ContourGlobal Europe Limited - Period Ending 2014-12-31

Registration number: 06182873

ContourGlobal Europe Limited

Directors' Report and Financial Statements

for the Year Ended 31 December 2014
 

J R McKee & Co
  Chartered Accountants & Registered Auditor
  Ratheane House
  32 Hillsborough Road
  Lisburn
  Co Antrim
  BT28 1AQ

ContourGlobal Europe Limited
Company Information

Directors

Mr Garry Levesley Mr Jean-Christophe Juillard-Boudet Mr James M. Karp

Company secretary

Mr Christophe Lahon

Registered office

Oceana House 39-49 Commercial Road Southhampton Hampshire SO15 1GA

Auditors

J R McKee & Co Chartered Accountants & Registered Auditor Ratheane House 32 Hillsborough Road Lisburn Co Antrim BT28 1AQ

Page 1

ContourGlobal Europe Limited
Directors' Report for the Year Ended 31 December 2014

The directors present their report and the financial statements for the year ended 31 December 2014.

Directors of the company

The directors who held office during the year were as follows:

Mr Garry Levesley

Mr Christophe Lahon (appointed 15 April 2014 and Resigned 24 August 2015)

Mr Jean-Christophe Juillard-Boudet (appointed 15 April 2014)

Mr Richard Wilcock (resigned 15 April 2014)

Mr Stefan Engelbertus Dijkers (resigned 15 April 2015)

The following director was appointed after the year end:

Mr James M. Karp (appointed 31 July 2015)

Principal activity

The principal activity of the company was the development of electricity projects focusing upon high growth, under-served markets and innovative niches within developed markets, such as renewable and combined heat and power (CHP). The company now acts as a cost centre for certain UK based employment costs following the transfer of its previous activities to other group entities.The company is a wholly owned subsidiary of ContourGlobal LP and operates the group's European, Commonwealth of independent States and africa region activities.

Disclosure of information to the auditor

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and which they know the auditor is unaware of.

Reappointment of auditors

In accordance with section 485 of the Companies Act 2006, a resolution for the re-appointment of J R McKee & Co as auditors of the company is to be proposed at the forthcoming Annual General Meeting.

Small company provisions

This report has been prepared in accordance with the small companies regime under the Companies Act 2006.

Approved by the Board on 29 September 2015 and signed on its behalf by:

 Mr Garry Levesley
 Director

 Mr James M. Karp
 Director

Page 2

ContourGlobal Europe Limited
Statement of Directors' Responsibilities

The directors are responsible for preparing the Annual Report 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 apply them consistently;
•
make judgements and accounting estimates that are reasonable and prudent
; and
•
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.

Page 3

Independent Auditor's Report to the Members of
ContourGlobal Europe Limited

We have audited the financial statements of ContourGlobal Europe Limited for the year ended 31 December 2014, set out on pages 6 to 10. The financial reporting framework that has been applied in their preparation is applicable law and the Financial Reporting Standard for Smaller Entities (Effective April 2008) (United Kingdom Generally Accepted Accounting Practice applicable to Smaller Entities).

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 an auditor’s report 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 auditor

As explained more fully in the Statement of Directors' Responsibilities (set out on page 3), 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 (APB’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 Annual Report and Financial Statements 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 the financial statements

In our opinion the financial statements:
•
give a true and fair view of the state of the company's affairs as at

31 December 2014

and of its

loss

for the

year

then ended;
•
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice

applicable to smaller entities
; 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements.

Page 4

Independent Auditor's Report to the Members of
ContourGlobal Europe Limited
 
 ......... continued

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; or
•	the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the Directors' Report and take advantage of the small companies exemption from the requirement to prepare a Strategic Report.

......................................
J R McKee FCA (Senior Statutory Auditor)
For and on behalf of J R McKee & Co, Statutory Auditor

Ratheane House
32 Hillsborough Road
Lisburn
Co Antrim
BT28 1AQ

29 September 2015

Page 5

ContourGlobal Europe Limited
Profit and Loss Account for the Year Ended 31 December 2014

		Note			2014 £ 000			2013 £ 000
Turnover					-			-
Administrative expenses					(1,473)			(6,441)
Other operating income					1,463			2,115
Operating loss		2			(10)			(4,326)
Interest payable and similar charges		3			(58)			(71)
Loss on ordinary activities before taxation					(68)			(4,397)
Loss for the financial year		8			(68)			(4,397)

The company has no recognised gains or losses for the year other than the results above.

The notes on pages 8 to 10 form an integral part of these financial statements.
Page 6

ContourGlobal Europe Limited
(Registration number: 06182873)
Balance Sheet at 31 December 2014

		Note			2014 £ 000			2013 £ 000
Current assets
Debtors		4			5,674			3,865
Cash at bank and in hand					121			258
					5,795			4,123
Creditors: Amounts falling due within one year		5			(1,965)			(6,243)
Total assets less current liabilities					3,830			(2,120)
Creditors: Amounts falling due after more than one year		6			(458)			(14,419)
Net assets/(liabilities)					3,372			(16,539)
Capital and reserves
Called up share capital		7			19,979			-
Capital redemption reserve		8			4,385			4,385
Profit and loss account		8			(20,992)			(20,924)
Shareholders' funds/(deficit)					3,372			(16,539)

These accounts have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the Financial Reporting Standard for Smaller Entities (effective 2008).

