30 September 2024
DG Innovate plc
("DG Innovate", the "Company", or the "Group")
Interim results for the six months ended 30 June 2024
DG Innovate (LSE: DGI), the advanced research and development company developing pioneering solutions in sustainable mobility and energy storage, announces the Company's unaudited interim results for the six months ended 30 June 2024.
Chief Executive's Report
We continued to make excellent progress on the development of our electric mobility and energy storage technologies during the first half of 2024. By the end of January we had highlighted the breadth of commercial opportunities for our Pareta® drive technology with the news that "Approval in Principle" had been received from Lloyd's Register for its use in marine vessels, as well as signing a Joint Development Agreement with a tier one commercial vehicle components company to jointly develop systems for heavy goods vehicles. Post period end, in July initial prototypes were delivered to the partner in the latter project, with our technical team now supporting testing at the partner's facility.
In March, we entered into a Memorandum of Understanding ("MoU") with EVage Automotive Pvt. Limited ("EVage"), an Indian electric vehicle maker and automotive technology company. Work continues to conclude the proposed establishment of the associated joint venture in India to manufacture and supply a range of our Pareta® e-drives, and technical specifications for the first motors to be produced there are now being finalised. We continue to target production during 2025.
In May we raised £786,500 through a placing with new and existing investors to continue to fund our commercialisation journey. Post period end, in September, we announced a further fundraising which is expected to ultimately raise in excess of £800,000 on the conclusion of a subscription by certain members of the Company's management team, post the publication of these interim results and the end of the associated close period. We believe this clearly underpins the team's belief in DGI's technology and prospects.
June saw a major shift within the Company's management team, as our founder and former CTO Martin Boughtwood departed DGI, and we appointed ex-Tesla electric motor design engineer Pierre Pellerey to the same position. Pierre's motor designs are in more than 3 million electric vehicles worldwide, and the Board believes he is the perfect candidate to get DGI's products to market.
We also welcomed Sir Michael Fallon and Mark Carleton as Non-Executive Directors in June and (post-period end) July respectively. We believe their impressive credentials lend further credibility to DGI and that their experience will be a major asset to the Board. We also bid farewell to our Non-Executive Chairman Nick Tulloch and Non-Executive Director Peter Tierney, formerly CEO. We remain extremely grateful for their contributions to the Company.
We look forward to updating shareholders further in due course.
Peter Bardenfleth Hansen
Chief Executive Officer
Financial Review
For the six months to 30 June 2024, the Group recorded a loss before tax of £3,044,070 (30 June 2023: £1,908,253; 31 December: 2023: £3,775,945) There was revenue of £116,400 (30 June 2023: £30,240; 31 December 2023: £30,240) together with £250,623 (30 June 2023: £399,641; 31 December 2023: £618,021) of grant income in the period.
Cash flow
As at 30 June 2024 the Group held cash of £818,462 (30 June 2023: £159,958; 31 December 2023: £1,879,70) in the bank account. The Company raised £786,500 in May 2024 through placing of 786,500,000 new shares.
