TIDMDGI
RNS Number : 8921N
DG Innovate PLC
28 September 2023
28 September 2023
DG Innovate plc
("DG Innovate ", the "Company", or the "Group")
Interim results for the six months ended 30 June 2023
DG Innovate (LSE: DGI), the advanced research and development
company pioneering sustainable and environmentally considerate
improvements to electric mobility and energy storage, announces the
Company's unaudited interim results for the six months ended 30
June 2023.
Chairman's Report
The first half of 2023 saw progress on all fronts, as we
continued with the development of our electric mobility and energy
storage technologies and progressed our commercial opportunities,
both with existing and new partners. Our shareholders again
demonstrated their support despite challenging market conditions
via a GBP418,000 subscription in January, which allowed us to
continue work on our various projects and efforts to commercialise
our ground-breaking IP.
Post-period end, we completed a further GBP517,000 placing on 19
July, which has allowed the team to continue development of our
technologies. Testing of our Pareta(R) high-performance electric
vehicle drive is ongoing, and work continues on our Scale up
Readiness Validation of Parallel Motor for Automotive Applications'
("SUPAR") project with the UK Government's Advanced Propulsion
Centre. As outlined in the technology roadmap in the Company's
Strategic Update announced on 11 October 2022 we plan to move into
pilot manufacturing and volume supply in due course.
Most recently, the team exhibited our integrated Pareta(R)
drives at CENEX-LCV 2023, the UK's premier exhibition and
conference devoted to low-carbon vehicle and fuel cell
technologies. This marked the unveiling of our innovative e-axle
for buses and other heavy vehicles, borne out of our ongoing
collaboration with BRIST Axle Systems S.r.l. We also demonstrated
our Pareta(R) fleet monitoring and tracking system for the first
time alongside our driving simulation software, and have been
extremely enthused by the response of existing and potential new
partners.
At the beginning of the period, and alongside our fundraising,
Sir Stephen Dalton and Andrew Boughtwood stepped down as
Non-Executive Directors to reduce the Company's ongoing costs and
ensure that the Company's board is of an appropriate size and
composition for its current stage of development. We remain
extremely grateful for their contributions to the Company.
We look forward to updating shareholders further in due
course.
Nick Tulloch
Non-Executive Chairman
28 September 2023
Financial Review
For the six months to 30 June 2023, the Group recorded a loss
before tax of GBP1,908,253 (30 June 2022: GBP6,516,795; 31 December
2022: GBP7,868,376). There was revenue of GBP30,240 (30 June 2022:
GBPNil; 31 December 2022: GBP4,280) together with GBP399,641 (30
June 2022: GBP344,831; 31 December 2022: GBP433,989) of grant
income in the period.
Cash flow
As at 30 June 2023 the Group held cash of GBP159,958 (30 June
2022: GBP1,650,352; 31 December 2022: GBP234,990) in the bank
account. The Company raised GBP418,000 in January, also as stated
above, after the period end the Company raised GBP517,000 through
placing of new shares.
R&D repayment of GBP92,578 was received during the period
for the tax credit claim for the year ended 31 March 2023, while an
R&D tax credit of GBP92,697 for the period ended 31 December
2023 was in trade receivables at the period end and was received in
August.
For further information please contact:
DG Innovate plc C/O IFC
Peter Tierney, CEO
Jack Allardyce, CFO
IFC Advisory (Financial PR & IR)
Tim Metcalfe
Zach Cohen 020 3934 6630
Grant Thornton UK LLP (Financial Advisor)
Samantha Harrison
Jamie Barklem
Ciara Donnelly 020 7383 5100
Peterhouse (Broker)
Rose Greensmith
Duncan Vasey
Lucy Williams 020 7469 0930
The information contained within this announcement is deemed to
constitute inside information as stipulated under the retained EU
law version of the Market Abuse Regulation (EU) No. 596/2014 (the
"UK MAR") which is part of UK law by virtue of the European Union
(Withdrawal) Act 2018. The information is disclosed in accordance
with the Company's obligations under Article 17 of the UK MAR. Upon
the publication of this announcement, this inside information is
now considered to be in the public domain.
