PureCircle Limited | Intesults | FE InvestEgate

3/16/2015 PureCircle Limited | Interim Results | FE InvestEgate

http://www.investegate.co.uk/ArticlePrint.aspx?id=201503160700104720H 1/18

PureCircle Limited

Interim ResultsRNS Number : 4720H

PureCircle Limited

16 March 2015

PureCircle Limited

("PureCircle" or the "Company")

Interim results for the six months ended 31 December 2014

PureCircle (LSE: PURE) the world's largest producer and marketer of high purity stevia today announces itsunaudited interim results for the six month period from 1 July 2014 to 31 December 2014 ("1H FY 15"). The unaudited financial statements comprising the profit and loss and cashflow statements for the six monthsto 31 December 2014 ("1H FY15") along with the balance sheet as at 31 December 2014 are set out below,together with the unaudited profit and loss and cashflow comparatives for the six months to 31 December2013 ("1H FY14"). SUMMARY FINANCIALS

Period ended 31 December (US$m) 1H FY15 1H FY14 Change

Sales 43.2 34.9 24%Gross margin 14.5 12.3 18%Operating profit** 3.5 2.9 21%EBITDA** 6.4 5.2 24%Net result after tax (0.9) (1.9) 53%

Net debt (52) (85) 39%Net assets 188 141 33%Net assets per share (US cents) 1.1 0.9 29%

** Operating profit and EBITDA are as per segmental reporting on page 13. The full profit and loss account is detailed on page 4.

Sales: Sales of $43m increased 24% over 1H FY14 ($35m). There was growth in sales in all of our global salesregions.

Gross margin: Gross margin increased 18% to $14.5m. Gross margin % of 34% was consistent with 1H FY14(35%).

EBITDA: EBITDA increased 24% in line with sales revenues to $6.4m. EBITDA improvements are after $1.5mincreased SG&A investment in PCL's operational management and global customer service infrastructure,including in-‐region application capacity, to support anticipated future sales growth.

Net Result after Tax: 1H FY15 net result of ($0.9m) represented a $1m (53%) improvement on 1H FY14. Thenet result reflects $1.2m improved EBITDA, $0.6m increased Long Term Incentive Plan (LTIP) costs, $3madverse foreign exchange movements and $3.8m favourable interest and tax.

Net debt: Net debt of $52m is $33m lower than the $85m at 31 December 2013. This reflects $43m November2014 placement proceeds, offset by increases in inventory production ahead of anticipated H2 and FY16 salesgrowth.

During 1H FY15 the Group successfully restructured its principal bank facilities. $20m of debt was repaid a yearearly and the balance refinanced onto a new $71m 5 year facility (to September 2019) at a 3% lower interestrate.



Share Placement: In November 2014 the Group issued 5 million new ordinary shares at GBP 5.50 per shareraising $43m to fund expansion of its production capacity, described in more detail below.

Interim results for the six months ended 31 December 2014 (continued)

BUSINESS DEVELOPMENTS

Market: Since the end of FY14 the Stevia market has seen an unparalleled series of milestone F&B productlaunches and roll-‐outs integrating stevia into mainstream products. High profile Cola roll-‐outs led by Coca-‐ColaLife, Pepsi Next and Pepsi True into major markets like the USA, Mexico, UK, France, Japan and other marketsand reformulations across a range of leading carbonated Lemon Lime, Orange and other brands indicateclearly that stevia is now seen as a mainstream sweetener of choice in the Carbonated Soft Drink (CSD)category. The period has also seen a wide range of stevia sweetened product launches from major retailersacross Europe and America and iconic brand adoption in categories as diverse as Ketchups, Yogurts andConfectionery. Global brand adoption has been mirrored with growth in product launches by large regional F&B brands acrossthe world: from Chile in the South to Finland in the North and from Japan, China, and Philippines in the East toMexico in the West. Mintel reports 2,274 new product launches in 2014 taking 5 year launches over 6,000.Mintel report that food product adoption exceeded beverages by number, confirming the widening usage ofstevia as a mainstream ingredient. With 4 billion consumers now having regulatory access to stevia, marketestimates suggest that the current footprint of products already launched using stevia has the potential tosupport billion dollar industry when existing launches are rolled out fully across the next 10+ years. Innovation: PureCircle continues to lead stevia innovation with new products and applications designed tomeet identified market needs and unlock further demand to help moderate calories naturally. 1H FY15 sawimportant developments including the successful launch of Sigma D, which has excellent application propertiesin the dairy sector, and further developments within our proprietary flavor systems. Each of our newdevelopments continue to grow overall market usage and strengthen further our market share. With our strong diversified customer base, our unique breadth of product innovation and application supportand our global supply chain and customer support infrastructure already established PureCircle continues toretain and build further market leadership.

