increase in payables
Cash used in operations
Interest received
Net cash used in operating activities
Cash flows from investing activities
Purchase of property, plant and equipment
Purchase of subsidiary, net of cash received
Increase in loans to associate
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of share capital
Share issue costs
Net cash flow from financing activities
Net (decrease)/ increase in cash and cash equivalents
Cash and cash equivalents at start of the period
Effect of foreign exchange rate changes

2013
$ '000

(1,425)

(155)

7
(1,075)
(28)
(2,521)

(155)

(1,498)
(159)
(4,178)
28
(4,150)

(871)
536
(490)
(490)

(181)
(3)
(8,545)
(8,729)

7,392
(536)
6,856

10,108
(456)
9,652

(6,023)

9,162

9,162
(7)

84

4.

NOTES TO THE FINANCIAL STATEMENTS


1. General information

Atlas Development & Support Services, formerly named Africa Oilfield Logistics Limited is
incorporated and domiciled in Guernsey.
The presentational currency of the Group is US Dollars as this reflects the Groups planned business
activities in the logistics sector in sub-Saharan Africa and therefore the Groups 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 2014, 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.
The Group has applied the amendments to lAS 1 Presentation of Items of Other Comprehensive Income.
Under the amendments to lAS 1, the statement of comprehensive income requires separately analysis
of items that will not be subsequently reclassified to profit or loss and hose that will be subsequently
reclassified, including the related income tax effects. These changes have been retrospectively applied.
Other than the above mentioned presentation changes, the application of the amendments to IAS 1 do
not result in any impact on profit or loss, comprehensive income and total comprehensive income.
The Group has applied the amendments to IFRS 7 Disclosures offsetting financial assets and liabilities
Transfers of financial assets in the current year. The amendments improve the disclosure requirements
for transactions involving the transfer of financial assets. As the group did not transfer any financial
assets that were not recognised, this had no material impact on the financial statements.
International Financial Reporting Standard 10 (IFRS 10) on 'Consolidated Financial Statements builds
on existing principles by identifying the concept of control as the determining factor in whether an entity
should be included within the consolidated financial statements of the parent group. The standard
provides additional guidance to assist in the determination of control where this is difficult to assess. The
adoption of IFRS 10 would not have any material impact on the financial statements.
International Financial Reporting Standard 12 (IFRS 12) on 'Disclosures of Interests in Other Entities
enhances the disclosure requirements about an entity's interests in subsidiaries, joint arrangements,
associates and unconsolidated 'structured entities'.
International Financial Reporting Standard 13 (IFRS 13) on Fair Value Measurement' - The standard
aims to improve consistency and reduce complexity by providing a more precise definition and a single
source of measurement of fair valuation of certain assets and liabilities and the related disclosure
requirements. Adoption of IFRS 13 would not have material impact on the financial statements.
At the date of authorisation of these financial statements, the following Standards and Interpretations
relevant to the Groups operations that have not been applied in these financial statements were in issue
but not yet effective:
IFRS 9
IFRS 10
IFRS 11
IFRS 12

Financial Instruments: Classification (effective for annual periods beginning on or after 1


January 2018)
Consolidated Financial Statements (effective for annual periods beginning on or after 1
January 2014)
Joint Arrangements (effective for annual periods beginning on or after 1 January 2014)
Disclosure of Interests in Other Entities (effective for annual periods beginning on or
after 1 January 2014)
85

IFRS 14

Regulatory deferral accounts (effective for annual periods beginning on or after 1


January 2016)
Revenue from contracts with customers (effective for annual periods beginning on or
after 1 January 2017)
Amendments bringing bearer plants into the scope of IAS 16 (effective for annual
periods beginning on or after 1 January 2016)
Separate Financial Statements (as amended 2011) (effective for annual periods
beginning on or after 1 January 2014)
Investments in Associates and Joint Ventures (as amended 2011) (effective for annual
periods beginning on or after 1 January 2014)
Financial Instruments: Presentation - Amendment; Offsetting Financial Assets and
Financial Liabilities (effective for annual periods beginning on or after 1 January 2014).
Amendments bringing bearer plants into the scope of IAS 16 (effective for annual
periods beginning on or after 1 January 2016)

IFRS 15
IAS 16
IAS 27
IAS 28
IAS 32
IAS 41

IFRIC 21

Levies (effective for annual periods beginning on or after 1 January 2014)

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 Groups financial statements in the period of initial application.
2.

Financial risk factors

The Groups 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
Groups 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 Groups 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 Groups 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:

Trade and other receivables

2014
$ 000
2,369

2013
$ 000
871

Loans to associate

8,545

3,132
14,046

9,162
10,033

Cash and cash equivalents


Total

No aged analysis of financial assets is presented as no financial assets are past due at the reporting date.
Liquidity risk
86

The Groups policy throughout the period has been to ensure that it has adequate liquidity by careful
management of its working capital. At 30 June 2014 the Group held cash deposits of $3.1m (2013:
$9.2m).
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 Groups needs. The weighted average interest rate on deposits was 0.1%.
The exposure of the financial assets to interest rate risk is as follows:

Financial assets at floating rates - Cash and cash equivalents

2014
$ 000
3,132

2013
$ 000
9,162

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 Groups financial assets and liabilities to currency risk is as follows:

Cash and cash equivalents


Trade and other receivables
Total financial assets at 30 June 2014
Trade payables
Other payables
Total financial liabilities at 30 June 2014

Sterling
$ 000
2,772
138
2,910
(251)
(115)

USD
$ 000
360
2,231
2,591
(11)
-

Total
$ 000
3,132
2,369
5,501
(262)
(115)

(366)

(11)

(377)

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 30 June 2014.
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 Groups objectives when managing capital is to safeguard the Groups 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
87

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 Groups financial instruments (at period end)
to changes in market variables, being exchange rates and interest rates.
Income
Statement
$ 000
127
(127)

+5% US$ Sterling


-5% US$ Sterling

Equity
$ 000
127
(127)

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 Groups 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 year.
In all cases presented, a positive number in profit and loss represents an increase in interest income I
decrease in finance expense. The sensitivity is presented assuming interest rates increase by either 20bp
or 50bp.
Income
Statement
$ 000

Equity
$ 000

+ 20 bp increase in interest rates

+ 50 bp increase in interest rates

15

15

- 20 bp increase in interest rates

(6)

(6)

- 50 bp increase in interest rates

(15)

(15)

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

88

3. Critical accounting estimates and judgments


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 Groups 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
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.
4. Segment reporting
As set out in the operating review, the directors consider that the Group is an investment company and
operates in one geographical segment, Africa.
5. Loss for the period
Operating expenses include:
2014
$ 000
(406)
446
315

Foreign exchange (gains)/losses


Consultancy fees
Staff Costs (see note 7)

2013
$ 000
84
4

Amounts payable to Baker Tilly UK Audit LLP and its associated entities in respect of services are as
follows:

Audit services - statutory audit of


the companys financial statements
Corporate transactions services

2014
$ 000

2013
$ 000

59

31

95

38

6. Staff costs
The average monthly number of employees (including executive directors) employed by the Group
during the period was five (2013: 2)
The aggregate remuneration comprised:

Directors Fees
Total Staff Costs

2014
$ 000
314.9
314.9

2013
$ 000
4.2
4.2

89

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

P H Edmonds
A S Groves
A R Burns
J W Wright
I H Mann
Total Directors Fees

2014
$ 000
78.30
78.30
78.30
40.00
40.00
314.90

2013
$ 000
1.00
1.00
1.00
0.60
0.60
4.20

No contributions were made to pension schemes for any of the directors or employees (2013: nil).
7. 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.
2014
2013
$m
$m
Loss before tax
(1.4)
(0.2)
Loss before tax
(0.4)
(0.1)
Tax (credit)/charge reported for
continuing operations (**)
Difference
0.4
0.1
Difference explained as:
Losses not allowable (in Guernsey)
Effect of accounting for associate

0.7
(0.3)
0.4

0.1
(0.1)

** The associate has reported $0.3m tax charge for the period since acquisition, a 49% share of which is
included in the $1.1m post-tax profits reported by ARSS.
Although the Company has incurred a loss in the period there is no carried forward tax losses given the
nil rate.
8. Loss per Share
The calculation of the basic and diluted loss per share is based on the following data:

Loss for the purposes of basic loss per share

2014
$ 000
(1,425)

2013
$ 000
(155)

90

Number of shares

Weighted average number of ordinary shares


for the purposes of basic and diluted loss per
share
Loss per Share

2014

2013

283,720,834

16,913,902

(0.5p)

(0.9p)

No options or instruments which might give rise to dilution were in issue during the year.
9. Property, Plant and Equipment
30-Jun-14
Cost
As at 1 July 2014
Additions
As at 30 June 2014
Depreciation
As at 1 July 2014
Charge for the period
As at 30 June 2014
Net book value at 30 June 2014
Net book value at 30 June 2013

Furniture
equipment
$ 000
7
7

Motor
Vehicles
$ 000
174
174

$ 000
181
181

(1)
-1

(6)
-6

(7)
-7

6
-

168
-

174
-

Total

91

10. Investment In Subsidiaries


Investments include

Investment in Subsidiaries

2014
$ 000
3

2013
$ 000
-

Country of registration /
incorporation
Ardan Risk Holdings
Limited
Ardan Servicos
Logisticos Limitada
Ardan Servicos
Medicos Limitada

Shares held
Class
%

Mauritius

Ordinary

100

Mozambique

Ordinary

100

Mozambique

Ordinary

100

Principal Activity
Ardan Risk Holdings
Limited
Ardan Servicos
Logisticos Limitada
Ardan Servicos
Medicos Limitada

Investment Holding
Investment Holding
Investment Holding

The Directors consider the carrying amount of investment in subsidiaries has not suffered any
impairment loss.
11. Interest in Associate companies
2014
$ 000

2013
$ 000

Investment in Associate

4,000

Share of Profit for Period

1,075

TOTAL

5,075

Set out below are the associates of the group as at 30 June 2014, which, in the opinion of the directors,
are material to the group. The associates listed have share capital consisting solely of ordinary shares,
which are held directly by the group.
Country of
registration /
incorporation
Ardan Risk & Support
Services Ltd

Ardan Risk & Support


Services Ltd

Kenya

Shares held
Class
%
Ordinary

49

Principal Activity
Provision of services at oil and gas
exploration sites
92

The above companies are private companies and there is no quoted market price available for the shares.
There are no contingent liabilities relating to the groups interest in the associates.
The Board identified the above named associate 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 associate 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 Ardan.
On 28 March 2014, the Company entered into a Framework and Option Agreement pursuant to which the
associate, 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 ALK, a separate and new 'shell' company
from which the restructured business of ARSS 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.
Set out below are the summarised financial information for the above named companies which are
accounted for using the equity method.
Summarised statement of Financial position:
Ardan Risk and Support Services Limited
CURRENT
Cash and cash equivalents
Trade & other Receivables
Other current assets
Total current assets
Financial liabilities (excluding trade payables)
Other current liabilities (including trade payables)
Total current liabilities
NON-CURRENT
Assets
Financial liabilities
Other liabilities
Total non-current liabilities
NET ASSETS

30-Jun-14
$' 000
2,055
11,203
405
13,663
(979)
(7,835)
(8,814)
7,131
(955)
(9,499)
(10,454)
1,526

Summarised statement of Comprehensive position:

93

Ardan Risk and Support Services Limited


Revenue
Depreciation and amortisation
Net finance costs

5 Aug 13 30
Jun 14
$' 000
32,646
(1,121)
(426)
2,508

Profit from continuing operations

(315)

Income tax expense


Post-tax profit from continuing operations

2,193

Other comprehensive income


Total comprehensive income

2,193

Dividends received from associate

Key sources of estimation uncertainty


In the application of the accounting policies, the directors are required to make judgments, estimates and
assumptions about the carrying amount of assets and liabilities that are not readily apparent from other
sources. The estimates and associated assumptions are based on historical experience and other relevant
factors. Such estimates and assumptions are reviewed on an ongoing basis. Revisions to estimates are
recognized prospectively.
The directors have made the following estimates that have a significant risk of resulting in a material
adjustment to the carrying amounts of assets and liabilities within the next financial year.
- Impairment of receivables - the group reviews their portfolio of receivables at the reporting date. In
determining whether receivables are impaired, the management makes judgment as to whether there is
any evidence indicating that there is a measurable decrease in the estimated future cash flows expected.
- Useful lives of property, plant and equipment - Management reviews the useful lives and residual
values of the items of property, plant and equipment at each reporting date. During the financial periods
under review, the directors determined no significant changes in the useful lives and residual values.
Significant judgments made by management in applying the group's accounting policies
Directors have made the following judgements that are considered to have the most significant
effect on the amounts recognised in the financial statements:
-

Revenue recognition - In making their judgement, the directors considered the detailed criteria for
the recognition of revenue as set out in IAS 18 and, in particular, whether the group had transferred to
the buyer the significant risks and rewards of ownership of the services.

Control of entities combined - The directors of have assessed whether or not the group has common
control over each of the entities whose financial statements have been combined. In making their
judgment, the directors considered for each entity, the shareholders of each entity and the level of
influence of the directors on the operating and financial policies of each of the entities whose
financial statements have been combined.

Borrowings
2014
USD

2013
USD

Non-current
94

Finance leases
Current
Finance leases
Bank overdraft

Total borrowings

954,707
954,707

1,273,829
1,273,829

976,390
2,836
979,226

1,231,345
86,283
1,317,628

1,933,933

2,591,457

Maturity of non-current borrowings is between 2 to 5 years

Maturity of current borrowings is in the next 12 months


Weighted average effective interest rates at the reporting date were:

Finance leases
Bank overdraft

2014

2013

7.25% p.a.
8.25% p.a.

7.25% p.a.
8.25% p.a.

The exposure of the company's borrowings to interest expense at the reporting date are as follows:

Interest - Finance lease


Interest - Overdraft

2014

2013

USD

USD

160,384
1,481
161,865
1,481
161,865

164,246
12,524
164,246
176,770
12,524
176,770

Exchange rates applied


The financial statements are presented in United State Dollars (US$) as this reflects the Groups planned
business activities in the logistics sector in sub-Saharan Africa.
The following exchange rates have been applied in the preparation of the financial statements. A mean
rate of Kshs 85.50 to the US$ has been used to translate transactions in Kenya shillings (Kshs) to United
States Dollars (US$).