About DG Innovate
DG Innovate is an advanced research and development company
pioneering sustainable and environmentally considerate improvements
to electric mobility and storage, using abundant materials and the
best engineering and scientific practices. DG Innovate is currently
developing its products alongside a number of major manufacturers
across the transportation and energy sectors, research institutions
and the UK Government, and has filed 18 patents worldwide. DG
Innovate's current research and development activities are broadly
split into two areas, focusing on novel electric motor technologies
and energy storage solutions. Its two main products are:
-- Enhanced Drive Technology (EDT) - High efficiency,
cost-effective electric motors + power electronics;
-- Enhanced Battery Technology (EBT) - Sodium-ion batteries
offering a sustainable energy storage solution at similar/greater
energy density to incumbent technologies at a lower cost, increased
safety with lower environmental footprint.
Further information may be found at: https://www.dgiplc.com
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHSED 30 JUNE 2023
Six months Six months Year ended
ended ended 31
Notes 30 June 30 June December
2023 2022 2022
Unaudited Unaudited Audited
GBP GBP GBP
Revenue
Turnover 30,240 - 4,280
Cost of sales (24,662) - (2,000)
Gross Profit 5,578 - 2,280
Grant income 399,641 344,831 433,989
Other income 802 5,307 2,618
Administrative expenses 3 (1,734,306) (1,457,151) (2,715,557)
Share based payments (564,292) (265,934) (338,864)
------------ ------------ ------------
Total administrative expenses (2,298,598) (1,723,085) (3,054,421)
Operating loss (1,892,577) (1,372,947) (2,615,534)
Reverse acquisition expenses - (5,094,074) (5,094,074)
Finance income 50 81 -
Finance cost (15,726) (49,855) (67,873)
Other gains and losses - - (90,895)
Loss on ordinary activities
before taxation (1,908,253) (6,516,795) (7,868,376)
Income tax - 3,472 188,864
Loss for the period and total
comprehensive loss attributable
to the equity holders (1,908,253) (6,513,323) (7,679,512)
============ ============ ============
Earnings per share (pence)
- Basic & diluted 4 (0.021) (0.16) (0.11)
All operating income and operating gains and losses relate to
continuing activities.
There was no other comprehensive income for the period (30 June
2022: GBPNil; 31 December 2022: GBPNil).
The unaudited comparatives of June 2022 in the interim accounts
have been updated following the audited adjustments as at 31
December 2022. The key adjustment is to reclassify GBP680,321 of
intangibles assets from the previous financial year end of 31 March
2022 of Deregallera Holdings Ltd to the new year end 31 December
2021, following the reverse acquisition in April 2022.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHSED 30 JUNE 2023
Share Share Capital Reverse Merger Share Retained Total
Capital Premium Redemption Acquisition Reserve Option Earnings
Reserve Reserve Reserve
GBP GBP GBP GBP GBP GBP GBP GBP
As at 1 January
2023 8,842,715 33,604,986 8,783,824 (66,211,737) 26,987,257 338,864 (6,954,819) 5,391,090
Comprehensive
income
Loss for the
period - - - - - - (1,908,253) (1,908,253)
Share based
payments - - - - - 564,292 - 564,292
---------- ----------- ----------- ------------- ----------- -------- -------------- --------------
Total
comprehensive
loss - - - - - 564,292 (1,908,253) (1,343,961)
Transactions
with
owners
Issue of share
capital 365,833 187,985 - - - - - 553,818
As at 30 June
2023 9,208,548 33,792,971 8,783,824 (66,211,737) 26,987,257 903,156 (8,863,072) 4,600,947
---------- ----------- ----------- ------------- ----------- -------- -------------- --------------
Share Share Capital Reverse Merger Share Retained Total
Capital Premium Redemption Acquisition Reserve Option Earnings
Reserve Reserve Reserve
GBP GBP GBP GBP GBP GBP GBP GBP
