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 £418,000 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 £517,000 placing on 19 July, which has allowed the team to continue development of our technologies. Testing of our Pareta® 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® 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® 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 £1,908,253 (30 June 2022: £6,516,795; 31 December 2022: £7,868,376). There was revenue of £30,240 (30 June 2022: £Nil; 31 December 2022: £4,280) together with £399,641 (30 June 2022: £344,831; 31 December 2022: £433,989) of grant income in the period.
Cash flow
As at 30 June 2023 the Group held cash of £159,958 (30 June 2022: £1,650,352; 31 December 2022: £234,990) in the bank account. The Company raised £418,000 in January, also as stated above, after the period end the Company raised £517,000 through placing of new shares.
R&D repayment of £92,578 was received during the period for the tax credit claim for the year ended 31 March 2023, while an R&D tax credit of £92,697 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 Peter Tierney, CEO Jack Allardyce, CFO
| C/O IFC |
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 MONTHS ENDED 30 JUNE 2023
|
Notes | Six months ended 30 June | Six months ended 30 June | Year ended 31 December |
|
| 2023 | 2022 | 2022 |
| | Unaudited | Unaudited | Audited |
| | £ | £ | £ |
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: £Nil; 31 December 2022: £Nil).
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 £680,321 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 MONTHS ENDED 30 JUNE 2023
| Share Capital | Share Premium | Capital Redemption Reserve | Reverse Acquisition Reserve | Merger Reserve | Share Option Reserve | Retained Earnings | Total |
| £ | £ | £ | £ | £ | £ | £ | £ |
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 Capital | Share Premium | Capital Redemption Reserve | Reverse Acquisition Reserve | Merger Reserve | Share Option Reserve | Retained Earnings | Total |
| £ | £ | £ | £ | £ | £ | £ | £ |
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 Capital | Share Premium | Capital Redemption Reserve | Reverse Acquisition Reserve | Merger Reserve | Share Option Reserve | Retained Earnings | Total |
| £ | £ | £ | £ | £ | £ | £ | £ |
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 MONTHS ENDED 30 JUNE 2023
|
Notes | As at 30 June | As at 30 June | As at 31 December |
|
| 2023 | 2022 | 2022 |
|
| Unaudited | Unaudited | Audited |
|
| £ | £ | £ |
| |
|
|
|
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 MONTHS ENDED 30 JUNE 2023
|
| Six months to 30 June | Six months to 30 June | Year ended 31 December |
|
| 2023 | 2022 | 2022 |
|
| Unaudited | Unaudited | Audited |
| | £ | £ | £ |
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 MONTHS ENDED 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® 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 £Nil (30 June 2022: £Nil; 31 December 2022: £Nil). The carrying value of the intangible assets of the two identified CGUs as at 30 June 2023 are Enhanced Drive Technology £2,252,887 (30 June 2022: £2,053,313; 31 December 2022: £2,292,986) and Enhanced Battery Technology £2,209,789 (30 June 2022: £2,118,522; 31 December 2022: £2,280,606).
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 to 30 June 2023 | Six months to 30 June 2022 | Year ended 31 December 2022 |
| Unaudited | Unaudited | Audited |
| £ | £ | £ |
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 to 30 June 2023 | Six months to 30 June 2022 | Year ended 31 December 2022 |
| Unaudited | Unaudited | Audited |
| £ | £ | £ |
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 to leasehold property | Plant & equipment | Right of use asset | Total | |
| £ | £ | £ | £ | |
| | | | | |
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 & Patents | Total |
| £ | £ |
| | |
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 June 2023 | As at 30 June 2022 | As at 31 December 2022 |
| Unaudited | Unaudited | Audited |
| £ | £ | £ |
| | | |
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 £87,369 (30 June 2022: £355,610; 31 December 2022 £188,036) 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 June 2023 | As at 30 June 2022 | As at 31 December 2022 |
| Unaudited | Unaudited | Audited |
| £ | £ | £ |
| | | |
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 June 2023 | As at 30 June 2022 | As at 31 December 2022 |
| Unaudited | Unaudited | Audited |
| £ | £ | £ |
| | | |
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 fully paid | | No | £ |
| | Ordinary Shares of 0.1p each | Ordinary Shares of 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 Options & Warrants
| Weighted average exercise price per share | Number of Options & Warrants
| Weighted average exercise price per share | Number of Options & Warrants
| Weighted average exercise price per 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 of grant | Number of ordinary shares under option at 1 January 2023 | Granted during period | Exercised during period | Lapsed/ waived during period | Number of ordinary shares under option at 30 June 2023 | Weighted average exercise price | Expiry date |
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 of grant | Number of warrants at 1 January 2023 | Granted during period | Exercised during period | Lapsed during period | Number of warrants at 30 June 2023 | Weighted average exercise price | Expiry date |
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) £418,000 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 Expected volatility Expected life Risk-free interest rate Expected dividend yield Possibility of ceasing employment before vesting Fair value per option/warrant | 23 Jan 2023 87% 19 months 3.40% - -
0.03p | 23 Jan 2023 87% 10 months 3.40% - -
0.01p | 12 Oct 2022 62% 8 years 4.40% - -
0.12p | 8 Apr 2022 62% 8 years 1.76% - -
0.22p
| 18 Mar 2021 31% 10 years 2.00% - -
0.15p
| 18 Oct 2020 50% 10 years 2.50% - -
0.6p | ||||
| | | | | |
| ||||
The expense recognised by the Group for share based payments during the period ended 30 June 2023 was £564,292 (30 June 2022: £265,934; 31 December 2022: £338,864).
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 of grant | Held at 1 January 2023 | Surrendered during the period | Granted during the period | Held at 30 June 2023 | Exercise price |
J Allardyce | 18/03/2021 | 62,500,000 | - | - | 62,500,000 | £0.001 |
| 08/04/2022 | 156,105,002 | - | - | 156,105,002 | £0.001 |
M Boughtwood | 08/04/2022 | 156,105,002 | - | - | 156,105,002 | £0.001 |
P Tierney | 12/10/2022 | 690,790,814 | - | - | 690,790,814 | £0.001 |
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 £Nil (30 June 2022: £5,000; 31 December 2022: £Nil) 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 £87,369 (30 June 2022: £137,369; 31 December 2022: £137,369), Brent Fitzpatrick £Nil (30 June 2022: £83,005; 31 December 2022 £50,667), Jack Allardyce £Nil (30 June 2022: £96,268; 31 December 2022 £Nil), Nicholas Tulloch £Nil (30 June 2022: £38,968; 31 December 2022 £Nil).
13. POST PERIOD EVENT
In June 2023 the Company raised (before expenses) £517,000 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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