Month
Jul-13
Aug-13
Sep-13
Oct-13
Nov-13
Dec-13
Jan-14
Feb-14
Mar-14
Apr-14
May-14
Jun-14

Exchange
rate (US$/
Kshs)
87.10
87.25
86.00
85.00
86.25
86.05
86.10
86.05
86.00
86.61
87.30
87.25

Exchange rate
(US$/ GBP)
1.48
1.51
1.55
1.56
1.57
1.60
1.61
1.61
1.62
1.63
1.64
1.63

95

The financial statements for Ardan Risk and Support Services Limited are set out below
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the period
from 5 August
2013 to 30 June
2014
Noted
USD
Revenue
3
29,755,314
Cost of sales

Gross profit

(20,077,052)
9,678,262

Other income

231,189

Expenditure
Employment costs

Annexe 1

(2,029,232)

Administration expenses

Annexe 1

(3,416,861)

Establishment expenses

(1,927,194)

Operating profit /(loss)

2,536,164

Finance costs

Profit /(loss) before income tax


Income tax charge
Profit for the period

(361,835)
2,174,329

(315,897)
1,858,432

Other comprehensive income


Profit for the period attributable to shareholders

1,858,432

96

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME


For the period
from 5 August
2013 to 30 June
USD
Note
Revenue
3
32,645,817
Cost of sales
4
(22,463,435)
Gross profit
10,182,382
Other income
Expenditure
Employment costs
Administration expenses
Establishment expenses

5
Annexe 1
Annexe 1
Annexe 1

(2,029,232)
(3,516,523)
(1,933,151)

Operating profit /(loss)


Finance costs

2,934,665
6

Profit /(loss) before income tax


Income tax charge

231,189

(425,950)
2,508,715

(315,897)

Profit for the period

2,192,818

Other comprehensive income


Profit for the period attributable to shareholders

0
2,192,818

97

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2014

Assets
Non current assets
Property, plant and equipment
Intangible assets
Prepaid operating lease rentals
Deferred tax asset
Current assets
Inventory
Trade and other receivables
Cash and cash equivalents
Tax recoverable

Total assets
Equity and Liabilities
Capital and reserves
Issued capital
Branch capital contribution
Retained earnings

Note

2014
USD

10 (a)
11
12
13

6,764,608
47,382
43,875
275,549
7,131,414

14
15

402,439
11,203,225
2,054,517
2,638
13,662,819

17

20,794,233

18

49,469
205,973
1,270,799
1,526,241

Non current liabilities


Borrowings
Deferred tax liability
Due to related parties
Directors balances

20
13
21
21

954,707
8,744,235
755,302
10,454,244

Current liabilities
Trade and other payables
Borrowings
Tax payable

19
20
17

7,834,522
979,226
8,813,748

Total equity and liabilities

20,794,233

98

COMPANY STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2014


Assets
Non current assets
Property, plant and equipment
Intangible asset
Prepaid operating lease rentals
Deferred tax asset
Current assets
Inventories
Trade and other receivables
Cash and cash equivalents
Tax recoverable

Note

USD

9
10
11
12

6,764,608
47,382
43,875
275,549
7,131,414

13
14
15

402,439
10,381,874
1,972,702
2,638
12,759,653

Total assets

19,891,067

Equity and Liabilities


Capital and reserve
Issued capital
Retained earnings
Branch capital contribution

17

49,469
(1,128,615)
205,973
(873,173)

Non current liabilities


Borrowings
Due to related parties
Directors balances

19
20
20

954,707
11,117,108
137,948
12,209,763

Current liabilities
Trade and other payables
Borrowings

18
19

7,575,251
979,226

Total equity and liabilities

8,554,477
19,891,067

99

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Period ended 30 June 2014

Share Capital
USD

At 5th August 2013


Prior year adjustment (note 22)
As restated

49,469
49,469

Branch reserve requirement


(note 18 b)
Profit for the period
Translation difference
At 30 June 2014

49,469

Branch Capital
USD
-

205,973
205,973

COMPANY STATEMENT OF CHANGES IN EQUITY


Retained
Share Capital Earnings
Period ended 30 June 2014
USD
USD
At 5 August 2013
Prior year adjustment (note 22)
As restated

49,469
49,469

(3,075,897)
61,075
(3,014,822)

Branch reserve requirement (note 18 b)


Translation difference
Profit for the period
At 30 June 2014

49,469

27,775
1,858,432
(1,128,615)

Retained
Earnings
USD

Total
USD

(1,851,419)
940,377
(911,042)

(1,801,950)
940,377
(861,573)

2,192,818
(10,978)
1,270,798

205,973
2,192,818
(10,978)
1,526,240

Branch
Capital
USD

Total Capital
USD
-

205,973
205,973

(3,026,428)
61,075
(2,965,353)
205,973
27,775
1,858,432
(873,173)

100

CONSOLIDATED STATEMENT OF CASH FLOWS


2014
Reconciliation of operating Profit to net cash
outflow in operating activities
Operating profit before taxation
Add back:
Depreciation of property, plant and equipment
Amortisation of operating lease
Amortisation of intangible assets
Tax paid
Loss on disposal of property, plant and equipment
Non - Controlling interest
Net loss on discontinued entity
Translation difference
Prior year adjustments
Changes in working capital
Increase in inventories
Increase in trade and other receivables
Increase in trade and other payables

Note

USD
2,508,715
9
11
10
16

1,112,441
2,925
5,265
(92,064)
145,518
3,682,800
(112,930)
(4,152,088)
(1,389,198)
(5,654,216)

Net cash generated from operating activities

(1,971,416)

Investing activities
Proceeds from disposal of property, plant and equipment
Purchase of intangible asset
Purchase of property, plant and equipment

(52,647)
(4,627,405)

Net cash used in investing activities

(4,680,052)

Financing activities
Branch reserve requirement (note 18 b)
Borrowings
Related party balances
Directors account

205,973
(574,077)
2,856,069
686,322

Net cash generated from financing activities

3,174,288

Net increase in cash and cash equivalents

(3,477,180)

Movement in cash and cash equivalents


At start of the period
Movement during the period

5,528,861
(3,477,180)

At end of period

2,051,681

101

COMPANY STATEMENT OF CASH FLOWS


Note
Reconciliation of operating Profit / (loss) to net
cash outflow in operating activities
Operating profit /(loss) before taxation
Add back:
Depreciation of property, plant and equipment
Amortisation of intangible assets
Amortisation of prepaid operating lease rentals
Brought foward tax reallocated to other receivables
Tax paid
Translation difference
Prior year adjustment

2,014
USD
2,174,329
9

Changes in Working capital


Increase in inventories
Increase in trade and other receivables
Trade and other payables

(112,930)
(3,840,417)
478,604
(3,474,743)

Net cash generated from operating activities


Investing activities
Purchase of property, plant and equipment
Purchase of intangible assets
Investment - Nature systems Ltd
Proceed from disposal of motor vehicle
Net cash used in investing activities
Financing activities
Branch reserve requirement (note 18 b)
Borrowings
Related party balances
Directors account
Net cash generated from financing activities
Net (decrease)/increase in cash and cash equivalents
Movement in cash and cash equivalents
At start of the period
Movement during the period
At end of period

1,112,441
5,265
2,925
(92,064)
40,385
61,075
3,304,356

(170,387)

(4,627,405)
(52,647)
(4,680,052)

205,973
(574,077)
1,975,133
68,967
1,675,996
(3,174,443)

