Final Results

RNS Number : 5010W
LifeSafe Holdings PLC
18 April 2023
 

For immediate release

18 April 2023

 

LifeSafe Holdings plc

('LifeSafe', the 'Group' or the 'Company')

 

Final Results for the year ended 31 December 2022

 

Excellent operational and strategic performance

 

LifeSafe (AIM:LIFS), a fire safety technology business with innovative fire extinguishing fluids and fire safety products, reports its maiden audited Final Results for the year ended 31 December 2022 ('FY22' or 'the Period').

 

Financial highlights:

 

·

Successful IPO and Admission to AIM on 6 July 2022 raising gross proceeds of £3.0 million

·

Revenue up significantly to £4.0 million (2021: £670,000), exceeding previous market expectations

·

Gross profit of £2.3 million at 57.0% margin (2021: £312,000 at 46.6% margin)

·

Underlying loss before interest, tax, depreciation and amortisation1 ('underlying LBITDA') of £1.3 million (2021: underlying LBITDA of £1.3 million)

·

Underlying loss from operations2 of £1.4 million (2021: loss of £1.4 million); loss from operations of £2.8 million (2021: loss of £1.5 million)

·

Non-underlying costs of £1.6 million (2021: £162,000) comprising IPO costs charged to the income statement of £727,000, share-based payment charges of £630,000, other non-underlying costs of £58,000 and convertible loan interest on loans converted to equity on Admission to AIM of £187,000

·

Underlying loss before tax3 of £1.4 million (2021: loss of £1.4 million); loss before tax of £3.0 million (2021: loss of £1.5 million)

·

Capitalised product development spend of £0.4 million (2021: £0.1 million)

·

Cash and cash equivalents at 31 December 2022 of £1.2 million (31 December 2021: £64,000)

·

Net cash at 31 December 2022 of £1.1 million (31 December 2021: net debt of £0.5 million)

 

Operational highlights

 

·

Launched the StaySafe 5-in-1 in the US on Amazon and Lifesafetechnologies.com in February 2022, building on the position of Amazon Prime's top selling fire extinguisher in the UK

·

UK patent granted for the Group's FER1000 eco-friendly fire extinguishing fluid

·

UK and international patent applications submitted for the Company's new fluid, the LifeSafe Lithium Thermal Runaway Fluid, the effectiveness of which has been demonstrated through a series of live fire tests to a number of industry leaders to help and support the commercialisation of the fluid into the industrial market sector

·

Launch of new website www.lifesafeindustrial.com to focus on the applications and uses of the Group's new and future fluid developments for customers in the industrial sector

 

·

Strong pipeline of innovative new products and fluid derivatives expected to launch in H1 2023

 

·

Solid start to 2023 with sales ahead of budget and over four times those of the first two months of 2022 and gross margin ahead of last year by almost 4%

 

 

1 Underlying LBITDA represents loss for the year before finance expense, tax, depreciation and amortisation, and non-underlying items (which comprise IPO listing costs, share-based payment charges and other non-underlying items).

 

2 Underlying loss from operations represents loss for the year before finance expense, tax and non-underlying items (which comprise IPO listing costs, share-based payment charges and other non-underlying items).

 

3 Underlying loss before tax represents loss for the year before tax and non-underlying items (which comprise IPO listing costs, share-based payment charges, other non-underlying items and convertible loan note interest).

 

Commenting on the maiden Final Results, Dominic Berger, Executive Chairman of LifeSafe, said: "I am extremely pleased to report the excellent operational and strategic progress made by the Group in FY22.  In addition to the Group's successful IPO and admission to AIM in July 2022, one of only a handful of successful AIM listings in the year, significant progress has been made in commercialising LifeSafe's core product after a number of years of innovation, development and refinement of the Group's proprietary fire extinguishing fluid.

 

"Revenue materially exceeded the Board's expectations set both at the beginning of 2022 and reset towards the end of the year.  This was a phenomenal achievement against a worsening domestic and international macro-economic landscape as the year progressed, and even more impressive considering that LifeSafe only commenced trading through Amazon Prime in the UK in August 2021 and through Amazon US, and our LifeSafe US website, in February 2022.

 

"We have made a solid start to 2023, outperforming the Group's budget with sales over four times those of the first two months of 2022 and gross margin ahead of last year by almost 4%.  We remain on course to reach profitability, on a monthly basis, in the last few months of 2023."