Production capacity expansion: With the prospects of sustained long term market growth, PureCircle hasstarted to expand its production capacity so as to meet anticipated future increased volume demand andfurther sustain market share and its first mover advantage. The PureCircle Board has approved $42m of capitalexpenditure projects that will increase production capacity of refined stevia sweeteners and natural flavorsystems and provide additional investment in next generation stevia innovation.

It is expected that $34m of the investment will be for production capacity expansion to come on stream inFY17 with the balance of $8m supporting innovation projects through FY18. The $42m investment will befunded from the $43m November 2014 Placement proceeds described earlier. The production capacity expansion will be centred on the Group's existing Malaysia and China productionfacilities. Leaf: with growth in end consumer demand, leaf supply has tightened. Prices in China have increased year onyear. We are actively managing this long term through leading the diversification of leaf supply outside China.But in the short term higher leaf prices will increase cost of sales. Interim results for the six months ended 31 December 2014 (continued)

Sustainability: In January PureCircle issued the industry's first sustainability report. The report demonstratesthe efficient carbon and water footprint of stevia relative to other major sweeteners and tracks progressagainst the Company's social and environmental goals. The full report may be downloaded athttp://purecircle.com/company/corporate-‐social-‐responsibility/

Management and systems: To support management of growth, in 1H FY15 we strengthened our managementwith the appointment of Jordi Ferre as Chief Operating Officer and implemented an Operating Committeereporting to him with key new hires in Manufacturing, Leaf Development, HR and Planning. At the same timewe have strengthened management in each of our key Commercial regions. We also implemented the firststages of Group ERP information systems.



Outlook: Commenting on the 1H FY15 trading, the Group CEO Magomet Malsagov said: the size and breadthof F&B product launches and roll-‐outs in 1H FY15 indicate that stevia is well on the way to becoming animportant ingredient for F&B companies wishing to moderate calories. Further the existing footprint ofproducts launched using stevia provides a sound basis for a multi-‐billion $ stevia industry in the years to come. In 1H FY15 we again strengthened our position as market leader with further proprietary product innovationand growth in both delivered sales and project pipelines. With sustained long term growth prospects,PureCircle has started to expand our production capacity and expect this to come on stream in FY17. We are generating revenues from a wide range of natural sweetener and flavor products and from a widerange of customers directly and through our business partners. With accelerating roll-‐outs of food andbeverage products using PureCircle's stevia solutions, particularly in the important Carbonated Soft Drinkcategory, the Company is confident of large long term sales growth and with it improvements inprofitability. However, until market consumption smooths out, that growth will come with a lumpy salesprofile and therefore some volatility: this adds some complexity to our ability to provide guidance in the shortterm. Magomet Malsagov, CEO +603 2166 2066William Mitchell, CFO +44 7974 005 163

RFC Ambrian Ltd (NOMAD) +61 8 9480 2500Stephen Allen NOTES TO EDITORS

PureCircle is the global leader in the production of high purity Stevia sweeteners and natural flavors. PureCircle is leading the industrywith the development of a sustainable, vertically integrated supply chain operating in four continents. Across these regions, PureCirclesources dry stevia leaves, undertakes extraction processes and refines the extract into sweeteners which it markets as a mainstreamingredient to Food and Beverage manufacturers worldwide. PureCircle provides a sustainable cash crop for rural farming communities ineach region and works closely with these communities to maximize the social, economic, and environmental benefits of its operations.PureCircle's investment in research and development has given it a leadership position in the Stevia industry and its scientists areglobally recognized experts in their field. PureCircle has pioneered the industry trust mark "Stevia PureCircle" that educates consumersabout the benefits of Stevia and provides a strong base of trust for both consumers and Food & Beverage companies alike. PureCirclealso funds the Global Stevia Institute (globalsteviainstitute.com) which provides a global platform for stevia education and outreach, ledby internationally recognized health professionals. PureCircle's corporate offices are located in Chicago, USA; Asuncion, Paraguay; KualaLumpur, Malaysia; Ganzhou, China; Shanghai, China and Kericho, Kenya. PureCircle is listed on the London Stock Exchange AiM marketunder the ticker symbol: PURE. For more information on PureCircle, visit: www.purecircle.com. Condensed consolidated statement of comprehensive income

for the period ended 31 December 2014

Unaudited

Notes Six months ended

31 December 31 December

2014 2013

USD'000 USD'000

Continuing operations

Revenue 43,228 34,851Cost of sales (28,435) (22,596)Gross profit 14,793 12,255

Other income 6 148 2,057Other expenses 7 (1,348) -‐Administrative expenses (13,693) (11,782)Finance income 12 180Finance costs (3,768) (4,537)Share of loss of joint ventures (516) (532)Loss before taxation (4,372) (2,359)Income tax credit 15 3,445 470Loss for the period (927) (1,889)