As at 1
January
2022 2,029,464 27,723,274 8,783,824 (36,439,255) - - 724,693 2,822,000
Comprehensive
income
Loss for the
period - - - - - - (7,679,512) (7,679,512)
Share based
payments - - - - - 338,864 - 338,864
---------- ----------- ----------- ------------- ----------- -------- ------------ -------------
Total
comprehensive
loss - - - - - 338,864 (7,679,512) (7,340,648)
Reverse
acquisition - - - (29,772,482) - - - (29,772,482)
Issue of share
capital 6,813,251 5,881,712 - - 26,987,257 - - 39,682,220
As at 31
December
2022 8,842,715 33,604,986 8,783,824 (66,211,737) 26,987,257 338,864 (6,954,819) 5,391,090
---------- ----------- ----------- ------------- ----------- -------- ------------ -------------
Share Share Capital Reverse Merger Share Retained Total
Capital Premium Redemption Acquisition Reserve Option Earnings
Reserve Reserve Reserve
GBP GBP GBP GBP GBP GBP GBP GBP
As at 1
January
2022 2,029,464 27,723,274 8,783,824 (36,439,255) - - 724,693 2,822,000
Comprehensive
income
Loss for the
period - - - - - - (6,513,323) (6,513,323)
Share based
payments - - - - - 265,934 - 265,934
---------- ----------- ----------- ------------- ----------- -------- ------------ -------------
Total
comprehensive
loss - - - - - 265,934 (6,227,231) (6,247,389)
Reverse
acquisition - - - (29,772,482) - - - (29,772,482)
Issue of share
capital 6,813,251 5,881,712 - - 26,987,257 - - 39,682,220
As at 30 June
2022 8,842,715 33,604,986 8,783,824 (66,211,737) 26,987,257 265,934 (5,788,630) 6,484,349
---------- ----------- ----------- ------------- ----------- -------- ------------ -------------
The Share Capital represents the nominal value of the equity
shares. The Share Premium represents the amount subscribed for
share capital, in excess of the nominal amount, less costs directly
relating to the issue of shares.
The Share Option Reserve represents share-based payments which
represents the cumulative fair value of options and warrants
granted.
Reverse Acquisition Reserve and merger reserve were created due
to the reverse acquisition of Deregallera Holdings Ltd.
The unaudited comparatives of June 2022 have been restated to
match the opening balance of 1 January 2022 in the audited accounts
for the financial year ended 31 December 2022.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
FOR THE SIX MONTHSED 30 JUNE 2023
As at As at As at
30 30 31
Notes June June December
2023 2022 2022
Unaudited Unaudited Audited
GBP GBP GBP
ASSETS
Non-current assets
Property, plant and equipment 5 748,904 868,540 725,091
Intangible asset 6 4,462,676 4,171,835 4,573,592
Current assets
Trade and other receivables 7 418,332 969,736 1,023,552
Cash and cash equivalents 159,958 1,650,352 234,990
------------- ------------- -------------
578,290 2,620,088 1,258,542
LIABILITIES
Current liabilities
Trade and other payables 8 (667,872) (620,032) (640,229)
------------- ------------- -------------
Net Current Assets/(Liabilities) (89,582) 2,000,056 618,313
------------- ------------- -------------
Non-current liabilities 9 (489,481) (556,082) (495,860)
------------- ------------- -------------
Provision for liabilities (31,570) - (30,046)
NET ASSETS 4,600,947 6,484,349 5,391,090
============= ============= =============
SHAREHOLDERS' EQUITY
Called up share capital 10 9,208,548 8,842,715 8,842,715
Capital redemption reserve 8,783,824 8,783,824 8,783,824
Share premium account 33,792,971 33,604,986 33,604,986
Share option reserve 903,156 265,934 338,864
Merger reserve 26,987,257 26,987,257 26,987,257
Reverse acquisition reserve (66,211,737) (66,211,737) (66,211,737)
Retained earnings (8,863,072) (5,788,630) (6,954,819)
------------- ------------- -------------
TOTAL EQUITY 4,600,947 6,484,349 5,391,090
============= ============= =============
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHSED 30 JUNE 2023
Six months Six months Year ended