 

Investor presentation

 

An 'in-person' meeting for sell-side analysts will be held at 9.30am (BST) today at the offices of Buchanan, 3rd Floor, 107 Cheapside, London EC2V 6DN.  Please contact Buchanan via lifeSafe@buchanan.uk.com if you wish to join the meeting.

 

The Company will also be hosting a presentation for retail investors to discuss the announcement on 19 April 2023 at 5.00pm (BST).  Please email lifesafe@buchanan.uk.com to register your interest.

 

This announcement contains inside information for the purposes of Article 7 of the UK version of Regulation (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR").  Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

 

The person responsible for arranging the release of this announcement on behalf of the Company is Mike Stilwell, Chief Financial Officer of the Company.

 

For further enquiries:

 

LifeSafe Holdings plc

Via Buchanan

Dominic Berger, Chairman

www.lifesafeholdingsplc.com

Neil Smith, CEO

 

Mike Stilwell, CFO


 

 

WH Ireland Limited (Nominated Adviser & Broker)

Tel: +44 (0) 20 7220 1666

Chris Fielding

 

Darshan Patel

 

 

 

Buchanan (Financial Communications)

Tel: +44 (0) 20 7466 5000

Henry Harrison-Topham

LifeSafe@buchanan.uk.com

Jack Devoy

 

 

Notes to Editors

 

LifeSafe is a fire safety technology business that develops eco-friendly, novel and innovative fire extinguishing fluids with a range of life-saving fire safety products.  Through its highly experienced management team, LifeSafe is seeking to create new markets for the Group in fire safety through new technologies, digital marketing and multi-channel sales.

 

LifeSafe has developed what the Directors believe to be a market disrupting range of eco-friendly fire safety protection products including, launched in December 2022, a new Thermal Runaway Fluid to combat thermal runaway in lithium battery fires by permanently extinguishing and preventing the re-ignition of lithium fires.  This is an evolution of the Group's core FER1000 extinguishing fluid, for which the Group has been granted a patent in the UK, which has been developed by LifeSafe to extinguish five different types of fire: electrical, paper, textiles, cooking oil, and petrol and diesel.

 

The Group's best-selling product using this extinguishing fluid is the StaySafe 5-in-1 fire extinguisher.  It was launched on Amazon Prime in the UK in August 2021 and subsequently became Amazon Prime's top-selling fire extinguisher in the UK in the same month.  The StaySafe 5-in-1 and the PanSafe pan fire extinguisher were launched in Screwfix in Spring 2022.

 

LifeSafe is continuing to develop new fluid derivations for the industrial market.

 

LifeSafe was admitted to trading on AIM in July 2022 with the ticker LIFS.L.  For additional information please visit https://www.lifesafeholdingsplc.com .

 

LinkedIn: https://www.linkedin.com/company/lifesafe-technologies

Twitter: https://twitter.com/LifesafeT

 

 



 

Chairman's Statement

 

Overview

I am extremely pleased to report the excellent operational and strategic progress made by the Group in FY22.  In addition to the Group's successful IPO and admission to AIM in July 2022, one of only a handful of successful AIM admissions in the year, significant progress has been made in commercialising LifeSafe's core product after a number of years of innovation, development and refinement of the Group's proprietary fire extinguishing fluid.

 

I think it is important to remind shareholders and prospective investors of the genesis of the business. LifeSafe was formed to explore a novel, and environmentally friendly approach to putting out multiple types of fire with an aim to revolutionise the fire industry, save lives and protect memories.  The result was the development of a patented super coolant fire extinguishing fluid that remains at the core of our business which is non-toxic, environmentally friendly and extremely effective at putting out multiple fire types.

 

Once we had developed, tested and secured approvals of our fluids, our commercial strategy was led by our research where consumers told us they found purchasing a fire extinguisher difficult and confusing, which is why currently only 17% of homes in England have a fire extinguisher.  This determined our market approach.  We therefore decided to launch with our unique StaySafe 5-in-1 fire extinguisher, a handheld plastic aerosol with a digital first, direct to consumer marketing approach leveraging the likes of the Amazon platform and harnessing the power of social media to drive awareness and sales.

 

Today in the UK, our StaySafe 5-in-1 is the number one best-selling fire extinguisher on Amazon UK.

