Chief Executive's Statement

I am pleased to report on our strategic progress and business performance for the 6 months ended 30 September 2023.

During the period, Libertine has supported the adoption and use of our Linear Generator technology platforms by our OEM customers and strategic development partners, in line with our strategy.

Our mission is to bring forward the widespread use of Linear Generators in transport and distributed power applications.

Business Overview

Manufacturers of heavy-duty commercial vehicles have pledged to go "fossil free" by 2040 through a combination of powertrain technologies that include battery electrification, green hydrogen, renewable biofuels and synthetic low carbon fuels. Achieving this will require the rapid deployment of fossil fuel-free capable trucks by 2030; however, this can only happen if there is large demand from transport operators based on the use case economics for such trucks.

Battery electrification is not a universal solution to the problem of decarbonising transport. A number of significant economic barriers prevent trucks powered solely by battery electric powertrain technology from achieving decarbonisation of the heavy goods transport industry, including:

·    reduced payload, due to the size and weight of batteries required;

·    unproductive miles and hours, to charge the batteries;

·    few charging points, creating uncertainty for truck operators and the need for off-route miles; and

·    higher vehicle costs, predominantly due to the battery costs.

Libertine has developed the intelliGEN? and HEXAGEN? Linear Generator technology platforms which have the potential to complement battery electrification within hybrid powertrains, addressing the significant economic barriers set out above.

Linear Generators are already in commercial use in distributed power generation applications, displacing conventional generators due to their favourable operating economics compared to today's less efficient internal combustion engine generator technology.

Libertine's technology will help meet the global need for clean, reliable and affordable transport and electrical power wherever it is needed, transforming the lives of millions of people.

Strategic Priorities

Libertine's proposed technology licensing model supports stage-gated development by OEM partners seeking to address key performance, technical, economic and route-to-market risks and to develop their own proprietary combustion systems and product integration IP. In the near term, in addition to grants, Libertine expects to continue to generate a high proportion of its revenue in engineering fees for developing and providing linear e-machine hardware, controls and developer tools to power generator OEM customers.

Over time, as client development programmes result in the launch of commercial Linear Generator products, Libertine expects to increase the proportion of revenue generated from advance licence fees and from royalties charged per unit on every Linear Generator product or system that uses Libertine's technology.

During the period, Libertine has completed its work on the integration of its HEXAGEN? electrical linear generator technology with Hyliion. We were delighted to support the demonstration of Hyliion's KARNO? Hypertruck at the ACT Expo in Anaheim, California in May 2023.

Libertine has also advanced its intelliGEN? linear generator platform through the completion of a grant funded program with BEIS. Having completed the design and manufacture of a performance validation prototype Linear Generator, "LGN120", we have completed a first phase of combustion testing at MAHLE Powertrain. In advance of further combustion testing we are taking the opportunity to implement a number of performance and durability enhancements, which are planned to satisfy entry requirements for OEM product development programmes. We expect to demonstrate these enhancements in Q1 2024.  

Commercial interest in Libertine's technology platform within powertrain, stationary power and gas compression applications remains strong, and we expect to support the use of our technology within further OEM product development programmes.

Market Overview

The addressable market for Linear Generators is significant, including over twelve million heavy duty and light duty commercial vehicles, and more than one million distributed power generator sets for energy storage, off-grid and waste-to-energy applications. Libertine's technology platform is scalable across multiple market segments and geographies, covering applications from 1-250 kilowatts of electrical power.

During the period, work has focused on the completion of performance validation prototypes for both the intelliGEN? and HEXAGEN? platforms. We have also progressed commercial interest across other application sectors, including distributed power and hydrogen compression.

Technical Progress

Investment in core technology development has increased in-line with IPO plans. During the period we are pleased to have delivered a number of performance validation prototypes to customer / partner testing sites in the UK and US and have provided on-site support to these testing programmes. We have achieved a number of technical milestones, including progressions across durability, efficiency and power output metrics in line with our technology roadmap expectations.

Core technical development in FY2023/24 is focused on specific changes required to the intelliGEN? and HEXAGEN? platforms to improve durability and operations across a wider range of compression ratios for fuel flexibility, cold start, transient and lean operation.

