29 October 2021
Cyba Plc
("Cyba" or the "Company")
Unaudited Half-Year Results for the Six Months Ended 30 June 2021
Cyba plc (LON:CYBA) the London Stock Exchange SPAC, announces its unaudited interim results for the six months to 30 June 2021.
These interim results will be posted to the Company's website shortly at https://cybaplc.com.
| Robert Mitchell
| CYBA | Tel: +44 (0) 20 3468 2212 |
| Peter Krens | Tennyson Securities | Tel: +44 (0)207 186 9030 |
CHAIRMAN'S STATEMENT
I am pleased to announce the Company's interim results for the period ended 30 June 2021.
Financial review
The Company incurred a loss of £849,000 in the period (£735,000 for 6 months ended 30 June 2020). The majority of this comprises the expenditure relating to the admission of the Company onto the Main market of the London Stock Exchange in March of this year. Furthermore, additional expenditure was incurred conducting due diligence on the Narf transaction.
The Company had a cash position of £889,000 as at 30 June 2021 (2020: £547,000) after advancing $2million (£1.44m) to the Narf Group at the time of signing the SPA with the sellers. Basic loss per share of 2p is also consistent with the prior period (2p).
Outlook
The Company's near-term goal remains focused on completing the Narf Transaction, which following the regulatory approval from the Committee on Foreign Investment in the United States ("CFIUS") can now proceed without further delay, subject to FCA and Takeover Panel approval.
On behalf of the Board, I would like to take this opportunity to thank our staff and advisers for their hard work as well as our shareholders for their continued support.
We look forward to updating shareholders on our progress in due course.
Robert Mitchell
Chairman
STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE CONDENSED INTERIM REPORT AND CONDENSED FINANCIAL STATEMENTS
The Directors confirm that the condensed interim financial information has been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union and that the Interim Report includes a fair review of the information required by DTR 4.2.7R and DTR 4.2.8R, namely: an indication of important events that have occurred during the first six months and their impact on the condensed interim financial information, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and material related-party transactions in the first six months and any material changes in the related-party transactions described in the last Annual Report.
By order of the Board
Rory Heier
Director
Consolidated statement of comprehensive income
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| Notes | Six months ended | Six months ended | Nine months ended | |
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| Administrative expenses | 5 | (849,077) | (735,439) | (1,201,272) | |
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| Finance costs |
| (53) | (39) | (62) | |
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| Loss before taxation |
| (849,130) | (735,478) | (1,201,334) | |
| Income tax expense |
| - | - | - | |
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| Loss for the period attributable to equity holders of the parent company |
| (849,130) | (735,478) | (1,201,334) | |
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| Other comprehensive income/(expense) |
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| Gain/(loss) on translation of parent net assets and results from functional currency into presentation currency |
| - | - | - | |
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| Total comprehensive loss for the period |
| (849,130) | (735,478) | (1,201,334) | |
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| Earnings per share |
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| Earnings per share (basis can diluted) attributable to the equity holders (pence) | 3 | (0.2) ( | (0.2)( | (0.3)) | |
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
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| Notes | At 30 June 2021 | At 30 June 2020 | At 31 December 2020 |
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Assets |
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| Current assets |
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| Trade and other receivables |
| 31,537 | 44,486 | 24,037 |
| Short term investments |
| 1,445,296 | - | - |
| Cash and cash equivalents |
| 889,352 | 547,134 | 1,261,997 |
| Total current assets |
| 2,366,185 | 501,620 | 1,286,034 |
| Total assets |
| 2,366,185 | 501,620 | 1,286,034 |
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| Liabilities |
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| Current liabilities |
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| Trade and other payables |
| 395,026 | 229,724 | 365,746 |
| Total current liabilities |
| 395,026 | 229,724 | 365,746 |
| Total liabilities |
| 395,026 | 229,724 | 365,746 |
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| Capital and reserves attributable to shareholders |
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| Share capital | 4 | 62,453 | 31,878 | 52,453 |
| Share premium |
| 5,358,048 | 1,936,168 | 3,468,048 |
| Warrants reserve |
| 24,137 | 24,137 | 24,137 |
| Accumulated losses |
| (3,473,479) | (1,720,287) | (2,624,349) |
| Total capital and reserves |
| 1,971,159 | 271,896 | 920,288 |
| Total equity and liabilities |
| 2,366,185 | 501,620 | 1,286,034 |
Consolidated statements of changes in equity
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| Share capital | Share premium | Warrant reserve | Accumulated losses | Total |
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| £ | £ | £ | £ | £ |
| At 1 January 2020 (unaudited) | 30,978 | 1,757,068 | 24,137 | (984,809) | 827,374 |
| Loss for the period | - | - | - | (735,478) | (735,478) |
| Other comprehensive income for the period | - | - | - | - | - |
| Total comprehensive loss for the period | - | - | - | (735,478) | (735,478) |