to 30 June to 30 June 31 December
2023 2022 2022
Unaudited Unaudited Audited
GBP GBP GBP
Loss for the period after tax (1,908,253) (6,513,323) (7,679,512)
(Increase)/decrease in debtors 605,220 (805,654) (992,206)
(Decrease)/increase in creditors
within one year 50,912 (319,818) 61,024
Reverse takeover expenses - 5,094,074 5,094,074
Provisions (1,524) - (23,543)
Taxation - - -
Share based payments 564,292 265,934 338,864
Finance income (50) - -
Finance costs 15,726 - 67,873
Amortisation 170,392 207,328 414,656
Depreciation 63,435 95,170 149,942
Losses on disposal of fixed assets - - 90,895
Write-off of share capital - - -
Tax refunded 92,578 - 85,270
------------ ------------ -------------
Net cash (outflow) / inflow from
operating activities (347,272) (1,976,289) (2,392,663)
------------ ------------ -------------
Cash flows from investing activities
Proceeds from disposal of property,
plant and equipment - - 50,832
Purchase of property, plant and
equipment (87,248) (104,059) (76,563)
Purchase of intangible fixed assets (59,476) (239,358) (848,443)
Finance income 50 81 -
Finance cost (15,726) - (50,241)
Cash payment on acquisition - - (86,062)
------------ ------------ -------------
Net cash used in investing activities (162,400) (343,336) (1,010,477)
------------ ------------ -------------
Cash flows from financing activities
Issue of share capital 418,000 5,210,661 4,347,125
Repayment of borrowings (40,620) (1,298,139) (735,876)
(Repayment)/increase of lease liabilities 57,260 - (71,661)
Net cash generated from financing
activities 434,640 3,912,522 3,539,588
Net increase/(decrease) in cash
and cash equivalents (75,032) 1,592,897 136,448
Cash and cash equivalents at beginning
of period 234,990 57,455 57,455
Cash balance on acquisition - - 41,088
------------ ------------ -------------
Cash and cash equivalents at end
of period 159,958 1,650,352 234,990
============ ============ =============
NOTES TO THE FINANCIAL STATEMENTS
FOR THE SIX MONTHSED 30 JUNE 2023
1. GENERAL INFORMATION
DG Innovate Plc is a public limited company incorporated in the
United Kingdom, registered under company number 04006413. The
address of the registered office is 15 Victoria Mews, Millfield
Road, Cottingley Business Park, Bingley, West Yorkshire, BD16 1PY.
On 8 April 2022, Path Investments Plc changed its name to DG
Innovate Plc following the acquisition of Deregallera Holdings Ltd
(formerly DG Innovate Limited) ("DHL"), becoming an advanced
research and development company pioneering sustainable and
environmentally considerate improvements to electric mobility and
storage.
The consolidated financial information represents the results of
DG Innovate Plc and its subsidiaries (together referred to as
Group).
2. ACCOUNTING POLICIES
2.1 Basis of preparation
The condensed consolidated interim financial statements are
presented in UK Sterling and all values are rounded to the nearest
pound except where indicated otherwise.
The condensed consolidated interim financial statements have
been prepared under the historical cost convention or fair value
where appropriate.
The results for the six months to 30 June 2023 have been
prepared on the basis of the accounting policies set out in the
Company's 2022 annual report and accounts along with standards
which have become effective after 31 December 2022. The interim
accounts do not constitute statutory accounts as defined by section
434 of the Companies Act 2006. The auditor has reported on the 2022
accounts of DG Innovate Plc and the report was unqualified and did
not contain a statement under section 498(2) of (3) of the
Companies Act 2006 and the 2022 report and accounts have been filed
with the registrar of companies. Under reverse acquisition
accounting the comparatives comprise details of the group prior to
the reverse takeover and as a result these figures are not
audited.
