Directors Report 5
The directors present their strategic report for the period 16 January 2014 to 30 September 2014.
The company was established in the current financial year as part of the overall group reconstruction and is an intermediate holding company responsible for the overall management of the group.
The Group's principal activities are the manufacture and supply of fire retardant coatings, sub-sea insulation and buoyancy and marine products.
REVIEW OF BUSINESS The company made a loss before tax of f901k due primarily to the interest charge of f1,151k on Loan Notes due to Growth Capital Partners.
PRINCIPAL RISKS AND UNCERTAINTIES Group sales are dependent on capital investment in oil and gas infrastructure. Energy usage is forecast to increase as a result of population and income growth which is driving strong capital expenditure growth. However, the current low oil price will affect the group in the short term as oil companies reduce their expenditure. To offset this the group will continue to expand geographically but will also look to reduce its cost base in the next period. However, in the long term the Directors still expect to see strong growth over a three to five year period.
ON BEHALF OF THE BOARD:
A D Bennion - Director
Date:
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ADVANCED INSULATION GROUP LIMITED
Report of the Directors FOR THE PERIOD 16 JANUARY 2014 TO 30 SEPTEMBER 2014
The directors present their report with the financial statements of the company for the period 16 January 2014 to 30 September 2014.
INCORPORATION AND COMMENCEMENT OF TRADING The company was incorporated on 16 January 2014 and commenced trade on 21 March 2014.
PRINCIPAL ACTIVITY The principal activity of the company in the period under review was that of an intermediate holding company, managing group activities.
DIVIDENDS An interim dividend of ?0.1559 per share was paid on 30 September 2014. The directors recommend that no final dividend be paid.
The total distribution of dividends for the period ended 30 September 2014 will be ?4,000,000.
DIRECTORS The directors who have held office during the period from 16 January 2014 to the date of this report are as follows:
S H Shepherd - appointed 21 March 2014 A D Bennion - appointed 21 March 2014 E Weeks - appointed 7 February 2014 D A Williams - appointed 21 March 2014 Miss K McDonald - appointed 7 February 2014 M J McNair - appointed 16 January 2014 - resigned 7 February 2014 J B Pentland - appointed 7 February 2014 - resigned 7 February 2014
FINANCIAL INSTRUMENTS RISK AND MANAGEMENT Foreign currency risk It is group policy that exposures resulting from sales and purchases in foreign currency are matched where possible, and the net exposure may be hedged by the use of forward exchange contracts. The group does not undertake speculative foreign exchange dealings for which there is no underlying exposure.
The company also faces currency exposures on the translation into sterling of the profits and net assets of overseas subsidiaries. The company does hedge these profit translation exposures on larger contracts to reduce the risk of losses through exchange rate fluctuations.
Credit risk Management has a credit policy in place and exposure to credit risk is monitored on an ongoing basis. Credit evaluations are carried out on all customers requiring credit and, where appropriate, the group endeavours to minimise risk by the use of trade finance instruments such as letters of credit and insurance. At the balance sheet date there were no significant concentrations of credit risk.
Interest rate risk The group does not undertake any hedging activity in this area.
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ADVANCED INSULATION GROUP LIMITED
Report of the Directors FOR THE PERIOD 16 JANUARY 2014 TO 30 SEPTEMBER 2014
STATEMENT OF DIRECTORS' RESPONSIBILITIES The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
-select suitable accounting policies and then apply them consistently; -make judgements and accounting estimates that are reasonable and prudent; -state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.
AUDITORS The auditors, Haines Watts Bristol Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.
ON BEHALF OF THE BOARD:
A D Bennion - Director
Date: *)-i
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Report of the Independent Auditors to the Members of Advanced Insulation Group Limited
We have audited the financial statements of Advanced Insulation Group Limited for the period ended 30 September 2014 which comprise the Profit and Loss Account, the Balance Sheet and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors As explained more fully in the Statement of Directors' Responsibilities set out on page four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.
Scope of the audit of the financial statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the Strategic Report and the Report of the Directors to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.
Opinion on financial statements In our opinion the financial statements: -give a true and fair view of the state of the company's affairs as at 30 September 2014 and of its profit for the period then ended; have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and -have been prepared in accordance with the requirements of the Companies Act 2006.
Opinion on other matter prescribed by the Companies Act 2006 In our opinion the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements.