Other comprehensive income (net of tax):

Items that may be reclassified subsequently to profit or loss:

Exchange difference arising on translation of foreign operations (5,646) (1,160)Share of other comprehensive income of investments accounted



for using equity method (34) (43)

(5,680) (1,203)

Total comprehensive loss for the period (net of tax) (6,607) (3,092)

Loss for the financial period attributable to:Owners of the company (899) (1,894)

Non-‐controlling interest (28) 5

(927) (1,889)

Total comprehensive loss attributable to:Owners of the company (6,590) (3,106)


(6,607) (3,092)

Earnings per share (US cents)Basic 17 (0.54) (1.15)

Diluted 17 (0.54) (1.15)

Condensed consolidated statement of financial positionAs at 31 December 2014

Unaudited Audited31

December30 June

Notes 2014 2014 USD'000 USD'000

AssetsNon-‐current assets

Property, plant and equipment 11

59,651

63,715

Intangible assets 11

37,818

38,023

Biological assets 13

3,990 4,237

Prepaid land lease payments

2,973 2,999

Deferred tax assets

9,282 5,876

Investment in joint ventures 312 149

Trade receivables

-‐ 1,950

Other receivables

1,415 553

115,441 117,502

Current assets

Inventories 12

96,810

86,519

Trade receivables

36,220

37,362

Other receivables and prepayments

7,547 4,962

Tax recoverable 501 581

Cash and bank balances

58,325

45,865

199,403 175,289Total assets 314,844 292,791

Equity and liabilitiesEquity

Share capital 16

16,973

16,472

Share premium 16 206,251 163,240

Foreign exchange translation reserve

(4,771) 920

Share option reserve

7,597 5,076



Accumulated losses (39,102) (38,203)

Equity attributable to owners of the company 186,948 147,505

Non-‐controlling interest 705 722

Total equity 187,653 148,227

Non-‐current liabilities

Long-‐term borrowings 14

67,515 2,169

Deferred income 319 360

Other payables and accruals

2,180 2,111

70,014

4,640

Current liabilities

Trade payables

5,799 5,879

Other payables and accruals

9,090

10,364

Short-‐term borrowings 14

42,288 123,681

57,177

139,924

Total liabilities 127,191 144,564Total equity and liabilities 314,844 292,791Net assets per share (USD) 1.11 0.90

Condensed consolidated statement of changes in equityas at 31 December 2014

Attributable to owners of the Company

Foreign

exchange Share Non-‐

Share Share translation option Accumulated controlling Total

capital premium reserve reserve losses Sub-‐total

interest equity

USD'000 USD'000 USD'000 USD'000 USD'000 USD'000 USD'000 USD'000

Balance at 1 July 2014 16,472 163,240 920 5,076 (38,203) 147,505 722 148,227

Loss for the period -‐ -‐ -‐ -‐ (899) (899) (28) (927)

Other comprehensive

income-‐ -‐ (5,691) -‐ -‐ (5,691) 11 (5,680)

Total comprehensive loss

for the period (net of tax)-‐ -‐ (5,691) -‐ (899) (6,590) (17) (6,607)

Share option scheme

compensation expense

granted during the period

-‐ -‐ -‐ 2,570 -‐ 2,570 -‐ 2,570

Issuance of shares 500 42,963 -‐ -‐ -‐ 43,463 -‐ 43,463

Exercise of share options 1 48 (49)

Balance at 31 December2014 16,973 206,251 (4,771) 7,597 (39,102) 186,948 705 187,653

Condensed Consolidated Statement of Changes in Equity as at 31 December 2013

Attributable to owners of the Company

Foreign

exchange Share Non-‐

Share Share translation option Accumulated controlling Total

capital premium reserve reserve losses Sub-‐total interest equity

USD'000 USD'000 USD'000 USD'000 USD'000 USD'000 USD'000 USD'000



Balance at 1 July 2013 16,460 162,898 1,432 1,530 (40,519) 141,801 715 142,516

Loss for the period -‐ -‐ -‐ -‐ (1,894) (1,894) 5 (1,889)

Other comprehensive income -‐ -‐ (1,212) -‐ -‐ (1,212) 9 (1,203)

Total comprehensive loss for the period (net of tax) -‐ -‐ (1,212) -‐ (1,894) (3,106) 14 (3,092)

Share option schemecompensation expensegranted during the period

-‐ -‐ -‐ 1,522 -‐ 1,522 -‐ 1,522

Exercise of share options 2 41 -‐ (43) -‐ -‐ -‐ -‐

Balance at 31 December 2013 16,462 162,939 220 3,009 (42,413) 140,217 729 140,946