 

Revenue for FY22, at over £4.0 million, materially exceeded the Board's expectations set both at the beginning of 2022 and reset towards the end of the year.  This was a phenomenal achievement against a worsening domestic and international macro-economic landscape as the year progressed, and even more impressive considering that LifeSafe only commenced trading through Amazon Prime in the UK in August 2021 and through Amazon US, and our LifeSafe US website, in February 2022.

 

In addition to driving sales of our proprietary fire extinguishing fluid to consumers through digital channels, LifeSafe's team recognises the huge potential of fluid innovation for industrial and wholesale applications.  In conjunction with industrial partners, we successfully developed and launched LifeSafe's Lithium Thermal Runaway Fluid ('TRF') in December 2022, specifically designed to address the escalating issue of thermal runaway in lithium batteries by permanently extinguishing and preventing the re-ignition of lithium fires.

 

The Group is on track in executing its strategy to build a multi-channel, international business capable of delivering significant long-term value for our shareholders.

 

Results

For the year to 31 December 2022, the Group's revenue increased significantly to £4.0 million (2021: £0.7 million) as the Group successfully began the commercialisation of its market-disrupting, eco-friendly fire extinguishing fluid.

 

Gross profit increased significantly to £2.3 million (2021: £0.3 million) and the gross margin improved to 57.0% (2021: 46.6%) ahead of the Board's expectations.

 

The Group made an underlying loss before tax1 of £1.4 million (2021: loss of £1.4 million).  After charging £1.6 million for non-underlying costs in relation to the IPO, share-based payment charges and convertible loan note interest (2021: £162,000 in relation to share-based payment charges and convertible loan note interest), the consolidated loss before tax for the year was £3.0 million (2021: loss of £1.5 million).  Underlying LBITDA2 was £1.3 million (2021: underlying LBITDA of £1.3 million).

 

 

1 Underlying loss before tax of £1.4 million is before non-underlying items of £1.6 million (further details of which are set out in the notes to this announcement) (2021: underlying loss before tax of £1.4 million before non-underlying items of £0.2 million).

 

2 Underlying LBITDA of £1.3 million is loss before tax, before finance expense of £0.2 million, depreciation and amortisation of £0.1 million, and non-underlying items of £1.4 million (2021: underlying LBITDA of £1.3 million is loss before tax, before finance expense of £0.1 million, depreciation and amortisation of £0.1 million, and non-underlying items of £0.1 million).

 

LifeSafe's underlying results, after separating out the significant costs of listing and non-core share-based payment charges, are very encouraging and illustrate a growth trajectory in line with that envisaged on IPO of the Group during the year.

 

Net cash at 31 December 2022 was £1.1 million (31 December 2021: net debt of £0.5 million).  All outstanding convertible loan notes converted to equity on IPO, leaving the Group with debt of only £26,000 at the year end in relation to a Coronavirus bounce back loan secured during the pandemic.

 

Board appointments

During the year a number of appointments were made to the Board to ensure it has a structure and composition appropriate for a growing publicly-quoted business in the fire technology sector.  The Board interactions and contributions during the year have proved to be extremely valuable and validate the appointments made and the appropriateness of the mix of skills of the Board.

 

People

The delivery of an IPO, continual innovation of products and the extraordinary sales growth during the year could not have been achieved without the exceptional commitment and resilience of our people and I would like to take this opportunity to thank them sincerely for their hard work and commitment.

 

Research and development

As I have previously reported, given the strong interest from major industry players in the potential applications of LifeSafe's fluids, the Group accelerated its development programme over the year.  This resulted in the launch of LifeSafe's Lithium TRF in December 2022, the first fully developed and tested fire extinguishing fluid aimed at the industrial sector to be released under the Group's programme of innovation.  A variant of the Group's core eco-friendly patented fluid, this new non-toxic and non-hazardous fluid has been designed and specified with industry leaders to permanently extinguish and prevent the re-ignition of lithium battery fires.  The Group has submitted UK and international patent applications to protect its innovation.

 

In order to support this significant opportunity in the industrial sector, the Group developed a new website ( www.lifesafeindustrial.com ) specifically focussed on the industrial applications for the new fluid.  This is distinct and separate from LifeSafe's consumer website (www.lifesafetechnologies.co.uk), which is focussed on household consumer applications of the Group's best-selling StaySafe 5-in-1 fire extinguisher.

 

The Group expects to release further new products from its development programme in the first half of 2023 and will make announcements as and when appropriate.