For further information please contact:
DG Innovate plc | C/O IFC |
Peter Bardenfleth- Hansen (CEO) Jack Allardyce (CFO) |
|
IFC Advisory (Investor Relations) | 020 3934 6630 |
Tim Metcalfe Zach Cohen |
|
Grant Thornton UK LLP (Financial Adviser) | 020 7383 5100 |
Samantha Harrison Jamie Barklem Ciara Donnelly |
|
Cavendish Capital Markets Limited (Corporate Broker) Adrian Hadden / George Lawson (Corporate Finance) George Budd (Sales)
| 020 7220 0500
|
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED 30 JUNE 2024
|
Notes | Six months ended 30 June | Six months ended 30 June | Year ended 31 December |
|
| 2024 | 2023 | 2023 |
| | Unaudited | Unaudited | Audited |
| | £ | £ | £ |
Revenue | |
|
|
|
Turnover | | 116,400 | 30,240 | 30,240 |
| | | | |
Cost of sales | | (88,771) | (24,662) | (19,729) |
| |
|
|
|
Gross Profit |
| 27,629 | 5,578 | 10,511 |
| | | | |
Grant income | | 250,623 | 399,641 | 618,021 |
Other income | | 2,542 | 802 | 2,993 |
| |
| | |
Administrative expenses | 3 | (2,247,093) | (1,734,306) | (3,092,186) |
Share based payments | | (931,245) | (564,292) | (1,324,443) |
| | | | |
Operating loss | | (2,897,544) | (1,892,577) | (3,785,104) |
| | | | |
Finance income | | 449 | 50 | 66 |
Finance cost | | (146,975) | (15,726) | (45,078) |
Other gains and losses | | - | - | (77,272) |
| | | | |
Loss on ordinary activities before taxation | | (3,044,070) | (1,908,253) | (3,907,388) |
| | | | |
Income tax | | - | - | 131,443 |
| | | | |
Loss for the period and total comprehensive loss attributable to the equity holders | | (3,044,070) | (1,908,253) | (3,775,945) |
| | | | |
| | | | |
Earnings per share (pence) | | | | |
- Basic & diluted | 4 | (0.029) | (0.021) | (0.04) |
| | | | |
| | | | |
| | | | |
All operating income and operating gains and losses relate to continuing activities.
There was no other comprehensive income for the period (30 June 2023: £Nil; 31 December 2023: £Nil).
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED 30 JUNE 2024
| Share Capital | Share Premium | Capital Redemption Reserve | Reverse Acquisition Reserve (Restated*) | Merger Reserve | Share Option Reserve (Restated*)
| CLNs Equity Reserve | Retained earnings
| Total |
Balance at 1 January 2024 | 9,311,948 | 31,998,163 | 8,783,824 | (64,124,885) | 26,987,257 | 1,198,855 | 490,794 | (10,266,313) | 4,379,643 |
Comprehensive income Loss for the period |
- |
- |
- |
- |
- |
- |
- |
(3,044,070) |
(3,044,070) |
Share based payments | - | - | - | - | - | 931,245 | - | - | 931,245 |
|
|
|
|
|
|
|
|
|
|
Total Comprehensive loss | - | - | - | - | - | 931,245 | - | (3,044,070) | (2,112,825) |
|
|
|
|
|
|
|
|
|
|
Total contributions by and distributions to owners of the Group | | | | | | | | |
|
Issue of share capital net of issue costs | 80,770 | 657,358 | - | - | - | - | - | - | 738,128 |
|
|
|
|
|
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|
|
|
|
As at 30 June 2024 | 9,392,718 | 32,655,521 | 8,783,824 | (64,124,885) | 26,987,257 | 2,130,100 | 490,794 | (13,310,383) | 3,004,946 |
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|
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|
|
|
|
|
|
|
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Balance at 1 January 2023 (as restated*) | 8,842,715 | 31,518,134 | 8,783,824 | (64,124,885) | 26,987,257 | 699,385 | - | (7,315,340) | 5,391,090 |
Comprehensive income Loss for the period |
- |
- |
- |
- |
- |
- |
- |
(3,775,945) |
(3,775,945) |
Share based payments | - | - | - | - | - | 1,324,442 | - | - | 1,324,442 |
|
|
|
|
|
|
|
|
|
|
Total Comprehensive loss | - | - | - | - | - | 1,324,442 | - | (3,775,945) | (2,451,503) |
|
|
|
|
|
|
|
|
|
|