| Issue of shares | 900 | 179,100 | - | - | 180,000 |
| At 30 June 2020 (unaudited) | 31,878 | 1,936,168 | 24,137 | (1,720,287) | 271,896 |
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| Balance at 1 April 2020 (audited) | 30,978 | 1,757,068 | 24,137 | (1,423,016) | 389,167 |
| Loss for the period | - | - | - | (1,201,334) | (1,201,334) |
| Other comprehensive income for the period | - | - | - | - | - |
| Total comprehensive loss for the year | - | - | - | (1,201,334) | (1,201,334) |
| Issue of shares | 21,475 | 1,923,863 | - | - | 1,945,338 |
| Costs related to share issues | - | (212,883) | - | - | (212,883) |
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| At 1 January 2021 (audited) | 52,453 | 3,468,048 | 24,137 | (2,624,349) | 920,288 |
| Loss for the period | - | - | - | (849,130) | (849,130) |
| Other comprehensive income for the year | - | - | - | - | - |
| Total comprehensive loss for the year |
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| (849,130) | (849,130) |
| Issue of shares | 10,000 | 1,890,000 | - | - | 1,900,000 |
| At 30 June 2021 (unaudited) | 62,453 | 5,358,048 | 24,137 | (3,473,479) | 1,971,159 |
CONSOLIDATED STATEMENT OF CASH FLOWS
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| Six months ended | Six months ended | Nine months ended |
| Cash flow from operating activities |
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| Loss before taxation |
| (849,130) | (735,438) | (1,201,334) |
| Adjustments for: |
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| Share-based payments charge |
| - | - | 24,750 |
| Operating cashflows before working capital changes |
| (849,130) | (735,438) | (1,176,584) |
| Changes in working capital: |
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| (Increase)/decrease in receivable |
| (7,499) | - | 20,449 |
| Increase in payables |
| 29,280 | 229,724 | 157,450 |
| Net cash used in operating activities |
| (827,349) | (505,714) | (998,685) |
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| Financing activities |
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| Issue of ordinary shares |
| 2,000,000 | 180,000 | 1,920,588 |
| Costs of share issue |
| (100,000) | - | (212,883) |
| Net cash flow from financing activities |
| 1,900,00 | 180,000 | 1,707,705 |
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| Investing activities |
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| Short term investments |
| (1,445,296) | - | - |
| Net cash flow from investing activities |
| (1,445,296) | - | - |
| Net Increase in cash and cash equivalents in the period |
| (372,645) | (325,714) | 709,020 |
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| Cash and cash equivalents at the beginning of the period |
| 1,261,997 | 872,848 | 552,977 |
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| Effect of the translation of cash balances into presentation currency |
| - | - | - |
| Total cash and cash equivalents at the end of the period, |
| 889,352 | 547,134 | 1,261,997 |
NOTES TO THE CONSOLIDATED FINANCIAL INFORMATION
1. General information and basis of preparation
The principal activity of Cyba Plc (the "Company'') is to identify potential companies, businesses or asset(s) in the Cyber Security sector that will increase shareholder value. The Company is domiciled in the United Kingdom and incorporated and registered in England and Wales as a public limited company. The Company's registered office is 5 Fleet Place, London EC4M 7RD. The Company's registered number is 11701224.
2. Accounting policies
The Company Financial statements are presented in Sterling.
Basis of preparation
The financial statements have been prepared in accordance with International Financial Reporting Standards and IFRIC interpretations as endorsed by the EU ("IFRS") and the requirements of the Companies Act applicable to companies reporting under IFRS.
The preparation of the Company financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires the Directors to exercise their judgment in the process of applying the Company's accounting policies. The Company's accounting policies as well as the areas involving a higher degree of judgment and complexity, or areas where assumptions and estimates are significant to the Company financial statements are disclosed in the audited annual report for the year ended 31 December 2020 and are available on the Company's website.
In the opinion of the management, the interim unaudited consolidated financial information includes all adjustments considered necessary for fair and consistent presentation of this financial information. The interim unaudited consolidated financial information should be read in conjunction with the Company's audited financial statements and notes for the year ended 31 December 2020.
Going concern
The Company financial statements have been prepared on a going concern basis as the Directors have assessed the Company's ability to continue in operational existence for the foreseeable future. The operations are currently being financed by issuances of new equity. The Company is reliant on the continuing support from its shareholders and the expected support of future shareholders. The Company financial statements do not include the adjustments that would result if the Group were not to continue as a going concern.
Current asset investments
During the period the company made an investment in Narf Industries LLC and Narf Industries PR LLC (together, the "Narf Group"). This investment has been classified as a Current asset. It is expected to be reclassified as a Non-current asset investment when the acquisition is completed.
2. Segmental analysis
In the opinion of the directors, the Company is primarily organised into a single operating segment. This is consistent with the Company's internal reporting to the chief operating decision maker. Separate segmental disclosures have therefore not been included.