Condensed consolidated cash flow statement for the period ended 31December 2014

Unaudited 6 months ended31

December31

December2014 2013

USD'000 USD'000

CASH FLOWS FOR OPERATING ACTIVITIESLoss before taxation (4,372) (2,359)

Adjustments for:-‐Amortisation of deferred income (49) (21)Amortisation of prepaid land lease payments 73 70Depreciation of property, plant and equipment 2,893 2,927Interest expense 3,768 4,537Interest income (12) (180)Share based payments 2,570 1,522Amortisation of intangible assets 113 40Inventories written off 12 4Intangible assets written off 47 -‐Unrealised exchange loss/(gain) 1,922 (1,250)Share of loss in joint ventures 516 532

Operating cash flow before working capital changes 7,481 5,822

Increase in inventories (10,044) (4,038)(Increase)/decrease in trade and other receivables (355) 1,428Decrease in trade and other payables (1,930) (5,205)

NET CASH FOR OPERATIONS (4,848) (1,993)

Interest received 12 180Interest paid (3,768) (4,537)Tax refund/(paid) 101 (121)NET CASH FOR OPERATING ACTIVITIES (8,503) (6,471)

CASH FLOWS FOR INVESTING ACTIVITIESAddition of intangible assets (1,964) (2,708)Addition of leasehold land (50) -‐Addition of property, plant and equipment (1,411) (3,436)Proceeds from disposal of property, plant and equipment 1 -‐Investment in joint venture (342) (336)NET CASH FOR INVESTING ACTIVITIES (3,766) (6,480)BALANCE CARRIED FORWARD (12,269) (12,951)



Condensed consolidated cash flow statement for the period ended 31December 2014 (continued)

Unaudited 6 months ended31 December 31 December

2014 2013USD'000 USD'000

BALANCE BROUGHT FORWARD (12,269) (12,951)

CASH FLOWS FOR FINANCING ACTIVITIES

Placement of shares 43,463 -‐Drawdown of borrowings 105,101 17,066Repayment of borrowings (123,047) (22,194)Net repayment of hire purchase (19) (19)Decrease/(increase) in restricted cash 7,589 (36)

NET CASH FROM/(FOR) FINANCING ACTIVITIES 33,087 (5,183)

Effects of foreign exchange rate changes oncash and cash equivalents (769) (232)

CASH AND CASH EQUIVALENTSAT BEGINNING OF THE FINANCIAL PERIOD 38,014 46,605CASH AND CASH EQUIVALENTS AT END OF THEFINANCIAL PERIOD 58,063 28,239

GROSS CASH 58,325 30,589LESS: RESTRICTED CASH (262) (2,350)CASH AND CASH EQUIVALENTS 58,063 28,239

Notes to interim financial statements

1. General information

The Company was incorporated and registered as a private limited company in Bermuda, under the Companies(Bermuda) Law 1991 (as amended). The Company has its primary listing on the AIM market operated by theLondon Stock Exchange, plc (AIM).

The Company is engaged principally in the business of investment holding whilst the principal activities of the restof the Group are the production, marketing and distribution of natural sweeteners and flavours.

The unaudited condensed consolidated interim financial statements have been authorised for issue by the Board ofDirectors on 16 March 2015.

2. Basis of preparation The condensed consolidated interim financial statements for the six months ended 31 December 2014 have beenprepared in accordance with IAS 34, "Interim financial reporting". In preparing these condensed interim financialstatements, the significant judgments and estimates made by management in applying the Group's accountingpolicies were the same as those that applied to the consolidated financial statements for the year ended 30 June



2014. The condensed consolidated interim financial statements should be read in conjunction with the Group'sannual financial statements for the year ended 30 June 2014 ("FY2014"), which have been prepared in accordancewith IFRSs.

3. Accounting policies

The accounting policies adopted for 1H FY2015 are as stated in the Group's FY2014 financial statements, with theaddition of new standards and amendments to standards that are mandatory for the financial year beginning 1 July2014, the new standards are summarised below:

(i) Financial year beginning on/after 1 July 2014

· Amendment to IAS 32, 'Financial Instruments: Presentation' does not change the current offsetting modelin IAS 32. It clarifies the meaning of 'currently has a legally enforceable right of set-‐off' that the right of set-‐off must be available today (not contingent on a future event) and legally enforceable for all counterpartiesin the normal course of business. It clarifies that some gross settlement mechanisms with features that areeffectively equivalent to net settlement will satisfy the IAS 32 offsetting criteria.

· Amendments to IFRS 10, IFRS 12 and IAS 27 introduce an exception to consolidation for investmententities. Investment entities are entities whose business purpose is to invest funds solely for returns fromcapital appreciation, investment income or both and evaluate the performance of its investments on fairvalue basis. The amendments require investment entities to measure particular subsidiaries at fair valueinstead of consolidating them.