Financial Performance

During the period, Libertine has continued to support the integration of its HEXAGEN? technology platform with Hyliion Holdings Corp. (NYSE: HYLN, "Hyliion") and develop its intelliGEN? technology platform through grant funded operations with the Department for Business, Energy and Industrial Strategy ("BEIS"), alongside a number of other commercial projects.

The Group delivered £121k of commercial revenue and £36k of grant income in the period through the finalisation of programmes with Hyliion and BEIS.  

As of 30 September 2023, the Group had cash reserves of £0.9m.

Outlook

We are pleased to have completed work on performance validation prototypes for both the intelliGEN? and HEXAGEN? platforms. We are currently working on performance and durability enhancements, which we expect to meet the requirements of OEM product development programmes expected to commence in 2024.

Commercial interest in our intelliGEN? and HEXAGEN? technology platforms remains strong, supported by the technical progress demonstrated in 2023. Prospective customer applications span distributed power generation, heavy-duty vehicles, and gas compression. We are making good progress with a number of OEM and end product customers in the US, Europe, Middle East and India who we anticipate will incorporate our platform technology into their product development and demonstration programmes.

Management remains focused on partnering with OEMs to support the funding requirements for bringing the technology to market.

Financial Review

During the period we have continued to deliver on commercial and grant funded programmes for the development of the HEXAGEN? and intelliGEN? platforms. These programmes have resulted in the demonstration of our HEXAGEN? technology within Hyliion's KARNO? Hypertruck, and the completion of a first phase of combustion testing of Libertine intelliGEN? prototype hardware.

We remain committed to delivering on our current customer programmes and supporting the integration of our technology into the products of our OEM customers.

Financial Performance

Revenues and Grant Income

Commercial revenues in the period were generated from engineering services on a number of customer programmes. The majority of the commercial revenue came from engineering development with Hyliion.

Grant income in the period relates to the finalisation of a program BEIS to support the further development of the intelliGEN? platform to demonstrate hydrogen and compressed natural gas ("CNG") fuel flexibility.

Expenses

Cost of sales and administrative expenses reduced in the period in-line with incomes, and as a result of a lower run rate for core technical development as work was focused on specific performance and durability enhancements on the intelliGEN? and HEXAGEN? platforms.

Adjusted EBITDA

The Adjusted EBITDA loss of £1.2m (HY2022/23: £1.7m) decreased on the prior period as a result of the planned reduction in core technical development.

Adjusted EBITDA is calculated after adding back operating costs of an exceptional nature, which are not considered to form part of the underlying performance. The reconciliation of adjusted EBITDA to the loss from operations for the financial period is shown in note 7.

Taxation

The tax credit for the current and prior period relates to research and development tax credits. No corporation tax charge has been incurred in the period as a result of the losses before taxation.

Cash

The Group end of period cash balance for HY2023/24 was £0.9m (HY2022/23: £4.8m, FY2022/23: £2.5m). In line with our plans set out at IPO, we have continued to invest in the development of our core technology platform and in the scale up of our operational teams to support OEM customers.

Given the supply chain challenges experienced in the prior year, we have built inventories to support expected sales of intelliGEN? prototype hardware during FY2023/24. Inventories have increased by £0.2m since the year end.

Accounting Policies

The consolidated financial information has been prepared consistently in accordance with UK-adopted International Accounting Standards.

Going Concern

The interim statement has been prepared on a going concern basis.

The Directors have undertaken a comprehensive assessment to consider the Group's ability to trade as a going concern for a period of twelve months from the date of approving the interim statement. As of 30 September 2023, the Group had cash reserves of £0.9m, in addition to outstanding debtors of £0.2m, inventories of £0.8m, corporation tax receivables due of £0.5m and current liabilities of £0.4m.

The Directors have robustly tested the going concern assumption in preparing the interim statement, taking into account the Group's liquidity position as at 30 September 2023 and a number of severe but plausible downside scenarios, which collectively would be considered remote. Absent of any additional revenues, the Group has funds required to maintain current operations, through to May 2024. The Group expects to secure new revenues and incomes within the next 12 months which are more than sufficient to support approving the interim statement as a going concern. The Directors acknowledge that uncertainty may arise with respect to both the timing and quantum of additional revenues and income. This indicates a material uncertainty which may cast significant doubt upon the Group's ability to continue as a going concern.