5,147,145
(3,174,443)
1,972,702

102

NOTES TO THE CONCOLIDATED FINANCIAL STATEMENTS


1. SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies adopted in the preparation of the financial statements are set out below.
a) Basis of preparation
The financial statements are prepared on a going concern basis in compliance with International
Financial Reporting Standards (IFRS). The measurement basis used is the historical cost basis except
where otherwise stated in the accounting policies below. The financial statements are presented in US
Dollars (USD).
The financial statements comprise a statement of comprehensive income, statement of financial position,
statement of changes in equity, statement of cash flows, and notes. Income and expenses, excluding the
components of other comprehensive income, are recognised in the statement of comprehensive income.
Other comprehensive income is recognised in the statement of comprehensive income and comprises
items of income and expense (including reclassification adjustments) that are not recognised in the
statement of comprehensive income as required or permitted by International Financial Reporting
Standard (IFRS). Reclassification adjustments are amounts reclassified to the statement of
comprehensive income in the current period that were recognised in other comprehensive income in the
current or previous periods. Transactions with the owners of the group in their capacity as owners are
recognised in the statement of changes in equity.
The preparation of financial statements in conformity with International Financial Reporting Standards
requires the use of estimates and assumptions. It also requires management to exercise its judgement in
the process of applying the accounting policies adopted by the group. Although such estimates and
assumptions are based on the directors' best knowledge of the information available, actual results may
differ from those estimates. The judgements and estimates are reviewed at the end of each reporting
period, and any revisions to such estimates are recognised in the year in which the revision is made.
b) Basis of Consolidation
The consolidated financial statements reflects the result of the financial statements of Ardan Risk and
Support Services Limited and its subsidiary companies, Ardan Risk and Support Services Ltd(Ethiopia)
and Ardan Risk and Support Services Ltd(Mauritius)respectively, as at 31 December 2013.
Subsidiaries are consolidated from the date on which effective control is transferred to the Group and
consolidation ceases from the date of disposal. All intercompany transactions, balances and unrealised
gains on transaction between group companies are eliminated, Where necessary, accounting policies for
affiliates have been changed to ensure consistency with the policies adopted by the group.
c) New and revised standards
i) Adoption of new and revised standards
The following new and revised standards and interpretations have also become effective for the first time
and have been adopted by the group where relevant to its operations:

103

Effective date
IFRS 10 Consolidated Financial Statements
01-Jan-13
IFRS 12 Disclosure of Interests in Other Entities
01-Jan-13
IFRS 13 Fair Value Measurement
01-Jan-13
IAS 1 - Presentation of financial statements (Amendments)
01-Jul-12
IAS 19 Employee Benefits
01-Jan-13
IAS 27 Separate Financial Statements (2011)
01-Jan-13
The adoption of the above has had no material effect on the group's accounting policies or disclosures.

ii) New and revised standards and interpretations which have been issued but are not effective
The following revised standards and interpretations have been published but are not yet effective
for the year beginning 1 January 2013. The company has not early adopted any of these amendments or
interpretations.
- IFRS 9 - Financial Instruments will eventually replace IAS 39 Financial Instruments, Recognition and
Measurement. The new standard will be effective for annual periods beginning on or after 1st January
2015. The chapters published to date cover recognition, derecognition, classification and measurement of
financial assets and financial liabilities. Most gains or losses on financial assets measured at fair value
will then be recognised in profit or loss, but the company will be able to make an irrevocable election to
present changes in fair value of investments in equity instruments in other comprehensive income.
iii) New and revised standards and interpretations which have been issued but are not effective
Amendments to IFRS 10, Consolidated financial statements, IFRS 12, 'Disclosures of interests in other
entities' and IAS 27, 'Consolidated and separate financial statements' define an investment entity and
requires the group not to consolidate its subsidiaries but instead to measure its subsidiaries at fair value
through profit or loss in its consolidated and separate financial statements. These amendments are not
effective until annual periods beginning on or after 1 January 2014, with retrospective application
permissible.
Amendments to IAS 36, Disclosure of recoverable amounts of non-financial assets, IAS 39, Novation of
derivatives and IFRIC 21, Levies are not effective until annual periods beginning on or after 1 January
2014, with retrospective application permissible.
Amendments to IAS 32: The amendments to IAS 32 clarify existing application issues relating to the
offsets of financial assets and financial liabilities requirements. Specifically, the amendments clarify the
meaning of currently has a legally enforceable right of set-off and simultaneous realization and
settlement. The amendments to IAS 32 are not effective until annual periods beginning on or after 1
January 2014, with retrospective application required.
IFRS 14 Regulatory Deferral Accounts. IFRS 14 permits an entity which is a first-time adopter of
International Financial
Reporting Standards to continue to account, with some limited changes, for 'regulatory deferral account
balances' in accordance with its previous GAAP, both on initial adoption of IFRS and in subsequent
financial statements. Applicable to an entity's first annual IFRS financial statements for a period
beginning on or after 1 January 2016
The Directors have assessed the potential impact of the above and expect that they will not have a
significant impact on the group's financial statements for June 2014.
d) Translation of foreign currencies
On initial recognition, all transactions are recorded in the functional currency (the currency of the
primary economic environment in which the group operates), on reporting the group has translated the
functional currency to US Dollar (USD)
104

Transactions in foreign currencies during the year are converted into the functional currency using the
exchange rate prevailing at the transaction date. Monetary assets and liabilities at the statement of
financial position date denominated in foreign currencies are translated into the functional currency using
the exchange rate prevailing as at that date. The resulting foreign exchange gains and losses from the
settlement of such transactions and from year-end translation are recognised on a net basis in the profit
and loss account in the year in which they arise, except for differences arising on translation of nonmonetary available-for-sale of financial assets, which are recognised in other comprehensive income.
e) Offsetting
Financial assets and liabilities are offset and the net amount reported in the statement of financial position
only when there is a legally enforceable right to set off the recognised amounts and there is an intention
to settle on a net basis, or realise the asset and settle the liability simultaneously.
i) Revenue recognition
Revenue represents the fair value of consideration received or receivable for the sale of goods and
services in the course of the group's activities. It is recognised when it is probable that future economic
benefits will flow to the group and the amount of revenue can be measured reliably. It is stated net of
Value Added Tax, rebates and trade discounts.
Sale of services are recognised upon performance of the service and customer acceptance based on rates
prescribed in respective customer contracts.
ii) Civil income is recognised on the following basis as set out in customers contract 25% on mobilisation
of machinery and personnel 65% on completion of the construction 10 % on issuance of completion
certificate
f) Property, plant and equipment
All categories of property, plant and equipment are initially recognised at cost and subsequently carried
at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditure
directly attributable to the acquisition of the assets. Computer software, including the operating system,
that is an integral part of the related hardware is capitalised as part of the computer equipment.
Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as
appropriate, only when it is probable that future economic benefits associated with the item will flow to
the group and the cost of the item can be measured reliably. Repairs and maintenance expenses are
charged to the profit and loss account in the year in which they are incurred.
Increases in the carrying amount arising on revaluation are recognised in other comprehensive income
and accumulated in equity under the heading of revaluation surplus. Decreases that offset previous
increases of the same asset are recognised in other comprehensive income. All other decreases are
charged to the statement of comprehensive income. Annually, the difference between depreciation charge
based on the revalued carrying amount of the asset charged to the statement of comprehensive income
and depreciation based on the asset's original cost is transferred from the revaluation surplus reserve to
retained earnings.
Depreciation is calculated using the reducing balance method to write down the cost or the revalued
amount of each asset to its residual value over its estimated useful life using the following annual rates:
Kenya
Motor vehicles
Computer
Furniture and Equipment
Camp equipment
Ethiopia
Computers
Motor vehicles
Furniture and Equipment
Camp equipment