· Amendment to IFRS 2 'Share-‐based Payment' clarifies the definition of 'vesting conditions' by separately

defining 'performance condition' and 'service condition' to ensure consistent classification of conditionsattached to a share-‐based payment.

Notes to interim financial statements (continued)

4. Accounting policies (continued)

The accounting policies adopted for 1H FY2015 are as stated in the Group's FY2014 financial statements, with theaddition of new standards and amendments to standards that are mandatory for the financial year beginning 1 July2014, the new standards are summarised below (continued):

(i) Financial year beginning on/after 1 July 2014 (continued) · Amendment to IFRS 8 "Operating Segments" requires disclosure of the judgements made by management

in aggregating operating segments. This includes a description of the segments which have beenaggregated and the economic indicators which have been assessed in determining that the aggregatedsegments share similar economic characteristics. The standard is further amended to require a reconciliation of segment assets to the entity's assets whensegment assets are reported.

· Amendment to IFRS 13 "Fair Value Measurement" relates to the Basis for Conclusions which is not anintegral part of the Standard. The Basis for Conclusions clarifies that when International AccountingStandards Board (IASB) issued IFRS 13, it did not remove the practical ability to measure short-‐termreceivables and payables with no stated interest rate at invoice amounts without discounting, if the effectof discounting is immaterial.

· Amendment to IAS 24 "Related Party Disclosures" extends the definition of 'related party' to include anentity, or any member of a group of which it is a part, that provides key management personnel services tothe reporting entity or to the parent of the reporting entity.

The adoption of the above standards and interpretations does not have any material impact on the interimfinancial statements in the period of initial application.

5. Fair value estimation

Assets and liabilities measured at fair value can be determined based on valuation methods as defined in the fairvalue measurement hierarchy as follows:

(i) Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1).(ii) Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either

directly (that is, as prices) or indirectly (that is, derived from prices) (Level 2).(iii) Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs)

(Level 3).



The Group's biological assets are measured at fair value less cost to sell and classified as Level 3 of which valuationinputs are not based on observable market data as management considers that the costs of the biological assetsapproximate fair value as little biological transformation has taken place since initial cost incurrences, and expectthat the impact of the biological transformation on price is not expected to be material. There are no other assets and liabilities of the Group which are measured at fair value. The carrying values of thefinancial assets and liabilities of the Group at the balance sheet date approximated their fair values.


6. Other income

Other income represents net foreign exchange gain and other miscellaneous income. 7. Other expenses

Other expenses represent net foreign exchange loss and other operating expenses. 8. Principal risks and uncertainties

The Group set out in its FY2014 Annual Report and Financial Statements the financial risks including foreigncurrency risk, interest rate risk, credit risk, liquidity and cash flow risks and capital risk management that couldimpact its performance; these remain unchanged since the Annual Report was published. The Group operates astructured risk management process, which identifies and evaluates risks and uncertainties and reviews mitigationactivity.

9. Seasonality

At 31 December 2014 the Group had gross cash of USD58 million (30 June 2014: USD46 million) and net debt ofUSD52 million (30 June 2014: USD80 million). Net debt is defined as short-‐term and long-‐term borrowings less cashand bank balances. The Group's sales are seasonally weighted towards the H2 of each year and net debt isexpected to reduce over time as sales increase and then convert to cash. At 31 December 2014, the Group hadmore than USD76 million cash and banking facilities headroom. The Directors believe the banking facilities to besufficient for projected funding requirements.

10. Segmental information

Management determines the Group's operating segments based on the criteria used by the Chief OperatingDecision Maker who has been identified as the Chief Executive Officer (CEO) for making strategic decisions. Management considers the Group to be a single operating segment whose activities are the production, marketingand distribution of natural sweeteners and flavors. From a geographical perspective, the Group is a multinational with operations located on all continents, butmanaged as one unified global organization.


10. Segmental information (Cont'd)


2014 2013

USD'000 USD'000

Revenue 43,228 34,851Cost of sales (28,735) (22,596)Gross profit 14,493 12,255

Other income 160 305Administrative expenses (11,156) (9,665)Operating profit 3,497 2,895

Other expenses (2,811) (2,242)Foreign exchange (loss)/gain (1,074) 2,057Finance costs (3,768) (4,537)Share of loss in joint ventures (216) (532)Taxation 3,445 470



Loss for the financial period (927) (1,889)

EBITDA 6,393 5,175

Reconciliation of Adjusted EBITDA to loss for the financial yearEBITDA 6,393 5,175

Share based payment (2,570) (1,522)

Others (246) (500)

Foreign exchange (loss)/gain (1,074) 2,057

Finance costs (3,768) (4,537)

Taxation 3,445 470


Depreciation and amortisation (3,079) (3,037)

Loss for the financial period (927) (1,889)

Under segmental reporting, share of loss in joint venture includes Group's realised profit amounting to USD 0.3 million,

arising from its sales to the joint ventures. Under the statement of comprehensive income, the profit is included within

the gross profit line.