These financial statements were approved and authorised for issue by the Board on 29 September 2015 and signed on its behalf by:

Mr Garry Levesley  Director

Mr James M. Karp  Director

The notes on pages 8 to 10 form an integral part of these financial statements.
Page 7

ContourGlobal Europe Limited
Notes to the Financial Statements for the Year Ended 31 December 2014
......... continued

1	Accounting policies

Basis of preparation

The financial statements have been prepared under the historical cost convention and in accordance with the Financial Reporting Standard for Smaller Entities (effective April 2008).

Cash flow statement

The accounts do not include a cash flow statement because the company, as a small reporting entity, is exempt from the requirements to prepare such a statement.

Going concern

The company transferred the majority of its activities to other group companies in prior years and now only employs a small number of employees that services the group and as such, the level of expenditure is reducing. The company does however require the support of its parent company to meet debts as they fall due. The parent company, ContourGlobal LP, has issued a letter of support to the company and the directors have no reason to believe that the parent company would be unable to provide support given the past performance of the group. On this basis, the Directors consider it appropriate to prepare the financial statements on a going concern basis.

Foreign currency

Transactions in foreign currencies are recorded at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the closing rates at the balance sheet date. All exchange differences are included in the profit and loss account.

Financial instruments

Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability in the balance sheet. The corresponding dividends relating to the liability component are charged as interest expense in the profit and loss account.

2	Operating loss

Operating loss is stated after charging:

		2014 £ 000			2013 £ 000
Auditor's remuneration - The audit of the company's annual accounts		29			22
Foreign currency losses/(gains)		160			(174)

3	Interest payable and similar charges

Interest payable includes £58 (2013 - £71) payable on loans from group companies.

Page 8

ContourGlobal Europe Limited
Notes to the Financial Statements for the Year Ended 31 December 2014
......... continued

4

Debtors

		2014 £ 000			2013 £ 000
Amounts owed by group undertakings and undertakings in which the company has a participating interest		5,241			3,452
Other debtors		433			413
		5,674			3,865

5	Creditors: Amounts falling due within one year

		2014 £ 000			2013 £ 000
Trade creditors		(2)			46
Amounts owed to group undertakings and undertakings in which the company has a participating interest		1,111			5,477
Other creditors		856			720
		1,965			6,243

6	Creditors: Amounts falling due after more than one year

		2014 £ 000			2013 £ 000
Amounts owed to group undertakings and undertakings in which the company has a participating interest		458			14,419

7	Share capital

Allotted, called up and fully paid shares
				2014		2013
			No.	£	No.	£
Ordinary shares of	£1	each	19,979,327	19,979,327	1	1
			19,979,327	19,979,327	1	1

New shares allotted

During the year 19,979,327 Ordinary shares having an aggregate nominal value of £19,979,327 were allotted for an aggregate consideration of £19,979,327.

Page 9

ContourGlobal Europe Limited
Notes to the Financial Statements for the Year Ended 31 December 2014
......... continued

8

Reserves

		Capital redemption reserve £ 000			Profit and loss account £ 000			Total £ 000
At 1 January 2014		4,385			(20,924)			(16,539)
Loss for the year		-			(68)			(68)
At 31 December 2014		4,385			(20,992)			(16,607)

9	Related party transactions

The company provides engineering services to the wholly owned operating and construction entities off the ContourGlobal LP group. As such, the company has amounts due to and from a large number of group entities. The balances arise in normal course of the company’s operations and the balances due to ContourGlobal Europe at year end are: ContourGlobal France SAS£1,467k, ContourGlobal La Rioja S.L. £1,343k, ContourGlobal Terra Holdings Sarl £1,249k, Kivuwatt Holdings Ltd £738k, ContourGlobal Solutions (Northern Ireland) Ltd £225k, ContourGlobal Togo SA £161k, ContourGlobal Maritsa East 3 AD £48k, ContourGlobal Solar Investments Ltd £8k, and ContourGlobal Oricola SRL £2k.

As a result of a merger in the prior year, a long term loan of £14,419,724 was due to ContourGlobal Terra Holdings Sarl at an interest rate of 0.5% per annum, repayable in 2022. In the current year further restructuring has capitalised the loan and at the year end the amounts owing to group companies are: ContourGlobal Terra Holdings Sarl £1,179k, ContourGlobal Solar Investments Ltd £325k and Contour Global LP £65k.

10

Control

The immediate parent company is ContourGlobal Terra Holdings, a company incorporated in Luxembourg .
 
  The ultimate controlling party is ContourGlobal LP, and exempted limited partnership incorporated in the Cayman Islands. In so far as the Directors are aware, the smallest and largest groups of the undertakings in which the company's results are consolidated is headed by ContourGlobal LP, an exempted limited partnership incorporated in the Cayman Islands. .

Page 10