Rate
25.00%
30.00%
12.50%
12.50%
25.00%
20.00%
20.00%
20.00%

105

As no parts of items of property, plant and equipment have a cost that is significant in relation to the total
cost of the item, the same rate of depreciation is applied to the whole item. The assets' residual values
and useful lives are reviewed, and adjusted if appropriate, at each statement of financial position
date.
Full years depreciation is provided in the year of acquisition and none in the year of disposal. Gains and
losses on disposal of property, plant and equipment are determined by reference to their carrying amount
and are taken into account in determining operating profit. On disposal of revalued assets, amounts in the
revaluation surplus reserve relating to that asset are transferred to retained earnings.
g) Intangible assets
Computer software licence costs and computer software that is not an integral part of the related
hardware are initially recognised at cost, and subsequently carried at cost less accumulated amortisation
and accumulated impairment losses. Costs that are directly attributable to the production of identifiable
computer software products controlled by the company are recognised as intangible assets. Amortisation
is calculated using the straight line method to write down the cost of each licence or item of software to
its residual value over its estimated useful life using an annual rate of 20%.
h) Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted
average method. Net realisable value is the estimated selling price in the ordinary course of business, less
the estimated costs of completion and selling expenses.
i)

Borrowing costs

Borrowing costs, net of any temporary investment income on those borrowings, that are attributable to
acquisition, construction or production of a qualifying asset are capitalised as part of the asset. The net
borrowing cost capitalised is either the actual borrowing cost incurred on the amount borrowed
specifically to finance the asset; or in the case of general borrowings, the borrowing cost is determined
using the overall weighted average cost of the borrowings on all outstanding borrowings during the year
less any specific borrowings directly attributable to the asset and applying this rate to the borrowing
attributable to the asset. Capitalisation of borrowing costs ceases when all activities necessary to prepare
the qualifying asset for its intended use or sale are complete. All other borrowing costs are recognised in
the profit or loss in the year in which they are incurred.
j) Income taxes
Income tax expense is the aggregate amount charged/(credited) in respect of current tax and deferred tax
in determining the profit or loss for the year. Tax is recognised in the statement of comprehensive income
except when it relates to items recognised in other comprehensive income, in which case it is also
recognised in other comprehensive income, or to items recognised directly in equity, in which case it is
also recognised directly in equity.
k) Current tax
Current income tax is the amount of income tax payable on the taxable profit for the year, and any
adjustment to tax payable in respect of prior years, determined in accordance with the Fiscal Laws of
Kenya.
l)

Deferred income tax

Deferred income tax is provided in full on all temporary differences except those arising on the initial
recognition of an asset or liability, other than a business combination, that at the time of the transaction
106

affects neither the accounting nor taxable profit or loss. Deferred income tax is determined using the
liability method on all temporary differences arising between the tax bases of assets and liabilities and
their carrying values for financial reporting purposes, using tax rates and laws enacted or substantively
enacted at the balance sheet date and expected to apply when the related deferred income tax asset is
realised or the deferred tax liability is settled.
m) Cash and cash equivalents
Cash and cash equivalents include cash in hand and demand and term deposits, with maturities of three
months or less from the date of acquisition, that are readily convertible to known amounts of cash and
which are subject to an insignificant risk of changes in value, net of bank overdrafts. In the statement of
comprehensive income, bank overdrafts are included as borrowings under current liabilities.
n) Investment in subsidiaries/Consolidation
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 power but is able to govern the financial and operating policies of a subsidiary. Control may arise
in circumstances where the size of the groups 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.
0) Share capital
Ordinary shares are classified as 'share capital' in equity. Any amounts received over and above the par
value of the shares issued are classified as 'share premium' in equity.
2. Risk management objectives and policies
a) Financial risk management
The group's activities expose it to a variety of financial risks including credit, liquidity and market risks.
The group's overall risk management policies are set out by the board and implemented by the
management, and focus on the unpredictability of changes in the business environment and seek to
minimise the potential adverse effects of such risks on the group's performance by setting acceptable
levels of risk. The group does not hedge against any risks.
i)

Credit risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party
by failing to discharge an obligation. Credit risk mainly arises from financial assets, and is managed on a
group-wide basis. The group does not grade the credit quality of financial assets that are neither past due
nor impaired.
Credit risk on financial assets with banking institutions is managed by dealing with institutions with good
credit ratings and placing limits on deposits that can be held with each institution.
Credit risk on trade receivables is managed by ensuring that credit is extended to customers with an
established credit history. The credit history is determined by taking into account the financial position,
past experience and other relevant factors. Credit is managed by setting the credit limit and the credit
period for each customer. The utilisation of the credit limits and the credit period is monitored by
management on a monthly basis.
The maximum exposure to credit risk as at the statement of financial position date is as follows:
107

Group
30-Jun-14
Trade receivables
Other receivables
Cash in bank

Company
30-Jun-14
Trade receivables
Other receivables
Cash in bank

Fully
performing
USD

Past due but


not impaired
USD

6,727,873
4,475,352
2,054,103
13,257,329

1,015,128
1,015,128

Fully
performing
USD

Past due but


not impaired
USD

6,055,621
4,326,252
1,972,288
12,354,162

Past due and


impaired
USD
-

Past due and


impaired
USD

1,015,128
1,015,128

Total
USD
7,743,001
4,475,352
2,054,103
14,272,457

Total
USD
7,070,750
4,326,252
1,972,288
13,369,290

ii) Liquidity risk


Liquidity risk is the risk that the group will encounter difficulty in meeting obligations associated with
financial liabilities. The board has developed a risk management framework for the management of the
group's short, medium and long-term liquidity requirements thereby ensuring that all financial liabilities
are settled as they fall due. The group manages liquidity risk by continuously reviewing forecasts and
actual cash flows, and maintaining banking facilities to cover any shortfalls.
The table below summarises the maturity analysis for financial liabilities to their remaining contractual
maturities. The amounts disclosed are the contractual undiscounted cash flows.
Between
1-3 months
USD
30-Jun-14
Trade payables
Other payables
Borrowings - Bank