Notes to interim financial statements (continued) 10. Segmental information (Cont'd)


2014 2013

Cash Flow USD'000 USD'000

Operating cash flow before working capital changes 7,481 5,822

Increase in inventories (10,044) (4,038)

(Increase)/decrease in receivables (355) 1,428

Decrease in payables (1,930) (5,205)

Net cash for operations (4,848) (1,993)

Net cash from/(for) financing activities 33,087 (5,183)

Gross cash at end of the financial period 58,325 30,589

31 December 30 June

2014 2014

Statement of Financial Position USD'000 USD'000

Property, plant and equipment 59,651 63,715

Inventories 96,810 86,519

Third party trade receivables 26,091 29,107

Trade receivables from jointly controlled entities 10,129 10,205

Cash and bank balances 58,325 45,865

Total assets 314,844 292,791

Borrowings 109,803 125,850

Net debt 51,478 79,985

Geographical information

Bermuda Asia Europe Americas Goodwill TotalUSD'000 USD'000 USD'000 USD'000 USD'000 USD'000

31 December 2014

Sales -‐ 9,622 4,851 28,755 -‐ 43,228

Non-‐current assets 725 98,092 2,007 12,811 1,806 115,441

31 December 2013

Sales -‐ 7,879 3,144 23,828 -‐ 34,851

Non-‐current assets 1,577 100,894 1,624 11,601 1,806 117,502

The primary performance indicators used by the Group are revenues, gross profit, EBITDA, net cash from operations and



net debt.

Notes to interim financial statements (continued) 10. Segmental information (Cont'd)

EBITDA is calculated as EBITDA adjusted to exclude discretionary items such as share based, bonus, foreign

exchange gain/losses and any other non-‐recurring expenses.

The entity is domiciled in Bermuda. The entity's non-‐current assets are located in countries other than Bermuda.

There is no revenue from Bermuda.

11. Property, plant and equipment and intangible assets During the period, the Group invested USD1.4 million in property, plant and equipment.

The addition to intangible assets is in respect of capitalisation of project developments during the period, net of

amortisation for products now launched commercially.

12. Inventories

31 December 30 June2014 2014

USD'000 USD'000

Raw materials 14,343 14,422

Work-‐in-‐progress 18,030 11,898

Finished goods 64,437 60,199

96,810 86,519

13. Biological assets As at 31 December 2014, total biological assets of USD 3.9 million (30 June 2014: USD 4.2 million) represent 5.4

million nursery plants (30 June 2014: 5.2 million). Nursery plants are carried at cost as it is deemed to have limited

biological transformation. Seedlings from nursery plants are sold to farmers upon harvest and are carried at a

consistent unit cost.

Notes to interim financial statements (continued) 14. Borrowings

31 December 30 June

2014 2014USD'000 USD'000

Current

-‐ Hire purchase 20 32

-‐ Term loans 42,268 123,649

42,288 123,681Non-‐Current

-‐ Hire purchase 25 36

-‐ Term loans 67,490 2,133

67,515 2,169

Total borrowings 109,803 125,850



During the period, the Group repaid bank loan amounting to USD123 million, in line with previously disclosedrepayment terms. The Group then drew down bank loans amounting to USD105 million at a weighted averageeffective interest rate of 5% per annum. The proceeds were used to meet working capital.

15. Income taxes

Income tax expense is recognised based on management's best estimate of the weighted average annual income taxrate expected for the full financial year. The Group has no estimated assessable profit.

The Company was granted a tax assurance certificate dated 18 August 2007 under the Exempted Undertakings TaxProtection Act 1966 pursuant to which it is exempted from any Bermuda taxes (other than local property taxes) until28 March 2016 which was extended to 31 March 2035 following the enactment of the Exempted Undertakings TaxProtection Amendment Act 2011.

A subsidiary of the Group, PureCircle Sdn Bhd (PCSB), has been granted the Bio-‐Nexus Status by the MalaysianBiotechnology Corporation Sdn Bhd in which PCSB is entitled to a 100% income tax exemption for a period of 10years on its first statutory income commencing in 2009. Upon the expiry of the 10-‐year incentive period, PCSB will beentitled to a concessionary tax rate of 20% on income derived from qualifying activities for a further period of 10years.

Another subsidiary of the Group, PureCircle (Jiangxi) Co. Ltd. (PCJX), has also been granted a 10% exemption oncorporate tax from 1 January 2013 to 31 December 2020 by Ganzhou State Tax Revenue Department under theWestern Ganzhou State Development program.