Total contributions by and distributions to owners of the Group | | | | | | | | | |
Issue of share capital net of issue costs | 469,233 | 480,029 | - | - | - | - | - | - | 949,262 |
Issue of convertible loan notes | - | - | - | - | - | - | 490,794 | - | 490,794 |
Reclassification of lapsed or cancelled share based payments | - | - | - | - | - | (824,972) | - | (824,972) | - |
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|
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|
|
|
|
|
|
|
As at 31 December 2023 | 9,311,948 | 31,998,163 | 8,783,824 | (64,124,885) | 26,987,257 | 1,198,855 | 490,794 | (10,266,313) | 4,379,643 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 January 2023 (as restated*) | 8,842,715 | 31,518,134 | 8,783,824 | (64,124,885) | 26,987,257 | 699,385 | - | (7,315,340) | 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) |
|
|
|
|
|
|
|
|
|
|
Total contributions by and distributions to owners of the Group | | | | | | | | | |
Issue of share capital net of issue costs | 365,833 | 187,985 | - | - | - | - | - | - | 553,818 |
|
|
|
|
|
|
|
|
|
|
As at 30 June 2023 | 9,208,548 | 31,706,119 | 8,783,824 | (64,124,885) | 26,987,257 | 1,263,677 | - | (9,223,593) | 4,600,947 |
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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 comparative figures have been restated, refer to note 32 of the audited accounts for the year ended 31 December 2023 for further details.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
FOR THE SIX MONTHS ENDED 30 JUNE 2024
|
Notes | As at 30 June | As at 30 June | As at 31 December |
|
| 2024 | 2023 (restated*) | 2023 |
|
| Unaudited | Unaudited | Audited |
|
| £ | £ | £ |
| |
|
|
|
ASSETS | | | | |
Non-current assets | | | | |
Property, plant and equipment | 5 | 583,844 | 748,904 | 536,229 |
Intangible asset | 6 | 4,285,829 | 4,462,676 | 4,419,286 |
| | | | |
Current assets | | | | |
Trade and other receivables | 7 | 435,854 | 418,332 | 404,736 |
Cash and cash equivalents | | 818,462 | 159,958 | 1,879,701 |
| | 1,254,316
| 578,290
| 2,284,437 |
LIABILITIES | | | | |
Current liabilities | | | | |
Trade and other payables | 8 | (766,565)
| (667,872)
| (564,864) |
Net Current Assets | | 487,751 | (89,582) | 1,719,573 |
| | | | |
Non-current liabilities | 9 | (2,317,624) | (489,481) | (2,262,273) |
| | | | |
Provision for liabilities | | (34,854) | (31,570) | (33,172) |
| | | | |
NET ASSETS | | 3,004,946 | 4,600,947 | 4,379,643 |
SHAREHOLDERS' EQUITY | | | | |
Called up share capital | 11 | 9,392,718 | 9,208,548 | 9,311,948 |
Capital redemption reserve | | 8,783,824 | 8,783,824 | 8,783,824 |
Share premium account | | 32,655,521 | 31,706,119 | 31,998,163 |
Share option reserve | | 2,130,100 | 1,263,677 | 1,198,855 |
Merger reserve | | 26,987,257 | 26,987,257 | 26,987,257 |
Reverse acquisition reserve | | (64,124,885) | (64,124,885) | (64,124,885) |
CLN equity reserve | | 490,794 | - | 490,794 |
Retained earnings | | (13,310,383) | (9,223,593) | (10,266,313) |
TOTAL EQUITY | | 3,004,946 | 4,600,947 | 4,379,643 |
| | | | |
\* The comparative figures as at 30 June 2023 have been restated, refer to note 32 of the audited accounts for the year ended 31 December 2023 for further details.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED 30 JUNE 2024
|
| Six months to 30 June | Six months to 30 June | Year ended 31 December |
|
| 2024 | 2023 | 2023 |
|
| Unaudited | Unaudited | Audited |
| | £ | £ | £ |
Loss for the period after tax | | (3,044,070) | (1,908,253) | (3,775,945) |
(Increase)/decrease in debtors | | (31,118) | 605,220 | 564,981 |
(Decrease)/increase in creditors within one year | | 232,191 | 50,912 | (6,999) |
Movement in provisions | | 1,682 | (1,524) | 3,126 |