 

Technology and intellectual property

LifeSafe was granted a patent for its core FER1000 extinguishing fluid with effect from August 2022.  This fluid, for which the initial patent application was filed in 2017, is at the centre of the Group's product range, and the base from which specific application variants can be developed.  The length of time between initial application and patent grant is an indication of the robust process undertaken to ensure the uniqueness of the Group's innovation.

 

The Board recognises the importance of protecting its intellectual property and rigorously guards its innovation.  The Group employs an intellectual property attorney to protect its interests and has intellectual property defence and pursuit insurance to protect its investments.

 



 

Outlook

The Group's significant outperformance against the Board's initial revenue expectations for the year is a clear validation of the quality of LifeSafe's product and strength of its management team and marketing strategy.

 

The opportunity for our product in the consumer market is significant and we continue to believe the mantra that every home should have one.  Our laser focus therefore in the current year is to continue to grow consumer market penetration across all territories using our tried and tested digital marketing strategies.

 

We have made a solid start to 2023, outperforming the Group's budget with sales over four times those of the first two months of 2022 and gross margin ahead of last year by almost 4%.  The Group remains on course to reach profitability, on a monthly basis, in the last few months of 2023.

 

The launch of our Lithium TRF represents an important and exciting step for the Group by expanding our offering into wholesale and industrial markets.  These new market opportunities, combined with the excellent growth in sales of our consumer-focussed products, positions the Group extremely well to deliver value for our shareholders.  I am very excited by what lies ahead for LifeSafe.

 

 

Dominic Berger

Executive Chairman

18 April 2023

 

 

Consolidated statement of comprehensive income

For the year ended 31 December 2022

 



 

2022

 


2021

(Unaudited)



Note

 

Before non-underlying items

£000

Non-underlying items (note 6)

£000

 

 

 

Total

£000

 

Before non-underlying items

£000

Non-underlying items (note 6)

£000

 

 

 

Total

£000

Revenue

3

4,028

-

4,028

670

-

670

Cost of sales


(1,732)

-

(1,732)

(358)

-

(358)

Gross profit


2,296

-

2,296

312

-

312

Other operating income


-

-

-

46

-

46

Administrative expenses

4

(3,676)

(1,415)

(5,091)

(1,754)

(114)

(1,868)

Loss from operations


(1,380)

(1,415)

(2,795)

(1,396)

(114)

(1,510)

Finance expense

4,5

(5)

(187)

(192)

(1)

(48)

(49)

Other gains


-

-

-

14

-

14

Loss before tax


(1,385)

(1,602)

(2,987)

(1,383)

(162)

(1,545)

Taxation

6

173

-

173

24

-

24

Loss for the year


(1,212)

(1,602)

(2,814)

(1,359)

(162)

(1,521)

Other comprehensive income


 

 

 




Total other comprehensive income


-

-

-

-

-

-

Total comprehensive expense


(1,212)

(1,602)

(2,814)

(1,359)

(162)

(1,521)

Basic and diluted loss per share (£)

7

 

 

(0.15)



(0.10)

 

All amounts relate to continuing activities.

Consolidated statement of financial position

As at 31 December 2022

 


Note

As at
31 December

2022

£000

As at
31 December

2021

(Unaudited)
£000

Non-current assets


 


Intangible assets


483

165

Property, plant and equipment


10

11



493

176

Current assets


 


Inventories


442

190

Trade and other receivables

8

659

132

Cash and cash equivalents

9

1,166

64



2,267

386

Total assets


2,760

562

Current liabilities


 


Trade and other payables

10

(1,002)

(262)

Convertible loan notes

11

-

(562)

Borrowings

12

(7)

(7)

Other provisions


(24)

(31)



(1,033)

(862)

Non-current liabilities


 


Borrowings

12

(19)

(26)

 


(19)

(26)

Total liabilities


(1,052)

(888)

Net assets/(liabilities)


1,708

(326)

Equity attributable to equity holders of the Parent


 


Called up share capital

13

221

3

Share premium account

13

4,152

4,627

Share-based payment reserve


857

114

Convertible loan note reserve


-

171

Retained earnings


(3,522)

(5,241)

Total equity


1,708

(326)

 

Consolidated statement of changes in equity

For the year ended 31 December 2022

 

 


 

 

Share

capital

£000

 

Share

premium

account

£000

Share-based payment

reserve

£000

 

Convertible loan note reserve £000

 

 