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Report of the Independent Auditors to the Members of Advanced Insulation Group Limited
Matters on which we are required to report by exception We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: -adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or -the financial statements are not in agreement with the accounting records and returns; or -certain disclosures of directors remuneration specified by law are not made; or -we have not received all the information and explanations we require for our audit.
CfLI.LJA Matthew J Bracher FCA (Senior Statutory Auditor) for and on behalf of Haines Watts Bristol Limited Chartered Accountants and Statutory Auditors Hyland Mews 21 High Street Clifton Bristol BS8 2YF Date: -lel c'11"2-0
Page 6 Sheet1
CONTINUING OPERATIONS None of the company's activities were acquired or discontinued during the current period.
TOTAL RECOGNISED GAINS AND LOSSES The company has no recognised gains or losses other than the profit for the current period.
The notes form part of these financial statements
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ADVANCED INSULATION GROUP LIMITED (REGISTERED NUMBER: 08848797) Sheet2
The fmancial statements were approved and authorised for issue by the Board of Directors on were signed on its behalf by: '41 1?-0 is
?
A D Bermion - Director S H Shepherd - Director
The notes form part of these financial statements
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ADVANCED INSULATION GROUP LIMITED
Notes to the Financial Statements FOR THE PERIOD 16 JANUARY 2014 TO 30 SEPTEMBER 2014
1. ACCOUNTING POLICIES
Accounting convention The financial statements have been prepared under the historical cost convention and are in accordance with applicable accounting standards.
Preparation of consolidated financial statements The financial statements contain information about Advanced Insulation Group Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Advanced Insulation Holdings Limited, a company registered in England & Wales..
Financial Reporting Standard number 1 Exemption has been taken from preparing a cash flow statement on the grounds that the parent company includes the subsidiary in its published financial statements.
Turnover Turnover represents management charges made to other group companies, excluding value added tax.
Deferred tax Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events have occurred at that date that will result in an obligation to pay more, or a right to pay less or to receive more tax.
Deferred tax assets are recognised only to the extent that the directors consider that it is more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.
Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in which timing differences reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date.
Hire purchase and leasing commitments Rentals paid under operating leases are charged to the profit and loss account on a straight line basis over the period of the lease.
Pension costs and other post-retirement benefits The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to the profit and loss account in the period to which they relate.
Investments Investments are stated at cost, less any provision for an impairment in value. The carrying value of investments is examined each year and any fall in value below cost is immediately provided for.
Financial instruments Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as either financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
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ADVANCED INSULATION GROUP LIMITED
Notes to the Financial Statements - continued FOR THE PERIOD 16 JANUARY 2014 TO 30 SEPTEMBER 2014
2.TURNOVER
The turnover and profit before taxation are attributable to the one principal activity of the company.
An analysis of turnover by geographical market is given below:
United Kingdom 802729.0
802729.0
3.STAFF COSTS Wages and salaries 359,724 Social security costs 40,790 Other pension costs 13,272
413786.0
The average monthly number of employees during the period was as follows:
Management staff 7
4.OPERATING PROFIT
The operating profit is stated after charging:
Other operating leases 386 Auditors' remuneration 1,850 Other non-audit services 875
Directors' remuneration 256,849 Directors' pension contributions to money purchase schemes 9,585
The number of directors to whom retirement benefits were accruing was as follows:
Money purchase schemes 2
Information regarding the highest paid director is as follows:
Emoluments etc 122,924 Pension contributions to money purchase schemes 5,063
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ADVANCED INSULATION GROUP LIMITED
Notes to the Financial Statements - continued FOR THE PERIOD 16 JANUARY 2014 TO 30 SEPTEMBER 2014
5.INCOME FROM SHARES IN GROUP UNDERTAKINGS
The company received a dividend in the period of ?4,000,000 from its subsidiary, Advanced Insulation Limited.
6.INTEREST PAYABLE AND SIMILAR CHARGES
Loan note interest 1,150,223 Hire purchase 557
1150780.0
7.TAXATION
Analysis of the tax charge No liability to UK corporation tax arose on ordinary activities for the period.