Taxation | | - | - | (131,443) |
Share based payments | | 931,245 | 564,292 | 1,324,443 |
Finance income | | (449) | (50) | - |
Finance costs | | 146,975 | 15,726 | 45,076 |
Amortisation | | 133,457 | 170,392 | 303,847 |
Depreciation | | 59,480 | 63,435 | 125,678 |
Losses on disposal of fixed assets | | - | - | 77,272 |
Tax refunded | | - | 92,578 | 165,213 |
Net cash (outflow) / inflow from operating activities | | (1,570,607) | (347,272) | (1,304,751) |
| |
|
|
|
Cash flows from investing activities | |
|
|
|
Proceeds from disposal of property, plant and equipment | | - | - | 76,203 |
Purchase of property, plant and equipment | | (107,094) | (87,248) | (11,766) |
Purchase of intangible fixed assets | | - | (59,476) | (149,541) |
Finance income | | - | 50 | - |
Finance cost | | - | (15,726) | - |
Net cash used in investing activities | | (107,094) | (162,400)) | (85,104) |
| | | | |
Cash flows from financing activities |
|
|
|
|
Finance income | | 449 | - | - |
Finance cost | | (12,978) | - | (34,296) |
Issue of convertible loan notes | | - | - | 2,431,000 |
Issue costs on convertible loan notes | | - | - | (102,892) |
Proceeds from issue of shares net of issue cost | | 738,128 | 418,000 | 828,237 |
Repayment of borrowings | | (84,849) | (40,620) | (135,729) |
(Repayment)/increase of lease liabilities | | (24,288) | 57,260 | (44,686) |
Proceeds from borrowings | | - | - | 92,932 |
Net cash generated from financing activities | | 616,462 | 434,640 | 3,034,566 |
| | | | |
Net increase/(decrease) in cash and cash equivalents | | (1,061,239) | (75,032) | 1,644,711 |
Cash and cash equivalents at beginning of period | | 1,879,701 | 234,990 | 234,990 |
Cash and cash equivalents at end of period | | 818,462 | 159,958 | 1,879,701 |
| | | | |
| | | | |
| | | | |
NOTES TO THE FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2024
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 2024 have been prepared on the basis of the accounting policies set out in the Company's 2023 annual report and accounts along with standards which have become effective after 31 December 2023. The interim accounts do not constitute statutory accounts as defined by section 434 of the Companies Act 2006. The auditor has reported on the 2023 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 2023 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 2023 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 2023: £Nil; 31 December 2023: £Nil). The carrying value of the intangible assets of the two identified CGUs as at 30 June 2024 are Enhanced Drive Technology £2,217,675 (30 June 2023: £2,252,887; 31 December 2023: £2,280,313) and Enhanced Battery Technology £2,068,154 (30 June 2023: £2,209,789; 31 December 2023: £2,138,973).
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 2024 | Six months to 30 June 2023 | Year ended 31 December 2023 |
| Unaudited | Unaudited | Audited |
| £ | £ | £ |
Directors remuneration | 688,628 | 393,292 | 1,748,174 |
Other administrative expenses | 1,558,465 | 1,341,014 | 1,344,012 |
| 2,247,093 | 1,734,306 | 3,092,186 |
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 2024 | Six months to 30 June 2023 | Year ended 31 December 2023 |
| Unaudited | Unaudited | Audited |
| £ | £ | £ |
Net loss for the period | (3,044,070) | (1,908,253) | (3,775,945) |
| | | |
The weighted average number of shares in the period were: | | | |
| | | |
Basic and dilutive ordinary shares | 10,352,748,440 | 9,147,913,081 | 9,646,619,216 |
| | | |
Basic and dilutive earnings/(loss) per share (pence) | (0.029) | (0.021) | (0.04) |
5. PROPERTY, PLANT AND EQUIPMENT
| Improvements to leasehold property | Plant & equipment | Right of use asset | Total | |