Retained

earnings

£000

 

 

 

Total equity

£000

Balance at 1 January 2021 (Unaudited)

2

3,347

-

-

(3,720)

(371)

Comprehensive income

 

 

 

 

 

 

Loss for the year

-

-

-

-

(1,521)

(1,521)

Share-based payments

-

-

114

-

-

114

Transactions with owners:

 

 

 

 

 

 

Shares issued for cash

-

436

-

-

-

436

Shares issued in lieu of expenses

1

656

-

-

-

657

Convertible loan notes exercised

-

188

-

-

-

188

Convertible loan notes issued

-

-

-

171

-

171

Balance at 31 December 2021 (Unaudited)

3

4,627

114

171

(5,241)

(326)

 

 

Balance at 1 January 2022

3

4,627

114

171

(5,241)

(326)

Comprehensive income

 

 

 

 

 

 

Loss for the period

-

-

-

-

(2,814)

(2,814)

Share-based payments

-

-

630

-

-

630

Issue of warrants

-

(113)

113

-

-

-

Transactions with owners:

 

 

 

 

 

 

Bonus issue of shares

151

-

-

-

(151)

-

Cancellation of share premium

-

(4,464)

-

-

4,464

-

Shares issued for cash

40

3,047

-

-

-

3,087

Share issue costs

-

(368)

-

-

-

(368)

Convertible loan notes exercised

27

1,423

-

(354)

220

1,316

Convertible loan notes issued

-

-

-

183

-

183

Balance at 31 December 2022

221

4,152

857

-

(3,522)

1,708

 

 

Consolidated statement of cash flows

For the year ended 31 December 2022

 


 

 

Note

 

 

Year ended
31 December 2022

 

£000

Year ended
31 December 2021 (Unaudited)

£000

Cash flows from operating activities




Loss before taxation from continuing activities


(2,987)

(1,545)

Adjustments for non-cash/non-operating items:

 

 

 

Depreciation of property, plant and equipment


2

2

Amortisation of intangible assets


90

52

Equity-settled expenses


-

657

)

Gain on debt extinguishment


-

(14)

IPO costs

4

727

-

Equity-settled share-based payments

4

630

114

Finance expense

5

192

49

Operating cash flows before movements in working capital


(1,346)

(685)

Increase in inventories


(252)

(190)

Increase in trade and other receivables

8

(357)

(18)

Increase/(decrease) in trade and other payables

10

734

(273)

Cash used in operations


(1,221)

(1,166)

Corporation tax received


-

24

Net cash used in operating activities


(1,221)

(1,142)

Cash flows used in investing activities


 


Purchase of property, plant and equipment


(1)

(10)

Purchase of intangibles


(408)

(123)

Net cash used in investing activities


(409)

(133)

Cash flows from financing activities


 


Shares issued for cash (net of expenses)

13

1,993

436

Repayment of borrowings


(7)

(5)

Proceeds from issue of convertible loan notes

11

750

833

Other interest paid


(4)

-

Net cash generated by financing activities


2,732

1,264

Net increase/(decrease) in cash and cash equivalents


1,102

(11)

Cash and cash equivalents at the beginning of the year


64

 

75

75

Cash and cash equivalents at the end of the year

9

1,166

64

 

 

Notes

 

1.  General information

 

These consolidated financial statements were approved by the Board of Directors on 17 April 2023.

 

2.  Basis of preparation

 

 

3.  Revenue from contract customers

 

No one customer made up more than 10 % or more of revenue in the year ending 31 December 2022 (2021: 1). Management considers revenue derives from one business stream being the sale of fire extinguishing and related products.

 

Revenue from customers

Year ended

31 December

2022

 

£000

Year ended

31 December

2021

(Unaudited)

£000

Customer 1

-

85

All other customers

4,028

585


4,028

670

 

 

Geographical reporting

Year ended

31 December

2022

 

£000

Year ended

31 December

2021

(Unaudited)

£000

United Kingdom

1,451

585

North America

2,372

-

Europe

180

-

Rest of the World

25

85


4,028

670

 



 

4.  Non-underlying items

 

Year ended

31 December

2022

 

£000

Year ended

31 December

2021

(Unaudited)

£000

IPO costs

727

-

Share-based payment charges

630

114

Other non-underlying costs

58

-

Within administrative expenses

1,415

114

Convertible loan note interest

187

48

Within finance expense

187

48


1,602

162

 

IPO costs

On Admission to AIM on 6 July 2022, the Company issued 4,000,000 new ordinary shares and 2,716,550 ordinary shares to the providers of convertible loans, taking the number of ordinary shares in issue to 22,108,050.  The total gross proceeds amounted to £3,000,000.  The costs of issue amounted to £1,095,000 of which £727,000 was recognised as a non-underlying expense in the consolidated statement of comprehensive income and £368,000 was allocated to the share premium account in the consolidated statement of financial position.