Factors affecting the tax charge The tax assessed for the period is lower than the standard rate of corporation tax in the UK. The difference is explained below:
Profit on ordinary activities before tax 3,099,314
Profit on ordinary activities multiplied by the standard rate of corporation tax in the UK of 23% 712,842
Effects of: Expenses not deductible for tax purposes 31,211 Income not taxable for tax purposes (920,000) Group relief given 175,947
Current tax charge
8.DIVIDENDS
Ordinary shares of ?1 each Interim 4,000,000
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ADVANCED INSULATION GROUP LIMITED
Notes to the Financial Statements - continued FOR THE PERIOD 16 JANUARY 2014 TO 30 SEPTEMBER 2014
9. FIXED ASSET INVESTMENTS Shares in
undertakings
COST Additions 51,950,295
At 30 September 2014 51,950,295
NET BOOK VALUE At 30 September 2014 51,950,295
The company's investments at the balance sheet date in the share capital of companies include the following:
Advanced Insulation Limited Nature of business: Oil and gas infrastructure support
Class of shares: holding Ordinary 100.00
Aggregate capital and reserves Profit for the period 2014.0
4484693.0 5634435.0
MS Assets Holdings Limited Country of incorporation: British Virgin Islands Nature of business: Intermediate holding company
Class of shares: holding Ordinary 100.00 2014.0
Aggregate capital and reserves 30,266
The shares are held by Advanced Insulation Limited.
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ADVANCED INSULATION GROUP LIMITED
Notes to the Financial Statements - continued FOR THE PERIOD 16 JANUARY 2014 TO 30 SEPTEMBER 2014
9. FIXED ASSET INVESTMENTS - continued
Advanced Insulation Systems Limited Nature of business: Oil and gas industry infrastructure support % Class of shares: holding Ordinary 100.00
Aggregate capital and reserves Profit for the period
2014.0 ? 7882328.0 3844127.0 The shares are held by Advanced Insulation Limited.
Advanced Insulation Contracting Limited Nature of business: Oil and gas industry infrastructure support % Class of shares: holding Ordinary 100.00
Aggregate capital and reserves Profit for the period
2014.0 ? 514521.0 1545394.0 The shares are held by Advanced Insulation Limited.
Advanced Insulation Systems do Brazil Ltda Country of incorporation: Brazil Nature of business: Oil and gas industry infrastructure support % Class of shares: holding Ordinary 100.00 2014.0 ? Aggregate capital and reserves Loss for the period 57356.0 -98297.0
51% of the shares are held by Advanced Insulation Limited and 49% by Advanced Insulation Systems Limited.
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ADVANCED INSULATION GROUP LIMITED
Notes to the Financial Statements - continued FOR THE PERIOD 16 JANUARY 2014 TO 30 SEPTEMBER 2014
9. FIXED ASSET INVESTMENTS - continued
Advanced Insulation Angola Lda Country of incorporation: Angola Nature of business: Oil and gas industry infrastructure support
Class of shares: holding Ordinary 49.00
Aggregate capital and reserves Profit for the period
Advanced Insulation Angola Lda is 49% owned but 100% controlled by Advanced Insulation Limited, which has entitlement to 100% of the profits.
Advanced Insulation Korea Limited Country of incorporation: South Korea Nature of business: Oil and gas industry infrastructure support
Class of shares: holding Ordinary 75.00 2014.0
2014.0
6197.0 15434.0 Aggregate capital and reserves Profit for the period
The shares are held by Advanced Insulation Systems FZE, who are entitled to 100% of the profits.
Advanced Insulation Systems FZE Country of incorporation: United Arab Emirates Nature of business: Oil and gas industry infrastructure support
Class of shares: holding Ordinary 100.00
Aggregate capital and reserves Profit for the period
The shares are held by MS Assets Holdings Limited.
464056.0 398514.0 2014.0
1683439.0 658497.0
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ADVANCED INSULATION GROUP LIMITED
Notes to the Financial Statements - continued FOR THE PERIOD 16 JANUARY 2014 TO 30 SEPTEMBER 2014
9. FIXED ASSET INVESTMENTS - continued
Contraflex Kazakhstan Country of incorporation: Kazakhstan Nature of business: Oil and gas industry infrastructure support
Class of shares: holding Ordinary 50.00 2014.0
Aggregate capital and reserves Profit for the period 207559.0 206217.0
50% of the shares are held by Advanced Insulation Limited, which is entitled to 70% of the profits.
Manuplas Limited Nature of business: Oil and gas industry infrastructure support
Class of shares: holding Ordinary 100.00 2014.0
Aggregate capital and reserves Profit for the period
The shares are are held by Advanced Insulation Limited.