| £ | £ | £ | £ | |
| | | | | |
Cost | | | | | |
At 1 January 2024 | 314,294 | 1,030,575 | 451,978 | 1,796,847 | |
Additions | 28,273 | 78,821 | - | 107,094 | |
|
|
|
|
| |
At 30 June 2024 | 342,567 | 1,109,396 | 451,978 | 1,903,941 | |
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| |
| | | | | |
Depreciation | | | | | |
Depreciation at 1 January 2024 | 314,294 | 850,265 | 96,058 | 1,260,617 | |
Charge in the period | 1,745 | 29,268 | 28,467 | 59,480 | |
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|
| |
Depreciation at 30 June 2024 | 316,039 | 879,533 | 124,525 | 1,320,097 | |
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|
| |
| | | | | |
Carrying value | | | | | |
At 30 June 2024 | 26,528 | 229,863 | 327,453 | 583,844 | |
At 31 December 2023 | - | 180,310 | 355,920 | 536,230 | |
At 30 June 2023 | - | 359,551 | 389,353 | 748,904 | |
| | | | |
|
6. intangible ASSETS
| IPR & Patents | Total |
| £ | £ |
| | |
Cost | | |
At 1 January 2024 | 7,218,295 | 7,218,295 |
Additions | - | - |
|
|
|
At 30 June 2024 | 7,218,295 | 7,218,295 |
|
|
|
| | |
Amortisation | | |
Amortisation at 1 January 2024 | 2,799,009 | 2,799,009 |
Charge in the period | 133,455 | 133,455 |
|
|
|
Amortisation at 30 June 2024 | 2,932,464 | 2,932,464 |
|
|
|
| | |
Carrying value | | |
At 30 June 2024 | 4,285,831 | 4,285,831 |
At 31 December 2023 | 4,419,286 | 4,419,286 |
At 30 June 2023 | 4,462,676 | 4,462,676 |
On 8 April 2022 the Company completed the reverse takeover and acquired 100% of the ordinary share capital of Deregallera Holdings Ltd, a company incorporated in England and Wales.
No impairment has been accounted for this interim period. An impairment review will be carried out at the year end.
7. TRade and other RECEIVABLES
| As at 30 June 2024 | As at 30 June 2023 | As at 31 December 2023 |
| Unaudited | Unaudited | Audited |
| £ | £ | £ |
| | | |
Trade receivables | 2,166 | - | - |
Prepayments | 61,012 | 69,811 | 120,968 |
Other taxes and social security | 223,696 | 260,889 | 168,695 |
Other debtors | 148,980 | 87,632 | 115,073 |
| 435,854 | 418,332 | 404,736 |
Also included in other debtors are amounts repayable of £87,369 (30 June 2023: £87,369; 31 December 2023: £87,369) 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 2024 | As at 30 June 2023 | As at 31 December 2023 |
| Unaudited | Unaudited | Audited |
| £ | £ | £ |
| | | |
Trade payables | 254,793 | 190,961 | 91,724 |
Accruals and deferred income | 307,669 | 188,241 | 233,221 |
Loans and other borrowings | 97,679 | 87,679 | 132,786 |
Lease liabilities | 75,803 | 74,548 | 75,166 |
Other creditors | 30,621 | 126,443 | 31,967 |
| 766,565 | 667,872 | 564,864 |
9. non-current liabilities
| As at 30 June 2024 | As at 30 June 20223 | As at 31 December 2023 |
| Unaudited | Unaudited | Audited |
| £ | £ | £ |
| | | |
Convertible loan notes (note 10) | 1,982,092 | - | 1,848,094 |
Other loans and other borrowings | 43,417 | 140,442 | 93,159 |
Lease liabilities | 280,030 | 328,994 | 304,955 |
Other creditors | 12,085 | 20,045 | 16,065 |
| 2,317,624 | 489,481 | 2,262,273 |
10. convertible loan notes
On 11 December 2023, the Company authorised the issue of £2,431,000 in convertible loan notes ("CLNs"). The CLNs have no coupon and are convertible into the Company's ordinary shares of 0.01 pence at a price of 0.035 pence per share. They are convertible (i) after one year, subject to the availability of a valid exemption from the requirement to prepare a prospectus in respect of the Ordinary Shares arising from the conversion; or (ii) following admission of the Company's ordinary share capital to the AIM Market of the London Stock Exchange.