During the period, there have been no changes in the nature of
the related party transactions from those described in the
Company's 2022 accounts.
2.2 Responsibility statement
The directors confirm that these condensed interim financial
statements have been prepared in accordance with International
Accounting Standard 34 "Interim Financial Reporting", as adopted by
the United Kingdom and as issued by the IASB and that the interim
management report includes a fair review of the information
required by DTR 4.2.7R and DTR 4.2.8R, namely;
a) An indication of the important events that have occurred
during the first six months and their impact on the condensed set
of financial statements, and a description of the principal risks
and uncertainties for the remaining six months of the financial
year; and
b) Material related party transactions in the first six months
and any material changes in related party transactions described in
the last annual report.
2.3 Segmental reporting
The Group has two distinct areas of focus (Enhanced Drive
Technology and Enhanced Battery Technology), and management have
identified the Group's series of Pareta(R) electric drives and hard
carbon anode materials as its two cash generating units (CGUs).
However, as the Group is currently in the development phase and
effectively operates as one operating unit under IFRS 8, segmental
information is not available or presented within these
accounts.
The aggregate value in use calculated for the two identified
CGUs as at 30 June 2023 was in excess of the carrying value of the
intangible assets, and the Directors therefore believe the value of
these assets is not impaired at 30 June 2023. This accounting
treatment resulted in an impairment loss of GBPNil (30 June 2022:
GBPNil; 31 December 2022: GBPNil). The carrying value of the
intangible assets of the two identified CGUs as at 30 June 2023 are
Enhanced Drive Technology GBP2,252,887 (30 June 2022: GBP2,053,313;
31 December 2022: GBP2,292,986) and Enhanced Battery Technology
GBP2,209,789 (30 June 2022: GBP2,118,522; 31 December 2022:
GBP2,280,606).
2.4 Reverse acquisition
On 8 April 2022, the Company acquired DHL via a reverse takeover
which resulted in the Company becoming the ultimate holding company
of the Group. The transaction was accounted for in accordance with
the principles of reverse acquisition accounting, since it did not
meet the definition of a business combination under IFRS 3. In
accordance with IFRS 2, a share-based payment expense equal to the
deemed cost of the acquisition less the fair value of the net
assets of the Company at acquisition was recognised. The
comparatives within the consolidated statement of financial
position, the consolidated statement of comprehensive income,
consolidated statement of changes in equity and the consolidated
cashflow statement represent that of the legal subsidiary and
accounting acquirer, DHL. In the consolidated statement of
financial position, the share capital and premium as at 31 December
2021 is that of the Company (DG Innovate Plc) with the reverse
acquisition reserve representing the difference between the deemed
cost of the acquisition and the net assets of the Company as at 7
April 2022. The consolidated statement of comprehensive income for
the period represents the results of both DG Innovate Plc and
DHL.
3. ADMINISTRATIVE EXPENSES
Six months Six months Year ended
to 30 June to 30 June 31 December
2023 2022 2022
Unaudited Unaudited Audited
GBP GBP GBP
Directors remuneration 393,292 486,241 845,381
Other administrative expenses 1,341,014 970,910 1,870,176
------------ ------------ -------------
1,734,306 1,457,151 2,715,557
------------ ------------ -------------
4. LOSS PER SHARE
The calculation of the basic and diluted loss per share is based
on the loss on ordinary activities after taxation of and on the
weighted average number of ordinary shares in issue.
There was no dilutive effect from the share options or
convertible loan notes outstanding during the period.