16. Share capital and share premium

Number

of shares

Ordinary

shares

Share

premiumTotal

'000 USD'000 USD'000 USD'000

Balance at 1 July 2014 164,722 16,472 163,240 179,712

Issuance of shares 5,000 500 42,963 43,463

Exercise of share options 6 1 48 49

Balance at 31 December 2014 169,728 16,973 206,251 223,224

Balance at 1 July 2013 164,602 16,460 162,898 179,358

Exercise of share options 12 2 41 43

Balance at 31 December 2013 164,614 16,462 162,939 179,401

In November 2014, the Group completed a placement of 5 million new ordinary shares at GBP5.50 per share. Theplacement raised USD43.5 million in cash, net of expenses.

17. Earnings per share

The basic earnings per share is calculated by dividing the loss attributable to owners of the Company by theweighted average number of ordinary shares in issue during the period.

6 months ended


2014 2013

Loss attributable to equity holders of the Company (USD'000) (899) (1,894)

Weighted average number of ordinary shares in issue ('000) 166,041 164,616

Basic loss per share (US Cents) (0.54) (1.15)

Diluted earnings per share is not applicable as the potential ordinary shares under the Company's Long TermIncentive Plan would have an anti-‐dilutive effect.

18. Dividends

No dividends were declared or paid by the Company during the interim period.

19. Contingent liabilities and capital commitments

At the end of the period, there are no material contingent liabilities which, upon becoming enforceable, may have



a material impact on the financial position of the Group. Capital commitments amounting to approximately USD1.1million is approved and contracted for, these areincurred for the purchase of land and upgrading of plant and machinery in Malaysia. Subsequent to the period, the Group approved an expansion capital expenditure of USD7.8 million.


20. Events after the end of the reporting period

There were no events that had a material impact to the condensed consolidated interim financial statements afterthe end of the reporting period. Please refer to note 19 relating to post balance sheet capital expenditure expansion.

21. Significant related party transactions

(a) Identities of related parties:

The Group and / or the Company have related party relationships with:

(i) its subsidiaries and joint ventures;

(ii) the directors who are the key management personnel; and

(iii) companies in which certain directors are common directors and / or substantial shareholders.

The following transactions were carried out by the Group during the period: (b) Related parties

(i) Related Parties31 December 31 December

2014 2013

USD'000 USD'000

Sales of goods to jointly controlled entities 2,885 2,536

(ii) Key Management Personnel

Key management includes executive and non-‐executive directors. The compensation paid or payable tokey management for employee services is shown as below:


2014 2013

USD'000 USD'000

Paul Selway-‐Swift 84 44Magomet Malsagov 279 165John Robert Slosar -‐ 21Olivier Phillipe Marie Maes 42 23Peter Lai Hock Meng 45 26Christopher Pratt 34 -‐William Mitchell 192 166

676 445


2014 2013

USD'000 USD'000

Remuneration 676 445


21. Significant related party transactions (continued)

(b) Related parties (Cont'd)

(ii) Key Management Personnel (Cont'd)

Number of Ordinary Shares Of USD0.10 Each

At At



The Company1 July

Bought Sold

31 December

2014 2014

Direct Interests

Paul Selway-‐Swift 202,300 5,500 -‐ 207,800

Magomet Malsagov 14,855,612 11,300 -‐ 14,866,912

Christopher Pratt 686,916 5,500 -‐ 692,416

Olivier Phillipe Marie Maes 408,210 10,100 -‐ 418,310

Peter Lai Hock Meng 191,400 8,700 -‐ 200,100

William Mitchell 910,890 13,650 -‐ 924,540

Number of Options over Ordinary Shares Of USD0.10 Each

At At

The Company1 July

Award Exercise

31 December

2014 2014

Direct Interests

Magomet Malsagov 686,640 5,336 -‐ 691,976

Christopher Pratt -‐ 3,280 -‐ 3,280

Olivier Phillipe MarieMaes 2,900

4,110 (2,900) 4,110

Peter Lai Hock Meng 3,200 4,360 (3,200) 4,360

William Mitchell 529,170 4,689 -‐ 533,859

Independent review report to PureCircle Limited PureCircle Limited(Incorporated in Bermuda)Registration No.: 40431 Introduction We have been engaged by the Company to review the condensed consolidated interim financial statements forthe six months ended 31 December 2014 set out on pages 4 to 19, which comprise the consolidated statement ofcomprehensive income, consolidated statement of financial position, consolidated statement of changes inequity, consolidated statement of cash flows and related notes. Directors' responsibilities The condensed consolidated interim financial statements are the responsibility of, and have been approved by,



the directors of PureCircle Limited. The directors are responsible for preparing the condensed consolidated

interim financial statements in accordance with the AIM Rules for Companies which require that the financial

information must be presented and prepared in a form consistent with that which will be adopted in the

Company's annual financial statements.