| As at 30 June 2024 | As at 30 June 20223 | As at 31 December 2023 |
| Unaudited | Unaudited | Audited |
| £ | £ | £ |
| | | |
Equity element | 490,794 | - | 490,794 |
Liability element | 1,848,094 | - | 1,837,314 |
Interest charge in the period | 133,998 | - | 10,780 |
| 2,472,886 | - | 2,338,888 |
11. SHARE Capital
| | | |
Allotted, called up and fully paid | | | |
|
| Ordinary Shares of 0.1p each | |
|
| No | £ |
| |
|
|
|
|
|
|
At 1 January 2023 | | 8,842,715,107 | 8,842,715 |
Issue of shares | | 365,833,333 | 365,833 |
At 18 July 2023 |
| 9,208,548,440 | 9,208,548 |
Subdivided 0.1p each Ordinary Shares* |
|
|
|
|
| Share Capital |
|
|
| No | £ |
|
|
|
|
|
| | |
At 19 July 2023 |
| | |
0.01p each Ordinary Shares |
| 9,208,548,440 | 920,854 |
0.09p each Deferred Shares** |
| 9,208,548,440 | 8,287,694 |
Issue of Ordinary Shares of 0.01p each |
| 1,034,000,000 | 103,400 |
At 31 December 2023 |
| 19,451,096,880 | 9,311,948 |
|
| Share Capital |
|
|
| No | £ |
|
|
|
|
At 1 January 2024 |
| | |
0.01p each Ordinary Shares |
| 10,242,548,440 | 1,024,254 |
0.09p each Deferred Shares |
| 9,208,548,440 | 8,287,694 |
Issue of Ordinary Shares of 0.01p each |
| 807,700,000 | 80,770 |
At 30 June 2024 |
| 20,258,796,880 | 9,392,718 |
*Resolution was passed on 19 July 2023 to subdivide one 0.1p Ordinary Share into one 0.01p Ordinary Share and one 0.09 Deferred Share.
** The deferred shares have no economic rights and therefore have been excluded from earnings per share calculation.
12. share options and warrants
Movement in the number of options and warrants outstanding and their related weighted average exercise price, since 31 December 2023 are as follows:
| At 30 June 2024 | At 30 June 2023 | At 31 December 2023 |
| ||||||
| 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 | 10,298,584,962 | 0.08p | 3,937,526,910 | 0.33p | 3,937,526,910 |
0.33p | ||||
Granted | 500,000,000 | 0.01p | 368,333,333 | 0.18p | 7,625,747,619 | 0.04p | ||||
Exercised | (21,200,000) | 0.10p | - | - | - | - | ||||
Modified | - | - | - | - | (156,105,002) | - | ||||
Expired or waived | (2,429,823,984) | 0.17p | (3,975,633) | 0.10p | (1,108,584,565) | 0.10p | ||||
At period end | 8,347,560,978 | 0.09p | 4,301,884,610 | 0.16p | 10,298,584,962 | 0.08p | ||||
The following share options have been granted by the Company and are outstanding as at the period end of 30 June 2024:
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 | 1.0p | 29/03/2027 |
30/03/2017 | 2,937,500 | - | - | - | 2,937,500 | 2.0p | 29/03/2027 |
18/03/2021 | 638,965,001 | - | - | - | 638,965,001 | 0.1p | 07/10/2030 |
08/04/2022 | 320,616,397 | - | - | (4,648,164) | 315,968,233 | 0.1p | 18/03/2031 |
12/10/2022 | 264,803,145 | - | - | - | 264,803,145 | 0.1p | 13/04/2032 |
11/12/2023 | 6,000,000,000 | - | - | (497,267,760) | 5,502,732,240 | 0.03p | 10/12/2033 |
11/12/2023 | 1,000,000,000 | - | - | (497,267,760) | 502,732,240 | 0.06p | 10/12/2033 |
10/06/2024 | - | 500,000,000 | - | - | 500,000,000 | 0.10p | 09/06/2027 |
Total | 8,237,197,043 | 500,000,000 | - | (999,183,684) | 7,738,013,359 | 0.05p |
|
All options outstanding at the period end are exercisable at that date.