In order to calculate the diluted earnings per share, the
weighted average number of ordinary shares in issue is adjusted to
assume conversion of all dilutive potential ordinary shares
according to IAS33. Dilutive potential ordinary shares include
convertible loan notes and share options granted to Directors and
consultants where the exercise price (adjusted according to IAS33)
is less than the average market price of the Company's ordinary
shares during the period.
The weighted average number of shares is calculated using the
number of DG Innovate Plc shares owned by the accounting acquirer
DHL pre and post the reverse takeover on 8 April 2022.
Six months Six months Year ended
to 30 June to 30 June 31 December
2023 2022 2022
Unaudited Unaudited Audited
GBP GBP GBP
Net loss for the period (1,908,253) (6,513,323) (7,679,512)
-------------- -------------- --------------
The weighted average number
of shares in the period were:
Basic and dilutive ordinary
shares 9,147,913,081 4,105,884,193 7,032,070,240
-------------- -------------- --------------
Basic and dilutive earnings/(loss)
per share (pence) (0.021) (0.16) (0.11)
-------------- -------------- --------------
5. PROPERTY, PLANT AND EQUIPMENT
Improvements Plant & Right of Total
to leasehold equipment use asset
property
GBP GBP GBP GBP
Cost
At 1 January 2023 314,294 1,368,095 373,453 2,055,842
Additions - 8,723 78,525 87,248
At 30 June 2023 314,294 1,376,818 451,978 2,143,090
Depreciation
Depreciation at 1 January
2023 314,294 974,848 41,609 1,330,751
Charge in the period - 42,419 21,016 63,435
Depreciation at 30 June
2023 314,294 1,017,267 62,625 1,394,186
Carrying value
At 30 June 2023 - 359,551 389,353 748,904
At 31 December 2022 - 393,247 331,844 725,091
At 30 June 2022 - 519,952 348,588 868,540
6. INTANGIBLE ASSETS
IPR & Total
Patents
GBP GBP
Cost
At 1 January 2023 7,068,754 7,068,754
Additions 59,476 59,476
At 30 June 2023 7,128,230 7,128,230
Amortisation
Amortisation at 1 January 2023 2,495,162 2,495,162
Charge in the period 170,392 170,392
Amortisation at 30 June 2023 2,665,554 2,665,554
Carrying value
At 30 June 2023 4,462,676 4,462,676
At 31 December 2022 4,573,592 4,573,592
At 30 June 2022 4,171,835 4,171,835
7. TRADE AND OTHER RECEIVABLES
As at 30 As at 30 As at 31
June June December
2023 2022 2022
Unaudited Unaudited Audited
GBP GBP GBP
Prepayments 69,811 30,518 129,159
Other taxes and social security 260,889 429,096 706,222
Other debtors 87,632 510,122 188,171
418,332 969,736 1,023,552
---------- ---------- ----------
Also included in other debtors are amounts repayable of
GBP87,369 (30 June 2022: GBP355,610; 31 December 2022 GBP188,036)
by certain Directors in respect of incorrectly awarded bonuses.
Other taxes and social security comprise the R&D tax credit,
tax suffered on the bonuses noted above and VAT repayable.
