Quarterly Report • Oct 31, 2018
Quarterly Report
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For the year beginning 1 July 2017 and ending 30 June 2018
Société anonyme
205, route d`Arlon, L-1150 Luxembourg Luxembourg: B 154144
Balance Sheet as at 30 June 2018 Profit and Loss Account for the year ended 30 June 2018
To the best of our knowledge, the financial statement as of 30 June 2018 of Coal Energy S.A. have been prepared in accordance with LUX GAAP accounting standards give a true and fair view of the assets, liabilities, financial position and result of its operations for the year ended 30 June 2018. The annual management report includes a fair review of the information required under article 3(3) of the Transparency Law.
Luxembourg
On behalf of management
Directors A: Director B:
____________________________ Chairman of the Board of Directors Viktor Vyshnevetskyy
_____________________________ Independent Non-executive Director Diyor Yakubov
____________________________ Chief Operating Director Pavlo Moiseyenko
____________________________ Business Development Director Oleksandr Reznyk
____________________________ Independent Non-executive Director Arthur David Johnson
| As at | Notes | 30 Jun 2018 | 30 Jun 2017 |
|---|---|---|---|
| (expressed in US Dollar) | USD | USD | |
| ASSETS | |||
| Fixed assets | |||
| Financial fixed assets Shares in affiliated undertakings |
3 | 72 006 905,28 | 72 006 905,28 |
| Amounts owed by affiliated undertakings | 34 957 456,54 | 34 957 456,54 | |
| Total fixed assets | 106 964 361,82 | 106 964 361,82 | |
| Current assets | |||
| Debtors Amounts owed by affiliated undertakings |
4 | ||
| becoming due and payable within one year Other receivables |
9 195 348,83 | 6 846 711,59 | |
| becoming due and payable within one year | 15 243,95 | 14 018,39 | |
| Cash at bank, cash in postal cheque accounts, cheques and cash in hand |
805,00 | 732,90 | |
| Total current assets | 9 211 397,78 | 6 861 462,88 | |
| Prepayments and accrued income | 5 | - | - |
| TOTAL ASSETS | 116 175 759,60 | 113 825 824,70 |
| As at | Notes | 30 Jun 2018 | 30 Jun 2017 |
|---|---|---|---|
| (expressed in US Dollar) | USD | USD | |
| LIABILITIES | |||
| Capital and reserves | 6 | ||
| Subscribed capital | 450 111,20 | 450 111,20 | |
| Share premium and similar premiums | 80 540 783,11 | 80 540 783,11 | |
| Profit or (loss) brought forward | (10 439 001,69) | (9 501 103,34) | |
| Profit or (loss) for the financial year | (1 006 423,36) | (937 898,35) | |
| Total capital and reserves | 69 545 469,26 | 70 551 892,62 | |
| Non subordinated debts | 7 | ||
| Amounts owed to credit institutions becoming due and payable within one year becoming due and payable after more than |
42 571 017,70 | 32 306 489,23 | |
| one year | 3 500 000,00 | 10 500 000,00 | |
| Trade creditors becoming due and payable within one year |
335 855,79 | 299 758,08 | |
| Tax and social security debts Tax debts |
56 658,55 | 47 425,21 | |
| Other creditors becoming due and payable within one year |
166 758,30 | 120 259,56 | |
| Total non subordinated debts | 46 630 290,34 | 43 273 932,08 | |
| TOTAL LIABILITIES | 116 175 759,60 | 113 825 824,70 |
Viktor Vyshnevetskyy, Director A Arthur David Johnson, Director A
Pavlo Moiseyenko, Director A Diyor Yakubov, Director B
Oleksandr Reznyk, Director A
| PROFIT AND LOSS ACCOUNT For the period |
Notes | from 1 Jul 2017 to 30 Jun 2018 |
from 1 Jul 2016 to 30 Jun 2017 |
|---|---|---|---|
| (expressed in US Dollar) | |||
| CHARGES | |||
| Other external charges | 74 353,42 | 104 903,06 | |
| Other operating charges | 9 | 25 000,00 | 25 000,00 |
| Interest and other financial charges other interest and similar financial charges Total interest and other financial charges |
3 264 528,47 3 264 528,47 |
3 347 790,03 3 347 790,03 |
|
| Income tax | 10 | - | - |
| Other taxes not included in the previous caption | 4 535,21 | 4 914,51 | |
| TOTAL CHARGES | 3 368 417,10 | 3 482 607,60 | |
| INCOME | |||
| Other operating income Other interest and other financial income derived from affiliated undertakings other interest and similar financial income Total interest and other financial income |
2 348 637,24 13 356,50 2 361 993,74 |
2 445 115,63 99 593,62 2 544 709,25 |
|
| TOTAL INCOME | 2 361 993,74 | 2 544 709,25 | |
| Loss for the financial year | 1 006 423,36 | 937 898,35 | |
| Viktor Vyshnevetskyy, Director A | Arthur David Johnson, Director A | ||
| Pavlo Moiseyenko, Director A | Diyor Yakubov, Director B |
Oleksandr Reznyk, Director A
Coal Energy S.A. (hereafter the "Company") was incorporated on 17 June 2010 and organised under the laws of Luxembourg as a Société anonyme for an unlimited period.