 

Share-based payment charges

The Group operates equity-settled share-based remuneration schemes for employees.  The terms and conditions of the grants are detailed below :

 

Date of grant

No. of

Options

 

Exercise price (£)

 

Vesting conditions

Contractual life

of options

30 September 20211

1,495,650

0.48

IPO

10 years

11 October 20211

1,645,200

0.48

IPO/market capitalisation

10 years

29 March 20221

1,645,200

0.16

12 months from admission date

10 years

26 July 2022

1,167,301

0.75

Total shareholder return

10 years

13 October 2022

974,965

0.75

Total shareholder return

10 years

1 The number of share options granted, and the corresponding exercise price, are shown after the Company's 49 for 1 bonus issue of shares on 9 May 2022.

 

Details of the number of share options granted, exercised, lapsed and outstanding at the end of each year, as well as the weighted average exercise prices in £ ('WAEP'), are as follows:

 


As at 31

December

2022

 

Number

 

 

WAEP

£

As at 31

December

2021

(Unaudited)

Number

 

 

WAEP

£

Outstanding at beginning of the year

3,140,850

0.48

-

-

Granted during the year

3,787,466

0.49

3,140,850

0.48

Forfeited/lapsed during the year

(1,645,200)

0.16

-

-

Exercised during the year

-

-

-

-

Outstanding at end of the year

5,283,116

0.49

3,140,850

0.48

Exercisable at end of the year

1,495,650

0.48

-

-

 

5.  Finance expense

 


Year ended

31 December

2022

 

£000

Year ended

31 December

2021

(Unaudited)

£000

Interest on bank loans

5

1

Interest on convertible loan notes

187

48


192

49

6.  Taxation

 

 

7.  Loss per share

 

Loss per share is calculated as follows:

 


Year ended

31 December

2022

 

Year ended

31 December

2021

(Unaudited)

Basic and diluted loss per share (£)

(0.15)

(0.10)

The   calculations of basic and diluted loss per share are based upon:

 


Loss for the year attributable to owners of the Parent (£000)

(2,814)

(1,521)


 


Weighted average number of ordinary shares (number)

18,666,870

15,369,510

 

The calculation of the basic loss per share is based on the results attributable to ordinary shareholders divided by the weighted average number of shares in issue during the year.

The weighted average number of shares in issue is used as the denominator in the calculating basic loss per share.  As the Group is loss making the effect of instruments that convert into ordinary shares is considered anti-dilutive, hence there is no difference between the diluted and non-diluted loss per share.

During the year ended 31 December 2022, the Company completed a 49 for 1 bonus share issue. As a result, the weighted average number of shares in the comparative year has been adjusted accordingly.



 

8.  Trade and other receivables

 

 

31 December 2022

 

£000

31 December 2021

(Unaudited)

£000

Amounts falling due within one year:

 


Trade receivables

17

-

Other receivables

160

1

Taxation and social security

326

107

Prepayments and accrued income

156

24


659

132

 

9.  Cash and cash equivalents

 

31 December

2022

 

£000

31 December

2021

(Unaudited)

£000

Cash at bank available on demand

1,166

64


1,166

64

 

10.  Trade and other payables

 

31 December

2022

 

£000

31 December

2021

(Unaudited)

£000

Amounts falling due within one year:

 


Trade payables

665

219

Other payables

61

17

Accruals

181

-

Other taxation and social security

95

26


1,002

262

 

11.  Convertible loan notes

 

 

31 December 2022

 

£000

31 December 2021

(Unaudited)

£000

Amounts falling due within one year:

 


Convertible loan notes

-

562


-

562

 

In the year ended 31 December 2021, the Group issued loan notes amounting to:

 

- £133,165 with an interest rate of 10% and converting at a 20% discount in the event of a qualifying fundraise.  The loan notes were unsecured and repayable on 1 August 2022 or could be converted at any time into shares at the holder's option.  The presence of potential settlement at a discount to an unknown fundraise price meant that the fixed for fixed criterion was not met.  The loans were converted to equity on 4 March 2021 and 21 July 2021 for £19.25 per ordinary share of 1p, resulting in shares of 2,337 and 4,156 being issued respectively.