Alderley Materials Limited Nature of business: Dormant
Class of shares: holding Ordinary 100.00
The shares are held by Advanced Insulation Limited.
Al Consultants Inc Country of incorporation: Canada Nature of business: Alternative energy research
Class of shares: holding Ordinary 100.00
The shares are held by Advanced Insulation Limited.
201222.0 201222.0
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ADVANCED INSULATION GROUP LIMITED
Notes to the Financial Statements - continued FOR THE PERIOD 16 JANUARY 2014 TO 30 SEPTEMBER 2014
10.DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
Amounts owed by group undertakings 4,019,132 VAT 90,321 Prepayments and accrued income 107
4109560.0
11.CRED1TOFtS: AMOUNTS FALLING DUE WITHIN ONE YEAR
Trade creditors 50,532 Amounts owed to group undertakings 2,708,924 Social security and other taxes 19,542 Other creditors 4,031 Accrued expenses 702,249
3485278.0
12.CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
Loan notes 26,828,914
Falling Due in 2- 5 Years
"A"Loan Notes with a 6% coupon rate ?7,500,000
Interest accruing on the loan note is capable of being settled (at the option of Advanced Insulation Group Limited) in cash or by way of payment in kind notes (PIK's), subject to the right to opt out of PIK on the part of the loan note holder, or by being capitalised and added to the debt balance.
Falling Due After 5 Years
"B"Loan Notes with an 8% coupon rate ?10,380,000 "C"Loan Notes with a 10% coupon rate ?8,948,914
19328914.0
Interest accruing on the loan note is capable of being settled (at the option of Advanced Insulation Group Limited) in cash or by way of payment in kind notes (PIK's), subject to the right to opt out of PIK on the part of the loan note holder, or by being capitalised and added to the debt balance.
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ADVANCED INSULATION GROUP LIMITED
Notes to the Financial Statements - continued FOR THE PERIOD 16 JANUARY 2014 TO 30 SEPTEMBER 2014
13. CALLED UP SHARE CAPITAL
Allotted, issued and fully paid: Number: Class: Nominal value: 26,646,381 Ordinary ?1 26,646,381
26,646,381 Ordinary shares of ?1 each were allotted and fully paid for during the year through the following consideration:
i)?433,500 in cash ii)?48,500 in part consideration for the acquisition by the company of certain shares in Advanced Insulation Limited iii)?26,164,381 of the capitalisation of debt owed by the company to Advanced Insulation Holdings Limited held in the form of unsecured Rollover Loan Notes.
14. RESERVES Profit
account
Profit for the period 3,099,314 Dividends (4,000,000) At 30 September 2014 (900,686)
15.PENSION COMMITMENTS
At the year end, contributions of ?4,031 had yet to be paid to the pension provider.
16.RELATED PARTY DISCLOSURES
The company is controlled by Advanced Insulation Holdings Limited which is the ultimate parent company.
The company considers S H Shepherd to be the ultimate controlling party by virtue of his majority shareholding in Advanced Insulation Holdings Limited, the ultimate parent company.
As the company is a wholly owned subsidiary within a group that prepares consolidated financial statements, the company has taken advantage of the exemption from disclosing transactions with group entities.
The loan notes issued to Growth Capital Partners attract a mix of interest that is payable and rolled up with capital. During the period, the loan notes held by Growth Capital Partners attracted the following interest:
- Interest paid on A Loan Notes - ?237,946 -Interest paid on BI Loan Notes - ?356,326 -Interest paid on B2 Loan Notes - ?82,762 - Interest accrued on C Loan Notes - ?473,189
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ADVANCED INSULATION GROUP LIMITED
Notes to the Financial Statements - continued FOR THE PERIOD 16 JANUARY 2014 TO 30 SEPTEMBER 2014
17.ULTIMATE CONTROLLING PARTY
In the opinion of the directors the company's ultimate parent company is Advanced Insulation Holdings Limited, a company incorporated in Great Britain, and registered in England and Wales. Advanced Insulation Holdings Limited prepares group financial statements and copies can be obtained from Unit E Quedgeley West Business Park, Bristol Road, Gloucester, GL2 4PA.
18.RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS ? Profit for the financial period 3,099,314 Dividends (4,000,000) New share capital subscribed 26,646,381 Net addition to shareholders' funds Opening shareholders' funds
25745695.0 _ Closing shareholders' funds 25,745,695
Equity interests 25,745,695
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