The registered office of the Company is established in Luxembourg, 205, route d`Arlon L-1150 Luxembourg and the Company number with the Registre de Commerce is B 154144. The financial year of the Company starts on 1 July and ends on 30 June of each year.
The purpose of the Company is the holding of participations, in any form whatsoever, in Luxembourg and foreign companies and any other form of investment, the acquisition by purchase, subscription or in any other manner as well as the transfer by sale, exchange or otherwise of securities of any kind and the administration, control and development of its portfolio.
The Company may further guarantee, grant loans or otherwise assist the companies in which it holds a direct or indirect interest or which form part of the same group of companies as the Company.
The Company also prepares consolidated financial statements, which are published according to the Luxembourg legal requirements.
The annual accounts of the Company are prepared in accordance with Luxembourg legal and regulatory requirements. Accounting policies and valuation rules follow the historical cost convention and are, besides the ones laid down by the law, determined and applied by the Board of Directors.
Shares in affiliated undertakings and participating interests are valued at purchase price including the expenses incidental thereto.
Loans to affiliated undertakings, participating interests and other loans are valued at nominal value including the expenses incidental thereto.
In case of a durable depreciation in value according to the opinion of the Board of Directors, value adjustments are made in respect of fixed assets, so that they are valued at the lower figure to be attributed to them at the balance sheet date. These value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply.
Debtors are valued at their nominal value. They are subject to value adjustments where their recovery is compromised. These value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply.
This asset item includes expenditures incurred during the financial period but relating to a subsequent financial period.
Provisions are intended to cover losses or debts of which the nature is clearly defined and which, at the date of the balance sheet, are either likely to be incurred or certain to be incurred but uncertain as to their amount or as to the date on which they will arise.
Provisions may also be created in order to cover charges which have their origin in the financial period under review or in a previous financial period, the nature of which is clearly defined and which at the date of the balance sheet are either likely to be incurred or certain to be incurred but uncertain as to their amount or as to the date on which they will arise.
This liability item includes income received during the financial period but relating to a subsequent financial period.
Value adjustments are deducted directly from the related asset.
The Company maintains its accounts in US Dollar ("USD"). Transactions expressed in currencies other than USD are translated into USD at the exchange rate effective at the time of the transaction.
Formation expenses and fixed assets expressed in currencies other than USD are translated into USD at the exchange rate effective at the time of the transaction. At the balance sheet date, these assets remain translated at historical exchange rates.
Cash at bank and all items subject to fair value valuation are translated at the exchange rate effective at the balance sheet date. Exchange losses and gains are recorded in the profit and loss account of the period.
Other assets and liabilities are translated separately respectively at the lower or at the higher of the value converted at the historical exchange rate or the value determined on the basis of the exchange rates effective at the balance sheet date. The unrealised exchange losses are recorded in the profit and loss account. The realised exchange gains are recorded in the profit and loss account at the moment of their realisation. Consequently, only realised exchange gains and losses and unrealised exchange losses are reflected in the profit and loss account.
Where there is an economic link between an asset and a liability, these are valued in total according to the method described above and only the net unrealised loss is recorded in the profit and loss account.
The annual accounts are prepared on a going concern basis even though the accumulated losses exceed 75% of the corporate capital of the Company. As a result the Company is depending on the ongoing financial support of the group.