- £700,000 with an interest rate of 12%, with interest accruing to the value of the loan and converting to equity with the principal in the event of a conversion.  The loans were unsecured and repayable in two years or could be converted at any time into shares at the holder's option.  In addition to interest, there was an arrangement fee and a monitoring fee of 13% and 3% of principal respectively that was added to the loan balance on drawdown.  The loan terms included an accelerated interest conversion feature that required a full year of interest to be converted into equity if the loan was converted part way through a year.  These loans were converted on 6 July 2022 at £34.16 per 1p ordinary share.

 

In the year to 31 December 2022, the Company issued loan notes amounting to £750,000 with an interest rate of 12%, with interest accruing to the value of the loan and converting to equity with the principal in the event of a conversion.  The loans were unsecured and repayable in two years or could be converted at any time into shares at the holder's option.  In addition to interest, there was an arrangement fee and a monitoring fee of 13% and 3% of principal respectively that was added to the loan balance on drawdown.  The loan terms included an accelerated interest conversion feature that required a full year of interest to be converted into equity if the loans were converted part way through a year.  These loans were converted on 6 July 2022 at £34.16 per 1p ordinary share.

 

As the conversion feature resulted in the conversion of a fixed amount of stated principal into a fixed number of shares, it satisfied the 'fixed for fixed' criterion and, therefore, it is classified as an equity instrument.  The value of the liability component and the equity conversion component were determined at the date the instrument was issued.  The fair value of the liability component at inception was calculated using a market interest rate for an equivalent instrument without conversion option.  The discount rate applied was 15%.  The transaction costs have been apportioned between the equity and liability component with the portion attributable to equity recognised as a deduction in equity, and the liability component decreasing the amortised cost liability.

 

On Admission to AIM on 6 July 2022, all outstanding convertible loans converted to equity with the Company issuing 2,716,550 Ordinary Shares to the providers of all outstanding convertible loans.

 

12.  Borrowings

 

 

31 December

2022

 

£000

31 December

2021

(Unaudited)

£000

Current:

 


Bank loans

7

7

Non-current:

 


Bank loans

19

26


26

33

 

A maturity analysis of the Group's borrowings is shown below:

 

 

31 December

2022

 

£000

31 December

2021

(Unaudited)

£000

Less than 1 year

7

7

Later than 1 year and less than 5 years

19

26

After 5 years

-

-

 

13.  Share capital and share premium account

 

Share capital

31 December 2022

 

£000

31 December 2021

(Unaudited)

£000

Allotted, called up and fully paid

 


Ordinary shares of £0.01 each

221

3


221

3

 

Share capital

31 December

2022

 

£000

31 December

2021

(Unaudited)

£000

Allotted, called up and fully paid

 


Opening share capital

3

2

Shares issued for cash

40

-

Bonus issue of shares

151

-

Convertible loan notes exercised

27

-

Shares issued in lieu of expenses

-

1

Closing share capital

221

3

 

Share premium account

31 December

2022

 

£000

31 December

2021

(Unaudited)

£000

Share premium account

 


Opening balance

4,627

3,347

Shares issued for cash

3,047

436

Share issue costs

(368)

-

Cancellation of share premium

(4,464)

-

Issue of warrants

(113)

-

Convertible loan notes exercised

1,423

188

Shares issued in lieu of expenses

-

656

Closing balance

4,152

4,627

 

Called up share capital

Called up share capital represents the nominal value of shares that have been issued.  All classes of shares have full voting, dividends, and capital distribution rights.

 

On 14 January 2022, the Company issued 2,561 new ordinary shares for cash, increasing the number of shares in issue to 307,830.

 

On 9 May 2022, a bonus issue of shares was made for the shareholders of all 307,830 shares already in issue at the date.  The bonus issue offered 49 ordinary shares for every 1 ordinary share in issue, with a nominal value of £0.01 per share.  This increased the number of ordinary shares in issue by 15,083,670 to 15,391,500.

 

14.  Post balance sheet events

15.  Full financial statements

- Ends -

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
 
END
 
 
FR IRMPTMTMBBFJ
UK 100

Latest directors dealings