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 | - | (5,000,000) | (640,640,300) | - | 0.25p | 07/04/2024 |
23/01/2023 | 368,333,333 | - | - | | 368,333,333 | 0.18p | 30/01/2025 |
19/07/2023 | 51,700,000 | - | (16,200,000) | - | 35,500,000 | 0.05p | 21/07/2024 |
11/12/2023 | 205,714,286 | - | - | - | 205,714,286 | 0.18p | 10/12/2024 |
10/06/2024 | - | 500,000,000 | - | - | 500,000,000 | 0.10p | 09/06/2024 |
Total | 2,061,387,919 | 500,000,000 | (21,2000,000) | (1,430,640,300) | 1,109,547,619 | 0.11p |
|
In June 2024 the Company appointed Pierre Pellerey as Chief Technical Officer and granted him 500,000,000 warrants at an exercise price of 0.1 pence.
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 | Warrants | ||||||
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 | 18 Mar 2021 70% 10 years 3.40% - -
0.005p | 08 Apr 2022 70% 10 years 3.40% - -
0.005p | 30 Jan 2023 70% 1.6 years 3.40% - -
0.022p | 21 Jul 2023 70% 10 years 4.40% - -
0.011p
| 11 Dec 2023 70% 10 years 3.40% - -
0.032p
| 10 Jun 2024 96% 3 years 4.10% - -
0.054p | ||||||
| | | | | |
| ||||||
The expense recognised by the Group for share based payments during the period ended 30 June 2024 was £931,245, (30 June 2023: £564,292; 31 December 2023: £1,324,443).
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.
13. related party transactions
Share Options
The following share options were held by the active directors during the period:
Director | Date of grant | Held at 1 January 2024 | Surrendered/ lapsed during the period | Granted during the period | Held at 30 June 2024 | 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 |
P Tierney | 12/10/2022 | 264,803,145 | - | - | 264,803,145 | £0.001 |
M Boughtwood | 11/12/2023 | 1,000,000,000 | (497,267,760) | - | 502,732,240 | £0.0003 |
| 11/12/2023 | 1,000,000,000 | (497,267,760) | - | 502,732,240 | £0.0006 |
C Eidem | 11/12/2023 | 2,000,000,000 | - | - | 2,000,000,000 | £0.0003 |
P Bardenfletch-Hansen | 11/12/2023 | 1,500,000,000 | - | - | 1,500,000,000 | £0.0003 |
J Rudat | 11/12/2023 | 1,500,000,000 | - | - | 1,500,000,000 | £0.0003 |
Total |
| 7,483,408,147 | (994,535,520) | - | 6,488,872,627 |
|
Transaction with related party
During the period Gareth Boughtwood (son of Martin Boughtwood, an ex-director in the Group) was paid £723 (30 June 2023: £Nil; 31 December 2023: £1,196) 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 2023: £87,369; 31 December 2023: £87,369).
14. POST PERIOD EVENT
In September 2024 the Company raised gross proceeds of £550,000 via a placing of new ordinary shares with new and existing investors, and a further £67,275 from a retail offer to existing shareholders. The total number of new shares issued was 823,034,007 at a price of 0.075p each, with a further 28,035,840 shares issued at the same price to cover certain liabilities due to a creditor. In addition, the Company announced that certain members of its management team intend to subscribe for, in aggregate, £200,000 through a subscription at the same issue price. This was subject to the publication of the Company's 2024 interim accounts and the end of the associated closed period under UK MAR, and to the relevant individuals not being in possession of any other unpublished price sensitive information at such time.
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