8. TRADE AND OTHER PAYABLES
As at 30 As at 30 As at 31
June June December
2023 2022 2022
Unaudited Unaudited Audited
GBP GBP GBP
Trade payables 190,961 412,954 204,356
Accruals and deferred income 188,241 46,134 231,290
Loans and other borrowings 87,679 79,233 83,349
Lease liabilities 74,548 49,600 59,839
Other creditors 126,443 32,111 61,395
---------- ---------- ----------
667,872 620,032 640,229
---------- ---------- ----------
9. NON-CURRENT LIABILITIES
As at 30 As at 30 As at 31
June June December
2023 2022 2022
Unaudited Unaudited Audited
GBP GBP GBP
Loans and other borrowings 140,442 228,121 185,393
Lease liabilities 328,994 247,235 286,443
Other creditors 20,045 80,726 24,024
---------- ---------- ----------
489,481 556,082 495,860
---------- ---------- ----------
10. SHARE CAPITAL
Unaudited Unaudited
Allotted, called up and No GBP
fully paid
Ordinary Ordinary
Shares of Shares of
0.1p each 0.1p each
At 1 January 2022 (Audited) 2,029,463,802 2,029,464
Issued in period 6,813,251,305 6,813,251
At 31 December 2022 (Audited) 8,842,715,107 8,842,715
---------------- ------------
At 1 January 2023 8,842,715,107 8,842,715
Issued in period 365,833,333 365,833
---------------- ------------
At 30 June 2023 (unaudited) 9,208,548,440 9,208,548
---------------- ------------
11. SHARE OPTIONS AND WARRENTS
Movement in the number of options and warrants outstanding and
their related weighted average exercise price, since 31 December
2022 are as follows:
At 30 June 2023 At 30 June 2022 At 31 December 2022
Number of Weighted average Number of Weighted Number of Weighted
Options & exercise price per Options & average Options & average
Warrants share Warrants exercise Warrants exercise
price per price per
share share
At 1
January 3,937,526,910 0.33p 2,983,297,500 2.50p 2,983,297,500 0.25p
Granted 368,333,333 0.18p 1,109,783,754 0.10p 1,900,233,137 0.26p
Exercised - - (830,800,000) 0.10p (830,800,000) 0.25p
Expired or
waived (3,975,633) 0.10p (40,000,000) 0.10p (115,203,727) 0.10p
------------ ---------------- ------------------------ ---------------- ---------- ------------------ ----------
At period
end 4,301,884,610 0.16p 3,222,281,254 0.10p 3,937,526,910 0.33p
------------ ---------------- ------------------------ ---------------- ---------- ------------------ ----------
The following share options have been granted by the Company and
are outstanding as at the period end of 30 June 2023:
Date Number Granted Exercised Lapsed/ Number Weighted Expiry
of grant of ordinary during during waived of ordinary average date
shares under period period during shares under exercise
option at period option at price
1 January 30 June
2023 2023
30/03/2017 4,000,000 - - - 4,000,000 0.1p 29/03/2027
30/03/2017 5,875,000 - - - 5,875,000 1p 29/03/2027
30/03/2017 2,937,500 - - - 2,937,500 2p 29/03/2027
08/10/2020 60,375,000 - - - 60,375,000 0.1p 07/10/2030
18/03/2021 1,289,310,000 - - - 1,249,310,000 0.1p 18/03/2031
08/04/2022 488,598,296 - - (3,975,633) 484,622,663 0.1p 13/04/2032
12/10/2022 690,790,814 - - - 690,790,814 0.1p 12/10/2032
Total 2,501,886,610 - - (3,975,633) 2,497,910,977 0.1p
------------ -------------- -------- ---------- ------------ -------------- ---------- -----------
The following warrants have been granted by the Company:
Date Number Granted Exercised Lapsed Number Weighted Expiry
of grant of warrants during during during of warrants average date
at period period period at 30 June exercise
1 January 2023 price
2023
18/03/2021 790,000,000 - - - 790,000,000 0.25p 07/04/2024
08/04/2022 645,640,300 - - - 645,640,300 0.25p 07/04/2024
30/01/2023 - 368,333,333 - - 368,333,333 0.18p 29/01/2025
------------ -------------- ------------ ---------- -------- -------------- ---------- -----------
Total 1,435,640,300 368,333,333 - - 1,803,973,633 0.24p
------------ -------------- ------------ ---------- -------- -------------- ---------- -----------
In January 2023 the Company raised (before expenses) GBP418,000
through a subscription and broker option for 348,333,333 new
ordinary shares at a price of 0.12 pence each. Participants in the
fundraise were also issued one warrant with an exercise of 0.18
pence for every subscription share, with an expiry date of two
years from admission. The Company also agreed to issue 17,500,000
ordinary shares and 20,000,000 warrants with the same terms to an
adviser for services provided in connection with the fundraise.