3. Loss per share
The basic loss per share is derived by dividing the loss for the year attributable to ordinary shareholders of the Company by the weighted average number of shares in issue. Diluted loss per share is derived by dividing the loss for the year attributable to ordinary shareholders of the Company by the weighted average number of shares in issue plus the weighted average number of ordinary shares that would be issued on conversion of all dilutive potential ordinary shares into ordinary shares.
The following reflects the loss and share data used in the basic and diluted loss per share computations:
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| For six months | For six months | For nine months |
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| Loss after tax | (849,130) | (735,478) | (1,201,334) |
| Weighted average number of ordinary shares of £0.0001 in issue | 548,969,444 | 314,280,000 | 374,933,182 |
| Effect of dilutive options and warrants |
| - | - |
| Weighted average number of ordinary shares of £0.01 in issue inclusive of outstanding dilutive options and warrants | 548,969,444 | 314,280,000 | 374,933,182 |
| Loss per share - basic and fully diluted (pence) | (0.2) | (0.2) | (0.3) |
At 30 June 2021, 31 December 2020 and 30 June 2020, the effect of all potentially dilutive instruments was anti-dilutive as it would lead to a further reduction of loss per share, therefore they were not included into the diluted loss per share calculation.
Warrants, that could potentially dilute basic EPS in the future, but were not included in the calculation of diluted EPS for the periods presented:
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| For six months | For six months | For nine months |
| Warrants given to shareholders as a part of placing equity instruments - fully vested at the end of the respective period | 12,000,000 | 12,000,000 | 12,000,000 |
| Total instruments fully vested | 12,000,000 | 12,000,000 | 12,000,000 |
| Total number of instruments and potentially issuable instruments (vested and not vested) not included into the fully diluted EPS calculation | 12,000,000 | 12,000,000 | 12,000,000 |
4. Share capital
Issued equity share capital
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| At 30 June 2021 | At 30 June 2020 | At 31 December 2020 | |||
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| Number | £ | Number | £ | Number | £ |
| Issued and fully paid |
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| Ordinary Shares of £0.0001 each | 624,525,000 | 62,453 | 318,780,000 | 31,878 | 524,525,000 | 52,453 |
On 13 May 2021 the Company completed a placement of 100,000,000 ordinary shares of £0.0001 at a price of 2p per ordinary share to raise £2 million before expenses to new and existing shareholders.
Warrants
On 30 June 2021, the following warrants were in issue:
| Warrant exercise price | Number of warrants granted | Expiry date | Fair value of individual option |
| £0.01 | 12,000,000 | 8 Mar 2022 | £0.002 |
| Total warrants in issue at 30 June 2021 | 12,000,000 |
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5. Administrative expenses
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| For six months | For six months | For nine months | |
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| This is stated after charging: |
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| Auditor's remuneration |
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| -audit of the Company |
| 7,500 | 7,500 | 15,000 | |
| -non-audit services |
| - | - | - | |
| Corporate finance services |
| 10,000 | - | 12,500 | |
| Directors' remuneration |
| 133,478 | 132,857 | 205,900 | |
| Legal, professional and consultancy fees |
| 188,204 | 112,451 | 355,115 | |
| Other expenses |
| 509,948 | 482,670 | 612,819 | |
6. Post balance sheet events
There were no significant events subsequent to the balance sheet date.
ENDS
About CYBA plc
CYBA plc ("CYBA") is a special purpose acquisition company ("SPAC") seeking suitable acquisition targets in the Cyber Security sector. CYBA intends to implement its strategy focussed on building a group capable of offering Cyber and Cybersecurity solutions in the US and beyond.
The Company intends to leverage the deep industry knowledge of its board and associates to undertake due diligence on the commercial attributes of a target entity's business.
For further information on the Company please visit www.cybaplc.com, with the Company's Prospectus to be found at www.cybaplc.com/investor-relations/corporate-documents
Forward-looking statements
Certain statements in this announcement constitute ''forward-looking statements''. Forward-looking statements include statements concerning the plans, objectives, goals, strategies and future operations and performance of the Company and the assumptions underlying these forward-looking statements. The Company uses the words ''anticipates'', ''estimates'', ''expects'', ''believes'', ''intends'', ''plans'', ''may'', ''will'', ''should'', and any similar expressions to identify forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the Company's actual results, performances or achievements to be materially different from any future results, performances or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as at the date of this announcement. The Company is not obliged, and does not intend, to update or to revise any forward-looking statements, whether as a result of new information, future events or otherwise except to the extent required by any applicable law or regulation. All subsequent written or oral forward-looking statements attributable to the Company, or persons acting on behalf of the Company, are expressly qualified in their entirety by the cautionary statements contained throughout this announcement. As a result of these risks, uncertainties and assumptions, a prospective investor should not place undue reliance on these forward-looking statements.
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