The Directors do however remain confident in the business model and believe the Group could be managed in a way to allow it to meet its ongoing commitments and obligations through mitigating actions including cost saving measures and securing alternative sources of funding should this be required. On that basis, the Directors consider it is appropriate to prepare the interim statement as a going concern and have not included the adjustments that would result if the Group was unable to continue as a going concern.

Interim Consolidated Statement of Comprehensive Income

for the six months ended 30 September 2023

The above results were derived from continuing operations.

There are no items of comprehensive income other than the loss for the period and therefore, no statement of other comprehensive income is presented.

The accompanying notes form part of the financial statements.

Consolidated Statement of Financial Position

as at 30 September 2023

The accompanying notes form part of the financial statements.

Interim Consolidated Statement of Changes in Equity

for the six months ended 30 September 2023

Issued capital and share premium account reflect the shares issued by the Company to date.

The merger reserve represents a reserve arising on consolidation, as a result of accounting for the share for share exchange in December 2021.

Share option reserve relates to the cumulative charges for share options.

Accumulated losses reflects the cumulative comprehensive losses of the Company.

Consolidated Statement of Cash Flows

for the six months ended 30 September 2023

Notes

1.    General information and basis of preparation

Libertine Holdings PLC ("Libertine" or the "Company") is a company incorporated and domiciled in the United Kingdom (registered number 13724783). The Company was incorporated on 5 November 2021 and is a public company limited by shares registered in England and Wales. The address of the Company's registered office is 1 Coborn Avenue, Tinsley, Sheffield, S9 1DA.

The principal activity of the Company is that of investment holding. The principal activity of the Group is the development of linear electrical machines.

The Interim Statement should be read in conjunction with the Company's last annual consolidated financial statements as at and for the year ended 31 March 2023.

The Interim Financial Statement has been prepared in accordance with UK adopted international accounting standards and UK Companies Act 2006.

The financial information for the period ended 30 September 2023 and the period ended 30 September 2022 is unaudited. The comparative financial information for the period ended 31 March 2023 in this interim report does not constitute statutory accounts for that period under 435 of the UK Companies Act 2006.

2.    Going Concern

The Interim Statement has been prepared on a going concern basis.

The Directors have undertaken a comprehensive assessment to consider the Group's ability to trade as a going concern for a period of twelve months from the date of approving the interim statement. As of 30 September 2023, the Group had cash reserves of £0.9m, in addition to outstanding debtors of £0.2m, inventories of £0.8m, corporation tax receivables due of £0.5m and current liabilities of £0.4m.

The Directors have robustly tested the going concern assumption in preparing the interim statement, taking into account the Group's liquidity position as at 30 September 2023 and a number of severe but plausible downside scenarios, which collectively would be considered remote. Absent of any additional revenues, the Group has funds required to maintain current operations, through to May 2024. The Group expects to secure new revenues and incomes within the next 12 months which are more than sufficient to support approving the interim statement as a going concern. The Directors acknowledge that uncertainty may arise with respect to both the timing and quantum of additional revenues and income. This indicates a material uncertainty which may cast significant doubt upon the Group's ability to continue as a going concern.

The Directors do however remain confident in the business model and believe the Group could be managed in a way to allow it to meet its ongoing commitments and obligations through mitigating actions including cost saving measures and securing alternative sources of funding should this be required. On that basis, the Directors consider it is appropriate to prepare the interim statement as a going concern and have not included the adjustments that would result if the Group was unable to continue as a going concern.

3.    Accounting policies

The principal accounting policies adopted in preparation of the Interim Statement of the Group have been applied consistently to all periods presented.  

4.    Revenue

Revenue arises from:

In the period ended 30 September 2023, one customer generated more than 10% of total revenue (30 September 2022: one). Revenue attributable to the customer was £115,000 (30 September 2022: £642,000).  

Revenue by category:

5.    Other Operating Income

Other operating income by category:

Government Grants

Grant income relates to government grant schemes aimed at supporting industrial research and development to bring new products and technologies to market and support the long-term sustainable growth of businesses. The Group enters into grant schemes to provide funding towards the further development of its technology platform.

6.    Operating segments

IFRS 8 requires that operating segments be identified on the basis of internal reporting and decision-making. The Company is operated as one business by its executive team, with key decisions being taken by the same leaders irrespective of the geography where work for clients is carried out. Management therefore consider that the Company has one operating segment. As such, no additional disclosure has been presented under IFRS 8.