4
5
| Financial fixed assets held at cost less impairment - | Gross book | Additions | Disposals | Transfers | Gross book value - |
|---|---|---|---|---|---|
| movements gross book value | value - opening | closing balance | |||
| balance | |||||
| Shares in affiliated undertakings | 72 006 905,28 | - | - | - | 72 006 905,28 |
| Amounts owed by affiliated undertakings | 34 957 456,54 | - | - | - | 34 957 456,54 |
| Total | 106 964 361,82 | - | - | - | 106 964 361,82 |
| Financial fixed assets held at cost less impairment - | Net book value - | Additions | Disposals | Transfers | Net book value - |
| movements net book value | opening balance | closing balance | |||
| Shares in affiliated undertakings | 72 006 905,28 | - | - | - | 72 006 905,28 |
| Amounts owed by affiliated undertakings | 34 957 456,54 | - | - | - | 34 957 456,54 |
| Total | 106 964 361,82 | - | - | - | 106 964 361,82 |
| Undertakings in which the Company holds at least 20% in their share capital or in which it is a general partner are as follows: | |||||
| Date of last non | Net equity in last | Net result in last non | |||
| Registered | approved | non approved | approved accounts | ||
| Name | Office Ownership % |
Net Value | accounts | accounts | (loss) |
| Nertera Investments Limited Cyprus |
100% | 72 006 905,28 | `31 Dec 2016 | 66 302 339,00 | (2 410 273,00) |
| Loans to affiliated undertakings | Amount | Interest | |||
| Counterparty | Currency | Amount | USD | rate | Maturity date |
| Nertera Investments Limited | USD | 2 217 083,08 | 2 217 083,08 | 4,50% | Nov 2021 |
| Nertera Investments Limited | USD 32 740 373,46 | 32 740 373,46 | Libor 6m + 5.85% | Jun 2020 | |
| Total | 34 957 456,54 | ||||
| Debtors | |||||
| Debtors | Within one year | More than one | 30 Jun 2018 | 30 Jun 2017 | |
| year | |||||
| Amounts owed by affiliated undertakings | 9 195 348,83 | - | 9 195 348,83 | 6 846 711,59 | |
| Other receivables | 15 243,95 | - | 15 243,95 | 14 018,39 | |
| Total | 9 210 592,78 | - | 9 210 592,78 | 6 860 729,98 | |
| Interest | Maturity | ||||
| Accrued interest receivable from affiliated undertakings Counterparty |
Currency | Amount USD |
rate | date | |
| Accruals loan interest to Nertera Investments Limited | USD | 452 486,39 | 4,50% | N/A | |
| Accruals loan interest to Nertera Investments Limited | USD | 8 742 862,44 | Libor 6m + 5.85% | N/A | |
| Total | 9 195 348,83 | ||||
| Prepayments and accrued income | |||||
| Prepayments and accrued income | 30 Jun 2018 | 30 Jun 2017 | |||
| - | - | ||||
| Total | - | - |
| Movements in capital and reserves | Balance as at 30 June 2017 |
Allocation of preceding year result |
Other movements | Net result for current year |
Balance as at 30 Jun 2018 |
|---|---|---|---|---|---|
| Subscribed capital | 450 111,20 | - | - | - | 450 111,20 |
| Share premium and similar premiums | 80 540 783,11 | - | - | - | 80 540 783,11 |
| Profit or (loss) brought forward | (9 501 103,34) | (937 898,35) | - | - | (10 439 001,69) |
| Profit or (loss) for the financial year | (937 898,35) | 937 898,35 | - | (1 006 423,36) | (1 006 423,36) |
| Total | 70 551 892,62 | - | - | (1 006 423,36) | 69 545 469,26 |
The subscribed capital amounts to USD 450,111.20 and is divided into 45,011,120 shares with a nominal value of USD 0.01 fully paid up at 30 June 2018.
The Company shares were admitted to trading on Warsaw Stock Exchange on 4 August 2011. The offer price for one share was established at PLN 20.00 and the final number of the offer shares was 11,252,780.00.