Between
3-12 months
USD

Over
1 year
USD

Total
USD

3,545,028
2,958,343
2,836
6,506,207

1,331,151
976,390
2,307,541

954,707
954,707

4,876,179
2,958,343
1,933,933
9,768,455

Between
1-3 months
USD
3,510,788
2,733,313
2,836
6,246,937

Between
3-12 months
USD
1,331,151
954,707
2,285,858

Over
1 year
USD
976,390
976,390

Total
USD
4,841,939
2,733,313
1,933,933
9,509,185

Company

30-Jun-14
Trade payables
Other payables
Borrowings - Bank

iv) Market risk


108

Market risk is the risk that the fair value or future cash flows of financial instruments will fluctuate
because of changes in market price and comprises three types of risk: Currency risk, interest rate risk and
other price risk.
Interest rate risk
Interest rate risk is the risk that the value of financial instrument will fluctuate because of changes in
market interest rates. The group maintains a high interest cover ratio, which is the extent to which profits
are available to service borrowing costs. if the interest rates on the group's borrowings at the year end
were to increase/decrease by 1% with all other factors remaining constant, the post-tax profit would be
lower/higher by USD 2,203.
Currency risk
Currency risk is the risk that the value of a financial instrument will fluctuate because of changes in
foreign exchange rates. The group is expensed to currency risk on sales and purchases that are
denominated in currency other than its functional currency, primarily the United States Dollar (USD).
Critical accounting estimates and judgements
Estimates and judgments are continually evaluated and are based on historical experience and other
factors, including experience of future events that are believed to be reasonable under the circumstances.
Critical accounting estimates and assumptions
Fair value estimation
The fair value of financial instruments that are not traded in an active market is determined by using
valuation techniques. The group uses its judgment to select a variety of methods and make assumptions
that are mainly based on market conditions existing at the statement of financial position date.
Income taxes
There are many transactions and calculations for which the ultimate tax determination is uncertain during
the ordinary course of business. The company recognizes liabilities for anticipated tax audit issues based
on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is
different from the amounts that were initially recorded, such differences will impact the income tax and
deferred tax provisions in the period in which such determination is made.
Critical judgments in applying the entitys accounting policies
In the process of applying the groups accounting policies, management has made judgments in
determining:
the classification of financial assets and leases
whether financial and non-financial assets are impaired.

109

3. Revenue

Catering income
Civil income
Vehicle hire
Camp rentals
Medical income
Management fees
Office support and handling fees
Waste management fees

Group
2014
USD
10,855,973
5,782,042
2,677,492
7,322,158
4,791,424
655,212
312,372
249,144
32,645,817

Company
2014
USD
10,855,973
5,743,955
2,677,492
6,228,809
3,084,037
655,212
260,692
249,144
29,755,314

4. Cost of Sales

Opening stock
Direct cost (4.1)
Closing stock

Group 2014 Company 2014


USD
USD
288,073
288,073
22,577,801
20,191,418
(402,439.0)
(402,439.0)
22,463,435
20,077,052

4.1 Direct Cost

Catering cost
Civils cost
Vehicle hire
Camp expenses
Medical cost
Travelling and accomodation
Salaries and wages
Other cost

Group 2014 Company 2014


USD
USD
6,487,280
6,487,280
5,618,673
5,618,673
1,082,218
1,082,218
3,492,098
2,710,141
2,359,006
1,104,798
173,794 2,841,359
2,841,359
523,372
346,949
22,577,801
20,191,418

5. Other Incomes

Interest income
Creditors written off
Other incomes

Group 2014 Company 2014


USD
USD
(191,747.0)
(191,747.0)
39,442
39,442
383494
383,494
231,189
231,189

6. Finance Cost

110

Interest - Finance lease


Interest - Bank overdraft
Unrealised foreign exchange

Group 2014 Company 2014


USD
USD
252,386
189,287
2,577
2,577
170,987
169,971
425,950
361,835

7. Operating Profit/Loss
Items charged
The following items have been
charged in arriving at operating
profit:
Director remuneration
Staff costs
Depreciation
Audit fees

Group 2014
USD

Company 2014
USD

94,145
2,029,232
1,112,441
10,409

64,782
2,029,232
1,112,441
10,409

8. Tax Expense

Current income tax


Deferred tax charge /(credit) (Note 17)
Income tax credit
The tax on the company's profit before
tax differs from the theoretical amount
that would arise using
Profit/Loss before tax expense
Tax calculated at a tax rate of 30%
(2012: 30%) Tax effect of:
- Expenses not deductible for tax
purposes
- Income not subject to tax
Income tax expense /(credit)

Group 2014 Company 2014


USD
USD
269,975
269,975
45,922
315,897

45,922
315,897

2,508,715

2,174,329

752,615

652,299

(436,717.0)

(336,402.0)

315,897

315,897

111

9. Property Plant and Equipment


Group
Period ended 30 June 2014
As at 5th August 2013
Cost
Additions
Translation difference
As at 30 June 2014
Depreciation
As at 5th August 2013
Charge for the period
Translation difference
As at 30 June 2014
Net Book Value
As at 30 June 2014

Company
Period ended 30 June 2014
Cost
As at 5th August 2013
Additions
Translation difference
As at 30 June 2014

Computer
USD
75,752
39,732
(1,871)
113,614

Motor Vehicles
USD
1,523,698
1,467,246
(49,352)
2,941,593

Furniture &
Fittings
USD
2,690,729
2,743,462
(7,691)
5,426,499

Camp
Equipment
USD
335,676
376,966
(43,776)
668,866

Total
USD
7,840,024
4,627,405
(102,690)
9,150,571

38,003
18,254
(1,325)
54,932

699,777
507,015
(775)
1,206,016

461,898
520,690
2,161
984,749

87,701
66,481
(13,916)
140,266

1,804,308
1,112,441
(13,855)
2,385,964

6,764,608

58,681

Computer
USD

1,735,576

4,441,750

528,600

Motor Vehicles
USD

Furniture &
Fittings
USD

Camp
Equipment
USD

Total
USD

76,788
39,732
(2,907)
113,614

1,498,853
1,467,246
(24,507)
2,941,593

327,502
376,966
(35,602)
668,866

2,692,075
2,743,462
(9,037)
5,426,499

7,840,024
4,627,405
(72,053)
9,150,571

Depreciation
As at 5th August 2013
Charge for the period
Translation difference
As at 30 June 2014

38,684
18,254
(2,006)
54,932

707,653
507,015
(8,651)
1,206,016

87,280
66,481
(13,495)
140,266

462,382
520,690
1,677
984,749

1,812,928
1,112,441
(22,475)
2,385,964

Net Book Value


As at 30 June 2014

58,682

1,735,577

528,600

4,441,750

6,764,607

10. Intangible
Group
2014
USD
Cost
At start of year
Additions
At end of period
Amortisation
At start of period
Charge for the period
At end of period
Net book value

Company
2014
USD

52,647
52,647

52,647
52,647

5,265
5,265
47,382

5,265
5,265
47,382

112

11. Prepaid operating Lease rental

Cost
As at start of period
Addition
Translation difference
As at end of period
Amortisation
As at start of period
Charge for the year
Translation difference
As at end of period
Net book value

Group
2014
USD

Company
2014
USD

66,029
(7,529)
58,500

66,029
(7,529)
58,500

12,641
2925
(941)
14,625
43,875

12,641
2925
(941)
14,625
43,875

Net book value


These relates to prepaid expenses on business development for Ardan Ethiopia branch. The business
relates to a hotel introduced by the branch. the initial cost were repair cost, furniture's and equipment's,
labour expenses. The company deferred the expenses as no income was derived during the year. The
company decided to amortise the cost at 10% per annum.
12. Deferred tax
Deferred tax calculated, in full, on all temporary timing differences under the liability method using a
principal tax rate of 30% (2013: 30%). The movement on the deferred tax account is as follows

Year ended 30 June 2014


As 5 august 2013
Translation differences
Prior year adjustments
As restated
Credit to profit and loss account

Group
2014
USD
(128,786)
450,257
321,471
(45,922)

Company
2014
USD
320,647
824
321,471
(45,922)

As 30 June 2014

275,549

275,549

Deferred tax asset and (liabilities), deferred tax (charge)/ credit in the statement of comprehensive
income are attributable to the following items