As disclosed in Note 2, the annual financial statements of the group are prepared in accordance with

International Financial Reporting Standards. The condensed consolidated interim financial statements have

been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting" ("IAS

34").

The maintenance and integrity of the PureCircle Limited website is the responsibility of the directors; the work

carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept

no responsibility for any changes that may have occurred to the condensed consolidated interim financial

statements since they were initially presented on the website.

Our responsibility

Our responsibility is to express to the Company a conclusion on the condensed consolidated interim financial

statements based on our review. This report, including the conclusion, has been prepared for and only for the

Company for the purpose of preparing the condensed consolidated interim financial statements under IAS 34

and for no other purpose. We do not, in producing this report, accept or assume responsibility for any other

purpose or to any other person to whom this report is shown or into whose hands it may come save where

expressly agreed by our prior consent in writing.

Independent review report to PureCircle Limited (continued)

PureCircle Limited

(Incorporated in Bermuda)

Registration No.: 40431

Scope of review

We conducted our review in accordance with International Standard on Review Engagements 2410, 'Review of

Interim Financial Information Performed by the Independent Auditor of the Entity'. A review of interim financial

information consists of making enquiries, primarily of persons responsible for financial and accounting matters,

and applying analytical and other review procedures. A review is substantially less in scope than an audit

conducted in accordance with International Standards on Auditing and consequently does 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.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed consolidated

interim financial statements for the six months ended on 31 December 2014 are not prepared, in all material

respects, in accordance with IAS 34.

PricewaterhouseCoopers

(No. AF: 1146)

Chartered Accountants



Kuala LumpurMalaysia16 March 2015

Corporate Information

BOARD OF DIRECTORS

Non-‐executive Chairman

Paul Selway-‐Swift

Executive Directors

Magomet Malsagov, Chief ExecutiveWilliam Mitchell, Chief Financial Officer

Non-‐executive Directors

Peter Lai Hock MengOlivier MaesChristopher Pratt

Audit Committee

Peter Lai Hock Meng (Chairman)Olivier MaesChristopher Pratt

Remuneration Committee

Olivier Maes (Chairman)Paul Selway-‐SwiftChristopher Pratt

Nomination Committee

Paul Selway-‐Swift (Chairman)Magomet MalsagovOlivier Maes

NOMINATED ADVISERS

RFC Ambrian Limited

Level 14, 19-‐31 Pitt StreetSydney NSW 2000Australia.

Level 28, QV1 Building250 St George's TerracePerth WA 6000Australia. CORPORATE BROKERS

Macquarie Capital (Europe) Limited

Ropemaker Place28 Ropemaker StreetLondon EC2Y 9HDUnited Kingdom Mirabaud Securities Limited

33 Grosvenor PlaceLondon SW1X 7HYUnited Kingdom



Liberum Capital LimitedRopemaker Place, Level 1225 Ropemaker StreetLondon EC2Y 9LYUnited Kingdom

AUDITORS PricewaterhouseCoopersChartered AccountantsLevel 10, 1 SentralJalan Travers, Kuala Lumpur SentralPO Box 1019250706 Kuala LumpurMalaysia

Shareholder Information INTERNET

Investors and corporate stakeholders www.purecircle.com

Consumers

www.steviapurecircle.comHealth professionals, customers, policy makers, consumers

www.globalsteviainstitute.com REGISTERED OFFICE Clarendon House2 Church StreetHamilton HM 11Bermuda CORPORATE HEADQUARTERS MALAYSIA 10th Floor, West WingRohas PerkasaNo. 9 Jalan P. Ramlee50250 Kuala Lumpur, MalaysiaT +606 2166 2206F +606 2166 2207E [email protected] INVESTOR RELATIONS Request for further copies of the annual report or other investor relation matters should be addressed to PureCircle office SHARE REGISTRAR In Jersey (Shares)Computershare InvestorServices (Jersey) LimitedQueensway House, Hilgrove StreetSt Helier, JerseyJE1 1ESChannel Islands In the UK (Depositary Interests)Computershare Investor Services plcThe Pavilions, Bridgwater RoadBristol BS13 8AE, United Kingdom ANNUAL GENERAL MEETING



The Annual General Meeting (AGM) will be announced following publication of the Group's results for financial year 2015.

2015 financial year and corporate calendarHalf year end 31 December 2014

Year end 30 June 2015

This information is provided by RNS

The company news service from the London Stock Exchange

END

IR SFISDMFISEID

PureCircle Limited | Intesults | FE InvestEgate

Documents

Transcript of PureCircle Limited | Intesults | FE InvestEgate