7.    Reconciliation of GAAP to non-GAAP measures

The Group uses several 'non-GAAP' figures as comparable key performance measures, as they exclude the impact of items that are non-cash items and also items that are not considered part of ongoing underlying trade. The Group's 'non-GAAP' measures are not defined performance measures in IFRS. The Group's definition of the reporting measures may not be comparable with similar titled performance measures in other entities.

Adjusted earnings before interest, tax, depreciation, and amortisation ("EBITDA") is calculated as follows:

There are no differences between both the loss from operations and loss after tax, and the equivalent adjusted measures.

8.    Finance expense

9.    Taxation

The Group was not liable for corporation tax during the past two periods due to taxable losses being sustained in each of the periods reported. The tax credit for the current period relates to research and development tax credits.

The Group has not recognised a deferred tax asset in respect of trading losses incurred to date as the business is developing its products. When there is clear visibility of profits, the Group will recognise the deferred tax assets to the extent that sufficient taxable income will be available.

10.  Loss per share

Basic loss per share is based on the weighted average number of ordinary shares in issue during the period. Diluted loss per share would assume conversion of all potentially dilutive ordinary shares arising from the share schemes detailed in note 15. Due to the losses in both periods there are no potentially dilutive ordinary shares, and therefore there is no difference between the basic and diluted loss per share.

Adjusted loss per share

The calculation of adjusted loss per share is based on the adjusted loss after tax, as per note 7. Adjusted earnings per share figures are given to exclude the effects of exceptional items and pre-reorganisation finance costs, all net of taxation, and are considered to show the underlying performance of the Group.

11.  Trade and other receivables

The Group had past due trade receivables of £88,000 as at 30 September 2023 (30 September 2022: £nil).

Trade receivables are non-interest bearing and receivable under normal commercial terms. The Directors consider that the carrying amount of trade and other receivables approximates to their fair value and that no impairment is required at the reporting dates. Trade and other receivables represent financial assets and are assessed for impairment on an expected credit loss model. There is no expected credit loss provision for impairment at 30 September 2023 (30 September 2022: £nil).

The impairment loss recognised in the income statement for the period in respect of expected credit losses was £nil (HY2022/23: £nil).

12.  Trade and other payables

The fair values of the Company's trade and other payables are considered to equate to their carrying amounts.

13.  Share Capital

14.  Share Premium Account

Share premium is the amount subscribed for share capital in excess of nominal value.

15.  Share-based payments

Since 2017, before the incorporation of Libertine Holdings PLC, options have been granted by Libertine FPE Limited to Directors, employees and suppliers to purchase Ordinary Shares. Libertine FPE Limited has issued both EMI and unapproved share options. The options were due to vest over a period of up to ten years from grant date and were exercisable in the event of a listing.

In February 2023, Libertine Holdings PLC implemented a new Long Term Incentive Plan ("LTIP") for all employees. The initial number of options issued to all employees of 7,182,314 are subject to the achievement of performance conditions in respect of the three financial years to 31 March 2025. Performance conditions are aligned to shareholder value creation and focus on key financial and operational metrics, consistent with the Group's investment case. The number of options achieved under the scheme will be determined by the Remuneration Committee at the end of each financial year, and a maximum of one third of the allocation can be achieved each year. The scheme is subject to both good leaver / bad leaver provisions and malus / clawback provisions. A one-year retention period for 50% of vesting options applies at the vesting date.

The LTIP was issued as an EMI scheme. The EMI scheme is open to all qualifying employees who are an employee within the Group working 25 hours per week, or if less, at least 75% of their working time.

Details of the option plans are as follows:

The weighted average exercise price on outstanding options at 30 September 2023 is £0.01 (30 September 2022: £0.02).

The expected volatility is based on the historical volatility (based on the share price) of comparator companies with publicly available share prices. The risk-free interest rate is based on the average return on ten-year UK gilts. Assumed retention of the options was 100%.

The fair value of each option granted was estimated on the grant date using the Black-Scholes option-pricing model with the following assumptions:

The total share option charge in the period was £67,000 (HY2022/23: £nil).

16.  Events after the balance sheet date

No matters have arisen since the balance sheet date.

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