113

Deferred tax asset


Tax losses carried forward
Net deferred tax asset

At 5 August
USD
321,471
321,471

Company Period ended 30 June


Deferred tax asset
Tax losses carried forward
Property plant and equipment
Provision for impairment
Unrealised foreign exchange loss
Net deferred tax asset

320,647

Year ended 31 December 2013


Deferred tax asset
Tax losses carried forward
Net deferred tax asset

320,647
320,647

320,647

Credited/charged
to profit and loss
USD
(45,922)
(45,922)

(321,472)
(83,021)
304,538
54,032
(45,923)

At 30th
June
USD
275,549
275,549

(83,021)
304,538
54,032
275,549

320,647
320,647

13. Inventories

Inventory
Consumables

Group
2014
USD

Company
2014
USD

402,439

402,439

Group
2014
USD
7,743,001
(1,015,128)
6,727,873
4,475,352
11,203,225

Company
2014
USD
7,070,750
(1,015,128)
6,055,621
4,326,252
10,381,874

Group
2014
USD
414
2,054,103
2,054,517

Company
2014
USD
414
1,972,288
1,972,702

2,054,517
(2,836)
2,051,681

1,972,702
1,972,702

14. Trade and Other Receivable

Trade receivables
Less - Provision for impairments
Net trade receivables
Other receivables

15. Cash and Cash Equivalents

Cash in hand
Cash at bank

Cash and bank balances as above


Bank overdrafts (Note 20 )

114

16. Tax Payable/Recoverable


Group 2014
USD
248,496
269,975
(429,045)
(92,064)
(2,638)

Balance brought forward


Translation difference
Tax charge for the period
Prior year adjustments
Reallocation to receivables
Tax paid during the period

Company 2014
USD
(181,877)
1,328
269,975
(92,064)
(2,638)

17. A) Share Capital

As at 05 Agust 2013
At 31 December 2013

No. of
ordinary
shares
42,530
42,530

Issued paid up
capital
USD
49,469
49,469

No. of
ordinary
shares
42,530
42,530

Issued paid up
capital
USD
49,469
49,469

B) Branch Capital Requirement


The Company's branch in Ethiopia operates under a commercial registration certificate which requires
branch operating under such certificate to have a reserves of Birr 4,000,000 (USD 205,973).
18. Trade and Other Payables

Trade payables
Other trade payables

Group 2014
USD
4,876,179
2,958,343
7,834,522

Company 2014
USD
4,841,939
2,733,313
7,575,251

19. Borrowings
Group 2014
USD
The borrowings are made up as follows:
Non-current Bank Borrowings
Current
Bank overdraft (note 16)
Bank borrowings

Total borrowings
Borrowings (continued)

Borrowings by:
Ardan Kenya
Ardan Ethiopia

Company 2014
USD

954,707
954,707

954,707
954,707

2,836
976,390
979,226

2,836
976,390
979,226

1,933,933

1,933,933

Group
2014
USD

Company
2014
USD

1,900,483
33,450
1,933,933

1,900,483
33,450
1,933,933

115

The borrowings are secured by the following:


a) Facility letter dated 27th May 2013 supported by a Board resolution dated 27th May 2013.
b) A first ranking all assets debenture for USD 1,328,000 created by the borrower in favour of the
Bank
c) A first ranking collateral charge for USD 130,000 and Kshs 28,000,000 created in favour of the
Bank.
d) Joint and several personal guarantee and indemnity for USD 5,100,000 by the directors to cover
the borrower's indebtedness to the bank supported by certified copies of the guarantors' national
identity cards and/or passports.
e) Hire Purchase Agreements executed between Cfc Stanbic Bank Ltd and the company and
lodgement with the bank of all the relevant logbooks to be jointly registered between the bank
and the company together with a duly executed blank transfer forms for the assets financed under
the vehicle and asset financing facility.
20. Related parties transactions
The company is related to other companies which are related through common shareholding or common
directorships.
i) Outstanding balances arising from transfer and receipt of funds from related parties
a) Receivable from related parties
Ardan Logistics Limited
Ardan Risk and Support Services Ltd Mauritius

77,320

77,320

77,320

129,426
129,426

77,320

761,362

b) Payable to related Parties


Ardan Risk and Support Services Ltd - Hong
Kong
Ardan Risk and Support Services Ltd Mauritius
African Oilfield Logistic Limited
Ardan Risk Holding Limited
Graham Pelham
Mike Pelham - Scott account
Net payable to related party

270,016

6,494,099
2,050,991
179,671
96,794
8,821,555

147,386
4,831,000
180,567
97,277
6,017,592

8,866,971
2,050,991
179671
96794
11,194,427

8,594,115
180567
97277
9,141,975

8,744,235

5,888,166

11,117,107

9,141,975

There are no fixed repayment terms or securities assigned to the above balances There are no
impairment provisions held against any related party balances
ii) Key management compensation
Directors' remuneration
ii) Due to Directors

63,572

64,701

63,572

64,701

755,302

68,980

137,948

68,980

The loan from directors has no fixed repayment terms, is unsecured, interest free and the directors have
pledged continued support to meet the Company's liabilities as and when they fall due.
a) Prior year adjustment
Prior year adjustments relates to differences in opening balances as a result of transferring balances to the
new accounting system plus prior year adjustments
116

b) Contingent liabilities
During the period under review, the company was being represented in a legal claim by a former
employee, Ben Nguyo, based on the view that he was unfairly dismissed and he was claiming Kshs
2,500,000 as damages for the same. Based on professional advice received from the company's
advocates, Anjarwalla and Khanna, the directors estimate that no material liability will arise on the case
and hence no provision made in the financial statements.
c) Going concern
There exists a novation agreement to novate assets, liabilities and staff of the company, on a contract
basis, to a newly formed associated company, Ardan Logistics Kenya Limited (owned by Africa Oilfield
Logistics Limited, name subsequently changed to Atlas Development and Support Services Limited) and
its subsidiaries. This will inevitably reduce the future operation of the company. The novation process
has yet to be completed at the date of this report. This will impact the going concern status of the
company.
d) Controlling shareholders
The directors are aware of the following interests of the controlling shareholders in regards to the issued
share capital of the company:

Name of Shareholder
Michael Nigel Pelham
Jennifer Violet Pelham
Tracey Ruth Pelham
Mark Jenkins
Africa Oilfield Logistics Ltd

Shareholding
2014
29%
8%
15%
0%
49%
100%

e) Ultimate holding company


The ultimate holding company is Ardan Risk Holding Limited

Employment costs
Salaries and wages
Staff welfare
Other cost

Group
USD
1,546,503
147,524
335,205
2,029,232

Company
USD
1,546,503
147,524
335,205
2,029,232

117

Administration expenses
Directors remuneration
Advertising and promotions
Bank charges
Audit fees
Computer expenses
Courier & postage
Generator running expenses
Entertainment expenses
Legal and professional fees
Mobile, telephone and internet costs
Motor vehicle expenses
Office expenses
Printing & stationery
Consultancy fees
Subscriptions
Transport and accomodation
General expenses
Clean up expenses
Office set up cost
VAT written off
Penalties Donations
Loss on disposal
Provision for impairments

Establishment expenses
License
Insurance
Electricity and water
Rent
Repairs & maintenance
Security
Depreciation expenses
Amortisation of intangible assets
Amortisation of prepaid operating lease rentals

Group
USD
94,145
13,388
79,233
10,409
591
6,498
110,918
2,655
247,115
96,574
140,120
72,025
48,663
461,629
208
357,005
129,345
321,234
110,250
217,192
2,253
995,073
3,516,523

Company
USD
94,145
13,388
51,614
10,409
591
6,498
110,918
2,655
239,575
96,574
140,120
72,025
48,663
461,629
208
350,982
70,865
321,234
110,250
217,192
2,253
995,073
3,416,861

Group
USD
549
271,430
35,754
372,987
112,158
19,642
1,112,441
5,265
2,925
1,933,151

Company
USD
549
265,473
35,754
372,987
112,158
19,642
1,112,441
5,265
2,925
1,927,194

118

12. Trade and other receivables


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

Other Receivables
Loans to associate
Less non-current portion: loans to
associate

2014
$ 000
2,369
8,545
10,914

2013
$ 000
871
871

(8,545)

TOTAL CURRENT ASSETS


2,369
The effective interest rates on non-current receivables were 2.2%.