The fair value of equity settled share options and warrants
granted is estimated at the date of grant using a Black-Scholes
option pricing model, taking into account the terms and conditions
upon which the options were granted. The following table lists the
inputs to the model:
Warrants Warrants Options Options Options Options
-------------------------- ----------- ----------- --------- ----------- ------------ ------------
Date of grant/variation 23 Jan 23 Jan 12 Oct 8 Apr 18 Mar 18 Oct
2023 2023 2022 2022 2021 2020
Expected volatility 87% 87% 62% 62% 31% 50%
Expected life 19 months 10 months 8 years 8 years 10 years 10 years
Risk-free interest 3.40% 3.40% 4.40% 1.76% 2.00% 2.50%
rate
Expected dividend - - - - - -
yield
Possibility - - - - - -
of ceasing employment
before vesting
Fair value per
option/warrant
0.03p 0.01p 0.12p 0.22p 0.15p 0.6p
-------------------------- ----------- ----------- --------- ----------- ------------ ------------
The expense recognised by the Group for share based payments
during the period ended 30 June 2023 was GBP564,292 (30 June 2022:
GBP265,934; 31 December 2022: GBP338,864).
The average volatility is used in determining the share based
payment expense to be recognised in the period. This was calculated
by reference to the standard deviation of the share price over the
preceding 6-month period.
12. RELATED PARTY TRANSACTIONS
Share Options
The following share options were held by the directors during
the period:
Director Date Held at Surrendered Granted Held at Exercise
of grant 1 January during the during the 30 June price
2023 period period 2023
-------------- ------------ -------------- ------------ ------------ -------------- ---------
J Allardyce 18/03/2021 62,500,000 - - 62,500,000 GBP0.001
08/04/2022 156,105,002 - - 156,105,002 GBP0.001
M Boughtwood 08/04/2022 156,105,002 - - 156,105,002 GBP0.001
P Tierney 12/10/2022 690,790,814 - - 690,790,814 GBP0.001
-------------- ------------ ------------ --------------
Total 1,065,500,818 - - 1,065,500,818
-------------- ------------ ------------ --------------
Transaction with related party
During the period Gareth Boughtwood (son of Martin Boughtwood, a
director in the Group) was paid GBPNil (30 June 2022: GBP5,000; 31
December 2022: GBPNil) in respect of IT services.
Other debtors
Included in other debtors are balances due from the following
Directors, and former Directors, in respect of bonuses incorrectly
awarded in 2022 and deemed to be held in trust. Chris Theis
GBP87,369 (30 June 2022: GBP137,369; 31 December 2022: GBP137,369),
Brent Fitzpatrick GBPNil (30 June 2022: GBP83,005; 31 December 2022
GBP50,667), Jack Allardyce GBPNil (30 June 2022: GBP96,268; 31
December 2022 GBPNil), Nicholas Tulloch GBPNil (30 June 2022:
GBP38,968; 31 December 2022 GBPNil).
13. POST PERIOD EVENT
In June 2023 the Company raised (before expenses) GBP517,000
through a placing of 1,034,000,000 new ordinary shares at a price
of 0.05 pence each. Given the placing price was below the nominal
value of 0.1 pence per ordinary share, the placing was conditional
on the passing of capital reorganisation resolutions, including the
subdivision of the each existing ordinary share into one new
ordinary share of 0.01p and one deferred share of 0.09p. These
resolutions were duly passed at the Company's AGM on 19 July 2023,
with the shares subsequently issued and admitted to trading. The
Company also agreed to issue 51,700,000 warrants to Peterhouse
Capital Limited and other advisers to the Company for services
provided in connection with the Placing. The warrants have an
exercise price of 0.05 pence, and expire one year from
admission.
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END
IR LRMFTMTMTBJJ
(END) Dow Jones Newswires
September 28, 2023 02:00 ET (06:00 GMT)
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