The Company is required to allocate a minimum of 5% of its annual net profit to a legal reserve, after deducting any cumulated losses, until this reserve equals 10% of the nominal value of the subscribed share capital. This reserve may not be distributed in the form of cash dividends, or otherwise, during the life of the Company.
| Creditors by category | Within one year | More than one | ||
|---|---|---|---|---|
| year | 30 Jun 2018 | 30 Jun 2017 | ||
| Amounts owed to credit institutions | 42 571 017,70 | 3 500 000,00 | 46 071 017,70 | 42 806 489,23 |
| Trade creditors | 335 855,79 | - | 335 855,79 | 299 758,08 |
| Tax and social security debts | 56 658,55 | - | 56 658,55 | 47 425,21 |
| Other creditors | 166 758,30 | - | 166 758,30 | 120 259,56 |
| Total | 43 130 290,34 | 3 500 000,00 | 46 630 290,34 | 43 273 932,08 |
| Amounts owed to credit institutions | Within one year | More than one | ||
| year | 30 Jun 2018 | 30 Jun 2017 | ||
| Accrued interest - European Bank for Reconstruction | ||||
| and Development | 11 071 017,70 | - | 11 071 017,70 | 7 806 489,23 |
| Loan - European Bank for Reconstruction and | ||||
| Development | 31 500 000,00 | 3 500 000,00 | 35 000 000,00 | 35 000 000,00 |
| Total | 42 571 017,70 | 3 500 000,00 | 46 071 017,70 | 42 806 489,23 |
| Amounts owed to credit institutions | ||||
| Becoming due and payable after more than one year | Currency | 30 Jun 2018 | Interest rate | |
| Loan - European Bank for Reconstruction and Development | USD | 3 500 000,00 | 6m LIBOR + 5.85% | |
| Total | 3 500 000,00 |
| Other creditors | Wtihin one year | More than one | ||
|---|---|---|---|---|
| year | 30 Jun 2018 | 30 Jun 2017 | ||
| A.D. Johnson | 100 000,00 | - | 100 000,00 | 75 000,00 |
| M.Vishnevetskaya | 5 489,20 | - | 5 489,20 | 5 367,40 |
| V.Vishnevetskiyy | 6 306,21 | - | 6 306,21 | 6 166,28 |
| Other creditors | 54 962,89 | - | 54 962,89 | 33 725,88 |
| Total | 166 758,30 | - | 166 758,30 | 120 259,56 |
During the year under review, the Company did not employ any staff and, consequently no payments for wages, salaries or social security were made (2017: nil).
| Other operating charges | 30 Jun 2018 | 30 Jun 2017 |
|---|---|---|
| Director's fees | 25 000,00 | 25 000,00 |
| Total | 25 000,00 | 25 000,00 |
The Company is subject to normal taxation under Luxembourg tax regulations.
The tax position until 2018 has been assessed by the Luxembourg tax authorities on the basis of a provisional tax assessment and may still be subject to a review by the authorities within five years following the date of the provisional tax assessment. The issuance of a final tax assessment could result in additional tax payable/ receivable.
On 14 March 2014 the Company entered into a surety agreement with OTP Bank to act as a guarantor for securing obligations of "Donantratsit" LLC under factoring agreement Nr FT 14-090/100-3 in an amount not exceeding UAH 39,200,000.00.
There were no transactions with related parties (2017: nil).
Remuneration granted to the members of the managing and supervisory bodies acting in that capacity and any commitments arising or contracted in respect of retirement pensions for former members of those bodies for the financial year are broken down:
| Remuneration members of managing and supervisory | ||
|---|---|---|
| bodies | 30 Jun 2018 | 30 Jun 2017 |
| Managing bodies | 25 000,00 | 25 000,00 |
| Total | 25 000,00 | 25 000,00 |
There are no advances, loans or commitments given on their behalf by way of guarantee of any kind granted to the members of the management and supervisory bodies during the financial year (2017: nil).
Over 2018 FY, due to the escalation of the military unrests in the region of the Company's assets and headquarters, the Company's further development has remained uncertain, as well as the audit procedure for the annual accounts as at 30 June 2018 has been postponed until further notice.
Viktor Vyshnevetskyy, Director A Arthur David Johnson, Director A
Pavlo Moiseyenko, Director A Diyor Yakubov, Director B
Oleksandr Reznyk, Director A
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