871

The directors consider that the carrying amount of trade and other receivables approximates their fair
value.
There are no significant amounts past due.
13. Cash and cash equivalents

Cash and cash equivalents

2014
$ 000
3,132

2013
$ 000
9,162

14. Financial Liabilities


Trade and other payables
Trade Payables
Other Payables
Total trade and other payables

2014
$ 000
262
115
377

2013
$ 000
28
508
536

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.
15. Share capital

Ordinary shares of no par


value
At 30 June 2013
Issue of shares
Total share Capital:
At 30 June 2014

Allotted and fully paid


Number
$000
222,794,011
9,652
92,979,355

10,856

315,773,366

20,508

119

The Company has one class of ordinary share which carries no right to fixed income.
Between incorporation of the Company and 25 February 2013, 22 million ordinary shares were issued for
cash at a price of 0.1 pence per ordinary share.
Between 9 May 2013 and 6 June 2013, 115,621,596 ordinary shares were issued for cash at a price of 2
pence per ordinary share.
On 25 June 2013, 85,172,415 ordinary shares were issued for cash at a price of 5 pence per ordinary
share.
On 9 August 2013, the Company issued and allotted 32,979,355 ordinary shares at a price of 8 pence per
ordinary share, as consideration for the acquisition of a 49% interest in Ardan.
On 20 December 2013, 60 million ordinary shares were issued for cash at a price of 7.5 pence per
ordinary share.
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.
16. Movement in retained earnings

Prior Period Losses


Loss for the period
Retained Earnings

2014
$ 000
(155)
(1,425)
(1,580)

2013
$ 000
(155)
(155)

17. Controlling party


The Directors believe that there is no ultimate controlling party.
18. Related parties
PH Edmonds and AS Groves, Directors of the Group during the period, are (or were during the period)
also Directors of African Management Services Limited (AMS). Related party transactions are entered
into on an arms length basis. No provisions have been made in respect of amounts owed by or to related
parties.
During the year AMS provided accounting, treasury and administrative services to the Group for a
management fee of $371k (2013: $18k). Amounts owed to AMS at the year-end were $115k (2013: nil).
During the year the Group provided various revolving credit facilities to the associate of $8,545k (2013:
nil), at an interest rate of 2% above LIBOR. Amounts owed by the associate at the year-end were
$8,545k (2013: nil).
After the period end, commission of $70k 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 7.
19. Post balance sheet events
i)

On 15 August 2014, the Company raised approximately 7.0 million (approximately US$12.0
120

million) before expenses by way of the issue of 77,800,000 new ordinary shares in the Company at a
price of 9 pence per share.
ii)
On 26 September 2014 the Company exercised the call option ('Call Option') granted to it
pursuant to the framework and option agreement announced on 28 March 2014 ('Framework and Option
Agreement'), to acquire the entire issued share capital of Ardan Logistics Kenya Limited ('ALK') (the
'Acquisition'). 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. The fair value exercise will be
completed prior to the announcement of interim results, no additional consideration has been paid for the
interest in AKL.
iii)
On 23 October 2014, following shareholder approval for the Acquisition, the Company issued
350,000 new ordinary shares at a deemed price of 10 pence per ordinary share, equating to 35,000 in
payment of advisors fees.
iv)
On 28 October 2014, following shareholder approval at the general meeting held on 22 October
2014, the Companys name was formally changed to Atlas Development & Support Services Limited.
v)
On 5 November 2014 the Companys shareholders passed resolutions which will enable the
Company to effect its proposed dual listing on the Growth Enterprise Market Segment of the Nairobi
Securities Exchange by way of an introduction and private placing of up to 10% of the Company's
enlarged share capital, such private placing being offered solely in Kenya. The resolutions passed at the
general meeting held on 5 November 2014:
authorised the Board to issue up to 80,000,000 equity securities; and
disapplied the pre-emption rights that would otherwise apply in respect of any issue of equity
securities for cash.
20. Significant changes in trading
In August 2013, Africa Oilfield Logistics (AOL) purchased a 49% stake in Ardan Risk & Support
Services (K), (Ardan). Since this date, the principals of Ardan, together with input from AOL
management, have identified that the operation of the Ardan business requires and will benefit from
restructuring so as to improve operational management and implementation, planning and reporting
This restructuring plan comprises the following components:

Restructure

Simplify the operational structure into 3 separate business divisions, Technical, Services and Logistics;
and Recruit highly qualified divisional leadership.

Recapitalise

AOL raised US$30m since listing on AIM to fund capital expenditure, working capital requirements
and to settle outstanding legacy creditors.

Professionalise

In addition to the recruitment and re-organization of the team and group structure, new systems and
controls have been implemented, including Sage Payroll, Sage Accounting and Resource Planning and a
new online document management system.
The implementation of the above will increase efficiencies and productivity whilst also allowing for
improved economies of scale as the business grows and expands. This is evident upon analysis of the
financial performance of Ardan during the first six months of 2014, in which the business has
transformed from losses in 2012 and 2013, to projected profits.
Key Management
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A key driver behind this turnaround is the addition of a highly experienced and qualified senior
management team, which includes the following:
Carl Esprey, CEO: 12yrs in the natural resources industry at BHP Billiton and GLG Partners
Lachlan Monro, COO: Co-founder of Blue Hackle Group, 15yrs support services experience & former
British Army Officer
Barry Lobel, CFO: 12yrs experience, previously Director of Finance at Partners Capital, a US$12bn
Investment Office
Brendan Scott, Projects Director: Founder of ESP Sudan, a civil engineering business contracting to
international clients
Nick Arnold, Regional Director: 20yrs military defence and support services, previously MD of Global
Strategies Group
Patrick Ngahu, Finance Manager: 15yrs experience, qualified accountant, previously held senior
finance management positions with DHL Supply Chain East Africa and Bridge International Academies
Ashley Fuller, Head of Technical Division: 28yrs military experience, Civil Engineer, previously Royal
Engineers
Paul Jordan, Head of Services Division: 25yrs British military experience specialising in
communications, logistics and field management
Colin Atkinson, Regional Quartermaster: 30yrs military expeditionary logistics experience
Gary Jones, MBE, Field Operations Manager: 30yrs British Army experience, specializing in
expeditionary logistics and facilities management to support up to 3,000 personnel.

122